Maxs Sec 17-q Report q3 2022 11nov2022

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SEC Number A2000-03008

File Number

MAX’S GROUP, INC.


_________________________________________________
(Company’s Full Name)

______________________________________
(Company’s Address)

______________________________________
(Telephone Number)

______________________________________
(Calendar Year Ending)
(month and day)

Form 17-Q Quarterly Report


______________________________________
Form Type

17-Q
______________________________________
Amendment Designation (If applicable)

September 30, 2022


______________________________________
Period Ended Date

______________________________________
(Secondary License Type and File Number)
Pancake House, Inc.
SEC Form 17-Q

SECURITIES AND EXCHANGE COMMISSION

SEC FORM 17-Q


QUARTERLY REPORT PURSUANT TO SECTION 17 OF THE SECURITIES
REGULATION CODE AND SRC RULE 17(2)(B) THEREUNDER

1. For the quarterly period ended September 30, 2022

2. SEC Identification No: A2000-03008

3. BIR Tax Identification No. 205-357-210-000

4. Exact name of issuer as specified in its charter Max’s Group, Inc.

5. Manila, Philippines
Province, Country or other jurisdiction of incorporation or organization

6. Industry Classification Code: (SEC Use Only)

7. 3F KDC Plaza, 2212 Chino Roces Avenue Extension, Makati City


Address of issuer’s principal office

1230
Postal Code

(632) 8424 2800


Issuer's telephone number including area
code

9.
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

Number of Shares of Common Stock


Title of Each Class Outstanding and Amount of Debt Outstanding

Common Shares 1,037,292,224

11. Are any or all of these securities listed on the Philippine Stock Exchange.
Yes [ / ] No [ ]

If yes, state the name of such stock exchange and the classes of securities listed therein:

Philippine Stock Exchange Common Shares

12. Indicate by check mark whether the issuer:

(a) has filed all reports required to be filed by Section 17 of the Code and SRC Rule 17
thereunder or Sections 11 of the RSA and RSA Rule 11 (a)-1 thereunder, and

2
Pancake House, Inc.
SEC Form 17-Q

Sections 26 and 141 of the Corporation Code of the Philippines during the preceding
12 months (or for such shorter period that the issuer was required to file such reports);
Yes [ / ] No [ ]

(b) has been subject to such filing requirements for the past 90 days.
Yes [ / ] No [ ]

3
Pancake House, Inc.
SEC Form 17-Q
PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

The unaudited interim condensed consolidated financial statements of Max’s Group, Inc. for the period
ended 30 September 2022 and 31 December 2021 and for the nine months ended 30 September 2022 and
30 September 2021, are attached to this 17-Q report and presented as follows:

 Interim Condensed Consolidated Statements of Financial Position as of 30 September 2022 and


31 December 2021
 Interim Condensed Consolidated Statements of Income as of 30 September 2022 and 30
September 2021
 Interim Condensed Consolidated Statements of Comprehensive Income as of 30 September 2022
and 30 September 2021
 Interim Condensed Consolidated Statements of Changes in Equity as of 30 September 2022 and
30 September 2021
 Interim Condensed Consolidated Statements of Cash Flows as of 30 September 2022 and 30
September 2021
 Notes to Interim Condensed Consolidated Financial Statements as of 30 September 2022

4
Pancake House, Inc.
SEC Form 17-Q
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Results of Operations and Financial Condition for the period ended 30 September 2022

The summary of information presented in this report as at September 30, 2022 was derived from
the Group’s unaudited interim financial statements. The following discussion and analysis of the
Group’s financial condition and results of operations should be read in conjunction with the
submitted Unaudited Financial Statements.

Financial Highlights and Key Performance Indicators

MGI (“The Group”) successfully navigated through the pandemic through its strategic pivots as
evidenced by financial metrics despite various lockdowns and commodity headwinds and supply
chain challenges since 2020. The new business model has enabled MGI to be ready as the
market opened up in 2022 and as sales continuously recovers as compared from 2020 and 2021
and as dine-in restrictions continue to be relaxed. The more efficient economic model of the
Group designed to accelerate profit recovery despite market constraints has proved its viability
and sustainability as seen in higher margins compared to pre-covid despite soft topline.

The Group finished strong for the first nine months of the year despite the January lockdowns
as succeeding months saw significant increases in sales as restrictions were relaxed quicker
coupled with revenge spending of consumers.

Despite a challenged first month, MGI managed to end the 9M 2022 in a net income position
with margins exceeding even pre-pandemic levels. The most lenient Alert Level 1, where
restaurants could operate at 100% capacity, remained in effect for the entire third quarter
helping MGI regain lost dine-in sales. The improved results is also driven by the significantly
more efficient business model of the Group which has sustained it during the pandemic and will
see significant upsides once the market fully opens up.

Change 9M 2022 vs
PHPm 9M 2022 9M 2021
PHP LY
Systemwide Sales 12,561 8,621 3,939 46%
Revenue 7,771 5,324 2,447 46%
Cost of sales and services (5,109) (3,822) (1,287) -34%
Gross profit 2,662 1,502 1,160 77%

General and administrative expenses (1,817) (1,525) (292) -19%


Sales and marketing expenses (216) (164) (51) -31%
Other income - net 149 336 (188) -56%
Income (loss) before finance costs and other
adjustments 778 149 629 423%

Finance costs (204) (193) (12) -6%


Other income - other adjustments - 377 (377) -100%
Income (loss) before tax 574 333 240 72%

Benefit from (provision for) income tax (146) (99) (48) -48%
Net income (loss) 427 234 193 82%
EBITDA w/o one-offs 1,469 848 621 73%
NIBT w/o one-offs 574 (44) 617 1411%
Net Income w/o one-offs 427 (143) 570 400%

5
Pancake House, Inc.
SEC Form 17-Q
Change
1H 2022 1H 2021 %
Margins
GP Margin 34% 28% 6%
EBIT Margin 10% 10% 0%
EBIT Margin w/o one-offs 10% 3% 7%
EBITDA Margin 19% 23% -4%
EBITDA Margin w/o one-offs 19% 16% 3%
NIAT Margin 5% 4% 1%
NIAT Margin w/o one-offs 5% -3% 8%

Systemwide Sales and Revenues

Q3 2022 vs 9M 2022 vs
PHPm Q3 2022 Q3 2021 9M 2022 9M 2021
LY LY
Systemwide Sales 4,468 2,874 12,561 8,621 55% 46%
Revenue 2,787 1,702 7,771 5,324 64% 46%

Systemwide sales (SWS or “sales”) comprising sales generated by both company-owned and
franchised stores amounted to P12.56 billion in the first three quarters of 2022, a 46% growth
from the same period last year despite strict lockdown measures in January due to the Omicron
surge. Relaxation of dine-in restrictions starting February caused a significant boost in sales of
dine-in brands Max’s and Pancake House which saw their dine-in share grow month-on-month.
Off premise brands Krispy Kreme and Yellow Cab also continued their resilience and proved their
pandemic proof performance. All core brands of the group posted double digit growth for the
period and has a lot of potential margin upsides with the more efficient business model.

Sales and revenues are recovering which are at 86% and 75% versus 2019 respectively despite
having lesser stores and strict lockdown measures in January.

Sales from the local market jumped 54% in 9M 2022 vs the same period last year due to the faster
vaccination rollout causing less stringent lockdown measures. Meanwhile, the international
business reported a solid 22% growth. Future network expansion plans for the international
market have been identified.

Consolidated revenues of the Group for 9M 2022 amounted to P7.77 billion a 46% growth from
P5.32 billion the same period last year driven by rapid recovery of dine-in brands with the
introduction of Alert Level 1 translating to dine-in upsides, and steady contribution of traditionally
off-premise driven brands Yellow Cab and Krispy Kreme.

Shifts in channel segments were seen at the start of the year as the consumer adjusted to
government-mandated protocols such as limited dine-in due to health and safety precautions. As
dine-in restrictions were removed in March, dine-in increase was rapid while other channels
remained strong. On a go forward basis, upsides are seen for dine-in segment as it continues to
recover to pre-covid levels while other off-premise channels remain at the same level.

Core brands continue to drive the demand and increase in SWS which strengthens MGI’s
business model. With each brand having its unique profile, the Group is in a good position to have
a better reach across market segments.

Cost of Sales and Services

Consolidated Cost of sales increased by 34% to P5.11 billion for 9M 2022 from P3.82 billion last
year. Cost of sales increased by only 34% despite revenues increasing by 46% as a result of
significant cost savings and store efficiency initiatives. The result is significant margin
improvements from prior year as the Group is already seeing pre-covid margins even if sales is
tempered due to the impact of the pandemic.

6
Pancake House, Inc.
SEC Form 17-Q
Despite headwinds faced throughout the year, the Group managed to maintain higher margins by
strategically and proactively placing measures to counter market volatility and rising commodity
prices.

Food and beverage cost which is the largest component of cost of sales only increased by 41%
despite significant increase in topline driven by efficient store operations and streamlining of menu
and product offerings.

Rentals increased from last year as rent concessions from lessors have been minimal as
restrictions are relaxed. As a percentage of revenue, 9M 2022 cost of sales is 66%, an
improvement from 72% the same period last year.

The following table summarizes the Group’s cost of sales for the quarters ended September 30,
2022 and 2021, and 9M 2022 and 2021:

Q3 2022 vs 9M 2022 vs
Cost of sales and services (PHPm) Q3 2022 Q3 2021 9M 2022 9M 2021
LY LY
Food and beverage 960 566 2,644 1,874 69% 41%
Salaries, wages and employee benefits 306 214 828 667 44% 24%
Rentals 130 76 332 149 72% 122%
Light and Water 107 72 287 208 49% 38%
Depreciation and Amortization 199 208 616 630 -4% -2%
Supplies Used 24 11 66 40 120% 63%
Fuel & Oil 40 28 116 78 44% 49%
Supplies and Equipment Sold 0 5 5 13 -96% -59%
Transportation and Travel 5 13 15 22 -59% -34%
Others 83 45 199 139 83% 43%
Total 1,854 1,238 5,109 3,822 50% 34%

Gross Profit

As a result of the foregoing, gross profit for 9M 2022 amounted to P2.66 billion a 77% increase
from P1.50 billion in the same period last year. Gross profit margin also significantly increased to
34% from only 28% the year prior. Margin improvements despite headwinds encountered from
commodity price increases as well as tempered topline growth resulting from lockdown
restrictions is the result of the pivot in business model of the Group and continued optimization of
costs across the whole organization, including supply chain efficiencies.

General and Administrative Expenses

General and administrative expenses for 9M 2022 amounted to P1.82 billion or a 19% increase
from prior year. As a percentage of revenues, general and administrative expenses were kept at
only 23%, compared to 29% the same period last year as topline was improved. Increase in
expenses is largely driven by P86 million higher salaries, wages and employee benefits due to
the recent wage hike, and P80 million higher freight out as a result of increasing fuel prices
globally.

Q3 2022 vs 9M 2022 vs
General and Administrative Expenses (PHPm) Q3 2022 Q3 2021 9M 2022 9M 2021
LY LY
Salaries, wages and employee benefits 210 164 586 500 28% 17%
Service Fees 114 106 350 306 8% 14%
Taxes and Licenses 70 62 198 178 12% 11%
Freight out 64 53 150 70 21% 114%
Royalty & Brand Fund 45 31 125 90 48% 39%
Rental 26 33 64 67 -20% -5%
Light and Water 8 8 22 25 -7% -9%
Depreciation and amortization 12 12 35 34 -3% 4%
Transportation and Travel 13 13 46 38 4% 19%
Repairs and maintenance 6 4 19 10 49% 81%
Supplies Used 6 4 17 16 56% 3%
Communication 6 9 15 23 -32% -33%
Amortization of Intangibles 12 11 37 31 15% 17%
Others 51 56 154 135 -9% 14%
Total 645 565 1,817 1,525 14% 19%

7
Pancake House, Inc.
SEC Form 17-Q
Other Income and Expenses

Other income - net amounted to P149 million for 9M 2022, or a 56% decrease from the same
period last year largely from reduction in rent concessions.

Income Before Finance Costs and Other Adjustments

As a result of the foregoing, income before finance cost and other one-off adjustments for 9M
2022 amounted to P778 million a significant increase from P149 million for the same period last
year. The significant boost in topline coupled with the optimized cost structure of the Group
yielded a 423% growth in income before finance cost and other adjustments.

Earnings before interest, taxes, depreciation and amortization (EBITDA)

EBITDA for 9M 2022 amounted to P1.47 billion, a significant improvement from P848 million for
the same period last year, excluding previous one-off gains amounting to P377 million. EBITDA
is growing at a faster pace than revenue growth proving the viability and sustainability of the
revised business model. EBITDA margins further improved to 19% from 16% the same period
last year without the one-off gains. This improvement in the business model will further be realized
as sales continue to recover as the market continues to open up while costs are maintained at
the same level. Even including one-off gains for the prior period, EBITDA for 9M 2022 is still P244
million higher.

Net income

As a result of the foregoing, the Group ended 9M 2022 with a net income of P427 million, an
increase of P570 million from the same period last year excluding the previous one-off gains
attributable to the sale of a subsidiary whose primary asset is land. Net income margin without
one-off gains expanded to 5% compared to -3% the same period last year. Including one-off gains
for the prior period, net income for 9M 2022 is P193 million higher.

*Space left intentionally blank.*

8
Pancake House, Inc.
SEC Form 17-Q
Financial Condition

ASSETS

As at September 30, 2022 vs December 31, 2021

The Group ended the first nine months with consolidated total assets of P14.17 billion, 4% lower
than the P14.71 billion as at the end of 2021. Decrease is largely driven by the reduction in trade
and other receivables arising from collection efficiencies.

Assets (in PHP millions) As of September As of December Change


ASSETS 2022 2021 Amount %
Current assets
Cash and cash equivalents 1,543 1,081 463 43%
Trade and other receivables 828 1,292 (463) -36%
Inventories 681 576 105 18%
Prepaid expenses and other current assets 221 258 (37) -14%
Total current assets 3,274 3,206 68 2%

Noncurrent assets
Investment in real properties 273 273 (0) 0%
Property and equipment 3,130 3,303 (174) -5%
Intangible assets 4,843 4,875 (32) -1%
Right-of-use assets 1,086 1,496 (410) -27%
Net deferred income tax assets 795 788 7 1%
Security, utility and other deposits 543 520 23 4%
Other noncurrent assets 223 248 (25) -10%
Total noncurrent assets 10,894 11,504 (610) -5%
TOTAL ASSETS 14,167 14,710 (543) -4%

Cash and Cash Equivalents

Consolidated cash and cash equivalents increased to P1.54 billion or 43% higher than the
balance at year-end 2021 attributable to the significant growth in operating cashflows from
enhanced business model.

Trade and Other Receivables

Trade and other receivables amounted to P828 million or a 36% decrease from P1.29 billion at
year-end 2021 primarily due to efficiencies in collection from franchisees for their commissary
purchases and franchise license fees, as well as the outstanding balance from the 2021 sale of a
subsidiary whose sole asset is land.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets decreased by P37 million or 14% to P221 million
driven by the settlement of prepaid business taxes and additional tax credits that are subject to
amortization and utilization until the end of the year.

Other Noncurrent Assets

Other noncurrent assets decreased by P25 million or 10% to P223 million driven by the application
of deferred input VAT for the year.

9
Pancake House, Inc.
SEC Form 17-Q
LIABILITIES

The following table summarizes the Group’s consolidated liability accounts:

Liabilities (in PHP millions) As of September As of December Change


LIABILITIES AND EQUITY 2022 2021 Amount %
Current liabilities
Trade and other payables 2,437 3,046 (609) -20%
Lease liabilities 203 530 (327) -62%
Loans payable 400 1,407 (1,007) -72%
Income tax payable 2 2 (1) -21%
Total current liabilities 3,042 4,986 (1,943) -39%

Noncurrent liabilities
Lease liabilities - net of current portion 1,000 1,089 (89) -8%
Long-term debt 4,098 3,089 1,009 33%
Contract liabilities 62 64 (2) -3%
Net retirement liabilities 358 314 45 14%
Net deferred income tax liabilities 734 718 16 2%
Total noncurrent liabilities 6,253 5,274 979 19%
TOTAL LIABILITIES 9,295 10,259 (964) -9%

Trade and Other Payables

Trade and other payables decreased by P609 million or 20% to P2.44 billion from P3.05 billion at
year-end 2021 driven by payments made throughout the period as part of regular business
operations.

Net Loans Payable

Total loans payable stood at P4.50 billion. The non-current portion of the long-term debt increased
by P1.01 billion mainly due to refinancing of current portion of loans maturing within one year.
Refinancing the current portion of the loans payable will ensure cash available is used to further
drive growth in the business and at the same time strategically taking advantage of efficient
financing costs.

Cash Flow Summary

The Group generated positive operating cash flow of P824 million for the nine months ended 30
September 2022 despite a lean first quarter due to Omicron lockdowns and third quarter’s
seasonality index. This is a significant improvement from the P604 million operating cash flow
during the same period last year. Higher operating cash flow during the year is largely
attributable to the higher revenues generated, and efficient operating costs.

Positive cash flows from investing activities amounted to P92 million which pertains primarily to
the collection of outstanding receivables from the sale of a subsidiary in 2021 whose sole asset
is land.

Net cash used for financing activities amounted to P454 million mostly for the settlement of
lease liabilities throughout the period.

10
Pancake House, Inc.
SEC Form 17-Q
Key Financial Ratios

9M 2022 9M 2021
a. Gross Profit Margin 34.3% 28.2%
b. Net Income Margin 5.5% 4.4%
c. Debt to Equity Ratio 1.91x 2.51x
d. Net Debt to Equity Ratio 1.59x 2.32x
e. Loan to Equity Ratio 0.92x 1.13x
f. Return on Equity 8.8% 5.8%

Notes:
a. Gross Profit Margin = Gross Profit / Revenues
b. Net Income Margin = Net Income / Revenues
c. Debt to Equity = Total Liabilities / Total Equity
d. Net Debt to Equity = (Total Liabilities – Cash / Total Equity)
e. Loan to Equity = Total Loans / Total Equity
f. Return on Equity = Net Income / Total Equity

Discussion of the Group’s Top Five (5) Key Performance Indicators

The following are the major performance indicators that the company utilizes. Analyses are
employed by comparisons and measurements based on the financial data for the period ended
September 30, 2022.

Store Network

By the end of September 30, 2022, the Group’s store count totaled 663 branches up from 652 in
the same period last year. The Group rationalized its store network as part of the optimization and
restructuring done in 2020, and boosted the franchise network locally and across the globe. The
Group continues to do an in-depth store network review to position each location, ownership and
formats for higher organic growth and profitability.

Company- Franchised International Joint Total


Owned Venture
Max’s Restaurant 83 101 31 - 215
Krispy Kreme 81 17 - - 98
Yellow Cab Pizza 97 70 19 - 186
Pancake House 37 79 3 3 122
Jamba Juice 10 4 - - 14
Sizzlin’ Steak - - 5 - 5
Dencio’s - 5 - - 5
Teriyaki Boy - 1 5 1 7
Teriyaki Boy & 1 5 - - 6
Sizzlin’ Steak
Combination
Multibrand
Max’s Restaurant 1 - - - 1
Krispy Kreme 1 - - - 1
Yellow Cab Pizza 1 - - - 1
Pancake House 1 - - - 1
Teriyaki Boy 1 - - - 1
Total 314 282 63 4 663

11
Pancake House, Inc.
SEC Form 17-Q
Systemwide Sales

Systemwide Sales pertains to the total sales to customers both from company-owned and
franchised stores.

(in Php millions) Q3 2022 9M 2022


Systemwide Sales 4,468 12,561
% Growth vs LY 55% 46%

Revenues

The company and its operating subsidiaries generate revenues from three sources: (i) Store sales
from company-owned stores; (ii) Commissary sales to franchised stores; and (iii) Fees from
franchisees consisting of one-time franchise and development fees, and continuing license fees.

(in Php millions) Q3 2022 9M 2022


Revenues 2,787 7,771
% Growth vs LY 64% 46%

EBITDA

EBITDA measures the company’s ability to generate cash from operations. It is computed by
adding back depreciation and amortization (non-cash expenses) to earnings before interest and
income taxes are deducted.

(in Php millions) Q3 2022 9M 2022


EBITDA 486 1,469
Increase vs LY +263 +244
Increase vs LY w/o +263 +621
one-offs

Net Income Margin

Net Income Margin provides a measure of return for every peso of revenue earned, after all other
operating expenses and non-operating expenses, including provision for income taxes, are
deducted. It is the percentage of the company’s income after tax to net sales in a given period.

Q3 2022 9M 2022
Net Income Margin 5.2% 5.5%
Increase vs LY +1451 bps +110 bps
Increase vs LY w/o +1451 bps +818 bps
one-offs

Discussion on Material Events, Commitments and Uncertainties

1. There were no events during the reporting period that will trigger direct or contingent
financial obligation that is material to Max’s Group, Inc.

12
MAX’S GROUP, INC.
Doing business under the name and styles of
Max’s Restaurant, Pancake House, Maple, Dencio’s, Singkit,
Yellow Cab, Teriyaki Boy, Sizzlin’ Steak, Max’s Corner Bakery, Max’s
Group Kitchen, Max’s All About Chicken,
and All About Chicken
and Subsidiaries

Interim Condensed Consolidated Financial Statements


September 30, 2022 and December 31, 2021
And for the Three Months Ended
March 31, 2021 and 2020

With independent auditor’s report provided by

REYESTACANDONG&CO.
FIRM PRINCIPLES.WISE SOLUTIONS.
MAX’S GROUP, INC.
Doing business under the name and styles of
Max’s Restaurant, Pancake House, Maple, Dencio’s, Singkit, Yellow Cab, Teriyaki Boy, Sizzlin’ Steak,
Max’s Corner Bakery, Max’s Group Kitchen, Max’s All About Chicken, and All About Chicken
AND SUBSIDIARIES
INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Amounts in Thousands)

As at
September 30, As at
2022 December 31, 2021
Note (Unaudited) (Audited)
ASSETS
Current Assets
Cash and cash equivalents =1,543,361
P =1,080,557
P
Trade and other receivables 828,160 1,291,568
Inventories 681,013 575,737
Prepaid expenses and other current assets 220,979 257,763
Total Current Assets 3,273,513 3,205,625
Noncurrent Assets
Property, plant and equipment 6 3,129,621 3,303,147
Intangible assets 7 4,843,134 4,874,924
Right-of-use (ROU) assets 9 1,086,228 1,496,365
Investment properties 273,278 273,366
Net deferred income tax assets 795,261 787,776
Security deposits on lease contracts 9 543,091 548,023
Other noncurrent assets 222,978 220,470
Total Noncurrent Assets 10,893,591 11,504,071
=14,167,104
P =14,709,696
P

LIABILITIES AND EQUITY


Current Liabilities
Trade and other payables 8 =2,437,245
P =3,046,379
P
Loans payable 10 - 830,360
Current portion of:
Long-term debt 10 400,000 576,500
Lease liabilities 9 203,213 529,840
Income tax payable 1,926 2,428
Total Current Liabilities 3,042,384 4,985,507
Noncurrent Liabilities
Noncurrent portion of:
Long-term debt 10 4,098,156 3,089,076
Lease liabilities 9 999,842 1,088,899
Contract liabilities 8 62,120 64,317
Net deferred income tax liabilities 734,257 717,938
Net retirement liabilities 358,188 313,643
Total Noncurrent Liabilities 6,252,563 5,273,873
Total Liabilities 9,294,947 10,259,380
(Forward)
As at As at
September 30, 2022 December 31, 2021
Note (Unaudited) (Audited)
Equity 11
Capital stock =P1,087,082 =1,087,082
P
Additional paid-in capital 5,353,289 5,353,289
Retained earnings 1,507,482 1,081,072
Other comprehensive loss (402,315) (396,831)
Treasury stock (495,249) (495,249)
7,050,289 6,629,363
Shares held by subsidiaries (2,122,928) (2,122,928)
Non-controlling interests (55,204) (56,119)
Total Equity 4,872,157 4,450,316

=14,167,104
P P=14,709,696
See accompanying Notes to Interim Condensed Consolidated Financial Statements.
MAX’S GROUP, INC.
Doing business under the name and styles of
Max’s Restaurant, Pancake House, Maple, Dencio’s, Singkit, Yellow Cab, Teriyaki Boy, Sizzlin’ Steak,
Max’s Corner Bakery, Max’s Group Kitchen, Max’s All About Chicken, and All About Chicken
AND SUBSIDIARIES
INTERIM CONSOLIDATED STATEMENTS OF INCOME
[Amounts in Thousands, except for earnings per share]

For the Nine Months Ended September 30 (Unaudited)


2022 2021
3rd Quarter 3rd Quarter
Note Three Months Nine Months Three Months Nine Months

REVENUES
Restaurant sales =2,077,175
P =P5,963,159 =1,313,481
P =4,137,354
P
Commissary sales 526,059 1,286,374 270,592 837,243
Franchise, royalty and continuing license fees 183,964 520,984 118,096 348,933
2,787,198 7,770,517 1,702,169 5,323,530

COST OF SALES 13 1,854,495 5,108,610 1,237,605 3,821,685

GROSS PROFIT 932,703 2,661,907 464,564 1,501,845

GENERAL AND ADMINISTRATIVE EXPENSES 14 (644,683) (1,816,855) (564,943) (1,525,069)

SALES AND MARKETING EXPENSES (78,455) (215,560) (63,375) (164,385)

OTHER INCOME – Net 15 52,446 148,636 155,065 713,480

OPERATNG INCOME 262,011 778,128 (8,689) 525,871

FINANCE COSTS
Loans payable and long - term debt 10 (49,499) (142,501) (24,837) (110,044)
Lease liabilities 9 (19,108) (61,984) (24,355) (82,592)

INCOME BEFORE INCOME TAX 193,404 573,643 (57,881) 333,235

PROVISION FOR (BENEFIT FROM) INCOME TAX


Current 66,440 127,090 (28,382) 27,406
Deferred (19,310) 19,228 128,011 71,324
47,130 146,318 99,629 98,730

NET INCOME (LOSS) =146,274


P =427,325
P (P
=157,510) =234,505
P

NET INCOME ATTRIBUTABLE TO:


Equity holders of the Parent Company =145,737
P =426,410
P (P
=157,253) =233,468
P
Non-controlling interests 537 915 (257) 1,037
=146,274
P =427,325
P (P
=157,510) =234,.505
P

Earnings (Loss) Per Share Attributable to the


Equity Holders of the Parent Company 17
Basic =0.19
P =0.55
P (P
=0.20) =0.30
P

Diluted =0.19
P =0.55
P (P
=0.20) =0.30
P
MAX’S GROUP, INC.
Doing business under the name and styles of
Max’s Restaurant, Pancake House, Maple, Dencio’s, Singkit, Yellow Cab, Teriyaki Boy, Sizzlin’ Steak,
Max’s Corner Bakery, Max’s Group Kitchen, Max’s All About Chicken, and All About Chicken
AND SUBSIDIARIES
INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in Thousands)

For the Nine Months Ended September 30 (Unaudited)


2022 2021
3rd Quarter 3rd Quarter
Three months Nine Months Three Months Nine Months

NET INCOME (LOSS) =146,274


P =427,325
P (P
=157,510) =234,505
P
OTHER COMPREHENSIVE INCOME
Item to be reclassified to profit or loss
Income (loss) from exchange differences
on translation of foreign operations 7,427 (5,485) 2,908 15,322
TOTAL COMPREHENSIVE INCOME =153,701
P =421,840
P (P
=154,602) =249,827
P

TOTAL COMPREHENSIVE INCOME


ATTRIBUTABLE TO:
Equity holders of the Parent Company =153,164
P =420,925
P (P
=154,345) =248,790
P
Non-controlling interests 537 915 (257) 1,037

=153,701
P =421,840
P (P
=154,602) =249,827
P
MAX’S GROUP, INC.
Doing business under the name and styles of
Max’s Restaurant, Pancake House, Maple, Dencio’s, Singkit, Yellow Cab, Teriyaki Boy, Sizzlin’ Steak,
Max’s Corner Bakery, Max’s Group Kitchen, Max’s All About Chicken, and All About Chicken
AND SUBSIDIARIES
INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Amounts in Thousands)

Nine Months Ended


September 30 (Unaudited)
Note 2022 2021

CAPITAL STOCK 11
Balance at beginning and end of period =1,087,082
P =1,087,082
P

ADDITIONAL PAID-IN CAPITAL


Balance at beginning and end of period 5,353,289 5,353,289

RETAINED EARNINGS
Balance at beginning of period 1,081,072 630,966
Net income 426,410 233,468
Balance at end of period 1,507,482 864,434

OTHER COMPREHENSIVE LOSS


Item to be reclassified to profit or loss - Cumulative translation
adjustments
Balance at beginning of period (3,023) (17,864)
Exchange differences on translation of foreign operations (5,485) 15,322
Balance at end of period (8,508) (2,542)

Item not to be reclassified to profit or loss -


Remeasurement adjustments on net retirement liabilities and
plan assets, net of deferred income tax
Balance at beginning and end of period, net of deferred tax (393,807) (611,803)
(402,315) (614,345)

TREASURY STOCK
Balance at beginning and end of period (495,249) (495,249)
7,050,289 6,195,211

SHARES HELD BY SUBSIDIARIES - at cost 11


Balance at beginning and end of period (2,122,928) (2,122,928)

NON-CONTROLLING INTERESTS
Balance at beginning of period (56,119) (56,997)
Total comprehensive income 915 1,037
Balance at end of period (55,204) (55,960)

=4,872,157
P =4,016,323
P

See accompanying Notes to Interim Condensed Consolidated Financial Statements


MAX’S GROUP, INC.
Doing business under the name and styles of
Max’s Restaurant, Pancake House, Maple, Dencio’s, Singkit, Yellow Cab, Teriyaki Boy, Sizzlin’ Steak,
Max’s Corner Bakery, Max’s Group Kitchen, Max’s All About Chicken, and All About Chicken
AND SUBSIDIARIES
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Thousands)

Nine Months Ended


September 30 (Unaudited)
Note 2022 2021

CASH FLOWS FROM OPERATING ACTIVITIES


Income before income tax =573,643
P =333,235
P
Adjustments for:
Depreciation and amortization 16 691,216 701,669
Finance costs – loans payable and long term debt 10 142,501 110,044
Finance costs – lease liabilities 9 61,984 82,592
Interest income (395) (313)
Loss (gain) on disposal/retirement of assets 4,882 (482,442)
Operating income before working capital changes petal
changes 1,473,831 744,785
Decrease (increase) in:
Trade and other receivables 271,409 73,579
Inventories (105,276) 61,472
Prepaid expenses and other current assets 80,906 11,401
Net retirement assets 44,545 (8,915)
Increase (decrease) in trade and other payables (616,816) (157,839)
Net cash generated from operations 1,148,599 724,483
Income tax paid (182,105) (10,906)
Interest paid (142,500) (110,044)
Interest received 395 313
Net cash generated from operating activities 824,389 603,846

CASH FLOWS FROM INVESTING ACTIVITIES


Proceeds from disposal of subsidiary and PPE 198,064 140,705
Acquisitions of :
Property, plant and equipment (99,917) (354,187)
Intangible assets (8,173) (8,759)
Decrease (increase) in:
Other noncurrent assets 25,281 7,561
Security, utility and other deposits (22,858) (976)
Net cash provided by (used in) investing activities 92,397 (215,656)
Nine Months Ended Sept 30 (Unaudited)
Note 2022 2021

CASH FLOWS FROM FINANCING ACTIVITIES


Net proceeds (payment) of loans =2,219
P (P=49,501)
Decrease in lease liabilities (456,201) (473,303)
Net cash used in financing activities (453,982) (522,804)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 462,804 (134,614)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,080,557 882,343

CASH AND CASH EQUIVALENTS AT END OF PERIOD =1,543,361


P =747,729
P
See accompanying Notes to Interim Condensed Consolidated Financial Statements.

2022 2021
NONCASH FINANCIAL INFORMATION (Unaudited) (Unaudited)
Impact of PFRS 16, Leases
Right-of-use assets =P1,086,228 =1,437,905
P
Lease liabilities 1,203,055 1,555,862
Depreciation and amortization 388,669 402,057
Interest expense 61,984 82,592
-2-

MAX’S GROUP, INC.


Doing business under the name and styles of
Max’s Restaurant, Pancake House, Maple, Dencio’s, Singkit, Yellow Cab, Teriyaki Boy, Sizzlin’ Steak,
Max’s Corner Bakery, Max’s Group Kitchen, Max’s All About Chicken, and All About Chicken
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in Thousands Except as Otherwise Stated)

1. Corporate Information

MAX’S GROUP, INC. Doing business under the name and styles of Max’s Restaurant, Pancake House,
Maple, Dencio’s, Singkit, Yellow Cab, Teriyaki Boy, Sizzlin’ Steak, Max’s Corner Bakery, Max’s Group
Kitchen, Max’s All About Chicken, and All About Chicken (the Parent Company) was incorporated in the
Philippines and registered with the Securities and Exchange Commission (SEC) on March 1, 2000. The
Parent Company’s shares are publicly traded in the Philippine Stock Exchange (PSE). The Parent
Company and its subsidiaries (collectively referred to as “the Group”) are primarily engaged in the
business of catering food and establishing, operating and maintaining restaurants, coffee shops,
refreshments parlors and cocktail lounges.

The Parent Company’s primary purpose also includes dealing in the business of acquiring and developing
any and all trade names, brand names and master franchises, including other intellectual property rights
necessary to commence and operate the relevant business enterprises, as well as to grant the use of
such trade names, brand names and master franchises for and in consideration of the payment of fees
and royalties, and in connection therewith, establish management services for the expansion of the
business enterprises.

The Group operates under the trade names “Max’s or Max’s Restaurant”, “Pancake House”, “Yellow
Cab”, “Krispy Kreme”, “Jamba Juice”, “Max’s Corner Bakeshop”, “Dencio’s”, “Max’s Kabisera”, “Teriyaki
Boy”, “Singkit”, “Sizzlin’ Steak”, “Le Coeur de France”, and “Maple”.

The Parent Company’s registered address is located at 3/F KDC Plaza, 2212 Chino Roces Avenue, Makati
City, Metro Manila.

Impact of the Coronavirus (COVID-19) Pandemic


The Group’s revenues continuous to recover as compared to 2020 and 2021 with the improvements in
vaccinations rates as early as 2021 with the first tranche of vaccinations in 2021 and booster shots
introduced in 2022. This is backed up by the Group’s strong box economics which translates to positive
operating results and margins.

The Group’s revenues continuous to recover in 2022 with the more relaxed dine-in restrictions from the
first half of the year and as backed up robust vaccination rollouts enabling a boost in revenues. The
uptick in topline together with the Group’s strategic pivots translating to stronger box economics served
as a platform of MGI’s recovery and business transformation resulting in positive operating results and
margins.

As part of the business recovery plan at the start of the pandemic, business fundamentals were
remastered and strategies were executed to stabilize the Group’s financial position and built platforms
for future growth.
-3-

The Management’s initiatives were geared to strategic initiatives to address changing market and
consumer behavior vis-à-vis business requirements. These strategies lead to, among others, enhancing
business operations adaptive to the new normal, identified efficiencies relevant to business conditions
and creating new sources of wealth through new businesses and capitalizing on its operating assets for
recovery and growth. Likewise, restructuring activities were initiated in 2020 during the first year of
the pandemic.

MGI’s Core brands, Max’s, Pancake House, Yellow Cab and Krispy Kreme, continue to drive the demand
and increase in sales. With each brand having its unique profile, the Group is in a good position to have
a better reach across market segments.

The Group has also expanded to adjacent industries with the commissioning of its new manufacturing
facility by entering into manufacturing and business-to-business (B2B) retail streams. The new facility
ensures steady supply as demand is expected to grow as the market picks up.

Recent Global and Economic Conditions


The impact of the changes in the Philippine economy given the headwinds in terms of commodities,
interest rate hikes and standing of the Philippine Pesos were assessed in terms of effect to business
operations.

Likewise, the economic situation of the United States of America as well as political situation in Europe
and trades in China have been assessed in terms of consumer demand in relation to supply and
procurement functions.

The Group has ensured and implemented strategies to mitigate risks of changing conditions that affect
the restaurant and food and beverage industry.

With all the strategic initiatives in place, management has considered the consequences of COVID-19
and other global and economic conditions.

2. Summary of Significant Accounting Policies

Basis of Preparation
The interim condensed consolidated financial statements of the Group for the nine (9) months ended
September 30, 2022 have been prepared in accordance with Philippine Accounting Standard (PAS) 34,
Interim Financial Reporting. Accordingly, the interim condensed consolidated financial statements do
not include all the information and disclosures required in the annual consolidated financial statements
in accordance with Philippine Financial Reporting Standards (PFRS), and should be read in conjunction
with the Group’s audited annual consolidated financial statements as at and for the year ended
December 31, 2021.

Measurement Bases
The interim condensed consolidated financial statements are presented in Philippine Peso, which is the
Group’s functional currency. All amounts are rounded to the nearest thousands except when otherwise
indicated.
-4-

The interim condensed consolidated financial statements of the Group have been prepared under the
historical cost basis. Historical cost is generally based on the fair value of the consideration given in
exchange for assets and the fair value of consideration received in exchange for incurring a liability.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. The fair value measurement is based
on the presumption that the transaction to sell the asset or transfer the liability takes place either:

 In the principal market for the asset or liability, or


 In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible to the Group.

The fair value of an asset or a liability is measured using the assumptions that market participants would
use when pricing the asset or liability, assuming that market participants act in their best economic
interest.

A fair value measurement of nonfinancial asset takes into account a market participant’s ability to
generate economic benefits by using the asset in its highest and best use or by selling it to another
market participant that would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient
data are available to measure fair value, maximizing the use of relevant observable inputs and
minimizing the use of not observable inputs.

All assets and liabilities for which fair value is measured or disclosed in the interim condensed
consolidated financial statements are categorized within the fair value hierarchy, described as follows,
based on the lowest level input that is significant to the fair value measurement as a whole:

 Level 1 - Quoted (unadjusted) market prices in active market for identical assets or liabilities

 Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value
measurement is directly or indirectly observable; and

 Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value
measurement is not observable.

For assets and liabilities that are recognized in the interim condensed consolidated financial statements
on a recurring basis, the Group determines whether transfers have occurred between levels in the
hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair
value measurement as a whole) at the end of each reporting date.

For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on
the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value
hierarchy as explained above.
-5-

Adoption of Amended PFRS


The accounting policies adopted are consistent with those of the previous financial year, except for the
adoption of the following amended PFRS which the Group adopted effective for annual periods
beginning on or after January 1, 2022:

 Amendments to PFRS 3, Reference to Conceptual Framework -The amendments will replace the
reference of PFRS 3 from the 1989 Framework to the current 2018 Conceptual Framework. The
amendments include an exception that specifies that, for some types of liabilities and contingent
liabilities, an entity applying PFRS 3 should refer to PAS 37, Provisions, Contingent Liabilities and
Contingent Assets, or IFRIC 21, Levies, instead of the Conceptual Framework. The requirement will
ensure that the liabilities recognized in a business combination will remain the same as those
recognized applying the current requirements in PFRS 3. The amendments also clarified that an
acquirer shall not recognize contingent assets acquired in a business combination. The amendments
should be applied prospectively.

 Amendments to PAS 16, Property, Plant and Equipment - Proceeds Before Intended Use-
The amendments prohibit deducting from the cost of property, plant and equipment any proceeds
from selling items produced while bringing that asset to the location and condition necessary for its
intended use. Instead, the proceeds and related costs from such items shall be recognized in profit
or loss. The amendments must be applied retrospectively to items of property, plant and equipment
made available for use on or after the beginning of the earliest period presented when an entity first
applied the amendments.

 Amendments to PAS 37, Onerous Contracts - Cost of Fulfilling a Contract -The amendments clarify
that for the purpose of assessing whether a contract is onerous, the cost of fulfilling a contract
comprises both the incremental costs of fulfilling that contract and an allocation of costs directly
related to contract activities. The amendments apply to contracts existing at the date when the
amendments are first applied. At the date of initial application, the cumulative effect of applying
the amendments is recognized as an opening balance adjustment to retained earnings or other
component of equity, as applicable. Accordingly, the comparatives are not restated. Earlier
application is permitted.

Under prevailing circumstances, the adoption of the foregoing amended PFRS is not expected to have
any material effect on the interim condensed consolidated financial statements of the Group. Additional
disclosures will be included in the financial statements, as applicable.

Basis of Consolidation
The interim condensed consolidated financial statements of the Group comprise the financial
statements of the Parent Company and its subsidiaries. Control is achieved when the Parent Company
is exposed, or has rights, to variable returns from its involvement with the investee and has the ability
to affect those returns through its power over the investee. Specifically, the Parent Company controls
an investee if and only if the Parent Company has:

 Power over the investee (i.e. existing rights that give it the current ability to direct the relevant
activities of the investee);
 Exposure, or rights, to variable returns from its involvement with the investee; and
 The ability to use its power over the investee to affect its returns.
-6-

When the Parent Company has less than majority of the voting or similar rights of an investee, the Parent
Company considers all relevant facts and circumstances in assessing whether it has power over an
investee, including:

 The contractual arrangement with the other vote holders of the investee;
 Rights arising from other contractual arrangement; and
 The Parent Company’s voting rights and potential voting rights.

The Parent Company re-assesses whether or not it controls an investee if facts and circumstances
indicate that there are changes to one or more of the three elements of control. Consolidation of a
subsidiary begins when the Parent Company obtains control over the subsidiary and ceases when the
Parent Company loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary
acquired or disposed of during the year are included in the interim consolidated statements of income
from the date the Parent Company gains control until the date the Parent Company ceases to control
the subsidiary.

Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity
holders of the Parent Company and to the non-controlling interests, even if this results in the non-
controlling interests having a deficit balance.

Non-controlling interests represent the portion of net results and net assets not held by the Parent
Company. These are presented in the interim consolidated statements of financial position within
equity, apart from equity attributable to equity holders of the Parent Company and are separately
disclosed in the interim consolidated statements of income and interim consolidated statements of
comprehensive income. Non-controlling interests consist of the amount of those interests at the date
of original business combination and the non-controlling interests’ share on changes in equity since the
date of the business combination.

The financial statements of the subsidiaries are prepared for the same reporting year as the Parent
Company. Interim condensed consolidated financial statements are prepared using uniform accounting
policies for like transactions and other events in similar circumstances. Intercompany balances and
transactions, including intercompany profits and losses, are eliminated.

A change in the ownership interest of a subsidiary, without loss of control, is accounted for as an equity
transaction. If the Parent Company loses control over a subsidiary, it:

 Derecognizes the assets (including goodwill) and liabilities of the subsidiary;


 Derecognizes the carrying amount of any non-controlling interests;
 Derecognizes the cumulative translation differences recorded in equity;
 Recognizes the fair value of the consideration received;
 Recognizes the fair value of any investment retained;
 Recognizes surplus or deficit in profit or loss; and
 Reclassifies the parent’s share of component previously recognized in OCI to profit or loss or
retained earnings, as appropriate, as would be required if the Parent Company had directly disposed
of the related assets or liabilities.
-7-

The assets and liabilities of foreign subsidiaries are translated into presentation currency of the Group
at the rate of exchange as at reporting date while the income and expense accounts are translated at
the weighted average exchange rates for the year. The resulting translation differences are included in
equity under the account “Cumulative translation adjustments”.

The interim condensed consolidated financial statements include the accounts of the Parent Company
and the following subsidiaries as at and for the nine months ended September 30, 2022 and as at and
for the years ended December 31, 2021 and 2020:

Percentage of
Nature of Effective Ownership
Company Name Business 2022 2021 2020
Max’s Kitchen, Inc. (MKI) Restaurant 100 100 100
The Real American Doughnut Company, Inc. [c] Bakery 100 100 100
No Bia, Inc. Commissary 100 100 100
Max’s Bakeshop, Inc. Bakery 100 100 100
Ad Circles, Inc. Advertising Support 100 100 100
MGOC Holdings, Inc. [d] Investment Holding – – 100
Trota Gimenez Realty Corporation Real Estate 100 100 100
Alpha (Global) Max Group Limited (Alpha Max) Franchising 100 100 100
eMax’s LLC (eMax) Franchising 100 100 100
Global Max Services Pte. Ltd. (Global Max) Management
Consultancy 100 100 100
YCPC Subic, Inc. (formerly DFSI Subic, Inc.) Restaurant 100 100 100
Always Happy BGC, Inc. [b] Restaurant 100 100 100
PCK-LFI, Inc. Restaurant 100 100 100
PCK-Boracay, Inc. [b] Restaurant 100 100 100
PCK Polo, Inc. [b] Restaurant 70 70 70
PCK-Palawan, Inc. [b] Restaurant 60 60 60
DFSI One-Nakpil, Inc. Restaurant 60 60 60
[b]
PCK-AMC, Inc. Restaurant 60 60 60
PCK-Estancia, Inc. Restaurant 60 60 60
PCK-MTB, Inc. Restaurant 60 60 60
PCK Bel-Air, Inc. [b] Restaurant 51 51 51
PCK-MSC, Inc.[a] Restaurant 50 50 50
Pancake House International, Inc. (PHII) Holding Company 100 100 100
Teriyaki Boy International - Inc. (TBII) Franchising 100 100 100
Yellow Cab Food Co. International - Inc.
(YCII) Franchising 100 100 100
Pancake House, International
Malaysia SdnBhd (PHIM) Restaurant 100 100 100
Pancake House Ventures, Inc. (PHVI)[b] Holding Company 100 100 100
Pancake House Products, Inc. [b] Holding Company 100 100 100
Golden B.E.R.R.D. Grill, Inc. [b] Restaurant 100 100 100
Teriyaki Boy Group, Inc. (TBG] Restaurant 100 100 100
[b]
TBGI-Trinoma, Inc. Restaurant 60 60 60
TBGI-Marilao, Inc. [b] Restaurant 51 51 51
TBOY-MS, Inc.[a] Restaurant 50 50 50
TBGI-Tagaytay, Inc. [a] [b] Restaurant 40 40 40
YCPI Pizza Venture, Inc. [b] Restaurant 55 55 55
M Food Concepts, Inc. (M Food) Holding Company 100 100 100
-8-

Percentage of
Nature of Effective Ownership
Company Name Business 2022 2021 2020
Sizzlin’ Steak, Inc. Restaurant 100 100 100
Boulangerie Francaise, Inc. (BFI) [b Restaurant 100 100 100
88 Just Asian, Inc. (88JAI) [b] Restaurant 80 80 80
CRP Philippines, Inc.[a] [b] Restaurant 50 50 50
[a]Although the Parent Company owns 50% or less of the voting power of these entities, it is able to govern the financial and operating policies
of the companies by virtue of agreements with the other investors of such entities. Consequently, the Parent Company considered these
entities as subsidiaries.
[b]Companies that are dormant or have not yet started operations as at September 30, 2022 and December 31, 2021.
[c]On July 16, 2018, the Plan of Merger of Fresh Healthy Juice Boosters, Inc. (FHJBI) and TRADCI was approved by the SEC, with TRADCI as the
surviving entity and FHJBI as the absorbed entity.
[d]In December 2020, the Parent Company sold its shares in MGOC for P640.0 million, subject to certain conditions to recognize the sale.

All of the subsidiaries are incorporated and operating in the Philippines, except for the following entities:

 PHII, TBII and YCII which are incorporated in British Virgin Islands;
 PHIM, a company incorporated and operating in Malaysia;
 M Food, SSI and eMax, which are incorporated in U.S.;
 Alpha Max which is incorporated in Hongkong; and
 Global Max, a company incorporated in Singapore.

Business Combinations and Goodwill


Business combinations are accounted for using the acquisition method. The cost of an acquisition is
measured as the aggregate of the consideration transferred, measured at acquisition date fair value,
and the amount of any non-controlling interest in the acquiree. For each business combination, the
acquirer measures the non-controlling interest in the acquiree pertaining to instruments that represent
present ownership interests and entitle the holders to a proportionate share of the net assets in the
event of liquidation either at fair value or at the proportionate share of the acquiree’s identifiable net
assets. All other components of non-controlling interest are measured at fair value unless another
measurement basis is required by PFRS. Acquisition-related costs incurred are expensed and included in
general and administrative expenses.

When the Group acquires a business, it assesses the financial assets and liabilities assumed for
appropriate classification and designation in accordance with the contractual terms, economic
circumstances and pertinent conditions as at the acquisition date, including the separation of embedded
derivatives in host contracts by the acquiree, if any.

If the business combination is achieved in stages, any previously held interest is remeasured at its
acquisition date fair value and any resulting gain or loss is recognized in the interim consolidated
statements of income. It is then considered in the determination of goodwill.

Any contingent consideration to be transferred by the acquirer will be recognized at fair value at the
acquisition date. Subsequent changes to the fair value of the contingent consideration which is deemed
to be an asset or liability will be recognized in accordance with PAS 39 either in the interim consolidated
statements of income or as a change to other comprehensive income. If the contingent consideration is
not within the scope of PAS 39, it is measured in accordance with appropriate PFRS. Contingent
consideration that is classified as equity is not remeasured until it is finally settled and accounted for
within equity.
-9-

If necessary information, such as fair value of assets and liabilities acquired, is not available by the end
of the reporting period in which the business combination occurs, provisional amounts are used for a
period not exceeding one year from the date of acquisition or the measurement period. During this
period, provisional amounts recognized for a business combination may be retrospectively adjusted if
relevant information has been obtained or becomes available.

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred
and the amount recognized for non-controlling interest, and any previous interest held, over the net fair
value of the identifiable assets acquired and liabilities assumed. If the fair value of the net assets
acquired is in excess of the aggregate consideration transferred, the Group reassesses whether it has
correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedure
used to measure the amounts to be recognized at the acquisition date. If the reassessment still results
in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then
gain is recognized in interim consolidated statements of income.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the
purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition
date, allocated to each of the Group’s CGU that are expected to benefit from the combination,
irrespective of whether other assets or liabilities of the acquiree are assigned to those units.

Where goodwill forms part of a CGU and part of the operation within CGU unit is disposed of, the
goodwill associated with the operation disposed of is included in the carrying amount of the operation
when determining the gain or loss on disposal of the operation. Goodwill disposed of in this
circumstance is measured based on the relative values of the operation disposed of and the portion of
the CGU retained.

If the Group reorganizes its reporting structure in a way that changes the composition of one or more
CGU to which goodwill has been allocated, the goodwill shall be reallocated to the units affected.

Common Control Business Combinations and Group Reorganizations


Where there are Group reorganizations and business combinations in which all the combining entities
within the Group are ultimately controlled by the same ultimate parent before and after the business
combination and the control is not transitory, the Group accounts for such group reorganizations and
business combinations similar to a pooling-of-interests method. The assets and liabilities of the acquired
entities and that of the company are reflected at their carrying values at the stand-alone financial
statements of the investee companies.

Under the pooling-of-interest method:

 The assets and liabilities of the combining entities are reflected at their carrying amounts;
 No adjustments are made to reflect fair values, or recognize any new assets or liabilities at the date
of the reorganization;
 No “new” goodwill is recognized as a result of the reorganization;
 The income statement in the year of reorganization reflects the results of the combining entities for
the full year, irrespective of when the reorganization took place.
-10-

Financial Assets and Liabilities


Date of Recognition. Financial assets and liabilities are recognized in the interim consolidated
statements of financial position when the Group becomes a party to those contractual provisions of a
financial instrument. In the case of a regular way purchase or sale of financial assets, recognition and
derecognition, as applicable, is done using settlement date accounting.

Initial Recognition. Financial instruments are recognized initially at fair value, which is the fair value of
the consideration given (in case of an asset) or received (in case of a liability). The initial measurement
of financial instruments, except for those designated at fair value through profit and loss (FVPL), includes
transaction cost.

“Day 1” Difference. Where the transaction in a non-active market is different from the fair value of other
observable current market transactions in the same instrument or based on a valuation technique
whose variables include only data from observable market, the Group recognizes the difference
between the transaction price and fair value (a “Day 1” difference) in profit or loss.
In cases where there is no observable data on inception, the Group deems the transaction price as the
best estimate of fair value and recognizes “Day 1” difference in profit or loss when the inputs become
observable or when the instrument is derecognized. For each transaction, the Group determines the
appropriate method of recognizing the “Day 1” difference.

Classification of Financial Instruments. The Group classifies its financial assets at initial recognition
under the following categories: (a) financial assets at amortized cost, (b) financial assets at fair value
through other comprehensive income (FVOCI) and, (c) financial assets at FVPL. The classification of a
financial instrument largely depends on the Group’s business model and its contractual cash flow
characteristics. Financial liabilities, on the other hand, are classified under the following categories: (a)
financial liabilities at amortized cost and (b) financial liabilities at FVPL.

As at September 30, 2022 and December 31, 2021, the Group does not have financial assets at FVOCI
and financial assets and liabilities at FVPL.

Financial Assets at Amortized Cost. A financial asset shall be measured at amortized cost if both of the
following conditions are met:

 the financial asset is held within a business model whose objective is to hold financial assets in order
to collect contractual cash flows; and

 the contractual terms of the financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding.

After initial recognition, financial assets at amortized cost are subsequently measured at amortized cost
using the effective interest method, less allowance for impairment, if any. Amortized cost is calculated
by taking into account any discount or premium on acquisition and fees that are an integral part of the
effective interest rate. Gains and losses are recognized in profit or loss when the financial assets are
derecognized and through amortization process. Financial assets at amortized cost are included under
current assets if realizability or collectability is within 12 months after the reporting period. Otherwise,
these are classified as noncurrent assets.
-11-

The Group’s cash and cash equivalents, trade and other receivables (excluding advances to officers and
employees settled through liquidation), security deposits on lease contracts, utilities and other deposits
and other noncurrent receivables (included under “Other noncurrent assets” account) are classified
under this category.

Financial Liabilities at Amortized Cost. Financial liabilities are categorized as financial liabilities at
amortized cost when the substance of the contractual arrangement results in the Group having an
obligation either to deliver cash or another financial asset to the holder, or to settle the obligation other
than by the exchange of a fixed amount of cash or another financial asset for a fixed number of its own
equity instruments.

These financial liabilities are initially recognized at fair value less any directly attributable transaction
costs. After initial recognition, these financial liabilities are subsequently measured at amortized cost
using the effective interest method. Amortized cost is calculated by taking into account any discount or
premium on the issue and fees that are an integral part of the effective interest rate. Gains and losses
are recognized in profit or loss when the liabilities are derecognized or through the amortization process.

This category includes trade and other payables (excluding statutory liabilities, contract liabilities and
gift certificates payable), lease liabilities, loans payable and long-term debt.

Reclassification
The Group reclassifies its financial assets when, and only when, it changes its business model for
managing those financial assets. The reclassification is applied prospectively from the first day of the
first reporting period following the change in the business model (reclassification date).

For a financial asset reclassified out of the financial assets at amortized cost category to financial assets
at FVPL, any gain or loss arising from the difference between the previous amortized cost of the financial
asset and fair value is recognized in profit or loss.

For a financial asset reclassified out of the financial assets at amortized cost category to financial assets
at FVOCI, any gain or loss arising from a difference between the previous amortized cost of the financial
asset and fair value is recognized in OCI.

Impairment of Financial Assets at Amortized Cost


The Group recognizes an allowance for expected credit loss (ECL) for financial assets carried at amortized
cost. ECL is based on the difference between the contractual cash flows due in accordance with the
contract and all the cash flows that the Group expects to receive. The difference is then discounted at
an approximation to the asset’s original effective interest rate.

For trade receivables, the Group has applied the simplified approach in measuring ECL. Simplified
approach requires that ECL should always be based on the lifetime ECL. The Group has established a
provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors
specific to the debtors and the economic environment and an assessment of both the current as well as
the forecast direction of conditions at the reporting date, including time value of money where
appropriate.

For other financial assets at amortized cost which mainly comprise cash and cash equivalents, security
deposits on lease contracts, utilities and other deposits, and other noncurrent receivables, the Group
applied the general approach in measuring the ECL. The ECL is based on the 12-month ECL, which
pertains to the portion of lifetime ECL resulting from default events of a financial instrument that are
-12-

possible within 12 months after the reporting date. However, when there is a significant increase in
credit risk from the initial recognition, the allowance is based on the lifetime ECL.

The Group considers the financial capacity of the counterparties to pay the obligations as they fall due.

Derecognition of Financial Assets and Liabilities


Financial Assets. A financial asset (or where applicable, a part of a financial asset or part of a group of
similar financial assets) is derecognized when:

 the right to receive cash flows from the asset has expired;

 the Group retains the right to receive cash flows from the financial asset, but has assumed an
obligation to pay them in full without material delay to a third party under a “pass-through”
arrangement; or

 the Group has transferred its right to receive cash flows from the financial asset and either
(a) has transferred substantially all the risks and rewards of the asset, or (b) has neither transferred
nor retained substantially all the risks and rewards of the asset, but has transferred control of the
asset.

When the Group has transferred its right to receive cash flows from a financial asset or has entered into
a pass-through arrangement, and has neither transferred nor retained substantially all the risks and
rewards of ownership of the financial asset nor transferred control of the financial asset,
the financial asset is recognized to the extent of the Group’s continuing involvement in the financial
asset. Continuing involvement that takes the form of a guarantee over the transferred financial asset is
measured at the lower of the original carrying amount of the financial asset and the maximum amount
of consideration that the Group could be required to repay.

Financial Liabilities. A financial liability is derecognized when the obligation under the liability is
discharged, cancelled or has expired. When an existing financial liability is replaced by another from the
same lender on substantially different terms, or the terms of an existing liability are substantially
modified, such an exchange or modification is treated as a derecognition of the original liability and the
recognition of a new liability, and the difference in the respective carrying amounts is recognized in the
interim consolidated statements of income.

Classification of Financial Instrument between Liability and Equity


A financial instrument is classified as liability if it provides for a contractual obligation to:

● Deliver cash or another financial asset to another entity;

● Exchange financial assets or financial liabilities with another entity under conditions that are
potentially unfavorable to the Group; or

● Satisfy the obligation other than by the exchange of a fixed amount of cash or another financial
asset for a fixed number of own equity shares.

If the Group does not have an unconditional right to avoid delivering cash or another financial asset to
settle its contractual obligation, the obligation meets the definition of a financial liability.
-13-

Inventories
Inventories consist of food, beverage and processed inventories, and store and kitchen supplies and
equipment. Inventories are valued at the lower of cost and net realizable value (NRV).
Cost is determined using the weighted average method. Cost of processed inventories include direct
materials, labor and proportional manufacturing overhead cost based on normal capacity.

NRV of food, beverage and processed inventories is the estimated selling price in the ordinary course of
business less the estimated costs to complete and estimated costs necessary to make the sale. NRV of
store and kitchen supplies and equipment is the current replacement cost. In determining NRV, the
Group considers any adjustment necessary for spoilage, breakage and obsolescence.

Other Current Assets


Prepaid expenses and other current assets mainly include creditable withholding taxes (CWTs), advances
to suppliers, input value-added tax (VAT) and prepayments.

CWTs. CWTs represent the amount withheld by the Group’s customers in relation to its restaurant and
commissary sales. These are recognized upon collection of the related sales and are utilized as tax
credits against income tax due as allowed by the Philippine taxation laws and regulations.

Advances to Suppliers. Advances to suppliers represent advance payments on goods or services to be


purchased in connection with the Group’s operations. These are charged as an expense in the
consolidated statements of income upon actual receipt of goods or services, which is normally within
twelve months or within the normal operating cycle.

Prepayments. Prepayments are carried at cost and are amortized on a straight-line basis over the period
of expected usage, which is equal to or less than twelve months or within the normal operating cycle.
Prepayments that are expected to be realized for no more than 12 months after the reporting period
are classified as current asset. Otherwise, these are classified as noncurrent assets.

Input VAT. Input VAT represents tax imposed on the Group by its suppliers and contractors for the
purchase of goods and services, as required under Philippine taxation laws and regulations.
The portion of input VAT that will be used to offset the Group’s current VAT liabilities is presented as a
current asset in the interim consolidated statements of financial position.

Deferred Input VAT. In accordance with the Revenue Regulations No. 16-2005, input VAT on purchases
or imports of the Group of capital goods (depreciable assets for income tax purposes) with an aggregate
acquisition cost (exclusive of input VAT) in each of the calendar months exceeding
=1.0 million are claimed as credit against output VAT over 60 months or the estimated useful lives of
P
capital goods, whichever is shorter.

Property, Plant and Equipment


Property, plant and equipment, except land, is stated at cost less accumulated depreciation,
amortization and impairment in value, if any. Land is stated at cost less any impairment in value.

The initial cost of property, plant and equipment comprises its purchase price, including import duties,
non-refundable purchase taxes and any directly attributable costs of bringing the asset to its working
condition and location for its intended use. Expenditures incurred after the property, plant and
equipment have been put into operation, such as repairs and maintenance, are normally charged to
operations in the year the costs are incurred. In situations where it can be clearly demonstrated that the
expenditures have resulted in an increase in the future economic benefits expected to be obtained from
-14-

the use of an item of property, plant and equipment beyond its originally assessed standard of
performance, the expenditures are capitalized as additional costs of property, plant and equipment.

Each part of an item of property, plant and equipment with cost that is significant in relation to the total
cost of the item is depreciated and amortized separately.

Depreciation and amortization are calculated on a straight-line method over the following estimated
useful lives of the Property, plant and equipment:

Category Number of Years


Plant and building 10 to 35
Leasehold improvements 5 to 12 or lease term,
whichever is shorter
Store and kitchen equipment 5 to 12
Furniture, fixtures and office equipment 3 to 5
Transportation equipment 3 to 5

The estimated useful lives and depreciation and amortization method are reviewed periodically to
ensure that the periods and method of depreciation and amortization are consistent with the expected
pattern of economic benefits from items of property, plant and equipment.

When assets are retired or otherwise disposed of, the cost and the related accumulated depreciation
and amortization are removed from the accounts and any resulting gain or loss is recognized in the
interim consolidated statements of comprehensive income.

Fully-depreciated and amortized assets are retained as property, plant and equipment until these are
no longer in use.

Construction-in-progress is stated at cost. This includes cost of construction and other direct costs.
Construction-in-progress is not depreciated until such time as the relevant assets are completed and
available for use. These are reclassified to a specific category of property, plant and equipment when
the construction and other related activities necessary to prepare the assets for their intended use are
completed and the assets are available for use.

The carrying value of property, plant and equipment is reviewed for impairment when events or changes
in circumstances indicate that the carrying value may not be recoverable.

Intangible Assets
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible
assets acquired in a business combination is the fair value as at the date of acquisition.

Following initial recognition, intangibles are carried at cost less any accumulated amortization and any
accumulated impairment losses. Internally generated intangibles, excluding brand development costs,
are not capitalized and expenditures are reflected in the interim consolidated statements of
comprehensive income in the year the expenditure is incurred.

Trademarks and Franchise Fees. Trademarks and franchise fees are measured initially at cost. The cost
of trademarks and franchise fees acquired in business combinations is its fair value at the date of
acquisition. Following initial recognition, trademarks are carried at cost less accumulated amortization
and accumulated impairment losses, if any.
-15-

Trademarks with indefinite useful lives are not amortized but are tested for impairment annually either
individually or at the cash generating unit level. The useful life of an intangible asset is assessed as
indefinite if it is expected to contribute net cash inflows indefinitely and is reviewed annually to
determine whether the indefinite life assessment continues to be supportable. If not, the change in the
useful life assessment from indefinite to finite is made on a prospective basis.
The Max’s, eMax and Max’s Corner Bakery trademarks are determined to have indefinite useful lives
because considering all of the relevant factors, there is no foreseeable limit to the period over which the
asset is expected to generate cash inflows for the Group.

Other trademarks or franchise fees with finite useful life are amortized over 30 years or term of the
trademark, whichever is shorter, using the straight-line method. The useful life and amortization
method for trademarks are reviewed at least at each reporting date. A change in the expected useful
life or the expected pattern of consumption of future economic benefits embodied in the trademarks
and franchise fees are accounted for by changing the useful life and amortization method, as
appropriate, and treated as a change in accounting estimates. The amortization expense on trademarks
and franchise fees is recognized in the interim consolidated statements of income under the general and
administrative expense category consistent with its function.

Software License. Software license is measured initially at cost which is the amount of the purchase
consideration. Following initial recognition, software license is carried at cost less accumulated
amortization and any accumulated impairment losses. The Group’s software license has a term of five
years and is amortized over such period using the straight-line method. The useful life and amortization
method for software license are reviewed at least at each reporting date. A change in the expected
useful life or the expected pattern of consumption of future economic benefits embodied in the
software is accounted for by changing the useful life and amortization method, as appropriate, and
treated as a change in accounting estimates. The amortization expense on software is recognized in the
interim consolidated statements of income under general and administrative expense category
consistent with its function.

Brand Development Costs. Brand development costs pertain to capitalized expenditures incurred for
the development of methods and materials for use in the operation of the Group. Brand development
costs are measured on initial recognition at cost. Following initial recognition, brand development costs
are carried at cost less accumulated amortization and accumulated impairment losses, if
any. Amortization is recognized upon opening of new stores. During the period of development, the
asset is tested for impairment annually. The amortization expense on brand development costs is
recognized in the interim consolidated statements of income under the general and administrative
expense category consistent with its function.

Impairment of Nonfinancial Assets


The Group assesses at each reporting date whether there is an indication that nonfinancial assets may
be impaired. If any such indication exists, or when annual impairment testing for an asset is required,
the Group estimates the recoverable amount of these nonfinancial assets. An asset’s recoverable
amount is the higher of an asset’s or CGU’s fair value less costs of disposal and its value in use and is
determined for an individual asset, unless the asset does not generate cash inflows that are largely
independent of those from other assets or groups of assets. Where the carrying amount of an asset or
CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its
recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their
present value using a discount rate that reflects current market assessments of the time value of money
and the risks specific to the asset. In determining fair value less costs of disposal, an appropriate
-16-

valuation model is used. Impairment losses are recognized in the interim consolidated statements of
income.

An assessment is made for nonfinancial assets at each reporting date to determine whether there is any
indication that previously recognized impairment losses may no longer exist or may have decreased. If
such indication exists, the Group makes an estimate of recoverable amount. Any previously recognized
impairment loss is reversed only if there has been a change in the estimates used to determine the
asset’s recoverable amount since the last impairment loss was recognized. If that is the case, the
carrying amount of the asset is increased to its recoverable amount. That increased amount cannot
exceed the carrying amount that would have been determined, net of depreciation and amortization,
had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in the
interim consolidated statements of income.

Trademarks with Indefinite Useful Lives and Goodwill. Trademarks with indefinite useful lives and
goodwill are tested for impairment annually and when circumstances indicate that the carrying amount
may be impaired.

Impairment is determined for trademarks with indefinite useful lives and goodwill by assessing the
recoverable amount of each CGU, to which they relate. When the recoverable amount of the CGU is
less than its carrying amount, an impairment loss is recognized. Impairment losses relating to
trademarks with indefinite useful lives and goodwill cannot be reversed in future periods.

Capital Stock and Additional Paid-in Capital


Capital stock represents the par value of the shares issued. Additional paid-in capital represents the
excess of the investors’ total contribution over the stated par value of shares. Incremental costs directly
attributable to the issue of new capital stock are shown in equity as a deduction, net of tax, from the
additional paid-in capital, if any.

Treasury Stock
Treasury stock represents the cost of the Group’s own shares that it has reacquired.

Retained Earnings
Retained earnings represent the cumulative balance of the Group’s results of operations, dividend
distributions and other capital adjustments. Dividends are recognized as liabilities and deducted from
equity when they are declared. Dividends for the year that are approved after the reporting date are
dealt with as an event after the reporting date. Retained earnings may also include effect of changes in
accounting policy as may be required by the transitional provisions of new and amended standards.

Other Comprehensive Income (Loss)


Other comprehensive income (loss) comprises items of income and expenses that are not recognized in
the interim consolidated statements of income for the period. This includes cumulative translation
adjustment and remeasurement adjustments on net retirement liability and plan assets, net of deferred
income tax.
-17-

Shares Held by Subsidiaries


Shares of the Parent Company held by subsidiaries are carried at cost and are deducted from equity. No
gain or loss is recognized on the purchase, sale, issue or cancellation of the Parent Company’s own equity
instruments. When the shares are retired, the capital stock account is reduced by its par value and the
excess of cost over par value upon retirement is debited to additional paid-in capital to the extent of the
specific or average additional paid-in capital when the shares were issued and to retained earnings for
the remaining balance.

Revenue Recognition
Revenue from contract with customers is recognized when the performance obligation in the contract
has been satisfied, either at a point in time or over time, and when the control of goods or services are
transferred to the customer at an amount that reflects the consideration to which the Group is entitled
in exchange for said goods and services.

The Group also assesses its revenue arrangements to determine if it is acting as a principal or as an
agent. The Group has assessed that it acts as a principal in all of its revenue source.

The following specific recognition criteria must also be met before revenue is recognized.

Restaurant Sales. Revenue is recognized when the control is transferred to the customer, normally when
the related orders are served or delivered.

Commissary Sales. Revenue is recognized when the control is transferred to the customer, normally,
upon delivery of goods.

Initial Franchise Fees. Revenue is recognized upon the delivery to the franchisee of information and
materials pertaining to the restaurant system being franchised. The franchisee is granted the right to
use fully such information and materials at the time of the inception of the franchise agreement for the
purpose of planning its investment in the franchised restaurant.

Based on the terms of the franchise agreements executed prior to the initial application of PFRS 15, the
services that the Group provides in consideration of its receipt of initial franchise fees and renewal fees
from franchisees do not constitute performance obligations that are distinct and separable from the
grant of franchise rights. Thus, the revenues corresponding to the fees were amortized over the term
of the franchise agreements. PFRS 15 requires any unamortized portion of the fees received to be
presented in the interim consolidated statements financial position as a contract liability.

Unamortized portion of the franchise fees and the excess of cash received from franchisees over
satisfied performance obligation or for which obligation has not yet been performed are recorded as
“Contract liabilities” account in the interim consolidated statements of financial position. Contract
liabilities are reduced by the amounts of revenue recognized over the term of the franchise.

Initial Support Services. Revenue is recognized when the Group has performed substantially all the
services to be rendered by the Group before the opening of stores as specified in the agreement.
-18-

Royalty and Continuing License Fees. This pertains to continuing license fees. Revenue is recognized as
the royalty accrues based on certain percentages of the franchisee’s net sales during the term of the
franchise.

Marketing Support. Revenue is recognized upon performance or rendering of actual service, taking into
consideration contractually defined terms and conditions.

Rental Income. Rental income is recognized on a straight-line basis over the lease term.

Interest Income. Revenue is recognized as the interest accrues using the effective interest rate method.

Other Income. Other income is recognized when earned.

Cost and Expense Recognition


Costs and expenses are decreases in economic benefits during the accounting period in the form of
outflows or decrease of assets or incurrence of liabilities that result in decreases in equity, other than
those relating to distributions to equity participants.

Cost of Sales. Cost of sales mainly pertains to purchases of food and beverages, direct labor and
overhead directly attributable into the generation of sales. These are generally recognized when related
goods are sold.

Cost of Services. Cost of services is recognized as expense when the related services are rendered.

General and Administrative. General and administrative expenses represent cost of administering the
business and are recognized when the services are used or the expenses arise.

Sales and Marketing. Sales and marketing expenses, which represent advertising and other selling costs,
are generally expensed as incurred.

Finance Costs. Finance costs are recognized as the interest accrues using the effective interest rate
method.

Employee Benefits
Short-term Benefits. The Group recognizes a liability net of amounts already paid and an expense for
services rendered by employees during the accounting period. A liability is also recognized for the
amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a
present legal or constructive obligation to pay this amount as a result of past service provided by the
employee, and the obligation can be estimated reliably.

Short-term employee benefit liabilities are measured on an undiscounted basis and are expensed as the
related service is provided.

Retirement Benefits. The net defined benefit liability or asset is the aggregate of the present value of
the defined benefit obligation at the end of the reporting period reduced by the fair value of plan assets,
adjusted for any effect of limiting a net defined benefit asset to the asset ceiling. The asset ceiling is the
present value of any economic benefits available in the form of refunds from the plan or reductions in
future contributions to the plan.
-19-

The cost of providing benefits under the defined benefit plans is actuarially determined using the
projected unit credit method.

Defined benefit costs comprise the following:

● Service cost
● Net interest on the net defined benefit liability or asset
● Remeasurements of net defined benefit liability or asset

Service costs which include current service costs, past service costs and gains or losses on non-routine
settlements are recognized as expense in the interim consolidated statements of comprehensive
income. Past service costs are recognized when plan amendment or curtailment occurs. These amounts
are calculated periodically by independent qualified actuaries.

Net interest on the net defined benefit liability or asset is the change during the period in the net defined
benefit liability or asset that arises from the passage of time which is determined by applying the
discount rate based on government bonds to the net defined benefit liability or asset.

Net interest on the net defined benefit liability or asset is recognized as expense or income in the interim
consolidated statements of comprehensive income.

Remeasurements comprising actuarial gains and losses, return on plan assets and any change in the
effect of the asset ceiling (excluding net interest on defined benefit liability) are recognized immediately
in other comprehensive income in the period in which they arise. Remeasurements are not reclassified
to the consolidated statements of income in subsequent periods.

Plan assets are assets that are held by the long-term employee benefit fund. Plan assets are not available
to the creditors of the Group, nor can these be paid directly to the Group. Fair value of plan assets is
based on market price information. When no market price is available, the fair value of plan assets is
estimated by discounting expected future cash flows using a discount rate that reflects both the risk
associated with the plan assets and the maturity or expected disposal date of those assets (or, if they
have no maturity, the expected period until the settlement of the related obligations). If the fair value
of the plan assets is higher than the present value of the defined benefit obligation, the measurement
of the resulting defined benefit asset is limited to the present value of economic benefits available in
the form of refunds from the plan or reductions in future contributions to the plan.

The Group’s right to be reimbursed of some or all of the expenditure required to settle a defined benefit
obligation is recognized as a separate asset at fair value when and only when reimbursement is virtually
certain.

Leases
The Group assesses whether the contracts is, or contains, a lease. To assess whether a contract conveys
the right to control the use of an identified assets for a period of time, the Group assesses whether,
throughout the period of use, it has both of the following:

i. the right to obtain substantially all of the economic benefits from the use of the identified asset;
and

ii. the right to direct the use of the identified asset.


-20-

If the Group has the right to control the use of an identified asset for only a portion of the term of the
contract, the contract contains a lease for that portion of the term.

The Group as a Lessee. Leases are recognized as a ROU asset and a corresponding liability at the date at
which the leased asset is available for use by the Group, except for leases with terms of 12 months or
less (short-term leases) and leases for which the underlying asset is of low value. The related rent
expenses are recognized in profit or loss on as straight-line basis.

ROU Assets. At commencement date, the Group measures ROU assets at cost. The cost comprises:

i. the amount of the initial measurement of lease liabilities;


ii. any lease payments made at or before the commencement date less any lease incentives received;
iii. any initial direct costs; and
iv. an estimation of costs to be incurred by the Group in dismantling and removing the underlying asset,
when applicable.

The ROU assets are recognized at the present value of the liability at the commencement date of the
lease, adding any directly attributable costs. After the commencement date, the ROU assets are carried
at cost less any accumulated amortization and accumulated impairment losses, and adjusted for any
remeasurement of the related lease liabilities, except for lease modifications to rent concessions arising
as a direct consequence of the COVID-19 pandemic. The ROU assets are amortized over the shorter of
the lease terms including renewals or the useful lives of the underlying assets ranging from 5 to 15 years.

Lease Liabilities. At commencement date, the Group measures a lease liability at the present value of
future lease payments using the interest rate implicit in the lease, if that rate can be readily determined.
Otherwise, the Group uses its incremental borrowing rate.

Lease payments included in the measurement of a lease liability comprise the following:

i. fixed payments, including in-substance fixed payments;


ii. variable lease payments that depend on an index or a rate, initially measured using the index or rate
as at the commencement date;
iii. amounts expected to be payable by the lessee under residual value guarantees; and
iv. the exercise price under a purchase option that the Group is reasonably certain to exercise; lease
payments in an optional renewal period if the Group is reasonably certain to exercise an extension
option; and penalties for early termination of a lease unless the Group is reasonably certain not to
terminate early.

A lease liability is subsequently measured at amortized cost. Interest on the lease liability and any
variable lease payments not included in the measurement of lease liability are recognized in profit or
loss unless these are capitalized as costs of another asset. Variable lease payments not included in the
measurement of the lease liability, and payments for short-term leases and leases of low-value assets
are recognized in profit or loss when the event or condition that triggers those payments occurs.

If there is a change in the lease term or if there is a change in the assessment of an option to purchase
the underlying asset, the lease liability is remeasured using a revised discount rate considering the
revised lease payments on the basis of the revised lease term or reflecting the change in amounts
payable under the purchase option.
-21-

The Group as a Lessor. Leases where the Group retains substantially all the risks and benefits of
ownership of the asset are classified as operating leases. Initial direct costs incurred in negotiating an
operating lease are added to the carrying amount of the leased asset and recognized on a straight-line
basis over the lease term on the same basis as rental income. Contingent rents are recognized as revenue
in the period in which these are earned.

Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that
necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as
part of the cost of the respective assets. All other borrowing costs are expensed in the period these
occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the
borrowing of funds.

Income Taxes
Current Income Tax. Current income tax liabilities for the current and prior periods are measured at the
amount expected to be paid to the taxation authorities. The income tax rates used to compute the
amount are those that are enacted or substantively enacted at the reporting date.

Deferred Income Tax. Deferred income tax is provided on all temporary differences at the reporting
date between the tax bases of assets and liabilities and their carrying amounts for financial reporting
purposes.

Deferred income tax liabilities are recognized for all taxable temporary differences, except:

• where the deferred income tax liability arises from the initial recognition of goodwill or of an asset
or liability in a transaction that is not a business combination and, at the time of the transaction,
affects neither the accounting profit nor taxable profit or loss; and

• in respect of taxable temporary differences associated with investments in subsidiaries, where the
timing of the reversal of the temporary differences can be controlled and it is probable that the
temporary differences will not reverse in the foreseeable future.

Deferred income tax assets are recognized for all deductible temporary differences, carryforward of
unused tax credits from excess minimum corporate income tax (MCIT) over regular corporate income
tax (RCIT) and unused net operating loss carryover (NOLCO) to the extent that it is probable that taxable
profit will be available against which the deductible temporary differences and carryforward of unused
tax credits from excess MCIT and unused NOLCO can be utilized, except:

• where the deferred income tax asset relating to the deductible temporary difference arises from the
initial recognition of an asset or liability in a transaction that is not a business combination and, at
the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

• in respect of deductible temporary differences associated with investments in subsidiaries, deferred


income tax assets are recognized only to the extent that it is probable that the temporary differences
will reverse in the foreseeable future and taxable profit will be available against which the temporary
differences can be utilized.
-22-

The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to
the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part
of the deferred income tax assets to be utilized. Unrecognized deferred income tax assets are reassessed
at each reporting date and are recognized to the extent that it has become probable that future taxable
profit will allow the deferred income tax assets to be recovered.

Deferred income tax assets and liabilities are measured at the tax rate that is expected to apply to the
period when the asset is realized or the liability is settled, based on tax rates that have been enacted or
substantively enacted at the reporting date.

Deferred income tax assets and deferred income tax liabilities are offset, if a legally enforceable right
exists to set off current income tax assets against current income tax liabilities and the deferred income
taxes relate to the same taxable entity and the same taxation authority.

Earnings (Loss) Per Share Attributable to the Equity Holders of the Parent
Basic earnings (loss) per share is computed by dividing net income (loss) for the period attributable to
common shareholders by the weighted average number of common shares outstanding during the
period excluding shares held by subsidiaries, with retroactive adjustments for any stock dividends
declared and stock split.

Diluted earnings (loss) per share is calculated by adjusting the weighted average number of ordinary
shares outstanding to assume conversion of all dilutive potential ordinary shares.

Where the earnings (loss) per share effect of potential dilutive ordinary shares would be
anti-dilutive, basic and diluted earnings (loss) per share are stated at the same amount.

Operating Segments
The Group operates using its different trade names wherein operating results are regularly monitored
by the chief operating decision maker (CODM) for the purpose of making decisions about resource
allocation and performance assessment. The Chief Executive Officer of the Group has been identified
as the CODM. However, as permitted by PFRS 8, Operating Segments, the Group has aggregated these
segments into a single operating segment to which it derives its revenues and incurs expenses as these
segments have the same economic characteristics and are similar in the following respects:

a. the nature of products and services;


b. the nature of production processes;
c. the type or class of customer for the products and services; and
d. the methods used to distribute their products and services.

Related Parties
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other
party or exercise significant influence over the other party in making financial and operating decisions
or a member of the key management personnel of the reporting entity. Parties are also considered to
be related if they are subject to common control or common significant influence.

An entity is also considered as a related party if the entity is a post-employment benefit plan for the
benefit of employees of either the reporting entity or an entity related to the reporting entity. If the
reporting entity is itself such a plan, the sponsoring employers are also related to the reporting entity.
-23-

Related party transactions consist of transfers of resources, services or obligations between the Group
and its related parties. Transactions between related parties are accounted for at arm's length prices or
on terms similar to those offered to non‐related parties in an economically comparable market.

Related party transactions are considered material and/or significant if i) these transactions amount to
10% or higher of the Group’s total assets or, ii) there are several transactions or a series of transactions
over a 12‐month period with the same related party amounting to 10% or higher of the Group’s total
assets. Details of transactions entered into by the Group with related parties are reviewed in accordance
with the Group's related party transactions policy.

Provisions
Provisions, if any, are recognized when the Group has a present obligation (legal or constructive) as a
result of a past event, it is probable that an outflow of resources embodying economic benefits will be
required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If
the effect of the time value of money is material, provisions are determined by discounting the expected
future cash flows at a pretax rate that reflects current market assessment of the time value of money
and, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the
provision due to the passage of time is recognized as a finance cost.

Contingencies
Contingent liabilities are not recognized in the interim condensed consolidated financial statements.
They are disclosed in the notes to interim condensed consolidated financial statements unless the
possibility of an outflow of resources embodying economic benefits is remote. Contingent assets are
not recognized in the interim condensed consolidated financial statements but are disclosed when an
inflow of economic benefits is probable.

3. Significant Judgment, Accounting Estimates and Assumptions

The preparation of interim condensed consolidated financial statements require management to


exercise judgment, accounting estimates and assumptions that affect amounts reported therein and in
the related notes. The judgment and estimates used in the interim condensed consolidated financial
statements are based upon management’s evaluation of relevant facts and circumstances as of the date
of the interim consolidated financial statements. Actual results could differ from such estimates.

Judgment and estimates are continually evaluated and are based on historical experiences and other
factors, including expectations of future events that are believed to be reasonable under the
circumstances.

Assessing Impact of the Coronavirus (COVID-19) Pandemic. The Group has been, and continues to
respond to the changing market and business environment as an effect brought about by the COVID-19
pandemic. Judgment has been exercised in considering the impacts that the COVID-19 pandemic has
had, or may have, on the Group based on known information. This consideration extends to the nature
of the products and services offered, customers, supply chain, staffing and geographic regions in which
the Group operates. Management’s assessment on the impact of the COVID-19 pandemic as at and
subsequent to reporting date has been disclosed in Note 1.
-24-

The judgment, estimates and assumptions applied in the interim condensed consolidated financial
statements as at and for the period ended September 30, 2022 were the same as those applied in the
Group's annual consolidated financial statements as at and for the year ended December 31, 2021.

4. Partly-Owned Subsidiary, Acquisition of Non-Controlling Interests and Disposal of Subsidiaries

Partly-Owned Subsidiary
As at September 30, 2022 and December 31, 2021, there are 15 subsidiaries in the Group with non-
controlling interests. Related information is no longer disclosed due to immateriality.

Disposal of MGOC
In December 2020, the Parent Company entered into a share purchase agreement to sell its 100%
investment in shares of MGOC for P =640.0 million, subject to certain conditions to recognize the sale. In
2020, the Parent Company received cash as deposit amounting to P = 320.0 million and recorded
receivable amounting to P=320.0 million under “Receivable from sale of a subsidiary” account, presented
as part of “Trade and other receivables” account. Furthermore, the Parent Company recorded a liability
amounting to P=640.0 million recorded under “Deposits from sale of a subsidiary” as part of “Trade and
other payables” account as at December 31, 2020.

On March 9, 2021, the Parent Company completed the sale and recognized gain on sale amounting to
=315.8 million presented as part of “Gain on disposal of assets” account (see Note 15). The remaining
P
receivable from sale amounting to P =192.0 million was collected in February 2022 upon turnover of the
certificate authorizing registration of shares.

5. Operating Segment Information

For management purposes, the Group is organized into operating segments based on trade names.
However, due to the similarity in the economic characteristics, such segments have been aggregated
into a single operating segment for external reporting purposes.

Restaurant sales, commissary sales and franchise and royalty fees reflected in the interim consolidated
statement of income are mainly from external customers and franchisees within the Philippines, which
is the Group’s domicile and primary place of operations. Additionally, the Group’s noncurrent assets are
also primarily acquired, located and used within the Philippines.

Restaurant sales are attributable to revenues from the general public, which are generated through the
Group’s store outlets. Commissary sales comes from franchisees and institutional customers while
franchise and royalty fees are derived from various franchisees of the Group’s trade names.
Consequently, the Group has no concentrations of revenues from a single customer or franchisee for
the nine months ended September 30, 2022 and year ended December 31, 2021.

The Group’s international operations of the Max’s Restaurant, Pancake House, Yellow Cab, Teriyaki Boy,
and Sizzlin’ Steak through Alphamax and eMax are considered to be immaterial in relation to the interim
condensed consolidated financial statements. Total assets and revenues are 2.55% and 1.49% in 2022
and 2.04% and 1.75% in 2021 of the consolidated assets and revenues of the Group.
-25-

6. Property, Plant and Equipment

Movements in property, plant and equipment are as follows:

(In Thousands)
September 30,2022 (Unaudited)
Store and Furniture,
Plant and Leasehold Kitchen Fixtures and Transportation Construction
Land Building Improvements Equipment Equipment Equipment In-Progress Total
Cost
Balances at beginning of
period = 194,067
P = 1,462,757
P = 3,752,028
P = 1,985,285
P = 923,321
P = 212,795
P = 40,541
P = 8,570,794
P
Additions 6,455 35,761 25,646 11,269 1,510 19,276 99,917
Retirement/disposals (10,121) (25,401) (552) (69) (698) – (36,841)
Balances at end of period 194,067 1,459,091 3,762,388 2,010,379 934,521 213,607 59,817 8,633,870
Accumulated Depreciation
and Amortization
Balances at beginning
of period – 112,331 2,654,613 1,450,771 842,194 207,738 – 5,267,647
Depreciation and
amortization – 30,020 126,193 75,614 28,686 1,984 – 262,497
Retirement/disposals – (10,121) (14,484) (552) (69) (669) – (25,895)
Balances at end of period – 132,230 2,766,322 1,525,833 870,811 209,053 – 5,504,249
Net Carrying Amount = 194,067
P = 1,326,861
P = 996,066
P = 484,546
P = 63,710
P = 4,554
P = 59,817
P = 3,129,621
P

(In Thousands)
December 31, 2021 (Audited)
Store and Furniture,
Plant and Leasehold Kitchen Fixtures and Transportation Construction
Land Building Improvements Equipment Equipment Equipment In-Progress Total
Cost
Balances at beginning
of year =194,067
P 82,966 =3,908,871
P =1,904,659
P =978,402
P =220,012 =P1,292,803
P =8,581,780
P
Additions – 38,291 18,471 20,009 19,617 – 283,352 379,740
Retirement/disposals – – (276,717) (31,573) (75,219) (7,217) – (390,726)
Transfers – 1,341,500 101,403 92,190 521 – (1,535,614) –-
Balances at end of year 194,067 1,462,757 3,752,028 1,985,285 923,321 212,795 40,541 8,570,794
Accumulated Depreciation
and Amortization
Balances at beginning
of year – 82,545 2,749,252 1,374,294 867,944 210,726 – 5,284,761
Depreciation and
amortization – 29,786 172,658 102,646 49,126 4,206 – 358,422
Retirement/disposals – – (267,297) (26,169) (74,876) (7,194) – (375,536)
Balances at end of year – 112,331 2,654,613 1,450,771 842,194 207,738 – 5,267,647
Net Carrying Amount =194,067
P =1,350,426
P =P1,097,415 =534,514
P =81,127
P =5,057
P =40,541
P =P3,303,147

Construction-in-progress pertains to a commissary plant in Carmona, Cavite which was completed in


2021.

On November 14, 2019, No Bia entered into a long-term debt agreement for P=1,000.0 million with a
local bank to finance the construction of the commissary (see Note 10). Capitalized borrowing cost in
relation to this loan amounted to P
=54.6 million for the year ended December 31, 2021.

No impairment is recognized for the period ended September 30, 2022 and 2021.

Cost of fully depreciated property, plant and equipment still used in operations amounted to P
=3,764.1
million and P=3,588.9 million as at September 30, 2022 and December 31, 2021, respectively.
-26-

Total depreciation expense charged to profit and loss amounted to P=691.1 million and P
=701.7 million for
the period ended September 30, 2022 and 2021, respectively (see Note 16).

7. Intangible Assets

This account consists of:

(In Thousands)
As at
As at September 30, December31,2021
2022 (Unaudited) (Audited)
Trademarks =2,697,018
P =2,703,059
P
Goodwill 1,964,379 1,964,379
Franchise fees 70,620 86,368
Software license 90,832 98,990
Brand development costs 20,285 22,128
=4,843,134
P =4,874,924
P

Trademarks, Franchise Fees, Software License and Brand Development Costs


Movements of trademarks, franchise fees, software license and brand developments costs are as
follows:

(In Thousands)
September 30, 2022 (Unaudited)
Brand
Franchise Software Development
Note Trademarks Fees License Costs Total
Cost

Balances at beginning of period 2,925,074 = 229,063


P = 257,794
P = 24,587
P = 3,436,518
P
Additions 3,400 4,772 – 8,172
Balances at end of period 2,928,474 229,063 262,566 24,587 3,444,690
Accumulated Amortization
Balances at beginning of year 222,015 142,695 158,804 2,459 525,973
Amortization 16 9,441 15,748 12,930 1,843 39,962
Balances at end of period 231,456 158,443 171,734 4,302 565,935
Net Carrying Amount = 2,697,018
P = 70,620
P = 90,832
P = 20,285
P = 2,878,755
P

(In Thousands)
December 31, 2021 (Audited)
Brand
Franchise Software Development
Note Trademarks Fees License Costs Total
Cost
Balances at beginning of year =2,924,298
P =229,063
P =225,302
P =24,587
P =3,403,250
P
Additions 776 – 32,492 – 33,268
Balances at end of year 2,925,074 229,063 257,794 24,587 3,436,518
Accumulated Amortization
Balances at beginning of year 209,551 120,891 141,975 – 472,417
Amortization 12,464 21,804 16,829 2,459 53,556
Balances at end of year 222,015 142,695 158,804 2,459 525,973
Net Carrying Amount =2,703,059
P =86,368
P =98,990
P =22,128
P =2,910,545
P
-27-

Trademarks and franchise fees arising from business combination were adjusted to their corresponding
fair values as required by PFRS 3, Business Combinations. The fair values were determined using a
combination of valuation approaches such as the Multi-Period Excess Earnings Method (MPEEM) and
Relief from Royalty Method (RFR), which are both income approaches and measured at Level 3
(significant unobservable inputs).

Valuation using RFR


Revenues from franchise and royalty fees, which contribute to the total value of the Max’s trademark,
were subjected to the RFR method. The RFR method determines the value of the intangible asset as the
present value of the cost savings realized as a result of not having to pay a stream of royalty payments
to another party. These cost savings are calculated based on the hypothetical royalty payment that a
licensee would be required to pay in exchange for the use of the asset, reduced by the tax savings
realized by the licensee on the royalty payments.

Goodwill. Goodwill acquired through business combination has been attributed to the following brands
which are considered to be separate CGUs of the Group:

(In Thousands)
As at September 30, As at December 31,
2022 (Unaudited) 2021 (Audited)
Yellow Cab =708,785
P =708,785
P
Krispy Kreme* 743,665 743,665
Max’s* 255,909 255,909
MCB* 122,786 122,786
Global Max** 72,579 72,579
Pancake House 60,655 60,655
=1,964,379
P =1,964,379
P
*Goodwill from these CGUs resulted from the acquisition of the Max’s entities in 2014.
** Goodwill resulted from the acquisition of the Global Max in 2015.

As at September 30, 2022 and December 31, 2021, the recoverable amount of each CGU calculated
through value in use exceeded the carrying amount of the CGU including goodwill. Value in use was
derived using cash flow projections based on financial budgets approved by senior management
covering a five‐ year period. Cash flows beyond the five‐year period are extrapolated using a zero
percent growth rate. Discount rate applied to the cash flow projections in determining recoverable
amount is 7.30% in 2022 and 2021.

The calculations of value in use of goodwill are most sensitive to the following assumptions:

a. Discount rates - Discount rates were derived from the Group’s weighted average cost of capital and
reflect management’s estimate of risks within the CGUs. This is the benchmark used by the
management to assess operating performance and to evaluate future investment proposals. In
determining appropriate discount rates, regard has been given to various market information,
including, but not limited to, ten-year government bond yield, bank lending rates and market risk
premium and country risk premium.

b. Growth rate estimates - The long-term rate used to extrapolate the budget for the investee
companies excludes expansions and possible acquisitions in the future. Management also
recognizes the possibility of new entrants, which may have significant impact on existing growth
rate assumptions. Management however, believes that new entrants will not have a significant
adverse impact on the forecast included in the budget.
-28-

Sensitivity Analysis. Generally, an increase (decrease) in the incremental after-tax cash flows will result
in an increase (decrease) in the fair value of intangible assets. An increase (decrease) in discount rate
will result in a decrease (increase) in the fair value of intangible assets.

8. Trade and Other Payables

This account consists of:


(In Thousands)
As at September 30, As at December 31,
2022 (Unaudited) 2021 (Audited)
Trade =279,501
P =751,181
P
Nontrade 250,030 481,350
Accrued expenses
Rent and other accruals 318,541 259,190
Service and professional fees 247,233 147,919
Payroll and employee benefits 186,503 141,598
Utilities 156,127 158,601
Inventories and supplies 127,632 128,637
Advertising and marketing 124,652 126,289
Freight and trucking 110,806 88,839
Repairs and maintenance 62,827 54,178
Deposits 147,275 142,128
Statutory liabilities 127,895 178,274
Contract retention 51,008 50,007
Construction cost 33,990 140,470
Gift certificates payable 30,632 33,436
Current portion of contract liabilities 8,922 9,631
Others 173,670 154,651
=2,437,244
P =3,046,379
P

Trade payables are noninterest-bearing and generally on 30 to 60-day term.

Nontrade payables mainly pertain to the unpaid billings from contractors for the construction of new
stores and for various renovation activities on existing stores and unpaid billing from agencies for
contractual personnel requirements, among others. These are normally settled within the next financial
period. Part of this group of expenses is contractual labor which is being settled within 30 days.

Accrued expenses include purchases of goods and services that are already received as at reporting date
but have not yet been billed, and payroll and other benefits as at cut‐off date that are not yet due for
payment.

Deposits include deposits on ingredients representing the amount received by the Group from its
franchisees as stipulated in the franchise agreements equivalent to 40% of the projected 15‐day food
and beverage sales to cover for all the ingredients initially advanced by the Group for the
commencement of the franchise outlets’ commercial operations. These are carried at cost and subject
to a semi‐annual review and is correspondingly adjusted based on the revised projected monthly sales
of the franchise outlet.

Statutory liabilities consist of withholding taxes and other payables to government agencies which are
settled within 30 days.
-29-

Contract retention payable is the amount withheld by the Group from the billings of contractors as
security in case the Group incurs costs during the defects and liability period for the works done, which
is usually defined after a project’s completion. This is subsequently released to the contractors after the
said period.

Gift certificates payable pertains to issued gift certificates but not yet redeemed.

Contract liabilities are the unamortized portion of franchise fees received from the franchisees and are
amortized over the term of the franchise. Noncurrent portion of the contract liabilities amounted to P =
62.1 million and P =64.3 million as at September 30, 2022 and December 31, 2021, respectively.

9. Leases

Group as a lessee. The Group leases its restaurants, smaller commissary premises and offices it occupies
with various lessors with the intention to continue for periods ranging from 1 to 12 years. The lease
agreements provide for a fixed rental and/or a monthly rental based on a certain percentage of actual
sales or minimum monthly gross sales.

Security deposits on lease contracts amounting to P = 543.1 million and P = 548.0 million as at
September 30, 2022 and December 31, 2021, respectively, are equivalent to one to three months rental.

Rental expense charged to cost of sales and general and administrative expenses are as follows:

(In Thousands)
Nine months ended September 30 (Unaudited)
Note 2022 2021
Cost of sales 13 P
=331,798 =149,462
P
General and administrative expenses 14 63,903 67,453
=395,701
P =216,915
P

Long-term Lease

The balance of and movements in ROU assets follow:

(In Thousands)
September 30, December 31,
2022 (Unaudited) 2021(Audited)
Cost
Balance at beginning of year =2,985,121
P =3,309,845
P
Additions – 249,243
Retirement/disposals (21,908) (573,967)
Balance at end of year 2,963,213 2,985,121
Accumulated amortization
Balance at beginning of year 1,488,756 1,291,945
Amortization 388,669 590,872
Retirement/disposals (440) (394,061)
Balance at end of year 1,876,985 1,488,756
Carrying Amount =1,086,228
P =1,496,365
P
-30-

The balance and movements in lease liabilities follow:

(In Thousands)
September 30, December 31,
2022 (Unaudited) 2021(Audited)
Balance at beginning of year =1,618,739
P =2,146,210
P
Additions – 249,243
Retirement/disposals (21,048) (201,415)
Rental payments (341,619) (369,018)
Interest 61,948 115,266
Rent concessions (114,965) (321,547)
Balance at end of year 1,203,055 1,618,739
Less current portion 203,213 529,840
Noncurrent portion =999,842
P =1,088,899
P

The incremental borrowing rate applied to the lease liabilities is 6.0%. ROU assets were measured at the
amount equal to the lease liabilities, adjusted by the amount of any prepaid or accrued lease payments
at the date of initial recognition. Interest expense charged to profit or amounted to P
=42.9 million and P
=
58.2 million for the period ended September 30, 2022 and 2021, respectively.

The Group applied the practical expedient allowed under the amendments to PFRS 16, Leases onCOVID-
19-Related Rent Concessions and no longer remeasured the lease liabilities to reflect the revised
consideration using a revised discount rate. The amount of reduction in lease liabilities arising from the
Group’s earlier application of the practical expedient and recognized in profit or loss amounted to P=
115.0 million and P=238.2 million for the period ended September 30, 2022 and 2021, respectively (see
Note 15).

Group as Lessor. TBGI and the Parent Company entered into sublease agreements with third parties for
periods ranging from 1 to 10 years, renewable upon mutual agreement between the Parent Company
and their lessees. The lease agreements provide for a fixed monthly rental or monthly rentals subject
to an annual escalation rate as defined in the contract, beginning on the second year from the start of
the lease period. Rental income attributable to the Group amounted to nil and P=2.6 million for the
period ended September 30, 2022 and 2021, respectively (see Note 15).
-31-

10. Borrowings and Finance Costs

The account consists of:

(In Thousands)
September 30, 2022 December 31, 2021
(Unaudited) (Audited)
Current:
Short‐term loans =P– =P550,360
Revolving promissory notes – 280,000
– 830,360
Current portion of long‐term debt 400,000 576,500
400,000 1,406,860
Noncurrent:
Long‐term debt ‐ net of current portion 4,098,156 3,089,076
=P4,498,156 =4,495,936
P

Short-term Loans
The Group obtained Peso-denominated short-term loans from local banks to finance its working capital
requirements. The loans will mature within 12 months from the time of availment.

Revolving Promissory Notes


The Group has revolving promissory notes from a local bank amounting to nil and P
=280.0 million as at
September 30, 2022 and December 31, 2021, respectively. These notes are payable in 6 to 12 months.

Interest rates range from 3.63% to 4.75% and 3.85% to 4.5% in 2022 and 2021, respectively.

Long-term Debt
The Group obtained Peso-denominated long-term facilities from local banks to finance working capital
and capital expenditure for its expansion as follows:

(In Thousands)
September 30, December 31, 2021
2022 (Unaudited) (Audited)
Development Bank of the Philippines (DBP) =1,860,000
P =1,943,500
P
Bank of the Philippine Islands (BPI) 1,781,000 1,231,000
Banco de Oro (BDO) 847,500 483,000
Others 28,886 27,306
4,517,386 3,684,806
Less debt issue costs 19,230 19,230
4,498,156 3,665,576
Less current portion 400,000 576,500
Noncurrent portion =4,098,156
P =3,089,076
P

Long-term Loan with DBP


On November 14, 2019, the Parent Company and No Bia both availed of a long-term debt amounting to
=1,000.0 million each with DBP. The proceeds of the loan were used by the Parent Company to finance
P
the capital expenditures of the Group while No Bia used the loan to finance the construction of the
-32-

commissary plant in Carmona, Cavite (see Note 6). Both long-term debts bear an interest of 4.625% per
annum which will mature on November 15, 2024 for the Parent Company and on November 18, 2029
for No Bia.

Except for the commercial terms of the loan agreements and required financial ratios, the long-term
loan agreements do not impose any significant financial or non-financial covenants to the Group. DBP
has granted the Group waiver of compliance of financial ratios for the relevant periods based on the
loan agreements until 2021. As at September 30, 2022 and December 31, 2021, the Group has complied
with its debt covenants.

The loan is secured by the Continuing Suretyship of the Parent Company.

Long-term Loan with BDO


On April 7, 2015, the Parent Company availed of a P
=1,000.0 million long-term debt from BDO to finance
capital expenditures and working capital requirements of the Group. The long-term debt has a term of
three years and bears interest of 4.75% per annum. In 2019, management availed of an additional P =
150.0 million and refinanced the term loan for another three years at prevailing market interest rate.

The loan does not impose any significant financial or nonfinancial covenants to the Group.

Long-term Loan with BPI


On September 20, 2021 and December 21, 2021, the Parent Company availed long-debt from BPI
amounting to P= 851.0 million and P = 380.0 million, respectively, to support the working capital
requirements of the Group. The long-term debt bear interest of 3.1% to 4.3% per annum and will mature
on September 29, 2028 with first principal repayment due after three years from the date of drawdown.

Except for the commercial terms of the loan agreements, the long-term debt does not impose any
significant financial or non-financial covenants to the Group.

On February 21, 2014, certain subsidiaries (Max’s Entities) entered into an Omnibus Loan and Security
Agreement (OLSA) for P=4,274.1 million with BPI. The proceeds of the loan were used to acquire shares
of stock of the Parent Company. The loan bears an interest rate based on the prevailing market rate
and matures on January 21, 2021. On December 12, 2014, the Max’s Entities paid P=3,000.0 million of
the loan from the proceeds of the sale of shares of stock during the follow-on offering of the Parent
Company’s shares.
The loan is secured by the Continuing Suretyship of the Parent Company if availment is made by the
borrowing subsidiaries under the OLSA. The loan has been fully paid in February 2021.

Interest Expense
Finance costs charged to profit or loss follows:

(In Thousands)
Nine months ended September 30 (Unaudited)
2022 2021
Loans payable =37,648
P =67,805
P
Long-term debt 104,853 42,239
=142,501
P =110,044
P
-33-

11. Equity

Capital Stock
The movements of the Parent Company’s capital stock as at September 30, 2022 and December 31, 2021
follow:

September 30, 2022 (Unaudited) December 31, 2021 (Audited)


Amount Amount
No. of Shares (In Thousands) No. of Shares (In Thousands)
Authorized
=1 par value
P 1,400,000,000 =1,400,000
P 1,400,000,000 =1,400,000
P

Issued
Balance at beginning and end of year 1,087,082,024 =1,087,082
P 1,087,082,024 =1,087,082
P

Outstanding
Issued at beginning and end of year 1,087,082,024 =1,087,082
P 1,087,082,024 =1,087,082
P
Less: treasury shares 49,789,800 495,249 49,789,800 495,249
Balance at end of year 1,037,292,224 =591,833
P 1,037,292,224 =591,833
P

Shares held by subsidiaries


Balance at beginning and end of year 257,878,044 =2,122,928
P 257,878,044 =2,122,928
P

Below is the track record of issuance of the Parent Company’s securities:

Number of shares__________
Date of Approval Nature Authorized Issued/Subscribed Issue/Offer Price
December 2000 Listing of shares 400,000,000 188,636,364 P=1.48
June 2007 Note conversion 400,000,000 4,000,000 4.49
November 2010 Note conversion 400,000,000 45,159,091 4.10
January 2014 Note conversion 400,000,000 21,415,385 6.18
June 2014 Share swap 400,000,000 540,491,344 7.35
August 2014 Stock dividends 1,400,000,000 259,210,840 1.00
December 2014 Follow‐on Offering 1,400,000,000 28,169,000 17.75

The Group has 100 stockholders as at September 30, 2022 and December 31, 2021.

Treasury Stock
On March 15, 2018, the Parent Company’s BOD approved a two-year share buy-back program wherein
the Parent Company may acquire its own shares in the open market up to an aggregate value of
=350.0 million worth of Parent Company’s shares.
P

On March 11, 2020, the Parent Company’s BOD approved the amendment of the share buy-back
program to increase the amount of shares which may be acquired to an aggregate value of
= 1.0 billion worth of the Parent Company’s shares until March 13, 2022, under such terms and
P
conditions deemed beneficial by the Parent Company’s management. There has been no buy-back
effected during the period.

On March 16, 2022, the Parent Company’s BOD approved the re-issuance of 49,789,800 treasury shares,
the details of which will be determined at a later date and reported accordingly.
-34-

Shares Held by Subsidiaries


Shares held by subsidiaries pertain to Parent Company shares of stock held by ten Max’s entities which
were acquired on February 24, 2014. In 2020, the Parent Company bought back shares of stock held by
its subsidiaries.

As at September 30, 2022 and December 31, 2021, shares of stock held by subsidiaries are as follows:

Subsidiary Number of Shares


MKI 101,173,438
TRADCI 81,543,725
MBI 47,639,861
No Bia 27,521,020
257,878,044

Retained Earnings
The following are the dividends declared and paid by the Parent Company:

Dividend Date of Dividend


Type Declaration Date of Record Date Paid Amount per Share
Cash March 26, 2020 June 30, 2020 April 28, 2020 =181,526
P =0.175
P

The amount includes cash dividends to subsidiaries amounting to P


=45.1 million in 2020.

12. Related Party Disclosures

The Group has transactions within and among the consolidated entities and other related parties which
are normally settled through cash. Transactions between members of the Group and the related
balances are eliminated at consolidation and are no longer included in the following disclosures.

i. Shares held by the Retirement Plan which pertain to own equity instruments held by the
retirement fund of the 10 Max’s entities amounted to P=435.0 million as at September 30, 2022
and December 31, 2021.
ii. Due from stockholders amounted to P=133.4 million as at September 30, 2022 and December 31,
2021, respectively. These are unsecured and on demand from parties with common
shareholders as the Group.
iii. Compensation of key management personnel amounted to P =124.0 million and P=105.5 million
for the period ended September 30, 2022and 2021, respectively.
-35-

13. Costs of Sales

This account consists of:

(In Thousands)
Nine months ended September 30 (Unaudited)
Note 2022 2021
Food and beverage =2,644,304
P =1,873,851
P
Salaries, wages and employee benefits 828,312 666,560
Depreciation and amortization 16 616,062 630,109
Rentals 331,798 149,462
Light and water 286,592 208,261
Repairs and maintenance 120,438 82,692
Fuel and oil 116,312 78,230
Amortization of intangible assets 16 3,313 3,833
Others 161,479 128,687
=5,108,610
P =3,821,685
P

Others consist of communications, transportation and travel, and dues and subscriptions.

14. General and Administrative Expenses

This account consists of:

(In Thousands)
Nine months ended September 30 (Unaudited)
Note 2022 2021
Salaries, wages and employee benefits =935,981
P =806,546
P
Taxes and licenses 197,683 177,588
Freight out 149,941 70,215
Royalty and brand fund 125,015 90,083
Rental 63,903 67,453
Dues and subscription 53,901 38,140
Transportation and travel 45,700 38,311
Amortization of intangibles 16 36,648 31,245
Depreciation and amortization 16 35,192 34,002
Professional fees 31,908 25,302
Light and water 22,234 24,526
Repairs and maintenance 18,718 10,366
Supplies used 16,849 16,429
Others 83,182 94,863
=1,816,855
P =1,525,069
P

Other general and administrative expenses consist of communication, insurance, representation and
entertainment, credit card charges and other miscellaneous expenses.
-36-

Franchise Agreements – Krispy Kreme Brand and Jamba Juice Brand

In 2022, TRADCI’s franchise agreement with Jamba Juice Company was renewed for one-year subject to
management’s review and assessment. Likewise, TRADCI and Krispy Kreme International have agreed
on the extension of the franchise development agreement.

As at September 30, 2022, TRADCI incurs royalty fees recorded under general and administrative
expense.

15. Other income

Other income included in the interim consolidated statement of income are as follows:

(In Thousands)
Nine months ended September 30 (Unaudited)
Note 2022 2021
Gain on rent concession 9 =114,965
P =238,248
P
Net gain (loss) on disposal of assets (4,882) 411,415
Marketing support 2,220 -
Interest income 395 313
Rent income 9 - 2,686
Others 35,938 60,818
=148,636
P =713,480
P

Net gain (loss) on disposal of assets includes gain on conversion of group-owned stores to franchised
stores, disposal of property, plant and equipment and investment properties, gain on sale of subsidiaries
and retirement of ROU assets.

Others include mainly of sale of scrap materials, rebates, prompt discount and penalties.

16. Nature of Expenses

Depreciation and amortization included in the interim consolidated statements of income are as follows:

(In Thousands)
Nine months ended September 30 (Unaudited)
Note 2022 2021
Included in costs of sales: 13
Depreciation and amortization =616,062
P =630,109
P
Amortization of intangible assets 3,313 3,833
Included in general and administrative
expenses: 14
Depreciation and amortization 35,192 34,002
Amortization of intangible assets 36,648 31,245
Included in other income: 15
Depreciation and amortization – 2,480
=691,215
P =701,669
P
-37-

17. Earnings Per Share

Basic/diluted earnings per share are computed as follows:

Nine Months Ended September 30 (Unaudited)


2022 2021
Net income (attributable to the equity holders of
the Parent Company (in thousands): =426,410
P =233,468
P
Divide by weighted average number of common
shares, excluding shares held by subsidiaries 779,414 779,414
Basic/diluted earnings per share =0.55
P =0.30
P

There have been no transactions involving common shares or potential common shares that occurred
subsequent to the reporting date.

18. Income Taxes

On March 26, 2021, the Corporate Recovery and Tax Incentives for Enterprises (CREATE) Act was signed
into law by the country’s President. Under the CREATE Act, domestic corporations will be subject to
25% or 20% RCIT depending on the amount of total assets or total amount of taxable income. In
addition, MCIT shall be computed at 1% of gross income for a period of three (3) years. The changes in
the income tax rates became effective beginning July 1, 2020.

Accordingly, the income tax rates used in preparing the interim condensed consolidated financial
statements for the period ended September 30, 2022 and 2021 are 25% and 20% for RCIT and 1% for
MCIT.

19. Financial Instruments

Financial Risk Management Objectives and Policies


The Group’s financial instruments consist of cash in banks and cash equivalents, trade and other
receivables (excluding advances to officers and employees), security deposits on lease contracts, other
noncurrent receivables (included under “Other noncurrent assets”), utilities and other deposits, trade
and other payables (excluding statutory liabilities, gift certificates payable and accrued rent payable),
lease liabilities, loans payable and long-term debt.

The BOD is mainly responsible for the overall risk management approach and for the approval of risk
strategies and principles of the Group. It also has the overall responsibility for the development of risk
strategies, principles, frameworks, policies and limits.

The main risks arising from the use of financial instruments are liquidity risk, credit risk, foreign currency
risk and interest rate risk. The BOD reviews and approves the policies for managing each of these risks
which are summarized below.

Liquidity Risk. Liquidity risk is the risk that the Group will not be able to meet its financial obligations as
they fall due. The Group’s objectives to managing liquidity risk is to ensure, as far as possible, that it will
always have sufficient liquidity to meet its liabilities when due, under both normal and stressed
-38-

conditions, without incurring unacceptable losses or risking adverse effect to the Group’s credit
standing.

The Group seeks to manage its liquid funds through cash planning on a weekly basis. The Group uses
historical figures and experiences and forecasts from its collections and disbursements. As part of its
liquidity risk management, the Group regularly evaluates its projected and actual cash flows. It also
continuously assesses conditions in the financial markets for opportunities to pursue fund raising
activities.

The Group’s objective is to maintain a balance between continuity of funding and flexibility through the
use of bank loans, loans from related parties and other long-term debts. The Group considers its
available funds and its liquidity in managing its long-term financial requirements. It matches its projected
cash flows to the projected amortization of convertible notes. For its short-term funding, the Group’s
policy is to ensure that there are sufficient operating inflows to match repayments of loans payable.

The table below summarizes the maturity profile of the Group’s financial liabilities as at
September 30, 2022 and December 31, 2021 based on contractual undiscounted payments:

September 30, 2022 (Unaudited) (In Thousands)


Less than
On demand 3 months 3 to 12 months 1 to 5years Total
Trade and other payables* =–
P = 2,269,795
P – =–
P = 2,269,795
P
Loans payable – – – – –
Long-term debt – – 400,000 4,098,156 4,498,156
Lease labilities – – 203,213 999,842 1,203,055
=–
P = 2,269,795
P = 603,213
P = 5,097,998
P = 7,971,006
P
*Excluding statutory liabilities, gift certificates payable, and current portion of contract liabilities aggregating to P
=167.4 million.

December 31,2021 (Audited) (In Thousands)


Less than
On demand 3 months 3 to 12 months 1 to 5years Total
Trade and other payables* =P– =2,825,038
P =P– =P– =2,825,038
P
Loans payable – 830,360 – – 830,360
Long-term debt – – 576,500 3,404,510 3,981,010
Lease liabilities – 132,460 397,380 1,088,899 1,618,739
=–
P =3,787,858
P =973,880
P =4,493,409
P =9,255,147
P
*Excluding statutory liabilities, gift certificates payable, and current portion of contract liabilities aggregating to P
=221.3 million.

Credit Risk. Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial
instrument fails to meet its contractual obligations.

Concentrations arise when a number of counterparties are engaged in similar business activities, or
activities in the same geographic region, or have similar economic features that would cause their ability
to meet contractual obligations to be similarly affected by changes in economic, political or other
conditions. Concentrations indicate the relative sensitivity of the Group’s performance to developments
affecting a particular industry.

The Group has no significant concentrations of credit risk with any single counterparty or group of
counterparties having similar characteristics. Since the Group trades only on a cash or credit card basis
and with recognized third parties, there is no requirement for collateral. It is the Group’s policy that all
customers who wish to trade on credit terms are subject to credit verification procedures. In addition,
receivable balances are monitored on an ongoing basis with the result that Group’s exposure to bad
debts is not significant.
-39-

The Group’s exposure to credit risk on trade and other receivables arise from default of the
counterparty, with a maximum exposure equal to the carrying amounts of these receivables. Credit risk
from cash is mitigated by transacting only with reputable banks duly approved by management.

The tables below summarize the aging analysis of the Group’s financial assets:

September 30, 2022 (Unaudited) (In Thousands)


Neither Past Impaired
Due nor Past due but not Impaired Financial
Total Impaired 30 days 30-60 days 60-90 days Over 90 days Assets
Cash and cash equivalents* = 1,502,214
P = 1,502,214
P =–
P =–
P =–
P =–
P =–
P
Trade and other
receivables** 1,332,996 772,827 – – – – 560,169
Security deposits on lease
contracts 653,993 543,091 – – – – 110,902
Utilities and other
deposits*** 71,816 47,351 – – – – 24,465
Other noncurrent
receivables*** 40,971 40,971 – – – – –
= 3,601,990
P = 2,906,454
P =–
P =–
P =–
P =–
P = 695,536
P
*Excluding cash on hand amounting to P=41.1 million.
**Excluding advances to officers and employees amounting to P
=55.3 million.
***Presented under “Other noncurrent assets” account.

December 31, 2021 (Audited) (In Thousands)


Neither Past Impaired
Due nor Past due but not Impaired Financial
Total Impaired 30 days 30-60 days 60-90 days Over 90 days Assets
Cash and cash equivalents* =1,042,941
P =1,042,941
P =–
P =–
P =–
P =–
P =–
P
Trade and other
receivables** 1,763,060 1,059,768 – – – 143,571 559,721
Security deposits on lease
contracts 548,023 437,121 – – – – 110,902
Utilities and other
deposits*** 73,428 48,963 – – – – 24,465
Other noncurrent
receivables*** 41,220 41,220 – – – – –
=3,468,672
P =2,630,013
P =–
P =–
P =–
P =143,571
P =695,088
P
*Excluding cash on hand amounting to P=37.6 million.
**Excluding advances to officers and employees amounting to P
=88.2 million.
***Presented under “Other noncurrent assets” account.

The Group evaluates credit quality on the basis of the credit strength of the security and/or
counterparty/issuer. High grade financial assets are those whose collectability is assured based on past
experience. Standard grade financial assets are considered moderately realizable and some accounts
which would require some reminder follow-ups to obtain settlement from the counterparty.

The Group considers its financial assets which are neither past due but not impaired as high grade.

Foreign Currency Risk. The Group’s policy is to maintain foreign currency exposure within acceptable
limits and within existing regulatory guidelines. The Group believes that its profile of foreign currency
exposure on its assets and liabilities is within conservative limits based on the type of business and
industry in which the Group is engaged. The Group’s exposure to foreign currency exchange risk as at
September 30, 2022 and December 31, 2021 pertains to the following:

 Financial position and performance of PHII and its subsidiaries, eMax, Alpha Max, PHIM and Global
Max which were presented in US$, HK$, MYR, and SGD, respectively; and

 Foreign exchange risk also arises for the payment of royalty fees to international franchisors of
TRADCI and purchases of imported goods for TRADCI and No Bia.
-40-

The Group’s USD-denominated and MYR-denominated financial assets and liabilities as at September
30, 2022 and December 31, 2021 are considered immaterial in relation to the interim condensed
consolidated financial statements. Thus, management believes that the Group’s exposure to foreign
currency risk is insignificant.

Interest Rate Risk. The Group’s exposure to market risk for changes in interest rates relates primarily to
its loans payable and long-term debt. To manage this risk, the Group determines the mix of its debt
portfolio as a function of the level of current interest rates, the required tenor of the loan and the
general use of the proceeds of its fund raising activities.

The following table demonstrates the sensitivity to a reasonable possible change in interest rates, with
all other variables held constant, of the Group’s income before tax:

Increase (decrease) in Effect on income before tax


basis points (In Thousands)
September 30, 2022 +49 (71,633)
-49 71,633

December 31, 2021 +163 (249,475)


-163 249,475

Fair Value Information and Categories of Financial Instruments


The carrying amounts and fair values of the categories of financial assets and liabilities presented in the
interim consolidated statements of financial position are as follows:

(In Thousands)
September 30, 2022 (Unaudited) December 31, 2021 (Audited)
Carrying Values Fair Values Carrying Values Fair Values
Financial Assets
Cash and cash equivalents =P1,543,361 =P1,543,361 =1,080,557
P =1,080,557
P
Trade and other receivables* 1,332,996 1,332,996 1,763,060 1,763,060
Security deposits on lease contracts 653,993 653,993 548,023 548,023
Utilities and other deposits** 71,816 71,816 73,428 73,428
Other noncurrent receivables** 40,971 40,971 41,220 41,220
=3,643,137
P =3,643,137
P =3,506,288
P =3,506,288
P
Financial Liabilities
Trade and other payables*** =2,269,795
P =2,269,795
P =2,825,038
P =2,825,038
P
Loans payable – – 830,360 830,360
Long-term debt 4,498,156 4,498,156 3,665,576 3,901,355
Lease Liabilities 1,203,055 1,203,055 1,618,739 1,618,739
=7,971,006
P =7,971,006
P =8,939,713
P =9,175,492
P
*Excluding advances to officers and employees amounting to P =55.3 million and P
=88.2 million as at September 30, 2022 and December 31,2021, respectively.
**Presented under “Other noncurrent assets” account.
***Excluding statutory liabilities, gift certificates payable, and current portion of contract liabilities aggregating to P
=167.4 million and P
=221.3 million as at
September 30, 2022 and December 31, 2021, respectively.
-41-

The following methods and assumptions were used to estimate the fair value of each class of financial
instrument for which it is practicable to estimate such value.

Cash and Cash Equivalents, Trade and Other Receivables (Excluding Advances to Officers and Employees),
Trade and Other Payable (Excluding Statutory Liabilities, Gift Certificates Payable, Contract Liabilities and
Accrued Rent Payable) and Loans Payable. The carrying amounts of cash and cash equivalents, trade and
other receivables, trade and other payables and loans payable approximate their fair values due to their
short-term maturities.

Security Deposits on Lease Contracts, Utilities and Other Deposits and Other Noncurrent Receivables. The
carrying amounts of security deposits on lease contracts, utilities and other deposits and other
noncurrent receivables approximate their fair values.

Long-term Debt. The fair value of the long-term debt is based on the discounted value of future cash
flows using the applicable rate of 3.25% in 2022 and 2021.

Lease Liabilities. The fair value of the Group’s lease liabilities is measured at the present value of the
remaining lease payments, discounted at the Group’s incremental borrowing rate of 6%.

20. Capital Management

The Group considers the equity attributable to the Parent Company presented in the interim
consolidated statements of financial position as its capital. The primary objective of the Group’s capital
management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to
support its business and maximize shareholder value.

The Group manages its capital structure and makes adjustments to it, in light of changes in economic
conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment to
shareholders, return capital to stockholders or issue new shares. No changes were made in the
objectives, policies or processes in 2022 and 2021.

The Group monitors capital using the debt-to-equity ratio. The Group’s policy is to maintain debt-to-
equity ratio based on requirements of the business as well as in compliance with the loan covenants of
the banks (see Note 10).

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