COVER SHEET PHILIPPINE SEVEN CORPORATION (Company’s Full Name) 7th Floor, The Columbia Tower Ortigas Avenue, Mandaluyong City (Company’s Address: No. Street City/Town/Province) 705-52-00 (Company’s Telephone Number) December 31 Every 2nd Tuesday of June of each year (Fiscal Year Ending) (Month & Day) (Annual Meeting) FIRST QUARTERLY REPORT (SEC FORM 17-Q) (FORM TYPE) May 13, 2005 (Date) (Amendment Designation if Applicable) __________________________________________ (Secondary License Type, if any) _________________ LCU __________________ Cashier _________________ DTU 108476 S.E.C. Reg. No. ___________________ Central Receiving Unit _________________ File Number _________________ Document I.D. REPUBLIC OF THE PHILIPPINES) ____________________________) S.S. CERTIFICATION I, EVELYN S. ENRIQUEZ, of legal age, Filipino citizen and with office address at 7th Floor, The Columbia Tower, Ortigas Avenue, Mandaluyong City, after having been duly sworn to in accordance with law, hereby depose and certify that: 1. I am the Corporate Secretary of PHILIPPINE SEVEN CORPORATION (the “Corporation”), a corporation duly organized and existing under and by virtue of the laws of the Philippines and with principal office at 7th Floor, The Columbia Tower, Ortigas Avenue, Mandaluyong City, Philippines; 2. The basic and material data in the 1st Quarterly Report as of March 31, 2005 of the Corporation contained in the diskette and hard copies are one and the same. IN WITNESS WHEREOF, I have hereunto set my hand this ____ th day of May 2005 at Mandaluyong City, Philippines. EVELYN S. ENRIQUEZ Corporate Secretary SUBSCRIBED AND SWORN, to before me this ___ th day of May 2005 at the City of __________________ Philippines, affiant exhibited to me her Community Tax Certificate No. 15977741 issued on January 16, 2005 at Mandaluyong City. Doc. No. ______; Page No. ______; Book No. ______; Series of 2005. NOTARY PUBLIC SECURITIES AND EXCHANGE COMMISSION 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 March 31, 2005 2. Commission identification number 3. BIR Tax Identification No : 040-000-390-189 4. Exact name of registrant as specified in its charter : PHILIPPINE SEVEN CORPORATION 5. Country of incorporation : PHILIPPINES 6. Industry Classification Code: (S (SEC Use Only) 7. Address of registrant’s principal office : 7TH Floor, The Columbia Tower Ortigas Avenue, Mandaluyong City 1501 (632) 705-52-00 8. Telephone number : 9. Former name, former address and former fiscal year, if changed since last report 10. Securities registered pursuant to Section 8 and 12 of the Code, or Sections 4 and 8 of the RSA No. of Shares of Common Stock 237,252,000 -0- Shares Outstanding - Common : Warrants 11. Are any or all of the securities listed on the Stock Exchange? Yes [ X ] No [ ] Stock Exchange: Philippine Stock Exchange Class/es of Securities listed - Common 12. Indicate by check mark whether the registrant: a. has filed all reports required to be filed by Section 17 of the Code and SRC Rule 17 thereunder or Sections 11 of the RSA and RSA Rule 11(a)-1 thereunder, and Sections 26 and 141 of the Corporation Code of the Philippines, during the preceding twelve (12) months (or for such shorter period the registrant was required to file such reports) Yes [ X ] No [ ] b. Has been subject of such filing requirements for the past 90 days. Yes [ X ] No [ ] PART I - FINANCIAL INFORMATION Item 1. Financial Statements. Please refer to the attached. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Please refer to the attached PART II - OTHER INFORMATION N/A Pursuant to the requirement of the Securities Regulation Code, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Registrant: PHILIPPINE SEVEN CORPORATION Signature and Title: JOSE VICTOR P. PATERNO President Date: May 13, 2005 Signature and Title: TSUNG-YU LIN Chief Financial Officer/Treasurer Date May 13, 2005 May 13, 2005 SECURITIES AND EXCHANGE COMMISSION SEC Building EDSA, Quezon City Gentlemen: In connection with the financial statements of Philippine Seven Corporation as of March 31, 2005, which will be submitted to the Philippine Stock Exchange (PSE), we confirm to the best of our knowledge and belief, the following: 1. We are responsible for the fair presentation of the financial statements in conformity with the generally accepted accounting principles. 2. There have been no: a. Irregularities involving management or employees who have significant roles in the system or internal accounting control. b. Irregularities involving other employees that could have a material effect on financial statements. c. Communication from regulatory agencies concerning non-compliance with or deficiencies in, financial reporting practices that could have a material effect on the financial statements. 3. There are no: a. Violations or possible violations of laws or regulations whose effects should be considered for disclosure in the financial statements or as a basis for recording a loss contingency. b. Other material liabilities or gain or loss contingencies that are required to be accrued or disclosed. 4. The accounting records underlying the financial statements accurately and fairly reflect the transactions of the company. 5. The company has satisfactory title to all owned assets, and there are no liens or encumbrances on such assets nor has any asset been pledged. 6. Provision has been made for any material loss to be sustained. 7. We have complied with all respects of contractual agreements that would have a material effect on the financial statements in the event of con-compliance. TSUNG-YU LIN Chief Financial Officer/Treasurer STATEMENT OF MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL STATEMENTS The management of Philippine Seven Corporation is responsible for all information and representations contained in the consolidated unaudited financial statements for the quarter ended March 31, 2005. The financial statements have been prepared in conformity with generally accepted accounting principles and reflect amounts that are based on the best estimates and informed judgment with an appropriate consideration to materiality. In this regard, management maintains a system of accounting and reporting which provides for the necessary internal controls to ensure that transactions are properly authorized and recorded, assets are safeguarded against unauthorized use or disposition and liabilities are recognized. VICENTE T. PATERNO Chairman of the Board JOSE VICTOR P. PATERNO President TSUNG-YU LIN Chief Financial Officer/Treasurer FIRST QUARTER 2005 Management Discussion and Analysis of Financial Condition and Results of Operations Philippine Seven Corporation (PSC) has grown unabated even as the country has gone from crisis to crisis. During the period, a store was opened in University of Batangas and 5 underperforming stores were closed bringing the total operating stores to 253, 25% higher versus first quarter of 2004, 202. PSC shall continue to protect it’s lead in the C-Store Industry. The company has identified 48 potential store sites and is targeting a total of 275 operating stores by year end, this being one of the company’s key performance indicators (KPI). February 4, 2005, the company entered into a 15 year lease of a 12,300 sq.m. warehouse to be constructed on a 1.85 hectare land located in Manggahan, Pasig City. Servic Trading and Hauling Corporation, which owns the said land agreed to construct a build-to-suit warehouse for PSC. In lieu of this, the company paid P20 million rental deposit. This strategic decision is in anticipation of the expiry of lease contract with Keynet Warehouse on November 30, 2005. The new warehouse is expected to be turned over to PSC by October this year. SALES, REVENUES AND GROSS MARGINS Total revenue from merchandise sold for the first quarter grew by 29.3% year-on year, to P1.045 billion. Average sales per store per month increased by 4.3%, while mature stores’ growth rate is 5.4%. Average customer count increased by 3% versus the same period last year. Average sales per store and average customer count are other key performance indicators of the company. Yearly, stores sales would scale-up during holiday season. A growth in sales was registered in March due to holy week, last year it fell on April. This contributed 17% increase in average sales per day compared to 30% increase last year.: Year on year growth in sales is driven primarily by reduced out of stock situations, product launches and continuous improvement of product assortment across all stores. Top categories with increases were cigarettes, bottled water, energy drinks, postmix, fastfood and slurpee. On the other hand, top categories with declines were non foods, toys, novelty items, frozen foods, delicacies, juices and dairy products. Products in the services category, which form part of the company’s operating income, are prepaid phone cards and internet cards. Commission income from this category declined by 6.7% compared to prior year quarter. Proliferation of retailers and various launches of unlimited calls and texts by telecom industry, attributed to the decline. To temper the down trend, the company will soon launch other services such as Bills Payment and G-Cash Out. Gross Profit, another KPI, edged up by 29.3% to P329.2 million versus prior year quarter, P254.7 million. Gross profit rate to sales remained at 31.5%. EXPENSES Total operating expenses were up by 23.7%, to P369.9 million. Expenses accounted for 35.4% of total sales in 2005 and 37.0% in 2004. Major expenses came from store operations which is 51.3% of the total operating expenses. Under store operations, employee related expenses per store per month decreased by 4.9% due to conversion of 7 company-operated stores to Service Agreement (SA) operated stores, bringing the total number of SA to 44 as of end of first quarter. On the other hand, electricity per store, per month increased by 25.7% compared to prior year quarter. Significant increase in electricity was due to P0.98 hike per kilowatt hour, which was implemented last quarter of 2004. Selling expenses per store per month decreased by 10% versus prior year quarter. There were savings on rental expenses, with an average of 7.7% per store, per month. This is primarily due to rent reductions extended by our lessors. On the contrary, depreciation and amortization on properties and equipments increased by 0.8% per store, per month versus last year. General and administrative expenses were reduced from 8% of sales in 2004 to 7.8% of sales in 2005. Interest Expenses on loans increased by 118% versus prior year quarter. It reached P9.0 million in 2005 versus P4.1 million in 2004. Proceeds from loans in 2004, which were borrowed during the 2nd quarter, were used to acquire Bingo Stores and to pay other maturing loans during the year. First quarter of 2005 resulted to a net loss of P28.8 million, 12.9% higher than prior year quarter net loss. This is primarily due to higher interest expense and lower other income this quarter versus same period last year. No significant element of the company’s income arose from sources other than the company’s continuing operations. FINANCIAL CONDITION Net cash used in operating activities for the year was P7.72 million,. During the quarter, net payments to trade suppliers reached P98.7 million. Purchases in March 2005 increased in anticipation of the holy week season. Net cash used in investing activities decreased from P88 million in 2004 to P45.8 million in 2005. There were 8 stores opened in the prior year quarter compared to only 1 store this year. In 2005, aside from the store that opened, there were acquisitions of store equipments amounting to P32.2 million. Majority of the company’s commitments for capital expenditures for the year are for new stores construction and renovations plus acquisition of POS machines. Funds for these expenditures are expected to come from the anticipated increase in revenues/cash flows and from additional borrowings if the need for such may arise. Austerity measures had also been put in place for the company to maximize the use of its resources. Net cash used in financing activities was P2.5 million. Proceeds from loans in 2005 reached P30 million. P23.5M was used to pay other maturing loans and P9 million was used to pay interest charges. Overall cash and cash equivalents at the end of 1st quarter of 2005 decreased by P55.9 million, that is from P265.3 million at the beginning of the year to P209.4 million at the end of the quarter. Total current assets decreased by P90.2 million from P708.3 million at the beginning of the year. Cash and cash equivalents decreased by P55.9 million and merchandise inventory decreased by P31.8 million. Total current liabilities decreased by P53.1 million, that is from P883.1 million at the beginning of the year to P829.9 million at the end of the quarter. This is primarily due to decrease in trade payables by P98.7 million, and increase in loans payable and non trade payables by P6.5 million and P39.4 million respectively. Current ratio stood at 0.74 to1. There are no known trends or events of uncertainties that may have a material impact on the company’s liquidity. Property and Equipment, net of accumulated depreciation decreased by P5.4million from the beginning of the year. This is accounted as follows, P32.2 million for property and equipment acquisitions, P4.7 million for asset disposals and P32.8 million for depreciation. Stockholders’ equity during the year accounted for 38.06% of total assets. Debt to equity ratio is 1.62 to 1, from 1.63 to 1 at the beginning of 2005. Jose Victor Paterno President PHILIPPINE SEVEN CORPORATION AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2005 AND DECEMBER 31,2004 AND FOR EACH OF THE TWO PERIODS ENDED MARCH 31, 2005 PHILIPPINE SEVEN CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS MARCH 31, 2005 AND DECMBER 31,2004 Notes March 2005 Dec 2004 2, 2, 3 2, 4 5 P 209,374,649 92,902,181 271,379,132 44,424,888 618,080,850 P 265,321,750 107,413,986 303,199,945 32,338,578 708,274,259 2, 7 2, 6 2, 8, 20f 632,025,674 80,987,635 221,133,152 934,146,461 P1,552,227,311 637,377,805 84,919,323 203,563,512 925,860,640 P1,634,134,899 P 373,976,133 220,500,000 94,420,823 23,036,914 118,013,430 829,947,300 P 472,698,270 214,000,000 90,874,399 22,656,462 82,830,902 883,060,033 125,500,000 955,447,300 6,000,000 125,500,000 1,008,560,033 6,000,000 A S S E T S CURRENT ASSETS Cash and cash equivalents Receivables, net Inventories Prepayments and other current assets Total current assets NON-CURRENT ASSETS Property and equipment, net Deferred income tax assets Other assets, net Total non-current assets Total assets LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Trade accounts payable Loans payable Accrued expenses Income tax payable Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Loans payable Total liabilities OTHER OUTSIDE INTEREST STOCKHOLDERS’ EQUITY Capital stock Additional paid-in capital Retained earnings Treasury stock Total stockholders’ equity Total liabilities and stockholders’ equity 9 10 2, 6 11 9 2, 12 13, 14 237,938,250 293,525,037 62,239,970 (2,923,246) 590,780,011 P1,552,227,311 (See accompanying notes to consolidated financial statements) 237,938,250 293,525,037 91,034,825 (2,923,24 619,574,866 P1,634,134,899 PHILIPPINE SEVEN CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 2005, 2004 AND DECEMBER 2004 Notes CAPITAL STOCK ADDITIONAL PAID-IN CAPITAL, net of excess of cost over issue price of treasury shares 13, 14 13 RETAINED EARNINGS Beginning Net income (loss) for the year End TREASURY STOCK Balance at December 31 2, 13, 14 MARCH 2005 MARCH 2004 DEC 2004 P237,938,250 P237,938,250 P237,938,250 293,525,037 293,525,037 293,525,037 91,034,825 91,034,825 93,491,559 (28,794,855) (25,501,884) (2,456,734) 62,239,970 65,532,941 91,034,825 593,703,257 (2,923,246) 596,996,228 (2,923,246) 622,498,112 (2,923,246) P594,072,982 P619,574,866 P590,780,011 (See accompanying notes to consolidated financial statements) PHILIPPINE SEVEN CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME FOR THE THREE MONTHS ENDED MARCH 31, 2005, 2004 AND DECEMBER 2004 REVENUE FROM MERCHANDISE SOLD COST OF MERCHANDISE SOLD Notes MARCH 2005 MARCH 2004 2004 2 P1,045,244,200 P808,080,645 P3,941,921,897 716,040,863 329,203,337 553,392,618 254,688,027 2,708,335,765 1,233,586,132 24,580,818 25,895,705 159,578,629 98,744,462 189,895,734 81,296,106 369,936,302 87,928,781 146,140,202 392,309,722 676,661,839 271,561,404 1,340,532,965 2, 9, 17 (16,152,147) (8,157,737) (18,385,082) (3,131,592) 52,631,796 (23,832,807) 2, 8 (24,309,883) 4,312,140 (21,516,674) 3,854,770 28,798,989 30,687,210 2, 12 (28,622,024) (172,830) (25,371,444) (130,440) P (25,501,884) (1,888,221) (568,513) 2, 15, 20 GROSS PROFIT OTHER OPERATING INCOME, net OPERATING EXPENSES Selling Store operations General and administrative INCOME (LOSS) FROM OPERATIONS FINANCE COSTS, net INCOME (LOSS) BEFORE PROVISION FOR INCOME TAX PROVISION FOR INCOME TAX NET INCOME (LOSS) BEFORE OTHER OUTSIDE INTEREST OTHER OUTSIDE INTEREST NET INCOME (LOSS) FOR THE YEAR EARNINGS (LOSS) PER SHARE BASIC AND DILUTED 2, 16, 20 2, 15 7, 20 7, 18, 20 (28,794,854) 64,899,831 298,968,814 P 2, 19 (2,456,734) P (0.12) P (0.1 (See accompanying notes to consolidated financial statements) (0.01) PHILIPPINE SEVEN CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31,2005 AND 2004 Notes March 2005 March 2004 CASH FLOWS FROM OPERATING ACTIVITIES Income (loss) before provision for income tax P (24,309,883) P (21,516,674) Adjustments for: Depreciation and amortization 7, 15 32,833,496 27,161,044 Amortization of computer software 8, 15 746,865 647,241 Amortization of goodwill 8, 15 Loss on retirement of equipment and write off of leasehold improvements 16 4,720,330 136,418 Other outside interest Other outside interest’s share in net income (172,830) (130,440) Provision for doubtful accounts 15 Write-off of other assets Interest expense 17 8,954,462 4,111,535 Interest income 17 (796,725) (979,943) Operating income before working capital changes 21,975,715 9,429,181 Changes in working capital: Receivables 14,511,805 (71,658,655) Inventories 31,820,813 6,231,658 Prepayments and other current assets (12,086,311) (7,973,866) Trade accounts payable (98,722,137) 21,984,221 Accrued expenses 3,546,424 9,446,026 Other current liabilities 35,182,528 60,124,768 Cash generated from operations (3,771,163) 27,538,333 Income taxes paid (3,931,689) (3,330,801) (7,702,852) 24,252,532 Net cash from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Additions to property and equipment 7 (32,201,694) (86,451,105) Proceeds from sale of property and equipment Other assets (14,384,818) (2,564,880) Interest received 796,725 979,943 (45,789,787) (88,036,043) Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Net Proceeds from loans payable 6,500,000 14,845,236 Interest paid (8,954,462) (4,066,535) (2,454,462) 10,778,701 Net cash from financing activities NET INCREASE (DECREASE) IN CASH FOR THE YEAR (55,947,101) (53,004,810) CASH January 1 265,321,750 273,072,264 P 209,374,649 P 220,022,454 March 31 (See accompanying notes to consolidated financial statements) PHILIPPINE SEVEN CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2005 AND 2004 AND FOR EACH OF THE THREE MONTHS IN THE PERIOD ENDED MARCH 31, 2005 Note 1 - Organization and operations Philippine Seven Corporation (the “Parent Company”) was incorporated in the Philippines and registered with the Securities and Exchange Commission (SEC) on November 29, 1982. The Parent Company and its subsidiaries (the “Group”) are primarily engaged in the business of retailing, merchandising, buying, selling, marketing, importing, exporting, franchising, acquiring, holding, distributing, warehousing, trading, exchanging or otherwise dealing in all kinds of grocery items, dry goods, food or foodstuffs, beverages, drinks and all kinds of consumer needs or requirements and in connection therewith, operating or maintaining warehouses, storages, delivery vehicles and similar or incidental facilities. The Group is also engaged in the management, development, sale, exchange, and holding for investment or otherwise of real estate of all kinds, including buildings, houses apartments and other structures. The Parent Company is controlled by President Chain Store (Labuan) Holdings, Ltd. (an investment holding company incorporated in Malaysia) which owns 56.59% of the Parent Company’s outstanding shares. The remaining 43.41% of the shares are widely held. The ultimate parent of the Group is President Chain Store Corporation (PCSC) (incorporated in Taiwan, Republic of China). The Parent Company has its principal office at the 7th Floor, The Columbia Tower, Ortigas Avenue, Mandaluyong City. Including its subsidiaries, it has 1,000 and 989 regular employees as of March 31, 2005 and December 31,2004, respectively. Note 2 - Significant accounting policies The principal accounting policies and practices adopted by the Group in the preparation of the consolidated financial statements are set out below: Basis of preparation The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the Philippines (GAAP) under the historical cost convention. The preparation of the consolidated financial statements in conformity with generally accepted accounting principles in the Philippines requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management’s best knowledge of current events and actions, actual results may ultimately differ from those estimates. Basis of consolidation The consolidated financial statements include the accounts of Philippine Seven Corporation and the following subsidiaries: Convenience Distribution Inc. (CDI) Store Sites Holding, Inc. (SSHI) Country of incorporation Philippines Philippines Percentage of ownership (Common and Preferred) 100 40 Subsidiaries, which are those entities in which the Parent Company has an interest of more than one half of the voting rights or otherwise has power to govern the financial and operating policies through interlocking directorships such that substantial benefits from the subsidiaries’ activities flow to the Parent Company, are consolidated. SSHI is controlled by the Parent Company. The remaining 60% of the total shares is owned by Philippine Seven Corporation Employees Retirement Plan through its trustee, BPI-Asset Management and Trust Group (BPIAMTG). Intercompany transactions, balances and unrealized losses are eliminated unless cost cannot be recovered. Where necessary, accounting policies of subsidiaries have been changed to ensure consistency with the policies adopted by the Parent Company. Comparatives (2) Where necessary, comparative figures have been adjusted to conform with changes in presentation in the current year. New accounting standards effective in 2004 The Group adopted the following applicable Statements of Financial Accounting Standards/International Accounting Standards (SFAS/IAS) effective January 1, 2004. These new standards have been approved by the Accounting Standards Council (ASC) of the Philippines. • SFAS 12/IAS 12, Income Taxes, which prescribes the accounting treatment of income taxes and requires recognition of deferred tax liability for taxable temporary differences and deferred tax asset for deductible temporary differences if it is probable that a tax benefit will be realized. As required by the Standard, deferred income taxes were reclassified and presented as non-current assets in the consolidated balance sheets. • SFAS 17/IAS 17, Leases, which prescribes the accounting policies and disclosures to apply to finance and operating leases. Except for the reclassification of deferred income taxes as mentioned above, the adoption of the new standards did not result in restatements of prior years’ consolidated financial statements nor did it have a material impact on the consolidated financial statements. However, additional disclosures required by the new standards have been included in consolidated financial statements, where applicable. (3) New Accounting Standards effective in 2005 The ASC approved the issuance of new and revised accounting standards which are based on revised IAS and new International Financial Reporting Standards (IFRSs) issued by the International Accounting Standards Board (IASB). These new standards have been renamed Philippine Accounting Standards (PASs) to correspond to adopted IASs while the Philippine Financial Reporting Standards (PFRSs) correspond to adopted IFRSs. Other SFAS and SFAS/IAS not included in the enumeration below will be renamed PASs once the consequential amendments due to improvements project of the IASB/ASC are made. The new Standards are effective for annual periods beginning on or after January 1, 2005. The Group will adopt the following applicable revised and new accounting standards effective January 1, 2005: • • • • • • • • • • • • • • • • PAS 1 PAS 2 PAS 8 PAS 10 PAS 16 PAS 17 PAS 19 PAS 21 PAS 24 PAS 27 PAS 28 PAS 32 PAS 33 PAS 36 PAS 38 PAS 39 Presentation of Financial Statements Inventories Accounting Policies, Changes in Accounting Estimates and Errors Events after the Balance Sheet Date Property, Plant and Equipment Leases Employee Benefits The Effects of Changes in Foreign Exchange Rates Related Party Disclosures Consolidated and Separate Financial Statements Investments in Associates Financial Instruments: Disclosure and Presentation Earnings per Share Impairment of Assets Intangible Assets Financial Instruments: Recognition and Measurement (4) The impact of the adoption of PAS 21, 32, and 39 could not be reasonably estimated as of December 31, 2004. Except for PAS 19, 36 and 38, the adoption of the other PASs mentioned above is not expected to result in substantial changes to the Group’s accounting policies. In summary: • PAS 1 - requires presentation of other outside interest in the consolidated balance sheet within equity, separately from the Parent Company’s stockholders’ equity - requires that the criteria for classifying liabilities as current or non-current be based solely on the conditions existing at the balance sheet date; - prohibits the presentation of items of income and expenses as extraordinary items; and - requires disclosures of: (a) critical judgments made by management in applying the accounting policies; and (b) those assumptions made by management that are important in determining accounting estimates that could cause material adjustment to the carrying amounts of assets and liabilities. • PAS 2 - eliminates last-in first-out as a valuation method for inventories. • PAS 8 - generally requires a retrospective/retroactive application of voluntary changes in accounting policies and retrospective/retroactive restatement to correct all material prior period errors (previously referred to as fundamental errors). • PAS 10 - requires the disclosure of the date of the authorization for issue of the financial statements and also prescribes the accounting and disclosures related to adjusting and non-adjusting subsequent events. • PAS 16 - generally requires measurement of an item of property, plant and equipment acquired in exchange for a monetary or non-monetary asset at fair value. • PAS 17 - clarifies that land and building elements of a lease of land and building need to be considered separately. (5) • PAS 19 - covers a much broader scope and categorizes employee benefits as follows: (a) short-term employee benefits; (b) post-employment benefits; (c) other long-term benefits; and (d) termination benefits; and only allows Projected Unit Credit Method to measure retirement obligations and costs. - upon adoption of the standard in 2005 and as permitted by PFRS 1, any decrease in transitional retirement cost liability will be immediately recognized. The impact of this adjustment alone, without considering the other adjustments that may be necessary based on the entire PFRS 1, is to increase retained earnings by P16,972,984, reduce current liabilities by P24,960,271 and reduce deferred income tax assets by P7,987,287, with retroactive effect on the earliest year presented in the financial statements (Note 19). • PAS 21 - no longer permits capitalization of foreign exchange losses; upon adoption in 2005, any undepreciated capitalized foreign exchange losses will be adjusted against retained earnings and prior years’ consolidated financial statements presented will be accordingly restated. • PAS 24 - expands the definition of related parties and the disclosure requirement for related parties. In particular, the Standard requires disclosure of compensation of key management personnel by benefit type. • PAS 27 - provides that consolidation, if required, is done regardless of the nature of the entity. Thus, the requirement to consolidate controlled subsidiaries applies to parents that are venture capital organizations, mutual funds, unit trusts and similar entities; and - requires that investments in subsidiaries, jointly controlled entities and associates, when an entity elects to present separate financial statements, are to be accounted for at cost or in accordance with PAS 39. • PAS 28 - requires that when financial statements of an associate used in applying the equity method are prepared as of a reporting date that is different from that of the investor, the difference must not be greater than three months; and - provides exemptions from application of the equity method similar to those provided for certain parents not to prepare consolidated financial statements. These exemptions include when the investor is also a parent exempt in accordance with PAS 27 from preparing consolidated (6) financial statements, and when the investor, though not such a parent, can satisfy the same type of conditions that exempt such parents. • PAS 32 - covers the disclosure and presentation of all financial instruments. - requires more comprehensive disclosures about a company’s financial instruments, whether recognized or unrecognized in the financial statements. • PAS 33 - provides additional guidance and illustrative examples on complex matters related to earnings per share. • PAS 36 - requires annual impairment test for goodwill acquired in a business combination. • PAS 38 - removes the rebuttable presumption that intangible assets should have a maximum life of 20 years. The Standard requires that an intangible asset with a finite useful life be amortized on a systematic basis over its useful life. - requires that an intangible asset with an indefinite useful life not be amortized but tested for impairment annually, and whenever there is an indication that the intangible asset may be impaired. • PAS 39 - The requirements for presenting and disclosing information about financial instruments are set out in PAS 32. PAS 39, on the other hand, establishes principles for recognizing and measuring financial assets, financial liabilities and some contracts to buy or sell non-financial items. In particular, PAS 39 provides guidance on derecognition, when financial assets and financial liabilities may be measured at fair value, how to assess impairment, and how to determine fair value and hedge accounting. The adoption of PAS 39 will result in a change in the accounting policy relating to the classification of financial assets at fair value through profit or loss. PAS 39, however, does not require classification of financial assets at fair value through profit or loss of previously recognized financial assets. PAS 39 requires simultaneous adoption with PAS 32. (7) New Philippine Financial Reporting Standards (PFRS) PFRS 1 First-time Adoption of PFRS PFRS 1 applies when an entity adopts PFRS for the first time, by an explicit and unreserved statement of compliance with PFRSs. In general, PFRS 1 requires an entity adopting PFRS for the first time (a first-time adopter) to comply with each PFRS that has come into effect at the reporting date for its first PFRS financial statements. PRFS 1 requires that a first-time adopter prepare an opening PFRS balance sheet at the date of transition to PFRSs (the beginning of the earliest period for which it presents full comparative information under PFRS in its first PFRS financial statements). PFRS 1 grants limited exemptions from these requirements in specified areas where the cost of complying with them would likely exceed the benefits to users of financial statements. PFRS 1 also prohibits retrospective application of PFRSs in some areas, particularly where retrospective application would require judgments by management about past conditions after the outcome of a particular transaction is already known. Further, PFRS 1 requires disclosures that explain how the transition from previous GAAP to PFRSs affected the entity’s reported financial position, financial performance and cash flows. The impact of adoption of the Standard could not be reasonably estimated as of December 31, 2004. PFRS 2 Share-based Payment The PFRS requires an entity to recognize share-based payment transactions in its financial statements, including transactions with employees or other parties to be settled in cash, other assets, or equity instruments of the entity. In particular, PFRS 2 requires an entity to reflect in its profit or loss and financial position the effects of share-based payment transactions, including expenses associated with transactions in which share options are granted to employees. Based on current circumstances, the Group does not believe the effect of adoption of the Standard will be material. (8) PFRS 3 Business Combinations This PFRS: (a) requires all business combinations within its scope to be accounted for by applying the purchase method; (b) requires an acquirer to measure the cost of a business combination as the aggregate of: the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the acquirer, in exchange for control of the acquiree; plus any costs directly attributable to the combination; (c) requires an acquirer to recognize separately, at the acquisition date, the acquiree’s identifiable assets, liabilities and contingent liabilities subject to certain criteria, regardless of whether they had been previously recognized in the acquiree’s financial statements; (d) requires goodwill acquired in a business combination to be recognized by the acquirer as an asset from the acquisition date, initially measured as the excess of the cost of the business combination over the acquirer’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities recognized in accordance with (c) above; (e) prohibits the amortization of goodwill acquired in a business combination and instead requires the goodwill to be tested for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired, in accordance with PAS 36; (f) requires the acquirer to reassess the identification and measurement of the acquiree’s identifiable assets, liabilities and contingent liabilities and the measurement of the cost of the business combination if the acquirer’s interest in the net fair value of the items recognized in accordance with (d) above exceeds the cost of the combination. Any excess remaining after that reassessment must be recognized by the acquirer immediately in profit or loss. Generally, PFRS 3 shall apply to the accounting for business combinations for which the agreement date is on or after March 31, 2004. This PFRS shall also apply to the accounting for: (a) goodwill arising from a business combination for which the agreement date is on or after March 31, 2004; or (b) any excess of the acquirer’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities over the cost of a business combination for which the agreement date is on or after March 31, 2004. (9) The adoption of PFRS 3, PAS 36 and PAS 38 will result in a change in the accounting policy for goodwill. Until December 31, 2004, goodwill is: – Amortized on a straight-line basis over a period of 10 years; and – Assessed for an indication of impairment at each balance sheet date. In accordance with the provisions of PFRS 3: – The Group will cease amortization of goodwill from January 1, 2005; – Accumulated amortization as at December 31, 2004 amounting to P4,770,628 will be eliminated with a corresponding decrease in the cost of goodwill; – From the year ended December 31, 2005 onwards, goodwill is tested annually for impairment, as well as when there are indications of impairment. Cash and cash equivalents Cash and cash equivalents are carried in the consolidated balance sheet at cost. For the purpose of the cash flow statement, cash and cash equivalents consist of cash on hand, deposits held at call with banks and short-term highly liquid investments with original maturities of three months or less from the date of acquisition. Receivables Receivables are carried at anticipated net realizable value. A provision is made for doubtful accounts based on a review of all outstanding amounts at year-end and is based on an objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. Bad debts are written off against related provision during the period in which they are identified. Inventories Inventories are stated at the lower of cost or net realizable value. The Parent Company is using the retail method in measuring the cost of its store merchandise inventory. Under this method, cost is determined using the average gross profit and is reviewed on a regular basis to ensure that it approximates actual costs. Cost of warehouse merchandise is determined using the first-in first-out method. Allowance for slow-moving and obsolete inventories is set up if necessary, based on the review of inventory movement and the current condition of each inventory item. (10) Property and equipment Property and equipment, including leasehold improvements, are carried at cost less accumulated depreciation and amortization. Cost of capital projects in progress are accumulated in the accounts until these projects are completed upon which these are classified to the appropriate property accounts. Repairs and maintenance are charged to operations as incurred. The cost of major renovations is included in the carrying amount of the asset when it is probable that future economic benefits in excess of the originally assessed standard of performance of the existing asset will flow to the Group. Major renovations are depreciated over the remaining useful lives of the related assets. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are amortized over the estimated useful lives of the improvements or the term of the lease, whichever is shorter. The following are the estimated useful lives of these assets: Estimated useful life in years Type of asset Leasehold improvements Store furniture and equipment Buildings and improvements Office furniture and equipment Transportation equipment Computer equipment 3 to 15 5 to 10 10 to 12 3 to 5 3 to 5 3 When assets are sold or otherwise disposed of, its cost and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is credited or charged to operations. Software and program costs Software and program costs, which are not specifically identifiable and integral to a specific computer hardware, are shown as part of other assets. These are carried at cost, less amortization which is computed on a straight line method over their estimated useful lives of five years. (11) Impairment of assets Property and equipment and other non-current assets are reviewed for impairment losses whenever events or changes in the circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the carrying amount of the asset exceeds its recoverable amount which is the higher of an asset’s net selling price and value in use. For the purpose of assessing impairment, assets are grouped at the lowest level for which there are separately identifiable cash flows (cash generating unit). Deferred income tax Deferred income tax is provided in full, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements, carry forward of unused tax losses (net operating loss carryover or NOLCO) and unused tax credits (minimum corporate income tax or MCIT) to the extent that it is probable that future, taxable income will be available against which the temporary differences can be utilized. Currently enacted tax rates are used on the determination of deferred income tax. The Group reassesses at each balance sheet date the need to recognize a previously unrecognized deferred income tax asset. Goodwill Goodwill represents the excess of the cost of an acquisition over the fair value of the businesses acquired. Goodwill included in other assets is amortized on a straight-line basis over a period of ten years. Management determines the estimated useful life of goodwill by considering factors such as existing market share, potential growth and other factors inherent in the acquired product line. Dividends Dividends are recorded in the consolidated financial statements in the period in which they are approved and declared by SSHI’s Board of Directors. (12) Revenue and expense recognition Revenue from merchandise sold is recognized at the time the goods are delivered to and accepted by the customers. Commission on services is recognized upon the sale of consigned goods. Franchise income is recognized when earned. Rental income is recognized on a straight-line basis over the period of the lease. Other income is recognized when earned. Cost and expenses are charged to operations when incurred. Pension costs Pension costs are actuarially determined using the Projected Unit Credit (PUC) Method. This method reflects service rendered by employees to the date of valuation and incorporates assumptions concerning employees’ projected salaries. The unrecognized experience adjustments and past service costs are amortized over the expected average remaining working lives of the covered employees. Actuarial gains and losses arising from experience adjustments, changes in actuarial assumptions and amendments to pension plans are charged or credited to income over the average remaining service lives of the related employees. Related party transactions and relationships Related party relationships exist when one party has the ability to control, directly or indirectly through one or more intermediaries, the other party or exercise significant influence over the other party in making financial and operating decisions. Such relationships also exist between and/or among entities which are under common control with the reporting enterprise, or between and/or among the reporting enterprises and their key management personnel, directors, or its stockholders. Transactions between related parties are accounted for at arm’s length prices or on terms similar to those offered to non-related entities in an economically comparable market. (13) Foreign currency transactions and translations Items included in the consolidated financial statements of the Group are measured using the currency that best reflects the economic substance of the underlying events and circumstances relevant to the Group (“the functional currency”). The financial statements are presented in Philippine Peso, which is the functional currency of the Group. Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Outstanding foreign currency denominated monetary assets and liabilities are translated at the exchange rates prevailing at balance sheet dates. Foreign exchange gains or losses resulting from the settlement of such transactions and from the translation of outstanding foreign currency denominated monetary assets and liabilities are credited or charged to operations. Leases Leases where a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to the income statement on a straight-line basis over the period of the lease. Contingent rents, including those based on a percentage of net sales, are recognized once the contingency is resolved. Provisions Provisions are recognized when the Group has a present legal obligation or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and reliable estimate of the amount can be made. Basic earnings per share Basic earnings per share is calculated by dividing the net income or loss for the year attributable to common shareholders by the weighted average number of shares outstanding during the year, excluding treasury shares. Diluted earnings per share is calculated by dividing the net income or loss attributable to common shareholders by the weighted average number of shares outstanding, excluding treasury shares and adjusted for the effects of all dilutive potential common shares, if any. In both cases, the effect of stock dividends, if any, is retroactively accounted for. (14) Treasury stock Treasury stock is stated at acquisition cost. Note 3 - Receivables Receivables consist of: March 2005 Dec 2004 Notes Receivables from suppliers Receivables from employees Notes receivable Receivables on subleased spaces Insurance Receivable from PCSC Others Less - allowance for doubtful accounts 9 20g 20e P 80,310,987 P 97,746,284 5.2 5,551,202 2,600,000 4,800,000 3,402,336 3,377,882 1,377,519 1,325,929 7,605,102 2,229,030 100,518,522 115,030,327 7,616,341 7,616,341 P 92,902,181 P107,413,896 Note 4 - Inventories Inventories consist of: Store merchandise Warehouse merchandise and others March 2005 P138,158,369 133,220,763 P271,379,132 Dec 2004 P167,005,532 136,194,413 P303,199,945 (15) Note 5 - Prepayments and other current assets Prepayments and other current assets consist of: March 2005 Dec 2004 P 10,832,252 9,234,763 5,004,231 1,981,123 367,696 17,004,823 P 44,424,888 P 15,349,889 8,798,574 4,868,548 1,725,454 367,696 1,228,417 P 32,338,578 Rent Creditable withholding taxes Advances for expenses Supplies Insurance Others Note 6 - Deferred income tax assets and liabilities; provision for income tax The components of deferred income tax assets (liabilities) follow: Minimum corporate income tax (MCIT) Net operating loss carry over (NOLCO) Accrued pension cost Allowance for doubtful accounts Unamortized past service cost Advance rental Unamortized capitalized interest Unrealized foreign exchange gain March 2005 Dec 2004 P 56,591,129 P 60,522,817 12,212,598 12,212,598 11,304,629 11,304,629 2,437,229 2,437,229 1,594,727 1,594,727 48,032 48,032 (3,200,491) (3,200,491) (218) (218) P 80,987,635 P 84,919,323 (16) The Parent Company and CDI’s available NOLCO at December 31which can be carried over as a deduction from gross income for the three succeeding taxable years immediately following the year of such loss are as follows: Taxable year Expiration year 2004 2003 Parent 2001 2002 2004 2005 2003 2006 2007 P 37,676,181 P41,635,003 37,676,181 CDI 173,301 173,301 314,887 - 2004 P38,164,369 P79,484,485 In 2004, the Parent Company utilized in part its NOLCO from 2001 amounting to P28,376,970. No deferred income tax asset is recognized for the Parent Company’s remaining NOLCO from 2001 amounting to P13,258,033 which has already expired. Realization of the future tax benefits related to the deferred income tax assets is dependent on many factors, including the Group’s ability to generate future taxable income within which the deferred income tax assets and liabilities are expected to be recovered or settled. The Group has considered these factors in assessing the portion of the deferred income tax assets which is likely to be realized and therefore recorded. Note 7 - Property and equipment Details of property and equipment at March 31 consist of: Leasehold Improvements Land Transportation Equipment Office Furniture and Equipment Buildings and Improvements Store Furniture and Equipment Computer Equipment Construction In Progress Total COST JAN 01, 2005 39,866,864 374,702,787 348,873,835 110,413,634 142,944,090 11,511,516 58,486,830 1,020,000 ADDITIONS - 5,269,131 23,132,867 - 2,672,213 - 2,044,819 (913,300) 32,205,730 DISPOSALS - (5,644,310) (2,591,393) - (1,053,625) - (89,109) - (9,378,436) RECLASSIFICATION MARCH 31, 2005 1,087,819,556 - - - - - - (2,018) - (2,018) 39,866,864 374,327,609 369,415,309 110,413,634 144,562,677 11,511,516 60,440,523 106,700 1,110,644,832 450,441,751 ACCUMULATED DEPRECIATION JAN 01, 2005 - 101,815,344 189,719,325 35,140,876 83,107,735 9,366,307 31,292,164 - DEPRECIATION - 14,450,449 9,072,344 1,240,625 4,153,218 261,879 3,654,981 - 32,833,496 DISPOSALS - (2,613,816) (1,409,973) - (583,362) - (50,955) - (4,658,106) (17) RECLASSIFICATION - - (441) - 441 - 2,018 - 2,018 MARCH 31, 2005 - 113,651,976 197,381,255 36,381,501 86,678,031 9,628,186 34,898,208 - 478,619,158 MAR. 31, 2005 39,866,864 260,675,632 172,034,055 74,032,133 57,884,646 1,883,330 25,542,314 106,700 632,025,674 DEC. 31, 2004 39,866,864 272,887,443 159,154,510 75,272,758 59,836,355 2,145,209 27,194,666 1,020,000 637,377,805 NET BOOK VALUE Depreciation and amortization charged to operations and to franchise follows: Selling General and administrative Franchise For the three months ended March 2005 March 2004 P 25,636,923 P 20,368,039 P 91,799,291 6,558,762 637,811 P 32,833,496 25,165,833 1,643,473 P118,608,597 6,476,331 116,058 Dec 2004 P 26,960,428 Note 8 - Other assets, net Other assets, net consist of: March 2005 Dec 2004 P 65,408,264 P65,408,264 99,083,872 21,672,970 10,885,174 13,288,602 3,717,832 7,076,438 P221,133,152 78,587,421 21,066,787 14,170,930 13,288,602 4,464,697 6,576,811 P203,563,512 Note 2 Goodwill, net of amortization of P4,770,628 Deposits Rental Utilities Suppliers Notes receivable Computer software, net Investments, telephone rights and other assets 21f Last March 22, 2004, the Parent Company purchased the leasehold rights and store assets of Jollimart Philippines Corporation for a total consideration of P130 million. The excess of the acquisition cost over the fair value of the assets acquired was recorded as goodwill. Notes receivable pertains to the long-term portion of a secured, interest-bearing receivable from an armored car service provider for stolen collections (Note 3). (18) Computer software, net at March 31,2005 consist of: Cost January 1, 2005 Additions March 31, 2005 Accumulated amortization January 1, 2004 Amortization for the 1st Qtr March 31, 2005 Net carrying values March 31, 2005 December 31, 2004 P16,780,037 16,780,037 12,315,340 746,865 13,062,205 P 3,717,832 4,464,697 Note 9 - Loans payable Current loans payable represent short-term borrowings from various local banks, payable in lump sum in 2005 with annual interest rates ranging from 8.3% to 9.5% (2003 - 8.4%). The maturity and the effective interest rates of the non-current loans payable are as follows: Effective interest rate 11.7% Between 1 and 2 years Between 2 and 3 years 10.5% to 11% March 2005 P 32,500,000 Dec 2004 P 32,500,000 93,000,000 93,000,000 P125,500,000 P125,500,000 The non-current loans payable are unsecured except for the P56 million loan guaranteed by the Parent Company’s ultimate parent company, PCSC in Taiwan. (19) The Parent Company has the following undrawn borrowing facilities from local banks: March 2005 Short-term loan facilities P 55,000,000 20,000,000 Dec 2004 P 55,000,000 10,000,000 Mar 2005 Dec 2004 P 34,952,785 15,002,103 9,427,013 12,046,173 2,173,906 2,840,332 2,017,733 1,737,757 1,348,531 12,874,490 P 94,420,823 P 36,436,409 14,398,643 9,423,028 7,298,493 3,743,330 2,836,944 1,817,351 1,737,757 1,291,616 8,184,991 P 90,874,399 Long-term loan facilities Note 10 - Accrued expenses Accrued expenses consist of: Note Pension Marketing Utilities Employee benefits Security services Interest and bank charges Preventive maintenance Rentals Legal costs and employees’ council Others 18 (20) Note 11 - Other current liabilities Other current liabilities consist of: March 2005 Dec 2004 Notes Deposits payable Non-trade accounts payable Withholding taxes payable Royalty payable Payable to PCSC Retention payable Output VAT Dividends payable Advance lease rentals Payable to franchisees, net Others 20a 20b 20g 20c P38,210,616 57,408,640 12,426,206 2,418,950 898,084 172,830 537,999 5,940,105 P118,013,430 P36,081,319 18,048,708 9,562,386 5,899,610 2,001,434 574,560 150,100 10,512,785 P82,830,902 Note 12 - Other outside interest Other interest represents the share of Philippine Seven Corporation - Employees Retirement Plan (PSC - ERP) through its trustee, BPI-Asset Management and Trust Group, in SSHI’s net assets pertaining to preferred shares. PSC - ERP is entitled to an annual “Guaranteed Preferred Dividend” in the earnings of SSHI starting April 5, 2002, the date when the 25% of the subscription on preferred shares have been paid, in accordance with the Corporation Code. The guaranteed annual dividends shall be calculated and paid in accordance with the Shareholder’s Agreement dated November 16, 2000 which provides that the dividend shall be determined by the Board of Directors of SSHI using the prevailing market conditions and other relevant factors. (21) Note 13 - Capital stock; additional paid-in capital Details of issued and outstanding capital stock at December 31, 2004 and 2003 follow: No. of Shares Amount Authorized - P1 par value 400,000,000 P400,000,000 Issued 237,938,250 686,250 P237,938,250 2,923,246 Less - treasury stock 237,252,000 Issued and outstanding P237,252,000 The retained earnings is restricted for dividend declaration in the amount of P2,923,246, representing the cost of shares held in treasury. On January 9, 1998, the SEC approved the registration of the following: a. The 237,938,250 common shares which consist of: No. of shares Outstanding common shares (include underlying shares for the 122,882 warrant units) Initial public offering 166,556,250 47,000,000 24,382,000 Private placement 237,938,250 On February 4, 1998, the Parent Company offered for sale 71,382,000 common shares, consisting of 47,000,000 shares for public offering and 24,382,000 shares for private placement both at an offer price of P4.40 per share. Net proceeds generated from the offering amounted to about P288.3 million. The excess of cost of common shares over the net proceeds amounting to P216.9 million was credited to “additional paid-in capital”. (22) b. The 122,882 units 5-year warrants with attached 4% perpetual income bonds. On June 13, 2000, the Board of Directors approved a resolution authorizing the issuance of the Parent Company’s shares (“Optional Shares”) for the exercise of the 122,882 warrants with attached 4% perpetual income bonds consisting of 18,432,300 common shares to be taken from unissued portion of the authorized capital stock and 12,288,200 treasury shares or a total of 30,720,500 shares pursuant to their registration with the SEC. Moreover, upon the actual exercise of the warrants and purchase of the Optional Shares, the Parent Company was authorized to list the 30,720,500 shares with the Philippine Stock Exchange (PSE). During the period of September 15 to 25, 2000, all of the Parent Company’s warrants were exercised and the corresponding shares of 30,720,500 were issued at a price of P1.732 per share resulting in an additional paid-in capital of P13,492,444. The excess of cost over re-issue price of treasury shares amounting to P27,902,091 is presented as deduction against additional paid-in capital in the statements of changes in stockholders’ equity. Consequently, on September 28, 2000, the Parent Company listed the 30,720,500 with the PSE and delisted the corresponding 122,882 warrants. On November 16, 2000, a total of 162,520,072 shares were tendered by the Parent Company’s shareholders to PCSC of which 119,575,008 shares were purchased by its assignee, President Chain Store (Labuan) Holdings, Ltd., a wholly-owned investment holding company of PCSC incorporated in Malaysia, at the price of P8.30 per share. Note 14 - Employee stock purchase plan The Parent Company has an Employee Stock Purchase Plan (ESPP) which allows all full-time and regular employees, who have rendered at least two years of service to the Parent Company as of December 31, 1996, to purchase the Parent Company’s shares in the offering at a purchase price of P4.40 per share. Each eligible employee can purchase a minimum of 1,000 shares and a maximum number of shares with a purchase price equivalent to 1 ½ months basic salary or, in the case of a manager, up to 3 months basic salary. On the stock purchase date, the Parent Company granted interest-free loans to the participants equivalent to the purchase price of the stock. The loans are collectible over a period of 24 months and are secured by the purchased shares pledged in favor of the Parent Company. (23) Under the provisions of the ESPP, the Parent Company has the right to vote the pledged shares until full payment of the loan and the participants have the right to receive all cash dividends, but stock dividends shall be held in escrow until full payment of the loan. In 1998, 997,000 shares were subscribed by the employees under the ESPP and the unsold shares were taken by the lead underwriter as part of the offering to the public. In 2001, 686,250 shares were withdrawn by the employees and returned to the Parent Company and accounted for as treasury shares. Note 15 - Cost of merchandise sold and operating expenses Details of cost of merchandise sold and operating expenses follow: Notes Cost of merchandise sold Changes in inventories Operating expenses Salaries and allowances Communications, light and water Rental Outside services Depreciation and amortization Supplies Inventory variation and bad merchandise Taxes and licenses Royalties Repairs and maintenance Employee benefits SSS, Medicare and Pag-ibig contributions Transportation and travel Bank charges Insurance Amortization of goodwill Meals Representation and entertainment Health insurance Amortization of computer software For the three months ended March 2005 March 2004 P 716,040,863 21b, 21f 2, 8 2 21a 2 2, 9 P 553,392,618 Dec 2004 P2,708,335,765 73,426,389 74,820,914 61,246,665 48,058,811 267,067,405 238,537,894 66,075,013 5,033,729 32,195,685 12,268,122 50,784,735 4,127,495 26,844,370 9,440,420 235,770,019 123,388,609 116,965,124 49,620,514 9,232,673 10,378,120 11,166,066 7,684,243 6,063,304 12,371,398 16,287,208 8,376,983 7,298,962 7,119,312 46,257,278 42,213,867 40,136,325 31,041,100 20,750,083 5,186,371 2,324,254 1,910,274 781,213 1,076,310 846,593 970,713 4,388,522 1,453,643 758,825 452,436 1,100,781 810,316 779,678 19,186,455 7,273,626 6,496,189 4,937,192 4,770,628 3,921,104 3,801,443 3,204,990 723,316 2,932,501 746,845 (24) 2, 9 Dues and subscription Pension costs Fringe benefits Provisions for doubtful accounts Others Total Operating Expenses Grand Total 2, 19 2 21d 644,531 101,325 47,003,595 369,936,302 P1,085,977,165 410,035 36,134,903 298,968,814 P 852,361,431 2,240,629 3,065,616 204,484 66,749,890 1,340,532,965 P4,048,868,730 (25) Note 16 - Other operating income, net Details of other operating income (costs) follow: For the three months ended Notes Mar 2005 Mar 2004 Dec 2004 2, 21e Commission on services P 10,140,97 Rental income on subleased spaces Franchise fee, net Loss on retirement of equipment and write off of leasehold improvements Dividend income Others P 10,867,68 P 43,575,945 8,192,453 3,691,754 6,255,89 2,164,26 27,159,424 20,454,500 (4,718,313 7,273,953 P24,580,818 (149,23 (14,935,10 83,323,86 P159,578,629 2, 21g 2, 21c, 21d 8 6,757,09 P 25,895,70 Other income mainly consists of actual promotional discounts and display allowances granted by suppliers, and income from exclusivity agreements with the latter. Note 17 - Finance Costs, net Details of finance Costs,net follows: Mar 2005 Mar 2004 Dec 2004 Notes Interest expense Interest income 2, 10 2 P(8,954,462) P(4,111,535) 796,725 979,943 P (8,157,737) P (3,131,592) P(26,289,819) 2,457,012 P 23,832,807 (26) Note 18 - Pension plan The Parent Company and CDI maintain a trusteed, non-contributory retirement plan covering all their regular and full-time employees. Under the plan, the normal retirement age is 60 years old. Normal retirement benefit is equivalent to 15 times the final daily salary, cash equivalent of 5 days and 1/12 of 13th month pay per year of credited service paid in lump-sum. An employee who has reached the age of 50 and has at least 5 years of credited service may retire with the Parent Company and CDI’s approval and be entitled to reduced benefits in accordance with the provisions of the plan. The latest actuarial valuation as of December 31, 2004 was obtained from an independent actuary using the “projected unit credit” (PUC) method. Under the PUC cost method, the annual normal cost for an individual member is determined as the amount necessary to provide for the portion of the retirement benefit accruing during the year. The principal actuarial assumptions used to determine retirement benefits were a salary increase rate of 7% (2003 and prior years – 10%) and a return on plan assets of 10.4%. Valuation is made every year to update the plan costs and adjust the amounts of contributions. Based on the latest actuarial valuations as of December 31, 2004, the actuarial value of plan assets amounted to P10,478,737 while the estimated actuarial accrued liability was P12,878,239. The actuarial gain, resulting from change in actuarial assumption for salary increase rate, amounting to P24,960,271 is amortized over the average remaining working lives of the employees in accordance with SFAS 24 - Retirement Benefits Costs. Pension costs charged to operating expenses amounted to P NIL,(2004 – P3,065,616) Note 19 - Earnings (loss) per share Earnings (loss) per share is computed as follows: Note Mar 2005 Mar 2004 Dec 2004 Net income (loss) for the year available to common shares Average number of common shares Per share P (28,794,854) P (25,501,884P (2,456,734) 14 237,252,000 P (0.12) 237,252,000 237,252,000 P (0.11) P (0.01) (27) There are no dilutive potential common shares, therefore, the amounts reported for basic and diluted earnings (loss) per share are the same. Note 20 - Related party transactions; agreements In the normal course of business, the Parent Company transacts with companies which are considered related parties under SFAS No. 24/IAS 24 “Related Party Disclosures”. Transactions with related parties are consummated at competitive market rates as though the parties are unrelated. Settlement of outstanding related party receivables and payables is generally made within 20 days from date of each transaction. Agreements The Parent Company and its subsidiaries are parties to the following agreements: Related parties a. Parent Company’s licensing agreement with Seven Eleven Inc. (SEI), a related company organized in Texas, U.S.A., which grants the Parent Company the exclusive right to use the 7-Eleven System in the Philippines. In accordance with the agreement, the Parent Company pays, among others, royalty fee to SEI based on a certain percentage of monthly gross sales net of gross receipts tax (Note 16). b. Rental of post-mix machines from PCSC whereby the Parent Company pays the latter 1% of sales (as defined in the agreement) from the said machines in 2002 and 5% thereafter from January 1, 2003. Payments shall be made quarterly before the 20th day of January, April, July and October. Total related rent expense for the three months ended March 31, 2005 and March 31, 2004 amounted to P2,178,375 and P 1,451,408, respectively. Third parties c. Parent Company’s various store franchise agreements with third parties for the operation of certain stores including lease of the store and equipment operated in a manner which will enhance the 7-Eleven Image and pursuant to the 7-Eleven System provided for in item (a) above. In consideration thereof, a franchise fee agreed upon by the parties shall be paid to the Parent Company. (28) d. Parent Company’s service management agreements with third parties for the management and operation of certain stores. In consideration thereof, the store operator is entitled to a management fee based on a certain percentage of the store’s gross profit and operating expenses as stipulated in the service management agreement. e. Parent Company’s agreement with its phonecards suppliers effective January 1, 2000. Under the arrangement, the Parent Company earns commission as the consignee of the phonecard items based on a certain percentage of phonecard sales. f. Parent Company’s various lease agreements with third parties relating to its store operations. Certain agreements provide for the payment of rental expense based on various schemes such as an agreed percentage of net sales for the month and fixed monthly rate. CDI leases the warehouse premises it presently occupies for a period of five years commencing on December 1, 2000 and expiring on November 30, 2005. Under the terms of the covering lease agreements, the Parent Company and CDI are required to make advance deposits which are shown as part of “other assets, net” in the consolidated balance sheets. Rental expense for the three months ended March 31,2005, 2004 and year ended December 31, 2004 under the above leases amounted to P 63,896,638, P 49,333,327 and P217,620,217, respectively. The future annual minimum rental commitments are as follows: Not later than 1 year Later than 1 year but not later than 5 years Later than five years P234,817,978 915,676,261 286,474,774 g. Parent Company’s various sublease agreements with third parties which provide for lease rentals based on an agreed fixed monthly rate or as agreed upon by the parties. (29) Note 21 - Contingencies The Group is a defendant/respondent to various legal cases and assessments that are either pending in courts or under protest, the outcomes of which are not presently determinable. Management and its legal counsel believe that the liability, if any, that may result from the outcome of these cases and investigation will not materially affect their financial position or results of operations. (30) PHILIPPINE SEVEN CORPORATION SCHEDULE A: PROPERTY PLANT & EQUIPMENT - COST AS OF MARCH 31, 2005 JAN. 1,2005 Land ADDITTIONS DISPOSALS RECLASSIFICATION MARCH 31,2005 39,866,864 - - - 39,866,864 Leasehold Improvements Store Furniture and Equipment 374,702,787 5,269,131 (5,644,310) - 374,327,609 348,873,835 23,132,867 (2,591,393) - 369,415,309 Buildings and Improvements Office furniture and Equipments 110,413,634 - - - 110,413,634 142,944,090 2,672,213 (1,053,625) - 144,562,677 Transportation Equipment 11,511,516 - - - 11,511,516 Computer Equipment 58,486,830 2,044,819 (89,109) (2,017.68) 60,440,523 1,020,000 (913,300) - - 106,700 1,087,819,556 32,205,730 (9,378,436) (2,017.68) 1,110,644,832 Construction In Progress Total PHILIPPINE SEVEN CORPORATION SCHEDULE B: PROPERTY PLANT & EQUIPMENT - ACC. DEPRECIATION AS OF MARCH 31, 2005 JAN. 1,2005 Land Leasehold Improvements Store Furniture and Equipment Buildings and Improvements Office furniture and Equipments Transportation Equipment Computer Equipment Construction In Progress Total DEPRECIATION DISPOSALS RECLASSIFICATION MARCH 31,2005 - - - - - 101,815,344 14,450,449 (2,613,816) - 113,651,976 189,719,325 9,072,344 (1,409,973) (441) 197,381,255 35,140,876 1,240,625 - - 36,381,501 83,107,735 4,153,218 (583,362) 441 86,678,031 9,366,307 261,879 - - 9,628,186 31,292,164 3,654,981 (50,955) 2,018 34,898,208 - - - - - 450,441,751 32,833,496 (4,658,106) 2,018 478,619,158 (2) PHILIPPINE SEVEN CORPORATION SCHEDULE C: RECEIVABLES AS OF MARCH 31,2005 Name and Designation of Debtor Receivable from Suppliers Balance December 31,2004 (Audited) Deduction (amounts collected) Addition Balance March 31, 2004 (Unaudited) 97,746,284 171,203,120 188,638,417 80,310,987 Receivable from Employees 5,551,202 1,868,166 2,196,790 5,222,578 Receivable from subleased 3,377,882 8,240,120 8,215,665 3,402,336 - - - - Notes Receivable 4,800,000 - 2,200,000 2,600,000 Insurance 1,325,929 90,910 39,320 1,377,519 - - - - 2,229,030 188,593,749 183,217,677 7,605,102 115,030,327 369,996,065 384,507,869 100,518,523 Receivable from PCSC Due from franchisee, net Others Less - allowance for doubtful accounts TOTAL 7,616,341 - - 7,616,341 107,413,986 369,996,065 384,507,869 92,902,182 PHILIPPINE SEVEN CORPORATION SCHEDULE D: OTHER ASSETS AS OF MARCH 31,2005 Other Assets Balance as of December 2004 Charged to cost and Expenses Additions Refundable Deposit 78,587,421 21,071,781 Utilities 21,066,786 Charged to Other Accounts Other changes additions (deductions) Balance as of March 2004 575,330 - - 99,083,872 606,184 - - - 21,672,970 Suppliers 14,170,931 55,542,365 58,828,122 - - 10,885,174 Notes Receivable 13,288,602 - - - - 13,288,602 4,464,697 - 746,865 - - 3,717,832 6,576,811 499,626 - - - 7,076,437 65,408,264 - - - - 65,408,264 203,563,512 77,719,956 60,150,317 - - 221,133,152 Computer software,net Investment, telephone rights and other assets Others Total PHILIPPINE SEVEN CORPORATION SCHEDULE E: RECEIVABLE FROM SUPPLIER AS OF MARCH 31,2005 PAYEE 31.9 F. AIRCONDITIONING March 1 - 90 91 - 180 181 360 OVER 360 Balance DAYS DAYS DAYS DAYS TOTAL 668 - 668 668 4NM ENTERPRISES - - - - A TUNG CHINGCO - - - - 5,139 - 5,139 5,139 ABS-CBN PUBLISHING INC. - - - - ABSOLUTE SALES CORPORATION - - - - ACS MANUFACTURING CORPORATION - - - - ADP Industries Corporation - - - - 2,179 - 2,179 2,179 2,416,745 - 2,416,745 2,416,745 - - - - 1,000 - 1,000 1,000 - - - - 11,342 11,342 3,131 - 3,131 3,131 Andresons International (71,200) - (71,200) (71,200) Arlees Bread House Inc. 12,300 - 12,300 12,300 ARMIS CAKES & PASTRIES 19,618 - 19,618 19,618 Arnotts Phils. Inc. - - - - ASB Industrial Sales - - - - 118,480 - 118,480 118,480 - - - - 1,500 - 1,500 1,500 (50,000) - (50,000) (50,000) AVRAM PUBLICATIONS & DISTRIBUTION, INC. 29,705 - 29,705 29,705 AZITSOROG 88,973 - 88,973 88,973 BASIC DISTRIBUTORS, INC. 71,309 - 71,309 71,309 Beauty Lines Trading International (1,256) - (1,256) (1,256) ABENSON SALES CORPORATION ADROIT MARKETING ADVANTAGE PRODUCTS CORP. Algo Enterprises Inc. ALL OVER CORPORATION Alternative Beverages Distribution Corporation Amazing Twosome AMERICAN GROCERS CORPORATION ASIA BREWERY INC., BUDWEISER Asia/Pacific Circulation Exponents Inc. ASIAN IMEX ENTERPRISES Asset Marketing Corporation 11,342 (2) BEEHIVE GENERAL MERCHANDISE 1,933 - 1,933 1,933 - - - - 16,600 - 16,600 16,600 418 11 - 418 3,274 - 3,274 3,274 65,146 - 65,146 65,146 - - - - 20,000 - 20,000 20,000 (300,000) - (300,000) (300,000) 61,563 - 61,563 61,563 5,200 - 5,200 5,200 BOON ENTERPRISES CO. 533 - 533 533 BRAND-AID 961 Beljar Traders Inc. Belman Laboratories Inc. BENBY ENTERPRISES BESUTO FOOD CORPORATION BIG "E" FOOD PRODUCTS BIZ ASIA TRADING INC Blue Lanes Trading Body Needs & Basics Inc. BONHEUR MARKETING CORPORATION BON'S VARIETY PRODUCTS BREAD CONNECTION, INC. 407 961 58,197 - - - British American Tobacco 20,100 BUSINESS PEOPLE, INC. 961 58,197 58,197 - - - 20,100 20,100 51,881 - 51,881 51,881 570 - - 570 California Manufacturing Company Lipton - - - - Camellia Food Manufacturing - - - - Canasia Traders, Inc. - - - - 65 - 65 65 18,162 45,930 217,026 217,026 BREWMASTER INT'L CALBAYOG REALTY CARLO PUBLISHING HOUSE INC. CDO Foodsphere Inc. CENTENNIAL GAMING CORP. 45,930 - 570 27,768 217,026 - Conveniece Distribution Inc. - - Century Canning Corporation - - - - 1,283 - 1,283 1,283 Charyn Food Manufacturing Corp. - - - - Cherry Hills Food Company - - - - 1,020 836.00 29,000 - 29,000 29,000 3,000 - 3,000 3,000 11,057 - 11,057 11,057 CHAMIAN COMMERCIAL CITIBANK Classic Red Enterprise Classic Umbrella Industries Inc C-LITE TRADING AND MFG. - - 184.03 1,020 (3) Coca Cola Bottlers Phils. Inc. 1,660,315 - 1,660,315 1,660,315 Colgate Palmolive Phils. Inc. - - - - Columbia International Food Products Inc. - - - - 2,393 - 2,393 2,393 Comark International Corp. - - - - Commonwealth Food Inc. - - - - Consolidated Dairy & Frozen Food Corp. - - - - 65,000 - 65,000 65,000 COOL ICE TRADING - - - - Colgate Palmolive Phils. Inc. - - - - 169,382 - 169,382 169,382 168 - 168 168 - - - - 22,471 - 22,471 22,471 - - - - 5,208 - 5,208 5,208 Columbus Seafoods Corporation Convoy Marketing Corporation COSMOS BOTTLING CORPORATION CPR MARKETING, INC. Creative Bakers Company Inc. CREATIVE SOURCE, INC. Croley Food Manufacturing Corporation CROLEY FOOD MFG. CUISON BUILDERS DALE STARR ENTERPRISES 19,348 - 8,958 - - 139,723 20,478 50,000 Detpak Packaging philippines Inc. 10,390 19,348 - - - 139,723 - 50,000 50,000 - - - - DIAGEM PACKAGING SYSTEM - - - - Diageo Philippines Inc. - - - - 5,239 - 5,239 5,239 761 - 761 761 26,333 - 26,333 26,333 DSS TRADING - - - - Durex International Marketing Inc.. - - - - EAC MARKETING SERVICES 606 - 606 606 East Valley Enterprises, Inc. - - - - 24,678 - 24,678 24,678 ECCO FOOD CORPORATION - - - - ED-LUS GEN MERCHANDISE 42,703 - 42,703 42,703 Del Monte Philippines Inc. Dental - B DKT INTERNATIONAL, INC. Dole Philippines Inc. DPL MERCHANDISING EASTERN TELECOM PHILS. 119,245 (4) EMERALD HEADWAY DISTRIBUTORS, INC. 12,580 - 12,580 12,580 - - - - 5,885 132 - 5,885 80,203 - 80,203 80,203 4,597 - 4,597 4,597 - - - - 50,000 - 50,000 50,000 4,017 - 4,017 4,017 Filstar Distribution Corporation - - - - FIRST CHOICE FOOD CORPORATION - - - - 10,000 - 10,000 10,000 FIRST SHERIDAN CORP. 210 - 210 210 FITRITE INCORPORATED 114 - 114 114 2,000 - 2,000 2,000 FOOD FABRICATORS INC. - - - - FOODSERIES - - - - 9,217 - 9,217 9,217 Foxhound Trading - - - - FRAMARON (H. RAMOS) - - - - Fry & pop food Inc. - - - - Future Trade Intl. Inc. - - - - 3,456 - 3,456 3,456 300,000 - 300,000 300,000 - - - - 13,791,636 4,634,348 3,124,351 13,791,636 108,913 - 108,913 108,913 - - - - 13,313 - 13,313 13,313 - - - - GETZ BROS. PHILIPPINES INC. 2,927 - 2,927 2,927 GILBERT EMERSON MARKETING CORP. 1,350 - 1,350 1,350 247,500 - 247,500 247,500 208 - 208 208 EMERGING CHANNELS INC. ENAV LOGISTICS EPOCH TROPICAL FRUITS CORP. EVEREADY BATTERY CO. PHILS., INC. Federated Distributors Inc. Felcro FILIA FOODS INC., First Enterprises FIVE BEARS CORP. FOODWORLD MFG. CORP. GALLERY MARKETING CORPORATION Gandour Gardenia Bakeries Phils. Gate Distribution Enterprise Inc. GDM INTERNAT'L & GOLDEN RICH General Milling Corporation GENIE FOOD CORP. Geo Foods Corporation GLOBE TELECOM GMAT CREDIT COOPERATIVE 5,753 6,032,632 305 (5) GNP Trading Corporation - - - - 326 - 326 326 GOLDEN LOAF INC. 4,962 - 4,962 4,962 GOMICO TRADING 6,330 - 6,330 6,330 57,307 - 57,307 57,307 - - - - 1,000 - 1,000 1,000 Grand Dragon Enterprises - - - - Green Cross Incorporated - - - - 6,255 - 6,255 6,255 H & Y MKTG. PHIL. INC. 69,370 - 69,370 69,370 HAITSAN COMMERCIAL 30,042 - 30,042 30,042 310,443 - 310,443 310,443 - - - - 167,199 - 167,199 167,199 - - 60,185 - 60,185 60,185 - - - - 31,798 - 31,798 31,798 INTERTRADE REALTY & DEV. CORP. 1,968 - 1,968 1,968 JACKPOT PUBLICATION 3,746 - 3,746 3,746 334,812 - 334,812 334,812 JAKA DIST. INC. 0 - - - JANISSA BUSINESS VENTURES - - - - JDH-Kraft Foods Inc. - - - - 14,188 - - 14,188 Johnson & Johnson Philippines Inc. - - - - JOLLYANT - - - - JO-NAS INT'L PHIL. 35,406 - 35,406 35,406 JPLIM DESIGN AND CRAFTS 98,898 - 98,898 98,898 - - - - 338 - 338 338 14,362 - 14,362 14,362 GOLD FISH RESOURCES INC. GOODWAY INTERNATIONAL TRADING CORP. GRAND CLASSIC GRAND CLASSIC CORPORATION GYMBOREE MARKETING INT'L, INC. HEARTY PLUS ENTERPRISES HIDDEN SPRING HONAI FOODS HONDA CARS HOPE SUPER STATIONERY Ideal Macaroni & Spaghetti Factory IMGAME JAID ENTERPRISES JERON TRAVEL JT International Philippines Inc. KAT TRADING CORPORATION KEANSBURG MARKETING 14,188 (6) KIMBERLY CLARK PHILS. 26,489 - KIMSON METAL INDUSTRIES 11,389 - - 26,489 26,489 - 11,389 - - - 17,663 - 17,663 17,663 5,000 - 5,000 5,000 - - - - 16,023 - 16,023 16,023 4,805 - 4,805 4,805 11,411 - 11,411 11,411 - - - - 25,000 - 25,000 25,000 - - - - 185 - 185 185 1,864 - 1,864 1,864 Leslie Corporation 50,000 - 50,000 50,000 LFD GENCON 14,632 LINK IMPORT EXPORT ENT., INC (9,464) King Koa Corp. KING'S DIMSUM KISLAP PUBLISHING INC. LA FLOR DE LA ISABELA, INC. LA PACITA BAKERY LA TONDENA DISTILLERS INC. LABATT ASIA INCORPORATED Lam Hua Paper Product Lamoiyan Lebenz Enterprises LE-DA BAKESHOP LEO LITE MARKETING INTERNATIONAL, INC. 8,579 2,810 14,632 14,632 (9,464) (9,464) LIWAYWAY MARKETING CORPORATION - - - - LSK General Wax and Candle Commercial - - - - (75,000) - (75,000) (75,000) 10,200 - - 10,200 M. V. FOODS INDUSTRIES 1,007 - 1,007 1,007 M.Y. SAN BISCUITS INC. 3,334 - 3,334 3,334 - - - - MAGNOLIA 4,913 - 4,913 4,913 MAINTENANCE TECHNOLOGIES 7,287 818 7,287 Marby Food Ventures Corporation 5,348 - 5,348 5,348 Marketline Dist. Corp. - - - - Marketreach Distributors Inc. - - - - Marrbont Mercantile - - - - 958 - 958 958 200,000 - 200,000 200,000 - - - - LTE Philippines Incorporatd LUZON GLASS MACROPACK MARKETING MARTA MARKETING CORPORATION MASTERFOOD PHILS., INC. McKenzie Distribution Company Inc. 10,200 1,200 5,269 (7) Mega Market Incorporation - - - - MELY'S PURE CHOCOLATE 2,153 - 2,153 2,153 Metro Biscuit Corporation - - - - METRO PAPER INDUSTRY - - - - 3,981 - 3,981 3,981 22,583 - 22,583 22,583 MICROSEP 4,200 - 4,200 4,200 MISTER FOOD PRODUCTS 1,185 - 1,185 1,185 Monde Nissin Corp. - - - - M'Sakay Printing Press - - - - 1,837 - 1,837 1,837 - - - - (3,717) - (3,717) (3,717) (48,870) - (48,870) (48,870) 909 - 909 909 - - - - 154 - 154 154 - - - - 500 - 500 500 - - - - OMF LITERATURE 1,263 - 1,263 1,263 ON-SITE BUILDERS 1,000 - - - - - 1,256 - 1,256 1,256 Pacific Meat Company inc. - - - - PACIFICAR PLASTIC PRODUCT - - - - Palmafil Trading Co. - - - - 12,002 - 12,002 12,002 - - - - 5,072 - 5,072 5,072 11,003,646 - 3,646 11,003,646 Perfect Circle Industrial Supply Company - - - - PHIL. BEVERAGE PARTNERS - - - - METRO TRADE, INCORPORATED METROLAB INDUSTRIES, INC. MULTI-LINK IMPORT EXPORT NEETON TRADING Nestle Phils. New Zealand Milk Phils. NEWBORN FOOD PRODUCTS, INC. NG MERCHANDISE NUGGET FOOD CORP. Nutri-licious Marketing Corporation NUTRITIVE SNACK FOOD INC. (NSF) NUTRITIVO INC. One Day Express Delivery, Inc OVERLAND MARKETING PAPER LINE AND GRAPHICS Papertech Inc. PDPC Pepsi Cola Products Phils. Inc. 500 11,000,000 500 1,000 (8) Philand Industries, Inc. - - - - 925,875 - 925,875 925,875 1,950 - 1,950 1,950 PHILIPPINE LONG DISTANCE TELEPHONE 63,491 - 63,491 63,491 Philusa Corporation (5,000) - (5,000) (5,000) - - - - 442,800 - 442,800 442,800 - - - - 26 - 26 26 45,357 - 45,357 45,357 2,000 - 2,000 2,000 200,000 - 200,000 200,000 21,978,000 - 21,978,000 - 21,978,000 - - - - - 17,775 - 17,775 17,775 550 - 550 550 Republic Chemical Industries Inc. - - - - Resourceful International Marketing, Inc. - - - - 3,312 - 3,312 3,312 63,667 - 63,667 63,667 399,708 - 399,708 399,708 - - - - 1,200 - 1,200 1,200 Rodzon Marketing Corporation - - - - ROGEMSON - - - - Rothschild Research Corporation - - - - 445 - 445 445 2,655 - - 2,655 131,326 - 131,326 131,326 - - - - 22,799 - - 22,799 262,845 - 262,845 262,845 2,015 - 2,015 2,015 PHILIP MORRIS PHILIPPINE DAIRY PRODUCTS, CORP. PINAKAMASARAP CORPORATION Precious Pages Corporation Premiere Wines and Spirits PRESTIGE UMBRELLA PRIME ALLIANCE MARKETING CORP. PROCTOR GAMBLE/COLGATE PALMOLIVE PROJUICE SYSTEMS DISTRIBUTION Purefoods Hormel Company Inc. Qualiguard Security QUANTUM FOODS Quantum Foods Inc. RFM CORPORATION RFM PRESIDENT ENTERPRISES CORP RICHMARSH INDUSTRIAL TRADE CORP Right Goods Philippines Inc. RODMAC ENTERPRISES RS LYRIC SALES CORPORATION RJ Robles Technology Builders S POINT PRODUCTS, INC. Sabrosa Foods Inc. SAFETY CONSTRUCTION San Miguel Corporation SANCANCO CANNING CORP. 1,200 5,750 1,455 17,049 (9) Sanitary Care Products Asia Inc. - - - - SCA Hygiene Product Corp. - - - - 159 - 159 159 440,617 - 440,617 440,617 1,547 - 1,547 1,547 56,465 - 56,465 56,465 - - - - 31,245 - 31,245 31,245 770 - 770 770 468,329 299,959 52,253 468,328.55 3,495 - 3,495 3,495 75,000 - 75,000 75,000 45 - 45 45 ST. PEREGRINE 5,130 - STARCREST ASIA CORPORATION 1,500 - 1,500 1,500 STATELINE 1,733 - 1,733 1,733 - - - - 131,975 - 131,975 131,975 1,688 - 1,688 1,688 - - - - 503 - 503 503 2,000 - 2,000 2,000 56,488 - 56,488 56,488 798 798 - 798 - - - - 500,000 - 500,000 500,000 19,734 - 19,734 19,734 - - - - 71,200 - 71,200 71,200 - - - - (10,000) - (10,000) (10,000) 2,196 - 2,196 2,196 645 - 645 645 Scanasia Overseas, Inc S-CHILD MARKETING SERGS PRODUCTS, INC. SHANG LI PLASTIC CORPORATION Sharmila Inc. SMACKERS BAKESHOP SOCIETY PUBLISHING INCORPORATED SODEXHO PASS SOUTH ASIA FOOD INC. Splash ST. ESSENCE MFG.,CO. INC., STEAM SHOP STERLING PAPER PRODUCTS STERLING TRANSTRADE CORP. STORE SITES HOLDING INC. STYLES & CLASSICS PHIL., INC. SUGARLAND SUMMIT PUBLISHING CO. INC. Superdough Food & Catering Sweetie Shoppe Inc. SYSU INTERNATIONAL TEOPE COMMERCIAL TGC Officemates THE ANDRESONS GROUP, INC. THE BAMBOO OVEN The First Enterprises. THE FOOD PEOPLE, INC. TOBI MARKETING, INC. 79,687 36,430 5,130 5,130 (10) Traditional Food Corp. - - 500 - 1,342 1,342 TVP Dental B (50,000) - Unilever Philippines Inc. 106,552 23,394 Uni-President Foods Corporation 110,933 - 110,933 110,933 814 - 814 814 26,860 - - 26,860 - - - - 13,342 - 13,342 13,342 - - - - VAYAO WAX MANUFACTURING, INC. 59,572 - 59,572 59,572 VIRGINIA FOOD INC. 33,673 - 33,673 33,673 - - - - 674 - 674 674 - - - - 1,861 - 1,861 1,861 27,273 - 27,273 27,273 405 - 405 405 7,873 - 3,379 7,873 23,986 - 23,986 23,986 8,814 - 8,814 8,814 57,019 - 57,019 57,019 130,833 - 130,833 130,833 Wrigleys Phil 50,000 - 50,000 50,000 YOUNGSTROT TRADING 13,225 - 13,225 13,225 7,472 - 7,472 7,472 Zest - O Corporation 799,485 799,485 - 799,485 ZUELLIG PHILS. INC. 35,573 - 35,573 35,573 Adjustment/Accrual/AVD (to be reclass nxt month) 19,968,875 4,333,333 15,635,542 Grand Total 80,310,986 10,125,458 54,990,047 TRANS-OVERSEAS Tridel Technologies UNITED LABORATORIES INC. UNIVERSAL ADVERTISING Universal Canning Incorporated Universal Robina Corporation VARIDEL SALES CORP. Viva Video Inc. VLADIMIR CHICHARON & SNACKS Wade Inc. WATERS UNLIMITED WATSON WYATT PHIL., INC. WELLA PHILIPPINES. INC. WELLTUNED ENGINEERING SERVICES WELUP TRADE WHISTLES INCORPORATED WILMINGTON IMEX, INC. WORLDWIDE FOODS & WINES, INC. YS COMMERCIAL ENTERPRISES, INC. LESS: ALLOWANCE FOR DOUBTFUL ACCOUNTS 500 - - - 500 1,342 (50,000) 83,158 106,552 26,860 414 (50,000) 4,080 19,968,875 150,259 15,045,223 7,616,341 80,310,986 7,616,341 NET RECEIVABLE FROM SUPPLIERS (11) 72,694,645 72,694,645 (12)
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