1. business and industrial

Anglo Philippine Holdings Corporation
COVER SHEET
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(Business Address : No. Street City / Town / Province)
Atty. Adrian S. Arias
+63(2)6315139
Contact Person
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Company Telephone Number
Dec. 31, 2006
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FORM TYPE
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Annual Meeting
Secondary License
Type, If Applicable
Dept. Requiring this Doc.
Amended Articles Number/Section
Total Amount of Borrowings
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P1,088,496,475
Total No. of Stockholders
Domestic
Foreign
To be accomplished by SEC Personnel concerned
File Number
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Document I.D.
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Remarks = pls. use black ink for scanning purposes
SEC Form 17-A
December 31, 2006
1
Anglo Philippine Holdings Corporation
TABLE OF CONTENTS
Page No.
PART I
BUSINESS AND GENERAL INFORMATION
Item 1
Item 2
Item 3
Item 4
Business and General Information
Properties
Legal Proceedings
Submission of Matters to a Vote of Security Holders
PART II
OPERATIONAL AND FINANCIAL INFORMATION
Item 5
Market for Registrant’s Common Equity and Related
Stockholder Matters
Management’s Discussion and Analysis or Plan of Operations
Financial Statements
Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
Item 6
Item 7
Item 8
PART III
CONTROL AND COMPENSATION INFORMATION
Item 9
Item 10
Item 11
Item 12
Directors and Executive Officers of the Registrants
Executive Compensation
Security Ownership of Certain Beneficial Owners and
Management
Certain Relationships and Related Transactions
PART IV
EXHIBITS AND SCHEDULES
Item 14
Exhibits and Reports on SEC Form 17-C
SIGNATURES
4
8
8
9
9
10
13
14
14
19
20
21
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INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY SCHEDULES
INDEX TO EXHIBITS
SEC Form 17-A
December 31, 2006
2
Anglo Philippine Holdings Corporation
SECURITIES AND EXCHANGE COMMISSION
SEC FORM 17-A
ANNUAL REPORT PURSUANT TO SECTION 17 OF THE SECURITIES REGULATION CODE
1.
For the Fiscal Year ended
:
31 December 2006
2.
SEC Identification Number
:
14102
3.
BIR Tax Identification Number:
4.
Exact name of registrant as specified in its charter: Anglo Philippine Holdings Corporation
5.
Province, Country or other jurisdiction of incorporation or organization:
6.
Industry Classification Code
:
(SEC Use Only)
7.
Address of principal office
:
6th Floor Quad Alpha Centrum
125 Pioneer Street, Mandaluyong City 1550
8.
Registrant’s telephone number, including area code:
9.
Former name, former address, and former fiscal year if changed since last report:
041-000-175-630
Philippines
(632) 631-5139; (632) 635-6130
N/A
10. 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 stock (P1.00 par value)
1,072,000,000 shares
Loans Payable
P1,088,496,478
11. Are any or all of these securities listed in the Philippine Stock Exchange:
YES
12. Check whether the registrant:
a)
has filed all reports required to be filed by Section 17 of the Securities Regulation Code (SRC) and
Rule 17(a)-1 thereunder and Sections 26 and 141 of the Corporation Code during the preceding 12
months (or for such shorter period that the registrant was required to file such reports).
Yes [ X ] No [ ]
b) has been subject to such filing requirement for the past 90 days.
Yes [ X ] No [ ]
13. Aggregate market value of the voting stock held by non-affiliates: P604,377,462
(539,622,734 share @ P1.12/share as of December 29, 2006)
14. Document incorporated by reference:
SEC Form 17-A
December 31, 2006
2006 Audited Financial Statements.
3
Anglo Philippine Holdings Corporation
PART I - BUSINESS AND GENERAL INFORMATION
Item 1. Business
(a)
Description of Business
(1)
Business Development
Anglo Philippine Holdings Corporation (the “Company”) was incorporated in 1958,
originally as an oil and mineral exploration company with the corporate name of “Anglo
Philippine Oil Corp.” In 1996, the Company amended its primary purpose to that of an
investments holding firm and changed its corporate name to “Anglo Philippine Holdings
Corporation”. The Company’s business portfolio includes investments in commercial
property development, natural resources development and infrastructure.
Core Investments
Commercial Property Development
The Company maintains a 15.79% stake in the North Triangle Depot Commercial Corp.
(NTDCC), which owns the development rights on the airspace above the North Triangle
depot. As of 31 March 2007, NTDCC has completed 97% of the construction of the
TriNoma commercial center situated atop the North Triangle depot. Ayala Land, Inc.
(ALI) is the project and operations manager of the TriNoma project.
The Company owns 15.79% equity in the MRT Development Corporation (MRTDC)
which owns the development rights over the airspace above the MRT stations and certain
lot pads around the perimeter of TriNoma. MRTDC continues to generate revenues from
concessionaire rentals and advertising fees in certain MRT stations.
In July 2006, the Company acquired 5.08% equity in EDSA Properties Holdings, Inc.
(EPHI), the owner of the land upon which the EDSA Shangri-La Hotel is built. EPHI
maintains significant holdings in major commercial property developments like ShangriLa Plaza, The Enterprise Center, The Shang Grand Tower and The St. Francis Towers.
Natural Resources Development
The Company owns 7.76% of Atlas Consolidated Mining & Development Corporation
(ACMDC), which has significant and focused interests in copper, gold, nickel, mineral
exploration and water resources.
The Company has the option of converting its significant amount of receivables from
United Paragon Mining Corporation (UPMC) into new UPMC equity upon SEC approval
of UPMC's capital restructuring program. UPMC maintains significant interest in gold
mines which are now under study by prospective foreign investors.
Pending the transfer of its petroleum assets, the Company continues to participate in the
following Oil ExplorationContracts:
SEC Form 17-A
December 31, 2006
4
Anglo Philippine Holdings Corporation
Service Contract No. 6A
Service Contract No. 14D
Service Contract No. 41
SC 53 (GSEC No. 98)
GSEC Application (SWAN Block)
Octon, NW Palawan
Tara, NW Palawan
Sulu Sea
Onshore Mindoro
NW Palawan
11.11000 %
2.50000 %
1.67900 %
5.00000 %
33.57800 %
Service Contract (SC) 6A – The consortium has finalized a Farm-In Agreement with the
Vitol Group for the exploration and development of the block.
SC 14D – Basic Petroleum has withdrawn its farm-in proposal.
SC 41 – The new Operator, Tap Oil, will commence its seismic survey program by the
2nd quarter of 2007.
SC 53 – LAXMI has completed its geological and geochemical works on the block and
has submitted its reports to the Department of Energy (DOE).
GSEC Application (SWAN Block) – The consortium is awaiting approval of its
application over the area.
The Company is in discussion with investors for the transfer of its various interests in
petroleum and mineral projects. Subject to obtaining the necessary government
approvals, the Company anticipates to be able to transfer these assets within 2007.
Infrastructure
The Company continues to maintain its core infrastructure investment in the Metro Rail
Transit (MRT) III Project (the “MRT 3 Project”) through its 18.6% equity interest in
MRT Holdings, Inc. (MRTHI). As of 31 March 2007, average ridership in the MRT 3
stood at about 475,000 passengers per day.
The Company is in discussion with ACMDC’s subsidiary, Aquatlas Inc. for the transfer
of the Company’s participating interests and/or all data and intellectual property rights
over the Bulacan Central Bulk Water Supply Project and the Bohol-Cebu Water Supply
Project.
Other Investments
The Company owns minority interests in: (1) Philippine Seven Corporation (PSC), the
Philippine franchise holder of the 7-Eleven chain of convenience stores; and, (2)
Batangas Assets Corporation (BAC), a holding company organized for the purpose of
investing in the Calabarzon area.
The Company’s wholly-owned subsidiary, Filipinas Energy Corporation (“FEC”), has
not undertaken any business operation since its incorporation due to the deferment of the
transfer of certain assets.
NO bankruptcy, receivership or similar proceeding has been filed by or against the
Company and/or its subsidiary during the last three (3) years.
SEC Form 17-A
December 31, 2006
5
Anglo Philippine Holdings Corporation
NO material reclassification, merger, consolidation, or purchase/sale of a significant
amount of assets, not in the ordinary course of business, has been undertaken by the
Company and/or its subsidiary during the last three (3) years.
(2)
Business of Issuer
(A)
Description of Registrant
The Company, as an investments holding firm, maintains focused business interests
primarily in commercial property development, natural resources development and
infrastructure.
FEC, the Company’s wholly-owned subsidiary, is a petroleum and mineral exploration
company which has not undertaken any business operation since its incorporation due to
the deferment of the transfer of certain assets.
(i)
Principal products or services and their markets - The Company, as an
investments holding firm, does not generate sales or revenues from the sale of any
product or service; rather, the Company generates revenues and income,
principally: (a) from its investments by way of dividends received from, and/or
equitizable share in the earnings of, investee companies; and, (b) sale of
investments or of the securities to which the investment may have been converted
(e.g. bonds), including interest income earned by such securities.
On account of the Company's specialized knowledge on the MRT securitization
and Philippine investment opportunities, an offshore subscriber to the MRT
Bonds engaged the services of the Company for the sale of its own MRT Bonds
and the strategic re-investment of the proceeds thereof, in consideration for which
the offshore investor agreed to pay the Company a percentage-based success fee
and a fixed monthly service fee.
(ii)
Percentage of sales or revenues and net income contributed by foreign sales –
In 2006, the Company booked around P46 million in retainer fees for services
rendered to an offshore investor for which the Company acted as its adviser. The
fees were paid locally in US dollars.
(iii)
Distribution methods of the products or services – Not applicable.
(iv)
Status of any new product or service – Not applicable.
(v)
Competitive business conditions – With its avowed vision/mission of “Helping
Build the Filipino Future”, the Company focuses its investments in commercial
property development, natural resources development and infrastructure projects.
The commercial property development and infrastructure industries are still in
their growth stage as the needs of the country far exceed the available supply of
funds for these projects. This imbalance is seen to persist beyond the immediate
future. Private sector financing, such as that provided by the Company, will
continue to comprise the bulk of funding for these projects.
SEC Form 17-A
December 31, 2006
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Anglo Philippine Holdings Corporation
Following the open-door policy of the Government to attract foreign capital to
hasten the country’s natural resources development, the Company has allocated a
portion of its investment capital into mining and oil exploration which are
experiencing resurgence in activities. With sustainable development and
responsible exploitation as guiding principles, the mining and oil exploration
boom are expected to last well into the future.
The commercial property development, natural resources development and
infrastructure industries are not confined within any specific geographic area. So
far, the Company has participated in projects undertaken or to be undertaken in
Metro Manila, Bulacan, the Southern Tagalog, Visayas and Palawan regions.
The Company participates in commercial property development, natural resources
development and infrastructure projects as a pure equity holder without involving
itself directly in the operations of the venture beyond the level of the board of
directors. The Company invests only in projects that yield or would yield a return
on investment consistent with the economic thresholds set by the Company which
are, in turn, based on accepted investment grade standards set by the international
business community.
(vi)
Sources and availability of raw materials – Not applicable.
(vii)
Major customers - The Company is not dependent on any major customer. The
Company’s revenues and income are dependent on the financial performance of
its investee companies.
(viii) Related party transactions – See Note 13 of the Company’s 2006 Audited
Financial Statements.
(ix)
Patents, etc. – NONE
(x)
Government approvals - The Company is a participant in certain consortia which
have existing service contracts with the Government. Through the DOE, the
consortia, for the duration of the service contracts, remain under regulation by the
Government in relation to operations undertaken pursuant to the service contracts.
(xi)
Effect of Government regulations - Existing government regulations do not
adversely affect the business of the Company. Probable government regulation, if
economically restrictive, may adversely affect the business of the Company and
its subsidiary.
(xii)
Research and development activities - The Company did not undertake any
research and development activities and did not incur any expenses for such
activities during the last three (3) years.
In the ordinary course of business, the projects in which the Company is or
becomes involved may incur expenses in commissioning feasibility and/or other
evaluatory studies. In cases where a separate entity specific to the project is
formed, these expenses form part of project development costs of that entity and
SEC Form 17-A
December 31, 2006
7
Anglo Philippine Holdings Corporation
are, in turn, carried as part of project investment by the Company. In cases where
no separate entity is formed or the proposed project is shelved for various reasons,
such expenses are charged as ordinary operating expenses of the Company.
(xiii) Costs and effects of compliance with environmental laws – Compliance with
environmental laws have not, and are not anticipated to, adversely affect the
businesses and financial conditions of the Company. Costs of compliance with
environmental laws are either charged as ordinary operating expenses or credited
as part of project investment by the Company and its subsidiary. The Company
did not incur any expenses for such activities during the last three (3) years.
(xiv)
Employees - As of 31 December 2006, the Company has twelve (12) full-time
employees (including officers).
(B)
Additional Requirements as to Certain Issues or Issuers
(i)
Debt Issues – Not applicable.
(ii)
Investment Company Securities – Not applicable.
(iii)
Mining and Oil Companies - In line with its previous primary business purpose,
now retained as one of its secondary purposes, the Company remains a participant
in certain petroleum and mineral exploration ventures pending the transfer of its
petroleum and mineral assets. The amount of the Company’s interests in these
contracts and a brief description of the areas and status of works therein are
provided in Item 1(a)1 above.
Item 2. Properties
Properties of the Company and its subsidiary consist of condominium units and
improvements thereon and office equipment and furnishings, all generally located in the
principal offices of the Company and its subsidiary. These properties are carried at cost
less accumulated depreciation. The Company and its subsidiary do not own any plant,
mine or other property.
As discussed above, the Company maintains participating interests in certain petroleum
and mineral concession areas. To the extent of its Participating Interests in the petroleum
and mineral exploration areas, the Company shares co-ownership rights with the other
concessionaires over the respective Joint Accounts and Joint Properties pertaining to each
concession area which are generally expressed in monetary terms as “Deferred
Exploration Costs and Other Charges” in the Company’s books of accounts. Owing to the
intermittent nature of petroleum and mineral exploration, no permanent physical property,
plant or equipment are situated or being maintained in the concession areas as they are
brought in only, under lease or charter, whenever there is any exploration activity to be
undertaken in the areas.
Item 3. Legal Proceedings
There is NO material pending legal proceeding to which the Company or its subsidiary or
affiliate is a party or which any of their property is the subject, and no such proceeding
SEC Form 17-A
December 31, 2006
8
Anglo Philippine Holdings Corporation
where the Company or its subsidiary or affiliate was a party or any of their property was
the subject was terminated during the fourth quarter of the fiscal year 2006.
Item 4. Submission of Matters to a Vote of Security Holders
NO matter was submitted to a vote of security holders during the fourth quarter of the
fiscal year 2006.
PART II – OPERATIONAL AND FINANCIAL INFORMATION
Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters
(a)
Market Price of and Dividends on Registrant’s Common Equity and Related
Stockholder Matters
(1)
Market Information
The Company’s shares are listed and traded in the Philippine Stock Exchange. The high
and low prices of the Company’s shares for each quarter during the last two (2) fiscal
years 2006 and 2005 and the first quarter of the current fiscal year 2007, expressed in
Philippine Pesos, are as follows:
Stock Prices (Php)
High
Low
(2)
2007 – 1st quarter
1.66
1.26
2006 – 1st quarter
2nd quarter
3rd quarter
4th quarter
0.89
1.04
1.03
1.12
0.87
0.90
0.93
0.90
2005 – 1st quarter
2nd quarter
3rd quarter
4th quarter
0.47
0.53
0.75
0.90
0.43
0.34
0.70
0.79
Holders
As of 31 December 2006, shareholders of record totaled 3,207, while common shares
outstanding were 1,072,000,000 shares. The Company’s top 20 Stockholders as of 31
December 2006 are as follows:
Stockholders
Total Share
PCD NOMINEE CORP. (Filipino)
806,472,479
PCD NOMINEE CORP. (Non-Filipino).
53,699,170
THE PHILODRILL CORPORATION
49,874,000
ALAKOR SECURITIES CORPORATION 37,034,333
JOSE D. SANGALANG
13,122,000
SEC Form 17-A
December 31, 2006
Percentage
75.23%
5.01%
4.65%
3.45%
1.22%
9
Anglo Philippine Holdings Corporation
ALAKOR CORPORATION
VULCAN IND’L. & MINING CORP.
DAVID GO SECURITIES, INC.
BA SECURITIES, INC.
FERNANDO GONZALES
ALYROM PROPERTY HOLDINGS, INC.
RAMON R. RIVERO
SOLEDAD V. NAVARRO
NATIONAL BOOK STORE INC.
LUTGARDA D. SANGALANG
ALAKOR SECURITIES CORPORATION
8,631,607
8,000,000
5,851,754
3,156,000
2,666,664
2,659,000
1,600,000
1,250,500
1,159,496
1,050,000
0.81%
0.75%
0.55%
0.29%
0.25%
0.25%
0.15%
0.12%
0.11%
0.10%
FAO:ELEVEN SEVEN PROFITMAKER, INC.
1,000,000
1,000,000
900,000
883,999
850,000
801,333
0.09%
0.09%
0.08%
0.08%
0.08%
0.07%
SOCORRO BENAVIDEZ
GO BIAO, MARIANO
SANTIAGO TANCHAN III
S.J. ROXAS & CO., INC A/C#2.19.038
TANCHAN, CONSTANTINE
(3)
Dividends
NO dividends were declared during the last two (2) fiscal years 2005 and 2006 and the
first quarter of the current fiscal year 2007.
The Company’s ability to declare and pay dividends on common equity is restricted by
the availability of sufficient retained earnings.
(4)
Recent Sales of Unregistered Securities
NO unregistered securities were sold during the past three (3) years. All of the
Company’s issued and outstanding shares of stock are duly registered in accordance with
the provisions of the Securities Regulation Code (SRC).
(a)
(b)
(c)
(d)
Securities Sold – not applicable; NO securities were sold
Underwriters and Other Purchases – not applicable; NO securities were sold
Consideration – not applicable; NO securities were sold
Exemption from Registration Claimed – not applicable; NO securities were sold.
Item 6. Management’s Discussion and Analysis or Plan of Operation.
(a)
Management’s Discussion and Analysis or Plan of Operation
(1)
Plan of Operation
(A)
The Company expects to be able to satisfy its working capital requirements for
the next twelve (12) months. To sustain business growth, the Company plans to
focus and build on its core investments in commercial property development,
natural resources development and infrastructure. In addition, the Company will
continue to take advantage of new business opportunities that may emerge in
other investment areas which provide synergies with the Company’s investment
portfolio.
SEC Form 17-A
December 31, 2006
10
Anglo Philippine Holdings Corporation
(B)
Owing to the nature of the business of the Company as an investments holding
firm, no product research and development is expected to be undertaken in the
next twelve (12) months.
(C)
The Company does not expect to make any purchase or sale of any plant and/or
significant equipment within the next twelve (12) months.
(D)
The Company does not expect any significant change in the number of its
employees in the next twelve (12) months.
The Company will continue to be affected by the Philippine business environment as may
be influenced by any local/regional financial and political crises. The Company’s
financial statements for the year ended 31 December 2006 reflect foreign exchange gains
on the Company’s dollar denominated loans.
(2)
Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Financial highlights for the years 2006, 2005, and 2004 are presented below:
Revenues
Net income
Total assets
Net worth
Issued & subscribed capital
2006
2005
2004
284,824,754
399,323,102
2,334,730,849
1,145,696,844
1,072,000,000
363,292,196
308,126,038
2,077,583,141
746,373,742
1,072,000,000
476,529,916
204,321,895
1,819,600,263
438,247,704
1,072,000,000
The top five (5) key performance indicators of the Company and its majority-owned
subsidiary are as follows:
Current Ratio
Current Assets
Current Liabilities
Debt to Equity Ratio
Total Liabilities
Stockholders Equity
Equity to Debt Ratio
Stockholders Equity
Total Liabilities
Book Value per share
Stockholders Equity
Total # of shares
SEC Form 17-A
December 31, 2006
December 31, 2006
December 31, 2005
December 31, 2004
1.18: 1
1.12: 1
1.21: 1
1,342,485,056
1,129,709,340
901,074,292
807,228,625
__1,031,480,190
851,954,389
1.04 : 1
1.78 : 1
3.15 : 1
1,189,034,004
1,145,696,844
1,331,209,399
746,373,742
1,381,352,559
438,247,704
0.96 : 1
0.56 : 1
0.32 : 1
1,145,696,844
1,189,034,004
__746,373,742
1,331,209,399
__438,247,704
1,381,352,559
1.07
0.70
0.41
__1,145,696,844
1,072,000,000
__746,373,742
1,072,000,000
__438,247,704
1,072,000,000
11
Anglo Philippine Holdings Corporation
Earnings per share
Net Income (Loss)
Total # of shares
0.37
0.29
0.19
__399,323,102
1,072,000,000
__308,126,038
1,072,000,000
204,321,895
1,072,000,000
Current Ratio increased in 2005 from 2004 figures due to a decrease in Cash and Cash
Equivalents as the Company paid off its loans payable. On the other hand, Current Ratio
increased in 2006 from 2005 figures due to the increase in market value of its investment
in EPHI.
Debt-to-Equity ratio from 2004 to 2006 showed a steady decline as the Company was
able to settle and discharge a significant portion of its outstanding loan obligations, with
banks and its affiliates. Contrariwise, Equity-to-Debt ratio steadily improved on account
of the net income generated by the Company from 2004 to 2006.
The consistent increase in the Company’s Book Value Per Share (BVPS) and Earnings
Per Share (EPS) from 2004 to 2006 is mainly due to the positive income posted by the
Company from 2004 to 2006.
(i)
There are no known trends, events or uncertainties that have or are reasonably
likely to have a material impact on the Company’s short-term or long-term
liquidity, EXCEPT that the possible sale of the Company's assets may generate
additional revenues for the Company.
(ii)
The Company’s internal source of liquidity comes, primarily, from revenues
generated from operations. The Company’s external source of liquidity comes,
primarily, from loans/financing obtained from financial institutions and,
alternatively, may also come from the collection of its accounts receivables and
issuance of additional capital stock.
(iii)
The Company has no material commitments for capital expenditures, but is
expected to contribute its equity share in the capital expenditures of its investee
companies. However, the bulk of the funding for such expenditures will be
sourced from project financing.
(iv)
There are no known trends, events or uncertainties that have had or are reasonably
expected to have a material impact on the revenues or income from continuing
operations, save as stated in Item 6, paragraph (a)2(i) above.
(v)
There are no significant elements of income or loss that did not arise from the
Company's continuing operations.
(vi)
There have been no material changes from period to period in one or more line
items of the registrant‘s financial statements, EXCEPT:
a. Certain Revenue items from 2004 to 2006 consisting of changes in: (i) Interest
Income (which increased from P72 Million in 2004 to P271.8 Million in 2005
due to collection of interest income from affiliates, but which was eventually
paid off in 2005 resulting to a decrease in interest income in 2006); (ii) Other
Income (from P404.6 Million in 2004 down to P91 Million in 2005 and
SEC Form 17-A
December 31, 2006
12
Anglo Philippine Holdings Corporation
P96.3M in 2006); and, (iii) Equity Share in Net Income of Associate
attributable to the Company’s 7.76% equity share in the net earnings of
ACMDC. The increase in the Company’s Net Income from P308 Million in
2005 to P399 Million in 2006 was mainly due to the increase in market value
of the Company’s EPHI investment.
b. Account Receivables amounted to P991 Million in 2006, P665 Million in
2005 and P791 Million in 2004. The decrease between 2004-2005 was due to
payments received from affiliates, while the increase between 2005-2006 was
due to additional advances made to affiliates.
c. Investments and Advances decreased from P993 Million in 2005 to P346
Million in 2006 due to the reclassification of the Company’s ACMDC
investment into Investment in Associate.
d. Total Assets increased to P2.33 Billion in 2006 from P2.08 Billion in 2005
due to increases in the value of the Company’s EPHI investment and
Accounts Receivables. The increase in Total Assets from P1.8 Billion in 2004
to P2.08 Billion in 2005 was due to the Company's investment in ACMDC.
e. The Company’s Net Worth increased from P438 Million in 2004 to P746
Million in 2005 to P1.15 Billion in 2006 as a direct result of the
correspondingly increasing Net Income of P204 Million in 2004, P308
Million in 2005 and P399 Million in 2006.
f. Loans and Advances Payable represent investor advances to the Company for
future transactions, including investment placements.
g. Stockholders' Equity increased by P399 Million as of the end of 2006 due to
the Net Income generated by the Company during the year.
(vii)
There have been NO seasonal aspects that had a material effect on the financial
condition or results of operations of the Company.
(viii) There are NO events that will trigger direct or contingent financial obligation that
is material to the Company, including any default or acceleration of an obligation.
(ix)
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.
(2)
Interim Periods
No interim financial statements are included in this report.
Item 7. Financial Statements
Refer to the Audited Financial Statements as of December 31, 2006 and 2005.
SEC Form 17-A
December 31, 2006
13
Anglo Philippine Holdings Corporation
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
There have been no changes in, nor disagreements with, accountants on accounting and
financial disclosure for fiscal year 2006.
PART III - CONTROL AND COMPENSATION INFORMATION
Item 9. Directors and Executive Officers of the Registrant
(a)
(1)
(A)
Directors, Executive Officers Promoters and Control Persons
Identify Directors and Executive Officers
Names and Ages of Directors and Executive Officers
Name
Alfredo C. Ramos
Christopher M. Gotanco
Age
63
57
Adrian S. Arias
44
Francisco A. Navarro
63
Augusto B. Sunico
78
Iluminada P. Rodriguez
58
Roberto V. San Jose
65
Presentacion S. Ramos
Patrick V. Caoile
Victor V. Benavidez
Adrian S. Ramos
Renato C. Valencia
Ramoncito Z. Abad
65
48
55
28
65
60
Citizenship
Position
Filipino Chairman of the Board
Filipino Director
President
Filipino VP-Legal & Corporate Affairs
Asst. Corporate Secretary
Executive Vice President
Filipino Director
Executive Vice President
Filipino Director
Treasurer
Filipino Director
General Manager
VP-Finance and Administration
Filipino Director
Corporate Secretary
Filipino Director
Filipino Director
Filipino Director
Filipino Director
Filipino Independent Director
Filipino Independent Director
Period of service
as such officer
1989 to present
1987 to present
1988 to present
1998 to 2005
1998 to present
2005 to present
1984 to present
1986 to 2005
1984 to present
1986 to present
1998 to 2004
2003 to 2005
2005 to present
1998 to present
1979 to present
1984 to present
1989 to present
1991 to present
March 2006-present
Dec. 2006 to present
Mar.2007 to present
Messrs. Valencia and Abad are the Company’s independent directors.
(B)
Positions and offices that each person named above held with the Company
Mr. Alfredo C. Ramos has been a Director since 1975 and the Chairman of the
Board since 1989.
Mr. Christopher M. Gotanco has been a Director since 1987 and the President
since 1988. He was previously the VP-Finance and Administration.
Atty. Adrian S. Arias was appointed Executive Vice President in 2005 and has
been Assistant Corporate Secretary since 1998. He was previously VP-Legal and
Corporate Affairs.
SEC Form 17-A
December 31, 2006
14
Anglo Philippine Holdings Corporation
Mr. Francisco A. Navarro has been a Director since 1984 and Executive Vice
President from 1986 to 2005.
Atty. Augusto B. Sunico has been a Director since 1984 and a Treasurer since
1986.
Ms. Iluminada P. Rodriguez was appointed VP-Finance & Administration in
2005. She was previously a director (1998-2004), General Manager (2003-2005)
and Accounting Manager (1984-2003).
Atty. Roberto V. San Jose has been the Corporate Secretary since 1979 and a
Director since 1998.
Mrs. Presentacion S. Ramos, Mr. Patrick V. Caoile and Mr. Victor V. Benavidez
have been Directors since 1984, 1986 and 1991, respectively.
Mr. Adrian S. Ramos was elected director of the Company in March 2006.
Mr. Renato C. Valencia was elected independent director in December 2006,
while Mr. Ramoncito Z. Abad was elected independent director in March 2007.
(C)
Term of Office as Director and Period of Service
The Directors of the Company are elected at the Company’s annual stockholders’
meeting to hold office until the next succeeding annual meeting and until their
successors shall have been elected and qualified. Officers are appointed/elected
annually by the Board of Directors at the organizational meeting following the
annual stockholders’ meeting, to hold office until the next organizational meeting
of the Board of Directors in the following year or until a successor shall have
been elected/appointed and qualified, in accordance with Company By Laws.
(D)
Business experience of directors/officers during the past five (5) years
Mr. Alfredo C. Ramos is the Chairman of the Board and Chief Executive Officer
of the Company. For the past five (5) years, he has served as a director and/or
executive officer, and maintained business interests, in companies involved in the
printing, publication, sale and distribution of books, magazines and other printed
media, transportation, financial services, oil and gas exploration, mining, property
development, shopping center, department store, gaming and retail, among others.
Mr. Christopher M. Gotanco is a Director and the President/COO/CFO of the
Company. For the past five (5) years, he has served as a director and/or executive
officer in companies involved in transportation, mining, oil and gas exploration,
and retail, among others.
Atty. Adrian S. Arias is the Company’s Executive Vice President and Assistant
Corporate Secretary. He has been in active corporate law practice for more than
fifteen (15) years.
SEC Form 17-A
December 31, 2006
15
Anglo Philippine Holdings Corporation
Atty. Augusto B. Sunico is a Director and the Treasurer of the Company. For the
past five (5) years, he has served as a director and/or executive officer, and
maintained business interests, in a university and companies engages in oil and
gas exploration, mining, shipbuilding, stock brokerage, property development,
financial services and shopping center, among others.
Ms. Iluminada P. Rodriguez is the Vice President for Finance and Administration
of the Company. For the past five (5) years, she has served as an executive officer
of companies involved in garments, manufacturing, oil and gas exploration and
mining.
Atty. Roberto V. San Jose is a Director and the Corporate Secretary of the
Company. He has been in the active practice of law for more than forty (40)
years.
Mr. Francisco A. Navarro is a Director of the Company. For the past five (5)
years, he has headed the petroleum exploration and development group of The
Philodrill Corporation and served the boards of condominium companies.
Ms. Presentacion S. Ramos is a Director of the Company. For the past five (5)
years, she has served as a director and/or executive officer, and maintained
business interests, in companies involved in the printing, publication, sale and
distribution of books, magazines and other printed media, department store, stock
brokerage, oil and gas exploration and mining, among others.
Mr. Patrick V. Caoile is a Director of the Company. For the past five (5) years, he
has served as a director and/or executive officer in companies involved in mining
and aggregates, oil and gas exploration and manufacturing.
Mr. Victor V. Benavidez is a Director of the Company. For the past five (5) years,
he has served as an officer of a stock brokerage firm and property development
company.
Mr. Adrian S. Ramos was elected director of the Company in March 2006. For
the past five (5) years, Mr. Ramos has served as a director and/or executive
officer in companies involved in mining, investments holdings, securities and
water infrastructure. He also previously worked as a business school Instructor,
operations manager for a book retailer and business analyst.
Mr. Renato C. Valencia was elected independent director of the Company in
December 2006. He is the former administrator of the Social Security
Commission (SSS).
Mr. Ramoncito Z. Abad was elected independent director of the Company in
March 2007. He is the former Chairman of the Development Bank of the
Philippines.
SEC Form 17-A
December 31, 2006
16
Anglo Philippine Holdings Corporation
(E)
Directors with directorship(s) held in reporting companies
Alfredo C. Ramos
Atlas Cons.Mining & Dev’t. Corp.
Penta Capital Finance Corp.
EDSA Properties Holdings, Inc.
Penta Capital Investment Corp.
Kuok Phil. Properties, Inc.
Phil. Gaming & Mgt. Corp.
Metro Rail Transit Corp.
Philippine Seven Corporation
MRT Holdings, Inc.
Shangrila Plaza Corporation
MRT Dev’t. Corp.
The Philodrill Corporation
National Book Store, Inc.
United Paragon Mining Corp.
North Triangle Depot Comm’l Corp.
Vulcan Industrial & Mining Corp.
Christopher M. Gotanco
MRT Development Corp.
The Philodrill Corporation
MRT Holdings, Inc.
Vulcan Industrial & Mining Corp.
North Triangle Depot Comm’l Corp.
Augusto B. Sunico
Alakor Securities Corp.
Shangrila Plaza Corporation
EDSA Properties Holdings Inc.
The Philodrill Corporation
Manuel L. Quezon University
United Paragon Mining Corp.
Penta Capital Finance Corp.
Vulcan Industrial & Mining Corp.
Penta Capital Investment Corp.
Presentacion S. Ramos
Alakor Securities Corp.
The Philodrill Corporation
National Book Store, Inc.
Vulcan Industrial & Mining Corp.
Roberto V. San Jose
Atlas Resources Management Group
MAA Consultants, Inc,
CP Group of Companies
Mabuhay Holdings Corp.
CP Equities Corporation
Francisco A. Navarro
The Philodrill Corporation
Vulcan Industrial & Mining Corp.
Alakor Securities Corp.
Aquatlas, Inc.
The Philodrill Corporation
Adrian S. Ramos
United Paragon Mining Corp.
Zenith Holdings Corporation
Renato C. Valencia
Bases Conversion Dev’t Authority
Independent Insight, Inc.
Civil Aeronautics Board
Metropolitan Bank & Trust Company
Habitat for Humanity Phils.
Roxas Holdings Inc.
Hypercash Payment System, Inc.
Triple Top AIM Inc.
Mr. Patrick V. Caoile is a director of Vulcan Industrial & Mining Corp.
Mr. Ramoncito Z. Abad is a director of Monhem Distributors.
SEC Form 17-A
December 31, 2006
17
Anglo Philippine Holdings Corporation
(2)
Significant Employees
Other than its current officers and employees, the Company has not engaged the
services of any person who is expected to make significant contributions to the
business of the Company.
(3)
Family Relationships
Mr. Alfredo C. Ramos, Chairman of the Board, is the husband of Mrs.
Presentacion S. Ramos, Director, and the brother-in-law of Atty. Augusto B.
Sunico, Director and Treasurer. Mr. Adrian S. Ramos, Director, is the son of Mr.
Alfredo C. Ramos and Mrs. Presentation S. Ramos.
(4)
Involvement in Certain Legal Proceedings
The Company is not aware of: (1) any bankruptcy petition filed by or against any
business of which a director, person nominated to become a director, executive officer,
promoter, or control person of the Company was a general partner or executive officer
either at the time of the bankruptcy or within two (2) years prior that time; (2) any
conviction by final judgment in a criminal proceeding, domestic or foreign, or being
subject to a pending criminal proceeding, domestic or foreign, excluding traffic violations
and other minor offenses of any director, person nominated to become a director,
executive officer, promoter, or control person; (3) any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
domestic or foreign, permanently or temporarily enjoining, barring, suspending or
otherwise limiting the involvement in any type of business, securities, commodities or
banking activities of a director, person nominated to become a director, executive officer,
promoter, or control person of the Company; and, (4) judgment against a director, person
nominated to become a director, executive officer, promoter, or control person of the
Company found by a domestic or foreign court of competent jurisdiction (in a civil
action), the Philippine Securities and Exchange Commission or comparable foreign body,
or a domestic or foreign exchange or electronic marketplace or self-regulatory
organization, to have violated a securities or commodities law, and the judgment has not
been reversed, suspended, or vacated.
Item 10. Executive Compensation
(1)
Summary Compensation Table
The aggregate compensation paid to the Company’s Chief Executive Officer and most
highly compensated executive and non-executive officers named below as a group for the
two most recently completed fiscal years (2006 and 2005) and the ensuing fiscal year
(2007) are:
Name
Position
Alfredo C. Ramos
Christopher M. Gotanco
Adrian S. Arias
Iluminada P. Rodriguez
Chairman
President
EVP
VP
SEC Form 17-A
December 31, 2006
2005
2006
2007 (est.)
18
Anglo Philippine Holdings Corporation
TOTAL
P2,441,850.00
P2,665,000.00
P2,984,800.00
All officers and directors
as a group unnamed
P3,156,850.00
P3,330,000.00
P3,649,800.00
(2)
Compensation of Directors
(A)
Standard Arrangement
For the most recently completed fiscal year, directors received and will receive a per
diem of P5,000.00 per month to defray their expenses in attending board meetings.
(B)
Other Arrangements
There are no other arrangements for compensation of directors, as such, during the last
fiscal year and for the ensuing fiscal year.
(3)
Employment Contracts and Termination of Employment and Change-inControl
(A)
The Company maintains standard employment contracts with Messrs. Alfredo C.
Ramos and Christopher M. Gotanco, both of which provide for their respective
compensation and benefits, including entitlement to health benefits, representation
expenses and company car plan.
(B)
Other than what is provided under applicable labor laws, there are no
compensatory plans or arrangements with executive officers entitling them to
receive more than P2,500,000.00 as a result of their resignation or any other
termination of employment, or from a change in control of the Company, or a
change in the executive officers’ responsibilities following a change in control of
the Company.
The Company maintains a retirement policy pursuant to which an eligible
employee will receive one month's pay for every year of service for the first 10
years and two month's pay for every year of service beyond 10 years. Based on
this policy, the retirement pay of some officers of the Company may exceed
P2,500,000.00.
(C)
There are no warrants or options outstanding in favor of directors and officers of
the Company.
Item 11. Security Ownership of Certain Beneficial Owners and Management
(1)
Security Ownership of Certain Record and Beneficial Owners
As of 31 December 2006, the Company is not aware of anyone who beneficially owns
more than 5% of its voting securities, except as set forth below:
SEC Form 17-A
December 31, 2006
19
Anglo Philippine Holdings Corporation
Title of
Class
Common
Common
Common
Common
Name and address of record owner
and relationship with the Issuer
PCD Nominee Corporation
Makati Stock Exchange Bldg.
6767 Ayala Avenue, Makati City
Stockholder
Alakor Securities Corporation
5th Floor Quad alpha Centrum
125 Pioneer St., Mandaluyong City
Stockholder
National Book Store, Inc.
4th Floor, Quad Alpha Centrum
125 Pioneer St., Mandaluyong City
Stockholder
PCD Nominee Corporation
Makati Stock Exchange Bldg.
6767 Ayala Avenue, Makati City
Stockholder
Name of Beneficial Owner
Citizenship
No. of shares
held
Percentage
Ownership
(see note A)
Filipino
242,915,836*
22.66%
(see Note B)
Filipino
248,130,767**
23.15%
(see Note C and D)
Filipino
354,619,705
33.08%
(see Note A)
Non-Filipino
53,699,170
5.01%
*Net of 563,556,643 shares under the name of Alakor Securities Corp.
**Net of 353,460,209 shares under the of National Book Store Inc.
Note A: The shares registered in the name of PCD Nominee Corporation (PCD) are beneficially owned
by its participants. As a matter of practice, PCD itself does not vote the number of shares registered in its
name; instead, PCD issues a general proxy constituting and appointing each of its participants as PCD’s
proxy to vote for the number of shares owned by such participant in PCD’s books as of Record Date. Based
on PCD’s books, there are 193 beneficial owners of the Company’s voting stock of which Alakor Securities
Corporation (ASC) is the record owner of more than 5% of the Company’s voting securities
Note B: The shares registered in the name of ASC are beneficially owned partly by itself and its clients.
Unless otherwise authorized, ASC itself does not vote the number of shares beneficially owned by its
clients. ASC, however, votes the shares of the Company it beneficially owns. Among ASC’s clients,
National Book Store, Inc. (NBSI) is the beneficial owner of more than 5% of the Company’s voting
securities.
Note C. NBSI votes the shares of the Company it beneficially owns. The proxy of NBSI is appointed by its
Board of Directors and the Company becomes aware of such proxy only when the appointment is received
by the Company. Based on previous practice, Mr. Alfredo C. Ramos has been appointed proxy for NBSI for
the previous years.
Note D: Mr. Alfredo C. Ramos has direct/indirect interest and/or shareholdings in NBSI.
(2)
Security Ownership of Management
As of 31 December 2006, the Company’s directors and officers own the following
number of shares registered in their respective names:
Amount and nature of
Beneficial ownership
Type
Common
Common
Common
Common
Common
Common
Common
Common
Common
Common
Common
Name of beneficial owner
Alfredo C. Ramos (D/CEO)
Christopher M. Gotanco (D/O)
Adrian S. Arias (O)
Augusto Sunico (D/O)
Iluminada P. Rodriguez (O)
Roberto V. San Jose (D/O)
Francisco A. Navarro (D)
Presentacion S. Ramos (D)
Patrick V. Caoile (D)
Victor V. Benavidez (D)
Adrian S. Ramos (D)
SEC Form 17-A
December 31, 2006
Direct
Indirect
Citizenship
10,000 22,447,853
Filipino
100
Filipino
0
0
Filipino
50,000
150,100
Filipino
169,902
30,000
Filipino
370,000
393,866
Filipino
0
404,166
Filipino
0
50,000 25,833,332
Filipino
223,333
0
Filipino
10,333
0
Filipino
20,000
1,200,000
Filipino
Percent of Class
2.094%
<0.01%
<0.01%
0.02%
0.03%
0.04%
0.04%
2.14%
0.02%
<0.01%
0.02%
20
Anglo Philippine Holdings Corporation
1,000
1,000
Common Renato C. Valencia (ID)
Common Ramoncito Z. Abad (ID)
0
0
Filipino
Filipino
<0.01%
<0.01%
There are no additional shares of the Company which the above-listed directors and
officers have the right to acquire beneficial ownership of from options, warrants,
conversion privileges, or similar obligations.
(3)
Voting Trust Holders of 5% or More
To the extent known to the Company, there is no person holding more than 5% of the
Company’s securities under a voting trust or similar arrangement.
(4)
Changes in Control
To the extent known to the Company, there are no arrangements which may result in a
change in control of the Company.
Item 12. Certain Relationships and Related Transactions
(1)
Related Transactions
There had been NO transactions during the last two (2) years, nor is any transaction
presently proposed, to which the Company was or is to be a party in which any director
or executive officer of the Company, or nominee for election as a director, or owner of
more than 5% of the Company’s voting securities, or voting trust holder of 5% or more of
any class of the Company’s securities, or any member of the immediate family (including
spouse, parents, children, siblings, and in-laws) of any of the foregoing persons had or is
to have a direct or indirect material interest.
In the ordinary and regular course of business, the Company had or may have
transactions with other companies in which some of the foregoing persons may have an
interest.
(2)
Not Applicable
(3)
Parent of the Company
NO person holds more than 50% of the Company’s voting securities, and the Company
has no parent company.
(4)
Transaction with Promoters
The Company has had no transaction with promoters during the last (5) years.
PART IV - EXHIBITS AND SCHEDULES
Item 14.
A.
B.
Exhibits and Reports on SEC Form 17-C
Exhibits
Report on SEC Form 17-C
SEC Form 17-A
December 31, 2006
-
Not applicable
Already filed with the SEC
21
SIGNATIJRES
Pursuant to the requirements of section 17 of the sRC and section l4l of the
corporation code, the Issuerhas duly causedtlis report to be signedon its behalf by the
undersigned,thereuntoduly aulhorized,in the city ofMandaluyong on30 Apnl 20{i7.
Anglo Philippine Holdings Corporation
Issuer
-s,[
CL
C.,"
Alfredo C. Ramos
Director/Chairmanof the Board
Chief ExecutiveOfficer
ffi-
ChristopherM. Gotanco
Director/?resident
COO/ChiefFinancial Offrcer
Adrian S. Arias
ExecutiveVice President&
AssistantCorporateSecretary
hM"
Aug
Dire
I
,lrlt-.'n l
Ilurtnhda P.p.ofiguez
VP-FinancearldAdmin
ChiefAccountinsOfficer
SUBSCRIBEDAND swoRN to beforeme rhis 30 April 2006, affiants exhibitedto me
their respectiveCornmunifyTax Certificates,as followi:
Names
Altedo C. Ramos
ChristopherM. Gotanco
Adrian S. Arias
AugustoB. Sunico
IluminadaP. Rodriguez
CTCNo.
10428601
05837213
05223929
05223928
05837216
Dateof Issue
Place of Issue
0t-02-2007
Manila
01-10-2007 Mandaluyoag
0l-04-2007
Mandaluyong
0l-04-2007
Mandaluyong
0l-r0-2007
Mandaluyong
DocNo. 6a9
PaseNo. tl
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Seriesof 2007.
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December31,2006
COVER SHEET
1 4 1 0 2
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H O L D I N G S
C O R P O R A T I O N
(Company's Full Name)
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(Business Address : No. Street Company / Town / Province)
Lumen P. Rodriguez
+63(2)6356130
Contact Person
1 2
3 1
Month
Day
Company Telephone Number
A A F S
FORM TYPE
Month
Day
Annual Meeting
Secondary License Type, If Applicable
Dept. Requiring this Doc.
Amended Articles Number/Section
Total Amount of Borrowings
Total No. of Stockholders
Domestic
To be accomplished by SEC Personnel concerned
File Number
LCU
Document I.D.
Cashier
STAMPS
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Foreign
ANGLO PHILIPPINE HOLDINGS CORPORATION
FINANCIAL STATEMENTS
December 31, 2006, 2005 and 2004
CORPORfrTIOI{
fi l{GrOpHrupillrE HOrDllrGS
STATEMENT OF MANAGEMENT'S RESPONSIBILITY
FOR FINANCIAL STATEMENTS
The managementof Anglo Philippine Holdings Corporationis responsiblefor all informationand
representations
containedin the financialstatements
for the yearsendedDecember31, 2006and
2005. The financial statementshave been prepared in conformity with generally accepted
accountingprinciples and reflect amountsthat are basedon the best estimatesand informed
judgrnentof management
with an appropriateconsiderationto materiality.
In this regard,managementmaintainsa systemof accountingand reporting which providesfor
the necessaryintemal controls to ensuretlat transactionsare properly authorizedand recorded,
assets
aresaGguarded
againstunauthorized
useor dispositionandliabilitiesarerecognized.
The Board of Directorsreviewsthe financial statementsbefore suchstatementsare approvedand
submittedto the stockholdersof the company.
KPMG Manabat Sanagustin & Co., the independent auditors and appointed by the
stockholders,hasexaminedthe financial statementsof the companyin accordancewith generally
acceptedauditing standardsand has expressedits opinion on the faimess of presentationupon
comoletionof suchexamination"
in its reDortto stockholders.
(*r" c);
ALFRNDOC.RAMOS
Director/Chairmanof the Boaxd
'
ChiefExecutiveOfficer
CIIRISTOPIIER M. GOTANCO
Director/President
COO/ChiefFinancialOfficer
AUGU
. SUNICO
Dird0tor/Treasurer
SUBSCRIBEDAND SWORNto beforeme on this 30thdayof April 2007at MandaluyongCity.
Names
AlfredoC. Ramos
ChristopherM. Gotanco
AugustoB. Sunico
DocNo. 6et
PageNo. at
BookNo. ?
Series
of2007.
CTCNo,
10428061
05827213
05823928
Date of Issue
0l-02-2007
0l-10-2007
01-04-2007
Placeof Issue
Manila
Mandaluyong
Mandaluyong
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I'le':j'll*Yong CitY
5th Floor, QuadAlpha Centrum, 125 Pioneer St eet, Mandeluyong Citt 1550, philippines
Telephone Nos.:(632) 631.s 139 ' (632) 63s-6120 . FaxNo.:(612)531-3113
ABCD
Manabat Sanagustin & Co.
CertifiedPublicAccountants
(FormerlyLayaMananghaya&Co.)
22/F,PhilamlifeTower,8767PaseodeRoxas
MakatiCity1226,MetroManila,Philippines
Telephone +63(2)8857000
+63(2)8938507
Fax
+63(2)8941985
+63(2)8166595
Internet
www.kpmg.com.ph
[email protected]
PRC-BOARegistrationNo.0003
SECAccreditationNo.0004-FR-1
BSPAccredited
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
Anglo Philippine Holdings Corporation
6th Floor, Quad Alpha Centrum Building
125 Pioneer Street, Mandaluyong City
We have audited the accompanying financial statements of Anglo Philippine Holdings
Corporation, which comprise the balance sheets as at December 31, 2006 and 2005, and the
statements of income, statements of changes in equity and statements of cash flows for each of
the three years in the period ended December 31, 2006 and a summary of significant accounting
policies and other explanatory notes.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements
in accordance with Philippine Financial Reporting Standards. This responsibility includes:
designing, implementing and maintaining internal control relevant to the preparation and fair
presentation of financial statements that are free from material misstatement, whether due to
fraud or error; selecting and applying appropriate accounting policies; and making accounting
estimates that are reasonable in the circumstances.
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with Philippine Standards on Auditing. Those standards
require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the financial statements. The procedures selected depend on the auditors’
judgment, including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk assessments, the auditors consider
internal control relevant to the entity’s preparation and fair presentation of the financial
statements in order to design audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An
audit also includes evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by management, as well as evaluating the overall
presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion.
ManabatSanagustin&Co.
certifiedpublicaccountants,
aprofessionalpartnershipestablished
underPhilippinelaw,isamemberofthe
KPMGnetworkofindependentmember
firmsaffiliatedwithKPMGInternational,a
Swisscooperative.
Units142/144&146/148
GroundFloor,AlphaBuilding
SubicInternationalHotelCompound
RizalcornerSta.RitaRoads
SubicBayFreeportZone2222
Philippines
Telephone
+63(47)2522825
Fax
+63(47)2522826
e-Mail
[email protected]
Unit503,5thFloor,KeppelCenter
SamarLoopcorner
CardinalRosalesAvenue
CebuBusinessPark
CebuCity6000
Philippines
Telephone
+63(32)2339337
+63(32)2339339
Fax
+63(32)2339327
e-Mail
[email protected]
2ndFloor,UyBuilding
Sen.B.AquinoAvenue
Mandurriao
IloiloCity5000
Philippines
Telephone
+63(33)3213821
+63(33)3213822
Fax
+63(33)3213823
e-Mail
[email protected]
Suite3,DollBuilding
6thStreet
BacolodCity6100
Philippines
Telephone+63(34)4349225
Fax
+63(34)4348015
e-Mail
[email protected]
ANGLO PHILIPPINE HOLDINGS CORPORATION
BALANCE SHEETS
December 31
Note
2006
2005
4
5
6, 13
P56,629,100
372,682,228
911,133,028
2,040,700
1,342,485,056
P121,305,049
114,149,678
665,435,949
183,616
901,074,292
7
8
9
17
10
345,939,427
430,192,906
20,371,758
195,741,702
992,245,793
992,919,654
409,058
4,452,286
178,727,851
1,176,508,849
P2,334,730,849
P2,077,583,141
ASSETS
Current Assets
Cash and cash equivalents
Short-term investments
Receivables - net
Prepayments and other current assets
Total Current Assets
Noncurrent Assets
Investments and advances
Investment in an associate
Property and equipment - net
Deferred tax asset
Deferred exploration and other charges - net
Total Noncurrent Assets
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable and accrued expenses
Income taxes payable
Loans and advances payable
Total Current Liabilities
13
17
11
P27,412,756
13,800,106
1,088,496,478
1,129,709,340
P7,291,516
6,687,369
763,075,702
777,054,587
Noncurrent Liabilities
Long-term debt
Pension liability
Deferred tax liability
Total Noncurrent Liabilities
12
16
17
32,729,352
26,595,313
59,324,665
517,920,000
30,174,038
6,060,774
554,154,812
Equity
Capital stock
Additional paid-in capital
Retained earnings (deficit)
1,062,312,426
4,658,460
78,725,958
1,145,696,844
P2,334,730,849
See Notes to the Financial Statements.
1,062,312,426
4,658,460
(320,597,144)
746,373,742
P2,077,583,141
ANGLO PHILIPPINE HOLDINGS CORPORATION
STATEMENTS OF INCOME
Years Ended December 31
NET REVENUES
Interest
Equity share in net income of
associate
Others
COSTS AND EXPENSES
Impairment loss on deferred
exploration costs
General and administrative
Interest and other bank charges
Foreign exchange (gains) losses
Changes in value of held for
trading investments
Difference on asset exchange
Bond securitization expense
Note
2006
2005
2004
14
P170,174,174
P271,800,047
P71,919,764
8
18,341,906
96,308,674
284,824,754
91,492,149
363,292,196
404,610,152
476,529,916
10
15
13
20,967,405
20,601,766
15,029,037
(75,986,607)
24,011,821
21,027,893
(4,595,680)
22,328,087
127,371,722
8,224,101
7
(142,020,328)
(161,408,727)
1,973,981
42,418,015
3,689,870
81,807,978
22,484,180
265,905,938
446,233,481
320,874,181
210,623,978
33,501,900
13,408,479
P399,323,102
6,687,369
6,060,774
P308,126,038
4,890,977
1,411,106
P204,321,895
P0.37
P0.29
P0.19
INCOME BEFORE
PROVISION FOR INCOME
TAX
PROVISION FOR INCOME
TAX
Current
Deferred
NET INCOME
Earnings Per Share
See Notes to the Financial Statements.
17
18
ANGLO PHILIPPINE HOLDINGS CORPORATION
STATEMENTS OF CHANGES IN EQUITY
Years Ended December 31
Note
CAPITAL STOCK - P1 par
value
Authorized - 2,000,000,000 shares
Issued and outstanding 1,046,430,374 shares
Subscribed - 25,569,626 shares
Subscription receivable
ADDITIONAL PAID-IN
CAPITAL
RETAINED EARNINGS
(DEFICIT)
Balance at beginning of year
Net income for the year
Balance at end of year
2006
2004
P1,046,430,374 P1,046,430,374 P1,046,430,374
25,569,626
25,569,626
25,569,626
(9,687,574)
(9,687,574)
(9,687,574)
1,062,312,426 1,062,312,426
1,062,312,426
4,658,460
1,066,970,886
(320,597,144)
399,323,102
78,725,958
P1,145,696,844
See Notes to the Financial Statements.
2005
4,658,460
1,066,970,886
4,658,460
1,066,970,886
(628,723,182)
308,126,038
(320,597,144)
(833,045,077)
204,321,895
(628,723,182)
P746,373,742
P438,247,704
ANGLO PHILIPPINE HOLDINGS CORPORATION
STATEMENTS OF CASH FLOWS
Years Ended December 31
2006
2005
2004
P446,233,481
P320,874,181
P210,623,978
14
(170,174,174)
(271,800,047)
(71,919,764)
8
(18,341,906)
15,029,037
21,027,893
127,371,722
(75,986,607)
(4,595,680)
8,224,101
(142,020,328)
1,973,981
3,689,870
20,967,405
395,000
121,730
37,255
76,101,908
67,602,058
278,027,162
(116,512,222)
(245,697,079)
(26,431,799)
126,052,301
(80,246,573)
27,004,875
Note
CASH FLOWS FROM
OPERATING ACTIVITIES
Income before provision for
income tax
Adjustments for:
Interest income
Equity share in net income of
associate
Interest expense
Unrealized foreign exchange
losses (gains)
Changes in value of held for
trading investments
Impairment loss on deferred
exploration costs
Depreciation
Operating income before working
capital changes
Decrease (increase) in:
Short-term investments
Receivables
Prepayments and other current
assets
Increase in accounts payable and
accrued expenses
Cash (used) generated from
operations
Income taxes paid
Interest received
Interest paid
Net cash provided by (used in)
operating activities
CASH FLOWS FROM
INVESTING ACTIVITIES
Decrease (increase) in:
Deferred exploration and other
charges
Investments and advances
Investments in associate
Acquisitions of property and
equipment
Net cash provided by (used in)
investing activities
Forward
5
10
9, 13
5
6
(1,857,084)
13,975,675
209,799
162,040
1,788,103
222,081,356
(273,988,802)
(8,123,447)
170,174,174
(15,029,037)
169,220,462
271,800,047
(21,027,893)
447,028,860
71,919,764
(127,371,722)
(126,967,112)
419,992,616
391,576,902
10
7
8
(37,981,256)
665,322,133
(430,192,906)
(2,063,683)
(386,107,686)
-
10,174,875
699,411,981
-
9
(20,357,700)
(339,137)
176,790,271
(388,510,506)
(184,200)
709,402,656
Years Ended December 31
2005
2004
P209,000,000
(323,499,108)
P571,870,000
(631,953,726)
P (953,005,465)
(114,499,108)
(60,083,726)
(953,005,465)
(64,675,949)
(28,601,616)
147,974,093
4
121,305,049
149,906,665
1,932,572
4
P56,629,100
P121,305,049
P149,906,665
Note
CASH FLOWS FROM
FINANCING ACTIVITIES
Proceeds from borrowings
Payments of borrowings
Net cash used in financing
activities
NET INCREASE (DECREASE)
IN CASH AND CASH
EQUIVALENTS
CASH AND CASH
EQUIVALENTS AT
BEGINNING OF YEAR
CASH AND CASH
EQUIVALENTS AT END OF
YEAR
See Notes to the Financial Statements.
2006
ANGLO PHILIPPINE HOLDINGS CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
1. Reporting Entity
Anglo Philippine Holdings Corporation (the “Company”), a corporation duly organized
and existing under the laws of the Republic of the Philippines, was incorporated and
registered with the Securities and Exchange Commission (SEC) on March 13, 1996, as a
holding company. The Company purchases or otherwise acquires, for the purpose of
holding or disposing of the same, property of every kind and description, including the
goodwill, stocks, rights and property of any person, firm, association or corporation and
to generate all kinds of investment opportunities or fields of investments.
The Company started commercial operations on August 1, 2000 and its shares are listed
in the Philippine Stock Exchange.
The address of the Company’s registered office is at 6th Floor, Quad Alpha Centrum
Building 125 Pioneer Street, Mandaluyong City, Philippines.
In previous years, the Company had been adversely affected by the slowdown in the
business and economic environment and has accumulated deficit of P320.6 million as of
December 31, 2005. However, in 2006, the Company had a Retained Earnings of P78.7
million, which substantially was due to its earnings from investments held-for-trading.
To sustain business growth, the Company plans to focus and build on its core
investments in commercial property development (through investments in North Triangle
Depot Commercial Corporation and EDSA Properties Holdings, Inc.) and natural
resources (through investments in mining, notably Atlas Consolidated Mining &
Development Corporation, and petroleum exploration). In addition, the Company will
continue to take advantage of new business opportunities that may emerge in other
investment areas which provide synergies with the Company’s investment portfolio.
2. Basis of Preparation
Statement of Compliance
The financial statements have been prepared in accordance with Philippine Financial
Reporting Standards (PFRS).
The Company’s financial statements as of and for the year ended December 31, 2006
were approved and authorized for issue by the Board of Directors on April 30, 2007.
Basis of Measurement
The financial statements have been prepared on the historical cost basis except for certain
financial instruments.
Functional and Presentation Currency
These financial statements are presented in Philippine Pesos, which is the Company’s
functional currency.
The preparation of financial statements in conformity with PFRS requires management to
make judgments, estimates and assumptions that affect the application of accounting
policies and the reported amounts of assets, liabilities, income and expenses. Actual
results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions
to accounting estimates are recognized in the period in which the estimate is revised and
in any future periods affected.
In particular, the following are the information about significant areas of estimates,
uncertainty and critical judgments in applying accounting policies that have the most
significant effect on the amounts recognized in the financial statements:
Estimated allowance for impairment losses on receivables
The Company maintains allowance for impairment losses at a level considered
adequate to provide for uncollectible receivables. The level of this allowance is
evaluated by the Company on the basis or factors that affect the collectibility of the
accounts. These factors include, but are not limited to, the length of the Company’s
relationship with debtors and, their payment behavior and known market factors.
The Company reviews the age and status of receivable, and identifies accounts that
are to be provided with allowance on a regular basis. The amount and timing of
recorded expenses for any period would differ if the Company made different
judgments or utilized different estimates. An increase in the Company’s allowance
for impairment losses would increase the Company’s recorded operating expenses
and decrease current assets (see Note 6).
Estimated useful lives of property and equipment
The Company estimates the useful lives of its property and equipment based on the
period over which the assets are expected to be available for use. The Company
reviews annually the estimated useful lives of property and equipment based on
factors that include asset utilization, internal technical evaluation, technological
changes, environmental and anticipated use of the assets tempered by related industry
benchmark information. It is possible that the future results of operation could be
materially affected by changes in these estimates brought about by changes in factors
mentioned (see Note 9).
Impairment of assets
In assessing value in use, the estimated future cash flows are discounted to their
present value using a pre-tax discount rate that reflects current market assessments of
the time value of money and the risks specific to the asset. Impairment losses of
continuing operations are recognized in the statements of income in those expense
categories consistent with the function of the impaired asset (see Notes 6, 10).
Pension benefits
Pension expense and pension plan assets/liabilities are determined using certain
actuarial estimates and assumptions relating to the discount rate used in valuing the
Company’s defined benefit obligation and future experiences such as the rate of
return on plan assets, future salary increases, retirement date or age, and mortality
and turnover rate of covered employees. These estimates and assumptions directly
influence the amount of the pension assets/liabilities recognized in the financial
statements (see Note 16).
-2-
Income taxes
There are certain transactions and computations for which the ultimate tax
determination is uncertain during the course of business. The Company recognizes
deferred tax assets and liabilities based on estimates of whether additional income
taxes will be due in the future. Where the final outcome of these matters is different
from the amount that were initially recognized, such differences will impact the
income tax and deferred tax provisions in the period in which such determination is
made (see Note 17).
Provisions and Contingencies
The estimate of the probable costs for the resolution of possible claims has been
developed in consultation with outside counsel handling the Company’s defense in
these matters and is based upon an analysis of potential results. However, the
Company’s management and legal counsel believe that the eventual liabilities under
these lawsuits or claims will not have a material effect on the Company’s financial
statements. Accordingly, no provision for probable losses arising from legal
contingencies was recognized in the Company’s financial statements as at
December 31, 2006 and 2005.
3. Significant Accounting Policies
The following summary explains the significant accounting policies which have been
adopted in the preparation of the financial statements:
Adoption of New Standards, Amendments to Standards and Interpretations
The Financial Reporting Standards Council, or FRSC, (the successor body to the
Accounting Standards Council) approved the adoption as part of PFRS a number of new
standards, amendments to standards, and interpretation.
New Standard, Amendments to Standards and Interpretations Adopted in 2006
Effective January 1, 2006, the Company adopted the following new standard,
amendments to standards and interpretations:
PFRS 6, Exploration for and Evaluation of Mineral Resources applies to
expenditures incurred by an entity in connection with the exploration for and
evaluation of mineral resources (including minerals, oil, natural gas and similar nonregenerative resources). Activities within its scope include the search for mineral
resources, as well as the determination of the technical feasibility and commercial
viability of extracting those resources.
Amendment to PAS 19, Employee Benefits - Actuarial Gains and Losses, Group
Plans and Disclosures provides an option for recognizing actuarial gains and losses
in full in the period in which they occur, outside profit or loss. The amendment also
(a) specifies how group entities should account for defined benefit group plans in
their separate or individual financial statements and (b) requires entities to give
additional disclosures.
-3-
Amendment to PAS 39, Financial Instruments: Recognition and Measurement - The
Fair Value Option limits the fair value option to only those financial instruments that
meet certain conditions. The conditions that are required to be met under the
amendment are: where such designation eliminates or significantly reduces an
accounting mismatch, when a group of financial assets, financial liabilities or both
are managed and their performance is evaluated on a fair value basis in accordance
with a documented risk management or investment strategy, and when an instrument
contains an embedded derivative that meets particular conditions.
IFRIC 4, Determining Whether an Arrangement Contains a Lease provides guidance
for determining whether an arrangement, comprising a transaction or a series of
related transactions, that does not take the legal form of a lease but conveys a right to
use an asset in return for a payment or series of payments, is or contains, a lease that
should be accounted for in accordance with PAS 17, Leases.
The adoption of the above new standard, amendment to standards and interpretation did
not have a material effect on the Company’s financial statements. Additional disclosures
required by the new and revised standards were included in the financial statements,
where applicable.
New Standard, Amendment to Standard and Interpretations Not Yet Adopted
The following are the new standard, amendment to standard and interpretations which are
not yet effective for the year ended December 31, 2006, and have not been applied in
preparing these consolidated financial statements:
PFRS 7, Financial Instruments: Disclosures requires extensive disclosures about the
significance of financial instruments for an entity’s financial position and
performance, and quantitative and qualitative disclosures on the nature and extent of
risks.
Amendment to PAS 1, Presentation of Financial Statements - Capital Disclosures
adds requirements to disclose the entity’s objectives, policies and processes for
managing capital; quantitative data about what the entity regards as capital; whether
the entity has complied with any capital requirements; and if it has not complied, the
consequences of such non-compliance.
Under prevailing circumstances, the adoption of the above standards and amendments to
standards in 2007 is not expected to have any material effect on the financial statements.
Cash and Cash Equivalents
Cash includes cash on hand and in banks and is stated at its face value. Cash equivalents
are short-term, highly liquid investments that are readily convertible to known amounts
of cash with original maturities of three months or less and are subject to an insignificant
risk of changes in value.
Receivables
Receivables are recognized and carried at original invoice amount less an allowance for
any uncollectible amounts. An allowance for impairment loss is made when there is
objective evidence that the Company will not be able to collect the receivables, in part or
in whole.
-4-
Investment
Investment in share of stock of associates, where the percentage of ownership is 20% or
where the Company can exercise significant influence over the investee’s operating and
financial policies, are accounted for under the equity method. Under the equity method,
the cost of investment is increased or decreased by the Company’s equity in the net
earnings or losses of the investees, adjusted of the straight-line amortization over five (5)
years of the difference between the cost of such investments and the proportionate share
in the underlying net assets of such investment, since the dates of acquisition. Dividends
received are treated as a reduction in the carrying value of the investments.
Held-for-trading investments are those assets and liabilities that the Company acquires or
incurs principally for the purpose of selling or repurchasing in the near term, or holds as
part of a portfolio that is managed together for short-term profit or position taking.
Held-for-trading investments are initially recognized and subsequently measured at fair
value in the balance sheet with transaction costs taken directly to the statements of
income. All changes in fair value are recognized as part of changes in value of held for
trading investments in the statements of income. Held-for-trading investments are not
reclassified subsequent to their initial recognition.
Property and Equipment
Property and equipment are carried at cost less accumulated depreciation and any
impairment in value.
Initially, an item of property and equipment is measured at its cost, which comprises its
purchase price and any directly attributable costs of bringing the asset to working
condition. Subsequent expenditures are added to the carrying amount of the asset when it
is probable that future economic benefits, in excess of the originally assessed standard of
performance, will flow to the Company. All other subsequent expenditures are
recognized as expenses in the period in which they are incurred.
Depreciation is computed based on the carrying values of the assets using the straightline method over the following estimated useful lives:
Transportation equipment
Office equipment
Communication equipment
Condominium units and improvements
Number of Years
5
2-5
2
20
The useful lives and depreciation method are reviewed periodically to ensure that such
useful lives and depreciation method are consistent with the expected pattern of
economic benefits from those assets.
When an asset is disposed of, or is permanently withdrawn from use and no future
economic benefits are expected from its disposal, the cost and accumulated depreciation
and impairment losses, if any, are removed from the accounts and any resulting gain or
loss arising from the retirement or disposal is recognized in the statements of income.
-5-
Impairment of Assets
Financial Assets
A financial asset is considered to be impaired if objective evidence indicates that one or
more events have a negative effect on the estimated future cash flows of that asset.
An impairment loss in respect of a financial asset measured at amortized cost is
calculated as the difference between its carrying amount, and the present value of the
estimated future cash flows discounted at the original effective interest rate.
Significant financial assets are tested for impairment on an individual basis. The
remaining financial assets are assessed collectively in groups that share similar credit risk
characteristics.
All impairment losses are recognized in the statements of income.
Non-financial Assets
Non-financial assets are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be recoverable. If
any such indication exists and where the carrying amount of an asset exceeds its
recoverable amount, the asset or cash-generating unit is written down to its recoverable
amount. The estimated recoverable amount is the higher of an asset’s fair value less cost
to sell and value in use. The fair value less costs to sell is the amount obtainable from the
sale of an asset in an arm’s length transaction less the cost of disposal while value in use
is the present value of estimated future cash flows expected to arise from the continuing
use of an asset and from its disposal at the end of its useful life. In assessing value in
use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of time value of money and the
risks specific to the asset. For an asset that does not generate largely independent cash
inflows, the recoverable amount is determined for the cash-generating unit to which the
asset belongs. Impairment losses are recognized in the statements of income.
Recovery of impairment losses recognized in prior years is recorded when there is an
indication that the impairment losses recognized for the asset no longer exist or have
decreased. The recovery is recognized in the statements of income. However, the
increase in carrying amount of an asset due to a recovery of an impairment loss is
recognized to the extent that it does not exceed the carrying amount that would have been
determined (net of depreciation and amortization) had no impairment loss been
recognized for that asset in prior years.
Deferred Exploration and Other Charges
All exploration costs and related expenses incurred prior to the start of commercial
operations, reduced by incidental revenues, are carried as deferred exploration and other
charges, net of impairment loss, if any.
The costs and expenses for exploration activities which do not result in the discovery of
petroleum or mineral deposits that are commercially productive are recognized in the
statements of income after the project is abandoned and when management expects no
further recovery.
-6-
Income Taxes
Income tax in the statements of income is composed of current and deferred income tax.
Income tax is recognized in the statements of income except to the extent that it relates to
items recognized directly in equity, in which case it is recognized in equity. Current
income tax is the expected tax payable on the taxable income for the year, using tax rates
enacted at the balance sheet date, and any adjustment to tax payable in respect of
previous years.
Deferred tax assets are recognized for the future tax consequences attributable to
temporary differences between the carrying amount of assets and liabilities for financial
reporting purposes and the amounts used for taxation purposes and the carryforward
benefits of net operating loss carryover (NOLCO) and the minimum corporate income
tax (MCIT) over the regular corporate income tax. The amount of deferred tax provided
is based on the expected manner of realization or settlement of the carrying amount of
assets and liabilities, using tax rates enacted at the balance sheet date. A deferred tax
asset is recognized only to the extent that it is probable that future taxable profits will be
available against which the asset can be utilized.
Deferred assets are reduced to the extent that it is no longer probable that the related tax
benefit will be realized. The carrying amount of the deferred tax asset is reviewed at
each balance sheet date and reduced, if appropriate.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply
to the period when the asset is realized or the liability is settled, based on tax laws that
have been enacted or substantively enacted at the balance sheet date.
Foreign Currency Transactions
Foreign currency transactions are recorded in Philippine Peso based on the exchange
rates prevailing at the transaction dates. Foreign currency denominated assets and
liabilities are translated into Philippine Peso at the exchange rates prevailing at the
balance sheet date. The resulting foreign exchange gains and losses are recognized in the
statements of income.
Retirement Plan Benefits
The Company has a partially funded, noncontributory defined benefit pension plan
covering substantially all of its employees. Retirement costs are actuarially determined
using the projected unit credit method. This method reflects service rendered by
employees to the date of valuation and incorporates assumptions concerning employees’
projected salaries. In addition, this requires as a minimum the amortization of a
specified portion of the net cumulative actuarial gains or losses that exceed the “10%
corridor” (i.e. greater of the present value of the defined benefit obligation or the fair
value of the plan assets).
Interest and Other Income
Interest income on bank deposits and temporary investments are recorded when earned
and presented net of applicable final tax. Other income is recognized in the statements of
income when earned.
Costs and Expenses
Costs and expenses, not directly attributable to capitalizable projects, are recognized in
the statements of income.
Borrowing Costs
Borrowing costs are expensed when incurred and recognized in the statements of income.
-7-
Operating Lease Payments
Leases in which a significant portion of the risks and rewards of ownership are retained
by the lessor are classified as operating leases. Payments made under operating leases
are recognized in the statements of income on a straight-line basis over the term of the
lease.
Related Parties
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. It includes companies in which one or more of the directors and/or controlling
shareholders of the Company either have a beneficial controlling interest or are in a
position to exercise significant influence therein.
Earnings per Share
Earnings per share is determined by dividing net income for the year by the weighted
average number of common shares outstanding during the year.
Provisions and Contingencies
Provisions are recognized when the Company has a present legal or constructive
obligation as a result of a past event, it is probable that an outflow of resources
embodying economic benefits will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation. If the effect of the time value of
money is material, provisions are determined by discounting the expected future cash
flows at a pre-tax rate that reflects current market assessments of the time value of money
and, where appropriate, the risks specific to the liability. Where discounting is used, the
increase in the provision due to the passage of time is recognized as an interest expense.
Contingent liabilities are not recognized in the financial statements but are disclosed in
the notes to financial statements unless the possibility of an outflow of resources
embodying economic benefits is remote. Contingent assets are not recognized in the
financial statements but are disclosed in the notes to financial statements when an inflow
of economic benefits is probable.
Events after the Balance Sheet Date
Post year-end events that provide additional information about the Company’s position at
the balance sheet date (adjusting events) are recognized in the financial statements when
material. Post year-end events that are not adjusting events are disclosed in the notes
when material.
4. Cash and Cash Equivalents
Cash and cash equivalents consist of:
Cash in banks and on hand
Short-term investments with maturities
of less than three months
2006
P20,596,388
2005
P28,655,834
36,032,712
P56,629,100
92,649,215
P121,305,049
Cash in banks earn interest at the respective bank deposit rates. Short-term investments
are made for varying periods of up to three months, depending on the immediate cash
requirements of the Company, and earn interest at the respective short-term investment
rates.
-8-
5. Short-term Investments
Short-term investments consist of:
Note
Short term investments in banks with
maturities of more than three months
but less than a year
Held-for-trading investments in:
Edsa Properties Holdings Inc.
Philippine Seven Corporation
SM Investment Corporation
Manila Water Company
Philodrill
Oriental Petroleum
7
2006
2005
P488,121
P98,753,371
343,264,917
17,333,524
6,500,000
4,230,000
872,611
1,055
P372,682,228
7,540,083
4,800,000
2,790,000
265,584
640
P114,149,678
2006
P909,489,356
1,795,371
911,284,727
151,699
P911,133,028
2005
P663,753,087
1,834,561
665,587,648
151,699
P665,435,949
6. Receivables
Receivables consist of:
Due from related parties
Others
Note
13
Less allowance for impairment loss
7. Investments and Advances
This account includes investments and advances for joint venture participation on certain
Build-Operate-Transfer (BOT) projects and in shares of stock and warrants of other
companies as follows:
Note
2006
2005
7c
7b
P304,252,558
5,218,573
P304,252,558
235,097,800
22,078,134
11,523,162
50,000
343,122,427
22,078,134
11,523,162
54,500
573,006,154
Joint Venture
Participation/Advances:
North Triangle Depot Commercial
Corp.
MRT Development Corporation
Bulacan Bulk Water Supply
Project
Bohol-Cebu Water Supply Project
Other Projects
7e
Forward
-9-
Note
Investments:
Atlas Consolidated Mining and
Development Corporation
(Atlas)
Pacific Rim Export and Holdings
Corp.
Batangas Assets Corporation
Filipinas Energy Corporation
8
2006
2005
P -
P411,851,000
2,200,000
612,500
2,812,500
5,250,000
2,200,000
612,500
419,913,500
P345,939,427
P992,919,654
Details of the joint venture projects are as follows:
a. Metro Rail Transit Holdings, Inc./Metro Rail Transit Corporation
The Company continues to hold a participation in the EDSA Metro Rail Transit
(MRT III) through an 18.6% interest in the MRT Holdings, Inc. which owns 84.9%
of MRT Holdings II, Inc., the successor in interest of the Hong Kong-registered
Metro Rail Transit Corporation Limited (MRTCL), which obtained a concession
from the Philippine government to design, construct, finance, and maintain the MRT
III light rail transit system.
b. Metro Rail Transit Development Corporation
The Company has a 15.79% interest in EDSA-MRT Development Corporation
(formerly EDSA-LRT Development Corporation) which has the right to solicit
concessionaire rentals and advertising in the MRT 3 stations.
c. North Triangle Depot Commercial Corporation
The Company owns a 15.79% stake in the North Triangle Depot Commercial
Corporation (NTDCC) which acquired the development rights over the MRT 3 depot
from MRT Development Corporation in exchange for shares of stock. NTDCC
commenced construction of the commercial center over the North Triangle depot on
June 9, 2005 and expects the commercial center to be operational by mid-2007.
d. MRT Securitization
On January 18, 2001, the Company entered into a Sale Agreement whereby the
Company’s interest in the future share distributions from the MRT 3 Project were
sold to TBS Kappitel Corporation Pte., Ltd. (TBS) in exchange for bonds. The
assignment represented a step towards the securitization of the Company’s interest in
the future share distribution out of the MRT Project. The securitization process
resulted in the receipt of asset-backed bonds and/or the proceeds from the sale
thereof.
- 10 -
On August 7, 2002, the Company and certain members of the MRT 3 Project
consortium, entered into various agreements with, among others, TBS and MRT III
Funding Corp. Ltd. (MRT III). These agreements completed the securitization of the
participating companies’ share in the equity rental payments of the Department of
Transportation and Communications (DOTC) to MRTC under the Build-LeaseTransfer Agreement covering the MRT 3 Project. Asset backed bonds (the “MRT
Bonds”) issued by MRT III represented the securitized portion accounting for
approximately 77.7% of future share distributions from the MRT 3 Project.
In February 2003, August 2003 and February 2004, the Company was credited with
the 9.5% coupon rate due from its Series 1 MRT Bonds. Proceeds from these coupon
earnings were applied against the Company’s outstanding loan with the Land Bank
of the Philippines, (LBP) which loan, among others, was used to fund the Company’s
investment in the MRT 3 Project.
In October 2003, the Sellers formally mandated Penta Capital Investment
Corporation (PCIC) to act as Lead Underwriter and Offer Manager for the secondary
offering of the MRT Bonds. The US Dollar-denominated MRT Bonds were assigned
a credit rating of “Aa” by the Philippine Ratings Service Corp. (Philratings).
The Company sold US$3 million, US$4 million and US$5.253 million face value
worth of Series 1 MRT Bonds in November 2003, February 2004 and May 2004,
respectively, and US$4.091 million face value worth of Series 2A MRT Bonds in
October 2004, all to qualified institutional buyers (QIBs). Proceeds from these bond
sales were used to fully settle and discharge the Company’s outstanding loans with
LBP and PCIC.
e. Bohol-Cebu Water Supply Project / Bulacan Central Bulk Water Supply Project
The Company is negotiating with Aquatlas Inc. for the transfer of participating
interests and/or transfer of all data and other properties relating to the Bohol-Cebu
Water Supply Project and Bulacan Central Bulk Water Supply Project, including
ownership rights over water well sites and test wells, as well as intellectual property
rights over hydrological studies, financial modeling data, construction design and
layout of bulk supply lines, storage and pumping stations.
Details of investments in Atlas:
In 2006, the Company classified its investment in Atlas as Investment in an
Associate due to significant influence (see Note 8).
Other investments are described below:
a. Pacific Rim Export and Holdings Corporation (PRIMEX)
In 2005, the Company owns 3.5% or 5,250,000 A&B shares at P1 par of PRIMEX,
an export holding company. As of March 2006, the Company sold its entire share
holding in PRIMEX.
b. Batangas Assets Corporation
The Company has 2% interest in Batangas Assets Corporation, a holding company
formed in December 1996 for the purpose of investing in the fast-growing and
rapidly industrializing province of Batangas in the Calabarzon area.
- 11 -
c. Filipinas Energy Corporation
The Company subscribed to 2,450,000 shares at P1.00 par value in Filipinas Energy
Corporation (Fil-Energy) for 98% ownership and paid 25% correspondingly. The
contract for the exchange of the Company’s oil exploration assets for shares of stock
of Fil-Energy is still in process as of December 31, 2006.
d. Philippine Seven Corporation
In 1999, the Company held 5,151 warrants with attached perpetual income bonds,
convertible into 1,287,750 shares, issued by Philippine Seven Corporation (PSC).
On September 22, 2000, the Company exercised all of its stock warrants with PSC at
P1.732 exercise price. On November 16, 2000, 947,470 shares were sold to the
President Chain Store (Labuan) Holdings, Ltd. under a tender offer. The Company
subsequently purchased a total of 3,993,101 shares of PSC from related parties at
P8.30 per share. Such trading securities acquired were included in Held-for-Trading
Investments shown under Short-Term Investments in the balance sheets.
8. Investment in an Associate
Investment in an associate consists of:
2006
Atlas Consolidated Mining and
Development Corporation (Atlas)
Equity share in net income of associate
P411,851,000
18,341,906
P430,192,906
2005
P P -
Investment in Atlas was classified as Investment in an associate due to significant
influence. In 2005, this was included under Investments and Advances account (see
Note 7).
The Company’s investment in Atlas represents 7.7% of the total shares amounting to
P902,074,196. As of December 31, 2006, the market value of the corresponding
shareholdings of the Company in Atlas based on quoted marked price at the Philippine
Stock Exchange (PSE) is about P679 million.
A summary of the financial information of Atlas as of the year ended December 31, 2006
follows (in thousands):
Total assets
Total liabilities
Total equity
Revenues
Net income
P1,675,000
2,758,072
(1,083,052)
779,442
236,368
- 12 -
9. Property and Equipment
The movements in this account are as follows:
For the year ended December 31, 2006
Condominium
Units and
Improvements
Office Communication
Equipment
Equipment
Total
Gross carrying amount
January 1, 2006
Additions
Disposals
P 19,887,550
-
P1,526,898
469,150
(950,581)
December 31, 2006
19,887,550
1,045,467
-
20,933,017
1,196,996
395,000
(1,029,737)
P79,156
(79,156)
P1,606,054
20,356,700
(1,029,737)
Accumulated depreciation:
January 1, 2006
Depreciation for the year
Disposals
207,500
-
1,117,840
187,501
(950,581)
79,156
(79,156)
December 31, 2006
207,500
354,759
-
562,259
Carrying amount:
January 1, 2006
P -
P409,058
P -
P409,058
P691,708
P -
P20,371,758
December 31, 2006
P19,680,050
For the year ended December 31, 2005
Condominium
Units and
Improvements
Gross carrying amount
January 1, 2005
Additions
Disposals
P -
Transportation
Equipment
P2,318,500
(2,318,500)
-
Office
Equipment
Communication
Equipment
P1,187,761
339,137
-
P79,156
-
P3,585,417
339,137
(2,318,500)
1,526,898
79,156
1,606,054
996,110
121,730
-
79,156
-
3,393,766
121,730
(2,318,500)
Total
December 31, 2005
-
Accumulated depreciation:
January 1, 2005
Depreciation for the year
Disposals
-
December 31, 2005
-
-
1,117,840
79,156
1,196,996
January 1, 2005
P -
P -
P191,651
P -
P191,651
December 31, 2005
P -
P -
P409,058
P -
P409,058
2,318,500
(2,318,500)
Carrying amount:
- 13 -
10. Deferred Exploration and Other Charges
Deferred exploration and other charges represent the exploration costs and expenses
associated with the following projects:
GSEC No. 75 (Central Luzon Basin)
Service Contract (SC) No. 41(GSEC 74, SC 35)
South Sulu Sea Basin
SWAN BLOCK
SC No. 39/GSEC 34/39 (Busuanga/Calauit)
GSEC No. 86 (Northwest Malampaya)
GSEC No. 83 (North Calamian Project)
SC 6A (Salvacion)
Octon Prospect
Saddle Rock Prospect
Esperanza Prospect
SC 53 (GSEC No. 98 Mindoro Project)
SC No. 13 (Offshore Palawan)
SC No. 14 (Tara Production Area)
GSEC No. 87 (Sibutu Project)
SC No. 31 (North Cagayan Valley)
SC No. 5 (Northwest Palawan - Signal Project)
Cuyo Shelf Geophysical Survey and Exploration
SC No. 64 (Southwest Palawan)
GSEC No. 73 (Cotabato Basin Project)
Marian Gold Project
Less allowance for impairment loss
2006
P56,308,990
2005
P56,308,990
47,376,414
23,283,899
15,891,445
10,345,190
533,923
15,891,445
5,296,238
101,969
54,111,480
7,325,361
823,118
15,090,930
12,423,415
4,194,784
3,927,242
1,023,984
983,558
693,028
266,244
38,648
1,611,285
232,969,039
37,227,3367
P195,741,702
50,941,723
7,325,361
823,118
11,764,751
12,423,415
4,194,784
2,015,343
1,023,984
983,558
693,028
266,244
38,648
1,611,285
194,987,783
16,259,932
P178,727,851
This account includes charges incurred pertaining to certain geophysical survey,
exploration and service contracts, some of which have expired. Consistent with the
industry practice, management expects that the Company, being one of the former
partners, would be among those given the option to participate whenever the terms of the
above contracts are extended or new contracts over the areas covered are awarded.
The recovery of these charges is dependent upon the success of obtaining farm-in
arrangements with other companies, discovery and development of petroleum resources
by the Contractor, and approval by the Department of Energy to extend the terms of the
contracts or to grant new geophysical survey or service contracts.
11. Loans and Advances Payable
This account represents short-term loans and advances of the Company from Euronote
Profits Limited (Euronote).
- 14 -
12. Long-term Debt
In December 2005, the Company obtained a foreign currency denominated long-term
loan from Euronote amounting to P517,920,000 ($9,753,672 at P53.1:$1) with original
maturity of December 2010, and bears annual interest of 1% payable in quarterly
payments. In November 2006, the long-term note was preterminated and renewed
maturing on November 30, 2007.
13. Related Party Transactions
The Company and its related parties grant or obtain interest bearing and non-interest
bearing advances.
Due from related parties consist of receivables from the following:
2006
P605,652,405
181,815,775
71,726,667
9,366,914
15,159,856
6,692,047
2,224,284
16,815,408
1,090,518
P910,543,874
United Paragon Mining Corporation
Europhil
National Book Store
Alakor Corporation
Atlas Consolidated Mining
Philodrill
Vulcan Industrial Mining Corporation
Filipinas Energy
Others
2005
P487,119,897
143,563,212
16,600,000
11,837,500
2,802,292
1,830,186
P663,753,087
The Company plans to convert all of its receivables from United Paragon Mining
Corporation’s (UPMC) into new UPMC equity. However, the SEC’s approval of the
UPMC restructuring is still pending as of December 31, 2006.
Directors of the Company and their immediate relatives control 41.52% of the voting
shares of the Company.
In addition to their salaries, the Company also provides non-cash benefits to executive
officers and employees, and has post-employment defined benefit plan on their behalf. In
accordance with the terms of the plan, executive officers and employees retire at age 65
and will be entitled to receive a percentage of plan salary for every year of credited
service equivalent to 100 percent of their salary for the first 10 years and 200 percent for
the succeeding years thereafter.
The key management personnel compensations include short-term employee benefits
amounting to P272,000 in 2006, P458,372 in 2005, and P571,706 in 2004.
Total remuneration is included in “General and administrative expenses” (see Note 15):
Executive officers
Directors
2006
P2,665,000
665,000
P3,330,000
- 15 -
2005
P2,441,850
715,000
P3,156,850
2004
P2,340,000
500,500
P2,840,500
14. Interest Income
This account consists of interest earned from bank placements, receivables and advances
to related parties, with interest rates ranging from 4% to 24%.
15. General and Administrative Expenses
General and administrative expenses consist of:
2006
2005
2004
P5,560,805
4,439,611
4,043,353
1,739,541
P5,555,292
34,408
4,236,883
5,926,427
P7,622,638
34,208
3,806,633
4,181,143
953,875
837,494
3,094,199
1,019,149
3,139,273
351,251
678,916
395,410
395,000
348,539
205,586
1,003,636
P20,601,766
1,105,105
209,036
121,730
248,524
411,760
2,049,308
P24,011,821
1,099,492
287,727
37,255
305,589
145,118
1,317,760
P22,328,087
Note
Salaries, wages and
employee benefits
Taxes and licenses
Pension expense
Rent
Representation and
entertainment
Outside services
Communication, light and
water
Repairs and maintenance
Depreciation
Transportation and travel
Office supplies
Miscellaneous
16
9
16. Retirement Benefit Costs
The Company has a non-contributory retirement plan covering all regular employees.
Retirement costs recognized in the statements of income under “Pension expense”
amounted to P4,043,353, P4,236,883 and P3,806,633 in 2006, 2005 and 2004
respectively.
The amounts recognized by the Company in the statements of income are as follows:
Current service cost
Interest cost
Net periodic pension expense
Actuarial gain
Total pension expense
2006
P1,267,094
2,865,572
4,132,666
(89,313)
P4,043,353
- 16 -
2005
P1,101,764
3,189,781
4,291,545
(54,662)
P4,236,883
2004
P1,150,970
2,655,663
3,806,633
P3,806,633
Change in Present Value of Obligation (PVO) is as follows:
2006
P26,050,657
1,267,094
2,865,572
P30,183,323
PVO, beginning of year
Current service cost
Interest cost
Unrecognized gain
PVO, end of year
2005
P22,784,148
1,101,764
3,189,781
(1,025,036)
P26,050,657
In 2006, the Company established its retirement plan with Sunlife Financials and total
contributions made to the plan amounted to P1,488,039.
Principal actuarial assumptions at the balance sheet date (expressed as weighted
averages):
Annual rates
Discount rate
Expected rate of return on plan assets
Salary increases
2006
11%
8%
8%
2005
11%
8%
8%
17. Income Taxes
The Company’s net deferred tax pertains to unrealized foreign exchange gain of
P75,986,607 and P1,608,488 in 2006 and 2005, respectively.
The Company’s provision for current income tax in 2005 and 2004 represents the 2%
MCIT.
The reconciliation of the provision for income tax computed at statutory tax rate to the
provision for income tax shown in the statements of income follows:
Income before income tax
Provision for income tax at
statutory rate of 35% in 2006,
32.5%* in 2005 and 32% in 2004
Tax effects of:
Interest income subjected to final
tax
Nondeductible interest expense
Unrecognized deferred income
taxes and others
Provision for income tax
2006
P446,233,481
2005
P320,874,181
2004
P210,623,978
P156,181,718
P104,284,109
P67,399,673
(7,163,522)
3,760,849
(15,282,270)
7,386,431
(105,868,666)
P46,910,379
(83,640,127)
P12,748,143
(193,336)
91,834
(60,996,088
P6,302,083
* The foregoing reconciliation is based on the weighted average income tax rate of 32.5% and 35% in 2005 and 2006,
respectively.
NOLCO can be claimed as deduction from taxable income for three years. As of
December 31, 2006, the Company claimed as deduction the remaining NOLCO of
P130,768,760. Deferred tax assets have not been recognized on NOLCO because
management believes that it is not probable that the carry forward benefits will be
realized prior to expiration.
- 17 -
Due to the enactment of the new tax law, the net deferred income tax as of December 31,
2005 were measured at 35% and 30%, the tax rates that are expected to apply to the
period when the assets are realized or the liabilities are settled [see Note 20a].
18. Earnings Per Share
Net income
Divided by average outstanding
shares
2006
2005
2004
P399,323,102
P308,126,038
P204,321,895
1,072,000,000
P0.37
1,072,000,000
P0.29
1,072,000,000
P0.19
19. Financial Instruments
Financial Risk Management Objectives and Policies
The Company’s financial instruments consist of cash and cash equivalents, trade
receivables/payables and bank loans. The main risks arising from the use of these
financial instruments are foreign exchange risk, interest rate risk, credit risk and liquidity
risk.
Foreign Exchange Risk
The Company’s exposure to foreign exchange risk results from its business transactions
denominated in foreign currencies. It is the Company’s policy to ensure that capabilities
exist for active and prudent management of its foreign exchange.
Interest Rate Risk
The Company’s exposure to the risk for changes in market interest rate relates primarily
to its long-term debt obligations with variable interest rates. Most of the Company’s
existing debt obligations are based on fixed interest rates with relatively small component
of the debts that are subject to interest rate fluctuation.
Credit Risk
Credit risk represents the loss that the Company would incur if counterparty failed to
perform under its contractual obligations. The Company has established controls and
procedures in its credit policy to determine and monitor the credit worthiness of
customers and counterparties.
Liquidity Risk
The Company manages liquidity risk by maintaining a balance between continuity of
funding and flexibility. Treasury controls and procedures are in place to ensure that
sufficient cash is maintained to cover daily operational and working capital requirements.
Management closely monitors the Company’s future and contingent obligations and sets
up required cash reserves as necessary in accordance with internal policies.
- 18 -
20. Other Matters
a. Republic Act No. 9337 (“RA 9337”)
As part of its revenue enhancement program, the Philippine government has enacted
certain changes to its existing tax law. RA 9337 removes Value Added Tax (“VAT”)
exemptions on the sale of electricity, oil products, coal and natural gas, among
others, but allows the VAT to be passed on to the consumers. It also gives the
President of the Philippines the power to raise the VAT rate to 12% from 10%
starting January 1, 2006, after certain conditions have been satisfied.
The Supreme Court of the Philippines has upheld the constitutionality of the new tax
law, which became effective on November 1, 2005, after applicable publication
requirements were met.
On January 31, 2006, in accordance with the provisions of RA 9337, the President of
the Philippines raised the VAT rate from 10% to 12% starting February 1, 2006.
The new tax law increased corporate income tax rate over the next three years (2006
to 2008) from 32% to 35%. Starting in 2009, the corporate income tax rate will
decrease to 30%.
In addition, the amount of interest expense disallowed as tax-deductible expense
applied to the interest income subjected to final tax was changed from 38% to 42%
starting November 1, 2005 and 33% starting January 1, 2009.
b. Foreign Currency Exchange Fluctuations
The exchange rate of the Philippine peso vis-à-vis the US dollar decreased from
P53.10 as of December 31, 2005 to P49.10 as of December 31, 2006. The
fluctuation in the foreign currency exchange rates has decreased the outstanding
balances of the foreign currency denominated monetary assets and liabilities in terms
of the Philippine peso.
The Company’s foreign currency denominated monetary assets and liabilities
(translated in US dollar) are as follows:
($18,299,776)
2005
$816,384
24,124,213
($23,307,829)
(P860,473,972)
(P1,237,645,720)
2006
$387,424
17,912,352
Assets
Liabilities
Net foreign currency liabilities
Peso equivalent
- 19 -
c. Revitalization of the Minerals Industry Program
Previously, on January 27, 2004 decision, the Supreme Court (SC) ruled that the
Financial and Technical Assistance Agreement (FTAA) provision of the Philippine
Mining Act of 1995 is unconstitutional. However, on September 13, 2004, President
Gloria Arroyo issued Memorandum Circular No. 67 "Directing the
Operationalization of the Mineral Action Plan for Mineral Resources Development,"
and Executive Order 270, "National Policy Agenda on Revitalizing Mining in the
Philippines." These presidential memoranda basically lay out the major policy
guidelines to revitalize the mining industry by giving more economic and political
privileges to mining companies.
The Mineral Action Plan (MAP) effectively amended the Implementing Rules and
Regulations of the Mining Act to simplify and fast-track the procedures of processing
mining applications and issuance of permits to mining companies. It also aims to
harmonize conflicting laws towards the Mining Act and downgrade the authority of
local government units.
On December 1, 2004, the SC upheld the constitutionality of the Mining Act of 1995.
Large investments are expected to pour in because of this SC decision.
- 20 -
ANGLO PHILIPPINE HOLDINGS CORPORATION
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY SCHEDULE
SEC FORM 17-A
Page
Financial Statements
Statement of Management’s Responsibility for Financial Statements
Report of Independent Public Accountants
Balance Sheets as of December 31, 2006 and 2005
Statement of Operations for the year ended December 31, 2006, 2005, 2004
Statements of Changes in Stockholders Equity for the Years Ended
December 31, 2006, 2005, 2004
Statements of Cash Flows for the Years Ended
December 31, 2006, 2005, 2004
Notes to Financial Statements
Supplementary Schedules
A. Marketable Securities - (Current Marketable Equity Securities
and Other Short -Term Cash Investments)
B. Amounts Receivable from Directors, Officers, Employees,
Related Parties and Stockholders (Other Than Affiliates)
C. Long Term Investment in Shares of Stock
D. Advances to Unconsolidated Subsidiaries and Affiliates
E. Property, Plant and Equipment
F. Accumulated Depreciation
G. Intangible Assets - Other Assets
H. Accumulated Amortization of Intangibles
I. Long-term Debt
J. Indebtedness to Affiliates and Related Parties
K. Guarantees of Securities of Other Issuers
L. Reserves
M. Capital Stock
N. List of Top 20 Stockholders of Record
*
*
*
*
*
*
*
*
*
*
21
22
*These Schedules, which are required by Part IV (e) of RSA Rule 48, have been omitted
because they are either not required, not applicable or the information required to be
presented is included in the Company’s financial statements or the notes to financial
statements.
ANGLO PHILIPPINE HOLDINGS CORPORATION
SCHEDULE M - CAPITAL STOCK
December 31, 2006
TITLE OF ISSUE
Common Shares at P1 par value
Authorized
Issued and
Outstanding
2,000,000,000
1,046,430,374
2,000,000,000
1,046,430,374
Subscribed
25,569,626
21
Number of
Shares
Reserved for
Options, etc. Affiliates
-
Number of
Shares Held by
Directors
and Employees
Others
-
50,914,085
1,021,085,915
-
50,914,085
1,021,085,915
ANGLO PHILIPPINE HOLDINGS CORPORATION
SCHEDULE N - LIST OF TOP 20 STOCKHOLDERS OF RECORD
December 31, 2006
Total Number of
Percentage to
Rank
Shares Issued and
Outstanding
Name of Stockholder
1 PCD NOMINEE CORPORATION (Filipino)
Total
Outstanding
806,472,479
75.23%
2 PCD NOMINEE CORPORATION (Non Filipino)
53,699,170
5.01%
3 PHILODRILL CORPORATION
49,874,000
4.65%
4 ALAKOR SECURITIES CORPORATION
37,034,333
3.45%
5 JOSE D. SANGALANG
13,112,000
1.22%
6 ALAKOR CORPORATION
8,631,607
0.81%
7 VULCAN INDUSTRIES CORP.
8,000,000
0.75%
8 DAVID GO SECURITIES CORP.
5,851,754
0.55%
9 BA SECURITES, INC.
3,156,000
0.29%
10 GONZALES, FERNANDO
2,666,664
0.25%
11 ALYROM PROEPRTY HOLDINGS, INC.
2,659,000
0.25%
12 RIVERO, RAMON R.
1,600,000
0.15%
13 NAVARRO, SOLEDAD V.
1,250,500
0.12%
14 NATIONAL BOOKSTORE, INC.
1,159,496
0.11%
15 SANGALANG, LUTGARDA D.
1,050,000
0.10%
16 ALAKOR SECURITIES CORP.-ELEVEN SEVEN
1,000,000
0.09%
16 BENAVIDEZ, SOCORRO M.
1,000,000
0.09%
17 GO BIAO, MARIANO
900,000
0.08%
18 TANCHAN III, SANTIAGO
883,999
0.08%
19 S.J. ROXAS & CO., INC. A/C #2.19.038
850,000
0.08%
801,333
1,001,652,335
70,347,665
1,072,000,000
0.07%
93.44%
6.56%
100.00%
20 TANCHAN, COSTANTINE
OTHERS
22