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1 ,--I ----::--~----' Total No COVER SHEET I I IP IWI 0 I 0 I0 I0 I0 1712171 SEC Registration Number 1 I I I I 1 1 1 1 1 I I 1 I I 1 1 1 I I I 1 I I 1 1 1 1 I (Company's Full Name) I I I I 1 I I 1 I I 1 I I I I 1 1 1 I 1 1 1 1 I 1 1 1 1 I 1 1 I (B siness Address: No. Stree CityfTown Province) Ma. Victoria Palma 818-3911 (Contact Person) (Company Telephone umber) ~~ IAIAI Fl sl DJDJ il40lltlt Day {Form Type} Month Day (Fiscal Year) (Annual Meeting) (Secondary License Type, If Applicable) I Dept. Requiring this Doc. Amended Articles Number/Section Total Amount of Borrowings ,-----:::---.----,1 ,--I ----::--~----' Total No. of Stockholders Domestic Foreign To be accomplished by SEC Personnel concerned I I I I 1 1 1 I 1 I 1 File Number LCU I I I I 1 1 1 I 1 1 I DoculIIent UJ Cashier ,--- -- ---------- -- --- - --, • I I TAM PS . Remarks: Pl ease use BLACK ink for scanning purposes . _- - .- -- ._-- -- -- -------_. 8CS-99-AF COVER SHEET FOR ALL FILINGS EXCEPT EXPRESS LANE COVER SHEET SEC Number _7u;2...L.7 _____ _ _ Company TIN 000-229-93 ] _000 CENTRAL AZUCARERA DE TARLAC (Company's Full Name) Makati Office - JCS Bldg., 119 Dela Rosa St. Legaspi Village, Makati City (Company's Address: No., Street, City, TownlProvince) 818 - 3911 (Company's Telephone Number) June 30.2013 October 29 ( Fiscal Year Ending) Annual Meeting ( MonthlDay ) Form 17-A (FORMTVPE) ( Amendment Designation, if Applicable) ( Secondary License Type, if any ) MA. VICTORIA PALMA 936-489-746 12 - 23 - 83 ( Company Representative) (TIN) ( Birth Date) Do not fill below this line Cashier File Number ----------"""T"Central Receiving Unit Document ID LCU 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 fiscal year ended June 30, 2013 2. SEC identification number 727 3. BIR Tax Identification No 000229931 CENTRAL AZUCARERA DE TARLAC 4. Exact name of issuer as specified in its charter Manila, Philippines 5. Province, country or other jurisdiction of incorporation or organization 6. Industry Classification Code: L-I______ ~ ( SEC Use Only) JCS Bldg., 119 dela Rosa corner Palanca St., Legaspi Village, Makatl City 7. Address of issuer's principal office Postal Code 818 -3911 1229 8. Issuer's telephone number, including area code n.a. 9. Fonner name, fonner address and fonner fiscal year, if changed since last report 10. Securities registered pursuant to Section 8 and 12 of the Code, or Sections 4 and 8 of the RSA Title of each Class Number of shares of common Stock outstanding and amount of debt outstanding Common 28,254,596 11. Are any or all of the securities listed on a Stock Exchange? Yes [X] No [ ] 12. Check whether the registrant: (a) has filed a reports required to be filed by Section 17 of the SRC and SRC rule 17.1 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 [ ] 13. State the aggregate market value of the voting stock held by non-affiliates of the registrant. -Not applicable TABLE OF CONTENTS Page No. PART 1- BUSINESS AND GENERAL INFORMATION Item 1 Business 1 Item 2 Properties 6 Item 3 Legal Proceedings 8 Item 4 Submission of Matters To A Vote Of Security Holders 8 PART 11- SECURITIES Item 5 Market for Registrant's Common Equity & Related Stockholders' Matters 8 Item 6 Description of Registrant's Securities 8 PART 111- FINANCIAL INFORMATION Item 7 Management's Discussion and Analysis or Plan of Operation 9 Item 8 Financial Statements Review 15 Item 9 Changes in And Disagreements with Accountants & Financial Disclosure 24 PART IV - CONTROL AND COMPENSATION INFORMATION Item 10 Directors and Executive Officers of the Registrant 24 Item 11 Executive Compensation 27 Item 12 Security Ownership of Certain Beneficial Owners & Management 28 Item 13 Certain Relationship and Related Transactions 29 PART V- CORPORATE GOVERNANCE Item 14 Corporate governance 30 PART VI - EXHIBITS AND SCHEDULES Item 15 a. Exhibits 30 b Reports to SEC Form 17-C (Current Report) SIGNATURES INDEX TO FINANCIAL STATEMENT AND SUPPLEMENTARY DISCLOSURES INDEX TO EXHIBITS ----------- PART I - BUSINESS AND GENERAL INFORMATION Item 1. Business Central Azucarera de Tarlac was incorporated in 1927 and renewed in 1976. It operates a sugar mill and refinery, distillery and carbon dioxide plants in Barrio San Miguel, Tarlac City. The sugar cane milled is sourced within the Tarlac district and nearby towns ofPampanga. A. Products and By-Products Raw and Refined Sugar The Company's sugar mill and refinery has a capacity of 7,200 tonnes cane and 8,000 50-kg bags per day respectively. The sugar cane is initially processed to produce sugar of which 31 % represents the company's mill share, 69% belongs to the planters and 2% for. Most of the raw sugar produced is further processed in the refinery to produce refined sugar. For the refining process, tolling fees are collected from customers' upon withdrawal of refined sugar from the Company's warehouse. In addition to raw and refined sugar, the mill and refinery produces molasses, a by-product. The molasses produced in the mill is likewise shared between the mill and the planter using the same sharing ratio while the refinery's molasses production is solely owned by the refinery. The mill's raw sugar sales and the refinery'S tolling fees represents about 58% and 23% respectively, of the Company's total operating revenue for the last three years. The raw and refined sugar produced is generally sold to industrial users thm traders. The company normally operates for about 5 to 6 months while the refinery, about 8 to 9 months. Alcohol The combined captive molasses of the mill and refinery is processed further in the distillery to produce alcohol. The distillery has a production capacity of about 65 ,000 gauge liters per day. The various types of alcohol regularly produced and sold are rectified spirits (purified alcohol), absolute alcohol and denatured alcohol. These alcohol products are sold to various reputable distillers of wine, manufacturers of alcoholic beverages and the small portion goes to producers of pharmaceutical products. In addition to alcohol sales, tolling fees are also earned from various distillers whose molasses are processed by the distillery. In the last three years, the distillery's contribution to the Company's operating revenues was about 16%. The distillery normally operates for about 4 to 5 months of the year in tandem with the refinery operations. Carbon Dioxide The slops from the distillery are captured by the carbon dioxide plant to produce liquid carbon dioxide also in tandem with the distillery. The plant has a capacity of 30,000 kilos per day and normally operates for about 4 to 5 months of the year. Carbon Dioxide sales account for about 3% of the Company s total revenues in the last three years. The carbon dioxide produced is usually sold to industrial users. B. Industrial Profile As predicted, the world market values remained under constant bearish pressure exerted by sizeable statistical surplus for crop year 2012-2013. From the very beginning of the world sugar crop year in October 2012, experts believed that the world sugar market had entered the second season of a distinctive surplus phase, characterized by significant production surplus as well as export availability considerably higher than the projected import demand. Consequently, the softening of sugar prices was projected. The forecast happened indeed. From a price of 21.81 and 28.00 cents per pound for the world and US market respectively by the end of June 2012, the world and US market prices currently hover at around 16.87 and 21.05 cents per pound respectively. On July 16, 2013 world market prices dipped to 15.93 cents per pound, the lowest since June 2010. It was a rollercoaster ride from then on with world market values hovering around 16.00 to 17.00 cents per pound and has never breached the 18.00 cents per pound barrier. The most it has reached was a 3-month high of 17.53 cents per pound sometime mid­ August 2013, however, by the 3rd week of the same month prices retreated back to as low as 16.62 cents per pound. As of last estimate, the International Sugar Organization (ISO) puts world sugar production at 182.956 million tons raw value, up 8.705 million tons or 5% from last season. Brazil, China, Mexico and even the United States are among the expected biggest gainers in terms of output for this season, with a projected combined growth of around 9.24 million tons. On the other hand, world consumption is forecast to grow to 172.695 million tons. The increase in world consumption of2.79% is generally in line with the long-term average growth rate. Therefore, the projected global statistical surplus is at a record­ high of 10.261 million tons, as against the 6.237 million tons last year. The record high production surplus in itself leaves little hope for higher prices at least in the near­ term. What is more noticeable is the projected trade surplus. Export availability is anticipated to grow to 55.739 million tons as against 54.262 million tons the previous season. By contrast, import demand is expected to slightly increase to 54.014 million tons as against 53.445 million tons oflast year.
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