Академический Документы
Профессиональный Документы
Культура Документы
`-
C S 2 0 0 7 0 5 6 0 7
SEC Registration Number
S S I
G R O U P ,
I N C .
A N D
S U B S I D I A R I E S
6 / F
M i d l a n d
S e n a t o r
B u e n d i a
G i l
P u y a t
B u i l d i n g
A v e n u e ,
4 0 3
M a k a t i
C i t y
890-8034
(Contact Person)
1 2
3 1
Month
Day
1 7 - Q
June 15
(Form Type)
Month
(Calendar Year)
Day
(Annual Meeting)
Not Applicable
(Secondary License Type, If Applicable)
CFD
Not Applicable
36
Total No. of Stockholders as of
30 June 2016
P
= 8,914
million
Not
Applicable
Domestic
Foreign
File Number
LCU
Document ID
Cashier
STAMPS
Remarks: Please use BLACK ink for scanning purposes.
(632) 890-8034
(Telephone Number)
No [ ]
If yes, state the name of such stock exchange and the classes of securities listed therein:
Philippine Stock Exchange
Common Shares
3,312,864,430
No [ ]
(b) has been subject to such filing requirements for the past ninety (90) days
Yes [ ]
No [ ]
Item 2.
RESULTS OF OPERATIONS
For the six months ended June 30, 2016 and 2015
Key Performance Indicators
2016
2015
8,581
4,301
241
143,022
0.4%
7,907
4,376
586
142,516
1EBITDA
2016
2015
8,581
1,752
1,209
3,043
1,325
1,252
4,301
50.1%
1,357
15.8%
(208)
241
2.8%
318
3.7%
8,914
8,001
7,907
1,581
1,128
2,949
1,199
1,049
4,376
55.3%
1,698
21.5%
(225)
586
7.4%
692
8.8%
7,462
6,031
737
143,022
0.4%
771
142,516
103
12,030
-10.5%
104
13,439
Net Sales
For the six months ended June 30, 2016, SSI Group, Inc. (the Company or the Group) generated net
sales of 8.6 billion, an increase of 8.5% as compared to the year ago period. For the second quarter of
2016 alone, the Group generated net sales of 4.3 billion, a year-on-year increase of 10.2%. The
increase in net sales was driven by improvements in same store sales growth during the first half of the
year and the contribution of new stores opened subsequent to June 30, 2015. Given its diversified brand
portfolio and its strategically located store network, the Group continues to benefit from increasing
consumer demand and interest in specialty brands.
As of June 30, 2016, the Groups store network consisted of 737 stores covering 143,022 square meters.
This represents an increase of just 0.4% as compared to the number of square meters in the Groups
store network at the end of June 2015. During the first half of the year, and in line with the Groups
store rationalization program, the Group opened 26 new stores covering 2,863 square meters while at
the same time closing 81 stores covering 6,987 square meters.
As of end June 30, 2016, the Groups brand portfolio was composed of 117 brands, with no brands
added or removed during 2Q 2016.
The following table sets out the Groups number of stores and gross selling space for the periods ended
June 30, 2016 and 2015 and for the year ended December 31, 2015.
Store Network
June 30
December 31
2016
2015
2015
Number of Stores
Luxury & Bridge
Casual
Fast Fashion
Footwear, Accessories & Luggage
Others
737
167
111
82
218
159
771
161
135
96
228
151
792
165
138
97
234
158
143,022
17,858
17,436
58,888
25,274
23,566
142,516
16,934
18,833
59,295
24,594
22,860
147,145
17,544
19,129
60,941
26,209
23,322
Gross Profit
For the period ended June 30, 2016, the Group generated gross profit of 4.3 billion, a decrease of 1.7%
as compared to the year ago period. Gross profit margin year to date June 30, 2016 was at 50.1% as
compared to 55.3% during the year ago period. The decrease in gross profit margin reflects increased
discounting and promotional activities as the Group continues to operate within a more competitive
environment as compared to the year ago period. Gross profit margin during 2Q 2016 was at 49.8%,
reflecting an early start to the end of season sale period during the second quarter of the year.
Operating Expenses
For the period ended June 30, 2016, the Groups operating expenses amounted to 3.7 billion, an
increase of 12.8% as compared to the year ago period. Operating expenses as a percentage of revenue
were at 42.9% as compared to 41.3% during the year ago period.
Selling and distribution expenses increased 12.2% to 3.2 billion. Increases in selling and distribution
expenses were driven by depreciation expense, which increased 25.5% to 648.2 million, as a result of
new stores opened by the Group in 2014 and 2015, increases in rental expense, which grew 14.2% to
982.5 million and increases in personnel expense which increased 13.0% to 563.5 million. Despite
increases in the aforementioned items, for the period ended June 30, 2016, selling and distribution
expense was at 36.5% of revenue, comparing favorably to 37.3% as of end- December 2015.
General and administrative expenses increased to 550.3 million, an increase of 15.8% as compared to
the year ago period. Increases in general and administrative expenses were driven by increases in
depreciation expense, which grew 26.9% to 69.5 million, as well as increases in rental expense, which
grew 26.6% to 76.2 million. These expenses increased in line with the expansion of head office spaces.
Personnel expense also increased by 13.8%, as the Group filled in head office positions.
As a result of the foregoing, operating income for the period was at 622.8 million as compared to 1.1
billion during the first half of 2015.
Other Income (Charges)
For the six months ended June 30, 2016, the Group incurred other charges of 208.0 million, a decrease
of 7.5% as compared to the year ago period. The decrease in other charges is attributable primarily to a
decrease in share in net losses of joint ventures. The Groups share in the losses of the FamilyMart and
Wellworth joint ventures, and in the net income of Landmark Management Services, Ltd. was at 77.4
million as compared to 106.2 million during the year ago period. This reflects a reduction in the
operating losses booked for the Wellworth business, following the divestment of the department stores
assets in March 2016.
The Group booked rental income of 27.4 million during the period as compared to 12.9 million in
2015. Rental income relates to the leasing out of certain store spaces at Central Square, the sub-lease of
store spaces at NAIA Terminal 3, as well as income derived from parking spaces at Central Square.
The Group also booked net foreign exchange losses of 15.2 million during the period. Foreign
exchange gains and losses reflect the difference between foreign exchange rates at the time merchandise
is invoiced and at the time that payment is actually made.
In relation to the Groups store rationalization program, the Group booked losses on disposals of
property and equipment of 33.5 million. These reflect write-offs of partially depreciated leasehold
improvements of stores closed during the period.
Provision for Income Tax
For the six months ended June 30, 2016, provision for income tax was 174.1 million. The Groups
effective tax rate was 42.0% as a result of non-tax deductible expenses such as the Groups share in the
net losses of the FamilyMart and Wellworth joint ventures.
Net Income
As a result of the foregoing, net income during the first half of 2016 was at 240.8 million as compared
to 585.7 million during the first half of 2015.
Excluding write-offs related to the Groups store rationalization program, net income for the period was
264.2 million.
EBITDA
EBITDA during the first half of 2016 was 1.4 billion as compared to 1.7 billion in 2015.
FINANCIAL CONDITION
As of June 30, 2016, the Group had consolidated assets of 20.8 billion, an increase of 0.7% as compared
to December 31, 2015.
Current Assets
Cash
As of June 30, 2016, cash was at 913.1 million as compared to 1.3 billion as of December 31, 2015.
The decrease in cash balance reflects the use of cash to fund inventory purchases.
Merchandise Inventory
Merchandise inventory as of June 30, 2016 was at 10.2 billion as compared to 9.7 billion at the end
of 2015. Increases in inventory levels reflect arrivals of spring and summer merchandise during the
period.
Prepayments and other Current Assets
As of June 30, 2016, prepayments and other current assets were at 1.8 billion as compared to 1.4
billion at the end of 2015. The increase was due primarily to an increase in advances to suppliers for
merchandise to 568.7 million from 436.0 million, increases in prepaid tax to 100.8 million from
23.2 million, and increases in prepayments-others to 140.2 million from 83.4 million, representing
advances to foreign suppliers for non-merchandise purchases.
Non-Current Assets
Investment in an Associate
As of June 30, 2016 investments in an associate were at 68.2 million as compared to 54.9 million at
the end of 2015. The increase reflects the Groups share in the net income of Samsonite Philippines
during the period.
Interests in Joint Ventures
As of June 30, 2016, interest in joint ventures were at 1.04 billion, as compared to 1.05 billion at the
end of 2015. During the period, the Group increased its investment in SIAL CVS Retailers, Inc. (SCRI)
by 91.0 million and booked its share of SCRI losses of 47.5 million. The Group also booked its share
in the operating losses of SIAL Specialty Retailers, Inc. (SSRI) of 33.3 million, as well as the return
of its investment in SSRI amounting to 30.0 million, representing the first tranche of payments received
from the sale of SSRIs department store assets. The Group also booked its share of the net income of
Landmark Management Services, Ltd. of 3.5 million.
Property and Equipment
As of June 30, 2016, property and equipment was at 4.8 billion as compared to 5.2 billion at the end
of 2015, reflecting the lower number of new stores opened during the period, the Groups store
rationalization program and additional depreciation expense on existing property and equipment during
the period.
Current Liabilities
As of June 30, 2016, the Group had consolidated current liabilities of 8.2 billion, as compared to 8.1
billion at the end of 2015.
Trade and Other Payables
As of June 30, 2016, trade and other payables were at 1.4 billion as compared to 2.4 billion at the end
of 2015. The decrease was due primarily to a decrease in non-trade payables to 267.2 million related
to payables to contractors and suppliers of services and a decrease in trade payables to 822.9 million,
reflecting the terms of merchandise deliveries during the period. Accrued expenses also declined to
160.1 million reflecting payments of expenses during 1H 2016.
Short-term Loans Payable
As of June 30, 2016, short term loans payable were at 6.2 billion, as compared to 5.1 billion at the
end of 2015. Additional short-term loans were used to fund inventory purchases.
Equity
As of June 30, 2016, total equity was at 10.0 billion as compared to 9.7 billion at the end of 2015.
The increase in total equity is due to an increase in retained earnings, reflecting income generated during
the first half of 2016.
Other Disclosures
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
There are no known trends, events or uncertainties that will result in the Companys
liquidity increasing or decreasing in a material way.
There were no events that will trigger direct or contingent financial obligations that are
material to the Company, including and default or acceleration of an obligation.
Likewise there were no material off-balance sheet transactions, arrangements, obligations
(including contingent obligations), and other relationships of the Company with
unconsolidated entities or other persons created during the reporting period.
There are no material commitments for capital expenditures aside from those performed in
the ordinary course of business.
There are no known trends, events or uncertainties that have had or that are reasonably
expected to have a material favorable or unfavorable impact on the Groups revenues from
continuing operations.
There were no significant elements of income or loss that did not arise from continuing
operations.
The Group experiences the fourth quarter of the year as the peak season relating to increased
sales resulting from the Christmas and New Year holidays.
8
SIGNATURES
Pursuant to the requirements of the Securities Regulation Code, the issuer has duly caused this Report
to be signed on its behalf by the undersigned thereunto duly authorized.
By:
ROSSELLINA J. ESCOTO
Authorized Signatory
Vice President - Finance
August 9, 2016
10
0-
June 30,
2016
(Unaudited)
ASSETS
Current Assets
Cash (Note 4)
Trade and other receivables (Note 5)
Merchandise inventory (Note 6)
Amounts owed by related parties (Note 20)
Prepayments and other current assets (Note 7)
Total Current Assets
Noncurrent Assets
Investment in an associate (Note 8)
Interests in joint ventures (Note 9)
Property and equipment (Note 10)
Deferred tax assets - net
Security deposits and construction bonds (Note 24)
Other noncurrent assets (Note 11)
Total Noncurrent Assets
TOTAL ASSETS
LIABILITIES AND EQUITY
Current Liabilities
Trade and other payables (Note 12)
Short-term loans payable (Note 13)
Current portion of long-term debt (Note 14)
Amounts owed to related parties (Note 20)
Deferred revenue
Income tax payable
Total Current Liabilities
Noncurrent Liabilities
Long-term debt - net of current portion (Note 14)
Retirement benefit obligation
Tenant deposits (Note 24)
Total Noncurrent Liabilities
Equity
Capital stock - P
=1 par value
Additional paid-in capital
Stock grant
Retained earnings
Appropriated
Unappropriated
Cumulative translation adjustment
Other comprehensive loss
Total Equity
TOTAL LIABILITIES AND EQUITY
See accompanying Notes to Unaudited Interim Condensed Consolidated Financial Statements.
December 31,
2015
(Audited)
P1,304,962,341
P
=913,113,575 =
594,632,831
585,549,101
10,193,275,688 9,679,995,388
31,172,792
23,012,866
1,778,308,657 1,351,636,657
13,493,259,887 12,962,400,009
54,913,723
68,204,684
1,038,105,703 1,054,465,557
4,805,183,487 5,208,538,864
247,626,299
252,581,504
1,010,254,993 1,003,310,781
96,509,536
106,759,299
7,281,089,670 7,665,364,760
=20,627,764,769
P
=20,774,349,557 P
P2,375,171,265
P
=1,415,592,892 =
6,195,000,000 5,125,000,000
467,607,681
467,607,681
504,095
251,988
21,103,013
21,797,555
151,380,797
99,231,258
8,199,481,374 8,140,766,851
2,251,633,729
341,170,366
24,430,458
2,617,234,553
2,418,300,395
330,562,832
21,267,898
2,770,131,125
3,312,864,430
2,519,309,713
33,640,983
3,312,864,430
2,519,309,713
33,640,983
925,000,000
925,000,000
3,253,606,366 3,012,834,660
(2,457,254)
(2,462,123)
(84,325,739)
(84,325,739)
9,957,633,630 9,716,866,793
=20,627,764,769
P
=20,774,349,557 P
P3,872,352,990 P
P7,906,747,150
P
=4,266,873,873 =
= 8,581,513,412 =
2,143,377,750 1,736,333,852 4,280,397,258 3,531,229,670
2,123,496,123 2,136,019,138 4,301,116,154 4,375,517,480
1,528,211,647
292,506,904
1,820,718,551
1,287,918,951
248,047,074
1,535,966,025
3,127,975,539
550,314,089
3,678,289,628
2,786,865,860
475,061,267
3,261,927,127
10,708,119
6,206,028
786,652
732,802
(64,106,247)
(19,413,196)
5,819,911
8,764,754
630,384
616,664
(67,835,970)
(56,495,016)
27,442,191
13,290,961
1,455,153
1,330,998
(146,367,809)
(77,359,854)
12,941,740
16,332,373
1,224,545
1,816,979
(141,672,748)
(106,186,654)
(30,293,671)
(12,167,888)
12,189,659
(95,357,742)
(6,141,764)
(14,785,750)
8,248,462
(121,178,325)
(33,498,465)
(15,247,932)
21,001,599
(207,953,158)
(11,350,671)
185,899
1,791,471
(224,917,066)
207,419,830
478,874,788
414,873,368
888,673,287
83,854,648
4,379,990
88,234,638
171,965,905
(11,790,383)
160,175,522
179,519,888
(5,418,226)
174,101,662
309,020,766
(6,074,157)
302,946,609
119,185,192
318,699,266
240,771,706
585,726,678
(125,118)
P
=119,060,074
(1,824,421)
=316,874,845
P
(4,869)
P
= 240,766,837
(7,142,992)
=578,583,686
P
P
=0.04
=0.11
P
P
=0.07
=0.20
P
Capital Stock
=3,312,864,430
P
P
=3,312,864,430
Additional
Paid-in Capital
=4,056,457,439
P
P
=4,056,457,439
=3,312,864,430
P
P
=3,312,864,430
=2,519,309,713
P
P
=2,519,309,713
Stock Grants
=4,205,123
P
12,615,367
P
=16,820,490
=33,640,983
P
P
=33,640,983
For the Six-Month Periods Ended June 30, 2016 and 2015
Cumulative
Other
Retained Earnings
Translation Comprehensive
Equity
Reserve Appropriated Unappropriated
Adjustment
Income
(P
=1,537,147,726) P
=510,000,000 P
=2,617,168,339
=4,516,079 (P
P
=96,203,691)
585,726,678
(7,142,992)
585,726,678
(7,142,992)
(P
=1,537,147,726) P
=510,000,000 P
=3,202,895,017
(P
=2,626,913) (P
=96,203,691)
=
P
P
=
=925,000,000 =
P
P3,012,834,660
240,771,706
240,771,706
P
=925,000,000 P
=3,253,606,366
(P
=2,457,254) (P
=84,325,739)
(4,869)
(4,869)
(P
=2,462,123) (P
=84,325,739)
Total
=8,871,859,993
P
585,726,678
(7,142,992)
578,583,686
12,615,367
P
=9,463,059,046
=9,716,866,793
P
240,771,706
(4,869)
240,766,837
P
=9,957,633,630
P
= 414,873,368
=888,673,287
P
734,361,647
146,367,809
77,359,854
33,498,465
3,894,350
(13,290,961)
(1,455,153)
(1,330,998)
1,394,278,381
584,233,698
141,672,748
106,186,654
11,350,671
4,690,329
(16,332,373)
(1,224,545)
(1,816,979)
12,615,367
1,730,048,857
9,083,731
(513,280,300)
8,159,926
(426,735,112)
169,514,946
(1,224,026,115)
(224,855)
(719,896,180)
(959,578,374)
694,542
(252,107)
10,607,534
3,162,560
(473,859,219)
1,330,998
(231,669,427)
(704,197,648)
(1,117,747,509)
(142,452)
216,354
12,495,576
(1,149,761,378)
1,816,979
(330,026,140)
(1,477,970,539)
(362,983,440)
(91,000,000)
30,000,000
(922,793,481)
(428,000,000)
(5,425,947)
(11,771,058)
(441,180,445)
(79,894,884)
(79,612,069)
(1,510,300,434)
2,805,000,000
4,618,500,000
(1,735,000,000)
(166,666,666)
(146,367,809)
756,965,525
(2,410,135,490)
(163,221,620)
(141,672,748)
1,903,470,142
(388,412,568)
(1,084,800,831)
(3,436,198)
(11,833,323)
1,304,962,341
2,527,828,209
P
= 913,113,575
=1,431,194,055
P
1. Corporate Information
SSI Group, Inc. was registered with the Philippine Securities and Exchange Commission (SEC) on
April 16, 2007 as Casual Clothing Specialists, Inc. (the Company). Its primary purpose was to
carry on a general mercantile and commercial business of importing, buying, acquiring, holding,
selling or otherwise disposing of and dealing in any goods, wares, merchandise and commodities
of all kinds, and products, natural or artificial, of the Philippines or other countries, which are or
may become articles of commerce, without, however, engaging in the manufacture of foods,
drugs, and cosmetics. The Company was formerly one of the subsidiaries of Stores Specialists,
Inc. (SSI).
Corporate Restructuring
The Tantoco Family undertook a restructuring of its ownership over SSI and subsidiaries
(collectively referred to as the Group) in order to convert the Company into the new holding
company of the Group. The Company is principally owned and controlled by the Tantoco Family
members, directly or through their respective holding companies. The Groups former holding
company, SSI, was converted into a wholly-owned operating subsidiary of the Company.
SSI remains as primary franchisee under the Groups brand agreements and also acts as the
principal shareholder of all of the operating subsidiaries.
Prior to the restructuring activities undertaken, the Company was owned 100% by SSI and its
nominees. On April 3, 2014, the Philippine SEC approved the increase in authorized capital stock
of the Company from P
=200.00 million divided into 2,000,000 shares with par value of P
=100.00 per
share, to P
=3.00 billion divided into 30,000,000 shares with par value of P
=100.00 per share. Of the
increased authorized capital stock of the Company, SSI subscribed to 7,000,000 shares for a
consideration of P
=700.00 million, of which P
=175.00 million was paid and P
=525.00 million
remained outstanding as subscription receivables. On April 9, 2014, all of the shares held by SSI
in the Company were sold to the Tantoco Family via a deed of sale and a deed of assignment of
subscription rights. As a result of the share sale, the Company ceased to be a subsidiary of SSI. In
turn, on April 14, 2014, the Company purchased all of the shares held by the Tantoco Family in
SSI for a total consideration of P
=2.20 billion. This transaction resulted in SSI becoming a whollyowned subsidiary of the Company.
Using the proceeds of the sale of its shares in SSI to the Company, the Tantoco Family settled the
outstanding P
=525.00 million subscription payable on the 7,000,000 shares in the Company
previously subscribed by SSI and now owned by the Tantoco Family. On April 10, 2014, the
Tantoco Family further subscribed to an additional unissued 12,171,629 shares in the Company,
which amounted to P
=1.20 billion. In addition, on April 15, 2014, the Tantoco Family made a
deposit for future subscription to the 5,000,000 shares in the Company for a consideration of
=500.0 million.
P
The above corporate restructuring resulted in the Company being wholly owned by members of
the Tantoco Family, which in turn gives the Tantoco Family ownership and control of the Group.
As of April 2014, the above restructuring was deemed legally complete.
-2-
On January 10, 2014, Casual Clothing Retailers, Inc. was incorporated for the purpose of
continuing the businesses of the Company, including operation of the brands under the Groups
arrangements with GAP Inc.
On June 18, 2014, certain resolutions were approved by the Board and shareholders of the
Company, including, among others: (1) change in its corporate name from Casual Clothing
Specialists, Inc. to SSI Group, Inc.; (2) change in its primary purpose as a retail company to
that of a holding company; (3) increase in its authorized capital stock from P
=3.0 billion to
=5.0 billion; (4) reduction of par value of its shares from P
P
=100.00 per share to P
=1.00 per share; and
(5) increase in the number of members of its board of directors from five to nine. These changes,
including the appropriate amendments to its articles of incorporation, were submitted to the
Philippine SEC on July 30, 2014 and were subsequently approved on August 29, 2014. Upon
approval, the Company has an authorized capital stock of P
=5,000,000,000 divided into
5,000,000,000 shares with a par value of P
=1 per share.
On November 7, 2014, SSI Group, Inc. completed its initial public offering of 695,701,530
common shares with the Philippine Stock Exchange (PSE).
The registered office and principal place of business of the Company is 6/F Midland Buendia
Building, 403 Senator Gil Puyat Avenue, Makati City.
The interim condensed consolidated financial statements were reviewed and recommended for
approval by the Audit Committee to the Board of Directors (BOD) on August 9, 2016. The same
interim condensed consolidated financial statements were approved and authorized by the BOD on
the same date.
-3-
Basis of Consolidation
The consolidated financial statements comprise the financial statements of the Company and the
following wholly owned subsidiaries:
Percentage ownership
December 31, 2015
June 30, 2016
Direct
Indirect
Direct
Indirect
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
ISAI was registered with the SEC on October 8, 2013 and started commercial operations on October 18, 2014.
CCRI was registered with the SEC on January 10, 2014 and immediately started commercial operations.
3
On July 16, 2015, SSI caused the incorporation of SKL, a wholly owned subsidiary, under the territory of the British Virgin Islands (BVI).
2
All subsidiaries, except for FSHI, SII and SKL, are in the retail business and hold exclusive
distributorship of certain brands.
The unaudited consolidated financial statements comprise the financial statements of the Company
and its subsidiaries as of June 30, 2016 and for the six months ended June 30, 2016 and 2015.
Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group
obtains control, and continue to be consolidated until the date when such control ceases. Control
is achieved when the Group is exposed, or has rights, to variable returns from its involvement with
the investee and has the ability to affect those returns through its power over the investee.
Specifically, the Group controls an investee if and only if the Group has:
Power over the investee (i.e. existing rights that give it the current ability to direct the relevant
activities of the investee);
Exposure, or rights, to variable returns from its involvement with the investee; and
The ability to use its power over the investee to affect its returns.
Generally, there is a presumption that a majority of voting rights result in control. To support this
presumption and when the Group has less than a majority of the voting or similar rights of an
investee, the Group considers all relevant facts and circumstances in assessing whether it has
power over an investee, including:
The contractual arrangement with the other vote holders of the investee
Rights arising from other contractual arrangements
The Groups voting rights and potential voting rights
Profit or loss and each component of other comprehensive income (OCI) are attributed to the
equity holders of the Company and to the non-controlling interests (NCI), even if this results in the
non-controlling interests having a deficit balance. When necessary, adjustments are made to the
financial statements of subsidiaries to bring their accounting policies in line with the Companys
-4-
accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows
relating to transactions between members of the Group are eliminated in full on consolidation.
Common Control Business Combinations and Group Reorganizations
Where there are group reorganizations and business combinations in which all the combining
entities within the Group are ultimately controlled by the same ultimate parent (i.e., controlling
shareholders) before and after the business combination and the control is not transitory (business
combinations under common control), the Group accounts for such group reorganizations and
business combinations similar to a pooling-of-interests method. The assets and liabilities of the
acquired entities and that of the Company are reflected at their carrying values at the stand-alone
financial statements of the investee companies. The difference in the amount recognized and the
fair value of the consideration given is accounted for as an equity transaction, i.e., as either a
contribution or distribution of equity. Further, when a subsidiary is disposed in a common control
transaction without loss of control, the difference in the amount recognized and the fair value of
consideration received, is also accounted for as an equity transaction.
The Group records the difference as Equity reserve and is presented as a separate component of
equity in the consolidated balance sheet. Comparatives shall be restated to include balances and
transactions as if the entities have been acquired at the beginning of the earliest period presented in
the consolidated financial statements, regardless of the actual date of the combination.
Changes in Accounting Policies and Disclosures
The Group applied for the first time certain standards and amendments, which are effective for
annual periods beginning on or after January 1, 2016.
The nature and impact of each new standard and amendment is described below:
New and Amended Standards and Interpretations and Improved PFRS Adopted in Calendar Year
2016
The accounting policies adopted are consistent with those of the previous financial year, except for
the adoption of the following new and amended standards and Philippine Interpretations from
IFRIC and improved PFRS which the Group has adopted starting January 1, 2016. Unless
otherwise indicated, the adoption did not have any significant impact on the consolidated financial
statements of the Group.
Effective in 2016:
Amendments to PAS 16, Property, Plant and Equipment, and PAS 38, Intangible Assets Clarification of Acceptable Methods of Depreciation and Amortization
The amendments clarify the principle in PAS 16 and PAS 38 that revenue reflects a pattern of
economic benefits that are generated from operating a business (of which the asset is part) rather
than the economic benefits that are consumed through use of the asset. As a result, a revenuebased method cannot be used to depreciate property, plant and equipment and may only be used in
very limited circumstances to amortize intangible assets. The amendments are effective
prospectively for annual periods beginning on or after January 1, 2016, with early adoption
permitted.
Amendments to PAS 16, Property, Plant and Equipment, and PAS 41, Agriculture - Bearer
Plants
The amendments change the accounting requirements for biological assets that meet the definition
of bearer plants. Under the amendments, biological assets that meet the definition of bearer plants
will no longer be within the scope of PAS 41. Instead, PAS 16 will apply. After initial
recognition, bearer plants will be measured under PAS 16 at accumulated cost (before maturity)
-5-
and using either the cost model or revaluation model (after maturity). The amendments also
require that produce that grows on bearer plants will remain in the scope of PAS 41 measured at
fair value less costs to sell. For government grants related to bearer plants, PAS 20, Accounting for
Government Grants and Disclosure of Government Assistance, will apply. The amendments are
retrospectively effective for annual periods beginning on or after January 1, 2016, with early
adoption permitted.
Amendments to PAS 27, Separate Financial Statements - Equity Method in Separate Financial
Statements
The amendments will allow entities to use the equity method to account for investments in
subsidiaries, joint ventures and associates in their separate financial statements. Entities already
applying PFRS and electing to change to the equity method in its separate financial statements will
have to apply that change retrospectively. For first-time adopters of PFRS electing to use the
equity method in its separate financial statements, they will be required to apply this method from
the date of transition to PFRS. The amendments are effective for annual periods beginning on or
after January 1, 2016, with early adoption permitted.
PFRS 10, Consolidated Financial Statements and PAS 28, Investments in Associates and Joint
Ventures - Sale or Contribution of Assets between an Investor and its Associate or Joint
Venture
These amendments address an acknowledged inconsistency between the requirements in PFRS 10
and those in PAS 28 (2011) in dealing with the sale or contribution of assets between an investor
and its associate or joint venture. The amendments require that a full gain or loss is recognized
when a transaction involves a business (whether it is housed in a subsidiary or not). A partial gain
or loss is recognized when a transaction involves assets that do not constitute a business, even if
these assets are housed in a subsidiary. These amendments are effective from annual periods
beginning on or after January 1, 2016.
Amendments to PFRS 11, Joint Arrangements - Accounting for Acquisitions of Interests in
Joint Operations
The amendments to PFRS 11 require that a joint operator accounting for the acquisition of an
interest in a joint operation, in which the activity of the joint operation constitutes a business must
apply the relevant PFRS 3 principles for business combinations accounting. The amendments also
clarify that a previously held interest in a joint operation is not remeasured on the acquisition of an
additional interest in the same joint operation while joint control is retained. In addition, a scope
exclusion has been added to PFRS 11 to specify that the amendments do not apply when the
parties sharing joint control, including the reporting entity, are under common control of the same
ultimate controlling party. The amendments apply to both the acquisition of the initial interest in a
joint operation and the acquisition of any additional interests in the same joint operation and are
prospectively effective for annual periods beginning on or after January 1, 2016, with early
adoption permitted.
PFRS 14, Regulatory Deferral Accounts
PFRS 14 is an optional standard that allows an entity, whose activities are subject to rateregulation, to continue applying most of its existing accounting policies for regulatory deferral
account balances upon its first-time adoption of PFRS. Entities that adopt PFRS 14 must present
the regulatory deferral accounts as separate line items on the balance sheet and present movements
in these account balances as separate line items in the statement of profit or loss and other
comprehensive income. The standard requires disclosures on the nature of, and risks associated
with, the entitys rate-regulation and the effects of that rate-regulation on its financial statements.
PFRS 14 is effective for annual periods beginning on or after January 1, 2016.
-6-
Improvements to PFRS
The Annual Improvements to PFRSs (2012-2014 cycle) are effective for annual periods beginning
on or after January 1, 2016 and are not expected to have a material impact on the Group.
PFRS 5, Non-current Assets Held for Sale and Discontinued Operations - Changes in
Methods of Disposal
PFRS 7, Financial Instruments: Disclosures - Servicing Contracts
PFRS 7 - Applicability of the Amendments to PFRS 7 to Condensed Interim Financial
Statements
PAS 19, Employee Benefits - Regional Market Issue Regarding Discount Rate
PAS 34, Interim Financial Reporting - Disclosure of Information Elsewhere in the Interim
Financial Report
The assets and liabilities of the combining entities are reflected at their carrying amounts;
No adjustments are made to reflect fair values, or recognize any new assets or liabilities at the
date of the reorganization;
No new goodwill is recognized as a result of the reorganization;
Any difference between the consideration transferred and the net assets acquired is reflected
within equity under Equity reserve;
The income statement in the year of reorganization reflects the results of the combining
entities for the full year, irrespective of when the reorganization took place; and
Comparatives are presented as if the entities had always been combined only for the period
that the entities were under common control.
The equity reserve recognized in the statement of changes in equity as of June 30, 2016 represents
the difference between the total consideration paid by the Company for its acquisition of SSI and
the capital stock of SSI as shown below:
Capital stock of SSI
Capital stock of SGI
Equity reserve
=705,014,815
P
(2,242,162,541)
(P
=1,537,147,726)
Prior to the reorganization the balance of the equity reserve represents the difference between the
legal capital of the Company and SSI.
The restructuring in 2014 resulted to equity reserve that was closed to Additional paid-in capital
account, amounting to P
=1,537.15 million.
-7-
4. Cash
Cash on hand
Cash in banks
June 30,
2016
(Unaudited)
P
=24,246,890
888,866,685
P
=913,113,575
December 31,
2015
(Audited)
=102,192,410
P
1,202,769,931
=1,304,962,341
P
Cash in banks earn interest at the respective bank deposit rates. Interest earned from cash in banks
for the six months ended June 30, 2016 and 2015 amounted to P
=1,330,998 and P
=1,816,979,
respectively.
Trade receivables
Nontrade receivables
Receivables from related parties (see Note 20)
Advances to officers and employees
Others
June 30,
2016
(Unaudited)
P
=148,685,123
265,637,037
93,516,119
75,790,171
1,920,651
P
=585,549,101
December 31,
2015
(Audited)
=220,936,098
P
151,706,373
104,823,661
112,893,788
4,272,911
=594,632,831
P
Trade receivables are due from credit card companies and normally settled on three days terms.
Nontrade receivables, advances to officers and employees, receivables from related parties and
other receivables are usually settled within one year.
6. Merchandise Inventory
At cost
On hand
In transit
June 30,
2016
(Unaudited)
December 31,
2015
(Audited)
P
=9,742,133,015
451,142,673
P
=10,193,275,688
=9,167,904,410
P
512,090,978
=9,679,995,388
P
Inventories in transit include items not yet received but ownership or title to the goods has already
passed to the Group. There are no merchandise inventories pledged as security for liabilities.
The cost of inventories recognized as expense and presented in Cost of goods sold amounted to
=3,934,304,504 and P
P
=3,147,338,917, for the six months ended June 30, 2016 and 2015,
respectively (see Note 15).
-8-
8. Investment in an Associate
Acquisition cost
Accumulated equity in net earnings:
Balance at beginning of year
Share in net earnings
Dividends received
Balance at end of year
June 30,
2016
(Unaudited)
P
=24,640,000
December 31,
2015
(Audited)
=24,640,000
P
30,273,723
13,290,961
43,564,684
P
=68,204,684
24,477,530
29,796,193
(24,000,000)
30,273,723
=54,913,723
P
-9-
Project description
Open and operate convenience
stores directly owned and/or
franchised in the Philippines
Income sharing
arrangement
50:50
50:50
50:50
On August 12, 2015, SKL, a wholly owned subsidiary of SSI, executed agreements to effect the
acquisition of a 50% equity stake in LMS from its two existing shareholders Regent and Prime.
Regent and Prime will continue to own 50% ownership in LMS following the entry of SKL.
LMS is a company specializing in travel retail concepts and has existing supply and management
agreements with travel retail stores in the Philippines.
A summary of the movements in carrying values of interests in joint ventures are set out below:
SCRI
SSRI
SKL
June 30,
2016
(Unaudited)
P
=306,195,424
353,768,947
378,141,332
P
=1,038,105,703
December 31,
2015
(Audited)
=262,721,435
P
417,063,488
374,680,634
=1,054,465,557
P
June 30,
2016
(Unaudited)
December 31,
2015
(Audited)
P
=420,350,000
91,000,000
511,350,000
=223,850,000
P
196,500,000
420,350,000
(157,628,565)
(47,526,011)
(205,154,576)
P
=306,195,424
(77,655,770)
(79,972,795)
(157,628,565)
=262,721,435
P
Cost:
Balance at beginning of year
Additional investment
Balance at end of year
Accumulated equity in net earnings:
Balance at beginning of period
Share in net loss
Balance at end of period
- 10 -
December 31,
2015
(Audited)
P
=652,250,000
(30,000,000)
622,250,000
420,750,000
231,500,000
652,250,000
(235,186,512)
(33,294,541)
(268,481,053)
P
=353,768,947
(87,488,717)
(147,697,795)
(235,186,512)
=417,063,488
P
June 30,
2016
(Unaudited)
P
=375,296,454
December 31,
2015
(Audited)
=375,296,454
P
(615,820)
3,460,698
2,844,878
P
=378,141,332
(615,820)
(615,820)
=374,680,634
P
Acquisition cost
Accumulated equity in net earnings:
Balances at beginning of period
Share in net earnings (losses)
Balances at end of period
The joint ventures have no contingent liabilities or capital commitments as of June 30, 2016 and
December 31, 2015.
Store, Office,
Warehouse
Furniture
and Fixtures
Building
Transportation
Equipment
=7,751,959,370 P
P
=2,202,872,779
244,806,998
57,923,928
(184,195,978)
(4,900,958)
98,734,870
7,911,305,260 2,255,895,749
=852,141,513
P
17,190,225
869,331,738
=256,436,738
P
256,436,738
=138,527,183 P
P
=11,201,937,583
43,062,289
362,983,440
(189,096,936)
(98,734,870)
82,854,602 11,375,824,087
4,458,906,590
576,691,046
(151,802,433)
4,883,795,203
P
=3,027,510,057
103,524,715
21,881,224
125,405,939
P
=743,925,799
62,864,955
11,273,399
74,138,354
P
=182,298,384
5,993,398,719
732,840,352
(155,598,471)
6,570,640,600
P
=82,854,602 P
=4,805,183,487
1,368,102,459
122,994,683
(3,796,038)
1,487,301,104
P
=768,594,645
Construction
in Progress
Total
Store, Office,
Warehouse
Furniture
and Fixtures
Building
Transportation
Equipment
Construction
in Progress
Total
P6,340,315,432 =
=
P1,872,078,320
1,478,595,321
355,537,411
(109,791,710)
(24,742,952)
42,840,327
7,751,959,370 2,202,872,779
P736,966,441
=
115,175,072
852,141,513
=243,614,203
P
13,168,070
(345,535)
256,436,738
=101,973,187 =
P
P9,294,947,583
79,394,323 2,041,870,197
(134,880,197)
(42,840,327)
138,527,183 11,201,937,583
3,378,403,168
1,173,670,224
(93,166,802)
4,458,906,590
=3,293,052,780
P
62,985,677
40,539,038
103,524,715
=748,616,798
P
41,497,177
21,713,313
(345,535)
62,864,955
=193,571,783
P
4,614,882,982
1,495,790,061
(117,274,324)
5,993,398,719
=138,527,183 =
P
P5,208,538,864
1,131,996,960
259,867,486
(23,761,987)
1,368,102,459
=834,770,320
P
Franchise fee
Miscellaneous deposits
Prepaid rent - net of current portion (see Note 24)
Software costs
Others
June 30,
2016
(Unaudited)
P
=53,013,352
39,662,300
6,448,651
1,250,948
6,384,048
P
=106,759,299
December 31,
2015
(Audited)
=51,060,289
P
30,776,868
6,571,715
1,775,246
6,325,418
=96,509,536
P
Miscellaneous deposits pertain to advance payments to contractors for the construction and
renovation of stores.
Trade payables
Nontrade payables
Accrued expenses
Retention payable
Output VAT
Payable to related parties (see Note 20)
Others
Trade payables are noninterest-bearing and are normally settled on 30 to 90 days terms.
Nontrade payables represent statutory payables such as withholding taxes, SSS premiums and
other liabilities to government agencies, rent payable, payable to contractors and suppliers of
services, among others.
- 12 -
Accrued expenses pertain to accrued salaries, leaves and bonuses, security and safety, interest,
utilities and repairs and maintenance and accruals of royalties to be paid to foreign principals,
among others.
Other payables mainly pertain to payables to non-trade suppliers and payable to advertising
agencies.
Nontrade payables, accrued expenses and other payables are generally paid within 12 months from
balance sheet date.
December 31,
2015
(Audited)
P1,600,000,000
P
=2,035,000,000 =
700,000,000
1,440,000,000
990,000,000
1,220,000,000
500,000,000
500,000,000 1,000,000,000
400,000,000
400,000,000
435,000,000
100,000,000
=5,125,000,000
P
=6,195,000,000 P
The Groups outstanding short-term peso-denominated loans from local commercial banks bear
interest at rates ranging from 2.50% to 3.00% and 2.90% to 4.00%, for the six months ended 2016
and 2015, respectively.
Interest expense recognized in the consolidated statements of comprehensive income for the six
months ended June 30, 2016 and 2015 amounted to P
=76,642,468 and P
=102,320,488, respectively.
- 13 -
starting October 15, 2016 until October 15, 2018. The purpose of these loans is to solely refinance
its existing short term loans.
The details of the Groups long term debt (net of unamortized transaction costs) are as follows:
BPI
SBC
CBC
MBTC
RCBC
Total
Less: current portion
Noncurrent portion
June 30,
2016
(Unaudited)
P
=1,746,293,394
352,594,240
243,237,004
243,237,004
133,879,768
2,719,241,410
467,607,681
P
=2,251,633,729
December 31,
2015
(Audited)
=1,790,626,729
P
396,927,572
273,820,337
273,820,337
150,713,101
2,885,908,076
467,607,681
=2,418,300,395
P
Interest expense recognized in the consolidated statements of comprehensive income for the six
months ended June 30, 2016 and 2015 amounted to P
=69,725,341 and P
=39,352,260, respectively.
Loan Covenants
The loan covenants covering the Groups outstanding debts include, among others, maintenance of
certain level of current, debt-to-equity and debt-service coverage ratios. As of June 30, 2016 and
December 31, 2015, the Group is in compliance with the loan covenants of all their respective
outstanding debts.
June 30,
2016
(Unaudited)
P
=3,934,304,504
106,799,258
62,551,705
57,885,722
29,021,056
24,377,895
June 30,
2015
(Unaudited)
=3,147,338,917
P
115,222,493
80,749,250
96,820,987
20,168,588
25,012,741
16,633,763
7,694,858
7,322,782
4,314,216
1,539,655
1,323,416
272,557
26,355,871
P
=4,280,397,258
12,875,786
5,512,457
8,125,386
3,964,011
1,503,286
381,696
51,459
13,502,613
=3,531,229,670
P
- 14 -
June 30,
2016
(Unaudited)
P
=9,679,995,388
4,447,584,804
14,127,580,192
(10,193,275,688)
P
=3,934,304,504
June 30,
2015
(Unaudited)
=7,980,070,099
P
4,371,365,032
12,351,435,131
(9,204,096,214)
=3,147,338,917
P
Net purchases include cost of inventory, freight charges, insurance and customs duties.
Cost of merchandise sold represents cost of merchandise inventory sold and the cost that are
directly attributable to bringing the goods to its intended location.
June 30,
2016
(Unaudited)
P
=982,452,059
648,242,911
563,531,526
299,949,647
153,956,120
88,171,677
68,454,524
67,308,109
59,668,428
56,694,027
42,364,634
18,880,429
17,011,366
16,591,717
5,351,440
3,793,234
1,157,473
34,396,218
P
=3,127,975,539
June 30,
2015
(Unaudited)
=859,944,694
P
516,589,850
498,675,364
301,494,464
131,868,657
74,925,039
91,630,794
57,687,496
78,533,341
39,938,064
36,414,925
16,186,025
18,383,646
19,997,293
5,454,099
3,882,990
1,325,260
33,933,859
=2,786,865,860
P
- 15 -
June 30,
2016
(Unaudited)
P
=246,574,180
76,216,844
69,484,973
20,063,094
18,156,444
17,881,263
17,357,083
12,104,624
11,982,335
11,055,866
9,547,545
8,983,199
8,602,581
3,712,558
402,761
18,188,739
P
=550,314,089
June 30,
2015
(Unaudited)
=216,627,048
P
60,223,354
54,768,062
22,559,090
12,662,682
11,957,309
7,131,105
12,470,317
12,566,352
12,913,986
7,578,486
8,658,820
17,980,346
4,340,711
347,743
12,275,856
=475,061,267
P
June 30,
2016
(Unaudited)
P
=759,685,451
12,772,102
95,533,876
P
=867,991,429
June 30,
2015
(Unaudited)
=699,731,717
P
15,814,598
96,577,084
=812,123,399
P
June 30,
2016
(Unaudited)
P
=57,885,722
563,531,526
246,574,180
P
=867,991,428
June 30,
2015
(Unaudited)
=96,820,987
P
498,675,364
216,627,048
=812,123,399
P
- 16 -
June 30,
2016
(Unaudited)
P
=732,840,352
1,080,581
440,714
P
=734,361,647
June 30,
2015
(Unaudited)
=584,233,698
P
=584,233,698
P
June 30,
2016
(Unaudited)
P
=16,633,763
648,242,911
69,484,973
P
=734,361,647
June 30,
2015
(Unaudited)
=12,875,786
P
516,589,850
54,768,062
=584,233,698
P
- 17 -
d. Short-term noninterest-bearing cash advances to/from RCC, RMK, PFM, SCRI and SPI; and
e. Compensation of the Companys key management personnel are as follows (in millions):
June 30,
2016
(Unaudited)
P
=19
3
P
=22
June 30,
2015
(Unaudited)
=19
P
3
=22
P
- 18 -
As of June 30, 2016 and December 31, 2015, receivables from and payables to related parties are as follows (amounts in thousands):
June 30, 2016
Related Parties
Affiliates
RCC
RMK
Joint ventures
PFM
SCRI
Associate
SPI
Transactions
for the period
Receivables
from related parties
(see Note 5)
Amounts owed
to related parties
=17,731
P
5,463
=69,250
P
10,998
=
P
1,290
=1,510
P
=
P
252
617
30,867
8,483
4,415
4,393
15,625
125
P
=54,803
370
P
=93,516
P
=1,290
1,485
P
=23,013
P
=252
Outstanding balances
Payable
to related parties
Amounts owed
(see Note 12)
by related parties
Amounts owed
to related parties
Related Parties
Affiliates
RCC
RMK
Joint ventures
PFM
SCRI
Associate
SPI
Outstanding balances
Payable
to related parties
Amounts owed
(see Note 12)
by related parties
Transactions
for the period
Receivables
from related parties
(see Note 5)
=39,057
P
4,155
=81,235
P
5,860
=
P
1,590
=2,165
P
1
=
P
477
1,496
30,866
7,868
9,632
4,393
23,125
271
=75,845
P
229
=104,824
P
=1,590
P
1,489
=31,173
P
27
=504
P
The above related party balances as of June 30, 2016 and December 31, 2015 are unsecured, on demand and noninterest-bearing.
- 19 -
Net income
Divided by weighted average number of common
shares
June 30,
2016
(Unaudited)
P
=240,771,706
June 30,
2015
(Unaudited)
=585,726,678
P
3,312,864,430
P
=0.07
2,997,630,587
=0.20
P
There were no potential dilutive common shares for the six months ended June 30, 2016 and
2015.
- 20 -
The aging analyses of financial assets that are past due but not impaired are as follows:
June 30, 2016
Total
=888,866,685
P
Neither past
due nor
impaired
=888,866,685
P
<30 days
=
P
148,685,123
265,637,037
93,516,119
75,790,171
1,920,651
23,012,866
5,365,819
41,762,274
70,288,157
2,609,734
74,908,173
1,920,651
17,134,323
5,365,819
79,362,360
63,603,433
28,956,307
315,222
1,010,254,993
P
= 2,513,049,464
272,677,358
P
= 1,375,533,174
P
= 172,237,322 P
= 41,317,529
5,878,543
737,577,634
P
= 25,201,441 P
= 898,759,998
P
=
4,119,956
14,492,319
6,022,390
566,776
Total
Cash in banks and cash equivalents
P1,202,769,931
=
Trade and other receivables
Trade receivables
220,936,098
Nontrade receivables
151,706,373
Receivables from related parties
104,823,661
Advances to officers and employees
112,893,788
Other receivables
4,272,911
Amounts owed by related parties
31,172,792
1
Current portion of security deposits
5,428,931
Security deposits and construction
bonds
1,003,310,781
Total
=2,837,315,266
P
Neither past
due nor
impaired
=1,202,769,931
P
<30 days
=
P
71,110,356
29,746,601
4,656,357
111,460,516
4,272,911
25,302,086
5,428,931
138,739,956
63,139,878
21,578,233
107,030
359,780,317
=1,814,528,006
P
1,215,843
=223,565,097 P
P
=9,309,352
> 90 days
=
P
Impaired
=
P
4,310,510
47,003,908
77,068,034
386,239
3,769,279
643,530,464
=13,844,377 =
P
P776,068,434
=
P
2,053,069
9,016,204
1,106,232
783,288
885,584
Capital Management
The primary objective of the Group is to maintain a strong credit rating and healthy capital ratios
to support its business and maximize shareholder value.
The Group manages its capital structure and makes adjustments to it based on changes in
economic and business conditions. To maintain or adjust the capital structure, the Group may
consider paying dividends to stockholders, returning capital to stockholders, or issuing new shares
of stocks. No major changes were made on the objectives, policies, or processes during the six
months ended June 30, 2016 and year ended December 31, 2015. Capital includes equity as
shown in the consolidated balance sheet.
As disclosed in Note 14, the Group is required by their creditors to maintain a debt-to-equity ratio
and debt-service coverage ratio. The Group, thus, monitors capital on the basis of debt-to-equity
ratio which is calculated as total liabilities divided by total equity. The Company includes within
debt all interest-bearing short-term and long-term liabilities. These externally imposed capital
requirements have been complied with as of June 30, 2016.
- 21 -
Financial Assets
Loans and receivables
Security deposits and
construction bonds
P
=1,015,620,812
P
=965,820,898
=1,008,739,712
P
=959,973,152
P
Financial Liabilities
Other financial liabilities
Long-term debt
P
=2,719,241,410
P
=2,883,023,670
=2,885,908,076
P
=3,021,591,397
P
Due to relatively short maturity, ranging from one to twelve months, carrying amounts
approximate fair values for cash and cash equivalents, trade and other receivables, amounts owed
by and to related parties and trade and other payables.
The following method and assumptions are used to estimate the fair value of each class of
financial instruments:
Cash and cash equivalents, trade and other receivables, amounts owed by/to related parties,
current portion of security deposits (presented under prepayments and other current assets),
tenants deposits, trade and other payables and short-term loans
The carrying values of these financial instruments approximate their fair values due to the shortterm maturity, ranging from one to twelve months.
Security deposits and construction bonds
The fair values of security deposits are based on the discounted value of future cash flows using
the applicable market interest rates. Discount rates ranging from 1.64% to 3.07% and 2.38% to
3.98%, were used in calculating the fair value of the Groups refundable deposits as of
June 30, 2016 and December 31, 2015, respectively.
Long-term debt
The fair value of long-term debt is based on the discounted value of future cash flows using the
applicable market interest rates. Discount rates ranging from 1.76% to 3.31% and 3.67% to 4.29%
were used in calculating the fair value of the Groups long-term debt as of June 30, 2016 and
December 31, 2015, respectively.
Fair Value Hierarchy
The Group uses the following hierarchy in determining and disclosing the fair value of financial
instruments by valuation technique:
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.
- 22 The Groups security deposits and construction bonds and long-term debt are classified as Level 3.
As at June 30, 2016 and December 31, 2015 the Group does not have financial instruments with
fair values determined using inputs that are classified under Level 1 and 3.
For the six months ended June 30, 2016 and years ended December 31, 2015, 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.
- 23 -
Net Sales
Luxury and Bridge
Casual
Fast Fashion
Footwear, Accessories and Luggage
Other
June 30,
2016
(Unaudited)
June 30,
2015
(Unaudited)
P
=1,752
1,209
3,043
1,325
1,252
P
=8,581
=1,581
P
1,128
2,949
1,199
1,049
=7,906
P
The Groups customers are located in the Philippines and Guam, with bulk of the revenues being
contributed by local customers. Following shows the revenue contribution by geographical areas
(amounts in millions).
Philippines
Guam
June 30,
2016
(Unaudited)
P
=8,541
40
P
=8,581
June 30,
2015
(Unaudited)
=7,850
P
56
=7,906
P
EXHIBIT I
SSI GROUP, INC. AND SUBSIDIARIES
MAP SHOWING RELATIONSHIPS BETWEEN AND AMONG THE COMPANIES IN THE GROUP, ITS ULTIMATE
PARENT COMPANY AND ITS SUBSIDIARIES
JUNE 30, 2016
SSI Group, Inc. (1)
100%
Stores Specialists, Inc. (2)
100%
100%
Specialty
Investments, Inc. (3)
100%
100%
Global Specialty
Retailers, Inc. (4)
Samsonite
Corporation, Inc.
60%
Varejo
Corporation
40%
50%
SIAL Specialty
Retailers, Inc. (5)
50%
SIAL CVS
Retailers Inc. (6)
100%
100%
100%
100%
50%
100%
100%
100%
100%
100%
50%
Fastravel Specialists Holdings, Inc. (18)
100%
60%
100%
PFM (20)
50%
100%
Exhibit II
SSI GROUP, INC. AND SUBSIDIARIES
SUPPLEMENTARY SCHEDULE OF ALL EFFECTIVE STANDARDS
AND INTERPRETATIONS
Not
Applicable
Not
Adopted
Adopted
PFRS 3
(Revised)
PFRS 4
Share-based Payment
Business Combinations
Insurance Contracts
Not
Applicable
Not
Adopted
Adopted
PFRS 5
PFRS 6
PFRS 7
Operating Segments
PFRS 12
PFRS 13
PFRS 14
Joint Arrangements
Not
Applicable
Adopted
PFRS 11
Not
Adopted
PAS 2
Inventories
PAS 7
PAS 8
PAS 10
PAS 11
Construction Contracts
PAS 12
Income Taxes
PAS 14
Segment Reporting
Not
Applicable
Adopted
PAS 16
Not
Adopted
PAS 17
Leases
PAS 18
Revenue
PAS 19
Employee Benefits
Employee Benefits
PAS 20
PAS 21
Borrowing Costs
PAS 24
(Revised)
PAS 26
PAS 27
PAS 27
(Revised)
PAS 27
(Amended)
PAS 28
Investments in Associates
PAS 28
(Amended)
Not
Applicable
Not
Adopted
Adopted
PAS 29
PAS 31
PAS 32
PAS 33
PAS 34
PAS 36
Impairment of Assets
PAS 37
PAS 38
Intangible Assets
PAS 39
PAS 40
PAS 41
Not
Applicable
Not
Adopted
Adopted
Investment Property
Agriculture
Philippine Interpretations
IFRIC 1
IFRIC 2
IFRIC 4
IFRIC 5
IFRIC 6
Liabilities arising from Participating in a Specific Market Waste Electrical and Electronic Equipment
IFRIC 7
IFRIC 8
Scope of PFRS 2
IFRIC 9
IFRIC 10
IFRIC 11
IFRIC 12
IFRIC 13
IFRIC 14
IFRIC 15
IFRIC 16
IFRIC 17
Not
Applicable
Not
Adopted
Adopted
IFRIC 19
IFRIC 20
SIC-7
SIC-10
SIC-12
SIC-13
SIC-15
SIC-21
SIC-25
SIC-27
SIC-29
SIC-31
SIC-32
* The Company did not early adopt these standards, interpretations and amendments
Exhibit III
SSI GROUP, INC.
RECONCILIATION OF RETAINED EARNINGS AVAILABLE FOR
DIVIDEND DECLARATION
June 30, 2016
=890,774,351
P
=29,190,869
P
29,190,869
=919,965,220
P
Exhibit IV
SSI GROUP, INC.
SCHEDULE OF FINANCIAL SOUNDNESS INDICATORS
June 30,
2016
December
31, 2015
1.65
0.90
1.59
0.82
0.69
2.12
10.37
Ratios
(i) Current Ratio
(ii) Debt/Equity Ratio
Formula
Current Assets/Current
Liabilities
Bank Debts/ Total Equity
Bank Debts-Cash &
Equivalents/Total Equity
Total Assets/Total Equity
EBITDA/Interest Expense
June 30,
2015
11.98
55.34%
7.41%
21.47%
2.99%
6.19%