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ANI Consolidated FS 2019 Final

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COVER SHEET

for
AUDITED FINANCIAL STATEMENTS

SEC Registration Number

A 1 9 9 7 0 1 8 4 8

COMPANY NAME

A G R I N U R T U R E , I N C . A N D

S U B S I D I A R I E S

PRINCIPAL OFFICE ( No. / Street / Barangay / City / Town / Province )

N O . 5 4 N A T I O N A L R O A D , D A M P O L

I I - A , P U L I L A N , B U L A C A N

Form Type Department requiring the report Secondary License Type, If Applicable

A A F S C R M D N /A

COMPANY INFORMATION
Company’s Email Address Company’s Telephone Number Mobile Number
www.ani.com.ph (02) 997-5184 N/A

No. of Stockholders Annual Meeting (Month / Day) Fiscal Year (Month / Day)
rd
41 3 Monday of May DECEMBER 31

CONTACT PERSON INFORMATION


The designated contact person MUST be an Officer of the Corporation
Name of Contact Person Email Address Telephone Number/s Mobile Number
Mr. Kenneth S. Tan kenneth.tan@ani.com.ph (02) 997-5184 N/A

CONTACT PERSON’S ADDRESS

Unit 111, Cedar Mansion 2, #7 St. Jose Maria Escriva Drive, Ortigas Center, Pasig City

NOTE 1 : In case of death, resignation or cessation of office of the officer designated as contact person, such incident shall be reported to the Commission
within thirty (30) calendar days from the occurrence thereof with information and complete contact details of the new contact person designated.
2 : All Boxes must be properly and completely filled-up. Failure to do so shall cause the delay in updating the corporation’s records with
the Commission and/or non-receipt of Notice of Deficiencies. Further, non-receipt of Notice of Deficiencies shall not excuse the corporation from liability for its
deficiencies.
CONSTANTINO AND PARTNERS
22nd Floor Citibank Tower
8741 Paseo de Roxas
Salcedo Village, Makati City
Philippines
INDEPENDENT AUDITORS’ REPORT
T: (+632) 8 848 1051
ON SUPPLEMENTARY SCHEDULES F: (+632) 7 728 1014

mail@bakertilly.ph
The Stockholders and Board of Directors www.bakertilly.ph
Agrinurture, Inc. and Subsidiaries
No. 54 National Road, Dampol II-A
Pulilan, Bulacan

We have audited in accordance with Philippine Standards on Auditing, the consolidated financial
statements of Agrinurture, Inc. and Subsidiaries as at and for the years ended December 31, 2019
and 2018, included in this Form 17-A and have issued our report thereon dated June 30, 2020. Our
audits were made for the purpose of forming an opinion on the basic financial statements taken as
a whole. The schedules listed in the Index to the Consolidated Financial Statements and
Supplementary Schedules are the responsibility of the Group’s management. These schedules are
presented for purpose of complying with the Securities Regulation Code Rule 68 as Amended
(2011), and are not part of the consolidated financial statements. These schedules have been
subjected to the auditing procedures applied in the audit of the consolidated financial statements
and, in our opinion, fairly state in all material respect the information required to be set forth therein
in relation to the consolidated financial statements taken as a whole.

CONSTANTINO AND PARTNERS


BOA Registration No. 0213, valid until November 15, 2022
SEC Accreditation No. (A.N.) 0003-FR-4, valid until December 7, 2020 (Group A)
BIR A.N. 08-001507-000-2017, valid until December 21, 2020

By:

Edwin F. Ramos
Partner
CPA Certificate No. 0091293
SEC A.N. 1795-A, valid until November 10, 2022 (Group A)
TIN 134-885-074-000
BIR A.N. 08-001507-008-2017, valid until December 21, 2020
PTR No. 8135201, issued on January 14, 2020, Makati City

Makati City, Philippines


June 30, 2020

ASSURANCE  TAX  ADVISORY  ACCOUNTING

Constantino and Partners trading as Baker Tilly is a member of the global network of Baker Tilly International Ltd.,
the members of which are separate and independent legal entities.
SECURITIES AND EXCHANGE COMMISSION

SEC FORM 17-A

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 31 December 2019

2. SEC Identification Number A199701848 3. BIR Tax Identification No. 200-302-092-000

4. Exact name of issuer as specified in its charter AGRINURTURE, INC.

5. Philippines 6. (SEC Use Only)


Province, Country or other jurisdiction of Industry Classification Code:
incorporation or organization

7. No. 54 National Road, Dampol II-A, Pulilan, Bulacan, Philippines 3005


Address of principal office Postal Code

8. 044-8156340
Issuer's telephone number, including area code

9. N/A
Former name, former address, and former fiscal year, if changed since last report.

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

Title of Each Class Number of Shares of Common Stock Outstanding


and Amount of Debt Outstanding

Common Shares 1,018,274,088* / Php 1,560,399,495 and


Php1,617,033,395 **
*As of 31 March 2020 **As of 31 December 2019

Title of Each Class Number of Shares of Common Listed Stock

Common Shares 329,500,087

Title of Each Class Number of Shares of Unlisted Common Stock

Common Shares 688,774,001

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

Yes [X] No [ ]

12. Check whether the issuer:

(a) has filed all reports required to be filed by Section 17 of the SRC and SRC Rule 17.1 therunder 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 [ ]

13. State the aggregate market value of the voting stock held by non-affiliates of the registrant. The
aggregate market value shall be computed by reference to the price at which the stock was sold, or the
average bid and asked prices of such stock, as of a specified date within sixty (60) days prior to the date
of filing. If a determination as to whether a particular person or entity is an affiliate cannot be made
without involving unreasonable effort and expense, the aggregate market value of the common stock
held by non-affiliates may be calculated on the basis of assumptions reasonable under the
circumstances, provided the assumptions are set forth in this Form.

Php 2,714,263,180.8 (number of shares owned by public, 437,784,384 multiplied by PSE trading
price, Php 6.20 as of 31 March 2020)

APPLICABLE ONLY TO ISSUERS INVOLVED IN


INSOLVENCY/SUSPENSION OF PAYMENTS PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:

14. Check whether the issuer has filed all documents and reports required to be filed by Section 17 of the
Code subsequent to the distribution of securities under a plan confirmed by a court or the Commission.

Yes [ ] No [ ] Not applicable

DOCUMENTS INCORPORATED BY REFERENCE

15. If any of the following documents are incorporated by reference, briefly describe them and identify the
part of SEC Form 17-A into which the document is incorporated:

(a) Any annual report to security holders; Not applicable

(b) Any information statement filed pursuant to SRC Rule 20; Not applicable

(c) Any prospectus filed pursuant to SRC Rule 8.1. Not applicable
PART I - BUSINESS AND GENERAL INFORMATION

Item 1. Business

Incorporated on 04 February 1997, Agrinurture, Inc. (the “Company” or “ANI”) started its business operations
in the same year as an importer, trader and fabricator of post-harvest agricultural machineries intended to
improve the productivity as well as increase the income of Filipino farmers. Formerly known as Mabuhay
2000 Enterprises, Inc., ANI was the first to bring into the Philippine market the Mega-Sun brand of grain
dryers and thereafter established itself as one of the more reliable local supplier and manufacturer of
conveyor systems and other rice mill equipment.

ANI eventually diversified into other various agro-commercial businesses, specifically focusing on the export
trading of fresh Philippine Carabao Mangoes as its main revenue stream. Since then, ANI has become one
of the Philippines’ top fresh mango exporters to the world market. At present, ANI also supplies other home-
grown fruits such as banana and pineapple to customers in Hong Kong, Mainland China, the Middle East
and to the different European regions.

ANI ventured into the importation and trading of rice in the first quarter of 2015 and has since then
participated in the rice importation program for private sector on the National Food Authority.

Currently, the Company conducts its business through operating divisions and wholly-owned or majority-
owned subsidiaries that are organized into two (2) groups, namely: (i) Philippine Operations and (ii) Foreign
Operations.

The Philippine Operations Group is organized into three business units: (1) Export, (2) Local Distribution,
and (3) Retail & Franchising. Meanwhile, Foreign Operations is principally fruits and vegetables trading in
Hong Kong and China.

1. Philippine Operations
a) Export
b) Local Distribution
c) Retail & Franchising

2. Foreign Operations
a) Hong Kong
b) China

Philippine Operations

Export

The Company’s Export Group is in charge of marketing abroad as well as sourcing the best quality produce
possible to satisfy its growing number of clients. This group is the top dollar earner of ANI by exporting all
kinds of fruits, vegetables and other agro products but its main export products are fresh banana, fresh
mango and coconut water.

i. Banana – the main variety for banana export is Cavendish and its main production area is in
Mindanao. The Export Group sources its supply from independent growers and from established
corporate plantations to consolidate as much supply as it can to satisfy its clients in China,
Korea, Middle East and Russia.

ii. Mango – Carabao mango (Mangifera indica L.) is the variety exported by ANI. The Export Group
sources its mangoes from all over the Philippines via a network of growers and suppliers who
have been in the mango business for decades. The Export Group also taps the various mango
contract growers of ANI. These mango growers follow the strict mango production system
prescribed by the Government to comply with good agricultural practices as well as the pesticide
spraying protocol. By adhering to these strict standards, ANI’s mango exports can be accepted
by any stringent market abroad. The Export Group manages all the processes involved in
exporting mango with hot water treatment (HWT) and vapor heat treatment (VHT) capability.

iii. Coconut water - Coconut water is one of the most exciting ANI products in the market today for
both local and export. This product is exported by the ANI Export Group to USA, Canada,
Australia, New Zealand and the Middle East. The facility used for processing and packing the
coconut water for export is under ANI’s wholly-owned subsidiary, M2000 IMEX Co., Inc.

Local Distribution Group

The Local Distribution Group is composed of several companies. ANI Parent, FCA, Fresh and Green Harvest
Agricultural Company, Inc. (FG), Lucky Fruit and Vegetable Products, Inc. (LF), Best Choice Harvest
Agricultural Corporation (BCHAC) and Farmville Farming Co. Inc. are the main distribution arms of ANI’s
agricultural products under the “FCA” (Fresh Choice Always) brand.

ANI and its subsidiaries are one of the largest wholesalers of fresh vegetables to leading supermarkets,
currently concentrated in Metro Manila with few branches in Luzon. In addition, they supply fresh vegetables
to in-house brands of various supermarkets.

In the local front, fruits and vegetables are sourced on a nationwide scale from the following suppliers: ANI
subsidiaries, farmers with supply contracts, and buying stations.

Meanwhile, the Distribution Group with the intention to boost revenues started exploring new and innovative
distribution methods such as direct selling approach to address consumers and institutional buyers’ need for
fresh produce. ANI has likewise explored venturing into technology based applications to directly supply
consumers.

Finally, the Distribution Group will undertake aggressive expansion of its product portfolio. It has commenced
the research and development of new products such as processed foods, grains, and condiments. To
complement said expansion, the Distribution Group will use modern technology to increase the shelf life of
their products.

The Company has the following direct and indirect subsidiaries under its Local Distribution Group:

a. M2000 IMEX Company, Inc.


b. First Class Agriculture Corporation
c. Fresh and Green Harvest Agricultural Corporation
d. Lucky Fruit and Vegetable Products, Inc.
e. Best Choice Harvest Agricultural Corporation
f. Fresh & Green Palawan Agriventures, Inc.
g. Ocean Biochemistry Technology Research, Inc.
h. Fruitilicious Company, Inc.
i. Farmville Farming Co., Inc.

a. M2000 IMEX Company, Inc. (IMEX)

IMEX is a wholly-owned subsidiary of the Company and is engaged in the manufacturing and processing
of its own brand of canned fruit products such as coconut juice. IMEX likewise provides toll-packing
services to several companies and is operating a blast freezing unit to serve the overseas demand for
frozen fruits, root crops and leafy vegetables. IMEX’s products are principally produced for export, with
its largest markets being North America (30%), the Middle East (30%), Asia (25%), Europe (10%) and
Domestic (5%).

In November 2012, IMEX entered into a Shareholders’ Agreement and Subscription Agreement with
Tolman Manufacturing, Inc. (TMI) for the management and operation of a Tetra Pak Line for, among
others, coconut water and other packaged goods located in the export processing zone in Carmelray,
Laguna.
b. First Class Agriculture Corporation (FCAC)

FCAC, a wholly-owned subsidiary of the Company, is engaged in the distribution of fruits and vegetables
to supermarket chains, where it markets its products under the “FCA” (First Choice Always) brand. It
supplies more than 100 varieties of vegetables and local fruits daily to various supermarket chains in
Luzon.

In 2016, FCA ventured into rice importation and was able to participate in the Minimum Access Volume
rice importation program of the National Food Authority.

c. Fresh and Green Harvest Agricultural Corporation

Fresh and Green Harvest Agricultural Corp. (F&G) is a wholly-owned subsidiary of FCAC. F&G was
likewise incorporated to distribute fruits and vegetables, but is currently dormant to pave the way to
FCAC in ensuring a solid market base before it resume its operations.

d. Lucky Fruit and Vegetable Products, Inc.

Lucky Fruit and Vegetable Products Inc. (“LF”) is a wholly-owned subsidiary of FCA. LF was engaged in
the wholesale trading and distribution of commercial crops to food service and institutional accounts
such as hotels, restaurants, and public markets throughout Luzon. It is currently dormant, but is currently
being prepared to reboot operations to include the Mindanao market in its scope with Cagayan de Oro
and Davao as its hubs.

e. Best Choice Harvest Agricultural Corporation

The ANI Group’s farming activities are mainly handled by Best Choice Harvest Agricultural Corporation
(BCH), a wholly owned subsidiary of the Company. Current activities are being undertaken by BCH with
the objective of eventually making corporate farms the primary source of supply ANI Group’s products.

BCH previously entered into a Joint Venture Agreement in 2013 for the development and operation of a
banana plantation in Davao, but eventually sold its 51% equity share in the following year.

To date, BCH is exploring long term lease or acquisition of farms and plantations to finally achieve its
goal of being self sufficient in terms of supply thru corporate farming.

f. Fresh and Green Palawan Agriventures, Inc. (FG Palawan)

FG Palawan was incorporated on September 9, 2008. 51% of the outstanding capital stock of FG
Palawan is owned by BCH. It is primarily engaged in corporate farming in the province of Palawan.

FG Palawan is currently dormant, with the intention to resume its operations once the expansion
programs have been finalized.

g. Ocean Biochemistry Research Technology, Inc. (OBT)

Ocean Biotech was incorporated on March 23, 2009. It is primarily engaged in the production and
growing of agricultural products. OBT is the intended vehicle of the ANI Group in terms of technology
enhancement.

h. Fruitilicious Company, Inc. (Fruitilicious)

Fruitilicious is located in Cagayan de Oro at the center of the fruit bountiful provinces of Bukidnon, Davao,
Lanao Del Norte and Agusan del Sur in Mindanao. Fruitilicious also serves as the group’s sourcing hub
for its Mindanao operations. It operates a cold storage facility, blast freezing and food processing facility
to produce frozen and dried fruit products and by-products for local and international clients. Fruitilicious
is HACCP and Halal certified.

i. Farmville Farming Co, Inc. (Farmville)


Farmville was incorporated on June 2, 2010. It is primarily engaged in sourcing of fruits and vegetables
and trading to in-house brands of various local markets.

Currently, ANI owns 51% of the outstanding capital stock of Farmville.

Retail & Franchising Group

On 8 August, 2011, the SEC approved the amendment of the Articles of Incorporation of the Company to,
among others, include the business of retail in the primary purpose. In line with this, ANI established its
Retail & Franchising Group in August of 2011.

The direct and indirect subsidiaries of the Company under the Retail Group are as follows:

a. The Big Chill, Inc.


b. Heppy Corporation
c. Goods and Nutrition for All Inc. (GANA)

a. The Big Chill, Inc.

80% of the outstanding capital stock of The Big Chill, Inc., (TBC) is owned by ANI. TBC is engaged in
the business of selling on retail, beverages and other food products. TBC completes the innovative “farm-
to-plate” business model of the Company that allows and enhances the synergy of all the Company’s
fruit and vegetable businesses.

In addition to Big Chill’s company owned stores, it has opened its operations for franchising. With the
intent to further expand the retail franchise opportunities, TBC likewise engages in the direct sales of
License Agreements as well as the sale of profitable existing locations to qualified buyers.

Currently, over 43 outlets are being operated, both company owned and franchised carrying the following
brands:

 Big Chill
 Fresh Bar
 Super Fresh
 C,Verde
 Tully’s Coffee

b. Heppy Corp. (Heppy)

Heppy was incorporated on November 24, 2008. It is primarily engaged in buying, selling, distributing
and marketing fruit drinks. Heppy became a wholly owned subsidiary of TBC on September 1, 2011.

c. Goods and Nutrition for All Inc. (GANA)

Goods and Nutrition for All, Inc. was incorporated on January 6, 2012. Its primary purpose is to engage
in, operate, conduct and maintain the business of manufacturing, importing, bartering, distributing,
selling on wholesale or retail, and otherwise dealing in all kinds of goods, commodities, merchandise
and wares.

Foreign Operations

As for international distribution, ANI has operations in Hong Kong and China.

The Company has the following direct and indirect subsidiaries under its Foreign Operations:

a. Agrinurture HK Holdings, Ltd. (ANI HK)


b. Agrinurture International Ltd ( ANI IL)
c. Joyful Fairy (Fruits) Ltd. (JFF)
d. Zhongshan Fucang Trading Co., Ltd. (Fucang)
e. Xuzhou Shengmei Real Estate Co., Ltd.
f. Guangzhou Lexian Fruit Industry Co., Ltd.

ANI’s Hong Kong operations are carried out through the following entities:

a. Agrinurture HK Holdings, Ltd. (ANI HK) is a holding and a Parent Company of ANI IL and
JFF incorporated in Cayman Islands.

b. Agrinurture International Ltd (HK) is engaged in the retail sales of fruit juices. The company
operates two retail stores in Hong Kong, the first one in Hong Kong International Airport, to
expand its retail reach outside the Philippines and at the same time showcase for
international franchising. The Company has 5 outlet stores as of December 31, 2018.

c. Joyful Fairy (Fruits) Ltd. (JFF) is a company organized and existing under the laws of the
British Virgin Islands. Joyful is 51% owned by AgriNurture HK Holdings Ltd., a Cayman
Islands holding company, and the latter is a 100% subsidiary of the Company.

ANI’s Hong Kong operations are carried out through the following entities:

d. Zhongshan Fucang Trading Co., Ltd. (Fucang) was established on May 31, 2013 in
Zhongshan City, China. The company’s registered activities are, among others, sale of
cultural supplies, sports goods, clothing, textiles, handicrafts (except gold), lights, daily-use
department stores, hardware, mechanical and electrical equipment, building materials,
sanitary ware, agricultural and sideline products; Import and export of goods and
technologies; Industrial investments; Enterprise investment management; Enterprise asset
management; Market marketing plan; Corporate image planning; Business consulting;
Business management consulting. The company is 51% owned by ANI.

e. Xuzhou Shengmei Real Estate Co., Ltd. was established on August 31, 2012 in Xuzhou
City, China. The company’s registered activities are real estate development and
management. The company is 90% owned by Zhongshan Fucang Trading Co., Ltd.

f. Guangzhou Lexian Fruit Industry Co., Ltd. (Lexian), a company organized and existing
under the laws of China. The Company is 70% owned by Fucang engaged in wholesale
industry.

All the entities described above are hereinafter referred to collectively as the “ANI Group”.

Competition

The ANI Group is known for its high quality products and well-known brands in the local and international
markets. It is considered as one of the leaders in the food production/manufacturing and distribution industry.

Export Group

The fresh produce export business is full of big and established players. In the lucrative banana industry,
ANI intends to expand its holdings thru supply agreements and Joint Ventures with corporate banana and
pineapple plantation in order to secure supply and maintain quality that ANI export buyers prefer.

Distribution Group

The Distribution Group belongs to the fresh produce distribution industry which is largely price sensitive and
driven by product quality and brand loyalty. Noted trend in the industry is the consumers’ preference for food
that counters poor health caused by busy lifestyles, insufficient exercise and fast food consumption. Hence,
consumers are increasingly choosing naturally healthy foods such as fruits and vegetables. In addition,
organic and natural food are increasingly becoming a trend, with consumers willing to pay a premium for
these products over the commercially grown ones. To maintain its position in the market and to ensure
continuing acceptability of its agricultural products, the ANI Group established a reasonable system of
product traceability. Through this practical system, controls are put in place for the identification and tracking
of produce to guarantee product quality.

ANI and its subsidiaries are presently one of the largest wholesalers of fresh vegetables to leading
supermarkets, restaurants, hotels, cafeterias, and wet markets. The Distribution Group also supplies fresh
vegetables to in-house brands of various supermarkets, hence ANI is considered as a major player in this
segment.

Retail

The Retail Group under The Big Chill, Inc. belongs to the food and beverage industry which is largely driven
by brand loyalty and premium quality products and services. Emerging industry trends are geared towards
health and wellness, with emphasis on providing convenient means to eating healthy outside home. With a
present roster of five (5) brands catering to several market segments, The Retail Group competes in the
fresh fruit shake and specialty coffee categories. Flagship brands Big Chill and Tully's Coffee both cater to
the A, B and Upper C market segments with high purchasing power, thus, providing both brands with multiple
opportunities for growth and expansion. The research and development team of the ANI Parent is likewise
pursuing innovation of healthy menu that will cater to its farm to plate vision.

Big Chill is a key player in the premium fresh fruit shake category backed by more than twenty (20) years of
fruit blending expertise, while new player Tully's Coffee, an international coffee brand born out of Seattle,
enters a mature coffee consuming local market.

Trademarks

Brands and trademarks used by ANI and its subsidiaries on their principal products and services are
registered or pending registration with the Philippine Intellectual Property Office (IPO).

The following sets out information regarding the trademarks of the Company and its subsidiaries:
Customers

ANI and its subsidiaries have a broad market base. The ANI Group sells its products to local and international
markets and in various channels of distributors such as supermarket chains, groceries, hotels, restaurants,
canteens, wet markets, and traders.

The Distribution Group’s local sales to leading supermarket chain accounts for more than 4.5% of its total
business.

The Export Group does not depend on any single customer which accounts for more than 16.08% of its total
business.

The Retail Group does not depend on any single customer which accounts for more than 2.31% of its total
business.

The Foreign Group does not depend on any single customer which accounts for more than 76.95% of its
total business.

Transactions with and/or Dependence on Related Parties

In the regular course of business, ANI Group has transactions with related parties. These transactions are
described in Note 21 (Related Party Transactions) of the Consolidated Financial Statements as of December
31, 2019 attached as Annex “A” hereof.

Government Approvals and Licenses

ANI and its subsidiaries have obtained all necessary permits, licenses and government approvals to
manufacture, sell, distribute and export the ANI Group’s products.

ANI and FCAC are registered exporter and importer of the Bureau of Customs.

IMEX is a holder of a License to Operate as Food Manufacturer/Exporter of multi-products issued by the


Food and Drug Administration (FDA). In April 22, 2015, the IMEX passed the certification audit in compliance
with ISO 22000:2005 FSMS, ISO 22002-1: 2000 FSSC, HACCP and GMP.
Governmental Regulation

The ANI Group operates its businesses in a highly regulated environment. To operate the business, ANI and
its subsidiaries, are required to secure licenses and/or permits from government agencies such as the Food
and Drug Administration, Bureau of Customs, Bureau of Plant Industry and the National Food Authority,
among others. The suspension or revocation of the licenses issued by these government agencies could
materially and adversely affect the business operations of the ANI Group.

ANI and its subsidiaries have no knowledge of recent or probable governmental regulations, the
implementation of which will result in a material adverse effect on ANI and its significant subsidiaries’
business or financial position.

Research and Development

For the years 2019 and 2018, the amounts spent by the Company and its subsidiaries for research and
development were Php235,780 and Php 181,784, respectively.

Cost of Compliance with Environmental Laws

The Company and its subsidiaries incurred an estimated cost of Php390,750 in 2019 and Php250,325 in
2018 for compliance with environmental laws. On a yearly basis, expenses incurred by the ANI Group in
order to comply with environmental laws are not significant relative to the ANI Group’s total cost and
revenues.

Employees

As of 31 December 2019, the Company has 188 employees, supported by 15 officers. The employees are
not subject to a collective bargaining agreement (CBA).

The table below presents the Company’s personnel numbers by functional category for the period indicated
below:

Number of Employees
For the Year Ended December 31,

Category 2017 2018 2019

Executives 14 14 15
(Officers and Managers)
Project Employees and 16 0 18
Consultants
All Other Employees 144 115 170

Corporate Social Responsibility

ANI practices Corporate Social Responsibility (CSR) as part of its long-term business strategy for
sustainability and continuity.

Basic Social Services - From time to time, ANI conducts Medical and Dental Missions for the poor and
underprivileged communities in the country to help alleviate the health conditions of Filipino families.

ANI likewise undertakes tree planting and clean-up activities in Pulilan, Bulacan spearheaded by its
employees and several volunteers in cooperation with the Municipal Government.

In December 2017 and 2018, ANI conducted a feeding program for the inmates at the Rehabilitation and
Diagnostics Center of the New Bilibid Prison at Camp Sampaguita, Muntinlupa City.
Education - In partnership with Dumaguete-based Silliman University, ANI provided full scholarships to
deserving students pursuing B.S. Agriculture to help address the shortage of professionals in agricultural
research, development, and entrepreneurship. In the school year of 2019-2020, ANI has given scholarships
to students with agricultural related courses in the Municipality of Looc, Romblon.

Research and Development - ANI continually works with local and foreign partners to conduct field trials and
testing of high-value and high-yielding varieties of fruits and crops in its farms as well as new products such
as fertilizers and chemicals. This initiative aims to support farming communities and the country in general,
by developing and introducing innovative technologies.

The team is likewise pursuing innovation of healthy menu that will cater to its farm to plate vision.

Disaster Relief During emergencies - ANI provides assistance to affected families in its own humble way.
One of which was when a major earthquake struck Sechuan Province in China and caused countless death
and destruction, ANI made a modest monetary contribution to aid in the relief and rescue efforts conducted.
ANI likewise partook in local disaster rehabilitation programs as a way of helping uplift the lives of displaced
and vulnerable families. In the aftermath of typhoon Frank (2008), ANI pledged 120,000 cans of canned
beverage for typhoon victims of Aklan Province. During the rage of typhoon Yolanda in 2013, ANI took part
in the relief operations by sending variety of goods.

Regulation and Taxation

Currently, the company and its subsidiaries are required to pay 30% Corporate Income Tax. Most of the
group’s revenues are VAT-free transactions due to the exemption of agriculture crops and export revenues
from which are Zero-Rated VAT.1 Only processed goods intended for local distribution and services are
subject to the 12% VAT.

Insurance

The Company has an all-risk policy for each of its facilities and inventories against a variety of risks, including,
among others, fire, lightning, catastrophic perils (typhoon, flood, earthquake, volcanic eruption), machinery
breakdown, explosion, civil commotion, riot/strike, malicious damage, and other perils liability.

Amount
Description Insurance Provider Insured
FIRST CLASS AGRICULTURE CORPORATION THE MERCANTILE
INSURANCE CO.,
- Arenas Arayat, Pampanga, Production Building,
1 INC. 13,000,000.00
Residential Building, one guard house & locker , 1 FI-REG-BD-20-
genset house. 0000041-00
THE MERCANTILE
AGRINURTURE INC. : 1 COOLING MACHINE, 6 INSURANCE CO.,
2 COLD STORAGE, 2 BLAST INC. 30,000,000.00
FREEZER. LOCATION: PULILAN, BULACAN FI-REG-BD-20-
00000105-00
BEST CHOICE HARVEST AGRICULTURAL
MALAYAN
CORP. - on various industrial machineries /
3 INSURANCE/BDO 10,000,000.00
equipment used by the assured / ADDRESS :
F0052645
Arenas , Pampanga
LBP INSURANCE
MANUFACTURING / CANNING BUILDING,
BROKERAGE, INC
WAREHOUSE BUILDING, CHEESECAKE
- MALAYAN
4 PRODUCTION BUILDING WAREHOUSE, 32,819,000.00
INSURANCE CO.,
VEGETABLE PROCESSING BLDG.
INC.
Pulilan, Bulacan
F0024703

Section 109 (C) AND (V) of the National Internal Revenue Code.
1
In addition to the all-risk policy, the Company maintains various general liability and product liability insurance
policies covering its operations. These policies do not cover liability as a result of pollution or environmental
damage by the Company. The products liability insurance policy insures all of the Company’s export
products. The Company’s insurance policies are provided by leading Philippine insurance companies that
are generally reinsured by major international insurance companies.

Health, Safety and Environmental Matters

The Company is subject to a number of employee health and safety regulations in the Philippines. The
Company is subject to the occupational safety and health standards promulgated by the Philippine
Department of Labor and Employment. It is Company policy that a safe and healthy work environment is
fundamental to the management of its human resources as well as conducive to greater employee
productivity. The Company’s Human Resource Department is responsible for formulating, implementing and
enforcing the Company’s employee health and safety policies as well as ensuring compliance with applicable
laws and regulations.

The Company is also subject to various laws and regulations concerning the discharge of materials into the
environment. The Company is subject to extensive regulation by the Philippine Department of Environment
and Natural Resources.

Risk Factors

1. Risks Related to the Company

a) The Company’s financial condition and results of operations may be adversely affected by any disruption
in the supply, or the price fluctuation of raw materials required for its major products.

ANI procures its vegetables and fruits from various sources, ranging from small farmers to cooperatives
and big producers. As a policy, volume and quality is the main consideration in the sourcing of all the
products handled by ANI. However, the risk of supply shortage poses a significant threat to the continuity
of business operations and ultimately to the results of operations of the Company.

To mitigate supply risks, ANI has the following in place:

 ANI observes an “open line” type of communication with all its suppliers, maintaining 24/7
constant coordination and accessibility with key personnel including the Company’s top
management. This enables the Purchasing Division to realign sourcing activities and locations
in a timely and appropriate manner should supply issues arise.

 ANI, owing to its long-standing stature in the fresh foods industry, is able to attract reputable
and reliable long-term suppliers. The strong relationship with its suppliers, built over years of
mutually beneficial dealings, allows the Company and its suppliers to address and resolve any
supply concerns that may arise from time to time through mutual cooperation.

 The establishment of cold storage facilities in Pulilan (Central Luzon) central packing house
and Cagayan De Oro (Mindanao) central depot in the last quarter of 2009 provided ANI with
the capacity to effectively store large volumes of fresh vegetables, thereby mitigating the risks
inherent in the seasonality of supplies for certain types of produce. The cold storage prolongs
shelf life and enables the Company to maintain a buffer stock for the produce to better serve
clients and maximize profit in times of shortage.

 ANI is currently expanding its cold storage facilities to increase its capacity to stock supplies.
Part of the proceeds from the intended stocks right offering shall be directed to this purpose.

 ANI intends to develop and operate productive farmland that would significantly influence the
implementation of Good Agricultural Practices (GAP) and traceability and reduce or eliminate
its dependence on third party sources for its supplies and improve its ability to control its quality
and prices.

b) The Company’s business is affected by seasonality


The demand for and supply of many fruits and vegetables is seasonal, and the price of any particular
commodity may change significantly, depending on the season. Market demand is especially strong
during the Yuletide season in the last quarter of the calendar year. Because of seasonality, the results
of operations of the Company may fluctuate significantly from one quarter to another.

To mitigate the risks of the seasonality of supplies and prices, the Company has diversified its sources
of products geographically, such that seasonal fluctuations in one region can be offset by those in
another region. The setting-up of additional cold storage facilities also allows the Company to stock up
on certain produce when they are ‘in season’ and therefore relatively inexpensive; thus, such produce
can be sold in the market when they are ‘off season’ and can command higher prices and provide wider
gross profit margins.

c) The Company may experience losses due to inadequate or failed internal processes and systems.

The Company handles numerous transactions daily, most of which involve cash transactions. A failure
in internal procedures or systems, fraud, or the impact of external events carries a risk that the Company
may experience losses on any or all of the transactions that it handles. The specific type of risks that the
Company faces includes:

 Risk arising from fraudulent activities of a third party or internal party such as robbery or theft of
supplies (especially during transport);

 Risk resulting from inadvertent failure to satisfy a professional responsibility or obligation to


particular suppliers or customers, including the prompt payment of payables and the delivery of
supplies;

 Risks arising from the widely dispersed nature of the Company’s operations, including issues
on safety, telecommunications, transport and remote monitoring.

 Risks arising from failure in process management or transaction processing due to poor
relationships with vendors and commercial service providers.

To mitigate the foregoing risks, ANI has centralized its purchasing functions at the Manila liaison office
thereby eliminating the risks inherent in dealing with numerous provincial suppliers as well as with
numerous and highly autonomous middlemen in the field. Furthermore, centralizing purchasing
significantly increases control over field operations and enhances efforts towards standardizing the
methods and quality of our processes. Systems (monitoring, tracking, communications, and logistics)
and procedures are also being constantly reviewed, changed and/or upgraded as part of the overall
effort to minimize and eliminate inefficiencies in the supply chain.

d) The Company faces the risk of inadequate supply in the event of inclement weather.

Inclement weather is traditionally a major source of uncertainty in the agriculture industry. Its inherent
volatility and the occurrence of extreme weather events due to global climate change impacts greatly
the performance and management of the Company’s farming and trading operations. For example, the
El Niño and La Niña phenomenon, characterized by alternating cycles of inadequate and excessive
rainfall, respectively, has in the past posed significant challenges to growers and traders alike.

To manage this risk, ANI implements a geographical diversification strategy where its operations are
spread across the country, depending on the existing season (wet or dry) to ensure continued production
and trading. As such, the Company is able to step up operations in farms, buying stations and raw
material trading posts in the Visayas and Mindanao to offset the cutback in the Luzon area before the
typhoon season begins. The Company believes that its nationwide presence has allowed for a stable
and reliable conduct of operations all year round.

Moreover, as a farming practice, ANI adapts to the current season to determine the crops to be planted
and produced (i.e. rice production during wet season), thus enabling its farms to remain productive every
month of the year. In addition, this crop rotation method is able to prevent depletion of nutrients of the
soil and immunity of domestic pest.
e) The Company faces risks arising from pest and insect infestation.

Pest and disease infestation affect both the quantity and quality of commodities available for the market.
If not addressed appropriately, infestation may translate to decreased crop yield and farm output, as well
as uncertainty in commodity prices. Infestation may also render the Company’s products unacceptable
to both domestic and export markets, and could adversely affect its results of operations.

The Company mitigates this risk by adopting a mix of modern pest control systems, GAP (such as crop
rotation), the use of a mixture of organic fertilizers in its production farms, and the use of biotech products
especially those that are resistant to pests and diseases. ANI also sources its supply requirements from
farms and buying stations located in different provinces and regions of the country. This way, no
widespread infestation would drastically weaken the Company’s supply chain at any time. ANI’s
nationwide diversified geographical locations allow its farm production and trading activities to easily
shift the bulk of its key operations from one region to another should the need arise.

2. Risks Relating to the Philippines

The Company’s operations are concentrated in the Philippines, and therefore any downturn in general
economic conditions in the Philippines could have a material and adverse impact on the Company.

Historically, the results of the Company’s operations have been influenced, and will continue to be influenced
to a certain degree, by the general state of the Philippine economy. In the past, the Philippines had
experienced periods of slow or negative growth, high inflation, significant devaluation of the peso and the
imposition of exchange controls. However, given that the Company’s primary business is basic food, it enjoys
a certain degree of insulation from the negative effects of economic stagnation or recession.

a. Any political instability in the Philippines may adversely affect the Company.

As a developing economy with a democratic political structure and environment, the Philippines has from
time to time, experienced political instability. Any occurrence of instability in the future could result in
unforeseen or sudden changes in the business, regulatory and policy environment that could have an
adverse impact on the operations and financial condition of Philippine corporations and businesses,
including our Company.

Item 2. Properties

The Company is the registered owner of parcels of land located at Pulilan, Bulacan, Philippines with a total
area of approximately 21,080 square meters. The Company also owns 4 office units with an area of
approximately 300 square meters located at the Ortigas Business District, Pasig City.

The Company owns blast freezers, cold storage, filling and canning machineries and equipment and a water
treatment facility located along the National Highway, Barangay Dampol 2A, Pulilan, Bulacan and Balongis,
Balulang, Cagayan de Oro City.

The Company’s lots in Pulilan, Bulacan, were used as collateral secure a long-term loan.

Subsidiaries

a. First Class Agriculture Corporation

The Company’s subsidiary, FCAC, is the registered owner of a parcel of land located at Barangay San
Antonio (formerly Arenas), Arayat, Pampanga, Philippines with an area of approximately 10,000 square
meters. The aforementioned land is presently improved with seven (7) buildings, namely: (i) Office
Building with a total floor area of 240 square meters; (ii) Rice Mill with a total floor area of 1,875 square
meters; (iii) Mixing Area/Warehouse; (iv) Husk collector; (v) Generator House; (vi) Residential Building
with a total floor area of 181 square meters; and (vii) Guardhouse with a total floor area of 37 square
meters.
b. Fruitilicious, Inc.
Fruitilicious, Inc., another subsidiary of the Company, owns and operates a food processing and blast
freezing facility with land area of about 2,000 square meters to produce frozen and dried fruit products
and by-products in Cagayan de Oro. It has a cold storage facility, and a house and lot.

Item 3. Legal Proceedings

The Company is not aware of any legal proceedings of the nature required to be disclosed under Part I,
paragraph (C) of Annex “C”, as amended, of the SRC Rule 12 with respect to the Company and/or its
subsidiaries. However, while not material, the pending proceedings involving the Company and/or its
subsidiaries are as follows:

i. “Agrinurture, Inc. vs. Commissioner of Internal


Revenue” docketed as C.T.A. Case No. 10-240, Court
of Tax Appeals

The Company filed a Petition for Review under Section 11 of Republic Act No. 1125 (as amended
by Republic Act No. 9282) seeking to reverse the decision of the Commissioner of Internal Revenue
(“CIR”) affirming the assessment issued against the Company in the amount of Two Million Forty
Three Thousand Three Hundred Thirty Five and 5/100 Pesos (Php 2,043,335.05) for alleged
deficiency taxes for taxable year 2007. On 27 January 2011, the Company received the Final
Assessment Notice (the “Assessment”) dated 30 December 2010 issued by the Bureau of Internal
Revenues (BIR) demanding that it pay the alleged deficiency Income Tax and Value Added Tax
(VAT) for the calendar year 2007 predicated solely on the alleged discrepancy in the Reconciliation
of Listing of Enforcement (RELIEF) and Third-Party Matching of the Bureau of Customs (BOC)
declared in the Company’s tax return. On 18 February 2011, or within the reglementary period, the
Company filed a letter dated 15 February 2011 with the CIR protesting the Assessment and
requesting that the latter be cancelled for lack of merit both in fact and in law (the “Protest”). The
Company noted that the Assessment is patently void for failing to state the facts, laws, rules and
regulations, or jurisprudence on which it is based. Despite repeated requests by the Company, the
details of the alleged discrepancy in the RELIEF and Third-Party Matching BOC were never supplied
by the BIR. The Company further noted that even assuming arguendo that there was indeed a
discrepancy, it pertains to a purported purchase transaction of the Company which would result in a
lower Income Tax, i.e., an expense item that can be claimed as an allowable deduction, and lower
VAT payable, i.e., an expense item from which VAT Input Tax may be claimed.

After the lapse of one hundred eighty days (180) from its filing, or as of 17 August 2011, no action
was taken by the CIR on the Protest. Thus, under Section 11 of Republic Act No. 1125 (as amended
by Republic Act No. 9282), the Company had a period of thirty (30) days from 17 August 2011, or
until 16 September 2011, within which to file the Petition with the Court of Tax Appeals (the “Court”).
In the hearings held on 30 January 2012 and 15 February 2012, the Company presented its two (2)
witnesses, Ms. Ma. Lizette B. Navea and Mr. Rafaelito M. Soliza. On 13 March 2012, the Company
filed its “Formal Offer of Evidence”. On 13 December 2012, the Company filed a “Supplemental
Formal Offer of Evidence”. In a Resolution dated 30 January 2013, the Court ordered the parties to
file their respective Memoranda after which the case shall be submitted for decision.

On 29 May 2013, the Court rendered a Decision granting the Company’s Petition for Review and
ordering the cancellation and withdrawal of the assessments for deficiency income tax and
deficiency value added tax against the Company for the taxable year 2007. On 10 June 2013, the
CIR filed a Motion for Reconsideration (“MR”) on the Decision of the Court. The Court ordered the
Company to file its Comment to the MR (“Comment”). On 4 July 2013, the Company timely filed its
Comment. On 5 August 2013, the Court issued its Resolution denying the MR of the CIR.

The CIR filed a Petition for Review dated 5 September 2013 before the Court En Banc (“Petition”).
On 18 December 2013, the Court En Banc issued a Resolution giving due course to the Petition and
required the parties to file their Memoranda within a non-extendible period of thirty (30) days from
receipt of the Resolution, after which the Court En Banc will consider the Petition submitted for
decision . The Company timely filed its Memorandum. On 9 January 2014, the CIR filed a
Manifestation dated 8 January 2014 adopting the arguments raised in its Petition as its
Memorandum.
On 26 February 2014, the Court En Banc issued a Resolution declaring that the Petition is now
submitted for decision.

The Court of Tax Appeals ("CTA") en banc DENIED the Commissioner of Internal Revenue's Petition
for Review. The Bureau of Internal Revenue filed its Motion for Reconsideration dated 3 February
2015 and the Company already filed its comment thereto.

The Court of Tax Appeals (“CTA”) en banc denied the Commissioner of Internal Revenue's Motion
for Reconsideration in a Resolution dated 24 June 2015. Hence, the Commissioner of Internal
Revenue elevated the matter to the Supreme Court.

The Commissioner of Internal Revenue filed a Petition for Review on Certiorari before the Supreme
Court, and the Company correspondingly filed its Comment thereto.

In a Resolution dated 10 January 2018, the Supreme Court denied the CIR’s Petition for Review on
Certiorari for failure to sufficiently show any reversible error in the assailed judgment to warrant the
exercise by the Supreme Court’s discretionary appellate jurisdiction. On 22 August 2018, the
Corporation received the Entry of Judgment in connection with the instant case stating the denial of
the CIR’s Petition for Review on Certiorari.

ii. “AgriNurture, Inc. vs. Robson Agro-Ventures


Corporation” docketed as Civil Case No. 114-M-2012,
Regional Trial Court, Bulacan, Branch 9

On 22 February 2012, the Company filed a civil case for sum of money against Robson
AgroVentures Corporation (“Robson”). Said civil case is entitled “Agrinurture, Inc. vs. Robson
AgroVentures Corporation” docketed as Civil Case No.114-M-2012 pending before the Regional
Trial Court of Bulacan, Branch 9. In said case, the Company prayed that the Court order Robson to
pay the amount of $28,105.00 or Php 1,219,223.00 plus 12% interest per annum as actual damages,
and the amount of $10,000.00 or Php 433,810.00 for unrealized profits. The case stemmed from a
Purchase Agreement dated 21 March 2011 between the Company and Robson wherein Robson
promised to deliver and supply fresh and premium quality cavendish bananas to the Company upon
its order within four (4) days from receipt of the payment. On 2 April 2011, the Company ordered
from Robson 7,700 boxes of cavendish banana amounting to $56,210.00.On 6 April 2011, the
Company paid Robson the amount of $28,105.00 representing 50% of the total purchase price and
bank and wire charges. However, on 8 April 2011, despite having received the advance payment of
the 50% of the purchase price, Robson failed to deliver the goods. The Company made repeated
verbal and written demands upon Robson for the latter to return the advance payment in the amount
of $28,105.00, but Robson failed to do so. Hence, the Company was constrained to file a civil case
for sum of money against Robson to protect its interest.

On 28 February 2012, the Court issued the Summons, which was, however, returned unserved on
the ground that the defendant “had been closed for almost 2 years”. The case is presently archived
pursuant to the Order of the Court dated 28 December 2012, to be reinstated whenever the same is
ready for trial or further proceedings.

The case was archived pursuant to the Order of the Trial Court dated 28 December 2012, to be
reinstated whenever the same is ready for trial or further proceedings. Thereafter, it was revived and
reinstated in the active docket of the Trial Court on 16 June 2015.

On 9 February 2017, the Trial Court dismissed of the case for failure to acquire jurisdiction over
Robson. On 20 March 2017, a Motion for Reconsideration was filed by the Corporation praying for
the reversal of the dismissal of the case, which was granted by the Court and directed the issuance
of an alias summons to the officers named in the Motion for Reconsideration.

However, despite issuance of an alias summons, the same was not served. Thus, the Trial Court
dismissed the case and denied the Motion for Reconsideration.
The Corporation has decided not to appeal the case.
iii. “Global Baristas LLC vs. DK Retail Co. Ltd.,
Agrinurture, Inc., Tully’s Coffee Asia Pacific Partners,
LP, Tully’s Coffee International Pte. Ltd.”, Superior
Court of Washington in and for King County

The Company has received notice that on 18 October 2013, Global Baristas LLC (“GB”), a
Washington limited liability company filed a Complaint for Declaratory Judgment and Injunctive
Relief (the “Complaint”) against DK Retail Co. Ltd. (a South Korean corporation), Tully’s Coffee Asia
Pacific Inc. (a Nevada corporation), Tully’s Coffee Asia Pacific Partners LP (a Washington limited
partnership), Tully’s Coffee International Pte Ltd. (a Singaporean corporation), and the Company in
the Superior Court of Washington (U.S.A) in and for King County.

In the Complaint, GB seeks to terminate the said companies’ right to use the “Tully’s” brand and
affiliated trade names, trademarks and service marks in Asian countries (excluding Japan) such as
South Korea and the Philippines under the pertinent international license agreements. On 24
October 2013, the Company received the Complaint/Petition together with a copy of the Order
Setting Case Schedule (“Schedule”). Based on the Schedule, the last day for filing a Statement of
Arbitrability without a Showing a Good Cause for Late Filing is on 28 March 2014.

The Company received notice that a summons was reissued by the United States Bankruptcy Court
on 10 January 2014. Summons was attempted to be served by a representative of the Roy & Syquia
Law Office (the “Server”) upon the Company on 12 February 2014. The service of summons was
refused by the Company on the ground that at the time of the service, there was no authorized
representative of the Company that can receive the summons on its behalf. After refusing to accept
the summons, the Server left a copy of the same in the premises of the Company’s office.

iv. In the Matter of the Request for Assistance (“RFA”) of


Jens Sorensen vs. Agrinurture, Inc. and/or Antonio L.
Tiu

A Request for Assistance was filed on 19 March 2014 by Mr. Jens Sorensen against the Company
and/or Antonio L. Tiu in the National Labor Relations Commission- NCR Arbitration Branch, for illegal
dismissal with money claims, docketed as SEAD-NLRC-NCR-2014-03-04065. Based on the DOLE-
SENA Form No. 1 attached to the Notice of Conference, Mr. Sorensen is seeking the following
reliefs: (1) payment of money claims; (2) reinstatement; (3) backwages (4) damages in the amount
of $500,000.00 and (5) attorney's fees in the amount of Php 500,000.00.

The last mediation conference was held on 23 April 2014. There being no possibility for the parties
to reach an amicable settlement, the mediation officer terminated the mediation proceedings.

Mr. Sorensen filed a formal complaint with the National Labor Relations Commission and both
Parties already submitted their respective position papers and replies thereto. The case is now
submitted for Resolution.

The Labor Arbiter rendered a decision finding that there was illegal dismissal, but with modification
as to the amount being claimed for back pay and damages. Both Parties filed their respective
Motions for Partial Reconsideration.

Both Parties appealed the decision to the Commission, but the latter sustained the findings of the
Labor Arbiter. Subsequent motions for reconsideration were denied.

Both Parties appealed the Decision with the Court of Appeals. The Company prayed for a temporary
restraining order for the execution of the award of the Labor Arbiter pending appeal, but no resolution
has been received.

The Court of Appeals partially granted ANI’s appeal by ruling that Jens Sorensen is not entitled to
separation pay and found that Mr, Antonio L. Tiu is not solidarily liable with Agrinurture, Inc. to pay
the monetary award. However, the CA sustained the award for backwages.

Both parties filed their Motion for Partial Reconsideration, which were both denied by the CA.
Thereafter, both parties filed their respective Petitions for Review on Certiorari before the Supreme
Court (the “SC”) which were consolidated in the Second Division of the SC.

As of date the Corporation has not received any decision from the SC in relation to the instant case.

v. M2000 Imex Company v. Emmanuel Dueñas, et al.

M2000 Imex Company filed a case for Estafa against several individuals who were Members of the
Board of Directors and Officers of Tolman Manufacturing, Inc. at the time of the execution of the
Shareholders’ Agreement on 29 November 2012. The case is premised on the alleged false
representation that Tolman Manufacturing, Inc. has business or transactions with IMEX, receiving
personal property therefor, resulting in IMEX’s great damage and prejudice.

The case is on preliminary investigation before the Office of the City Prosecutor of Makati.

Item 4. Submission of Matters to a Vote of Security Holders

The 2019 Annual Stockholders’ Meeting of the Company was held on 28 June 2019. In attendance were the
following:

Total issued and outstanding shares 1,018,274,088


Total no. of shares represented in the 902,914,040
meeting

The following matters, which were on the agenda, were approved/ratified by the stockholders present or
represented in the said Annual Stockholders’ Meeting:

1. APPROVAL OF THE MINUTES OF THE PREVIOUS MEETING


2. ANNUAL REPORT BY THE CEO
3. APPROVAL OF THE APPLICATION FOR LISTING IN FOREIGN EXCHANGE AND CREATION
OF GLOBAL DEPOSITARY RECEIPTS
4. AUTHORITY TO ACQUIRE PLENTEX LIMITED
5. AUTHORITY TO EXPAND BUSINESS OPERATIONS IN AUSTRALIA
6. AUTHORITY TO ENTER INTO JOINT VENTURE AGREEMENTS TO PURSUE AGRICULTURAL
DEVELOPMENT PROJECTS
7. AMENDMENT OF THE TERMS AND CONDITIONS OF THE STOCK RIGHTS OFFERING
8. ISSUANCE AND LISTING OF UP TO TWENTY ONE MILLION AND FIVE HUNDRED THIRTY SIX
THOUSAND (21,536,000) PRIMARY SHARES IN FAVOR OF MR. CHAOHUA XIA
9. ISSUANCE AND LISTING OF UP TO SIX MILLION AND THIRTY THOUSAND (6,030,000)
PRIMARY SHARES IN FAVOR OF MR. JIECHENG LI
10. APPROVAL, CONFIRMATION AND RATIFICATION OF THE ANNUAL REPORT AND FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018.
11. RATIFICATION OF ALL ACTS AND RESOLUTIONS OF THE BOARD OF DIRECTORS AND
MANAGEMENT ADOPTED DURING THE PREVIOUS YEAR
12. ELECTION OF DIRECTORS; and
13. DELEGATION OF THE APPOINTMENT OF THE EXTERNAL AUDITOR TO THE AUDIT
COMMITTEE.

At the same meeting, the following were elected Directors of the Company:

1. Antonio L. Tiu
2. Kenneth S. Tan
3. Martin C. Subido
4. Senen L. Matoto
5. James L. Tiu
6. Antonio Peter R. Galvez
7. Yang Chung Ming
8. Ciara Mae O. Lim
9. Maximilian Chua (Independent Director)
10. Mark Norman A. Maca (Independent Director)
11. Gloriosa Y. Sze (Independent Director)

There were no matters submitted to a vote of security holders during the quarters of the fiscal year
subsequent to the Annual Shareholders Meeting covered by this report.

PART II - OPERATIONAL AND FINANCIAL INFORMATION

Item 5. Market for Issuer's Common Equity and Related Stockholder Matters

1. Market Information

The Company has 1,018,274,088 issued and outstanding common shares and 329,500,087 have been
approved for listing on the Second Board of the Philippine Stock Exchange (PSE) as of 31 March 2019.

The following is a summary of the high and low closing trading prices at the PSE for each of the quarterly
periods from 2018 to 2019:

2019 2018
In Php High High High Low
1 Quarter
st 14.94 14..70 14..94 14.70
2nd Quarter 14.50 14.40 15.52 15.08
3rd Quarter 16.02 15.68 18.16 17.92
4th Quarter 13.50 13.00 17.08 16.62
Source: Philippine Stock Exchange

The high and low daily closing prices for the first quarter of 2020 are Php 6.60 and Php 6.20 respectively.

As of 31 March 2020, the shares of the Company are being traded at the PSE at a price of Php 6.20 per
share.

2. Holders

As of 31 December 2019, the Company has a total outstanding common stock of 1,018,274,088 common
shares held by forty three (43) individual and corporate stockholders on record.

Based on the Company’s stock transfer agent, the top twenty (20) stockholders of the Company on record
as of 31 December 2019 are as follows:

NAME NO. OF SHARES PERCENTAGE


1 PCD NOMINEE CORPORATION (FILIPINO) 268,912,800 26.4087%
2 EARTHRIGHT HOLDINGS, INC. 250,000,000 24.5513%
3 PCD NOMINEE CORPORATION (FOREIGN) 237,306,479 23.3048%
4 GREENERGY HOLDINGS, INC. 85,990,533 8.4447%
5 ALCIONE FAMILY OFFICE SERVICES CO., LTD. 53,097,796 5.2145%
6 A.R.C ESTATE AND PROJECT CORP. 46,320,016 4.5489%
7 TIU, ANTONIO LEE 27,733,933 2.7236%
8 GOONIES CO., LTD 22,780,028 2.2371%
9 PPARR MANAGEMENT & HOLDINGS CORPORATION 18,620,670 1.8287%
10 GOLD FRESH LIMITED 5,772,006 0.5668%
11 CHUNG MING YANG 1,566,200 0.1538%
12 CRISOSTOMO, JOSE MARIANO 96,000 0.0094%
13 DEAN, GERARDO L. 62,700 0.0062%
14 FERRIOLS, JOSE A. &/OR EDUARDO FERRIOLS 5,000 0.0005%
15 LIM, NIEVES Q. & OR ALEXANDER D. LIM 2,640 0.0003%
16 SAYRE, JAMES DAVID 1,200 0.0001%
17 LACSON, MARICEL C. 1,200 0.0001%
18 LIN, TAI-CHUAN 1,199 0.0001%
19 YOUNG, BARTHOLOMEW DY BUNCIO 1,000 0.0001%
20 SANVICTORES, JULIUS VICTOR/EMMANUEL DE JESUS 1,000 0.0001%

The following stockholders own more than 5% of the outstanding capital stock under the PCD Nominee
Corp. as of 31 December 2019:

Common Greenergy Holdings, PCD Nominee Corp. Filipino 85,990,533 8.44%


Inc. (Filipino) is the
54 National Road, record owner
Dampol II-A, Pulilan,
Bulacan Eagle Equities Inc. is
the beneficial owner
Stockholder of 82,395,750 and
Nieves Securities
Inc. is the beneficial
owner of
12,706,896.

[for Greenergy
Holdings, Inc.]

Common Earthright Holdings, PCD Nominee Corp. Filipino 250,000,000 24.55%


Inc.2 (Filipino) is the
Unit 3C, Valuepoint record owner
Executive Building, 227
Salcedo St. Legazpi Eagle Equities Inc. is
Village, Makati City the beneficial owner
of 47,795,750 and
Stockholder AB Capital
Securities Inc. is the
beneficial owner of
29,170,800.

[for Earthright
Holdings, Inc.]

Common PCD Nominee Corp. PCD Nominee Corp. Dutch 104,354,188 10.25%
(Foreign)3 (Foreign) is the
record owner

2
The shares held by Earthright Holdings, Inc. in the Company shall be voted or disposed by the person who shall be duly authorized
by the record owner (Earthright) for the purpose. The natural person that has the power to vote on the shares of Earthright shall be
determined upon the submission of its proxy to the Company, which, under the by-laws of the Company, must be submitted before
the time set for the meeting.
3
PCD Nominee Corporation is a wholly-owned subsidiary of Philippine Central Depository, Inc. (“PCD”). The beneficial owners of such
shares registered under the name of PCD Nominee Corporation are PCD’s participants who hold the shares in their own behalf or in
G/F Makati Stock
Exchange Bldg., 6767 Eagle Equities Inc. is
Ayala Avenue, Makati the beneficial owner.
City
[for Vikings Asia
Stockholder Agriventures BV]

3. Dividends

The Company is authorized to declare and distribute dividends to the extent that it has unrestricted retained
earnings. Unrestricted retained earnings represent the undistributed profits of a corporation that have not
been earmarked for any corporate purposes. A corporation may pay dividends in cash, by distribution of
property, or by issuance of shares. Dividends declared in the form of cash or additional shares are subject
to approval by the Company’s Board of Directors. In addition to Board approval, dividends declared in the
form of additional shares are also subject to the approval of the Company’s shareholders representing at
least two-thirds (2/3) of the outstanding capital stock. Holders of outstanding common shares as of a dividend
record date will be entitled to full dividends declared without regard to any subsequent transfer of such
Shares. SEC approval is required before any property or stock dividends can be distributed. While there is
no need for SEC approval for distribution of cash dividends, the SEC must be notified within five (5) days
from its declaration.

On 11 April 2012, the Board of Directors of the Company approved the declaration of a 20% stock dividend
with a record date of 15 June 2012 and payment date of 11 July 2012. The said 20% stock dividend
declaration was ratified by the stockholders on 21 May 2012.

Aside from the foregoing, the Company has not declared any other dividends during the year 2018 and 2019.

4. Recent Issuance of Shares Constituting Exempt Transaction

On 8 April 2014, the Company filed a Notice of Exempt Transaction with the SEC in relation to the
Promissory Note by the Company dated 31 March 2014 in favor of Black River was issued for the principal
amount of Forty Nine Million Pesos (Php 49,000,000) with interest at the rate of three per cent (3%) per
annum and term of until December 19, 2016 from issue date.

To ensure that a sufficient number of shares for the exercise of the Conversion Option and/or the
Subscription Option by Black River as described above, the Company will set aside, at least, 17,342,566
authorized but unissued shares, which number of shares shall be adjusted upon any exercise of the
Conversion Option or Subscription Option.

The form of payment for the Note is in cash and no underwriter or selling agent was involved in any of the
sales. Exemption from registration was based on Section 10.1 (k) of the Securities and Regulations Code,
to wit:

“(k) The sale of securities by an issuer to fewer than twenty (20) persons in the Philippines
during the twelve-month period.”

The 119,760,666 authorized but unissued shares set aside by the Company were already registered with
the SEC at the time of the sale, pursuant to the SEC Order of Registration and Certificate of Permit to offer
Securities for Sale dated 19 May 2009. The Notice of Exemption was filed by the Company in compliance
with the directive of the Philippine Stock Exchange (PSE), as part of the post-approval requirements for
private listing of the Issuer.

behalf of their clients. The PCD is prohibited from voting these shares; instead the participants have the power to decide how the PCD
shares in the Company are to be voted.

The natural person that has the power to vote on the shares of Vikings Asia Agriventures BV shall be determined upon the submission
of its proxy to the Company, which, under the by-laws of the Company, must be submitted before the time set for the meeting.
On 9 July 2014, the Company filed a Notice of Exempt Transaction with the SEC in relation to the
Subscription Agreement executed by Agrinurture, Inc. and Greenergy Holdings Incorporated for Eighty Five
Million Nine Hundred Ninety Thousand Five Hundred Thirty Three (85,990,533) primary common shares of
ANI.

The transaction pertains to the subscription by Greenergy Holdings Incorporated to Eighty Five Million Nine
Hundred Ninety Thousand Five Hundred Thirty Three (85,990,533) primary common shares of the Company
at the issue price of Three Pesos (Php 3.00) per share or a total subscription price of Two Hundred Fifty
Seven Million Nine Hundred Seventy One Thousand Five Hundred Ninety Nine Pesos (Php 257,971,599.00).

The regulatory requirements are:

a. The listing of the Subscription Shares must be applied with and approved by the Philippine Stock
Exchange;
b. Documentary stamp tax on original issuance of shares of stock must be paid to the Bureau of Internal
Revenue on or before the 5th day of the month immediately following the date of the issuance of the
subscription shares (i.e. execute of the subscription agreement);

c. Pursuant to Section 9(1) Article II of the By-Laws of the Company, the Company must secure the approval
of stockholders representing at least 75% of the outstanding capital stock of the Corporation; and

d. The requirements under Section 5, Part A, Article V of the PSE Revised Listing Rules must be obtained
by the Company, namely:

i. Approval and/or ratification by the stockholders of the transaction; and

ii. Securing the grant of a waiver of the requirement to conduct a rights or public offering to the shares
subscribed by a majority vote representing the outstanding shares held by the minority stockholders
presented or represented.

The Company has complied with the requirements and obtained the requisite approvals under paragraphs
(c) and (d) above during the Annual Stockholders’ Meeting on 23 June 2014.

Item 6. Management's Discussion and Analysis

The following Management Discussion and Analysis should be read in conjunction with the attached audited
consolidated financial statements of AgriNurture, Inc. and Subsidiaries for the fiscal year ended 31 December
2019.

Business Overview

AgriNurture, Inc. (the “Company” or ANI), formerly known as Mabuhay 2000 Enterprises, Inc., was founded
in 1997 as an importer, trader and fabricator of post-harvest agricultural machineries. The Company
eventually diversified into various agro-commercial businesses specifically focusing on the export trading of
fresh Philippine carabao mangoes.

Currently, the Company conducts its business through operating divisions and wholly-owned or majority-
owned subsidiaries that are organized into two (2) groups, namely: (i) Philippine Operations and (ii) Foreign
Operations.

The Philippine Operations Group is organized into three business units: (1) Exports, (2) Local Distribution,
and (3) Retail & Franchising. Meanwhile, Foreign Operations is principally fruits and vegetable trading in
Hong Kong/China.

At present, ANI exports bananas, packaged coco-water, mangoes and pineapple to customers in Mainland
China, Hong Kong, the Middle East, North America and to different European regions.

ANI Group’s revenues for 2019, 2018 and 2017 by each of the principal business segments are as follows:
2019 2018 2017
Philippine operations
Export 1,911,427,304 628,148,078 76,377,070
Local Distribution 144,608,070 148,336,042 466,455,109
Retail & Franchising 75,187,062 88,464,705 133,981,983
Sub-total 2,131,222,436 864,948,825 650,244,300
Foreign operations
Hong Kong/China 2,404,383,517 2,970,991,377 1,446,718,038
Sub-total 2,404,383,517 2,970,991,377 1,446,718,038
TOTAL REVENUE (CONSO) 4,535,605,953 3,835,940,202 2,096,962,338

Year ended December 31, 2019 versus December 31, 2018

Results of Operations

Net Sales

ANI Group sustained a consolidated sale of goods and services at Php4.54 billion for the year ended
December 31, 2019 compared to Php 3.84 billion for same period last year. For the year ended December
31, 2019, Philippine operations contributed 47% while sales from foreign operations accounted for 53% of
consolidated sales. Sale of goods and services by business segment follows:

 Export sales posted an increase of 204.29% year-on-year to Php 1,91 billion in 2019 from Php
628.15 million in 2018, primarily due to (i) increase and constant supply of bananas due to increase
in suppliers (ii) increase in number of demands and customers especially in China market and (iii)
stable selling price in the international markets.

 Domestic distribution sales posted a decrease of 2.51% to Php 144.61 million in 2019 from 148.34
million in 2018 mainly due to the temporary halt of rice trading business pending approval of the
Rice Liberalization Law. Other distribution channels such as wholesale of fresh fruits and vegetables
to leading supermarkets and sale of fruit purees registered an increase in revenue during the year
due to improvement in operations.

 Retail and franchising sales registered a decline of 15% to Php75.19 million in 2019 from Php 88.46
million in 2018, primarily due to rationalization of backroom and store operations. This was also
affected by the closing of some sub performing outlets.

 Combined Foreign trading operations posted a decrease of 19% to Php2.40 billion in 2019 from
Php2.97 billion in 2018, mainly because of the decrease in sales in Hong Kong stores brought about
by the series of rallies held during the year which affected the sales significantly.

Cost of sales consists of:

 Cost of purchasing fruits and vegetables and raw materials from growers and other traders and suppliers
including freight in charges;
 Cost of real estate includes development cost for all properties to be sold, including shops, office
buildings and hotels located in China.
 Personnel expenses, which include salary and wages, employee benefits and retirement costs for
employees involved in the production process;
 Repairs/maintenance costs, depreciation costs relating to production equipment, vehicles, facilities and
buildings;
 Fuel and oil costs relating to the production and distribution process;

For the year ended December 31, 2019, ANI Group’s cost of sales and services amounted to Php 3.71 billion
up by 19% from Php 3.12 billion for the year 2018 mainly due to higher amount of purchases of raw materials
such as fruits and vegetables, construction supplies, freight and handling cost, salaries and wages which is
in line with the increase in sales during the period.

Gross Profit

Consolidated gross profit up by Php 108.92 million or 15% for the year ended December 31, 2019. The gross
profit up by from Php 711.77 million in 2018 to Php820.69 million in 2019. Gross profit increases in export,
distribution and foreign trading in 2019.

Operating Expenses

The Company’s operating expenses consist of selling expenses and administrative expenses which include
the following major items:

 Taxes and licenses


 Salaries, wages and other employee benefits
 Advertising
 Rentals
 Depreciation and amortization
 Freight and handling
 Communication, light and water

Consolidated operating expenses for the 2019 amounted to Php 692.40 million up from Php 584.80 million
in 2018 mainly due to the increase in manpower cost for regular employees and contracted services, various
impairments and write off, depreciation and amortization, communication, light and water and transportation
and travel during the year.

Other Income (Charges)

Other income-net in 2019 amounted to Php26.03 million in 2019 and Php36.07 million in 2018. The decrease
is due to the reduction of write off of payables during the year as compared to the previous year.

The write-offs include trade and other payables and lease payable.

Finance Costs

Finance Costs for the years 2019 and 2018 are Php58.05 million and Php 51.88 million, respectively.

Net Income

Net income for fiscal year 2019 amounted to Php84.74 million of which Php8.65 million is attributable to
equity holders of the parent while Php 76.09 million is attributable to non-controlling interest.

Financial Condition

Assets

ANI Group’s consolidated total assets as of December 31, 2019 amounted to Php4.39 billion, a decrease of
11.09% from Php 4.93 billion as at December 31, 2018. The following explain the significant movements in
the asset accounts:

 The Group’s cash balance increased by Php12.68 million primarily due to increase in collections
despite payment of day to day operations of the Company and settlement of loans and other
liabilities.
 Receivables increased by Php97.79 million mainly due to the significant increase in sales in banana
and real estate income during the year.
 Advances to a stockholder has a significant decrease from Php453.98 million in 2018 to Php 149.85
million in 2019 due collections and liquidation of advances during the year. In 2020, all advances will
be collected and liquidated by the stockholder.
 Inventories increased from a year end 2018 balance of Php 946.05 million to Php1.18 billion in 2019
due to increase in price of per unit of residential and commercial for sale at the same time increase
in purchases for merchandising, furniture and appliances.
 Property and equipment and intangible assets decreased by Php229.40 million due to the disposal
happened during the year and recognition of depreciation and amortization.

Liabilities

Consolidated liabilities amounted to Php1.62 billion as of December 31, 2019.

Total current liabilities decreased to Php 1.44 billion in 2019 from Php 1.88 billion mainly due to various
payments of loans and payables during the year.

Total non-current liabilities decreased to Php 173.56 million also due to payment of loans during the year.

Equity

Consolidated stockholders’ equity as of December 31, 2019 amount to Php 2.77 billion mainly due to the
additional collections of subscription receivables of common shares and improve in net operating
performances of the subsidiaries especially in China.

Liquidity and Capital Resources


Net cash flows provided by operating activities for the year 2019 was Php72.12 million.

Net cash flow provided by investing activities is Php409.20 million mainly in relation to the collections and
liquidation of advances from its related parties and stockholder.

Net cash flows used in financing activities is Php468.63 million, which is mainly due to the payments of
loans during the year.

Year ended December 31, 2018 versus December 31, 2017

Results of Operations

Net Sales

ANI Group sustained a consolidated sale of goods and services at Php3,.84 billion for the year ended
December 31, 2018 compared to Php 2.1 billion for same period in 2017. For the year ended December 31,
2018, Philippine operations contributed 22.55% while sales from foreign operations accounted for 77.45%
of consolidated sales. Sale of goods and services by business segment follows:

 Export sales posted an increase of 722.43% year-on-year to Php 628.15 million in 2018 from Php
76.38 million in 2017, primarily due to (i) increase and constant supply of bananas due to increase
in suppliers (ii) increase in number of demands and customers especially in China market and (iii)
stable selling price in the international markets.

 Domestic distribution sales posted a decrease of 68.20% to Php 148.34 million in 2018 from 466.46
million in 2017 mainly due to the temporary halt of rice trading business in 2018 pending approval
of the Rice Liberalization Law. Rice trading sales in 2017 posted a Php321 million revenue but other
distribution channels such as wholesale of fresh fruits and vegetables to leading supermarkets and
sale of fruit purees registered an increase in revenue during the year due to improvement in
operations.

 Retail and franchising sales registered a decline of 33.97% to Php 88.46 million in 2018 from Php
133.98 million in 2017, primarily due to rationalization of backroom and store operations. This was
also affected by the closing of some sub performing outlets.
 Combined Foreign trading operations posted an increase of 105.36% to Php 2.97 billion in 2018
from Php1.45 billion in 2017, mainly because of the increase in sales of residential and commercial
inventories as compared last year.

Cost of sales consists of:

 Cost of purchasing fruits and vegetables and raw materials from growers and other traders and suppliers
including freight in charges;
 Cost of real estate includes development cost for all properties to be sold, including shops, office
buildings and hotels located in China.
 Personnel expenses, which include salary and wages, employee benefits and retirement costs for
employees involved in the production process;
 Repairs/maintenance costs, depreciation costs relating to production equipment, vehicles, facilities and
buildings;
 Fuel and oil costs relating to the production and distribution process;

For the year ended December 31, 2018, ANI Group’s cost of sales and services amounted to Php 3.12 billion
up by 124.14% from Php 1.39 billion for the year 2017 mainly due to higher amount of purchases of raw
materials such as frutis and vegetables, construction supplies, freight and handling cost, salaries and wages
which is in line with the increase in sales during the period.

Gross Profit

Consolidated gross profit up by Php 8.67 million or 1.23% for the year ended December 31, 2018. The gross
profit up by from Php 703.10 million in 2017 to Php711.77 million in 2018. Gross profit increases in export,
distribution and foreign trading in 2018.

Operating Expenses

The Company’s operating expenses consist of selling expenses and administrative expenses which include
the following major items:

 Taxes and licenses


 Salaries, wages and other employee benefits
 Advertising
 Rentals
 Depreciation and amortization
 Freight and handling
 Communication, light and water

Consolidated operating expenses for the 2018 amounted to Php 584.80 million down from Php 595.55 million
in 2017 mainly due to the reduction of manpower cost for regular employees and contracted services,
decrease in depreciation due to disposal of assets, decrease in advertising and decrease in rentals during
the year.

Other Income (Charges)

Other income in 2018 amounted to Php87.94 million in 2018 and Php205.83 million in 2017. The decrease
is due to the reduction of write off of payables during the year as compared to the previous year.

The write-offs include trade and other payables and lease payable.

Finance Costs

Finance Costs for the years 2018 and 2017 are Php 51.87 million and Php 61.91 million, respectively. The
decrease is mainly due to the recapitalization and reduction of debt.
Net Income

Net income for fiscal year 2018 amounted to Php 25.69 million of which (Php61.01) million is attributable to
equity holders of the parent while Php 86.70 million is attributable to non-controlling interest.
Financial Condition

Assets

ANI Group’s consolidated total assets as of December 31, 2018 amounted to Php 4.93 billion, an increase
of 21.90% from Php 4.065 billion as at December 31, 2017. The following explain the significant movements
in the asset accounts:

 The Group’s cash balance decreased by Php 150.77 million primarily due to day to day operations
of the Company and settlement of loans and other liabilities.
 Receivables decreased by Php139.96 million mainly due to increase in sales in banana and real
estate income during the year which will be all collected in 2019 and consolidation of another
subsidiary in China.
 Advances to a stockholder has a minimal increase from Php 422.23 million in 2017 to Php 453.98
million in 2018 due additional advances during the year. In 2019, all advances will be collected and
liquidated by the stockholder.
 Inventories increased from a year end 2017 balance of Php 348.19 million to Php946.05 in 2018
million due increase in price of per unit of residential and commercial for sale and consolidation of
another subsidiary in China.
 Property and equipment and intangible assets increased by Php 104.84 million due to additional
purchase of property and equipment for operations and the consolidation of another subsidiary in
China.

Liabilities

Consolidated liabilities amounted to Php2.23 billion as of December 31, 2018.

Total current liabilities amounted to Php 1.90 billion and Php 1.89 billion as of December 31, 2018 and 2017
respectively.

Total non-current liabilities decreased to Php 304.38 million mainly due to the reclassification of deposit for
future stock subscriptions to capital in 2018 and payment of loans.

Equity

Consolidated stockholders’ equity as of December 31, 2018 amount to Php 2.70 billion mainly due to the
additional subscription of common shares during the year.

Liquidity and Capital Resources


Net cash flows used in operating activities for the year 2018 was Php 315.57 million.

Net cash flow used in investing activities is Php 462.31 million mainly in relation to additions of property and
equipment and deposits made for an investment.

Net cash flows provided by financing activities are Php628.70 million, which is mainly due to the additional
subscription of common shares during the year.

Year ended December 31, 2017 versus December 31, 2016

Results of Operations

Net Sales
ANI Group sustained a consolidated sale of goods and services at Php2.1 billion for the year ended
December 31, 2017 compared to Php 570.84.million for same period in 2016. For the year ended December
31, 2017, Philippine operations contributed 32% while sales from foreign operations accounted for 68% of
consolidated sales. Sale of goods and services by business segment follows:

 Export sales posted a decrease of 13.30% year-on-year to Php 76.38 million for the calendar year
2017 from Php 67.67 million for 2016, primarily due to (i) increase in supply of bananas, and coco
juice relative to the increase in number of customers and stable selling price in the international
markets during the year.

 Local distribution sales posted a decrease of 92.99% to Php 466.46 million for the year ended
December 31, 2017 from 241.70 million for 2016 mainly due to the increase of rice trading business
in 2017.and increase in distribution channels such as wholesale of fresh fruits and vegetables to
leading supermarkets and also sale of fruit purees registered an increase in revenue during the year
due to improve in operations.

 Retail and franchising sales registered an increase of 58% to Php133.98 million for calendar year
2017 from Php 84.79 million for 2016, primarily due to increase in sales of fruit shakes and coffee,
including increase in franchise revenues and royalties during the year.

Combined Foreign trading operations posted a decrease of 718.82% to Php 1.45 billion for 2017 from Php
176.68 million for 2016, mainly due to the consolidation of operations of Fucang which is 51% owned by
Parent Company as of July 2017/. The revenue includes sale of properties and commodities such as fruits
and vegetables. Also, Hong Kong operations revenues increased during the year due to the improvement of
its operations and additional opening of stores during the year.
Cost of sales consists of:

 Cost of purchasing fruits and vegetables and raw material from growers and other traders and suppliers
including freight in charges;
 Cost of real estate includes development cost for all properties to be sold, including shops, office
buildings and hotels located in China.
 Personnel expenses, which include salary and wages, employee benefits and retirement costs for
employees involved in the production process;
 Repairs/maintenance costs, depreciation costs relating to production equipment, vehicles, facilities and
buildings;
 Fuel and oil costs relating to the production and distribution process;

For the year ended December 31, 2017, ANI Group’s cost of sales and services amounted to Php 1.39 billion
up by 190.63% from Php 479.60 million for the year 2016 mainly due to the inclusion of Fucang operations
during the year on top of the increase in sales during the year across the Group’s business units.

Gross Profit

Consolidated gross profit up by Php 611.85 million or 670.56% for the year ended December 31, 2017. The
gross profit up by from Php 91.24 million in 2016 to Php 703.10 million in 2017. Gross profit increases in
export, distribution, retail and foreign trading in 2017.

Operating Expenses

The Company’s operating expenses consist of selling expenses and administrative expenses which include
the following major items:

 Salaries, wages and other employee benefits


 Rental
 Cost of materials and supplies in constructions
 Depreciation and amortization
 Freight and handling
 Communication, light and water
Consolidated operating expenses for the 2017 amounted to Php 595.55 million up from Php 241.28 million
for 2016 due mainly to the consolidation of operations of Fucang and at the same time increase of manpower
cost for regular employees and contracted services, increase in depreciation, increase in freight and
handling, taxes and licenses and supplies relative to the increase in sales during the year
Other Income (Charges)

Other income in 2017 totals Php 205.83 million and other charges amounted to Php 6.07 million in 2016.
The increase is due to the other income of Fucang and other gain as a result of loan renegotiations during
the year while 2016 includes number of write offs and impairment of assets.

The write-offs and impairments were in relation to receivables, goodwill, intangibles, investments, advance,
biological assets and other assets.

Finance Costs

Finance Costs for the years 2017 and 2016 are Php 61.91 million and Php 64.62 million, respectively. The
decrease is mainly due to the recapitalization and reduction of debt.

Net Income

Net income for fiscal year 2017 amounted to Php 191.05 million of which Php 103.60 million is attributable
to equity holders of the parent while Php 74.34 million is attributable to non-controlling interest.

Financial Condition

Assets

ANI Group’s consolidated total assets as of December 31, 2017 amounted to Php 4.06 billion, an increase
of 73.52% from Php 2,34 billion at December 31, 2016. The following explain the significant movements in
the asset accounts:

 The Group’s cash balance increased by Php 188.06 million primarily due to the consolidation of
Fucang operations during the year. Also, there is an increase in collections and additional funds
received through subscription of shares during the year.
 Receivables increased by Php284.17 million mainly due to increased in sales and consolidation of
Fucang operations..
 Advances to stockholder decreased from Php 708.23 million in 2016 to Php 422.23 million in 2017
due to settlement and liquidations of advances.
 Inventory balance increased from a year end 2016 balance of Php 28.05 million to Php 348.19 million
in 2017. Inventories includes fruits and vegetables, packaging materials, and real estate property in
China.
 Prepayments and other current assets increased during the year by Php176.70 million due to the
deposits for project wich pertains to advance payment for the construction projects in China.
 Deposits for future investment in 2017 pertains to deposit to acquire 60% ownership of the
subscriptions to Guangzhou Tianchen Real Estate Development Co., Ltd., a real estate company in
China amounting to Php 194.67 million.
 Property and equipment and intangible assets increased by Php 445.66 million due to the
consolidation of Fucang in 2017.

Liabilities

Consolidated liabilities amounted to Php 2.52 billion as of December 31, 2017.

Total current liabilities amounted to Php 1.89 billion and Php 1.42 billion as of December 31, 2017 and 2016
respectively. The 33.86% increase is mainly due to the consolidation of Fucang’s loans and borrowings and
trade payables.

Total non-current liabilities decreased from Php 635.88 million in 2016 to Php 331.50 million in 2017. The
increase is mainly due to the deposit for future stock subscriptions of the Group to Goonies Co., Ltd., a
Company incorporated in Japan amounting to Php 242.84 million. Full payment was received on October
25, 2017, while subscription was executed on February 9, 2018.

Equity

Consolidated stockholders’ equity as of December 31, 2017 amount to Php 1.54 billion.

Liquidity and Capital Resources

Net cash flows used in operating activities for the year 2017 was Php 594.53 million.

Net cash flow provided by investing activities is Php 434.25 million mainly due to the consolidation of Fucang
and settlement of advances during the year.

Net cash flows provided by financing activities are Php 351.36 million, which is mainly due to the increase
in deposit for future stock subscription and proceeds from issuance of shares of stocks.
KEY PERFORMANCE INDICATORS

Following below are the major performance measures that the Company uses. The Company employs
analyses using comparisons and measurements based on the financial data for current periods against the
same period of the previous year.

AGRINURTURE INC AND ITS SUBSIDIARIES


SCHEDULE OF FINANCIAL INDICATORS

FOR THE PERIOD ENDED


FINANCIAL KEY PERFORMANCE INDICATOR DEFINITION DECEMBER
Current/Liquidity: 2019 2018
Current ratio Current Assets 1.62 1.26
Current Liabilities

Quick ratio Current Assets-Inventory-Prepayments 0.68 0.69


Current Liabilities

Solvency ratio/Debt-to-equity ratio Total Liabilites 0.58 0.82


Stockholders Equity

Asset to equity ratio Total Assets 1.58 1.82


Total Equity

Interest rate coverage ratio Income Before Tax 2.65 3.14


Finance Cost

Profitability Ratio:
Net Income 0.02 0.01
Return on assets Average Total Asset

Return on equity Net Income 0.03 0.01


Average Total Equity
Accounting Standard, Interpretations and Amendment Effective in 2008

The Company adopted the following relevant standard, amendment and interpretations to existing
standards, which are effective for annual periods beginning on or after 01 January 2008:

Philippine Interpretation IFRIC 11, PFRS 2 – Group and Treasury Share Transactions

This interpretation was effective on 01 January 2008. This interpretation requires arrangements whereby an
employee is granted rights to an entity’s equity instruments to be accounted for as an equity-settled scheme
by the entity even if (a) the entity chooses or is required to buy those equity instruments (e.g. treasury shares)
from another party, or (b) the shareholders of the entity provide the equity instruments needed. It also
provides guidance on how subsidiaries, in their separate financial statements, account for such schemes
when their employees receive rights to the equity instrument of the parent. The Group currently does not
have any stock option plan and therefore, this interpretation did not have any impact to its interim financial
statements.

Philippine Interpretation IFRIC 12, Service Concession Agreements

This interpretation was issued in November 2006 and became effective for annual periods beginning on or
after 01 January 2008. This interpretation applies to service concession operators and explains how to
account for the obligations undertaken and rights received in service concession agreements. The Group
does not have any service concession arrangements and hence this interpretation does not have any impact
to the Group.

Philippine Interpretation IFRIC 14, PAS 19, The Limit on a Defined Benefit Asset, Minimum Funding
Requirement and their Interaction

This interpretation was issued in July 2007 and became effective for annual periods beginning on or after 01
January 2008. This interpretation provides guidance on how to assess the limit on the amount of surplus in
a defined benefit scheme that can be recognized as an asset under PAS 19, Employee Benefits. This
interpretation did not have any impact on the financial position of the Group, as it does not have any pension
asset.

Item 7. Financial Statements

A copy of the Company’s Audited Financial Statements for the year ended 31 December 2019 is attached
hereto as Annex “A”.

Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Sycip Gorres Velayo & Co. had been appointed as external auditor for the calendar years 2014, 2015, and
2016.The principal accountant for the years 2014, 2015, and 2016 is Jose Pepito E. Zabat III.

Apart from the audit and audit-related fees in the amounts of Php 3,460,000 for 2014, Php 3,460,000 for
2015, and Php 3,460,000 for 2016, no other services such as assurance or related services, tax accounting,
compliance, advice, planning, or other kinds of services were rendered and no other fees were billed by the
Company’s auditors as of the said years.

The delegated authority, the Board of Directors on 17 February 2018 confirmed and ratified the appointment
of Constantino & Partners (formerly Constantino Guadalquiver and Co.) to be the Company’s External
Auditor for the year 2017 with Roger M. Gaudalquiver, as the Partner in Charge. For calendar year 2018, it
was assigned to Edwin F. Ramos, as the new Partner in Charge after Mr Gaudalquiver retired from
Constantino & Partners in 2019.

There has not been any disagreement between the Company and its independent accountant/external
auditor for 2016, 2017 and 2018, with regard to any matter relating to accounting principles or practices,
financial statement disclosures or auditing scope or procedure.
PART III - CONTROL AND COMPENSATION INFORMATION

Item 9. Directors and Executive Officers of the Issuer

1. Directors and Principal Officers of the Company:

(a) Directors and Principal Officers of the Company

The following are the incumbent members of the Board of Directors who are also nominated herein:

The Directors of the Company as of 31 March 2020 are as follows:

Name Age Citizenship Term of Office


Antonio L. Tiu 44 Filipino 2004 – present
Chung Ming Yang 46 Chinese ROC 1997 – present
Kenneth S. Tan 47 Filipino 2015 – present
Senen L. Matoto 72 Filipino 2018 – present
Martin C. Subido 43 Filipino 2013 – present
Antonio Peter R. Galvez 60 Filipino 2014 – present
Luis Rey I. Velasco 63 Filipino 2018 – present
Ciara Mae Lim 35 Filipino 2016 – present
Mark Norman A. Maca (Independent Director) 41 Filipino 2017 – present
Gloriosa Y. Sze (Independent Director) 51 Filipino 2017 – present
Maximillian Chua (Independent Director) 37 Filipino 2017 – present

ANTONIO L. TIU, 44, Filipino, Director, Chairman.


Mr. Tiu is the President/CEO and Chairman of Earthright Holdings, Inc., Chairman of The Big Chill, Inc., and
President/CEO of Beidahuang Philippines, Inc. and Greenergy Holdings Incorporated. He was a part time
lecturer in International Finance at DLSU Graduate School from 1999 to 2001 and currently board of adviser
of DLSU School of Management. Mr. Tiu has a Master’s degree in Commerce specializing in International
Finance from University of New South Wales, Sydney Australia and BS Commerce major in Business
Management from De La Salle University, Manila. He is currently a Doctorate student in Public
Administration at the University of the Philippines. He was awarded the Ernst and Young Emerging
Entrepreneur of the Year (2009), Overseas Chinese Entrepeneur of the Year 2010 and Ten Outstanding
Young Men of the Philippines 2011. He is an active member of Integrated Food Manufacturer Association
of the Philippines, PHILEXPORT, PHILFOODEX, Chinese Filipino Business Club, and Philippine Chamber
of Agriculture and Food Industries.

YANG, CHUNG MING, 46, Chinese R.O.C., Director.


Mr. Yang is the General Manager of Grateful Strategic Marketing Consultants Co., Ltd, and Tong Shen
Enterprises, which are both Taiwan based firms. He has a degree in B.S. Computer Science from Chiang
Kai Shek College, Philippines and has a Master’s degree in Business Administration from the National
Chengchi University in Taiwan. He is currently taking the Executive MBA program at the Xiamen University.

KENNETH S. TAN, 47, Filipino, Director.


Mr. Kenneth S. Tan concurrently serves as the Chief Financial Officer of Greenergy Holdings Incorporated
and has been its Treasurer since June 2013. Previously, Mr. Tan served as Alternate Corporate Information
and Compliance Officer at Greenergy Holdings Incorporated since December 23, 2010. Mr. Tan served as
the Vice President for Admin/Chief Information Officer and Compliance Officer of AgriNurture Inc. until 2013.
He served as an Officer of Citibank and Manulife Financial and was a Part-Time Lecturer in Economics at
an international school in Manila.

SENEN L. MATOTO, 72, Filipino, Director.


Mr. Senen Matoto served from 2007-2017 as President and Director of Vicsal Investment and Investment,
AB Capital and Investment Corporation, VSec. Com. Inc. He is also an independent director of Yantua
Savings Bank. He obtained his Masters in Business Administration from the Asian Institute of Management
and his Bachelor of Science in Business Administration from the University of the Philippines.
ATTY. MARTIN C. SUBIDO, 43, Filipino, Director.
Atty. Martin Subido is a Certified Public Accountant and a member of the Integrated Bar of the Philippines.
He graduated with a B.S. Accountancy degree from De La Salle University and obtained his Juris Doctor
degree, with honors, from the School of Law of Ateneo de Manila University. He was a Senior Associate of
the Villaraza & Angangco Law Offices before becoming managing partner of The Law Firm of Subido
Pagente Certeza Mendoza & Binay.

ANTONIO PETER R. GALVEZ, 60, Filipino, Director


Mr. Galvez is a holder of an Executive Master’s in Business Administration from the Asian Institute of
Management. He graduated from the Ateneo de Manila University with a Bachelor’s Degree in Economics.
At present, he is and Executive and Leadership Coach, Business Coach with the University of Asia and
Pacific. He is also a licensed facilitator of Get Clients Now, licensed instructor of GRID International and
Director of Pastra.Net. His previous employments include various stints with the Securities Transfer
Services, Inc., First Philippine Holdings Corporation and its subsidiaries, Department of Trade and Industry
and the Board of Investments.

LUIS REY I. VELASCO, 63, Filipino, Director


Mr. Luis Rey I. Velasco, PhD, is a Doctorate Degree Holder in Entomology from University of Queensland,
Brisbane, Australia. He is currently a professor in Agriculture Entomology at University of the Philippines in
Los Banos.

CIARA MAE LIM, 35, Filipino, Director


Ms. Lim is a Certified Public Accountant, with a double degree in Applied Economics and Accountancy from
De La Salle University. She started her career as a Corporate Auditor of Philippine Airlines and eventually
ventured into corporate finance prior to joining the AgriNurture Inc. in 2011 as Finance Manager, and
eventually as Assistant Vice President for Finance. In 2014, she was appointed Comptroller of Greenergy
Holdings, Inc.

ATTY. GLORIOSA Y. SZE, 51, Filipino, Independent Director

Atty. Gloriosa Y. Sze graduated from the San Sebastian College Recoletos de Cavite in 1989 with a degree
in Bachelor of Science in Accountancy and became a Certified Public Accountant in April of 1991. She later
on obtained her Bachelor of Laws degree from San Beda College Mendiola in 2008 and became a member
of the Bar in 2009. She previously worked as an Associate Lawyer at the Romualdo A. Din, Jr. and
Associates Law Office from July 2010 to January 2012, Legal Associate at the Legal and Compliance Team
of Manulife Business Processing Service from January 2012 to January 2014. She served as a member of
the faculty of Chiang Kai Shek College, Faculty of Business, Arts and Sciences for the School Year 2014-
2015. She served as Director of the Integraed bar of the Philippines, Manila III Chapter from 2013 to 2015.
Atty. Sze was a founding partner of Laguatan Lim & Yutatco-Sze Law Firm and partner in charge of finance
from November 2013 to April 2015. In May 2015, she co-founced Lim and Yutatco-Sze Law Firm where she
is currently the partner in charge of Finance.

ATTY. MAXIMILIAN CHUA, 37, Filipino, Independent Director


Atty. Maximilian Chua graduated from the Ateneo de Manila University with a degree in Bachelor of Science
in Management Information System and obtained his Bachelor of Laws degree from San Beda College of
Law Mendiola. He was a senior associate of Co Ferrer & Ang-Co Law Offices from 2009 to July 14. At
present, he is a consultant at the Belo Gozon Parel Asuncion & Lucila Law Offices.

MARK NORMAN A. MACA, 41, Filipino, Independent Director

Mr. Mark Norman A. Maca graduated from the University of the Philippines Diliman with a degree in Bachelor
of Science in Community Development with minors in Anthropology and Economics. He is a holder of a
European Master in Life Long Learning: Policy and Management under the Erasmus Mundus Fellowship
Programme of the University College London (UCL) and he is earning his Doctorate degree in International
and Comparative Education at the Kyushu University (Japan) under the Ronpaku Felowship Programme.
He was previously engaged as Technical Advisor – Education Development Programs and Projects under
an Asian Development Bank contract and served as Education Policy Consultant of the World Bank (Manila)
from March 2014-March 2015. He undertook several commissioned studies for the Department of Education
and UNICEF Philippines and has been invited as lecturer and resource speaker in various fora in the
Philippines and overseas.

The Principal Officers of the Company as of 31 March 2020 are as follows:

ANTONIO L. TIU, 44, Filipino, Director, Chairman.


Mr. Tiu is the President/CEO and Chairman of Earthright Holdings, Inc., Chairman of The Big Chill, Inc., and
President/CEO of Beidahuang Philippines, Inc. and Greenergy Holdings Incorporated. He was a part time
lecturer in International Finance at DLSU Graduate School from 1999 to 2001 and currently board of adviser
of DLSU School of Management. Mr. Tiu has a Master’s degree in Commerce specializing in International
Finance from University of New South Wales, Sydney Australia and BS Commerce major in Business
Management from De La Salle University, Manila. He is currently a Doctorate student in Public
Administration at the University of the Philippines. He was awarded the Ernst and Young Emerging
Entrepreneur of the Year (2009), Overseas Chinese Entrepeneur of the Year 2010 and Ten Outstanding
Young Men of the Philippines 2011. He is an active member of Integrated Food Manufacturer Association
of the Philippines, PHILEXPORT, PHILFOODEX, Chinese Filipino Business Club, and Philippine Chamber
of Agriculture and Food Industries.

KENNETH S. TAN, 47, Filipino, Chief Financial Officer and Treasurer.


Mr. Kenneth S. Tan serves as the Chief Financial Officer of Greenergy Holdings Incorporated and has been
its Treasurer since June 2013. Previously, Mr. Tan served as Alternate Corporate Information and
Compliance Officer at Greenergy Holdings Incorporated since December 23, 2010. Mr. Tan served as the
Vice President for Admin/Chief Information Officer and Compliance Officer of AgriNurture Inc. until 2013. He
served as an Officer of Citibank and Manulife Financial and was a Part-Time Lecturer in Economics at an
international school in Manila.

ATTY. MARICRIS CONNIE B. PUA, 36, Filipino, Corporate Secretary


Atty. Maricris Connie B. Pua obtained her Bachelor of Laws degree from San Sebastian College-Recoletos
in 2008. She also holds a Bachelor of Arts in Political Science degree from the University of the Philippines
– Diliman. She was previously an Associate Lawyer for Rodriguez Esquivel Palpal-latoc Law Firm from
August 2013 to May 2014 and is currently an Associate Lawyer for Chato & Vinzons-Chato Law Offices. She
is also the Corporate Information Officer and Compliance Officer of Greenergy Holdings, Inc.

GLENE G. SUYO, 33, Filipino Compliance Officer


Mr. Suyo is a Certified Public Accountant and is the Head of Financial Services of Agrinurture, Inc.’s group
of companies since January 2016. He previously worked as Senior Audit Associate of Constantino
Guadalquiver & Co from November 2009 to October 2012. He obtained his Bachelor of Science in
Accountancy degree from St. Paul University in Tuguegarao City.

2. Significant Employees

No single person is expected to make a significant contribution to the business since the Company considers
the collective efforts of all its employees as instrumental to the overall success of the Company’s
performance.

3. Family Relationships

There are no officers nor directors that are related by consanguinity or affinity.

4. Involvement in Certain Legal Proceedings

None of the following events have occurred during the past five (5) years preceding the filing of this Annual
Report that are material to an evaluation of the ability or integrity of any director, any nominee for election
as director, executive officer, underwriter or control person of the Company:

 any bankruptcy petition filed by or against any business of which such person was a general partner
or executive officer, either at the time of the bankruptcy or within two (2) years prior to that time;

 any conviction by final judgment, including the nature of the offense, in a criminal proceeding,
domestic or foreign, or being subject to a pending criminal proceeding, domestic or foreign,
excluding traffic violations and other minor offenses;

 being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated,
of any court of competent jurisdiction, domestic or foreign, permanently or temporarily enjoining,
barring, suspending or otherwise or otherwise limiting his involvement in any type of business,
securities, commodities or banking activities; and

 being found by a domestic or foreign court of competent jurisdiction (in a civil action), the SEC or
comparable foreign body, or a domestic or foreign exchange or other organized trading market or
self-regulatory organization, to have violated a securities or commodities law or regulation, and the
judgment has not been reversed, suspended or vacated.

5. Certain Relationships and Related Transactions

The Company’s policy with respect to related party transactions is to ensure that these transactions are
entered into on terms comparable to those available from unrelated third parties.

See Note 21 (Related Party Transactions) of the Notes to the 2019 Audited Financial Statements.

Item 10. Compensation of Directors and Executive Officers

The following summarizes the executive compensation received by the CEO and the top four (4) most highly
compensated officers of the Company for 2017, 2018 and 2019. It also summarizes the aggregate
compensation received by all the officers and directors, unnamed.

Amounts in ‘000 Year Salaries Bonuses Other Income


CEO and the four (4) 2017 Php 5,137 - NONE
most 2018 Php 4,203 - NONE
highly compensated
2019 - NONE
officers
Aggregate compensation 2017 Php 3,963 - NONE
paid to all other officers 2018 Php 4,121 - NONE
and directors as a group
2019 - NONE
unnamed

Under Section 8, Article III of the By-Laws of the Company, by resolution of the Board, each director shall
receive a reasonable per diem allowance for their attendance at each meeting of the Board. Also provided
therein is the compensation of directors, which shall not be more than 10% of the net income before income
tax of the Company during the preceding year, which shall be determined and apportioned among the
directors in such manner as the Board may deem proper, subject to the approval of the stockholders
representing at least a majority of the outstanding capital stock at a regular or special meeting. To date, the
directors are given a per diem allowance of Five Thousand Pesos (Php 5,000.00) for their attendance at
each meeting of the Board.

COMPENSATION PLANS

The Board approved a Stock Ownership Plan (the “Plan”) during its meeting on 17 December 2014. The
following are the salient provisions of the Plan, among others:

a. All REGULAR employees of ANI and its subsidiaries are eligible under the Plan.

b. The Plan shall be effective for a period of ten (10) years to commence upon ratification of
the Stockholders’ of the terms and conditions and upon approval of concerned governmental
regulatory bodies, However, the grant of stocks shall be “purely gratuitous” such that ANI’s
Compensation and Remuneration Committee (hereinafter referred to as the “Committee”)
has the sole discretion whether to grant stocks for the year based on the financial
performance of ANI during the preceding year.
c. ANI will grant common shares in favor of all regular employees equivalent to an employee’s
one (1) month salary, which will be evidenced by an Award Agreement. The Award
Agreement shall contain the terms and conditions of the Plan which must be complied with
by the employee during the vesting period, otherwise the employee forfeits his/her rights
over the shares of stock.

d. There will be a 3-year vesting period during which the employee is not yet considered as
the owner of the shares, and his/her rights over the shares are restricted, including the right
to dispose of the shares, receive dividends and/or vote as a shareholder.

e. Upon the lapse of the vesting period, the Committee shall instruct the Corporate Secretary
to issue the Stock Certificates to the employees who have complied with the terms as stated
in the Award Agreement. An employee forfeits his/her shares when the said employee
resigns or is found guilty of an offense defined as less grave or grave offense as per ANI
Employee Handbook.

Item 11. Security Ownership of Certain Record and Beneficial Owners and Management

1. Security Ownership of Certain Record and Beneficial Owners

As of 31 December 2019, the following are the record owners and beneficial owners of more than five percent
(5%) of the Company’s total issued common shares of 1,018,274,088 based on the stock and transfer book
of the Company:

Title Of Name, Address Of Name Of Beneficial Citizenship No. Of Percentage


Class Record Owner And Owner And Shares
Relationship With Relationship With Held
Issuer Record Owner
Common PCD Nominee Corp. PCD Nominee Corp. Filipino 268,912,800 26.41%
(Filipino) is the record owner

G/F Makati Stock


Exchange Bldg., 6767
Ayala Avenue, Makati
City

Stockholder
Common Earthright Holdings, Earthright Holdings, Filipino 250,000,000 24.55%
Inc. Inc. is the record
Unit 3C, Valuepoint owner
Executive Building, 227
Salcedo St. Legazpi
Village, Makati City

Stockholder
Common PCD Nominee Corp. PCD Nominee Corp. Foreign 237,306,479 23.30%
(Foreign) is the record owner
G/F Makati Stock
Exchange Bldg., 6767
Ayala Avenue, Makati
City

Stockholder
Common Greenergy Holdings Greenergy Holdings Filipino 85,990,533 8.44%
Inc. Inc. is the record
54 National Road, owner
Dampol II-A, Pulilan,
Bulacan

Stockholder
Common ALCIONE FAMILY Alcione family Office Japanese 53,097,796 5.21%
OFFICE SERVICES Services Co., Ltd. is
CO., LTD. the record owner
2-3-1, Atago, Minato-
ku, Tokyo

Stockholder

As of 31 December 2019, the following are the beneficial owners of more than five percent (5%) of the
outstanding capital stock under the PCD Nominee Corp:

Common Greenergy Holdings, PCD Nominee Corp. Filipino 85,990,533 8.44%


Inc. (Filipino) is the
54 National Road, record owner
Dampol II-A, Pulilan,
Bulacan Eagle Equities Inc. is
the beneficial owner
Stockholder of 82,395,750 and
Nieves Securities
Inc. is the beneficial
owner of
12,706,896.

[for Greenergy
Holdings, Inc.]

Common Earthright Holdings, PCD Nominee Corp. Filipino 250,000,000 24.55%


Inc.4 (Filipino) is the
Unit 3C, Valuepoint record owner
Executive Building, 227
Salcedo St. Legazpi Eagle Equities Inc. is
Village, Makati City the beneficial owner
of 47,795,750 and
Stockholder AB Capital
Securities Inc. is the
beneficial owner of
29,170,800.

[for Earthright
Holdings, Inc.]

4
The shares held by Earthright Holdings, Inc. in the Company shall be voted or disposed by the person who shall be duly authorized
by the record owner (Earthright) for the purpose. The natural person that has the power to vote on the shares of Earthright shall be
determined upon the submission of its proxy to the Company, which, under the by-laws of the Company, must be submitted before
the time set for the meeting.
Common PCD Nominee Corp. PCD Nominee Corp. Dutch 104,354,188 10.25%
(Foreign)5 (Foreign) is the
G/F Makati Stock record owner
Exchange Bldg., 6767
Ayala Avenue, Makati Eagle Equities Inc. is
City the beneficial owner.

Stockholder [for Vikings Asia


Agriventures BV]

2. Security Ownership of Management

As of 31 December 2019, the following are the security ownership of the directors and principal officers of
the Company:

Title Of Name Of Beneficial Owner; Amount And Nature Of Citizenshi Percentage


Class Relationship With Issuer Beneficial Ownership p
(Direct & Indirect)
Common Antonio L. Tiu 30,032,388
2.95%
Chairman, CEO and President (Direct)
Filipino
537,672,6416
52.80%
(Indirect)
Common Chung Ming Yang 1,566,200 Chinese
0.15%
Director (Direct) ROC
Common Kenneth S. Tan
1,000 Less than
Director, Chief Financial Officer Filipino
(Indirect) 0.01%
and Treasurer
Common Senen L. Matoto 1 Less than
Filipino
Director, (Indirect) 0.01%
Common Martin C. Subido 342,202 0.03%
Filipino
Director (Indirect)
Common Antonio Peter R. Galvez 1 Less than
Filipino
Director (Direct) 0.01%
Common Luis Rey I. Velasco
1
Director Less than
(Direct) Filipino
0.01%
Common Ciara Mae Lim 1
Director (Direct)
Less than
59,999 Filipino
0.01%
(Indirect)
Common Mark Norman A. Maca
1
Independent Director Less than
(Direct) Filipino
0.01%
Common Gloriosa Y. Sze
1
Independent Director Less than
(Direct) Filipino
0.01%
Common Maximillian Chua
1
Independent Director Less than
(Direct) Filipino
0.01%
Common Maricris Connie B. Pua 0 Filipino 0

5
PCD Nominee Corporation is a wholly-owned subsidiary of Philippine Central Depository, Inc. (“PCD”). The beneficial owners of such
shares registered under the name of PCD Nominee Corporation are PCD’s participants who hold the shares in their own behalf or in
behalf of their clients. The PCD is prohibited from voting these shares; instead the participants have the power to decide how the PCD
shares in the Company are to be voted.

The natural person that has the power to vote on the shares of Vikings Asia Agriventures BV shall be determined upon the submission
of its proxy to the Company, which, under the by-laws of the Company, must be submitted before the time set for the meeting.
6
Mr. Antonio L. Tiu indirectly holds 326,966,550 shares thru Earthright, Holdings, Inc.; 181,093,179 thru Greenergy Holdings, Inc.;
29,612,912 thru PCD Nominee
Corporate Secretary
Common Glene G. Suyo
0 Filipino 0
Compliance Officer

The total security ownership of the directors and principal officers of the Company as a group as of 31st of
December 2020 is 569,675,637 common shares which is equivalent to 55.945% of the outstanding capital
stock of the Company.

3. Voting Trust Holders of 5% or More

There are no persons holding 5% or more of a class under a voting trust or similar arrangement.

4. Changes in Control

The Company is not aware of any change in control or any arrangement that may result in a change in
control of the Company.

5. Level of Public Float

As of 31 December 2019, there are 1,018,274,088 issued and outstanding shares.

As of 31 December 2019, the public ownership percentage of the Company is 32.76%. The required
minimum public ownership percentage is 10%.

As of 31 December 2018, the number of foreign-owned shares is 320,524,909. The foreign ownership level
is 31.477%. The foreign-ownership limit of the Company is 40%.

Item 12. Certain Relationships and Related Transactions

The Company’s policy with respect to related party transactions is to ensure that these transactions are
entered into on terms comparable to those available from unrelated third parties.

See Note 20 (Related Party Transactions) of the Notes to the 2018 Audited Financial Statements.

PART IV – CORPORATE GOVERNANCE

Item 13. Corporate Governance

To measure or determine the level of compliance of the Board of Directors and top-level management with
its Manual on Corporate Governance (the “Manual”), the Company shall establish an evaluation system
composed of the following:

 Self-assessment system to be done by Management;


 Yearly certification of the Compliance Officer on the extent of the Company’s compliance to the
Manual;
 Regular committee report to the Board of Directors; and
 Independent audit mechanism wherein an audit committee, composed of three (3) members of the
Board, regularly meets to discuss and evaluate the financial statements before submission to the
Board, reviews results of internal and external audits to ensure compliance with accounting
standards, tax, legal and other regulatory requirements.

To ensure compliance with the adopted practices and principles on good corporate governance, the
Company has designated a Compliance Officer. The Compliance Officer shall: (i) monitor compliance with
the provisions and requirements of the Manual; (ii) perform evaluation to examine the Company’s level of
compliance; and (iii) determine violations of the Manual and recommend penalties for violations thereof for
further review and approval by the Board of Directors.

Aside from this, the Company has an established plan of compliance which forms part of the Manual. The
plan enumerates the following means to ensure full compliance:
 Establishing the specific duties, responsibilities and functions of the Board of Directors;
 Constituting committees by the Board and identifying each committee’s functions;
 Establishing the role of the Corporate Secretary;
 Establishing the role of the external and internal auditors; and
 Instituting penalties in case of violation of any of the provisions of the Manual.

The Company will be submitting its Integrated Annual Corporate Governance Report (I-ACGR) pursuant to
SEC Memorandum Circular No. 15, series of 2017, and PSE Circular No. 2017-0079 on or before 30 May
2018. The IACGR will supplement this portion of the Annual Report.

PART V - EXHIBITS AND SCHEDULES

Item 14. Exhibits and Reports on SEC Form 17-C

a. SEC Form 17-C dated 28 June 2019

The results of the Annual Shareholders Meeting and Matters approved during the Annual
Shareholders’ Meeting on 28 June 2019:

The following were appointed as the members of the Board of Directors of the Company during the
Annual Meeting of Shareholders:

1. Antonio L. Tiu
2. Yang Chung Ming
3. Atty. Martin C. Subido
4. Kenneth S. Tan
5. Senen L. Matoto
6. Antonio Peter R. Galvez
7. Ciara Mae Ong-Lim
8. Luis Rey I. Velasco
9. Atty. Gloriosa Y Sze (Independent Director)
10. Atty. Maximilian Chua (Independent Director)
11. Mark Norman A. Maca (Independent Director)

The following were appointed as officers of the Company at the Organizational Meeting of the Board
of Directors:

NAME POSITION
Antonio L. Tiu Chairman of the Board
Antonio L. Tiu Chief Executive Officer &
President

Kenneth S. Tan Chief Financial Officer & Treasurer

Atty. Maricris Connie B. Pua Corporate Secretary

Glene G. Suyo Compliance Officer &


Information Officer”

The following were appointed as members of the Committees at the Organizational Meeting of the
Board of Directors:

Executive Committee i. Antonio L. Tiu -Chairman


ii. Kenneth S. Tan -Vice Chairman
iii. Senen L. Matoto -Member
iv. Glene G. Suyo -Member
v. Atty. Maricris Connie B. Pua -Member

Audit Committee i. Atty. Gloriosa Y. Sze -Chairman


ii. Antonio L. Tiu -Member
iii. Mark Norman A. Maca -Member

Nomination Committee i. Mark Norman A. Maca -Chairman


ii.Antonio Peter R. Galvez -Member
iii. Atty. Maximilian Chua -Member

Corporate Governance & i. Atty. Maximilian Chua -Chairman


Compensation ii.Ciara Mae O. Lim -Member
Committee iii Atty. Gloriosa Y. Sze -Member

Item 9. Other Items

The following, among others, have been approved, ratified and confirmed by the Shareholders:

1. Minutes of the Annual Meeting of the Shareholders held last 19 July 2018
2. Ratification of all acts and resolutions of the Board of Directors and Management adopted
during the preceding year
3. Annual Report and Financial Statements for the year ended 31 December 2018
4. Delegation of the appointment of External Auditor for the year 2019 to the Audit Committee
5. Application for Listing in Foreign Exchange and Creation of Global Depositary Receipts
6. Authority to Expand Business Operations in Australia
7. Authority to Enter into Joint Venture Agreements to Pursue Agricultural Development Projects
8. Amendment of the Terms and Conditions of the Stock Rights Offering

The amendment pertains to the entitlement ratio from 1:2:5 to 1:5, with every existing
shareholder of 5 shares shall be entitled to 1 Stock Rights Share, with the offer price of Php
1.00 (par value).
9. Issuance and Listing of up to 21,536,000 common shares of AgriNurture, Inc. in favor of Mr.
Chaohua Xia at issue value of Php 18.16 for a total consideration of Php 391,093,760.00 as
approved by the Board on 28 December 2018.
10. Issuance and listing of up to 6,030,000 common shares of AgriNurture, Inc. in favor of Mr.
Jieching Li at issue value of Php 18.16 for a total consideration of Php 109,504,800.00 as
approved by the Board on 28 December 2018.

b. SEC Form 17-C dated 22 August 2019

Item 9. Other Items

Matters approved during the Regular Meeting of the Board of Directors of Agrinurture, Inc. on 22
August 2019:

AgriNurture, Inc. (the “Company”) wishes to inform the investing public that it received advice
today that Vikings Asia Agri Ventures BV (formerly “Solveigh Philippines Agri Investments BV”)
has sold through block sale Fifty Million (50,000,000) ANI Shares at the price of Thirteen Pesos
642/100 (Php 13.642) per share for a total of Six Hundred Eighty Two Million One Hundred
Thousand Pesos (Php 682,100,000.00).

c. SEC Form 17-C dated 11 October 2019

Item 5. Legal Proceedings

Matters approved during the Regular Meeting of the Board of Directors of Agrinurture, Inc. on 11
October 2019:
On 11 October 2019, M2000 Imex Company, Inc. (“IMEX) files with the Office of the City
Prosecutor of Makati City its Complaint- Affidavit for Estafa under Article 315 Paragraph 2(a) of
the Revised Penal Code and docketed as NPS Docket No. 19J4474 against Emmanuel V.
Dueñas, Lynette L. Tumambing, Emmanuel C. Dueñas, Alfredo Santos Joaquin, Hilario B.
Paredes, Fernando S. Valte III, Edgardo L. Limon, Daniel Ibasco, Florencia S. Tarriela, Carlos
Salinas, Maria Christina S. Manzano, Gerardo Borromeo, and Helen L. Arce (collectively, the
“Respondents”), at the time relevant to the Complaint, for falsely representing to possess
business or imaginary transactions to IMEX, receiving personal property therefor, and as
directors of Tolman at the time relevant to the Complaint, willfully and knowingly assenting to
such patently unlawful acts, resulting in IMEX’s prejudice.

d. SEC Form 17-C dated 10 December 2019

Matters approved during the Regular Meeting of the Board of Directors of Agrinurture, Inc. on 10
December 2019:

AgriNurture, Inc. (the “Company”) wishes to inform the investing public that pursuant to the
authority of the Board of Directors granted on 25 October 2018 to create Global Depositary
Receipts, the Company received confirmation that the AgriNurture’s Level I Depositary Receipts
(DR) program becomes effective 9 December 9. 2019 (USA time), hence 10 December 2019
in Philippine time.

AgriNurture, Inc’s. DR program has the following information:

DR Name : AgriNurture
Effective Date : December 9, 2019
Country of Incorporation : Philippines
Exchange : OTC
Type of ADR Program : Sponsored – Level I
Ticker Symbol : ANURY
CUSIP Number : 00856M205
Ratio (DR:ORD) : 1:10
Underlying Share Description : Common
Industry Classification : Food Producers
Custodian(s) : Hong Kong and Shanghai Banking Corp. (PH)

Further, additional information is posted in this link https://www.adrbnymellon.com/directory/dr-


directory. The Bank of New York Mellon is the Company’s Depositary of the DR Program.

e. SEC Form 17-C dated 20 December 2019

Item 9. Other Items

In a meeting of the Board of Directors of AgriNurture, Inc. (the “Company”) held on 20 December 2019,
the Board of Directors of the Company approved, adopted and/or ratified among others:

1. APPROVAL OF THE AUTHORITY TO NEGOTIATE AND ENTER INTO JOINT VENTURE OR


ANY SIMILAR ARRANGEMENT WITH THE DEPARTMENT OF JUSTICE THROUGH THE
BUREAU OF CORRECTIONS FOR THE DEVELOPMENT OF AT LEAST 2,000 HECTARES
OF INTEGRATED AGRI-TOURISM CORN PLANTATION IN PALAWAN
2. APPROVAL OF THE AUTHORITY TO NEGOTIATE AND ACQUIRE INTERESTS IN
NUTRICEUTICAL FOOD CORPORATION
3. ISSUANCE AND LISTING OF UP TO 6,172,800 PRIMARY SHARES IN FAVOR OF PLENTEX
PHILIPPINES, INC.
4. APPROVAL OF THE AUTHORITY TO DIVEST INTEREST IN FIRST CLASS AGRICULTURE
CORPORATION
5. APPROVAL OF THE CHANGE IN THE NUMBER OF UNDERLYING COMMON SHARES IN
THE CORPORATION’S DEPOSITARY RECEIPTS PROGRAM
6. APPROVAL OF THE AUTHORITY TO DIVEST INTEREST IN LUCKY FRUIT AND
VEGETABLE PRODUCTS, INC.

f. SEC Form 17-C dated 24 February 2020

Item 9. Other Items

In a meeting of the Board of Directors of AgriNurture, Inc. (the “Company”) held 24 February 2020, the
Board of Directors of the Company approved, adopted and/or ratified among others:

1. APPROVAL OF THE AUTHORITY TO SUBMIT UNSOLICITED PROPOSALS TO THE


DEPARTMENT OF AGRICULTURE (DA) AND NATIONAL FOOD AUTHORITY (NFA)

The Board has authorized the Corporation to submit unsolicited proposal to the
Department of Agriculture (DA) and National Food Authority (NFA). The
proposals are in relation to the Rice and Corn Project of the DA. ANI seeks to
form a partnership with the DA to partake in the project. Likewise, ANI seeks to
introduce the Rice and Corn Blend to the NFA as alternative staple food.

1. APPROVAL OF THE ACCEPTANCE OF THE INTENT OF VNESTO CAPITAL TO FINANCE


THE AgriNurture, Inc. EXPANSION PROGRAM

The Board has approved to ACCEPT the Letter of Intent (“LOI”) of Vnesto Capital to finance the
expansion project of AgriNurture, Inc. Under the LOI, AgriNurture, Inc. was eligible to avail of
up to $100,000,000.00 USD of long term financing. The financing shall be a long term loan with
interest pegged at t-bill + 3%.

After acceptance of the LOI, the formal application process shall commence.

2. AUTHORITY TO ENTER INTO CONTRACT WITH ABACUS CAPITAL AND INVESTMENT


CORPORATION

The Board has approved the authority for the Corporation to enter into contract with Abacus
Capital and Investment Corporation to act as underwriter and Financial Advisor of the
Corporation for the undertaking of the Stock Rights Offering and issuance and listing of
Warrants.

3. AUTHORITY TO SUBSCRIBE SHARES IN BINANGONAN RURAL BANK, INC.

The Board has approved the authority of the Corporation to subscribe shares of Binangongan
Rural Bank, Inc. The subscription is in line with the inclusive growth thru the establishment of an
agricultural ecosystem being envisioned by ANI. BRB has licensed Financial Technology
Platforms that can improve the access of Filipino farmers especially those in the remote areas,
to the Agri Agra Micro Financing.

4. APPROVAL OF THE CONDUCT OF STOCK SPLIT AND RECLASSIFICATION OF SHARES

The Board has approved the undertaking of a stock split at the ratio of 1:10 shares by decreasing
the par value of the shares from One Peso (Php 1.00) to Ten Centavos (Php 0.10). The stock
split is intended to increase the number of shares of the Company that will give more trading
opportunities to the shareholders and investors.

The Board has likewise approved the reclassification of Forty Million (40,000,000) unissued
common shares with par value of One Peso (Php 1.00) per share or an aggregate par value of
Forty Million Pesos (Php40,000,000.00) to 400,000,000 voting preferred shares with par value
of Ten Centavos (Php 0.10) per share or an aggregate par value of Forty Million Pesos (Php
40,000,000.00).
g. SEC Form 17-C dated 24 February 2020

Item 9. Other Items

In compliance with the Notice of the Securities and Exchange Commission issued on 12 March 2020,
we would like to inform the investing public that AgriNurture, Inc. (the “Company”) has implemented the
following preventive measures and adjustment in operations to mitigate the risks of the novel Corona
Virus disease (“COVID 19):

1. Flexible work arrangements and skeletal workforce are adopted starting 16 March 2020.
2. Guidelines on precautionary measures at the workplace (e.g., temperature check at the
entrance of company premises, social distancing, cleaning of work areas, frequent and
proper handwashing, etc.) were circulated and being implemented strictly in the offices
and production areas.
3. Compliance with the community quarantine imposed by different Local Government Units
and National Agencies for employees living outside Metro Manila.
4. Drivers and helpers during deliveries will be restricted inside their respective trucks.
5. All non-essential domestic and foreign travels are cancelled.
6. Reassignment and/or relocation of production personnel in warehouses and areas of
assignments to reduce mobility.
7. Production hubs in Cavite and Metro Manila will be set up to reduce logistics and mobility
during effectivity of the Community Quarantine.
8. The Big Chill outlets shall be utilized as pick up points of food items including fresh fruits
and vegetables ordered through online application.
9. The Big Chill, Inc. will set up auto vendo machines to offer healthy beverages without
human contact.
10. The Company’s export activities shall be business as usual subject to the restrictions of
countries of destination.
11. Pursuant to existing protocols of the Department of Health and the Department of Labor
and Employment, employees are advised to undergo home quarantine should they have
fever with one or more of the symptoms of COVID-19. Also, employees who will be
exposed to persons that are confirmed to have contracted the COVID-19 virus shall
undergo a fourteen (14)-day self-quarantine period.

The Company will continue to closely monitor and comply with the applicable guidelines and measures
issued by the national and local government to mitigate the risks and impact of COVID-19 to the Company’s
business operations.

h. SEC Form 17-C dated 17 May 2020

Item 9.

In the meeting of the Board of Directors of Agrinurture, Inc. (the “Company”) held today, the following matters
were approved, confirmed and/or ratified, among others:

1. postponement of the Annual Stockholders' Meeting from Third Monday of May (18 May 2020), as
provided in the By- Laws, to 30 June 2020, with a record date of 29 May 2020. The postponement
is to enable the Company to prepare for additional matters and materials which may have to be
presented to the stockholders; and
2. re-appointment of Constantino and Partners (formerly, Constantino, Guadalquiver & Co.) as the
independent external auditor of the Company for the fiscal year 2019 pursuant to the authority
delegated to the Audit Committee during the Annual Stockholders’ Meeting of the Company held
last 28 June 2019.

i. SEC Form 17-C dated 05 June 2020

Item 9.
1. Postponement of the Annual Stockholders' Meeting from 30 June 2020 as approved by the Board on
17 May 2020 to 14 August 2020 with a record date of 15 July 2020. The Company is still awaiting
the release of its Audited Financial Statements for the year ended 31 December 2019. Further, this
will give the Company sufficient time to prepare additional matters and materials which may have to
be presented to the stockholders for approval.

j. SEC Form 17-C dated 09 June 2020

Item 9.

AgriNurture, Inc. (the “Company”) wishes to inform the Securities and Exchange Commission (the
“Commission”) that the Philippine Stock Exchange (the “Exchange”) has imposed a penalty of Five Million
Pesos (Php 5,000,000.00) against the Company for violation of Article IV Section 1 of the Revised Trading
Rules and Clauses 1, 2 and 13 of the Listing Agreement and Article V, Part A, Section 7 of the PSE Listing
Rules with respect to the 76,611,750 Private Placement Shares subscribed to and subsequently disposed
of by Earthright Holdings, Inc.

The Company was given twenty business (20) days from 4 June 2020 to pay the penalty.
AGRINURTURE, INC.
2019 SUSTAIBAILITY REPORT

CONTEXTUAL INFORMATION

Company Details
Name of Organization Agrinurtrure, Inc. (“ANI”)
Location of Headquarters 54 National Road, Dampol II-A, Pulilan, Bulacan
Location of Operations GHI and its subsidiaries conduct businesses in
the Philippines particularly in Metro Manila and
Bulacan.
Report Boundaries: Legal entities (e.g. This report covers ANI and the following
subsidiaries) included in this report* operating subsidiaries:

a. M2000 IMEX Company, Inc.


b. First Class Agriculture Corporation
c. Fresh and Green Harvest Agricultural
Corporation
d. Lucky Fruit and Vegetable Products, Inc.
e. Best Choice Harvest Agricultural
Corporation
f. Fresh & Green Palawan Agriventures,
Inc.
g. Ocean Biochemistry Technology
Research, Inc.
h. Fruitilicious Company, Inc.
i. Farmville Farming Co., Inc.

Data from ANI and the subsidiaries for the


calendar year 2019 are consolidated where they
are applicable and available. Data collection have
been limited. Hence, the boundaries are further
specified per disclosure.
Business Model, Including Primary Activities, ANI and its subsidiaries are engaged in the
Brands, Products, and Services business of manufacturing, producing, growing,
buying, selling, distributing, marketing, at
wholesale or retail, insofar as may be permitted
by law, all kinds of goods, commodities, wares
and merchandise of every kind and description,
including but not limited to food and agricultural
products; to enter into all kinds of contracts for the
export, import, purchase, acquisition, sale at
wholesale or retail.
Reporting Period 1 January 2019 to 31 December 2019
Highest Ranking Person responsible for this Kenneth S. Tan
report Treasurer and CFO
Investor Relations

Glene G. Suyo
Corporate Information and Compliance Officer

1
MATERIALITY PROCESS

Focus group discussions were conducted in order to initiate the materiality assessment in defining the
scope and the discussions in the Sustainability Report.

The participants were composed of those capable of representing the companies as well as its
stakeholders. The objective is to identify the salient aspects of ANI and its subsidiaries’ (collectively,
the “Group”) operations that have the most impact to its economic, social, and environmental
performances.

The participants identified the key areas that are materially relevant in order for the Group to achieve
long-term sustainable operations.

The following are the material indicators, significantly influencing the actions and decisions of the
stakeholders:

a. energy consumption;
b. waste management;
c. Economic, Social, and Governance (“ESG”) risk management;
d. community relations/Impacts on local communities;
e. plastic use management;
f. greenhouse gas emission;
g. habitat protection/biodiversity;
h. labor conditions/employee welfare;
i. employee health and safety;
j. employee skills and competency;
k. regulatory requirements/compliance;
l. guest experience/satisfaction;
m. food safety;
n. data privacy/customer privacy; and
o. ESG strategy for suppliers.

The Group recognizes that the above indicators shall affect the stakeholders if effectively or poorly
implemented.

The following are the actions prepared by management to address the risks and the foregoing material
aspects, to wit:

a. Continued discussion, identification and out of office exposure of identified individuals to


possible risks;
b. After identification, analysis of possible risks and preparation of courses of action;
c. Training and continued education of management and personnel to be prepared to address the
risks identified.
d. Continued monitoring of effective implementation of courses of action.

These voluntary selected goals will be subject for reassessment by top management in the year 2020.

2
ECONOMIC

Economic Performance
Direct economic value generated and distributed
Disclosure Amount Units
Direct economic value generated (revenue) 4,535,605,953.00 PhP
Direct economic value distributed: PhP
a. Operating costs 3,714,914,767.00 PhP
b. Employee wages and benefits 100,903,640.00 PhP
c. Payment to suppliers and other operating costs 328,421,933.00 PhP
d. Dividends given to stockholders and interest 0 PhP
payments to loan providers
e. Taxes given to government 262,625,184.00 PhP
f. Investments to community (e.g. donations, CSR) 450,000.00 PhP
1
What is the impact and where does it Which stakeholders Management approach
occur? What is the organization’s are affected
involvement in the impact?
There is a direct impact to the Group’s Employees, The Group’s Management has
sales and over-all operations. The Suppliers, and the adopted the following approach:
Gross revenue is deducted with Government
expenses distributed through a. set revenue targets on a month to
payment to suppliers and service month basis;
providers, salaries/wages and
benefits, and taxes due to the b. evaluate cost centers and its
government, among others. attributes versus the sales
generated;

c. continuously identify and quantify


risks related to the policies and
action plans; and

d. regularly track results against


targets and constantly improve
projected results.

e. Adopt cost efficient measures in


manufacturing and production
What are the risk(s) identified? Which stakeholders Management approach
are affected?
Changes in government policies, Customers, The Group ensures strict
laws, rules and regulations and Employees, compliance with all government and
political climate, may affect the Suppliers, and the institutional regulations, by
business operations as well as the Government monitoring protocols and updating
extent and capability of the Group to submissions based on recent
acquire, maximize, and operate their issuances.
assets.

What are the opportunity(ies) Which stakeholders Management approach


identified? are affected?
This presents an opportunity for the Customers, The Group is doing regular weekly
Group to identify areas of Employees, management meeting to discuss
improvements in operations and Suppliers, the operations that includes best
avenues to increase the market base Government, and practices to be shared with other
and sales. Shareholders members workforce and problem
areas to have a more
comprehensive approach in its
mitigation and total elimination.

3
Climate-related risks and opportunities
Governance

Disclose the organization’s governance around climate-related risks and opportunities


a. Describe the board’s The Board of Directors of the Group currently do not have
oversight of climate-related defined policy on its oversight function relative to climate-
risks and opportunities related risks and opportunities. However, the Group will
have the adoption of a policy relative thereto a priority.

b. Describe the management’s The management through its operating units during the
role in assessing and weekly meetings are able to identify and assess the impact
managing climate-related of climate-related risks and is currently formulating policies
risks and opportunities and protocols to address this.
Strategy

Disclose the actual and potential impacts of climate-related risks and opportunities on the
organization’s businesses, strategy, and financial planning where such information is material
a. Describe the climate-related The Group’s operation is somewhat dependent on the
risks and opportunities that produce of the agriculture sector. Evidently, one of the
the organization has mostly affected sector of the climate change related risk is
identified over its short, the farming and plantation industry.
medium, and long terms

b. Describe the impact of Storms, droughts and other natural calamities bolstered by
climate-related risks and the climate change affect the agricultural industry resulting
opportunities on the to shortage in supply for local consumption and export. It
organization’s businesses, entail increased costs and means evident loss of income
strategy, and financial opportunity.
planning
c. Describe the resilience of the The management does not maintain a supplier only from a
organization’s strategy, specific area and intends to expand its contract farming to
taking into consideration, various areas in the country to ensure supply viability. Other
different climate-related measures are being explored to address additional risks
scenarios including a 2 °C or related to climate change.
lower scenario
Risk Management

Disclose how the organization identifies, assesses, and manages climate-related risks
a. Describe the organization’s The Group includes the discussion of climate change related
processes for identifying and risks during its weekly management meetings
assessing climate-related
risks
b. Describe the organization’s Each operating unit is expected to submit actions taken or
processes for managing proposed actions to be taken on the following scheduled
climate-related risks meeting.
c. Describe how processes for The Group assesses the effectivity and the sustainability of
identifying, assessing, and the actions taken and proposals and after evaluation of its
managing climate-related success, the same is included in the policies or protocols.
risks are integrated into the
organization’s overall risk
management
Metrics and Targets

Disclose the metrics and targets used to assess and manage relevant climate-related risks and
opportunities where such information is material
a. Disclose the metrics used by The Group currently has no defined metrics to assess
the organization to assess climate-related risks and opportunities. This will be properly
climate-related risks and identified and documented in subsequent meetings.
opportunities in line with its

4
strategy and risk
management process
b. Describe the targets used by The Group currently has no defined targets. However, target
the organization to manage outputs as affected by the climate change related risks are
climate-related risks and currently being used in the assessment.
opportunities and
performance against targets

Procurement Practices
Proportion of spending on local suppliers
Disclosure Quantity Units
Percentage of procurement budget
used for significant locations of 95% %
operations that is spent* on local
suppliers
* Based on issued purchase orders from vendors/suppliers for the year

What is the impact and where does it Which stakeholders are Management approach
occur? What is the organization’s affected
involvement in the impact?
As the Group leans on the agricultural Suppliers/Service The Group applies
industry, sourcing almost all of its raw Providers that are mostly conventional business
materials from local sources, in the agricultural sector measures in monitoring and
achieves the Group’s goals of controlling procurement of
furthering the cause of local farmers, supplies.
introducing the Philippine produce to
the international market and provide
healthy alternative to the community.

What are the Risk(s) identified? Which stakeholders are Management approach
affected?
Poor quality of some supplies and Suppliers/Service Close monitoring and control of
services and delay in delivery Providers procurement practices.
What are Opportunity(ies) identified? Which stakeholders are Management approach
affected?
Identification of quality but cost Suppliers, Community, Close monitoring and control of
efficient supplies. and the Shareholders procurement practices

Anti-corruption
Training on anti-corruption policies and procedures
Disclosure Quantity Units
Percentage of employees to whom 100
the organization’s anti-corruption on
%
policies and procedures have been
communicated to
Percentage of business partners to 60
whom the organization’s anti-
%
corruption policies and procedures
have been communicated to
Percentage of directors and 30
management that have received anti- %
corruption training
Percentage of employees that have 20
%
received anti-corruption training

What is the impact and where does it Which stakeholders are Management approach
occur? What is the organization’s affected
involvement in the impact?

5
Anti-corruption practices have direct Employees, Suppliers, The Group is committed to
impact to the Group’s business and Government ensure compliance with
operations, relationship in the applicable laws, rules and
workplace and supply chain. The regulations on anti-corruption
Group takes initiative to prevent and anti-bribery, among others;
incidents of corruption by carefully as well as adherence to
selecting its suppliers and ensuring standards of conduct to prevent
that its employees conduct business the offer or receipt of gifts or
on a sound, fair and prudent manner. other advantages that may
induce dishonest, improper or
The Group regroups its employees in illegal conduct, or which may
charge of procurement to ensure that create an actual or potential
familiarity will be avoided conflict of interest.

What are the Risk(s) identified? Which stakeholders are Management approach
affected?
Any incidence of corruption could Employees, Suppliers, The Group does not condone
pose a reputational risk to the Group. Shareholders and any dishonest, unethical, or
Government unprofessional behavior and
Any form of corruption may likewise actions displayed by an
result to substandard supply. employee, officer or director,
regardless of his/her level of
authority.

The Group has an anti-


corruption policy in place to
ensure that it is the
responsibility of each
employee, officer and director
to report legitimate concerns so
that issues can be properly
investigated or resolved and
corrective measures can be
instituted.
What are Opportunity(ies) identified? Which stakeholders are Management approach
affected?
This presents an opportunity to Employees, Suppliers, The Group shall ensure strict
evaluate the capabilities and moral and Government adherence in its Anti-Corruption
soundness of the members of the policy.
organization and to assess the
strength and weaknesses the Group’s
procurement process in order to be
compliant with the relevant laws. Anti-
corruption practices also boost the
morale of employees.

Incidents of Corruption
Disclosure Quantity Units
Number of incidents in which the 0
board of directors were removed or #
disciplined for corruption
Number of incidents in which 10
employees were dismissed or #
disciplined for corruption
Number of incidents when contracts 0
with business partners were
#
terminated due to incidents of
corruption

6
What is the impact and where does it Which stakeholders are Management approach
occur? What is the organization’s affected
involvement in the impact?
Corruption could compromise the Employees, Suppliers, The Group shall ensure strict
Group’s business operations, Stockholders, and adherence in its Anti-Corruption
relationship in the workplace, and Government policy.
reputation.
The policy shall likewise be
timely reviewed in compliance
with existing laws, rules and
regulations
What are the Risk(s) identified? Which stakeholders are Management approach
affected?
Any incidence of corruption could Employees, Suppliers, The Group does not condone
pose a reputational risk to the Group. Shareholders, and any dishonest, unethical, or
This likewise results to substandard Government unprofessional behavior and
supplies. actions displayed by an
employee, officer or director,
regardless of his/her level of
authority.

The Group has an anti-


corruption policy in place to
ensure that it is the
responsibility of each
employee, officer and director
to report legitimate concerns so
that issues can be properly
investigated or resolved and
corrective measures can be
instituted.
What are Opportunity(ies) identified? Which stakeholders are Management approach
affected?
This presents an opportunity to Employees, Suppliers, The Group shall ensure strict
evaluate the capabilities and moral Stockholders, and adherence in its Anti-Corruption
soundness of the members of the Government policy.
organization and to assess the
strength and weaknesses the Group’s
procurement process in order to be
compliant with the relevant laws. Anti-
corruption practices also boost the
morale of employees.

7
ENVIRONMENT

Resource Management
Energy consumption within the organization
Disclosure Quantity Units
Energy consumption (renewable sources) 0 GJ
Energy consumption (gasoline) No sufficient data as of GJ
this time can be provided
but the Group is working
to gather the information
for future reports.

Energy consumption (LPG) 400 per month kilograms


Energy consumption (diesel) 1000 per month liters

Energy consumption (electricity) 29,040 per month kWh

Reduction of energy consumption


Disclosure Quantity Units
Energy consumption (gasoline) No sufficient data can be GJ
provided at present but
the Group is working to
gather the information for
future reports.
Energy consumption (LPG) No sufficient data can be GJ
provided at present but
the Group is working to
gather the information for
future reports.
Energy consumption (diesel) No sufficient data can be GJ
provided at present but
the Group is working to
gather the information for
future reports.
Energy consumption (electricity) 7.5 per month kWh

What is the impact and Which stakeholders are Management Approach


where does it occur? What is affected?
the organization’s
involvement in the impact?

The Group recognizes that the Employees, Shareholders and The Group will monitor its
use of electricity and other Suppliers energy efficiency and will find
fuels have an impact on the ways to minimize and/or
environment by emitting improve utilization of various
pollutants. energy sources.

What are the Risk/s Which stakeholders are Management Approach


identified? affected?
The Group’s dependence on Community, Shareholders and The Group will monitor its
fossil fuels makes it the Government energy efficiency and will find
contributory to the ways to minimize and/or
environmental footprints. improve utilization of various
energy sources.

What are the Opportunity/ies Which stakeholders are Management Approach


identified? affected?

8
This presents the Group an Community, Shareholders and The Group, shall come up with
opportunity to devise less fossil the Government. policies and protocols that are
fuel dependent means of responsive to good
operations and plan activities environmental practices.
to help reduce the footprints

Water consumption within the organization


Disclosure Quantity Units
Water withdrawal 15,000 per Cubic
production/15 days meters
Water consumption 24,000 per Cubic
production/15 days Meters

Water recycled and reused 2,000 per production/15 Cubic


days meters

What is the impact and Which stakeholders are Management Approach


where does it occur? What is affected?
the organization’s
involvement in the impact?

Water consumption impacts Employees, Shareholders and The Group will monitor its
the water supply of the Supplier. water consumption to ensure
community where the Group’s that conservation is in place
operation is located. and improve the
recycling/reusing protocols.
The Group’s operation impacts
the water supply level of the
community considering the
magnitude of its consumption.
What are the Risk/s Which stakeholders are Management Approach
identified? affected?
The Group recognizes the risk Employees, Shareholders, and The Group will monitor its
of possible water shortage due the Community. water consumption to ensure
to increased competing that conservation is in place
demand and drought brought and improve the
about by the climate change. recycling/reusing protocols.

What are the Opportunity/ies Which stakeholders are Management Approach


identified? affected?
The Group identified the Employees, Shareholders, and The Group will monitor its
following opportunities to the Community. water consumption to ensure
manage water risks: that conservation is in place
 Proper protocols in water and improve the
usage recycling/reusing protocols.
 Improve the protocols in
water recycling or re using

Materials used by the organization


Disclosure Quantity Units
Materials used by weight or volume
 Renewable 7.5 solar electricity KWH/liters
39,000 liters water
 Non-renewable 400 per month LPG kg/liters
1000 per month fuel

9
Percentage of recycle input materials used to 10 %
manufacture the organization’s primary products and
services

What is the impact and Which stakeholders are Management Approach


where does it occur? What is affected?
the organization’s
involvement in the impact?

The Group uses a considerable Community and the The Group will monitor its
amount of raw materials as it is Government material consumption to
engaged in manufacturing. ensure that conservation is in
place and improve the
recycling/reusing protocols.
What are the Risk/s Which stakeholders are Management Approach
identified? affected?
There is a risk of scarcity of Shareholders and Suppliers The Group will monitor its
materials used in the long run. material consumption to
ensure that conservation is in
place and improve the
recycling/reusing protocols.
What are the Opportunity/ies Which stakeholders are Management Approach
identified? affected?
There is an opportunity to Employees, Community and The Group will monitor its
incorporate the use of recycled Shareholders material consumption to
materials within the Group. ensure that conservation is in
place and improve the
recycling/reusing protocols.

Ecosystems and biodiversity (whether in upland/watershed or coastal/marine)


Disclosure Quantity Units
Operational sites owned, leased, managed in, or 0
adjacent to, protected areas and areas of high
biodiversity outside protected areas
Habitats protected or restored 0 Ha
IUCN1 Red List species and national conservation list 0
species with habitats in areas affected by operations

What is the impact and Which stakeholders are Management Approach


where does it occur? What is affected?
the organization’s
involvement in the impact?

Not Applicable Not Applicable Not Applicable

(The Group does not own or (The Group does not own or (The Group does not own or
lease any property that is lease any property that is lease any property that is
located in or is near a protected located in or is near a protected located in or is near a protected
area.) area.) area.)

What are the Risk/s Which stakeholders are Management Approach


identified? affected?
Not Applicable Not Applicable Not Applicable

(The Group does not own or (The Group does not own or (The Group does not own or
lease any property that is lease any property that is lease any property that is

1
International Union for Conservation of Nature.

10
located in or is near a protected located in or is near a protected located in or is near a protected
area.) area.) area.)

What are the Opportunity/ies Which stakeholders are Management Approach


identified? affected?
Not Applicable Not Applicable Not Applicable

(The Group does not own or (The Group does not own or (The Group does not own or
lease any property that is lease any property that is lease any property that is
located in or is near a protected located in or is near a protected located in or is near a protected
area.) area.) area.)

Environmental impact management


Air Emissions
GHG
Disclosure Quantity Units
Direct (Scope 1) GHG Emissions Mg/Ncm

CO2 concentration 4.1 Mg/Ncm

Oxygen Concentration 16.0 Mg/Ncm

Energy indirect (Scope 2) GHG Emissions Not applicable Tonnes


CO2e
Emissions of ozone-depleting substances 9ods0 Not applicable Tonnes

What is the impact and Which stakeholders are Management Approach


where does it occur? What is affected?
the organization’s
involvement in the impact?

The Group recognizes that the Employees, Community and The Group will monitor its
emissions caused by its Shareholders operation to ensure minimal
manufacturing operation are impacts and review protocols
pollutants leaves a as necessary.
considerable amount of
environmental footprint.
What are the Risk/s Which stakeholders are Management Approach
identified? affected?
The footprints may be Employees, Community and The Group will monitor its
considered as contributory to Shareholders operation to ensure minimal
environmental destruction and impacts and review protocols
climate change. as necessary.

What are the Opportunity/ies Which stakeholders are Management Approach


identified? affected?
This presents the Group an Employees, Community and The Group will monitor its
opportunity to reevaluate its Shareholders and other operation to ensure minimal
operational procedure to adapt emissions. impacts and review protocols
more environment friendly as necessary.
modes.

Air pollutants
Disclosure Quantity Units
NOx 35.57 Mg/Ncm
SOx 120.38 Mg/Ncm

11
Persistent organic pollutants (POPs) No sufficient data can be kg
provided at present but
the Group is working to
gather the information for
future reports.
Volatile organic compounds (VOCs) No sufficient data can be kg
provided at present but
the Group is working to
gather the information for
future reports.
Hazardous air pollutants (HAPs) 132.77 Mg/Ncm
Particulate matter (PM) 43.70 Mg/Ncm

What is the impact and Which stakeholders are Management Approach


where does it occur? What is affected?
the organization’s
involvement in the impact?

The business operations of the Community, Shareholders and The Group shall ensure
Group have negligible Employees compliance with existing
contribution to air pollutants. environmental laws and it shall
However, it recognizes that air continue to monitor its
pollution can affect the health operations to ensure
of its employees and the adherence to protocols
community it belongs to. complies with the standards to
minimize if not eradicate
detrimental effects to health
and the environment.
What are the Risk/s Which stakeholders are Management Approach
identified? affected?
The Group recognize that air Employees and the The Group shall ensure
pollution poses health risks to Community compliance with existing
its employees and the environmental laws and it shall
community. continue to monitor its
operations to ensure
adherence to protocols
complies with the standards to
minimize if not eradicate
detrimental effects to health
and the environment.
What are the Opportunity/ies Which stakeholders are Management Approach
identified? affected?
This presents the Group an Community, Customers and The Group complies with the
opportunity to reevaluate its Shareholders standards mandated by the
operational procedure to adapt Clean Air Act. Vehicles and
more environment friendly machineries used are regularly
modes. maintained and checked to
ensure there are no leakages
and potential air pollutants are
reduced to levels not
detrimental to health and the
environment.

12
Solid and Hazardous Wastes

Solid Waste
Disclosure Quantity Units
Total solid waste generated kg
 Reusable 20 per day kg
 Recyclable 100 weekly kg
 Composted 20 per day kg
 Incinerated Not Applicable kg
 Residuals/Landfilled Not Applicable kg

Hazardous Waste
Disclosure Quantity Units
Total weight of hazardous waste generated 50 every 6 months liters
Total weight of hazardous waste transported No sufficient data can be liters
provided at the present
but the Group are
working to gather the
information for future
reports.

What is the impact and Which stakeholders are Management Approach


where does it occur? What is affected?
the organization’s
involvement in the impact?

The Group’s generated Community, Shareholders. The Group observes proper


hazardous waste poses a great Government and Employees waste management in
impact in the community and compliance with relevant laws,
the environment if not properly rules and regulations where
handled. they operate.

What are the Risk/s Which stakeholders are Management Approach


identified? affected?
The Group recognizes that Shareholders, Employees, The Group observes proper
improper handling of Government and Community waste management in
hazardous waste will adversely compliance with relevant laws,
affect the community and the rules and regulations where
environment and will merit they operate.
applicable sanctions from
concerned government
agencies.

What are the Opportunity/ies Which stakeholders are Management Approach


identified? affected?
This presents the Group an Community, Government and The Group shall continue to
opportunity to reevaluate its Shareholders monitor and adapt applicable
operational procedure to adapt protocols to ensure compliance
more environment friendly with existing laws.
modes and to strengthen its
proper waste disposal
handling.

Effluents
Disclosure Quantity Units
Total volume of water discharges 15,000 Cubic
meters
Percent of wastewater recycled 13.33 %

13
What is the impact and Which stakeholders are Management Approach
where does it occur? What is affected?
the organization’s
involvement in the impact?

The Group recognizes that Community and Shareholders The Group will monitor its
effluents can cause water consumption to ensure
contamination not properly that conservation is in place
disposed. and improve the
recycling/reusing protocols.
What are the Risk/s Which stakeholders are Management Approach
identified? affected?
The Group recognizes that Community The Group will monitor its
improper handling of waste water consumption to ensure
water will adversely affect the that conservation is in place
community and the and improve the
environment and will merit recycling/reusing protocols.
applicable sanctions from
concerned government
agencies.

What are the Opportunity/ies Which stakeholders are Management Approach


identified? affected?
The Group identified the Shareholders and Community The Group will monitor its
following opportunities to water consumption to ensure
manage water risks: that conservation is in place
 Proper protocols in water and improve the
waste disposals recycling/reusing protocols and
 Improve the protocols in waste water handling.
water recycling or re using
 Ensure waste water
system is functional

Environmental compliance

Non-compliance with Environmental Laws and Regulations


Disclosure Quantity Units
Total amount of monetary fines for non-compliance with 0 PhP
environmental laws and/or regulations
No. of non-monetary sanctions for non-compliance with 0 #
environmental laws and/or regulations
No. of cases resolved through dispute resolution 0 #
mechanism

What is the impact and Which stakeholders are Management Approach


where does it occur? What is affected?
the organization’s
involvement in the impact?

Non-compliance with Community, Government and The Group shall monitor strict
environmental laws and/or Shareholders compliance with law, rules and
regulations can impact the regulations in place. Protocols
Group through monetary shall be reviewed timely to
penalties, sanctions, litigation ensure that it is adaptive to
and reputational risk. present situations.

14
What are the Risk/s Which stakeholders are Management Approach
identified? affected?
Non-compliance with Community and the The Group shall monitor strict
environmental laws and/or Government compliance with law, rules and
regulations could have regulations in place. Protocols
implications to the Group such shall be reviewed timely to
as monetary penalties, ensure that it is adaptive to
stoppage of operations and present situations.
other sanctions.

What are the Opportunity/ies Which stakeholders are Management Approach


identified? affected?
This presents the Group an Shareholders, Community the The Group shall monitor strict
opportunity to re evaluate its Government. compliance with law, rules and
existing protocols and regulations in place. Protocols
compliance. Further, this will shall be reviewed timely to
be an avenue for the Group to ensure that it is adaptive to
make concrete action plan in present situations.
mitigating the adverse Management shall likewise
environmental impacts. make strong involvement in
environmental conservation
activities.

SOCIAL

Employee Management
Employee Hiring and Benefits

Employee data
Disclosure Quantity Units
Total number of employees ANI-128 #
SUBS-74
a. Number of female employees ANI-43 #
SUBS-4
b. Number of male employees ANI-85 #
SUBS-70
Attrition rate ANI-35 rate
SUBS-3
Ratio of lowest paid employee against minimum wage 0 ratio

Employee benefits
List of Benefits Y/N % of female % of male employees
employees who who availed for the
availed for the year year

SSS Y 0 0
PhilHealth Y 0 0
Pag-ibig Y 0 0
Parental leaves Y 23% 11%
Vacation leaves Y 81.5% 79.5%
Sick leaves Y 93.4% 89.7%

15
Medical benefits (aside from Y 58.8% 42.6%
PhilHealth)
Housing assistance (aside from Pag- N - -
ibig)
Retirement fund (aside from SSS) N - -
Further education support N - -
Company stock options N - -
Telecommuting N - -
Flexible-working Hours N - -
(Others) N - -

What is the impact and where does it occur? Management Approach


What is the organization’s involvement in the
impact?

The Group recognizes the vital role of proper The Group strictly adheres to the labor
employee handling and what it contributes to the standards and policies set by the Department of
productivity of the company as a whole. Labor and Employment and other government
agencies, as minimum benchmarks in terms of its
work standards and employee relations.

What are the Risk/s Identified? Management Approach


The Group recognizes that improper employee The Group strictly adheres to the labor
management will result to low productivity, standards and policies set by the Department of
corruption and attrition. Labor and Employment and other government
agencies, as minimum benchmarks in terms of its
work standards and employee relations. Issues
relative to employee concerns are likewise
encouraged to be discussed during weekly
management meetings.
What are the Opportunity/ies Identified? Management Approach
This presents the Group with an opportunity to The Group shall re-evaluate its employee
improve its employee management by ensuring benefits, and give loyal and hardworking
provision of benefits that will yield to a more employees premium.
productive and loyal organization.

Employee Training and Development


Disclosure Quantity Units
Total training hours provided to employees
a. Female employees ANI - 60 hours
SUBS - 45
b. Male employees ANI - 60 hours
SUBS-45
Average training hours provided to employees
a. Female employees ANI - 3 hours/employee
SUBS - 3
b. Male employees ANI - 3 hours/employee
SUBS - 3

16
What is the impact and where does it occur? What Management Approach
is the organization’s involvement in the impact?

Training and development plays an important role in The Group provides training to its organization
improving the efficiency and awareness of employees, to keep them well informed in changes in
thus increasing the Group’s opportunity to generate governmental and organizational policies. This
more income.
will likewise increase their confidence in
performing their duties and responsibilities.
What are the Risk/s Identified? Management Approach
Not all employees are given the opportunity to attend Conduct of in-house trainings to ensure that all
trainings. employees will be given the opportunity to
participate.
Retention of matters presented in the trainings.

Conduct of Post training evaluations.


What are the Opportunity/ies Identified? Management Approach

This presents the Group with an opportunity to Increase the conduct of trainings to enhance
improve the capabilities of its employees. and update employees’ skills, work experience,
leadership and behavior.

Labor-Management Relations
Disclosure Quantity Units
% of employees covered with Collective Bargaining 0 %
Agreements
Number of consultations conducted with employees 4 #
concerning employee-related policies

What is the impact and where does it occur? Management Approach


What is the organization’s involvement in the
impact?
Good labor management relations is crucial in overall The Group is open to hearing its employees’
productivity and maintaining harmony in the concerns and opinion, if any. These concerns are
workplace. considered and acted upon, when necessary.
The Group will conduct more consultations as
needed.

What are the Risk/s Identified? Management Approach

When disagreements and grievances are not The Group ensures that their grievance
addressed as expected by the employee, there is a procedures and labor policies comply with the
risk of labor unrest and labor suits. Labor Code and other labor laws.

What are the Opportunity/ies Identified? Management Approach

Proper management of labor relations offers The Group ensures that their grievance
opportunity for operational efficiency, productivity and procedures and labor policies comply with the
sustained growth. Labor Code and other labor laws.

17
Diversity and Equal Opportunity
Disclosure Quantity Units
% of female workers in the workforce ANI – 33.6 %
SUBS – 18.5
% of male workers in the workforce ANI – 66.4 %
SUBS – 81.5
Number of employees from indigenous communities and/or ANI - 0 #
vulnerable sector* SUBS - 0
*Vulnerable sector includes, elderly, persons with disabilities, vulnerable women, refugees, migrants,
internally displaced persons, people living with HIV and other diseases, solo parents, and the poor or
the base of the pyramid (BOP; Class D and E).

What is the impact and where does it occur? Management Approach


What is the organization’s involvement in the
impact?
Diversity and equality in the workforce have impact The Group ensures that there is no
on the Group’s business operations in terms of discrimination on employees based on gender,
fitness and productivity. age, race or religion. Hiring and promotion are
purely based on merit and fitness. Disciplinary
cases are also decided based on the facts of the
case and applicable company policies and labor
laws, rules and regulations.

What are the Risk/s Identified? Management Approach

Diversity in workplace may result to biases hence The Group shall ensure regular dialogue with
may create an unhealthy workplace. employees and provide employee engagement
programs.
What are the Opportunity/ies Identified? Management Approach

Diversity and equality in human capital offers an The Group will continue to provide work
opportunity to formulate policies in relation thereto to opportunities for people belonging to the
minimize the risks identified. vulnerable sector.

Workplace Conditions, Labor Standards, and Human Rights


Occupational Health and Safety
Disclosure Quantity Units
Safe Man-Hours 2,259 Man-hours
No. of work-related injuries 4 #
No. of work-related fatalities 0 #
No. of work-related ill-health 0 #
No. of safety drills 4 #

18
What is the impact and where does it occur? Management Approach
What is the organization’s involvement in the
impact?
The Group’s operation specifically the manufacturing The conducts seminars on safety in the
arm is exposed in occupational hazards. workplace and policies are in place to ensure the
safety of its employees.

Trainings on first aid and health and occupational


safety are likewise a priority.

What are the Risk/s Identified? Management Approach

Employees’ non-compliance with the policies and The Group strictly monitors compliance with
accidents are inevitable. health and occupational safety policies. Further,
first aid protocols are ensured to be in place at all
times.
What are the Opportunity/ies Identified? Management Approach

This presents an opportunity to improve policies and The Group is committed to enhance workplace
data relating to health, safety and welfare of safety requirements and protocols already being
employees. implemented in the organization.

Labor Laws and Human Rights


Disclosure Quantity Units
No. of legal actions or employee grievances involving forced 2 #
or child labor

Do you have policies that explicitly disallows violations of labor laws and human rights (e.g. harassment,
bullying) in the workplace?
Topic Y/N If Yes, cite reference in the company policy
Forced labor N The Group adopts and complies with relevant laws,
rules and regulations relating to the protection of
Child labor N
human rights and labor.
Human Rights N

What is the impact and where does it occur? Management Approach


What is the organization’s involvement in the
impact?
Non-compliance with labor laws and human rights in The Group will continue to protect its employees’
the workplace may impact the Group’s productivity, human rights and comply with labor laws, rules
employee retention and employee engagement. and regulations.

What are the Risk/s Identified? Management Approach

Human rights and labor law violations will expose the The Group will continue to protect its employees’
Group to likelihood of litigation and affect its human rights and comply with labor laws, rules
reputation. and regulations.

19
What are the Opportunity/ies Identified? Management Approach

Compliance to existing laws will yield to employment The Group will continue to protect its employees’
of quality workers and decrease attrition rate. human rights and comply with labor laws, rules
and regulations.

Supply Chain Management


Do you have a supplier accreditation policy? If yes, please attach the policy or link to the policy:
No.
Do you consider the following sustainability topics when accrediting suppliers?
Topic Y/N If Yes, cite reference in the supplier policy
Environmental performance Y Though the Group does not have a written police on
accreditation, due diligence is being conducted to
Forced labor Y
ensure its suppliers’/service provider’s legitimacy and
Child labor Y performance capabilities.
Human rights Y
Bribery and corruption Y

What is the impact and where does it occur? Management Approach


What is the organization’s involvement in the
impact?
Supply Chain Management has a very considerable The Group ensures that due diligence is being
impact in sourcing quality and cost efficient supplies. made before transacting with suppliers/service
providers.
What are the Risk/s Identified? Management Approach
Poor Supply Chain Management may result to sub The Group ensures that due diligence is being
standard supplies, delay or non deliveries. made before transacting with suppliers/service
providers.
What are the Opportunity/ies Identified? Management Approach

This presents the Group with an opportunity to The Group will re evaluate performance of
improve its supply chain management and establish existing suppliers/service providers and establish
an accreditation process. an accreditation process.

Relationship with Community


Significant Impacts on Local Communities

Operations Location Vulnerable Does the Collective or Mitigating


with significant groups (if particular individual measures (if
(positive or applicable)* operation rights that negative) or
negative) have have been enhancement
impacts on impacts on identified that measures (if
local indigenous or particular positive)
communities people concern for the
(exclude CSR (Y/N)? community
projects; this
has to be
business
operations)

20
As the Group Bulacan, The Group No None To further the
leans on the Pampanga, does not causes of the
agricultural Davao discriminate agricultural
industry, against sector by
sourcing almost vulnerable empowering the
all of its raw sectors in farmers through
materials from terms of contract farming
local sources, employment. and ensuring that
achieves the their produce has
Group’s goals of a market.
furthering the
cause of local
farmers,
introducing the
Philippine
produce to the
international
market and
provide healthy
alternative to the
community.

*Vulnerable sector includes children and youth, elderly, persons with disabilities, vulnerable women,
refugees, migrants, internally displaced persons, people living with HIV and other diseases, solo
parents, and the poor or the base of the pyramid (BOP; Class D and E)

For operations that are affecting IPs, indicate the total number of Free and Prior Informed Consent
(FPIC) undergoing consultations and Certification Preconditions (CPs) secured and still operational and
provide a copy or link to the certificates if available: N.A.
Certificates Quantity Units
FPIC process is still undergoing N.A. #
CP secured N.A. #

What are the Risk/s Identified? Management Approach

Not Applicable Not Applicable

(The Group’s business operations do not affect (The Group’s business operations do not affect IPs)
IPs)
What are the Opportunity/ies Identified? Management Approach
Not Applicable Not Applicable

(The Group’s business operations do not affect (The Group’s business operations do not affect IPs)
IPs)

Customer Management

Customer Satisfaction
Disclosure Score Did a third party conduct
the customer satisfaction
study (Y/N)?

Customer satisfaction This data is not No


available. All
complaints are being
handled by the

21
Managers of the unit
concerned.

Health and Safety


Disclosure Quantity Units
No. of substantiated complaints on product or service 0 #
health and safety*
No. of complaints addressed 0 #
*Substantiated complaints include complaints from customers that went through the organization’s
formal communication channels and grievance mechanisms as well as complaints that were lodged to
and acted upon by government agencies.

Marketing and labelling


Disclosure Quantity Units
No. of substantiated complaints on marketing and 0 #
labelling*
No. of complaints addressed 0 #
*Substantiated complaints include complaints from customers that went through the organization’s
formal communication channels and grievance mechanisms as well as complaints that were lodged to
and acted upon by government agencies.

Customer privacy
Disclosure Quantity Units
No. of substantiated complaints on customer privacy* 0 #
No. of complaints addressed 0 #
No. of customers, users and account holders whose 0 #
information is used for secondary purposes
*Substantiated complaints include complaints from customers that went through the organization’s
formal communication channels and grievance mechanisms as well as complaints that were lodged to
and acted upon by government agencies.

What is the impact and where does it occur? Management Approach


What is the organization’s involvement in the
impact?
Customer satisfaction is the core of the Group’s The Group maintains a customer satisfaction
business, hence plays a major impact in its evaluation by randomly getting their feedbacks
operations. on the goods and service being provided.
Further, customer complaints are ensured to be
properly escalated and addressed within a given
service level.

What are the Risk/s Identified? Management Approach

Instances are inevitable where customers will not be The Group maintains a customer satisfaction
satisfied with how the complaints were handled or evaluation by randomly getting their feedbacks
resolved. on the goods and service being provided.
Further, customer complaints are ensured to be
properly escalated and addressed within a given
service level.

Customer complaints will be duly noted and used


as reference in improving operations.

22
What are the Opportunity/ies Identified? Management Approach

This presents the Group an opportunity to further The Group maintains a customer satisfaction
customer experience. evaluation by randomly getting their feedbacks
on the goods and service being provided.
Further, customer complaints are ensured to be
properly escalated and addressed within a given
service level.

The Group shall likewise innovate other means


to further customer experience.

Data Security
Disclosure Quantity Units
No. of data breaches, including leaks, thefts and losses of 0 #
data

What is the impact and where does it occur? Management Approach


What is the organization’s involvement in the
impact?
Data security has material impact on data The Group adopts and complies with laws, rules
management and reputation of the Group. and regulations relating to data privacy.

What are the Risk/s Identified? Management Approach

The Group has considerable number of trade secrets The Group adopts strict protocols on data privacy
in manufacturing and retail arm. Data breach will and protection and ensures that only identified
greatly impact its operations. individuals have access on a need to know basis.
What are the Opportunity/ies Identified? Management Approach

This presents the an opportunity to evaluate and The Group adopts strict protocols on data privacy
improve their current data management system. and protection and has a dedicated unit to ensure
compliance thereto.

UN SUSTAINABLE DEVELOPMENT GOALS

Product or Service Contribution to UN SDGs

Key products and services and its contribution to sustainable development.

Key Products and Societal Value / Potential Negative Impact Management


Services Contribution to UN of Contribution Approach to
SDGs Negative Impact
Crops, fruits, and SDG 2: Contribute to No material negative impact The Group shall
vegetables food security ensure compliance
with existing laws in
SDG 3: Provision of its operations and be
healthy menu through its mindful of its
retail arm responsibility in
reducing
environmental
footprints

23
CONSTANTINO AND PARTNERS
22nd Floor Citibank Tower
8741 Paseo de Roxas
INDEPENDENT AUDITORS’ REPORT Salcedo Village, Makati City
Philippines

T: (+632) 8 848 1051


F: (+632) 7 728 1014
The Stockholders and Board of Directors
mail@bakertilly.ph
Agrinurture, Inc. and Subsidiaries www.bakertilly.ph
No. 54 National Road, Dampoll II-A
Pulilan, Bulacan

Opinion
We have audited the consolidated financial statements of Agrinurture, Inc. and Subsidiaries
(the Group), which comprise the consolidated statements of financial position as at
December 31, 2019 and 2018 and the consolidated statements of comprehensive income,
consolidated statements of other comprehensive income, consolidated statements of changes in
equity and consolidated statements of cash flows for each of the three years in the period ended
December 31, 2019, and notes to the consolidated financial statements, including a summary of
significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material
respects, the consolidated financial position of the Group as at December 31, 2019 and 2018 and its
consolidated financial performance and its consolidated cash flows for the three years in the period
ended December 31, 2019 in accordance with Philippine Financial Reporting Standards (PFRSs).

Basis for Opinion


We conducted our audits in accordance with Philippine Standards on Auditing (PSAs). Our
responsibilities under those standards are further described in the Auditors’ Responsibilities for the
Audit of the Consolidated Financial Statements section of our report. We are independent of the
Group in accordance with the Code of Ethics for Professional Accountants in the Philippines (Code
of Ethics) together with the ethical requirements that are relevant to our audit of the consolidated
financial statements in the Philippines, and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the Code of Ethics. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters


Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the consolidated financial statements of the current period. These matters were
addressed in the context of our audit of the consolidated financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters. For each
matter below, our description of how our audit addressed the matter is provided in that context.

We have fulfilled the responsibilities described in the Auditors’ Responsibilities for the Audit of the
Consolidated Financial Statements section of our report, including in relation to these matters.
Accordingly, our audit included the performance of procedures designed to respond to our
assessment of the risks of material misstatement of the consolidated financial statements. The results
of our audit procedures, including the procedures performed to address the matters below, provide
the basis for our audit opinion on the accompanying consolidated financial statements.

ASSURANCE  TAX  ADVISORY  ACCOUNTING

Constantino and Partners trading as Baker Tilly is a member of the global network of Baker Tilly International Ltd.,
the members of which are separate and independent legal entities.
-2-

Consolidation process
The Group’s consolidated financial statements comprise the financial statements of Agrinurture, Inc.
and its Subsidiaries. The Group’s consolidation process is a key audit matter because of the
complexity of the process which involves identifying and combining of like items in the financial
statements of the Parent Company and subsidiaries, and identifying and eliminating intercompany
transactions and balances to properly reflect the consolidated financial position and its
consolidated financial performance and consolidated cash flows in accordance with PFRSs.

Audit response
Our audit procedure involves obtaining an understanding of the Group’s corporate structure and its
consolidation process and policy, such as identifying intercompany transactions and reconciliation
of intercompany balances. We checked the Group’s combination of like items of assets, liabilities,
equity, income, costs and expenses, and cash flows of the Parent Company with those of the
subsidiaries. We checked the appropriateness of the intercompany elimination entries of the
carrying amount of the Parent Company’s investments in each subsidiary and the Parent
Company’s portion of equity of each subsidiary, and the recognition of the noncontrolling interest.
We further checked the elimination in full of intercompany assets and liabilities including income,
costs and expenses, and cash flows relating to transactions involving companies within the Group.
We also evaluated whether uniform accounting policies for like transactions and events are
adopted by all entities within the Group in preparing the consolidated financial statements. We
further evaluated the sufficiency of the disclosures in the Group consolidated financial statements.

Accounting for investments in foreign subsidiaries


The Group has investments in foreign subsidiaries which account for 54% of the Group’s total assets
and 53% of the Group’s total revenues. The accounting for these investments is significant to our
audit because of the relative size of the amounts included in the consolidated financial statements
and the involvement of component auditors.

Audit response
We sent out instructions to the component auditors to perform an audit on the relevant financial
information for the purpose of the Group’s consolidated financial statements. These instructions
require the component auditors to discuss the scope of their work, their risk assessment procedures,
audit strategies and reporting requirements. We obtained understanding of the component
auditors’ audit planning and execution strategies in addressing key audit matters significant to the
overall audit of the Group’s consolidated financial statements. We reviewed their audit
deliverables, obtained relevant conclusion statements related to their audit procedures and
assessed the impact of these statements to the overall audit of the Group’s consolidated financial
statements. We also obtained the audited financial statements of the foreign subsidiaries, verified
whether there is modification in the audit reports, assessed whether the accounting policies are
consistent with that of the Group, and adjusted any differences in accounting policies to conform
with the reporting framework applied by the Group in preparing the consolidated financial
statements. We also performed tests on certain account balances to validate audit conclusions.

Leases
The Group’s adoption of PFRS 16 is significant to our audit because the Group has various contracts
and agreements that contain leases the corresponding amounts of which are material to the
consolidated financial statements. Also, it involves application of significant judgement and
estimation in determining the lease term and the incremental borrowing rate. The adoption resulted
in recognition of right of use-of-use (ROU) assets for finance and long-term operating leases, lease
liability for long-term operating leases, as well as the recognition of depreciation expense of ROU
assets and interest expense from lease liabilities for the year ended December 31, 2019.

Audit response
We assessed the Group’s compliance with the new standard on leases, including the judgments
and estimates made by the Group in determining the population of the lease contracts covered by
PFRS 16, the determination of incremental borrowing rate and lease term, the application of the
short-term and low-value assets exemptions and the selection of the transition approach and any
election of available practical expedients.
-3-

We obtained list of lease agreements effective in 2019. On a test basis, inspected lease
agreements, identified their contractual terms and conditions and performed our independent
lease calculations. Compared our tests to the calculations by the Group’s management to assess
whether all the pertinent contractual terms and conditions from the lease contracts are included in
the amount recognized in the consolidated financial statements.

For selected lease contracts with renewal and/or termination option, we reviewed the
enforceability of the extension and/or termination option. Also reviewed the management’s
assessment of whether it is reasonably certain that the Group will exercise the option to renew or not
exercise the option to terminate. We also reviewed the basis of the incremental borrowing rate
used by reference to market data.

Expected credit loss (ECL)


The significant application of judgement and estimates of the management in formulating the ECL
model of the Group made it significant to our audit. These kay matters include how management
defines what comprises default, identifies and groups credit risk exposures, determines the method
to estimate lifetime ECL, determines assumptions used in formulating the ECL model and
incorporates forward-looking information in calculating ECL.

Audit response
Our audit procedures include the following:
Obtained an understanding of the Groups’ methodologies used for different credit exposures to
determine if these are applicable to the requirements of PFRS 9 to reflect an unbiased and
probability-weighted outcome and the acceptable forward-looking information.

We a) compared the definition of default with the historical analysis of accounts and credit risk
management policies in place; b) assessed the Group’s segmentation of its credit risk exposures
based on similarity of credit risk characteristics; c) checked the methodology used in applying the
simplified approach by evaluating the key inputs, assumptions, and formulas used; d) tested loss
given default by inspecting historical recoveries including the timing, related direct costs, and write-
offs; e) evaluated the forward-looking information used for overlay through statistical test and
corroboration using publicly available information; f) recalculated impairment provisions on a
sample basis; h) compared the results with the allowance disclosed for credit losses using the ECL
model in the consolidated financial statements.

Recoverability of advances to a stockholder


As at December 31, 2019, the Group has outstanding advances to a stockholder amounting to
=149.8 million. This is significant to our audit because the assessment of recoverability of the
P
advances requires a high level of management judgment and the estimation of future cash
repayments. The Group’s disclosure about the transaction and recoverability of the amounts are
included in Note 21 to the consolidated financial statements.

Audit response
Our audit procedures focused on the evaluation of management’s assessment on the recoverability
of the advances to a stockholder. We obtained confirmation from the stockholder for the
acknowledgement of the liability to the Group and repayment agreement that covers the timing of
future cash flows and manner of payment.
-4-

Other Information
Management is responsible for the other information. The other information comprises the
information included in Securities and Exchange Commission (SEC) Form 20-IS (Definitive Information
Statement), SEC Form 17-A and Annual Report for the year ended December 31, 2019, but does not
include the consolidated financial statements and our auditors’ report thereon. The SEC Form 20-IS,
SEC Form 17-A and Annual Report are expected to be made available to us after the auditors’
report date.

Our opinion on the consolidated financial statements does not cover the other information and we
do not and will not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the
other information identified above when it becomes available and, in doing so, consider whether
the other information is materially inconsistent with the consolidated financial statements or our
knowledge obtained in the audit, or otherwise appears to be materially misstated.

Responsibilities of Management and Those Charged with Governance for the Consolidated
Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial
statements in accordance with PFRSs, and for such internal control as management determines is
necessary to enable the preparation of consolidated financial statements that are free from
material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless management either intends to
liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group’s financial reporting
process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements


Our objectives are to obtain reasonable assurance about whether the consolidated financial
statements as a whole are free from material misstatement, whether due to fraud or error, and to
issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with PSAs will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these consolidated financial
statements.

As part of an audit in accordance with PSAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:

 Identify and assess the risks of material misstatement of the consolidated financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks,
and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
 Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Group’s internal control.
 Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.
-5-

 Conclude on the appropriateness of management’s use of the going concern basis of


accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Group’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required
to draw attention in our auditors’ report to the related disclosures in the consolidated financial
statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our auditors’ report. However, future
events or conditions may cause the Group to cease to continue as a going concern.
 Evaluate the overall presentation, structure and content of the consolidated financial
statements, including the disclosures, and whether the consolidated financial statements
represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationship and other matters that may be thought to bear our independence, and where
applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters
that were most significance in the audit of the consolidated financial statements of the current
period and are therefore the key audit matters. We describe these matters in our auditors’ report
unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because the
adverse consequences of doing so would reasonable expected to outweigh the public interest
benefits of such communication.

The engagement partner on the audit resulting in this independent auditors’ report is
Edwin F. Ramos.

CONSTANTINO AND PARTNERS


BOA Registration No. 0213, valid until November 15, 2022
SEC Accreditation No. (A.N.) 0003-FR-4, valid until December 7, 2020 (Group A)
BIR A.N. 08-001507-000-2017, valid until December 21, 2020

By:

Edwin F. Ramos
Partner
CPA Certificate No. 0091293
SEC A.N. 1795-A, valid until November 10, 2022 (Group A)
TIN 134-885-074-000
BIR A.N. 08-001507-008-2017, valid until December 21, 2020
PTR No. 8135201, issued on January 14, 2020, Makati City

Makati City, Philippines


June 30, 2020
AGRINURTURE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
DECEMBER 31, 2019 AND 2018 AND JANUARY 1, 2018
(Amounts in Philippine Pesos)

December 31, January 1,


2018 2018
Note 2019 As restated As restated

ASSETS

Current Assets
Cash 6 ₱ 73,717,839 ₱ 61,042,651 ₱ 211,811,366
Trade and other receivables – net 7 622,863,604 525,075,594 385,119,460
Due from related parties – net 21 141,261,399 258,781,766 447,596,478
Due from stockholders 21 149,846,368 453,975,621 422,226,236
Inventories 8 1,182,089,538 946,046,631 348,189,547
Prepayments and other
current assets – net 9 165,314,301 122,434,604 569,676,396
Total Current Assets 2,335,093,049 2,367,356,867 2,384,619,483

Noncurrent Assets
Deposit for future investments 11 195,015,332 206,474,957 194,673,768
Financial assets at fair value through
other comprehensive income (FVOCI) 10 43,507,200 46,063,800 –
Property and equipment – net 12 513,788,475 673,789,551 667,058,916
Investment property 13 301,859,118 413,154,770 303,969,386
Intangible assets – net 14 185,087,289 254,482,687 265,555,955
Right-of-use assets 27 126,170,605 – –
Deferred tax asset 26 102,449 – –
Other noncurrent assets 15 685,424,883 971,980,524 230,965,168
Total Noncurrent Assets 2,050,955,351 2,565,946,289 1,662,223,193

₱ 4,386,048,400 ₱ 4,933,303,156 ₱ 4,046,842,676

LIABILITIES AND EQUITY

Current Liabilities
Trade and other payables 16 ₱ 865,310,842 ₱ 1,036,419,067 ₱ 782,783,395
Short-term loans 17 378,024,984 525,996,804 693,976,693
Current portion of:
Loans payable 17 122,144,865 200,059,072 242,974,769
Lease liability 27 8,496,208 29,793,085 16,973,821
Due to related parties 21 43,821,643 67,357,588 72,402,905
Income tax payable 25,676,815 16,922,339 78,817,434
Total Current Liabilities 1,443,475,357 1,876,547,955 1,887,929,017

(Forward)
-2-

(Carryforward)
December 31, January 1,
2018 2018
Note 2019 As restated As restated

Noncurrent Liabilities
Noncurrent portion of:
Loans payable 17 ₱ 159,653,804 ₱ 346,203,841 351,979,500
Lease liability 27 3,369,580 – 33,774,420
Retirement benefit liability 25 10,534,654 5,883,055 6,970,964
Deposit for future stock subscriptions – – 242,835,098
Total Noncurrent Liabilities 173,558,038 352,086,896 635,559,982
Total Liabilities 1,617,033,395 2,228,634,851 2,523,707,019

Equity
Capital stock – P1 par value 19 830,774,088 830,774,088 668,003,586
Authorized – 2,000,000,000 shares in
2019 and 2018 and 1,000,000,000
shares in 2017
Subscribed – 1,018,274,088 shares in
2019 and 2018 and 668,003,586
shares in 2017
(net of subscriptions receivable
of P187,500,000)
Additional paid-in capital 3,567,071,760 3,516,841,761 2,504,341,713
Accumulated losses (2,350,158,483) (2,358,811,263) (2,254,317,324)
Foreign currency translation reserve (10,952,274) 23,056,049 9,893,147
Net cumulative remeasurement gain
on retirement benefits 25 3,974,345 6,931,480 4,237,855
Noncontrolling interest 30 728,305,569 685,876,190 591,194,700
Total Equity 2,769,015,005 2,704,668,305 1,523,353,677

₱ 4,386,048,400 ₱ 4,933,303,156 ₱ 4,046,842,676

See accompanying Consolidated Notes to Financial Statements.


AGRINURTURE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2019, 2018 AND 2017
(Amounts in Philippine Pesos)

Notes 2019 2018 2017

NET REVENUE 18 ₱ 4,535,605,953 ₱ 3,835,940,202 ₱ 2,096,962,338

COST OF SALES 22 3,714,914,767 3,124,169,876 1,393,863,926

GROSS PROFIT 820,691,186 711,770,326 703,098,412

GENERAL AND ADMINISTRATIVE


EXPENSES 23 692,400,757 584,801,372 595,551,777

OPERATING PROFIT 128,290,429 126,968,954 107,546,635

OTHER INCOME (CHARGES)


Finance costs 17, 27 (58,046,849) (51,876,091) (61,910,291)
Interest income 6 103,047 639,813 28,761
Other income - net 24 83,970,791 87,303,346 205,796,612
26,026,989 36,067,068 143,915,082

PROFIT BEFORE
INCOME TAX 154,317,418 163,036,022 251,461,717

INCOME TAX EXPENSE


(BENEFIT) 26
Current 69,678,716 137,341,030 65,661,025
Deferred (102,449) – (5,249,652)
69,576,267 137,341,030 60,411,373

NET PROFIT ₱ 84,741,151 ₱ 25,694,992 ₱ 191,050,344


AGRINURTURE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2019, 2018 AND 2017
(Amounts in Philippine Pesos)

Note 2019 2018 2017

NET PROFIT ₱ 84,741,151 ₱ 25,694,992 ₱ 191,050,344

OTHER COMPREHENSIVE INCOME (LOSS)


Reclassifiable to profit or loss
Exchange differences on translation
of foreign operations (67,345,583) 19,707,489 33,671,873

Not reclassificable to profit or loss


Remeasurement loss (gain) on
retirement benefits 25 3,278,867 (2,911,645) 194,920

TOTAL COMPREHENSIVE
INCOME ₱ 14,116,701 ₱ 48,314,126 ₱ 224,527,297

Net profit (loss) attributable to:


Equity holders of the Parent Company ₱ 8,652,779 (₱ 61,005,701) ₱ 104,338,067
Noncontrolling interest 76,088,372 86,700,693 86,712,277
₱ 84,741,151 ₱ 25,694,992 ₱ 191,050,344

Total comprehensive income (loss)


attributable to:
Equity holders of the Parent Company (₱ 28,312,678) (₱ 45,149,175) ₱ 133,473,222
Noncontrolling interest 42,429,379 93,463,301 91,054,575
₱ 14,116,701 ₱ 48,314,126 ₱ 224,527,797

Basic and diluted earnings (loss) per


share attributable to equity holders
of the Parent Company 20 ₱ 0.01 (₱ 0.08) ₱ 0.16

See accompanying Notes to Consolidated Financial Statements.


AGRINURTURE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2019, 2018 AND 2017
(Amounts in Philippine Pesos)

Note 2019 2018 2017

CAPITAL STOCK – P1 par value


Balance at beginning of year ₱ 830,774,088 ₱ 668,003,586 ₱ 621,683,570
Paid-up during the year – 162,770,502 46,320,016
Balance at end of year 19 830,774,088 830,774,088 668,003,586

ADDITIONAL PAID-IN CAPITAL


Balance at beginning of year 3,516,841,761 2,504,341,713 2,330,723,527
Additions during the year 50,229,999 1,012,500,048 173,618,186
Balance at end of year 19 3,567,071,760 3,516,841,761 2,504,341,713

ACCUMULATED LOSSES
Balance at beginning of year (2,358,811,263) (2,254,317,324) (2,282,253,416)
Net income (loss) 8,652,780 (61,005,703) 104,338,067
Effect of adoption of PFRS 9 – (43,488,236) –
Effect of consolidation – – (76,401,975)
Balance at end of year (2,350,158,483) (2,358,811,263) (2,254,317,324)

NET CUMULATIVE REMEASUREMENT


GAIN IN RETIREMENT BENEFITS COSTS
Balance at beginning of year 6,931,480 4,237,855 4,281,303
Actuarial gain (loss) (2,957,135) 2,693,625 (43,448)
Balance at end of year 25 3,974,345 6,931,480 4,237,855

NET CUMULATIVE REMEASUREMENT


TRANSLATION RESERVE
Balance at beginning of year 23,056,049 9,893,147 (19,284,956)
Exchange differences during the year (34,008,323) 13,162,902 29,178,103
Balance at end of year (10,952,274) 23,056,049 9,893,147

NONCONTROLLING INTEREST 30
Balance at beginning of year 685,876,190 591,194,700 44,359,569
Effect of consolidation due to gain
of control – 1,218,189 455,780,556
Share in:
Net income during the year 76,088,372 86,700,693 86,712,277
Exchange difference on translation
of foreign operations (33,337,260) 6,544,588 4,493,770
Remeasurement gain (loss) on
retirement benefits (321,733) 218,020 (151,472)
42,429,379 93,463,301 91,054,575
Balance at end of year 728,305,569 685,876,190 591,194,700

TOTAL EQUITY 19 ₱ 2,769,015,005 ₱ 2,704,668,305 ₱ 1,523,353,677

See accompanying Consolidated Notes to Financial Statements.


AGRINURTURE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2019, 2018 AND 2017
(Amounts in Philippine Pesos)

Notes 2019 2018 2017


CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax ₱ 154,317,418 ₱ 163,036,022 ₱ 251,461,717
Adjustments for:
Impairment and write-off 7, 9, 14,
of assets 21 141,801,144 9,143,256 4,091,230
Depreciation and
amortization 12, 14, 27 125,571,934 130,430,635 74,493,441
Finance cost 17, 27 58,046,849 51,876,091 61,910,291
Unrealized foreign exchange
losses (gains) - net 28 4,561,227 7,857,513 (2,324,179)
Provision for
retirement benefits 25 1,372,732 1,605,716 1,506,025
Loss on sale of property,
plant and equipment 12 1,348,672 5,759,898 60,831
Interest income 6 (103,047) (639,813) (28,761)
Operating income before
working capital changes 486,916,929 369,069,318 391,170,595
Decrease (increase) in:
Trade and other receivables 7 (125,291,491) (149,099,392) (991,188,760)
Inventories 8 (3,739,990) (597,857,084) (47,220,259)
Prepayments and other
current assets 9 (334,466,958) 16,080,144 (288,896,011)
Increase (decrease) in
trade and other payables 16 (176,848,892) 253,635,672 382,730,685
Net cash used in operations (153,430,402) (108,171,342) (553,403,750)
Income taxes paid (59,835,263) (222,004,355) (22,250,402)
Interest received 6 103,047 639,813 28,761
Net cash flows provided by
(used in) operating activities (213,162,618) (329,535,884) (575,625,391)

CASH FLOWS FROM INVESTING ACTIVITIES


Collections received from: 21
Related parties 150,455,292 1,176,008,692 –
Stockholder 329,951,740 20,801,135 286,003,365
Advances made to: 21
Related parties (39,199,454) (987,193,980) (417,656,713)
Stockholder (25,822,487) (52,550,520) –
Changes in:
Other noncurrent assets 14 286,555,643 (309,677,534) 9,626,246
Deposit for future
investments 11 – (57,864,989) 113,545,810
Noncontrolling interest
from effect of consolidation 30 – 1,218,189 455,780,556

(Forward)
-2-

(Carryforward)

Notes 2019 2018 2017

Additions to:
Property and equipment 12 (₱ 7,601,274) (₱ 123,937,237) (₱ 10,462,658)
Intangible assets 14 (32,143) (9,803) (95,014,063)
Investment property, as restated 13 – (107,753,311) –
Proceeds from sale of
property and equipment 12 178,572 – 1,971,689
Net cash from consolidated
subsidiary – – 144,690,366
Net cash flows provided by
(used in) investing activities 694,485,889 (440,959,358) 488,484,598

CASH FLOWS FROM FINANCING ACTIVITIES


Proceeds from:
Loan availments 54,693,750 3,380,492 18,762,021
Collections of subscription
receivable 50,229,999 162,770,502 –
Advances from
related parties 21 27,295,885 1,162,535,690 32,643,544
Issuance of shares of stocks 19 – 769,664,950 219,938,201
Deposit for future stock
subscriptions 11 – – 242,835,098
Payments of:
Loans payable 17 (468,663,727) (229,270,796) (141,735,368)
Interest 17, 27 (52,306,182) (51,846,091) (61,243,126)
Advances from
related parties 21 (50,831,831) (1,167,581,007) –
Lease liability 27 (29,050,610) (20,955,156) (35,996,575)
Net cash flows provided by
(used in) financing activities (468,632,716) 628,698,583 275,203,795

EFFECT OF FOREIGN CURRENCIES


ON CASH - NET 6, 28 (15,367) (8,972,058) (6,481)

NET INCREASE
(DECREASE) IN CASH 12,675,188 (150,768,715) 188,056,521

CASH AT BEGINNING
OF YEAR 6 61,042,651 211,811,366 23,754,845

CASH AT END OF YEAR 6 ₱ 73,717,839 ₱ 61,042,651 ₱ 211,811,366

See accompanying Consolidated Notes to Financial Statements.


AGRINURTURE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
(Amounts in Philippine Pesos)

1. Corporate Information

AgriNurture, Inc. (the Parent Company or ANI) was registered and incorporated with the
Philippine Securities and Exchange Commission (SEC) on February 4, 1997 primarily to
engage in the manufacturing, producing, growing, buying, selling, distributing, marketing at
wholesale only insofar as may be permitted by law, all kinds of goods, commodities, wares
and merchandise of every kind and description and to enter into all kinds of contracts for the
export, import, purchase, acquisition, sale at wholesale only and other disposition for its own
account as principal or in representative capacity as manufacturer’s representative,
consignment of all kinds of goods, wares, merchandise or products, whether natural or
artificial.

In March 2009, the SEC approved the change in the Parent Company’s primary purpose to
engage in corporate farming, in all its branches for the planting, growing, cultivating and
producing of crops, plants and fruit bearing trees, of all kinds and in connection to engage in
agri-tourism and other pleasurable pursuits for the enjoyments and appreciation of mother
nature and ecology and to engage in the establishment, operation and maintenance of
equipment, structures and facilities for the preservation, conservation and storage of foods,
grains and supplies, like cold storage and refrigeration plants.

The Parent Company’s secondary purpose include, among others, to purchase, acquire, lease,
sell and convey real properties such as land, buildings, factories and warehouses and
machines, equipment and other personal properties as may be necessary or incidental to the
conduct of the corporate business, and to pay in cash, shares of capital stock, debentures
and other evidences of indebtedness, or other securities, as may be deemed expedient for
any business or property acquired by the Parent Company.

The Parent Company and its subsidiaries (collectively referred to as the Group) are involved
in various agro-commercial businesses such as export trading and distribution of fruits and
vegetables, retail franchising and real estate.

The consolidated financial statements have been prepared on a going concern basis, which
assumes that the Group will be able to continue increasing revenues and improving
operations despite losses from operations up to 2016. While the Group has incurred
accumulated losses of =2.3
P billion as at December 31, 2019, the Group’s management
assessed that the going concern assumption remains to be appropriate which the Group has
been continuously growing revenue and improving profitability and it shall continue to expand
its core business and increase the distribution (fruits and vegetables and rice) and export
sales channels. Its retail arm is expanding the franchise network with steps to cover not only
the Philippines on a national basis but overseas as well. The Group has started an active
campaign to gain new and recover clients through marketing and selling activities in the
Philippines and overseas. Part of these activities include looking for more opportunities in
the greater Middle East, China and Asia markets. Also, with the addition of Zhongshan
Fucang Trading Co., to the Group in 2017, it will continuously deliver exceptional quality
goods and services and improve its present business activities through commodity trading,
real estate development, and set up of new platforms. The Group shall continue to grow
organic business and expand new materials with new product introductions in the coming
years to completely wipe out accumulated losses.
-2-

Moreover, most loans were already converted to term loans in order to increase the flexibility
of the Group’s capital and minimize the immediate impact on operational cash flows. As at
December 31, 2019 and 2018, the Group’s current assets already exceeded its current
liabilities by =891.6
P million and =490.8
P million, respectively. Further, the Group launched
its own e-commerce platform through its mobile application and ANI Express website where
customers can order fresh produce, canned beverages, rice and other essential goods for
delivery to customers. The Group is also launching new products such as Plant Based Meat,
Non Dairy Ice Cream, Big Chill Healthy Drinks in cans for local and export distribution These
developments are expected to contribute to a positive growth in the future for the Group’s
revenue and net earnings.

The following are the recent developments as regards continuous business expansion:

• Zongshan Fucang Trade Co. Ltd. (Fucang), a subsidiary, acquired 70% ownership of
Guangzhou Lexian Fruit Industry Co., Ltd. (Lexian), a foreign entity incorporated in China
engaged in wholesale trade.

• With the passage of the Rice Import Liberalization Law, which opened the country’s doors
to unimpeded importation of rice, the Group is expecting to earn as much as
=6.0
P billion annually after it secured an exclusive deal to import rice from Vietnam’s
largest grains exporter.

On September 17, 2018, the Group confirms that it has an agreement with Vietnam
Southern Food Corporation – Joint Stock Company (VINAFOOD II), for the exclusive supply
of two million metrics tons of long grain rice per year. The Group will renegotiate the
terms and conditions of the Contract given the setback experienced during the period of
execution and awaiting signal from the Philippine government to announce next step for
the Original Proponent Status granted to the Group previously.

• On October 13, 2018, the Group entered into a joint venture agreement for a development
of the property, located in Taytay Rizal, bisected by the Manggahan Floodway. The
property covers 859 hectares more or less of which is covered by titles under different
names, all of which are either directly or indirectly under the third-party individual. Each
square meter is valued at =1,500.
P The joint venture shall include but not limited to the
formation of the following: Phase 1 – Transportation Hub, Phase 2 – Food Terminal and
Phase 3 – Property Development Corporation. As at December 31, 2019, the Group has
made deposits totaling =508.7P million for the acquisition to the 859 hectares,
corresponding to portions thereof. As at reporting date, the third party is still completing
the titling of the whole portion of the property until end of the third quarter to fully execute
the joint venture agreement. Also, the parties are expected to start the execution of the
projects by the last quarter of 2020 given that the condition brought about by the
pandemic normalizes (see Note 15).

• On October 25, 2018 the Board of Directors of the Parent Company authorizes the
expansion of business operations in Australia through acquisition of existing companies.
Accordingly, on December 28, 2018 the Group made a deposit amounted to AU$172,000
or =6.3
P million to BSK PTY LTD (see Note 15). The main activity of the Australian
operations is primarily processing of fruit and vegetables for distribution to food
processors, schools, restaurants, mining sites and airlines. As at reporting date, it is
already in the process of finalizing the acquisition agreement and it will be included as a
subsidiary on the third quarter of the year. Further, the Group is in the process of finalizing
a deal with Plentex Limited. Plentex Limited is an unlisted Australian public company which
is developing what is planned to be a substantial scale agribusiness in Tacloban, Leyte.
-3-

• On November 8, 2018 the Group has signed a =1.9 P billion deal with a Chinese Company
for the purchase of various agriculture produce particularly tropical fruits. The contract
was signed with SinoChem Group (SinoChem), a Beijing based conglomerate engaged in
the production and trading of chemicals, fertilizers and other agricultural products. Under
the agreement, SinoChem will buy tropical fruits from the Group’s contract growers in the
Philippines in the next three years. SinoChem will also provide support through the supply
of affordable fertilizers. The deal aims to provide support to local farmers and boost
country’s market access to China. As at reporting date, the Group will start discussing
the terms and conditions of the agreement when the current situation brought about by
the pandemic normalizes.

• On December 20, 2019, the Board of Directors of the Group approved joint venture or any
similar engagement with Department of Justice through Bureau of Corrections for the
development of at least 2,000 hectares of integrated Agri-Tourism corn plantation in
Palawan. The Group will fund the development while the Bureau of Corrections will provide
the land. As of reporting date, both parties are conducting their respective due diligence,
after which a definitive agreement will be entered into to finalized the transactions.
Conduct of due diligence was delayed due to the current pandemic and is intended to be
completed by the third quarter of 2020. The proposed joint venture is intended to expand
the Group’s business through corn production and agri-tourism. Furthermore, the Board
of Directors authorizes to negotiate the acquisition of majority interests in Nutriceutical
Food Corporation (the “Nutriceutical”) and to enter into definitive agreements relative
thereto. The intended acquisition will help boost the Group’s market for organic coconut
products in China. As at reporting date, the Group will start discussing the terms and
conditions of the agreement when the current situation brought about by the pandemic
normalizes.

On December 29, 2018, the SEC approved the increase in authorized capital stock of the
Group from one billion (=1,000,000,000)
P divided into one billion (1,000,000,000) common
shares to two billion (=2,000,000,000)
P divided into two billion (2,000,000,000) common
shares both with a par value of one (=1)
P peso. Hence, this has given effect to the subscription
of Earthright Holdings, Inc. to two hundred fifty million common shares (250,000,000),
increasing the total subscribed shares from 668,003,686 in 2017 to 1,018,274,088 in 2018
and total subscribed and paid shares from 668,003,686 in 2017 to 830,774,088 in 2018.
Subscription receivable at par value amounted to =187,500,000
P as at December 31, 2019
and 2018.

On 24 February 2020, the Board has approved the decrease in the par value of the shares of
the Group from one peso (=1.00)
P to ten centavos (=0.10).
P The Board has likewise approved
the reclassification of 40 million (40,000,000) unissued common shares with par value of one
peso (P =1.00) per share or an aggregate par value of forty million pesos
(=40,000,000.00)
P to 400,000,000 voting preferred shares with par value of ten centavos
(=0.10)
P per share or an aggregate par value of forty million pesos (=40,000,000.00)
P subject
to the approval of the SEC.

Upon approval of the SEC, the Group’s authorized capital stock will increase to twenty billion
(20,000,000,000) shares for a total par value of two billion pesos (=2,000,000,000)
P shall be
divided into the following:

a. Common shares, consisting of 19,600,000,000 shares with a par value of ten centavos
(P0.10) per share for a total par value of =1,960,000,000;
P
b. Preferred shares, consisting of 400,000,000 shares with a par value of ten centavos
(P0.10) per share for a total par value of =40,000,000;
P
-4-

The preferred shares shall have the following rights, privileges, limitations and restrictions
which shall also appear on the Certificates of the Preferred Shares of the Corporation:
a. The right to vote and be voted for;
b. The right to receive, out of unrestricted retained earnings of the Parent Company,
participating dividends at the rate as may be deemed proper by the BOD under the
prevailing market conditions or such other relevant factors as the BOD may consider.
Said dividend may be declared and payable at the discretion of the BOD after taking into
account the Group’s earning, cash flows, financial conditions and other factors as the
BOD may consider relevant;
c. In the liquidation, dissolution and winding up the Group, whether voluntary or otherwise,
the right to be paid in full or ratably, insofar as the assets of the Parent Company will
permit, the par value or face value of each preferred share as the BOD may determine
upon their issuance, plus unpaid and accrued dividends up to the currents dividend
period, before any assets of the Group shall be paid or distributed to the holders of the
common shares;

The common shares shall possess all the rights, privileges and prerogatives provided by law,
including the right to vote and be voted for; and

The stockholders of the Group shall have no pre-emptive right to subscribe to or purchase
any or all issues or dispositions of shares of any class of the Group.

The change in par value is intended to increase the number of shares of the Group that will
give more trading opportunities to the shareholders and investors. The decrease in par value
will make the shares more affordable to small investors, hence will be more marketable and
liquid in the market.

The reclassification is intended for any future capital raising activities. The amount to be
raised shall be used as additional working capital and funding for the Parent Company's
expansion project particularly the creation of the Agricultural Ecosystem to benefit local
farmers.

The Group’s registered principal office address is at No. 54 National Road, Dampol II-A,
Pulilan, Bulacan.

The consolidated financial statements as at and for the year ended December 31, 2019 were
authorized and approved for issuance by the Group’s Board of Directors on
June 29, 2020.

2. Basis of Preparation

Basis of Preparation of Consolidated Financial Statements


The consolidated financial statements of the Group have been prepared using the historical
cost basis except for financial assets at fair value through other comprehensive income
(FVOCI) that have been measured at fair value and retirement benefit liability presented at
present value. These consolidated financial statements are presented in Philippine Pesos,
the Group’s functional and reporting currency under Philippine Financial Reporting Standards
(PFRS). All values are rounded to the nearest peso, except when otherwise indicated.

The consolidated financial statements provide comparative information in respect of the


previous period.
-5-

The Group presents a third consolidated statements of financial position as at the beginning
of the preceding period when it applies an accounting policy retrospectively, or makes a
retrospective restatement or reclassification of items that has a material effect on the
information in the consolidated statements of financial position at the beginning of the
preceding period (see Note 31). The related notes to the third statements of financial position
are not required to be disclosed.

Statement of Compliance
The consolidated financial statements of the Group have been prepared in compliance with
PFRS. PFRS includes statements named PFRS and Philippine Accounting Standards (PAS),
and interpretations of the Philippine Interpretations Committee (PIC), Standing
Interpretations Committee (SIC) and International Financial Reporting Interpretations
Committee (IFRIC) which have been approved by the Financial Reporting Standards Council
(FRSC) and adopted by the SEC.

Basis of Consolidation
The consolidated financial statements comprise the accounts of the Parent Company and its
subsidiaries where the Parent Company has control.

Specifically, the Parent Company controls an investee if it has:


• power over the investee (i.e., existing rights that give it the current ability to direct the
relevant activities of the investee);
• exposure, or rights, to variable returns from its involvement with the investee; and
• the ability to use its power over the investee to affect its returns.

When the Parent Company has less than a majority of the voting or similar rights of an
investee, it considers all relevant facts and circumstances in assessing whether it has power
over an investee, including:
• the contractual arrangement with the other vote holders of the investee;
• rights arising from other contractual arrangement; and
• the Group’s voting rights and potential voting rights.

The Parent Company re-assesses its control over an investee if facts and circumstances
indicate that there are changes to one or more of the three elements of control.

The consolidated financial statements include the Parent Company and the following
subsidiaries (collectively referred to as the Group):

Country of Effective ownership


incorporation Nature of Business 2019 2018
First Class Agriculture Corporation (FCAC) Philippines Trading (Agricultural goods) 100% 100%
M2000 IMEX Company, Inc. (IMEX) Philippines Toll and manufacturing 100% 100%
Best Choice Harvest Agricultural Corp. (BCHAC) Philippines Farm management 100% 100%
Fresh and Green Harvest Agricultural Company, Philippines Trading (Agricultural goods) 100% 100%
Inc. (FGH*)
Lucky Fruit & Vegetable Products, Inc. (LFVPI)* Philippines Trading (Agricultural goods) 100% 100%
Fruitilicious Company, Inc. (FCI) Philippines Manufacturing/processing 100% 100%
/trading frozen agricultural
products
Farmville Farming Co., Inc. (FFCI) Philippines Trading (Agricultural goods) 51% 51%
Fresh and Green Palawan Agriventures, Inc. Philippines Farm management 51% 51%
(FGP)*
The Big Chill, Inc. (TBC) Philippines Food and beverage retailing 80% 80%
and franchising
-6-

Country of Effective ownership


incorporation Nature of Business 2019 2018
Heppy Corporation (HC)* Philippines Food and beverage retailing 80% 80%

Goods and Nutrition for All, Inc. (GANA)* Philippines Retail and wholesale 100% 100%
Agrinurture HK Holdings Ltd. (ANI HK) Hong Kong Holding Company 100% 100%
Agrinurture Int’l Ltd. (ANI IL) * Hong Kong Trading and retail 100% 100%
Joyful Fairy (Fruits) Limited (JFF) * British Virgin Trading (Agricultural goods) 51% 51%
Islands
Zongshan Fucang Trade Co. Ltd. (Fucang) China Trading and real estate 51% 51%
*Direct and indirect ownership

Subsidiaries are fully consolidated from the date of acquisition, being the date on which the
Group obtains control, and continue to be consolidated until the date that such control ceases.
The financial statements of the subsidiaries are prepared for the same reporting year as the
Group, using uniform accounting policies for like transactions and other events in similar
circumstances.

All intra-group balances, transactions, income and expenses and profits and losses resulting
from intra-group transactions are eliminated in full.

A change in the ownership interest of a subsidiary, without a change of control, is accounted


for as an equity transaction.

If the Group loses control over a subsidiary, it:


• Derecognizes the assets (including goodwill) and liabilities of the subsidiary at their
carrying amounts;
• Derecognizes the carrying amount of any noncontrolling interest including any
components of other comprehensive income attributable to them;
• Derecognizes the cumulative translation differences, recorded in equity;
• Recognizes the fair value of the consideration received;
• Recognizes the fair value of any investment retained in the subsidiary;
• Recognizes any surplus or deficit in profit or loss;
• Accounts for all amounts recognized in other comprehensive income in relation to the
subsidiary on the same basis as would be required if the parent had directly disposed of
the related assets and liabilities; and
• Recognizes any resulting difference as gain or loss in profit or loss attributable to the
parent.

The financial statements of the subsidiaries are prepared for the same reporting year as the
Group using consistent accounting policies. Where necessary, adjustments are made to the
financial statements of subsidiaries to bring their accounting policies in line with those used
by other members of the Group.

Noncontrolling interest (NCI)


Noncontrolling interest represents interest in a subsidiary that is not owned, directly or
indirectly, by the Group. Profit or loss and each component of other comprehensive income
are attributed to the equity holders of the Group and to the non-controlling interest. Total
comprehensive income is attributed to the equity holders of the Group and to the
non-controlling interests even if this results in the noncontrolling interest having a deficit
balance.

Noncontrolling interest represents the portion of profit or loss and the net assets not held by
the Group. Transactions with noncontrolling interest are accounted for using the entity concept
method, whereby the difference between the consideration and the book value of the share of
the net assets acquired is recognized as an equity transaction.
-7-

3. Changes in Accounting Policies

New and Amended Standards and Interpretations


The accounting policies adopted by the Group are consistent with those of the previous
financial years except for the following applicable new and amended PFRS and PAS which
became effective in 2019.

• PFRS 16, Leases


Impact as lessee
The standard removes the current distinction between operating and financing leases and
requires recognition of an asset (the right to use the leased item) and a financial liability
to pay rentals for virtually all lease contracts, and subsequently, will depreciate the lease
assets and recognize interest on the lease liabilities in profit or loss. An optional
exemption exists for short-term and low-value leases.

Operating cash flows will be higher as cash payments for the principal portion of the lease
liability are classified within financing activities. Only the part of the payments that
reflects interest can continue to be presented as operating cash flows.

Impact as a lessor
The accounting by lessors is substantially unchanged as the new standard carries forward
the principles of lessor accounting under PAS 17. Lessors, however, will be required to
disclose more information in their financial statements, particularly on the risk exposure
to residual value.

The Group has adopted PFRS 16, Leases using the modified retrospective approach from
January 1, 2019, and has not restated comparatives for the 2018 reporting period, as
permitted under the specific transition provisions in the standard.

In applying PFRS 16 for the first time, the Group has used the following practical
expedients permitted by the standard:
• relied on previous assessments on whether leases are onerous as an alternative to
performing an impairment review – there were no onerous contracts as at
January 1, 2019;
• did not recognize right-of-use assets and liabilities for operating leases with a
remaining lease term of less than 12 months as at January 1, 2019;
• did not recognize right-of-use assets and liabilities for leases of low value assets;
• excluded initial direct costs for the measurement of the right-of-use (ROU) asset at
the date of initial application, and;
• used hindsight in determining the lease term where the contract contains options to
extend or terminate the lease.

The Group has also elected not to reassess whether a contract is, or contains a lease at
the date of initial application. Instead, for contracts entered into before the transition
date, the Group relied on its assessment made applying PAS 17 and Interpretation 4
Determining whether an Arrangement contains a Lease.

For leases that were classified as finance leases under PAS 17, the carrying amount of
the right-of-use asset and the lease liability as at January 1, 2019 are determined as the
carrying amount of the lease asset and lease liability under PAS 17 immediately before
that date (see Note 27).

Adjustments recognized in the balance sheet on January 1, 2019


The change in accounting policy affected the following items in the balance sheet on
January 1, 2019:
• Right-of-use assets – increase by =150.7
P million
• Lease liabilities – increase by =150.7
P million
-8-

The Group has elected not to recognize right-of-use asset and lease liability for short-
term leases. The Group recognizes the lease payments associated on short-term lease
as rent expense in profit or loss on a straight-line basis over the lease term.

• Amendments to PFRS 9, Prepayment Features with Negative Compensation


The narrow-scope amendments made to PFRS 9, Financial Instruments in 2017 enable
entities to measure certain pre-payable financial assets with negative compensation at
amortized cost. These assets, which include some loan and debt securities, would
otherwise have to be measured at fair value through profit or loss (FVPL).

To qualify for amortized cost measurement, the negative compensation must be


‘reasonable compensation for early termination of the contract’ and the asset must be
held within a ‘held to collect’ business model.

The amendments do not have material impact on the Group’s financial statements.

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


The amendments clarify the accounting for long-term interests in an associate or joint
venture, which in substance form part of the net investment in the associate or joint
venture, but to which equity accounting is not applied. Entities must account for such
interests under PFRS 9, Financial Instruments before applying the loss allocation and
impairment requirements in PAS 28, Investments in Associates and Joint Ventures.

The amendments do not have material impact on the Group’s financial statements.

• Amendment to PAS 19, Plan Amendment, Curtailment or Settlement


The amendments clarify the accounting when a plan amendment, curtailment or
settlement occurs and specifies how companies determine pension expenses when
changes to a defined benefit pension plan occur. The amendments require the Group to
use the updated assumptions from this remeasurement to determine current service cost
and net interest for the remainder of the reporting period after the change to the plan.

The amendments have no significant impact on the Group’s financial statements.

• Philippine Interpretations IFRIC 23, Uncertainty over Income Tax Treatments


The Interpretation clarifies application of recognition and measurement requirements in
PAS 12, Income Taxes when there is uncertainty over income tax treatments. The
Interpretation specifically addresses the following: a) whether an entity considers
uncertain tax treatments separately; b) the assumptions an entity makes about the
examination of tax treatments by taxation authorities; c) how an entity determines
taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates;
and d) how an entity considers changes in facts and circumstances.

The interpretation has no significant impact on the Group’s financial statements.

• Amendments to PFRS 3, Business Combinations and PFRS 11, Joint Arrangements


The amendments clarify how a Company accounts for obtaining control (or joint control)
of a business that is a joint operation if the Company already holds an interest in that
business. On PFRS 3, the Company remeasures its previously held interest in a joint
operation when it obtains control of the business. On PFRS 11, the Company does not
remeasure its previously held interest in a joint operation when it obtains joint control of
the business.

The amendments have no significant impact on the Group’s financial statements.


-9-

• Amendments to PAS 12, Income Tax Consequence of Payments on Financial


Instruments Classified as Equity
The amendments clarify that the requirements in paragraph 52B of PAS 12 apply to all
income tax consequences of dividends. The Company accounts for all income tax
consequences of dividend payments in the same way.

These amendments are not relevant to the Group because dividends declared by the
Group do not give rise to tax obligations under the current tax laws.

• Amendments to PAS 23, Borrowing Costs Eligible for Capitalization


The amendments to PAS 23 clarify which borrowing costs are eligible for capitalization in
particular circumstances. The Company treats as part of general borrowings any
borrowing originally made to develop an asset when the asset is ready for its intended
use or sale.

The amendments have no significant impact on the Group’s financial statements.

New and Amended Standards and Interpretations Issued but not yet Effective
Standards, amendments and interpretations issued but not yet effective up to the date of the
Group’s financial statements are listed below. Unless otherwise indicated, the Group does
not expect that the adoption of these new and amended PFRS and Philippine Interpretations
to have significant impact on its financial statements. The Group intends to adopt the
following pronouncements when they become effective.

Effective in 2020
• Amendments to 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
amendments prospectively for annual reporting periods beginning on or after
January 1, 2020 with earlier application permitted.

These amendments will apply on future business combinations of the Group.

• Amendments to 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 PFRS and other pronouncements. They are intended to improve the understanding
of the existing requirements rather than to significantly impact an entity’s materiality
judgments.

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

Effective in 2021
• PFRS 17, Insurance Contracts
This standard establishes the principles for the recognition, measurement, presentation
and disclosure of insurance contracts within the scope of the Standard. The objective of
PFRS 17 is to ensure that an entity provides relevant information that faithfully represents
those contracts. This information gives a basis for users of financial statements to assess
the effect that insurance contracts have on the entity's financial position, financial
performance and cash flows.

This standard is currently not applicable to the Group as it has no insurance contracts.
- 10 -

Deferred
• Philippine Interpretation IFRIC 15, Agreements for the Construction of Real Estate
This interpretation covers accounting for revenue and associated expenses by entities
that undertake the construction of real estate directly or through subcontractors. The
Philippine SEC and the FRSC have deferred the effectivity of this interpretation until the
final Revenue standard is issued by the International Accounting Standards Board (IASB)
and an evaluation of the requirements of the final Revenue standard against the practices
of the Philippine real estate industry is completed.

• 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
These amendments address an acknowledged inconsistency between the requirements
in PFRS 10 and those in PAS 28 (2011) in dealing with the sale or contribution of assets
between an investor and its associate or joint venture. The amendments require that full
gain or loss is recognized when a transaction involves a business (whether it is a housed
in a subsidiary or not). A partial gain or loss is recognized when a transaction involves
assets that do not constitute a business, even if these assets are housed in a subsidiary.

• Philippine Interpretations Committee Q&A 2018 – 12, PFRS 15 Implementation Issues


Affecting the Real Estate Industry
Provides guidance on some implementation issues of PFRS 15 affecting the real estate
industry on the following:
- Exclusion of land and uninstalled materials in the determination of percentage of
completion (POC) discussed in PIC Q&A No. 2018-12-E
- Accounting for significant financing component discussed in PIC Q&A No. 2018-12-D
- Accounting to Common Usage Service Area (CUSA) Charges discussed in PIC Q&A
No.2018-12-H

SEC Memorandum Circular No. 14 Series of 2018 and SEC Memorandum Circular No. 3
Series of 2019, respectively, provided relief to the real estate industry by deferring the
application of the provisions of the above PIC Q&A for a period of three years until
December 31, 2020.

Under the same SEC Memorandum Circular No. 3 Series of 2019, the adoption of
PIC Q&A No. 2018-14: PFRS 15 – Accounting for Cancellation of Real Estate Sales was
also deferred until December 31, 2020.

The Group availed of the deferral of adoption of the above specific provisions of PIC Q&As.
Had these provisions been adopted, the exclusion of land and uninstalled materials in the
determination of POC would reduce the percentage of completion of real estate projects
resulting in a decrease in retained earnings as at January 1, 2018 as well as a decrease
in the revenue from real estate sales in 2018. This would result to the land portion of
sold inventories together with connection fees, to be treated as contract fulfillment asset.

The Group will continue to assess the relevance and impact of the above standards,
amendments and improvements to standards, and interpretations. The revised disclosures
on the financial statements required by the above standards and interpretations will be
included in the Group’s financial statements when these are adopted.
- 11 -

4. Summary of Significant Accounting and Financial Reporting Policies

The principal accounting policies adopted in preparing the consolidated financial statements
of the Group are summarized below and in the succeeding pages. The policies have been
consistently applied to all years presented unless otherwise stated:

Current and Noncurrent Classification


The Group presents assets and liabilities in the Group consolidated statements of financial
position based on whether it is current and noncurrent.

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;
• expected to be settled on demand; or
• cash unless the asset is 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. Deferred tax assets are classified as noncurrent
assets.

A liability is current when it is:


• expected to be settled in the normal operating cycle;
• held primarily for the purpose of trading;
• due to be settled within twelve months after the reporting period;
• expected to be settled on demand; 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 tax liabilities are classified as
noncurrent liabilities.

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 Group.

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 participant's 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 Group 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.
- 12 -

All assets and liabilities for which fair value is measured or disclosed in the consolidated
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 (unadjusted) market prices in active markets for identical assets or
liabilities
• Level 2 - Valuation techniques for which the lowest level input that is significant to the
fair value measurement is directly or indirectly observable
• Level 3 - Valuation techniques for which the lowest level input that is significant to the
fair value measurement is unobservable

For assets and liabilities that are recognized in the consolidated financial statements on a
recurring basis, the Group 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.

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

Financial Assets and Liabilities


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

The classification depends on the Group’s business model for managing the financial assets
and the contractual terms of the cash flows.

Initial recognition
At initial recognition, the Group measures a financial asset at its fair value plus or minus, in
the case of a financial asset not at FVPL, transaction costs that are directly attributable to the
acquisition of the financial asset. Transaction costs of financial assets carried at FVPL, if any,
are expensed in profit or loss.

Financial assets with embedded derivatives are considered in their entirety when determining
whether their cash flows are solely payment of principal and interest.

Determination of fair value


Fair value is determined by preference to the transaction price or other market prices. If
such market prices are not reliably determinable, the fair value is determined by using
appropriate valuation techniques. Valuation techniques include net present value model
where the fair value of the consideration is estimated as the sum of all future cash payments
or receipts, discounted using the prevailing market rates of interest for similar instruments
with similar maturities. Other valuation techniques include comparing to similar instruments
for which market observable prices exist; recent arm’s length market transaction; option
pricing model and other relevant valuation models.

Classification of financial assets


The Group classifies is financial assets in the following measurement categories:
• Those to be measured subsequently at fair value (either through OCI or through profit or
loss), and
• Those to be measured at amortized cost.
- 13 -

Financial assets at fair value through other comprehensive income (FVOCI)


Financial assets at FVOCI comprise:
o Equity instruments
Equity securities which are not held for trading, and which the Group has irrevocably
elected at initial recognition to be recognized in this category. These are strategic
investments and the Group considers this classification to be more relevant.

Gains and losses on these financial assets are never recycled to profit or loss. Dividends
are recognized as other income in the consolidated statements of profit or loss when the
right of payment has been established, except when the Group benefits from such
proceeds as a recovery of part of the cost of the financial asset, in which case, such gains
are recorded in OCI. Equity instruments designated at fair value through OCI are not
subject to impairment assessment.

The Group has equity securities at FVOCI as at December 31, 2019 and 2018
(see Note 10).

o Debt instruments
Debt securities where the contractual cash flows are solely principal and interest and the
objective of the Group’s business model is achieved both by collecting contractual cash
flows and selling financial assets.

For debt instruments at FVOCI, interest income, foreign exchange revaluation and
impairment losses or reversals are recognized in the consolidated statements of profit or
loss and computed in the same manner as for financial assets measured at amortized
cost. The remaining fair value changes are recognized in OCI. Upon derecognition, the
cumulative fair value change recognized in OCI is recycled to profit or loss.

The Group has no debt instruments at FVOCI as at December 31, 2019 and 2018.

Financial assets at FVPL


The Group classifies the following financial assets at FVPL:
o debt investments that do not qualify for measurement at either amortized cost or FVOCI
o equity investments that are held for trading, and
o equity investments for which the entity has not elected to recognize fair value gains and
losses through OCI.

Financial assets at FVPL are carried in the consolidated statements of financial position at fair
value with net changes in fair value recognized in the consolidated statements of
comprehensive income. This category includes derivative instruments and listed equity
investments which the Group had not irrevocably elected to classify at FVOCI. Dividends on
listed equity investments are also recognized as other income in the consolidated statements
of profit or loss when the right of payment has been established.

The Group has no financial assets at FVPL as at December 31, 2019 and 2018.

Financial assets at amortized cost


The amortized cost of a financial asset or financial liability is the present value of future cash
receipts (payments) discounted at the effective interest rate. The amortized cost of a
financial asset or liability is the amount at which the financial asset or liability is measured at
initial recognition minus principal repayments, plus or minus the cumulative amortization
using the effective interest method of any difference between the initial amount and the
maturity amount and minus any reduction (directly or through the use of an allowance
account) for impairment or uncollectibility.
- 14 -

A financial asset is measured at amortized cost if it meets both of the following conditions
and is not designated as FVPL:
o it is held within a business model whose objective is to hold assets to collect contractual
cash flows;
o its contractual terms give rise on specified dates to cash flows that are solely payments
of principal and interest on the principal amount outstanding.

Classified under financial assets measured at amortized cost is the Group’s cash, trade and
other receivables (excluding advances to officers and employees), due from related parties
and a stockholder, and refundable deposit (Notes 6, 7, 9, 15 and 21).

Subsequent measurement of financial assets


• Debt instruments
There are three measurement categories into which the Group classifies its debt
instruments:
o Amortized cost: Assets that are held for collection of contractual cash flows where
those cash flows represent solely payments of principal and interest are measured at
amortized cost. Interest income from these financial assets is included in finance
income using the effective interest rate method. Any gain or loss arising on
derecognition is recognized directly in profit or loss and presented in other gains
(losses) together with foreign exchange gains and losses. Impairment losses are
presented as separate line item in the consolidated statements of profit or loss.

Short-term receivables with no stated interest rate are measured at their invoice
amounts or expected amounts of settlement without discounting, when the effect of
not discounting is immaterial.

o FVOCI: Assets that are held for collection of contractual cash flows and for selling
the financial assets, where the assets’ cash flows represent solely payments of
principal and interest, are measured at FVOCI. Movements in the carrying amount
are taken through OCI, except for the recognition of impairment gains or losses,
interest income and foreign exchange gains and losses which are recognized in profit
or loss. When the financial asset is derecognized, the cumulative gain or loss
previously recognized in OCI is reclassified from equity to profit or loss and recognized
in other gains (losses). Interest income from these financial assets is included in
finance income using the effective interest rate method. Foreign exchange gains and
losses are presented in other gains (losses) and impairment expenses are presented
as separate line item in the consolidated statements of profit or loss.

o FVPL: Assets that do not meet the criteria for amortized cost or FVOCI are measured
at FVPL. A gain or loss on a debt investment that is subsequently measured at FVPL
is recognized in profit or loss and presented net within other gains (losses) in the
period in which it arises.

• Equity instruments
The Group subsequently measures all equity investments at fair value. Where the
Group’s management has elected to present fair value gains and losses on equity
investments in OCI, there is no subsequent reclassification of fair value gains and losses
to profit or loss following the derecognition of the investment. Dividends from such
investments continue to be recognized in profit or loss as other income when the Group’s
right to receive payments is established.

Impairment of financial assets


The Group recognizes an expected credit loss (ECL) for all debt instruments not held at
FVPL. ECLs are based in the difference between the contractual cash flows due in accordance
with the contract and all the cash flows of that the Group expects to receive, discounted at
an approximation of the 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.
- 15 -

In measuring ECL, the Group must reflect:


• An unbiased evaluation of a range of possible outcomes and their probabilities of
occurrence;
• Discounting for the time value of money; and
• Reasonable and supportable information that is available without undue cost or effort at
the reporting date about past events, current conditions and forecasts of future economic
conditions.

ECLs are recognized in two stages. For credit exposures for which there has not been a
significant increase in credit risk since initial recognition, ECLs are provided for credit losses
that result from default events that are possible within the next 12-months (a 12-month
ECL). For those credit exposures for which there has been a significant increase in credit risk
since initial recognition, a loss allowance is required for credit losses expected over the
remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).

For cash in banks, nontrade receivables, due from related parties and a stockholder, and
refundable deposit, the Group applies the general approach in calculating ECLs. The Group
recognizes a loss allowance based on either 12-month ECL or lifetime ECL, depending on
whether there has been a significant increase in credit risk on its cash in banks, nontrade
receivables, due from related parties and a stockholder, and refundable deposit since initial
recognition.

For trade receivables, the Group applies the simplified approach in calculating ECLs.
Therefore, the Group does not track changes in credit risk, but instead recognizes a loss
allowance based on lifetime ECLs at each reporting date. The Group has established a
provision matrix that is based on its historical credit loss experience, adjusted for forward-
looking factors specific to the debtors and the economic environment.

The Group considers a financial asset in default when contractual payments are 90 days past
due. However, in certain cases, the Group may also consider a financial asset to be in default
when internal or external information indicates that the Group is unlikely to receive the
outstanding contractual amounts in full before taking into account any credit enhancements
held by the Group. A financial asset is written off when there is no reasonable expectation
of recovering the contractual cash flows.

Classification and subsequent measurement of financial liabilities


The Group classifies its financial liabilities in the following categories:

• Financial Liabilities at FVPL


Financial liabilities are classified in this category if these result from trading activities or
derivatives transactions that are not accounted for as accounting hedges, or the Group
elects to designate a financial liability under this category. Financial liabilities at FVPL
are measured at fair value and net gains and losses, including interest expense, are
recognized in profit or loss.

As at December 31, 2019 and 2018, the Group has no financial liabilities at FVPL.

• Financial liabilities at amortized cost


This category pertains to financial liabilities that are not held for trading or not designated
as at FVPL upon inception of the liability. These include liabilities arising from operations
(e.g. payables excluding statutory regulated payables and customer deposits, accruals)
or borrowing (e.g. long–term debt). Other financial liabilities are subsequently measured
at amortized cost using effective interest method.
- 16 -

The financial liabilities are initially recorded at fair value less directly attributable
transaction costs. After initial recognition, other financial liabilities are subsequently
measured at amortized cost using effective interest method. These include liabilities
arising from operations and borrowings. Interest expense and foreign exchange gains
and losses are recognized in profit or loss. Any gains and losses on derecognition are
also recognized in profit or loss.

As at December 31, 2019 and 2018, this category includes the Group’s trade and other
payables (excluding government regulated payables and customer deposits), due to
related parties, loans payable and lease payable (see Notes 16, 17, 21 and 27).

Short-term payables with no stated interest rate are measured at their invoice amounts or
expected amounts of settlement without discounting, when the effect of not discounting is
immaterial.

The classification depends on the purpose for which the financial liabilities are acquired and
whether they are quoted in an active market. Management determines the classification at
initial recognition and, where allowed and appropriate, reevaluates this classification at every
reporting date.

Derecognition of Financial Instruments


Financial assets
A financial asset is derecognized when (1) the rights to receive cash flows from the financial
instruments expire, (2) the Group retains the right to receive cash flows from the asset, but
has assumed an obligation to pay them in full without material delay to a third party under
a “pass-through” arrangement, or (3) the Group has transferred its rights to receive cash
flows from the asset and either has transferred substantially all the risks and rewards of the
asset, or has neither transferred nor retained substantially all the risks and rewards of the
asset, but has transferred control of the asset.

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

On disposal of debt investments, any related balance within the FVOCI reserve is reclassified
to profit or loss.

On disposal of equity investments, any related balance within the FVOCI reserve is
reclassified to retained earnings.

Financial Liabilities
A financial liability is derecognized when the obligation under the liability is discharged,
cancelled or expired. Where the existing financial liability is replaced by another from the
same lender on substantially different terms, or the terms of an existing liability are
substantially modified, such an exchange or modification is treated as a derecognition of the
original liability and the recognition of a new liability, and the difference in the respective
carrying amounts is recognized in the consolidated statements of comprehensive income.

Offsetting Financial Instruments


Financial assets and financial liabilities are offset and the net amount is reported in the
Group’s consolidated statements of financial position if, and only if, there is a currently
enforceable legal right to offset the recognized amounts and there is an intention to settle on
a net basis, or to realize the asset and settle the liability simultaneously.
- 17 -

Cash
Cash pertains to cash on hand and in banks. Cash in banks generally earn interest at rates
based on daily bank rates.

Advances to Officers and Employees


Advances to employees for business expenses that are yet to be received such as purchases
of goods and services subject to liquidation are recognized at the actual cash amount
advanced to employees, less any impairment. These are initially recorded at actual cash
advances to employees and are subsequently applied to the related assets, costs or expenses
incurred.

Advances to Suppliers
Advances to suppliers represent amounts paid in advance for the construction of an asset or
combination of assets which future economic benefits are expected to flow to the Group
within normal operating cycle or within twelve months from the end of financial reporting
period. These are initially recorded at actual cash advanced to suppliers and are subsequently
carried at cost less impairment losses, if any. These are applied against subsequent supplier's
billings upon rendering the service.

Inventories
Inventories are initially recorded at cost. Subsequent to initial recognition, inventories are
stated at lower of cost and net realizable value (NRV). Costs incurred in bringing each product
to its present location and condition is accounted for as follows:

Packaging materials and other - at purchase cost on a first-in, first-out (FIFO) method
supplies
Agricultural produce - at purchase price on a FIFO method
Finished goods - at manufacturing or purchase cost on a FIFO method
Property for sale - at construction cost

NRV of finished goods is the estimated selling price in the ordinary course of business, less
estimated costs of completion and the estimated costs to sell. For property for sale, NRV is
the estimated selling price in the ordinary course of the business, based on market prices at
the reporting date, less estimated costs of completion and the estimated costs of sale. For
packaging materials and other supplies, NRV is the current replacement cost. Inventories
are classified as current when they are expected to be realized within the normal operating
cycle.

Cost of property includes:


• Land cost;
• Land improvement cost;
• Amounts paid to contractors for construction and development; and
• Planning and design costs, costs of site preparation, professional fees, property transfer
taxes, construction overheads and other related costs

Provision for inventory loss is established for estimated losses on inventories which are
determined based on specific identification of slow-moving, damaged and obsolete
inventories and charged to operations.

Inventories are derecognized when sold. The carrying amount of inventories sold is
recognized as an expense and reported under cost of sales in the consolidated statements of
comprehensive income in the period in which the related revenue is recognized.
- 18 -

Prepayments and Other Current Assets


This account comprises the following:

• Prepayments are costs and expenses which are paid in advance of actually incurring them
and regularly recurring in the normal course of the business. Prepaid expenses are
initially recorded at actual amount paid for expenses and are amortized as the benefits
of the payments are received by the Group and are charged to expense in the applicable
period of application or expiration.

• Input value added tax (VAT) represents VAT imposed on the Group by its suppliers for
the acquisition of goods and services as required by the Philippine taxation laws and
regulations. Input VAT is presented as current asset and will be used to offset against
the Group’s current output VAT liabilities, if any. Input VAT is initially recognized at actual
amount paid for and subsequently stated at its recoverable amount (cost less
impairment).

• Creditable withholding tax is recognized for income taxes withheld by customers. The
balance at the end of each of reporting period represents the unutilized amount after
deducting any income tax payable. Creditable withholding tax is initially recognized at
actual amount withheld by the customers and subsequently stated at such amount less
any application against income tax payable and impairment (net recoverable amount).

• Advances to suppliers represent amount paid in advance for goods or services that are
yet to be delivered and from which future economic benefits are expected to flow to the
Group within the normal operating cycle or within twelve (12) months from the financial
reporting date. These are initially recorded at actual cash advanced and are subsequently
applied against subsequent asset purchases, costs or expenses incurred.

Prepayments and other assets that are expected to be realized for no more than 12 months
after the reporting period are classified as current asset. Otherwise, these are classified as
other noncurrent assets.

Investment Property
Investment properties comprise completed properties and properties under construction or
redevelopments that are held to earn rentals or capital appreciation or both and that are not
occupied by the companies in the Group.

The Group uses the cost model in measuring investment properties since this represents the
historical value of the properties subsequent to initial recognition. Investment properties,
except for land, are carried at cost less accumulated depreciation and amortization and any
impairment in residual value. Land is carried at cost less any impairment in value.

Expenditures incurred after the investment property has been put in operation, such as
repairs and maintenance costs, are normally charged against income in the period in which
the costs are incurred.

Constructions-in-progress are carried at cost (including borrowing cost) and transferred to


the related investment property account when the construction and related activities to
prepare the property for its intended use are complete, and the property is ready for
occupation. The account is not depreciated until such time that the assets are completed
and available for use.

Depreciation of investment properties are computed using the straight-line method over the
estimated useful lives of the assets. The estimated useful lives and the depreciation method
are reviewed periodically to ensure that the period and method of depreciation are consistent
with the expected pattern of economic benefits from items of investment properties.

The estimated useful lives of investment properties which is comprised of buildings are 25
years.
- 19 -

Investment properties are derecognized when either they have been disposed of, or when
the investment property is permanently withdrawn from use and no future economic benefit
is expected from its disposal. Any gain or loss on the retirement or disposal of an investment
property is recognized in the consolidated statement of income in the year of retirement or
disposal.

A transfer is made to investment property when there is a change in use, evidenced by ending
of owner-occupation, commencement of an operating lease to another party or ending of
construction or development. A transfer is made from investment property when and only
when there is a change in use, evidenced by commencement of owner-occupation or
commencement of development with a view to sale. A transfer between investment property,
owner-occupied property and inventory does not change the carrying amount of the property
transferred nor does it change the cost of that property for measurement or disclosure
purposes.

Property and Equipment


Property and equipment, except for land, are carried at cost less accumulated depreciation
and amortization and any impairment in value. Land is carried at cost less any impairment in
value. The initial cost of property and equipment comprises its construction cost or purchase
price and any directly attributable costs of bringing the asset to its working condition and
location for its intended use, including borrowing costs.

Major repairs are capitalized as part of property and equipment only when it is probable that
future economic benefits associated with the item will flow to the Group and the cost of the
items can be measured reliably. All other repairs and maintenance are charged against
current operations as incurred.

Depreciation and amortization of property and equipment commences once the property and
equipment are available for use and are computed on a straight-line basis over the estimated
useful lives of the property and equipment as follows:

Category Number of Years


Buildings and improvements 15 to 20
Store and warehouse equipment 3 to 5
Delivery and transportation equipment 3 to 12
Machinery and equipment 3 to 12
Office furniture and fixtures 3 to 12

Leasehold improvements are amortized over five (5) years useful life or the term of the lease,
whichever is shorter.

The useful life, residual value and depreciation and amortization methods are reviewed
periodically to ensure that the method and period of depreciation and amortization are
consistent with the expected pattern of economic benefits from items of property and
equipment.

Property and equipment are written-down to its recoverable amount if the carrying amount
is greater than its estimated recoverable amount.

When the assets are retired or otherwise disposed of, both the cost and the related
accumulated depreciation and any impairment in value, are removed from the accounts and
any resulting gain or loss is recognized in the Group consolidated statements of
comprehensive income. Transfers to or from property and equipment are measured at
carrying value of the assets transferred.

Fully depreciated assets are retained in the accounts until they are no longer in use and no
further depreciation is charged to Group consolidated statements of comprehensive income.
- 20 -

Construction in progress included in property and equipment, is stated at cost. This includes
cost of construction and other direct costs. Borrowing costs that are directly attributable to
the construction in progress are capitalized during the construction period. Construction in
progress is not depreciated until such time as the relevant assets are completed and put into
operational use.

Intangible Assets
Intangible assets acquired separately are measured on initial recognition at cost. The cost
of intangible assets acquired in a business combination is their fair value at the date of
acquisition. Following initial recognition, intangible assets are carried at cost less any
accumulated amortization and accumulated impairment losses. Internally generated
intangibles, excluding capitalized development costs, are not capitalized and the related
expenditure is reflected in profit or loss in the period in which the expenditure is incurred.

The useful lives of intangible assets are assessed as either finite or indefinite.

Intangible assets with finite lives are amortized over the useful economic life and assessed
for impairment whenever there is an indication that the intangible asset may be impaired.
The amortization period and the amortization method for an intangible asset with a finite
useful life are reviewed at least at the end of each reporting period. Changes in the expected
useful life or the expected pattern of consumption of future economic benefits embodied in
the asset are considered to modify the amortization period or method, as appropriate, and
are treated as changes in accounting estimates. The amortization expense on intangible
assets with finite lives is recognized in the consolidated statements of profit or loss as the
expense category that is consistent with the function of the intangible assets.

Intangible assets with indefinite useful lives are not amortized, but are tested for impairment
annually, either individually or at the cash-generating unit level. The assessment of indefinite
life is reviewed annually to determine whether the indefinite life continues to be supportable.
If not, the change in useful life from indefinite to finite is made on a prospective basis.

Gains or losses arising from de-recognition of an intangible asset are measured as the
difference between the net disposal proceeds and the carrying amount of the asset and are
recognized in the consolidated statements of income when the asset is derecognized.

Trademarks
Trademarks acquired separately are initially recognized at cost. Following initial recognition,
trademarks are carried at cost less accumulated amortization and any impairment losses.
The Group assesses for impairment whenever there is an indication that these assets may be
impaired. The Group has assessed that certain trademark acquired in a business combination
in the past has indefinite useful lives, thus are not amortized, but tested for impairment
annually, either individually or at the cash-generating unit level. The assessment of indefinite
life is reviewed annually to determine whether the indefinite life continues to be supportable.
If not, the change in useful life from indefinite to finite is made on a prospective basis.

The remaining trademark at current year has finite useful life and is amortized over straight
line basis over its estimated useful life of twenty (20) years. The amortization period and the
amortization method are reviewed at least at each financial year-end. Changes in the
expected useful life or the expected pattern of consumption of future economic benefits
embodied in the asset is accounted for by changing the amortization period or method, as
appropriate, and are treated as changes in accounting estimates. The amortization expense
is recognized in the consolidated statements of income under “Depreciation and amortization”
account in the expense category consistent with the function of the intangible asset.
- 21 -

Goodwill
Goodwill represents the excess of the purchase consideration of an acquisition over the fair
value of the Group’s share of the net identifiable assets acquired at the date of acquisition.
Goodwill is tested for impairment annually or more frequently if events or changes in
circumstances indicate that might be impaired, and is carried at cost less accumulated
impairment losses, if any. Any impairment losses recognized for goodwill are not
subsequently reversed. Gains and losses on the disposal of an entity include the carrying
amount of goodwill relating to the entity sold.

Goodwill is allocated to cash-generating units for the purpose of impairment testing. When
the recoverable amount of cash-generating units is less than the carrying amount, an
impairment loss is recognized. The Group performs its impairment testing at the reporting
date using a value-in-use, discounted cash flow methodology.

Franchise
The Group recognizes franchise as part of its intangible assets when the franchise produces
revenue to the Group and the cost is measurable. At initial recognition, franchise is valued
at cost which is the amount incurred in acquiring the franchise. Franchise whose life has
been determined to be finite is amortized over the years identified. If the life of the franchise
is determined to be indefinite, such franchise is not amortized but tested for impairment.
Franchise is derecognized upon sale or retirement. The difference between the carrying value
and the proceeds shall be recognized in the consolidated statement of profit or loss. Franchise
is amortized on a straight-line basis over its estimated useful life of ten (10) years.

Computer software
Computer software acquired separately are measured on initial recognition at cost. The initial
cost of computer software consists of its purchase price, including import duties, taxes and
any directly attributable cost of bringing the assets to its working condition and location for
intended use. Subsequently, computer software is carried at cost less accumulated
amortization and any accumulated impairment loss.

Acquired computer software is capitalized on the basis of costs incurred to acquire and bring
to use the specific software. Computer software is amortized on a straight-line basis over its
estimated useful life of five (5) years. Costs associated with the development or maintenance
of software cost programs are recognized as expense when incurred in the Group’s
consolidated statements of profit or loss. Software cost 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 is included in the Group’s consolidated
statements of profit or loss in the year of derecognition.

Other Noncurrent Assets


Other noncurrent assets include long-term deposit and advances for land acquisition. Long-
term deposit and others are stated at cost and are classified as noncurrent assets since the
Group expects to utilize these beyond twelve (12) months from the end of the reporting
period.

Deposit for land acquisition mainly represents usufruct rights over a property and initially
recognized at actual amount paid and subsequently stated at cost less any impairment in
value.

Refundable deposits
Refundable deposits arising from long-term leases were measured initially at fair value and
subsequently at amortized cost using the effective interest rate method. The discount is
recognized as part of right-of-use asset and is amortized over the remaining lease term as
at January 1, 2019. Deposits that are current and are relating to short-term leases are
measured at amortized cost which is the amount of consideration given to the lessors as it is
considered a reasonable approximation of fair value.
- 22 -

Business Combinations and Goodwill


Business combinations, except for business combination between entities under common
control, are accounted for using the acquisition method. The cost of an acquisition is
measured as the aggregate of the consideration transferred, measured at acquisition date
fair value and the amount of any NCI in the acquiree. For each business combination, the
acquirer measures the NCI in the acquiree either at fair value or at the proportionate share
of the acquiree’s identifiable net assets. Acquisition-related costs incurred are expensed and
included in general and administrative expenses.

When the Group acquires a business, it assesses the financial assets and financial liabilities
assumed for appropriate classification and designation in accordance with the contractual
terms, economic circumstances and pertinent conditions as at the acquisition date. This
includes the separation of embedded derivatives in host contracts by the acquiree. If the
business combination is achieved in stages, the acquisition date fair value of the acquirer’s
previously held equity interest in the acquiree is remeasured to fair value at the acquisition
date and any gain or loss on remeasurement is recognized in the consolidated statements of
income. It is then considered in the determination of goodwill.

Any contingent consideration to be transferred by the acquirer will be recognized at fair value
at the acquisition date. Subsequent changes to the fair value of the contingent consideration
which is deemed to be an asset or liability, will be recognized in accordance with PFRS 9
either in the consolidated statements of profit or loss, or in the consolidated statements of
comprehensive income. If the contingent consideration is classified as equity, it is not
remeasured until it is finally settled within equity.

Goodwill is initially measured at cost being the excess of the aggregate of the consideration
transferred and the amount recognized for NCI over the net identifiable assets acquired and
liabilities assumed. If this consideration is lower than the fair value of the net assets of the
subsidiary acquired, the difference is recognized in the consolidated statements of income.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses.
For the purpose of impairment testing, goodwill acquired in a business combination is, from
the acquisition date, allocated to each of the Group’s cash-generating units (CGUs) that are
expected to benefit from the combination, irrespective of whether other assets or liabilities
of the acquiree are assigned to those units.

Where goodwill forms part of a CGU and part of the operation within that unit is disposed of,
the goodwill associated with the operation disposed of is included in the carrying amount of
the operation when determining the gain or loss on disposal of the operation. Goodwill
disposed of in this circumstance is measured based on the relative values of the operation
disposed of and the portion of the CGU retained.

Goodwill is reviewed for impairment, annually or more frequently if events or changes in


circumstances indicate that the carrying value may be impaired.

Impairment is determined for goodwill by assessing the recoverable amount of the CGU or
group of CGUs to which the goodwill relates. Where the recoverable amount of the CGU or
group of CGUs is less than the carrying amount of the CGU or group of CGUs to which goodwill
has been allocated, an impairment loss is recognized in the consolidated statement of income.
Impairment losses relating to goodwill cannot be reversed in future periods. The Group
performs it impairment test of goodwill annually every December 31.
- 23 -

Asset Acquisitions
If the assets acquired and liabilities assumed in an acquisition transaction do not constitute
a business as defined under PFRS 3, the transaction is accounted for as an asset acquisition.
The Group identifies and recognizes the individual identifiable assets acquired (including
those assets that meet the definition of, and recognition criteria for, intangible assets) and
liabilities assumed. The acquisition cost is allocated to the individual identifiable assets and
liabilities on the basis of their relative fair values at the date of purchase. Such transaction
or event does not give rise to goodwill. Where the Group acquires a controlling interest in
an entity that is not a business, but obtains less than 100% of the entity, after it has allocated
the cost to the individual assets acquired, it notionally grosses up those assets and recognizes
the difference as non-controlling interests.

Impairment of Nonfinancial Assets


The carrying values of advances to officers and employees, advances to contractors and
suppliers, inventories, prepayments and other current assets (excluding refundable deposits),
deposit for future investment, property and equipment, intangible assets and other
noncurrent assets (except refundable deposits) are reviewed for impairment when events or
changes in circumstances indicate that the carrying value may not be recoverable. If any
such indication exists, and where the carrying values exceed the estimated recoverable
amount, the assets or cash-generating units are written down to their recoverable amount
and impairment losses are recognized in the profit or loss. The recoverable amount of
advances to officers and employees, advances to contractors and suppliers, inventories,
prepayments and other current assets (except refundable deposits), deposit for future
investment, property and equipment, intangible assets and other noncurrent assets (except
refundable deposits) is the greater of net selling price (fair value less cost to sell) and value
in use.

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 time value of
money and the risks specific to the asset.

For an asset that does not generate largely independent cash flows, the recoverable amount
is determined for the cash-generating unit to which the asset belongs. An impairment loss
is charged to operations in the period in which it arises unless the asset is carried at a revalued
amount in which case the impairment is charged to the revaluation increment of the said
asset.

For assets excluding goodwill, an assessment is made at each end of financial reporting period
to determine 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. If that is the case, the carrying amount of the asset is
increased to its recoverable amount. That increased amount cannot exceed the carrying
amount that would have been determined, net of depreciation, had no impairment loss been
recognized for the asset in prior years. Such reversal is recognized in the profit and loss
unless the asset is carried at revalued amount, in which case the reversal is treated as
revaluation increase. After such reversal the depreciation charge is adjusted in future periods
to allocate the asset’s revised carrying amount, less any residual value, on systematic basis
over its remaining useful life.

Deposits for Future Subscriptions


Deposit for future stock subscriptions which are received in view of call for future
subscriptions are stated at actual amount of cash received.

These are classified as part of equity if all of the following are present as of end of the
reporting period:
a. The unissued authorized capital stock of the entity is insufficient to cover the amount of
shares indicated in the contract;
- 24 -

b. There is BOD’s approval on the proposed increase in authorized capital stock (for which
a deposit was received by the Group);
c. There is a stockholders’ approval of said proposed increase; and
d. The application for the approval of the proposed increase has been filed with the SEC.

Customers’ Deposit
Customers’ deposits are noninterest-bearing cash reservation fees received from the Group’s
customers for sales that do not meet the revenue recognition criteria (i.e., transfer of risk
and rewards to customers through actual delivery of merchandise or services) as of reporting
date. Customers’ deposits will be applied against future performance of services which are
generally completed within the next twelve months or will be returned to customers in case
of cancellation of reservation.

Related Party Transactions and Relationships


Related party transactions are transfers of resources, services or obligations between the
Group and its related parties, regardless whether a price is charged. Parties are considered
to be related if one party has the ability to control the other party or exercise significant
influence over the other party in making financial and operating decisions. These parties
include: (a) individuals owning, directly or indirectly through one or more intermediaries,
control or are controlled by, or under common control with the Group; (b) associates; (c)
individuals owning, directly or indirectly, an interest in the voting power of the Group that
gives them significant influence over the Group and close members of the family of any such
individual; and (d) other related parties such as directors, officers, and stockholders.

In considering each possible related party relationship, attention is directed to the substance
of the relationship and not merely on the legal form.

Dividends
Dividend distribution to the Group’s stockholders is recognized as a liability in the
consolidated financial statements in the period in which the dividends are approved or
declared by the Group’s BOD. Dividends are recognized as a liability and deducted from
equity when they are approved by the stockholders of the Group. Dividends for the year that
are approved after the reporting period are dealt with as an event after the reporting period.

Equity
• Capital stock pertains to ordinary stock which are classified as equity. The proceeds from
issuance of the ordinary stock are presented in equity as capital stock to the extent of
the par value of issued shares.
• Additional paid-in capital includes any premiums received on the initial issuance of capital
stock.
• Retained earnings (Deficit) include all current and prior period net income as disclosed in
the consolidated statements of comprehensive income, dividend distributions, effects of
changes in accounting policy and other capital adjustments.
• Other comprehensive income (loss) comprises items of income and expense (including
items previously presented under the consolidated statements of changes in equity) that
are not recognized in the profit or loss in the Group’s consolidated statements of
comprehensive income for the year in accordance with PFRS.
• Net cumulative remeasurement gain (loss) represents the cumulative balance of
remeasurement gain (loss) on retirement benefit obligation.
• Foreign Currency Translation Reserve
The foreign currency translation reserve represents exchange differences arising from
the translation of financial statements of the foreign operations, whose functional
currency is other than Philippine Peso.
- 25 -

Foreign Currency Transactions


Transactions in foreign currencies are initially recorded using the functional currency
exchange rates prevailing at the date of the transaction. Outstanding monetary assets and
liabilities denominated in foreign currencies are restated using the closing functional currency
exchange rate at the end of financial reporting date. All differences are taken to the
consolidated statements of comprehensive income. Non-monetary items that are measured
in terms of historical cost in a foreign currency are translated using the exchange rates at
the dates of the initial transaction.

Foreign Currency Translation of Foreign Operations


The consolidated financial statements are presented in Philippine Pesos, which is the Group’s
functional and presentation currency.

Each subsidiary in the Group determines its own functional currency and items included in
the consolidated financial statements of each subsidiary are measured using that functional
currency. Transactions in foreign currencies are initially recorded in the functional currency
rate on the date of the transaction. Outstanding monetary assets and liabilities denominated
in foreign currencies are retranslated at the functional currency rate of exchange at
consolidated statements of financial position date. All exchange differences are recognized
in consolidated statements of income.

Non-monetary items that are measured in terms of historical cost in a foreign currency are
translated using the exchange rates as at the dates of the initial transactions. Non-monetary
items measured at fair value in a foreign currency are translated using the exchange rates at
the date when the fair value was determined.

For purposes of consolidation, the financial statements of ANI HK, ANI IL, and JFF which are
expressed in Hong Kong dollar (HKD) amounts and financial statements of Fucang which are
expressed in Renminbi (RMB) amounts, have been translated to Peso amounts as follows:
a. assets and liabilities for each statement of financial position presented (i.e., including
comparatives) are translated at the closing rate at the date of the consolidated
statements of financial position;
b. income and expenses for each statement of profit or loss (i.e., including comparatives)
are translated at exchange rates at the average monthly prevailing rates for the year;
and
c. all resulting exchange differences are taken in the consolidated statements of other
comprehensive income.

Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments
to the carrying amounts of assets and liabilities arising on the acquisition are treated as
assets and liabilities of the foreign operation and translated at the closing rate.

Cumulative Translation Adjustments


This arises from exchange differences arising on a monetary item that forms part of the
Group's net investment in a foreign operation. In the consolidated financial statements, such
exchange differences shall be recognized initially in OCI. On the disposal of a foreign
operation, the cumulative amount of the exchange differences relating to that foreign
operation, recognized in OCI and accumulated in the separate component of equity, shall be
reclassified from equity to profit or loss when the gain or loss on disposal is recognized.

Revenue Recognition
Revenue is recognized to the extent that is probable that the economic benefits will flow to
the Group and the revenue, related cost incurred or to be incurred/cost to complete the
transactions can be reliably measured. The Group assesses its revenue arrangements against
specific criteria in order to determine if it is acting as a principal or agent. The Group has
concluded that it is acting as a principal in all of its revenue arrangements. Revenue is
measured at the fair value of the consideration received or receivable taking into account any
trade discounts, prompt settlement of discounts and volume rebates allowed by the Group,
if any. Revenue excludes any value added tax.
- 26 -

Revenue Contracts with Customers


The Group recognizes revenue to depict the transfer of promised goods or services to the
customer in an amount that reflects the consideration to which the entity expects to be
entitled in exchange for those goods or services. The Group applies the following five steps:

1. Identify the contract(s) with a customer;


2. Identify the performance obligations in the contract. Performance obligations are
promises in a contract to transfer to a customer goods or services that are distinct;
3. Determine the transaction price. The transaction price is the amount of consideration to
which an entity expects to be entitled in exchange for transferring promised goods or
services to a customer. If the consideration promised in a contract includes a variable
amount, an entity must estimate the amount of consideration to which it expects to be
entitled in exchange for transferring the promised goods or services to a customer;
4. Allocate the transaction price to each performance obligation on the basis of the relative
stand-alone selling prices of each distinct good or service promised in the contract;
5. Recognize revenue when a performance obligation is satisfied by transferring a promised
good or service to a customer (which is when the customer obtains control of that good
or service). A performance obligation may be satisfied at a point in time (typically for
promises to transfer goods to a customer) or over time (typically for promises to transfer
services to a customer). For a performance obligation satisfied over time, an entity would
select an appropriate measure of progress to determine how much revenue should be
recognized as the performance obligation is satisfied.

Sale of goods
Revenue from the sale of goods in the ordinary course of business is measured at the fair
value of the consideration received or receivable, net of returns, trade discounts and volume
rebates. The revenue from the sale of goods is recognized upon delivery of the goods when
the significant risks and rewards of ownership of the goods are transferred to the buyer.

Real estate sales


The Group derives its real estate revenue from sale of residential and commercial units.
Revenue from the sale of these real estate projects under pre-completion stage are
recognized over time during the construction period (or percentage of completion) since
based on the terms and conditions of its contract with the buyers, the Group’s performance
does not create an asset with an alternative use and the Group has an enforceable right to
payment for performance completed to date.

In measuring the progress of its performance obligation over time, the Group uses the input
method. The Group recognizes revenue on the basis of the efforts or inputs to the satisfaction
of a performance obligation (resources consumed, labor hours expended, costs incurred)
relative to the total expected inputs to the satisfaction of that performance obligation.

Any excess of progress of work over the right to an amount of consideration that is
unconditional, recognized as residential and office development receivables, under trade
receivables, is included in the “contract asset” account in the asset section of the consolidated
statements of financial position.

Any excess of collections over the total of recognized trade receivables and contract assets
is included in the “contract liabilities” account in the liabilities section of the consolidated
statements of financial position.
- 27 -

Cost recognition
The Group recognizes costs relating to satisfied performance obligations as these are incurred
taking into consideration the contract fulfillment assets such as connection fees. These
include costs of land, land development costs, building costs, professional fees, depreciation,
permits and licenses and capitalized borrowing costs. These costs are allocated to the
saleable area, with the portion allocable to the sold area being recognized as costs of sales
while the portion allocable to the unsold area being recognized as part of real estate
inventories.

Contract costs include all direct materials and labor costs and those indirect costs related to
contract performance. Expected losses on contracts are recognized immediately when it is
probable that the total contract costs will exceed total contract revenue. Changes in contract
performance, contract conditions and estimated profitability, including those arising from
contract penalty provisions, and final contract settlements which may result in revisions to
estimated costs and gross margins are recognized in the year in which the changes are
determined.

Service income
Service income is recognized to the extent of actual services delivered during the period.

Franchise
Franchise fees may cover the supply of initial and subsequent services, equipment and other
tangible assets, and know-how. Accordingly, franchise fees are recognized as revenue on a
basis that reflects the purpose for which the fees were charged. Fees charged for the use of
continuing rights granted by the agreement, or for other services provided during the period
of the agreement, are recognized as revenue as the services are provided or the rights used.

Royalty
Royalty is recognized on an accrual basis in accordance with substance of the relevant
agreement.

Rental Income
Rental income is recognized in the profit or loss on a straight-line basis over the lease term.

Gain from Sale of Property and Equipment


Realized gains and losses are recognized when the sale transaction occurs.

Interest Income
Interest income is recognized using the effective interest method on a time proportion basis
that reflects the effective yield on the assets.

Other income
Other income is recognized when the related income is earned on an accrual basis in
accordance with the relevant structure of transaction or agreements.

Contract Balances
Receivables
A receivable represents the Group’s right to an amount of consideration that is unconditional
(i.e., only the passage of time is required before payment of the consideration is due).

Contract assets
A contract asset is the right to consideration in exchange for goods or services transferred to
the customer. If the Group performs by transferring goods or services to a customer before
the customer pays consideration or before payment is due, a contract asset is recognized for
the earned consideration that is conditional.
- 28 -

Contract liabilities
A contract liability is the obligation to transfer goods or services to a customer for which the
Group has received consideration (or an amount of consideration is due) from the customer.
If a customer pays consideration before the Group transfers goods or services to the
customer, a contract liability is recognized when the payment is made or the payment is due
(whichever is earlier). Contract liabilities are recognized as revenue when the Group
performs under the contract.

The contract liabilities also include payments received by the Group from the customers for
which revenue recognition has not yet commenced.

Costs to obtain contract


The incremental costs of obtaining a contract with a customer are recognized as an asset if
the Group expects to recover them. The Group has determined that commissions paid to
brokers and marketing agents on the sale of pre-completed real estate units are deferred
when recovery is reasonably expected and are charged to expense in the period in which the
related revenue is recognized as earned. Commission expense is included in the “Real estate
costs and expenses” account in the consolidated statement of profit or loss.

Costs incurred prior to obtaining contract with customer are not capitalized but are expensed
as incurred.

Amortization, derecognition and impairment of capitalized costs to obtain a contract


The Group amortizes capitalized costs to obtain a contract to cost of sales over the expected
construction period using percentage of completion following the pattern of real estate
revenue recognition. The amortization is included within cost of sales.

A capitalized cost to obtain a contract is derecognized either when it is disposed of or when


no further economic benefits are expected to flow from its use or disposal.

At each reporting date, the Group determines whether there is an indication that cost to
obtain a contract maybe impaired. If such indication exists, the Group makes an estimate
by comparing the carrying amount of the assets to the remaining amount of consideration
that the Group expects to receive less the costs that relate to providing services under the
relevant contract. In determining the estimated amount of consideration, the Group uses
the same principles as it does to determine the contract transaction price, except that any
constraints used to reduce the transaction price will be removed for the impairment test.

Where the relevant costs or specific performance obligations are demonstrating marginal
profitability or other indicators of impairment, judgement is required in ascertaining whether
or not the future economic benefits from these contracts are sufficient to recover these
assets. In performing this impairment assessment, management is required to make an
assessment of the costs to complete the contract. The ability to accurately forecast such
costs involves estimates around cost savings to be achieved over time, anticipated
profitability of the contract, as well as future performance against any contract-specific
performance indicators that could trigger variable consideration, or service credits. Where a
contract is anticipated to make a loss, these judgements are also relevant in determining
whether or not an onerous contract provision is required and how this is to be measured.

Cost and Expense Recognition


Cost and expenses are recognized in profit or loss when decrease in future economic benefits
related to a decrease in an asset or an increase of a liability has arisen that can be measured
reliably. Except for borrowing costs attributable to qualifying assets, all finance costs are
recognized in profit or loss.

• Costs of sales and services


Costs of sales consist of costs directly associated with the Group’s operations. These are
generally recognized when the cost is incurred.
- 29 -

• General and administrative expenses


General and administrative expenses consist of costs associated with the direction and
general administration of day-to-day operation of the Group. These are generally
recognized when the expense is incurred.

• Other charges
Other charges include other expenses which are incidental to the Group’s business
operations and are not recognized in the Group consolidated statements of comprehensive
income (loss).

Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset
that necessarily takes a substantial period of time to get ready for its intended use or sale
are capitalized as part of the cost of the asset.

Borrowing costs are generally expensed as incurred. Borrowing costs incurred during the
construction period on loans and advances used to finance construction and property
development are capitalized as part of Construction in progress included under “Property and
equipment” account in the consolidated statements of financial position. Capitalization of
borrowing costs commences when the activities to prepare the asset are in progress and
expenditures and borrowing costs are being incurred. Capitalization of borrowing costs
ceases when substantially all the activities necessary to prepare the asset for its intended
use are complete. If the carrying amount of the asset exceeds its recoverable amount, an
impairment loss is recorded. Capitalized borrowing cost is based on applicable weighted
average borrowing rate.

All other borrowing costs are charged to operations in the period in which they are incurred.

Employee benefits
• Short-term benefits
Short-term employee benefits are recognized as expense in the period when the
economic benefits are given. Unpaid benefits at the end of the financial reporting period
are recognized as accrued expense while benefits paid in advance are recognized as
prepayment to the extent that it will lead to a reduction in future payments. Short-term
benefits given by the Group to its employees include salaries and wages, social security
contributions, short-term compensated absences, bonuses and non-monetary benefits.

• Retirement benefits
Retirement benefits liability, as presented in the consolidated statements of financial
position, 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, adjusted for the
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. The retirement benefit costs comprise of the
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.
- 30 -

Net interest on the net defined benefit liability or asset is the change during the period
in the net defined benefit 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 profit or loss.

Remeasurements comprising actuarial gains and losses, return on plan assets 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 reclassified to profit or loss in subsequent
periods.

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

• Employee Leave Entitlement


Employee entitlements to annual leave are recognized as a liability when they are
accrued to the employees. The undiscounted liability for leave expected to be settled
wholly before twelve months after the end of the annual reporting period is recognized
for services rendered by employees up to the end of the reporting period.

• Termination Benefits
Termination benefits are employee benefits provided in exchange for the termination of
an employee's employment as a result of either an entity's decision to terminate an
employee's employment before the normal retirement date or an employee's decision to
accept an offer of benefits in exchange for the termination of employment.

A liability and expense for a termination benefit is recognized at the earlier of when the
entity can no longer withdraw the offer of those benefits and when the entity recognizes
related restructuring costs. Initial recognition and subsequent changes to termination
benefits are measured in accordance with the nature of the employee benefit, as either
post-employment benefits, short-term employee benefits, or other long-term employee
benefits.

• Compensated absences
The Group recognizes the expected cost of accumulating compensated absences when
the employees render service that increases their entitlement to future compensated
absences. The Group measures cost of accumulating the compensated absences at the
undiscounted additional amount that the entity expects to pay as a result of the unused
entitlement that has accumulated at the end of reporting period.

A liability and expense for a termination benefit is recognized at the earlier of when the
entity can no longer withdraw the offer of those benefits and when the entity recognizes
related restructuring costs. Initial recognition and subsequent changes to termination
benefits are measured in accordance with the nature of the employee benefit, as either
post-employment benefits, short-term employee benefits, or other long-term employee
benefits.

Leases
Policies beginning January 1, 2019
The Parent Company assesses whether the contract is, or contains, a lease. To assess
whether a contract conveys the right to control the use of an identified assets for a period of
time, the Parent Company assesses whether, throughout the period of use, it has the right
to obtain substantially all the economic benefits from the use of the identified asset and the
right to direct the use of the asset. If the Parent Company has the right to control the use
of an identified asset only for a portion of the term of the contract, the contract contains a
lease for that portion of the term.
- 31 -

Company as a lessee
Initial recognition of right-of-use (ROU) asset and lease liability
For leases that were classified as finance leases under PAS 17, the carrying amount of the
right-of-use (ROU) asset and the lease liability as at January 1, 2019 are determined as the
carrying amount of the lease asset and lease liability under PAS 17 immediately before that
date.

For long-term leases that were classified as operating leases under PAS 17, the Group
measures at commencement date the right-of-use asset at cost which comprise the initial
amount of lease liability adjusted for any lease payments made at or before the
commencement date.

The Group at commencement date measures the lease liability at the present value of the
lease payments that are not paid at that date. The lease payments are discounted using the
interest rate implicit in the lease or, if that rate cannot be determined, the Group’s
incremental borrowing rate shall be used. The Group determines its incremental borrowing
rate by obtaining interest rates from various external financing sources and makes certain
adjustments to reflect the terms of the lease and type of the asset leased.

Subsequent recognition of right-of-use (ROU) asset and lease liability


Subsequently, ROU assets are measured at cost, less any accumulated amortization and
impairment losses, and adjusted for any remeasurement of lease liability. ROU assets are
generally depreciated over the shorter of the asset's useful life and the lease term on a
straight-line basis. If the Company is reasonably certain to exercise a purchase option, the
ROU assets are depreciated over the underlying asset’s useful life. Otherwise, the Company
will depreciate the right-of-use asset from the commencement date to the earlier of the end
of the useful life of each right-of-use asset or the end of lease term. In addition, the right-
of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain
remeasurements of the lease liability.

Lease liabilities are subsequently measured at amortized cost. Lease payments are allocated
between principal and finance cost. The finance cost is charged to profit or loss over the
lease period so as to produce a constant periodic rate of interest on the remaining balance
of the liability for each period.

Lease terms are negotiated on an individual basis and contain similar terms and conditions.
The lease agreements do not impose any covenants other than the security interests in the
leased assets that are held by the lessor. Leased assets may not be used as security for
borrowing purposes.

Short-term leases and leases of low-value assets


The Group applies the lease of low-value assets recognition exemption to leases of office
equipment that are considered of low value (i.e., below US $5,000 or =260,000).
P Short-
term leases are leases with a lease term of 12 months or less. Lease payments for low value
assets and short-term leases are recognized as expense on a straight-line basis over the
lease term.

The Group has elected not to recognize right-of-use asset and lease liability for short-term
leases. The Parent Company recognizes the lease payments associated on short-term lease
as rent expense in profit or loss on a straight-line basis over the lease term.

Company as a lessor
The Parent Company’s accounting policy under PFRS 16 has not changed from the
comparative period. As a lessor the Group classifies its leases as either operating or finance
leases. A lease is classified as a finance lease if it transfers substantially all the risks and
rewards incidental to ownership of the underlying asset, and classified as an operating lease
if it does not.
- 32 -

The Parent Company recognizes lease payments received under operating leases as income
on a straight-line basis over the lease term in profit or loss.

Policies prior to January 1, 2019


The Group determines whether an arrangement is, or contains a lease based on the substance
of the arrangement. It makes an assessment of whether the fulfillment of the arrangement
is dependent on the use of a specific asset or assets and the arrangement conveys a right to
use the asset.

Leases are classified as finance leases whenever the term of the lease transfer substantially
all the risks and rewards of ownership to the lessee. All other leases are classified as
operating leases. Rental expenses under operating leases are recognized as expense in the
consolidated statements of comprehensive income on a straight-line basis over the term of
the lease.

A reassessment is made after inception of the lease only if one of the following applies:
a. there is a change in contractual terms, other than a renewal or extension of the
arrangement;
b. a renewal option is exercised or 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 fulfillment is dependent on a specified
asset; or
d. there is a substantial change to the asset.

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

Finance lease
A lease is classified as a finance lease if it transfers substantially all the risks and rewards
incident to ownership. All other leases are classified as operating leases. Classification is
made at the inception of the lease. Situations that would normally lead to a lease being
classified as a finance lease include the following:
a. the lease transfers ownership of the asset to the lessee by the end of the lease term;
b. the lessee has the option to purchase the asset at a price which is expected to be
sufficiently lower than fair value at the date the option becomes exercisable that, at the
inception of the lease, it is reasonably certain that the option will be exercised;
c. the lease term is for the major part of the economic life of the asset, even if title is not
transferred;
d. at the inception of the lease, the present value of the minimum lease payments amounts
to at least substantially all of the fair value of the leased asset;
e. the lease assets are of a specialized nature such that only the lessee can use them without
major modifications being made;
f. if the lessee is entitled to cancel the lease, the lessor's losses associated with the
cancellation are borne by the lessee;
g. if there is a secondary rental period at below market rates; and
h. if the residual value risk is borne by the lessee.

Finance Lease Commitments – Group as a Lessee


The Group has entered into commercial leases of transportation and warehousing equipment.
The Group has determined that it acquires all the significant risks and rewards of ownership
on this equipment and therefore accounts for these under finance lease.
- 33 -

At commencement of the lease, finance leases are recorded as an asset and a liability at the
lower of the fair value of the asset and the present value of the minimum lease payments
discounted at the interest rate implicit in the lease or using the Group’s incremental borrowing
rate. Finance lease payments is apportioned between the finance charge and the reduction
of the outstanding liability. The underlying asset is depreciated on a straight-line basis over
its estimated useful life. If there is no reasonable certainty that the Group will obtain
ownership at the end of the lease, the asset is depreciated over the shorter of the lease term
or the estimated life of the asset.

Operating Lease – Group as a Lessee


Lease of assets under which the lessor effectively retains all risks and reward of ownership
are classified as operating lease. Operating lease payments are recognized as expense in
profit or loss as these accrue on a monthly basis in accordance with the substance of
contractual agreement. Associated costs such as repairs and maintenance and business
taxes are expensed when incurred.

Operating Lease – Group as a Lessor


Leases where the Group retains substantially all the risks and benefits of ownership of the
asset are classified as operating leases. Initial direct costs incurred in negotiating an
operating lease are added to the carrying amount of the leased asset and recognized over
the lease term on the same basis as rental income.

Basic/Diluted Earnings (Loss) Per Share


Basic Earnings Per Share (EPS)
Basic EPS amounts are calculated by dividing the net income (loss) attributable to ordinary
equity holders of the parent by the weighted average number of ordinary shares outstanding,
after giving retroactive effect for any stock dividends, stock splits or reverse stock splits
during the year.

Diluted EPS
Diluted EPS amounts are calculated by dividing the net income attributable to ordinary equity
holders of the Group by the weighted average number of ordinary shares outstanding,
adjusted for any stock dividends declared during the year plus weighted average number of
ordinary shares that would be issued on the conversion of all the dilutive ordinary shares into
ordinary shares, excluding treasury shares.

Income Tax
Income tax expense consists of current and deferred income tax.

Current income tax


The tax currently due is based on taxable income for the year. Taxable income differs from
income as reported in the consolidated statements of comprehensive income because it
excludes items of income or expenses that are taxable or deductible in other years and it
further excludes items that are never taxable or deductible. The Group’s liability for current
income tax is calculated using tax rates that have been enacted or substantively enacted at
the end of financial reporting period.

Deferred income tax


Deferred tax is provided, using the balance sheet method, on all temporary differences at the
end of financial reporting period between the tax bases of assets and liabilities and their
carrying amounts for financial reporting purposes. Deferred tax assets are recognized for all
deductible temporary differences to the extent that it is probable that taxable profit will be
available against which the deductible temporary difference can be utilized. Deferred tax
liabilities are recognized for all taxable temporary differences. Deferred tax assets and
liabilities are measured using the tax rate that is expected to apply to the period when the
asset is realized or the liability is settled.
- 34 -

The carrying amount of deferred tax assets is reviewed at end of each financial reporting
period and reduced to the extent that it is not probable that sufficient taxable profit will be
available to allow all or part of the deferred tax assets to be utilized. The Group also
reassesses at each reporting date the need to recognize a previously unrecognized deferred
income tax asset.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset
current tax assets against current tax liabilities.

Income tax relating to items recognized directly in equity is recognized in equity and in other
comprehensive income.

Segment Reporting
For management purposes, the Group is organized into operating segments according to the
nature of the sales and the services provided, with each segment representing a strategic
business unit that offers different products and serves different markets. Financial
information on business segments is presented in Note 33 to the consolidated financial
statements.

Provisions
Provisions are recognized only when the following conditions are met: a) there exists a
present obligation (legal or constructive) as a result of past event; b) it is probable (i.e. more
likely than not) that an outflow of resources embodying economic benefits will be required to
settle the obligation; and c) reliable estimate can be made of the amount of the obligation.
Provisions are reviewed at end of each financial reporting period and adjusted to reflect the
current best estimate.

Contingencies
Contingent liabilities are not recognized in the consolidated financial statements. These are
disclosed in the notes to the consolidated financial statements unless the possibility of an
outflow of resources embodying economic benefits is remote. Contingent assets are not
recognized in the consolidated financial statements but disclosed when an inflow of economic
benefits is probable.

Events after the Reporting Period


Post year-end events that provide additional information about the Group’s position at the
end of reporting period (adjusting events) are reflected in the consolidated financial
statements. Post year-end events that are not adjusting events are disclosed in the notes to
the consolidated financial statements when material.

Restatements of Account Balances


When a new or change in accounting policy is applied retrospectively in accordance with the
transitional provision, guidance or requirement of such new or amended accounting policy,
the Group adjusts the opening balance of each affected component of equity for the earliest
prior period presented and the other comparative amounts disclosed for each prior period
presented as if the new or amended accounting policy had always been applied.

When an error is discovered in subsequent period, the prior periods errors are corrected
retrospectively in the first set of consolidated financial statements authorized for issue after
their discovery by restating the comparative amounts of prior periods which the error
occurred; or if the error occurred before the earliest period presented, restating the opening
balances of assets, liabilities and equity for the earliest prior period presented.
- 35 -

5. Significant Accounting Judgments, Estimates and Assumptions

The preparation of the Group’s consolidated financial statements requires management to


make estimates and assumptions that affect the amounts reported in the consolidated
financial statements and accompanying notes. The estimates and assumptions used in the
accompanying consolidated financial statements are based upon management’s evaluation
of relevant facts and circumstances as of the date of the consolidated financial statements.
Actual results could differ from such estimates. The effect of any changes in estimates will
be recorded in the Group’s consolidated financial statements when determinable.

Estimates and judgments are continually evaluated and are based on historical experience
and other factors, including expectations of future events that are believed to be reasonable
under the circumstances.

Judgments
In the process of applying the Group’s accounting policies, management has made the
following judgments, apart from those involving estimations, which has the most significant
effect on the amounts recognized in the consolidated financial statements:

• Assessing Going Concern


The management has made an assessment at the Group's ability to continue as a going
concern and as is satisfied that the Group has the resources to continue the business for
the foreseeable future. The Group’s continued operations as a going concern depends
upon the successful outcome of efforts to achieve profitable operations and generate
sufficient cash flows to meet obligations on a timely basis. The Group generated a net
income of =84.7
P million in 2019 and =25.7
P million in 2018. Management believes that
with its continued efforts in building up equity and profitability, the Group will continue
to operate in the normal course. Therefore, the consolidated financial statements
continue to be prepared on the going concern basis.

• Determination of Control
The Group determines control when it is exposed, or has rights, to variable returns from
its involvement with an entity and has the ability to affect those returns through its power
over the equity. The Group controls an entity if and only if the Group has all of the
following:
o Power over the entity;
o Exposure, or rights, to variable returns from its involvement with the entity; and
o The ability to use its power over the entity to affect the amount of the Group's
returns.

The Group regularly reassesses whether it controls an investee if facts and circumstances
indicate that there are changes to one or more of the three elements of control listed
above. The Group determined that it exercises control on all of its subsidiaries as it has
all the elements of control listed above.

• Determination of Functional Currency


Based on the economic substance of the underlying circumstances relevant to the Group,
the functional currency of the Group has been determined to be the Philippine Peso. The
Philippine Pesos is the currency of the primary economic environment in which the Group
operates. It is the currency that mainly influences the sale of real properties, services,
and investments and the costs of providing the services and of the sold investments.

• Classification of Financial Instruments and Measurement Criteria


The Group classifies financial assets at initial recognition depends on the financial assets
contractual cash flows characteristics of the Group’s business model for managing
them. The financial liability is classified in accordance with the substance of the
contractual agreement and the definition of financial liability. The substance of financial
liability, rather than its legal form, governs its classification in the statements of financial
position.
- 36 -

The Group determines the classification at initial recognition and reevaluates this
designation at every reporting date.

• Determination of Fair Value of Financial Instruments


The Group carries certain instruments at fair value and discloses also the fair values of
financial instruments, which requires extensive use of accounting estimates and
judgment. While significant components of fair value measurement were determined
using verifiable objective evidence, the amount of changes in fair value would differ if the
Group utilized different valuation methodologies and assumptions. Any changes in fair
value of these financial assets and liabilities would affect profit or loss and equity.

The summary of the carrying values and fair values of the Group’s financial instruments
as at December 31, 2019 and 2018 is shown in Note 29.

• Existence of a Contract
Sale of Real Estate
The Group’s primary document for a contract with a customer from real estate sale is a
signed contract to sell. It has determined, however, that in cases wherein contract to
sell are not signed by both parties, the combination of its other signed documentation
such as reservation agreement, official receipts, buyers’ computation sheets and invoices,
would contain all the criteria to qualify as contract with the customer under PFRS 15.

In addition, part of the assessment process of the Group before revenue recognition is to
assess the probability that the Group will collect the consideration to which it will be
entitled in exchange for the real estate property that will be transferred to the customer.

In evaluating whether collectibility of an amount of consideration is probable, an entity


considers the significance of the customer’s initial payments in relation to the total
contract price. Collectibility is also assessed by considering factors such as past history
with the customer, age and pricing of the property. Management regularly evaluates the
historical cancellations and back-outs if it would still support its current threshold of
customers’ equity before commencing revenue recognition.

Sale of Goods
The Group applied PFRS 15 guidance to a portfolio of exports and local distribution
groups with similar characteristics as the Group reasonably expects that the effects on
the consolidated financial statements of applying this guidance to the portfolio would not
differ materially from applying this guidance to the individual contracts with the same
contract provisions.

• Revenue Recognition
Sale of Real Estate Revenue Recognition and Measure of Progress
The Group concluded that revenue for real estate sales is to be recognized over time
because: (a) the Group’s performance does not create an asset with an alternative use
and; (b) the Group has an enforceable right for performance completed to date. The
promised property is specifically identified in the contract and the contractual restriction
on the Group’s ability to direct the promised property for another use is substantive. This
is because the property promised to the customer is not interchangeable with other
properties without breaching the contract and without incurring significant costs that
otherwise would not have been incurred in relation to that contract.

In addition, under the current legal framework, the customer is contractually obliged to
make payments to the developer up to the performance completed to date. In addition,
the Group requires a certain percentage of buyer's payments of total selling price (buyer's
equity), to be collected as one of the criteria in order to initiate revenue recognition.
Reaching this level of collection is an indication of buyer’s continuing commitment and
the probability that economic benefits will flow to the Group. The Group considers that
the initial and continuing investments by the buyer of about 10% would demonstrate the
buyer’s commitment to pay.
- 37 -

The Group has determined that input method used in measuring the progress of the
performance obligation faithfully depicts the Group’s performance in transferring control
of real estate development to the customers.

Identifying Performance Obligation for Sale of Goods


The Group identifies performance obligations by considering whether the promised
goods or services in the contract are distinct goods or services. A good or service is
distinct when the customer can benefit from the good or service on its own or together
with other resources that are readily available to the customer and the Group’s promise
to transfer the good or service to the customer is separately identifiable from the other
promises in the contract. The Group delivers the best quality produce by exporting and
locally distributing all kinds of fruits and vegetables and other agri-products but its main
products are bananas, mangoes, and coconut water.

The Group determined that the delivered various agri-products are capable of being
distinct and therefore considered as separate performance obligations.

• Incorporation of Forward-looking Information


The Group incorporates forward-looking information into both its assessment of whether
the credit risk of an instrument has increased significantly since its initial recognition and
its measurement of ECL.

The Group considers a range of relevant forward-looking macro-economic assumptions


for the determination of unbiased general industry adjustments and any related specific
industry adjustments that support the calculation of ECLs. Based on the Group’s
evaluation and assessment and after taking into consideration external actual and
forecast information, the Group formulates a ‘base case’ view of the future direction of
relevant economic variables as well as a representative range of other possible forecast
scenarios. This process involves developing two or more additional economic scenarios
and considering the relative probabilities of each outcome. External information includes
economic data and forecasts published by governmental bodies, monetary authorities
and selected private-sector and academic institutions.

The base case represents a most-likely outcome and is aligned with information used by
the Group for other purposes such as strategic planning and budgeting. The other
scenarios represent more optimistic and more pessimistic outcomes. Periodically, the
Group carries out stress testing of more extreme shocks to calibrate its determination of
these other representative scenarios. The Group has identified and documented key
drivers of credit risk and credit losses of each portfolio of financial instruments and, using
an analysis of historical data, has estimated relationships between macro-economic
variables and credit risk and credit losses.

• Classification of Leases
Beginning January 1, 2019
For leases that were classified as finance leases under PAS 17, the carrying amount of
the right-of-use asset and the lease liability as at January 1, 2019 are determined at the
carrying amount of the lease asset and lease liability under PAS 17 immediately before
that date.

The Group has elected not to recognize right-of-use assets and lease liabilities for leases
of low-value assets and short-term leases. The Company recognizes the lease payments
associated with these leases as an expense on a straight-line basis over the lease term.

Prior to January 1,2019


Management assesses at the inception of the lease whether arrangement is finance or
operating lease based on who bears substantially all the risks and benefits incidental to
ownership of the leased item.
- 38 -

The Group as a lessee has entered into a lease contract for its office spaces where it has
determined that the risks and rewards related to the property are retained by the lessor.
As such, the agreement is accounted for as operating lease. Rent expense incurred is
shown in Note 27.

The Group as a lessee has determined that the risks and rewards related to the various
machineries and transportation equipment are transferred to the Group, thus, are
classified as finance lease.

Rent expense and interest expense related to the finance lease is shown in Note 27.

The Group as a lessor has determined, based on an evaluation of the terms and conditions
of the arrangements, that it retains all significant risks and rewards of ownership of the
properties and, thus accounts for the contracts as operating leases. Rent income
recognized is shown in Note 27.

• Determining the Lease Term for Operating Leases (applicable starting January 1, 2019
upon the adoption of PFRS 16)
In determining the lease term, the management considers all facts and circumstances
that create an economic incentive to exercise an extension option. Extension options are
only in included in the lease term if the lease is reasonably certain to be extended or not
terminated.

For the lease of office space, the following relevant factors are considered in assessing
the extension and termination options:

o If there are significant penalties to terminate (or not extend), the Parent Company
is typically reasonably certain to extend (or not terminate).
o If any leasehold improvements are expected to have a significant remaining value,
the Parent Company is typically reasonably certain to extend (or not terminate).
o If there are significant costs and business disruption is required to replace the leased
asset.

Moreover, the Group incurred significant leasehold improvements on the leased


property. Hence, the termination option was not considered in the lease liability as the
Parent Company will be subject to significant amount of penalties should the termination
option become exercisable.

All these factors being considered, the Group measured the lease liability using the
remaining term of the lease based on the lease agreement at the date of initial application
of the standard, January 1, 2019.

The lease term is reassessed if an option is actually exercised (or not exercised) or the
Group becomes obliged to exercise (or not exercise) it. The assessment of reasonable
certainty is only revised if a significant event or a significant change in circumstances
occurs, which affects this assessment, and that is within the control of the lessee.

• Distinction of land between real estate inventories and investment properties


The Group determines whether a property will be classified as real estate inventories or
investment properties. In making this judgment, the Group considers whether the
property will be sold in the normal operating cycle (real estate inventories). All other
properties that are not yet determined to be sold in the normal operating cycle are
classified as investment properties.
- 39 -

• Evaluation of net realizable value of real estate inventories


The Group adjusts the cost of its real estate inventories to net realizable value based on
its assessment of the recoverability of the inventories. NRV for completed real estate
inventories is assessed with reference to market conditions and prices existing at the
reporting date and is determined by the Group in the light of recent market transactions.
NRV in respect of real estate inventories under construction is assessed with reference to
market prices at the reporting date for similar completed property, less estimated costs
to complete construction and less estimated costs to sell. The amount and timing of
recorded expenses for any period would differ if different judgments were made or
different estimates were utilized. See Note 8 for the related balances.

Estimates
The key estimates and assumptions concerning the future and other key sources of estimation
uncertainty as at the end of the reporting period, that have the most significant risk of causing
a material adjustment to the carrying amounts of assets and liabilities within the next
financial year are discussed below:

• Revenue and cost recognition on real estate projects


The Group’s revenue recognition and cost policies require management to make use of
estimates and assumptions that may affect the reported amounts of revenues and costs.
The Group’s revenue from real estate and construction contracts is recognized based on
the percentage of completion are measured principally on the basis of the estimated
completion of a physical proportion of the contract work. Apart from involving significant
estimates in determining the quantity of imports such as materials, labor and equipment
needed, the assessment process for the POC is complex and the estimated project
development costs requires technical determination by management’s specialists (project
engineers).

• Estimating Allowance for Impairment Losses on Financial Assets


The Group applies general approach for determining the expected credit losses of cash in
banks, nontrade receivables, due from related parties and stockholder, and refundable
deposit. A credit loss is the difference between the cash flows that are expected to be
received discounted at the original effective interest rate and contractual cash flows in
accordance with the contract. The loss allowance for financial assets are based on the
assumptions about risk of default and expected loss rates. In addition, management’s
assessment of the credit risk on the financial assets as at the reporting date is low as
cash in banks are deposited in top local banks, nontrade receivables are insignificant in
amount and the Group have not yet demanded the payment of advances as at reporting
date. No additional allowance for impairment of cash in banks and nontrade receivables
was recognized as at December 31, 2019 and 2018.

The Group applies the simplified approach in trade receivables to measure expected credit
losses which uses a lifetime expected loss allowance for all receivables and financial asset
at amortized costs. The Group has established a provision matrix that is based on its
historical credit loss experience, adjusted for forward-looking factors specific to the
debtors and the economic environment. Detailed information regarding the Company’s
impairment of financial assets are discussed in Note 28.

The Group recognized provision for impairment of trade receivables amounting to


=6.9
P million in 2019, =52.6
P million in 2018 and =4.1
P million in 2017.

In 2019, the Group recognized provision for impairment of due from related parties and
=6.2
P million.

The Group also written off trade receivables and due from related parties amounting to
=428,267
P and =3.9
P million in 2019, respectively.

Allowance for impairment losses on trade and other receivables as at December 31, 2019
and 2018 amounted to =86.4
P million and =107.3
P million, respectively. The carrying
values of trade and other receivables are shown in Note 7.
- 40 -

• Estimation of Net Realizable Value of Inventories


The Group determines the net realizable value of inventories annually in accordance with
the accounting policy stated herein. In determining the net realizable value, the Group
considers the current selling price of the product and the estimated cost to sell.

The carrying value of inventories as at December 31, 2019, and 2018 is shown in
Note 8.

• Estimation of Allowance for Inventory Obsolescence


Provision is established based on specific identification of slow-moving, damaged and
obsolete inventories and charged to operations. In case there is write-off or disposal of
slow-moving items during the year, a reduction in the allowance for obsolescence is
made. Any increase in allowance for obsolescence would increase operating expenses
and decrease inventory. An item that is determined to have zero recoverable value is
written-off to expense.

No allowance for inventory obsolescence is provided in the consolidated statements of


comprehensive income as at December 31, 2019, 2018 and 2017.

• Estimation on Useful Lives of Property and Equipment, ROU Assets, and Intangible Assets
Useful lives of property and equipment, ROU assets, computer software, franchise and
certain trademark are estimated based on the period over which these assets are
expected to be available for use. Such estimation is based on a collective assessment
of industry practice, internal technical evaluation and experience with similar assets.
The estimated useful life of each asset is reviewed periodically and updated if
expectations differ from previous estimates due to physical wear and tear, technical or
commercial obsolescence and legal or other limits on the use of the asset.

It is possible, however, that future results of operations could be materially affected by


changes in the amounts and timing of recorded expenses brought about by changes in
the factors mentioned above. Any reduction in the estimated useful lives would increase
the Group’s recorded operating expenses and decrease the related asset accounts.

Based on management’s assessment, there were no significant changes in the useful


lives of the Group’s property and equipment, ROU assets, and intangible assets.

• Estimating Impairment Losses on Investment Property and Property and Equipment


The Group assesses impairment on property and equipment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be recoverable.
The factors that the Group considers important which could trigger an impairment review
include the following:
o significant underperformance relative to expected historical or projected future
operating results;
o significant changes in the manner of use of the acquired assets or the strategy for
overall business; and
o significant negative industry or economic trends.

These assets are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable. An impairment loss would be
recognized whenever evidence exists that the carrying value is not recoverable. For
purposes of assessing impairment, assets are grouped at the lowest levels for which there
are separately identifiable cash flows.
- 41 -

In determining the present value of estimated future cash flows expected to be generated
from the continued use of the assets, the Group is required to make estimates and
assumptions that can materially affect the consolidated financial statements. An
impairment loss is recognized and charged to earnings if the discounted expected future
cash flows are less than the carrying amount. Fair value is estimated by discounting the
expected future cash flows using a discount factor that reflects the market rate for a term
consistent with the period of expected cash flows.

No impairment loss on property and equipment were recognized in 2019, 2018 and 2017.

• Estimation of Impairment of Goodwill and Certain Trademarks


The Group reviews the carrying values of goodwill and certain trademarks for impairment
annually or more frequently, if events or changes in circumstances indicate that the
carrying value may be impaired. Impairment is determined for other intangible assets
by assessing the recoverable amount of the CGU or group of CGUs to which the
trademarks relate. Assessments require the use of estimates and assumptions such as
market evaluation and trends, discount rates, future capital requirements and operating
performance.

If the recoverable amount of the unit exceeds the carrying amount of the CGU, the CGU
and the goodwill and trademarks allocated to that CGU shall be regarded as not impaired.
Where the recoverable amount of the CGU or group of CGUs is less than the carrying
amount of the CGU or group of CGUs to which goodwill and trademarks has been
allocated, an impairment loss is recognized.

In 2019, provision for impairment of goodwill amounted to =55.3


P million was recognized
in the consolidated statements of comprehensive income (see Notes 14 and 27).

• Impairment of Other Nonfinancial Assets


Impairment review is performed on prepaid expenses and other current assets, deposit
for acquisition of land, deposit for business acquisition, and ROU asset when certain
impairment indicators are present. Determining the value of the assets requires
estimation of future cash flows expected to be generated from the continued use and
ultimate disposition of such assets and requires the Group to make estimates and
assumptions that can materially affect the Group’s consolidated financial statements.
Future events could cause the Group to conclude that the assets are impaired. Any
resulting impairment loss could have a material adverse impact on the Group’s financial
condition and results of operations. Any increase in allowance for impairment would
increase the Group’s operating expense and decrease the related asset. The preparation
of estimated future cash flows involves significant judgment and estimations. While the
Group believes that its assumptions are appropriate and reasonable, significant changes
in these assumptions may materially affect the Group’s assessment of recoverable values
and may lead to future additional impairment charges.

In 2019, provision for impairment of prepaid expenses and other current assets
amounted to =6.1
P million was recognized in the consolidated statements of profit or loss
(see Notes 9 and 23).

• Estimating Retirement and Other Benefits


The determination of the Group’s obligation and cost for pension and other retirement
benefits is dependent on management’s selection of certain assumptions used by
actuaries in calculating such amounts.
- 42 -

The assumptions for pension costs and other retirement benefits are described in
Note 25, and include among others, discount and salary increase rates. In accordance
with PFRS, actual results that differ from the assumptions are accumulated and
amortized over future periods and therefore, generally affect the Group’s recognized
expense and recorded obligation in such future periods. While management believes
that the assumptions are reasonable and appropriate, significant differences in actual
experience or significant changes in management assumptions may materially affect the
Group’s pension and other retirement obligations.

The Group also estimates other employee benefits obligation and expense, including the
cost of paid leaves based on historical leave availments of employees, subject to the
Group’s policy. These estimates may vary depending on the future changes in salaries
and actual experiences during the year.

Retirement liability as at December 31, 2019 and 2018 is shown in Note 25.

• Recognition of Deferred Tax Assets and Deferred Tax Liabilities


Deferred income tax assets are recognized for all deductible differences to the extent that
it is probable that sufficient taxable profit will be available against which the deductible
temporary differences can be utilized. Significant management judgment is required to
determine the amount of deferred income tax asset that can be recognized, based upon
the likely timing and level of future taxable profit together with future tax planning
strategies. Deferred tax liability is also reviewed at end of financial reporting period to
determine if this will eventually result to actual liability. Any changes in estimate would
increase or decrease the amount recognized as deferred tax assets or liabilities and
amount recognized in profit or loss.

Deferred tax asset recognized in the Group’s financial statements amounted to =102,449
P
as at December 31, 2019 which relates to the adoption of PFRS 16.

• Estimating Contingencies
The Group has no contingent liabilities which are either pending decision by the courts or
being contested, the outcome of which is not presently determinable. In the opinion of
management and its legal counsel, the eventual liability under these claims, if any, will
not have material or adverse effect on the consolidated financial statements. The
information usually required by PAS 37, Provisions, Contingent Liabilities and Contingent
Assets, is not disclosed on the grounds that it can be expected to prejudice the outcome
or the Group’s position with respect to these matters.

The Group did not recognize any provision in the consolidated statements of
comprehensive income in 2019, 2018 and 2017.

6. Cash

This account consists of:

2019 2018
Cash on hand =
P 1,889,662 =2,919,500
P
Cash in banks 71,828,177 58,123,151
=
P 73,717,839 =61,042,651
P

Cash in banks earn interest at the prevailing bank deposit rates of less than 1.0% annually.
Interest income earned from cash in banks, net of final taxes withheld, amounted to
=103,047
P in 2019, =126,368
P in 2018 and =28,761
P in 2016.
- 43 -

In 2018, the Group had time deposits amounting to =150.0


P million with terms of 32 to 60
days and interest rates ranging from 1.55% to 3.50% annually. The time deposits were not
renewed at maturity dates. Interest earned from matured time deposits amounted to
=513,445
P in 2018.

The Group has cash in banks denominated in foreign currencies such as USD, HKD and RMB.
These cash in banks were translated as at December 31, 2019 and 2018 closing rates
(see Note 28). Unrealized foreign exchange gain recognized amounted to =510,595
P in 2019,
=360,875
P in 2018 and =82,316
P in 2017 (see Note 28).

7. Trade and Other Receivables

This account consists of:

Note 2019 2018


Trade 18 =
P 363,313,278 =366,994,154
P
Advances to officers and employees 52,886,895 34,360,747
Others 293,117,477 231,027,854
709,317,650 632,382,755
Less allowance for impairment losses:
Trade receivables 82,796,323 103,745,284
Advances to officers and employees 3,657,723 3,561,877
=
P 622,863,604 =525,075,594
P

Trade receivables are noninterest-bearing and are collectible within 30 to 90 days. These
are generally settled through cash payment or application of customers’ deposit, if any. Trade
receivables amounting to =1.1
P million were directly written-off in 2018 as the Group was
certain that such amount will no longer be collected (see Note 23). Trade receivables net of
allowance for impairment losses amounted to =385.1
P million as at December 31, 2017.

Advances to officers and employees are noninterest-bearing and subject to liquidation.


Advances to employees amounting to =428,268
P were written-off in 2019 as management
believes it will no longer be collected and recovered as at reporting date (see Note 23).

Other receivables as at December 31, 2019 and 2018 include noninterest-bearing receivables
from sales of scraps and first-class rejects, which are sold to local wet market at a lower
price. This is generally collectible on 15 to 30-day terms. Other receivables as at
December 31, 2019 and 2018 also include receivable from a third party amounting to
=64.6
P million which is included in an ongoing criminal action initiated by the Group to recover
the said receivable among others. The amount is guaranteed by a stockholder in the event
of an adverse result of the ongoing case.

The Group has trade and other receivables denominated in foreign currency which are
translated at December 31, 2019 closing rates (see Note 28). Unrealized foreign exchange
loss amounted to =2.8
P million in 2019.

Movements in allowance for impairment losses pertaining to trade receivables follows:

Note 2019 2018


Balance at beginning of year =
P 107,307,161 =109,645,441
P
Write off during the year (25,782,565) (11,445,000)
Provision for impairment during the year 23 6,885,949 9,106,720
Reversal during the year 24 (1,956,499) ‒
Balance at end of year =
P 86,454,046 =107,307,161
P

None of the Group’s receivables were pledged to any of its liabilities.


- 44 -

8. Inventories

This account consists of the following at cost:

2019 2018
Property for sale =
P 952,479,708 =749,545,116
P
Merchandise, furniture and appliances 202,467,506 172,991,431
Agricultural produce and beverages 9,641,612 9,062,762
Packaging materials and other supplies 17,500,712 14,447,322
=
P 1,182,089,538 =946,046,631
P

Property for sale represents development costs and construction materials for residential and
commercial units of Shengmei Century Plaza Development Project located in Jiawang District,
Xuzhou, China.

The cost of inventories recognized as part of “Cost of Sales” in the consolidated statements
of comprehensive income amounted to =3.7 P billion in 2019, =3.1
P billion in 2018 and
=1.4
P billion in 2017 (see Note 22).

The carrying amounts of the total inventories as at December 31, 2019 and 2018 are lower
than their NRVs. There were no purchase commitments and accrued net losses on inventories
in 2019, 2018 and 2017.

No provision for inventory obsolescence or impairment was recognized in 2019 and 2018.

Inventories are not pledged as security for any of the Group’s liabilities.

9. Prepayments and Other Current Assets

This account consists of:

2018
2019 As restated
Input VAT =
P 106,254,632 =95,120,187
P
Advances to suppliers 53,517,331 7,781,256
Refundable deposits 14,733,812 12,221,652
Prepaid expense 1,516,761 13,193,456
Creditable withholding taxes (CWTs) 1,188,308 1,041,610
Deferred input VAT 408,301 64,774
Materials and supplies 51,157 51,156
177,670,302 129,474,091
Less allowance for impairment losses:
Refundable deposits 6,711,100 6,711,100
Other current assets 5,644,901 328,387
=
P 165,314,301 =122,434,604
P

Advances to suppliers represent noninterest-bearing advanced payments to third-party


foreign and local suppliers for various future delivery of purchases of goods and performance
of services. In 2018, advances to suppliers amounting to =96,878
P was directly written-off
as management believes it will no longer be recovered as at reporting date (see Note 23).

Refundable deposits are made for short-term store-leased spaces of the Group. These
deposits will be refunded upon end of lease term. Portion of these deposits were reclassified
from refundable deposits account under other noncurrent asset account to Prepayments and
other current assets account in 2019 (see Note 15).
- 45 -

Prepaid expense includes insurance, short-term lease rental and IT services. Prepaid
insurance refers to insurances of vehicles, equipment and construction in progress.

Creditable withholding tax is considered prepayments which are claimed for the tax to be
paid during the year and are carried over in the succeeding period for the same purpose.

Movements in allowance for impairment losses pertaining to prepayments and other current
assets follows:

Note 2019 2018


Balance at beginning of year =
P 7,039,487 =7,039,487
P
Provision for impairment during the year 23 6,113,433 ‒
Reversal of allowance for impairment 24 (796,919) ‒
Balance at end of year =
P 12,356,001 =7,039,487
P

10. Financial Assets at Fair Value through Other Comprehensive Income (FVOCI)

On April 3, 2018, the Group acquired 15% ownership of CMP Supply Chain Management
(Shanghai) Co. Ltd, a company incorporated in China. The acquired shares are classified as
investment at fair value through other comprehensive income (FVOCI) amounting to
=43.5
P million (CNY 6.0 million) and =46.1
P million (CNY 6.0 million) as at December 31, 2019
and 2018.

11. Deposit for Future Investments

The Group entered into a purchase agreement with a third party in September 2016 involving
the purchase of 49% equity interest in Zongshan Fucang Trade Co. Ltd. (Fucang), a company
registered in China. Fucang is engaged in agri commodity trading and with investments in
real estate development and agri trading. In 2016, ANI made a deposit for the acquisition
of 49% equity investment in Fucang amounting to RMB42.63 million or =308.2 P million,
subject to the fulfillment of conditions precedent set forth in the agreement of the parties.

In 2017, the Group purchased an additional 2% of the total registered capital of Fucang
amounting to RMB4.09 million or =30.6
P million which resulted to an increase in equity interest
in Fucang. As at December 31, 2017, the deposit for future investment totaling
=338.8
P million is reclassified to investment in subsidiary in the Parent Company’s
consolidated statements of financial position.

In 2017, Fucang made a deposit amounting to =194.7 P million to invest in Guangzhou


Tianchen Real Estate Development Co., Ltd, a real estate company in China. The balance of
this deposit amounted to =195.0P million (CNY 26.8 million) and =206.5
P million
(CNY 26.8 million) as at December 31, 2019 and 2018, respectively and shall be converted
to equity once the construction projects of Tianchen is completed. As of reporting date, the
construction is 38% completed and is expected to be finished on the second quarter of 2022.
- 46 -

12. Property and Equipment

Rollforward analysis of the Group’s property and equipment as at December 31, 2019 and 2018 follows:

2019
Store and Delivery and
Buildings and warehouse transportation Machinery and Office furniture Leasehold Construction in
Land improvements equipment equipment equipment and fixtures improvement progress Total
Cost:
Balances at beginning of
year, as restated =149,152,330
P =207,109,501
P =123,887,490
P =98,709,950
P =494,811,091
P =115,357,626
P =108,655,394
P =–
P =1,297,683,382
P
Reclassification (Note 27) – – – (2,110,000) (236,500,213) – – – (238,610,213)
Balances at beginning of
year, as adjusted 149,152,330 207,109,501 123,887,490 96,599,950 258,310,878 115,357,626 108,655,394 – 1,059,073,169
Additions – – 2,572,653 37,089 1,814,284 809,298 2,367,950 – 7,601,274
Reclassification – 53,428,404 – (19,600,944) – (33,827,460) – – –
Effect of foreign currency – (8,244,708) – (1,971,050) – (1,267,318) – – (11,483,076)
translation
Reclassification (Note 31) 70,209,170 70,209,170
Disposals – – (291,678) (10,756,650) (6,000) (20,922,601) (36,951,804) – (68,928,733)
Balances at end of year 149,152,330 252,293,197 126,168,465 64,308,395 260,119,162 60,149,545 74,071,540 70,209,170 1,056,471,804
Accumulated depreciation and amortization: –
Balances at beginning of year – 53,708,044 88,471,838 51,646,153 267,574,604 65,176,284 97,316,908 – 623,893,831
Reclassification – – – (1,289,444) (98,541,755) – – – (99,831,199)
Balances at beginning of
year, as adjusted – 53,708,044 88,471,838 50,356,709 169,032,849 65,176,284 97,316,908 – 524,062,632
Depreciation and –
amortization – 45,076,666 5,035,941 8,985,170 21,636,458 6,098,458 3,159,374 89,992,067
Reclassification – 235,065 – (235,065) – – – – –
Effect of foreign currency – (2,018,553) – (1,204,921) – (746,408) – – (3,969,882)
translation
Disposals – – (291,678) (10,756,650) (6,000) (20,184,107) (36,163,053) – (67,401,488)
Balances at end of year – 97,001,222 93,216,101 47,145,243 190,663,307 50,344,227 64,313,229 542,683,329
Net book value =149,152,330
P =155,291,975
P =32,952,364
P =17,163,152
P =69,455,855
P =9,805,318
P =9,758,311
P =70,209,170
P =513,788,475
P
- 47 -

2018 (As restated)


Store and Delivery and Office
Building and warehouse transportation Machinery and furniture and Leasehold
Land improvements equipment equipment equipment fixtures improvement Total
Cost:
Balances at beginning of year =149,152,330
P =159,636,976
P =120,117,565
P =66,096,432
P =493,610,466
P =80,947,461
P =104,430,221
P =1,173,991,451
P
Additions – 47,472,525 3,769,925 26,871,512 1,200,625 36,929,544 7,693,106 123,937,237
Disposals – – – ‒ – (4,678,233) (3,467,933) (8,146,166)
Effect of foreign currency translation ‒ ‒ ‒ 5,742,006 ‒ 2,158,854 ‒ 7,900,860
Balances at end of year 149,152,330 207,109,501 123,887,490 98,709,950 494,811,091 115,357,626 108,655,394 1,297,683,382
Accumulated depreciation and amortization:
Balances at beginning of year – 35,943,435 82,656,984 25,043,805 227,607,190 40,421,752 95,259,369 506,932,535
Depreciation and amortization – 17,764,609 5,814,854 26,602,348 39,967,414 26,640,353 2,557,986 119,347,564
Disposals – – – – – (1,885,821) (500,447) (2,386,268)
Balances at end of year – 53,708,044 88,471,838 51,646,153 267,574,604 65,176,284 97,316,908 623,893,831
Net book value =149,152,330
P =153,401,457
P =35,415,652
P =47,063,797
P =227,236,487
P =50,181,342
P =11,338,486
P =673,789,551
P

Depreciation of property and equipment were charged to the following:

Note 2019 2018 2017


Cost of sales 22 =
P 17,418,857 =
P 100,929,362 =
P 22,242,319
General and administrative expenses 23 72,573,210 18,418,202 40,910,019
Total depreciation =
P 89,992,067 =
P 119,347,564 =
P 63,152,338

Certain assets such as delivery and transportation equipment, buildings and machinery equipment are covered by insurance.

Land and building located in Pulilan, Bulacan with carrying value of =175.1
P million and =177.4
P million as at December 31, 2019 and 2018, respectively,
are used as collaterals for one of its long-term liabilities under Bank 3 (see Note 17).

In 2018, three (3) delivery trucks under transportation equipment of the Group, amounting to =3.4
P million, is mortgaged as collateral for its own auto-
loan (see Note 17). The carrying value of the trucks as at December 31, 2019 and 2018 amounted to =2.6 P million and
=3.3
P million, respectively.
- 48 -

The Group has disposed property and equipment with aggregate net book value of
=1.5
P million in 2019 and =5.8
P million in 2018. Loss incurred from the disposal amounted to
=1.3
P million in 2019 and =5.8
P million in 2018 (see Note 24).

The Group’s commitment to acquire property is discussed in Note 15. The Group’s
management had reviewed the carrying values of property and equipment as at
December 31, 2019 and 2018 for any possible impairment. Based on the evaluation, there
are no indications that the property and equipment are impaired.

The remaining receivables of the Group are not pledged as security to any of the Group’s
liabilities.

13. Investment Property

This pertains to construction in progress for retail and office spaces intended for lease
amounting to =301.8
P million and =413.1
P million as at December 31, 2019 and 2018,
respectively.

The rollforward analysis of construction in progress under investment property follows:

2018
Note 2019 As restated
Balance at beginning of year, as restated 31 =
P 413,154,770 =303,969,386
P
Transferred to inventory (136,567,859) –
Transferred from advances to contractors 48,202,827 –
Effect of foreign exchange translation (22,930,620) 1,432,073
Additions during the year, as restated – 107,753,311
Balance at end of year =
P 301,859,118 =413,154,770
P

14. Intangible Assets

This account consists of the following, net of any accumulated amortization and impairment:

2019
Computer
Trademark Goodwill Franchise software Total
Cost:
Balance at beginning of year =200,000,000
P =95,014,063
P =9,049,750
P =7,544,962
P =311,608,775
P
Additions during the year – – – 32,143 32,143
Disposals during the year – – – (450,000) (450,000)
Balance at end of year 200,000,000 95,014,063 9,049,750 7,127,105 311,190,918
Accumulated amortization and impairment
Balance at beginning of year 42,500,000 – 7,239,800 7,386,288 57,126,088
Impairment (Note 23) – 55,343,063 – – 55,343,063
Effect of foreign currency
translation – 3,041,853 – – 3,041,853
Amortization (Note 23) 10,000,000 – 904,975 137,650 11,042,625
Disposals during the year – – – (450,000) (450,000)
Balance at end of year 52,500,000 58,384,916 8,144,775 7,073,938 126,103,629
Net carrying value =147,500,000
P =36,629,147
P =904,975
P =53,167
P =185,087,289
P
- 49 -

2018
Computer
Trademark Goodwill Franchise software Total
Cost:
Balance at beginning of year =200,000,000
P =95,014,063
P =9,049,750
P =7,535,159
P =311,598,972
P
Additions – – – 9,803 9,803
Balance at end of year 200,000,000 95,014,063 9,049,750 7,544,962 311,608,775
Accumulated amortization and impairment
Balance at beginning of year 32,500,000 – 6,334,825 7,208,192 46,043,017
Amortization and impairment 10,000,000 – 904,975 178,096 11,083,071
Balance at end of year 42,500,000 – 7,239,800 7,386,288 57,126,088
Net carrying value =157,500,000
P =95,014,063
P =1,809,950
P =158,674
P =254,482,687
P

Trademark
The trademark includes that related to the acquisition of TBC in 2011. During the acquisition
of TBC, net assets acquired includes trademark for the use of “Big Chill” brand, amounting to
=200.0
P million which was included in the purchase price.

Goodwill
The goodwill of the Group is attributable mainly to the business acquisitions made in 2017 to
expand the Group’s operations. In 2019, goodwill from the business combination of Fucang
and of its subsidiaries was impaired amounting to =55.3
P million (see Note 23).

Franchise
On January 7, 2011, the Group entered into a Master Licensing Agreement with Tully’s
Coffee International Pte. Ltd. for the operation of coffee shops and sale of coffee products
under the brand “Tully’s”. The term of the license is for a period of ten years but maybe
extended for another 10 years. Under the agreement, the Group paid $200,000 equivalent
to =9.05
P million as a sign–up fee.

Computer software
Computer software pertains to the accounting software used by the Group. The carrying
value of computer software is reviewed for impairment when events or changes in
circumstances indicate that the carrying value may not be recoverable. No impairment loss
is recognized as at December 31, 2019, 2018 and 2017.

Total amortization recognized in the consolidated statements for comprehensive income for
the above intangible asset amounted to =11.0
P million in 2019, =11.1
P million in 2018 and
=11.3
P million in 2017 (see Note 23).

The Group’s intangible assets are not pledged as security to any of the Group’s liabilities. The
Group has no contractual commitment to purchase intangible assets.

15. Other Noncurrent Assets

This account consists of:

2018
2019 As restated
Advances and deposits =
P 678,361,974 =534,666,341
P
Noncurrent portion of advances to suppliers 5,084,453 14,898,122
Refundable deposits 1,978,456 8,758,531
Advances to contactors – 413,657,530
=
P 685,424,883 =971,980,524
P
- 50 -

Advances and deposits include the following:

• Advance payment to Tolman Manufacturing Inc. for future acquisition of equipment


necessary for pre–processing, sterilization, aseptic storage and clean in place station for
coconut water amounting to =30.6 P million. The Group has ongoing criminal action
against Tolman Manufacturing Inc. to recover the advance payment mentioned. The
amount is guaranteed by a stockholder in the event of an adverse result of the ongoing
case.
• Deposit made to acquire a portion of the 859 hectares, or a corresponding portion thereof,
of titled and untitled parcels of land amounting to =508.7
P million and =300.0
P million as
at December 31, 2019 and 2018, respectively. The increase in 2019 amounting to 208.7
million pertains to additional deposit made which was advanced by one of its stockholders
(see Note 21). As of reporting date, the third party is completing the titling of the whole
portion of the property to fully execute the transactions (see Note 1).
• Deposit amounting to =6.1
P million (172,000AUD) and =6.3P million (172,000AUD) as at
December 31, 2019 and 2018, respectively, to acquire an existing business in Australia
to expand business operations.
• Deposit amounting to =6.3P million to a local rural bank to acquire 2,500,000 common
shares representing 12.5% ownership. The said investment is still for approval of SEC
and Bangko Sentral ng Pilipinas (BSP).
• Advances to project amounting to =126.7P million as at December 31, 2019 and 2018,
represents advances for land acquisitions intended for future business prospects.

Advances and deposits amounting to =62.8


P million previously recorded as deposit for land
acquisition was written off in 2019 as management believes that these are no longer
recoverable as at reporting date (see Note 23).

Advances to suppliers represent noninterest-bearing down-payments to third party foreign


suppliers for repairs and maintenance of fixed assets.

Advances to contractors represent noninterest-bearing advanced payments to third party


foreign contactors for various production materials for real estate projects under construction.

Refundable deposits are relative to long-term operating and finance leased properties of the
Group (see Note 27).

16. Trade and Other Payables

This account consists of:

2019 2018
Trade payables =
P 191,209,393 =323,768,162
P
Nontrade payables 386,312,199 405,834,186
Customers’ deposits
Real estate 244,049,967 281,485,984
Sale of goods 10,724,617 14,358,750
Government payables 16,916,972 4,600,638
Accrued expenses 10,327,027 6,341,346
Accrued interest 5,770,667 30,000
=
P 865,310,842 =1,036,419,067
P

Trade payables are unsecured, noninterest-bearing and are generally settled within one
month.
- 51 -

Nontrade payables mainly include unsecured and noninterest-bearing payable to


ThomasLloyd Cleantech Infrastructure Fund GMHB (TLCIF) subsequently assigned by TLCIF
to Greenergy Holdings Inc. (GHI), as consented by GHI on December 29, 2014, with the
following terms and conditions:

a. The Group shall pay the nontrade payables on or before December 31, 2016 in cash or
non-cash assets acceptable to GHI; and
b. If the nontrade payables will be paid with non-cash assets, the appraised value thereof
shall be determined by an independent appraiser mutually acceptable to the Group and
GHI.

As at December 31, 2019, the nontrade payables to GHI are not yet settled.

Nontrade payables also include outstanding liabilities to nontrade suppliers.

Customers’ deposit pertains to advanced collections from customers for goods to be delivered
and excess of collections over the progress of work for sale of real estate projects under
pre-completion stage.

Government payables include expanded withholding taxes, withholding taxes on


compensation, final taxes, social security, government health and other fund premiums which
are paid within 12 months from the end of the reporting period.

Accrued expenses are obligations on the basis of normal credit terms and do not bear interest.
These pertain to accruals made for utilities, association dues, security services, salaries and
wages and professional fees. Accruals are made based on the prior month’s billings and/or
contracts and are normally settled within twelve (12) months from the end of the reporting
period.

Portion of trade and other payables amounting to =38.1P million and =99.8
P million in 2019
and 2018, respectively, was derecognized after it was determined that the amounts are long
outstanding already and are no longer liabilities of the Group (see Note 24).

All trade and other payables are noninterest-bearing.

17. Loans Payable and Redeemable Convertible Loan

Details of this account follow:

2019 2018
Long-term:
Foreign Currency
Bank 1 =
P 33,491,040 =66,024,336
P
Bank 2 19,699,067 75,406,981
Bank 9 – 124,372,268
Peso Currency
Bank 3 198,850,000 226,300,000
Bank 7 21,079,461 27,668,836
Bank 4 – 13,150,000
Others 8,679,101 13,340,492
Total long-term loans 281,798,669 546,262,913
Less non-current portion 159,653,804 346,203,841
Current portion =
P 122,144,865 =200,059,072
P
- 52 -

2019 2018
Short-term:
Foreign Currency
Bank 8 P–
= =160,455,570
P
Others 31,802,175 –
Peso Currency
Bank 5 307,600,000 327,600,000
Bank 6 491,575 –
Others 38,131,234 37,941,234
=
P 378,024,984 =525,996,804
P

The rollforward analysis of loans payable follows:

2019 2018
Balance at beginning of year =
P 1,072,259,717 =1,288,930,962
P
Payments during the year (468,663,727) (229,270,796)
Availments during the year 54,693,750 3,380,492
Foreign exchange loss adjustment 1,533,913 9,219,059
Balance at end of year =
P 659,823,653 =1,072,259,717
P

Loan features are summarized below:

Foreign Currency Loans


Bank 1
A USD loan from Bank 1, bearing an interest rate of 3.5% per annum, with the interest
payable on a monthly basis. In 2015, the payments terms were renegotiated. Principal
payments of US$55,000 plus interests are due monthly for thirty-five (35) months starting
August 1, 2015 with the remaining balance payable by the end of the 35 th month. In 2019,
the loan was restructured with principal payable monthly until June 10, 2020.

The loan is secured by a personal guaranty and real estate mortgage of property located in
Tagaytay with title under the name of an affiliate.

Bank 2
A USD loan availed using the Group’s current loan facility from Bank 2, bearing an interest
rate with rates ranging from 5.8% to 6.3% per annum, with the interest payable on a monthly
basis. The loan is secured with a Surety Agreement in the amount of =150.0
P million by a
major stockholder in case of default by the Group.

In 2019, the loan was renegotiated with principal payable monthly until September 15, 2020.

The Group’s outstanding loan balance from Banks 1 and 2 had been restated at a rate of
=50.744
P to 1US$ in 2019 and =52.724
P to 1US$ in 2018 (see Note 28).

Bank 8
The Group has an outstanding Renminbi (RMB) unsecured short-term loan from Bank 8,
which are due within 360 days with an interest rate of 5% per annum in 2018. The loan was
fully paid in 2019.

Bank 9
A 5-year RMB loan with an interest rate of 8%. The loan is guaranteed by the real estate
property under construction as part of the Shengmei Century Plaza Development project.
The loan was settled in full in 2019.
- 53 -

The Group’s outstanding loan balance from Banks 8 and 9 had been restated at a rate of
=7.677
P to 1RMB as at December 31, 2018 (see Note 28).

Peso Currency Loans


Bank 3
The Group have various loans from Bank 3, which pertain to Short-term Loan Line (STLL),
Export Packing Credit Line (EPCL), Trust Receipt Lines (TR Lines) and other bank loans that
are currently maturing as of the end of the reporting period. The loans bear interest rate of
6% per annum, with the interest payable on a monthly basis until December 31, 2022.

The loans are secured by an existing real estate mortgage over its land and building located
in Pulilan, Bulacan. The aggregate amount of net book values of the land and building
mortgage amounted to =175.1
P million and =177.4
P million as of December 31, 2019 and
2018, respectively (see Note 12).

Bank 4
The Group has a current loan facility from Bank 4 with loans bearing interest rate of 5.5%
per annum, with interest payable on a monthly basis. The loan is unsecured and has a term
of thirty-six (36) months. On January 2017, the loan was restructured with an adjusted
interest rate of 6.5% payable monthly until September 2019. The loan was fully paid in
2019.

Bank 5
Various short-term, unsecured loans from Bank 5, bearing interest rates ranging from 3.0%
to 6.75% per annum, with the interest payable on a monthly basis. The loan is to be repriced
every thirty (30) to one hundred eight (180) days upon mutual agreement of both parties.

Bank 6
In 2019, the Group availed unsecured, short-term loans from Bank 6 with interest rate of
16% payable in ninety (90) days. Upon maturity, the loan was renewed payable for another
90 days.

Bank 7
The Group has a current loan facility with Bank 7 with loans bearing interest rate of 8.0% per
annum, with interest payable on a monthly basis. The loan has a term of thirty-two (32)
months, and is payable via twenty-four (24) monthly amortization of principal and interest,
payable from January 2016 to December 2017, inclusive of a grace period of eight (8) months
on the payment of the principal from May 2015 to December 2015. On June 30, 2017 the
loan was restructured and has a remaining term of sixty (60) months, principal payable every
month starting October 2017. The loan is secured by pledge on shares of stocks of the Parent
Company and continuing suretyship of a stockholder.

Other loans include the following:

• In 2018, TBC availed a loan from a local bank, amounting to =3,022,800


P for acquisition
of three units of delivery trucks, with an interest rate of 9.4% per annum, payable in five
years. Outstanding balance of loan as at December 31, 2019 and 2018 amounted to
=2.4
P million and =2.9
P million, respectively, which are secured by a chattel mortgage
(see Note 12).

• In May 2004, FCI obtained a noninterest-bearing, unsecured loan amounting to


=13,650,000
P from the Agricultural Competitiveness Enhancement Fund (ACEF) of the
Department of Agriculture (DA) through the chosen conduit bank, Land Bank of the
Philippines for the additional working capital and expansion of fruit processing facilities.
The loan is payable quarterly within five (5) years starting September 2005 to June 2009.
- 54 -

Due to unfavorable effects of economic conditions, FCI proposed to settle the ACEF loan
with monthly payments of =30,000
P starting October 2007. The Company also has the
option to pay the loan at =100,000
P quarterly. The DA subsequently approved the
proposal in September 2012.

In August 2018, the loan was restructured as a result of the decision made by the ACEF
Executive Committee (EXECOM) during its meeting in May 2018. FCI proposed for
deferment of 10% of outstanding balance amounting to =1,046,000
P to be paid on
January 31, 2019. The corresponding balance to be paid at =831,570,
P quarterly, for
three (3) years, starting on March 31, 2019, amount inclusive of fixed annual interest of
2%. Outstanding balance of the loan amounted to =6.3
P million and =10.5
P million as at
December 31, 2019 and 2018, respectively.

• ANI availed short-term, unsecured loans from individuals which bear interest ranging
from 1% to 2% and have terms of 1-12 months. Outstanding balance of these loans
amounted to =33.9
P million and =34.9
P million as at December 31, 2019 and 2018,
respectively.

• FFCI availed short term, unsecured loans which bear interest rate of 1% per month,
payable on a monthly basis and have maximum terms of three (3) to six (6) months.
Outstanding balance of these loans amounted to =3.2
P million and =3.0
P million as at
December 31, 2019 and 2018, respectively.

• In 2019, IMEX obtained short term, unsecured loan from a local bank amounting to
=1.0
P million with an interest of 18% per annum.

Interest expense incurred on the above loans is as follows:

2019 2018
Short-term loans =
P 24,662,676 =15,939,191
P
Long-term loans 32,244,890 34,271,499
=
P 56,907,566 =50,210,690
P

No interest was capitalized in 2019 and 2018.

The maturity profile for the Group’s loans payable as at December 31, 2019 and 2018 is as
follows:

Maturity Profile 2019 2018


Due within one year =
P 500,169,849 =726,055,876
P
Due beyond one year but not more than five
years 159,653,804 346,203,841
=
P 659,823,653 =1,072,259,717
P
- 55 -

18. Revenue

The table below shows the analysis of revenues of the Group by major sources for the years ended December 31, 2019, 2018 and 2017:

2019
Category Export Local distribution Retail Foreign trading Total
Geographical
China =1,800,139,590
P =–
P =–
P =2,388,983,893
P =4,189,123,483
P
Philippines – 144,608,070 75,187,062 – 219,795,132
Hong Kong 21,202,348 – – 15,399,624 36,601,972
Middle East 6,071,140 – – – 6,071,140
Others 84,014,226 – – – 84,014,226
Total =1,911,427,304
P =144,608,070
P =75,187,062
P =2,404,383,517
P =4,535,605,953
P

Major Goods/Services Line


Banana =1,800,139,590
P =–
P =–
P =–
P =1,800,139,590
P
Merchandise – – – 770,435,715 770,435,715
Fruits and vegetables 2,718,318 114,159,485 5,743,442 496,592,949 619,214,194
Building materials – – – 438,747,582 438,747,582
Furniture and gadget – – – 376,842,309 376,842,309
Residential and commercial real estate – – – 224,869,497 224,869,497
Coconut water 84,684,885 1,683,364 – – 86,368,249
Seafood – – – 81,495,841 81,495,841
Restaurants food and beverages – – 31,755,430 15,399,624 47,155,054
Mango 23,884,511 13,107,248 – – 36,991,759
Kiosks food and beverages – – 36,438,985 – 36,438,985
Puree – 11,817,260 – – 11,817,260
Rice – 3,840,713 – – 3,840,713
Franchise and royalty – – 1,249,205 – 1,249,205
=1,911,427,304
P =144,608,070
P =75,187,062
P =2,404,383,517
P =4,535,605,953
P
- 56 -

2018
Category Export Local distribution Retail Foreign trading Total
Geographical
China =576,528,586
P =–
P =–
P =2,946,463,530
P =3,522,992,116
P
Philippines – 148,336,042 88,464,705 – 236,800,747
Hong Kong 20,617,563 – – 24,527,847 45,145,410
Middle East 3,293,165 – – – 3,293,165
Others 27,708,764 – – – 27,708,764
Total =628,148,078
P =148,336,042
P =88,464,705
P =2,970,991,377
P =3,835,940,202
P

Major Goods/Services Line


Fruits and vegetables =2,296,642
P =104,925,425
P =8,831,147
P =2,421,416,925
P =2,537,470,139
P
Banana 576,528,586 – – – 576,528,586
Residential and commercial real estate – – – 438,601,550 438,601,550
Furniture and gadget – – – 110,972,902 110,972,902
Kiosks food and beverages – – 47,232,408 – 47,232,408
Mango 24,873,851 20,812,708 – – 45,686,559
Restaurants food and beverages – – 30,595,991 – 30,595,991
Coconut water 24,448,999 3,439,119 – – 27,888,118
Puree – 19,065,312 – – 19,065,312
Franchise and royalty – – 1,805,159 – 1,805,159
Rice – 93,478 – – 93,478
=628,148,078
P =148,336,042
P =88,464,705
P =2,970,991,377
P =3,835,940,202
P
- 57 -

2017
Category Export Local distribution Retail Foreign trading Total
Geographical
China =20,827,183
P =–
P =–
P =1,414,549,189
P =1,435,376,372
P
Philippines – 364,994,041 119,571,025 – 484,565,066
Hong Kong 24,646,470 – – 32,168,848 56,815,318
Middle East 23,608,968 – – – 23,608,968
Others 96,596,614 – – – 96,596,614
Total =165,679,235
P =364,994,041
P =119,571,025
P =1,446,718,037
P =2,096,962,338
P

Major Goods/Services Line


Fruits and vegetables =1,764,318
P =112,161,067
P =8,436,384
P =687,642,304
P =810,004,073
P
Residential and commercial real estate – – – 759,075,733 759,075,733
Rice 85,318,700 228,015,477 – – 313,334,177
Kiosks food and beverages – – 65,693,458 – 65,693,458
Restaurants food and beverages – – 43,521,646 – 43,521,646
Banana 31,931,970 – – – 31,931,970
Mango 24,854,802 504,931 – – 25,359,733
Coconut water 17,704,442 1,277,335 – – 18,981,777
Puree – 12,038,470 – – 12,038,470
Commission – 10,996,761 – – 10,996,761
Pineapple 4,105,003 – – – 4,105,003
Franchise and royalty – – 1,919,537 – 1,919,537
=165,679,235
P =364,994,041
P =119,571,025
P =1,446,718,037
P =2,096,962,338
P
- 58 -

Performance Obligations
Information about the Group’s performance obligations are summarized below:

Export and local distribution


The Group delivers the best quality produce by exporting and locally distributing all kinds of
fruits and vegetables and other fresh produce fruits and vegetables and other agri-products
such as bananas, mangoes, coconut water and puree. The performance obligation of the
Group is satisfied at a point in time upon delivery and sale of the goods.

Retail
• Restaurants’ and kiosks’ food and beverage – finished and prepared products
The performance obligation is satisfied when the refreshments and other products are
delivered and sold.

• Franchise and royalty income


Recognition of franchise fees is based on the purpose of charging the specific fees. Fees
relating to performance obligations are recognized when substantial obligations were
already performed. Royalty fees are recognized on a monthly basis at a certain
percentage of sales of the franchisees.

Foreign trading
• Sale of real estate property
The Group recognized revenue on the sale of real estate projects under pre-completed
contract over time during the course of construction. Sale of completed real property is
recognized in full at a point in time upon transfer of control of the asset to the customer.

• Sale of merchandise, fruit and vegetables, building materials, furniture and gadgets,
seafood - finished and prepared products
The performance obligation is satisfied when these goods are delivered and sold.

Contract Balances

Note 2019 2018


Trade receivables – gross 7
Export - distribution =
P 205,400,872 =145,556,518
P
Foreign trading 112,685,154 129,145,982
Local - distribution 33,793,786 49,606,365
Retail 11,433,466 42,685,289
=
P 363,313,278 =366,994,154
P

Trade receivables are noninterest-bearing and are generally due and demandable or are
collectible in one month to one year. These are generally settled through cash payment or
application of customer’s deposit.

19. Equity

On December 29, 2018, the SEC approved the increase in authorized capital stock of the
Parent Company from one billion (=1,000,000,000)
P divided into one billion shares to two
billion (P
=2,000,000,000) divided into two billion common shares both with par value of one
peso (P =1). This increased the subscription of Earthright Holdings, Inc. to two hundred fifty
million common shares (250,000,000), increasing the total subscribed shares to
1,018,274,088 as at December 31, 2019 and 2018.
- 59 -

The movement in the Parent Company’s authorized number of shares with a par value of
=1
P per share is shown below:

2019 2018
Balance at beginning of year 2,000,000,000 1,000,000,000
Increase during the year – 1,000,000,000
Balance at end of year 2,000,000,000 2,000,000,000

The movement in the Parent Company’s subscribed and paid up capital is shown below:

2019 2018
Balance at beginning of year =
P 830,774,088 =668,003,586
P
Subscribed and paid up – 162,770,502
Balance at end of year =
P 830,774,088 =830,774,088
P

Rollforward analysis of subscribed capital at par value is shown below:

2019 2018
Balance at beginning of year =
P 1,018,274,088 =668,003,586
P
Subscriptions during the year – 162,770,502
Subscriptions receivable at par value – 187,500,000
Balance at end of year =
P 1,018,274,088 =1,018,274,088
P

The movement in the Parent Company’s additional paid-in capital is shown below:

2019 2018
Balance at beginning of year =
P 3,516,841,761 =2,504,341,713
P
Additions during the year (net of subscriptions
receivable of =307,481,882
P and =357,711,882
P
in 2019 and 2018, respectively)* 50,229,999 1,012,500,048
Balance at end of year =
P 3,567,071,760 =3,516,841,761
P
*The subscription receivable will be credited to additional paid – in capital upon collection.

The total number of shareholders of the Parent Company is 41 and 43 as at


December 31, 2019 and 2018, respectively.

The principal market for the Group’s capital stock is the PSE. The high and low trading prices
of the Group’s shares as at December 31, 2019 and 2018 are as follows:

2019 2018
High Low High Low
First =14.94
P =14.70
P =14.94
P =14.70
P
Second 14.50 14.40 15.52 15.08
Third 16.02 15.68 18.16 17.92
Fourth 13.50 13.00 17.08 16.62

20. Basic/Diluted Earnings (Loss) Per Share

Basic earnings (loss) per share is calculated by dividing the net earnings (loss) attributable
to stockholders of the Group by the weighted average number of ordinary shares in issue
during the year.
- 60 -

Earnings (Loss) per share attributable to the equity holders of the Group

December 31, December 31, December 31,


2019 2018 2017
Net income (loss) from continuing
operations attributable to equity
holders of the Parent Company ₱8,652,779 (₱61,005,701) =
P 104,338,067
Net loss from discontinued operations
attributable to equity holders of the
Parent Company ‒ ‒ ‒
₱8,652,779 (₱61,005,701) =
P 104,338,067
Weighted average number of common
shares 830,774,088 770,458,911 631,874,686
Basic and diluted earnings (loss) per
share ₱0.01 (₱0.08) =
P 0.16
* The weighted average number of shares takes into account the weighted average effect of the new
subscriptions during the year.

2019 2018 2017


Number of shares beginning of year 830,774,088 668,003,586 621,683,570
Weighted average number of shares
issued during the year ‒ 102,455,325 10,191,116
Weighted average number of
outstanding common shares 830,774,088 770,458,911 631,874,686

Earnings (Loss) per share attributable to the equity holders of the Parent Company from
continuing operations

2019 2018 2017


Net income (loss) from continuing
operations attributable to equity
holders of the Parent Company ₱8,652,779 (₱61,005,701) =
P 104,338,067
Weighted average number of common
shares 830,774,088 770,458,911 631,874,686
Basic and diluted earnings (loss) per
share ₱0.01 (₱0.08) =
P 0.16
* The weighted average number of shares takes into account the weighted average effect of the new subscriptions
during the year.

21. Related Party Transactions

The Company has transactions with related parties. For financial statements disclosure
purposes, an affiliate is an entity under common control of the company’s shareholders.

The Group has the following transactions with related parties:

a. Unsecured and noninterest-bearing cash advances to/from its related parties for the
acquisition of operating machinery and equipment and other investing activities and for
working capital purposes. These are payable on demand and usually settled in cash or
other form of assets by way of liquidation.

b. On December 28, 2018, the Group and a third-party individual entered into an agreement
to form a joint venture to develop a property located in Taytay Rizal. Relative to this,
the Group made a deposit amounting to =300.0
P million to acquire a portion of the
859 hectares, or a corresponding portion thereof, of titled and untitled parcels of land.
- 61 -

In 2019, the Parent Company made additional deposit amounting to =208.7


P million which
was advanced by one of its stockholders. As at reporting date, the third party is
completing the titling of the whole portion of the property to fully execute the
transactions. The deposit shall be recognized as property upon the determination of the
final amount and upon taking control of the related property.

c. A stockholder personally guaranteed several bank loans with its real estate property,
shares of stock and continuing suretyship of a stock (see Notes 17).

d. An affiliated Company provides additional guarantee to the Group’s 5–year loan in


denominated in RMB (see Note 17).

e. Details of the related party balances follow:

2019 2018
Due from:
Stockholder =
P 149,846,368 =453,975,621
P
Affiliates/Entity under common ownership 147,721,929 258,977,766
297,568,297 712,953,387
Allowance for impairment losses (6,460,530) (196,00)
=
P 291,107,767 =712,757,387
P
Due to:
Stockholder =
P 5,558,486 =‒
P
Affiliates/Entity under common ownership 38,263,157 67,357,588
=
P 43,821,643 =67,357,588
P

The rollforward analysis of related party accounts follow:

2019 2018
Due from related parties:
Balance at beginning of year =
P 712,757,387 =869,822,714
P
Advances 65,021,942 1,039,744,500
Collections (480,407,032) (1,196,613,827)
297,372,297 712,953,387
Provision for impairment losses (6,264,530) (196,000)
Balance at end of year =
P 291,107,766 =712,757,387
P
Due to related parties:
Balance at beginning of year =
P 67,357,588 =72,402,905
P
Advances 27,295,885 1,162,535,690
Payments (50,831,831) (1,167,581,007)
Balance at end of year =
P 43,821,642 =67,357,588
P

The summary of the above related party transactions follows:

2019 2018
Balance - Balance -
Amount/ Asset Amount/ Asset Terms and Guaranty/
Category Volume (Liability) Volume (Liability) Condition/Settlement Provision
Stockholders
1. Receivables =
P 149,846,368 =
P 453,975,621 Noninterest-bearing; Unsecured; no
• Advances collectible on significant
made =
P 25,822,487 =
P 52,550,250 demand; to be warranties and
• Collections (329,951,740) (20,801,135) settled in cash or covenants; no
other assets impairment
2. Payables (5,558,486) ‒ Noninterest-bearing; Unsecured; no
• Advances payable on demand; significant
received (5,558,486) ‒ to be settled in cash warranties and
or other assets covenants
- 62 -

2019 2018
Balance - Balance -
Amount/ Asset Amount/ Asset Terms and Guaranty/
Category Volume (Liability) Volume (Liability) Condition/Settlement Provision
Affiliates
1. Receivables 141,261,399 258,781,766 Noninterest-bearing; Unsecured; no
• Collections (150,455,292) (1,175,812,692) collectible on significant
• Advances demand; to be warranties and
made 39,199,455 987,193,980 settled in cash or covenants; no
• Provision for other assets impairment
impairment (6,264,530) (196,000)

2. Payables (38,263,156) (67,357,588) Noninterest-bearing; Unsecured; no


• Advances payable on demand; significant
received (21,737,399) (1,162,535,690) to be settled in cash warranties and
• Payments 50,831,831 1,167,581,007 or other assets covenants

Due from a Stockholder


Due from a stockholder is noninterest-bearing advances, unsecured, not guaranteed and no
impairment and are generally collectible in cash and other assets through liquidation or
offsetting with corresponding payable. In 2019 and 2018, the balance due from a stockholder
is current.

Due from a stockholder amounting to =3,921,779


P were written-off in 2019 (see Note 23).

Compensation of Key Management Personnel


The Group considers its President, Chief Finance Officer and Assistant Vice President as key
management personnel. Total remuneration of key management personnel, composed mainly
of short-term employee benefits and provision for retirement benefits for executive officers,
were included under “Personnel costs” in the statement of comprehensive income amounted to
=9.3
P million, =17.5
P million and =12.43
P million in 2019, 2018 and 2017, respectively. There
were no other benefits aside from the salaries and other short- term benefits.

There are no other related party transactions in 2019 and 2018.


- 63 -

Below are the account balances (receivables and payables) as of December 31, 2019 and 2018 on the separate financial statements of the Companies within the
Group which were eliminated upon consolidation:

2019

Payables

ANI FCAC IMEX BCHAC FGH FGP LFVPI FI GANA TBC HC FFCI ANI HK FUCANG Total

Receivable:

ANI P ‒ =197,837,565
= P =136,969,734
P =77,768,284
P =249,639
P =314,651
P =‒
P =16,303,471
P =2,852,493
P =108,781,670
P =
P 2,510,469 =
P 2,230,320 =
P 116,962,573 =
P 305,259,337 =
P 968,040,206

FCAC ‒ ‒ 2,600,215 33,862,689 ‒ ‒ 82,975,581 10,553 ‒ 19,200,000 ‒ ‒ ‒ ‒ 138,649,038

IMEX ‒ 7,142 ‒ ‒ ‒ ‒ ‒ ‒ ‒ 6,406,809 ‒ ‒ 7,123,316 ‒ 13,537,267

BCHAC ‒ ‒ ‒ ‒ ‒ ‒ 1,191,425 180,000 ‒ ‒ ‒ ‒ 2,416,834 ‒ 3,788,259

FGH ‒ 53,972,567 ‒ ‒ ‒ ‒ ‒ ‒ ‒ ‒ ‒ ‒ ‒ ‒ 53,972,567

LFVPI ‒ ‒ 1,500,000 ‒ ‒ ‒ ‒ 5,417,000 ‒ ‒ ‒ ‒ ‒ ‒ 6,917,000

FI ‒ ‒ 75,000 ‒ ‒ ‒ ‒ ‒ ‒ ‒ ‒ ‒ ‒ ‒ 75,000

HC 350,117 ‒ ‒ ‒ ‒ ‒ ‒ ‒ ‒ ‒ ‒ ‒ ‒ ‒ 350,117

=350,117
P =251,817,274
P =141,144,949
P =
P 111,630,973 =249,639
P =314,651
P =84,167,006
P =21,911,024
P =2,852,493
P =134,388,479
P =
P 2,510,469 =
P 2,230,320 =
P 126,502,723 =
P 305,259,337 =
P 1,185,329,454

2018

Payables

ANI FCAC IMEX BCHAC FGH FGP LFVPI FI GANA TBC HC FUCANG Total

Receivable:

ANI P‒
= =
P 195,481,723 =
P 183,998,705 =73,881,172
P =16,019,487
P =314,651
P =‒
P =19,355,792
P =
P 2,113,273 =
P 132,350,058 P‒
= =
P 279,723,247 =
P 903,238,108

FCAC ‒ ‒ 2,599,830 33,862,689 ‒ ‒ 82,975,581 10,553 ‒ 18,500,000 ‒ ‒ 137,948,653

IMEX ‒ ‒ ‒ ‒ ‒ ‒ ‒ ‒ ‒ 5,578,201 ‒ ‒ 5,578,201

BCHAC ‒ ‒ ‒ ‒ ‒ ‒ 1,191,425 180,000 ‒ ‒ ‒ ‒ 1,371,425

FGH ‒ 53,972,567 ‒ ‒ ‒ ‒ ‒ ‒ ‒ ‒ ‒ ‒ 53,972,567

LFVPI ‒ ‒ 1,500,000 ‒ ‒ ‒ ‒ 5,417,000 ‒ ‒ ‒ ‒ 6,917,000

FI ‒ ‒ 75,000 ‒ ‒ ‒ ‒ ‒ ‒ ‒ ‒ ‒ 75,000

TBC ‒ ‒ ‒ ‒ ‒ ‒ ‒ ‒ 731,839 ‒ 2,584,100 ‒ 3,315,939

HC 450,917 ‒ ‒ ‒ ‒ ‒ ‒ ‒ ‒ ‒ ‒ ‒ 450,917

ANI HK 110,182,729 ‒ ‒ ‒ ‒ ‒ ‒ ‒ ‒ ‒ ‒ ‒ 110,182,729

=110,633,646
P =
P 249,454,290 =
P 188,173,535 =107,743,861
P =16,019,487
P =314,651
P =
P 84,167,006 =24,963,345
P =
P 2,845,112 =
P 156,428,259 =
P 2,584,100 =
P 279,723,247 =
P 1,223,050,539
- 64 -

22. Cost of Sales

Cost of goods and services sold Note 2019 2018 2017


Inventories, beginning =
P 196,501,515 =28,481,528
P =28,045,844
P
Purchases and conversion cost 3,271,288,705 2,797,122,013 524,696,978
Cost of goods available for sale 3,467,790,220 2,825,603,541 552,742,822
Inventories, end 8 229,609,830 196,501,515 28,481,528
=
P 3,238,180,390 =2,629,102,026
P =524,261,294
P
Cost of goods sold of real property
Inventories, beginning =
P 749,545,116 =319,708,019
P =‒
P
Materials, development and ancillary cost 396,210,401 924,904,947 1,189,310,651
Transfer from advances to contractors 146,890,709 ‒ ‒
Transfer from CIP under investment
property 136,567,859 ‒ ‒
Cost of real property 1,429,214,085 1,244,612,966 1,189,310,651
Inventories, end 8 952,479,708 749,545,116 319,708,019
476,734,377 495,067,850 869,602,632
8 =
P 3,714,914,767 =3,124,169,876
P =1,393,863,926
P

Purchases and conversion costs consist of:

Notes 2019 2018 2017


Cost of goods =
P 3,079,223,654 =
P 2,563,439,578 =
P 392,969,357
Depreciation and amortization 12, 27 41,956,099 100,929,362 22,242,319
Salaries, wages and benefits 34,777,161 29,163,090 305,824
Rentals 27 12,491,225 15,516,143 16,308,537
Others 102,840,566 88,073,840 92,870,941
=
P 3,271,288,705 =
P 2,797,122,013 =
P 524,696,978

Others include production supplies, freight and handling costs, contracted services, gas and
oil, repairs and maintenance, tolling, sales commission and utilities.

23. General and Administrative Expenses

This account consists of:

Notes 2019 2018 2017


Taxes and licenses =
P 262,625,184 =
P 315,017,544 =
P 156,119,785
Personnel costs 100,903,640 57,884,193 71,249,704
Impairment and write-off 7, 9, 14, 21 141,801,144 10,331,173 15,484,006
Depreciation and amortization 12, 14, 27 83,615,835 29,501,273 52,251,123
Communication, light and water 21,216,271 11,115,326 8,460,677
Transportation and travel 17,237,762 7,780,992 4,337,853
Rentals 27 11,719,787 20,115,511 39,449,862
Advertising 8,976,663 46,353,815 82,227,427
Professional fees 8,244,200 10,705,205 10,451,424
Representation and entertainment 7,949,320 48,937,850 117,252,741
Repairs and maintenance 3,009,600 1,812,696 5,535,361
Supplies 4,309,904 2,964,761 3,310,998
Freight and handling cost 2,119,249 10,703,157 12,008,413
Retirement benefit expense 25 1,372,732 1,605,716 1,506,025

(Forward)
- 65 -

(Carryforward)

Notes 2019 2018 2017


Contracted services 1,258,853 1,272,665 1,006,829
Insurance 1,051,249 565,909 441,348
Dues and subscription 896,654 2,788,106 372,021
Bank charges 823,888 153,566 361,473
Commissions 35,168 301,041 258,983
Director’s fee ‒ ‒ 4,760,904
Others 13,233,654 4,890,873 8,704,820
=
P 692,400,757 =
P 584,801,372 =
P 595,551,777

Personnel cost are as follows:

2019 2018 2017


Salaries and wages =
P 97,013,319 =
P 54,606,368 =
P 68,798,169
Other employee benefits 3,890,321 3,277,825 2,451,535
=
P 100,903,640 =
P 57,884,193 =
P 71,249,704

Other employee benefits include SSS, HDMF, Philhealth employer contributions and
13th month pay.

Others pertains to trainings and seminars, pest controls, mails and postages and printing.

24. Other Income (Charges)

Notes 2019 2018 2017


Other income
Reversal of trade and other
payables 16 =
P 79,412,030 =
P 99,779,730 =
P 198,493,232
Shared management fee 6,869,118 – –
Reversal of allowance for
impairment 7, 9 2,753,418 – –
Rental income 27 1,160,459 1,167,201 1,182,358
Gain on debt restructuring 17 – – 8,826,671
Others – 2,087,564 166,182
90,195,025 103,034,495 208,668,443
Other expenses:
Net foreign exchange loss 28 4,875,562 9,906,088 685,272
Loss on sale of property and
equipment 12 1,348,672 5,763,641 60,831
Others – 61,420 2,125,728
6,224,234 15,731,149 2,871,831
=
P 83,970,791 =
P 87,303,346 =
P 205,796,612

Unaffiliated companies engaged to manage its operations such as facilitates fund sourcing,
handling of sales, administrative financial and human resource during the year. Management
income earned in 2019 amounted to = P 6.9 million.

25. Retirement Liability

The Group has unfunded, noncontributory defined benefit retirement plan covering
substantially all of its employees. Benefits are based on the employee’s years of service and
final plan salary. The Group will settle the retirement benefit expense once becomes due.
- 66 -

Under the existing regulatory framework, Republic Act 7641 requires provision for retirement
pay to qualified private sector employees in the absence of any retirement plan in the entity,
provided however that the employee’s retirement benefits under any collective bargaining
and other agreements shall not be less than those provided under the law. The law does not
require minimum funding of the plan.

Retirement benefits are based on employees’ years of service and compensation levels during
their employment period. Actuarial valuations are made with sufficient regularity.

The last actuarial valuation was made on April 1, 2020 as at and for the years ended
December 31, 2019 and 2018.

The following table summarizes the components of pension costs recognized in the Group’s
consolidated statements of comprehensive income:

Note 2019 2018 2017


Charged to profit and loss:
Current service cost =
P 917,300 =
P 1,215,273 =
P 1,206,853
Net interest cost 455,432 390,443 299,172
23 1,372,732 1,605,716 1,506,025
Charged (credited) to other comprehensive income:
Net remeasurement gains 3,278,867 (2,911,645) 194,920
=
P 4,651,599 (P
=1,305,929) =
P 1,700,945

Movement of retirement liability recognized in the consolidated statements of financial


position are as follows:

Note 2019 2018


Balance at beginning of year =
P 5,883,055 =7,188,984
P
Retirement benefits expense 23 1,372,732 1,605,716
Remeasurement loss (gain) 3,278,867 (2,911,645)
Balance at end of year 10,534,654 =5,883,055
P

The rollforward of net cumulative remeasurement gain (loss) on retirement benefits as at


December 31, 2019 and 2018 follows:

2019 2018
Balance at beginning of year =
P 6,931,480 =4,019,835
P
Remeasurement gain (loss) (3,278,867) 2,911,645
Balance at end of year =
P 3,652,613 =6,931,480
P

The cost of defined benefit pension plans and other post-employment medical benefits as
well as the present value of the pension obligation are determined using actuarial valuations.
The actuarial valuation involves making various assumptions. The principal assumptions used
in determining pension and post-employment benefit obligations for the defined benefit plans
are shown below:

2019 2018 2017


Discount rate 7.80% 7.70% 5.80%
Projected salary increase rate 5.00% 5.00% 5.00%

The sensitivities regarding the principal assumptions used to measure the defined benefit
liability is as follows:
- 67 -

2019 2018
Percentage Effect in Percentage Effect in
increase defined increase defined
(decrease) in benefit (decrease) in benefit
basis points obligation basis points obligation
Discount rate 0.50% (P
=124,992) 0.50% (P
=56,685)
(0.50%) 124,992 (0.50%) 56,685

Future salary increase rate 0.50% (45,865) 0.50% (44,078)


(0.50%) 45,865 (0.50%) 44,078

All other assumptions are held constant in determining the sensitivity results above.

The estimated average remaining working lives of employees is 14 years for the years ended
December 31, 2019 and 2018.

26. Income Taxes

a. The Parent Company and local subsidiaries are subject to RCIT or MCIT whichever is
higher. Foreign subsidiaries are subject to corporate income tax at statutory tax rate
applicable to their respective countries. Income tax expense amounted to =69.6
P million,
=137.3
P million and =65.7
P million in 2019, 2018 and 2017, respectively.

b. A reconciliation of provision for income tax (benefit from) for 2019 and 2018 applicable
to income before income tax computed at the statutory income tax rates follows:

2019 2018 2017


Income before income tax =
P 159,465,450 =163,036,021
P =251,461,715
P
Multiplied by statutory rate 30% 30% 30%
Income tax at statutory rate 47,839,635 48,910,806 75,438,515
Income tax effects of:
Changes in unrecognized deferred tax
assets 44,761,981 34,150,322 (71,200,884)
Application of NOLCO (17,496,931) (6,442,259) (7,530,366)
Nontaxable income (11,661,343) – (49,855)
Provision for impairment losses 4,234,763 3,099,352 –
Nondeductible expenses 1,929,074 55,896,847 1,001,595
Interest income subject to final tax (30,912) (191,939) (8,629)
Expired NOLCO – 1,882,606 49,290,664
Applied/Expired MCIT – 35,295 19,740,333
Total income tax – current and deferred 69,576,267 137,341,030 60,681,373
Deferred income tax benefit (102,449) – (5,249,652)
Current income tax expense =
P 69,678,716 =137,341,030
P =65,661,025
P

c. The Group has unrecognized deferred income tax from the following:

Notes 2019 2018 2017


NOLCO =
P 65,789,907 =218,629,784
P =379,727,997
P
Allowance for impairment losses 7, 9 105,270,577 113,829,632 76,163,001
Unrealized foreign exchange loss 4,559,300 8,860,984 614,893
Retirement liability 25 10,534,653 5,883,055 7,286,314
MCIT 14,998,515 11,445,791 8,691,449
=
P 201,152,952 =358,649,246
P =472,483,654
P

The Group reviews deferred tax assets at each financial reporting date and recognized
these to the extent that it is probable that sufficient taxable profit will be available to
allow all or part of the deferred income tax assets to be utilized.
- 68 -

d. In 2019, income tax benefit amounting to =102,449


P pertains to the excess of lease
liability over the right-of-use assets.

e. The movement of the Group’s deferred income tax account in the consolidated
statements of financial position is as follows:

2017
Balance at Deferred income
beginning of tax benefit Balance at end
Note year (expense) of year
Deferred tax assets
Derecognition =
P 4,619,660 (=
P 4,619,660) P–
=
Deferred income tax recognized in OCI:
Remeasurement gain 14 629,992 (629,992) –
Total =
P 5,249,652 (=
P 5,249,652) P–
=

f. The Group incurred NOLCO which can be claimed as deduction against future taxable
income as follows:

Year incurred Expiration Expired /Applied Unapplied Tax Effect


2016 2019 =177,610,018
P =−
P =−
P
2017 2020 − 11,425,441 3,427,632
2018 2021 591,430 31,793,674 9,538,102
2019 2022 110,633 27,885,057 8,365,517
=178,312,081
P =71,104,172
P =21,331,251
P

g. The Group incurred MCIT which can be claimed as deduction against future tax due as
follows:

Year incurred Expiration Expired/Applied Unapplied


2016 2019 =297,267
P =−
P
2017 2020 600,014 4,056,662
2018 2021 38,824 4,935,581
2019 2022 26,997 5,119,516
=963,102
P =14,111,759
P

h. The Group opted for the itemized deduction scheme for its income tax reporting in 2019
and 2018.

27. Lease Agreements

Group as Lessor
The Group has an operating lease arrangement of its property to a third-party construction
company.

The lease has a term of one year commencing from January 1, to December 31, 2018 subject
to an annual review and renewable upon mutual agreement of the parties. The lease contract
was renewed in 2019 for another twelve (12) months. Refundable deposit pertaining to this
lease amounted to =121,511
P (see Note 15).

The lease agreement includes clause requiring the lessee to be liable when the property has
been subjected to excess wear-and-tear during the lease term. This strategy minimizes the
risk exposure to residual value of the underlying asset.

Estimated future minimum lease receipts to be collected to lessee as at December 31, 2019
and 2018 amounted to =1.1
P million.
- 69 -

Rental income from the lease amounted to =1.2


P million in 2019, 2018 and 2017
(see Note 24).

Group as Lessee
The Group leases machinery, transportation equipment and store premises from third parties
under finance lease agreements ranging from four to seven years.

I. Right-of-use asset
The balance and movements of ROU assets as at and for the year ended
December 31, 2019 relating to the lease of machinery, transportation equipment and
store premises is as follows (see Note 12):

Transportation Right of use


Note Machinery equipment asset Total
Net carrying value as at
January 1, 2019 =137,958,458
P =820,556
P =11,928,833
P =150,707,847
P
Reclassification due to
adoption of PFRS 16 11 (137,958,458) (820,556) 138,779,014 –
Amortization during the year 17 – – (24,537,242) (24,537,242)
Net carrying value =–
P =–
P =126,170,605
P =126,710,605
P

II. Refundable Deposit


The balance and movements of refundable deposits as at December 31, 2019 follow:

Notes
Carrying value as at December 31, 2018 =1,189,538
P
Discount on refundable deposit 9, 15 (191,598)
Carrying value as at January 1, 2019 997,940
Amortization of refundable deposit 76,128
Carrying value as at December 31, 2019 9, 15 =1,074,068
P

Relative to the lease, the Group’s refundable deposit amounted to =10.1P million and
=13.2
P million equivalent to one month lease rental based on rental rate applicable on the
last year of the lease term (see Notes 9 and 15). The refundable deposit is presented
under “Prepayments and other current assets” and “Other noncurrent” accounts in the
statements of financial position as at December 31, 2019 and 2018 (see Notes 9 and 15).

III. Lease Liability


The balance and movements of lease liability as at December 31, 2019 and 2018 relating
to the lease above follow:

2018
(Finance lease
2019 under PAS 17)
Balance at the beginning of year =
P 29,793,085 =50,748,241
P
Adjustment due to adoption of PFRS 16 11,737,235 −
Balance at beginning of year, as adjusted 41,530,320 50,748,241
Payment of lease liability (29,050,609) (20,955,156)
Unrealized foreign exchange gain (613,923) −
Net carrying value 11,865,788 29,793,085
Less current portion 8,496,208 29,793,085
Noncurrent portion =
P 3,369,580 =−
P
- 70 -

IV. Short-term Leases


The Group leases office spaces, warehouses, residential units, warehouse equipment
under lease agreements usually for a period of one year, renewable subject to the mutual
consent of the lessor and the lessee without any escalation clause. The Group agreed to
pay monthly fixed payment additional payment for utilities and intercommunication
service. As at December 31, 2019 and 2018, there are 43 and 42 store outlets,
respectively, being held under operating lease agreements.

V. Amounts recognized in profit or loss:

2019 - Leases under PFRS 16 Notes


Amortization of right-of-use assets 23 =24,537,242
P
Rent expense relating to short-term lease 22, 23 24,211,013
Rent income 1,160,459
Interest cost on lease liability 1,139,283
Accretion income on refundable deposit 76,128

2018 – Leases under PAS 17 Notes


Amortization of machinery and
transportation equipment 12 =19,884,184
P
Interest cost on lease liability 1,665,401
Rent income 1,167,201
Rent expense 22, 23 35,631,654

Future minimum lease payments under these operating leases as at December 31, 2019
and 2018 cannot be reliably determined as it includes variable factors in determining the
lease payments for the short-term leases.

Rental expense was charged to the following:

Note 2019 2018 2017


Cost of sales 22 =
P 12,491,225 =15,516,143
P =16,308,537
P
General and administrative expenses 23 11,719,788 20,115,511 39,449,862
=
P 24,211,013 =35,631,654
P =55,758,399
P

28. Financial Risk Management and Capital Management Objectives and Policies

Financial Risk Management Objectives and Policies

The Group’s principal financial instruments consist of cash, trade and other receivables
(excluding advances to officers and employees), due to and from related parties and
stockholder, loans and lease payable. The main purpose of these financial instruments is to
finance the Group’s normal course of its operating activities. The Group has various other
financial assets and financial liabilities such as refundable deposits under “Prepayments and
other current assets” and “Other noncurrent assets” and trade and other payables (excluding
government-regulated payables and customer deposits) which arise directly from its
operations.

The main risks arising from the Group’s financial instruments are credit risk, liquidity risk,
market risk, interest rate risk and foreign currency risk. The BOD reviews and agrees policies
for managing each of these risks and they are summarized below:

• Credit Risk
Credit risk refers to the potential loss arising from any failure by counterparties to fulfill
their obligations, as and when they fall due. It is inherent to the business as potential
losses may arise due to the failure of its customers and counterparties to fulfill their
obligations on maturity periods or due to adverse market conditions.
- 71 -

a. Credit risk exposure


The table below shows the maximum exposure to credit risk for the Group’s financial
assets, without taking into account any collateral and other credit enhancements as
at December 31, 2019 and 2018:

Notes 2019 2018


Financial assets at amortized costs:
Cash 6 =
P 73,618,554 =58,123,151
P
Trade and other receivables – net* 7 573,630,679 497,793,740
Due from related parties – net 21 141,261,398 258,781,766
Due from a stockholder 21 124,735,186 400,003,169
Refundable deposits – net 9, 15 7,661,988 13,198,927
920,907,805 1,227,900,753
Financial assets at FVOCI 10 43,507,200 46,063,800
=
P 964,415,005 =1,273,964,553
P
*Excluding nonfinancial assets amounting to =49,211,172
P and =30,798,870
P in 2019 and 2018, respectively.

The table above excludes financial assets and financial liabilities of subsidiaries
accounted for using the liquidation basis of accounting (see Note 29).

b. Credit quality per class of financial assets


The credit quality of financial assets is managed by the Group using internal credit
ratings and is classified into three: (a) high grade which has no history of default;
(b) standard grade which pertains to accounts with history of one (1) or two (2)
defaults, and (c) substandard grade, which pertains to accounts with history of at
least 3 payment defaults.

The table below summarizes the credit quality of the Group’s financial assets based
on its historical experience with the corresponding parties as at December 31, 2019
and 2018:

2019
Neither past due nor Past due but
impaired not impaired Impaired Total
High grade Standard grade
Cash =73,264,050
P =354,504
P =‒
P =‒
P =73,618,554
P
Trade and other
receivables – net * 453,506,760 120,123,919 82,796,323 656,427,002
Due from related parties
– net ‒ 141,261,398 ‒ ‒ 141,261,398
Due from a stockholder ‒ 124,735,186 ‒ ‒ 124,735,186
Financial assets at FVOCI ‒ 43,507,200 ‒ ‒ 43,507,200
Refundable deposits –
net ‒ 9,640,444 ‒ 6,711,100 16,351,544
Total =73,264,050
P =773,005,492
P =120,123,919
P =89,507,423
P =1,055,900,884
P

*Excluding nonfinancial assets amounting to =49,211,172


P .
- 72 -

2018
Neither past due nor Past due but
impaired not impaired Impaired Total
High grade Standard grade
Cash =57,668,833
P =454,318
P =‒
P =‒
P =58,123,151
P
Trade and other
receivables* 156,497,922 311,949,012 25,829,789 103,228,268 597,504,991
Due from related parties ‒ 258,781,766 ‒ ‒ 258,781,766
Due from a stockholder ‒ 400,003,164 ‒ ‒ 400,003,164
Financial assets at FVOCI ‒ 46,033,800 ‒ ‒ 46,033,800
Refundable deposits 140,752 12,080,900 ‒ 6,711,100 18,932,752
Total =214,307,507
P =1,029,302,960
P =25,829,789
P =109,939,368
P =1,379,379,624
P

*Excluding nonfinancial assets amounting to =


P 30,798,870.

The table above excludes financial assets and financial liabilities of subsidiaries
accounted for using the liquidation basis of accounting (see Note 29).

• Cash in banks classified as high grade are deposited and invested with banks with
good credit training and can be withdrawn anytime. Standard grade cash in
banks are those deposited under rural banks.
• High grade receivables pertain to receivables from third party buyers of real
estate of the Group and program partners who consistently pay before the
maturity date. Standard grade receivables are receivables that are collected on
their due dates even without an effort from the Group to follow them up. Both
high grade and standard grade receivables currently have no to minimal history
of default.
• Due from related parties and stockholder are assessed as standard grade since
the Group practices offsetting of receivables and payables.
• High-grade refundable deposits are accounts considered to be high value. The
counterparties have a very remote likelihood of default. Refundable security
deposits assessed as standard grade are refunded upon termination or fulfilment
of agreement.

Below is the aging analysis of past due but not impaired trade and other receivables:

30 to 61 to More than
Trade 60 days 90 days 90 days Total
2019 =29,753,209
P =32,037,463
P =58,333,247
P =120,123,919
P
2018 =–
P =–
P =25,829,789
P =25,829,789
P

c. Risk concentrations of the maximum exposure to credit risk


Concentrations arise when a number of counterparties are engaged in similar
business activities or activities in the same geographic region or have similar
economic features that would cause their ability to meet contractual obligations to be
similarly affected by changes in economic, political or other conditions.
Concentrations indicate the relative sensitivity of the Group’s performance to
developments affecting a particular industry or geographical location. Such credit
risk concentrations, if not properly managed, may cause significant losses that could
threaten the Group’s financial strength and undermine public confidence. The Group
is not exposed to large concentration of credit risks.
- 73 -

d. Impairment assessment
The Group applies general approach for determining the expected credit losses of
cash in banks, nontrade receivables, due from related parties, due from a stockholder
and refundable deposit. A credit loss is the difference between the cash flows that
are expected to be received discounted at the original effective interest rate and
contractual cash flows in accordance with the contract. The loss allowance for
financial assets are based on the assumptions about risk of default and expected loss
rates. In addition, management’s assessment of the credit risk on cash in bank and
nontrade receivables as at the reporting date is low. The management provided
allowance for impairment of due from related parties and refundable deposits
amounting to =1.1
P million and =6.1
P million in 2019, respectively (see Notes 21 and
9).

The Group applies the PFRS 9 simplified approach to measuring expected credit losses
which uses a lifetime expected loss allowance for trade receivables. To measure
expected credit loss, receivables were grouped based on days past due and grouped
the customers according to their profile. The expected loss rates are based on the
historical credit losses within the period of time. The historical loss rates are adjusted
to reflect current and forward-looking information affecting the ability of the
customers to settle the receivables.

The Group has identified GDP of Asia Pacific continent to which the principal entities
of the Group’s customers are based as the most relevant factor, and accordingly
adjust historical loss rate based on the changes on GDP growth rates. The Group has
identified GDP of the Philippines as the most relevant factor for its local and related
party sales.

Based on the above basis, the loss allowance on receivables as at December 31, 2019
and 2018 was determined as follows:

2019
1 to 30 days Over 30 to 60 Over 60 to 90 Over 90 days
past due days past due days past due past due
Export
Expected loss rate 0.63% 0.65% 0.05% 38.24%
Gross carrying amount of
remaining trade receivable
subject to ECL =36,862,818
P =29,346,563
P =31,611,418
P =86,506,798
P
Loss allowance =232,236
P =190,753
P =15,806
P =33,080,200
P
Local
Expected loss rate 0.32% 0.00% 0.00% 51.23%
Gross carrying amount of
remaining trade receivable
subject to ECL =12,003,542
P =406,646
P =–
P =278,341
P
Loss allowance =38,411
P =–
P =–
P =142,594
P
Related party
Expected loss rate 8.19% 5.65% 6.16% 17.34%
Gross carrying amount of
remaining trade receivable
subject to ECL =44,400
P =–
P =426,045
P =6,386,794
P
Loss allowance =3,636
P =–
P =26,244
P =1,107,470
P
- 74 -

2018
1 to 30 days Over 30 to 60 Over 60 to 90 Over 90 days
past due days past due days past due past due
Export
Expected loss rate 0.00% 0.00% 0.00% 45.18%
Gross carrying amount of
remaining trade receivable
subject to ECL =5,266,287
P =2,980,840
P =178,501
P =96,519,102
P
Loss allowance =–
P =–
P =–
P =43,607,330
P
Local
Expected loss rate 0.00% 0.00% 0.00% 10.98%
Gross carrying amount of
remaining trade receivable
subject to ECL =7,741,090
P =–
P =–
P =65,408,977
P
Loss allowance =–
P =–
P =–
P =7,181,906
P

Aside from the ECL computation the management provided additional allowance for
the year amounted to =6.0P million for the trade receivables management has
assessed to be uncollectible.

Total provision for impairment losses recognized under Operating expenses account
in profit or loss amounted to =6.9
P million in 2019 and =52.7
P million in 2018
(see Note 7).

• Liquidity Risk
Liquidity risk is the risk that the Group will be unable to meet its payment obligations
when they fall due under normal and stress circumstances. To limit the risk, the Group
maintains sufficient cash to meet operating capital requirements. The Group also
monitors the maturities of its financial assets and financial liabilities and ensures that it
has sufficient current assets to settle the current liabilities.

The tables below summarize the maturity profile of the Group’s financial liabilities and
assets as at December 31, 2019 and 2018 based on undiscounted payments:

2019
Due within Due beyond
Notes On demand one year one year Total
Financial assets
Cash 6 =73,618,554
P =‒
P =‒
P =73,618,554
P
Trade and other receivables –
net* 7 175,283,898 398,346,781 ‒ 573,630,679
Due from related parties 21 141,261,398 ‒ ‒ 141,261,398
Due from a stockholder 21 124,735,186 ‒ ‒ 124,735,186
Financial assets at FVOCI 10 ‒ ‒ 43,507,200 43,507,200
Refundable deposits – net 9, 15 ‒ 8,022,712 1,978,456 10,001,168
=514,899,036
P =406,369,493
P =45,485,656
P =966,754,185
P

Other financial liabilities


Trade and other payables** 16 =81,124,584
P =492,780,417
P =‒
P =573,905,001
P
Due to related parties 21 42,734,321 ‒ ‒ 42,734,321
Loans payable 17 ‒ 500,169,849 159,653,804 659,823,653
Lease liability 27 ‒ 8,496,208 3,369,580 11,865,788
=123,858,905
P =1,001,446,474
P =163,023,384
P =1,288,328,763
P

*Excluding nonfinancial assets amounting to =49,211,172.


P
**Excluding nonfinancial liabilities to =271,385,436
P .
- 75 -

2018
Due within Due beyond
Notes On demand one year one year Total
Financial assets
Cash 6 =61,042,651
P =‒
P =‒
P =61,042,651
P
Trade and other receivables –
net* 7 152,365,748 341,910,976 ‒ 494,276,724
Due from related parties 21 258,781,766 ‒ ‒ 258,781,766
Due from a stockholder 21 400,003,164 ‒ ‒ 400,003,164
Financial assets at FVOCI 10 ‒ ‒ 46,063,800 46,063,800
Refundable deposits 9, 15 ‒ 5,510,552 8,758,531 14,269,083
=872,193,329
P =347,421,528
P =54,822,331
P =1,274,437,168
P

Other financial liabilities


Trade and other payables** 16 =123,596,332
P =595,049,763
P =‒
P =718,646,095
P
Due to related parties 21 66,903,932 ‒ ‒ 66,903,932
Loans payable 17 ‒ 726,055,876 346,203,841 1,072,259,717
Lease liability 27 ‒ 29,793,085 ‒ 29,793,085
=190,500,264
P =1,350,898,724
P =346,203,841
P =1,887,602,829
P

*Excluding nonfinancial assets amounting to =30,798,870.


P

*Excluding nonfinancial liabilities amounting to =300,445,373.


P

The table above excludes financial assets and financial liabilities of subsidiaries accounted
for using the liquidation basis of accounting (see Note 29).

• Market Risk
Market risk is the risk of loss to future earnings, to fair values or to future cash flows that
may result from changes in the price of a financial instrument. The value of a financial
instrument may change as a result of changes in foreign currency exchanges rates and
interest rates.

Foreign currency risk


Foreign currency risk is the risk to earnings or capital arising from changes in foreign
exchange rates. The Group takes on exposure to effects of fluctuations in the prevailing
foreign currency exchange rates on its consolidated financial statements and cash flows.

The Group has transactional currency exposures. Such exposure generally arises from
cash in banks, trade receivable and payables, deposits, loans payable and lease liability
in Renminbi (RMB), Hong Kong Dollar (HK$), United States Dollar (US$) and Australian
Dollar (AU$). The Group did not seek to hedge the exposure on the change in foreign
exchange rates between the RMB, US$, HK$, AU$ and the Philippine Pesos. The Group
does not generally believe that active currency hedging would provide long-term benefits
to stockholders.

The Group’s policy is to maintain foreign currency exposure within acceptable limits and
within existing regulatory guidelines. The Group believes that its profile of foreign
currency exposure on its assets and liabilities is within conservative limits for an
institution engaged in the type of business in which the Group is involved.
- 76 -

2019
Peso Peso Peso Peso
RMB equivalent HKD equivalent US$ equivalent AU$ equivalent
Financial assets:
Cash in banks RMB6,707,429 =50,266,815
P HK$2,417 =15,750
P US$34,176 =1,734,227
P AU$‒ =‒
P
Trade and other receivables 41,945,850 314,350,589 58,350 380,220 3,846,224 195,172,791 ‒ ‒
Deposits ‒ ‒ ‒ ‒ ‒ ‒ 172,000 6,064,187
48,653,279 364,617,404 60,767 395,970 3,880,400 196,907,018 172,000 6,064,187
Financial liabilities:
Trade and other payables 62,455,829 468,056,474 34,952 227,754 ‒ ‒ ‒ ‒
Loans payable 4,385,781 32,867,920 ‒ ‒ 1,048,205 53,190,114 ‒ ‒
Lease liability ‒ ‒ ‒ ‒ 86,000 4,363,984 ‒ ‒
66,841,610 500,924,394 34,952 227,754 1,134,205 57,554,098 ‒ ‒
Net financial assets (liabilities) (RMB18,188,331) (P
=136,306,990) HK$25,815 =168,216
P US$2,746,195 =139,352,920
P AU$172,000 =6,064,187
P

2018
Peso Peso Peso Peso
RMB equivalent HKD equivalent US$ equivalent AU$ equivalent
Financial assets:
Cash in banks RMB3,554,395 =27,288,160
P HK$83,064 =559,386
P US$46,725 =2,463,529
P AU$‒ =‒
P
Trade and other receivables 40,767,609 312,985,165 2,707,662 18,234,479 ‒ ‒ ‒ ‒
Deposits ‒ ‒ ‒ ‒ ‒ ‒ 172,000 6,376,074
44,322,004 340,273,325 2,790,726 18,793,865 46,725 2,463,529 172,000 6,376,074
Financial liabilities:
Trade and other payables 77,877,490 597,888,854 267,872 1,803,957 ‒ ‒ ‒ ‒
Loans payable 37,100,001 284,827,838 ‒ ‒ 2,682,485 141,431,339 ‒ ‒
Lease liability ‒ ‒ ‒ ‒ 341,000 17,978,884 ‒ ‒
114,977,491 882,716,692 267,872 1,803,957 3,023,485 159,410,223 ‒ ‒
Net financial assets (liabilities) (RMB70,655,487) (P
=542,443,367) HK$2,522,854 =16,989,908
P (US$2,976,760) (P
=156,946,694) AU$172,000 =6,376,074
P
- 77 -

The equivalent exchange rates of one foreign currency in Philippine peso as at


December 31, 2019 and 2018 are as follows:

2019 2018
RMB =
P 7.494 =7.677
P
HK$ 6.516 6.734
US$ 50.744 52.724
AU$ 35.257 37.070

The sensitivity to a reasonably possible change in the exchange rate, with all other
variables held constant, of the Group’s income before income tax in 2019 and 2018 are
as follows:

2019 2018
Increase Increase Increase Increase
(decrease) (decrease) (decrease) (decrease)
in exchange in exchange in exchange in exchange
Currency rates rates rates rates
RMB 7.51% 10,233,551 0.47% 2,549,484
-7.51% (10,233,551) -0.47% (2,549,484)

HK$ 2.43% 4,088 2.37% 402,661


-2.43% (4,088) -2.37% (402,661)

US$ 3.17% 4,417,488 2.47% 3,876,583


-3.17% (4,417,488) -2.47% (3,876,583)

AU$ 2.03% 123,103 1.94% 123,696


-2.03% (123,103) -1.94% (123,696)

Foreign exchange loss is as follows:

2019 2018 2017


Unrealized foreign exchange loss =
P 4,561,227 =8,858,183
P =614,782
P
Realized foreign exchange losses 314,335 1,047,905 70,490
=
P 4,875,562 =9,906,088
P =685,272
P

Interest Rate Risk


The Group is exposed to interest rate fluctuations on their cash in banks, loans and lease
liability. Other financial assets and liabilities which principally arise in the ordinary course
of its operations are generally short-term and noninterest–bearing.

Historically, the rate fluctuations relative to its cash in banks and lease liabilities are
minimal.

As at December 31, 2019 and 2018, the Group’s loans payable is at interest rates that is
subject for evaluation regularly. Interest risk is managed through regular monitoring.

The following table set forth the impact of the range of reasonably possible changes in
the interest rates on the Group’s income before income tax and equity in 2019 and 2018:
- 78 -

Reasonably possible changes in Effect on income Effect on


interest rates before tax equity
2019 0.11% (=442,393)
P (=309,675)
P
(0.11%) 442,393 309,675

2018 0.013% (=100,242)


P (=70,169)
P
(0.013%) 100,242 70,169

Capital Management
The primary objective of the Group’s capital management is to ensure that the Group has
sufficient funds in order to support their business, pay existing obligations and maximize
shareholder value. The Group considers advances from related parties as capital.

The Group’s policy is to maintain sufficient capital to cover working capital requirements. The
Group obtains advances from related parties to cover inadequacy in working capital.

As at December 31, 2019 and 2018, the Group considers the following accounts as capital:

2019 2018
Capital stock =
P 830,774,088 =830,774,088
P
Additional paid-in capital 3,567,071,760 3,516,841,760
Due to related parties 43,821,643 67,357,588
Loans payable 659,823,653 1,072,259,717
Total capital =
P 5,101,491,144 =5,487,233,153
P

The Group has no externally imposed capital requirement. No changes were made in the
objectives, policies or processes during the years ended December 31, 2019 and 2018.

29. Fair Value Measurement

Set out below is a comparison by category of carrying values and estimated fair values of
Group’s financial instruments as at December 31, 2019 and 2018:

Going concern basis of accounting

2019
Significant observable
Notes Carrying value Fair value inputs (Level 2)
PFRS 9 measurement category:
Financial assets at amortized cost
Cash 6 =73,618,554
P =73,618,554
P =73,618,554
P
Trade and other receivables – net* 7 573,630,679 573,630,679 573,630,679
Due from related parties – net 21 141,261,398 141,261,398 141,261,398
Due from a stockholder 21 124,735,186 124,735,186 124,735,186
Refundable deposits – net 9, 15 7,661,988 7,661,988 7,661,988
920,907,805 920,907,805 920,907,805
Financial assets at FVOCI 10 43,507,200 43,507,200 43,507,200
=964,415,005
P =964,415,005
P =964,415,005
P
PFRS 9 measurement category:
Financial liabilities at amortized cost:
Trade payables and other payables** 16 =573,905,011
P =573,905,011
P =573,905,011
P
Due to related parties 21 42,734,321 42,734,321 42,734,321
Loans payable 17 659,823,653 659,823,653 659,823,653
Lease liability 27 11,865,788 11,865,788 11,865,788
=1,288,328,773
P =1,288,328,773
P =1,288,328,773
P

*Excluding nonfinancial assets amounting to =


P 49,211,172
*Excluding nonfinancial liabilities amounting to =
P 271,385,436.
- 79 -

2018
Significant observable
Notes Carrying value Fair value inputs (Level 2)
PFRS 9 measurement category:
Financial assets at amortized cost
Cash 6 =61,042,651
P =61,042,651
P =61,042,651
P
Trade and other receivables – net* 7 494,276,724 494,276,724 494,276,724
Due from related parties 21 258,781,766 258,781,766 258,781,766
Due from a stockholder 21 400,003,164 400,003,164 400,003,164
Refundable deposits 9, 15 13,198,927 13,198,927 13,198,927
1,227,303,232 1,227,303,232 1,227,303,232
Financial assets at FVOCI 46,063,800 46,063,800 46,063,800
=1,273,367,032
P =1,273,367,032
P =1,273,367,032
P
PFRS 9 measurement category:
Financial liabilities at amortized cost:
Trade payables and other
payables** 16 =718,646,095
P =718,646,095
P =718,646,095
P
Due to related parties 21 66,903,932 66,903,932 66,903,932
Loans payable 17 1,072,259,717 1,072,259,717 1,072,259,717
Lease liability 27 29,793,085 29,793,085 29,793,085
=1,887,602,829
P =1,887,602,829
P =1,887,602,829
P

*Excluding nonfinancial assets amounting to =30,798,870.


P
**Excluding nonfinancial liabilities amounting to =300,445,373.
P

Liquidation basis of accounting

Note 2019 2018


Financial assets measured at net realizable value:
Cash in banks 6 =
P 99,285 =‒
P
Trade and other receivables – net* 7 3,753 ‒
Due from a stockholder 21 25,111,182 53,972,457
Refundable deposits 15 360,724 ‒
=
P 25,574,944 =53,972,457
P
Financial liabilities measured at settlement amount:
Trade payables and other payables** 16 =
P 19,714,275 =17,327,599
P
Due to related parties 21 1,087,322 453,656
=
P 20,801,597 =17,781,255
P
*Excluding nonfinancial assets amounting to =18,000
P in 2019 and nil in 2018.
**Excluding nonfinancial liabilities amounting to =306,120
P in 2019 and nil in 2018.

Methods and Assumptions Used to Estimate Fair Value


The management assessed that the following financial instruments approximate their
carrying amounts based on the methods and assumptions used to estimate the fair values:

Cash in banks, trade and other receivables, due to/from related parties and stockholders
and trade and other payables
The carrying amounts of cash in banks, trade and other receivables, due to/from related
parties and stockholder, current refundable deposits and trade and other payables
approximate their fair values due to the short-term nature of these financial instruments.

The fair value of noncurrent refundable deposits from long-term lease contracts is the present
value of the discounted expected future cash flows using the incremental borrowing rate as
at January 1, 2019.
- 80 -

Loans and borrowings


The carrying value of loans and borrowings approximate their fair values as their interest
rates are based on market rates for debt with the same maturity profiles at the end of the
reporting period.

Lease liability
The fair values of lease payable are based on the present value of future cash flows
discounted using the current rates available for debt with the same maturity profile as at the
end of the reporting period.

There has been no reclassification among the levels of heirarchy during 2019 and 2018.

30. Noncontrolling Interest

Noncontrolling interests represents the equity in subsidiaries not attributable directly or


indirectly to the Group. The details of the account are as follows:

2019
Balance at beginning Comprehensive income Balance at
of year (loss) end of year
Fucang =633,144,953
P =39,300,460
P =672,445,413
P
ANI HK 113,795,597 90,328 113,385,925
TBC (39,995,050) 141,410 (39,853,640)
FFCI (19,467,628) 4,253,232 (15,214,396)
FI (2,944,544) – (2,944,544)
FGP 1,921,666 (50,618) 1,871,048
Heppy (578,804) 22,766 (556,038)
=685,576,190
P =43,757,578
P =729,633,769
P

2018
Balance at Comprehensive Effect of Balance at
beginning of year income (loss) consolidation end of year
Fucang =535,934,041
P =95,992,723
P =1,218,189
P =633,144,953
P
ANI HK 119,997,251 (6,201,654) – 113,795,597
TBC (44,171,873) 4,176,823 – (39,995,050)
FFCI (18,787,059) (680,568) – (19,467,628)
FI (2,944,544) – – (2,944,544)
FGP 1,960,866 (39,200) – 1,921,666
Heppy (793,982) 215,178 – (578,804)
=591,194,700
P =93,463,301
P =1,218,189
P =685,876,190
P

2017
Balance at Comprehensive Effect of Balance at
beginning of year income (loss) consolidation end of year
ANI HK =106,845,912
P =13,151,339
P P–
= =119,997,251
P
TBC (41,075,238) (3,096,635) – (44,171,873)
FFCI (19,905,180) 1,118,119 – (18,787,059)
FI (2,944,544) – – (2,944,544)
FGP 1,985,366 (24,500) – 1,960,866
Heppy (546,749) (247,233) – (793,982)
Fucang – 80,153,485 455,780,556 535,934,041
=44,359,568
P =91,054,575
P =455,780,556
P =591,194,700
P
- 81 -

31. Reclassification

In 2019, the Group reclassified the following accounts as at January 1, 2018 and
December 31, 2018 to conform the current year’s presentation:

a. Investment made amounting to =46,063,800


P as at December 31, 2018 relative to the
acquisition of 15% ownership of CMP Supply Chain Management (Shanghai) Co. Ltd., a
company engaged in banana trading in China, was previously recognized as part of
Deposit for future investments account instead of Financial asset at FVOCI.

The reclassification has no impact on the Group’s net operating, investing and financing
cashflows in 2018.

b. Construction in progress (CIP) account amounting to =303,969,386


P and =413,154,770
P
as at December 31, 2018 and 2017, respectively, pertaining to property under
construction intended for lease was previously recognized as CIP under the Property
and equipment account instead of Investment property account.

The reclassification has no impact on the Group’s net operating, investing and financing
cashflows except for the effect of foreign currency translation of foreign operations
which was reclassified from investing activities (cash outflow from additions) to effects
of foreign currency on cash amounting to =8.9
P million in 2018.

c. Advances to contractors which pertain to noninterest-bearing advanced payments to


third party foreign suppliers and contactors for various production materials for real
estate projects were reclassified from prepayments and other current assets account to
noncurrent assets as at January 1, 2019.

The reclassification has no impact on the Group’s net operating, investing and financing
activities except for the result of reclassification of the movement of the advances to
contractors from operating to investing activity amounting to =17.7
P in 2018.

The summary of the above adjustments and reclassifications follows:

January 1, 2018
As previously As re-
Item Account Note presented Reclassification presented

b Property and 12
equipment - CIP =
P 303,969,386 (P
=303,969,386) P–
=

b Investment property 13
- CIP – 303,969,386 303,969,386
- 82 -

December 31, 2018


As previously As re-
Item Account Note presented Reclassification presented
a Deposits and
advances 11 =
P 46,063,000 (P
=46,063,000) P–
=

a Financial asset at
FVOCI 10 – 46,063,000 46,063,000

b Property and
equipment 12 413,154,770 (413,154,770) –

b Investment property 13 – 413,154,770 413,154,770

c Prepayments and
413,657,530 (413,657,530) –
other current assets 9

c Other noncurrent
– 413,657,530 413,657,530
assets 15

32. Business Combination

Incorporation of Lexian
As discussed in Note 1, Fucang acquired newly incorporated Guangzhou Lexian Fruit Industry
Co., Ltd. (Lexian), a foreign entity incorporated in China engaged in wholesale industry in
2018. Fucang owns 70% equity interest in Lexian which is equivalent to RMB700,000 divided
into 70,000 shares at RMB10.0 per share (equivalent to =7,160,000
P divided into 70,000
shares).

The cost of investment is equivalent to Fucang’s share in net assets of Lexian at the date of
incorporation. As such, no goodwill or investment income was recognized from the business
combination.

33. Segment Information

The Group has identified its operating segments based on internal reports that are reviewed
and used by the Chief Executive Officer (the chief operating decision maker) in assessing
performance and in determining the allocation of resources. The operating segments
identified by the management are as follows:

Exports
The Export segment is in charge of looking for markets abroad as well as sourcing the best
quality produce possible to satisfy its growing number of clients abroad. Its main export
products are fresh banana, fresh mango, and coco-water.

Distribution
The Distribution segment is responsible for the local sales and distribution of various produce
that the Group offers to a number of supermarkets around Luzon.

Retail
The Retail segment is responsible for the management and operation of the Group’s retail
businesses.

Foreign Trading
The Foreign Trading segment is charge of the international distribution operations of the
Group in Hong Kong and China.
- 83 -

The Group’s operating businesses are organized and managed separately according to the
nature of the products and services provided, with each segment representing a strategic
business unit that offers different products and serves different markets. In addition, the
Group’s reportable segments also include geographical areas for local and foreign operations.
Foreign operations are included under “Foreign Trading” and local operations are included
under the remaining reported segments.
- 84 -

2019
Exports Distribution Retail Foreign trading Elimination Total
External customers =
P 1,911,427,304 =
P 144,608,070 =
P 75,187,062 =
P 2,404,383,517 =P– =
P 4,535,605,953
Inter-segment revenues – – 18,699,449 – (18,699,449) –
Total revenues 1,911,427,304 144,608,070 93,886,511 2,404,383,517 4,535,605,953
Cost of sales (1,611,502,596) (272,194,943) (91,154,100) (1,758,762,577) 18,699,449 (3,714,914,767)
Segment operating earnings 299,924,708 (127,586,873) (15,967,038) 645,620,940 18,699,449 820,691,186
General and administrative (85,780,815) (259,728,038) (39,045,371) (455,158,119) 147,311,587 (692,400,756)
Finance income – 103,047 – – – 103,047
Finance expense (55,184,243) (660,022) (1,149,770) (1,052,814) – (58,046,849)
Other operating income (expense) (3,346,879) 21,233,099 38,019,235 17,645,168 10,420,167 83,970,791
Provision for income tax – net (3,485,638) (552,989) (750,297) (64,787,343) – (69,576,267)
Net income (loss) attributable to equity
holders of the parent =
P 152,127,133 (=
P 367,191,775) (P
=18,893,241) =
P 142,267,832 =
P 157,731,754 =
P 84,741,152
Segment assets =
P 3,382,740,051 =
P 290,421,299 =
P 189,673,095 =
P 2,364,937,527 (P
=1,841,826,022) =
P 4,391,093,986
Deferred tax assets – net – – 102,449 – – 102,449
Total assets =
P 3,382,740,051 =
P 290,421,299 =
P 189,775,544 =
P 2,364,937,527 (P
=1,841,826,022) =
P 4,391,196,435
Segment liabilities =
P 720,008,777 =
P 708,280,755 =
P 169,586,745 =
P 1,190,206,022 (P
=1,171,048,904) =
P 1,617,033,395
Deferred tax liabilities – net – – – – – –
Total liabilities =
P 720,008,777 =
P 708,280,755 =
P 169,586,745 =
P 1,190,206,022 (P
=1,171,048,904) =
P 1,617,033,395
Depreciation and amortization =
P 2,691,541 =
P 15,289,390 =
P 2,686,369 =
P 52,948,535 =
P 10,000,000 =
P 83,615,835
- 85 -

2018
Exports Distribution Retail Foreign trading Elimination Total
External customers =
P 628,148,078 =
P 148,336,042 =
P 73,625,762 =
P 2,970,991,377 =P‒ =
P 3,821,101,259
Inter-segment revenues ‒ ‒ 14,838,943 ‒ (14,838,943) 14,838,943
Total revenues 628,148,078 148,336,042 88,464,705 2,970,991,377 (14,838,943) 3,835,940,202
Cost of sales (560,535,215) (230,943,669) (83,544,165) (2,263,985,770) 14,838,943 (3,124,169,876)
Segment operating earnings 67,612,863 (82,607,627) 4,920,540 707,005,607 ‒ 711,770,326
General and administrative (94,807,395) (183,927,674) (36,801,257) (411,378,647) 142,113,601 (584,801,372)
Finance income ‒ 639,813 ‒ ‒ ‒ 639,813
Finance expense (47,291,719) (997,327) (46,413) (3,540,632) ‒ (51,876,091)
Other operating income (expense) 173,748,326 4,305,598 47,705,143 11,267,798 (149,723,519) 87,303,346
Provision for (benefit from) income tax (3,766,103) (93,325) (1,060,945) (23,461,689) ‒ (137,341,030)
Net income (loss) attributable to equity
holders of the parent =
P 95,495,972 (P
=262,680,542) =
P 14,717,068 =
P 170,933,469 (P
=7,229,025) =
P 25,694,992
Segment assets =
P 3,443,847,856 =
P 599,806,845 =
P 216,838,145 =
P 2,708,495,878 (P
=2,035,685,568) =
P 4,933,303,156
Deferred tax assets – net ‒ ‒ ‒ ‒ ‒ ‒
Total assets =
P 3,443,847,856 =
P 599,806,845 =
P 216,838,145 =
P 2,708,495,878 (P
=2,035,685,568) =
P 4,933,303,156
Segment liabilities =
P 854,658,160 =
P 776,243,846 =
P 196,301,174 =
P 1,608,686,629 (P
=1,207,254,958) =
P 2,228,634,851
Deferred tax liabilities – net ‒ ‒ ‒ ‒ ‒ ‒
Total liabilities =
P 854,658,160 =
P 776,243,846 =
P 196,301,174 =
P 1,608,686,629 (P
=1,207,254,958) =
P 2,228,634,851

Depreciation and amortization =


P 2,333,651 =
P 51,401,843 =
P 2,796,446 =
P 63,898,695 =
P 10,000,000 =
P 130,430,635
- 86 -

2017
Exports Distribution Retail Foreign trading Elimination Total
External customers =
P 165,679,235 =
P 364,994,041 =
P 106,286,094 =
P 1,446,718,037 – =
P 2,083,677,407
Inter-segment revenues – – 13,284,931 – (13,284,931) –
Total revenues =
P 165,679,235 =
P 364,994,041 =
P 119,571,025 =
P 1,446,718,037 2,096,962,338
Cost of sales (119,492,858) (363,143,947) (40,163,570) (862,069,047) (8,994,504) (1,393,863,926)
Segment operating earnings 46,186,377 1,850,094 79,407,455 584,648,990 – 703,098,412
General and administrative (77,754,019) (34,806,845) (73,029,835) (399,961,078) (10,000,000) (595,551,777)
Finance income 24,045 3,022 1,694 – ‒ 28,761
Finance expense (42,393,196) (4,050,697) (61,375) (15,405,023) ‒ (61,910,291)
Other operating income (expense) 138,152,001 (923,666) 16,395 17,039,382 51,512,500 205,796,612
Provision for (benefit from) income tax (3,320,809) 3,104,177 (23,806,612) (36,388,129) – (60,411,373)
Net income (loss) attributable to equity
holders of the parent 60,894,399 34,823,915 (17,472,278) 149,934,142 (50,507,004) 191,050,344
Segment assets =
P 2,978,463,599 =
P 884,145,418 =
P 208,237,889 =
P 1,860,194,373 =
P 32,517,996 =
P 4,046,842,676
Deferred tax assets – net – – – – – –
Total assets =
P 2,978,463,599 =
P 884,145,418 =
P 208,237,889 =
P 1,860,194,373 =
P 32,517,996 =
P 4,046,842,676
Segment liabilities =
P 1,558,914,369 =
P 804,240,755 226,985,627 1,077,325,242 (1,143,758,974) =
P 2,523,707,019
Deferred tax liabilities – net – – – – ‒ ‒
Total liabilities =
P 1,558,914,369 =
P 804,240,755 =
P 226,985,627 =
P 1,077,325,242 (P
=1,143,758,974) =
P 2,523,707,019

Depreciation and amortization =


P 12,693,744 =
P 20,831,665 =
P 5,833,768 =
P 25,134,264 =
P 10,000,000 =
P 74,493,441
- 87 -

35. Notes to Consolidated Statements of Cash Flows

Below are the non-cash activities of the Group in 2019:

a. Transfer of CIP under Investment property to Inventory amounting to =136.6


P million
(see Note 12).
b. Reclassification of Advances to contractors under noncurrent assets to inventory, CIP
under Investment property and CIP under Property and equipment amounting to
=146.9
P million, =48.2
P million and =70.2
P million, respectively (see Notes 12, 13 and
22).

36. Events After the Reporting Period

In a move to contain the COVID-19 pandemic, on March 16, 2020, Presidential Proclamation
No. 929 was issued, declaring a State of Calamity throughout the Philippines for a period of
six (6) months and imposed an enhanced community quarantine (ECQ) throughout the island
of Luzon until April 12, 2020, unless earlier lifted or extended. These measures have caused
disruptions to businesses and economic activities, and its impact on businesses still continue
to evolve.

The pandemic has significant impact on the Group’s business due to management’s decision
to temporarily close operations in compliance with government’s call for enhanced community
quarantine. This will have major impact on the Group’s sales and net profit in the succeeding
period due to the temporary disruption on its export sales especially to China as well as the
local retails stores food and beverages. The pandemic also worsened the situation in Hong
Kong wherein several protests were made starting from first quarter of 2019. Combined
foreign trading operations posted an almost 50% decline in sales in the first quarter of 2020
due to decrease in sales of residential and commercial units since the lockdown in China
started brought about by the pandemic but sales started to grow for both merchandising and
real estate business especially upon lifting of the lockdown by the Chinese government. The
pandemic and ECQ has minimal impact on the Group’s local operations since its products are
essential goods. Supermarket sales increased during the start of the ECQ both in volume
and in price and is further improved by the launching of the Group’s own online platform
where it delivers fresh fruits and vegetables to its customers. While management recognizes
that the COVID-19 pandemic poses potential significant impact on the Group’s operations in
terms of risks related to exposures to customers and/or industries severely affected by
COVID-19, the related amount of financial effect cannot be reliably and reasonably
determined or estimated.

The Group’s management and BOD will continuously monitor the impact and will plan
accordingly to minimize and (or) mitigate further risk on the Group’s financial performance
and position.
CONSTANTINO AND PARTNERS
22nd Floor Citibank Tower
8741 Paseo de Roxas
Salcedo Village, Makati City
SUPPLEMENTAL STATEMENT OF INDEPENDENT AUDITORS Philippines

T: (+632) 8 848 1051


F: (+632) 7 728 1014

The Stockholders and Board of Directors mail@bakertilly.ph


Agrinurture, Inc. and Subsidiaries www.bakertilly.ph
No. 54 National Road, Dampol II-A
Pulilan, Bulacan

We have audited in accordance with Philippine Standards on Auditing, the consolidated financial
statements of Agrinurture, Inc. and Subsidiaries (the Group), as at and for the year ended
December 31, 2019 and have issued our report thereon dated June 30, 2020. Our audit was made
for the purpose of forming an opinion on the consolidated financial statements taken as a whole.
The Schedule of Retained Earnings Available for Dividend Declaration is the responsibility of the
Group’s management. The schedule is presented for the purpose of complying with Securities
Regulation Code Rule 68, as Amended (2019) and is not part of the consolidated financial
statements. The schedule has been subjected to the auditing procedures applied in the audit of
the consolidated financial statements and, in our opinion, fairly state in all material respects, the
information required to be set forth therein in relation to the consolidated financial statements taken
as a whole.

CONSTANTINO AND PARTNERS


BOA Registration No. 0213, valid until November 15, 2022
SEC Accreditation No. (A.N.) 0003-FR-4, valid until December 7, 2020 (Group A)
BIR A.N. 08-001507-000-2017, valid until December 21, 2020

By:

Edwin F. Ramos
Partner
CPA Certificate No. 0091293
SEC A.N. 1795-A, valid until November 10, 2022 (Group A)
TIN 134-885-074-000
BIR A.N. 08-001507-008-2017, valid until December 21, 2020
PTR No. 8135201, issued on January 14, 2020, Makati City

Makati City, Philippines


June 30, 2020

ASSURANCE  TAX  ADVISORY  ACCOUNTING

Constantino and Partners trading as Baker Tilly is a member of the global network of Baker Tilly International Ltd.,
the members of which are separate and independent legal entities.
AGRINURTURE, INC. AND SUBSIDIARIES
RETAINED EARNINGS AVAILABLE FOR DIVIDEND DECLARATION

Unappropriated Retained Earnings, beginning P (2,358,811,263)

Net profit based on the face of audited


financial statements closed to retained earnings 8,652,780

Unappropriated Retained Earnings, ending P (2,350,158,483)

Page 10 of 11
CONSTANTINO AND PARTNERS
22nd Floor Citibank Tower
8741 Paseo de Roxas
SUPPLEMENTAL STATEMENT OF INDEPENDENT AUDITORS Salcedo Village, Makati City
Philippines

T: (+632) 8 848 1051


F: (+632) 7 728 1014
The Stockholders and Board of Directors
mail@bakertilly.ph
Agrinurture, Inc. and Subsidiaries
www.bakertilly.ph
No. 54 National Road, Dampol I-A
Pulilan, Bulacan

We have audited in accordance with Philippine Standards on Auditing, the consolidated financial
statements of Agrinurture, Inc. and Subsidiaries (the Group), as at December 31, 2019 and 2018 and
for each of the three years in the period ended December 31,2019, and have issued our report
thereon dated June 30, 2020. Our audits were made for the purpose of forming an opinion on the
basic consolidated financial statements taken as a whole. The Supplementary Schedule on
Financial Soundness Indicators, including their definitions, formulas, calculation and their
appropriateness or usefulness to the intended users, are the responsibility of the Group’s
management. These financial soundness indicators are not measures of operating performance
defined by Philippine Financial Reporting Standards (PFRS) and may not be comparable to similarly
titled measures presented by other companies. This schedule is presented for purpose of complying
with the Revised Securities Regulation Code Rule 68 issued by the Securities and Exchange
Commission, and is not a required part of the basic consolidated financial statements prepared in
accordance with PFRS. The components of these financial soundness indicators have been traced
to the Group’s consolidated financial statements as at December 31, 2019 and 2018 and for each
of the three years in the period ended December 31, 2019 and no material exception noted.

CONSTANTINO AND PARTNERS


BOA Registration No. 0213, valid until November 15, 2022
SEC Accreditation No. (A.N.) 0003-FR-4, valid until December 7, 2020 (Group A)
BIR A.N. 08-001507-000-2017, valid until December 21, 2020

By:

Edwin F. Ramos
Partner
CPA Certificate No. 0091293
SEC A.N. 1795-A, valid until November 10, 2022 (Group A)
TIN 134-885-074-000
BIR A.N. 08-001507-008-2017, valid until December 21, 2020
PTR No. 8135201, issued on January 14, 2020, Makati City

Makati City, Philippines


June 30, 2020

ASSURANCE  TAX  ADVISORY  ACCOUNTING

Constantino and Partners trading as Baker Tilly is a member of the global network of Baker Tilly International Ltd.,
the members of which are separate and independent legal entities.
AGRINURTURE, INC. AND SUBSIDIARIES
SUPPLEMENTARY SCHEDULES REQUIRED BY THE SECURITIES AND EXCHANGE COMMISSION
DECEMBER 31, 2019

TABLE OF CONTENTS

Schedule Title Page

A Financial Assets at Amortized Cost 1

B Amounts Receivable from Directors, Officers, Employees, Related Parties and


Principal Stockholders (Other than Related Parties) 2

C Amounts Receivable from Related Parties which are Eliminated during


the Consolidation of Financial Statements 3

D Intangible Assets 4

E Long-term Debts 5

F Indebtedness to Related Parties 6

G Guarantees of Securities of Other Issuers Not Applicable

H Capital Stock 7

I Financial Soundness Indicators 8

J Top 20 Stockholders of Record 10

K Retained Earnings Available for Dividend Declaration 11

L Group Chart 12
AGRINURTURE, INC. AND SUBSIDIARIES
SCHEDULE A - FINANCIAL ASSETS AT AMORTIZED COST

Carrying Value Fair Value


Cash ₱ 73,717,839 ₱ 73,717,839
Trade and other receivables - net 622,863,604 622,863,604
Due from related parties 141,261,399 141,261,399
Due from stockholder 149,846,368 149,846,368
Refundable deposits 14,733,812 14,733,812
1,002,423,022 1,002,423,022

Page 1 of 12
AGRINURTURE, INC. AND SUBSIDIARIES
SCHEDULE B – AMOUNTS RECEIVABLE FROM DIRECTORS, OFFICERS,
EMPLOYEES, RELATED PARTIES AND PRINCIPAL
STOCKHOLDERS (OTHER THAN RELATED PARTIES)

2019 2018
Receivables:
Stockholders ₱ 149,846,368 ₱ 453,975,621
Affiliates/Entity under common ownership 141,261,398 258,781,766
₱ 291,107,766 ₱ 712,757,387

Page 2 of 12
AGRINURTURE, INC. AND SUBSIDIARIES
SCHEDULE C – AMOUNTS RECEIVABLE FROM RELATED PARTIES WHICH ARE
ELIMINATED DURING THE CONSOLIDATION OF FINANCIAL STATEMENTS

Intercompany Receivable and Payables

2019
Payables
ANI FCAC IMEX BCHAC FGH FGP LFVPI FI GANA TBC HC FFCI ANI HK FUCANG Total
Receivable:
ANI ₱– ₱197,837,565 ₱136,969,734 ₱77,768,284 ₱249,639 ₱314,651 ₱– ₱16,303,471 ₱2,852,493 ₱108,781,670 ₱2,510,469 ₱2,230,320 ₱116,962,573 ₱305,259,337 ₱968,040,206
FCAC – – 2,600,215 33,862,689 – – 82,975,581 10,553 – 19,200,000 – – – – 138,649,038
IMEX – 7,142 – – – – – – – 6,406,809 – – 7,123,316 – 13,537,268
BCHAC – – – – – – 1,191,425 180,000 – – – – 2,416,834 – 3,788,259
FGH – 53,972,457 – – – – – – – – – – – – 53,972,457
LFVPI – – 1,500,000 – – – – 5,417,000 – – – – – – 6,917,000
FI – – 75,000 – – – – – – – – – – – 75,000
HC 350,117 – – – – – – – – – – – – – 350,117
₱350,117 ₱251,817,164 ₱141,144,949 ₱111,630,973 ₱249,639 ₱314,651 ₱84,167,006 ₱21,911,024 ₱2,852,493 ₱134,388,479 ₱2,510,469 ₱2,230,320 ₱126,502,723 ₱305,259,337 ₱1,185,329,345

2018
Payables
ANI FCAC IMEX BCHAC FGH FGP LFVPI FI GANA TBC HC FUCANG Total
Receivables:
ANI ₱– ₱195,481,723 ₱183,998,705 ₱73,881,172 ₱16,019,487 ₱314,651 ₱– ₱19,355,792 ₱2,113,273 ₱132,350,058 ₱– ₱279,723,247 ₱903,238,108
FCAC – – 2,599,830 33,862,689 – – 82,975,581 10,553 – 18,500,000 – – 137,948,653
IMEX – – – – – – – – – 5,578,201 – – 5,578,201
BCHAC – – – – – – 1,191,425 180,000 – – – – 1,371,425
FGH – 53,972,567 – – – – – – – – – – 53,972,567
LFVPI – – 1,500,000 – – – – 5,417,000 – – – – 6,917,000
FI – – 75,000 – – – – – – – – – 75,000
TBC – – – – – – – – 731,839 – 2,584,100 – 3,315,939
HC 450,917 – – – – – – – – – – – 450,917
ANI HK 110,182,729 – – – – – – – – – – – 110,182,729
₱110,633,646 ₱249,454,290 ₱188,173,535 ₱107,743,861 ₱16,019,487 ₱314,651 ₱84,167,006 ₱24,963,345 ₱2,845,112 ₱156,428,259 ₱2,584,100 ₱279,723,247 ₱1,223,050,539

Page 3 of 12
AGRINURTURE, INC. AND SUBSIDIARIES
SCHEDULE OF FINANCIAL SOUNDNESS INDICATORS
AS OF DECEMBER 31. 2019

Ratio Formula Current Year Prior Year


Liquidity Ratio
Current ratio Total Current Assets divided by Total Current 1.62 1.47
Liabilities

Total Current Assets 2,335,093,049


Divided by: Total Current Liabilities 1,443,475,357
Current ratio 1.62

Acid Test Quick Assets (Total Current Assets less Inventories 0.68 0.90
Ratio and Other Current Assets) divided by Total Current
Liabilities

Total Current Assets 2,335,093,048


Less:
Inventory 1,182,089,538
Prepayments and other
current assets 165,314,301
Quick Assets 987,689,209
Divided by: Total Current Liabilities 1,443,475,357
Acid Test Ratio 0.68

Solvency Ratio
Debt – to - Total Liabilities Divided by Total Equity 0.58 0.82
equity ratio
Total Liabilities 1,617,033,395
Divided by: Total Equity 2,769,015,005
Debt – to – Equity Ratio 0.58

Asset – to - Total Assets Divided by Total Equity 1.58 1.82


equity ratio
Total Assets 4,386,048,400
Divided by: Total Equity 2,769,015,005
Asset – to – Equity Ratio 1.58

Interest rate Income Before Tax Divided by Finance Cost 2.66 3.14
coverage
ratio Income before income tax 154,317,418
Finance Cost 58,046,849
Interest rate coverage ratio 2.66

Page 8 of 12
Profitability Ratio
Return on Net income Divided by Average Total Equity 0.03 0.01
equity (Beginning Total Assets Plus Ending Total Equity
Divided by 2)

Net income 84,741,151


Divided by average total equity 2,736,841,655
Return on equity 0.03

Beginning total equity 2,704,668,305


Ending total equity 2,769,015,005
5,473,683,310
Divided by 2 2
Average total equity 2,736,841,655

Return on Net income Divided by Average Total Assets 0.02 0.01


assets (Beginning Total Assets Plus Ending Total Assets
Divided by 2)

Net income 84,741,151


Divided by average total assets 4,659,675,778
Return on assets 0.02

Beginning total assets 4,933,303,156


Ending total assets 4,386,048,400
Total assets 9,319,351,556
Divided by 2 2
Average total assets 4,659,675,778

Net Profit Net income divided by total sales 0.02 0.01


Margin
Income 84,741,151
Divided by: Total Sales 4,535,605,953
Net Profit Margin 0.02

Page 9 of 12
AGRINURTURE, INC. AND SUBSIDIARIES
LIST OF TOP 20 STOCKHOLDERS OF RECORD

Name of Stockholder Subscribed Outstanding


Common
PCD NOMINEE CORP 268,912,800 26.41%
EARTHRIGHT HOLDINGS, INC. 250,000,000 24.55%
PCD NOMINEE CORP 237,306,479 23.30%
GREENERGY HOLDINGS INC. 85,990,533 8.44%
ALCIONE FAMILY OFFICE SERVICES CO., LTD. 53,097,796 5.21%
A.R.C. ESTATE OF AND PROJECT CORP. 46,320,016 4.55%
TIU, ANTONIO LEE 27,733,933 2.72%
GOONIES CO., LTD. 22,780,028 2.24%
PPARR MANAGEMNET & HOLDINGS CORPORATION 18,620,670 1.83%
GOLD FRESH LIMITED 5,772,006 0.57%
CHUNG MING YANG 1,566,200 0.15%
CRISOSTOMO, JOSE MARIANO 96,000 0.01%
DEAN, GERARDO L. 62,700 0.01%
FERRIOLS, JOSE A. &/OR EDUARDO A. FERRIOLS 5,000 0.00%
LIM, NIEVES Q. &/OR ALEXANDER D. LIM 2,640 0.00%
SAYRE, JAMES DAVID 1,200 0.00%
LACSON, MARICEL C. 1,200 0.00%
LIN,TAI-CHUAN 1,199 0.00%
YOUNG, BARTHOLOMEW DY BUNCIO 1,000 0.00%
SANVICTORES, JULIUS VICTOR EMMANUEL DE JESUS 1,000 0.00%
1,018,272,400 100.00%

Page 10 of 12
AGRINURTURE, INC. AND SUBSIDIARIES
RETAINED EARNINGS AVAILABLE FOR DIVIDEND DECLARATION

Unappropriated Retained Earnings, beginning P (2,358,811,263)

Net profit based on the face of audited


financial statements closed to retained earnings 8,652,780

Unappropriated Retained Earnings, ending P (2,350,158,483)

Page 11 of 12
Shareholding and Business Structure
AgriNurture, Inc.

51%

Manufacturing RETAIL Farming Other Fucang

(3) (5) 90%

(5) (4) 51% FG Palawan*


Shengmei
100% 100% 100% 51% 100% 51% 100%
The Big
Fruitilicious IMEX GANA BCH* Farmville ANI HK (Cayman)
Chill Inc. Local Distribution Export
(retained choice outlets)
70%
Lexian
(1)
100%
FCA Agrinurture Inc.
100% 100% 51%
Joyful Fairy BVI
Heppy ANI Int'l (HK)
100% (HK)
FG*

100%
LF*

Notes:
(1) Authorized exporter of coco juice, banana and mangoes
(2) Farm management
(3) Retail/Franchising (Big Chill)
(4) Cocowater canning/packing
(5) Puree production
* inactive/non operting

Page 12 of 12

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