Manila Bulletin Publishing Corporation Sec Form 17a 2018

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COVER SHEET

1 5 9 2 3
S.E.C. Registration Number

M A N I L A B U L L E T I N

P U B L I S H I N G C O R P O R A T I O N

(Company's Full Name )

M U R A L L A C O R N E R R E C O L E T O S S T R E E T S

I N T R A M U R O S , M A N I L A
( Business Address: No. Street City/Town/Province )

ELIZABETH T. MORALES 527 - 8121


Contact Person Company Telephone Number
SEC FORM
1 2 3 1 1 7 - A 0 7 1 2
Month Day FORM TYPE Month Day
Fiscal Year Annual Meeting

Secondary License Type. If Applicable

Dept. Requiring this Doc. Amended Articles Number/Section

Total Amount of Borrowings

Total No. of Stockholders Domestic Foreign

To be accomplished by SEC Personnel concerned

File Number LCU

Document I.D.
Cashier

STAMPS
ANNUAL REPORT PURSUANT TO SECTION 17
OF THE SECURITIES REGULATION CODE AND SECTION 141
OF THE CORPORATION CODE OF THE PHILIPPINES

1. For the fiscal year ended December 31, 2018


2. SEC Identification Number 15923 3. BIR Tax Identification No. 000-746-558

4. Exact name of issuer as specified in its charter Manila Bulletin Publishing Corporation

5. Philippines 6. (SEC Use Only)


Province, country or other jurisdiction of Industry Classification Code
Incorporation or organization

7. Manila Bulletin Building, Muralla corner Recoletos Sts., Intramuros, Manila 0900
Address of principal office Postal Code

8. (632) 527-8121
Issuer’s telephone number, including area code

9. none
Former name, former address, and former fiscal year, if changed since last report

10. Securities registered pursuant to Sections 8 & 12 of the SRC or Sec.4 & 8 of the RSA

Title of Each Class Number of Shares of Common Stock Outstanding


And Fully Paid

Common Stock 3,466,139,072 shares

11. Are any or all of these securities listed on the Philippine Stock Exchange?

Yes ( X ) No ( )

If yes, state the name of such Stock Exchange and the classes of securities listed therein:

Philippine Stock Exchange Common Stock

12. Check whether the issuer:

a. has filed all reports required to be filed by Section 17 of the SRC and SRC Rule 17
thereunder or Section 11 of the RSA and RSA Rule 11(a)-1 thereunder, and Sections 26
and 141 of the Corporation Code of the Philippines during the preceding twelve ( 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 ninety ( 90 ) days

Yes ( X ) No ( )

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BUSINESS AND GENERAL INFORMATION

A. DESCRIPTION OF BUSINESS

1. Form and Year of Organization

The Corporation was founded as the Daily Bulletin on February 2, 1900 for the purpose of
engaging in the publishing business. It was incorporated on June 12, 1912 as Bulletin
Publishing Company and re-incorporated on September 25, 1959 as Bulletin Publishing
Corporation for a term of 50 years. Extension of corporate life was approved for another
fifty (50) years from and after September 25, 2009, the expiry date of its original term (As
amended, June 8, 1989). On June 22, 1989 the corporate name was amended to Manila
Bulletin Publishing Corporation.

On April 18, 1990 it became a public corporation.

Having begun operations on February 2, 1900, Manila Bulletin is now the oldest
newspaper published in the country and the second oldest English newspaper in the Far
East. When it started publication, the contents of the newspaper mainly centered on the
commercial and economic conditions in Panay and Negros. Its issues, focused on
business and industry, soon caught the attention of the world. From then on it grew to
become a national newspaper.

2. Business of Issuer

The Manila Bulletin through its 118 years of service to the country faithfully came to
record the country’s and the world’s most important events, presenting and interpreting
the news with utmost concern for accuracy, impartiality and fairness. As exponent of
Philippine progress, it continues to publish constructive news on national development
that all may work for the success of business and industry to give jobs to the jobless.

The Manila Bulletin provides quality news and entertainment to the public. It is published
seven days a week with Philippine Panorama Magazine on Sunday and the Digital
Generation Magazine once every quarter. Also published daily are tabloid newspapers,
Tempo in English and Balita in Filipino.

The Manila Bulletin publishes monthly magazines in full color, of special interest catering
to various sectors of the reading public.

Agriculture Magazine is the leader in promoting trends in farming, fishing, crop


propagation, livestock raising and of many topics for professionals and hobbyists who are
enticed by improving innovations. Also published are pointers for aspiring small scale
farmers and other entrepreneurs. The magazine is the premier source of ground breaking
developments, also of products that would be exportable, a new source of foreign
exchange for the country. Most interesting are entrepreneurial successes of people who
had ventured of many of the above endeavors.

Going Places Magazine promotes local tourism travel. Places in the country are featured
where to fore have not be known to tourists, hotels with complete amenities or for those
seeking the best places for enjoying their time with limited budgets; the breaking of sunrise,
the sweet grandeur of sunset, explore the caves and rivers or swim among the beaches.
The magazine also publishes stories of places to visits, fiestas to be celebrated, restaurants,
lodging, cultural sites, food specialties and handicrafts or souvenirs for pasalubong. All these
promote trade in the areas to be visited, enhancing tourism and generate income in the far
flung localities as well as preserve the culture of the different regions. “There is really more
fun in the Philippines.”

The perfect companion for animal lovers and breeders, Animal Scene Magazine gives
readers breeding information, addresses veterinary concerns and give advice on care. It

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features very interesting best seller stories on animals, heartwarming anecdotes from fellow
enthusiasts and on less-known animals and colorful pictures to the magazine readers of all
ages.

To encourage provincial literary talents, preserve the cultures and dialects of the countries
various regions, the Manila Bulletin publishes the weekly vernacular magazines, “Liwayway”
in Tagalog, “Bisaya” in Cebuano, “Bannawag” in Ilocano and “Hiligaynon” in Ilonggo. These
magazines which highlight cultural development and stories from the different provinces as
well as national news of regional concerns are widely read throughout the Philippines and
abroad.

The Manila Bulletin Publishing Corporation has a broad ownership of 2,758 stockholders as
of December 31, 2018. We continue to ensure that the corporate profits are being distributed
to investors who share our confidence in the operations and potential earnings of the Manila
Bulletin.

Sales of our newspapers and magazines are done through agents, dealers, retailers,
subscriptions and direct sales. For advertising services, in addition to our main office which
is located in Intramuros, Manila, we have 13 branches where our advertisers can go to
namely: Manila Bulletin - Makati Avenue, Manila Bulletin – Ortigas, Manila Bulletin – Cubao,
Manila Bulletin – West Avenue, Manila Bulletin – Alabang Madrigal Business Park, Manila
Bulletin – Cebu, Manila Bulletin – Davao, Manila Bulletin – Naga, Manila Bulletin – Cagayan
de Oro, Manila Bulletin – Ilo-ilo, Manila Bulletin – Dumaguete, Manila Bulletin – Santiago
and Manila Bulletin – Baguio.

Competition

Principal competitors of the Manila Bulletin are the Philippine Daily Inquirer and the
Philippine Star. Manila Bulletin can effectively compete with these publications because of
its balanced, responsible, accurate and comprehensive reporting and its policy to publish
constructive reports that encourage economic growth to gain prosperity in the country.

As per Business World Top 1000 Corporations in the Philippines Volume 32; 2018 issue, for
the year 2017, Manila Bulletin ranked 919 based on revenues while both Philippine Star
and Philippine Daily Inquirer were not included in the list of the Top 1000 Corporations
published by BusinessWorld for its 2018 issue.

Being in the business for 118 years and for its continuous search for excellence, Manila
Bulletin has maintained its leadership in the newspaper industry with its advertisements,
circulation and clientele.

The Registrant is the first in the newspaper industry in the Philippines to go public. Likewise,
it is the first among the major broadsheets in the Philippines to put up a website, offer WAP
service, mobile access, online classified ads section, 3D pictures and advertisements.
Manila Bulletin is the first to offer online booking and payment of classified ads wherein
advertisers can place and pay their ads through the internet. Innovations are undertaken to
have easy access to our customers as well as our readers. The Manila Bulletin is the
pioneer in taking the first giant steps to become the only broadsheet to utilize an integrated
approach to a multi- level platform. It prides itself in not just being a newspaper but more so
in being a multi – media company, harnessing the power of technology to keep its readers
and the market fully informed.

Sources and availability of Raw Materials and names of principal suppliers

Main suppliers of the Registrant are UPM - Kymmene Asia Pacific and P and M Korea
Corporation for newsprint, Heritage Inks International Corporation and Toyo Ink Corporation
for ink and Aboitiz for power. Because of the volume of newsprint, ink, etc. and the quality
required, Manila Bulletin buys only from big reliable suppliers that can deliver the volume

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and quality of materials required. The Company does not have an exclusive or major
contract with any of our principal suppliers.

Disclose how dependent the business is upon a single customer

The Corporation derives its income from thousands of its advertisers and sells its
newspapers and magazines to the public nationwide.

The Company does not have any transaction with or dependence on related parties.

The Registrant fully complies with environmental laws as evidenced by the permit secured
from the Department of Environment and Natural Resources, which will expire on
September 3, 2019. There is no material cost involved to comply with the DENR
requirement.

Government Approval of Principal Products or Services

As of date of this report, no government approval is needed for any of our principal products
or services. Likewise, there are no known probable governmental regulations, which will
have direct effect on the business of the Registrant.

Amount spent for development activities

Advertising and promotion expenses amounts and percentage to total revenues for the last
three years were as follows:

YEAR ADS & PROMO EXPENSES % TO TOTAL REVENUES

2018 3.05%

2017 87,160,713 3.89%

2016 92,664,699 3.48%

Manpower complement

As part of our cost reduction program, total number of officers and employees at year end
totaled 452 higher by 16 from the previous year of 436.

TYPE OF EMPLOYEE 2018 2017

Officers & Supervisors 110 109

Rank and File 308 292

Probationary employees 34 35

Totals 452 436

Premium rates for health coverage in 2018 remained the same as in 2017. Cash payments for
health coverage reached a total of P4.60 million.

Management and the Bulletin Progressive Union signed a five year collective bargaining
agreement for the period July 1, 2017 to June 30, 2022.

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B. DESCRIPTION OF PROPERTY

Real estate properties owned and leased by the Corporation are as follows:

Real Estate Owned:

LOCATION AREA DESCRIPTION

Muralla corner Recoletos and


Cabildo Streets, Intramuros, Site of our main office & plant. Also houses
Manila 9,307.00 sqms. 2 state-of-the art printing presses.

Cabildo corner San Jose Streets, Presently used as newsprint warehouse


Intramuros, Manila 671.10 sqms. and parking area

Recoletos corner Escuela


Streets, Intramuros, Manila 588.70 sqms. Manila Bulletin Car Park

Rizal Avenue Extension Corner 2 storey concrete building Grace Park


th
10 Avenue, Kalookan City 403.50 sqms. Branch

District of Sambag, Cebu City 2,750.00 sqms. Purchased for intended branch site

28 West Avenue, Quezon City 1,170.00 sqms. Purchased for intended branch site

Harvard St., Cubao, Quezon City 654.50 sqms. Cubao branch

Nuvali Lakeside Ecozone South


Phase 2, Block 1, Lot 3, Sta
Rosa, Laguna 2,617.00 sqms. Not occupied

141 Rizal Street corner


C. Bangoy Street, Davao City 553.00 sqms. Davao branch ( Lot and Building)

Penafrancia Avenue corner


Dimasalang, Naga City 879.00 sqms. Naga branch ( Lot and Building)

Lot 27, Block 9, Phase 1 Royal


Tagaytay 800.00 sqms. Not occupied

Lot 37, Block 40, Splendido, Taal


Residential 299.00 sqms. Not occupied

Maharlika Highway corner


Abauag Street, Poblacion,
Santiago City 224.50 sqms. Santiago City branch ( Lot and Building)

Lot 4, Phase 2, Block 13


IL Giardino Residences, LA - 100sqms.
Gen.Trias, Cavite FA - 70sqms. Not occupied ( House and Lot)

Lot 4, Block 6
Britanny Portofino Courtyards LA – 303 sqms.
Alabang Muntinlupa City FA – 249 sqms. Not occupied ( House and Lot)

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LOCATION AREA DESCRIPTION

Lot 3, Block 6
Britanny Portofino Courtyards LA – 333 sqms.
Alabang Muntinlupa City FA – 249 sqms. Not occupied ( House and Lot)

Lot 22, Block 5, Phase II Carmel


Town Subdivision, Canlubang,
Laguna 150 sqms. Not occupied

Lot 24, Block 5, Phase II Carmel


Town Subdivision, Canlubang,
Laguna 150 sqms. Not occupied

Lot 28, Block 6, Phase II Carmel


Town Subdivision, Canlubang,
Laguna 150 sqms. Not occupied

Lot 30, Block 9, Phase II Carmel


Town Subdivision, Canlubang,
Laguna 170 sqms. Not occupied

Lot 33, Block 9, Phase II Carmel


Town Subdivision, Canlubang,
Laguna 170 sqms. Not occupied

Lot 33, Block 11, Phase II Carmel


Town Subdivision, Canlubang,
Laguna 150 sqms. Not occupied

Lot 35, Block 11, Phase II Carmel


Town Subdivision, Canlubang,
Laguna 150 sqms. Not occupied

Lot 41, Block 11, Phase II Carmel


Town Subdivision, Canlubang,
Laguna 150 sqms. Not occupied

Lot 7, Block 12, Phase II Carmel


Town Subd ivision, Canlubang,
Laguna 189 sqms. Not occupied

Lot 14, Block 12, Phase II Carmel


Town Subdivision, Canlubang,
Laguna 150 sqms. Not occupied

Lot 16, Block 12, Phase II Carmel


Town Subdivision, Canlubang,
Laguna 150 sqms. Not occupied

Lot 22, Block 12, Phase II Carmel


Town Subdivision, Canlubang,
Laguna 150 sqms. Not occupied
Lot 24, Block 12, Phase II Carmel
Town Subdivision, Canlubang,
Laguna 150 sqms. Not occupied
Lot 30, Block 12, Phase II Carmel
Town Subdivision, Canlubang,
Laguna 150 sqms. Not occupied

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LOCATION AREA DESCRIPTION

Lot 31, Block 12, Phase II Carmel


Town Subdivision, Canlubang,
Laguna 150 sqms. Not occupied

Lot 39, Block 12, Phase II Carmel


Town Subdivision, Canlubang,
Laguna 150 sqms. Not occupied

Lot 42, Block 12, Phase II Carmel


Town Subdivision, Canlubang,
Laguna 150 sqms. Not occupied

Lot 10, Block 13, Phase II Carmel


Town Subdivision, Canlubang,
Laguna 150 sqms. Not occupied

Lot 12, Block 13, Phase II Carmel


Town Subdivision, Canlubang,
Laguna 150 sqms. Not occupied

Lot 18, Block 13, Phase II Carmel


Town Subdivision, Canlubang,
Laguna 150 sqms. Not occupied

Lot 20, Block 13, Phase II Carmel


Town Subdivision, Canlubang,
Laguna 150 sqms. Not occupied

Lot 12, Block 2, Bo. Rosario Subdv.


Iligan City 180 sqms. Not occupied

Lot 9, Block 2, Bo. Rosario Subdv.


Iligan City 180 sqms. Not occupied

Lot 11 Block 2, Bo. Rosario Subdv.


Iligan City 180 sqms. Not occupied

Lot 12 Blk 3-321, Metrogate


San Jose Bulacan 120 sqms Not occupied

Lot 13 Blk 3-321, Metrogate


San Jose Bulacan 120 sqms Not occupied

Lot 14 Blk 3-321, Metrogate


San Jose Bulacan 120 sqms Not occupied

Lot 15 Blk 3-321, Metrogate


San Jose Bulacan 120 sqms Not occupied

Lot 16 Blk 3-321, Metrogate


San Jose Bulacan 120 sqms Not occupied

Lot 0006, Lot 02-12A


Town and Country Heights San
280sqms Not occupied
Luis , Antipolo City

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LOCATION AREA DESCRIPTION
Lot 0001, Lot 02-14A
Town and Country Heights
San Luis , Antipolo City
234sqms Not occupied
Lot 0003, Lot 02-14A
Town and Country Heights
San Luis , Antipolo City
204sqms Not occupied
Lot 0004, Lot 02-14A
Town and Country Heights
San Luis , Antipolo City
150sqms Not occupied
Lot 0005, Lot 02-14A
Town and Country Heights
San Luis , Antipolo City 149 sqms Not occupied

Lot 0006, Lot 02-14A


Town and Country Heights
San Luis , Antipolo City 150 sqms Not occupied

Lot 0007, Lot 02-14A


Town and Country Heights
San Luis , Antipolo City 150 sqms Not occupied

Lot 0008, Lot 02-14A


Town and Country Heights
San Luis , Antipolo City 150 sqms Not occupied

Lot 0009, Lot 02-14A


Town and Country Heights
San Luis , Antipolo City 150 sqms Not occupied

Lot 0010, Lot 02-14A


Town and Country Heights
San Luis , Antipolo City 189 sqms Not occupied

Lot 0013, Lot 02-14A


Town and Country Heights
San Luis , Antipolo City 180 sqms Not occupied

Lot 0013, Lot 01-15


Town and Country Heights
San Luis , Antipolo City 180 sqms Not occupied

Lot 0012, Lot 01-18


Town and Country Heights
180 sqms Not occupied
San Luis , Antipolo City
Lot 0025, Lot 02-06
Town and Country Heights
San Luis , Antipolo City 150 sqms Not occupied

Lot 0027, Lot 02-06


Town and Country Heights
150 sqms Not occupied
San Luis , Antipolo City

Lot 0012, Lot 02-07


Town and Country Heights
San Luis , Antipolo City 150 sqms Not occupied

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LOCATION AREA DESCRIPTION
Lot 0030, Blk 02-11
Town and Country Heights
San Luis , Antipolo City 170 sqms Not occupied

Lot 0015, Blk 02-14A


Town and Country Heights
San Luis , Antipolo City 150 sqms Not occupied

Lot 0016, Blk 02-14A


Town and Country Heights
San Luis , Antipolo City 150 sqms Not occupied

Lot 0001, Blk 03-04


Town and Country Heights
San Luis , Antipolo City 254 sqms Not occupied

Lot 0001, Blk 03-05


Town and Country Heights
San Luis , Antipolo City 240sqms Not occupied

Lot 0013, Blk 03-07


Town and Country Heights
251 sqms Not occupied
San Luis , Antipolo City
Lot 0002, Blk 03-08
Town and Country Heights
San Luis , Antipolo City 246 sqms Not occupied

Lot 0071, Blk 03-11


Town and Country Heights
101 sqms Not occupied
San Luis , Antipolo City
Lot 0031, Blk 03-12
Town and Country Heights
San Luis , Antipolo City 72 sqms Not occupied

Lot 0033, Blk 03-12


Town and Country Heights
San Luis , Antipolo City 72 sqms Not occupied

Lot 0022, Blk 25


Town and Country Heights
San Luis , Antipolo City 60 sqms Not occupied

Lot 0024, Blk 25


Town and Country Heights
San Luis , Antipolo City 60 sqms Not occupied

Lot 0037, Blk 25


Town and Country Heights
San Luis , Antipolo City 60 sqms Not occupied

Lot 0048, Blk 25


Town and Country Heights
San Luis , Antipolo City 60 sqms Not occupied
Lot 0066, Blk 25
Town and Country Heights
San Luis , Antipolo City 60 sqms Not occupied

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LOCATION AREA DESCRIPTION
Lot 0037, Blk 27
Town and Country Heights
San Luis , Antipolo City 60 sqms Not occupied

Condominiums Owned:

LOCATION AREA DESCRIPTION

Unit 107-A & Unit 106-B,


Atrium of Makati Building, Used as Manila Bulletin
Makati avenue, Makati City 55.25 sqms. Makati Branch office

Condominium 104, South


Center Tower- 2206 Market
Street, Madrigal Business 138.82 sqms. Used as Manila Bulletin
Park, Alabang, Muntinlupa plus 2 parking slots Alabang Branch Office
City

Robinsons East of Galleria


Bldg., Unit 110, Topaz Street, Used as Ortigas Branch
Ortigas Center, Pasig City 110.72 sqms. Office

Leased Properties for Manila Bulletin Branches:

LOCATION AREA MONTHLY RENTAL EXPIRY OF LEASE

West Avenue Branch, 106


Ground Floor, Delta Building,
West Avenue, Quezon City 112.00 sqms. P110,809.16 July 31, 2019

Cebu City Branch, D.


Jacosalem Street, near
Espana Street, PARI-AN,
Cebu City 489.00 sqms. P 20,000.00 December 31, 2018

Iloilo Branch, Quezon corner


Delgado Streets, Iloilo City 250.00 sqms. P143,053.56 June 15, 2018

Cagayan de Oro Branch


S. Osmena corner Ramonal
Cogon, Cagayan de Oro City 66.76 sqms. P 31,635.02 December 31, 2018

Baguio City Branch


102-AB, EGI Albergo di
Feffoca Condominium No. 1
Villamor Drive, Brgy. Lualhati,
Baguio City 106.67 sqms. P 33,459.89 December 31, 2018

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Major Machinery and Equipment Owned

TYPE OF MACHINE/ EQUIPMENT LOCATION


Manila Bulletin Building, Muralla corner
Mitsubishi Tower Presses Recoletos Streets, Intramuros, Manila
Manila Bulletin Building, Muralla corner
Goss Headliner Offset Machines Recoletos Streets, Intramuros, Manila
Manila Bulletin Building, Muralla corner
Speed Master 5 Colors Offset Press Recoletos Streets, Intramuros, Manila
Manila Bulletin Building, Muralla corner
Heidelberg Offset Machine Recoletos Streets, Intramuros, Manila
Manila Bulletin Building, Muralla corner
Mailroom Equipment Recoletos Streets, Intramuros, Manila
Manila Bulletin Building, Muralla corner
Strapping Machine Recoletos Streets, Intramuros, Manila
Manila Bulletin Building, Muralla corner
Ferag Post Press System Recoletos Streets, Intramuros, Manila
Manila Bulletin Building, Muralla corner
Coating Machine Recoletos Streets, Intramuros, Manila
Manila Bulletin Building, Muralla corner
Komori L- 540 Recoletos Streets, Intramuros, Manila

Conditions of Major Machinery & Equipment Owned

All major machinery and equipment as listed above are in good running condition,
properly maintained and currently utilized in printing our newspapers and magazines.

Plans of Major Acquisitions of Properties

The Company has no plan for major acquisitions of properties within the next twelve
(12) months.

Known Trends or Uncertainties

At the year-end, the exchange rate of the peso to the dollar stood at P52.50. Any
depreciation in the peso to the dollar will have an unfavorable impact on the Corporation’s
operations as this will increase the cost of imported materials such as newsprint, ink, spare
parts and supplies. Prices of newsprint and other items purchased locally will also go up as the
higher cost of foreign exchange will make raw materials and labor more costly.

Patent, Trademarks, Etc.

1. Manila Bulletin has no registered patent rights, trademarks, copyrights,


franchise, concession and royalty agreements.

2. Permit to operate Emission Source Installations from Department of


Environment and Natural Resources- Expiry Date: September 3, 2019

3. Intramuros Administration Permit to operate generator sets, elevator, escalator-


Expiry Date : November 12, 2019

C. LEGAL PROCEEDINGS

There is no material pending legal proceedings to which the Corporation is a party


or of which any of its property is the subject.

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D. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No special or regular Stockholders meeting were called during the fourth quarter
of the calendar year 2018.

E. MARKET FOR ISSUER’S COMMON EQUITY AND RELATED


STOCKHOLDERS’ MATTERS

a. Market Information

The Company’s shares of stocks is listed and traded at the Philippine Stock
Exchange. High and low sales prices for each quarter in 2018 and 2017 are as follows:

HIGH LOW
QUARTER 2018 2017 2018 2017
First 0.51 N.A. 0.51 N.A.
Second 0.50 0.68 0.49 0.61
Third 0.44 0.57 0.43 0.55
Fourth 0.38 0.55 0.38 0.54

As of the last trading date, for the first quarter of 2019, high and low sales prices
registered at P0.60 and P0.57 respectively.

b. Holders

1. As of December 31, 2018, the total number of the Registrant’s Shareholders is


2,758.

2. All of the Company’s Shares of Stocks are common shares with equal voting
rights and privileges.

The Top 20 Shareholders as of December 31, 2018 are as follows :

MANILA BULLETIN PUBLISHING CORPORATION


Top Twenty Stockholders
As of December 31, 2018

1 U S AUTOMOTIVE CO. INC. 1,883,738,105.00 54.35%

2 USAUTOCO INC. 811,225,930.00 23.40%

3 MENZI TRUST FUND INC. 292,632,568.00 8.44%

4 PCD NOMINEE CORPORATION 179,462,900.36 5.18%

5 EVERGREEN STOCKBROKERAGE & SEC., INC. 135,807,290.00 3.92%

6 UY, WILLIAM CARLOS 9,089,117.00 0.26%

7 CHUNG BUNSIT 6,217,122.00 0.18%

8 MIRIAM C. CU 5,302,844.00 0.15%

9 ANITA S. REGALADO- DALAKOURAS 4,544,562.00 0.13%

CHUA, FRANCISCO C. 4,544,562.00 0.13%

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10 TAN, TEODORA D. 4,544,561.00 0.13%

11 CHING, RICHARD 3,326,332.00 0.10%

12 YAP, BASILIO C. 2,851,890.00 0.08%

13 YAP, BENJAMIN C. 2,564,182.00 0.07%

YAP-GAW, ROSALINDA C. 2,564,182.00 0.07%

14 MAKATI SUPERMARKET CORPORATION 2,272,281.00 0.07%

UNIMART INC. 2,272,281.00 0.07%

15 CARLOS UY CORPORATION 1,817,826.00 0.05%

LEE, EDWARD A. 1,817,826.00 0.05%

SY, JIMMY 1,817,826.00 0.05%

16 MICHAEL ANGELO P & /OR BIENVENIDO U. LIM 1,802,026.00 0.05%

17 JOHNNY K. CHOA 1,326,547.00 0.04%

18 YAP, JR., ENRIQUE Y. 1,282,091.00 0.04%

19 O LEDESMA & CO., INC. 1,195,560.00 0.03%

20 GOLDCLASS INC. 1,183,319.00 0.03%

3. Security Ownership of Certain Record and Beneficial Owners of more than 5 % of


Registrant’s voting securities

TITLE OF NAME & ADDRESS CITIZEN NO. OF


CLASS OF OWNER SHIP SHARES PERCENT

U.S.Automotive Co. Inc.


100 United Nations Avenue,
Manila Filipino 1,883,738,105.00 54.35%
Authorized Representative:
Mr. Basilio C. Yap
Common Relationship to Registrant:
Stocks Chairman of the Board of the
Registrant

USAUTOCO INC.
United Nations Avenue
Common corner San Marcelino St.,
Stocks Manila Filipino 811,225,930.00 23.40%
Authorized Representative:
Mr. Basilio C. Yap
Relationship to Registrant:
Chairman of the Board of the
Registrant

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MENZI TRUST FUND, INC.
Common 20F, Security Bank Centre Filipino 292,632,568.00 8.44%
Stocks Ayala Avenue, Makati, Metro
Manila
Authorized Representative:
Mr. Teodoro C. Fuerte
Relationship to Registrant:
Treasurer

Common PCD Nominee Corporation Filipino 179,462,900.00 5.18%


Stocks G/F MSE Building, 6767
Ayala Avenue, Makati City

4. The list of Board of Directors as well as their shareholdings as of December 31, 2018 are
as follows:

NUMBER OF OWNER
NAME POSITION SHARES SHIP %

Mr. Basilio C. Yap Chairman of the Board 2,851,890.00 B .08206%

Dr. Emilio C. Yap III Vice Chairman/ President 945,626.00 B .02721%

Vice Chairman/
Chief Hilario G. Davide, Jr.(Ret) Independent Director 11,473.00 B .00033%

Vice Chairman/
Secretary Alberto G. Romulo Independent Director 11,473.00 B .00033%
Director/ Vice President
Dr. Enrique Y. Yap Jr. Business Development 1,365,544.00 B .03929%

Atty. Francis Y. Gaw Director 68,342.00 B .00197%

Mr. Benjamin C. Yap Director 2,851,890.00 B .08206%

Mrs. Maria Georgina Perez-


De Venecia Independent Director 1,000.00 B .00003%
Director/
Dr. Crispulo J. Icban, Jr. Editor - in- Chief 72,717.00 B .00209%

Atty. Armando L. Suratos Independent Director 1,000.00 B .00003%

c. Dividends

There was neither stock nor cash dividend declared in 2018. Total stock and cash dividends distributed to
stockholders of record to date amount to 835.0779% of par value since Manila Bulletin went public on April
18, 1990.

As of December 31, 2018, out of its authorized capital of 6 billion shares, 3,466,138,072 shares are issued
and outstanding and 9,324,650 shares are treasury stock, a total of 3,475,463,722 shares.

d. Recent Sales of Unregistered Securities

Manila Bulletin Publishing Corporation has not sold any unregistered security.

14
F. FINANCIAL INFORMATION

a. MANAGEMENT DISCUSSION AND ANALYSIS

Calendar Year 2018 Compared to Calendar Year 2017

Manila Bulletin’s gross revenue from advertising and circulation amounted to P1,971,795,464, lower by
P170,210,977 or 7.95% over 2017 while total gross revenues and other income amounted to
P2,031,792,440 which was P228,351,276 or 10.10% lower than last year.
Cost and expenses totaled P1,945,714,670 lower by P202,304,993 or 9.42% lower than last year. Total
cost and expenses represents 95.76% of gross revenues. Cost of printing and materials used accounted
for 74.62% of total expenses, higher than 63.98% in 2017.

Provision for income tax for the year amounted to P6,279,010, lower by P7,925,910 or 55.80% from the
previous year.

Net income before Comprehensive Income (Loss) of the Corporation amounted to P16,217,003. This
represents 0.80% of total revenues for the year. Earnings per share based on Total Comprehensive
Income for 2018 and 2017 was computed both at P0.01. Percentage of Net Income before
Comprehensive Income (Loss) to Stockholders’ equity was 0.45% in 2018 and 1.40% in 2017.

As of December 31, 2018, Current Assets to Current Liabilities ratio were 2.28: 1 as compared to 2.10 : 1
for the same period last year.

There is no significant element of income or loss that did not arise from the issuer’s continuing operations.

Total assets of the Company went down by P176,517,461 or 2.87% as compared with last
year’s figures.

As of December 31, 2018, the Registrant’s Total Asset to Equity Ratio was computed at 1.67:1 while in
2017 of the same period was at 1.72 : 1. The net worth of the Corporation as of yearend of 2018 is
P3,579,735,960 with paid up capital of P3,475,463,722 and retained earnings of P120,620,215 less
P16,347,977 cost of treasury stock.

The Company came up with various ratios, which the Company considers to be key
performance indicators and these are as follows:

KEY PERFORMANCE INDICATORS Year End 2018 Year End 2017


Current Ratio
Current Assets / Current Liabilities ( Liquidity
Ratio – Ability to meet short term obligations) 2.2762: 1 2.0393:1

Return on Assets
Net Income/ Total assets ( Effectiveness in the
use of assets to generate profits) 0.0027 0.0081

Return on Equity
Net Income/ Stockholders’ Equity ( Measures
the profits earned for each peso invested in the
Company’s stocks) 0.0045 0.0140

Gross Profit Margin


Gross Profit / Sales ( Measures gross profit
earned on sales) 0.2854 0.3921

Debt Ratio
Total Assets / Total Liabilities ( Indicator of Long
Term Solvency of the Company) 2.5001:1 2.3794:1

15
Current or Liquidity Ratio

This is an indicator of the Company’s readiness to meet its obligations. The Company’s exposure relates
to its debt obligations to banks, suppliers of printing materials and services and to government regulating
and taxing authorities. The Company’s approach to managing liquidity is to ensure, as far as possible,
that it will always have sufficient liquidity to meet its liabilities when they are due, under both normal and
stressed conditions, without incurring unacceptable losses or risking damage to the Company’s
reputation.

The Company practices resourcefulness and efficiency in its cash management. A well coordinated and
effective collection of receivables are now in place so as to meet the Company’s cash flow requirements.
Likewise, it optimizes cash returns on investments, specifically on the Registrant’s modern machinery.
Typically, the Company ensures that it has sufficient cash on demand to meet expected operational
expenses for a period of 30 days, including the servicing of financial obligation; this excludes the
potential impact of extreme circumstances that cannot reasonably be predicted, such as natural
disasters. In addition, the Company maintains credit lines with certain local banks. As of December 31,
2018, total current assets amounted to P3,155,391,658 while total current liabilities was computed at
P1,386,269,993.

Return on assets

Return on Assets is an indicator of effectiveness in the management or use of the Company’s Assets to
generate profit. For the calendar year 2018, net income before other comprehensive income (loss)
registered at P16,217,003 while total assets used to generate such income totaled to P5,966,005,953.

Return on Equity

Return on Equity measures the profit earned for each peso invested in the Company’s stocks. For the
year 2018, net income before other comprehensive income (loss) generated was at P16,217,003 while
total equity was at P 3,579,735,960.

Gross Profit Margin


Gross Profit earned amounted to P579,959,133. This represented 28.54% of the company’s Gross
Revenue of P2,031,792,440.

Debt Ratio

Total Assets of the Registrant amounted to P5,966,005,953 as against its total liabilities of
P2,386,269,993 or 2.5001: 1 Debt Ratio. This is an indication of the long term solvency of the
Company.

The decrease in Trade and other receivables of 6.92% represents effective credit and collection
policies of the Registrant. Likewise, well – organized collective effort in monitoring and collecting due
accounts were undertaken.

Inventories went down by 2.43% as compared with that in 2017. Consumption of printing costs such
as newsprint, ink and press supplies were high in the last quarter of 2018.

Trust receipts payable account increased by 34.78% this year as compared to last year’s balance.
This account is usually payable in 180 days.

The Company did not enter into any contracts of merger, consolidation of joint venture, contract
management, licensing, marketing, distributorship, technical assistance or similar agreements.

The Company did not offer rights or grant Stock Options and corresponding plans therefore.

The Company does not know of any information, event or happening that may affect the market price
of its security.

There was no transferring of assets made except in normal course of business.

16
There are no known trends, demands, commitments, events or uncertainties known to management
that would have an impact on the Company’s liquidity.

The Registrant does not know of any event that will trigger direct or contingent financial obligation that
is material to the Company, including any default or acceleration of an obligation.

There are no 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 reported period.

Likewise, The Company does not know of any material commitments for capital expenditures, known
trends, events or uncertainties that have had or that are reasonably expected to have a material
impact whether favorable or unfavorable impact on net sales/ revenues/ income from continuing
operations.

And lastly, the Registrant has no knowledge of any seasonal aspects that had a material effect on the
financial condition or results of operations.

Prospects for year 2019

Manila Bulletin has consistently pursued improvements and innovations by adopting an integrated
process in its accumulation and dissemination of news and features through varied multi-media
platforms.

By incorporating the use of digital and mobile devices, Manila Bulletin continues to offer its readers
simpler access to news and information, while faithfully adhering to the established standards of
accuracy and truthfulness in journalism. Manila Bulletin remains steadfast in its undertaking to utilize
the power of technology and the developing field of digital marketing services in catering to the diverse
requirements and needs of our readers and advertisers.

Manila Bulletin’s dynamic presence in social media platforms is our fast growing avenue to connect
with more people at different localities in round-the-clock fashion. As our online edition
(www.mb.com.ph) offers the latest domestic and worldwide news, our social media section in turn
utilizes all significant multi-media platforms – Twitter, Facebook, Instagram, Viber, Spotify – to reach
an ever-expanding audience of readers and followers.

Manila Bulletin confirms and affirms its dedication to the stability of our nation’s political and economic
spectrum, by maintaining its resolute advocacy to be the leading “Exponent of Philippine Progress.”

Calendar Year 2017 Compared to Calendar Year 2016

Manila Bulletin’s gross revenue from advertising and circulation amounted to P2,142,006,441, lower by
P406,542,721 or 15.95% over 2016 while total gross revenues and other income amounted to
P2,260,821,933 which was P403,540,206 or 15.15% lower than last year.

Cost and expenses totaled P2,148,019,663 lower by P418,426,071 or 16.30% lower than last year. Total
cost and expenses represents 95.01% of gross revenues. Cost of printing and materials used accounted
for 63.98% of total expenses, higher than 67.60% in 2016.

Provision for income tax for the year amounted to P14,204,920, higher by P1,191,422 or 9.16% from the
previous year.

Net income before Comprehensive Income (Loss) of the Corporation amounted to P49,866,907. This
represents 2.21% of total revenues for the year. Earnings per share for 2017 was computed at PP0.014 as
compared to P0.013 in 2016 and P0.020 in 2015. Percentage of Net Income before Comprehensive
Income (Loss) to Stockholders’ equity was 1.40% in 2017 and 1.21% in 2016.

As of December 31, 2016, Current Assets to Current Liabilities ratio were 2.04 : 1 as compared to 1.64 : 1
for the same period last year.

There is no significant element of income or loss that did not arise from the issuer’s continuing operations.

17
Total assets of the Company went down by P411,492,889.00 or 6.28% as compared with last
year’s figures.

As of December 31, 2017, the Registrant’s Total Asset to Equity Ratio was computed at 1.72 : 1 while in
2016 of the same period was at 1.86: 1.
The net worth of the Corporation as of yearend of 2017 is P3,560,972,226 with paid up capital of
P3,475,463,722 and retained earnings of P101,856,481 less P16,347,977 cost of treasury stock.

The Company came up with various ratios, which the Company considers to be key
performance indicators and these are as follows:

KEY PERFORMANCE INDICATORS Year End 2017 Year End 2016


Current Ratio
Current Assets / Current Liabilities ( Liquidity
Ratio – Ability to meet short term obligations) 2.0393: 1 1.6355:1

Return on Assets
Net Income/ Total assets ( Effectiveness in the
use of assets to generate profits) 0.0081 0.0065

Return on Equity
Net Income/ Stockholders’ Equity ( Measures
the profits earned for each peso invested in the
Company’s stocks) 0.0140 0.0121

Gross Profit Margin


Gross Profit / Sales ( Measures gross profit
earned on sales) 0.3921 0.3488

Debt Ratio
Total Assets / Total Liabilities ( Indicator of Long
Term Solvency of the Company) 2.3794:1 2.1654:1

Current or Liquidity Ratio

This is an indicator of the Company’s readiness to meet its obligations. The Company’s exposure relates
to its debt obligations to banks, suppliers of printing materials and services and to government regulating
and taxing authorities. The Company’s approach to managing liquidity is to ensure, as far as possible,
that it will always have sufficient liquidity to meet its liabilities when they are due, under both normal and
stressed conditions, without incurring unacceptable losses or risking damage to the Company’s
reputation.

The Company practices resourcefulness and efficiency in its cash management. A well coordinated and
effective collection of receivables are now in place so as to meet the Company’s cash flow requirements.
Likewise, it optimizes cash returns on investments, specifically on the Registrant’s modern machinery.
Typically, the Company ensures that it has sufficient cash on demand to meet expected operational
expenses for a period of 30 days, including the servicing of financial obligation; this excludes the
potential impact of extreme circumstances that cannot reasonably be predicted, such as natural
disasters. In addition, the Company maintains credit lines with certain local banks. As of December 31,
2017, total current assets amounted to P3,225,334,457 while total current liabilities was computed at
P1,581,551,188.

Return on assets

Return on Assets is an indicator of effectiveness in the management or use of the Company’s Assets to
generate profit. For the calendar year 2017, net income before other comprehensive income (loss)
registered at P49,866,907 while total assets used to generate such income totaled to P6,142,523,414.

18
Return on Equity

Return on Equity measures the profit earned for each peso invested in the Company’s stocks. For the
year 2017, net income before other comprehensive income (loss) generated was at P49,866,907 while
total equity was at P 3,560,972,226.

Gross Profit Margin


Gross Profit earned amounted to P886,471,828. This represented 39.21% of the company’s Gross
Revenue of P2,260,821,933.

Debt Ratio

Total Assets of the Registrant amounted to P6,142,523,414 as against its total liabilities of
P2,581,551,188 or 2.3794: 1 Debt Ratio. This is an indication of the long term solvency of the
Company.

The decrease in Trade and other receivables of 14.45% represents effective credit and collection
policies of the Registrant. Likewise, well – organized collective effort in monitoring and collecting due
accounts were undertaken.

Inventories went down by 3.67% as compared with that in 2016. Consumption of printing costs such
as newsprint, ink and press supplies were high in the last quarter of 2017.

Trust receipts payable account decreased by 31.84% this year as compared to last year’s balance.
This account is usually payable in 180 days.

The Company did not enter into any contracts of merger, consolidation of joint venture, contract
management, licensing, marketing, distributorship, technical assistance or similar agreements.

The Company did not offer rights or grant Stock Options and corresponding plans therefore.

The Company does not know of any information, event or happening that may affect the market price
of its security.

There was no transferring of assets made except in normal course of business.

There are no known trends, demands, commitments, events or uncertainties known to management
that would have an impact on the Company’s liquidity.

The Registrant does not know of any event that will trigger direct or contingent financial obligation that
is material to the Company, including any default or acceleration of an obligation.

There are no 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 reported period.

Likewise, The Company does not know of any material commitments for capital expenditures, known
trends, events or uncertainties that have had or that are reasonably expected to have a material
impact whether favorable or unfavorable impact on net sales/ revenues/ income from continuing
operations.

And lastly, the Registrant has no knowledge of any seasonal aspects that had a material effect on the
financial condition or results of operations.

Calendar Year 2016 Compared to Calendar Year 2015

Manila Bulletin’s gross revenue from advertising and circulation amounted to P2,548,549,162, lower by
P257,412,411 or 9.17% over 2015 while total gross revenues and other income amounted to
P2,664,362,139 which was P248,820,133 or 8.54% lower than last year.

19
Cost and expenses totaled P2,566,445,734 lower by P265,105,508 or 9.36% lower than last year. Total
cost and expenses represents 96.32% of gross revenues. Cost of printing and materials used
accounted for 67.60% of total expenses, higher than 64.77% in 2015.

Provision for income tax for the year amounted to P13,013,498 lower by P8,487,138 or 39.47% from
the previous year.

Net income before Comprehensive Income (Loss) of the Corporation amounted to P42,529,109. This
represents 1.60% of total revenues for the year. Earnings per share for 2016 was computed at P0.012
as compared to P0.020 in 2015 and P0.030 in 2014. Percentage of Net Income before Comprehensive
Income (Loss) to Stockholders’ equity was 1.21% in 2016 and 1.72% in 2015.

As of December 31, 2016, Current Assets to Current Liabilities ratio were 1.6355 : 1 as compared to
1.5098:1 for the same period last year.

There is no significant element of income or loss that did not arise from the issuer’s continuing
operations.

Total assets of the Company went down by P25,322,432 or 0.38% as of December 31, 2016 as
compared with last year.

As of December 31, 2016, the Registrant’s Total Asset to Equity Ratio was computed at 1.8581: 1 while
in 2015 of the same period it was computed at 1.8867:1.

The net worth of the Corporation as of yearend of 2016 is P3,527,303,816 with paid up capital of
P3,475,463,722 and retained earnings of P68,188,071 less P16,347,977 cost of treasury stock.

The Company came up with various ratios, which the Company considers to be key performance
indicators and these are as follows:

KEY PERFORMANCE INDICATORS Year End 2016 Year End 2015


Current Ratio
Current Assets / Current Liabilities ( Liquidity
Ratio – Ability to meet short term obligations) 1.6355:1 1.5098:1

Return on Assets
Net Income/ Total assets ( Effectiveness in the
use of assets to generate profits) 0.0065 0.0094

Return on Equity
Net Income/ Stockholders’ Equity ( Measures
the profits earned for each peso invested in the
Company’s stocks) 0.0121 0.0178

Gross Profit Margin


Gross Profit / Sales ( Measures gross profit
earned on sales) 0.3488 0.3464

Debt Ratio
Total Assets / Total Liabilities ( Indicator of Long
Term Solvency of the Company) 2.1654:1 2.1278:1

Current or Liquidity Ratio

This is an indicator of the Company’s readiness to meet its obligations. The Company’s exposure relates
to its debt obligations to banks, suppliers of printing materials and services and to government regulating
and taxing authorities. The Company’s approach to managing liquidity is to ensure, as far as possible,
that it will always have sufficient liquidity to meet its liabilities when they are due, under both normal and
stressed conditions, without incurring unacceptable losses or risking damage to the Company’s
reputation.

20
The Company focuses on cash sales transactions and effective collection of receivables so as to meet
its cash flow requirements. Likewise, it optimizes cash returns on investments, specifically on the
Registrant’s modern machinery. Typically, the Company ensures that it has sufficient cash on demand to
meet expected operational expenses for a period of 30 days, including the servicing of financial
obligation; this excludes the potential impact of extreme circumstances that cannot reasonably be
predicted, such as natural disasters. In addition, the Company maintains credit lines with certain local
banks.

As of December 31, 2016, total current assets amounted to P3,543,589,207 while total current liabilities
was computed at P2,166,712,487.

Return on assets

Return on Assets is an indicator of effectiveness in the management or use of the Company’s Assets to
generate profit. For the calendar year 2016, net income before other comprehensive income (loss)
registered at P42,529,109 while total assets used to generate such income totaled to P6,554,016,303.

Return on Equity

Return on Equity measures the profit earned for each peso invested in the Company’s stocks. For the
year 2016, net income before other comprehensive income (loss) generated was at P42,529,109 while
total equity was at P 3,527,303,816.

Gross Profit Margin

Gross Profit earned amounted to P929,424,814. This represents 34.88% of the company’s Gross
Revenue of P2,664,362,139.

Debt Ratio

Total assets of the Registrant amounted to P6,554,016,303 as against its total liabilities of
P3,026,712,487 or 2.1654: 1 Debt Ratio. This is an indication of the long term solvency of the Company.

The decrease in Trade and other receivables of 3.82% represents effective credit and collection policies
of the Registrant. Likewise, collective effort in monitoring and collecting due accounts were done.

Inventories went up by 2.84% as compared with that in 2015. There was a buildup of Inventory of printing
materials towards the last quarter of the year, in anticipation of higher prices due to increasing Dollar to
Peso exchange rate.

Trust receipts payable account decreased by 35.28% this year as compared to last year’s balance. This
account is usually payable in 180 days.

The Company did not enter into any contracts of merger, consolidation of joint venture, contract
management, licensing, marketing, distributorship, technical assistance or similar agreements.

The Company did not offer rights or grant Stock Options and corresponding plans therefore.

The Company does not know of any information, event or happening that may affect the market price of
its security.

There was no transferring of assets made except in normal course of business.


There are no known trends, demands, commitments, events or uncertainties known to management that
would have an impact on the Company’s liquidity.

The Registrant does not know of any event that will trigger direct or contingent financial obligation that is
material to the Company, including any default or acceleration of an obligation.

There are no 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 reported period.

21
Likewise, The Company does not know of any material commitments for capital expenditures, known
trends, events or uncertainties that have had or that are reasonably expected to have a material impact
whether favorable or unfavorable impact on net sales/ revenues/ income from continuing operations.

And lastly, the Registrant has no knowledge of any seasonal aspects that had a material effect on the
financial condition or results of operations.

b. The Corporation does not anticipate having any cash flow or liquidity problem within the
next 12 months.

c. All trade payables have been paid within stated terms.

d. The Corporation’s sources of liquidity are revenues derived from sale of


newspapers, magazines, advertisements, commercial printing and collection of
receivables.

e. The Registrant does not know of any event that will trigger direct or contingent
financial obligation that is material to the Company.

f. There are no 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.

g. Audit and Audit Related Fees

In compliance with SRC Rule 68 and 68.1 No. 4 bI; b II (1) as amended, on Qualifications of
Independent Auditors, upon the recommendation of the Audit Committee, the Board of Directors of
the Registrant in its Special Meeting unanimously resolved the appointment of Mendoza, Querido &
Co. as the Registrant’s auditing firm with SEC Accreditation No. 0268-FR-1 and signing partner, Mr.
Richard S. Querido with SEC accreditation No. 1319-AR-1, both with expiry date on March 1, 2020.
The Company has no disagreements with the said firm or auditor with regards to accounting and
financial disclosures for the year 2017.

Audit fee of our external auditor for the year 2018 amounted to P700,000.00. The said fee covered
audit work, preparation of year - end audited financial statements and Income Tax Return for the
period ended, December 31, 2018.

G. FINANCIAL STATEMENTS

Financial Statements and notes to the Financial Statements are incorporated in the auditor’s report
herein attached.

Likewise, attached are supplementary schedules as required by SRC Rule 68.

22
H. DIRECTORS and EXECUTIVE OFFICERS

Directors and Executive Officers

The following are the incumbent directors and executive officers of the Registrant:

YEARS
OF TERM OF
NAME / POSITION SERVICE AGE OFFICE CITIZENSHIP

Mr.Basilio C. Yap Less than


Chairman of the Board 5 years 68 2014 to present FILIPINO

Dr. Emilio C. Yap III


Vice Chairman/ More than
Executive Vice President 5 years 46 2002 to present FILIPINO

Chief Justice Hilario G. Davide, Jr.(Ret.) More than


Vice Chairman / Independent Director 5 years 82 2011 to present FILIPINO

Secretary Alberto G. Romulo (Ret.) More than


Vice Chairman/ Independent Director 5 years 84 2011 to present FILIPINO

Atty. Francis Y. Gaw Less than


Director 5 years 70 2014 to present FILIPINO

Mr. Benjamin C. Yap Less than


Director 5 years 72 2016 to present FILIPINO

Mrs. Maria Georgina Perez DeVenecia Less than


Independent Director 5 years 69 2017 to present FILIPINO

Dr. Enrique Y. Yap, Jr.


Director/ Vice President- Business More than
Development Department 5 years 43 2013 to present FILIPINO

Dr. Crispulo J. Icban, Jr. More than


Director / Editor – In – Chief 5 years 82 2009 to present FILIPINO

Atty. Armando L. Suratos Less than


73
Independent Director 5 years 2018 to present FILIPINO

Atty. Fe B. Barin More than


Executive Vice President 5 years 84 2012 to present FILIPINO

Secretary Herminio B. Coloma, Jr.(Ret.)


Executive Vice President/ Less than
Compliance Officer 5 years 65 2016 to present FILIPINO

Mrs. Aurora Capellan- Tan


Vice – President- Executive Office/ More than
Asst. Corporate Secretary 5 years 62 1984 to present FILIPINO
More than
Atty. Dylan I. Felicidario
5 years 46 2002 to present FILIPINO
Corporate Secretary/ Legal Officer

Mrs. Carmen S. Suva More than


Vice President – Public Relations 5 years 77 2006 to present FILIPINO

P/Chief Supt. Reynaldo S. Rafal ( Ret.) Less than


Vice President- Administration Dept. 5 years 61 2014 to present FILIPINO

23
YEARS
OF TERM OF
NAME / POSITION SERVICE AGE OFFICE CITIZENSHIP

Mr. Dante M. Simangan More than


Vice President- Circulation Dept. 5 years 58 2005 to present FILIPINO

Mr. Arsenio Emmanuel O. Cabrera Less than


Vice President- Advertising Dept. 5 years 56 2015 to present FILIPINO

Mrs. Elizabeth T. Morales


Asst. Vice President – Finance/ More than
Asst. Compliance Officer 5 years 57 1988 to present FILIPINO

Mr. Johnny L. Lugay


Asst. Vice President- Information & More than
Communications Technology 5 years 49 1990 to present FILIPINO

Mr. Alvin P. Mendigoria More than


Asst. Vice President- Engineering Dept. 5 years 51 1993 to present FILIPINO

Mr. Ramon C. Ting


Asst. Vice President – More than
Metro Manila Branches 5 years 64 1978 to present FILIPINO

Mrs. MaeBel P. Nadres More than


Assistant Treasurer/ Chief Cashier 5 years 64 1991 to present FILIPINO

Ms. Alicia A. Aldana More than


Assistant Treasurer 5 years 55 1983 to present FILIPINO

Ms. Josephine M. Abad Less than


Assistant Treasurer 5 years 66 2017 to present FILIPINO

24
BASILIO C. YAP
Chairman of the Board

Mr. Basilio C. Yap, Filipino, 68, is the Chairman of the Board of Manila Bulletin Publishing
Corporation. He graduated from De La Salle University in 1972 with the degree of Bachelor of Science
in Commerce major in Accounting, Cum Laude. He is a Certified Public Accountant and earned the
degree of Masters in Business Management from Asian Institute of Management in 1977. He worked in
Bank of America as an Assistant Vice President up to 1985. He is currently the Chairman of the Board
and President of U.S. Automotive Co., Inc., USAUTOCO, Inc., Philtrust Realty Corporation, Manila
Prince Hotel, Cocusphil Development Corporation, U.N. Properties Development Corporation and
Seebreeze Enterprises, Inc. Also, Mr. Yap is concurrently the Chairman of the Board of Centro Escolar
University and Manila Hotel Corporation, Vice Chairman of Philtrust Bank and Director of Euro - Med
Laboratories Philippines, Inc., MH F&B Ideas, Inc. and TMH Transport Limousine Services, Inc.

EMILIO C. YAP III


Vice Chairman/ President

Dr. Emilio C. Yap III, Filipino, 46, is Vice Chairman of the Board and President of Manila Bulletin
Publishing Corporation. He graduated from De La Salle University in 1994 with a degree of Bachelor of
Science in Accountancy. He was conferred with the Degree of Doctor of Philosophy in Journalism,
Honoris Causa by Angeles University Foundation on May 1, 2009 and the degree of Doctor of Business
Administration , Honoris Causa by Pamantasan ng Lungsod ng Maynila on April 16, 2012. He was
awarded Outstanding Manilan last June 24, 2011. At present, Dr. Yap is the Vice Chairman of Manila
Hotel Corporation and Philtrust Bank, Director of Centro Escolar University, Euro- Med Laboratories
Phil., Inc. and Cocusphil Development Corporation. Likewise, he is the Chairman of the Board of Manila
Prime Land Holdings, Inc., Director and Vice President of U.S. Automotive Co., Inc., Director, Assistant
Treasurer and Assistant Corporate Secretary of Usautoco Inc. and Director and Vice President of
Philtrust Realty Corporation, Director of Manila Prince Hotel Corporation, U.N. Properties Development
Corporation, MH F&B Ideas Inc. and TMH Transport Limousine Services, Inc.

HILARIO G. DAVIDE, JR.


Vice Chairman/ Independent Director

Former Supreme Court Chief Justice Hilario G. Davide, Jr., Filipino, 82, was elected as Vice
Chairman and Independent Director of Manila Bulletin Publishing Corporation on March 31, 2011. He
th
was the 20 Supreme Court Chief Justice of the Philippines and Head of the Judicial Branch of the
government from November, 1988 to December, 2005 and former Philippine Permanent
Representative to the United Nations in New York from February 2007 to March 2010. Former Chief
Justice Davide is concurrently Vice - Chairman of the Board of Trustees of the Knights of Columbus
Fraternal Association of the Philippines, member of the Council of Elders of the Knights of Rizal,
Chairman of the Board of KC Philippines Foundation, Inc., Knights of Columbus Fr. George J. Willman
Charities, Inc., Chief Justice Claudio Teehankee Memorial Foundaton, Inc., Heart of Francis
Foundation, Inc., Trustee of University of San Carlos and Incorporator/ Chairman of Kompass Credit
and Financing Corporation. Likewise, he is an Independent Director of Philtrust Bank and Megawide
Construction Corporation.

ALBERTO G. ROMULO
Vice Chairman / Independent Director

Former Secretary Alberto G. Romulo, Filipino, 84, was elected as Vice Chairman and
Independent Director of Manila Bulletin Publishing Corporation on July 14, 2011. Concurrently, he was
appointed as Chairman of the Development Bank of the Philippines ( DBP) on February 15, 2017. He
was the Minister of Budget of President Corazon Aquino, elected Senator from 1987 to 1998, during
which time he served as Majority Leader for 5 years. Likewise, he became Finance Secretary in 2001
and was later appointed by President Gloria Macapagal- Arroyo as Executive Secretary and in 2004 as
Foreign Affairs Secretary until 2011 under President Benigno C. Aquino III. He served as Chairman of
the Association of Southeast Asian Nations or ASEAN in 2007.

25
FRANCIS Y. GAW
Director
Atty. Francis Y. Gaw, Filipino, 70, is a Director and the Legal Counsel of the Registrant. He
graduated from University of Santo Tomas with the degree of BS in Commerce major in Accounting in
1967 and became a CPA in the same year. He earned his degree of Bachelor of Laws, salutatorian
th
from the Ateneo de Manila University in 1972, placed 5 in the Bar Exam. He had his MBA ( with thesis)
at International Academy of Management and Economics in 2009 and Ph.D. ( with dissertation) in
2011. Atty. Gaw was a former Director of Philippine Bank of Communications, Filipinas Manufacturers’
Bank and Philtrust Bank. At present, he is the Chairman and President of Goldclass, Inc. and Royal
Bay Terrace Condominium Association, Inc.; Director of Manila Hotel Corporation, Euro-Med
Laboratories, Philippines, Inc., Manila Prince Hotel Corporation, Philippine Progress Securities
Corporation, Orient Enterprises Inc. and U.N. Properties Development Co., Inc. He is the principal/ sole
practitioner of Gaw Law Office.

BENJAMIN C. YAP
Director

Mr. Benjamin C. Yap, 72 years old, Filipino is a Director of Manila Bulletin Publishing
Corporation. He is the President/ Chairman of the Board of Benjamin Favored Son and House of
Refuge Foundation, Director of US Automotive Co., Inc., USAutoco, Inc., Manila Hotel Corporation,
Philtrust Realty Corporation, Philtrust Bank, Manila Prince Hotel Corporation, Cocusphil Development
Corporation, U.N. Properties Development Corporation and Centro Escolar University.

ENRIQUE Y. YAP JR.


Director / Vice President

Dr. Enrique Y. Yap, Jr., Filipino, 43, is a Director and Vice President of the Business
Development Department of Manila Bulletin. Likewise, he is currently the Executive Vice President and
Director of Manila Hotel. He is one of the recipient of Ten Outstanding Manilans conferred by the Hon.
Alfredo S. Lim (Former Mayor of the City of Manila) and is likewise a member of the Rotary Club of
Manila. He holds a Doctorate degree in Business Administration (Honoris Causa) from the Polytechnic
University of the Philippines, and studied at Cornell- Nanyang Technological University in Singapore
and De La Salle University in Manila.

MARIA GEORGINA PEREZ – DE VENECIA


Independent Director

Mrs. Maria Georgina Perez- de Venecia, Filipino, 69, is a member of the Philippine House of
th
Representatives from Pangasinan’s 4 District from 2010 to 2016 wherein she was elected as
th
President of the Association of Lady Legislators of the 15 Congress. She graduated with a degree in
Business Administration at Pace College, New York.

She became the President and Chairperson of the Congressional Spouses Foundation, Inc.
( CSFI) in 1992. Mrs. De Venecia has received an honorary degree in humanities from Mindanao State
University ( 2001, Pangasinan State University (2007), Laguna State Polytechnic University (2007) and
University of Luzon (2009). She was also the recipient of the Outstanding Humanitarian Service Award
from the International Centennial Feminist association of the Philippines and the Rotary Club of Manila
101. At present she is the Chairman of the INA Foundation, Inc. and Director of Sampaguita Pictures,
Inc.

CRISPULO J. ICBAN JR.


Director / Editor - in- Chief

Dr. Crispulo J. Icban Jr., Filipino, 82, is a Director and at present, the Editor- In – Chief of
Manila Bulletin Publishing Corporation. He served as the Press Secretary of President Gloria
Macapagal Arroyo from January 21, 2010 to May 31, 2010. Prior to his appointment as Press
Secretary, Dr. Icban was then the Editor – in – Chief of Manila Bulletin. He graduated from the
University of the Philippines with a Bachelor of Arts in English, magna cum laude and master’s degree
in journalism, under Fulbright and Smith Mundt Grant, at Syracuse University in New York. He was one

26
of 12 American and 6 international newsmen in the annual Nieman Fellowship program at
Harvard University in Massachusetts. Dr. Icban has received numerous awards in over half a century
of service as journalist. He was named Outstanding Kapampangan by the Pampanga Provincial
Government, 1988; and Distinguished Tarlaquenos by the Tarlac Provincial Government, 2003. He was
conferred a Doctor of Philosophy degree in Management, honoris causa, by the Pampanga Agricultural
College on April 12, 2006.

ARMANDO L. SURATOS
Independent Director

Atty. Armando L. Suratos, Filipino, 73 was a member of the Monetary Board of the Bangko Sentral
ng Pilipinas ( BSP) from September 13, 2011 to July 3, 2017. While with the Monetary Board, Atty. Suratos
was the Chairman of the BSP Corporate Audit Committee, Adviser to the Governor on Philippine
International Convention Center (PICC) Matters ( 2011- Present), Adviser, BSP Currency Management
Committee, BSP Numismatic Committee, BSP Information and Communication Technology (ICT)
Committee and Budget Committee.

He has also held the following positions: Member of the Board of Directors of the International
Association of Currency Affairs ( 2005-2017), Vice Chairman of the PICC Board of Directors (1998-2010) and
Chairman of the BSP Provident Fund Board of Trustees (1999-2010). At present, he is an Independent
Director of the Philippine Payments Management, Inc. and Chairman of the Supervisory Committee of the
Philippine Asian Bond Fund. Before his appointment as Monetary Board Member, he worked with the Central
Bank of the Philippines and the Bangko Sentral ng Pilipinas from 1972 to 2010. He was Deputy Governor of
the Resource Management Sector of the BSP for almost 13 years ( 1998-2010). He also managed BSP’s
Security Plant Complex on a concurrent basis. He was BSP’s General Counsel from 1992 to 2000.
He obtained his Bachelor of Science in Business Administration from the University of the Philippines in 1966
and his Bachelor of Laws from the Ateneo de Manila University in 1971. He placed 8th in the 1971 Bar
Examinations. He attended the Investment Negotiation Course at Georgetown University in 1975.

FE B. BARIN
Executive Vice President

Atty. Fe B. Barin, Filipino, 84, is an Executive Vice President of the Company. She served as
the Chairperson of the Securities and Exchange Commission and as a member of the Anti- Money
Laundering Council from Sept. 1, 2004 to May 4, 2011. She was an ex-officio Chairperson of the
Central Credit Information Corporation from 2009 to May, 2011. Prior to her appointment to the SEC
she served a member of the Monetary Board of the Bangko Sentral ng Pilipinas (BSP) from October 1,
2002 to August 31, 2004. She also served as the first Chairperson of the Energy Regulatory
Commission in August, 2001 until September, 2002. She holds a Bachelor of Laws degree from the
University of the Philippines, a member of the Philippine Bar and the Integrated Bar of the Philippines,
Women Lawyers’ Circle (WILOCI) and the Women Lawyers’ Association of the Philippines (WLAP).
Presently, she is a member of the Board of Trustees of the Institute of Corporate Directors and Board
member of the Bank of Commerce.

HERMINIO B. COLOMA, JR.


Executive Vice President/ Compliance officer

Mr. Herminio B. Coloma, Jr. , Filipino, 65, is an Executive Vice President and Compliance
Officer of the Registrant. He was a member of the Philippine Cabinet and Secretary of Presidential
Communications Office during the term of President Benigno S. Aquino III. He was a Professor at
the Asian Institute of Management from 1988 to 2016. He obtained Bachelor of Arts degree (major in
Political Science) in the University of the Philippines in 1973, Master in Business Management degree
from the Asian Institute of Management graduating with distinction in 1978 and Doctor of Philosophy in
2009 at Southeast Asia Interdisciplinary Development Institute. While on work leave from AIM, he also
served several private companies as follows: Director of Transnational Diversified Group where he also
served as Division President and Group Chief Learning Officer, Director of Loyola Plans Consolidated,
Inc., Management consultant of various organizations including USAID,
PricewaterhouseCoopers , Canadian International Development Agency , Land Bank of the
Philippines, Asian Development Bank and Philippine National Bank.

27
AURORA CAPELLAN TAN
Vice President / Assistant Corporate Secretary/ Assistant Treasurer

Mrs. Aurora Capellan Tan, Filipino, 62, is the Assistant Corporate Secretary, Vice President and
Assistant Treasurer of Manila Bulletin Publishing Corporation. She studied at the University Of Santo
Tomas College Of Law for her degree of Bachelor of Laws, and Bachelor of Science in Psychology.

P/Chief Supt REYNALDO S. RAFAL ( Ret)


Vice President – Administration Department

P/Chief Supt Reynaldo S. Rafal, 61, is the Vice President for Administration of the Registrant.
He joined the Company in 2014. He was a former Regional Director of the Philippine National Police
(PNP). He graduated with a Bachelor of Science degree from Philippine Military Academy in 1979,
Master in Management from Philippine Christian University and Doctor of Philosophy in Peace and
Security Administration from Bicol University Graduate School, Legaspi City.

CARMEN S. SUVA
Vice President- Public Relations Department
Mrs. Carmen S. Suva, Filipino, 77, is the Vice President- Public Relations of Manila Bulletin
Publishing Corporation. She served as a career person in government service (Malacañang) from 1962
to 2004 under six Presidents and under 20 Press Secretaries. She retired as Undersecretary for Media
Relations, Office of the Press Secretary, Malacañang, in 2004. She received a Loyalty Award from the
Civil Service Commission in 1973, Outstanding Employee of the Department of Public Information in
1980 and Outstanding Woman employee of the Office of the Press Secretary, Malacañang in 1989.
She is the granddaughter of Epifanio delos Santos, a Filipino patriot, scholar and historian for whom the
54 kilometer avenue popularly referred to as EDSA was named.

DANTE M. SIMANGAN
Vice President- Circulation Department

Mr. Dante M. Simangan, Filipino, 58, is Vice- President - Circulation Department of the
Registrant effective June 10, 2014. Prior to his appointment as VP, he was Asst.- Vice President for
Provincial Branches of Manila Bulletin. He joined the Company in 2005. He graduated with a degree of
AB – Political Science from Mindanao State University in 1980.

ARSENIO EMMANUEL O. CABRERA


Vice President – Advertising Department

Mr. Arsenio Emmanuel O. Cabrera, Filipino, 56, is the Vice President- Advertising Department
of the Registrant. He graduated cum laude with a degree of Bachelor of Arts in Development
Communication from Xavier University – Ateneo de Cagayan. He finished his Masteral degree in
English and Literature at the Ateneo de Manila University. He completed the required academic units
for his Doctorate degree in English and Literature in the same University.

DYLAN I. FELICIDARIO
Corporate Secretary/ Head, Legal Department

Atty. Dylan I. Felicidario, Filipino, 46, is a Lawyer-CPA by profession. He is the Corporate


Secretary and Head of Legal Department of the Company. He earned his Bachelors Degree in Law at
the Saint Louis University in Baguio City where he graduated Cum Laude in March 1997. He obtained
his Bachelors Degree in Commerce - Major in Accounting at Laguna College, San Pablo City, where he
graduated Magna Cum Laude in March, 1992. Before joining Manila Bulletin, he served as a Lawyer of
Philippine Trust Company (Philtrust Bank) from 2000 to 2002; as an Associate Lawyer of Cases &
Associates Law Offices from 1998 to 1999; and as a college instructor of Business Law and Taxation at
Laguna College, San Pablo City from 1997 to 1998.

28
ELIZABETH T. MORALES
Assistant Vice President- Finance/ Assistant Compliance Officer

Mrs. Elizabeth T. Morales, Filipino, 57, is the Assistant Vice President - Finance / Chief
Accountant and Assistant Compliance Officer of the Company. Before her appointment as Assistant
Vice President, she served as the Assistant Treasurer of the Registrant. Prior to joining Manila Bulletin
Publishing Corporation, she worked with Carlos J. Valdes & Co., as an auditor and with Abenson, Inc.,
as an Accounting Manager. She graduated with a degree of Bachelor of Science in Commerce major in
Accounting from Far Eastern University in 1979 and took her MBA units at Ateneo Graduate School of
Business in 1989. She passed the CPA board exam in 1980.

JOHHNY L. LUGAY
Assistant Vice President- Information and Communications Technology Department

Mr. Johnny L. Lugay, Filipino, 49, is the Assistant Vice President- Information and
Communications Technology Department of the Company. He graduated from the University of Santo
Tomas with a degree of Bachelor of Science in Mathematics major in Computer Science in 1990.

ALVIN P. MENDIGORIA
Assistant Vice President- Engineering Department

Mr. Alvin P. Mendigoria, Filipino, 51, is the Assistant Vice President - Engineering Department
of the Registrant. He graduated with a degree of Bachelor of Science In Mechanical Engineering from
Adamson University. He passed the Mechanical Board Exam in 1989 and joined the Company in 1993.

RAMON C. TING
Assistant Vice President- Advertising Department

Mr. Ramon C. Ting, Filipino, 64, is the Assistant Vice President – Advertising Department of the
Company. He joined the Company in 1978. He graduated with a degree of Bachelor of Science in
Commerce, major in Management from the Far Eastern University in 1976.

MAEBEL P. NADRES
Assistant Treasurer/ Chief Cashier

Mrs. Maebel P. Nadres, Filipino, 64, is an Assistant Treasurer and the Chief Cashier of the
Registrant. She joined the Company in 1991. She graduated with a degree of Bachelor of Science in
Commerce, major in Accounting from Philippine School of Business Administration in 1971 and became
a CPA in 1976. She took up her Masters in Business Administration - Top Executive Program from
Pamantasan ng Lungsod ng Maynila in 2000.

ALICIA A. ALDANA
Assistant Treasurer

Ms. Alicia A. Aldana, Filipino, 55, is an Assistant Treasurer of the Registrant. She joined the
Company in 1983. She graduated with a degree of Bachelor of Science in Commerce major in
Economics from the University of Santo Tomas in 1983.

2. Significant Employee

There is no person who is not an executive officer who is expected to make a significant
contribution to the business of the Corporation.

3. Family Relationship

Mr. Basilio C. Yap , the Chairman of the Board is the uncle of Dr. Emilio C. Yap III, Vice Chairman and
Executive Vice President of the Registrant and Dr. Enrique Y. Yap Jr., Director and Vice President of
Manila Bulletin Publishing Corporation. Atty. Francis Y. Gaw, Director is the brother in – law of
Chairman Basilio C. Yap while Mr. Benjamin C. Yap is the brother of the Chairman of the Board.

29
4. Involvement in Certain Legal Proceedings

The Registrant has no knowledge of any material pending legal proceedings to which any of the
directors and executive officers of the Registrant is a party or of which any of their property is the
subject. Likewise, the Company has no knowledge of any pending legal proceedings against any
nominee or director or executive officer such as follows:

a. There is no bankruptcy petition filed by or against any business of which any of our directors or
executive officer is subject.

b. None of our directors or executive officers is convicted by final judgment in a criminal proceeding.

c. None of our directors or executives is a subject of judgment or decree permanently or temporarily


limiting or suspending their involvement in any type of business, securities, and commodities or banking
activities.

d. None of our directors or executive officers has been found to have violated a securities or
commodities law or regulation and the judgment has not been reversed, suspended or vacated.

II. EXECUTIVE COMPENSATION


OTHER ANNUAL
COMPENSATION/
NAME/ PRINCIPAL POSITION YEAR SALARY BONUS DIRECTORS’ FEE

Dr. Emilio C. Yap III


Vice Chairman/President

Mr. Herminio B. Coloma, Jr.


Executive Vice President /
Compliance Officer

Atty. Fe B. Barin
Executive Vice President

Dr. Enrique Y.Yap, Jr.


Director/ Vice President- Business
Development Department

Mrs. Aurora Capellan – Tan


Vice President- Executive Office/ Asst.
Treasurer/ Asst. Corporate Secretary

Mrs. Carmen S. Suva


Vice President- Public Relations

Mr. Arsenio Emmanuel O. Cabrera


Vice President- Advertising Dept.

Mr. Dante M. Simangan


Vice President- Circulation Department

P/Supt.Reynaldo S. Rafal ( Ret)


Vice President- Administration Dept.

Atty. Dylan I. Felicidario


Corporate Secretary/ Legal Counsel
Mrs. Elizabeth T. Morales
Asst. Vice President- Finance/
Asst. Compliance Officer

30
OTHER ANNUAL
COMPENSATION/
NAME/ PRINCIPAL POSITION YEAR SALARY BONUS DIRECTORS’ FEE

Mr. Johnny L. Lugay


Asst. Vice President- Information &
Communications Technology

Mr. Alvin P. Mendigoria


Asst. Vice President - Engineering
Department

Mr. Ramon C. Ting


Asst. Vice President-
Advertising Department

Mrs. MaeBel P. Nadres


Assistant Treasurer

Ms. Alicia A. Aldana


Assistant Treasurer

All above named directors & officers as a 2019*** 13,801,207 1,902,398 1,142,647
group 2018 13,434,007 1,871,798 1.142,647
2017 12,896,401 3,790,780 1,888,236

All other officers & directors as a group 2019*** 49,914,181 7,726,226 -


unnamed 2018 47,926,981 7,560,626 -
2017 45,590,612 7,016,540 467,857

*** Estimated Compensation

Compensation of the directors stipulated in the By Laws of The Corporation: 3% of the yearly net profits
before payment of income tax are distributed among them in proportion to the number of regular /
special meetings of the Board actually attended by each.

The Company maintains Retirement plan for our employees. Retirement computations are the same
both for executives and rank and file employees.
There are no outstanding warrants or options held by the Registrant’s CEO, the named executive
officers, and all officers and directors as a group.

The Company has neither voting trust agreements nor material contracts involving the same or any of
its directors, executive officers or stockholders owning ten percent(10 %) or more of total outstanding
shares and members of their immediate family had or is to have a direct or indirect material interest.

J. SECURITY OWNERSHIP OF MANAGEMENT

The security ownership of management as of December 31, 2018 are as follows:

AMOUNT & NATURE OF


BENEFICIAL CITIZEN
TITLE OF CLASS NAME OF BENEFICIAL OWNER/ POSITION OWNERSHIP SHIP %TAGE

Mr. Basilio C. Yap


Common Chairman of the Board 2,851.890.00(B) Filipino 0.08%

Dr. Emilio C. Yap III


Common Vice Chairman/ President 945,626.00(B) Filipino 0.03%

Chief Justice Hilario G. Davide, Jr.(Ret)


Common Vice Chairman/ Independent Director 11,473.00(B) Filipino <0.01%

31
AMOUNT & NATURE OF
BENEFICIAL CITIZEN
TITLE OF CLASS NAME OF BENEFICIAL OWNER/ POSITION OWNERSHIP SHIP %TAGE

Secretary Alberto G. Romulo ( Ret)


Common Vice Chairman/ Independent Director 11,473.00(B) Filipino <0.01%

Mrs. Maria Georgina Perez – De Venecia


Common Independent Director 1,000.00(B) Filipino <0.01%

Dr. Enrique Y. Yap Jr.


Common Director/ Vice President 1,365,544.00(B) Filipino 0.04%

Atty. Francis Y. Gaw


Common Director 68,342.00(B) Filipino <0.01%

Mr. Benjamin C. Yap


Common Director 2,851,890.00(B) Filipino 0.08%

Dr. Crispulo J. Icban, Jr.


Common Director/ Editor- In – Chief 72,717.00(B) Filipino <0.01%

Atty. Armando L. Suratos


Common Independent Director 1,000.00(B) Filipino <0.01%

Mr. Herminio B. Coloma


Executive Vice President /
Compliance Officer 0.00 Filipino 0.00%

Atty. Fe B. Barin
Common Executive Vice President 8,968.00(B) Filipino <0.01%

Mrs. Aurora Capellan- Tan


Vice President- Executive Office/ Asst.
Common Corporate Secretary/ Asst. Treasurer 181,791.00(B) Filipino 0.01%

Mrs. Carmen S. Suva


Common Vice President- Public Relations 12,048.00(B) Filipino <0.01%

Mr. Dante M. Simangan


Vice President- Circulation Dept. 0.00 Filipino 0.00%

Mr. Arsenio Emmanuel O. Cabrera


Vice President- Advertising Dept. 0.00 Filipino 0.00%

Atty. Dylan I. Felicidario


Corporate Secretary/ Head – Legal Dept. 0.00 Filipino 0.00%

Mrs. Elizabeth T. Morales


Asst. Vice President- Finance/ Chief
Accountant/ Asst. Compliance Officer 0.00 Filipino 0.00%

Mr. Johnny L. Lugay


Asst. Vice President- Information &
Communications Technology Dept. 0.00 Filipino 0.00%

Mr. Ramon C. Ting


Assistant Vice President- AdvertisingDept 0.00 Filipino 0.00%

Engr. Alvin P. Mendigoria


Asst. Vice President-Engineering Dept. 0.00 Filipino 0.00%

Mrs. MaeBel P. Nadres


Assistant Treasurer/ Chief Cashier 18,181.00 Filipino <0.01%

32
Ms. Alicia A. Aldana
Assistant Treasurer 0.00 Filipino 0.00%

No change of control in the Corporation has occurred since January 1, 2018.

K. EXHIBITS AND SCHEDULES

1. Ratification and confirmation by stockholders at the annual meeting on July 12, 2018 as follows:

a. Election and appointment of the ten ( 10 ) Board of Directors as follows:


Mr. Basilio C. Yap
Dr. Emilio C. Yap III
Dr. Enrique Y. Yap Jr.
Atty. Francis Y. Gaw
Mr. Benjamin C. Yap
Dr. Crispulo J. Icban Jr.
Secretary Alberto G. Romulo (Ret.)- Independent Director
Chief Justice Hilario G. Davide, Jr. (Ret.)- Independent Director
Mrs. Maria Georgina Perez – De Venecia- Independent Director
Atty. Armando L. Suratos – Independent Director

2. Election and appointment of the Company Board of Directors and officers during the Board Meeting
on July 12, 2018

NAME POSITION
Mr. Basilio C. Yap Chairman of the Board
Chief Justice Hilario G. Davide, Jr. ( Ret.) Vice Chairman of the Board/ Independent Director
Secretary Alberto G. Romulo ( Ret.) Vice Chairman of the Board/ Independent Director
Dr. Emilio C. Yap III Vice Chairman/ President
Atty. Francis Y. Gaw Corporate Counsel/ Director
Dr. Enrique Y. Yap, Jr. Director/ Vice President- Business Development Dept.
Mr. Herminio B. Coloma, Jr. Executive Vice President/ Compliance Officer
Atty. Fe B. Barin Executive Vice President
NAME POSITION
Mrs. Carmen S. Suva Vice President- Public Relations Department
Vice President- Executive Department/ Assistant
Mrs. Aurora Capellan – Tan Corporate Secretary/ Assistant Treasurer
Mr. Dante M. Simangan Vice President – Circulation Department
Atty. Dylan I. Felicidario Corporate Secretary
Mr. Arsenio Emmanuel O. Cabrera Vice President- Advertising Department
Gen, Reynaldo S. Rafal( Ret.) Vice President- Administration Dept.
Assistant Vice President – Finance Department/
Mrs. Elizabeth T. Morales Assistant Compliance Officer
Assistant Vice President- Information and
Mr. Johnny L. Lugay Communication Technology Department
Mr. Alvin P. Mendigoria Assistant Vice President – Engineering Dept.
Mr. Ramon C. Ting Assistant Vice President- Advertising Department
Mr. Sandy U. Cotoco Assistant Vice President- Credit & Collection Department
Ms. Alicia A. Aldana Assistant Treasurer
Mrs. MaeBel P. Nadres Assistant Treasurer

Elected directors to handle the required Committees are as follows:

a. Corporate Governance Committee

33
NAME POSITION
Mrs. Maria Georgina Perez- De Venecia Chairman
Chief Justice Hilario G. Davide, Jr.( Ret.) Member
Secretary Alberto G. Romulo ( Ret.). Member

b. Risk Oversight Committee:

NAME POSITION
Atty. Armando L. Suratos Chairman
Mrs. Maria Georgina Perez- De Venecia Member
Atty. Francis Y. Gaw Member

c. Related Party Transaction Committee:

NAME POSITION
Secretary Alberto G. Romulo ( Ret.) Chairman
Mrs. Maria Georgina Perez- De Venecia Member
Mr. Benjamin C. Yap Member

d. Audit Committee:

NAME POSITION
Chief Justice Hilario G. Davide, Jr.( Ret.) Chairman
Mrs. Maria Georgina Perez- De Venecia Member
Atty. Francis Y. Gaw Member
• Chief Justice Hilario G. Davide, Jr.(Ret.), Secretary Alberto G. Romulo(Ret.), Mrs. Maria
Georgina Perez De Venecia and Atty. Armando L. Suratos were elected as Independent
Directors during the Annual Stockholders’ meeting held on July 12, 2018.

3. The 2017 Annual Report to Security Holders were given to the stockholders before the annual
stockholders’ meeting on July 12, 2018, including SEC Form 20-IS (Definitive Information
Statement).

The following reports were filed during the last six- month period covered by this report:

TYPE OF REPORTS FILED


1. Preliminary Information Statement under SEC Form 20 – IS
2. Definitive Information Statement under Sec Form 20 – IS
3. Current Report under Section 11 of the Revised Securities Act ( RSA) and
RSA Rule 11 (a )-1 (b)(3) hereunder-
SEC Form 17 C on the following:
a. Elected Board Of Directors in the Annual meeting held
b. Appointment of External Auditors
c. Elected officers of the Company/ Organizational meeting
d. Board Attendance for the year 2018
4. Second Quarter Reports under SEC Form 17 Q
5. Third Quarter Reports under Sec Form 17 Q
6. General Information Sheet
7. SEC Form 23 A
8. Certification of Former Secretary Alberto Romulo
9. Certification of Independent Directors
a. Chief Justice Hilario G. Davide, Jr.( Ret.)
b. Secretary Alberto G. Romulo ( Ret.)
c. Mrs. Maria Georgina Perez – De Venecia
d. Atty. Armando L. Suratos
10. SEC Form 17-L

34
MANILA BULLETIN PUBLISHING CORPORATION
STATEMENTS OF FINANCIAL POSITION
DECEMBER 31, 2018 AND 2017
(Amounts in Philippine Pesos)

2018 2017

ASSETS

Current Assets
Cash (Notes 2, 3, 4 and 5) P41,868,913 P56,785,770
Trade and other receivables – net (Notes 2, 3, 4, 6 and 29) 1,699,204,725 1,825,459,713
Inventories (Notes 2, 3, and 7) 1,303,589,617 1,336,004,881
Other current assets (Notes 2, 3, 8 and 29) 110,728,403 104,107,805
Total Current Assets 3,155,391,658 3,322,358,169

Noncurrent Assets
Property, plant and equipment – net (Notes 2, 3 and 9) 2,483,297,759 2,544,036,832
Investment property (Notes 2, 3 and 10) 94,808,970 94,808,970
Deferred tax asset – net (Notes 2, 3 and 25) 71,931,411 67,058,725
Prepaid benefit obligation (Notes 2, 3 and 23) 41,233,530 19,570,740
Goodwill (Notes 2, 3 and 11) 5,000,000 5,000,000
Other noncurrent assets (Notes 2, 3, 4 and 12) 114,342,625 89,689,978
Total Noncurrent Assets 2,810,614,295 2,820,165,245

TOTAL ASSETS P5,966,005,953 P6,142,523,414

LIABILITIES AND EQUITY

Current Liabilities
Trade and other payables (Notes 2, 4, 13 and 29) P1,002,302,644 P1,161,102,218
Trust receipts payable (Notes 2, 4 and 14) 111,615,719 82,813,354
Short-term loans payable (Notes 2, 4 and 15) 270,000,000 335,000,000
Income tax payable (Notes 2 and 25) 2,351,630 2,635,616
Total Current Liabilities 1,386,269,993 1,581,551,188

Noncurrent Liabilities
Long-term loans payable (Notes 2, 4 and 15) 1,000,000,000 1,000,000,000

Total Liabilities 2,386,269,993 2,581,551,188

Equity
Share capital (Notes 2, 4 and 16) 3,475,463,722 3,475,463,722
Retained earnings (Notes 2, 4 and 16) 209,111,785 192,894,782
Accumulated remeasurement losses on
retirement benefit plan (Notes 2, 23 and 27) (88,491,570) (91,038,301)
Treasury shares (Notes 2 and 16) (16,347,977) (16,347,977)
Total Equity 3,579,735,960 3,560,972,226

TOTAL LIABILITIES AND EQUITY P5,966,005,953 P6,142,523,414

See accompanying Notes to Financial Statements.


MANILA BULLETIN PUBLISHING CORPORATION
STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017
(With Comparative Figures for 2016)
(Amounts in Philippine Pesos)

2018 2017 2016

NET SALES (Notes 2 and 18) P1,971,795,464 P2,142,006,441 P2,548,549,162

COST OF SALES AND SERVICES


(Notes 2 and 19) (1,451,833,307) (1,374,350,105) (1,734,937,325)

GROSS PROFIT 519,962,157 767,656,336 813,611,837

OTHER OPERATING INCOME (Notes 2, 20 and 29) 59,996,976 118,137,275 116,143,006

OPERATING EXPENSES (Notes 2, 21 and 29) (493,881,363) (773,669,558) (831,508,409)

OPERATING INCOME 86,077,770 112,124,053 98,246,434

OTHER EXPENSE – net (Notes 2 and 22) (63,581,757) (48,052,226) (42,703,827)

INCOME BEFORE INCOME TAX 22,496,013 64,071,827 55,542,607

PROVISION FOR INCOME TAX (Notes 2 and 25) (6,279,010) (14,204,920) (13,013,498)

NET INCOME 16,217,003 49,866,907 42,529,109

OTHER COMPREHENSIVE INCOME (LOSS)


Item that will not be reclassified subsequently to profit or loss
Actuarial gain (loss) – net of tax (Notes 2 and 23) 2,546,731 (16,198,497) (2,506,346)

TOTAL COMPREHENSIVE INCOME P18,763,734 P33,668,410 P40,022,763

BASIC/DILUTED EARNINGS PER SHARE (Notes 2 and 26)


Computed based on Net Income P0.00 P0.01 P0.01
Computed based on Total Comprehensive Income P0.01 P0.01 P0.01

See accompanying Notes to Financial Statements.


MANILA BULLETIN PUBLISHING CORPORATION
STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017
(With Comparative Figures for 2016)
(Amounts in Philippine Pesos)

2018 2017 2016

SHARE CAPITAL (Notes 2, 4 and 16)


Balance at beginning of year P3,475,463,722 P3,475,463,722 P3,374,508,215
Stock dividend – – 100,955,507
Balance at end of year 3,475,463,722 3,475,463,722 3,475,463,722

TREASURY SHARES (Notes 2 and 16) (16,347,977) (16,347,977) (16,347,977)

OTHER COMPONENT OF EQUITY (Notes 2, 23 and 27)


Balance at beginning of year (91,038,301) (74,839,804) (72,333,458)
Actuarial gain (loss) – net of tax effect (Note 27) 2,546,731 (16,198,497) (2,506,346)
Balance at end of year (88,491,570) (91,038,301) (74,839,804)

RETAINED EARNINGS (Notes 2, 4 and 16)


Balance at beginning of year 192,894,782 143,027,875 201,454,273
Stock dividend (Note 16) – – (100,955,507)
Net income 16,217,003 49,866,907 42,529,109
Balance at end of year 209,111,785 192,894,782 143,027,875

P3,579,735,960 P3,560,972,226 P3,527,303,816

See accompanying Notes to Financial Statements.


MANILA BULLETIN PUBLISHING CORPORATION
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017
(With Comparative Figures for 2016)
(Amounts in Philippine Pesos)

2018 2017 2016

CASH FLOWS FROM OPERATING ACTIVITIES:


Income before income tax P22,496,013 P64,071,827 P55,542,607
Adjustments for:
Provision for impairment losses (Notes 6 and 21) 95,178,729 13,064,968 18,269,320
Depreciation of property, plant and
equipment (Note 9) 66,736,824 70,170,137 76,744,692
Interest expense (Note 14 and 15) 63,710,399 48,730,443 42,373,798
Retirement expense (Note 23) 7,393,451 7,618,472 8,996,527
Unrealized foreign exchange loss (Note 22) 411,603 128,212 400,358
Gain on disposal of property, plant and
equipment (Note 20) – (12,700,000) (111,999)
Interest income (Note 22) (39,433) (86,074) (70,329)
Accounts receivable written-off (Note 6) (92,490,715) – –
Operating income before working capital changes 163,396,871 190,997,985 202,144,974
Decrease (increase) in:
Trade and other receivables (Note 6) 123,566,974 278,941,863 61,978,713
Inventories (Note 7) 32,415,264 50,845,955 (38,281,047)
Other current assets (Note 8) (5,791,721) (52,184,796) (17,653,426)
Decrease in trade and other payables (Note 13) (159,917,084) (470,112,601) (401,751,429)
Net cash generated from (used in) operating
activities 153,670,304 (1,511,594) (193,562,215)
Interest received (Note 22) 39,433 86,074 70,329
Contributions paid (Note 23) (25,418,054) (27,322,139) (19,693,687)
Interest paid (Notes 14 and 15) (63,421,766) (48,730,443) (42,373,798)
Income tax paid (Note 25) (12,527,138) (17,405,208) (22,960,916)
Net cash provided by (used in) operating activities 52,342,779 (94,883,310) (278,520,287)

CASH FLOWS FROM INVESTING ACTIVITIES


Decrease (increase) in other noncurrent
assets (Note 12) (24,652,647) (22,212,252) 2,158,496
Proceeds from disposal of property, plant and
equipment (Note 9) – 90,080,718 111,999
Additions to property, plant and equipment (Note 9) (5,997,751) (24,757,447) (39,814,061)
Net cash provided in (used in) investing activities (30,650,398) 43,111,019 (37,543,566)

CASH FLOWS FROM FINANCING ACTIVITIES


Net proceeds from (payment of) trust receipts
payable (Note 14) 28,802,365 (38,686,257) (66,244,861)
Proceeds from availment of loans payable (Note 15) 559,000,000 518,000,000 593,500,000
Payment of loans payable (Note 15) (624,000,000) (455,000,000) (186,500,000)
Net cash provided by (used in) financing activities (36,197,635) 24,313,743 340,755,139
Forward
-2-

EFFECT OF EXCHANGE RATES CHANGE ON CASH (411,603) (128,212) (400,358)

NET INCREASE (DECREASE) IN CASH (14,916,857) (27,586,760) 24,290,928

CASH AT BEGINNING OF YEAR 56,785,770 84,372,530 60,081,602

CASH AT END OF YEAR P41,868,913 P56,785,770 P84,372,530

CASH AT END OF YEAR CONSISTS OF:


Cash on hand P6,345,300 P5,084,785 P12,314,616
Cash in banks 35,523,613 51,700,985 72,057,914
P41,868,913 P56,785,770 P84,372,530

See accompanying Notes to Financial Statements.


MANILA BULLETIN PUBLISHING CORPORATION
NOTES TO FINANCIAL STATEMENTS

1. General

Manila Bulletin Publishing Corporation (the ‘Company’) was founded as the Daily Bulletin on
February 02, 1900 for the purpose of engaging in the publishing business. The Company was
incorporated on June 12, 1912 as Bulletin Publishing Company, and re-incorporated and
registered with the Securities and Exchange Commission (SEC) under SEC registration number
15923 on September 25, 1959 as Bulletin Publishing Corporation. On June 22, 1989, the
corporate name was amended to Manila Bulletin Publishing Corporation. It is the first newspaper
company in the Philippines to go public. It is the oldest newspaper publisher in the country and
the second oldest English newspaper in the Far East. It started as a commercial newspaper,
publishing advertisements of shipping companies.

It has maintained its leadership in the newspaper industry and in the publications of magazines
with its advertisements, circulation and clientele. The broad sheet, Manila Bulletin is published
seven days a week; the Philippine Panorama, a Sunday Weekly Magazine; Style Weekend, a
Friday Weekly Magazine; Travel Magazine, published every second and fourth Thursday of the
month; Tempo, a daily English tabloid; Balita, a daily Filipino; monthly magazines, namely:
Agriculture, to help boost food production and promote livelihood programs; Cruising for sports
and travel; Sense and Style, an upscale magazine, covers various facets lifestyle from its core
content on homes and gardening to beauty and fashion, health and fitness, career, cooking and
dining, travel, leisure and everything relevant to busy young urbanities; Animal Scene, which
focuses on animals from pets to endangered species; Sports Digest for sports aficionados and
healthy entertainment; and Sense and Style Magazine for woman’s fashion and beauty.

On July 01, 2005, Manila Bulletin Publishing Corporation acquired from Liwayway Publishing,
Inc., its Tagalog daily newspaper, Balita, and weekly vernacular magazines, Liwayway, Bisaya,
Hiligaynon and Bannawag including their trade names.

On June 08, 1989, the Board of Directors and Stockholders approved to extend the original
corporate life of fifty (50) years for another 50 years from and after September 25, 2009, the
expiry date of original term. The SEC approved the Amended Articles of Incorporation (“AoI”) on
May 22, 2017.

On September 29, 2016, the Philippine Stock Exchange (PSE) has suspended trading of
Company’s shares until pending submission of its amended AoI showing extension of its
corporate life beyond its original expiry of September 25, 2009. The Company submitted
to the PSE the approved amended AoI and the suspension on the trading of shares
was lifted on June 20, 2017.

The Company is 54.20% owned by U.S. Automotive Co., Inc, which is also incorporated in the
Philippines.

The Company conducts business in its principal office located at Manila Bulletin Building, Muralla
corner Recoletos Street, Intramuros, Manila.

The Company has five hundred eighty-eight (588) and four hunder thirty-six (436) employees as
of December 31, 2018 and 2017, respectively.

The Board of Directors authorized the financial statements for the year ended December 31,
2018 for issue on April 29, 2019.
-2-

2. Basis of Preparation, Statement of Compliance and Summary of Significant Accounting


Policies

Basis of Preparation
The accompanying financial statements of the Company have been prepared on a historical cost
basis, except otherwise stated. The financial statements are presented in Philippine peso, which
is the functional and presentation currency under the Philippine Financial Reporting Standards
(PFRS). All values are rounded to the nearest peso except as otherwise indicated.

Statement of Compliance
The accompanying financial statements have been prepared in accordance with Philippine
Financial Reporting Standards (PFRS). The term PFRS, in general, includes all applicable
PFRS, Philippine Accounting Standards (PAS) and Interpretations issued by former Standing
Interpretations Committee, the Philippine Interpretations Committee and the International
Financial Reporting Interpretations Committee (IFRIC), which have been approved by the
Philippine Financial Reporting Standards Council and adopted by the Philippine SEC.

Changes in Accounting Policies


The accounting policies adopted are consistent with those of the previous financial year except
for the adoption of the following new and amended PFRS which the Company adopted effective
January 1, 2018:

 Amendments to PFRS 2, "Classification and Measurement of Share-based Payment


Transactions"

The amendments address three main areas: the effects of vesting conditions on the
measurement of a cash-settled share-based payment transaction; the classification of a
share-based payment transaction with net settlement features for withholding tax obligations;
and accounting where a modification to the terms and conditions of a share-based payment
transaction changes its classification from cash settled to equity settled.

On adoption, entities are required to apply the amendments to: (1) share-based payment
transactions that are unvested or vested but unexercised as of January 1, 2018, (2) share-
based payment transactions grated on or after January 1, 2018 and to (3) modifications of
share-based payments that occurred in or after January 1, 2018. Retrospective application is
permitted if elected for all three amendments and if it is possible to do so without hindsight.

The Company adopted these amendments although these are not currently applicable since
the Company has no share-based payment transaction.

 PFRS 9, "Financial Instruments"

The Company has adopted PFRS 9 with a date of transition of January 1, 2018, which
resulted in changes in accounting policies and adjustments to the amounts previously
recognized in the financial statements. The Company did not early adopt any of PFRS 9 in
previous periods.

As permitted by the transitional provisions of PFRS 9, the Company elected not to restate
comparative figures. Any adjustments to the carrying amounts of financial assets and
liabilities at the date of transition were recognized in the opening retained earnings and other
reserves of the current period.
-3-

Consequently, for notes disclosures, the consequential amendments to PFRS 7 disclosures


have also only been applied to the current period.

The adoption of PFRS 9 has resulted in changes in accounting policies for recognition,
classification and measurement of financial assets and liabilities and impairment of financial
assets. PFRS 9 also significantly amends other standards dealing with financial instruments
such as PFRS 7, "Financial Instruments: Disclosures" .

Below are the disclosures relating to the impact of the adoption of PFRS 9 on the Company:

a. Classification and measurement of financial instruments

The measurement category and the carrying amount of financial assets in accordance
PAS 39 and PFRS 9 at January 1, 2018 are compared as follows:

2018
Classification under Carrying amount under
PAS 39 PFRS 9 PAS 39 PFRS 9
Cash Loans and Financial assets
receivables at amortized
cost P56,785,770 P56,785,770
Trade and other Loans and Financial assets
receivables* receivables at amortized
cost 1,727,917,199 1,727,917,199
Other noncurrent assets:
Recoverable deposits Loans and Financial assets
receivables at amortized
cost 4,073,536 4,073,536
Investment in club shares AFS financial Financial assets
asset at FVOCI 315,000 315,000
*except for receivables from exchange deal transactions amounting to P97,542,514 (see Note 6)

b. Impairment

The adoption of PFRS 9 has fundamentally changed the Company's accounting for
impairment losses for financial assets by replacing PAS 39's incurred loss approach with
a forward-looking expected credit loss (ECL) approach. PFRS 9 requires the Company to
recognize an allowance for ECL for all debt instruments not held at fair value through
profit or loss and contract assets. The adoption of PFRS 9 ECL approach, however, did
not materially impact the recognized impairment on the Company's financial assets such
as cash and cash equivalents, trade and other receivables and other financial noncurrent
assets.
-4-

 Amendments to PFRS 4, “Insurance Contracts, Applying PFRS 9, Financial Instruments, with


PFRS 4”

The amendments address concerns arising from implementing PFRS 9, the new financial
instruments standard before implementing the insurance contracts standard. The
amendments introduce two options for issuing insurance contracts: a temporary exemption
from applying PFRS 9 and an overlay approach. The temporary exemption is first applied for
reporting periods beginning on or after January 1, 2018. An entity may elect the overlay
approach when it first applies PFRS 9 and apply that approach retrospectively to financial
assets designated on transition to PFRS 9. The entity restates comparative information
reflecting the overlay approach if, and only if, the entity restates comparative information
when applying PFRS 9.

The amendments are not applicable to the Company since it does not have activities that are
predominantly connected with insurance or issue insurance contracts.

 PFRS 15, “Revenue from Contracts with Customers”

PFRS 15 supersedes PAS 11, "Construction Contracts", PAS 18, "Revenue" and related
Interpretations and it applies, with limited exceptions, to all revenue arising from contracts
with its customers. PFRS 15 establishes a five-step model to account for revenue arising
from contracts with customers and requires that revenue be recognized at an amount that
reflects the consideration to which an entity expects to be entitled in exchange for transferring
goods or services to a customer.

PFRS 15 requires entities to exercise judgement, taking into consideration all of the relevant
facts and circumstances when applying each step of the model to contracts with their
customers. The standard also specifies the accounting for the incremental costs of obtaining
a contract and the costs directly related to fulfilling a contract. In addition, the standard
requires extensive disclosures.

The Management of the Company assessed that the application of the amendments did not
have a significant impact on the Company's revenue recognition as the Company has distinct
performance obligation at a fixed price which is to deliver the promised newspapers and
magazines to its dealers and retailers on a daily basis and to publish advertisements from its
advertisers. The Company recognizes revenue as control of the goods is transferred to the
customer at the point of delivery and as services are rendered at the point of publication of
advertisements.
-5-

 PAS 28, “Investments in Associates and Joint Ventures – Measurement of Investees at Fair
Value through Profit or Loss (FVPL) on an Investment-by-Investment Basis” (Part of Annual
Improvements to PFRSs 2014 – 2016 Cycle)

The amendments clarify that an entity that is a venture capital organization, or other qualifying
entity, may elect, at initial recognition on an investment-by-investment basis, to measure its
investments in associates and joint ventures at fair value through profit or loss. They also
clarify that if an entity, that is not itself an investment entity has an interest in an associate or
joint venture that is an investment entity, the entity may, when applying the equity method,
elect to retain the fair value measurement applied by that investment entity associate or joint
venture to the investment entity associate’s or joint venture’s interests in subsidiaries. This
election is made separately for each investment entity associate or joint venture, at the later
of the date on which (a) the investment entity associate or joint venture is initially recognized;
(b) the associate or joint venture becomes an investment entity; and (c) the investment entity
associate or joint venture first becomes a parent. The amendments should be applied
retrospectively, with earlier application permitted. Retrospective applications is required.

The amendments are not applicable since the Company have no investment in associates
and joint ventures.

 Amendments to PAS 40, “Investment Property – Transfers of Investment Property”

The amendments clarify when an entity should transfer property, including property under
construction or development, into, or out of investment property. The amendments state that
a change in use occurs when the property meets, or ceases to meet, the definition of
investment property and there is evidence of the change in use. A mere change in
management’s intentions for the use of a property does not provide evidence of a change in
use. Retrospective application of the amendments is not required and is only permitted if this
is possible without the use of hindsight. The Company adopted these amendments although
these do not have significant impact on the financial statements.

No properties have been transferred in or out of investment property for the years ended
December 31, 2018 and 2017.

 Philippine IFRIC Interpretation 22, “Foreign Currency Transactions and Advance


Consideration”

The interpretation clarifies that in determining the spot exchange rate to use on initial
recognition of the related asset, expense or income (or part of it) on the derecognition of a
nonmonetary asset or nonmonetary liability relating to advance consideration, the date of the
transaction is the date on which an entity initially recognizes the nonmonetary asset or
nonmonetary liability arising from the advance consideration. If there are multiple payments
or receipts in advance, then the entity must determine a date of the transaction for each
payment or receipt of advance consideration. Retrospective application of this interpretation
is not required.

The Company consistently applied this clarification on its financial statements since it has
dollar-denominated transactions.

The adoption of the foregoing new and revised PFRS and PAS will not have any material impact
on the financial statements. Additional disclosures have been included in the notes to financial
statements, as applicable.
-6-

New Accounting Standards, Amendments to Existing Standards and Interpretations


Effective Subsequent to December 31, 2018

The standards, amendments and interpretations which have been issued but not yet effective as
at December 31, 2018 are disclosed below. Except as otherwise indicated, the Company does
not expect the adoption of the applicable new and amended PFRS to have a significant impact
on the financial position or performance.

Effective in 2019

 Amendments to PFRS 9, "Prepayment Features with Negative Compensation"

Under PFRS 9, a debt instrument can be measured at amortized cost or at fair value through
OCI, provided that the contractual cash flows are "solely payments of principal and interest on
the principal amount outstanding" (the SPPI criterion) and the instrument is held within the
appropriate business model for that classification. The amendments to PFRS 9 clarify that a
financial asset passes the SPPI criterion regardless of the event or circumstance that cause
the early termination of the contract and irrespective of which party or receives reasonable
compensation for the early termination of the contract. The amendments should be applied
retrospectively and are effective from January 1, 2019, with earlier application permitted.

These amendments have no impact on the financial statements of the Company.

 PFRS 16, "Leases"

PFRS 16 sets out the principles for the recognition, measurement, presentation and
disclosure of leases and requires lessees to account for all leases under a singe on-balance
sheet model similar to the accounting for finance leases under PAS 17, Leases . The
standard includes two recognition exemptions for lessees - leases of "low-value" assets (e.g.,
personal computers) and short-term leases (i.e., leases with a lease term of 12 months or
less). At the commencement date of a lease, a lessee will recognize a liability to make lease
payments (i.e., the lease liability) and an asset representing the right to use the underlying
asset during the lease term (i.e., the right-of-use asset). Lessees will be required to
separately recognize the interest expense on the lease liability and the depreciation expense
on the right-of-use asset.

Lessees will be also required to remeasure the lease liability upon the occurrence of certain
events (e.g., a change in the lease term, a change in future lease payments resulting from a
change in an index or rate used to determine those payments). The lessee will generally
recognize the amount of the remeasurement of the lease liability as an adjustment to the right-
of-use asset.

Lessor accounting under PFRS 16 is substantially unchanged from today's accounting under
PAS 17. Lessors will continue to classify all leases using the same classification principle as
in PAS 17 and distinguish between two types of leases: operating and finance leases.

PFRS 16 also requires lessees and lessors to make more extensive disclosures than under
PAS 17.

A lessee can choose to apply the standard using either full retrospective or a modified
retrospective approach. The standard's transition provides permit and certain reliefs.

The Company is currently assessing the impact of adopting PFRS 16.


-7-

 Amendments to PAS 19, "Plan Amendment, Curtailment or Settlement"

The amendments to PAS 19 address the accounting when a plan amendment, curtailment or
settlement occurs during a reporting period. The amendments specify that when a plan
amendment, curtailment or settlement occurs during the annual reporting period, an entity is
required to:

 Determine current service cost for the remainder of the period after the plan amendment,
curtailment or settlement, using the actuarial assumptions used to remeasure the net
defined benefit liability (asset) reflecting the benefits offered under the plan and the plan
assets after that event

 Determine net interest for the remainder of the period after the plan amendment,
curtailment or settlement using: the net defined benefit liability (asset) reflecting the
benefits offered under the plan and the plan assets after that event; and the discount rate
used to remeasure that net defined benefit liability (asset).

The amendments also clarify that an entity first determines any past service cost, or a gain or
loss on settlement, without considering the effect of the asset ceiling. This amount is
recognized in profit or loss. An entity then determines the effect of the asset ceiling after the
plan amendment, curtailment or settlement. Any change in that effect, excluding amounts
included in the net interest, is recognized in other comprehensive income.

The amendments apply to plan amendments, curtailments, or settlements occurring on or


after the beginning of the first annual reporting period that begins on or after January 1, 2019,
with early application permitted. These amendments will apply only to any future plan
amendments, curtailments, or settlements of the Company.

 Amendments to PAS 28, "Long-term Interests in Associates and Joint Ventures "

The amendments clarify that an entity applies PFRS 9 to long-term interests in an associate
or joint venture to which the equity method is not applied but that, in substance, form part of
the net investment in the associate or joint venture (long-term interests). This clarification is
relevant because it implies that the expected credit loss model in PFRS 9 applies to such
long-term interests.

The amendments also clarified that, in applying PFRS 9, an entity does not take account of
any losses of the associate or joint venture, or any impairment losses on the net investment,
recognized as adjustments to the net investment in the associate or joint venture that arise
from applying PAS 28, Investments in Associates and Joint Ventures.

The amendments should be applied retrospectively and are effective from January 1, 2019,
with early application permitted. The amendments will not have an impact on the Company’s
financial statements.

Annual Improvements to PFRSs 2015-2017 Cycle


The Annual Improvements to PFRSs (2015-2017 cycle) are effective for annual periods
beginning 2019 and are not expected to have a material impact on the Company.
-8-

 Amendments to PFRS 3, "Business Combinations" and PFRS 11, "Joint Arrangements",


Previously Held Interest in a Joint Operation

The amendments clarify that, when an entity obtains control of a business that is joint
operation, it applies the requirements for a business combination achieved in stages,
including remeasuring previously held interests in the asset and liabilities of joint operation at
fair value. In doing so, the acquirer remeasures its entire previously held in trust in trust in
the joint operation.

A party that participates in, but does not have joint control of, a joint operation might obtain
joint control of the joint operation in which the activity of the joint operation constitutes a
business as defined in PFRS 3. The amendments clarify that the previously held interests in
that joint operation are not remeasured.

An entity applies those amendments to business combinations for which the acquisition
date is on or after the beginning of the first annual reporting period beginning on or after
January 1, 2019 and to transactions in which it obtains joint control on or after the beginning
of the first annual reporting period beginning on or after January 1, 2019, with early
application permitted. These amendments are not applicable to the Company.

 Amendments to PAS 12, "Income Taxes Consequences of Payments on Financial


Instruments Classified as Equity"

The amendments clarify that the income tax consequences of dividends are linked more
directly to past transactions or events that generated distributable profits than to distributions
to owners. Therefore, an entity recognizes the income tax consequences of dividends in
profit or loss, other comprehensive income or equity according to where the entity originally
recognized those past transactions or events.

An entity applies those amendments for annual reporting periods beginning on or after
January 1, 2019, with early application is permitted. These amendments are not relevant to
the Company because dividends declared by the Company do not give rise to tax obligations
under the current tax laws.

 PAS 23, "Borrowing Costs, Borrowing Costs Eligible for Capitalization"

The amendments clarify that an entity treats as part of general borrowings any borrowing
originally made to develop a qualifying asset when substantially all of the activities necessary
to prepare that asset for its intended use or sale are complete.

An entity applies those amendments to borrowing costs incurred on or after the beginning of
the annual reporting period in which the entity first applies those amendments. An entity
applies those amendments for annual reporting periods beginning on or after January 1,
2019, with early application permitted.

Since the Company's current practice is in line with these amendments, the Company does
not expect any effect on its financial statements upon adoption.

The adoption of the foregoing new and revised PFRS and PAS will not have any material impact
on the financial statements. Additional disclosures have been included in the notes to financial
statements, as applicable.
-9-

Effective in 2020

 PFRS 3, "Definition of a Business"

The amendments to PFRS 3 clarify the minimum requirements to be a business, remove the
assessment of a market participant’s ability to replace missing elements, and narrow the
definition of outputs. The amendments also add guidance to assess whether an acquired
process is substantive and add illustrative examples. An optional fair value concentration test
is introduced which permits a simplified assessment of whether an acquired set of activities
and assets is not a business.

An entity applies those attachments prospectively for annual reporting periods beginning on
or ager January 1, 2020, with earlier application permitted.

The amendments will apply on future business combinations of the Company.

 PAS 1, "Presentation of Financial Statements" and PAS 8, "Accounting Policies, Changes in


Accounting Estimates and Errors, Definition of Material"

The amendments refine the definition of material in PAS 1 and align the definitions used
across PFRSs and other pronouncements. They are intended to improve the understanding
of the existing requirements rather than to significantly impact an entity's materiality
judgements.

An entity applies those attachments prospectively for annual reporting periods beginning on
or after January 1, 2020, with earlier application permitted.

Effective in 2021

 Accounting Standards in PFRS 17, "Insurance Contracts"

PFRS 17 is a comprehensive new accounting standard for insurance contracts covering


recognition and measurement, presentation and disclosure. Once effective, PFRS 17 will
replace PFRS 4, "Insurance Contracts" . This new standard on insurance contracts applies to
all types of insurance contracts (i.e., life, non-life, direct insurance and re-insurance),
regardless of the type of entities that issue them, as well as to certain guarantees and
financial instruments with discretionary participation features. A few scope exceptions will
apply.

The overall objective of PFRS 17 is to provide an accounting model for insurance contracts
that is more useful and consistent for insurers. In contrast to the requirements in PFRS 4,
which are largely based on grandfathering previous local accounting policies, PFRS 17
provides a comprehensive model for insurance contracts, covering all relevant accounting
aspects. The core of PFRS 17 is the general model, supplemented by:

 A specific adaption for contracts with direct participation features (the variable fee
approach)
 A simplified approach (the premium allocation approach) mainly for short-duration
contracts.

PFRS 17 is effective for reporting periods beginning on or before January 1, 2021, with
comparative figures required. Early application is permitted.
- 10 -

The amendments are not applicable to the Company since the Company does not have
activities that are predominantly connected with insurance or issue insurance contracts.

Deferred

 Amendments to PFRS 10, "Consolidated Financial Statements" , and PAS 28, "Investments
in Associates and Joint Ventures – Sale or Contribution of Assets between an Investor and
its Associate or Joint Venture"

The amendments address the conflict between PFRS 10 and PAS 28 in dealing with the loss
of control of a subsidiary that is sold or contributed to an associate or joint venture. The
amendments clarify that a full gain or loss is recognized when a transfer to an associate or
joint venture involves a business as defined in PFRS 3. Any gain or loss resulting from the
sale or contribution of assets that does not constitute a business, however, is recognized only
to the extent of unrelated investors’ interests in the associate or joint venture.

On January 13, 2016, the Financial Reporting Standards Council deferred the original
effective date of January 1, 2016 of the said amendments until the International Accounting
Standards Board (IASB) completes its broader review of the research project on equity
accounting that may result in the simplification of accounting for such transactions and of
other aspects of accounting for associates and joint ventures.

Adoption of these amendments when they become effective will not have any impact on the
financial statements.

 Amendments to PFRS 9, "Financial Instruments (Hedge Accounting and Amendments to


PFRS 9, PFRS 7 and PAS 39)"

The amendments require the inclusion of general hedge accounting model in the notes
disclosure to the financial statements. The amendments allow early adoption of the
requirement to present fair value changes due to own credit on liabilities designated as at fair
value through profit or loss to be presented in the other comprehensive income.

These amendments are not applicable to the Company and expected not to have impact on
the financial statements.

Significant Accounting Policies

Current versus noncurrent classification

The Company presents assets and liabilities in the statements of financial position based on
current or noncurrent classification. An asset is current when it is:

 Expected to be realized or intended to be sold or consumed in the normal operating cycle;


 Held primarily for the purpose of trading;
 Expected to be realized within twelve months after the reporting period; or
 Cash or cash equivalent unless restricted from being exchanged or used to settle a liability
for at least twelve months after the reporting period

All other assets are classified as noncurrent.


- 11 -

A liability is current when:

 It is expected to be settled in the normal operating cycle;


 It is held primarily for the purpose of trading;
 It is due to be settled within twelve months after the reporting period; or
 There is no unconditional right to defer the settlement of the liability for at least twelve months
after the reporting period

All other liabilities are classified as noncurrent.

Deferred income tax assets are classified as noncurrent assets.

Fair Value Measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date. The fair value
measurement is based on the presumption that the transaction to sell the asset or transfer the
liability takes place either:

 In the principal market for the asset or liability, or


 In the absence of a principal market, in the most advantageous market for the asset or
liability.

The principal or the most advantageous market must be accessible to the Company.

The fair value of an asset or a liability is measured using the assumptions that market
participants would use when pricing the asset or liability, assuming that market participants act in
their economic best interest.

A fair value measurement of a nonfinancial asset takes into account a market participants' ability
to generate economic benefits by using the asset in its highest and best use or by selling it to
another market participant that would use the asset in its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which
sufficient data are available to measure fair value, maximizing the use of relevant observable
inputs and minimizing the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements
are categorized within the fair value hierarchy, described as follows, based on the lowest level
input that is significant to the fair value measurement as a whole:

 Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities
 Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the
asset or liability, either directly or indirectly
 Level 3 - Inputs are unobservable inputs for the asset or liability

For assets and liabilities that are recognized in the financial statements on a recurring basis, the
Company determines whether transfers have occurred between Levels in the hierarchy by re-
assessing categorization (based on the lowest level input that is significant to the fair value
measurement as a whole) at the end of each reporting period.
- 12 -

For the purpose of fair value disclosures, the Company has determined classes of assets and
liabilities on the basis of the nature, characteristics and risks of the assets or liability and the
level of the fair value hierarchy.

Financial Instruments
Financial instruments is any contract that gives rise to a financial asset of one entity or a financial
liability or equity instrument of another enity.

Date of Recognition
The Company recognizes a financial asset or a financial liability in the statements of financial
position when it becomes a party to the contractual provisions of a financial instrument. In the
case of a regular way purchase or sale of financial assets, recognition and derecognition, as
applicable, is done using settlement date accounting.

"Day 1" Difference


Where the transaction in a non-active market is different from the fair value of other observable
current market transactions in the same instrument or based on a valuation technique whose
variables include only data from observable market, the Company recognizes the difference
between the transaction price and fair value (a “Day 1” difference) in profit or loss. In cases
where there is no observable data on inception, the Company deems the transaction price as the
best estimate of fair value and recognizes “Day 1” difference in profit or loss when the inputs
become observable or when the instrument is derecognized. For each transaction, the
Company determines the appropriate method of recognizing the “Day 1” difference.

Financial Assets

Initial Recognition
Financial assets are recognized initially at fair value, which is the fair value of the consideration
given. The initial measurement of financial assets, except for those designated at fair value
through profit or loss (FVPL), includes transaction cost.

Classification
The Company classifies its financial assets at initial recognition under the following categories:
(a) financial assets at amortized cost, (b) financial assets at fair value through other
comprehensive income (FVOCI), and ( c) financial assets at FVPL. The classification of a
financial asset at initial recognition largely depends on the Company's business model for
managing the asset and its contractual cash flow characteristics.

Financial Assets at Amortized Cost


Financial assets are measured at amortized cost if both of the following are met:

 The financial asset is held within a business model whose objective is to hold financial assets
in order to collect contructual cash flows; and

 The contructual terms of the financial assets give rise, on specified dates, to cash flows that
are solely payments of principal and interest on the principal amount outstanding.
- 13 -

After initial recognition, financial assets at amortized cost are subsequently measured at
amortized cost using the effective interest method, less any allowance for impairment.
Amortized cost is calculated by taking into account any discount or premium on acquisition and
fees that are an integral part of the effective interest rate. Gains and losses are recognized in
profit or loss when the financial assets are derecognized and through amortization process.
Financial assets at amortized cost are included under current assets if realizability or
collectability is within 12 months after the reporting period. Otherwise, these are classified as
noncurrent assets.

As at December 31, 2018 and 2017, the Company’s cash, trade and other receivables (except
receivables from exchange deal transactions) and recoverable deposits (under other noncurrent
assets) are classified under this category.

Debt Instuments at FVOCI


Fo debt instruments that are not designated at FVPL under the fair value option, the financial
assets are measured at FVOCI if both of the following conditions are met:

 The financial asset is held within a business model whose objective is achieved by both
collecting contractual cash flows and selling the financial assets; and

 The contractual terms of the financial assets give rise, on specified dates, to cash flows that
are solely payments of principal and interest on the principal amount outstanding.

After initial recognition, interest income (calculated using the effective interest rate method),
foreign currency gains or losses and impairment gains or losses of debt instruments measured
at FVOCI are recognized directly in profit or loss. When the financial asset is derecognized, the
cumulative gains or losses previously recognized in OCI are classified from equity to profit or
loss as a reclassification adjustment.

As at December 31, 2018 and 2017, the Company does not have debt insturments at FVOCI.

Equity Instuments at FVOCI


For equity instruments that are not held for trading, the Company may irrevocably designate, at
initial recognition, a financial asset to be measured at FVOCI when it meets the definition of
equity instrument under PAS 32, "Financial Instruments: Presentation". This option is available
and made on an instrument by instrument basis.

Dividends from equity instruments held at FVOCI are recognized in profit or loss when the right
to receive payment is established, unless the dividend clearly represents a recovery of part of
the cost of the investment. All other gains or losses from equity instruments are recognized in
OCI and presented in the equity section of the statements of financial position. These fair value
changes are recognized in equity and are not reclassified to profit or loss in subsequent periods,
instead, these are transferred directly to retained earnings.

As at December 31, 2018 and 2017, the Company irrevocably designated it investment in club
shares as financial assets at FVOCI (see Note 12).
- 14 -

Financial Assets at FVPL


Financial assets that do not meet the criteria for being measured at amortized cost or FVOCI are
classified under this category. Specifically, financial assets at FVPL include financial assets that
are (a) held for trading, (b) designated upon initial recognition at FVPL, or ( c) mandatorily
required to be measured at fair value. Financial assets are classified as held for trading if they
are acquired for the purpose of selling or repurchasing in the near term. Derivatives, including
separated embedded derivatives, are also classified as held for trading unless they are
designated as effective hedging instruments.

This category includes debt instruments whose cash flows, based on the assessment at initial
recognition of the assets, are not “solely for payment of principal and interest”, and which are not
held within a business model whose objective is either to collect contractual cash flows or to both
collect contractual cash flows and sell.

This category also includes equity instruments which the Company had not irrevocably elected to
classify at FVOCI at initial recognition

After initial recognition, financial assets at FVPL are subsequently measured at fair value. Gains
or losses arising from the fair valuation of financial assets at FVPL are recognized in profit or
loss.

As at December 31, 2018 and 2017, the Company does not have financial assets at FVPL.

Reclassification
The Company reclassifies its financial assets when, and only when, it changes its business
model for managing those financial assets. The reclassification is applied prospectively from the
first day of the first reporting period following the change in the business model (reclassification
date).

For a financial asset reclassified out of the financial assets at amortized cost category to
financial assets at FVPL, any gain or loss arising from the difference between the previous
amortized cost of the financial asset and fair value is recognized in profit or loss.

For a financial asset reclassified out of the financial assets at amortized cost category to
financial assets at FVOCI, any gain or loss arising from a difference between the previous
amortized cost of the financial asset and fair value is recognized in OCI.

For a financial asset reclassified out of the financial assets at FVPL category to financial assets
at amortized cost, its fair value at the reclassification date becomes its new gross carrying
amount.

For a financial asset reclassified out of the financial assets at FVOCI category to financial assets
at amortized cost, any gain or loss previously recognized in OCI, and any difference between the
new amortized cost and maturity amount, are amortized to profit or loss over the remaining life of
the investment using the effective interest method. If the financial asset is subsequently
impaired, any gain or loss that has been recognized in OCI is reclassified from equity to profit or
loss.

In the case of a financial asset that does not have a fixed maturity, the gain or loss shall be
recognized in profit or loss when the financial asset is sold or disposed. If the financial asset is
subsequently impaired, any previous gain or loss that has been recognized in OCI is reclassified
from equity to profit or loss.
- 15 -

For a financial asset reclassified out of the financial assets at FVPL category to financial assets
at FVOCI, its fair value at the reclassification date becomes its new gross carrying amount.
Meanwhile, for a financial asset reclassified out of the financial assets at FVOCI category to
financial assets at FVPL, the cumulative gain or loss previously recognized in OCI is reclassified
from equity to profit or loss as a reclassification adjustment at the reclassification date.

Impairment of Financial Assets at Amortized Cost and FVOCI


The Company recognizes an allowance for ECL for all debt instruments not held at FVPL. ECL
is based on the difference between the contractual cash flows due in accordance with the
contract and all the cash flows that the Company expects to receive, discounted at an
approximation to the asset’s original effective interest rate. The expected cash flows will include
cash flows from the sale of collateral held or other credit enhancements that are integral to the
contractual terms.

For trade receivables, the Company has applied the simplified approach and has calculated ECL
based on the lifetime ECL. The Company has established a provision matrix that is based on its
historical credit loss experience, adjusted for forward-looking factors specific to its customers
and the economic environment.

For other debt instruments measured at amortized cost and FVOCI, the ECL is based on the12-
month ECL, which pertains to the portion of lifetime ECLs that result from default events on a
financial instrument that are possible within 12 months after the reporting date. However, when
there has been a significant increase in credit risk since initial recognition, the allowance will be
based on the lifetime ECL. When determining whether the credit risk of a financial asset has
increased significantly since initial recognition, the Company compares the risk of a default
occurring on the financial instrument as at the reporting date with the risk of a default occurring
on the financial instrument as at the date of initial recognition. The Company also considers
reasonable and supportable information, that is available without undue cost or effort, that is
indicative of significant increases in credit risk since initial recognition.

The Company considers a financial asset in default when contractual payments are 120 days
past due unless it is demonstrated that the non-payment was an administrative oversight rather
than resulting from financial difficulty of the borrower. However, in certain cases, the Company
may also consider a financial asset to be in default when internal or external information
indicates that the Company is unlikely to receive the outstanding contractual amounts in full
before taking into account any credit enhancements held by the Company. A financial asset is
written off when there is no reasonable expectation of recovering the contractual cash flows.

Derecognition
A financial asset (or where applicable, a part of a financial asset or part of a group of similar
financial assets) is derecognized when:

 The right to receive cash flows from the asset has expired;

 The Company retains the right to receive cash flows from the financial asset, but has
assumed an obligation to pay them in full without material delay to a third party under a "pass-
through" arrangement; or

 The Company has transferred its right to receive cash flows from the financial asset and
either (a) has transferred substantially all the risks and rewards of the asset, or (b) has either
transferred nor retained substantially all the risks and rewards of the asset, but has
transferred control of the asset.
- 16 -

When the Company has transferred its right to receive cash flows a financial asset or has
entered into a pass-through arrangement, and has neither transferred nor retained substantially
all the risks and rewards of ownership of the financial asset nor transferred control of the
financial asset, the financial asset is recognized to the extent of the Company’s continuing
involvement in the financial asset. Continuing involvement that takes the form of a guarantee
over the transferred financial asset is measured at the lower of the original carrying amount of
the financial asset and the maximum amount of consideration that the Company could be
required to repay.

Financial Liabilities

Initial measurement
Financial liabilities are recognized initially at fair value, which is the fair value of the consideration
received. In case of financial liabilities at amortized costs, the initial measurement is net of any
directly attributable transaction costs.

Classification and Subsequent Measurement


The Company classifies its financial liabilities at initial recognition as either financial liabilities at
FVPL or financial liabilities at amortized cost.

As at December 31, 2018 and 2017, the Company does not have liabilities at FVPL.

Financial Liabilities at Amortized Cost


Financial liabilities are categorized as financial liabilities at amortized cost when the substance of
the contractual arrangement results in the Company having an obligation either to deliver cash or
another financial asset to the holder, or to settle the obligation other than by the exchange of a
fixed amount of cash or another financial asset for a fixed number of its own equity instruments.

After initial recognition, these financial liabilities are subsequently measured at amortized cost
using the effective interest method. Amortized cost is calculated by taking into account any
discount or premium on the issue and fees that are an integral part of the effective interest rate.

As at December 31, 2018 and 2017, the Company’s trade and other payables (except statutory
payables), trust receipts payable and loans payable are classified under this category.

Derecognition
A financial liability is derecognized when the obligation under the liability is discharged, cancelled
or has expired. When an 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 the statements of comprehensive income.

Fair Value Option


The Company may, at initial recognition, irrevocably designate a financial asset or liability that
would otherwise have to be measured at amortized cost or fair value through other
comprehensive income to be measured at fair value through profit or loss if doing so would
eliminate or significantly reduce an accounting mismatch or otherwise results in more relevant
information.
- 17 -

Classification of Financial Instrument between Liability and Equity


A financial instrument is classified as liability if it provides for a contractual obligation to:

 Deliver cash or another financial asset to another entity;

 Exchange financial assets or financial liabilities with another entity under conditions that are
potentially unfavorable to the Company; or

 Satisfy the obligation other than by the exchange of a fixed amount of cash or another
financial asset for a fixed number of own equity shares.

If the Company does not have an unconditional right to avoid delivering cash or another financial
asset to settle its contractual obligation, the obligation meets the definition of a financial liability.

Offsetting of Financial Assets and Liabilities


Financial assets and financial liabilities are offset and the net amount reported in the statements
of financial position if, and only if, there is a currently enforceable legal right to offset the
recognized amounts and there is 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 statements of financial position.

Cash
Cash include cash on hand and in banks.

Trade and other receivables


Trade and other receivables are initially measured at its fair value plus transaction costs and
subsequently stated at amortized cost using the effective interest method, less allowance for
ECL and impairment, if any. Impairment is considered when there is objective evidence that the
Company will not be able to collect the debts.

The allowance for impairment loss is the estimated amount of probable losses arising from non-
collection based on past collection experience and management’s review of the current status of
the long-outstanding receivables.

Short-term trade and other receivables with no stated interest rate are measured at the original
invoice amount if the effect of discounting is immaterial.

Trade and other payables


Trade and other payables are liabilities to pay for goods or services that have been received or
supplied and have been invoiced or formally agreed with the supplier.

Trade and other payables are measured initially at their fair value and subsequently recognized
at amortized costs less settlement payments.

Inventories
Inventories are valued at the lower of cost or net realizable value (NRV). NRV is the estimated
selling price in the ordinary course of business, less estimated costs of completion and the
estimated costs necessary to make the sale. Cost is determined by the weighted average
method for newsprint and by first-in, first-out method for machinery spare parts and supplies.
Cost comprises all costs of purchase, handling costs and other costs incurred in bringing the
inventories to the present location or condition.
- 18 -

Allowance is provided for obsolescence due to deterioration, damage, bad quality, age and
technological changes. Full obsolescence allowance is provided when the inventory is non-
moving for more than one year. An allowance for market decline is also provided equivalent to
the difference between the cost and the NRV of inventories. When inventories are sold, the
related allowance is reversed in the same period.

Newsprint and printing supplies are consumed upon withdrawal from the storeroom for use in
the daily printing of newspapers and magazines.

Property, Plant and Equipment


Property, plant and equipment, except for land, are stated at cost less any accumulated
depreciation. Cost of an item of property, plant and equipment comprises of its purchase price
and any cost attributable in bringing the asset to its intended location and working condition. The
cost of self-constructed assets includes the costs of materials and direct labor, and any other
cost directly attributable to bringing the asset to a working condition for its intended use, and the
costs of dismantling and removing the items and restoring to site on which they are located.
Cost also includes interest and other financing charges on borrowed funds used to finance the
acquisition of property, plant and equipment to the extent incurred during the period of
installation and construction.

Land is stated at cost less impairment in value, if any.

Major spare parts and stand-by equipment items that the Company expects to use more than
one (1) period and can be used only in connection with an item of property, plant and equipment

When parts of an item of property, plant and equipment have different useful lives, they are
accounted for as separate items (major components) of property, plant and equipment.

Construction in progress, included in property, plant and equipment, is stated at cost. This cost
includes cost of construction and other direct costs. Construction in progress is not depreciated
until such time as the relevant assets are completed and put into operational use.

Projects under construction are transferred to the related property, plant and equipment account
when the construction or installation and related activities necessary to prepare the property,
plant and equipment for their intended use are completed, and the property, plant and equipment
are ready for service.

The cost of replacing an item of property, plant and equipment is recognized in the carrying
amount of the item if it is probable that the future economic benefits embodied within the part will
flow to the Company and its cost can be measured reliably. The cost of the day-to-day servicing
of property, plant and equipment are recognized in profit or loss as incurred.

The carrying values of property, plant and equipment are reviewed for impairment when events
or changes in the circumstances indicate that the carrying values may not be recoverable.

Depreciation and amortization of property, plant and equipment commence, once the property,
plant and equipment are available for use (i.e. when it is in the location and condition necessary
for it to be capable of operating in the manner intended by the Company) and are computed
using the straight-line method over the estimated useful lives (EUL) of the assets regardless of
utilization. Depreciation is recognized in profit or loss.
- 19 -

The EUL for each item of property, plant and equipment of the Company are as follows:

Buildings 10-20 years


Leasehold improvements 5-10 years
Machineries, tools and equipment 10-15 years
Furniture, fixtures and equipment 3-10 years
Transportation equipment 3-7 years

The estimated useful lives and depreciation and amortization method are reviewed periodically
to ensure that these are consistent with the expected pattern of economic benefits from items of
property, plant and equipment.

An item of property, plant and equipment is derecognized upon disposal or when no future
economic benefits are expected to arise from the continued use of the asset. Any gain or loss
arising on derecognition of the asset (calculated as the difference between the net disposal
proceeds and the carrying amount of the item) is included in the statements of comprehensive
income, in the year the item is derecognized.

Goodwill
Goodwill represents the excess of cost of the acquisition over the fair value of identifiable net
assets of the investee at the date of acquisition which is not identifiable to specific assets.
Following initial recognition, goodwill is measured at cost less any accumulated impairment
losses.

Goodwill with indefinite useful life is tested for impairment annually either individually or at the
cash-generating unit level. Goodwill on acquisitions is not amortized but is reviewed for
impairment, annually or more frequently if events of changes in circumstances indicate that the
carrying value may be impaired. If not, the change in the useful life from indefinite to finite is
made on a prospective basis.

Goodwill is derecognized on disposal, or when no future economic benefits are expected from
use or disposal. Gains or losses arising from derecognition of goodwill is measured as the
difference between net disposal proceeds and the carrying amount of the assets, are recognized
in profit or loss when the asset is derecognized.

Investment Property
Investment property consists of land which is being held for capital appreciation. It is measured
initially at cost, including transaction costs. Subsequent to initial recognition, investment property
is stated at cost less impairment, if any.

An investment property is derecognized when either it has been disposed of or when the
investment property is permanently withdrawn from use or no future economic benefit is
expected from its disposal.

Other Nonfinancial Assets


Other nonfinancial assets include the following:

Prepayments
Prepayments are expenses paid in advance and recorded as assets before these are utilized.
Prepayments are apportioned over the period covered by the payment and included in profit or
loss when incurred. Prepayments that are expected to be realized within 12 months after the
financial reporting period are classified as current assets. Otherwise, these are classified as
noncurrent assets.
- 20 -

Value-Added Tax (VAT)


Revenue, expenses and assets are generally recognized net of the amount of VAT. The net
amount of VAT payable to the taxation authority is the net amount of input VAT and output VAT
presented under "Other Current Asset" and "Trade and Other Payables", respectively.

Impairment of Nonfinancial Assets


The carrying values of property, plant and equipment, goodwill, investment property and other
nonfinancial assets are reviewed for impairment when events or changes in circumstances
indicate the carrying values may not be recoverable. If any such indication exists and when the
carrying value of an asset exceeds its estimated recoverable amount, the asset or cash
generating unit are written down to their recoverable amounts. The recoverable amount of the
asset is the greater of the fair value less cost of disposal or value in use. The fair value less cost
of disposal is the amount obtainable from the sale of an asset in an arm's-length transaction. 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 assessments 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 cash generating unit to
which the asset belongs. Impairment losses are recognized in profit or loss.

An assessment is made at each reporting date as to whether there is any indication that
previously recognized impairment losses may no longer exist or may have decreased. If such
indication exists, the recoverable amount is estimated. A previously recognized impairment loss
is reversed only if there has been a change in the estimates used to determine the asset’s
recoverable amount since the last impairment loss was recognized. In such instance, the
carrying amount of the asset is increased to its recoverable amount. However, that increased
amount cannot exceed the carrying amount that would have been determined, net of
depreciation and amortization, had no impairment loss been recognized for the asset in prior
years. Such reversal is initially recognized as a deduction in revaluation reserves then in profit or
loss. After such reversal, the depreciation and amortization charges are adjusted in future years
to allocate the asset’s revised carrying amount, on a systematic basis over its remaining useful
life.

Provisions, Contingent Liabilities and Contingent Assets


Provisions are recognized when the Company has a present obligation, either legal or
constructive, as a result of a past event, it is probable that an outflow of resources embodying
economic benefits will be required to settle the obligation, and the amount of the obligation can
be estimated reliably. When the Company expects reimbursement of some or all of the
expenditure required to settle a provision, the entity recognizes a separate asset for the
reimbursement only when it is virtually certain that reimbursement will be received when the
obligation is settled.

The amount of the provision recognized is the best estimated of the consideration required to
settle the present obligation at the statements of financial position, taking into account the risks
and uncertainties surrounding the obligations. When a provision is measured using the cash
flows estimated to settle the present obligation, its carrying amount is the present value of those
cash flows.

Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate.
- 21 -

Contingent liabilities and assets are not recognized because their existence will be confirmed
only by the occurrence or non-occurrence of one or more uncertain future events not wholly
within the control of the entity. Contingent liabilities, if any, are disclosed, unless the possibility of
an outflow of resources embodying economic benefits is remote. Contingent assets are
disclosed only when an inflow of economic benefits is probable.

Equity
Share capital is measured at par value for all shares issued. Incremental costs incurred directly
attributable to the issuance of new shares are shown in equity as a deduction of proceeds, net of
tax. Proceeds and/or fair value of considerations received in excess of par value are recognized
as additional paid-in capital (“APIC”), if any.

Retained Earnings
Retained earnings represent the cumulative balance of results of operations, net of any dividend
declaration.

Unappropriated retained earnings pertain to the unrestricted portion available for dividend
declaration. Appropriated retained earnings pertain to the restricted portion which is intended for
expansion projects and other significant business activities of the Company.

The Company recognizes a liability to pay dividends when the distribution is authorized and no
longer at the discretion of the Company. A corresponding amount is recognized directly in
equity. Stock dividends result in movement within the equity when approved by the stockholders
and BOD of the Company.

Treasury Shares
Treasury shares represent issued shares repurchased by the Company. The consideration paid,
including any directly attributable incremental costs, net of related taxes, is deducted from equity
until the shares are cancelled, reissued or disposed of. Where such shares are subsequently
sold or reissued, any consideration received, net of any directly attributable incremental
transaction costs and the related taxes, is included in equity attributable to the equity holders of
the Company.

Revenue and Cost Recognition


Revenue from contract with customers is recognized when the performance obligation in the
contract has been satisfied, either at a point in time or over time. Revenue is recognized over
time if one of the following criteria is met: (a) the customer simultaneously receives and
consumes the benefits as the Company perform its obligations; (b) the Company’s performance
creates or enhances an asset that the customer controls as the asset is created or enhanced; or
(c) the Company’s performance does not create an asset with an alternative use to the Company
and the Company has an enforceable right to payment for performance completed to date.
Otherwise, revenue is recognized at a point in time.

The Company also assesses its revenue arrangements to determine if it is acting as a principal
or as an agent. The Company has assessed that it acts as a principal in its revenue
arrangements.

The following specific recognition criteria must also be met before revenue is recognized:

Advertising
Advertising revenue is recognized as income on the dates the advertisements are published.
The fair values of barter transactions from advertisements exchanged for assets or services
are included in advertising revenue and the related accounts.
- 22 -

Goods received in exchange for advertisement pursuant to ex-deal transactions executed


between the Company and its customers are recorded at fair value of assets received or
receivable. When the fair value of the consideration received cannot be measured reliably,
the revenue is measured at the fair value of services provided, adjusted by the amount of any
cash or cash equivalents transferred.

Circulation
Revenue from circulation which consists of sales of daily newspapers and the weekly and
monthly magazines is recognized upon delivery, when the significant risks and rewards of
ownership of the goods have passed to the buyer and the amounts of revenue can be
measured reliably. This is stated net of sales discounts, returns and allowances.

Rental income
Rental income is recognized in the statements of comprehensive income when earned in
accordance with the term of the lease agreement and on a straight-line basis over the term of
the lease.

Dividend income
Dividend income from investment is recognized in the period in which the Company’s right to
receive payment has been established.

Royalty income
Royalty income is recognized as the royalty accrues in accordance with the substance of the
relevant agreement.

Interest Income
Revenue is recognized as interest accrues taking into account the effective yield on the
asset.

Other Income
Income from other sources is recognized when earned during the period.

Cost and Expense Recognition


Costs and expenses are recognized in the statements of comprehensive income when a
decrease in future economic benefit related to a decrease in an asset or an increase of a liability
has arisen that can be measured reliably.

Cost of Sales and Services


Cost of sales and services are recognized as expense when the related goods are delivered to
and accepted by customers or when services are rendered to customers.

Operating Expenses
Operating expenses constitute cost of administering the business and cost incurred to sell and
market the goods. These include advertising and freight and handling, among others. These
are expensed as incurred.

Employee Benefits
Short-term benefits
The Company recognizes short-term employee benefits based on contractual arrangements with
employees. Unpaid portion of the short-term employee benefits is measured on an
undiscounted basis and is included as part of “Trade and other payables” account in the
statements of financial position.
- 23 -

Retirement Benefit
The net defined benefit liability or asset is the aggregate of the present value of the defined
benefit obligation at the end of the reporting period reduced by the fair value of plan assets, if
any, and adjusted for any effect of limiting a net defined benefit asset to the asset ceiling. The
asset ceiling is the present value of any economic benefits available in the form of refunds from
the plan or reductions in future contributions to the plan.

The cost of providing benefits under the defined benefit plan is actuarially determined using the
projected unit credit method.

Defined benefit cost comprise the following:


 Service cost;
 Net interest on the net defined benefit liability or asset; and
 Remeasurements of net defined benefit liability or asset.

Service costs which include current service costs, past service costs and gains or losses on non-
routine settlements are recognized as expense in profit or loss. Past service costs are
recognized when plan amendment or curtailment occurs. These amounts are calculated
periodically by independent qualified actuaries.

Net interest on the net defined benefit liability or asset is the change during the period in the net
defined liability or asset that arises from the passage of time which is determined by applying the
discount rate based on government bonds to the net defined benefit liability or asset. Net interest
on the net defined benefit liability or asset is recognized as expense or income in the statements
of comprehensive income.

Remeasurements comprising actuarial gains and losses, return on plan assets (excluding net
interest on defined benefit asset) and any change in the effect of the asset ceiling (excluding net
interest on defined benefit liability) are recognized immediately in other comprehensive income in
the period in which they arise. Remeasurements are not classified to profit or loss in the
subsequent periods. All remeasurements recognized in the other comprehensive income
account ‘Remeasurement gains (losses) on retirement benefit plan’ are not classified to another
equity account in subsequent periods.

Plan assets are assets that are held by a long-term employee benefit fund or qualified insurance
policies. Plan assets are not available to the creditors of the Company, nor can they be paid
directly to the Company. Fair value of plan assets is based on market price information. When
no market price is available, the fair value of plan assets is estimated by discounting expected
future cash flows using a discount rate that reflects both the risk associated with the plan assets
and the maturity or expected disposal date of those assets (or, if they have no maturity, the
expected period until the settlement of the related obligations).

The Company’s right to be reimbursed of some or all of the expenditure required to settle a
defined benefit obligation is recognized as a separate asset at fair value when and only when
reimbursement is virtually certain.
- 24 -

Leases
The determination of whether an arrangement is, or contains a lease, is based on the substance
of the arrangement at inception date, and requires an assessment of whether the fulfilment of
the arrangement is dependent on the use of a specific asset or assets and the arrangement
conveys a right to use the asset. A reassessment is made after the inception of the lease only if
one of the following applies:

a. there is a change in the contractual terms, other than a renewal or extension of the
arrangement;

b. a renewal option is exercised or an extension granted, unless that term of the renewal or
extension was initially included in the lease term;

c. there is a change in the determination of whether fulfilment is dependent on a specified asset;


or

d. there is a substantial change to the asset.

When a reassessment is made, lease accounting shall commence or cease from the date when
the change in circumstances gave rise to the reassessment for any of the scenarios above, and
at the date of renewal or extension period for the scenario.

Operating Lease – The Company as a Lessee


Lease expenses from operating leases entered by the Company are recognized in the
statements of comprehensive income on the basis of the terms of the lease agreement.

Operating Lease – The Company as a Lessor


Assets subject to operating lease are recognized in the statements of financial position
according to the nature of the assets.

Rental income from operating lease is recognized in income on a straight-line basis over the
lease term.

Borrowing Costs
Borrowing costs are generally recognized as expense in the year in which these costs are
incurred.

However, borrowing costs that directly attributable to the acquisition, construction or production
of a qualifying asset are capitalized. Capitalization of borrowing costs commences when the
activities necessary to prepare the asset for intended use are in progress and expenditures and
borrowing costs are being incurred. Borrowing costs are capitalized until the asset is available for
their intended use. It includes interest expense, finance charges in respect of finance leases and
exchange differences arising from foreign currency borrowings to the extent that they are
regarded as an adjustment to interest costs.

Functional Currency and Foreign Currency Translation


The financial statements are presented in Philippine peso, which is the functional and
presentation currency. Transactions in foreign currencies are initially recorded in the functional
currency rate prevailing at the date of the transaction. Monetary assets and liabilities
denominated in foreign currencies are retranslated at the functional currency rate of exchange
prevailing at the statements of financial position date. All differences are taken to the statements
of comprehensive income.
- 25 -

Income Taxes

Current Income Tax


Current tax assets and liabilities are measured at the amount expected to be recovered from or
paid to the taxation authorities. The tax rate and tax laws used to compute the amount are those
that have been enacted or substantively enacted at the reporting date.

Deferred Income Tax


Deferred tax is provided on all temporary differences at the reporting date between the tax bases
of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets
are recognized for all deductible temporary differences, carry forward benefits of unused tax
credit from the excess of minimum corporate income tax over the regular corporate income tax
(RCIT) and unused net operating loss carryover (NOLCO), to the extent that it is probable that
taxable profit will be available against which the deductible temporary differences and carry
forward benefits of unused tax credits and unused tax losses can be utilized. Deferred tax,
however, is not recognized when it arises from the initial recognition of an asset or liability in a
transaction that is not a business combination and, at the time of the transaction, affects neither
the accounting profit nor taxable profit or loss.

The carrying amount of deferred income tax assets is reviewed at each statements of financial
position date and reduced to the extent that is no longer probable that sufficient taxable income
will be available to allow all or part of the deferred income tax asset to be utilized. Unrecognized
deferred income tax assets are reassessed at each statements of financial position date and are
recognized to the extent that it has become probable that future taxable income will allow the
deferred income tax to be recovered.

Deferred income tax assets and liabilities are measured at the tax rates that are applicable to the
period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that
have been enacted or substantively enacted at the statements of financial position date.

Current income tax and deferred income tax relating to items recognized directly in equity is also
recognized in equity and not in the statements of comprehensive income.

Deferred income tax assets and deferred income tax liabilities are offset if a legally enforceable
right exists to set off current income tax assets against current income tax liabilities and deferred
income taxes related to the same taxable entity and the same taxation authority.

Related Parties
A party is considered to be related to the Company if it has the ability, directly or indirectly
through one or more intermediaries, to control, is controlled by, or is under common control with,
the Company; or exercise significant influence over the Company in making financial and
operating decisions; or has a joint control over the Company. It is also related to the Company if
a party is an associate, a joint venture in which the Company is a venturer, a member of the key
management personnel of the Company or its parent, a close member of the family of
Company's related party, an entity controlled, jointly controlled or significantly influenced by a key
management personnel of the Company or close member of the family of Company's related
party, and a post-employment benefit plan for the benefit of employees of the Company or its
related party. Related parties may be individuals or corporate entities. Transactions between
related parties are based on terms similar to those offered to nonrelated parties.
- 26 -

Earnings Per Share (EPS)


Basic EPS is calculated by dividing the net income for the year attributable to common
stockholders by the weighted average number of common stocks outstanding during the year,
with retroactive adjustment for any stock dividends or stock splits declared during the year.

Diluted EPS is computed by dividing net income by the weighted average number of common
stocks outstanding during the year, after giving retroactive effect for any stock dividends, stock
splits or reverse stock splits during the year, and adjusted for the effect of dilutive options.

Events After the End of the Reporting Period


Post-year-end events that provide additional information about the Company's position at the
statements of financial position date (adjusting events) are reflected in the financial statements.
Post-year-end events that are not adjusting events are disclosed when material.

3. Significant Critical Accounting Judgments, Estimates and Assumptions

The preparation of the financial statements in accordance with PFRS requires the Company to
make judgments and estimates that affect the reported amounts of assets, liabilities, income and
expenses and disclosure of contingent assets and contingent liabilities. Future events may
occur which will cause the judgments and assumptions used in arriving at the estimates to
change. The effects of any change in judgments and estimates are reflected in the financial
statements as they become reasonably determinable.

Judgments and estimates 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

Determining Functional Currency


Based on the economic substance of the underlying circumstances relevant to the Company, the
functional currency of the Company has been determined to be the Philippine peso. The
Philippine peso is the currency of the primary economic environment in which the Company
operates. It is the currency that mainly influences the revenues and expenses of the Company.

Business Model Assessment


Classification and measurement of financial assets depends on the results of the SPPI and the
business model test. The Company determines the business model at a level that reflects how
groups of financial assets are managed together to achieve a particular business objective. This
assessment includes judgement reflecting all relevant evidence including how the performance
of the assets is evaluated and their performance measured, the risks that affect the performance
of the assets and how these are managed and how the managers of the assets are
compensated. Monitoring is part of the Company's continuous assessment of whether the
business model for which the remaining financial assets are held continues to be appropriate
and if it is not appropriate whether there has been a change in business model and so a
prospective change to the classification of those assets.
- 27 -

Significant Increase of Credit Risk


Where the fair values of financial assets and financial liabilities recorded on the statements of
financial position cannot be derived from active markets, they are determined using internal
valuation techniques using generally accepted market valuation models. The input to these
models is taken from observable markets where possible, but where this is not feasible,
estimates are used in establishing fair values. These estimates may include considerations of
liquidity, volatility and correlation.

Determining the Fair Values of Financial Instruments


Where the fair values of financial assets and financial liabilities recorded on the statements of
financial position cannot be derived from active markets, they are determined using valuation
techniques including the discounted cash flows model. The inputs to this model is taken from
observable markets where possible, but where this is not feasible, a degree of judgment is
required in establishing fair values. The judgments include considerations of inputs such as
liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect
the reported fair value of financial instruments.

Classification as Operating Lease - as Lessor


The Company has entered into a commercial property lease on its property. The Company has
determined, based on an evaluation of the terms and conditions of the arrangements, that it
retains all the significant risks and rewards of ownership of the properties and thus accounts for
the contracts as operating leases.

Rent income arising from operating leases amounted to P5.6 million and P6.1 million in 2018
and 2017, respectively (see Notes 22 and 24).

Classification as Operating Lease - as Lessee


The Company has lease agreements for its warehouse. The Company has determined that the
risks and benefits related to the leased properties are retained by the lessors. Accordingly, the
lease agreements are accounted for as operating leases.

Rental expense recognized in the statements of comprehensive income and recognized as


component of cost of sales and services and operating expenses amounted to P13.3 million and
P13.5 million in 2018 and 2017 respectively (see Notes 19, 21 and 24).

Distinction Between Investment Properties and Owner-occupied Properties


The Company determines whether a property qualifies as investment property. In making its
judgment, the Company 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 property but also to the other assets used in the production
or supply process.

Some properties consist of a portion that is held to earn rentals or for capital appreciation and
another portion that is held for use in the production of services or for administrative purposes. If
these portions cannot be sold separately, the property is accounted for as investment property
only if an insignificant portion is held for use in the production of 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 Company considers each property
separately in making judgment.
- 28 -

The Company classifies all properties which have a portion that is earning rentals and another
portion which are used in production of services or used in administrative purposes as owner-
occupied properties based on the criterion above. In this case, such properties were included in
the account “Property, plant and equipment”.

Estimates and Assumptions

Assessment for ECL on Trade and Other Receivables


The Company, applying the simplified approach in the computation of the Company's ECL,
initially uses a provision matrix based on historical default rates for trade and other receivables.
The provision matrix specifies provision rates depending on the number of days that a trade
receivable is past due. The Company also uses appropriate groupings if its historical credit loss
experience show significantly different loss patterns for different customer segments. The
Company then adjusts the historical credit loss experience with forward looking information on
the basis of current observable data affecting each customer segment to reflect the effects of
current and forecasted economic conditions.

The Company adjusts historical default rates to forward-looking default rate by determining the
closely related economic factor affecting each customer segment. The Company regularly
reviews the methodology and assumptions used for estimating ECL to reduce any differences
between estimates and actual credit loss experience.

The determination of the relationship between historical default rates and forecasted economic
conditions is a significant accounting estimate. Accordingly, the provision for ECL on trade and
other receivables is sensitive to changes in assumptions about forecasted economic conditions.
The Company's historical credit loss experience and forecast of economic conditions may also
not be representative of customers' actual default in the future.

The outstanding balance of allowance for ECL as at December 31, 2018 and 2017 amounted to
P96.0 million and P93.3 million, respectively (see Note 6).

Assessment for ECL on Other Financial Assets at Amortized Cost


The Company determines the allowance for ECL using general approach based on the
probability-weighted estimate of the present value of all cash shortfalls over the expected life of
financial assets at amortized cost. ECL is provided for credit losses that result from possible
default events within the next 12-months unless there has been a significant increase in credit
risk since initial recognition in which case ECL is provided based on lifetime ECL.

When determining if there has been a significant increase in credit risk, the Company considers
reasonable and supportable information that is available without undue cost or effort and that is
relevant for the particular financial instrument being assessed such as, but not limited to, the
following factors:

 Actual or expected external and internal credit rating downgrade;


 Existing or forecasted adverse changes in business, financial or economic conditions; and,
 Actual or expected significant adverse changes in the operating results of the borrower.

The Company also considers financial assets that are more than 60 days past due to be the
latest point at which lifetime ECL should be recognized unless it can demonstrate that this does
not represent a significant risk in credit risk such as when non-payment was an administrative
oversight rather than resulting from financial difficulty of the borrower.
- 29 -

The Company has assessed that the ECL on other financial assets at amortized cost is not
material because the transactions with respect to these financial assets were entered into by the
Company only with reputable banks and companies with good credit standing and relatively low
risk of defaults. Accordingly, no provision for ECL on other financial assets at amortized cost was
recognized in 2018 and 2017. The carrying amounts of other financial assets at amortized cost
are as follows:

2018 2017
Cash in banks P35,523,613 P51,700,985
Recoverable deposits 4,308,019 4,073,536
P39,831,632 P55,774,521

Determination of NRV of Inventories


The Company writes down the cost of inventories whenever the NRV of inventories becomes
lower than cost due to damage, physical deterioration, obsolescence, change in price levels or
other causes. The Company reviews the lower of cost and NRV of inventories on a periodic
basis. NRV represents the estimated future selling price of the product based on prevailing
prices at the end of the reporting period, less estimated costs to complete production and bring
the product to sale. NRV test for spare parts and supplies is also performed annually. The NRV
of spare parts and supplies represents the current replacement cost. An increase in allowance
for inventory obsolescence and market decline would increase recorded operating expense and
decrease current assets.

As at December 31, 2018 and 2017, the cost of inventories is lower than its NRV. The carrying
amount of inventories is P1,303.6 million and P1,336.0 million as at December 31, 2018 and
2017, respectively (see Note 7).

Estimated Useful Lives of Property, Plant and Equipment


The Company estimates the useful lives of property, plant and equipment based on the period
over which the property, plant and equipment are expected to be available for use. The
estimated useful lives of the property, plant and equipment are reviewed periodically and are
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 property, plant and
equipment. In addition, the estimation of the useful lives of property, plant and equipment is
based on the collective assessment of industry practice, internal technical evaluation and
experience with similar assets. It is possible, however, that future financial performance could
be materially affected by changes in the estimates brought about by changes in factors
mentioned above. The amounts and timing of recorded expenses for any period would be
affected by changes in these factors and circumstances.

A reduction in the estimated useful lives of the property, plant and equipment would increase the
recorded expenses and decrease the noncurrent assets.

The estimated useful lives and depreciation method are reviewed from time to time to ensure
that these are consistent with the expected economic benefits of the property, plant and
equipment.

The carrying values of property, plant and equipment amounted to P2,483.3 million and P2,544.0
million as of December 31, 2018 and 2017, respectively (see Note 9).
- 30 -

Impairment of Nonfinancial Assets


PFRS requires that an impairment review be performed when certain impairment indicators are
present. This requires an estimation of the value in use of the cash-generating units to which the
assets belong. Estimating the value in use requires the Company to make an estimate of the
expected future cash flows from the cash-generating units and also to choose a suitable
discount rate in order to calculate the present value of those cash flow.

Determining the recoverable amount of property, plant and equipment, goodwill, investment
property and other nonfinancial assets, requires the determination of future cash flows expected
to be generated from the continued use and ultimate disposal of such assets. Future event could
cause management to conclude that assets associated with an acquired business are impaired.
Any resulting impairment loss could have a material adverse impact on the Company's financial
position and financial performance.

The preparation of estimated future cash flows involves significant estimations and
assumptions. While the Company believes that its assumptions are appropriate and reasonable,
significant changes in the Company's assumptions may materially affect the assessment of
recoverable values and may lead to future additional impairment charges under PFRS.

No reversal or impairment loss was recognized in 2018 and 2017.

Realizability of Deferred Tax Assets


Deferred tax assets are established for tax benefits related to deductible temporary differences,
carry forward of unused MCIT and NOLCO. These assets are periodically reviewed for
realization. Periodic reviews cover the nature and amount of deferred income and expense
items, expected timing when assets will be used or liabilities will be required to be reported,
reliability of historical profitability of businesses expected to provide future earnings and tax
planning strategies which can be utilized to increase the likelihood that tax assets will be

As of December 31, 2018 and 2017, net deferred tax assets amounted to P71.9 million and
P67.1 million (see Note 25).

Estimating Contingencies
The Company evaluates legal and administrative proceedings to which it is involved based on
analysis of potential results. Management and its legal counsels do not believe that any current
proceedings will have material adverse effects on its financial position and results of operations.
It is possible, however, that future results of operations could be materially affected by changes
in the estimates or in the effectiveness of strategies relating to these proceedings.

Retirement Benefits
The cost of defined benefit pension plan is determined using actuarial valuations. The actuarial
valuation involves making assumptions about discount rates, expected rates of return on assets,
future salary increases, mortality rates and future pension increases. Due to the long term nature
of these plans, such estimates are subject to significant uncertainty.

The assumed discount rates were determined using the market yields on the Philippine
government bonds with terms consistent with the expected employee benefit payout as of
statements of financial position date.
- 31 -

4. Financial Assets and Liabilities and Financial Management Objectives and Policies

The Company’s financial instruments consist mainly of cash, trade and other receivables (except
receivables from exchange deal transactions), recoverable deposits, trade and other payables
(excluding statutory payables), loans payable and trust receipts payable.

The main financial risk arising from the Company's use of financial instruments includes credit
risk, foreign currency risk, liquidity risk and market risk. The Company's BOD regularly reviews
and approves the appropriate policies for managing these financial risks, as summarized below:

Credit Risk
Credit risk is the risk that the third party will default on its obligation to the Company and cause
the Company to incur financial loss. The Company's business policy aims to limit the amount of
credit exposure to any individual client and financial institution. The Company has credit
management policies in place to ensure that contracts are entered into with clients who have
sufficient financial capacity and good credit history.

Trade and Other Receivables


The Company’s exposure to credit risk is influenced mainly by the individual characteristics of
each customer. The demographics of the Company’s customer base, including the default risk
of the industry in which the customers operate, has less of an influence on credit risk.
Approximately .001 percent of the Company’s revenue is attributable to sales transactions with a
single customer. However, geographically there is no concentration of credit risk.

The Company has established a credit policy under which each new customer is analyzed
individually for creditworthiness before the Company’s standard payment and conditions are
offered. The Company’s review includes external ratings, where available, and in some cases
bank references. Credit limits are established for each customer, which represents the
maximum open amount without requiring approval from the Credit Committee; these limits are
reviewed quarterly. Customers that fail to meet the Company’s benchmark creditworthiness may
transact with the Company only on a prepayment basis.

At December 31, 2018 and 2017, the exposure to credit risk for trade and other receivables by
type of counterparty are as follows:

2018

Neither past due Past due but not


nor impaired impaired Total
Third party P991,620,518 P738,361,911 P1,729,982,429
Related parties 65,256,461 – 65,256,461
P1,056,876,979 P738,361,911 P1,795,238,890

2017
Neither past due Past due but not
nor impaired impaired Total
Third party P1,122,853,472 P674,232,050 P1,797,085,522
Related parties 121,720,342 – 121,720,342
P1,244,573,814 P674,232,050 P1,918,805,864
- 32 -

The Company uses a provision matrix to calculate ECL for trade and other receivables. The
provision rates are based on days past due for groupings of various customer segments
analyzed by customer type, credit terms, and offsetting arrangements. The Company adjusts
historical default rates to forward looking default rate by determining the closely related
economic factor affecting each customer segment (i.e., gross national income from real estate
and construction industry). At each reporting date, the observed historical default rates are
updated and changes in the forward-looking estimates are analyzed.

Aging Analysis of Trade and Other Receivables

2018 2017
Less than 60 days P480,131,127 P579,262,409
60 days - 1 year 576,745,852 571,965,254
1 - 3 years 518,956,525 517,802,334
beyond 3 years 219,405,386 249,775,867
P1,795,238,890 P1,918,805,864

Other Financial Assets at Amortized Cost


The Company’s other financial assets at amortized cost are composed of cash and recoverable
deposits. The Company limits its exposure to credit risk by investing its cash only with banks that
have good credit standing and reputation in the local and international banking industry. These
instruments are graded in the top category by an acceptable credit rating agency and, therefore,
are considered to be low credit risk investments.

For recoverable deposits, credit risk is low since the Company transacts with reputable
Companies with respect to this financial assets.

It is the Company’s policy to measure ECL on the above instruments on a 12-month basis.
However, when there has been a significant increase in credit risk since origination, the
allowance will be based on the lifetime ECL.

When determining if there has been a significant increase in credit risk, the Company considers
reasonable and supportable information that is available without undue cost or effort and that is
relevant for the particular financial instrument being assessed such as, but not limited to, the
following factors:

 Actual or expected external and internal credit rating downgrade;


 Existing or forecasted adverse changes in business, financial or economic conditions; and
 Actual or expected significant adverse changes in the operating results of the borrower.
- 33 -

The table below presents the summary of the Company's exposure to credit risk and shows the
credit quality of the assets by indicating whether the assets are subjected to 12-month ECL or
lifetime ECL. Assets that are credit-impaired are separately presented.

2018
Financial assets at amortized cost
Lifetime ECL
– not credit Lifetime ECL
12-month ECL impaired – credit impaired Total
Cash in banks P35,523,613 P– P– P35,523,613
Trade and other receivables
Third party 1,347,332,123 – – 1,347,332,123
Related parties 65,256,461 – – 65,256,461
Others 149,096,304 – – 149,096,304
Recoverable deposits 4,308,019 – – 4,308,019
P1,601,516,520 P– P– P1,601,516,520

2017
Financial assets at amortized cost
Lifetime ECL
– not credit Lifetime ECL
12-month ECL impaired – credit impaired Total
Cash in banks P51,700,985 P– P– P51,700,985
Trade and other receivables
Third party 1,432,631,339 – – 1,432,631,339
Related parties 121,720,342 – – 121,720,342
Others 173,565,518 – – 173,565,518
Recoverable deposits 4,073,536 – – 4,073,536
P1,783,691,720 P– P– P1,783,691,720

Market Risks
The Company is exposed to market risks, primarily those related to foreign currency risk, equity
price risk and interest rate risk. BOD actively monitors these exposures, as follows:

Foreign currency risk


The BOD reviews and agrees policies for this risk by maintaining foreign currency exposure
within acceptable limits. The Company believes that its profile of foreign currency exposure on
its assets and liabilities is within conservative limits.

Information on the Company's foreign currency-denominated deposit and its Philippine peso
equivalent:

2018 2017
Foreign Peso Foreign Peso
currency equivalent currency equivalent
US dollar (USD) 8,609 P453,925 19,429 P969,973
- 34 -

With the translation of this foreign currency-denominated asset, the Company reported net
unrealized foreign exchange loss of P411,603 in 2018 and P128,212 in 2017. These resulted
from the movements of the Philippine peso against the following foreign currency exchange

2018 2017
USD P52.724 P49.932

The analysis below is performed for the effect of a reasonable possible movement of the
currencies against the Philippine Peso with all other variables held constant on the Company's
excess of receipts over expenses:

Philippine Peso Impact on excess


depreciation of receipts over expenses
Currency (appreciation) 2018 2017
USD +3% P258 P583
USD -3% (258) (583)

The change in currency rate is based on the Company’s best estimate of expected change
considering historical trends and experiences. Positive change in currency reflects a stronger
peso against foreign currency. On the other hand, a negative change in currency rate reflects a
weaker peso against foreign currency.

Equity price risk


Equity price risk is the risk that the Company will incur economic losses due to adverse changes
in a particular stock index. The Company’s equity price risk arises from its financial assets at
FVOCI.

The Company’s policy is to maintain the risk to an acceptable level. Movement in share price is
monitored regularly to determine the impact on its financial position.

Interest rate risk


The Company’s exposure to the risk for changes in market interest rates relates primarily to the
Company’s interest-bearing payables to local financial institutions with fixed interest rates.
Exposure of the Company to changes in the interest rates is not significant.

There is no other impact on the Company's equity other than those already affecting the
statements of comprehensive income.

Liquidity Risk
Liquidity risk is a risk that the Company will not be able to meet its financial obligations as they
fall due. The Company manages liquidity risk by forecasting projected cash flows and
maintaining a balance between continuity of funding and flexibility. Treasury controls and
procedures are in place to ensure that sufficient cash is maintained to cover daily operational
and working capital requirements. BOD closely monitors the Company's future and contingent
obligations and set up required cash reserves as necessary in accordance with internal
requirements.
- 35 -

The table below analyzes the financial assets and financial liabilities of the Company into their
relevant maturity groups based on the remaining period at the statements of financial position
dates to their contractual maturities or expected repayment dates:

As at
December 31, 2018 Up to a year 1-3 years 3-5 years Over 5 years No term Total
Financial assets:
Cash P41,868,913 P– P– P– P– P41,868,913
Trade and other receivables
Trade
Third party 1,347,332,123 – – – – 1,347,332,123
Related parties 65,256,461 – – – – 65,256,461
Others 149,096,304 – – – – 149,096,304
Other noncurrent assets
Recoverable deposits – 4,308,019 – – – 4,308,019
Investment in club
shares – – – – 315,000 315,000
P1,603,553,801 P4,308,019 P– P– P315,000 P1,608,176,820

Financial liabilities:
Trade and other payables
Trade P818,223,321 P– P– P– P– P818,223,321
Accrued expenses 77,747,650 – – – – 77,747,650
Trust receipts
payable 111,615,719 – – – – 111,615,719
Loans payable 270,000,000 1,000,000,000 – – – 1,270,000,000
P1,277,586,690 P1,000,000,000 P– P– P– P2,277,586,690

As at
December 31, 2017 Up to a year 1-3 years 3-5 years Over 5 years No term Total
Financial assets:
Cash P56,785,770 P– P– P– P– P56,785,770
Trade and other receivables
Trade
Third party 1,432,631,339 – – – – 1,432,631,339
Related parties 121,720,342 – – – – 121,720,342
Others* 173,565,518 – – – – 173,565,518
Other noncurrent assets
Recoverable deposits – 4,073,536 – – – 4,073,536
Investment in club
shares – – – – 315,000 315,000
P1,784,702,969 P4,073,536 P– P– P315,000 P1,789,091,505

Financial liabilities:
Trade and other payables
Trade P969,734,799 P– P– P– P– P969,734,799
Accrued expenses 67,663,081 – – – – 67,663,081
Trust receipts
payable 82,813,354 – – – – 82,813,354
Loans payable 335,000,000 1,000,000,000 – 1,335,000,000
P1,455,211,234 P1,000,000,000 P– P– P– P2,455,211,234
- 36 -

Financial Assets and Financial Liabilities

The following table presents the carrying amounts and fair values of the Company’s assets
measured at fair value and asset and liability for which fair value is disclosed and the
corresponding fair value hierarchy:

2018
Significant Significant
Quoted Prices in Observable Unobservable
Carrying Active Markets Inputs Inputs
amounts (Level 1) (Level 2) (Level 3)
Financial assets:
Cash P41,868,913 P– P41,868,913 P–
Trade and other receivables
Trade
Third party 1,347,332,123 – – 1,347,332,123
Related parties 65,256,461 – – 65,256,461
Others 149,096,304 – – 149,096,304
Other noncurrent assets
Recoverable deposits 4,308,019 – – 4,308,019
Investment in club shares 315,000 315,000 – –
P1,608,176,820 P315,000 P41,868,913 P1,565,992,907

Financial liabilities:
Trade and other payables
Trade P818,223,321 P– P– P818,223,321
Accrued expenses 77,747,650 – – 77,747,650
Trust receipts payable 111,615,719 – – 111,615,719
Loans payable 1,270,000,000 – – 1,359,524,000
P2,277,586,690 P– P– P2,367,110,690

2017
Significant
Quoted Prices in Significant Unobservable
Carrying Active Markets Observable Inputs Inputs
amounts (Level 1) (Level 2) (Level 3)
Financial assets:
Cash P56,785,770 P– P56,785,770 P–
Trade and other receivables
Trade
Third party 1,432,631,339 – – 1,432,631,339
Related parties 121,720,342 – – 121,720,342
Others 173,565,518 – – 173,565,518
Other noncurrent assets
Recoverable deposits 4,073,536 – – 4,073,536
Investment in club shares 315,000 315,000 – –
P1,789,091,505 P315,000 P56,785,770 P1,731,990,735
- 37 -

Financial liabilities:
Trade and other payables
Trade P969,734,799 P– P– P969,734,799
Accrued expenses 67,663,081 – – 67,663,081
Trust receipts payable 82,813,354 – – 82,813,354
Loans payable 1,335,000,000 – – 1,464,878,900
P2,455,211,234 P– P– P2,585,090,134

Assumption used to estimate fair values


The carrying amounts of cash, trade and other receivables, recoverable deposits, trade and
other payables and trust receipts payable approximate their fair values due to the short-term
maturities of the financial assets and financial liabilities.

Fair Value Hierarchy


The Company uses the following hierarchy for determining the fair value of financial assets and
liabilities:

 Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities
 Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the
asset or liability, either directly or indirectly
 Level 3 - Inputs are unobservable inputs for the asset or liability

There were no reclassifications made between the different fair value hierarchy levels in 2018
and 2017.

Capital Management
The primary objective of the Company’s capital management policy is to maintain a strong
capital base so as to maintain investor, creditor and market confidence and to sustain future
development of the business. The BOD monitors both the return on equity, which defines as
total shareholders’ equity, and the level of dividends to ordinary shareholders.

The Company manages its capital structure and makes adjustments to it, in light of changes in
economic conditions. To maintain or adjust the capital structure, the Company may adjust the
dividend payment to shareholders or issue new shares.

The Company monitors capital using the gearing ratio of debt to equity and net debt to equity.
Debt consists of trust receipts payable, short-term loans payable, and long-term debt. Net debt
includes trust receipts payable, short-term loans payable, and long-term debt less cash. The
Company considers as capital the equity attributable to equity holders of the Company.

2018 2017
Trust receipts payable P111,615,719 P82,813,354
Short-term loans 270,000,000 335,000,000
Long-term debt 1,000,000,000 1,000,000,000
Total debt P1,381,615,719 P1,417,813,354
Less cash 41,868,913 56,785,770
Net debt P1,339,746,806 P1,361,027,584
Equity P3,579,735,960 P3,560,972,226
Debt to equity 39% 40%
Net debt to equity 37% 38%
- 38 -

The Company's target is to maintain a debt to equity ratio of 40% and net debt to equity ratio of
37%. The target is to be achieved by managing the Company's level of borrowings and dividend
payments to shareholders.

The Company is not subjected to externally-imposed capital requirements.

No changes were made in the capital management objectives, policies, or processes in 2018
and 2017.

5. Cash

This account consists of:

2018 2017
Cash on hand P6,345,300 P5,084,785
Cash in banks 35,523,613 51,700,985
P41,868,913 P56,785,770

Cash on hand pertains to petty cash fund and revolving fund. Cash in banks earns interest at
prevailing bank deposit rates.

Interest income earned from cash in banks amounted to P39,433 and P86,074 in 2018 and
2017, respectively (see Note 22). As at December 31, 2018 and 2017, cash in bank includes
foreign currency-denominated deposit amounting to US$8,609 and US$19,429, respectively (see
Note 4).

6. Trade and Other Receivables

This account consists of:

2018 2017
Trade receivables
Third party (Note 29) P1,443,366,288 P1,525,977,490
Related party (Note 17) 65,256,461 121,720,342
Total 1,508,622,749 1,647,697,832
Receivable from ex-deal transactions 137,519,837 97,542,514
Others 149,096,304 173,565,518
Total 1,795,238,890 1,918,805,864
Less allowance for ECL (96,034,165) (93,346,151)
P1,699,204,725 P1,825,459,713

Trade receivables are non-interest bearing and generally on a 60 to 120-day credit term. All
provincial circulations are covered by post-dated checks.

The aging of receivables are as follows:

2018 2017
<60 days P480,131,127 P579,262,409
60 days - 1 year 576,745,852 571,965,254
1 - 3 years 518,956,525 517,802,334
beyond 3 years 219,405,386 249,775,867
- 39 -

Receivable from exchange deal transactions


Exchange deal transactions pertain to contracts with customers wherein advertising services are
provided in exchange for goods or other items with valuable consideration. The advertising
services provided by the Company approximate the fair value of the assets to be received (see
Note 12).

Other receivables are receivables from other revenues generated from commercial printing,
credit card transactions, sale of scrap newspaper, and sale of spolied newspaper, which are
collected within one year.

The Company evaluates the possibility of losses that may arise out of the non-collection of
receivables using a provision matrix based on historical default rates. The provision matrix
specifies provision rates depending on the number of days that a trade receivable is past due.
The Company also uses appropriate groupings if its historical credit loss experience show
significantly different loss patterns for different customer segments. The Company then adjusts
the historical credit loss experience with forward looking information on the basis of current
observable data affecting each customer segment to reflect the effects of current and forecasted
economic conditions. Allowance for ECL relates to trade and other receivables. Changes in the
allowance for ECL as at December 31, 2018 and 2017 are as follows:

2018 2017
Beginning P93,346,151 P80,281,183
Provisions (Note 21) 95,178,729 13,064,968
Write off (92,490,715) –
Ending P96,034,165 P93,346,151

Receivables other than those identified as impaired, are assessed by the management as good
and collectible.

7. Inventories

This account consists of:

2018 2017
Newsprint P1,077,514,673 P1,108,424,357
Printing materials, supplies and spare parts 233,143,268 234,648,849
Total 1,310,657,941 1,343,073,205
Less allowance for impairment loss on inventories 7,068,324 7,068,324
P1,303,589,617 P1,336,004,881

The inventories are carried at lower of cost and net realizable value.

The following are the movements of allowance for impairment loss:

2018 2017
Beginning P7,068,324 P7,068,324
Provisions – –
Ending P7,068,324 P7,068,324

Inventories charged to cost of sales and services amounted to P1,000.9 million and P1,050.2
million for the years ended December 31, 2018 and 2017 respectively (see Note 19).
- 40 -

Inventories in transit are used as security for the outstanding trust receipts payable with the bank
until the obligation is paid. Theoretically, the title to or ownership of the inventories covered by
Trust Receipt Agreements remains with the bank until the trust receipts payables are paid in full.

8. Other Current Assets

This account consists of:

2018 2017
Prepaid airfreight (Note 29) P72,379,946 P72,379,946
Supplies in transit (Note 29) 17,286,439 7,867,287
Prepaid expenses (Note 29) 8,210,356 7,827,012
Prepaid postage (Note 29) 4,441,438 4,441,438
Prepaid insurance (Note 29) 3,818,292 3,745,834
Input VAT 2,187,224 6,166,010
Prepaid interest (Note 15) 828,877 –
Others (Note 29) 1,575,831 1,680,278
P110,728,403 P104,107,805

Prepaid airfreight resulted from an exchange-deal transaction with Philippine Air Lines and Air
Philippines Corporation amounting to P34.8 million and P37.1 million, respectively. The parties
agreed that all outstanding receivables from Philippine Air Lines and Air Philippines will be paid
through this exchange deal transaction.

9. Property, Plant and Equipment

This account consists of:

Additions/ Disposal /
2017 Reclassification Reclassification 2018
Cost:
Land P185,215,916 P– P– P185,215,916
Buildings 619,781,653 512,100 – 620,293,753
Leasehold improvements 18,799,919 – – 18,799,919
Machineries, tools and equipment 3,218,108,523 4,133,908 – 3,222,242,431
Furniture, fixtures and equipment 907,720,329 1,351,743 – 909,072,072
Transportation equipment 78,493,082 – – 78,493,082
5,028,119,422 5,997,751 – 5,034,117,173
Less accumulated depreciation:
Buildings 163,257,313 10,783,563 – 174,040,876
Leasehold improvements 18,799,918 – – 18,799,918
Machineries, tools and equipment 1,385,410,871 46,953,968 – 1,432,364,839
Furniture, fixtures and equipment 842,996,232 8,412,369 – 851,408,601
Transportation equipment 73,618,256 586,924 – 74,205,180
2,484,082,590 66,736,824 – 2,550,819,414
P2,544,036,832 P2,483,297,759
- 41 -

Additions/ Disposal /
2016 Reclassification Reclassification 2017
Cost:
Land P246,015,916 P– (P60,800,000) P185,215,916
Buildings 622,630,516 11,256,016 (14,104,879) 619,781,653
Leasehold improvements 18,799,919 – – 18,799,919
Machineries, tools and equipment 3,226,899,763 7,789,478 (16,580,718) 3,218,108,523
Furniture, fixtures and equipment 902,605,590 5,114,739 – 907,720,329
Transportation equipment 77,895,868 597,214 – 78,493,082
5,094,847,572 24,757,447 (91,485,597) 5,028,119,422
Less accumulated depreciation:
Buildings 163,575,146 13,787,046 (14,104,879) 163,257,313
Leasehold improvements 18,799,918 – – 18,799,918
Machineries, tools and equipment 1,337,135,562 48,275,309 – 1,385,410,871
Furniture, fixtures and equipment 835,515,051 7,481,181 – 842,996,232
Transportation equipment 72,991,655 626,601 – 73,618,256
2,428,017,332 70,170,137 (14,104,879) 2,484,082,590
P2,666,830,240 P2,544,036,832

The depreciation on property, plant and equipment are charged to the following:

2018 2017 2016


Cost of sales and services (Note 19) P45,425,924 P51,127,996 P59,310,362
Operating expenses (Note 21) 21,310,900 19,042,141 17,434,330
P66,736,824 P70,170,137 P76,744,692

All fully depreciated property, plant and equipment amounting to P18.8 million in 2018 and 2017
are still in use and not retired from active use.

Property, plant and equipment with a carrying value of P603.6 million and P620.4 million million
as at December 31, 2018 and 2017, respectively were mortgaged as collateral to secure a loan
(see Note 15).

No impairment loss was recognized in 2018 and 2017.

10. Investment Property

Investment property pertains to a land located in Sta. Rosa, Laguna which is being held for
capital appreciation and future development.

Movement of this account is as follows:

2018 2017
Balance at beginning of the year P94,808,970 P94,808,970
Additions – –
Balance at end of year P94,808,970 P94,808,970

No operating income was recognized from the investment property in 2018 and 2017.

Direct operating expenses incurred under ‘taxes and licenses’ amounted to P0.1 million for
2018, 2017 and 2016.
- 42 -

There are no restrictions on the remittance of income and no contractual obligations to


purchase, construct or develop investment properties for repairs, maintenance or enhancement
as at December 31, 2018 and 2017.

Measurement of fair value


In 2017, the fair value of investment property was determined by external, independent property
valuers, having appropriate recognized professional qualifications and recent experience in the
location and category of the property being valued.

The fair value measurement for investment property of P130.85 million has been categorized at
a Level 3 fair value based on the inputs to the valuation technique used (see Note 2). There
were no transfers between Levels 1 and 2 during the year.

Valuation technique and significant unobservable inputs


The following table shows the valuation technique used in measuring the fair value of investment
property, as well as the significant unobservable inputs used.

Inter-relationship between key


Significant unobservable
Valuation Technnique unobservable inputs and fair
inputs
value measurement

Market Data Approach


Fair value is determined based on Asking price per square The higher the price of
the sales and lsitings of meter (P15,000) comparable properties, the
comparable property registered in higher the fair market value
the vicinity

11. Goodwill

On July 01, 2005, the Company recognized goodwill from acquisition of Tagalog daily
newspaper, Balita, and weekly vernacular magazines, Liwayway, Bisaya, Hiligaynon and
Bannawag including their trade names from Liwayway Publishing, Inc. which amounted to P5
million. This asset is tested for impairment annually or more frequently if events or changes in
circumstances indicate that the carrying value may be impaired.

The movement of this account is as follows:

2018 2017
Balance at beginning of the year P5,000,000 P5,000,000
Accumulated impairment – –
Balance at end of year P5,000,000 P5,000,000

No impairment loss on goodwill was recognized in 2018 and 2017.


- 43 -

12. Other Noncurrent Assets

This account consists of:

2018 2017
Rental deposits (Note 29) P4,961,781 P4,961,781
Recoverable deposits (Note 29) 4,308,019 4,073,536
Investment in club shares (Note 29) 315,000 315,000
Others 104,757,825 80,339,661
P114,342,625 P89,689,978

Rental deposits represent deposits for operating leases entered into by the Company as lessee.
The security deposits will be applied to unpaid rent at the end of the lease terms.

Recoverable deposits represent deposits made for advertisement booking biddings entered into
by the Company and performance bonds. The deposits are recoverable in cash.

Investment in club shares represents the Company’s investment in various membership clubs.
The Company's investment in club shares is classified as equity instrument designated at FVOCI
as at December 31, 2018. Details of this account are as follows:

2018 2017
Quezon City Sports Club, Inc. P210,000 P210,000
Montemar Beach Club 40,000 40,000
Metropolitan Equestrian and Country Club Incorporated 35,000 35,000
Philippine Columbian Association 30,000 30,000
Total 315,000 315,000

The Company previously held PLDT shares under the Investee's Subscriber Investment Plan
under the account "AFS Financial Assets" amounting to P181,950. An allowance for the
impairment of said shares in the same amount was also provided in 2012. These shares,
however, were already redeemed in 2012 and was inadvertently left in the books. Therefore, to
correct the presentation of the Company's noncurrent assets, the PLDT Shares were removed
and the related allowance for impairment was reversed from the Company's records for the
years 2018 and 2017.

Other assets consist mainly of land, other properties, gift certificates, and various products
acquired as payments for receivables from ex-deal transactions. As at December 31, 2018 and
2017, these properties are classified under other noncurrent asset account pending disposal,
and are measured at lower of cost and net realizable value (NRV). NRV is the estimated selling
price in the ordinary course of business, less estimated cost necessary to make the sale. Cost is
recognized as the fair market value at the time of the execution of ex-deal contracts, which
should not be higher than the appraised values of the properties. In determining the
recoverability of the assets, management considers whether those assets are damaged or if the
selling price has declined. Also, management considers whether the estimated costs to be
incurred have increased. The excess of the cost over the NRV is recognized as provision for
write-down of assets in the statements of comprehensive income. Assets under this
classification are not subject to depreciation.

Management believes that the carrying amounts will be recovered principally through a sale
transaction. The sale of these assets is not probable within a 12-month period.
- 44 -

A gain for any subsequent increase in the estimated selling price in the ordinary course of
business, less estimated costs necessary to make the sale of an asset can be recognized in
profit or loss to the extent that it is not in excess of the cumulative impairment loss.

An extension of the period required to complete the sale does not preclude an asset from being
classified as such if the delay is caused by events or circumstances beyond the control of the
Company and there is sufficient evidence that the Company remains committed to its plan to sell
the assets.

13. Trade and Other Payables

This account consists of:

2018 2017
Trade P818,223,321 P969,734,799
Deferred output VAT 90,703,111 108,111,643
Accrued expenses 77,747,650 67,663,081
Premiums payable 9,853,028 3,980,747
Output VAT 3,832,894 6,763,550
Withholding taxes payable 1,942,640 4,848,398
P1,002,302,644 P1,161,102,218

Trade payables pertain to unpaid billings to suppliers of raw materials which are normally settled
within ninety (90) days. Trade payables do not bear any interest.

Deferred output VAT pertains to vatable sales which are not collected as at December 31, 2018
and 2017. They are expected to be remitted to the government (net of input VAT) immediately
upon collection of related receivables which are expected to be settled within twelve (12)
months.

Accrued expenses consist mainly of accruals for salaries and commissions to agents which are
normally settled in the next financial year.

Premium payables pertain to SSS, HDMF, healthcare, housing and other loans of the
Company’s employees.

14. Trust Receipts Payable

This account represents payables related to the importation of newsprint materials, which are
released to the Company under Trust Receipts (TR) Agreements (the ‘Agreement’) with a bank.
Under the Agreement, title to or ownership of the assets covered by the Agreements theoretically
remains with the Bank until the TR payables are fully paid. The inventory of newsprint materials,
which is the major component in the production of newspapers and magazines, is maintained at
a level that approximates the corresponding level of the TR obligation. The TR payables, which
are due from 25 to 152 days, carry interest rate that ranges from 3.50% to 4.50%.

As at December 31, 2018 and 2017, trust receipts payable amounted to P111.6 million and
P82.8 million, respectively.

Interest expense recognized in the statements of comprehensive income amounted to P5.5


million and P1.2 million 2018 and 2017, respectively.
- 45 -

15. Loans Payable

This account consists of:

2018 2017
Short-term loans P270,000,000 P335,000,000
Long-term loans 1,000,000,000 1,000,000,000
P1,270,000,000 P1,335,000,000

The movements in this accounts are as follows:

2018 2017
Balance, beginning of year P1,335,000,000 P1,272,000,000
Availments 559,000,000 518,000,000
Payments (624,000,000) (455,000,000)
P1,270,000,000 P1,335,000,000

Short-term loans
Short-term loans payable pertains to unsecured loans availed from various local banks which
bear interest ranging from 3.5% to 4.5% in 2018 and 2017.

These loans have maturities of less than one (1) year.

Interest from these loans amounted to P19.3 million and P12.1 million in 2018 and 2017,
respectively.

Long-term loans
This pertains to a 5-year term loan availed from Philippine Trust Company (Philtrust Bank), a
related party, which bears interest of 3.5% payable in lump-sum basis amounting to P800.0
million on December 31, 2020 and the remaining balance of P200.0 million on December 31,
2021.

Proceed of the loans were used to finance the expansion of production facilities and for working
capital requirements.

Total interest expense recognized in the statements of comprehensive income amounted to


P38.9 million and P35.4 million, respectively.

Covenants
The Company is required to comply with certain loan covenants, including maintenance of
certain financial ratios at the year end of every financial year. As at December 31, 2018 and
2017, the Company is in compliance with the loan covenant.

In case of default in the payment of any installment and/or interest and/or other charges on the
loans, as and when the same become due and payable, the entire principal, interest and other
charges shall immediately become due and payable. As penalty for delinquency, 2% per month
based on outstanding balance including unpaid interest and other charges will be computed from
the date of default until full payment of the obligation. During 2018 and 2017, the Company has
no default in any loan payment including the interest and breaches with loan agreements.
- 46 -

The maturities of loans payable at nominal values as at December 31, 2018 and 2017 follow:

More than 1 year


but less than 3
Year Description Interest rates Within 1 year years More than 3 years Total
2018 Term loans 3.50% P270,000,000 P1,000,000,000 P– P1,270,000,000
2017 Term loans 3.50% 335,000,000 800,000,000 200,000,000 1,335,000,000

Portions of machineries and equipment with total carrying value of P603.6 million and P620.4
million as of December 31, 2018 and 2017, are used as collateral for this loan.

The details of machineries and equipment pledged as security on loans payable follows (Note 9):

2018 2017
Cost P844,677,850 P844,677,850
Accumulated depreciation (241,125,398) (224,231,840)
P603,552,452 P620,446,010

16. Equity

Share capital
The details are as follows:
2018 2017
Authorized 6,000,000,000 common shares
par value at P1 per share 6,000,000,000 6,000,000,000
Issued and subscribed 3,475,463,722 3,475,463,722
Treasury shares 16,347,977 16,347,977

The issued and outstanding shares of the Company are owned by two thousand seven hundred
sixty-five (2,757) stockholders of whom two thousandfive hundred thirty-four (2,534)
stockholders each own 100 or more shares.

Track record of registration:

Date Authorized shares Number of Shares Issued Issue Price


1990 500,000,000 262,500,000 P1
1991 500,000,000 128,175,350 1
1995 1,500,000,000 381,350,700 1
1998 900,000,000 227,973,950 1
2000 1,600,000,000 409,324,650 1
2001 – 175,000,000 1
2003 – 94,500,000 1
2004 – 200,500,000 1
2005 – 187,000,000 1
2006 – 308,550,000 1
2007 1,000,000,000 250,000,000 1
2008 – 261,555,000 1
2009 – 143,855,250 1
2013 – 151,048,012 1
Forward
- 47 -

2014 – 95,160,248 1
2015 – 98,015,055 1
2016 – 100,955,507 1
6,000,000,000 3,475,463,722

Retained Earnings and Dividends


In a meeting held on July 14, 2016, the BOD unanimously approved (and ratified by the
shareholders at the annual stockholders’ meeting on the same date) the declaration of a P101.0
million stock dividends to be taken from the unrestricted retained earnings of the Company as at
December 31, 2015. Moreover, the BOD also approved the issuance of 101.0 million shares
with a par value of one peso (P1.00) per share from its authorized and unissued capital stock.

The stock dividend of 101.0 million shares is equivalent to 3% based on the issued and
outstanding capital stock of the Company of 3,365,183,565 (net of treasury shares 9,324,650)
shares with a par value of One Peso (P1.00) in 2016, respectively.

Treasury Shares
As at December 31, 2018 and 2017, treasury shares amounted to P16.3 million. This is
equivalent to 9.3 million shares of the outstanding shares.

17. Related Party Transactions

Parties are considered to be related if one of the party has the ability to control the other party or
exercise significant influence over the other party in making financial and operating decisions.
This includes: (a) individuals owning, directly or indirectly through one or more intermediaries,
control are controlled by, or under common control with the Company; (b) subsidiaries; and ( c)
individuals owning, directly or indirectly, an interest in the voting power of the Company that give
them significant influence over the Company and close members of the family of any such
individual.

The Company, in the normal course of business, has provided and/or received advances,
services and/or goods to and from related parties. The related party transactions were made at
terms equivalent to those that prevail in arm's length transactions. The following are the details
of related party transactions:

Allowance for bad debts/ Bad Amount of the Transaction Outstanding Balance
Year Classification Terms and Condition debts for the year (in millions) (in millions)
Parent Company
US 2018 Rent expense (Notes Lease term is for one (1) none P8.41 P0.7
Automotive 19 and 21) year period and renewable
annually upon mutual
2017 8.41 –
agreement of the parties

Other Related Parties


Philippine 2018 Trade and other Advertising rates charged none 2.80 40.89
Trust Bank receivables (Note 6) are the same as charged to
2017 regular customers; 16.00 89.53

2018 Rent expense (Notes Lease term is for one (1) none 2.23 0.18
19 and 21) year, period and renewable
annually upon mutual
2017 2.18 –
agreement by the parties

2018 Loans payables Payable in lump-sum; 3.5% none – 1,000.00


(Note 15) interest rate payable in
2017 advance every 30 days – 1,000.00

2018 Interest expense Payable in lump-sum; 3.5% none 39.80 –


(Note 15) interest rate payable in
advance every 30 days
2017 35.44 –

Forward
- 48 -

2018 Cash in bank (Note 5) Earns interest at prevailing none 19.71 19.71
bank deposit rates;
unimpaired; and
2017 29.36 29.36
unrestricted as to
withdrawals
Philtrust 2017 Trade and other Advertising rates charged none 4.06 13.54
Realty receivables (Note 6) are the same as charged to
Corporation 2016 regular customers; 6.75 19.01

Euro-Med 2018 Trade and other Advertising rates charged none 4.21 0.44
Laboratories receivables (Note 6) are the same as charged to
Phil, Inc. regular customers;
2017 4.70 0.69

Manila 2018 Trade and other Advertising rates charged none 2.53 9.06
Hotel receivables (Note 6) are the same as charged to
2017 regular customers; 17.28 11.21

Centro 2018 Trade and other Advertising rates charged none 4.04 1.33
Escolar receivables (Note 6) are the same as charged to
University 2017 regular customers; 3.40 1.27

Advances to 2018 Prepaid benefit cost Non-interest bearing, none 59.44 29.36
Officers and (Note 23) unimpaired
employees
2017 72.10 88.80

Significant related party transactions include the following:


a) The Company is leasing its warehouse at PPL Building, United Nations Avenue corner San
Marcelino Street, Manila from US Automotive Co., Inc. (US Automotive) a majority
stockholder of the Company. The lease is for one (1) year period and is being renewed
annually subject to mutual agreement of the parties. Outstanding lease payable amounted to
P701,307 as at December 31, 2018 and none in 2017. There are no other ongoing
contractual or other commitments as a result of the arrangement.

b) The Company is leasing its selected office branch to Philtrust Bank, an affiliate. The lease is
for one (1) year period and is being renewed annually subject to mutual agreement of the
parties. Outstanding lease payable amounted to P182,692 as at December 31, 2018 and
none in 2017.

c) The Company also engages in regular bank transactions with Philtrust Bank.

d) The Company provides advertising services to its affiliates under regular term of service. No
impairment as to collectivity were recognized on receivables to affiliates.

There are no parties that fall outside the definition of "related parties" with whom the Company or
its related parties have a relationship that enables the parties to negotiate terms of material
transactions that may not be available from other, more clearly independent parties at an arm's
length basis.

Compensation of Key Management Personnel


The compensation of the Company’s directors is stipulated in the By-Laws of the Company
which is 3% of the yearly net profits before payment of income tax is distributed among them in
proportion to the number of regular special meetings of the BOD actually attended by each. The
Company does not enter into an employment/management contract with any of its executive
officers. The Company maintains retirement plan for all regular officers and employees.
Retirement computations are the same both for executives and rank and file employees. There
are no outstanding warrants or options held by directors and officers.
- 49 -

The summary of compensation of key management personnel of the Company are as follows:

2018 2017
Short-term benefits P80,457,240 P82,391,073
Post-employment benefits 71,182,984 78,479,540
P151,640,224 P160,870,613

There are no advances made to/from related party which are interest-bearing or noninterest-
bearing.

Transactions with Retirement Plans


Under PFRS, certain post-employee benefit plans are considered related parties. The
Company’s retirement plan is maintained in a separate bank account which is being
administered by the Company’s treasurer. The fund consists of the following:

2018 2017
Retirement fund account P149,949,657 P84,583,875
Advances to officers and employees 29,358,418 88,800,000
P179,308,075 P173,383,875

The Company’s contributions in retirement benefit amounted to P25.42 million in 2018 and
P27.32 million in 2017 (see Note 23).

18. Net Sales

This account consists of:

2018 2017 2016


Advertising P991,671,113 P1,143,110,627 P1,415,899,042
Circulation 1,185,309,953 1,230,699,995 1,378,711,856
2,176,981,066 2,373,810,622 2,794,610,898
Less sales returns and discount 205,185,602 231,804,181 246,061,736
P1,971,795,464 P2,142,006,441 P2,548,549,162

19. Cost of Sales and Services

This account consists of:

2018 2017 2016


Newsprint, ink and press supplies P1,000,862,647 P1,050,189,415 P1,389,367,766
Salaries and employee benefits (Note 23) 120,659,607 99,456,360 95,642,531
Communication, light and water 56,320,940 15,515,701 17,564,701
Security and janitorial 53,386,376 40,010,750 42,154,210
Freight and handling charges 49,049,370 28,050,781 29,054,523
Depreciation expense (Note 9) 45,425,924 51,127,996 59,310,362
Repairs and maintenance 24,608,321 19,035,370 22,154,564
Transportation and travel 21,522,054 1,082,850 5,015,462
Features purchased and news services 17,400,287 15,324,287 16,254,263
News service 16,253,779 10,525,456 12,546,540
Rentals (Notes 17 and 24) 7,949,636 7,645,364 7,545,610
Gas and oil 6,191,433 5,656,450 6,154,145
Forward
- 50 -

Stationery and office supplies 6,149,004 9,500,505 8,574,510


Professional fees 5,881,386 5,125,263 5,425,274
Insurance 4,002,825 3,884,524 4,024,545
SSS and Pag-ibig premiums 2,501,274 1,890,124 1,845,125
Taxes and licenses 950,435 945,125 950,455
Advertising and promotions 547,675 500,614 515,215
Membership dues and subscriptions 98,676 87,001 91,526
Entertainment and representation 92,248 90,245 91,244
Others 11,979,410 8,705,924 10,654,754
P1,451,833,307 P1,374,350,105 P1,734,937,325

20. Other Operating Income

This account consists of:

2018 2017 2016


Sale of spoiled newspaper P21,087,211 P25,766,209 P30,426,591
Printing services 19,300,268 55,496,980 61,776,572
Sale of scrap newspaper 7,815,985 10,468,641 9,337,040
Rental income (Notes 24 and 29) 5,594,585 6,087,368 7,682,838
Income from events and others (Note 29) 2,451,237 898,404 443,684
Royalty income (Note 29) 1,649,311 1,795,794 1,427,971
Income from notarization 607,483 664,012 741,116
Gain on disposal of property, plant and
equipment (Note 29) – 12,700,000 111,999
Miscellaneous 1,490,896 4,259,867 4,195,195
P59,996,976 P118,137,275 P116,143,006

Miscellaneous income includes revenue from additional price that the Company charges for
special designs, colors and borders of advertisement.

21. Operating Expenses

This account consists of:

2018 2017 2016


Salaries and employee benefits (Note 23) P123,316,755 P242,919,012 P252,133,029
Allowance for ECL (Note 6) 95,178,729 13,064,968 18,269,321
Freight and handling charges 64,018,990 104,593,495 105,032,006
Advertising and promotions 61,230,721 88,501,678 92,382,849
Communication, light and water 43,554,642 79,810,936 93,606,871
Depreciation (Note 9) 21,310,900 19,042,141 17,434,330
Taxes and licenses 16,878,497 31,327,459 17,477,022
Security and janitorial 11,628,397 48,563,642 69,010,084
Features purchased and news services 9,661,014 42,519,835 45,089,286
Commission 6,390,353 5,623,693 4,288,877
SSS and Pag-ibig premiums 6,303,336 8,506,673 10,190,371
Professional fees 5,461,980 15,493,250 7,437,121
Repairs and maintenance 5,398,292 11,416,336 14,010,490
Rentals (Notes 17 and 24) 5,389,112 13,473,236 16,645,999
Stationery and office supplies 3,916,694 1,479,584 1,224,281
Gas and oil 3,750,396 7,473,216 8,627,319
Documentary stamps 3,422,273 6,348,669 3,186,559
- 51 -

Charitable contributions 2,320,000 2,420,000 270,000


Insurance 1,786,623 5,186,533 5,614,320
Membership dues and subscriptions 1,497,716 1,817,697 1,663,454
Entertainment and representation 860,500 968,233 1,946,883
Transportation and travel 523,650 22,911,615 38,435,529
Others 81,792 207,656 7,532,408
P493,881,362 P773,669,557 P831,508,409

22. Other Income (Expenses)

This account consists of:

2018 2017 2016


Realized foreign exchange gain P500,812 P720,355 P–
Interest income (Note 5) 39,433 86,074 70,329
Unrealized foreign exchange loss (411,603) (128,212) (400,358)
Interest expense (63,710,399) (48,730,443) (42,373,798)
(P63,581,757) (P48,052,226) (P42,703,827)

23. Retirement Benefits

The Company has a funded, non-contributory retirement plan, administered by a common


retirement trustee, covering its employees on regular status. Retirement benefits are provided
for under the Collective Bargaining Agreement (CBA). Pertinent provision of the Agreement
provides for, the payment of gratuity benefits based on the longevity of service to resigned
employees. However, under Section 4, Article X of the agreement, the Company at its option,
may retire any employee or worker who had rendered at least 20 years of service or had
reached the age of 60 years on his birthday by paying him full benefits provided in Section 1 of
the same Article.

The Company set up a fund to fully cover the estimated liability for retirement benefits. As a
result, the Company maintains a separate bank account exclusively for the purpose of the plan.

All officers and regular employees are allowed to borrow from the retirement fund. The
Treasurer of the Company oversees the management of the said retirement fund.

Net benefit expenses included in "Salaries and employee benefits" recognized in the statements
of comprehensive income are as follows:

2018 2017 2016


Current service cost P8,508,983 P8,837,885 P9,791,082
Interest cost 8,767,309 7,933,923 7,691,496
Interest income on plan assets (9,882,841) (9,153,336) (8,486,051)
Balance at end of year P7,393,451 P7,618,472 P8,996,527

The amounts recognized in the Company’s statements of financial position are as follows:

2018 2017
Fair value of plan assets P179,308,075 P173,383,175
Present value of obigation 138,074,545 153,812,435
Prepaid benefit obligation P41,233,530 P19,570,740
- 52 -

The movement in the present value of the obligation are presented below:

2018 2017
Balance at beginning of year P153,812,435 P149,696,663
Current service cost 8,508,983 8,837,885
Interest cost 8,767,309 7,933,923
Actuarial loss (14,635,198) 10,238,524
Benefits paid by the plan (18,378,984) (22,894,560)
Balance at end of year P138,074,545 P153,812,435

The movement in the fair value of plan assets are presented below:

2018 2017
Balance at beginning of year P173,383,175 P172,704,446
Contributions paid into the plan 25,418,054 27,322,139
Benefits paid by the plan (18,378,984) (22,894,560)
Interest income 9,882,841 9,153,336
Remeasurement losses (10,997,011) (12,902,186)
Balance at end of year P179,308,075 P173,383,175

The movement in the prepaid benefit obligation recognized in the statements of financial position
is as follows:

2018 2017
Balance at beginning of year P19,570,740 P23,007,783
Total retirement expense (7,393,451) (7,618,472)
Total actuarial gains (losses) recognized in OCI 3,638,187 (23,140,710)
Actual contributions 25,418,054 27,322,139
Balance at end of year P41,233,530 P19,570,740

The movement of accumulated actuarial losses recognized in the statements of financial


position is as follow:

2018 2017
Accumulated actuarial losses - beginning (P91,038,301) (P74,839,804)
Remeasurement loss - plan assets (10,997,011) (12,902,186)
Actuarial gain (loss) - obligation 14,635,198 (10,238,524)
Effect of asset ceiling – –
Actuarial gains (losses) recognized during the year 3,638,187 (23,140,710)
Income tax effect (1,091,456) 6,942,213
2,546,731 (16,198,497)
Accumulated other comprehensive loss - end (P88,491,570) (P91,038,301)

Retirement benefit expense are distributed as follows:

2018 2017
Cost of sales (Note 19) P2,749,289 P2,832,964
Operating expenses (Note 20) 4,644,162 4,785,508
P7,393,451 P7,618,472
- 53 -

Plan asset is composed of the following:

2018 2017
Retirement fund account P149,949,657 P84,583,175
Advances to officers and employees 29,358,418 88,800,000
P179,308,075 P173,383,175

Shown below is the maturity profile of the undiscounted benefit payments:

Plan Year Expected Benefit Payments


1-5 years P82,432,704
6-10 years 68,679,824
11-15 years 98,938,618
16 years and up 243,897,598
P493,948,744

The assumptions used to determine retirement benefits of the Company are as follows:

2018 2017
Discount rate 7.40% 5.70%
Salary increase rate 3.00% 3.00%

Sensitivity analysis on net retirement liability as at December 31, 2018 are as follows:

Imapact on defined
benefit obligation
Increase/decrease Increase (decrease)
Discount rate +0.50% (P45,855,153)
-0.50% (36,300,782)
Salary rate +0.50% (36,539,799)
-0.50% (45,663,552)

24. Commitments

Operating leases
Company as lessee
The Company leases a number of offices under operating leases. The leases typically run for a
period of 1-5 years. Some leases provide an option to renew the lease term at the end of the
lease-term and are being subjected to reviews to reflect current market rentals.

Rental expenses charged to cost of sales amounted to about P7,949.6 million, P7,645.4 million,
and P7,545.6 million in 2018, 2017 and 2016 respectively (see Note 19).

Rental expenses included in operating expenses in the statement of comprehensive income


amounted to P5,389.2 million, P13,473.2 million, and P16,646.0 million in 2018, 2017, and 2016
respectively (see Note 21).
- 54 -

At year end, the Company has outstanding commitments under noncancellable operating leases
that fall due as follows:

2018 2017
Within 1 year P12,533,178 P12,395,860
Later than 1 year but within 5 years 12,909,172 12,767,735
P25,442,350 P25,163,595

Company as lessor
The Company has entered into lease agreements covering buildings owned were branches are
also located. The non-cancellable leases run from 1 to 10 years, with the option to renew the
lease term at the end of the lease term. All leases include a clause to enable upward revision of
the rental charge on an annual basis based on prevailing market conditions.

Future minimum rental receivables under non-cancellable operating leases are as follows:

2018 2017
Within 1 year P5,594,585 P6,482,092
Later than 1 year but within 5 years 16,783,755 19,446,277
P22,378,340 P25,928,369

Rental income recognized in the statement of comprehensive income amounted to P5.6 million,
P6.1 million, and P7.7 million in 2018, 2017, and 2016, respectively (see Note 20).

Royalty income
The Company have an existing Copyright Agreement with various social media platforms,
allowing them to share the Company’s web articles, releases and publications in order to provide
information about the current status in the business section. Under the Agreement, those
platforms pay royalty fees based on the number of views per article. Royalty earned in 2018,
2017, and 2016 amounted to P1.6 million, P1.8 million, and P1.4 million, respectively (see Note
20).

25. Income Taxes

Income tax expense consists of:

2018 2017 2016


Current P12,243,152 P18,042,767 P18,612,011
Deferred (5,964,142) (3,837,847) (5,598,513)
P6,279,010 P14,204,920 P13,013,498

The components of the Company’s net deferred tax assets account consists of tax
consequences on the following:

2018 2017 2016


Retirement liability – retirement benefit
obligation on OCI P37,924,959 P39,016,415 P32,074,202
Allowance for ECL 28,810,250 28,003,846 24,084,355
Unamortized past service cost 5,072,721 – –
Net unrealized foreign exchange loss – net 123,481 38,464 120,108
P71,931,411 P67,058,725 P56,278,665
- 55 -

The following are the computation of RCIT:

2018 2017 2016


Income before income tax P22,496,013 P64,071,827 P55,542,607
Add (deduct) permanent differences:
Nondeductible miscellaneous expense 106,332 – –
Nondeductible interest expense 16,430 35,506 23,209
Nondeductible retirement expense – 7,618,472 8,996,527
Retirement paid – (22,894,560) (19,693,687)
Interest income subjected to final tax (39,433) (86,074) (70,329)
Royalty income subjected to final tax (1,649,311) (1,795,794) (1,427,971)
Add (deduct) temporary differences:
Allowance for ECL 95,178,729 13,064,968 18,269,321
Current year past service liability 16,909,071 – –
Net unrealized foreign exchange loss for
current year 411,603 128,212 400,358
Net unrealized foreign exchange loss from
last year - deemed realized this year (128,212) – –
Bad debts written-off (92,490,715) – –
Taxable income P40,810,507 P60,142,557 P62,040,035
Tax due at 30% P12,243,152 P18,042,767 P18,612,011

The following are the computation of MCIT:

2018 2017 2016


Net sales P1,971,795,464 P2,142,006,441 P2,548,549,162
Cost of sales and services (1,451,833,307) (1,374,350,105) (1,734,937,325)
Gross profit 519,962,157 767,656,336 813,611,837
Other operating income 58,347,665 118,137,275 116,143,006
Foreign exchange gains 372,600 720,355 –
Taxable income P578,682,422 P886,513,966 P929,754,843
Tax due at 2% P11,573,648 P17,730,279 P18,595,097

The current provision for income tax in 2018 and 2017 represents RCIT.

The reconciliation of the tax computed at statutory tax rate to provision for income tax follow:

2018 2017 2016


Tax at applicable statutory tax rate P6,748,804 P19,221,548 P16,662,782
Adjustments for:
Nondeductible miscellaneous expense 31,900 – –
Nondeductible interest expense 4,929 10,652 6,963
Nondeductible retirement expense – 2,405,648 2,701,349
Retirement paid – (6,868,368) (5,908,106)
Interest income subjected to final tax (11,830) (25,822) (21,099)
Royalty income subjected to final tax (494,793) (538,738) (428,391)
P6,279,010 P14,204,920 P13,013,498
- 56 -

26. Earnings Per Share

Basic/diluted EPS based on net income are as follows:

2018 2017 2016


Net income P16,217,003 P49,866,907 P42,529,109
Divided by weighted average number of
issued and outstanding common shares 3,475,463,722 3,475,463,722 3,475,463,722
P0.00 P0.01 P0.01

Basic/diluted EPS based on total comprehensive income are as follows:

2018 2017 2016


Total comprehensive income P18,763,734 P33,668,410 P40,022,763
Divided by weighted average number of
issued and outstanding common shares 3,475,463,722 3,475,463,722 3,475,463,722
P0.01 P0.01 P0.01

Diluted EPS is equal to the basic EPS since the Company does not have potential dilutive
shares.

27. Other Component of Equity

This account pertains to cumulative comprehensive income (loss) recognized in the statements
of comprehensive income. Comprehensive income (loss) consists of net income or loss for the
year, together with other gains and losses that are not recognized in profit or loss for the year as
required or permitted by PFRS [collectively described as “Other comprehensive income (loss)”.

Details of other comprehensive income (loss) in the statements of comprehensive income are as
follows:

2018 2017 2016


Actuarial loss P3,638,187 (P23,140,710) (P3,580,494)
Tax effect (1,091,456) 6,942,213 1,074,148
P2,546,731 (P16,198,497) (P2,506,346)

28. Changes in Liabilities Arising from Financing Activities

The following table summarizes the changes in liabilities arising from financing activities:

December 31, Foreign exchange December 31,


2017 Cash flows movement 2018
Trust receipts payable P82,813,354 P28,802,365 P– P111,615,719
Loans payable 1,335,000,000 (65,000,000) – 1,270,000,000
P1,417,813,354 (P36,197,635) P– P1,381,615,719

December 31, Foreign exchange December 31,


2016 Cash flows movement 2017
Trust receipts payable P121,499,611 (P38,686,257) P– P82,813,354
Loans payable 1,272,000,000 63,000,000 – 1,335,000,000
P1,393,499,611 P24,313,743 P– P1,417,813,354
- 57 -

There are no non-cash changes arising from financing activities in 2018 and 2017.

29. Reclassification of Accounts

The following accounts in 2017 have been reclassified to conform with the 2018 financial
statement presentation:

Reclassified From Reclassified To Amount


Prepaid taxes and other prepayments Prepaid freight
(under other current assets) (under other current assets) P72,379,946
Prepaid taxes and other prepayments Prepaid insurance
(under other current assets) (under other current assets) 3,745,834
Prepaid taxes and other prepayments Prepaid postage
(under other current assets) (under other current assets) 4,441,438
Prepaid taxes and other prepayments Supplies and machinery in
(under other current assets) transit
(under other current assets) 7,867,287
Prepaid taxes and other prepayments Prepaid expenses
(under other current assets) (under other current assets) 7,827,012
Prepaid taxes and other prepayments Others
(under other current assets) (under other current assets) 1,587,221
Deferred input tax Trade (under trade and other
(under other noncurrent assets) receivables) 97,023,712
Rental and other deposits Rental deposits
(under other noncurrent assets) (under other noncurrent
assets) 4,961,781
Rental and other deposits Recoverable deposits
(under other noncurrent assets) (under other noncurrent 4,073,536
assets) 315,000
AFS Financial assets Investment in club shares
(under other noncurrent assets) (under other noncurrent
assets) 315,000
Rental income Rental income
(under other expense – net) (under other operating income) 6,087,368
Royalty Income Royalty Income
(under other expense – net) (under other operating income) 1,795,794
Income from events and others Income from events and others
(under other expense – net) (under other operating income) 898,404
Gain on disposal of property, plant and Gain on disposal of property, plant and
equipment equipment
(under other expense – net) (under other operating income) 12,700,000
- 58 -

30. Supplemental Information Required Under Revenue Regulation 15-2010 and 19-2011

Revenue Regulation 15-2010

On November 25, 2010, the Bureau of Internal Revenue (BIR) issued Revenue Regulation
(RR) 15-2010, which requires certain information on taxes, duties and license fees paid or
accrued during the taxable year to be disclosed as part of the notes to financial statements. This
supplemental information, which is an addition to the disclosure required under full PFRS, is
presented as follows:

VAT Output Tax


Output VAT declared in the Company's VAT returns are as follows:

2018 2017
Gross Sales/ Net Sales/
Receipts Output VAT Receipts Output VAT
Taxable Sales:
Sale of goods P540,105,914 P64,812,710 P579,368,673 P69,524,241
Exempt sales 576,333,054 – 1,000,978,918 –
Zero-rated sales 36,227,140 – 36,874,627 –
P1,152,666,108 P64,812,710 P1,617,222,218 P69,524,241

Zero-rated sales of goods consists of sales to Philippine Economic Zone Authority (PEZA)
registered companies and embassies.

VAT Input Tax


The amount of VAT input claimed in follows:

2018 2017
Balance at January 1 P– P–
Current year's purchases of:
Importation 30,747,627 18,843,034
Domestic purcahses of goods 24,166,742 36,981,812
Total available input tax 54,914,369 55,824,846
Creditable VAT withheld 3,695,471 4,330,771
Total allowable input tax 51,218,898 51,494,075
Deduction against output tax (51,218,898) (51,494,075)
P– P–

Taxes on Importation
Details of importations in are as follows:

2018 2017
Landed cost P251,736,979 P185,050,871

Custom duties and taxes accrued or paid P5,951,062 P10,877,447

Excise Tax
The Company does not have excise tax in 2018 and 2017 since it does not have any
transactions which are subject to excise tax.
- 59 -

Documentary Stamp Tax


Documentary stamp tax paid arising from applications for certain interest-bearing loans and
borrowings in 2018 and 2017 amounted to P3,422.3 million and P6,348.7 million, respectively.

Taxes and Licenses


The details of taxes and licenses are charged to cost of sales and services and operating
expenses are as follows:

2018 2017
Real property tax P12,689,468 P13,693,316
Business permits and licenses 3,494,355 16,729,439
Others 1,645,109 904,704
P17,828,932 P31,327,459

Withholding Taxes
The following are the amount of withholding taxes:

2018 2017
Withholding taxes on compensation P18,667,784 P31,875,212
Creditable – at source 11,630,309 12,404,547
P30,298,093 P44,279,759

Deficiency Tax Assessment


The Company does not have any deficiency tax assessments with BIR or tax cases outstanding
or pending in courts or bodies outside of the BIR as of December 31, 2018 and 2017.

Revenue Regulation 19-2011

Revenue Regulation 19-2011 was issued to prescribe the new BIR forms that will be used for
Income Tax filing covering and starting with December 31, 2011, and to modify Revenue
Memorandum Circular No. 57-2011 dated November 25, 2011.

The following are the schedules prescribed under existing revenue issuances applicable to the
Company as of December 31, 2018:

Revenue

Exempt RCIT
Sales P– P2,176,981,066
Less sales returns and discount – 205,185,602
P– P1,971,795,464

Cost of Sales
The breakdown of the Company's cost of sales for income tax purposes is as follows:

Exempt RCIT

Newsprint, ink and press supplies P– P1,000,862,647


Salaries and employee benefits – 120,659,607
Communication, light and water – 56,320,940
Security and janitorial – 53,386,376
Freight and handling charges – 49,049,370
Forward
- 60 -

Depreciation expense – 45,425,924


Repairs and maintenance – 24,608,321
Transportation and travel – 21,522,054
Features purchased and news services – 17,400,287
News service – 16,253,779
Rentals – 7,949,636
Gas and oil – 6,191,433
Stationery and office supplies – 6,149,004
Professional fees – 5,881,386
Insurance – 4,002,825
SSS and Pag-ibig premiums – 2,501,274
Advertising and promotions – 547,675
Taxes and licenses – 950,435
Membership dues and subscriptions – 98,676
Entertainment and representation – 92,248
Others – 11,873,078
P– P1,451,726,975

Non-operating and Taxable Other Income


Exempt RCIT
Other operating income P– P58,347,665
Net unrealized foreign exchange gain – 372,600
P– P58,720,265

Itemized Deductions
Details of the Company's itemized deductions for the year are as follows:

Exempt RCIT
Salaries and employee benefits P– P106,407,684
Bad debts written off – 92,490,715
Freight and handling charges – 64,018,990
Interest expense – 63,693,969
Advertising and promotions – 61,230,721
Communication, light and water – 43,554,642
Depreciation – 21,310,900
Taxes and licenses – 16,878,497
Security and janitorial – 11,628,397
Features purchased and news services – 9,661,014
Commission – 6,390,353
SSS and Pag-ibig premiums – 6,303,336
Professional fees – 5,461,980
Repairs and maintenance – 5,398,292
Rentals – 5,389,112
Stationery and office supplies – 3,916,694
Gas and oil – 3,750,396
Documentary stamps – 3,422,273
Charitable contributions – 2,320,000
Insurance – 1,786,623
Membership dues and subscriptions – 1,497,716
Forward
- 61 -

Entertainment and representation – 860,500


Transportation and travel – 523,650
Others – 81,793
P– P537,978,247

Taxes and Licenses


The details of taxes and licenses charged to cost of sales and services and operating expenses

Exempt RCIT
Real property tax P– P12,689,468
Community tax certificate – -
Business permits and licenses – 3,494,355
Others – 1,645,109
P– P17,828,932
MANILA BULLETIN PUBLISHING CORPORATION
Schedule A – Financial Assets
December 31, 2018

Number of Value based


Shares on Market
or Principal Quotations at
Name of Issuing Entity and Amounts of Amount End of Income
Association of Bonds Shown in the Reporting Received and
Each Issue and Notes Balance Sheet Period Accrued

Cash in banks – P35,523,613 P35,523,613 P39,433

Trade and other receivables


Trade – 1,508,622,749 1,508,622,749 –
Others – 149,096,304 149,096,304 –
1,657,719,053 1,657,719,053 –

Other noncurrent assets


Recoverable deposits – 4,308,019 4,308,019 –
Investment in club shares
Quezon City Sports
Club, Inc. 1 210,000 210,000 –
Montemar Beach Club 1 40,000 40,000 –
Metropolitan Equestrian and
Country Club Inc. 1 35,000 35,000 –
Philippine Columbian
Association 1 30,000 30,000 –
4,623,019 4,623,019 –
MANILA BULLETIN PUBLISHING CORPORATION
Schedule B – Amounts Receivable from Directors, Officers, Employees, Related Parties,
and Principal Stockholders
December 31, 2018

Balance at
Name and Designation Beginning of Amounts Balance at End
of Debtor Period Additions Collected Current Not Current of Period

Advances to
Officers/Employees:

Retirement P88,800,000 P– P59,441,582 P29,358,418 P– P29,358,418


MANILA BULLETIN PUBLISHING CORPORATION
Schedule C – Amounts Receivable from and Payable to Related Parties which are
Eliminated during the Consolidation of Financial Statements
December 31, 2018

Name and Balance at


Designation Beginning of Amounts Amounts Balance at End of
of Debtor Period Additions Collected Written Off Current Not Current Period
Not Applicable
MANILA BULLETIN PUBLISHING CORPORATION
Schedule E – Long Term Debt
December 31, 2018

Amount shown under


caption "Current portion of Amount shown under
Title of issue and type of Amount authorized by long-term debt" in related caption "Long-Term Debt"
obligation indenture balance sheet in related balance sheet

Promissory notes P270,000,000 P270,000,000 P–

Long-term loan 1,000,000,000 – 1,000,000,000


P1,270,000,000 P270,000,000 P1,000,000,000
MANILA BULLETIN PUBLISHING CORPORATION
Schedule F – Indebtedness to Related Parties (Long-Term Loans from Related Companies)
December 31, 2018

Name of related party Balance at beginning of period Balance at end of period

Philipine Trust Bank 1,000,000,000 1,000,000,000


MANILA BULLETIN PUBLISHING CORPORATION
Schedule D – Intangible Assets - Other Assets
December 31, 2018

Other
Charged to Charged to Changes
Beginning Additions at Cost and Other Additions Ending
Description Balance Cost Expenses Accounts (Deductions) Balance

Goodwill P5,000,000 P– P– P– P– P5,000,000


MANILA BULLETIN PUBLISHING CORPORATION
Schedule G – Guarantees of Securities and Other Issues
December 31, 2018

Name of issuing
entity of securities
guaranteed by the Title of issue of
company for which each class of Total amount Amount owned by
this statement is securities guaranteed and person for which Nature of
filed guaranteed outstanding statement is filed guarantee
None
MANILA BULLETIN PUBLISHING CORPORATION
Schedule H – Capital Stock
December 31, 2018

Number of
Shares
Reserved for
Options,
Number of Warrants, Number of Shares Held By
Number of Shares Conversions, Directors,
Title of Shares Issued and and Other Officers and
Issue Authorized Outstanding Rights Affiliates Employees Others

Common 6,000,000 3,466,139,072 – 2,694,964,035 8,412,991 762,762,046


MANILA BULLETIN PUBLISHING CORPORATION

PHILIPPINE FINANCIAL REPORTING STANDARDS AND INTERPRETATIONS


Not Not
Adopted
Adopted Applicable
Effective as of December 31, 2018

Framework for the Preparation and Presentation of Financial Statements

Conceptual Framework Phase A: Objectives and qualitative characteristics

PFRSs Practice Statement Management Commentary


PFRSs Practice Statement Making Materiality Judgments
Philippine Financial Reporting Standards
PFRS 1 First-time Adoption of Philippine Financial Reporting Standards
(Revised)
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
Amendments to PFRS 1: Borrowing Costs
Amendments to PFRS 1: Meaning of Effective PFRS
Amendments to PFRS 1: First-time Adoption of Philippine
Financial Reporting Standards (Changes to the Basis for
Conclusions only) (Part of Annual Improvements to PFRSs 2011
– 2013 Cycle)
Amendments to PFRS 1: Deletion of Short-term Exemptions for
First-time Adopters (Part of Annual Improvements to PFRSs 2014
– 2016 Cycle)
PFRS 2 Share-based Payment
Amendments to PFRS 2: Vesting Conditions and Cancellations
Amendments to PFRS 2: Group Cash-settled Share-based
Payment Transactions
Amendment to PFRS 2: Definition of Vesting Period
Amendment to PFRS 2: Classification and Measurement of Share-
based Payment Transactions
PFRS 3 Business Combinations
(Revised) Amendment to PFRS 3: Accounting for Contingent Consideration
in a Business Combination
Amendment to PFRS 3: Scope Exceptions for Joint
Arrangements
Amendments to PFRS 3 and PFRS 11: Previously Held Interest
in a Joint Operation (Part of Annual Improvements to PFRSs Not early adopted
2015 – 2017 Cycle)
Amendments to PFRS 3: Definition of a Business Not early adopted
PFRS 4 Insurance Contracts

Amendments to PFRS 4: Insurance Contracts, Applying PFRS 9,


Financial Instruments, with PFRS 4
PFRS 5 Non-current Assets Held for Sale and Discontinued Operations
Amendment to PFRS 5: Changes in Methods of Disposal
PFRS 6 Exploration for and Evaluation of Mineral Resources
-2-

PHILIPPINE FINANCIAL REPORTING STANDARDS AND INTERPRETATIONS


Not Not
Adopted
Adopted Applicable
Effective as of December 31, 2018
PFRS 7 Financial Instruments: Disclosures
Amendments to PAS 39 and PFRS 7: Reclassification of
Financial Assets
Amendments to PAS 39 and PFRS 7: Reclassification 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
Amendments to PFRS 7: Servicing Contracts
Amendments to PFRS 7: Applicability of the Amendments to
PFRS 7 to Condensed Interim Financial Statements
PFRS 8 Operating Segments
Amendments to PFRS 8: Aggregation of Operating Segments
and Reconciliation of the Total of the Reportable Segments'
Assets to the Entity's Assets
PFRS 9 Financial Instruments (2014)
Amendments to PFRS 9: Mandatory Effective Date of PFRS 9
and Transition Disclosures
Amendments to PFRS 9:Prepayment Features with Negative
Not early adopted
Compensation
PFRS 10 Consolidated Financial Statements
Amendments to PFRS 10: Investment Entities
Amendments to PFRS 10: Sale or Contribution of Assets between
an Investor and its Associate or Joint Venture
Amendments to PFRS 10: Investment Entities: Applying the
Consolidation Exception
PFRS 11 Joint Arrangements
Amendments to PFRS 11: Investment Entities
Amendments to PFRS 11: Accounting for Acquisitions of
Interests in Joint Operations
Amendments to PFRS 3 and PFRS 11: Previously Held Interest
in a Joint Operation (Part of Annual Improvements to PFRSs Not early adopted
2015 – 2017 Cycle)
PFRS 12 Disclosure of Interests in Other Entities
Amendments to PFRS 12: Investment Entities: Applying the
Consolidation Exception
Amendments to PFRS 12: Clarification of the Scope of the
Disclosure Requirements in PFRS 12
PFRS 13 Fair Value Measurement
Amendment to PFRS 13: Short-term Receivables and Payables
Amendment to PFRS 13: Portfolio Exception
PFRS 14 Regulatory Deferral Accounts
PFRS 15 Revenue from Contracts with Customers
Amendments to PFRS 15: Clarifications to PFRS 15
PFRS 16 Leases Not early adopted
PFRS 17 Insurance Contracts Not early adopted
-3-

PHILIPPINE FINANCIAL REPORTING STANDARDS AND INTERPRETATIONS


Not Not
Adopted
Adopted Applicable
Effective as of December 31, 2018
Philippine Accounting Standards
PAS 1 Presentation of Financial Statements
(Revised) 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
Amendments to PAS 1: Clarification of the Requirements for
Comparative Presentation
Amendments to PAS 1: Disclosure Initiative
Amendments to PAS 1: Presentation of Financial Statement and
PAS 8, Accounting Policies, changes in Accounting Estimates
and Errors, Definition of Materia
PAS 2 Inventories
PAS 7 Statement of Cash Flows
Amendment to PAS 7: Disclosure Initiative
PAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
PAS 10 Events after the Reporting Period
PAS 12 Income Taxes
Amendment to PAS 12: Deferred Tax: Recovery of Underlying
Assets
Amendment to PAS 12: Recognition of Deferred Tax Assets for
Unrealized Losses
Amendments to PAS 12: Income Tax Consequences of
Payments on Financial Instruments Classified as Equity (Part of Not early adopted
Annual Improvements to PFRSs 2015 – 2017 Cycle)
PAS 16 Property, Plant and Equipment
Amendment to PAS 16: Classification of Servicing Equipment
Amendment to PAS 16: Revaluation Method - Proportionate
Restatement of Accumulated Depreciation
Amendment to PAS 16: Clarification of Acceptable Methods of
Depreciation and Amortization
Amendment to PAS 16: Bearer Plants
PAS 17 Leases
PAS 19 Employee Benefits
(Amended) Amendments to PAS 19: Defined Benefit Plans: Employee
Contributions
Amendments to PAS 19: Regional Market Issue Regarding
Discount Rate
Amendments to PAS 19: Plan Amendment, Curtailment or
Not early adopted
Settlement
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 Borrowing Costs
(Revised) Amendments to PAS 23: Borrowing Costs Eligible for
Not early adopted
Capitalization
-4-

PHILIPPINE FINANCIAL REPORTING STANDARDS AND INTERPRETATIONS


Not Not
Adopted
Adopted Applicable
Effective as of December 31, 2018
PAS 24 Related Party Disclosures
(Revised) Amendments to PAS 24: Key Management Personnel
PAS 26 Accounting and Reporting by Retirement Benefit Plans
PAS 27 Separate Financial Statements
(Amended) Amendments to PAS 27: Investment Entities
Amendments to PAS 27: Equity Method in Separate Financial
Statements
PAS 28 Investments in Associates and Joint Ventures
(Amended) Amendments to PAS 28: Sale or Contribution of Assets between
Not early adopted
an Investor and its Associate or Joint Venture
Amendments to PAS 28: Investment Entities: Applying the
Consolidated Exception
Amendment to PAS 28: Measuring an Associate or Joint Venture
at Fair Value
Amendments to PAS 28: Long-term Interests in Associates and
Not early adopted
Joint Ventures
PAS 29 Financial Reporting in Hyperinflationary Economies
PAS 32 Financial Instruments: Disclosure and Presentation
Amendments to PAS 32 and PAS 1: Puttable Financial
Instruments and Obligations Arising on Liquidation
Amendment to PAS 32: Classification of Rights Issues
Amendment to PAS 32: Tax Effect of Distribution to Holders of
Equity Instruments
Amendments to PAS 32: Offsetting Financial Assets and
Financial Liabilities
PAS 33 Earnings per Share
PAS 34 Interim Financial Reporting
Amendment to PAS 34: Interim Financial Reporting and Segment
Information for Total Assets and Liabilities
Amendment to PAS 34: Disclosure of Information 'Elsewhere in
the Interim Financial Reportl Assets and Liabilities
PAS 36 Impairment of Assets
Amendments to PAS 36: Recoverable Amount Disclosures for
Non-Financial Assets
PAS 37 Provisions, Contingent Liabilities and Contingent Assets
PAS 38 Intangible Assets
Amendments to PAS 38: Revaluation Method - Proportionate
Restatement of Accumulated Amortization
Amendments to PAS 38: Clarification of Acceptable Methods of
Depreciation and Amortization
PAS 40 Investment Property
Amendment to PAS 40: Investment Property
Amendment to PAS 40: Transfers of Investment Property
PAS 41 Agriculture
Amendment to PAS 41: Bearer Plants
Philippine Interpretations
Changes in Existing Decommissioning, Restoration and Similar
IFRIC 1
Liabilities

IFRIC 2 Members' Share in Co-operative Entities and Similar Instruments

IFRIC 4 Determining whether an Arrangement contains a Lease


-5-

PHILIPPINE FINANCIAL REPORTING STANDARDS AND INTERPRETATIONS


Not Not
Adopted
Adopted Applicable
Effective as of December 31, 2018
Rights to Interests arising from Decommissioning, Restoration
IFRIC 5
and Environmental Rehabilitation Funds
Liabilities arising from Participating in a Specific Market - Waste
IFRIC 6
Electrical and Electronic Equipment
Applying the Restatement Approach under PAS 29 Financial
IFRIC 7
Reporting in Hyperinflationary Economies
IFRIC 10 Interim Financial Reporting and Impairment
IFRIC 12 Service Concession Arrangements
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 19 Extinguishing Financial Liabilities with Equity Instruments
IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine
IFRIC 21 Levies
IFRIC 22 Foreign Currency Transactions and Advance Consideration
IFRIC 23 Uncertainty over Income Tax Treatments Not early adopted
SIC-7 Introduction of the Euro
SIC-10 Government Assistance - No Specific Relation to Operating
Activities
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-32 Intangible Assets - Web Site Costs
MANILA BULLETIN PUBLISHING CORPORATION
Schedule of Financial Soundness Indicators
For the Years Ended December 31, 2018 and 2017

Financial KPI Definition 2018 2017

Current/Liquidity Ratios
Current Assets
Current ratio 2.28 2.10
Current Liabilities

Current Assets – Inventory – Prepayments


Quick Ratio 1.26 1.19
Current Liabilities

Solvency Ratio/
Debt-to-equity Ratio
Total Liabilities
Debt to Equity Ratio 0.67 0.72
Equity

Asset to Equiy Ratio


Asset to Equiy Ratio/ Total Assets
1.67 1.72
Equity Multiplier Equity

Interest Rate Coverage


Ratio
Interest Rate Coverage
Operating EBITDA
Ratio/EBITDA Net Interest 2.40 3.76
Cover Net Interest

Profitability Ratio
Net Income
0.00 0.01
Return on Assets Average Total Assets

Net Income
0.00 0.01
Return on Equity Average Total Equity

Operating EBITDA
0.08 0.09
Operating EBITDA Margin Net Sales
MANILA BULLETIN PUBLISHING CORPORATION
Retained Earnings Available for Dividend Declaration
December 31, 2018

Unappropriated retained earnings, beginnig P192,894,782

Less deferred tax assests that reduced the amount of income tax expense 71,931,411

Unappropriated retained earnings as adjusted, beginning 120,963,371

Net income based on the face of AFS 16,217,003

Less non-actual/unrealized income net of tax


Amount of provision for deferred tax during the year that reduced the amount
of tax expense 4,872,686
Net income actual/realized 11,344,317

Unappropriated retained earnings, as adjusted, ending P132,307,688


MANILA BULLETIN PUBLISHING CORPORATION
Schedule of relationship between and among the company and its major shareholders
December 31, 2018

US
AUTOMOTIVE CO., INC.
54.20%

USAUTOCO, INC.
23.34%

MENZI TRUST FUND, INC.


8.42%

MANILA BULLETIN EURO-MED PHILIPPINE TRUST


PUBLISHING LABORATORIES BANK
CORPORATION PHILIPPINES, INC.

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