COVER SHEET 1 6 6 0 9 SEC Registration Number P A X Y S , I N C . (Company’s Full Name) 1 8 F , 6 7 5 0 A Y A L A A Y A L A A V E N U E , O F F I C E M A K A T I T OW E R , C I T Y (Business Address: No. Street City/Town/Province) Mr. Nelson T. Yap 856-8241 (Contact Person) (Company Telephone Number) 1 2 3 1 Month Day 1 7 - Q (Form Type) (Calendar Year) 0 6 2 7 Month Day (Annual Meeting) (Secondary License Type, If Applicable) Dept. Requiring this Doc. Amended Articles Number/Section Total Amount of Borrowings 721 P1,089.89 million P805.90 million Domestic Foreign Total No. of Stockholders To be accomplished by SEC Personnel concerned File Number LCU Document ID Cashier STAMPS Remarks: Please use BLACK ink for scanning purposes. 2 SECURITIES AND EXCHANGE COMMISSION SEC FORM 17-Q QUARTERLY REPORT PURSUANT TO SECTION 17 OF THE SECURITIES REGULATION CODE AND SRC RULE 17(2)(b) THEREUNDER 1. For the quarterly period ended: June 30, 2008 2. SEC Identification Number 6609 4. Exact Name of the registrant as specified in its charter: 5. Province, country or other jurisdiction of Incorporation or organization: Manila, Philippines 6. Industry Classification Code: 7. Address of registrant’s principal office: 3. BIR Tax Identification No. 000-233-218 PAXYS, INC. (SEC Use Only) Postal Code:1226 18th Floor, 6750 Ayala Office Tower, Ayala Avenue, Makati City 8. Registrant’s telephone number, including area code: (632) 856-8201 9. Former name, former address, and former fiscal year, if changed since last report 9th Floor, Citibank Center, 8741 Paseo de Roxas, Salcedo Village, Makati City 10. Securities registered pursuant to Sections 8 and 12 of the Code, or Sections 4 and 8 of the RSA a) Authorized Capital Stock Common shares, P1.00 par value 1,200,000,000 shares b) Issued and Outstanding Shares Common shares, P1.00 par value 950,952,389 shares c) Amount of Debt Outstanding as of June 30, 2008 Short-term and Long-term loans Php1,895,788,714.43 11. Are any or all of the securities listed on the Philippine Stock Exchange. Yes [ x ] No [ ] 3 12. Indicate by check mark whether the registrant: (a) has filed all reports required to be filed by Section 17 of the SRC and SRC Rule 17 thereunder or Section 11 of the Revised Securities Act (RSA) Rule 11(a) – 1 thereunder and Sections 26 and 141 of the Corporation Code of the Philippines 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 requirements for the past 90 days. Yes [ x ] No [ ] 4 PART I. FINANCIAL INFORMATION Item 1. Financial Statements The consolidated financial statements include the accounts of Paxys, Inc. (Paxys or the “Parent Company”) and the following subsidiaries (collectively referred to as “the Group”): Subsidiaries Advanced Contact Solutions, Inc. (ACS) Paxys, N.V. and Subsidiary1 ScopeWorks Asia, Inc. (SWA) Global Idealogy Corporation (GIC) and subsidiary2 Stellar Global Solutions Philippines, Inc. (SGSPI) Nature of Business Call Center Holding/Salary Packaging Data Transcription Software Solutions Call Center Ownership Interest 100.00% 100.00% 100.00% 50.45% 50.00% The unaudited consolidated financial statements for the six months ended June 30, 2008 have been prepared in accordance with Philippine Accounting Standard 34, Interim Financial Reporting. Accordingly, the unaudited consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles in the Philippines (“Philippine GAAP”) for complete financial statements as set forth in the Philippine Financial Reporting Standards (PFRS) and are filed as Annex A of this report. Item 2. Management Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) The MD&A is a discussion and analysis of Paxys and its Subsidiaries’ financial performance for the six months ended June 30, 2008. The prime objective of this MD&A is to help the readers understand the dynamics of the Company’s business and the key factors underlying the Company’s financial results. The MD&A for the six months ended June 30, 2008 should be read in conjunction with the unaudited consolidated financial statements and the accompanying notes, and are filed as Annex B of this report. Item 3. Aging of Accounts Receivables Please see Annex C. PART II. OTHER INFORMATION There were no disclosures made by the Company that were not made under SEC Form 17-C. 1 2 Paxys N.V. owns 100% interest in Paxys Australia which in turn owns 100% interest in SmartSalary Pty Ltd. GIC owns 100% interest in Medi Data, Inc. 6 Annex A PAXYS, INC. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS June 30, 2008 and December 31, 2007 and for the Six Months Ended June 30, 2008 and 2007 7 PAXYS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Amounts in Thousands) ASSETS Current Assets Cash and cash equivalents (Note 4) Trade and other receivables – net (Note 5) Advances to related parties Derivative Assets Input tax and other current assets Total Current Assets Noncurrent Assets Property and equipment - net (Note 6) Goodwill and other intangibles (Note 7) Advances to related parties Other noncurrent assets – net Deferred tax assets Total Noncurrent Assets LIABILITIES AND EQUITY Current Liabilities Short-term loans (Note 8) Accounts payable and other current liabilities Advances from related parties Income tax payable Current portion of long-term loans (Note 8) Cash dividends payable Total Current Liabilities Noncurrent Liabilities Long-term loans – net (Note 8) Advances from related parties Accrued Retirement Cost (Note 13) Total Noncurrent Liabilities Equity Capital stock (Note 10) Additional paid-in capital Retained earnings Cumulative translation adjustments Total Equity attributable to Equity holders of Parent Minority interests Total Equity June 30, 2008 (Unaudited) December 31, 2007 (Audited) P =782,474 932,315 90,196 5,896 323,217 2,134,098 P =537,335 1,049,214 54,754 101,317 249,872 1,992,492 1,128,260 2,004,704 55,404 48,061 25,858 3,262,287 1,231,521 1,733,119 52,785 42,595 20,224 3,080,244 P =5,396,385 =5,072,736 P P =1,089,894 717,044 13,224 76,263 6,554 1,902,979 =1,211,657 P 536,713 12,790 13,600 57,173 6,554 1,838,487 729,632 30,235 759,867 648,190 3,803 30,235 682,228 950,952 429,867 1,208,155 111,390 2,700,364 33,175 2,733,539 P = 5,396,385 950,952 425,014 1,204,535 (59,658) 2,520,843 31,178 2,552,021 =5,072,736 P See accompanying Management Discussion and Analysis and Selected Notes to Consolidated Financial Statements. 8 PAXYS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (Amounts in Thousands except Earnings per share) SERVICE INCOME For the Three Months Ended June 30, (April-June) 2008 2007 P 838,772 P790,194 For the Six Months Ended June 30, (January-June) 2008 2007 P 1,680,838 P1,598,442 COST OF SERVICES 435,126 427,790 891,546 835,293 GROSS PROFIT 403,646 362,404 789,292 763,149 OPERATING EXPENSES 387,858 254,946 711,314 480,143 15,788 107,458 77,978 283,006 (47,996) 23,222 (22,557) 17,010 (595) (30,916) (37,691) 13,032 979 (111) 1,472 1,703 (20,616) (93,046) 42,651 (6,749) 31,682 (96) (25,558) (73,779) 24,458 313 5,453 3,162 (25) (40,418) (15,128) 86,842 52,420 242,588 26,025 11,212 46,804 27,975 (41,153) 75,630 5,616 214,613 (42,404) 1,251 P (41,153) 76,575 (945) P75,630 3,619 1,997 P 5,616 216,183 (1,570) P 214,613 (P 0.04) P0.08 P 0.004 P0.23 INCOME (LOSS) FROM OPERATIONS OTHER INCOME (CHARGES) Interest Expense Interest Income Equity in net earnings of GIC Foreign exchange gain (loss) Other Income Other expenses INCOME BEFORE INCOME TAX PROVISION FOR INCOME TAX (Note 14) NET INCOME ATTRIBUTABLE TO: Equity holders of the Parent Minority Interest Basic Earnings (Loss) per share (Note 12) See accompanying Management Discussion and Analysis and Selected Notes to Consolidated Financial Statements. 9 PAXYS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Unaudited) (Amounts in Thousands except Par Value) For the Six Months Ended June 30, 2008 2007 CAPITAL STOCK - P =1 par value Authorized – 1,200,000,000 shares in 2007 and 2006 Issued – 950,952,389 in 2007 and 933,230,389 in 2006 ADDITIONAL PAID-IN CAPITAL Issuance of shares of stocks Stock Options RETAINED EARNINGS Balance, beginning of period Net income Balance, end of period CUMULATIVE TRANSLATION ADJUSTMENT TOTAL EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF PARENT MINORITY INTERESTS P950,952 P950,952 344,189 85,678 429,867 344,189 70,356 414,545 1,204,536 3,619 1,208,155 971,229 216,183 1,187,412 111,390 (3,882) 2,700,364 2,549,027 33,175 (9,205) P 2,733,539 P2,539,822 See accompanying Management Discussion and Analysis and Selected Notes to Consolidated Financial Statements. 10 PAXYS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Amounts in Thousands) For the Six Months Ended June 30, 2008 2007 2008 CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation and amortization Employee benefits – stock option expense Interest expense Unrealized foreign exchange loss (gain) - net Equity in an associate Interest income Operating income before working capital changes Decrease (increase) in: Receivables Input tax and other current assets Increase (decrease) in: Accounts payable and other current liabilities Other current liabilities Income Tax Payable Cash generated from (used for) operations Interest paid Interest received Net cash provided by (used in) operating activities P 52,420 P242,588 231,021 24,987 93,046 42,297 (42,651) 401,120 170,212 18,797 73,779 (5,453) (313) (24,458) 475,152 116,899 (73,345) (325,194) (66,396) 180,331 (13,600) 611,405 (93,046) 42,651 561,010 6,922 27,641 (2,031) 116,094 (73,779) 24,458 66,773 CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of property and equipment Acquisition of Investment in associates Acquisition of Intangibles Proceeds from sale of property and equipment Advances to related parties Decrease (increase) in other noncurrent assets Net cash used in investing activities (118,265) (1,055) (5,215) 178 (35,442) (5,466) (165,265) (164,449) (3,125) (8,100) (6,677) (182,351) CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in advances from related parties Payment of Bank loans Proceeds from bank loans Increase (decrease) in obligations under capital lease Increase (decrease) in minority interest Net cash provided by (used in) financing activities (3,369) (208,749) 1,997 (210,121) (5,538) (48,953) 229,962 (568) (1,571) 173,332 11 Forward For the Six Months Ended June 30 2007 2008 EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 59,514 42,867 NET INCREASE IN CASH AND CASH EQUIVALENTS 245,139 100,622 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 537,335 254,446 CASH AND CASH EQUIVALENTS AT END OF PERIOD P 782,474 P355,068 See accompanying Management Discussion and Analysis and Selected Notes to Consolidated Financial Statements. 12 PAXYS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Corporate Information Paxys, Inc. (Paxys or the “Parent Company”) was incorporated in the Philippines. The Parent Company and its subsidiaries (collectively referred to as “the Company”) is engaged in business process outsourcing. The Parent Company’s principal activity is on investment holding. Its subsidiaries and associate are involved in call center business that offers an integrated mix of call center solutions including inbound (customer-initiated) and outbound teleservicing, as well as email and web-based tools; transcription, editing and proofreading services; salary packaging; and software development. The ultimate parent company is All Asia Customer Services Holdings Ltd. (ACSH), a company incorporated in Hong Kong, who owns 73.71% interest in the Parent Company. The registered office address of the Parent Company is 18th Floor, 6750 Ayala Office Tower, Ayala Avenue, Makati City. 2. Basis of Financial Statement Preparation The accompanying consolidated financial statements (unaudited) have been prepared in accordance with Philippine Accounting Standard (PAS) 34, Interim Financial Reporting. Accordingly, the consolidated financial statements (unaudited) do not include all of the information and footnotes required by generally accepted accounting principles in the Philippines (Philippine GAAP) for complete financial statements as set forth in Philippine Financial Reporting Standards (PFRS). The consolidated financial statements have been prepared on a historical cost basis. The consolidated financial statements are presented in Philippine peso, which is the Company’s functional currency, and all values are rounded off to the nearest peso, except when otherwise indicated. 3. Summary of Significant Accounting Policies Basis of Consolidation The consolidated financial statements include the Parent Company and the following subsidiaries: Subsidiaries Place of Incorporation Principal Activities Percentage of Ownership 2008 2007 Advanced Contact Solutions, Inc. (ACS) Philippines Call Center 100.00% 100.00% Paxys, N.V. Netherlands, Antilles Investment Holding 100.00% 100.00% Paxys Australia Pty Ltd (Paxys A.U.) Sydney, Australia Investment Holding 100.00%(a) 100.00%(a) (b) SmartSalary Pty Ltd (SmartSalary) Sydney, Australia Salary Packaging 100.00% 100.00%(b) Scopeworks Asia, Inc. (SWA) Philippines Data Transcription 100.00% 60.00% Global Idealogy Corporation (GIC) Philippines Electronic Data Encoding and Processing 50.45% 50.45% Medi Data Inc. (Medi) Philippines Electronic Data Encoding and Processing 50.45%(c) 50.45%(c) (a) (b) (c) Indirectly-owned through Paxys, N.V. Indirectly-owned through Paxys A.U. Indirectly-owned through GIC The consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances. All significant intercompany accounts, transactions and balances including intercompany profits unrealized profits and losses are eliminated in the consolidated financial statements. A subsidiary is consolidated from the date on which control is transferred to the Parent Company and ceases to be consolidated from the date on which control is transferred out of the Parent Company. 13 Minority Interest. Minority interests represent the portion of profit or loss and net assets in SWA and GIC, not held by the Company and are presented separately in the consolidated statement of income and within equity in the consolidated balance sheet, separate from equity attributable to equity holders of Parent. Functional and Presentation Currency. The consolidated financial statements are presented in Philippine peso, which is Paxys’ functional and presentation currency. Each entity in the Company determines its own functional currency, which is the currency that best reflects the economic substance of the underlying events and circumstances relevant to that entity, and items included in the financial statements of each entity are measured using that functional currency. The functional currency of the Parent Company, ACS, SWA, GIC and Subsidiary are in Philippine Peso. The functional currency of Paxys N.V. and Subsidiary is the Australian Dollar (AU$). At the reporting date, the assets and liabilities of subsidiaries whose functional currency is not the Philippine peso are translated into the presentation currency of Paxys using the Philippine Dealing System (PDS) closing rate or Bangko Sentral ng Pilipinas (BSP) rate at balance sheet date and, their statement of income are translated at the PDS or BSP weighted average daily exchange rates for the year. The exchange differences arising on the translation are taken directly to a separate component of equity, under “Cumulative translation adjustments” account. On disposal of a foreign entity, the deferred cumulative amount recognized in equity relating to that particular foreign operation is recognized in the consolidated statement of income. Cash and Cash Equivalents Cash includes cash on hand and in banks. Cash equivalents are short-term, highly liquid deposits that are readily convertible to known amounts of cash with original maturities of three months or less and that are subject to an insignificant risk of change in value. Software and Office Supplies Inventory Software and office supplies inventory, presented under “Input tax and other current assets” account in the consolidated balance sheet, is valued at the lower of cost and net realizable value. Cost is determined using the moving average method. Net realizable value is the replacement cost. Financial Assets and Financial Liabilities Date of Recognition. The Company recognizes a financial asset or a financial liability in the consolidated balance sheet when it becomes a party to the contractual provisions of the instrument. In the case of a regular way purchase or sale of financial assets, recognition and derecognition, as applicable, is done using trade date accounting. Initial Recognition of Financial Assets and Financial Liabilities. Financial assets and financial liabilities are recognized initially at fair value, which is the fair value of the consideration given (in case of an asset) or received (in case of a liability). The fair value of the consideration given or received is determined by reference to the transaction price or other market prices. If such market prices are not reliably determinable, the fair value of the consideration is estimated as the sum of all future cash payments or receipts, discounted using the prevailing market rates of interest for similar instruments with similar maturities. The initial measurement of financial instruments, except for those designated at fair value through profit and loss (FVPL), includes transaction cost. The Company classifies its financial instruments in the following categories: financial assets and financial liabilities at FVPL, loans and receivables, held-to-maturity (HTM) investments, available-for-sale (AFS) financial assets and other financial liabilities. The classification depends on the purpose for which the instruments are acquired and whether they are quoted in an active market. Management determines the classification at initial recognition and, where allowed and appropriate, re-evaluates this classification at every reporting date. The Company has no financial liabilities at FVPL, HTM investments and AFS financial assets as of June 30, 2008 and December 31, 2007. Financial Assets at Fair Value through Profit or Loss. Financial assets at fair value through profit or loss include financial assets held for trading and financial assets designated upon initial recognition as at fair value through profit or loss. Financial assets are classified as held for trading if they are acquired for the purpose of selling in the near term. Derivatives, including separated embedded derivatives, are also classified as held for trading unless they are designated as effective hedging instruments or a financial guarantee contract. Gains or losses on investments held for trading are recognized in the consolidated statement of income. Financial assets may be designated by management at initial recognition as at fair value through profit or loss on initial recognition when any of the following criteria is met: 14 The designation eliminates or significantly reduces the inconsistent treatment that would otherwise arise from measuring the assets or liabilities or recognizing gains or losses on them on a different basis; or The assets and liabilities are part of a group of financial assets, financial liabilities or both which are managed and their performance are evaluated on a fair value basis, in accordance with a documented risk management or investment strategy; or The financial instrument contains an embedded derivative, unless the embedded derivative does not significantly modify the cash flows or it is clear, with little or no analysis, that it would not be separately recorded. The Company’s derivative financial instruments are classified under this category. Loans and Receivables. Loans and receivables are nonderivative financial assets with fixed or determinable payments that are not quoted in an active market. They are not entered into with the intention of immediate or short-term resale and are not designated as AFS or financial asset at FVPL. Loans and receivable are carried at cost or amortized cost, less impairment in value. Amortization is determined using the effective interest method. Loans and receivables are included in current assets if maturity is within twelve months from the balance sheet date. Otherwise, these are classified as noncurrent assets. This category includes Company’s cash and cash equivalents, trade and other receivables, advances to related parties and rental and security deposits. Other Financial Liabilities. This category pertains to financial liabilities that are not held for trading or not designated as at FVPL upon the inception of the liability. These include liabilities arising from operations or borrowings. The financial liabilities are recognized initially at fair value and are subsequently carried at amortized cost, taking into account the impact of applying the effective interest method of amortization (or accretion) for any related premium, discount and any directly attributable transaction costs. This category includes the Company’s short-term loans, accounts payable and other current liabilities (except for statutory payables), dividends payable, long-term loans and advances from related parties. Classification of Financial Instruments Between Debt and Equity A financial instrument is classified as debt if it provides for a contractual obligation to: deliver cash or another financial asset to another entity; or exchange financial assets or financial liabilities with another entity under conditions that are potentially unfavorable to the Company; or satisfy the obligation other than by the exchange of a fixed amount of cash or another financial asset for a fixed number of own equity shares. If the Company does not have an unconditional right to avoid delivering cash or another financial asset to settle its contractual obligation, the obligation meets the definition of a financial liability. Derecognition of Financial Assets and Financial Liabilities Financial Assets. A financial asset (or, where applicable a part of a financial asset or part of a group of similar financial assets) is derecognized when: the rights to receive cash flows from the asset have expired; the Company retains the right to receive cash flows from the asset, but has assumed an obligation to pay them in full without material delay to a third party under a “pass-through” arrangement; or the Company has transferred its rights to receive cash flows from the asset and either (a) has transferred substantially all the risks and rewards of the asset, or (b) has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. When the Company has transferred its rights to receive cash flows from an asset and has neither transferred nor retained substantially all the risks and rewards of the asset, the asset is recognized to the extent of the Company’s continuing involvement in the asset. 15 Financial Liabilities. A financial liability is derecognized when the obligation under the liability is discharged or cancelled or has expired. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognized in the consolidated statement of income. Impairment of Financial Assets The Company assesses at each balance sheet date whether a financial asset or a group of financial assets is impaired. Assets Carried at Amortized Cost. If there is objective evidence that an impairment loss on loans and receivables carried at amortized cost has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate (i.e., the effective interest rate computed at initial recognition). Cash flows from short-term placements and receivables are not discounted if the effect of discounting is immaterial. The carrying amount of the asset shall be reduced through the use of an allowance account. The amount of the loss shall be recognized in the consolidated statement of income. The Company first assesses whether objective evidence of impairment exists individually for financial assets that are individually significant and collectively for financial assets that are not individually significant. If it is determined that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, the asset is included in a group of financial assets with similar credit risk characteristics and that group of financial assets is collectively assessed for impairment. Assets that are individually assessed for impairment and for which an impairment loss is or continues to be recognized are not included in a collective assessment of impairment. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed. Any subsequent reversal of an impairment loss is recognized in the consolidated statement of income, to the extent that the carrying value of the asset does not exceed its amortized cost at the reversal date. Assets Carried at Cost. If there is objective evidence that an impairment loss has been incurred in an unquoted equity instrument that is not carried at fair value because its fair value cannot be reliably measured, or on a derivative asset that is linked to and must be settled by delivery of such an unquoted equity instrument, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the current market rate of return for a similar financial asset. Offsetting Financial Assets and Financial Liabilities Financial assets and financial liabilities are offset and the net amount is reported in the consolidated balance sheet if, and only if, there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the asset and settle the liability simultaneously. This is not generally the case with master netting agreements, and the related assets and liabilities are presented gross in the consolidated balance sheet. Determination of Fair Value. The fair value for financial instruments traded in active markets at the balance sheet date is based on their quoted market price or dealer price quotations (bid price for long positions and ask price for short positions), without any deduction for transaction costs. When current bid and asking prices are not available, the price of the most recent transaction provides evidence of the current fair value as long as there has not been a significant change in economic circumstances since the time of the transaction. For all other financial instruments not listed in an active market, the fair value is determined by using appropriate valuation techniques. Valuation techniques include net present value techniques, comparison to similar instruments for which market observable prices exist, options pricing models, and other relevant valuation models. Day 1 Profit. Where the transaction price in a non-active market is different from the fair value of other observable current market transactions in the same instrument or based on a valuation technique whose variables include only data from observable market, the Company recognizes the difference between the transaction price and fair value (a Day 1 profit) in the consolidated statement of income unless it qualifies for recognition as some other type of asset. In cases where use is made of data which is not observable, the difference between the transaction price and model value is only recognized in the consolidated statement of income when the inputs become observable or when the instrument is derecognized. For each transaction, the Company determines the appropriate method of recognizing the ‘Day 1’ profit amount. Derivative Financial Instruments A derivative is a financial instrument or other contract with all three of the following characteristics: 16 Its value changes in response to the change in a specified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates, credit rating or credit index, or other variable, provided in the case of a nonfinancial variable that the variable is not specific to a party to the contract (sometimes called the “underlying”); It requires no initial net investment or an initial net investment that is smaller than would be required for other types of contracts that would be expected to have a similar response to changes in market factors; and It is settled at a future date. Embedded derivatives. An embedded derivative is separated from the host contract and accounted for as a derivative if all of the following conditions are met: a. the economic characteristics and risks of the embedded derivative are not closely related to the economic characteristics and risks of the host contract; b. a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative; and c. the hybrid or combined instrument is not recognized at fair value through profit and loss. Subsequent reassessment is prohibited unless there is a change in the terms of the contract that significantly modifies the cash flows that otherwise would be required under the contract, in which case reassessment is required. The Company determine whether a modification to cash flows is significant by considering the extent to which the expected future cash flows associated with the embedded derivative, the host contract or both have changed and whether the change is significant relative to the previously expected cash flow on the contract. Property and Equipment Property and equipment is stated at cost, excluding the costs of day-to-day servicing, less accumulated depreciation and any impairment in value. The cost of property and equipment consists of its purchase price and any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. The cost of replacing a part of an item of property and equipment is included in the carrying amount of such an item when that cost is incurred if the recognition criteria are met. Depreciation is calculated on a straight-line basis over the estimated useful life of the asset. Construction in-progress is stated at cost. Construction in-progress is not depreciated until such time that the relevant assets are completed and available for its intended use. An item of property and equipment is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is included in the consolidated statement of income in the year the item is derecognized. The assets’ residual values, useful lives and depreciation method are reviewed and adjusted if appropriate, at each financial year end. Impairment of Nonfinancial Assets The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Company makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using 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 are recognized in the consolidated statement of income in those expense categories consistent with the function of the impaired asset. An assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognized impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognized. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in the consolidated statement of income unless the asset is carried at revalued amount, in which case the 17 reversal is treated as a revaluation increase. After such a reversal, the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life. Investment in an Associate The Company’s investment in an associate is accounted for under the equity method of accounting. An associate is an entity in which the Company has significant influence and which is neither a subsidiary nor a joint venture. Under the equity method, the investment in an associate is carried in the consolidated balance sheet at cost plus postacquisition changes in the Company’s share of net assets of the associate. Goodwill relating to an associate is included in the carrying amount of the investment and is not amortized. After application of the equity method, the Company determines whether it is necessary to recognize any additional impairment loss with respect to the Parent Company’s net investment in the associate. The consolidated statement of income reflects the share of the results of operations of the associate. Where there has been a change recognized directly in the equity of the associate, the Company recognizes its share of any changes and discloses this, when applicable, in the consolidated statement of changes in equity. The reporting dates of the associate and the Parent Company are identical and the associates’ accounting policies conform to those used by the Parent Company for like transactions and events in similar circumstances. Interest in a Joint Venture The Company has an interest in joint venture which is a jointly controlled entity. A joint venture is a contractual arrangement whereby two or more parties undertake an economic activity that is subject to joint control, and a jointly controlled entity is a joint venture that involves the establishment of a separate entity in which each venturer has an interest. The Company recognizes its interest in joint venture using proportionate consolidation, which involves recognizing a proportionate share of the joint venture’s assets, liabilities, income and expenses with similar items in the consolidated financial statements on a line-by-line basis. The financial statements of the joint venture are prepared for the same reporting year as the Company using consistent accounting policies. The joint venture is proportionately consolidated until the date when the Company ceases to have joint control over the joint venture. Business Combinations and Goodwill Business combinations are accounted for using the purchase method of accounting. This involves recognizing identifiable assets (including previously unrecognized intangible assets) and liabilities (including contingent liabilities and excluding future restructuring) of acquired business at fair value. Goodwill acquired in a business combination is initially measured at cost being the excess of the cost of business combination over the Company’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities. If the initial accounting for business combination can be determined only provisionally by the end of the period by which the combination is effected because either the fair values to be assigned to the acquiree’s identifiable assets, liabilities or contingent liabilities or the cost of the combination can be determined only provisionally, the Company accounts the combination using provisional values. Adjustments to those provisional values as a result of completing the initial accounting shall be made within twelve months from the date of acquisition. The carrying amount of an identifiable asset, liability or contingent liability that is recognized as a result of completing the initial accounting shall be calculated as if its fair value at the acquisition date had been recognized from that date and goodwill or any gain recognized shall be adjusted from the acquisition date by an amount equal to the adjustment to the fair value at the acquisition date of the identifiable asset, liability or contingent liability being recognized or adjusted. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. For purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Company’s cash-generating units, or groups of cash-generating units, that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the Company are assigned to those units or group of units. Each unit or group of units to which the goodwill is allocated: represents the lowest level within the Company at which the goodwill is monitored for internal management purposes; and is not larger than a segment based on the Company’s format determined in accordance with PAS 14, “Segment Reporting.” Where, goodwill forms part of a cash-generating unit (group of cash-generating units) and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative values of the operation disposed of and the portion of the cash-generating unit retained. 18 When subsidiaries are sold, the difference between the selling price and the net assets plus cumulative translation differences and unamortized goodwill is recognized in the consolidated statement of income. Goodwill is shown as part of “Goodwill and other intangibles” account in the consolidated balance sheet. Other Intangibles Other intangibles are composed of the Company’s website and specialized software packages. An asset meets the identifiability criterion in the definition of an intangible asset when: it is separable, that is, capable of being separated or divided from the entity and sold, transferred, licensed, rented or exchanged, either individually or together with a related contract, asset or liability; or it arises from contractual or other legal rights, regardless of whether those rights are transferable or separable from the entity or from other rights and obligations. Intangibles are initially measured at cost. The cost of a separately acquired intangible asset comprises its purchase price, including non-refundable purchase taxes, after deducting trade discounts and rebates; and any directly attributable cost of preparing the asset for its intended use. Amortization of website and software packages is computed using the straight-line method over its estimated useful life of 5 years. Software Development Cost Software development costs incurred on an individual project are carried forward when the project’s future recoverability can be foreseen with reasonable assurance, and amortised over a suitable period in line with the sales from the related project. All other development expenditures are written off in the year of expenditure. Software development costs represent typical internally generated intangible assets of relevance to the company. Costs incurred in relation to individual projects are capitalized only when the future economic benefit of the project is probable and the following main conditions are met: (i) the development costs can be measured reliably, (ii) the technical feasibility of the product has been ascertained and (iii) therefore it is the intention of the management to complete the intangible asset and use or sell it. Given the type of business and cumulative experience gained by the company, usually the fact that the intangible asset will generate probable future economic benefits is reasonably certain only shortly before a product is launched into the market. Costs incurred before that point in time is not reinstated. Internally generated intangible assets primarily relate to internally developed software. Research costs are expensed as incurred. Provisions Provisions are recognized when the Company has a present obligation (legal or constructive) 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. Where the Company expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the consolidated statement of income, net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, 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. Revenue Recognition Revenue is recognized to the extent that it is probable that the economic benefits associated with the transaction will flow to the Company and the amount of revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognized. Service Income. Revenue is recognized as services are rendered. Service income received in advance is recognized as income upon the customers’ availment of the service. The unused portion of service income received in advance is reflected as unearned income included in “Accounts payable and other current liabilities” in the consolidated balance sheet. Interest Income. Revenue is recognized as the interest accrues using the effective interest method, that is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument to the net carrying amount of the financial asset. Rental Income. Income from the use of the Company’s facilities is recognized when facilities are used. Recruitment Fees. Income is recognized when recruitment services has been rendered. Leases 19 The determination of whether an arrangement is, or contains a lease is based on the substance of the arrangement at inception date of whether the fulfillment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset. A reassessment is made after inception of the lease only if one of the following applies: there is a change in contractual terms, other than a renewal or extension of the arrangement; a renewal option is exercised or extension granted, unless the term of the renewal or extension was initially included in the lease term; there is a change in the determination of whether fulfillment is dependent on a specified asset; or there is substantial change to the asset. Where a reassessment is made, lease accounting shall commence or cease from the date when the change in circumstances gave rise the reassessment for scenarios a, c, or d and at the date of renewal or extension period for scenario b. Company as a Lessee. Operating lease payments are recognized as expenses in the consolidated statement of income on a straight-line basis over the lease terms. Company as a Lessor. Leases where the Company retains substantially all the risks and benefits of ownership of the asset are classified as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount and recognized over the lease term on the same basis as rental income. Borrowing Costs Borrowing costs are recognized as an expense when incurred. Share-based Payment Transactions Under the Fil-Hispano Employee Equity Plan (EEP), employees and executives (including directors) of the Company, receive remuneration in the form of share-based payment transactions, whereby employees render services as consideration for equity instruments (“equity-settled transactions”) of the Parent Company. Such transactions are handled centrally by the Parent Company. Equity-settled transactions. Share-based transactions in which the Parent Company grants rights to equity on its instruments to the Company’s employees and executives (including directors) are accounted for as equity-settled transactions. The cost of equity-settled transactions is measured by reference to the fair value at the date on which they are granted. The fair value is determined using the Black-Scholes-Merton Option Pricing Model, further details of which are given in Note 16. In valuing equity-settled transactions, no account is taken of any performance conditions, other than linked to the price of the shares of the Parent Company (“market condition”), if applicable. The cost of EEP is measured by reference to the market price at the time of the grant less subscription price. The cost of equity-settled transactions is recognized, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (“the vesting date”). The cumulative expense recognized equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company’s best estimate of the number of equity instruments that will ultimately vest. The consolidated statement of income charge for the year represents expense recognized for the current year. No expense is recognized for awards that do not ultimately vest, provided that all other performance conditions are satisfied. Where the terms of a share-based award are modified, as a minimum, an expense is recognized as if the terms had not been modified. In addition, an expense is recognized for any modification, which increases the total fair value of the sharebased payment arrangement, or is otherwise beneficial to the employee as measured at the date of modification. Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognized for the award is recognized immediately. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award, as described in the previous paragraph. 20 Retirement Cost The Company has an unfunded, noncontributory defined benefit plan. The cost of providing benefits under the defined benefit plan is determined using the projected unit credit method. Actuarial gains and losses are recognized as income or expense when the net cumulative unrecognized actuarial gains and losses for the plan at the end of the previous reporting year exceeded 10% of the higher of the defined benefit obligation and the fair value of plan assets at that date. These gains or losses are recognized over the expected average remaining working lives of the employees participating in the plan. The past service cost is recognized as an expense on a straight-line basis over the average period until the benefits become vested. If the benefits are already vested immediately following the introduction of, or changes to, a retirement plan, past service cost is recognized immediately. The defined benefit liability is the aggregate of the present value of the defined benefit obligation and actuarial gains and losses not recognized reduced by past service cost not yet recognized and the fair value of plan assets out of which the obligations are to be settled directly. If such aggregate is negative, the asset is measured at the lower of such aggregate or the aggregate of cumulative unrecognized net actuarial losses and past service cost and the present value of any economic benefits available in the form of refunds from the plan or reductions in the future contributions to the plan. For income tax purposes, deductible retirement cost consists of payments covering the current service cost for the year plus payments toward funding the actuarial accrued liability. Income Tax Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the tax authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the balance sheet date. Deferred income tax is provided, using the balance sheet liability method, on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax liabilities are recognized for all taxable temporary differences, except: where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting income nor taxable income or loss; and in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred tax assets are recognized for all deductible temporary differences. Deferred income tax, however, is not recognized when it arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable income or loss. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable income will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at each balance sheet date and are recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rate (and tax laws) that have been enacted or substantively enacted at the balance sheet date. Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets relate to the taxable entity and the same tax authority. Segment Reporting The Company’s operating businesses are organized and managed separately according to the nature of the services provided, with each segment representing a strategic business unit that offers different services and serves different markets. Earnings Per Share Basic earnings per share (EPS) is determined by dividing net income by the weighted average number of common shares outstanding during the year, with retroactive adjustments for any stock dividends declared. Diluted earnings per common share is computed in the same manner, adjusted for the effect of the shares issuable to qualified directors, officers and employees under the Parent Company’s stock option plan which are assumed to be exercised at the date of grant. 21 Where the effect of the exercise of stock options is anti-dilutive, basic and diluted earnings per share are stated at the same amount. Contingencies Contingent liabilities are not recognized in the consolidated financial statements but are disclosed unless the possibility of an outflow of resources embodying economic benefits is remote. Contingent assets are not recognized in the consolidated financial statements but disclosed when an inflow of economic benefits is probable. Events after the Balance Sheet Date Post year-end events that provide additional information about the Company’s financial position at the balance sheet date, if any, (adjusting events) are reflected in the consolidated financial statements. Post year-end events that are not adjusting events are disclosed in the notes to consolidated financial statements when material. 4. Cash and Cash Equivalents This account consists of: Cash on hand and in banks Short-term deposits June 30, 2008 P = 474,488 307,986 P = 782,474 December 31, 2007 P = 278,648 258,687 P = 537,335 Cash in banks earn interest at the prevailing bank deposit rates. Short-term deposits 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 shortterm deposit rates. 5. Trade and Other Receivables This account consists of: Trade Advances to officers and employees Advances to suppliers and contractors Statutory receivables Others Less allowance for doubtful accounts June 30, 2008 P = 684,843 123,005 66,437 14,434 51,173 939,892 7,577 P = 932,315 December 31, 2007 P = 807,008 119,401 84,031 3,313 43,828 1,057,581 8,367 P = 1,049,214 22 6. Property and Equipment The movement of this account follows: Computer Equipment Cost Balance at beginning of year Additions Disposals Reclassifications Translation adjustments Balance at end of year Accumulated Depreciation, Amortization and Impairment Losses Balance at beginning of year Depreciation and amortization for the year Translation adjustments Balance at end of year Net Book Value P = 807,877 67,279 5,713 880,869 P = 426,507 855 (27) 427,335 P = 697,124 11,856 7,712 716,692 P = 169,043 12,807 (151) 2,342 184,041 Transportation Equipment Software Pool Construction In-Progress P = 14,585 1,074 15,659 P = 13,900 12,287 2,577 28,764 P = 24,165 12,106 36,271 Total P = 2,153,201 118,264 (178) 18,344 2,289,631 381,256 211,629 233,540 74,399 7,608 13,248 - 921,680 83,541 4,908 469,705 P = 411,164 44,843 256,472 P = 170,863 79,594 2,516 315,650 P = 401,042 17,737 1,529 93,665 P = 90,376 1,282 8,890 P = 6,769 1,190 2,551 16,989 P = 11,775 P = 36,271 228,187 11,504 1,161,371 P = 1,128,260 December 31, 2007 Office Furniture, Leasehold Fixtures and Improvements Equipment Transportation Equipment Software Pool Construction In-Progress Computer Equipment Cost Balance at beginning of year Additions Disposals Reclassification Translation adjustments Effect of consolidation of subsidiaries Balance at end of year Accumulated Depreciation, Amortization and Impairment Losses Balance at beginning of year Depreciation and amortization for the year Disposals Translation adjustments Effect of consolidation of subsidiaries Balance at end of year Net Book Value Communication Equipment June 30, 2008 Office Furniture, Leasehold Fixtures and Improvements Equipment P = 690,642 119,815 (540) Communication Equipment (2,040) 807,877 P = 371,329 39,780 (46) 15,444 – – 426,507 P = 385,451 250,379 – 62,427 (2,156) 1,023 697,124 P = 150,235 37,489 (27,962) (1,386) 10,667 169,043 P = 9,391 1,561 (841) – 4,474 14,585 P = 14,476 344 - 233,656 127,398 129,934 56,953 2,693 12,953 151,515 (387) (3,528) 381,256 P = 426,621 84,255 (24) – – 211,629 P = 214,878 104,782 – (2,097) 921 233,540 P = 463,584 30,159 (16,130) (5,565) 8,982 74,399 P = 94,644 2,697 (434) – 2,652 7,608 P = 6,977 2,409 – (2,114) 13,248 P = 652 (920) 13,900 P = 79,584 22,452 – (77,871) – – 24,165 – – – – – P = 24,165 Total P = 1,701,108 471,820 (29,389) (6,502) 16,164 2,153,201 563,587 375,817 (16,975) (13,304) 12,555 921,680 P = 1,231,521 23 7. Goodwill and Other Intangibles This account consists of: June 30, 2008 P = 1,976,948 8,880 27,107 2,012,935 (8,231) P = 2,004,704 Goodwill Website and software packages Software development cost Less accumulated amortization: 8. December 31, 2007 P = 1,707,757 6,465 24,307 1,738,529 (5,410) P = 1,733,119 Bank Loans Short-term Loans This account consists of: June 30, 2008 P = 1,089,894 – P = 1,089,894 Dollar-denominated Peso-denominated December 31, 2007 P = 1,211,657 – P = 1,211,657 Dollar-denominated loans are obtained from various foreign and local branches of foreign banks. These loans bear average annual interest rates ranging from 7.4% to 9.0%. The purpose of the facility is to provide ACS the normal working capital financing and extend short-term loans for capacity expansion of the call center business. The facility is covered by an agreement whereby cash remittances from a major customer of not less than US$0.20 million each month shall be credited to ACS’ foreign currency-denominated unit account maintained in the said local branch of a foreign bank. Long-term Loans This account consists of: Long-term loan Less current portion Long-term loan - net of current portion 2008 AU$18,727 1,772 AU$16,955 P = 805,895 76,263 P = 729,632 2007 AU$19,429 1,575 AU$17,854 P = 705,363 57,173 P = 648,190 On May 31, 2006, Paxys A.U. obtained a bridge loan of AU$18.9 million from an Australian bank to partly finance its acquisition of SmartSalary. The loan was for a period of nine months subject to interest of AU$ Base Rate plus a spread of 3.5% per annum. Before its term expired, the loan was refinanced on October 10, 2006 into two facilities: an amortizing facility of AU$14.9 million (Tranche A) and a non-amortizing facility of AU$4.0 million (Tranche B) and will mature in 5 years. The non-amortizing facility is subject to bullet repayment at maturity. On August 24, 2007, the Tranche A and Tranche B were amended. The amended facility agreement (Tranche A-revised), will now include (1) the Tranche A of AU$14.1 million, as re-valued, (2) the existing Tranche B amounting to AU$4.0 million, and (3) ancillary facility related to the NSW contract amounting to AU$2.0 million. The amended facility agreement is subject to quarterly principal repayments as follows: Year 1 2 3 4 5 Repayment Amount AU$1,000 1,500 1,800 2,200 1,818 The balance of the amended facility agreement will be paid at the termination date. Quarterly Repayments AU$250 375 450 550 606 24 The amended facility agreement is subject to interest rate of the Bank Bill Swap Rate - Average Bid (“BBSY”) + Margin. For the first 12 months after the First Draw Date, the Margin will be 2.75% per annum. Thereafter the Margin will be determined in accordance with the following grid based on the leverage ratio as follows: Leverage Ratio = 2.50 times and < 3.25 times = 2.00 times and < 2.50 times < 2.00 times Margin 1.85% 1.50% 1.25% The loan is subject to financial covenants (leverage ratio, interest cover ratio and debt service coverage ratio) which will be tested quarterly on a rolling 12 month basis. Paxys A.U. has been in compliance with the above financial covenants as certified by the creditor bank. 9. Share-based Payment Plan On June 2, 2005 and May 27, 2005, the Board of Directors and Stockholders of the parent company, respectively, approved the “Fil-Hispano Employee Equity Plan” (the “EEP” or the “Plan”) to be availed of by the executives and key employees (“Employees” or “Recipient” or Participant”) of the Company. The Plan is being managed by a committee appointed by the Parent Company’s BOD. Recipients will be determined on the basis of their service years, position/role in the Company and performance. The Committee, in its sole discretion, shall determine the number and other parameters of options granted to eligible employees. The maximum number of shares that may be issued under the EEP is 50 million shares (authorized but unissued, reacquired, or both or acquired from a third party). The Plan shall terminate on the 10th anniversary after the effective date on May 1, 2005. The employees may not claim any eligibility or other legal rights for future grants or other benefits after the Company terminates the EEP. The employees have no voting rights and are not entitled to receive dividend payments until the shares are transferred to them after exercising the option or until the shares have been fully paid. Any taxes or contributions arising from the stock transactions shall be borne by employees. Vested stock options may be exercised at any time, up to a maximum of four (4) years from the date of grant, depending on the program type. The Committee has the authority to grant options with a shorter duration than four (4) years. All unexercised stock options after this period are considered forfeited. On June 1, 2006, the Plan was approved by the SEC. Launch Grant Program. This program is a one-time grant of shares during the first year launching of the EEP, given to executives and key employees of the Company in recognition of their past services. The salient features of the program are as follows: a. b. c. d. Shares may be granted to executives and key employees as of November 28, 2004, as designated by the Committee. Levels of grant will be determined based on employees’ years of service, and position/role and performance in the Company. Shares granted shall be deemed to have been fully vested at the time of grant and therefore not subject to any blocking period. Employee shall have full shareholder rights upon allocation of the shares. On November 3, 2005, the Committee approved the launch grant program for the Company’s eleven (11) executives and twelve (12) key employees amounting to P = 11.87 million , equivalent to 2,422,000 shares based on the market value of P = 4.90 per share. All shares granted under the Launch Grant Program were accepted by the Company’s executives and employees as of December 31, 2005. Stock Option Grant Program. Under this program, options may be granted to executives and key employees of the Parent Company and ACS, as designated by the Committee, once a year after the announcement of the Company’s final results, usually May of each year. The options shall be granted for four (4) years starting from the Grant Date, until termination of employment. The duration of the option includes exercise periods. At the end of the exercise period, all unexercised options expire without any compensation. The options are not transferable during the whole term of the option. The employee has no voting right and is not entitled to receive dividend payments until the shares are transferred to him after exercising the option. The option has a vesting period of three (3) years from the Grant Date with the following percentages, rounded down to the next whole number, vesting on each anniversary of the Grant Date: 60% - first year 20% - second year 20% - third year At the end of each anniversary date, the proportionate number of options corresponding to the above percentages shall become vested. 25 During the vesting period, the options cannot be exercised and are subject to forfeiture rules. Once the options have vested, the recipient has the right to exercise the options during the exercise period. The exercise period can be shortened, upon termination of employment of the executives and key employees. The options may be exercised for a period of one (1) year after the vesting period for each anniversary date, the exercise price shall be determined by the committee on Grant Date. The following methods will be used for options exercised during the exercise period: Cash Purchase Exercise Method. The employee must pay the exercise price to acquire the shares. Any income/social security tax and brokerage cost shall be paid by the employee separately. In return, the employee becomes entitled to receive the number of shares for which the options are exercised. Cashless Exercise Method. The employee exercises the options and sells all the resulting shares. After covering the exercise price, income/social security taxes and brokerage costs, the balance of the proceeds are paid to the employee in cash. Sell to Cover Method. The employee exercises the options and sells only enough shares to pay for the exercise price, any income/social security and brokerage costs. The employee keeps the remaining shares. On November 3, 2005, the Committee approved option grant for the Company’s 5 executives and 15 key employees amounting to P = 23.78 million, equivalent to 8,200,000 shares based on an exercise price of P = 2.90 per share. On June 1, 2006, the Committee approved option grant for the Company’s 10 executives and 15 key employees amounting to P = 115.44 million, equivalent to 14,800,000 shares based on an exercise price of P = 7.80 per share. A summary of the Stock Option Grant Program and related information for Parent Company and ACS follows: Parent Company Date of Grant Vesting date Vesting shares Attrition rate Shares expected to be exercised May 31, 2007 4,200,000 10% June 1, 2006 May 31, 2008 1,400,000 10% May 31, 2009 1,400,000 10% November 3, 2005 May 31, May 31, 2006 2007 1,800,000 600,000 – 10% May 31, 2008 600,000 10% 3,780,000 1,260,000 1,260,000 1,800,000 540,000 May 31, 2007 4,680,000 15% June 1, 2006 May 31, 2008 1,560,000 15% May 31, 2009 1,560,000 15% November 3, 2005 May 31, May 31, May 31, 2006 2007 2008 3,120,000 1,040,000 1,040,000 – 15% 15% P = 3,978,000 P = 1,326,000 P = 1,326,000 ACS Date of Grant Vesting date Vesting shares Attrition rate Shares expected to be exercised P = 3,120,000 540,000 P = 884,000 P = 884,000 Stock Purchase Program. Under this program, regular and project employees of the Company, with at least one (1) year of service, shall be given the opportunity to purchase shares on installment. The maximum number of shares that may be purchased by each eligible person on installment shall be established each year by the BOD or the Committee. The shares may be acquired at their fair market value on the allocation date, the next trading day following the approval of the Participant’s Purchase Agreement Form. The purchase price of the shares acquired by the Participant shall be advanced by the Company and paid off by way of payroll deductions, without any interest. Shares acquired under this Program may not be disposed of, sold, donated or transferred until they are fully paid. Upon full payment of the shares, the Participant may freely dispose of the shares without any restriction. The employee shall have full shareholder rights upon allocation of the shares, except the right of disposal. As of June 30, 2008, there were no options granted under the stock purchase program. 10. Stockholders’ Equity On May 1, 2006, the Parent Company entered into a Share Sale Agreement involving the acquisition of shares of SmartSalary. The selling shareholders of SmartSalary were advised that they could elect to receive a portion of their acquisition consideration in the form of the Parent Company’s new shares. Accordingly, three SmartSalary shareholders elected to receive their acquisition consideration equivalent to 33,230,389 Parent Company shares. On July 11, 2006, the Company issued 2,422,000 shares related to the launch grant program approved in November 3, 2005. 26 On May 31, 2007 and September 13, 2006, the Company issued 10,440,000 and 4,860,000 shares related to the exercise of the option under the stock option grant program 11. Segment Information Business segment information is reported on the basis that is used internally for evaluating segment performance and deciding how to allocate resources among operating segments. Accordingly, the primary segment reporting format is business segment. Secondary information is reported geographically. The industry segments where the company operates are as follows: Call Center - The call center segment offers an integrated mix of call center solutions including inbound (customerinitiated) and outbound teleservicing as well as email and web-based tools. Salary Packaging - The salary packaging segment provides services to company employees to effectively structure their income through a combination of cash and approved employee benefits. The segment’s services ensure the implementation of a well-aligned salary packaging policy and the delivery of a comprehensive tax management reporting suite. Business Segment Data The following table present revenues and expenses information and certain assets and liabilities information regarding the business segments for the three months ended June 30, 2008: Call Center Results of operations Segment revenues from external customers Segment expenses Other segment operating income (expense) Segment result Interest income Interest expense Foreign exchange gain (loss) - net Provision for income tax Net income Salary Packaging Others P = 1,119,809 (1,207,916) P = 493,382 (350,568) P = 67,647 (78,975) 73,919 (14,188) 2,079 (46,173) 27,352 (P = 30,930) 142,814 39,186 (42,791) (46,803) P = 92,406 146 (11,182) 10,341 (14,745) (25,563) (P = 41,149) Eliminations P = 34,599 (42,479) (7,880) (8,955) 10,662 (8,538) (P = 14,711) Consolidated P = 1,680,838 (1,602,860) 31,586 109,564 42,651 (93,047) (6,749) (46,803) P = 5,616 Assets and liabilities Segment assets P = 2,618,766 P = 2,247,074 P = 2,911,968 (P = 2,381,423) P = 5,396,385 Segment liabilities P = 1,459,416 P = 1,308,575 P = 893,792 (P = 998,937) P = 2,662,846 Geographical Segment Data The following table present the revenue and expenditure and certain asset information regarding geographical segments for the three months ended June 30, 2008: Revenue External Sales Other segment information Segment assets Capital Expenditures Property and equipment Intangibles Philippines Australia Eliminations Consolidated P = 1,187,456 P = 493,382 P =– P = 1,680,838 4,745,661 3,032,147 96,808 5,215 21,458 - (2,381,423) - 5,396,385 118,266 5,215 27 12. Earnings (Loss) Per Share Earnings (loss) per share were computed as follows: Net earnings attributable to Parent (a) Weighted average number of common shares outstanding (b) Earnings (loss) per share (a/b) For the Three Months Ended June 30 2008 2007 2006 P = 3,619 P = 216,183 P = 407,847 950,952,389 942,300,455 904,589,833 P = 0.004 P = 0.23 P = 0.24 2008 P = 22,129 8,106 P = 30,235 2007 P = 22,129 8,106 P = 30,235 13. Retirement Benefits This account consists of: Accrued retirement costs Other long-term employee benefits Accrued Retirement Costs ACS and SWA has an unfunded, noncontributory defined benefit plan covering all of its regular and full time employees. The plan provides for a lump sum benefit payment upon retirement. Contributions and costs are determined in accordance with the actuarial study made for the plan which is normally obtained every year. 14. Income Tax The provision for income tax in 2008 represents provision for income tax of SmartSalary in Australia and is based on Australian Tax Law. 15. Contingencies The parent company is currently contesting tax assessments of the BIR dated December 8, 2004, for alleged deficiency creditable withholding tax and documentary stamp tax totaling P = 13.32 million arising from its sale of real properties in 2003 and 2001. The BIR believes that the parent company erroneously declared the real properties sold as industrial properties instead of commercial properties. Hence, the tax base declared was alleged to be low. As advised by its external legal counsel, the parent company filed a “Petition for Review” with the Court of Tax Appeals on September 30, 2005 to contest the tax assessments. The parent company and its counsel have estimated that the eventual liabilities of these tax assessments are estimated at P = 3.8 million. A provision for probable losses arising from tax assessments was recognized and is presented as part of “Accounts payable and accrued expenses”. On June 25, 2007, the Second Division of the CTA rendered a Decision dismissing the Parent Company’s “Petition for Review” dated September 30, 2005 on the ground of lack of jurisdiction. The Parent Company filed a Motion for Reconsideration (Motion) on July 18, 2007. The CTA Second Division (2nd Div.) in a Resolution dated November 20, 2007 denied said Motion. On December 20, 2007, the Parent Company filed a Petition with the CTA En Banc questioning the aforementioned Decision and Resolution of the 2nd Div. The said Petition is still pending as of May 15, 2008. Pursuant to an Application for Compromise Settlement with the BIR, the Parent Company in 2007 paid BIR the amount of P = 3.84 million which is equivalent to 40% of the basic taxes assessed, which amount is also equal to the amount accrued in prior year. 16. Other Matters Detailed schedules have been omitted for purposes of preparing this interim financial statements as allowed by SRC Rule 68. 28 Annex B MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS INTRODUCTION The following discussion should be read in conjunction with the attached unaudited consolidated financial statements of the Company as of and for the period ended June 30, 2008 (with comparative figures as of December 31, 2007 and for the period ended June 30, 2007). All necessary adjustments to present fairly the consolidated financial condition, results of operations, and cash flows of the Company for the six months ended June 30, 2008, and for all the other periods presented, have been made. Certain information and footnote disclosure normally included in the audited financial statements prepared in accordance with generally accepted accounting principles have been omitted. Overview of Our Business Below is the Group’s organizational structure as of June 30, 2008 Paxys, Inc. (Parent Company) Advanced Contact Solutions, Inc. (ACS)* 100% owned by Paxys, Inc. Paxys N.V.** 100% owned by Paxys, Inc. ScopeWorks Asia Inc. (SWA)* 100% owned by Paxys, Inc. Paxys Australia Pty Ltd*** 100% owned by Paxys NV Global Idealogy Corp. (GIC)* 50.45% owned by Paxys, Inc. SmartSalary Pty. Ltd.*** 100% owned by Paxys Australia Pty Ltd Stellar Global Solutions Phil., Inc. (SGSPI)* 50% owned by Paxys, Inc. *These companies are registered in the Philippines. **Paxys N.V. (“PNV”) is established at Curacao, Netherlands Antilles. ***Paxys Australia and SmartSalary are Australian registered companies. 29 Paxys or the Parent Company’s business was changed to that of a holding company in 1997 from manufacturing ceramic tiles. ACS, one of the pioneers in the Philippine call enter industry, provides inbound customer management services such as order taking, help desk and technical support; outbound services such as telemarketing, telecollection, and sales verification; and other BPO services such as research, financial administration and HR functions. ACS services both Philippine and foreign clients. Its U.S.-based clients belong to diverse industries ranging from financial services, telecommunications, retail, broadcasting and transport. SmartSalary is an Australian company engaged in salary packaging and other HR outsourcing services. It is the second largest but fastest growing provider of outsourced salary packaging administration services in Australia. The services of SmartSalary ensure the implementation of a well-aligned salary packaging policy and the delivery of a comprehensive tax management reporting suite. SmartSalary also provides other associated services for its clients, such as financial planning, car lease finance broking, and other related employee benefits. ScopeWorks Asia provides high quality and cost effective outsourced transcription, editing and proofreading services. It is one of the pioneers in the legal scoping industry in the Philippines servicing court reporters in the U.S. GIC is a Philippine-based software solutions provider that focuses on the use of new technologies in creating software products and applications that help transform the way organizations operate and manage their business. GIC has a suite of proven enterprise software solutions that are completely web-based, superseding older client-server based applications. Stellar Global Solutions Philippines, incorporated January 2007 in the Philippines, is a 50/50 joint venture between Stellar Holdings Inc. and Paxys. The joint venture brings together two world-class companies, combining contact centre and business process outsourcing experience with local capabilities to deliver exceptional offshore service outcomes from the Philippines. Stellar Global Solutions Philippines was established to provide a cost-effective Philippine offshore outsourcing solution for the Australian and UK outsourcing clients of the Stellar Community. RESULTS OF OPERATIONS For 2nd quarter 2008 vs 2007 (April to June) Summary Profit and Loss For the three months ended June 30 In Million Pesos Service Income Gross Profit EBITDA Income from Operations Net Income (loss)3 2nd Quarter (April – June) 2008 2007 Amount % to Sales Amount % to Sales 839 100% 790 100% 404 48% 362 46% 134 16% 198 25% 16 2% 107 14% (42) -5% 77 10% % Change 6.20% 11.60% -32.32% -85.05% -154.55% The Company reported Consolidated Service Income of P839 million for the 2nd quarter of 2008, or a growth of 6% compared to P790 million in the same period last year. Gross profit margin is up to 48% this 2nd quarter from 46% same quarter last year. There are no direct costs associated with the provision of salary packaging services and as such salary packaging costs are booked in operating expenses. 3 This is net income attributable to equity holders. 30 For the six months ended June 30, 2008 compared to June 30, 2007 Summary Profit and Loss For the six months ended June 30 In Million Pesos Service Income Gross Profit EBITDA Income from Operations Net Income4 Amount 1,681 789 309 78 4 Six months ended June 30 2008 2007 % to Sales Amount % to Sales 100% 1,598 100% 47% 763 48% 18% 453 28% 5% 283 18% 0.2% 216 14% % Change 5.19% 3.41% -31.79% -72.44% -98.15% Consolidated Service income for the six months ended 2008 increased by 5% to P1,681 million from P1,598 million in 2007 of the same period. Gross Profit increased slightly by 3% to P789 million this year while Income from Operations for the six month ended June 30, 2008 dropped by 72% compared to 2007 of the same period. Gross profit margin decreased by 1% to 47%. EBITDA margin and Operating Income margin for 2008 decreased by 36% and 72% to 18% and 5%, respectively. Consolidated net income for the six months reported P4 million or 98% lower than last year. Net income ratio dropped to 0.2% from 14% last year. Earnings per share (EPS) for 2008 declined by 98% to P0.004 per share from last year’s P0.24 per share. The following are the highlights of the performance of the individual business entities: A. Advanced Contact Solutions, Inc. The call center business, which accounted for 61% of the Paxys Group’s revenues, reported service revenues of P1.02 billion or an 18% decrease from last year’s P1.24 billion. This is due to decrease in volume hours to 2.6 million in 2008 from 4.0 million in 2007. Gross Profit and Income from Operations for the 1st half of 2008 dropped by 43% and 143%, respectively, compared to 2007 of the same period due to decline in service income of ACS. Gross profit margin reduced to 23% from 33%. EBITDA margin and Operating Income margin for 2008 dropped also by 57% and 156% to 13% and -9%, respectively. ACS posted Net Loss of (P30) million in 2008 which is 115% lower than the net income achieved the previous year. B. SmartSalary Pty. Ltd. SmartSalary posted revenue of AUD12.4 million for the first half of 2008 or a 38% increase from last year’s AUD9.0 million. The growth in revenue is mainly driven by increase in number of clients to 75,086 from 67,472 last year. Revenue from salary packaging accounted for 29% of the consolidated service income for the six months ended June 30, 2008, as compared to 22% in the same period in 2007. EBITDA margin and Operating Income margin increased to 43% and 40% from 41% and 38%, respectively. Net income ratio dropped to 26% from 27%. The slight decrease was due to incentives given to employees during the first half of the year. 4 This is net income attributable to equity holders. 31 C. ScopeWorks Asia, Inc. SWA revenue grew by 233% to P29.7 million from P9.3 million of the same period last year. The increase was due to voice-to-text project which started late last year. D. Stellar Global Solutions Phils., Inc. SGSPI started its commercial operation on September 2007. It posted a service income of P199 million for the six months ended 2008. Paxys recognized 50% of its equity which contributed to about 6% of the consolidated revenue. FINANCIAL CONDITION (In Thousand Pesos unless otherwise stated) As of June 30, As of December 2008 31, 2007 Balance Sheet Data: Total Current Assets Total Noncurrent Assets Total Assets Total Current Liabilities Total Noncurrent Liabilities Total Stockholders’ Equity 2,134,099 3,262,286 5,396,385 1,902,979 759,867 2,733,539 1,992,492 3,080,244 5,072,736 1,838,487 682,228 2,552,021 Y08 vs Y07 % change 7.11% 5.91% 6.38% 3.51% 11.38% 7.11% The major changes in the balance sheet items from December 31, 2007 to June 30, 2008 are as follows: Cash and cash equivalents increased by 46% or P245 million coming mainly from operations. Trade and other receivables decreased by 11% or P117 million due to collections of the receivables related to chapter 11 of our marketing partner as previously reported. As of June 30, 2008, it has emerged from chapter 11. Advances to related parties - current increased by 64% or P35 million due to charges made by ACS to Stellar relating to the latter’s use of ACS facilities. Input Tax and other current assets increased by 29% or P73 million due to input VAT from various purchases of ACS. Property and equipment – net of accumulated depreciation decreased by 8% or P103 million. This was attributable to increase in depreciation to P231 million in 2008 from P170 million in 2007 and decrease in acquisitions to P117 million in 2008 from P164 million in 2007. Intangibles which are principally Goodwill from acquisition of SmartSalary, increased by 16% or P272 million due to appreciation of the AUD to P43.0346 from P36.3039. Increase was also due to addition in software development cost of GIC amounting to P27 million. Advances to related parties – noncurrent portion increased by 5% or P2.6 million due to accretion of interest. Other noncurrent assets increased by 13% or P5 million from refundable deposits, creditable withholding taxes and other investments of GIC. The decrease in short-term loans by 10% or P123 million was due to payment of loan made by ACS. Current portion of long-term loans increased by 33% or P19 million from the AUD loan of Paxys Australia that are maturing in one year. Also contributing to the increase was the appreciation of the AUD. Accounts payable and other current liabilities increased by 34% or P180 million due to increase in accrued expenses and statutory payables of ACS to P209 million and P59 million in 2008 from P163 million and 39 million in 2007, respectively. The increase is also attributable to increase in short term provisions made by SmartSalary. 32 LIQUIDITY AND CAPITAL RESOURCES The Company’s primary source of liquidity is the cash generated from operations. A brief summary of cash flow movements is shown below: (In Thousand Pesos unless otherwise stated) For the six months ended 30 June Other Data: Net Cash provided by Operating Activities Net Cash used in Investing Activities Net Cash used in Financing Activities 2008 2007 561,010 (165,265) (210,121) Y08 vs Y07 % change 66,773 (182,352) 173,333 740% -9.37% -221% Net cash provided by operating activities for the period amounting to P561 million basically consists of the income for the period less the non-cash items and the changes in non-cash current assets and current liabilities. Net cash used in investing activities includes the following: a) acquisitions of equipment used in operations and renovations of leased properties; b) acquisition of additional 40% investment in SWA; c) advances to related parties; and d) increase in refundable deposits for new leased properties. Net cash used in financing activities in the first half of 2008 includes payment of loans made by ACS and Paxys Australia. The Company’s management believes that the current level of cash generated from operations and the borrowing capability are sufficient to meet the Company’s immediate future cash needs. The Company does not anticipate any liquidity problems that may arise from its operating activities in the near future. Key Performance Indicators (KPI’s) The Company’s management uses the following KPIs: 1) Net Service Income : Service Income less discounts and allowances 2) Gross Profit Margin : Gross profit/Service Income 3) EBITDA : Earnings Before Interest, Taxes, Depreciation and Amortization 4) EBITDA Margin : EBITDA/Service Income 5) Income from Operations : Gross Profit – Operating Expenses 6) Net Income Margin : Net Income/Service Income 7) Return on Equity : Net Income/(Equity end + Equity beg – Net Income)/2 8) Current Ratio : Current Assets/Current Liabilities 33 The following are the major financial ratios of the Company for the three months ended June 30, 2008 and year ended December 31, 2007: 2008 (Six months) Financial Ratios: Current Ratio Debt to Equity Ratio Return on Equity5 EBITDA Margin Net Profit margin 1.12:1 49:51 0.43% 18% 0.2% 2007 (full year) 1.08:1 50:50 10% 18% 7% Y08 vs Y07 % change 4% -2% -96% -% -97% OTHER MATTERS a. Contingencies Paxys or formerly known as Fil-Hispano has on September 30, 2005 filed a Petition for Review with the Court of Tax Appeals to contest the BIR’s assessments for alleged deficiency withholding and documentary stamp taxes in connection with two (2) Deeds of Sale of real property which Fil-Hispano executed in favor of Ellimac Prime Holdings, Inc., on December 14, 2001 and March 4, 2003, respectively. The amounts assessed, inclusive of penalties accrued to date, are P2,445,039.65 and P10,874,055.71, on the first and second sale, respectively. The BIR Regional Office No. 5, which issued the assessments, asserts that deficiency withholding taxes and DST are due on the ground that the properties sold were commercial rather than industrial; hence, the zonal value for commercial property should have been applied in the computation of the taxes due on the sales. The Company and its legal counsel estimated that the eventual liabilities of these assessments are estimated at P3.8 million. On June 25, 2007, the Second Division of the CTA rendered a Decision dismissing the Parent Company’s “Petition for Review” dated September 30, 2005 on the ground of lack of jurisdiction. The Parent Company filed a Motion for Reconsideration (Motion) on July 18, 2007. The CTA Second Division (2nd Div.) in a Resolution dated November 20, 2007 denied said Motion. On December 20, 2007, the Parent Company filed a Petition with the CTA En Banc questioning the aforementioned Decision and Resolution of the 2nd Div. The said Petition is still pending as of May 15, 2008. Pursuant to an Application for Compromise Settlement with the BIR, the Parent Company in 2007 paid BIR the amount of P =3.84 million which is equivalent to 40% of the basic taxes assessed, which amount is also equal to the amount accrued in prior year. b. Commitments On March 18, 2008, the Company entered into Investment Agreement (the Agreement) with Ubaldo Reidenbach Solutions, Inc. (URSI) and its key employee. URSI is primarily a vendor of retail point of sales solutions. In 2006, it shifted its core business into Information and Technology consultancy. Its main business now involves training, implementation and/or support in these technologies. On March 18, 2008, the Company has agreed to subscribe for and URSI has agreed to sell, issue and deliver to Paxys 41,670 shares of the capital stock of URSI representing 62.50% of the total issued and outstanding capital stock of URSI. Subscription shall be divided into two (2) Tranche (Tranche A and B). Under Tranche A, the Company shall subscribe to 27,100 shares at P =240 per share. Under Tranche B, the Company shall subscribe to 14,570 shares at P =240 per share. The number of shares under Tranche B shall be decreased to 8,742 shares and the subscription price shall be 5 Annualized based on June 30, 2008 Results. 34 subject to post-closing price adjustment upon URSI achieving the gross profit of P =5.15 million for the year ended December 31, 2008 Also, on March 31, 2008, the Company signed a joint venture agreement with WNS Global Services Netherlands Cooperative U.A. Netherlands, a member of the WNS (Holdings) Limited Group (WNS Group). The WNS Group is a global business process outsourcing provider based in Mumbai, India with presence in the United States of America, United Kingdom, Sri Lanka, and Romania. WNS (Holdings) Limited is listed in the New York Stock Exchange. The joint venture agreement is for the formation and operation of a BPO joint venture company in the Philippines. To be known as WNS Philippines, Inc., the joint venture company shall offer an entire range of BPO services to global clients across industries. The WNS Group is initially putting in about US$300,000.00 million representing 65% in the joint venture company while the Company’s investment is around US$170,000.00 million, equivalent to a 35% stake. These will be funded by operations and short-term loans as needed. c. There were no material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationship of the Company with unconsolidated entities or other persons during the reporting period. d. There are no unusual items as to nature and amount affecting assets, liabilities, equity, net income or cash flows, except those stated in Management’s Discussion and Analysis of Financial Conditions and Results of Operations. e. There were no known trends, demands, commitments, events or uncertainties that will have a material impact on the Company’s liquidity. f. There were no known trends, events or uncertainties that have had or that are reasonably expected to have a favorable or an unfavorable impact on net sales or revenue or income from continuing operation. g. The causes for any material change from period to period are stated under Management’s discussion and analysis section “financial condition”. h. The effects of seasonality or cyclicality on the operations of the Company’s business are not material. i. There were no material changes in estimates of amounts reported in interim periods of the current year or changes in estimates of amounts reported in prior financial years. Key Variable and Other Qualitative and Quantitative Factors Trends, Events, Uncertainties or Contingent Financial Obligation with Material Impact on Liquidity The Company does not anticipate having liquidity problem within the next twelve (12) months since it has adequate amount of cash to pay its maturing obligations and to support its working capital requirements. 35 Annex C PAXYS, INC. And SUBSIDIARIES CONSOLIDATED TRADE RECEIVABLES AGING SCHEDULE As of June 30, 2008 Local International Less: Allowance for Doubtful accounts Net Balance 06.30.08 =46,365,600 P 0-30 days 8,411,752 31-60 days 14,711,721 61-90 days 5,776,064 Over 90 days 17,466,063 588,065,116 634,430,716 229,303,142 237,714,894 201,073,018 215,784,739 156,942,301 162,718,365 746,655 18,212,718 (6,797,494) =627,633,222 P 237,714,894 215,784,739 162,718,365 (6,797,494) 11,415,224
© Copyright 2024