_______________________________________________________
(Republic
Act No. 8799)
SRC
RULE 68.1
SPECIAL
RULE ON FINANCIAL STATEMENTS OF REPORTING COMPANIES
UNDER SECTION 17.2
OF THE SECURITIES
REGULATION CODE
1.
APPLICATION
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In
addition to those set forth under Rule
68, this Rule (together with subsequent official pronouncements,
interpretations
and rulings on accounting and reporting matters, which may be issued by
the Commission from time to time) provides for the special requirements
on the financial statements required to be filed with the Commission by
corporations which file registration statements under Section 12 of the
Securities
Regulation
Code (the “Code”)
or which meet the following criteria with respect to the requirements
to
file reports:chanroblesvirtuallawlibrary
a.
issuer which has sold a class of their securities pursuant to a
registration
under Section 12 of the Code;
b.
issuer with a class of securities listed for trading on an
Exchange;
and
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c.
issuer with assets of at least P50,000,000.00 or such other amount as
the
Commission shall prescribe and having 200 or more holders each
holding
at least 100 shares of a class of its equity securities as of the
first day of the issuer’s fiscal year.
2.
AUDITOR’S OPINION ON FINANCIAL STATEMENTS
a.
Under SEC Resolution No. 22, Series of 2003, the Commission discourages
the submission of audited financial statements for companies covered by
this Rule accompanied by an auditor’s opinion which is other than
unqualified.
It is understood that the Commission retains the right to obtain
clarification
about the reason(s) for such opinion.
b.
Audited financial statements for periods beginning January 1, 2003 and
thereafter, for companies covered by this Rule with auditors’ opinion
other
than unqualified as a result of departure(s) from generally accepted
accounting
principles in the Philippines shall be deemed not filed and appropriate
sanctions shall be imposed thereon.
3.
RESPONSIBILITY FOR FINANCIAL STATEMENTS
The
financial statements filed with the Commission by companies covered by
this Rule shall be accompanied by a statement of management's
responsibility
as follows:chanroblesvirtuallawlibrary
STATEMENT
OF MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL STATEMENTS
The
management of (name of reporting company) is responsible for all
information
and representations contained in the financial statements for the year
(s) ended (date). The financial statements have been prepared in
conformity with generally accepted accounting principles in the
Philippines
and reflect amounts that are based on the best estimates and informed
judgment
of management with an appropriate consideration to materiality.
In
this regard, management maintains a system of accounting and reporting
which provides for the necessary internal controls to ensure that
transactions
are properly authorized and recorded, assets are safeguarded against
unauthorized
use or disposition and liabilities are recognized. The management
likewise
discloses to the company’s audit committee and to its external auditor:
(i) all significant deficiencies in the design or operation of internal
controls that could adversely affect its ability to record, process,
and
report financial data; (ii) material weaknesses in the internal
controls;
and (iii) any fraud that involves management or other employees who
exercise
significant roles in internal controls.
The
Board of Directors reviews the financial statements before such
statements
are approved and submitted to the stockholders of the company.
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(name
of auditing firm), the independent auditors appointed by the
stockholders,
has examined the financial statements of the company in accordance with
generally accepted auditing standards in the Philippines and has
expressed
its opinion on the fairness of presentation upon completion of such
examination,
in its report to the Board of Directors and stockholders.
Signed
under oath by the following:chanroblesvirtuallawlibrary
Chairman
of the Board
Chief
Executive Officer
Chief
Financial Officer
4.
PERIODIC PRESENTATION
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The
periodic presentation and coverage of financial statements accompanying
the registration statements, annual reports and information or proxy
statements
shall be in accordance with the requirements of this section.
a.
Registration Statements
i.
Consolidated Balance Sheets
A.
If the registrant has been in existence for less than one fiscal year,
there shall be filed an audited balance sheet as of a date within 135
days
of the date of filing the registration statement.
B.
If a filing on SEC Form 12 -1 is made within one hundred five (105)
days
after the end of the most recently ended fiscal year, the filing shall
include audited consolidated balance sheets as of the end of each of
the
two (2) years prior to the most recently ended fiscal year and a
separate
interim balance sheet as of the end of the most recently ended fiscal
year.
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C.
If a filing on SEC Form 12 -1 is made more than one hundred five (105)
days but not more than one hundred thirty five (135) days after the end
of the most recently ended fiscal year, the filing shall include
audited
consolidated balance sheets as of the end of each of the two most
recently
ended fiscal years.
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D.
If a filing on SEC Form 12 -1 is made more than one hundred thirty five
(135) days but not more than two hundred twenty five (225) days after
the
end of the most recently ended fiscal year, the filing shall include
audited
consolidated balance sheets as of the end of each of the two most
recently
ended fiscal years and a separate interim balance sheet as of the end
of
the first fiscal quarter subsequent to the most recent fiscal year end.
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E.
If a filing on SEC Form 12 -1 is made more than two hundred twenty five
(225) days but not more than three hundred fifteen (315) days after the
end of the most recently ended fiscal year, the filing shall include
audited
consolidated balance sheets as of the end of each of the two most
recently
ended fiscal years and a separate interim balance sheet as of the end
of
the second fiscal quarter subsequent to the most recent fiscal year end.
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F.
If a filing on Form 12 -1 is made more than three hundred fifteen (315)
days after the end of the most recently ended fiscal year, the filing
shall
include audited consolidated balance sheets as of the end of each of
the
two most recently ended fiscal years and a separate interim balance
sheet
as of the end of the third fiscal quarter subsequent to the most recent
fiscal year end.
G.
Any interim balance sheet provided in compliance with this subparagraph
may be unaudited and need not be presented in greater detail than is
required
by paragraph (9) of this Rule.
ii.
Consolidated Income Statement
A.
There shall be filed for the registrant and its subsidiaries
consolidated
and its predecessors, audited income statement in a comparative format
for each of the three most recent completed fiscal years or such
shorter
period as the registrant (including predecessors) has been in existence.
B.
In addition, income statement shall be provided for any interim period
between the latest audited balance sheet and the date of the most
recent
interim balance sheet being filed, and for the corresponding period of
the preceding year. Such interim financial statements may be
unaudited
and need not be presented in greater detail than is required by
paragraph
(9) of this Rule.
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iii.
Consolidated Statement of Changes in Equity
A.
There shall be filed for the registrant and its subsidiaries
consolidated
and its predecessors, audited statements of changes in equity in
comparative
format for each of the three most recent completed fiscal years or such
shorter period as the registrant (including predecessors) has been in
existence.
B.
In addition, statements of changes in equity shall be provided for any
interim period between the latest audited balance sheet and the date of
the most recent interim balance sheet being filed, and for the
corresponding
period of the preceding year. Such interim financial statements
may
be unaudited and need not be presented in greater detail than is
required
by Paragraph (9) of this Rule.
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iv.
Consolidated Cash Flow Statement
A.
There shall be filed for the registrant and its subsidiaries
consolidated
and its predecessors, audited statements of cash flows in comparative
format
for each of the three most recent completed fiscal years or such
shorter
period as the registrant (including predecessors) has been in existence.
B.
In addition, consolidated statement of cash flows shall be provided for
any interim period between the latest audited balance sheet and the
date
of the most recent interim balance sheet being filed, and for the
corresponding
period of the preceding year. Such interim financial statements
may
be unaudited and need not be presented in greater detail than is
required
by Paragraph (9) of this Rule.
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v.
Age of Financial Statements
At
the time a registration statement on SEC Form 12-1 is to become
effective,
the financial information therein must be as of a date within 135 days
from effective date. Interim financial statements required to be
included in a registration statement, which are necessary to keep the
registration
statement current, need not be audited and need not be in greater
detail
than required by Paragraph 7 of this Rule.
b.
Annual Reports (SEC Form 17-A)
i.
There shall be filed consolidated audited balance sheets (except
if not applicable), in comparative format, as of the end of each of the
two most recent completed fiscal years.
ii.
The Income Statement, Cash Flow Statement and Statement of Changes in
Equity
shall be in comparative format for the three most recent completed
fiscal
years or such shorter period as the company (including predecessors)
has
been in existence.
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c.
Information or Proxy Statements (SEC Form 17-IS or 20)
i.
There shall be filed consolidated audited balance sheets (except
if not applicable), in comparative format, as of the end of each of the
two most recent completed fiscal years. If the meeting date is beyond
one
hundred thirty five (135) days from the company’s fiscal year end, a
separate
interim balance sheet as of the end of the most recent quarter with
comparative
figures as of the end of the preceding fiscal year shall likewise be
filed.
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ii.
The Income Statement, Cash Flow Statement and Statement of Changes in
Equity
shall be in comparative format for the three most recent completed
fiscal
years or such shorter period as the company (including predecessors)
has
been in existence. If the meeting date is beyond one hundred
thirty
five (135) days from the company’s fiscal year end, separate interim
statements
for the most recent quarter with comparative figures for period ending
of the same quarter of the preceding year shall likewise be filed.
5.
FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED OR TO BE ACQUIRED
a.
Financial statements required
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i.
Financial statements prepared and audited in accordance with this Rule
should be furnished for the periods specified in paragraph (b) below if
any of the following conditions exist:chanroblesvirtuallawlibrary
A.
Consummation of a business combination accounted for as a purchase has
occurred or is probable (for purposes of this rule, the term “purchase”
encompasses the purchase of an interest in a business accounted for by
the equity method); or
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B.
Consummation of a business combination to be accounted for as a pooling
of interests is probable.
ii.
For purposes of determining whether the provisions of this rule apply,
the determination of whether a “business” has been acquired should be
made
in accordance with the guidance set forth in paragraph (6) of this Rule.
iii.
If consummation of more than one transaction has occurred or is
probable,
the required financial statements may be presented on a combined basis,
if appropriate.
iv.
This subparagraph shall not apply to a business which is totally
owned by the registrant prior to consummation of the transaction.
b.
Periods to be presented
i.
If securities are being registered to be sold for cash, the audited
financial
statements shall be furnished for the business to be acquired [See also
Pro-Forma Financial Information requirements in paragraph (6)].
In
all other cases, the financial statements shall be furnished on an
audited
basis to the extent practicable for the business to be acquired.
The periods for which such financial statements are to be filed shall
be
determined using the conditions specified in the definition of
“significant
subsidiary” in paragraph 1(b)(x) of Rule
68.
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A.
If none of the conditions exceeds ten percent (10%), financial
statements
are not required. However, if the aggregate impact of the
individually
insignificant businesses acquired since the date of the most recent
audited
balance sheet filed for the registrant exceeds twenty percent (20%),
financial
statements covering at least the substantial majority of the businesses
acquired, combined if appropriate, shall be furnished. Such
financial
statements shall be for at least the most recent fiscal year and any
interim
periods.
B.
If any of the conditions exceeds ten percent (10%), but none exceed
twenty
percent (20%), financial statements shall be furnished for at least the
most recent fiscal year and any interim periods.
C.
If any of the conditions exceeds twenty percent (20%) but none exceed
forty
percent (40%), financial statements shall be furnished for at least the
two most recent fiscal years and interim periods.
D.
If any of the conditions exceeds forty percent (40%), the full
financial
information specified in Paragraph (5) of this Rule shall be furnished.
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E.
The determinations under subparagraphs (A), (B), (C), and (D) shall be
made by comparing the most recent annual financial statements of each
such
business to the registrant’s most recent annual consolidated financial
statements filed at or prior to the date of acquisition. However,
if the registrant made a significant acquisition subsequent to the
latest
fiscal year-end and filed a report on Form 17-C which included audited
financial statements of such acquired business for the periods required
by this subparagraph and the pro forma financial information required
by
Paragraph (10), such determination may be made by using the pro forma
amounts
for the latest fiscal year in the report on Form 17-C rather than by
using
the historical amounts for the latest fiscal year of the
registrant.
The tests may not be made by “annualizing” data.
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F.
Notwithstanding the requirements in subparagraph (b)(i)(A) above,
separate
financial statements of the acquired business need not be presented
once
the operating results of the acquired business have been reflected in
the
audited consolidated financial statements of the registrant for a
complete
fiscal year unless such financial statements have not been previously
filed
or unless the acquired business is of such significance to the
registrant
that omission of such financial statements would materially impair an
investor’s
ability to understand the historical financial results of the
registrant.
For example, if, at the date of acquisition, the acquired business met
at least one of the conditions in the definition of “significant
subsidiary”
in Paragraph 1(b)(x) of Rule
68 at the 60 percent (60%) level the income statements of the
acquired
business should normally continue to be furnished for such periods
prior
to the purchase as may be necessary when added to the time for which
audited
income statements after the purchase are filed to cover the equivalent
of the period specified in Paragraph 5 of this Rule.
G.
A separate audited balance sheet of the acquired business is not
required
when the registrant’s most recent audited balance sheet required by
Paragraph
5 of this Rule is for a date after the date the acquisition was
consummated.
c.
Separate financial statements of subsidiaries not consolidated and
fifty
percent (50%) or less owned persons
i.
If any of the conditions set forth in the definition of “significant
subsidiary”
in Paragraph 1(b)(x) of Rule
68, substituting twenty percent (20%) for ten percent (10%) in the
tests used therein to determine a significant subsidiary are met for a
majority-owned subsidiary not consolidated by the registrant or by a
subsidiary
of the registrant, separate financial statements of such subsidiary
shall
be filed. Similarly, if any of the conditions set forth therein,
substituting twenty percent (20%) for ten percent (10%), are met by a
fifty
percent (50%) or less owned person accounted for by the equity method
either
by the registrant or a subsidiary of the registrant, separate financial
statements of such fifty percent (50%) or less owned person shall be
filed.
ii.
Insofar as practicable, the separate financial statements required by
this
Part shall be as of the same dates and for the same periods as the
audited
consolidated financial statements required by Paragraph 5.
However,
these separate financial statements are required to be audited only for
those fiscal years in which any of the conditions described in the
definition
of “significant subsidiary” in Paragraph 1(b)(x), substituting 20
percent
(20%) for 10 percent (10%), are met.
iii.
Notwithstanding the requirements for separate financial statements
under
this paragraph, where financial statements of two or more
majority-owned
subsidiaries not consolidated are required, combined or consolidated
statements
of such subsidiaries may be filed subject to principles of inclusion
and
exclusion which clearly exhibit the financial position, cash flows and
results of operations of the combined or consolidated group.
Similarly,
where financial statements of two or more 50 percent or less owned
persons
are required, combined or consolidated statements of such persons may
be
filed subject to the same principles of inclusion or exclusion referred
to above.
6.
APPLICABILITY WITH OTHER REPORTS
The
schedules required by Paragraph 8(d) and set forth in “Annex
68.1-M” of Rule 68.1 and the separate financial statements of
subsidiaries
not consolidated and 50 percent or less owned persons required under
paragraph
(6) of this Rule, are not required in annual reports to shareholders.
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7.
ADDITIONAL DISCLOSURE REQUIREMENTS
a.
Balance Sheet
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In
addition to the disclosures required under the Statements of Financial
Accounting Standards (SFAS)/International Accounting Standards (IAS)
and
except as otherwise permitted by the Commission, the various line items
and certain additional disclosures set forth in “Annex
68.1-K” if applicable, should appear on the face of the balance
sheets
or related notes filed by the persons to whom this Rule pertains.
b.
Income Statement
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In
addition to the disclosures required under the SFAS/IAS and except as
otherwise
permitted by the Commission, the various line items and certain
additional
disclosures set forth in “Annex 68.1-L”
if
applicable, should appear on the face of the income statements or
related notes filed by the persons to whom this Rule pertains.
c.
Cash Flow Statement
In
addition to the disclosures required under the SFAS/IAS and except as
otherwise
permitted by the Commission, the various line items and certain
additional
disclosures set forth in “Annex 68.1-M”
if
applicable, should appear on the face of the cash flow statements or
related
notes filed by the persons to whom this Rule pertains.
d.
General Notes to Financial Statements
In
addition to the disclosures required under the SFAS/IAS and except as
otherwise
permitted by the Commission, the various line items and certain
additional
disclosures set forth in “Annex 68.1-J”
if
applicable, should appear on the face of the financial statements or
related
notes filed by the persons to whom this Rule pertains.
e.
Schedules
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Please
see “Annex 68.1-M” for
disclosure
requirements.
8.
INTERIM FINANCIAL STATEMENTS
The
following additional instructions shall be applicable for purposes of
preparing
interim financial statements:chanroblesvirtuallawlibrary
a.
Summarized income statement information (See definition of "Summarized
Financial Information, Paragraph 1(b)(xii) under Rule
68) shall be given separately as to each subsidiary not
consolidated
or 50 percent owned person or as to each group of such subsidiaries or
50 percent or less owned persons for which separate individual or group
statements would otherwise be required for annual periods.
b.
If appropriate, the income statement shall show earnings per share and
dividends declared per share applicable to common stock. The
basis
of the earnings per share computation shall be stated together with the
number of shares used in the computation.
c.
If, during the most recent interim period presented, the registrant or
any of its consolidated subsidiaries entered into a business
combination
treated for accounting purposes as a pooling of interests, the interim
financial statements for both the current year and the preceding year
shall
reflect the combined results of the pooled businesses.
Supplemental
disclosure of the separate results of the combined entities for the
periods
prior to the combination shall be given, with appropriate explanations.
i.
Where a material business combination accounted for as a purchase has
occurred
during the current fiscal year, pro forma disclosure shall be
made
of the results of operations for the current year up to the date of the
most recent interim balance sheet provided (and for the corresponding
period
in the preceding year) as though the companies had combined at the
beginning
of the period being reported on. This pro forma information
should
as a minimum show revenues, income before extraordinary items and the
cumulative
effect of accounting changes, including such income on a per share
basis,
and net income per share.
ii.
Where the registrant has disposed of any significant segment of its
business,
revenues and net income--total and per share--for all periods shall be
disclosed.
iii.
In addition to meeting the reporting requirements specified by existing
standards for accounting changes, the registrant shall state the date
of
any material accounting change and the reasons for making it. In
addition, for filings on Form 17-Q, a letter from the independent
accountant
shall be filed as an exhibit in the first Form 17-Q filed subsequent to
the date of an accounting change indicating whether or not the change
is
to an alternative principle which in his judgment is preferable under
the
circumstances; except that no letter from the accountant need be filed
when the change is made in response to a standard adopted by the
Philippine
ASC which requires such change.
iv.
Any material retroactive prior period adjustment made during any period
covered by the interim financial statements shall be disclosed,
together
with the effect thereof upon net income--total and per share--of any
prior
period included and upon the balance of retained earnings. If
results
of operations for any period presented have been adjusted retroactively
by such an item subsequent to the initial reporting of such period,
similar
disclosure of the effect of the change shall be made.
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v.
Any unaudited interim financial statements furnished shall reflect all
adjustments which are, in the opinion of management, necessary to
a fair statement of the results for the interim periods
presented.
A statement to that effect shall be included. Such adjustments
shall
include, for example, appropriate estimated provisions for bonus and
profit
sharing arrangements normally determined or settled at year-end.
If all such adjustments are of a normal recurring nature, a statement
to
that effect shall be made; otherwise, there shall be furnished
information
describing in appropriate detail the nature and amount of any
adjustments
other than normal recurring adjustments entering into the determination
of the results shown.
d.
Periods to be covered - The periods for which interim financial
statements
are to be provided in registration forms are stated in Paragraph 4 of
this
Rule. For filings on Form 17-Q, financial statements shall be
provided
as set forth below:chanroblesvirtuallawlibrary
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i.
An interim balance sheet as of the end of the current interim period
and
a comparative balance sheet as of the end of the immediately preceding
financial year. The balance sheet as of the end of the preceding
fiscal year may be condensed to the same degree as the interim balance
sheet provided. An interim balance sheet as of the end of the
corresponding
fiscal quarter of the preceding fiscal year need not be provided unless
necessary for an understanding of the impact of seasonal fluctuations
on
the registrant's financial condition.
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ii.
Interim statements of income shall be provided for the current interim
period and cumulatively for the current financial year to date, with
comparative
income statements for the comparable interim periods (current and year
-to-date) of the immediately preceding financial year.
iii.
Statement showing changes in equity cumulatively for the current
financial
year to date, with a comparative statement for the comparable
year-to-date
period of the immediately preceding financial year; and
iv.
Interim statements of cash flows shall be provided for the current
financial
year to date, with a comparative statement for the comparable
year-to-date
period of the immediately preceding financial year.
v.
For registrants whose business is highly seasonal, financial
information
for the twelve months ending on the interim reporting date and
comparative
information for the prior twelve-month period may be useful. They
may provide interim statements of income and of cash flows for the
twelve
month period ended during the most recent quarterly period and for the
corresponding preceding period in lieu of the year-to-date statements
specified
in (ii) and (iii) above.
e.
Filing of other interim financial information in certain cases - The
Commission
may, upon the informal written request of the registrant, and where
consistent
with the protection of investors, permit the omission of any of the
interim
financial information herein required or the filing in substitution
therefor
of appropriate information of comparable character. The
Commission
may also by informal written notice require the filing of other
information
in addition to, or in substitution for, the interim information herein
required in any case where such information is necessary or appropriate
for an adequate presentation of the financial condition of any person
for
which interim financial information is required, or whose financial
information
is otherwise necessary for the protection of investors.
9.
PRO FORMA FINANCIAL INFORMATION
a.
Presentation requirements
i.
Pro forma financial information shall be furnished when any of the
following
conditions exist:chanroblesvirtuallawlibrary
A.
During the most recent fiscal year or subsequent interim period for
which
a balance sheet is required by Paragraph 4 of this Rule, a significant
business combination accounted for as a purchase has occurred (for
purposes
of this Rule, the term "purchase" encompasses the purchase of an
interest
in a business accounted for by the equity method);
B.
After the date of the most recent balance sheet filed pursuant to
Paragraph
4, consummation of a significant business combination to be accounted
for
by either the purchase method or pooling-of-interests method of
accounting
has occurred or is probable;
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C.
Securities being registered by the registrant are to be offered to the
security holders of a significant business to be acquired or the
proceeds
from the offered securities will be applied directly or indirectly to
the
purchase of a specific significant business;
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D.
The disposition of a significant portion of a business either by sale,
abandonment or distribution to shareholders by means of a spin-off,
split-up
or split-off has occurred or is probable and such disposition is not
fully
reflected in the financial statements of the registrant included in the
filing;
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E.
During the most recent fiscal year or subsequent interim period for
which
a balance sheet is required by Paragraph 4, the registrant has acquired
one or more real estate operations or properties which in the aggregate
are significant, or since the date of the most recent balance sheet
filed
pursuant to that Part the registrant has acquired or proposes to
acquire
one or more operations or properties which in the aggregate are
significant.
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F.
The registrant previously was a part of another entity and such
presentation
is necessary to reflect operations and financial position of the
registrant
as an autonomous entity; or
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G.
Consummation of other events or transactions has occurred or is
probable
for which disclosure of pro forma financial information would be
material
to investors.
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ii.
A business combination or disposition of a business shall be considered
significant if:chanroblesvirtuallawlibrary
A.
A comparison of the most recent annual financial statements of the
business
acquired or to be acquired and the registrant's most recent annual
consolidated
financial statements filed at or prior to the date of acquisition
indicates
that the business would be a significant subsidiary pursuant to the
definition
specified in Paragraph 1(b)(x) of Rule
68.
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B.
The business to be disposed of meets the definition of a significant
subsidiary
in Paragraph 1(b)(x) of Rule
68.
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iii.
When consummation of more than one transaction has occurred or is
probable
during a fiscal year, the tests of significance in (ii) above shall be
applied to the cumulative effect of those transactions.. If the
cumulative
effect of the transactions is significant, pro forma financial
information
shall be presented.
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iv.
For purposes of this Rule, the term business should be evaluated in
light
of the facts and circumstances involved and whether there is sufficient
continuity of the acquired entity's operations prior to and after the
transactions
so that disclosure of prior financial information is material to an
understanding
of future operations. A presumption exists that a separate
entity,
a subsidiary, or a division is a business. However, a lesser
component
of an entity may also constitute a business. Among the facts and
circumstances which should be considered in evaluating whether an
acquisition of a lesser component of an entity constitutes a business
are
the following:chanroblesvirtuallawlibrary
A.
Whether the nature of the revenue-producing activity of the component
will
remain generally the same as before the transaction; or
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B.
Whether any of the following attributes remain with the component after
the transaction:chanroblesvirtuallawlibrary
I.
Physical facilities.
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II.
Employee base.
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III.
Market distribution system.
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IV.
Sales force.
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V.
Customer base.
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VI.
Operating rights.
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VII.
Production techniques, or
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VIII.
Trade names.
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v.
This Rule does not apply to transactions between a parent company and
its
wholly -owned subsidiary.
b.
Preparation requirements
i.
Objective - Pro forma financial information should provide investors
with
information about the continuing impact of a particular transaction by
showing how it might have affected historical financial statements if
the
transaction had been consummated at an earlier time. Such
statements
should assist investors in analyzing the future prospects of the
registrant
because they illustrate the possible scope of the change in the
registrant's
historical financial position and results of operations caused by the
transaction.
ii.
Form and content
A.
Pro forma financial information shall consist of a pro forma condensed
balance sheet, pro forma condensed statements of income, and
accompanying
explanatory notes. In certain circumstance (i.e., where a limited
number of pro forma adjustments are required and those adjustments are
easily understood), a narrative description of the pro forma effects of
the transactions may be furnished in lieu of the statements described
herein.
chanrobles virtual law library
B.
The pro forma financial information shall be accompanied by an
introductory
paragraph which briefly sets forth a description of (I) the
transaction,
(II) the entities involved, and (III) the periods for which the pro
forma
information is presented. In addition, an explanation of what the
pro forma presentation shows shall be set forth.
C.
The pro forma condensed financial information need only include major
captions
(i.e., the numbered captions) prescribed by the applicable paragraphs
of
this Regulation. Where any major balance sheet caption is less than 10
percent of total assets, the caption may be combined with others.
When any major income statement caption is less than 15 percent of
average
net income of the registrant for the most recent three fiscal years,
the
caption may be combined with others. In calculating average net
income,
a loss year should be excluded unless losses were incurred in each of
the
most recent three years, in which case the average loss shall be used
for
purposes of this test. Notwithstanding these tests, "minimal"
amounts
need not be shown separately.
D.
Pro forma statements shall ordinarily be in columnar form showing
condensed
historical statements, pro forma adjustments, and the pro forma results.
chanrobles virtual law library
E.
The pro forma condensed income statement shall disclose income (loss)
from
continuing operations before non-recurring charges or credits directly
attributable to the transaction. Material non-recurring charges
or
credits and related tax effects which result directly from the
transaction
and which will be included in the income of the registrant within the
12
months succeeding the transaction shall be disclosed separately.
It should be clearly indicated that such charges or credits were not
considered
in the pro forma condensed income statement. If the transaction
for
which pro forma financial information is presented relates to the
disposition
of a business, the pro forma results should give effect to the
disposition
and be presented under an appropriate caption.
chanrobles virtual law library
F.
Pro forma adjustments related to the pro forma condensed income
statement
shall be computed assuming the transaction was consummated at the
beginning
of the fiscal year presented and shall include adjustments which give
effect
to events that are (I) directly attributable to the transaction, (II)
expected
to have a continuing impact on the registrant, and (III) factually
supportable.
Pro forma adjustments to the pro forma condensed balance sheet shall be
computed assuming the transaction was consummated at the end of the
most
recent period for which a balance sheet is required by Paragraph 4 of
this
Rule and shall include adjustments which give effect to events that are
directly attributable to the transaction and factually supportable
regardless
of whether they have a continuing impact or are non-recurring.
All
adjustments should be referenced to notes which clearly explain
the
assumptions involved.
G.
Historical primary and fully diluted per share data based on continuing
operations (or net income if the registrant does not report either
discontinued
operations, extraordinary items, or the cumulative effect of accounting
changes) for the registrant, and primary and fully diluted pro forma
per
share data based on continuing operations before non-recurring charges
or credits directly attributable to the transaction shall be presented
on the face of the pro forma condensed income statement together with
the
number of shares used to compute the per share data. For
transactions
involving the issuance of securities, the number of shares used in the
calculation of the pro forma per share data should be based on the
weighted
average number of shares outstanding during the period adjusted to give
effect to shares subsequently issued or assumed to be issued had the
particular
transaction or event taken place at the beginning of the period
presented.
If a convertible security is being issued in the transaction,
consideration
should be given to the possible dilution of the pro forma per share
data.
chanrobles virtual law library
H.
If the transaction is structured in such a manner that significantly
different
results may occur, additional pro forma presentations shall be made
which
give effect to the range of possible results.
INSTRUCTIONS
The
historical statements of income used in the pro forma financial
information
shall not report operations of a segment that has been discontinued,
extraordinary
items, or the cumulative effects of accounting changes. If the
historical
statement of income includes such items, only the portion of the income
statement through "income from continuing operations" (or the
appropriate
modification thereof) should be used in preparing pro forma results.
chanrobles virtual law library
For
a purchase transaction, pro forma adjustments for the income statement
shall include amortization of goodwill, depreciation and other
adjustments
based on the allocated purchase price of net assets acquired. In
some transactions, such as in financial institution acquisitions, the
purchase
adjustments may include significant discounts of the historical cost of
the acquired assets to their fair value at the acquisition date.
When such adjustments will result in a significant effect on earnings
(losses)
in periods immediately subsequent to the acquisition which will be
progressively
eliminated over a relatively short period, the effect of the purchase
adjustments
on reported results of operations for each of the next five years
should
be disclosed in a note.
For
a disposition transaction, the pro forma financial information shall
begin
with the historical financial statements of the existing entity and
show
the deletion of the business to be divested along with the pro forma
adjustments
necessary to arrive at the remainder of the existing entity. For
example, pro forma adjustments would include adjustments of interest
expense
arising from revised debt structures and expenses which will be
or
have been incurred on behalf of the business to be divested such as
advertising
costs, executive salaries and other costs.
For
entities which were previously a component of another entity, pro
forma adjustments should include adjustments similar in nature to those
referred to in Instruction 3 above. Adjustments may also be
necessary
when charges for corporate overhead, interest, or income taxes have
been
allocated to the entity on a basis other than one deemed reasonable by
management.
chanrobles virtual law library
Adjustments
to reflect the acquisition of real estate operations or properties for
the pro forma income statement shall include a depreciation charge
based
on the new accounting basis for the assets, interest financing on any
additional
or refinanced debt, and other appropriate adjustments that can be
factually
supported. See also Instruction 4 above.
chanrobles virtual law library
When
consummation of more than one transaction has occurred or is probable
during
a fiscal year, the pro forma financial information may be presented on
a combined basis; however, in some circumstances (e.g. depending upon
the
combination of probable and consummated transactions, and the nature of
the filing) it may be more useful to present the pro forma financial
information
on a disaggregated basis even though some or all of the transactions
would
not meet the tests of significance individually. For combination
presentations, a note should explain the various transactions and
disclose
the maximum variances in the pro forma financial information
which
would occur for any of the possible combinations. If the pro
forma
financial information is presented in a proxy or information statement
for purposes of obtaining shareholder approval of one of the
transactions,
the effects of that transaction must be clearly set forth.
Tax
effect, if any, of pro forma adjustments normally should be calculated
at the statutory rate in effect during the periods for which pro forma
condensed income statements are presented and should be reflected as a
separate pro forma adjustment.
chanrobles virtual law library
iii.
Periods to be presented
A.
A pro forma condensed balance sheet as of the end of the most recent
period
for which a consolidated balance sheet of the registrant is required
shall
be filed unless the transaction is already reflected in such balance
sheet.
B.
Pro forma condensed statements of income shall be filed for only the
most
recent fiscal year and for the period from the most recent fiscal year
end to the most recent interim date for which a balance sheet is
required.
A pro forma condensed statement of income may be filed for the
corresponding
interim period of the preceding fiscal year. A pro forma
condensed
statement of income shall not be filed when the historical income
statement
reflects the transaction for the entire period.
C.
For a business combination accounted for as a pooling of interests, the
pro forma income statements (which are in effect a restatement of the
historical
income statements as if the combination had been consummated) shall be
filed for all periods for which historical income statements of the
registrant
are required.
D.
Pro forma condensed statements of income shall be presented using the
registrant's
fiscal year end. If the most recent fiscal year end of any other
entity involved in the transaction differs from the registrant's most
recent
fiscal year end by more than 93 days, the other entity's income
statement
shall be brought up to within 93 days of the registrant's most recent
fiscal
year end, if practicable. This updating could be accomplished by
adding subsequent interim period results to the most recent fiscal
year-end
information and deducting the comparable preceding year interim period
results. Disclosure shall be made of the periods combined and of
the sales and revenues and income for any periods which were excluded
from
or included more than once in the condensed pro forma income statements
(e.g., and interim period that is included both as a part of the fiscal
year and the subsequent interim period.)
E.
Whenever unusual events enter into the determination of the results
shown
for the most recently completed fiscal year, the effect of such unusual
events should be disclosed and consideration should be given to
presenting
a pro forma condensed income statement for the most recent twelve-month
period in addition to those required in paragraph (iii)(B) above if the
most recent twelve-month period is more representative of normal
operations.
chanrobles virtual law library
10.
CONSOLIDATED FINANCIAL STATEMENTS
In
addition to those required under the applicable SFAS/IAS, the following
requirements shall be complied with by the reporting company:chanroblesvirtuallawlibrary
chanrobles virtual law library
a.
Disclosure about Subsidiaries Not Consolidated and 50 Percent or Less
Owned
Persons
i.
Summarized financial information (see definitions in paragraph
1(b)(xii)
of Rule
68) shall be furnished in the notes to the financial statements for
each significant subsidiary not consolidated and for each 50 percent or
less owned person. Notwithstanding the requirement for separate
summarized
financial information for each significant subsidiary, where summarized
financial information of two or more majority-owned subsidiaries not
consolidated
are required, combined or consolidated summarized financial information
of such subsidiaries may be filed subject to principles of inclusion
and
exclusion which clearly exhibit the financial position, cash flows and
results of operations of the combined or consolidated group.
Similarly,
where summarized financial information of two or more 50 percent or
less
owned persons are required, combined or consolidated summarized
financial
information of such persons may be filed subject to the same principles
of inclusion or exclusion referred to above.
chanrobles virtual law library
ii.
Summarized financial information shall be furnished in the aggregate
for
(A) subsidiaries not consolidated and (B) 50 percent or less owned
persons,
not reported upon pursuant to (A) hereof. If in the aggregate,
either
subsidiaries not consolidated or 50 percent or less owned persons would
not constitute a significant subsidiary, it may be stated that such
groupings
would not constitute a significant subsidiary and summarized financial
information is not required.
chanrobles virtual law library
b.
Foreign Subsidiaries
chanrobles virtual law library
A
company covered by this Rule which has a significant foreign subsidiary
or subsidiaries shall submit to the Commission copies of the financial
statements of said subsidiaries.
chanrobles virtual law library
“ANNEX
68.1-J”
General
Notes to Financial Statements
In
addition to the requirements under the applicable SFAS/IAS,
corporations
covered by Rule 68.1 shall comply with the disclosure requirements of
this
Annex.
1.
the nature and remaining undepreciated balance as of December 31, 2002
of foreign exchange losses capitalized as part of property, plant and
equipment;
2.
the nature and the unamortized balance as of December 31, 2002 of
deferred
losses arising from long term foreign exchange liabilities;
3.
the nature and amount of intangible assets (e.g. pre-operating
expenses)
as of December 31, 2002 expected to be written of as a result of
applying
SFAS/IAS 38.
“ANNEX
68.1-K”
Balance
Sheet
In
addition to the requirements under the applicable SFAS/IAS,
corporations
covered by Rule 68.1 shall comply with the disclosure requirements of
this
Annex.
A
registrant shall disclose, either on the face of the balance sheet or
in
the notes to the financial statements, further sub-classifications of
the
line items presented in accordance with this Annex and in a manner
appropriate
to the registrant’s operations and the nature and function of amount
involved.
(1)
Trade and Other Receivables
(A)
State separately receivable from:chanroblesvirtuallawlibrary
(i)
customers (trade);
(ii)
related parties (see definition under paragraph (1)(b)(viii) of Rule
68);
(iii)
other than trade debtors such as loans or advances to officers and
employees;
If
significant in amount, other receivables should be segregated by type,
otherwise, they may be grouped in one figure captioned as Accounts
Receivables-Others,
or other equivalent title.
(B)
Disclose the following amounts recognized during the period:chanroblesvirtuallawlibrary
(i)
allowance for doubtful accounts;
(ii)
reversal of allowances for doubtful accounts.
(2)
Inventories
The
following disclosures shall be provided:chanroblesvirtuallawlibrary
(A)
Declines subsequent to balance sheet date in market prices of inventory
not protected by firm sales contracts.
(B)
Changes in pricing methods and the effects thereof;
(C)
Unusual purchase commitments and accrued net losses, if any, on such
commitments.
(Losses which are expected to arise from firm and uncancellable
commitments
for the future purchase of inventory items should, if material, be
recognized
in the accounts and separately disclosed in the income statement);
(D)
The amount of any substantial and unusual write downs.
(3)
Other Current Assets - State separately any amounts in excess of five
per
cent (5%) of total current assets. The remaining items may be
shown
in one amount.
(4)
Other Long-Term Investments (Investments in bonds and other debt
securities,
long-tem funds and other investments)
State
separately by class of investments any items in excess of five per cent
(5%) of total assets.
(5)
Indebtedness of or Advances to Unconsolidated Subsidiaries and Related
parties - Show separately under this caption non-current advances to
unconsolidated
subsidiaries and related parties.
(6)
Intangible Assets
State
separately, if material in amount, each major class of intangible
assets,
such as goodwill, franchises, patents, copyrights, licenses, secret
processes,
subscription lists, non-competition agreements, and trademarks. They
may
be shown under a separate caption following property plant and
equipment
in the non-current section of the balance sheet or under Other
Assets.
Disclose also the basis of determining their respective amounts.
(7)
Other Assets
State
separately any item which is in excess of 5% of total assets.
(8)
Trade and Other Payables
(A)
The following payables shall be stated separately in the notes to
financial
statements:chanroblesvirtuallawlibrary
(i)
Trade Payables;
(ii)
Payables to subsidiaries;
(iii)
Payables to related parties;
(iii)
Advances from Directors, officers, employees and principal stockholders
and related parties of the company or its related parties (exclude from
this item amounts for purchases subject to usual trade terms, for
ordinary
travel expenses, and for other items arising in the ordinary course of
business).
(iv)
Accruals (Show separately significant accruals for payrolls, taxes
other
than income taxes, interest, and any other material items.).
(B)
The following information shall be also be disclosed:chanroblesvirtuallawlibrary
(i)
Any current liability guaranteed by others;
(ii)
Assets pledged against secured liabilities.
(9)
Other Current Liabilities - If material, state separately in amount the
following in the notes to financial statements:chanroblesvirtuallawlibrary
(A)
Dividends declared and not paid at balance sheet date.
(B)
Acceptances payable
(C)
Liabilities under trust receipts
(D)
Portion of long-term debt due within one year
(E)
Deferred Income
(F)
Any other current liability in excess of 5% of total current liabilities
(10)
Other Long-Term Liabilities - State separately, in the balance sheet or
in a note thereto, any item not properly classified in one of the
preceding
liability captions (Such as deferred income taxes and other long-term
deferred
credits) which is in excess of 5 percent of total liabilities.
“ANNEX
68.1-L”
Income
Statement
In
addition to the requirements under the applicable SFAS/IAS, corporation
covered by Rule 68.1 shall comply with the disclosure requirements of
this
Annex.
(1)
Finance Costs
State
separately in the face or in the notes to financial statements the
amount
of interest expense and amortization of debt discount and expenses for
each of the following:chanroblesvirtuallawlibrary
A.
Interest on bonds, mortgages and other similar long-term debt
B.
Amortization of debt discount, expense or premium
C.
Other interest.
(2)
Other Income
A.
Dividends - State separately, if practicable, the amount of dividends
from:chanroblesvirtuallawlibrary
1.
Securities of related parties and unconsolidated subsidiaries,
2.
Marketable securities, and
3.
Other securities
B.
Equity in earnings (losses) of unconsolidated subsidiaries and
investees
- The investors' share of earnings or losses of unconsolidated
subsidiaries
and investees should ordinarily be shown as a single amount.
C.
Interest Income on Securities - State separately, if practicable, the
amount
of interest from:chanroblesvirtuallawlibrary
1.
Securities of related parties and unconsolidated subsidiaries,
2.
Marketable securities and
3.
Other securities
D.
Gain (loss) on Securities - If gain or loss on disposal of securities
are
shown separately, state gains, net of losses or vice versa and disclose
the method followed in determining the cost of securities sold, e.g.,
"Average
Cost", "First-In" First-Out" or "Specific Identification Method."
F.
Miscellaneous - State separately any material amounts of miscellaneous
other income indicating clearly the nature of the transactions out of
which
the items arose. Miscellaneous other income may be stated net of
miscellaneous income deductions or vice versa, provided that any
material
amounts are set forth separately.
(3)
Other Expenses
State
separately expenditures with material amount or that which constitutes
10% or more of the revenue of the registrant.
(4)
Specific disclosures on the face of the statement or in the notes
A.
Research and development expenditure recognized as an expense during
the
period;
B.
The amount of foreign exchange differences included in the net profit
or
loss for the period;
“ANNEX
68.1-M”
SCHEDULES
This
Annex prescribes the disclosure requirements including the form and
content
of the schedules required by paragraph 7(e) of Rule 68.1.
1.
Except as expressly provided otherwise, the schedules specified below
shall
be filed as of the latest balance sheet date.
2.
The independent auditor's report shall cover the schedules accompanying
the financial statements filed.
3.
In a registration statement filed on SEC Form 12-1, the Schedules need
not be included in Part I - Information Required in Prospectus, but may
be included in Part II - Information Not Required in Prospectus.
4.
INSTRUCTIONS
Schedule
A. Marketable Securities - (Current Marketable Equity Securities and
Other
Short-Term Cash Investments) This schedule shall be filed:chanroblesvirtuallawlibrary
1.
In support of the caption Current Marketable Equity Securities in the
balance
sheet, if the greater of the aggregate cost or the aggregate market
value
of current marketable equity securities as of the balance sheet date
constitute
10 per cent or more of total assets.
2.
In support of the caption Other Short Term Cash Investments, if the
amount
at which other short-term cash investments shown in the balance sheet
constitutes
10 per cent or more of total assets, and
3.
In support of the caption Current Marketable Equity Securities
and
Other Short Term Cash Investments in the balance sheet, if the greater
of the aggregate cost or the aggregate market value of current
marketable
equity securities plus the amount at which other short term cash
investments
is shown in the balance sheet as of the balance sheet date.
Schedule
B. Amounts Receivable from Directors, Officers, Employees, Related
Parties,
and Principal Stockholders (Other than Related parties).
This
schedule shall be filed with respect to each person among the
directors,
officers, employees, and principal stockholders (other than related
parties)
from whom an aggregate indebtedness of more than P100,000 or one per
cent
of total assets, whichever is less, is owed. For the purposes of
this schedule, exclude in the determination of the amount of
indebtedness
all amounts receivable from such persons for purchases subject to usual
terms, for ordinary travel and expense advances and for other such
items
arising in the ordinary course of business.
Schedule
C. Non-Current Marketable Equity Securities, Other Long-Term
Investments
in Stocks, and Other Investments - This schedule shall be filed
in
support of the respective captions on long-term investments in the
balance
sheet. This schedule may be omitted if:chanroblesvirtuallawlibrary
1.
The sum of the captions Non-Current Marketable Equity Securities, Other
Long-Term Investments, and Other Investments in the related balance
sheet
does not exceed five per cent of total assets as shown in the related
balance
sheet at either the beginning or end of the period or
2.
There have been no material changes in the information required
to
be filed from that last previously reported.
Schedule
D. Indebtedness of Unconsolidated Subsidiaries and Related
parties
- The Schedule shall be filed in support of the caption Indebtedness of
Unconsolidated Subsidiaries and Related parties in the balance
sheet.
This schedule may be omitted if:chanroblesvirtuallawlibrary
1.
The amount of all indebtedness of Related parties to the registrant in
such balance sheet does not exceed five per cent of total assets as
shown
in the related balance sheet at either the beginning or end of the
period
or
2.
There have been no material changes in the information required to be
filed
from that last previously reported.
Schedule
E. Intangible Assets - Other Assets – This schedule shall be filed in
support
of the caption Intangible Assets in the balance sheet
Schedule
F. Long-Term Debt - This schedule shall be filed in support of
the
caption Long-Term Debt in the balance sheet.
Schedule
G. Indebtedness to Related Parties - This schedule
shall
be filed to list the total of all non current Indebtedness to Related
Parties
included in the balance sheet. This schedule may be omitted if:chanroblesvirtuallawlibrary
1.
The total Indebtedness to Related Parties included
in
such balance sheet does not exceed five per cent of total assets as
shown
in the related balance sheet at either the beginning or end of the
period;
or
2.
There have been no changes in the information required to be filed from
that last previously reported.
Schedule
H. Guarantees of Securities of Other Issuers. - This
schedule shall be filed with respect to any guarantees of securities of
other issuing entities by the issuer for which the statement is filed.
Schedule
I. Capital Stock - This schedule shall be filed in support of
caption
Capital Stock in the balance sheet.
5.
FORM AND CONTENT
Schedule
A. Marketable Securities - (Current Marketable Equity Securities
and Other Short-term Cash Investments)
Name
of Issuing entity and association of each issue (1)
|
Number
of shares or principal amount of bonds and notes
|
Amount
shown in the balance sheet (2)
|
Valued
based on market quotation at balance sheet date (3)
|
Income
received and accrued
|
1)
Each issue shall be stated separately, except that reasonable grouping,
without enumeration may be made of (a) securities issued or guaranteed
by the Philippine Government or its agencies and (b) securities issued
by others for which the amounts in the aggregate are not more than two
percent of total assets.
(2)
State the basis of determining the amounts shown in the column.
This
column shall be totaled to correspond to the respective balance sheet
caption
or captions.
(3)
This column may be omitted if all amounts that would be shown are the
same
as those in the immediately preceding column.
Schedule
B. Amounts Receivable from Directors, Officers, Employees, Related
Parties
and Principal Stockholders (Other than Related parties).
D
e d u c t i o n s
Name
and Designation of debtor (1)
|
Balance
at beginning of period
|
Additions
|
Amounts
collected (2)
|
Amounts
written off (3)
|
Current
|
Not
Current
|
Balance
at end of period
|
1)
Show separately accounts receivables and notes receivable. In
case
of notes receivable, indicate pertinent information such as the due
date,
interest rate, terms of repayment and collateral, if any.
2)
If collection was other than in cash, explain.
3)
Give reasons for write off.
Schedule
C. Non-Current Marketable Equity Securities, Other Long-Term
Investments
in Stock, and Other Investments
Name
of Issuing entity and description of Investment
(1)
|
Number
of shares or principal amount of bonds and notes
(2)
|
Amount
in Pesos
|
Equity
in earnings (losses) of investees for the period
(3)
|
Other
(4)
|
Distribution
of earnings by investees
(5)
|
Other
(6)
|
Number
of shares or principal amounts of bonds and notes
(2)
|
Amount
in Pesos
(7)
|
Dividends
received from invest-
ments
not accounted for by the equity method
|
1)
Group separately securities of (a) unconsolidated subsidiaries and (b)
other related parties and (c) other companies, the investment in which
is accounted for by the equity method. State separately
investments
in individual related parties which, when considered with related
advances,
exceed two per cent of total assets.
2)
Disclose the percentage of ownership interest represented by the shares
if material.
3)
The total of this column shall correspond to the amount of the related
income statement caption.
4)
Briefly describe each item. Explain if the cost represents other
than a cash expenditure.
5)
As to any dividends other than in cash, state the basis on which they
have
been taken up in the accounts, and the justification for such
treatment.
If any such dividends received from related parties have been
credited
in an amount different from that charged to retained earnings by the
disbursing
company, state the amount of differences and explain.
6)
Briefly describe each item and state:chanroblesvirtuallawlibrary
a)
Cost of securities sold and how determined;
b)
Amount received (if other than cash explain); and
c)
Disposition of resulting profit or loss.
7)
The totals in this column shall correspond to the related balance sheet
captions.
Schedule
D. Indebtedness of Unconsolidated Subsidiaries and Related parties
Name
of Related parties (1)
|
Balance
at beginning of period
|
Balance
at end of period (2)
|
1)
The related parties named shall be grouped as in Schedule C. The
information called for shall be shown separately for each affiliate
whose
investment was shown separately in such related schedule.
2)
For each affiliate named in the first column, explain in a note hereto
the nature and purpose of any material increase.
Schedule
E. Intangible Assets - Other Assets
Deduction
(3)
Description
(1)
|
Beginning
balance
|
Additions
at cost (2)
|
Charged
to cost and expenses
|
Charged
to other accounts
|
Other
changes additions (deductions)
|
Ending
balance
|
1)
The information required shall be grouped into (a) intangibles shown
under
the caption intangible assets and (b) deferrals shown under the caption
Other Assets in the related balance sheet. Show by major
classifications
as indicated in Parts IV-(b)(16).
2)
For each change representing anything other than an acquisition,
clearly
state the nature of the change and the other accounts affected.
Describe
cost of additions representing other than cash expenditures.
3)
If provision for amortization of intangible assets is credited in the
books
directly to the intangible asset account, the amounts shall be stated
with
explanations, including the accounts charged. Clearly state the
nature
of deductions if these represent anything other than regular
amortization.
Schedule
F. Long Term Debt
Title
of Issue and type of obligation (1)
|
Amount
authorized by indenture
|
Amount
shown under caption "Current portion of long-term debt" in related
balance
sheet (2)
|
Amount
shown under caption "Long-Term Debt" in related balance sheet (3)
|
1)
Include in this column each type of obligation authorized.
2)
This column is to be totaled to correspond to the related balance sheet
caption.
3)
Include in this column details as to interest rates, amounts or number
of periodic installments, and maturity dates.
Schedule
G. Indebtedness to Related Parties (Long-Term Loans from Related
Companies)
Name
of related party (1)
|
Balance
at beginning of period
|
Balance
at end of period (2)
|
1)
The related parties named shall be grouped as in Schedule D. The
information called for shall be stated separately for any persons whose
investments were shown separately in such related schedule.
2)
For each affiliate named in the first column, explain in a note hereto
the nature and purpose of any material increase during the period that
is in excess of 10 percent of the related balance at either the
beginning
or end of the period.
Schedule
H. Guarantees of Securities of Other Issuers (1)
Name
of issuing entity of securities guaranteed by the company for which
this
statement is filed
|
Title
of issue of each class of securities guaranteed
|
Total
amount guaranteed and outstanding (2)
|
Amount
owned by person for which statement is filed
|
Nature
of guarantee (3)
|
1)
Indicate in a note any significant changes since the date of the last
balance
sheet filed. If this schedule is filed in support of consolidated
financial statements, there shall be set forth guarantees by any person
included in the consolidation except such guarantees of securities
which
are included in the consolidated balance sheet.
2)
There need be made only a brief statement of the nature of the
guarantee,
such as "Guarantee of principal and interest", "Guarantee of Interest",
or "Guarantee of dividends". If the guarantee is of interest,
dividends,
or both, state the annual aggregate amount of interest or dividends so
guaranteed.
Schedule
I. Capital Stock (1)
Title
of Issue (2)
|
Number
of Shares authorized
|
Number
of shares issued and outstanding at shown under related balance sheet
caption
|
Number
of shares reserved for options, warrants, conversion and other rights
|
Number
of shares held by related parties (3)
|
Directors,
officers and employees
|
Others
|
1)
Indicate in a note any significant changes since the date of the last
balance
sheet filed.
2)
Include in this column each type of issue authorized.
3)
Related parties referred to include persons for which separate
financial
statements are filed and those included in consolidated financial
statements,
other than the issuer of the particular security.
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