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VMC 2019 Annual Report

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VMC 2019 Annual Report COVER SHEET COMPANY REGISTRATION AND MONITORING DEPARTMENT Nature of Application S.E.C. Registration Number SEC FORM 17-A P W 0 0 0 0 0 3 6 4 Company Name V I C T O R I A S M I L L I N G C O M P A N Y , I N C . Principal Office (No./Street/Barangay/City/Town/Province) V M C C O M P O U N D , J J O S S O R I O S T . B R G Y . X V I V I C T O R I A S C I T Y N E G . O C C . COMPANY INFORMATION Company’s Email Address Company’s Telephone Number Company’s Facsimile Number 034-488-7900 - Contact Person Information Name of Contact Person Email Address Telephone Number/s Facsimile Number/s EVA V. RODRIGUEZ 034-488-7900 - Contact Person’s Address J.J. Ossorio Street, Barangay XVI, Victorias City, Negros Occidental To be accomplished by CRMD Personnel Date Signature Assigned processor: ___________________________________ __________________________ __________________ ___________________________________ __________________________ __________________ __________________________ ___________________ ______________ Document I.D. Received by Corporate Filing and Records Division (CFRD) _________________________ ___________________ Forwarded to: Corporate and Partnership Registration Division ________________________ ___________________ Green Lane Unit ________________________ ___________________ Financial Analysis and Audit Division ________________________ ___________________ Licensing Unit ________________________ ___________________ 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, 2019 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. 20200 7 5. Plant Site: Victorias City, Negros Occidental Province, Country or other jurisdiction of incorporation or organization 6. Industry Classification Code: (SEC Use Only) 7. VMC Compound, J.J. Ossorio St., Brgy. XVI, Victorias City, 6119 Negros Occidental Address of office Postal Code 8. (034) 488-7900; (034) 488-7998 Issuer's telephone number, including area code 9. Not Applicable 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 Stock (Par Value of P1.00 per Authorized Capital Stock 3,042,061,094 shares share) Subscribed and Paid-up 3,042,061,094 shares Amount of Debt Outstanding as of August Php 495,000,000 long-term loan 31, 2019: Page 1 of 19 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, Inc. - Common Stocks 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); 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: Php 6,703,754,302.70 (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: 2018-2019 Consolidated Financial Statements (Incorporated as reference for Item 7 of SEC Form 17- A) Page 2 of 19 TABLE OF CONTENTS PART I - BUSINESS AND GENERAL INFORMATION Page Item 1. Business 4 Item 2. Property 7 Item 3. Legal Proceedings 7 Item 4. Submission of Matters to a Vote of Security Holders 7 PART II - OPERATIONAL AND FINANCIAL INFORMATION Item 5. Market for Issuer’s Common Equity and Related Stockholder 8 Matters Item 6. Management's Discussion and Analysis 9 Item 7. Financial Statements 10 Item 8. Changes in and Disagreements With Auditors on Accounting 10 and Financial Disclosure PART III - CONTROL AND COMPENSATION INFORMATION Item 9. Directors and Executive Officers of the Issuer 11 Item 10. Executive Compensation 15 Item 11. Security Ownership of Certain Beneficial Owners and 16 Management Item 12. Certain Relationships and Related Transactions 17 PART IV – CORPORATE GOVERNANCE Item 13. Corporate Governance 17 PART V- EXHIBITS AND SCHEDULES (a) Exhibits and Schedules 17 (b) Reports on SEC Form 17-C 18 Page 3 of 19 PART I- BUSINESS AND GENERAL INFORMATION ITEM 1 - BUSINESS DESCRIPTION OF BUSINESS Victorias Milling Company, Inc. (VMC or the Company) is an integrated raw and refined sugar Company located in Barangay XVI, Victorias City, Negros Occidental, Philippines. VMC was founded on May 7, 1919 by Don Miguel J. Ossorio. The Company has since diversified, and formed Victorias Foods Corporation, Canetown Development Corporation, Victoria's Golf & Country Club, Inc., Victorias Agricultural Land Corporation and Victorias Green Energy Corporation (VGEC). DATE OF % REGISTRATION Ownership Brief Description of Business Victorias Foods February 24, 100% produces and sells canned sardines, hot Corporation (VFC) 1993 bangus, mackerel, luncheon meat, lechon paksiw, ham, bacon and other meat products Canetown February 9, 1979 88% develops and sells real estate Development properties; develops, operates and sells Corporation (CDC) memorial lots Victorias Golf and May 5, 1994 81% operates a golf club Country Club, Inc. (VGCCI) Victorias Agricultural June 30, 1987 100% acquires and owns agricultural lands Land Corporation and properties (VALCO) Victorias Green Energy April 13, 2015 100% co-generation of energy; operating Corporation (VGEC) stage but not selling to the grid yet. BUSINESS DEVELOPMENT VMC is continuously improving its operations, product quality and services. It has invested in major improvements and optimization programs to satisfy its stakeholders. CURRENT STATUS OF REHABILITATION PROGRAM On July 4, 1997, the Company filed with the Securities and Exchange Commission (SEC) a Petition for the Declaration of Suspension of Payments, for the Approval of a Rehabilitation Plan, and the appointment of a Management Committee. Pursuant to the approved Rehabilitation Plan, the Company and the creditor banks executed a Debt Restructuring Agreement (DRA) on 29 April 2002. Page 4 of 19 The Company plunged into several strategic initiatives to attain financial health, sustain its operations and pay off its debts. In 2013, more than five years ahead of schedule, the Company was able to pay the remaining balance of its restructured loan and the interests accruing thereon, as well as other restructured liabilities. The Company also converted its convertible notes in accordance with the conversion periods as stated in the DRA. In 2014, the Company fully redeemed the remaining notes held by original noteholders. As of August 31, 2019, the Company only has P5.45M convertible notes awaiting conversion held by transferee noteholders, which is inclusive of accrued interest amounting to P2.45M. On April 17, 2018, the Company filed a Motion for the Alteration or Modification (Motion) of the Alternative Rehabilitation Plan with respect to the Refined Sugar Delivery Orders (RSDO) and Refined Sugar Quedans (RSQ) purportedly used by the Company's subsidiary North Negros Marketing Company Inc. to avail of loans from several banks. The Company continues to contest the claims and asserts that it has neither incurred nor benefited from those loans, but in order to achieve the objectives of the rehabilitation, to buy peace, promote stability in its operations, and avoid further protracted litigation, the Company agreed to pay a certain amount over a period of ten years as full settlement of claims. The SEC Special Hearing Panel (SHP) 1 granted the Motion. As of reporting date, the Company is still under rehabilitation proceedings. A Rehabilitation Receiver continues to monitor, together with the elected Board of Directors (BOD) and committees, the successful rehabilitation of the Company. RISKS Strategic Risk The Company’s raw material supply chain is dependent on the production output of the province, which has been declining over the years. Due to this, stiff competition on cane supply triggered the establishment of various transloading stations by different mills which ultimately increased the cost of cane. Declining cane quality due to weather factors and low farm inputs, as well as high labor cost and decreasing labor force remain as significant industry issues. Another key challenge in the industry is the sugar import liberalization, which could significantly reduce sugar prices. Recently, this threat was put on hold due to a senate resolution opposing moves to allow more sugar imports into the country. Financial Risk The Company is currently exposed to credit, liquidity and market risks. Sugar being a commodity is highly susceptible to volatile prices driven by market forces exposing the Company to price risks. Regulatory, Compliance and Legal Risk The Company is subject to laws and regulations in the Philippines in which it operates. It is primarily regulated by Republic Act (RA) 10659 or the Sugarcane Industry Development Act of 2015 and the policies and rules and regulations of the Philippine Sugar Regulatory Administration (SRA). It is also covered by Local Government Code (LGC), environmental laws implemented by the DENR, among others.
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