Document 6524351

COVER SHEET
4 4 0 9
SEC Registration Number
2 G O
G R O UP ,
[ F o r m e r l y
A T S
( A T S C ) ,
I N C .
C o n s o l i d a t e d
I n c . ]
(Company’s Full Name)
1 2 T H
U. N.
F L O O R
T I M E S
A V E.
C O R N E R
E R M I T A
M A N I L A
P L A Z A
T A F T
B U I L D I N G
A V E.
(Business Address: No. Street City/Town/Province)
1 2
JEREMIAS E. CRUZABRA
528-7608 / 554-8777 loc. 9154
(Contract Person)
(Company Telephone Number)
3 1
Month
Day
(Fiscal Year)
0 6
1 7 - A
2 2
Month
Day
(Annual Meeting)
(Form Type)
DECEMBER 31, 2011
(Secondary License Type, If Applicable)
Corporation Finance Department
Dept. Requiring this Doc.
Amended Articles Number/Section
Total Amount of Borrowings
1,976
Total No. of Stockholders
Domestic
Foreign
To be accomplished by SEC Personnel concerned
File Number
LCU
Document ID
Cashier
STAMPS
Remarks: Please use BLACK ink for scanning purposes.
SECURITIES AND EXCHANGE COMMISSION
SEC FORM 17-A
ANNUAL REPORT PURSUANT TO SECTION 17
OF THE SECURITIES REGULATION CODE AND SECTION 141
OF THE CORPORATION CODE OF THE PHILIPPINES
1.
For the fiscal year ended December 31, 2011
2.
SEC Identification Number 4409
4.
Exact name of issuer as specified in its charter 2GO Group, Inc.
5.
3. BIR Tax Identification No. 000-313-401
Philippines
6.
Province, Country or other jurisdiction of incorporation
(SEC Use Only)
Industry Classification Code:
or organization
7.
th
12 Floor Times Plaza Bldg. United Nations Ave. corner Taft Ave., Ermita, Manila ______1000____
Address of principal office
8.
Postal Code
(02) 528-7608 / (02) 554-8777 loc. 9154
Issuer's telephone number, including area code
9.
ATS Consolidated (ATSC), Inc.; Sergio Osmeña Blvd., North Reclamation Area, Cebu City
Former name, former address, and former fiscal year, if changed since last report.
10. Securities registered pursuant to Sections 8 and 12 of the SRC, or Sec. 4 and 8 of the RSA
Title of Each Class
Number of Shares of Common Stock Outstanding and
Amount of Debt Outstanding
Common stock, P 1 par value
Redeemable preferred stock, P 1 par value
2,446,136,400
4,560,417
11. Are any or all of these securities listed on a Stock Exchange.
Yes [X]
No [ ]
Philippine Stock Exchange - Common Stock and Redeemable Preferred Stock
12. Check whether the issuer:
(a) has filed all reports required to be filed by Section 17 of the SRC and SRC Rule 17.1 thereunder or Section 11 of the RSA
and RSA Rule 11(a)-1 thereunder, and Sections 26 and 141 of The Corporation Code of the Philippines during the
preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports);
Yes [X]
No [ ]
(b) has been subject to such filing requirements for the past ninety (90) days.
Yes [X]
No [ ]
13. Aggregate market value of the voting stock held by non-affiliates as of March 30, 2012:
P 137,481,410.95
2
TABLE OF CONTENTS
PAGE NO.
PART I – BUSINESS AND GENERAL INFORMATION
Item
Item
Item
Item
1
2
3
4
Business
Properties
Legal Proceedings
Submission of Matters to a Vote of Security Holders
4
16
19
20
PART II – OPERATIONAL AND FINANCIAL INFORMATION
Item 5
Item 6
Item 7
Item 8
Market for Registrant’s Common Equity and
Related Stockholder Matters
Management’s Discussion and Analysis of Financial Condition
& Results of Operations
Financial Statements
Information on Independent Accountant and Other Related
Matters
20
21
32
33
PART III – CONTROL AND COMPENSATION INFORMATION
Item 9
Item 10
Item 11
Item 12
Directors and Executive Officers of the Registrant
Executive Compensation
Security Ownership of Certain Beneficial Owners and
Management
Certain Relationships and Related Transactions
34
41
42
44
PART IV – CORPORATE GOVERNANCE
45
Item 13
45
Corporate Governance
PART V – EXHIBITS AND SCHEDULES
Item 14
a. Exhibits
b. Reports on SEC Form 17-C
60
60
SIGNATURES
INDEX TO EXHIBITS, FINANCIAL STATEMENTS AND SUPPLEMENTARY SCHEDULES
3
PART I – BUSINESS AND GENERAL INFORMATION
Item 1. Business
2GO GROUP, INC.
Business Development
2GO Group, Inc. (the “Registrant”, the “Company”, or “2GO”), formerly ATS Consolidated (ATSC), Inc., was formed
and organized in May 26, 1949 under the corporate name William Lines, Inc.
Driven by the vision of providing the nation with the best shipping services, on December 21, 1995, William Lines, Inc.,
Carlos A. Gothong Lines, Inc. and Aboitiz Shipping Corporation consolidated their resources and expertise and
marked the birth of William, Gothong & Aboitiz, Inc. (“WG&A”). Thereafter, on February 4, 2004, WG&A changed its
corporate name to Aboitiz Transport System (ATSC) Corporation as a result of the buyout that Aboitiz Equity
Ventures, Inc. (AEV) made of the respective interests of Chiongbian and Gothong in WG&A in 2002. On August 24,
2011, the Securities and Exchange Commission (SEC) approved the change of corporate name of Aboitiz Transport
System (ATSC) Corporation to ATS Consolidated (ATSC), Inc. On March 9, 2012, the SEC approved a subsequent
change of the corporate name of ATS Consolidated (ATSC), Inc. to 2GO Group, Inc.
During the past three (3) years, 2GO and its subsidiaries have engaged into mergers and significant purchases of
shares of stocks.
In August 2009, 2GO Express, Inc. (formerly ATS Express, Inc, formerly Aboitiz One, Inc.) formed a joint venture with
Kerry Logistics Network Limited of Hong Kong (KLN) for its international freight forwarding business.
In July 2010, the SEC approved the statutory merger of the Registrant with Zoom in Packages, Inc. (ZIP), a wholly
owned subsidiary of the Company. Further, in August 2010, the SEC also approved the statutory merger of the
Company with another wholly owned subsidiary – Reefer Van Specialists, Inc (RVSI). The mergers are expected to
further improve the effectiveness and efficiency of freight services of 2GO as well as reduce costs as people,
processes, systems are integrated.
On December 01, 2010, the former major stockholders of 2GO, namely AEV and Aboitiz and Company, Inc. (ACO),
sold their shareholdings in 2GO to Negros Navigation Co., Inc. (NENACO), which sale was consummated on
December 28, 2010. The equity value included all the logistics and shipping businesses of the Company, except its
interest in its joint ventures with the Jebsen Group of Norway. AEV’s and ACO’s shareholdings in 2GO represented
77.24% and 15.96%, respectively, of the total outstanding common shares of 2GO. In February 2011, as a result of
the mandatory tender offer requirement, NENACO's ownership in 2GO increased by 4.92%.
The majority owner of the registrant, NENACO, is one of the oldest domestic shipping companies in the Philippines. It
was organized and registered with the SEC on July 26, 1932 for the purpose of transporting passengers and cargoes
at various ports of call in the Philippines. Further, its principal office is located at Pier 2, North Harbor, Tondo, Manila.
Corporate Structure
4
On various dates in 2011, the SEC approved the application of the Company and its subsidiaries to amend their
Articles of Incorporation and By-laws, which include, among others, the change in their corporate names to ATS
Consolidated (ATSC), Inc. [formerly Aboitiz Transport System (ATSC) Corporation], ATS Express, Inc. (formerly
Aboitiz One, Inc.), and ATS Distribution, Inc. (formerly Aboitiz One Distribution, Inc.).
Further, to create a unified identity for the Company and its brand structure, in February and March 2012, the
Registrant and its subsidiaries amended its Articles of Incorporation and By-Laws to further change its corporate name
to 2GO Group, Inc. [formerly ATS Consolidated (ATSC), Inc.], 2GO Express, Inc. (formerly ATS Express, Inc.), and
2GO Logistics, Inc. (formerly ATS Distribution, Inc.).
NN-ATS Logistics Management & Holdings Co., Inc. (NALMHCI) was organized and incorporated last November 22,
2011. It is 100%-owned by 2GO. The purpose of NALMHCI is primarily to act as managing agents, local agents or
representatives of (i) subsidiaries and affiliates engaged in logistics activities, (ii) corporations, (iii) partnerships, (iv)
agencies, (v) associations, (vi) enterprises, (vii) establishments, (viii) institutions, private or governmental, domestic or
foreign, except the management of funds, portfolios, or other similar assets of the managed entities; and to undertake,
organize, form, promote, develop or establish businesses, and all forms of enterprises, whether here or abroad, as are
necessary, suitable, or convenient to be undertaken, organized, formed, promoted, developed or established to carry
out, directly or indirectly, the purposes and interests or to enhance the businesses or to render more valuable or
profitable any of its rights, properties, interests or enterprises.
Further, on March 8, 2012, the SEC approved the registration of Special Container and Value Added Services, Inc., a
100%-owned company by the registrant as well. It has a primary purpose of engaging in domestic and/or international
business of transporting any and all kinds of goods and cargoes, by sea, air and land, functioning as non-vessel
operating common carrier, engaging in cargo forwarding including acting as cargo consolidator and break-bulk agent,
and courier for mails, letters, pouches, other cargoes and personal effects of any and all kinds, types and nature.
Brand Structure
The Company is engaged in the movement of people operating under brand names ‘SuperFerry’, ‘SuperCat’, and
‘Cebu Ferries’ and in the movement of cargos operating under the brand name ‘2GO’.
However, with the change in the Company’s corporate name to “2GO Group, Inc.”, the Company and its subsidiaries
started the standardization of its brands on the latter part of 2011 and implemented the following brand structure:
5
The Company adopted the stronger brand “2GO” as its flagship brand for its various businesses. Going forward, the
Company will function with three core business units, as follows:
2GO Freight —this unit will continue to handle commercial and personal shipping needs including household goods,
auto rolling cargo shipping, containerized shipping, break bulk & LCL consolidation, freight refrigerated vans, and ISO
tank shipments.
2GO Travel — integrating the country’s leading passenger ships and fast ferries, Negros Navigation, SuperFerry,
SuperCat, and Cebu Ferries, this unit offers the biggest fleet and the widest choice of route linking Luzon, Visayas,
and Mindanao, through land and sea multimodal transport linkages.
2GO Supply Chain —this unit leverages on the Company’s more than 100 years of expertise in Logistics,
Distribution, Warehousing, and Inventory Management.
All these changes reflect an important redirection for 2GO i.e. towards becoming a world-class transport, logistics, and
supply chain company.
With the change in company name and brand structure, the Company is also now in the process of changing the
names of the vessels with the Maritime Industry and Authority.
Vessel Fleet
As of December 31, 2011, 2GO and its subsidiaries has a total fleet of 29 operating vessels, of which 19 are
company-owned ships. The fleet consists of 8 fast crafts, 12 RoRo/Pax vessels (of which 3 vessels are time
chartered from its parent company, NENACO), and 9 freighters (of which 3 are also time chartered from NENACO and
4 from MCCP).
The Company’s vessel fleet has a combined Gross Registered Tonnage of approximately 204,140 metric tons, total
passenger capacity of approximately 20,360 passengers and aggregate cargo capacity of approximately 6,059 twentyfoot equivalent units (TEUs).
Currently, 2GO operates 9 RoRo/Pax vessels calling on Manila as their homeport. These vessels are larger
coastwise vessels that sail from Luzon to Visayas and Mindanao. Further, 2GO operates 3 medium-sized vessels, the
Cebu Ferries, operating in the Visayas and Mindanao routes and with Cebu as their homeport. The 8 fast craft
passenger vessels, on the other hand, are smaller fast crafts that ply on short distances. The Company also operates
5 purely-cargo vessels to fully complement its freight business.
Ports of call
The Company’s extensive presence throughout the country is carried out through its branch operations and agency
networks. These are located primarily in Bacolod, Batangas, Butuan, Cagayan de Oro, Calapan, Cebu, Coron,
Cotabato, Davao, Dipolog, Dumaguete, General Santos, Iligan, Iloilo, Jagna, Manila, Ormoc, Ozamis, Puerto
Princesa, Surigao, Tagbilaran, and Zamboanga.
Market Share
As of December 31, 2011, 2GO continues to dominate the Philippine Sea Travel with 93% market share in the
passage service, specifically in ports that they serve. Freight market share is estimated at 33%.
Subsidiaries and Affiliate of 2GO
In 2011, 2GO has three (3) operating subsidiaries and one (1) affiliate, 2GO Express, Inc., The Supercat Fast Ferry
Corp. (SFFC), NALMHCI and MCC Transport Philippines, Inc. (MCCP).
On March 2012, the Registrant incorporated a new company named Special Container and Value Added Services,
Inc. The new company will take over the reefer van container business of the Company and the isotank business of
one of its subsidiaries, 2GO Express, Inc.
6
Product Lines and Markets
Briefly, the Company’s product lines and solutions are described as follows:
1. PASSAGE
In 2011, 2GO improved its course not only as a low-cost operator with unbundled price structure through its former
SuperFerry, Cebu Ferries and SuperCat brands, but also as a leisure travel option as it is now jointly operated with
Negros Navigation (the parent company’s passage brand). It is also the year where the integration of all passage
brands, namely: Negros Navigation, SuperFerry, CebuFerries and SuperCat, was completed. During the year, all
policies, procedures and systems were aligned and streamlined. Routes were rationalized and thus, eliminate
duplications among the Company’s vessels. There were also rationalization made on the workforce among the
Company, NENACO and its subsidiaries.
In December 2011, the Company operated additional 3 RoRo/Pax vessels under time charter from NENACO. Thus,
towards the end of the year, all passage brands of the Company were fully integrated and now took on a new passage
brand, 2GO Travel starting 2012. The new brand aims to provide exciting tour packages and activities as well as
more affordable, comfortable, safe and reliable travel experience.
To drive passenger volume and sales, the Company offered various signature price promotions such as the “Crazy
Tawad Fares”, the “year-round low price regular fare offering” and “Todo Todo Sale Sail”, a special promo with defined
selling and sailing dates. Special price promotions are also offered coinciding with festivities in the ports the company
serve.
The promotions offered were being complemented also through providing customers with the convenience and speed
in their dealings with us. Ticketing systems were enhanced to be able to accept credit and ATM (automated teller
machine) cards through the Internet as modes of payment. Ticket delivery service, through our in-house call center,
was offered as another ticket access option for customers. Ticket delivery is offered in partnership with its subsidiary,
2GO Express. During the last quarter of 2011, more than eighty percent (80%) of ticketing outlets were converted into
the web-based ticketing system that allows for ticketless transactions. The said innovation will entail significant
savings in terms of printing as well as the administrative costs of these tickets to the outlets.
To further encourage customers to buy their tickets early (and on the company’s end, to push early build-up of
volumes), larger discounts on their fares are offered to customers who buy their tickets in advance. A ticket to the
Visayas region can be bought for as low as P450, while a ticket to Mindanao can be bought for as low as P750. The
ticketing system is linked to pricing software or a revenue management system that automatically adjusts prices based
on demand. The pricing software is similar to those employed by hotels and airlines. The best practices of 2GO and its
parent company, NENACO, on revenue management are being integrated into this pricing software.
2GO Travel sells tickets using four distribution channels: (1) over 1,200 online outlets nationwide composed of
company-owned corporate outlets, and third party outlets and network agencies, (2) an in-house call center; (3)
through the 2GO Travel website; and (4) on-line third party-operated marketing websites (i.e. ensogo.com) for
extremely discounted package fares during the lean season.
As of March 1, 2012, 2GO Travel calls on 18 ports, namely: Manila, Bacolod, Cagayan de Oro, Cebu, Tagbilaran,
Batangas, Caticlan, Dumaguete, Puerto Princessa, General Santos, Iligan, Iloilo, Ormoc, Butuan, Ozamis, Dipolog,
Surigao, and Zamboanga. Frequencies vary per destination. Customers have six (6) types of accommodations to
choose from, namely: stateroom, cabin, tourist, mega value, super value and airline seat.
With the introduction of the new Batangas-Caticlan route, 2GO Travel has set in motion to establish itself as the
premiere “Domestic Cruise Line”. The vessels servicing the new route have undergone renovation on their interior
designs, modernization of furniture, amenities and suites to entice large segment of the Boracay-bound tourist market.
2GO Travel is also now available as one of the transportation options to foreign travel websites as the company
marked the beginning of its partnerships with international travel websites such as myboracayguide.com,
myboholguide.com and mycebuguide.com,
2GO Travel has also opened the 2GO TraveLink service for customers who opt to purchase bus or boat transfers with
their ferry tickets issued in one e-ticket. This provides a hassle-free, seamless transportation service that the
Company is well known. 2GO TravelLink service is preliminarily offered to its Boracay package and will eventually be
replicated to the rest of its ports of call. The 2GO TravelLink service also ables 2GO Travel to offer more travel
frequencies to its customers – while it only have once a week call on Dumaguete, it can actually serve customers in
7
Dumaguete daily through the 2GO TravelLink service via Bacolod or Cebu wherein 2GO Travel offers five to six times
weekly service.
2GO Travel has also numerous hotel partners that customers may avail of a hotel package together with their
purchase of transportation tickets. Shuttle services continue to serve selected routes, depending on market demand.
2. FREIGHT
With the coming together of 2GO and its parent company’s freight business, now called 2GO Freight, routes served
by the Company’s vessels were rationalized. Port links previously served by both 2GO and NENACO on the same
departure dates were eliminated. This allowed the Company and NENACO to retire 4 vessels (2 RoRo/Pax and 2
freighters) resulting in substantial savings in fuel and other vessel operating costs. While the number of vessels has
been reduced, the scope of ports served has increased.
Freight Revenue grew by P352.3 million or 7% year-on-year despite a reduction in the number of trips by 242 trips or
a reduction of 13%. This is attributed to a 5% increase in rates and a 1% increase in volume or an increase of 1,503
TEU’s.
While revenue was increased, costs were reduced substantially with the integration of container yards in almost all
major ports. These include Bacolod, Iloilo, Cebu, Palawan, Cagayan de Oro, Ozamis, Iligan, Zamboanga, Davao, and
General Santos.
Further, under the 2GO Express unit of the registrant, 2GO introduced new products and services that helped boost
revenues in its domestic and international courier, such as the Budget Box and International Budget Box, US Visa
delivery, and expanded offerings under its partnership with international logistics provider United Parcel Service
(UPS).
Third party logistics remained robust with an increase in warehouse capacity to nearly 39,000 pallets. In 2011, the
rd
warehouse capacity increased by 56,000 pallets with the completion of the 3 warehouse and said warehouse was
being sub-leased.
2GO has been bundling more value-added services and offering more flexible solutions for our customers that would
further strengthen our position as the country’s only integrated chain solutions provider.
Competition
1. PASSAGE
The operating environment in 2011 for the Company faced challenges for its passage business due to stiff competition
from the airlines. SuperFerry 1 was decommissioned out of operational constraints and St. Joseph the Worker, one of
NENACO’s vessels, continued to run as replacement.
However, sea transport continues to be one of the primary means of inter-island transport in the Philippines especially
for travellers who wish to bring many baggages. 2GO Travel’s ports of call are based in Central Visayas, Western
Visayas, Northern Mindanao, and Southern Mindanao.
2GO Travel competes with airlines and other domestic inter-island ferries principally in terms of price. With the recent
aggressive entry of another budget airline, AirPhil Express, and the acquisition of more airplanes by Zestair and Cebu
Pacific, all budget airlines severely cut prices to regain market share thus, eating more into the shipping market. Cutthroat competition is an effect of ‘fare diving’ to compensate for rising costs especially fuel. There is no limit to
competition in terms of pricing which can also be readily copied by any player. In terms of service, the sea players
compete by providing reliable service to passengers in the form of safety and on-time departures and arrivals.
Customers also look for convenience in ticket purchases, frequency of schedules, improved facilities on-board and
entertainment.
In 2011, among the principal competitors of 2GO Travel are Cebu Pacific, Philippine Airlines, AirPhil Express, ZestAir
and various Bus Lines. Geographic areas of competition include Bacolod, Iloilo, Cebu, Tagbilaran, Dumaguete,
Cagayan de Oro, Iligan, Dipolog, Ozamis, Cotabato, Davao, General Santos, Surigao, Zamboanga, Butuan, and
Panay area (for the Bus Lines).
8
In order to attract passengers to travel by sea, 2GO Travel maintains a suitable gap between the price of 2GO Travel
tickets and airline fares. On top of that, customers continue to have the benefit of a larger baggage allowance. While
the entire fleet is going through a re-branding, most vessels have already improved its interior decoration and
improved on-board amenities and entertainment. With this new marketing strategy, 2GO Travel now sells itself as a
domestic cruise that sells a “fun and memorable experience” on-board the ship. As airlines fiercely compete with each
other in a constant price-war, 2GO Travel maintains its price by offering leisure travel and entertainment on-board the
vessels.
2GO Travel’s new direction of being an affordable domestic cruise has also been featured in travel shows such as the
famous “TravelTime” show & magazine by Susan Calo Medina, a famous Filipino travel writer and TV host with
viewership that encompasses all market classes and overseas Filipino workers through TFC (The Filipino Channel).
Travel magazines have also featured benefits of cruising around the Philippines. The marketing team has been
entertaining numerous media requests to feature the new brand. Billboards are also being used to communicate the
new brand’s image. In addition, the brand has also been advertising in Cinemas across Metro Manila to try and get
more of the leisure travelers to travel by sea.
Despite the challenges, 2GO Travel remains undaunted and focused to seek better ways to deliver service
consistently and be a sought-after leisure alternative to move around the islands. 2GO Travel is committed to
consistently provide a reliable, convenient and affordable sea service with a passion to serve its entire customer.
2. FREIGHT
Major competitors of 2GO in the domestic shipping industry specifically in major areas of Visayas and Mindanao
regions include Phil Span Asia Container Corporation (formerly Sulpicio Lines), Lorenzo Shipping, National Marine
Corporation, Solid Shipping, Oceanic Shipping Lines and CAGLI (Carlos A. Gothong Lines), among others.
While the tendency of most competitors has been to offer lower rates, 2GO Freight has been able to maintain the
loyalty and patronage of its customers even at higher rates owing to higher service levels experienced by clients. 2GO
Freight continues to receive awards from quality conscious clients for higher KPI performance levels. Such high
ratings often translate to higher market shares enjoyed by 2GO from the higher paying client base.
Safety, Security and Quality Standards
2GO’s fleet, comprising of the SuperFerries, Cebu Ferries and 2GO freighters, was formerly managed by Aboitiz
Jebsen Bulk Transport Corporation (ABOJEB), an international ship management company. On October 15, 2011, the
Ship Management Division (SMD) of the registrant’s parent company, NENACO, took over the ship, crewing and
purchasing management as well as the ship cost accounting and fuel management of the whole 2GO fleet from
ABOJEB.
NENACO, as a ship management company is certified as compliant with the International Safety Management Code
(ISM) administered by the Maritime Industry Authority (MARINA) and the National Security Programme for Sea
Transport and Maritime Infrastructure (NSPSTMI), an International Ship and Port Security Code (ISPS) certification
administered by the Office for Transport Security. NENACO maintains the 2GO fleet to international standards of
safety, security and seaworthiness. NENACO ensures each ship of 2GO is manned with qualified, certified, medically
fit and suitably experienced seafarers and qualified and competent shore-based staff to support the quality, safe,
secure and efficient operation of vessels.
NENACO ensures that the entire 2GO fleet has to undergo a periodic ISM, NSPSTMI/ISPS external audits conducted
by the authorities to ensure continuous improvement of safety, security and quality on board. The ISM and ISPS codes
are International Maritime Organization (IMO) initiated mandatory requirement for all companies that operate ships.
The ISM’s objectives are to prevent maritime accidents, provide competent crews, emergency preparedness, ensure a
planned maintenance system and protection of the environment while the ISPS Code ensures that security threats are
recognized and security breaches are prevented.
2GO and NENACO believe that appropriate training for the vessel officers, crew and shore-based personnel is vitally
important. VIDEOTEL, the world’s leading producer and provider of high quality marine training programs, has been
the partner of NENACO for the past 3 years for implementing structured and tailor-made training programs.
2GO and NENACO added competent shore-based personnel, sent most of the Technical Superintendents to GL
(Germanisher Lloyd) Academy to undertake a rigid Superintendents Training Course and reorganized to meet the
demands of managing a bigger fleet.
9
Moreover, 2GO and NENACO will start to implement on 2012 the BASSNET Fleet Management System, an integrated
software suite-based on modern technology covering all the main areas of maritime operations.
Customers
The Company has a wide customer base that includes manufacturers of consumer goods and finished products,
traders of commercial, industrial and agricultural goods as well as the general public. The Company monitors its top 50
customers. No single customer accounts for 20% or more of the Company’s freight revenue.
Purchases of Materials, Parts and Supplies
Materials, parts and supplies are obtained mostly from local suppliers at competitive rates. Fuel and lubes, the biggest
operating expense of the Company is purchased from a major fuel provider.
Selected Major Suppliers of the Registrant:
Items/Services Supplied
Major Supplier

Fuel, diesel and lubricants
1.
2.
3.
4.
Petrilliam Blac Corporation
Promethium Marketing Co.
Chevron Phils., Inc.
Petron Corp.

Vessel repair and drydocking
1. Subic Shipyard
2. Keppel Philippines Marine Inc.

Stevedoring and Arrastre
1. Asian Terminal Inc.

Insurance
1. Pioneer Insurance and Surety Corp.
2. Steamship Mutual Management (Bermuda) Limited
3. Philippine Charter Insurance Corporation
Contract for Distribution and Repair and General Services
2GO also contracts with more than 20 major trucking, forwarding and container repair companies in the Philippines,
including affiliated companies, to provide door to door, door to pier, pier to door distribution services required by its
customers, as well as stevedoring and arrastre services. These contracts are conducted on an arms-length basis.
The Company’s passenger ticketing and cargo booking are principally conducted through its network of branches and
sales agents, most of which are situated at ports served by the Company. In addition, independent agencies/outlets
are also maintained in urbanized areas such as Manila, Cebu, and Cagayan de Oro.
These Agencies and Outlets are covered by Agency Contracts renewable annually, subject to certain conditions.
Contracts with affiliated companies for agency and general services are conducted on an arms-length basis.
General service contracts include contracts with engineering, repair and service companies, independent
concessionaires, and janitorial service providers.
Patents, Trademarks, Copyrights, Licenses, Franchises, Concessions and Royalty Agreement held
2GO’s vessels are duly registered with MARINA and subjected to regular survey and ISM audit to ascertain its
adherence to vessel and manning safety standards. The company is the holder of several Certificates of Public
Convenience (CPC), Provisional Authority (PA) and Special Permit (SP) issued by MARINA to service domestic ports
of call.
Related Party Transactions
Related party transactions with both customers and suppliers are discussed in the Note 24 to Consolidated Financial
Statements.
10
Employees
2GO has a complement of 1,005 employees as of December 31, 2011, of which, 824 are regular, 48 are probationary,
and 133 are contractual.
The Company is not unionized. It has a Labor Management Council (LMC) that is a member of the Philippine
Association of Labor Management Council, wherein the labor and the management work hand in hand to accomplish
certain goals using mutually acceptable means. With this council, labor and management representatives discuss and
decide on issues of equal concern to both parties. They are social partners sharing a common interest in the success
and growth of the enterprise and the economy. LMC aims to promote harmony among all the 2GO employees, the
officers, staff and other employees of the Company and to establish an equally beneficial relationship.
2GO’s LMC holds a regular yearly convention to bring all chairmen and representatives to a forum with the principals
and officers of the Company. The convention seeks to promulgate resolutions most of which are economic demands
from the Labor sector and management; address all other concerns and issues; amend the charter; and to hold
elections for the officers of the national LMC.
The establishment of the LMC in September 23, 1986 has given rise to more benefits and privileges to the employees.
More significantly the merging of three of the most prominent and well respected shipping lines in the country has seen
a dramatic improvement in terms of employee benefits and privileges far better than any other company in the industry
offers. This includes among others, medical allowances, group hospitalization plan, educational assistance for qualified
dependents, mortuary assistance and privilege pass for employees and their immediate family members.
Government Regulations
The MARINA through Memorandum Circular No. 79 requires all owners/operators of inter-island vessels engaged in
Public Transport Service to secure a certificate of accreditation of domestic shipping enterprise / entities from the
Authority before they can provide a water transport service.
The Circular is intended to foster standards for domestic shipping operations in order to protect public interest and to
generate vital information that will enable MARINA to effectively supervise, regulate and rationalize the organizational
movement, ownership and operation of all inter-island water transport utilities, and consequently, to prevent the
proliferation of incompetent, inefficient, unreliable and fly-by-night operators.
Accreditation serves as a prerequisite to the granting of franchises for individual vessel operations. 2GO vessels have
been issued Certificates of Public Convenience/Provisional Authorities to operate in specified routes.
Research and Development Activities
Research and development (R&D) are the company’s activities to discover and create new lines of services and/or
make major improvements on the existing ones. During the year, the Company allocated and spent reasonable
amount on R&D activities. This is consistent with the Company's strategy to focus its efforts on developing and
maintaining its existing value-added businesses where it believes much of its future will lie.
Costs and Effects of Compliance with Environmental Laws
With regard to environmental laws, 2GO follows the regulations embodied in the International Convention for the
Prevention of Pollution from Ships, 1973, as modified by the protocol of 1978 (MARPOL 73/78). The said Convention
includes regulations aimed at preventing and minimizing pollution from ships - both accidental pollution and that from
routine operations - and currently includes, among others, Regulations for the Prevention of Pollution by Oil,
Prevention of Pollution by Harmful Substances Carried by Sea in Packaged Form, Prevention of Pollution by Garbage
from Ships to which the Company observes. During the year, the Company incurred less than a million to comply with
these rules and regulations.
The existing government regulations are intended to achieve the goal of the government to develop the country’s
water transport system. The goal is to provide adequate, safe, efficient, economical and shipping services that are at
par with the world’s best that will cater to the transport requirements of a growing national economy and for regional
development.
11
Major Risks Involved in the Business of 2GO and its Subsidiaries
Major risks involved in the business of 2GO and its subsidiaries are discussed under Part IV-Corporate Governance
in pages 39-40.
SIGNIFICANT SUBSIDIARIES OF 2GO
1. 2GO Express, Inc.
Business Development
2GO Express (formerly ATS Express, Inc.; formerly Aboitiz One, Inc.) was incorporated on July 20, 1978. It is 100%
owned by 2GO. It is in the business of offering supply chain solutions in accordance with customers’ needs. 2GO
Express’ operation is supported by a logistical backbone which comprises delivery vans, motorcycles, trucks and
vans, refrigerated trucks and vans, prime movers and trailers. The company has more than 237 retail outlets and
agents at various strategic locations nationwide, providing customers easy access and convenience.
Through 2GO Express’ subsidiaries, it offers a whole range of 2GO supply chain solutions. Supply chain solutions
include warehousing services, transport and logistics, sales and merchandising and trade marketing.
2GO Express’ Subsidiaries
Hapag-Lloyd Philippines, Inc. (HLP)
HLP was incorporated on April 23, 1992. It is 85% owned by 2GO Express.
It is in the business of acting as an agent of Hapag-Lloyd AG, a global shipping container line engaged in
global door-to-door container transport. Hapag-Lloyd AG provides global shipping services to major trade
lanes such as Europe, Asia, North America, Canada, the Middle East and the South American East Coast.
Hansa Meyer-ATS Projects, Inc. (HATS)
HATS, formerly Aboitiz Projects TS Corporation, was incorporated on August 5, 1996. It is 50% owned by
2GO Express.
It is in the business of project cargo transportation and management, which involves the haulage and
transportation of heavy and bulk-sized equipment such as those used in mining, power plants and
telecommunication infrastructure.
It is a joint venture between 2GO Express and Hansa Meyer Global Transport Pte. Ltd., a transportation
company headquartered in Germany specializing in project transport logistics and engineering project
management consultancy.
2GO Logistics, Inc.
2GO Logistics (formerly ATS Distribution, Inc.; formerly Aboitiz One Distribution, Inc.) was incorporated on
January 10, 2008. It is 100% owned by 2GO Express.
It is in business of providing complete supply chain management. It has two (2) state-of-the-art warehouses Edan warehouse –
6,500 pallet positions
Elisco warehouse – 30,148 pallet positions
rd
With the completion of its 3 warehouse, the said warehouse capacity increased by approximately 56,000
pallets and the same was being sub-leased.
ScanAsia Overseas Inc. (SOI)
SOI was incorporated on September 13, 1985. The 100%-purchase of SOI in June 2008 completes 2GO’s
portfolio for a full supply chain solutions provider.
12
It is in the business of sales, marketing, warehousing and transportation of temperature-controlled and
ambient food products to its customers in the Philippines. It is the Philippines’ premier chilled distributor
carrying approximately 80% of the products in the chiller section in any supermarket today. SOI has
nationwide coverage for both retail and foodservice segments. SOI is considered as brand builders vs.
regular trading companies.
Kerry – ATS Logistics Inc. (KALI)
KALI was incorporated on March 30, 2009. It is 49% owned by 2GO Express thru KLN Logistics Holdings
Philippines, Inc.
It is in the business that aims to offer innovative, cost effective and reliable services on international air and
sea freight and cargo forwarding, cargo consolidation, as a project cargo and break bulk agent, warehousing
and distribution, trucking and door-to-door delivery. With the global clout of KLN and the domestic dominance
of 2GO, KALI is poised to provide better service to its clients.
WRR Trucking Corporation (WTC)
WTC was incorporated on March 25, 2008. It is 100% owned by 2GO Express.
It is in the business of providing and engaging in the business of transportation, hauling or forwarding of
cargo, freight, merchandise, chassis, goods and other articles within the lawful commerce of men by means
of trucks, automobiles, container vans and rail and to do such other acts and things to transact all business
directly or indirectly incidental or conducive to the prosecution of such business.
Participation in Bankruptcy, Receivership or Similar Proceedings
Neither 2GO Express nor any of its subsidiaries has ever been the subject of any bankruptcy, receivership or similar
proceedings.
Merger or Purchase of Significant Amount of Assets Not in the Ordinary Course of Business
In December 2004, 2GO Express acquired additional 12.59%, 15.55% and 9.50% ownership interest in shares of
stock of Aboitiz Logistics, Inc. (ALI), HLP and APTSC (now Hansa Meyer-ATS Projects, Inc.). Further, in October
2006, 2GO Express acquired additional 809,782 common shares or 5.71% from Mr. Edelino Medina in ALI, thus
resulting to a 100% ownership of 2GO Express.
In March 2007, the respective Boards of the then Aboitiz One, Inc. and ALI approved the merging of the two entities
with the former being the surviving entity. The actual merger was effected mid of 2007.
In July 2007, the 2GO Express’ Board approved the acquisition of additional 50% of the outstanding capital stock of
each of RVSI and Refrigerated Transport Services, Inc. (RTSI) making 2GO Express the 100% owner of both
companies. However, in September 2008, RTSI was sold to Mr. Ed Medina.
In June 2008, the 2GO Express Board approved the acquisition of SOI to complement its existing services and
provide a full range of supply chain solutions.
In August 2009, 2GO Express formed a joint venture with Kerry Logistics Network Limited of Hong Kong (KLN) for the
international freight forwarding business. KLN is the leading Asia-based provider of logistics services and supply chain
solutions. It operates in over 300 cities globally, 23 countries worldwide and serve over 127 cities throughout
Mainland China.
Further, in June 2010, SEC approved the declaration of RVSI as property dividend by 2GO Express to 2GO Group,
Inc. However, effective September 2010, RVSI was consequently merged by way of a statutory merger to 2GO
Group, Inc.
Competition
As a full supply chain service provider, 2GO Express does not have any competitor that can offer the same breadth of
services. However, 2GO Express has different competitors on the various components of its portfolio. And, some of
2GO Express’ competitors are also its customers.
13
Principal Suppliers
2GO Express loads with SuperFerry vessels of 2GO and with Cebu Pacific Air to transport cargoes by sea and air,
respectively. Some of its major truckers include Northern Luzon Trucking and Sun-Gold Forwarding Corp. Other
suppliers include Shell, Petron, and Zenshin.
2GO Express manages a pool of suppliers, mainly small to medium entrepreneurs:
Truckers
• Operate-To-Own – a scheme provided to entrepreneur aspirants, where both parties undergo a contract that 2GO
Express will provide the vehicle under certain terms and conditions and the courier will own it after a defined period.
• Sub-Contracted Truckers – small to medium truckers are outsourced either on a lock-in scheme or variable trip basis
per day.
Agents
2GO Express’ retail outlets are also composed of agents who accept documents, cargo and money for outbound
transactions, and deliver the same for inbound transactions. They are paid on commission scheme or fix fee per day
depending on the type of product, volume handled, and geographic location. Aside from commission, agents are
supported through advertising and promotional activities to direct customers to their outlets. Incentive schemes are
also in place to encourage sales and compliance to operating policies and procedures.
Outsourced Functions
Certain functions are outsourced to third parties and are being paid either per piece, per head, per man-hour or fix fee
depending on the type of activity. The objective is to focus on business units’ core competencies.
Service level agreements are drawn for each supplier. Regular performance reviews or evaluations are conducted in
order to ensure compliance and adherence to the contract as well as to all policies and procedures set.
2GO Express looks at its suppliers as partners, with a joint commitment that as it grows its business, it also grows
theirs.
Customer
2GO Express and its subsidiaries’ primary customers are manufacturers of high-value, fast moving consumer goods,
electronics and telecommunication companies who recognize the need to outsource parts of or their entire supply
chain. They are open to integrate, collaborate, and share information.
Currently, the industries that fall as our secondary customers are pharmaceuticals, branded apparels, automobiles,
retailers, distributors and financial institutions.
Transactions With and/or Dependence on Related Parties
Services to and from related parties consist mostly of cargo freight, handling and hauling, and management services
which are made at normal market price.
Effect of Existing or Probable Governmental Regulations
The passage of Republic Act 9337 last May 24, 2005 has abolished the franchise tax of 2GO Express. It is now
subject to the corporate income tax.
2. The Supercat Fast Ferry Corporation (SFFC)
SFFC was incorporated on June 20, 2001. It is 100% owned by 2GO.
It is in the business of providing fast craft passenger services under the “Supercat” brand name. At present, SFFC
operates eight (8) fast craft vessels with a total gross weight of 1,813 tons and a total passage capacity of 2,305
passengers. Its vessels service the ports of Cebu, Ormoc, Tagbilaran, Bacolod, Iloilo, Batangas and Calapan.
14
3. NN-ATS Logistics Management & Holding Co., Inc. (NALMHCI)
NALMHCI was organized and incorporated on November 22, 2011. It is a wholly-owned subsidiary of 2GO. The
purpose of NALMHCI is primarily to act as managing agents, local agents or representatives of (i) subsidiaries and
affiliates engaged in logistics activities, (ii) corporations, (iii) partnerships, (iv) agencies, (v) associations, (vi)
enterprises, (vii) establishments, (viii) institutions, private or governmental, domestic or foreign, except the
management of funds, portfolios, or other similar assets of the managed entities; and to undertake, organize, form,
promote, develop or establish businesses, and all forms of enterprises, whether here or abroad, as are necessary,
suitable, or convenient to be undertaken, organized, formed, promoted, developed or established to carry out, directly
or indirectly, the purposes and interests or to enhance the businesses or to render more valuable or profitable any of
its rights, properties, interests or enterprises.
NALMHCI is the holding company of the following companies with its percentage ownership:
Company Name
(1)
J & A Services Corporation
(1, 2)
Red.Dot Corporation
(3)
Super Terminal Inc.
Supersail Services Inc.
North Harbor Tugs Corporation
Sungold Forwarding Corporation
(1)
(2)
(3)
Acronym
J&A
RDC
STI
SSI
NHTC
SFC
% Ownership
80.0
80.0
50.0
100.0
58.9
51.1
The Company directly owns the remaining 20% ownership in J&A and RDC
RDC was incorporated on October 3, 2009 and started its commercial operations on February
1, 2010
NALMHCI has control over STI since it has the power to cast the majority of votes at the BOD’s
meeting and the power to govern the financial and reporting policies of STI
4. Special Container and Value Added Services, Inc. (SCVASI)
SCVASI was formed and organized on March 8, 2012. It is a wholly-owned subsidiary of the registrant. It has a
primary purpose of engaging in domestic and/or international business of transporting any and all kinds of goods and
cargoes, by sea, air and land, functioning as non-vessel operating common carrier, engaging in cargo forwarding
including acting as cargo consolidator and break-bulk agent, and courier for mails, letters, pouches, other cargoes and
personal effects of any and all kinds, types and nature.
Item 2. Properties
2GO
Vessels
As of December 31, 2011, 2GO and its subsidiaries have a total fleet of 29 operating vessels, of which 19 are
company-owned ships. The fleet consists of 8 fast crafts, 12 RoRo/Pax vessels (of which 3 vessels are time
chartered from its parent company, NENACO), and 9 freighters (of which 3 are also time chartered from its parent
company and 4 from MCCP).
The Company’s vessel fleet has a combined Gross Registered Tonnage of approximately 204,140 metric tons, total
passenger capacity of approximately 20,360 passengers and aggregate cargo capacity of approximately 6,059 twentyfoot equivalent units (TEUs).
Currently, 2GO operates 9 RoRo/Pax vessels calling on Manila as their homeport. These vessels are larger coastwise
vessels that sail from Luzon to Visayas and Mindanao. Further, 2GO operates 3 medium-sized vessels, the Cebu
Ferries, operating in the Visayas and Mindanao routes and with Cebu as their homeport. The 8 fast craft passenger
vessels, on the other hand, are smaller fast crafts that ply on short distances. The Company also operates 5 purelycargo vessels to fully complement its freight business.
15
Land, Buildings and Warehouses
The Company owns several pieces of land and a number of buildings and warehouses. These are used in the normal
course of business. For details of their locations, please refer to Schedules E.1 and E.2.
Insurance Coverage
The 2GO vessels are appropriately supported by the top Marine Insurance players throughout the world. The Hull and
Machinery insurance, which insures physical damage to the ships, is being underwritten by reputable local and foreign
insurers and is fronted by Pioneer Insurance. Likewise, the War & Strikes cover which protects the vessels against
war and war-like operations is insured through Pioneer Insurance.
The Protection and Indemnity (P&I) Insurance covering the legal liabilities of the shipowners such as but not limited to
pollution, wreck removal and damages to fixed and floating objects is placed with The Steamship Mutual Underwriting
Association (Bermuda) Ltd.
The Marine Cargo insurance covering claims arising from losses and damages to cargoes is placed with Philippine
Charter Insurance Corporation and Chartis Insurance Philippines, Inc (formerly Philam Insurance Co., Inc) whilst the
insurance cover specifically tailored to protect Bangko Sentral ng Pilipinas (BSP) shipments is fronted by Pioneer
Insurance.
The Commercial General Liability of all the Company's owned, affiliated and associated offices are fully insured by
Oriental Assurance Corporation.
Furthermore, all passengers boarding any 2GO vessels are secured against injuries and/or loss of life with Philippine
Charter Insurance Corporation. On the other hand, members of the technical crew of the 2GO vessels are insured with
Philippine Charter Insurance Corporation.
The land-based employees, on the other hand, are covered by Chartis Insurance Philippines, Inc.
The rest of the Company's properties nationwide, including the containers vans & the container handling equipment
are likewise fully covered with insurance policies issued by respectable insurance companies in the country.
Container Yard and Warehousing Facilities
The Company has one of the most extensive networks of container yards and warehousing facilities nationwide.
Most of the Company’s container yards have been cemented, whether in whole or in part, to achieve greater efficiency
in terminal operations, allow for shorter turnaround time in port, greater utilization in stacking of containers and lower
repair and maintenance costs for the operating equipment used at the container yards.
The Company also has sufficient warehouse space. Warehouses are either owned or leased by the Company. The
Company’s warehouse network consists of warehouses at Bacolod, Butuan, Cebu, Davao, Dumaguete, General
Santos, Iligan, Iloilo, Ozamis, Zamboanga and Manila.
Containers and Other Equipment
2GO owns and leases a variety of containers and other equipment of various types and sizes for use in its cargo
operations including forklift, top loaders, yard tractors and trailers or chassis. Master lease agreements entitle the
Company to use the containers in exchange for a per diem rate for the duration of the lease. Lease purchase
agreements allow the Company to use the containers for a specified number of years while it continues to pay the
lessor a fixed per diem rate and gives the Company the option to acquire the containers at the end of the lease.
Installment purchase agreements allow the Company to pay the full purchase price of the containers by installments in
accordance to a fixed schedule.
Containers under capital leases as of December 31, 2011 are shown under the “Property and Equipment” account in
Note 14 of the consolidated financial statements.
16
Liens and Encumbrances
Detailed discussion as regards the mortgage, liens and encumbrance over the properties of the registrant are
disclosed under Note 20 of the consolidated financial statements.
2GO EXPRESS
Leases
Major leases of 2GO Express include rental offices, outlets and warehouses nationwide. The lease contracts for its
outlets nationwide are renewable every year.
Item 3. Legal Proceedings
There are certain legal cases filed against 2GO and its subsidiaries in the normal course of business. Management
and its legal counsel believe that they have substantial legal and factual bases for their position and are of the opinion
that losses arising from these cases, if any, will not have a material adverse impact on the consolidated financial
statements.
Item 4. Submission of Matters to a Vote of Security Holders
Nothing was submitted during the fourth quarter of the fiscal year covered by this report to a vote of security holders,
through the solicitation of proxies or otherwise.
PART II - OPERATIONAL AND FINANCIAL INFORMATION
Item 5.
A.
Market Price of and Dividends on Registrant’s Common Equity and Related Stockholder Matter.
Market Information
The Common Stock of the Corporation is listed at the Philippine Stock Exchange. As of latest market date, April 30,
2012, the market price of the Company’s common stock is P2.08 per share.
Below is the range of high and low bid information for the Company’s common equity for each quarter within the last
two fiscal years and any subsequent interim period:
High
Low
2012
First Quarter
P
= 4.72
P
= 1.33
2011
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
P
= 1.95
1.94
1.90
1.48
P
= 1.77
1.61
1.20
1.33
2010
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
P
= 1.18
1.16
1.34
1.18
P
= 1.02
1.08
1.16
1.12
17
B.
Stockholders
The number of common shareholders of record as of April 30, 2012 is 1,974. The top 20 common stockholders as of
April 30, 2012 are as follows:
No.
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
Name
Negros Navigation Co., Inc.
PCD Nominee Corporation (Filipino)
Union Properties, Inc.
Abacus Securities Corporation
Santiago Tanchan III
Constantine Tanchan
PCD Nominee Corporation (Foreign)
Harrison Abella Ong
Ramon Rivero
Fast Cargo Transport Corp.
Union Bank of the Philippines
Philips Multiemployer Retirement Plan
Prudential Guarantee & Ass Inc.
AMA Rural Bank of Mandaluyong, Inc.
Alexander J. Tanchan
Ramon R. Rivero
Elizabeth Chiu
Iker Aboitiz
Lilian S. Lim
Frederick Ong Jr.
No. of Shares Held
2,400,141,991
18,170,024
1,578,125
1,530,000
1,262,500
1,262,500
1,144,676
890,062
757,500
744,875
744,875
631,250
458,287
441,875
430,260
404,000
378,750
372,389
315,625
311,496
% to Total
98.12%
0.74%
0.06%
0.06%
0.05%
0.05%
0.05%
0.04%
0.03%
0.03%
0.03%
0.03%
0.02%
0.02%
0.02%
0.02%
0.02%
0.02%
0.01%
0.01%
As of March 31, 2012, the total number of shares owned by the public is equivalent to 48,872,177 shares or equivalent
to 1.99%.
C.
Dividends Declaration
On December 01, 2010, the Board approved the declaration of a special cash dividend equivalent to P0.15 per share
to all 2GO stockholders of record as of December 15, 2010. The special cash dividend represents the sales proceeds
of the Aboitiz Jebsen companies net of taxes and other related costs. Dividends were paid last January 12, 2011.
Further, there were no dividends declared during the year 2009 as well as the year 2011.
Item 6.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Fiscal Year 2011 vs. 2010
Consolidated Income Statements
Consolidated revenues increased by P1.4 billion compared to the previous year to reach P13.0 billion from P11.6
billion. Both shipping and supply chain revenues went up during the year, contributing 14% and 9% increase in
revenues respectively. The increase in revenues can be attributed to a large extent to business rationalization with
the integration of its operations with its parent company, NENACO. In terms of revenue mix, the shipping business
accounts for 60% while supply chain accounts for 40% of the total revenues.
Freight revenue jumped 7% against last year from P5.3 billion to P5.7 billion in 2011 resulting from higher average
price. Passage revenue, on the other hand, grew 9% from P2.2 billion in 2010 to P2.4 billion in 2011. The increase in
passage revenue is attributed to the combined increase in passenger volume and average price which both increased
by 5% during the year.
Revenues from supply chain also went up during the year, contributing P411.6 million additional revenues against last
year as it continues to grow the trading business due to a rise in the number of principals.
18
Total costs and expenses amounted to P13.3 billion, 9% or P1.1 billion higher than P12.2 billion in 2010. The increase
is largely attributable to higher operating expenses, which jumped 15% against last year mainly due to higher fuel
expense and outside services. Fuel, oil and lubricants soared 22% or P636.7 million during the year resulting from
higher fuel prices. In 2011, the average fuel prices went up by more than 18%, or P4.32 per liter compared to 2010.
However, the Company has implemented freight rate increases during the year to lessen the negative impact to its
margins.
The Company’s vessel fleet comprising of the SuperFerries, Cebu Ferries and 2GO freighters was managed by Aboitiz
Jebsen Bulk Transport Corporation (ABOJEB) and the management cost was included in outside services under
operating expenses. However, on October 15, 2011, the Ship Management Division (SMD) of the registrant’s parent
company, NENACO, took over the ship, crewing and purchasing management as well as the ship cost accounting and
fuel management of the whole vessel fleet from ABOJEB.
The expanding trading business contributed to higher cost of goods sold which increased 18% or P394.9 million
compared to 2010. On the other hand, the Group was able to cut down overhead expenses by a huge 30% or P442.4
million against last year mainly due to lower personnel costs and outside services. During the year, the Group
streamlined its manpower and rationalized its costs with the integration of its business operations with NENACO.
In 2011, the Company recognized impairment loss on assets held for sale amounting to P223.6 million for 2GO1 and
2GO2 vessels, as a result of the Company’s integration with NENACO and vessels’ route rationalization. Finance
costs of P407.5 million were substantially higher versus last year from increased interest bearing loans.
2GO registered P634.3 million net loss attributable to holders of the Parent Company (P625.6 million excluding
minority shareholders).
Income before income tax is up 47% or P714.0 million against last year. This is the result of the various synergy
initiatives undertaken by the Company which are now slowly coming into fruition as demonstrated by the overhead
cost reduction of over 30% compared to last year.
Earnings per Share
Earnings per share is computed by dividing Net Income Attributable to Equity Holders of the Parent over weighted
average number of common shares outstanding for the year. Earnings per share for 2011 stood at (P0.26)/share
compared to (P0.33)/share in 2010.
19
In Millions Pesos
CONTINUING OPERATIONS
REVENUES
Freight
Passage
Sale of goods
Service fees
Food and beverage
Others
COSTS AND EXPENSES
Operating
Terminal
Cost of goods s old
Overhead
OTHER INCOME (CHARGES)
Impairment loss on goodwill, property and
equipment and assets held for sale
Equity in net earnings (los ses) of as sociates
Interest and financing charges
Others - net
INCOME (LOSS) BEFORE INTEGRATION COSTS
INTEGRATION COSTS
INCOME (LOSS) BEFORE INCOME TAX FROM
CONTINUING OPERATIONS
PROVISION FOR (BENEFIT FROM)
INCOME TAX
NET INCOME (LOSS) FROM CONTINUING
OPERATIONS
NET INCOME FROM DISCONTINUED
OPERATIONS
NET INCOME (LOSS)
Years Ended December 31
2011
2010
2009
Variance
'11 vs '10
%
% to Revenues
2011
2010
5,678
2,384
3,029
1,251
260
369
12,971
5,326
2,179
2,566
1,064
160
316
11,611
5,256
2,238
1,735
813
469
10,510
352
205
463
188
100
53
1,360
7%
9%
18%
18%
63%
17%
12%
44%
18%
23%
10%
2%
3%
100%
46%
19%
22%
9%
1%
3%
100%
8,192
1,495
2,602
1,034
13,323
7,093
1,474
2,207
1,476
12,250
5,832
1,381
1,461
1,449
10,123
1,099
21
395
(442)
1,073
15%
1%
18%
-30%
9%
63%
12%
20%
8%
103%
61%
13%
19%
13%
106%
(224)
(15)
(407)
300
(346)
(698)
(123)
(779)
40
(228)
71
(896)
(1,535)
-
57
(74)
309
292
679
-
-2%
0%
-3%
2%
-3%
-5%
-1%
-7%
0%
-2%
1%
-8%
-13%
0%
(821)
(1,535)
679
714
47%
-6%
-13%
(195)
(421)
167
226
54%
-2%
-4%
(626)
(1,114)
512
488
44%
-5%
-10%
(626)
359
(755)
111
623
0%
-5%
3%
-7%
555 71%
(55) -136%
(179) -78%
229 324%
550 61%
837 55%
(123)
N/A
(359) -100%
129 17%
Consolidated Balance Sheets
Consolidated assets of 2GO stood at P12.1 billion as of December 31, 2011, posting a 4% or P443.3 million reduction
from P12.6 billion as of December 31, 2010. The decrease is largely attributable to the reduction in property and
equipment, which reduced by 25% from P6.2 billion in 2010 to P4.6 billion as of end of 2011. During the year, the
Company sold one (1) RoPax vessel for net cash proceeds of P103.7 million that resulted to a gain from sale
amounting to P4.6 million. The Group also disposed certain property and equipment which includes vessel parts,
containers, freight equipment, and transportation and handling equipment for net proceeds of P58.2 million, resulting
to gain from sales of P6.8 million.
Total current assets jumped 22% from P4.8 billion to P5.9 billion as of December 31, 2011. The increase was mainly
attributed to the classification of five (5) of the Group’s existing vessels as assets held for sale with total carrying
values of P692.6 million, net of impairment losses. The management assessed that these vessels met the criteria as
assets held for the following reasons: (1) the related assets are available for immediate sale; (2) preliminary
negotiations with willing buyers were executed; and (3) the sale is expected to be completed within 12 months from
the end of reporting period.
The Group recognized deferred tax assets of P964.1 million as management believes that sufficient taxable profit will
be available in the near future against which the NOLCO can be utilized.
Total liabilities amounted to P8.8 billion, 2% higher against P8.6 billion as at December 31, 2010. In March 2011, the
Company’s P2.0 billion short-term debt was refinanced to long term loan and another P2.0 billion loan was used to
refinance the existing long-term debt of the Company as of 31 December 2010.
20
The total long-term debt amounted to P4.0 billion which consist of Series A and Series B Term Loans amounting to
P2.0 billion each. The interest on each of the Series A and Series B Term Loans is a combination of fixed and floating
rates. Fifty percent (50%) of the principal amount of each of the Series A Term Loan and Series B Term Loan,
respectively, have a fixed interest rate, and the remaining fifty percent (50%) have a quarterly floating annual interest
rate, provided, such floating interest rate shall have a minimum of 5.0% per annum. The principal of the loans is
subject to 16 quarterly amortizations which commenced at the end of the third quarter from the drawdown date until
March 2016.
Total Stockholders’ Equity decreased by 16% or P649.8 million to P3.3 billion from P3.9 billion as of December 31,
2010 mainly due to the net loss incurred for the year.
In Millions Pes os
ASSETS
Current Assets
Cash and cash equivalents
Trade and other receivables
Inventories
Other current assets
As sets held for sale
Total Current Assets
2011
Audited
906
2,898
407
996
5,208
693
5,901
2010 As
Res tated
805
2,523
564
952
4,844
4,844
Variance Inc/(Dec) % Change
102
375
(157)
45
364
693
1,057
13%
15%
-28%
5%
8%
100%
22%
21
In Millions Pesos
Noncurrent Assets
Property and equipment
Available-for-sale investments
Investments in associates
Investment property
Software development cos ts
Deferred tax assets - net
Goodwill
Other noncurrent assets
Total Noncurrent Assets
TOTAL ASSETS
LIABILITIES AND EQUITY
Current Liabilities
Loans payable
Trade and other payables
Income tax payable
Redeemable preferred shares
Current portions of:
Long-term debt
Obligations under finance lease
Noncurrent portion of long-term debt presented as current
Total Current Liabilities
Noncurrent Liabilities
Long-term debt - net of current portion
Obligations under finance lease - net of current portion
Accrued retirement benefits
Deferred tax liabilities - net
Redeemable preferred shares
Other noncurrent liabilities
Total Noncurrent Liabilities
Total Liabilities
Equity
Attributable to the equity holders of the Parent Company:
Share capital
Additional paid-in capital
Acquisitions of non-controlling interests
Excess of cost over net ass et value of investments
Unrealized gain on available-for-sale investments
Share in cumulative translation adjustments of associates
Retained earnings (deficit)
Treasury shares
Non-controlling interests
Total Equity
TOTAL LIABILITIES AND EQUITY
2011
Audited
2010 As
Restated
Variance Inc/(Dec) % Change
4,651
9
100
10
14
964
250
233
6,231
12,132
6,196
10
115
10
45
719
250
386
7,731
12,575
(1,545)
(1)
(15)
(31)
245
(153)
(1,500)
(443)
-25%
-5%
-13%
0%
-69%
34%
0%
-40%
-19%
-4%
1,215
3,432
6
26
1,993
4,543
-
(777)
(1,110)
6
26
-39%
-24%
N/A
N/A
786
30
5,495
197
8
1,783
8,523
589
22
(1,783)
(3,028)
300%
267%
-100%
-36%
3,178
92
52
0
8
3,331
8,826
37
20
4
23
12
96
8,619
3,178
54
32
(4)
(23)
(4)
3,234
207
N/A
145%
165%
-94%
-100%
-30%
3353%
2%
2,485
911
6
(11)
0
5
(50)
(59)
3,288
19
3,306
12,132
2,485
911
6
(9)
15
6
585
(59)
3,940
16
3,956
12,575
(2)
(15)
(1)
(634)
(652)
2
(650)
(443)
0%
0%
0%
23%
-98%
-11%
-109%
0%
-17%
13%
-16%
-4%
22
Material Changes (+/-5% or more) in the Financial Statements
Income Statement
11.7% higher total revenues due to:
 16.8% increase in other revenues
 61.9% increase in food and beverages
 18.0% increase in sale of goods
 17.6% increase in service fees
 9.4% increase in passage revenues
 6.6% increase in freight revenues
8.8% higher costs and expenses as a result of:
 17.9% higher cost of goods sold
 15.5% higher operating expenses; but
 30.0% lower overhead costs
Balance Sheet
3.5% lower total assets due to:
 69.4% decrease in software development costs
 39.8% decrease in non-current assets
 24.9% decrease in property and equipment
 13.2% decrease in investments in associates; but
 34.2% increase in deferred tax assets due to accumulated net loss
 21.8% increase in current assets
2.4% higher total liabilities due to increase in long-term debt, obligations under finance lease, pension liability,
redeemable preferred shares and other non-current liabilities offset by lower deferred tax liabilities
16.43% lower stockholders’ equity from lower retained earnings, unrealized gain of AFS investments and in
share in cumulative translation adjustment (CTA)
Consolidated Cash Flow Statements
Highlights:
In Millions Pes os
Net cas h flows from (used in) operating activities
Net cas h flows from (used in) investing activities
Net cas h flows from financing activities
NET INC (DEC) IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS,BEGINNING
CASH AND CASH EQUIVALENTS, END
Years Ended December 31
2011
2010
2009
(463)
619
1,034
225
(3,410)
(1,409)
340
2,500
378
102
(291)
3
805
1,096
1,093
906
805
1,096
Increase (Decrease)
'11 vs '10
'10 vs '09
(1,082)
(415)
3,635
(2,001)
(2,160)
2,122
393
(294)
(291)
3
102
(291)
The Group ended the year 2011 with P906.3 million cash balance, 13% or P101.6 million higher compared to 2010.
Net cash from operating activities was down 175% or P1.1 billion from P619.3 million the previous year as the Group
updated payment of its trade and other payables, including income taxes and creditable withholding taxes, totaling
P795.3 million.
Net cash generated from investing activities amounted to P224.6 million which were largely due to the sale of property
and equipment and investments in a subsidiary, partially offset by the capital expenditures of P398.0 spent in 2011 for
vessels’ capitalized drydocking and major repairs. During the year, the Company sold one (1) RoPax vessel for net
cash proceeds of P103.7 million. The Group also disposed certain property and equipment which includes vessel
parts, containers, freight equipment, and transportation and handling equipment for net proceeds of P58.2 million.
Also, in 2011, the Company collected the proceeds from the sale of its investments from the Jebsen Group of
Companies amounting to P399.9 million.
During the year, the Company was able to refinance both its short-term and long-term loans with Banco de Oro
Unibank, Inc. (BDO) by availing P4.0 billion term loans. Proceeds from the loans were mainly used to:
 refinance the P2 billion (in-default) corporate loan
 pay due portion of loans payable worth P1.7 billion
23
 pay interest for the year of P363.3 million
 pay dividend amounting to P366.0 million
 settle debt transaction costs and finance lease obligations of P48.9 million and P100.6 million,
respectively.
Fiscal Year 2010 versus 2009
Consolidated Income Statements
2GO, for the most part of 2010, operated on limited capacity as most of its fleet was on scheduled drydocking and
maintenance.
Consolidated revenues increased by P1.1 billion compared to the previous year to reach P11.6 billion. Revenue from
supply chain solutions, specifically trading, contributed to higher revenues overall. Local freight business also
registered an increase of 1%, contributing a total of P5.3 billion revenue in 2010. The market was being served by
chartering freighter vessels in the absence of its own vessels that were on drydock and maintenance. Freight
utilization reached 94% on SuperFerry vessels.
2GO has fully integrated its total supply chain solutions business, the objective of which is to provide a more seamless
solution to clients. Both Zoom in Packages (ZIP) and Reefer Van Specialists (RVSI) have been merged with ATS.
ZIP’s business focus is on full container load (FCL) and loose container load (LCL) cargo while RVSI focuses on the
cold chain business, which involves the transport of frozen and perishable goods. Merging these companies is seen to
result in cost efficiencies and better synergies and ultimately serving customers better.
Passenger business, inclusive of auxiliary revenues, reduced by P58.7 million or 3% to register at P2.18 billion
revenues from P2.24 billion in 2009. It was able to however, maximize its limited operating capacity by achieving load
factor of 79%.
Total costs and expenses reached P12.2 billion, 21% higher than 2009. This is largely brought about by higher fuel
expense as a result of rising average fuel prices. Given the uncertain fuel price behavior, 2GO continues to undertake
various initiatives to mitigate its negative impact including the use of less expensive type of fuel. Terminal expenses
increased due higher outside services costs. The expanding trading business also contributed to higher cost of sales.
2GO registered a P808.7 million Net Loss Attributable to Holders of the Parent Company. 2GO booked a one-time
Impairment loss on ships in operation of P778.8 million during the year. Finance costs of P228.8 million were
substantially higher versus last year from increased interest bearing loans. 2GO borrowed funds to finance the
purchase of three roll-on roll-off passenger vessels and two fast crafts. 2GO also benefited from deferred income tax
of P472.7 million.
In December 2010, 2GO principal shareholders, Aboitiz Equity Ventures, Inc. (AEV) and Aboitiz and Company (ACO),
sold their combined shareholdings of 93.2% in 2GO to Negros Navigation (NENACO) for a price of P1.8813 per share
or a total of P4.3 billion. The sale, however, excluded the Aboitiz Jebsen group of companies, which includes
international freight chartering, ship management and manpower businesses. The Company sold its 62.5% equity
stake in each of Aboitiz Jebsen Bulk Transport Corporation, Aboitiz Jebsen Manpower Solutions, Inc. and Jebsen
Maritime Inc. to AEV for a total price of P 355.9 million. It also sold its 50% equity stake in Jebsen Management (BVI)
Limited to AEV for P 44.0 million. Buyers AEV and ACO paid the full price last January 2011. 2GO recognized a net
gain of P213 million from this sale. During the period, 2GO recorded P305.4 million in net income from discontinued
operations generated from the Aboitiz Jebsen group.
Earnings per Share
Earnings per share is computed by dividing Net Income Attributable to Equity Holders of the Parent over weighted
average number of common shares outstanding for the year. Earnings per share for 2010 stood at (P0.33)/share. This
is lower versus 2009 because of the net loss generated for the year.
Consolidated Balance Sheets and Cash Flow Statements
The consolidated balance sheets as of December 31, 2010 were restated to reflect the balance sheets of its business
alliances.
24
As of December 31, 2010, consolidated assets of 2GO amounted to P12.6 billion, posting an 18% increase from
December 31, 2009 of P10.6 billion. Property and equipment registered a 29% increase from P4.8 billion to P6.2
billion from the acquisition of three ropax vessels and higher vessel refurbishments & improvements. Assets of the
company were being re-fleeted and modernized to increase operating efficiencies. Higher deferred income taxes from
P255.5 million to P719.0 million also contributed to the increase in overall assets or 181% and higher other noncurrent assets from P262.9 million to P386.1 million or 47%.
Total current assets are about the same in 2010, reducing marginally byP44.0 million or less than 1%. The decrease
was mainly attributed to lower cash and cash equivalents from P1.1 billion to P804.7 million. The P291.0 million
decrease was offset by higher freight receivables and non-trade receivables relating to the sale of the Aboitiz Jebsen
group of companies. Receivables from service fees and insurance and other claims however reflected a decrease as
of the period.
Total liabilities amounted to P8.6 billion, a 58% increase from 2009. Total interest bearing loans stood at P4.0 billion.
This is inclusive of the P2.0 billion five-year corporate fixed rate note facility issued last May to finance vessel
acquisitions and maintenance. Trade and other payables also registered higher than last year bought about by higher
accrued expenses and dividends payable. 2GO declared special cash dividends equivalent to P0.15 per share to all
stockholders on record as of December 15, 2010. The special cash dividend represents the sales proceeds of the
Aboitiz Jebsen companies, net of taxes and other related costs. The dividend payment was made on January 12,
2011.
Stockholders’ Equity decreased by 23% to P3.9 billion from P5.2 billion as of December 31, 2009 mainly due to lower
retained earnings brought about by the net loss for the period.
Cash Flow Statements
Total additions to property and equipment reached P3.7 billion mainly because of vessel acquisitions and drydocking
of five (5) vessels to ensure their future reliability. These expenditures were financed by long-term debt. Cash and
cash equivalents at the end of the period stood at P804.7 million.
Fiscal Year 2009 versus 2008
Consolidated Income Statements
2GO ended the year 2009 with net income attributable to equity holders of parent of P546.1 million, a 559%
improvement over just P82.8 million in 2008.
Consolidated revenues increased by P237.2 million, largely from the sale of goods and service fees.
In September 2009, 2GO lost a ship and the Maritime Industry Authority (MARINA) thereafter temporarily suspended
the remainder of its fleet. This greatly affected freight and passenger business. All vessels ultimately passed the
MARINA’s audit and inspection and were cleared for sailing shortly after the suspension. All 2GO vessels, their cargo
and passengers are fully insured to the extent mandated by law. Devastating typhoons, affecting overall operations
although 2GO responded with speed and resources, also plagued the last quarter of 2009.
Local freight business contributed P5.3 billion in revenues for the year 2009, a 3% or P148.3 million decreased from
the same period in 2008. Passenger business, inclusive of auxiliary revenues, reduced by P342.8 million or 13% to
register at P2.2 billion revenues from P2.6 billion in 2008.
On the other hand, 2GO’s overall value added business, inclusive of supply chain, jumped P709.3 million to reach
P2.5 billion in 2009. 2GO continues to build on this business with bright industry prospects.
Fuel costs and charter hire costs dropped in 2009 leading to a P353 million decline in operating expenses and 48%
improvement in earnings before interest, taxes, depreciation and amortization (EBITDA) to register at P1.4 billion in
2009.
Earnings per Share
Earnings per Share is computed by dividing Net Income Attributable to Equity Holders of the Parent Company over
weighted average number of common shares outstanding for the year. Earnings per share for 2009 stood at
P0.22/share. This is higher versus 2008 because of higher net income.
25
Consolidated Balance Sheets and Cash Flow Statements
On April 30, 2009, the principal stockholders of 2GO namely, AEV and ACO, received a firm and final advice from
KGLI-NM, that the proposed acquisition of 2GO shares will not come to fruition based on the terms agreed upon in the
Memorandum of Agreement signed on September 23, 2008. 2GO and NENACO however, agreed to continue to
explore service and process improvements for better margins and cost benefits to both companies.
As of December 31, 2009, consolidated assets of 2GO amounted to P10.6 billion, posting a 13% increase from
December 31, 2008 of P9.4 billion.
Total current assets reflected a 15% increase from P4.2 billion to P4.8 billion as of December 31, 2009. The increase
was mainly attributed to higher Non-trade receivables by P266.6 million directly related to the SuperFerry 9 incident
and higher Inventories such as materials, parts and supplies by P164.8 million.
2GO’s net Property and Equipment increased by P580.3 million. Assets of the company were being re-fleeted and
modernized to increase operating efficiencies. Slowly, 2GO is increasing its capacities after it sold vessels in the past
to capitalize on high market rates. In 2009, internally generated funds were used to purchase two freighters, two fast
crafts, and one roro-passenger vessel at very competitive rates. In addition to asset purchases, funds were also use
for the regular maintenance of its assets, including drydocking and vessel improvements.
Total liabilities amounted to P5.5 billion, a 13% increase from 2008. Total interest bearing debt was up by P100.1
million from P1.3 billion in 2008. 2GO continued to be committed in gearing towards a more solid financial position and
delivering positive cash flows.
Trade and other payables showed a P177.5 million or 5% addition from 2008 mainly from the increase in trade
payables.
Stockholders’ Equity likewise increased by 12% to P5.2 billion from P4.6 billion as of December 31, 2008 due to
higher net income of December 31, 2009.
Cash generated from operations amounted to P1.1 billion. Total capital expenditures for the period stood at P1.9
billion. Cash and cash equivalents at the end of the year was at P1.1 billion.
Material Changes (+/-5% or more) in the Financial Statements
Income Statements
2% higher total revenues due to:
 20% increase in service fees from higher warehousing revenue
 49% increase in sale of goods due to full year operation of Scanasia Overseas, Inc., (Scanasia) a supply
chain company acquired by 2GO Express, Inc. in June 2008
2% lower costs and expenses as a result of:
 6% lower operating expense primarily due to 34% lower fuel price, 19% lower food and subsistence,
41% lower sales concessions and 32 percent lower commissions
 27% lower terminal costs due to lower transshipment fees.
Balance Sheets
13% higher total assets due to:
 18% higher net receivable primarily due to increase in non-trade receivables.

52% increase of inventories because of higher merchandise inventory and higher materials, parts and
supplies of spare parts
 11% higher prepaid expenses
 328% higher investment in associates from MCCP’s improved results of operations and additional
investment with Kerry-ATS Logistics Inc. (KALI), the joint venture with Kerry Logistics Network of Hong
Kong or KLN
 14% higher property and equipment from additional vessels purchased.
68% higher loans payable from additional bank borrowings
12% higher stockholders’ equity from higher retained earnings
26
Key Performance Indicators (KPIs)
The following KPIs are used to evaluate the financial performance of 2GO and its subsidiaries:
a.
Revenues – 2GO revenues consist of shipping and supply chain revenues and they are recognized when the
related goods or services are delivered or rendered. Total Revenue in 2011 is P13.0 billion compared to P11.6
billion in 2010.
b.
Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA) - is calculated by adding back
interest expense, amortization and depreciation into income before income tax, excluding extraordinary gains or
losses. The Group’s EBITDA for 2011 is P1,027 million.
c.
Income before Income Tax (IBT) – is the earnings of the company before income tax expense. The loss before
income tax for 2011 is P820.9 million, 47% higher compared to P1.5 billion in 2010. 2GO reflected close to
P345.8 million other charges in 2011 brought about by the recognition of vessel impairment loss on ships in
operation and finance costs.
d.
Debt-to-Equity Ratio – is determined by dividing total liabilities over stockholders’ equity. 2GO’s debt-to-equity
ratio in 2011 is 2.67:1:00.
e.
Current ratio – is measured by dividing total current assets by total current liabilities. The Company’s current
ratio in 2011 is 1.07:1:00.
The following table shows comparative figures of the top five KPIs for 2011, 2010, and 2009 (amounts in millions
except for the financial ratios) based on the consolidated financial statements of 2GO and its subsidiaries:
2GO Group, Inc. and Subsidiaries
In Millions Pesos except Ratios
Revenues
EBITDA
IBT
Debt-to-Equity Ratio
Current Ratio
2011
12,971
1,027
(821)
2.67 : 1.00
1.07 : 1.00
2010
11,611
709
(1,535)
2.18 : 1.00
0.57 : 1.00
2009
10,510
1,621
679
1.06 : 1.00
0.89 : 1.00
2GO Express, Inc. and Subsidiaries
In Millions Pesos except Ratios
Revenues
EBITDA
IBT
Debt-to-Equity Ratio
Current Ratio
2011
5,182
537
32
3.91 : 1.00
0.97 : 1.00
2010
4,771
685
215
3.33 : 1.00
1.00 : 1.00
2009
4,044
809
191
3.93 : 1.00
0.94 : 1.00
Supercat Fast Ferry Corporation
In Millions Pesos except Ratios
Revenues
EBITDA
IBT
Debt-to-Equity Ratio
Current Ratio
2011
638
113
(22)
3.24 : 1.00
0.38 : 1.00
2010
591
166
27
2.31 : 1.00
0.39 : 1.00
2009
439
172
79
4.85 : 1.00
0.44 : 1.00
27
MCC Transport Philippines, Inc.
In Millions Pesos except Ratios
Revenues
EBITDA
IBT
Debt-to-Equity Ratio
Current Ratio
2011
955
24
(84)
8.79 : 1.00
1.10 : 1.00
2010
1,050
126
137
2.20 : 1.00
1.46 : 1.00
2009
966
197
195
6.31 : 1.00
1.17 : 1.00
Other Information
Other material events and uncertainties known to management that would address the past and would have an impact
on 2GO’s future operations are discussed below.
i. Total fuel/lubes expense is a major component of 2GO’s total costs and expenses. 2GO is constantly looking for
ways to reduce fuel consumption to lessen the impact of the increasing fuel prices on the bottom line.
ii. Except as disclosed in the management discussion and analysis and notes to the financial statements, there are
no other known events that will trigger direct or contingent financial obligation that is material to 2GO, including any
default or acceleration of an obligation. There are also no other known trends, events or uncertainties that have
had or that are reasonably expected to have a material favorable or unfavorable impact on revenues or income
from operations.
iii. All significant elements of income or loss from continuing operations are already discussed in the management
discussion and notes to financial statements. Likewise any significant elements of income or loss that did not arise
from 2GO’s continuing operations are disclosed either in the management discussion or notes to financial
statements.
iv. There is no material off-balance sheet transaction, arrangement, obligation, and other relationships of 2GO with
unconsolidated entities or other persons created during the reporting period.
v. Seasonal aspects of the business are considered in 2GO’s financial forecast.
vi. 2GO does not expect any liquidity or cash problem within the next twelve months. Capital expenditures are funded
through cash generated from operations and additional borrowings.
Outlook
With a stronger handle on costs and expenses today, the next focus is on top line revenues. We aim to continue
providing value added services at the lowest cost. Super Ferry vessels, with lower cost per slot can command higher
service margins from its frequency, speed, reliability and overall better service. The realization of the synergies
pursued with aggressiveness throughout 2011, is expected to be the fulcrum with which improvements in top line
revenues would provide healthier gross margins and bottom line figures in 2012. The consolidated entity has sets its
sights on aggressive targets and a strong passion for the Supply Chain business. Sales and business development
teams are now in the final stages of securing new account principals which can bring about unprecedented growth to
the Company on the Logistics business. This is completely in line with the vision of the senior leadership to transform
2GO, together with its parent company, NENACO, from a mere shipping company to a total logistic solutions package
to a wider clientele base, thus creating greater value to shareholders.
Item 7. Financial Statements
The consolidated financial statements and schedules listed in the accompanying Index to Financial Statements and
Supplementary Schedules are filed as part of this SEC Form 17-A.
The management is not aware of any significant or material events or transactions not included nor disclosed in the
consolidated financial statements in compliance with the SRC Rule 68.
28
Item 8. Information on Independent Accountant and Other Related Matters
The accounting firm of SGV & Co. (SGV) has been 2GO's Independent Public Accountant since year 1977. This is
reckoned to be the approximate date based on the available records. Representatives of SGV will be present during
the annual meeting and will be given the opportunity to make a statement if they so desire. They are also expected to
respond to appropriate questions if needed.
In August 2009, the Board of Directors of 2GO approved the consolidation of its Audit Committee to the newly created
Audit and Corporate Governance Committee. The incumbent members of the said Committee are: Mr. Francis C.
Chua as chairperson, Messrs. Patrick Ip, Mark E. Williams and Geoffrey M. Seeto as members, and Mr. Evan C.
McBride as ex-officio member.
At its regular board meeting on April 23, 2009, the Board of Directors approved a resolution to delegate to the Board of
Directors the authority to appoint the Company’s external auditors. The stockholders ratified the same resolution
during its annual stockholders meeting.
Further, in compliance with the SEC guidelines on the rotation of external auditors under SRC Rule 68, Paragraph
3(b)(iv), 2GO has already adopted and incorporated the said guidelines in its Code of Corporate Governance.
Moreover, the Registrant will also adopt and observe the two-year cooling of period in the re-engagement of the same
signing partner or individual auditor in compliance with the provisions under SRC Rule 68, Paragraph 3(b)(ix).
Ms. Josephine H. Estomo has been assigned as the signing partner of 2GO starting fiscal year 2011. She replaced
Mr. Ladislao Z. Avila Jr., who had been the signing partner since fiscal year 2006, in compliance with the five years
rotation requirement under SRC Rule 68, Paragraph 3(b)(iv).
(1) External Audit Fees and Services
Estimates for
December 31, 2012
Audit Fees
Audit-Related Fees
All Other Fees
TOTAL
P
1,000,000
P 1,000,000
Year ended December
31, 2011
P
Year ended
December 31, 2010
1,300,000
P 1,300,000
P
1,000,000
P 1,000,000
Audit Fees
This represents professional fees for financial assurance services rendered for the Company’s Annual Financial
Statements, review and opinion for SEC Annual Report.
Audit-Related Fees
This represents professional fees for technology and security risk services rendered by the external auditor in
connection with the Audit on Company’s Annual Financial Statements.
All Other Fees
This represents fees for services rendered in reviewing and issuing opinion with regards to the Company’s annual
reportorial requirement with Maritime Industry Authority (MARINA).
Audit services provided to the Company by external auditor, SGV, have been pre-approved by the Audit and
Corporate Governance Committee and recommended to the Board of Directors for approval. The Audit and Corporate
Governance Committee has reviewed the magnitude and nature of these services to ensure that they are compatible
with maintaining the independence of the external auditor.
(2) Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
There was no event in the past years where SGV and the Registrant had any disagreements with regard to any matter
relating to accounting principles or practices, financial statement disclosure or auditing scope or procedure.
29
PART III - CONTROL AND COMPENSATION INFORMATION
Item 9. Directors and Executive Officers of the Registrant
The names, ages, citizenship, position and offices held or will hold, and brief description of business experience during
the past 5 years (except those years stated otherwise) and other directorships held in reporting companies, including
name of each company, of all directors and executive officers are as follows:
DIRECTORS
Mr. Francis C. Chua, 61 years old, Filipino, has served as Chairman of the Board since July 2011 and as an
Independent Director of 2GO since January 2011. He is also the Chairman of the Board Audit and Corporate
Governance Committees. Mr. Chua also sits as the Chairman of the Board of NENACO since July 2011. His other
current positions include Honorary Consulate General of the Republic of Peru in Manila; President and Eminent
Adviser of the Philippine Chamber of Commerce and Industry; Chairman of the Philippine Chamber of Commerce and
Industry Foundation, CLMC Group of Companies, and Green Army Philippines Network Foundation; President of
DongFeng Automotive, Inc. and Philippine Satellite Corporation; Director of Philippine Stock Exchange, National Grid
Corporation of the Philippines, Bank of Commerce, Basic Energy, and Overseas Chinese University; and Trustee of
Xavier School Educational Trust Fund, and Adamson University. He graduated with a Bachelor of Science degree in
Industrial Engineering from the University of the Philippines.
Mr. Sulficio O. Tagud, Jr., 61 years old, Filipino, has served as the President and Chief Executive Officer and a
Director of 2GO since December 2010. Mr. Tagud is also the Chairman of the Compensation, Remuneration and
Nomination Committee of the Company. He has also served as the Chairman and President of KGLI-NM Holdings,
Inc. since July 2008; Chairman and Chief Executive Officer of NENACO since August 2004; and Chairman and CEO
of Negros Holdings & Management Corporation since December 2006. He graduated Class Valedictorian with a
Bachelor of Science degree in Business Administration, major in Economics (Magna Cum Laude) at Xavier University,
Cagayan De Oro City. He also completed his Masters in Industrial Economics at the Center for Research and
Communication in Manila, and Masters in Business Administration at the Ateneo de Manila University. He also
completed Real Estate Development Program at the Urban Land Institute at Washington, D.C., U.S.A.
Mr. Jeremias E. Cruzabra, 45 years old, Filipino, has served as Director since December 2010, Treasurer and
Chief Finance Officer since June 2011, and Corporate Information Officer since December 2011 of 2GO. He has
served also as the Chief Finance Officer of NENACO since April 2004; Chief Finance Officer and Board Director of
KGLI-NM Holdings, Inc. since July 2008; Court-Appointed Receiver of Selegna Holdings Corporation since November
2006; Chief Finance Officer (and later Trustee) of Sapphire Securities, Inc. (owned by the Brunei Investment Agency)
from 1997 to 1999. He started his career with SGV & Co. (a member company of Ernst & Young) from 1988 to 1992.
After SGV, Mr. Cruzabra held managerial/executive positions in several subsidiaries of Metro Pacific Corporation from
1992 to 1997. Mr. Cruzabra, who is a Certified Public Accountant, graduated with a Bachelor of Science degree in
Commerce, major in Accounting (Magna Cum Laude). He completed his Masters in Business Administration at
Murdoch University in Perth, Western Australia.
Amb. Raul Ch. Rabe, 71 years old, Filipino, has been an Independent Director of 2GO since December 2010. He is
also the Chairman of the Risk Management Committee. He has also served as a member of the Board of Directors of
KGLI-NM Holdings, Inc. since July 2008; Bancommerce Investment Corporation since 2007; PET Plans, Inc. since
2007; Vivant Corporation since 2002; Bank of Commerce since 2001; Corporate Secretary of Manila Economic and
Cultural Office since 2001, and of Counsel for Rodrigo, Berenguer and Guno since 1999. He graduated with a
Bachelor of Arts degree at the University of Santo Tomas, and Bachelor of Laws degree from the Ateneo de Manila
Law School. He also completed the Colombo Plan Scholarship on Diplomacy at the Australian Institute of Foreign
Service in Canberra, Australia.
Atty. Monico V. Jacob, 66 years old, Filipino, has served as an Independent Director of 2GO since December
2011. He also sits on the Board of NENACO as an Independent Member since December 2010. As a partner of the
Jacob & Jacob Law Firm, he has been involved in corporate recovery work including rehabilitation receiverships and
restructuring advisory in the following firms: The Uniwide Group of Companies, ASB Holdings, Inc., RAMCAR Group
of Companies, Atlantic Gulf and Pacific Company of Manila, Inc., Petrochemicals Corporation of Asia-Pacific, All Asia
Capital and Trust Corporation (now known as Advent Capital and Finance Corporation), Nasipit Lumber Company,
Inc. and NENACO. His current positions include: President and CEO of Systems Technology Institute, Inc. (STI),
Information and Communications Technology Academy, Inc., PhilPlans First, Inc., Philhealthcare, Inc., Banclife
Insurance Co. Inc., and JTH Davies Holdings, Inc.; Member of the Boards of Jollibee Foods, Inc., Advent Capital and
30
Finance Corp., Asian Life Financial Assurance, Asian Terminals, Inc., Mindanao Energy, Inc., Phoenix Petroleum
Philippines, Inc., De los Santos – STI College, De los Santos – STI Medical Center, Philippine Health Educators, Inc.,
and Anvaya Cove Beach and Nature Club; and Chairman of the Boards of Total Consolidated Asset Mgmt, Inc., and
Global Resource for Outsourced Workers, Inc. He received his Bachelor of Arts in Liberal Arts from Ateneo de Naga
and Bachelor of Laws from the Ateneo de Manila University.
Mr. Nelson T. Yap, 53 years old, Filipino, has served as Director of 2GO since December 2011. Mr. Yap has over
30 years of professional experience in public accounting, financial management, treasury, analysis, controls,
accounting, budgeting, tax planning and management reporting with a multinational insurance company, a Hong Kong
regional headquarter overseeing operations in Netherlands Antilles, U.K., France, Australia, and the U.S., and with a
listed BPO company. During the past 5 years, he has served as a Director of NENACO since December 2011; Group
Comptroller of Paxys, Inc., a publicly-listed BPO company, from 2006 to September 2011; and as
th
Treasurer/Comptroller of NGL Pacific Limited from 2005 to June 2006. Mr. Yap, a Certified Public Accountant (15
Board placer), graduated with a Bachelor of Science degree in Commerce, major in Accounting (Cum Laude) from the
Xavier University, Cagayan De Oro City. He took his Masters in Business Administration from Ateneo Graduate
School of Business (no thesis) and further completed the same from Murdoch University in Perth, Western Australia.
Mr. Mark E. Williams, 38 years old, American, has served as Director of 2GO since December 2010. He is also a
member of the Board Compensation, Remuneration and Nomination, and Board Audit and Corporate Governance
Committees. He currently sits as a Director of NENACO and has also served as Investment Director of KGLI-KSCC
since 2008. He obtained his Bachelor of Science degrees in Accounting, Business Administration, and Finance at the
University of Akron in Akron, Ohio, U.S.A. He completed his Juris Doctorate degree at Case Western Reserve
University, Cleveland, Ohio, U.S.A., and also obtained a Masters degree in Business Administration, concentration in
Finance, from Weatherhead School of Management of the same university.
Mr. Geoffrey M. Seeto, 42 years old, Australian, has been appointed as a Director of 2GO since October 2011. Mr.
Seeto is also a Member of the following Company Board Committees: (i) Compensation, Remuneration and
Nomination; (ii) Audit and Corporate Governance; and (iii) Risk Management. He is also a member of the Board of
NENACO since December 2010. He is the Head of Asia Infrastructure, Singapore with Babcock and Brown. He led
infrastructure investments including PPP transactions throughout Singapore, Thailand and other ASEAN countries.
Prior to Babcock and Brown, he spent 10 years with ABN Amro Bank in Singapore, the Netherlands and Canada, also
specializing in infrastructure investments, mergers and acquisitions. He received his Bachelor of Economics Degree
and Masters of Law from the University of Sydney, Australia.
Mr. Patrick Ip, 42 years old, Chinese, was appointed as Director of 2GO since October 2011. He currently sits as a
Member of the Board Risk Management and Board Audit and Corporate Governance Committees of 2GO. Mr. Ip is
also a Director of NENACO, a Member of the Hong Kong Institute of Directors and is the Head of Portfolio Supervision
Management for China-ASEAN Capital Advisory Company, the advisor to the China-ASEAN Investment Cooperation
Fund. Prior to this he was the Chief Financial Officer of the private equity arm of the French bank, Natixis. There he
was responsible for all private equity activities in Asia (e.g. India). Throughout his career he gained substantial
experience in auditing and financial transaction advisory, legal and compliance, litigation and arbitration as well as
hedge fund and alternative investment. Mr. Ip is a Chartered Financial Analyst, a Certified Public Accountant (Hong
Kong) and a Chartered Certified Accountant with PwC in London. He took his Bachelor of Laws degree from the
London University Law Schools and his Bachelor of Arts degree major in Accounting and Finance from the Leeds
University, UK.
Mr. Ramon G. Villordon, Jr., 59 years old, Filipino, has served as Director and President of 2GO from June 01 up
to December 5, 2011. He also served as a member of the Board and President of NENACO from June 01 up to
December 5, 2011. Prior to this, he was a Senior Vice President of 2GO and has served as the President and Chief
Executive Officer of SuperCat Fast Ferry Corporation and Cebu Ferries Corp. from 2002 to 2011. He graduated with a
Bachelor of Science degree in Business Management from the University of San Carlos.
Ms. Michelle Lu, 51 years old, Chinese, has served as Director of 2GO from December 2010 to October 2011. She
was also a member of the Nominations, Audit and Corporate Governance and Risk Management Committees of 2GO.
She was the Managing Director of the China-ASEAN Capital Advisory Company and advisor to the China-ASEAN
Investment Cooperation Fund. Prior to this role, Ms. Lu was Managing Director and Head of Infrastructure China at
Standard Chartered Bank, with responsibility for managing the Standard Chartered IL & FS Asia Infrastructure Growth
Fund. She has also held senior management roles at Macquarie Bank, Temasek Holdings and Hutchison Port
Holdings. Her extensive experience in private equity investment includes shipping, ports, airports, toll roads,
wastewater treatment, renewable energy, metal and mining, and telecom. She graduated with a Bachelor of Science
in Physics at the Beijing Normal University in China, and obtained a Masters Degree in Business Administration from
San Jose State University, California, U.S.A.
31
Atty. Amado R. Santiago III, 45 years old, Filipino, has served as the Corporate Secretary of 2GO since December
2010. He is the Managing Partner of the Santiago & Santiago Law Offices and is engaged in the general practice of
law. He specializes in corporate litigation, which includes corporate rehabilitation proceedings under the Securities and
Exchange Commission Rules on Corporate Recovery, Interim Rules of Procedure on Corporate Rehabilitation and the
Rules of Procedure on Corporate Rehabilitation. He is also engaged in the practice of taxation law. He received his
Bachelor of Science degree in Management, major in Legal Management (1988) from the Ateneo de Manila
University. He graduated from the Ateneo de Manila School of Law in 1992 and is a member of the Philippine Bar.
Atty. Manuel Eduardo C. Carlos, 36 years old, Filipino, has served as the Assistant Corporate Secretary since
December 2010. He is the Associate Lawyer of the Santiago & Santiago Law Offices. Under this law firm, he
specializes in corporate mergers and acquisitions and corporate housekeeping. He is also engaged in the practice of
taxation law. He acts as corporate counsel, director and/or corporate secretary/assistant corporate secretary of various
corporate clients. He received his Bachelor of Science degree in Management, major in Legal Management (1997)
from the Ateneo de Manila University. He graduated from the Ateneo de Manila School of Law in 2002 and is a member
of the Philippine Bar.
Nomination Committee and Nominees for Election as Members of the Board of Directors
In compliance with SEC Guidelines on the Nomination and Election of Independent Directors under SRC Rule 38, the
Company Board created on February 26, 2003 a Nomination Committee (which was consolidated with the
Compensation/Remuneration Committee in August, 2009.). As of December 31, 2011, the composition of the Board
Compensation, Remuneration and Nomination Committee is as follows:
Chairman:
Members:
Mr. Sulficio O. Tagud Jr.
Mr. Mark E. Williams
Mr. Geoffrey M. Seeto
The Compensation, Remuneration and Nomination Committee promulgated the guidelines, which govern the
conduct of the nomination of the members of the Company Board. It had pre-screened and short listed all
candidates and came up with the following individuals as nominees for independent directors for the ensuing year
(2012-2013):
(1) Amb. Raul Ch. Rabe as nominated by Mr. Mark E. Williams
(2) Mr. Francis C. Chua as nominated by Mr. Geoffrey M. Seeto
(3) Atty. Monico V. Jacob as nominated by Mr. Mark E. Williams
The nominating persons are not related to the nominees within the fourth degree of consanguinity.
Further, the Committee approved on July 20, 2005 the Company’s Amended By-Laws incorporating the procedures for
the nomination and election of Independent Directors under Rule 38 of the Securities Regulation Code, as the same
may be amended from time to time.
Period in Which Directors and Executive Officers Should Serve
The directors and executive officers should serve for a period of one (1) year and until the election and qualification of
their successors.
Terms of Office of a Director
The nine (9) directors shall be stockholders and shall be elected annually by the stockholders owning a majority of the
outstanding common shares of the Registrant for a term of one (1) year and shall serve until the election and
qualification of their successors.
Any vacancy in the board of directors other than removal or expiration of term may be filled by a majority vote of the
remaining members thereof at a meeting called for that purpose if they still constitute a quorum, and the director or
directors so chosen shall serve for the unexpired term.
32
Significant Employees
The Corporation considers the contribution of every employee important to the fulfillment of its goals.
Family Relationships
Stephen Rey R. Tagud, Vice President for Passage, is the son of Sulficio O. Tagud, Jr. and are, thus, related to each
other within the fourth degree of consanguinity.
Other than the one disclosed above, there are no other family relationships within the fourth degree of consanguinity
known to the Registrant.
Involvement in Certain Legal Proceedings
To the knowledge and/or information of 2GO, none of its nominees for election as directors, the present members of its
Board of Directors or its executive officers, is presently or during the last five (5) years been involved in any legal
proceeding in any court or government agency on the Philippines or elsewhere which would put to question their ability
and integrity to serve 2GO and its stockholders.
With respect to its nominees for election as directors, the present members of its Board of Directors and its executive
officers, the Company is not aware that during the past five (5) years up to even date of: (a) any bankruptcy petition
filed by or against any business of which such person was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time; (b) any conviction by final judgment of such person in a criminal
proceeding, excluding traffic violations and other minor offenses; (c) such person being subject to any order, judgment,
or decree, not subsequently reversed, suspended or vacated, by any court of competent jurisdiction, domestic or
foreign, permanently or temporarily enjoining, barring, suspending or otherwise limiting such person’s involvement in
any type of business, securities, commodities or banking activities; and (d) such person being found by a domestic or
foreign court of competent jurisdiction (in a civil action), the Commission or comparable foreign body, or a domestic or
foreign exchange or other organized trading market or self regulatory organization, to have violated a securities or
commodities law or regulation and the judgment has not been reversed, suspended, or vacated.
Resignation or Refusal to Stand for Re-election by Members of the Board of Directors
No Director has declined to stand for re-election to the board of directors since the date of the last annual meeting of
the Registrant because of a disagreement with the Registrant on matters relating to the Registrant’s operations,
policies and practices.
However, on October 13, 2011, Ms. Michelle X. Lu tendered her resignation as a Director and as a Member of the
Compensation, Remuneration and Nomination, Audit and Corporate Governance, and Risk Management Committees,
which resignation the Company accepted on said date.
Likewise, on December 05, 2011, Mr. Ramon G. Villordon, Jr. tendered his resignation as President and Director of
the Company, which resignation the Company accepted on said date.
Item 10. Executive Compensation
The following table summarizes certain information regarding compensation paid or accrued during the last three
fiscal years and to be paid in the ensuing fiscal year to the Registrant’s Chief Executive Officer and each of the
Registrant’s four other most highly compensated executive officers:
33
SUMMARY OF COMPENSATION TABLE
Amounts in Thousands of Pesos (‘000s)
Year
Salary
Bonus
th
th
(13 and 14
Months Pay)
2010
2011
Projected
2012
2010
2011
29,640
16,366
7,914
4,940
3,454
1,319
25,938
25,213
4,830
4,202
-
Projected 26,636
2012
4,376
-
Other Annual
Compensation
Top Five (5) Highly Compensated Executives:
Sulficio O. Tagud Jr. – President and Chief Executive Officer (2012 only)
Enrique M. Aboitiz Jr. – President and Chief Executive Officer (2010 only)
Jeremias E. Cruzabra – EVP-Chief Finance Officer, Treasurer and Corporate
Information Officer (2012 only)
Lilian P. Cariaso – Chief Finance Officer, CIO and CRO (2010 and 2011 only)
Evelyn L. Engel – Chief Executive Officer – Passage (2010 and 2011 only)
Susan V. Valdez – Chief Executive Officer – Freight (2010 and 2011 only)
Norissa L. Ridgwell – SVP-COO Freight (2010 only)
Charity Joyce Marohombsar – VP Customer Care Management (2011 only)
All above named officers as a group
All officers and directors as group unnamed
-

-
On June 2011, Mr. Ramon G. Villordon Jr. was appointed as the Company’s President until his resignation on
December 2011 and on the same date, Mr. Sulficio O. Tagud Jr. was appointed by the Company’s Board of Directors
as the new President of 2GO.
Further, Ms. Evelyn L. Engel, Ms. Lilian P. Cariaso, Ms. Charity Joyce Morohombsar and Ms. Susan V. Valdez have
resigned from the Company effective June 30, July 31, August 31, and September 10, 2011, respectively.
The Company has no significant or special arrangements of any kind as regard to the compensation of all officers and
directors other than the funded, noncontributory tax-qualified retirement plans covering all regular employees.
Each director receives a monthly allowance of P80,000 except for the Chairman of the Board who receives P120,000
a month. Further, a per diem of P30,000 is given to each Director and P45,000 for the Chairman for every Board
meeting attended. Such allowances and per diems are shared equally with NENACO whenever board meetings of
NENACO and the Company are held on the same day.
Further, for 2012 estimates, the compensation of the Company’s officers is shared proportionately with NENACO. The
above share of 2GO is equivalent to the 80% compensation of the officers.
Except for the regular company retirement plan, which by its very nature will be received by the officers concerned
only upon retirement from the Company, the above-mentioned directors and officers do not receive any profit sharing
nor any other compensation in the form of warrants, options, bonuses, etc.
Likewise, there are no standard arrangements that compensate directors directly or indirectly, for any services
provided to the Company either as director or as committee member or both or for any other special assignments.
34
Item 11. Security Ownership of Certain Beneficial Owners and Management
Security ownership of certain record and beneficial owners of five per centum (5%) or more of the outstanding
capital stock of the Registrant as of April 30, 2012:
Title of
Class
Name and Address of Record
Owner and Relationship with
2GO
Name of Beneficial Owner and
Relationship with Record
Owner
Citizenship
No. of Shares
Held
Percent
of Class
Common
1. Negros Navigation Co., Inc.
Pier 2, North Harbor, Manila
(PARENT COMPANY)
Negros Navigation Co., Inc.
Authorized Representative:
Mr. Sulficio O. Tagud Jr.
President
Filipino
2,400,141,995
98.12%
Preferred
1. PCD Nominee Corporation
(Filipino)
37/f Enterprise Building
Ayala Avenue, Makati City
(STOCKHOLDER)
Various Clients
Filipino
2,973,451
65.20%
NENACO, the parent company of the Registrant, is one of the oldest domestic shipping companies in the Philippines. It
is 59.55% owned by KGLI-NM Holdings, Inc. and 39.88% by China-ASEAN Marine B.V.
Security Ownership of Management – Record and Beneficial Owners as of April 30, 2012:
Title of
Class
Common
Common
Common
Common
Common
Common
Common
Common
Common
Name of Beneficial Owner and
Position
Citizenship
Francis C. Chua
Chairman of the Board,
Independent Director
Filipino
Sulficio O. Tagud, Jr.
President and CEO
Filipino
Jeremias E. Cruzabra
CFO, Treasurer, CIO
Filipino
Nelson T. Yap
Director
Mark E. Williams
Director
Filipino
Geoffrey M. Seeto
Director
Raul C. Rabe
Independent Director
Australian
Patrick Ip
Director
Monico V. Jacob
Independent Director
Chinese
TOTAL
American
Filipino
Filipino
Amount and nature of ownership
(Indicate record and/or beneficial)
1,000 – “direct”
9,000 – “indirect”
Record Owner: PCD Nominee
Corporation (Filipino)
1,000 – “indirect”
Record Owner: PCD Nominee
Corporation (Filipino)
1,000 – “indirect”
Record Owner: PCD Nominee
Corporation (Filipino)
1 – “direct”
1,000 – “indirect”
Record Owner: PCD Nominee
Corporation (Non-Filipino)
1 – “direct”
1,000 – “indirect”
Record Owner: PCD Nominee
Corporation (Filipino)
1 – “direct”
1 – “direct”
Percent
of Class
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
1,004 ”direct”;
13,000 “indirect”
35
Security Ownership of the Directors and Officers in the Registrant as a Group: Common is 14,004 shares; Preferred –
none.
Voting trust holders of 5% or More
No person holds more than five per centum (5%) of a class under a voting trust agreement or similar arrangement.
Changes in Control
In December 28, 2010, NENACO purchased the shareholdings of AEV in 2GO comprising 1,889,489,607 common
shares at a purchase price of approximately PhP3.55 billion and the shareholdings of ACO in 2GO comprising
390,322,384 common shares at a purchase price of approximately PhP734 million.
In February 2011, as a result of the mandatory Tender Offer, NENACO purchased an additional 120,330,004 common
shares in 2GO. NENACO now owns 2,400,141,995 common shares of 2GO, equivalent to 98.12%
Item 12. Certain Relationships and Related Transactions
In the ordinary course of business, the Registrant has transactions with fellow subsidiaries, associates, and other
related companies consisting of ship management services, charter hire, management services, courier services,
purchases of steward supplies, availment of stevedoring, arrastre, trucking, rental and repair services. The Registrant
needs these services to complement its services to the freight and passage customers.
The identification of the related parties transacting business with the Registrant and how the transaction prices were
determined by the parties are discussed in the Note 24 of the consolidated financial statements. The Registrant will
continue to engage the services of these related parties as long as it is economically beneficial to both parties.
The Corporation has no transaction during the last two years or proposed transaction to which it was or is to be a party
in which any of its directors, officers, or nominees for election as directors or any member of the immediate family of
any of the said persons had or is to have a direct or indirect material interest.
Moreover, 2GO and its subsidiaries do not have existing or proposed transactions with parties that are considered
outside of the definition of "related parties" but have the influence of negotiating the terms of material transactions that
may not be available to other, more clearly independent parties on an arm's length basis.
PART IV – CORPORATE GOVERNANCE
ITEM 13. Corporate Governance
There have been studies relating managerial behaviour and organizational performance to good corporate
governance. While academic research and institutional studies have very limited explanatory power to draw
substantive conclusions about the impact of corporate governance on corporate performance, there are plenty of hard
evidence to show that investors pay more for well-governed companies. There is also widespread recognition on the
importance of transparency and accountability both in government and in the business community.
As businesses continue to open up to the global market and liberalization happens, the decision-making process
becomes more diffused. This brings up the level of accountability of corporate leaders to all their stakeholders,
including employees, customers and in particular, their shareholders.
In 2GO, no less than its Board of Directors, at the top of the Company’s corporate governance structure, who takes
the lead. It is the Board who is tasked to strike a balance between conformance and performance; long-term strategy
and day-to-day operations; form and substance.
The Board is the key to the success of any corporate governance directive.
BOARD STRUCTURE
Compliance to the principles of good governance starts at the top. The director’s position is one built on trust and
integrity. The Board has the fiduciary responsibility to ensure the company’s prosperity by collectively directing the
company’s affairs, while meeting the appropriate interests of all its stakeholders.
36
The 2GO Board is a team of nine (9) highly respectable individuals—seven (7) non-executive directors which includes
the Chairman and only two (2) executive directors. Of the nine (9), there are three (3) independent directors, including
the Chairman, who are experts in their respective fields.
Chairman :
Members :
Francis C. Chua, Independent Director
Sulficio O. Tagud, Jr.
Jeremias E. Cruzabra
Nelson T. Yap
Raul Ch. Rabe, Independent Director
Monico V. Jacob, Independent Director
Mark E. Williams
Geoffrey M. Seeto
Patrick Ip
Splitting up the role of the Chairman and the Chief Executive Officer (CEO) was brought into focus when shortcomings
in corporate governance were observed in companies where the two roles are combined. Thus, to foster an
appropriate balance of power, increased transparency, accountability and control over company operations, the
elected Chairman of the Board, a non-executive director, is separate and distinct from the appointed CEO of 2GO.
BOARD MEETINGS
In the January 16, 2012 report to the SEC, the 2GO Corporate Secretary’s Certification on Directors’ Attendance in
Board Meetings summarized the attendance record of the members of the Board of Directors of the corporation for the
period January 1, 2011 to December 29, 2011.
Director
Francis C. Chua
Sulficio O. Tagud, Jr.
Jeremias E. Cruzabra
Nelson T. Yap
Mark E. Williams
Geoffrey K. Seeto
Raul Ch. Rabe
Patrick Ip
Monico V. Jacob
Ramon G. Villordon, Jr.
Michelle Lu
Jon Ramon M. Aboitiz
Enrique M. Aboitiz, Jr.
Bob D. Gothong
Jan
21
P
P
P
NA
P
NA
P
NA
NA
NA
P
P
P
P
Mar
2
P
P
P
NA
P
NA
P
NA
NA
NA
P
P
P
P
Apr
28
P
P
P
NA
P
NA
P
NA
NA
NA
P
P
P
X
Jun 1
P
P
P
NA
P
NA
P
NA
NA
P
P
P
P
P
Meetings Held in 2011
Jun
Jul
Jul
Oct
15
6
19
13
P
P
P
P
P
P
P
P
P
P
P
P
NA
NA
NA
NA
P
P
P
P
NA
NA
NA
P
P
P
P
P
NA
NA
NA
P
NA
NA
NA
NA
P
P
P
P
P
P
P
X
X
NA
NA
NA
X
NA
NA
NA
NA
NA
NA
NA
Dec 5
P
P
P
P
P
P
P
P
P
NA
NA
NA
NA
NA
Dec
29
P
P
P
P
P
P
P
P
P
NA
NA
NA
NA
NA
P/M
10/10
10/10
10/10
2/2
10/10
3/3
10/10
3/3
2/2
5/5
7/8
4/5
4/5
3/4
P = Present
X = Absent
M = Maximum Number of Meetings that the relevant Board Member could have attended during the period January 1 to December 29, 2011
NA = “Not Applicable” because the Board Member was not a member of the Board during the relevant meeting date.
BOARD COMMITTEES
The Board has three (3) committees—the Compensation, Remuneration and Nomination Committee, the Audit and
Corporate Governance Committee, and the Risk Management Committee. The Board and its committees oversee
and advise management in developing the company’s financial and business goals, oversee its public disclosures and
the processes behind them, and evaluate management's performance in pursuing and achieving those goals.
37
COMPENSATION, REMUNERATION AND NOMINATION COMMITTEE
The Compensation, Remuneration and Nomination Committee is mainly responsible for

Establishing the criteria for the selection of directors and senior management and recommend Board
nominees and committee membership.

Establishing the overall compensation philosophy of the company including directors and employee
compensation, benefits and incentive plans.
This committee is likewise is responsible in reviewing the management development and succession policies.
In 2011, the committee membership was as follows:
Chairman
Members
: Mr. Sulficio O. Tagud, Jr.
: Mr. Mark E. Williams
Mr. Geoffrey M. Seeto
Mr. Geoffrey M. Seeto was appointed by the Board as a member of the Committee in October 2011, replacing Ms.
Michelle Lu upon her resignation.
AUDIT AND CORPORATE GOVERNANCE COMMITTEE
The Board Audit and Corporate Governance Committee has oversight function over the audit activities performed by
the company’s internal auditors and the nominated external auditor for the year. The committee oversees internal and
disclosure controls and procedures.
The committee also takes the lead in promulgating and overseeing the principles of corporate governance by
reviewing committee charters, directors’ independence as well as code of ethics for executives, employees and
directors.
Composition
The Board Audit and Corporate Governance Committee is composed of four (4) board members, one (1) of which is
an independent director and one (1) ex-officio member.
Chairman
Members
: Mr. Francis C. Chua, Independent Director
: Mr. Patrick Ip
Mr. Mark E. Williams
Mr. Geoffrey M. Seeto
Mr. Evan C. Mcbride, Ex-Officio member
Mr. Patrick Ip was appointed by the Board as a member of the Committee in October 2011, replacing Ms. Michelle Lu
upon her resignation. Mr. Evan C. Mcbride, on the other hand, is a Director of NENACO.
Committee Meetings
The Audit and Corporate Governance Committee met three (3) times in 2011. All three meetings were duly attended
by the committee members.
In its meetings, the committee tables for discussion the audit master plan for the year; the highlights of internal audit
results and the corresponding action plans; the performance of the internal audit team; the selection and approval of
the external auditor for the year and their audit timetable; and the presentation and endorsement for Board approval of
the prior year’s audited financial statements.
In the presentation of the audit master plan for the year, the committee reviews and assesses the robustness of the
audit risk assessment methodology used by internal audit as this becomes the basis in allocating its limited manpower
resources to auditable units that are rated to be comparatively riskier than others.
A detailed Audit Committee Report for 2011 is presented in a subsequent section.
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RISK MANAGEMENT COMMITTEE
The ultimate accountability over risk oversight and risk management in the organization rests with the Board.
However, the Risk Management Committee, as a Board subcommittee, is responsible in leading the organization’s
strategic direction in the management of material business risks such that leaders are able to make informed
decisions. The committee also provides oversight for the establishment, implementation, and effectiveness review and
assessment of the company’s risk management framework.
The 2GO Risk Management Committee in 2011 was composed of the following:
Chairman
Members
: Amb. Raul Ch. Rabe
: Mr. Mark E. Williams
Mr. Geoffrey M. Seeto
Mr. Evan C. Mcbride, Ex-Officio Member
Mr. Patrick Ip
Mr. Patrick Ip was appointed by the Board as a member of the Committee in October 2011, replacing Ms. Michelle Lu
upon her resignation. Mr. Enrique M. Aboitiz, Jr. was also appointed by the Board as a member of the Risk
Management Committee from March until his resignation on June 15, 2011.
EXECUTIVE COMPENSATION POLICY
Meritocracy based. This is the corporate compensation philosophy for executive remuneration in 2GO.
Commensurate compensation is given based on the annual performance evaluation of its executives. Any change in
compensation is subject to full discussion and concurrence by the Board upon the review and recommendation of its
Board Compensation, Remuneration and Nomination Committee.
COMPENSATION OF DIRECTORS AND SENIOR MANAGEMENT
The table of the monthly fixed allowance and per diem per meeting attendance of the 2GO Board of Directors in 2011
is shown below.
Compensation
Monthly Fixed Allowance
Board Meeting Per Diem
Committee Meeting Per Diem
Director
P80,000
P30,000
P30,000
Chairman of the
Board
P120,000
P45,000
SOCIAL RESPONSIBILITY
In the pursuit of the mission to become more responsible corporate citizens, efforts of 2GO on corporate social
responsibility programs for 2011 were geared towards three (3) main areas: education, social advocacy and
environmental protection and rehabilitation.
CODE OF BUSINESS CONDUCT
The 2GO Code of Business Conduct serves to guide employees actions aligned with the company’s corporate values.
The Code consists of policies relating to ethical and legal standards of behaviour that 2GO expects of its employees.
Its applicability extends to all the business units in the organization. The Code explicitly states the corresponding
disciplinary actions that include suspension and termination for violations committed against company policies and the
Code.
CORPORATE GOVERNANCE SCORECARD
While companies are not expressly mandated to comply with recommended best practices on corporate governance,
the “comply-or-explain” approach employed by the SEC and PSE through its Corporate Governance scorecard and
disclosures definitely exerted pressure for companies to comply.
For the past 4 years, 2GO has participated in the assessment of corporate governance standards and practices of
publicly listed companies. This is an annual appraisal conducted by the Institute of Corporate Directors in partnership
with the Securities and Exchange Commission.
39
2GO corporate governance scorecard has improved from its 70% rating in 2007 to 90.3% in 2009 or from a second
quartile ranking up to the Silver Category. The company is waiting for its 2010 scorecard.
The improvement is a testimony of the company’s unwavering pursuit of systemic corporate governance reforms
within the organization.
OUTLOOK
For any company, more so for publicly listed companies such as 2GO, the practice of good corporate governance is
believed to bring about added shareholder value. Thus, there is a willingness to pay a premium for well-governed
companies.
Under the new management, there is assurance to uphold the same level of commitment to the standards and
principles of good corporate governance. The direction is to lead the business to a healthy and robust future as
businesses become more complex and as markets become more open and global.
FURTHER INFORMATION
The following are available on www.atsc.com.ph/IR/governance
 ATS Corporate Governance
 ATS Articles of Incorporation
 ATS Code of Business Conduct
 ATS By-Laws
 ATS Anti-Money Laundering Statement of Policies & Procedures
INFORMATION TECHNOLOGY GOVERNANCE
The year 2011 can be summarized as a transition year for the entire organization. With Information Technology (IT)
already playing an important and strategic role in both NENACO and 2GO, the integration of the different IT
applications, infrastructure and IT organization was seen as a critical success factor of the Merger and Acquisition
(M&A). The Information Technology agenda was then tackled at the highest level of management.
Since both NENACO and 2GO had their own passage and freight systems, a formal selection process consisting of
rd
internal evaluation as well as a 3 party (i.e., SGV & Co.) assessment were conducted to identify the best system to
be adopted by the integrated company. The Freight division easily selected the eFOS freight system from 2GO.
However, the Passage division had to spend more time evaluating the merits of the passage systems from both
companies. Eventually, the Nexus passage system from 2GO was selected.
Part of the agreement, however, were the enhancements on both eFOS and Nexus system to accommodate key
functionalities from the NENACO systems that were deemed to be better or more appropriate for the integrated
Freight and Passage processes. By December 2011, the Freight and Passage divisions were already using one
freight and passage systems respectively.
The Supply Chain systems, Quikair for the Express business and SAP for the Distribution, were retained, as they did
not have a competing system from NENACO. An integrated Financials and HR system using the Oracle EBS R12
system was being developed and is scheduled to Go Live by July 2012.
The NENACO and IT teams also underwent its own integration program. NENACO team members where relocated to
the 2GO IT area and an integrated IT organizational structure was implemented to provide more focus on Applications
Development as well as End-User Support – the two areas where we needed to provide the most, due to the ongoing
business units’ integration programs. A job/task analysis project was also initiated to further review the current IT
structure and complement. The increase in attrition affecting mostly the rank & file IT employees were countered by
retention initiatives as well as an increased effort to hire replacements.
On the IT infrastructure side, maintenance activities were continually being done to cover the extensive data centre
and network infrastructure. With the integration of systems, some of the NENACO infrastructure have already been
made redundant and are being slowly decommissioned to reduce the IT operations cost.
40
rd
With IT outsourcing as a major direction for cost reduction objectives, the email service was outsourced to a 3 Party
email provider by the end of December 2011. Future areas for outsourcing include Backup and Recovery services,
Collaboration and Workflow. With the IT applications and infrastructure seen to continue evolving in the 2012-2013
time frame, both the IT Strategy Committee and the Information Security Committee will be reconvened to serve as
the venue for discussion and agreement of the future IT directions, initiatives and investments.
ENTERPRISE WIDE RISK MANAGEMENT PROGRAM (ERM)
In 2011, initiatives were focused on the integration of NENACO and 2GO. Policies and procedures were integrated in
order to support the merging of processes of two separate companies.
Risk Management team focused on integrating the insurance requirements for both NENACO and 2GO. Insurance
policies were reviewed and correspondingly, adopt an insurance program that best fit the requirements of NENACO
and 2GO under a cost-effective package.
The management of both NENACO and 2GO considers Risk Management as an integral part of business operations,
maintaining its direction that ERM is a shared responsibility, company-wide, and ensure that risk exposures are
identified and proactively manage in order to create value-adding service to the organization and consistently achieve
stakeholder’s expectation.
Risk Management team has developed a road map for re-launching of ERM program to the newly-integrated
NENACO and 2GO. The road map will run its full course within 2012 with the following phases:
I.
Policy Creation
a. Revisit current ERM philosophy and framework
b. Validating if philosophy and frame will still be applicable
c. Establishing Risk Management Council who will drive ERM initiatives
II.
Concept Loading
a. Re-launching ERM philosophy and framework to all business units
b. Cascading ERM concepts to all team members
III. Planning and Management
a. Creating Risk Register on a per business unit level
b. Validating if current identified risk and its treatment are still applicable
c. Identifying, assessing and treating new risks inherent to integration of NENACO and 2GO
IV. Establish Business Continuity Management
a. Assessing the need for Business Continuity Program
b. Establishing business continuity plan for the top identified risk exposure
V.
Validation and Review
a. Validating if risk treatment are being implemented
b. Reviewing if the risk treatment strategies are effective and efficient
c. Assessing the maturity of Risk Awareness within the group
The end goal is that by the end of 2012, ERM philosophy and framework is already re-established within the 2GO
Group, Inc. and its allied companies.
Concurrently, Risk Management team will embark on re-assessing the Strategic Risks which were previously
identified. There is a need to validate if risk exposures are still applicable after the change in management and
integration of NENACO and 2GO.
The following has to be validated:
1.
What are the new Strategic Risks that the company considers?
a. Are previously identified strategic risks still applicable?
b. Are there new Strategic Risks identified based on the current company strategies and objectives?
c. What strategic risks need to be address immediately?
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2.
What are the new Strategic Risks that the company considers?
a. Are the identified risk treatment implemented? If not, how we effectively address the risks?
b. What are the current controls in order to minimize the impact of the identified risks?
Within the first half of 2012, it is expected the new top risks are already identified and the risk owner will treat their
risks and corresponding programs and projects will be instituted as risk response to effectively manage its risk
exposures.
We saw in previous years the importance of implementing Risk Management framework as a tool in handling difficult
times. Hence, re-establishing ERM to the newly-integrated NENACO and 2GO will be of utmost value-adding initiative
for the whole organization.
Focus and attention on raising risk awareness and re-embedding risk management culture within the policies and
processes throughout the organization will provide more confidence in achieving corporate goals, thereby delighting
those we serve and delivering our vision as face the future of NENACO and 2GO.
AUDIT COMMITTEE REPORT
The Board Audit Committee (AudCom) is an independent operating body directly reporting to the Board of Directors.
It assists the Board in the carrying out its functions by providing an oversight role in ensuring the integrity of the
company’s financial reports, its compliance with regulatory requirements, and the performance of the company’s
internal audit function.
The AudCom maintains an effective working relationship with the Board by providing them information necessary in
making good governance and audit-related decisions.
Membership
The Board Audit Committee is composed of four (4) Directors and one (1) Ex-Officio member:
Francis C. Chua, Chairman, Independent Director
Michelle Lu, Director *
Mark Williams, Director
Geoffrey Seeto, Director
Evan McBride, Ex-Officio
* resigned effective October 13, 2011, replaced by Patrick Ip
Meetings
The Board AudCom held three (3) meetings in 2011. All meetings were attended by the AudCom members.
Committee Member
Feb 25
Apr 28
July 20
Francis Chua



Mark Williams



Geoffrey Seeto



Evan McBride



Michelle Lu (attendance via phone patch)

In the February 25 meeting, the AudCom reviewed, discussed and endorsed for Board approval 2010 Audited
Financial Statements of 2GO presented by SGV & Co., the Company’s external auditing firm. The general assessment
of the company’s internal control system and the internal audit plans and programs for 2011 were likewise presented
to during this meeting.
In the subsequent meetings, internal audit reports were presented and discussed extensively. For 2011, discussion
highlights were focused in the areas of vessel and passenger safety and security, physical and environmental data
security and access as well as process controls in its supply chain and freight businesses.
The selection and approval of the external auditor for the year 2011—SGV & Co. -- was agreed upon and endorsed to
the Board during the AudCom’s midyear meeting in July.
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System of Internal Controls
The framework of control, risk management and governance processes are existing within the 2GO group of
companies. The integration and streamlining efforts of management as a result of the buyout caused some of these
processes to be combined and/or reduced to provide the basic elements of control and good governance needed to
sustain operations. There is continuous effort to further enhance and align processes to meet organizational goals.
The culture of accountability is apparent with the general adherence of employees to management policies and
directives in order to achieve company objectives.
The internal control system is effectively designed to safeguard assets; to secure the relevance, reliability and integrity
of information and as far as possible the completeness and accuracy of records; and to ensure compliance with
statutory requirements.
For 2011, most business units posted increases in their audit ratings compared to the previous year. The less-thansatisfactory results of the supply chain operations and systems audits caused management to focus its efforts in
improving this segment of the business.
Various measures are being undertaken by management including organization restructuring across all business units
to allow streamlining of functions for the effective execution of responsibilities.
Continuous enhancement of performance metrics and speedy resolution of audit issues raised are likewise given
focus to assure company objectives are met.
Moving forward, 2GO management is responsible in maintaining the internal control system and ensuring that
resources are properly applied in the manner and to the activities intended.
The AudCom is pleased to note that the business units have been proactive in addressing recommendations with
regards to the enhancement of the internal control environment.
Internal Audit
In accordance with established Standards and Code of Ethics of the profession, the Internal Audit Department (IAD)
continually strives to improve the proficiency, effectiveness and quality of the internal audit activities.
The IAD reports to the Board AudCom the highlights on the validation of the operational effectiveness of key activities
and controls. The assessment focused on policies and procedures relating to processes in finance, operations, and IT
systems.
The accomplishments realized by IAD in 2011 were not without difficulties. There were a number of constraints and
limiting factors such as unfilled manpower plantilla in Audit and changes in the organizational processes that
warranted a shift in the audit focus and strategies more relevant to the situation.
Despite above operational challenges and with limited resources at hand, IAD continued to deliver its value-adding
services to help improve operations; to serve the shareholders and management of 2GO; to partner with the business
units in enhancing current performance and future competitiveness; to supply a source of future management talent;
and to be an active participant in the improvement of 2GO.
Risk Management
Risk management is fast becoming an ingrained concept and way-of-life in the organization. However, the
establishment of a comprehensive Business Continuity Plan remains a major area that needs top management
support and directive to see it to completion.
Corporate Governance
Good corporate governance is practiced not because it is required by law but because it promotes 2GO core values of
transparency, openness, and accountability. For 2GO, corporate governance and a value-oriented management are
pillars of business resilience.
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External Audit
SGV & Co. was appointed external auditor of 2GO for 2011. In compliance with corporate governance policy, SGV &
Co. reported during the November 2010 meeting, that it will be replacing its Lead Financial Audit Partner, Ladislao Z.
Avila in 2011 as it is his fifth year as SGV partner assigned to 2GO. Josephine H. Estomo is serving her first year term
as the signing partner designated by SGV & Co.
SGV & Co audit work focused mainly on audits of internal controls and how these safeguard the financial reporting
including the financial statements of the Company.
2011 Financial Results
During the period covered by this report, the new Board AudCom concurred with the opinions expressed by SGV &
Co., on the overall presentation of the financial statements of the Company.
The audit also included an evaluation of the appropriateness of accounting policies used and the reasonableness of
accounting estimates made by management.
The audit concluded that the balance sheets and the related statement of income and expenses, cash flows, changes
in capital and reserves present fairly, in all material aspects, the financial position of 2GO.
Based on the judgment about quality of accounting principles, SGV & Co. disclosed that the accounting principles
used by 2GO are in compliance with the Philippine Financial Reporting Standards. Significant accounting principles
are disclosed in the notes to the financial statements, as required by the standards.
Approval
Approved by the 2GO Board of Directors, upon the favorable recommendation of the Board Audit Committee, and
signed on its behalf by:
Mr. Francis C. Chua
Chairman, 2GO Board Audit Committee
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PART V - EXHIBITS AND SCHEDULES
Item 14. Exhibits and Reports on SEC Form 17-C
a)
Exhibits - See accompanying Index to Exhibits
The exhibits, as indicated in the Index to Exhibits are either not applicable to the Company or require no answer.
b) Reports on SEC Form 17-C
During the last six months of CY 2011, the Company filed the SEC 17-C report. The list of the reports submitted to the
Commission is as follows:
Date of
Report
Title of Report
Item No.
Dec 29
Board of Directors’ Approval on Change of Company’s
Corporate Name
9
Dec 06
Resignation and Appointment of Board of Directors
4
Nov 15
Appointment of Acting Corporate Information Officer
4
Aug 15
SEC Approval of ATS’ Amended Articles of Incorporation
9
Jul 12
Notice of Termination of Employment
9
Jul 06
Appointment of Chairman of the Board and Chief
Executive Officer
4
Item Title
Other Events
Resignation, Removal or
Election of Registrant’s Directors
or Officers
Resignation, Removal or
Election of Registrant’s Directors
or Officers
Other Events
Other Events
Resignation, Removal or
Election of Registrant’s Directors
or Officers
45
46
2GO GROUP, INC.
Formerly “ATS Consolidated (ATSC), Inc.”, “Aboitiz Transport System (ATSC) Corporation”
CERTIFIED CONSOLIDATED FINANCIAL STATEMENTS WITH SUPPLEMENTARY SCHEDULES FOR THE
SECURITIES AND EXCHANGE COMMISSION
TABLE OF CONTENTS
EXHIBIT I
Statement of Management’s Responsibility for Consolidated Financial Statements
Independent Auditors’ Report on the Consolidated Financial Statements
Consolidated Balance Sheets as of December 31, 2011 and 2010
Consolidated Statements of Income for the years ended December 31, 2011, 2010 and 2009
Consolidated Statements of Comprehensive Income for the years ended December 31, 2011, 2010 and 2009
Consolidated Statements of Changes in Equity for the years ended December 31, 2011, 2010 and 2009
Consolidated Statements of Cash Flows for the years ended December 31, 2011, 2010 and 2009
Notes to Consolidated Financial Statements
EXHIBIT II – SUPPLEMENTARY SCHEDULES
Report of Independent Auditors on Supplementary Schedules
Schedule I – List of Philippine Financial Reporting Standards (PFRS) effective as at December 31, 2011 and List
of New and Amended Accounting Standards and Interpretations and Improvements to PFRS that became
effective as at January 1, 2011
Schedule II – Financial Soundness Indicators
Schedule III – Retained Earnings Available for Dividend Declaration
Schedule IV – Supplementary Schedules Required by Paragraph 6D, Part II Under SRC Rule 28, As Amended
(2011)
Schedule V – Map of the Conglomerate or Group of Companies of the Registrant Showing the relationships
between and among the company and its ultimate parent company, middle parent, subsidiaries or cosubsidiaries, and associates
EXHIBIT III - SUBSIDIARIES OF THE REGISTRANT
2GO Group, Inc. has consolidated subsidiaries that are wholly-owned namely:
Name
Jurisdiction
2GO Express, Inc.
(Incorporated on July 20, 1978)
Philippines
Supercat Fast Ferry Corporation
(Incorporated on June 20, 2001)
Philippines
NN-ATS Logistics Management & Holdings, Inc.
(Incorporated on November 22, 2011)
Philippines
Special Container and Value Added Services, Inc.
(Incorporated on March 08, 2012)
Philippines
47