RADIO COMMUNICATIONS OF THE PHILIPPINES, INC. (RCPI), PETITIONER, VS. NATIONAL WAGES COUNCIL AND BUKLOD NG MANGGAGAWA SA RCPI-NFL, RESPONDENTS.

The focal issue for the Court’s determination is whether or not
petitioner Radio Communications of the Philippines, Inc. (RCPI) was, as of
December 31, 1985, a distressed employer entitled to exemption from compliance
with Wage Order No. 6 for the year 1985-1986.

On October 26, 1984, the President of the Philippines promulgated
Wage Order No. 6 which provided for the increase of statutory minimum wage
rates and cost of living allowances in the private sector. Distressed enterprises, however, were
granted exemption from compliance with said wage order for a period not
exceeding two years.

On October 30, 1984, respondent National Wages Council (NWC)
promulgated NWC Policy Guidelines No. 8 which spelled out the following
criteria for exemption:

“SECTION 5. Criteria
for Exemption.

A. Actual Losses

(1) In the case of
stock corporation, partnership, single proprietorship or non-stock/non profit
organization engaged in business activities or charging fees for their
services:

(a) a full exemption
of one (1) year may be granted when the accumulated losses as of the end of the period have impaired by
25% or more the paid up capital as
of the end of the last full accounting period in the case of corporation, or
losses for the period shall have impaired by 25% or more the total invested
capital at the beginning of the last full accounting period in the case of
partnership and single proprietorship” (Underscoring supplied) (Rollo, p.
7)

RCPI filed an application for exemption for the year 1984-1985
which was approved by the NWC. In
approving the exemption, NWC stated:

“After a thorough study of the supporting documents on file
and the supplemental pleadings relative to the above subject, the Executive
Committee is of the opinion that RCPI’S continued operational losses in 1984
and 1985 and the undertaking under the Compromise Agreement dated October 24,
1985 under PD 1713 and Wage Order No. 1, in addition to the requirements of
Wage Order Nos. 2, 3, 5 & 6, would directly contribute to the financial
dislocation of the company, unless remedial measures are instituted to avert
such situation.” (Rollo, p. 24)

RCPI thereafter filed its second application for exemption for
the year 1985-1986. This time, the NWC,
on December 29, 1986, disapproved the application on the ground that RCPI did
not qualify as a distressed establishment because it had retained earnings of
P10,278,275 in its unaudited balance sheet as of December 31, 1985.

RCPI filed four motions for reconsideration which were all denied
by respondent NWC. In denying the
fourth motion for reconsideration, the NWC justified its action by pointing out
that RCPI was not a distressed company since it had retained earnings of
P8,237,528 based on its audited balance sheet as of December 31, 1985.

Hence, this petition.

RCPI alleges that respondent NWC acted with grave abuse of
discretion amounting to excess of jurisdiction in disapproving its second application for exemption.

To prove that its accumulated losses have impaired its capital by
more than 25% thereby entitling it to continued exemption for the second year,
petitioner RCPI advances the following computation:

(Petitioner’s Memorandum, Rollo, p. 278. Figures used are based on audited financial
statements.)

The petitioner proceeds with the assertion that while it had
retained earnings of P8,237,528 as of 1985, such figure is in its entirety
composed of appraisal increments which are purely theoretical increases
resulting from the revaluation of its property and equipment and not actual or
realized profits arising from business operations. (Rollo, p. 280) Hence, the petitioner contends that, while on
paper RCPI may theoretically appear to be reaping revenues because of a
positive retained earning balance, in reality it is suffering actual
losses. (Rollo, p. 281) And since
appraisal increments (not being earnings, profit or income) were erroneously
transferred to constitute the entire retained
earnings, then the same appraisal increments must be subtracted to get
the actual accumulated loss of RCPI. (Rollo, p. 283) This accumulated loss, not the retained earnings figure
appearing in the financial statement, is the basis for the computation of the
minimum 25% capital impairment for purposes of exemption (Rollo, p. 280).

Based on the foregoing computation, RCPI’s accumulated losses had
impaired its paid-up capital by 90% and therefore it qualified as a distressed
establishment entitled to such exemption. (Rollo, p. 283)

This is not the first time this issue has come before us. In our resolution in Buklod ng Manggagawa sa
RCPI-NFL v. Hon. Augusto Sanchez, G.R. No. 77503, July 13, 1988, this Court
sustained NWC’s grant of exemption to RCPI under Wage Order No. 6 inspite of
the fact that RCPI’s retained earnings balance as of 1984 was also in positive
terms. The Court affirmed the
questioned NWC order which “found that private respondent (RCPI) was
incurring losses in its operations, justifying its aforesaid exemption, a
finding that appears to be based on a thorough study of the documents and
pleadings on record.”

Significantly, the Solicitor General after three extensions of
time in the present case, from June 21, 1990 to August 24, 1990, stated that,
after judicious scrutiny of the record and in consonance with applicable law
and jurisprudence, he could not, without violating the law, sustain the
findings of public respondent NWC. He
asked to be excused from representing the NWC in this case.

To be exempt from Wage Order No. 6, the impairment formula
applied by NWC is:

“Section 5. Criteria
for Exemption:

A. Actual losses

1.     
In the case of stock corporation

x x x :

a) A full exemption of one (1)
year may be granted when accumulated losses as of the end of the
period have impaired by 25% or more the paid capital as of
the end of the last full accounting period in case of corporation, x x x.

b) A partial exemption of six (6)
months may be granted when accumulated losses as of the end of
the period have impaired by 20% or more but less than 25%
the paid up capital in the case of corporation x x x.” (NWC Policy
Guidelines No. 8, underscoring supplied) (Rollo, p. 55)

We note from the above that the impairment formula speaks of actual
losses in contra-distinction to actual profit or income. The formula requires accumulated losses, not
for that year alone but for a period of time backwards until the given cut off
date.

Since the purpose of the wage exemption is to assist financially
beleaguered companies, the distinction between real or actual income and
theoretical earnings arising from accounting principles becomes important.

To arrive at a distinction, we first adopt certain definitions:

“Retained earnings (or
income) – ? accumulated net income, less
distributions to stockholders and transfers to paid-in capital accounts. x x x Also known by the older title earned
surplus” (Eric L. Kohler, A Dictionary for Accountants, 5th Ed., p.
409)

“Earnings – – A general term
embracing revenue profit, or income,” (Id., p.
188)

“Income – – 1. Money or money
equivalent earned or accrued x x x and arising from sales
or rentals of any type of goods or services,
commissions, interest, gifts, recoveries from damages and windfalls from
any outside source.

2.     
Sales of goods or services;
in this sense, the term is less used than formerly, revenue now being
preferred.

3.     
An addition, a receipt; often in contrast with outgo; as,
the income and outgo of stores.

4.     
x x x (b) the remainder of revenue after deducting costs of sales
and operating other expenses (= net income)” (Id., pp. 249- 250).

“Profit – 1. A general term for
the excess of revenue, proceeds, or selling price over related
costs; any pecuniary benefit arising from a
commercial operation, from the practice of a profession, or from
one or more individual transactions of any person.”
(Id., p. 379).

“Revenue – 1. Sales of
products, merchandise and services, and earnings from interest,
dividends, rents and wages; transactions resulting in increases in
assets.” (Id., p. 410).

FURTHER:

“Retained Earnings (or
Earned Surplus) is the accumulated amount of profits and earnings
of the business which has not been capitalized, offset by losses, or given out
to stockholders as property dividends.” (D.S. Pasion, Introductory
Accounting, p. 195).

“The retained earnings is credited
with the income of the period which may include:

a.     
earnings of the business in its line
of endeavor, such as the selling of merchandise or services;

b.     
compensation received for the lending of capital, and

c.     
profits or incomes of any kind resulting from the exchanges
of assets.

It is debited with the loss of the period which may include:

a.     
costs, expenses, and losses connected with its regular line of
business.

b.     
expenses and losses suffered in the financing of the business
from outside sources, other than from
stockholders,

c.     
expenses and losses of any kind in the exchange of
assets, and

d.     
distribution of income earned to stockholders.”

“Profit is the excess of the incoming assets
over outgoing capital x x x.” (Id., p. 291). (Rollo, pp.
58-59)

To add to the above, the Statement of Financial Accounting
Standards No. 12 issued by the Accounting Standards Council defines certain
terms as follows:

“Appraised or appraisal value, also
termed as replacement cost or reproduction cost, is the revalued amount of
property, plant and equipment determined by recognized specialists.

“Accumulated depreciation on appraisal,
also termed as observed depreciation, is the accumulated depreciation based on
the appraised or appraisal value per appraiser’s report.

“Sound value, also net appraised
value, is the value per appraisal computed by deducting observed depreciation from appraised value.

“Net
book value is computed by deducting accumulated depreciation on cost
from historical cost.

“Appraisal increase is computed by
deducting historical cost from appraised values.

“Revaluation increment is the excess
of sound value over net book value.” (At p. 4)

The transfer from revaluation increment on property to retained
earnings representing the accumulated depreciation on appraisal increase
already charged to operations was approved by the RCPI Board of Directors on
April 12, 1982. The depreciation on
appraisal increase previously deducted from actual income was added to retained
earnings.

This transfer resulted in the P8,237,528.00 retained earnings
pinpointed by the respondent NWC. Actually, this covers a six year period as follows:

RCPI argues that the amount of P28,294,520.00 representing the
portion of revaluation increment (depreciation on appraisal increase)
transferred to retained earnings should be deducted from the balance of
retained earnings to arrive at the operational loss of P20,056,992.00.

The public respondent states that this is wrong because it would
be tantamount to double deduction since said amount has already been yearly
deducted from operations through additional depreciation charges starting 1980.

As earlier stated, the purpose of wage exemptions is to help
financially distressed companies meet their labor costs without endangering the
existence or viability of the firm upon which both management and labor depend
for a living. Under the spirit of Wage
Order No. 6, it is the actual ability of a firm to spend for its current needs
and costs and not how the assets and liabilities of a firm may appear in the
technical jargon of higher accounting principles which is important. For instance, no matter how solid a firm may
be in terms of essential fixed assets, its ability to pay daily payrolls will
depend only on actual income unless some of the fixed assets are sold for wages
and salaries.

True, the retained earnings account constitutes a company’s
accumulated profits or losses. However,
it is not enough to treat said earnings as “earnings” in the real
sense of the word for purposes of wage exemptions. We have to inquire into the true nature and composition of the
retained earnings account.

The figures of the respondent NWC show that if we do not include
the transfer of portions of revaluation increment in property to retained
earnings, RCPI had an income deficit of P20,056,992 from 1980 to 1985. It is only when we add to the retained
earnings account, the portion of the revaluation increment in property for the
same period for a total of P28,294,520.00 that we get a positive retained
earnings balance of P8,237,528.00. Without the transfer of the revaluation increment in property to the
retained earnings account, there would be no positive balance. There would be a deficit.

Should we treat revaluation increment in property as income for
purposes of determining wage levels?

To a company striving to meet daily payrolls, it is not of any
comfort to say that the “appraisal increment transferred to retained
earnings” represents actual earnings which were previously deducted from
the actual net income figure through additional depreciation expense resulting
from appraisal. In purely technical
accounting terms, they may be considered as merely being returned not to the
net income account but to the retained earnings balance to which the net income
account is ultimately closed. This is
to keep the books straight.

For purposes of compliance with the law on wage exemptions, however,
the retained earnings arising from appraisal increment do not represent hard
cash but merely theoretical increases
resulting from upward valuations of old fixed assets. There is no income or profit from the sale of goods or
services. No income is realized from
the reappraisal of fixed assets until such a time as the machinery, equipment,
and other fixed assets are sold or disposed of in the event of a liquidation of
assets.

As stated in the preamble clauses of Wage Order No. 6, it is
intended to enable workers to cope with price increases through the adjustment
of their wages but “with due
regard to insure increased productivity and viability of business and
industry.”

The NWC ruling treats the revaluation increment as similar to the
sale of fixed assets. In the same way,
however, that machinery and equipment should not be sold in order to meet
increases in the wage of workers (for this would destroy not only the company
but the employment of the workers themselves) so should a similar attitude be
adopted when machinery or equipment is not sold but merely revalued.

On December 16, 1986, the NWC, through then Secretary Augusto B.
Sanchez – its chairman, approved the application for exemption of RCPI and
stated, among other things, that:

“The Executive Committee, therefore, recognizes the necessity
to set aside technicalities required by existing criteria under NWC Policy
Guidelines Nos. 6 and 8 and bestow greater significance to
the actual financial condition of RCPI.”
(Rollo, p. 24; Emphasis
supplied)

NWC decided to give RCPI a breathing spell because of numerous
obligations that the company had to meet. Under a compromise agreement, RCPI bound itself to pay 30% of whatever
was due the employees under PD 1713 for the mandatory third year increases and Wage
Order No. 1 for the first and second year. The balance of 70% was subject to
negotiations. (See G.R. No. 77503, Buklod ng Manggagawa
v. Sanchez, supra, Rollo, p. 168). NWC found that RCPI’s compliance with the Wage Orders would result in
the company’s financial dislocation and, accordingly, granted it the prayed for
exemption.

We see no reason from the records why a different treatment
should apply in the following year. Simply because there were changes or transfers of the same items to
differently named accounts in the books of the company, it does not follow that
it thereby ceased to be entitled to exemptions.

WHEREFORE, the petition is hereby GRANTED. The questioned decision and resolutions of
the National Wages Council are SET ASIDE and the application for exemption from
Wage Order No. 6 is GRANTED.

SO ORDERED.

Fernan, C.J., (Chairman), Bidin, Davide, Jr., and Romero, JJ., concur.

Feliciano, J., on leave.