COVER SHEET

Transcription

COVER SHEET

COVER SHEET
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( Business address: No. Street City / Town / Province )
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ORTRUD T. YAO
373-30-38
Contact Person
Company Telephone Number
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Month
Day
(Fiscal Year)
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7
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Q 2ND QUARTER 2013
FORM TYPE
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Month
Day
(Annual Meeting)
Secondary License Type, If Applicable
Amended Articles Number/Section
Dept. Requiring this Doc.
Total amount of borrowings
Domestic
Total No. of Stockholders
complished by SEC Personnel concerned
File Number
LCU
Document I.D.
Cashier
STAMPS
Foreign
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CALAPAN VENTURES, INC.
SEC FORM 17-Q
QUARTERLY REPORT PURSUANT TO SECTION 17 OF THE SECURITIES
REGULATION CODE AND SRC RULE 17(b)(2) THEREUNDER
1.
For the quarterly period ended: June 30, 2013
2.
SEC Identification No. CS200901269
3.
BIR Tax Identification No. 007-236-853-000
4.
Exact name of registrant as specified in its charter :
5.
Province, Country or other jurisdiction of incorporation or organization:
PHILIPPINES
6.
Industry Classification Code : _________ (SEC Use Only)
7.
Address of principal office and Postal Code:
4th Floor 20 Lansbergh Place, Tomas Morato Ave. cor. Scout Castor St.,
1103 Quezon City
8.
Registrant’s telephone no. and area code: (632) 373-3038
9.
Former name, address, and fiscal year, if changed since last report:
Not applicable
10.
Securities registered pursuant to Sections 4 & 8 of the RSA:
Title of Each Class
Common Stock, P 1 par value
No. of Shares of Common Stock
Outstanding &/or Amount of
Outstanding
162,161,000 shares
Debt
11.
Are any or all of these securities listed on the Philippine Stock Exchange?
Yes [x]
No [ ]
12.
Indicate by check mark whether the registrant:
(a) has filed all reports required to be filed by Section 17 of the Securities
Regulation Code and Sections 26 and 141 of the Corporation Code of the
Philippines during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports):
Yes [x]
No [ ]
(b) has been subject to such filing requirements for the past 90 days:
Yes [x]
No [ ]
TABLE OF CONTENTS
FINANCIAL INFORMATION
Section 1
Page No.
Financial Statements
Consolidated Balance Sheets
Consolidated Statements of Income and Expenses
Consolidated Statements of Changes in
Shareholder’s Equity
Consolidated Statements of Cash Flows
2
3
4
5
Section 2
Notes to Financial Statements
6
Section 3
Section 4
Management’s Discussion and Analysis of Financial
Condition and Results of Operations
Aging of Accounts Receivable
24
30
Section 5
Summary of Adoption of Philippine Financial Reporting Standards
31
Section 6
Schedule of Retained Earnings Available for Dividends
33
CALAPAN VENTURES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Amounts in Philippine Pesos)
June 30, 2013
(Unaudited)
Notes
December 31, 2012
(Audited)
ASSETS
Current Assets
Cash and cash equivalents
Receivables – net
Due from related parties
Other current assets
Total Current Assets
Noncurrent Assets
Available-for-sale investments
Investment property
Property and equipment – net
Deferred tax assets
Other noncurrent assets – net
Total Noncurrent Assets
P
36,479,288
23,899,459
20,420,686
5,449,177
86,248,610
P
1,371,776
80,357,000
311,181,611
2,397,385
11,940,146
407,247,918
7
86,413,856
22,258,607
19,862,911
3,248,306
131,783,680
1,371,776
80,357,000
316,738,180
2,397,385
11,937,346
412,801,687
P
493,496,528
P
544,585,367
P
35,558,013
15,473,590
6,526,075
57,557,678
P
101,410,645
10,377,319
7,934,834
119,722,798
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable and accrued expenses
Due to related parties
Income tax payable
Total Current Liabilities
Noncurrent Liabilities
Loan payable
Retirement benefit obligation
Deferred tax liability
Customers' deposits
Total Noncurrent Liabilities
6
5
7
Equity
Attributable to Equity Holders of Parent Company
Share capital – 1 par value
Authorized – 200,000,000 shares
Subscribed and issued – 120,000,000 shares
Additional paid-in capital
Revaluation surplus in property and equipment
Gain on available-for-sale investments
Accumulated profit
Minority Interest
P
See accompanying Notes to Consolidated Financial Statements.
4
76,130,712
2,566,750
11,866,221
7,700,915
98,264,598
80,137,592
2,566,750
11,866,221
7,600,215
102,170,778
162,161,000
58,073,612
9,444,169
370,522
106,591,783
336,641,086
162,161,000
58,073,612
9,444,169
370,522
91,688,123
321,737,426
1,033,165
954,365
493,496,528
P
544,585,367
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Quarters Ended June 30
2013
2012
Notes
REVENUES
Water services
Sales of goods
P
P
36,110,097
4,150,944
40,261,041
33,486,769
5,154,520
38,641,289
Six Months Ended June 30
2013
2012
P
70,662,483
9,163,588
79,826,071
P
65,761,060
9,850,624
75,611,684
COST OF SALES AND SERVICES
15,223,396
13,724,394
31,911,613
28,887,218
GROSS PROFIT
25,037,646
24,916,895
47,914,459
46,724,466
OPERATING EXPENSES
11,802,324
11,740,910
23,748,559
23,050,285
PROFIT FROM OPERATIONS
13,235,322
13,175,985
24,165,900
23,674,181
OTHER INCOME (CHARGES) -net
(1,041,077)
(1,623,517)
(2,189,273)
(2,718,336)
PROFIT BEFORE INCOME TAX
12,194,245
11,552,468
21,976,627
20,955,845
3,687,580
3,687,580
3,484,247
3,484,247
6,994,166
6,994,166
6,410,737
6,410,737
INCOME TAX EXPENSE –net
Current
7
TOTAL COMPREHENSIVE INCOME
P
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO:
Equity holders of the parent
Minority interest
8
8,068,221
P
8,036,474
31,747
8,458,122
48,542
P
EARNINGS PER SHARE
P
8,506,665
P
8,506,665
8,068,221
0.0496
0.0522
4
14,982,461
P
14,486,703
58,405
14,903,660
78,800
P
14,982,461
0.0919
14,545,108
P
14,545,108
0.0893
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE UNAUDITED SIX MONTHS ENDED JUNE 30
Attributable to Equity Holders of Parent Company
Revaluation
Gain on
Additional
surplus in
available
paid-in
property and
for-sale
Accumulated
capital
equipment
investments
profit
Share
capital
Balance at December 31, 2011
P
162,161,000
P
58,073,612
P
9,438,247
P
256,068
P
Profit for the period
Cash dividends declared
Balance at June 30, 2012
Balance at December 31, 2012
P
P
319,814,600
14,486,703
14,486,703
(32,432,200)
(32,432,200)
P
822,323
58,405
–
162,161,000
58,073,612
9,438,247
256,068
71,940,176
301,869,103
822,323
162,161,000
58,073,612
9,444,169
370,522
91,688,123
321,737,426
954,365
14,903,660
14,903,660
78,800
Profit for the period
Balance at June 30, 2013
89,885,673
Minority
interest
Total
162,161,000
P
58,073,612
P
9,444,169
P
4
370,522
P
106,591,783
P
336,641,086
P
1,033,165
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE UNAUDITED SIX MONTHS ENDED JUNE 30
2012
2013
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before income tax and minority interest
Adjustments for:
Depreciation and amortization
Provision for income tax
Operating profit before working capital changes
Increase in:
Receivables
Other current assets
Increase (decrease) in:
Accounts payable and accrued expenses
Customers' deposits
Cash generated from operations
Income tax paid
Net cash provided by operating activities
P
P
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to:
Due from related parties
Property and equipment
Minority interest
14,903,660
P
14,486,703
4,054,943
6,994,166
25,952,770
7,190,341
6,410,737
28,087,781
(1,640,852)
(2,200,871)
(3,640,647)
(88,879)
(65,852,633)
100,700
(43,640,885)
(8,402,926)
(52,043,811)
(17,068,775)
110,200
7,399,680
(10,419,270)
(3,019,590)
P
(857,432)
(2,854,900)
58,405
4,538,496
1,501,626
78,800
Decrease (increase) in other noncurrent assets
Net cash used in investing activities
P
(2,800)
6,116,122
P
2,230,000
(1,423,927)
CASH FLOWS FROM FINANCING ACTIVITIES
Additional loan loan payments
P
(4,006,880)
P
(3,339,066)
NET INCREASE IN CASH
(7,782,584)
(49,934,568)
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD
CASH AND CASH EQUIVALENTS AT END OF PERIOD
4
126,370,197
86,413,856
P
36,479,288
P
118,587,613
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Corporate Information
Calapan Ventures, Inc. (“CVI” or “the Parent Company” formerly Calapan Equity Ventures
Inc.) and subsidiaries, collectively referred to as “the Group”, were incorporated in the
Philippines and were registered with the Securities and Exchange Commission (SEC) on
January 30, 2009.
The consolidated financial statements include the accounts of the Parent Company and the
following subsidiaries:
Name of Subsidiary
Calapan Waterworks Corporation (CWC)
Tabuk Water Corp. (Tabuk Water)*
Kristal Water Source Corp. (Kristal Water)*
* preoperating stage
Dates of Incorporation
May 23, 1991
August 14, 2006
May 11, 2007
Percentage of
Ownership
99.61
100.00
100.00
The Parent Company was incorporated primarily to engage in, operate, conduct and
maintain the business of trading, processing, assembling, manufacturing, and/or fabricating
and exporting, importing, buying, acquiring, holding, or otherwise disposing of and dealing
in goods, wares, supplies, materials, articles, merchandise, commodities, equipment,
hardware, appliances, minerals, metals, timber, lumber and real and personal properties of
every kind, class and description, whether natural or artificial which may become articles of
commerce.
On July 8, 2009, Jolliville Holdings Corporation (JOH), CVI’s Parent Company, passed a
resolution declaring 32% property dividends corresponding to 90,080,000 shares of the
Parent Company. The declaration was approved by JOH’s stockholders during the annual
stockholders’ meeting on August 18, 2009. On January 28, 2010, the SEC approved the
notice of property dividend declaration of JOH amounting to =
P 90,080,000 payable to JOH’s
stockholders of record as of December 15, 2009. Subsequently on December 22, 2009, a
stockholder of JOH executed a deed of assignment of shares of stocks of the Parent
Company equivalent to 40 million shares in favor of certain subsidiaries of JOH.
On December 16, 2009, Elgeete Holdings, Inc. assigned its 100% ownership in Kristal
Water to the Parent Company amounting to =250,000
P
equal to 250,000 shares. Also in
December 16, 2009, CWC and Ormina Realty and Development Corporation (ORDC)
assigned their 67% and 33% ownership, respectively, in Tabuk Water to the Parent
Company amounting to =6.7
P
million and =3.3
P
million, respectively.
6
The principal activities of the subsidiaries are as follows:
Name of
subsidiary
CWC
Tabuk Water
Kristal Water
MAWI*
Principal activity
Operates, manages and maintains the general business of
development and utilization of water resources to harness, produce
and supply water for domestic, municipal, agricultural, industrial,
commercial or recreational purposes.
Will engage in the operation, management and maintenance of
development and utilization of water resources. Also, will acquire,
own, lease, construct, install, equip, operate, manage and maintain
plants.
Will engage in the operation, management and maintenance of,
plants as well as production, sale and distribution of ice.
Will engage in the operation, management and maintenance of
plants
* preoperating stage
On October 23, 2002, the 12th Congress of the Republic of the Philippines enacted Republic
Act No. 9185 whereby CWC was granted a franchise to construct, install, operate, and
maintain for commercial purposes and in the public interest, a water supply and sewerage
system for the purpose of distributing water for sale and for sanitation in the City of
Calapan, province of Oriental Mindoro. The franchise is for a period of 25 years from the
date of enactment. The act took effect on February 9, 2003.
CWC was also granted a certificate of public convenience by the National Water Resources
Board (NWRB) on December 18, 2002 and will expire on January 17, 2013. As of financial
reporting date, approval of application for renewal is still under process of NWRB.
CVI started commercial operations when JOH assigned to CVI its shares in CWC on
March 31, 2009.
On May 18, 2012, CWC’s Board of Directors (BOD) unanimously approved to accept
=100
P
million from CVI as an additional equity investment in CWC, in consideration for the
latter’s additional subscription of 14,285,714 shares, valued at =7
P per share.
On the same date, CVI’s BOD approved the sale of its investment in Kristal Water. The
decision was reached in order for the Group to focus its resources to the growth of its core
water utility business. The investment was sold at cost to the Group’s affiliates on July 5,
2012.
On June 4, 2012, CWC’s BOD approved the declaration of cash dividends of =0.35
P
per
share, or a total of =
P 35.5 million to stockholders of record as of June 8, 2012. Dividend still
payable to CWC’s noncontrolling interests amounted to =
P 302,279.
7
On June 13, 2012, CVI’s BOD approved the declaration of cash dividends of =0.2
P
per share,
with an aggregate amount of =32.4
P
million to stockholders of record as of June 29, 2012.
During the year, the CWC subscribed to 84.84% equivalent to 2,121,000 shares of MAWI
and paid an amount equal to =527,250.
P
Related subscription payable amounts to =
P
1,593,750.
The registered address of the Parent Company is at 4th Floor 20 Lansbergh Place Bldg., 170
Tomas Morato, Quezon City.
2. Basis of Preparation
The consolidated financial statements of the Group have been prepared on the historical
cost basis except for available-for-sale investment, investment property and certain
property and equipment which are stated at fair values. These consolidated financial
statements are presented in Philippine pesos, which is the Group’s functional and
presentation currency under Philippine Financial Reporting Standards (PFRS). All values are
rounded to the nearest peso,
except when otherwise indicated.
Statement of Compliance
The accompanying financial statements of the Company have been prepared in compliance
with PFRS. PFRS includes statements named PFRS, Philippine Accounting Standards (PAS)
and interpretations of the Philippine Interpretations Committee (PIC), Standing
Interpretations Committee (SIC) and International Financial Reporting Interpretations
Committee which have been approved by the Financial Reporting Standards Council (FRSC)
and adopted by SEC.
Basis of Consolidation
The consolidated financial statements include the accounts of Parent Company and the
aforementioned subsidiaries (see Note 1) held directly or indirectly through wholly and
majority-owned subsidiaries. Subsidiaries are consolidated from the date on which control is
transferred to the Parent Company and cease to be consolidated from the date on which
control is transferred out of the Parent Company. The results of subsidiaries acquired or
disposed of during the year are included in the consolidated statement of comprehensive
income from the effective date of acquisition or up to the effective date of disposal, as
appropriate. All significant intercompany accounts, transactions, and income and expenses
and losses are eliminated upon consolidation.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring
their accounting policies in line with those used by other members of the Group.
The financial statements of the subsidiaries are prepared for the same reporting year as the
Parent Company using consistent accounting policies.
8
Noncontrolling interests in the net assets of consolidated subsidiaries are identified
separately from the Group’s equity therein. Noncontrolling interests consist of the amount
of those interests at the date of the original business combination and the noncontrolling
interest’s share of changes in equity since the date of the combination. Losses applicable to
the noncontrolling interest in excess of the noncontrolling interest’s in the subsidiary’s
equity are allocated against the interest of the Group except to the extent that the minority
has a binding obligation and is able to make an additional investment to cover losses.
Disposals of equity investments to noncontrolling interests result in gains and losses for the
Parent Company are recorded in the consolidated statement of comprehensive income.
Purchase of equity shares from noncontrolling interests are accounted for as equity
transaction (i.e., transactions with owners in their capacity as owners). In such
circumstances, the carrying amounts of the controlling and noncontrolling interests shall be
adjusted to reflect the changes in their relative interests in the subsidiary. Any difference
between the amount by which the noncontrolling interests are adjusted and the fair value of
the consideration paid shall be recognized directly in equity.
3. Changes in Accounting and Financial Reporting Policies
The accounting policies adopted by the Group are consistent with those of the previous
financial year except for the following amended PFRS and PAS which became effective in
2012:
•
Amendment to PFRS 1, First-Time Adoption of PFRS – Severe Hyperinflation and
Removal of Fixed Dates for First-time Adopters
The amendment to PFRS 1 is effective for annual periods beginning on or after July 1,
2011. When an entity’s date of transition to PFRS is on or after the functional
normalization date, the entity may elect to measure all assets and liabilities held before
the currency normalization date, at fair value on the date of transition to PFRS. This fair
value may be used as the deemed cost of those assets and liabilities in the opening
PFRS statement of financial position. However, this exemption may only be applied to
assets and liabilities that were subject to severe hyperinflation.
This is not applicable to the Group.
•
Amendment to PFRS 7, Financial Instruments: Disclosures - Transfers of Financial
Assets
The amendments to PFRS 7 are effective for annual periods beginning on or after July
1, 2011 with no comparative requirements. The disclosures relate to assets transferred
as defined under PAS 39. If the assets transferred are not derecognized entirely in the
consolidated financial statements, an entity has to disclose information that enables
users of consolidated financial statements to understand the relationship between those
assets which are not derecognized and their associated liabilities. If those assets are
derecognized entirely, but the entity retains a continuing involvement, disclosures have
to be provided that enable users of financial statements to evaluate the nature of, and
risks associated with, the entity’s continuing involvement in those derecognized assets.
The Group has no transactions during the year that would require such disclosures.
9
•
Amendment to PAS 12, Income Taxes - Deferred Tax: Recovery of Underlying Assets
The amendment to PAS 12 is effective for annual periods beginning on or after January
1, 2012. It includes a rebuttable presumption that the carrying amount of investment
property measured using the fair value model in PAS 40 will be recovered through sale
and, accordingly, that any related deferred tax should be measured on a sale rebutted
if the investment property is depreciable and it is held within a business model whose
objective is to consume substantially all of the economic benefits in the investment
property over time, rather than through sale. Specifically, PAS 12 will require that
deferred tax arising from a non-depreciable asset measured using revaluation model in
PAS 16 should always reflect that tax consequences of recovering the carrying amount
of the underlying assets though sale.
This is not applicable to the Group.
Future Changes in Accounting Policies
The Group did not early adopt the following standards or Philippine Interpretations that
have been approved but are not yet effective:
Effective in 2013
•
Amendment to PFRS 1, Government Loans
The amendment to PFRS 1 is effective for annual periods beginning on or after January
1, 2013. Current PFRS requires entities to measure government loans with belowmarket interest rates at fair value, with the benefit accounted for as a government
grant. Amendment to PFRS 1 requires a first-time adopter to apply this requirement
prospectively to government loans existing at the date of transition to PFRS. A firsttime adopter may choose to apply these requirements retrospectively to any
government loan, if the information needed had been obtained at the time of initially
accounting for the loan.
•
Amendment to PFRS 7, Financial Instruments: Disclosures – Offsetting Financial Assets
and Financial Liabilities
These amendments require an entity to disclose information about rights of offset and
related arrangements (such as collateral agreements). The new disclosures are required
for all recognized financial instruments that are offset in accordance with PAS 32. These
disclosures also apply to recognized financial instruments that are subject to an
enforceable master netting agreement or “similar agreement”, irrespective of whether
they are offset in accordance with PAS 32. The amendments require entities to disclose,
in a tabular format unless another format is more appropriate, the following minimum
quantitative information. This is presented separately for financial assets and financial
liabilities recognized at the end of the reporting period:
a) The gross amounts of those recognized financial assets and recognized financial
liabilities;
b) The amounts that are offset in accordance with the criteria in PAS 32 when
determining the net amounts presented in the statement of financial
position;
c) The net amounts presented in the statement of financial position;
d) The amounts subject to an enforceable master netting arrangement or similar
agreement that are not otherwise included in (b) above, including:
i. Amounts related to recognized financial instruments that do not meet some
or all of the offsetting criteria in PAS 32; and
ii. Amounts related to financial collateral (including cash collateral); and
e) The net amount after deducting the amounts in (d) from the amounts in (c) above.
10
The amendments to PFRS 7 are to be retrospectively applied for annual periods
beginning
on or after January 1, 2013. The amendment affects disclosures only and has no impact
on the Group’s financial position or performance.
•
PFRS 10, Consolidated Financial Statements and PAS 27, Separate Financial Statements
PFRS 10 replaces the portion of PAS 27, Consolidated and Separate Financial
Statements that addresses the accounting for consolidated financial statements. It also
includes issues raised in SIC 12, Consolidation for Special Purpose Entities, resulting in
SIC 12 being withdrawn.
PFRS 10 establishes a single control model that applies to all entities including special
purpose entities. The changes introduced by PFRS 10 will require management to
exercise significant judgment to determine which entities are controlled, and therefore,
are required to be consolidated by the Parent, compared with the requirements of PAS
27.
•
PFRS 11, Joint Arrangements and PAS 28, Investments in Associates and Joint Ventures
PFRS 11 replaces PAS 31, Interest in Joint Ventures and SIC-13, Jointly-controlled
Entities– Non-monetary Contributions by Venturers
•
PFRS 12, Disclosure of Interest in Other Entities
PFRS 12 includes all of the disclosures that were previously in PAS 27 related to
consolidated financial statements, as well as all the disclosures that were previously in
PAS 31, and PAS 28. These disclosures related to an entity’s interests in subsidiaries,
joint arrangements, associates and structured entities. A number of new disclosures are
also required.
•
PFRS 13, Fair Value Measurement
PFRS 13 establishes a single source of guidance under IFRS for all fair value
measurements. PFRS 13 does not change when and entity is required to use fair value,
but
rather provides guidance on how to measure fair value under PFRS when fair value is
required or permitted.
•
Amendments to PAS 1, Presentation of Consolidated Financial Statements –
Presentation of Items of Other Comprehensive Income or OCI
The amendments to PAS 1 change the grouping of items presented in OCI. Items that
can be reclassified (or “recycled”) to profit or loss at a future point in time (for
example, upon derecognition or settlement) will be presented separately from items
that will never be recycled. The amendments affect presentation only and have no
impact on the Group’s financial position or performance. The amendment becomes
effective for annual periods beginning on or after July 1, 2012. The amendments will be
applied retrospectively and will result to the modification of the presentation of items in
OCI.
•
PAS 27, Separate Financial Statements (as revised in 2011)
As a consequence of the new PFRS 10 and 12, what remains of PAS 27 is limited to
accounting for subsidiaries, jointly-controlled entities and associates in separate
financial statements.
•
PAS 28, Investments in Associates and Joint Ventures (as revised in 2011)
As a consequence of the new PFRS 10 and 12, PAS 28 has been renamed PAS 28,
Investments in Associates and Joint Ventures, and describes the application of the
equity method to investments in joint ventures in addition to associates.
11
Effective 2014
•
PAS 32, Financial Instruments: Presentation - Offsetting Financial Assets and Financial
Liabilities (Amendments)
The amendments to PAS 32 are to be retrospectively applied for annual periods
beginning on or after January 1, 2014. The amendments clarify the meaning of
“currently has alegally enforceable right to offset” and also clarify the application of the
PAS 32 offsetting criteria to settlement systems (such as central clearing house
systems) which apply gross settlement mechanisms that are not simultaneous. The
amendments affect presentation only and have no impact on the Group’s financial
position or performance.
The Group is currently assessing the relevance and impact of the above new and amendments
to standards, Philippine Interpretations and improvements to existing accounting standards.
The revised disclosures on the financial statements required by the above new and
amendments to standards, Philippine Interpretations and improvements to existing accounting
standards will be included in the Group’s financial statements when these are adopted.
4. Changes in Accounting and Financial Reporting Policies
Cash and Cash Equivalents
Cash includes cash on hand and in banks. Cash equivalents are short-term, highly liquid
investments that are readily convertible to known amounts of cash with original maturities
of three months or less from dates of acquisition and that are subject to an insignificant risk
of change in value.
Receivables
Trade and other receivables are carried at original invoice amount less any allowance for
impairment in value.
Financial Assets and Liabilities
Financial assets and financial liabilities are recognized initially at fair value. Transaction
costs are included in the initial measurement of all financial assets and liabilities, except for
financial instruments measured at fair value through profit and loss.
Fair value is
determined by preference to the transaction price or other market prices. If such market
prices are not reliably determinable, the fair value of the consideration is estimated as the
sum of all future cash payments or receipts, discounted using the prevailing market rates of
interest for a similar instrument with similar maturities.
The Group recognizes a financial asset or liability in the statement of financial position when
it becomes a party to the contractual provisions of the instrument. A financial liability (or a
part of a financial liability) is derecognized when the obligation is extinguished. In the case
of a regular purchase or sale of financial assets, recognition and derecognition, as
applicable, is done using settlement date accounting.
12
Financial assets are classified into the following categories: financial assets at fair value
through profit or loss (FVPL), loans and receivables, held-to-maturity investments, and
available-for-sale investments as appropriate. Financial liabilities are classified into the
following categories: financial liabilities at FVPL and other financial liabilities. The Group
determines the classification at initial recognition and, where allowance is appropriate, reevaluates this designation at every reporting date. As of September 30, 2012, the Group
has financial assets and liabilities under loans and receivables, available-for-sale financial
assets and other financial liabilities.
•
Loans and Receivables
Loans and receivables are non-derivative financial assets with fixed or determinable
payments and are not quoted in an active market. They arise when the Group provides
money, goods or services directly to a debtor with no intention of trading the
receivables. Such assets are carried at cost or amortized cost in the statement of
financial position. Amortization is determined using the effective interest method.
Loans and receivables are included in current assets if maturity is within 12 months
from the end of financial reporting period. Otherwise, these are classified as noncurrent
assets.
This category includes cash and cash equivalents, receivables, due from related parties
and special bank deposits.
•
Available-for-sale investments
Available-for-sale (AFS) investments are those non-derivative financial assets that are
designated as available-for-sale or are not classified in any of the preceding categories.
After initial recognition, AFS financial assets are measured at fair value with gains or
losses being recognized as separate component of stockholders’ equity until the
investment is derecognized or until the investment is determined to be impaired at
which time the cumulative gain or loss previously reported in equity is included in the
statement of comprehensive income.
The fair value of investments that are actively traded in organized financial market is
determined by reference to quoted market bid prices at the close of business at the end
of each financial reporting period. For investments where there is no active market,
fair value is determined using valuation techniques. Such techniques include recent
arm’s length market transaction; reference to the current market value of another
instrument which is substantially the same; discounted cash flows analysis and option
pricing models.
This category includes investment in mutual fund managed by an insurance company.
•
Other Financial Liabilities
Other financial liabilities pertain to liabilities that are not held for trading or not
designated as at FVPL upon inception of the liability. A financial liability at FVPL is
acquired principally for the purpose of repurchasing in the near term or upon initial
recognition, it is designated by management as at fair value through profit or loss.
Other financial liabilities are initially recorded at fair value less directly attributable
transaction costs. After initial recognition, other financial liabilities are subsequently
measured at amortized cost using effective interest method. These include liabilities
arising from operations and borrowings.
This category includes accounts payable and accrued expenses, due to related parties,
loan payable and customers’ deposits.
13
Impairment of Financial Assets
The Group assesses at each end of financial reporting period whether a financial asset or
group of financial assets is impaired.
Assets carried at amortized cost
If there is objective evidence that an impairment loss on loans and receivables carried at
amortized cost has been incurred, the amount of the loss is measured as the difference
between the asset’s carrying amount and the present value of estimated future cash flows
(excluding future credit losses that have not been incurred) discounted at the financial
asset’s original effective interest rate (i.e., the effective interest rate computed at initial
recognition). The carrying amount of the asset shall be reduced either directly or through
use of an allowance account. The amount of the loss shall be recognized in the Group’s
consolidated statement of comprehensive income.
The Group first assesses whether objective evidence of impairment exists individually for
financial assets that are individually significant, and individually or collectively for financial
assets that are not individually significant. If it is determined that no objective evidence of
impairment exists for an individually assessed financial asset, whether significant or not,
the asset is included in a group of financial assets with similar credit risk characteristics and
that group of financial asset is collectively assessed for impairment. Assets that are
individually assessed for impairment and for which an impairment loss is or continues to be
recognized are not included in a collective assessment of impairment.
If, in a subsequent period, the amount of the impairment loss decrease can be related
objectively to an event occurring after the impairment was recognized, the previously
recognized impairment loss is reversed. Any subsequent reversal of an impairment loss is
recognized in the consolidated statement of comprehensive income to the extent that the
carrying value of the asset does not exceed its amortized cost at the reversal date.
Assets carried at cost
If there is objective evidence that an impairment loss has been incurred in an unquoted
equity instrument that is not carried at fair value because its fair value cannot be reliably
measured, or on a derivative asset that is linked to and must be settled by delivery of such
an unquoted equity instrument, the amount of the loss is measured as the difference
between the asset’s carrying amount and the present value of estimated future cash flows
discounted at the current market rate of return for a similar financial asset.
Available-for-Sale investments. If an available-for-sale asset is impaired, an amount
comprising the difference between its cost (net of any principal payment and amortization)
and its current fair value, less any impairment loss previously recognized in profit or loss,
is transferred from equity to the statements of income. Reversals in respect of equity
instruments classified as available-for-sale are not recognized in profit. Reversals of
impairment losses on debt instruments are reversed through profit or loss; if the increase
in fair value of the instrument can be objectively related to an event occurring after the
impairment loss was recognized in profit or loss.
14
Derecognition of Financial Assets and Liabilities
Financial assets
A financial asset is derecognized when (1) the rights to receive cash flows from the financial
instruments expire, (2) the Group retains the right to receive cash flows from the asset, but
has assumed an obligation to pay them in full without material delay to a third party under
a “pass-through” arrangement, or (3) the Group has transferred its rights to receive cash
flows from the asset and either has transferred substantially all the risks and rewards of the
asset, or has neither transferred nor retained substantially all the risks and rewards of the
asset, but has transferred control of the asset.
Where the Group has transferred its rights to receive cash flows from an asset or has
entered into a pass-through arrangement and has neither transferred nor retained
substantially all the risks and rewards of an asset nor transferred control of the assets, the
asset is recognized to the extent of the Group’s continuing involvement in the asset.
Continuing involvement that takes the form of a guarantee over the transferred asset is
measured at the lower of the original carrying amount of the asset and the maximum
amount of consideration that the Group could be required to repay.
Financial Liabilities
A financial liability is derecognized when the obligation under the liability is discharged,
cancelled or expired. Where the existing financial liability is replaced by another from the
same lender on substantially different terms, or the terms of an existing liability are
substantially modified, such an exchange or modification is treated as a derecognition of
the original liability and the recognition of a new liability, and the difference in the
respective carrying amounts is recognized in consolidated statement of comprehensive
income.
Offsetting Financial Instruments
Financial assets and financial liabilities are offset and the net amount is reported in the
consolidated statement of financial position if, and only if, there is a currently enforceable
legal right to offset the recognized amounts and there is an intention to settle on a net
basis, or to realize the asset and settle the liability simultaneously. This is not generally the
case with master netting agreements, and the related assets and liabilities are presented
gross in the consolidated statement of financial position.
Investment Property
Investment property, which is property held to earn rentals and/or for capital appreciation,
is carried at fair value at end of financial reporting period. Gains or losses arising from
changes in the fair value of investment property are included in profit or loss for the period
in which they arise.
A company-occupied property classified under property and equipment account becomes an
investment property when it ends company-occupation. Decrease in the carrying amount is
recognized in statement of comprehensive income. However, to the extent that an amount
is included in its revaluation surplus, the decrease is charged against that revaluation
surplus. Increase in carrying amount is recognized in statement of comprehensive income
to the extent that the increase reverses a previous impairment loss for such property. The
amount recognized in statement of comprehensive income does not exceed the amount
needed to restore the carrying amount that would have been determined (net of
depreciation) had no impairment loss been recognized. Any remaining part of the increase
is credited directly to equity in revaluation surplus. Revaluation surplus included in equity
maybe transferred to accumulated profits. The transfer from revaluation surplus to
accumulated profits is not made through profit or loss.
15
Investment property is derecognized on disposal, or when the investment property is
permanently withdrawn from use and no future economic benefit is expected from its
disposal. Any gains or losses on the retirement or disposal of an investment property are
recognized in the statement of comprehensive income in the year of retirement or disposal.
Where there is clear evidence that the fair value of an investment property is not reliably
determinable on a continuing basis, the cost model under PAS 16 “Property, Plant and
Equipment”, shall be used.
The Company’s investment property consists of parcels of land located in Calapan, Oriental
Mindoro.
Property and Equipment
Property and equipment are carried at cost less accumulated depreciation, amortization and
any allowance for impairment in value except for land. Land is carried at appraised values
as determined by an independent firm of appraisers on December 22, 2009. The appraisal
increment resulting from the revaluation was credited to “Revaluation surplus in land”
shown under “Equity” section in the consolidated statement of financial position and
consolidated statement of changes in equity.
Initial cost of property and equipment comprises its construction cost or purchase price and
any directly attributable cost of bringing the assets to its working condition and location for
its intended use. Expenses incurred and paid after the property and equipment have been
put into operation, such as repairs and maintenance and overhaul costs, are normally
charged to income when the costs are incurred. In situation where it can be clearly
demonstrated that the expenditures have resulted in an increase in the future economic
benefits expected to be obtained from the use of an item of property and equipment
beyond its originally assessed standard of performance, the expenditures are capitalized as
an additional cost of property and equipment.
Depreciation and amortization commence once the assets are available for use and is
computed using the straight-line method over the following estimated useful lives:
Years
Land improvements
Water utilities and distribution system
Office furniture and equipment
Service vehicles
Staffhouse, warehouse and office
20
5 – 50
5
5
5
The useful life and depreciation and amortization methods are reviewed periodically to
ensure that the method and period of depreciation and amortization are consistent with the
expected pattern of economic benefits from items of property and equipment.
Construction in progress and equipment for installation, included in the property and
equipment, are stated at cost. These include cost of construction, equipments and other
direct costs. Construction in progress and equipment for installation are not depreciated
until such time as the relevant assets are completed or installed and put into operational
use.
When assets are retired or otherwise disposed of, the cost and related accumulated
depreciation and amortization are eliminated from the accounts, and any gain or loss
resulting from their disposal is credited or charged to current operations.
16
Goodwill
Goodwill arising from the acquisition of a subsidiary or a jointly controlled entity represents
the excess of the cost of acquisition over the Group’s interest in the net fair value of the
identifiable assets, liabilities and contingent liabilities of the subsidiary or jointly controlled
entity recognized at the date of acquisition. Goodwill is initially recognized as an asset at
cost and is subsequently measured at cost less any accumulated impairment losses.
Goodwill is reviewed for impairment annually or more frequently, if events of changes in
circumstances indicate that the carrying value may be impaired. An impairment loss
recognized for goodwill is not reversed in a subsequent period. Negative goodwill, which is
the excess of net fair value of subsidiaries’ identifiable assets, liabilities and contingent
liabilities over the cost of business combination, is immediately recognized as income.
On disposal of a subsidiary or a jointly controlled entity, the attributable amount of goodwill
is included in the determination of the profit or loss on disposal.
Impairment of Non-financial Assets
The carrying values of long-lived assets are reviewed for impairment when events or
changes in circumstances indicate that the carrying values may not be recoverable. If any
such indication exists and where the carrying values exceed the estimated recoverable
amounts, the assets or cash-generating units are written down to their recoverable
amounts. The recoverable amount of the asset is the greater of net selling price and value
in use. The net selling price is the amount obtainable from the sale of an asset in an arm’s
length transaction less cost to sell. In assessing value in use, the estimated future cash
flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessment of the time value of money and the risks specific to the asset.
For an asset that does not generate largely independent cash inflows, the recoverable
amount is determined for the smallest cash-generating unit to which the asset belongs.
Impairment losses are recognized in the statement of comprehensive income in the period
in which it arises unless the asset is carried at a revalued amount in which case the
impairment is charged to the revaluation surplus of the said asset.
A previously recognized impairment loss is reversed only if there has been a change in the
estimates used to determine the recoverable amount of an asset, however, not to an
amount higher than the carrying amount that would have been determined (net of any
depreciation and amortization) had no impairment loss been recognized for the asset in
prior years.
A reversal of an impairment loss is credited to current operations.
Related Party Transactions
Transactions between related parties are based on terms similar to those offered to nonrelated parties. Parties are considered to be related if one party has the ability, directly or
indirectly, to control the other party or exercise significant influence over the other party in
making financial and operating decisions and the parties are subject to common control or
common significant influence. Related parties may be individuals or corporate entities.
17
Revenue and Cost Recognition
Revenue is recognized when it is probable that the economic benefit associated with the
transactions will flow to the Group and the amount can be reliably measured. The following
specific recognition criteria must also be met before revenue is recognized:
•
Water revenues are recognized when the related water services are rendered.
•
Sales are recognized upon delivery of goods sold, and the transfer of risks and rewards
to the customer has been completed.
•
Interest income is recognized on a time proportion basis that reflects the effective yield
on the asset.
•
Other income is recorded when the related income/service is earned.
Cost and expenses are recognized upon receipt of goods, utilization of the service or at the
date they are incurred. Except for borrowing costs attributable to qualifying assets, all
finance costs are reported on an accrual basis.
Leases
Leases are classified as finance leases whenever the term of the lease transfer substantially
all the risks and rewards of ownership to the lessee. All other leases are classified as
operating leases.
Retirement Benefit Costs
The Group’s retirement cost is actuarially determined using the projected unit credit
method. This method reflects service rendered by employees up to the date of valuation
and incorporates assumptions concerning employees’ projected salaries.
Actuarial
valuations are conducted with sufficient regularity with option to accelerate when significant
changes to underlying assumptions occur. Retirement expense includes current service
cost, interest cost and amortization of unrecognized past service cost and recognition of
actuarial gains or losses.
The current service cost is a level annual amount or a fixed percentage of salary which,
when invested at the rate of interest assumed in the actuarial valuation, is sufficient to
provide the required retirement benefit at the employee’s retirement.
Past service cost is the present value of the excess of the projected retirement benefits
over the amount expected to be provided by future contributions based on the service cost.
Past service cost is recognized immediately to the extent that the benefits are already
vested, and otherwise is amortized on a straight-line basis over the average period until the
benefits become vested.
Actuarial gains and losses that exceed 10% of the greater of the present value of the
Group’s defined benefit obligation and the fair value of plan assets are amortized over the
expected average remaining working lives of the participating employees.
The retirement benefit obligation recognized in the statement of financial position
represents the present value of the defined benefit obligation as adjusted for unrecognized
actuarial gains and losses and unrecognized past service cost, and as reduced by the fair
value of plan assets, if any. Any assets resulting from this calculation is limited to
unrecognized actuarial losses and past service costs, plus the present value of available
refunds and reductions in future contributions to the plan.
18
Borrowing Costs
Borrowing costs incurred during the construction period on loans and advances used to
finance construction and property development are capitalized as part of construction and
development costs included under “Property and Equipment” account in the statement of
financial position.
Capitalization of borrowing costs commences when the activities to prepare the asset are in
progress and expenditures and borrowing costs are being incurred. Capitalization of
borrowing costs ceases when substantially all the activities necessary to prepare the asset
for its intended use are complete. If the carrying amount of the asset exceeds its
recoverable amount, an impairment loss is recorded. Capitalized borrowing cost is based
on applicable weighted average borrowing rate.
All other borrowing costs are charged to operation in the period in which they are incurred.
Rental expenses under operating leases are charged to profit or loss on a straight-line basis
over the term of the lease.
The Group determines whether an arrangement is, or contains a lease based on the
substance of the arrangement. It makes an assessment of whether the fulfillment of the
arrangement is dependent on the use of a specific asset or assets and the arrangement
conveys a right to use the asset.
Income Taxes
Income taxes represent the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable income for the year. Taxable income differs
from income as reported in the statement of comprehensive income because it excludes
items of income or expenses that are taxable or deductible in other years and it further
excludes items that are never taxable or deductible. The Group’s liability for current
income tax is calculated using tax rates that have been enacted or substantively enacted at
the end of financial reporting period.
Deferred tax is provided, using the liability method, on all temporary differences at the end
of financial reporting period between the tax bases of assets and liabilities and their
carrying amounts for financial reporting purposes and carryforward benefits of net
operating loss carryover (NOLCO) and minimum corporate income tax (MCIT). Deferred
tax assets are recognized for all deductible temporary differences to the extent that it is
probable that taxable profit will be available against which the deductible temporary
difference can be utilized. Deferred tax liabilities are recognized for all taxable temporary
differences. Deferred tax assets and liabilities are measured using the tax rate that is
expected to apply to the period when the asset is realized or the liability is settled.
The carrying amount of deferred tax assets is reviewed at each end of financial reporting
period and reduced to the extent that it is not probable that sufficient taxable profit will be
available to allow all or part of the deferred income tax assets to be utilized.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities.
Income tax relating to items recognized directly in equity is recognized in equity
and in other comprehensive income in the consolidated statement of
comprehensive income.
19
Provisions
Provisions are recognized only when the following conditions are met: a) there exists a
present obligation (legal or constructive) as a result of past event; b) it is probable (i.e.
more likely than not) that an outflow of resources embodying economic benefits will be
required to settle the obligation; and, c) reliable estimate can be made of the amount of
the obligation.
Provisions are reviewed at each end of financial reporting period and adjusted to reflect the
current best estimate.
Contingencies
Contingent liabilities are not recognized in the consolidated financial statements. They are
disclosed unless the possibility of an outflow of resources embodying economic benefits is
remote. A contingent asset is not recognized in the consolidated financial statements but
disclosed when an inflow of economic benefit is probable.
Events after the End of Financial Reporting Period
Post year-end events that provide additional information about the Group’s position at the
end of financial reporting period (adjusting events) are reflected in the Group’s financial
statements. Post year-end events that are not-adjusting events are disclosed in the notes
to financial statements when material.
Earnings per Share (EPS)
EPS is determined by dividing net income for the year by the weighted average number of
shares outstanding during the year including fully paid but unissued shares as of the end of
the year, adjusted for any subsequent stock dividends declared.
Management’s Use of Judgments and Estimates
The preparation of the Group’s financial statements in accordance with PFRS requires
management to make judgments, estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. The judgments, estimates
and assumptions used in the accompanying financial statements are based upon
management’s evaluation of relevant facts and circumstances as of the date of the financial
statements. Actual results could differ from such estimates. The effect of any changes in
estimates will be recorded in the Group’s financial statements when determinable.
Estimates and judgments are continually evaluated and are based on historical experience
and other factors, including expectations of future events that are believed to be reasonable
under the circumstances.
Judgments
In the process of applying the Group’s accounting policies, management has made the
following judgments, apart from those involving estimations which have the most
significant effect on the amounts recognized in the consolidated financial statements:
•
Distinction between Investment Property and Owner-Occupied Property
The Group determines whether a property qualifies as investment property. In making
its judgments, the Group considers whether the property generates cash flows largely
independent of the other assets held by an entity. Owner-occupied properties generate
cash flows that are attributable not only to the property but also other assets used in
the supply process.
20
Some properties are held to earn rentals or for capital appreciation and other properties
are held for use in rendering of services or for administrative purposes. If the portion
cannot be sold separately, the property is accounted for as an investment property only
if an insignificant portion is held for use in the production or supply of goods and
services or for administrative purposes. Judgment is applied in determining whether
ancillary services are so significant that a property does not qualify as investment
property. The Group considers each property separately in making its judgment.
Estimates
The key assumptions concerning the future and other sources of estimation uncertainty at
the end of financial reporting period that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the next financial year
are discussed below:
•
Estimation of Impairment on Receivables
The Group maintains allowances for impairment losses on receivables at a level
considered adequate to provide for potential uncollectible receivables. The level of this
allowance is evaluated by the management on the basis of factors that affect the
collectibility of the accounts.
The factors include, but are not limited to, the length of relationship with the customer,
the customer’s payment behavior and known market factors. The Group reviews the
age and status of receivables, and identifies accounts that are to be provided with
allowances on a continuous basis. The Group provides full allowance for receivables
that it deems uncollectible. The amount and timing of recorded expenses for any period
would differ if the Group made different judgments or utilized different estimates. An
increase in the allowance for impairment losses on receivables would increase recorded
operating expenses and decrease current assets.
•
Estimation of Useful Lives of Property and Equipment
Useful lives of property and equipment are estimated based on the period over which
these assets are expected to be available for use. Such estimation is based on a
collective assessment of industry practice, internal technical evaluation and experience
with similar assets. The estimated useful life of each asset is reviewed periodically and
updated if expectations differ from previous estimates due to physical wear and tear,
technical or commercial obsolescence and legal or other limits on the use of the asset.
It is possible, however, that future results of operations could be materially affected by
changes in the amounts and timing of recorded expenses brought about by changes in
the factors mentioned above. Any reduction in the estimated useful lives of property
and equipment would increase the Group’s recorded operating expenses and decrease
on the related asset accounts.
•
Judgment on classification of Financial Assets and Liabilities
The Group classifies a financial instrument, or its component parts, on initial
recognition as a financial asset, a financial liability or an equity instrument in
accordance with the substance of the contractual arrangement and the definitions of a
financial asset, a financial liability or an equity instrument. The substance of a
financial instrument, rather than its legal form, governs its classification in the Group’s
statement of financial position.
The Parent Company determines the classification at initial recognition and reevaluates
this designation at every reporting date.
21
PFRS requires that certain financial assets and liabilities be carried at fair value, which
requires the use of extensive accounting estimates and judgments.
While significant components of fair value measurement are determined using verifiable
objective evidence (i.e. interest rates, volatility rates), the timing and amount of
changes in fair value would differ with the valuation methodology used. Any change in
the fair value of these financial assets and liabilities would directly affect income and
equity
•
Estimation of Impairment on Non-Financial Assets
Impairment review is performed when certain impairment indicators are present. Such
indicators would include significant changes in asset usage, significant decline in market
value and obsolescence or physical damage on an asset. If such indicators are present
and where the carrying amount of the asset exceeds its recoverable amount, the asset
is considered impaired and is written down to its recoverable amount. Determining the
net recoverable value of assets requires the estimation of cash flows expected to be
generated from the continued use and ultimate disposition of such assets. While it is
believed that the assumptions used in the estimation of fair values reflected in the
financial statements are appropriate and reasonable, significant changes in these
assumptions may materially affect the assessment of recoverable values and any
resulting impairment loss could have a material adverse impact on the results of
operations.
Determining whether goodwill is impaired requires an estimation of the value in use of
the cash-generating units to which goodwill has been allocated. The value in use
calculation requires the management to estimate the future cash flows expected to
arise from the cash-generating unit and a suitable discount rate in order to calculate
present value.
•
Estimation of Retirement and Other Benefits
The determination of the Group’s obligation and cost for pension and other retirement
benefits is dependent on management’s selection of certain assumptions used by
actuaries in calculating such amounts.
The assumptions for pension costs and other retirement benefits are described in Note
14, and include among others, discount and salary increase rates. Actual results that
differ from the assumptions are accumulated and amortized over future periods and
therefore, generally affect the Group’s recognized expense and recorded obligation in
such future periods. While management believes that the assumptions are reasonable
and appropriate, significant differences in actual experience or significant changes in
management assumptions may materially affect the Group’s pension and other
retirement obligations.
The Group also estimates other employee benefits obligation and expense, including the
cost of paid leaves based on historical leave availment of employees, subject to the
Group’s policy. These estimates may vary depending on the future changes in salaries
and actual experiences during the year.
•
Deferred Income Tax Assets
The carrying amount of deferred tax assets is reviewed at each end of financial
reporting period and reduced to the extent that it is no longer probable that sufficient
taxable profit will be available to allow all or part of the deferred tax assets to be
utilized. Management expects future operations will generate sufficient taxable profit
that will allow all or part of the deferred income tax assets to be utilized.
22
•
Financial Assets and Liabilities
PFRS requires that certain financial assets and liabilities be carried at fair value, which
requires the use of extensive accounting estimates and judgments. While significant
components of fair value measurement are determined using verifiable objective
evidence (i.e. interest rates, volatility rates), the timing and amount of changes in fair
value would differ with the valuation methodology used. Any change in the fair value of
these financial assets and liabilities would directly affect income and equity.
5. Loan Payable
This account pertains to long-term loans availed from the Development Bank of the
Philippines for the rehabilitation, expansion and improvements of the waterworks system of
CWWC for =
P 137 million payable in fifteen (15) years on a monthly basis. Interest is fixed
at 10.5% per annum, reviewable and subject to adjustment annually thereafter but not to
exceed 15% per annum. The Company was able to negotiate the interest rate at 6.25% in
2012 and 9% in 2011 and 2010.
CWWC executed a deed of assignment relative to the loan, in favor of the bank of (a) a
portion of CWWC’s Reserve Fund (via Savings or Other Investment Account) equivalent to
two monthly interest amortization during the grace period, to increase to two monthly
principal and interest amortization after the grace period onwards. The Reserve Fund shall
be mainted for CWWC’s expenses for maintenance, operation and emergency fund; and (b)
billed water/receivables until the amount of the loan is fully paid.
Also, CWWC mortgaged its real estate and other equipment all situated in Calapan, Oriental
Mindoro in favor of the bank.
6. Related Party Transactions
The Group has the following transactions with related parties:
a.
Non-interest bearing cash advances with affiliates for investing and working capital
purposes. Also, the Group availed non-interest bearing cash advances from its major
stockholder and affiliate for the acquisition of operating machinery and equipment.
b.
Management and consultancy agreement with an affiliate renewable annually upon such
terms and conditions as may be mutually agreed upon by both parties.
c.
Lease of office space from an affiliate for a period of one year, renewable upon mutual
agreement of both parties.
7. Income Taxes
The provision for income tax differs from the amount computed by applying the statutory
income tax rate to income before income tax due mainly to interest income already
subjected to final tax at a lower rate.
The deferred tax assets represent the tax consequences of NOLCO, accrued retirement
expenses, and allowances for impairment losses and parts obsolescence.
The deferred tax liability pertains to tax consequences of capitalized borrowing costs and
appraisal increase in land under property and equipment.
23
8. Earnings Per Share (EPS)
Computation of EPS is as follows:
Net income
Divided by weighted average number of common
shares
For the Six Month Ended June 30
2013
2012
=
P 14,903,461
=14,486,708
P
162,161,000
=
P 0.0919
162,161,000
=0.0893
P
There were no potential dilutive shares in 2013, 2012, 2011 and 2010.
9. Other Matters
On May 18, 2012, the Company’s Board of Directors approved an additional equity
investment of =100
P
million in CWC to finance the latter’s zoning and expansion program.
This will be taken from the recent initial public offering.
On July 4, 2012, the Company completed the sale of its shares in Kristal Water. A total of
249,995 shares were sold for =
P 1 per share. As a result of the sale, Kristal Water ceases to
be a subsidiary. The decision to sell was reached in order for the Company to focus on its
core water utility business.
There are no material events subsequent to the end of the interim period that has not been
reflected in the financial statements. Neither are there any material contingencies and any
other events or transactions that are material to an understanding of the current interim
period aside from those already included in our report.
24
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
Financial Position (Balance Sheet)
Total assets decreased by 9.38% or about =
P 51.1 million to =493,496,528
P
as of 30 June 2013.
The decrease can be attributed to settlement of amounts due to suppliers and contractor as
may be seen from the decrease in the cash and cash equivalents and accounts payable and
accrued expenses accounts by 57.8% and 64.94%, respectively. Cash and cash equivalents
decreased to =36,479,288
P
and accounts payable and accrued expenses decreased to
=35,558,013
P
as of the end of the period.
The increase in sales causes the receivables to increase by 7.37% or =1,640,852
P
from
=22,258,607
P
as of year-end to the present =
P 23,899,459.
The increase in the related party transactions is dependent upon the liquidity and financial
status of the concerned parties at any given point in time. None of the parties involved is in
financial distress and there is no reason to believe that any accounts may be impaired in the
immediate or near future. Also, these accounts have no definite call dates and do not bear
interest. The purpose of these advances is for operating and investing activities.
Other current assets increased by 67.75% to =5,449,177.
P
The increase of =
P 2,200,871
pertains mainly to unapplied creditable withholding taxes of CVI.
The property and equipment account decreased from the additional depreciation from the
acquisition of a new office building acquired by CWWC worth around =
P 57.36 million located in
Barangay Bayanan, Calapan City. CWWC has already moved its offices to this new building in
the last quarter of 2012.
Available-for-sale investments, investment property and deferred tax assets were unchanged
from their balances as of June 30, 2013.
Accounts payable and accrued expenses decreased by 64.94% from =101.41
P
million as of
December 31, 2012 to =35.56
P
million as of June 30, 2013. Much of this was contributed by
CWWC’s settlement of amounts due to its contractor for its development projects.
The income tax liability as of December 31, 2012 was paid last April 2013. The income tax
liability as of June 30, 2013 consists of the accrual for the first and second quarter of 2013
results. This explains why income tax payable decreases by 17.75%.
The retirement benefit obligation and deferred tax liability were unchanged from year-end. The
loan payable of =76.0
P
M pertains to Calapan Water’s loan with DBP mentioned earlier. The
decrease in this account by 5.0% or =4,006,880
P
pertains to principal payments for the six
months ended June 30, 2013.
Minority interest pertains to Calapan Water.
This represents the share of its minority
shareholders in the net assets of said subsidiary. The change in this account represents the
share of minority shareholders in the results of operations for this period.
25
Results of Operations
Water service revenues have been steadily increasing and this may be attributed to additional
billed volume from the increase in the number of subscribers which stood at 13,050 at periodend as against 12,046 last year. Revenues grew by =
P 2,278,095 or 7.06% from =33,486,769
P
to =36,110,097
P
for the quarter.
Sales of goods of =9.2
P
million for the period pertain to the trading activity of CVI. It started
operation only last December 2009 and the decrease as against the same year-to-date figure is
=687,036
P
(6.97%).
Cost of sales and services have been increasing due to higher depreciation (due to office
building acquired end of last year) and power costs (due to additional booster stations put up to
augment water pressure) of CWWC. The increase of 10.47% or =
P 3.0M for this period as
conscious efforts were done to keep costs at relatively the same levels. Further, the increase in
sales from the trading activity also affected this account. Most of the same factors affecting
year-to-date figures also apply.
Operating expenses have increased due to higher salaries, utilities and taxes this period as
against the same period last year. This account increased by 3.0% or =0.7M.
P
Net other charges decreased by 19.46% or =
P 583,429 for the period. The decrease is attributed
to interest charges on CWWC’s loan with DBP charged to expense this quarter. The interest on
CWWC’s loan was capitalized as part of property and equipment in prior years. The increase or
decrease in the interest income earned is dependent upon the duration of the higher-yielding
placements and not necessarily on the balance as of the end of the period.
Minority interest represents minority stockholders’ share in the net income or loss of Calapan
Water. The fluctuation in this account is tied-in to the operating results of Calapan Water and
to the Company’s overall ownership in the former.
Liquidity and Solvency
The Company’s cash balance decreased from end-2012 of =86.4
P
million to =36.5
P
million as of
30 June 2013. A significant portion of the cash balance came from the proceeds of CVI’s IPO
last 2011.
The IPO proceeds are intended for CWWC’s expansion and zoning works.
Meanwhile, the decrease for this period was a result of payment of obligations mentioned
earlier.
The Company seeks to manage its liquidity profile to be able to finance its capital expenditures
and serve its maturing obligations. The objective is to maintain a balance between continuity
of funding and flexibility through valuation of projected and actual cash flow information. The
Company manages liquidity by maintaining adequate reserves through advances from related
parties and loan facilities with local banks.
The IPO proceeds improved our current ratio considerably. Nonetheless, the Company is not in
danger of insolvency as it could readily draw funds from related parties and banks. Further, its
strong relations with suppliers and creditors enable the Company to negotiate and stretch credit
terms. It may also be worth mentioning that payment terms of accounts with related parties
have no definite call dates. The retirement benefit obligation and deferred tax liabilities may
also be regarded as provisions and are not due immediately.
26
Dividends
In the Board of Directors’ meeting held on June 13, 2012 a resolution was passed declaring
cash dividends of =
P 0.20 per share. Record date for determination of stockholders entitled to
the cash dividends was the close of business on June 29, 2012. July 25, 2012 was set as the
payment date.
Issuances, Repurchases, and Repayments of Debt and Equity Securities
None
Events that will trigger Direct or Contingent Financial Obligation that is Material to
the Company, including any Default or Acceleration of an Obligation
None
Material Off-Balance Sheet Transactions, Arrangements, Obligations (including
Contingent Obligations), and Other Relationships of the Company with
Unconsolidated Entities or Other Persons created during the Reporting Period
None
Known Trends, Demands, Commitments, Events or Uncertainties that will have a
Material Impact on Liquidity or that are reasonably expected to have a Material
Favorable or Unfavorable Impact on Net Sales/Revenues/Income from Continuing
Operations
None
Cause for any Material Change from period to period which shall include Vertical and
Horizontal Analyses of any Material Item
This is already incorporated in the discussion under “Results of Operations” and “Financial
Position”.
Seasonal Aspects that has a Material Effect on the Financial Statements
None
Material Commitments for Capital Expenditures, General
Commitments, Expected Sources of Funds for such Expenditures
Purpose
of
such
Calapan Water has completed its rehabilitation, expansion and improvement plan of its
waterworks system in Calapan City, Oriental Mindoro. The purpose of the plan is to bolster
water pressure, improve water quality, and to increase production so as to accommodate more
subscribers.
A contractor was awarded the project for the total contract price of about =168
P
million. The
=137
P
million-loan facilities from DBP are earmarked for the contract and the differential
between the total contract price and the loan facility will be sourced from internally generated
sources.
Calapan Water has various projects lined up as detailed in the following table. Fifty Two Million
and Five Hundred Thousand Pesos (=52,500,000.00)
P
will be used for expansion of storage
facilities, particularly for the construction of one (1) overhead reservoir and the installation of
transmission and distribution lines from the reservoir to the water system. Ninety Two Million
Eight Hundred and Fifty Thousand Pesos (=92,850,000.00)
P
will be used for zoning works to be
undertaken in twenty six (26) barangays, such as installation of district meters and isolation
valves.
27
Also included in zoning works is the cost of massive meter replacement that will be
implemented in order to reduce non revenue water to its target level of twenty percent (20%).
Cost
(In =
P Millions)
Zoning Works
Expansion
Grand Total
Timeline
92.85
Q4 of 2011 to Q3 of 2012
52.50
Q1 to Q2 of 2012
145.35
The stated amounts include the estimated cost of transmission and distribution pipes, district
meters and isolation valves, and water meters; however, as of the date of this report no
specific supplier has been identified from whom these assets will be bought.
The proceeds of the recent initial public offering of CVI will be used to finance the above
projects. Priority shall be given to zoning works and the development of expansion facilities, in
that order. As the proceeds is below the project cost, the balance shall be funded through
internally generated funds.
Any Significant Elements of Income or Loss that did not arise from Continuing
Operations
None
Financial Risk Disclosure
Please refer to page 6 of the Notes to Consolidated Financial Statements for the description,
classification and measurements applied for financial instruments of the Group.
The Group’s principal financial instruments comprise of cash, receivables, short-term bank
deposits, available-for-sale investments, bank loans, trade payables and due to related parties.
The main purpose of the Group’s financial instruments is to fund the Group’s operations and to
acquire and improve property and equipment. The main risks arising from the use of financial
instruments are liquidity risk, interest rate risk and credit risk.
The main objectives of the Group’s financial risk management areas are as follows:
•
•
•
To identify and monitor such risks on an ongoing basis;
To minimize and mitigate such risks; and
To provide a degree of certainty about costs.
The Group’s Board reviews and agrees with policies for managing each of these risks. These
are summarized below:
Liquidity risk
The Group seeks to manage its liquid funds through cash planning on a weekly basis. The
Group uses historical figures and experiences and forecasts from its collections and
disbursements. The Group’s objective is to maintain a balance between continuity of funding
and flexibility through valuation of projected and actual cash flow information.
28
Interest rate risk
The Group’s exposure to market risk for changes in interest rates relates primarily to the
Group’s long-term borrowings. The Group’s policy is to minimize interest rate cash flow risk
exposures. Long-term borrowings are therefore usually at agreed interest rates. Also, the
Group manages its exposure to interest rate risk by closely monitoring bank interest
rates with various banks and maximizing borrowing period based on market volatility
of interest rates.
Credit risk
This risk refers to the risk that a customer/debtor will default on its contractual obligations
resulting in financial loss to the Group. The Group controls this risk through monitoring
procedures and regular coordination with the customers. In addition, receivable balances are
monitored on an ongoing basis with the result that the Group’s exposure to bad debts is not
significant. The Group also controls this risk by cutting its services and refusal to reconnect
until the customer’s account is cleared or paid.
The Group’s credit risk is primarily attributable to its trade receivables. An allowance for
impairment is made where there is an identified loss event which, based on previous
experience, is evidence of a reduction in the recoverability of the cash flows.
Given the Group’s diverse customer base, it is not exposed to large concentration of credit risk.
Currency risk is the risk that a business' operations or an investment's value will be affected by
changes in exchange rates. If Philippine pesos, the Group’s functional currency, has to be
converted into another currency to buy or sell goods and services, or to make certain
investments, a gain or loss may arise when these are converted back into pesos. This risk has
been assessed to be insignificant given that all the Group’s transactions are made in pesos.
The Group has no investments in foreign securities.
Market risk is the risk of losses arising from changes in market prices. This usually affects an
entire class of assets or liabilities. The value of investments may decline over a given period of
time simply because of economic changes or other events that impact large portions of the
market. Management has assessed this risk to be insignificant since the Group’s financial
instruments are not openly traded in the open market (stock exchange, foreign exchange,
commodity market, etc.) nor does it engage in exotic financial instruments such as derivatives,
spot or forward contracts and the like. The fair values of the Group’s financial instruments did
not change between this period and the preceding period thus no gain or loss was recognized.
29
Calapan Ventures, Inc.
Schedule of Financial Indicators
KEY PERFORMANCE INDICATORS
JUNE
2013
I
PROFITABILITY
Net income after Tax
ROA=
14,982,461
14,545,108
519,040,948
501,994,855
0.0289
0.0290
14,982,461
14,545,108
330,183,021
311,693,377
0.0454
0.0467
70,662,483
65,761,060
12,548
11,807
5,631
5,570
Total Liabilities
155,822,276
194,364,491
Total Assets
493,496,528
497,114,321
0.3158
0.3910
Total Liabilities
155,822,276
194,364,491
Shareholder's Equity
337,674,252
302,749,831
0.4615
0.6420
Market value/share
7.00
2.40
Book value/share
2.08
1.87
3.36
1.28
Ave. Total Assets
Return on Total Assets
It measures efficiency of the Company in
using its assets to generate net income.
Annual Net Income
ROE=
Ave. Stockholders Equity
Return on Equity
It is a measure of profitability of
stockholders' investments. It shows net
income as percentage of shareholder equity.
Water Revenue
WRS=
Ave. No. of Water
Subscribers
Water Revenue per Subscriber
Measures how well service and facilities
improvements have influence consumer's
usage
II
FINANCIAL LEVERAGE
Debt
Ratio=
Debt Ratio
It is a solvency ratio and it measures the
portion of the assets of a business which are
financed through debt.
Debt to
Equity=
Debt to Equity Ratio
It measures the degree to which the assets
of the business are financed by the debts
and the shareholders' equity of a business.
III
2012
MARKET VALUATION
Price to Book Ratio
PB ratio=
Relates the Company's stock to its book
value per share
30
Below is the aging analysis of receivables:
Current
Trade
Advances and
nontrade
=5,904,511
P
Total
=6,566,648
P
31 to
60 days
=
P 5,663,281
662,137
June 30, 2013
61 to
90 days
=
P 6,019,336
-
-
=
P 5,663,281
=
P 6,019,336
31
More than
90 days
=5,650,194
P
=5,650,194
P
Total
=23,237,322
P
662,137
=23,899,459
P
(A Subsidiary of Jolliville Holdings Corporation)
SCHEDULE OF RETAINED EARNINGS AVAILABLE FOR
DIVIDEND DECLARATION
JUNE 30, 2013
Beginning Unappopriated Retained Earnings,
As adjusted
Less: Net loss during the period
Retained Earnings Available for Dividend Declaration
32
=15,267,520
P
(1,065,537)
=14,201,983
P
SUMMARY OF EFFECTIVE STANDARDS AND INTERPRETATIONS UNDER
PHILIPPINE FINANCIAL REPORTING STANDARDS
AS OF JUNE 30, 2013
PHILIPPINE FINANCIAL REPORTING STANDARDS AND
INTERPRETATIONS
Not
Not
Adopted Adopted Applicable
Framework for the Preparation and Presentation of Financial
Statements
Conceptual Framework Phase A: Objectives and qualitative
characteristics
PFRSs Practice Statement Management Commentary
Philippine Financial Reporting Standards
PFRS 1
(Revised)
First-time Adoption of Philippine Financial Reporting
Standards
Amendments to PFRS 1 and PAS 27: Cost of an
Investment in a Subsidiary, Jointly Controlled Entity
or Associate
Amendments to PFRS 1: Additional Exemptions for
First-time Adopters
Amendment to PFRS 1: Limited Exemption from
Comparative PFRS 7 Disclosures for First-time
Adopters
Amendments to PFRS 1: Severe Hyperinflation and
Removal of Fixed Date for First-time Adopters
Amendments to PFRS 1: Government Loans
PFRS 2
*
Share-based Payment
*
Amendments to PFRS 2: Vesting Conditions and
Cancellations
*
Amendments to PFRS 2: Group Cash-settled Sharebased Payment Transactions
PFRS 3
(Revised)
Business Combinations
PFRS 4
Insurance Contracts
Amendments to PAS 39 and PFRS 4: Financial
Guarantee Contracts
PFRS 5
Non-current Assets Held for Sale and Discontinued
Operations
33
*
INTERPRETATIONS
PFRS 6
Exploration for and Evaluation of Mineral Resources
PFRS 7
Financial Instruments: Disclosures
Not
Not
*
Amendments to PAS 39 and PFRS 7: Reclassification
of Financial Assets
*
of Financial Assets - Effective Date and Transition
Amendments to PFRS 7: Improving Disclosures
about Financial Instruments
*
Amendments to PFRS 7: Disclosures - Transfers of
Financial Assets
Amendments to PFRS 7: Disclosures – Offsetting
Financial Assets and Financial Liabilities
Amendments to PFRS 7: Mandatory Effective Date of
PFRS 9 and Transition Disclosures
PFRS 8
Operating Segments
PFRS 9
Financial Instruments
Amendments to PFRS 9: Mandatory Effective Date of
PFRS 9 and Transition Disclosures
PFRS 10
Consolidated Financial Statements
PFRS 11
Joint Arrangements
PFRS 12
Disclosure of Interests in Other Entities
PFRS 13
Fair Value Measurement
Philippine Accounting Standards
PAS 1
(Revised)
Presentation of Financial Statements
Amendment to PAS 1: Capital Disclosures
*
Amendments to PAS 32 and PAS 1: Puttable
Financial Instruments and Obligations Arising on
Liquidation
Amendments to PAS 1: Presentation of Items of
Other Comprehensive Income
PAS 2
Inventories
PAS 7
Statement of Cash Flows
PAS 8
Accounting Policies, Changes in Accounting Estimates
and Errors
34
INTERPRETATIONS
PAS 10
Events after the Reporting Period
PAS 11
Construction Contracts
PAS 12
Income Taxes
Not
Not
*
Amendment to PAS 12 - Deferred Tax: Recovery of
Underlying Assets
PAS 16
Property, Plant and Equipment
PAS 17
Leases
PAS 18
Revenue
PAS 19
Employee Benefits
*
Amendments to PAS 19: Actuarial Gains and Losses,
Group Plans and Disclosures
PAS 19
(Amended)
Employee Benefits
PAS 20
Accounting for Government Grants and Disclosure of
Government Assistance
PAS 21
The Effects of Changes in Foreign Exchange Rates
*
Amendment: Net Investment in a Foreign Operation
*
PAS 23
(Revised)
Borrowing Costs
PAS 24
(Revised)
Related Party Disclosures
PAS 26
Accounting and Reporting by Retirement Benefit
Plans
PAS 27
Consolidated and Separate Financial Statements
PAS 27
(Amended)
Separate Financial Statements
PAS 28
Investments in Associates
PAS 28
(Amended)
Investments in Associates and Joint Ventures
PAS 29
Financial Reporting in Hyperinflationary Economies
PAS 31
Interests in Joint Ventures
*
PAS 32
Financial Instruments: Disclosure and Presentation
*
Amendments to PAS 32 and PAS 1: Puttable
35
*
INTERPRETATIONS
Not
Not
Financial Instruments and Obligations Arising on
Liquidation
*
Amendment to PAS 32: Classification of Rights
Issues
Amendments to PAS 32: Offsetting Financial Assets
and Financial Liabilities
PAS 33
Earnings per Share
PAS 34
Interim Financial Reporting
PAS 36
Impairment of Assets
PAS 37
Provisions, Contingent Liabilities and Contingent
Assets
PAS 38
Intangible Assets
PAS 39
Financial Instruments: Recognition and Measurement
*
*
Amendments to PAS 39: Transition and Initial
Recognition of Financial Assets and Financial
Liabilities
*
Amendments to PAS 39: Cash Flow Hedge
Accounting of Forecast Intragroup Transactions
*
Amendments to PAS 39: The Fair Value Option
*
Amendments to PAS 39 and PFRS 4: Financial
Guarantee Contracts
*
of Financial Assets
*
of Financial Assets – Effective Date and Transition
*
Amendments to Philippine Interpretation IFRIC–9
and PAS 39: Embedded Derivatives
*
Amendment to PAS 39: Eligible Hedged Items
PAS 40
Investment Property
PAS 41
Agriculture
Philippine Interpretations
IFRIC 1
Changes in Existing Decommissioning, Restoration
and Similar Liabilities
IFRIC 2
Members' Share in Co-operative Entities and Similar
Instruments
36
INTERPRETATIONS
Not
Not
IFRIC 4
Determining Whether an Arrangement Contains a
Lease
IFRIC 5
Rights to Interests arising from Decommissioning,
Restoration and Environmental Rehabilitation Funds
IFRIC 6
Liabilities arising from Participating in a Specific
Market - Waste Electrical and Electronic Equipment
IFRIC 7
Applying the Restatement Approach under PAS 29
Financial Reporting in Hyperinflationary Economies
IFRIC 8
Scope of PFRS 2
*
IFRIC 9
Reassessment of Embedded Derivatives
*
*
Amendments to Philippine Interpretation IFRIC–9
and PAS 39: Embedded Derivatives
IFRIC 10
Interim Financial Reporting and Impairment
*
IFRIC 11
PFRS 2- Group and Treasury Share Transactions
*
IFRIC 12
Service Concession Arrangements
*
IFRIC 13
Customer Loyalty Programmes
*
IFRIC 14
The Limit on a Defined Benefit Asset, Minimum
Funding Requirements and their Interaction
*
Amendments to Philippine Interpretations IFRIC-14,
Prepayments of a Minimum Funding Requirement
IFRIC 16
Hedges of a Net Investment in a Foreign Operation
*
IFRIC 17
Distributions of Non-cash Assets to Owners
*
IFRIC 18
Transfers of Assets from Customers
*
IFRIC 19
Extinguishing Financial Liabilities with Equity
Instruments
IFRIC 20
Stripping Costs in the Production Phase of a Surface
Mine
SIC-7
Introduction of the Euro
SIC-10
Government Assistance - No Specific Relation to
Operating Activities
SIC-12
Consolidation - Special Purpose Entities
Amendment to SIC - 12: Scope of SIC 12
SIC-13
*
Jointly Controlled Entities - Non-Monetary
Contributions by Venturers
37
*
INTERPRETATIONS
Not
Not
*
SIC-15
Operating Leases - Incentives
SIC-25
Income Taxes - Changes in the Tax Status of an
Entity or its Shareholders
SIC-27
Evaluating the Substance of Transactions Involving
the Legal Form of a Lease
SIC-29
Service Concession Arrangements: Disclosures.
SIC-31
Revenue - Barter Transactions Involving Advertising
Services
SIC-32
Intangible Assets - Web Site Costs
38
*
*
*
*
*

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