- Maxs Group Inc. Investor Relations
Transcription
- Maxs Group Inc. Investor Relations
SEC Number: A2000-03008 File Number MAX’S GROUP, INC. _________________________________________________ (Company’s Full Name) 11/F Ecoplaza Building 2305 Chino Roces Avenue Extension Makati City ______________________________________ (Company’s Address) (632) 784-9000 ______________________________________ (Telephone Number) December 31 ______________________________________ (Calendar Year Ending) (month and day) Form 17-A Annual Report ______________________________________ Form Type ______________________________________ Amendment Designation (If applicable) December 31, 2014 ______________________________________ Period Ended Date ______________________________________ (Secondary License Type and File Number) SECURITIES AND EXCHANGE COMMISSION SEC FORM 17-A ANNUAL REPORT PURSUANT TO SECTION 17 OF THE SECURITIES REGULATION CODE AND SECTION 141 OF CORPORATION CODE OF THE PHILIPPINES 1. For the year ended December 31, 2014 2. SEC Identification Number A2000-03008 3. BIR Tax Identification No. 205-357-210-000 4. Exact name of registrant as specified in its charter MAX’S GROUP, INC. 5. Manila, Philippines Province, Country or other jurisdiction of incorporation or organization 6. (SEC Use Only) Industry Classification Code: 7. 11/F Ecoplaza Building, 2305 Chino Roces Avenue Ext., Makati City Address of principal office 1231 Postal Code 8. (632) 784-9000 Registrant's telephone number including area code 9. Pancake House, Inc., 2259 Chino Roces Avenue Ext., Makati City Former name, former address, and former fiscal year, if changed since last report 10. Securities registered pursuant to Sections 8 and 12 of the SRC, or Sec. 4 and 8 of the RSA Title of Each Class Max’s Group, Inc. Common Stock Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding 1,087,082,024 Shares 11. Are any or all of these securities listed on the Philippine Stock Exchange. Yes [ x ] No [ ] If yes, state the name of such stock exchange and the classes of securities listed therein: Philippine Stock Exchange Common shares 12. Check whether the issuer: (a) has filed all reports required to be filed by Section 17 of the SRC and SRC Rule 17 thereunder or Section 11 of the RSA and RSA Rule 11 (a)-1 thereunder, and Sections 26 and 141 of The Corporation Code of the Philippines during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); Yes [ X ] No [ ] (b) has been subject to such filing requirements for the past 90 days. Yes [ ] No [ X ] 13. State the aggregate market value of the voting stock held by non-affiliates of the registrant. The aggregate market value shall be computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of a specified date within sixty (60) days prior to the date of filing. If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances, provided the assumptions are set forth in this Form. Number of Shares Owned by Non-Affiliates (Public) Average Price as of March 31, 2015 Aggregate Market Value of Voting Stock Held by Non-Affiliates (Public) as of March 31, 2015 242,492,378 P29.46 P7,143,825,455.88 APPLICABLE ONLY TO ISSUERS INVOLVED IN INSOLVENCY/SUSPENSION OF PAYMENTS PROCEEDINGS DURING THE PRECEDING FIVE YEARS. 14. Check whether the issuer has filed all documents and reports required to be filed by Section 17 of the Code subsequent to the distribution of securities under a plan confirmed by a court or the Commission. Yes [ X ] No [ ] DOCUMENTS INCORPORATED BY REFERENCE 15. If any of the following documents are incorporated by reference, briefly describe them and identify the part of SEC Form 17-A into which the document is incorporated: (Not Applicable) (a) Any annual report to security holders; (b) Any proxy or information statement filed pursuant to SRC Rule 8.1-1. (c) Any prospectus filed pursuant to SRC Rule 8.1-1. MAX’S GROUP, INC. TABLE OF CONTENTS SEC FORM 17-A Page PART I - BUSINESS AND GENERAL INFORMATION Item Item Item Item 1. 2 3 4 Business Properties Legal Proceedings Submission of Matters to a Vote of Security Holders 1-30 30-48 49-51 51 PART II - OPERATIONAL AND FINANCIAL INFORMATION Item 5 Item 6 Item 7 Item 8 Market for Issuer’s Common Equity and Related Stockholder Matters Management’s Discussion and Analysis or Plan of Operation Financial Statements Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 52-54 54-67 67 67 PART III - CONTROL AND COMPENSATION INFORMATION Item 9 Item 10 Item 11 Item 12 Directors and Executive Officers of the Issuer Executive Compensation Security Ownership of Certain Beneficial Owners and Management Certain Relationships and Related Transactions 68-73 74-75 75-77 77-78 PART IV - EXHIBITS AND SCHEDULES Item 13 a. Exhibits and Reports on SEC Form 17-C (Current Report) 79-82 SIGNATURES 83 STATEMENT OF MANAGEMENT’S RESPONSIBILITY FOR SEPARATE FINANCIAL STATEMENTS 84 INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY SCHEDULES 85 PART I - BUSINESS AND GENERAL INFORMATION Item 1. Business Nature of Business and Brief Historical Background The Company In 2014, the Company underwent a change in control and significant expansion of its business and operations. After the completion of a tender offer to acquire the shares of the public shareholders and the disposition by Pancake House Holdings, Inc. and the Aureos Group of their respective interests in the Company on February 24, 2014, the MGOC Shareholders beneficially took control of approximately 89.95% of the Company and subsequently integrated all of their interest in the Max’s Entities into the Company. With the combination of all 14 brands under its portfolio, the Company secured its position as the leader in the casual dining full-service restaurant industry in the Philippines. Since its incorporation in March 2000, the Company’s operating history can be characterized by a successful track record of developing, acquiring, managing and franchising restaurants under numerous well-known brands. The Company’s leading brands, Max’s Restaurant, Pancake House, Yellow Cab and Krispy Kreme remain at the forefront of the business. The Company’s operation of global brands Krispy Kreme and Jamba Juice in the Philippines also allowed these brands to gain a strong foothold in the Philippines and even benchmark themselves internationally in terms of product quality and development. Teriyaki Boy and Dencio’s continue to enjoy a high level awareness and specialty brands Maple, Kabisera ng Dencio’s, Sizzlin’ Steak, Le Coeur De France and Singkit have gained ground over their years of operation and still exhibit a considerable potential for growth. All together, the brands complement one another and command growing loyalty among their respective niches in the casual dining market. The Star Brands Max’s Restaurant Max’s Restaurant is the Company’s flagship brand. The rich heritage and trusted brand of Max’s Restaurant comes from a proven track record in delivering world-class food with the best quality of customer service. With almost 70 years of experience, the brand’s popularity is evidenced by Max’s Restaurants’ clear dominance of its market segment. Based on Euromonitor’s report, it ranks no. 1 with a market share of 14.4% in the chained full service restaurant category. Max’s is a brand driven by passion and excellence. It is a Filipino tradition passed down from generation to generation, serving excellent food and creating the best customer experience which has enabled it to continue to grow. It is a restaurant that bears witness to the Filipinos’ love of food, family and celebrations. It started as a family-oriented destination but has evolved and adapted to the changing Filipino lifestyle and dining behavior. 1 Max’s Restaurant has different store formats and flexibility of menu, which enables it to cater to different customer appetites, preferences and paying capacity. It has consistently sustained its market relevance by keeping its commitment to food quality and service and value-for-money proposition in an ever-changing consumer landscape and remains to be a trusted brand. Max’s core product, the fried chicken, comes from a secret recipe that has been passed on through generations. Its crispy skin and delicious, tender meat allow the diners to consume it all the way to the bone, prompting the adoption of the brand’s official tagline, “Sarap to the bones.” The name Max’s is almost synonymous to fried chicken in the Philippines. In addition, Max’s Restaurant counts among its bestsellers classic Filipino favorites like kare- kare, crispy pata, pancit canton and lumpia. The following table sets forth the total number of stores as of the end of the years 2012 up to 2014: Stores 2012 2013 2014 Company Owned Franchised International Total 73 61 13 147 74 63 14 151 78 66 15 159 Pancake House The first Pancake House restaurant opened in Magallanes in 1970 and since then, Pancake House established itself as a reputable Philippine food brand by introducing freshly made pancakes and waffles in varied flavors to a predominantly rice-based consuming market. Eight years later, it successful launched its first franchised outlet in Greenhills, San Juan, and thereafter, more Pancake House outlets – both company-owned and franchised – opened in strategic sites. Over the years, Pancake House continued to grow and set up company- owned and franchised restaurants throughout the country. The brand became strongly associated with delicious comfort food, warm personalized service, and a homey atmosphere for diners. The company expanded its operations steadily, requiring the setting up of a central commissary to support the logistical and operational needs of the growing number of restaurants. The brand has been consistently equated with “comfort food” through the enduring appeal of its bestsellers, pancakes, waffles, pan chicken, tacos and spaghetti, which are constantly complemented by newer favorites that are aligned with its promise of always “Bringing Home Goodness”. The Company continuously makes the brand relevant by introducing new items in the menu, which adds to the variety that its customers look forward to, and eventually become their new favorites. Based on Company-commissioned research conducted by TNS in 2013 entitled “Understanding the Casual Dining Industry,” Pancake House is considered as “Best in Pancakes.” 2 Commencing in 2014, the Company has initiated programs that will give the brand a new look, update the store design and improve the customer experience. It continues to reinforce its image as a brand that remains fresh and evolving with the continuously changing tastes and preferences of the consumers while capitalizing on the all-day dining appeal of Pancake House. Besides Company-owned stores, Pancake House also owns and operates several Joint Venture companies to hold its investments in Pancake House Franchises: Name of Joint Venture Company/Partner % JV Stores Date Established/Start of Commercial Operations PCK-MTB, Inc. Pancake House, Inc. 60% MTB Culinary, Inc. 40% Harbourview, CCP Incorporated on 1/05 Started operations in 4/05 PCK Bel-Air, Inc. Pancake House, Inc. 51% IFS Realty Managers & Agents Inc. 49% Rockwell, Bel-Air One Destination, Tagaytay Incorporated on 2/05 Started operations in 4/05 Cash & Carry Incorporated on 11/07 Started operations in 11/07 PCK MSC, Inc. Pancake House, Inc. Makati Supermarket, Inc. 50% 50% PCK Boracay, Inc. Pancake House, Inc. 60% Ma. Rosanna P. Velhagen 20% Bernadette C. Abierra 20% D’ Mall, Boracay Incorporated on 06/09 Started operations in 10/10 PCK LFI, Inc. Pancake House, Inc. 70% Makati Medical Center Londay Food, Inc. 30% Incorporated on 01/11 Started operations on 04/11 PCK-N3, Inc. Pancake House, Inc. LVC Food Inc. 51% 49% NAIA Terminal 3 3 Incorporated on 01/11 Started operations on 05/11 The following table sets forth the total number of stores as of the end of the years 2012 up to 2014: Stores 2012 2013 2014 Company Owned Franchised Joint Venture International Total 35 50 12 6 103 36 59 11 6 112 43 59 7 7 116 Yellow Cab Yellow Cab is a key brand in the pizza category, which the Company believes has the biggest growth opportunity, both domestically and internationally. On account of the brand’s very strong association with its brand cues--the checkers, the color yellow, Vespa bikes used for delivery and its industrial-look pizza box--it is in a unique position to grow its market share. Yellow Cab primarily serves New York-style premium pizza in a fast casual dining setting. Its popular products include New York’s Finest pizza, Dear Darla pizza, Charlie Chan Chicken Pasta, “hot wings,” “baked potato wedges” and ice cream. With its large portion sizes and premium pricing, Yellow Cab mainly targets groups in the mid-market and upper- markets customer segments. To address the growing need of quick, personal sized meals, Yellow Cab introduced the My Size Folded Pizzas with unique variants. Targeting the millennials, the segment of the population with an increasing purchasing power, the brand continuously innovates premium products to entice and excite customers to frequent Yellow Cab stores. Yellow Cab was first established in 2001 with its first store located in Makati Ave. In 2002, the first local franchise store opened in Tomas Morato and had its first international franchisee in 2007. The following table sets forth the total number of stores as of the end of the years 2012 up to 2014: Stores 2012 2013 2014 Company Owned Franchised Joint Venture International Total 82 15 2 2 101 85 15 2 6 108 95 13 2 6 116 4 As part of Yellow Cab’s expansion strategy to reach provincial markets, it partnered with investors to own and operate a Yellow Cab store in a key location: Name of Joint Venture Company/Partner % Ownership JV Store Date Established/ Start of Operations YCPI Pizza Ventures, Inc. Yellow Cab Food Corp. Incorporated on 11/12 55% Laoag Papad, Inc. 45% Started operations on 12/12 Krispy Kreme Krispy Kreme Philippines holds the exclusive license to operate Krispy Kreme in the Philippines. Krispy Kreme is an international retailer of premium-quality sweet treats, including its hot melt in-your-mouth Original Glazed doughnut. Headquartered in Winston- Salem, North Carolina, USA, the brand has offered the highest-quality doughnuts and great- tasting coffee since it was founded in 1937. The Krispy Kreme brand has several unique elements that have helped create a special bond with its customers. The doughnuts, the signature product of the brand, which are made from a secret recipe, have a one of a kind taste that generations of loyal customers have grown to love. In order to enhance the appeal of the brand across all customer segments and generate continued excitement for the brand’s products, initiatives have been taken by Krispy Kreme Philippines to spearhead growth, including prompting the strategic alliance with Hershey’s for the development of new flavors and products for the Krispy Kreme brand in the Philippines. It is this local initiative that was taken up by Krispy Kreme International and was promoted globally. Krispy Kreme Philippines also claimed a “firsts” for itself when its branch in Greenhills being hailed as the First Drive thru in Asia when it opened in 2007. Krispy Kreme International has consistently recognized the Philippine operations for its excellence in hospitality/service, product quality, marketing, and operations and as such has requested assistance in providing training and support for 7 international markets. Krispy Kreme has achieved a nationwide appeal and has been able to penetrate the market outside Metro Manila to become a nationwide brand. The Company makes a conscious effort to cause Krispy Kreme Philippines to operate the brand and offer products in a manner that will make them become part of a lifestyle. 5 The following table sets forth the total number of stores as of the end of the years 2012 up to 2014: Stores 2012 2013 2014 Company Owned Total 39 39 47 47 61 61 The Reinvigorate Brands Teriyaki Boy The Company owns 70% of Teriyaki Boy Group, Inc. (“TBGI”), whose brand Teriyaki Boy remains number one in Japanese casual food service in terms of number of stores. A Usage Attitude Image (UAI) study conducted by an independent research agency reported that Teriyaki Boy’s recall as a Japanese restaurant among the 18-36 ABC Manila segment is at a high of 93%. Teriyaki Boy remains popular for its family-oriented restaurants offering a wide variety of affordable, Japanese food. TBGI is in the process of implementing an aggressive rebranding campaign, which aims to bring back the authenticity of an affordable Japanese dining experience. This involves an enhancement of its menu and updating of its logo and interiors, thus communicating the brand’s thrust of keeping pace with its young and discriminating market. Consistent with these efforts, TBGI has also tapped a Japanese chef to create exciting new dishes and maintain high levels of quality in ingredients and cooking procedures. Improved products are also being introduced to increase the brand’s value proposition, which is expected to translate to a higher transaction count. In July, 2014, Teriyaki Boy launched its Teriyaki Bowls promo systemwide, and, is being rolled out to all Teriyaki Boy stores in the 2nd half of 2014. Additional promos “Make-Your-Own-Bento” and the “P99 Ramen” are also being introduced. The original founder, Mr. Bryan Tiu, has been active in working with the Group in helping revitalize the brand and increase its value proposition of affordable Japanese dining. Mr. Tiu also holds 30% of TBGI. Teriyaki Boy stores are targeted toward locations that assure market sustainability, and a periodic assessment of existing store locations is done by the Company. 6 TBGI owns several Joint Venture/Subsidiary Companies to operate Teriyaki Boy Franchisees: % Name of Joint Venture Company/Partner Date Established/ Ownership JV Store Start of Operations TBGI-Marilao, Inc. Teriyaki Boy Group, Inc. 51% IFS Realty Managers & Agents, Inc. Petron Marilao 49% Incorporated on 11/06 Started operations in 07/06 TBGI-Tagaytay, Inc. Teriyaki Boy Group, Inc. 40% AnalynTolentino 40% Ian Henry Cang 20% Incorporated on 07/06 Started operations in 11/06 Tagaytay TBGI-Trinoma, Inc. Teriyaki Boy Group, Inc. 60% Azenith Holdings, Inc. 40% Trinoma Mall Incorporated on 03/07 Started operations in 05/07 Cash & Carry Incorporated on 11/07 Started operations in 12/07 TBOY-MS, Inc. Teriyaki Boy Group, Inc. 50% Makati Supermarket Corp. 50% PCK-Palawan, Inc. Pancake House, Inc. 60% Wilcon, Visayas Avenue Incorporated on 06/12 Started operations in 07/04 Calanoc& Sons Dev. Co. 40% Robinsons Palawan Incorporated on 06/12 Started operations in 07/12 The following table sets forth the total number of stores as of the end of the years 2012 up to 2014: Stores 2012 2013 2014 Company Owned Franchised Joint Venture Total 18 11 6 35 20 11 6 37 19 8 5 32 7 Dencio’s The Company acquired Dencio’s in 2004. Having popularized the restobar concept, it has evolved into a Filipino favorite popular among families, balikbayans and professionals alike. Its appeal is based on its signature Filipino dishes like sisig, complemented by a variety of drinks in a relaxed ambiance that distinguish its restaurants as a choice destination. The Company aims to have a Dencio’s restaurant in key cities nationwide, and plans to open 2 to 3 new restaurants every year for the next 5 years. The Company has initiated the revitalization of Dencio’s with the participation of its original founder, Mr. Dennis Nakpil. The Company owns and operates one joint venture company, DFSI-One Nakpil, Inc. to hold its investment in an outlet located at Harbour Square at the Cultural Center of the Philippines Complex, which started operations in April 2005. The Company owns and operates one Joint Venture company to hold its investment in a franchised outlet: Name of Joint Venture Company/Partner % Ownership JV Store Date Established/ Start of Operations DFSI-One Nakpil, Inc. Pancake House, Inc. 60% Incorporated on 1/05 Harbour Square, CCP One Nakpil Global Ventures, Inc. Started operations in 4/05 40% The following table sets forth the total number of stores as of the end of the years 2012 up to 2014: Stores 2012 2013 2014 Franchised Joint Venture Total 14 1 15 14 1 15 10 1 11 Sizzlin’ Steak Sizzlin’ Steak is a homegrown brand operated by TBGI. It offers high quality beef, special sauces, and a hot-plate system, served within an environment that puts a premium on product quality and service speed. After piloting a new format for an existing store proved successful, some stores are being reformatted to undertake more of the same type of operations with a new menu design. 8 The following table sets forth the total number of stores as of the end of the years 2012 up to 2014: Stores 2012 2013 2014 Company Owned Franchised Total 15 3 18 14 2 16 11 2 13 The Niche Brands Jamba Juice Fresh Healthy Juice Boosters, Inc. holds the license to operate Jamba Juice in the Philippines. Founded in California, USA, back in the 1990s, Jamba Juice is the leading healthy active lifestyle brand with over 800 stores worldwide. The brand continues to target a growing market that values an active and healthy lifestyle. The Company believes that Jamba Juice is well positioned to capitalize on the growing trend toward health and wellness. Jamba Juice Philippines most popular product is its wide selection of all-natural, whole-fruit “better-for-you” beverages. It offers whole-fruit smoothies, freshly squeezed fruit juices, “fruitand-veggie” smoothies, steel cut organic oatmeal, fruit parfait and baked goods. The following table sets forth the total number of stores as of the end of the years 2012 up to 2014: Stores 2012 2013 2014 Company Owned Total 6 6 9 9 15 15 Le Coeur de France In February 2008, the Company acquired Boulangerie Francaise, Inc., which owns and operates Le Coeur de France. With a name that means “The Heart of France,” Le Coeur de France is a French-inspired coffee shop, restaurant, and boulangerie that offers assorted artisan breads baked fresh daily. Its menu also consists of soups, pasta, gourmet sandwiches, and pastries. It also supplies baked products to other institutions on a wholesale basis. The Company’s plans for Le Coeur de France include repositioning the brand and rationalizing its store network to target key strategic communities. 9 The following table sets forth the total number of stores as of the end of the years 2012 up to 2014: Stores 2012 2013 2014 Company Owned Total 11 11 13 13 13 13 Kabisera ng Dencio’s In May 2008, the Company established an upscale arm “Kabisera ng Dencio’s” to build on the Dencio’s brand, offering premium-quality Filipino cuisine to the high-end market. Kabisera has since grown into its own identity as a go-to dining establishment, providing a premium Filipino dining experience, a place where foreigners and young professionals enjoy unwinding over drinks and exceptional Filipino food. Kabisera ng Dencio’s is located in Bonifacio High Street, Bonifacio Global City in the City of Taguig, Metro Manila. Consistent with the aspiration of the shareholders and management, the Company plans to expand the operations of Kabisera ng Dencio’s to showcase the best of authentic Filipino cuisine in an upscale, contemporary format. Maple Maple was conceptualized and introduced by the Company to seize new opportunities in a growing affluent dining market. With a wide array of choices that build on flavors found in the coastal towns of America, Maple brings the best of elevated American comfort food to the tables of its four branches. These are located in Makati, Alabang, Ortigas and Cebu. Maple is characterized by its warm interiors, big servings and premium food offerings. The following table sets forth the total number of stores as of the end of the years 2012 up to 2014: Stores 2012 2013 2014 Company Owned Total 1 1 3 3 4 4 Other Brands Max’s Corner Bakery Max’s Corner Bakery was started by Ruby Trota in the early 1960s in Sucat, Paranaque. Famous for its caramel bars, the bakery started with dinner rolls which were known to perfectly complement Max's Fried Chicken, and provided the occasion cakes for all the special events hosted in Max’s Restaurants, from baptisms to birthdays to graduations and weddings. 10 The brand expanded by offering new products such as ensaymada, food-for-the-gods, and jelly rolls from its own designed bakery counter. From just being a supplier of Max’s Restaurants, it has become its own standalone brand with its own line of retail products with a growing contribution to Group revenues. Today, Max’s Corner Bakery offers “grab-and-go” bread, pastries, and cakes. It is currently located within the Max’s Restaurant outlets. Max’s Corner Bakery also caters to both retail and institutional clients like Philippine Airlines and major food establishments in the country. Plans are underway for Max’s Corner Bakery to locate in supermarkets and other retail establishments. The Chicken Rice Shop The Chicken Rice Shop is a chain of HALAL quick service restaurants that originated from Malaysia, with over 50 stores across Malaysia and Singapore. Through CRP Philippines, a joint venture entity, the Company brought the brand to the Philippines in 2011. It introduced specialty Asian chicken cooking styles, including Hainanese, roast, soy, and braised chicken. Starting off with a single outlet in 2011, it introduced its products to the market with the opening of 4 more outlets in 2012. It scaled-down operations in 2013 leaving only 2 outlets open. Due to operating losses, the Company closed both branches in September 2014. Revenue Sources The Company and its operating subsidiaries’ revenue sources, listed by size of contribution, are: (i) Restaurant sales from company-owned stores (includes dine-in, take-out & delivery and catering services); ii) Commissary sales to franchised stores; and iii) Fees from franchisees consisting of one-time franchise fees and continuing licensing fees. Revenue contributions by revenue source for 2012 to 2014 are as follows: In Millions Store Commissary Franchising 2012 2,832 467 132 2013 3,103 503 145 2014 4,191 518 156 Store Sales Store sales refers to items bought in the restaurant including delivery and are recognized when the related orders are served. The Company generates revenues from its stores from Dine-in, Take-out and Delivery. Majority of store sales come from Dine-in, with the exception of Yellow Cab where Delivery Sales is a significant contributor. Each brand follows different service formats depending on their respective market needs, products, and restaurant concepts. Most are table-serve, except for Yellow Cab, which is counter-serve. 11 Commissary Sales Commissary sales pertains to good sold to franchisees and external parties and are recognized upon delivery of orders. The commissaries use efficient and well-maintained equipment, and are able to produce all the requirements covering all the existing as well as additional stores. Since all commissaries supply the proprietary products and numerous other items essential to operating the stores, the Company is able to uphold the quality standards of every item served in all restaurants. Institutionalized processes and manufacturing methods further assure product consistency and quality. Franchise Income Franchise income is derived from fees charged for the use of continuing rights granted in accordance with the franchise agreement, or other services provided during the period of the franchise agreement. The Company generates one-time franchise and development agreement fees when a store is sold as a franchise. Following the franchise agreement terms and conditions, the Company, being the Franchisor, likewise generates continuing licensing fees for the use of the brand and the operating systems. Meanwhile, the Franchisor’s obligation is to support the Franchisees, uphold the integrity of the brand and its operating procedures, and assist in achieving the sustainable growth of the entire business. Enumerated below are the Franchise Fees and Continuing License Fees of the respective brands: Max’s Restaurant Continuing License Fee Advertising and Marketing Franchise Fee (exclusive of VAT) Franchise Term Renewal Term Pancake House Continuing License Fee Franchise Fee (exclusive of VAT) Franchise Term Renewal Term Yellow Cab Continuing License Fee Franchise Fee (exclusive of VAT) Franchise Term Renewal Term 5% of Gross Sales 3.5% of Gross Sales Php1,500,000.00 5 years Renewable twice, for 5 years each 10% of Net Sales inclusive of Marketing Php1,000,000.00 for first 200 sq.m. plus Php500,000.00 for each succeeding 200 sq.m. Initial term of 10 years Renewable for 5 years 9% of Net Sales inclusive of Marketing Php1,250,000.00 Initial term of 10 years Renewable for 5 years 12 Teriyaki Boy Continuing License Fee Franchise Fee (exclusive of VAT) Franchise Term Renewal Term Dencio’s Continuing License Fee Franchise Fee (exclusive of VAT) Franchise Term Renewal Term Sizzlin’ Steak Continuing License Fee Franchise Fee (exclusive of VAT) Franchise Term Renewal Term 10% of Net Sales inclusive of Marketing Php1,500,000.00 for first 200 sq.m. plus Php500,000.00 for each succeeding 200 sq.m. Initial term of 10 years Renewable for 5 years 9% of Net Sales inclusive of Marketing Php1,500,000.00 for first 200 sq.m. plus Php500,000.00 for each succeeding 200 sq.m. Initial term of 10 years Renewable for 5 years 10% of Net Sales inclusive of Marketing Php1,120,000.00 for first 200 sq.m. plus Php500,000.00 for each succeeding 200 sq.m. Initial term of 10 years Renewable for 5 years Principal Products Listed below are products to which every brand is known for and are considered the topsellers: Max’s • • • • • Restaurant Fried Chicken Kare-Kare Crispy Pata Pancit Canton Lumpia Pancake House • Pancakes and Waffles • Best Taco in Town • Pan Chicken • Spaghetti with Meat Sauce • Beef Tapa 13 Yellow • • • • • Cab New York’s Finest Manhattan Meat Lover’s Charlie Chan Chicken Pasta Four Seasons Dear Darla Krispy Kreme • Original Glazed Doughnut • Coffee Teriyaki Boy • Teriyaki Boy Chicken • California Roll • Katsudon • Ebi Tempura • Gyuniku Teriyaki Dencio’s/Kabisera ng Dencio’s • Sisig • Kare-Kare • Inihaw na Pusit • Inihaw na Liempo • Krispy Pata Sizzlin’ • • • • • Steak Beef Pepper Rice Beef Pepper Pasta Beef Kimchi Rice Beef Tapa Salmon Pepper Rice Le Coeur de France • Butter and Chocolate Croissant • Feuilletes • Banana Walnut Muffin • Garlic Bread • Cinnamon Rolls Jamba • • • Juice Banana Berry Smoothie Strawberries Wild Smoothie Peach Pleasure Smoothie 14 Maple • • • • • Max’s • • • Prime Rib Tapa Eggs Benedict The Maple Burger Spaetzle Jambalaya Huevos Rancheros Corner Bakery Caramel Bars Ensaymada Jelly Rolls Supply Chain and Commissary As of December 31, 2014, the Company owns and operates 4 commissaries and 2 warehouses that service substantially all of the Company’s supply requirements in the Philippines across its brands. No Bia and STI primarily supply to the outlets located throughout the Philippines. Both commissaries are situated within Metro Manila. The No Bia and STI commissaries are governed by the National Meat Inspection Service (“NMIS”) with yearly evaluation and accreditation. NMIS is responsible to implement policies and procedures and rules relative to production of raw materials local and imported, through the various stages of handling, inspection, processing, storage and preservation of such products. Both commissaries received an “AAA” accreditation as well as passed the “Current Good Manufacturing Practices” audit from the said agency. NMIS inspects the commissaries policies and procedures including layout and infrastructure and meat handling and processing procedures. To ensure compliance to NMIS standards, the agency’s officers are stationed in the commissaries regularly and monitor the operations of the commissaries. Aside from the NMIS certification, No Bia and STI commissaries also have HACCP certified products (Max’s Chicken and Max’s Crispy Pata). Accreditation is issued by Certification International, Phils. Inc., an affiliate of the British company Certification International U.K. Ltd. HACCP certification is based on the international code of practice and general principles of food hygiene, thus, ensuring the safety and suitability of food for consumption. All accreditations are handled directly by the commissaries. Operations Store Operations The Company believes operations to be a crucial function and the foundation of the Company’s staying power. Store operations are varied across the brands but are all founded on the principle of excellence, efficiency, and customer-centricity. Company-owned and franchised stores adhere to high standards of quality and are periodically reviewed for compliance. 15 Delivery System The Company utilizes delivery as a key customer touch point and as a means of promoting increased accessibility for all its brands. Business Development At the forefront of the Company’s growth strategy is business development. The Company continues to evaluate strategic acquisitions of other brands to add to its portfolio while aggressively expanding the footprint and rationalizing its current portfolio of brands. The Company is able to leverage on its assortment of brands to secure highly coveted sites and is able to gain priority in very competitive areas. With long standing relationships with residential and commercial real estate developers, the Company is able to locate in prime spots in malls and residential communities. The Company’s business development team constantly scans the domestic and international landscape to take advantage of emerging opportunities. Understanding its target market, the Company is able to address different market needs through its wide brand selection and various store formats. The Company believes in right-sizing its stores to the size of the market and intimate knowledge of the domestic and international terrain allows the Company to implement its targeted strategy. The Company also undertakes business development efforts in bringing international brands to the Philippines, as in the case of Jamba Juice, Krispy Kreme and The Chicken Rice Shop. With its proven and outstanding track record of operational excellence, the Company hopes to continue to be a preferred partner of international brand operators. The Company constantly evaluates the balance between developing brands organically and acquiring additional names for the portfolio. The Company considers the brands from a holistic perspective and evaluates how each complements the overall group strategy. Research & Development The Company relies on research and development for continuous product and process innovation, which the Company considers a priority in order to stay relevant in the fast changing industry landscape. Advertising and Marketing The Company communicates to its customers through advertising and marketing efforts. In addition to regular marketing activities, the Company launches special marketing campaigns to introduce new products and sustain customer interest in mainstay offerings. As a bigger organization, the Company has begun to experience the benefits of the corporate integration of the Company with the Max’s Entities. The Company is able to negotiate better terms for print, radio and TV advertising with its third party service providers and also expects to better implement bundling strategies, using the stronger brands to promote the emerging brands. 16 Finance, Accounting and Shared Services The Company continues to enhance its systems to centralize its finance and accounting division. While each business unit currently employs its own accounting systems, the central accounting division consolidates the information and processes the financial reports for use of management and regular external reporting requirements. The Company also continues to streamline its finance and accounting processes as it moves towards full integration of its business units. International Expansion The Company shall actively pursue new and underserved target markets, expanding the Company’s consumer base, particularly in the global space. Recognizing the immediate potential of the following brands to go global, the Company will be expanding Max’s Restaurant, Pancake House, Yellow Cab, Teriyaki Boy, Le Couer De France and Sizzlin’ Steak into the international market. Key Business Strategies The Company aspires to be the most-loved, top-of-mind restaurant group in the Philippines, providing a memorable dining experience to Filipinos and other markets domestically and overseas by leveraging its operational and management excellence and high standards of product and service quality. The Company intends to achieve this through the following: Grow existing brands to keep market leadership In view of expected growth in consumer spending in Metro Manila and in other key cities, the Company intends to intensify its efforts to grow the brands and maintain its market leadership. Focus on leading brands The Company will focus on its leading brands Max’s Restaurant and Pancake House, and increase the dominance of Krispy Kreme and Yellow Cab in their respective categories. By leveraging on the strength of these brands, the objective of the Company is to increase store network of these brands, introduce new formats and expand their product offerings to ensure the brands’ continued relevance and customer acceptance. Invigorate Dencio’s, Teriyaki Boy and Sizzlin Steak’ Building on the strength of the brands Dencio’s and Teriyaki Boy which continue to enjoy a strong brand recall, and the novelty introduced by Sizzlin’ Steak, the Company plans to reposition these brands and allow them to recapture the market categories which these brands pioneered. A component of this strategy includes rationalizing store formats, right-sizing and conversion to franchise or another brand. 17 Selectively expand niche brands In order to preserve the loyalty of the customers for niche brands Maple, Jamba Juice, Kabisera and Le Coeur de France, the Company will harness the potential of these brands by selectively expanding in choice locations and markets. Increase revenues by expanding international operations The Company shall actively pursue new and underserved target markets, expanding the Company’s consumer base, particularly in the global space. Recognizing the immediate potential of the following brands to go global, the Company will be expanding Max’s Restaurant, Pancake House, Yellow Cab, Teriyaki Boy, Le Couer De France and Sizzlin Steak’ into the international market. Complete the integration On 24 February 2014, the Max’s Group completed the acquisition of Pancake House and its portfolio of brands. The combination of the Max’s Group and Pancake House Group created the country’s leading chained casual dining group with aggregate revenues of P9.22 billion for the year ended December 31, 2013 and P4.58 billion for the six-month period ended June 30, 2014 (on a pro-forma basis). Having brought together two of the country’s largest and successful heritage brands that share a long history of brand recognition and innovation, customer loyalty, and proven track records for expansion, the combined business knowledge, expertise and best practices will be applied to the entire Company. Realize operating efficiencies of the larger combined group The Company shall continue to apply best market practices to its entire portfolio of brands and take advantage of operational synergies. Given a larger combined entity, the Company is in the process of effectively centralizing its backroom operations and shared service departments, such as finance and accounting, human resources, supply chain, marketing, project design and engineering, legal, procurement and information and technology units, which the Company believes shall result to cost savings and increased efficiency across the entire organization. Furthermore, the Company shall continue consolidating the commissaries for efficiency, standardization, and maintenance of product quality. 18 Additional accessibility to the consumer The Company intends to intensify its distribution platform consisting of its delivery service, curbside ordering facility, and online delivery systems for wider reach and to the customer. Augmenting the Company’s physical stores are its delivery services currently being employed by Max’s Restaurant, Pancake House, Teriyaki Boy, Yellow Cab and Krispy Kreme. Yellow Cab, in particular, has a single central number and 24-hour delivery, allowing its customers access to its products any time of the day. Max’s Restaurant’s online ordering system allows for the receipt of orders within and outside the Philippines for delivery of food and beverage products to loved ones in the Philippines. The Company plans to adopt a similar online ordering system for most of its brands by 2015, taking advantage of the increasing internet connectivity of consumers and the rising internet penetration rate in the Philippines, ultimately expanding the Company’s market reach. The Company shall also continue to expand its existing store network through Company- owned outlets and franchises, providing the market with increased accessibility and convenience. Centers to support dine-in store network Supplementing the Company’s extensive dine-in store network are multiple revenue centers such as delivery services, curbside ordering facility and online ordering system. These services provide customers with added convenience and increased accessibility to the Company’s brands and products. Expanding into new product lines and store formats The Company is planning to strategically develop its current brand offerings by, among others, the introduction of new product lines or new formats. New product lines or formats will enable the Company to cater to different market needs and preferences. Similar to the introduction of my Pancake products, the Company intends to introduce new products in its outlets, especially in its overseas branches, to maintain interest in the Company with its innovative products and to always pique the interests of its target market. The Company also plans to tap other distribution channels for these new products. By offering different store formats, the Company is able to adapt to market preferences and available store location and space. The Company plans to continue to roll-out outlets in different store formats, providing the market with better access to the Company’s stores and products and added convenience. Further, to distinguish itself from other concepts of the same restaurant class, Max’s Restaurant will continue to enhance its systems and operations for its other revenue centers to address the growing demand from bulk-orders, catering and functions and events, as well as provide for additional delivery hubs and take-out counters. Cater to institutional clients Aside from its branch network, the Company intends to develop itself as a branded concessionaire. Accordingly, it shall aggressively pursue opportunities to cater to institutional clients in addition to its current clientele, which include airlines, a hotel and resort operator and other retailers. This will allow the Company to tap new markets for the Company’s products and diversify the Company’s sources of income. 19 Major Business Risks Risks relating to competition The Company operates in a highly competitive environment where formats and variety of offerings of larger chains and specialized concepts of smaller independent operators, or even convenience stores, may directly impact the demand for the Company’s products. The Company’s multi-brand platform, however, enables the Company to offer more products at various price points, thereby mitigating the effect of any decline in demand. Risks relating to raw material sourcing Any supply disruptions, price increases, or quality or safety problems could adversely affect the Company’s operations and profitability. The Company’s business requires a number of raw materials and other ingredients that are sourced from third-party suppliers. Accordingly, shortages in the supply of these raw materials and ingredients in the future may be experienced due to unforeseen events including, but not limited to, global supply and demand conditions, weather and adverse climate conditions, customs and import duties and government regulations. If any supplier is unwilling or unable to provide high quality raw materials or ingredients in prescribed quantities and at acceptable prices, the Company may be unable to find alternative suppliers that will provide the Company with raw materials or ingredients at suitable terms in a timely manner, or at all. This could result in delays in the delivery of raw materials or ingredients to the commissaries and may ultimately lead to product or menu stock-outs in the Company’s restaurants and stores. Risks relating to food quality Any failure to maintain effective quality control of the commissaries and the Company’s stores could have a material adverse effect on the Company’s financial condition and results of operation. The quality of the Company’s food and service is critical to the success of the Company’s business. Maintaining consistent food and service quality depends significantly on the Company’s personnel and their adherence to stringent quality control policies and guidelines. Accordingly, the Company requires its franchisees and its franchisees’ personnel to undergo training in food handling and safety. In addition to third-party and in-house inspections of the commissaries and the stores, quality assurance testing is likewise regularly conducted. Risks relating to credit and paying capacity of franchisees As the Company expands its franchise operations, it may face risks of collection from franchisees who do not comply with or timely remit payment for franchise obligations. Any delay in collections may affect the Company’s cash position. The Company has collection and compliance measures in place to monitor and collect receivables from franchisees. It has also established a system that will allow the Company to take over operations of franchisees in order to protect its cash flows and preserve brand quality. 20 Risks relating to strategy for domestic and international growth There is no assurance that the expansion plans of the Company for its domestic and international operations could be achieved. The Company’s expansion plans and timelines are dependent on third party actions that can cause delays or restrict the opening of stores and/or completion of plans. These third parties include lessors, contractors, suppliers and regulatory agencies. Risks relating to labor Any change in law and regulations, including the issuance of new wage orders and granting increased benefits to labor, as well as the occurrence of any labor unrest may result in disruptions in operations and financially affect the Company’s operations, revenues and prospects. The Company has historically kept harmonious working relations with its employees and labor groups. The Company has not experienced any work disruption arising from labor issues, and the Company generally considers its labor relations to be good. The Company manages the risks posed by any change in law, regulation or labor dispute by adopting policies that ensure a healthy working environment for its employees that comply with law and regulations. Risk Management Management is mindful of the potential impact of various risks to the Company’s ability to deliver quality content across multiple platforms and consequently, as a result of its operations, value to shareholders. The Company’s corporate strategy formulation and business decisionmaking processes always take into account potential risks and the steps and costs necessary to minimize, if not eliminate, such risks. As part of its stewardship responsibility and commitment to deliver optimum value to its stakeholders, the Company ensures that it has the proper control systems in place, and to the extent possible, adopted global best practices, to identify, assess, analyze and mitigate market, operating, financial, regulatory, community, reputational, and other risks Competitors The restaurant industry in the Philippines and other areas where the Group has international operations is intensely competitive. The Group competes mainly with other well-established local and international casual dining restaurants as well as chains such as the Bistro Group which operates Friday's and Italianni's (including Fish & Co., Flapjacks, Bulgogi Brothers, Watami, Modern Shanghai and others); Global Restaurant Concepts, Inc. which operates California Pizza Kitchen, P.F. Chang’s, IHOP, Gyu-Kaku; the LJC Group which operates Abe's and others; Conti’s; Aristocrat; Savory; Sumo Sam; Gerry’s Grill; Tokyo Tokyo; Pepper Lunch and Kenny Rogers Roasters which are principal direct competitors. The Group also competes in certain market segments with local and international brands (such as Jollibee, McDonald’s and KFC). In the pizza category, Yellow Cab also competes with Greenwich, Shakey's Pizza and Pizza Hut. In the specialty food category Jamba Juice competes with Big Chill. In the bakery products fastfood category, Krispy Kreme competes with Starbucks and J. Co Donuts & Coffee while Le Coeur de France competes with The French Baker and Café France. 21 Information Technology The Company maintains an Information Technology (IT) Department to service operations and supports the business strategy through development, implementation and management of its technological resources. The department is supporting two Enterprise Resource Planning systems used to manage internal and external resources of the organization. These include the physical assets, financial resources and materials. Standard disaster recovery systems and procedures are in place and applications and systems are properly backed up. In order to facilitate the web ordering system being implemented by the Company to enable the stores with a user-friendly interface to capture orders for Commissary and External suppliers, the Company has invested in systems. Sources and Availability of Raw Materials The Company has a centralized corporate procurement department in charge of contract negotiations with existing and potential suppliers. The corporate procurement department covers all of the negotiations and purchasing requirement of the Company’s brands and outlets in the Philippines, with the exception of Krispy Kreme Philippines and Jamba Juice Philippines. The Company’s commissaries deal directly with suppliers for periodic supply and purchase decisions. The Company has been consolidating suppliers for standard products and materials in its outlets realizing synergies from the combination of the Max’s Group and the Pancake House Group. In addition, strategic plans are drawn up with suppliers to support the buying process at the corporate procurement level both at the domestic and international level. New Venture The Company’s Subsidiary, RooM Ventures Corp. is currently pursuing the development of Meranti, a hotel project adjacent to the heritage store of Max’s Restaurant in Scout Tuason, Quezon City. The project was initially conceptualized to offer the quality and value that the Max’s brand is known to provide. It is intended to leverage on, as well as complement, the Group’s service capabilities, and hopes to also achieve the status of a brand that delivers on value and offers quality for its price. Given the Company’s expertise in the service industry, the development is aimed to target the same market that the Company’s food market serves. In conceptualizing this hotel, the world-class Filipino architectural firm of Architecture Budji+Royal Design has been commissioned to plan the project and in partnership with Tangible, a Singaporean firm, the hotel’s brand identity and full brand architecture strategy for the hotel was created. The hotel will be targeting the domestic and foreign tourists, business travelers and locals who indulge in “staycations.” The hotel will have a total of approximately 60 rooms and will be equipped with recreational facilities at the start of commercial operations in 2015. 22 Trademarks The Company has filed applications for its trademarks in various countries to safeguard the identity and value of its service marks and trademarks and protect them from any infringement. Country Bahrain Canada China Hong Kong India Indonesia Kuwait Philippines Qatar IP Office Ministry of Industry and Commerce Canadian Intellectual Property Office China Trademark Office Intellectual Property Department Controller General of Patents Designs and Trademarks Directorate General of Intellectual Property Rights Ministry of Commerce and Industry Intellectual Property Office of Philippines (IPOPHIL) Competent administration Intellectual Property Center, Ministry of Justice Country Saudi Arabia Singapore Thailand UAE USA IP Office Ministry of Culture and Information Intellectual Property Office of Singapore (IPOS) Department of Intellectual Property (DIP) Copyright Department, Ministry of Economy United States Patent and Trademark Office (USPTO) Vietnam National Office of Intellectual Property (NOIP) The following are the registration details and pending applications for trademarks filed by the Company: Trademark Country Registration /Application No. Registration /Application Date Class Status Pancake House 1. Orange Philippines 4-2010-501543 2. Gurts Frozen Yogurt and Device Philippines 4-2010-000044 Philippines 4-2009-500700 Philippines 3. Pancake House International & Device 4. Pancake House International & Device 5. Pancake House International & Device 6. Pancake House International & Device 43 Registered 30 Registered June 11, 2010 43 Registered 4-2009-500701 June 11, 2010 43 Registered Malaysia 07008978 May 12, 2007 43 Registered Malaysia 07008979 May 12, 2007 43 Registered 23 June 30, 2011 June 11, 2010 7. Pancake House International & Device 8. Pancake House International & Device 9. Pancake House International & Device 10. Pancake House International & Device 11. Pancake House International & Device Singapore T07/11494D May 24, 2007 43 Registered China 6089053 June 4, 2007 43 Pending China 6089054 June 4, 2007 43 Pending Thailand Bor. 39144 August 9, 2007 43 Registered Thailand Bor. 39145 August 9, 2007 43 Registered Philippines 4-2001-001913 May 26, 2006 29 Registered Philippines 4-2003-004128 July 23, 2005 43 Registered Philippines 4-2000-015012 August 28, 2004 42 Philippines 4-1996-114538 August 28, 2004 42 Registered Philippines 4-2013-004751 August 01, 2013 43 Registered Philippines 4-2013-501572 June 26, 2013 43 Pending Philippines 4-2013-004752 April 24, 2013 43 Pending Philippines 4-2013-503602 December 05, 2013 30 Pending India 2467367 January 28, 2013 43 Pending UAE 188355 March 13, 2013 43 Pending Brunei TM No. 43,811 January 23, 2013 Kuwait 137252 February 10 2013 43 Pending Vietnam 39144 August 9, 2007 43 Registered Vietnam 39145 August 9, 2007 43 Registered 1. Pugad Dencio’s Logo Philippines 4-2008-009599 March 2, 2009 43 Closed 2. Kabisera ng Dencio’s and Logo Philippines 4-2008-500187 November 3, 2008 43 Registered 3. Dencio’s Logo Philippines 4-2004-001829 January 8, 2007 42 Registered 4. Arctic Draft Philippines 42015500014 January 5, 2015 43 Pending 5. Dencio’s Draft Below Zero Philippines 42014505485 November 20, 2014 43 Pending 6. Draft Below Zero Philippines 42014505484 November 20, 2014 43 Pending USA 85353197 June 22, 2011 43 Closed 12. Pan Chicken 13. “We’re more than just great pancakes” 14. Pancake House Since 1974 and Device 15. Pancake House and Device 16. STATE 88 17. STATE 88 Wings Wedges More 18. DE LUCA 19. CroPops 20. Pancake House International & Device 21. Pancake House International & Device 22. Pancake House International & Device 23. Pancake House International & Device 24. Pancake House International & Device 24. Pancake House International & Device Expired Pending Dencio’s Teriyaki Boy 1. Teriyaki Boy & Design 24 2. Teriyaki Boy & Device (Colour) Philippines 4-2008-008223 April 13, 2009 43 Registered Vietnam 128777 July 17, 2007 43 Registered Vietnam 128778 July 17, 2007 43 Registered 5. Japanese Characters Philippines 4-2006-500020 May 28, 2007 43 Registered 6. Teriyaki Boy Tabemashou Let’s Eat (Graphic Logo) Philippines 4-2006-500018 March 26, 2007 43 Registered 7. Japanese Characters (Fat Boy) Philippines 4-2006-500016 February 26, 2007 43 Registered 8. Teriyaki Boy Tabemashou Let’s Eat (Text Logo) Philippines 4-2006-500017 February 26, 2007 43 Registered 9 Teriyaki Boy Logo Philippines 4-2006-500021 February 26, 2007 43 Registered 10. Teriyaki Boy Logo Philippines 4-2006-500022 February 26, 2007 43 Registered Philippines 4-2001-006508 43 Registered 12. Teriyaki Boy Logo Philippines 4-2001-006509 43 Registered 13. Teriyaki Boy & Device Philippines 4-2001-006510 43 Registered 14. Teriyaki Bouzu USA 85672747 July 10, 2012 43 Closed 15. Bringing Japan To Your Dining Experience Philippines 4-2006-500019 February 26, 2007 43 Registered 16. Tboy Town and Device Philippines 4-2006-500015 February 26, 2007 43 Registered 1. The Sizzlin’ Steak & Device Philippines 4-2010-501069 July 23, 2010 43 Closed 2. The Sizzlin’ Steak & Japanese Character within a Rectangular Device Philippines 4-2008-000194 December 24, 2009 43 Registered 3. Cow’s Head Device Philippines 4-2008-000195 February 9, 2009 43 Registered 4. Sizzlin’ Steak, Steak & More and Device Philippines 4-2006-004060 December 18, 2006 43 Registered Philippines 4-2008-012108 May 25, 2009 43,30,& Registered 29 Philippines 4-2008-012109 April 13, 2009 43,30,& Registered 29 3. Teriyaki Boy & Device (Square) 4. Teriyaki Boy & Device (Rectangle) 11. Teriyaki Boy and Device with Chinese & Japanese Characters November 10, 2005 November 10, 2005 November 10, 2005 Sizzlin’ Steak Le Coeur de France 1. Le Coeur de France Boulangerie Restaurant Logo 2. Le Coeur de France Boulangerie Restaurant Logo 25 3. Le Coeur de France & Device Philippines 4-2008-002323 May 19, 2008 29 & 30 Registered 1. The Great New York Take Out Philippines 4-2006-500347 July 21,2008 29 Registered 2. The Great New York Take Out Philippines 4-2006-500348 May 19, 2008 43 Registered 3. Singkit Philippines 4-2006-500343 November 5, 2007 29 Registered 4. Singkit Philippines 4-2006-500344 November 5, 2007 43 5. Singkit Device Philippines 4-2006-500345 6. Singtkit Device Philippines 4-2006-500346 7. Chinito Philippines 4-2006-500349 8. Chinito Philippines 9. Chinito Device Singkit November 5, 2007 November 5, 2007 29 Registered Registered 29 Registered November 5, 2007 29 Registered 4-2006-500350 November 5, 2007 43 Registered Philippines 4-2006-500351 November 5, 2007 29 Registered 10. Chinito Device Philippines 4-2006-500352 43 Registered 11. Chinito Size Philippines 4-2006-500353 29 Registered 12. Chinito Size Philippines 4-2006-500354 43 Registered 13. Singkit& Device Philippines 4-1991-077555 March 20, 2005 Philippines 4-2011-500031 6-Jun-11 29,30 Registered Philippines 2011-500031 13-Jan-11 30 Registered Kuwait 87190 14-Jun-10 43 Registered Qatar 37159 11-Aug-09 42 Registered 5. New York's Finest Philippines 2007-500336 13-Apr-09 30 Registered 6 Yellow Cab Pizza Co. & Device Thailand SM37729 21-Dec-05 43 Registered 7. Tribeca Mushroom Philippines 2007-500337 26-Apr-07 30 Registered 8. Corona Chicken Salsa Philippines 2007-500338 26-Apr-07 30 Registered 9. Charlie Chan Chicken Pasta Philippines 2007-500339 26-Apr-07 30 Registered Malaysia 06-023499 21-Dec-06 43 Registered Philippines 2001-007301 21-May-04 42 Registered November 5, 2007 November 5, 2007 November 5, 2007 42 Registered Yellow Cab 1. My Size 2. Dear Darla Pizza 1. Yellow Cab Pizza Co. & Device 2. Yellow Cab Pizza Co. & Device 10Yellow Cab Pizza Co. & Device 11. Yellow Cab Pizza Co. & Device 26 12. Yellow Device 13. Yellow Device 14. Yellow Device 15. Yellow Device 16. Yellow Device 17. Yellow Device 18. Yellow Device Cab Pizza Co. & Cab Pizza Co. & Cab Pizza Co. & Cab Pizza Co. & Cab Pizza Co. & Cab Pizza Co. & Cab Pizza Co. & 19. Yellow Cab Pizza Co. & Device 20. Yellow Device 21. Yellow Device 22. Yellow Device 23. Yellow Device 24. Yellow Device Cab Pizza Co. & Cab Pizza Co. & Cab Pizza Co & Cab Pizza Co & Cab Pizza Co. & 25. It’s Better On Our Crust 26. Yellow Device 27. Yellow Device 28. Yellow Device 29. Yellow Device Cab Pizza Co. & Cab Pizza Co. & Cab Pizza Co. & Cab Pizza Co. & Singapore T0526899E 29-Dec-05 43 Registered Bahrain 45454 12-Sep-05 43 Registered Hong Kong 300471294 5 August 2005 43 Registered USA 2,990,872 06-Sep-05 43 Registered China 5034014 14-July-2009 43 Registered India 1459362 30-May-2006 42 Registered Indonesia IDM000169155 15-July-2008 43 Registered Canada TMA809,934 24-Oct-2011 43 Registered Saudi Arabia 101725 20-Nov-2012 43 Registered UAE 178337 23-Aug-2012 43 Pending Vietnam 4-2013-03389 23-Feb-2013 43 Pending Turkey 2013/13247 13-Feb-2012 43 Pending Brunei 43,809 23-Jan-2013 42 Pending Philippines 42014502330 28-May-2014 30 Pending Bangladesh 188894 23-Sep-2014 43 Pending Cambodia 5994/2014 29-Sep-2014 43 Pending Indonesia 2006039375 05-Dec-2006 43 Registered Laos 33259 26-Sep-2014 43 Pending 42012500719 May 31, 2012 43 Registered March 21, 2013 43 Registered November 18, 2008 43 Registered 42 Pending Maple 1. Maple & Device Philippines 2. Maple Philippines 4/2012/0502438 Max’s Max’s Restaurant Australia 1723246 Max’s Restaurant Cuisine of the Philippines Brunei 44378 Max’s Restaurant Cuisine of the Philippines Italy 1452668 April 29, 2011 29, 35, 43 Registered 4Sharing Philippines 4-2012-005016 August 2, 2012 43 Registered Combonations Philippines 4-2011-008979 November 10, 2011 43 Registered 27 Curbside Philippines 4-2012-005015 August 2, 2012 FourSharing Philippines 4/2012/00005019 February 7, 2013 FourSharing Meals Philippines 4/2012/00005020 February 28, 2013 I Love Ensaimada Philippines 42015500284 January 21, 2015 Made With Love, Always Philippines 4/2012/00013522 June 27, 2013 Maximo’s Philippines 4-2009-001368 Maximo’s Restaurant Philippines Max’s 4 Sharing Meals Logo 43 Registered 43 Registered 43 Registered 30, 35, 43 Pending 43 Registered July 9, 2009 29, 43 Registered 4-2009-001374 November 26, 2009 29, 32, 43 Registered Philippines 4/2012.00005018 February 28, 2013 43 Registered Max’s Banana Ketchup Philippines 4-2011-000945 May 19, 2011 30 Registered Max’s Banana Ketchup Label Philippines 4-2011-000944 July 14, 2011 30 Registered Max’s Banana Sauce Philippines 4-2011-00946 May 19, 2011 30 Registered Max’s Banana Sauce Label Philippines 4-2011-000943 July 14, 2011 30 Registered Max’s Café Philippines 4-2009-001371 July 9, 2009 29, 30 Registered Max’s Corner Bakery Philippines 4-2009-001369 September 17, 2009 30, 35 Registered Max’s Express Philippines 4-2009-001429 April 27, 2009 29, 43 Registered Max’s Fried Chicken Philippines 4-2009-001373 November 26, 2009 29 Registered Max’s Masarap Philippines 4-2009-001432 April 27, 2009 29, 43 Registered Max’s Restaurant & Logo Philippines 48593 July 18, 1990 43 Expired Max’s Restaurant & Logo Philippines 048593 July 18, 2010 43 Registered Max’s Spring Chicken Philippines 4-2009-001430 April 27, 2009 29, 43 Registered Sarap To The Bones Philippines 4-2009-001431 April 27, 2009 29,43 Registered The Bakeshop – Max’s Philippines 4-2008-002547 November 24, 2008 30, 43 Registered The House That Fried Chicken Built Philippines 4-2009-001370 July 9, 2009 29, 43 Registered 28 Max’s Group Max’s Group Philippines 42014503563 August 14, 2014 35 Pending Meranti Philippines 4/2013/00010104 December 19, 2013 43 Registered Meranti Hotel Philippines 4/2013/00010105 November 14, 2013 43 Registered Meranti Philippines 4/2013/00010104 December 19, 2013 43 Registered Meranti Hotel Philippines 4/2013/00010105 November 14, 2013 43 Registered Meranti Philippines 4/2013/00010104 December 19, 2013 43 Registered Meranti Hotel Philippines 4/2013/00010105 November 14, 2013 43 Registered Sizzlin’ Steak Cow Device Philippines 42014501853 May 2, 2014 43 Pending Sizzlin’ Steak Logo Philippines 42014501852 May 2, 2014 43 Pending Sizzlin’ Steak Logo & Device Philippines 42014501851 May 2, 2014 43 Pending Meranti Meranti Meranti Sizzlin’ Steak (Space left intentionally blank) 29 Manpower and Management As of December 31, 2014, the Company accounted for a total of 7,110 employees, distributed as follows: By Position No. of Employees Executives 12 Directors 12 Managers and Supervisors 952 Staff Total 6,134 7,110 By Employment Status No. of Employees Regular 2,667 Probationary 312 Contractual Total 4,131 7,110 The Company encourages employee involvement in policies, programs, and projects related to their roles in the Company. Employees can also communicate any concerns to the Company through various channels available. Item 2. Properties The principal office of the Company is located at Ecoplaza Building along Chino Roces Avenue Extension, Makati City. The Company leases its restaurant sites from third parties. The table below provides the information regarding the Company’s various lease contracts. Max’s Restaurant Area Sqm Location of Property 1 2 3 4 Dr A Santos Ave., Sucat, Paranaque SM City North Edsa, Pag-asa 1, Quezon City SM Megamall Bldg J Vargas cor EDSA Wack Wack Village, Mandaluyong City SM City Sta. Mesa, R Magsaysay cor G Araneta Ave, Dona Imelda Quezon City 30 Lessor 1,224.5 Werco Holdings Corporation 405.6005 SM Prime Holdings, Inc. 364.43 SM Prime Holdings, Inc. 186.24 SM Prime Holdings, Inc. Area Sqm Location of Property Lessor 5 SM Southmall, Alabang Zapote Road Almanza, Las Pinas City 258.21 SM Prime Holdings, Inc. 6 SM City Bacoor, Aguinaldo Hi way Bo Habay II, Bacoor Cavite 364.172 SM Prime Holdings, Inc. 360.65 SM Prime Holdings, Inc. Filinvest Land, Inc. 7 SM City Fairview, Quirino Highway cor Regalado Ave Brgy Greater Lagro, Novaliches Quezon City 8 Festival Supermall, Filinvest Corporate City, Alabang Muntinlupa City 329.66 9 SM City Manila, Concepcion cor Arroceros and San Marcelino, Ermita Manila 319.81 10 SM City Sucat, Dr A Santos Ave Brgy San Dionisio, Paranaque City 241.08 11 12 13 ATC, Alabang-Zapote Rd., Muntinlupa City 407.00 Marcos Hi-way Cor. Felix Ave., Cainta Rizal Glorietta 3, Ayala Center, Makati City 278.44 276.86 SM Prime Holdings, Inc. SM Prime Holdings, Inc. Alabang Commercial Corp. Sta. Lucia East Commercial Corp. ALI Commercial Center, Inc. 14 SM City Bicutan, Dona Soledad Ave Brgy Don Bosco, Paranaque City 191.64 SM Prime Holdings, Inc. 15 Dante A. Ang & Associates Bldg., Intramuros, Manila 384.02 Dante A. Ang & Associates, Inc. 16 SM City Dasmarinas, Governors Drive Brgy Sampalok 1, Dasmarinas Cavite 276.08 SM Prime Holdings, Inc. 330.47 ALI Commercial Center, Inc. 188.25 Willimson, Inc. 267.11 Sta. Lucia East Commercial Corp. 311.70 SM Prime Holdings, Inc. 17 18 19 20 21 Greenbelt 1, Ayala Center, Makati City Waltermart Makati No 790 A Arnaiz St cor Chino Roces Ave, Brgy Pio Del Pilar Makati City Marcos Hi-way Cor. Felix Ave., Cainta Rizal Marcos Hiway,Kalumpang Marikina City Marcos Hiway, Brgy. Mayamot, Antipolo City 200.02 SM Prime Holdings, Inc 22 Quezon Memorial Circle, Elliptical Road,Diliman, QC 600.00 Quezon City Government 23 Commonwealth Ave. Batasan Hills, QC 939.20 Augusto De Jesus 24 Blue Wave Strip Mall, Brgy. Sto. Nino, Gil Fernando Ave.,cor. Sumulong Hi way, 350.76 Federal Brent Retail Inc. 31 Area Sqm Location of Property Lessor Marikina City 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 Aguinaldo Highway Majarlica East, Tagaytay City 5th Level Market-Market Bonifacio Global City, Taguig SM City Lazaro, F Huertas cor A H Lacson St., Sta Cruz Manila SM Makati Bldg, Ayala Center San Lorenzo, Makati City SM Center Molino, Bgy Molino IV, Bacoor Cavite SM City Sta Rosa, National Hi-way Tagapo, Sta. Rosa Laguna Ground Floor Convergy’s Bldg I, Ayala Ave. Makati City SM Mall of Asia, JW Diokno Boulevard, Mall of Asia Complex CBP IA Pasay City Edsa Cor North Avenue, Quezon City SM City Rosario, General Trias Drive Brgy. Tejero Rosario Cavite SM City Novaliches, Quirino Highway, Bgy San Bartolome, Novaliches Quezon City 26St. cor 3rd Ave. Maxs Forbes Town, Global Taguig City Space#9 Solenad 2, Nuvali Sta. Rosa Laguna Space 2-019 2/F New Glorietta, Ayala Center, Makati City Lower Ground Floor Bldg. A Arvo Molino, Paliparan Rd. Brgy. Salawag Cavite Unit 2059-2060 Level 2, Ayala Fairview Terraces, Quirino Highway Brgy. Pasong Putik, Novaliches Quezon City SM City Cebu, North Reclamation Area, Cebu City 4th Level, Ayala Center Cebu, Cebu Business Park, Cebu City #498 EDSA Caloocan City E. Aguinaldo Hi-way, Dasmariñas Cavite 9,365 Manifold Realty Development Corp. 152.80 Stations Square East Commercial Corp. 267.80 SM Prime Holdings, Inc. 304.06 SM Prime Holdings, Inc. 244.47 SM Prime Holdings, Inc. 244.28 SM Prime Holdings, Inc. 382.05 Ayala Land, Inc. 199.10 SM Prime Holdings, Inc. 245.86 North Triangle Depot 237.94 SM Prime Holdings, Inc. 199.75 SM Prime Holdings, Inc. 470.46 Bonifacio West Dev’t Corp. 186.18 Ayala Land, Inc. 208.23 Ayala Land, Inc. 155.41 Arvo Commercial Corp. 232.55 Fairview Prime Commercial Corp. 277.18 SM Prime Holdings, Inc. 229.04 Cebu Holdings, Inc. 1,195 4,413 #1123 M.Y. Orosa St., Cor. UN Ave. Ermita Manila Coronel, Ruginus I. VELUZ JR. SIMEON R. 990 Trota Gimenez Realty Corp. 46 47 48 4th Level, Robinson's Galleria Ortigas Q.c. 307.40 McArthur Hiway Gerona Tarlac 307.00 G/F Robinson's Imus Tanzang Luna, Aguinaldo Hi-way Imus Cavite Robinsons Land Corporation FMN Developers Corp. 304.35 Robinsons Land Corporation 32 Area Sqm Location of Property 49 50 #70 Jupiter St., Bel-air Village, Makati City 363.34 268 Alabang Zapote Road Pamplona II Las Pinas City Lessor Drallop Holdings, Inc. 472.15 Carmen Square Pinas Corporation 51 Plaza Luisita, San Miguel Tarlac City 1,162 52 4th Level, Robinson's Metroeast Marcos Hiway, Pasig City 53 L1-009-010 Level 1 RPL Pioneer, EDSA Mandaluyong City 54 4th Level, Robinson's Mla, cor. Pedro Gil St. Ermita Manila 55 Fiesta Foodcourt Lower Ground Flr. Shangrila Plaza 56 Ground Level SM City Rosales Carmen East Rosales Pangasinan Robinsons Land Corporation 351.53 Robinsons Land Corporation 168.69 Robinsons Land Corporation 383.72 Robinsons Land Corporation 273.42 Shangri La Plaza Corporation 201.723 SM Prime Holdings Inc. 57 58 59 60 61 62 SM Baguio, Luneta Hills, Baguio City 179.34 Ground Level SM City Tarlac, Tarlac City 179.34 Ortigas Ave. Extension Brgy. San Isidro, Taytay Rizal 820.00 Nangcayasan, Urdaneta Pangasinan 2,000 G/F Alimall Araneta Center Cubao, Q.C. 289.9 #83 Circumferential Rd., Antipolo City 519.0 SM#Prime#Holdings,#Inc.# SM#Prime#Holdings,#Inc.# St.#Catherine#Realty#Corporation# ARBOLEDA,#CLEMARTIN#B.# Araneta Center, Inc. CAMINA EDGARDO B. 63 426 Banawe corner Tirad Pass St, Sta. Mesa Heights, Quezon City 278.90 J AND J PROPERTIES AND TRADING CORPORATION 64 Level 2 Farmers Plaza Araneta Center Quezon City 198.40 New Farmers Plaza Inc. 65 GF Smart Araneta Coliseum Araneta Center QC 66 Carpark 1 Greenhills Shopping Center, San Juan, M.M. 332.40 Araneta Center, Inc. 382.05 ORTIGAS AND CO. LTD. PARTNERSHIP 180.92 Robinsons Land Corporation Faith Investment Corp. 67 2nd Floor. RPL Magnolia Aurora Blvd QC. 68 #998 Roxas Blvd. cor. Remedios St., Malate Manila - 69 #21 Scout Tuazon St., Brgy. Laging Handa, Q.C. MG Rodgers Philippines inc. 33 Area Sqm Location of Property 70 71 132-133A Sm City Taytay Tiendesitas en Fontera Verde, Ortigas Ave. Pasig City Carpark 2 Valero Street Makati City 72 73 74 75 76 77 78 179.34 Lessor SM Prime Holdings Inc. 205.0 ORTIGAS AND CO. LTD. PARTNERSHIP 226.38 Ayala Property Management Corp. 276.64 Eton Properties Philippines Inc. 868.0 Trota Gimenez Realty Corp. 140.0 Federal Brent Retail Inc. 218.0 Meedson Properties Corp. 280.83 Megaworld Corporation EDSA cor Quezon Avenue, Quezon City Roxas Blvd. Paranque City Petron Mega Station Pres. Macapagal Boulevard Lot 1, Unit 1, Block 3A Harbour Square, CCP Complex,Malate Manila 3rd Floor Lucky Chinatwon Mall Reina Regente Street Binondo Manila #1407 Quezon Ave., QC - John Wilter Land Inc. Krispy Kreme Area Sqm Location of Property 1 2 3 4 5 6 7 8 9 10 11 12 13 777 Bldg 2 G/F Bonifacio High Street, 9th Ave. Brgy. South Side Fort Bonifacio Global City, Taguig City U/G Bldg. B, SM Mega Mall, Ortigas Center, Mandaluyong City Unit RP2-B Greenhills Shopping Center, Greenhills, San Juan City Space 4033 Level M4 Trinoma Mall, Edsa cor. North Ave., Pag-asa, Quezon City EM 101 Main Mall, SM Mall of Asia, Bay Blvd, Pasay City Space 00038 G/F Gateway Mall, Araneta Center, Q.C. G/F Jaka 6780 Ayala Ave., Makati SM Mall Of Asia GF CT 103a Main Mall Bay Blvd. Bay City Pasay City G/F Glorietta 4 Ayala Ctr., Makati City AX1 227 SM City North Edsa New Annex Bldg, Quezon City Space 00334 Level 2, East Lane, Robinsons Galleria 2nd Level,Space 2020, Marqueemall, Francisco G. Nepo Avenue, Angeles City , Pampanga Ground Floor Units G18 to 19 Eastwood Cyber and Fashionmall Eastwood City Cyber Park , 188 E.Rodriquez, Junior avenue C5 34 Lessor 295.93 Fort Bonifacio Development Corporation 86.44 First Asia Realty Dev. Corp. 250.00 88.94 Ortigas & Company Limited Partnership North Triangle Depot Commercial Corporation 202.90 SM Prime Holdings Inc. 110.60 Araneta Center Inc. 136.08 Averon Holdings Corporation 40.00 SM Prime Holdings Inc. 60.74 ALI Commercial Center Inc. 77.52 SM Prime Holdings Inc. 128.75 Robinsons Land Corporation 84.00 Northbeacon Commercial Corporation Megaworld Corporation 56.00 Area Sqm Location of Property Lessor road Bagong Bayan Quezon City 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 Unit 139 Upper Ground Floor SM City San Lazaro Felix Huertas Cor A. H. Lacson St. 350 Sta Cruz Manila 1125A Main Building SM City Fairview Annex, Regalado Ave., Fairview, QC. G/F SM City Clark, Brgy. Malabanias, Angeles City Valero 2 Bldg., cor Park Valero St. Makati UGF Unit 149 SM City Manila Concepcion cor Arroceros Streets and San Marcelino Brgy 659 Zone 71 District V Manila 1000 Level 1, Space No. 306 Padre Faura Wing Robinsons Place Adriatico corner Pedro Gil, Brgy 669 Zone 072 Ermita, Manila Unit MLI-99533 G/F Midtown Wing Robinsons Place Manila Adriatico St. BGY. 669 Zone 072 Ermita, Manila 2F RCBC Food Center, RCBC Plaza, Gil Puyat Ave., Makati City G/F Asia Premier Residences, Jose Ma. Del Mar Ave. Asiatown IT Park, Cebu City Level II 2087 Festival Mall Alabang Muntinlupa City Level 1 - Stall A201, Active Zone-Ayala Center Cebu, Cebu Business Park, Cebu City G/F Cluster 3 Space FB009 Corte de las Palmas Alabang Town Center, Muntinlupa City Level 1, Space 1160A, Abreeza Mall, Davao City 170C UGF, SM City Cebu, North Reclamation Area, Cebu City G/F SpaceL1-171 Activity Center Market Market Bonifacio Global City Taguig City CT 201A SM Prime Holdings Doña Soledad Brgy. Don Bosco cor West Service Road Bicutan Parañaque City 2F Greenbelt Ayala Center, Makati City iL Centro Patio 1 Sta. Lucia Mall Marcos Highway cor FelixAve. Cainta Rizal Retail #10 Solenad 2, Nuvali Sta. Rosa, Laguna Space#1 2/F Mall of Asia Arena, JW Diokno Blvd., Zone 10, CBP-IA, Pasay City Pre Departure NAIA, Terminal 3, Paranaque City CT104-N SM Southmall Brgy. Almanza, Uno Las Pinas City Lucky Chinatown Mall, GF WG1 Reina Regente St., Brgy. 293 Zone 28, Binondo 35 SM Prime Holdings Inc. 66.08 119.08 88.89 SM Prime Holdings Inc. Premier Central 50.00 Ayala Property Management Corporation 59.06 SM Prime Holdings Inc. 105.55 Robinsons Land Corporation 30.22 Robinsons Land Corporation 48.83 RCBC Realty Corporation 176.50 Cebu Landmasters Inc. 85.33 Filinvest Land Inc. 140.00 Cebu Leisure Company Inc. 125.40 Alabang Town Commercial Inc. 200.00 Accendo Commercial Corporation 125.40 SM Prime Holdings Inc. 76.63 Station Square East Commercial Corporation 15.00 SM Prime Holdings Inc. 9.00 ALI Commercial Center Inc. 100.00 Sta. Lucia Land Inc. 60.00 Ayala Land Inc. 15.71 SM Arena Complex Corporation 5.00 SM Prime Holdings Inc. 30.00 SM Prime Holdings Inc. 31.00 Megaworld Corporation Area Sqm Location of Property Lessor Manila 37 38 39 40 41 42 43 44 45 46 47 48 49 50 L1 Unit 2 Block 3A, Harbor Square CCP Complex, Manila Units 161-162 SM City, Davao Annex, Ecoland Davao Upper Ground, RPL Magnolia Aurora Blvd. Cor Dona Hemady, New Manila QC UGF 194 SM Lanang Premier Southernpoint Properties Inc.JP Laurel Ave. Lanang Davao City 8000 E-139-140 UGF SM Sampalok1 Dasmariñas City Cavite 4114 UGH 137 SM City Bacoor Habay 1 Bacoor Cavite 4101 AX1 105c GF SM City Pampanga San Jose City of San Fernando Pampanga City 2000 Rosario Strip Limketkai Center Limketkai Sons Inc. Cagayan de Oro City Phils 9000 Commercial Unit 4A, Sky Ranch, Tagaytay Nasugbu Highway, Tagaytay City, Cavite Level 3 Space 3051-3052 Centrio Mall Brgy.24 Cagayan De Or o City 9000 1st Level UG67b Fairview Terraces Brgy. Pasong Putik Proper Quezon City 1-01732 Robinsons Place Pioneer EDSA cor Pioneer Mandaluyong City UG-28 Gaisano Mall of Davao JP Laurel Ave. Bajada Davao City 8000 55 NLEX Petron, Lias Marilao Bulacan Unit 1018 G/F Hanston Bldg. Don F. Ortigas Jr. Road San Antonio District I Pasig City Level 1 UST Multi-Deck Parking Bldg. Leon Ma. Guerero cor. Quezon Drive Zone 46 District IV Brgy. 470 Sampaloc Manila NAIA Terminal 3 - Domestic Pre-Departure Area, Bus Gate Andrews Ave., 1301, Pasay City 195-B Tomas Morato Ave., cor. Scout Fuentebella St., Brgy. Laging Handa, Quezon City SM Supercenter Frontera Verde E. Rodriguez Jr. Ave. Ugong Pasig City 56 UGF SM City Mandurriao Iloilo City 57 58 GF SM City Bacolod Brgy. 12 Bacolod City CT 101 SM City BF Parañaque Dr. A. Santos Ave. cor. Presidensts Avenue Brgy. BF Homes Parañaque City 59 G/F Harbor Point Subic Bay Freeport Zone 51 52 53 54 36 90.02 Meedson Properties Inc. 179.00 SM Prime Holdings Inc. 62.28 Robinsons Land Corporation 30.07 Southernpoint Properties Corp. 88.27 Consolidated Prime Dev't Corp. 146.97 SM Prime Holdings Inc. 52.99 SM Prime Holdings Inc. 250.00 Limketkai Sons Inc. 139.47 SM Prime Holdings Inc. 79.74 96.00 Cagayan De Oro Gateway Corporation Fairview Prime Commercial/North Ventures Commercial 25.00 Robinsons Land Corporation 11.81 DSG Sons Group Inc. 228.00 100.98 Valucore Business Ventures Corporation Hanston Commercial and Industrial Corporation 40.32 Avent Holdings Corp. 20.00 AJME Enterprises 133.39 Antonia V. Qua 125.00 SM Prime Holdings Inc. 124.80 SM Prime Holdings Inc. 244.08 SM Prime Holdings Inc. 19.00 SM Prime Holdings Inc. 91.92 Subic Bay Town Center Area Sqm Location of Property 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 GF SM City Marilao Brgy. Ibayo, Marilao Bulacan C302 SM City Sta. Mesa Aurora Blvd. cor. G. Araneta Ave. Doña Imelda Q.C. 1113 2/F SM City Marikina, Marcos Highway, Marikina City G/F CT 102B SM Prime Holdings Inc. SM City Sucat Annex Dr. A. Santos Ave. Brgy. San Dionisio Paranaque City, 1700 1018B SM City Sta. Rosa Brgy .Tagapo City of Sta. Rosa Laguna G/F SM City Rosario, General Trias Tejeros Convention Rosario Cavite 2F Sm City Taytay, Manila East Road Dolores Taytay Rizal CT3 SM City Cagayan De Oro GF Zone 2A & 2B NCCC Headquarters Gempesaw Ext. Davao City Level1 Robinsons Starmills San Jose San Fernando Pampanga Unit 1007 Lower Level Ground East Wing Shangri-La Plaza, Mandaluyong City #71 Onion Road CRW Compound, FTI Complex Taguig City Warehouse No. 2A #100 M. Concepcion Ave Brgy. Buting Pasig City 36C DBP AVE., FTI COMPLEX, TAGUIG Reliance Compound Chino Roces Corner Davila St. Makati City Cold Link Asia Logistics Corp. PC Suico St., Tabok, Mandaue City, Cebu South Ventures Marketing Diversion Rd. Catitipan Davao City (in front of COA office) Mindanao Coolers , DPI Port Corrales Ave. Ext. Cagayan De Oro City 9000 Coldlink Asia Logistics Corp., VL Yap St., Greenplains Subd. II, Singcang Airport, Bacolod City c/o Viva Footwear Bldg. 158 San Vicente Road San Pedro, Laguna 37 Lessor 75.34 SM Prime Holdings Inc. 18.90 SM Prime Holdings Inc. 9.00 SM Prime Holdings Inc. 19.20 SM Prime Holdings Inc. 46.03 SM Prime Holdings Inc. 46.03 SM Prime Holdings Inc. 13.13 SM Prime Holdings Inc. 19.20 SM Prime Holdings Inc. 8.00 LTS Malls, Inc. 10.00 Robinsons Land Corporation 109.00 Shangri-La Plaza Corporation - Commissary 600.00 Commissary Per pallet Commissary Per pallet Ayala Land Inc. Per pallet Mapazon Corporation Per pallet Glacier Refrigerated Services Corp. Per pallet Reliance Commercial Enterprises Inc. Per pallet Coldlink Asia Logistics Corp. 284.41 South Ventures Marketing Inc. Jamba Juice Area Sqm Location of Property 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 Lessor UNIT LG-106 SOUTH-EAST BLDG Fort Bonifacio Development BONIFACIO HIGH STREET CENTRAL 130.43 Corporation BONIFACIO GLOBAL CITY, TAGUIG CITY GROUND FLR. CLUSTER 3 SP FB010 THE STREET ALABANG TOWN CENTER, 125.78 Alabang Commercial Corporation MUNTINLUPA CITY MALL OF ASIA CORAL WAY, COR. J.W. DIOKNO BLVD., MOA COMPLEX,CBP 1A, 40.00 SM Prime Holdings Inc. PASAY CITY SM CITY NORTH EDSA THE BLOCK NORTH 62.23 SM Prime Holdings Inc. AVE., EDSA, QUEZON CITY U/G/F 157-A SM MEGAMALL BLDG A J VARGAS COR EDSA BGRY WACK-WACK 74.86 SM Prime Holdings Inc. GREENHILLS EAST, MANDALUYONG CITY MLI-99781 ROBINSONS PLACE MANILA M ADRIATICO COR PEDRO GIL, MALATE, 78.45 Robinsons Land Corporation MANILA North Triangle Depot Commercial LEVEL 4, 4035 TRINOMA MALL, EDSA 60.74 Corporation CORNER NORTH AVENUE, QUEZON CITY PL-2 EASTWOOD MALL EASTWOOD AVE.,EASTWOOD CITY CYBERPARK E 79.57 Megaworld Corporation RODRIGUEZ AVE BAGUMBAYAN QUEZON CITY Hanston Commercial and Industrial Unit 101B G/F Hanston Building, F. Ortigas 79.57 Corporation Jr. Road, Ortigas Center Pasig City NAIA Terminal 3 - Domestic Pre-Departure Area, Bus Gate Andrews Ave., 1301, Pasay 20.00 AJME Enterprises City U048 Fairview Terraces, Quirino Highway 63.75 North Ventures Commercial Corp. Pasong Putik 2 Q.C. 195-B Tomas Moraro Ave. cor. Sct. Fuentebella St. Brgy. Laging Handa Quezon 107.41 Antonia V. Qua City CT-105-N SM Southmall Almanza Uno Las 30.00 SM Prime Holdings Inc. Piñas City 1740 B130 UP Town Center Katipunan Ave. 54.28 Ayala Land Metro North Inc. Quezon City Level 3 Retail Area The Enterprise Center 6766 Ayala Avenue Legaspi Village Makatu 19.41 KSA Realty Corporation City 1226 UNIT 1008 LOWER LEVEL GROUND EAST WING SHANGRI LA PLAZA, MANDALUYONG 119.00 Shangri-La Plaza Corporation CITY U/G ROBINSONS MAGNOLIA DONA HEMADY COR AURORA BLVD., KAUNLARAN 4, 41.50 Robinsons Land CorporationQUEZON CITY JG Building, C. Raymundo Avenue, Rosario, Per pallet per Jentec Storage Inc. day Pasig City 100 M. Concepcion Street, Buting, Pasig City 38 130.43 Mapazon Corporation Pancake House Area Sqm Location of Property 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 Unit 1,Ground Floor,1320 DrmusBlg. España Avenue, Sampaloc Manila G/F,Net Quad, Unit D Net 4 Plaza 30th St., E. Square Crescent Park West Bonifacio Global City, Taguig Ground Floor, Cash and Carry Mall, Emilia St, Palanan Level 2 Gateway Mall, AranetaCenter, Cubao Patio , Lower ground floor, Asian Hospital & Medical Center, Alabang, Muntinlupa City G/F Greenbelt 1, Ayala Center (along Paseo de Roxas) Solenad 2, NuvaliTagaytay Sta. Rosa Road, Sta. Rosa, Laguna Level 2, New Glorietta, Ayala Center, Makati City G/F Dela Rosa Carpark 1, Dela Rosa St. G/F El Molito Bldg., Madrigal Ave., Alabang, Muntinlupa Space No. 2151, Level 2, Centrio, C.M. Recto Ave., Cagayan de Oro City 2nd Level, Unit 202, The Terraces, Ayala Center Cebu Caltex Super Station, South Luzon Tollway North Bound, San Pedro, Laguna G/F Multi-level Steel Carpark Area 10 Wilson St., Greenhills West, San Juan Katipunan Ave., Loyola Heights, Quezon City Second Level, Space No. 2054, Quirino Highway corner Maligaya Drive brgy. Pasong PutikNovaliches,Q.C Roof Deck, Capitol Hills Golf & Country Club Capitol Hills Drive, Old Balara, Quezon City G/F South Supermarket, Filinvest Ave., Alabang Paseo de Santa Rosa, Santa Rosa Ayala Baguio Technohub Camp John Hay, Baguio City 139 Corporate Center, Valero St., Salcedo Village Lower Ground Floor, King’s Court 1 Bldg., Pasong Tamo Makati City 39 Lessor 92 1 España Apartment, Inc. 169 6-24 Property Holdings, Inc. 71 Adebe Realty Company, Inc. 100 AranetaCenter, Inc. 118 Asian Hospital, Inc. 119 Ayala Land, Inc. 105 Ayala Land, Inc. 107 Ayala Land, Inc. 84 Ayala Property Management Corp. 128 Bellville Development, Inc. 102 Cagayan de Oro Gateway Corp. 110 Cebu Holdings, Inc. 120 Chevron Philippines, Inc. 130 Colinas Verdes Hospital Managers Corporation 162 Eloisa D. Miranda 106 Fairview Prime Commercial Corporation 122 Fivesome Holdings, Inc 90 Grand Union Supermarket, Inc. 97 Greenfield Development Corporation 95 Hillsford property Corporation 121 Hira Holdings, Inc. 91 King's Development, Inc. Area Sqm Location of Property 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 4th Floor, Food Court Area NAIA Terminal 3, Pasay City National Highway, Brgy. Halang, Calamba City Mataas na Lupa, Ayala Highway, Lipa City, Batangas 3F Starmall Las Piñas, CV Starr Ave.PhilamlifeVillage,Las Piñas City Quezon Ave. cor. West 4th St., West Triangle 3rd Floor Tower 1, Main Building Makati Medical Center, No. 2 AmorsoloSt.Legaspi Village, Makati Ground Floor Harbour Square, Pedro Bukaneg St. , CCP Complex Roxas Blvd., Manila City 3rd Floo-Unit LCTM 3-5a, Lucky Chinatown Mall, Calle Felipe II cor. La Chambre Street, Brgy.2963, Zone 28,Binondo, Manila 780-A Banawe Ave. between Retiro and Del Monte Ave., Quezon City One Destination, Aguinaldo Highway G/F Paseo de Magallanes, Magallanes Commercial Center Level M1 Trinoma North Triangle EDSA, corner North Avenue, Quezon City Unit 3 & 4, 2nd Floor, Regalado Hive Commercial Building, Regalado Avenue, Fairview, Quezon City Unit V- 106 G/F V-Mall Bldg. Greenhills, San Juan Bldg. 2, Petron Express Center 1, Marilao G/F The New Medical City, Ortigas Ave., Pasig Aurora Boulevard corner Doña M. Hemady Avenue, Kaunlaran, Quezon City Level 4 Robinsons Place Manila, Cor. Pedro Gil and Padre FauraSts., Ermita Unit 413 Level 2, Robinson Metro East, Marcos Highway Corner Imelda Ave., Brgy. Dela Paz Lessor 115 Manila International Airport Authority 102 Margimel Corporation 100 Maria Sherina M. Nario 88 Masterpiece Asia Properties, Inc. 160 Maxmor Enterprises Corporation 122 Medical Doctors, Inc. (Makati Medical Center) 133 Meedson Properties Corporation 129 Megaworld Corporation 100 Melsons Innovations Corporation 155 Miguel C. Barretto 127 MJ Realty Holdings, Inc. 120 North Triangle Depot Commercial Corp. 94 Noveltown Ventures, Inc. 96 Ortigas & Company, Ltd. Partnership Petron Corporation 160 Professional Services, Inc. 113 Robinsons Land Corp. 108 Robinsons Land Corp. 45 Robinsons Land Corp. 57 42 Plaza LuisitaCenter, San Miguel Tarlac 271 Robinsons Land Corp. 43 Rockwell Drive cor. Estrella St. Makati City 118 Rockwell Land Corporation 44 G/F Multi-Deck Parking Area UST Campus, Espana Manila 61 Selegna Holdings Corporation 40 Area Sqm Location of Property 45 46 47 48 49 50 Unit 108,UGF, MezzaResidences,Aurora Blvd. cor. Araneta Ave. Brgy. Imelda, Quezon City UG/F West Wing, SM Southmall, AlabangZapote Road Ground Floor, Annex Building, SM City Fairview, Novaliches, Quezon City Bldg. D. Phase 2, D'MallBoracay, Balabag, Boracay, Malay G/F Old BPI Building, Plaza Lorenzo Ruiz, Binondo, Manila Quadrant B3, Bonifacio High Street, Bonifacio Global City, Taguig Lessor 63 SM Development Corporation 115 SM Prime Holdings, Inc. 66 SM Prime Holdings, Inc. 100 Sunshine Inns, Inc. 170 Unilogix, Inc. 150 Wumaco, Inc. Yellow Cab Area sqm Location of Property 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 Unit 110-111, Ground Floor, Insular Square, J.P. Rizal St., Tabok, Mandaue City, Cebu Space 1023, Abreeza Mall, JP Laurel Avenue, Bajada, Davao City 2nd Flr. Beside Food Choices, Alabang Town Center, Alabang JPD Bldg, CM Recto cor N Reyes St, Manila Unit 105, Ground Floor, Tycoon Center Building, Pearl Drive, Ortigas Center, Pasig City Former BPI Bldg., Plaza Lorenzo Ruiz, Binondo, Manila KM. 36 -SouthBound, Caltex SLEX, Mamplasan Laguna Ground Floor, Unit B, Strata 2000, Emerald Avenue, Ortigas Center, Pasig City Ground Floor, Stall 201, eBloc 2, Cebu I.T. Park, Brgy. Lahug, Cebu City Bo. Palico, Imus, Cavite Ground Floor, Harbour Square, Pedro Bukaneg St., CCP Complex, Manila Space 1-030, Ground Level, Glorietta 5, Ayala Center, Makati City Ground Floor Greenbelt 1, Ayala Center, Makati City Unit #06, PeopleSupport Center, Ayala Avenue corner Sen. Gil Puyat Avenue, Makati City AYK Building, No. 21 Session Road, Baguio City Unit 122 Ground Floor, North Arcade, Banilad Town Centre, Banilad Cebu City 41 Lessor 117 A. Lim Development, Inc. 89 Accendo Commercial Corp. 68 Alabang Commercial Corp. 314 Alexandra Realty & Development Corporation 118 Allied Banking Corp. 136 Applebee Realty Mgt. Inc. 195 APY Holdings, Inc. 192 Army Navy Burger Inc. 148 Asian I-Office Properties, Inc. 460 Aurora Ocampo Lara 101 Avent Holdings Corp. 81 Ayala Land, Inc. 86 Ayala Land, Inc. 159 Ayala Land, Inc. 135 AYK Holding Incorporation 101 Banilad Town Centre, Inc. Area sqm Location of Property 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 18 Visayas Avenue, Bgy Vasra, Q.C. Nolasco St. cor. Castro Ave. and J.P. Rizal St., Laoag City, Ilocos Norte Brentville International School, Brentville Subdivision, Brgy. Mamplasan, Binan, Laguna 4024 Ground Floor, The Pergola, Aguirre Street, BF Homes, Paranaque City 2159 Centrio Mall, CM Recto Ave., cor. Corrales Ave., Cagayan De Oro City. Between South Super Highway & Filmore, near corner Buendia Stall 3118 3rd Ayala Center Cebu, Cebu Business Park, Barrangay Luz , Cebu City Bldg. 4-A01, Nuvali Retail Center, Laguna LGF E001, SM City Dasmariñas, Governor's Drive, Brgy. Sampaloc, Dasmariñas City, Cavite Garden Level, F103, The District, Northpoint, National Highway, Talisay City, Negros Occidental Zone D, Damosa Gateway, JP Laurel Avenue, Lanang, Davao City Ground Floor, Unit 1, Hampton East Arcade, C. Raymundo Ave., Pasig City Dytronix Building, EDSA corner Gen. Simon Street, Monumento, Caloocan City Unit C2-C3-A, Eastwood City Walk, Eastwood Cyberpark, Bagumbayan, Q.C. # 1122 A.H. Lacson, Manila Unit 2, Estrellita Bldg 2, Alabang-Zapote Rd, Muntinlupa Unit D, Ground Floor, Cyberpod Centris Three, EDSA corner Quezon Avenue, Quezon City FBR Arcade, 317 Katipunan Ave, Q.C Unit 3068, 3rd level, Festival Supermall, Alabang, Muntinlupa Unit 209 Building A, SM Megamall Mandaluyong City Blk. 3, Lot 2C, 32nd Street cor. 7th Ave., Bonifacio North District, Bonifacio Global City 268 Alabang Zapote Rd near cor Real St, Las Piñas City 2464 Taft Avenue, Malate, Manila Unit 4 Grnd Flr. Country Market, Paseo de Santa Rosa, Baranggay Don Jose, Santa Rosa City, Laguna Level 1, Units 34 & 35 , Greenfield District, The Portal, United st, 42 Lessor 229 Basilio Rentals And Sales Corporation 100 Bellagio Holdings, Inc. 30 Brent International School Manila 59 By Nature Realty Holdings & Development Corp. 113 Cagayan De Oro Gateway Corp. 137 Cash and Carry 113 Cebu Holdings, Inc. 152 Ceci Realty, Inc. 96 Consolidated Prime Holdings, Inc. 103 Crestview E-Office Corporation 129 Damosa Land, Inc. 123 Dynamic Realty & Resources Corp. 135 Dytronix Engineering Corporation 158 Eastwood Cyber One Corporation/Megaworld Corp. 80 Ergep Ventures, Inc. 153 Estrellita Realty and Development Corp. 121 Eton Properties Phils Inc. 118 FBR Holdings Inc. 146 FilinvestAlabang, Inc. 252 First Asia Realty Development Corp. 127 Fort Bonifacio Dev’t Corp 885 Generoso Basa & Antonia CruzBasa 107 Golden Archer's Ventures Inc. 218 Greenfield Development Corp. 96 Greenfield Development Corp. Area sqm Location of Property Lessor Mandaluyong City 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 Unit 1, 431 Shaw Blvd. cor. Idea St., Mandaluyong City Space #2, Baguio TechnoHub Retail Plaza, Camp John Hay, Baguio Ground Floor Homeworks Center, Km 18 Alabang Zapote National Road, Barangay Talon Uno, Las Pinas City Lot 4 Block 322 U.N. cor Roxas Blvd. Malate, Manila Unit 03, Antlers Square, Mangubat Ave., Congressional Road, Burol Main, Dasmariñas, Cavite Boracay Station 1, Balabag, Malay, Aklan L-8 B-1 Doña Soledad Ave, Bgy Don Bosco, Parañaque City Rosario Strip, Limketkai Mall, Cagayan De Oro Between Stations 2 and 3, bo. Manoc Manoc, Boracay Island, Malay, Aklan Stall #1, 4th Level, NAIA Terminal 3, Andrews Avenue, Pasay City National Highway cor. Chipeco Avenue Ext., Brgy. Halang, Calamba City Marcos Highway cor. Guntig st., San Roque, Marikina City Ground Floor, Pedro Patdu Building, #35 National Highway, Brgy. Putatan, Muntinlupa City Space number G7, Starmall Taguig, General Luna St., corner Levi Mariano, Taguig City Unit A1, Ground Floor, 810 Building, upper McKinley Hill Road, McKinley Town Center, Fort Bonifacio, Taguig City BG Unit 5, 6 and 7, Ground Floor, Butterfly Garden, Residential Resorts, Resort Drive, Newport City, Villamor, Pasay City Ground Floor, Unit 108, Paseo Center, 8757 Paseo De Roxas cor. Sedeño and Valero Streets, Makati City Ground Floor, Retail C2, One Central Building, Gil Puyat corner Geronimo St., & De La Costa St., Makati City Upper Ground floor, Anonas LRT Center, Aurora Boulevard, Quezon City Unit 101 Metroplaza Commercial Complex A.B. Fernandez Ave., Dagupan City, Pangasinan Cozy Building, National Highway, Brgy. Pallocan West, Batangas City Space 1149, Marquee Mall, Francisco G. Nepo Avenue, Angeles City 43 166 HC Philippines, Inc. 122 Hillsford Property Corp. 370 Homeworks The Homecenter Incorporated 375 James Jaime & Sons Corp. 150 Jopauen Realty Corp. 44 Leonito S. Tupas 198 Liberty Builders &Dev't Corp. 147 Limketkai Sons, Inc. 840 Ma. Juliana C. Javellana 64 Manila International Airport Authority 310 Margimel Corporation 155 Marietta-Romeo Realty Center, Inc. 207 Mario M. Patdu 134 Masterpiece Asia Properties Inc. 120 Megaworld Corp. 150 Megaworld Corp. 81 Megaworld Corporation 161 Megaworld Corporation 150 Metro Retail Stores Group, Inc. 140 Metro State Realty Corp. 119 Nathaniel G. Cruz 119 North Beacon Commercial Corp. Area sqm Location of Property 64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80 81 82 83 84 85 2nd floor Trinoma, EDSA cor North Avenue, Quezon City Unit 2046, 2nd Floor, Ayala Fairview Terraces, Fairview, Quezon City Regalado Hive Commercial Building, Regalado Avenue, Fairview, Quezon City G; F Unit 110, Greenhills Carpark 1, San Juan Space 101, Ground floor, Commerce Center, Commerce Ave. cor. Filinvest Ave., Filinvest Corporate City, Alabang, Muntinlupa City Zone D, Damosa Gateway, JP Laurel Avenue, Lanang, Davao City Unit# 010 Ground Floor SM City Lipa Ayala Highway Lipa City, Batangas GW Building Binan-Carmona Road corner National Highway, San Vicente, Binan Laguna; Central Mall Carmona Road corner National Highway, San Vicente, Binan, Laguna Corner Dao and Ortigas Avenue Extension Streets, St. Anthony Subd., Cainta, Rizal Level 1 Space 01406-01407 Robinsons Galleria (Lot Development - L12a) Robinsons Place, Puerto Princesa North Road, Puerto Princesa City, Palawan Tower 3(South), Level 1, Unit No. S-14, Makati City 7818 Makati Avenue, Poblacion, Makati City Saver,s Mall, Mc Arthur Highway, Balibago, Angeles, Pampanga Unit 110-111 Ground Floor, Mezza Residences, Aurora Boulevard corner Araneta Avenue and Guirayan Streets, Quezon City G/F Concourse, SM Cubao, P. Tuazon Blvd. cor. Time Square Ave., Brgy. Socorro, Cubao, Quezon City Unit 126, SM Baguio, Upper Session Rd, Baguio City Unit 004 (AX), Lower Ground Floor, SM Fairview, Q.C. Ground Floor Unit MM1154-1156 SM Mall of Asia Bay Boulevard, Bay City Pasay City Unit SMCM 220 SM Manila Concepcion St corner Arroceros and San Marcelino Sts. Manila AX 107 & 116 SM City Pampanga , Brgy. San Jose, San Fernando, Pampanga UGF Unit# 117 SM City San Lazaro, Felix Cuertas cor. Lacson St. Sta. Cruz, Manila 44 Lessor 123 North Triangle Depot Commercial Corp. 118 North Ventures Commercial Corp 117 Noveltown Ventures, Inc. 93 Ortigas& Company, Limited Partnership 100 Philippine Allied Enterprises Corp. 136 Pilipinas Shell Petroleum Corp. 102 Premier Southern Corp. 204 Premiumlink Development Corp. 678 Roberto and Angelita, Inc. 118 Robinsons Land Corp. 123 Robinsons Land Corp. 97 Rockwell-Meralco Bpo Venture 256 RS Queensland Dev't. Corporation 122 Sanford Marketing Corp. 83 SM Development Corp. 151 SM Land, Inc. 79 SM Prime Holdings, Inc. 94 SM Prime Holdings, Inc. 160 SM Prime Holdings, Inc. 125 SM Prime Holdings, Inc. 173 SM Prime Holdings, Inc. 106 SM Prime Holdings, Inc. Area sqm Location of Property 86 87 88 Unit 100-101B Ground Floor SM City Sucat Dr. A. Santos Ave. San Dionisio, Sucat Road, Parañaque City Unit 432-433 (ANE) The Block at SM City North EDSA, North Avenue corner EDSA, Quezon City Location 322 - 323, 3F SM City North Edsa - The Annex, EDSA corner North Avenue, Quezon City Lessor 137 SM Prime Holdings, Inc. 97 SM Prime Holdings, Inc. 222 Sm Prime Holdings, Inc. 89 Unit 247 Second Floor Market! Market! Fort Bonifacio, Taguig 125 Station Square East Commercial Corporation 90 Unit 1130 Harbor Point, Central Business District Subic Bay Freeport Zone Zambales 94 Subic Bay Town Center, Inc. 91 Santana Grove, Soreena Ave. Cor Dr. A. Santos Avenue, Bo. San Antonio, Sucat Paranaque City 139 Suparana Holdings, Inc. 92 Magsaysay Ave., Balatas, Naga City 213 Taormina Limited, Inc. 93 Ground Floor, Insular Life Bldg. Ayala Ave. corner Paseo de Roxas, Makati City 114 The Insular Life Assurance Company, Ltd. 94 Retail 211, Ground Flr., Bldg.2, Retail Plaza and Visitor's Center, UP North Science and Technology, Commonwealth Ave., QC 114 UP North Property Holdings, Inc. 95 Ground Floor, 4K Plaza Building, 677 Shaw Boulevard, Kapitolyo, Pasig City 130 Vinosa Promotion & Training Center Inc. 96 Lot 14-A National Highway, Maharlika East, Tagaytay City 2000 Visard Development Corp. 97 Space No. 22, Level 2, Mall of Asia Arena, J.W. Diokno Blvd., Mall of Asia Complex, Pasay City 60 West Avenue Theaters Corp. Teriyaki Boy Area Sqm Location of Property Lessor 1 GF Cash&carry Mall Cor. Buendia Ave. &Filmor Street, Palanan Makati City 193 Adebe Realty Company, Inc. 2 Unit 21 Ground Floor Alphaland Southgate mall, P.TamocorEdsa, Makati City 101 Alphaland Corporation 3 Level 3 Gateway Mall, Araneta Center Quezon City 164 Araneta Center, Inc. 4 Glorietta 3, Ayala Center, Makati City 171 Ayala Land, Inc. 5 G/F Dela Rosa Carpark 1, Dela Rosa St., Legaspi Village, Makati City 130 Ayala Property Mgt. Corp. 6 2nd Level The Terraces Ayala Center, Cebu Business Park , Cebu City 6000 130 Cebu Holdings Inc. 45 Area Sqm Location of Property Lessor 7 E106 Upper Ground Flr. SM City Dasma Gov. Drive Pala-calaDasmariñas Cavite 121 Consolidated Prime Development Corp. 8 Unit 2 G/F Eastwood Citywalk 1, E.Rodriguez Jr. Ave. Bagumbayan Q.C. 395 Eastwood Cyberzone Corp. 9 2nd Level Ayala Fairview Terraces QuirinO Hi-way cor. Maligaya Drive Brgy. Pasong PutikNovaliches, Quezon City 123 Fairview Prime Commercial Corp. 10 Alabang Level 3 Chef's Avenue, Festival Supermall Filinvest Corporate City, AlabangMuntinlupa City 281 Festival Supermall, Inc. 11 Ground Level South Supermarket, Filinvest Ave, AlabangMuntinlupa 169 Grand Union Supermarket,Inc. 12 Unit nos. 26-28 Greenfield District Portal, Cor. EDSA, Mandaluyong City 143 Greenfield Development Corp. 13 G/F Habour Square blk.1 Unit #1103 CCP Complex Roxasblvd. Malate Manila 138 Meedson Properties Corp. 14 2/F Paseo Center, Paseo de Roxas cor. Salcedo Village, Makati City 134 Megaworld Corporation 15 UNIT 1136 A, Level M1 North Triangle, North Edsa Cor. North Ave. Q.C. 176 North Triangle Depot Commercial Corp. 16 313 G/F PalodomaKatipunan Avenue., Loyola Heights, Quezon City 140 Palodoma, Inc. 17 2/F Petron Marilao (PEC 1) North Luzon Expressway (Northbound), Bo. Lias, Marilao, Bulacan 140 Petron Corporation 18 Level 3 - Space No. 078 Robinsons Place Manila, cor. Pedro Gil. And Padre Faura Ave. Ermita, Manila 130 Robinsons Land Corporation 19 Level 4 - Space No. 04241,04245 & 04247 Robinsons Galleria, Edsa corner Ortigas Avenue, Quezon City 224 Robinsons Land Corporation 20 One Destination, 168 Aguinaldo Hi-way, Tagaytay City 250 Samian Corp. / Miguel Barreto 21 AX2 124 SM City Fairview, Quirino Highway Cor. Regalado Ave. Brgy Greater Lagro Nova. Quezon City 87 SM Prime Holdings, Inc. 22 Mega Strip Building B, SM Megamall, Mandaluyong City 145 SM Prime Holdings, Inc. 23 Unit 259-260, 2nd Level SM City GloriettaLuneta Hills, Upper Session Road, Glorietta City. 171 SM Primeholdings, Inc. 24 G/F Wilcon City Center Visayas Avenue, Quezon City 130 Wilcon Builders Supply, Inc. 46 Dencio’s Area Sqm Location of Property 1 Block 2A Harbour view Square, CCP Complex Manila 480 Lessor One Nakpil Global Ventures, Inc. Sizzlin’ Steak Area Sqm Location of Property Lessor 1 G-08 Lower Ground Alphaland Southgate Mall Cor. Edsa Pasong Tamo Ext. Makati City 103 Alphaland Corporation 2 203 2/F Ayala Cebu Lagoon Dev. Cebu Business Park, Cebu City 60 Cebu Holdings, Inc 3 Unit CW1 Eastwood Citywalk 1, Eastwood City, Quezon City 81 Eastwood Cyberone Corp. 4 3rd Level Chef's Ave.Festival Mall AlabangMuntinlupa City 107 Filinvest Land, Inc. 5 Unit 415 4th Floor, The Atrium SM Megamall, Julia Vargas Ave., Mandaluyong City 99 First Asia Realty Development Corp. 6 Ground Floor Block 1,unit 1105, Harbour Square, CCP complex, Roxas Blvd Brgy. 719 Zone 078 Malate Manila 70 Meedson Properties Corp. 7 Greenhill Promenade FC-3B Lower Level Brgy. Greenhills, San Juan City 32 Music Museum, Inc. 8 Level M1 Trinoma Mall Edsa Cor. North Ave. Brgy. BagongPag-asa Q.C 172 North Triangle Depot Commercial Corp 9 Level 4 SP no.120 Robinsons Galleria Edsa cor. Ortigasave. Quezon City 41 Robinsons Land Corporation 10 Unit 110 AX2, SM City Fairview, Quirino Highway, cor. Regalado Ave. Greater Lagro Novaliches, Quezon City 66 SM Prime Holdings Inc. 11 Unit 1151 Ground Floor main Mall of Asia, Pasay City 80 SM Prime Holdings, Inc. Le Coeur de France Area Sqm Location of Property Lessor 1 Unit G-07 G/F Southgate Mall Edsa Cor. Pasong Tamo Ext. Makati City 77 Alphaland Development, Inc. 2 San Antonio Arcade Forbes Park Makati City 32 Ayala Land, Inc. 3 1ST Level Space PUG 23 Fairview Terraces Quirino Highway corMaligaya Drive Pasong PutikNovaliches Quezon City 58 Ellimac Prime Holdings Inc. 4 Unit 157-158 Cluster G Metropolitan Park Roxas Blvd Pasay City 80 Federal Land Inc. 47 Area Sqm Location of Property Lessor 5 Ground Floor Building A SM Megamall EdsaMandaluyong City 1550 63 First Asia Realty Development Corporation 6 G/F, BG Unit 4, Butterfly Garden, Newport City, Brgy 183, Zone 20, Villamor, Pasay City 50 Megaworld Corporation 7 G/F Unit 104 Commercenter Commerce Ave. Corner Filinvest East Asia Drive, Filinvest Corporate City, AlabangMuntinlupa City 128 Philippine Allied Enterprises Corporation 8 G/F Times Plaza T.M. Kalaw Cor. Gen. Luna St. Manila 44 RHL Properties and Development Corporation 9 Level 3 Robinsons Galleria Ortigas Ave. Ext. Cor. Edsa Quezon City 1110 40 Robinsons Land Corporation 10 1/F Shangri-La Plaza EdsaMandaluyong City 1550 120 Robinsons Land, Inc. 11 Robinson's Tagaytay Emilio Aguinaldo Hiway Tagaytay Cavite 15 Robinsons Supermarket Corporation 12 Lower Ground Sta. Lucia East Grandmall San Isidro Cainta Rizal 1900 41 Sta Lucia Realty Corporation 13 Ground Floor Waltermart Center Makati Chino Roces Ave. Cor. Antonio Arnaiz Makati City 60 Willimson Incorporated Maple Area Location of Property 1 2 3 4 Sqm 2F, San Antonio Plaza Arcade, #50 Mckinley Road, Forbes Park, Makati City L179a & L120, Level 1, Ayala Cebu Expansion, Cebu Business Park, Archbishop Reyes Ave., Cebu City G/F Unit 108, Commerce Center, Filinvest Avenue, Filinvest Corporate City, Muntinlupa City Unit No. 1014, Lower Ground Level, East Wing, Shangri-la Plaza Mall, EDSA cor Shaw Blvd., Mandaluyong City Lessor 83 Ayala Land Corporation 128 Cebu Holdings,Inc. 130 Phil. Allied Enterprises Corp. 162 Shangrila Corporation Total lease payments of the Company for the year ended December 31, 2014 was P545.4 million, comprising of a combination of fixed and variable components based on a certain percentage of actual sales or minimum monthly gross sales, whichever is higher. Fixed rates are subject to annual escalations ranging from 5% to 10%. 48 Item 3. Legal Proceedings To the best of the knowledge of Management, the Company is not aware of: (a) any bankruptcy petition filed by or against any business of which they are incumbent directors or senior officers, was a general partner or executive officer either at the time of bankruptcy or within two (2) years prior to that time; (b) any conviction by final judgment in criminal proceeding, domestic or foreign, pending against any of the incumbent directors or officers; (c) any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court competent jurisdiction, domestic or foreign, permanently or temporarily enjoining, barring, suspending or otherwise limiting the involvement of any of the incumbent directors or executive officers in any type of business, securities, commodities or banking activities; and, (d) any finding by or domestic or foreign court competent jurisdiction (in civil action), the SEC or comparable foreign body, or domestic or foreign exchange or electronic marketplace or said regulatory organization, that any of the incumbent directors or executive officers has violated a securities or commodities law, and the judgment has not been reversed, suspended or vacated which may have a material effect in the operation and deter, bar or impede the fulfillment of his/her duties as a director or executive of the Company. 1. Fely Jayag v. Max’s Makati, Inc. (MMI) NLRC-NCR Case No. 2014-003-04374 National Labor Relations Commission The facts of this case are related to the Pavo case. Jayag was terminated as a branch administrative officer in Max’s Sucat for doing business with her own branch, a dismissible violation under the Code of Ethics of MMI. As a result, Jayag filed a case for illegal dismissal against MMI claiming payment of separation pay amounting to P500,000.00. The case is pending with the Labor Arbiter. 2. Kenneth G. Kibanoff v. Chicken’s R Us, Inc. (CRUI) Appeal Case No. 010-08 (Adm. Case No. 07-66) Department of Trade and Industry (DTI) Kibanoff filed a case against CRUI complaining of bad service in the baptismal reception of his daughter. On 14 December 2009, the Consumer Arbitration Officer rendered a decision in favor of Kibanoff ordering CRUI to pay a total of P69,000.00 as damages and administrative fines. CRUI filed a Notice of Appeal, from which the DTI issued an order requiring Kibanoff to file a Comment/Reply. Kibanoff did not file any Comment/Reply and CRUI had not received any order from DTI. 49 3. K2 Asia Ventures, et al. v. Robert F. Trota, et al. Case No. 09 CVS 2766 Superior Court Division North Carolina, Forsyth County The plaintiffs are K2 Asia Ventures, Ben C. Broocks and James G.J. Crowe. The defendants are: Robert F. Trota, Veronica Trota, Joselito Saludo (sic), Carolyn T. Salud, Roland V. Garcia, Cristina T. Garcia, Jim T. Fuentebella, Mavis M. Fuentebella, Sharon T. Fuentebella, Max’s Baclaran, Inc., Chicken’s R Us, Inc., Max’s Makati, Inc., Max’s Ermita, Inc., Max’s of Manila, Inc., The Real American Doughnut Company, Inc., Trofi Ventures Corp., Ruby Investments Company Holdings (sic) and Krispy Kreme Doughnut Corp. Plaintiff Broocks is a lawyer from Houston, TX who wanted to establish Krispy Kreme outlets across Asia. For the Philippines, Broocks and the Max’s Group agreed that Broocks would look for investors to establish the Krispy Kreme brand in the Philippines, while Max’s Group would serve as the operator. However, Broocks was not able to find any investor. As a result, the Max’s Group decided to source the funding on its own to establish and operate the Krispy Kreme brand in the Philippines. In turn, the Max’s Group and the Krispy Kreme Doughnut Corp. of North Carolina entered into an exclusive Development Agreement for the Philippines. In 2009, plaintiffs filed a case against defendants alleging that they were wrongfully excluded from the Development Agreement. Plaintiffs demand payment of damages, lost profits and lost opportunities from defendants. In 2013, the trial court dismissed the case for lack of jurisdiction. Broocks appealed the decision and the case is currently pending with the appellate court. 4. Alodeo F. Agsunod vs. Robert F. Trota, Eduardo B. Ungco, Jr., Cristina T. Garcia, Jim T. Fuentebella, Carolyn T. Salud, Sharon T. Fuentebella, Erlinda T. Fuentebella, Jean Burkley Rodriguez, Ruby Estaniel, Armando Orcena and Rick Martilliano I.S. No. XV-12-INV-14J-02489 For: Syndicated Estafa Office of the City Prosecutor of Parañaque City Alodeo F. Agsunod (“Agsunod”) was an employee of Q.C. Max’s, Inc. from 1961 to 1976. (Q.C. Max’s, Inc. (“Q.C. Max’s”) has been dissolved several years ago and no longer exists as a corporate entity.) Agsunod claims that while an employee of Q.C. Max’s, he made an investment of Two Hundred Pesos (P200.00) with the Max’s Ermita Loans and Savings Association, and One Hundred Pesos (P100.00) with the Max’s Baclaran Employees Loans and Savings Account Association. Agsunod asserts that he has not received any income from his said investments, which he claims should have earned eight percent (80%) per annum from 1974. On this basis, Agsunod filed the present compliant against respondents, claiming that the respondents are responsible for depriving him of his investments. The case is pending resolution of the prosecutor. 50 5. Rhema International Livelihood Foundation, Inc. vs. Prescilla S. Cardenas, et al. Civil Case No. 102030 Metropolitan Trial Court Branch 13, Manila The case is a forcible entry case that Rhema International Livelihood Foundation, Inc. (“RILFI”) filed against Prescilla S. Cardenas and other individuals in 2009 in relation to a certain building in Ermita, Manila. In 2014, RILFI amended its complaint to include a number of establishments located within the Ermita-Malate area as defendants, together with the Yellow Cab Restaurant along U.N. Avenue, Manila. In December 2014, YCFC filed its Answer to the Amended Complaint through the special representation of its counsel. YCFC is waiting for the action of the court on this Answer. Item 4. Submission of Matters to a Vote of Security Holders (not applicable) (Space Left Intentionally Blank) 51 PART II – OPERATIONAL AND FINANCIAL INFORMATION Item 5. Market for Issuer's Common Equity and Related Stockholder Matters Market Information Pancake House, Inc. common shares were listed in the Philippine Stock Exchange on December 15, 2000. After renaming to Max’s Group, Inc., the Company recently conducted a follow-on offering of 197,183,100 million common shares at an offer price of P17.75 per share last December 12, 2014. At present, the Company’s shares are being traded under the ticker “MAXS”. Below is the trading record of the Company for the past three years: Market Information (per quarter) Year Quarter High Low Volume 2012$ 2012$ 2012$ 2012$ 2013$ 2013$ 1Q$ 2Q$ 3Q$ 4Q$ 1Q$ 2Q$ 12.00$ 12.20$ 11.36$ 8.50$ 8.45$ 13.50$ 10.00$ 9.00$ 6.88$ 7.46$ 7.50$ 7.88$ 22,200$ 32,900$ 4,194,600$ 482,300$ 318,600$ 939,600$ 2013$ 3Q$ 13.00$ 11.50$ 295,600$ 2013$ 4Q$ 21.00$ 12.80$ 566,300$ 2014$ 1Q$ 19.00$ 7.25$ 6,148,800$ 2014$ 2Q$ 22.50$ 8.10$ 1,953,600$ 2014$ 3Q$ 68.00$ 25.15$ 8,472,180$ 2014$ 4Q$ 26.40$ 17.30$ 39,484,100$ 2015$ 1Q$ 35.50$ 23.30$ 106,786,900$ Market'Information'(Last'Trading'Date)' Date$ Open$ High$ Low$ Close$ Volume$ %$Change$ $$ December$29,$2014$ 25.00$ 25.50$$ 24.15$$ $24.55$$ 1,737,500.00$$ G1.6%$ 52 Top 20 Shareholders on Record as of December 31, 2014 Name Citizenship No. of Shares % PCD Nominee Corp. (Filipino) Filipino 1,080,248,526 99.37% Joanne Que Lim Filipino 1,000,000 0.09% Walter Que Lim Filipino 1,000,000 0.09% Wilson Lim and/or Jusy Que Lim Filipino 1,000,000 0.09% Winston Que Lim Filipino 1,000,000 0.09% Wilson Jesse Q. Lim Jr. Filipino 1,000,000 0.09% Jacqueline Q. Lim Ong Filipino 1,000,000 0.09% PCD Nominee Corp. (Non-Filipino) Foreign 143,684 0.01% Consuelo Tan 60,000 Mel Macaraig Filipino Filipino 60,000 0.01% 0.01% Zorayda Rosemarie Dela Rosa Zarsadias Filipino 52,000 0.00% Matilde M. Cupido Filipino 45,600 0.00% Maria Luisa Lorenzo Filipino 40,000 0.00% Eric Manalang Filipino 40,000 0.00% Aries T. Gamboa Filipino 26,000 0.00% Angelina C. Garcia Filipino 20,000 0.00% Levina Fader Filipino 20,000 0.00% Ma. Grace Leah Banaag Filipino 20,000 0.00% Dawn Aimee Castro Filipino 20,000 0.00% Jose Miguel Zamora Filipino 20,000 0.00% Total top 20 Shareholders 1,086,815,810 99.97* Total Outstanding Shares 1,087,082,024 * Slight discrepancy due to rounding off. There are approximately 82 shareholders as of December 31, 2014. Dividends The following shows the Company’s dividend payout history since 2011: Declaration Date Record Date Payment Date Retained Earnings as of Amount per Share (PHP) May$27,$2011$ June$15,$2011$ June$30,$2011$ December$31,$ 2010$ 0.0907$ 21,568,048.00$ December$8,$ 2011$ December$23,$ December$29,$ 2011$ 2011$ June$30,$2011$ 0.0512$ 12,175,127.30$ 53 Total Dividends (PHP) Declaration Date Record Date Payment Date Retained Earnings as of Amount per Share (PHP) May$31,$2012$ June$15,$2012$ June$29,$2012$ December$31,$ 2011$ 0.1469$ 34,932,152.34$ Feb$22,$2013$ March$11,$ 2013$ March$29,$ 2013$ June$30,$2012$ 0.1007$ 23,946,002.32$ June$28,$2013$ July$12,$2013$ July$31,$2013$ December$31,$ 2012$ 0.1897$ 45,109,797.81$ May$12,$2014$ August$22,$ 2014$ September$ 18,$2014$ G$ 100%$ Stock$ Dividends$ Total Dividends (PHP) 259,210,840$ Recent Sales of Unregistered Securities The Company has not sold nor traded any unregistered securities. Item 6. Management's Discussion and Analysis or Plan of Operation RESULTS OF OPERATIONS AND FINANCIAL CONDITION FOR 2014 The discussion pertains to the results of operations of the Pancake House Group for the twelve months ended 2014 and Max’s Entities for the two months ended 2014 based on Securities Exchange Commission approval on the consolidation in November 2014. This discussion further shows full year comparative Pro-forma and Core Net Income with the difference being one-off costs related to the acquisition of Pancake House Group in February 2014. Please refer to page 33. Max’s Group, Inc. reported consolidated revenues of P4.87 billion for the twelve months ended 2014. Store sales, accounted for 86% of total revenues was at P4.19 billion, with a network of 540 branches including 28 overseas as of December 31, 2014. The Company deliberately ceased operations of 33 outlets across different brands in 2014. This initiative saved the Company approximately P31.5 million annually, allowing the Company to divert resources to other growing and value-accretive ventures. Commissary sales, constituted 11% of total revenues stood at P518.0 million in 2014. There are on-going activities to rationalize back-end operations by maximizing productivity of the Company’s existing commissaries. Franchise income (franchise and royal fees) comprised 3% of total revenues came in at P156.4 million in 2014. The Company opened 12 franchised stores and signed four new franchise agreements during the year. These are expected to be part of the Company’s store expansion pipeline in 2015. 54 Winning brands Max’s, Pancake House, Yellow Cab and Krispy Kreme were the largest revenue contributors of the group. Full year Pancake House and Yellow Cab revenues were at P993.5 million and P1.95 billion, respectively. Max’s and Krispy Kreme revenues for the last two months of 2014 were at P802.8 million and P278.6 million, correspondingly. These brands collectively accounted for P4.02 billion or 83% of total revenues for the reported period. The Company continues to refresh its others brands namely Teriyaki Boy, Dencio’s and Sizzlin’ Steak by repositioning and right-sizing stores in prime locations, uplifting food quality, enhancing store appearance and improving service levels. Following its merger with the Pancake House Group, the company underwent a comprehensive revamping program to align its portfolio of brands and consolidate operations. This initiative includes enhancing top brands, reinvigorating, selling, converting or discontinuing underperformers and upgrading service platforms. Consolidated cost of sales was at P3.95 billion in 2014 or 81% of total revenues, primarily driven by price fluctuations in raw materials and packaging components. General and administrative expenses came in at P712.7 million or 15% of total revenues in 2014, mainly attributed to personnel expenses and occupancy costs. Provision for impairment loss was recorded at P150.6 million in 2014, due to the effect of allowances booked for past due accounts and leasehold improvements related to closed stores. This is part of management’s on-going housekeeping initiative to enter 2015 with a stronger balance sheet. Selling and marketing expenses stood at P203.2 million in 2014, mainly steered by intensified advertising and promotional campaigns aimed at strengthening brand equity and broadening market scope. Consolidated EBITDA registered at 5.9% of sales to P286.6 million for the twelve months ended 2014 of Pancake House Group and two months ended 2014 of Max’s Entities. As a result of interest and other costs related to the acquisition and integration, the Company posted a net loss of P66.2 million as of December 31, 2014. Excluding one-time costs, core net income would have been P73.2 million in 2014. As of today, the company is implementing its blueprint for generating synergies within its base of operations across all brands primarily from supply chain, marketing and support services. The company will adopt category management in its procurement of raw materials to capitalize on negotiated prices with suppliers. A shared services model will likewise be rolled out in the first half of 2015 to centralize back-end support for both local and international operations. The company expects to benefit from considerable cost savings as it expects to realize a significant portion of these efficiencies this year, creating more flexibility to reallocate resources and expand margins. 55 Management actions on the integration are on track with the company’s overall development strategy. The company continues to evaluate opportunities for expansion and identify other savings. For this year, the company plans to open 80-90 stores across its brands, with at least more than half already backed by signed agreements and firm locations to date. Comparative Pro-forma and Core Income Statement The following provides a comparative pro-forma and core income statement discussion reflecting combined results of operations for both Max’s Entities and Pancake House Group for full year 2014. Max’s Group, Inc. generated revenues of P9.55 billion for the twelve months ended December 31, 2014, up 5% from P9.22 billion for the twelve months ended December 31, 2013. Store sales grew 7% to P8.02 billion in 2014 versus P7.25 billion in the previous year despite planned closure of 33 outlets and downtime owing to renovation works carried out to upgrade store facilities. Commissary sales declined 4% to P1.26 billion in 2014 from P1.30 billion in 2013 while franchise income (franchise and royalty fees) contracted 6% to P267.5 million as a result of management’s deliberate move to shut down underperformers, which included some franchised stores. Consolidated cost of sales was at P7.72 billion, equivalent to 80% of total revenues in 2014, down 5% from P7.25 billion and a cost to sales ratio of 80% in 2013, due to the impact of streamlining supply chain activities and optimization of commissary operations. Consolidated EBITDA stood at 7% to P700.2 million for the twelve months ended 2014. Nonetheless, the Company posted a net loss of P56.0 million for the year. On a stand-alone basis, Max’s Entities posted a net income of P1.39 billion in 2014 primarily driven by mark-tomarket gains related to the sale of Max’s Group shares. Excluding one-time gains, regularized net income would result to P155.6 million in 2014, while Pancake House Group recorded a net loss of P1.5 million for the same period. As a result of undertaking a series of market-moving transactions in 2014, the Company incurred certain costs, which are one-off in nature and are not expected to be part of the ordinary course of business moving forward. A total of P314.7 million were booked as nonrecurring expenses in 2014 bulk of which comprised of interest costs related to the acquisition, provisions for impairment losses on uncollected receivables and leasehold improvements due to closed stores as well as professional fees associated with capital raising. After-tax effect of these one-offs amounted to P210.1 million as of year-end. Under normalized earnings notwithstanding the impact of one-time costs, core net income would have been P154.1 million for 2014. The Company is looking forward to unlocking the potential of a larger group and propelling its brands to the next phase of growth. 56 Table 1 - Consolidated Profitability Ratios (x: 1.00) For the Twelve Months Ended December 31 Net Income Ratio Return on Assets Return on Equity 2014 2013 2012 -1.36% -6.76% -1.64% 2.11% 2.67% 7.73% 4.36% 5.16% 14.53% Financial Statements The consolidated financial statements of Max’s Group, Inc. (“MGI”) and its subsidiaries as of December 31, 2014 and for the years ended December 31, 2013 and 2012 include the consolidated accounts of the Company and the following subsidiaries: % Ownership Remarks Pancake House: Happy Partners, Inc. 51% Established in 2004; started commercial operations in September 2004 PCK-MTB, Inc. 60% Established in January 2005; started commercial operations in May 2005 PCK Bel-Air, Inc. 51% Established in February 2005; started commercial operations in May 2005 Always Happy Greenhills, Inc. 60% Established in February 2006; started commercial operations in March 2006 PCK MS, Inc. 50% Established in November 2007; started commercial operations in November 2007 60% Established in September 2009; started commercial operations in October 2009 PCK Boracay, Inc. 51% Established in January 2011; started commercial operations in March 2011 PCK-LFI, Inc. 7x0% Established in January 2011; started commercial operations in April 2011 PCK-N3, Inc. 51% Established in January 2011; started commercial operations in May 2011 PCKPolo, Inc. 70% Established in June 2012; started operations in July 2012 Always Happy BGC, Inc. PCK-Palawan, Inc. 60% 57 Established in June 2012; started operations in July 2012 % Ownership Pancake House Int’l, Inc. 100% PH Ventures, Inc. 100% Pancake House Products, Inc. 100% Remarks Established in February 2007 Dencio’s: DFSI-One Nakpil, Inc. 60% DFSI Subic, Inc. 100% Golden BERRD Grill, Inc. 100% Established in January 2005; started commercial operations immediately thereafter Established in March 2005 by DFSI; started commercial operations in November 2005 Teriyaki Boy: TERIYAKI BOY GROUP, INC. (TBGI) 70% Acquired by PHI on October 28, 2005 40% Established in May 2005; started commercial operations in November 2006 TBGI Marilao, Inc. 51% Established in November 2006; started commercial operations in January 2007 TBGI Trinoma, Inc. 60% Established in March 2007; started commercial operations in May 2007 Tboy MS, Inc. 50% Established in November 2007; started commercial operations in December 2007 TBGI Tagaytay, Inc. PCK-Palawan, Inc. 60% Singkit: 88 JUST ASIAN, INC. 80% Established in June 2012; started operations in July 2012 Established in March 2006; started commercial operations in May 2006 Le Coeur de France: BOULANGERIE FRANCAISE, INC. 100% Acquired on February 8, 2008 The Chicken Rice Shop: CRPPHILIPPINES, INC. 50% Established in January 2011; started commercial operations in April 2011 100% Acquired on September 9, 2011 55% Established on November 2012; started commercial operations in December 2012 Yellow Cab: YELLOW CAB FOOD CORP. YCPI Pizza Ventures, Inc. Max’s Entities: Max’s Makati, Inc. 100% 58 Established in August 20, 1981 % Ownership Remarks Max’s Kitchen, Inc. 100% Established in September 11, 2002 Max’s SM Marikina, Inc. 100% Established in July 10, 2008 Chicken’s R Us, Inc. 100% Established in July 2, 2002 Square Top, Inc. 100% Established in March 20, 2001 Max’s (Ermita), Inc. 100% Established in February 3, 1969 Max’s Baclaran, Inc. 100% Established in September 8, 1981 Max’s Food Services, Inc. 100% Established in February 25, 1974 No Bia, Inc. 100% Established in January 17, 2001 Max’s Bakeshop, Inc. 100% Established in May 8, 1989 Max’s Circle, Inc. 100% Established in August 20, 1993 Max’s Franchising, Inc. 100% Established in March 19, 1998 Ad Circles, Inc. 100% Established in February 23, 2001 The Real American Doughnut Company, Inc. 100% Established in May 16, 2006 Fresh Healthy Juice Boosters, Inc. 100% Established in April 8, 2011 Global Max Services Pte. Ltd. ROHQ 100% Established in August 1, 2012 Max’s Express Restaurant, Inc. 100% Established in December 4, 2012 Room Ventures Corporation 100% Established in January 2, 2012 MGOC Holdings, Inc. 100% Established in April 12, 2005 Trota Gimenez Realty Corporation 100% Established in November 2, 1982 59 Financial Condition, Liquidity and Capital Resources Financial Condition The following table shows the consolidated assets, liabilities and stockholder's equity as of December 31, 2014 and 2013. Table 2 - Consolidated Balance Sheet Current Assets Total Assets Current Liabilities Total Liabilities Total Equity As of December 31, 2014 As of December 31, 2013 2,361.84 9,901.19 4,396.73 5,868.32 4,032.87 951.12 2,969.92 1,821.80 1,944.49 1,025.43 As of December 31, 2014, consolidated assets amounted to P9.90 billion from P2.97 billion as of December 31, 2013. Total liabilities came in at P5.87 billion in 2014 compared to P1.94 billion in 2013. Total Stockholder's Equity stood at 4.03 billion in 2014. Liquidity Position The table below shows the current ratio, asset-to-equity ratio and debt-to-equity ratio for the years ended December 31, 2014, 2013 and 2012: Table 3 – Liquidity and Solvency Ratios (x: 1.00) For the Twelve Months Ended December 31 Current Ratio Asset-to-Equity Ratio Debt-to-Equity Ratio 2014 2013 2012 0.51 2.43 1.43 0.52 2.90 1.90 1.01 2.82 1.82 The Company's current ratio was at 0.51x as of twelve months ended December 31, 2014. asset-to-equity ratio came in at 2.43x, while debt-to-equity ratio stood at 1.43x in 2014. 60 RESULTS OF OPERATIONS AND FINANCIAL CONDITION FOR 2013 Results of Operations The table below shows the consolidated operating results for the years ended December 31, 2013, 2012 and 2011: Table 2 – Comparative Income Statement For the Twelve Months Ended December 31, 2013, 2012, and 2011 CONSOLIDATED (Php Million) 2013 % 2012 % 2011 REVENUES Store Sales Commissary Sales Franchise Income Total Revenues COSTS AND EXPENSES Cost of Sales* Cost of Labor* Operating Exp.* Sales & Marketing Exp.** Administrative Exp.** Total Costs and Expenses INCOME (LOSS) FROM OTHER INCOME (CHARGES) INCOME BEF. INCOME TAX BENEFIT FROM (PROV. FOR) INCOME TAX NET INCOME(LOSS) ATTRIBUTABLE TO: Equity Holders of Parent Minority Interest Total 3,103.22 82.7% 503.47 13.4% 144.86 3.9% 3,751.55 100.0% 2,831.60 82.5% 467.11 13.6% 132.00 3.8% 3,430.70 100.0% 1,381.29 527.68 1,158.26 131.39 436.76 3,635.37 116.18 26.35 142.53 38.3% 14.6% 32.1% 3.5% 11.6% 96.9% 3.1% 0.7% 3.8% 1,223.14 493.93 1,082.67 62.88 399.30 3,261.93 168.77 41.70 210.47 (63.26) 79.27 -1.7% 2.1% 105.63 (26.35) 79.27 436.39 12.66 449.05 EBITDA: ATTRIBUTABLE TO: Equity Holders of Parent Minority Interest TOTAL EBITDA % 1,840.55 78.6% 394.73 16.9% 106.50 4.5% 2,341.77 100.0% Inc (Dec) Php % 271.62 36.37 12.86 320.85 9.59% 7.79% 9.74% 9.35% 37.1% 852.79 15.0% 351.29 32.8% 689.13 1.8% 28.24 11.6% 257.14 95.1% 2,178.59 4.9% 163.19 1.2% (17.59) 6.1% 145.60 38.2% 15.7% 30.8% 1.2% 11.0% 93.0% 7.0% -0.8% 6.2% 158.14 33.74 75.58 68.50 37.46 373.43 (52.58) (15.35) (67.94) 1.22% -0.34% -0.71% 1.67% 0.00% 1.82% -1.82% -0.51% -2.34% (60.85) 149.62 -1.8% 4.4% (46.29) 99.31 -2.0% 4.2% (2.41) (70.34) 0.09% -2.25% 2.8% -0.7% 2.1% 151.42 (1.81) 149.62 4.4% -0.1% 4.4% 89.84 9.47 99.31 3.8% 0.4% 4.2% (45.79) (24.54) (70.34) -1.60% -0.65% -2.25% 11.6% 0.3% 12.0% 444.40 21.84 466.24 13.0% 0.6% 13.6% 300.92 39.04 339.97 12.9% 1.7% 14.5% (8.02) (9.18) (17.19) -1.32% -0.30% -1.62% * Cost of sales, Cost of labor and Operating expenses are computed as a percentage of combined restaurant and commissary sales ** Sales & marketing expenses and Administrative expenses are computed as a percentage of Total revenues The Group’s consolidated revenues increased by 9.3% to P3.75 billion during the year ended December 31, 2013 from last year's P3.43 billion. Meanwhile, Store Sales increased by 10% to P3.1 billion in 2013 from P2.8 billion in 2012. Commissary sales increased by 8% to P503.5 million in the current year from P467.1 million last year. Franchise revenues (continuing royalty and franchise fees) rose by 13%, to P144.9 million this year as compared to P132 million of last year. Combined restaurant and commissary costs of sales ratio increased by 1% to 38% this year from 37% in 2012.The increase is due to continuous increase in prices of raw materials, paper costs and other packaging materials. 61 The Group’s Labor Cost of 14.6% or P528 million slightly improved vis a vis last year’s 15.0% of P494 million due to the impact of streamlining our head office complement as a result of implementing new ERP system in the company, and the constant review and rationalization of employees in our two commissaries and efficiencies in the commissary processes. Consolidated operating expenses for the current year slightly improved from 32.8% in 2012 to 32.1% in 2013 and 32.8% as management continues to implement programs that optimize the use of the group’s resources and generate savings. Consolidated sales and marketing expenses significantly increased this year as it doubled to P131.9 million in 2013 from P62.9 million in 2012 due to numerous brand revitalization programs to continuously defend the brand from aggressive competitors, especially in the lines of Japanese cuisine for Teriyaki Boy and Sizzlin’ Pepper Steak as well as the need to increase customer awareness through loyalty programs, billboard communication and other forms of advertising to keep our brands top of mind and relevant to our customers. Consolidated administrative expenses remained at 11.7% of total revenues. Consolidated other income and charges resulted to net consolidated other income of P28 million, decline as compared to net other income of P42 million last year. The decrease was attributable to the decline in the service income related to the culinary school operations. The group’s profitability declined as it posted a net income ratio of 2% or P79 million (P106 million attributable to equity holders of the Parent) for the current year compared to P149 million or 4% (P151 million attributable to equity holders of the Parent) in the previous year. The decline was attributable mainly to the intensified marketing campaigns and brand revitalization programs. Both of which are expected to benefit the company in the succeeding years. All other controllable expenses were kept same as last year. Consolidated EBITDA declined at P449 million (P436 attributable to equity holders of the Parent) for the year 2013 with a ratio to Sales of 12.0%. This is a decline in absolute value of 3.7% from 13.6% or 466 million in 2012. The comparative analysis of profitability ratios for the years ended December 31, 2013, 2012 and 2011 is stated below. Table 3 - Consolidated Profitability Ratios (x: 1.00) For the Twelve Months Ended December 31 2013 Net Income Ratio Return on Assets Return on Equity 2.11% 2.67% 7.73% 62 2012 4.34% 5.16% 14.53% 2011 4.24% 3.70% 10.79% Financial Condition, Liquidity and Capital Resources Financial Condition The following table shows the consolidated assets, liabilities and stockholder's equity as of December 31, 2012 and 2011. Table 4 - Consolidated Balance Sheet As of December 31, 2013 Current Assets Total Assets Current Liabilities Total Liabilities Total Equity 951.12 2,969.92 1,821.80 1,944.49 1,025.43 As of December 31, 2012 955.38 2,889.48 946.01 1,864.16 1,025.32 As of December 31, 2013, consolidated assets amounted to P2.97 billion from P2.89 billion (as restated) as of December 31, 2012. Consolidated liabilities increased from P946 million in 2012 to P1.82 billion in 2013. Total Stockholder's Equity remained at 1,025 million in 2013. Liquidity Position The Group's current ratio significantly decreased from 1.01 in 2012 to 0.52 as of December 31, 2013 due to reclassification of long term debt to current because it was subsequently settled in March 2014. Total debt to asset ratio is at 0.65:1.00 both in 2013 and 2012, while total debt to equity ratio increased to 1.87:1.00 in 2013 from 1.80:1.00 in 2012. 63 ACCOUNTS WITH MORE THAN 5% CHANGE IN BALANCES (Against December 31, 2014 Balances) Cash Cash level stood at P956.5 million as of December 31, 2014, boosted by proceeds from the Company’s follow-on offering. Trade and Other Receivables Trade and other receivables amounted to P677.6 million in 2014, net of impairment loss of P180.7 million. Inventories Inventories were at P364.29 million as at December 31, 2014, primarily composed of food and beverage items. Prepaid expenses and Other Current Assets Prepaid Expenses and Other Current Assets totaled to P263.60 million, due to prepayments for newly opened stores. Property and Equipment Property and Equipment settled at P1.71 billion as of December 31, 2014. Intangible Assets Intangible Assets ended at P4.13 billion as of December 31, 2014, mainly comprised of goodwill. Pension Asset Pension Asset was recorded at P462.15 million as at December 31, 2014, due to present value of defined benefit obligation. Deferred Income Tax Assets Deferred Income Tax Assets came in at P93.3 million as of December 31, 2014, due to provisions for retirement benefits. Security Deposits on Lease Contracts Security Deposits on Lease contracts was at P320.57 million as of December 31, 2014, driven by prepayments of security deposits for new stores. Other Non-Current Assets Other Non-Current Assets stood at P289.1 million as at December 31, 2014, attributable to reclassification and utilization of deposits. Trade and Other Payables Trade and Other Payables ended at P2.19 billion as of December 31, 2014, owing to payments due to suppliers. 64 Loans Payable Loans Payable settled at P2.09 billion as at December 31, 2014, due to additional bank availments. Current Portion of Long-Term Debt Current Portion of Long-Term Debt amounted to P73.7 million as of December 31, 2014, due to short-term borrowings. Income Tax Payable Income Tax Payable was at P37.9 million as at December 31, 2014. Long-Term Debt Long-Term Debt totaled to P1.20 billion as of December 31, 2014, mainly composed of bank borrowings. Retirement Benefit Obligations Retirement Benefit Obligations stood at P101.9 million as of December 31, 2014, comprised of retirement provisions. Capital Stock Capital Stock stood at P1.09 billion as at December 31, 2014, related to declaration of stock dividends in September 2014. Cash Dividends The following dividends were declared out of the Company’s retained earnings since 2010: Declaration Date Record Date Payment Date Retained Earnings as of Amount per Share (PHP) Total Dividends (PHP) December 31, 2009 0.0465 8,957,590.93 June 30, 2010 0.0537 12,769,615.93 December 31, 2010 0.0907 21,568,048.00 June 30, 2011 June 30, 2011 0.0512 12,175,127.30 June 15, 2012 June 29, 2012 December 31, 2011 0.1469 34,932,152.34 March 6, 2013 March 11, 2013 March 29, 2013 June 30, 2012 0.1007 23,946,002.32 July 9, 2013 July 12, 2013 July 31, 2013 December 31, 2012 0.1897 45,109,797.81 May 25, 2010 June 10, 2010 June 30, 2010 November 12, 2010 December 1, 2010 May 27, 2011 June 15, 2011 December 15, 2010 December 31, 2010 December 8, 2011 December 23, 2011 May 31, 2012 65 Equity Securities There were no issuances, repurchases and repayments of debt and equity securities during the period. DISCUSSION OF THE COMPANY’S TOP FIVE (5) KEY PERFORMANCE INDICATORS The following are the major performance indicators that the company uses. Analyses are employed by comparisons and measurements based on the financial data for the twelve months ended December 31, 2014 and 2013. Number of Stores Consistent with its thrust to grow the business, the Group opened new stores to make way for a broader market reach. The Company focused on a disciplined expansion strategy to assure sustainable growth. The Company reinvested its resources in the expansion of stores across all brands while it rationalized other stores for relocation to areas appropriate to its market. Below is the breakdown of the Company’s store network as of December 31, 2014: Max’s Restaurant Pancake House Yellow Cab Krispy Kreme Sizzlin’ Steak Teriyaki Boy Dencio’s Kabisera ng Dencio’s Le Couer De France Maple Jamba Juice Grand Total Company Owned 78 43 95 61 11 19 13 4 15 339 Franchised 66 59 13 2 8 10 158 International 15 7 6 28 Joint Venture 7 2 5 1 15 Total 159 116 116 61 13 32 11 13 4 15 540 System Sales System Wide Sales pertains to the total sales to customers both from company-owned and franchised stores. Total system-wide sales of the Company amounted to P12.80 billion for the twelve months ended December 31, 2014. 66 Revenues The company and its operating subsidiaries generate revenues from three sources: (i) Restaurant sales from company-owned stores; (ii) Commissary sales to franchised stores; and (iii) Fees from franchisees consisting of one-time franchise fees and continuing license fees. The Company posted consolidated revenues of P4.87 billion comprised of the Pancake House Group for the twelve months ended 2014 and Max’s Entities for the two months ended 2014. Earnings before Interest, Taxes, Depreciation, and Amortization (EBITDA) EBITDA measures the company’s ability to generate cash from operations. It is computed by adding back depreciation and amortization (non-cash expenses) to earnings before interest and income taxes are deducted. Consolidated EBITDA was at P286.6 million for the twelve months ended 2014 of Pancake House Group and Max’s Entities for the two months ended 2014. Net Income Ratio Net Income Ratio provides a measure of return for every peso of revenue earned, after all other operating expenses and non-operating expenses, including provision for income taxes, are deducted. It is the percentage of the company’s income after tax to net sales in a given period. Net Income Ratio posted a loss of 1.4% of revenues or P66.2 million for the twelve months ended 2014 of Pancake House Group and Max’s Entities for the two months ended 2014. Off Balance Sheet Transactions, Arrangement, Obligation and Other Relationships There are no off-balance sheet transactions, arrangements, obligation (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons created during the reporting period. Item 7. Financial Statements Attached is an index for the Company’s audited consolidated financial statements and supplementary schedules as of and for the years ended December 31, 2014 and 2013 and 2012. Item 8. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure As a result of the change in control, the stockholders of the Company elected Reyes Tacandong & Co. as the Company’s external auditor at the annual stockholders’ meeting held on June 10, 2014. There have been no disagreement with the external auditor with regards to any matter relating accounting principles or practices, financial statement, disclosures or auditing scope or procedure. 67 PART III - CONTROL AND COMPENSATION INFORMATION Item 9. Directors and Executive Officers of the Issuer The following served as the Directors and Officers of the Company for the year 2014: SHARON T. FUENTEBELLA, Chairperson Sharon T, Fuentebella, age 48, Filipino, currently sits as President of The Real American Doughnut Company, Inc., Fresh Healthy Juice Boosters, Inc., MGOC Holdings Corp. and Trota, Gimenez Realty Corp. She holds the Directorship and acts as Chairperson to most of Max’s corporations and its affiliates namely: Max’s Ermita, Inc., Chicken’s R Us, Inc., Max’s Food Services, Inc., Max’s Baclaran, Inc., Max’s Makati, Inc., Max’s Kitchen, Inc., Max’s Circle, Inc., Max’s SM Marikina, Inc. and other affiliates such as, Ad Circles, Inc., No Bia, Inc., Square Top, Inc., Room Ventures, Corp., Max’s Express Restaurants, Inc., and Max’s Bakeshop, Inc. Ms. Fuentebella holds a Bachelor of Science degree in Business Management from the De La Salle University and has completed training seminars/programs for managing family-owned companies conducted by the Asian Institute of Management (AIM) and managing growing companies from Stanford University. ROBERT F. TROTA, President and Chief Executive Officer Robert F. Trota, age 47, Filipino, currently serves as President of No Bia, Inc. and Trotam Realty Corp. He also sits as the Board of Directors for most of the Max’s corporations and its affiliates. He is currently the Vice Consul for the Consulate General of Ireland. Moreover, Mr. Trota served as Chairman of the Philippine Franchise Association from June 2009 to 2013. Mr. Trota holds a Bachelor of Science degree in Business Management from the De La Salle University and has completed training seminars/programs for effective management and family-owned company governance and management conducted by the Asian Institute of Management (AIM). CRISTINA T. GARCIA, Director Cristina T. Garcia, age 49, Filipino, is currently the Resident Agent and Director for Finance of Global Max Services Ltd. – ROHQ. She likewise holds the Directorship and Treasurer positions in various companies namely: Max’s Ermita, Inc., Max’s Food Services, Inc., Chicken’s R Us, Inc., Max’s Baclaran, Inc., Max’s Circle, Inc., Max’s Express Restaurants, Inc., No Bia, Inc., Trofi Ventures Corp., Trofi Holdings Corp., Trofi Boosters Corp., Max’s SM Marikina, Inc., Room Ventures Corp., Max’s Bakeshop, Inc., Max’s Franchising, Inc., Max’s Makati, Inc., Max’s Kitchen, Inc., The Real American Doughnut Company, Inc., Fresh Healthy Juice Boosters, Inc., MGOC Holdings, Inc., Ad Circles, Inc., Square Top, Inc. and Trota, Gimenez Realty Corp. Ms. Garcia holds a Bachelor of Science degree in Business Management from the Ateneo de Manila University (1986). 68 CAROLYN T. SALUD, Director Carolyn T. Salud, age 51, Filipino, holds the Directorship and President position of Max’s corporations namely: Max’s Ermita, Inc., Chicken’s R Us, Inc., Max’s Food Services, Inc., Max’s Baclaran, Inc., Max’s Makati, Inc., Max’s Kitchen, Inc., Max’s Circle, Inc., Max’s SM Marikina, Inc. and other affiliates such as, Ad Circles, Inc., No Bia, Inc., Square Top, Inc., Room Ventures, Corp., Max’s Express Restaurants, Inc., and Max’s Bakeshop, Inc. She likewise serves as Chairperson of Fresh Healthy Juice Boosters, Inc., The Real American Doughnut Company, Inc., Trofi Boosters Corp., Trofi Holdings, Corp., Trofi Ventures, Corp., Trota, Gimenez Realty Corp. and MGOC Holdings, Corp. Ms. Salud holds a Bachelor of Science degree in Business Administration from Assumption College. DAVE T. FUENTEBELLA, Director and Chief Finance Officer Dave T. Fuentebella, age 47, Filipino, is currently the Chief Finance Officer of Max’s Group, Inc. He was previously a full-tima banking professional, having held various positions in BPI Capital, Citibank, Standard Chartered Bank, and Credit Agricole since 2001. He has been the Director and Head of Global Transaction Banking in Deutsche Bank since 2012. He previously served as Director in Max’s Makati, Inc., Max’s Kitchen, Inc., Max’s Sta. Mesa, Inc. and Square Top, Inc. Mr. Fuentebella holds a Bachelor of Arts degree in Economics and Political Science from the University of California, Berkeley and completed his Master’s Degree in Business in the Asian Institute of Management (AIM). JIM T. FUENTEBELLA, Director Jim T. Fuentebella, age 46, Filipino, is currently a Director and Vice President for Marketing of Max’s Group, Inc., The Real American Doughnut Company, Inc., Fresh Healthy Juice Boosters, Inc., MGOC Holdings, Inc., Trota, Gimenez Realty Corp., Ad Circles, Inc., Square Top, Inc. No Bia, Inc. and Room Ventures, Inc. Mr. Fuentebella holds a Bachelor of Arts degree in Graphic Design with a minor in Business Administration from the Academy of Art, University of San Francisco and has completed training seminars/programs for effective management and familyowned company governance and management conducted by the Asian Institute of Management (AIM). WILLIAM E. RODGERS, Director William E. Rodgers, age 53, American, is the President of MG Rodgers Phil. Inc. He is a Director for eMax’s LLC, Alpha Max Group LTD, Ad Circles, Inc., Max’s Franchising, Inc., Room Ventures Corp., and Trota Gimenez Realty Corp. Mr. Rodgers holds a Master’s Degree in Economic Development from Columbia University and has completed training seminars/programs for family-owned company governance and management conducted by the Asian Institute of Management (AIM). 69 ANTONIO JOSE U. PERIQUET, Independent Director Antonio Jose U. Periquet, age 54, Filipino, is an Independent Director of Max’s Group, Inc. He is chairman of Pacific Main Holdings, Inc., Regis Financial Advisers, Inc. and the Campden Hill Group inc. He also sits as a director of The Straits Wine Company, Inc., and is an independent director of ABS-CBN Holdings, Inc., ABS-CBN Corporation, Ayala Corporation, Bank of the Philippine Islands, BPI Capital Corporation, BPI Family Bank, Inc., DMCI Holdings, Inc., and the Philippine Seven Corporation. He is a trustee of Lyceum of the Philippines University and a member of the Global Advisory Board of the University of Virginia's Darden School of Business. Mr. Periquet holds an AB Economics degree from the Ateneo de Manila University, an MSc in Economics from Oxford University and an MBA from the University of Virginia. CHRISTOPHER P. TANCO, Independent Director Christopher P. Tanco, age 52, American, is an Independent Director of Max’s Group, Inc. He currently serves as Head of International and Executive Vice President at 7-Eleven, Inc., a position he has held since March 2012. He served as the Senior Vice President of International at 7-Eleven, Inc. (November 2009-February 2012). Previously, he served as the Chief Franchise Officer of Yum! Brands, Inc. (February 2007 to November 2009). With nearly 20 years of experience, he served in various International, Operations and Franchising leadership roles. KEY OFFICERS REBECCA R. ARAGO, Treasurer, Compliance Officer and Corporate Information Officer Rebecca R. Arago, 43, Filipino, is currently the Treasurer, Compliance Officer and Corporate Information Officer of Max’s Group, Inc. Prior to the acquisition of the of the Pancake House Group by the Max’s Group of Companies (MGOC), Ms. Arago has also held the position of Chief Finance Officer since 2008. Prior to joining MGOC, Ms. Arago was Assistant Vice-President for Finance of Ubix Corporation, Comptroller of Philippine Seven Corporation, Accounting Manager of Shoemart Inc., Chief Accountant of Puerto Azul Beach & Country Club, and Senior Auditor of SyCip, Gorres, Velayo & Co. She obtained her Bachelor of Accountancy from the Polytechnic University of the Philippines and is a Certified Public Accountant. She served as President of the Association of CPAs in Commerce and Industry (ACPACI), the primary sectoral organization of certified public accountants in the commerce and industry sector of the Philippine Institute of Certified Public Accountants (PICPA), in 2012. CORAZON C. JACINTO , Supply Chain Director Corazon C. Jacinto, 53, Filipino, is currently the Supply Chain Director of Max’s Group, Inc. Prior to joining MGI, Ms. Jacinto was Vice President of Corporate Procurement for Splash Corporation, Strategic Procurement Head for NutriAsia Phils., Inc., Senior Vice President for Commercial for Blue Circle Phil., Inc., Logistics Director for Astec Power Phils., Inc., Regional Purchasing Manager for Kraft Foods Phils., Inc., and Logistics Manager for Telefunken Microelectronics Phils., Inc. She obtained her Bachelor of Science in Business Administration Major in Operations Management from Philippines School of Business Administration. 70 GEMMA M. SANTOS, Corporate Secretary Gemma M. Santos, age 52, Filipino, is the Corporate Secretary of Max’s Group, Inc. She serves as Corporate Secretary of various corporations, including publicly listed companies Vista Land & Lifescapes, Inc. and Roxas Holdings, Inc., and is a director of the Philippine Associated Smelting and Refining Corp. (PASAR). She is a practicing corporate lawyer and is a Senior Partner in Picazo Buyco Tan Fider & Santos Law Offices. Atty. Santos obtained her Bachelor of Arts and Bachelor of Laws degrees from the University of the Philippines. MARK E. GAMBOA, Marketing Director Mark E. Gamboa, 39, Filipino, is currently the Marketing Director of Max’s Group, Inc. Prior to joining MGI, Mr. Gamboa was Promotions Manager for Shakey’s Pizza Restaurant and Marketing Officer for Kenny Rogers Roasters. He obtained his Bachelor of Science in Hotel and Restaurant Management from University of Sto. Tomas. FRITZ J. BALDORIA, Assistant Corporate Secretary Fritz J. Baldoria, 36, Filipino, is currently the Corporate Legal Counsel of the Corporation. Prior to joining MGOC, Mr. Baldoria was the Head of the Customer Relations Department and Legal Counsel for Global-Estate Resorts, Inc., the Asst. Vice President for Legal in Viva Communications, Inc., Of-counsel in Santiago & Santiago Law Offices directly handling clients in the food industry, Associate at Britanico Sarmiento & Franco Law Offices, and Senior Associate at Sycip Gorres & Velayo & Co. Mr. Baldoria obtained his Juris Doctor degree from the Ateneo de Manila School of Law and became a member of the Integrated Bar of the Philippines in 2007. PAUL C. CHEAH, Assistant Compliance Officer Paul C. Cheah, 31, Filipino, is currently the Investor Relations and Compliance Manager of Max’s Group, Inc. Prior to joining MGI, Mr. Cheah was Investor Relations and Compliance Officer for Ayala Land, Corporate Planning and Investor Relations Manager for Cebu Pacific, Senior Financial Analyst for Globe Telecom, Financial Analyst for Banco de Oro Unibank and Associate for Deutsche Knowledge Services. He obtained his Bachelor of Business and Finance Degree from Heriot Watt University Scotland and Master’s in Business Administration from Ateneo Graduate School of Business. Family Relationships amongst Directors and Officers From the Trota Family: Mr. Robert F. Trota, Ms. Cristina T. Garcia and Ms. Carolyn T. Salud are siblings. From the Fuentebella Family: Ms. Sharon T. Fuentebella, Mr. Dave T. Fuentebella and Mr. Jim T. Fuentebella are siblings. The members of both the Trota and Fuentebella families are first-degree cousins. Mr. William E. Rodgers is an uncle of the Trota and Fuentebella families. 71 Legal Proceedings Listed below are the pending legal cases of the Company. The Company does not expect or anticipate that the outcome of any of the foregoing cases would affect the Company in any significant manner. 1. Fely Jayag v. Max’s Makati, Inc. (MMI) NLRC-NCR Case No. 2014-003-04374 National Labor Relations Commission The facts of this case are related to the Pavo case. Jayag was terminated as a branch administrative officer in Max’s Sucat for doing business with her own branch, a dismissible violation under the Code of Ethics of MMI. As a result, Jayag filed a case for illegal dismissal against MMI claiming payment of separation pay amounting to P500,000.00. The case is pending with the Labor Arbiter. 2. Kenneth G. Kibanoff v. Chicken’s R Us, Inc. (CRUI) Appeal Case No. 010-08 (Adm. Case No. 07-66) Department of Trade and Industry (DTI) Kibanoff filed a case against CRUI complaining of bad service in the baptismal reception of his daughter. On 14 December 2009, the Consumer Arbitration Officer rendered a decision in favor of Kibanoff ordering CRUI to pay a total of P69,000.00 as damages and administrative fines. CRUI filed a Notice of Appeal, from which the DTI issued an order requiring Kibanoff to file a Comment/Reply. Kibanoff did not file any Comment/Reply and CRUI had not received any order from DTI. 3. K2 Asia Ventures, et al. v. Robert F. Trota, et al. Case No. 09 CVS 2766 Superior Court Division North Carolina, Forsyth County The plaintiffs are K2 Asia Ventures, Ben C. Broocks and James G.J. Crowe. The defendants are: Robert F. Trota, Veronica Trota, Joselito Saludo (sic), Carolyn T. Salud, Roland V. Garcia, Cristina T. Garcia, Jim T. Fuentebella, Mavis M. Fuentebella, Sharon T. Fuentebella, Max’s Baclaran, Inc., Chicken’s R Us, Inc., Max’s Makati, Inc., Max’s Ermita, Inc., Max’s of Manila, Inc., The Real American Doughnut Company, Inc., Trofi Ventures Corp., Ruby Investments Company Holdings (sic) and Krispy Kreme Doughnut Corp. Plaintiff Broocks is a lawyer from Houston, TX who wanted to establish Krispy Kreme outlets across Asia. For the Philippines, Broocks and the Max’s Group agreed that Broocks would look for investors to establish the Krispy Kreme brand in the Philippines, while Max’s Group would serve as the operator. However, Broocks was not able to find any investor. As a result, the Max’s Group decided to source the funding on its own to establish and operate the Krispy Kreme brand in the Philippines. In turn, the Max’s Group and the Krispy Kreme Doughnut Corp. of North Carolina entered into an exclusive Development Agreement for the Philippines. 72 In 2009, plaintiffs filed a case against defendants alleging that they were wrongfully excluded from the Development Agreement. Plaintiffs demand payment of damages, lost profits and lost opportunities from defendants. In 2013, the trial court dismissed the case for lack of jurisdiction. Broocks appealed the decision and the case is currently pending with the appellate court. 4. Alodeo F. Agsunod vs. Robert F. Trota, Eduardo B. Ungco, Jr., Cristina T. Garcia, Jim T. Fuentebella, Carolyn T. Salud, Sharon T. Fuentebella, Erlinda T. Fuentebella, Jean Burkley Rodriguez, Ruby Estaniel, Armando Orcena and Rick Martilliano I.S. No. XV-12-INV-14J-02489 For: Syndicated Estafa Office of the City Prosecutor of Parañaque City Alodeo F. Agsunod (“Agsunod”) was an employee of Q.C. Max’s, Inc. from 1961 to 1976. (Q.C. Max’s, Inc. (“Q.C. Max’s”) has been dissolved several years ago and no longer exists as a corporate entity.) Agsunod claims that while an employee of Q.C. Max’s, he made an investment of Two Hundred Pesos (P200.00) with the Max’s Ermita Loans and Savings Association, and One Hundred Pesos (P100.00) with the Max’s Baclaran Employees Loans and Savings Account Association. Agsunod asserts that he has not received any income from his said investments, which he claims should have earned eight percent (80%) per annum from 1974. On this basis, Agsunod filed the present compliant against respondents, claiming that the respondents are responsible for depriving him of his investments. The case is pending resolution of the prosecutor. 5. Rhema International Livelihood Foundation, Inc. vs. Prescilla S. Cardenas, et al. Civil Case No. 102030 Metropolitan Trial Court Branch 13, Manila The case is a forcible entry case that Rhema International Livelihood Foundation, Inc. (“RILFI”) filed against Prescilla S. Cardenas and other individuals in 2009 in relation to a certain building in Ermita, Manila. In 2014, RILFI amended its complaint to include a number of establishments located within the Ermita-Malate area as defendants, together with the Yellow Cab Restaurant along U.N. Avenue, Manila. In December 2014, YCFC filed its Answer to the Amended Complaint through the special representation of its counsel. YCFC is waiting for the action of the court on this Answer. 73 Item 10. Executive Compensation The following table summarizes the compensation of key management personnel of the Company for the years ended December 31, 2014, 2013 and 2012. Aggregate Compensation (PhP) Name and Principal Position Bonus Period Other Annual Compensat ion Executive Officers Sharon T. Fuentebella, Chairperson Robert F. Trota, President and Chief Executive Officer Dave T. Fuentebella, Chief Finance Officer Carolyn T. Salud, Director Cristina T. Garcia, Director Jim T. Fuentebella, Director William E. Rodgers, Director Rebecca R. Arago, Treasurer and Compliance Officer Corazon C. Jacinto, Supply Chain Director Bernadette M. Lee, Chief Operating Officer of Pancake House Roy Marvin E. Quejada, Chief Operating Officer of Yellow Cab Gretz G. Rivera, Business Development Director Rhodora M. De Leon, Human Resources Director Lerry C. Sangalang, Information Technology Director Rowena B. Caingat, Projects & Maintenance Director Marives D. Bergonia, Technical Services Director Perry B. Sidiangco, Procurement Director Mark E. Gamboa, Marketing Director Jimmy F. Trota, Quality Assurance Director All Executive Officers as a Group Executive Officers NA NA NA NA NA NA P26,498,489.96 Martin P. Lorenzo, Chairman & CEO Cecile D. Macaalay, Chief Finance Officer Bernadette M. Lee, Chief Operating Officer, Pancake House Roy Marvin E. Quejada, Chief Operating Officer, Yellow Cab Maila Joy D. Mangubat, Chief Operating Officer, Teriyaki Boy Clara R. Sumajit, Human Resources & Devt. Director Maria Margarita S. Pablo, Supply Chain Director Victoria C. Alejandrino, Commissary Head Rowena B. Caingat, Projects & Maintenance, Director Ruby R. Bautista, Marketing Director All Executive Officers as a Group Executive Officers V 12 mos ended Dec 31, 2014 12 mos ended Dec 31, 2013 P18,809,270 Martin P. Lorenzo, Chairman & CEO Cecile D. Macaalay, Chief Finance Officer Bernadette M. Lee, Chief Operating Officer, Pancake House Roy Marvin E. Quejada, Chief Operating Officer, Yellow Cab Clara R. Sumajit, Human Resources &Devt. Director Olivia J. Vega – Head, Materials Management-Non-Food Judy E. Gabriel, Head, Materials Management-Food Victoria C. Alejandrino, Commissary Head Rowena B. Caingat, Projects & Maintenance, Director Ruby R. Bautista, Marketing Director All Executive Officers as a Group 12 mos ended Dec 31, 2012 P13,157,637 74 The members of the Board of Directors of Max’s Group, Inc. each receive compensation amounting to P75,000.00 for every board meeting attended starting 2014. Management Incentive Plans The Company has established a performance-based Management Incentive Plan (“MIP”) to provide key executives and management employees with a long-term incentive program designed to promote a sense of ownership, loyalty, and focus on both short-term and long-term income. The MIP utilizes a cash bonus system. The MIP shall grant incentive bonuses to executives and managers of specified salary grade levels provided that the relevant financial targets are met. Employee Stock Option Plan The Company’s stockholders, in their meeting on June 26, 2001, approved the establishment of an Executive Stock Option Plan ("ESOP") to provide key executives and management employees with a long-term incentive program designed to promote a sense of ownership, loyalty, and balance on both short-term and long-term objectives. However, such plan has not been implemented and will be subject to further review by the new majority stockholders. Item 11. Security Ownership of Certain Record and Beneficial Owners and Management Security Ownership of Certain Record and Beneficial Owners – as of March 31, 2015. Title of Class Name Common Shares Sharon T. Fuentebella Common Shares Trofi Ventures Corp. Common Shares Ruby Investment Consolidated Holdings, Inc. Address 11/F Ecoplaza Building, 2305 Chino Roces Avenue Extension, Makati City Max’s Baclaran Bldg., Roxas Boulevard, Baclaran Paranaque City 11/F Ecoplaza Building, 2305 Chino Roces Avenue Extension, Makati City No. of Shares Held Name of Beneficial Owner Citizenship % 52,875,778 Sharon T. Fuentebella Filipino 6.8 72,922,668 Various shareholders Filipino 9.3 44,410,668 Various shareholders Filipino 5.7 75 Except as stated above and in the immediately succeeding section, the Board of Directors and Management of the Company have no knowledge of any person who, as of record date, was indirectly or directly the beneficial owner of more than 5% of the Company’s outstanding shares of common stock or who has voting power or investment power with respect to shares comprising more than 5% of the outstanding common stock. There are no persons holding more than 5% of the Company’s common stock that are under the voting trust or similar agreement. Security Ownership of Directors and Management – as of March 31, 2015 Title of Class Name of Beneficial Owner Amount and Nature of Beneficial Ownership Direct Indirect Citizenship No. of Shares % Common Shares Sharon T. Fuentebella 52,875,778 - Filipino 52,875,778 6.8% Common Shares Robert F. Trota 33,906,034 - Filipino 33,906,034 4.3% Common Shares Cristina T. Garcia 33,292,714 - Filipino 33,292,714 4.3% Common Shares Jim T. Fuentebella 2 - Filipino 2 - Common Shares Carolyn T. Salud 33,292,660 - Filipino 33,292,660 4.3% Common Shares Dave T. Fuentebella 25,868,860 - Filipino 25,868,860 3.3% Common Shares William E. Rodgers 9,987,284 - American 9,987,284 1.3% Common Shares Antonio U. Periquet Jr. 6,760,002 - Filipino 6,760,002 0.9% Common Shares Christopher P. Tanco 23,902 - American 23,902 - Common Shares Rebecca R. Arago 18,300 Filipino 18,300 - Common Shares Gemma M. Santos - - Filipino - - Common Shares Mark E. Gamboa 2,700 - Filipino 2,700 - Common Shares Corazon C. Jacinto - - Filipino - - 76 Title of Class Name of Beneficial Owner Common Shares Fritz J. Baldoria 2,500 Common Shares Paul C. Cheah 2,900 Amount and Nature of Beneficial Ownership Citizenship No. of Shares % - Filipino 2,500 - - Filipino 2,900 - Except as stated above, the Company has not received from any of the directors or executive officers of the Company any statement of ownership, whether of record or beneficially, of more than 5% of the Company’s outstanding shares of common stock. As known by the Company, the aggregate number of common shares owned directly or indirectly by all key officers and directors as a group as of record date was 196,007,236. A total of 306,878,044 issued shares of the Company are owned and held by wholly-owned subsidiaries of the Company. These shares and all the beneficial rights and interests appurtenant thereto or accruing thereon are in substance owned and held by the Company. Otherwise stated, these shares are effectively treasury shares and are in fact treated as treasury shares in the consolidated financial statements of the Company. Accordingly, for purposes of this Public Ownership Report, we are treating said shares as “treasury shares” and are not considering the same part of the outstanding shares of the Company for purposes of calculating the percentage to total outstanding shares of the non-public and public shares in the Company. Item 12. Certain Relationships and Related Transactions Family Relationships amongst Directors and Management Meanwhile, the related parties amongst Directors and Officers are as follows: From the Trota Family: Mr. Robert F. Trota, Ms. Cristina T. Garcia and Ms. Carolyn T. Salud are siblings. From the Fuentebella Family: Ms. Sharon T. Fuentebella, Mr. Dave T. Fuentebella and Mr. Jim T. Fuentebella are siblings. The members of both the Trota and Fuentebella families are first degree cousins. Mr. William E. Rodgers is an uncle of the Trota and Fuentebella families. 77 Transactions with Related Parties WERCO Holdings, Corp. (“WERCO”) is the lessor of a property in Sucat, Paranaque where a Max’s Restaurant branch and the head of office of Max’s Makati, Inc. (“MMI”) are located. MMI owns the Max’s Sucat branch. WERCO is also the lessor of a property where the commissary owned by Square Top, Inc. (“STI”) is located. Rental and other lease terms are at market rates and are negotiated and agreed upon by the parties at arm’s length. The parties consider prevailing terms for comparable properties at similar locations in determining terms. All transactions above have been evaluated and executed fairly in accordance with company’s policies. All pricing, franchise packages, etc. are standard across all types of transactions regardless of who/which parties are involved. (Space Left Intentionally Blank) 78 PART IV – CORPORATE GOVERNANCE Item 13. Exhibits and Reports on SEC Form 17-C Reports filed for the period January 1, 2014 to December 31, 2014 Circular No. Circular Date Disclosure Subject C00075-2014 Jan 07, 2014 Change in Control of Issuer re: Pancake House Holdings, Inc. sale of PCKH shares to Max’s Group C00513-2014 Feb 10, 2014 Change in Number of Issued and/or Outstanding Shares C00516-2014 Feb 10, 2014 C00780-2014 Feb 25, 2014 C00783-2014 Feb 25, 2014 C00784-2014 Feb 25, 2014 Change in Directors and/or Officers C00928-2014 Mar 03, 2014 Clarification of News Reports: “Money-Go-Round Column, Philippine Star” C00961-2014 Mar 04, 2014 Change in Control of Issuer C01845-2014 April 15, 2014 Notice of Annual or Special Stockholders’ Meeting C01847-2014 April 15, 2014 Amendments to Articles of Incorporation C02445-2014 May 13, 2014 Change in Directors and/or Officers C02458-2014 May 13, 2014 Material Information/Transactions re: PCKH increase in capital stock C02460-2014 May 13, 2014 Declaration of Stock Dividends C02476-2014 May 14, 2014 Reply to Inquiry of Unusual Price Movement C03144-2014 Jun 10, 2014 Amendments to Articles of Incorporation Clarification of News Reports: “Heard through the grapevine” Press Release: “Max’s Group of Companies Announces Completion of its Acquisition of Pancake House, Inc. Update on Corporate Actions/Material Transactions/Agreement 79 Circular No. Circular Date Disclosure Subject C03160-2014 Jun 10, 2014 Amendments to previous disclosure re: Declaration of Stock Dividends C03161-2014 Jun 10, 2014 Amendments to previous disclosure re: Amendments to Articles of Incorporation C03163-2014 Jun 10, 2014 Amendments to previous disclosure re: Amendments to Articles of Incorporation C03166-2014 Jun 10, 2014 Results of Annual or Special Stockholders’ Meeting C03169-2014 Jun 10, 2014 Results of Organizational Meeting of Board of Directors C03565-2014 Jul 01, 2014 Acquisition of Disposition of Assets C03705-2014 Jul 08, 2014 Substantial Acquisitions C03706-2014 Jul 08, 2014 Comprehensive Corporate Disclosure on Issuance of Shares C03726-2014 Jul 09, 2014 Reply to Inquiry of Unusual Price Movement C03935-2014 Jul 22, 2014 Change in Corporate Name and/or Stock Symbol C03954-2014 Jul 23, 2014 Amendments to Articles of Incorporation C04059-2014 Jul 28, 2014 Material Information/Transactions re: SEC Form 20IS Preliminary Information Statement C04161-2014 Aug 01, 2014 Amendments to previous disclosure re: Amendments to Articles of Incorporation C04162-2014 Aug 01, 2014 Amendments to previous disclosure re: Amendments to Articles of Incorporation C04323-2014 Aug 11, 2014 Amendments to previous disclosure re: Declaration of Stock Dividends 80 Circular No. Circular Date Disclosure Subject C04493-2014 Aug 18, 2014 Amendments to previous disclosure re: Change in Corporate Name and/or Stock Symbol C04495-2014 Aug 18, 2014 Amendments to previous disclosure re: Amendments to Articles of Incorporation C04597-2014 Aug 26, 2014 Amendments to previous disclosure re: Amendments to Articles of Incorporation C04614-2014 Aug 27, 2014 Material Information/Transactions re: Results of Board Meeting C04615-2014 Aug 27, 2014 Change in Directors and/or Officers C04628-2014 Aug 27, 2014 Amendments to previous disclosure re: Change in Corporate Name and/or Stock Symbol C04641-2014 Aug 28, 2014 Press Release: “Max’s Group, Inc. Prepares for Equity Offering” C04867-2014 Sep 11, 2014 Amendments to previous disclosure re: Declaration of Stock Dividends C04904-2014 Sep 15, 2014 Clarification of News Reports: “Max’s share offer launches Nov.4” and “Max’s venturing into hotels” C05243-2014 Oct 07, 2014 Acquisition or Disposition of Shares of Another Corporation C05874-2014 Nov 10, 2014 Legal Proceedings C05892-2014 Nov 10, 2014 Material Information/Transactions re: Revised Pricing Guidance C06081-2014 Nov 17, 2014 Press Release: “Pancake House reports 3Q3014 earnings” C06141-2014 Nov 21, 2014 Material Information/Transactions C06148-2014 Nov 21, 2014 Clarification of News Reports: “SEC Oks Max’s P4.6B follow-on offering” 81 Circular No. Circular Date Disclosure Subject Press Release: “Max’s Group, Inc. Secures Securities Exchange Commission Pre-Effective Order for Follow-On Offering” Press Release: “Max's Group, Inc. Sets Offer Price at P17.75 per share; Announces Commencement of its Follow-On Offer” C06159-2014 Nov 24, 2014 C06228-2014 Nov 27, 2014 C06234-2014 Nov 27, 2014 Notice of Analysts’/Investors’ Briefing C06253-2014 Nov 27, 2014 Amendments to previous disclosure re: Notice of Analysts’/Investors’ Briefing C06254-2014 Nov 27, 2014 Notice of Analysts’/Investors’ Briefing C06287-2014 Dec 01, 2014 Amendments to previous disclosure re: Notice of Analysts’/Investors’ Briefing C06302-2014 Dec 01, 2014 Clarification of News Reports: “Max’s eyes 1,000 branches” C06314-2014 Dec 01, 2014 Notice of Analysts’/Investors’ Briefing C06507-2014 Dec 11, 2014 Change in Number of Issued and/or Outstanding Shares Item 14. Corporate Governance Max’s Group, Inc. will be filing its Annual Corporate Governance Report on or before May 30, 2015 covering period February 24, 2014 to December 31, 2014. (Space Left Intentionally Blank) 82