-
SEC Number PW 15
File ________
ROXAS HOLDINGS, INC. (formerly CENTRAL AZUCARERA DON PEDRO)
-----------------------------------------------------------------------------------------
(Companys Full Name)
6/F Cacho Gonzales Bldg., 101 Aguirre St., Legaspi Village,
Makati City
-----------------------------------------------------------------------------------------
(Companys Address)
(632) 810-8901 to 06
---------------------------------------
(Companys Telephone Number)
September 30, 2012
-------------------------------------
(Fiscal Year Ending)
SEC Form 17-Q
----------------------------------------
(Form Type)
--------------------------------------------------------------------------
Amended Designation (If Applicable)
-----------------------------------------------------
Period Ended Date
------------------------------------------------------------------------
(Secondary License Type and File Number)
-
SECURITIES AND EXCHANGE COMMISSION
SEC FORM 17- Q
ANNUAL REPORT PURSUANT TO SECTION 11 OF THE SECURITIES
REGULATION CODE
AND SRC RULE 17(2)(b) THEREUNDER
1. For the period ended: March 31, 2012
2. Commission Identification Number 15A 3. BIR Tax
Identification No. 000-290-538
4. Exact name of registrant as specified in its charter ROXAS
HOLDINGS, INC. (FORMERLY
CENTRAL AZUCARERA DON PEDRO)
5. Province, country or other jurisdiction of incorporation or
organization
Philippines
6 Industry Classification Code:
7. Address of principal office Postal Code
6/F Cacho Gonzales Bldg., 101 Aguirre St., 1200
Legaspi Village, Makati City
8. Registrant's telephone number, including area code
(632) 810-8901 to 06
9. Former name, former address and former fiscal year, if
changed since last report
Not Applicable
10. Securities registered pursuant to Sections 4 and 8 of the
SRC
Title of Each Class Number of Shares
and Amount of Debt Outstanding Authorized Capital Stock:
No. of common shares issued and outstanding 909,552,236
No. of preferred shares issued and outstanding -
Amount of debt outstanding as of March 31, 2012 P
8,833,597,830
11. Are any or all of these securities listed on the Philippine
Stock Exchange.
Yes [ X ] No [ ]
12. Indicate by check mark whether the registrant:
(a) has filed all reports required to be filed by Section 11 of
the Securities Revised Code (SRC) and SRC 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 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 [ ] No [ X ]
-
FINANCIAL INFORMATION
Item 1. Financial Statements.
Please See Annex "A".
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Please See Annex "B".
OTHER INFORMATION
1. New projects or investments in another project, line of
business or corporation;
None for the period.
2. Composition of Board of Directors;
PEDRO E. ROXAS Chairman
RENATO C. VALENCIA President and CEO
ANTONIO J. ROXAS Director
BEATRIZ O. ROXAS Director
SANTIAGO R. ELIZALDE Director
GERONIMO R. ESTACIO Director
RAMON R. DEL ROSARIO, JR. Director
DAVID L. BALANGUE Director
LORNA P . KAPUNAN Corporate Secretary
3. Performance of the corporation or result or progress of
operations;
Required information are contained in Annexes "A" and "B".
4. Suspension of operations;
None for the period.
5. Declaration of dividends;
None for the period.
-
6. Contracts of merger, consolidation or joint venture; contract
of management, licensing, marketing,
distributorship, technical assistance or similar agreements;
None for the period.
7. Financing through loans;
None for the period
8. Offering of rights, granting of Stock Options and
corresponding plans therefore;
None for the period.
9. Acquisition of other capital assets or patents, formula or
real estates;
None for the period.
10. Any other information, event or happening that may affect
the market price of the company's shares;
None for the period.
11. Transferring of assets, except in the normal course of
business;
None for the period.
Registrant ROXAS HOLDINGS, INC. (formerly CENTRAL AZUCARERA DON
PEDRO)
Signature and Title:
FLORENCIO M. MAMAUAG, JR
Compliance Officer, Chief Information Officer, Asst. Corp.
Secretary, VP Legal and HR
8 May 2012
-
ANNEX A Roxas Holdings, Inc. and Subsidiaries
CONSOLIDATED FINANCIAL STATEMENTS
Second Quarter Ending March 31, 2012 and 2011
-
Note March 31, 2012
(Unaudited)
September 30, 2011
(Audited)
CURRENT ASSETS
Cash and cash equivalents (Notes 4 and 27) 319,467 318,756
Receivables, net (Notes 5, 15 and 27) 862,708 558,872
Inventories, net (Note 6) 2,019,865 1,639,077
Prepayments and other current assets ( Note 7) 373,069
332,093
Total current assets 3,575,109 2,848,798
NON-CURRENT ASSETS
Property, plant and equipment, net (Notes 9 and 14) 11,133,138
11,488,142
Investment property (Note 10) 170,391 170,391
Investment in shares of stock of an associate (Note 8) 597,013
685,944
Net pension plan assets (Note 16) 127,697 127,697
Other noncurrent assets 20,141 24,829
Total non-current assets 12,048,380 12,497,003
Total assets 15,623,489 15,345,801
CURRENT LIABILITIES
Short-term borrowings (Notes 11and 27) 2,403,000 2,738,000
Current portion of long term debt (Notes 9, 14 and 27) -
827,683
Accounts payable and accrued expenses (Notes 12 and 27) 910,257
594,315
Income tax payable - 366
Dividends payable (Notes 24 and 27) 16,069 16,069
Customers' deposits (Note 13) 377,516 153,478
Non current portion of long term debt ( Notes 9, 14 and 27) -
5,599,282
Total current liabilities 3,706,841 9,929,193
NON-CURRENT LIABILITIES
Long-term borrowings, net (Notes 9, 14 and 27) 6,198,938 -
Net pension benefit obligation (Note 16 ) 2,074 -
Deferred income tax liabilities (Note 23) 784,378 776,606
Total non-current liabilities 6,985,390 776,606
Total liabilities 10,692,231 10,705,799
EQUITY 4,931,258 4,640,002
Total liabilities and equity 15,623,489 15,345,801
(0) -
Certified Correct:
MR. JOSE PACIFICO E. MARCELO
EVP and Chief Finance Officer
ROXAS HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(All Amounts in Thousands Philippine Peso)
A S S E T S
LIABILITIES AND EQUITY
-
2012 2011 2012 2011
(As restated)
REVENUES (Note 18) 1,671,301 2,210,855 3,526,810 4,073,614
COST OF SALES (Note 19) (887,656) (1,296,427) (2,509,417)
(3,324,703)
GROSS PROFIT 783,644 914,428 1,017,393 748,911
OTHER OPERATING INCOME (Note 22) 10,714 20,310 62,541 51,484
794,358 934,739 1,079,934 800,395
OPERATING EXPENSES (Note 20) (250,806) (195,230) (441,166)
(396,705)
OPERATING PROFIT 543,552 739,509 638,768 403,690
EQUITY IN NET EARNINGS OF AN ASSOCIATE (Note 8) (15,349) 30,519
(17,560) 58,208
FINANCE INCOME (COSTS)
Interest expense (122,819) (141,473) (269,272) (295,472)
Interest income (Note 4) 1,890 88 2,130 268
(120,929) (141,384) (267,142) (295,204)
INCOME BEFORE INCOME TAX 407,274 628,644 354,066 166,694
INCOME TAX (EXPENSE) BENEFIT
Current (14,835) (2,081) (29,115) (2,163)
Deferred 5,632 69,368 7,040 81,243
(9,203) 67,287 (22,075) 79,080
NET INCOME 398,071 695,931 331,991 245,774
Attributable to:
Equity holders of the Parent Company 397,022 696,701 331,091
246,544
Minority interest 1,050 (770) 900 (770)
398,072 695,931 331,991 245,774
EARNINGS PER SHARE
Basic 0.437 0.766 0.440 0.270
Diluted 0.437 0.766 0.440 0.270
Certified Correct:
MR. JOSE PACIFICO E. MARCELO
EVP and Chief Finance Officer
ROXAS HOLDINGS, INC. AND SUBSIDIARIES
INTERIM CONSOLIDATED STATEMENTS OF INCOME
For the Six Months Ending March 31, 2012 and 2011
(All Amounts in '000 Philippine Peso)
For the Quarter Ending March 31 For the Two Quarters Ending
March 31
-
2012 2011
Net income (loss) for the period 331,991 245,774
Other comprehensive income - -
Total comprehensive loss 331,991 245,774
Certified Correct:
MR. JOSE PACIFICO E. MARCELO
EVP and Chief Finance Officer
ROXAS HOLDINGS, INC. AND SUBSIDIARIES
INTERIM STATEMENTS OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDING MARCH 31, 2012 AND 2011
(All Amounts in Thousands Philippine Peso)
-
2012 2011
SHARE CAPITAL (Note 24) 1,168,976 1,168,976
Authorized capital - 1,500,000,000 @ P1 per share
Issued - 1,168,976,425 shares
SHARE PREMIUM 554,959 554,959
EFFECTS OF CHANGE IN OWNERSHIP OF SUBSIDIARIES 44,567 44,567
SHARE IN REVALUATION INCREMENT IN PROPERTY 207,492 207,492
REVALUATION INCREMENT IN PROPERTY 1,573,210 454,242
EXCESS IN INVESTMENT COST 577,149 577,149
RETAINED EARNINGS (Note 24)
Beginning balance 1,204,588 3,431,576
Share of parent company in net income (loss) for the period
331,091 246,544
TREASURY STOCK (Note 24) (768,859) (768,859)
MINORITY INTEREST
Beginning balance 37,185 40,661
Share of minority interest for the period 900 (770)
4,931,258 5,956,536
Certified Correct:
MR. JOSE PACIFICO E. MARCELO
EVP and Chief Finance Officer
ROXAS HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDING MARCH 31, 2012 AND 2011
(All Amounts in Thousands Philippine Peso)
Total number of shares - 259,424,189
-
2012 2011
CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax 354,066 166,694
Adjustments for:
Equity in net loss (earnings) of an associate 17,560
(58,208)
Depreciation and amortization 359,192 273,918
Interest expense 269,273 295,473
Gain on disposal of fixed assets (530) (182)
Provision on inventory losses and impairment 14,617 15,235
Interest income (2,130) (268)
Net cash before working capital change 1,012,048 692,662
(Increase) decrease in current assets
Receivables (303,836) 311,447
Inventories (380,788) (2,866,417)
Prepayments and other current assets (40,976) (63,788)
Increase (decrease) in current liabilities
Accounts payable and accrued expenses 324,389 349,367
Customers' deposit 224,038 59,851
Increase in net pension benefit obligation 1,296 (30,871)
Cash generated from (used in) operations 836,171 (1,547,749)
Income tax paid including final tax & application of
creditable withholding tax (51,314) (11,560)
Net cash provided by (used in) operating activities 784,857
(1,559,309)
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment (30,037)
(285,106)
Dividends received 71,373 -
Decrease in other assets 4,688 (3,197)
Interest received 2,130 268
Net cash provided by (used in) investing activities 48,154
(288,035)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from:
Long-term loans - -
Short-term loansShort-term loans 175,000 2,243,524
Payment of:
Short-term loans (510,000) (70,476)
Long-term loans (228,027) (1,731)
Interest paid (269,273) (295,473)
Net cash provided by (used in) financing activities (832,300)
1,875,844
NET DECREASE IN CASH AND
CASH EQUIVALENTS FOR THE PERIOD 711 28,500
CASH AND CASH EQUIVALENTS
Beginning 318,756 284,317
Ending 319,467 312,817
Certified Correct:
MR. JOSE PACIFICO E. MARCELO
EVP and Chief Finance Officer
ROXAS HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDING MARCH 31, 2012 AND 2011
(All Amounts in Thousands Philippine Peso)
-
ROXAS HOLDINGS, INC. (A Subsidiary of Roxas and Company,
Inc.)
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Corporate Information, Corporate Reorganizations, Status of
Operations and Approval of the Consolidated Financial
Statements
Corporate Information Roxas Holdings, Inc. (RHI or the Company),
doing business under the name and style of CADP Group, was
organized in the Philippines and registered with the Philippine
Securities and Exchange Commission (SEC) on October 30, 1930 for
the purpose of operating mill and refinery facilities to
manufacture sugar and allied products. The Companys corporate
life is extended for another 50 years from November 1, 1980.
In July 1996, the Company offered its shares to the public
through an initial public offering. On
August 8, 1996, the Companys shares of stock were listed in the
Philippine Stock Exchange.
As of March 31, 2012 and September 30, 2011, the Company is
65.70% owned by Roxas and Company, Inc. (RCI), a publicly listed
company incorporated and domiciled in the Philippines. Prior
to the merger effective June 29, 2009 as discussed below, the
Company was 65.12% owned by Roxas
& Company, Inc., a company incorporated and domiciled in the
Philippines. The Company has 2,299, 2,613 and 2,330 equity holders
as of March 31, 2012 and September 30, 2011 respectively.
On February 2, 2011, the Board of Directors (BOD) of the Company
and its subsidiaries (collectively referred to as the Group)
approved the amendment on the Groups By-Laws changing the
accounting period from fiscal year ending June 30 to September 30
of each year. The change in accounting period of the Company was
approved by the Philippine SEC on
March 3, 2011. The change in accounting period of the Companys
subsidiaries was approved by the Philippine SEC on various dates in
fiscal year 2011.
The Companys corporate office is located at the 6th Floor,
Cacho-Gonzales Building, 101 Aguirre Street, Legaspi Village,
Makati City, while the manufacturing plants of its operating
subsidiaries (see Note 28) are in Barrio Lumbangan, Nasugbu,
Batangas and Brgy. R. S. Benedicto,
La Carlota City, Negros Occidental.
Status of Operations and Management Action Plans
For the fiscal year ended June 30, 2011, the Group was
significantly affected by the volatility of the
prices of sugar, molasses and ethanol, impacting the Groups
profitability and cash flows. Thus, the Group incurred a
consolidated net loss of P=741.8 million and a net cash outflow
from operating
activities of P=604.5 million. Consequently, the Group did not
meet the minimum debt service coverage ratio (DSCR) required under
its long-term loan agreements with certain creditor banks as of
June 30, 2011 (see Note 14). Considering that the losses were
mainly driven by market reversals and
not by the Groups capacity to service its loans, the Group was
able to obtain from the creditor banks in September and October
2011 a waiver of breach of covenant on the DSCR covering the fiscal
year
ended June 30, 2011.
For the interim period ended September 30, 2011 where the Group
is expected to record heavy
expenses in preparing its mills for the milling operations, the
Group incurred a loss of
-
P=765.5 million as anticipated. Despite the losses however, the
Groups net cash inflow from operating activities reached P=798.9
million, of which P=698.3 million was used to pay off short-term
and long-term liabilities. Consequently, the creditor banks issued
in December 2011 and January 2012 similar
waivers for possible violations of DSCR up to September 2012
(see Note 14).
In line with the continuing efforts to improve the profitability
of the sugar operations, ensure the long-
term viability of the business and address the adverse effects
of the volatility of the sugar and alcohol prices, the Group is
implementing corporate restructuring, strategies and action plans
to achieve
positive results for fiscal year 2012 to 2013. Among these
are:
1. A new Management Team has taken over the helm with focus on
clearly defining profit centers
with proper accountabilities. The new Management has decoupled
trading operations from manufacturing, as well as milling from
refinery operations to avoid cross-subsidies and enable
each profit center to stand on its own.
2. The new Management has also mandated the profit centers and
other operating units to reduce overhead expenses by at least 10%
to 20% compared to that of last year.
3. Term loans have been substantially restructured thus
adjusting interest rates to current market rates, which have
generally come down due to prevailing liquidity in the banking
system.
4. The mills and plants have been mandated to achieve operating
efficiencies by maximizing sugar recovery and reducing energy
costs, hauling fees, and other manufacturing expenses.
5. Making sure that Roxol Bioenergy Corporation (RBC) is fully
operational to avoid last years drag on profits due to its
intermittent operations.
2. Summary of Significant Accounting and Financial Reporting
Policies
Basis of Preparation and Statement of Compliance The interim
condensed consolidated financial statements of the Company and its
Subsidiaries
(collectively referred to as the Group) have been prepared in
accordance with Philippine Financial Reporting Standards (PFRS) and
Philippine Accounting Standards (PAS) 34, Interim Financial
Reporting.
The interim condensed consolidated financial statements have
been prepared using the historical cost
basis, except for land, which is stated at revalued amounts and
consumable biological assets which
are carried at fair value, and are presented in Philippine peso,
the Companys functional currency, and rounded to the nearest
thousands, except when otherwise indicated.
The unaudited interim condensed consolidated financial
statements, which have been prepared by the Company to be filed
with the SEC for its quarterly reporting to comply with Securities
Regulation
Commission Rule 68.1, do not include all the information and
disclosures required in the annual
financial statements, and should be read in conjunction with the
Groups annual consolidated financial statements as at September 30,
2011.
Changes in Accounting Policies The accounting policies adopted
are consistent with those of the previous financial years except
for
the adoption of the following new and revised standards,
amendments to existing standards and new
and amendments to Philippine Interpretation which became
effective July 1, 2010.
Amendments to PFRS 2, Share-based Payment - Group Cash-settled
Share-based Payment Transactions, clarifies the scope and the
accounting for group-settled share-based payment transactions.
-
PFRS 5, Noncurrent Assets Held for Sale and Discontinued
Operations, clarifies that the disclosures required in respect of
noncurrent assets and disposal groups classified as held for
sale
or discontinued operations are only those set out in PFRS 5. The
disclosure requirements of other PFRSs only apply if specifically
required for such noncurrent assets or discontinued operations.
PFRS 8, Operating Segments, clarifies that segment assets and
liabilities need only be reported when those assets and liabilities
are included in measures that are used by the chief operating
decision maker.
PAS 1, Presentation of Financial Statements, clarifies that the
terms of a liability that could result at anytime in its settlement
by the issuance of equity instruments at the option of the
counterparty do not affect its classification.
PAS 7, Statement of Cash Flows, explicitly states that only
expenditure that results in a recognized asset can be classified as
a cash flow from investing activities.
PAS 17, Leases, removes the specific guidance on classifying
land as a lease. Prior to the amendment, leases of land were
classified as operating leases. The amendment now requires that
leases of land are classified as either finance or operating in
accordance with the general principles of PAS 17. The amendments
will be applied retrospectively.
Amendment to PAS 32, Classification of Rights Issues, this
amendment to PAS 32, Financial Instruments: Presentation, addresses
the accounting for rights issues (rights, options or warrants)
that are denominated in a currency other than the functional
currency of the issuer. Previously such rights issues were
accounted for as derivative liabilities. However, the amendment
issued
today requires that, provided certain conditions are met, such
rights issues are classified as equity
regardless of the currency in which the exercise price is
denominated.
PAS 36, Impairment of Assets, clarifies that the largest unit
permitted for allocating goodwill, acquired in a business
combination, is the operating segment as defined in PFRS 8
before
aggregation for reporting purposes.
PAS 39, Financial Instruments: Recognition and Measurement,
provides clarification on prepayment option, scope exemption for
contracts between an acquirer and a vendor in a business
combination, and gains or losses on cash flow hedges of a
forecast transaction.
Philippine Interpretation IFRIC 19, Extinguishing Financial
Liabilities with Equity Instruments, provides guidance on how to
account for the extinguishment of a financial liability by the
issue of equity instruments. These transactions are often referred
to as debt for equity swaps. It clarifies
the requirements of PFRSs when an entity renegotiates the terms
of a financial liability with its
creditor and the creditor agrees to accept the entitys shares or
other equity instruments to settle the financial liability fully or
partially. It clarifies that: (a) the entitys equity instruments
issued to a creditor are part of the consideration paid to
extinguish the financial liability; (b) the equity
instruments issued are measured at their fair value. If their
fair value cannot be reliably measured, the equity instruments
should be measured to reflect the fair value of the financial
liability
extinguished and (c) the difference between the carrying amount
of the financial liability extinguished and the initial measurement
amount of the equity instruments issued is included in
the entitys profit or loss for the period.
-
Adoption of these changes in PFRS did not have any impact on the
Groups interim condensed consolidated financial statements.
New Accounting Standards, Interpretations and Amendments to
Existing Standards Effective Subsequent to June 30, 2011
The Group will adopt the following standards and interpretations
enumerated below when these
become effective. Except as otherwise indicated, the Group does
not expect the adoption of these new changes in PFRS to have a
significant impact on the consolidated financial statements.
The
relevant disclosures will be included in the notes to the
consolidated financial statements when these
become effective.
Effective 2012
Amendment to Philippine Interpretation IFRIC 14, Prepayments of
a Minimum Funding Requirement, applies in the limited circumstances
when an entity is subject to minimum funding
requirements and makes an early payment of contributions to
cover those requirements. The amendment permits such an entity to
treat the benefit of such an early payment as an asset.
Philippine Interpretation IFRIC 16, Hedges of a Net Investment
in a Foreign Operation, states that, in a hedge of a net investment
in a foreign operation, qualifying hedging instruments may be
held by any entity or entities within the group, including the
foreign operation itself, as long as the designation, documentation
and effectiveness requirements of PAS 39 that relate to a net
investment hedge are satisfied.
PAS 24, Related Party Disclosures (Revised) was revised in
response to concerns that the previous disclosure requirements and
the definition of a related party were too complex and difficult to
apply in practice, especially in environments where government
control is pervasive.
It addresses these concerns by providing a partial exemption for
government-related entities and
by simplifying the definition of a related party and removing
inconsistencies.
Effective 2013
Philippine Interpretation IFRIC 15, Agreements for Construction
of Real Estate, covers accounting for revenue and associated
expenses by entities that undertake the construction of real
estate directly or through subcontractors.
Effective 2014
PFRS 9, Financial Instruments, introduces new requirements on
the classification and measurement of financial assets. It uses a
single approach to determine whether a financial asset
is measured at amortized cost or fair value, replacing the many
different rules in
PAS 39, Financial Instruments: Recognition and Measurement. The
approach in this new standard is based on how an entity manages its
financial instruments (its business model) and the
contractual cash flow characteristics of the financial assets.
It also requires a single impairment method to be used, replacing
the many different impairment methods in PAS 39.
The Group continues to assess the impact of the above new and
amended accounting standards and interpretations effective
subsequent to 2011 on the consolidated financial statements prior
to period of
initial application. The effects and required revised
disclosures, if any, will be included in the
consolidated financial statements when the relevant accounting
standards and interpretation are adopted subsequent to September
30, 2011.
-
Consolidation
The interim condensed consolidated financial statements include
the financial statements of the
Company and the following subsidiaries (all incorporated in the
Philippines):
Percentage of
Ownership
CADPGC(1) CADPI 100.00
CACI 100.00
CADP Insurance Agency,Inc. (CIAI)(2) 100.00
CCSI 100.00
CFSI 100.00
JOMSI 99.99
NAVI 77.38
Roxol Bioenergy Corporation (RBC)(3) 100.00
CADP Port Services, Inc. (CPSI)(4) 100.00
Roxas Power Corporation (RPC)(4) 50.00
(1) The loss of ownership interest in CADPGC is the result of
the restructuring undertaken by the Group through sale of all its
equity interest in CADPGC to RCI effective January 23, 2009 (see
Note 1). As a result, the Company has now a direct ownership
interest in the sugar-related operating subsidiaries which were
previously owned by CADPGC. Results of operation of CADPGC are
included in the consolidated financial statements until January 23,
2009, the date on which the Companys control ceased.
(2) CIAI was incorporated on August 19, 2009 and has not yet
started commercial operations. (3) RBC was incorporated on February
29, 2008 and has completed the construction of its plant facility
as of June 30, 2010 but has not yet started commercial operations.
(4) CPSI and RPC were incorporated on July 17, 2008 and have not
yet started commercial operations. The
Company has control on RPC since it has the power to cast the
majority of votes at the BODs meetings and the power to govern the
financial and reporting policies of RPC.
The interim condensed consolidated financial statements are
prepared using uniform accounting
policies for like transactions and other events in similar
circumstances. Adjustments, where necessary, are made to ensure
consistency with the policies adopted by the Group.
3. Significant Judgments, Accounting Estimates and
Assumptions
The preparation of the interim condensed consolidated financial
statements in accordance with PFRS
requires the Group to exercise judgment, make estimates and use
assumptions that affect the reported amounts of assets,
liabilities, income and expenses and related disclosures. The Group
makes
estimates and uses assumptions concerning the future. The
resulting accounting estimates will, by definition, seldom equal
the related actual results. Future events may occur which will
cause the
assumptions used in arriving at the estimates to change. The
effects of any change in estimates are
reflected in the interim condensed consolidated financial
statements as they become reasonably determinable.
Judgments, estimates and assumptions are continuously evaluated
and are based on historical experience and other factors, including
expectations of future events that are believed to be
reasonable under the circumstances.
The Group believes the summary of significant judgments,
accounting estimates and assumptions
disclosed in the Groups annual consolidated financial statements
as at December 31, 2011 represent a summary of judgments, estimates
and assumptions that have a significant risk of causing a
material
adjustment to the carrying amount of assets and liabilities, as
well as to the related revenues and
expenses, within the next fiscal year, and related impact and
associated risk in the interim consolidated financial
statements.
-
4. Cash and Cash Equivalents
Cash and cash equivalents consist of cash on hand and in banks
amounting to P=319.5 Million and P= 318.8 Million as at March 31,
2012 and September 30, 2011.
Interest income earned on cash in banks amounted to P= 2.13
million and P= 0.27 million in March 31,
2012 and 2011, respectively.
5. Receivables
Receivables consist of:
March 31, 2012 September 30,2011
(In Thousands)
Trade P=690,606 P=334,571 Advances to: Raw sugar purchases
Related parties (Note 14) 89,882 51,597 Employees 40,811 39,115
Planters and cane haulers 48,477 85,151 Others 14,181 69,687
883,957 580,121 Less allowance for impairment of receivables
(21,249) (21,249)
P=862,708 P=558,872
Advances to employees pertain to advances for the Groups
expenses which are subsequently liquidated. These advances also
include noninterest-bearing salary, housing and educational
loans
that are collected through salary deduction.
Other receivables include advances to suppliers for the purchase
of local and imported materials and supplies. The account also
includes outstanding receivable from the 2002 sale of a portion of
the
Companys land in Barrio Bilaran, Nasugbu, Batangas to its
employees. Due to the Reorganization Program discussed in Note 1,
the employees were transferred to CADPI, whereas, the
receivable
remained with the Company. These loans bear annual interest of
12% and are payable over 10 years
until 2012.
6. Inventories
Inventories consist of:
March 31, 2012 September 30,2011
(In Thousands)
At cost:
Refined sugar P=147,967 P=55,825
Materials in transit 46,428 13,280 At NRV:
Raw sugar 1,129,555 1,037,443
Molasses 61,788 48,984 Alcohol
Materials and supplies 317,748
316,379
149,911
333,634
2,019,865 P=1,639,077
-
7. Prepayments and Other Current Assets
Prepayments and other current assets consist of:
March 31, 2012 September 30,2011
(In Thousands)
Input VAT and other prepaid taxes P=209,519 P=137,155 Creditable
withholding taxes, net of allowance
of P=13.7 million
156,102
153,442 Consumable biological assets
Others 7,448 41,496
P=373,069 P=332,093
Input value-added taxes arise from purchases of equipment and
services relating to the Expansion Project and RBC Plant
construction (see Note 9). Other current assets consist of prepaid
insurance
and rentals and advanced input VAT for refined sugar sales.
8. Investment in Shares of Stock of an Associate
The details of the investment in HPCo, 45.09%-owned associate,
and incorporated in the Philippines, follow:
March 31, 2012 September 30,2011
(In Thousands)
Acquisition cost P=127,933 P=127,933
Accumulated equity in net earnings
Beginning of year 350,519 322,830 Equity in net earnings (loss)
for the
period
(17,558)
27,689
332,961 350,519 Less dividend received (71,373) -
End of year 261,588 350,519
Share in revaluation increment 207,492 207,492
P=597,013 P=685,944
HPCo is primarily engaged in the manufacturing and trading of
raw and refined sugar, molasses and other sugar by-products.
The summarized financial information of HPCo follows:
( In Thousands)
Current assets 688,417
Noncurrent assets 931,682 Current liabilities 749,919
Noncurrent liabilities Net Assets
116,400
Revenue 672,791 Net income
(38,944)
-
9. Property, Plant and Equipment
Details and movements of property, plant and equipment, which
are valued at cost basis, are shown below:
September 30, 2011
Machinery
Office
Furniture,
Buildings and and Transportation Fixtures and Construction
Improvements Equipment Equipment Equipment in Progress Total
(In Thousands)
Cost
Beginning balances P=2,536,461 P=10,978,436 P=32,935 P=76,852
P=1,243,966 P=14,868,650
Additions 3 - - - 8,560 8,563
Disposals (5,837) (114,401) - (14,795) - (135,033)
Reclassification 221,905 974,089 5,252 (1201,246)
Ending balances 2,752,532 11,838,124 32,935 67,309 51,280
14,742,180
Accumulated depreciation
Beginning balances 827,215 4,832,257 16,146 59,907 5,735,525
Depreciation 28,598 136,822 1,287 3,728 170,435
Disposals (3,143) (93,592) (11,468) (108,203)
Reclassification
Ending balances 852,670 4,875,487 17,432 52,167 5,797,757
Net Book Value P=1,899,862 P=6,962,637 P=15,502 P=15,142
P=51,280 P=8,944,423
Land is carried at appraised values as at March 31, 2012
follows:
(In Thousands)
Beginning balance at appraisal values P=2,517,341
Transfer to investment property 0
Ending balance at appraisal values P=2,517,341
At cost P=48,847
a. Construction in progress
Construction in progress as of March 31, 2012 pertains mainly to
the foregoing milling plant improvement project, refinery plant
installation of sieving facilities, as well as construction and
improvement of waste and pollution facilities of the Group.
Milling plant improvement project (the Expansion Project)
With the intent of improving its revenue generating capability,
the Group purchased second-hand mills and related equipment from
Bryant, Florida, United States of America (USA) and Fairy
mead, Australia.
In August 2007, CADPGC entered into a purchase agreement, for
and on behalf of its then
wholly-owned subsidiaries, CADPI and CACI, with a foreign
corporation to buy certain sugar
March 31, 2012
Machinery
Office
Furniture,
Buildings and and Transportation Fixtures and Construction
Improvements Equipment Equipment Equipment in Progress Total
(In Thousands)
Cost 2,753,188 11,682,728 74,784 188,199 62,736 14,761,636
Accumulated depreciation (908,171) (5,106,569) (49,390) (81,708)
- (6,145,838)
Net book value 1,845,017 6,576,159 25,394 106,491 62,736
8,615,797
-
mill equipment for a total purchase price of US$19.5 million.
The purchase pertains to different
pieces of disassembled equipment that originated from Bryant
Sugar House, a sugar mill located in Bryant, Florida, USA, of which
the sellers had purchased from United States Sugar
Corporation through a purchase and removal agreement executed on
April 30, 2007. To complement the mills from Bryant Sugar House,
mill components and shredder were purchased
from Australia in March 2008.
The Group obtained short and long-term borrowings from various
local banks to finance the
Expansion Project (see Notes 10 and 13).
RBC Plant Construction Project
On June 27, 2008, in line with the Group Expansion Project, RBC
entered into an agreement to construct its bioethanol plant in La
Carlota City, Negros Occidental for a total contracted amount
of US$20.9 million. As of December 31, 2011 the company has
started its commercial
operation.
Capitalization of borrowing costs
Interests from short and long-term borrowings, incurred to
finance the Expansion Project were capitalized to property, plant
and equipment. The Group amortizes such capitalized interest
over
the useful life of the qualifying asset. For the three months
ended December 31, 2011 no borrowing cost were capitalized due to
substantial completion of the projects.
Noncash additions to property, plant and equipment The Group has
outstanding liabilities for purchase of equipment relating to the
Expansion Project
and RBC Plant construction amounting to P=45.6 million and 69.0
million as of March 31, 2012
and September 30, 2011, respectively.
b. Depreciation
Depreciation charged to operations as of March 31 follows:
2012 2011
(In Thousands) Cost of sales (Note 19) P=332,931 P=251,992
General and administrative expenses (Note 20) 26,261 21,926
P=359,192 P=273,918
c. Property, plant and equipment as collateral
Some property, plant and equipment of the Group are mortgaged to
secure the Groups loan obligations with creditor banks (see Note
14).
10. Investment Property
In December 22, 2010, NAVI entered into a memorandum of
agreement with an agricultural
company for the lease of NAVIs agricultural land effective July
1, 2011 until fiscal year ending September 30, 2015. The lessee
shall deliver to NAVI its share in sugar production in the amount
of 18 50-kilogram (Lkg) bags of raw sugar per hectare of plantable
area per annum. As a result, NAVI
-
ceased its farm operations in crop year ended June 30, 2011. The
land property previously used for
NAVI farm operations was reclassified to investment property
effective July 1, 2011.
As of September 30, 2011, the fair value of the investment
property amounting to P=170.4 million is based on the appraised
value of the property using a market comparison approach, as
determined by a
professionally qualified independent appraiser. There was no
movement in fair value of the
investment property for the six months ended March 31, 2012.
11. Short-term Borrowings
At various dates in period ending September 30, 2011 and June
30, 2011, CACI and CADPI obtained
unsecured short-term loans from various local banks to meet
their working capital requirements. The loans, which are payable in
lump sum on various dates, are subject to annual interest rates
ranging
from 4.0% to 5.25 % and 4.7% to 7.0 % and have terms ranging
from 29 to 32 days, and 30 to 32 days in 2011 and 2010,
respectively.
As at March 31, 2012 and September 31, 2011, the balance of the
short-term loans amounted to P=2,403.0 million and P=2,738.0
million, respectively.
12. Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consist of:
March 31, 2012 September 30, 2011
(In Thousands) Trade suppliers P=308,330 P=84,003
Accrued expenses: Interest (Notes 10 and 13) 104,338 95,863
Contractors 48,465 4,055
Payroll and other benefits 5,074 37,404 Purchases and others
accrued expenses 235,938 89,704
Due to planters 84,668 13,633
Payable to government agencies for taxes and contributions
113,516
82,101
Others 9,115 187,552
P=909,444 P=594,315
Other payables include liabilities to third parties for sugar
liens, and other related fees, and purchases
of equipment relating to the Expansion Project (see Note 9).
13. Customers Deposits Customers deposits represent
noninterest-bearing cash deposits from buyers of the Groups sugar
and molasses. These deposits will be applied against future
deliveries of sugar and molasses which are expected to be completed
in the next 12 months. Customers deposits amounted to P=377.5
million and P=153.4 million as at March 31, 2012 and September 30,
2011, respectively.
-
14. Long-term Borrowings
Long-term borrowings as consist of:
March 31, 2012 September 30, 2011
(In Thousands)
Banco de Oro Unibank, Inc. (BDO) P=4,354,110 P=4,530,413
Syndicated Loan Agreement:
Bank of the Philippine Islands (BPI) 896,552 931,035
Rizal Commercial Banking Corporation (RCBC)
448,276
465,517
BPI Asset Management and Trust Group (AMTG)
500,000
500,000
6,198,938 6,426,965
Unamortized debt commitment fee - -
6,198,938 6,426,695
Current portion - (827,683) Noncurrent portion presented as
current - (5,599,282)
P=6,198,938 P=-
On February 8, 2008, RHI availed the loan facility from BDO with
an aggregate amount of P=6,189.0 million. The principal amount of
debt accommodation is shared by RHI and
CADPI/CACI amounting to P=1,570.0 million and P=4,619.0 million,
respectively. In addition, on
February 14, 2008, CADPI and CACI entered into a Syndicated Loan
Agreement with BPI and RCBC (with BPI as the lead bank) for a total
credit line of P=1,500.0 million. On the same date,
CADPI also signed a loan facility with BPI-AMTG amounting to
P=500.0 million. On March 12,
2008, CADPI and CACI signed an amendment to the Syndicated Loan
Agreement and loan facility with BPI-AMTG clarifying certain
provisions of the original agreements
RHI On May 5, 2008, RHI availed loans from BDO amounting to
P=143.3 million to finance its Shares Buy
Back Program. The principal of the loan is payable quarterly
starting on the 4th year of the 10-year
term.
Short-term loans availed from BDO on May 5, 2008 and October 29,
2008 amounting to P=400.0 million and P=175.0 million,
respectively, were rolled over to long-term borrowings.
As such, the principal of the loan will be payable quarterly
starting on the 4th year of the original 10-
year term.
The original interest rates of the long-term loans are subject
to quarterly repricing as agreed by the
parties. In fiscal year 2010, the Company exercised its option
to fix the quarterly interest rate of the loans at 8.93% beginning
August 5, 2009 until the end of the loan terms. On January 31,
2011, RHI,
CADPI and CACI entered into an agreement with BDO for the
interest rate reduction on long-term loans to 6.5%, subject to
certain conditions.
In August 2011, RHI paid loans from BDO amounting to P31.4
million. For the quarter ending December 31, 2011, RHI paid P25.7
million of BDO loans.
-
CADPI
On February 14, 2008, CADPI entered into a loan agreement with
BPI to avail loans in two tranches with an aggregate principal
amount of P=500.0 million. Tranche A of the loan amounting to
P=300.0 million bears fixed annual interest of 8.00% and payable on
the 5th anniversary date of the borrowing. On the other hand,
Tranche B of the loan amounting to P=200.0 million bears fixed
annual interest of 8.40% and payable on an installment basis, P=2.0
million on the 5th and 6th
anniversary date of the borrowing and the balance on the 7th
anniversary date of the borrowing.
On May 5, 2008, CADPI availed loans from BPI and RCBC amounting
to P=167.2 million and
P=83.6 million, respectively, which bear interest of 6.50% and
6.60%, respectively. As of June 30, 2009, interest rates were 5.80%
and 5.90% for BPI and RCBC loan, respectively.
Promissory notes issued by CADPI to the banks are under the
terms set forth in the Syndicated Loan Agreement. Loans availed are
with 10-year terms and will all mature on May 5, 2018.
On October 29, 2008, additional loans were availed by CADPI from
BDO, BPI and RCBC amounting to P459.0 million, P143.6 million and
P71.4 million, respectively, with interest rates subject to
quarterly repricing as agreed by the parties.
In fiscal year 2010, CADPI also exercised its option to fix the
quarterly interest rates of the floating
rate loans availed in May 2008 and October 2008. Interest rate
was fixed to 8.79% for BPI loans and 8.93% for BDO and RCBC loans,
which became effective beginning August 5, 2009 until the end
of
the loan terms.
On February 12, 2010, CADPI availed additional loans from the
undrawn portion of the total credit
facility from BPI, BDO and RCBC amounting to P=329.3 million,
P=1,050.5 million and
P=166.2 million, respectively. Loans availed from BPI and RCBC
with fixed interest rates of 8.70% and 8.84%, respectively, are
payable in 29 equal quarterly installments beginning May 2011,
which is
the end of the three years grace period from initial drawdown
dated May 2008. Loans availed from BDO carries fixed interest rate
of 8.84% and are payable in 28 monthly installments beginning
August 5, 2011.
In May 2011, CADPI paid loans from BPI and RCBC amounting to
P22.1 million and P11.1 million,
respectively. In August 2011, CADPI paid loans from BDO, BPI and
RCBC amounting to P81.7
million, P22.1 million and P11.1 million, respectively. For the
quarter ending March 31, 2012, CADPI paid P88.2 million, P44.1
million and P22.2 million of loans from BDO, BPI and RCBC,
respectively.
CACI
On May 5, 2008, CACI availed loans from BPI, BDO and RCBC
amounting to P=129.8 million, P=395.3 million and P=64.9 million,
respectively, and with interest rates subject to
quarterly repricing. Loans availed are with 10-year terms and
payable in 29 and 28 quarterly
installments beginning May 2011 for BPI and RCBC and August 2011
for BDO, respectively.
In fiscal year 2010, CACI exercised its option to fix the
quarterly interest rates of its floating rate loans. Interest rates
were fixed to 8.79% for BPI loans and 8.93% for BDO and RCBC
beginning
August 5, 2009 until the end of the loan terms.
On August 12, 2009, CACI availed additional loans from BPI and
RCBC amounting to
P=230.2 million and P=113.9 million, respectively. On August 10,
2009, CACI also obtained additional loan from BDO amounting to
P=781.0 million. Loans availed from BPI and RCBC with fixed
interest
rate of 8.74% and 8.88%, respectively, are payable in 29 equal
quarterly installments beginning May
-
2011. Loans availed from BDO, on the other hand, carries fixed
interest rate of 8.94% and are
payable in 28 quarterly installments beginning August 5,
2011.
In May 2011, CACI paid loans from BPI and RCBC amounting to
P12.4 million and P6.2 million, respectively. In August 2011, CACI
paid loans from BDO, BPI and RCBC amounting to P51.5
million, P12.4 million and P6.2 million, respectively. For the
quarter ending March 31, 2012, CACI
paid P55.6 million, P24.8 million and P12.3 million in loans
from BDO, BPI and RCBC, respectively.
RBC On June 17, 2011, RBC availed long-term loan with BDO
amounting to P925.0 million to finance
working capital requirements. Loan availed carries quarterly
repricing interest rate and is payable quarterly starting on the
3
rd year of the 10-year term from drawdown date.
Debt arrangement fees As part of the Syndicated Loan Agreement
with BPI/RCBC, the Group incurred debt arrangement
fees amounting to P=59.4 million in 2008. Amortization of debt
arrangement fees included under
interest expense amounted to P35.7 million, P3.4 million and
P1.3 million for the years ended June 30, 2011, 2010 and 2009,
respectively. As of June 30, 2010, unamortized debt arrangement
fees,
which are presented as deduction from long-term loans, amounted
to P35.7 million.
Suretyship agreement, mortgage trust indenture and debt
covenants
In relation with the BDO Loan Facility executed on February 8,
2008, RHI, CADPI and CACI, entered into a Continuing Suretyship
Agreement with BDO. Under this Agreement, BDO shall have
the right to set-off the secured obligations in solidarity
against all the borrowers properties.
On February 14, 2008, RHI, CADPI, CACI and RBC, entered into a
separate suretyship agreement
arising out of the Syndicated Loan Agreement which warrants the
due and faithful performance by the borrowers of all obligations
due to the creditor banks, BPI and RCBC. The suretyship shall
remain in full force and effect until full and due payment of
the indebtedness under the Syndicated
Loan Agreement. In addition, all liens of the creditor banks
shall have rights of set-off in solidarity against the borrowers
properties.
Further in 2009, RHI, CADPI and CACI executed a Mortgage Trust
Indenture (MTI) to secure the loans obtained from BDO, BPI and
RCBC. The MTI covers properties in Nasugbu, Batangas which
consist mainly of RHIs land and CADPIs properties with an
aggregate carrying value of P=2.1 billion and P=4.25 billion,
respectively, as of September 30, 2011 and CACIs properties in La
Carlota, Negros Occidental with an aggregate carrying value of
P=3.8 billion as of September 30,
2011.
In 2011, RBC executed an MTI to secure the loans obtained from
BDO. The MTI covers RBCs properties in La Carlota, Negros
Occidental with an aggregate carrying value of P1.5 billion as of
September 30, 2011.
Loan covenants
The above loan agreements stipulate certain covenants, which
include the following:
maintenance of DSCR of at least 1.25 times and debt to equity
ratio of not more than 70:30;
prohibition on purchase of additional equipments except in
pursuance of its sugar expansion and ethanol project;
-
prohibition on any material change in ownership or control of
its business or capital stock or in the composition of its top
level management; and
prohibition on declaration or payment of dividends or any other
capital or other asset distribution to its stockholders, unless the
required financial ratios are maintained.
As a result of the significant drop in sugar prices in the last
quarter of fiscal year 2011, among other
factors, as discussed in Note 1, the Group incurred losses on
the disposal of sugar inventories. In fiscal year ended June 30,
2011 and three months ended September 30, 2011, the Group did not
meet
the minimum DSCR required under the long-term loan agreements
with certain creditor banks, which
constitutes an event of default on such loans. In view of this,
the noncurrent portion of long-term debt amounting to P=5.6 billion
and P=5.8 billion is presented as current liabilities as of
September 30,
2011 and June 30, 2011, respectively.
As discussed in Notes 1 and 3, in September and October 2011,
the Group obtained from
the creditor banks a waiver of breach of covenant on the DSCR
covering fiscal year ended
June 30, 2011 and interim period ended September 30, 2011. In
December 2011 and January 2012, a similar waiver was obtained by
the Group from these creditor banks covering the
period October 2011 to September 2012. The Group continues to
present the noncurrent portion of long-term debt amounting to P=5.6
billion as current as of September 30, 2011 since the
Group does not have an unconditional right to defer settlement
for at least 12 months from
September 30, 2011. However, as at December 31, 2011, the
noncurrent portion of the long-term debt amounting to P5.6 billion
is presented as long-term liability. On February 5, 2012, the
Group
and the creditor banks, BDO and BPI/RCBC, agreed that the
outstanding balance shall be paid over a
7-year amortization period on an equal quarterly basis,
commencing on November 5, 2014, in accordance with the amortization
schedule provided by the latter.
As of June 30, 2010, the Group is in compliance with these loan
covenants.
The maturities of the long-term borrowings are as follows:
March 31, 2012 September 30, 2011
(In Thousands)
Between one and two years P= 0 P=6,626,965
Between two and five years 4,690,000 Over five years
1,508,938
P=6,198,938 P=6,626,965
15. Related Party Transactions
In the normal course of business, the Group has transactions
with related parties as follows:
a. As of March 31, 2012 and September 30, 2011, the Groups
outstanding advances to RCI amounted to P=89.8 million and P=49.0
million, respectively. RHI granted the advances to RCI in
2009 which were used to defray cost and expenses relating to the
restructuring activities undertaken by the Group during the
year.
b. As of June 30, 2010 and 2009, the Company as a lessee, has a
one-year lease agreement with CADP Retirement Fund, Inc. (CADPRFI),
which is renewable annually at the option of the
Company, CADPI and CACI under such terms and conditions mutually
acceptable to all parties.
c. In December 2005, the Company also entered into a lease
agreement with CADPRFI, for the lease of its office space.
-
d. Key management compensation amounted to P16.6 million and
P25.5 million for the period ending March 31, 2012 and 2011,
respectively.
16. Retirement Benefit Plans
Net Pension Plan Assets
Prior to Restructuring in fiscal year 2009 (see Note 1), the
Company and CADPGC maintain an
individual and separately funded, non-contributory defined
benefit plan (the Plan) covering all eligible employees. On
December 16, 2008, the Company assumed the transferred
employees
covered by the Plan and acquired the related net pension plan
assets from CADPGC. The acquired net
pension plan assets, including the related deferred income tax
liabilities, were part of the total consideration received from the
acquisition of CADPGCs investments in shares of stock and certain
assets and liabilities (see Note 1).
Under the Plan, the normal retirement age is 65. A participant
may opt to retire at age 60 or after rendering 20 years of
continuous service. Retirement benefit for both normal retirements
is
equivalent to two months average basic salary for each year of
service rendered.
The amounts recognized in the consolidated balance sheets at
September 30, 2011 follow:
(In thousands)
Present value of obligation P=155,425 Fair value of plan assets
231,694
Surplus 76,269 Unrecognized actuarial gain (loss) 51,428
Net pension plan assets P=127,697
Plan assets cannot be returned to RHI unless on circumstances
discussed in Note 2. The net pension
plan assets amounting to P127.7 million as of March 31, 2012
will be used to reduce future contributions to the retirement fund.
Consequently, a portion of the Groups 2010 retained earnings
related to pension plan asset, net of deferred income tax
liability, is not available for dividend
declaration (see Note 23).
Net Pension Benefit Obligation
CACI maintains a funded, non-contributory defined benefit plan
covering all its eligible employees. Under the plan, the normal
retirement age is 65 irrespective of years of service. A
participant may, at
his option, elect to retire or CACI may, at its option, retire
any participant at any time after attaining
the age of 50 regardless of number of years in service or upon
completion of 20 years of continuous service to CACI even if below
50 years of age. Normal and early retirement benefits are
equivalent
to one month latest salary for every year of service. CADPI also
maintains funded, non-contributory defined benefit plan covering
all its regular
employees. Under the plan, the normal retirement age is 65
irrespective of years of service. A
participant may opt to retire at age 60 regardless of number of
years in service or upon completion of 20 years of continuous
service to CADPI even if below 60 years of age. Normal retirement
benefits
consist of an amount equivalent to two times the employees
latest monthly salary multiplied by the number of years of
service.
-
The amounts recognized as net pension benefit obligation in the
condensed consolidated balance
sheets as at September 30, 2011 is determined as follows:
(In Thousands)
Present value of obligations P=421,509 Fair value of plan assets
(356,957)
Deficit 64,522 Unrecognized actuarial loss (64,522)
Net pension benefit obligation P=-
17. Commitments and Contingencies
a. CACI and CADPI (the Mills) have milling contracts with the
planters which provide for a 65% and 35% sharing between the
planters and the Mills, respectively, of sugar, molasses and
other
sugar cane by-products, except bagasse, produced every crop
year.
b. As of September 30, 2011, the Group has in its custody the
following sugar owned by quedan
holders:
Total volume
(In thousands)
(Lkg*)
Estimated
market value
(In Millions)
Raw sugar 550 P=744 Refined sugar 309 675
859 P=1,419
*Equivalent to 50 kilogram bag unit.
The above volume of sugar is not reflected in the consolidated
balance sheets since these are not
assets of the Group. The Group is accountable to quedan holders
for the value of trusteed sugar or their sales proceeds.
c. CADPI entered into sales contracts with principal customers
for the sale of raw and refined sugar and molasses. As of March 31,
2012, CADPI has outstanding sales contracts for refined sugar
with a total value of P=457 million equivalent to 148,722
Lkg.
CADPI received cash deposits from customers for the above
transactions as of December 31,
2011, which will be applied against future deliveries of sugar
and molasses. These deposits are classified as current liabilities
(see Note 13).
d. CADPI entered into agreements as follows:
(i) Lease of offsite warehouse for a period of one year
renewable at the option of the lessee through notification in
writing not later than 90 days prior to the expiration of the
agreement.
Related rent expense charged to operations amounted to P=0.1
million in December 2011 and
P=0.1 million in September 2011. The lease was no longer renewed
last January 2012.
(ii) Contract for hauling services for the transport of
sugarcane from the plantation to the mill.
Related hauling expense charged to operations in March 31, 2012,
and 2010 amounted to P=201.7 million and P=176.1 million,
respectively.
-
e. CADPI entered into an indemnity and guarantee fee agreement
with RHI to continue to be a mortgage trust indenture (MTI) between
and among CADPI, RHI and BPI. RHI conveyed unto
BPI as mortgage trustee its land located in Nasugbu, Batangas
(mortgaged property) (see Note 14). RHI agreed to continue to
subject the mortgaged property to the MTI on the following
conditions:
(i) CADPI shall protect the property and reimburse RHI with all
expenses in case the mortgaged
property is attached to satisfy the obligations of CADPI secured
by the MTI; and
(ii) A guarantee/mortgage fee of P=3.0 million shall be paid
annually by CADPI to compensate
RHI for the continuance of the mortgage. This guarantee fee
agreement expired in April 2009.
This guarantee fee agreement expired in April 2009.
f. On January 14, 2009, Roxol and World Bank signed a $3.2
million Emission Reduction Purchase
Agreement (ERPA) for the purchase of carbon emission credits
under the Clean Development Mechanism of the Kyoto Protocol. The
ERPA will also avoid at least 50,000
metric tons of carbon dioxide each year and has a crediting
period of 10 years starting 2010.
As part of the ERPA, part of the revenue for the purchase of the
credits will be used to finance
RBCs community development projects.
g. There are pending legal cases in the ordinary course of the
Groups business as at March 31, 2012 and 2010, but in the opinion
of management and legal counsel, the ultimate outcome of these
cases will not have a material impact on the financial position and
results of operations of the
Group. Consequently, no provision related to these legal cases
was made in the 2012 and 2011.
h. As of March 31, 2012 and September 30, 2011, the Group has
unused lines of credit from local
banks amounting to P= 1,102.0 million and P=862.0 million,
respectively. (see Notes 11 and 14).
18. Revenue
The components of revenue as of March 31, 2012 are as
follows:
2011 2010
(In Thousands) Refined sugar P=1,583,658 P=1,996,827
Raw sugar 1,680,770 1,766,771
Molasses 140,761 213,191 Tolling fees
Alcohol 79,215
25,024
81,703
- Others 17,382 15,122
P=3,526,810 P=4,073,614
-
____________________________________________________________________________________
19. Cost of Sales
The components of cost of sales as of March 31 are as
follows:
2012 2011 (In Thousands)
Purchased of sugar (Note 6) Purchased of Molasses
P=856,583 0
3,804,655 63,938
Net changes in inventories ( Note 6) (376,265) (3,112,333)
Direct Labor 174,845 195,204 Cost of transporting cane to mill
509,722 591,312 Tolling fees 10,017 11,517 Manufacturing overhead
Repair and Maintenance 119,506 154,053 Depreciation 332,931 251,992
Energy cost 217,293 412,744 Outside services 61,025 71,421 Taxes
and licenses Material and consumables
56,663 192,593
40,826 190,468
Rent Provision for inventory loss
47,297 43,501
40,453 15,235
PDPA 225,972 340,784 Professional fee Others
2,227 35,507
1,569 250,865
P= 2,509,417 P=3,324,703
20. Operating Expenses
The components of general and administrative and selling
expenses as of March 31 are as follows:
2012 2011 (In Thousands)
Employee benefits (Note 20)
Outside service P=97,023
41,673
P=141,510
35,927 Taxes and licenses 120,996 32,464
Insurance Depreciation
Materials and consumables
Rental Provision for inventory loss
Professional fee
Gasoline and oil Travel and transportation
Corporate social responsibility Repair and maintenance
Corporate and stockholder expenses
Communication, Lights and Water Representation
Allocated cost
Training and development Transfer cost
Others Selling
15,582 26,261
11,216
8,948 6,737
6,639
5,957 5,792
2,344 3,992
2,148
5,447 844
1,240
141 30,804
34,573 12,807
22,550 21,926
14,770
12,932 18,906
8,655
6,618 6,810
4,058 4,423
2,275
4,132 1,213
(1,210)
907 22,800
33,003 2,027
P=441,166 P=396,705
-
21. Personnel Costs
The components of employee benefits as of March 31 are as
follows:
2012 2011
(In Thousands) Salaries and wages (Notes 19 and 20) P=220,341
P=253,288
Allowances and other employee
benefits (Notes 19 and 20) 32,446
57,615
Pension costs (Note 19 and 20) 19,081 25,811
P=271,868 P=336,714
22. Other Operating Income - Net
The components of other operating income as of December 31 are
as follows:
2011 2010
(In Thousands)
Recovery from Insurance and performance bond 39,446 18,896
Sale of scrap 6,618 22,839 Foreign exchange gains (losses) net
(5,619) 441
Sugar and molasses handling fee
Storage fee and penalty Others
6,997
4,449 10,650
3,031
452 5,826
P=62,541 P=51,484
In 2010 recovery from insurance claim pertains to the amount
collected from the insurer, which represents recovery from
irreparable equipment.
In November 2011, CADPI was able to refund the performance bond
relative to sugar importation
from National Food Authority amounting to P=28.4 million.
23. Income Taxes
March 31, 2012 September 30, 2011
(In Thousands)
Deferred income tax assets on:
Allowance for: Impairment of receivables (Note 5) P=4,793
P=5,772
Sugar inventory losses (Note 6) 4,021 Inventory obsolescence
(Note 6) 20,712 12,603 Pension benefit obligation (Note 16)
Unamortized past service cost 56,371 Unrealized foreign exchange
loss 726 NOLCO 7,364 Unrealized gross profit on inventory 14,657
Excess MCIT 4,254 30,252 101,021
-
Deferred income tax liabilities on:
Revaluation increment on properties (Note 24)
(696,231) (696,231)
Unamortized capitalized interest (Note 9) (80,090) (143,087)
Pension plan assets (Note 16) (38,309) (38,309)
(814,630) (877,627)
Net deferred income tax assets (liabilities) (P=784,378)
(P=776,606)
24. Equity
a. Share capital and treasury shares
Details of share capital and treasury shares as at March 31,
2012 and September 30, 2011:
Number of Shares
Amounts in 000
Authorized common shares Capital A at P= 1 par value each
1,500,000,000
P= 1,500,000
Issued common shares Class A 1,168,976,425 P= 1,168,976 Treasury
shares (259,424,189) (768,860)
Issued and outstanding 909,552,236 P= 400,116
As of June 30, 2009, reacquired shares of the Parent Company
under its Share Buy Back Program totaled to 259,424,189 shares at
cost of P768.9 million. There were no reacquisition of shares as
of
March 31, 2012 and September 30, 2011.
Reacquisition of shares by the Parent Company on its Share Buy
Back Program follow:
Number of Cost Year Reacquired Shares (In Thousands)
2009 8,094,000 P=29,153
2008 196,322,949 675,940 2007 and previous years 55,007,240
63,767
259,424,189 P=768,860
b. Retained earnings
Restricted retained earnings The following amounts of retained
earnings as at March 31, 2012 and September 30, 2011 are not
available for dividend declaration:
(In Thousands) Treasury shares P=768,860 Pension plan asset -
net of deferred income tax liability (Note 15)
98,319
P=867,179
-
Dividend declaration
Cash dividends declared by the Company from retained earnings
during the years ended
June 30, 2009 and 2008 follow:
Date Approved
Per
Share
Total Amount
(In Thousands)
Stockholders of
Record Date
Date Paid/Issued
June 24, 2009 P=0.06 P=54,575 July 15, 2009 July 31, 2009
October 3, 2008 0.06 54,575 October 15, 2008 October 31,
2008
No dividends were declared by the Company in 2010.
c. Share prices
The principal market for the Companys shares of stock is the
Philippine Stock Exchange. The high and low trading prices of the
Companys shares for each quarter within the two fiscal years are as
follows:
25 Income per Share
Income per share as of March 31 is computed as follows:
2012 2011
(In Thousands, except EPS)
Net Income for the year attributable to the
equity holders of the Parent Company
P=331,091
P= 246,544
Weighted average number of common shares outstanding
909,552
909,552
Basic/diluted Loss per Share P=364.02 P=271.06
There are no potential dilutive common shares as at March 31,
2012 and 2011.
26. Seasonality of Operations
Demand for raw and refined sugar products are significantly
influenced by seasons of the year. The
seasonality also influences production and inventory levels and
product prices. Annual repairs and maintenance are performed before
the start of the milling, which is normally in the first and
second
quarter of the crop/financial year.
27. Financial Instruments
Quarter High Low
January 2012 through March 2012
October 2011 through December 2011
P=3.85
3.10
P=3.40
2.35
July 2011 through September 2011 3.49 2.39
-
The Groups principal financial instruments comprise of cash and
cash equivalents, trade receivables, and accounts payable and
accrued expenses, which arise directly from its operations. The
Group has other financial instruments such as advances to employees
and a related party, dividends payable and
short and long-term borrowings.
The main risks arising from the Groups financial instruments are
liquidity risk, credit risk, interest rate risk and foreign
currency risk. The Group monitors the market price risk arising
from all financial instruments. The Group is also exposed to
commodity price risk. Risk management is
carried out by the President and Chief Finance Officer under the
direction of the BOD of the
Company.
The qualitative and quantitative disclosures on risks associated
with the Groups financial instruments and the related risk
management processes and procedures are disclosed in the annual
consolidated
financial statements as at September 31, 2011
28. Segment Information
The Groups identified operating segments, which are consistent
with the segments reported to the senior management, are as
follows:
a. RHI, a diversified holding and investment corporation with
specific focus on sugar milling and
refining business. It provides management services to its
subsidiaries, particularly CADPI, CACI
and RBC.
b. CADPI, which is engaged in the business of producing,
marketing and selling raw and refined
sugar, molasses and other related products or by-products and
offers tolling services to traders and planters. It has a raw sugar
milling and refinery plant located in Nasugbu, Batangas with
daily
cane capacity of 13,000 metric tons as of March 31, 2012. CADPIs
raw sugar milling is involved in the extraction of juices from the
canes to form sweet granular sugar which is light
brown to yellowish in color. Canes are sourced from both
district and non-district planters and
are milled by CADPI under a production sharing agreement (see
Note 16). The refinery operation, on the other hand, involves the
processing of raw sugar (mill share and purchased) into refined
sugar, a lustrous white-colored sugar. To ensure maximum
utilization of the refinery, CADPI
also offers tolling services, which converts raw sugar owned by
planters and traders into refined sugar in consideration for a
tolling fee.
c. CACI, which produces raw sugar and molasses and to trade the
same on wholesale/retail basis. It also sells refined sugar upon
tolling its raw sugar with other sugar mills. Its sugar milling
plant,
which has a similar process with CADPI and has a daily cane
capacity of 18,000 metric tons as of
March 31, 2012 and 2011, is located in La Carlota City, Negros
Occidental.
d. RBC, established to engage in the business of producing,
marketing and selling of bio-ethanol
fuel, both hydrous and anhydrous products from sugarcane and
related raw materials. Its plant facility is located in La Carlota
City, Negros Occidental.
e. CFSI, established to engage in the business of transporting
sugar cane, sugar and its by-products including all kinds of
commercial cargoes to and from sugar factories, sugar
refineries, millsites or warehouses and/or similar
establishments by land. CFSI currently caters various planters in
Batangas, Negros, and other provincial areas in Visayas and
Southern Luzon.
-
The segment information of the Group is disclosed in the annual
consolidated financial statements
as at September 30, 2011.
29. The Nature and Amount of Items Affecting Assets,
Liabilities, Equity, Net Income, or Cash
Flows that are Unusual Because of their Nature, Size or
Incidence
Other than those disclosed in the each notes to the unaudited
interim condensed consolidated financial statements, if any, there
are no assets, liabilities, equity, net income or cash flows that
are unusual
because of their nature, size or incidents.
30. The Nature and Amount of Changes in Estimates of Amounts
Reported in Prior Interim Period
of the Current Year or Changes in Estimates of Amounts Reported
in Prior Years, if those Changes Have a Material Effect in the
Current Interim Period
There are no significant changes in estimates reported in prior
interim periods of the current year or changes in estimates
reported in prior years, which are considered to have material
effect on the
unaudited interim condensed consolidated financial
statements.
-
ROXAS HOLDINGS, INC. AND SUBSIDIARIES
AGING OF TRADE AND OTHER RECEIVABLES
MARCH 31, 2012
1 - 30 days 31 - 60 days 60 - 90 days 91 days over Total
Trade 336,532,306 212,882,365 14,461,000 126,730,043
690,605,713
Advances to platers, trucker and contractors 5,466,924 2,605,927
423,013 39,981,244 48,477,108
Advances to related parties 3,115 - 57,175 89,821,306
89,881,596
Advances to laborers and employees 3,527,394 9,894,041
11,481,038 15,908,700 40,811,172
Others 55,526 3,918,431 10,207,274 14,181,231
Total 345,529,739 225,437,859 30,340,657 282,648,566
883,956,821
Allowance for impairment (21,248,898)
Trade and other receivables, net 862,707,923
-
ANNEX B Roxas Holdings, Inc. and Subsidiaries
MANAGEMENT DISCUSSION AND ANALYSIS
OR PLAN OF OPERATIONS
Second Quarter Ending March 31, 2012 and 2011
-
MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
INTERIM RESULTS 2ND QUARTER CY 2011-2012 versus CY 2010-2011
Change in Crop Year
On February 02, 2011, the Board of Directors (BOD) of Roxas
Holdings, Inc. and subsidiaries (the
Group or Company) approved the amendment on the Groups By-Laws
changing the accounting period from fiscal year ending June 30 to
September 30 of each year. The change was intended to align
the fiscal year of the Group with the normal crop year of the
sugar business. The change was
subsequently approved by the Securities and Exchange Commission
(SEC) on March 03, 2011, while the
Companys subsidiaries were approved by the SEC on various dates
in 2011.
Results of Operations
Batangas Operations
On November 17, 2011, the mill operations of Central Azucarera
Don Pedro, Inc. (CADPI) started 21
days ahead from last year. Thus, increasing cane tonnage by 13%
as of March 31, 2012. Total tonnage
went up to 1,349,943 MT from last years 1,189,849 MT,
accordingly increasing raw sugar production to 2,366,622 Lkg. from
2,112,208 Lkg. despite decrease in recovery to 1.75 Lkg/TC from
1.78 Lkg/TC.
Refined production this year is lower by 4% from 1,861,958 Lkg.
to 1,791,160 Lkg, due to shorter
operating period this year.
Negros Operations
Central Azucarera de La Carlota, Inc. (CACI) had a good start in
its milling operations in October 2011.
Cane tonnage was up this year with 1,714,987 MT, a 6% increase
from 1,619,933 MT last year. Coupled
with higher production yield this period at 1.99 Lkg/TC, raw
production likewise surge to 3,409,034 Lkg.
from previous years 3,051,228 Lkg. at 1.90 Lkg/TC.
Revenues
The Group ended its second half with consolidated total revenues
of P3.527 billion, 13% lower from
previous years P4.074 billion, as restated, on the account
principally of high sugar prices in prior year. Average sugar
prices in the current period amounted to P2,116 and P1,342 for
refined and raw sugar,
respectively as against P2,339 for refined and P2,210 for raw
sugar in the previous year.
In spite of the decrease in total revenues and average selling
prices of sugar, consolidated raw sales
volume went up from 800,000 Lkg in 2011 to 933,000 Lkg in 2012.
Sometime in 2011, the Sugar
Regulatory Administration (SRA) allowed the exportation of raw
sugar to help the mills recover a bit in
the sudden drop in sugar prices due to unexpected overflow of
cane supply in previous crop year. The
Group was able to sell raws to Japan and Korea during the crop
year.
The Group benefited from the remaining high priced forward
contracts from last crop year, as it contained
the negative impact of slow withdrawal and lower selling prices
this period. Refined sales volume
dropped to 749,000 Lkg. from 854,000 Lkg. in prior year.
-
Cost of Sales
High tonnage and raw production this period combined with cost
containment measures brought higher
margins for the Roxas Group at 29% as of March 2012 versus 18%
same period last year.
The Group posted a reduction of P816 million or 25% in Cost of
Sales, which pertains to substantial drop
in energy cost, hauling expense, labor and labor related costs,
repairs and maintenance, etc.
Energy cost went down to P217 million from P413 million in
previous year due to reduction in bunker
usage. Energy imbalance caused by the increased capacity of the
mills, low cane fiber and slow start in
milling operation in prior period contributed to high bunker
usage in CY 2010-2011. The use of more
cost efficient bio fuels this year contained bunker usage.
Moreover, the Group reduced its costs of repairs and
maintenance, labor and labor related expenses due to
retirement of employees and hauling expenses. Fierce competition
over canes in Negros last year, pushed
hauling expenses up by providing higher incentives.
Total Cost of Sales in 2012 amounts to P2.509 billion compared
to P3.325 billion in 2011.
Other Operating Income
Consolidated Other Operating Income increased by 24% to P63
million in 2012 from P51 million in 2011
due to refund of performance bond from sugar importation in 2010
by CADPI amounting to P28 million
and gain from insurance claim of P8 million from a damaged turbo
generator of CACI.
Operating Expenses
Despite cost containment measures of the Group, total operating
expenses went up by 11% to P441
million from P397 million in prior year. The increase was
brought about by the accrual of P85 million in
potential tax deficiency of CADPI due to a BIR assessment which
the Group believes has no basis.
Equity in Net Earnings (Loss) of an Associate
The Group shared in the net loss of an associate,
Hawaiian-Philippines Company (HPCo) for the first half
of the crop year. This amounts to P18 million in equity in net
loss as compared to P58 million in earnings
in prior year. HPCo.s cane tonnage and sales went down this
year.
Financing Costs, net
The slight decrease in consolidated financing costs, net was due
to lower loan principal this year due to
payment of maturing obligations. Consolidated financing costs,
net amounted to P267 million from P295
million in last year.
Provision for Taxes, net
Provision for taxes this period amounted to P22 million due
minimum corporate income tax of sugar
subsidiaries. In 2011, the subsidiaries recognized NOLCO as
deferred tax asset.
-
Consolidated Net Income
The Group ended the period with a consolidated net income of
P332 million, a 35% improvement from
prior years P246 million as restated. The year to date March
2012 net income is equivalent to an Earnings Per Share (EPS) of
P0.44 versus P0.27 in 2011 as restated.
Earnings before interest, taxes, depreciation and
amortization