MAXS-2021 Annual Report

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A 2 0 0 0 0 3 0 0 8

S.E.C. Registration Number

M A X' S G R O U P , I N C .
( f o r me r l y P a n c a k e H o u s e , I N C . )

(Company's Full Name)

3 / F K D C P L A Z A , C H I N O R O C E S

M A K A T I C I T Y
(Business Address: No. Street City/ Town/ Province)

Atty. Carmen Rose A. Basallo (632) 8784-2800


Contact Person Company Telephone Number

1 2 3 1 SEC Form 17-A (Annual Report) For the 0 5 any


Month Day period ended December 31, 2021 Month Day
Fiscal Year Annual Meeting

Secondary License Type, If Applicable

CFD
Dept. Requiring this Doc. Amended Articles Number/Section

Total Amount of Borrowings


1 0 0
Total No. of Stockholders Domestic Foreign

To be accomplished by SEC Personnel Concerned

File Number LCU

Document I.D. Cashier

STAMPS
SEC Number: A2000-03008
File Number

MAX’S GROUP, INC.


_________________________________________________
(Company’s Full Name)

3/F KDC Plaza


2212 Chino Roces Avenue
Makati City
______________________________________
(Company’s Address)

(632) 8424-2800
______________________________________
(Telephone Number)

December 31, 2021


______________________________________
(Calendar Year Ending)
(month and day)

Form 17-A Annual Report


______________________________________
Form Type

17-A
______________________________________
Amendment Designation (If applicable)

December 31, 2021


______________________________________
Period Ended Date

______________________________________
(Secondary License Type and File Number)
SECURITIES AND EXCHANGE COMMISSION
SEC FORM 17-A
ANNUAL REPORT PURSUANT TO SECTION 17
OF THE SECURITIES REGULATION CODE AND SECTION 141
OF CORPORATION CODE OF THE PHILIPPINES

1. For the year ended December 31, 2021

2. SEC Identification Number A2000-03008

3. BIR Tax Identification No. 205-357-210-000

4. Exact name of registrant as specified in its charter Max’s Group, Inc.

5. Manila, Philippines
Province, Country or other jurisdiction of incorporation or organization

6. (SEC Use Only)


Industry Classification Code:

7. 3F KDC Plaza, 2212 Chino Roces Avenue Extension, Makati City


Address of principal office

1230
Postal Code

8. (632) 8424 2800


Registrant's telephone number including area code

9. 11th Floor Ecoplaza Building, 2305 Chino Roces Avenue Extension, 1231
Makati City
Former name, former address, and former fiscal year, if changed since last report

10. Securities registered pursuant to Sections 8 and 12 of the SRC, or Sec. 4 and 8 of
the RSA

Number of Shares of Common Stock


Title of Each Class Outstanding and Amount of Debt
Outstanding

Max’s Group, Inc. 1,037,292,224 Shares


Common Stock

11. Are any or all of these securities listed on the Philippine Stock Exchange.

Yes [ x ] No [ ]

If yes, state the name of such stock exchange and the classes of securities listed
therein:

Philippine Stock Exchange Common shares


12. Check whether the issuer:

(a) has filed all reports required to be filed by Section 17 of the SRC and SRC Rule
17 thereunder or Section 11 of the RSA and RSA Rule 11 (a)-1 thereunder, and
Sections 26 and 141 of The Corporation Code of the Philippines during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports);

Yes [X ] No [ ]

(b) has been subject to such filing requirements for the past 90 days.

Yes [ ] No [ X ]

13. State the aggregate market value of the voting stock held by non-affiliates of the
registrant. The aggregate market value shall be computed by reference to the price
at which the stock was sold, or the average bid and asked prices of such stock, as
of a specified date within sixty (60) days prior to the date of filing. If a
determination as to whether a particular person or entity is an affiliate cannot be
made without involving unreasonable effort and expense, the aggregate market
value of the common stock held by non-affiliates may be calculated on the basis
of assumptions reasonable under the circumstances, provided the assumptions are
set forth in this Form.

Number of Shares Owned by Non-Affiliates


257,857,446
(Public)
Closing Price as of April 13, 2022 P6.15/share
Aggregate Market Value of Voting Stock Held by
P1,585,823,293
Non-Affiliates (Public) as of March 31, 2022

APPLICABLE ONLY TO ISSUERS INVOLVED IN


INSOLVENCY/SUSPENSION OF PAYMENTS PROCEEDINGS
DURING THE PRECEDING FIVE YEARS.

14. Check whether the issuer has filed all documents and reports required to be
filed by Section 17 of the Code subsequent to the distribution of securities under
a plan confirmed by a court or the Commission.

Yes [X ] No [ ]

DOCUMENTS INCORPORATED BY REFERENCE

15. If any of the following documents are incorporated by reference, briefly describ e
them and identify the part of SEC Form 17-A into which the document is
incorporated: (Not Applicable)

(a) Any annual report to security holders;

(b) Any proxy or information statement filed pursuant to SRC Rule 8.1-1.

(c) Any prospectus filed pursuant to SRC Rule 8.1-1.


Table of Contents

PART I - BUSINESS AND GENERAL INFORMATION

Item 1. Description of Business


Item 2 Description of Properties
Item 3 Legal Proceedings
Item 4 Submission of Matters to a Vote of Security Holders

PART II - OPERATIONAL AND FINANCIAL INFORMATION

Item 5 Market for Issuer’s Common Equity and Related Stockholder


Matters
Item 6 Management’s Discussion and Analysis and Results of
Operations
Item 7 Consolidated Financial Statements
Item 8 Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure

PART III - CONTROL AND COMPENSATION INFORMATION

Item 9 Directors and Executive Officers of the Issuer


Item 10 Executive Compensation
Item 11 Security Ownership of Certain Beneficial Owners and
Management
Item 12 Certain Relationships and Related Transactions

PART IV - EXHIBITS AND SCHEDULES

Item 13 Corporate Governance


Item 14 Exhibits and Reports on SEC Form 17-C (Current Report)
Signature

ATTACHMENTS

A. STATEMENT OF MANAGEMENT’S RESPONSIBILITY FOR


CONSOLIDATED FINANCIAL STATEMENTS
B. INDEX TO FINANCIAL STATEMENTS AND
SUPPLEMENTARY SCHEDULES
C. SUSTAINABILITY REPORT
PART I - BUSINESS AND GENERAL INFORMATION

Item 1. Business

Description of Business

In 2014, the Group underwent a change in control and significant expansion of its business and
operations. After the completion of a tender offer to acquire the shares of the public shareholders
and the disposition by Pancake House Holdings, Inc. and the Aureos Group of their respective
interests in the Group on February 24, 2014, the Max’s Group of Companies shareholders
beneficially took control of approximately 89.95% of the Group and subsequently integrated all
of their interest into the Group.

After renaming to Max’s Group, Inc. (the “Group” or “MGI”), the Group conducted a follow-on
offering of 197,183,100 million common shares at an offer price of P17.75 per share last
December 12, 2014. With the combination of all 14 brands under its portfolio, the Group secured
its position as the leader in the casual dining full-service restaurant industry in the Philippines.

Since its incorporation in March 2000, the Group’s operating history can be characterized by a
successful track record of developing, acquiring, managing and franchising restaurants under
numerous well-known brands.

The Group’s leading brands, Max’s Restaurant, Pancake House, Yellow Cab Pizza and Krispy
Kreme remain at the forefront of the business. The Group’s operation of global brands Krispy
Kreme and Jamba Juice in the Philippines also allowed these brands to gain a strong foothold
in the Philippines and even benchmark themselves internationally in terms of product quality and
development. Teriyaki Boy, Dencio’s, and Sizzlin’ Steak continue to enjoy high-level awareness
and still exhibit growth potential. These brands were strategically shifted to multi-brand cloud
kitchens, aside from its existing brick and mortar space, to maximize reach and manage costs.
Altogether, the brands complement one another and command growing loyalty among their
respective niches in the casual dining market.

The Group likewise recognized opportunities in lateral expansion across adjacent industries. In
terms of retail, it has pivoted with agility towards establishing straight-to-retail presence for the
best of its “core of core” menu in ready-to-cook meal kits made available in some of the country’s
largest retailers in 2020. MGI’s manufacturing capability has also enabled itself to serve not
only its house brands but also institutional and corporate clients as toll manufacturer and
distributor.

STAR BRANDS

Max’s Restaurant

Founded in 1945, Max’s Restaurant (Max’s) is a proud and trusted Filipino heritage, known for
its fried chicken, a recipe that has been passed on through generations. It also counts among its
bestsellers classic local favorites such as Kare-Kare, Crispy Pata, Pansit Canton, Lumpiang
Ubod, and Sizzling Tofu. With over seven decades of operational success, Max’s Restaurant
carries a proven track record in delivering world-class Filipino food complemented by exceptional
service standards. It operates across flexible formats featuring a diverse menu allowing it to cater
to various consumer tastes and preferences. Through its lasting commitment to product quality,
service and value-for-money proposition, Max’s Restaurant has kept a strong position in the
chained full-service restaurants category.

Max’s has started as a popular family-oriented destination that witnessed several momentous
occasions in the lives of Filipinos. It was a preferred venue for wedding banquets, birthday
parties, graduation events and family reunions.

The brand has punched through generations through continuous innovation while staying true to
its core to its core as it caters to its various age groups and demographics through new store
formats, menu offerings and guest experience. It has also tapped into its growing trend of solo-
dining by offering individualized meals, prompting the launch of its Rice Bowls and customizable
set meals, a single-serve version of its famous main dish offerings. This initiative has enabled
Max’s to go beyond the traditionally associated formal gatherings, to one that is more relaxed
and friendly paving the way for more casual visits

As the pandemic disrupted most dine-in focused restaurants, Max’s capitalized on the continued
cravings of its already famous local signature dishes and aggressively ramped up its growth in
the off-premise channel to respond to the changing consumer behavior. Heightened investments
in synergized in-house and aggregator delivery platforms kept the brand present in Filipino
homes regardless of quarantine status or mobility restrictions. In addition, it has introduced the
“park and dine” concept where food is served in parking areas and inside the patron’s vehicle.

The following table shows the total number of Max’s stores from 2018 up to 2021:

Stores 2018 2019 2020 2021


Company-Owned 101 99 85 83
Franchised 97 109 110 106
International 25 30 30 30
Total 223 238 225 219

Ready-to-cook meals and its signature “Max’s Fried Chicken” were also made available at the
stores and groceries, supermarket and convenience stores readily available for purchase.

Pancake House

In 1974, the first Pancake House restaurant opened in Magallanes and has since established
itself as a reputable food brand known for comfort food first up its freshly-made pancakes and
waffles. Through the years, it has remained a popular dining destination with its “All Day,
Everyday” brand positioning, and has been equated to delicious comfort food, personalized
service and a homey dining ambiance.

Equally popular, the brand also prides itself with its tacos, spaghetti and pan chicken dishes
among its bestsellers.

Throughout the years, Pancake House has introduced new store formats as it markets evolves
with a new store look which featured a cozier feel made out of natural materials, a combination
of warm and neon lights, subtle pops of color and refreshing greenery to create a more pleasing
dining experience since 2015. It has also ventured into new store formats such as its first kiosk
in 2021 which serves tailor fitted menu for faster paced individuals who need a quick but filling
meals.

In addition to the physical redesign, Pancake House also launched exciting product campaigns
notably the ‘Choose Any Two’ meals which allowed customers to select among their classic
favorites while at the same time sample new offerings.

Besides company-owned stores, Pancake House also owns and operates three joint venture
companies to hold its investments in Pancake House f ranchises:

The following table shows the total number of stores from 2018 up to 2021:

Stores 2018 2019 2020 2021


Company-Owned 61 57 40 36
Franchised 72 79 76 79
Joint Venture 3 3 3 3
International 7 4 3 3
Total 143 143 122 121

Dine-in as a channel akin to Pancake House, the brand has spread its wings further in the
delivery and takeout formats during the pandemic. Similar to Max’s, it has also made its
signature spaghetti sauce available in the stores as well as groceries, supermarket and
convenience stores.

Yellow Cab Pizza

Yellow Cab Pizza (“Yellow Cab”) is a homegrown New York-style pizza brand generously topped
and made with the finest ingredients. It opened its maiden branch in Makati Avenue back in 2001.
On account of the brand’s strong associations with its brand cues – checkers, color yellow, vespa
bikes used for delivery and the industrial-look pizza box, Yellow Cab has become the preferred
brand for people craving for a premium pizza experience with its “New York’s Finest Pizza” being
its signature and top of the line offering. Over the years, with MGI’s acquisition in 2011, Yellow
Cab has evolved to having more store foot print and having more dine-in spaces in selected
stores.

Targeting the younger population, the brand started to customize solo meals allowing customers
to choose from among its bestsellers mixed together in a single plate. It also reinforced its
chicken offerings with an extended line-up of flavored chicken wings. Yellow Cab accounts for
bulk of the Group’s delivery revenues and has remained particularly resilient during the
pandemic.

The following table shows the total number of stores from 2018 up to 2021:

Stores 2018 2019 2020 2021


Company-Owned 126 126 99 97
Franchised 34 50 61 67
Joint Venture 1 1 0 0
International 25 28 16 17
Total 186 205 176 181
Krispy Kreme

The Group holds the exclusive license to operate Krispy Kreme in the Philippines. Krispy Kreme
is an international retailer of premium-quality sweet treats, including its hot-melt in-your-mouth
Original Glazed doughnut. Headquartered in Winston-Salem, North Carolina, USA, the brand
has offered the highest-quality doughnuts and great- tasting coffee since it was founded in 1937.
The Krispy Kreme brand has several unique elements that have helped create a special bond
with its customers. The doughnuts, the signature product of the brand, which are made from a
secret recipe, have a one-of-a-kind taste that generations of loyal customers have grown to love.

Krispy Kreme touched down Philippine shores in xx when MGI was granted by Krispy Kreme
International (KKI), to be the master franchisee of the brand in the country.

Krispy Kreme likewise prides itself as the first drive-thru in Asia when it opened its Greenhills
branch in 2007. Moreover, KKI has consistently recognized the Philippine operations for its
excellence in hospitality, service, product quality, marketing, and operations and as such has
requested assistance in providing training and support for at least seven foreign markets.

In 2019, Krispy Kreme was granted the opportunity to sub-franchise the brand in the local market.
By the end of 2021, 14 successful sub-franchised locations were opened.

The following table shows the total number of stores from 2018 up to 2021:

Stores 2018 2019 2020 2021

Company-Owned 83 89 80 79

Sub-franchised - 7 11 14

Total 83 96 91 93

Aside from its brick-and-mortar space, Krispy Kreme has also introduced kiosks and other
formats starting 2021.

Niche Brands and Cloud Kitchens

In order to maximize reach within retail trade areas and manage costs, MGI has focused on
strategically shifting its other brands such as Teriyaki Boy, Dencio’s and Sizzlin’ Steak, from
primarily operating its company-owned stores in brick-and-mortar formats to operating in multi-
brand cloud kitchens and in the B2B space. As of the end of 202 1, MGI was operating a total of
52 cloud kitchens from only 15 the previous year. MGI has still franchised stores operating these
brands.

Teriyaki Boy
Teriyaki Boy is a pioneering concept and maintains its network thru cloud kitchens available
throughout the country. Its family-oriented theme is anchored on a wide variety of delicious and
affordable Japanese food. Teriyaki Boy underwent an aggressive rebranding program that
included modernizing store architecture, streamlining menu and upgrading service platforms.
Since, the brand has kept its relevance amidst intensifying competition in its segment with the
entry of new specialty Japanese restaurants. In 2017, Teriyaki Boy piloted a combination store
format with Sizzlin’ Steak, that saw both Teriyaki Boy and Sizzlin’ Steak located next to each
other while sharing common dining and kitchen areas. This project has resulted into various
efficiencies leading to improved margins at the store level and is now the preferred model for
future expansion.

In 2017, Max’s Group, Inc. acquired full-interest in Teriyaki Boy Group, Inc.

The following table shows the total number of stores from 2018 up to 2021:

Stores 2018 2019 2020 2021

Company-Owned 8 6 2 1
4 4 3 1
Franchised
Joint Venture 1 1 1 1

International 1 4 5 5

Total 14 15 11 8

Dencio’s

Having popularized the restobar concept, Dencio’s has evolved into a Filipino favorite popular
among families, balikbayans and professionals alike. Its appeal is based on its signature Filipino
dishes like sisig, complemented by a variety of drinks in a relaxed ambiance making it a choice
dining destination.

The following table shows the total number of stores from 2018 up to 2021:

Stores 2018 2019 2020 2021


Company Owned 2 2 0 0
Franchised 12 11 7 6
Joint Venture 1 1 0 0
Total 15 14 7 6

Sizzlin’ Steak

Sizzlin’ Steak is a homegrown brand that offers high-quality beef, special sauces, and a hot-plate
system, served within an environment that puts a premium on product quality and service speed.
After piloting a new format for an existing store proved successful, stores are now being
reformatted to undertake more of the same type of operations with a new menu design.
The following table shows the total number of stores f rom 2018 up to 2021:

Stores 2018 2019 2020 2021


Company Owned 7 4 0 0
Franchised 2 0 0 0
International 1 4 5 5
Total 10 8 5 5

Jamba Juice

Jamba Juice is a renowned active lifestyle brand with over 800 stores worldwide. The Group
holds the exclusive rights to operate Jamba Juice in the Philippines since 2011 and has
positioned the brand in response to the budding health and wellness trend. It offers better-for-
you beverages such as whole-fruit smoothies, freshly squeezed fruit juices, steel cut organic
oatmeal, fruit parfaits and baked goods.

The following table shows the total number of stores from 2018 up to 2021:

Stores 2018 2019 2020 2021


15 15 10 10
Company Owned
4 4 4 4
Franchised
19 19 14 14
Total

Max’s Corner Bakery

Max’s Corner Bakery (“MCB”) was established in the early 1960s in Sucat by Ruby Trota. It
started to produce dinner rolls which perfectly paired with Max’s fried chicken. It has been famous
for its signature caramel bars which are served with Max’s solo meals and created customized
cakes for special occasions celebrated at Max’s restaurants. MCB has since expanded into other
pastry products such as bread, ensaymada, polvoron, cookies being offered at the restaurants
which it co-locates with. The brand has garnered its own following as a standalone name with
its growing line of offerings.

Today, Max’s Corner Bakery caters to institutional orders and supplies pastry requirements to
major food establishments in the country.

Revenue Contribution

The Group and its operating subsidiaries’ revenue sources, listed by size of contribution, are: (i)
Restaurant sales from company-owned stores (includes dine-in, take-out, delivery and catering
services); ii) Commissary sales to franchised stores; and iii) Fees from franchisees consisting of
one-time franchise fees and continuing licensing fees.
Revenue contributions by revenue segment for 2018 to 2021 are as follows:
(in Php thousands) 2018 2019 2020 2021
Restaurant Sales 11,296,532 11,793,079 5,737,688 5,995,104
Commissary Sales 1,565,726 1,779,345 1,017,698 1,142,409
Franchising Income 820,410 828,921 388,444 502,328
Consolidated 13,682,668 14,401,346 7,143,830 7,639,841
Revenues

As of 31 December 2021, restaurant sales accounted for 78% of consolidated revenues while
commissary sales and franchising income contributed 15% and 7%, respectively. Revenues from
international operations make up less than 5% of consolidated revenues.

Supply Chain, Production and Distribution Methods

As of December 31, 2021, MGI operates one consolidated commissary for its house brands and
various smaller hubs that service all its production, distribution and storage requirements across
all brands. The Group likewise engages global toll manufacturers to supply processed
requirements for its international business.

The commissaries are governed by the Food and Drug Administration (FDA) with yearly
evaluation and accreditation. FDA monitors the health and safety standards of food and drugs
made available to the public.

Two main production facilities maintain Hazard Analysis Critical Control Point (HACCP)
certification to guarantee conformity with best practices on food handling. This certification
prescribes a structured methodology to food processing that prevents hazards that may cause
the finished product to be unsafe for consumption. This ensures our customers are only served
with the finest and safest products.

Competition

The Group competes mainly with other well-established local and international casual dining
restaurants as well as chains such as the Bistro Group which operates Friday's and Italianni's
(including Fish & Co., Flapjacks, Bulgogi Brothers, Watami, Modern Shanghai and others); the
Kuya J Group which operates Popeye’s, Kuya J’s, Seafood City, and others; the LJC Group
which operates Abe's and others; Conti’s; Aristocrat; Savory; Sumo Sam; Gerry’s Grill; Tokyo
Tokyo; Pepper Lunch and Kenny Rogers Roasters which are princip al direct competitors. The
Group also competes to some extent in certain market segments with local and foreign brands
such as Jollibee, McDonald’s and Kentucky Fried Chicken. In the pizza space, Yellow Cab Pizza
also competes with Greenwich, Shakey's, Angel’s Pizza, and Pizza Hut. In the specialty food
group, Jamba Juice competes with Big Chill and Koomi. In the bakery products fast-food
category, Krispy Kreme competes with Starbucks, J. Co Donuts & Coffee, Dunkin Donuts, and
Tim Horton’s.

Sources and Availability of Raw Materials

MGI has a centralized Supply Chain Department responsible for vendor accreditation,
procurement, and contract negotiations with existing and potential suppliers.

MGI sources majority of its raw materials locally and supports farmers by directly purchasing
from cooperatives and independent farmers. This is in-line with the Group’s sustainability drive
and to lower its overall environmental impact. The Group maintains long-term mutually-beneficial
relationships with various suppliers for essential raw components. Importations are done
strategically and are being balanced out with local supply also for business continuity.

Customer Base and Related Parties

Given the retail nature of the restaurant business, the Group does not have a customer that
accounts for at least 20% or more of existing orders or sales. The Group is likewise not
significantly dependent on any related parties for its operational requirements.

Trademarks

The Group has filed applications for its trademarks in various countries to safeguard the identity
and value of its service marks and trademarks and protect them from any infringement.

Country IP Office
Australia IP Australia, Department of Industry
Bahrain Ministry of Industry and Commerce
Brunei Brunei intellectual Property Office
Canada Canadian Intellectual Property Office
China China Trademark Office
Egypt Trademarks and Industrial Designs Office, Ministry of Trade and Industry
Hong Kong Intellectual Property Department
India Controller General of Patents Designs and Trademarks
Indonesia Directorate General of Intellectual Property Rights
Japan Ministry of Economy, Trade and Industry (METI)
Korea Korean Intellectual Property Office (KIPO)
Kuwait Ministry of Commerce and Industry
Laos Department of Intellectual Property
Malaysia Intellectual Property Corporation of Malaysia
Philippines Intellectual Property Office of Philippines (IPOPHIL)
Qatar Competent administration Intellectual Property Center, Ministry of Justice
Saudi Arabia Ministry of Culture and Information
Singapore Intellectual Property Office of Singapore (IPOS)
Taiwan Taiwan Intellectual property Office (TIPO)
Thailand Department of Intellectual Property (DIP)
Turkey Turkish Patent Institute
UAE Copyright Department, Ministry of Economy
USA United States Patent and Trademark Office (USPTO)
Vietnam National Office of Intellectual Property (NOIP)
The following are the registration details and pending applications for trademarks filed by the
Group:

Registration/ Registration/
Trademark Country Class Status
Application No. Application Date

Corporate
1 Max's Group, Inc. Philippines 4-2014-503563 November 13, 2014 35 Registered

Pancake House
Pancake House
International &
1 Device Philippines 4-2009-500700 June 11, 2010 43 Registered
Pancake House
International &
2 Device Philippines 4-2009-500701 June 11, 2010 43 Registered
3 Pan Chicken Philippines 4-2001-001913 May 26, 2006 29 Renewed
"We're More
Than Just Great
4 Pancakes" Philippines 4-2003-004128 July 23, 2005 43 Renewed
Pancake House
since 1974 and
5 Device Philippines 4-2000-010512 August 28, 2004 42 Renewed
6 Choose Any Two Philippines 4-2017-015452 May 1, 2018 43 Registered
Always a Good
7 Choice Philippines 4-2018-004655 August 23, 2018 43 Registered
Pancake House
International and
8 Device Philippines 4-2019-012805 July 19, 2019 43 Registered
Pancake House
International &
9 Device Australia 1679952 March 10, 2015 43 Registered
Pancake House
International &
10 Device Indonesia J002015009758 March 11, 2015 43 Pending
Pancake House
International &
11 Device Japan 5849129 May 13, 2016 43 Registered
Pancake House
International &
12 Device Korea 4103553960000 April 11, 2016 43 Registered
Pancake House
International &
13 Device Malaysia 07008978 April 17, 2017 43 Registered
Pancake House
International &
14 Device Taiwan 1768205 May 1, 2016 43 Registered
Pancake House
International &
15 Device UAE 188355 March 25, 2018 43 Registered
Pancake House
International &
16 Device Brunei 043811 January 23, 2013 43 Registered
Pancake House
International &
17 Device Kuwait 121369 January 3, 2015 43 Registered
Registration/ Registration/
Trademark Country Class Status
Application No. Application Date
Pancake House
International &
18 Device Malaysia 2018058822 April 26, 2018 43 Registered
Pancake House
International &
19 Device UAE 291669 March 5, 2018 43 Registered
Pancake House
International &
20 Device Qatar 104059 June 11, 2017 43 Registered
Pancake House
International &
21 Device India 3684709 November 22, 2017 43 Registered
Pancake House
International &
22 Device Thailand 171109822 March 24, 2017 43 Registered
Pancake House
International &
23 Device Bahrain 115311 March 7, 2016 43 Registered
Pancake House
International &
24 Device Oman 101630 March 27, 2016 43 Registered
House with
Chimney smoke
inside Square
25 Device KSA 1439016946 July 19, 2018 43 Registered

Dencio's
1 Dencio's& Device Philippines 4-2019-010365 August 14, 2020 43 Registered
2 Dencio's& Device UAE 278548 March 14, 2018 43 Registered

Teriyaki Boy
Teriyaki Boy and
1 Device Philippines 4-2008-008223 April 13, 2009 43 Renewed
Teriyaki Boy and
Device with
Chinese &
Japanese
2 Character Philippines 4-2001-006508 November 10, 2005 43 Renewed
Teriyaki Boy
3 Logo Philippines 4-2001-006509 November 10, 2005 43 Renewed
Teriyaki Boy &
4 Device Philippines 4-2001-006510 November 10, 2005 43 Renewed
Teriyaki Boy &
Device
(with Japanese
5 translation) Philippines 4-2019-010361 June 18, 2019 43 Registered
Teriyaki Boy &
Device with
Japanese
6 Character Bangladesh C-19333 March 11, 2015 43 Pending
Teriyaki Boy &
Device with
Japanese
7 Character Cambodia 71896 May 28, 2019 43 Registered
Registration/ Registration/
Trademark Country Class Status
Application No. Application Date
Teriyaki Boy &
Device with
Japanese
8 Character Singapore 40201504088Q March 10, 2015 43 Registered
Teriyaki Boy &
Device with
Japanese
9 Character Taiwan 01734546 October 16, 2015 43 Registered
Teriyaki Boy &
Device with
Japanese
10 Character Thailand 161110526 March 12, 2015 43 Registered
Teriyaki Boy &
Device
11 (Square) Vietnam 128777 July 17, 2007 43 Registered
Teriyaki Boy &
Device with
Japanese
12 Character Bahrain 115312 January 22, 2017 43 Registered
Teriyaki Boy &
Device with
Japanese
13 Character Brunei TM/51889 January 21, 2021 43 Pending
Teriyaki Boy &
Device with
Japanese
14 Character Kuwait 199650 February 24, 2016 43 Registered
Teriyaki Boy &
Device with
Japanese
15 Character Oman 1101631 March 27, 2016 43 Registered
Teriyaki Boy &
Device with
Japanese
16 Character Qatar 104060 February 22, 2016 43 Registered
Teriyaki Boy &
Device with
Japanese
17 Character UAE 256514 January 29, 2017 43 Registered
Teriyaki Boy &
Device with
Japanese
18 Character Vietnam 40289008000 March 10, 2015 43 Registered
Teriyaki Boy
Max's Group with
Japanese
19 Character Bahrain 119966 January 11, 2018 43 Registered
Teriyaki Boy
Max's Group with
Japanese
20 Character KSA 1439003510 January 21, 2018 43 Registered
Teriyaki Boy
Max's Group with
Japanese
21 Character Kuwait 159539 July 17, 2017 43 Registered
Teriyaki Boy
Max's Group with
Japanese
22 Character Oman 111017 June 20, 2017 43 Registered
Registration/ Registration/
Trademark Country Class Status
Application No. Application Date
Teriyaki Boy
Max's Group with
Japanese
23 Character Qatar 115584 May 24, 2018 43 Registered
Teriyaki Boy
Max's Group with
Japanese
24 Character UAE 278546 March 14, 2018 43 Registered
T-BOY By Max's
25 & Device KSA 143800973 January 15, 2017 43 Registered
Teriyaki Boy &
Device with
Japanese
26 Character KSA 1440030296 January 21, 2020 43 Registered

Sizzlin' Steak
The Sizzlin' Steak
& Japanese
Character within
a Rectangular
1 Device Philippines 4-2008-000194 December 24, 2009 43 Renewed
Sizzlin' Steak &
2 Device Philippines 42014501851 January 1, 2015 43 Registered
Sizzlin' Steak
Steak Sauce
Sizzle Est 2007
3 and Device Philippines 4/2017/00006865 24 March 2018 43 Registered
Sizzlin' Steak
4 with Cow's Head Thailand 161106936 July 5, 2017 43 Registered
Sizzlin' Steak
5 with Cow's Head Cambodia KH/57953/15 December 25, 2015 43 Registered
Sizzlin' Steak
6 with Cow's Head Bahrain 115313 March 1, 2016 43 Pending
Sizzlin' Steak
7 with Cow's Head Kuwait 177796 February 24, 2016 43 Pending
Sizzlin' Steak
8 with Cow's Head USA 5296977 September 26, 2017 43 Registered
Sizzlin' Steak
Steak Sauce
Sizzle Est 2007
9 and Device Bahrain 115740 April 12, 2017 43 Registered
Sizzlin' Steak
Steak Sauce
Sizzle Est 2007
10 and Device Cambodia 66381 January 12, 2018 43 Registered
Sizzlin' Steak
Steak Sauce
Sizzle Est 2007
11 and Device Canada 1817193 January 9, 2017 43 Pending
Sizzlin' Steak
Steak Sauce
Sizzle Est 2007
12 and Device Kuwait 178633 February 24, 2016 43 Pending
Sizzlin' Steak
Steak Sauce
Sizzle Est 2007
13 and Device Oman 101632 March 27, 2016 43 Pending
Registration/ Registration/
Trademark Country Class Status
Application No. Application Date
Sizzlin' Steak
Steak Sauce
Sizzle Est 2007
14 and Device Qatar 104930 March 27, 2016 42 Registered
Sizzlin' Steak
Steak Sauce
Sizzle Est 2007
15 and Device UAE 256515 May 8, 2017 43 Registered
SS EST 2007 &
16 Device Vietnam 315931 March 18, 2019 43 Registered
Sizzlin' Steak SS
Max's Group with
Cow's Head &
17 Device Bahrain 119967 January 11, 2018 43 Registered
Sizzlin' Steak SS
Max's Group with
Cow's Head &
18 Device KSA 1439003512 January 25, 2018 43 Registered
Sizzlin' Steak SS
Max's Group with
Cow's Head &
19 Device Kuwait 158969 July 17, 2017 43 Registered
Sizzlin' Steak SS
Max's Group with
Cow's Head &
20 Device Oman 111016 June 20, 2017 43 Pending
Sizzlin' Steak SS
Max's Group with
Cow's Head &
21 Device Qatar 115585 September 10, 2018 43 Registered
Sizzlin' Steak SS
Max's Group with
Cow's Head &
22 Device UAE 278547 March 14, 2018 43 Registered
Sizzlin' Steak
Steak Sauce
Sizzle Est 2007
23 and Device KSA 1440031162 December 12, 2019 43 Registered

Le Coeur de
France
Le Coeur de
France
Boulangerie
Restaurant Café
1 Logo Philippines 4-2008-012108 May 25, 2009 43 Renewed
Le Coeur de
2 France Logo Philippines 4-2008-012109 13 Apr 2009 43 Renewed
Le Coeur de
France & Device
3 (Rectangle) Cambodia KH/57954/15 December 25, 2015 43 Registered
Le Coeur de
France & Device
4 (Rectangle) Laos 34972 January 26, 2016 43 Registered

Singkit
1 Singkit& Device Philippines 4-1991-077555 March 20, 2005 29 Registered
Registration/ Registration/
Trademark Country Class Status
Application No. Application Date

Yellow Cab
Pizza
1 My Size Philippines 4-2011-500031 July 7, 2011 29, 30 Registered
2 Dear Darla Pizza Philippines 4-2010-500313 January 13, 2011 30 Renewed
New York's
3 Finest Philippines 4-2007-500336 13 Apr 2009 30 Renewed
Tribeca
4 Mushroom Philippines 4-2007-500337 November 3, 2008 30 Renewed
Corona Chicken
5 Salsa Philippines 4-2007-500338 November 3, 2008 30 Renewed
Charlie Chan
6 Chicken Pasta Philippines 4-2007-500339 November 3, 2008 30 Renewed
Yellow Cab Pizza
7 and Device Philippines 4-2001-007301 May 21, 2004 42 Renewed
Edge-To-Edge-
8 Pizza Philippines 4-2020-001788 February 4, 2020 43 Registered
Edge-To-Edge-
9 Toppings Philippines 4-2020-001789 February 4, 2020 43 Registered
Yellow Cab Pizza
10 Co. and Device Kuwait 87190 March 1, 2009 43 Registered
Yellow Cab Pizza
11 Co. and Device Qatar 37159 November 8, 2009 42 Registered
Yellow Cab Pizza
12 Co. and Device Thailand BOR37729 October 24, 2017 43 Registered
Yellow Cab Pizza
13 Co. and Device Malaysia 06023499 December 21, 2006 43 Registered
Yellow Cab Pizza
14 Co. and Device Singapore T0526899E August 27, 2007 43 Registered
Yellow Cab Pizza
15 Co. and Device Bahrain 45454 June 21, 2007 43 Registered
Yellow Cab Pizza
16 Co. and Device Hong Kong 300471294 August 5, 2005 43 Registered
Yellow Cab Pizza
17 Co. and Device USA 2990872 September 6, 2005 43 Registered
Yellow Cab Pizza
18 Co. and Device China 5034014 July 14, 2009 43 Registered
Yellow Cab Pizza
19 Co. and Device India 857926 April 7, 2016 42 Registered
Yellow Cab Pizza
20 Co. and Device Canada TMA809934 September 18, 2015 43 Registered
Yellow Cab Pizza Saudi
21 Co. and Device Arabia 143205143 November 20, 2012 43 Registered
Yellow Cab Pizza
22 Co. and Device UAE 178337 August 23, 2012 43 Registered
Yellow Cab Pizza
23 Co. and Device Vietnam 40231920000 February 23, 2013 43 Registered
Yellow Cab Pizza
24 Co. and Device Turkey 2013/13247 February 13, 2013 43 Registered
Yellow Cab Pizza
25 Co. and Device Brunei 43809 January 23, 2013 42 Registered
Yellow Cab Pizza
26 Co. and Device Bangladesh C-188894 September 23, 2014 43 Pending
Yellow Cab Pizza
27 Co. and Device Cambodia KH/56773/15 September 18, 2015 43 Registered
Registration/ Registration/
Trademark Country Class Status
Application No. Application Date
Yellow Cab Pizza
28 Co. and Device Laos 33597 September 14, 2015 43 Registered
Yellow Cab Pizza
29 Co. and Device Jordan 145164 October 17, 2016 43 Registered
Yellow Cab Pizza
30 Co. and Device Indonesia J002016025593 May 27, 2016 43 Registered
Yellow Cab Pizza
31 Co. and Device Japan 6014479 January 26, 2018 43 Registered
Yellow Cab Pizza
32 Co. and Device Korea 41-031779 September 19, 2016 43 Registered
Yellow Cab Pizza
33 Co. and Device Kuwait 199649 February 24, 2016 43 Registered
Yellow Cab Pizza
34 Co. and Device Oman 101629 March 27, 2016 43 Registered
Yellow Cab Pizza
35 Co. and Device Taiwan 01745472 December 16, 2015 43 Registered
Yellow Cab Pizza
36 Co. Canada TMA1068064 January 6, 2020 43 Registered
Yellow Taxi (In
Chinese 43, 30,
37 language) China 19013541 January 28, 2016 29 Registered
Yellow Taxi Pizza
(In Chinese 43, 30,
38 language) China 19013540 January 28, 2017 29 Registered

Maple
1 Maple & Device Philippines 04-2018-018836 October 18, 2018 43 Registered
2 Maple Philippines 4-2019-010362 18 June 2019 43 Registered
Saudi
3 Maple House Arabia 1437027785 August 20, 2016 43 Registered
4 Maple House Thailand 17113193 March 24, 2016 43 Registered

Max's
Restaurant
1 4Sharing Philippines 4-2012-005016 August 2, 2012 43 Registered
2 Combonations Philippines 4-2011-008979 November 10, 2011 43 Registered
3 Curbside Philippines 4-2012-005015 August 2, 2012 43 Registered
4 FourSharing Philippines 4/2012/00005019 February 7, 2013 43 Registered
FourSharing
5 Meals Philippines 4/2012/00005020 February 28, 2013 43 Registered
I Love 30, 35,
6 Ensaimada Philippines 42015500284 August 27, 2015 43 Registered
Made With Love,
7 Always Philippines 4/2012/00013522 June 27, 2013 43 Registered
Max's 4 Sharing
8 Meals Logo Philippines 4/2012/00005018 February 28, 2013 43 Registered
Max's Banana
9 Ketchup Philippines 4-2011-000945 May 19, 2011 30 Registered
Max's Banana
10 Ketchup Label Philippines 4-2011-000944 July 14, 2011 30 Registered
Max's Banana
11 Sauce Philippines 4-2011-000946 May 19, 2011 30 Registered
Registration/ Registration/
Trademark Country Class Status
Application No. Application Date
Max's Banana
12 Sauce Label Philippines 4-2011-000943 July 14, 2011 30 Registered
Max's Corner
13 Bakery Philippines 4-2009-001369 September 17, 2009 30, 35 Renewed
14 Max's Express Philippines 4-2009-001429 April 27, 2009 29, 43 Registered
Max's Fried
15 Chicken Philippines 4-2009-001373 November 26, 2009 29 Renewed
16 Max's Masarap Philippines 4-2009-001432 April 27, 2009 29, 43 Renewed
Max's Spring
17 Chicken Philippines 4-2009-001430 April 27, 2009 29, 43 Renewed
Sarap To The
18 Bones Philippines 4-2009-001431 April 27, 2009 29, 43 Renewed
The Bakeshop -
19 Max's Philippines 4-2008-002547 November 24, 2008 30, 43 Renewed
The House That
Fried Chicken
20 Built Philippines 4-2009-001370 July 9, 2009 29, 43 Renewed
Chicken All You
21 Can Philippines 4-2015-504435 September 8, 2016 29, 43 Registered
22 Max's Restaurant Philippines 4-2016-503861 May 4, 2017 43 Registered
Sarap To The
23 Buns Philippines 4/2017/00006075 July 30, 2017 30 Registered
Sarap To The
24 Bowls Philippines 4/2017/00006076 July 30, 2017 30 Registered
25 4Sharing Meals Philippines 4/2012/00005017 February 28, 2013 43 Registered
26 Caramel-Bar Philippines 4-2009-007823 November 4, 2010 30, 35 Renewed
Caramel Bar -
27 Max's Philippines 4-2009-001372 September 17, 2009 30, 35 Renewed
Max's Corner
28 Bakery & Device Philippines 16236 April 5, 2018 30, 35 Registered
Max's Express
29 (with word logo) Philippines 4/2013/00000053 01 Aug 2013 29, 43 Registered
30 Chicken Logo Philippines 4-2019-007591 August 4, 2019 43 Registered
31 Curb Service Philippines 4-2020-504345 May 26, 2020 43 Pending
Curbside
32 43
Cravings Philippines 4-2020-504346 May 26, 2020 Pending
33 Dine Out Philippines 4-2020-504347 May 26, 2020 43 Pending
34 Dine-On-Wheels Philippines 4-2020-504348 May 26, 2020 43 Pending
35 Curbside Dine Philippines 4-2020-504349 May 26, 2020 43 Pending
36 Curbside Dining Philippines 4-2020-504350 May 26, 2020 43 Pending
37 Diner-On-Wheels Philippines 4-2020-504351 May 26, 2020 43 Pending
38 Drive & Dine Philippines 4-2020-504352 May 26, 2020 43 Pending
39 Drive & Eat Philippines 4-2020-504353 May 26, 2020 43 Pending
40 Curbside Eats Philippines 4-2020-504354 May 26, 2020 43 Pending
41 Curbside Feast Philippines 4-2020-504355 May 26, 2020 43 Pending
42 Curbside Fiesta Philippines 4-2020-504356 May 26, 2020 43 Pending
43 Curbside Meals Philippines 4-2020-504357 May 26, 2020 43 Pending
44 Curbside Party Philippines 4-2020-504358 May 26, 2020 43 Pending
45 Curbside Service Philippines 4-2020-504359 May 26, 2020 43 Pending
Registration/ Registration/
Trademark Country Class Status
Application No. Application Date
46 Car Café Philippines 4-2020-504360 May 26, 2020 43 Pending
47 Car Eats Philippines 4-2020-504361 May 26, 2020 43 Pending
48 Car-Hop Philippines 4-2020-504362 May 26, 2020 43 Pending
49 Car-Inderia Philippines 4-2020-504363 May 26, 2020 43 Pending
50 Carpark Cravings Philippines 4-2020-504364 May 26, 2020 43 Pending
51 Parking Lot Party Philippines 4-2020-504365 May 26, 2020 43 Pending
52 Carpark Eats Philippines 4-2020-504386 May 26, 2020 43 Pending
53 Carpark Feast Philippines 4-2020-504387 May 26, 2020 43 Pending
54 Carpark Fiesta Philippines 4-2020-504390 May 26, 2020 43 Pending
55 Carpark Party Philippines 4-2020-504391 May 26, 2020 43 Pending
56 Drive N' Eat Philippines 4-2020-504392 May 26, 2020 43 Pending
57 Drive Up Dine In Philippines 4-2020-504393 May 26, 2020 43 Pending
58 Drive Up Eat Up Philippines 4-2020-504394 May 26, 2020 43 Pending
59 Park & Dine Philippines 4-2020-504395 May 26, 2020 43 Pending
60 Park & Eat Philippines 4-2020-504396 May 26, 2020 43 Pending
61 Park & Party Philippines 4-2020-504397 May 26, 2020 43 Pending
62 Park N' Dine Philippines 4-2020-504398 May 26, 2020 43 Pending
63 Park N' Eat Philippines 4-2020-504399 May 26, 2020 43 Pending
64 Park N' Party Philippines 4-2020-504400 May 26, 2020 43 Pending
65 Park. Eat. Go! Philippines 4-2020-504401 May 26, 2020 43 Pending
66 Eatside Out Philippines 4-2020-504402 May 26, 2020 43 Pending
Fast Food On
43
67 Wheels Philippines 4-2020-504403 May 26, 2020 Pending
68 Highway Eats Philippines 4-2020-504404 May 26, 2020 43 Pending
69 Meals On Wheels Philippines 4-2020-504405 May 26, 2020 43 Pending
Meet On The
70 43
Street Philippines 4-2020-504406 May 26, 2020 Pending
71 Mobile Dining Philippines 4-2020-504407 May 26, 2020 43 Pending
72 Outside Eats Philippines 4-2020-504408 May 26, 2020 43 Pending
73 Carpark Dining Philippines 4-2020-504409 May 26, 2020 43 Pending
74 Resto-Car Philippines 4-2020-504410 May 26, 2020 43 Pending
75 Sidewalk Café Philippines 4-2020-504411 May 26, 2020 43 Pending
76 Sidewalk Socials Philippines 4-2020-504412 May 26, 2020 43 Pending
77 Streat Dine Philippines 4-2020-504413 May 26, 2020 43 Pending
78 Street Eats Philippines 4-2020-504414 May 26, 2020 43 Pending
79 Streetside Eats Philippines 4-2020-504415 May 26, 2020 43 Pending
80 Drive. Eat. Go! Philippines 4-2020-504437 May 26, 2020 43 Pending
81 Drive-In Dine Philippines 4-2020-504438 May 26, 2020 43 Pending
82 Drive-In Dine-In Philippines 4-2020-504439 May 26, 2020 43 Pending
83 Drive-In Dining Philippines 4-2020-504440 May 26, 2020 43 Pending
84 Drive-In Eats Philippines 4-2020-504441 May 26, 2020 43 Pending
Registration/ Registration/
Trademark Country Class Status
Application No. Application Date
85 Eat Curbside Philippines 4-2020-504442 May 26, 2020 43 Pending
86 Eat Out Philippines 4-2020-504443 May 26, 2020 43 Pending
87 Eats Parking Philippines 4-2020-504444 May 26, 2020 43 Pending
88 Perfect Together Philippines 4-2020-506533 June 18, 2020 43 Pending
Max's Group 29, 30,
89 Kitchen Philippines 4-2020-506748 June 22, 2020 43 Pending
Max's Group 29, 30,
90 Kitchen Philippines 4-2020-506749 June 22, 2020 43 Pending
91 Made By Max's Philippines 4-2021-503412 February 11, 2021 43 Pending
92 Max's Restaurant Australia 1273246 November 18, 2008 43 Registered
93 Max's Restaurant Brunei 44378 July 27, 2015 42 Registered
Max's Restaurant
Cuisine of the 29, 35,
94 Philippines Italy 1452668 July 22, 2011 43 Registered
95 Max's Chicken Japan T5784995 August 7, 2015 43 Registered
96 Max's Chicken Taiwan 1765827 April 16, 2016 43 Registered
Max's Restaurant
Since 1945 &
97 Device Malaysia 2017064828 August 4, 2017 43 Registered
Max's Restaurant
Since 1945 &
98 Device Singapore 40201714378P July 26, 2017 43 Registered
Max's Restaurant
Cuisine of the
99 Philippines Malaysia 2013009386 June 23, 2016 43 Registered
Max's Restaurant
Cuisine of the 29, 35,
100 Philippines Singapore T1206469J May 4, 2012 43 Registered
Max's Restaurant
Cuisine of the
101 Philippines USA 3881282 November 23, 2010 43 Registered
Max's Restaurant
Cuisine of the United 29, 35,
102 Philippines Kingdom 2579586 April 28, 2011 43 Registered
Max's Restaurant
Cuisine of the
103 Philippines Brunei 044370 July 29, 2015 42 Registered
Max's Restaurant
Since 1945
Cuisine of the
Philippines & 29, 35,
104 Device Europe 17989999 November 23, 2018 43 Pending
Max's Restaurant
Since 1945
Cuisine of the
Philippines & 29, 35,
105 Device Italy 2019000096148 December 17, 2019 43 Pending
106 Max's of Manila China 3409076 December 18, 2002 43 Registered
107 Max's of Manila Hong Kong 300135530 December 31, 2003 43 Registered
108 Max's of Manila Canada TMA667937 July 17, 2006 43 Registered
109 Max's of Manila USA 2351874 May 23, 2000 43 Registered
110 Max's Restaurant Bahrain 85501 July 2, 2013 43 Registered
Registration/ Registration/
Trademark Country Class Status
Application No. Application Date

16, 29,
30, 35,
111 Max's Restaurant Canada TMA824575 May 23, 2012 40 Registered
112 Max's Restaurant China 3766155 February 21, 2006 43 Registered
113 Max's Restaurant Cambodia KH/51552/14 July 14, 2014 43 Registered
114 Max's Restaurant Indonesia IDM000520543 February 22, 2016 29, 43 Registered
115 Max's Restaurant Kuwait 106872 March 10, 2013 43 Registered
116 Max's Restaurant Oman 67018 August 12, 2013 43 Registered
117 Max's Restaurant Qatar 67391 April 28, 2013 42 Registered
Saudi
118 Max's Restaurant Arabia 142913194 December 28, 2009 43 Registered
119 Max's Restaurant UAE 100520 March 15, 2010 43 Registered
120 Max's Inasal USA 4950259 May 3, 2016 29 Registered
Max's Caramel
121 Bar USA 4046291 October 25, 2011 30 Registered
Kabisera ng
Dencio's and
122 Logo Philippines 4-2019-010364 18 June 2019 43 Registered
123 Kabisera Philippines 10363 September 15, 2019 43 Registered

Max's All About


Chicken
Max's All About
1 Chicken Philippines 4-2020-002130 February 10, 2020 43 Registered
Max's All About
Chicken
2 (stylized) Philippines 4-2020-002131 February 10, 2020 43 Registered
3 All About Chicken Philippines 4-2017-013783 March 22, 2018 43 Registered
Max's All About
Chicken with
wind vane and
4 chicken & Device Hong Kong 304585159 April 7, 2018 43 Registered
Max's All About
Chicken with
wind vane and
5 chicken & Device China 32873802 August 14, 2018 43 Registered
Max's All About
6 Chicken Bahrain 117325 May 8, 2017 43 Registered
Max's All About
7 Chicken India 3665828 October 30, 2017 43 Registered
Max's All About Saudi
8 Chicken Arabia 1437027784 January 16, 2017 43 Registered
Max's All About
9 Chicken Kuwait 183617 September 19, 2016 43 Pending
Max's All About
10 Chicken Oman 104658 September 18, 2016 43 Pending
Max's All About
11 Chicken Qatar 108731 September 18, 2016 43 Registered
Max's All About
12 Chicken Singapore 40201621560X December 16, 2016 43 Registered
Max's All About
13 Chicken UAE 256513 January 29, 2017 43 Registered
Registration/ Registration/
Trademark Country Class Status
Application No. Application Date
Max's All About
14 Chicken USA 87777694 January 31, 2018 43 Pending
Max's All About
Chicken and
Device -round
(Arabic
15 transliteration) KSA 1441002998 September 25, 2019 43 Registered

Eco Eats
1 Eco EATS Philippines 4-2016-500396 September 22, 2017 43 Registered

Burgos Eats
1 Burgos EATS Philippines 4-2016-500397 November 3, 2016 43 Registered

The Real American Doughnut


Co., Inc.
Everyone Is An
1 Original Philippines 4-2017-005677 April 12, 2018 30 Registered
Every One Is An
2 Original Philippines 4-2018-007154 August 23, 2018 30 Registered
3 OG Philippines 4-2019-007500 August 18, 2029 30 Registered

Research and Development

The Group invests on research and development for continuous product and process
innovations, which it considers a priority in order to stay relevant in the ever-changing industry
landscape.

Environmental Laws and Sustainability

The Group recognizes its responsibility on the proper stewardship of the environment and its role
in helping the community it operates in. Various initiatives such as consolidating commissary
operations, logistics, and delivery platforms were implemented which have significantly helped
reduce the ecological impact of the Group’s operations.

Mindful procurement, local sourcing, and sustainable farming has been the go -to procurement
strategy of the Group as it endeavors to help the communities it operates in. This has resulted
to less wastages and less logistics for the Group which help reduce its carbon footprint.

As a food company, food wastage is the biggest challenge in the industry and with the
recalibrated operations and more efficient processes of commissary as well as the stores, less
wastages and spoilage are produced by the Group. The initiative to harmonize products across
all brands and reducing menu items to just the core products significantly reduced wastages and
helped ensure more efficient supply chain and inventory management.
Manpower

As of December 31, 2021, the Group employs a total of 4,866 employees, classified as follows:

By Position No. of Employees

Executives 8
Directors 15
Managers and Supervisors 752
Staff 4,091
Total 4,866

Employment Status No. of Employees

Regular 2,265
Probationary 99
Other Labor Options 2,502
Total 4,866

The Group encourages employee engagement in policies, programs, and projects related to their
roles in the Group. Employees can also communicate any concerns through the Human
Resources Department and other available channels.

Major Business Risks

Risks relating to COVID and lockdown restrictions

The COVID-19 pandemic disrupted industries across the globe and the Group is not immune to
these disruptions that encompasses supply chain, employee welfare, overall business
environment, and financial viability to name a few.

Global and local continued lockdowns adversely impact the Group’s ability to source raw
materials and other ingredients from restricted cross-country logistics as well as supply
availability.

In the Philippines, the changing community quarantine scenarios in the last two years define
overall demand of our brands due to dine-in capacity restrictions coupled with availability of mass
transport. Long-term impact on the shift in consumer behavior as a result of the pr olonged
lockdowns can also impact the business model of the Group potentially impacting the Group’s
overall financial condition.

Initiatives to pandemic-proof the Group’s business model were implemented and with its portfolio
of brands which serve various specific market has helped the Group hedge the risk of lockdown
and strict restrictions.

Optimization of both costs and cashflows were key in the Group’s gradual but sustained
recovery. The focus on core brands was essential to these efforts, while actualizing the benefits
of year-long efforts in balancing marketing investments, building up supply chain efficiencies,
mindful inventory management and utilization, menu margin management, ramping up collection
of receivables, rightsizing of staffing, and alliances with lessors on rental concessions.

The Group mitigates these risk as it identified green shoots with reliable reports and adapting its
business model to the new normal. Strategic shif ts to B2B, expansion of sales platform to include
supermarkets and convenience stores were introduced such as Ready-to-Cook and Ready-to-
Heat to address changing consumer needs. Max’s Group, Inc’s entry also ad dresses industry
competition as non-traditional channel formats were entered into by industry players in B2B,
B2C, on-premise and off-premise.

Supply and demand were addressed by rationalizing the menu with products that are supported
by readily available supply. This also enabled the Group to create menu items based on available
supply but adapt to changing consumer taste.

Aside from the financial effects of the pandemic, MGI has also planned for its business continuity
procedures with its people and processes. A constant review of manpower complement as well
as engagement are done to ensure balance as the Group traverses even beyond the pandemic.
Processes at the back of the house such as supply chain, restaurant systems, network and
franchise development, corporate shared services, information and technology have evolved in
terms of scope and role to address changing front of the house requirements.

Risks relating to competition and market preference

The Group operates in a highly competitive environment where formats and variety of offerings
of larger chains and specialized concepts of smaller independent operators, or even
convenience stores, may directly impact the demand for the Group’s products. The Group’s
multi-brand portfolio, however, enables the Group to serve various demographics, offering more
products serving at various price points, thereby mitigating the effect of any decline in demand .

Due to the shifts in the market since 2020 wherein dine-in has not been the top of mind channel
even for the Group’s loyal customer base, MGI has addressed this through strengthening its
omni-channels with delivery and take-out serving customer needs. In addition, due to the
changing patterns of consumers to cook meals at home, MGI has also introduced its ready to
cook meals which are available across its store network with expanded reach through its
distributors, groceries and supermarkets.

Risks relating to supply chain

The Group’s business requires a number of raw materials and other ingredients that are sourced
from third-party suppliers. Supply disruptions, significant price increases, quality, and safety
problems of the Group’s main raw materials could adversely affect the Group’s operations and
profitability.

Accordingly, shortages in the supply of these raw materials and ingredients in the future may be
experienced due to unforeseen events including, but not limited to, global supply and demand
conditions, weather and adverse climate conditions, customs and import duties and government
regulations.

MGI needs to ensure a steady stream of supply through alternative vendors and materials, in
cases where the supply and processes will be unable to provide the volume, quality and price
requirements of the Group. Risk mitigation is in the timing and availability of these raw materials
to the commissaries and may ultimately lead to product or menu stock-outs in the Group’s
restaurants and stores. Efficiencies in its vendor accreditation and expanded pool help cushion
the risk of stock outs while effective bidding and demand and supply planning ensure that prices
are locked in for a longer horizon to cushion headwinds in cost hikes.

Risks relating to strategy for domestic and international growth

Expansion plans are dependent on certain factors such as regulatory requirements, contractual
obligation, suppliers, lessors, among others.

Locally, risks are being mitigated by stronger governance procedures to comply with regulatory
agencies. Third party contracts are well-studied, bidded out and locked in for prices and
deliverables, and leases are protected with tight lease agreements that are mutual to both MGI
and its lessors. In the international business, varying rules need to be complied with and
launches need to be carefully planned and studied.

All of these measures are being done by MGI.

Risks relating to food quality

Any failure to maintain effective quality control of the commissaries and the Group’s stores could
have a material adverse effect on the Group’s financial condition and results of operation. The
quality of the Group’s food and service is critical to the success of the Group’s business.
Maintaining consistent food and service quality depends significantly on the Group’s personnel
and their adherence to stringent quality control policies and guidelines. In addition to third-party
and in-house inspections of the commissaries and the stores, quality assurance testing is integral
to the food manufacturing process.

Risks relating to credit and paying capacity of franchisees

As the Group expands its franchise operations, steps to address credit risks from its franchisees
for its license fees and commissary supplies purchases need to be tighter as delays in collections
may affect the Group’s cash position. The Group has collection and compliance measures in
place to monitor and collect receivables from franchisees. The Group further enhanced the
collection process by enrolling franchisees to an auto-debit arrangement starting 2020 which
improved the collection efficiency and mitigated the risk of collection. MGI has also revisited
credit ratings and limits of its existing franchisees to derisk itself from collection defaults.

Risks relating to labor

Changes in law and regulations, including the issuance of new wage orders and granting
increased benefits to labor, as well as the occurrence of any labor unrest may result in disruptions
in operations and financially affect the Group’s operations, revenues and prospects. The Group
has historically kept harmonious working relations with its employee s. The Group has not
experienced any work disruption arising from labor issues, and the Group generally considers its
labor relations to be good. The Group manages the risks posed by any change in law, regulation
or labor dispute by adopting policies that ensure a healthy working environment for its employees
that comply with law and regulations.
Risk relating to aggregator rates

With the rapid growth in delivery channels in the last two years, the industry overall has been
reliant on aggregators to continue serving its customers thru delivery. With only a few big players
in the aggregator sector, there is a risk that the Group will be charged significant rates in order
to continue utilizing their services and may result to margin dilution.

The Group has capitalized using its own delivery platform to address the shifts from the dine-in
population. In addition, MGI has introduced Curbside® Pick-Up and Park & Dine™ as registered
trademarks across all brands defining convenience in take out and alternative dine in at the
convenience of being in one’s vehicle.

Risk Management

The Group is mindful of the potential impact of various risks to its ability to deliver quality content
across multiple platforms and consequently, as a result of its operations, value to shareholders.
The Group’s corporate strategy formulation and business decision-making processes always
consider potential risks and costs necessary to minimize, if not eliminate, such risks. As part of
its stewardship responsibility and commitment to deliver optimum value to its stakeholders, the
Group ensures that it has the proper control systems in place, and to the extent possible, adopted
global best practices, to identify, assess, analyze and mitigate market, operating, financial,
regulatory, community, reputational, and other risks.

The Group is mindful of the possible impact of several risks that may hamper its business. As
such, risk considerations form part of strategy formulation, execution and decision -making. The
Group has the proper control systems in place, and to the extent possible, adopts global best
practices in enterprise risk management.

The Group has appointed an Enterprise Risk Management Officer who is responsible for
facilitating risk identification, assessment, and mitigation for MGI and its subsidiaries through the
creation of a risk register and the implementation of policies and procedures that control the
sources of risk. These risks are constantly reviewed and are cascaded to risk owners who are
the leaders of the Group to adapt and adjust strategies, business models and processes.

MGI abides by the Assess, Implement, and Monitor (A.I.M.) risk model. The Assess phase covers
the identification of risks that may preclude the achievement of the objectives set in the business
plan, and the classification of such risks based on likelihood of occurrence and impact. The
Implement phase focuses on crafting and activating programs that mitigate causes and effects
of such risks. The Monitor phase involves the review of the effectiveness of the programs and
procedures that were executed to mitigate risks.

The Group has contingency plans in place to ensure business continuity and handle unexpected
events that may adversely affect operations of the Group.

(Space Left Intentionally Blank)


Item 2. Properties

The Group’s principal office is located at 3rd Floor KDC Plaza, 2212 Chino Roces Avenue, Makati
City, 1230 Metro Manila.

Bulk of its properties are comprised of company-owned stores in land or buildings leased from
third party lessors.

Some of the Group’s largest owned or leased properties are as follows:

Area
Location of Property Land Owner/Lessor
Sqm
Emilio Aguinaldo Highway, Salitran II, Mari Antoniette Veluz/Mark
1 Dasmarinas, Cavite 4,413 Anthony Veluz/Simeon Veluz
(Max’s Restaurant) (Leased)
Maharlika East Tagaytay City Manif old Realty &
2 3,111
(Max’s Restaurant) Development Corp. (Leased)
21 Scout Tuason St. Brgy. LagingHanda,
MG Rodgers Phils.
3 Quezon City (Max’s Restaurant) 2,800
(Owned)
Dau Access Road, Mabalacat, Pampanga
4 2,132 No Bia, Inc. (Leased)
(Max’s Corner Bakery)
Lot 14-A National Highway, Maharlika East,
Visard Development Corp.
5 Tagaytay City (Yellow Cab) 2,000
(Leased)
Brgy. Tabon I, Kawit, Cavite (Max’s R & A Malvar Trading Co., Inc.
6 1,338
Restaurant) (Leased)
Magallanes Eats- Lots 1-4 Block 3, Paseo Multi Sphere Trading
7 1,300
de Magallanes, Makati City Inc.(Owned)
Dr. A. Santos Ave. San Antonio Valley WERCO Holdings Corp.
8 Paranaque (Max’s Restaurant) 1,225 (Owned)

Pasig Buting- Lot 9-12 M. Concepcion R & R Hospitality Group Inc


9 1,200
Avenue, Brgy Buting, Pasig City (Owned)
Carmen Square Pinas Corp.
268 Alabang Zapote Road Pamplona Las
10 1,162 (Leased)
Pinas City (Max’s Restaurant)
VC Holdings Corp.
11 151 Pasig Blvd. Pineda Pasig City 1,160
(Leased)
Plaza Luisita, San Miguel, Tarlac
Robinsons Land Corp.
12 (Max’s Restaurant) 1,112
(Leased)
498 EDSA Caloocan City (Max’s
Ruf inus L. Coronel
13 Restaurant) 1,024
(Leased)
Barrios of Calaanan and Balintawak,
Ruf inus L. Coronel
14 Caloocan, Province of Rizal (Max’s 910
(Leased)
Restaurant)
B9 L6 Brgy. Batasan Commonwealth Ave. Augusto De Jesus
15 902
Quezon City (Max’s Restaurant) (Leased)
1123 Ma. Orosa St. Ermita Manila Trota Gimenez Realty Corp.
16 895
(Max’s Restaurant) (Owned)
Area
Location of Property Land Owner/Lessor
Sqm
Roxas Boulevard, Baclaran, Paranaque Trota Gimenez Realty Corp
17 868
City (Max’s Restaurant) (Owned)
1407 Quezon Avenue, Quezon City John Wilter Land, Inc.
18 787
(Max’s Restaurant) (Leased)
No. 998 Roxas Boulevard corner Remedios Faith Investment Corp.
19 787
St., Malate, Manila (Max’s Restaurant) (Leased)
18 Visayas Ave., Brgy. VASRA, Quezon Basilio Rentals and Sales
20 634
City (Yellow Cab) Corporation (Leased)
20 West Capitol Drive, Brgy. Kapitolyo, Prime Capitol Ventures
21 601
Pasig City (Max’s Restaurant) Corporation (Leased)
Quezon Memorial Circle (Max’s Quezon City Government
22 600
Restaurant) (Leased)
Lot 194, McArthur Highway, Balibago,
23 Angeles City, Pampanga (Max’s 560 Tinta Realty Inc. (Leased)
Restaurant)
Filipinas Benson Compound, Doña Irenea Benson Industrial Cold
24 St., Dr. A. Santos Avenue, Sucat, 2,067 Storage, Inc.
Parañaque City (Sub-Lessor)

MGI has also several leased properties below 1,000 sqm in Metro Manila, North Luzon, South
Luzon, Visayas, and Mindanao which are for its restaurant operations.

Rental payments of the Group is composed of a combination of fixed and variable components
based on a certain percentage of actual sales or minimum monthly gross sales, whichever is
higher. Fixed rates are normally subject to annual escalations ranging from 5% to 10%.

Item 3. Legal Proceedings

As of the date of the preparation of this report and during the period covered hereby, the
Group was not and has not been involved in any legal proceeding which, if resolved unfavorably
against the Group, will result in a material prejudice upon the ability of the Group to conduct its
business and/or the incurrence by the Group of a material pecuniary liability.

Item 4. Submission of Matters to a Vote of Security Holders (not applicable)

(Space Left Intentionally Blank)


PART II – OPERATIONAL AND FINANCIAL INFORMATION

Item 5. Market for Issuer's Common Equity and Related Stockholder Matters

Market Information

Max’s Group, Inc. conducted a follow-on offering of 197,183,100 million common shares at an
offer price of P17.75 per share last December 12, 2014. At present, the Group’s shares are being
traded under the ticker “MAXS”. Below is the trading history of the Group for the past three
years:

Quarter High Low


2018
1st 18.74 15.98
2nd 16.44 11.02
3rd 14.30 10.82
4th 11.80 9.29
2019
1st 13.96 10.24
2nd 16.20 12.24
3rd 14.80 13.00
4th 13.76 11.30
2020
1st 12.40 4.20
2nd 7.45 4.40
3rd 5.79 4.30
4th 8.32 4.70
2021
1st 7.45 5.20
2nd 7.10 5.73
3rd 7.16 5.95
4th 7.60 6.42
Top 20 Shareholders on Record as of December 31, 2021

Name Citizenship No. of Shares %


1 PCD Nominee Corp. (Filipino) Filipino 771,732,711 70.991%
2 Max’s Kitchen, Inc Filipino 100,267,952 9.224
3 PCD Nominee Corp. (Non- Others 97,770,018 8.994
Filipino)
4 The Real American Doughnut Filipino 81,543,725 7.501
Co. Inc.
5 Robert Ramon F. Trota Filipino 31,906,034 2.935
6 Joanne Que Lim Filipino 1,000,000 0.092
7 Wilson Jesse Q. Lim, Jr Filipino 1,000,000 0.092
8 Robert Ramon F. Trota ITF Filipino 614,234 0.057
Sandro Antonio T. Trota
9 Robert Ramon F. Trota ITF Filipino 614,234 0.057
Patricia Margarita T. Trota
10 Mel Macaraig Filipino 60,000 0.006
11 Anil Amarnani ITF: Anika Filipino 50,000 0.005
Amarnani
12 Matilde M. Cupido Filipino 45,600 0.004
13 Eduardo P. Lizares Filipino 40,000 0.004
14 Maria Luisa Lorenzo Filipino 40,000 0.004
15 Aries T. Gamboa Filipino 26,000 0.002
16 Zorayda Rosemarie Dela Rosa Filipino 26,000 0.002
Zarsadias
17 Pacif ico B. Tacub Filipino 22,000 0.002
18 Ma. Grace Leah Banaag Filipino 20,000 0.002
19 Dawn Aimee Castro Filipino 20,000 0.002
20 Angelina C. Garcia Filipino 20,000 0.002

Total of Top 20 Stockholders


1,086,818,508
Total Outstanding Shares 1,087,082,024
*Slight discrepancy due to rounding off.

There were approximately 100 shareholders as of December 31, 2021.

(Space Left Intentionally Blank)


Dividends

The following are the dividends declared by MGI’s board of directors in favor of MGI common
shares for the past five years ended December 2016, 2017, 2018, 2019, and 2020:
Declaration Amount per Total Dividends
Record Date Payment Date
Date Share (PHP) (PHP)
03/14/2016 03/30/2016 04/13/2016 0.12 125,347,003
03/14/2017 03/30/2017 04/12/2017 0.13 141,320,663
03/15/2018 04/04/2018 04/13/2018 0.14 152,191,483
03/19/2019 04/03/2019 04/30/2019 0.14 157,780,637
03/12/2020 03/31/2020 04/28/2020 0.18 181,526,139

No dividends were declared for the fiscal year 2021.

Recent Sales of Unregistered Securities

The Group has not sold nor traded any unregistered securities.

Item 6. Management's Discussion and Analysis and Plan of Operations

Overview

As MGI navigated through the pandemic in 2021, the Group’s tighter box economics
strategically pivoted to better margins and has reversed significant losses from 2020 despite
challenged topline due to quarantine restrictions throughout the year. The healthy portfolio of
various brands enabled the Group to maximize its potential as it caters to various market
segments. MGI has remastered its fundamentals revolutionizing its business model indicating
growth opportunities as the market continue to open up.

The recalibrated and resized operations enabled MGI to realize cost savings consistent with the
principle of shrink to grow as the Group effectively pivoted P2.75 billion of operating income with
P810 million in 2021 from last year’s losses of P1.94 billion. The challenging business
environment in 2020 and 2021 allowed MGI to determine the most important aspects of its
business which resulted to a leaner and more efficient organization.

The new business model has managed to create a more resilient and pandemic proof solution
as it leverages its brands and existing infrastructure. Max’s Restaurant and Pancake House
which managed for profitability as complemented by strengthening off-premise channels.
Yellow Cab and Krispy Kreme were poised for growth despite the pandemic as they remain
strong even with restrictions introduced all throughout 2021. The Group also maximized
returns for its other brands such as Teriyaki Boy, Sizzlin’ Steak and Dencio’s with its 52 cloud
kitchens as of 2021 with minimal or no additional capital expenditure requirement.

With its scale and local and global footprint, the Group has also entered into manufacturing as
an adjacent industry with its commissary serving MGI brands, institutional clients as toll
manufacturers and distributors. This also future-proofs MGI and ensures steady supply as
demand is expected to grow.

The Group also took opportunity to fortify its B2B business as goods are already present in
supermarkets and convenience stores.

RESULTS OF OPERATIONS AND FINANCIAL CONDITION FOR 2021

Change Change
PHPm FY 2021 FY 2020
PHP %
Systemwide Sales 12,521 10,847 1,674 15%
Revenue 7,640 7,144 496 7%
Cost of sales and services (5,309) (6,113) 804 13%
Gross profit 2,331 1,031 1,300 126%

General and administrative expenses (2,135) (2,122) (13) 1%


Sales and marketing expenses (240) (273) 33 12%
Other income - net 477 464 13 3%
Income (loss) before finance costs and other
adjustments 433 (901) 1,333 148%

Finance costs (275) (346) 71 20%


Other income - other adjustments 377 (1,038) 1,415 136%
Income (loss) before tax 535 (2,284) 2,819 123%

Benefit from (provision for) income tax (84) 603 (687) -114%
Net income (loss) 451 (1,681) 2,132 127%
EBITDA w/o one-offs 1,433 (123) 1,556 1269%
NIBT w/o one-offs 158 (2,284) 2,442 107%
Net Income w/o one-offs 74 (1,681) 1,755 104%

Margins
GP Margin 31% 14% 16%
EBIT Margin 11% -27% 38%
EBITDA Margin 24% -2% 25%

Consolidated Statements of Income

Systemwide Sales and Revenues

Change Change
PHPm FY 2021 FY 2020
PHP %
Systemwide Sales 12,521 10,847 1,674 15%
Revenue 7,640 7,144 496 7%

Max’s Group, Inc.’s (the “Group” or “MGI”) systemwide sales, which is composed of sales from
both company-owned stores and franchised stores, increased by 15% to P12.52 billion in 2021
from P10.85 billion in 2020. The 15% increase in 2021 was achieved even with 2020 operating
2.5 months pre-covid as well as strict dine-in restrictions during various periods of lockdowns in
2021.

Revenues, which comprise restaurant sales, commissary sales, and franchising and other
revenue increased by 7% to P7.64 billion from P7.14 billion in 2020. Restaurant sales amounted
to P6.00 billion, a 4% increase from P5.74 billion last year. Commissary sales and Franchising
and other revenue grew 29% and 12%, respectively. Increase in revenues driven largely by
overall market conditions as well as continued growth in off-premise channels of all brands.

Shifts in channel segments were seen as the consumer adjusts to government -mandated
protocols such as limited dine-in due to health and safety precautions. During GCQ, the
channel share shifted to delivery instead of dine-in and takeout has been stable. Over the
course of the pandemic, delivery has grown double in its contribution versus pre-pandemic.

Core brands continue to drive the demand and increase in SWS while the other brands were
strategically placed in cloud kitchens which added extra boost in sales without the significant
capex in opening a brick-and-mortar store. With each brand having its unique profile, the Group
is in a good position to have a better reach across market segments. Yellow Cab and Krispy
Kreme are recovering faster as these brands are delivery and takeout centric even pre -covid.
Max’s and Pancake House are expected to have a hockey stick recovery once dine -in
restrictions are relaxed creating more demand.

International business reported an 33% growth in sales vs prior year and has recovered faster
compared to the local market as less stringent lockdown measures were in place. International
business is already near pre-pandemic sales level and future expansion plans are in place for
the coming year.

As the Group shifts its growth towards franchising, revenue contribution is expected to shift
towards the commissary and licensing fees which have better margins. A balance between
company-owned and franchised network will enable MGI to maximize its business model and
ensure healthy margins.

Other sources of revenue of the Group in its new business segment of B2B and RTC / RTE
products is in its growth stages but is expected to continue expanding and eventually contribute
a sizeable portion of the Group’s revenues.

Cost of Sales and Services

Cost of sales, which is composed of raw materials and packaging costs, labor costs, and other
store-related and commissary-related costs such as rent, utilities, etc., amounted to P5.31 billion,
a decrease of P804 million or 13% vs last year. The Group managed to decrease cost of sales
by 13% despite a 7% increase in revenues thru more optimized and efficient operations which
contributed significant margin improvements from prior year . Driver of the significant
improvement is lower manpower costs dropping to only P895 million, from P1.27 billion last year
or a 30% decrease.

The Group also benefited from reduction in rent driven by rent concession and store
rationalizations done since last year. Food and beverage cost also contributed a P60 million
improvement as the Group had lesser wastages and implemented menu rationalization as well
as realizing supply chain efficiencies across all brands. As a percentage of revenues, FY 2021
cost of sales is only 69%, an improvement from 86% the same period last year.

The following table summarizes the Group’s cost of sales for the years ended December 31,
2021, and 2020:
Change Change
Cost of sales and services (PHPm) FY 2021 FY 2020
PHP %
Food and beverage 2,686 2,746 (60) -2%
Salaries, wages and employee benefits 895 1,274 (379) -30%
Rentals 171 254 (83) -33%
Light and Water 284 326 (42) -13%
Depreciation and Amortization 905 1,061 (156) -15%
Supplies Used 56 98 (41) -42%
Fuel & Oil 108 114 (7) -6%
Supplies and Equipment Sold 14 11 3 31%
Transportation and Travel 3 30 (27) -90%
Others 187 199 (13) -6%
Total 5,309 6,113 (804) -13%

Gross Profit

As a result of the foregoing, MGI ended 2021 with a gross profit of P2.33 billion, a 126% increase
from prior year’s P1.03 billion. Gross profit margin is at 31%, a significant improvement from last
year’s 14%. Improvements in 2021 were realized even with various headwinds encountered for
commodity price increase as well as tempered topline growth due to restrictions in place over
the course of the year. The improved margins are a result of all the cost reduction initiatives done
since the start of the pandemic and has enabled MGI to surpass pre -covid gross profit margin
levels at only 27%.

General and administrative expenses

General and administrative expenses for 2021 amounted to P2.13 billion, flat from prior year
despite the significant topline growth. The realized cost savings in 2020 and 2021 were driven
by across the board cost containment measures initiated by management since the start of the
pandemic. As a percentage of revenue, total General and Administrative cost decreased to only
28% from last year’s 30%.

Salaries, wages, and employee benefits amounted to P685 million or a P103 million reduction
from last year. The Group continues to improve its margins as expenses are managed and
continue to be optimized. As a percentage of revenue, the Group managed to improve its
salaries, wages, and employee benefits to only 9%, an improvement from 11% in 2020.

Services fees amounted to P428 million in 2021 a 22% increase from last year’s P351 million
driven by aggregator fees as delivery channel continues to grow.

The following table summarizes the Group’s cost of sales for the years ended December 31,
2021, and 2020:
Change Change
General and Administrative Expenses (PHPm) FY 2021 FY 2020
PHP %
Salaries, wages and employee benefits 685 788 (103) -13%
Service Fees 428 351 76 22%
Taxes and Licenses 226 305 (79) -26%
Freight out 125 13 112 869%
Royalty & Brand Fund 129 102 27 26%
Rental 92 107 (15) -14%
Light and Water 37 31 6 18%
Depreciation and amortization 44 102 (58) -57%
Transportation and Travel 53 35 18 52%
Repairs and maintenance 23 10 13 122%
Supplies Used 22 28 (6) -22%
Communication 25 26 (2) -6%
Amortization of Intangibles 49 45 4 9%
Others 198 178 20 11%
2,135 2,122 13 1%

Finance Costs

The Group’s finance costs decreased by 20% to P275 million from P346 million in 2020. The
decrease is driven by lower interest rates as a result of loan refinancing. The Group also
benefitted from lower interest expense on lease liability as a result of PFRS 16.

Other Income – other adjustments

One-off gains recorded in 2021 amounted to P377 million as a result of gains from sale of a
subsidiary whose sole asset is land. In 2020, the Group has recorded restructuring costs
amounting to P1.04 billion pertaining to streamlining of its business as it traverses the pandemic.

Earnings before interest, taxes, depreciation and amortization (EBITDA)

EBITDA for 2021 amounted to P1.81 billion, a significant improvement from the negative P123
million for the same period last year. EBITDA turnaround is at P1.94 billion and is growing at a
faster pace than revenue growth as a result of the change in business model resulting to
efficiencies in margins and better flow throughs. Without the one-off gains, EBITDA is at P1.44
billion in 2021, still a significant increase from the EBITDA in 2020.

EBITDA margins improved significantly to 24% from -2% the same period last year. This
improvement in the business model will further be realized as sales continue to recover as market
opens up.

Net Income (loss)

MGI ended the year 2021 with a net income of P451 million, a significant turnaround from the
P1.68 billion net loss from prior year. The net reversal of P2.13 billion in net income was achieved
even with only a 7% increase in revenues. The reversal is primarily driven by the cost savings
realized from the rightsizing and more efficient operations of MGI. With dine -in channels
expected to return in 2022, significant margin upsides are expected in the coming year when the
market comes back. Even excluding one-off gains in 2021, MGI still ended the year with a net
income of P74 million.
Consolidated Statements of Financial Position

ASSETS

As at December 31, 2021 vs December 31, 2020

The Group ended the year with consolidated total assets of P14.7 billion, 4% lower than the
P15.4 billion as at the end of 2020. Decrease is largely driven by reduction in right of use assets
from the store rationalization and sale of investment properties.

Assets (in PHP millions) As of December As of December Change


ASSETS 2021 2020 Amount %
Current assets
Cash and cash equivalents 1,081 882 198 22%
Trade and other receivables 1,292 1,344 (52) -4%
Inventories 576 365 211 58%
Prepaid expenses and other current assets 258 219 38 18%
Total current assets 3,206 2,811 395 14%

Noncurrent assets
Investment in real properties 273 518 (244) -47%
Property and equipment 3,303 3,297 6 0.2%
Intangible assets 4,875 4,895 (20) 0%
Right-of-use assets 1,496 2,018 (522) -26%
Net deferred income tax assets 788 1,088 (301) -28%
Security, utility and other deposits 548 515 33 6%
Other noncurrent assets 220 233 (13) -5%
Total noncurrent assets 11,504 12,564 (1,060) -8%
TOTAL ASSETS 14,710 15,375 (665) -4%

Cash and Cash Equivalents

Consolidated cash and cash equivalents increased to P1.08 billion or 22% higher than the
balance at year-end 2020 driven by increased sales volume and more efficient re ceivables
collection.

Trade and other receivables

Trade and other receivables settled at P1.29 billion in 2021 from P1.34 billion in 2020 or a 4%
decrease as a result of more efficient collection from franchisees for their commissary purchases
and franchise license fees.

(Space Left Intentionally Blank)


Inventories

Inventories amounted to P576 million at year-end 2021, a 58% increase from last year as a result
of increase in sales as well as strategic advance purchases done by management to mitigate
potential commodity price increases in 2022. Inventory management is done centrally to ensure
that MGI leverages on the volume and getting the best prices as well as realizing synergies by
using uniform ingredients across different brands.

Investment in Real Properties

Investment in real properties ended at P273 million, a 47% decline from end of 2020. This is
attributable to the sale of a subsidiary whose sole asset is land.

Right of use assets

Right-of-use-assets dropped by 26% to P1.50 billion in 2020 versus P2.02 billion in 2020. This
decrease was driven by lease amortization, cancellation of some lease contracts as a result of
store closures during the pandemic, and conversion of company owned stores to franchise.

Net deferred income tax assets

Deferred tax assets decreased by P301 million primarily as a result of the adjustments in the
provision for income taxes to effect the remeasurement of the income tax benefit booked in 2020
as a result of the Corporate Recovery and Tax Incentives for Enterprises (CREATE) Act being
signed into law after the 2020 audited financial statements were finalized.

(Space Left Intentionally Blank)


LIABILITIES

The following table summarizes the Group’s consolidated liability accounts:

Liabilities (in PHP millions) As of December As of December Change


LIABILITIES AND EQUITY 2021 2020 Amount %
Current liabilities
Trade and other payables 3,046 3,282 (236) -7%
Lease liabilities 530 534 (4) -1%
Loans payable 1,407 2,071 (665) -32%
Income tax payable 2 11 (9) -78%
Total current liabilities 4,986 5,898 (913) -15%

Noncurrent liabilities
Lease liabilities - net of current portion 1,089 1,612 (524) -32%
Long-term debt 3,089 2,498 591 24%
Contract liabilities 64 47 17 36%
Net retirement liabilities 314 623 (310) -50%
Net deferred income tax liabilities 718 929 (212) -23%
Total noncurrent liabilities 5,274 5,710 (436) -8%
TOTAL LIABILITIES 10,259 11,608 (1,349) -12%
TOTAL EQUITY 4,450 3,766 684 18%

Trade and Other Payables

Trade and other payables decreased by P236 million or 7% coming from completion of the sale
of subsidiary in 2021 which was recorded as part of def erred liability in 2020 amounting to P640
million. The other movements in trade payables are attributed to operating spend incurrent in
2021.

Net Loans Payable

Total loans payable maintained at P4.5 billion. The non-current portion of the long-term debt
increased by P591 million mainly due to refinancing of current portion of loans maturing within
one year. Refinancing the current portion of the loans payable will ensure cash available is used
to further drive growth in the business and at the same time strategically taking advantage of the
low market rates currently available.

Net retirement liabilities

Net retirement liabilities decreased to P314 million or a P310 million reduction from 2020. The
decrease is driven by the lower overall headcount of MGI and the right sizing initiatives done
from prior year.
Retained earnings

Retained earnings increased by 71% to P1.08 billion in 2021 from P631 million in 2020 as MGI
managed to reverse the losses from prior year.

Consolidated Statements of Cash Flows

The Group generated positive operating cashflow of P873 million for the period ended 31
December 2021 even with most of 2Q and 3Q 2021 in strict lockdown. This is a significant
improvement from the P489 million operating cashflow for the same period last year. Growth of
79% in operating cashflow despite the revenues only growing 7% from last year largely
attributable to the decrease in costs from the rationalization and efficiencies in operations.

Net cash used for investing activities amounted to P242 million primarily used to fund the
completion of the Carmona facility.

Net cash used for financing activities amounted to P433 million for the settlement of lease
liabilities throughout the year and scheduled principal payments of maturing debt in 1Q 20 21.

Key Financial Ratios

December 31, December 31, December 31,


2021 2020 2019
Gross Profit Margin 30.5% 14.4% 27.4%
Net Income Margin 5.9% -23.5% 5.0%
Debt to Equity Ratio 2.31x 3.09x 1.84x
Net Debt to Equity 2.06x
2.85x 1.69x
Ratio
Return on Equity 10.1% -44.6% 12.3%

Notes:
a. Gross Profit Margin = Gross Profit / Revenues
b. Net Income Margin = Net Income / Revenues
c. Debt to Equity = Total Liabilities / Total Equity
d. Net Debt to Equity = (Total Liabilities – Cash / Total Equity)
e. Return on Equity = Net Income / Total Equity

Financial Statements

The consolidated financial statements of Max’s Group, Inc. ( the “Group” or “MGI”) and its
subsidiaries as of December 31, 2021 and for the years ended December 31, 2020 and 2019
include the consolidated accounts of the Group and the following subsidiaries:

Percentage of Effective Ownership (%)


Name Nature of Business 2021 2020 2019
Max’s Kitchen, Inc. (MKI) Restaurant 100 100 100
The Real American Doughnut
Bakery 100 100 100
Company, Inc. (TRADCI)3
Teriyaki Boy Group, Inc. (TBGI) Restaurant 100 100 100
TBGI-Trinoma, Inc. 60 60 60
Percentage of Effective Ownership (%)
Name Nature of Business 2021 2020 2019
TBGI-Marilao, Inc. 51 51 51
TBOY-MS, Inc. 2 50 50 50
TBGI-Tagaytay, Inc. 2 40 40 40
No Bia, Inc. Commissary 100 100 100
Max’s Bakeshop, Inc. Bakery 100 100 100
Ad Circles, Inc. Advertising Support 100 100 100
MGOC Holdings, Inc. 4 Investment Holding - 100 100
TrotaGimenez Realty Corporation Real Estate 100 100 100
Alpha (Global) Max Group Limited
Franchising 100 100 100
(Alpha Max)
eMax’s LLC (eMax) Franchising 100 100 100
Global Max Services Pte. Ltd. Management
100 100 100
(Global Max) Consultancy
YCPI Pizza Venture, Inc. Restaurant 55 55 55
YCPC Subic, Inc. (formerly DFSI
Restaurant 100 100 100
Subic, Inc.)
Always Happy BGC, Inc. Restaurant 100 100 100
PCK-LFI, Inc. Restaurant 100 100 100
PCK-Boracay, Inc. Restaurant 100 100 100
PCK Polo, Inc. Restaurant 70 70 70
PCK-Palawan, Inc. Restaurant 60 60 60
DFSI One-Nakpil, Inc. Restaurant 60 60 60
PCK-AMC, Inc. Restaurant 60 60 60
PCK-Estancia, Inc. Restaurant 60 60 60
PCK-MTB, Inc. Restaurant 60 60 60
PCK-N3, Inc. (NAIA-3) Restaurant - - -
PCK-Bel Air, Inc. Restaurant 51 51 51
PCK-MSC, Inc. 1 Restaurant 50 50 50
Pancake House International, Inc.
Holding Company 100 100 100
(PHII)
Teriyaki Boy International, Inc.
Franchising 100 100 100
(TBII)
Yellow Cab Food Co.
Franchising 100 100 100
International, Inc. (YCFCII)
Pancake House, International
Restaurant 100 100 100
Malaysia SdnBhd (PHIM)
Pancake House Ventures, Inc.
Holding Company 100 100 100
(PHV)
2
Pancake House Products, Inc. Holding Company 100 100 100
Golden B.E.R.R.D. Grill, Inc. Restaurant 100 100 100
M Food Concepts, Inc. (M Food) Holding Company 100 100 100

1
Although the Parent Company owns 50% or less of the voting rights of these entities, it is able to govern the financial and operating
policies of the companies by virtue of agreements with the other shareholders of such entities. Consequently, the Parent Company
considered these entities as subsidiaries.
2
Companies that are dormant or have not yet started operations as at December 31, 20 21 and 2020
3
On July 16, 2018, the Plan of Merger of Fresh Healthy Juice Boosters, Inc. (FHJBI) & TRADCI was approved by the SEC, with
TRADCI as the surviving entity and FHJBI as the absorbed entity.
4
The Parent Company’s entire equity interest in MGOC Holdings, Inc. was sold in 2021 but the Share and Pu rchase Agreement
embodying the terms of the sale was executed in December 2020
Percentage of Effective Ownership (%)
Name Nature of Business 2021 2020 2019
Sizzlin’ Steak, Inc. (SSI) Restaurant 100 100 100
Boulangerie Francaise, Inc. (BFI) Restaurant 100 100 100
88 Just Asian, Inc. (88 JAI) Restaurant 80 80 80
CRP Philippines, Inc. Restaurant 50 50 50

All of the subsidiaries are incorporated and operating in the Philippines, except for the following
entities:

- PHII, TBII and YCFII, companies incorporated in British Virgin Islands;


- PHIM, a company incorporated and operating in Malaysia;
- M Food, SSI and eMax, companies incorporated in U.S.;
- Alpha Max, a company incorporated in Hong Kong; and
- Global Max, a company incorporated in Singapore.

ACCOUNTS WITH SIGNIFCANT CHANGE IN BALANCES


(Against December 31, 2020 Balances)

Income Statement

7% increase in Revenues
Increase is attributable to market-driven demand amid looser quarantine restrictions and
continued growth in off-premise channels

13% decrease in cost of sales


Realized efficiencies in store operations, menu margin management, product optimization, and
other cost containment measures

0.6% decrease in general and administrative expenses


Decrease is driven by rightsizing of group-wide operations to include store network, lower
manpower complement and corporate overhead

12% decrease in sales and marketing expenses


Strategic advertising and marketing activities based on level of activity and quarantine status
throughout the year

20% decrease in finance costs


Driven by loan refinancing and generally lower interest rates in the market

136% increase in other income – other adjustments


Increase is driven by one-off gains amounting to P377 million for 2021 pertaining to the sale of
a subsidiary whose sole asset is land

127% increase in net income


Higher revenues and improved margins resulted in the reversal of net loss during the same
period last year
Balance Sheet

22% increase in cash and cash equivalents


Increase is mainly due to higher cash flows from operating activities as a result of higher
revenues and improved margins versus prior year

58% increase in inventories


Mindful inventory management in preparation for higher dining capacity

18% increase in prepaid expenses and other current assets


Driven by increases in prepaid business taxes and advances to suppliers

47% decrease in investment in real properties


Decrease is attributable to the sale of a subsidiary whose sole asset is land

26% decrease in right-of-use assets


Attributable to store closures and amortization of the assets

28% decrease in net deferred income taxes assets


Movement pertains to re-computation of deferred tax assets using a lower corporate tax rate
under CREATE Law, and application of net operating loss carry-over (NOLCO) for the year.

32% decrease in current loans payable


Decrease due to payment of various loans falling due within the year, and refinancing of current
portion of loans maturing within one year

32% decrease in lease liabilities - net of current portion


Movement is due to the roll forward of non-current lease liabilities to current and retirement of
lease liabilities for closed stores

24% increase in long-term debt


Increase mainly due to refinancing of current portion of loans, to ensure cash available is used
to further drive growth in the business and at the same time strategically take advantage of the
low market rates currently available.

36% increase in contract liabilities


Movement pertains to higher unamortized portion of franchise fees received from franchisees

50% decrease in net retirement liabilities – net of retirement plan assets


Decrease pertains to higher amount used up during the year

23% decrease in net deferred income tax liabilities


Decrease is mainly due to fair value adjustment on intangible assets given the lower corporate
tax rate under the CREATE Law.

(Space Left Intentionally Blank)


DISCUSSION OF THE GROUP’S TOP FIVE (5) KEY PERFORMANCE INDICATORS

Number of Stores

In 2021, MGI opened a gross total of 23 new stores including four overseas primarily across core
brands Max’s Restaurant, Yellow Cab Pizza, Krispy Kreme and Pancake House.

Below is the breakdown of the Group’s store network as of December 31, 2021:

Company- Franchised International Joint Total


Owned Venture
Max’s Restaurant 83 106 30 - 219
Yellow Cab Pizza 97 67 17 - 181
Krispy Kreme 79 14 - - 93
Pancake House 36 79 3 3 121
Sizzlin’ Steak - - 5 - 5
Teriyaki Boy 1 1 5 1 8
Combination* 2 6 - - 8
Dencio’s - 6 - 0 6
Jamba Juice 10 4 - - 14
Multi-brand** 5 - - - 5
Total 313 283 60 4 660
*Teriyaki Boy and Sizzlin’ Steak combination store concept
**Integrated operating formats that consist of Max’s Restaurant, Krispy Kreme, Yellow Cab
Pizza, Pancake House and Teriyaki Boy

Systemwide Sales
Systemwide Sales pertains to the total sales to customers both from company -owned and
franchised stores.

Systemwide sales amounted to P12.52 billion in 2021 a 15% increase from prior year’s P10.85
billion. Despite the impact of various lockdowns in 2021, MGI managed to increase SWS by
maximizing other channels such as delivery and take-out.

Revenues
The Group and its operating subsidiaries generate revenues from three sou rces: (i) Restaurant
sales from company-owned stores; (ii) Commissary sales to franchised stores; and (iii) Fees
from franchising operations consisting of one-time franchise fees and continuing license fees.

Consolidated revenues registered at P7.64 billion, up 7% from P7.14 billion in 2020.

Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA)


EBITDA measures the company’s ability to generate cash from operations. It is computed by
adding back depreciation and amortization (non-cash expenses) to earnings before interest and
income taxes are deducted.

Consolidated EBITDA stood at P1.81 billion in 2021, a P1.94 billion reversal from prior year.
Net Income Ratio
Net Income Ratio provides a measure of return for every peso of revenue earned, after all other
operating expenses and non-operating expenses, including provision for income taxes, are
deducted. It is the percentage of the company’s income after tax to net sales in a given period.

For the full year 2021, Net income ratio for MGI is 6%.

Off Balance Sheet Transactions, Arrangement, Obligation and Other Relationships

There are no off -balance sheet transactions, arrangements, obligation (including contingent
obligations), and other relationships of the Group with unconsolidated entities or other persons
created during the reporting period.

Item 7. Financial Statements

Attached is an index for the Group’s audited consolidated financial statements and
supplementary schedules as of and for the years ended December 31, 2021 and 2020 and 2019.

Item 8. Changes in and Disagreements with Accountants on Accounting and Financial


Disclosure

Stockholders of the Group appointed Reyes Tacandong & Co. as the Group’s external auditor at
the Annual Stockholders’ Meeting held on August 10, 2021. There have been no disagreements
with the external auditor with regards to any matter relating accounting principles or practices,
financial statement, disclosures or auditing scope or procedure.

(Space Left Intentionally Blank)


PART III - CONTROL AND COMPENSATION INFORMATION

Item 9. Directors and Executive Officers of the Issuer

The following served as the Directors and Officers of the Group for the year 2021:

SHARON T. FUENTEBELLA, Chairperson


Sharon T. Fuentebella, age 55, Filipino, concurrently sits as President of The Real American
Doughnut Company, Inc., and Trota, Gimenez Realty Corp. She holds Directorship and acts as
Chairperson for most of the Group and its affiliates namely: Max’s Kitchen, Inc., Inc. and other
affiliates such as Ad Circles, Inc., No Bia, Inc., Max’s Bakeshop, Inc., and Teriyaki Boy Group,
Inc. Ms. Fuentebella holds a Bachelor of Science degree in Business Management from the De
La Salle University and has completed training seminars/programs for managing family -owned
companies conducted by the Asian Institute of Management ( AIM) and managing growing
companies from Stanford University. Ms. Fuentebella does not hold directorships in other listed
companies. She has over 20 years of experience in the food and beverage in dustry.

ROBERT RAMON F. TROTA, Chief Executive Officer


Robert Ramon F. Trota, age 55, Filipino, concurrently serves as President of Teriyaki Boy Group,
Inc., and Golden B.E.R.R.D. Grill, Inc. He also sits in the Board for most of the Group and its
affiliates. He is currently the Vice Consul for the Consulate General of Ireland. Moreover, Mr.
Trota served as Chairman of the Philippine Franchise Association from June 2009 to 2013. Mr.
Trota holds a Bachelor of Science degree in Business Management from the De La Salle
University and has completed training seminars/programs for effective management and family-
owned company governance and management conducted by the Asian Institute of Management
(AIM). Mr. Trota does not hold directorships in other listed companies. He has over 20 years of
experience in the food and beverage industry.

ISAIAS ARIEL P. FERMIN, President and Director


Ariel P. Fermin, 53, Filipino, was promoted as the Group’s President in 2021 from his previous
post as Group Chief Operating Officer and was appointed as part of the Board of Directors in
the same year . He was also former Executive Vice President and Head of Consumer Business
for PLDT, Concurrent President of Greenwich and Chowking, Country Director for Nike
Philippines and South East Asia Category Head for Basketball of Nike. He also held various
marketing and sales positions in Coca-Cola and Unilever as well as product development roles
in Procter & Gamble. He obtained his degree in Chemical Engineering from the University of the
Philippines Diliman.

CRISTINA T. GARCIA, Director


Cristina T. Garcia, age 56, Filipino, is concurrently the Resident Agent of Global Max Services
Ltd. – ROHQ and President of No Bia, Inc. She likewise holds Directorship positions in various
companies namely: Trofi Ventures Corp., Trofi Holdings Corp., Trofi Boosters Corp., Max’s
Bakeshop, Inc., Max’s Kitchen, Inc., The Real American Doughnut Company, Inc., Ad Circles,
Inc., and Trota, Gimenez Realty Corp. Ms. Garcia holds a Bachelor of Science degree in
Business Management from the Ateneo de Manila University (1986). Ms. Garcia does not hold
directorships in other listed companies. She has over 20 years of experience in the food and
beverage industry.

CAROLYN T. SALUD, Director


Carolyn T. Salud, age 58, Filipino, holds the Directorship and President position of the Group
and its affiliates namely: Max’s Kitchen, Inc., and other affiliates such as Ad Circles, Inc., and
Max’s Bakeshop, Inc. She likewise serves as Chairperson of The Real American Doughnut
Company, Inc., Trofi Boosters Corp., Trofi Holdings, Corp., Trofi Ven tures, Corp., and Trota,
Gimenez Realty Corp. Ms. Salud holds a Bachelor of Science degree in Business Administration
from Assumption College. Ms. Salud does not hold directorships in oth er listed companies. She
has over 20 years of experience in the food and beverage industry.

DAVE T. FUENTEBELLA, Director


Dave T. Fuentebella, age 54, Filipino, was previously a full-time banking professional, having
held various positions in BPI Capital, Citibank, Standard Chartered Bank, and Credit Agricole
since 2001. He has been the Director and Head of Global Transaction Banking in Deutsche Bank
since 2012. He previously served as Director in Max’s Makati, Inc., Max’s Kitchen, Inc., Max’s
Sta. Mesa, Inc. and Square Top, Inc. Mr. Fuentebella holds a Bachelor of Arts degree in
Economics and Political Science from the University of California, Berkeley and completed his
Master’s Degree in Business in the Asian Institute of Management (AIM). Mr. Fuentebe lla does
not hold directorships in other listed companies. He has over 20 years of combined experience
in the banking and food industries.

JIM T. FUENTEBELLA, Director


Jim T. Fuentebella, age 53, Filipino, is concurrently a Director of Max’s Kitchen, Inc ., The Real
American Doughnut Company, Inc., Trota, Gimenez Realty Corp., Ad Circles, Inc., No Bia, Inc.,
Max’s Bakeshop, Inc., and Teriyaki Boy Group, Inc. He also acts as a Chairperson for Golden
B.E.R.R.D. Grill, Inc. Mr. Fuentebella holds a Bachelor of Arts degree in Graphic Design with a
minor in Business Administration from the Academy of Art, University of San Francisco and has
completed training seminars/programs for effective management and family-owned company
governance and management conducted by the Asian Institute of Management (AIM). Mr.
Fuentebella does not hold directorships in other listed companies. He has over 20 years of
experience in the food and beverage industry.

WILLIAM E. RODGERS, Director


William E. Rodgers, age 60, American, is the President of MG Rodgers Phil. Inc. He is a Director
for eMax’s LLC, Alpha Max Group LTD, Ad Circles, Inc., and Trota Gimenez Realty Corp. Mr.
Rodgers holds a Master’s Degree in Economic Development from Columbia University and has
completed training seminars/programs for family-owned company governance and management
conducted by the Asian Institute of Management (AIM). Mr. Rodgers does not hold directorships
in other listed companies. He has over 20 years of experience in the food and beverage industry.

ANTONIO JOSE U. PERIQUET JR., Independent Director


Antonio Jose U. Periquet Jr., age 61, Filipino, is an Independent Director of the Group. He is
Chairman of Pacific Main Holdings, Inc., Campden Hill Group Inc., Campden Hill Advisors, Inc.,
and BPI Asset Management and Trust Corporation. He also sits as a Director of The Straits Wine
Company, Inc., and a Trustee of Lyceum of the Philippines University. He is an Independent
Director of ABS-CBN Corporation, Ayala Corporation, Bank of the Philippine Islands, BPI-Capital
Corporation, BPI-Family Savings Bank, Inc., DMCI Holdings, Inc., Philippine Seven Corporation,
and Semirara Mining and Power Corporation. He is also a member of the Global Advisory Board
of the University of Virginia's Darden School of Business. Mr. Periquet holds an AB Economics
degree from the Ateneo de Manila University, an MSc in Economics from Oxford University and
an MBA from the University of Virginia.

JOSE VICTOR P. PATERNO, Independent Director


Jose Victor P. Paterno, age 53, Filipino, is an Independent Director of the Group. He is
President/CEO and Director of Phil. Seven Corp. He also sits as a Director of Electric Commerce
Payment Network, The Straits Wine Company., Inc. He is a Board Co-Chair at ERC Phils., VP-
National Chapter Devt., of Philippine Franchise Association. He’s also a member of Management
Assoc of the Phils, Makati Business Club, and Young Presidents Organization. Mr. Paterno holds
a BS Mechanical Engineering Magna Cum Laude from Lehigh University, Bethlehem
Pennsylvania, USA.

Key Officers

MARIA ROCHELLE S. DIAZ, Chief Financial Officer


Maria Rochelle S. Diaz, 42, Filipino is the Chief Financial Officer of the Group. She has almost
two decades of professional experience in the fields of finance, external audit , business
development and operations in the local and international setting. Ms. Diaz served over ten
years in Ayala Land, Inc. (ALI), holding various roles such as Chief Finance Officer of the
Strategic Landbank Management Group and Chief Finance Officer and Group Head of Corporate
Resources of ALI’s subsdiary and publicy listed company in Bursa Malaysia. She was also the
former Senior Finance Director of Converge ICT Solutions, Inc., and also held various corporate
finance roles in ePLDT, Inc. and Merck Sharp and Dohme Philippine Branch. Ms Diaz also has
almost eight years of extensive external audit experience from PriceWaterhouseCoopers Manila.

Ms. Diaz is a Certified Public Accountant and earned her degree from De La Salle University
Manila.

On 04 February 2021, the Board appointed the following to fill the positions of Treasurer,
Corporate Information Officer and Compliance Officer:

(a) Ms. Maria Rochelle S. Diaz, as Treasurer and Corporate Information Officer. Ms. Diaz
concurrently holds the position of Chief Financial Officer of the Group; and

(b) Atty. Carmen-Rose A. Basallo-Estampador, as Compliance Officer. Ms. Basallo-Estampador


concurrently holds the positions of Assistant Corporate Secretary and General Counsel of the
Group.

MA. ALICIA G. PICAZO-SAN JUAN, Corporate Secretary


Ma. Alicia G. Picazo-San Juan, 51, Filipino, is a practicing lawyer and Partner of PicazoBuyco
Tan Fider& Santos Law Offices and Corporate Secretary of several Philippine companies,
including SSI Group, Inc., AsianLife and General Assurance Corporation, ATR Asset
Management, Inc. and several mutual fund companies. She graduated magna cum laude with
the degree of Bachelor of Science in Management, Major in Legal Management, from the Ateneo
de Manila University in 1992, and graduated cum laude with the degree of Bachelor of Laws from
the University of the Philippines in 1996.

CARMEN-ROSE A. BASALLO, Assistant Corporate Secretary and Risk Management Officer


Carmen-Rose A. Basallo, 44, Filipino, is concurrently the General Counsel of the Group. Prior to
joining the Group, she had a decade-long tenure as in-house legal counsel, serving as Legal and
Compliance Director of National Bookstore, Inc. and Assistant Vice President for Corporate Legal
Affairs, Compliance and Corporate Governance of Atlas Consolidated Mining and Development
Corporation. She obtained her Bachelor of Science degree in Economics and Bachelor of Laws
from the University of the Philippines.
Family Relationships amongst Directors and Officers

From the Trota Family:


Mr. Robert F. Trota, Ms. Cristina T. Garcia and Ms. Carolyn T. Salud are siblings.

From the Fuentebella Family:


Ms. Sharon T. Fuentebella, Mr. Dave T. Fuentebella and Mr. Jim T. Fuentebella are siblings.

The members of both the Trota and Fuentebella families are first-degree cousins.

Mr. William E. Rodgers is an uncle of the Trota and Fuentebella families.

Legal Proceedings

As of the date of the preparation of this report and during the period covered hereby, the
Group was not and has not been involved in any legal proceeding which, if resolved unfavorably
against the Group, will result in a material prejudice upon the ability of the Group to conduct its
business and/or the incurrence by the Group of a material pecuniary liability.

(Space Left Intentionally Blank)


Item 10. Executive Compensation

The following table estimates and summarizes the compensation of executive directors and key
management personnel of the Group for the ensuing year 2022 and periods ended December
31, 2021 and 2020.

Salaries, Bonuses and


Name and Principal Position Year
Other Compensation
Robert Ramon F. Trota, Chief Executive Officer
Sharon T. Fuentebella, Chairperson
Carolyn T. Salud, Director
Cristina T. Garcia, Director
Dave T. Fuentebella, Director
Jim T. Fuentebella, Director
William E. Rogers, Director
Isaias P. Fermin, President
2020 P81.4M
Chief Executive Officer and Highest Compensated
2021 P98.1M
Executive Officers
2022* P102.4M
2020 P72.6M
All Other Officers and Directors as a Group Unnamed 2021 P80.5M
2022* P68.9M
* Estimated for 2022 and subject to results of 2022 operations

The members of the Board of Directors of the Group each receive compensation amounting to
P75,000 for every Board meeting and P35,000 for every Board committee meeting attended.

Item 11. Security Ownership of Certain Record and Beneficial Owners and Management

Security Ownership of Certain Record and Beneficial Owners – as of December 31, 2021.

Name of
Title of No. of Shares %
Name Address Beneficial
Class Held Citizenship
Owner
37/F The
PCD Enterprise PSE
Common
Nominee Center, Ayala 771,732,711 Members Filipino 74.4
Shares
Corp.* Avenue, Brokers
Makati City
37/F The
PCD Enterprise PSE
Common
Nominee Center, Ayala 97,770,018 Members Non-Filipino 9.4
Shares
Corp.* Avenue, Brokers
Makati City
3/F KDC
Trofi Plaza, 2212 Trofi
Common
Ventures Chino Roces 82,021,794 Ventures Filipino 7.9
Shares
Corp.** Avenue, Corp.
Makati City

*PCD Nominee Corporation represents participants (PSE member-brokers, custodian bank,


institutional investors, etc.) which have beneficial interest in the Group.

**Trofi Ventures Corporation is an affiliate of Max’s Group, Inc. and holds a total of 82,021,794
common shares, which forms part of the 771,732,711 common shares held by local shareholders
under PCD Nominee Corp. (Filipino)

As of December 31, 2021, a total of 257,878,046 issued shares comprising 23.7% of the total
issued and outstanding shares of the Group are owned and held by wholly-owned subsidiaries
of the Group, to wit:

SUBSIDIARIES SHAREHOLDINGS
Max’s Kitchen, Inc. 101,173,438
The Real American Doughnut Company, Inc. 81,543,725
Max’s Bakeshop, Inc. 47,639,861
No Bia, Inc. 27,521,022
TOTAL 257,878,046

These shares and all the beneficial rights and interests appurtenant thereto or accruing thereon
are in substance owned and held by the Group. Otherwise stated, these shares are effectively
treasury shares and are in fact treated as treasury shares in the consolidated financial
statements of the Group. Accordingly, we are treating said shares as “treasury shares” and are
not considering the same part of the outstanding shares of the Group for purposes of calculating
the percentage to total outstanding shares of the non-public and public shares in the Group.

On April 24, 2018, the Plan of Merger YCFC & TBGI was approved by the SEC with TBGI as the
surviving entity and YCFC was the absorbed entity.

On July 16, 2018, the Plan of Merger of FHJBI & TRADCI was approved by the SEC, with
TRADCI as the surviving entity and FHJBI as the absorbed entity

Except as stated above and in the immediately succeeding section, the Board of Directors and
Management of the Group have no knowledge of any person who, as of record date, was
indirectly or directly the beneficial owner of more than 5% of the Group’s outstanding shares of
common stock or who has voting power or investment power with respect to shares comprising
more than 5% of the outstanding common stock. There are no persons holding more t han 5%
of the Group’s common stock that are under the voting trust or similar agreement.
Security Ownership of Directors and Management – as of December 31, 2021

Name of Amount and Nature of


Title of Beneficial Ownership No. of
Beneficial Citizenship %
Class Shares
Owner
Direct Indirect
Robert
Common
Ramon F. 33,906,034 - Filipino 33,906,034 3.3
Shares
Trota
Common Cristina T.
33,292,714 - Filipino 33,292,714 3.2
Shares Garcia
Common Carolyn F.
32,212,460 - Filipino 32,212,460 3.1
Shares Trota
Common Sharon T.
26,437,890 - Filipino 26,437,890 2.5
Shares Fuentebella
Common Jim T.
26,437,890 - Filipino 26,437,890 2.5
Shares Fuentebella
Common Dave T.
25,868,860 - Filipino 25,868,860 2.5
Shares Fuentebella
Common William E.
19,094,802 - American 19,094,802 1.8
Shares Rodgers
Common Antonio U.
3,000,002 - Filipino 3,000,002
Shares Periquet Jr. 0.3
Common Jose Victor
100 - Filipino 100 -
Shares Paterno
Other Key Officers
Common Ariel P.
577,600 Filipino 577,600 0.1
Shares Fermin
Maria
Common
Rochelle S. - - Filipino - -
Shares
Diaz
Ma. Alicia
Common
G. Picazo- - - Filipino - -
Shares
San Juan
Carmen-
Common
Rose A. - - Filipino - -
Shares
Basallo
All Directors and
200,828,352 19.4
Officers as a Group

Except as stated above, the Group has not received from any of the directors or executive officers
of the Group any statement of ownership, whether of record or beneficially, of more than 5% of
the Group’s outstanding shares of common stock. As known by the Group, the aggregate number
of common shares owned directly or indirectly by all key officers and directors as a group as of
record date was 200,828,352.
Voting Trust Holders of 5% or more

There are no persons holding more than 5% of the Group’s common stock that are under a voting
trust or similar agreement.

Changes in Control

The Group is not aware of any change in control or arrangement that may result in a change in
control of the Group since the beginning of its last fiscal year.

Item 12. Certain Relationships and Related Transactions

Related Party Transactions

For related party disclosures, please refer to Note 15 of the Audited Consolidated Financial
Statements of Max’s Group, Inc. for the period ended December 31, 2020.

(Space Left Intentionally Blank)


PART IV – CORPORATE GOVERNANCE

Item 13. Corporate Governance

The Board of Directors and Management, employees and shareholders of the Group, believe
that corporate governance is a necessary component of what constitutes sound strategic
business management and will therefore undertake every effort necessary to create awareness
within the organization as soon as possible.

The Group is committed to the principles and best practices contained in its Revised Manual on
Corporate Governance (“Manual”) and acknowledge that the same may guide the attainment of
our corporate goals.

This Manual shall institutionalize the principles of good corporate governance in the entire
organization.

Evaluation System

The Group has adopted a corporate governance self -rating method to evaluate the level of
compliance of the Group with its Manual on Corporate Governance. In addition, the Compliance
Officer reviews on a periodic basis the level of compliance of its directors, officers, and employees
with the leading practices and principles on good corporate governance as embodied in the
Group’s Manual.

Measures on Leading Practices of Good Corporate Governance

In compliance with Securities and Exchange Commission Memorandum Circular No. 19 – Series
of 2016, the Group submitted its Revised Manual on Corporate Governance on May 29, 2017. In
keeping the same, the following policies related to disclosure are observed:

Reports or disclosures required under the Group’s Revised Corporate Governance Manual shall
be prepared and submitted to the Securities and Exchange Commission and Philippine Stock
Exchange by the responsible committee or officer through the Compliance Officer.

All material information, i.e., anything that could potentially affect share price and which could
adversely affect its viability or interest of its shareholders and other stakeholders, shall be publicly
and timely disclosed. Such information shall include earnings results, acquisition or dispo sal of
assets, Board changes, related party transactions, shareholdings of directors and changes in
ownership.

Other information that shall always be disclosed includes remuneration (including stock options)
of all directors and senior management, corporate strategy, and off-balance sheet transactions.

All disclosed information shall be released via the approved stock exchange procedure for
company announcements as well as through the annual report.

The Board shall commit at all times to fully disclose material information dealings. It shall cause
the filing of all required information for the interest of the stakeholders.
Deviations from the Manual

The Group does not have any reported deviations from the Manual.

Item 14. Exhibits and Reports on SEC Form 17-C

Reports filed for the period January 1, 2021 to December 31, 2021:

Circular No. Circular Date Disclosure Subject


CR00331-2021 Jan 12, 2021 List of Top 100 Stockholders
CR00371-2021 Jan 13, 2021 Public Ownership Report
CR00832-2021 Jan 20, 2021 [Amend-1]Public Ownership Report
C00744-2021 Feb 05, 2021 Notice of Annual or Special Stockholders' Meeting
Change in Directors and/or Officers (Resignation,
C00759-2021 Feb 05, 2021 Removal or Appointment, Election and/or Promotion)
Change in Directors and/or Officers (Resignation,
C01440-2021 Mar 05, 2021 Removal or Appointment, Election and/or Promotion)
[Amend-1]Notice of Annual or Special Stockholders'
C01692-2021 Mar 17, 2021 Meeting
C01714-2021 Mar 17, 2021 Material Information/Transactions
C01715-2021 Mar 17, 2021 Amendments to By-Laws
C01716-2021 Mar 17, 2021 Amendments to Articles of Incorporation
C02020-2021 Mar 29, 2021 [Amend-1]Material Information/Transactions
C02243-2021 Apr 08, 2021 Press Release
C02283-2021 Apr 12, 2021 Postponement of Annual Stockholders' Meeting
CR02308-2021 Apr 15, 2021 Request for extension to file SEC Form 17-A
CR02363-2021 Apr 15, 2021 Public Ownership Report
CR02583-2021 Apr 16, 2021 List of Top 100 Stockholders (Common Shares)
CR03068-2021 May 07, 2021 [Amend-1]Public Ownership Report
C03176-2021 May 10, 2021 Notice of Analysts'/Investors' Briefing
CR03189-2021 May 12, 2021 Annual Report
C03317-2021 May 14, 2021 Press Release
CR03280-2021 May 14, 2021 Quarterly Report
[Amend-2]Notice of Annual or Special Stockholders'
C03681-2021 May 26, 2021 Meeting
CR04619-2021 Jul 01, 2021 Integrated Annual Corporate Governance Report
CR04850-2021 Jul 07, 2021 Information Statement
[Amend-1]Other SEC Forms, Reports and
CR04874-2021 Jul 08, 2021 Requirements
CR04884-2021 Jul 08, 2021 Public Ownership Report
CR04976-2021 Jul 09, 2021 List of Top 100 Stockholders (Common Shares)
CR05140-2021 Jul 14, 2021 Information Statement
C05253-2021 Aug 02, 2021 Notice of Analysts'/Investors' Briefing
C05501-2021 Aug 11, 2021 Results of Annual or Special Stockholders' Meeting
Results of Organizational Meeting of Board of
C05502-2021 Aug 11, 2021 Directors
Circular No. Circular Date Disclosure Subject
C05523-2021 Aug 11, 2021 [Amend-1]Amendments to By-Laws
C05526-2021 Aug 11, 2021 [Amend-1]Amendments to Articles of Incorporation
C05563-2021 Aug 12, 2021 Press Release
CR05877-2021 Aug 12, 2021 Quarterly Report
CR06943-2021 Oct 12, 2021 List of Top 100 Stockholders (Common Shares)
CR06947-2021 Oct 13, 2021 Public Ownership Report
C07041-2021 Oct 22, 2021 [Amend-2]Amendments to Articles of Incorporation
C07042-2021 Oct 22, 2021 [Amend-2]Amendments to By-Laws
[Amend-1]Results of Annual or Special Stockholders'
C07044-2021 Oct 22, 2021 Meeting
[Amend-1]Results of Organizational Meeting of
C07045-2021 Oct 22, 2021 Board of Directors
Change in Directors and/or Officers (Resignation,
C07049-2021 Oct 22, 2021 Removal or Appointment, Election and/or Promotion)
Change in Directors and/or Officers (Resignation,
C07192-2021 Oct 29, 2021 Removal or Appointment, Election and/or Promotion)
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(Space Left Intentionally Blank)


Makati City 18th of April 2022

18th April
COVER SHEET
FOR
AUDITED FINANCIAL STATEMENTS
SEC Registration Number

A 2 0 0 0 ‐ 0 3 0 0 8

COMPANY NAME

M A X ‘ S G R O U P , I N C . D o i n g b u s i n e s s u n d e r

t h e n a m e a n d s t y l e s o f M a x ‘ s R e s t a u r a n t

, P a n c a k e H o u s e , M a p l e , D e n c i o ‘ s , S i n g k

i t , Y e l l o w C a b , T e r i y a k i B o y , S i z z l i n ‘

S t e a k , M a x ‘ s C o r n e r B a k e r y , M a x ‘ s G r o u p

K i t c h e n , M a x ‘ s A l l A b o u t C h i c k e n , a n d

A l l A b o u t C h i c k e n a n d S u b s i d i a r i e s

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

3 / F K D C P l a z a , 2 2 1 2 C h i n o R o c e s A v e n u e ,

M a k a t i C i t y , M e t r o M a n i l a

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

A A C F S C R MD N / A

COMPANY INFORMATION
Company’s Email Address Company’s Telephone Number/s Mobile Number

[email protected] (+632) 8424‐2800 to 09 0998‐964‐1702

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

100 2nd Thursday of May 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

Ms. Maria Rochelle S. Diaz [email protected] (+632) 8424‐2800 0998‐964‐1702

CONTACT PERSON’S ADDRESS

3/F KDC Plaza, 2212 Chino Roces Avenue, Makati City, Metro 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.
NOTE 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 shall not excuse the corporation from liability for its deficiencies.
BOA/PRC Accreditation No. 4782 BDO Towers Valero
August 16, 2021, valid until April 13, 2024 8741 Paseo de Roxas
SEC Accreditation No. 0207-FR-3 (Group A) Makati City 1226 Philippines
August 29, 2019, valid until August 28, 2022 Phone : +632 8 982 9100
Fax : +632 8 982 9111
Website : www.reyestacandong.com

INDEPENDENT AUDITORS’ REPORT

The Stockholders and the Board of Directors


MAX’S GROUP, INC.
Doing business under the name and styles of
Max’s Restaurant, Pancake House, Maple, Dencio’s, Singkit,
Yellow Cab, Teriyaki Boy, Sizzlin’ Steak, Max’s Corner Bakery,
Max’s Group Kitchen, Max’s All About Chicken, and
All About Chicken and Subsidiaries
3/F KDC Plaza, 2212 Chino Roces Avenue
Makati City, Metro Manila

Opinion

We have audited the accompanying consolidated financial statements of MAX’S GROUP, INC. Doing
business under the name and styles of Max’s Restaurant, Pancake House, Maple, Dencio’s, Singkit,
Yellow Cab, Teriyaki Boy, Sizzlin’ Steak, Max’s Corner Bakery, Max’s Group Kitchen, Max’s All About
Chicken, and All About Chicken and Subsidiaries (the Group), which comprise the consolidated
statements of financial position as at December 31, 2021 and 2020, and the consolidated statements of
income, consolidated statements of comprehensive income, consolidated statements of changes in
equity and consolidated statements of cash flows for the years ended December 31, 2021, 2020 and
2019, and notes to the consolidated financial statements, including a summary of significant accounting
policies.

In our opinion, the consolidated financial statements present fairly, in all material respects,
the consolidated financial position of the Group as at December 31, 2021 and 2020, and its consolidated
financial performance and its consolidated cash flows for the years ended December 31, 2021, 2020 and
2019 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 the 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.

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 as at and for the year ended December 31, 2021.
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.

Reyes Tacandong & Co. is a member of the RSM network. Each member of the RSM network is an independent accounting and consulting firm, and practices in its own right. The RSM network is
not itself a separate legal entity of any description in any jurisdiction.
‐2‐

Assessing the Impairment of Goodwill and Trademarks with Indefinite Life

The Group is required to annually test the amount of goodwill and trademark with indefinite life for
impairment. This annual impairment test was significant to our audit because the carrying amount of
goodwill and trademark with indefinite life of P=1,964.4 million and P=2,560.2 million, respectively, as at
December 31, 2021, which represents 32% of total assets, are material to the consolidated financial
statements. In addition, the management’s assessment process is complex and highly judgmental and is
based on assumptions, specifically the discount rate, which is applied to the cash flows, net sales
forecasts, long‐term revenue growth rate, and earnings before interest, taxes, depreciation and
amortization which are affected by expected future market or economic conditions. These assumptions
are subject to higher level of estimation uncertainty due to the current economic conditions which have
been impacted by the COVID‐19 pandemic.

Our audit procedures included, among others, an understanding and evaluation of the methodologies
and the assumptions used in determining the recoverable amounts of the cash‐generating units for
goodwill and trademarks with indefinite life. We reviewed the cash flow projections included in the
impairment tests. We assessed and tested the assumptions, methodologies and other data used by
comparing them to external and historical data. We analyzed sensitivities in the Group’s valuation
model and evaluated cash‐generating units whether a reasonably possible change in assumptions could
cause the carrying amount to exceed its recoverable amount and assessed the appropriateness of its
expected cash flow projections in a business environment that continues to be affected by the COVID‐19
pandemic. We also assessed the adequacy of the disclosures in Notes 2, 3 and 11 to the consolidated
financial statements.

Assessing the Realizability of Deferred Tax Assets

The Group recognized deferred tax assets amounting to P =1,184.4 million as at December 31, 2021. Of
that amount, 42% relates to net operating loss carryover and excess minimum corporate income tax
over regular corporate income tax. Management evaluated the recognition of these deferred tax assets
based on the forecasted taxable income considering the period in which the deductible temporary
differences can be claimed. The recognition of deferred tax assets is significant to our audit because the
assessment process is complex and judgmental and is based on assumptions that are highly dependent
on management’s strategies and business plans to mitigate the continuing impact of the COVID‐19
pandemic.

Our audit procedures included, among others, an understanding of the Group’s deferred income tax
calculation process and the relevant tax rules and regulations. We reviewed management’s assessment
on the availability of future taxable income with reference to financial forecasts and tax strategies of the
Group. We evaluated management’s forecast by comparing the forecasts of future taxable income
against approved budgets and historical performance. We considered in our evaluation the extent and
the timing when it is probable that the Group will have sufficient future taxable profit and the extent
that tax planning opportunities available to the Group would create sufficient taxable profit, in
consideration of the relevant tax rules and regulations. We also assessed the adequacy of the
disclosures in Notes 2, 3 and 23 to the consolidated financial statements.
‐3‐

Accounting for Leases under PFRS 16

Right‐of‐use (ROU) assets and lease liabilities amounted to P =1,496.4 million and P =1,618.7 million as at
December 31, 2021, respectively. The accounting for the recognition and measurement of ROU assets
and lease liabilities is significant to our audit because ROU assets and lease liabilities represent 10% of
total assets and 16% of total liabilities, respectively. There were also significant additions, pre‐
terminations and rent concessions in 2021. The recognition and measurement of ROU assets and lease
liabilities involve the exercise of significant management judgment and estimate that include, among
others, (a) assessing whether a contract contains a lease; (b) determining the lease term with the
consideration on the renewal options; and (c) determining the appropriate discount rate.

Our procedures include, among others, review of newly executed and amended lease agreements to
determine whether the arrangement contains a lease to be recognized as additional or remeasurement
of ROU assets and lease liabilities. Assessment of the significant management judgment and estimates
used in determining the ROU assets and lease liabilities was also performed through review of the
significant provisions of the lease agreements. We tested the reasonableness of incremental borrowing
rates used if it approximates the rate that the Company would have to pay to borrow funds for purchase
of similar asset with similar term and security. On a test basis, we also performed recalculation of the
ROU assets and lease liabilities and test of reasonableness of amortization on ROU assets, interest
expense on lease liabilities and gain on rent concessions. We also assessed the adequacy of the
disclosure in Notes 2, 3 and 25 to 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, 2021, 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, 2021 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.
‐4‐

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial
Statements

Management is responsible for the preparation and fair presentation of these 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, these 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.
‐5‐

 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.

 Evaluate the overall presentation, structure and content of the consolidated financial statements,
including the disclosures, and whether the consolidated financial statements represent the
underlying transactions and events in a manner that achieves fair presentation.

 Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial statements.
We are responsible for the direction, supervision and performance of the group audit. We remain
solely responsible for the audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audits.

We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and
other matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.

From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the consolidated financial statements of the current year and
are therefore the key audit matters. We describe these matters in our auditors’ report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances,
we determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of
such communication.
MAX’S GROUP, INC.
Doing business under the name and styles of
Max’s Restaurant, Pancake House, Maple, Dencio’s, Singkit, Yellow Cab, Teriyaki Boy, Sizzlin’ Steak,
Max’s Corner Bakery, Max’s Group Kitchen, Max’s All About Chicken, and All About Chicken
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Amounts in Thousands)

December 31
Note 2021 2020
ASSETS
Current Assets
Cash and cash equivalents 5 P
=1,080,557 P
=882,343
Trade and other receivables 6 1,291,568 1,343,853
Inventories 7 575,737 365,191
Prepaid expenses and other current assets 8 257,763 219,311
Total Current Assets 3,205,625 2,810,698
Noncurrent Assets
Property, plant and equipment 9 3,303,147 3,297,019
Intangible assets 11 4,874,924 4,895,212
Right‐of‐use (ROU) assets 25 1,496,365 2,017,900
Investment properties 10 273,366 517,818
Security deposits on lease contracts 25 548,023 514,648
Net deferred income tax assets 23 787,776 1,088,366
Other noncurrent assets 12 220,470 233,166
Total Noncurrent Assets 11,504,071 12,564,129
P
=14,709,696 P
=15,374,827

LIABILITIES AND EQUITY


Current Liabilities
Trade and other payables 13 P
=3,046,379 P
=3,281,980
Loans payable 14 830,360 1,664,360
Current portion of:
Long‐term debt 14 576,500 407,000
Lease liabilities 25 529,840 533,758
Income tax payable 2,428 11,215
Total Current Liabilities 4,985,507 5,898,313
Noncurrent Liabilities
Noncurrent portion of:
Long‐term debt 14 3,089,076 2,497,579
Lease liabilities 25 1,088,899 1,612,452
Contract liabilities 13 64,317 47,329
Net retirement liabilities 15 313,643 623,207
Net deferred income tax liabilities 23 717,938 929,451
Total Noncurrent Liabilities 5,273,873 5,710,018
Total Liabilities P
=10,259,380 P
=11,608,331

(Forward)
‐2‐

December 31
Note 2021 2020
Equity 17
Capital stock P
=1,087,082 P
=1,087,082
Treasury stock ‐ at cost (495,249) (495,249)
Additional paid‐in capital 5,353,289 5,353,289
Retained earnings 1,081,072 630,966
Other comprehensive loss (396,831) (629,667)
6,629,363 5,946,421
Shares held by subsidiaries (2,122,928) (2,122,928)
Non‐controlling interests (56,119) (56,997)
Total Equity 4,450,316 3,766,496
P
=14,709,696 P
=15,374,827

See accompanying Notes to Consolidated Financial Statements.


MAX’S GROUP, INC.
Doing business under the name and styles of
Max’s Restaurant, Pancake House, Maple, Dencio’s, Singkit, Yellow Cab, Teriyaki Boy, Sizzlin’ Steak,
Max’s Corner Bakery, Max’s Group Kitchen, Max’s All About Chicken, and All About Chicken
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
[Amounts in Thousands, Except for Earnings (Loss) per Share]

For the Years Ended December 31


Note 2021 2020 2019

REVENUE 18
Restaurant sales P
=5,995,104 =P5,737,688 P
=11,793,079
Commissary sales 1,142,409 1,017,698 1,779,345
Franchise, royalty and continuing license fees 502,328 388,444 828,922
7,639,841 7,143,830 14,401,346

COST OF SALES AND SERVICES 19 5,309,314 6,113,230 10,456,289

GROSS PROFIT 2,330,527 1,030,600 3,945,057

GENERAL AND ADMINISTRATIVE EXPENSES 20 (2,134,673) (2,122,074) (2,615,179)

SALES AND MARKETING EXPENSES (239,779) (273,103) (544,909)

FINANCE COSTS 14 (274,954) (345,758) (320,364)

OTHER INCOME ‐ Net 22 853,601 463,965 531,619

RESTRUCTURING COSTS 1 – (1,037,986) –

INCOME (LOSS) BEFORE INCOME TAX 534,722 (2,284,356) 996,224

PROVISION FOR (BENEFIT FROM) INCOME TAX 23


Current 45,367 19,895 272,085
Deferred 38,371 (622,898) (87)
83,738 (603,003) 271,998

NET INCOME (LOSS) P


=450,984 (P
=1,681,353) P
=724,226

NET INCOME (LOSS) ATTRIBUTABLE TO:


Equity holders of the Parent Company P
=450,106 (P
=1,675,225) P
=720,956
Non‐controlling interests 878 (6,128) 3,270
P
=450,984 (P
=1,681,353) P
=724,226

Earnings (Loss) per Share Attributable to the


Equity Holders of the Parent Company 24
Basic/Diluted P
=0.58 (P
=2.15) P
=0.92

See accompanying Notes to Consolidated Financial Statements.


MAX’S GROUP, INC.
Doing business under the name and styles of
Max’s Restaurant, Pancake House, Maple, Dencio’s, Singkit, Yellow Cab, Teriyaki Boy, Sizzlin’ Steak,
Max’s Corner Bakery, Max’s Group Kitchen, Max’s All About Chicken, and All About Chicken
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in Thousands)

For the Years Ended December 31


Note 2021 2020 2019

NET INCOME (LOSS) P


=450,984 (P
=1,681,353) P
=724,226

OTHER COMPREHENSIVE INCOME (LOSS)


Item to be reclassified to profit or loss
Exchange differences on translation of foreign
operations 14,840 (6,146) (7,530)
Item not to be reclassified to profit or loss
Remeasurement gains (losses) on net retirement
liabilities and plan assets, net of deferred
income tax 15 217,996 (297,704) (190,670)
232,836 (303,850) (198,200)

TOTAL COMPREHENSIVE INCOME (LOSS) P


=683,820 (P
=1,985,203) P
=526,026

TOTAL COMPREHENSIVE INCOME (LOSS)


ATTRIBUTABLE TO:
Equity holders of the Parent Company P
=682,942 (P
=1,979,075) P
=522,756
Non‐controlling interests 878 (6,128) 3,270

P
=683,820 (P
=1,985,203) P
=526,026

See accompanying Notes to Consolidated Financial Statements.


MAX’S GROUP, INC.
Doing business under the name and styles of
Max’s Restaurant, Pancake House, Maple, Dencio’s, Singkit, Yellow Cab, Teriyaki Boy, Sizzlin’ Steak,
Max’s Corner Bakery, Max’s Group Kitchen, Max’s All About Chicken, and All About Chicken
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Amounts in Thousands)

For the Years Ended December 31


Note 2021 2020 2019

CAPITAL STOCK 17 P
=1,087,082 P
=1,087,082 =P1,087,082

ADDITIONAL PAID‐IN CAPITAL 5,353,289 5,353,289 5,353,289

TREASURY STOCK 17
Balance at beginning of year (495,249) (794) –
Acquisition of treasury shares – (494,455) (794)
Balance at end of year (495,249) (495,249) (794)

RETAINED EARNINGS
Balance at beginning of year 630,966 2,442,683 1,834,964
Net income (loss) attributable to the equity holders
of the Parent Company 450,106 (1,675,225) 720,956
Cash dividends 17 – (136,492) (113,237)
Balance at end of year 1,081,072 630,966 2,442,683

OTHER COMPREHENSIVE INCOME (LOSS)


Item to be reclassified to profit or loss ‐
Cumulative translation adjustments
Balance at beginning of year (17,864) (11,718) (4,188)
Exchange differences on translation of foreign
operations 14,840 (6,146) (7,530)
Balance at end of year (3,024) (17,864) (11,718)
Item not to be reclassified to profit or loss ‐
Remeasurement adjustments on net retirement
liabilities and plan assets, net of deferred
income tax 15
Balance at beginning of year (611,803) (314,099) (123,429)
Remeasurement, net of deferred income tax 217,996 (297,704) (190,670)
Balance at end of year (393,807) (611,803) (314,099)
(P
=396,831) (P
=629,667) (P
=325,817)

(Forward)
‐2‐

For the Years Ended December 31


Note 2021 2020 2019

SHARES HELD BY SUBSIDIARIES ‐ at cost 17


Balance at beginning of year (P
=2,122,928) (P
=2,610,013) (P
=2,610,013)
Reacquisition of shares held by subsidiaries – 487,085 –
Balance at end of year (2,122,928) (2,122,928) (2,610,013)

NON‐CONTROLLING INTERESTS
Balance at beginning of year (56,997) (47,204) (50,474)
Share in total comprehensive income (loss) 878 (6,128) 3,270
Return on dividend – (3,665) –
Balance at end of year (56,119) (56,997) (47,204)

P
=4,450,316 =3,766,496
P =5,899,226
P

See accompanying Notes to Consolidated Financial Statements.


MAX’S GROUP, INC.
Doing business under the name and styles of
Max’s Restaurant, Pancake House, Maple, Dencio’s, Singkit, Yellow Cab, Teriyaki Boy, Sizzlin’ Steak,
Max’s Corner Bakery, Max’s Group Kitchen, Max’s All About Chicken, and All About Chicken
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Thousands)

For the Years Ended December 31


Note 2021 2020 2019

CASH FLOWS FROM OPERATING ACTIVITIES


Income (loss) before income tax P
=534,722 (P
=2,284,356) P
=996,224
Adjustments for:
Depreciation and amortization 9 1,002,952 1,215,085 1,384,411
Gain on disposal of assets 9 (439,147) (4,518) (327,604)
Gain on rent concessions 25 (321,547) (358,080) –
Finance costs 14 274,954 345,758 320,364
Retirement expense 15 71,085 56,411 39,213
Interest income 5 (420) (1,057) (1,677)
Restructuring costs 1 – 1,037,986 –
Provision for impairment loss 6 – – 11,294
Operating income before working capital changes 1,122,599 7,229 2,422,225
Decrease (increase) in:
Trade and other receivables (75,715) 231,871 (217,203)
Inventories (210,546) 279,759 (63,060)
Prepaid expenses and other current assets (18,020) 36,092 107,322
Increase (decrease) in:
Trade and other payables 434,240 256,160 108,671
Contract liabilities (12,847) (2,440) (36,206)
Net cash generated from operations 1,239,711 808,671 2,321,749
Interest paid (168,921) (173,292) (223,693)
Income taxes paid (115,300) (73,457) (245,238)
Retirement benefit from book reserves (45,533) (9,818) (32,441)
Contributions to plan assets (37,188) (64,222) (6,752)
Interest received 420 1,057 1,677
Net cash provided by operating activities 873,189 488,939 1,815,302

CASH FLOWS FROM INVESTING ACTIVITIES


Acquisitions of:
Property, plant and equipment 9 (379,740) (630,450) (1,119,453)
Intangible assets 11 (33,268) (54,312) (18,593)
Deposit for sale of a subsidiary – 320,000 –
Decrease (increase) in:
Other noncurrent assets 12,696 (10,072) (22,533)
Security deposits on lease contracts (12,444) (7,324) (88,654)
Proceeds from disposal of assets 9 170,569 8,641 437,920
Net cash used in investing activities (242,187) (373,517) (811,313)
‐2‐

For the Years Ended December 31


Note 2021 2020 2019

CASH FLOWS FROM FINANCING ACTIVITIES


Net proceeds from (payments of):
Lease liabilities 25 (P
=369,018) (P
=517,896) (P
=945,339)
Loans payable (834,000) 743,723 (1,685,723)
Long‐term debt 770,230 (199,924) 1,926,423
Cash dividends paid 17 – (140,157) (113,237)
Acquisition of treasury stock 17 – (7,370) (794)
Net cash used in financing activities (432,788) (121,624) (818,670)

NET INCREASE (DECREASE) IN CASH AND


CASH EQUIVALENTS 198,214 (6,202) 185,319

CASH AND CASH EQUIVALENTS AT


BEGINNING OF YEAR 882,343 888,545 703,226

CASH AND CASH EQUIVALENTS AT


END OF YEAR P
=1,080,557 P
=882,343 P
=888,545

NONCASH FINANCIAL INFORMATION


Recognition (derecognition) of: 25
ROU assets P
=249,243 P
=443,400 P
=2,194,974
Lease liabilities 249,243 443,400 2,285,006
Accrued rent – (90,032)
Receivables arising from:
Disposal of subsidiary 4 – 320,000 –
Disposal of assets – – 222,914

See accompanying Notes to Consolidated Financial Statements.


MAX’S GROUP, INC.
Doing business under the name and styles of
Max’s Restaurant, Pancake House, Maple, Dencio’s, Singkit, Yellow Cab, Teriyaki Boy, Sizzlin’ Steak,
Max’s Corner Bakery, Max’s Group Kitchen, Max’s All About Chicken, and All About Chicken
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in Thousands Except as Otherwise Stated)

1. Corporate Information

MAX’S GROUP, INC. Doing business under the name and styles of Max’s Restaurant, Pancake House,
Maple, Dencio’s, Singkit, Yellow Cab, Teriyaki Boy, Sizzlin’ Steak, Max’s Corner Bakery, Max’s Group
Kitchen, Max’s All About Chicken, and All About Chicken (the Parent Company) was incorporated in
the Philippines and registered with the Securities and Exchange Commission (SEC) on March 1, 2000.
The Parent Company’s shares are publicly traded in the Philippine Stock Exchange (PSE). The Parent
Company and its subsidiaries (collectively referred to as “the Group”) are primarily engaged in the
business of catering food and establishing, operating and maintaining restaurants, coffee shops,
refreshments parlors and cocktail lounges.

The Parent Company’s primary purpose also includes dealing in the business of acquiring and
developing any and all trade names, brand names and master franchises, including other intellectual
property rights necessary to commence and operate the relevant business enterprises, as well as to
grant the use of such trade names, brand names and master franchises for and in consideration of
the payment of fees and royalties, and in connection therewith, establish management services for
the expansion of the business enterprises.

The Group operates under the trade names “Max’s or Max’s Restaurant”, “Pancake House”, “Yellow
Cab”, “Krispy Kreme”, “Jamba Juice”, “Max’s Corner Bakeshop”, “Dencio’s”, “Max’s Kabisera”,
“Teriyaki Boy”, “Singkit”, “Sizzlin’ Steak”, “Le Coeur de France”, and “Maple”.

The Parent Company’s registered address is located at 3/F KDC Plaza, 2212 Chino Roces Avenue,
Makati City, Metro Manila.
‐2‐

The consolidated financial statements include the accounts of the Parent Company and the
following subsidiaries:

Percentage of
Nature of Effective Ownership
Company Name Business 2021 2020 2019
Max’s Kitchen, Inc. (MKI) Restaurant 100 100 100
The Real American Doughnut Company, Inc. (TRADCI) Bakery 100 100 100
No Bia, Inc. (No Bia) Commissary 100 100 100
Max’s Bakeshop, Inc. (MCB) Bakery 100 100 100
Ad Circles, Inc. [a] Advertising Support 100 100 100
Trota, Gimenez Realty Corp. Real Estate 100 100 100
Alpha (Global) Max Group Limited (Alpha Max) Franchising 100 100 100
eMax’s LLC (eMax) Franchising 100 100 100
Global Max Services Pte. Ltd. (Global Max) Management 100 100 100
Consultancy
YCPC Subic, Inc. Restaurant 100 100 100
Always Happy BGC, Inc. [a] Restaurant 100 100 100
PCK‐LFI, Inc. [a] Restaurant 100 100 100
PCK‐Boracay, Inc. [a] Restaurant 100 100 100
PCKPolo, Inc. [a] Restaurant 70 70 70
PCK‐Palawan, Inc. [a] Restaurant 60 60 60
DFSI One‐Nakpil, Inc. Restaurant 60 60 60
PCK‐AMC, Inc. [a] Restaurant 60 60 60
PCK Estancia Capitol, Inc. Restaurant 60 60 60
PCK‐MTB, Inc. Restaurant 60 60 60
PCK Bel‐Air, Inc. [a] Restaurant 51 51 51
PCK‐MSC, Inc. [b] Restaurant 50 50 50
Pancake House International, Inc. (PHII) [a] Holding Company 100 100 100
Teriyaki Boy International ‐ Inc. (TBII) [a] Franchising 100 100 100
Yellow Cab Food Co. International ‐ Inc. (YCFII) [a] Franchising 100 100 100
Pancake House, International
Malaysia Sdn Bhd (PHIM) [a] Restaurant 100 100 100
Pancake House Ventures, Inc. (PHVI) [a] Holding Company 100 100 100
Pancake House Products, Inc. [a] Holding Company 100 100 100
Golden B.E.R.R.D. Grill, Inc. [a] Restaurant 100 100 100
Teriyaki Boy Group, Inc. (TBGI) Restaurant 100 100 100
TBGI‐Trinoma, Inc. [a] Restaurant 60 60 60
TBGI‐Marilao, Inc. [a] Restaurant 51 51 51
TBOY‐MS, Inc.[b] Restaurant 50 50 50
TBGI‐Tagaytay, Inc. [a] [b] Restaurant 40 40 40
YCPI Pizza Venture, Inc. [a] Restaurant 55 55 55
M Food Concepts, Inc. (M Food) [a] Holding Company 100 100 100
Sizzlin’ Steak, Inc. (SSI) Restaurant 100 100 100
Boulangerie Francaise, Inc. (BFI) [a] Restaurant 100 100 100
88 Just Asian, Inc. (88JAI) [a] Restaurant 80 80 80
CRPPhilippines, Inc.[b] Restaurant 50 50 50
MGOC Holdings, Inc. (MGOC) [c] Investment Holding – 100 100
[a]
Companies that are dormant or have not yet started commercial operations as at December 31, 2021 and 2020.
[b]
Although the Parent Company owns 50% or less of the voting power of these entities, it is able to govern the financial and operating
policies of the companies by virtue of agreements with the other investors of such entities. Consequently, the Parent Company considered
these entities as subsidiaries.
[c]
On March 9, 2021, the Parent Company completed the sale of its 100% investment in shares of MGOC for P
=640.0 million.
‐3‐

All of the subsidiaries are incorporated and operating in the Philippines and registered with the SEC,
except for the following entities:

 PHII, TBII and YCFII, companies incorporated in British Virgin Islands;


 PHIM, a company incorporated and operating in Malaysia;
 M Food, SSI and eMax, companies incorporated in U.S.;
 Alpha Max, a company incorporated in Hong Kong; and
 Global Max, a company incorporated in Singapore.

Impact of the Coronavirus (COVID‐19) Pandemic


The Group has felt the effect of the pandemic for the second year with intermittent lockdowns
throughout 2021 due to spikes in infection rates in its local and international businesses. Locally,
the quarantine scenarios were still imminent during the first and third quarter of 2021.

Despite such, the Group has recovered in terms of its top‐line sales versus the previous year as
vaccination rollout has taken place and restrictions affecting the food business have been relaxed in
2021 as compared to 2020 with modifications in relaxed guidelines for dine‐in during the year.

Management is cautiously optimistic of sales recovery brought about by better dine‐in patronage
and strengthened omni‐channel presence which was the thrust during the first year of the
pandemic. Likewise, the Group has developed new store format and product offerings enabling
better results of operations. The Group has also expanded to adjacent activities such as business‐to‐
business (B2B) and manufacturing businesses. The Group’s B2B activated Ready‐to‐Cook meal
offerings in groceries, supermarkets, retailers and distributors aside from the traditional channels.
With its scale and local and global footprint, the Group entered into manufacturing its own brands,
servicing institutional clients as toll manufacturers and distributors. This ensures steady supply as
demand is expected to grow as the market picks up.

The Group revitalized its business model through strategic initiatives with a healthy portfolio of its
various brands maximizing its potential to cater various market segments and demographics. The
recalibrated and resized operations enabled the Group to realize efficient cost structures in its
supply chain, store operations and corporate overhead.

The Group also implemented programs in 2020 to rationalize costs and streamline operations. The
Group management’s initiatives in shifting business strategies resulted in, among others, the
identification of efficiencies relevant to business conditions and identification of non‐performing
store operations. Restructuring activities were initiated that led to rationalizing store network of
certain Group‐owned and/or franchised stores.
‐4‐

Accordingly, in 2020, certain receivables and security deposits on lease contracts were determined
to be impaired and the estimated useful lives of certain property, plant and equipment were
changed resulting to recognition of restructuring costs in the consolidated statements of income as
follows:

2020
Note (In Thousands)
Additional depreciation and amortization of property,
plant and equipment of closed stores 9 P
=600,797
Provisions for impairment losses and write‐offs 21 231,812
Charges due to cancellation on conversion of
group‐owned stores to franchised stores,
disposals of assets and others 205,377
P
=1,037,986

With these initiatives, management has considered the consequences of COVID‐19 and other
conditions, and it has determined that they do not create a material uncertainty that casts
significant doubt upon the entity’s ability to continue as a going concern. Accordingly, the Group’s
consolidated financial statements were prepared on a going concern basis.

Approval on the Issuance of the Consolidated Financial Statements


The consolidated financial statements of the Group as at December 31, 2021 and 2020 and for the
years ended December 31, 2021, 2020 and 2019 were approved and authorized for issue by the
BOD of the Parent Company on March 24, 2022.

2. Summary of Significant Accounting Policies

Basis of Preparation
The consolidated financial statements have been prepared in accordance with Philippine Financial
Reporting Standards (PFRS) issued and approved by the Philippine Financial Reporting Standards
Council and adopted by the SEC, including SEC pronouncements. This financial reporting framework
includes PFRS, Philippine Accounting Standards (PAS) and Philippine Interpretation from
International Financial Reporting Interpretations Committee (IFRIC).

Measurement Bases
The consolidated financial statements are presented in Philippine Peso, which is the Parent
Company’s functional currency. All amounts are rounded to the nearest thousands except when
otherwise indicated.

The consolidated financial statements of the Group have been prepared under the historical cost
basis. Historical cost is generally based on the fair value of the consideration given in exchange for
an asset and the fair value of consideration received in exchange for incurring a liability.
‐5‐

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

 In the principal market for the asset or liability, or


 In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible to the Group.

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

A fair value measurement of a nonfinancial asset takes into account a market participant’s ability to
generate economic benefits by using the asset in its highest and best use or by selling it to another
market participant that would use the asset in its highest and best use.

The 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 (unadjusted) market prices in active markets for identical assets or liabilities.

 Level 2 ‐ Valuation techniques for which the lowest level input that is significant to the fair value
measurement is directly or indirectly observable.

 Level 3 ‐ Valuation techniques for which the lowest level input that is significant to the fair value
measurement is unobservable.

For assets and liabilities that are recognized in the consolidated financial statements on a recurring
basis, the Group determines whether transfers have occurred between levels in the hierarchy by
re‐assessing categorization (based on the lowest level input that is significant to the fair value
measurement as a whole) at the end of each reporting date.

For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities
on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair
value hierarchy as explained above.

Further information about the assumptions made in measuring fair value is included in Note 27 to
the consolidated financial statements.
‐6‐

Adoption of Amended PFRS


The accounting policies adopted are consistent with those of the previous financial year, except for
the adoption of the following amended PFRS.

 Amendment to PFRS 16, Leases ‐ COVID‐19‐Related Rent Concessions beyond June 30, 2021 ‐ In
2020, PFRS 16 was amended to provide practical expedient to lessees from applying the
requirements on lease modifications for eligible rent concessions that is a direct consequence of
COVID‐19 pandemic. A lessee may elect not to assess whether eligible rent concessions from a
lessor is a lease modification. A lessee that makes this election account for any change in lease
payments resulting from the COVID‐19 related rent concession the same way it would account
for a change that is not a lease modification, e.g., as a variable lease payment. This amendment
is effective for annual reporting periods beginning on or after June 1, 2020, with earlier
application permitted, and covers eligible rent concessions until June 30, 2021. The Group
applied the practical expedient in its financial statements for the year ended December 31,
2020.

Due to continuing impact of the pandemic, another amendment to PFRS 16 was issued in 2021,
which allows lessees to extend the application of the practical expedient regarding COVID‐19‐
related rent concessions to reduction in lease payments that are due on or before June 30,
2022. The amendment is effective for annual reporting periods beginning on or after April 1,
2021 but earlier application is permitted. The 2021 amendment is mandatory for entities that
elected to apply the previous amendment. Accordingly, the Group has applied the amendment
in the December 31, 2021 consolidated financial statements.

By applying the practical expedient, the Group is no longer required to remeasure the lease
liabilities to reflect the revised consideration using a revised discount rate. Instead, the effect of
the change in the lease liabilities is reflected in profit or loss in the period in which the event or
condition that triggers the rent concession occurs. The amount of reduction in lease liabilities
that was recognized in profit or loss amounted to P =321.5 million in 2021 (see Note 25).

Amended PFRS Issued But Not Yet Effective


Relevant amended PFRS, which are not yet effective as at December 31, 2021 and have not been
applied in preparing the consolidated financial statements, are summarized below.

Effective for annual periods beginning on or after January 1, 2022:

 Amendments to PFRS 3, Reference to Conceptual Framework ‐ The amendments will replace the
reference of PFRS 3 from the 1989 Framework to the current 2018 Conceptual Framework. The
amendments include an exception that specifies that, for some types of liabilities and
contingent liabilities, an entity applying PFRS 3 should refer to PAS 37, Provisions, Contingent
Liabilities and Contingent Assets, or IFRIC 21, Levies, instead of the Conceptual Framework. The
requirement will ensure that the liabilities recognized in a business combination will remain the
same as those recognized applying the current requirements in PFRS 3. The amendments also
clarified that an acquirer shall not recognize contingent assets acquired in a business
combination. The amendments should be applied prospectively.
‐7‐

 Amendments to PAS 16, Property, Plant and Equipment ‐ Proceeds Before Intended Use ‐
The amendments prohibit deducting from the cost of property, plant and equipment any
proceeds from selling items produced while bringing that asset to the location and condition
necessary for its intended use. Instead, the proceeds and related costs from such items shall be
recognized in profit or loss. The amendments must be applied retrospectively to items of
property, plant and equipment made available for use on or after the beginning of the earliest
period presented when an entity first applied the amendments.

 Amendments to PAS 37, Onerous Contracts ‐ Cost of Fulfilling a Contract ‐ The amendments
clarify that for the purpose of assessing whether a contract is onerous, the cost of fulfilling a
contract comprises both the incremental costs of fulfilling that contract and an allocation of
costs directly related to contract activities. The amendments apply to contracts existing at the
date when the amendments are first applied. At the date of initial application, the cumulative
effect of applying the amendments is recognized as an opening balance adjustment to retained
earnings or other component of equity, as applicable. Accordingly, the comparatives are not
restated. Earlier application is permitted.

 Annual Improvements to PFRS 2018 to 2020 Cycle:

o Amendment to PFRS 9, Financial Instruments ‐ Fees in the ‘10 per cent’ Test for
Derecognition of Financial Liabilities ‐ The amendment clarifies which fees an entity shall
include when it applies the ‘10 per cent’ test in assessing whether to derecognize a
financial liability (i.e. whether the terms of a new or modified financial liability is
substantially different from the terms of the original financial liability). These fees include
only those paid or received between the borrower and the lender, including fees paid or
received by either the borrower or the lender on the other’s behalf. The amendment
applies to financial liabilities that are modified or exchanged on or after the beginning of
the annual reporting period in which the entity first applied the amendments. Earlier
application is permitted.

o Amendment to PFRS 16, Leases ‐ Lease Incentives ‐ The amendment removes from the
Illustrative Example 13 the illustration of the reimbursement of leasehold improvements by
the lessor. The objective of the amendment is to avoid any potential confusion regarding
the treatment of lease incentives because of how the requirements for lease incentives are
illustrated.

Effective for annual periods beginning on or after January 1, 2023:

 Amendments to PAS 1, Classification of Liabilities as Current or Non‐current ‐ The amendments


clarify the requirements for an entity to have the right to defer settlement of the liability for at
least 12 months after the reporting period. The amendments also specify and clarify the
following: (i) an entity’s right to defer settlement must exist at the end of the reporting period,
(ii) the classification is unaffected by management’s intentions or expectations about whether
the entity will exercise its right to defer settlement, (iii) how lending conditions affect
classification, and (iv) requirements for classifying liabilities where an entity will or may settle by
issuing its own equity instruments. The amendments must be applied retrospectively. Earlier
application is permitted.
‐8‐

 Amendments to PAS 1 and PFRS Practice Statement 2, Disclosure Initiative – Accounting Policies
‐ The amendments require an entity to disclose its material accounting policies, instead of its
significant accounting policies and provide guidance on how an entity applies the concept of
materiality in making decisions about accounting policy disclosures. In assessing the materiality
of accounting policy information, entities need to consider both the size of the transactions,
other events or conditions and its nature. The amendments clarify (1) that accounting policy
information may be material because of its nature, even if the related amounts are immaterial,
(2) that accounting policy information is material if users of an entity’s financial statements
would need it to understand other material information in the financial statements, and (3) if an
entity discloses immaterial accounting policy information, such information should not obscure
material accounting policy information. In addition, PFRS Practice Statement 2, Making
Materiality Judgements, is amended by adding guidance and examples to explain and
demonstrate the application of the ‘four‐step materiality process’ to accounting policy
information. The amendments should be applied prospectively. Earlier application is permitted.

 Amendments to PAS 8, Definition of Accounting Estimates ‐ The amendments clarify the


distinction between changes in accounting estimates and changes in accounting policies, and
the correction of errors. Under the new definition, accounting estimates are “monetary
amounts in financial statements that are subject to measurement uncertainty”. An entity
develops an accounting estimate if an accounting policy requires an item in the financial
statements to be measured in a way that involves measurement uncertainty. The amendments
clarify that a change in accounting estimate that results from new information or new
developments is not a correction of an error, and that the effects of a change in an input or a
measurement technique used to develop an accounting estimate are changes in accounting
estimates if they do not result from the correction of prior period errors. A change in an
accounting estimate may affect only the profit or loss in the current period, or the profit or loss
of both the current and future periods. Earlier application is permitted.

 Amendments to PAS 12, Deferred Tax Related Assets and Liabilities from a Single
Transaction ‐ The amendments require companies to recognize deferred tax on transactions
that, on initial recognition, give rise to equal amounts of taxable and deductible temporary
differences. Earlier application is permitted.

Deferred Effectivity ‐

 Amendments to PFRS 10, Consolidated Financial Statements, and PAS 28 ‐ Sale or Contribution
of Assets Between an Investor and its Associate or Joint Venture ‐ The amendments address a
conflicting provision under the two standards. It clarifies that a gain or loss shall be recognized
fully when the transaction involves a business, and partially if it involves assets that do not
constitute a business. The effective date of the amendments, initially set for annual periods
beginning on or after January 1, 2016, was deferred indefinitely in December 2015 but earlier
application is still permitted.

Under prevailing circumstances, the adoption of the foregoing amended PFRS is not expected to
have any material effect on the consolidated financial statements of the Group. Additional
disclosures will be included in the consolidated financial statements, as applicable.
‐9‐

Basis of Consolidation
The consolidated financial statements of the Group comprise the financial statements of the Parent
Company and its subsidiaries. Control is achieved when the Parent Company is exposed, or has
rights, to variable returns from its involvement with the investee and has the ability to affect those
returns through its power over the investee (i.e. existing rights that give it the current ability to
direct the relevant activities of the investee).

When the Parent Company has less than majority of the voting or similar rights of an investee,
the Parent Company considers all relevant facts and circumstances in assessing whether it has
power over an investee, including:

 The contractual arrangement with the other vote holders of the investee;
 Rights arising from other contractual arrangement; and,
 The Parent Company’s voting rights and potential voting rights.

The Parent Company re‐assesses whether or not it controls an investee if facts and circumstances
indicate that there are changes to one or more of the three elements of control. Consolidation of a
subsidiary begins when the Parent Company obtains control over the subsidiary and ceases when
the Parent Company loses control of the subsidiary. Assets, liabilities, income and expenses of a
subsidiary acquired or disposed of during the year are included in the consolidated statements of
income from the date the Parent Company gains control until the date the Parent Company ceases
to control the subsidiary.

Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity
holders of the Parent Company and to the non‐controlling interests, even if this results in the
non‐controlling interests having a deficit balance.

Non‐controlling interests represent the portion of net results and net assets not held by the Parent
Company. These are presented in the consolidated statements of financial position within equity,
apart from equity attributable to equity holders of the Parent Company and are separately disclosed
in the consolidated statements of income and consolidated statements of comprehensive income.
Non‐controlling interests consist of the amount of those interests at the date of original business
combination and the non‐controlling interests’ share on changes in equity since the date of the
business combination.

The financial statements of the subsidiaries are prepared for the same reporting year as the Parent
Company. Consolidated financial statements are prepared using uniform accounting policies for
similar transactions and other events in similar circumstances. Intercompany balances and
transactions, including intercompany profits and losses, are eliminated.

A change in the ownership interest of a subsidiary, without loss of control, is accounted for as an
equity transaction. If the Parent Company loses control over a subsidiary, it:

 Derecognizes the assets (including goodwill) and liabilities of the subsidiary;


 Derecognizes the carrying amount of any non‐controlling interests;
 Derecognizes the cumulative translation differences recorded in equity, if any;
 Recognizes the fair value of the consideration received;
 Recognizes the fair value of any investment retained;
 Recognizes surplus or deficit in profit or loss; and
 Reclassifies the Parent Company’s share of component previously recognized in OCI to profit or
loss or retained earnings, as appropriate, as would be required if the Parent Company had
directly disposed of the related assets or liabilities.
‐ 10 ‐

The assets and liabilities of foreign subsidiaries are translated into presentation currency of the
Parent Company at the rate of exchange as at reporting date while the income and expense
accounts are translated at the weighted average exchange rates for the year. The resulting
translation differences are included in equity under the account “Cumulative translation
adjustments”.

Business Combinations and Goodwill


Business combinations are accounted for using the acquisition method. The cost of an acquisition is
measured as the aggregate of the consideration transferred, measured at acquisition date fair value,
and the amount of any non‐controlling interest in the acquiree. For each business combination,
the acquirer measures the non‐controlling interest in the acquiree pertaining to instruments that
represent present ownership interests and entitle the holders to a proportionate share of the net
assets in the event of liquidation either at fair value or at the proportionate share of the acquiree’s
identifiable net assets. All other components of non‐controlling interest are measured at fair value
unless another measurement basis is required by PFRS. Acquisition‐related costs incurred are
expensed and included in general and administrative expenses.

When the Group acquires a business, it assesses the financial assets and liabilities assumed for
appropriate classification and designation in accordance with the contractual terms, economic
circumstances and pertinent conditions as at the acquisition date, including the separation of any
embedded derivatives in host contracts by the acquiree.

If the business combination is achieved in stages, any previously held interest is remeasured at its
acquisition date fair value and any resulting gain or loss is recognized in the consolidated statements
of income. It is then considered in the determination of goodwill.

Any contingent consideration to be transferred by the acquirer will be recognized at fair value at the
acquisition date. Subsequent changes to the fair value of the contingent consideration which is
deemed to be an asset or liability will be recognized in accordance with PFRS 9 either in
consolidated statements of income or as a change to other comprehensive income. If the
contingent consideration is not within the scope of PFRS 9, it is measured in accordance with
appropriate PFRS. Contingent consideration that is classified as equity is not remeasured until it is
finally settled and accounted for within equity.

If necessary information, such as fair value of assets and liabilities acquired, is not available by the
end of the reporting period in which the business combination occurs, provisional amounts are used
for a period not exceeding one year from the date of acquisition or the measurement period.
During this period, provisional amounts recognized for a business combination may be
retrospectively adjusted if relevant information has been obtained or becomes available.

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration
transferred and the amount recognized for non‐controlling interest, and any previous interest held,
over the net fair value of the identifiable assets acquired and liabilities assumed. If the fair value of
the net assets acquired is in excess of the aggregate consideration transferred, the Group reassesses
whether it has correctly identified all of the assets acquired and all of the liabilities assumed and
reviews the procedure used to measure the amounts to be recognized at the acquisition date. If the
reassessment still results in an excess of the fair value of net assets acquired over the aggregate
consideration transferred, then gain is recognized in consolidated statements of income.
‐ 11 ‐

After initial recognition, goodwill is measured at cost less any accumulated impairment losses.
For the purpose of impairment testing, goodwill acquired in a business combination is, from the
acquisition date, allocated to each of the Group’s cash‐generating units (CGU) that are expected to
benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are
assigned to those units.

Where goodwill forms part of a CGU and part of the operation within CGU unit is disposed of,
the goodwill associated with the operation disposed of is included in the carrying amount of the
operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in
this circumstance is measured based on the relative values of the operation disposed of and the
portion of the CGU retained.

If the Group reorganizes its reporting structure in a way that changes the composition of one or
more CGU to which goodwill has been allocated, the goodwill shall be reallocated to the units
affected.

There were no reorganizations in reporting structure for the years ended December 31, 2021, 2020
and 2019 that changed the allocation of goodwill.

Common Control Business Combinations and Group Reorganizations


Where there are group reorganizations and business combinations in which all the combining
entities within the Group are ultimately controlled by the same ultimate parent before and after the
business combination and the control is not transitory, the Group accounts for such group
reorganizations and business combinations similar to a pooling‐of‐interests method. The assets and
liabilities of the acquired entities and that of the Group are reflected at their carrying values at the
stand‐alone financial statements of the investee companies.
Under the pooling‐of‐interests method:

 The assets and liabilities of the combining entities are reflected at their carrying amounts;

 No adjustments are made to reflect fair values, or recognize any new assets or liabilities at the
date of the reorganization;

 No “new” goodwill is recognized as a result of the reorganization; and

 The consolidated statement of income in the year of reorganization reflects the results of the
combining entities for the full year, irrespective of when the reorganization took place.

Financial Assets and Liabilities

Date of Recognition. Financial assets and liabilities are recognized in the consolidated statements of
financial position when the Group becomes a party to those contractual provisions of a financial
instrument. In the case of a regular way purchase or sale of financial assets, recognition and
derecognition, as applicable, is done using settlement date accounting.

Initial Recognition. Financial instruments are recognized initially at fair value, which is the fair value
of the consideration given (in case of an asset) or received (in case of a liability). The initial
measurement of financial instruments, except for those designated at fair value through profit and
loss (FVPL), includes transaction cost.
‐ 12 ‐

“Day 1” Difference. Where the transaction in a non‐active market is different from the fair value of
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 fair value (a “Day 1” difference) in profit or loss.
In cases where there is no observable data on inception, the Group deems the transaction price as
the best estimate of fair value and recognizes “Day 1” difference 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” difference.

Classification of Financial Instruments. The Group classifies its financial assets at initial recognition
under the following categories: (a) financial assets at amortized cost, (b) financial assets at fair value
through other comprehensive income (FVOCI) and, (c) financial assets at FVPL. The classification of
a financial instrument largely depends on the Group’s business model and its contractual cash flow
characteristics. Financial liabilities, on the other hand, are classified under the following categories:
(a) financial liabilities at amortized cost and (b) financial liabilities at FVPL.

As at December 31, 2021 and 2020, the Group does not have financial assets at FVOCI and financial
assets and liabilities at FVPL.

Financial Assets at Amortized Cost. A financial asset shall be measured at amortized cost if both of
the following conditions are met:

 the financial asset is held within a business model whose objective is 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
solely payments of principal and interest on the principal amount outstanding.

After initial recognition, financial assets at amortized cost are subsequently measured at amortized
cost using the effective interest method, less allowance for impairment, if any. Amortized cost is
calculated by taking into account any discount or premium on acquisition and fees that are an
integral part of the effective interest rate. Gains and losses are recognized in profit or loss when the
financial assets are derecognized and through amortization process. Financial assets at amortized
cost are included under current assets if realizability or collectability is within 12 months after the
reporting period. Otherwise, these are classified as noncurrent assets.

The Group’s cash and cash equivalents, trade and other receivables (excluding advances to officers
and employees settled through liquidation), security deposits on lease contracts, utilities and other
deposits and other noncurrent receivables (included under “Other noncurrent assets” account) are
classified under this category.

Financial Liabilities at Amortized Cost. Financial liabilities are categorized as financial liabilities at
amortized cost when the substance of the contractual arrangement results in the Group having an
obligation either to deliver cash or another financial asset to the holder, or to settle the obligation
other than by the exchange of a fixed amount of cash or another financial asset for a fixed number
of its own equity instruments.
‐ 13 ‐

These financial liabilities are initially recognized at fair value less any directly attributable transaction
costs. After initial recognition, these financial liabilities are subsequently measured at amortized
cost using the effective interest method. Amortized cost is calculated by taking into account any
discount or premium on the issue and fees that are an integral part of the effective interest rate.
Gains and losses are recognized in profit or loss when the liabilities are derecognized or through the
amortization process.

This category includes trade and other payables (excluding deposits from sale of a subsidiary,
statutory liabilities, contract liabilities and gift certificates payable), lease liabilities, loans payable
and long‐term debts.

Reclassification
The Group reclassifies its financial assets when, and only when, it changes its business model for
managing those financial assets. The reclassification is applied prospectively from the first day of
the first reporting period following the change in the business model (reclassification date).

For a financial asset reclassified out of the financial assets at amortized cost category to financial
assets at FVPL, any gain or loss arising from the difference between the previous amortized cost of
the financial asset and fair value is recognized in profit or loss.

For a financial asset reclassified out of the financial assets at amortized cost category to financial
assets at FVOCI, any gain or loss arising from a difference between the previous amortized cost of
the financial asset and fair value is recognized in OCI.

Impairment of Financial Assets at Amortized Cost


The Group recognizes an allowance for expected credit loss (ECL) for financial assets carried at
amortized cost. ECL is based on the difference between the contractual cash flows due in
accordance with the contract and all the cash flows that the Group expects to receive. The
difference is then discounted at an approximation to the asset’s original effective interest rate.

For trade receivables, the Group has applied the simplified approach in measuring ECL. Simplified
approach requires that ECL should always be based on the lifetime ECL. The Group has established a
provision matrix that is based on its historical credit loss experience, adjusted for forward‐looking
factors specific to the debtors and the economic environment and an assessment of both the
current as well as the forecast direction of conditions at the reporting date, including time value of
money where appropriate.

For other financial assets at amortized cost which mainly comprise cash and cash equivalents,
security deposits on lease contracts, receivable from disposal of interest, utilities and other current
and noncurrent receivables, the Group applied the general approach in measuring the ECL. The ECL
is based on the 12‐month ECL, which pertains to the portion of lifetime ECL resulting from default
events of a financial instrument that are possible within 12 months after the reporting date.
However, when there is a significant increase in credit risk from the initial recognition, the allowance
is based on the lifetime ECL.

The Group considers the financial capacity of the counterparties to pay the obligations as they fall
due.
‐ 14 ‐

Derecognition of Financial Assets and Liabilities

Financial Assets. 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 right to receive cash flows from the asset has expired;

 the Group retains the right to receive cash flows from the financial 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 right to receive cash flows from the financial 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 right to receive cash flows from a financial asset or has entered
into a pass‐through arrangement, and has neither transferred nor retained substantially all the risks
and rewards of ownership of the financial asset nor transferred control of the financial asset,
the financial asset is recognized to the extent of the Group’s continuing involvement in the financial
asset. Continuing involvement that takes the form of a guarantee over the transferred financial
asset is measured at the lower of the original carrying amount of the financial asset and the
maximum amount of consideration that the Group could be required to repay.

Financial Liabilities. A financial liability is derecognized when the obligation under the liability is
discharged, cancelled or has expired. 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 the consolidated statements of income.

Classification of Financial Instrument between Liability and Equity


A financial instrument is classified as liability if it provides for a contractual obligation to:

 Deliver cash or another financial asset to another entity;

 Exchange financial assets or financial liabilities with another entity under conditions that are
potentially unfavorable to the Group; or

 Satisfy the obligation other than by the exchange of a fixed amount of cash or another financial
asset for a fixed number of own equity shares.

If the Group does not have an unconditional right to avoid delivering cash or another financial asset
to settle its contractual obligation, the obligation meets the definition of a financial liability.
‐ 15 ‐

Offsetting of Financial Assets and Liabilities


Financial assets and financial liabilities are offset and the net amount reported in the consolidated
statements of financial position if, and only if, there is a currently enforceable legal 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.

Inventories
Inventories consist of food, beverage and processed inventories, and store and kitchen supplies and
equipment. Inventories are valued at the lower of cost and net realizable value (NRV).

Cost is determined using the weighted average method. Cost of processed inventories include
direct materials, labor and proportional manufacturing overhead cost based on normal capacity.

NRV of food, beverage and processed inventories is the estimated selling price in the ordinary
course of business less the estimated costs to complete and estimated costs necessary to make the
sale. NRV of store and kitchen supplies and equipment is the current replacement cost.
In determining NRV, the Group considers any adjustment necessary for spoilage, breakage and
obsolescence.

Prepaid Expenses and Other Current Assets


Prepaid expenses and other current assets mainly include creditable withholding taxes (CWTs),
advances to suppliers, input value‐added tax (VAT) and prepayments.

CWTs. CWTs represent the amount withheld by the Group’s customers in relation to its restaurant
and commissary sales. These are recognized upon collection of the related sales and are utilized as
tax credits against income tax due as allowed by the Philippine taxation laws and regulations.

Advances to Suppliers. Advances to suppliers represent advance payments on goods or services to


be purchased in connection with the Group’s operations. These are charged as an expense in the
consolidated statements of income upon actual receipt of goods or services, which is normally
within twelve months or within the normal operating cycle.

Prepayments. Prepayments are carried at cost and are amortized on a straight‐line basis over the
period of expected usage, which is equal to or less than twelve months or within the normal
operating cycle. Prepayments that are expected to be realized for no more than 12 months after
the reporting period are classified as current asset. Otherwise, these are classified as noncurrent
assets.

Input VAT. Input VAT represents tax imposed on the Group by its suppliers and contractors for the
purchase of goods and services, as required under Philippine taxation laws and regulations.
The portion of input VAT that will be used to offset the Group’s current VAT liabilities is presented as
a current asset in the consolidated statements of financial position.

Deferred Input VAT. In accordance with the Revenue Regulations No. 16‐2005, input VAT on
purchases or imports of the Group of capital goods (depreciable assets for income tax purposes)
with an aggregate acquisition cost (exclusive of input VAT) in each of the calendar months exceeding
P
=1.0 million are claimed as credit against output VAT over 60 months or the estimated useful lives of
capital goods, whichever is shorter.
‐ 16 ‐

Property, Plant and Equipment


Property, plant and equipment, except for land, is stated at cost less accumulated depreciation and
amortization and any allowance for impairment in value. Land is stated at cost less any impairment
loss.

The initial cost of property, plant and equipment comprises its purchase price, including import
duties and nonrefundable purchase taxes and any directly attributable costs of bringing the
property, plant and equipment to its working condition and location for its intended use.
Expenditures incurred after the property, plant and equipment have been put into operations, such
as repairs and maintenance, are normally charged to expense in the period the costs are incurred.
In situations where it can be clearly demonstrated that the expenditures have resulted in an
increase in the future economic benefits expected to be obtained from the use of an item of
property, plant and equipment beyond its originally assessed standard of performance, the
expenditures are capitalized as an additional cost of property, plant and equipment.

Each part of an item of property, plant and equipment with a cost that is significant in relation to the
total cost of the item is depreciated and amortized separately.

Depreciation and amortization are computed using the straight‐line method over the estimated
useful lives of the assets.

The estimated useful lives of the assets are as follows:

Category Number of Years


Plant and building 10 to 35
Leasehold improvements 5 to 12 or lease term,
whichever is shorter
Store and kitchen equipment 5 to 12
Furniture, fixtures and equipment 3 to 5
Transportation equipment 3 to 5

The estimated useful lives, depreciation and amortization method are reviewed periodically to
ensure that the periods and method of depreciation and amortization are consistent with the
expected pattern of economic benefits from items of property, plant and equipment.

When assets are retired or otherwise disposed of, both the cost and related accumulated
depreciation and amortization are removed from the accounts and any resulting gain or loss is
recognized in the consolidated statements of income.

Fully‐depreciated and amortized assets are retained as property, plant and equipment until these
are no longer in use.

Construction‐in‐progress is stated at cost. This includes cost of construction and other direct costs.
Construction‐in‐progress is not depreciated until such time as the relevant assets are completed and
available for use. These are reclassified to a specific category of property, plant and equipment
when the construction and other related activities necessary to prepare the assets for their intended
use are completed and the assets are available for use.

The carrying value of property, plant and equipment is reviewed for impairment when events or
changes in circumstances indicate the carrying value may not be recoverable.
‐ 17 ‐

Investment Properties
Investment properties are carried at cost less accumulated depreciation and any impairment in
value, except for land which is carried at cost less any impairment in value. When the investment
properties are sold or retired, the cost and any impairment in value are eliminated from the
accounts and any resulting gain or loss is recognized in the consolidated statements of income.

Depreciation is calculated on a straight‐line basis over the useful life of the investment properties of
5 to 12 years. The useful life of each of the Group’s investment properties is estimated based on the
periods over which the asset is expected to be available for use. Such estimation is based on a
collective assessment of industry practice and experience with similar assets.

Investment properties are derecognized when either they have been disposed of or when the
investment properties are permanently withdrawn from use and no future economic benefit is
expected from its disposal. Any gain or loss on the retirement or disposal of investment properties
are recognized in the consolidated statements of income in the year of retirement or disposal.

Transfers are made to investment properties when, and only when, there is a change in use,
evidenced by ending of owner‐occupation or commencement of an operating lease to another
party. Transfers are made from investment property when, and only when, there is a change in use,
evidenced by commencement of owner‐occupation or commencement of development with a view
to sale.

The carrying value of investment properties is reviewed for impairment when events or changes in
circumstances indicate that the carrying value may not be recoverable.

The investment properties’ useful lives and depreciation method are reviewed, and adjusted if
appropriate, at each reporting period.

Intangible Assets
Intangible assets acquired separately are measured on initial recognition at cost. The cost of
intangible assets acquired in a business combination is the fair value as at the date of acquisition.

Following initial recognition, intangibles are carried at cost less any accumulated amortization and
any accumulated impairment losses. Internally generated intangibles, excluding brand development
costs, are not capitalized and expenditures are reflected in the consolidated statements of income in
the year the expenditure is incurred.

Trademarks and Franchise Fees. Trademarks and franchise fees are measured initially at cost.
The cost of trademarks and franchise fees acquired in business combinations is its fair value at the
date of acquisition. Following initial recognition, trademarks and franchise fees are carried at cost
less accumulated amortization and accumulated impairment losses, if any.

Trademarks with indefinite useful lives are not amortized but are tested for impairment annually
either individually or at the cash generating unit level. The useful life of an intangible asset is
assessed as indefinite if it is expected to contribute net cash inflows indefinitely and is reviewed
annually to determine whether the 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.
The Max’s, eMax and Max’s Corner Bakery trademarks are determined to have indefinite useful lives
because considering all of the relevant factors, there is no foreseeable limit to the period over which
the asset is expected to generate cash inflows for the Group.
‐ 18 ‐

Other trademarks or franchise fees with finite useful life are amortized over 30 years or term of the
trademark or franchise agreement, whichever is shorter, using the straight‐line method. The useful
life and amortization method for trademarks and franchise fees are reviewed at least at each
reporting date. A change in the expected useful life or the expected pattern of consumption of
future economic benefits embodied in the trademarks and franchise fees are accounted for by
changing the useful life and amortization method, as appropriate, and treated as a change in
accounting estimates. The amortization expense on trademarks and franchise fees is recognized in
the consolidated statements of income under the general and administrative expense category
consistent with its function.

Software License. Software license is measured initially at cost which is the amount of the purchase
consideration. Following initial recognition, software license is carried at cost less accumulated
amortization and accumulated impairment losses, if any. The Group’s software license has a term of
five years and is amortized over such period using the straight‐line method. The useful life and
amortization method for software license are reviewed at least at each reporting date. A change in
the expected useful life or the expected pattern of consumption of future economic benefits
embodied in the software is accounted for by changing the useful life and amortization method,
as appropriate, and treated as a change in accounting estimates. The amortization expense on
software is recognized in the consolidated statements of income under general and administrative
expense category consistent with its function.

Brand Development Costs. Brand development costs pertain to capitalized expenditures incurred
for the development of methods and materials for use in the operation of the Group. Brand
development costs are measured on initial recognition at cost. Following initial recognition, brand
development costs are carried at cost less accumulated amortization and accumulated impairment
losses, if any. Amortization is recognized upon opening of new stores. Amortization is calculated on
a straight‐line basis over 10 years. During the period of development, the asset is tested for
impairment annually. The amortization expense on brand development costs is recognized in the
consolidated statements of income under the general and administrative expense category
consistent with its function.

Impairment of Nonfinancial Assets


The Group assesses at each reporting date whether there is an indication that nonfinancial assets
may be impaired. If any such indication exists, or when annual impairment testing for an asset is
required, the Group estimates the recoverable amount of these nonfinancial assets. An asset’s
recoverable amount is the higher of an asset’s or CGU’s fair value less costs of disposal and its value
in use and is determined for an individual asset, unless the asset does not generate cash inflows that
are largely independent of those from other assets or groups of assets. Where the carrying amount
of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written
down to its recoverable amount. In assessing value in use, the estimated future cash flows are
discounted to their present value using a discount rate that reflects current market assessments of
the time value of money and the risks specific to the asset. In determining fair value less costs of
disposal, an appropriate valuation model is used. Impairment losses are recognized in the
consolidated statements of income.
‐ 19 ‐

An assessment is made for nonfinancial assets at each reporting date to determine whether there is
any indication that previously recognized impairment losses may no longer exist or may have
decreased. If such indication exists, the Group makes an estimate of recoverable amount.
Any previously recognized impairment loss is reversed only if there has been a change in the
estimates used to determine the asset’s recoverable amount since the last impairment loss was
recognized. If that is the case, the carrying amount of the asset is increased to its recoverable
amount. That increased amount cannot exceed the carrying amount that would have been
determined, net of depreciation and amortization, had no impairment loss been recognized for the
asset in prior years. Such reversal is recognized in the consolidated statements of income.

Trademarks with Indefinite Useful Lives and Goodwill. Trademarks with indefinite useful lives and
goodwill are tested for impairment annually and when circumstances indicate that the carrying
amount may be impaired.

Impairment is determined for trademarks with indefinite useful lives and goodwill by assessing the
recoverable amount of each CGU, to which they relate. When the recoverable amount of the CGU is
less than its carrying amount, an impairment loss is recognized. Impairment losses relating to
trademarks with indefinite useful lives and goodwill cannot be reversed in future periods.

Capital Stock and Additional Paid‐in Capital


Capital stock is measured at par value for all shares issued. Additional paid‐in capital represents the
excess of the investors’ total contribution over the stated par value of shares. Incremental costs
directly attributable to the issue of new capital stock are shown in equity as a deduction, net of tax,
from the additional paid‐in capital, if any.

Treasury Stock
Treasury stock represents own equity instruments which are reacquired by the Group. These are
recognized at cost and 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. Any difference
between the carrying amount and the consideration, if reissued, is recognized as additional paid‐
in capital. Voting rights related to treasury shares are nullified and no dividends are allocated to
them.

Retained Earnings
Retained earnings include accumulated profits attributable to the Parent Company’s stockholders
and reduced by dividends. Dividends are recognized as liabilities and deducted from equity when
they are declared. Dividends for the year that are approved after the reporting date are dealt with
as an event after the reporting date. Retained earnings may also include effect of changes in
accounting policy as may be required by the transitional provisions of new and amended standards.

Other Comprehensive Income (Loss)


Other comprehensive income (loss) comprises items of income and expenses that are not
recognized in consolidated statements of income for the year. This includes cumulative
translation adjustments and remeasurement adjustments on net retirement liabilities and plan
assets, net of deferred income tax.
‐ 20 ‐

Shares Held by Subsidiaries


Shares of the Parent Company held by subsidiaries are carried at cost and are deducted from equity.
No gain or loss is recognized on the purchase, sale, issue or cancellation of the Parent Company’s
own equity instruments. When the shares are retired, the capital stock account is reduced by its par
value and the excess of cost over par value upon retirement is debited to additional paid‐in capital
to the extent of the specific or average additional paid‐in capital when the shares were issued and to
retained earnings for the remaining balance.

Revenue Recognition
Revenue from contract with customers is recognized when the performance obligation in the
contract has been satisfied, either at a point in time or over time, and when the control of goods or
services are transferred to the customer at an amount that reflects the consideration to which the
Group is entitled in exchange for said goods and services.

The Group also assesses its revenue arrangements to determine if it is acting as a principal or as an
agent. The Group has assessed that it acts as a principal in all of its revenue source.

The following specific recognition criteria must also be met before revenue is recognized.

Restaurant Sales. Revenue is recognized when the control is transferred to the customer, normally
when the related orders are served or delivered.

Commissary Sales. Revenue is recognized when the control is transferred to the customer,
normally, upon delivery of goods.

Initial Franchise Fees. Revenue is recognized upon the delivery to the franchisee of information and
materials pertaining to the restaurant system being franchised. The franchisee is granted the right
to use fully such information and materials at the time of the inception of the franchise agreement
for the purpose of planning its investment in the franchised restaurant.

Based on the terms of the franchise agreements executed prior to the initial application of PFRS 15,
the services that the Group provides in consideration of its receipt of initial franchise fees and
renewal fees from franchisees do not constitute performance obligations that are distinct and
separable from the grant of franchise rights. Thus, the revenues corresponding to the fees were
amortized over the term of the franchise agreements. PFRS 15 requires any unamortized portion of
the fees received to be presented in the consolidated statements financial position as a contract
liability.

Unamortized portion of the franchise fees and the excess of cash received from franchisees over
satisfied performance obligation or for which obligation has not yet been performed are recorded as
“Contract liabilities” account in the consolidated statements of financial position. Contract liabilities
are reduced by the amounts of revenue recognized over the term of the franchise.

Initial Support Services. Revenue is recognized when the Group has performed substantially all the
services to be rendered by the Group before the opening of stores as specified in the agreement.

Royalty and Continuing License Fees. This pertains to revenues from royalties and continuing license
fees. Revenue is recognized as the royalty accrues based on certain percentages of the franchisee’s
net sales during the term of the franchise.
‐ 21 ‐

Marketing Support. Revenue is recognized upon performance or rendering of actual service, taking
into consideration contractually defined terms and conditions.

The following specific recognition criteria must also be met before other revenue is recognized:

Rental Income. Rental income is recognized on a straight‐line basis over the lease term.

Interest Income. Revenue is recognized as the interest accrues using the effective interest rate
method.

Other Income. Other income is recognized when earned.

Cost and Expense Recognition


Costs and expenses are decreases in economic benefits during the accounting period in the form of
outflows or decrease of assets or incurrence of liabilities that result in decreases in equity,
other than those relating to distributions to equity participants.

Cost of Sales. Cost of sales mainly pertains to purchases of food and beverages, direct labor and
overhead directly attributable into the generation of sales. These are generally recognized when
related goods are sold.

Cost of Services. Cost of services is recognized as expense when the related services are rendered.

General and Administrative Expenses. General and administrative expenses represent costs of
administering the business and are recognized when the services are used or the expenses arise.

Sales and Marketing Expenses. Sales and marketing expenses, which represent advertising and
other selling costs, are generally expensed as incurred.

Finance Costs. Finance costs are recognized as the interest accrues using the effective interest rate
method.

Employee Benefits

Short‐term Benefits. The Group recognizes a liability net of amounts already paid and an expense
for services rendered by employees during the accounting period. A liability is also recognized for
the amount expected to be paid under short‐term cash bonus or profit sharing plans 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.

Short‐term employee benefit liabilities are measured on an undiscounted basis and are expensed as
the related service is provided.

Retirement Benefits. The net retirement liability or asset is the aggregate of the present value of the
defined benefit obligation at the end of the reporting period reduced by the fair value of plan assets,
adjusted for any effect of limiting a net defined benefit asset to the asset ceiling. The asset ceiling is
the present value of any economic benefits available in the form of refunds from the plan or
reductions in future contributions to the plan.

The cost of providing benefits under the defined benefit plans is actuarially determined using the
projected unit credit method.
‐ 22 ‐

Defined benefit costs comprise the following:

 Service cost
 Net interest on the net defined benefit liability or asset
 Remeasurements of net defined benefit liability or asset

Service costs which include current service costs, past service costs and gains or losses on
non‐routine settlements are recognized as expense in the consolidated statements of income.
Past service costs are recognized when plan amendment or curtailment occurs. These amounts are
calculated periodically by independent qualified actuaries.

Net interest on the net defined benefit liability or asset is the change during the period in the net
defined benefit liability or asset that arises from the passage of time which is determined by
applying the discount rate based on government bonds to the net defined benefit liability or asset
that have terms to maturity approximating the terms of the related retirement liability.

Net interest on the net defined benefit liability or asset is recognized as expense or income in the
consolidated statements of income.

Remeasurements comprising actuarial gains and losses, return on plan assets and any change in the
effect of the asset ceiling (excluding net interest on defined benefit liability) are recognized
immediately in OCI in the period in which these arise. Remeasurements are not reclassified to the
consolidated statements of income in subsequent periods.

Plan assets are assets that are held by the long‐term employee benefit fund. Plan assets are not
available to the creditors of the Group, nor can these be paid directly to the Group. Fair value of
plan assets is based on market price information. When no market price is available, the fair value
of plan assets is estimated by discounting expected future cash flows using a discount rate that
reflects both the risk associated with the plan assets and the maturity or expected disposal date of
those assets (or, if they have no maturity, the expected period until the settlement of the related
obligations). If the fair value of the plan assets is higher than the present value of the defined
benefit obligation, the measurement of the resulting defined benefit asset is limited to the present
value of economic benefits available in the form of refunds from the plan or reductions in future
contributions to the plan.

The Group’s right to be reimbursed of some or all of the expenditure required to settle a defined
benefit obligation is recognized as a separate asset at fair value when and only when reimbursement
is virtually certain.

Leases
The Group assesses whether the contracts is, or contains, a lease. To assess whether a contract
conveys the right to control the use of an identified assets for a period of time, the Group assesses
whether, throughout the period of use, it has both of the following:

i. the right to obtain substantially all of the economic benefits from the use of the identified
asset; and
ii. the right to direct the use of the identified asset.

If the Group has the right to control the use of an identified asset for only a portion of the term of
the contract, the contract contains a lease for that portion of the term.
‐ 23 ‐

The Group as a Lessee. Leases are recognized as a ROU asset and a corresponding liability at the
date at which the leased asset is available for use by the Group, except for leases with terms of 12
months or less (short‐term leases) and leases for which the underlying asset is of low value, in which
the case the lease payments are recognized as expense on a straight‐line basis.

ROU Assets. At commencement date, the Group measures ROU assets at cost. The cost comprises:

i. the amount of the initial measurement of lease liabilities;


ii. any lease payments made at or before the commencement date less any lease incentives
received;
iii. any initial direct costs; and
iv. an estimation of costs to be incurred by the Group in dismantling and removing the
underlying asset, when applicable.

The ROU assets are recognized at the present value of the liability at the commencement date of the
lease, adding any directly attributable costs. After the commencement date, the ROU assets are
carried at cost less any accumulated amortization and accumulated impairment losses, and adjusted
for any remeasurement of the related lease liabilities. The ROU assets are amortized over the lease
terms including renewals or the useful lives of the underlying assets ranging from 5 to 12 years.

Lease Liabilities. At commencement date, the Group measures a lease liability at the present value
of future lease payments using the interest rate implicit in the lease, if that rate can be readily
determined. Otherwise, the Group uses its incremental borrowing rate.

Lease payments included in the measurement of a lease liability comprise the following:

i. fixed payments, including in‐substance fixed payments;


ii. variable lease payments that depend on an index or a rate, initially measured using the
index or rate as at the commencement date;
iii. amounts expected to be payable by the lessee under residual value guarantees; and
iv. the exercise price under a purchase option that the Group is reasonably certain to exercise;
lease payments in an optional renewal period if the Group is reasonably certain to exercise
an extension option; and penalties for early termination of a lease unless the Group is
reasonably certain not to terminate early.

A lease liability is subsequently measured at amortized cost. Interest on the lease liability and any
variable lease payments not included in the measurement of lease liability are recognized in profit
or loss unless these are capitalized as costs of another asset. Variable lease payments not included
in the measurement of the lease liability are recognized in profit or loss when the event or condition
that triggers those payments occurs.

If there is a change in the lease term or if there is a change in the assessment of an option to
purchase the underlying asset, the lease liability is remeasured using a revised discount rate
considering the revised lease payments on the basis of the revised lease term or reflecting the
change in amounts payable under the purchase option. The lease liability is also remeasured using
the revised lease payments if there is a change in the amounts expected to be payable under a
residual value guarantee or a change in future lease payments resulting from a change in an index or
a rate used to determine those payments.
‐ 24 ‐

As a practical expedient, a lessee may elect not to assess whether a rent concession occurring as a
direct consequence of COVID‐19 pandemic is a lease modification and only if all of the following
conditions are met:

 The change in lease payments results in revised consideration for the lease that is
substantially the same as, or less than, the consideration for the lease immediately
preceding the change;
 Any reduction in lease payment affects only payments originally due on or before June 30,
2022; and
 There is no substantive change to other terms and conditions of the lease.

Rent concession from lessors were accounted for as “Gain on rent concessions” under “Other
income” account in the consolidated statements of income.

The Group as a Lessor. Leases where the Group retains substantially all the risks and benefits of
ownership of the asset are classified as operating leases. Initial direct costs incurred in negotiating
an operating lease are added to the carrying amount of the leased asset and recognized on a
straight‐line basis over the lease term on the same basis as rental income. Contingent rents are
recognized as revenue in the period in which these are earned.

Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that
necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized
as part of the cost of the respective assets. All other borrowing costs are expensed in the period
these occur. Borrowing costs consist of interest and other costs that an entity incurs in connection
with the borrowing of funds.

Foreign Currency Translation and Transactions


The functional currency of the entities of the Group is the Philippine Peso except for PHII and its
subsidiaries, eMax, M Food and SSI with United States dollar (US$), Alpha Max with Hong Kong
dollar (HK$), PHIM with Malaysian Ringgit (MYR) and eMax with Singapore dollar (SGD).
Each entity in the Group determines its own functional currency and items included in the financial
statements of each entity are measured using that functional currency.

The assets and liabilities of PHII, Alpha Max and eMax are translated into Philippine Peso at the rate
of exchange ruling at the reporting date and income and expenses are translated to Philippine Peso
at monthly average exchange rates. The exchange differences arising on the translation are taken
directly to OCI and presented as a separate component of equity under the “Cumulative translation
adjustments” account.

Transactions in foreign currencies are initially recorded using the prevailing exchange rate at the
date of transaction. Monetary assets and liabilities denominated in foreign currencies are restated
at the functional currency rate of exchange at the reporting date. All differences are taken to the
consolidated statements of income.

Income Taxes

Current Income Tax. Current income tax liabilities for the current and prior periods are measured at
the amount expected to be paid to the taxation authorities. The income tax rates used to compute
the amount are those that are enacted or substantively enacted at the reporting date.
‐ 25 ‐

Deferred Income Tax. Deferred income tax is provided on all temporary differences at the reporting
date between the tax bases of assets and liabilities and their carrying amounts for financial reporting
purposes.

Deferred income tax liabilities are recognized for all taxable temporary differences, except:

• where the deferred income 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

• in respect of taxable temporary differences associated with investments in subsidiaries,


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 income tax assets are recognized for all deductible temporary differences, carryforward of
unused tax credits from excess of minimum corporate income tax (MCIT) over regular corporate
income tax (RCIT) and unused net operating loss carryover (NOLCO) to the extent that it is probable
that taxable profit will be available against which the deductible temporary differences and
carryforward of unused tax credits from excess MCIT and unused NOLCO can be utilized, except:

• where the deferred income 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

• in respect of deductible temporary differences associated with investments in subsidiaries,


deferred income 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 income 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 income tax assets to be utilized. Unrecognized deferred income tax assets are
reassessed at each reporting date and are recognized to the extent that it has become probable that
future taxable profit will allow the deferred income tax assets to be recovered.

Deferred tax relating to items recognized outside profit or loss is recognized in the consolidated
statements of comprehensive income. Deferred tax items are recognized in correlation to the
underlying transactions either in other comprehensive income or directly in equity.

Deferred income tax assets and liabilities are measured at the tax rate that is expected to apply to
the period when the asset is realized or the liability is settled, based on tax rates that have been
enacted or substantively enacted at the reporting date.

Deferred income tax assets and deferred income tax liabilities are offset, if a legally enforceable
right exists to set off current income tax assets against current income tax liabilities and the
deferred income taxes relate to the same taxable entity and the same taxation authority.
‐ 26 ‐

Earnings (Loss) Per Share


Basic earnings (loss) per share is computed by dividing net income (loss) for the year attributable to
common shareholders by the weighted average number of common shares outstanding during the
year excluding shares held by subsidiaries, with retroactive adjustments for any stock dividends
declared and stock split.

Diluted earnings (loss) per share is calculated by adjusting the weighted average number of ordinary
shares outstanding to assume conversion of all dilutive potential ordinary shares.

Where the earnings (loss) per share effect of potential dilutive ordinary shares would be
anti‐dilutive, basic and diluted earnings (loss) per share are stated at the same amount.

Operating Segments
The Group operates using its different trade names wherein operating results are regularly
monitored by the chief operating decision maker (CODM) for the purpose of making decisions about
resource allocation and performance assessment. The Chief Executive Officer of the Group has been
identified as the CODM. However, as permitted by PFRS 8, Operating Segments, the Group has
aggregated these segments into a single operating segment to which it derives its revenues and
incurs expenses as these segments have the same economic characteristics and are similar in the
following respects:

a. the nature of products and services;


b. the nature of production processes;
c. the type or class of customer for the products and services; and
d. the methods used to distribute their products and services.

Related Parties
Parties are considered to be related if one party has the ability, directly or indirectly, to control the
other party, exercise significant influence over the other party in making financial and operating
decisions or a member of the key management personnel of the reporting entity. Parties are also
considered to be related if they are subject to common control or common significant influence.

An entity is also considered as a related party if the entity is a post‐employment benefit plan for the
benefit of employees of either the reporting entity or an entity related to the reporting entity. If the
reporting entity is itself such a plan, the sponsoring employers are also related to the reporting
entity.

Related party transactions consist of transfers of resources, services or obligations between the
Group and its related parties. Transactions between related parties are accounted for at arm's
length prices or on terms similar to those offered to non‐related parties in an economically
comparable market.

Related party transactions are considered material and/or significant if i) these transactions amount
to 10% or higher of the Group’s total assets or, ii) there are several transactions or a series of
transactions over a 12‐month period with the same related party amounting to 10% or higher of the
Group’s total assets. Details of transactions entered into by the Group with related parties are
reviewed in accordance with the Group's related party transactions policy.
‐ 27 ‐

Provisions
Provisions, if any, are recognized when the Group has a present obligation (legal or constructive) as a
result of a past event, it is probable that an outflow of resources embodying economic benefits will be
required to settle the obligation and a reliable estimate can be made of the amount of the
obligation. 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 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
a finance cost.

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

Events After the Reporting Date


Post year‐end events that provide additional information about the Group’s financial position at the
reporting date (adjusting events) are reflected in the consolidated financial statements. Post year‐
end events that are non‐adjusting events are disclosed in the notes to consolidated financial
statements when material.

3. Significant Judgment, Accounting Estimates and Assumptions

The preparation of consolidated financial statements requires management to exercise judgment,


make accounting estimates and assumptions that affect amounts reported in the consolidated
financial statements and related notes. The judgment and estimates used in the consolidated
financial statements are based upon management’s evaluation of relevant facts and circumstances
as of the date of the consolidated financial statements. Actual results could differ from such
estimates.

Judgment and estimates are continually evaluated and are based on historical experiences and
other factors, including expectations of future events that are believed to be reasonable under the
circumstances.

Judgment
In the process of applying the Group’s accounting policies, management has made the following
judgment, apart from those involving estimates, which have the most significant effect on the
amounts recognized in the consolidated financial statements.

Determining the Functional Currency. Management has determined that the functional currency of
the Parent Company and its Philippine‐based subsidiaries is the Philippine Peso, being the currency
of the primary environment in which the Parent Company and its major subsidiaries operate. The
functional currencies of its foreign operations are determined as the currency in the country where
the subsidiary operates. For consolidation purposes, the foreign subsidiaries’ balances are translated
to Philippine peso which is the Parent Company’s functional and presentation currency.
‐ 28 ‐

Assessing the Impact of the Coronavirus (COVID‐19) Pandemic. The Group has been, and continues
to be affected by the COVID‐19 pandemic and the government‐mandated lockdowns. Judgment has
been exercised in considering the impact of the COVID‐19 pandemic on the Group based on known
information. This consideration extends to the nature of the products and services offered,
customers, supply chain, staffing and geographic regions in which the Group operates.
Management’s assessment on the impact of the COVID‐19 pandemic as at and subsequent to
reporting date is disclosed in Note 1 to the consolidated financial statements.

Determining the Classification of Financial Instruments. The Group exercises professional judgment
in classifying financial instruments on initial recognition either as a financial asset or a financial
liability in accordance with the substance of the contractual arrangement and the definitions of a
financial asset, a financial liability or an equity instrument. The substance of a financial
instrument, rather than its legal form, governs its classification in the consolidated statements of
financial position.

The Group determines that the primary business model in relation to the management of its
financial assets is to hold the financial asset to collect contractual cash flows solely for principal and
interest.

Establishing Control over Subsidiaries. The Parent Company determines that it has control over its
subsidiaries by considering, among others, its power over the investee, exposure or rights to
variable returns from its involvement with the investee, and the ability to use its power over the
investee to affect its returns. The following factors are also considered:

 The contractual arrangement with the other vote holders of the investee
 Rights arising from other contractual agreements
 The Parent Company’s voting rights and potential voting rights

Classifying Lease Commitments ‐ Group as a Lessee. The Group has entered into commercial
property leases for its stores, commissary and administrative offices. For the Group’s non‐
cancellable lease, the Group recognizes ROU assets and lease liabilities measured at the present
value of lease payments to be made over the lease term using the Group’s incremental borrowing
rate. The Group elected to use the recognition exemptions for lease contracts that, at the
commencement date, have a lease term of 12 months or less and do not contain a purchase option
(“short‐term leases”) and leases for which the underlying asset is of low value. The related rent
expenses on these lease agreements are recognized in profit or loss on a straight‐line basis.

ROU assets amounted to P =1,496.4 million and P


=2,017.9 million as at December 31, 2021 and 2020,
respectively. Lease liabilities amounted to P =1,618.7 million and P
=2,146.2 million as at December 31,
2021 and 2020, respectively (see Note 25).

Classifying Lease Commitments ‐ Group as a Lessor. The Group entered into commercial property
sublease agreements. The Group has determined, based on the evaluation of terms and conditions
of agreement, that the lessor retains all the significant risks and rewards of ownership of the food
park spaces. Thus, the agreement is accounted for as an operating lease.
‐ 29 ‐

Identifying Performance Obligations and Timing of Satisfaction of Revenues. The Group enters into
contracts with its customers to sell goods where revenue from group‐owned outlets and sale of
goods are recognized. The Group determined that all the goods prior to transfer to its respective
customers are in its full ownership. The Group concluded that it transfers control over its goods and
services, at a point in time, upon receipt of the goods and services by the customer.

For revenue from franchise fee, the performance obligation under the franchise agreement is the
delivery to the franchisee of information and materials pertaining to the restaurant system
necessary to operate the franchise store, as this is deemed to be the time that the franchisee
obtains control of the promised goods and therefore the benefits of unimpeded access.
Accordingly, revenue is recognized upon the delivery of such information and materials. Revenue
from franchise fees amounted to P =425,850 million, P
=294,819 million and P
=635,220 million in 2021,
2020 and 2019, respectively (see Note 18).

Determining the Operating Segments. Although each trade name represents a separate operating
segment, management has concluded that there is basis for aggregation into a single operating
segment as allowed under PFRS 8 because the segments have similar characteristics. This is
evidenced by a consistent range of gross margin across all brand outlets. Moreover, all the trade
names have the following business characteristics:

(a) Similar nature of products/services offered and methods to distribute products and provide
services, that is, food service through casual dining experience;
(b) Similar nature of production processes through establishment of central commissary that caters
to all brands for all store outlets of the Group;
(c) Similar class of target customers; and
(d) Primary place of operations.

Estimates and Assumptions


The key assumptions concerning the future and other key sources of estimation uncertainty at the
financial reporting date that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year are discussed below.

Assessing the Expected Credit Losses on Financial Assets at Amortized Cost. The Group estimates
expected credit losses on trade receivables from restaurant, commissary sales and franchise fees
using a provision matrix that is based on days past due for groupings of various customer
segments that have similar loss patterns. Depending on the diversity of its debtor’s base,
the Group uses its historical credit loss experience adjusted for forward‐looking factors,
as appropriate.

For other financial assets at amortized cost, the Group applies the general approach in measuring
the expected credit losses. The Group assessed that cash and cash equivalents are deposited with
reputable counterparty banks that possess good credit ratings. For security deposits on lease
contracts, utilities and other deposits, the Group considered the financial capacity of the lessors
to refund the deposits once the lease agreement has been terminated. For receivable from
disposal of interest and other current and noncurrent receivables, the Group considered the
mitigation of credit exposure through legally enforceable rights.
‐ 30 ‐

The Group assesses that a financial asset is considered credit impaired when one or more events
that have a detrimental effect on the estimated future cash flows of the asset have occurred such
as significant financial difficulty on the part of the franchisee or debtor cessation of operations.
Furthermore, management’s assessment of expected credit loss on the Group’s financial assets at
amortized cost as at December 31, 2020 includes consideration on the impact of the COVID‐19
pandemic to the Group.

Provision for ECL on financial assets at amortized cost amounted to nil, P


=170.0 million and
P
=11.3 million in 2021, 2020 and 2019, respectively (see Note 21).

The carrying amounts of financial assets at amortized cost are as follows:

(In Thousands)
Note 2021 2020
Cash in banks and cash equivalents 5 P
=1,042,941 P
=847,241
Trade and other receivables* 6 1,203,339 1,279,440
Security deposits on lease contracts 25 548,023 514,648
Utilities and other deposits 12 73,428 79,119
Other noncurrent receivables 12 16,755 41,111
*Excluding advances to officers and employees amounting to P
=88.2 million and P
=64.4 million as at December 31, 2021 and 2020, respectively.

Estimating the Allowance for Inventory Obsolescence. The Group estimates the allowance for
inventory losses related to store and kitchen supplies and equipment whenever the realizable value
of these inventories becomes lower than cost due to damage, physical deterioration or
obsolescence. Due to the nature of the food, beverages and processed inventories, the Group
conducts monthly inventory count and any resulting difference from quantities that are currently
recognized is charged to expense or related provision, as applicable.

Normal spoilage costs incurred in the operations are charged to cost of goods sold. Inventories
carried at the lower cost and NRV and amounted to P =575.7 million and P
=365.2 million as at
December 31, 2021 and 2020, respectively (see Note 7).

Estimating the Useful Lives of Property, plant and Equipment (Excluding Land), Intangible Assets with
Definite Useful Lives and Investment Properties. The Group reviews annually the estimated useful
lives of property, plant and equipment (excluding land), intangible assets with definite useful lives
and investment properties based on expected asset utilization as anchored on business plans and
strategies that also consider expected future technological developments and market behavior.
The estimated useful lives 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 these assets. In addition, estimation of the useful lives is based on
collective assessment of industry practice, internal technical evaluation and experience with similar
assets. It is possible that future results of operations could be materially affected by changes in
these estimates brought about by changes in the factors mentioned. The amount and timing of
recorded expenses for any period would be affected by changes in these factors and circumstances.

In 2020, the Group accelerated depreciation and amortization of certain property, plant and
equipment in closed stores amounting to P =600.8 million (see Note 1). There were no changes in the
estimated useful lives of property, plant and equipment (excluding land), investment properties and
intangible assets with definite useful lives in 2021 and 2019.
‐ 31 ‐

The carrying amounts of these assets are as follows:

(In Thousands)
Note 2021 2020
Property, plant and equipment* 9 P
=3,109,080 P
=3,102,952
Investment properties* 10 319 421
Intangible assets** 11 350,391 370,679
*Excluding land.
**Excluding goodwill and trademarks with indefinite useful lives.

Assessing Nonfinancial Assets for Impairment. The Group also assesses impairment on nonfinancial
assets whenever 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 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.

In determining the present value of estimated future cash flows expected to be generated from the
continued use of the assets, the Group is required to make professional judgments and estimates
that can materially affect the consolidated financial statements. The Group determined the
recoverable amounts of CGUs based on the higher of fair value less costs of disposal and value in use
calculation using zero terminal growth rate and discount rate of 7.30% in 2021 and 9.97% in 2020.
In estimating future cash flows, management considered the impact of the COVID‐19 pandemic to
the Group’s business operations.

Provision for impairment loss on the Group’s prepayments amounted P =4.4 million in 2020
(see Note 8). No provision for impairment was recognized in 2021 and 2019.

The carrying amounts of nonfinancial assets as at December 31, 2021 and 2020 are as follows:

(In Thousands)
Note 2021 2020
Property, plant and equipment 9 P
=3,303,147 P
=3,297,019
Investment properties 10 273,366 517,818
Intangible assets* 11 350,391 370,679
Prepayments and other current assets 8 257,763 219,313
Deferred input VAT 12 109,356 112,936
*Excluding trademarks with indefinite useful lives and goodwill.
‐ 32 ‐

Assessing the Impairment of Trademarks with Indefinite Useful Lives and Goodwill. The Group tests
annually whether any impairment in trademarks with indefinite useful lives and goodwill is to be
recognized, in accordance with the related accounting policy in Note 2. In estimating future cash
flows, management considered the negative economic impact of the COVID‐19 pandemic in the
Group’s current and future business operations. The recoverable amounts of CGUs have been
determined based on the higher of fair value less costs of disposal and value in use calculations
which require the use of estimates. The Group used zero terminal growth rates in 2021, 2020 and
2019, and discount rates of 7.3%, 9.97% and 13.49% in 2021, 2020 and 2019, respectively. Based on
the impairment testing conducted, the recoverable amounts of the CGUs as at December 31, 2021
and 2020 calculated based on value in use are greater than the corresponding carrying amounts
(including goodwill) of the CGUs as at the same dates.

No provision for impairment loss on trademarks with indefinite useful lives and goodwill was
recognized in 2021, 2020 and 2019. The aggregate carrying amount of trademarks with indefinite
useful lives and goodwill amounted to P =4,524.5 million as at December 31, 2021 and 2020
(see Note 11).

Estimating the Retirement Benefit Liabilities. The determination of the Group’s obligation and
pension cost is dependent on the selection of certain assumptions used in calculating such amounts,
which are described in Note 15 to the consolidated financial statements.

Retirement benefit costs amounted to P=71.1 million, P=56.4 million and P


=39.2 million in 2021, 2020
and 2019, respectively. Net retirement plan assets amounted to P =20.9 million as at December 31,
2021 is presented under “Other noncurrent assets” account (see Note 12). Net retirement liabilities
amounted to P=313.6 million and P
=623.2 million as at December 31, 2021 and 2020, respectively (see
Note 15).

Assessing the Realizability of Deferred Income Tax Assets. The Group reviews the carrying amounts
of deferred income tax assets at each reporting date and reduces the amounts to the extent that it
is no longer probable that sufficient taxable profit will be available to allow all or part of the
deferred income tax assets to be utilized in the future. The amount of deferred income tax assets
that are recognized is based upon the likely timing and level of future taxable profits, considering
the impact of the COVID‐19 pandemic, together with future tax planning strategies to which the
deferred income tax assets can be utilized.

The Group has unrecognized deferred income tax assets with gross carrying amount of P =5.5 million
and P=25.8 million as at December 31, 2021 and 2020, respectively (see Note 23). Management
believes that it is not probable that sufficient taxable income will be available to allow all of the
deferred tax assets to be utilized.

The carrying amount of deferred income tax assets amounted to P


=787.8 million and P
=1,088.3 million
as at December 31, 2021 and 2020, respectively (see Note 23).

Estimating Contingencies. The estimate of probable costs for the resolution of possible claims has
been developed in consultation with the internal and external counsel handling the Group’s defense
in these matters and is based upon analysis of potential results. No provision for probable losses
arising from legal contingencies was recognized in the Group’s consolidated financial statements as
at December 31, 2021 and 2020 (see Note 30).
‐ 33 ‐

4. Partly‐Owned Subsidiaries and Disposal of Subsidiaries

Partly‐Owned Subsidiaries
As at December 31, 2021 and 2020, there are 15 subsidiaries in the Group with non‐controlling
interests. Related information is no longer disclosed due to immateriality.

Disposal of MGOC
In December 2020, the Parent Company entered into a share purchase agreement to sell its 100%
investment in shares of MGOC for P =640.0 million, subject to certain conditions to recognize the sale.
In 2020, the Parent Company received cash as deposit amounting to P =320.0 million and recorded
receivable amounting to P =320.0 million which was recorded under “Receivable from sale of a
subsidiary” account under “Trade and other receivables” account (see Note 6). Furthermore, the
Parent Company recorded a liability amounting to P =640.0 million recorded under “Deposits from
sale of a subsidiary” as part of “Trade and other payables” account as at December 31, 2020 (see
Note 13).

On March 9, 2021, the Parent Company completed the sale and recognized gain on sale amounting
to P
=377.0 million presented as part of “Gain on disposal of assets” account (see Note 22). The
remaining receivable from sale amounting to P =192.0 million will be collected upon turnover of the
certificate authorizing registration of shares (see Note 6).

Disposal of Room Ventures Corp. (RVC)


In 2019, the Parent Company sold its 100% ownership interest in RVC for P
=240.0 million. The
carrying amount of net assets as at disposal date and related loss on disposal amounted to
P
=225.5 million and P
=14.5 million, respectively (see Note 22).

5. Cash and Cash Equivalents

This account consists of:

(In Thousands)
2021 2020
Cash on hand P
=37,616 P
=35,102
Cash in banks 860,242 315,590
Cash equivalents 182,699 531,651
P
=1,080,557 =882,343
P

Cash on hand consists of funds kept in different branches. Cash in banks earn interest at the
prevailing bank deposit rates. Cash equivalents include demand deposits which can be withdrawn at
any time depending on the immediate cash requirements of the Group and earn interest at the
prevailing short‐term investment rates.

Interest income earned from cash in banks and cash equivalents amounted to P =0.4 million,
P
=1.1 million and P
=1.7 million in 2021, 2020 and 2019, respectively (see Note 22).
‐ 34 ‐

6. Trade and Other Receivables

This account consists of:

(In Thousands)
Note 2021 2020
Trade P
=623,313 =445,699
P
Nontrade 474,343 503,601
Receivable from sale of a subsidiary 4 192,000 320,000
Receivable from disposal of interest 143,571 143,571
Receivable from franchisees 143,500 239,957
Due from stockholders 16 133,411 133,411
Advances to officers and employees 88,229 64,413
Receivable from sale of asset group 52,922 52,922
1,851,289 1,903,574
Less allowance for impairment losses of
advances to suppliers 559,721 559,721
P
=1,291,568 P
=1,343,853

Trade receivables, which include credit card receivables and commissary sales billed to franchisees,
are secured, noninterest‐bearing and are normally settled on a 15‐30 day term. The franchisees
provide certain amount of deposits as guarantee on the receivables. These deposits are presented
under “Trade and other payables” account in the consolidated statements of financial position
(see Note 13). The deposits are applied against the franchisees’ overdue purchases.

Nontrade receivables pertain to royalties and service fees, among others. These are secured,
noninterest‐bearing and are normally settled on a 15‐30 day term.

Receivable from franchisees primarily pertain to the conversion of group‐owned stores to franchised
stores and to noninterest‐bearing reimbursable costs incidental to the operations of the franchised
stores and are normally settled within a year.

Advances to officers and employees are noninterest‐bearing and are settled through liquidation and
salary deduction for a specified period of time.

Receivable from sale of asset group represents outstanding receivable from the sale, assignment
and transfer of the net assets attributable to certain entities and a portion of property, plant and
equipment relating to the group‐owned outlets in 2010. As at December 31, 2021 and 2020, this
receivable is fully provided with allowance for impairment losses.

Movements of allowance for impairment losses are as follows:

(In Thousands)
Note 2021 2020 2019
Balance at beginning of year P
=559,721 =502,643
P P
=491,349
Restructuring costs 21 – 59,675 –
Provision 20 – – 11,294
Write‐off – (2,597) –
Balance at end of year P
=559,721 =559,721
P P
=502,643
‐ 35 ‐

7. Inventories
Inventories carried at cost consist of:

(In Thousands)
2021 2020
Food, beverages and processed inventories P
=447,202 P
=284,250
Store and kitchen supplies and equipment 128,535 80,941
P
=575,737 P
=365,191

Costs of inventories charged to cost of sales are as follows (see Note 19):

(In Thousands)
2021 2020 2019
Food and beverages P
=2,686,492 P
=2,746,443 P
=5,404,829
Supplies and equipment sold 14,193 10,847 51,827
P
=2,700,685 P
=2,757,290 P
=5,456,656

As at December 31, 2021 and 2020, the costs of inventories are lower than the NRV.

8. Prepaid Expenses and Other Current Assets


This account consists of:

(In Thousands)
2021 2020
CWTs P
=111,793 P
=85,976
Advances to suppliers 91,953 78,369
Prepayments 43,401 28,450
Input VAT 18,389 34,385
Others 1,598 1,502
267,134 228,682
Less allowance for impairment losses 9,371 9,371
P
=257,763 =219,311
P

Advances to suppliers pertain to advance payments for goods pending delivery.

Prepayments consist mainly of rent, insurance, taxes and marketing expenses such as billboard
rentals, sponsorship and events that are being amortized for one year or less. In 2020, the Group
made direct write‐offs on prepayments amounting to P =47.7 million which were recorded as part of
the restructuring costs (see Note 21).

Others mainly include unused office supplies and advanced freight costs.
‐ 36 ‐

Movement in the allowance for impairment losses are as follows:

(In Thousands)
Note 2021 2020 2019
Balance at beginning of the year P
=9,371 P
=4,971 P
=4,971
Restructuring costs 21 – 4,400 –
Balance at end of the year P
=9,371 P
=9,371 P
=4,971

9. Property, Plant and Equipment

Balances and movements of this account consist of:

(In Thousands)
2021
Store and Furniture,
Plant and Leasehold Kitchen Fixtures and Transportation Construction
Land Building Improvements Equipment Equipment Equipment In‐Progress Total
Cost
Balances at beginning
of year P
=194,067 P
=82,966 P
=3,908,871 P
=1,904,659 P
=978,402 P
=220,012 P
=1,292,803 P
=8,581,780
Additions – 38,291 18,471 20,009 19,617 – 283,352 379,740
Disposals – – (276,717) (31,573) (75,219) (7,217) – (390,726)
Transfers – 1,341,500 101,403 92,190 521 – (1,535,614) –‐
Balances at end of year 194,067 1,462,757 3,752,028 1,985,285 923,321 212,795 40,541 8,570,794
Accumulated Depreciation
and Amortization
Balances at beginning
of year – 82,545 2,749,252 1,374,294 867,944 210,726 – 5,284,761
Depreciation and
amortization – 29,786 172,658 102,646 49,126 4,206 – 358,422
Disposals – – (267,297) (26,169) (74,876) (7,194) – (375,536)
Balances at end of year – 112,331 2,654,613 1,450,771 842,194 207,738 – 5,267,647
Net Carrying Amount P
=194,067 P
=1,350,426 P
=1,097,415 P
=534,514 P
=81,127 P
=5,057 P
=40,541 P
=3,303,147

(In Thousands)
2020
Store and Furniture,
Leasehold Kitchen Fixtures and Transportation Construction
Land Building Improvements Equipment Equipment Equipment In‐Progress Total
Cost
Balances at beginning
of year P
=193,389 P
=69,161 P
=3,779,344 P
=1,957,389 P
=1,033,718 P
=229,779 P
=842,600 P
=8,105,380
Additions 678 13,805 119,192 8,039 8,826 – 479,910 630,450
Disposals – – (19,372) (60,769) (64,142) (9,767) – (154,050)
Transfers – – 29,707 – – – (29,707) –
Balances at end of year 194,067 82,966 3,908,871 1,904,659 978,402 220,012 1,292,803 8,581,780
Accumulated Depreciation
and Amortization
Balances at beginning
of year – 56,055 2,090,522 1,282,875 778,800 209,979 – 4,418,231
Restructuring costs – – 430,780 79,913 90,104 – – 600,797
Depreciation and
amortization – 26,490 247,322 71,928 60,715 8,336 – 414,791
Disposals – – (19,372) (60,422) (61,675) (7,589) – (149,058)
Balances at end of year – 82,545 2,749,252 1,374,294 867,944 210,726 – 5,284,761
Net Carrying Amount P
=194,067 P
=421 P
=1,159,619 P
=530,365 P
=110,458 P
=9,286 P
=1,292,803 P
=3,297,019

Construction‐in‐progress pertains to a commissary plant in Carmona, Cavite which was completed in


2021. Total contractual commitments related to the construction‐in‐progress amounted to
P
=1,247.8 million as at December 31, 2020 (excluding supplementary contracts with certain
suppliers). No material contractual commitments as at December 31, 2021 since the commissary
plant has been completed in 2021.
‐ 37 ‐

On November 14, 2019, No Bia entered into a long‐term debt agreement for P =1,000.0 million with a
local bank to finance the construction of the commissary (see Note 14). Capitalized borrowing cost
in relation to this loan amounted to P=54.6 million, P =23.5 million in 2021, 2020 and
=35.6 million, P
2019, respectively.

In 2020, the Group has impaired certain property, plant and equipment amounting to P
=600.8 million
which was recognized as part of restructuring costs (see Note 1).

In 2021, 2020 and 2019, the recognized gain on disposal of property, plant and equipment and
investment properties amounting to P =439.1 million, P
=4.5 million and P=327.6 million, respectively,
were presented as part of “Net gain on disposal of assets” account (see Note 22).

Cost of fully depreciated property, plant and equipment that are still used in operations amounted
to P =3,713.5 million as at December 31, 2021 and 2020, respectively.
=3,588.9 million and P

Depreciation and amortization charged to profit or loss are as follows:

(In Thousands)
Note 2021 2020 2019
ROU assets 25 P
=590,872 P
=748,580 P
=874,843
Property, plant and equipment ‐
restructuring costs 1 – 600,797 –
Property, plant and equipment 358,422 414,791 458,392
Intangible assets 11 53,556 51,626 51,090
Investment properties 10 102 88 86
P
=1,002,952 P
=1,815,882 P
=1,384,411

10. Investment Properties

Movements in investment properties are as follows:

(In Thousands)
2021
Building and Condominium
Land Improvements Units Total
Cost
Balances at beginning of year P
=517,397 P
=7,455 P
=2,969 P
=527,821
Disposal (244,350) – – (244,350)
Balances at end of year 273,047 7,455 2,969 283,471
Accumulated Depreciation
Balances at beginning and end of year – 7,034 2,969 10,003
Depreciation – 102 ‐ 102
Balances at end of year – 7,136 2,969 10,105
Net Carrying Amount P
=273,047 P
=319 P
=– P
=273,366
‐ 38 ‐

(In Thousands)
2020
Building and Condominium
Land Improvements Units Total
Cost
Balances at beginning and end of year P
=517,397 P
=7,455 P
=2,969 P
=527,821
Accumulated Depreciation
Balances at beginning and end of year – 6,946 2,969 9,915
Depreciation – 88 – 88
Balances at end of year – 7,034 2,969 10,003
Net Carrying Amount P
=517,397 P=421 P
=– P
=517,818

Investment properties were initially measured at their acquisition‐date fair values but subsequently
measured at cost less accumulated depreciation.

As discussed in Note 4 to the consolidated financial statements, the Parent Company sold shares of
stock of MGOC which owned investment property amounting to P =244.4 million.

In 2019, the recognized gain on disposal of investment properties amounting to P


=42.4 million was
presented as part of “Net gain on disposal of assets” account (see Note 9).

Rent income earned from investment properties amounting to P =2.4 million, P


=6.8 million and
=6.6 million in 2021, 2020 and 2019, respectively, was presented as part of rental income under
P
“Other income” account in the consolidated statements of income (see Note 22).

Direct costs related to rental income from investment properties amounted to P


=0.8 million,
P
=1.2 million and P
=1.1 million in 2021, 2020 and 2019, respectively.

The fair value of the investment properties is estimated at P


=314.1 million and P
=558.5 million as at
December 31, 2021 and 2020, respectively.

The fair value measurement is categorized as Level 3 (significant unobservable inputs) using Market
Approach. Management assessed that there were no conditions present in 2021, 2020 and 2019
that would significantly reduce the appraisal value of the investment properties.

The unobservable inputs to determine the market value of the investment properties include
location characteristics, size, time element, quality and marketability. In the absence of appraisal
report, the references are made to statutory publication of current values.

11. Intangible Assets


This account consists of:

(In Thousands)
2021 2020
Trademarks P
=2,703,059 P
=2,714,747
Goodwill 1,964,379 1,964,379
Franchise fees 86,368 108,172
Software license 98,990 83,327
Brand development costs 22,128 24,587
P
=4,874,924 P
=4,895,212
‐ 39 ‐

Trademarks, Franchise Fees, Software License and Brand Development Costs


Movements of trademarks, franchise fees, software license and brand developments costs are as
follows:

(In Thousands)
2021
Brand
Franchise Software Development
Note Trademarks Fees License Costs Total
Cost
Balances at beginning of year P
=2,924,298 P
=229,063 P
=225,302 P
=24,587 P
=3,403,250
Additions 776 – 32,492 – 33,268
Balances at end of year 2,925,074 229,063 257,794 24,587 3,436,518
Accumulated Amortization
Balances at beginning of year 209,551 120,891 141,975 – 472,417
Amortization 9 12,464 21,804 16,829 2,459 53,556
Balances at end of year 222,015 142,695 158,804 2,459 525,973
Net Carrying Amount P
=2,703,059 P
=86,368 P
=98,990 P
=22,128 P
=2,910,545

(In Thousands)
2020
Brand
Franchise Software Development
Note Trademarks Fees License Costs Total
Cost
Balances at beginning of year P
=2,921,213 P
=255,609 P
= 201,013 P
=4,522 P
=3,382,357
Additions 3,085 2,307 24,333 24,587 54,312
Disposals – (28,853) (44) (4,522) (33,419)
Balances at end of year 2,924,298 229,063 225,302 24,587 3,403,250
Accumulated Amortization
Balances at beginning of year 197,014 103,580 120,241 4,522 425,357
Amortization 9 12,537 17,311 21,778 – 51,626
Disposals – – (44) (4,522) (4,566)
Balances at end of year 209,551 120,891 141,975 – 472,417
Net Carrying Amount P
=2,714,747 P
=108,172 P
=83,327 P
=24,587 P
=2,930,833

Trademarks acquired through business combination have been attributed to the following brands:

(In Thousands)
2021 2020
With Indefinite Useful Lives:
Max’s P
=2,405,000 P
=2,405,000
eMax 104,154 104,154
Max’s Corner Bakeshop 51,000 51,000
With Definite Useful Lives:
Teriyaki Boy 91,423 98,236
Pancake House 51,481 56,357
P
=2,703,058 P
=2,714,747

Trademarks and franchise fees arising from business combination were adjusted to their
corresponding fair values as required by PFRS 3, Business Combinations. The fair values were
determined using a combination of valuation approaches such as the Multi‐Period Excess Earnings
Method (MPEEM) and Relief from Royalty Method (RFR), which are both income approaches and
measured at Level 3 (significant unobservable inputs).
‐ 40 ‐

Valuation using RFR


Revenues from franchise and royalty fees, which contribute to the total value of the Max’s
trademark, were subjected to the RFR method. The RFR method determines the value of the
intangible asset as the present value of the cost savings realized as a result of not having to pay a
stream of royalty payments to another party. These cost savings are calculated based on the
hypothetical royalty payment that a licensee would be required to pay in exchange for the use of the
asset, reduced by the tax savings realized by the licensee on the royalty payments.

The following are the key inputs used for the valuation of the intangible assets using RFR:

a. Prospective financial information ‐ Management‐prepared prospective financial information for


the prospective revenues and earnings relating to the intangible assets.

b. Royalty rate ‐ In estimating a hypothetical rate, certain qualitative factors and the existing royalty
agreements were considered. The qualitative factors include age longevity, consumer
recognition, market share, profitability and growth and geographic coverage among others.

c. Discount rate ‐ The discount rate used in computing the present value of the incremental after‐
tax cash flows based on a computed required return of the intangible asset.

Valuation using MPEEM


The Group’s trademarks on eMax and Max’s Corner Bakeshop, and franchise fees on Krispy Kreme
and Jamba Juice, were valued using the MPEEM approach. The MPEEM determines the value of an
intangible asset by discounting the incremental after‐tax cash flows attributable only to the
intangible asset. The net cash flows attributable to the intangible asset is based on a forecast of its
related cash inflows and outflows, less contributory asset charges (CAC) for economic returns of and
returns on all monetary, tangible, and other intangible assets necessary to realizing the cash flows.

The following are the key inputs used for the valuation of the intangible assets using the MPEEM:

a. Prospective financial information ‐ Management‐prepared prospective financial information for


the prospective revenues and earnings relating to the intangible assets.

b. CAC ‐ Charges based on the normalized fair market values of the contributing assets and the
amount of return each asset class would require from the viewpoint of a market participant.

c. Discount rate ‐ The discount rate used in computing the present value of the incremental after‐
tax cash flows based on a computed required return of the intangible asset.

A summary of the significant unobservable inputs used in RFR and MPEEM is shown below.

Max’s MCB eMax Krispy Kreme


Terminal growth rate 3.7% 3.7% 1.9% Not applicable
Contributory asset charges*:
Fixed assets 19.3% 4.2% 9.5% 21.9%
Land 1.7% Not applicable Not applicable 0.1%
Assembled workforce 0.2% 0.01% Not applicable 0.3%
Discount rate 15.8% 16.8% 19.0% 16.8%
*Percentage of Revenues
‐ 41 ‐

Goodwill
Goodwill acquired through business combination has been attributed to the following brands which
are considered to be separate CGUs of the Group:

(In Thousands)
2021 2020
Krispy Kreme P
=743,665 P
=743,665
Yellow Cab 708,785 708,785
Max’s 255,909 255,909
MCB 122,786 122,786
Global Max 72,579 72,579
Dencio’s 60,655 60,655
P
=1,964,379 P
=1,964,379

As at December 31, 2021 and 2020, the recoverable amount of each CGU calculated through
value in use exceeded the carrying amount of the CGU including goodwill. Value in use was derived
using cash flow projections based on financial budgets approved by senior management covering a
five‐year period. Cash flows beyond the five‐year period are extrapolated using a zero percent
growth rate. Discount rate applied to the cash flow projections in determining recoverable amount
is 7.30%, 9.97% and 13.49% in 2021, 2020 and 2019, respectively.

The calculations of value in use of goodwill are most sensitive to the following assumptions:

a. Discount rates ‐ Discount rates were derived from the Group’s weighted average cost of capital
and reflect management’s estimate of risks within the CGUs. This is the benchmark 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, ten‐year government bond yield, bank lending rates and market
risk premium and country risk premium.

b. Growth rate estimates ‐ The long‐term rate used to extrapolate the budget for the investee
companies 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 budget.

Sensitivity Analysis. Generally, an increase (decrease) in the incremental after‐tax cash flows will
result in an increase (decrease) in the fair value of intangible assets. An increase (decrease) in
discount rate will result in a decrease (increase) in the fair value of intangible assets.
‐ 42 ‐

12. Other Noncurrent Assets

This account consists of:

(In Thousands)
Note 2021 2020
Deferred input VAT P
=109,356 P
=112,936
Utilities and other deposits 73,428 79,119
Net retirement plan assets 15 20,931 –
Other noncurrent receivables 41,220 65,576
244,935 257,631
Allowance for impairment losses of noncurrent
receivables 24,465 24,465
P
=220,470 P
=233,166

13. Trade and Other Payables

This account consists of:

(In Thousands)
Note 2021 2020
Trade P
=751,181 P
=657,855
Nontrade 481,350 539,860
Accrued expenses:
Service and professional fees 259,190 168,225
Utilities 158,601 170,136
Accrued rent and other accruals 149,969 160,847
Payroll and employee benefits 141,598 136,581
Inventories and supplies 128,637 90,555
Advertising and marketing 126,289 93,548
Freight and trucking 88,839 60,285
Repairs and maintenance 54,178 37,166
Statutory liabilities 178,274 123,145
Deposits 142,128 159,238
Construction cost 140,470 –
Contract retention 50,007 59,729
Gift certificates payable 33,436 23,388
Current portion of contract liabilities 9,631 39,466
Provision for share in equity in net losses of a
joint venture 3,115 3,115
Deposits from sale of a subsidiary 4 – 640,000
Others 151,536 118,841
P
=3,048,429 P
=3,281,980

Trade payables are noninterest‐bearing and are generally on 30‐60 day term.
‐ 43 ‐

Nontrade payables mainly pertain to the unpaid billings from contractors for the construction of
new stores and for various renovation activities on existing stores and unpaid billing from agencies
for contractual personnel requirements, among others. These are normally settled within the next
financial year. Part of this group of expenses is contractual labor which are paid within 30 days.

Accrued expenses include Group purchases of goods and services that are already received as at
reporting date such as electricity and other utilities, among others, but have not yet been billed,
payroll and other benefits as at cut‐off date that are not yet due for payment.

Statutory liabilities consist of withholding taxes and other payables to government agencies which
are payable within 30 days.

Deposits include deposits on purchase of ingredients representing the amount received by the
Group from its franchisees as stipulated in the franchise agreements equivalent to 40% of the
projected 15‐day food and beverage sales to cover for all the ingredients initially advanced by the
Group for the commencement of the franchise outlets’ commercial operations. These are carried at
cost and subject to a semi‐annual review and is correspondingly adjusted based on the revised
projected monthly sales of the franchise outlet.

Contract retention payable is the amount withheld by the Group from the billings of contractors as
security in case the Group incurs costs during the defects and liability period for the works done,
which is usually defined after a project’s completion. This is subsequently released to the
contractors after the said period.

Contract liabilities are the unamortized portion of franchise fees received from the franchisees and
are amortized over the term of the franchise. Noncurrent portion of the contract liabilities
amounted to P =64.3 million and P
=47.3 million as at December 31, 2021 and 2020, respectively.

Gift certificates payable pertains to issued gift certificates but not yet redeemed.

14. Borrowings and Finance Costs

This account consists of:

(In Thousands)
2021 2020
Current
Short‐term loans P
=550,360 P
=1,604,360
Revolving promissory notes 280,000 60,000
830,360 1,664,360
Current portion of long‐term debt 576,500 407,000
1,406,860 2,071,360
Noncurrent
Long‐term debt ‐ net of current portion 3,089,076 2,497,579
P
=4,495,936 P
=4,568,939
‐ 44 ‐

Short‐term Loans
The Group obtained Peso‐denominated short‐term loans from local banks to finance its working
capital requirements. The loans will mature within 12 months from the time of availment.

Revolving Promissory Notes


The Group has revolving promissory notes from a local bank amounting to P
=280.0 million and
P
=60.0 million as at December 31, 2021 and 2020, respectively. These notes are payable in
6 to 12 months.

Annual interest rates of short‐term loans and revolving promissory notes are as follows:

Short‐term Revolving
Loans Promissory Notes
2021 3.7% to 4.5% 3.8% to 4.3%
2020 4.5% to 5.75% 3% to 6%
2019 4% to 7% 3% to 6%

Long‐term Debt
The Group obtained Peso‐denominated long‐term facilities from local banks to finance working
capital and capital expenditure for its expansion as follows:

(In Thousands)
2021 2020
Development Bank of the Philippines (DBP) P
=1,943,500 P
=2,000,000
Bank of the Philippine Islands (BPI) 1,231,000 407,000
Banco de Oro (BDO) 483,000 483,000
Others 27,306 27,136
3,684,806 2,917,136
Less debt issue costs 19,230 12,557
3,665,576 2,904,579
Less current portion 576,500 407,000
Noncurrent portion P
=3,089,076 P
=2,497,579

Long‐term Loan with DBP


On November 14, 2019, the Parent Company and No Bia both availed of a long‐term debt
amounting to P =1,000.0 million each with DBP. The proceeds of the loan were used by the Parent
Company to finance the capital expenditures of the Group while No Bia used the loan to finance the
ongoing construction of the commissary plant in Carmona, Cavite (see Note 9). Both long‐term
debts bear an interest of 4.625% per annum which will mature on November 15, 2024 for the Parent
Company and on November 18, 2029 for No Bia.

Except for the commercial terms of the loan agreements and required financial ratios, the long‐term
loan agreements do not impose any significant financial or non‐financial covenants to the Group.
DBP has granted the Group waiver of compliance of financial ratios for the relevant periods based
on the loan agreements until 2021. As at December 31, 2021, the Group has complied with its debt
covenants. The loan is secured by the Continuing Suretyship of the Parent Company.
‐ 45 ‐

Long‐term Loan with BDO


On April 7, 2015, the Parent Company availed of a P =1,000.0 million long‐term debt from BDO to
finance capital expenditures and working capital requirements of the Group. The long‐term debt
has a term of three years and bears interest of 4.75% per annum. In 2019, management availed of
an additional P
=150.0 million and refinanced the term loan for another three years at prevailing
market interest rate.

The loan does not impose any significant financial or nonfinancial covenants to the Group.

Long‐term Loan with BPI


On September 20, 2021 and December 21, 2021, the Parent Company availed long‐debt from BPI
amounting to P=851.0 million and P=380.0 million, respectively, to support the working capital
requirements of the Group. The long‐term debt bear interest of 3.1% to 4.3% per annum and will
mature on September 29, 2028 with first principal repayment due after three years from the date of
drawdown.

Except for the commercial terms of the loan agreements, the long‐term debt does not impose any
significant financial or non‐financial covenants to the Group.

On February 21, 2014, certain subsidiaries (Max’s Entities) entered into an Omnibus Loan and
Security Agreement (OLSA) for P =4,274.1 million with BPI. The proceeds of the loan were used to
acquire shares of stock of the Parent Company. The loan bears an interest rate based on the
prevailing market rate and matures on January 21, 2021. On December 12, 2014, the Max’s Entities
paid P
=3,000.0 million of the loan from the proceeds of the sale of shares of stock during the follow‐
on offering of the Parent Company’s shares.
The loan is secured by the Continuing Suretyship of the Parent Company if availment is made by the
borrowing subsidiaries under the OLSA. Outstanding balance as at December 31, 2020 amounted to
P
=407.0 million The loan has been fully paid in February 2021.

Interest Expense
Interest expense on long‐term debt including amortization of deferred transaction costs amounted
to P
=127.1 million, P
=117.6 million and P
=99.8 million in 2021, 2020 and 2019, respectively.

Long‐term debt is presented net of deferred transaction costs. A rollforward analysis of debt issue
costs is shown below:

(In Thousands)
2021 2020 2019
Balance at beginning of year P
=12,557 P
=15,160 P
=1,267
Additions 9,233 – 14,837
Amortization (2,560) (2,603) (944)
Balance at end of year P
=19,230 P
=12,557 P
=15,160
‐ 46 ‐

Finance costs charged to profit or loss follows:

(In Thousands)
Note 2021 2020 2019
Long‐term debt P
=124,501 =114,993
P P
=98,848
Loans payable 32,627 55,696 123,901
Amortization of deferred
transaction costs 2,560 2,603 944
159,688 173,292 223,693
Lease liabilities 25 115,266 172,466 96,671
P
=274,954 =345,758
P P
=320,364

15. Retirement Plan


The Group has a funded defined benefit pension plan covering substantially all of its qualified
employees.

The following tables summarize the retirement benefit cost recognized in the consolidated
statements of income and the funded status and the amounts recognized in the consolidated
statements of financial position and other information about the plan based on the latest actuarial
valuation for the year ended December 31, 2021.

(In Thousands)
2021 2020 2019
Current service costs P
=88,616 P
=127,690 P
=41,819
Net interest cost (income) 17,052 8,629 (14,110)
Past service cost – curtailment (34,583) (81,251) –
Interest on effect of asset ceiling – 1,343 11,504
P
=71,085 P
=56,411 P
=39,213

Components of net retirement plan assets recognized in the consolidated statements of financial
position are as follows:

(In Thousands)
2021 2020
Fair value of plan assets P
=296,251 P
=–
Present value of defined benefit obligation (274,181) –
Funded status – surplus 22,070 –
Effect of asset ceiling (1,139) –
P
=20,931 =–
P
‐ 47 ‐

Components of net retirement liabilities recognized in the consolidated statements of financial


position are as follows:

(In Thousands)
2021 2020
Present value of defined benefit obligation P
=334,384 =985,579
P
Fair value of plan assets (20,741) (362,372)
P
=313,643 =623,207
P

Changes in the fair value of plan assets are as follows:

(In Thousands)
2021 2020
Balance at beginning of year P
=362,372 =592,513
P
Return on assets excluding amount included in net interest (55,901) (242,595)
Interest income 13,623 29,530
Benefits paid from plan assets (40,290) (81,298)
Actual contributions 37,188 64,222
Balance at end of year P
=316,992 =362,372
P

Changes in the present value of the defined benefit obligation are as follows:

(In Thousands)
2021 2020
Balance at beginning of year P
=985,579 P
=784,804
Retirement benefit costs:
Current service costs 88,616 127,690
Interest costs 30,675 38,159
Past service cost ‐ curtailment (34,583) (81,251)
84,708 84,598
Remeasurement in other comprehensive income:
Actuarial loss (gain) due to changes in financial
assumptions (352,708) 183,151
Actuarial loss (gain) due to experience adjustments (21,103) 23,124
Actuarial loss (gain) due to changes in demographic
assumptions (2,088) –
(375,899) 206,275
Benefits paid from directly from plan assets (40,290) (80,280)
Benefits paid directly from book reserve (45,533) (9,818)
(85,823) (90,098)
Balance at end of year P
=608,565 P
=985,579
‐ 48 ‐

Movements of remeasurement adjustments on net retirement liabilities and plan assets are as
follows:

(In Thousands)
2021 2020 2019
Balance at beginning of year (P
=611,803) (P
=314,099) (P
=123,429)
Remeasurement gains (losses) due to:
Return on assets excluding amount included
in net interest (55,901) (242,595) 69,513
Changes in financial assumptions 352,708 (183,151) (351,873)
Changes in the effect of asset ceiling 1,139 27,164 105,867
Experience adjustments 21,103 (23,124) (89,727)
Demographic assumptions 2,088 – (6,166)
321,137 (421,706) (272,386)
Less:
Deferred income tax 79,725 (124,002) (81,716)
Change in tax rate 23,416 – –
Remeasurement gains (losses), net of deferred
income tax 217,996 (297,704) (190,670)
Balance at end of year (P
=393,807) (P
=611,803) (P
=314,099)

Re‐measurement loss attributable to NCI amounted to P =0.5 million as at December 31, 2021 and
2020. Changes in the effect of asset ceiling are as follows:

(In Thousands)
2021 2020
Balance at beginning of year P
=– (P
=25,863)
Changes in the effect of asset ceiling (1,139) 25,863
Balance at end of year (P
=1,139) =–
P

The Plan is administered and managed by a Trustee bank. The Trustee is responsible for the
management, investment and reinvestment of the plan assets in accordance with the powers
granted.

The major categories of plan assets as a percentage of the fair value of total plan assets are as
follows:

2021 2020
Investment securities 88.2% 87.4%
Debt instruments and other funds 11.2% 6.1%
Cash in banks 0.6% 6.5%
100.0% 100.0%

The overall expected rate of return on plan assets is determined based on the market prices
prevailing on that date, applicable to the period over which the obligation is to be settled.
‐ 49 ‐

The principal assumptions used in determining the defined benefit obligation are as follows:

2021 2020
Discount rate 5.0% 4.0%
Salary increase rate 4.0% 6.0%

The sensitivity analysis below is based on reasonably possible changes of each significant
assumption on the defined benefit obligation as at December 31, 2021 and 2020, assuming all other
assumptions were held constant:

Increase (decrease) (In Thousands)


in basis points 2021 2020
Discount rate 100 (P
=62,352) (P
=116,578)
(100) 74,803 142,910
Future salary increases 100 74,870 138,445
(100) (63,504) (115,528)

The Group’s retirement plan is funded by the Parent Company and its subsidiaries.

Maturity profile of the undiscounted benefit payments as at December 31, 2021 are as follows:

(In Thousands)
Plan Year Expected benefit payment
Less than one year P
=15,086
More than one year to five years 173,340
More than five years to ten years 265,864

The average duration of the defined benefit obligation is 15.1 years and 15.0 years as at
December 31, 2021 and 2020, respectively.

16. Related Parties

The Group has transactions within and among the consolidated entities and other related parties
which are normally settled through cash. Transactions between members of the Group and the
related balances are eliminated at consolidation and are no longer included in the following
disclosures.

(i) The Group has the following transactions with related parties:

(In Thousands)
Outstanding
Relationship Nature Note Year Transactions Balance Terms Condition
On demand
Stockholders Due from shareholders 6 2021 P
=– P
=133,411 and in cash Unsecured
On demand
2020 232 133,411 and in cash Unsecured
On demand
2019 (188) 133,179 and in cash Unsecured
‐ 50 ‐

Due from stockholders are covered by shareholders’ guarantee which shall be continuing and
irrevocable, and shall provide indemnity to the Group for the indebtedness. No impairment loss
was recognized in 2021, 2020 and 2019.

(ii) The Retirement Plan of some subsidiaries holds Parent Company shares with fair values of
=260.6 million and P
P =277.1 million as at December 31, 2021 and 2020, respectively.

(iii) Compensation of key management personnel are as follows:

(In Thousands)
2021 2020 2019
Short‐term benefits P
=170,395 P
=152,169 P
=192,402
Post‐employment benefits 9,058 7,940 8,268
P
=179,453 P
=160,109 P
=200,670

17. Equity

Capital Stock
The Parent Company’s capital stock as at December 31, 2021 and 2020 consists of:

2021 2020
Amount Amount
No. of Shares (In Thousands) No. of Shares (In Thousands)
Authorized
P
=1 par value 1,400,000,000 P
=1,400,000 1,400,000,000 P
=1,400,000

Issued
Balance at beginning and end of year 1,087,082,024 P
=1,087,082 1,087,082,024 P
=1,087,082

Outstanding
Issued 1,087,082,024 P
=1,087,082 1,087,082,024 P
=1,087,082
Less treasury shares 49,789,800 495,249 49,789,800 495,249
1,037,292,224 P
=591,833 1,037,292,224 P
=591,833

Shares held by subsidiaries


Balance at beginning of year 257,878,044 P
=2,122,928 306,878,044 P
=2,610,013
Reacquisition of shares held by
subsidiaries – – (49,000,000) (487,085)
Balance at end of year 257,878,044 P
=2,122,928 257,878,044 P
=2,122,928
‐ 51 ‐

Below is the track record of issuance of the Parent Company’s securities:

Number of shares
Date of Approval Nature Authorized Issued/Subscribed Issue/Offer Price
December 2000 Listing of shares 400,000,000 188,636,364 P
=1.48
June 2007 Note conversion 400,000,000 4,000,000 4.49
November 2010 Note conversion 400,000,000 45,159,091 4.10
January 2014 Note conversion 400,000,000 21,415,385 6.18
June 2014 Share swap 400,000,000 540,491,344 7.35
August 2014 Stock dividends 1,400,000,000 259,210,840 1.00
December 2014 Follow‐on Offering 1,400,000,000 28,169,000 17.75

The Parent Company has 100 and 84 stockholders as at December 31, 2021 and 2020, respectively.

Treasury Stock
On March 15, 2018, the Parent Company’s BOD approved a 2‐year share buy‐back program wherein
the Parent Company may acquire its own shares in the open market up to an aggregate value of
P
=350.0 million worth of Parent Company’s shares.

On March 11, 2020, the Parent Company’s BOD approved the amendment of the share buy‐back
program to increase the amount of shares which may be acquired to an aggregate value of
P
=1.0 billion worth of the Parent Company’s shares until March 13, 2022, under such terms and
conditions deemed beneficial by the Parent Company’s management.

On March 16, 2022, the Parent Company’s BOD approved the re‐issuance of 49,789,800 treasury
shares, the details of which will be determined at a later date and reported accordingly.

Details of the buy‐back transaction are as follows:

Number of Shares Average Amount


Date of Transaction Purchased Price per Share (In Thousands)
January 22, 2019 30,000 P
=12.58 P
=377
January 23, 2019 30,000 12.15 365
January 24, 2019 4,200 12.30 52
64,200 P
=794

February 10, 2020 49,000,000 P


=9.94 P
=487,085
February 11, 2020 200,000 10.12 2,023
February 12, 2020 200,000 10.27 2,055
February 13, 2020 220,600 10.20 2,251
February 18, 2020 105,000 9.92 1,041
49,725,600 P
=494,455

Shares Held By Subsidiaries


Shares held by subsidiaries pertain to Parent Company shares of stock held by subsidiaries acquired
on February 24, 2014.
‐ 52 ‐

In 2020, the Parent Company bought back shares of stock held by its subsidiaries. Details of the
transactions are as follows:

Date of Number of Average Amount


Transaction Subsidiary Shares Price per Share (In Thousands)
February 10, 2020 MBI 16,000,000 P
=9.94 P
=159,049
February 10, 2020 TGRC 12,647,942 9.94 125,727
February 10, 2020 No Bia 10,369,639 9.94 103,079
February 10, 2020 MGOC 9,982,419 9.94 99,230
49,000,000 P
=487,085

As at December 31, 2021 and 2020, shares of stock held by subsidiaries are as follows:

Subsidiary Number of Shares


MKI 101,173,438
TRADCI 81,543,725
MBI 47,639,861
No Bia 27,521,020
257,878,044

Retained Earnings
The following are the dividends declared and paid by the Parent Company:

Amount Dividend
Dividend Type Date of Declaration Date of Record Date Paid (In Thousands) per Share
Cash March 11, 2020 March 31, 2020 April 28, 2020 P
=181,526 P
=0.175
Cash March 19, 2019 April 03, 2019 April 30, 2019 157,790 0.145

The amount includes cash dividends amounting to P =45.0 million and P


=44.5 million to subsidiaries
that own Parent Company shares in 2020 and 2019, respectively.

18. Revenues
This account consists of:

(In Thousands)
2021 2020 2019
Restaurant sales P
=5,995,104 P
=5,737,688 P
=11,793,079
Commissary sales 1,142,409 1,017,698 1,779,345
Franchise fees:
Royalty fees 388,136 285,413 479,433
Initial fee 37,714 9,406 155,787
Other revenue 76,478 93,625 193,702
P
=7,639,841 P
=7,143,830 P
=14,401,346

Other revenue pertains to delivery and service income.


‐ 53 ‐

19. Cost of Sales and Services


This account consists of:

(In Thousands)
Note 2021 2020 2019
Food and beverages 7 P
=2,686,492 P
=2,746,443 P
=5,404,829
Depreciation and amortization 21 905,105 1,061,463 1,246,705
Salaries, wages and employee benefits 21 895,361 1,274,455 2,039,736
Light and water 283,678 325,859 558,608
Rentals 25 170,689 253,546 460,910
Repairs and maintenance 120,196 109,015 185,770
Fuel and oil 107,633 114,219 197,580
Supplies used 56,485 97,606 161,982
Supplies and equipment sold 7 14,193 10,847 51,827
Amortization of intangible assets 21 4,957 7,064 8,016
Others 64,525 112,713 140,326
P
=5,309,314 P
=6,113,230 P
=10,456,289

Others consist of communications, transportation and travel and dues and subscriptions.

20. General and Administrative Expenses

This account consists of:

(In Thousands)
Note 2021 2020 2019
Salaries, wages and employee benefits 21 P
=613,886 P
=730,725 P
=833,223
Outside services 552,323 364,023 464,519
Taxes and licenses 179,649 258,834 247,426
Royalties 25 128,890 102,298 147,907
Rentals 25 92,258 107,474 141,101
Retirement benefit costs 15 71,085 56,411 39,213
Transportation and travel 52,777 34,789 89,013
Amortization of intangible assets 21 48,600 44,562 43,074
Input VAT on exempt sales 46,038 45,869 90,734
Depreciation and amortization 21 44,290 101,996 86,616
Membership dues 43,812 39,297 62,189
Light and water 37,002 31,450 35,327
Professional fees 31,753 39,310 73,179
Representation and entertainment 30,043 34,735 17,871
Communications 24,526 26,200 27,821
Repairs and maintenance 23,250 10,483 21,317
Supplies used 22,026 28,326 52,050
Research and development 8,390 11,535 23,421
Provision for impairment losses 21 – – 11,294
Others 84,075 53,757 107,884
P
=2,134,673 P
=2,122,074 P
=2,615,179

Other general and administrative expenses consist of insurance, credit card charges and other
miscellaneous expenses.
‐ 54 ‐

21. Classification of Expenses

Depreciation and amortization included in the consolidated statements of income are as follows:

(In Thousands)
Note 2021 2020 2019
Included in cost of sales and services: 19
Depreciation and amortization P
=905,105 P
=1,061,463 P
=1,246,705
Amortization of intangible assets 4,957 7,064 8,016
Restructuring costs 1 – 600,797 –
Included in general and administrative
expenses: 20
Depreciation and amortization 44,290 101,996 86,616
Amortization of intangible assets 48,600 44,562 43,074
P
=1,002,952 P
=1,815,882 P
=1,384,411

Personnel costs included in the consolidated statements of income are as follows:

(In Thousands)
Note 2021 2020 2019
Included in cost of sales and services: 19
Salaries, wages and employee
benefits P
=895,361 P
=1,274,455 P
=2,039,736
Included in general and administrative
expenses: 20
Salaries, wages and employee
benefits 613,886 730,725 833,223
Retirement benefit costs 15 71,085 56,411 39,213
P
=1,580,332 P
=1,580,332 P
=2,912,172

Provision for impairment losses and direct write‐offs included in the consolidated statements of
income pertain to the following:

(In Thousands)
Note 2021 2020 2019
Provisions included in
restructuring costs: 1
Security deposits P
=– P
=110,345 P
=–
Trade receivables – 59,675 –
Prepayments – 4,400 –
Direct write‐offs included in
restructuring costs: 1
Prepayments – 47,651 –
Security deposits – 9,741 –
Provisions included in general and
administrative expenses: 20
Trade receivables – – 11,294
Other current assets – – –
P
=– P
=231,812 P
=11,294
‐ 55 ‐

22. Other Income

This account consists of the following:

(In Thousands)
Note 2021 2020 2019
Net gain on disposal of assets 9 P
=439,147 P
=4,518 P
=327,604
Gain on rent concessions 25 321,547 358,080 –
Rental income 25 53,667 37,885 64,833
Reimbursements of marketing items
and collateral 24,926 25,954 63,074
Reimbursements of HMO of dependents 11,455 12,489 10,742
Interest income 5 420 1,057 1,677
Others 2,439 23,982 63,689
P
=853,601 P
=463,965 P
=531,619

Net gain on disposal of assets includes gain on conversion of group‐owned stores to franchised
stores, disposal of property, plant and equipment and investment properties, gain on sale of
subsidiaries and retirement of ROU assets (see Notes 4, 9 and 25).

Reimbursements of marketing items and collateral pertain to reimbursements from franchisees of


marketing support for the franchise store.

Reimbursements of HMO of dependents pertain to reimbursements from employees of premium


payments made by the Group.

Others include mainly of call center charges, sale of scrap materials, rebates and prompt discount,
as well as gain on lease modifications (see Note 25).

23. Income Taxes

The current provision for income tax represents the Parent Company’s and certain subsidiaries’ RCIT
and MCIT.

The reconciliation of statutory income tax rates to the effective income tax rates follows:

2021 2020 2019


Provision for income tax computed at the statutory
income tax rate 25.0% 30.0% 30.0%
Change in tax rate 5.0% – –
Changes in unrecognized deferred tax assets
and others (14.0%) – (3.0%)
Tax effects of expired NOLCO and MCIT – (4.0%) –
Effective income tax rates 16.0% 26.0% 27.0%
‐ 56 ‐

The recoverability of recognized deferred tax assets is in part dependent on the Group’s ability to
generate future taxable profits sufficient to utilize deductible temporary differences and tax losses.
The components of the Group’s recognized deferred tax assets and liabilities represent the tax
effects of the following temporary differences:

(In Thousands)
2021 2020
Net Deferred Net Deferred Net Deferred Net Deferred
Tax Assets Tax Liabilities Tax Assets Tax Liabilities
Deferred tax assets on:
Lease liabilities P
=404,804 P
=– P
=643,863 P
=–
NOLCO 473,808 – 548,384 –
Net retirement liabilities 66,586 – 186,962 –
Allowance for impairment losses 178,872 – 178,872 –
Excess MCIT over RCIT 20,204 – 29,589 –
Contractual liabilities 6,379 – 25,520 –
Others 33,711 – 85,268 –
1,184,364 – 1,698,458 –
Deferred tax liabilities on:
Fair value adjustment
of identifiable net assets – (717,938) – (929,451)
ROU assets (374,108) – (605,370) –
Unamortized debt issue costs (4,807) – (4,722) –
Others (17,673) – – –
(396,588) (717,938) (610,092) (929,451)
Net deferred tax assets (liabilities) P
=787,776 (P
=717,938) P
=1,088,366 (P
=929,451)

No deferred income tax assets were recognized for the following temporary differences, unused tax
credits from excess MCIT over RCIT and unused NOLCO of certain subsidiaries as it is not probable
that there will be sufficient taxable profit against which the benefit of the deferred income tax
assets can be utilized in the future.

(In Thousands)
2021 2020
Allowance for impairment losses =5,259
P P
=12,220
Excess MCIT 43 11,950
NOLCO 224 1,599
=5,526
P P
=25,769

As at December 31, 2021, the details of the Group’s NOLCO that can be claimed as deduction from
future taxable profit during the stated validity are as follows:

(In Thousands)
Year Incurred Beginning Incurred Applied Expired Ending Expiry Date
2021 P
=– P
=352,634 P
=– P
=– P
=352,634 2026
2020 1,831,620 – 295,707 – 1,535,913 2025
2019 3,148 – 660 – 2,488 2022
2018 97 – 97 – – 2021
P
=1,834,865 P
=352,634 P
=296,464 P
=– P
=1,891,035
‐ 57 ‐

Under Republic Act No. 11494, also known as “Bayanihan to Recover As One Act” and Revenue
Regulations No. 25‐2020, the Parent Company and its subsidiaries are allowed to carry‐over its net
operating losses incurred for taxable years 2020 and 2021 for the next five (5) years immediately
following the year of such loss.

Details of MCIT are as follows:

(In Thousands)
Year Incurred Beginning Incurred Applied Expired Ending Expiry Date
2021 P
=– P
=8,272 P
=– P
=– P
=8,272 2024
2020 20,813 – 9,262 – 11,551 2023
2019 3,274 – 3,140 – 135 2022
2018 14,882 – 394 14,487 – 2021
=38,969
P P
=8,272 P
=12,796 =14,487
P P
=19,958

On March 26, 2021, the Corporate Recovery and Tax Incentives for Enterprises (CREATE) Act was
signed into law by the country’s President. Under the CREATE Act, domestic corporations will be
subject to 25% or 20% RCIT depending on the amount of total assets or total amount of taxable
income. In addition, MCIT shall be computed at 1% of gross income for a period of three (3) years.
The changes in the income tax rates became effective beginning July 1, 2020.

Accordingly, the income tax rates used in preparing the consolidated financial statements as at and
for the years ended December 31, 2021 and 2020 are as follows:

2021 2020
RCIT 25% and 20% 30%
MCIT 1% 2%

24. Earnings (Loss) Per Share

Basic/diluted earnings (loss) per share are computed as follows:

2021 2020 2019


Net income (loss) attributable to the equity holders of
the Parent Company (in thousands) P
=450,106 (P
=1,675,225) P
=720,956
Divide by weighted average number of common
shares, excluding treasury stock and shares held by
subsidiaries 779,414,178 779,414,178 780,139,778
Basic/diluted earnings (loss) per share P
=0.58 (P
=2.15) P
=0.92
‐ 58 ‐

25. Significant Contracts and Agreements

Franchise Agreements

The Group as Franchisor

The Group has granted its franchisees the right to use the information and materials pertaining to
the restaurant system being franchised under the terms and conditions specified in the franchise
agreements. The agreements provide for an initial franchise fee payable upon the execution of the
agreement and monthly royalty fees.

Initial support services comprise mainly of services to be rendered before opening of stores as
specified in the agreement.

The following table presents the royalty fee rates and the aggregate amounts of royalty fees
recognized in each brand:

Royalty Fee Rates* 2021 2020 2019


Max’s 5% P
=88.1 milliion P
=64.8 million =148.0 million
P
Yellow Cab 3%‐6% 93.4 million 72.0 million 66.0 million
Pancake House 10% 64.8 million 48.9 million 117.2 million
Krispy Kreme 10% 24.9 million 11.5 million 5.7 million
Dencio’s 8%‐9% 2.4 million 3.7 million 15.6 million
Teriyaki Boy 10% 4.4 million 3.3 million 12.6 million
*As a percentage of Net Sales of franchised store outlets

The Group as Franchisee

A. Krispy Kreme Brand

Development Agreement (DA)


On April 26, 2006, TRADCI was granted the exclusive right to develop a system for the operation
of the store facilities called “Krispy Kreme Stores” that offer and serve a variety of doughnuts
and certain other quality food products under the trademark and service mark “Krispy Kreme”
within defined geographic areas.

As prescribed by the DA, TRADCI agrees to have the agreed number of Krispy Kreme Stores
opening in the development area within the required time period.

Franchise Agreement
In relation to the foregoing DA, TRADCI was granted the franchise to (a) develop and operate
the Krispy Kreme Stores; (b) to use specific operating methods of the Krispy Kreme including,
but not limited to, menus, service styles, signs, equipment, theming, layouts, advertising
standards and recipes, and display certain trademarks, service marks, trade names, trade dress,
logos and art works embodying, expressing characters, characterizations, designs and visual
representations (the Trademarks) that were developed and are used in connection with the
Krispy Kreme stores; and (c) to use and exploit the Trademarks on a non‐exclusive basis, in
connection with the sale of certain articles of merchandise solely at the stores.
‐ 59 ‐

Moreover, TRADCI was granted the right to use the Krispy Kreme system and shall pay royalty
based on a certain percentage of gross revenue. Moreover, TRADCI is obliged to contribute to
the “Brand Fund” for a certain percentage of the gross sales. This brand fund was established
for the advertising, promotional, marketing and public relations programs and materials. The
term of the franchise agreement is up to 2021.

The management and Krispy Kreme International are working on the extension of the franchise
agreement as of March 24, 2022. In the meantime, TRADCI still continues to operate the brand.

B. Jamba Juice Brand

TRADCI has a Franchise Agreement with Jamba Juice Company (the “Franchisor”), a company
based in the United States of America for a period of ten years, renewable for two successive
ten‐year periods. Under the Franchise, the Franchisor grants to FHJBI the exclusive right to use
the system and proprietary marks to establish and operate stores in the Philippines and to
sublicense to others the right to use the system and the proprietary marks to establish and
operate stores in the territory under the Subfranchise Agreements. The Franchise is renewable
subject to a condition that FHJBI must have developed a minimum of thirty‐six stores open and
operating during the initial term, as defined.

As provided for in the Master Development Agreement, FHJBI shall pay to the Franchisor a
development fee amounting to P =6.6 million (US$150,000) as consideration for expenses
previously incurred by the Franchisor in connection with the agreement and consultancy fees
amounting to P =6.6 million (US$150,000) for preliminary and continuing consulting services,
as defined. The aforementioned fees are non‐refundable upon payment. In addition, the Group
shall pay P
=0.4 million (US$10,000) as initial franchise fee and a royalty fee equal to 5.5% of net
sales every accounting period. The Company continues to operate Jamba Juice as of March 24,
2022.

The aggregate royalty fees incurred amounted to P =128.9 million, P


=102.3 million and
P
=147.9 million in 2021, 2020 and 2019, respectively (see Note 20).

Operating Lease Agreements

Group as Lessee. The Group leases its restaurant and commissary premises and offices it occupies
with various lessors with the intention to continue for periods ranging from 1 to 12 years. The lease
agreements provide for a fixed rental and/or a monthly rental based on a certain percentage of
actual sales or minimum monthly gross sales.

Security deposits on lease contracts amounting to P =548.0 million and P =514.6 million as at
December 31, 2021 and 2020, respectively, are equivalent to one to three months rental.
The Group provided allowance for impairment losses on security deposits related to closed stores
which was recognized as part of restructuring costs amounting to P =110.3 million and has also
directly written‐off security deposits amounting to P
=9.7 million in 2020 (see Note 21). Allowance for
impairment losses on security deposits amounted to P =130.3 million as at December 31, 2021 and
2020, respectively.
‐ 60 ‐

Rental expense charged to cost of sales and services and general and administrative expenses are as
follows:

(In Thousands)
Note 2021 2020 2019
Cost of sales and services 19 P
=170,689 P
=253,546 P
=460,910
General and administrative
expenses 20 92,258 107,474 141,101
P
=262,947 P
=361,020 P
=602,011

Group as Lessee ‐ Long‐term Lease


The balance of and movements in ROU assets follow:

(In Thousands)
Note 2021 2020
Cost
Balance at beginning of year P
=3,309,845 P
=3,762,535
Additions 249,243 443,400
Pre‐terminations (573,967) (896,090)
Balance at end of year 2,985,121 3,309,845
Accumulated Depreciation and Amortization
Balance at beginning of year 1,291,945 864,651
Depreciation and amortization 9 590,872 748,580
Disposals (394,061) (321,286)
Balance at end of year 1,488,756 1,291,945
Carrying Amount P
=1,496,365 P
=2,017,900

The balance and movements in lease liabilities follow:

(In Thousands)
Note 2021 2020
Balance at beginning of year P
=2,146,210 P
=3,010,844
Additions 249,243 443,400
Pre‐terminations (201,415) (604,524)
Rental payments (369,018) (517,896)
Interest 14 115,266 172,466
Rent concessions (321,547) (358,080)
Balance at end of year 1,618,739 2,146,210
Less current portion 529,840 533,758
Noncurrent portion P
=1,088,899 P
=1,612,452

The incremental borrowing rate applied to the lease liabilities is 6.0%. ROU assets were measured
at the amount equal to the lease liabilities, adjusted by the amount of any prepaid or accrued lease
payments at the date of initial recognition.

The Group applied the practical expedient allowed under the amendments to PFRS 16, Leases on
COVID‐19‐Related Rent Concessions and no longer remeasured the lease liabilities to reflect the
revised consideration using a revised discount rate. The amount of reduction in lease liabilities
arising from the Group’s earlier application of the practical expedient and recognized in profit or loss
amounted to P =321.5 million in 2021 and P=358.1 million in 2020 (see Note 22).
‐ 61 ‐

The amounts recognized in profit or loss follows:

(In Thousands)
Note 2021 2020
Depreciation and amortization of ROU assets =590,872
P P
=748,580
Gain on rent concessions 22 (321,547) (358,080)
Variable lease payments 193,552 180,730
Expense relating to leases of low value assets 69,395 180,290
Interest expense on lease liabilities 14 115,266 172,466
Gain on lease modifications 21,700 29,720
=669,238
P P
=953,706

The future minimum lease payments and present value as at December 31, 2021 is as follows:

(In Thousands)
Minimum Lease
Payments Present Value
Less than three months P
=159,302 P
=136,560
Within three months to a year 447,899 393,280
More than one year but less than
five years 1,036,607 926,413
More than five years 186,553 162,894
P
=1,830,361 P
=1,619,147

Group as Lessor. TBGI and the Parent Company entered into sublease agreements with third parties
for periods ranging from 1 to 10 years, renewable upon mutual agreement between the Parent
Company and their lessees. The lease agreements provide for a fixed monthly rental or monthly
rentals subject to an annual escalation rate of 5% beginning on the second year from the start of the
lease period. Rental income attributable to the Group amounted to P =53.7 million, P
=37.9 million and
P
=64.8 million in 2021, 2020 and 2019, respectively (see Note 22).

26. Financial Instruments

Financial Risk Management Objectives and Policies


The Group’s financial instruments consist of cash and cash equivalents, trade and other receivables
(excluding advances to officers and employees settled through liquidation), security deposits on
lease contracts, utilities and other deposits (included under “Other noncurrent assets” account),
other noncurrent receivables, trade and other payables (excluding deposits from sale of a
subsidiary, statutory liabilities, contract liabilities and gift certificates payable), lease liabilities, loans
payable and long‐term debts.

The BOD is mainly responsible for the overall risk management approach and for the approval of risk
strategies and principles of the Group. It also has the overall responsibility for the development of
risk strategies, principles, frameworks, policies and limits.
‐ 62 ‐

The main risks arising from the use of financial instruments are liquidity risk, credit risk, foreign
currency risk and interest rate risk. The BOD reviews and approves the policies for managing each of
these risks which are summarized as follows:

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’s objectives to managing liquidity risk is to ensure, as far as possible,
that it will always have sufficient liquidity to meet its liabilities when due, under both normal and
stressed conditions, without incurring unacceptable losses or risking adverse effect to the Group’s
credit standing.

The Group seeks to manage its liquid funds through cash planning on a weekly basis. The Group
uses historical figures and experiences and forecasts from its collections and disbursements. As part
of its liquidity risk management, the Group regularly evaluates its projected and actual cash flows.
It also continuously assesses conditions in the financial markets for opportunities to pursue fund
raising activities.

The Group’s objective is to maintain a balance between continuity of funding and flexibility through
the use of bank loans, loans from related parties, convertible notes and other long‐term debts.
The Group considers its available funds and its liquidity in managing its long‐term financial
requirements. For its short‐term funding, the Group’s policy is to ensure that there are sufficient
operating inflows to match repayments of loans payable.

The table below summarizes the maturity profile of the Group’s financial liabilities as at
December 31, 2021 and 2020 based on contractual undiscounted payments:

(In Thousands)
2021
Less than
On demand 3 months 3 to 12 months More than 1 year Total
Trade and other payables* P
=– P
=2,825,038 P
=– P
=– P
=2,825,038
Loans payable – 830,360 – – 830,360
Long‐term debt – – 576,500 3,404,510 3,981,010
Lease liabilities – 132,460 397,380 1,088,899 1,618,739
P
=– P
=3,787,858 P
=973,880 P
=4,493,409 P
=8,939,713
*Excluding statutory liabilities, contract liabilities and gift certificates payable amounting to P
=221.3 million.

(In Thousands)
2020
Less than
On demand 3 months 3 to 12 months More than 1 year Total
Trade and other payables* P
=– P
=2,455,981 P
=– P
=– P
=2,455,981
Loans payable – 1,664,360 – – 1,664,360
Long‐term debt – – 407,000 2,630,574 3,037,574
Lease liabilities – 133,442 400,327 1,612,441 2,146,210
P
=– P
=4,253,783 P
=807,327 P
=4,243,015 P
=9,171,130
*Excluding deposits from sale of a subsidiary, statutory liabilities, contract liabilities and gift certificates payable amounting to
P
=826.0 million.

Credit Risk. Credit risk is the risk of financial loss to the Group if a customer or counterparty to a
financial instrument fails to meet its contractual obligations.
‐ 63 ‐

Concentrations arise when a number of counterparties are engaged in similar business activities,
or activities in the same geographic region, or have similar economic features that would cause their
ability to meet contractual obligations to be similarly affected by changes in economic, political or
other conditions. Concentrations indicate the relative sensitivity of the Group’s performance to
developments affecting a particular industry. Furthermore, the Group considered the negative
impact of the COVID‐19 pandemic in estimating the amount of ECL from counterparties.

The Group has no significant concentrations of credit risk with any single counterparty or group of
counterparties having similar characteristics. Since the Group trades only on a cash or credit card
basis and with recognized third parties, there is no requirement for collateral. It is the Group’s
policy that all customers who wish to trade on credit terms are subject to credit verification
procedures. In addition, receivable balances are monitored on an ongoing basis with the result that
Group’s exposure to bad debts is not significant.

The Group’s exposure to credit risk on trade and other receivables arise from default of the
counterparty, with a maximum exposure equal to the carrying amounts of these receivables.
Credit risk from cash is mitigated by transacting only with reputable banks duly approved by
management.

The tables below summarize the analysis of the Group’s financial assets:

(In Thousands)
2021
Neither Past Impaired
Due nor Past due but not Impaired Financial
Total Impaired 30 days 30‐60 days 61‐90 days Over 90 days Assets
Cash and cash equivalents* P
=1,042,941 P
=1,042,941 P
=– P
=– P
=– P
=– P
=–
Trade and other receivables** 1,763,060 1,059,768 – – – 143,571 559,721
Security deposits on lease
contracts 548,023 437,121 – – – – 110,902
Utilities and other deposits*** 73,428 48,963 – – – – 24,465
Other noncurrent
receivables*** 41,220 41,220 – – – – –
P
=3,468,672 P
=2,630,013 P
=– P
=– P
=– P
=143,571 P
=695,088
*Excluding cash on hand amounting to P=37.6 million.
**Excluding advances to officers and employees amounting to P
=88.2 million.
***Presented under “Other noncurrent assets” account.

(In Thousands)
2020
Neither Past Impaired
Due nor Past due but not Impaired Financial
Total Impaired 30 days 30‐60 days 61‐90 days Over 90 days Assets
Cash and cash equivalents* P
=847,241 P
=847,241 P
=– P
=– P
=– P
=– P
=–
Trade and other receivables** 1,839,161 1,135,869 – – – 143,571 559,721
Security deposits on lease
contracts 644,930 514,648 – – – – 130,282
Utilities and other deposits*** 54,654 54,654 – – – – –
Other noncurrent
receivables*** 90,041 65,576 – – – – 24,465
P
=3,476,027 P
=2,617,988 P
=– P
=– P
=– P
=143,571 P
=714,468
*Excluding cash on hand amounting to P=35.1 million.
**Excluding advances to officers and employees amounting to P
=64.4 million.
***Presented under “Other noncurrent assets” account.
‐ 64 ‐

The Group evaluates credit quality on the basis of the credit strength of the security and/or
counterparty/issuer. High grade financial assets are those whose collectability is assured based on
past experience. Standard grade financial assets are considered moderately realizable and some
accounts which would require some reminder follow‐ups to obtain settlement from the
counterparty.

The Group considers its financial assets which are neither past due but not impaired as high grade.

Foreign Currency Risk. The Group’s policy is to maintain foreign currency exposure within
acceptable limits and within existing regulatory guidelines. The Group believes that its profile of
foreign currency exposure on its assets and liabilities is within conservative limits based on the type
of business and industry in which the Group is engaged. The Group’s exposure to foreign currency
exchange risk as at December 31, 2021 and 2020 pertains to the following:

 Financial position and performance of PHII and its subsidiaries, Alpha Max, PHIM and Global
Max which were presented in US$, HK$, MYR, and SGD, respectively; and

 Foreign exchange risk also arises for the payment of royalty fees to international franchisors of
TRADCI and FHJBI and purchases of imported goods for TRADCI, No Bia and FHJBI.

The Group’s USD‐denominated and MYR‐denominated financial assets and liabilities as at


December 31, 2021 and 2020 are considered immaterial in relation to the consolidated financial
statements. Thus, management believes that the Group’s exposure to foreign currency risk is
insignificant.

Interest Rate Risk. The Group’s exposure to market risk for changes in interest rates relates
primarily to its loans payable and long‐term debt. To manage this risk, the Group determines the
mix of its debt portfolio as a function of the level of current interest rates, the required tenor of the
loan and the general use of the proceeds of its fund raising activities.

The following table demonstrates the sensitivity to a reasonable possible change in interest rates,
with all other variables held constant, of the Group’s income or loss before tax:

Effect on income or loss


Increase (decrease) in before tax
basis points (In Thousands)
December 31, 2021 +163 (P
=249,475)
‐163 249,475
December 31, 2020 +162 (P
=314,132)
‐162 314,132
‐ 65 ‐

27. Fair Value Measurement of Financial Assets and Liabilities

The carrying amounts and fair values of the categories of financial assets and liabilities presented in
the consolidated statements of financial position are as follows:

(In Thousands)
2021 2020
Carrying Values Fair Values Carrying Values Fair Values
Financial Assets
Cash and cash equivalents P
=1,080,557 P
=1,080,557 P
=882,343 P
=882,343
Trade and other receivables* 1,763,060 1,763,060 1,839,161 1,839,161
Security deposits on lease contracts 548,023 548,023 644,930 644,930
Utilities and other deposits** 73,428 73,428 54,654 54,654
Other noncurrent receivables** 41,220 41,220 90,041 90,041
P
=3,506,288 P
=3,506,288 P
=3,511,129 P
=3,511,129
*Excluding advances to officers and employees amounting to P
=88.2 million and P
=64.4 million as at December 31, 2021 and 2020,
respectively.
**Presented under “Other noncurrent assets” account.

(In Thousands)
2021 2020
Carrying Values Fair Values Carrying Values Fair Values
Financial Liabilities
Trade and other payables*** P
=2,825,038 P
=2,825,038 P
=2,455,981 P
=2,455,981
Loans payable 830,360 830,360 1,664,360 1,664,360
Long‐term debt 3,665,576 3,901,355 2,904,579 3,049,808
Lease liabilities 1,618,739 1,618,739 2,146,210 2,146,210
P
=8,939,713 P
=9,175,492 P
=9,171,130 P
=9,316,359
***Excluding statutory liabilities, gift certificates payable, contract liabilities and deposits from sale of a subsidiary amounting to
P
=221.3 million and P
=826.0 million as at December 31, 2021 and 2020, respectively.

The following methods and assumptions were used to estimate the fair value of each class of
financial instrument for which it is practicable to estimate such value.

Cash and Cash Equivalents, Trade and Other Receivables (Excluding Advances to Officers and
Employees), Trade and Other Payables (Excluding Statutory Liabilities, Gift Certificates Payable,
Contract Liabilities and Deposits from Sale of a Subsidiary) and Loans Payable. The carrying amounts
of cash and cash equivalents, trade and other receivables (excluding advances to officers and
employees) (classified as financial assets at amortized cost), and trade and other payables (excluding
statutory liabilities, gift certificates payable, contract liabilities and deposits from sale of a
subsidiary) and loans payable (classified as financial liabilities at amortized cost) approximate their
fair values due to their short‐term maturities.

Security Deposits on Lease Contracts, Utilities and Other Deposits and Other Noncurrent Receivables.
The carrying amounts of security deposits on lease contracts, receivable from disposal of interest,
utilities and other deposits and other noncurrent receivables (classified as financial assets at
amortized cost) approximate their fair values.

Long‐term Debt. The fair value of the long‐term debt (classified as financial liabilities at amortized
cost) approximates the discounted value of future cash flows using the applicable rate of 3.25% and
5.25% in 2021 and 2020, respectively.
‐ 66 ‐

Lease Liabilities. The fair value of the Group’s lease liabilities is measured at the present value of the
remaining lease payments, discounted at 6.0% which is prevailing market rate of interest for
instruments with similar maturities.

28. Capital Management

The Group considers the equity attributable to the Parent Company presented in the consolidated
statements of financial position as its capital. The primary objective of the Group’s capital
management is to ensure that it maintains a strong credit rating and healthy capital ratios in order
to support its business and maximize shareholder value.

The Group manages its capital structure and makes adjustments when there are changes in the
economic conditions. To maintain or adjust the capital structure, the Group may adjust the dividend
payment to shareholders, return capital to stockholders or issue new shares. No changes were
made in the objectives, policies or processes in 2021, 2020 and 2019.

The Group monitors capital using the debt‐to‐equity ratio. The Group’s policy is to maintain
debt‐to‐equity ratio in order to comply with the restrictive loan covenants of the banks
(see Note 14).

29. Operating Segment Information

For management purposes, the Group is organized into operating segments based on trade names.
However, due to the similarity in the economic characteristics, the segments were aggregated into a
single operating segment for external reporting purposes (see Note 3).

Restaurant sales, commissary sales and franchise and royalty fees reflected in the consolidated
statements of income are mainly from external customers and franchisees within the Philippines,
which is the Group’s domicile and primary place of operations. Additionally, the Group’s noncurrent
assets are also primarily acquired, located and used within the Philippines.

Restaurant sales are attributable to revenues from the general public, which are generated through
the Group’s store outlets. Commissary sales and franchise and royalty fees are derived from various
franchisees of the Group’s trade names. Consequently, the Group has no concentrations of
revenues from a single customer or franchisee in 2021, 2020 and 2019.

The Group’s international operations of the Max’s brand (through Alphamax and eMax) and
Pancake House brand (through PHII) are considered to be immaterial in relation to the consolidated
financial statements. Total assets and revenues are 1.46% and 1.27% in 2021 and 1.64% and 1.10%
in 2020, of the consolidated assets and revenues, respectively, of the Group.
‐ 67 ‐

30. Contingencies

The Group is involved in litigations, claims and disputes which are normal to its business.
Management believes that the ultimate liability, if any, with respect to these litigations, claims and
disputes will not materially affect the consolidated financial position and consolidated financial
performance of the Group.

31. Note to the Consolidated Statements of Cash Flows

The reconciliation of the Group’s liabilities arising from financing activities is presented below:

2021
(In Thousands)
Non‐cash net
Balance at decrease in lease
beginning of liabilities Balance at end
Note year Availments Payments (see Note 23) of year
Loans payable 14 P
=1,664,360 =–
P (P
=834,000) P
=– P
=830,360
Long‐term debt 14 2,904,579 1,231,000 (470,003) – 3,665,576
Lease liabilities 25 2,146,210 – (369,018) (158,453) 1,618,739
P
=6,715,149 P
=1,231,000 (P
=1,673,021) (P
=158,453) P
=6,114,675

2019
(In Thousands)
Non‐cash net
Balance at decrease in lease
beginning of liabilities Balance at end
Note year Availments Payments (see Note 23) of year
Loans payable 14 P
=920,637 P
=852,865 (P
=109,142) P
=– P
=1,664,360
Long‐term debt 14 3,104,503 2,604 (202,528) – 2,904,579
Lease liabilities 25 3,010,844 – (517,896) (346,738) 2,146,210
=7,035,984
P P
=855,469 (P
=829,566) (P
=346,738) P
=6,715,149

32. Reclassification of Accounts

The December 31, 2020 consolidated financial statements were restated to reflect the
reclassification of certain accounts to conform with the December 31, 2021 consolidated financial
statements presentation.
BOA/PRC Accreditation No. 4782 BDO Towers Valero
August 16, 2021, valid until April 13, 2024 8741 Paseo de Roxas
SEC Accreditation No. 0207-FR-3 (Group A) Makati City 1226 Philippines
August 29, 2019, valid until August 28, 2022 Phone : +632 8 982 9100
Fax : +632 8 982 9111
Website : www.reyestacandong.com

REPORT OF INDEPENDENT AUDITORS


ON SUPPLEMENTARY SCHEDULES

The Stockholders and the Board of Directors


MAX’S GROUP, INC.
Doing business under the name and styles of
Max’s Restaurant, Pancake House, Maple, Dencio’s, Singkit,
Yellow Cab, Teriyaki Boy, Sizzlin’ Steak, Max’s Corner Bakery,
Max’s Group Kitchen, Max’s All About Chicken, and
All About Chicken and Subsidiaries
3/F KDC Plaza, 2212 Chino Roces Avenue
Makati City, Metro Manila

We have audited in accordance with Philippine Standards on Auditing, the consolidated financial
statements of MAX’S GROUP, INC. Doing business under the name and styles of Max’s Restaurant,
Pancake House, Maple, Dencio’s, Singkit, Yellow Cab, Teriyaki Boy, Sizzlin’ Steak, Max’s Corner Bakery,
Max’s Group Kitchen, Max’s All About Chicken, and All About Chicken and Subsidiaries (the Group) as at
December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019 and have
issued our report thereon dated March 24, 2022. Our audits were made for the purpose of forming an
opinion on the consolidated financial statements taken as a whole. The accompanying supplementary
schedules for submission to the Securities and Exchange Commission (SEC) are the responsibility of the
Group’s management. These supplementary schedules include the following:

 Schedule of Financial Soundness Indicators as at and for the years ended December 31, 2021, 2020
and 2019
 Schedules Required under Annex 68‐J of Securities Regulation Code (SRC) Rule 68, as amended, as at
and for the year ended December 31, 2021
 Schedule of Retained Earnings Available for Dividend Declaration for the year ended December 31,
2021
 Corporate Structure as at December 31, 2021

The financial soundness indicators are not measures of operating performance defined by Philippine
Financial Reporting Standards (PFRS) and may not be comparable to similarly titled measures presented
by other companies. The components of these financial soundness indicators have been traced to the
Group's consolidated financial statements as at December 31, 2021 and 2020 and for the years ended
December 31, 2021, 2020, and 2019 and no material exceptions were noted.

Reyes Tacandong & Co. is a member of the RSM network. Each member of the RSM network is an independent accounting and consulting firm, and practices in its own right. The RSM network is
not itself a separate legal entity of any description in any jurisdiction.
MAX’S GROUP, INC.
Doing business under the name and styles of
Max’s Restaurant, Pancake House, Maple, Dencio’s, Singkit, Yellow Cab, Teriyaki Boy, Sizzlin’ Steak,
Max’s Corner Bakery, Max’s Group Kitchen, Max’s All About Chicken, and All About Chicken
AND SUBSIDIARIES
FINANCIAL SOUNDNESS INDICATORS

Below is a schedule showing financial soundness indicators in the years 2021, 2020 and 2019.

(Amounts in Thousands)
Ratio Formula 2021 2020 2019

Current Ratio Current assets P


=3,205,625 P
=2,810,698 P
=3,218,156
Divide by: Current liabilities 4,985,507 5,898,313 3,852,656
Current Ratio 0.64:1 0.48:1 0.84:1

Solvency Ratio Net income before P


=1,453,936 P
=134,529 P
=2,108,637
depreciation and
amortization
Divide by: Total liabilities 10,259,380 11,608,331 10,879,437
Solvency Ratio 0.14:1 0.01:1 0.19:1

Debt‐to‐equity Ratio Total liabilities P


=10,259,380 P
=11,608,331 P
=10,879,437
Divide by: Total equity 4,450,319 3,766,496 5,899,226
Debt‐to‐equity Ratio 2.31:1 3.08:1 1.84:1

Asset‐to‐equity Ratio Total assets P


=14,709,696 P
=15,374,827 P
=16,778,663
Divide by: Total equity 4,450,316 3,766,496 5,899,226
Asset‐to‐equity Ratio 3.31:1 4.08:1 2.84:1

Pretax income (loss) before


Interest Rate interest P
=809,676 (P
=1,938,598) P
=1,316,588
Coverage Ratio Divide by: Interest expense 274,954 345,758 320,364
Interest Rate Coverage Ratio 2.94:1 ‐5.61:1 4.11:1

Profitability Ratio Net income (loss) P


=450,984 (P
=1,681,353) P
=724,226
Divide by: Total equity 4,450,316 3,766,496 5,899,226
Profitability Ratio 0.10:1 ‐0.45:1 0.12:1
MAX’S GROUP, INC.
Doing business under the name and styles of
Max’s Restaurant, Pancake House, Maple, Dencio’s, Singkit, Yellow Cab, Teriyaki Boy, Sizzlin’ Steak,
Max’s Corner Bakery, Max’s Group Kitchen, Max’s All About Chicken, and All About Chicken
AND SUBSIDIARIES
Schedules Required under Annex 68‐J of Revised Securities Regulation Code Rule 68
As at and For the Year Ended December 31, 2021

Table of Contents

Schedule Description Page

A Financial Assets N/A

B Amounts Receivable from Directors, Officers, Employees, Related Parties


and Principal Stockholders (Other than Related Parties) 1

C Amounts Receivable from Related Parties which are Eliminated during the
Consolidation of Financial Statements 2

D Long‐Term Debt 3

E Indebtedness to Related Parties N/A

F Guarantees of Securities of Other Issuers N/A

G Capital Stock 4

A ‐ The Group does not have financial assets measured at fair value through other comprehensive income
and financial assets measured at fair value through profit or loss.
E ‐ Total indebtedness to related parties does not exceed five percent (5%) of the total assets.
F ‐ No guarantees of securities of other issuer.

N/A ‐ Not applicable


MAX’S GROUP, INC.
Doing business under the name and styles of
Max’s Restaurant, Pancake House, Maple, Dencio’s, Singkit, Yellow Cab, Teriyaki Boy, Sizzlin’ Steak,
Max’s Corner Bakery, Max’s Group Kitchen, Max’s All About Chicken, and All About Chicken
AND SUBSIDIARIES
SCHEDULE B ‐ AMOUNTS RECEIVABLE FROM DIRECTORS, OFFICERS, EMPLOYEES, RELATED PARTIES and PRINCIPAL STOCKHOLDERS
(OTHER THAN RELATED PARTIES)
DECEMBER 31, 2021
(Amount in Thousands)

Deductions
Balance at beginning Additions Amounts Ending Balance Balance at end
Name and Designation of Debtor of year (Collections) Collection Written off Current Noncurrent of year

Various stockholders P
=82,337 P
=– P
=– P
=– P
=82,337 P
=– P
=82,337

‐1‐
MAX’S GROUP, INC.
Doing business under the name and styles of
Max’s Restaurant, Pancake House, Maple, Dencio’s, Singkit, Yellow Cab, Teriyaki Boy, Sizzlin’ Steak,
Max’s Corner Bakery, Max’s Group Kitchen, Max’s All About Chicken, and All About Chicken
AND SUBSIDIARIES
SCHEDULE C ‐ AMOUNTS RECEIVABLE FROM RELATED PARTIES WHICH ARE ELIMINATED DURING THE CONSOLIDATION
OF FINANCIAL STATEMENTS
DECEMBER 31, 2021
(Amount in Thousands)

Balance at Beginning Deductions Ending Balance Balance at End


of Period Additions Collections Written off Current Noncurrent of Period
Max’s Group, Inc. ₽301,064 ₽481,433 ₽412,921 ₽– ₽369,576 ₽– ₽369,576
Max’s Kitchen, Inc. 89,608 359,606 301,056 – 148,158 – 148,158
No Bia, Inc. 63,353 812,572 505,889 – 370,036 – 370,036
Global Max’s Services Pte. Ltd. 86,429 487,551 429,124 – 144,856 – 144,856
Teriyaki Boy Group, Inc. 57,348 562,491 450,112 – 169,727 – 169,727
Max’s Bakeshop, Inc. 63,088 399,960 414,692 – 48,356 – 48,356
The Real American Doughnut Co. Inc. 4,881 692,206 268,428 – 428,659 – 428,659
Others 25,390 84,195 29,014 – 80,571 – 80,571
₽691,161 ₽3,880,014 ₽2,811,236 ₽– ₽1,759,939 ₽– ₽1,759,939

‐2‐
MAX’S GROUP, INC.
Doing business under the name and styles of
Max’s Restaurant, Pancake House, Maple, Dencio’s, Singkit, Yellow Cab, Teriyaki Boy, Sizzlin’ Steak,
Max’s Corner Bakery, Max’s Group Kitchen, Max’s All About Chicken, and All About Chicken
AND SUBSIDIARIES
SCHEDULE D ‐ LONG‐TERM DEBT
DECEMBER 31, 2021
(Amount in Thousands)

Amount shown under “Current portion of Amount shown under “Long‐term debt ‐
long‐term debt” account in the consolidated net of current portion” account in the
Title of issue and type of obligation statements of financial position consolidated statements of financial position
Long‐term debt P
=576,500 P
=3,089,076

‐3‐
MAX’S GROUP, INC.
Doing business under the name and styles of
Max’s Restaurant, Pancake House, Maple, Dencio’s, Singkit, Yellow Cab, Teriyaki Boy, Sizzlin’ Steak,
Max’s Corner Bakery, Max’s Group Kitchen, Max’s All About Chicken, and All About Chicken
AND SUBSIDIARIES
SCHEDULE G – CAPITAL STOCK
DECEMBER 31, 2021

Number of shares issued Number of shares


and outstanding as shown reserved for options, Directors,
Number of shares under the statements of warrants, conversion officers and
Title of Issue authorized financial position caption & other rights Related parties employees Public
Common shares 1,400,000,000 779,414,178 – 313,419,116 200,828,352 265,166,710

‐4‐
MAX’S GROUP, INC.
Doing business under the name and styles of
Max’s Restaurant, Pancake House, Maple, Dencio’s, Singkit, Yellow Cab, Teriyaki Boy, Sizzlin’ Steak,
Max’s Corner Bakery, Max’s Group Kitchen, Max’s All About Chicken, and All About Chicken
AND SUBSIDIARIES
RECONCILIATION OF RETAINED EARNINGS AVAILABLE FOR DIVIDEND DECLARATION
DECEMBER 31, 2021
(Amounts are based on the Separate Financial Statements of the Parent Company)

(In Thousands)
Retained earnings, as adjusted to amount available for
dividend declaration, at beginning of year (P
=767,126)
Add: Net Income for the year 87,231
Movement in deferred tax assets recognized through profit or loss 13,547
Retained earnings available for dividend declaration, at end of year (P
=666,348)

RECONCILIATION:
Retained earnings at end of year as shown in the
separate financial statements P
=174,511
Less: Treasury shares (495,248)
Deferred tax assets as at end of year, recognized through
profit or loss (345,611)
Retained earnings available for dividend declaration, at end of year (P
=666,348)
MAX’S GROUP, INC.
Doing business under the name and styles of
Max’s Restaurant, Pancake House, Maple, Dencio’s, Singkit, Yellow Cab, Teriyaki Boy, Sizzlin’ Steak,
Max’s Corner Bakery, Max’s Group Kitchen, Max’s All About Chicken, and All About Chicken
AND SUBSIDIARIES
MAP SHOWING THE RELATIONSHIP BETWEEN AND AMONG THE GROUP
DECEMBER 31, 2021
Anna Micelle U. Beltran <[email protected]>

Your BIR AFS eSubmission uploads were received


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[email protected] <[email protected]> Mon, Apr 18, 2022 at 4:41 PM


To: [email protected]
Cc: [email protected]

Hi MAX'S GROUP, INC.,

Valid files

EAFS205357210ITRTY122021.pdf
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Transaction Code: AFS-0-3YYRQVWT09EFE9FF9QQ4MRZ240CF7699GA


Submission Date/Time: Apr 18, 2022 04:41 PM
Company TIN: 205-357-210

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COVER SHEET
for
AUDITED FINANCIAL STATEMENTS

SEC Registration Number

A 2 0 0 0 ‐ 0 3 0 0 8

COMPANY NAME

M A X ‘ S G R O U P , I N C . D o i n g b u s i n e s s u n d e r

t h e n a m e a n d s t y l e s o f M a x ‘ s R e s t a u r a n t

, P a n c a k e H o u s e , M a p l e , D e n c i o ‘ s , S i n g k

i t , Y e l l o w C a b , T e r i y a k i B o y , S i z z l i n ‘

S t e a k , M a x ‘ s C o r n e r B a k e r y , M a x ‘ s G r o u p
K i t c h e n , M a x ‘ s A l l A b o u t C h i c k e n , a n d
A l l A b o u t C h i c k e n

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

3 / F K D C P l a z a , 2 2 1 2 C h i n o R o c e s A v e n u e ,

M a k a t i C i t y , M e t r o M a n i l a

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

A A S F S C R M D N / A

COMPANY INFORMATION
Company’s Email Address Company’s Telephone Number/s Mobile Number

[email protected] (02) 8424‐2800 0998‐592‐2549

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

100 2nd Thursday of May 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

Ms. Maria Rochelle S. Diaz [email protected] (02) 8424‐2800 0998‐988‐9897

CONTACT PERSON’S ADDRESS

3/F KDC Plaza, 2212 Chino Roces Avenue, Makati City, Metro 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.
NOTE 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 shall not excuse the corporation from liability for its deficiencies.
BOA/PRC Accreditation No. 4782 BDO Towers Valero
August 16, 2021, valid until April 13, 2024 8741 Paseo de Roxas
SEC Accreditation No. 0207-FR-3 (Group A) Makati City 1226 Philippines
August 29, 2019, valid until August 28, 2022 Phone : +632 8 982 9100
Fax : +632 8 982 9111
Website : www.reyestacandong.com

INDEPENDENT AUDITORS’ REPORT

The Stockholders and the Board of Directors


MAX’S GROUP, INC.
Doing business under the name and styles of Max’s Restaurant,
Pancake House, Maple, Dencio’s, Singkit, Yellow Cab, Teriyaki Boy,
Sizzlin’ Steak, Max’s Corner Bakery, Max’s Group Kitchen,
Max’s All About Chicken, and All About Chicken
3/F KDC Plaza, 2212 Chino Roces Avenue
Makati City, Metro Manila

Opinion

We have audited the accompanying separate financial statements of MAX’S GROUP, INC. Doing business
under the name and styles of Max’s Restaurant, Pancake House, Maple, Dencio’s, Singkit, Yellow Cab,
Teriyaki Boy, Sizzlin’ Steak, Max’s Corner Bakery, Max’s Group Kitchen, Max’s All About Chicken, and All
About Chicken (the Company), which comprise the separate statements of financial position as at
December 31, 2021 and 2020, and the separate statements of comprehensive income, separate
statements of changes in equity and separate statements of cash flows for the years ended
December 31, 2021, 2020 and 2019, and notes to separate financial statements, including a summary of
significant accounting policies.

In our opinion, the separate financial statements present fairly, in all material respects, the financial
position of the Company as at December 31, 2021 and 2020, and its financial performance and its cash
flows for the years ended December 31, 2021, 2020 and 2019 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 Separate Financial Statements section of our report. We are independent of the Company
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 the audit of the separate 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.

Responsibilities of Management and Those Charged with Governance for the Separate Financial
Statements
Management is responsible for the preparation and fair presentation of these separate financial
statements in accordance with PFRS, and for such internal control as management determines is
necessary to enable the preparation of separate financial statements that are free from material
misstatement, whether due to fraud or error.

Reyes Tacandong & Co. is a member of the RSM network. Each member of the RSM network is an independent accounting and consulting firm, and practices in its own right. The RSM network is
not itself a separate legal entity of any description in any jurisdiction.
‐2‐

In preparing the separate financial statements, management is responsible for assessing the Company’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
Company or to cease operations, or has no realistic alternative but to do so.

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

Auditors’ Responsibilities for the Audit of the Separate Financial Statements

Our objectives are to obtain reasonable assurance about whether the separate 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, these could reasonably be expected to influence the economic decisions of users
taken on the basis of these separate 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 separate 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 Company’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 Company’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 separate 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
Company to cease to continue as a going concern.

 Evaluate the overall presentation, structure and content of the separate financial statements,
including the disclosures, and whether the separate financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.
MAX’S GROUP, INC.
Doing business under the name and styles of
Max’s Restaurant, Pancake House, Maple, Dencio’s, Singkit, Yellow Cab, Teriyaki Boy, Sizzlin’ Steak,
Max’s Corner Bakery, Max’s Group Kitchen, Max’s All About Chicken, and All About Chicken
SEPARATE STATEMENTS OF FINANCIAL POSITION

December 31
Note 2021 2020
ASSETS
Current Assets
Cash and cash equivalents 4 P
=103,183,302 P
=427,637,605
Trade and other receivables 5 759,735,361 876,418,289
Inventories 6 8,547,373 6,462,735
Due from related parties 15 2,315,713,863 892,826,863
Other current assets 7 43,721,314 39,384,697
Total Current Assets 3,230,901,213 2,242,730,189
Noncurrent Assets
Investment in subsidiaries 8 5,190,962,624 5,416,812,472
Property and equipment 9 450,727,738 501,270,094
Right‐of‐use (ROU) assets 23 216,987,450 326,047,131
Intangible assets 10 112,211,050 117,818,889
Net deferred tax assets 22 283,189,490 263,981,168
Other noncurrent assets 11 126,897,468 115,781,000
Total Noncurrent Assets 6,380,975,820 6,741,710,754
P
=9,611,877,033 P
=8,984,440,943

LIABILITIES AND EQUITY


Current Liabilities
Trade and other payables 12 P
=723,856,190 P
=1,228,392,637
Loans payable 13 780,359,910 780,359,910
Current portion of long‐term debt 13 576,500,000 56,500,000
Due to related parties 15 212,637,215 218,806,624
Lease liabilities 23 74,855,668 80,381,665
Total Current Liabilities 2,368,208,983 2,364,440,836
Noncurrent Liabilities
Long‐term debt ‐ net of current portion 13 2,067,682,946 1,420,687,500
Lease liabilities ‐ net of current portion 23 161,290,952 260,817,553
Net retirement liability 14 72,986,764 104,189,885
Contract liabilities ‐ net of current portion 12 11,945,371 16,544,445
Total Noncurrent Liabilities 2,313,906,033 1,802,239,383
Total Liabilities 4,682,115,016 4,166,680,219
Equity
Capital stock 16 1,087,082,024 1,087,082,024
Additional paid‐in capital 4,149,259,005 4,149,259,005
Treasury stock 16 (495,247,834) (495,247,834)
Retained earnings 174,511,376 87,280,468
Remeasurement loss on net retirement liability 14 14,157,446 (10,612,939)
Total Equity 4,929,762,017 4,817,760,724
P
=9,611,877,033 P
=8,984,440,943

See accompanying Notes to Separate Financial Statements.


MAX’S GROUP, INC.
Doing business under the name and styles of
Max’s Restaurant, Pancake House, Maple, Dencio’s, Singkit, Yellow Cab, Teriyaki Boy, Sizzlin’ Steak,
Max’s Corner Bakery, Max’s Group Kitchen, Max’s All About Chicken, and All About Chicken
SEPARATE STATEMENTS OF COMPREHENSIVE INCOME

Years Ended December 31


Note 2021 2020 2019

REVENUE 17
Restaurant sales P
=481,841,154 P
=507,948,563 P
=1,211,355,722
Franchise, royalty fees and others 248,052,021 281,464,335 488,581,936
729,893,175 789,412,898 1,699,937,658

COSTS OF SALES AND SERVICES 18 442,614,114 584,452,302 1,027,347,700

GROSS PROFIT 287,279,061 204,960,596 672,589,958

GENERAL AND ADMINISTRATIVE


EXPENSES 19 (763,643,655) (679,511,523) (728,954,710)

SALES AND MARKETING EXPENSES 19 (33,187,402) (50,259,087) (79,177,866)

FINANCE COSTS 13 (130,656,218) (132,974,700) (60,688,691)

DIVIDEND INCOME 8 – 14,485,000 56,536,300

OTHER INCOME ‐ Net 21 702,983,448 354,468,124 243,160,288

RESTRUCTURING COSTS 21 – (219,893,602) –

INCOME (LOSS) BEFORE INCOME TAX 62,775,234 (508,725,192) 103,465,279

PROVISION FOR (BENEFIT FROM)


INCOME TAX 22
Current 4,020,200 9,113,263 20,260,560
Deferred (28,475,874) (92,007,684) 24,781,315
(24,455,674) (82,894,421) 45,041,875

NET INCOME (LOSS) 87,230,908 (425,830,771) 58,423,404

OTHER COMPREHENSIVE INCOME (LOSS)


Not to be reclassified to profit or loss 15
Remeasurement gain (loss) on net
retirement liability, net of deferred
income tax 24,770,385 (7,938,520) (34,553,578)

TOTAL COMPREHENSIVE INCOME (LOSS) P


=112,001,293 (P
=433,769,291) P
=23,869,826

See accompanying Notes to Separate Financial Statements.


MAX’S GROUP, INC.
Doing business under the name and styles of
Max’s Restaurant, Pancake House, Maple, Dencio’s, Singkit, Yellow Cab, Teriyaki Boy, Sizzlin’ Steak,
Max’s Corner Bakery, Max’s Group Kitchen, Max’s All About Chicken, and All About Chicken
SEPARATE STATEMENTS OF CHANGES IN EQUITY

Years Ended December 31


Note 2021 2020 2019

CAPITAL STOCK
Balance at beginning and end of year 16 P
=1,087,082,024 =1,087,082,024
P P
=1,087,082,024

ADDITIONAL PAID‐IN CAPITAL


Balance at beginning and end of year 4,149,259,005 4,149,259,005 4,149,259,005

TREASURY STOCK 16
Balance at beginning of year (495,247,834) (793,590) –
Reacquisition – (494,454,244) (793,590)
Balance at end of year (495,247,834) (495,247,834) (793,590)

RETAINED EARNINGS
Balance at beginning of year 87,280,468 694,637,378 793,994,611
Net income (loss) 87,230,908 (425,830,771) 58,423,404
Cash dividends 16 – (181,526,139) (157,780,637)
Balance at end of year 174,511,376 87,280,468 694,637,378

REMEASUREMENT GAIN (LOSS) ON NET


RETIREMENT LIABILITY ‐
net of deferred income tax 14
Balance at beginning of year (10,612,939) (2,674,419) 31,879,159
Remeasurement gain (loss) 24,770,385 (7,938,520) (34,553,578)
Balance at end of year 14,157,446 (10,612,939) (2,674,419)

P
=4,929,762,017 =4,817,760,724
P P
=5,927,510,398

See accompanying Notes to Separate Financial Statements.


MAX’S GROUP, INC.
Doing business under the name and styles of
Max’s Restaurant, Pancake House, Maple, Dencio’s, Singkit, Yellow Cab, Teriyaki Boy, Sizzlin’ Steak,
Max’s Corner Bakery, Max’s Group Kitchen, Max’s All About Chicken, and All About Chicken
SEPARATE STATEMENTS OF CASH FLOWS

Years Ended December 31


Note 2021 2020 2019

CASH FLOWS FROM OPERATING ACTIVITIES


Income (loss) before income tax P
=62,775,234 (P
=508,725,192) P
=103,465,279
Adjustments for:
Gain (loss) on sale of investment in a
subsidiary 8 (352,027,676) – 80,920,191
Finance costs 13 130,656,218 132,974,700 60,688,691
Depreciation and amortization 9 139,316,305 193,630,032 220,098,992
Gain on rent concessions 21 (35,818,587) (44,064,978) –
Provision for estimated credit losses 5 31,530,373 – 2,500,000
Retirement expense 14 11,655,154 14,878,827 9,827,845
Loss (gain) on disposal of assets 21 819,053 (17,903,303) (917,716)
Interest income 4 (122,477) (136,918) (137,222)
Gain on conversion of franchised stores 21 – – (23,629,370)
Dividend income 8 – (14,485,000) (56,536,300)
Restructuring costs 21 – 219,893,602 –
Operating income (loss) before working capital
changes (11,216,403) (23,938,230) 396,280,390
Decrease (increase) in:
Trade and other receivables (42,847,445) (341,283,465) (25,647,954)
Inventories (2,084,638) 4,828,519 (660,133)
Other current assets (2,149,170) 19,077,883 6,936,591
Increase (decrease) in:
Trade and other payables 152,038,418 451,953,793 120,136,586
Contract liabilities (5,697,407) (10,240,324) (8,398,657)
Net cash generated from operations 88,043,355 100,398,176 488,646,823
Interest paid (127,865,107) (100,571,107) (46,480,318)
Contributions to plan asset 14 (8,088,281) (6,573,399) –
Income tax paid (6,207,646) (22,067,082) (20,260,560)
Retirement benefits from paid from book
reserves 14 (732,058) (75,530) (180,591)
Interest received 122,477 136,918 137,222
Net cash provided by (used in) operating
activities (54,727,260) (28,752,024) 421,862,576

(Forward)
‐2‐

Years Ended December 31


Note 2021 2020 2019

CASH FLOWS FROM INVESTING ACTIVITIES


Additions to:
Property and equipment 9 (P
=7,106,719) (P
=66,100,218) (P
=95,176,123)
Intangible assets 10 (18,996) (890,488) (417,516)
Investment in subsidiaries 8 – – (291,500,000)
Dividend received 8 – 14,485,000 56,536,300
Decrease (increase) in:
Other noncurrent assets (11,116,468) (11,926,475) (26,303,160)
Due from related parties (1,422,887,000) 10,195,469 (861,873,538)
Proceeds from:
Sale of a subsidiary 65,877,524 320,000,000 –
Disposal of assets 122,923 7,272,927 284,449,196
Net cash provided by (used in) investing
activities (1,375,128,736) 273,036,215 (934,284,841)

CASH FLOWS FROM FINANCING ACTIVITIES


Receipts from: 13
Long term debt – net of deferred transaction
cost 1,221,767,500 – –
Loans payable 600,000,000 – 13,731,357
Due to related parties – 40,138,567 –
Payments for:
Loans payable 13 (600,000,000) 780,000,000 (222,000,000)
Long‐term debt 13 (56,500,000) – 1,142,500,000
Lease liabilities 23 (53,696,398) (99,250,168) (159,071,598)
Due to related parties 15 (6,169,409) –
Acquisition of treasury stock 16 – (494,454,244) (793,590)
Cash dividends paid 16 – (181,526,139) (157,780,637)
Net cash provided by financing activities 1,105,401,693 44,908,016 616,585,532

NET INCREASE (DECREASE) IN CASH AND CASH


EQUIVALENTS (324,454,303) 289,192,207 104,163,267

CASH AND CASH EQUIVALENTS AT


BEGINNING OF YEAR 427,637,605 138,445,398 34,282,131

CASH AND CASH EQUIVALENTS AT


END OF YEAR P
=103,183,302 P
=427,637,605 P
=138,445,398
‐3‐

Years Ended December 31


Note 2021 2020 2019

NONCASH FINANCIAL INFORMATION


Elimination of investment in subsidiary through
application of deposit from sale of
subsidiary =640,000,000
P P
=– P
=–
Recognition (derecognition) of: 23
Lease liabilities 10,186,924 184,747,748 664,281,653
ROU assets 10,186,924 184,747,748 625,441,941
Accrued rent – – (24,756,339)
Conversion of due from a related party to
investment in a subsidiary 8 – 34,100,000 –

See accompanying Notes to Separate Financial Statements.


MAX’S GROUP, INC.
Doing business under the name and styles of
Max’s Restaurant, Pancake House, Maple, Dencio’s, Singkit, Yellow Cab, Teriyaki Boy, Sizzlin’ Steak,
Max’s Corner Bakery, Max’s Group Kitchen, Max’s All About Chicken, and All About Chicken
NOTES TO SEPARATE FINANCIAL STATEMENTS

1. Corporate Information

MAX’S GROUP, INC. Doing business under the name and styles of Max’s Restaurant, Pancake House,
Maple, Dencio’s, Singkit, Yellow Cab, Teriyaki Boy, Sizzlin’ Steak, Max’s Corner Bakery, Max’s Group
Kitchen, Max’s All About Chicken, and All About Chicken (the Company) was incorporated and
registered with the Securities and Exchange Commission (SEC) on March 1, 2000 and is domiciled in
the Republic of the Philippines. Its shares are publicly traded in the Philippine Stock Exchange (PSE).
The Company is primarily engaged in the business of catering foods and establishing, operating and
maintaining restaurants, coffee shops, refreshments parlors and cocktail lounges.

The Company’s primary purpose also include dealing in the business of acquiring and developing any
and all trade names, brand names and master franchises, including other intellectual property rights
necessary to commence and operate the relevant business enterprises, as well as to grant the use of
such trade names, brand names and master franchises for and in consideration of the payment of
fees and royalties, and in connection therewith, establish management services for the expansion of
the business enterprises.

The Company owned thirty‐seven (37) and forty (40) Pancake House stores, as at December 31,
2021 and 2020, respectively.

The Company’s principal place of business is located at 3/F KDC Plaza, 2212 Chino Roces Avenue,
Makati City, Metro Manila.

Impact of the Coronavirus (COVID‐19) Pandemic


The Company has felt the effect of the pandemic for the second year with intermittent lockdowns
throughout 2021 due to spikes in infection rates in its local and international businesses. Locally,
the quarantine scenarios were still imminent during the first and third quarter of 2021.

Despite such, the Company has recovered in terms of its top‐line sales versus the previous year as
vaccination rollout has taken place and restrictions affecting the food business have been relaxed as
compared to 2020 with modifications in relaxed guidelines for dine in 2021.

Management is cautiously optimistic of sales recovery brought about by better dine‐in patronage
and strengthened omni‐channel presence which was the thrust during the first year of the
pandemic. Likewise, the Company has developed new store format and product offerings enabling
better recovery of the bottomline. The Company has also expanded to adjacent activities such as
business‐to‐business (B2B) manufacturing businesses. The Company’s B2B activated Ready‐to‐Cook
meal offerings in groceries, supermarkets, retailers and distributors aside from the traditional
channels. With its scale and local and global footprint, the Company has also entered into
manufacturing its own brands, servicing institutional clients as toll manufacturers and distributors.
This ensures steady supply as demand is expected to grow as the market picks up.
‐2‐

The Company has also revitalized its business model through strategic initiatives with a healthy
portfolio of its various brands maximizing its potential to cater various market segments and
demographics. The recalibrated and resized operations enabled the Company to realize efficient
cost structures in its supply chain, store operations and corporate overhead.

The Company also implemented programs in 2020 to rationalize costs and streamline operations.
In 2020, management’s initiatives in shifting business strategies resulted in, among others, the
identification of efficiencies relevant to business conditions and identification of non‐performing
store operations. Restructuring activities were initiated that led to rationalizing store network of
certain company‐owned and/or franchised stores.

With these initiatives, management has considered the consequences of COVID‐19 and other
conditions, and it has determined that they do not create a material uncertainty that casts
significant doubt upon the entity’s ability to continue as a going concern. Accordingly, the
Company’s separate financial statements were prepared on a going concern basis.

Approval on the Issuance of the Separate Financial Statements


The separate financial statements of the Company as at December 31, 2021 and 2020 and for the
years ended December 31, 2021, 2020 and 2019 were approved and authorized for issue by the
BOD of the Company on March 24, 2022.

2. Summary of Significant Accounting Policies

Basis of Preparation
The separate financial statements have been prepared in accordance with Philippine Financial
Reporting Standards (PFRS) issued and approved by the Philippine Financial Reporting Standards
Council and adopted by the SEC, including SEC pronouncements. This financial reporting framework
includes PFRS, Philippine Accounting Standards (PAS) and Philippine Interpretation from
International Financial Reporting Interpretations Committee.

The Company also prepares and issues consolidated financial statements for the same period in
accordance with PFRS. In the consolidated financial statements, the subsidiary undertakings have
been fully consolidated. Users of these separate financial statements should read them together
with the consolidated financial statements in order to obtain full information on the consolidated
statements of financial position, consolidated financial performance and consolidated cash flows of
the Group. The consolidated financial statements are available for public use and may be obtained
at the Company’s registered office address and at the SEC.

Measurement Bases
The separate financial statements are presented in Philippine Peso (Peso), which is the Company’s
functional currency. All amounts are rounded to the nearest Peso unit except when otherwise
indicated.

The separate financial statements of the Company have been prepared under the historical cost
basis. Historical cost is generally based on the fair value of the consideration given in exchange for
assets and the fair value of consideration received in exchange for incurring a liability.
‐3‐

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

 In the principal market for the asset or liability; or


 In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible to the Company.

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

A fair value measurement of nonfinancial asset takes into account a market participant’s ability to
generate economic benefits by using the asset in its highest and best use or by selling it to another
market participant that would use the asset in its highest and best use.

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

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

 Level 1 ‐ Quoted (unadjusted) market prices in active markets for identical assets or liabilities.

 Level 2 ‐ Valuation techniques for which the lowest level input that is significant to the fair value
measurement is directly or indirectly observable.

 Level 3 ‐ Valuation techniques for which the lowest level input that is significant to the fair value
measurement is not observable.

For assets and liabilities that are recognized in the separate financial statements on a recurring
basis, the Company determines whether transfers have occurred between levels in the hierarchy by
re‐assessing categorization at the end of each reporting date.

For the purpose of fair value disclosures, the Company has determined classes of assets and
liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of
the fair value hierarchy as explained above.

Further information about the assumptions made in measuring fair value is included in Note 24 to
the separate financial statements.
‐4‐

Adoption of Amended PFRS


The accounting policies adopted are consistent with those of the previous financial year, except for
the adoption of the following amended PFRS.

 Amendment to PFRS 16, Leases ‐ COVID‐19‐Related Rent Concessions beyond June 30, 2021 ‐ In
2020, PFRS 16 was amended to provide practical expedient to lessees from applying the
requirements on lease modifications for eligible rent concessions that is a direct consequence of
COVID‐19 pandemic. A lessee may elect not to assess whether eligible rent concessions from a
lessor is a lease modification. A lessee that makes this election account for any change in lease
payments resulting from the COVID‐19 related rent concession the same way it would account
for a change that is not a lease modification, e.g., as a variable lease payment. This amendment
is effective for annual reporting periods beginning on or after June 1, 2020, with earlier
application permitted, and covers eligible rent concessions until June 30, 2021. The Company
applied the practical expedient in its financial statements for the year ended December 31,
2020.

Due to continuing impact of the pandemic, another amendment to PFRS 16 was issued in 2021,
which allows lessees to extend the application of the practical expedient regarding COVID‐19‐
related rent concessions to reduction in lease payments that are due on or before June 30,
2022. The amendment is effective for annual reporting periods beginning on or after April 1,
2021 but earlier application is permitted. The 2021 amendment is mandatory for entities that
elected to apply the previous amendment. Accordingly, the Company has applied the
amendment in its December 31, 2021 financial statements.

By applying the practical expedient, the Company is no longer required to remeasure the lease
liabilities to reflect the revised consideration using a revised discount rate. Instead, the effect of
the change in the lease liabilities is reflected in profit or loss in the period in which the event or
condition that triggers the rent concession occurs. The amount of reduction in lease liabilities
that was recognized in profit or loss amounted to P =35.8 million in 2021 (see Note 23).

Amended PFRS Issued But Not Yet Effective


Relevant amended PFRS, which are not yet effective as at December 31, 2021 and have not been
applied in preparing the separate financial statements, are summarized below.

Effective for annual periods beginning on or after January 1, 2022:

 Amendments to PFRS 3, Reference to Conceptual Framework ‐ The amendments will replace the
reference of PFRS 3 from the 1989 Framework to the current 2018 Conceptual Framework. The
amendments include an exception that specifies that, for some types of liabilities and
contingent liabilities, an entity applying PFRS 3 should refer to PAS 37, Provisions, Contingent
Liabilities and Contingent Assets, or IFRIC 21, Levies, instead of the Conceptual Framework. The
requirement will ensure that the liabilities recognized in a business combination will remain the
same as those recognized applying the current requirements in PFRS 3. The amendments also
clarified that an acquirer shall not recognize contingent assets acquired in a business
combination. The amendments should be applied prospectively.
‐5‐

 Amendments to PAS 16, Property, Plant and Equipment ‐ Proceeds Before Intended Use ‐
The amendments prohibit deducting from the cost of property, plant and equipment any
proceeds from selling items produced while bringing that asset to the location and condition
necessary for its intended use. Instead, the proceeds and related costs from such items shall be
recognized in profit or loss. The amendments must be applied retrospectively to items of
property, plant and equipment made available for use on or after the beginning of the earliest
period presented when an entity first applied the amendments.

 Amendments to PAS 37, Onerous Contracts ‐ Cost of Fulfilling a Contract ‐ The amendments
clarify that for the purpose of assessing whether a contract is onerous, the cost of fulfilling a
contract comprises both the incremental costs of fulfilling that contract and an allocation of
costs directly related to contract activities. The amendments apply to contracts existing at the
date when the amendments are first applied. At the date of initial application, the cumulative
effect of applying the amendments is recognized as an opening balance adjustment to retained
earnings or other component of equity, as applicable. Accordingly, the comparatives are not
restated. Earlier application is permitted.

 Annual Improvements to PFRS 2018 to 2020 Cycle:

o Amendment to PFRS 9, Financial Instruments ‐ Fees in the ‘10 per cent’ Test for
Derecognition of Financial Liabilities ‐ The amendment clarifies which fees an entity shall
include when it applies the ‘10 per cent’ test in assessing whether to derecognize a
financial liability (i.e. whether the terms of a new or modified financial liability is
substantially different from the terms of the original financial liability). These fees include
only those paid or received between the borrower and the lender, including fees paid or
received by either the borrower or the lender on the other’s behalf. The amendment
applies to financial liabilities that are modified or exchanged on or after the beginning of
the annual reporting period in which the entity first applied the amendments. Earlier
application is permitted.

o Amendment to PFRS 16, Leases ‐ Lease Incentives ‐ The amendment removes from the
Illustrative Example 13 the illustration of the reimbursement of leasehold improvements by
the lessor. The objective of the amendment is to avoid any potential confusion regarding
the treatment of lease incentives because of how the requirements for lease incentives are
illustrated.

Effective for annual periods beginning on or after January 1, 2023:

 Amendments to PAS 1, Classification of Liabilities as Current or Non‐current ‐ The amendments


clarify the requirements for an entity to have the right to defer settlement of the liability for at
least 12 months after the reporting period. The amendments also specify and clarify the
following: (i) an entity’s right to defer settlement must exist at the end of the reporting period,
(ii) the classification is unaffected by management’s intentions or expectations about whether
the entity will exercise its right to defer settlement, (iii) how lending conditions affect
classification, and (iv) requirements for classifying liabilities where an entity will or may settle by
issuing its own equity instruments. The amendments must be applied retrospectively. Earlier
application is permitted.
‐6‐

 Amendments to PAS 1 and PFRS Practice Statement 2, Disclosure Initiative – Accounting Policies
‐ The amendments require an entity to disclose its material accounting policies, instead of its
significant accounting policies and provide guidance on how an entity applies the concept of
materiality in making decisions about accounting policy disclosures. In assessing the materiality
of accounting policy information, entities need to consider both the size of the transactions,
other events or conditions and its nature. The amendments clarify (1) that accounting policy
information may be material because of its nature, even if the related amounts are immaterial,
(2) that accounting policy information is material if users of an entity’s financial statements
would need it to understand other material information in the financial statements, and (3) if an
entity discloses immaterial accounting policy information, such information should not obscure
material accounting policy information. In addition, PFRS Practice Statement 2, Making
Materiality Judgements, is amended by adding guidance and examples to explain and
demonstrate the application of the ‘four‐step materiality process’ to accounting policy
information. The amendments should be applied prospectively. Earlier application is permitted.

 Amendments to PAS 8, Definition of Accounting Estimates ‐ The amendments clarify the


distinction between changes in accounting estimates and changes in accounting policies, and
the correction of errors. Under the new definition, accounting estimates are “monetary
amounts in financial statements that are subject to measurement uncertainty”. An entity
develops an accounting estimate if an accounting policy require an item in the financial
statements to be measured in a way that involves measurement uncertainty. The amendments
clarify that a change in accounting estimate that results from new information or new
developments is not a correction of an error, and that the effects of a change in an input or a
measurement technique used to develop an accounting estimate are changes in accounting
estimates if they do not result from the correction of prior period errors. A change in an
accounting estimate may affect only the profit or loss in the current period, or the profit or loss
of both the current and future periods. Earlier application is permitted.

 Amendments to PAS 12, Deferred Tax Related Assets and Liabilities from a Single
Transaction ‐ The amendments require companies to recognize deferred tax on transactions
that, on initial recognition, give rise to equal amounts of taxable and deductible temporary
differences. Earlier application is permitted.

Deferred Effectivity ‐

 Amendments to PFRS 10, Consolidated Financial Statements, and PAS 28 ‐ Sale or Contribution
of Assets Between an Investor and its Associate or Joint Venture ‐ The amendments address a
conflicting provision under the two standards. It clarifies that a gain or loss shall be recognized
fully when the transaction involves a business, and partially if it involves assets that do not
constitute a business. The effective date of the amendments, initially set for annual periods
beginning on or after January 1, 2016, was deferred indefinitely in December 2015 but earlier
application is still permitted.

Under prevailing circumstances, the adoption of the foregoing amended PFRS is not expected to
have any material effect on the separate financial statements of the Company. Additional
disclosures will be included in the separate financial statements, as applicable.
‐7‐

Financial Assets and Liabilities

Date of Recognition. Financial assets and liabilities are recognized in the separate statements of
financial position when the Company becomes a party to those contractual provisions of a financial
instrument. In the case of a regular way purchase or sale of financial assets, recognition and
derecognition, as applicable, is done using settlement date accounting.

Initial Recognition. Financial instruments are recognized initially at fair value, which is the fair value
of the consideration given (in case of an asset) or received (in case of a liability). The initial
measurement of financial instruments, except for those designated at fair value through profit and
loss (FVPL), includes transaction cost.

“Day 1” Difference. Where the transaction in a non‐active market is different from the fair value of
other observable current market transactions in the same instrument or based on a valuation
technique whose variables include only data from observable market, the Company recognizes the
difference between the transaction price and fair value (a “Day 1” difference) in profit or loss. In
cases where there is no observable data on inception, the Company deems the transaction price as
the best estimate of fair value and recognizes “Day 1” difference in profit or loss when the inputs
become observable or when the instrument is derecognized. For each transaction, the Company
determines the appropriate method of recognizing the “Day 1” difference.

Classification of Financial Instruments. The Company classifies its financial assets at initial
recognition under the following categories: (a) financial assets at amortized cost, (b) financial assets
at fair value through other comprehensive income (FVOCI) and, (c) financial assets at FVPL. The
classification of a financial instrument largely depends on the Company’s business model and its
contractual cash flow characteristics. Financial liabilities, on the other hand, are classified under the
following categories: (a) financial liabilities at amortized cost and (b) financial liabilities at FVPL.

As at December 31, 2021 and 2020, the Company does not have financial assets designated as
FVOCI and financial assets and liabilities measured at FVPL.

Financial Assets at Amortized Cost. A financial asset shall be measured at amortized cost if both of
the following conditions are met:

 the financial asset is held within a business model whose objective is 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
solely payments of principal and interest on the principal amount outstanding.

After initial recognition, financial assets at amortized cost are subsequently measured at amortized
cost using the effective interest method, less allowance for impairment, if any. Amortized cost is
calculated by taking into account any discount or premium on acquisition and fees that are an
integral part of the effective interest rate. Gains and losses are recognized in profit or loss when the
financial assets are derecognized and through amortization process. Financial assets at amortized
cost are included under current assets if realizability or collectability is within 12 months after the
reporting period. Otherwise, these are classified as noncurrent assets.

The Company’s cash and cash equivalents, trade and other receivables (excluding advances to
officers and employees), due from related parties and rental deposits (included under “Other
noncurrent assets” account) are classified under this category.
‐8‐

Financial Liabilities at Amortized Cost. Financial liabilities are categorized as financial liabilities at
amortized cost when the substance of the contractual arrangement results in the Company having
an obligation either to deliver cash or another financial asset to the holder, or to settle the
obligation other than by the exchange of a fixed amount of cash or another financial asset for a fixed
number of its own equity instruments.

These financial liabilities are initially recognized at fair value less any directly attributable transaction
costs. After initial recognition, these financial liabilities are subsequently measured at amortized
cost using the effective interest method. Amortized cost is calculated by taking into account any
discount or premium on the issue and fees that are an integral part of the effective interest rate.
Gains and losses are recognized in profit or loss when the liabilities are derecognized or through the
amortization process.

This category includes trade and other payables (excluding statutory liabilities, contract liabilities
and deposits from sale of a subsidiary), due to related parties, lease liabilities, loans payable and
long‐term debt.

Reclassification
The Company reclassifies its financial assets when, and only when, it changes its business model for
managing those financial assets. The reclassification is applied prospectively from the first day of
the first reporting period following the change in the business model (reclassification date).

For a financial asset reclassified out of the financial assets at amortized cost category to financial
assets at FVPL, any gain or loss arising from the difference between the previous amortized cost of
the financial asset and fair value is recognized in profit or loss.

For a financial asset reclassified out of the financial assets at amortized cost category to financial
assets at FVOCI, any gain or loss arising from a difference between the previous amortized cost of
the financial asset and fair value is recognized in other comprehensive income.

Impairment of Financial Assets at Amortized Cost


The Company recognizes an allowance for expected credit loss (ECL) for financial assets carried at
amortized cost. ECL is based on the difference between the contractual cash flows due in
accordance with the contract and all the cash flows that the Company expects to receive. The
difference is then discounted at an approximation to the asset’s original effective interest rate.

For trade receivables, the Company has applied the simplified approach in measuring ECL.
Simplified approach requires that ECL should always be based on the lifetime ECL. The Company has
established a provision matrix that is based on its historical credit loss experience, adjusted for
forward‐looking factors specific to the debtors and the economic environment and an assessment of
both the current as well as the forecast direction of conditions at the reporting date, including time
value of money where appropriate.

For other financial assets at amortized cost which mainly comprise of cash and cash equivalents,
other receivables, rental deposits on lease contracts, related party transactions and receivable from
disposal of interest, the Company applies the general approach in measuring the ECL. This approach
recognizes an allowance based on either the 12‐month ECL, which pertains to the portion of lifetime
ECL that result from default events on a financial instrument that are possible within 12 months
after the reporting period.
‐9‐

However, when there has been a significant increase in credit risk since initial recognition, the
allowance will be based on the lifetime ECL. When determining whether the credit risk of a financial
asset has increased significantly since initial recognition, the Company compares the risk of a default
occurring on the financial instrument as at the reporting date with the risk of a default occurring on
the financial instrument as at the date of initial recognition and consider reasonable and
supportable information, that is available without undue cost or effort, that is indicative of
significant increases in credit risk since initial recognition.

Derecognition of Financial Assets and Liabilities

Financial Assets. 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 right to receive cash flows from the asset has expired;

 the Company retains the right to receive cash flows from the financial asset, but has assumed an
obligation to pay them in full without material delay to a third party under a “pass‐through”
arrangement; or

 the Company has transferred its right to receive cash flows from the financial 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 Company has transferred its right to receive cash flows from a financial asset or has
entered into a pass‐through arrangement, and has neither transferred nor retained substantially all
the risks and rewards of ownership of the financial asset nor transferred control of the financial
asset, the financial asset is recognized to the extent of the Company’s continuing involvement in the
financial asset. Continuing involvement that takes the form of a guarantee over the transferred
financial asset is measured at the lower of the original carrying amount of the financial asset and the
maximum amount of consideration that the Company could be required to repay.

Financial Liabilities. A financial liability is derecognized when the obligation under the liability is
discharged, cancelled or has expired. 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 the separate statements of comprehensive income.

Classification of Financial Instrument between Liability and Equity


A financial instrument is classified as liability if it provides for a contractual obligation to:

 Deliver cash or another financial asset to another entity;

 Exchange financial assets or financial liabilities with another entity under conditions that are
potentially unfavorable to the Company; or

 Satisfy the obligation other than by the exchange of a fixed amount of cash or another financial
asset for a fixed number of own equity shares.
‐ 10 ‐

If the Company does not have an unconditional right to avoid delivering cash or another financial
asset to settle its contractual obligation, the obligation meets the definition of a financial liability.

Offsetting of Financial Assets and Liabilities


Financial assets and financial liabilities are offset and the net amount reported in the separate
statements of financial position if, and only if, there is a currently enforceable legal 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 separate statements of financial
position.

Inventories
Inventories consist of food, beverage, store and kitchen supplies. Inventories are valued at the
lower of cost and net realizable value (NRV).

Cost is determined using the weighted average method. Cost of processed inventories include
direct materials, labor and proportional manufacturing overhead cost based on normal capacity.

NRV of food, beverage and processed inventories is the estimated selling price in the ordinary
course of business less the estimated costs to complete and estimated costs necessary to make the
sale. NRV of store and kitchen supplies and equipment is the current replacement cost. In
determining NRV, the Company considers any adjustment necessary for spoilage, breakage and
obsolescence.

Other Current Assets


Other current assets include advances to suppliers, creditable withholding taxes (CWTs) and prepaid
expenses.

Advances to Suppliers. Advances to suppliers represent advance payments on goods or services to


be purchased in connection with the Company’s operations. These are charged as an expense in the
separate statements of comprehensive income upon actual receipt of goods or services, which is
normally within twelve months or within the normal operating cycle.

Prepaid Expenses. Prepayments are carried at cost and are amortized on a straight‐line basis over
the period of expected usage, which is equal to or less than twelve months or within the normal
operating cycle. Prepayments that are expected to be realized for no more than 12 months after
the reporting period are classified as current asset. Otherwise, these are classified as noncurrent
assets.

CWTs. CWTs represent the amount withheld by the Company’s customers in relation to its
restaurant and commissary sales. These are recognized upon collection of the related sales and are
utilized as tax credits against income tax due as allowed by the Philippine taxation laws and
regulations. CWTs are stated at their estimated NRV.

Investment in Subsidiaries
Investment in subsidiaries is accounted for under the cost method less any allowance for
impairment losses. Distributions received in excess of such profits are regarded as recovery of
investment and are recognized as a reduction of the cost of the investment.
‐ 11 ‐

A subsidiary is an entity in which the Company has control. Control is achieved when the Company
is exposed, or has rights, to variable returns from its involvement with the investee and has the
ability to affect those returns through its power over the investee. Specifically, the Company
controls an investee if and only if the Company has:

 Power over the investee (i.e. existing rights that give it the current ability to direct the relevant
activities of the investee);

 Exposure, or rights, to variable returns from its involvement with the investee; and

 The ability to use its power over the investee to affect its returns.

When the Company has less than majority of the voting or similar rights of an investee, the
Company considers all relevant facts and circumstances in assessing whether it has power over an
investee, including:

 The contractual arrangement with the other vote holders of the investee;

 Rights arising from other contractual arrangement; and

 The Company’s voting rights and potential voting rights.

The Company re‐assesses whether or not it controls an investee if facts and circumstances indicate
that there are changes to one or more of the three elements of control.

Property and Equipment


Property and equipment, except land, is stated at cost less accumulated depreciation, amortization
and impairment in value, if any. Land is stated at cost less any impairment in value.

The initial cost of property and equipment comprises its purchase price, including import duties,
non‐refundable purchase taxes and any directly attributable costs of bringing the asset to its
working condition and location for its intended use. Expenditures incurred after the property and
equipment have been put into operation, such as repairs and maintenance, are normally charged to
operations in the year the costs are incurred. In situations where it can be clearly demonstrated
that the expenditures have resulted in an increase in the future economic benefits expected to be
obtained from the use of an item of property and equipment beyond its originally assessed standard
of performance, the expenditures are capitalized as additional costs of property and equipment.

Each part of an item of property and equipment with cost that is significant in relation to the total
cost of the item is depreciated and amortized separately.

Depreciation and amortization are calculated on a straight‐line method over the following estimated
useful lives of the property and equipment:

Category Number of Years


Leasehold improvements 5 to 12 or lease term,
whichever is lower
Store and kitchen equipment 5 to 12
Furniture, fixtures and office equipment 3 to 5
Transportation equipment 3 to 5
‐ 12 ‐

The estimated useful lives and depreciation and amortization method are reviewed periodically to
ensure that the periods and method of depreciation and amortization are consistent with the
expected pattern of economic benefits from items of property and equipment.

When assets are retired or otherwise disposed of, the cost and the related accumulated
depreciation and amortization are removed from the accounts and any resulting gain or loss is
recognized in separate statements of comprehensive income. Fully‐depreciated and amortized
assets are retained as property and equipment until these are no longer in use.

Construction in‐progress is stated at cost. This includes cost of construction and other direct costs.
Construction in‐progress is not depreciated until such time as the relevant assets are completed and
available for use. These are reclassified to a specific category of property and equipment when the
construction and other related activities necessary to prepare the assets for their intended use are
completed and the assets are available for use.

The carrying value of property and equipment is reviewed for impairment when events or changes
in circumstances indicate that the carrying value may not be recoverable.

Intangible Assets
Intangible assets acquired separately are measured on initial recognition at cost. The cost of
intangible assets acquired in a business combination is the fair value as at the date of acquisition.

Following initial recognition, intangibles are carried at cost less any accumulated amortization and
any accumulated impairment losses. Internally generated intangibles, excluding brand development
costs, are not capitalized and expenditures are reflected in the separate statements of
comprehensive income in the year the expenditure is incurred.

Goodwill. Goodwill resulted from the merger between the Company and Dencio’s Food Specialists,
Inc. (DFSI). The goodwill represents the excess of the Company’s cost of acquiring DFSI over the fair
value of its identifiable net assets.

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration
transferred and the amount recognized for non‐controlling interest, and any previous interest held,
over the net fair value of the identifiable assets acquired and liabilities assumed. After initial
recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose
of impairment testing, goodwill acquired in a business combination is, from the acquisition date,
allocated to each of the Company’s cash‐generating units (CGUs) that are expected to benefit from
the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to
those units.

Where goodwill forms part of a CGU and part of the operation within CGU is disposed of, the
goodwill associated with the operation disposed of is included in the carrying amount of the
operation when determining the gain or loss on disposal. In this circumstance, goodwill disposed of
is measured based on the relative values of the operation disposed of and the portion of the CGU
retained.

Trademarks. Trademarks are measured initially at cost. The cost of trademarks acquired in business
combinations is its fair value at the date of acquisition. Following initial recognition, trademarks are
carried at cost less accumulated amortization and accumulated impairment losses, if any.
‐ 13 ‐

The Company’s trademarks have a finite useful life of 30 years and are amortized over such period
using the straight‐line method. The useful life and amortization method for trademarks are
reviewed at least at each reporting date. Changes in the expected useful life or the expected
pattern of consumption of future economic benefits embodied in the trademarks are accounted for
by changing the useful life and amortization method, as appropriate, and treated as a change in
accounting estimates. The amortization expenses on trademarks are recognized in separate
statements of comprehensive income.

Software License. Software license is measured initially at cost which is the amount of the purchase
consideration. Following initial recognition, software license is carried at cost less accumulated
amortization and any accumulated impairment losses. The Company’s software license has a term
of five years and is amortized over such period using the straight‐line method. The useful life and
amortization method for software license are reviewed at least at each reporting date. Changes in
the expected useful life or the expected pattern of consumption of future economic benefits
embodied in the software is accounted for by changing the useful life and amortization method, as
appropriate, and treated as a change in accounting estimates. The amortization expense on
software is recognized in separate statements of comprehensive income.

Deferred Input VAT


In accordance with the Revenue Regulations No. 16‐2005, input VAT on purchases or imports of the
Company of capital goods (depreciable assets for income tax purposes) with an aggregate
acquisition cost (exclusive of input VAT) in each of the calendar months exceeding P
=1.0 million are
claimed as credit against output VAT over 60 months or the estimated useful lives of capital goods
whichever is shorter.

Where the aggregate acquisition cost (exclusive of VAT) of the existing or finished depreciable
capital goods purchased or imported during any calendar month does not exceed P =1.0 million, the
total input VAT will be allowable as credit against output VAT in the month of acquisition.

Deferred Input VAT on Services


Deferred input VAT on services represents amount of input VAT on unpaid services. Deferred input
VAT that are expected to be claimed against output VAT for no more than 12 months after the
financial reporting period are classified as other current assets. Otherwise these are classified as
other noncurrent assets.

Impairment of Nonfinancial Assets


Goodwill. Goodwill is tested for impairment annually and whenever circumstances indicate that the
carrying amount may be impaired.

Impairment is determined for goodwill by assessing the recoverable amount of each CGU to which
the goodwill relates. When the recoverable amount of the CGU is less than its carrying amount, an
impairment loss is recognized. Impairment losses relating to goodwill cannot be reversed in future
periods.

Advances to Officers and Employees, Other Current Assets, Property and Equipment, Intangible
Assets (Excluding Goodwill), Investment in Subsidiaries and Other Noncurrent Assets. The Company
assesses at each reporting date whether there is an indication that an asset may be impaired. If any
such indication exists, or when annual impairment testing for an asset is required, the Company
makes an estimate of the asset’s recoverable amount.
‐ 14 ‐

An asset’s recoverable amount is the higher of an asset’s or CGU’s fair value less costs to sell and its
value in use and is determined for an individual asset, unless the asset does not generate cash
inflows that are largely independent of those from other assets or groups of assets. Where the
carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is
written down to its recoverable amount. In assessing value in use, the estimated future cash flows
are discounted to their present value using a pre‐tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset. These calculations are
corroborated by valuation multiples or other available fair value indicators. Impairment losses from
continuing operations are recognized in the separate statements of comprehensive income.

An assessment is made at each reporting date to determine whether there is any indication that
previously recognized impairment losses may no longer exist or may have decreased. If such
indication exists, the Company makes an estimate of recoverable amount. Any previously
recognized impairment loss is reversed only if there has been a change in the estimates used to
determine the asset’s recoverable amount since the last impairment loss was recognized. If that is
the case, the carrying amount of the asset is increased to its recoverable amount. That increased
amount cannot exceed the carrying amount that would have been determined, net of depreciation,
had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in
the separate statements of comprehensive income.

Capital Stock and Additional Paid‐in Capital


Capital stock represents the par value of the shares issued. Additional paid‐in capital represents the
excess of the investors’ total contribution over the stated par value of shares. Incremental costs
directly attributable to the issue of new capital stock are shown in equity as a deduction, net of tax,
from the additional paid‐in capital, if any.

Treasury Stock
Treasury stock represent the cost of the Company’s own shares that it has reacquired.

Retained Earnings
Retained earnings represent the cumulative balance of the Company’s results of operations,
dividend distributions and other capital adjustments. Dividends are recognized as liabilities and
deducted from equity when they are declared. Dividends for the year that are approved after the
reporting date are dealt with as an event after the reporting date. Retained earnings may also
include effect of changes in accounting policy as may be required by the transitional provisions of
new and amended standards.

Other Comprehensive Income


Other comprehensive income comprises items of income and expenses (including items previously
presented under the separate statements of changes in equity) that are not recognized in the
separate statements of income for the year. This includes remeasurement adjustments on net
retirement liability, net of deferred income tax.

Revenue Recognition
Revenue from contract with customers is recognized when the performance obligation in the
contract has been satisfied, either at a point in time or over time, and when the control of goods or
services are transferred to the customer at an amount that reflects the consideration to which the
Company is entitled in exchange for said goods and services.
‐ 15 ‐

The Company also assesses its revenue arrangements to determine if it is acting as a principal or as
an agent. The Company has assessed that it acts as a principal in all of its revenue sources.

The following specific recognition criteria must also be met before revenue is recognized.

Restaurant Sales. Revenue is recognized when the control is transferred to the customer, normally
when the related orders are served or delivered.

Initial Franchise Fees. Revenue is recognized upon the delivery to the franchisee of information and
materials pertaining to the restaurant system being franchised. The franchisee is granted the right
to use fully such information and materials at the time of the inception of the franchise agreement
for the purpose of planning its investment in the franchised restaurant.

Based on the terms of the franchise agreements executed prior to the initial application of PFRS 15,
the services that the Company provides in consideration of its receipt of initial franchise fees and
renewal fees from franchisees do not constitute performance obligations that are distinct and
separable from the grant of franchise rights. Thus, the revenues corresponding to the fees were
amortized over the term of the franchise agreements. PFRS 15 requires any unamortized portion of
the fees received to be presented in the separate statements financial position as a contract liability.

Unamortized portion of the franchise fees and the excess of cash received from franchisees over
satisfied performance obligation or for which obligation has not yet been performed are recorded as
“Contract liabilities” account in the separate statements of financial position. Contract liabilities are
reduced by the amounts of revenue recognized over the term of the franchise.

Initial Support Services. Revenue is recognized when the Company has performed substantially all
the services to be rendered by the Company before the opening of stores as specified in the
agreement.

Royalty and Continuing License Fees. This pertains to revenues from royalties and continuing license
fees. Revenue is recognized as the royalty accrues based on certain percentages of the franchisee’s
net sales during the term of the franchise.

Other Sources of Income


Marketing Support and Corporate tie‐ups. Revenue is recognized upon performance or rendering of
actual service, taking into consideration contractually defined terms and conditions.

Service Income. Service income is recognized when earned. It mainly pertains to the billing by the
Company to its related parties for delivery fees and other reimbursable expenses.

Rental Income. Rental income is recognized on a straight‐line basis over the lease term.

Dividend Income. Dividend income is recognized when the right to receive payment is established.

Interest Income. Revenue is recognized as the interest accrues using the effective interest rate
method.

Other Income. Other income is recognized when earned.


‐ 16 ‐

Cost and Expenses Recognition


Costs and expenses are decreases in economic benefits during the accounting period in the form of
outflows or decrease of assets or incurrence of liabilities that result in decreases in equity, other
than those relating to distributions to equity participants.

Cost of Sales and Services. Cost of sales mainly pertain to purchases of food, beverage and other
costs directly attributable to the generation of sales. These are generally recognized when related
goods are sold.

General and Administrative. General and administrative expenses represent cost of administering
the business and are recognized when the services are used or the expenses arise.

Sales and Marketing. Sales and marketing expenses, which represent advertising and other selling
costs, are generally expensed as incurred.

Finance Costs. Finance costs are recognized as the interest accrues using the effective interest rate
method.

Employee Benefits
Short‐term Benefits. The Company recognizes a liability net of amounts already paid and an expense
for services rendered by employees during the accounting period. A liability is also recognized for
the amount expected to be paid under short‐term cash bonus or profit sharing plans if the Company
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.

Short‐term employee benefit liabilities are measured on an undiscounted basis and are expensed as
the related service is provided.

Retirement Benefits. The net defined benefit liability or asset is the aggregate of the present value
of the defined benefit obligation at the end of the reporting period reduced by the fair value of plan
assets, adjusted for any effect of limiting a net defined benefit asset to the asset ceiling. The asset
ceiling is the present value of any economic benefits available in the form of refunds from the plan
or reductions in future contributions to the plan.

The cost of providing benefits under the defined benefit plans is actuarially determined using the
projected unit credit method.

Defined benefit costs comprise the following:

 Service cost
 Net interest on the net defined benefit liability or asset
 Remeasurements of net defined benefit liability or asset

Service costs which include current service costs, past service costs and gains or losses on non‐
routine settlements are recognized as expense in the separate statements of comprehensive
income. Past service costs are recognized when plan amendment or curtailment occurs. These
amounts are calculated periodically by independent qualified actuaries.

Net interest on the net defined benefit liability or asset is the change during the period in the net
defined benefit liability or asset that arises from the passage of time which is determined by
applying the discount rate based on government bonds to the net defined benefit liability or asset.
‐ 17 ‐

Net interest on the net defined benefit liability or asset is recognized as expense or income in the
separate statements of comprehensive income.

Remeasurements comprising actuarial gains and losses, return on plan assets and any change in the
effect of the asset ceiling (excluding net interest on defined benefit liability) are recognized
immediately in other comprehensive income in the period in which they arise. Remeasurements are
not reclassified to the separate statements of comprehensive income in subsequent periods.

Plan assets are assets that are held by the long‐term employee benefit fund. Plan assets are not
available to the creditors of the Company, nor can these be paid directly to the Company. Fair value
of plan assets is based on market price information. When no market price is available, the fair
value of plan assets is estimated by discounting expected future cash flows using a discount rate
that reflects both the risk associated with the plan assets and the maturity or expected disposal date
of those assets (or, if they have no maturity, the expected period until the settlement of the related
obligations). If the fair value of the plan assets is higher than the present value of the defined
benefit obligation, the measurement of the resulting defined benefit asset is limited to the present
value of economic benefits available in the form of refunds from the plan or reductions in future
contributions to the plan.

The Company’s right to be reimbursed of some or all of the expenditure required to settle a defined
benefit obligation is recognized as a separate asset at fair value when and only when
reimbursement is virtually certain.

Leases
The Company assesses whether the contracts is, or contains, a lease. To assess whether a contract
conveys the right to control the use of an identified assets for a period of time, the Company
assesses whether, throughout the period of use, it has both of the following:

i. the right to obtain substantially all of the economic benefits from the use of the identified
asset; and
ii. the right to direct the use of the identified asset.

If the Company has the right to control the use of an identified asset for only a portion of the term
of the contract, the contract contains a lease for that portion of the term.

The Company as a Lessee. Leases are recognized as a ROU asset and a corresponding liability at the
date at which the leased asset is available for use by the Company, except for leases with terms of
12 months or less (short‐term leases) and leases for which the underlying asset is of low value. The
related rent expenses are recognized in profit or loss on as straight‐line basis.

ROU Assets. At commencement date, the Company measures ROU assets at cost. The cost
comprises:

i. the amount of the initial measurement of lease liabilities;


ii. any lease payments made at or before the commencement date less any lease incentives
received;
iii. any initial direct costs; and
iv. an estimation of costs to be incurred by the Company in dismantling and removing the
underlying asset, when applicable.
‐ 18 ‐

The ROU assets are recognized at the present value of the liability at the commencement date of
the lease, adding any directly attributable costs. After the commencement date, the ROU assets are
carried at cost less any accumulated amortization and accumulated impairment losses, and adjusted
for any remeasurement of the related lease liabilities, except for the lease modifications to rent
concessions arising as a direct consequence of the COVID‐19 pandemic. The ROU assets are
amortized over the shorter of the lease terms including renewals or the useful lives of the
underlying assets ranging from 5 to 12 years.

Lease Liabilities. At commencement date, the Company measures a lease liability at the present
value of future lease payments using the interest rate implicit in the lease, if that rate can be readily
determined. Otherwise, the Company uses its incremental borrowing rate.

Lease payments included in the measurement of a lease liability comprise the following:

i. fixed payments, including in‐substance fixed payments;


ii. variable lease payments that depend on an index or a rate, initially measured using the index or
rate as at the commencement date;
iii. amounts expected to be payable by the lessee under residual value guarantees; and
iv. the exercise price under a purchase option that the Company is reasonably certain to exercise;
lease payments in an optional renewal period if the Company is reasonably certain to exercise
an extension option; and penalties for early termination of a lease unless the Company is
reasonably certain not to terminate early.

A lease liability is subsequently measured at amortized cost. Interest on the lease liability and any
variable lease payments not included in the measurement of lease liability are recognized in profit
or loss unless these are capitalized as costs of another asset. Variable lease payments not included
in the measurement of the lease liability, and payments for short‐term leases and leases of low‐
value assets are recognized in profit or loss when the event or condition that triggers those
payments occurs.

If there is a change in the lease term or if there is a change in the assessment of an option to
purchase the underlying asset, the lease liability is remeasured using a revised discount rate
considering the revised lease payments on the basis of the revised lease term or reflecting the
change in amounts payable under the purchase option.

As a practical expedient, a lessee may elect not to assess whether a rent concession occurring as a
direct consequence of COVID‐19 pandemic is a lease modification and only if all of the following
conditions are met:

 The change in lease payments results in revised consideration for the lease that is substantially
the same as, or less than, the consideration for the lease immediately preceding the change;
 Any reduction in lease payment affects only payments originally due on or before June 30, 2022;
and
 There is no substantive change to other terms and conditions of the lease.

Rent concession from lessors were accounted for as “Gain on rent concessions” under “Other
income” account in the separate statements of income.
‐ 19 ‐

The Company as a Lessor. Leases where the Company retains substantially all the risks and benefits
of ownership of the asset are classified as operating leases. Initial direct costs incurred in negotiating
an operating lease are added to the carrying amount of the leased asset and recognized on a
straight‐line basis over the lease term on the same basis as rental income. Contingent rents are
recognized as revenue in the period in which these are earned.

Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that
necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized
as part of the cost of the respective assets. All other borrowing costs are expensed in the period
these occur. Borrowing costs consist of interest and other costs that an entity incurs in connection
with the borrowing of funds.

Income Taxes
Current Income Tax. Current income tax liabilities for the current and prior periods are measured at
the amount expected to be paid to the taxation authorities. The income tax rates used to compute
the amount are those that are enacted or substantively enacted at the reporting date.

Deferred Income Tax. Deferred income tax is provided on all temporary differences at the reporting
date between the tax bases of assets and liabilities and their carrying amounts for financial
reporting purposes.

Deferred income tax liabilities are recognized for all taxable temporary differences, except:

• where the deferred income 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

• in respect of taxable temporary differences associated with investments in subsidiaries, 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 income tax assets are recognized for all deductible temporary differences, carryforward of
unused tax credits from excess minimum corporate income tax (MCIT) over regular corporate
income tax (RCIT) and unused net operating loss carryover (NOLCO) to the extent that it is probable
that taxable profit will be available against which the deductible temporary differences and
carryforward of unused tax credits from excess MCIT and unused NOLCO can be utilized, except:

• where the deferred income 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
• in respect of deductible temporary differences associated with investments in subsidiaries,
deferred income 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 income 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 income tax assets to be utilized. Unrecognized deferred income tax assets are
reassessed at each reporting date and are recognized to the extent that it has become probable that
future taxable profit will allow the deferred income tax assets to be recovered.
‐ 20 ‐

Deferred tax relating to items recognized outside profit or loss is recognized in the separate
statements of comprehensive income. Deferred tax items are recognized in correlation to the
underlying transactions either in other comprehensive income or directly in equity.

Deferred income tax assets and liabilities are measured at the tax rate that is expected to apply to
the period when the asset is realized or the liability is settled, based on tax rates that have been
enacted or substantively enacted at the reporting date.

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

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 or a member of the key management personnel of the reporting entity. Parties are also
considered to be related if they are subject to common control or common significant influence.

An entity is also considered as a related party if the entity is a post‐employment benefit plan for the
benefit of employees of either the reporting entity or an entity related to the reporting entity. If the
reporting entity is itself such a plan, the sponsoring employers are also related to the reporting
entity.

Related party transactions consist of transfers of resources, services or obligations between the
Company and its related parties. Transactions between related parties are accounted for at arm's
length prices or on terms similar to those offered to non‐related parties in an economically
comparable market.

Related party transactions are considered material and/or significant if i) these transactions amount
to 10% or higher of the Company’s total assets or, ii) there are several transactions or a series of
transactions over a 12‐month period with the same related party amounting to 10% or higher of the
Company’s total assets. Details of transactions entered into by the Company with related parties
are reviewed in accordance with the Company’s related party transactions policy.

Provisions
Provisions, if any, are recognized when the Company has a present obligation (legal or constructive)
as a result of a past event, it is probable that an outflow of resources embodying economic benefits
will be required to settle the obligation and a reliable estimate can be made of the amount of the
obligation. 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 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 a
finance cost.

Contingencies
Contingent liabilities are not recognized in the separate financial statements. They are disclosed in
the notes to separate financial statements unless the possibility of an outflow of resources
embodying economic benefits is remote. Contingent assets are not recognized in the separate
financial statements but are disclosed when an inflow of economic benefits is probable.
‐ 21 ‐

Events After the Reporting Date


Post year‐end events that provide additional information about the Company’s financial position at
reporting date (adjusting events) are reflected in the separate financial statements. Post year‐end
events that are non‐adjusting events are disclosed in the notes to separate financial statements
when material.

3. Significant Judgments, Accounting Estimates and Assumptions

The preparation of separate financial statements require management to exercise judgments,


accounting estimates and assumptions that affect amounts reported in the separate financial
statements. The judgments and estimates used in the separate financial statements are based on
management’s evaluation of relevant facts and circumstances as of the date of the separate
financial statements. Actual results could differ from such estimates.

Judgments and estimates are continually evaluated and are based on historical experience and
other factors, including expectations of future events that are believed to be reasonable under the
circumstances.

Judgments
In the process of applying the Company’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 separate financial statements.

Assessing the Impact of the Coronavirus (COVID‐19) Pandemic. The Company has been, and
continues to be affected by the COVID‐19 pandemic and the corresponding government‐mandated
lockdowns. Judgments has been exercised in considering the impacts of the COVID‐19 pandemic on
the Company’s operations based on known information. This consideration extends to the nature of
the products and services offered, customers, supply chain, staffing and geographic regions in which
the Company operates. Management’s assessment on the impact of the COVID‐19 pandemic as at
and subsequent to reporting date has been disclosed in Note 1 to the separate financial statements.

Identifying Performance Obligations and Timing of Satisfaction of Revenues. The Company enters
into contracts with its customers to sell goods where revenue from company‐owned outlets and
sale of goods are recognized. The Company determined that all the goods prior to transfer to its
respective customers are in its full ownership. The Company concluded that it transfers control over
its goods and services, at a point in time, upon receipt of the goods and services by the customer.

For revenue from franchise fee, the performance obligation under the franchise agreement is the
delivery to the franchisee of information and materials pertaining to the restaurant system
necessary to operate the franchise store, as this is deemed to be the time that the franchisee
obtains control of the promised goods and therefore the benefits of unimpeded access. Accordingly,
revenue is recognized upon delivery of such information and materials.

Classifying Lease Commitments ‐ Company as a Lessor. The Company entered into commercial
property sublease agreements. The Company has determined, based on the evaluation of terms
and conditions of agreement, that the lessor retains all the significant risks and rewards of
ownership of the commercial spaces. Thus, the agreement is accounted for as an operating lease
(see Note 23).
‐ 22 ‐

Classifying Lease Commitments ‐ Company as a Lessee. The Company has entered into commercial
property leases for its stores, commissary and administrative offices. For the Company’s
non‐cancellable lease, the Company recognizes ROU assets and lease liabilities measured at the
present value of lease payments to be made over the lease term using the Company’s incremental
borrowing rate. The Company elected to use the recognition exemptions for lease contracts that, at
the commencement date, have a lease term of 12 months or less and do not contain a purchase
option (“short‐term leases”) and leases for which the underlying asset is of low value. The related
rent expenses on these lease agreements are recognized in profit or loss on a straight‐line basis.

ROU assets and lease liabilities amounted to P=217.0 million and P=236.1 million, respectively, as at
December 31, 2021 (see Note 23). ROU assets and lease liabilities amounted to P =326.0 million and
P
=341.2 million, respectively, as at December 31, 2020 (see Note 23).

Determining the Classification of Financial Instruments. The Company exercises judgment in


classifying a financial instrument on initial recognition either as a financial asset or a financial
liability in accordance with the substance of the contractual arrangement and the definitions of a
financial asset, a financial liability or an equity instrument. The substance of a financial
instrument, rather than its legal form, governs its classification in the separate statements of
financial position.

The Company determines that the primary business model in relation to the management of its
financial assets is to hold the financial asset to collect contractual cash flows solely for principal and
interest.

Establishing Control over Subsidiaries. The Company determined that it has control over its
subsidiaries by considering, among others, its power over the investee, exposure or rights to
variable returns from its involvement with the investee, and the ability to use its power over the
investee to affect its returns.

The following were also considered:

 The contractual arrangement with the other vote holders of the investee
 Rights arising from other contractual agreements
 The Company’s voting rights and potential voting rights

Estimates and Assumptions


The key assumptions concerning the future and other key sources of estimation uncertainty at the
financial reporting date, that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year are discussed below.

Assessing the ECL on Financial Assets at Amortized Cost. The Company estimates ECL on trade
receivables from restaurant sales and franchise fees using a provision matrix that is based on days
past due for groupings of various customer segments that have similar loss patterns and through
aging analysis. Depending on the diversity of its debtor’s base, the Company uses its historical credit
loss experience adjusted for forward‐looking factors, as appropriate.
‐ 23 ‐

For other financial assets at amortized cost, the Company applies the general approach in
measuring the ECL. The Company assessed that cash in banks and cash equivalents are deposited
with reputable counterparty banks that possess good credit ratings. For rental deposits on lease
contracts, utilities and other deposits, the Company considered the financial capacity of the
lessors and suppliers to refund the deposits once the lease agreement has been terminated. For
related party transactions, receivable from disposal of interest and other receivables, the
Company considered the available liquid assets of the related parties, letter of guarantee from the
stockholders and the mitigation of credit exposure through legally enforceable rights.

The Company assesses that a financial asset is considered credit impaired when one or more
events that have a detrimental effect on the estimated future cash flows of the asset have
occurred such as significant financial difficulty on the part of the franchisee or debtor cessation of
operations. Furthermore, management’s assessment of ECL on the Company’s financial assets at
amortized cost as at December 31, 2020 includes consideration on the impact of the COVID‐19
pandemic to the Company.

Provision for impairment loss on trade and other receivables recognized as part of restructuring
costs amounted to P =15.3 million in 2020. Provision for impairment loss on trade and other
receivables amounted to P =31.5 million and P
=2.5 million in 2021 and 2019, respectively (see
Note 20). Allowance for ECL amounted to P =285.5 million and ₱254.0 million as at December 31,
2021 and 2020, respectively (see Note 5).

The carrying amounts of financial assets at amortized cost are as follows:

Note 2021 2020


Cash in bank and cash equivalents 4 P
=99,490,693 P
=424,477,013
Trade and other receivables* 5 740,333,691 859,903,313
Due from related parties 15 2,315,713,863 892,826,863
Rental deposits 11 103,477,430 104,159,943
*Excluding advances to officers and employees amounting to P
=19.4 million and P
=16.5 million as at December 31, 2021 and 2020, respectively.

Estimating the Allowance for Inventory Obsolescence. The Company estimates allowance for
inventory losses whenever the utility of these inventories becomes lower than cost due to damage,
physical deterioration or obsolescence. Due to the nature of the food and beverage inventories, the
Company conducts monthly inventory count and any resulting difference from quantities that are
currently recognized is charged to expense or related provision, as applicable.

Normal spoilage costs incurred in the operations are charged to cost of goods sold. Inventories at
cost amounted to P=8.5 million and P=6.5 million as at December 31, 2021 and 2020, respectively
(see Note 6).

Estimating the Useful Lives of Property and Equipment, ROU Assets and Intangible Assets
(Excluding Land, Construction in Progress and Goodwill). The Company reviews annually the
estimated useful lives of property and equipment (excluding land and construction in progress),
ROU assets and intangible assets (excluding goodwill) based on expected asset utilization as
anchored on business plans and strategies that also consider expected future technological
developments and market behavior. The estimated useful lives 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 these assets. In addition,
estimation of the useful lives is based on collective assessment of industry practice, internal
technical evaluation and experience with similar assets. It is possible that future results of
‐ 24 ‐

operations could be materially affected by changes in these estimates brought about by changes in
the factors mentioned. The amount and timing of recorded expenses for any period would be
affected by changes in these factors and circumstances.

The carrying amount of property and equipment (excluding land and construction in progress)
amounted to P =303.5 million and P
=345.3 million as at December 31, 2021 and 2020, respectively
(see Note 9). The carrying amount of ROU assets amounted to P =217.0 million and P
=326.0 million as
at December 31, 2021 and 2020, respectively (see Note 23). The carrying amount of intangible
assets (excluding goodwill) amounted to P=51.7 million and P
=57.3 million as at December 31, 2021
and 2020, respectively (see Note 10).

Assessing the Impairment of Nonfinancial Assets. The Company assesses impairment on


nonfinancial assets whenever events or changes in circumstances indicate that the carrying amount
may not be recoverable. The factors that the Company considers important which could trigger
impairment review include the following:

 Significant underperformance of a business in relation to expectations;


 Significant negative industry or economic trends; and
 Significant changes or planned changes in the use of the assets.

In determining the present value of estimated future cash flows expected to be generated from the
continued use of the assets, the Company is required to make judgment and estimates that can
materially affect the separate financial statements. In estimating future cash flows, management
considered the impact of the COVID‐19 pandemic to the Company’s business operations.

In 2020, provision for impairment loss and direct write‐offs on prepayments amounting to
P
=10.2 million and P =15.2 million, respectively were recognized as part of restructuring costs
(see Note 20). No provision for impairment loss was recognized in 2021 and 2019.

The carrying amounts of these nonfinancial assets are as follows:

Note 2021 2020


Other current assets 7 P
=43,721,314 P
=39,384,697
Investment in subsidiaries 8 5,190,962,624 5,416,812,472
Property and equipment 9 450,727,738 501,270,094
Intangible assets* 10 51,722,407 57,330,246
Other noncurrent assets** 11 23,420,038 11,621,057
*Excluding goodwill amounting to P
=60.5 million as at December 31, 2021 and 2020.
**Excluding deposits aggregating P
=103.5 million and P=104.2 million as at December 31, 2021 and 2020, respectively.

Assessing the Impairment of Goodwill. The Company tests annually whether any impairment in
goodwill is to be recognized in accordance with the related asset’s policy in Note 2 to the separate
financial statements. In estimating future cash flows, management considered the negative
economic impact of the COVID‐19 pandemic in the Company’s current and future business
operations. The recoverable amount of CGU has been determined based on the higher of fair value
less cost to sell and value in use calculations, which require the use of estimates. The Company used
zero terminal growth rates in 2021, 2020 and 2019, and discount rates of 7.30%, 9.97% and 13.49%
in 2021, 2020 and 2019, respectively. Based on the impairment testing conducted, the recoverable
amount of the CGU as at December 31, 2021 and 2020 calculated based on value in use is greater
than the corresponding carrying amount of the goodwill as at the same dates.
‐ 25 ‐

No impairment loss was recognized in 2021, 2020 and 2019. The carrying amount of goodwill
amounted to P
=60.5 million as at December 31, 2021 and 2020 (see Note 10).

Estimating the Retirement Benefit Liability. The determination of the Company’s obligation and
pension cost is dependent on the selection of certain assumptions in calculating such amounts
which are described in Note 14 to the separate financial statements.

Retirement benefits expense amounted to P =11.7 million, P


=14.9 million and P=9.8 million in 2021,
2020 and 2019, respectively. Net retirement liability amounted to P
=73.0 million and P
=104.2 million
as at December 31, 2021 and 2020, respectively (see Note 14).

Assessing the Realizability of Deferred Tax Assets. The Company reviews the carrying amount of
deferred income tax assets at each reporting date and reduces the amount to the extent that it is no
longer probable that sufficient taxable profit will be available to allow all or part of the deferred
income tax assets to be utilized in the future. The amount of deferred income tax assets that are
recognized is based upon the likely timing and level of future taxable profits, considering the impact
of the COVID‐19 pandemic, together with future tax planning strategies to which the deferred
income tax assets can be utilized.

The Company has recognized deferred tax assets amounting to P =340.9 million and P
=363.7 million as
at December 31, 2021 and 2020, respectively and unrecognized deferred tax asset amounting to
P
=11.3 million as at December 31, 2021 and 2020 (see Note 22).

4. Cash and Cash Equivalents

This account consists of:

2021 2020
Cash on hand P
=3,692,609 P
=3,160,592
Cash in banks 94,325,693 39,312,013
Short‐term investments 5,165,000 385,165,000
P
=103,183,302 P
=427,637,605

Cash on hand consists of funds kept secured in different branches to meet daily immediate cash
needs. Cash in banks earns interest at the prevailing bank deposit rates. Short‐term investments are
highly liquid investments that are readily convertible to known amounts of cash and which are
subject to insignificant risk of changes in value. Short‐term investments are made for varying
periods of up to three months depending on the immediate cash requirements of the Company, and
earn interest at the prevailing short‐term investment rates.

Interest income earned from cash and cash equivalents amounted to P


=0.1 million in 2021, 2020 and
2019 (see Note 21).
‐ 26 ‐

5. Trade and Other Receivables

This account consists of:

Note 2021 2020


Trade:
Related parties 15 P
=50,652,290 P
=25,062,270
Third parties 46,688,385 67,868,566
Nontrade:
Related parties 15 318,962,004 271,263,856
Third parties 145,392,868 159,437,605
Receivable from sale of a subsidiary 8 192,000,000 320,000,000
Receivable from disposal of interest 143,570,590 143,570,590
Receivable from sale of asset group 9 52,921,673 52,921,673
Credit card receivables 27,952,401 26,029,105
Advances to officers and employees 15 19,401,670 16,514,976
Others 47,695,972 47,721,767
1,045,237,853 1,130,390,408
Less allowance for ECL (285,502,492) (253,972,119)
P
=759,735,361 P
=876,418,289

Trade receivables pertain to franchise and royalty fees, billed to franchisees which are secured,
noninterest‐bearing, and are normally settled on a 15‐30 day term.

Nontrade receivables includes service fees, call center services, corporate billings, and
reimbursements billed to franchisees and related parties.

Receivable from sale of a subsidiary pertains to the disposal of interest in MGOC Holdings, Inc.
(MGOC) which will be collected upon turnover of the certificate authorizing registration of shares
(see Note 8).

Receivable from disposal of interest represents the disposal of a subsidiary in 2014 which is due and
demandable and the credit exposure is considered by the Company to be mitigated through legally
enforceable right.

Receivable from sale of asset group represents outstanding receivable from the sale, assignment
and transfer of the net assets attributable to certain entities and a portion of property and
equipment relating to the company‐owned outlets in 2010. As at December 31, 2021 and 2020, this
receivable is fully provided with allowance.

Credit card receivables are generally collected within 3 banking days.

Advances to officers and employees are noninterest‐bearing and are settled through liquidation and
salary deduction for a specified period of time.

Other receivables pertain mainly to noninterest‐bearing reimbursable costs incidental to the


operations of the franchised stores, which are normally settled within the year (see Note 9).
‐ 27 ‐

Movements of allowance for ECL are as follows:

Note 2021 2020 2019


Balance at beginning of year P
=253,972,119 P
=239,483,403 P
=236,983,403
Provisions 19 31,530,373 – 2,500,000
Restructuring costs 20 – 15,305,191 –
Write‐off – (816,475) –
Balance at end of year P
=285,502,492 P
=253,972,119 P
=239,483,403

6. Inventories

This account consists of the following inventories which are carried at cost:

2021 2020
Food and beverage P
=7,217,230 P
=5,629,049
Store and kitchen supplies 1,330,143 833,686
P
=8,547,373 P
=6,462,735

Cost of inventories recognized under “Cost of sales and services” are as follows (see Note 18):

2021 2020 2019


Food and beverage P
=152,317,442 P
=176,644,548 P
=405,708,825
Store and kitchen supplies 20,066,721 24,162,278 19,824,525
P
=172,384,163 P
=200,806,826 P
=425,533,350

7. Other Current Assets

This account consists of:

2021 2020
Advances to suppliers P
=17,138,113 P
=15,777,704
Prepaid expenses 27,138,026 16,207,565
CWTs 9,638,868 17,593,121
53,915,007 49,578,390
Allowance for impairment loss (10,193,693) (10,193,693)
P
=43,721,314 P
=39,384,697

Advances to suppliers represent advance payments on goods or services to be purchased in the


Company’s normal course of business and are subsequently charged as expenses upon actual
receipt of goods and services within one year.

Prepaid expenses consist mainly of prepaid rent, insurance, taxes and marketing expenses such as
billboard rentals, sponsorship and events that are being amortized for one year or less.
‐ 28 ‐

In 2020, provision for impairment loss amounting to P


=10.2 million and direct write‐offs on
prepayments amounting to P =15.2 million were recognized as part of restructuring costs
(see Note 20).

In 2019, the Company has written‐off long outstanding prepaid expenses amounting to
P
=16.1 million (see Note 20).

8. Investments in Subsidiaries

This account consists of investments in the following subsidiaries:

Percentage of
Ownership Carrying Amount
2021 2020 2021 2020
Max’s Kitchen, Inc. (MKI) 100 100 P
=2,178,389,543 P
=2,178,389,543
The Real American Doughnut Company, Inc.
(TRADCI) 100 100 1,125,250,685 1,125,250,685
Teriyaki Boy Group, Inc. (TBGI) 100 100 1,091,255,692 1,091,255,692
No Bia, Inc. (No Bia) 100 100 248,110,283 248,110,283
Trota, Gimenez Realty Corp. (TGRC) 100 100 196,860,310 196,860,310
Max’s Bakeshop, Inc. (MCB) 100 100 186,327,882 186,327,882
Alpha Max Global Limited (Alpha Max) 100 100 72,569,800 72,569,800
Boulangerie Francaise, Inc. (BFI) [a] 100 100 59,513,406 59,513,406
Global Max Services Pte. Ltd. (Global Max) 100 100 44,762,976 44,762,976
eMax’s LLC (eMax) 100 100 22,826,448 22,826,448
M Foods Concepts, Inc. [a] 100 100 19,383,159 19,383,159
PCK‐LFI, Inc. (LFI) [a] 100 100 3,843,750 3,843,750
PCK‐Boracay, Inc. [a] 100 100 2,517,500 2,517,500
Golden B.E.R.R.D. Grill, Inc. (GBGI) [a] 100 100 1,200,000 1,200,000
Always Happy BGC, Inc. (AHBGC) [a] 100 100 1,158,889 1,158,889
YCPC Subic, Inc. (YSI) [a] 100 100 1,000,000 1,000,000
88 Just Asian, Inc. (88JAI) [a] 80 80 800,000 800,000
Ad Circles, Inc. (ACI) [a] 100 100 657,054 657,054
DFSI‐One Nakpil, Inc. 60 60 600,000 600,000
PCK‐AMC, Inc. (PCK‐AMC) [a] 60 60 600,000 600,000
PCK‐MTB, Inc. [a] 60 60 600,000 600,000
PCK Bel‐Air, Inc. [a] 51 51 510,000 510,000
PH Ventures, Inc. (PHVI) [a] 100 100 400,000 400,000
Pancake House Products, Inc. (PHPI) [a] 100 100 250,000 250,000
PCKPolo, Inc. [a] 70 70 175,000 175,000
PCK‐Palawan, Inc. [a] 60 60 150,000 150,000
PCK Estancia Capital, Inc. [a] 60 60 150,000 150,000
PCK‐MSC, Inc. [b] 50 50 125,000 125,000
CRP Philippines, Inc. (CRPPI) [a] [b] 50 50 125,000 125,000
Pancake House International, Inc. (PHII) [a] 100 100 42 42
MGOC Holdings, Inc. (MGOC) [c] – 100 – 225,849,848
5,260,112,419 5,485,962,267
Less allowance for impairment losses 69,149,795 69,149,795
P
=5,190,962,624 P
=5,416,812,472
[a]
Dormant companies as at December 31, 2021 and 2020 and were provided with allowance.
[b]
Although the Company owns 50% or less of the voting power of these entities, it is able to govern the financial and operating policies of
the companies by virtue of an agreement with the other investors of such entities. Consequently, the Company considered these
entities as subsidiaries.
[c]
On March 9, 2021, the Company completed the sale of its 100% investment in shares of MGOC for P =640.0 million.
‐ 29 ‐

All of the subsidiaries are incorporated and operating in the Philippines, except for the following
entities:

 PHII, which is incorporated in British Virgin Islands;


 M Foods Concepts, Inc. and eMax, which are incorporated in United States of America (USA);
 Alpha Max which is incorporated in Hongkong; and
 Global Max which is incorporated in Singapore.

All of the subsidiaries, except for PHII, PHVI, PHPI, MCB, No Bia, ACI, TRADCI, and TGRC are engaged
in the restaurant business. PHII and MGOC are foreign and local holding companies, respectively.
PHVI, RVC and TRGC were incorporated to engage primarily in real estate business while PHPI was
incorporated to engage in the business of manufacturing goods under the Pancake House brand and
to trade the same on wholesale and retail basis. MCB and TRADCI are engaged in selling and
supplying bakery products. No Bia is engaged in commissary operations while ACI is incorporated to
engage in advertising business.

eMax, a duly registered entity in Colorado, USA, is primarily engaged in the granting of franchises for
the development and operation of restaurants under the Max’s brand name within the North
American territory. eMax holds the franchise and intellectual property rights for Max’s restaurants
in North America.

Global Max, a duly registered entity in Singapore, is engaged in the business of management
consultancy services.

Additional Investment in a Subsidiary and Acquisition of Non‐controlling Interests


In 2020, the Company converted its advances to MHI amounting to P=34.1 million as additional
investment.

Disposal of MGOC
In December 2020, the Company entered into a share purchase agreement to sell its 100%
investment in shares of MGOC for P=640.0 million, subject to certain conditions to recognize the sale.
In 2020, the Company received cash as deposit amounting to P =320.0 million and recorded receivable
amounting to P =320.0 million as “Receivable from sale of a subsidiary” under “Trade and other
receivables” account in the separate statement of financial position (see Note 5). Furthermore, the
Company recorded a liability amounting to P =640.0 million as “Deposits from sale of a subsidiary”
under “Trade and other payables” account in the separate statement of financial position
(see Note 12).

On March 9, 2021, the Company completed the sale and recognized gain on sale, net of capital gains
tax amounting to P =352.0 million (see Note 21). The remaining receivable from sale amounting to
P
=192.0 million will be collected upon turnover of the certificate authorizing registration of shares
(see Note 5).

Disposal of Room Ventures Corp. (RVC)


In 2019, the Company sold its 100% ownership interest in RVC for P =240.0 million. The carrying
amount of net assets as at disposal date and related loss on disposal recognized in 2019 amounted
to P
=320.9 million and P
=80.9 million, respectively (see Note 21).

Dividend income
Dividend declared by the subsidiaries amounted to nil, P
=14.5 million and P
=56.5 million in 2021, 2020
and 2019, respectively.
‐ 30 ‐

Allowance for Impairment Losses


No impairment loss was recognized in 2021, 2020 and 2019.

9. Property and Equipment

Balances and movements in this account are as follows:

2021
Store Furniture,
Leasehold and Kitchen Fixtures and Transportation Construction in
Land Improvements Equipment Equipment Equipment Progress Total
Cost
Balance at beginning of year P
=140,048,372 P
=594,322,034 P
=240,055,127 P
=102,609,685 P
=17,228,483 P
=15,907,736 P=1,110,171,437
Additions – 3,812,801 722,457 1,148,853 – 1,422,608 7,106,719
Disposals – (193,068,468) (681,311) (1,213,027) (126,964) – (195,089,770)
Reclassifications – 9,421,893 548,214 157,714 – (10,127,821) –
Balance at end of year 140,048,372 414,488,260 240,644,487 102,703,225 17,101,519 7,202,523 922,188,386
Accumulated Depreciation
and Amortization
Balance at beginning of year – 360,245,164 147,661,651 84,897,472 16,097,056 – 608,901,343
Depreciation and amortization – 31,996,959 16,796,918 8,041,320 341,516 – 57,176,713
Disposals – (193,068,466) (208,950) (1,213,028) (126,964) – (194,617,408)
Reclassifications – (42,973) 41,877 1,096 – – –
Balance at end of year – 199,130,684 164,291,496 91,726,860 16,311,608 – 471,460,648
Carrying Amounts P
=140,048,372 P
=215,357,576 P
=76,352,991 P
=10,976,365 P
=789,911 P
=7,202,523 P
=450,727,738

2020
Store Furniture,
Leasehold and Kitchen Fixtures and Transportation Construction in
Land Improvements Equipment Equipment Equipment Progress Total
Cost
Balance at beginning of year P
=139,370,000 P
=554,678,309 P
=229,053,473 P
=103,665,761 P
=17,496,340 P
=7,069,524 P=1,051,333,407
Additions 678,372 38,075,147 13,071,001 233,017 – 14,042,681 66,100,218
Disposals – (3,735,891) (2,069,347) (1,189,093) (267,857) – (7,262,188)
Reclassifications – 5,304,469 – (100,000) – (5,204,469) –
Balance at end of year 140,048,372 594,322,034 240,055,127 102,609,685 17,228,483 15,907,736 1,110,171,437
Accumulated Depreciation
and Amortization
Balance at beginning of year – 205,565,847 128,146,627 74,927,918 15,332,356 – 423,972,748
Restructuring costs – 118,677,953 – – – – 118,677,953
Depreciation and amortization – 37,685,634 20,597,035 10,894,692 1,032,557 – 70,209,918
Disposals – (1,684,270) (1,082,011) (925,138) (267,857) – (3,959,276)
Balance at end of year – 360,245,164 147,661,651 84,897,472 16,097,056 – 608,901,343
Carrying Amounts P
=140,048,372 P
=234,076,870 P
=92,393,476 P
=17,712,213 P
=1,131,427 P
=15,907,736 P
=501,270,094

Depreciation and amortization consists of:

Note 2021 2020 2019


ROU assets 23 P
=77,008,293 P
=117,861,602 P
=143,943,119
Property and equipment 57,176,713 70,209,918 70,610,793
Intangible assets:
Trademarks 10 4,876,274 4,876,272 4,876,275
Software 10 255,025 682,240 668,805
Property and equipment ‐
restructuring costs 21 – 118,677,953 –
P
=139,316,305 P
=312,307,985 P
=220,098,992
‐ 31 ‐

Depreciation and amortization is charged to operations as follows:

Note 2021 2020 2019


Cost of sales and services 18 P
=118,553,078 P
=158,485,510 P
=164,063,692
General and administrative
expenses 19 20,763,227 35,144,522 56,035,300
Restructuring costs 21 – 118,677,953 –
P
=139,316,305 P
=312,307,985 P
=220,098,992

In 2019, the Company converted its company‐owned stores to franchised stores for P =40.9 million
and recognized a gain from conversion amounting to P =23.6 million (see Note 21). As at December
31, 2021 and 2020, receivables arising from the conversion of stores amounted to P
=52.9 million (see
Note 5).

In 2020, the Company has impaired certain property and equipment amounting to P
=118.7 million
which is recognized as part of restructuring costs (see Note 21).

The Company sold property and equipment and recognized a gain (loss) on sale amounting to
(P
=0.8 million), P
=4.0 million and P
=0.9 million in 2021, 2020 and 2019, respectively (see Note 21).

Fully depreciated property and equipment with aggregate cost of P =287.0 million and P=339.0 million
and as at December 31, 2021 and 2020, respectively, are still being used in operations.

10. Intangible Assets

This account consists of:

2021 2020
Goodwill P
=60,488,643 P=60,488,643
Trademarks 51,480,768 56,357,042
Software license 241,639 973,204
P
=112,211,050 P
=117,818,889

Goodwill
Goodwill arises as a result of the merger of DFSI and the Company in 2007. As at December 31,
2020 and 2019, the recoverable amount of the CGU calculated through value in use exceeded the
carrying amount of the CGU including goodwill. Value in use was derived using cash flow
projections based on financial budgets approved by senior management covering a five‐year period.

Cash flows beyond the five‐year period are extrapolated using a zero percent growth rate. Discount
rate applied to the cash flow projections in determining recoverable amount is 7.30% and 9.97% in
2021 and 2020, respectively.
‐ 32 ‐

The calculations of value in use of goodwill are most sensitive to the following assumptions:

a. Discount rates ‐ Discount rates were derived from the Company’s weighted average cost of
capital and reflect management’s estimate of risks within the CGU. This is the benchmark 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, ten‐year government bond yield, bank lending rates
and market risk premium and country risk premium.

b. Growth rate estimates ‐ The long‐term rate used to extrapolate the budget for the investee
companies 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 forecasts included in the budget.

Sensitivity Analysis. Generally, an increase (decrease) in the incremental after‐tax cash flows will
result in an increase (decrease) in the fair value of goodwill. An increase (decrease) in discount rate
will result in a decrease (increase) in the fair value of goodwill.

Trademarks
Balances and movements of this account consist of:

Note 2021 2020


Cost
Balance at beginning and end of year P
=228,924,537 P
=228,924,537
Accumulated Amortization
Balance at beginning of year 172,567,495 167,691,223
Amortization 9 4,876,274 4,876,272
Balance at end of year 177,443,769 172,567,495
Carrying Amounts P
=51,480,768 P
=56,357,042

Software License
Balances and movements of this account consist of:

Note 2021 2020


Cost
Balance at beginning of year P
=25,706,403 P
=24,833,214
Additions 18,996 890,488
Disposals (991,071) (17,299)
Balance at end of year 24,734,328 25,706,403
Accumulated Amortization
Balance at beginning of year 24,733,199 24,068,258
Amortization 9 255,025 682,240
Disposals (495,535) (17,299)
Balance at end of year 24,492,689 24,733,199
Carrying Amounts P
=241,639 P
=973,204
‐ 33 ‐

11. Other Noncurrent Assets


This account consists of:

Note 2021 2020


Rental deposits 23 P
=140,113,483 P
=140,795,996
Deferred input VAT 2,783,585 5,178,775
Deferred input VAT on services 20,636,453 6,442,282
163,533,521 152,417,053
Allowance for impairment loss on
rental deposits (36,636,053) (36,636,053)
P
=126,897,468 P
=115,781,000

Provision for impairment loss on rental deposits amounting to P


=36.6 million was recognized as part
of restructuring costs in 2020. (see Note 20).

12. Trade and Other Payables

This account consists of:

Note 2021 2020


Trade:
Related parties 15 P
=76,426,171 P
=27,297,884
Third parties 9,471,708 13,547,224
Nontrade:
Related parties 15 179,154,424 83,170,812
Third parties 16,659,522 44,281,146
Accrued expenses:
Payroll and benefits 90,463,387 102,997,585
Professional fees 64,224,910 33,055,794
Rent 39,665,895 34,382,260
Representation, meetings and recruitment 20,850,774 18,106,140
Utilities 16,799,769 18,289,536
Advertising and marketing 14,249,705 11,747,480
Finance costs 13,067,326 28,543,858
Transportation and freight 9,737,123 1,389,336
Others 32,975,556 23,805,328
Statutory liabilities 37,909,341 39,934,169
Funds held in trust 22,181,733 11,583,944
Contract retention payable 19,322,598 21,018,210
Gift certificates payable 12,612,039 15,564,950
Deposits 8,267,403 30,618,539
Current portion of contract liabilities 3,802,824 4,901,157
Deposit from sale of a subsidiary 8 – 640,000,000
Others 36,013,982 24,157,285
P
=723,856,190 P
=1,228,392,637
‐ 34 ‐

Trade payables primarily consist of liabilities arising from purchases of raw materials and various
services giving rise to expenses in the normal course of business. These are noninterest‐bearing and
are generally on a 30 to 60 day credit term. These are settled throughout the year.

Nontrade payables to third parties pertain mainly to the unpaid billings from contractors for the
construction of new stores and for various renovation activities on existing stores and unpaid billing
from agencies for contractual personnel, among others. Nontrade payables to related parties
pertain to service fees, rent and other reimbursable expenses.

Accrued expenses are generally settled within one year.

Statutory liabilities pertain to regulatory payables for net output VAT, withholding taxes and
employees’ monthly contribution for SSS, PhilHealth and Pag‐IBIG, which are payable within 30 days.

Funds held in trust are collections made on behalf of franchisees and intercompany. These are
normally remitted in the following month.

Contract retention payable is the amount withheld by the Company from the billings of contractors
as security in case the Company incurs costs during the defects and liability period for the works
done, which is usually defined after a project’s completion. This is subsequently released to the
contractors after the said period.

Gift certificates payable are deferred revenue from gift certificates issued but not yet redeemed.

Deposits include deposits on the purchase of ingredients representing the amount received by the
Company from its franchisees as stipulated in the franchise agreements equivalent to 40% of the
projected 15‐day food and beverage sales to cover for all the ingredients initially advanced by the
Company for the commencement of the franchise outlets’ commercial operations. These are
carried at cost and subject to a semi‐annual review and is correspondingly adjusted based on the
revised projected monthly sales of the franchise outlet.

Contract liabilities are the unamortized portion of franchise fees received from franchisees and are
amortized over the term of the franchise. Noncurrent portion of contract liabilities amounted to
P
=11.9 million and P =16.5 million as at December 31, 2021 and 2020, respectively.

Deposit from sale of subsidiary pertain to amounts received for the sale of MGOC as discussed in
Note 8 to the separate financial statements.

Other liabilities mainly pertain to service charge payable which represents a certain percentage of
sales collected from customers and are distributable to employees and management.
‐ 35 ‐

13. Borrowings and Finance Costs

This account consists of

2021 2020
Current ‐
Loans payable P
=780,359,910 P
=780,359,910
Long‐term debt 576,500,000 56,500,000
1,356,859,910 836,859,910
Noncurrent ‐
Long‐term debt 2,067,682,946 1,420,687,500
P
=3,424,542,856 P
=2,257,547,410

Loans Payable
The Company obtained peso‐denominated short‐term loans from local banks to finance its working
capital requirements. The loans will mature within twelve months from the time of availment.

Annual interest rates of short‐term loans are as follows:

2021 3.8% to 4.3%


2020 5.5% to 6.5%
2019 5.5% to 6.5%

Long‐term Debt
Details of this account are as follows:

2021 2020
Long‐term debts P
=1,483,000,000 P =1,483,000,000
Availments 1,231,000,000 –
Payments (56,500,000) –
Less deferred transaction costs (13,317,054) (5,812,500)
2,644,182,946 1,477,187,500
Current portion 576,500,000 56,500,000
P
=2,067,682,946 P =1,420,687,500

The loan is presented net of deferred transaction costs. Roll forward analyses of deferred
transaction costs are as follows:

2021 2020
Balance beginning of year P
=5,812,500 P
=7,375,000
Deferred transaction costs incurred during the year 9,232,500 –
Amortization (1,727,946) (1,562,500)
Balance at end of year P
=13,317,054 P
=5,812,500
‐ 36 ‐

Long‐term Debt

DBP
On November 18, 2019, the Company availed of a P =1,000.0 million long‐term debt from
Development Bank of the Philippines (DBP) to finance capital expenditures and the working capital
requirements of the Company and its subsidiaries. The long‐term debt has a term of five (5) years
and bears annual interest of 4.6%.

Except for the commercial terms of the loan agreements and required financial ratios, the long‐term
loan agreements do not impose any significant financial or non‐financial covenants to the Company.
DBP has granted the Company waiver of compliance of financial ratios for the relevant periods
based on the loan agreements until 2021. As of 2021, MGI has complied with its debt covenants.
It is secured by the Continuing Suretyship of the Company.

BDO
On April 7, 2015, the Company availed of a P =1,000.0 million long‐term debt from Banco de Oro
(BDO) to finance capital expenditures and working capital requirements of the Company and its
subsidiaries. The long‐term debt has a term of three (3) years and bears interest of 4.75% per
annum. In 2019, management availed of an additional P =150.0 million and refinanced the term loan
for another three years at prevailing market interest rate.

The loan does not impose any significant financial or nonfinancial covenants to the Company.

BPI
On September 20, 2021 and December 21, 2021 , the Company availed long‐debt from Bank of
Philippine Islands (BPI) amounting to P
=851.0 million and P
=380.0 million, respectively, to support the
working capital requirements of the Company. The long‐term debt bear interest of 3.13% to 4.3%
per annum and will mature on September 29, 2028 with first principal repayment due after three
years from the date of drawdown.

Except for the commercial terms of the loan agreements, the long‐term debt does not impose any
significant financial or non‐financial covenants to the Company.

Finance costs presented in the separate statements of comprehensive income follow:

Note 2021 2020 2019


Long‐term debt P
=71,291,844 P
=56,062,500 P
=29,071,939
Loans payable 41,096,731 44,508,607 17,408,379
Amortization of deferred transaction
costs 1,727,946 1,562,500 125,000
114,116,521 102,133,607 46,605,318
Lease liabilities 23 16,539,697 30,841,093 14,083,373
P
=130,656,218 =132,974,700
P P
=60,688,691
‐ 37 ‐

The reconciliation of the Company’s liabilities arising from financing activities is presented below:

Net decrease in
lease liabilities
2020 Net Cash Flows Amortization (see Note 23) 2021
Loans payable P
=780,359,910 P
=– P
=– P
=– P
=780,359,910
Long‐term debt 1,477,187,500 1,165,267,500 1,727,946 – 2,644,182,946
Lease liabilities 341,199,218 (53,696,398) – (51,356,200) 236,146,620
P
=2,598,746,628 P
=1,111,571,102 P
=1,727,946 (P
=51,356,200) P
=3,660,689,476

Net increase in
lease liabilities
2019 Net Cash Flows Amortization (see Note 23) 2020
Loans payable P=359,910 P
=780,000,000 P
=– P=– P
=780,359,910
Long‐term debt 1,475,625,000 – 1,562,500 – 1,477,187,500
Lease liabilities 504,767,409 (99,250,168) – (64,318,023) 341,199,218
=1,980,752,319
P P
=680,749,832 P
=1,562,500 (P
=64,318,023) =2,598,746,628
P

14. Retirement Benefits

The Company has a funded, contributory defined benefit plan covering all of its qualified
employees. The retirement benefits are based on years of service and compensation on the last
year of employment as determined by an external actuary.

The plan is exposed to interest rate risks and changes in the life expectancy of qualified employees.
The plan is not exposed to significant concentrations of risk on the plan assets.

The components of retirement benefits expense recognized in the separate statements of


comprehensive income are as follows:

2021 2020 2019


Current service cost P
=12,608,116 P
=31,041,893 P
=7,860,603
Net interest cost 3,143,776 4,501,952 1,967,242
Past service cost ‐ curtailment (2,257,195) – –
Transfer from the plan (1,839,543) – –
Settlement gains – (20,665,018) –
P
=11,655,154 P
=14,878,827 P
=9,827,845

Remeasurement effects recognized in the separate statements of comprehensive income are as


follows:

2021 2020
Actuarial gains (losses) due to:
Changes in financial assumption P
=42,960,733 (P
=23,493,827)
Change in demographic assumptions (23,435) –
Experience adjustments (8,668,126) 12,030,833
Return on assets excluding amount included
in net interest cost (231,236) 122,251
P
=34,037,936 (P
=11,340,743)
‐ 38 ‐

Components of net retirement liability recognized in the separate statements of financial position
are as follows:

2021 2020
Present value of retirement liability P
=79,971,106 P
=108,191,268
Fair value of plan assets (6,984,342) (4,001,383)
P
=72,986,764 P
=104,189,885

The changes in the present value of the retirement liability are as follows:

2021 2020
Balance at beginning of year P
=108,191,268 P
=100,308,578
Current service cost 12,608,116 31,041,893
Interest cost 3,361,020 4,999,698
Past service cost ‐ curtailment (2,257,195) –
Benefits paid from plan assets (5,091,330) (18,881,347)
Transfer from the plan (1,839,543) –
Benefits paid from book reserves (732,058) (75,530)
Settlement losses – (20,665,018)
Remeasurement loss (gain) (34,269,172) 11,462,994
Balance at end of year P
=79,971,106 P
=108,191,268

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

2021 2020
Balance at beginning of year P
=4,001,383 P
=15,689,334
Benefits paid (5,091,330) (18,881,347)
Actual contributions 8,088,281 6,573,399
Actual return (231,236) 122,251
Interest income 217,244 497,746
Balance at end of year P
=6,984,342 P=4,001,383

The Plan is being administered and managed by a Trustee bank. The Trustee is responsible for the
management, investment and reinvestment of the plan assets in accordance with the powers
granted.

The major categories of the plan asset as a percentage of the fair value of the total plan assets are as
follows:

2021 2020
Bank deposits 10.00% 60.90%
Investment securities 90.00% 38.60%
Other assets – 0.50%
100.00% 100.00%
‐ 39 ‐

The assumptions used to determine retirement benefits are as follows:

2021 2020
Discount rates 5.08% 3.95%
Salary increase rates 4.00% 6.00%

Sensitivity analyses based on reasonably possible changes of the assumptions as at


December 31, 2021 are as follows:

Effect on net
retirement
Basis Points liability
Discount rates +100 (P
=9,354,654)
‐100 11,220,206
Salary rates +100 11,229,588
‐100 (9,527,032)

The sensitivity analyses above have been determined based on a method that extrapolates the
impact on net defined benefit obligation as a result of reasonable changes in key assumptions
occurring at the end of the reporting period.

The movement in cumulative remeasurement gain (loss) is as follows:

2021
Accumulated
Actuarial Deferred Tax
Gain (Loss) (see Note 22) Net
Balance at beginning of year (P
=15,161,342) (P
=4,548,403) (P
=10,612,939)
Actuarial gain 34,037,936 8,509,484 25,528,452
Change in tax rate – 758,067 (758,067)
Balance at end of year P
=18,876,594 P
=4,719,148 P
=14,157,446

2020
Accumulated
Actuarial Deferred Tax
Loss (see Note 22) Net
Balance at beginning of year (P=3,820,599) (P
=1,146,180) (P=2,674,419)
Actuarial loss (11,340,743) (3,402,223) (7,938,520)
Balance at end of year (P
=15,161,342) (P
=4,548,403) (P
=10,612,939)

The weighted average duration of the defined benefit obligation is 12.9 years.

The maturity analysis of the undiscounted benefit payments as at December 31, 2021 is as follows:

Plan Year Expected Benefit Payment


More than one year to five years P
=16,718,087
More than five years to ten years 71,619,179
‐ 40 ‐

15. Related Party Transactions

The transactions and balances with related parties are as follows:

Transactions during the year Outstanding balance


2021 2020 2021 2020
Trade and Other Receivables
Subsidiaries
Trade
Franchise, royalties and
call center services P
=168,647,697 =53,161,800
P P
=50,652,290 P
=25,062,270
Nontrade
Service fees 15,918,169 118,515,236 141,045,897 174,465,128
Rent income 45,489,097 56,848,450 33,414,781 32,520,241
Importations 9,888,126 – 9,888,126 –
Pass through 123,983,773 15,530,008 134,613,200 64,278,487
318,962,004 271,263,856
P
=369,614,294 P
=296,326,125

Trade and Other Payables


Subsidiaries
Trade
Commissary purchases P
=150,880,040 =14,271,483
P P
=76,426,171 P
=27,297,884
Nontrade
Service fees 124,807,389 22,200,798 88,392,843 39,195,444
Pass through 145,488,043 246,674,449 90,761,581 43,975,368
179,154,424 83,170,812
P
=255,580,595 P
=110,468,696

Due from Related Parties


Subsidiaries
Dividend P
=– =P14,485,000 P
=7,485,699 P
=7,485,699
Advances 1,460,000,000 44,295,469 2,263,566,462 840,679,462
Stockholders
Advances – – 44,661,702 44,661,702
P
=2,315,713,863 P
=892,826,863

Due to Related Parties


Subsidiaries
Advances P
=6,169,409 =40,138,567
P P
=212,637,215 P
=218,806,624

Advances to officers and employees amounted to P =19.4 million and P


=16.5 million as at
December 31, 2021 and 2020, respectively (see Note 5).

In 2021, the Company obtained a long term loan from a local bank which it advanced to its
subsidiaries to be used for working capital purposes and to pay off their short term loans.

In 2020, the Company converted its advances to MHI amounting to P


=34.1 million as additional
investments.
‐ 41 ‐

Terms and Conditions of Transactions with Related Parties


Outstanding balances as at year‐end are unsecured, interest‐free, due and demandable and
settlement occurs in cash or equity.

The Company estimates the allowance for doubtful accounts related to its trade and other
receivables and due from related parties based on the assessment of the related parties’ capacity to
meet their financial obligations. In these cases, judgment used was based on the best available facts
and circumstances. Receivables from related parties that have ceased operations are fully provided
with allowance for doubtful accounts or written‐off. This assessment is undertaken each financial
year by examining the financial position of the capacity to pay the related party.

Service Fees and Pass Through Transactions


Service fees pertain to management services rendered by related parties while pass through
transactions are purchases of goods and services in the normal course of business paid by the
related parties on behalf of the Company.

Retirement Fund
The Retirement Plan of some subsidiaries holds shares of stock of the Company with aggregate fair
value of P
=260.6 million and P
=277.1 million as at December 31, 2021 and 2020, respectively.

Compensation of Key Management Personnel


Compensation of key management personnel consist of the following:

2021 2020 2019


Short‐term benefits P
=56,052,325 P
=41,500,985 P
=49,990,261
Post‐employment benefits 2,569,065 1,902,128 2,291,220
P
=58,621,390 P
=43,403,113 P
=52,281,481

16. Equity

The balances and movements of the Company’s shares are as follows:

2021 2020
No. of Shares Amount No. of Shares Amount
Authorized
P
=1 par value 1,400,000,000 P
=1,400,000,000 1,400,000,000 P
=1,400,000,000

Issued
Balance at beginning and end of year 1,087,082,024 P
=1,087,082,024 1,087,082,024 =1,087,082,024
P

Outstanding
Issued 1,087,082,024 P
=1,087,082,024 1,087,082,024 P
=1,087,082,024
Less treasury shares 49,789,800 495,247,834 49,789,800 495,247,834
1,037,292,224 P
=591,834,190 1,037,292,224 P
=591,834,190
‐ 42 ‐

Below is the track record of issuance of the Company’s securities:

Number of shares
Issued/ Issue/
Date of Approval Nature Authorized Subscribed Offer Price
December 2000 Listing of shares 400,000,000 188,636,364 P
=1.48
June 2007 Note conversion 400,000,000 4,000,000 4.49
November 2010 Note conversion 400,000,000 45,159,091 4.10
January 2014 Note conversion 400,000,000 21,415,385 6.18
June 2014 Share swap 400,000,000 540,491,344 7.35
August 2014 Stock dividends 1,400,000,000 259,210,840 1.00
December 2014 Follow‐on Offering 1,400,000,000 28,169,000 17.75

The Company has 100 stockholders as at December 31, 2021 and 2020.

Treasury Stock
On March 11, 2020, the Company’s BOD approved the amendment of the share buy‐back program
to increase the amount of shares which may be acquired to an aggregate value of P
=1.0 billion worth
of the Company’s shares until March 13, 2022, under such terms and conditions deemed beneficial
by the Company’s management.

Details of the buy‐back transaction are as follows:

Number of Shares Average


Date of Transaction Purchased Price per Share Amount
January 22, 2019 30,000 P
=12.58 P
=377,320
January 23, 2019 30,000 12.15 364,630
January 24, 2019 4,200 12.30 51,640
64,200 P
=793,590

Number of Shares Average


Date of Transaction Purchased Price per Share Amount
February 10, 2020 49,000,000 P
=9.94 P
=487,084,500
February 11, 2020 200,000 10.12 2,023,340
February 12, 2020 200,000 10.27 2,054,180
February 13, 2020 220,600 10.20 2,250,781
February 18, 2020 105,000 9.92 1,041,443
49,725,600 P
=494,454,244

In 2020, the Company bought back shares of stock held by its subsidiaries in 2020. Details of the
transactions are as follows:

Number of Average
Date of Transaction Subsidiary Shares Price per Share Amount
February 10, 2020 Max's Bakeshop, Inc. 16,000,000 P
=9.94 P
=159,048,000
February 10, 2020 No Bia, Inc. 10,369,639 9.94 103,079,397
February 10, 2020 Trota Gimenez Realty Corp. 12,647,942 9.94 125,726,867
February 10, 2020 MGOC Holdings, Inc. 9,982,419 9.94 99,230,236
49,000,000 P
=487,084,500

On March 16, 2022, the Company’s BOD approved the re‐issuance of 49,789,800 treasury shares,
the details of which will be determined at a later date and reported accordingly.
‐ 43 ‐

Retained Earnings
The following are the dividends declared and paid by the Company:

Date of Dividend
Dividend Type Declaration Date of Record Date Paid Amount per Share
Cash March 11, 2020 March 31, 2020 April 28, 2020 P
=181,526,139 P
=0.18
Cash March 19, 2019 April 3, 2019 April 30, 2019 157,780,637 0.15

The amount includes cash dividends amounting to nil, P


=45.0 million and P
=44.5 million to subsidiaries
that own the Company’s shares in 2021, 2020 and 2019, respectively.

17. Revenue

The table below shows the disaggregation of revenues of the Company by major sources:

Note 2021 2020 2019


Restaurant sales P
=481,841,154 P
=507,948,563 =1,211,355,722
P
Franchise fees:
Royalty fees 72,195,652 58,078,055 144,140,802
Initial franchise fee 6,505,000 4,875,000 25,790,000
Amortization 5,697,407 8,265,324 8,398,658
Initial support services 1,900,000 950,000 6,440,357
Delivery income 81,654,504 14,562,571 9,717,646
Online service fees 58,045,319 43,007,802 65,470,189
Service fees 15 22,054,139 151,725,583 228,624,284
P
=729,893,175 P
=789,412,898 =1,699,937,658
P

18. Costs of Sales and Services

This account consists of:

Note 2021 2020 2019


Food and beverage 6 P
=152,317,442 P
=176,644,548 P
=405,708,825
Depreciation and amortization 9 118,553,078 158,485,510 164,063,692
Salaries and wages 83,994,582 132,991,062 242,360,796
Light and water 26,641,695 36,333,574 65,246,558
Store and kitchen supplies 6 20,066,721 24,162,278 19,824,525
Rent 23 13,003,176 22,169,430 52,311,359
Fuel and oil 11,345,876 13,069,329 25,667,033
Repairs and maintenance 9,405,150 10,160,165 22,086,346
Others 7,286,394 10,436,406 30,078,566
P
=442,614,114 P
=584,452,302 P
=1,027,347,700

Others consist of communications, transportation and expenses related to rendering services to the
customers.
‐ 44 ‐

19. General and Administrative and Sales and Marketing Expenses

General and administrative expense consists of:

Note 2021 2020 2019


Outside services P
=233,453,538 P
=160,533,455 P
=127,383,878
Salaries and wages 124,230,100 186,585,036 163,147,983
Service fees 15 95,332,479 22,200,798 71,872,746
Corporate tie‐ups 58,045,762 73,534,893 77,624,972
Rent 23 46,409,247 50,589,070 50,372,891
Provision for impairment loss on
trade and other receivables 5 31,530,373 – 2,500,000
Taxes and licenses 25,685,723 32,082,062 29,211,413
Depreciation and amortization 9 20,763,227 35,144,522 56,035,300
Professional fees 16,863,547 22,523,008 23,382,324
Transportation and travel 13,993,891 5,291,611 13,114,513
Communications 12,284,280 9,598,846 13,177,531
Retirement benefits expense 14 11,655,154 14,878,827 9,827,845
Dues and subscription 11,378,498 15,464,227 22,097,728
Representation 9,461,812 10,196,471 9,123,785
Light and water 5,239,018 7,221,569 12,668,358
Supplies 5,195,476 7,336,796 6,087,581
Input tax allocable to exempt sales 4,952,563 6,388,106 12,629,217
Repairs and maintenance 4,345,819 1,407,687 4,043,018
Insurance 2,239,173 820,667 753,401
Others 30,583,975 17,713,872 23,900,226
P
=763,643,655 P
=679,511,523 P
=728,954,710

Others consist of research and development fees and miscellaneous transactions incidental to the
operations of the Company.

Sales and marketing expense consists of:

2021 2020 2019


Advertising and promotions P
=30,783,444 P
=47,246,379 P
=61,483,088
Consultancy fee 391,743 588,589 439,058
Others 2,012,215 2,424,119 17,255,720
P
=33,187,402 P
=50,259,087 P
=79,177,866
‐ 45 ‐

20. Classification of Expenses

Depreciation and amortization included in the separate statements of comprehensive income are as
follows:

Note 2021 2020 2019


Included in cost of sales and services: 18
Depreciation and amortization P
=118,367,459 P
=158,116,287 P
=163,751,215
Amortization of intangible assets 185,619 369,223 312,477
Included in restructuring costs ‐
Depreciation and amortization 21 – 118,677,953 –
Included in general and administrative
expenses: 19
Depreciation and amortization 15,817,547 29,955,231 50,802,697
Amortization of intangible assets 4,945,680 5,189,291 5,232,603
P
=139,316,305 P
=312,307,985 P
=220,098,992

Personnel costs included in the separate statements of comprehensive income are as follows:

Note 2021 2020 2019


Included in cost of sales and services: 18
Salaries, wages and employee
benefits P
=83,994,582 P
=132,991,062 P
=242,360,796
Included in general and administrative
expenses: 19
Salaries, wages and employee
benefits 124,230,100 186,585,036 163,147,983
Retirement benefits expense 14 11,655,154 14,878,827 9,827,845
P
=219,879,836 P
=334,454,925 P
=415,336,624

Provision for impairment losses and direct write‐offs included in the separate statements of
comprehensive income pertain to the following:

Note 2021 2020 2019


Provisions included in general and
administrative expenses: 5
Trade receivables P
=31,530,373 P
=– P
=2,500,000
Investment in shares – – –
Direct write‐offs included in general
and administrative expenses ‐ 19
Prepayments – – 16,065,863
Provisions included in restructuring
costs: 21
Rental deposits – 36,636,053 –
Trade receivables – 15,305,191 –
Prepayments – 10,193,693 –
Direct write‐offs included in
restructuring costs: 21
Prepayments – 15,183,779 –
Rental deposits – 424,761 –
P
=31,530,373 P
=77,743,477 P
=18,565,863
‐ 46 ‐

21. Other Income ‐ Net and Restructuring Costs


This account consists of:

Note 2021 2020 2019


Gain (loss) on sale of investment in a
subsidiary ‐ net of capital gains tax 8 P
=352,027,676 P
=– (P
=80,920,191)
Service income 15 180,006,004 139,378,256 84,534,057
Corporate tie‐ups 58,045,762 73,534,893 77,624,972
Rent income 23 45,489,097 56,848,450 94,818,254
Gain on rent concessions 23 35,818,587 44,064,978 –
Scrap sales 2,520,733 2,936,326 6,628,997
Marketing support 1,712,798 584,821 18,692,545
Net gain (loss) on disposal of assets (819,053) 17,903,303 917,716
Interest income 4 122,477 136,918 137,222
Gain on conversion of franchised
stores – – 23,629,370
Others 28,059,367 19,080,179 17,097,346
P
=702,983,448 P
=354,468,124 P
=243,160,288

Service income significantly pertains to mark‐up on fees derived from delivery channels in
partnership with aggregators.

Income from corporate tie‐ups pertains to reimbursement of intercompany charges following the
marketing arrangement.

Net gain (loss) on disposal of assets pertain to the gain on conversion of company‐owned stores to
franchised stores, other property and equipment (see Note 9).

Others pertain to cash overage and other miscellaneous transactions incidental to the operations of
the Company.

Restructuring Costs
The Company also implemented programs to rationalize costs and streamline operations. During
the year, the Company’s management’s initiatives in shifting business strategies resulted in, among
others, the identification of efficiencies relevant to business conditions and identification of non‐
performing store operations. Restructuring activities were initiated that led to rationalizing store
network of certain Company‐owned and/or franchised stores. Accordingly, certain receivables and
security deposits on lease contracts were determined to be impaired and the estimated useful lives
of certain property and equipment were revised, as follows:

Note
Depreciation and amortization of property and equipment
of closed stores 9 P
=118,677,953
Provisions for impairment losses and write‐offs 20 77,743,477
Cancellation on conversion of group‐owned stores to
franchised stores, disposals of assets and others 23,472,172
P
=219,893,602

The above were recognized as restructuring costs in the separate statements of comprehensive
income in 2020.
‐ 47 ‐

22. Income Taxes

The components of the Company’s income tax expense (benefit) are as follows:

2021 2020 2019


Current tax:
Minimum corporate income tax (MCIT) P
=6,298,516 P
=9,113,263 P
=20,260,560
Effect of change in income tax rate (2,278,316) – –
Deferred tax (28,475,874) (92,007,684) 24,781,315
(P
=24,455,674) (P
=82,894,421) P
=45,041,875

The reconciliation of the statutory income tax rate to the effective income tax rate follows:

2021 2020 2019


Provision for income tax computed
at the statutory income tax rate 25.0% 30.0% 30.0%
Change in tax rate 66.5% – –
Expired NOLCO – (9.1%) –
Change in unrecognized deferred tax assets – (2.2%) –
Tax effects of:
Gain on sale of investment in a subsidiary ‐ net of
capital gains tax (140.2%) – 23.5%
Other non‐deductible expenses 2.9% (2.9%) 5.0%
Amortization of trademark 1.9% (0.3%) 1.4%
Write‐off of advances to officers and employees 4.9% – –
Inter‐corporate dividends exempt from tax – 0.9% (16.4%)
(39.0%) 16.4% 43.5%

Net deferred tax assets are recognized only to the extent that taxable income is expected to be
available against which the net deferred tax assets can be utilized. The components of net deferred
tax assets are as follows:

2021 2020
Deferred tax assets:
NOLCO P
=164,105,077 P
=124,073,150
Lease liabilities 59,036,655 102,359,765
Allowance for impairment losses 75,740,638 81,429,653
Net retirement liability 22,785,782 36,703,875
Excess MCIT 13,133,463 9,113,263
Amortization of contract liabilities 3,937,049 6,433,681
Provision for management incentive program 1,789,807 2,861,602
Unamortized past service costs 135,313 243,564
Others 228,714 488,566
340,892,498 363,707,119
Less deferred tax liabilities:
ROU assets 54,246,863 97,814,139
Debt issue cost 3,329,264 1,743,750
Effect of curtailment 112,540 180,063
Unrealized gain on foreign exchange 14,341 (12,001)
57,703,008 99,725,951
P
=283,189,490 P
=263,981,168
‐ 48 ‐

Net deferred tax assets were recognized as follows:

2021 2020
Through profit or loss P
=287,908,639 P
=259,432,765
Through other comprehensive income (4,719,149) 4,548,403
P
=283,189,490 P
=263,981,168

In 2020, deferred income tax asset from MCIT expiring in 2021 amounting to P =11.3 million was
derecognized as it is not probable that there will be sufficient taxable profit against which the
benefit of the deferred income tax asset can be utilized in the future.

The details of MCIT which can be claimed as deduction from future taxable income are as follows:

Beginning Change in tax Ending


Year Incurred Balance rate Incurred Expired Balance Expiry date
2021 P
=– =–
P P
=6,298,516 P
=– P
=6,298,516 2024
2020 9,113,263 (2,278,316) – – 6,834,947 2023
2018 11,260,335 – – (11,260,335) – 2021
P
=20,373,598 (P=2,278,316) P
=6,298,516 (P
=11,260,335) P
=13,133,463

The details of NOLCO which can be claimed as deduction from future taxable income are as follows:

Beginning Change in Ending


Year Incurred Balance Incurred tax rate Balance Expiry date
2021 P
=– P
=243,400,759 P
=– P
=242,831,736 2026
2020 413,577,168 – 11,406 413,588,574 2025
P
=413,577,168 P
=243,400,759 P
=11,406 P
=656,420,310

Under Republic Act No. 11494, also known as “Bayanihan to Recover As One Act” and Revenue
Regulations No. 25‐2020, the Company is allowed to carry‐over its net operating losses incurred for
taxable years 2020 and 2021 for the next five (5) years immediately following the year of such loss.

On March 26, 2021, the Corporate Recovery and Tax Incentives for Enterprises (CREATE) was
approved and signed into law by the country’s President. Under the CREATE, the RCIT of domestic
corporations was revised from 30% to 25% or 20% depending on the amount of total assets or total
amount of taxable income. In addition, the MCIT was changed from 2% to 1% of gross income for a
period of three (3) years. The changes in the income tax rates became effective beginning July 1,
2020.

Accordingly, the income tax rates used in preparing the separate financial statements as at and for
the years ended December 31, 2021 and 2020 are as follows:

2021 2020
RCIT 25% 30%
MCIT 1% 2%
‐ 49 ‐

23. Significant Contracts and Agreements

Franchise Agreements
The Company has granted its franchisees the right to use the information and materials pertaining
to the restaurant system of Pancake House and Dencio’s under the terms and conditions specified in
the franchise agreements. The agreements provide for an initial franchise fee payable upon
execution of the agreement and monthly royalty fees.

Initial support services comprise mainly of services to be rendered before opening of stores as
specified in the agreement.

Lease Contracts

Company as Lessee. The Company leases the restaurants, commissary and office premises it
occupies with various lessors with the intention to continue for periods ranging from 1 to 12 years.
The lease agreements provide for a fixed rental and/or a monthly rental based on a certain
percentage of actual sales or minimum monthly gross sales.
Rental expense charged to cost of sales and general and administrative expenses are as follows:

Note 2021 2020 2019


Cost of sales 18 P
=13,003,176 P
=22,169,430 P
=52,311,359
General and administrative
expenses 19 46,409,247 50,589,070 50,372,891
P
=59,412,423 P
=72,758,500 P
=102,684,250

Rental deposits on lease contracts amounting to P


=140.1 million and P
=140.8 million at December 31,
2021 and 2020, respectively, which are equivalent to one to three months rentals, are included in
“Other noncurrent assets” account in the separate statements of financial position (see Note 11).
Allowance for impairment loss on rental deposits amounted to P =36.6 million in 2021 and 2020
(see Note 6).

Company as Lessee ‐ Long‐term Lease


In 2021 and 2020, lessors waived rental. The balances of and movements in ROU assets arising from
long‐term lease agreements as at and for the year ended December 31, 2021 and 2020 follow:

Note 2021 2020


Cost
Balance at beginning of year P
=485,178,992 P
=623,587,862
Additions 10,186,924 184,747,748
Termination (83,662,615) (323,156,618)
Balance at end of year 411,703,301 485,178,992
Accumulated Amortization
Balance at beginning of year 159,131,861 142,518,279
Depreciation and amortization 9 77,008,293 117,861,602
Termination (41,424,303) (101,248,020)
Balance at end of year 194,715,851 159,131,861
Carrying Amount P
=216,987,450 P
=326,047,131
‐ 50 ‐

The balances and movements in lease liabilities as at and for the year ended December 31, 2021 and
2020 follow:

Note 2021 2020


Balance at beginning of year P
=341,199,218 P
=504,767,409
Additions 10,186,924 184,747,748
Rental payments (53,696,398) (99,250,168)
Interest 13 16,539,697 30,841,093
Gain on rent concessions 21 (35,818,587) (44,064,978)
Termination (42,264,234) (235,841,886)
Balance at end of year 236,146,620 341,199,218
Less current portion (74,855,668) 80,381,665
Noncurrent portion P
=161,290,952 P
=260,817,553

The incremental borrowing rate applied to the lease liabilities is 6.0%. ROU assets were measured
at the amount equal to the lease liabilities, adjusted by the amount of any prepaid or accrued lease
payments at the date of initial recognition.

The amounts recognized in profit or loss in 2021 and 2020 follows:

Note 2021 2020


Amortization of ROU assets 9 P
=77,008,292 P
=117,861,602
Gain on rent concessions 21 (35,818,587) (44,064,978)
Rent expense:
Leases of low value assets 46,409,247 61,222,395
Variable lease payments 13,003,176 11,536,105
Interest expense on lease liabilities 13 16,539,697 30,841,093
Gain (loss) on termination of ROU assets (25,922) 13,933,287
P
=117,115,903 P
=191,329,504

Company as Lessor. The Company entered into sublease agreements with related parties for
periods of one year or less, renewable upon mutual agreement between the Company and its
lessees. The lease agreements provide for a fixed monthly rental. Rent income amounted to
P
=45.5 million, P
=56.8 million and P
=94.8 million in 2021, 2020 and 2019, respectively (see Notes 21).

24. Financial Instruments

Financial Risk Management Objectives and Policies


The Company’s financial instruments consist of cash and cash equivalents, trade and other
receivables (excluding advances to officers and employees), due from related parties, rental
deposits (included under “Other noncurrent assets” account), trade and other payables (excluding
statutory liabilities, contract liabilities and deposits from sale of a subsidiary), lease liabilities, loans
payable, due to related parties and long‐term debt.

The BOD is mainly responsible for the overall risk management approach and for the approval of risk
strategies and principles of the Company. It also has the overall responsibility for the development
of risk strategies, principles, frameworks, policies and limits.
‐ 51 ‐

The main risks arising from the use of financial instruments are liquidity risk, credit risk, foreign
currency risk and interest rate risk. The BOD reviews and approves the policies for managing each
of these risks which are summarized below.

Liquidity Risk. Liquidity risk is the risk that the Company will not be able to meet its financial
obligations as they fall due. The Company’s objectives to managing liquidity risk is to ensure, as far
as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both
normal and stressed conditions, without incurring unacceptable losses or risking adverse effect to
the Company’s credit standing.

The Company seeks to manage its liquid funds through cash planning on a weekly basis. The
Company uses historical figures and experiences and forecasts from its collections and
disbursements. As part of its liquidity risk management, the Company regularly evaluates its
projected and actual cash flows. It also continuously assesses conditions in the financial markets for
opportunities to pursue fund raising activities.

The Company’s objective is to maintain a balance between continuity of funding and flexibility
through the use of bank loans, loans from related parties, convertible notes and other long‐term
debts. The Company considers its available funds and its liquidity in managing its long‐term financial
requirements. For its short‐term funding, the Company’s policy is to ensure that there are sufficient
operating inflows to match repayments of loans payable.

The table below summarizes the maturity profile of the Company’s financial liabilities as at
December 31, 2021 and 2020 based on contractual undiscounted payments:

2021
Less than
On demand 3 months 3 to 12 months 1 to 5 years Total
Trade and other payables* P
=255,580,595 P
=413,951,391 P
=– P
=– P
=669,531,986
Due to related parties 212,637,215 – – – 212,637,215
Lease liabilities – 21,701,318 64,945,526 169,515,211 256,162,055
Loans payable – 780,359,910 – – 780,359,910
Long‐term debt – – 879,168,912 2,080,447,749 2,959,616,661
P
=468,217,810 P
=1,216,012,619 P
=944,114,438 P
=2,249,962,960 P
=4,878,307,827
*Excluding statutory liabilities, gift certificates payable, contract liabilities amounting to P
=54.3 million as at December 31, 2021.

2020
Less than
On demand 3 months 3 to 12 months 1 to 5 years Total
Trade and other payables* P
=228,293,127 P
=299,699,234 P
=– P
=– P
=527,992,361
Due to related parties 218,806,624 – – – 218,806,624
Lease liabilities – 25,676,648 72,699,261 262,838,744 361,214,653
Loans payable – – 780,359,910 – 780,359,910
Long‐term debt – – 112,017,639 1,498,165,014 1,610,182,653
P
=447,099,751 P
=325,375,882 P
=965,076,810 P
=1,761,003,758 P
=3,498,556,201
*Excluding statutory liabilities, gift certificates payable, contract liabilities and deposits from sale of a subsidiary amounting to
P
=700.4 million as at December 31, 2020.

Credit Risk. Credit risk is the risk of financial loss to the Company when a customer or counterparty
to a financial instrument fails to meet its contractual obligations.
‐ 52 ‐

Concentrations arise when a number of counterparties are engaged in similar business activities, or
activities in the same geographic region, or have similar economic features that would cause their
ability to meet contractual obligations to be similarly affected by changes in economic, political or
other conditions. Concentrations indicate the relative sensitivity of the Company’s performance to
developments affecting a particular industry. Furthermore, the Company considered the negative
impact of the COVID‐19 pandemic in estimating the amount of ECL from counterparties.

The Company has no significant concentrations of credit risk with any single counterparty or group
of counterparties having similar characteristics. Since the Company trades only on a cash or credit
card basis and with recognized third parties, there is no requirement for collateral. It is the
Company’s policy that all customers who wish to trade on credit terms are subject to credit
verification procedures. In addition, receivable balances are monitored on an ongoing basis with the
result that Company’s exposure to bad debts is not significant.

The Company’s exposure to credit risk on trade and other receivables arise from default of the
counterparty, with a maximum exposure equal to the carrying amounts of these receivables. Credit
risk from cash is mitigated by transacting only with reputable banks duly approved by management.

The tables below summarize the analysis of the Company’s financial assets.

2021
Neither Past due but not impaired
past due nor More than
Total impaired Less than 30 days 30 to 60 days 61 to 90 days 90 days Impaired
Cash in banks P
=94,325,693 P
=94,325,693 P
=– P
=– P
=– P
=– P=–
Short‐term investments 5,165,000 5,165,000 – – – – –
Trade and other
receivables* 1,025,836,183 596,763,101 – – – 143,570,590 285,502,492
Due from related parties 2,315,713,863 2,315,713,863 – – – – –
Rental deposits** 140,113,483 103,477,430 – – – – 36,636,053
P
=3,581,154,222 P
=3,115,445,087 =–
P P
=– P
=– P
=143,570,590 P
=322,138,545

2020
Neither Past due but not impaired
past due nor More than
Total impaired Less than 30 days 30 to 60 days 61 to 90 days 90 days Impaired
Cash in banks P
=39,312,013 P
=39,312,013 P
=– P
=– P
=– P
=– P
=–
Short‐term investments 385,165,000 385,165,000 – – – – –
Trade and other
receivables* 1,113,875,432 716,332,723 – – – 143,570,590 253,972,119
Due from related parties 892,826,863 892,826,863 – – – – –
Rental deposits** 140,795,996 104,159,943 – – – – 36,636,053
P
=2,571,975,304 P
=2,137,796,542 =–
P P
=– P
=– P
=143,570,590 P
=290,608,172
*Excluding advances to officers and employees amounting to P
=19.4 million and P
=16.5 million as at December 31, 2021 and 2020, respectively.
**Presented under “Other noncurrent assets” account.

The Company evaluates credit quality on the basis of the credit strength of the security and/or
counterparty/issuer. High grade financial assets are those whose collectability is assured based on
past experience. Standard grade financial assets are considered moderately realizable and some
accounts which would require some reminder follow‐ups to obtain settlement from the
counterparty.

The Company considers its financial assets which are neither past due but not impaired as high
grade.

Interest Rate Risk. The Company’s exposure to market risk for changes in interest rates relates
primarily to its long‐term debt. To manage this risk, the Company determines the mix of its debt
portfolio as a function of the level of current interest rates, the required tenor of the loan and the
general use of the proceeds of its fund raising activities.
‐ 53 ‐

The following table demonstrates the sensitivity to a reasonable possible change in interest rates,
with all other variables held constant, of the Company’s income or loss before tax:

(In Thousands)
Increase (decrease) in Effect on income or loss
basis points before tax
December 31, 2021 +1.75 P
=1,100,000
‐1.75 (P
=1,100,000)

December 31, 2020 +1.74 (P


=128,668)
‐1.74 128,668

Fair Values and Categories of Financial Instruments


The carrying amounts and fair values of the categories of financial assets and liabilities presented in
the separate statements of financial position are as follows:

2021 2020
Carrying Values Fair Values Carrying Values Fair Values
Financial Assets
Cash and cash equivalents P
=103,183,302 P
=103,183,302 P
=427,637,605 P
=427,637,605
Trade and other receivables* 740,333,691 740,333,691 859,903,313 859,903,313
Due from related parties 2,315,713,863 2,315,713,863 892,826,863 892,826,863
Rental deposits** 103,477,430 103,477,430 104,159,943 104,159,943
P
=3,262,708,286 P=3,262,708,286 P
=2,284,527,724 P=2,284,527,724

2021 2020
Carrying Values Fair Values Carrying Values Fair Values
Financial Liabilities
Trade and other payables*** P
=669,531,986 P
=669,531,986 P
=527,992,361 P
=527,992,361
Due to related parties 212,637,215 212,637,215 218,806,624 218,806,624
Loans payable 780,359,910 780,359,910 780,359,910 780,359,910
Lease liabilities 236,146,620 256,162,055 341,199,218 361,214,653
Long‐term debt 2,644,182,946 2,693,689,665 1,477,187,500 1,549,375,004
P
=4,542,858,677 P=4,612,380,831 P
=3,345,545,613 P
=3,437,748,552
*Excluding advances to officers and employees amounting to P =19.4 million and P =16.5 million as at December 31, 2021 and 2020, respectively.
**Presented under “Other noncurrent assets” account.
***Excluding statutory liabilities, gift certificate payable, contract liabilities and deposits from sale of a subsidiary aggregating to P
=54.3 million and
=700.4 million as at December 31, 2021 and 2020, respectively.
P

The following methods and assumptions were used to estimate the fair value of each class of
financial instrument for which it is practicable to estimate such value.

Cash and Cash Equivalents, Trade and Other Receivables, Due from Related Parties, Trade and Other
Payables, Due to Related Parties and Loans Payable. The carrying amounts of cash and cash
equivalents, trade and other receivables (excluding advances to officers and employees), due from
related parties and trade and other payables (excluding statutory liabilities, contract liabilities and
deposits from sale of a subsidiary), due to related parties and loans payable, approximate their fair
values due to their short‐term maturities.

Receivable from Disposal of Interest and Rental Deposits. The carrying amounts of receivables from
disposal of interest and rental deposits approximate their fair values.
‐ 54 ‐

Long‐term Debt and Lease Liabilities. The fair value of the long‐term debt and lease liabilities is
based on the discounted value of future cash flows using the applicable rate of 5.08% and 6% in
2021 and 3.25% and 6% in 2020, respectively.

25. Capital Management

The Company considers the equity presented in the separate statements of financial position as its
core capital. The primary objective of the Company’s capital management is to ensure that it
maintains a strong credit rating and healthy capital ratios in order to support its business and
maximize shareholder value.

The Company manages its capital structure and makes adjustments when there are changes in the
economic conditions. To maintain or adjust the capital structure, the Company may adjust the
dividend payment to shareholders, return capital to shareholders or issue new shares. No changes
were made in the objectives, policies or processes in 2021 and 2020.
The Company is compliant with the loan covenant ratios of DBP.
2021 SUSTAI NABILI TY REPORT

About the Report

This is the sustainability report of Max's Group, Inc. (“MGI”; the “Group”) and its subsidiaries for
the calendar year ending 31 December 2021 that was prepared in accordance with standards
set by the Sustainability Accounting Standards Board (SASB) and the Global Reporting Initiative
(GRI) and with the United Nations Global Compact Index (UNGC).

The report presents the performance of the Group in terms of the impact of its sustainability
programs on the economy, the environment, and the welfare of its stakeholders.

Company Profile
MGI is the operator of the largest casual dining restaurant chain in the Philippines. Its mission is
“We are happy to serve you food that makes you feel good” by establishing, operating, and
maintaining restaurants that provide comfort food and good service—sourced mindfully,
managed responsibly, and in sustained pursuit of bringing delightful meal experiences to
generations of communities in all markets within which it operates.

We trace our history to a well-established record of restaurant operations since 1945. Max's
Group continues to uphold the values of its founders as we forge a path to becoming a loved
brand for great food and excellent service.

The Group consists of homegrown brands such as Max's Restaurant, Pancake House, Yellow
Cab Pizza, Teriyaki Boy, Sizzlin' Steak, Dencio's, Max's Corner Bakery, Maple, Kabisera, Le
Coeur De France, and Singkit. Our portfolio also includes global brands like Krispy Kreme and
Jamba Juice. We celebrate a deep, diverse range of carefully-curated gastronomical genres
that allows the Group to punch across market segments with repeatability and longevity,
allowing us to create meaningful long-term value for our stakeholders, our partners, our
communities, and our markets.

In fulfillment of this ambition, the Group has also grown to be a manufacturer and a distributor to
diversify the reach and footprint of its powerhouse portfolio across a broader continuum of
consumption for fans everywhere.

Max’s Group has articulated in the past the strategy of “convergence” to create exponential
value across its system of brands, stakeholders, retail networks, sourcing, and internal systems.
This same convergent approach is likewise what generates massive synergies and efficiences
that help the Group uphold its commitment to true sustainable practices.
Ultimately, the metrics and actions governed under this sustainability report represent the
tangible manifestation of the core corporate values and culture behind Max’s Group, and
provide operating guidance of the Group’s commitment to “do good business by doing good.”

Subsidiaries:
Max's Kitchen, Inc. (MKI), Teriyaki Boy Group, Inc. (TBGI), The Real American Doughnut
Company, Inc. (TRADCI), No Bia, Inc. (No Bia), and Max's Bakeshop, Inc. (MBI)

Location of Headquarters:
3rd floor, KDC Plaza, 2212 Chino Roces Avenue Brgy. Pio del Pilar, Makati City, Philippines

Location of Operations:
Nationwide and overseas, including stores in the US, Canada, UAE, Qatar, Saudi Arabia,
Oman, Malaysia, Singapore, and Cambodia

Sustainability Pillars

Throughout the past two years, MGI has re-engineered its business model in response to the
reshaping of both the consumer and the economic landscape as an offshoot of the global
COVID pandemic. The Group recognizes that in order to protect and preserve the culture,
accretive societal impact, and partnerships upon which its operating framework is leveraged, it
must act with agility and mindfulness towards its entire value chain—how and where its core
materials are sourced, the direct effects of its operations on the environment, well-considered
efficiencies throughout the flow of goods and services towards the market, and the integrity and
soul infused throughout each step of the business through real, unimpeachable human values.

The new structure, which manifests the Group’s resilience is underpinned by four sustainability
pillars - Efficient Operations, Resourceful and Responsible Food Usage, Responsible
Environmental Stewardship, and Good Governance & People.

These pillars frame the intended impact of the Group’s operations on the economy, the
environment, and the employees of MGI.
By integrating these pillars deeply across strategy, culture, and operations, we believe that this
future-proofs the organization as regards the creation of meaningful, measurable value for
future generations of stakeholders, whether medium- or long-term.

The Group's sustainability thrust is assessed under the following areas that have been
determined as material for a business which operates within the Food and Beverage Industry in
accordance with the parameters set by the Sustainability Accounting Standards Board (SASB) :

● GHG Emissions
● Energy Management
● Water and Wastewater Management
● Waste and Hazardous Material Management
● Product Quality and Safety
● Customer Welfare
● Labor Practices
● Employee Health and Safety
● Employee Engagement, Diversity, and Inclusion
● Supply Chain Management
● Materials Sourcing and Efficiency

Efficient Operations
Economic Impact

MGI has the privilege and the responsibility of being the operator of the largest casual dining
restaurant chain in the Philippines—a pedigree defined as actual physical footprint, the absolute
revenue generation as a a Group, and the depth and range of culinary spaces defined by its
roster of high-awareness, high-affinity powerhouse brands.

The Group recognizes that operational efficiency is integral to delighting its customers and
providing sustainable brand loyalty and love amidst a deeply-competitive, highly-differentiated
retail dining industry fighting for share-of-stomach not only within the traditionally-defined
competitive set, but across immediate adjacencies in total food retail, including but not limited to
supermarkets, convenience stores, e-commerce, and independent boutique food providers.

In the journey to becoming the leading Filipino company with the most-loved brands, MGI
maintains and develops processes to improve its economic performance in a manner that
enables both scalability and stability, building reliable value for the communities where we
operate. More than cost-effective solutions, these initiatives are also geared toward responsible
consumption and waste management. While efforts are made to achieve ambitious business
targets, the Group has the overwhelming intention to contribute to the growth of the national
economy and champion the global perception of Philippine players in the international dining
industry.

The multi-billion peso annual scale at which the Group functions creates both direct and indirect
impact for multiple economic stakeholders—the consumers who partake in the millions of meals
dished out each year, store operations who transform and serve raw ingredients into our
signature food offerings, the local government units and communities that benefit both from
employment and tax generation, the consolidated logistics and manufacturing chain that allows
the chain to operate with consistency, consolidation, and synergy, the sourcing strategies that
benefit raw material producers—many of which partner directly with grass-roots communities in
the agriculture and livestock sectors—and investors and franchisees for whom the quality
performance of the Group infuses meaningful gains into the resources poured into operations.

Relevant Programs
Mindful Procurement, Cloud Kitchens, Consolidated Commissary

UN Sustainability Development Goals


Goal 8: Decent Work and Economic Growth, Goal 12: Responsible Consumption and
Production

Economic Performance

The global pandemic continued to disrupt the economy with recurring lockdowns in key markets
and geographies throughout the majority of 2021. Restrictions included limitations on restaurant
operations, consumer mobility and confidence, and the transportation of goods. Despite the
prevailing challenges, MGI has begun to recover its sales and revenue vis-a-vis pre-pandemic
levels. The Group's market performance is attributed to its transformation and network
expansion.

The continuity of its vision and the renewal of its business model have encouraged the growth of
MGI. On a larger scale, the Group contributes to the country's economic progress by offering
opportunities for employment, support for the agricultural sector, and possibilities for
entrepreneurship via franchising.

Expansion beyond the traditional brick-and-mortar store model also translates to a decrease in
the usage of energy and water, which fulfills the goal of responsible consumption and
production.
Disclosure Amount

(in PHP thousands)

Direct economic value generated (revenue) 7,639,841

Direct economic value distributed:

a. Employee wages and benefits 1,509,246

b. Operating expenses (G&A) 1,427,889

c. Payments to suppliers, other operating costs (COS) 3,503,890

d. Dividends given to stockholders and interest payments to


159,684
loan providers

e. Taxes given to government (Max’s Group, Inc. only) 45,376

f. Investments to community 9,015

Impact and Risks

MGI has expanded its business lines in the Food and Beverage sector. The growth of the
Group contributes to the country’s national development and progress as it offers employment
through its restaurants' operations and manufacturing plants that have a multiplier effect on the
local supply chain. It further helps stimulate productivity in the agriculture sector by securing
the bulk of its raw material needs among the fishers and farmers. It also supports the
manufacturing industry that provides the raw material inputs for its restaurant and commissary
operations.

The COVID-19 pandemic disrupted industries across the globe. The Group took this opportunity
to pivot into sustainable business models and initiatives that encompass supply chain, employee
welfare, overall business environment, and financial viability.

MGI tempered the effects of COVID-containment constraints that limited the conduct of business
by taking advantage of the breadth of its brand portfolio and pushing brands that thrive on delivery
and take-out services. “Cloud kitchens,” which offer key brand menus without necessitating a 1:1
analog store build per point-of-distribution allow the Group to create deeper community reach in
a more economically-mindful manner, housing both manpower and operating equipment in
existing physical locations.

The Group's franchising model also helps spur economic growth by providing a platform for
entrepreneurship through franchise grants that allow access to a well-established restaurant
business using operating systems developed by MGI. During the pandemic, MG I developed for
its franchisees the afore-mentioned cloud kitchen system that enabled the optimization of their
capital investment through the operation of multiple brands using one facility.

In addition, the Group's faithful performance of its obligations as a taxpayer helps the country’s
economic growth.

Competition in the food and beverage industry has always been steep. The risk of market share
diminution on account of new successful entrants or as a result of effective product
development or selling strategies from existing competitors is constantly assessed by the
Group.

The Group is also highly susceptible to volatility in commodity prices and global supply chain
bottlenecks due to the procurement of certain raw materials that are non -substitutable.

With the economic crunch resulting from the COVID-19 pandemic, the Group’s exposure to
credit collection risk in respect of payments due from franchisees and institutional customers
increased but have been mitigated through proactive measures and tightened controls.

Management Approach to Risks and Opportunities

Mindful Procurement
To address geographical constraints upon efficient supply chain management, MGI developed
an initiative to source certain raw materials within the locality of specific stores. This bears
multiple benefits, including but not limited to (a) the buoying up of local agriculture, livestock, or
commodity distribution and generation, (b) the reduction of carbon footprint involved in the
freight of high-volume or high-mass materials from a single centralized source, or (c) the ability
to celebrate truly local businesses.

To support this, other necessary but complicated-to-manufacture ingredients or ingredient mixes


were also prepared in advance under consolidated commissary capabilities, and shipped to the
stores in proprietary “black boxes,” thereby likewise lending greater efficiency, quality, and
consistency across the Group’s chained presence.

Disclosure Quantity Units

Percentage of procurement budget used for significant


96 %
locations of operations that is spent on local suppliers

Consolidated Commissary
The Group consolidated food manufacturing operations for the restaurant business in a single
facility that services the brands under MGI. Since resources are maximized into one convergent
site, energy and water consumption, as well as wastage, are reduced substantially.
This “One MGI” approach to our commissary operations, located in the heart of Carmon a,
Cavite, vastly accelerates our ability to negotiate for economies of scale as regards
procurement, logistics, manufacturing processes, manpower, and affiliated utilities. The Group
is likewise granted a competitive advantage vis-a-vis sharing of technologies and processes that
may benefit multiple business units or brands, whether in terms of quality, efficiencies, or
economics. Logistics routes are also simplified, streamlined, and shared at a hyper -local level to
reduce overall emissions levels, fuel consumption, and overall stress on the national
transportation infrastructure.

Cloud Kitchens
The Group established several multi-brand kitchens, promoting further expansion. These cloud
kitchens with minimal capital expenditures, increase business potential and profitability and
reach across demographics.

From a market standpoint, the housing of multi-brand cloud kitchens in a single analog point
creates powerful economic growth via diversified product menus that lead to increased
consumption frequencies among the local target market, leveraged on securing cross-brand
penetration that ultimately allows the Group to increase its share-of-wallet amidst high
competitor pressure on a local trading area level. On average, the operations of a cloud kitchen
allows a single store to grow revenues by 15%.

In terms of sourcing and processing efficiencies, this strategy likewise maximizes utilization of
raw ingredients, kitchen equipment, back-of-house kitchen staffing, total utility consumption, and
customer fulfillment systems. People development likewise benefits from this configuration, as
store staff are upskilled and diversified in knowledge and technical competencies with the
regard to a more prolific range of restaurant items required from customers.

Resourceful and Responsible Food Usage


Economic, Environmental, and Social Impact

As part of the Food and Beverage Industry, the largest contribution of Max's Group, Inc. (MGI)
to sustainability is resourceful and responsible food usage.

It begins with locally sourcing fresh produce. The efficiencies in price result in a positive
economic impact while the partnership with farmers enables a social impact. This is aligned with
the UN SDG of Zero Hunger which tackles the promotion of sustainable agriculture. It also
supports the goal of Decent Work and Economic Growth by contributing to the livelihood of
farmers, which, prior to the onset of the global pandemic in 2020 was estimated to contribute
over 10% to the total Phiippines’ Gross Domestic Product (GDP).
In the production of food, MGI makes a conscious effort to promote product quality and safety
while minimizing food wastage. This is a commitment to Good Health and Well-being as well as
to Responsible Consumption and Production.

Relevant Programs
Local Sourcing, Sustainable Agriculture, Management of Food Wastage

UN Sustainability Development Goals


Goal 2: Zero Hunger, Goal 3: Good Health and Well-Being, Goal 8: Decent Work and Economic
Growth, Goal 12: Responsible Consumption and Production

Impact and Risks

Part of the Group’s strategy is local sourcing as the Group benefits from the mentioned. Aside
from efficiencies in price, the brands and commissaries also have access to fresh produce that
is harvested daily. In addition, direct monitoring of farmer groups allows the Group to better
trace the raw materials.

Farmers in return, are assured of income and fair trade. Partner cooperatives have the
opportunity of dealing with an established institutional buyer. Since there is a Direct to the
Farm program, there are no middlemen or traders who can profit from them. This encourages
agricultural productivity and sustainability, as well as an increase in small-scale food
producers’ income. Raw materials are sourced directly from farmers through their
cooperatives/groups. This provides them with an institutional arrangement for their produce
and a fairly negotiated price and volume for these.

This sourcing strategy in direct partnership with farmers is consistent with guidance presented
by the Asian Development Bank, which stated “most farmers rely on multiple layers of
intermediaries to consolidate and transport their products to final markets. The dependence of
farmers on these marketing channels increases the further they are from their markets. In thes e
settings, intermediaries often bargain down prices without passing on the reduction to
consumers. One of the reasons for the lack of bargaining power by farmers in dealing with
intermediaries is high trade costs, which allow the latter to engage in price gouging. When trade
costs are low, more intermediaries compete in both producer and consumer markets, and prices
tend to decrease while farmers benefit. Studies have shown that lower trade costs take pricing
power away from intermediaries … Reducing trade costs can alter the distribution of profits
along the marketing chain and benefit farmers.” (“Farmers are Rolling On and Rolling Off to
Increased Revenue in the Philippines,” Asian Development Blog, December 2021)

The Group recognizes the risk in sourcing from small-scale suppliers. They might have
challenges in committing to the volume required by a business with sizable operations.
Moreover, the produce of farmers is exposed to climate-related vulnerabilities such as
typhoons and drought.
Management Approach to Risks and Opportunities

Local Sourcing
MGI has developed the Direct-to-Farm program wherein both partners reap benefits. The
Management directly monitors the cooperatives and provides technical assistance.

Hyperlocal sourcing under this program also enables the creation of supply redundancies in
cases where logistics routes may be compromised either due to natural or regulatory
constraints, i.e. regional lockdowns, outbreaks, natural calamities, etc.

Furthermore, disaster support is provided by the Group to ensure their livelihood when it is
challenged by calamities and other forms of force majeure.

Sustainable Agriculture
Partnerships with cooperatives foster sustainable agriculture. MGI ensures that the farmers are
responsible in their practices. Moreover, the provided market assurance promotes an
entrepreneurial mindset among the farmers as they manage their planting and harvesting
schedules to support demand.

The Group provides rolling outlooks on material requirements for future operating periods
ahead, thereby lending predictability and stability to the farmer cooperatives in terms of material
planning, resource allocation, and demand forecasting. Volume commitments likewise allow
bilateral equity in price negotiations and end-user fulfillment.

Management of Food Waste


MGI develops initiatives to reduce wastage. Cooking oil is recycled without sacrificing product
quality and safety. Inventory management and the consideration of shelf life and food expiration
help minimize spoilage. Lastly, the brands under the Group manage food materials well by
having harmonized ingredients (menu items sharing the same base ingredients) and seasonal
products (offered based on availability).

Internal e-commerce platforms likewise allow Group employees to purchase for personal use
excess obsolete-or-slow-moving-items (OSMI) that are still considered safe and viable for
human consumption but may not be available in sufficient scale to allow systemwide
commercial deployment into the external retail network.

Responsible Environmental Stewardship


Environmental Impact

The Group recognizes its responsibility in the proper stewardship of the environment and its role
in helping the community it operates in. MGI is committed to preserving natural resources as it
acknowledges the potential impact of businesses on the environment.
Various initiatives such as Wastewater and Energy Management, consolidation of logistics routes,
preference for bikes or non-motorized means for delivery, and use of solar energy for key sites
were implemented to help reduce MGI’s ecological footprint. The mindful use of resources to limit
the impact of operations is an essential part of the long-term success of the Company.

The Group aims to contribute to the following UN SDG: (6) Clean Water and Sanitation through
mindful usage of water; (7) Affordable and Clean Energy through energy conservation and
investments in renewable energy sources, (12) Responsible Consumption and Production
through eco-friendly stores and materials; and (13) Climate Action through reduced fuel usage.

Relevant Programs
Wastewater and Energy Management, Consolidated Logistics Routes, One-Bike Delivery, Solar
energy, Green Store Models, Unified Packaging

UN Sustainability Development Goals


Goal 6: Clean Water and Sanitation, Goal 7: Affordable and Clean Energy, Goal 12:
Responsible Consumption and Production, Goal 13: Climate Action

Impact and Risks

Environmental compliance issues have the potential to restrict the restaurant and
manufacturing operations of the Group. These are typically brought about by the inconsistent
implementation of regulations and internal monitoring deficiencies.

If significant segments of the Group’s manufacturing or restaurant operations are suspended


pending the resolution of any alleged non-compliance incident, the Group’s financial
performance will be directly impacted.

The legal entities constituting the Group and their directors and officers face the risk of civil
penalties or criminal liability arising from violations of environmental laws.

Management Approach to Risks and Opportunities

Wastewater and Energy Management

The Group aims to act as responsible, mindful corporate citizens in all localities within which it
operates, balancing commercial effectiveness and community delight with strong environmental
practices that support local quality-of-life and sustainability.

Thus, the Group’s manufacturing facilities operate in accordance with the terms and conditions
stated in the Environmental Compliance Certificates issued by the Departme nt of Environment
and Natural Resources (DENR) in respect of such operations.
Stand-alone restaurants of the Group (such as those that are not located inside malls or other
commercial complexes) have sewage treatment equipment that ensures that wastewater
discharges from the establishments comply with effluent standards. Specific stores also invest
in renewable sources of energy such as solar power to improve self -sustainabilty.

In compliance with environmental regulations, each restaurant branch and manu facturing facility
also has a designated Pollution Control Officer who holds an accreditation certificate in relation
to such a role as issued by the DENR.

Water consumption within the organization


Disclosure Quantity Units

Cubic
Water withdrawal 39,979
meters

Cubic
Water recycled and reused 19,058
meters

Air Pollutants
Disclosure Quantity Units

NOx 7.7 kg

SOx 5.5 kg

CO 16.0 kg

No available
Persistent organic pollutants (POPs) kg
information

Volatile organic compounds (VOCs) 6.3 kg

Particulate Matter 5.4 kg

Solid and Hazardous Waste Management

Solid wastes and used cooking oil (classified as hazardous waste) are collected and treated by
transporters and treaters that are accredited by the DENR’s Environmental Management
Bureau, preventing them from contributing to local environmental and health degradation,
consistent with the Group’s own principles and core values.

MGI stores are equipped with the facilities required to ensure that wastes resulting from
manufacturing activities are stored, processed, and disposed of in accordance with regulations.
Solid Waste
Disclosure Quantity Units

Total solid waste generated 761,959 kg

Reusable 33,866 kg

Recyclable 248,729 kg

No available
Composted kg
information

No available
Incinerated kg
information

Residuals/Landfilled 479,364 kg

Hazardous Waste

Disclosure Quantity Units

Total weight of hazardous waste generated 271,950 kg

Total weight of hazardous waste transported 271,950 kg

Effluents
Disclosure Quantity Units

Cubic
Total volume of water discharges 20,596
meters

Percent of wastewater recycled 53.3 %

(Space Left Intentionally Blank)


Non-compliance with Environmental Laws and Regulations

Disclosure Quantity Units

Total amount of monetary fines for non-compliance with


198,000 PhP
environmental laws and/or regulations

No. of non-monetary sanctions for non-compliance with


2 #
environmental laws and/or regulations

No. of cases resolved through dispute resolution


19 #
mechanism

Consolidated Logistics Routes and One-Bike Delivery


As the Group continues its efforts in consolidation and convergence, one of the biggest
efficiency initiatives done is to consolidate the commissary product delivery routes and make
use of shared fleet across all brands which significantly reduce fuel consumption of the logistics
arm of MGI.

Delivery schedules of commissary goods that used to be brand-specific and store-dependent


are now based on a more programmatic approach, with route schedules based on synergized
efficiencies, which in turn significantly reduces the number of trips as well as the total kilometer
runs of the fleet.

Delivery channels have also been growing at a double-digit pace since the pandemic started.
With this tremendous growth comes an additional ecological footprint brought about by take-out
packaging as well as additional carbon footprint in the form of deliveries using motorized
transport. MGI has its own delivery infrastructure and has consolidated all brands to use this
delivery fleet instead of each store having its own. This initiative reduced the number of
motorbikes used by the Group significantly. Usage of non-motorized forms of transportation
and on-foot delivery have also been implemented for efficient delivery routes which further
reduced the fuel consumption of MGI and lessens its carbon footprint

These initiatives are enabled by the core “convergence” strategy that governs overall
integration and acceleration of systemwide corporate synergies that not only creat e market
growth, but reinforce mindful, sustainable practices in the overall organizational operating
structure.

Building Greener Stores

The revised store models rolled out during the pandemic were not only cost -efficient for project
returns, but also more eco-friendly in terms of materials used for construction. LED lights,
environmentally-friendly materials, and energy-efficient equipment are used for new store
openings of the Group, as well as the integrated commissary.
In its builds, such as its flagship multibrand site EDSA Eats located along Main Avenue and
EDSA in Cubao, Philippines, the Group has pivoted towards selective use of eco -bricks
composed of 100 plastic sachets per brick. LED lights are also implemented, while flood
mitigation technologies are also manifested when applicable in relevant stand-alone builds
using permeable pavements, rainwater collection systems, and low flow plumbing fixtures,
allowing sites to utilize water more effectively as they reuse stormwater runoff.

This tentpole site likewise operates waste management components such as a sewage
treatment plant for high performance cleaning with low operating costs, and a MRF (Materials
Recovery Facility) for recycling trash. The multi-brand hub also has lodged bike racks to
promote the use of bikes to help reduce congestion and cut down greenhouse gas emissions
as well as low-VOC (Volatile Organic Compound) plants that help purify air.

Such builds as this shape our forward strategy when it comes the design and creation of future
stand-alone MGI stores.

Good Governance and People


Business Practices, Ethics, and Employee Wellness
The Group provides employment to almost 5,000 people across all its units and operating
establishments and offers fair and competitive pay and benefits. Despite the financial
challenges faced by the Group in the last two years, employee wellness and welfare remain to
be a priority for the Management. MGI was one of the first groups of private corporations that
procured vaccines for all of its employees which were also extended to their family members,
franchise partner, and business partners.

With the effect of the pandemic on the economy and the financial position of the Group, in
particular, the Management had to implement programs that will allow the enterprise to
preserve as many jobs as it could until the restaurant industry recovers. Flexible working
arrangements and temporary reduction in salaries and benefits were agreed upon with
employees to enable the Group to conserve cash resources for the sustained conduct of
operations.

To protect the health and safety of the Group’s employees, work-from-home programs (when
applicable) were implemented and front-liners were provided with personal protective
equipment, vitamin supplements, and access to COVID testing.
MGI maximized the use of technology to ensure continued productivity. Coordination meetings
were conducted through video conferencing and documentation work was done digitally.

In line with the UN SDG of Peace, Justice and Strong Institutions, corporate policies and
regulations are established. The Group's leaders set the example for all employees across the
different units and operating establishments.
Relevant Programs
Vaccination and Booster Drive, Employee Trainings and Upskilling, Mental Health Leaves and
Programs, Anti-corruption Policy, Whistleblowing policy, Employee Diversity and Inclusion

UN Sustainability Development Goals


Goal 5: Gender Equality, Goal 8: Decent Work and Economic Growth, Goal 10: Reduced
Inequalities, Goal 16: Peace, Justice and Strong Institutions

Employee Management

Disclosure (4 Star Brands) Quantity Units

Total number of employees 18 2,443

a. Number of female employees 1,166 #

b. Number of male employees 1,277 #

Age Specific Employment Information


Age range Percentage
<30 years old 36%
31 years old – 50 years old 59%
>51 5%

Additional Gender-based Employee Information


Gender Hired in 2021 Resigned in 2021 Transferred to other
MGI units
Female 46 155 22
Male 58 152 25

Employment status of store/team members


Brand Regularized Probationary Special Employment
Program

MKI 681 4 0
YC 432 40 0
PH 262 6 0
KK 369 4 0
Others 481 164 0
Total 2,225 218 0
Employee benefits
List of Benefits Y/N % of female % of male
employees who employees who
availed for the availed for the

year year

SSS Y 44.34% 40.33%

PhilHealth Y 9.09% 4.62%

Pag-ibig Y 27.19% 27.88%

Parental leaves Y 7.20% 2.58%

Vacation leaves Y 80.62% 77.84%

Sick leaves Y 61.92% 60.61%

Medical benefits (aside from Y

PhilHealth)) 84.73% 83.56%

Housing assistance (aside from N


Pag-

ibig)

Retirement fund (aside from SSS) Y 0.17% 0.16%

Further education support Y

Company stock options N

Telecommuting Y

Flexible-working Hours Y
Geographical deployment per gender
Gender Luzon Visayas Mindanao
Female 47% 56% 49%
Male 53% 44% 51%

Employee Rank per Gender


Brand Gender Senior Officers Junior Officers Rank and File
MKI Female 20 104 158
Male 11 117 275
YC Female 22 46 152
Male 14 33 205
PH Female 16 13 111
Male 6 5 117
KK Female 18 51 133
Male 6 41 124

Employee Training and Development


Disclosure Quantity Units

Total training hours provided to employees

a. Female employees 915 hours

b. Male employees 1,031 hours

Average training hours provided to employees

a. Female employees hours/employ


3.5
ee

b. Male employees hours/employ


3.5
ee

Labor-Management Relations (Material Topic)


Disclosure Quantity Units

% of employees from Bargaining Units with Collective


100% %
Bargaining Agreements (Max’s Restaurant)

Number of consultations conducted with employees


4 #
concerning employee-related policies
Diversity and Equal Opportunity (Material Topic)
Disclosure (4 star brands only) Quantity Units

% of female workers in the workforce 48% %

% of male workers in the workforce 52% %

Number of employees from vulnerable sector* 2 #

*Vulnerable sector includes, elderly, persons with disabilities, vulnerable women, refugees,
migrants, internally displaced persons, people living with HIV and other diseases, solo
parents, and the poor or the base of the pyramid (BOP; Class D and E).

Management Approach to Impacts and Risks

Corporate Governance
MGI has established corporate policies and regulations for all employees across the different
units and operating establishments. These include Anti-Corruption Practices with no reported
incidents, Data Privacy Practices with zero data breaches, Whistleblowing Policy, and Gender
Diversity at the Board Level.

Employee Welfare
The Group contributes to the growth of the national economy by providing employment
opportunities to Filipinos. Aside from offering competitive pay and benefits, MGI also prioritizes
employee engagement, satisfaction, and well-being.

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