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Securities and Exchange Commission SECURITIES AND EXCHANGE COMMISSION SEC FORM 17-A ANNUAL REPORT PURSUANT TO SECTION 17 OF THE SECURITIES REGULATION CODE AND SECTION 141 OF THE CORPORATION CODE OF THE PHILIPPINES 1. For the fiscal year ended: August 31, 2012 2. SEC Identification Number: PW-364 3. BIR Tax Identification No.: 000-270-220-000 4. Exact name of Issuer as specified in its charter: VICTORIAS MILLING COMPANY, INC. 5. Plant site: Victorias City, Negros Occidental2020 6. (SEC Use Only) 07 Province, Country or other jurisdiction of Industry Classification Code: incorporation or organization 7. VICMICO Compound Victorias City, Negros Occidental 6119 Address of office Postal Code 8. (034) 399-33-78; (034) 399-35-88 Issuer's telephone number, including area code 9. Not Applicable a 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 Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding (a) Common Stock (Par Value of P1.00 per share) Authorized Capital Stock 2,563,035,708 shares Subscribed and Paid-up 2,024,616,452 shares Amount of Debt Outstanding as of August 31, 2012: 4,826,907,367 11. Are any or all of these securities listed on a 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 Stocks Inc. 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 twelve (12) months (or for such shorter period that the registrant was required to file such reports); 1 Yes [ X ] No [ ] (b) has been subject to such filing requirements for the past ninety (90) days. Yes [ X ] No [ ] 13. Aggregate market value of the voting stock held by non-affiliates: P2,018,792,134 (at P1.00 par value) 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. Briefly describe the documents incorporated by reference and identify the part of the SEC Form 17-A into which the document is incorporated: 2011-2012 Consolidated Financial Statements (Incorporated as reference for Item 7 of SEC Form 17- A) 2 TABLE OF CONTENTS PART I - BUSINESS AND GENERAL INFORMATION Page Item 1. Business 4 Item 2. Property 12 Item 3. Legal Proceedings 14 Item 4. Submission of Matters to a Vote of Security Holders 14 PART II - OPERATIONAL AND FINANCIAL INFORMATION Item 5. Market for Registrant's Common Equity and Related 14 Stockholder Matters Item 6. Management's Discussion and Analysis or Plan of 15 Operation. Item 7. Financial Statements 24 Item 8. Changes in and Disagreements With Accountants on 24 Accounting and Financial Disclosure PART III - CONTROL AND COMPENSATION INFORMATION Item 9. Directors and Executive Officers of the Issuer 25 Item 10. Executive Compensation 29 Item 11. Security Ownership of Certain Beneficial Owners and 30 Management Item 12. Certain Relationships and Related Transactions 30 PART IV- EXHIBITS AND SCHEDULES (a) Exhibits 30 (b) Reports on SEC Form 17-C 30 3 PART I- BUSINESS AND GENERAL INFORMATION ITEM 1 - BUSINESS DESCRIPTION OF BUSINESS Victorias Milling Company, Inc. (VMC) is a domestic corporation located in Victorias City, Negros Occidental. Since its incorporation on May 7, 1919, VMC has engaged in integrated raw and refined sugar manufacturing. It also operates an engineering services and the following subsidiaries: DATE OF REGISTRATION % Ownership Description of Business Victorias Foods Corporation February 24, 1993 100% produces and sells canned sardines, hot (VFC) bangus, mackerel, luncheon meat, lechon paksiw, ham, bacon and other meat products Canetown Development February 9, 1979 88% develops and sells real estate properties; Corporation (CDC) develops, operates and sells memorial lots Victorias Quality Packaging July 4, 1990 55% sells special packaging products such as Corporation (VQPC) polyethylene and polyprophelene bags Victorias Golf and Country May 5, 1994 81% operates a golf club Club, Inc. (VGCCI) Victorias Agricultural Land June 30, 1987 100% acquires and owns agricultural lands and Corporation (VALCO) properties BUSINESS DEVELOPMENT DURING THE PAST THREE (3) YEARS VMC is serious in its efforts to further improve its efficiency as well as product quality and the same is manifested in its zeal to engage in major expansion programs for the past three (3) years. Its unprecedented expansion programs resulted to high milling efficiency rates for Crop Years 2009-2010 and 2010-2011 by milling 2,552,299 MT and 3,115,914 MT, respectively. For Crop Year 2011-2012 VMC was able to mill 3,100,509 tonnes cane, producing 6,400,064 lkg. raw sugar. For Crop Year 2011-2012, VMC milled 3,100,509 MT, slightly lower by 15,405 tonnes cane from last crop year’s 3,115,914 tonnes cane, lower by 99,491 tonnes cane or three 3% percent from the projection of 3.2 million tonnes cane. Although this production is lower than the previous crop year, VMC still retained its leadership when it comes to tons cane milled in the province with 25.82% share. CURRENT STATUS OF REHABILITATION PROGRAM In 1997, VMC filed with the Securities and Exchange Commission (SEC) a Petition for the Declaration of Suspension of Payments, and for the Approval of a Rehabilitation Plan. VMC’s total principal obligations and interest at that time stood at P7.9 Billion. Part of the rehabilitation plan was the restructuring of P4.4 Billion of debt over a period of fifteen (15) years, beginning on September 1, 2003. Over the years, VMC has continued to pay its creditors in accordance with the scheduled amortization payments of its restructured debts. In fiscal year 2012, VMC paid a total of P359 Million for principal, and P239 Million for the interest of its restructured loans. As of Fiscal Year ended August 31, 2012, it has serviced its creditors a total of P2.17 Billion in principal and P3.18 Billion in interest. Another component of the rehabilitation plan was the conversion of P2.4 Billion of debt into convertible notes in accordance with the conversion schedules as provided for in the Debt Restructuring Agreement (DRA). 4 As of FY 2012, VMC has converted a total of P428 Million convertible notes into 428 million of its common shares. P118 Million worth of debts was converted in 2012, while P310 Million convertible notes were converted to 310 million common shares during the previous year. The conversion of the notes into equity contributed significantly to the reversal of the previous negative Net Worth to a positive equity position. As of August 31, 2012, VMC’s Net Worth stood at P1.6 Billion. Aside from bank creditors, VMC also had trade creditors who were to be paid over a three (3) year period. As of August 31, 2012, VMC has paid a total of about P300 Million to its trade creditors. VMC’s shares of stock (“VMC”) are listed in the Philippine Stock Exchange (PSE) but the trading thereof was suspended in 1997. VMC has since filed several petitions for the lifting of the trading suspension while simultaneously providing information to support the same. In May 2012, the suspension was finally lifted and VMC’s stocks are again traded in the Exchange. MILL PERFORMANCE For Crop Year 2011-2012 which lasted 37 operating weeks, VMC has milled a total of 3,100,509 tonnes of cane. Although this production is lower than the previous crop year, VMC still retained its leadership when it comes to tons cane milled in the province with 25.82% share. VMC emerged on top with 2.12% increase in province share compared last crop year. Total tons cane milled accumulated by ten (10) sugar cane mills including San Carlos Bio-energy Inc. is 12,010,140, which is much lower than last crop year’s 13,147,041, but this did not stop Negros Occidental from being the major contributor of cane milled in the country. VMC continues to lead with a production of 6,400,064 Lkg raw sugar or 28.16% share of the total production in Negros Occidental, hitting the projected raw sugar projection of 6,400,000 Lkg., with sugar cane yield at 2.06 Lkg/TC, significantly higher than last years’ 1.83 Lkg/TC by 12.57%, thus resulting to a higher production. Although there was a 12.10% increase in raw sugar production from the previous crop year, the total production of the province decreased by 3.67%. Factory efficiency, Mills reduced extraction and reduced boiling house recovery all hit their respective targets resulting to a higher SDF, low molasses purity and high raw sugar production. Refinery operations also proved to be satisfactory as actual production of 6,031,809 Lkg exceeds last crop year’s projection of 5.5M Lkg. Average production per week improved, noting the record breaking daily and weekly production of 32,953 Lkg and 206,546 Lkg, respectively last February of 2012. The crop years’ refining yield increased to 0.9330, the second highest refining yield in the factory for the last ten (10) years, all owing to the effectiveness of new projects and relevant decrease in total stoppages.
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