- 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