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COVER SHEET for Audited Financial Statements COVER SHEET for Audited Financial Statements SEC Registration Number A2001-17595 COMPANY NAME EMPERADOR INC. AND SUBSIDIARIES PRINCIPAL OFFICE ( No./Street/Barangay/City/Town)Province) 7TH FLOOR, 1880 EASTWOOD AVENUE,EASTWOODCITY CYBERPARK, 188 E. RODRIGUEZ JR.AVENUE,BAGUMBAYAN QUEZONCITY,METROMANILA Form Type Department requiring the report Secondary License Type, If Applicable Certificate of Permit to Offer 1 7 - A S E C Securities for Sale (for December 31, 2018) COMPANY INFORMATION Company's Email Address Company's Telephone Number/s Mobile Number [email protected] 709-2038 to 41 N/A No. of Stockholders Annual Meeting Fiscal Year Month/Day Month/Day 160 3rd Monday 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 DINA INTING [email protected] 709-2038 to 41 N/A Contact Person's Address 7th Floor, 1880 Eastwood Avenue, Eastwood City Cyberpark, 188 E. Rodriguez Jr. Avenue, Bagumbayan, Quezon City Note 1: In case of death, resgination 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. 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 of Notice of Deficiencies shall not excuse the corporation from liability for its deficiencies. - 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: December 31, 2018 2. SEC Identification Number: A200117595 3. BIR Tax Identification No. 214-815-715-000 4. Exact name of issuer as specified in its charter: EMPERADOR INC. 5. Metro Manila, Philippines 6. (SEC Use Only) Province, Country or other jurisdiction of Industry Classification Code: incorporation or organization 7. 7th Floor, 1880 Eastwood Avenue, Eastwood City CyberPark, 188 E. Rodriguez Jr. Avenue, Bagumbayan, Quezon City 1110 Address of principal office Postal Code 8. (632) 709-2038 to 41 Issuer's telephone number, including area code 9. N/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 Common issued 16,242,391,176 Treasury 259,164,900 Outstanding as of April 2, 2019 15,983,226,276 11. Are any or all of these securities listed on a Stock Exchange. Yes [ ] No [ ] Philippine Stock Exchange 12. Check whether the issuer: (a) has filed all reports required to be filed by Section 17 of the SRC and SRC Rule 17.1 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): Yes [ ] No [ ] (b) has been subject to such filing requirements for the past ninety (90) days. Yes [ / ] No [ ] 13. The aggregate market value of the voting stock held by non-affiliates is P17,918,149,648, based on the closing price of P7.40 per share on April 2, 2019 at the Philippine Stock Exchange. EMP 2018 17-A - 2 TABLE OF CONTENTS Page No . PART I – BUSINESS AND GENERAL INFORMATION 1. BUSINESS 3 Business Development: 3 Subsidiaries; 4 Description of Business; 8 Products; New Products; 11 Marketing, Sales and Distribution 15 Competition; 19 Sources and Availability of Raw Materials; 20 Dependence on A Single or Few Customers; 21 Transactions With And/or Dependence on Related Parties; 21 Intellectual Property; 22 Regulatory and Environmental Matters; 22 Research and Development; 32 Employees; 33 Risks Associated with the Business; 33 Risk Management and Business Strategy 36 2. PRINCIPAL PROPERTIES 36 3. LEGAL PROCEEDINGS 38 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 38 PART II - OPERATIONAL AND FINANCIAL INFORMATION 5. MARKET FOR ISSUER’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 38 Market Information; Shareholders; Dividend Policy; Recent Sales of Unregistered or Exempt Securities, Including Recent Issuance of Securities Constituting an Exempt Transaction 6. MANAGEMENT’S DISCUSSION AND ANALYSIS 40 Key Performance Indicators; Results of Operations; Financial Condition; Liquidity and Capital Resources; Prospects for the Future; Other Matters 7. FINANCIAL STATEMENTS 47 8. INFORMATION ON INDEPENDENT ACCOUNTANT AND OTHER RELATED 48 MATTERS External Audit Fees and Services; Changes In and Disagreements with Accountants on Accounting and Financial Disclosure PART III – CONTROL AND COMPENSATION INFORMATION 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE ISSUER 48 Directors and Executive Officers; Significant Employees; Family Relationships; Involvement in Certain Legal Proceedings 10. EXECUTIVE COMPENSATION 54 Summary Compensation Table; Compensation of Directors; Employment Contracts and Termination of Employment and Change-in-Control Arrangement; Outstanding Warrants and Options 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 56 Security Ownership of Certain Record and Beneficial Owners of More Than 5% as of February 28, 2017; Security Ownership of Management as of February 28, 2017; Voting Trust Holders of 5% or More; Changes in Control 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 57 PART IV – EXHIBITS AND SCHEDULES 14. EXHIBITS AND REPORTS ON SEC FORM 17-C 57 Reports on SEC Form 17-C filed during the last six-month period covered by this report SIGNATURES 61 AUDITED CONSOLIDATED FINANCIAL STATEMENTS SUPPLEMENTARY SCHEDULES TO THE FINANCIAL STATEMENTS EMP 2018 17-A - 3 PART I - BUSINESS AND GENERAL INFORMATION 1. BUSINESS BUSINESS DEVELOPMENT EMPERADOR INC. (the “Company” or “EMP” or “Emperador”) is a holding company which operates an integrated business of manufacturing, bottling and distributing distilled spirits and other alcoholic beverages from the Philippines, United Kingdom, Spain and Mexico through its wholly-owned subsidiaries. Currently, the Group has as wide range of products in its portfolio – from value to super premium – and an international reach to at least 102 countries. EMP and its subsidiaries (collectively referred to as “ the Group ”) belong under the umbrella of Alliance Global Group, Inc. (“AGI”), the ultimate holding company. The Group has acclaimed renown as the world’s largest brandy producer, leading the brandy segment in the Philippines and Spain, and the world’s fifth largest Scotch whisky producer. Emperador has established its identity in the Philippine alcoholic beverages business as producer of high-quality liquor and innovative products – predominated by ‘Emperador Brandy’ which was introduced in 1990 through Emperador Distillers, Inc. (“EDI”), the Philippines’ largest liquor company and the world’s largest brandy producer. EMP fortified this rich heritage with the acquisition of century-old businesses in Jerez, Spain, known as the world capital of sherry wine and home of the Brandy De Jerez, and in Scotland, United Kingdom, home of Scotch whisky, which themselves were acclaimed as being the first and oldest facility in Spain and the fifth largest Scotch whisky manufacturer in the world. It was in 2013 that the Company transformed into a holding company and increased its capitalization base to P20 billion. In a series of transactions in August and September 2013, AGI acquired majority control with 88% [now 83%] ownership interest in the Company at that time and the Company concurrently acquired 100% ownership in EDI from AGI. The Company thus became a subsidiary of AGI and the immediate parent of EDI. (See Note 23.1 to the Consolidated Financial Statements) The Company’s shares are presently traded on the First Board of the Philippine Stock Exchange (PSE) under the symbol “EMP”. The Company was originally incorporated under the name of Touch Solutions, Inc. (TSI) in the Philippines on November 26, 2001 and first listed its shares on December 19, 2011 under the symbol “TSI”. On August 28, September 16 and September 27, 2013, the Board of Directors (“BOD”), stockholders and Philippine Securities and Exchange Commission (“SEC’’) respectively approved the change in corporate name to Emperador Inc. On October 31, 2014, Emperador through its indirect wholly-owned subsidiary, Emperador UK Limited (“EUK”), completed a deal signed on May 9, 2014, for the acquisition of the entire issued share capital of Whyte and Mackay Group Limited (“WMG” or “Whyte and Mackay”) from United Spirits (Great Britain) Limited, an indirect wholly-owned subsidiary of United Spirits Limited (“USL”), at an enterprise value of £430 million. Emperador took the reins from the world's liquor giants - USL of India (the world's largest spirits company by volume) which was forced to put Whyte and Mackay up on sale because of UK anti-trust concerns, when London-based Diageo Plc (the world's leading premium drinks manufacturer) gained controlling interest in USL. On December 4, 2014, with the completion of the Whyte and Mackay acquisition as a condition precedent to its entry, Singapore sovereign wealth fund GIC Private Ltd . (“GIC”), through its private equity arm, Arran Investment Pte. Ltd. (“Arran”) initially invested P17.6 billion in the Company split into 70%-equity and 30%-equity-linked securities (“ELS”), which is convertible to equity between 2 to 7 years. Through this initial investment, Arran acquired 7% ownership interest in EMP and AGI’s 88% at that time was diluted to 81%. In 2017, additional newly-issued shares were issued to Arran in consideration for the three-year accrued interest on the ELS. The new issuance has minimal effect on the respective ownership interests of Arran and AGI.
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