Puregol Annual Report

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Metro Manila 125 7 25

North Luzon 93 3 3
South Luzon 101 2 6
Visayas 25 2 4
Mindanao 10 2 1
354 16 39

About
Us
Average
Our Vision, ticket price
Mission, and About Nationwide
Core Values Puregold Presence

2 3 4 6 p 612
2018 Financial Highl
puregold
542,459 sqm
(in billions PHP)

p 3,959
net selling area

Our
2018 NET SALES s&r GROSS P

up 13.2%

2018
140.92
124.49 21.4
Operational Financials 112.59 19.38
Highlights at-a-glance 2016 2017 2018 2016 201

20 21 22
NET INCOME GROSS PROF
up 11.6%

Our
6.52 17.2% 17.3

5.84
5.53 2016 201

Leaders
2016 2017 2018

Company
Values
CONSOLIDATED PUREGOLD
38 NET PROFIT MARGIN 39 NET MARGIN

4.9% 4.6%
4.7% 4.1%
2016 2017 2018

Our
Finances
Report of
Statement of Management's Independent
Responsibility Auditors

44 45 47
Chairman's
Message

16
History of President's
S&R S&R Pizza Puregold Message

8 11 12 18

CSR

30
Marketing DTI Bagwis
Operational Milestones Higlights awards Sustainability

24 26 28 36

Board of
Directors

40
Puregold Annual Report 2018

VISION

To be the most
customer-oriented
hypermart offering
a one-stop shopping
convenience and best
value to our customers.

Sa Puregold,
Always Panalo!

2
Puregold Annual Report 2018

MISSION

Our mission is to provide We strive to promote We establish lasting


products, services, and the personal and relationships with
business opportunities professional development our suppliers and
to every Filipino family. of our employees. business partners.

We commit profitable Sa bawat araw,


results to the stockholders. Puregold kasama mo!

CORE VALUES

Sense of Customer
Belonging Service
Feeling that one has an Providing products and
essential role to play as part services that meet the
of the Puregold Family demands and expectations
of customers

Loyalty
Commitment and Integrity Dynamism
Dedicated and conscientious Honor, credibility, palabra Open, adaptive and
focus on work de honor, walking the talk responsive to the
changing environment

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Puregold Annual Report 2018

ABOUT US

"We’re a homegrown, multi-format


retailer, recognized nationwide for
our diverse merchandise, built upon
our people-centric mindset."

Puregold Price Club, Inc


What started out as a humble grocery store in Puregold Price Club represents the grocery retailing
Mandaluyong City, is now a thriving hypermarket and group of Cosco Capital Incorporated, our parent
supermarket chain, serving Filipino families in 409 company, with a diverse business portfolio, including
stores nationwide. Listed under the Philippine Stock commercial real estate, liquor distribution, specialty
Exchange since September 2011, Puregold is proud to retailing, and oil and minerals.
have been a contributor to the growth of the local retail
industry as one of its pioneers.

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Puregold Annual Report 2018

A growing family Beyond the business


With twenty years of experience, Puregold The core of everything we do is a Filipino
has developed a comprehensive perspective value that each of us nurture and practice
on the Philippine retail industry. This helped every day; the framework from which our
us understand the needs of varying local entire company was built upon: malasakit or
markets, and how we should expand our compassion. Without compassion, Puregold
store formats to accommodate these needs. would cease to exist today, for this simple
yet meaningful virtue motivated us to
From our first hypermarket launch in 1998, overcome the turmoil that came with the
the Puregold brand has grown to include Asian Financial Crisis.
Puregold Jr. Supermarket, and Puregold
Extra. We also oversee the operations and At the peak of the crisis in the late 90s,
management of S&R Membership Shopping Puregold Duty Free was at the verge of
Warehouses and S&R Quick Service closure. This threatened the source of
Restaurants, since its acquisition in 2011. livelihood of our employees—people whom
we consider to be part of our family. Faced
In total, there are 365 stores in Luzon, with this possibility, urgent action needed
31 stores in Visayas, and 13 in Mindanao, to take place to find more viable and cost-
creating a more inclusive shopping efficient alternatives for our employees. This
experience and expediting market coverage lead us to venture into mainstream retailing,
for Filipinos nationwide. In fact, Puregold which many now know today as Puregold
is committed to expanding its reach well Price Club.
beyond its roots in Metro Manila. 2018 saw
its biggest growth markets in the regions Our twenty year-long commitment
of North and South Luzon, with 27 stores
Puregold is a company that was brought about
opened in those areas alone.
by a noble objective. Twenty years after, our
commitment to compassion stands and we
As part of our drive to firm up our presence
want to pay it forward. Today, not only do we
across the country, Puregold has set aside a
care for our employees and partners, but we
CAPEX budget of 5.2 billion pesos for further
also aim to create continuous growth in each
expansion in 2019. This budget has been
community Puregold touches.
earmarked for the construction of 25 new
Puregold Stores, 4 S&R Warehouses, 10 S&R
Since then, our passion for creating and
QSRs, and maintenance CAPEX, capitalizing
preserving livelihood opportunities has
on the soaring popularity of membership-
transcended our shelves, into the hands of
shopping in the Philippines, as well as
micro retailers. In turn, small businesses
resounding success from our Quick Service
provide for their own communities
Restaurants.
through neighborhood sari-sari stores and
minimarts.
Moving forward
As the company continues to evolve, we’ve
also taken steps towards improving our
service technology-based solutions. We’ve
teamed up with delivery service apps
FoodPanda and MetroMart, to make our
products and services more accessible and
convenient, taking steps to capture the
Philippine e-commerce market. MetroMart
acts as our grocery and bulk-item delivery
partner, while FoodPanda makes ordering
online from our New York Style Pizza
branches almost instantaneous!

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Puregold Annual Report 2018

Our Nationwide
Presence

Number of
Stores per

409
nationwide stores
Format

208 hypermarkets
Of all brands 104 supermarkets
42 extras
39 s&r QSR
16 S&rs

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Puregold Annual Report 2018

Metro Manila 125 7 25


North Luzon 93 3 3
South Luzon 101 2 6
Visayas 25 2 4
Mindanao 10 2 1
354 16 39

Average
ticket price

p 612
puregold
452,609 sqm p 3,959
net selling area
FOR PUREGOLD STORES s&r

7
Puregold Annual Report 2018

S&R:
Better in Bulk
16 warehouses. One extraordinary brand.
S&R Membership Shopping is only 12 years old but is dominating the
local membership-shopping segment, with fiercely loyal customers
and a market share that is the envy of the industry. As 2019
rolls on, S&R continues to grow with no signs of slowing down.

Imported GROCERY ITEMS


16 S&R WAREHOUSES NATIONWIDE

Pampanga
Dau

Manila Cabanatuan
- BGC
- Congressional
- Alabang
Largest selection of
imported liquor and wine in Imported Australian and
- Aseana
- Shaw Cebu
the country New Zealand Beef - Commonwealth
- Parañaque
- Imus
- Nuvali

DELIVERY SERVICES
Iloilo

Cagayan de Oro

Davao
Premium chocolate from all
over the world

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Puregold Annual Report 2018

S
&R is one of the Philippines' best-loved and market relevance, and then bring back products for
aspirational shopping brands. Modelled on US aisle testing among customers. Items that get high
giants Costco and Sam’s Club membership- marks and initial uptake are then formally sourced
shopping models, S&R delivers significant value to its and added to S&R’s official inventory. This customer-
customers through an effective system anchored on centric feedback loop allows S&R to import products to
aggressive buying, low-cost distribution, streamlined match real consumer wants and needs.
operations, and bulk pricing.
Popular grocery items include fresh produce and
S&R began in 2006 with warehouses in 4 key locations: fruits, Australian/New Zealand beef, a bevy of Western
BGC, Alabang, Congressional, and ASEANA. With brands (from cereals to snacks, to soap and sundries),
highly organized, well-stocked, and distinct products and the biggest assortment of imported chocolate
housed in clean, wide-aisled warehouses, it was an among supermarkets. S&R also boasts the most
immediate hit with the AB market. comprehensive selection of imported wines and spirits
among supermarkets.
Its reputation for offering a unique, streamlined
shopping experience has only grown stronger; its S&R doesn’t stop at just groceries; consumer
warehouses, with their signature, hygienic white and electronics and appliances, along with health and
blue design, have become meccas for high-quality beauty products are also available for purchase. S&R
imported groceries, food, and lifestyle products. also aims to give back to its members, with our bi-
annual 5 Day Members’ Treat events, running in
This combination of quality, brand impact, and March and September. These member-only promos
convenience has propelled S&R to ever-greater offer huge discounts and buy 1 get 1 specials, and are
heights. Shopping memberships have skyrocketed, marked by massive turnouts.
and there are now 16 warehouses in the Philippines (2
added in 2018), a 3-fold increase since its inception. In 2018, S&R’s marketing campaign was “Discover the
Moving forward, S&R plans to build at least 4 new World at S&R”. It’s a fitting proposition that perfectly
warehouses a year, with its core focus on NCR and the captures the shopping-club’s commitment to diverse
provinces as its secondary market. offerings that joyfully connect consumers to the
wonderful world at large.
This is largely because S&R’s most active customers –
some 70% - are based in Metro Manila. The breakdown Dancing with Delivery
of warehouse locations is as follows:
S&R has always sought to provide a convenient
shopping experience. Now, in addition to being a one-
12 in Luzon, 2 in Visayas, and 2 in Mindanao.
stop shopping and bulk-buying destination, it offers
delivery to select areas. By teaming up with Metromart,
While Metro Manila still represents an incredibly loyal
S&R now delivers groceries right to your doorstep. We
and consistent membership community, with high
also partnered with Foodpanda and GrabFood. This
rates of member retention and big-spending habits,
service is currently available in 3 major urban centers,
S&R is committed to building its customer base outside
namely Manila, Cebu and Davao, with plans for further
of the capital region.
nationwide expansion. In keeping today’s retail trends,
delivery will serve as another growth opportunity for
Big World, Big Warehouse the company.
S&R prides itself on a very practical sourcing process.
Its team of “buyers” travel abroad, find new and
interesting products that score high on potential local

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Puregold Annual Report 2018

850k+ Recipe for Success its Facebook fan page in 2018,


No one comes close to replicating it grew to more than 850,000
Facebook Fans the success and market dominance followers in just one year. This
so clearly established by this kind of explosive organic growth is
beloved brand. virtually unheard of and proof that
S&R inspires deep loyalty and wide
In terms of marketing, S&R is appeal.
fortunate to have a reservoir of free
positive PR in the form of satisfied As S&R’s footprint continues to
customers who willingly share spread across the Philippines,
their experiences offline and on the chain expects to continue its
social media. Even local celebrities preeminence as the country’s
shop and dine at S&R – taking membership-shopping and bulk
selfies and posting them on their retailer of choice. Convenience
extensive networks – reaffirming and quality will always be the
and strengthening the brand’s company’s core foundations;
high-caliber appeal. exemplary customer service will
ensure that shopping at S&R will
The S&R brand is so strong, in fact, continue to be a fun, fulfilling, and
that when the company launched unrivaled experience.

10
The thriving S&R Warehouse located in Lipa, Batangas.
Puregold Annual Report 2018

The Mood
for Food

O
ne of S&R’s strongest appeals is its dynamic in and of itself. S&R soon decided to spin off the service
food selection. Its chicken rotisseries roast and into a chain of standalone restaurants, open to the
sell hundreds of sumptuous chickens daily. Its general food-loving public.
bakery is known for its bread loaves (made with only
US ingredients) and wide range of apple and pumpkin It’s a move that has paid off handsomely. Starting in
pies, cinnamon buns, and carrot/chocolate/cheese and 2013 with two stores connected to Puregold Cubao
other cakes. S&R’s bakeries operate on an almost non- and Puregold Subic, the restaurant proved
stop basis, serving fresh and delicious pastries and to be so popular that several
desserts, day in and day out. others soon followed. Today,
there are 39 standalone
But perhaps S&R’s considerable achievement is its branches, with 7 opened
New York Style Pizza chain. Originally a warehouse- in 2018 alone. S&R aims
based restaurant available only to card-holding to open a minimum of
members, S&R New York Style Pizza offered fresh 10 new stores a year
pizza, calzones, fried chicken, and hot dogs to their as it continues to eat
hungry customers. As S&R’s membership swelled, into (pun intended)
so did the popularity of its fast-food. It wasn’t long this highly competitive
before S&R New York Style Pizza became a destination market.

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Puregold Annual Report 2018

Our
History
Twenty years ago, when we opened our first
grocery store in Mandaluyong, it seemed
like a longshot that Puregold would become
the supermarket chain it is today.

N
ot many people may know our story, that stores in operation. By 2011, Puregold broke into Retail
Puregold came out of the determination of Asia Pacific’s list of the Top 500 Retailers and also
founders Lucio and Susan Co to protect the took the second-largest market share in hypermarkets
welfare of their employees. In the mid-1990s, Puregold and supermarkets in the Philippines in terms of net
Price Club’s predecessor, Puregold Duty Free, was sales. In the same year, Puregold Price Club Inc. was
badly hit by the Asian Financial Crisis. officially listed on the Philippine Stock Exchange.

The foremost concern was not the merchandise sitting 2012 started a strategy of corporate growth through
on the shelves but what would happen to the employees company acquisitions, when we welcomed two retail
working in the store. Faced with the possibility of companies to the Puregold family: Kareila Management
people losing their jobs, they moved quickly to think Corporation (with 6 S&R Membership Shopping
of viable alternatives. That led them to venture into warehouses), and the Gant Group of Companies (with
mainstream retailing and in about a year, the very first 19 Parco Supermarkets). The following year 2013
Puregold Price Club was born. saw the biggest number of store openings with 68
new Puregold store locations, including 3 BHF and
In December 12, 1998, the very first Puregold 15 Company E acquired stores. That same year, S&R
supermarket opened along Shaw Boulevard. A humble Membership Shopping spun off its highly popular S&R
neighborhood supermarket, Puregold provided an New York Style Pizza into stand-alone quick service
alternate grocery for the Mandaluyong and San Juan restaurant operations, while also opening two new
communities, where they could shop in a comfortable stores in Davao and Mandaluyong.
environment without having to go to the big shopping
malls and bear with big crowds or weekend traffic. In 2015, NE Bodega and BudgetLane became part
Everybody was warmly welcomed, no dress code, and of the Puregold family with a combined total of 17
whether they came in to buy a single pack of noodles or stores, followed in 2017 by the acquisition of B&W
a cartload of groceries, customers were always assured Supermarket’s 5 store locations.
of the best value for their money.
With 409 branches all over the Philippines, Puregold
It didn’t take long for customers to discover Puregold remains as committed today as when we first opened
and through word-of-mouth, our business grew. our doors 20 years ago, to serve our customers and stay
From 2001 to 2007, Puregold opened an average of 3 true to our vision to be the most customer–oriented
stores each year. In 2008, we were recognized as the hypermarket offering one-stop shopping convenience
Most Trusted Brand in the supermarket category by and best value to our customers.
Readers’ Digest Asia. In 2010, we had a total of 62

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Puregold Annual Report 2018

"As we make our


way towards our
goal of 500 stores
nationwide, we will
remember to stick
to our company’s
core roots—a humble
enterprise rooted
in compassion and
an inclusive win-
win attitude."

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Puregold Annual Report 2018

Our
Achievements
Through
The Years

19 Flagship Puregold
98 store opened in
Mandaluyong

Loyalty program 20
launched
which was later on renamed
01
as Tindahan Ni Aling Puring

20 Recognized by Reader’s
Digest Asia as Most

08 Trusted Brand in
supermarket category

Gained second
largest market share 20
in hypermarkets
and supermarkets
in PH in net sales
09
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Puregold Annual Report 2018

20 Launched the
10 S&R New York
Style Pizza brand

20
Acquired Parco with 2 in-store
supermarkets
locations
12
with 19 stores and
S&R warehouses
with 6 stores

20 Opened a record 68

13 new Puregold locations

Acquired NE Bodega
20
and Budgetlane, for a
15
total of 17 new stores

20 Acquired B&W

Puregold named 17 Supermarket

One of the Best


Companies To 20
Work For In Asia 18
2018 by HR Asia
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Puregold Annual Report 2018

Chairman's Message
As Puregold enters its
third decade serving
communities across the
country, this is perhaps
the most exciting time in
our company’s history.

W
ith a nationwide footprint and a diverse our infrastructure to the benefit of our stakeholders
array of retail channels, Puregold now and every person we serve. In 2019 alone, we have
has the capacity to serve Filipinos in allocated P5.2 billion for the construction of 39 total
more ways than ever before. While we continue to Puregold stores, S&R Warehouses, and S&R quick-
expand our primary goal of providing shoppers with service restaurants across the Philippines. At the same
convenient, affordable, and quality merchandise, time, we aim to grow same-store sales by three to five
we also are expanding our initiative of sharing in our percent and expand consolidated net sales by eight to
success with our customers. Whether it is continuously ten percent across the board.
strengthening our relationship with MSMEs through
our Tindahan ni Aling Puring (TNAP) Program or As a company we remain committed to the core values
graciously rewarding families and end consumers; that have brought us success thus far, and we are
we intend to give back to the communities that have excited to explore new opportunities in the mission to
supported us so well throughout the years. better serve every person we touch.

Of course our Puregold community wouldn’t be


Mr. Lucio L. Co
complete without our employees, who make everything
Chairman
we accomplish possible. From the very beginning,
caring for our people has been our utmost priority—
we have striven to nurture an environment of mutual
dedication between the company and the employees,
and it has always paid off as proven by our record of
achievement.

Looking towards the years ahead, Puregold will


continue to invest in our people, our communities, and

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Puregold Annual Report 2018

"From the very


beginning, caring for
our people has been
our utmost priority."

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Puregold Annual Report 2018

President's Message
"The Puregold
model has
always been
about stable
inclusive
growth"

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Puregold Annual Report 2018

All numbers and figures aside, people are still


the backbone of Puregold. As our Chairman
alluded to, Puregold ultimately owes its current
and future success to the hardworking men
and women who are our employees, and the
communities who we serve every day.

2
018 saw the Philippine economy post another through bulk purchasing. Furthermore, our S&R New
year of substantial growth, once again amongst York Style Pizza quick-service restaurants (QSRs)
the fastest growing markets in East Asia. This brand has seen a boom that exceeded even our own
growth has seen the rise of a robust consumer class in expectations. Consequently, in 2018 we opened 2 new
recent years, that is willing and able to indulge in a far S&R Warehouses, and 7 S&R QSRs, with a further 4
wider range of retail options than they once were. Warehouses and 10 QSRs earmarked for 2019. Posting
a net profit of 7.9% for 2018, the S&R brands have
The Puregold model has always been about stable become our fastest growing and most profitable
inclusive growth, and we have continued this by business segment.
expanding to every corner of this archipelago, while also
focusing on increasing same-store-sales by leaning As we look to exciting and flourishing new markets,
on our loyal and focused core market of customers. we’ll continue to invest in all our brands to ensure
That being said, Puregold has also capitalized on the sustainable and steady growth in revenue and profits.
unique macroeconomic conditions in the Philippines to Looking forward, we can’t help but be enthusiastic
capture an ever-widening middle class that demands about our prospects for the future, and we’re thrilled to
quality and convenient retail options. As a result, be able to share our journey with all of our shareholders
Puregold experienced solid progress in 2018 with net and partners that have made it all possible!
sales up 13.2% across the board for total net sales of
140.92 billion php. Puregold also posted gross profits
of 23.84 billion php, up 4.6% from 2017, in line with
our expectations for the year. The Puregold grocery
stores have continued to command loyalty from our Mr. Ferdinand Vincent P. Co
President
customer base, while increasing same-store-sales and
foot traffic nationwide.

While the Puregold brand has and will remain the firm
backbone of our business, we have made a concerted
effort to bring our increasingly popular and profitable
S&R brand nationwide. Our S&R warehouses have
capitalized on the membership-shopping craze,
while also bringing world-class retail items to the
Philippines that were previously unavailable, and
allowing shoppers a chance at better value-for-money

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Puregold Annual Report 2018

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Puregold Annual Report 2018

2018
Operational
Highlights

39 new stores in 2018


30 puregold stores
2 s&r’s
7 s&r new york style pizza

largest region
for growth
foot
traffic
North Luzon
2016 155m 6.3m

2017 170M 7.2M

2018 179m 8.2m

16
new stores
2016 486,722 sqm
2017 518,862 sqm
net selling area of stores 2018 537,965 sqm
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Puregold Annual Report 2018

2018 Financial Highlights


(in billions PHP)

2018 NET SALES GROSS PROFIT

up 13.2% up 11%

140.92 23.84
124.49 21.48
112.59 19.38
2016 2017 2018 2016 2017 2018

NET INCOME GROSS PROFIT MARGIN


up 11.6%

6.52 17.2% 17.3% 16.9%


5.84
5.53 2016 2017 2018

2016 2017 2018

CONSOLIDATED PUREGOLD S&R


NET PROFIT MARGIN NET MARGIN NET MARGIN

4.9% 4.6%
4.7% 4.1% 7.9%
2016 2017 2018

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Puregold Annual Report 2018

Puregold
Puregold Only S&R
S&R Only

REVENUE REVENUE
up 11%
up 21.6%
109.47 31.45
98.62 25.87
90.94 21.65
2016 2017 2018 2016 2017 2018
(in billions PHP) (in billions PHP)

GROSS PROFIT & MARGINS GROSS PROFIT & MARGINS


GP Margin GP Margin

up 7.8% up 19.8%

16,898 6,942
15,681 5,795
14,451 4,924
2016 2017 2018 2016 2017 2018
(in millions PHP) (in millions PHP)

15.9% 15.9% 15.4% 22.7% 22.4% 22.1%

NET PROFIT & MARGINS NET PROFIT & MARGINS


NP Margin NP Margin

up 8.9% up 14.3%
4,522 2,472
3,967 4,153 2,162
2,035
2016 2017 2018 2016 2017 2018
(in millions PHP) (in millions PHP)

4.4% 4.2% 4.1% 9.4% 8.4% 7.9%

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Puregold Annual Report 2018

2018

Operational
Milestones
INFORMATION TECHNOLOGY

To keep up with a rapidly evolving digital landscape, Namely Mother PO, a system that consolidates the
Puregold has made several notable moves and replenishment requirements from all Puregold
investments in terms of the technology we employ on branches into a single purchase order released to
a day-to-day basis. the supplier, and the Vendor Portal, an online data-
sharing gateway that informs Puregold vendors on
Perhaps our most notable technological achievement in-store availability, service levels, and reconciliation
in 2018 is the mass upgrade of our point-of-sale details.
systems into Anahaw, an open-source retail enterprise
system that allows us to customize applications and These milestones have resulted in a 30% increase on
streamline operations. With this new POS system, supply chain-driven year-on-year income.
Puregold can now accommodate seamless integrations
to different solutions. In the next five years, we plan to aggressively upgrade
and develop value-adding solutions, such as bundling
In a bid to acquire advanced IT infrastructure to run services and temperature-controlled distribution,
our support systems, we invested in servers and in order to help us reach our goal of having 500 fully
data storage with flash technology that can support operational stores.
a 700-store plan. We also invested in new scanners
that will make our receiving processes more efficient,
especially in handling high volumes of deliveries. HOME AND FASHION DEPARTMENTS

Finally, we implemented a new data loss prevention In 2018, we launched two new loan financing services
policy to further secure and safeguard all of Puregold’s for our home and fashion departments in select
confidential business files and information. Puregold branches: home credit (launched in March
2018) and AEON Credit Servicing (launched in August
2018). With these two financing options, our customers
SUPPLY CHAIN can now readily buy appliances, furniture, and gadgets
in installments without a credit card—instead, loan
To efficiently serve all of Puregold’s stores, in 2018 we borrowers can enjoy a convenient way to pay their
expanded our supply chain and cross-docking facilities monthly dues through our customer service bills
to a space of 40,000 sq. meters, in comparison to 2,500 payment facility. These two new financing services
sq. meters in 2013. The facility now serves 25% of our have increased the sales of furniture and appliances to
total business, with 350 enrolled suppliers. a 4% business share.

Aside from the physical expansion to ensure swift Additionally, in the fourth quarter of 2018 we launched
nationwide distribution, the supply chain has also an improved and expanded assortment of our gadgets
offered two solutions to streamline the flow of department. Thanks to this, we are expecting to
information between Puregold and our partners. increase the share from these partners to 6% in 2019.

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Puregold Annual Report 2018

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Puregold Annual Report 2018

2018

Marketing
Highlights
Always Panalo Promos

Promotions
We kicked off the year with the “Araw-AraWIN sa Puregold” raffle promo,
where we gave out aspirational prizes such as free trips, travel essentials,

And Raffles
and grocery shopping sprees. Then come June, we did a “Bag to School”
promo where we rewarded customers with a simple free bag with "baon,"
perfect for the back to school season.

Keeping in mind our sizeable moms & nanay clientele, we held the “Nanay
& Me - Alagang Always Panalo” raffle promo in August. Then arguably our
biggest promo of the year, the “Benterrific” promo celebrated Puregold’s
twentieth-year anniversary by giving twenty lucky winners a grand prize
of ONE MILLION PESOS each! To top it off, we also held a massive 3-day
sale featuring our best discounts and budget-friendly bundle packs.
Finally, we encouraged our customers during the shopping holidays 11.11
and 12.12 to take part in “hakot” culture with our 11+1 and 12+1 deals.

All these promotions and instant gratification to our customers and


members, helped us sustain our Always Panalo gratitude and service.

Tindahan Ni
Puregold’s Tindahan ni Aling Puring (TNAP) loyalty program continues
to bring opportunities and big savings to sari-sari store owners and other

Aling Puring
micro business owners.

On May 16 to 20, we held the 13th installment of the Tindahan ni Aling

Program Puring - Sari-Sari Store Convention.

26
Puregold Annual Report 2018

With the theme “TINDAHANation,” this gathering was a strong, collective


stand that sari-sari stores and all other SMEs must and will overcome
the various challenges of operating businesses. All in all, the convention
proved that a partnership with Puregold and Tindahan ni Aling Puring is
profitable and beneficial to its members.

Meanwhile, KAINdustriya, the sub-program of Tindahan ni Aling Puring


that caters to food businesses, also held its own convention at the
World Trade Center. With the theme “Panalong Sangkap sa Success,”
the convention gathered both existing and budding entrepreneurs and
educated them on how to manage a food business in a competitive market.
Besides the deals and innovations offered to our KAINdustriya members,
the event also showcased the skills of amateur flairtenders via the Mix
Masters competition, as well as that of culinary students via the KAIN U
competition.

To further reach more of our TNAP members across the country, we held
Negosyo Caravans in two key provincial cities—Davao City and Cauayan
City, Isabela. These caravans helped Puregold introduce its mission and
services in these provinces. It also allowed TNAP members in the province
to experience the “convention atmosphere” without having to travel all
the way to Metro Manila.

Perks
Our PERKS membership continues to grow, as current members are
already at 2 million and counting. Members enjoy discounts, free items,
family events and free points promotions that ran throughout the year.

Online
Puregold’s official Facebook page is now one of the most-followed social
media pages in the country with more than one million followers. With

Presence
its relevant lifestyle tips, reminders, promos, events and very relatable
content, our Facebook page has become a big part of our customers’ social
media lives.

27
Puregold Annual Report 2018

2018 Awards
HR ASIA AWARDS
As Asia’s most authoritative publication for HR professionals, HR Asia
holds the annual HR Asia Awards. The first-ever HR Asia Awards for
the Philippines’ best companies to work for was held last 2018.

The companies are chosen based on the survey results conducted to employees of the nominees focusing on
high levels of employee engagement, workplace culture and advancement and development opportunities.
While the program is Asia-centric, the survey’s parameters are benchmarked against the best in the world.

Puregold was
honored and
proud to be named
One of the Best
Companies to Work
For In Asia 2018​

DTI Bagwis
Awardees
The DTI-Bagwis Program
gives due recognition
to establishments that
Puregold was the proud
uphold the rights of
recipient of 51 Bagwis in 2018,
consumers while practicing
responsible business including 41 Gold Bagwis!
where consumers get the
best value for money.

28
Puregold Annual Report 2018

GOLD BAGWIS
A. Province of Pangasinan C. Province of Rizal:
6 Gold Bagwis, awarded 10 Gold Bagwis awarded in October 5 and
in October 29, 2018 to: December 5, 2018 to:
Puregold Angono
Puregold Calasiao Puregold Angono Bayan
Puregold Mangatarem Puregold Angono Highway
Puregold Mayombo Puregold Binangonan
Puregold Bonuan Puregold Cainta Junction
Puregold Bayambang Puregold Cainta Parola
Puregold Villasis Puregold East Summit
Puregold Pag-asa Binangonan
B. Province of Cavite: Puregold Tanay
25 Gold Bagwis, awarded Puregold Sumulong
in October 23, 2018 to:
Puregold Bacoor Puregold Dasmariñas
Puregold Noveleta Puregold Dasma Bayan
Puregold Kawit Puregold Golden City
Puregold Rosario Puregold General Trias Prinza
Puregold Habay Puregold Buhay na Tubig
Puregold Molino Blvd. Puregold Trece San Agustin
Puregold Molino Road Puregold Trece Tower Mall
Puregold Marcos Alvarez Puregold GMA
Puregold Magdiwang Road Puregold Carmona
Puregold Imus Puregold Tagaytay Jr.
Puregold Tanzang Luma Puregold Tagaytay Extra
Puregold Bucandala Puregold Tanza
Puregold Imus Terminal Mall

SILVER BAGWIS
A. Province of Batangas B. Province of Albay
6 Silver Bagwis, awarded in January 24, 1 Silver Bagwis, awarded in March 22,
2018 to: 2018 to:
Puregold Calicanto Puregold Embarcadero
Puregold Lipa
Puregold Tanauan
Puregold Sto. Tomas
Puregold Rosario
Puregold San Juan

BRONZE BAGWIS
A. Province of Pampanga
3 Bronze Bagwis, awarded in October 12,
2018 to:
Puregold Balibago
Puregold Angeles
Puregold San Fernando 1

29
Puregold Annual Report 2018

Supporting Our
Communities
Corporate Social Responsibility

Puregold touches the lives of countless people, every day, year after year. With
stores situated in major regions throughout the Philippines, the company’s wide
reach puts it in a unique position to work together with its host communities
towards a better future for the coming generations. Through this, Puregold
has developed a deeper connection with the people it serves—paving the
way for creating inclusive social programs for Filipinos nationwide.

Nurturing Livelihood Opportunities


Aside from providing educational and operational
As a retail company, Puregold knows how challenging support, the company also hosts annual conventions
it is to put up a business. Most store owners struggle for TNAP members to learn, collaborate, and elevate
to hit the ground running, because they lack the their business goals.
experience and financial know-how to manage the
business. Seeing the need for better entrepreneurial In year 2014, Puregold and TNAP store
training in small communities, Puregold founded the owners have made the move to transform
Tindahan ni Aling Puring (TNAP). their businesses from humble sari-sari stores to
minimarts. Not only does the program generate
This educational program serves as an avenue for a sustainable means of livelihood for TNAP members,
the company to share its expertise with budding it also supports the micro-economy where these
entrepreneurs to improve their small businesses. businesses thrive. To date, we have converted 117
From handling finances and managing inventory, to member stores into Minimarts.
displaying store shelves properly, Puregold is with
them every step of the way.

30
Puregold Annual Report 2018

Community Specific Programs


Puregold goes grassroots to capture the nuances in the needs of
the people it supports. To best address this, the company works
with its local employees, customers and stakeholders from the
community. From an array of proposed activities, they help curate,
improve, and later on, execute these tailor-made programs.

Coastal Clean-up

Puregold participates in annual cleanups along several


areas of the Philippine coastline such as during the
observation of World Wetlands Day in February 2018
and the International Coastal Cleanup in September
2018. These projects were partly spearheaded by the
local municipalities of La Union, Bulacan, and Negros
Occidental with the primary objective of minimizing
the environmental damage caused by improper trash
disposal.

Puregold Celebrates Nutrition Month

Last August 2018, Puregold celebrated Nutrition


Month with a special day of activities for day care
center students, barangay health workers, and
midwives centered on the importance of health and
nutrition. With the theme “Nutrition is Cool” the
fun-filled day included talks on health, nutrition, and
proper hygiene, as well as games, drawings, product
samplings and a dance contest for kids.

31
Puregold Annual Report 2018

“For Puregold, every day is an opportunity to


transform the lives of the people it serves,
beyond the confines of the business.”

Brigada Eskwela School Pack


Donation
The annual Brigada Eskwela kicked-off
in 2010 with a donation of backpacks
and school bundles containing basic
supplies such as notebooks, pencils,
ballpens, crayons and pad paper, for
underprivileged elementary students.

Over the years, the Brigada Eskwela


has grown in size and scope to reach
thousands of children. Beyond Metro
Manila, beneficiaries have included
far-flung public schools across the
country, from Luzon, Visayas, to
Mindanao.

Bloodletting Program
Puregold, in partnership with the
Philippine Red Cross, conducts an
annual blood donation program. Every
year, an average of 250 to 500 blood
bags are collected from both Puregold
customers and employees in blood
drives held in various Puregold store
locations.

32
Puregold Annual Report 2018

DTI Collaboration Asenso Livelihood Programs


On March 2, 2018, the Department of Trade and Industry
- CALABARZON conducted the “Usapang Negosyo at
Mamimili”, a seminar on starting a sari-sari store
business, at the Sto. Niño Integrated School in Tanay,
Rizal. With Puregold as a valued partner, 119 vegetable
farmers and sari-sari store owners from the barangays
of Cayabu, Cuyambay, Mamuyao, San Andres, Sta. Inez,
and Sto. Nino came to participate, with some attendees
walking for hours and crossing two rivers just to reach the
seminar venue.

Through this forum, Puregold shared the basics of starting


a sari-sari store business as well as the benefits of being a
member of its Tindahan ni Aling Puring program.

In other areas, DTI-CALABARZON also collaborated with


Puregold to organize Diskwento Caravans in Pangil Azufre
and in Paete Laguna, offering similar business startup
talks and inspiring testimonials.

Looking Ahead
For Puregold, every day is an opportunity to transform
the lives of the people it serves, beyond the confines of the
business. We hope that our humble efforts will positively
impact the communities we serve and our nation as
a whole. Whether it’s preserving resources for the
generations to come or paving the way for more livelihood
opportunities, Puregold will always champion a better life
for every Filipino.

“Puregold will always


champion a better life
for every Filipino.”

33
Puregold Annual Report 2018

LCCK
Foundation Inc.
Empowering Filipino Youth Through Education

L
uis Co Chi Kiat Foundation Inc. was founded and Furthermore, LCCKFI provides other scholarship
registered on March 28, 2003, by the children programs for the community. To date, it has 405
of the late Luis Co Chi Kiat. The foundation was scholars and 389 graduates from its 36 partner schools
established to realize Mr. Co’s concept of work and (DLSU, State Universities and Colleges, and public and
productivity. science high schools), where 67 are board-passers of
their respective field and 163 graduated with honors.
LCCKFI played a crucial role in the local community
by awarding scholarships to poor, but gifted and In 2018, LCCKFI launched its first health initiative
deserving students. The foundation’s core leaned called the “iHELP Program”, where it donated
towards providing educational programs for the youth kitchen equipment and quarterly supplies of food and
because they recognized the value of education – a medicine to the 270 residents of Golden Reception and
ticket to a better life and future. Action Center for the Elderly and other Special Cases
(GRACES). It is a way to strengthen the foundation’s
The foundation scholarship programs benefited not commitment in the area of “Health” as one of its
only the community but also its internal stakeholders. sustainability initiatives.
The foundation started Puregold’s Educational
Scholarship Program in 2012 by providing scholarship With its mission, commitment and exemplary
grants to the children of its employees. It was also partnerships, LCCKFI already received multiple
extended and offered last 2013 to the children of S&R recognitions from different institutions. LCCKFI
employees. LCCKFI’s Internal Scholarship Program continues to live the values and ideals of the late
has steadfastly provided educational aid to employees' Mr. Luis Co Chi Kiat and contributes in empowering
children. To date, it has 16 scholars and 7 graduates individuals and organizations.
from De La Salle network of schools and State
Universities.

34
Puregold and S&R employees with their children - LCCKFI scholars
Puregold Annual Report 2018

Puregold’s
Sustainability
Programs
Here at Puregold, we firmly believe in exploring
and implementing sustainability programs—not
just as a principle of cost efficiency, but more
so in the spirit of reducing the carbon footprint
and environmental impact of our operations.

There are three major areas where we are


focusing our sustainability efforts:

Reducing
Reducing energy Eliminating
water usage consumption waste
and emissions

36
Puregold Annual Report 2018

Reducing
Around 90% of Puregold’s daily water usage comes from toilet facilities
and fresh food preparations. In an effort to conserve water, we have

Water Usage
installed waterless urinals in all stores and offices, implemented a water
management plan, and educated our team members on the significance of
water conservation via email and information campaigns.

Puregold is also pilot-testing a water recycling initiative in five stores: Laoag, Paso de Blas, Calicanto, Fairview
Terraces and Montalban. The process takes used water from general store operations, and treats it in our
Wastewater Treatment Plants. Treated water is then recycled for cleaning and flushing toilets.

For old stores with existing Wastewater Treatment Plants without a recycling system, an initial run was
implemented in Puregold Kalentong where a water pump was installed to draw out treated water for use in cleaning
store trucks, parking spaces and watering plants. This simple program is planned for execution in Puregold stores
with existing Wastewater Treatment Plants and is projected to conserve water consumption by as much as 15%.
For upcoming stores with expected large water usage/volume, a water recycling and rain catchment system will
be integrated. The first of these will be in Puregold Bayawan, opening in 2019.

We are also drafting a long-term water conservation program to effectively monitor and assess the water usage
of each Puregold store and office.

Energy And
Puregold recognizes the need to actively reduce the emissions that
negatively impacts the environment and contributes to climate change.

Emission In 2010, we started installing and converting to more energy-efficient


lighting in our stores. Since 2016, we have been upgrading our cooling

Minimization and refrigeration systems to more eco-friendly options, eschewing


hydrofluorocarbon-dependent systems to minimize our greenhouse-gas
contributions. By 2025, we target to have all our existing air-conditioning and refrigeration systems converted.

Both of these initiatives also translate to significantly lower energy usage and increased cost savings.

Solid Waste
Philippine environmental policy promotes effective integrated waste
management through waste minimization, reuse, recycling, source

Minimization
separation, and recovery of both materials and energy. Here at Puregold,
we practice the following measures in reducing our solid waste:

Proper waste segregation


Reusing used carton boxes as primary packaging
material in our checkouts
Selling of any surplus carton boxes for recycling
Promoting the use of eco-bags to minimize use of plastics

We also fully comply with local government ordinances in select municipalities and cities to help minimize our
solid waste output.

Additionally, in order to further understand the impact of our daily operations on our solid waste output, we
conducted an analysis of solid waste generation on select Puregold branches. This study not only helped us realize
just how much actual waste we generate, but also allowed us to generate savings and profits through the re-use,
selling, and recycling of solid waste.

37
Puregold Annual Report 2018

How Puregold
Employees Are
Pure Gold
Puregold has always been a customer-focused,
people-centric supermarket chain.

B
eloved for its wide range of products – sourced A Puregold employee is someone who has integrity.
and sold at reasonable prices for everyday They are dedicated to upholding Puregold’s values.
people – Puregold uplifts thousands of They grow in the role they’ve been given, while
lives and small businesses, all over the Philippines. growing the company and the people around them.
Powering this complex, nationwide retail system is an
equally complex network of employees, each driven by Above all, a strong Puregold employee is someone who
a genuine love for the customer and each other. has “malasakit”, that sense of personal ownership and
responsibility that compels them to look out for the
This is no accident; Puregold actively seeks to inspire company’s interests.
and draw out the best in its people. From the Chairman
in Metro Manila, down to employees stocking shelves
in Mindanao, there is a common bond that drives each
employee and stakeholder – a passion for doing good The 5 Core Characteristics
work that improves the lives of their fellow Filipinos. of a Puregold Employee

A People-Centric Mindset
Puregold operates on a simple principle: great Malasakit
manpower elevates a company. This is why, for its
entire history, Puregold has maintained a “people- Loyalty
centric” mindset. Whether it is streamlining our
aisles for efficient customer navigation, guiding sari-
sari store owners with bulk purchases, or providing
Honesty
empowering work conditions for our thousands of
employees, Puregold is strongly committed to building
Results-driven
up people. The result – loyal customers and productive
employees – is the positive fruit of that mindset put
Customer-centric
into practice.

38
Puregold Annual Report 2018

Empowering Employees A Thriving Workplace


Every Puregold Employee is given the opportunity to Puregold employs nearly 59,000 people all over the
grow in the organization. Their growth is coupled with Philippines. Effectively managing these employees –
being empowered in respective roles, being assigned men and women with different positions, locations,
with new and larger responsibilities, and being cultures, languages, and needs – can be a challenging,
involved in strategic decisions. monumental task.

As people grow in their roles, we provide regular To better handle the workforce, Puregold automated
assistance and opportunities for self-improvement, HR processes and streamlined communication
employees are also encouraged to learn new things between the company and the workforce through a
and show initiative. When it comes to communication, digital Human Resource Information System.​
we have an open-door policy. Our head office is home
to an Employee Relations Department, where positive This portal allows employees to log in from their
and negative feedback can be submitted in utmost company computer and manage and file their vacation
confidence. and sick leaves, access advisories, track their loans
and pay slips, and stay updated on company news.
In addition to these, we regularly hold team building It also lets HR catalogue performance evaluation,
activities. In 2018 we took our people to Sandbox in provide inspirational quotes, and access other critical
Pampanga, where we enjoyed wall climbing, high employee information.
ropes courses, rappelling, and the famed giant swing.
After that we let our hair down with a beach party in The system is a work-in-progress but has already had
Subic, a well-deserved celebration for everyone who significant positive impact on HR operations. It will
worked hard and made the previous year a success. continue to be developed to help further streamline
internal communications and administrative tasks.
This considerate empowerment of people, coupled
with opportunities for advancement and reward, Puregold has always been a company devoted to people.
has resulted in a motivated and dedicated workforce. Whether it’s greeting a customer with a big smile and a
In 2018, 90% of the employees got a performance- helping hand, or putting in extra hours to make sure a
based merit increase. Also last year, 7% of employees store is serving people properly, it’s the hard-working,
were promoted and over 500 employees are service passionate individuals that make Puregold the success
awardees, proving that advancement is highly it is. And because of this, Puregold will always remain
attainable. a people-first company.

In addition to this, Puregold also provides high-


impact academic scholarships for qualified employees’
children. Currently, we provide high school
scholarships for De La Salle and college scholarships
for any De La Salle or state university.

39
Puregold Annual Report 2018

From Left To Right:


Sitting: Ms. Marilyn Pardo, Mrs. Susan Co
Standing: Mr. Jaime Dela Rosa, Mr. Leonardo Dayao, Mr. Jack Huang, Mr. Ferdinand Vincent Co, Mr. Edgardo Lacson, Mr. Lucio Co, Ms. Pamela Justine Co

Board of
Directors
MR. LUCIO MR. FERDINAND MRS. SUSAN
L. CO VINCENT P. CO P. CO
Chairman of the Board PRESIDENT Vice-Chairman

MR. LEONARDO MR. JACK E. MS. PAMELA


B. DAYAO HUANG JUSTINE P. CO
DIRECTOR Director Director

MR. JAIME S. MR. EDGARDO MS. MARILYN


DELA ROSA G. LACSON V. PARDO
Independent Director Independent Director Independent Director

40
Puregold Annual Report 2018

MR. LUCIO L. CO
Chairman of the Board
Lucio Co is the Chairman of Puregold, and He is also a Director of the following
has been at the company’s helm since it was companies: Catuiran Hydropower Corporation,
incorporated in September 1998. Karayan Hydropower Corporation, Kareila
Management Corp., LCCK & Sons Realty
He also holds the following positions in other Corporation, League One Finance and Leasing
publicly-listed companies: Chairman of Corporation, Meritus Prime Distributions,
Cosco Capital, Inc., Chairman and President of Inc., Montosco, Inc., Nation Realty, Inc.,
Da Vinci Capital Holdings, Inc., and Director Pamana Water Corporation, PPCI Subic, Inc.,
of the Philippine Bank of Communications. Patagonia Holdings Corp., Premier Wine &
Spirits, Inc., S&R Pizza (Harbor Point), Inc.,
Mr. Co is also the Chairman of the following S&R Pizza, Inc. and Tower 6789 Corporation
companies: Alcorn Petroleum & Minerals (formerly: Alphaland Makati Tower, Inc.)
Corporation, Bellagio Holdings, Inc., Canaria
Holdings Corporation, Ellimac Prime He is a member of the Board of Trustees of
Holdings, Inc., Entenso Equities Incorporated, Adamson University and Luis Co Chi Kiat
Invescap Incorporated, NE Pacific Shopping Foundation, Inc.
Centers Corporation, P.G. Holdings, Inc.,
Puregold Duty Free (Subic), Inc., Puregold Mr. Co has been an entrepreneur for the past
Duty Free, Inc., Puregold Finance, Inc., 40 years.
Puregold Properties, Inc., Puregold Realty
Leasing & Management, Inc., San Jose City I
Power Corp., Union Energy Corporation, and
Union Equities, Inc.

MRS. SUSAN P. CO
Vice-Chairman
Susan P. Co is the Vice-Chairman of Puregold Co Chi Kiat Foundation, Inc., Meritus Prime
Price Club, Inc. and has held the position since Distributions, Montosco, Inc., Nation Realty,
it was incorporated in September 1998. Inc., NE Pacific Shopping Center Corporation,
P.G. Holdings, Inc., Patagonia Holdings
Mrs. Co currently holds the following Corporation, PPCI Subic Inc., Premier Wines
positions in other publicly-listed companies: and Spirits, Inc. Puregold Duty Free (Subic),
Vice-Chairman and Treasurer of Cosco Inc., Puregold Duty Free, Inc., Puregold
Capital, Inc. and Director of Philippine Bank Properties, Inc., Puregold Realty Leasing &
of Communications. Management, Inc., S&R Pizza (Harbor Point),
Inc., S&R Pizza, Inc., San Jose City I Power
She is currently the Chairman of Tower Corporation, Union Energy Corporation and
6789 Corporation (Alphaland Makati Tower, Union Equities, Inc.
Inc.) and Director of the following private
companies: Bellagio Holdings, Inc., Blue Ocean Mrs. Co received a Bachelor of Science Degree
Holdings, Inc., Canaria Holdings Corporation, in Commerce from the University of Santo
Ellimac Prime Holdings, Kareila Management Tomas.
Corporation, KMC Realty Corporation, Luis

MR. FERDINAND VINCENT P. CO


President
Ferdinand Vincent P. Co has been a Director Holdings, Inc., Canaria Holdings Corporation,
of the Company since 2003. He was elected Daily Commodities, Inc., Ellimac Prime
President of the Company on May 12, 2015. Holdings, Inc., Fertuna Holdings Corporation,
Meritus Prime Distributions, Inc., P.G.
He currently holds the following positions: Holdings, Inc., PSMT Philippines, Inc.,
Chairman and President of Alerce Holdings Premier Wine & Spirits, Inc., Puregold Duty
Corporation, Invesco Company, Inc., KMC Free (Subic), Inc., Puregold Finance, Inc.,
Realty Corporation, League One, Inc., Puregold Properties, Inc., Puregold Realty
Patagonia Holdings Corporation, PPCI Leasing & Management, Inc., San Jose City
Subic, Inc., SPC Resources, Inc., and VFC Power Corp., and Union Energy Corporation.
Land Resources, Inc.; President of Ayagold
Retailers, Entenso Equities Incorporated, and Mr. Co received a Bachelor of Science Degree
Union Equities, Inc.; and Director of Tower in Entrepreneurial Management from the
6789 (formerly: Alphaland Makati Tower, University of Asia and the Pacific.
Inc.), Bellagio Holdings, Inc., Blue Ocean

41
Puregold Annual Report 2018

MR. LEONARDO B. DAYAO


Director
Leonardo B. Dayao was the President of the Duty Free (Subic), Inc., Puregold Finance,
Company from 2005 to 2014. He was first Inc., San Jose City I Power Corporation, Union
elected as one of the members of the Board in Energy Corporation; Vice-President of Alerce
1998. Holdings Corp., Bellagio Holdings, Inc., KMC
Realty Corporation, Puregold Properties, Inc.,
He currently holds the following positions in Union Equities, Inc., VFC Land Resources, Inc.;
other publicly-listed companies: President of and Director of Canaria Holdings Corporation
Cosco Capital, Inc. and Vice-Chairman of the Entenso Equities Incorporated, Karayan
Philippine Bank of Communications. Hydropower Corporation, and Puregold
Realty Leasing & Management, Inc.
He also holds the following positions in these
companies: Chairman of Catuiran Hydropower Mr. Dayao received a Bachelor of Science
Corporation, Fertuna Holdings Corporation, Degree in Commerce from the Far Eastern
Kareila Management Corporation, League University. He is a Certified Public Accountant.
One Finance and Leasing Corporation, PSMT He completed the Basic Management Program
Philippines, Inc., S&R Pizza (Harbor Point), at the Asian Institute of Management
Inc., S&R Pizza, Inc.; President of Alcorn and earned units in a Masters in Business
Petroleum Minerals Corporation, NE Pacific Administration program from the University
Shopping Centers Corporation, Puregold of the Philippines – Cebu.

MS. PAMELA JUSTINE P. CO


Director
Pamela Co has been a Director of the Company Montosco, Inc., P.G. Holdings, Inc., Patagonia
since 2003 and is currently holding a position Holdings Corporation, PSMT Philippines,
of Division Merchandise Manager of Kareila Inc., Premier Wine & Spirits, Inc., Puregold
Management Corporation from 2015 up to Duty Free (Subic), Inc., Puregold Properties,
present. Inc., S&R Pizza (Harbor Point), Inc., S&R
Pizza, Inc., SPC Resources, Inc., Union Energy
She currently holds these positions in the Corporation, Union Equities, Inc., and VFC
following companies: Director of Alerce Land Resources, Inc.
Holdings Corporation, Bellagio Holdings,
Inc., Blue Ocean Holding, Inc., Ellimac Prime Mr. Co graduated from the Thames
Holdings, Inc., Fertuna Holdings Corporation, International School with a Bachelor of
Invesco Company, Inc., Kareila Management Science Degree in Entrepreneurship.
Corporation, KMC Realty Corporation, League
One, Inc., Meritus Prime Distributions, Inc.,

MR. JACK E. HUANG


Director
Jack Huang is currently the Operations He also worked in the Bank of the Philippine
Manager and Vice-President for the Visayas Islands from 1983 to 1990.
& Mindanao area of Abacus Securities
Corporation. He is also a member of the Board He also serves as Director of Cebu Business
of Trustees of Sacred Heart School – Ateneo Continuous Forms and Richmedia Network,
de Cebu. Inc., both privately-owned companies.

Mr. Huang started in Abacus in 1992. Prior Mr. Huang graduated from the Ateneo De
to this, he worked in Ayala Investment and Manila University in 1975 with a degree of
Development Corporation from 1975 to 1983. Bachelor of Arts in Economics.

42
Puregold Annual Report 2018

MR. EDGARDO G. LACSON


Independent Director
Edgardo Lacson is the Lead Independent and Honorary Chair of the Philippine Chamber
Director of the Company. of Commerce and Industry.

He currently holds these positions in the Previously, he also served as a Director of


following privately-owned companies: the Philippine Stock Exchange, representing
Chairman at Metrostore Corporation, EML other market participants, Director and
Realty Corporation, and the Employers Treasurer of Link Edge, and Independent
Confederation of the Philippines; President Director of Global Ferro Nickel, Inc.
of MIS Maritime Corporation and Safe
Seas Shipping Agency Corporation, Inc.; Mr. Lacson graduated from the De La Salle
Member of Management Association of the University with a Degree of Bachelor of
Philippines; Member of the Board of Trustees Science in Commerce.
of De La Salle; former Trustee of the Home
Development Mutual Fund; and Past President

MS. MARILYN V. PARDO


Independent Director
Marilyn V. Pardo is one of the Independent Mrs. Pardo obtained her Bachelor of Liberal
Directors of the Company . Arts and an Associate Degree in Business from
Assumption College in 1960.
She is currently the Chairman and Chief
Executive Officer of Asian Holdings
Corporation, Downtown Properties, Inc.,
Casa Catalina Corporation and Catalina
Commercial Properties, Inc.

MR. JAIME S. DELA ROSA


Independent Director
Jaime Dela Rosa is a former Director of Alcorn Additionally, he was previously the Associate
Gold Resources Corporation, PNCC – Skyway Executive Trustee of the Asset Privatization
Corporation of the Philippines, and the Trust, and the former Director of Coco Life
Development Bank of the Philippines. Insurance and Coco Life General Insurance.

He also used to be the President of Portman Mr. Dela Rosa graduated from the Far Eastern
Mining Philippines, Cabaluan Chromite Corp., University with a degree of Bachelor of
and Food Terminal, Inc.; the Head of Ayala Science, major in Accounting in 1964. He
Investment and Development Corporation finished the Program on Global Financial
and Philsec Investment Corporation for Systems in 2002 at the John F. Kennedy School
Visayas and Mindanao; and Assistant Vice- of Government, Harvard University.
President of Citibank.

43
Puregold Annual Report 2018

PUREGOLD PRICE CLUB, INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS


December 31, 2018, 2017 and 2016

44
PuregoldAnnual
Puregold Report2018
AnnualReport 2018

45
Puregold Annual Report 2018

R.G. Manabat & Co.


The KPMG Center, 9/F
6787 Ayala Avenue, Makati City
Philippines 1226
Telephone +63 (2) 885 7000
Fax +63 (2) 894 1985
Internet www.kpmg.com.ph
Email [email protected]

REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholders


Puregold Price Club, Inc. and Subsidiaries
900 Romualdez Street
Paco, Manila

Opinion

We have audited the consolidated financial statements of Puregold Price Club, Inc. and
its Subsidiaries (the “Group”), which comprise the consolidated statements of financial
position as at December 31, 2018 and 2017, and the consolidated statements of
comprehensive income, consolidated statements of changes in equity and consolidated
statements of cash flows for each of the three years in the period ended
December 31, 2018, and notes, comprising significant accounting policies and other
explanatory information.

In our opinion, the accompanying consolidated financial statements present fairly, in all
material respects, the consolidated financial position of the Group as at
December 31, 2018 and 2017, and its consolidated financial performance and its
consolidated cash flows for each of the three years in the period ended
December 31, 2018, in accordance with Philippine Financial Reporting Standards
(PFRS).

Basis for Opinion

We conducted our audits in accordance with Philippine Standards on Auditing (PSA).


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

PRC-BOA Registration No. 0003, valid until March 15, 2020


SEC Accreditation No. 0004-FR-5, Group A, valid until November 15, 2020
IC Accreditation No. F-2017/010-R, valid until August 26, 2020
R.G. Manabat & Co., a Philippine partnership and a member firm of the KPMG network of independent
46
member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity.
BSP - Selected External Auditors, Category A, valid for 3-year audit period
(2017 to 2019)
Puregold Annual Report 2018

Key Audit Matters

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

Revenue Recognition (P140.92 billion)


Refer to Note 3 to the consolidated financial statements.

The risk
Revenue is an important measure used to evaluate the performance of the
Group and is generated from various sources. It is accounted for when sales
transactions are completed, when goods are delivered or services are rendered
to the customers and all economic risks of the Group are transferred. While
revenue recognition and measurement is not complex for the Group, revenues
may be inappropriately recognized in order to improve business results and
achieve revenue growth in line with the objectives of the Group, thus increasing
the risk of material misstatement.

Our response
We performed the following audit procedures, among others, on revenue
recognition:

 We evaluated and assessed the revenue recognition policies of the Group in


accordance with PFRS 15, Revenue from Contracts with Customers.

 We evaluated and assessed the design and operating effectiveness of the


key controls over the revenue process.

 We involved our information technology specialists to assist in the audit of


automated controls, including interface controls among different information
technology applications for the evaluation of the design and operating
effectiveness of controls over the recording of revenue transactions.

 We tested, on a sampling basis, sales transactions for a selected period


before and after year-end to supporting documentation such as sales
summary generated reports from the point-of-sale (POS) system, as
reconciled with the cash receipts, to assess whether these transactions are
recorded in the correct reporting period.

 We vouched, on a sampling basis, sales transactions to supporting


documentation such as sales invoices and delivery documents, as applicable,
to ascertain that the revenue recognition criteria is met.

 We tested, on a sampling basis, journal entries posted to revenue accounts


to identify unusual or irregular items.

47
Puregold Annual Report 2018

Valuation of Goodwill, Trademark and Customer Relationships (P19.50 billion)


Refer to Note 11 to the consolidated financial statements.

The risk
The Group holds significant balances pertaining to goodwill, trademark and
customer relationships as a result of several business acquisitions. The annual
impairment test of these assets was significant to our audit since this is complex
and judgmental by nature as it is based on assumptions of future market and/or
economic conditions. The key assumptions used include growth rates, discount
rates and sensitivity analyses.

Our response
We performed the following audit procedures, among others, around impairment
testing of goodwill, trademark and customer relationships:

 We obtained the Group’s discounted cash flow model that tests the carrying
value of goodwill.

 We evaluated the reasonableness of key assumptions used by management


in deriving the recoverable amount. These procedures included using our
own internal valuation specialist to evaluate the key inputs and assumptions
for growth and discount rates.

 We reviewed the cash flows used, with comparison to recent performance,


trend analysis and market expectations, and by reference to prior year’s
forecast, where relevant, and assessing whether the Group has achieved
them.

 We evaluated the adequacy of the disclosures in respect of impairment of


goodwill in the consolidated financial statements.

Other Information

Management is responsible for the other information. The other information comprises
the information included in the SEC Form 20-IS (Definitive Information Statement),
SEC Form 17-A and Annual Report for the year ended December 31, 2018, but does not
include the consolidated financial statements and our auditors’ report thereon. The
SEC Form 20-IS (Definitive Information Statement), SEC Form 17-A and Annual Report
for the year ended December 31, 2018 are expected to be made available to us after the
date of this auditors’ report.

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

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

48
Puregold Annual Report 2018

Responsibilities of Management and Those Charged with Governance for the


Consolidated Financial Statements

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

In preparing the consolidated financial statements, management is responsible for


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

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

As part of an audit in accordance with PSA, we exercise professional judgment and


maintain professional skepticism throughout the audit. We also:

 Identify and assess the risks of material misstatement of the consolidated financial
statements, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.

 Obtain an understanding of internal control relevant to the audit in order to design


audit procedures that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the Group’s internal control.

 Evaluate the appropriateness of accounting policies used and the reasonableness of


accounting estimates and related disclosures made by management.

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


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

49
Puregold Annual Report 2018

50
Puregold Annual Report 2018

PUREGOLD PRICE CLUB, INC. AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

December 31
Note 2018 2017
ASSETS
Current Assets
Cash and cash equivalents 4 P10,687,359,234 P8,065,646,235
Receivables - net 5, 22 4,789,798,078 4,569,341,716
Merchandise inventory 6 19,731,823,439 17,696,641,161
Financial assets at FVPL 7 36,502,592 46,887,876
Prepaid expenses and other current assets 8 1,192,910,954 964,129,471
Total Current Assets 36,438,394,297 31,342,646,459

Noncurrent Assets
Investments 9 611,053,713 801,616,101
Property and equipment - net 10 19,489,073,780 17,696,372,319
Intangibles and goodwill 11 19,736,251,070 19,737,396,240
Other noncurrent assets 12, 18 2,115,425,536 1,886,062,097
Total Noncurrent Assets 41,951,804,099 40,121,446,757
P78,390,198,396 P71,464,093,216

LIABILITIES AND EQUITY


Current Liabilities
Accounts payable and accrued expenses 13, 22, 25 P11,676,505,995 P11,612,957,865
Short-term loans payable 14 4,756,300,000 4,112,500,000
Income tax payable 794,495,479 877,509,034
Due to related parties 22 43,474,532 37,065,831
Current maturities of long-term loan - net of debt
issue cost 14 - 2,399,204,654
Other current liabilities 15 335,626,065 421,532,915
Total Current Liabilities 17,606,402,071 19,460,770,299

Noncurrent Liabilities
Noncurrent accrued rent 18 3,692,167,535 3,260,616,193
Long-term loan - net of current maturities 14 1,840,000,000 -
Deferred tax liabilities - net 24 135,128,978 242,677,396
Retirement benefits liability 23 478,495,654 538,173,177
Total Noncurrent Liabilities 6,145,792,167 4,041,466,766
Total Liabilities 23,752,194,238 23,502,237,065

Equity 25
Capital stock 2,799,914,086 2,785,362,877
Additional paid-in capital 20,830,391,081 20,830,391,081
Remeasurement of retirement benefits - net of tax 273,741,007 117,313,327
Treasury stock, at cost (71,253,489) (56,702,280)
Retained earnings 30,805,211,473 24,285,491,146
Total Equity 54,638,004,158 47,961,856,151
P78,390,198,396 P71,464,093,216

See Notes to the Consolidated Financial Statements.

51
Puregold Annual Report 2018

PUREGOLD PRICE CLUB, INC. AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Years Ended December 31


Note 2018 2017 2016
NET SALES
Gross sales P141,216,887,789 P124,761,134,087 P112,818,373,088
Sales discount 298,879,561 270,110,521 229,006,848
16 140,918,008,228 124,491,023,566 112,589,366,240
COST OF SALES 6, 17 117,077,675,356 103,015,148,714 93,213,664,249
GROSS PROFIT 23,840,332,872 21,475,874,852 19,375,701,991
OTHER OPERATING INCOME 16, 18, 19 2,941,091,069 2,692,247,628 2,428,845,796
26,781,423,941 24,168,122,480 21,804,547,787
OPERATING EXPENSES 20 17,840,239,472 15,515,628,653 13,707,403,016
INCOME FROM OPERATIONS 8,941,184,469 8,652,493,827 8,097,144,771

OTHER INCOME (EXPENSES)


Interest income 4 37,409,809 21,658,740 12,686,675
Interest expense 14 (174,596,536) (129,697,000) (101,469,303)
Share in results of joint ventures
and associate 9 14,127,350 (138,034,506) (68,439,999)
Others - net 7, 9, 10, 21 326,980,692 (22,296,975) (22,557,840)
203,921,315 (268,369,741) (179,780,467)
INCOME BEFORE INCOME TAX 9,145,105,784 8,384,124,086 7,917,364,304

INCOME TAX
Current 2,803,076,753 2,695,668,770 2,550,889,317
Deferred (177,691,296) (151,756,477) (159,755,419)
24 2,625,385,457 2,543,912,293 2,391,133,898
NET INCOME 6,519,720,327 5,840,211,793 5,526,230,406

OTHER COMPREHENSIVE
INCOME
Item that will not be reclassified
subsequently to profit or loss
Remeasurements of defined benefits 23 223,258,703 78,103,072 90,219,876
Income tax relating to items that will
not be reclassified subsequently (66,831,023) (23,314,023) (27,044,752)
156,427,680 54,789,049 63,175,124
TOTAL COMPREHENSIVE
INCOME FOR THE YEAR P6,676,148,007 P5,895,000,842 P5,589,405,530
Basic and diluted earnings per share 27 P2.36 P2.11 P2.00

See Notes to the Consolidated Financial Statements.

52
PUREGOLD PRICE CLUB, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Years Ended December 31


Additional Remeasurements of Treasury Retained
Note Capital Stock Paid-in Capital Retirement Benefits Stock - At Cost Earnings Total Equity
Balance at January 1, 2016 P2,785,362,877 P20,830,391,081 (P650,846) (P56,702,280) P14,854,815,931 P38,413,216,763

Total comprehensive income


Net income for the year - - - - 5,526,230,406 5,526,230,406
Other comprehensive income - net of tax - - 63,175,124 - - 63,175,124
Total comprehensive income - - 63,175,124 - 5,526,230,406 5,589,405,530

Transactions with owners of the Parent Company


Cash dividends 25 - - - - (829,614,422) (829,614,422)
Balance at December 31, 2016 2,785,362,877 20,830,391,081 62,524,278 (56,702,280) 19,551,431,915 43,173,007,871

Total comprehensive income

53
Net income for the year - - - - 5,840,211,793 5,840,211,793
Other comprehensive income - net of tax - - 54,789,049 - - 54,789,049
Total comprehensive income - - 54,789,049 - 5,840,211,793 5,895,000,842

Transaction with owners of the Parent Company


Puregold Annual Report 2018

Cash dividends 25 - - - - (1,106,152,562) (1,106,152,562)


Balance at December 31, 2017 2,785,362,877 20,830,391,081 117,313,327 (56,702,280) 24,285,491,146 47,961,856,151

Total comprehensive income


Net income for the year - - - - 6,519,720,327 6,519,720,327
Other comprehensive income - net of tax - - 156,427,680 - - 156,427,680
Total comprehensive income - - 156,427,680 - 6,519,720,327 6,676,148,007

Transaction with owners of the Parent


Company
Effect of merger 25 14,551,209 - - (14,551,209) - -
Balance at December 31, 2018 P2,799,914,086 P20,830,391,081 P273,741,007 (P71,253,489) P30,805,211,473 P54,638,004,158

See Notes to the Consolidated Financial Statements.


Puregold Annual Report 2018

54
Puregold Annual Report 2018

Years Ended December 31


Note 2018 2017 2016
CASH FLOWS FROM FINANCING
ACTIVITIES
Payment of long-term loans payable 14 (P560,000,000) (P120,000,000) (P450,000,000)
Payment of short-term loans payable 14 (1,415,000,000) (2,320,000,000) (1,650,000,000)
Availment of short-term loans
payable 14 1,658,800,000 1,415,000,000 3,530,000,000
Availment of long-term loans payable 400,000,000 - -
Cash dividends paid 25 (1,106,152,562) (829,614,422) (829,614,422)
Net cash provided by (used in)
financing activities (1,022,352,562) (1,854,614,422) 600,385,578

NET INCREASE IN CASH AND


CASH EQUIVALENTS 2,621,712,999 1,649,762,850 169,390,368
CASH AND CASH EQUIVALENTS
AT BEGINNING OF YEAR 4 8,065,646,235 6,415,883,385 6,246,493,017
CASH AND CASH EQUIVALENTS
AT END OF YEAR 4 P10,687,359,234 P8,065,646,235 P6,415,883,385

See Notes to the Consolidated Financial Statements

55
Puregold Annual Report 2018

PUREGOLD PRICE CLUB, INC. AND SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. Reporting Entity

Puregold Price Club, Inc. (the “Parent Company”) was incorporated and registered
with the Philippine Securities and Exchange Commission (SEC) on September 8,
1998. Its shares are listed in the Philippine Stock Exchange (PSE) since October 5,
2011 with stock symbol of PGOLD. Its immediate and ultimate parent company is
Cosco Capital, Inc. (Cosco) which is incorporated in the Philippines. Cosco is
formerly named Alcorn Gold Resources Corporation and is also listed with the PSE
since September 26, 1998.

The Parent Company is principally involved in the business of trading goods such as
consumer products (canned goods, housewares, toiletries, dry goods, food products,
pharmaceutical and medical goods, etc.) on a wholesale and retail basis. The Group
has three hundred seventy (370) operating stores and thirty-eight (38) food service
stalls. Thirty-two (32) stores and seven (7) food service stalls were newly opened in
2018. Its registered office is located at 900 Romualdez Street, Paco, Manila.

The consolidated financial statements include the accounts of the Parent Company
and the following subsidiaries (collectively referred to as “the Group”) which are all
incorporated in the Philippines:

Percentage of
Ownership
2018 2017
Kareila Management Corporation 100 100
S&R Pizza (Harbor Point), Inc. 100 100
S&R Pizza, Inc. 100 100
PPCI Subic, Inc. (PSI) 100 100
Entenso Equities Incorporated (Entenso) 100 100
Goldtempo Company Incorporated (Goldtempo) (b) - 100
Daily Commodities, Inc. (DCI) (b) - 100
First Lane Super Traders Co., Inc. (FLSTCI) (b) - 100
Pure Padala, Inc. (a) 100 -
(a) Newly incorporated and has not started operations yet
(b) Merged to the Company in 2018

All subsidiaries are engaged in the same business as the Parent Company except
for Entenso whose primary purpose is to invest in, purchase, subscribe for, or
otherwise acquire and own, hold, use, develop, sell, assign, transfer, mortgage,
pledge, exchange, or otherwise dispose real and personal property of every kind of
description.

56
Puregold Annual Report 2018

2. Basis of Preparation

Statement of Compliance
The consolidated financial statements have been prepared in compliance with
Philippine Financial Reporting Standards (PFRS). PFRS are based on International
Financial Reporting Standards (IFRS) issued by the International Accounting
Standards Board (IASB). PFRS which are issued by the Philippine Financial
Reporting Standards Council (FRSC), consist of PFRS, Philippine Accounting
Standards (PAS), and Philippine Interpretations.

The accompanying consolidated financial statements were approved and authorized


for issuance by the Board of Directors (BOD) on March 29, 2019.

Basis of Measurement
The Group’s consolidated financial statements have been prepared on the historical
cost basis of accounting, except for:

Items Measurement Bases


Financial assets at FVPL Fair value
Retirement benefits liability Present value of defined benefit obligation
less fair value of the plan asset
Financial assets at FVOCI Fair value

Functional and Presentation Currency


The consolidated financial statements are presented in Philippine peso, which is also
the Parent Company’s functional currency. All financial information expressed in
Philippine peso has been rounded off to the nearest peso, unless otherwise stated.

Use of Judgments, Estimates and Assumptions


The Group’s consolidated financial statements prepared in accordance with PFRS
require management to make judgments, estimates and assumptions that affect the
application of accounting policies and the amounts reported in the consolidated
financial statements at the reporting date. However, uncertainty about these
estimates and assumptions could result in an outcome that could require a material
adjustment to the carrying amount of the affected asset or liability in the future.

Judgments
In the process of applying the Group’s accounting policies, management has made
the following judgments, apart from those involving estimations, which have the most
significant effect on the amounts recognized in the consolidated financial statements:

Assessing Joint Arrangements


The Group determines the type of joint arrangement in which it is involved by
considering its rights and obligations. An entity assesses its rights and obligations by
considering the structure and legal form of the arrangement, the contractual terms
agreed to by the parties to the arrangement and, when relevant, other facts and
circumstances. Joint arrangements is classified into two types: joint operations and
joint ventures. A joint operation is a joint arrangement whereby the parties that have
joint control of the arrangement (i.e., joint operators) have rights to the assets, and
obligations for the liabilities, relating to the arrangement. A joint venture is a joint
arrangement whereby the parties that have joint control of the arrangement (i.e., joint
venturers) have rights to the net assets of the arrangement.

The Group has determined that its investments in joint arrangements are classified
as investments in joint ventures.

-2-
57
Puregold Annual Report 2018

As at December 31, 2018 and 2017, the carrying amount of its investments in joint
ventures amounted to P169.63 million and P360.19 million, respectively
(see Note 9).

Distinction between Investment Property and Property and Equipment


The Group determines whether a property qualifies as investment property. In
making its judgment, the Group considers whether the property generates cash flows
largely independent of the other assets held by the Group. Property and equipment
or owner-occupied properties generate cash flows that are attributable not only to the
property but also to the other assets used in the production or supply process.

The Group has determined that its properties are classified as owner-occupied
properties.

Assessing Lease Agreements


The determination of whether an arrangement is, or contains a lease is based on the
substance of the arrangement at inception date and requires assessment of whether
the fulfillment of the arrangement is dependent on the use of a specific asset or
assets and the arrangement conveys a right to use the asset.

Operating Leases - Group as a Lessee


The Group has entered into various lease agreements as a lessee. The Group has
determined that the lessor retains all significant risks and rewards of ownership of
these properties which are leased out under operating lease arrangements.

Rent expense recognized in profit or loss amounted to P3,064.10 million,


P2,714.66 million and P2,515.69 million in 2018, 2017 and 2016, respectively
(see Notes 18 and 20).

Operating Leases - Group as a Lessor


The Group has entered into various lease agreements as a lessor to sublease
portion of its stores to various lessees. The Group has determined that the lessor
retains all significant risks and rewards of ownership of these properties which are
leased out under operating lease arrangements.

Rent income recognized in profit or loss amounted to P407.25 million, P388.65


million and P377.28 million in 2018, 2017 and 2016, respectively (see Notes 18
and 19).

Assessment of Computer Software and Licenses and Leasehold Rights


The Group acquired computer software and licenses and leasehold rights to be used
for its primary line of business. The Group assessed that the computer software and
licenses and leasehold rights are intangible assets since: (1) these are separable; in
the case of computer software and licenses, these are not integral part of the related
hardware, thus, the Group can sell the software and licenses individually or together
with a related contract, asset or liability, and (2) they arose from contractual or other
legal rights.

-3-
58
Puregold Annual Report 2018

Estimates
The key estimates and assumptions used in the consolidated financial statements
are based on management’s evaluation of relevant facts and circumstances as at the
reporting date. Actual results could differ from such estimates.

Estimating Allowance for Impairment Losses on Receivables


The Group maintains an allowance for impairment losses on receivables at a level
considered adequate to provide for uncollectible receivables. The level of this
allowance is evaluated by the Group on the basis of factors that affect the
collectability of the accounts. These factors include, but are not limited to, the length
of the Group’s relationship with debtors, their payment behavior and known market
factors. The Group reviews the age and status of the receivable, and identifies
accounts that are to be provided with allowance on a regular basis. The amount and
timing of recorded expenses for any period would differ if the Group made different
judgment or utilized different estimates. An increase in the Group’s allowance for
impairment losses on receivables would increase the Group’s recorded operating
expenses and decrease current assets.

The allowance for impairment losses on receivables amounted to P7.46 million as at


December 31, 2018 and 2017. In 2018 and 2017, the Group did not recognize an
additional allowance for impairment losses on receivables because the Group
believes that all outstanding receivables are recoverable. The carrying amount of
receivables amounted to P4,789.80 million and P4,569.34 million as at
December 31, 2018 and 2017, respectively (see Note 5).

Estimating Net Realizable Value (NRV) of Merchandise Inventory


The Group carries merchandise inventory at NRV whenever the selling price less
costs to sell becomes lower than cost due to damage, physical deterioration,
obsolescence, changes in price levels or other causes (i.e., pre-termination of
contracts). The estimate of the NRV is reviewed regularly.

Estimates of NRV are based on the most reliable evidence available at the time the
estimates are made on the amount the inventories are expected to be realized.
These estimates take into consideration fluctuations of prices or costs directly
relating to events occurring after reporting date to the extent that such events confirm
conditions existing at reporting date. The NRV is reviewed periodically to reflect the
accurate valuation in the financial records.

The carrying amount of merchandise inventory amounted to P19,731.82 million and


P17,696.64 million as at December 31, 2018 and 2017, respectively (see Note 6).

Estimating Useful Lives of Property and Equipment


The Group estimates the useful lives of property and equipment based on the period
over which the assets are expected to be available for use. The estimated useful
lives of property and equipment are reviewed periodically and are updated if
expectations differ from previous estimates due to physical wear and tear, technical
or commercial obsolescence and legal or other limits on the use of the assets.

In addition, the estimation of the useful lives of property and equipment is based on
collective assessment of industry practice, internal technical evaluation and
experience with similar assets. It is possible, however, that future results of
operations could be materially affected by changes in estimates brought about by
changes in factors mentioned above. The amounts and timing of recorded expenses
for any period would be affected by changes in these factors and circumstances.
A reduction in the estimated useful lives of property and equipment would increase
recorded operating expenses and decrease noncurrent assets.

-4-
59
Puregold Annual Report 2018

Depreciation and amortization recognized in profit or loss amounted to


P1,854.84 million, P1,599.80 million and P1,379.09 million in 2018, 2017 and 2016,
respectively (see Notes 10 and 20). Property and equipment, net of accumulated
depreciation and amortization, amounted to P19,489.07 million and P17,696.37
million as at December 31, 2018 and 2017, respectively (see Note 10).

Estimating Useful Lives of Computer Software and Licenses and Leasehold Rights
The Group estimates the useful lives and amortization methods of computer software
and licenses and leasehold rights based on the period and pattern in which the
assets’ future economic benefits are expected to be consumed by the Group. The
estimated useful lives and amortization period of computer software and licenses
and leasehold rights are reviewed at each reporting date and are updated if there are
changes in the expected useful lives or the expected pattern of consumption of future
economic benefits embodied in the computer software and licenses and leasehold
rights. It is possible, however, that future results of operations could be materially
affected by changes in estimates brought about by changes in the assumptions
used.

Amortization recognized in profit or loss amounted to P40.81 million, P39.32 million


and P29.62 million in 2018, 2017 and 2016, respectively (see Notes 11 and 20). Net
carrying value of computer software and licenses and leasehold rights amounted to
P234.71 million and P235.86 million as at December 31, 2018 and 2017,
respectively (see Note 11).

Impairment of Goodwill, Trademark and Customer Relationships with Indefinite Lives


The Group determines whether goodwill, trademarks and customer relationships are
impaired at least annually. This requires the estimation of the recoverable amounts
of the goodwill, trademarks and customer relationships. Estimating recoverable
amounts requires management to make an estimate of the expected future cash
flows from the cash-generating unit to which the goodwill, trademarks and customer
relationships relate and to choose a suitable discount rate to calculate the present
value of those cash flows.

The carrying amounts of goodwill, trademarks and customer relationships with


indefinite useful lives amounted to P19,501.54 million as at December 31, 2018 and
2017, respectively (see Note 11).

Impairment of Non-financial Assets other than Goodwill


The Group assesses impairment on non-financial assets, other than inventories and
deferred tax assets when events or changes in circumstances indicate that the
carrying amount may not be recoverable.

The factors that the Group considers important which could trigger an impairment
review include the following:

 significant underperformance relative to the expected historical or projected


future operating results;

 significant changes in the manner of use of the acquired assets or the strategy
for overall business; and

 significant negative industry or economic trends.

-5-
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Puregold Annual Report 2018

Determining the net recoverable amount of assets requires the estimation of cash
flows expected to be generated from the continued use and ultimate disposition of
such assets. While it is believed that the assumptions used in the estimation of fair
values reflected in the separate financial statements are appropriate and reasonable,
significant changes in these assumptions may materially affect the assessment of
recoverable amount and any resulting impairment loss could have a material adverse
impact on the results of operations.

There are no impairment indicators affecting the Group’s non-financial assets as at


December 31, 2018 and 2017.

As at December 31, 2018 and 2017, the following are the carrying amounts of
nonfinancial assets:

Note 2018 2017


Property and equipment - net 10 P19,489,073,780 P17,696,372,319
Intangibles and goodwill 11 19,736,251,070 19,737,396,240
Investments 9 611,053,713 801,616,101

Management assessed that there are no impairment losses on the Group’s non-
financial assets for the years ended December 31, 2018 and 2017.

Estimating Realizability of Deferred Tax Assets


The Group reviews the carrying amount of deferred tax assets at each reporting date
and reduces deferred tax assets to the extent that it is no longer probable that
sufficient taxable profit will be available to allow all or part of the deferred tax assets
to be utilized. The Group also reviews the expected timing and tax rates upon
reversal of the temporary differences and adjusts the impact of deferred tax
accordingly. The Group’s assessment on the recognition of deferred tax assets is
based on the forecasted taxable income of the subsequent reporting periods. This
forecast is based on the Group’s past results and future expectations on revenues
and expenses.

As at December 31, 2018 and 2017, the Group recognized deferred tax assets
amounting to P1,328.70 million and P1,197.47 million, respectively (see Note 24).

The Group has not recognized any provision as at December 31, 2018 and 2017.

Estimating Retirement Benefits Liability and Cost


The determination of the Group’s obligation and cost of retirement benefits is
dependent on the selection of certain assumptions used by actuaries in calculating
such amounts. Those assumptions include among others, discount rate and salary
increase rates. Remeasurements of the retirement benefits liability are recognized in
other comprehensive income and comprise of actuarial gains and losses on the
retirement benefit obligation, return on plan assets, excluding amounts included in
the net interest of the pension benefit obligation and any change in the effect of the
asset ceiling.

Retirement benefits liability amounted to P478.50 million and P538.17 million as at


December 31, 2018 and 2017, respectively (see Note 23).

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3. Summary of Significant Accounting Policies

The accounting policies set out below have been applied consistently to all years
presented in these consolidated financial statements, except for the change in
accounting policy as explained below.

Adoption of New or Revised Standards, Amendments to Standards and


Interpretations
The Group has adopted the following amendments to standards starting January 1,
2018 and accordingly, changed its accounting policies. The adoption did not have a
material impact on the Group’s consolidated financial statements.

A number of other amendments and interpretations are also effective from


January 1, 2018 but they do not have a material effect on the Group’s financial
statements.

 PFRS 15 Revenue from Contracts with Customers replaces PAS 11


Construction Contracts, PAS 18 Revenue, IFRIC 13 Customer Loyalty
Programmes, IFRIC 18 Transfer of Assets from Customers and SIC-31 Revenue
- Barter Transactions Involving Advertising Services. The new standard
introduces a new revenue recognition model for contracts with customers which
specifies that revenue should be recognized when (or as) a company transfers
control of goods or services to a customer at the amount to which the company
expects to be entitled. Depending on whether certain criteria are met, revenue is
recognized over time, in a manner that best reflects the company’s performance,
or at a point in time, when control of the goods or services is transferred to the
customer. The standard does not apply to insurance contracts, financial
instruments or lease contracts, which fall in the scope of other PFRSs. It also
does not apply if two companies in the same line of business exchange non-
monetary assets to facilitate sales to other parties. Furthermore, if a contract with
a customer is partly in the scope of another PFRS, then the guidance on
separation and measurement contained in the other PFRS takes precedence.

 Philippine Interpretation IFRIC-22 Foreign Currency Transactions and Advance


Consideration. The interpretation clarifies that the transaction date to be used for
translation for foreign currency transactions involving an advance payment or
receipt is the date on which the entity initially recognizes the prepayment or
deferred income arising from the advance consideration. For transactions
involving multiple payments or receipts, each payment or receipt gives rise to a
separate transaction date. The interpretation applies when an entity pays or
receives consideration in a foreign currency and recognizes a non-monetary
asset or liability before recognizing the related item.

Additional disclosures required by the amended standards and interpretation


were included in the consolidated financial statements, where applicable.

 PFRS 9, Financial Instruments (2014). PFRS 9 (2014) replaces PAS 39,


Financial Instruments: Recognition and Measurement, and supersedes the
previously published versions of PFRS 9 that introduced new classifications and
measurement requirements (in 2009 and 2010) and a new hedge accounting
model (in 2013). PFRS 9 includes revised guidance on the classification and
measurement of financial assets that reflects the business model in which assets
are managed and their cash flow characteristics, including a new forward-looking
expected credit loss model for calculating impairment, and guidance on own
credit risk on financial liabilities measured at fair value. PFRS 9 incorporates new
hedge accounting requirements that represent a major overhaul of hedge
accounting and introduces significant improvements by aligning the accounting
more closely with risk management.

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Puregold Annual Report 2018

The Group has not designated any financial liabilities as FVTPL. There are no
changes in classification and measurement for the Group’s financial liabilities.

The adoption of PFRS 9 has no significant impact on the Group’s financial


statements and additional required disclosures were made as applicable.

Impairment of Financial Assets


PFRS 9 replaces the ‘incurred loss’ model in PAS 39 with an ‘expected credit loss’
(ECL) model. The new impairment model applies to financial assets measured at
amortized cost, contract assets and debt investments at FVOCI, but not to
investments in equity instruments. Under PFRS 9, credit losses are recognized
earlier than under PAS 39.

For assets in the scope of the PFRS 9 impairment model, impairment losses are
generally expected to increase and become more volatile.

The Group assessed that the impact of providing ECL in its financial assets is
immaterial (see Note 28).

Hedge Accounting
The Group has not entered into hedge accounting, thus this has no impact on the
Group’s financial statements.

PIC Q&A on Advances to Contractors


The Group adopted PIC Q&A 2018-15, PAS 1, Classification of Advances to
Contractors in the Nature of Prepayments: Current vs. Non-current starting
January 1, 2018. The impact of adoption is applied retrospectively which resulted to
the following reclassifications in the consolidated statement of financial position at
January 1, 2018:

(In thousand pesos) Current Assets Noncurrent Assets


Advances to contractors and suppliers (P215,533,529) P215,533,529

Advances to contractors and suppliers in relation to the construction of property and


equipment previously presented under current assets were reclassified to noncurrent
assets. Before the adoption of PIC Q&A 2018-15, the classification of the Group is
based on the timing of application of these advances against billings. The
interpretation aims to classify the prepayment based on the actual realization of such
advances based on the determined usage/realization of the asset to which it is
intended for (i.e., inventories, investment properties and property and equipment).

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Puregold Annual Report 2018

New or Revised Standards, Amendments to Standards, and Interpretations Not Yet


Adopted
A number of new and amendments to standards and interpretations are issued for
annual periods beginning after January 1, 2018. However, the Group has not applied
the following relevant new or amended standards in preparing the financial
statements. Unless otherwise stated, none of these are expected to have a
significant impact on the Group’s financial statements.

Effective January 1, 2019

 PFRS 16 Leases supersedes PAS 17 Leases and the related Philippine


Interpretations. The new standard introduces a single lease accounting model for
lessees under which all major leases are recognized on-balance sheet, removing
the lease classification test. Lease accounting for lessors essentially remains
unchanged except for a number of details including the application of the new
lease definition, new sale-and-leaseback guidance, new sub-lease guidance and
new disclosure requirements. Practical expedients and targeted reliefs were
introduced including an optional lessee exemption for short-term leases (leases
with a term of 12 months or less) and low-value items, as well as the permission
of portfolio-level accounting instead of applying the requirements to individual
leases. New estimates and judgmental thresholds that affect the identification,
classification and measurement of lease transactions, as well as requirements to
reassess certain key estimates and judgments at each reporting date were
introduced.

Future adoption of the standards will result in the recognition of the right-of-use
(ROU) of asset, lease liability and additional disclosures. Management is still
evaluating the financial impact of the new standard on the Group’s consolidated
financial statements as of the reporting period including the transition approach
that will be adopted.

Significant amounts of ROU and lease liability are expected to be recognized


given the significance of the future minimum lease payments as at
December 31, 2018 which amounted to P46.2 billion (see Note 18).

The following amended standards and interpretations are relevant but not expected
to have a significant impact on the Group’s consolidated financial statements.

 Philippine Interpretation IFRIC-23 Uncertainty over Income Tax Treatments


clarifies how to apply the recognition and measurement requirements in PAS 12
Income Taxes when there is uncertainty over income tax treatments. Under the
interpretation, whether the amounts recorded in the financial statements will
differ to that in the tax return, and whether the uncertainty is disclosed or
reflected in the measurement, depends on whether it is probable that the tax
authority will accept the Group’s chosen tax treatment. If it is not probable that
the tax authority will accept the Group’s chosen tax treatment, the uncertainty is
reflected using the measure that provides the better prediction of the resolution
of the uncertainty - either the most likely amount or the expected value. The
interpretation also requires the reassessment of judgments and estimates
applied if facts and circumstances change - e.g. as a result of examination or
action by tax authorities, following changes in tax rules or when a tax authority’s
right to challenge a treatment expires.

The interpretation is effective for annual periods beginning on or after


January 1, 2019. Earlier application is permitted. An entity shall disclose in its
financial statements that fact if it applied the interpretation in an earlier period.

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Puregold Annual Report 2018

Effective January 1, 2020

 Amendments to References to Conceptual Framework in PFRS Standards sets


out amendments to PFRS Standards, their accompanying documents and PFRS
practice statements to reflect the issuance of the revised Conceptual Framework
for Financial Reporting in 2018 (2018 Conceptual Framework). The 2018
Conceptual Framework includes:

 a new chapter on measurement;

 guidance on reporting financial performance;

 improved definitions of an asset and a liability, and guidance supporting


these definitions; and

 clarifications in important areas, such as the roles of stewardship, prudence


and measurement uncertainty in financial reporting.

Some Standards, their accompanying documents and PFRS practice statements


contain references to, or quotations from, the International Accounting Standards
Committee (IASC)'s Framework for the Preparation and Presentation of Financial
Statements adopted by the International Accounting Standards Board (IASB) in
2001 or the Conceptual Framework for Financial Reporting issued in 2010. The
amendments update some of those references and quotations so that they refer
to the 2018 Conceptual Framework, and makes other amendments to clarify
which version of the Conceptual Framework is referred to in particular
documents.

These amendments are effective for annual reporting periods beginning on or


after January 1, 2020.

 Plan Amendment, Curtailment or Settlement (Amendments to PAS 19, Employee


Benefits). The amendments clarify that on amendment, curtailment or settlement
of a defined benefit plan, an entity now uses updated actuarial assumptions to
determine its current service cost and net interest for the period. The effect of the
asset ceiling is disregarded when calculating the gain or loss on any settlement
of the plan and is dealt with separately in other comprehensive income.

The amendments apply for plan amendments, curtailments or settlements that


occur on or after the beginning of the first annual reporting period that begins on
or after January 1, 2019. Earlier application is permitted.

 Definition of Material (Amendments to PAS 1 Presentation of Financial


Statements and PAS 8 Accounting Policies, Changes in Accounting Estimates
and Errors). The amendments refine the definition of material. The amended
definition of material states that information is material if omitting, misstating or
obscuring it could reasonably be expected to influence the decisions that the
primary users of general purpose financial statements make on the basis of
those financial statements, which provide financial information about a specific
reporting entity. The amendments clarify the definition of material and its
application by:

a) raising the threshold at which information becomes material by replacing the


term ‘could influence’ with ‘could reasonably be expected to influence’;

b) including the concept of ‘obscuring information’ alongside the concept of


‘omitting’ and ‘misstating’ information in the definition;

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Puregold Annual Report 2018

c) clarifying that the users to which the definition refers are the primary users of
general purpose financial statements referred to in the Conceptual
Framework;

d) clarifying the explanatory paragraphs accompanying the definition; and

e) aligning the wording of the definition of material across PFRS Standards and
other publications.

The amendments are expected to help entities make better materiality judgments
without substantively changing existing requirements.

The amendments apply prospectively for annual periods beginning on or after


January 1, 2020. Earlier application is permitted.

Financial Instruments
Initial Recognition and Subsequent Measurement. A financial instrument is any
contract that gives rise to a financial asset of one entity and financial liability or equity
instrument of another entity.

a. Initial Recognition and Subsequent Measurement Prior to January 1, 2018

Financial Assets
Initial Recognition and measurement. Financial assets are classified, at initial
recognition, as financial assets at FVPL, loans and receivables, held-to-maturity
(HTM) investments or AFS financial assets. All financial assets are recognized
initially at fair value plus, in the case of financial assets not recorded at FVPL,
transactions costs that are attributable to the acquisition of the financial asset.
The Group has no financial assets at FVPL and HTM investments.

Purchases or sales of financial assets that require delivery of assets within a time
frame established by regulation or convention in the market place (regular way
trades) are recognized on the trade date, i.e., the date the Group commits to
purchase or sell the asset.

Subsequent Measurement. The subsequent measurement of financial assets


depends on their classification as described below:

 Loans and receivables. Loans and receivables are non-derivative financial


assets with fixed or determinable payments that are not quoted in an active
market. They are not entered into with the intention of immediate or short-
term resale and are not designated as AFS financial assets or FVPL financial
assets.

Financial instruments are classified as liability or equity in accordance with


the substance of the contractual arrangement. Interest, dividends, gains and
losses relating to a financial instrument or a component that is a financial
liability, are reported as expense or income. Distributions to holders of
financial instruments classified as equity are charged directly to equity, net of
any related income tax benefits.

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Puregold Annual Report 2018

Subsequent to initial measurement, loans and receivables are carried at


amortized cost using the effective interest method, less any impairment in
value. Amortized cost is calculated taking into account any discount or
premium on acquisition and includes transaction costs and fees that are an
integral part of the effective interest rate and transaction costs. Gains and
losses are recognized in profit or loss when the loans and receivables are
derecognized or impaired.

Loans and receivables are classified as current assets if maturity is within 12


months from the balance sheet date or the normal operating cycle, whichever
is longer. Otherwise, these are classified as noncurrent assets.

The Group’s cash and cash equivalents, receivables, advances to


contractors and security deposits (included as part of “Other noncurrent
assets”) are included in this category.

 AFS Financial Assets. AFS financial assets are non-derivative financial


assets that are either designated in this category or not classified in any of
the other financial asset categories. The Group designates financial
instruments as AFS financial assets if they are purchased and held
indefinitely and may be sold in response to liquidity requirements or changes
in market conditions.

After initial recognition, AFS financial assets are measured at fair value with
unrealized gains or losses being recognized in other comprehensive income
and are reported as “Cumulative unrealized gain (loss) on AFS financial
assets” in equity. When the financial asset is disposed of, the cumulative
gain or loss previously recorded in other comprehensive income is
recognized in profit or loss. Interest earned on the investments is reported
as interest income using the effective interest method. Dividends earned on
financial assets are recognized in profit or loss as “Dividend income” when
the right of payment has been established. The Group considers several
factors in making a decision on the eventual disposal of the investments.
The major factor of this decision is whether or not the Group will experience
inevitable further losses on investments.

These financial assets are classified as noncurrent unless there is intention


to dispose of such assets within 12 months of the reporting date.

The Group’s AFS financial assets include investment in equity securities.

Derecognition. A financial asset (or, where applicable, a part of a financial asset


or part of a group of similar financial assets) is derecognized when:

 the rights to receive cash flows from the asset have expired;

 the Group retains the rights 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 Group 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.

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Puregold Annual Report 2018

When the Group 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 Group’s continuing involvement in the asset. Continuing
involvement that takes the form of a guarantee over the transferred asset is
measured at the lower of the original carrying amount of the asset and the
maximum amount of consideration that the Group could be required to pay.

Financial Liabilities
Initial Recognition and Measurement. Financial liabilities are classified, at initial
recognition, as financial liabilities at FVPL or loans and borrowings.

All financial liabilities are recognized initially at fair value and in case of loans and
borrowings, net of directly attributable transaction costs.

Debt Issue Costs


Debt issue costs are considered as directly attributable transaction costs upon
initial measurement of the related debt and are subsequently considered as an
adjustment to the amortized cost and effective yield of the related debt using the
effective interest method. When a loan is paid, the related unamortized debt
issue costs at the date of repayment are recognized in profit or loss.

Subsequent Measurement. After initial recognition, interest-bearing loans and


borrowings are subsequently measured at amortized cost using the effective
interest method. Gains and losses are recognized in profit or loss when the
liabilities are derecognized as well as through the amortization process.

Financial liabilities are classified as current, except for maturities greater than
twelve months after the reporting date. These are classified as noncurrent
liabilities.

The Group's financial liabilities include accounts payable and accrued expenses,
dividends payable and long-term debts, except payable to government agencies.

Derecognition. A financial liability is derecognized when the obligation under the


liability is discharged or cancelled, or expires. When an existing financial liability
is replaced by another from the same lender on substantially different terms, or
the terms of an existing liability are substantially modified, such an exchange or
modification is treated as a derecognition of the original liability and the
recognition of a new liability, and the difference in the respective carrying
amounts is recognized in profit or loss.

b. Initial Recognition and Subsequent Measurement Effective January 1, 2018

Financial Assets
Initial Recognition and measurement. Financial assets are classified as financial
assets measured at amortized cost, FVPL and FVOCI.

The classification of financial assets at initial recognition depends on the financial


asset’s contractual cash flow characteristics and the Group’s business model for
managing them. With the exception of trade receivables that do not contain a
significant financing component or for which the Group has applied the practical
expedient, the Group initially measures a financial asset at its fair value plus, in
the case of a FVTPL, transaction costs. Trade receivables that do not contain a
significant financing component or for which the Group has applied the practical
expedient are measured at the transaction price determined under PFRS 15.

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Puregold Annual Report 2018

In order for a financial asset to be classified and measured at amortized cost or


FVOCI, it needs to give rise to cash flows that are ‘solely payments of principal
and interest (SPPI)’ on the principal amount outstanding. This assessment is
referred to as the SPPI test and is performed at an instrument level.

The Group’s business model for managing financial assets refers to how it
manages its financial assets in order to generate cash flows. The business
model determines whether cash flows will result from collecting contractual cash
flows, selling the financial assets, or both.

Purchases or sales of financial assets that require delivery of assets within a time
frame established by regulation or convention in the market place (regular way
trades) are recognized on the trade date, i.e., the date that the Group commits to
purchase or sell the asset.

The Group has no financial assets at FVOCI with recycling of cumulative gains or
losses (debt instruments) as at December 31, 2018.

Subsequent measurement. The subsequent measurement of financial assets


depends on their classification as described below:

 Financial assets at Amortized Cost. This category is the most relevant to the
Group. The Group measures financial assets at amortized cost if both of the
following conditions are met:

 The financial asset is held within a business model with the objective to
hold financial assets in order to collect contractual cash flows; and

 The contractual terms of the financial asset give rise on specified dates
to cash flows that are SPPI on the principal amount outstanding.

Financial assets at amortized cost are subsequently measured using the EIR
method and are subject to impairment. Gains and losses are recognized in
the profit or loss when the asset is derecognized, modified or impaired.
Financial assets at amortized cost are classified as current assets when the
Group expects to realize the asset within 12 months from reporting date.
Otherwise, these are classified as noncurrent assets.

As at December 31, 2018, the Group’s cash and cash equivalents,


receivables, advances to contractors and security deposits (included as part
of “Other non current assets”) are included in this category.

 Financial assets designated at FVOCI (equity instruments). Upon initial


recognition, the Group can elect to classify irrevocably its equity investments
as equity instruments designated at fair value through OCI when they meet
the definition of equity under PAS 32, Financial Instruments: Presentation
and are not held for trading. The classification is determined on an
instrument-by-instrument basis.

Gains and losses on these financial assets are never recycled to the
separate statement of comprehensive income. Dividends earned on financial
assets are recognized in profit or loss as “dividend income”, when the right of
payment has been established, except when the Group benefits from such
proceeds as a recovery of part of the cost of the financial asset, in which
case, such gains are recorded in OCI. Equity instruments designated at
FVOCI are not subject to impairment assessment.

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Puregold Annual Report 2018

As at December 31, 2018, this category includes the Group’s unquoted


equity securities. Prior to adoption of PFRS 9, these financial assets were
classified as AFS financial assets.

Derecognition. A financial asset (or, where applicable, a part of a financial asset


or part of a group of similar financial assets) is derecognized when:

 the rights to receive cash flows from the asset have expired;

 the Group retains the rights 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 Group 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.

When the Group 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 Group’s continuing involvement in the asset. Continuing
involvement that takes the form of a guarantee over the transferred asset is
measured at the lower of the original carrying amount of the asset and the
maximum amount of consideration that the Group could be required to pay.

Financial Liabilities
Initial Recognition and Measurement. Financial liabilities are classified, at initial
recognition, as financial liabilities at FVPL or loans and borrowings.

All financial liabilities are recognized initially at fair value and in case of loans and
borrowings, net of directly attributable transaction costs.

Debt Issue Costs


Debt issue costs are considered as directly attributable transaction costs upon
initial measurement of the related debt and are subsequently considered as an
adjustment to the amortized cost and effective yield of the related debt using the
effective interest method. When a loan is paid, the related unamortized debt
issue costs at the date of repayment are recognized in profit or loss.

Subsequent Measurement. The measurement of financial liabilities depends on


their classification as described below:

 Financial liabilities at FVPL. Financial liabilities at FVPL include financial


liabilities held for trading and financial liabilities designated upon initial
recognition at FVPL.

Financial liabilities are classified as held for trading if they are incurred for the
purpose of repurchasing in the near term.

Gains or losses on liabilities held for trading are recognized in the separate
statement of comprehensive income.

Financial liabilities designated upon initial recognition at FVPL are


designated at the initial date of recognition, and only if the criteria in PFRS 9
are satisfied. The Group has not designated any financial liability at FVPL.

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Puregold Annual Report 2018

 Loans and borrowings. This is the category most relevant to the Group. After
initial recognition, interest-bearing loans and borrowings are subsequently
measured at amortized cost using EIR method. Gains and losses are
recognized in the statement of income when the liabilities are derecognized
as well through the EIR amortization process.

Amortized cost is calculated by taking into account any discount or premium


on acquisition and fees or costs that are an integral part of the EIR. The EIR
amortization is included in interest expense in the statement of
comprehensive income.

This category generally applies to interest-bearing loans and borrowings.

Derecognition. A financial liability is derecognized when the obligation under


the liability is discharged or cancelled, or expires. When an existing financial
liability is replaced by another from the same lender on substantially different
terms, or the terms of an existing liability are substantially modified, such an
exchange or modification is treated as a derecognition of the original liability
and the recognition of a new liability, and the difference in the respective
carrying amounts is recognized in profit or loss.

Impairment of Financial Assets


The Group uses the expected credit losses model (“ECL”) which is applied to all
financial assets measured at amortized cost. The ECL is a ‘three stage’ approach
which is based on the change in credit quality of financial assets since initial
recognition. Assets move through the three stages as credit quality changes and the
stages dictate how an entity measures impairment losses. Stage 1 includes financial
instruments that have not had a significant increase in credit risk since initial
recognition or which have low credit risk at the reporting date. For these items, 12-
month ECL are recognized. The 12-months ECL are the expected credit losses that
result from default events that are possible within 12 months after the reporting date.
Stage 2 includes financial instruments that have had a significant increase in credit
risk since initial recognition (unless they have low credit risk at the reporting date) but
are not credit impaired. For these items, lifetime expected credit losses are
recognized which is the weighted average credit losses with the probability of default
as the weight. Stage 3 includes financial assets that are credit impaired at the
reporting date. For these items, lifetime expected credit losses are recognized. No
impairment loss is recognized on equity investments.

A financial asset is credit impaired when one or more events that have a detrimental
impact on the estimated future cash flows of the financial asset have occurred.

When determining whether the risk of default on a financial instrument has increased
significantly since initial recognition, the Group considers reasonable and
supportable information that is relevant and available without undue cost or effort.
This includes both quantitative and qualitative information and analysis, based on the
Group’s historical experience, credit assessment and including forward-looking
information.

The information analyzed by the Group includes the following, among others:

 actual and expected significant changes in the political, regulatory and


technological environment of the debtor or in its business activities.

 payment record - this includes overdue status as well as a range of variables


about payment ratios.

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Puregold Annual Report 2018

 existing and forecast changes in the business, financial and economic


conditions.

The Group considers a financial asset to be in default when:

 the debtor is unlikely to pay its credit obligation to the Group in full, without
recourse by the Group to actions such as realizing security (if any is held); or

 the debtor is past due more than 90 days on any material credit obligation to the
Group.

Inputs into the assessment of whether a financial instrument is in default and their
significance may vary over time to reflect changes in circumstances.

Trade and other receivables are written off (either partially or in full) when there is no
realistic prospect of recovery. This is generally the case when the Group determines
that the borrower does not have assets or sources of income that could generate
sufficient cash flows to repay the amounts subject to the write-off. However, the
financial assets that are written off could still be subject to enforcement activities in
order to comply with the Group’s procedures for recovery of amounts due.

Offsetting Financial Instruments


Financial assets and liabilities are offset and the net amount is reported in the
consolidated statements of financial position if, and only if, there is a currently
enforceable right to offset the recognized amounts and there is intention to settle on
a net basis, or to realize the asset and settle the liability simultaneously. This is not
generally the case with master netting agreements, and the related assets and
liabilities are presented gross in the consolidated statements of financial position.

Business Combinations
Business combinations and acquisition of entities other than those under common
control are accounted for using the acquisition method as at the acquisition date -
i.e., when control is transferred to the Group.

The Group measures goodwill at the acquisition date as:

 The fair value of the consideration transferred; plus

 The recognized amount of any non-controlling interests in the acquiree; plus

 if the business combination is achieved in stages, the fair value of the pre-
existing equity interest in the acquiree; less

 the net recognized amount (generally fair value) of the identifiable assets
acquired and liabilities assumed.

Subsidiaries
Subsidiaries are entities controlled by the Group. In accordance with PFRS 10
Consolidated Financial Statements, the Group controls an entity when it is exposed
to, or has the rights to, variable returns from its involvement with the entity and has
the ability to affect those returns through its power over the entity. The financial
statements of the subsidiaries are included in the consolidated financial statements
from the date that control commences until the date that control ceases.

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Puregold Annual Report 2018

Loss of Control
On the loss of control, the Group derecognizes the assets and liabilities of the
subsidiary and any non-controlling interests and other components of equity related
to the subsidiary. Any surplus or deficit arising on the loss of control is recognized in
profit or loss. If the Group retains any interest in the previous subsidiary, then such
interest is measured at fair value on the date that control is lost. Subsequently, that
retained interest is accounted for as an equity-accounted investee or as an AFS
financial asset depending on the level of influence retained.

Transactions Eliminated on Consolidation


All intra-group balances, transactions, income and expenses and profits and losses
resulting from intra-group transactions that are recognized in assets and liabilities,
are eliminated in preparing the consolidated financial statements, in accordance with
the accounting policy on consolidation. Unrealized losses are eliminated unless costs
cannot be recovered.

The financial statements of the subsidiaries are prepared for the same reporting
period as the Parent Company, using consistent accounting policies for like
transactions and other events in similar circumstances.

Fair Value Measurements


Fair value is the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the measurement
date. The fair value is based on the presumption that the transaction to sell the asset
or transfer the liability takes place either in the principal market for the asset or
liability or in the most advantageous market for the asset or liability. The principal or
most advantageous market must be accessible to the Group.

The fair value of an asset or liability is measured using the assumptions that market
participants would use when pricing the asset or liability, assuming that market
participants act in their economic best interest.

The Group uses valuation techniques that are appropriate in the circumstances and
for which sufficient data are available to measure fair value, maximizing the use of
relevant observable inputs and minimizing the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the
consolidated financial statements are categorized within the fair value hierarchy,
described as follows, based on the lowest level input that is significant to the fair
value measurement as a whole:

 Level 1: quoted prices (unadjusted) in active markets for identical assets or


liabilities;

 Level 2: inputs other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly or indirectly; and

 Level 3: inputs for the asset or liability that are not based on observable market
data.

For assets and liabilities that are recognized in the consolidated financial statements
on a recurring basis, the Group determines whether transfers have occurred
between Levels in the hierarchy by re-assessing the categorization at the end of
each reporting period.

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‘Day 1’ Profit. Where the transaction price in a non-active market is different from the
fair value from other observable current market transactions in the same instrument
or based on a valuation technique whose variables include only data from
observable market, the Group recognizes the difference between the transaction
price and the fair value (a ‘Day 1’ profit) in profit or loss unless it qualifies for
recognition as some other type of asset. In cases where data used is not
observable, the difference between the transaction price and model value is only
recognized in profit or loss when the inputs become observable or when the
instrument is derecognized. For each transaction, the Group determines the
appropriate method of recognizing the ‘Day 1’ profit amount.

Merchandise Inventory
Merchandise inventory is stated at the lower of cost and NRV. Cost is determined
using the moving average method. Costs comprise of purchase price, including
duties, transport and handling costs, and other incidental expenses incurred in
bringing the merchandise inventory to its present location and condition.

NRV is the estimated selling price in the ordinary course of business, less the
estimated costs necessary to make the sale.

Property and Equipment


Property and equipment, excluding land and construction in progress, are carried at
cost less accumulated depreciation, amortization and impairment losses, if any. Land
is carried at cost. Construction in progress represents structures under construction
and is stated at cost. This includes the costs of construction and other direct costs.
Construction in progress is not depreciated until such time that the relevant assets
are ready for use.

Initially, an item of property and equipment is measured at its cost, which comprises
its purchase price and any directly attributable costs of bringing the asset to the
location and condition for its intended use. Subsequent expenditures are added to
the carrying amount of the asset when it is probable that future economic benefits, in
excess of the originally assessed standard of performance, will flow to the Group. All
other subsequent expenditures are recognized in profit or loss.

Depreciation and amortization are computed on a straight-line basis over the


estimated useful lives of the related assets as follows:

Number of Years
Building 15 - 30
Furniture and fixtures 3 - 20
Office and store equipment 2 - 15
Leasehold improvements 15 - 20 or term of the lease,
whichever is shorter

The useful lives and depreciation and amortization method are reviewed at each
reporting date to ensure that they are consistent with the expected pattern of
economic benefits from those assets.

The useful lives and depreciation and amortization method are reviewed at each
reporting date to ensure that they are consistent with the expected pattern of
economic benefits from those assets.

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When an asset is disposed of, or is permanently withdrawn from use and no future
economic benefits are expected from its disposal, the cost and accumulated
depreciation, amortization and impairment losses, if any, are removed from the
accounts and any resulting gain or loss arising from the retirement or disposal is
recognized in profit or loss.

Investments in Joint Ventures and Associates


A joint venture is a type of joint arrangement whereby the parties that have joint
control of the arrangement have rights to the net assets of the joint venture. Joint
control is the contractually agreed sharing of control on an arrangement, which exists
only when decisions about the relevant activities require unanimous consent of the
parties sharing control.

An associate is an enterprise in which the investor has significant influence but not
control, generally accompanying a shareholding between 20% and 50% of the voting
rights.

The Group’s investments in joint ventures and associates are accounted for under
the equity method of accounting. Under the equity method, investments in joint
ventures and associates are initially recognized at cost and the carrying amount is
increased or decreased to recognize the Group’s share of the profit or loss of the
investments in joint ventures and associates after the date of acquisition. The
Group’s share in profit or loss of the joint ventures and associates are recognized in
the Group’s profit or loss. Dividends received from the investments in joint ventures
and associates reduce the carrying amount of the investments.

Investment in a Joint Operation


A joint arrangement is classified as joint operations when the Group has rights to the
assets and obligations for the liabilities relating to the arrangement. The Group
recognizes its share in the results of the joint arrangement aside from the
compensation from the use of its land and building. The Group has no capital
commitments or contingent liabilities in relation to its interests in joint arrangements.

Intangible Assets and Goodwill


Intangible Assets
Intangible assets acquired separately are measured on initial recognition at cost.
The cost of intangible assets acquired in a business combination is its fair value as at
the date of acquisition. Subsequently, intangible assets are measured at cost less
accumulated amortization and any accumulated impairment losses. Internally
generated intangible assets, excluding capitalized development costs, are not
capitalized and expenditures are recognized in profit or loss in the year in which the
related expenditures are incurred. The useful lives of intangible assets are assessed
to be either finite or indefinite.

The Group assessed the useful life of trademark and customer relationship to be
indefinite. Based on an analysis of all the relevant factors, there is no foreseeable
limit to the period over which the asset is expected to generate cash inflows for the
Group.

Trademark and customer relationship with indefinite useful lives are tested for
impairment annually either individually or at the cash-generating unit level. Such
intangibles are not amortized. The useful life of an intangible asset with an indefinite
life is reviewed annually to determine whether indefinite life assessment continues to
be supportable. If not, the change in the useful life assessment from indefinite to
finite is made on a prospective basis.

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Computer software and licenses and leasehold rights separately acquired by the
Group that has finite useful life is measured at cost less accumulated amortization
and impairment losses, if any.

Subsequent costs are capitalized only when they increase the future economic
benefits embodied in the assets to which they relate. All other expenditures are
recognized in profit or loss when incurred.

The amortization is computed using the straight-line method over the estimated
useful life of the capitalized software from the date it is available for use and
amortized over five (5) years. Leasehold rights are amortized on a straight-line basis
over the lease period of twenty (20) years. The estimated useful life and the
amortization method of an intangible asset with finite useful life are reviewed at each
reporting date.

Gain or loss on disposal or retirement of an intangible asset with finite useful life is
recognized in profit or loss when the asset is disposed of or retired.

Goodwill
Goodwill that arises on the acquisition of subsidiaries is presented with intangible
assets. The Group measures goodwill at the acquisition date as:

 The fair value of the consideration transferred; plus

 The recognized amount of any non-controlling interests in the acquire; plus

 If the business combination is achieved in stages, the fair value of the pre-
existing equity interest in the acquire; less

 The net recognized amount (generally fair value) of the identifiable assets
acquired and liabilities assumed.

Goodwill is subsequently measured at cost less accumulated impairment losses. In


respect of equity accounted investees, the carrying amount of goodwill is included in
the carrying amount of the investment, and any impairment loss is allocated to the
carrying amount of the equity accounted investee as a whole. The Group performs
its impairment test of goodwill on an annual basis or earlier whenever events or
changes in circumstances indicate that goodwill may be impaired.

Impairment of Non-financial Assets


The carrying amounts of the Group’s non-financial assets, other than inventories and
deferred tax assets, are reviewed at each reporting date to determine whether there
is any indication of impairment. If any such indication exists, then the asset’s
recoverable amount is estimated. Goodwill and indefinite-lived intangible assets are
tested annually for impairment. An impairment loss is recognized if the carrying
amount of an asset or cash-generating unit (CGU) exceeds its recoverable amount.

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The recoverable amount of an asset or CGU is the greater of its value in use and its
fair value less costs to sell. In assessing value in use, the estimated future cash
flows are discounted to their present value of money and the risks specific to the
asset or CGU. For impairment testing, assets are grouped together into the smallest
group of assets that generates cash inflows from continuing use that are largely
independent of the cash inflows of other assets or CGUs. Subject to an operating
segment ceiling test, CGUs to which goodwill has been allocated are aggregated so
that the level at which impairment testing is performed reflects the lowest level at
which goodwill is monitored for internal reporting purposes. Goodwill acquired in a
business combination is allocated to groups of CGUs that are expected to benefit
from the synergies of the combination.

Impairment losses are recognized in profit or loss. Impairment losses recognized in


respect of CGUs are allocated first to reduce the carrying amount of any goodwill
allocated to the CGU (group of CGUs), and then to reduce the carrying amounts of
the other assets in the CGU (group of CGUs) on a pro-rata basis.

An impairment loss in respect of goodwill is not reversed. For other assets, an


impairment loss is reversed only to the extent that the asset’s carrying amount does
not exceed the carrying amount that would have been determined, net of
depreciation or amortization, if no impairment loss had been recognized.

Employee Benefits
Short-term Employee Benefits
Short-term employee benefits are expensed as the related service is provided. A
liability is recognized for the amount expected to be paid if the Group has a present
legal or constructive obligation to pay this amount as a result of past service provided
by the employee and the obligation can be estimated reliably.

Retirement Benefits Cost


The Group’s net obligation in respect of the defined benefit plan is calculated by
estimating the amount of the future benefit that employees have earned in the
current and prior periods, discounting that amount and deducting the fair value of any
plan assets.

The calculation of defined benefit obligation is performed on a periodic basis by a


qualified actuary using the projected unit credit method. When the calculation results
in a potential asset for the Group, the recognized asset is limited to the present value
of economic benefits available in the form of any future refunds from the plan or
reductions in future contributions to the plan, if any.

Remeasurements of the net defined benefit liability, which comprise actuarial gains
and losses, the return on plan assets (excluding interest) and the effect of the asset
ceiling (if any, excluding interest), are recognized immediately in other
comprehensive income. The Group determines the net interest expense (income) on
the net defined benefit liability (asset) for the period by applying the discount rate
used to measure the defined benefit obligation at the beginning of the annual period
to the then net defined benefit liability (asset), taking into account any changes in the
net defined liability (asset) during the period as a result of contributions and benefit
payments. Net interest expense and other expenses related to the defined benefit
plan are recognized in profit or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting
change in benefit that relates to past service or the gain or loss on curtailment is
recognized immediately in profit or loss.

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The Group has a non-contributory multi-employer plan which is accounted for as a


defined benefit plan. The Group is not required to pre-fund the future defined benefits
payable under the Retirement Plan before they become due. For this reason, the
amount and timing of contributions to the Retirement Fund to support the defined
benefits are at the Group’s discretion. However, in the event a defined benefit claim
arises and the Retirement Fund is insufficient to pay the claim, the shortfall will then
be due and payable by the Group to the Retirement Fund.

The Group recognizes gains and losses on the settlement of a defined benefit plan
when the settlement occurs.

Equity
Capital Stock
Capital stock is classified as equity. Incremental costs directly attributable to the
issuance of capital stock are recognized as a deduction from equity, net of any tax
effects.

Additional Paid-in Capital


The amount of contribution in excess of par value is accounted for as “Additional paid-
in capital.” Additional paid-in capital also arises from additional capital contributions
from the shareholders.

Retained Earnings and Dividend Distribution


Retained earnings include current and prior years’ results, net of transactions with
shareholders and dividends declared, if any.

Dividend distribution to the Group’s shareholders is recognized as a liability, and


deducted from equity in the Group’s consolidated statements of financial position in the
period in which the dividends are approved and declared by the Group’s BOD.

Treasury Stock
Own equity instruments which are reacquired are carried at cost and are deducted
from equity. No gain or loss is recognized in profit or loss on the purchase, sale,
issue or cancellation of the Group’s own equity instruments. When the shares of
stock are retired, the capital stock account is reduced by its par value and the excess
of cost over par value upon retirement is charged to additional paid-in capital to the
extent of the specific or average additional paid-in capital when the shares of stock
were issued and to retained earnings for the remaining balance.

Other Comprehensive Income


Other comprehensive income are items of income and expense (including
reclassification adjustments, if any) such as remeasurements of defined benefit plans
that are not recognized in profit or loss as required or permitted by the related
accounting standards.

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Puregold Annual Report 2018

Revenue Recognition
Revenue from Contracts with Customers
The Company is in the business of trading goods such as consumer products
(canned goods, housewares, toiletries, dry goods, food products, etc.) on a
wholesale and retail basis. Revenue from contracts with customers is recognized
when control of the goods or services are transferred to the customer at an amount
that reflects the consideration to which the Company expects to be entitled in
exchange for those goods or services. The Company is the principal in its revenue
arrangements except for concession income. The following specific recognition
criteria must also be met before revenue is recognized:

 Sale of Goods is recognized at the point in time when control of the asset is
transferred to the customer, generally upon delivery. If it is probable that
discounts will be granted and the amount can be measured reliably, then the
discount is recognized as a reduction of revenue as the sales are recognized.
Accordingly, advances received prior to delivery of goods are recorded as
unearned revenues and are earned upon physical delivery and acceptance by
customer. Unearned revenues are classified as current liabilities.

 Concession Income pertains to a range of fixed percentage income from sales of


concessionaire supplier’s goods sold inside the store. The income is recognized
when earned.

 Membership Income refers to fees from members wherein such fees permit only
membership, and all other services or products are paid for separately. The fee
is recognized as revenue when no uncertainty as to its collectability exists.

 Other Income from display, demonstration or sampling, listing fee, endcap or


palette income, merchandise support and miscellaneous income are recognized
when earned.

Revenues outside the scope of PFRS 15

 Rent Income from property and equipment is recognized as revenue on a


straight-line basis over the term of the lease. Lease incentives granted are
recognized as an integral part of the total rent income, over the term of the lease.

 Dividends are recognized when the Group’s right as a shareholder to receive the
payment is established.

 Interest Income is accrued on a time proportion basis, by reference to the


principal outstanding and at the effective interest rate applicable, which is the
rate that exactly discounts estimated future cash receipts through the expected
life of the financial asset to the asset’s net carrying amount on initial recognition.
Interest income is presented net of final tax.

Cost of Sales
Cost of sales includes the purchase price of the products sold, as well as costs that
are directly attributable in bringing the merchandise to its intended condition and
location. These costs include the cost of storing and transporting the products
(i.e., freight costs or trucking costs, cross-dock delivery fees, and other direct costs).
Vendor returns and allowances are generally deducted from cost of sales.

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Puregold Annual Report 2018

The Group adopted PFRS 15 retrospectively which resulted to the following


reclassifications in the statements of comprehensive income:

As Previously
Classified Adjustments As Reclassified
December 31, 2018:
Cost of Sales P117,944,366,898 (P866,691,542) P117,077,675,356
Other Income:
Display Allowance 635,015,006 (635,015,006) -
Merchandising Support 22,988,919 (22,988,919) -
Endcap/Pallet Income 95,245,536 (95,245,536) -
Listing Fee 113,442,081 (113,442,081) -
December 31, 2017:
Cost of Sales 103,836,274,555 (821,125,841) 103,015,148,714
Other Income:
Display Allowance 581,265,482 (581,265,482) -
Merchandising Support 98,362,240 (98,362,240) -
Endcap/Pallet Income 71,587,143 (71,587,143) -
Listing Fee 69,910,976 (69,910,976) -
December 31, 2016:
Cost of Sales 94,051,006,454 (837,342,205) 93,213,664,249
Other Income:
Display Allowance 550,447,640 (550,447,640) -
Merchandising Support 151,203,463 (151,203,463) -
Listing Fee 70,254,459 (70,254,459) -
Endcap/Pallet Income 65,436,643 (65,436,643) -

Before adoption of PFRS 15, display allowance and listing fee are classified under
other operating income. The classification was based on the Group’s assessment
that the other income are distinct and separately identifiable. With the
implementation of PFRS 15, management assessed that these other income would
not occur without the purchase of goods from the suppliers and they are highly
dependent on the purchase of the supplier products. Thus, these income are not
distinct and should be accounted for as a reduction of the purchase price.

Operating Expenses
Operating Expenses constitute costs of administering the business. These are
recognized as expenses as incurred.

Borrowing Costs
Borrowing costs are recognized as expenses when incurred, except to the extent
capitalized. Borrowing costs are capitalized if they are directly attributable to the
acquisition or construction of a qualifying asset. Capitalization of borrowing costs
commences when the activities to prepare the asset are in progress and
expenditures and borrowing costs are being incurred. Borrowing costs are
capitalized until the assets are substantially ready for their intended use. If the
carrying amount of the asset exceeds its recoverable amount, an impairment loss is
recognized.

Income Taxes
Current Tax
Current tax is the expected tax payable or receivable on the taxable income or loss
for the year, using tax rates enacted or substantively enacted at the reporting date,
and any adjustment to tax payable in respect of previous years.

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Puregold Annual Report 2018

Deferred Tax
Deferred tax is recognized in respect of temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the amounts
used for taxation purposes. Deferred tax liabilities are recognized for all taxable
temporary differences, except:

 where the deferred tax liability arises from the initial recognition of goodwill or 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; and

 with respect to taxable temporary differences associated with investments in


subsidiaries, associates and interests in joint ventures, where the timing of the
reversal of the temporary differences can be controlled and it is probable that the
temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognized for all deductible temporary differences,
carryforward benefits of unused tax credits - Minimum Corporate Income Tax (MCIT)
and unused tax losses - Net Operating Loss Carryover (NOLCO), to the extent that it
is probable that taxable profits will be available against which the deductible
temporary differences, and the carryforward benefits of MCIT and NOLCO can be
utilized, except:

 where the deferred tax asset relating to the deductible temporary difference
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; and

 with respect to deductible temporary differences associated with investments in


subsidiaries, associates and interests in joint ventures, deferred tax assets are
recognized only to the extent that it is probable that the temporary differences will
reverse in the foreseeable future and taxable profit will be available against
which the temporary differences can be utilized.

The carrying amount of deferred tax assets is reviewed at each reporting date and
reduced to the extent that it is no longer probable that sufficient taxable profit will be
available to allow all or part of the deferred tax assets to be utilized. Unrecognized
deferred tax assets are reassessed at each reporting date and are recognized to the
extent that it has become probable that future taxable profits will allow the deferred
tax assets to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to
apply in the year 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 reporting
date.

Current tax and deferred tax are recognized in profit or loss except to the extent that
it relates to a business combination, or items recognized directly in equity or in other
comprehensive income.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right
exists to set off current tax assets against current tax liabilities and the deferred
taxes relate to the same taxable entity and the same taxation authority.

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Puregold Annual Report 2018

Value Added Tax (VAT)


Revenues, expenses and assets are recognized net of the amount of VAT, except:

 where the tax incurred on a purchase of assets or services is not recoverable


from the taxation authority, in which case the tax is recognized as part of the cost
of acquisition of the asset or as part of the expense item as applicable; and

 receivables and payables that are stated with the amount of tax included.

The net amount of tax recoverable from, or payable to, the taxation authority is
included as part of “Prepaid expenses and other current assets” or “Accounts
payable and accrued expenses” in the consolidated statements of financial position.

Leases
Group as Lessee
Leases in which a significant portion of the risks and rewards of ownership is
retained by the lessor are classified as operating leases. Payments made under
operating leases are recognized in profit or loss on a straight-line basis over the term
of the lease. Cumulative excess of rent expense over billing from lessors are
presented as noncurrent accrued rent in the consolidated statements of financial
position.

Group as Lessor
Leases where the Group does not transfer substantially all the risks and benefits of
ownership of the assets are classified as operating leases. Rent income from
operating leases is recognized as income on a straight-line basis over the lease
term. Initial direct costs incurred in negotiating an operating lease are added to the
carrying amount of the leased asset and recognized as an expense over the lease
term on the same basis as rent income. Cumulative excess of rent income over
billing to tenants are presented as accrued rent income classified as part of
noncurrent assets.

Related Parties
Parties are considered to be related if one party has the ability, directly or indirectly,
to control the other party or exercise significant influence over the other party in
making financial and operating decisions. Parties are also considered to be related if
they are subject to common control. Related parties may be individuals or corporate
entities.

Segment Reporting
An operating segment is a component of an entity that engages in business activities
from which it may earn revenues and incur expenses (including revenues and
expenses relating to transactions with other components of the same entity), whose
operating results are regularly reviewed by the entity's chief operating decision
maker to make decisions about resources to be allocated to the segment and assess
its performance, and for which discrete financial information is available.

The Group determines and presents operating segments based on the information
that is internally provided to the Chairman and the President, collectively as the
Group’s chief operating decision maker. The Group assessed that its retailing
business as a whole represents a single segment.

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Provisions and Contingencies


A provision is recognized when the Group has a legal or constructive obligation as a
result of a past event; it is probable that an outflow of economic benefits will be
required to settle the obligation; and a reliable estimate can be made on the amount
of the obligation.

Provisions are revisited at each reporting date and adjusted to reflect the current
best estimate. If the effect of the time value of money is material, provisions are
determined by discounting the expected future cash flows at a pretax rate that
reflects the current market assessment of the time value of money, and, where
appropriate, the risks specific to the liability. Where discounting is used, the increase
in the provision due to the passage of time is recognized as interest expense.

Contingent liabilities are not recognized in the consolidated financial statements.


These are disclosed in the notes to the consolidated financial statements unless the
possibility of an outflow of resources embodying economic benefits is remote.
Contingent assets are not recognized in the consolidated financial statements but
are disclosed in the notes to the consolidated financial statements when an inflow of
economic benefits is probable.

Basic and Diluted Earnings Per Share (EPS)


Basic EPS is computed by dividing net income by the weighted average number of
common shares outstanding during the period, after retroactive adjustment for stock
dividend declared in the current period, if any. Diluted EPS is also computed in the
same manner as the aforementioned, except that, the net income and the number of
common shares outstanding is adjusted for the effects of all potential dilutive debt or
equity instruments.

Events After the Reporting Date


Post year-end events that provide additional information about the Group’s position
at the reporting date (adjusting events) are recognized in the consolidated financial
statements. Post year-end events that are not adjusting events are disclosed in the
notes to the consolidated financial statements when material.

4. Cash and Cash Equivalents

This account consists of:

Note 2018 2017


Cash on hand P1,176,262,735 P911,980,247
Cash in banks 28, 29 2,327,340,011 1,595,422,919
Money market placements 28, 29 7,183,756,488 5,558,243,069
29 P10,687,359,234 P8,065,646,235

Cash in banks earns annual interest at the respective bank deposit rates. Money
market placements are highly liquid investments that are readily convertible into cash
and are subjected to insignificant risk of changes in value. These investments have
maturity dates of an average of 30 days with an annual interest rates ranging from
0.60% to 5.80% in 2018, 0.30% to 2.00% in 2017, and 0.50% to 2.00% in 2016.
Interest income earned from cash in banks and money market placements amounted
to P37.40 million, P21.66 million, and P12.69 million in 2018, 2017, and 2016,
respectively.

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Puregold Annual Report 2018

5. Receivables

This account consists of:

Note 2018 2017


Trade receivables 22 P3,383,202,926 P2,519,922,263
Non-trade receivables 22 1,414,057,479 2,056,881,780
4,797,260,405 4,576,804,043
Less allowance for impairment losses
on trade receivables 7,462,327 7,462,327
28, 29 P4,789,798,078 P4,569,341,716

Trade receivables generally have a one-to-30-day credit terms. Management


believes that except for the account provided with allowance for impairment losses
amounting to P7.46 million as at December 31, 2018 and 2017, all other receivables
are collectible and therefore, no additional allowance is necessary.

Non-trade receivables represent the amounts due from suppliers with respect to
“demo” or “sampling” conducted by suppliers’ representatives and strategic locations
granted to suppliers with regard to the display of their products in the selling area of
the stores. This account also includes due from tenants in relation to rentals of store
spaces and advances to employees which are collected by the Company through
salary deduction.

6. Merchandise Inventory

This account consists of groceries and other consumer products (canned goods,
housewares, toiletries, dry goods, food products, etc.) held for sale in the ordinary
course of business on wholesale or retail basis.

The Group’s merchandise inventory at cost as at December 31, 2018 and 2017
amounted to P19,731.82 million and P17,696.64 million, respectively. Inventory cost
as at December 31, 2018 and 2017 is lower than NRV.

Inventory charged to the cost of sales amounted to P117,077.68 million,


P103,015.15 million and P93,213.66 million in 2018, 2017 and 2016, respectively
(see Note 17).

7. Investments in Trading Securities

The investments in trading securities represent the Parent Company’s investments in


marketable securities that are traded in the PSE. The fair values of these listed
shares are based on their closing market prices as at the reporting dates.

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Puregold Annual Report 2018

The movements and balances of these investments in trading securities are as


follows:

Note 2018 2017


Cost
Balance at beginning of the year P15,355,998 P15,355,998
Valuation Adjustments
Balance at beginning of the year 31,531,878 19,753,028
Unrealized valuation gain (loss) for the
year 21 (10,385,284) 11,778,850
21,146,594 31,531,878
29 P36,502,592 P46,887,876

8. Prepaid Expenses and Other Current Assets

This account consists of:

2018 2017
Prepaid expenses P835,455,304 P532,078,547
Input VAT 177,157,046 362,760,754
Deferred input VAT 180,298,604 69,290,170
P1,192,910,954 P964,129,471

The details of prepaid expenses are as follows:

Note 2018 2017


Rent 18 P372,464,353 P342,844,532
Taxes and licenses 235,665,656 68,876,979
Insurance 92,809,095 81,191,119
Advertising and promotion 88,984,008 -
Supplies 25,692,015 29,953,376
Repairs and maintenance 6,046,013 6,226,139
Others 13,794,164 2,986,402
P835,455,304 P532,078,547

Prepaid taxes and licenses pertain to payments made to government for the
unexpired portion of registration fees and other taxes.

Advertising and promotion pertain to payments made in advance for advertisements


and product promotions.

Prepaid insurance refers to payments made in advance in return for insurance


services covering the Group’s merchandise inventory, property and equipment and
others.

Input VAT represents accumulated input taxes from purchases of goods and
services for business operation and purchases of materials and services for the
building and leasehold construction which can be applied against future output VAT.

Deferred input VAT represents accumulated input taxes for purchases of capital
assets more than P1.00 million and unbilled services for the building and leasehold
construction which can be applied against future output VAT.

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Puregold Annual Report 2018

9. Investments

The details of investments are as follows:

Note 2018 2017


Investment in associate a P433,542,655 P433,542,657
Investments in joint ventures b 169,631,898 360,194,284
Financial Assets at FVOCI c, 21 7,879,160 7,879,160
P611,053,713 P801,616,101

a. Investment in Associate

On December 4, 2013, the Group through Entenso acquired equity interest of


49.34% in San Roque Supermarkets (SRS) for a total cost of P371,896,077.
SRS is a local entity currently engaged in the business of trading goods on a
wholesale and retail basis.

On October 31, 2014, the Group through Entenso subscribed and paid additional
one hundred ninety thousand eight (190,008) common shares from the unissued
capital stock of the SRS for total cost of P19,000,800.

The carrying amount of its investment and its share in the net income of SRS
follow:

2018 2017
Carrying Amount
Balance at beginning of the year P433,542,657 P424,424,914
Share in net income 6,673,814* 9,117,743
P440,216,471 P433,542,657
*Unrecognized share in net income

The following table summarizes the financial information of SRS and the
reconciliation of the share of net assets to the carrying amount of the Group’s
interest in SRS:

2018 2017
Percentage of ownership 49.34% 49.34%
Current assets P3,955,182,333 P1,063,945,081
Noncurrent assets 221,748,333 205,634,823
Current liabilities (3,825,817,091) (933,892,391)
Noncurrent liabilities (18,405,154) (16,505,265)
Net assets 332,708,421 319,182,248
Group’s share of net assets 164,158,335 157,484,521
Goodwill 276,058,136 276,058,136
Carrying amount of interest in joint venture P440,216,471 P433,542,657
Gross income P483,357,637 P451,395,033
Operating expenses 469,831,463 432,915,619
Net income/Total comprehensive income 13,526,174 18,479,414
Group’s share of total comprehensive
income P6,673,814 P9,117,743

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Puregold Annual Report 2018

b. Investments in Joint Ventures

PG Lawson Company, Inc.


On June 12, 2014, the Parent Company entered into a joint venture agreement
with Lawson Asia Pacific Holdings Pte. Ltd. and Lawson, Inc. (Lawson), both
engaged in the operation of convenience stores in Japan and other Asian
countries, to establish PG Lawson Company, Inc. (PLCI), a joint venture
company that will operate convenience stores in the Philippines.

The Parent Company subscribed a total of 3,500,000 common shares at


P100.00 par value for a total investment of P350.00 million representing a 70%
interest while Lawson subscribed to a total of 1,500,000 common shares at
P100.00 par value for a total investment of P150.00 million or 30% interest in the
joint venture. PLCI was incorporated in the Philippines on June 2, 2014.

In 2017, the Parent Company subscribed and paid additional 1,400,000 common
shares at P100.00 par value for a total amount of P140.00 million while Lawson
subscribed and paid additional 600,000 common shares at P100.00 par value for
a total amount of P60.00 million.

In April 2018, the Parent Company sold all of its investment in PLCI for a total
consideration of P600 million which resulted in a gain on sale amounting to
P363 million.

The carrying amount of its investment and its share in the losses of PLCI follow:

2018 2017
Balance at beginning of the year P237,189,738 P256,995,907
Additions - 140,000,000
Share in net loss - (159,806,169)
Disposal (237,189,738) -
P - P237,189,738

The following table summarizes the financial information of PLCI and the
reconciliation of the share of net assets to the carrying amount of the Group’s
interest in PLCI as at December 31, 2017:

Percentage of ownership 70%


Current assets P250,672,472
Noncurrent assets 234,299,691
Current liabilities (127,834,380)
Noncurrent liabilities (18,295,300)
Net assets 338,842,483
Group’s share of net assets 237,189,738
Carrying amount of interest in joint venture P237,189,738
Gross income P472,138,114
Operating expenses 705,932,018
Net loss/Total comprehensive loss (233,793,904)
Impact of previous years’ audited operating
results 5,499,377
Adjusted net results (228,294,527)
Group’s share of total comprehensive
income (P159,806,169)

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Puregold Annual Report 2018

AyaGold Retailers, Inc.


On July 8, 2013, the Group through Entenso entered into a joint venture
agreement with Varejo Corp., an entity engaged in operations of small
convenience stores, to incorporate a new company, AyaGold Retailers, Inc.
(AyaGold), for the investment in and operation of mid-market supermarkets and
to pursue other investment opportunities in the Philippine retail sector as both
parties may agree. AyaGold was incorporated in the Philippines on July 8, 2013
and started operation on July 31, 2015 with the opening of its first supermarket
“Merkado” located at U.P. Town Center.

Both parties subscribed to 6,000,000 common shares and 54,000,000


redeemable preferred shares each with a par value of P1.00 for a total
investment of P60.00 million representing 50% interest each to the joint venture.

In February 2018, both parties subscribed for an additional 32,500,000 common


shares at P1.00 par value for a total amount of P65.00 million.

The redeemable preferred shares shall have the following features:

(a) Voting rights;

(b) Participating in dividends declaration for common shares and may be entitled
to such dividends as may be determined and approved by the Board of
Directors;

(c) Entitled to receive out of the assets of the joint venture available for
distribution to the parties, before any distribution of assets is made to holders
of common shares, distributions in the amount of the issue value per
outstanding redeemable preferred share, plus declared and unpaid dividends
to the date of distribution; and

(d) Redeemable at the option of the joint venture.

The carrying amount of its investment and its share in the losses of AyaGold
follow:

2018 2017
Balance at beginning of the year P123,004,546 P110,350,626
Additions 32,500,000 -
Share in net income 14,127,350 12,653,920
P169,631,896 P123,004,546

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Puregold Annual Report 2018

The following table summarizes the financial information of Ayagold and the
reconciliation of the share of net assets to the carrying amount of the Group’s
interest in Ayagold:

2018 2017
Percentage of ownership 50% 50%
Current assets P267,156,027 P259,740,877
Noncurrent assets 199,643,384 155,517,973
Current liabilities (135,618,781) (173,016,250)
Net assets 331,180,630 242,242,600
Group’s share of net assets 165,590,315 121,121,300
Adjustments 4,041,581 1,883,246
Carrying amount of interest in joint venture P169,631,896 P123,004,546
Gross income P159,191,383 P120,857,719
Operating expenses 130,936,683 95,549,879
Net income (loss)/Total comprehensive
income (loss) 28,254,700 25,307,840
Group’s share of total comprehensive
income P14,127,350 P12,653,920

c. Financial Assets at FVOCI

Financial Assets at FVOCI include Tower Club shares amounting to P617,500


and Meralco preferred shares amounting to P7,261,660 which were acquired in
connection with the installation of telephone lines and electrical systems for the
different stores and offices of the Parent Company.

Dividend income related to these investments amounted to P0.68 million,


P1.86 million, and P0.82 in 2018, 2017, and 2016, respectively (see Note 21).

Acquisitions of Subsidiaries
The following are the developments relating to the Parent Company’s investments in
subsidiaries in 2018 and 2017:

Entenso Equities Incorporated (Entenso)


On July 3, 2013, the Parent Company’s BOD approved the acquisition of Entenso’s
entire outstanding capital stock. On the same day, the BOD of Entenso approved the
increase in Entenso’s authorized capital stock from P5.00 million divided into
50,000 shares at P100 par value to P1.00 billion divided into 10,000,000 shares at
P100 par value.

In 2016 and 2015, the Company made an additional investment to Entenso


amounting to P458 million and P1.7 billion, respectively. Entenso is in the process of
filing application for increase in its authorized capital stock with the SEC.

Company E Corporation
On January 14, 2013, the Parent Company’s BOD approved the acquisition of
Company E Corporation (the company behind the Eunilaine Foodmart and Grocer E
Supermart chains). The Parent Company acquired 290,000 common shares of
Company E representing its total outstanding shares at P1,137.93 per share through
cash. Company E has seven supermarkets within Metro Manila, six in Rizal province
and two in the province of Cavite which will operate the same store as the Parent
Company. As at December 31, 2014, there are fourteen stores in operation and one
store in Rizal was closed in the same year.

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Puregold Annual Report 2018

On March 25, 2014, the BOD approved the merger of the Parent Company with
Company E Corporation. It was then ratified by at least two-thirds (2/3) votes of the
stockholders on May 13, 2014. In April 1, 2015, upon approval by the SEC of the
merger, the existence of Company E ceased and all its assets and liabilities were
merged with the Parent Company.

Kareila Management Corporation


On May 28, 2012, the acquisition of Kareila, operator of S&R Membership Shopping,
through a “share-for-a-share” swap was approved by the SEC. The principal
activities of Kareila include management of businesses, investing in the business
that it manages, or of which it is the managing agent; and providing management
investment and technical advice to commercial, industrial, manufacturing, and other
enterprises.

The Parent Company issued 766,406,250 new common shares, with P1 par value,
from its own authorized but unissued capital in exchange for 1,703,125 common
shares, with P100 par value per share, of Kareila representing 100% of its
outstanding capital stock. The fair market value of the Company’s shares based on
the observable market price as at the date of acquisition is P21.50 per share or
P16,477.73 million. The Company incurred acquisition-related cost of P3.83 million.
This cost has been included as part of operating expenses.

On December 21, 2012, the BOD of Kareila approved the declaration of stock
dividends amounting to P329.69 million from its unrestricted retained earnings as at
December 31, 2012. The date of record and date of payment are April 15, 2013 and
April 30, 2013, respectively.

On November 28, 2013, the BOD of Kareila resolved to increase its authorized
capital stock from P500 million divided into 5 million shares, with par value of P100
per share to P3,000 million pesos divided into 30 million shares with a par value of
P100 per share. Out of the increase in the authorized capital stock of P2,500 million,
25% of which or P625 million had been actually subscribed by the Parent company
out of the stock dividend declared by Kareila. On the same date, the Kareila
amended its articles of incorporation. Subsequently, on December 13, 2013, SEC
approved the Kareila’s application of its increase in authorized capital stock.

PPCI Subic Inc.


The Parent Company invested P3.13 million in PPCI Subic Inc., an entity
incorporated on May 31, 2012. The investment represents 100% of the outstanding
capital stock of the investee. PPCI Subic Inc. will operate as a Puregold store within
the area of the Subic Bay Economic Zone, Zambales. It started commercial
operations on September 20, 2012.

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10. Property and Equipment

The movements in this account are as follows:

Office and
Furniture and Store Leasehold Construction
Building Fixtures Equipment Improvements Land in Progress Total
Cost
Balance, December 31, 2016 P5,242,351,630 P2,287,626,748 P6,828,713,195 P7,561,407,341 P379,809,187 P602,029,363 P22,901,937,464
Additions 367,679,075 171,949,590 544,593,984 456,292,266 29,667,128 2,021,010,633 3,591,192,676
Reclassifications 282,481,436 46,373,964 337,014,145 905,680,602 26,751,530 (1,598,301,677) -
Disposals - (721,739) (13,563,437) (729,745) - - (15,014,921)
Balance, December 31, 2017 5,892,512,141 2,505,228,563 7,696,757,887 8,922,650,464 436,227,845 1,024,738,319 26,478,115,219
Additions 236,614,230 154,915,290 882,850,069 630,970,963 - 1,753,032,868 3,658,383,420
Reclassifications 246,162,042 27,649,427 326,540,912 1,053,420,820 - (1,653,773,201) -
Disposals - (4,273,738) (27,821,466) (11,374,253) - - (43,469,457)
Balance, December 31, 2018 6,375,288,413 2,683,519,542 8,878,327,402 10,595,667,994 436,227,845 1,123,997,986 30,093,029,182
Accumulated Depreciation and

91
Amortization
Balance, December 31, 2016 887,916,623 945,803,715 3,999,455,501 1,357,139,269 - - 7,190,315,108
Depreciation and amortization 187,950,914 181,796,799 824,051,506 406,005,100 - - 1,599,804,319
Reclassifications 6,235,334 - - (6,235,334) - - -
Disposals - (601,756) (7,483,305) (291,466) - - (8,376,527)
Puregold Annual Report 2018

Balance, December 31, 2017 1,082,102,871 1,126,998,758 4,816,023,702 1,756,617,569 - - 8,781,742,900


Depreciation and amortization 206,515,275 204,747,335 955,465,682 488,112,881 - - 1,854,841,173
Reclassifications (18,496) (1,796,693) 1,700,955 114,234 - - -
Disposals - (2,247,592) (25,477,171) (4,903,908) - - (32,628,671)
Balance, December 31, 2018 1,288,599,650 1,327,701,808 5,747,713,168 2,239,940,776 - - 10,603,955,402
Carrying Amount
December 31, 2017 P4,810,409,270 P1,378,229,805 P2,880,734,185 P7,166,032,895 P436,227,845 P1,024,738,319 P17,696,372,319

December 31, 2018 P5,086,688,763 P1,355,817,734 P3,130,614,234 P8,355,727,218 P436,227,845 P1,123,997,986 P19,489,073,780

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Puregold Annual Report 2018

As at December 31, 2018 and 2017, the Parent Company has outstanding payable
for property additions amounting to P1.66 million and P2.56 million, respectively
(see Note 13). In addition, interest expense related to loans amounting to
P81.73 million, P76.40 million and P75.44 million was capitalized in 2018, 2017 and
2016, respectively (see Note 14).

No impairment loss was recognized in 2018 and 2017.

11. Intangibles and Goodwill

This account consists of:

Note 2018 2017


Goodwill a P14,902,423,321 P14,902,423,321
Trademark b 3,709,660,547 3,709,660,547
Customer relationships b 889,452,981 889,452,981
Computer software and licenses - net c 179,832,676 177,210,095
Leasehold rights c 54,881,545 58,649,296
P19,736,251,070 P19,737,396,240

a. Goodwill
The cost of goodwill is allocated to the CGUs as follows:

2018 2017
Kareila P12,079,473,835 P12,079,473,835
Budgetlane Supermarkets 837,974,199 837,974,199
DCI and FLSTCI 685,904,317 685,904,317
Gant 742,340,804 742,340,804
Company E 358,152,015 358,152,015
B&W 187,203,888 187,203,888
PJSI 11,370,121 11,370,121
Merger of PJSI and Gant to
Parent Company 4,142 4,142
P14,902,423,321 P14,902,423,321

The movements in goodwill are as follows:

2018 2017
Balance at beginning of the year P14,902,423,321 P14,715,769,906
Additions - 187,203,888
Fair value adjustments - (550,473)
P14,902,423,321 P14,902,423,321

Acquisition of B and W Supermart, Black and White Supermart and Goodshop


Supermart (collectively referred to as “B&W Supermart”).

On September 26, 2017, the Parent Company acquired substantially all the
assets and rights of B&W Supermart and took over the operations of five (5)
supermarkets located in Roxas City, Capiz for a total consideration of P270.00
million. The acquisition resulted in goodwill amounting to P187.20 million.

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Puregold Annual Report 2018

The following summarizes the identifiable assets acquired:

Purchase price consideration transferred P270,000,000


Fair value of property and equipment 82,796,112
Goodwill P187,203,888

There was no identifiable intangible asset as at acquisition and valuation dates.


The excess of the purchase price over the net assets acquired and the liabilities
assumed is attributable to goodwill. The goodwill comprises the fair value of
expected synergies arising from the acquisition.

The Group’s consolidated revenue would have increased by P238.08 million and
its net income would have increased by of P17.68 million of the Group had this
acquisition taken on January 1, 2017.

Key Assumptions on Impairment Testing of Goodwill


The Group performs impairment testing of goodwill annually. The recoverable
amount of the cash generating units containing the goodwill is based on the
value-in use which is determined on discounting the future cash flows to be
generated from the continuing use of the cash generating units.

The following are the key assumptions used by the management in the
estimation of the recoverable amount:

Net Sales. Growth rates and gross profit margins used to estimate future
performance are highly dependent on past performance and experience of
growth rates and operating gross profit margins achievable in the relevant
industry and in line with the economy or with the nominal Gross Domestic
Product. This assumes that the market share of the subsidiaries in their
respective territories will also grow at par with the economy.

The revenue growth rates used for the gross revenues are as follows:

Operating Expenses. Operating expenses are projected to increase at a single-


digit growth rate and at a slower pace than revenue.

Discount Rate. Discount rates are derived from the Group’s Weighted Average
Cost of Capital (WACC) which is used by the management to assess operating
performance and to evaluate future investment proposals. In determining
appropriate discount rates, regard has been given to various market information,
including, but not limited to, five-year government bond yield, bank lending rates
and market risk premium. The pre-tax discount rates used are as follows:

2018 2017
Kareila 13.30% 15.67%
Budgetlane Supermarkets 13.10% 11.94%
Gant 13.60% 15.77%
DCI and FLSTCI 13.60% 10.19%
Company E 13.50% 15.77%
B&W Supermart 13.00% 15.50%
PJSI 13.50% 15.77%

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Puregold Annual Report 2018

Terminal Growth Rate. The long-term rate used to extrapolate the cash flow
projections of the acquired investments beyond the period covered by the recent
budget excludes expansions and possible acquisitions in the future.
Management also recognizes the possibility of new entrants, which may have
significant impact on existing growth rate assumptions. Management however,
believes that new entrants will not have a significant adverse impact on the
forecast included in the cash flow projections. The terminal growth rates used in
the cash flow projections for all cash generating units are 5.00% and 3.00% in
2018 and 2017, respectively.

In 2018, the management has identified that a reasonable change of the


following assumptions would cause the carrying amount to equal the recoverable
amounts of Budgetlane and B&W Supermarkets.

Revenue Discount
Growth Rate Rate
Budgetlane Supermarkets 12.00% 15.80%
B&W Supermart 19.00% 12.30%

In 2018, the management assessed reasonable changes for other key


assumptions and has not identified any that could cause the carrying amounts to
exceed the recoverable values of Budgetlane Supermarkets and B&W
Supermart. Management believes that any reasonable change in any of the key
assumptions would not cause the carrying amounts of the cash generating units
for Gant, DCI and FLSTCI, Company E, and PJSI to exceed the recoverable
values.

The recoverable amounts of Budgetlane Supermarkets and B&W Supermart are


estimated to exceed their carrying amounts as at December 31, 2018 by
P63.27 million and P11.33 million, respectively.

b. Trademark and Customer Relationships


This represents the fair value of S&R trade name and customer relationships
determined after considering various factors and performing valuation
methodologies including the independent valuation study and analysis prepared
by an independent valuation specialist.

Impairment of Goodwill, Trademark and Customer Relationships


The recoverable amounts of goodwill, trademark and customer relationships has
been determined based on value in use (VIU), using cash flow projections
covering a five-year period. It is based on a long range plan approved by
management. The VIU is based on a 5.00% terminal growth rate and discount
rate of 14.36%. The terminal growth rate used is consistent with the long-term
average growth rate for the Group’s industry. The discount rate is based on the
weighted average cost of capital (WACC) by taking into consideration the debt
equity capital structure and cost of debt of comparable companies and cost of
equity based on appropriate market risk premium. The financial projection used
in the VIU is highly dependent on the gross sales and gross profit margin. For
purposes of growth rate sensitivity, a growth rate scenario of 2% and 3% is
applied on the discounted cash flow analysis. Based on the sensitivity analysis,
any reasonably possible change in the key assumptions would not cause the
carrying amount of goodwill, trademark and customer relationship to exceed its
recoverable amount.

Management assessed that there is no impairment in the value of goodwill,


trademark and customer relationship as at December 31, 2018 and 2017.

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Puregold Annual Report 2018

c. Leasehold Rights and Computer Software and Licenses


On January 25, 2013, the Parent Company executed a memorandum of
agreement with various lessors, namely, BHF Family Plaza, Inc. (BHF), Lim Y-U
Group, Inc., and R&A Malvar Trading Company, Inc. which paved the way for the
establishment of five (5) Puregold stores previously owned and operated by
these lessors. Under the agreement, the lessors agreed to sell to the Parent
Company all merchandise inventories, equipment, furniture and fixtures as well
as granting of rights to lease the buildings owned by each lessor for a period of
twenty (20) years upon compliance of the conditions set forth in the
memorandum of agreement. As a result of the transaction, the Parent Company
recognized leasehold rights representing the excess of cost paid over the fair
value of all assets acquired which will be amortized on a straight-line basis over
the lease period.

The movements and balances of leasehold rights and computer software and
licenses as at and for the years ended December 31 consist of:

Computer
Software and Leasehold
Licenses Rights
Cost
Balance, January 1, 2017 P307,050,219 P75,355,005
Additions 29,475,602 -
Balance, December 31, 2017 336,525,821 75,355,005
Additions 39,660,637 -
Balance, December 31, 2018 376,186,458 75,355,005
Accumulated Amortization
Balance, January 1, 2017 123,764,631 12,937,959
Amortization 35,551,095 3,767,750
Balance, December 31, 2017 159,315,726 16,705,709
Amortization 37,038,056 3,767,751
Balance, December 31, 2018 196,353,782 20,473,460
Carrying Amount
December 31, 2017 P177,210,095 P58,649,296
December 31, 2018 P179,832,676 P54,881,545

12. Other Noncurrent Assets

This account consists of:

Note 2018 2017


Security deposits 18, 28, 29 P1,661,386,728 P1,489,124,969
Prepaid rent 18 111,498,354 147,038,053
Accrued rent income 18, 24 29,360,256 34,365,546
Advances to contractors 313,180,198 215,533,529
P2,115,425,536 P1,886,062,097

Advances to contractors pertain to payments made in advance for the construction of


new stores.

Accrued rent income pertains to the excess of rent income over billing to tenants in
accordance with PAS 17, Leases.

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Puregold Annual Report 2018

13. Accounts Payable and Accrued Expenses

This account consists of:

Note 2018 2017


Trade 22, 28, 29 P9,287,935,438 P7,709,108,433
Non-trade 22, 28, 29 1,026,916,992 1,406,032,482
Dividends payable 25, 28, 29 - 1,106,152,562
Withholding taxes payable 172,972,526 204,643,491
Accrued expenses: 28, 29
Manpower agency services 858,326,474 845,268,647
Utilities 170,073,802 160,202,211
Rent 45,509,242 35,399,646
Interest 6,539,491 5,884,247
Professional fees 5,883,110 48,469,465
Fixed asset acquisition 10 1,657,228 2,562,894
Others 100,691,692 89,233,787
P11,676,505,995 P11,612,957,865

The average credit terms on purchases of certain goods from suppliers is 30 days.

Non-trade payables consist of claims arising from billed expenditures in relation to


operations other than purchases of goods such as fixed asset acquisitions and
structures under construction.

14. Loans Payable

This account consists of:

a. Short-term Loans Payable

The Group entered into the following loan facilities for additional working capital:

2018 2017
Metrobank P2,447,500,000 P2,987,500,000
Cosco Capital 900,000,000 300,000,000
BDO 900,000,000 825,000,000
AUB 500,000,000 -
Puregold Finance 8,800,000 -
P4,756,300,000 P4,112,500,000

Short-term loans are payable from three to twelve months and bear interest from
4.75% to 5.75% and 2.13% to 2.88% in 2018 and 2017, respectively.

The loan proceeds were used for inventory financing and other short-term
working capital requirements.

In 2017, Kareila entered into unsecured short-term loans with Cosco at 2.50%
interest rate per annum. In 2018, the loan was renewed for another six months at
4.75% interest per annum. An additional loan of P600.00 million was obtained in
2018 at 5.00% interest rate per annum.

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Puregold Annual Report 2018

b. Long-term Loans Payable

As at December 31, the outstanding loans are as follows:

Note 2018 2017


Unsecured Peso Denominated
Fixed rate note based on 6.40% i P1,440,000,000 P1,999,204,654
Fixed rate note based on 3.50% ii 400,000,000 400,000,000
28, 29 1,840,000,000 2,399,204,654
Less current portion - (2,399,204,654)
P1,840,000,000 P -

i. On June 13, 2013, the Parent Company issued a P2 billion promissory note
to a local bank, which is payable on May 21, 2018 and bears interest at
3.50% per annum. The interest is payable every month.

On May 2, 2018, the Parent Company partially paid the loan and the
remaining balance of P1.44 billion was rolled over which is payable after 7
years and bears interest at 6.40% per annum.

The movements in debt issue costs are as follows:

2018 2017
Balance at beginning of the year P795,346 P2,903,342
Amortizations (795,346) (2,107,996)
Balance at end of year P - P795,346

ii. On July 23, 2013, Kareila signed and executed a P500.00 million unsecured
loan agreement with a local bank. The loan shall be repaid in lump sum after
5 years. Its related interest is at 3.50% per annum. In 2015, P100.00 million
of the loan was repaid in advance by the Company. The remaining balance
of P400.00 million was renewed in 2018 for another 7 years at 6.40% interest
rate per annum.

The loans are unsecured and are not subject to any covenants.

2018
Carrying Contractual 1 Year Within More than
Amount Cash Flows or Less 1 - 5 Years 5 Years
Long-term loans
including current
portion P1,440,000,000 P1,523,273,143 P13,165,714 P52,662,857 P1,457,444,572
400,000,000 423,131,429 3,657,143 14,628,571 404,845,715

2017
Carrying Contractual 1 Year Within More than
Amount Cash Flow or Less 1 - 5 Years 5 Years
Long-term loans
including current
portion P1,999,204,654 P2,069,204,654 P13,976,705 P2,055,227,949 P -

There are no debt covenants for above unsecured loans entered into by the
Group.

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Puregold Annual Report 2018

Interest expense from these loans amounting to P81.73 million, P76.40 million
and P75.44 million were capitalized in 2018, 2017 and 2016, respectively and
recognized in building and leasehold improvements under property and
equipment account (see Note 10). Remaining interest expense that was charged
to profit and loss amounted to P174.60 million, P129.70 million and P101.47
million in 2018, 2017 and 2016, respectively.

Changes in liabilities arising from financing activities:


The movements and balances of this account are as follows:

Dividend
Short Term Long Term Payable
Loans Loans (Notes 13
Payable Payable and 25) Total
Balance at January 1, 2018 P4,112,500,000 P2,399,204,654 P1,106,152,562 P7,617,857,216
Changes from financing
cash flows
Availment of loans 2,058,800,000 - - 1,758,800,000
Payment of loans (1,415,000,000) (560,000,000) - (1,975,000,000)
Payment of dividends - - (1,106,152,562) (1,106,152,562)
Total changes from
financing cash flows 343,800,000 (560,000,000) (1,106,152,562) (1,322,352,562)
Other changes
Liability-related
Amortization of debt issue
costs - 795,346 - 795,346
Total liability-related
changes - 795,346 - 795,346
Balance at
December 31, 2018 P4,756,300,000 P1,840,000,000 P - P6,296,300,000

15. Other Current Liabilities

This account consists of:

Note 2018 2017


Deposits 18, 28, 29 P149,238,744 P164,487,790
Unredeemed gift certificates 127,912,876 89,839,889
VAT payable 40,659,413 32,251,259
Loyalty and rewards 11,014,026 85,730,271
Promotion fund 1,835,136 19,996,595
Others 28, 29 4,965,870 29,227,111
P335,626,065 P421,532,915

Deposits represent amounts paid by the store tenants for the lease of store spaces
which are refundable upon termination of the lease.

Unredeemed gift certificates represent issued yet unused gift certificates. These will
be closed to sales account upon redemption and are due and demandable.

Loyalty and rewards are provided for the point’s redemption of ‘‘Tindahan ni Aling
Puring” and PERKS members. Points are earned upon purchase of participating
items and may be used as payments of their purchases which make it due and
demandable.

Promotion fund is promotional discount granted for the Group’s promotion and
advertising activities in partnership with suppliers.

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Puregold Annual Report 2018

Others include trust receipts payable and cashier’s bond withheld from each cashier
to compensate for any possible cash shortages in the store.

16. Revenue from Contract with Customers

The Group generates revenue primarily from trading goods such as consumer
products (canned goods, housewares, toiletries, dry goods, food products, etc.) on a
wholesale or retail basis. The revenue from contracts with customers is
disaggregated by revenue streams.

Note 2018 2017 2016


Sales of goods, net of
discounts P140,918,008,228 P124,491,023,566 P112,589,366,240
Concession Income 19 1,878,358,992 1,647,845,057 1,517,079,129
Revenue from contract
with customers P142,796,367,220 P126,138,868,623 P114,106,445,369

Sale of goods pertain to the net sales recognized in selling the Group’s inventories
and recognized at a point in time when control of the asset is transferred to the
customer, generally upon delivery.

Concession income pertains to the fixed percentage income from sales of


concessionaire suppliers’ goods sold inside the store. The Group does not, at any
point, have control of the goods which are sold. Although the Group transacts with
the end-customer, it does not set prices or take inventory risk. The Group acts as an
agent in selling to the end-consumer and is receiving a ‘commission’ in consideration
for the service that it is performing for the concessionaire.

The Group recognizes a commission as a percentage of concess sales from the


concessionaire as revenue, rather than the gross revenue from the sale of the
concessionaire’s goods.

There are other promises in the contracts that are separate performance obligations
to which a portion of the transaction price needs to be allocated.

The transaction involves the Group committing to two performance obligations: the
good purchased; and the rights related to the PERKS loyalty points. The Group
allocates customer payments between products sales and loyalty points, based on
their relative stand-alone selling prices.

The allocated transaction price of the points earned is recognized as a deferred


revenue.

Revenue from the PERKS loyalty points is recognized upon redemption. The Group
is unable to determine the number of points that will be used and assumes 100%
redemption to ensure that it is not highly probable that there will be a significant
reversal of revenue. In this case, management would recognize the revenue
allocated to the points on redemption and on expiration of the points.

Total amount of PERKS loyalty points earned amounted to P77.25 million and
P57.28 million in 2018 and 2017, respectively.

There are no performance obligations that are unsatisfied or partially unsatisfied as


at December 31, 2018 and 2017. There are no assets recognized from the costs to
obtain or fulfill a contract with customer.

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Puregold Annual Report 2018

17. Cost of Sales

This account for the years ended December 31 consists of:

As Reclassified
Note 2018 2017 2016
Beginning inventory 6 P17,696,641,161 P16,487,824,308 P12,982,832,312
Add: Purchases 119,112,857,634 104,223,965,567 96,718,656,245
Total goods available for sale 136,809,498,795 120,711,789,875 109,701,488,557
Less ending inventory 6 19,731,823,439 17,696,641,161 16,487,824,308
P117,077,675,356 P103,015,148,714 P93,213,664,249

18. Lease Agreements

As Lessee
The Group leases warehouses, parking spaces and certain lands and buildings
where some of its stores are situated or constructed. The lease terms range from 5
to 42 years, renewable for the same period under the same terms and conditions.
The rent is subject to escalation on the average of 1% to 10%. Rental payments are
either fixed monthly or fixed per square meter based on the contracts.

The Group is required to pay advance rental payments and security deposits on the
above leases which are either fixed monthly rent or fixed per square meter. These
are shown under “Prepaid expenses and other current assets” account and “Other
noncurrent assets” account, respectively, in the consolidated statements of financial
position (see Notes 8 and 12).

Rent expenses included under “Operating expenses” in the consolidated statements


of comprehensive income, amounted to P3,064.10 million, P2,714.66 million and
P2,515.69 million in 2018, 2017 and 2016, respectively (see Note 20).

The scheduled maturities of non-cancellable minimum future rental payments are as


follows:

2018 2017 2016


Due within one year P2,351,269,124 P2,241,396,936 P2,057,326,120
Due more than one year but not
more than five years 9,568,275,805 9,438,782,266 8,688,301,793
Due more than five years 34,301,805,627 34,377,210,642 32,996,247,728
P46,221,350,556 P46,057,389,844 P43,741,875,641

As Lessor
The Group subleases portion of its store space to various lessees for an average
lease term of one to ten (1-10) years. The lease contracts may be renewed upon
mutual agreement by the parties. Rental payments are computed either based on
monthly sales or a certain fixed amount, whichever is higher. Upon inception of the
lease agreement, tenants are required to pay certain amounts of deposits. Tenants
likewise pay a fixed monthly rent which is shown under “Other current liabilities”
account in the consolidated statements of financial position (see Note 15).

Rent income recognized in profit or loss in 2018, 2017 and 2016 amounted
P407.25 million, P388.65 million and P377.28 million, respectively (see Note 19).

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Puregold Annual Report 2018

The scheduled maturities of non-cancellable minimum future rental collections are as


follows:

2018 2017 2016


Due within one year P260,144,891 P186,082,674 P213,715,008
Due more than one year but not
more than five years 357,317,582 237,501,512 257,952,124
Due more than five years 95,071,499 100,983,790 148,073,465
P712,533,972 P524,567,976 P619,740,597

19. Other Operating Income

This account consists of:

Note 2018 2017 2016


Concession income 16 P1,878,358,992 P1,647,845,057 P1,517,079,129
Membership income 513,588,832 452,973,681 399,965,999
Rent income 18 407,251,364 388,645,067 377,280,913
Demo/sampling income 20,189,107 17,206,295 12,869,896
Miscellaneous 121,702,774 185,577,528 121,649,859
P2,941,091,069 P2,692,247,628 P2,428,845,796

Concession income pertains to the fixed percentage income from sales of


concessionaire suppliers’ goods sold inside the store.

Membership income pertains to fees from members of Kareila, PPCI and Subic
wherein such fees permit only membership, and all other services or products are
paid for separately.

Rent income relates to the income earned for the store spaces occupied by the
tenants.

Demo/sampling income pertains to the fee paid by the suppliers for the privilege
granted by Kareila in allowing a representative of the supplier to conduct a demo or
give away samples of their products inside the selling area of the stores.

Miscellaneous account consists of amounts collected from the customers for


delivering their purchases, cashiers’ overages, sale of used packaging materials and
others.

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Puregold Annual Report 2018

20. Operating Expenses

This account consists of:

Note 2018 2017 2016


Rent 18 P3,064,102,476 P2,714,659,830 P2,515,689,827
Manpower agency
services 3,343,676,703 2,878,788,171 2,138,731,952
Communication, light and
water 2,309,873,902 1,903,212,317 1,675,861,989
Salaries and wages 2,001,440,665 1,782,722,428 1,582,166,197
Depreciation and
amortization 10, 11 1,895,646,980 1,639,123,164 1,408,708,815
Security services 906,924,442 887,991,211 841,058,213
Taxes and licenses 760,848,934 642,283,135 531,072,558
Store and office supplies 612,455,879 546,921,912 473,174,985
Concession expense 22 522,618,432 503,476,012 477,641,920
Repairs and maintenance 448,697,475 367,634,094 373,304,387
Advertising and marketing 324,960,422 313,162,379 248,211,832
Janitorial and
messengerial services 206,482,215 183,991,134 424,688,008
Insurance 195,043,275 173,781,344 150,498,306
Other selling expenses 174,498,578 160,627,280 146,996,247
Retirement benefits cost 23 163,606,897 147,018,254 119,606,198
SSS/Medicare and HDMF
contributions 145,969,132 131,018,960 115,952,911
Representation and
entertainment 124,235,532 77,799,912 71,300,463
Transportation 100,711,654 61,816,122 58,414,418
Input VAT allocable to
exempt sales 131,256,960 58,423,639 93,802,537
Fuel and oil 80,576,785 57,306,745 45,485,516
Royalty 22 54,342,743 46,331,866 42,220,356
Professional fee 35,001,282 30,844,191 32,461,112
Miscellaneous 237,268,109 206,694,553 140,354,269
P17,840,239,472 P15,515,628,653 P13,707,403,016

21. Others

This account consists of:

Note 2018 2017 2016


Gain on sale of investment
in joint venture 9 P362,810,262 P - P -
Gain (loss) on insurance
claim 3,351,032 (14,855,363) -
Dividend income 9 679,505 1,856,196 824,831
Gain on disposal of
property and equipment 10 154,310 - 2,031
Foreign exchange loss (2,881,249) (122,754) (435,806)
Unrealized valuation gain
(loss) on trading
securities 7 (10,385,284) 11,778,850 676,435
Bank charges (26,747,884) (20,953,904) (23,625,331)
P326,980,692 (P22,296,975) (P22,557,840)

Gain (loss) on insurance claim represents the excess of (short on) the insurance
proceeds received over the cost of the inventories and machineries damaged by
flood and fire.

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102
22. Related Party Transactions

Other than the items disclosed in Note 9, the Group’s significant transactions and balances with related parties are as follows:
Outstanding Balances
Amount of Trade Non Trade Trade Non Trade Due to
Transactions Receivable Receivable Payable Payable Loans Related
Related Party Year Note for the Year (see Note 5) (see Note 5) (see Note 13) (see Note 13) (see Note 14) Parties Terms Conditions
Parent
Dividends 2017 P564,137,807 P - P - P - P564,137,807 P - P - Due and Unsecured
demandable
Repairs and maintenance 2017 c 39,836 - 39,836 - - - - Due and Unsecured
Representation and 2018 c 47,827 - 47,827 - - - - demandable no impairment
entertainment
2018 e 600,000,000 - - - 900,000,000 - -
Loans 2017 e 300,000,000 - - - - 300,000,000 - Due and Unsecured;
demandable
Interest expense 2017 c 13,031,250 - - - - - - Due and Unsecured
Insurance 2018 c 13,156 - 13,156 - - - - demandable
Other Related Parties*
Rent 2018 a 808,482,339 - 3,088 - 25,747,668 - - Due and Unsecured;

103
2017 a 696,146,148 - 232,455 - 41,960,431 - - demandable no impairment
Concession expense 2018 b 522,618,432 - - - 92,395,254 - - Due and Unsecured
2017 b 503,476,012 - - - 172,790,277 - - demandable
Purchase of merchandise 2018 c 2,237,787,289 - - 504,052,460 - - - Due and Unsecured
2017 c 2,093,968,112 - - 589,760,330 - - - demandable
Sale of merchandise 2018 c 55,568,081 12,786,493 - - - - - Due and Unsecured;
Puregold Annual Report 2018

2017 c 69,055,889 24,344,715 - - - - - demandable no impairment


Security deposits 2018 c 25,854,101 - - - - - - Due and Unsecured;
2017 c 5,435,937 - - - 13,099,795 - - demandable no impairment
Repairs and maintenance 2018 c 10,309,072 - 8,340,292 - 15,323 - - Due and Unsecured;
2017 c 6,681,741 - 4,867,503 - 313,724 - - demandable no impairment
Utilities expense 2018 c 236,456,733 - 5,748,592 - 2,010,376 - - Due and Unsecured;
2017 c 167,323,201 - 966,401 - 6,910,791 - - demandable no impairment
Forward

- 48 -
Outstanding Balances
Amount of Trade Non Trade Trade Non Trade Due to
Transactions Receivable Receivable Payable Payable Loans Related
Related Party Year Note for the Year (see Note 5) (see Note 5) (see Note 13) (see Note 13) (see Note 14) Parties Terms Conditions
Advances 2018 c P - P - P116,000,000 P - P - P - P - Due and Unsecured;
2017 c - - 116,000,000 - - - demandable no impairment
Communications 2018 c 370,597 - 2,793 - 14,251 - - Due and Unsecured
2017 c 324,274 - - - 6,570 - - demandable
Management fee 2018 c 13,962,618 - - - 2,072,162 - - Due and Unsecured
2017 c 11,064,691 - - - 1,581,800 - - demandable
Supplies 2018 c 21,431,727 - 57,933 - 3,307,349 - Due and Unsecured
2017 c 12,206,325 - 18,960 - 2,156,077 - - demandable
Insurance 2018 c 990,985 - 94,657 - 6,395 - - Due and Unsecured
2017 c 1,181,662 - 485 - 14,202 - demandable
Taxes and licenses 2018 c 225,981 - 30,376 - - - - Due and Unsecured
2017 c 228,358 - 3,029 - 70,336 - - demandable
Fixed asset 2018 c 359,048 - 359,048 - - - - Due and Unsecured
Puregold Annual Report 2018

- demandable
Employee benefits 2018 c 184,782 - 465 - - - - Due and Unsecured
2017 c 2,192,102 - 202,755 - 13,817 - - demandable
Representation and
entertainment 2018 c 2,695 - 2,695 - - - - Due and Unsecured
Other Income 2018 c 2,082 - 2,082 - - - - demandable

104
2017 c 224,051 - 224,051 - - - -
Loans 2018 8,800,000 - - - - - -
Key Management Personnel -
Royalty expense 2018 d 54,342,743 - - - - - 43,474,532 Due and Unsecured
2017 d 46,331,866 - - - - - 37,065,831 demandable
Rent expense 2018 a 23,208,327 - - - - - -
2017 a 22,532,356 - - - - - -
Short-term benefits 2018 34,208,308 - - - - - -
2017 121,742,192 - - - - - -
Total 2018 P12,786,493 P130,703,004 P504,052,460 P1,025,568,778 P - P43,474,532
Total 2017 P24,344,715 P122,555,475 P589,760,330 P803,055,627 P300,000,000 P37,065,831
*Other related parties pertain to entities under common control.
- 49 -
Puregold Annual Report 2018

a. Lease of Building

The Group leases the building from its related parties where some stores are
located. The Group pays its related parties a minimum fixed amount or is
calculated in reference to a fixed sum per square meter of area leased. The
terms of the lease are for the periods ranging from ten to thirty-five (10-35) years,
renewable for the same period under the same terms and conditions. The rent
shall escalate by the range from 1% to 7%. Rental payments are fixed amounts
based on the contracts.

b. Consignment and Concession

On September 27, 2006, PSMT Philippine, Inc. (PriceSmart), referred to as the


“Consignee,” an entity under common control, entered into a consignment and
concession contract with Kareila, referred to as the “Consignor.” The Consignee
is the owner and operator of four (4) Warehouse, (1) Fort Bonifacio Global City,
Taguig City, Metro Manila; (2) Congressional Avenue, Bago-Bantay, Quezon
City; (3) Aseana Business Park, Brgy. Tambo, Paranaque City; and
(4) Westgate, Filinvest Alabang, Muntinlupa City, including all the furniture,
fixtures and equipment presently situated therein.

Under the contract, the Consignor offered to consign goods at the aforesaid
four (4) stores and the Consignee accepted the offer subject but not limited to the
terms and conditions stated as follows:

 The Consignee hereby grants to the Consignor the right to consign, display
and offer for sale, and sell goods and merchandise as normally offered for
sale by Consignee, at the selling areas at the four (4) stores.

 The Consignor shall give the Consignee a trade or volume discount of its
gross sales.

 The proceeds of sale of the Consignor shall remain the sole property of the
Consignor and shall be kept by the Consignee strictly as money in trust until
remitted to the Consignor after deducting the amounts due to the Consignee.

 The term of the contract shall be for a period of five (5) years beginning on
the date/s of the signing of the agreement or of the opening of the four (4)
stores whichever is later, renewable upon mutual agreement of the parties.

 For and in consideration of the consignment/concession right granted, the


consignor gives the consignee a trade or volume discount in the amount
equivalent to five percent (5%) of the consignee’s gross sales which was
increased to fifteen percent (15%) on November 9, 2006. On January 1,
2011, the contract was further amended giving the consignee a trade or
volume discount of ten percent (10%) of the consignee’s gross sales.

On February 23, 2012, a new agreement was made between the Consignor and
Consignee. Under the new agreement, the Consignor offered to consign goods
at the aforesaid four (4) stores and the Consignee accepted the offer subject but
not limited to the terms and conditions stated as follows:

 The Consignor shall pay the Consignee four percent (4%) monthly
consignment/concession fee based on the Consignor’s monthly gross sales.

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Puregold Annual Report 2018

 Goods sold by the consignor shall be checked-out and paid at the check-out
counters of and be manned and operated by the Consignor and issued
receipts through the point-of-sale (POS) machines in the name of the
Consignor. The proceeds of the sale are and shall remain as the sole
property of the Consignor subject to its obligation to pay the consideration
stipulated.

 Ownership of the goods delivered to the Consignor at the stores shall remain
with the Consignor. Except for the right of Consignee to the payment of the
consideration in the amount, manner and within the periods stipulated.

 The Consignment/Concession Contract shall be for a period of five (5) years


beginning on March 1, 2012, renewable upon mutual agreement of the
parties. The contract was renewed for a period of five (5) years effective
March 1, 2017 until February 28, 2022.

c. Other Significant Transactions

These pertain to purchases and sale of merchandise, rent income, security


deposits paid, repairs and maintenance, utilities, communications, taxes and
licenses, cash advances granted to related parties, management fee supplies,
insurance, fixed asset, communications, presentations and entertainment and
employee benefits which are unsecured, noninterest-bearing and due and
demandable. The Group has not made any allowance for impairment losses
relating to receivables from related parties as at December 31, 2018 and 2017.
This assessment is undertaken annually by management through examination of
the financial position of related parties and the market in which they operate.

d. Royalty Agreement

On August 15, 2011, the Group (“licensee”) entered into a license agreement
with a stockholder (“licensor”) for its use of trademark and logo. The licensee will
pay the licensor royalties in an amount equivalent to 1/20 of 1% of net sales for
the period of thirty (30) years, renewable upon mutual written consent of the
parties. These royalty fees and payables are unsecured, non-interest bearing
and due and demandable.

e. Loans
As discussed in Note 14, Kareila entered into unsecured short - term loans with
Cosco amounting to P900.00 million and P300.00 million in 2018 and 2017,
respectively. These loans are to be settled in cash upon its maturity.

The Parent Company entered into unsecured short-term loan with Puregold
Finance amounting to P8.80 million for 2018.

f. A stockholder has granted the Parent Company the right to use the trademark
used in the stores of KMC as part of the sale of KMC to the Parent Company
(Note 11).

Amounts owed by and owed to related parties are to be settled in cash.

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Puregold Annual Report 2018

Related Party Transactions and Balances Eliminated During Consolidation


The terms, conditions, balances and the volume of related party transactions which
were eliminated during consolidation are as follows:

a. Sales from the Parent Company to the subsidiaries:

2018 2017
Sales P789,173 P6,632,929

b. Receivables from Parent Company to the subsidiaries:

2018 2017
Receivables P10,016,237 P11,260,418

Receivables from subsidiaries are unsecured, non-interest bearing and are


payable on demand.

c. Dividend Receivables of the Parent Company from KMC and PSI:

Amount of
Transaction 2018 2017
KMC P475,000,000 P475,000,000 P475,000,000
Subic - - 200,000,000
P475,000,000 P675,000,000

23. Retirement Benefits Liability

The Parent Company and its subsidiaries has unfunded, noncontributory, defined
benefit plan covering all of its permanent employees. Contributions and costs are
determined in accordance with the actuarial studies made for the plan. Annual cost
is determined using the projected unit credit method. The Group’s latest actuarial
valuation date is December 31, 2018. Valuations are obtained on a periodic basis.

Salient Provisions of the Retirement Plan


Normal Retirement (Minimum Retirement Law, RA 7641)
The plan provides retirement benefits under Republic Act No. 7641 (the Act) upon
compulsory retirement at the age of sixty five (65) or upon optional retirement at age
sixty (60) or more but not more than age sixty five (65) with at least five (5) years in
service. The benefits as required by the Act are equivalent to at least one-half month
(1/2) month salary for every year of service, a fraction of at least six (6) months being
considered as one (1) whole year. The term one-half (1/2) month salary shall mean:
(a) 50% of the pay salary; (b) one-twelfth (1/12) of the thirteenth (13th) month pay;
and (c) one-twelfth (1/12) cash equivalent of not more than five (5) days of service
incentive leaves.

The reconciliation of the liability recognized in the statements of financial position as


at December 31 is as follows:

2018 2017
Present value of defined benefit obligation P504,207,438 P564,085,747
Fair value of plan assets (25,711,784) (25,912,570)
Retirement benefits liability P478,495,654 P538,173,177

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Puregold Annual Report 2018

The following table shows reconciliation from the opening balances to the closing
balances for present value of defined benefit obligation:

2018 2017
Balance at January 1 P564,085,747 P494,733,328
Included in Profit or Loss
Current service cost 132,931,025 121,772,174
Interest cost 32,152,888 26,616,653
165,083,913 148,388,827
Included in other Comprehensive Income
Remeasurements gain:
Actuarial gain arising from:
Financial assumptions (343,324,419) (39,549,415)
Experience adjustment 118,362,197 (39,486,993)
(224,962,222) (79,036,408)
Balance at December 31 504,207,438 P564,085,747

The movements in the fair value of plan assets are as follows:

2018 2017
Beginning of the year P25,912,570 P25,475,333
Interest income 1,477,016 1,370,573
Remeasurement loss (1,677,802) (933,336)
End of the year P25,711,784 P25,912,570

The movements of actuarial losses, before deferred income taxes recognized in


other comprehensive income are as follows:

2018 2017
Remeasurements of retirement liability at
beginning of year (P167,393,168) (P89,290,096)
Actuarial gain on defined benefit obligation (223,258,703) (78,103,072)
Remeasurements of retirement liability at
end of year (P390,651,871) (P167,393,168)

The cumulative remeasurements of retirement benefits liability, net of deferred


income taxes, amounted to P273.74 and P117.31 million as at December 31, 2018
and 2017, respectively, as presented in the consolidated statements of changes in
equity.

The Group’s plan assets as at December 31 consist of the following:

2018 2017
Cash in banks P1,810,041 P2,032,605
Debt instruments - government bonds 23,657,118 23,648,111
Trust fees payable (12,770) (13,059)
Other 257,395 244,913
P25,711,784 P25,912,570

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Puregold Annual Report 2018

The following were the principal actuarial assumptions at the reporting date:

2018 2017
Discount rate 7.53% 5.70%
Future salary increases 8.00% 8.00%

Assumptions regarding future mortality have been based on published statistics and
mortality tables.

The weighted average duration of the defined benefit obligation at the end of the
reporting period is 26.3 years.

Sensitivity Analysis
Reasonably possible changes at the reporting date to one of the relevant actuarial
assumptions, holding other assumptions constant, would have affected the defined
benefit obligation by the amounts shown below:

2018
Increase Decrease
Discount rate (1% movement) (P105,323,932) P83,525,380
Future salary increase rate (1% movement) 103,955,284 (84,070,916)

2017
Increase Decrease
Discount rate (1% movement) (P105,136,263) P134,997,650
Future salary increase rate (1% movement) 123,240,684 (99,204,506)

It should be noted that the changes assumed to be reasonably possible at the


valuation date are open to subjectivity, and do not consider more complex scenarios
in which changes other than those assumed may be deemed to be more reasonable.

These defined benefit plans expose the Group to actuarial risks, such as longevity
risk, interest rate risk, and market (investment) risk.

Funding Arrangements
Since the Group does not have a formal retirement plan, funding to the plan are paid
by the Group when needed.

Maturity analysis of the benefit payments:

2018
Carrying Contractual Within Within Within
Amount Cash Flows 1 Year 1 - 5 Years 5 - 10 Years
Defined benefit
obligation P504,207,438 P167,249,749 P29,708,291 P26,241,559 P111,299,899

2017
Carrying Contractual Within Within Within
Amount Cash Flows 1 Year 1 - 5 Years 5 - 10 Years
Defined benefit
obligation P564,085,747 P123,425,704 P23,214,858 P19,300,587 P80,910,259

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Puregold Annual Report 2018

On February 17, 2014, the Parent Company entered into a multi-employer retirement
plan agreement with a trust Group. The Parent Company made an initial cash
contribution of P25 million pesos.

The Group does not expect to contribute to the plan in 2019.

24. Income Taxes

The components of income tax expense are as follows:

2018 2017 2016


Current tax expense P2,803,076,753 P2,695,668,770 P2,550,889,317
Deferred tax benefit (177,691,296) (151,756,477) (159,755,419)
P2,625,385,457 P2,543,912,293 P2,391,133,898

The reconciliation of the income tax expense computed at the statutory income tax
rate to the actual income tax expense as shown in profit or loss for the years ended
December 31 is as follows:

2018 2017 2016


Income before income tax P9,145,105,784 P8,384,124,086 P7,917,364,304
Income tax expense at the
statutory income tax rate:
30% P2,703,646,725 P2,484,009,752 P2,346,271,597
5% 6,647,502 5,204,579 4,822,949
Income tax effects of:
Non-deductible other expenses 33,338,989 61,012,515 41,414,061
Non-deductible interest
expense 4,131,612 2,279,372 1,312,588
Dividend income exempt from
tax (203,852) - -
Changes in unrecognized
DTA/DTL 1,132,924 1,245,452 962,164
Other income subjected to final
tax (113,081,284) (556,859) (247,449)
Interest income subjected to
final tax (10,227,159) (5,748,862) (3,402,012)
Non-taxable income - (3,533,656) -
P2,625,385,457 P2,543,912,293 P2,391,133,898

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Puregold Annual Report 2018

The components of the Group’s deferred tax liabilities (DTL) net of deferred tax
assets (DTA) in respect to the following temporary differences are shown below:

2018 2017
Amount DTA (DTL) Amount DTA (DTL)
Accrued rent expense* P3,667,726,623 P1,100,317,987 P3,239,251,146 P971,775,344
Retirement benefits
liability 893,142,763 267,942,829 730,176,907 218,704,955
NOLCO - - 15,367,497 4,610,249
Allowance for
impairment losses on
receivables 7,462,327 2,238,698 7,462,327 2,238,698
Recognition of DTA due
to Merger 389,731 116,919 389,731 116,919
DTA 4,568,721,444 1,370,616,433 3,992,647,608 1,197,446,165
Fair value of intangible
assets from business
combination (4,599,113,528) (1,379,734,058) (4,599,113,528) (1,379,734,058)
Actuarial gains (390,677,587) (117,203,276) (167,393,168) (50,079,841)
Accrued rent income (29,360,256) (8,808,077) (34,365,544) (10,309,662)
DTL (5,019,151,371) (1,505,745,411) (4,800,872,240) (1,440,123,561)
Net (P450,429,927) (P135,128,978) (P808,224,632) (P242,677,396)
*Excluding accrued rent expense of PPCI Subic which is subject to SBMA tax rules

The realization of these deferred tax assets is dependent upon future taxable income
that temporary differences and carry forward benefits are expected to be recovered
or applied.

25. Equity

Capital Stock and Additional Paid-in Capital


The Parent Company’s authorized, issued and outstanding common stocks as at
December 31 are as follow:

2018 2017 2016


Authorized - 3,000,000,000
shares (P1 par value)
Issued and outstanding
Balance at beginning of year 2,785,362,877 2,785,362,877 2,785,362,877
Issuances during the year 14,551,209 - -
Balance at end of year 2,799,914,086 2,785,362,877 2,785,362,877

On June 7, 2011, the BOD approved the issuance of 50,000,000 shares. These were
subscribed and paid in full on June 10, 2011.

The initial public offering of the Parent Company’s shares with an offer price of
P12.50 per share resulted to the issuance of 500,000,000 common shares in 2011.
The additional paid-in capital net of direct transaction costs amounted to P5,168.82
million.

The Parent Company acquired 100% equity interest of Kareila in exchange for the
766,406,250 common shares of the Parent Company’s authorized but unissued
capital stock on May 28, 2012. The fair value of shares as at the acquisition date is
P21.50 per share. The additional paid-in capital net of direct transaction costs
amounted to P15,661.57 million.

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Puregold Annual Report 2018

As at December 31, 2018 and 2017, the Parent Company has 40 stockholders with
at least one board lot at the PSE, for a total of 2,799,914,086 and 2,785,362,877
(P1.00 per share par value) issued and outstanding common shares, respectively.

Treasury Stock
The Group’s treasury shares as at December 31 are as follows:

2018 2017 2016


Balance at beginning of year 19,981,471 19,981,471 19,981,471
Additions 14,551,209 - -
Balance at end of year 34,532,680 19,981,471 19,981,471

On February 26, 2013, the SEC approved the application for merger of the Parent
Company, PJSI and Gant. As a consideration for the said merger, the Parent
Company issued shares of stocks equivalent to 16,911,162 shares at P26.55 per
share. Considering that the ultimate owner of PJSI and Gant is the Parent Company,
the shares issued were recognized as treasury stock.

On December 18, 2014, the BOD approved to buy back the Parent Company’s
shares up to P1.00 billion or approximately 30.0 million shares within one year from
the approval or until November 4, 2015. As at December 31, 2018 and 2017, the
Parent Company already bought P34.53 million worth of shares as treasury stock.

On March 12, 2015, the SEC approved the application of merger of the Parent
Company and Company E. As a consideration for the said merger, the Parent
Company issued shares of stocks equivalent to 2,045,465 shares at par value.
Considering that the ultimate owner of Company E is the Parent Company, the stock
shares issued were recognized.

On November 22, 2017, SEC approved the application of the merger of Parent
Company, Goldtempo Group Incorporated, Daily Commodities, Inc., and First Lane
Super Traders Co., Inc. As a consideration for the merger, the Parent Company
issued shares of stocks equivalent to 14,551,209 shares at P39.00 per share.
Considering that the ultimate owner is the Parent Company, the shares issued were
recognized as treasury stock in the consolidated financial statements.

Retained Earnings
On December 22, 2016, the Group’s BOD approved the declaration of a regular
dividend of P0.20 per share and special dividend of P0.10 per share on record date
of January 12, 2017 and payment date of January 20, 2017. The total amount of
dividends is P829.61 million.

On December 15, 2017, the Group’s BOD approved the declaration of a regular
dividend of P0.20 per share and special dividend of P0.20 per share on record date
of January 2, 2018 and payment date of January 26, 2018. The total amount of
dividends is P1,106.15 million.

No dividends were declared in 2018.

On December 21, 2016, KMC’s BOD approved an appropriation of retained earnings


amounting to P2.7 billion to finance the construction of four (4) ‘S&R Membership
Shopping’ stores and twelve (12) ‘S&R New York Style Pizza’ quick service
restaurants (QSRs). In 2017, the said appropriation was reversed.

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Puregold Annual Report 2018

On December 15, 2017, KMC’s BOD approved an appropriation of retained earnings


amounting to P4.7 billion to finance the construction of six (6) new stores and twelve
(12) QSRs.

26. Segment Information

The Group operates through stores in several locations. The combined financial
statements of all stores is reviewed by the Chief Operating Decision Maker on a
monthly basis and assesses the Group’s profitability and financial position of the
whole retail business. The nature of products, class of customers, and regulatory
environment is the same for all the stores.

Accordingly, management has assessed that the Group, as a whole, is considered


as a single business and hence there are no operating segments required to be
disclosed under PFRS 8, Operating Segments.

27. Basic/Diluted EPS

Basic/Diluted EPS is computed as follows:

2018 2017 20156


Net income (a) P6,519,720,327 P5,840,211,793 P5,526,230,406
Weighted average number of
ordinary shares (b) 2,765,381,406 2,765,381,406 2,765,381,406
Basic/diluted EPS (a/b) P2.36 P2.11 P2.00

As at December 31, 2018, 2017 and 2016, the Group has no dilutive debt or equity
instruments.

28. Financial Risk and Capital Management Objectives and Policies

Objectives and Policies


The Group has significant exposure to the following financial risks primarily from its
use of financial instruments:

 Credit Risk
 Liquidity Risk
 Interest Rate Risk
 Other Market Price Risk

This note presents information about the Group’s exposure to each of the above
risks, the Group’s objectives, policies and processes for measuring and managing
risks, and the Group’s management of capital.

The Group’s principal financial instruments include cash and cash equivalents and
investments in trading securities. These financial instruments are used to fund the
Group’s operations and capital expenditures.

The BOD has overall responsibility for the establishment and oversight of the
Group’s risk management framework. They are responsible for developing and
monitoring the Group’s risk management policies.

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Puregold Annual Report 2018

The Group’s risk management policies are established to identify and analyze the
risks faced by the Group, to set appropriate risk limits and controls, and to monitor
risks adherence to limits. Risk management policies and systems are reviewed
regularly to reflect changes in market conditions and the Group’s activities. All risks
faced by the Group are incorporated in the annual operating budget. Mitigating
strategies and procedures are also devised to address the risks that inevitably occur
so as not to affect the Group’s operations and detriment forecasted results. The
Group, through its training and management standards and procedures, aims to
develop a disciplined and constructive control environment in which all employees
understand their roles and obligations.

Credit Risk
Credit risk represents the risk of loss the Group would incur if credit customers and
counterparties fail to perform their contractual obligations.

Exposure to credit risk is monitored on an ongoing basis. Credit is not extended


beyond authorized limits. Credit granted is subject to regular review, to ensure it
remains consistent with the customer’s credit worthiness and appropriate to the
anticipated volume of business.

Receivable balances are being monitored on a regular basis to ensure timely


execution of necessary intervention efforts.

The credit risk for due from related parties and security deposits was considered
negligible since these accounts have high probability of collection and there is no
current history of default.

Financial information on the Group’s maximum exposure to credit risk without


considering the effects of collaterals and other risk mitigation techniques is presented
below.

Note 2018 2017


Cash in banks and cash equivalents 4 P9,511,096,499 P7,153,665,988
Receivables - net 5 4,789,798,078 4,569,341,716
Security deposits* 12 1,661,386,728 1,489,124,969
P15,962,281,305 P13,212,132,673
*Included under noncurrent assets.

The credit quality of the Group’s financial assets based on its historical experience is
as follows:

As of December 31, 2018


Grade A Grade B Grade C Total
At amortized cost:
Cash in banks and
cash equivalents P9,511,096,499 P - P - P9,511,096,499
Security deposits 1,661,386,728 - - 1,661,386,728
Receivables - net 4,789,798,078 - - 4,789,798,078
P15,962,281,305 P - P - P15,962,281,305

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Puregold Annual Report 2018

As of December 31, 2017


Grade A Grade B Grade C Total
At amortized cost:
Cash in banks and
cash equivalents P7,153,665,988 P - P - P7,153,665,988
Security deposits 1,489,124,969 - - 1,489,124,969
Receivables - net 4,569,341,716 - - 4,569,341,716
P13,212,132,673 P - P - P13,212,132,673

The Group has assessed the credit quality of the following financial assets that are
neither past due nor impaired as high grade:

a. Cash in bank and cash equivalents were assessed as high grade since these are
deposited in reputable banks with good credit standing, which have a low
profitability of insolvency and can be withdrawn anytime. The credit quality of
these financial assets is considered to be high grade.

b. Trade receivables were assessed as high grade since majority of trade


receivables are credit card transactions and there is no current history of default.
Non-trade receivables from suppliers relating to rental, display allowance and
concession and advances to contractors were assessed as high grade since
these are automatically deducted from the outstanding payables to suppliers and
contractors. Advances to employees were assessed as high grade as these are
paid through salary deductions and have a high probability of collections.

c. Due from related parties and security deposits were assessed as high grade
since these have a high profitability of collection and there is no history of default.

The Group applies the simplified approach using provision matrix in providing for
ECL which permits the use of the lifetime expected loss provision for trade and other
receivables. The expected loss rates are based on the Group’s historical observed
default rates. The historical rates are adjusted to reflect current and forward looking
macroeconomic factors affecting the customer’s ability to settle the amount
outstanding. However, given the short period exposed to credit risk, the impact of
this macroeconomic factor identified has not been considered significant within the
reporting period.

The aging of receivables - net at the reporting date are as follows:

2018 2017
Gross Amount Impairment Gross Amount Impairment
Current P2,930,178,205 P - P3,175,206,725 P -
Past due 1-30 days 955,111,912 - 631,452,179 -
Past due 31-60 days 420,908,784 - 249,645,750 -
More than 60 days 491,061,504 7,462,327 513,037,062 7,462,327
P4,797,260,405 P7,462,327 P4,569,341,716 P7,462,327

Liquidity Risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations
as they fall due. The Group manages liquidity risk by forecasting projected cash
flows and maintaining balance between continuity of funding and flexibility in
operations. Treasury controls and procedures are in place to ensure that sufficient
cash is maintained to cover daily operational working capital requirements.
Management closely monitors the Group’s future and contingent obligations and sets
up required cash reserves as necessary in accordance with internal requirements.

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Puregold Annual Report 2018

The following are the contractual maturities of financial liabilities, including estimated
interest payments and excluding the impact of netting agreements:
As at December 31, 2018
More than
Carrying Contractual 1 Year 1 Year - More than
Amount Cash Flow or Less 5 Years 5 Years
Financial Liabilities
Accounts payable and
accrued expenses* P11,503,533,469 P11,503,533,469 P11,503,533,469 P - P -
Short-term loans payable 4,756,300,000 4,456,300,000 4,456,300,000 - -
Due to related parties 43,474,532 43,474,532 43,474,532 - -
Long-term debt including
current portion 1,840,000,000 1,946,404,572 16,822,857 67,291,428 1,862,290,287
Other current liabilities** 154,204,614 154,204,614 154,204,614 - -
Noncurrent accrued rent 3,692,167,535 3,692,335,478 128,329,117 456,123,294 3,107,883,067
*excluding statutory payables to the government
**excluding promotion fund, loyalty and rewards, unredeemed gift certificates VAT payable and other current liabilities
of Kareila

As at December 31, 2017


More than
Carrying Contractual 1 Year 1 Year - More than
Amount Cash Flow or Less 5 Years 5 Years
Financial Liabilities
Accounts payable and
accrued expenses* P11,408,314,374 P11,408,314,374 P11,408,314,374 P - P -
Short-term loans payable 4,112,500,000 4,112,500,000 4,112,500,000 - -
Due to related parties 37,065,831 37,065,831 37,065,831 - -
Long-term debt including
current portion 2,399,204,654 2,476,014,178 420,786,229 2,055,227,949 -
Other current liabilities** 189,624,195 189,624,195 189,624,195 - -
Noncurrent accrued rent 3,260,616,193 3,260,616,193 - 490,291,306 2,770,324,887
*excluding statutory payables to the government
**excluding promotion fund, loyalty and rewards, unredeemed gift certificates VAT payable and other current liabilities
of Kareila

Interest Rate Risk


Interest rate risk is the risk that future cash flows from a financial instrument (cash
flow interest rate risk) or its fair value (fair value interest rate risk) will fluctuate
because of changes in market interest rates. The Group is exposed to interest rate
risk on interest earned on cash deposits in banks. Cash deposits with variable rates
expose the Group to cash flow interest rate risk. The Group is not exposed to interest
rate risk since its short and long-term loans with fixed rates are carried at amortized
cost. The Group’s policy is to obtain the most favorable interest available without
increasing its foreign currency exchange exposure.

The interest rate profile of the Group’s interest-bearing financial instruments is as


follows:

2018 2017 2016


Financial assets (cash deposits):
Cash in banks P2,327,340,011 P1,595,422,919 P1,457,275,840
Money market placements 7,183,756,488 5,558,243,069 4,086,422,099
P9,511,096,499 P7,153,665,988 P5,543,697,939

Sensitivity Analysis
A 2% increase in interest rates would have increased equity and net income by
P13.96 million, P10.02 million and P7.76 million, for the years ended December 31,
2018, 2017 and 2016, respectively. A 2% decrease in interest rates would have had
the equal but opposite effect. Assuming a 10% interest rate and on the basis that all
other variables remain constant.

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Puregold Annual Report 2018

Other Market Price Risk


The Group’s market price risk arises from its investments in trading securities carried
at fair value. The Group manages its risk arising from changes in market price by
monitoring the changes in the market price of the investments.

Capital Management
The Group’s objectives when managing capital are to increase the value of
shareholders’ investment and maintain steady growth by applying free cash flow to
selective investments. The Group set strategies with the objective of establishing a
versatile and resourceful financial management and capital structure.

The Group’s President has overall responsibility for monitoring of capital in


proportion to risk. Profiles for capital ratios are set in the light of changes in the
Group’s external environment and the risks underlying the Group’s business
operations and industry.

The Group defines capital as paid-up capital, additional paid-in capital,


remeasurements and retained earnings as shown in the consolidated statements of
financial position.

There were no changes in the Group’s approach to capital management during the
year.

The Group is not subject to externally imposed requirements.

29. Financial Instruments

The carrying amounts of Group’s financial instruments approximate their fair values
as at December 31, 2018 and 2017.

The following methods and assumptions are used to estimate the fair values of each
class of financial instruments:

Cash and Cash Equivalents, Receivables and Security Deposits


The carrying amounts of cash and cash equivalents and receivables approximate fair
values due to the relatively short-term maturities of these financial instruments. In the
case of security deposits, the difference between the carrying amounts and fair
values is considered immaterial by management.

Investments in Trading Securities and Available-for-Sale Financial Assets


The fair values of publicly traded instruments and similar investments are based on
quoted market prices in an active market. For debt instruments with no quoted
market prices, a reasonable estimate of their fair values is calculated based on the
expected cash flows from the instruments discounted using the applicable discount
rates. Unquoted equity securities and derivative instruments linked to unquoted stock
are carried at cost less impairment.

Accounts Payable and Accrued Expenses, Short-term Loans, Due to Related Parties
and Other Current Liabilities
The carrying amounts of accounts payable and accrued expenses, due to related
parties, short-term loans and other current liabilities approximate fair values due to
the relatively short-term maturities of these financial instruments. The difference
between the carrying amounts and fair values of noncurrent accrued rent and other
current liabilities is considered immaterial by management.

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Puregold Annual Report 2018

Long-term Loans including Current Maturities


The fair value of interest-bearing fixed rate loans is based on the discounted value of
expected future cash flows using the applicable market rates for similar types of
instruments as at reporting date. Effective rates used in 2018 and 2017 range from
3.50% to 6.40% and 2.00% to 3.50%, respectively.

Fair Value Hierarchy


The table below analyses financial instruments carried at fair value, by valuation
method. The different levels have been defined as follows:

 Level 1: quoted prices (unadjusted) in active markets for identical assets or


liabilities.

 Level 2: inputs other than quoted prices included within level 1 that are
observable for the asset or liability, either directly (i.e., as prices) or
indirectly (i.e., derived from prices).

 Level 3: inputs for the asset or liability that are not based on observable market
data (unobservable inputs).

As at December 31, 2018 and 2017, the Group’s investment in financial assets
measured at FVPL and FVOCI were measured based on Level 1 and Level 3
classification, respectively.

As at December 31, 2018 and 2017, the Group has not introduced any movement
among Levels 1, 2 and 3 classifications.

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Puregold Annual Report 2018

For
AUDITED FINANCIAL STATEMENTS
SEC Registration Number

A 1 9 9 8 1 3 7 5 4
GROUP NAME

P U R E G O L D P R I C E C L U B , I N C .

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

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

9 0 0 R o m u a l d e z S t r e e t

P a c o , M a n i l a

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

A A F S

GROUP INFORMATION
Group's email Address Group's Telephone Number/s Mobile Number

www.puregold.com.ph (02) 548-7110

No. of Stockholders Annual Meeting (Month / Day) Fiscal Year (Month / Day)

May 2 December 31

CONTACT PERSON INFORMATION


The designated contact person MUST be an Officer of the Corporation

Name of Contact Person Email Address Telephone Number/s Mobile Number

Teodoro A. Polinga [email protected] (02) 548-7110

CONTACT PERSON's ADDRESS

900 Romualdez, Street, Paco, Manila

Note 1: In case of death, resignation or cessation of office of the officer designated as contact person, such incident shall be reported to the
Commission within thirty (30) calendar days from the occurrence thereof with information and complete contact details of the new contact person
designated.
2: All Boxes must be properly and completely filled-up. Failure to do so shall cause the delay in updating the corporation's records with
the Commission and/or non-receipt of Notice of Deficiencies. Further, non-receipt of Notice of Deficiencies shall not excuse the corporation from
liability for its deficiencies.

119

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