Pse Anrpt2002
Pse Anrpt2002
Pse Anrpt2002
An efficient, orderly, fair and transparent center for raising capital and trading securities.
A pillar in the Philippine economy for growth, savings mobilization and capital formation.
Our Mission
Practice good governance and promote it in Listed Companies and Trading Participants
to sustain Investor’s confidence.
Promote professional and personal growth and employees to better serveInvestors, Listed Companies,
and Trading Participants.
Professionalism at high standards of competence, completing tasks properly, promptly and consistently.
Efficiency in delivery of services and products through cost effective and responsive processes.
Accountability for actions and decisions with transparency that will stand up to public scrutiny.
Teamwork through cooperation and harmony in working together for a common goal.
Integrity with individual interests subordinated to public good, guided by principles of justice and equity.
We held the very first PSE Asian road show and investors’ con-
ference in which the best of the PSE and the national economy
was brought to the region’s retail and institutional investors.
The Investors’ Education Program was also simultaneously
rolled-out to inform target markets on the benefits of investing
in the equities. We tapped students, Overseas Filipino Work-
ers (OFWs), and institutional organizations. We look forward
to doing the same for the myriad other local investors that
have yet to be tapped.
The global economy was resilient in 2002 with strongest Table 1. GDP OF SELECTED COUNTRIES
ANNUAL PERCENT CHANGE
growth posted by the United States among industrialized
countries at 2.4%, followed by United Kingdom at 1.6% and Countries 2000 2001 2002 p
the Euro-zone1 at 0.8%. China had highest in Asia at 8.0%, China 8.0 7.3 8.0
with Thailand trailing at 5.2% and Philippines at 4.6%. Ex- Hong Kong 10.2 0.6 2.3
Indonesia 4.8 3.5 3.7
pansion in Asia was stimulated by domestic demand and Japan 2.8 0.4 0.3
strong exports to industrial and regional economies. Malaysia 8.3 0.4 4.2
Philippines 4.5 3.2 4.6
Philippines recorded higher-than-expected performance Singapore 9.4 -2.4 2.2
in 2002 with output exceeding projections in all production South Korea 9.3 3.0 5.8
sectors in tandem with lowering of inflation and interest Taiwan 5.9 -2.2 3.5
rates and a turnaround in exports. Developments in fiscal Thailand 4.6 1.9 5.2
United Kingdom 3.1 1.9 1.6
deficit, exchange rate, peace and order compounded by
United States 3.8 0.3 2.4
prospects of war in the Middle East, however, nurtured nega- Source from official government web sites; on full year figures except
South Korea which is third quarter 2002.
tive sentiments, gradually taking a toll on the stock market. p preliminary
Growth in GDP of 4.6% was better than 3.2% in 2001 as Table 2. GNP/GDP PHILIPPINES
GNP expanded 5.2%, higher than past year’s 3.4%. GNP ANNUAL PERCENT CHANGE
gain came mainly from net factor income flows increasing
15.5%, twice more than 7.2% of previous year. This was 2000 2001 2002
due to increased remittances from overseas workers sig- Gross National Product 4.5 3.4 5.2
Gross Domestic Product 4.0 3.2 4.6
nificantly greater than last year. Net Factor Income from Abrd 12.7 7.2 15.5
By Industrial Origin
Of major GDP sectors by industrial origin, services posted Agri. Fishery & Forestry
3.3 3.7 3.5
highest rise of 5.4% with industry at 4.1% and agriculture at Industry 3.9 1.3 4.1
Service 4.4 4.4 5.4
3.5%. Expansion in services came mainly from trade and By Expenditure Shares
the transport, communication and storage sub-sectors. In Personal Consumption 3.5 3.6 3.9
industry, mining and quarrying recorded dramatic improve- Government Consumption
-1.1 0.3 1.8
Capital Formation 2.3 1.3 -0.6
ments at 49.2% reversing decline of last year’s 6.6% with Fixed Capital 0.0 -2.2 2.1
pick up in production of natural gas from the Malampaya Changes in Stock-59.8 261.7 -121.2
fields. Agriculture was buoyed up by greater output in for- Source: National Economic and Development Authority Constant Prices
Election of Directors to Board in March proceeded harmoniously with no objection to the 8 non-brokers
endorsed by the outgoing Board and with 7 broker-directors elected from a field of 10. Results of organiza-
tional meeting of elected directors that followed to choose officers of the Exchange was however chal-
lenged by a faction of broker-directors on grounds that non-broker directors frustrated the will of the
electorate by not electing the Chair from their team. This was aggravated by case filed in court protesting
exclusion of candidate from the shortlist for non-brokers. E
These controversies initially disrupted proceedings and deliberations at the Board and imposed addi-
tional burdens on Management. The Board and Management nevertheless would not be distracted from
the principal mission of regaining public trust and interest in the Exchange and of improving efficiencies
and operations to better serve all stakeholders fairly and effectively.
Committees were organized to address immediate priorities. Business Development, Technology, and
Demutualization committees were consolidated to a single Strategic Development Committee. Member-
ship and Building committees were de-activated. An Investment Committee was set up to share informa-
tion for maximizing investments of PSE and affiliated companies. By-Laws Committee was constituted to
draft provisions appropriate to a demutualized entity. (see Appendix A for committees)
The Exchange should be an efficient market that is orderly, fair and transparent for enterprise to mobilize
capital, for investors to acquire stakes in such ventures and share in their fortunes, and for Trading Partici-
pants to service their interests effectively with integrity.
creased to 234 with 5 listings 1. Citystate Savings Bank, Inc. 11.1 - 11.1 11.5 128.2 - 128.2
added partly offset by delisting 2. Salcon Power Corp. (1st B) 156.9 156.9 313.9 1.8 282.5 282.5 565.0
of 2. Of the new listings, 3 with 3. Highlands Prime Leisure Prop., Inc. 93.9 355.3 449.2 2.1 200.0 756.9 956.9
4. Banco de Oro UniBank (1st B) 50.5 56.3 106.8 20.8 1,050.2 1,172.1 2,222.7
track record, were listed in the 5. Jolliville Holdings, Inc. (1st B) 30.0 64.3 94.3 1.1 32.7 70.1 102.8
First Board accounting for Total 342.4 632.9 975.4 1,693.6 2,281.6 3,975.2
70% of public offerings with
54% by Banco De Oro Universal Bank alone. The
Table 9. CAPITAL MOBILIZED AND LISTED COMPANIES
two others in the Second Board accounted for
balance of 30%. Year end 31 Decem ber
1998 1999 2000 2001 2002
Capital mobilized by firms through the Exchange Capital Raised (B illion Pesos) 37.9 42.1 37.2 7.3 40.6
totaled P40.6 billion 5 times more than last year Initial Public O fferings 1 1.4 0.8 0.6 0.2 3.9
of P 7.3 billion. Over 90% or P 36.6 billion was Additional Listings 2 36.5 41.3 36.6 7.1 36.6
raised by existing firms through additional listing Num ber of Listed Companies R 222 225 229 231 234
with balance by new firms through IPO. Except New Listings 4 5 7 3 5
for plunge in 2001, amount raised was within the Delisting R 3 2 3 1 2
annual range of the past 5 years. R - Revised to reflect delisting of Sim e Darby Pilipinas, Inc. with retroactive effect on 1 Septem ber 1999.
1 - F igures represent the aggregate am ount of initial public offerings consisting of either new shares or existing shares
and/or both.
2- Figures represent additional issuance of new shares by lis ted companies after its initial public offering, specifically
from rights offering and private placem ent transactions.
Listing rules were revised to facilitate entry of firms in the Exchange with emphasis on information and disclo-
sures to the market on a timely basis. Objective was to have more stocks listed with maximum information for the
investing public to assess risk better and make informed decisions. Revised rules awaiting approvals, include:
Disclosure Rules
Enhance safeguard against insider trading with blackout provision barring directors or officers of listed company
from trading of company shares up to two trading days from date of releasing material information. Reinforce
mandatory reports with more comprehensive information requirement.
Online Disclosure System (ODiSy) providing simultaneous and timely release of information to market partici-
pants was launched by President Gloria Macapagal-Arroyo during the PSE Road Show. Users could access
corporate disclosures and announcements through the PSE website 24 hours a day, 7 days a week. The System
would enable companies to upload corporate disclosures 24 hours a day, 5 days a week.
Annual financial audit of all active Trading Participants were carried out supplemented by monthly review of
compliances with net capital requirements to assess capacity of each to meet their respective obligations to
clients. Sales practices were regularly audited as precautionary measure against abuse. Daily stock price and
volume movements were monitored to detect possible price manipulation and insider trading.
An Automated Market Surveillance System (AMPS) to signal unusual price or volume movements and help set
priorities in scheduling investigations was set up. A second phase implementation of this automated system to
facilitate organization of data and expedite analysis and retrieval would be in place by 2003.
PSE, in coordination with the Securities Clearing Corporation of the Philippines (SCCP), monitored and man-
aged transactions to ensure settlement of PSE trades.
Table 10. PSE SETTLEMENT OF TRADES Number of trades settled for the year totaled
No. of No. of No. of Value of 521,678, inclusive of cross and block trades. Cor-
Year Settlement Days Trades Settled Shares Settled Trades Settled responding number of shares or volume amounted
(Billions) (Billion P)
2000 251 1,386,176 673.8 355.3
to 100.9 billion with value at P 162.9 billion.
2001 247 655,721 165.5 163.4
2002 246 521,678 100.9 Settlement fails and defaults were resolved through
162.9
Based on settlement, 3 days after trade date
the fails management system of SCCP to protect
the counterparties and contain settlement risks.
Rules on settlement require payments and delivery of securities be made before cut-off time 12:00 noon 3
business days after orders have been matched. Failure to do so would trigger remedial measures by SCCP to
ensure delivery and/or payments. If not done before start of trading following day, broker would be in default and
be suspended from trading until settlement of such obligations.
PSE handled 10 instances of settlement fails, of which 7 were on delivery involving 6 Trading Participants and 6
issues, and 3 on cash payments involving 3 Trading Participants. Incidences of settlement fails occurrence have
declined over the years.
All instances of settlement fails were resolved, with no defaults in settlement. This negated need for Buy-In
(purchase of shares from the market on behalf of the defaulter to settle a delivery failure) and Sell-Out (sale of
shares of the defaulter for cash to cover failure in payments). Penalties were imposed on all 10 occurrences of
settlement failure.
Block Sales
Big volume trades prearranged by clients of Trading Participants were through Block Sales subjecting transac-
tions to same taxes on regular trades of 0.5% sales tax in lieu of higher capital gains tax, and documentary stamp
tax of P 1.50 on each P 200 based on par value of securities traded.
Acquisition of a clearing and settlement (CNS) system was approved by the Board to improve the delivery-versus-
payment (DVP) settlement system of the Exchange. Trading orders would be electronically integrated to clearing
and settlement with the Exchange link-up to the depository, settlement banks and registries/transfer agents.
Collateral valuation, fund administration, and securities borrowing and lending operations, would be automated,
strengthening management of risks. Substantial reduction in acquisition cost of CNS would enable earlier
recovery with no increase in processing fees and should be fully operational by end of 2003.
Borrowing and lending of securities have been arranged to cover possible delay in delivery of stocks sold. Rules
and operational guidelines governing SBL finalized in 2002 with implementation pending resolution of rate of
documentary stamp tax to apply either P 0.30 per P 200 on basis of loan concept or P 1.50 per P 200 on basis of
equity concept. Representation made with Bureau of Internal Revenue for same treatment as loan with ruling
expected shortly.
Automated trading started 1993 prior to unification of the Manila and Makati stock exchanges. The exchanges
were merged with two trading floors retained served by an automated single-price trading system fully operational
by 1995.
Information technology continued to be upgraded to enhance transparency and improve efficiency to better serve
Investors, Trading Participants, Listed Companies, and the general public. PSE website content was enhanced,
Online Disclosure System (ODiSy) was set up with the Surveillance System broadened to strengthen market
watch activities.
Mutual Funds
Market vitality depended not only on number but on variety of products available to investors. In addition to
facilitating listing equities, the Exchange opened distribution of mutual funds to Trading Participants in prepara-
tion for subsequent listing. In this regard, agreement with Sun Life Asset Management Company was concluded
for distribution of mutual funds through the Exchange.
Treasury Bills
Agreement was likewise concluded with the Bureau of Treasury (BTr) for secondary trading of Treasury Bills in
the Exchange. Through partnership with accredited Government Securities Dealers, Trading Participants would
bid in auctions, which upon award, would automatically list the entire issue for trade. T-bills could then be directly
sold to the public with greater transparency in prices. Trading of T-Bills at the PSE could be launched in 2003.
DDT would open trading and settlement of Philippine securities listed offshore in dollar currency mitigating
foreign exchange risks in the process. For the initial launch, three offshore listed securities could be considered
namely, TEL (Philippine Long Distance Co.), MFC (Manulife Financial Corporation), and SLF (Sun Life Finan-
cial of Canada). DDT facility would be launched in the first half of 2003.
Information Campaign
Cognizant of media value in keeping the public informed of market activities, the Exchange continued press
briefings, news and photo releases. Weekly and Monthly reports with data and writeups on market performance
provided important guides for investments and made available in electronic form to lower cost and facilitate
access to users.
The PSE Guardian, a quarterly newsletter, was introduced with maiden issue in December. The newsletter
highlights accomplishments and undertakings of the Exchange. The investor’s guide for the novice investor was
updated and made available to interested parties. An audio-visual composition on the workings of the Exchange
and its role in capital formation and wealth creation was produced for viewing by interested audience. Visitors
continued to avail of the stock market briefing and guided tour of both the Makati and Pasig sites of the PSE.
The Exchange continued to work closely with SEC, Congress, Department of Finance, Capital Market Develop-
ment Council, and Bankers' Association of the Philippines on matters concerning capital markets and related
legislative measures. Following were results of these initiatives:
z Enactment of Special Purpose Vehicle (SPV) law signed at the PSE Ayala Trading Floor in January
2003, extending tax incentives to relieve banks of their non-performing assets (NPAs) and return to
business of credit.
Subsidiaries
Clearing and settlement is an integral part of trading in securities. SCCP was set up to perform this function with
the Philippine Central Depository (PCD) as depository for securities traded to facilitate scripless transfers. PSE
invested in both firms to ensure that its interest would be served through 51% holdings in SCCP and 32% in PCD.
Both subsidiaries have been incurring losses with PSE taking up proportion in relation to its ownership share. For
this year, P 4 million each would have to be taken up from share in losses of SCCP and PCD or a total loss of P 8
million in spite of substantial reduction in losses at PCD due to downsizing pushed by PSE representatives.
The Exchange had 184 Trading Participants with 137 active at yearend from the peak of 177 in 1997 receding
over the years with declining market activities. Withdrawal from operation was pronounced among foreign Trad-
ing Participants from high of 77 in 1997 to current 12 with locals declining gradually from high of 145 in 1996 to
125 at end year.
Of the 47 inactive Trading Participants, 27 opted for voluntary suspension, 4 involuntary suspension, 8 ceased
operations, with 8 dormant from start.
Prior to demutualization, all brokers had to be members of the Exchange to trade. To be a member, an individual
or a corporation had to acquire a seat either from the Exchange or from another broker subject to approval of the
Board of Governors.
Table 14. ACTIVE MEMBER-BROKERS/TRADING PARTICIPANTS
(VALUE IN MILLION PESOS)
TRADING
MEMBER-BROKERS PARTICIPANTS
NO. OF ACTIVE MEMBER-BROKERS/ 162 169 176 177 166 163 158 144 137
TRADING PARTICIPANTS
Local 142 141 145 140 132 132 128 127 125
Foreign 20 28 31 37 34 31 30 17 12
ANNUAL VALUE TURNOVER 364,296 378,982 668,866 586,172 408,679 780,963 357,659 159,555 159,727
AVE. ANNUAL VALUE TURNOVER PER 2,248 2,242 3,800 3,311 2,461 4,791 2,263 1,108 1,165
MEMBER-BROKER/TRADING PARTICIPANT
High 45 80 85 78 30 32 31 25 12.05
Oct. 12 Oct. 4 Jun 17 Mar 21 Nov 20 Feb 10 Feb 23 Oct 12 Nov 13
Low 14 40 75 70 20 12 20 25 12.05
Jul 6 Apr 21 Dec 19 Feb 28 Jul 8 Feb 10 Jul 28 Oct 12 Nov 13
* Trading rights for P24.95 million with 50,000 PSE common shares for P50,000.00 on Oct 12, 2001
** Trading rights for P12.05 million with 50,000 PSE common shares for P50,000.00 on Nov 13, 2002
Upon demutualization through conversion of PSE to stock corporation on August 8, 2001, all 184 registered
brokers became Trading Participants with right to trade with each acquiring 50,000 shares in 2002.
First sale of trading right and shares was in 2001 for P 25 million, followed by another a year later for P 12.05
million. Sale solely of 50,000 shares in 2002 went for P 6 million.
During the year, 4 firms re-activated operations. Three local, namely: King’s Power Securities, Inc., UPCC
Securities Corp., Keppel Securities (Phils), Inc., and a foreign UOB Kay-Hian Securities (Phils), Inc. Two new
entrants, both local-owned, commenced trading operations after acquiring the shares and rights of inactive
Trading Participants and after securing SEC license and PSE Board approval. These were All Suwerte Securi-
ties, Inc. and EIB Securities, Inc.
Total paid-up capital deployed by trading participants declined from P 9.2 billion in 2000 to P 6.3 billion in 2002
with corresponding drop in the average per firm from P 58 million to P 46 million this year. This was due to
combination of losses and departure of firms with capital in the higher range. Those with paid-up capital of P 100
million and up declined from 31 in 2000 to 18 more among foreign from 20 to 7.
Below 10 0 0 0 0 0 0
10 - 19.9 55 0 53 0 52 0
20 - 39.9 40 3 39 2 39 2
40 - 59.9 11 4 14 1 14 1
60 - 79.9 7 1 6 1 5 1
80 – 99.9 4 2 4 1 4 1
Attrition in numbers and losses accrued by remaining firms took a heavy toll on total assets mobilized declining
from P 18.2 billion in 2000 to P 8.8 billion at year-end.
Net worth dropped to P 5.1 billion from P 8.5 billion in 2000 with departures eroding P 1.6 billion in 2001 and half
a billion in 2002.
Losses were substantial at a billion in 2001 diminished to quarter of a billion through cost cutting measures
including curtailment of liabilities with some relief from PSE through waiver of terminal fees. During this difficult
period, 47 brokerage firms had net income in 2000 for aggregate of P 273.1 million, 27 earned P 74.7 million in
2001 and 36 in 2002 for P 113 million.
o Formulate and issue guidelines on number of directorships a member of the Board may hold.
4. Listing 4. Listing o Review recommendations by Listings and Disclosure Group and where appropriate endorse
for approval or notation of the Board on matters concerning listing applications, penalties,
fines and sanctions to be imposed on erring companies and policies governing listed
companies;
o Recommend for approval of the Board amendments to Listing and Disclosure Rules of the
Exchange.
5. Floor Trading 5. Floor Trading o Recommend changes on trading rules for Board approval;
& Arbitration & Arbitration
o Enforce and administer, through management, the dissemination and strict implementation of
trading rules and regulations;
o Settle disputes and trading discrepancy arising from transactions on the floor.
6. Settlement 6. Settlement o Recommend measures to enhance efficiency of the clearing and settlement system.
7. Membership (Ceased operation with management continuing services and functions.)
7. Remuneration o Review compensation structure of the Board and the organization and recommend measures
(Constituted to comply for Board consideration.
with Governance
Manual)
AD HOC COMMITTEES
2001 2002 KEY FUNCTIONS
8. House 8. House o Recommend maintenance and upkeep and determine concessionaire services of the PSE
Brokers’ Lounge.
9. Building (De-activated with the completion on the property donation of Fort Bonifacio Development Corp. to PSE.)
10. Sports 9. Sports o Foster camaraderie among Trading Participants through sports activities.
11. Business 10. Strategic o Develop with management a strategic business plan to enhance governance and operational
Dev\t. Development efficiency of PSE.
12. Technology (Consolidated into one
13.Demutua- committee.)
lization
14. Legislative 11. Legislative o Review bills Congress that affect PSE and the capital market, and recommend specific
courses of action;
o Initiate studies in specific areas to improve the capital market and recommend the passage of
bills to address them.
12. Investments o Share information and analysis in view of best options for investments of PSE. Paramount
objective is to maximize interest income and minimize risk.
13. By-Laws o Review existing PSE Articles of Incorporation and By-laws and recommend amendments
thereto.
A. T. De Castro Securities Corp. Alejandro T. De Castro E*Trade Securities Corporation * David Heron
AAA Southeast Equities, Inc. D. Alfred A. Cabangon E. Chua Chiaco Securities, Inc. Ernesto Chua Chiaco
AB Capital Securities, Inc. Filomeno G. Francisco Eagle Equities, Inc. Joseph Y. Roxas
Abacus Securities Corporation Paulino S. Soo Eastern Securities Dev’t. Corp. Marian P. Leong
ABN Amro Asia Securities (Phils.), Inc. Gregorio U. Kilayko EastWest Capital Corporation Edilberto B. Bravo
Alakor Securities Corporation Gerard Anton S. Ramos EBC Securities Corporation ** Genevieve W. J. Go
All Suwerte Securities, Inc. Paul L. Wee Equitiworld Securities, Inc. Antonio A. Lopa
Alpha Securities Corporation Alberto L. Yu Evergreen Stock Brokerage & Sec. Inc. Francisco S. Gaisano
Angping & Associates Securities, Inc. Jerry C. Angping F. Yap Securities, Inc. Felipe U. Yap
Ansaldo, Godinez & Company, Inc. Mariano U. Godinez FEB Stock Brokers, Inc. * Emilio S. De Quiros
Apex Phils. Equities Corporation Jose Roberto Delgado Fidelity Securities, Inc. Ben C. Tiu
Asia Pacific Capital Equities & Securities Corp. — First Integrated Capital Securities, Inc. Manuel Mañalac Jr.
Asian Capital Equities, Inc. Jose Armando L. Eduque Fortune Securities, Inc. Alberto Gotuaco
Asiasec Equities, Inc. Gideon G. Sison Francisco Ortigas Securities, Inc. Francisco M. Ortigas III
Astra Securities Corporation Benito B. H. Ang G. D. Tan & Company, Inc. Gilbert Tan
ATC Securities, Inc. Anselmo Trinidad Jr. G. K. Goh Securities (Phils.), Inc. * —
ATR-Kim Eng Securities, Inc. Ramon B. Arnaiz Globalinks Securities & Stocks, Inc. David L. Wuson
Aurora Securities, Inc. Emmanuel Edward C. Co Golden Tower Sec. & Holdings, Inc. Andres Lao Hian Liong
B. H. Chua Securities Corporation Michael Li Chua Goldstar Securities, Inc. Joseph K. Mancilla
BA Securities, Inc. Ang Biao Grand Asia Securities, Inc. **** Jose C. Balonan
Belson Securities, Inc. Federico C. Lim Guild Securities, Inc. Antonio B. Alvarez
Benjamin Co Ca & Company, Inc. Benjamin Co Ca Guoco Securities (Phils.), Inc. * Micky Yong
Bernad Securities, Inc. Elphege Wong H. E. Bennett Securities, Inc. Jesus M. de la Peña
BNP Paribas Investment (Phils.), Inc. *** — HDI Securities, Inc. Chia Kim Teck
BNP Paribas Peregrine Securities, Inc. * — Highland Securities Phils., Inc. Vicente Jayme Jr.
Campos, Lanuza & Company, Inc. Gerardo O. Lanuza Jr. HSBC Securities (Philippines), Inc. * —
CDIB Venture Investment (Asia) Limited **** Joseph T. G. Tseng I. Ackerman & Company, Inc. Irving I. Ackerman
Century Securities Corporation Chan Kok Bin I. B. Gimenez Securities, Inc. Ignacio B. Gimenez
Christfund Securities (Phils.), Inc. * Esteban Peña Sy Imperial, De Guzman, Abalos & Co., Inc. Leonides C. Tiotuico
Citicorp Securities International (RP),, Inc. * — Indosuez W. I. Carr Sec. (Phils.), Inc ***. Emmanuel L. Samson
Citisecurities, Inc. Edward K. Lee ING Securities (Philippines), Inc. Cesar Luis F. Bate
Citytrust Securities Corporation * Alberto S. Villarosa Intra-Invest Securities, Inc. Edgardo V. Guevara
Coherco Securities, Inc. Wilfred T. Co J. M. Barcelon & Company, Inc. Amparo V. Barcelon
Cualoping Securities Corporation Victor Say Hipek J. P. Morgan Securities Philippines, Inc. Ismael A. Pili
DA Market Securities, Inc. Nestor S. Aguila Jaka Securities Corporation Katrina C. Ponce-Enrile
David Go Securities Corporation David C. Go Jocrison Securities, Inc. **** Jose Chong
DBP-Daiwa Securities SMBC Philippines, Inc. Hiroyuki Kaneko JSG Securities, Inc. Jorge S. Go
DBS Securities Phils., Inc. *** — Keppel Securities Philippines, Inc. Rhodora A. Gonzales
DBS Vickers Securities (Phils.), Inc. *** — Key Securities, Inc. * Koo Kiao Go
Deutsche Regis Partners, Inc. Emmanuel O. Bautista KGI Securities (Phils.), Inc. —
Larrgo Securities Company, Inc. Maria Paz R. Laurel S. J. Roxas & Company, Inc. Simplicio J. Roxas
Litonjua Securities, Inc. Eduardo V. Litonjua Jr. Santander Investment Securities (Phils.), Inc. Vicente B. Castillo
Lopez, Locsin, Ledesma & Company, Inc. Dionisio Lopez Sapphire Securities, Inc. *** —
Lucky Securities, Inc. Eddie T. Gobing Sarangani Securities, Inc. Arthur W. Antonino
Mandarin Securities Corporation Charles H. Shih Securities Plus, Inc. **** Eduardo L. Gaspar
Marian Securities, Inc. Richard L. Lee Securities Specialists, Inc. Francisco Villaroman
Marino Olondriz y Cia ** Marino Jose Olondriz SG Securities (Philippines), Inc ***. Urbano B. Razon Jr.
Mark Securities Corporation * Mark S. Dayrit Sincere Securities Corporation John Kenneth L. Ocampo
MDR Securities, Inc. Manuel D. Recto Solar Securities, Inc. Johnny S. Yap
Mercantile Securities, Inc. Astrid Melody Lim Standard Securities Corporation Domingo Herrera
Meridian Securities, Inc. Ronaldo S. Salonga Strategic Equities Corporation Roberto Z. Lorayes
Mount Peak Securities, Inc. William Gaweco Summit Securities, Inc. Harry G. Liu
Multi-Grade Securities Corp. Nolan M. Dapul Sun Hung Kai Securities (Phils.), Inc. * David Charles Parker
New World Securities, Inc. Joan Chai Chu Supreme Stockbroker, Inc. Eduardo C. Arroyo Jr.
Nieves Sanchez, Inc. Nieves Sanchez Tansengco & Company, Inc. Francisco O. Tansengco
Nomura Securities Phils., Inc. * Noriyasu Yoshizawa The First Resources Management & Sec. Corp. Ma. Vivian Yuchengco
OCBC Securities Philippines, Inc. *** — Thing On Securities Ltd. Philippines, Inc. Betty Wong
Pan Asia Securities Corporation Mariano Tanenglian Trans-Asia Securities, Inc. Eugene Ong
Paragon Strategic Holdings, Inc. **** — Tri-State Securities, Inc. Gregorio T. Chan
PCCI Securities Brokers Corp. Federico C. Galang Triton Securities Corporation Edwin L. Luy
PCIB Securities, Inc. Erlaster C. Sotto UBS Warburg Securities Philippines, Inc. Robrina L. Go
Pearlbank Securities, Inc. * Juanita U. Tan UCPB Securities, Inc. Joseph N. Pineda
Philippine Equity Partners, Inc. Joseph R. Madrid UOB-Kay Hian Securities (Philippines), Inc. —
Philippine TA Securities, Inc. * Yeoh Yong Woi UPCC Securities Corporation William C. Uy
Pierce Interlink Securities, Inc. * Luciano P. Ong Sr. Venture Securities, Inc. Eusebio Tanco
PJB Pacific Securities (Phils.), Inc. * — Vicsal Securities & Stock Brokerage, Inc. Frank Sy Gaisano
Platinum Securities, Inc. Rodolfo V. Feliciano Wealth Securities, Inc. Hosanna T. Ayson
PNB Securities, Inc. Victor C. Gella Westlink Global Equities, Inc. Rhoderick Santos
Premium Securities, Inc. Antonio Y. Tee Wise Securities Phils., Inc. Ramon L. Mapa
Pryce Securities, Inc. * Salvador P. Escaño
Wong Securities Corporation Eden Wong
Public Securities Corporation Reynaldo V. Reyes
Worldsec International Securities (Phils.), Inc.* Paul K. Cheng
Quality Investment & Securities Corp. Alfred Cu
— George Yang
R & L Investments, Inc. Rene R. Lee
Yao & Zialcita, Inc. Carmelita C. Yao
R. Coyiuto Securities, Inc. Robert Coyiuto Jr.
Yaptinchay Securities Corp. * Agerico T. Paras
R. Nubla Securities, Inc. Ralph Nubla Jr.
Group Parent
2002 2001 Change 2002 2001 Change
RESULTS OF OPERATIONS:
We have audited the accompanying balance sheets of The Philippine Stock Exchange, Inc. and
Subsidiary (the Group) and of The Philippine Stock Exchange, Inc. (the Parent Company) as of
December 31, 2002 and 2001, and the related statements of income, changes in stockholders’ equity
and cash flows for the years then ended. These financial statements are the responsibility of the
Group’s management. Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the Philippines.
Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the
financial position of the Group and of the Parent Company as of December 31, 2002 and 2001, and the
results of their operations and cash flows for the years then ended in conformity with accounting
principles generally accepted in the Philippines.
Stockholders’ Equity
Capital stock (Note 1) 9,200,000 9,200,000 9,200,000 9,200,000
Additional paid-in capital (Note 1) 277,426,988 277,426,988 277,426,988 277,426,988
Donated capital (Note 13) 377,157,404 377,157,404 377,157,404 377,157,404
Retained earnings 334,417,234 306,452,921 334,417,234 306,452,921
998,201,626 970,237,313 998,201,626 970,237,313
P
= 1,281,645,248 =
P1,254,231,441 P
= 1,036,219,523 =
P1,019,854,168
RETAINED EARNINGS
Balance at beginning of year 306,452,921 288,158,980
Net income 27,964,313 18,293,941
Balance at end of year 334,417,234 306,452,921
P
=998,201,626 =970,237,313
P
1. Organization
The Philippine Stock Exchange, Inc. (the Parent Company) was incorporated in the Philippines
on July 14, 1992 as a non-stock corporation, the primary purpose of which is to provide and
maintain a convenient and suitable market for the exchange, purchase and sale of all types of
securities and other instruments.
Republic Act (RA) No. 8799 entitled “Securities Regulation Code” (SRC) prescribed the conversion
of the Parent Company into a stock corporation (demutualization) on August 8, 2001, pursuant to
a conversion plan approved by the Securities and Exchange Commission (SEC).
The salient features of the demutualization plan approved by the SEC on August 3, 2001 include,
among others, the following:
a. Conversion of the Parent Company into a stock corporation by amending its Articles of
Incorporation and By-laws;
b. Subscription of each member of 50,000 shares at 1 per share. The remaining balance of the
Membership Contributions account of 277.4 million shall be treated as additional paid-in capital;
c. Issuance of trading rights to members in recognition of the existing seat ownership by the
members;
d. Separation of ownership of shares and access to the trading facilities of the exchange. The
trading rights shall be transferable without time limitation; and
e. Imposition of a moratorium on the issuance of the new trading rights.
Pursuant to such demutualization plan, the amendment of the Articles of Incorporation was approved
by the Board of Governors and the members on July 19, 2001 and July 20, 2001, respectively, to
effect the conversion of the Parent Company from a non-stock corporation to a stock corporation
with an authorized capital stock of 36.8 million divided into 36.8 million shares at a par value of 1
per share. As of July 20, 2001, 9.2 million shares were subscribed and paid. The SEC approved
the amended Articles of Incorporation and By-laws on August 3, 2001.
The registered office address of the Parent Company is Philippine Stock Exchange Centre,
Exchange Road, Ortigas Center, Pasig City. As of December 31, 2002 and 2001, the Parent
Company and SCCP (the Group) had 147 and 133 employees, respectively.
The consolidated financial statements include the accounts of the Parent Company and its 51%-
owned subsidiary, SCCP, after eliminating significant intercompany balances and transactions.
The adoption of the new standards in 2002 did not result in restatement of prior year financial
statements. Additional disclosures required by the new standards, however, were included in the
prior year financial statements, where applicable.
a. SFAS 10/IAS 10, Events After the Balance Sheet Date, which prescribes the accounting and
disclosure related to adjusting and non-adjusting subsequent events. The Group will adopt
SFAS 10/IAS 10 in 2003 and, based on current circumstances, does not believe the effect of
adoption will be material to the financial statements.
b. SFAS 17/IAS 17, Leases, which prescribes the accounting policies and disclosures applicable
to finance and operating leases. The Group will adopt SFAS 10/IAS 10 in 2003 and, based on
current circumstances, does not believe the effect of adoption will be material to the financial
statements.
c. SFAS 37/IAS 37, Provisions, Contingent Liabilities and Assets, which provides the criteria for
the recognition and bases for measurement of provisions, contingent liabilities and contingent
assets. It also specifies the disclosures that should be included with respect to these items.
The Group will adopt SFAS 37/IAS 37 in 2003 and, based on current circumstances, does not
believe the effect of adoption will be material to the financial statements.
Accounts Receivable
Accounts receivable are stated at face value less allowance for doubtful accounts. Allowance for
doubtful accounts is maintained at a level considered adequate to provide for potential uncollectibility
of the receivables. Management evaluates the level of this allowance based on the factors that
affect the collectibility of the accounts. A review of the age and status of receivables, designed to
identify accounts to be provided with allowance, is made by the Group on a continuing basis.
Equity Investments
Equity investments in companies in which the Parent Company’s percentage of ownership is 20%
or more or where significant influence is exercised are accounted for under the equity method.
Under the equity method, the cost of the investments is increased or decreased by the equity in net
income or losses of the investees since dates of acquisition. Dividends received are treated as a
reduction from the carrying value of such investments.
Years
Buildings 25
Trading system equipment 2
Building improvements 10
Computer hardware and peripherals 2 to 5
Furniture and fixtures 1 to 5
Office and communication equipment 5
Transportation equipment 5
Others 1
The cost of leasehold improvement is amortized over the shorter of the covering lease term or the
estimated useful life of the improvement.
Cost of minor repairs and maintenance are charged to expense as incurred; significant renewals
and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and
the related accumulated depreciation and amortization are removed from the accounts and any
resulting gain or loss is credited or charged to current operations.
Impairment of Assets
An assessment is made at each balance sheet date of whether there is any indication of impairment
of an asset, or whether there is any indication that an impairment loss previously recognized for an
asset in prior years may no longer exist or may have decreased. If any such indication exists, the
asset’s recoverable amount is estimated. An asset’s recoverable amount is calculated as the
higher of the asset’s value in use or its net selling price.
An impairment loss is recognized only if the carrying amount of an asset exceeds its recoverable
amount. An impairment loss is charged to operations in the period in which it arises, unless the
asset is carried at a revalued amount, in which case the impairment loss is charged to the revaluation
increment 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, but not to an amount higher than the
carrying amount that would have been determined (net of any depreciation) had no impairment
loss been recognized for the asset in prior years.
A reversal of an impairment loss is credited to current operations, unless the asset is carried at a
revalued amount, in which case the reversal of the impairment loss is credited to the revaluation
increment of the said asset.
Preoperating Expenses
Expenses incurred by SCCP prior to the start of its commercial operations have been capitalized
and are amortized over a period of five years.
Related 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. Parties are also considered to be related if they are subject to common control or
common significant influence. Related parties may be individual or corporate entities. Transactions
between related parties are based on terms similar to those offered to non-related parties.
Revenue Recognition
Revenue is recognized on the following bases:
a. Membership fees and interest income are recognized on a time proportion basis;
b. Listing, processing, data feed and service income are recognized when services are rendered;
and
c. Other income is recognized on an accrual basis.
Income Taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to
the difference between the financial reporting bases of assets and liabilities and their related tax
bases and for the carryforward benefits of the excess of minimum corporate income tax (MCIT)
over regular corporate income tax and net operating loss carryover (NOLCO). Deferred tax
assets and liabilities are measured using the tax rates applicable to taxable income in the years in
which those temporary differences are expected to be recovered or settled, and MCIT and NOLCO
are expected to be recovered or applied. A valuation allowance is provided for the portion of the
deferred tax assets which is not expected to be realized in the future.
Retirement Expense
The Parent Company’s retirement expense is actuarially determined using the projected unit credit
method. This method reflects the services rendered by employees to the date of valuation and
incorporates assumptions concerning employees’ projected salaries. Unrecognized experience
adjustments and past service costs are amortized over the expected average remaining working
life of the employees.
Actuarial gains and losses (if in excess of 10% of the present value of accrued benefit liability) are
recognized over the expected average remaining working life of the employees.
SCCP provides for estimated retirement benefits required to be paid under RA No. 7641 to all
employees. Normal cost is charged to current operations while past service cost is amortized over
the average remaining working life of employees.
Under the Parent Company’s rule, all trading rights are pledged at its full value to secure the
payment of debts due to the Parent Company and other members of the Exchange arising out of
or in connection with the present or future members’ contracts. Based on the latest transaction in
2002, the market value of a trading right amounted to 12.0 million.
On September 25, 2002, the Parent Company’s Board of Directors (BOD) approved the loan
assistance program to members via a term loan of 0.5 million per member for a period of six
months at a rate equivalent to that of the 91-day treasury bills prevailing at the time of the grant of
the loan, subject to the availability of funds. The loans are secured by a pledge of 10,000 shares of
stock of the Parent Company. As of December 31, 2002, the total amount of loans extended to
members amounted to 9.5 million.
a. entitled to cumulative dividends from date of issuance equivalent to eight percent (8%) of the
par value;
b. redeemable at par value together with all accrued and unpaid dividends at the option of the
holder beginning on the third anniversary until the fifth anniversary from the date of incorporation;
c. convertible into common shares on the basis of one common share for every two preferred
shares owned at the option of the holder beginning on the third anniversary from the date of
incorporation;
e. entitled to vote collectively for one member of the PCDI’s BOD; and
f. entitled to full payment at par value, upon the dissolution of the PCDI prior to the payment of
any amount on the common shares.
On September 25, 2002, the Parent Company’s BOD authorized the acquisition of a clearing and
settlement system for US$0.8 million. The BOD further authorized the purchase of the shares of
the minority interest in SCCP totaling 49% by exchanging and swapping such number of shares
owned by the Parent Company in PCDI at fair value and without requiring cash outlay on the part
of the Parent Company. In the event that the purchase of the shares of SCCP is not consummated,
then the Parent Company may lease the clearing and settlement system to SCCP or operate it
directly.
Long-term investments consist of small denominated treasury bonds, retail treasury bonds and
fixed rate treasury notes totaling 245.5 million and 10.0 million in 2002 and 2001, respectively, and
US dollar denominated bonds amounting to US$1.7 million in 2002. These bonds will mature on
various dates starting August 1, 2004.
Net realizable value of 339.8 million exceeds carrying value (at amortized cost) of 333.4 million
as of December 31, 2002.
Group
Cost
2001 Additions Disposals 2002
Buildings =
P224,895,034 =P– P
=– P
=224,895,034
Trading system equipment 155,225,659 2,446,216 – 157,671,875
Building improvements 113,548,696 49,953 – 113,598,649
Computer hardware and peripherals 73,757,642 8,697,175 636,259 81,818,558
Furniture and fixtures 40,862,172 236,117 – 41,098,289
Office and communication
equipment 7,948,503 392,277 – 8,340,780
Transportation equipment 6,343,364 1,622,545 48,091 7,917,818
Leasehold improvements 3,627,522 – – 3,627,522
Others 1,531,566 11,116 – 1,542,682
=
P627,740,158 P
=13,455,399 P
=684,350 P
=640,511,207
Parent Company
Cost
2001 Additions Disposals 2002
Buildings =
P224,895,034 =
P– =
P– P
=224,895,034
Trading system equipment 155,225,659 2,446,216 – 157,671,875
Building improvements 113,548,696 49,953 – 113,598,649
Computer hardware and peripherals 65,970,466 8,697,175 636,259 74,031,382
Furniture and fixtures 40,151,560 236,117 – 40,387,677
Office and communication
equipment 7,948,503 392,277 – 8,340,780
Transportation equipment 5,408,364 1,622,545 48,091 6,982,818
Others 1,531,566 11,116 – 1,542,682
=614,679,848
P P
=13,455,399 P
=684,350 P
=627,450,897
Buildings represent the donations of Philippine Realty and Holdings Corporation (PRHC) and
Ayala Land, Inc. (ALI) and a condominium unit at the PSE Centre in Pasig City purchased at
5.2 million.
The PRHC donation is comprised of the Parent Company’s offices at the PSE Centre in Pasig
City which exclusively house the following: a) trading floors; b) board room; c) executive offices;
d) training and education center; and e) research, administrative and accounting offices, library
and central files. Such offices were donated by PRHC on September 29, 1993 but were formally
turned over to the Parent Company on December 31, 1994 at a value of 139.5 million (see Note 13).
As provided in the Deed of Donation between PRHC and the Parent Company, the latter shall use
the offices exclusively for its stock exchange and stock trading operations for a period of at least
10 years from the date of its occupancy of said offices. However, should the Parent Company fail
to locate their trading floor at the donated property, this shall revert to PRHC without need of any
further act or deed. However, if within the 10-year period, the Parent Company’s stock trading
activities shall be conducted off-floor, the trading floor established in the condominium units or
portions thereof may, at the Parent Company’s option and sole cost, be converted into additional
offices for its exclusive use.
On August 25, 1993, ALI donated to the Parent Company the sum of 80.0 million (30.0 million of
which, was made through a transfer of rights by the Makati Stock Exchange) to cover the cost of
construction of the unit at the Philippine Stock Exchange (PSE) Plaza in Ayala Avenue, Makati
City and its appurtenant parking slots, and condominium shares valued at 155.7 million (see Note
13).
The deed of donation provides that the units at the PSE Plaza will house one of the trading floors
of the Parent Company, the central clearing and depository and a number of parking lots. In
addition, the donee shall use the units for a period of at least 10 years from the date of the donee’s
occupancy of the said units.
ALI established a stock condominium corporation, the Tower One and Exchange Plaza Condominium
Corporation, for the purpose of holding title to the parcel of land where the condominium is located
and the common areas of the condominium. The donated condominium shares represent the
Parent Company’s share in the said condominium corporation.
9. Other Assets
Deposit in bank represents matured investments with a local bank which declared a bank holiday
on April 25, 2000 and was subsequently placed under receivership. The bank’s rehabilitation plan,
including its proposed merger with another bank, was approved by the Bangko Sentral ng Pilipinas
on July 12, 2001. The proposed merger was approved by the SEC on January 31, 2002.
Under the options made available to bank depositors as provided for in the rehabilitation plan, the
Parent Company’s deposit with the said bank shall be repaid and serviced as follows:
a. Partial payment of 0.5 million within 30 days from date of opening, less 0.1 million previously
paid by Philippine Deposit Insurance Corporation (PDIC);
• 75% shall be paid in three (3) years at 6% per annum as per schedule:
- 1st year end - 30%
- 2nd year end - 30%
- 3rd year end - 40%
The foregoing repayment plan was approved by the Parent Company’s BOD on August 8, 2001.
As of December 31, 2002, payments to the Parent Company amounting to 24.4 million were made
in accordance with the foregoing plan.
The amount due to SEC represents license fees to operate an exchange imposed under
Section 35 of the SRC.
The Clearing and Trade Guaranty Fund (CTGF) is a credit management tool designed to protect
the market against temporary illiquidity, insolvency and/or bankruptcy of clearing brokers.
As of December 31, 2002 and 2001, the assets of the CTGF (included under Investments of
Credit Trade and Guaranty Fund account in the consolidated balance sheets) consist of:
2002 2001
Investments in government securities P
=212,847,382 P
=200,810,300
Accrued interest receivable 8,774,576 5,125,634
Accounts receivable 297,168 104,337
P
=221,919,126 P
=206,040,271
The CTGF shall be invested as follows:
c. Such other investments as the SCCP’s BOD may approve taking into consideration the liquidity
requirements of the clearing fund.
Any proceeds from the CTGF shall not be used for any purpose other than for:
a. Payment of the net money obligations of a defaulting buying member in order to settle a failed
trade;
b. Buy-in of relevant securities due from a defaulting selling member in order to settle a failed
trade;
c. The satisfaction of losses, liabilities and expenses of SCCP incidental to the operation of its
clearing and settlement functions and the management of the CTGF;
d. Payment of premium on any insurance policy taken for the CTGF; and
On January 28, 2003, the BOD of SCCP approved the amendment of its rules on CTGF providing
for the non-recourse of all CTGF contributions to members.
On January 29, 2001, the SEC approved SCCP’s request that all clearing members whose net
negative exposure amounting to 1.0 million or below be exempted from the daily collateral
collection being required by SCCP. The said request was made to improve the efficiency of
SCCP’s mark-to-market collateral deposit system. The said approval is subject to the following
conditions:
b. A credit ring agreement, to be participated in and signed by all SCCP clearing members, shall
be organized. A credit ring agreement is a scheme wherein the participating members agree
to pay up, pro rata, the deficit between the total net negative exposures of failing brokers and
the amount of 10.0 million special fund;
c. The size of the fund shall be reviewed quarterly by SCCP for resizing; and
d. SCCP shall promptly make the necessary amendments to existing rules and operating
procedures to reflect the necessary changes.
In connection with the above conditions, the Parent Company advanced, on behalf of its
members, 10.0 million to a special fund set up by SCCP relative to the credit ring agreement
described above. The said fund was invested by SCCP in short-term money market
placements.
The Parent Company has a funded, noncontributory defined benefit retirement plan covering all its
regular employees. The benefits are consolidated based on years of service and compensation
per year of credited service. The Parent Company’s annual contribution to the retirement plan
consists of a payment covering the current service cost plus a payment toward funding the actuarial
accrued liability.
Actuarial valuation is made at least every three years. As of September 30, 2001, the latest date
of the actuarial valuation, the actuarial present value of retirement benefits amounted to
12.4 million while the fair value of the plan assets amounted to 16.1 million. As of
September 30, 2001, the net asset value of the plan exceeded actuarial retirement benefits by
3.7 million. Retirement expense in 2002 and 2001 amounted to 0.4 million and 1.9 million, respectively.
The principal actuarial assumptions used to determine retirement benefits were 10% discount
rate, salary increases and return on plan assets.
SCCP provides for estimated retirement benefits required to be paid under RA No. 7641 to all its
employees, totaling eight, pending implementation of a formal retirement plan. Retirement expense,
computed using the current monthly salary rate and number of years of employment with SCCP,
amounted to 0.5 million and 1.7 million in 2002 and 2001, respectively. SCCP management believes
that since the Company started operations only in 2000, the accrued retirement expense under an
actuarially computed retirement plan will not be materially different from the accrued estimated
retirement expense recognized in the financial statements.
The components of net deferred tax assets (included under the Other Current Assets account in
the balance sheets) are as follows:
Group Parent Company
2002 2001 2002 2001
Deferred tax assets (liability) on:
NOLCO P
=10,227,766 P
=8,546,087 P
=– P
=1,286,835
Allowance for probable losses 5,000,741 3,392,979 5,000,741 3,392,979
MCIT 3,377,419 1,696,393 3,377,419 1,696,393
Unfunded retirement costs 1,271,788 983,168 133,808 –
Unrealized foreign exchange gain -
net (919,895) – (919,895) –
Unamortized past service costs 796,500 828,636 796,500 828,636
19,754,319 15,447,263 8,388,573 7,204,843
Less valuation allowance 10,227,766 7,259,252 – –
P
=9,526,553 P
=8,188,011 P
=8,388,573 P
=7,204,843
A full allowance on the related tax effect of SCCP’s NOLCO has been set up as management
believes that there may be no future benefit on such asset.
The reconciliation of the statutory income tax rate to the effective income tax rate follows:
Group Parent Company
2002 2001 2002 2001
Statutory income tax rate 32.00% 32.00% 32.00% 32.00%
Tax effects of:
Interest income subjected to final tax (13.99) (18.04) (14.13) (17.42)
Valuation allowance on NOLCO 7.74 12.83 – –
Minority interest in net loss
a subsidiary (3.73) (6.42) – –
Equity in net loss of an affiliate 3.37 13.01 7.25 19.49
Nondeductible expenses 1.69 6.35 2.02 6.29
Effective income tax rate 27.08% 39.73% 27.14% 40.36%
In the normal course of business, the Group enters into transactions with related parties. A sum-
mary of the related party transactions follows:
2002 2001
PCDI
Accounts receivable P
=31,800 P
=306,978
Other income – 186,000
Members
Accounts receivable - net of allowance for
probable losses of P=4,437,910 in 2002 12,962,003 9,207,364
Membership fees 8,724,480 20,479,985
20. Contingencies
The Parent Company is contingently liable for lawsuits or claims filed by third parties, which deci-
sions are either pending in the courts or under negotiation, the ultimate outcomes of which are not
resently determinable. In the opinion of management and its legal counsel, the eventual liability under
these lawsuits or claims, if any, will not have a material effect on the consolidated financial state-
ments.