2013 Financial Statements 8
2013 Financial Statements 8
2013 Financial Statements 8
Financial Statements
December 31, 2013 and 2012
and
We have audited the accompanying financial statements of Cavitex Infrastructure Corp., which
comprise the statements of financial position as at December 31, 2013 and 2012, and the statements of
comprehensive income, statements of changes in equity, and statements of cash flows for the years
then ended, and a summary of significant accounting policies and other explanatory information.
Management is responsible for the preparation and fair presentation of these financial statements in
accordance with Philippine Financial Reporting Standards, and for such internal control as
management determines is necessary to enable the preparation of financial statements that are free
from material misstatement, whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audits. We
conducted our audits in accordance with Philippine Standards on Auditing. Those standards require
that we comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures
in the financial statements. The procedures selected depend on the auditor’s judgment, including the
assessment of the risks of material misstatement of the financial statements, whether due to fraud or
error. In making those risk assessments, the auditor considers internal control relevant to the entity’s
preparation and fair presentation of the financial statements 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 entity’s internal control. An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of accounting estimates made by management, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion.
*SGVFS004179*
A member firm of Ernst & Young Global Limited
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Opinion
In our opinion, the financial statements present fairly, in all material respects, the financial position of
Cavitex Infrastructure Corp. as at December 31, 2013 and 2012, and its financial performance and its
cash flows for the years then ended in accordance with Philippine Financial Reporting Standards.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements
taken as a whole. The supplementary information required under Revenue Regulations 15-2010 in
Note 28 to the financial statements is presented for purposes of filing with the Bureau of Internal
Revenue and is not a required part of the basic financial statements. Such information is the
responsibility of the management of Cavitex Infrastructure Corp. The information has been subjected
to the auditing procedures applied in our audit of the basic financial statements. In our opinion, the
information is fairly stated, in all material respects, in relation to the basic financial statements taken
as a whole.
*SGVFS004179*
A member firm of Ernst & Young Global Limited
CAVITEX INFRASTRUCTURE CORP.
STATEMENTS OF FINANCIAL POSITION
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CAVITEX INFRASTRUCTURE CORP.
STATEMENTS OF COMPREHENSIVE INCOME
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CAVITEX INFRASTRUCTURE CORP.
STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
At January 1, 2012 =
P1,228,375,000 =
P391,500,000 =
P887,732,439 P
=– =P2,507,607,439
Net loss, as previously reported – – (1,169,068,518) – (1,169,068,518)
Effect of adoption of Revised PAS 19 (Note 2) – – 28 – 28
Net loss, as restated – – (1,169,068,490) – (1,169,068,490)
Other comprehensive loss as a result of adoption of Revised PAS 19 (Note 2) – – – (117,804) (117,804)
Total comprehensive loss for the year, as restated – – (1,169,068,490) (117,804) (1,169,186,294)
At December 31, 2012, as restated =1,228,375,000
P =391,500,000
P (P
=281,336,051) (P
=117,804) P
=1,338,421,145
*SGVFS004179*
CAVITEX INFRASTRUCTURE CORP.
STATEMENTS OF CASH FLOWS
(Forward)
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*SGVFS004179*
CAVITEX INFRASTRUCTURE CORP.
NOTES TO FINANCIAL STATEMENTS
1. General Information
Cavitex Infrastructure Corp. (the Company) was incorporated on October 9, 1995 primarily to
undertake the design, construction and financing of the Manila-Cavite Toll Expressway Project
(MCTEP or the Project) in accordance with the terms of the concession granted by the Republic
of the Philippines (the Grantor) and to receive all revenues arising from the operation thereof.
The Company was originally organized to represent United Engineers (Malaysia) Berhad (UEM)
and Majlis Amanah Rakyat (MARA), which entered into a Joint Venture Agreement (JVA) with
the Philippine Reclamation Authority (PRA, formerly Public Estates Authority or PEA)
(see Note 8). On December 15, 1999, Cavitex Holdings, Inc. (CHI) and its major stockholder
acquired full ownership of the Company from UEM and assumed the advances made by UEM to
the Company.
As further discussed in Note 25, CHI, Metro Pacific Tollways Corporation (MPTC) and the
Company executed a Management Letter-Agreement (MLA) on December 27, 2012 for the
management of the Company by MPTC starting on January 2, 2013. By virtue of this MLA,
MPTC acquired control over the Company and therefore MPTC became its parent company
effective January 2, 2013.
The Company’s registered address and principal place of business is at the PEA Tollway
Compound, Aguinaldo Boulevard, Coastal Road, Barangay San Dionisio, Paranaque City.
The financial statements of the Company as at and for the years ended December 31, 2013 and
2012 were authorized for issuance by the Company’s BOD on February 19, 2014.
Basis of Preparation
The accompanying separate financial statements, which are prepared for submission to the SEC
and the Bureau of Internal Revenue (BIR), have been prepared on a historical cost basis and are
presented in Philippine Peso, which is the Company’s presentation and functional currency. All
values are rounded to the nearest peso except when otherwise indicated.
The financial statements provide comparative information in respect of the previous period. In
addition, the Company presents an additional statement of financial position at the beginning of
the earliest period presented when there is a retrospective application of an accounting policy, a
retrospective restatement, or a reclassification of items in the financial statements. An additional
statement of financial position as at January 1, 2012 is presented in these financial statements due
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The Company, a subsidiary of MPTC and CHI as at December 31, 2013 and 2012, respectively,
elected not to prepare consolidated financial statements under the exemption provided by
Philippine Accounting Standard (PAS) 27, “Separate Financial Statements”. MPTC and CHI,
corporations incorporated in the Philippines, prepare the consolidated financial statements which
are in accordance with Philippine Financial Reporting Standards (PFRS) and filed the same with
the SEC. The 2013 consolidated financial statements of MPTC are available at 10th Floor, MGO
Building, Legaspi corner Dela Rosa Streets, Legaspi Village, Makati City while the 2012
consolidated financial statements of CHI are available at 3rd Floor, Corporate Business Center,
151 Paseo de Roxas, Makati City.
Statement of Compliance
The Company’s financial statements have been prepared in compliance with PFRS.
Several other amendments apply for the first time in 2013. However, they do not impact the
financial statements of the Company.
The nature and the impact of the new standards and amendments are described below:
These amendments require an entity to disclose information about rights of set-off and related
arrangements (such as collateral agreements). The new disclosures are required for all
recognized financial instruments that are set off in accordance with PAS 32. These
disclosures also apply to recognized financial instruments that are subject to an enforceable
master netting arrangement or ‘similar agreement’, irrespective of whether they are set-off in
accordance with PAS 32. The amendments require entities to disclose, in a tabular format,
unless another format is more appropriate, the following minimum quantitative information.
This is presented separately for financial assets and financial liabilities recognized at the end
of the reporting period:
a) The gross amounts of those recognized financial assets and recognized financial
liabilities;
b) The amounts that are set off in accordance with the criteria in PAS 32 when determining
the net amounts presented in the statement of financial position;
c) The net amounts presented in the statement of financial position;
d) The amounts subject to an enforceable master netting arrangement or similar agreement
that are not otherwise included in (b) above, including:
i. Amounts related to recognized financial instruments that do not meet some or all of
the offsetting criteria in PAS 32; and
ii. Amounts related to financial collateral (including cash collateral); and
e) The net amount after deducting the amounts in (d) from the amounts in (c) above.
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The Company adopted PFRS 10 in the current year. PFRS 10 replaced the portion of PAS 27,
“Consolidated and Separate Financial Statements”, that addressed the accounting for
consolidated financial statements. It also included the issues raised in Standing Interpretation
Committee (SIC) 12, “Consolidation - Special Purpose Entities”. PFRS 10 established a
single control model that applied to all entities including special purpose entities. The
changes introduced by PFRS 10 require management to exercise significant judgment to
determine which entities are controlled, and therefore, are required to be consolidated by a
parent, compared with the requirements that were in PAS 27. The adoption of this standard
did not have an impact on the Company’s financial statements.
PFRS 11 replaced PAS 31, “Interests in Joint Ventures”, and SIC 13, “Jointly Controlled
Entities - Non-Monetary Contributions by Venturers”. PFRS 11 removed the option to
account for jointly controlled entities using proportionate consolidation. Instead, jointly
controlled entities that meet the definition of a joint venture must be accounted for using the
equity method. The adoption of this standard did not have an impact on the Company’s
financial statements.
PFRS 12 sets out the requirements for disclosures relating to an entity’s interests in
subsidiaries, joint arrangements, associates and structured entities. The requirements in
PFRS 12 are more comprehensive than the previously existing disclosure requirements for
subsidiaries (for example, where a subsidiary is controlled with less than a majority of voting
rights). The adoption of this standard did not have an impact on the Company’s financial
statements.
PFRS 13 establishes a single source of guidance under PFRSs for all fair value measurements.
PFRS 13 does not change when an entity is required to use fair value, but rather provides
guidance on how to measure fair value under PFRS. PFRS 13 defines fair value as an exit
price. PFRS 13 also requires additional disclosures.
As a result of the guidance in PFRS 13, the Company re-assessed its policies for measuring
fair values, in particular, its valuation inputs such as non-performance risk for fair value
measurement of liabilities. The Company has assessed that the application of PFRS 13 has
not materially impacted the fair value measurements of the Company. Additional disclosures,
where required, are provided in the individual notes relating to the assets and liabilities whose
fair values were determined. Fair value hierarchy is provided in Note 26.
The amendments to PAS 1 introduced a grouping of items presented in OCI. Items that will
be reclassified (or “recycled”) to profit or loss at a future point in time (for example, upon
derecognition or settlement) will be presented separately from items that will never be
recycled. The amendments affect presentation only and have no impact on the Company’s
financial position or performance.
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For defined benefit plans, the Revised PAS 19 requires all actuarial gains and losses to be
recognized in OCI and unvested past service costs previously recognized over the average
vesting period to be recognized immediately in profit or loss when incurred.
Prior to adoption of the Revised PAS 19, the Company recognized actuarial gains and losses
as income or expense when the net cumulative unrecognized gains and losses for each
individual plan at the end of the previous period exceeded 10% of the higher of the defined
benefit obligation and the fair value of the plan assets and recognized unvested past service
costs as an expense on a straight-line basis over the average vesting period until the benefits
become vested. Upon adoption of the Revised PAS 19, the Company changed its accounting
policy to recognize all actuarial gains and losses in OCI and all past service costs in profit or
loss in the period they occur.
The Revised PAS 19 replaced the interest cost and expected return on plan assets with the
concept of net interest on defined benefit liability or asset which is calculated by multiplying
the net defined benefit liability or asset by the discount rate used to measure the employee
benefit obligation, each as at the beginning of the annual period.
The Revised PAS 19 also amended the definition of short-term employee benefits and
requires employee benefits to be classified as short-term based on expected timing of
settlement rather than the employee’s entitlement to the benefits. In addition, the Revised
PAS 19 modifies the timing of recognition for termination benefits. The modification
requires the termination benefits to be recognized at the earlier of when the offer cannot be
withdrawn or when the related restructuring costs are recognized.
The changes in accounting policies have been applied retrospectively. The effects of adoption
on the financial statements are as follows:
As at December 31
2013 2012
Increase (decrease) in statement of financial position:
Retirement liability P560,007
= =168,252
P
Deferred tax assets – net (167,993) 50,476
Other comprehensive income reserve 391,986 (117,804)
Retained earnings 28 28
2013 2012
Increase (decrease) in statements of comprehensive
income:
Provision for retirement benefits =–
P (P
=40)
Income tax effects – 12
Net income – 28
Other comprehensive income, net of tax 509,790 (117,804)
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The adoption did not have impact on statements of cash flows and on the statement of
financial position as at January 1, 2012.
As a consequence of the new PFRS 10, “Consolidated Financial Statements” and PFRS 12,
“Disclosure of Interests in Other Entities”, what remains of PAS 27 is limited to accounting
for subsidiaries, jointly controlled entities, and associates in separate financial statements.
The adoption of the amended PAS 27 did not have an impact on the financial statements of
the Company.
As a consequence of the issuance of the new PFRS 11, “Joint Arrangements”, and PFRS 12,
“Disclosure of Interests in Other Entities”, PAS 28 has been renamed PAS 28, “Investments
in Associates and Joint Ventures”, and describes the application of the equity method to
investments in joint ventures in addition to associates. The adoption of the amended PAS 28
did not have an impact on the financial statements of the Company.
§ Philippine Interpretation IFRIC 20, “Stripping Costs in the Production Phase of a Surface
Mine”
This interpretation applies to waste removal (stripping) costs incurred in surface mining
activity, during the production phase of the mine. The interpretation addresses the accounting
for the benefit from the stripping activity. This new interpretation is not relevant to the
Company.
The amendments to PFRS 1 require first-time adopters to apply the requirements of PAS 20,
“Accounting for Government Grants and Disclosure of Government Assistance”,
prospectively to government loans existing at the date of transition to PFRS. However,
entities may choose to apply the requirements of PAS 39, “Financial Instruments:
Recognition and Measurement”, and PAS 20 to government loans retrospectively if the
information needed to do so had been obtained at the time of initially accounting for those
loans. These amendments are not relevant to the Company.
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These amendments clarify the requirements for comparative information that are disclosed
voluntarily and those that are mandatory due to retrospective application of an accounting
policy, or retrospective restatement or reclassification of items in the financial statements. An
entity must include comparative information in the related notes to the financial statements
when it voluntarily provides comparative information beyond the minimum required
comparative period. The additional comparative period does not need to contain a complete
set of financial statements. On the other hand, supporting notes for the third balance sheet
(mandatory when there is a retrospective application of an accounting policy, or retrospective
restatement or reclassification of items in the financial statements) are not required. The
amendments affect disclosures only and have no impact on the Company’s financial position
or performance.
§ PAS 32, “Financial Instruments: Presentation - Tax effect of distribution to holders of equity
instruments”
The amendment clarifies that income taxes relating to distributions to equity holders and to
transaction costs of an equity transaction are accounted for in accordance with PAS 12,
“Income Taxes”. The amendment does not have any significant impact on the Company’s
financial position or performance.
§ PAS 34, “Interim Financial Reporting - Interim financial reporting and segment information
for total assets and liabilities”
The amendment clarifies that the total assets and liabilities for a particular reportable segment
need to be disclosed only when the amounts are regularly provided to the chief operating
decision maker and there has been a material change from the amount disclosed in the entity’s
previous annual financial statements for that reportable segment. The amendment has no
impact on the Company’s financial position or performance.
Financial Instruments
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liabilities. The classification depends on the purpose for which the investments were acquired
and whether they are quoted in an active market. Management determines the classification of its
investments and liabilities at initial recognition and, where allowed and appropriate, re-evaluates
such designation at every reporting date. As at December 31, 2013 and 2012, the Company has
no financial assets and financial liabilities at FVPL and HTM investments.
Purchases or sales of financial assets that require delivery of assets within the time frame
established by regulation or convention in the marketplace are recognized on settlement date.
Subsequent Measurement
Loans and receivables include non-derivative financial assets with fixed or determinable
payments and fixed maturities that are not quoted in an active market. They are not entered
into with the intention of immediate or short-term resale and are not classified as other
financial assets held for trading, designated as AFS investments or financial assets designated
at FVPL.
After initial measurement, loans and receivables are subsequently measured at amortized cost
using the effective interest rate (EIR) method, less allowance for credit losses. Amortized
cost is calculated by taking into account any discount or premium on acquisition and fees that
are an integral part of the EIR. The amortization is included in ‘Interest income’ in the
statement of comprehensive income. The losses arising from impairment of such receivables
are recognized in “Provision for credit losses” account under general and administrative
expenses in the statement of comprehensive income.
The Company’s cash and cash equivalents and receivables are classified under this category
(see Notes 5 and 6).
§ AFS Investments
AFS investments are non-derivative financial assets that are designated as AFS or are not
classified in any of the three preceding categories. AFS investments include equity and debt
instruments. Equity investments classified as AFS are those, which are neither classified as
held for trading nor designated at FVPL. Debt instruments in this category are those which
are intended to be held for an indefinite period of time and which may be sold in response to
needs for liquidity or in response to changes in the market conditions.
After initial recognition, AFS investments are measured at fair value with unrealized gains or
losses being recognized as OCI, net of related deferred tax, until the investment is
derecognized or until the investment is determined to be impaired at which time the
cumulative gain or loss previously reported in equity is included in profit or loss. Interest
earned on the investments is reported as interest income using the effective interest method.
These investments are classified as noncurrent assets unless the intention is to dispose such
assets within 12 months from the reporting date.
Investments in unquoted equity shares are measured at cost, net of any impairment.
As at December 31, 2013 and 2012, the Company’s AFS investment consists of investment in
preferred shares of Cavitex Finance Corporation (CFC) (see Note 10).
*SGVFS004179*
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Issued financial instruments or their components, which are not designated at FVPL, are
classified as other financial liabilities, where the substance of the contractual arrangement
results in the Company having an obligation either to deliver cash or another financial asset to
the holder, or to satisfy the obligation other than by the exchange of a fixed amount of cash or
another financial asset for a fixed number of own equity shares. The components of issued
financial instruments that contain both liability and equity elements are accounted for
separately, with the equity component being assigned the residual amount after deducting
from the instrument as a whole the amount separately determined as the fair value of the
liability component on the date of issue.
After initial measurement, financial liabilities not qualified as and not designated as FVPL,
are subsequently measured at amortized cost using the EIR method. Amortized cost is
calculated by taking into account any discount or premium on the issue and fees that are an
integral part of the EIR.
Transaction costs are amortized over the life of the debt instrument using the EIR method.
Transaction costs are netted against the related financial liabilities allocated correspondingly
between the current and noncurrent portion.
Gains and losses are recognized in the statement of comprehensive income when the
liabilities are derecognized, as well as through the amortization process.
This category includes accrued expenses and other current liabilities (excluding statutory
payables), due to related parties, retention sum and contractors payable, long-term debt and
obligation to a special purpose entity (SPE) (see Notes 12, 13, 15, 16 and 23).
‘Day 1’ Difference
Where the transaction price in a non-active market is different than the fair value from other
observable current market transactions of the same instrument or based on a valuation technique
whose variables include only data from observable market, the Company recognizes the
difference between the transaction price and fair value (a ‘Day 1’ difference) in the statement of
comprehensive income. In cases where use is made of data which is not observable, the
difference between the transaction price and model value is only recognized in profit or loss when
the inputs become observable or when the instrument is derecognized. For each transaction, the
Company determines the appropriate method of recognizing the ‘Day 1’ difference amount.
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The Company first assesses whether objective evidence of impairment exists individually for
financial assets that are individually significant, and individually or collectively for financial
assets that are not individually significant. If there is objective evidence that an impairment
loss on financial assets carried at amortized cost has been incurred, the amount of the loss is
measured as the difference between the asset’s carrying amount and the present value of
estimated future cash flows (excluding future credit losses that have not been incurred)
discounted at the financial asset’s original EIR (i.e., the EIR computed at initial recognition).
The carrying amount of the asset shall be reduced through use of an allowance account. The
amount of the loss shall be recognized in profit or loss.
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can
be related objectively to an event occurring after the impairment was recognized, the
previously recognized impairment loss is reversed. Any subsequent reversal of an
impairment loss is recognized in profit or loss, to the extent that the carrying value of the asset
does not exceed its amortized cost at the reversal date.
In the case of equity investments classified as AFS investments, objective evidence would
include a significant or prolonged decline in the fair value of the investment below its cost.
Where there is evidence of impairment, the cumulative loss (measured as the difference
between the acquisition cost and the current fair value, less any impairment loss on that
investment previously recognized in profit or loss) is removed from OCI and recognized in
profit or loss. Impairment losses on equity investments are not reversed through profit or
loss; increases in their fair value after impairment are recognized directly in OCI.
In the case of debt instruments classified as AFS investments, impairment is assessed based
on the same criteria as financial assets carried at amortized cost. However, the amount
recorded for impairment is the cumulative loss measured as the difference between the
amortized cost and the current fair value, less any impairment loss on that investment
previously recognized in profit or loss.
Future interest income continues to be accrued based on the reduced carrying amount of the
asset, using the rate of interest used to discount future cash flows for the purpose of
measuring impairment loss. Such accrual is recorded as part of “Interest income” in the
statement of comprehensive income. If, in subsequent year, the fair value of a debt
instrument increases and the increase can be objectively related to an event occurring after the
impairment loss was recognized in profit or loss, the impairment loss is reversed through
profit or loss.
If there is objective evidence that an impairment loss has been incurred on an unquoted equity
instruments that is not carried at fair value because its fair value cannot be reliably measured,
the amount of the loss is remeasured as the difference between the asset’s carrying amount
and the present value of estimated future cash flows discounted at the current market rate of
return for a similar financial asset.
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Financial Asset
A financial asset (or, where applicable, a part of a financial asset or part of a group of financial
assets) is derecognized when:
§ the rights to receive cash flows from the asset have expired; or
§ the Company has transferred its rights to receive cash flows from the asset or has assumed an
obligation to pay the received cash flows in full without material delay to a third party under a
‘pass-through’ arrangement; and either (a) the Company has transferred substantially all the
risks and rewards of the asset, or (b) the Company has neither transferred nor retained the risk
and rewards of the asset, but has transferred the control of the asset.
When the Company has transferred its rights to receive cash flows from an asset or has entered
into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and
rewards of ownership. When it has neither transferred nor retained substantially all of the risks
and rewards of the asset nor transferred control of the asset, the asset is recognized to the extent of
the Company’s continuing involvement in the asset. In that case, the Company also recognizes an
associated liability. The transferred asset and the associated liability are measured on a basis that
reflects the rights and obligations that the Company has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured
at the lower of original carrying amount of the asset and the maximum amount of consideration
that the Company could be required to repay.
Financial Liability
A financial liability is derecognized when the obligation under the liability is discharged,
cancelled or has expired. Where an existing financial liability is replaced by another from the
same lender on substantially different terms, or the terms of an existing liability are substantially
modified, such an exchange or modification is treated as a derecognition of the original liability
and the recognition of a new liability, and the difference in the respective carrying amounts is
recognized in profit or loss.
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
§ In the absence of a principal market, in the most advantageous market for the asset or liability
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The principal or the most advantageous market must be accessible by the Company.
The fair value of an asset or a liability is measured using the assumptions that market participants
would use when pricing the asset or liability, assuming that market participants act in their
economic best interest. A fair value measurement of a non-financial 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 fair value for financial instruments traded in active markets at the reporting date is based on
their quoted price or binding dealer price quotations (bid price for long positions and ask price for
short positions), without any deduction for transaction costs. Securities defined in these accounts
as ‘listed’ are traded in an active market. Where the Company has financial assets and financial
liabilities with offsetting positions in market risks or counterparty credit risk, it has elected to use
the measurement exception to measure the fair value of its net risk exposure by applying the bid
or ask price to the net open position as appropriate. For all other financial instruments not traded
in an active market, the fair value is determined by using valuation techniques deemed to be
appropriate in the circumstances. Valuation techniques include the market approach (i.e., using
recent arm’s length market transactions adjusted as necessary and reference to the current market
value of another instrument that is substantially the same) and the income approach (i.e.
discounted cash flow analysis and option pricing models making as much use of available an
supportable market data as possible).
The Company uses valuation techniques that are appropriate in the circumstances and for which
sufficient data are available to measure fair value, maximizing the use of relevant observable
inputs and minimizing the use of unobservable inputs. All assets and liabilities for which fair
value is measured or disclosed in the financial statements are categorized within the fair value
hierarchy, described, as follows, based on the lowest-level input that is significant to the fair value
measurement as a whole:
§ Level 1 — Quoted (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 financial statements on a recurring basis, the
Company determines whether transfers have occurred between levels in the hierarchy by
reassessing categorization (based on the lowest-level input that is significant to the fair value
measurement as a whole) at reporting date.
For the purpose of fair value disclosures, the Company has determined classes of assets and
liabilities based on the nature, characteristics and risks of the asset or liability and the level of the
fair value hierarchy as explained above.
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In addition, the Company recognizes and measures revenue in accordance with PAS 11,
“Construction Contracts” and PAS 18, “Revenue”, for the services it performs.
When the Company provides construction or upgrade services, the consideration received or
receivable by the Company is recognized at its fair value.
Prior to 2013, the service concession asset is amortized using the straight-line method over the
concession term. Effective January 1, 2013, the service concession asset is amortized using the
unit-of-production method. The annual amortization of the service concession asset is calculated
by applying the ratio of actual traffic volume of the underlying toll expressways compared to the
total expected traffic volume of the underlying toll expressways over the respective remaining
concession periods to the net carrying value of the assets. The expected traffic volume is
estimated by management with reference to the traffic projection reports prepared by independent
traffic consultants.
The change in estimates resulted in an increase in the net income for the year ended
December 31, 2013 amounting to = P129.0 million. The charge to income resulted to a reduction
in the amortization of service concession asset.
The amortization expense is recognized under the “Cost of services” account in the statement of
comprehensive income.
The service concession asset will be derecognized upon turnover to the Grantor. There will be no
gain or loss upon derecognition as the service concession asset, which is expected to be fully
depreciated by then, will be handed over to the Grantor with no consideration.
The initial cost of property and equipment consists of its purchase price, including import duties,
non-refundable purchase taxes and any directly attributable cost to bring the property and
equipment to its working condition and location for its intended use. Expenditures incurred after
the property and equipment have been put into operation, such as repairs and maintenance are
normally charged against operations in the year the costs are incurred. In situations where it can
be clearly demonstrated that the expenditures have resulted in an increase in the future economic
benefits expected to be obtained from the use of an item of property and equipment beyond its
originally assessed standard of performance, the expenditures are capitalized as additional costs of
property and equipment.
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Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets as
follows:
The useful lives and the depreciation method are reviewed periodically to ensure that the period
and the method of depreciation are consistent with the expected pattern of economic benefits from
items of property and equipment.
When assets are retired or otherwise disposed of, the cost and the related accumulated
depreciation and amortization and any impairment losses are removed from the accounts and any
resulting gain or loss (calculated as the difference between the net disposal proceeds and the
carrying amount of the item) is credited to or charged against current operations.
Fully depreciated property and equipment are retained in the accounts until they are no longer in
use and no further depreciation is charged to the statement of comprehensive income.
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 date. 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 statement of comprehensive income as the expense category that is consistent
with the function of the intangible assets.
Gains or losses arising from derecognition 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
statement of comprehensive income when the asset is derecognized.
In testing for impairment, an asset’s recoverable amount is calculated at the higher of the asset’s
fair value less cost to sell and its value in use. Where the carrying amount of an asset exceeds its
recoverable amount, the asset is considered impaired and is written down to its recoverable
amount. In assessing value in use, the estimated future cash flows are discounted to their present
*SGVFS004179*
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value using a pre-tax discount rate that reflects current market assessments of the time value of
money and the risks specific to the asset.
A previously recognized impairment loss is reversed by a credit to current operations to the extent
that it does not restate the asset to a carrying amount in excess of what would have been
determined (net of any depreciation and amortization) had no impairment loss been recognized for
the asset in prior years.
Provisions
Provisions are recognized when an obligation (legal or constructive) is incurred as a result of a
past event and where it is probable that an outflow of resources embodying economic benefits
will be required to settle the obligation and a reliable estimate can be made of the amount of the
obligation. Where the Company expects some or all of a provision to be reimbursed, for example
under an insurance contract, the reimbursement is recognized as a separate asset but only when
the reimbursement is virtually certain. The expense relating to any provision is presented in the
statement of comprehensive income, net of any reimbursement. If the effect of the time value of
money is material, provisions are discounted using a current pre-tax rate that reflects, where
appropriate, the risks specific to the liability. Where discounting is used, the increase in the
provision due to the passage of time is recognized as interest expense during the period.
When the shares are sold at premium, the difference between the proceeds and the par value shall
be credited to an additional paid-in capital account. Direct costs incurred related to the issuance
of new capital stock are shown in equity as deduction, net of tax.
Retained earnings may also include the effect of changes in accounting policies as may be
required by the standards’ transitional provisions.
Revenue Recognition
Revenue is recognized to the extent that it is probable that economic benefits associated with the
transaction will flow to the Company and the income can be measured reliably, regardless of
when the payment is made. Revenue is measured at the fair value of the consideration received,
excluding discounts and other sales taxes or duties and value-added tax (VAT). The Company
assesses its revenue arrangements against specific criteria in order to determine if it is acting as
principal or agent. The Company has concluded that it is acting as principal in all arrangements.
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The following specific recognition criteria must also be met before income is recognized.
Toll Revenues
Revenue is recognized when earned which is based on the Company’s proportionate share in the
total toll collections gross of operations and maintenance costs in accordance with the JVA
covering the construction and operation of the MCTEP.
Dividend Income
Income is recognized when the Company’s right to receive the payment is established.
Interest Income
Interests on cash in banks are recognized as it accrues using the EIR method.
Other Income
Other income is recognized when there is an incidental economic benefit, other than the usual
business operations, that will flow to the Company through an increase in asset or reduction in
liability that can be measured reliably.
Expense Recognition
Expenses are decreases in economic benefits during the accounting period in the form of outflows
or decrease of assets or incurrence of liabilities that result in decreases in equity, other than those
relating to distributions to equity participants, and are recognized when these are incurred.
Borrowing Costs
Borrowing costs are capitalized if they are directly attributable to the acquisition of the property
and equipment or construction of the service concession asset. Capitalization of borrowing costs
commences when the activities to prepare the assets are in progress and expenditures and
borrowing costs are incurred. Borrowing costs are capitalized until the assets are substantially
ready for their intended use. Other borrowing costs are expensed as incurred.
Borrowing costs include interest charges, amortization of debt issue costs, exchange differences
arising from foreign currency borrowings to the extent that they are regarded as an adjustment to
interest costs and other costs incurred in connection with the borrowing of funds, less any interest
income earned on the temporary investment of these borrowings.
*SGVFS004179*
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Retirement Cost
CIC has defined benefit retirement plan. The net defined benefit liability is the aggregate of the
present value of the defined benefit obligation at the end of the reporting period reduced by the
fair value of plan assets, if any. The cost of providing benefits under the defined benefit plan is
actuarially determined using projected unit credit method.
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.
Interest on the defined benefit liability is the change during the period in the net defined benefit
liability 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. Interest on the defined benefit
liability is recognized as retirement cost in profit or loss.
Remeasurements comprising actuarial gains and losses (excluding interest on defined benefit
liability) are recognized immediately in OCI in the period in which they arise. Remeasurements
are not reclassified to profit or loss in subsequent periods.
Actuarial valuations are made with sufficient regularity that the amounts recognized in the
financial statements do not differ materially from the amounts that would be determined at
reporting date.
Operating Leases
The determination of whether an arrangement is, or contains a lease is based on the substance of
the arrangement and requires 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. 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).
*SGVFS004179*
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Company as Lessee
Leases where the lessor retains substantially all the risks and benefits of ownership of the asset are
classified as operating leases. Operating lease payments are recognized as an expense in the
statement of comprehensive income on a straight-line basis over the lease term.
Income Taxes
Current Taxes
Current tax assets and liabilities for the current periods are measured at the amount expected to be
recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the
amount are those that are enacted or substantially enacted at the reporting date.
Deferred Taxes
Deferred tax is provided using the balance sheet liability method on all temporary differences at
the reporting date between the tax bases of assets and liabilities and their carrying amounts for
financial reporting purposes.
Deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets
are recognized for all deductible temporary differences, carryforward benefit of unused tax credits
from excess of the minimum corporate income tax (MCIT) over regular corporate income tax
(RCIT), to the extent that it is probable that future taxable income will be available against which
the deductible temporary differences and carryforward benefit of unused MCIT and unused net
operating loss carryover (NOLCO) can be utilized. Deferred tax, however, is not recognized
when it arises from the initial recognition of an asset or liability in a transaction that is not a
business combination and, at the time of the transaction, affects neither the accounting income nor
taxable income or loss. The Company does not recognize deferred tax assets and deferred tax
liabilities that will reverse during the income tax holiday (ITH).
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the
extent that it is no longer probable that sufficient future taxable income will be available to allow
all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed
at each reporting date and are recognized to the extent it has become probable that future taxable
income will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates applicable to the period when the
asset is realized or the liability is settled, based on tax rate and tax laws that have been enacted or
substantively enacted at the reporting date.
Deferred tax assets and liabilities are offset if a legally enforceable right exists to set off current
tax assets against current tax liabilities and deferred taxes related to the same taxable entity and
the same authority.
VAT
Revenues and expenses and assets are recognized net of the amount of VAT except:
· where the VAT incurred on a purchase of assets or services is not recoverable from the tax
authority, in which case the input tax is recognized as part of the cost of acquisition of the
asset or as part of the expense item as applicable; and
· receivables and payables that are stated with the amount of VAT included.
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The Company has not applied the following PFRS, Philippine Interpretations and amendments to
existing standards which are not yet effective as at December 31, 2013:
§ PAS 36, “Impairment of Assets - Recoverable Amount Disclosures for Non-Financial Assets”
(Amendments)
These amendments are effective for annual periods beginning on or after January 1, 2014.
They provide an exception to the consolidation requirement for entities that meet the
definition of an investment entity under PFRS 10. The exception to consolidation requires
investment entities to account for subsidiaries at fair value through profit or loss. It is not
expected that this amendment would be relevant to the Company.
IFRIC 21 clarifies that an entity recognizes a liability for a levy when the activity that triggers
payment, as identified by the relevant legislation, occurs. For a levy that is triggered upon
reaching a minimum threshold, the interpretation clarifies that no liability should be
anticipated before the specified minimum threshold is reached. IFRIC 21 is effective for
annual periods beginning on or after January 1, 2014. The Company does not expect that
IFRIC 21 will have material financial impact in future financial statements.
§ PAS 39, “Financial Instruments: Recognition and Measurement - Novation of Derivatives and
Continuation of Hedge Accounting” (Amendments)
These amendments provide relief from discontinuing hedge accounting when novation of a
derivative designated as a hedging instrument meets certain criteria. These amendments are
effective for annual periods beginning on or after January 1, 2014. The Company has not
*SGVFS004179*
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novated its derivatives during the current period. However, these amendments would be
considered for future novations.
§ PAS 32, “Financial Instruments: Presentation - Offsetting Financial Assets and Financial
Liabilities” (Amendments)
The amendments clarify the meaning of “currently has a legally enforceable right to set-off”
and also clarify the application of the PAS 32 offsetting criteria to settlement systems (such as
central clearing house systems) which apply gross settlement mechanisms that are not
simultaneous. The amendments will affect presentation only and will have no impact on the
Company’s financial position or performance. The amendments to PAS 32 are to be
retrospectively applied for annual periods beginning on or after January 1, 2014.
The amendments apply to contributions from employees or third parties to defined benefit
plans. Contributions that are set out in the formal terms of the plan shall be accounted for as
reductions to current service costs if they are linked to service or as part of the
remeasurements of the net defined benefit asset or liability if they are not linked to service.
Contributions that are discretionary shall be accounted for as reductions of current service
cost upon payment of these contributions to the plans. The amendments to PAS 19 are to be
retrospectively applied for annual periods beginning on or after July 1, 2014. Currently, the
Company’s employees or third parties do not contribute to the Company’s defined benefit
plans, thus, the Company does not expect that these amendments will have an impact on its
financial position or performance.
The amendment revised the definitions of vesting condition and market condition and added
the definitions of performance condition and service condition to clarify various issues. This
amendment shall be prospectively applied to share-based payment transactions for which the
grant date is on or after July 1, 2014. The Company does not expect that this amendment will
have significant impact on its financial position or performance.
The amendment clarifies that a contingent consideration that meets the definition of a
financial instrument should be classified as a financial liability or as equity in accordance with
PAS 32. Contingent consideration that is not classified as equity is subsequently measured at
fair value through profit or loss whether or not it falls within the scope of PAS 39. The
amendment shall be prospectively applied to business combinations for which the acquisition
date is on or after July 1, 2014. The Company shall consider this amendment for future
business combinations.
*SGVFS004179*
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The amendment clarifies that short-term receivables and payables with no stated interest rates
can be held at invoice amounts when the effect of discounting is immaterial. The amendment
will have no significant impact on the Company’s financial position or performance.
§ PAS 16, “Property, Plant and Equipment - Revaluation Method - Proportionate Restatement
of Accumulated Depreciation”
The amendment clarifies that, upon revaluation of an item of property, plant and equipment,
the carrying amount of the asset shall be adjusted to the revalued amount, and the asset shall
be treated in one of the following ways:
a. The gross carrying amount is adjusted in a manner that is consistent with the revaluation
of the carrying amount of the asset. The accumulated depreciation at the date of
revaluation is adjusted to equal the difference between the gross carrying amount and the
carrying amount of the asset after taking into account any accumulated impairment losses.
b. The accumulated depreciation is eliminated against the gross carrying amount of the
asset.
The amendment is effective for annual periods beginning on or after July 1, 2014. The
amendment shall apply to all revaluations recognized in annual periods beginning on or after
the date of initial application of this amendment and in the immediately preceding annual
period. The amendment will have no impact on the Company’s financial position or
performance.
The amendments clarify that an entity is a related party of the reporting entity if the said
entity, or any member of a group for which it is a part of, provides key management personnel
services to the reporting entity or to the parent company of the reporting entity. The
amendments also clarify that a reporting entity that obtains management personnel services
from another entity (also referred to as management entity) is not required to disclose the
compensation paid or payable by the management entity to its employees or directors. The
reporting entity is required to disclose the amounts incurred for the key management
personnel services provided by a separate management entity. The amendments are effective
for annual periods beginning on or after July 1, 2014 and are applied retrospectively. The
*SGVFS004179*
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amendments affect disclosures only and will have no impact on the Company’s financial
position or performance.
The amendments clarify that, upon revaluation of an intangible asset, the carrying amount of
the asset shall be adjusted to the revalued amount, and the asset shall be treated in one of the
following ways:
a. The gross carrying amount is adjusted in a manner that is consistent with the revaluation
of the carrying amount of the asset. The accumulated amortization at the date of
revaluation is adjusted to equal the difference between the gross carrying amount and the
carrying amount of the asset after taking into account any accumulated impairment losses.
b. The accumulated amortization is eliminated against the gross carrying amount of the
asset.
The amendments also clarify that the amount of the adjustment of the accumulated
amortization should form part of the increase or decrease in the carrying amount accounted
for in accordance with the standard.
The amendments are effective for annual periods beginning on or after July 1, 2014. The
amendments shall apply to all revaluations recognized in annual periods beginning on or after
the date of initial application of this amendment and in the immediately preceding annual
period. The amendments will have no impact on the Company’s financial position or
performance.
The amendment clarifies that an entity may choose to apply either a current standard or a new
standard that is not yet mandatory, but that permits early application, provided either standard
is applied consistently throughout the periods presented in the entity’s first PFRS financial
statements. This amendment is not applicable to the Company as it is not a first-time adopter
of PFRS.
The amendment clarifies that PFRS 3 does not apply to the accounting for the formation of a
joint arrangement in the financial statements of the joint arrangement itself. The amendment
is effective for annual periods beginning on or after July 1 2014 and is applied prospectively.
This amendment will have no impact on the Company’s financial position or performance.
The amendment clarifies that the portfolio exception in PFRS 13 can be applied to financial
assets, financial liabilities and other contracts. The amendment is effective for annual periods
beginning on or after July 1 2014 and is applied prospectively. The amendment will have no
significant impact on the Company’s financial position or performance.
*SGVFS004179*
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The amendment clarifies the interrelationship between PFRS 3 and PAS 40 when classifying
property as investment property or owner-occupied property. The amendment stated that
judgment is needed when determining whether the acquisition of investment property is the
acquisition of an asset or a group of assets or a business combination within the scope of
PFRS 3. This judgment is based on the guidance of PFRS 3. This amendment is effective for
annual periods beginning on or after July 1, 2014 and is applied prospectively. The
amendment will have no impact on the Company’s financial position or performance.
PFRS 9, as issued, reflects the first and third phases of the project to replace PAS 39 and
applies to the classification and measurement of financial assets and liabilities and hedge
accounting, respectively. Work on the second phase, which relate to impairment of financial
instruments, and the limited amendments to the classification and measurement model is still
ongoing, with a view to replace PAS 39 in its entirety. PFRS 9 requires all financial assets to
be measured at fair value at initial recognition. A debt financial asset may, if the fair value
option (FVO) is not invoked, be subsequently measured at amortized cost if it is held within a
business model that has the objective to hold the assets to collect the contractual cash flows
and its contractual terms give rise, on specified dates, to cash flows that are solely payments
of principal and interest on the principal outstanding. All other debt instruments are
subsequently measured at fair value through profit or loss. All equity financial assets are
measured at fair value either through other comprehensive income (OCI) or profit or loss.
Equity financial assets held for trading must be measured at fair value through profit or loss.
For liabilities designated as at FVPL using the fair value option, the amount of change in the
fair value of a liability that is attributable to changes in credit risk must be presented in OCI.
The remainder of the change in fair value is presented in profit or loss, unless presentation of
the fair value change relating to the entity’s own credit risk in OCI would create or enlarge an
accounting mismatch in profit or loss. All other PAS 39 classification and measurement
requirements for financial liabilities have been carried forward to PFRS 9, including the
embedded derivative bifurcation rules and the criteria for using the FVO. The adoption of the
first phase of PFRS 9 will have an effect on the classification and measurement of the
Company’s financial assets, but will potentially have no impact on the classification and
measurement of financial liabilities.
On hedge accounting, PFRS 9 replaces the rules-based hedge accounting model of PAS 39
with a more principles-based approach. Changes include replacing the rules-based hedge
effectiveness test with an objectives-based test that focuses on the economic relationship
between the hedged item and the hedging instrument, and the effect of credit risk on that
economic relationship; allowing risk components to be designated as the hedged item, not
only for financial items, but also for non-financial items, provided that the risk component is
separately identifiable and reliably measurable; and allowing the time value of an option, the
forward element of a forward contract and any foreign currency basis spread to be excluded
from the designation of a financial instrument as the hedging instrument and accounted for as
costs of hedging. PFRS 9 also requires more extensive disclosures for hedge accounting.
PFRS 9 currently has no mandatory effective date. PFRS 9 may be applied before the
completion of the limited amendments to the classification and measurement model and
impairment methodology. The Company will not adopt the standard before the completion of
the limited amendments and the second phase of the project.
*SGVFS004179*
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§ 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 SEC and the
Financial Reporting Standards Council (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. Adoption of the
interpretation when it becomes effective will not have any impact on the financial statements
of the Company.
The preparation of the financial statements in accordance with PFRS requires the Company to
make judgments and estimates that affect the reported amounts of assets, liabilities, income and
expenses and disclosures of contingent assets and contingent liabilities. Future events may occur
which will cause the assumptions used in arriving at the estimates to change. The effects of any
change in estimates will be reflected in the financial statements as they become reasonably
determinable.
Judgments and estimates are continually evaluated and are based on historical experience and
other factors, including expectations of future events that are believed to be reasonable under the
circumstances as at the date of the financial statements. While the Company believes that the
assumptions are reasonable and appropriate, actual results could differ from such estimates.
Judgments
The Company has entered into a commercial property lease for its office premises. The
Company has determined based on the evaluation of the terms and conditions of the
arrangements (i.e., the lease does not transfer ownership of the asset to the lessee by the end
of the lease term, the lessee has no option to purchase the asset at a price that is expected to be
sufficiently lower than the fair value at the date the option is exercisable and the lease term is
not for the major part of the asset’s economic life) that the lessor retains all the significant
risks and rewards of ownership of these properties which are leased on an operating lease
arrangement.
c. Contingencies
The Company has possible claims from or obligation to other parties from past events and
whose existence may only be confirmed by the occurrence or non-occurrence of one or more
uncertain future events not wholly within its control. Management, in consultation with
outside counsel, has determined that the present obligations with respect to contingent
liabilities and claims with respect to contingent assets do not meet the recognition criteria, and
therefore has not recorded any such amounts.
*SGVFS004179*
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d. Functional currency
PAS 21 requires management to use its judgment to determine the entity’s functional
currency such that it most faithfully represents the economic effects of the underlying
transactions, events and conditions that are relevant to the entity. In making this judgment,
the Company considers the following:
· the currency that mainly influences sales prices for financial instruments and services
(this will often be the currency in which sales prices for its financial instruments and
services are denominated and settled);
· the currency in which funds from financing activities are generated; and
· the currency in which receipts from operating activities are usually retained.
Based on the economic substance of the underlying circumstances relevant to the Company,
the functional currency has been determined to be the Philippine peso. It is the currency that
mainly influences the selling prices for the Company’s services and the currency that
influences labor and other costs of providing services.
e. Going concern
The Company’s management has made an assessment of its ability to continue as going
concern. Management believes that it has the adequate resources to continue in business for
the foreseeable future. Therefore, the financial statements continue to be prepared on a going
concern basis.
Estimates
Where the fair values of financial assets and financial liabilities recorded on the statement of
financial position cannot be derived from active markets, they are determined using a variety
of valuation techniques that include the use of mathematical models. The input to these
models is taken from observable markets where possible, but where this is not feasible, a
degree of judgment is required in establishing fair values.
The fair value of financial assets and liabilities are disclosed in Note 27.
The Company reviews its receivables to assess impairment at least on an annual basis. In
determining whether credit loss should be recorded in the statement of comprehensive
income, the Company makes judgments as to whether there is any observable data indicating
that there is a measurable decrease in the estimated future cash flows from the receivables.
As at December 31, 2013 and 2012, receivables amounted to P =166.2 million and
P
=183.9 million, respectively. Allowance for credit losses amounted to P
=37,593 as at
December 31, 2013 and 2012 (see Note 6).
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The Company treats AFS equity investments as impaired when there is evidence of
deterioration in the financial health of the investee, industry and sector performance, legal and
regulatory framework and other factors that affect the recoverability of the Company’s
investment. In addition, the Company evaluates other factors, including the future cash flows
and the discount factors for unquoted equities.
The carrying value of the Company’s investment in unquoted preferred shares amounted to
P
=5,337.5 million and =
P5,871.3 million as at December 31, 2013 and 2012, respectively (see
Note 10). No impairment loss was recognized in 2013 and 2012.
An impairment loss is recognized whenever the carrying amount of an asset exceeds its
recoverable amount. The recoverable amount of an asset is the greater of its fair value less
cost to sell and value in use. The fair value is the amount obtainable from the sale of an asset
in an arm’s length transaction between knowledgeable willing parties while value in use is the
present value of estimated future cash flows expected to arise from the continuing use of an
asset and from its disposal at the end of its useful life. Recoverable amounts are estimated for
individual assets or, if it is not possible, for the cash-generating unit to which the asset
belongs.
The carrying values of the Company’s non-financial assets as at December 31, 2013 and 2012
are as follows:
2013 2012
Service concession asset (see Note 9) P
=7,655,256,638 =7,696,051,109
P
Sinking fund* (see Note 14) 125,943,966 107,943,966
Advances to contractors (see Note 12) 66,153,414 72,779,377
Property and equipment (see Note 11) 27,376,286 25,392,971
Computer software* (see Note 14) 9,533,422 12,449,738
Others* (see Note 14) 16,743,532 23,097,088
*Included in “Other noncurrent assets” account in the statements of financial position.
The useful life of each of the Company’s item of service concession asset, property and
equipment and computer software is estimated based on the period over which the asset is
expected to be available for use. Such estimation is based on a collective assessment of similar
businesses, 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
*SGVFS004179*
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changes in the factors mentioned above. A reduction in the estimated useful life of any item of
concession asset, property and equipment and computer software would increase the recorded
depreciation and amortization expense and decrease the carrying value of service concession
asset, property and equipment and computer software.
Effective January 1, 2013, amortization of concession asset is calculated based on the ratio of
actual traffic volume of the underlying toll expressways compared to the total expected traffic
volume of the underlying toll expressways over the remaining concession periods of the service
concession agreements. Adjustments may need to be made to the carrying amounts of
concession intangible assets should there be a material difference between the total expected
traffic volume and the actual results.
As at December 31, 2013, as part of the established policy of the Company, the Company’s
management has reviewed the total expected traffic volume and made appropriate adjustments to
the assumptions of the expected traffic volume with reference to the latest independent traffic
studies. In 2013, the Company reported amortization of service concession asset amounting to
P
=109.9 million. The management of the Company considers that these are calculated by
reference to the best estimates of the total expected traffic volumes of the underlying toll
expressways.
The carrying values of the service concession asset, property and equipment and computer
software as at December 31, 2013 and 2012 are as follows:
2013 2012
Service concession asset (see Note 9) P
=7,655,256,638 =7,696,051,109
P
Property and equipment (see Note 11) 27,376,286 25,392,971
Computer software* (see Note 14) 9,533,422 12,449,738
*Included in “Other noncurrent assets” account in the statements of financial position.
The Company determines and accounts for the related taxes, if any, based on contractual
arrangements which may differ from the accounting treatment of the transactions. The
carrying amounts of deferred tax assets at each reporting date are reviewed and are reduced to
the extent that there is no longer sufficient future taxable income available to allow all or part
of the deferred tax assets to be utilized.
The determination of obligation and cost of pension and other employee benefits is dependent
on the selection of certain assumptions used by an actuary in calculating such amounts.
Those assumptions are described in Note 21 and include, among others, discount rates and
salary increase rates.
While the Company believes that the assumptions are reasonable and appropriate, significant
differences in the actual experience or significant changes in the assumptions may materially
affect the cost of employee benefits and related obligations. As at December 31, 2013 and
2012, the retirement liability of the Company amounted to P =0.7 million (see Note 21).
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h. Provisions
2013 2012
Cash on hand P
=530,000 P530,000
=
Cash in banks 685,999,483 556,624,032
Short-term investments 101,860,601 30,000,000
P
=788,390,084 =587,154,032
P
Cash in banks earn annual interest at the prevailing bank deposit rates ranging from 0.2% to 0.3%
in 2013 and 2012. Short-term investments are made for varying periods of up to three months
depending on the immediate cash requirements of the Company and earn interest at the respective
short-term investment rates. Interest rates range from 1.5% to 4.6% and 1.3% to 4.6% in 2013
and 2012, respectively. Interest earned from cash and cash equivalents amounted to = P11.9 million
and =
P16.1 million in 2013 and 2012, respectively.
Cash in banks include revenue and debt service reserve accounts amounting to P =632.1 million and
P
=500.2 million as at December 31, 2013 and 2012, respectively, which are established and
maintained solely for debt servicing of the Company’s long-term debt. The revenue and debt
service reserve accounts also form part of the securities for the Company’s long-term debt (see
Note 16).
6. Receivables
2013 2012
Receivable from an SPE (see Note 13) P
=155,785,232 =158,777,100
P
Dividend receivable (see Note 10) 6,216,104 22,282,181
Other receivables 4,276,027 2,922,302
166,277,363 183,981,583
Less allowance for credit losses (see Note 20) 37,593 37,593
P
=166,239,770 =183,943,990
P
*SGVFS004179*
- 28 -
Receivable from an SPE pertains to the balances of Transaction Accounts as discussed in Note 13.
Interest earned from the Transaction Accounts amounted to P
=2.4 million and P
=1.5 million in 2013
and 2012, respectively.
Dividend receivable is noninterest-bearing and is generally collectible within three months from
the date of declaration.
Other receivables are noninterest-bearing and are collectible within one year.
Allowance for credit losses relates to individually assessed impaired due from officers and
employees. The amounts due from officers and employees are included under “Other
receivables” account.
2013 2012
Prepaid insurance P
=9,258,930 =–
P
Security deposit 13,291 114,000
Others 50,000 50,000
P
=9,322,221 =164,000
P
On February 3, 1994, the Philippine and Malaysian governments entered into a Memorandum of
Understanding for a joint and cooperative implementation of infrastructure projects in the
Philippines through the PRA (formerly PEA), MARA and Renong Berhad (Renong). On
December 27, 1994, PRA entered into a JVA with the two Malaysian entities, namely, MARA
and Renong (the JV partners), for the development of the R-1 Expressway, C-5 Link Expressway
and R-1 Expressway Extension, collectively referred to as the MCTEP or the Project.
Under the JVA, each of the following expressways shall be constructed in segments. Each
segment shall allow partial operation to be carried out as follows:
Phase I Design and improvement of the R-1 Expressway and the design and construction
of the C-5 Link Expressway which connects the R-1 Expressway to the South
Luzon Expressway
Phase II Design and construction of the extension of the R-1 Expressway which connects
the existing R-1 Expressway at Zapote to Noveleta
By virtue of the JVA, PRA and MARA agreed that Renong may assign its rights and transfer its
liabilities and obligations under the JVA to UEM. This was confirmed through a Novation
Agreement on August 17, 1995. MARA and UEM then incorporated the Company in October
1995 to represent MARA and UEM.
On July 26, 1996, PRA (Grantee) and the Company then entered into a Toll Operation Agreement
(TOA) with the Grantor, through the Toll Regulatory Board (TRB), to expand the scope and toll
collection period of the Toll Operation Certificate of PRA and amplify the terms and conditions
which are necessary to ensure the financial viability of the Project. Under the TOA, MARA and
*SGVFS004179*
- 29 -
UEM shall continue to be liable jointly and severally. Pursuant to the TOA, PRA will be
responsible for the operation and maintenance of the expressway while the Company will be
responsible for the design and construction of the expressway including its financing.
b. The franchise period for all the expressways shall be thirty-five (35) consecutive years
calculated from the last final operation date, which is the date on which all segments of each
expressway shall have commenced operation, or from October 1, 1998, whichever is earlier.
In the event the franchise period is extended in accordance with the provisions of this
agreement, such extension shall be correspondingly included for the purposes of determining
the extended franchise period. Notwithstanding the provisions of this section, the Grantee
shall be entitled to operate and maintain any completed segment of any expressway before the
last final operation date in accordance with the provisions of this agreement.
c. The right granted to the Company to perform the construction of the expressways shall be for
a term of four (4) consecutive years counted from the effectiveness of the Notice to Proceed.
The Notice to Proceed is issued by the Grantor upon fulfillment of all the conditions
precedent as set out in the TOA.
d. Construction shall be carried out at the expense of the Company, provided that the Grantor
shall fulfill all its obligations to the Company. In the event that the total construction costs
estimated by the independent consultant are lower by 5.0% or more than the Company’s cost
estimate, the Grantor and PRA agree that the agreed toll rates shall be adjusted accordingly.
e. The Grantor undertakes that there shall exist throughout the term of the construction, Land in
Vacant Possession for the construction of any segment of an expressway to which the Notice
to Proceed is issued so that construction can be carried out continuously without any
interruption for at least 6 months.
f. Any delay in the construction caused by (i) any delay in handing over the Land in Vacant
Possession, (ii) any delay caused by significant changes made to the basic design, or (iii) any
other cause not due to the willful act, fault or negligence of PRA and/or the Company, shall
correspondingly extend the period of construction, provided however, that such extension of
the period of construction shall not adversely affect the feasibility of the Project. If such
extension affects the feasibility of the Project, the termination provisions shall apply.
g. The expressways shall be owned by the Grantor without prejudice to the rights and
entitlement of the Grantee and/or the Company.
h. If the TOA is terminated by PRA and/or the Company by reason of the Grantor’s default, the
Grantor shall within six months from the date of notice of termination by the PRA and/or the
Company: (i) be obliged to take over the Project, and shall forthwith assume all attendant
rights and liabilities thereof including without limitation the obligations under the loan and
(ii) pay just compensation to PRA and/or the Company.
*SGVFS004179*
- 30 -
Pursuant to the TOA, PRA established PEA Tollways Corporation (PEATC), its wholly owned
subsidiary, to undertake the operations and maintenance (O&M) obligations of PRA under the
TOA. PEATC would collect the toll fees from the toll paying traffic and deposits such collections
to the O&M Account of the joint venture maintained with a local bank.
On June 28, 2010, the TRB has issued a clarification of the Franchise Period of R-1 Expressway
Extension. According to the TRB, each segment of the expressways have their specific
commencement of its Operation Date, that is, the date to start toll collection for that segment,
which is granted after such segment is substantially completed and can be operated as a toll road.
Since the R-1 Expressway Extension has yet to be substantially completed as at that date, the TRB
clarified that the Franchise Period has not yet commenced for that segment.
As provided in the JVA, the joint venture partners shall receive a monthly share equivalent to the
excess in cash balance, net of O&M expenses - equivalent to six months O&M for the initial
monthly sharing and reduced to one month O&M after such initial sharing, to be distributed as
follows: (a) 10.0% for PRA and 90.0% for the Company for the period starting from the Project
completion until the full payment of loans and interest, cost advances, capital investments and
return on equity of the parties and (b) 60.0% for PRA and 40.0% for the Company for the
remainder of the 35-year toll concession period.
At the end of the toll collection period, the finished segments of the MCTEP will be transferred to
the Grantor.
a. Enter into an Engineering Procurement and Construction Contract (EPC Contract) with No.
14 Metallurgical Construction Company of China National Nonferous Metal Industry (the
Equity Contractor or MCC) and Katahira & Engineers Asia, Inc. which sets out the basic and
major terms of an EPC Contract in connection with the construction of the R-1 Expressway
Extension, Segment 4 of the MCTEP. Under the said agreement, the total contract price shall
be =
P5,000.0 million. In addition, the agreement provides that a performance security be
secured as discussed below; and
b. Enter into with MCC and the existing stockholders of the Company a Shareholders’
Contribution Agreement (SCA) in connection with MCC’s equity investment in the Company
for the purpose of allowing it to comply with the conditions precedent under the EPC
Contract that was awarded to it in relation to the R-1 Expressway Extension, Segment 4 of the
MCTEP, as well as other agreements, documents and papers pertinent to the foregoing.
While the EPC Contract and SCA were signed by the Company and the respective parties, the
contract was not executed and was declared null and void in 2007.
On June 4, 2009, the Company, together with the Lenders, Agents and Pledgor, executed an
amendment to the 2006 Omnibus Loan Agreement (OLA) to replace MCC with Sargasso
Construction and Development Corporation (SCDC), to amend certain obligations and to comply
with the terms and conditions of the Company’s Lenders and its Equity Contractor.
On November 14, 2006, the Company, PRA and TRB entered into an O&M Agreement, as
approved by the Office of the President of the Republic of the Philippines, to clarify and amend
certain rights and obligations under the JVA and TOA and to comply with the terms and
conditions of the Company’s Lenders and its Equity Contractor.
*SGVFS004179*
- 31 -
Phase 1 of the Project will now relate to the design and improvement of the R-1 Expressway
and the design and construction of the R-1 Expressway Extension which consist of Segment 1
(from Seaside Drive to Zapote), Segment 4 (from Zapote to Kawit) and Segment 5 (from
Kawit to Noveleta), provided that, subject to the approval of the TRB, Segment 5 will be
excluded from Phase 1 in the event that its construction does not begin within two years from
the completion of the design and construction works for Segment 4 that is estimated to be in
December 2008. In case of exclusion from Phase 1, Segment 5 shall now form part of the
Phase 2, subject to the approval of the TRB.
Phase 2 of the Project will now relate to the design and construction of the C-5 Link
Expressway, which consists of Segments 2 and 3 from R-1 Interchange to Sucat Interchange
to South Luzon Expressway Interchange, respectively.
2. Change of the Participation of PRA and the Company in the O&M Agreement of Phase 1 of
the Project
PRA agrees to execute and deliver a voting trust agreement which shall be coupled with an
interest covering two-thirds of the outstanding capital stock of PEATC in order to transfer the
voting rights over such PEATC shares in favor of the Company. Such voting rights of the
Company over the shares shall be during the period of the loan from syndicated lenders
covered by the OLA (an OLA was signed by the Company and various lenders in 2006) and
the repayment of the Equity Contractor and shall be irrevocable during the aforementioned
period.
As a consequence of the Company’s participation in the O&M Agreement set out in the
previous paragraphs, the Company shall nominate 5 members of the BOD of PEATC while
PRA shall nominate 2 members. PRA shall nominate the Chairman of the BOD and one (1)
member as its second nominee as well as the Controller of PEATC, while the Company is
entitled to nominate the Chief Executive Officer, Chief Operating Officer, Treasurer and the
Corporate Secretary of PEATC. The Company shall further have the right to nominate other
members of the Board and other officers to the key position of PEATC as may be necessary
to effectively implement the participation.
4. Amendment of the Revenue Sharing Provisions as Previously Provided under the TOA
Effective on the first day of the Company’s participation in the O&M, there will be a new and
improved distribution of the share in the toll fees of PRA and the Company. PRA shall
receive 8.5% of gross toll revenue while the Company shall receive 91.5% of the gross toll
revenue and will absorb all O&M costs and expenses. PRA shall no longer share from any of
the O&M costs and expenses. The share of PRA shall be increased by 0.5% every periodic
toll rate adjustment under the TOA but not to exceed 10.0% of gross toll revenue at any one
time during the repayment period of the loan.
*SGVFS004179*
- 32 -
The new PRA share of 8.5% of the gross toll revenue shall be subject to increase as
mentioned in the previous paragraph which shall be implemented during the period of:
Upon repayment in full of the loans and interest costs, advances, capital investment and the
return of equity, the Company and PRA shall share at the ratio of 40.0% and 60.0%,
respectively, as originally agreed upon under the JVA.
All gross toll revenue collections shall be directly deposited on a daily basis to the respective
bank accounts of PRA and the Company:
a) The 91.5% share of the Company shall absorb all O&M costs and expenses. The
Company shall continue to set aside sinking fund in accordance with the TOA schedule of
maintenance per segment. The sinking fund interest income shall remain intact and shall
not be subject to revenue sharing of the JVA partners.
b) The sinking fund which shall remain with PEATC and maintained adequately at all times,
shall be solely used for major road repairs and re-pavement and for extraordinary costs
and expenses needed by the operation but not provided in the annual budget. Any
shortage in the sinking fund shall be the sole responsibility of the Company; and
6. Acknowledgement of all parties that in the event of a default under the loan, the Lenders shall
be granted step-in rights in respect of the share of the Company on the revenues from the toll
collections in favor of the Lenders as security for the financing provided by such Lenders.
7. Unless otherwise amended, revised or modified by the Company, PRA and TRB after
obtaining the necessary regulatory approvals, the Company’s participation in the O&M under
this O&M Agreement shall be terminated upon repayment in full of the loans subject of the
OLA dated August 25, 2006 and repayment to the Equity Contractor.
In a letter dated May 21, 2010, the PRA confirmed that the effectivity of the O&M Agreement
and the voting trust agreement shall be extended for a period of 4 years or until August 25, 2021,
or upon full settlement of the funding obtained by the Company for the completion of MCTEP.
*SGVFS004179*
- 33 -
2013 2012
Cost:
Balance at beginning of year P
=8,477,893,834 =8,477,893,834
P
Additions 69,106,250 –
Balance at end of year 8,547,000,084 8,477,893,834
Accumulated amortization:
Balance at beginning of year 781,842,725 539,614,195
Amortization (see Note 19) 109,900,721 242,228,530
Balance at end of year 891,743,446 781,842,725
Net book value P
=7,655,256,638 =7,696,051,109
P
Additions during 2013 pertain mainly to the civil works construction of the Modified Zapote
Interchange, which forms part of Segment 4 of R-1 Expressway Extension.
The concession terms for R-1 Expressway and R-1 Expressway Extension are until September 30,
2033 and April 30, 2046, respectively. As at December 31, 2013, the remaining concession terms
for R-1 Expressway and R-1 Expressway Extension are 20 years and 32 years, respectively.
2013 2012
Balance at beginning of year P
=5,871,250,000 =–
P
Acquisition – 6,100,000,000
Redemption (533,750,000) (228,750,000)
Balance at end of year =5,337,500,000 =
P P5,871,250,000
The Company acquired 40,000 preferred shares of CFC amounting to P =6,100.0 million in April
2012. CFC is an unrestricted company incorporated in Cayman Islands. CFC’s ordinary voting
shares are held by Goldbow Investment Ltd. (Goldbow), an unrelated party based in Hong Kong.
The preferred shares are non-voting and have rights to participate on a pari passu basis with the
ordinary voting shares in winding-up or repayment of capital. The preferred shares have the
rights to dividends subject to CFC’s BOD declaration while the ordinary voting shares have no
rights to dividends. The preferred shares also have the rights to participate in the profits or assets
of CFC while the ordinary voting shares will have no other right to participate in the profits or
assets of CFC.
CFC has the right to repurchase at any time any preferred shares held by the Company at a
repurchase price which will be determined by CFC’s BOD.
CFC’s BOD declared dividends amounting to P =408.6 million and =P301.3 million to CIC as the
preferred shareholder in 2013 and 2012, respectively. Dividend receivable from CFC amounted
to =
P6.2 million and =
P22.3 million as at December 31, 2013 and 2012, respectively (see Note 6).
*SGVFS004179*
- 34 -
2013
Transportation Office Leasehold Furniture Other
Equipment Equipment Improvements and Fixtures Equipment* Total
Cost
Balances at beginning
of year P
= 13,389,053 P
= 11,437,556 P
= 2,774,666 P
= 3,336,910 P
= 27,904,164 P
= 58,842,349
Additions 5,821,964 1,248,934 – 676,811 3,198,811 10,946,520
Disposals (1,250,000) (42,588) – – – (1,292,588)
Balances at end of year 17,961,017 12,643,902 2,774,666 4,013,721 31,102,975 68,496,281
Accumulated
Depreciation
Balances at beginning
of year 7,374,273 7,651,502 2,761,447 1,903,362 13,758,794 33,449,378
Depreciation
(see Notes 19 and 20) 2,028,797 1,294,675 4,397 543,745 4,093,038 7,964,652
Disposals (281,259) (12,776) – – – (294,035)
Balances at end of year 9,121,811 8,933,401 2,765,844 2,447,107 17,851,832 41,119,995
Net Book Value P
= 8,839,206 P
= 3,710,501 P
= 8,822 P
= 1,566,614 P
= 13,251,143 P
= 27,376,286
* Other equipment include R-1 toll facilities, tools & engineering equipment and other fixed assets.
2012
Transportation Office Leasehold Furniture Other
Equipment Equipment Improvements and Fixtures Equipment* Total
Cost
Balances at beginning
of year P
=11,170,482 P
=10,420,325 P
=2,774,666 P
=3,090,038 P
=18,365,055 P
=45,820,566
Additions 2,218,571 1,017,231 – 246,872 9,539,109 13,021,783
Balances at end of year 13,389,053 11,437,556 2,774,666 3,336,910 27,904,164 58,842,349
Accumulated
Depreciation
Balances at beginning
of year 5,709,370 6,322,413 2,757,050 1,359,634 10,311,473 26,459,940
Depreciation
(see Notes 19 and 20) 1,664,903 1,329,089 4,397 543,728 3,447,321 6,989,438
Balances at end of year 7,374,273 7,651,502 2,761,447 1,903,362 13,758,794 33,449,378
Net Book Value P
=6,014,780 P
=3,786,054 P
=13,219 P
=1,433,548 P
=14,145,370 P
=25,392,971
* Other equipment include R-1 toll facilities, tools & engineering equipment and other fixed assets.
As at December 31, 2013 and 2012, the cost of fully depreciated property and equipment still in
use amounted to P
=19.7 million and P
=11.2 million, respectively.
Advances to Contractors
Advances to contractors mainly pertain to mobilization fees of the project contractors to facilitate
the construction works along R-1 Expressway Extension. These advances are reclassified to
service concession asset upon settlement of the progress billing depending on the percentage of
completion.
*SGVFS004179*
- 35 -
2013 2012
Contractors payable P
=33,891,950 =92,825,912
P
Retention sum 56,844,639 64,753,842
P
=90,736,589 =157,579,754
P
In 2010, the Company entered into an agreement with Manila Cavite Toll Road Finance Company
(MCFC or the SPE) for the sale of its right to the future toll collections of the toll road over a
certain period to the SPE. The SPE is an exempted company incorporated under the laws of the
Cayman Islands, established as a single purpose entity mainly to raise money from the public
which will in turn be used to acquire the Company’s right to future toll collections.
The Company does not hold any ownership interest over MCFC, however, in substance the
Company retains the majority of the residual or ownership risks related to the SPE or its assets in
order to obtain benefits from its activities. Relative to this, transactions of the SPE was
recognized in the financial statements of the Company such as but not limited to:
Obligation to an SPE
This pertains to the reciprocal account between the Company and the SPE mainly representing the
proceeds received by the Company from the issuance of the US$160.0 million 12.0% Series
2010-1 Notes due in September 2022 (Series 2010-1 Notes) and P=6,100.0 million Series 2012-1
Notes due in March 2019.
The amortized cost of the Obligation to an SPE as presented in the statement of financial position
represents the following:
2013 2012
Series 2012-1 Notes P
=5,337,500,000 =5,871,250,000
P
Series 2010-1 Notes 648,568,916 618,256,142
5,986,068,916 6,489,506,142
Less unamortized transaction costs 44,677,754 45,275,196
5,941,391,162 6,444,230,946
Less current portion - net of unamortized transaction
costs of P
=4,804,974 and = P3,941,249 in 2013 and
2012, respectively 638,237,296 548,363,260
P
=5,303,153,866 =5,895,867,686
P
*SGVFS004179*
- 36 -
· The principal amount is US$160.0 million with a coupon rate of 12.0%. Interest on the Series
2010-1 Notes will be payable quarterly in arrears, on the 15th day of each March, June,
September and December, or if any such day is not a Business Day, on the next succeeding
Business Day (each, a Payment Date), commencing December 15, 2010.
· Principal payments (Scheduled Principal Amounts) will be made quarterly in accordance with
the amortization schedule for the Series 2010-1 Notes, commencing on the March 2013
Payment Date. Unless redeemed, repurchased or amortized prior thereto, the final payment
on the Series 2010-1 Notes is expected to be made on the September 2022 Payment Date.
· The Series 2010-1 Notes is subject to mandatory redemption upon the occurrence of any of
the repurchase events at the redemption price of the sum in US dollars of (a) the Principal
Balance of such Series 2010-1 Notes, (b) all accrued and unpaid interest on such
Series 2010-1 Notes (if any) on such redeemed principal amount to but excluding the date set
for redemption (the Redemption Date), (c) all unpaid Additional Amounts with respect to
such Series 2010-1 Notes.
The Notes shall also be subject to redemption if (i) the Company or CHI undergoes a Change
in Control and (ii) such change in Control results in a withdrawal or downgrade of a rating.
The Notes can also be redeemed upon instruction by the Company to the SPE, in whole or in
part, at a price equal to the Series 2010-1 Redemption Price which is equal to the sum of
(a) the Principal Balance of the Notes (b) all accrued and unpaid interest (c) all unpaid
Additional Amounts with respect to the Series 2010-1 Notes and (d) the Series 2010-1 Make
Whole Premium determined as the amount as of determination date to be equal to the (i) the
present value (compounded on a quarterly basis) to such date of the expected future principal
and interest cash flows from such Notes being redeemed, discounted at a per annum rate equal
to the then-current bid side yield (as most recently published in the New York edition of The
Wall Street Journal on the U.S. Treasury Note having a maturity date closest to the remaining
weighted average life on such Notes calculated at the time of prepayment, plus 0.75% per
annum, minus (ii) the aggregate principal amount of such Notes (or portion thereof) to be
redeemed on such date. Any redemption of less than the full Principal Balance of the Series
2010-1 Notes will be applied to each remaining Series 2010-1 Scheduled Principal Amount,
on a pro-rata basis, and the Series 2010-1 Make Whole Premium will be applied after taking
this into consideration.
Pursuant to the issuance of the Series 2010-1 Notes, the SPE, the Company and the Indenture
Trustee appointed by the SPE entered into an Indenture Supplement Agreement wherein:
· The net proceeds from the issuance of the Series 2010-1 Notes will be used by the SPE to pay
the Company as part of the purchase payment of the Transferred Assets. The Company will
in turn apply such payment in the following approximate amounts:
*SGVFS004179*
- 37 -
“Transferred Assets” collectively refer to the Concession Collections and the Contract Rights.
Concession collections shall mean the portion of the Company’s rights to receive the
monetary payments under the Concession Agreements to the extent relating to R-1
Expressway and R-1 Expressway Extension. Contract Rights shall mean the rights under all
contracts other than the Concession Agreements such as Performance Bonds, Insurance
Policies and contracts with Sub-contractors.
· The Indenture Trustee shall establish a collections account to where the tolls purchased by the
SPE from the Company shall be deposited. The Indenture Trustee shall have the sole and
exclusive dominion and control and sole and exclusive right of withdrawal over the
collections account. The amounts deposited to the collections account shall be allocated
according to payment priorities set forth as the Collections Account Waterfall or the Priority
of Payments. The Priority of Payments includes fees and expenses of the Indenture Trustee,
fees and expenses of the Servicer and deposits into the O&M Account and the Major
Maintenance and Reserve Account. The Collections Account Waterfall involve the
establishment of several sub-accounts namely the O&M Account, the Major Maintenance
Reserve Account, the Cash Trapping Event Reserve Account, the Construction Cost Account,
the Coverage Reserve Account, the Series 2010-1 Debt Service Reserve Account, collectively
referred to as the Transaction Accounts.
· Upon the event of default by the SPE on the Series 2010-1 Notes, the outstanding amount of
the Series 2010-1 Notes (including accrued interest) will be payable by the Company.
As discussed above, the proceeds from the issuance of the Series 2010-1 Notes were used by the
SPE to finance the acquisition of the future toll collections from the Company.
On August 27, 2010, the Company entered into a Transfer Agreement with the SPE with the
following terms:
· The Company agreed to sell to the SPE, without recourse, all of its right, title and interest in
and to (but none of its obligations under) all of the Transferred Assets existing on August 27,
2010 or generated at any time hereafter through and including the Sale Termination Date.
The Sale Termination is described as the date on which all amounts payable under the
Transaction Documents by the Company and/or the SPE have been paid in full (whether as a
result of the payment of the Repurchase Price or otherwise).
The Transaction Documents consist of (a) the Indenture, the Series 2010-1 Indenture
Supplement, the Transfer Agreement, the Servicing Agreement, the Support Agreement, the
Series 2010-1 Notes, the Share Pledge Agreement, and the Series 2010-1 Hedge Agreement
(collectively “the Finance Documents”) and (b) the Concession Agreements.
· The Purchase Payment shall consist of the sum of (a) the Forward Payments and (b) the
Deferred Payments.
The Forward Payments shall mean the net proceeds of the issuance of the Series 2010-1
Notes.
The SPE shall also pay to the Company any Deferred Payments. Deferred Payments shall be
payable in accordance with the provisions of the Indenture and the respective Indenture
Supplement in immediately available funds.
*SGVFS004179*
- 38 -
“Deferred Payments” shall also pertain to all amounts paid to the Company determined to be
in excess of the amount required to be deposited in the Transaction Accounts.
· The SPE shall have no right, title interest in, lien on, preference, privilege or priority
whatsoever with respect to the assets of or revenues of the Company, any obligations of the
Company arising under the Finance Documents shall constitute unsecured obligations of the
Company.
· The Company’s obligations under the Concession Agreements to the TRB and the PRA shall
not be changed as a result of entering into the Transfer Agreement or the Servicing
Agreement.
The Company also entered into the following agreements with the SPE:
1. The Servicing Agreement which sets out that the Company will continue to service,
administer and collect the toll collections on behalf of the SPE;
2. The Support Agreement which mainly provides that the Company agreed to repurchase the
Transferred Assets for the Repurchase Price of the Series 2010-1 Notes upon the occurrence
of any of the Repurchase Events; and
3. Share Pledge Agreement where CHI pledged the shares of the Company to the SPE.
On April 16, 2012, the SPE and the Company entered into a Transfer Agreement Confirmation
where both parties confirmed that (a) the receipt by the Company of the Forward Payment on the
Closing Date should be considered, including for accounting purposes, as “deposits” by the SPE
and not as “payment”, and (b) the Company, since August 27, 2010, has been and will be entitled
to payment arising from the sale of the Transferred Assets to the SPE, including for accounting
purposes, only and as when the Concession Collections are generated and realized. The foregoing
is not intended to affect the true sale of the Transferred Assets as provided by in the Transfer
Agreement.
On August 27, 2010, the SPE entered into a 12-year US$/PHP participating swap with Bank of
America, the swap counterparty, to hedge its foreign currency exposure from the Series 2010-1
Notes it issued. In 2012, hedge fees paid to the swap counterparty coming from the Transaction
Accounts amounted to US$1.4 million (P =60.9 million) and was recognized under “Other charges”
account in the statement of comprehensive income.
On May 11, 2012, the SPE pre-terminated the participating swap agreement effective
April 27, 2012. Pretermination costs paid to the swap counterparty amounted to US$15.3 million
(P
=637.7 million) which was partly financed by the Company and from the Transaction Accounts.
The Company recorded the pretermination costs as part of “Other charges” account in the
statement of comprehensive income.
*SGVFS004179*
- 39 -
debt service coverage ratio as at March 15, 2012. The Company also paid $1.8 million to those
who have not tendered the Series 2010-1 Notes. As at April 16, 2012, total principal amount paid
on the Series 2010-1 Notes was $144.9 million.
As a result of the transaction above, the Company derecognized its obligation to an SPE relating
to the tendered Series 2010-1 Notes and recorded a new obligation to an SPE for the peso-
denominated Series 2012-1 Notes. The Company recognized a loss on extinguishment of the
Series 2010-1 Notes amounting to = P324.7 million in 2012 included in “Other charges” account in
the statement of comprehensive income.
· Floating interest rate per annum equal to the higher of (i) the sum of the prevailing PDST-F
bid yield for 3-month treasury securities and 3.5% or (ii) the sum of the BSP Overnight
Reverse Repurchase Rate and 3.5%. Interest on the Series 2012-1 Notes will be payable
quarterly in arrears commencing on the June 2012 payment date.
· Principal repayments are set quarterly starting June 2012 until March 2019.
· The net proceeds from the sale of the Series 2012-1 Notes, after deducting fees and expenses
of the issuance of the Series 2012-1 Notes, will be used by the SPE to pay the Company as
part of the purchase payment for the Transferred Assets which in turn the Company will use
to fund reserve accounts herein and repurchase any and all outstanding Series 2010-1 Notes.
· Upon instruction by the Company, the SPE may redeem the Series 2012-1 Notes, in whole or
in part, at a price equal to the Series 2012-1 redemption price. Minimum amount of any
partial redemption shall be = P100.0 million and any excess shall be in integral multiples of
P
=10.0 million. The redemption shall not be subject to any premium, unless redemption is
made within April 16, 2014 to April 15, 2016, in which case a premium equal to 1% to 2% of
the redeemed principal will be payable.
· Upon the Series 2012-1 Notes being declared to be immediately due and payable as a result of
a repurchase event, the Company will be obligated to pay the SPE the repurchase price, the
proceeds of which will be used by the SPE to redeem the Series 2012-1 Notes and all other
series of notes from the Noteholders.
· The Series 2012-1 Notes shall also be subject to redemption if the Company or CHI
undergoes a change in control. The Company is then required to purchase the Series 2012-1
Notes for an amount equal to the sum of (a) the Series 2012-1 Notes redemption price on the
redemption date and (b) a premium of 1% of the Series 2012-1 Notes balance immediately
prior to the redemption date.
Interest and other finance charges on obligation to an SPE which is recorded as part of “Other
charges” account in the statement of comprehensive income amounted to P =494.5 million and
P
=691.7 million for the years ended December 31, 2013 and 2012, respectively.
*SGVFS004179*
- 40 -
The Transaction Accounts mainly consist of the O&M Account, Major Maintenance Reserve
Account, Cash Trapping Event Reserve Account, Construction Cost Account, Coverage
Reserve Account and Series Notes Debt Service Reserve Account.
If a balance remains in the Transaction Accounts after all the Series 2010-1 and Series 2012-1
Notes have been paid in full, then such balance will become immediately payable to the
Company as Deferred Payment.
b. SPE’s rights to receive the monetary payments under the Concession agreements and all other
agreements to the extent relating to the R-1 portion of the toll road.
2013 2012
Sinking fund P
=125,943,966 =107,943,966
P
Reimbursement right – retirement 10,797,505 10,122,420
Computer software 9,533,422 12,449,738
Security deposit 3,580,500 3,580,500
Input VAT 3,036,809 6,228,633
Due from BIR – 7,028,643
Other noncurrent assets 2,365,527 2,365,525
P
=155,257,729 =149,719,425
P
The sinking fund was established to finance the future major road repairs, re-pavements and other
extraordinary costs and expenses of the R-1 Expressway. Monthly fund contributions amounted
to =
P1.5 million as agreed under the O&M Agreement (see Note 8).
Input VAT pertains to VAT paid in the acquisition of goods and services as required under
Philippine taxation laws and regulations which is stated at its estimated net realizable value. In
2012, the allowance for impairment losses amounting to = P43.4 million relating to input VAT was
written off.
Reimbursement right – retirement pertains to the pre-termination values from a group pension
plan purchased by the Company for all of its regular employees. The proceeds from the pension
plan shall form part of the settlement of the Company’s retirement liability (see Note 21). The
premium contributions are payable semi-annually over 5 to 10 years at a fixed amount as
determined at the time the pension plan was purchased.
*SGVFS004179*
- 41 -
2013 2012
Cost:
Balance at beginning of year P
=16,255,274 =7,480,176
P
Additions 203,412 8,775,098
Balance at end of year 16,458,686 16,255,274
Accumulated amortization:
Balance at beginning of year 3,805,536 2,351,355
Amortization (see Note 19) 3,119,728 1,454,181
Balance at end of year 6,925,264 3,805,536
Net book value P
=9,533,422 =12,449,738
P
2013 2012
Payable to CHI P
=163,467,012 =–
P
Accrued expenses 122,645,944 84,745,576
Accounts payable 58,821,679 33,399,115
Output VAT payable 11,816,896 11,095,452
Toll collection overages 7,360,011 7,390,669
Unearned toll revenue 6,774,167 3,843,221
Accrued interest payable 5,506,944 96,767,943
Withholding tax payable 5,054,462 2,075,091
Miscellaneous 8,726,342 9,766,685
P
=390,173,457 =249,083,752
P
Payable to CHI as at December 31, 2013 relates to noninterest-bearing advances obtained by CIC
in 2012 for its debt service requirements. The amount is due and demandable.
Accruals for utilities and other recurring expenses are noninterest-bearing and are generally
payable within one month.
Accounts payable are noninterest-bearing and are normally settled within 30 days.
2013 2012
Principal - Loan Facility P
=6,100,000,000 =5,947,500,000
P
Less unamortized debt issue costs 237,815,342 170,963,332
5,862,184,658 5,776,536,668
Less current portion of long-term debt - net of
unamortized costs of P=26,514,004 in 2013 and
P
=39,826,500 in 2012 125,985,996 417,673,500
P
=5,736,198,662 =5,358,863,168
P
*SGVFS004179*
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On April 11, 2012, the Company entered into an Omnibus Agreement with CFC, Goldbow,
RCBC Capital Corporation, BDO Capital and Investments Corporation, BDO Unibank, Inc.
(BDO) and Rizal Commercial Banking Corporation (RCBC) to enter into a = P6.1 billion loan to
finance the =P6.1 billion investment in CFC’s preferred shares. CFC then used the amount to
partially finance the tender and redemption of Series 2010-1 Notes as discussed in Note 13.
The loan, which is subject to quarterly principal amortizations from July 2012 to April 2019,
bears annual floating interest equal to the higher of: (i) three-month PDST-F plus 3.5% spread and
(ii) BSP Overnight Reverse Repurchase rate plus 3.5% spread.
Under the Omnibus Agreement, the Company shall provide collateral security, which shall consist
of the mortgage on the Company’s investment in 40,000 preferred shares of CFC, pledge of the
Series 2012-1 bonds held by CFC, assignment of the revenue and debt service reserve accounts
and pledge of the 5,000 ordinary voting shares of CFC held and owned by Goldbow.
The agreement covering the loan provides, among others, that for as long as the loans remain
outstanding, the Company is subject to certain negative covenants requiring prior approval of the
creditors for specified corporate acts. In addition, the Company is required to maintain certain
financial ratios.
On December 16, 2013, the Company entered into an Amended and Restated Omnibus
Agreement with CFC, Goldbow, RCBC Capital Corporation, BDO Capital and Investments
Corporation, BDO and RCBC for a P =6.1 billion loan for the main purpose of refinancing CIC’s
existing loan and other obligations under the existing Omnibus Agreement (as discussed above).
The loan is subject to quarterly principal amortizations starting from January 13, 2014 to
December 26, 2023. Interest rate (a) during the period from December 26, 2013 to
December 26, 2018 shall be 6.5% per annum, and (b) during the period from December 26, 2018
until December 26, 2023, the rate per annum shall be the higher of (i) the 5-year PDST-F on
December 26, 2018 plus 3.0% Margin and (ii) the minimum interest rate of 6.25%.
The collateral security and covenants for the Amended and Restated Omnibus Agreement are the
same with the Omnibus Agreement as discussed above.
As at December 31, 2013 and 2012, the Company is in compliance with the loan covenants.
*SGVFS004179*
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17. Provisions
Heavy
Maintenance Others Total
At January 1, 2012 =208,377,405
P =–
P =208,377,405
P
Additions (see Notes 19 and 20) 19,261,988 5,723,047 24,985,035
At December 31, 2012 227,639,393 5,723,047 233,362,440
Additions (see Notes 19 and 20) – 37,362,140 37,362,140
At December 31, 2013 P
=227,639,393 P
=43,085,187 P
=270,724,580
As discussed in Note 4, provision for heavy maintenance pertains to the present value of the
estimated contractual obligations of the Company to restore the service concession asset to a
specified level of serviceability during the concession term and to maintain the same assets in
good condition prior to turnover of the assets to the Grantor. The amount of provision is reduced
by the actual obligations paid for heavy maintenance of the service concession asset.
Other provisions include estimated liabilities for certain reimbursements of expenses being
claimed against the Company. Other provisions also include estimated liabilities for losses on
claims by a third party. The information usually required by PAS 37 is not disclosed as it may
prejudice the Company’s negotiation with the third party.
18. Equity
Capital Stock
Details of common shares of stocks of the Company as at December 31, 2013 and 2012 follow:
Number of Shares
Authorized – =
P100 par value 13,730,000
Issued and outstanding 12,283,750
*SGVFS004179*
- 44 -
2013 2012
Amortization of service concession asset
(see Note 9) P
=109,900,721 P
=242,228,530
Operating and maintenance expenses 70,682,536 58,260,746
Other general services 65,374,233 52,140,450
MCTE expenses 35,912,980 29,258,286
Communication, light and water 23,271,132 21,953,516
Repairs and maintenance 7,791,468 16,813,626
Transportation and travel 4,091,058 4,774,553
Supplies 3,080,229 2,235,587
Provision for heavy maintenance (see Note 17) – 17,198,204
P
=320,104,357 =444,863,498
P
MCTE expenses include various payments made to different parties for minor reworks and
repairs, depreciation and amortization, and site office expenses.
Other general services include costs relating to toll collection, maintenance, security and janitorial
services.
2012
(As restated -
2013 see Note 2)
Management fee (see Note 22) P
=16,000,000 =–
P
Salaries and employee benefits (see Note 21) 11,689,206 12,600,081
Taxes and licenses 4,630,597 304,665
Depreciation and amortization (see Notes 11 and 14) 3,871,611 3,542,116
Professional fees 3,650,571 30,064,172
Directors’ fees 3,430,000 7,190,000
Advertising 1,723,211 2,027,117
Entertainment, amusement and recreation 1,601,439 2,061,258
Repairs and maintenance 1,490,900 1,125,248
Transportation and travel 1,250,895 5,753,415
Communication, light and water 484,311 968,111
Stationery and supplies 456,287 757,904
Rent 392,190 1,707,296
Insurance 98,037 376,754
Provision for impairment losses (see Note 12) – 55,319,575
Provision for credit losses (see Note 6) – 37,593
Others 21,363,519 9,619,500
P
=72,132,774 =133,454,805
P
Others include provisions, general maintenance and janitorial services, bank charges and other
dues.
*SGVFS004179*
- 45 -
The Company has an unfunded, noncontributory defined benefit retirement plan covering
substantially all of its employees. Benefits are dependent on years of service and the respective
employee’s final compensation. The costs are determined in accordance with the actuarial study
made for the plan.
Under the existing regulatory framework, Republic Act 7641 requires a 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.
The accrued retirement and retirement costs are included in the “Accrued expenses and other
current liabilities” and “General and Administrative Expense” in the statement of financial
position and statement of comprehensive income, respectively.
2013 2012
Balance at the beginning of the year P
=726,900 =114,500
P
Retirement cost changed to profit and loss
Current service cost 590,279 436,700
Interest cost 41,361 7,408
Past service cost 76,321
1,434,861 558,608
Remeasurements in OCI:
Actuarial changes arising from changes
in demographic assumptions (165,329) –
Actuarial changes arising from changes
in financial assumptions 254,482 78,800
Actuarial changes due to experience adjustments (817,424) 89,492
(728,271) 168,292
Balance at the end of the year P
=706,590 =726,900
P
The principal assumptions used to determine accrued retirement costs as at December 31, 2013
and 2012 are as follows:
*SGVFS004179*
- 46 -
The sensitivity analysis below has been determined based on reasonably possible changes of each
significant assumption on the defined benefit obligation as at reporting date, assuming if all other
assumptions were held constant:
Amount
Discount rate (Actual + 1.00%) P
=627,910
(Actual - 1.00%) 799,063
The average duration of the defined benefit obligation at the end of the reporting period is 17
years.
Parties are considered to be related if one party has the ability, directly or indirectly, to control the
other party or exercise significant influence over the other party in making financial and operating
decisions or the parties are subject to common control. Related parties may be individuals or
corporate entities.
Other than the transactions disclosed in Notes 10 and 13 with respect to the financing
arrangement under the loan agreements, the Company’s related party transactions are as follows:
Amount of Due to
Related Party Year Transaction Related Parties Terms Conditions
MPTC
Advances 2013 P
= 445,578,117 P
= 3,024,760 On demand, noninterest- Unsecured
2012 – – bearing
Metro Pacific Tollways Development
Corporation (MPTDC)
Management fees 2013 16,000,000 –
2012 – –
CHI
Advances 2013 – – On demand, noninterest-
Unsecured
2012 163,467,012 163,467,012 bearing
*SGVFS004179*
- 47 -
§ In 2013, MPTC made non-interest bearing advances to the Company for the latter’s debt
service requirements. MPTC also paid certain expenses on behalf of the Company.
§ In 2013, MPTDC performed management and financial services for the Company. The
Company and MPTDC are in the process of formalizing their management agreements as at
February 19, 2014.
Advances
In 2012, CHI made noninterest-bearing advances to the Company with an outstanding balance of
=
P163.5 million as at December 31, 2012 for the latter’s debt service requirements. As at
December 31, 2013, the amount was recorded under “Accrued expenses and other current
liabilities” account.
Income Tax
The Company is registered with the Board of Investments (BOI) to build, operate and transfer the
infrastructure project for the MCTEP on a pioneer status under the Omnibus Investments Code of
1987. Under this registration, the Company enjoys certain tax and nontax incentives including a
six-year ITH which expired in July 2004.
In 2004, the Company filed an application for the extension of the ITH by moving the reckoning
period of the entitlement for another two years due to the inability of the Company to avail the
ITH incentive for the first two years of operation (1998 to 1999). The first entitlement period of
its ITH incentive was reckoned from the start of operation which was in July 1998 until July
2004. On June 30, 2008, the BOI granted the request of the Company to move the ITH incentive
period from July 30, 1998 to July 29, 2004 to January 2005 to December 2010 but set a limit for
which the Company can avail the ITH incentives in the amount of P =283.5 million after deducting
availments from July 30, 1998 to July 29, 2004.
*SGVFS004179*
- 48 -
In addition, the BOI also granted the Company an ITH for the sale/revenue of the R-1
Expressway Extension, Segment 4 (Zapote to Kawit, Cavite) for a period of 6 years from January
2009 or actual start of commercial operation, whichever is earlier, but in no case earlier than the
date of registration (February 8, 2008). As provided under the terms of the registration, the
Company shall initially be granted a four-year ITH. The additional two-year ITH shall be granted
upon submission of completed or on-going projects in compliance with its corporate social
responsibility, which shall be submitted before the lapse of its initial four-year ITH. The
Company was not able to comply with the requirements of the BOI, thus, has not availed of the
ITH in 2013.
2012
(As restated -
2013 see Note 2)
Deferred (P
=134,122,111) (P
=103,480,144)
Current 11,299,596 8,388,271
Final 2,815,562 3,512,977
(P
=120,006,953) (P
=91,578,896)
Final taxes include taxes on interest income from cash and cash equivalents.
2012
(As restated -
2013 see Note 2)
Deferred tax assets on:
NOLCO P
=201,089,026 =–
P
Provision for heavy maintenance 67,672,683 67,672,683
MCIT 19,687,867 13,715,902
Allowance for impairment losses 16,595,872 16,595,872
Unrealized forex loss 13,989,154 –
Accrued interest expense 4,800,000 42,154,846
Unearned toll revenue 2,032,250 1,152,967
Accrued retirement cost 211,977 218,071
Allowance for credit losses 11,278 11,278
326,090,107 141,521,619
Deferred tax liabilities on:
Difference in amortization method of
concession asset 80,485,190 40,633,996
Capitalized bond transaction costs 77,772,378 61,400,643
Unrealized foreign exchange gain (55,921) 5,833,267
158,201,647 107,867,906
Deferred tax assets - net P
=167,888,460 =33,653,713
P
The regulations also provide for MCIT of 2.0% on modified gross income and allow a NOLCO.
The Company did not recognize deferred tax asset on NOLCO as at December 31, 2012.
*SGVFS004179*
- 49 -
As at December 31, 2013, the Company has MCIT that can be applied as tax credit against future
RCIT due and NOLCO that can be claimed as deduction from future taxable income as follows:
2013 2012
Balance at beginning of year P
=13,715,902 =5,327,631
P
Additions 11,299,596 8,388,271
Expirations (5,327,631) –
Balance at end of year P
=19,687,867 =13,715,902
P
2013 2012
Balance at beginning of year P
=675,139,083 =154,338,085
P
Additions – 520,800,998
Application (4,842,330) –
P
=670,296,753 =675,139,083
P
A reconciliation of the statutory income tax to the provision for (benefit from) income tax
follows:
2012
(As restated -
2013 see Note 2)
Statutory income tax P
=29,201,134 (P
=378,194,228)
Tax effects of:
Net movement in unrecognized DTA (202,541,725) 156,240,308
Net taxable loss under ITH – 124,880,015
MCIT 11,299,596 (8,388,271)
Interest income subjected to final tax (1,476,260) (1,763,344)
Expired MCIT (5,327,631) –
Nondeductible expenses and others 48,837,933 15,646,624
(P
=120,006,953) (P
=91,578,896)
The following summarizes the significant non-cash movements that relate to the analysis of cash
flow statements:
2013 2012
Settlement of obligation relating to Series 2010-1
Notes through exchange of obligation relating to
Series 2012-1 Notes (see Note 13) =– (P
P =5,507,482,037)
*SGVFS004179*
- 50 -
In relation to the Convertible Note Agreement executed by and between Metro Pacific Tollways
Corporation (MPTC) and CHI, MPTC, CHI and the Company executed an MLA on December
27, 2012 for the management of the Company by MPTC. The management of the Company by
MPTC will commence on January 2, 2013 and until the issuance of the new common shares of the
Company in favor of MPTC as a result of the conversion into or exchange of the CHI Preferred
Shares for the said new common shares of the Company (“Management Period”).
The Company shall pay all the direct expenses incurred by MPTC and its representatives in the
performance of management functions and activities at the Company. In addition, MPTC shall
receive all the financial benefits from the Company’s operations. However, all losses incurred by
the Company shall also be borne by MPTC.
By virtue of the MLA, MPTC acquired control over the Company effective January 2, 2013.
The Company’s principal financial instruments comprise cash and cash equivalents, receivables
and long-term debt. Other financial assets and liabilities of the Company, which arise directly
from its operations, comprise of other current assets, accrued expenses and other current
liabilities. The Company also holds AFS investments.
The risks arising from the Company’s financial instruments are market risk, credit risk and
liquidity risk. The Company’s overall risk management program focuses on the unpredictability
of financial markets and seeks to minimize potential adverse effects on the Company’s financial
performance.
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. Exposure to credit risk is managed through a credit review
where an analysis of the ability of the obligors to meet capital repayment obligations is
considered.
The maximum exposure to credit risks for the financial assets of the Company approximates their
carrying values as at December 31, 2013 and 2012.
Cash and cash equivalents are placed with reputable local banks which meet the standards of the
Company’s BOD. Receivables pertain to receivable from customers and related parties which
have more than adequate capitalization, have strong cash flows and have access to substantial
funds. Thus, these financial assets are assessed to be high grade.
As at December 31, 2013 and 2012, except for other receivables amounting to =
P37,593, all of the
Company’s financial assets are neither past due nor individually impaired.
Liquidity Risk
Liquidity risk arises from the possibility that the Company may encounter difficulties in raising
funds to meet or settle its obligations as they become due.
*SGVFS004179*
- 51 -
A key component of liquidity management is the diversification of various funding sources that
will provide continuous availability of funding requirements. The main sources of the Company’s
funding are receivables, advances from related parties, long-term debt and additional capital from
stockholders.
The table below summarizes the maturity profile of the Company’s financial assets and financial
liabilities as at December 31, 2013 and 2012 based on undiscounted payments.
2013
Less than
On Demand 3 months 3-12 months 1-2 years Over 2 years Total
Financial Assets
Cash and cash equivalents = 686,529,483
P = 101,860,601
P =–
P =–
P =–
P = 788,390,084
P
Receivables:
Receivable from an SPE – 155,785,232 – – – 155,785,232
Dividend receivable 6,216,104 – – – – 6,216,104
Other receivable 4,238,434 – – – – 4,238,434
Investment in preferred shares – – – – 5,337,500,000 5,337,500,000
= 696,984,021
P = 257,645,833
P =–
P =– =
P P5,337,500,000 = 6,292,129,854
P
Financial Liabilities
Accrued expenses and other
current liabilities:
Payable to CHI = 163,467,012
P =–
P =–
P =–
P =–
P = 163,467,012
P
Accrued expenses 122,645,944 122,645,944
Accrued interest payable 5,506,944 – – – – 5,506,944
Accounts payable 58,821,679 – – – – 58,821,679
Toll collection overages 7,360,011 – – – – 7,360,011
Miscellaneous 8,726,342 – – – – 8,726,342
Due to related parties 3,024,760 – – – – 3,024,760
Retention sum and contractors
payable 90,736,589 – – – – 90,736,589
Long-term debt* – 57,950,000 411,281,910 540,684,514 8,025,833,595 9,035,750,019
Obligation to an SPE* – 268,982,447 565,339,328 910,600,370 5,401,734,490 7,146,656,635
= 460,289,281
P = 326,932,447
P = 976,621,238 P
P = 1,451,284,884 P
= 13,427,568,085 P
= 16,642,695,935
* Includes principal and interest repayment.
2012
Less than
On Demand 3 months 3-12 months 1-2 years Over 2 years Total
Financial Assets
Cash and cash equivalents P
=557,154,032 P
=30,000,000 =
P– =
P– =
P– P
=587,154,032
Receivables:
Receivable from an SPE – 158,777,100 – – – 158,777,100
Dividend receivable 22,282,181 – – – – 22,282,181
Other receivable 2,884,709 – – – – 2,884,709
Investment in preferred shares – – – – 5,871,250,000 5,871,250,000
P
=582,320,922 P
=188,777,100 =
P– P
=– P=5,871,250,000 P
=6,642,348,022
Financial Liabilities
Accrued expenses and other
current liabilities:
Accrued expenses P
=84,745,576 =
P– =
P– =
P– =
P– P
=84,745,576
Accrued interest payable 96,767,943 – – – – 96,767,943
Accounts payable 33,399,115 – – – – 33,399,115
Toll collection overages 7,390,669 – – – – 7,390,669
Miscellaneous 9,766,686 – – – – 9,766,686
Due to related parties 163,467,012 – – – – 163,467,012
Retention sum and contractors
payable 157,579,754 – – – – 157,579,754
Long-term debt* – 182,644,167 687,474,236 983,387,778 5,773,512,326 7,627,018,507
Obligation to an SPE* – 205,429,049 827,863,130 1,072,788,070 6,389,251,943 8,495,332,192
P
=553,116,755 P
=388,073,216 P=1,515,337,366 P
=2,056,175,848 P=12,162,764,269 P
=16,675,467,454
* Includes principal and interest repayment.
Market Risk
Market risk is the possibility of loss to future earnings, fair values or future cash flows that may
result from changes in the price of financial instrument. The value of a financial instrument may
change as a result of changes in interest rates, foreign currency exchange rates, equity prices and
other market factors.
*SGVFS004179*
- 52 -
The following table summarizes the Company’s exposure to foreign exchange risk.
2013 2012
Cash in banks $11,348 $30,952
Receivable from an SPE 4,873 4,768
Obligation to an SPE (13,602,684) (13,958,123)
Foreign currency exposure ($13,586,463) ($13,922,403)
The closing rate used by the Company in translating foreign accounts in 2013 and 2012 is =
P44.40
and =
P41.05, respectively.
The following table set forth, the impact of changes in exchange rates on the Company’s income
before tax as at December 31, 2013 and 2012:
The Company’s policy is to minimize economic and material transactional exposures arising from
currency movements against the peso.
There is no other effect to equity other than the effect of a reasonably possible change in the spot
rates on currencies to income before tax.
The Company constantly monitors fluctuations of interest rates in order to manage interest rate
risk.
The following tables set out the principal amount, by maturity, of the Company’s interest-bearing
financial assets and financial liabilities:
December 31, 2013
Less than
Interest Rates On Demand 3 months 3-12 months 1-2 years Over 2 years Total
Fixed-Rate Financial
Assets
Cash and cash
equivalents* 0.2%–4.6% P
= 685,999,483 P
= 101,860,601 =
P– =
P– =
P– P
= 787,860,084
Receivable from an
SPE 0.3% – 155,785,232 – – – 155,785,232
P
= 685,999,483 P
= 257,645,833 =
P– =
P– =
P– P
= 943,645,316
Fixed-Rate Loan
Series 2010-1 Notes 12.0% =
P– P
= 7,987,763 P
= 25,054,507 P
=48,684,596 P
= 566,842,049 P
= 648,568,915
Local loan 6.5% – 38,125,000 114,375,000 152,500,000 5,795,000,000 6,100,000,000
– 46,112,763 139,429,507 201,184,596 6,361,842,049 6,748,568,915
Floating-Rate Loan
Series 2012-1 Notes PDST-F + 3.5% – 152,500,000 457,500,000 838,750,000 3,888,750,000 5,337,500,000
=
P– P
= 198,612,763 P
= 596,929,507 P
= 1,039,934,596 P
= 10,250,592,049 P
= 12,086,068,915
*SGVFS004179*
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The following table demonstrates the sensitivity of income to changes in interest rates with all
other variables held constant. The management expects that interest rates will move by ±50 basis
points within the next reporting period. There is no other impact on the Company’s equity other
than those affecting the statement of comprehensive income:
Effect on Income
Increase/Decrease in Basis Points Before Income Tax
2013 +50 (P
=26,687,500)
-50 26,687,500
Capital Management
The Company considers its equity amounting to P=1,556.3 million and =
P1,338.4 million as at
December 31, 2013 and 2012, respectively, as its capital.
The Company manages its capital structure and makes adjustments to it in light of changes in
economic conditions, the risk characteristics of its activities and assessments of prospective
business requirements or directions. No changes were made in the objectives, policies and
processes from the previous years.
Under the Support Agreement with the SPE and the Bank of New York Mellon as discussed in
Note 13, the Company shall not pay any dividends or make any other distribution in respect of its
share capital so long as:
i. An Early Amortization Event, a Cash Trapping Event or Repurchase Event (or any event that
would be an Early Amortization Event, a Cash Trapping Event, or Repurchase Event with the
expiration of any applicable grace period, the delivery of notice or both) exists;
ii. Any Transaction Account is not fully funded;
iii. Construction of the R-1 portion of the MCTEP is not complete; or
iv. The Principal Series 2010-1 Notes has not commenced to amortize.
*SGVFS004179*
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The Company has not paid any dividends in 2013 and 2012. Other than the restriction in
dividends, the Company is not subject to other externally imposed capital requirements.
The following table sets forth the carrying values and fair values of the Company’s financial
assets and financial liabilities:
2013 2012
Carrying Value Fair Value Carrying Value Fair Value
Financial Liabilities
Obligation to an SPE P
=5,941,391,162 P
=6,031,871,856 P
=6,444,230,946 =
P6,565,452,768
Long-term debt 5,862,184,658 6,120,807,682 5,776,536,668 5,776,536,668
P
=11,803,575,820 P
=12,152,679,538 P
=12,220,767,614 P
=12,341,989,436
The management assessed that cash and cash equivalents, receivables, accrued expenses, and
other current liabilities, dividends payable, and due to related parties approximates their carrying
amounts largely due to the short-term maturities of these instruments.
The methods and assumptions used by the Company in estimating the fair value of the financial
instruments are:
Long-term Debt
The estimated fair value of the local loan is based on the discounted value of future cash flows
using the prevailing peso interest rates. In 2013, the prevailing peso interest rates ranged from
3.4% to 6.8%. In 2012, the fair value of this borrowing approximates its carrying amount due to
quarterly repricing of interest.
As at December 31, 2013 and 2012, the Company has no financial assets and liabilities carried at
fair value.
December 31,
2013 Level 1 Level 2 Level 3
Liabilities for which fair values are
disclosed:
Obligation to an SPE P
=6,031,871,856 P
=– P=6,031,871,856 P
=–
Long-term debt 6,120,807,682 – 6,120,807,682 –
P
=12,152,679,538 P
=– P
=12,152,679,538 P
=–
*SGVFS004179*
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December 31,
2012 Level 1 Level 2 Level 3
Liabilities for which fair values are
disclosed:
Obligation to an SPE P6,565,452,768
= P– P
= =6,565,452,768 P–
=
Long-term debt 5,776,536,668 – 5,776,536,668 –
=12,341,989,436
P =– =
P P12,341,989,436 =–
P
During the years ended December 31, 2013 and 2012, there were no transfers between Level 1
and Level 2 fair value measurements and no transfers into and out of Level 3 fair value
measurements.
The Company reported and/or paid the following types of taxes for the year ended
December 31, 2013:
a. Net Sales/Receipts and Output VAT declared in the Company’s VAT returns for 2013
Net Sales/
Receipts Output VAT
Sales of Services
Vatable sales =1,065,695,077
P =127,883,409
P
Non-Vatable sales – –
=1,065,695,077
P =127,883,409
P
The Company’s output VAT arises from revenues lodged under several sources.
Sales from services are represented primarily of collections received from toll collections
which amounted to = P1,052.2 million. The remaining = P13.5 million is attributable to other
income, unearned revenues and any other taxable revenue items.
b. Input VAT
*SGVFS004179*
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Withholding Taxes
Balance as at
Remittance December 31,
During the Year 2013
Expanded withholding taxes =19,106,414
P =4,838,782
P
Withholding taxes on compensation and benefits 1,771,095 215,680
=20,877,509
P =5,054,462
P
Tax Assessments
As at December 31, 2013, the Company has no outstanding nor has not received any final
assessment notices from the BIR.
*SGVFS004179*