Tanduay Holdings, Inc. and Sub
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COVER SHEET SEC Registration Number P W - 0 0 0 0 0 3 4 3 Company Name L T G R O U P, I N C . ( A S u b s i d i a r y o f T a n g e n t H o l d i n g s C o r p o r a t i o n ) Principal Office (No./Street/Barangay/City/Town/Province) 1 1 t h F l o o r , U n i t 3 B e n c h T o w e r , 3 0 t h S t . c o r n e r R i z a l D r i v e C r e s c e n t P a r k W e s t 5 B o n i f a c i o G l o b a l C i t y , T a g u i g C i t y Form Type Department requiring the report Secondary License Type, If Applicable 1 7 Q S E C N / A COMPANY INFORMATION Company’s Email Address Company’s Telephone Number/s Mobile Number [email protected] 808-1266 N/A Annual Meeting Fiscal Year No. of Stockholders Month/Day Month/Day 373 June 9 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 Jose Gabriel D. Olives josegabriel.olives@ltg. com.ph N/A N/A Contact Person’s Address 11th Floor Unit 3 Bench Tower, 30th St. Corner Rizal Drive Crescent Park West 5 Bonifacio Global City, Taguig Note: 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. SECURITIES AND EXCHANGE COMMISSION SEC FORM 17-Q QUARTERLY REPORT PURSUANT TO SECTION 17 OF THE SRC AND SECTION 141 OF THE CORPORATION CODE OF THE PHILIPPINES 1. For the quarterly period ended March 31, 2015 2. SEC Identification Number PW-343 3. BIR Tax Identification No. 121-145-650-000 4. Exact name of registrant as specified in its charter LT GROUP, INC. 5. Province, country or other jurisdiction of incorporation or organization Philippines 6. Industry Classification Code: (SEC Use Only) 7. Address of registrant’s principal office Postal Code 11/F Unit 3 Bench Tower, 30th St. Corner Rizal drive Crescent Park West 5 Bonifacio Global City Taguig City 1634 8. Registrant’s telephone number, including area code (632) 808-1266 9. Former name, former address, and former fiscal year, if changed since last report. N/A 10. Securities registered pursuant to Sections 8 and 12 of the SRC, or 4 and 8 of the RSA Number of Shares of common stock Title of Each Class Outstanding and Amount of Debt Outstanding Common shares, P=1.00 par value 10,821,388,889 11. Are any or all of the securities listed on the Philippine Stock Exchange? Yes [ / ] No [ ] 12. Indicate by check mark whether the registrant: (a) has filed all reports required to be filed pursuant to Section 17 of the Securities Regulation Code (SRC) and Section 26 and 141 of the Corporation Code of the Philippines, during the preceding 12 months (or for such shorter period the registrant was required to file such reports) Yes [ / ] No [ ] (b) has been subject to such filing requirements for the past 90 days Yes [ / ] No [ ] Annex “A” LT GROUP, INC. AND SUBSIDIARIES Interim Condensed Consolidated Financial Statements As at March 31, 2015 and December 31, 2014 And for the Three Months Ended March 31, 2015 and 2014 LT Group, Inc. (a Subsidiary of Tangent Holdings Corporation) and Subsidiaries Interim Condensed Consolidated Financial Statements As of March 31, 2015 and December 31, 2014 and for the three months ended March 31, 2015 and 2014 LT GROUP, INC. (a Subsidiary of Tangent Holdings Corporation) AND SUBSIDIARIES INTERIM CONSOLIDATED BALANCE SHEETS (Amounts in Thousands) March 31, December 31, 2015 2014 (Unaudited) (Audited) ASSETS Current Assets Cash and cash equivalents (Note 4) P=144,041,580 P=147,275,490 Financial assets at fair value through profit or loss (Notes 5 and 19) 20,525,226 22,811,921 Available for sale (AFS) investments (Note 6) 5,024,091 3,774,286 Loans and receivables (Note 7) 134,261,984 143,653,521 Due from related parties (Note 20) 1,795,975 1,797,390 Inventories (Note 8) 12,268,951 12,936,865 Other current assets (Note 9) 8,274,025 7,886,609 Total Current Assets 326,191,832 340,136,082 Noncurrent Assets Loans and receivables - net of current portion (Note 7) 191,532,418 187,438,860 AFS investments (Note 6) 62,736,498 60,039,059 Held-to-maturity (HTM) investments 23,694,845 22,895,493 Investment in associates and a joint venture (Note 10) 12,361,801 12,297,509 Property, plant and equipment (Note 11): At appraised values 38,529,340 38,470,525 At cost 4,020,403 3,975,397 Investment properties (Note 11) 26,770,691 27,197,933 Deferred income tax assets (Note 27) 637,231 717,218 Other noncurrent assets (Note 12) 3,603,404 3,665,132 Total Noncurrent Assets 363,886,631 356,697,126 TOTAL ASSETS P=690,078,463 P=696,833,208 LIABILITIES AND EQUITY Current Liabilities Deposit liabilities (Note 13) P=407,591,676 P=411,391,378 Financial liabilities at fair value through profit or loss (Notes 14 and 19) 11,992,286 10,837,220 Bills and acceptances payable (Note 15) 5,500,879 6,640,221 Short-term and long-term debts - current (Note 17) 808,114 5,806,123 Accounts payable and accrued expenses (Note 16) 14,482,880 16,120,561 Income tax payable 401,353 326,282 Due to related parties (Note 20) 34,665 49,859 Other current liabilities (Note 18) 16,054,165 17,974,819 Total Current Liabilities (Carried Forward) 456,866,018 469,146,463 (Forward) - 2 - March 31, December 31, 2015 2014 Total Current Liabilities (Brought Forward) P=456,866,018 P=469,146,463 Noncurrent Liabilities Deposit liabilities - net of current portion (Note 13) 22,739,009 23,468,731 Financial liabilities at fair value through profit or loss (Notes 14 and 19) 52,964 24,805 Bills and acceptances payable (Note 15) 13,945,788 12,409,837 Long-term debts - net of current portion (Note 17) 11,173,596 11,291,321 Accrued retirement benefits (Note 21) 3,819,471 3,776,261 Deferred income tax liabilities (Note 27) 1,329,183 1,355,247 Other noncurrent liabilities (Note 18) 13,972,833 12,638,349 Total Noncurrent Liabilities 67,032,844 64,964,551 Total Liabilities 523,898,862 534,111,014 Equity Attributable to equity holders of the Company (Notes 1 and 28): Capital stock 10,821,389 10,821,389 Capital in excess of par 35,906,231 35,906,231 Preferred shares of subsidiaries issued to Parent Company 18,060,000 18,060,000 Retained earnings 55,951,558 54,079,986 Other comprehensive income, net of deferred income tax effect 5,316,097 4,582,667 Other equity reserves 790,136 790,136 Shares of the Company held by subsidiaries (12,518) (12,518) 126,832,893 124,227,891 Non-controlling interests (Notes 1 and 28) 39,346,708 38,494,303 Total Equity 166,179,601 162,722,194 TOTAL LIABILITIES AND EQUITY P=690,078,463 P=696,833,208 See accompanying Notes to Unaudited Interim Condensed Consolidated Financial Statements. LT GROUP, INC. (a Subsidiary of Tangent Holdings Corporation) AND SUBSIDIARIES INTERIM CONSOLIDATED STATEMENTS OF INCOME (Amounts in Thousands, Except for Basic/Diluted Earnings Per Share) Three Months Ended March 31 2015 2014 (Unaudited) (Unaudited) REVENUE (Note 22) Banking P=6,300,561 P=6,389,295 Beverage 3,205,227 3,010,157 Distilled spirits 2,975,815 2,948,271 Property development 644,456 539,142 13,126,059 12,886,865 COST OF SALES AND SERVICES (Note 22) 6,167,357 6,097,122 GROSS INCOME 6,958,702 6,789,743 EQUITY IN NET EARNINGS OF ASSOCIATES (Note 10) 507,189 480,476 7,465,891 7,270,219 OPERATING EXPENSES Selling expenses (Note 23) 629,855 649,625 General and administrative expenses (Note 24) 5,537,357 5,289,649 6,167,212 5,939,274 OPERATING INCOME 1,298,679 1,330,945 OTHER INCOME (CHARGES) Finance costs (Note 25) (75,763) (106,944) Finance income (Note 25) 13,596 20,846 Foreign exchange gains - net 292,428 416,123 Others - net (Note 26) 1,202,530 1,172,267 1,432,791 1,502,292 INCOME BEFORE INCOME TAX 2,731,470 2,833,237 PROVISION FOR INCOME TAX (Note 27) Current 656,029 605,940 Deferred (63,558) 6,263 592,471 612,203 NET INCOME P=2,138,999 P=2,221,034 NET INCOME ATTRIBUTABLE TO: Equity holders of the Company P=1,586,674 P=1,611,703 Non-controlling interests 552,325 609,331 P=2,138,999 P=2,221,034 Basic/Diluted Earnings Per Share (Note 29) P=0.15 P=0.15 See accompanying Notes to Unaudited Interim Condensed Consolidated Financial Statements. LT GROUP, INC. (a Subsidiary of Tangent Holdings Corporation) AND SUBSIDIARIES INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Amounts in Thousands) Three Months Ended March 31 2015 2014 (Unaudited) (Unaudited) NET INCOME P=2,138,999 P=2,221,034 OTHER COMPREHENSIVE INCOME (LOSS) Other comprehensive income (loss) to be reclassified to profit or loss in subsequent periods: Accumulated translation adjustment (20,416) (171,021) Net changes in fair value of AFS financial assets, net of deferred income tax effect 1,341,686 232,097 1,321,270 61,076 Other comprehensive income (loss) not to be reclassified to profit or loss in subsequent periods: Revaluation increment on property, plant and equipment, net of deferred income tax effect – (1,337,670) Re-measurement gains (losses) on defined benefit plans, net of deferred income tax effect (2,862) (10,702) (2,862) (1,348,372) OTHER COMPREHENSIVE INCOME (LOSS) - Net of income tax effect 1,318,408 (1,287,296) TOTAL COMPREHENSIVE INCOME P=3,457,407 P=933,738 TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Equity holders of the Company P=2,605,002 P=842,218 Noncontrolling interests 852,405 91,520 P=3,457,407 P=933,738 See accompanying Notes to Unaudited Interim Condensed Consolidated Financial Statements.