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SEC Form 17Q As of May 31, 2017

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SEC Form 17Q As of May 31, 2017 TABLE OF CONTENTS FINANCIAL INFORMATION A. Interim Consolidated Financial Statements B. Management’s Discussion and Analysis of Financial Condition and Results of Operations i. Review of Factory Operations ii. Results of Operations and Financial Condition iii. Discussion and Analysis of Material Events and Uncertainties ANNEX A – FINANCIAL SOUNDNESS INDICATORS Victorias Milling Company, Inc. and Subsidiaries Interim Consolidated Statement of Financial Position As at May 31, 2017 (With comparative figures as at August 31, 2016) (All amounts in thousands of Philippine Peso) May 31, August 31, 2017 2016 Notes (Unaudited) (Audited) ASSETS CURRENT ASSETS Cash and cash equivalents 3 637,964 497,759 Trade and other current receivables 4 832,446 181,772 Available-for-sale financial assets 5 131,259 708,663 Inventories 6 1,769,701 326,534 Other current assets 7 462,313 463,938 Total current assets 3,833,683 2,178,666 NON-CURRENT ASSETS Property and equipment, net 9 5,589,567 5,097,563 Investment properties 10 677,593 677,593 Other noncurrent assets 11 351,100 463,349 Total non-current assets 6,618,260 6,238,505 Total assets 10,451,943 8,417,171 LIABILITIES AND EQUITY CURRENT LIABILITIES Trade and other payables 12 428,292 478,981 Short-term borrowings 14 700,000 300,000 Income tax payable 249,210 60,569 Total current liabilities 1,377,502 839,550 NON-CURRENT LIABILITIES Provisions 13 1,580,455 1,554,693 Long-term borrowings 14 1,500,000 850,000 Retirement liability 24 25,027 25,521 Deferred tax liabilities - net 22 133,949 160,406 Other noncurrent liabilities 6,000 6,000 Total non-current liabilities 3,245,431 2,596,620 Total liabilities 4,622,933 3,436,170 EQUITY 15 Capital stock 3,042,061 2,913,251 Additional paid-in capital 840,720 735,544 Convertible notes awaiting conversion 3,000 131,810 Interest on convertible notes awaiting conversion 2,450 107,626 Accumulated other comprehensive income 357,351 505,425 Retained earnings (Deficit) 3,076,361 2,079,730 Treasury stock (1,501,882) (1,501,882) 5,820,061 4,971,504 Non-controlling interest 8,949 9,497 Total equity 5,829,010 4,981,001 Total liabilities and equity 10,451,943 8,417,171 (The notes on pages 1 to 49 are integral part of these financial statements) Victorias Milling Company, Inc. and Subsidiaries Interim Consolidated Statement of Income For the three months and nine months ended May 31, 2017 (With comparative figures for the three-months and nine-months ended May 31, 2016) (All amounts in thousands of Philippine Peso) Three-month period Nine-month period March - May September 2016 – May 2017 2017 2016 2017 2016 Notes (Unaudited) (Unaudited) (Unaudited) (Unaudited) REVENUE 18 Sale of goods 3,168,839 1,157,894 6,951,790 3,600,111 Rendering of services 45,623 182,580 306,365 603,588 3,214,462 1,340,474 7,258,155 4,203,699 COST OF GOODS SOLD AND SERVICES 19 Cost of sale of goods 2,364,170 742,621 5,136,546 2,112,274 Cost of rendering of services 18,207 152,803 196,238 381,793 2,382,377 895,424 5,332,784 2,494,067 GROSS PROFIT 832,085 445,050 1,925,371 1,709,632 OPERATING EXPENSES 21 General and administrative 178,197 109,900 468,105 267,305 Selling 57,186 42,405 108,014 128,309 INCOME FROM OPERATIONS 596,702 292,745 1,349,252 1,314,018 OTHER (EXPENSE) INCOME, NET 20 38,639 (74,670) 31,053 25,970 FINANCE COST Borrowings (5,050) 813 (6,127) (3,839) Amortization of discount on provision 13 (8,587) (7,278) (25,762) (32,296) INCOME BEFORE INCOME TAX 621,704 211,610 1,348,416 1,303,853 INCOME TAX EXPENSE 22 191,644 202,399 414,103 536,341 NET INCOME 430,060 9,211 934,313 767,512 Net income attributable to: Equity holders of Victorias Milling Company, Inc. 429,530 9,629 934,861 769,262 Non-controlling interests 530 (418) (548) (1,750) 430,060 9,211 934,313 767,512 Earnings Per Share 16 Net income attributable to equity holders of Victorias Milling Company, Inc. Basic 0.16 0.00 0.34 0.29 Diluted 0.16 0.00 0.34 0.28 (The notes on pages 1 to 49 are integral part of these financial statements) Victorias Milling Company, Inc. and Subsidiaries Interim Consolidated Statement of Income For the three months and nine months ended May 31, 2017 (With comparative figures for the three months and nine months ended May 31, 2016) (All amounts in thousands of Philippine Peso) Three-month period Nine-month period March - May September 2016 – May 2017 2017 2016 2017 2016 Notes (Unaudited) (Unaudited) (Unaudited) (Unaudited) NET INCOME 430,060 9,211 934,313 767,512 OTHER COMPREHENSIVE INCOME (LOSS) Items that will be reclassified to profit or loss in subsequent periods: Net unrealized gain on available-for-sale financial assets 5 (1,192) (6,548) 9 (1,737) Items that will not be reclassified to profit or loss in subsequent periods Revaluation increment of property, plant and equipment – – – – Remeasurement gains (losses) on retirement liability 24 – – – – Tax effect relating to components of other comprehensive income (loss) – – – – (1,192) (6,548) 9 (1,737) TOTAL COMPREHENSIVE INCOME 428,868 2,663 934,322 765,775 Total comprehensive income attributable to: Equity holders of Victorias Milling Company, Inc. 428,338 3,081 934,870 767,525 Non-controlling interests 530 (418) (548) (1,750) 428,868 2,663 934,322 765,775 (The notes on pages 1 to 49 are integral part of these financial statements) Victorias Milling Company, Inc. and Subsidiaries Interim Consolidated Statement of Changes in Equity For the nine months ended May 31, 2017 (With comparative figures for the nine months ended May 31, 2016) (All amounts in thousands of Philippine Peso) Three-month period Nine-month period March1 to May 31 September 1 to May 31 2017 2016 2017 2016 (Unaudited) (Unaudited) (Unaudited) (Unaudited) CAPITAL STOCK Balance at beginning of period – – 2,913,251 2,640,393 Adjustment – – 128,810 272,858 Balance at end of period – – 3,042,061 2,913,251 CONVERTIBLE NOTES AWAITING CONVERSION Balance at beginning of period – – 131,810 404,668 Adjustment – – (128,810) (272,858) Balance at end of period – – 3,000 131,810 INTEREST ON CONVERTIBLE NOTES AWAIITNG CONVERSION Balance at beginning of period – – 107,626 330,420 Adjustment – – (105,176) (222,794) Balance at end of period – – 2,450 107,626 ADDITIONAL PAID-IN CAPITAL Balance at beginning of period – – 735,544 512,750 Adjustment – – 105,176 222,794 Balance at end of period – – 840,720 735,544 ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) Balance at beginning of period – – 505,425 522,759 Adjustment (149,275) (11,400) (148,074) (19,931) Balance at end of period (149,275) (11,400) 357,351 502,828 RETAINED EARNINGS Balance at beginning of period – 150,701 2,079,730 1,442,130 Net income 431,601 (3,713) 936,932 769,262 Adjustments 59,699 18,195 59,699 18,195 Balance at end of period 491,300 165,183 3,076,361 2,229,587 TREASURY STOCK Balance at beginning and end of period – 150 (1,501,882) (1,501,871) NON-CONTROLLING INTEREST Balance at beginning of period – – 9,497 14,175 Net Income 530 (418) (548) (1,750) Balance at end of period 530 (418) 8,949 12,425 TOTAL EQUITY 342,555 153,515 5,829,010 5,131,200 (The notes on pages 1 to 49 are integral part of these financial statements) Victorias Milling Company, Inc. and Subsidiaries Interim Consolidated Statement of Cash Flows For the nine months ended May 31, 2017 (With comparative figures for the nine months ended May 31, 2016) (All amounts in thousands of Philippine Peso) 2017 2016 Notes (Unaudited) (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax 1,348,416 1,303,853 Adjustments for: Depreciation 9 232,467 182,223 Loss on revaluation of investment properties – – Loss on sale of investment properties – 74,636 Loss (Gain) on sale of property, plant and equipment 20 (1,572) – Provision for (recovery of) write-down of inventory 6 3,298 – Realized gain from sale of available-for-sale 10,664 – Interest income 3,20 (3,674) (13,177) Finance cost 6,127 – Provisions for litigation claims 13 – – Amortization of discount on provisions 25,762 32,296 Net retirement benefit cost (income) 23 – – Casualty loss 20 – – Net unrealized foreign exchange losses (gains) (15,013) – Gain on sale of inventories – – Gain on extinguishment of liabilities 20 – – Operating income before working capital changes 1,606,475 1,579,831 Changes in operating assets and liabilities: Decrease (increase) in: Trade and other receivables (635,661) (167,000) Inventories (1,446,465) (676,831) Other current assets 1,625 (69,947) Increase (decrease) in trade and other current payables (50,689) (19,900) Net cash generated from operations (524,715) 646,153 Interest received 3,674 13,177 Retirement benefits paid (494) (356) Income tax paid (338,223) (369,573) Net cash provided by operating activities (859,758) 289,401 CASH FLOWS FROM INVESTING ACTIVITIES Investments in available-for-sale financial assets (3,672,082) – Decrease (increase) in other non-current assets 112,249 98,870 Proceeds from sale of: Available-for-sale financial assets 4,238,822 21,832 Investment property – – Property, plant and equipment 2,905 – Additions to property, plant and equipment (725,804) (989,352) Net cash provided by (used in) investing activities (43,910) (868,650) forward Victorias Milling Company, Inc.
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