Documenti di Didattica
Documenti di Professioni
Documenti di Cultura
832-6149; 8326150
(Telephone Number)
December 31
(Fiscal Year Ending)
(Amendment Designation)
2. 1674
SEC Registration Number
3. 000-479-027
BIR Tax Identification Number
5. Metro Manila
Province, Country or other jurisdiction of incorporation or organization
7. MBC Bldg., Star City, CCP Complex, Roxas Boulevard, Pasay City, M.M.
Address of principal office
9. FJE Bldg., 105 Esteban St., Legaspi Village, Makati City, M.M.
Former name, former address, and former fiscal year, if changed since last report.
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8
of the RSA
11. Are any or all of these securities listed on the Philippine Stock Exchange.
Yes x No.
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If yes, state the name of such stock exchange and the classes of securities listed
therein:
a) has filed all reports required to be filed by section 17 of the SRC and SRC
Rule 17 there under, and Sections 26 and 141 of the Corporation Code of the
Philippines during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports);
Yes x No.
b) has been subject to such filing requirements for the past 90 days.
Yes No. x
13. State the aggregate market value of the voting stock held by non-affiliates of the
registrant.
The aggregate market value of the voting stock held by non-affiliates consisting
of 8,924,700 shares is P8,924,700.00 based on the last known transaction price at
the exchange of P1.00 per share.
14. Check whether the registrant has filed all documents and reports required to be
filed by Section 11 of the RSA subsequent to the distribution of securities under a
plan confirmed by a court or the SEC.
Yes No. NA x
ITEM 1. Business
Business Development
For close to 60 years, the Manila Broadcasting Company (MBC) has been known
for radio stations, radio dramas, radio news, radio promos, radio ads and anything
and everything that is radio. A few years back, however, the new millennium
ushered in an un-chartered era for the media industry, and MBC has taken bold
moves to address the changing needs of the changing times.
Today, we have expanded our operations to embrace both broadcasting and event
organizing. Our current business model provides advertisers with a combination of
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benefits – the traditional appeal of our AM and FM networks plus the high-impact
exposure generated by special events.
In 2003, MBC, in collaboration with Star City and Aliw Theater ventured to bring
together in Manila the award-winning performers and performances from the most
popular festivals all over the Philippines. As daunting as this task may have seemed
at first, “Aliwan Fiesta” turned out to be a sterling success, drawing tens of thousands
to the streets, making it the Philippines' grandest fiesta.
Since then, MBC has put together a string of events including a “Pamaskong Aliwan”
in time for Christmas 2003, Aliwan Fiesta in the summers of 2004 and 2005, and
concerts featuring international stars like Dionne Warwick, Stephen Bishop, Sergio
Mendez, and Toto.
In September 2004, MBC inked a co-production deal with the executive committee of
Metro Manila Film Festival Philippines (MMFFP) paving the way for MBC to act as
the official co-organizer of the 2004 and 2005 Metro Manila Film Festivals.
In 2005, MBC inked a deal to mount the local search for a representative to Global
Battle of the Bands (GBOB). GBOB is the first and only global band competition
open to both amateurs and professionals that gives the chance to represent the country
in the main gig in London and win US$100,000.00 as top prize.
Looking back and looking forward, none of these ventures would be a success without
the invaluable support of our partners, our advertisers. Much in the same way that our
business model is evolving, our time-tested relationships with advertisers are also
changing… becoming stronger and transcending the conventional boundaries of radio.
With these developments, MBC fortified its position of leadership in the local
broadcasting industry as its stations dominated all surveys conducted in 2004 and
2005 by the Radio Research Council (RRC). The series of independent studies
include Metro Manila, Laoag, Dagupan, Puerto Princesa, Bacolod, Iloilo, Davao,
Tuguegarao, Tacloban, Baguio, Iligan, and Zamboanga. Official tallies show MBC
stations leading in all these survey areas.
Official RRC commissioned and supervised study in Metro Manila conducted last
December 7-14, 2005 showed DZMB Love Radio as the over-all most-listened to
station in Metro Manila. Ironically, Love Radio’s strongest competitor is its sister
station, DWYS YES-FM, which occupies the no. 2 slot. On the other hand, DZRH
continues as one of the top ranking AM stations, a tough act to follow in the highly
competitive AM stations’ war.
In Laoag City, results show that DZJC AM Aksyon Radyo stood unbeatable by its
competitors with an audience share of 19.3%, while DZMT/DZRH (Manila) came in
at second with a 4.6% audience share. DWIL FM Love Radio on the other hand,
managed to take hold of the top spot with a staggering 29.1% audience share, leaving
far behind its next rival which only garnered 7.9%.
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11.4%. Also topping the charts in Dagupan is DZRH AM (Manila) and DWCM AM
Aksyon Radyo, which emerged as top 1 and 2, respectively in the AM dial.
Also leading the pack is DYHP AM / DZRH AM in Puerto Princesa City, which
accumulated 8.2% in audience share, while DYEZ FM Love Radio also clinched the
no. 1 position with a winning score of 22.2%.
In Bacolod City, DYEZ finishes first in the AM band with a 9.3% rating, while
DYKS FM Love radio lands at the no. 2 rank with 10.3% in audience share.
In Iloilo City, DYMB FM Love Radio secures the top spot in the FM band with
16.8% audience share while DYOK AM Aksyon Radyo finishes first in the AM band
with 9.3% audience share.
Figures from Davao City survey showed DXBM FM Love radio as the over-all
number one (1) station, both in FM and AM band, with a run-away audience share of
12.7%.
DZRH, the flagship station of MBC broadcasting via satellite to 20 relay stations
strategically located all over the Philippine archipelago, topped the Tuguegarao
survey with an audience share of 12.9 percent from Saturday to Tuesday and 8.2
percent on Sunday.
Figures from Tacloban showed DYVL and DZRH posting a one-two finish among all
AM stations. DYVL is part of Aksyon Radyo, a network composed of MBC's
provincial AM stations.
DYVL clinched the number one spot with audience shares of 14.1 percent during
Thursdays to Saturdays and 8 percent on Sundays. DZRH was second with audience
shares of 3.9 percent during Thursdays to Saturdays.
Aggregate figures of the Tacloban survey show that from Thursday to Sunday more
than seven out of every ten listeners are tuned-in to an MBC station. Combined
weekend and weekday audience shares for DYVL (12.7), DZRH (3.1), and DYTM
(55.6) add up to 71.4 percent.
Data from Baguio City showed that DWMB FM Love Radio is the number one FM
station in the area. Love Radio DWMB garnered an audience share of 14.8 percent
during Thursdays to Saturdays and 5.3 percent during Sundays. The DZRH relay
station in Baguio City led all competitors on the AM band logging an audience share
of 6.1 percent during Thursdays to Saturdays and 5.5 percent during Sundays.
In Iligan City, YES FM DXTL, which opened barely a year ago, bested all other
stations in the area. YES FM DXTL topped the survey by capturing an audience
share of 31.5 percent during Thursdays to Saturdays and 28.6 percent during Sundays.
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In Zamboanga, Hot FM DXHT emerged as the number one FM station with an
audience share of 19.2 percent. Hot FM is the provincial pop-format station of MBC
in the southern Philippines. It commands a solid following among the youth market.
The RRC is the official survey arm of KBP, Philippine Association of National
Advertisers (PANA), and Association of Accredited Advertising agencies (4A’s).
DZRH is MBC’s flagship station broadcasting via satellite to 20 relay stations
strategically located all over the Philippine archipelago, while Love Radio and YES
FM are two FM networks being operated by MBC. These stations utilize an adult
contemporary music format, which combines new chart-topping hits with familiar
songs that are acknowledged as timeless favorites in order to attract listeners from
virtually every age group and economic background. On the other hand, Hot-FM is
the provincial pop format station of MBC. It commands a solid following among the
youth market. Aksyon Radyo is MBC’s network composed of provincial AM
stations.
Business of Issuer
MBC is engaged in the radio broadcasting business. Its banner station is DZRH, the
only nationwide, via satellite, AM station in the country.
MBC engages the services of various local and foreign suppliers in the maintenance
and upgrade of its existing stations and for its new stations. Among its suppliers are
Energy Onix Broadcast Equipment, Broadcast Electronics, Inc., Binariang Satellite of
Malaysia, Comstream Corporation, Power Construction, Guan Industrial Sales, etc.
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MBC is the largest radio network in the country. Its principal competitors include Bombo
Radyo, Radio Mindanao Network, GMA, NBC, the Vera Group, and ABS/CBN. MBC and
its competitors are all engaged in the sale of airtime for advertising. Of the radio advertising
budget of the advertisers, MBC accounts for at least 30% of the market.
MBC boasts of top-rated stations in almost all areas of the country because of its good
program format, talented broadcasters and state-of-the-art equipment. MBC generates sales
through advertising that accounts for more than 99% of the corporate revenue. It has a regular
team of sales executives handling direct placements from advertisers and/or coordinates with
advertising agencies as regards their advertisement placements for their respective clients.
In view of its leadership in size, MBC is capable of offering to clients an effective advertising
package at a lower cost. Big Networks such as MBC can be expected to bring in more
advertising revenues, because it can market its stations more effectively. By packaging the
stations, MBC can lump stations with low listenership level in some areas with stations of
high listenership in other areas.
The company has four programming formats, namely DZRH and Aksyon Radyo stations,
Love Radio, Yes-FM, and Hot-FM, which represent about 51%, 29%, 15% and 5% of the
total broadcasting fees in 2005. The company operates nationwide with one AM and two FM
stations in Metro Manila and 10 Aksyon Radyo, 22 Love Radio, 9 Yes-FM, 4 Hot-FM and
hundreds of Radyo Natin stations in the provinces.
Please refer to note 10, page 19 of the 2005 audited financial statements.
Estimate of the amount spent for research and development activities (3 yrs.)
Whenever required, the Company applies for and secures proper permits,
clearances or exemptions from the Department of Environment and Natural
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Resources, Department of Health, Air Transportation Office, and other
regulatory agencies, for the installation and operation of proposed broadcast
stations nationwide.
The company has 32 employees as of December 31, 2005 and anticipates no material
change within the ensuing twelve months. Twenty Eight (28) employees are under the
operations department of the company while the remaining four (4) are doing administrative
functions. The company has no Collective Bargaining Agreement (CBA) with its employees.
The company’s employees are not on strike, nor have been in the past three years, nor
threatening to go on strike. There are no material supplemental benefits or incentive
arrangements the company has or will have with its employees.
Other Matters
There were no known major risks involved in each of the businesses of the company. The
company has no subsidiaries.
ITEM 2. PROPERTIES
The various stations of MBC are located in the key cities/towns of the Philippines and
are standing on leased sites. Except for the transmitter sites located in Malanday,
Polo, Bulacan, Ortigas Center in Pasig City, Sto. Tomas, Laoag, Barangay Lahug,
Cebu City and Matina Hills, Davao City, the rest of the transmitter sites are also
leased. The above properties are in good condition and have no mortgage or lien. The
carrying values of property and equipment, investments and other assets are reviewed
for impairment when events or changes in circumstances indicate the carrying value
may not be recoverable. Please see note on impairment of assets on pages 15-16 of
the 2005 audited financial statements.
Legal Proceedings
Most of the legal proceedings involving MBC are its various applications pending
with the National Telecommunications Commission involving upgrade of transmitter power
and change of location. There were no applications of new stations for the year 2005.
It is also a defendant in various legal actions arising in the ordinary course of business.
However, any ultimate liability, if any, resulting from these matters will not have a material
effect on the company’s financial position.
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Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders during the fourth quarter
of the calendar year covered by this report.
***************************************************
MBC shares are traded in the Philippine Stock Exchange. The shares are not actively
traded in the market. The last known transaction of MBC shares was last 22 November 2004
at P1.20 per share involving 50,000 shares. Prior to this, the price per share for the last two
calendar years has remained at P1.00 per share equivalent to its par value.
There have been no known recent sales of unregistered securities of the company.
The Board of Directors declared cash dividends of P.0625 per share which was paid
starting September 15, 2005 to stockholders of record as of August 31, 2005. There are no
existing restrictions that limit the ability to declare cash dividends on the common stock.
The number of stockholders for the common shares as of 31 December 2005 is 623. The top
20 Stockholders as of 31 December 2005 are as follows:
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Management’s Discussion and Analysis or Plan of Operation
RESULTS OF OPERATIONS
In spite of the difficult economic factors faced by the business sector in general, MBC
registered an increase in revenue of P27.3 Million or 4.25% from P642.1 Million in 2004 to
P669.4 Million in 2005. This can be attributed to the number 1 and number 2 rating of our
DZMB and YES-FM stations in Metro Manila and the sustained strong rating of DZRH and
provincial stations. The aggressive stance on advertising and promotion campaigns also
proved beneficial as it contributed greatly to the revenue stream of the company.
The cost and operating expenses amounted to P619.2 Million in 2005, up slightly by P22.5
Million or 3.8% from the P596.7 Million incurred the previous year. The 2005 expenses were
higher due mainly to the variable costs associated with the higher revenues generated during
the year such as agency commission and discount, entertainment, amusement and recreation
and personnel expenses. Interest expense decreased by P2.1 Million or 12.0% due to lower prevailing
interest rates and average loan balances in 2005. The increase in rental income of P1.9 Million
represents revenue derived from the investment properties acquired in 2005.
With the aforementioned increase in revenue, our company registered net income of P26.8 Million, an
increase of P7.7 Million or 40.3% over last year figure of P19.1Million.
Our company remains fundamentally strong. Total Assets increased by P8.2 Million or 1.0%
due mainly to the plough-back of cash inflows from operations to investment properties.
MBC is not having or does not anticipate having within the next 12 months any cash flow or
liquidity problems; neither is it in default or in breach of any note, loan, lease or other
indebtedness or financing arrangement requiring it to make payments; nor a significant
amount of the registrant’s trade payables have not been paid within the stated trade terms.
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5. Due from affiliates decreased by P12.6 million or 8.4% mainly due to payments made
to Star Parks Corporation.
6. Property and equipment decreased by P46.6 million or 13.9% mainly due to the
depreciation charges during the year.
7. Investment Properties amounting to P121.5 Million represents acquisition of land and
construction of building intended for future use of the company. The said property is
currently being leased out on a year on year basis to generate revenue in order to
sustain its maintenance costs.
8. Deferred income tax assets increased by P3.2 Million or 14.5% mainly due to the
change in corporate income tax rates and the timing difference of certain non-
deductible expenses in the computation of current year’s actual tax payable.
9. Notes payable decreased by P22.0 million or 16.1% mainly due to improved cash
generated from operations.
10. Accounts payable & accrued expenses increased by P20.5 million or 16.8% mainly
due to increased purchases during the latter part of the year brought by the
construction of investment property mentioned above.
11. Talent Fees and Commissions Payable increased by P4.2 million or 43.4% as a
consequence of the increased revenues generated during the year.
12. Income Tax Payable increased by P4.0 million or 248.2% mainly due to higher net
income for the year.
13. Deferred income tax liability decreased by P1.2 Million or 6.2% due to the change in
corporate income tax rates.
3. Current Ratio
Current Assets 364,404,491 432,632,524
Divide by: Current Liabilities 276,467,121 269,793,400
Current Ratio 1.318 1.604
4. Debt/Equity Ratio
Total Liabilities 307,645,391 302,319,320
Total Stockholders' Equity 523,081,281 520,224,933
Debt/Equity Ratio 0.588 0.581
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Discussion on Key Performance Indicators
1. There was an improvement in ROS. The increase in ROS ratio from 2.97% to 4.00%
is an indication of a favorable trend because the net income has not only increased
peso-wise, it has increased percentage-wise in relation to sales.
2. The EPS increased by P0.019 per share because of the increase in net income with the
total number of outstanding shares remaining constant.
4. The debt-equity ratio remained low at .588 : 1. The low debt-equity ratio is a
favorable indication because the company has more leverage for increasing its credit
lines.
5. The increase in book value per share from P1.292 to P1.299 means that the owner’s
equity of each stockholder has increased in value by P.007/share. The increase was
brought about by the increase in retained earnings, revaluation increment in land and
reserve for fluctuation in available-for-sale financial assets while maintaining the
number of outstanding shares.
PLAN OF OPERATION
Metro Manila truly belongs to MBC. MBC, the biggest radio network, has the figures to
show for. In the recent Radio Research Council (RRC) survey commissioned by the
Kapisanan ng mga Brodkaster ng Pilipinas (KBP) last December 7-14, 2005, MBC garnered a
hefty total of 47.8 percent, combining the ratings of its flagship stations, DZRH, Love Radio
and YES-FM. This outstanding performance thus makes MBC the most powerful radio
network with the biggest share of the ratings pie. One out of two radio listeners in Metro
Manila is sure to be tuning in to an MBC station, at any given time of the day at any given
week. This success can be attributed to continuous programming and marketing innovations
in the MBC headquarters.
This year, MBC will sustain or even capture a bigger share of the market by bringing in a host
of promising new event performances, thus boosting audience share and creating a pipeline of
revenue streams that will compliment its existing airtime revenues. MBC, always ready to
shake things up in every event it partakes in, takes part in regional events across the country.
MBC is set to stage its own concert featuring popular acts and local favorites in various
provincial festivals such as Araw ng Dabaw, Pistay Dayat, Kadayawan sa Davao, GenSan
Tuna Festival, Naga Penafrancia, Zamboanga Festival, Bacolod Masskara, Dagupan
Panganadew and Baguio Tossed Salad Festival.
The company has just concluded a Thank You Party in February 2006 at the Aliw Theater
featuring live performances from well-known artists plus a full slate of games and raffles.
Seasonal festivals and events mounted by MBC in cooperation with local government units
and sponsors bring radio entertainment and involvement to the next level. This goes a long
way in keeping listeners tuned-in. MBC is embarking on yet another innovative series as it
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takes the excitement to the waters with the staging of the 2nd Manila Bay Festival and the
Manila Bay Summer Festival last March 2006. From there, it is back on land as MBC is once
again gearing up for the fourth run of the Philippines’ grandest fiesta, The Aliwan Fiesta.
Now on its fourth year, Aliwan Fiesta brings together the best of the best Philippine festivals,
highlighted by spirited street dancing peculiar to the participating regions that display richness
of their respective culture and tradition. Thousands of the country’s cultural dance
performers, finest craftsmen, and amateur models will gather to compete in Dance Parade
Competition, Float Competition, and Reyna ng Aliwan beauty pageant.
With all of these lined-up, our most valued partners, listeners all over the country can look
forward to a sizzling summer full of excitement.
In December of this year, MBC, in coordination with MMDA, plans to host once again the Metro
Manila Film Festival, the biggest movie event in the country. We will handle certain aspects of the
festival activities like the Stars on Parade, Streetball/Volleyball with the Stars, Star Bazaar and Fans
Day, Rock with the Stars and Awards Night of the said Festival.
The initial planned Capex for the year 2006 is the improvement of existing regular stations
nationwide. The proposed budget for the said Capex is P75.0 Million, which will be funded
by cash flows from operations.
• There are no seasonal aspects that had a material effect on the financial condition or
results of operations.
• There are no unusual items affecting assets, liabilities, equity, net income, or cash
flows.
• There are no changes in estimates of amounts reported in prior interim periods of the
current financial year or in estimates of amounts reported in prior financial years.
• There are no material events subsequent to the end of the accounting period that have
not been reflected in the financial statements for the period.
• There are no changes in the composition of the issuer during the accounting period,
including business combinations, acquisition or disposal of subsidiaries and long-term
investments, restructurings, and discontinuing operations.
• There are no changes in contingent liabilities or contingent assets since the last annual
balance sheet date.
• There are no material contingencies and any events or transactions that are material to
an understanding of the current interim period.
• There are no known trends, demands, commitments, events or uncertainties that will
have a material impact on the company’s liquidity;
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• There are no known trends, events or uncertainties that have had or that are reasonably
expected to have a material impact on the net sales or revenues or income from
continuing operations;
• There are no significant elements of income or loss that did not arise from the
company’s continuing operations;
• There are no seasonal aspects that had a material effect on the financial condition or
results of operations.
• There are no known events that will trigger direct or contingent financial obligation
that is material to the company, including any default or acceleration of an obligation.
• The pricing of inter-segment transfers was based on cost at the time of transaction.
• There were no changes in accounting policies adopted for segment reporting that have
a material effect on segment information.
RESULTS OF OPERATION
As 2004 was no different than 2003 in terms of the prevailing economic factors that made
doing business more difficult, the company registered a slight decline in gross revenues of
3.8% from P667.2 Million in 2003 to P642.1 Million in 2004. The reasons for the decline in
gross revenues can be attributed to decline in industry advertising minutes and stiff
competition.
The cost and operating expenses amounted to P594.7 Million in 2004, down by P32.9 Million or 5.2%
from the P627.6 Million incurred the previous year. The 2003 expenses were higher due mainly to the
higher provision for doubtful accounts charged to operations during the year as a result of a thorough
review of trade receivables. Interest expense increased by P.8 Million or 4.8% due to higher
prevailing interest rates in 2004. Other income was higher by P6.6 Million in 2003 than in 2004 due
mainly to the reclassification of advances made by various clients for commercial airtime to “Other
Income” account during the year 2003.
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Despite the decrease in gross revenues, the company registered a slight increase in Net Income before
Tax of P.23 Million or .1% in 2004.
Our company remains fundamentally strong. Although Total Assets decreased by P34.5
Million or 4%, this was mainly due to the acceleration of payment of bank loans and trade
payables. Working Capital improved to 1.05:1 from 1.03:1 the previous year. This enabled the
company to meet its maturing obligations without difficulty. Total Debt to Equity ratio remained
constant at a .6:1, which is a favorable indication because suppliers and banks prefer a low debt to
equity ratio.
There were no major capital expenditures for the year. Operating income before working
capital changes was used primarily to pay bank loans and trade payables.
MBC is not having or does not anticipate having within the next 12 months any cash flow or
liquidity problems; neither is it in default or in breach of any note, loan, lease or other
indebtedness or financing arrangement requiring it to make payments; nor a significant
amount of the registrant’s trade payables have not been paid within the stated trade terms.
2. Material and Supplies increased by P.76 million or 6.5% mainly due to accelerated
purchases of certain items being used for the operations during the period specifically
spare parts of radio stations.
3. Due from affiliates increased by P12.8 million or 9.4% mainly due to increase in
advances to Star Parks Corporation.
4. Property and equipment decreased by P54.2 million or 16.7% mainly due to the
depreciation charges during the year.
5. Other non-current assets decreased by P2.4 million or 31.5% mainly due to the
reclassification of some rental deposits under noncurrent assets to Advances to Station
under the Receivables account.
6. Notes payable decreased by P8.6 million or 5.9% mainly due to excess cash from
operations.
7. Accounts payable & accrued expenses decreased by P43.7 million or 26.37% mainly
due to accelerated payment of trade suppliers.
8. Talent Fees and Commissions Payable decreased by P4.0 million or 28.93% mainly
due to accelerated payment of these accounts.
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9. Income Tax Payable increased by P1.4 million or 576% mainly due to higher income
tax payable for the last quarter of 2004.
10. Retained Earnings increased by P20.4 million or 32.24% as a result of net income of
the company.
3. Current Ratio
Current Assets 283,206,994 335,064,763
Divide by: Current Liabilities 269,793,400 324,717,883
Current Ratio 1.050 1.032
4. Debt/Equity Ratio
Total Liabilities 289,675,625 324,717,883
Total Stockholders' Equity 528,822,645 528,269,530
Dedt/Equity Ratio 0.548 0.615
1. There was an improvement in ROS. The increase in ROS ratio from 3.08% to 3.18%
is an indication of a favorable trend because although the net income has not increased
peso-wise, it has increased percentage-wise in relation to sales.
2. The EPS remained constant at .051:1 because the net income was almost the same as
last year and the total number of outstanding shares remained constant.
3. The current ratio remained almost constant when compared to last year. The present
current ratio of 1.05:1 indicates that all immediate maturing obligations will be paid
on time without difficulty.
4. The debt-equity ratio remained low at .548 : 1. The low debt-equity ratio is a
favorable indication because the company has more leverage for increasing its credit
lines.
5. The increase in book value per share from P1.312 to P1.313 means that the owner’s
equity of each stockholder has increased in value by P.001/share. The increase was
brought about by the increase in retained earnings while maintaining the number of
outstanding shares.
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PLAN OF OPERATION
All the survey results are in and MBC has reason to celebrate. The year 2004 was a banner
year for all our networks. MBC stations emerged at the top of every survey conducted by the
Radio Research Council (RRC) last year. Our flagship AM station DZRH, along with Love
Radio and Yes-FM turned in brilliant ratings further bolstering MBC's position as the leading
radio network in the country.
This year, MBC will capture a bigger share of the market by bringing in a host of promising new
event performances, thus boosting our audience share and creating a pipeline of revenue streams that
will compliment the existing airtime revenues. Aside from the successful movie premier showing and
on-air and field promotions, we will be staging a series of concerts at the Aliw Theater featuring both
local and foreign artists.
The company has just concluded a Thank You Party on March 9, 2005 at the Aliw Theater
featuring a live performance from Area 1 plus a full slate of games and raffles. Seasonal
festivals and events mounted by MBC in cooperation with local government units and
sponsors bring radio entertainment and involvement to the next level. This goes a long way in
keeping listeners tuned-in. From the air, MBC is embarking on yet another innovative series
as it takes the excitement to the waters with the Manila Bay Festival and the Manila Bay
Summer Festival. From there, it's back on land as MBC is once again gearing up for the third
run of the Philippines’ grandest fiesta, The Aliwan Fiesta 2005.
With all of these lined-up, our most valued partners, listeners all over the country can look
forward to a sizzling summer full of excitement.
In December of this year, MBC, in coordination with MMDA, plans to host once again the Metro
Manila Film Festival, the biggest movie event in the country. We will handle certain aspects of the
festival activities like the Stars on Parade, Streetball/Volleyball with the Stars, Star Bazaar and Fans
Day, Rock with the Stars and Awards Night of the said Festival.
The planned Capex for the year 2005 is the increase in the number of small radio stations, and
improvement of existing regular stations nationwide and extension offices. The proposed
budget for the said Capex is P100 Million, which will be funded by cash flows from
operations and bank loans.
• There are no seasonal aspects that had a material effect on the financial condition or
results of operations.
• There are no unusual items affecting assets, liabilities, equity, net income, or cash
flows.
• There are no changes in estimates of amounts reported in prior interim periods of the
current financial year or in estimates of amounts reported in prior financial years.
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• There are no material events subsequent to the end of the accounting period that have
not been reflected in the financial statements for the period.
• There are no changes in the composition of the issuer during the accounting period,
including business combinations, acquisition or disposal of subsidiaries and long-term
investments, restructurings, and discontinuing operations.
• There are no changes in contingent liabilities or contingent assets since the last annual
balance sheet date.
• There are no material contingencies and any events or transactions that are material to
an understanding of the current interim period.
• There are no known trends, demands, commitments, events or uncertainties that will
have a material impact on the company’s liquidity;
• There are no known trends, events or uncertainties that have had or that are reasonably
expected to have a material impact on the net sales or revenues or income from
continuing operations;
• There are no significant elements of income or loss that did not arise from the
company’s continuing operations;
• There are no seasonal aspects that had a material effect on the financial condition or
results of operations.
• There are no known events that will trigger direct or contingent financial obligation
that is material to the company, including any default or acceleration of an obligation.
• The company and three (3) affiliated broadcasting companies, namely, Cebu
Broadcasting Company (CBC), Philippine Broadcasting Company (PBC), and Pacific
Broadcasting Systems, Inc. (PBSI) entered into Marketing Agreements, whereby the
affiliated companies designated MBC as their sole marketing outfit for the sale,
promotion and marketing of the radio commercial airtime of all radio broadcast
stations of the said affiliated companies. Please refer to page 8, note 8 of the 2004
audited financial statements.
• The pricing of inter-segment transfers was based on cost at the time of transaction.
17
• There were no changes in accounting policies adopted for segment reporting that have
a material effect on segment information.
Name Position
Fred J. Elizalde - Chairman of the Board
Hadrian V. Arroyo - Vice Chairman
/Corporate Secretary
Ruperto S. Nicdao, Jr. - President
Julio P. Macuja II - EVP-Treasurer
Eduardo G. Cordova - SVP-CFO
Juan Manuel Elizalde - VP-Operations
Jose M. Taruc - VP-DZRH
Irving A. Lisondra - VP-Creative Services
Robert A. Pua - VP-Controller
Elpidio Macalma - AVP- DZRH
Ellen C. Fullido - AVP-HRD
Carlea C. Miranda - AVP-Treasury
Mario Valentino M. Victa - AVP
*Independent Directors
18
Fred J. Elizalde has been serving as Director/Chairman of the company since 1985. He is also
currently serving as Chairman/President of Philippine International Corporation (Philcite),
Star Parks Corporation (Star City), Elizalde Holdings Corporation and Northern Capiz Agro-
Industrial Development Corporation (Norcaic). He has also served as past
Chairman/President of Asean Section, Asean-U.S. Business Council, Philippine Chamber of
Commerce & Industry, Confederation of Asian Chambers of Commerce & Industry, etc. In
2005, he was appointed as member of the Boracay Eminent Persons Group. He graduated
Magna Cum Laude from Harvard University with a degree of Bachelor of Arts Major in
Social Relations.
Ruperto S. Nicdao, Jr. is the current President of the company. He has been serving as
Director of the company since 1988. He is also serving as Director of Philippine International
Corporation, Star Parks Corporation, Elizalde Holdings Corporation and Cultural Center of
the Philippines. He is the President of Kapisanan ng mga Brodkasters sa Pilipinas (KBP) and
a member of the Financial Executives Institute of the Philippines, Philippine Chamber of
Commerce and Industry and the Makati Business Club. He obtained his Master’s in Business
Administration from Asian Institute of Management and his AB-Honors (Major in Math),
Magna Cum Laude, from De La Salle College.
Hadrian V. Arroyo has been a Director of the and been with the company since 1967. He
was elected as Vice-Chairman of the company in 2004 and has been serving as Corporate
Secretary of the company since 2002. company since 1988. He was appointed as Vice-
Chairman of the company in 2004 and has been serving as Corporate Secretary of the
company since 2002. He is also the Chairman/President of our affiliate Cebu Broadcasting
Company since 1982. Currently, he is also the Vice-chairman of Star Parks Corporation,
operator of an amusement/theme park in Roxas Boulevard. A lawyer who graduated from the
Ateneo de Manila in 1972, he placed #14 in the 1972 bar exams.
Eduardo G. Cordova has been a Director of the company since 1988 and is currently the SVP-
CFO of the company and Elizalde Holdings Corporation. He is also Chairman/President of
our affiliate Philippine Broadcasting Company. He is a member of the Philippine Institute of
Certified Public Accountants (PICPA). He is a Certified Public Accountant and obtained his
master’s degree in business administration, with honors, from University of St. La Salle and
his bachelor’s degree in business administration from University of the East. He is a member
of the Philippine Institute of Certified Public Accountants (PICPA).
Julio P. Macuja is currently the EVP/Treasurer and Director of the company when he joined
in 1999. He was formerly connected with BPI Treasury Group and Director of Ateneo Center
for Social Policy and Public Affairs. He holds a MA (Econ.) in Development Studies from
the University of Manchester, U.K.
Juan Manuel Elizalde is currently the VP-Operations and has been connected with the
company since 1994 in various capacities. He holds an AB Mass Communication degree
from Menlo College, Menlo Park, California, U.S.A.
Jose M. Taruc has been with the company since 1986. He is a multi-awarded broadcast
professional and is currently the Station Manager with rank of Vice President of our flagship
19
station DZRH-AM. He is an accounting graduate of Jose Rizal College and was involved
with other broadcast networks as reporter prior to joining the company.
Family Relationships
Mr. Juan Manuel Elizalde, VP-Operation and Director, is the son of the
Chairman/Director, Fred J. Elizalde.
None of the directors and officers was involved during the past five (5) years in any
bankruptcy proceeding. Neither have they been convicted by final judgment in any
criminal proceeding, or been subject to any order, judgment or decree of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise
limiting their involvement in any type of business nor found in action by any court or
administrative bodies to have violated any law.
The Company has no pending material legal proceedings for and against it.
Significant Employee
There is no person who is not an executive officer but who is expected by the company to
make a significant contribution to the business.
Executive Compensation
20
Name Year Salary Bonus Others
Fred J. Elizalde
Chairman/CEO 2002 2,863,615.53 0.00 0.00
2003 713,182.43 0.00 0.00
2004 2,863,615.53 0.00 560,688.00
2005 4,800,262.13 0.00 390,933.00
2006 (Est.) 4,800,262.13 0.00 390,933.00
Elpidio Macalma
AVP-DZRH 2002 235,678.50 0.00 0.00
2003 0.00 0.00 0.00
2004 0.00 0.00 0.00
2005 0.00 0.00 0.00
2006 (Est.) 0.00 0.00 0.00
Ruperto S. Nicdao,Jr.
President 2002 874,497.48 0.00 0.00
2003 0.00 0.00 0.00
2004 0.00 0.00 0.00
2005 0.00 0.00 0.00
2006 (Est.) 0.00 0.00 0.00
Jose M. Taruc
VP-DZRH 2002 150,348.42 0.00 0.00
2003 0.00 0.00 0.00
2004 0.00 0.00 0.00
2005 0.00 0.00 0.00
2006 (Est.) 0.00 0.00 0.00
21
Boulevard, Pasay R/B
City, M.M. (major
stockholder)
Romulo Mabanta
Buenaventura
Sayoc & delos
Angeles Law 69,910,993.25
th
Offices*, 30 Floor, Filipino 17.36%
Citibank Tower, R
8741 Paseo de
Roxas, Makati City,
M.M. (Trust Fund
for the Elizalde
Children)
Cebu Broadcasting
nd
Company*, 2
Floor, MBC Bldg.,
CCP Complex, 50,000,000 Filipino 12.42%
Roxas Boulevard,
Pasay City, M.M. R/B
(Affiliate
Broadcast
Company)
*Elizalde Holdings Corporation is owned by various trust funds that have executed voting trusts in
favor of the Chairman, Fred J. Elizalde. Elizalde Land, Inc. and Cebu Broadcasting Company are
100% owned subsidiaries of Elizalde Holdings Corporation. Mr. Eduardo G. Cordova and Atty.
Hadrian V. Arroyo are the persons designated to exercise voting power over the shares of ELI and
CBC respectively in the registrant.
*The Romulo Mabanta, et al. Trust Fund is represented by its designated representative in the person
of Atty. Reynaldo G. Geronimo.
22
Hadrian V. 46,111 (R/B) 0.00% Filipino
Arroyo, Vice
Chairman-Corp.
Secretary
Ruperto S. 129,201 (R/B) 0.03% Filipino
Nicdao, Jr.,
President
Changes in Control
There are no arrangements that may result in a change in control of the company.
The company, through its Compliance Officer, evaluates the level of compliance of the Board
of the Directors and top-level management with the Manual of Corporate Governance semi-
annually. As of December 31, 2005, the members of the Audit, Nominating and
23
Compensation Committees have been appointed and will be recommended for re-appointment
once the new Board is constituted. There were no deviations from the company’s Manual of
Corporate Governance noted during the year 2005. The company continues to strive to
integrate the mandate of good corporate governance in its daily life.
(a) Exhibits
The audited financial statements ending 31 December 2005 are hereto attached
and incorporated by reference.
24
25
26
27
28
COVER SHEET
1 6 7 4
SEC Registration Number
M A N I L A B R O A D C A S T I N G C O M P A N Y
M B C B u i l d i n g , S t a r C i t y
C C P C o m p l e x , R o x a s B o u l e v a r d
P a s a y C i t y
1 2 3 1 A A F S
Month Day (Form Type) Month Day
(Calendar Year) (Annual Meeting)
Not Applicable
(Secondary License Type, If Applicable)
Not Applicable
Dept. Requiring this Doc. Amended Articles Number/Section
Document ID Cashier
STAMPS
Remarks: Please use BLACK ink for scanning purposes.
999
29
Manila Broadcasting Company
Financial Statements
December 31, 2005 and 2004
and
30
31
MANILA BROADCASTING COMPANY
BALANCE SHEETS
December 31
2004
(As restated,
2005 Note 2)
ASSETS
Current Assets
Cash (Note 11) =
P27,249,435 P
=57,400,711
Receivables - net (Notes 5, 8 and 11) 188,639,328 204,185,011
Due from affiliates (Notes 10 and 11) 136,828,655 149,425,530
Materials and supplies - at net realizable value 10,269,747 12,410,774
Prepaid expenses and other current assets 1,417,326 9,210,498
Total Current Assets 364,404,491 432,632,524
Noncurrent Assets
Available-for-sale financial assets (Note 11) 26,099,910 –
Property and equipment - net (Note 6)
At cost 223,854,747 270,461,173
At revalued amount 65,762,180 65,762,180
Investment properties - net (Note 7) 121,479,024 –
Deferred income tax assets (Note 16) 25,308,432 22,106,346
Investment in shares of stock - at cost – 26,029,910
Other noncurrent assets 3,817,888 5,552,120
Total Noncurrent Assets 466,322,181 389,911,729
TOTAL ASSETS P
=830,726,672 =822,544,253
P
32
MANILA BROADCASTING COMPANY
STATEMENTS OF INCOME
33
MANILA BROADCASTING COMPANY
STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
BALANCES AT DECEMBER 31, 2003, AS RESTATED 402,803,777 79,354 42,249,728 – 56,160,912 (120,787) 501,172,984
BALANCES AT DECEMBER 31, 2004, AS RESTATED 402,803,777 79,354 42,249,728 – 75,212,861 (120,787) 520,224,933
Total income and expense for the year directly recognized in equity – – 1,242,639 70,000 – – 1,312,639
Total income and expense for the year – – 1,242,639 70,000 26,756,350 – 28,068,989
Cash dividends, P
=0.06 per share – – – – (25,167,673) – (25,167,673)
1. Corporate Information
Manila Broadcasting Company (the Company) was incorporated in the Philippines. The Company is
primarily engaged in the business of radio broadcasting. The registered office address of the
Company is MBC Building, Star City, CCP Complex, Roxas Boulevard, Pasay City.
In 2002, the “Hating Kapatid” system (the System) was devised to change the way the Company was
handling the operations of the radio stations as well as its marketing, engineering, administrative,
and financial functions (support functions). Under the System, the operations of each radio station
and support services functions were outsourced to service companies managed and operated by
former station managers and officers of the Company (affiliated service companies). As such,
substantially all employees of the Company were separated. The affiliated service companies are
responsible for the day-to-day operations of their respective units including expenses related to their
respective operations. As consideration for the services rendered by the affiliated service companies
under the System, the Company pays service fees based on a certain percentage of collection (see
Note 10). As approved by the Board of Directors (BOD), the Company shall provide financial
support to certain radio stations through advances as well as payment of certain operating expenses
of the said radio stations until these radio stations can financially sustain their operations.
The accompanying financial statements were authorized for issue by the BOD on April 11, 2006.
The principal accounting and financial reporting policies adopted in preparing the financial
statements of the Company are as follows:
Basis of Preparation
The accompanying financial statements of the Company are prepared in compliance with accounting
principles generally accepted (GAAP) in the Philippines as set forth in Philippine Financial
Reporting Standards (PFRS) using the historical cost convention, except for land and available-for-
sale financial assets which have been measured at fair value. These are the Company’s first
financial statements prepared in compliance with PFRS.
The Company prepared its financial statements until December 31, 2004 in accordance with
Statements of Financial Accounting Standards and Statement of Financial Accounting
Standards/International Accounting Standards. The Company applied PFRS 1, First-time Adoption
of Philippine Financial Reporting Standards, in preparing the financial statements, with January 1,
2004 as the date of transition. The transition to PFRS resulted in certain changes to the Company’s
previous accounting and financial reporting policies. The comparative figures for the 2004 financial
statements were restated to reflect the adjustments resulting from the adoption of new and revised
accounting standards except Philippine Accounting Standards (PAS) 32, Financial Instruments:
Disclosure and Presentation and PAS 39, Financial Instruments:
-2-
Recognition and Measurement. Based on the exemption available under PFRS 1 and as allowed by
Philippine Securities and Exchange Commission (SEC), the Company applied PAS 32 and 39 from
January 1, 2005. An explanation of how the transition to PFRS has affected the reported financial
position and financial performance of the Company is disclosed separately.
• PAS 19, Employee Benefits, prescribes the accounting and disclosures by employers for employee
benefits (including short-term employee benefits, post-employment benefits, other long-term employee
benefits and termination benefits). For post-employment benefits classified as defined benefit plans, the
standard requires (a) the use of the projected unit credit method to measure a company’s obligations and
costs; (b) a company to determine the present value of defined benefit obligations and fair value of any
plan assets with sufficient regularity; and, (c) the recognition of a specific portion of net cumulative
actuarial gains and losses when the net cumulative amount exceeds 10% of the greater of the present
value of the defined benefit obligation or 10% of the fair value of the plan assets, but also permits the
immediate recognition of these actuarial gains and losses.
The change in accounting policy was accounted for retroactively and the comparative financial
statements for 2004 were restated. Retained earnings as of December 31 and January 1, 2004 decreased
by P=8.6 million and P =7.2 million, respectively, representing the increase in the retirement benefit
obligation, net of deferred income tax effect of P =4.0 million and P =3.4 million, respectively. The
restatement increased liabilities as of December 31, 2004 by P=12.6 million. The decrease in net income
in 2004 of P
=1.4 million represents the increase in retirement benefit expense, net of the related deferred
income tax effect of P
=0.7 million.
• PAS 21, The Effects of Changes in Foreign Exchange Rates, prohibits the capitalization of
foreign exchange losses and also requires a company to determine its functional currency and
measure its results and financial position in that currency. Translation procedures are specified
when the presentation currency used for reporting differs from the company’s functional
currency. Adoption of PAS 21 did not have any impact on the financial statements. The
Company has determined its functional currency as Philippine peso.
• PAS 32, Financial Instruments: Disclosure and Presentation, covers the disclosure and
presentation of all financial instruments. The standard requires more comprehensive disclosures
about the company’s financial instruments in the financial statements. New disclosure
requirements include terms and conditions of financial instruments used by the company, types
of risks associated with financial instruments (market risk, price risk, credit risk, liquidity risk,
and cash flow risk), fair value information of financial assets and financial liabilities, and the
company’s financial risk management policies and objectives. The standard also requires
financial instruments to be classified as liabilities or equity in accordance with their substance
and not their legal form.
-3-
• PAS 39, Financial Instruments: Recognition and Measurement, establishes the accounting and
reporting standards for recognizing and measuring a company’s financial assets and financial
liabilities. The standard requires a financial asset or financial liability to be recognized initially at
fair value. Subsequent to initial recognition, the company should continue to measure financial
assets at their fair values, except for loans and receivables and held-to-maturity investments, which
are to be measured at cost or amortized cost using the effective interest rate method. Financial
liabilities are subsequently measured at cost or amortized cost, except for liabilities classified as “at
fair value through profit or loss” and derivatives, which are subsequently to be measured at fair
value.
PAS 39 also covers the accounting for derivative instruments. This standard has expanded the
definition of a derivative instrument to include derivatives (and derivative-like provisions)
embedded in non-derivative contracts. Under the standard, every derivative instrument is
recorded in the balance sheets as either an asset or liability measured at its fair value.
Derivatives that do not qualify as hedges are adjusted to fair value through income. If a
derivative is designated and qualifies as a hedge, depending on the nature of the hedging
relationship, changes in the fair value of the derivative are either offset against the changes in
fair value of the hedged assets, liabilities, and firm commitments through earnings, or recognized
in equity until the hedged item is recognized in earnings. A company must formally document,
designate and assess the hedge effectiveness of derivative transactions that receive hedge
accounting treatment. Derivatives that are not designated and do not qualify as hedges are
adjusted to fair value through income.
As allowed by the Philippine SEC, the adoption of PAS 39 did not result in the restatement of
prior year’s financial statements. The cumulative effect of adopting the accounting standard was
charged against the January 1, 2005 retained earnings.
The adoption of PAS 39 increased net income for the year ended December 31, 2005 by
=0.06 million and increased equity by P
P =0.03 million as of January 1, 2005, representing the
designation of investment of shares of stock as available-for-sale financial assets and fair value
adjustment amounting to P =0.07 million, and the effect of the recognition of refundable deposits
at fair value on inception date and the subsequent accretion amounting to P=0.04 million.
• PAS 40, Investment Property, prescribes the accounting treatment for investment
property which is defined as land and/or building held to generate income or for capital
appreciation or both. An investment property is initially recognized at cost. Subsequent
to initial recognition, an investment property is either carried at (i) cost less accumulated
depreciation and any impairment in value, or (ii) fair value, wherein fair value
movements are recognized as income or expense. Transfers to or from investment
property classification are made only when there is evidence of a change in use. Adoption
of this standard resulted in the recognition of land and building acquired in 2005 as
“Investment properties” in the 2005 balance sheet. The Company adopted the cost
method in accounting for its investment properties.
-4-
• PFRS 2, Share-based Payments, sets out the measurement principles and accounting requirements for
share-based payment transactions with employees or other parties to be settled in cash, other assets, or
equity instruments of the entity. The adoption of this standard has no material impact on the Company’s
financial statements.
• PFRS 5, Noncurrent Assets Held for Sale and Discontinued Operations, specifies the accounting for
assets held for sale and the presentation and disclosure requirements for discontinued operations. Under
this standard, qualifying noncurrent assets or disposal groups held for sale shall be carried at fair value
less cost to sell if this amount is lower than its carrying amount less accumulated impairment losses. The
Company shall not depreciate (or amortize) noncurrent assets (or disposal groups) while classified as held
for sale. Any gain or loss on the remeasurement of a noncurrent asset (disposal group) classified as held
for sale shall be included in the profit or loss from continuing operations. As of December 31, 2005 and
2004, the Company has no qualifying noncurrent assets held for sale.
The adoption of the following revised accounting standards does not have a material effect on the
Company’s financial statements. Additional disclosures required by the revised accounting standards
were included in the Company’s financial statements.
• PAS 1, Presentation of Financial Statements, provides a framework within which an entity assesses how
to present fairly the effects of transactions and other events; provides the base criteria for classifying
liabilities as current or noncurrent; prohibits the presentation of income from operating activities and
extraordinary items as separate line items in the statements of income; and specifies the disclosures about
key sources of estimation, uncertainty and judgments that management has made in the process of
applying the entity’s accounting policies.
• PAS 2, Inventories, reduces the alternatives for measurement of inventories. It does not permit the use of
the last in, first out formula to measure the cost of inventories. Moreover, the revised accounting
standards does not permit foreign exchange differences arising directly on the recent acquisitions of
inventories invoiced in a foreign currency to be included in the cost of purchase of inventories.
• PAS 8, Accounting Policies, Changes in Accounting Estimates and Errors, removes the concept of
fundamental error and the allowed alternative to retrospective application of voluntary changes in
accounting policies and retrospective restatement to correct prior period errors; updates the previous
hierarchy of guidance to which management refers and whose applicability it considers when selecting
accounting in the absence of standards and interpretations that specifically apply; it defines material
omission or misstatements; and describes how to apply the concept of materiality when applying
accounting policies and correcting errors.
• PAS 10, Events After the Balance Sheet Date, provides a limited clarification of the accounting for
dividends declared after the balance sheet date.
-5-
• PAS 16, Property, Plant and Equipment, (a) provides additional guidance and clarification on recognition
and measurement of items of property, plant and equipment; (b) requires the capitalization of the costs of
asset dismantling, removal or restoration as a result of either acquiring or having used the asset for
purposes other than to produce inventories during the
period; and (c) requires measurement of an item of property, plant and equipment acquired in exchange
for a non-monetary asset or a combination of monetary and non-monetary assets at fair value, unless the
exchange transaction lacks commercial substance. Under the previous version of the standard, an entity
measured such an acquired asset at fair value unless the exchanged assets were similar.
• PAS 17, Leases, provides a limited revision to clarify the classification of a lease of land and buildings
and prohibits expensing of initial direct costs in the financial statements of the lessors.
• PAS 24, Related Party Disclosures, provides additional guidance and clarity in the scope of the standard,
the definitions and disclosures for related parties. It also requires disclosure of the compensation of key
management personnel in total by benefit type.
• PAS 36, Impairment of Assets, establishes frequency of impairment testing for certain intangibles and
provides additional guidance on the measurement of an asset’s value in use.
Retained earnings
Net income and earnings per share for the year ended December 31, 2004
Earnings Per
Net Income Share
As previously reported under previous GAAP =20,435,340
P =0.0507
P
Effect of transition to PFRS - PAS 19 (1,383,391) (0.0034)
As restated =19,051,949
P =0.0473
P
The following accounting standards and/or amendments to existing standards are effective on the
following dates and have not been early adopted. Management does not believe that the applications
of these standards and/or amendments to existing standards will have a significant impact on the
financial statements. The required additional disclosures will be included in the financial statements
when the standards and/or amendments are adopted on their effectivity dates.
• Amendments to PAS 19, Employee Benefits - Actuarial Gains and Losses, Group Plans and
Disclosures - effective January 1, 2006
• Amendments to PAS 39, Financial Instruments: Recognition and Measurement - effective
January 1, 2006
• PFRS 7, Financial Instruments: Disclosures - effective January 1, 2007
Receivables
Receivables are stated at face value less allowance for doubtful accounts.
-7-
Financial assets and liabilities are recognized initially at fair value. Directly attributable transaction
costs, if any, are included in the initial measurement of financial assets and liabilities, except for any
financial instruments measured at fair value through profit or loss. The Company recognizes a
financial asset or liability in the balance sheets when it becomes a party to the contractual provisions
of the instrument.
Held-to-maturity Investments
Non-derivative financial assets with fixed or determinable payments and fixed maturity are classified
as held-to-maturity when the Company has the positive intention and ability to hold to maturity.
Investments intended to be held for an undefined period are not included in the classification. For
investments carried at amortized cost, gains and losses are recognized in income when the
investments are derecognized or impaired, as well as through the amortization process.
Included in this category are the Company’s trade and other receivables.
-8-
Included in this category are the Company’s listed and unlisted equity investments.
The fair value of investments that are actively traded in organized financial markets is determined by
reference to quoted market bid prices at the close of business on the balance sheet date. For
investments where there is no active market, fair value is determined using generally accepted
valuation techniques.
Prior to January 1, 2005, loans and receivables are carried at cost while unlisted available-for-sale
financial assets are carried at cost less allowance for any substantial decline in value of investment,
and listed available-for-sale financial assets are carried at lower of cost or market.
Financial Assets
A financial asset (or, where applicable a part of a financial asset or part of similar financial assets) is
derecognized where:
• the rights to receive cash flows from the asset have expired;
• the Company retains the right to receive cash flows from the asset, but has assumed an obligation
to pay them in full without material delay to a third party under a “pass-through” arrangement; or
• the Company has transferred its rights to receive cash flows from the asset and either (a) has
transferred substantially all the risks and rewards of the asset, or (b) has neither transferred nor
retained substantially all the risks and rewards of the asset, but has transferred control of the
asset.
Where the Company has transferred its rights to receive cash flows from an asset and has neither
transferred nor retained substantially all the risks and rewards of the asset nor transferred control of
the asset, the asset is recognized to the extent of the Company’s continuing involvement in the asset.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at
the lower of the original carrying amount of the asset and the maximum amount of consideration that
the Company could be required to repay.
Where continuing involvement takes the form of a written and/or purchased option (including a
cash-settled option or similar provision) on the transferred asset, the extent of the Company’s
continuing involvement is the amount of the transferred asset that the Company may repurchase,
except that in the case of a written put option (including a cash-settled option or similar provision)
on an asset measured at fair value, the extent of the Company’s continuing involvement is limited to
the lower of the fair value of the transferred asset and the option exercise price.
-9-
Financial Liabilities
A financial liability is derecognized when the obligation under the liability is discharged or cancelled
or expired.
Where an existing financial liability is replaced by another from the same lender on substantially
different terms, or the terms of an existing liability are substantially modified, such an exchange or
modification is treated as a derecognition of the original liability and the recognition of a new
liability, and the difference in the respective carrying amounts is recognized in the statements of
income.
The Company first assesses whether objective evidence of impairment exists individually for
financial assets that are individually significant, and individually or collectively for financial assets
that are not individually significant. If it is determined that no objective evidence of impairment
exists for an individually assessed financial asset, whether significant or not, the asset
is included in a group of financial assets with similar credit risk characteristics and that group of
financial assets is collectively assessed for impairment. Assets that are individually assessed for
impairment and for which an impairment loss is or continues to be recognized are not included in a
collective assessment of impairment.
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be
related objectively to an event occurring after the impairment was recognized, the previously
recognized impairment loss is reversed. Any subsequent reversal of an impairment loss is
recognized in the statements of income, to the extent that the carrying value of the asset does not
exceed its amortized cost at the reversal date.
The initial cost of property and equipment comprises its purchase price, including import duties,
taxes, and any directly attributable costs of bringing the asset to its working condition and location
for its intended use. Expenditures incurred after the property and equipment have been put into
operations, such as repairs and maintenance, are normally charged to income in the period in which
the costs are incurred. In situations where it can be clearly demonstrated that the expenditures have
resulted in an increase in the future economic benefits expected to be obtained from the use of an
item of property and equipment beyond its originally assessed standard of performance, the
expenditures are capitalized as additional cost of property and equipment. When assets are sold or
retired, their cost, accumulated depreciation and amortization and any impairment in value are
eliminated from the accounts. Any gain or loss resulting from the disposal is included in the
statements of income.
The land is stated at revalued amount based on the fair market value of the property determined by
an independent firm of appraisers as of December 31, 2005. The increase in the valuation of land,
net of deferred income tax liability, is credited to “Revaluation increment in land”. Upon disposal,
the relevant portion of the revaluation increment realized in respect of the previous valuation will be
released from the revaluation increment directly to retained earnings. Decreases that offset previous
increases in respect of the same property are charged against the revaluation increment; all other
decreases are charged against current operations.
Depreciation commences when an asset is in its location and condition and capable of being
operated in the manner intended by management. It is computed using the straight-line method,
based on the estimated useful lives of the assets as follows:
The residual values, estimated useful lives and depreciation and amortization method are reviewed
periodically to ensure that the residual values, periods and method of depreciation and amortization are
consistent with the expected pattern of economic benefits from items of property and equipment.
- 11 -
Construction in progress, included in property and equipment, is stated at cost. This includes cost of
construction, property and equipment, and other direct costs. Construction in progress is not
depreciated until such time as the relevant assets are completed and put into operational use.
Investment Properties
Investment properties are measured at cost, including transaction costs. The carrying amount includes the
cost of replacing part of an existing investment property at the time that cost is incurred if the recognition
criteria are met; and excludes the costs of day-to-day servicing of an investment property.
Investment properties are derecognized when either they have been disposed of or when the investment
property is permanently withdrawn from use and no future economic benefit is expected from its disposal.
Any gains or losses on the retirement or disposal of an investment property are recognized in the statements
of income in the year of retirement or disposal.
Transfers are made to investment property when, and only when, there is a change in use, evidenced by
ending of owner-occupation, commencement of an operating lease to another party or ending of construction
or development. Transfers are made from investment property when, and only when, there is a change in use,
evidenced by commencement of owner-occupation or commencement of development with a view to sale.
Depreciation on building and generator set is calculated on a straight-line basis over their estimated
useful lives of 10 years and eight years, respectively.
Revenue
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the
Company and the revenue can be reliably measured.
Broadcasting fees are recognized as income on the date the program is broadcasted or the
advertisement is aired.
- 12 -
The net retirement benefits liability recognized by the Company is the aggregate of the present value
of the defined benefit obligation and actuarial gains and losses not recognized reduced by past
service cost not yet recognized and the fair value of plan assets out of which the obligation are to be
settled directly. The present value of the defined benefit obligation is determined by discounting the
estimated future cash outflows using risk-free interest rates of government bonds that have terms to
maturity approximating to the terms of the related retirement benefits liability.
On the initial adoption of PAS 19, the effect of change in accounting policy includes all actuarial
gains and losses that arose in earlier periods that fall within the 10% corridor. In subsequent periods,
portion of actuarial gains and losses is recognized as income or expense if the cumulative
unrecognized actuarial gains and losses at the end of the previous reporting period exceeded the
greater of the 10% of the present value of defined benefit obligation or 10% of the fair value of the
plan assets. These gains and losses are recognized over the expected average remaining working life
of the employees participating in the plan.
Borrowing Costs
Borrowing costs are recognized as expense in the period in which they are incurred.
Income Taxes
Current Income Tax
Current income tax assets and liabilities for the current and prior periods are measured at the amount expected
to be recovered or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are
those that are enacted or substantively enacted at the balance sheet date.
Deferred income tax liabilities are recognized for all taxable temporary differences, including asset
revaluations. Deferred income tax assets are recognized for all deductible temporary differences and
carryforward benefits of unused tax credits from excess minimum corporate income tax (MCIT) over regular
corporate income tax and net operating loss carryover (NOLCO), to the extent that it is probable that taxable
profit will be available against which the deductible temporary differences and carryforward benefits of
unused MCIT and NOLCO can be utilized. Deferred income tax, however, is not recognized when it arises
from the initial recognition of an asset or liability in a transaction that is not a business combination and, at
the time of the transaction, affects neither the accounting profit nor taxable profit or loss.
- 13 -
The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the
extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the
deferred income tax asset to be utilized.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the period
when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or
substantively enacted at the balance sheet date.
Leases
Operating lease expense is recognized in the statements of income on a straight-line basis over the
lease term.
Operating lease income is recognized over the term of the lease as provided in the lease contract.
Subsequent Events
Post-year-end events that provide additional information about the Company’s position at the
balance sheet date (adjusting events) are reflected in the financial statements. Post-year-end events
that are not adjusting events are disclosed in the notes when material.
The preparation of the accompanying financial statements in compliance with Philippine GAAP
requires management to make judgments, estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. The judgments, estimates and
assumptions used in the accompanying financial statements and accompanying notes are based upon
management’s evaluation of relevant facts and circumstances that are believed to be reasonable as of
the date of the financial statements. Actual results could differ from such estimates.
The judgments, estimates and underlying assumptions are reviewed on an ongoing basis. Revisions
to accounting estimates are recognized in the period in which the estimate is revised if the revision
affects only that period, or in the period of the revision and future periods if the revision affects both
current and future periods.
- 14 -
As of December 31, 2005 and 2004, allowance for doubtful accounts amounted to P
=54.0 million and
P52.7 million, respectively.
= Receivables, net of related allowance, amounted to
=188.6 million as of December 31, 2005 and P
P =204.2 million as of December 31, 2004 (see
Note 5).
Allowance for inventory obsolescence amounted to P =1.5 million and P =0.5 million for the years
ended December 31, 2005 and 2004, respectively. Inventories, net of related provision for inventory
obsolescence, amounted to P
=10.3 million and P=12.4 million as of December 31, 2005 and 2004,
respectively.
Asset Impairment
The Company assesses the impairment of assets whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. The factors that the Company
considered important which could trigger an impairment review include the following:
• significant adverse changes in the technological, market, or economic environment in which the
Company operates
• significant decrease in the market value of an asset
• significant increase in the discount rate used for the value in use calculations
• evidence of obsolescence and physical damage
• significant changes in the manner in which an asset is used or expected to be used
- 15 -
As of December 31, 2005 and 2004, deferred income tax assets amounted to P
=25.3 million and
=22.1 million, respectively.
P
The Company’s unrecognized net actuarial losses amounted to P =3.0 million as December 31, 2005
while unrecognized net actuarial gains amounted to P
=1.5 million as of December 31, 2004 (see Note
15). Accrued retirement benefits amounted to P=12.5 million and P=12.6 million as of December 31,
2005 and 2004, respectively.
- 16 -
4. Segment Information
For management purposes, the Company is organized as one operating division - radio broadcasting
- which is its primary activity. The Company has the following four programming formats together
with their respective percentage contribution to the total broadcasting fees:
2005 2004
DZRH and “Aksyon Radyo” Stations 51% 53%
Love Radio 29% 27%
Yes-FM 15% 15%
Hot-FM 5% 5%
5. Receivables
2005 2004
Trade (Note 8) P
=192,387,028 =179,337,198
P
Advances to stations (Note 17 ) 38,972,628 65,428,439
Others 11,315,709 12,162,741
242,675,365 256,928,378
Less allowance for doubtful accounts 54,036,037 52,743,367
P
=188,639,328 =204,185,011
P
2004
Building and Broadcasting Furniture
Leasehold and Transmission And Transportation Construction
Improvements Equipment Equipment Equipment in Progress Total
Cost
Beginning balances =127,443,976
P =341,355,861
P P
=89,532,717 P
=26,847,507 P
=60,212 P
=585,240,273
Additions 1,926,508 − 29,091 − 301,386 2,256,985
Ending balances 129,370,484 341,355,861 89,561,808 26,847,507 361,598 587,497,258
Accumulated Depreciation
and Amortization
Beginning balances 32,927,974 153,001,228 55,121,889 19,508,706 – 260,559,797
Depreciation (Note 14) 8,239,821 28,960,271 17,081,818 2,194,378 − 56,476,288
Ending balances 41,167,795 181,961,499 72,203,707 21,703,084 − 317,036,085
Net Book Values =88,202,689
P =159,394,362
P P
=17,358,101 P
=5,144,423 P
=361,598 P
=270,461,173
Under the terms of agreements covering liabilities under trust receipts amounting to
P2.3 million as of December 31, 2004, certain property and equipment were released to the
=
Company in trust for the banks. The Company is accountable to the banks for the trusteed
property and equipment.
The appraisal increase, net of deferred income tax liability, is presented as “Revaluation
increment in land” in the balance sheets.
As mentioned in Note 2, the Company’s land is stated at revalued amount as of December 31,
2005 based on the valuation conducted by an independent appraisal company. The valuation was
made on the basis of the fair market value determined by referring to the extent, character and
utility of the properties and sales and holding prices of similar land. The appraisal increase is
included in the equity section of the balance sheets as “Revaluation increment
in land,” net of deferred income tax liability of P
=18.6 million and P
=19.9 million as of December
31, 2005 and 2004, respectively (see Note 16).
7. Investment Properties
2005
Land Building Total
Cost
Beginning balances =–
P =–
P P
=–
Additions 43,062,500 80,325,571 123,388,071
Ending balances 43,062,500 80,325,571 123,388,071
Accumulated Depreciation
Beginning balances – – –
Depreciation (Note 14) – 1,909,047 1,909,047
Ending balances – 1,909,047 1,909,047
Net Book Values =43,062,500
P =78,416,524
P P
=121,479,024
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Under the terms of agreements covering liabilities under trust receipts amounting to
=1.2 million as of December 31, 2005, the generator set, significant component of building, was
P
released to the Company in trust for the banks. The Company is accountable to the banks for the
trusteed generator set.
The fair values of investment properties approximate their carrying values as of December 31,
2005. Rental income generated from these investment properties amounted to P =1.9 million in
2005. Related direct operating expenses incurred amounted to P
=2.2 million.
8. Notes Payable
Notes payable consist of loans payable to local banks with interest at prevailing market rates. Loans
amounting to P =76.3 million in 2005 and P =66.3 in 2004 are unsecured. Loans amounting to
=23.0 million in 2005 and P
P =40.0 million in 2004 are collateralized by a corporate surety agreement among
certain affiliates, while loans amounting to P
=15.0 million in 2005 and
=30.0 million 2004 are collateralized by an assignment with recourse of various trade receivables to the
P
creditor bank. Average interest rates ranges from 9.00% to 11.88% in 2005 and 9.67% to 12.09% in 2004.
2005 2004
Trade P
=22,389,769 =9,188,790
P
Trust receipts (Notes 6 and 7) 1,220,000 2,333,940
Accrued expenses (Notes 10 and 15) 77,101,294 71,108,887
Output tax and others 41,856,605 39,460,910
P
=142,567,668 =122,092,527
P
a. The Company and several affiliated broadcasting companies entered into marketing
agreements, whereby the affiliated broadcasting companies designated the Company as their
sole marketing outfit for the sales, promotion, and marketing of the radio commercial airtime
of all radio broadcast stations of these affiliated broadcasting companies. Under the
marketing agreements, the Company shall remit to the affiliated broadcasting companies a
certain fixed amount per year and/or a certain percentage of the annual net income from the
sale of the commercial time of the radio broadcast stations after agency commission. The
original marketing agreement, which was effective for a period of five years from January 1,
1998, has been renewed annually, thereafter. Total fees amounted to P =153.5 million in 2005
and P=167.0 million in 2004. The Company also bills the affiliated broadcasting companies
for their share in the expenses for operating the radio broadcast stations.
- 19 -
b. As a result of the System (see Note 1), in May 2002, the Company entered into
service agreements with affiliated service companies, which are owned and managed
by certain stockholders and/or members of the BOD of the Company.
These affiliated service companies provide production and creative services,
promotions, accounting, personnel, collection, procurement, engineering, and other related
services. The Company pays a certain percentage of collection as service fee. Total service
fees amounted to P =76.5 million in 2005 and P =137.6 million in 2004. The outstanding
payables related to these transactions amounted to P =14.0 million and
=5.0 million as of December 31, 2005 and 2004, respectively, and are shown as part of the
P
“Accounts payable and accrued expenses” account in the balance sheets.
c. In the normal course of business, the Company grants and obtains both interest-bearing and
interest-free advances to and from its affiliates. These advances have no definite call dates.
d. The outstanding amounts due from affiliates are as follows:
2005 2004
Star Parks Corporation P
=80,657,633 =115,141,355
P
Elizalde Holding Company 56,171,022 33,019,242
Pacific Broadcasting Systems, Inc. – 1,264,933
P
=136,828,655 =149,425,530
P
The main risks arising from the Company’s financial instruments are credit risk, liquidity risk and
interest rate risk. The board reviews and agrees policies for managing each of these risks and they
are summarized below:
Credit risk
It is the Company’s policy that all clients who wish to trade on credit terms are subject to credit
verification procedures. In addition, receivable balances are monitored on an ongoing basis to
ensure that the Company’s exposure to bad debts is not significant.
Liquidity risk
The Company’s objective is to be able to finance capital expenditures and service maturing
obligations. To cover the Company’s financing requirements, the Company uses internally generated
funds and proceeds from debt. Projected and actual cash flow information are regularly evaluated
and funding sources are continuously assessed.
The capital stock consists of 1,000,000,000 authorized shares with par value of P
=1.00 a share, of
which 402,803,777 shares have been issued.
- 21 -
The funded status and amounts recognized in the balance sheets for the retirement plan as of
December 31, 2005 and 2004 are as follows:
2004
(As restated,
2005 Note 2)
Present value of benefit obligation P
=18,874,581 P
=11,823,059
Fair value of plan assets (3,199,944) (629,387)
15,674,637 11,193,672
Unrecognized net actuarial (losses) gains (3,135,953) 1,450,023
Liability recognized in the balance sheets P
=12,538,684 P
=12,643,695
The assumptions used to determine pension benefits of the Company for the period ended December
31, 2005 and 2004 are as follows:
2004
(As restated,
2005 Note 2)
Discount rate 10.19% 13.87%
Salary increase rate 10% 10%
Expected rate of return on plan assets 10% 10%
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2004
(As restated,
2005 Note 2)
Current P
=14,511,827 =10,699,023
P
Deferred (3,202,086) (897,054)
P
=11,309,741 =9,801,969
P
b. The deferred income tax assets consist of the tax effects of the following:
2004
(As restated,
2005 Note 2)
Allowance for:
Doubtful accounts P
=18,912,613 =16,877,877
P
Inventory obsolescence 532,600 151,240
Accrued retirement benefits and unamortized
contribution to past service cost 4,913,387 4,045,983
Unamortized pre-operating expenses 949,832 1,031,246
P
=25,308,432 =22,106,346
P
The deferred income tax liability pertains to the revaluation increment in land.
c. The reconciliation of income tax computed at the statutory tax rate to provision for income tax as
shown in the statements of income follows:
2004
(As restated,
2005 Note 2)
Statutory income tax P
=12,371,480 =9,233,254
P
Additions to (reductions in) income tax
resulting from:
Nondeductible expenses 913,521 585,591
Interest income subjected to final tax
at a lower rate (21,320) (32,142)
Nondeductible portion of interest expense 20,903 15,266
Dividend income (244) –
Change in tax rates (1,974,599) –
Provision for income tax P
=11,309,741 =9,801,969
P
- 24 -
d. In 2005, Republic Act (RA) No. 9337 was enacted into law amending various provisions in the
existing National Internal Revenue Code. Among the changes provided for in RA
No. 9337, which became effective on November 1, 2005 are as follows:
i. Increase in the corporate income tax rate from 32% to 35% until January 1, 2009 when it
will be reduced to 30%
ii. Grant of authority to the President of the Philippines to increase the value-added tax (VAT)
rate from 10% to 12%, subject to compliance with certain economic conditions
iv. Setting of limitations on the amounts of VAT credits that can be claimed
The deferred income tax assets and liabilities have been adjusted to reflect the change in the
corporate income tax rates.
The Company leases the premises occupied by some of its stations. The lease contracts, which are
subject to future increases, are for periods ranging from one to 10 years from the date of the
contracts and are renewable upon mutual agreement between the Company and its lessors. Starting
2002, the Company charged the rentals to the stations.
The minimum annual rentals, which will be charged to the stations, for the 10-year lease follows:
Rental contracts on investment properties are renewable for a period of one year.
The Company is and may become a defendant/respondent in various cases and assessments which are
pending in the courts or under protest. Management and its legal counsels believe that the liability, if
any, that may result from the outcome of these cases and investigation will not materially affect its
financial position and results of operations.