CLI SEC 17-A and AFS

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COVER SHEET

C S 2 0 0 3 2 1 2 4 0
SEC REGISTRATION NUMBER

C E B U L A N D M A S T E R S , I N C .

(Company Name)

1 0 T H F L O O R , P A R K C E N T R A L E ,
B 2 L 3 , J O S E M A . D E L M A R S T . ,
C E B U I T P A R K , A P A S , C E B U C I T Y

(Business Address: No. Street/City/Province)

Clarissa Mae A. Cabalda 032-231-4870


Contact Person Company Telephone Number

1 2 3 1 17-A 0 5 3 0
Month Day Form Type Month Day
Annual Meeting

Secondary License Type, If Applicable

Dept. Requiring this Doc Amended Articles


Number/Section

Total Amount of Borrowings

Total No. of Stockholders Domestic Foreign

To be accomplished by SEC Personnel concerned

File Number LCU

Document I.D. Cashier


SEC Number: CS200321240
File Number: ________

CEBU LANDMASTERS, INC.


___________________________________
(Company’s Full Name)

10TH FLOOR, PARK CENTRALE, B2 L3,


JOSE MA. DEL MAR ST.,
CEBU IT PARK, APAS, CEBU CITY
___________________________________
(Company Address)

(032) 231-4914
___________________________________
(Telephone Number)

December 31, 2020


___________________________________
(Fiscal Year Ended)

SEC Form 17-A Annual Report


___________________________________
(Form Type)

-
___________________________________
(Amendments)

2
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, 2020

2. SEC Identification Number CS200321240

3. BIR Tax Identification No. 227-599-320

4. Exact name of issuer as specified in its charter CEBU LANDMASTERS, INC

5. Province, Country or other jurisdiction of incorporation or organization CEBU CITY,


CEBU, PHILIPPINES

6. Industry Classification Code (SEC Use Only)

7. Address of principal office


10th FLOOR, PARK CENTRALE, B2 L3, JOSE MA. DEL MAR ST., CEBU IT
PARK, APAS, CEBU CITY Postal Code 6000

8. Issuer's telephone number, including area code (032) 231-4914

9. Former name, former address, and former fiscal year, if changed since last report
not applicable

10. Securities registered pursuant to Sections 8 and 12 of the SRC, or Sec. 4 and 8 of
the RSA

Number of shares issued and


Title of each class
outstanding
COMMON SHARES 1,554,999,600

11. Are any or all of these securities listed on a Stock Exchange.

Yes [ X] No [ ]

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

Stock Exchange: Philippine Stock Exchange


Securities listed: Common shares

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: ₱1,867,856,614 as
of December 31, 2020
3
TABLE OF CONTENTS

PART I – BUSINESS AND GENERAL INFORMATION

Item 1 Business 5
Item 2 Properties 31
Item 3 Legal Proceedings 32
Item 4 Submission of Matters to a Vote of Security Holders 32

PART II – OPERATIONAL AND FINANCIAL INFORMATION

Item 5 Market for Registrant’s Common Equity and Related Stockholder Matters 33
Item 6 Management’s Discussion and Analysis or Plan of Operation 35
Item 7 Financial Statements 40
Item 8 Changes in and Disagreements with Accountants and Financial Disclosure 41

PART III – CONTROL AND COMPENSATION INFORMATION

Item 9 Directors, Executive Officers and Key Personnel of the Registrant 41


Item 10 Executive Compensation 45
Item 11 Security Ownership of Certain Beneficial Owners and Management 46
Item 12 Certain Relationships and Related Transactions 47

PART IV – CORPORATE GOVERNANCE

Item 13 Corporate Governance 47

PART V – EXHIBITS AND SCHEDULES

Item 14 Exhibit: Audited Financial Statements 52


Item 15 Reports on SEC Form 17-C 52

SIGNATURES 53

4
PART I – BUSINESS AND GENERAL INFORMATION

ITEM 1. BUSINESS

Background

Cebu Landmasters, Inc. (“CLI” or “Cebu Landmasters” or “the Company”) was incorporated on
September 26, 2003. On June 2, 2017, the Company was listed on the Philippine Stock Exchange
(PSE) with “CLI” as its ticker symbol. A total of 430,000,000 shares were issued and fully subscribed at
P5.00 per share.

After 17 years of operations, the Company has diversified its portfolio to better match the myriad
demands of the Visayas and Mindanao (VisMin) property sector. As of date, CLI has a total of 77
projects in different stages of development, which include 23 residential subdivisions, 29 residential
condominiums, 6 hotels, 7 retail locations, 5 offices, 5 mixed-use and 1 estate development.

CLI opened its first hotel development in September 2019—Citadines Cebu City. The 180-room
condotel, is operated and managed by Ascott International Management Pte Ltd., one of the leading
international lodging owner-operators. This is the first of several hotel developments being built by CLI
that will be managed by Ascott and other world-renowned hotel operators.

A recent market study by Santos Knight Frank named CLI as the leading residential developer in the
Visayas and Mindanao (VisMin) in 2020 with the largest market share from among real estate firms
providing condominium and subdivision projects in the region. The study disclosed that CLI accounted
for 18,683 units or 12% of the available 86,126 units in VisMin pulling ahead of developers operating
nationwide.

CLI continues to expand its land bank to support its expansion plans. As of December 31, 2020, the
Company has a total of 908,959 square meter (sq.m.) of developable land in 15 growth centers in
VisMin. The Company has several strategic land acquisitions lined up in greater Cebu, Bacolod and
Davao, with new expansion areas such as Ormoc, Palawan, Butuan and General Santos City also on
the horizon.

CLI Visayas – Mindanao Presence

Since its incorporation, CLI has grown its portfolio to include residential subdivision and condominium,
mixed-use, offices, hotels, retail locations and recently, estate and reclamation developments. The
Company designs its projects to meet the needs of different market segments. Its brands are carefully
planned and priced to provide excellent value for the particular segment it serves.

The Premier Masters include projects such as Base Line Premier, 38 Park Avenue, Astra Center and
Paragon Center that are designed for world-class living in prime urban locations. The Garden Series
brand, like Mivela Garden and Velmiro Greens Bohol cater to the middle market. The Casa Mira brand,
on the other hand, is for the affordable economic housing segment while the Villa Casita brand is for
the socialized housing market.

The Company’s projects are discussed in detail in the succeeding sections.

In 2018, CLI started to venture into larger scale developments with the launch of Davao Global
Township (“DGT”), a 22-hectare (ha) estate located in Matina, Davao. Site development is ongoing and
the first project on the site is scheduled for launch in 2021.

Aside from DGT, the Company has ongoing negotiations with landowners in Cebu, Davao, Bohol,
Bacolod , and Cagayan de Oro (CDO) for future estate and reclamation projects.

The Company endeavors to sustain its growth momentum by launching 15 new residential projects in
2021 across VisMin.

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Real Estate Development Overview

Cebu Landmasters currently has 77 projects in various stages of construction spread across 15 major
cities in VisMin.

To meet the demands of its market, CLI has extended its product offering from a single residential
project in 2003 to include residential, office, hotel, retail, mixed-use, and estates. Similarly, the
Organization works at varying market tiers, serving the residential demands of high-end, middle-
income, low-income, and socialized housing groups.

Completed projects

In 2020, Cebu Landmasters was able to complete and turnover units in Mivesa Garden Residences
(Phase 3), Latitude and Villa Casita North.

The Company’s 32 completed developments are a mix of vertical and horizontal residential, mixed-use,
office, hotel, and retail projects as enumerated below.

No.
Constructi Sold Compl
No. Project Location Type Use of
on Units etion
Units
San Jose Maria Village – Balamban,
1 Horizontal Residential Mid-Market 231 201 2006
Balamban Cebu
San Jose Maria Village – Minglanilla,
2 Horizontal Residential Mid-Market 145 145 2008
Minglanilla Cebu
San Jose Maria Village – Talisay City,
3 Horizontal Residential Mid-Market 96 96 2012
Talisay Cebu
San Jose Maria Village – Toledo City,
4 Horizontal Residential Mid-Market 144 101 2010
Toledo Cebu
Balamban,
5 Villa Casita Balamban Horizontal Residential Socialized 101 101 2015
Cebu
Minglanilla,
6 Midori Plains Horizontal Residential Mid-Market 370 370 2014
Cebu
7 Asia Premier Residences Cebu City Vertical Residential High-End 88 88 2012

8 Base Line Residences Cebu City Vertical Residential High-End 201 201 2013
Mandaue City,
9 Midori Residences Vertical Residential Mid-Market 396 396 2014
Cebu
10 Park Centrale Tower Cebu City Vertical Office Office 50 50 2015
Mivesa Garden Residences
11 Cebu City Vertical Residential Mid-Market 479 477 2016
(Phase 1)
Mivesa Garden Residences
12 Cebu City Vertical Residential Mid-Market 458 457 2016
(Phase 2)
Minglanilla,
13 Velmiro Heights (Phase 1) Horizontal Residential Mid-Market 348 346 2016
Cebu
Casa Mira Linao (Phase 1 Minglanilla,
14 Horizontal Residential Economic 725 725 2016
and 2) Cebu
Casa Mira Towers Labangon
15 Cebu City Vertical Residential Economic 272 272 2018
Tower 1
Casa Mira Towers Labangon
16 Cebu City Vertical Residential Economic 414 409 2019
Tower 2
17 Casa Mira South Phase 1A Naga, Cebu Horizontal Residential Economic 342 342 2018

18 Casa Mira South Phase 1B Naga, Cebu Horizontal Residential Economic 667 665 2018

19 Casa Mira South Phase 2A Naga, Cebu Horizontal Residential Economic 494 494 2019

20 Casa Mira South Phase 2B Naga, Cebu Horizontal Residential Economic 250 250 2019

6
No.
Constructi Sold Compl
No. Project Location Type Use of
on Units etion
Units
CDO City,
MesaVerte Residences
21 Misamis Vertical Residential Mid-Market 252 252 2019
Tower 1
Oriental
CDO City,
MesaVerte Residences
22 Misamis Vertical Residential Mid-Market 252 252 2019
Tower 2
Oriental
23 Base Line Center Cebu City Vertical Mixed-Use Mixed-Use - - -

24 Base Line Retail Cebu City Vertical Retail Retail 5,918 sq.m. 2019

25 Citadines Cebu City Cebu City Vertical Hotel Hotel 180* 71 2019

26 Base Line HQ Cebu City Vertical Office Office 54 52 2019

27 Base Line Premier Cebu City Vertical Residential High-end 379 378 2019
CDO City,
MesaVerte Residences
28 Misamis Vertical Residential Mid-Market 294 294 2019
Tower 3
Oriental
Guadalupe Pinamalayan
29 Mindoro Horizontal Residential Socialized 338 312 2019
Socialized Housing Project
30 Latitude Corporate Center Cebu City Vertical Office Office 58 57 2020
Bogo City,
31 Villa Casita North Horizontal Residential Socialized 686 663 2020
Cebu
Mivesa Garden Residences
32 Cebu City Vertical Residential Mid-market 576 570 2020
(Phase 3)

Ongoing projects (under construction)

CLI has the following 45 ongoing projects in various stages of construction.

No.
Sold Compl-
No. Project Location Construction Type Use of
Units etion
Units
1 Base Line Prestige Cebu City Vertical Residential High-end 351 349 2023
2 Base Line Lyf Hotel Cebu City Vertical Hotel Hotel 153 - 2022
Mandaue
3 Astra Center Vertical Mixed-Use Mixed-Use - - 2023
City, Cebu
Mandaue
4 Astra Corporate Center Vertical Office Office 15,906 sq.m. 2025
City, Cebu
Mandaue
5 Astra Lifestyle Mall Vertical Retail Retail 13,464 sq.m. 2022
City, Cebu
Mandaue
6 Radisson Red Vertical Hotel Hotel 146 2023
City, Cebu
One Astra Place Mandaue
7 Vertical Residential High-end 478 475 2024
Residences 1 City, Cebu
One Astra Place Mandaue
8 Vertical Residential High-end 533 488 2025
Residences 2 City, Cebu
MesaTierra Garden Mid-
9 Davao City Vertical Residential 677 662 2021
Residences market
Sibulan,
10 Casa Mira Coast Negros Horizontal Residential Economic 543 542 2021
Oriental
Bacolod City,
Mid-
11 MesaVirre Building A Negros Vertical Residential 294 291 2021
market
Occidental

7
No.
Sold Compl-
No. Project Location Construction Type Use of
Units etion
Units
Bacolod City,
Mid-
12 MesaVirre Building B Negros Vertical Residential 442 432 2021
market
Occidental
Bacolod City,
Mid-
13 MesaVirre Building C Negros Vertical Residential 336 310 2023
market
Occidental
14 38 Park Avenue Mixed-Use Cebu City Vertical Mixed-Use Mixed-Use 2021
15 38 Park Avenue Cebu City Vertical Residential High-end 764 736 2021
16 The Park @ 38 Park Avenue Cebu City Vertical Retail Retail 1,899 sq.m. 2021
Casa Mira Towers
17 Cebu City Vertical Residential Economic 544 544 2021
Guadalupe Tower 1
CDO City,
Mid-
18 Velmiro Uptown CDO Misamis Horizontal Residential 396 394 2023
Market
Oriental
Bacolod City,
Mid-
19 Velmiro Plains Bacolod Negros Horizontal Residential 342 243 2023
Market
Occidental
Bacolod City,
20 Casa Mira Bacolod Negros Horizontal Residential Economic 431 276 2023
Occidental
21 Davao Global Township Davao City Estate Estate Estate
Davao Global Township -
22 Davao City Vertical Retail Retail 2023
Mall
23 Paragon Center Davao City Vertical Mixed-Use Mixed-Use 2024
One Paragon Convention
24 Davao City Vertical Retail Retail 6,650 sq.m. 2024
Center
25 Paragon Retail Davao City Vertical Retail Retail 2024
26 Citadines Paragon Davao City Vertical Hotel Hotel 132 56 2024
27 One Paragon Place Davao City Vertical Residential High-end 554 515 2024
CDO City,
Casa Mira Towers CDO
28 Misamis Vertical Residential Economic 444 444 2023
Tower 1
Oriental
CDO City,
Casa Mira Towers CDO
29 Misamis Vertical Residential Economic 542 540 2023
Tower 2
Oriental
Casa Mira Towers Mandaue Mandaue
30 Vertical Residential Economic 821 738 2023
(Phase 1) City, Cebu
31 Patria de Cebu Cebu City Vertical Mixed-Use Mixed-Use
32 Patria de Cebu Retail Cebu City Vertical Retail Retail 2024
33 Patria de Cebu Office Cebu City Vertical Office Office 5,186 sq.m. 2025
34 Patria de Cebu Hotel Cebu City Vertical Hotel Hotel 2024
Bacolod City,
35 Citadines Bacolod Negros Vertical Hotel Hotel 200 2022
Occidental
Mid-
36 Mivela Garden Residences Cebu City Vertical Residential 1,585 1,281 2023
Market
Velmiro Greens Bohol Mid-
37 Dauis, Bohol Horizontal Residential 204 178 2023
(Phase 1) Market
Iloilo City,
38 Casa Mira Iloilo Horizontal Residential Economic 1,188 871 2023
Panay
Casa Mira Towers Mandaue Mandaue
39 Vertical Residential Economic 407 214 2023
Tower 2 City, Cebu
40 Casa Mira South (Phase 3B) Naga, Cebu Horizontal Residential Economic 453 453 2022
Casa Mira Towers
41 Cebu City Vertical Residential Economic 234 224 2023
Guadalupe Tower 2
Dumaguete
Casa Mira Dumaguete
42 City, Negros Horizontal Residential Economic 586 133 2024
(Phase 1)
Oriental
43 Casa Mira Towers LPU Davao City Vertical Residential Economic 930 674 2024

8
No.
Sold Compl-
No. Project Location Construction Type Use of
Units etion
Units
Minglanilla,
44 Casa Mira Linao (Phase 3) Horizontal Residential Economic 128 120 2024
Cebu
45 Casa Mira South (Phase 3A) Naga, Cebu Horizontal Residential Economic 165 165 2022
Notes:
*Citadines Cebu City has total of 180 condotel units with 74 units in inventory for sale.
**Mixed-use – individual components already describe its respective number of units, hotel keys and gross
leasable area
***Not applicable as the project relates to pure hotel operations

Residential developments

The Company's brands are classified into four categories: Premier Masters, which are high-end
residential developments with prices beginning at more than ₱3.0 million per unit; Garden Series, which
are mid-market housing projects with prices starting at ₱2.0 million per unit; Casa Mira Series, which
are affordable housing units with prices ranging from ₱480,000 to ₱3.0 million; and Villa Casita, which
are socialized housing units with prices not exceeding ₱480,000.

The list below categorizes the projects according to market segments:

a. Horizontal (Subdivision) Projects:

Socialized: Villa Casita Bogo and Villa Casita Balamban in Cebu; Guadalupe Pinamalayan
Socialized Housing Project

Economic: Casa Mira Linao and Casa Mira South in Cebu; Casa Mira Coast and Casa Mira
Homes Dumaguete in Negros Oriental; Casa Mira Bacolod in Negros Occidental;
and Casa Mira Iloilo in Panay

Mid-Market: San Jose Maria Villages, Midori Plains and Velmiro Heights in Cebu; Velmiro
Uptown CDO in Misamis Oriental; and Velmiro Plains Bacolod in Negros
Occidental; Velmiro Greens Bohol;

b. Vertical (Condominium) Projects:

Economic: Casa Mira Towers Labangon, Casa Mira Towers Guadalupe and Casa Mira
Towers Mandaue in Cebu; Casa Mira Towers CDO in Misamis Oriental; and Casa
Mira Towers LPU in Davao

Mid-Market: Midori Residences, Mivesa Garden Residences and Mivela Garden Residences in
Cebu; MesaVerte Garden Residences CDO; MesaTierra Garden Residences in
Davao; and MesaVirre Garden Residences in Bacolod

High-End: Asia Premier Residences, Base Line Residences, Base Line Premier, Base Line
Prestige, 38 Park Avenue, and One Astra Place in Cebu; and One Paragon Place
in Davao

Horizontal (Subdivision) Projects

Villa Casita Balamban

Launched in 2014, CLI’s first socialized housing development is located at Buanoy, Balamban, Cebu.
With a land area of 8,128 sq.m., it consists of 101 row house units having a lot area of 36 sq.m. and
a floor area of 22.65 sq.m. Pre-sold units were priced at about ₱400,000. It is fully developed,
completed and sold out.

9
Villa Casita North

The second project of the Company’s Villa Casita brand offers its homeowners well-designed homes,
well-planned site development, and sizable green spaces for parks and community facilities
traditionally found only in mid-market or upscale developments. The development is designed to
provide over 686 homes to families in the North of Cebu with a selling price of ₱480,000 per unit.

Guadalupe Pinamalayan Socialized Housing Project

This socialized housing project in Pinamalayan, Oriental Mindoro, was started in 2015 in collaboration
with Habitat for Humanity. The 3.9-hectare initiative includes 337 single-story and detached units,
with 77 of them going to Habitat for Humanity recipients.

Casa Mira Linao

Launched in 2015, Casa Mira Linao is CLI’s first foray into economic housing development. The
project is located in the hills of Linao-Lipata, Minglanilla, Cebu on a 12-ha property. Phase 1 and 2
comprises 725 townhouse units with floor areas ranging from 37 to 62 sq.m and average selling price
starting from ₱900,000 to ₱1.40 million. It is fully developed, completed and sold out.

In 2020, CLI launched Casa Mira Linao Phase 3 composing 120 single-detached townhouse units
with 59 sq.m. in floor areas at an average selling price of ₱3.50 million.

Casa Mira South

Launched in 2016, this economic housing development is located in the Naga City and the
Municipality of San Fernando, both in Cebu. This 32-ha community built on a rolling terrain that allows
for expansive views and generous open spaces and amenities is divided into four phases consisting
of 3,338 townhouse units, with each unit having floor areas ranging from 36 to 59 sq.m. Average pre-
selling price ranges from ₱1.10 million to ₱1.60 million. Phase 1 and 2 are completed and turnover
to unit owners is almost complete. In 2018, it was awarded as the Best Housing Development in Cebu
at the Philippine Property Awards.

In 2020, CLI launched Casa Mira South Phase 3A and Phase 3B with 618 units at an average pre-
selling price of ₱1.20 million to ₱2.60 million. The expansion projects are both fully sold during the
year while Phase 4 are still being marketed.

Casa Mira Coast

Casa Mira Coast, a residential economic subdivision located in Barangay Maslong, Sibulan, Negros
Oriental, is a 5.3-ha project that consists of 543 townhouses selling at ₱1.60 million to ₱2.20 million.
It offers amenities that are not only top of the line but also affordable. Apart from this, the project has
a breathtaking view of the nearby coast and is only 2.0 km away from the Dumaguete Airport. The
development is scheduled for completion and turn-over in 2021.

Casa Mira Dumaguete

Launched in 2020, the second Casa Mira project in Negros Oriental is located in a 7-ha land in
Junob, Dumaguete City. Its modern architecture and design were inspired by the classic American
Country Home. This development is split into two phases with a total of 586 house and lot units.
Phase 1 was already launched during the year with selling prices ranging from ₱2.20 million to
₱3.70 million per house and lot while Phase 2 is currently in the planning stage. Average floor range
is 60 to 135 sq.m.

Casa Mira Bacolod

Casa Mira Bacolod is the 7th Casa Mira project of CLI with 431 house and lot units. With its accessible
location, homeowners enjoy more the conveniences brought by business establishments, malls,
schools, churches and major institutions. The development offers generous open spaces and well-

10
planned amenities at an affordable price ranging from ₱1.70 million to
₱2.2 million. The well-designed houses range from 40 to 46 sq.m. in floor area.

Casa Mira Homes Iloilo

This 14-ha community features a contemporary mix of townhouses and single detached units inspired
by the cultural evidence of the Spanish colonial era that has been part of our Philippine history. It’s
design and architecture mimic that of the Bahay na Bato that is one of the most iconic historical places
in Iloilo. In 2020, CLI launched its first project in Iloilo City, Panay comprising 1,188 house and lots
with a typical floor area of 48 sq.m. and average pre-selling price of ₱1.80 million to ₱2.7 million.

San Jose Maria Villages (“SJMV”)

This series of villages located in the south and southwest of Cebu City paved the way for CLI in
providing affordable mid-cost quality homes to the middle market segment. SJMV offered a mix of
single-detached, semi-attached townhouses and lot-only choices to the buyers. SJMV-Balamban is
a 3.0-ha development with 231 units launched in 2013 SJMV-Minglanilla is a 2.9-ha development
with 145 units launched in 2007. SJMV-Toledo is a 3.0-ha development with 144 units launched in
2009. SJMV-Talisay is a 1.9-ha development with 96 units launched in 2010. Lots were pre-sold at
₱7,000 per sq.m., while house and lot units averaged at ₱1.40 million to ₱3.60 million. All SJMV
projects are fully developed and completed, with both SJMV-Minglanilla and SJMV-Talisay sold out.

Midori Plains

Launched in 2011, this mid-market development is located in the Municipality of Minglanilla, Cebu.
This 7.0-ha Asian-inspired subdivision south of Cebu City has 370 residential units ranging from
townhouse units with 40-sq.m. floor areas to single-detached units with an area of 77 sq.m. each. It
is fully developed, completed and sold-out.

Velmiro Heights Cebu

This mid-market development was launched in 2013 and is located on an 8.80-ha property in
Tunghaan, Minglanilla, Cebu. This 428-unit development offers 11 different house models, ranging
from townhouses to single-detached, two-storey units. Townhouses have 60-sq.m. floor areas, while
the largest unit contained 131 sq.m. of living space. Townhouses were pre-sold at an average price
of ₱1.70 million while the largest single-detached unit is about ₱5.30 million. Phase 1 is now fully
developed, completed, and sold, while Phase 2's 81 units are still on the market.

Velmiro Uptown CDO

Launched in 2017, Velmiro Uptown is located in Upper Canituan, CDO City, providing easy access
to various establishments in the city. This 14-ha mid-market residential subdivision has a total 396
house and lot units nestled at a prime spot in CDO City. The project offers a mix of units from
townhouses to single detached houses with floor areas 60 to 106 sq.m., respectively. The average
selling price ranges from ₱2.40 million to ₱5.0 million. The project is set to be completed by 2022.

Velmiro Plains Bacolod

Bringing new heights to the City of Smiles in 2019 is Velmiro Plains Bacolod. This 8.3-ha
development is a modern mid-market residential community comprising 342 house and lot units
with floor area ranging from 60 sq.m. to 106 sq.m. Located strategically at Granada, Bacolod City,
the average selling price ranges from ₱2.60 million to ₱4.20 million per house and lot.

Velmiro Greens Bohol

CLI’s first development in this 3.6 ha property in Dauis Panglao, Bohol is accessible to schools,
places of worship, tourist spots, malls, beach resorts and other major establishments. The project
offers a mix of units from townhouses to single detached houses with average floor area ranging
from 48 sq.m. to 67 sq.m. Average prices range from ₱2.30 million to ₱3.6 million per house and
lot.

11
Vertical (Condominium) Projects

Casa Mira Towers Labangon

Launched in 2016, this is CLI’s primary venture in the economic segment of residential
condominiums. The project is located in Labangon, Cebu City on a 3,681-sq.m. property that used
to be the location of the old CLI headquarters. This two-tower development on top of a commercial
podium has a total of 686 residential units. It offers 20-sq.m. studio units and 1-bedroom units
averaging 37 sq.m. units pre-sold at ₱1.25 million to ₱1.43 million. Construction for the development
started in 2016 and completed in 2018.

Casa Mira Towers Guadalupe

Located across the Fooda intersection of V. Ramos St., and V. Rama, is beautifully designed three-
towered residential condominium offers quality living and an upgraded lifestyle. This three-tower
residential condominium has a total of 1,231 condominium units and retail components. A studio room
currently costs around ₱2.60 million from its pre-selling price at ₱1.58 million. Tower 1, with 544
condo units, is fully sold and is expected to be completed by 2021. Tower 2, with 234 units, was
launched in 2020 while Tower 3 is expected to be launched in 2021.

Casa Mira Towers Mandaue

Launched in 2019, Casa Mira Towers Mandaue, a four-tower mid-rise condominium located in
Marciano Quizon, St, Mandaue City, Cebu, is the 8th development of CLI’s Casa Mira flagship
housing community. The project offers a mix of studio and one-bedroom units with prices ranging
from ₱75,000 to ₱80,000 per sq.m. Phase 1 and phase 2 development are allocated with 659 units
while 736 units, respectively. The project is expected to be delivered and turned over by 2023.

Casa Mira Towers CDO

Located within the progressive city of Cagayan de Oro, Casa Mira towers CDO is a two-tower
residential condominium with 986 units offering an upgraded lifestyle for the Filipino family. Launched
in 2019, the development also has its own retail spaces on the ground floor area providing utmost
convenience to its residents. With more space and more amenities, Casa Mira Towers CDO prides
in giving its residents more value for their homes. The project had sold out in 2020, despite the
nationwide community quarantines and the global pandemic.

Casa Mira Towers LPU

Located within minutes from Davao’s Francisco Bangoy International Airport, Casa Mira Towers LPU
is composed of two residential towers and retail at the podium with 930 condominium units. The
project will have a retail component at the ground floor for retail and food outlets to cater students
from Lyceum of the Philippines - Davao. This two-tower project is to support LPU Davao as a globally
competitive university township – a one-stop development with not just a standalone university, but
including supplementing components such as residential, hospitality, retail, and meetings, incentives,
conventions, and exhibitions needs; and to position Davao as one of the country’s up-and-coming
bustling and vibrant destinations.

Midori Residences

This zen-inspired twin-vertical mid-market residential condominium development is located in


Mandaue City, Cebu. Its 22-sq.m. studio and 40-sq.m. 1-bedroom units were pre-sold at an average
of ₱1.30 million to ₱2.60 million. It is fully developed, complete and fully sold out a total of 396 units.

Mivesa Garden Residences

Located in Lahug, Cebu City and launched in 2013, this 1.8 hadevelopment is a home to seven mid-
rise, mid-market residential buildings, and is designed as a garden-inspired community which has
60% open spaces within the prime property. This is a three-phase project with the first two phases
covering the first five buildings. The first two phases offer 937 units consisting of studio, 1-bedroom
and 2-bedroom units. Pre-selling started at ₱1.20 million for a 20-sq.m. studio unit, and up to ₱2.90

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million for a 2-bedroom 48-sq.m. unit. Phase 1 and 2 are completed and delivered. Phase 3 with a
total of 576 units is completed and started turn-over in 2020.

MesaVerte Residences

Launched in 2015, this is CLI’s initial entry into the Mindanao market. It is located on an 8,740-sq.m.
property in downtown CDO, Misamis Oriental, and 60% of the property is dedicated to open spaces.
The project offers 20-sq.m. studio and 39-sq.m. 1-bedroom units which were pre-sold at ₱1.47 million
and
₱2.88 million, respectively. The development is fully sold and is completed with turn-over to unit
owners on-going.

MesaTierra Garden Residences

Located in Emilio Jacinto Extension, the heart of Davao City, this 5,094 sq m. mid-market
condominium has a total of 677 residential units priced between ₱1.60 million to ₱3.40 million. This
development has various amenities like swimming pools, a sky garden, a playground and work space.
This condo project is expected to be turned over by 2021.

MesaVirre Garden Residences

Launched in the first quarter of 2018, MesaVirre Garden Residences, a three-tower mid-market
condominium with 1,072 condo units, is CLI’s first project in Bacolod. The project is only 17 minutes
away from the airport, 3 km from the Riverside hospital and situated near a number of malls. Building
construction is expected to be finished by the end of 2021.

Mivela Garden Residences

Mivela Garden Residences is a ₱5.3 billion project, located in Banilad, Cebu City, with four-towers
and 1,585 condo units. The Best-Selling Garden Series development has generated overwhelming
buyer interest as it is 80% sold out after 3 weeks of selling. The project is close to major
establishments providing urban comforts within near distance while maintaining its serene and
refreshing ambiance. Construction immediately started and will be completed by the first half of 2023.

Asia Premier Residences

Launched in 2010, CLI’s first vertical high-end residential condominium project is located at the Cebu
IT Park, Cebu City. The development is also the first residential development in the area. The units
ranged from studio units sized at 28 sq.m. and 3-bedroom units measuring 109 sq.m. It is fully
developed and completed and has since sold out its 88 units.

Base Line Residences

This 201-unit residential condominium project is located in uptown Cebu City on Juan Osmeña Street.
The project offered 23-sq.m. studio units at a pre-selling price of ₱1.59 million, while its 41-sq.m. 1-
bedroom unit pre-sold at ₱3.15 million. The project was launched in 2011, and is fully developed and
completed, with its 201 units having been sold out.

Base Line Premier

This development was launched in 2015 as the residential component of Base Line Center, a one-
hectare mixed-use development located along Juan Osmeña Street, Cebu City and right beside
another CLI project, Base Line Residences. It has 379 units consisting of 24-sq.m. studio and 45-
sq.m. 1-bedroom units. Studio units pre-sold at ₱2.22 million, while 1-bedroom units pre-sold at ₱4.16
million. Construction started in March 2016 and was completed in 2018.

38 Park Avenue

38 Park Avenue was launched last 2017 with a total of 764 units. This 38-floor New York inspired
condominium is designed to be the highest building in Cebu I.T. Park offering an exclusive and breath-
taking 360 view of the city. 38 Park Avenue presents five (5) types of condo residences: studio (24

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sq.m.), one-bedroom (54 to 56 sq.m.), two-bedroom (80 sq.m.), three-Bedroom (111 to 137 sq.m.)
and penthouse (320 to 420 sq.m.). The project is expected to be completed by end of 2022.

Base Line Prestige

Located in Juana Osmena St., Kapmuthaw Cebut City, this high-end residential condominium is the
final tower to rise in the Base Line Center. With 351 units, each unit is designed to be spacious and
accessible to various establishments. This tower has a wide range of amenities, from retail podiums,
fitness gyms, pools and playgrounds. Units for this project are being sold for ₱2.0 million to ₱10.0
million. The project is set to be completed by 2023.

One Astra Place Residences

Situated in the heart of A.S. Fortuna Street, the lifestyle avenue of Mandaue City, One Astra Place is
the residential component of Astra Centre, a mixed-use development that carries astounding design
of residential towers, upscale lifestyle mall, world-class hotel and modern office spaces. One Astra
place is a 15-storey condominium at 99% take-ups that comes with a wide range of world-class
amenities and features. The second residential tower was launched in 2019 with 92% take-up as of
December 31, 2020. The project is scheduled to be completed by 2024.

Office Projects

CLI capitalized on the growth of the BPO sector in Cebu when it launched its first office project, Park
Centrale in IT Park Cebu way back in 2013. Today, part of CLI’s strategy is to significantly grow its
recurring income projects to deliver 200,000 sq.m. of gross leasable area (GLA) in the next five years.
In 2020, the Company turned over Latitude Corporate Center, a Grade A office tower at the Cebu
Business Park with a Gross Floor Area (GFA) of 21,000 sq.m. Building development for Astra Corporate
Center (18,823 sq.m. GFA) and Patria de Cebu Office (4,562 sq.m. GFA) are currently ongoing.

Office Buildings: Park Centrale Tower, Base Line HQ, Latitude Corporate Center, Astra Corporate
Center, Patria de Cebu Office and Masters Tower Cebu Office

Park Centrale Tower

Park Centrale Tower is CLI’s first office development. Located at the Cebu IT Park, the 19-storey
Grade B office tower was launched in 2013 with total GFA of 11,920 sq.m. and was completed in only
two years of construction. The project was positioned to cater to both BPOs and executive offices.
60% of the office spaces were offered for lease, while the rest were fully sold as office condo units.
In 2014, the project was awarded as the Best Commercial Development (Cebu) during the 2014
Philippines Property Awards.

Base Line HQ

This project is the office component of the Base Line Center, a major mixed-used development of
CLI. Similar to the Company’s successful Park Centrale, the said project also caters to both BPOs
and executive offices. CLI offers for sale 70% of the 74 office units, while 40% was retained for the
Company’s growing leasing business. The strategic location attracted customers in the medical, legal,
government and outsourcing services.

Latitude Corporate Center

Latitude is a green building project registered with BERDE, the nationally accepted green building
rating system used to measure, verify and monitor the environmental performance of buildings that
exceed existing mandatory regulations and standards in the Philippines. This 21,000-sq.m. (in GFA)
development is a project of BL CBP Ventures, Inc., a joint venture company of CLI and Borromeo
Bros, Inc. At 24-storeys, Latitude will be the tallest office development at the Cebu Business Park. As
the project developer and manager, CLI uniquely positioned this project as a three-product office
development with BPO, enterprise and executive office offerings. With its iconic design and green
building features, the project is aiming for a 3-star BERDE certification. The BERDE project was
completed in 2020 with ongoing turn-over.

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Astra Corporate Center

Part of the mixed-use project in AS Fortuna, is Astra Corporate Center, the office leasing component
of Astra Centre. The Office building is 15-storey high with a total of 18,823 sq.m. of GFA. The project
is expected to be completed and be a source of leasing income of the Company by 2025.

Patria de Cebu Office

In 2018, Cebu Landmasters announced its partnership through a 40-year lease with the Archdiocese
of Cebu to develop and operate a mixed-use project in the 6,670 sq.m. property. The project will be
a redevelopment of the existing Patria de Cebu, an old Spanish establishment to accommodate hotel,
retail and offices. It will have approximately 21,000 sq.m. of GFA, with 4,562 sq.m. (GFA) of office
spaces. The project is expected to be completed and fully operational by year 2025.

Masters Tower Cebu Office

On February 19, 2021, the Company unveiled its ₱4-billion skyscraper that is set to open in 2025.
This mixed-use tower located on a 2,840 sq.m. area in the Cebu Business Park will have an iconic
office component in anticipation of a robust economic recovery in the next few years.

The tower’s office spaces from the 8th to the 12th floor anticipate the needs of locators who value
efficiency and sustainability and keenly follow global trends. The spaces will highlight horizontal
louvers to reduce solar heat by almost 70% and to create a comfortable work environment. In addition
to the louvers that reflect Cebuano craftsmanship, sky gardens in every floor and throughout the
LEED-registered building will enhance the well-being of its occupants.

Hotel and recreational development

In addition to its residential and office developments, CLI has recently entered the hospitality business
starting with the completion of its’ first hotel, Citadines Cebu City in September 2019.

Hotel: Citadines Cebu City, Radisson Red, Base Line Lyf Hotel, Citadines Paragon
Davao, Citadines Bacolod, Patria de Cebu Hotel, Abaca Resort Mactan Cebu, and
Sofitel Cebu City

Citadines Cebu City

Started operations in September 2019, the project is an international serviced residence with 180
rooms of which 74 units were offered for sale and 106 units were retained by the Company for
recurring revenue. Citadines Cebu City is part of the mixed-use Base Line Center located in Juana
Osmeña St, Cebu City, Cebu. It complies with international hospitality standards as it operates under
the management of The Ascott Limited, the world’s largest international serviced residence owner-
operator.

Radisson Red

Cebu Landmasters expands partnership with international hotel brands by signing a management
contract with Radisson Hotel Group, one of the world’s largest and most dynamic hotel groups, for
the first Radisson RED in the Philippines. Radisson RED will be part of the Astra Centre, a major
mixed-use development of the Cebu Landmasters, Inc. along A.S. Fortuna St. in Mandaue City, Cebu.
The 146 guest rooms of Radisson RED, with its unique design and upscale select service offering,
injects life into the hotel through informal services. The development is scheduled for completion and
operations by 2023.

Base Line Lyf Hotel

Portion of the 3rd tower in Base Line Center project is Base Line Lyf Hotel. This 153-room serviced
residence project targets the booming local and foreign millennial market in Cebu City. The hotel will
be managed by Ascott Limited, one of the world’s leading international serviced residences. This
project is set to be completed by 2022.

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Citadines Paragon Davao

Located at General Douglas Mcarthur Highway, Bucana Tolomo, Davao City, Citadines Riverside is
an apartment hotel which will be managed by Ascott. The hotel is designed to provide guests its world
class amenities, such as a fully-equipped kitchen, home entertainment, dining and retail outlets.
Citadines Paragon is set to open by 2024.

Citadines Bacolod

Citadines Bacolod will be the first internationally branded hotel of Bacolod managed by Ascott Limited.
The international hotel will provide 200 hotel units, an events hall, function rooms, meeting rooms,
restaurants, bar and various hotel amenities within a 4,502 sqm property. The project is scheduled to
open and start contributing to hotel revenue by 2022.

Patria de Cebu Hotel

In 2018, Cebu Landmasters announced its partnership through a 40-year lease with the Archdiocese
of Cebu to develop and operate a mixed-use project in the 6,670 sq.m. property. The project will be
a redevelopment of the existing Patria de Cebu to accommodate hotel, retail and offices. This Filipino-
Spanish inspired hotel development will cater to 167 guest rooms and is expected to be completed
and fully operational by year 2025

Abaca Resort Mactan Cebu

The all-suite Abaca Resort Mactan is a luxury resort in the Punta Engano area of Mactan island that
has received the highest ratings from global travel experts. With a footprint of 4,328 sqm., the property
is one of the few remaining prime properties in the area with an attractive oceanfront and just a short
drive from the Mactan Cebu International Airport. CLI envisions the Abaca Resort Mactan to expand
to a 100-room all-suite luxury development from its current nine rooms, to be completed in 2025.

In 2020, Abaca Boutique Resort in Cebu has been nominated as Asia’s Leading Boutique Beach
Resort 2020 and Asia’s Leading Boutique Resort 2020 in the 27th World Travel Awards.

Sofitel Cebu City

The first five-star luxury hotel in the Queen City of the South will rise on a 2,840 sqm property
considered to be the remaining prime corner lot in the Cebu Business Park, Cebu City’s prestigious
central business district. Sofitel Cebu City will be operated by multinational chain Accor, a world
leading hospitality group headquartered in France. The sustainability of this LEED-registered building
will be reflected in the design of the 14th to the 32nd floors which will house the luxury hotel with 195
guest rooms, a grand ballroom, 2 restaurants, executive lounge, meeting rooms, roof deck, swimming
pool, gym and spa.

Mixed-use developments and Townships


With its growing brand, experience and portfolio, CLI pursued larger scale developments in prime urban
locations.

Mixed-Use and Township: Base Line Center, Astra Center, 38 Park Avenue, Paragon Center,
Patria de Cebu, Davao Global Township and Masters Tower Cebu

Base Line Center

CLI’s first major mixed-use development is the Base Line Center, a 1.6-ha modern redevelopment in
the heart of midtown Cebu. The Company removed the existing structures in the old Base Line, a
well-known favorite gathering place of Cebuano families, and built a mixed-use development. The
project was completed in 2019.

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38 Park Avenue

CLI, through its joint venture, El Camino, also acquired a 1.18-hectare property inside the Cebu IT
Park, the largest remaining private property inside the prestigious address. This property called 38
Park Avenue at the Cebu IT Park, will be transformed into a mixed-use urban park with a 38-storey
residential tower, BPO office, hotel and retail boulevard.
Astra Center

In 2017, CLI launched another major mixed-used development, the Astra Center, in the bustling AS
Fortuna Mandaue area, a growing commercial district and the major thoroughfare that connects Cebu
and Mandaue. This medium-density project will house a hotel, residential, office and boutique mall.

Paragon Center

Another mixed-use development by CLI is the Paragon Center, a joint venture project in Davao that
was launched in 2018. The development comprises of the premier condominium, One Paragon Place,
Citadines Davao Hotel, a convention center and a lifestyle retail strip.

Patria de Cebu

In 2018, Cebu Landmasters announced its partnership through a 40-year lease with the Archdiocese
of Cebu to develop and operate a mixed-use project in the 6,670 sq.m. property. The project will be
a redevelopment of the existing Patria de Cebu, an old Spanish establishment to accommodate hotel,
retail and offices. It will have approximately 21,000 sq.m. of GFA and is expected to be completed
and fully operational by year 2025.

Davao Global Township

CLI also entered into another joint venture to develop a central business district in Matina, Davao.
The 22-hectare estate, called Davao Global Township will be developed into a large-scale self-
contained community with office, residential, mall and institutional uses.

Masters Tower Cebu

Set to be completed in 2025, will offer prime office and retail spaces and the first five-star luxury hotel
in the Queen City of the South. Sofitel Cebu City will be operated by multinational chain Accor, a
world leading hospitality group headquartered in France. The tower is Cebu Landmasters' most iconic
architectural structure to date, building a towering crown-like structure to represent the “Queen City
of the South”.

The architectural masterpiece will top-off at 192 meters above sea level and will be among the top
three tallest structures in the metropolis. It will have a structural height of 172 meters high, with an
architectural design inspired by the best of Cebuano creativity and craftsmanship, and with
sustainability as one of its cornerstones having been conceptualized to use energy and resources
efficiently and responsibly. Groundbreaking of the LEED-registered Masters Tower Cebu is slated
for the second quarter of 2021. CLI is aiming for the building’s LEED Gold certification.

Ming-mori Reclamation Project

CLI is currently working on Ming-mori Reclamation Project in its pipeline projects. This master
planned reclamation development covering 100 ha was issued an ECC by the Department of
Environment and Natural Resources (DENR) on July 22, 2020 following a comprehensive two-year
review. This project is a joint venture among the local government of Minglanilla and private
consortium partners Ming-Mori Development Corp. The techno business hub will be a township
project to house light industrial facilities with residential, commercial areas and an integrated port
facility and to generate over 75,000 jobs in the municipality while meeting sound environmental
guidelines.

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Competitive strengths

Leading property developer in VisMin with a distinguished brand and reliable track record of
project execution

CLI is the leading VisMin property developer with its unique regional expertise, sound “acquire-to-
develop” strategy, a strong relationship with the local broker community, a trusted brand by its buyers
and end-users, and a preferred partner of landowners as demonstrated by its successful JV
partnerships.

CLI has a 12 percent market share in the Visayas and Mindanao in terms of overall supply of residential
units for both vertical and horizontal developments, according to a survey undertaken by Santos Knight
Frank (SKF) in 2020. As a result, CLI is now the leading residential developer in VisMin region.

CLI has responded well to the increasing market demands of VisMin, outpacing other developers in
finishing construction and delivering completed units to its customers. On the average, CLI can convert
raw land to a turned-over project in less than two to three years, depending on the project size. CLI’s
condominium developments Base Line Residences, Park Centrale Tower, Mivesa Garden Residences,
Midori Residences, and Casa Mira Labangon were delivered to the buyers in two years, as committed
by the Company in its marketing materials.

The Company adopted a rigorous project management team approach, wherein key personnel from
each business unit are given a regular platform to monitor project milestones, and discuss important
synergies and shared deliverables among business units.

Strategic location selection to provide value-for-money proposition to customers

The criteria for choosing a location at CLI are very rigid. The Company is still on the lookout for
properties of high value appreciation potential. CLI's site quality has always been a catalyst for its
excellent sales success, whether for a high-end condominium project or an affordable housing project.
CLI has projects in some of Cebu City's most valuable real estate areas, including Cebu IT Park, Cebu
Business Park, Salinas Drive (Lahug), AS Fortuna (Mandaue), Base Line (midtown Cebu), and Mactan.
The Company looks at locations within a two-kilometer radius of the closest highway for its mid-market
and affordable housing developments. The Company has enhanced the facilities in the neighborhoods
where its housing developments are located. This has always proved to be a win-win environment for
the residents as well as the local neighborhood.

CLI's experience with the city and its communities, as a native developer, allows the company to choose
the best locations for its projects and to cater to the market's needs and tastes. San Jose Maria Village
- Balamban, CLI's first project, was established when CLI's founder, Mr. Jose R. Soberano III,
recognized that there was a ready demand for affordable housing among employees of Balamban's
manufacturing companies.

Because of CLI’s proven track record, landowners who wish to sell or develop their properties find it
easier to approach and work together with the Company. This is evidenced by the number of proposals
from landowners regularly received by CLI to buy or develop their properties.

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CLI gives its clients more value for their investment. Its properties are distinguished by the quality of its
locations, award-winning planning and design, generous amenities, timely and quality construction, and
industry-best customer service, after-sales and property management support at very competitive
prices. The Company has a strong pipeline in various affordability levels, and will strive to continuously
improve its products’ value proposition. As a success criterion and as practiced, CLI has always
projected its initial pre-selling prices to appreciate by at least 20-25% by the time the construction is
completed. As an indication of the positive market response, a number of its projects have set selling
records in the markets they are launched. 98% of the inventory from its completed projects have been
sold out. CLI’s MesaVirre Garden Residences in Bacolod, and Mivela Garden Residences in Cebu for
example, were respectively 100% and 80% sold out in three weeks.

Highly diversified and expanding project portfolio and socio-economic markets

From its first project in Balamban Cebu, CLI is now a fully integrated real estate developer with a highly
and diversified expanding portfolio of residences, offices, retail spaces, hotels, mixed use developments
and a township across VisMin.

2020 growth in revenue was mainly driven by its Garden Series (mid-market segment), followed by the
Casa Mira Series (economic segment), representing 36% and 32% of this year’s revenue.

Because of the Company’s diverse portfolio of projects addressing the needs of customers from all
socioeconomic classes, the Company should be less affected by negative economic trends that impact
a certain segment of the market. The Company is also able to harness the full potential of the market
with its capability and passion to supply the market demands.

Experienced management team and organizational culture

The Company aims to grow its workforce in line with high standards of professionalism, as it has over
the last 17 years. The Company has grown from two employees to a dynamic team of 574 executives,
managers, officers and staffs, who have contributed to the Company’s culture of excellence and strong
corporate governance values. CLI’s customer-first attitude and family-oriented team enables the
Company to achieve high stakeholder satisfaction and establish strong brand equity.

CLI is led by a family of real estate professionals. Its founder, Chairman of the Board of Directors,
President and CEO Jose R. Soberano III, was a former executive at Ayala Land, where he played an
integral role in the development of Cebu Business Park and Cebu IT Park, the two most valuable
commercial districts in Cebu City up to this day. CLI has grown its talent pool with the addition of
knowledgeable accounting and finance, business development, engineering, legal, marketing, and
sales professionals with extensive experience and success in their respective professional careers.
CLI’s key executives have had prior experience in reputable companies from related industries such as
real estate development, construction, power, banking, business process outsourcing, consulting and
others.

In 2016, CLI has launched a new marketing push for its brand with the tagline “We Build With You in
Mind”. This captures the customer-centric focus the Company has adopted since its incorporation in
2003 and shows how CLI personnel perform in every phase of the development cycle from project
planning to turnover. The customer service department extends post-turnover services by assisting the
tenants and unit owners in title processing and payment of their unit’s real property taxes.

CLI’s 2017 campaign, “With You Every Step of the Way” encapsulates the solid partnership between
CLI and the buyer in every stage leading to the creation of Cebu Landmasters Property Management,
Inc. (“CLPM”), the property management arm of Cebu Landmasters. CLPM offers integrated property
management services including building administration, subdivision maintenance, and special technical
services.

In 2018, CLI announced its new marketing campaign dubbed “live extraordinarily” a promise that the
Company gives to its stakeholders. This campaign aims to embrace the Company’s hands-on service,
value-added amenities, VisMin expertise and the wide-range of developments that we offer to our
customers. As the leading local developer in VisMin, the Company have grown through the trust and
satisfaction of our clients.

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Socially responsible development

CLI is committed to demonstrate responsible planning and development. Wherever the Company
develops, community and infrastructure improvements within the neighborhood are integral parts of the
development plans. CLI has partnerships with various barangays, local government units and
institutions, including Habitat for Humanity (“Habitat”).

For partnerships with barangays, a fine example is the community improvements done in Barangay
Lahug, Cebu City as part of its Mivesa Garden Residences project. As its gesture of goodwill for the
barangay and its constituents, the Company upgraded various barangay infrastructures including the
widening of the Salvador Ext. barangay road, installation of new drainage lines, and the construction of
a three-storey public market in 2013. The previous market was located along the sidewalk, so the
developer provided a more stable, hygienic and secure facility. This was well received by the local
community and serves as a testament that private development can also generate good social works.

Cebu Landmasters also developed a tricycle terminal for Barangay Quijada Guadalupe, right beside
Casa Mira Towers Guadalupe. The terminal was built to alleviate traffic in the area caused by the
loading and unloading of tricycle passengers. The new establishment provides safety and security to
both passengers and operators of Guadalupe.

Additionally, CLI collaborated with Habitat for the Pinamalayan Socialized Housing Project and
Bastikville 4 Socialized Housing Project in Quezon City, where CLI served as the developer of over 338
socialized units and 94 walk-up apartments, respectively. Aside from this, the Company generously
contributed to the Habitat Bohol Rebuild Program in 2015, which aimed to rebuild over 8,000 homes
affected by the October 2013 earthquake.

For its partnership with Ramon Aboitiz Foundation,Inc (RAFI), CLI’s current tree growing program
includes over 202,436 native seedlings planted over 43 hectares. CLI collaborates with RAFI as
part of its responsible compliance to Environmental Compliance Certificate (ECC) requirements for its
growing number of projects.

CLI is also an advocate of green building standards with some of its projects incorporating important
green building and environmentally friendly features. Its Latitude Corporate Center office project is
marked to be the first registered project in Cebu Business Park under BERDE, the Philippines’ green
building rating system that aims to promote sustainable design and operations.

In 2020, when the Covid-19 pandemic hit the country, CLI was in the forefront to nurture partnerships
despite the health crisis.

CLI was proactive in supporting the healthcare community. The Company turned over medical supplies
and relief packs to 18 local government units and 30 barangays around VisMin where CLI is present.
And through Its partners from The Abaca Group and Citadines Cebu City, CLI provided food packs to
frontliners and health care providers in Cebu.

In cooperation with the Cebu City Government, CLI likewise donated two-unit fully air conditioned
collapsible vans situated at the Cebu City Quarantine Center in the North Reclamation Area. These
served as temporary sleeping quarters for doctors, nurses, and medical personnel during the pandemic.

The Company highly value the services of its frontliners and third-party contractors, especially
during the global crisis. To help them and their families, CLI provided weekly financial assistance to
those who worked during the pandemic. A total of ₱12.5 million cash aid was extended to the
Company’s construction workers, security personnel, housekeeping and maintenance employees, and
other suppliers.

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Strategic joint venture partnerships

CLI takes pride in its ability to collaborate with and deliver great value to its joint venture (JV) partners.
CLI is the project manager and developer in all its joint ventures. These joint ventures enable the
Company to position itself in strategic locations such as Cebu Business Park through BL CBP Ventures,
Inc., and Cebu IT Park through El Camino Developers Cebu, Inc.

CLI’s JV partnerships are typically of a closer and more collaborative nature than the norm, where it
treats its JV partners as true and equal business partners. Its collaboration results in better-suited
products in the markets they are launched in, while benefiting from the market intelligence of its
partners. Product execution and delivery are also improved by leveraging on the professional and
regulatory networks of its partners.

Collaborating with a joint venture partner also facilitated the Company’s forays into new markets such
as Davao, Bacolod and Iloillo. After the success of MesaTierra, the Company entered into new
partnerships with YHES Inc. to develop Paragon Center and with YHEST Realty Dev’t Corp. to develop
Davao Global Township, both in Davao.

In 2019, Cebu Landmasters signed a joint venture agreement with an Aboitiz company. The JV
company, Cebu Homegrown Developers, Inc., is set to develop a mid-market, mixed-use, multi-tower
condominium project in Mandaue City, Cebu as its first project.

After the success of Latitude Corporate Center, CLI and Borromeo Bros. partnered afresh to develop
another project in another prime location within Cebu City. Cebu BL-Ramos Ventures, Inc. was
incorporated in 2020 to develop a mixed-use multi-tower residential condominium in Ramos Cebu City.

Additionally, CLI recently signed a joint venture agreement with prominent Iloilo businessman Alfonso
Tan, chairman of International Builders Corporation, for a high-rise residential tower on a prime corner
lot in Iloilo City’s downtown area. The tower will be the first condominium offering in the highly accessible
location.

The Company’s successful JV partnerships in its past and present projects underscores CLI’s
prominence as a preferred JV partner because of the priority it gives to its partners, its transparency in
terms of project planning and accountability, and its quick execution and delivery of projects. The fast
business development cycle it implements makes the Company attractive to its current and future JV
partners.

Financial strength: Strong profitability, prudent financial management and healthy balance
sheet

Throughout its growth, the Company has consistently demonstrated strong profitability and prudent
financial management. CLI’s gross profit and net income posted steady growth while maintaining
healthy margins and practicing prudence in its debt management. As of December 31, 2020, CLI’s
balance sheet remained healthy despite the global pandemic with current ratio at 2.41x and net debt to
equity ratio at 1.48x.

For the year ended December 31, 2020, CLI reported consolidated gross profit margin of 48% and net
income margin of 25%. Bottom-line decline was brought about by the impact of the coronavirus disease
(COVID-19) global pandemic. With the rapid increase of COVID-19 cases in the VisMin region, the
government implemented community quarantine to contain the spread of infection temporarily.
Company’s construction and transportation of resources gradually renormalized to 90% in the starting
the second half of the year from a 50% decline during the height of the pandemic in VisMin regions
where CLI operates.

The Company also prides itself in its cost discipline. While CLI hires contractors for its projects, it
purchases its own raw materials to ensure that the quality and cost are according to the Company’s
specifications.

Moreover, CLI has one of the most disciplined and responsive accounts receivable and customer
service teams. During the lockdown, the Company granted grace period to customers who requested
to defer their equity payments due to the pandemic. Despite this, delinquency rate remains low at 5.5%,

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which can be attributed to CLI’s proactive approach in managing its accounts receivable. With this the
Company was able to manage a net sales cancellation rate of 4%. For the year ending December 31,
2020, the Company’s net cancellation effect in revenue is at ₱103 million with recovery rate of 89%.

CLI also has a dedicated accounts management team who facilitates the take-out process, whether
through a bank mortgage or a cash payout for the contract balance.

Operational excellence

CLI has a fully integrated real estate set-up encompassing different areas, namely, acquisitions,
business development, technical planning, engineering and project management, sales and marketing,
documentation and licensing, legal services, customer service, and property management. The
Company prides itself on its hands-on and personalized approach, which allows itself to respond
effectively to its clients and industry partners.

Construction

For each horizontal and vertical development, CLI engages various general and specialty
contractors with both local and national experience. With over 121 engineers in its roster, CLI
handles the project and construction management aspect of every project, and manages the
various contractors and sub-contractors that are utilized. As the project manager, CLI controls the
delivery of its projects with priority on promptness, quality and professionalism. CLI does not have
any in-house construction or any affiliated general contracting business.

Sales

CLI has one of the industry-leading sales support teams. With over 55 sales support personnel, this
team collaborates, coordinates and supports the over 11,000-strong accredited broker/agent
network of CLI. This is CLI’s strategy in working harmoniously with the seller community by assisting
the brokers 24/7 from sales origination to closing. CLI works alongside brokers in addressing the
client inquiries until closing.

Key Strategies

Expansion to key cities in the Visayas and Mindanao

Regional Developments:

Bohol : Velmiro Plains Bohol


Dumaguete : Casa Mira Coast, Casa Mira Dumaguete
Bacolod : MesaVirre Garden Residences, Casa Mira Granada, Velmiro Plains
Iloilo : Casa Mira Iloilo
CDO : MesaVerte Garden Residences, Velmiro Uptown CDO, Casa Mira Towers
CDO
Davao City : MesaTierra Garden Residences, The Paragon Center, Davao Global
Township, Casa Mira Towers LPU

In 2015, CLI embarked on its regional expansion when it launched MesaVerte Residences in CDO.
This is the mid-market condominium offering of CLI with three 15-storey residential towers having a
total of 798 units which almost sold out in less than a year of pre-selling. In 2018, the Company then
introduced its mid-market horizontal project in the same city – Velmiro Uptown CDO. The subdivision’s
master plan shows an inventory of 396 units intended to meet the housing demand in the area.

In CDO, the Company set up its first satellite sales, administrative and engineering offices. The
Company finds a unique advantage in being homegrown, as it can distinguish itself further in these new
regional markets with similar local dynamics as Cebu.

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In 2016, CLI successfully set its foothold in Davao by launching MesaTierra Garden Residences, a 22-
storey residential condominium.

In 2017, CLI strengthened its market presence in Davao by entering into two new joint ventures to
develop the Paragon Center and Davao Global Township, a 22-hectare estate project. The Company
then launched Casa Mira Coast, a five-hectare property in Sibulan, Negros Oriental. After the
successful launch of its first Casa Mira brand outside Cebu, CLI expanded its footprint from Negros
Oriental to Negros Occidental by introducing MesaVirre Garden Residences, a three-tower residential
condominium project in Bacolod City.

In 2018, the Company launched Astra Center, its first mixed-used building in Mandaue, Cebu. The
Astra Centre is composed of Astra Centre Mall, Radisson RED, One Astra Place and Astra Corporate
Centre.

In 2019, the Company acquired Abaca Resorts Mactan and Lowaii Marine Cebu Resort in Mactan,
Cebu to increase revenues from its hotel segment. CLI entered into a joint venture with an Aboitiz
Company, to develop Mandtra Residences, a mid-market, mixed-use, multi-tower condominium project
in Mandaue City, Cebu.

In 2020, CLI sets footprint in Bohol and Iloilo with the successful launching of Velmiro Greens Bohol, a
3.6-hectare modern mid-market horizontal development in Jaro Dauis, Panglao, Bohol, and Casa Mira
Iloilo, 14.4-hectare economic subdivision project in Jaro, Iloilo City with 1,188 housing units. With the
fully take-up Casa Mira Coast in Sibulan, Negros Oriental, the Company launched Casa Mira
Dumaguete, a 6.1-hectare project to develop 586 economic horizontal housing units. CLI also launched
Casa Mira Towers LPU, a 930-unit economic condominium project, as a housing options for students
in Lyceum of the Philippines University.

CLI has several strategic land acquisitions lined up in greater Cebu, Bacolod and Davao, with new
expansion areas such as Ormoc, Palawan, Butuan and General Santos City also on the horizon.
CLI continues to pursue its aggressive plans to establish and deliver quality developments across the
VisMin region.

Building recurring income developments

As CLI sets its sight on a long-term growth trajectory, the Company is committed to growing its recurring
income portfolio. In 2013, CLI launched its first office building in Cebu IT Park. The project, Park
Centrale Tower, was designed to host both BPO and executive offices (office condominium units). With
its Grade A design and features, Park Centrale Tower was awarded as the Best Commercial
Development in Cebu in the 2014 Philippines Property Awards.

In 2015, CLI made another significant step in growing its recurring income portfolio when it launched its
Phase 1 of Base Line Center, a redevelopment of one of the largest remaining properties in the prime
midtown Cebu area. The project is a mix of retail, office, hotel and residential project.

In 2016, CLI launched Latitude Corporate Center, a joint venture development under BL CBP Ventures
Inc. This is a 24-storey Grade A office building offering future-ready spaces for businesses with a 13,000
sq.m. GLA.

In 2017, the Company launched 38 Park Avenue, a residential high-rise project with 3,000 sq.m of retail
space located in the last 1.18-hectare patch of green in Cebu I.T. Park, one of the Philippines’ top 20
prime real estate property.

In 2018, the Company launched Astra Center, a mixed-use development located in Mandaue City
designed to have a boutique mall, hotel, office and residential tower adding over 30,000 sq.m. GLA.

The first hotel business of the Company started operations in September 2019 allowing CLI to recognize
a new stream of revenue from the segment. Citadines Cebu City, the 180-room condotel, is operated
and managed by Ascott International Management Pte Ltd., the world’s largest international serviced
residence owner-operator.

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CLI’s current recurring income assets include BPO floor space, executive office space, residential units,
and various commercial and retail units in its condominium projects. These assets are now delivering
an annual lease income to CLI of close to ₱55.20 million with their combined GLA of 14,536 sq.m. At
present, the Company’s rental occupancy rate is at 79%, a minor decline from 82% as of December
31, 2019 with several ongoing commercial developments that will further boost its recurring income.
This includes Astra Center, Patria de Cebu and Masters Towers Cebu.

The new developments in Davao, Phase 1 of Davao Global Township and Paragon Center, are also
designed to boost the recurring income of the Company by 2025 by integrating a hotel, commercial
center, office and residential tower into one development.

Vertical integration – property management

On April 20, 2017, Cebu Landmasters Property Management, Inc. (“CLPM”), a wholly-owned subsidiary
of the Company, was incorporated to provide property management services to housing, condominium
and office projects developed by the Company. With the goal of making CLPM a self-sustaining and
revenue generating business unit, CLPM is envisioned to eventually offer and expand its services to
outside clients. Currently, CLPM is managing 32 projects with revenue for the period ending December
31, 2020, 2019 and 2018 are ₱42.60 million, ₱36.80 million, and ₱12.30 million.

Growth of economic housing brand (Casa Mira)

The Casa Mira brand of Cebu Landmasters is designed to answer the underserved demand in the
affordable housing sector. And even after the pandemic, Casa Mira remained CLI’s fastest selling and
most sought-after brand. Unit prices range from ₱1.80 million to ₱3.0 million. Correspondingly, the
monthly amortizations range from as low as ₱6,000 to as high as ₱15,000. This caters to households
with monthly incomes of ₱15,000 to ₱30,000.

Despite the pandemic, residents in VisMin purchased a record number of housing units from Casa Mira
which altogether accounted for 69% of CLI’s reservation sales that reached ₱14.23 billion, it said.
Currently, there are 11 Casa Mira communities and a total of over 10,500 housing units in VisMin
namely: (1) Casa Mira Linao, (2) Casa Mira South, (3) Casa Mira Towers Guadalupe, (4) Casa Mira
Towers Labangon, (5) Casa Mira Towers Mandaue, (6) Casa Mira Coast, (7) Casa Mira Bacolod, (8)
Casa Mira Towers CDO, (9) Casa Mira Iloilo, (10) Casa Mira Dumaguete, and (11) Casa Mira Towers
LPU. In 2021, CLI will roll out this brand in Ormoc, Davao, Bacolod and Palawan.
The Company sees this as a great opportunity to tap into the class B, C and D markets where most of
the working population belongs. With the Philippines’ young and growing workforce, the need for
affordable permanent housing options will continue to escalate.

Capitalizing on pipeline projects

CLI has positioned itself well for the next two years with healthy pipeline of over 25 projects: 18
residential and 7 recurring business projects in Metro Cebu, and key cities in VisMin. CLI intends to
grow its current product offerings with new vertical residential and mixed-use developments across
VisMin, which are expected to generate revenues and recurring income for the Company.

The Company’s envisions to launched 15 residential projects with sales value worth ₱19.0 billion
including untapped market such as Puerto Princess and Ormoc.

Establish and leverage strategic partnerships, alliances joint ventures and cooperation

CLI will also continue to pursue local partnerships that will serve to enhance its expansion plans. The
Company has proven that strategic alliances can provide a winning formula for securing strategic
locations and entering new markets for as long as the joint ventures are executed with best practices.
Its existing joint venture are CLI Premier Hotels Int’l. Inc. (CPH), BL CBP Ventures, Inc. (BL Ventures),
Yuson Excellence Soberano, Inc. (YES), Mivesa Garden Residences, Inc. (MGR), Yuson Huang
Excellence Soberano, Inc. (YHES), YHEST Realty and Development Corporation (YHEST), CCLI
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Premier Hotels, Inc. (CCLI), El Camino Developers Cebu, Inc. (El Camino), Cebu Homegrown
Developers, Inc. (CHDI), and YHES Premier Hotel Inc. (YHESPH).

In 2020 CLI’s new joint venture partnerships are Cebu BL-Ramos Ventures Inc. (CBLRV) and GGTT
Realty Corporation (GGTT).

Corporate Organization

CLI is presently engaged in real estate-related activities such as real estate development, sales, leasing
and property management. Its real estate portfolios include residential condominium units, subdivision
house and lots, and townhouses as well as hotels, office projects, retail spaces and townships.
In 2016, A B Soberano Holdings Corp. (“ABS”), formerly A B Soberano International Corporation, one
of CLI’s stockholders, assumed control of CLI by acquiring additional 400,000,000 shares of CLI and
became the parent company of CLI. ABS is a holding company and is incorporated and domiciled in
the Philippines. The registered office and principal place of business of ABS is located at 2nd Street
Villa San Lorenzo, Quijada Street, Barangay Guadalupe, Cebu City.

On January 6, 2017, the board of directors approved CLI’s application for the registration of 1,714
million of its common shares with the SEC and application for the listing thereof in the PSE. The board
of directors’ approval also covered the planned initial public offering of 430 million unissued common
shares of CLI. CLI’s shares were listed in the PSE on June 2, 2017.

On February 26, 2021, the Company increased the authorized capital stock to P10.0 billion common
shares and P1.0 billion voting preferred shares.

Subsidiaries and Affiliates


The Company holds ownership interests in the following subsidiaries and associates:

Effective Percentage of
Ownership
Entity 2020 2019

Subsidiaries
CLI Premier Hotels Int’l. Inc. (CPH) 100 100
Cebu Landmasters Property Management, Inc. (CPM) 100 100
A.S. Fortuna Property Ventures, Inc. (ASF) 100 100
BL CBP Ventures, Inc. (BL Ventures) 50 50
Yuson Excellence Soberano, Inc. (YES) 50 50
Yuson Huang Excellence Soberano, Inc. (YHES) 50 50
YHEST Realty and Development Corporation (YHEST) 50 50
CCLI Premier Hotels, Inc. (CCLI) 50 50
YHES Premier Hotels Inc. (YHESPH) 50 50
Mivesa Garden Residences, Inc. (MGR) 45 45
El Camino Developers Cebu, Inc. (El Camino) 35 35
Cebu Homegrown Developers, Inc. (CHDI) 50 50
Cebu BL-Ramos Ventures, Inc. (CBLRV) 50 -

Associates
Magspeak Nature Park, Inc. (Magspeak) 25 25
Ming-mori Development Corporation (MDC) 20 20
Icom Air Corporation (ICOM) 20 -

CLI Premier Hotels Intl., Inc., a wholly owned subsidiary of the Company, was incorporated on August
26, 2016 to take charge of Citadines Cebu City and the Company’s future hotel developments. The
commercial operations started on September 14, 2019. Its principal office address is at 10th Floor, Park
Centrale Tower, J.M. Del Mar St., Cebu IT Park, Brgy. Apas, Cebu City.

Cebu Landmasters Property Management, Inc., a wholly owned subsidiary of the Company, was
incorporated on April 20, 2017 to provide property management services initially to housing and
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condominium projects developed by the Company. It is envisioned to eventually offer and expand its
services to outside clients. The started commercial operations on September 1, 2017. Its principal office
address is at 10th Floor, Park Centrale Tower, J.M. Del Mar St., Cebu IT Park, Brgy. Apas, Cebu City.

A.S. Fortuna Property Ventures, Inc. was incorporated as a joint venture on March 9, 2017 to facilitate
the acquisition of a 9,989-sq.m. property along AS Fortuna Avenue for the development of the Astra
Center Mandaue, a mixed-use development in the AS Fortuna Mandaue area that will house a hotel,
residential and office development and a boutique mall. CLI acquired all the ownership interest of its
business partners at the end of 2017 which made ASF its wholly owned subsidiary as of December 31,
2017. Its principal office is located 10th Floor, Park Centrale Tower, Josemaria del Mar St., Cebu IT
Park, Brgy. Apas, Cebu City.

BL CBP Ventures, Inc. was incorporated on February 3, 2016 to develop Latitude Corporate Center, a
24-storey office development at the Cebu Business Park. BL CBP Ventures, Inc. was a joint venture of
the Company and Borromeo Bros, Inc. Its principal office address is at AB Soberano Bldg., Salvador
Ext., Labangon, Cebu City.

YES, Inc. was incorporated on December 15, 2016 to mark the Company’s entry into the Davao market.
It is a joint venture between the Company and Yuson Comm. Investments Inc. to undertake the
development of MesaTierra Garden Residences, a 21-storey residential condominium, and two other
mixed-use projects in Davao City. It will also engage in real estate brokering to facilitate the marketing
and sale of the joint venture developments in Davao. Its principal office address is at Suite A, 204 Plaza
De Luisa Complex, 140 R. Magsaysay Ave. in Davao City.

YHES, Inc. was incorporated on November 10, 2017 to develop the Paragon Davao, a 1.9-hectare
property in Riverside Davao. The development will become a mixed-use real estate which will include
a residential, retail, hotel and convention center. YHES Inc., is a joint venture of CLI, Yuson Strategic
Holdings Inc., and Davao Filandia Realty Corp. Its principal office is located at MesaTierra Garden
Residences Showroom, E. Quirino Avenue in Davao City.

YHEST Realty and Development, Inc was incorporated on August 10, 2018 to develop the Davao
Global Township. YHEST Realty and Development is a joint venture between CLI, Yuson Strategic
Holdings Inc., Davao Filandia Realty Corp., Plaza De Luisa Development Inc., Yuson Newtown Corp.,
and Davao Primeland Properties Corp. Its principal address is at MesaTierra Garden Residences
Showroom, E. Quirino Avenue in Davao City.

CCLI Premier Hotels, Inc. was incorporated on November 12, 2018 as an undertaking between CLI
and Capitaine, Inc. for the development of Citadines hotel in Bacolod City. The Citadines hotel is
planned to be managed by Ascott. The principal place of business of CCLI is located at 2nd floor
MesaVirre showroom in Bacolod City.

Mivesa Garden Residences, Inc. was incorporated on March 13, 2017 to develop Towers 6 and 7
(Phase 3) of Mivesa Garden Residences, a real property development project located on a 3,000-sq.m.
property to be registered in the Company’s name. Its principal office is located 10th Floor, Park Centrale
Tower, Josemaria del Mar St., Cebu IT Park, Brgy. Apas, Cebu City. CLI holds a 45% stake in MGR.

EL Camino Developers Cebu, Inc. was incorporated on August 15, 2016 to develop a 1.17-hectare
property inside the Cebu IT Park, and to construct (1) 38 Park Avenue at the Cebu IT Park, a 38-storey
high-end residential condominium, and (2) Park Avenue Corporate Center, a Grade A office building
with over 20,000 sq.m. of leasable area. Its principal office address is at Base Line Center, Juana
Osmeña St., Brgy. Kamputhaw, Cebu City. The Company has a 35% stake in El Camino.

YHES Premier Hotels Inc. was incorporated on October 28, 2019 as a wholly owned subsidiary of
YHES that will engage in hotel business. Its ultimate parent is CLI which owns 50% of YHES. YHESPH
has not yet started its commercial operations.

Cebu Homegrown Developers, Inc., a joint venture of Aboitizland and CLI, was recently incorporated
on December 5, 2019 to develop a high-rise mixed-use condominium complex, with sellable and
leasable units, in a 12,405 sq.m. lot area in Mandaue City, Cebu. The Company has a 50% stake in
Aboitiz CLI Cebu Developers, Inc.

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CBLRV was incorporated on February 21, 2020 as an undertaking between CLI and BBEI and is
engaged in the development of a mixed-use condominium tower in Cebu City. Its principal place of
business also is located in Cebu City.

Magspeak. was incorporated on October 21, 2011 to acquire, lease and develop lands into nature and
eco-tourism parks in Balamban Cebu, and to manage and operate the same. CLI holds a 25% stake in
Magspeak.

MDC was incorporated on August 1, 2013 to undertake and execute land reclamation projects, submit
bids and accept awards for reclamation projects, and manage, hold and sell reclaimed land and other
real property. MDC is the private consortium that has proposed to undertake the Ming-Mori Reclamation
Project of the Municipality of Minglanilla, which involves the development of the Minglanilla
TechnoBusiness Hub, a 100-hectare techno-business park in the progressive town of Minglanilla, a
mere 30 minutes away from Cebu City. The Company has subscribed to 20% in Ming-Mori
Development Corporation.

TWDC was incorporated on July 4, 2019 as a joint undertaking for the development of a reclamation
project in Bohol. CLI holds an 18% stake in TWDC.

ICOM was incorporated on December 2020 as an undertaking of CLI and various individual
stockholders to import aircraft(s) and operate a transportation business in the Philippines. ICOM’s
principal place of business is located in Iloilo City.

As a result of the above-described transactions, please refer to Item 14 Index Audited Financial
Statements for CLI’s corporate structure as of date.

Competition

In 2019, a real estate market study by SKF reveals that CLI is the number 1 developer of residential
projects in VisMin. The SKF market study that covered 10 key cities and included both national and
local developers in the VisMin areas named CLI as “the leading residential developer in VisMin”.

In 2020, a recent market study by SKF, CLI retained the position as “the leading residential developer
in VisMin” with the largest market share from among real estate firms providing condominium projects
and subdivisions in the region. The 2020 study shows that CLI leads the residential market with a 12%
market share, delivering close to 18,683 units, of the available 86,126 units in VisMin. These are based
on actual and current market supply offering. The listed company bested Sta. Lucia Realty and
Development and Camella Homes, at 11,897 units and 11,768 units, respectively.

In Metro Cebu, CLI has the largest market share of vertical residential developments at 23%, according
to the SKF study. The company’s absorption rate registered at 96% or significantly above the 80%
industry average in Metro Cebu indicating high demand for its products. Recently, for instance, it
launched Mivela Garden Residences, which sold out more than 80% of units in less than three weeks
from market launch.

The firm’s average take-up rate at 210 per month and absorption rate at 83% is way above the industry
average in the market. The condominium and subdivision absorption rate is at 86% and 82%,
respectively.

To leverage itself against competition, CLI draws its advantage on its core strengths – its hands-on
personalized service, local (i.e., VisMin) real estate expertise, stringent location selection, and
responsible development as well as in its aggressiveness, speed to market and best value projects.

Suppliers

CLI sources construction materials and services from third party suppliers and service providers both
in the local and national level who meet the Company’s strict quality standards through a pre-
qualification and a bidding process. There is no shortage of raw materials or services that the Company
needs for its day-to-day business as these are readily available in the market. Hence, the CLI is not
dependent on any single supplier or service provider.
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Through its purchasing team, evaluates suppliers who can provide the best value at the highest quality
with the least cost, can guarantee safe and on time deliveries, and have the capacity to improve and
innovate to meet the Company's requirements. At the same time, the Company has the necessary
internal controls, organizational structure and financial viability to assure the continuous delivery of the
raw materials by the supplier.

The Company engages contractors to undertake land development and construction on a per project
basis. While the Company mostly outsources architectural and engineering services for its projects, this
year, CLI has started doing engineering and design in-house.

The following are the Company’s top contractors and suppliers:

Supplier Product / Service


Steelasia Manufacturing Corporation General Contractor
Vic Enterprises General Contractor
APO Cement Corporation General Contractor
JLR Construction and Aggregates Inc. General Contractor
Maxima Steel Mills Corporation General Contractor
Phelps Dodge Philippines Energy Products Corp General Contractor
Cebu Oversea Hardware Co., Inc General Contractor
Metro Bacolod Pentalink, Inc. General Contractor
Nitronne Trade General Contractor
Matimco Incorporated General Contractor
Castcrete Builders Inc Supplier
Cigin Construction & Development Corp Supplier
J. E. Abraham C. Lee Construction Inc Supplier
Dakay Construction & Development Corp. Supplier
PLD Construction and Development Inc. Supplier
Young Builders Corporation Supplier
Kevlar Development Corporation Supplier
Carwill Construction Incorporated Supplier
DVS Construction Supplies and Services Supplier
Techno Stress System Corporation Supplier

Customers

CLI caters to several real estate categories – residential, retail, offices and hotels. Among the four
categories, the Company’s experience in the industry has been primarily focused on residential
development which comprises 98% of total current projects.

Of the Company’s developments, 36% of CLI’s horizontal and vertical projects serve the need of the
mid-market. Fast-selling projects like Midori Residences, Midori Plains, Velmiro Heights, Mivesa
Residences, MesaVerte Garden Residences, Velmiro Uptown CDO and Mivela Garden Residences
show the growing demand for new, well-built, well-planned and strategically located homes for the mid-
market segment. CLI’s mid-market clients are those who can afford a monthly equity payment of ₱8,000
to ₱15,000 and an annual income of ₱400,000 to ₱800,000.
The Company also caters to a small portion belonging to the upper-mid market segment who can afford
a monthly equity of ₱15,000 to ₱20,000 and earning ₱1.0 million to ₱3.0 million annually. These mid-
market segments prefer units at a price range of ₱2.0 million.

Casa Mira, CLI’s best-selling product offering, comprise of 36% of the Company’s reservation sales as
of date. High-end residential developments are at 24%, with successful projects such as Asia Premier
Residences, Base Line Residences, Base Line Premier, 38 Park Avenue, One Astra Place and One
Paragon Place. Office sales comprise of 3%, while socialized housing comprises only 1%, with two
projects to date.

Employment Profile % Citizenship % Marital Status %


Local 58% Filipino 95% Married 43%
OFW 30% Foreigner 5% Single 50%
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Self-Employed 9% Others 7%
Entrepreneur 4%

For its leasing business, the Company’s top lessees include a BPO company, a supermarket store,
service providers and food establishments.

CLI is committed to continuously address the growing needs and demand of the market in each
segment the Company caters to. CLI aims to constantly innovate, and remain consistent with the
quality of the developments, the selection of location and the hands-on service that goes along with it.

Transactions with related parties

Please refer to Item 12 of this report (“Certain Relationships and Related Transactions”).

Government approvals/regulations

The Company secures various government approvals such as the environmental compliance certificate,
development permits, license to sell, etc. as part of the normal course of its business.

Employees

The Company has a total of 574 employees, broken down in entities and department as follows:

Department/Company Employees
Parent Company
Engineering 121
Sales 55
Accounting and Finance 51
Treasury 46
Business Development 29
Permits & Licenses 25
Property Management 22
Accounts Management 19
Customer Care 19
Human Resources & Admin 17
Tax 13
Marketing 12
Purchasing 12
Corporate Finance 9
IT 9
Legal 5
Internal Audit 4
Leasing 3
Top Management 5
Subsidiaries
CLPM 60
CPH 38

ITEM 2. PROPERTIES

Land Inventory

Using its location selection criteria, the Company, its joint ventures and associates (“Company and its
Related Entities”) have invested in properties located in strategic areas in VisMin which the Company
and its Related Entities believe to have high future appreciation potential for its existing and future
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development projects. The table below enumerates the parcels of land owned by the Company and its
Related Entities.

Total Area
Location Primary Use Ownership
(In sq.m.)
Magtuod, Davao Residential Parent Company 285,842
Matina, Davao Mixed-use YHEST 220,000
Teakwood CDO Residential Parent Company 121,915
Ormoc, Leyte Residential Parent Company 94,000
Casa Mira South, Cebu Residential Parent Company 24,627
Mandaue, Cebu Residential CHDI 24,623
Puerto Princesa, Palawan Residential Parent Company 20,974
Lowaii Mactan, Cebu Mixed-use Parent Company 18,413
Minglanilla, Cebu Residential Parent Company 18,369
Dauis Panglao, Bohol Residential Parent Company 12,518
Mandaue, Cebu Residential CHDI 12,405
Lacson, Bacolod Residential Parent Company 11,209
Junob, Dumaguete Residential Parent Company 11,181
Paragon, Davao Mixed-use YHES 10,201
Ramos, Cebu Residential CBLRV 5,539
Mactan Abaca, Cebu Hotel Parent Company 4,328
Lyceum Property, Davao Residential Parent Company 3,672
Cebu IT Park, Cebu Mixed-use El Camino 3,389
Arroyo, Iloilo Residential GGTT 2,539
Guadalupe, Cebu Residential Parent Company 1,915
Baseline, Cebu Mixed-use Parent Company 913
AS Fortuna Mandaue, Cebu Mixed-use ASF 387
Total 908,959

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Other Assets
As of December 31, 2020, the Company’s other properties consist of Property and Equipment and
Investment Property amounting to ₱643.40 million and ₱10.1 billion, respectively.

For the carrying amounts and movements of the Company’s Other Assets, please refer to Item 14
Index Audited Financial Statements.

Rental Properties

In addition to its land inventory, the Company owns several rental properties, including available
commercial and retail spaces in its completed projects, which are currently used by the Company, or
leased out to third parties to generate recurring income.

Among the projects with commercial spaces leased out to tenants are:

GLA
Project Location Type
(In sq.m.)
Base Line Center Juana Osmeña St., Cebu Office and Retail 7,086
Park Centrale Cebu IT Park, Cebu Office and Retail 4,920
Casa Mira Towers
Labangon, Cebu Retail 877
Labangon
Asia Premier Residences Cebu IT Park, Cebu Residential and Retail 780
Mivesa Residences Lahug, Cebu Residential and Retail 365
Base Line Residences Juana Osmeña St., Cebu Residential and Retail 265
MesaVerte Residences Osmeña Ext., CDO Retail 158
Midori Residences AS Fortuna Mandaue, Cebu Residential and Retail 85
TOTAL 14,536

The Company’s residential leases have an average term of one year, while the Company’s
commercial leases have an average term of three to five years, both renewable upon mutual
agreement of parties. Sixty days’ notice is required from tenants for the extension or pre-termination
of their leases, and a two-month security deposit is paid at the commencement of the lease. The
Company charges rent as a fixed rent per sq. m., which may be subject to an escalation clause.

In its leases with its Related Entities, the Company observes arm’s length commercial terms and
considers the current rentals payable by tenants of the condominium units and parking slots that are
operational at present reflect prevailing market rents.

Leased Properties

The Company leased properties for use as office space and staff houses of its employees and for
project development.

In 2019, with the approval of the National Historical Commission of the Philippines, CLI entered into a
40-year lease contract with the Archdiocese of Cebu to redevelop Patria de Cebu, a 6,670 sq.m.
property in downtown Cebu. This mixed-use development’s concept and designed is inspired by
Filipino-Spanish culture, history and architecture.

In 2020, the Company signed a 43-year lease contract to develop Masters Tower Cebu, a mixed-use
tower located at Cebu’s preferred business address, Cebu Business Park. The project will rise on a
2,840 sqm property and will offer prime office and retail spaces and the first five-star luxury hotel in
Cebu City. Sofitel Cebu City will be operated by multinational chain Accor, a world leading hospitality
group headquartered in France.

For the carrying amounts and movements of the Company’s Right-of-use Assets, please refer to Item
14 Index Audited Financial Statements.

31
Mortgage, Liens And Encumbrances

In pursuit of its business, the Company has entered into various mortgage agreements covering
certain parcels of land and improvements for the purposes of securing development loans or credit
facilities extended by financial institutions. The cost of such projects aggregating to ₱7.85 billion and
₱10.23 billion, respectively.

Under Section 18 of Presidential Decree No. 57, no mortgage on any unit or lot shall be made by the
owner or developer without prior written approval of the HLURB. Accordingly, before the Company can
mortgage properties being used for its condominium or subdivision projects, it should ensure
compliance with the said law and its implementing regulations.

Properties of the Company and its Related Entities in which particular projects have been developed
are also subject to restrictions arising from the nature of such projects. For instance, certain properties
over which a condominium building project has been constructed would have restrictions annotated on
the title of such property arising from the Master Deed restrictions on the use of the property for
condominium use.

Likewise, properties being leased by the Company are subject to typical lease-related limitations on
usage, e.g., for office use only.

Insurance

CLI procures insurance coverage required by relevant laws and regulations for its real and personal
properties and requires contractors to submit performance bonds, marine insurance policies, and other
sureties for its covered activities. Throughout the construction stage, the Company also maintains
Contractor’s All-risk Insurance for each of its projects, subject to customary deductibles and exclusions.
For completed projects, CLI also requires homeowner’s associations and condominium corporations to
obtain fire and allied risks insurance as part of the master deed for these projects.

ITEM 3. LEGAL PROCEEDINGS

The Company and its subsidiaries are not a party to, nor any of the Company’s properties are the
subject of any pending material litigation, arbitration or other legal proceeding, and no litigation or claim
of material importance is known to the management and the directors to be threatened against the
Company, its subsidiaries or any of its properties.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


No matter 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.

32
PART II – OPERATIONAL AND FINANCIAL INFORMATION

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER


MATTERS

Market information
Cebu Landmasters, Inc. listed its common shares with the Philippine Stock Exchange last June 2,
2017.
Philippine Stock Exchange
Prices (in ₱/ share)

High Low Close

2017
Second Quarter 5.98 5.13 5.34
(month of June only)

Third Quarter 5.51 4.58 5.07


Fourth Quarter 5.17 4.59 4.88
2018
First Quarter 5.12 4.21 4.70
Second Quarter 5.06 4.48 4.58
Third Quarter 4.73 4.27 4.42
Fourth Quarter 4.59 3.60 4.14
2019
First Quarter 4.29 4.19 4.20
Second Quarter 4.89 4.80 4.83
Third Quarter 4.75 4.70 4.74
Fourth Quarter 4.83 4.67 4.83
2020
First Quarter 3.80 3.70 3.72
Second Quarter 5.10 4.35 4.69
Third Quarter 4.92 4.83 4.90
Fourth Quarter 5.05 4.99 5.05

The market capitalization of CLI as of December 31, 2020, based on the closing price of ₱5.05/share,
was approximately ₱7.85 billion.

Stockholders

The following are the list of registered holders of the common equity securities of the Company as of
December 31, 2020:

No. of
Percentage (of
Stockholder Name Common
common shares)
Shares
1 AB Soberano Holdings Corp. 1,011,330,197 59.00%
2 PCD Nominee Corp. (Filipino) 675,436,329 39.41%
3 Jose R. Soberano III 14,000,000 0.82%
4 PCD Nominee Corp. (Non-Filipino) 5,428,421 0.32%
5 Jose Franco B. Soberano 3,250,000 0.19%
6 Janella Mae B. Soberano 2,250,000 0.13%
7 Joanna Marie B. Soberano 2,250,000 0.13%

33
No. of
Percentage (of
Stockholder Name Common
common shares)
Shares
8 Myrna P. Villanueva 10,000 0.00%
9 Milagros P. Villanueva 10,000 0.00%
10 Marietta V. Cabreza 10,000 0.00%
11 Lolita Siao-Ignacio 10,000 0.00%
12 Myra P. Villanueva 15,000 0.00%
13 Owen Nathaniel S Au Itf: Li Marcus Au 50 0%
14 Jesus N. Alcordo 1 0%
15 Ma. Aurora D. Geotina-Garcia 1 0%
16 Rufino Luis T. Manotok 1 0%
TOTAL 1,714,000,000 100%

The following are common shares held by the Company’s Board of Directors lodged with PCD
Nominee Corporation:

No. of Common Percentage (of


Stockholder Name
Shares common shares)
1 Jose R. Soberano III 61,625,000 3.96%
2 Ma. Rosario B.Soberano 59,125,000 3.80%
3 Jose Franco B. Soberano 5,741,700 0.37%
4 Janella Mae B. Soberano 5,231,700 0.34%
5 Joanna Marie B. Soberano 5,231,700 0.34%
6 AB Soberano Holdings, Inc 23,360,004 1.50%
TOTAL 160,315,104 10.31%

Dividends
The Company has declared the following cash and stock dividends.

Cash Dividends

Rate of Dividend
Year of Dividend Amount Paid
Declared per Record Date
Declaration (in ₱)
Share (in ₱)
2014 12.50 November 3, 2014 48,000,000
2015 7.19 February 28, 2015 42,000,000
2015 10.27 June 15, 2015 60,000,000
2015 8.56 October 15, 2015 50,000,000
2015 5.66 December 15, 2015 50,000,000
2016 2.26 March 31, 2016 20,000,000
2016 5.99 August 31, 2016 52,943,457
2016 4.32 September 15, 2016 38,150,000
2016 1.70 September 30, 2016 15,000,000
2016 0.74 November 21, 2016 650,000,000
2016 0.05 December 1, 2016 40,000,000
2016 0.03 December 1, 2016 40,000,000
2018 0.15 March 23, 2018 235,186,980
2019 0.20 March 26, 2019 332,590,000
2020 0.25 April 3, 2020 414,795,000
34
Rate of Dividend
Year of Dividend Amount Paid
Declared per Record Date
Declaration (in ₱)
Share (in ₱)
(est.)
2021 0.25 April 16, 2021
388,749,900

Stock Dividends

Year of Rate of Dividend


Dividend Declared per Record Date No. of Shares
Declaration Share
2014 0.5208 November 30, 2014 2,000,000
2015 0.3394 December 15, 2015 3,000,000
2021 1.23 TBA TBA

Recent Sale of Securities


There was no sale of the Company’s securities during the reporting period.

ITEM 6. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Company Milestones

Cebu Landmasters, Inc. (“CLI” or the “Company”) is the leading real estate developer in Visayas and
Mindanao currently located in 15 key cities.

Despite the crisis brought about by the COVID-19 pandemic, CLI continues to establish strength and
leadership. In 2020, the Company launched nine projects worth ₱11.4 billion, with a total of 4,300
homes, namely:

a. Velmiro Greens Bohol


b. Casa Mira Iloilo
c. Casa Mira South Phase 3B
d. Casa Mira Towers Mandaue Tower 2
e. Casa Mira Towers Guadalupe Tower 2
f. Casa Mira Towers - LPU
g. Casa Mira Linao Phase 3
h. Casa Mira South Phase3A
i. Casa Mira Dumaguete

The Company posted a 12% year-on-year (y-o-y) increase in its reservation sales to ₱14.25 billion
driven by increased demand from end-users of affordable homes.

Until the end of 2019, 40% of CLI buyers were mostly OFWs. In 2020, the company’s share of OFW
buyers dropped to 30% while local buyers’ share now increased to 58% from 40% in 2019.

On February 21, 2020, Cebu BL-Ramos Ventures, Inc. was incorporated as an undertaking between
CLI and BBEI and engaged in the development of a mixed-use condominium tower in Ramos, Cebu
City.

On March 5, 2020, to fund CLI’s expansion plans, the Company entered into a notes facility agreement
with several financial institutions wherein the Company issued a five-year corporate notes amounting
to ₱1.3 billion; seven-year corporate notes amounting to ₱5.7 billion; and 10-year corporate notes
amounting to ₱1.0 billion at an average fixed rate of 4.15%. Proceeds of the notes will be used to
finance capital expenditures and general corporate purposes. Institutions which participated in the
exercise were Bank of the Philippine Islands, China Banking Corporation, Development Bank of the
Philippines, Land Bank of the Philippines, Rizal Commercial Banking Corporation and Social Security
System. The issuance was jointly arranged by BPI Capital Corp. and China Banking Corp.
35
On June 16, 2020, CLI acquired 50% ownership and obtained controlling interest in GGTT Realty
Corporation. GGTT is engaged to construct a mid-market residential condominium project in downtown
Iloilo City.

On July 22, 2020, the Company’s Ming-Mori Minglanilla Reclamation Project covering 100 hectares
was issued an ECC by the following a comprehensive two-year review. The joint venture among the
local government of Minglanilla and private consortium partners Ming-Mori Development Corp. The
techno business hub will be a township project to house light industrial facilities with residential,
commercial areas and an integrated port facility.

After regular review and monitoring of CLI’s financial performance and position, Philratings has
maintained its initial rating of PRS Aa with Stable outlook to Cebu Landmasters. Obligations rated PRS
Aa are of high quality and are subject to very low credit risk and capacity to meet financial commitments
is very strong. The rating and outlook reflect the following key considerations: (1) Sound management
and strategy, with a sustained competitive advantage in the Visayas and Mindanao markets as
evidenced by its growth over the last few years; (2) Sustained growth in the past years although the
pandemic is seen to temper growth momentum in the medium term; (3) Good coverage of interest and
current debt, complemented by an adequate capital structure, which are seen to provide a satisfactory
buffer for debt servicing during the pandemic; and (4) Threats from a highly competitive market, with
peers having access to significant capital and a substantial landbank, counterbalanced by the
Company’s ability to form strategic joint venture partnerships.

Furthermore, the Board of Directors and stockholders approved on November 24, 2020 and February
26, 2021, respectively, the declaration of stock dividend of 123% on the outstanding capital stock of
CLI or a total of 1,912,649,508 new common shares. The stock dividends shall be sourced from the
increase in authorized capital stock of the Corporation, and payable to stockholders of record as of a
record date to be fixed and approved by the SEC, on such payment date to be fixed by the Board.

With the Company’s stellar performance and resilience despite disruptions brought about by the
pandemic, the Board declared cash dividend of ₱0.25 per share on March 16, 2021 with a total
estimated amount of ₱388.75 million to stockholders on record as of April 16, 2021. Such dividend will
be paid on May 10, 2021.

Review on the Company’s Results of Operation

FY 2020 vs FY 2019

For the period ending December 31, 2020, CLI generated Parent Company NIAT is at ₱1.85 billion, a
slight decline of 8% y-o-y from ₱2.01 billion. A decline in the Company’s bottom line numbers was due
to the stringent lockdown measures imposed by the government during the period. This translates to
an earnings per share of ₱1.15.

CLI bounced back and posted a strong financial growth as restrictions eased during the second half of
2020. The Company’s consolidated NIAT during the second half of the year is at ₱1.16 billion, 26%
higher as compared to the first half. Parent NIAT during the second half of 2020, on the other hand, is
at ₱1.05 billion, 33% higher than the first half.

Revenues

For the period ending December 31, 2020, CLI generated consolidated revenue of ₱8.30 billion, a slight
decline of 2% y-o-y from ₱8.50 billion. In the fourth quarter of the period, consolidated revenue
registered at ₱2.59 billion, 18% growth from ₱2.20 billion in the third quarter of 2020, as travel
restrictions eases and as operations and construction recuperate.

Real estate sales


Revenue from sale of real estate reached ₱8.15 billion, 3% y-o-y slight decline from ₱8.39 billion in
2019, driven by Garden Series (36%), followed by Casa Mira Series (32%) and Premier Masters (27%).
In the same period of 2019, Garden Series generated 37% of the total revenues, followed by Casa Mira

36
(30%) and Premier Masters (30%). In terms of location, CLI’s presence in Cebu remains to be strong,
representing 52% of the total revenues, followed by CDO (16%) and Bacolod (11%), for both periods
ending December 31, 2020.

Premier Masters (Premier market), at ₱2.22 billion, declined by 13% y-o-y from ₱2.54 billion, with
the construction slowdown of 38 Park Avenue due to the pandemic.

Garden Series (Mid-market), at ₱2.99 billion, slightly declined by 6% y-o-y from ₱3.12 billion, driven
by Mivela Garden Residences, Velmiro Plains Bacolod and, the recently launched, Velmiro Greens
Bohol.

Casa Mira Series (Economic market), at ₱2.67 billion, grew by 6% y-o-y from ₱2.51 billion, mainly
from newly launched projects during the year: Casa Mira Iloilo and Casa Mira South Phase 3B.

During the second half of 2020, CLI posted a 38% growth as compared to the first half. The robust
growth was driven by the easement of quarantine across VisMin sites increasing construction efficiency
to 90% from 70% in the 2nd quarter. Collections on the other hand has also improved with more accounts
qualifying for revenue recognition in the last two quarters.

Hotel operations
Launched on September 14, 2019, Citadines Cebu City posted ₱54.56 million for the period ending
December 31, 2020. With hotel revenues driven from BPO companies that housed their employees
during the lockdown.

Leasing
The Company offered rental concessions and holidays to support local businesses during lockdown
decreasing its rental revenue by 13% y-o-y to ₱55.24 million from ₱63.16 million. GLA increases by
2% y-o-y to 14,536 sq.m. from 14,296 sq.m. with the completion of retail spaces in residential projects.
As of December 31, 2020, rental occupancy rate is at 79%, a minor decline from 82% as of December
31, 2019.

Property Management
Revenue from property management fees is at ₱42.59 million, 16% y-o-y increase from
₱36.84 million mainly from continuous turn-over of completed projects during the year—Casa Mira
South Phase 1 and 2, MesaVerte Residences, and Mivesa Garden Residences Phase 3.

Cost and Expenses

The Company’s cost of sales for the period ended December 31, 2020 is at ₱4.28 billion, from
₱4.30 billion in line with the slim decrease in revenue.

Total operating expenses during the period amount to ₱1.27 billion, 11% y-o-y increase from
₱1.15 billion mainly from increase in commissions and incentives to ₱429.73 million with the
implementation of PFRS 15. Salaries and employee benefits also grew by 18% to ₱352.75 million due
to an increase in the Group’s manpower to 574 employees from 475 employees to support CLI’s
expansions across VisMin. Despite the digitalization of the Company’s sales and marketing, other
operating expenses likewise increased as the Company implemented and heightened safety and health
protocols in the workplace.

During the year, borrowing costs amount to ₱460.13 million with average borrowing rate of 4.96%
representing the costs on bank loans and corporate notes to fund the Company’s project developments.
This includes the ₱8.0 billion corporate notes issued during the year.

FY 2019 vs FY 2018

CLI posted a consolidated NIAT growth of 12%, from ₱2.17 billion to billion ₱2.44 billion. Parent NIAT
likewise increases to ₱2.01 billion, solid earnings growth of 21% y-o-y as compared to the ₱1.67
billion in 2018. The favorable result is driven from the construction progress of the following ongoing
projects: MesaVirre Garden Residences in Bacolod, Velmiro Uptown in CDO, 38 Park Avenue and
Casa Mira South in Cebu, and MesaTierra Garden Residences in Davao.
37
For 2019, CLI registered an EPS of ₱1.21 per share, a notable 24% increase from the ₱0.98 EPS in
2018.

Revenues

For the period ending December 31, 2019, total consolidated revenues reached ₱8.50 billion, 26%
higher than from ₱6.76 billion reported y-o-y. The growth was mainly driven by its Garden Series, a
mid-market segment, representing 37% of revenue, 30% for Premier Masters, a high-end segment,
and 30% for Casa Mira, an economic housing segment. In 2018, Garden series represented 45% of
the total revenue, 28% from Casa Mira Series and 19% from Premier Masters.

In 2019, 38 Park Avenue, a high-end segment project in Cebu, posted the highest revenue growth in
2019, followed by Casa Mira South, an economic housing project, and MesaVirre Garden Residences
and Velmiro Uptown CDO, both mid-market projects.

In terms of location, the CLI’s real estate revenue presence in Cebu remains to be strong
representing 56% of the total revenues, followed by CDO’s revenue of 14% and Bacolod of 12%. In
2018, Cebu’s real estate revenue generated 64% of the total revenues, while Davao and CDO posted
significant contributions of 12% and 11%, respectively. The Company expects to grow revenue
contribution of its expansion areas such as Iloilo, Davao, Bohol and Puerto Princesa in 2020.

The rental revenue grew by 10% y-o-y to ₱63.16 million from ₱57.48 million. This is attributable to
the Company’s 60% increase in GLA to 14,296 sq.m. with the recent turnover of Base Line Retail
(5,216 sq.m. GLA), Base Line HQ (1,721 sq.m. GLA) and Casa Mira Towers Labangon (1,124 sq.m.
GLA) in Cebu.

Cost and Expenses

CLI reported a total cost of sales of ₱4.30 billion in 2019, a 37% y-o-y increase from the prior year of
₱3.14 billion. The increase is in line with the growth of the Company’s revenue.

Total operating expenses for the year amounted to ₱1.15 billion, a 28% increase from ₱893.89 million
in 2018 to support the Company’s expansion. The increase is primarily attributed to higher
commissions and incentives and transfer taxes which resulted from the stronger sales performance
as 13 projects were launched during the year. Salaries and employee benefits posted 40% growth
due to increase manpower to support the CLI’s increase in operations.

Borrowing costs, both booked as cost of real estate sale and outright expense, for the year decrease
from ₱176.95 million to ₱169.53 million due to interest cost savings during 2019. Total interest cost
capitalized as real estate inventory amounted to ₱802.55 million, from ₱242.24 million y-o-y, as more
debt was availed in 2019 to support the Company’s planned capital expenditures including land
banking initiative and project development. This includes the ₱2.0 billion corporate notes issued in
2019 and ₱5.00 billion corporate notes issued in 2018.

Review on the Company’s Financial Condition


As of December 31, 2020 vs December 31, 2019

CLI’s balance sheet remained to be solid and healthy to support construction and expansion plans. As
of December 31, 2020, CLI’s consolidated assets reported a 31% y-o-y growth to ₱50.09 billion from
₱38.28 billion driven by increase in contract assets and investment properties.

ASSETS
13% decrease in Cash and Cash equivalents
Decrease to ₱797.18 million from ₱917.17 million due to additional safety and health equipment, rapid
testing and donations to aid the Company’s customers, employees and community during COVID.

5% increase in Accounts receivable (including non-current portion)


Increase to ₱6.14 billion from ₱5.88 billion mainly due to reclassification of customer’s outstanding
receivable on fully completed units in Mivesa Garden Residences, Latitude and Villa Casita North from
contract assets to accounts receivable.
38
56% increase in Contract assets (including non-current portion)
Increase to ₱13.86 billion from ₱8.89 billion mainly from installment contracts on existing and newly
launched projects during the year that continue to recognize real estate sales revenue as construction
progresses.

42% increase in Real estate inventory


Increase to ₱13.40 billion from ₱9.45 billion driven by unsold inventory on newly projects launched
during the year and ₱1.46 billion fully paid raw land reclassified from deposits on land to real estate
inventory.

46% decrease in Deposits on land for future development (including non-current portion)
Decrease to ₱699.77 million from ₱1.29 billion as fully paid land purchases were reclassified to raw
land inventory. Additional deposits on land for the year amount to ₱868.10 million.

121% increase in Due from related parties


Transactions paid by the Parent Company on behalf of its related parties increase to ₱21.95 million
from ₱9.95 million mainly from cash advances to shareholders, entities under common ownership and
associates.

33% increase in Prepayments and other current assets


Increase to ₱3.02 billion from ₱2.27 billion coming from advances to suppliers and subcontractors;
prepaid commissions and related input Value Added Tax on construction materials purchased.

693% increase in Associates


Increase to ₱129.85 million from ₱16.38 million mainly from investment to Icom Air Corporation during
the year amounting to ₱96.49 million.

81% increase in Property and equipment


Increase to ₱ 643.39 million from ₱355.12 million with the construction of new offices and branches to
support CLI’s expanding developments.

13% increase in Investment properties


Increase to ₱10.09 billion from ₱8.90 billion attributed to ongoing construction on recurring income
projects and businesses.

444% increase in Right-of-use asset and 495% increase in Lease liabilities


Right-of-use asset and Lease liability increase to ₱950.90 million and ₱834.73 million, respectively,
with recognition of the high-value leasehold rights acquired on the 43-year land lease for Cebu Business
Park Office during the year.

LIABILITIES

41% increase in Interest-bearing loans and borrowings (including non-current portion)


Increase to ₱23.79 billion from ₱16.85 billion mainly from the ₱8.0 billion Corporate Notes issued during
the year.

29% increase in Trade and other payables (including non-current portion)


Increase to ₱7.48 billion from ₱5.78 billion representing outstanding obligations to subcontractors and
suppliers of construction materials.

50% increase in Deferred Tax Liabilities


Increase to ₱1.69 billion from ₱1.12 billion due to additional recognized tax liability on taxable temporary
differences.

EQUITY

196% increase in Treasury Shares


On March 27, 2020, the Board of Directors (BOD) of the Parent Company approved an additional
₱500.0 million stock buy-back program to support CLI’s stock price and take advantage of the current

39
low valuation for the next two years. Treasury shares purchased during the period amount to ₱485.66
million.

105% increase in Revaluation reserves


Increase to ₱12.88 million from ₱6.59 million due to increase in estimated loss on remeasurement of
post-employment defined benefit obligation.

15% increase in Non-Controlling Interest


Increase to ₱6.90 billion from ₱6.06 billion significantly from additional paid-in capital during the year
to Cebu Homegrown Developers, Inc. (CHDI), Cebu BL Ramos Ventures (CBLRV), and GGTT Realty
Corporation (GGTT).

Key Performance Indicators

The Company uses a range of financial and operational key performance indicators (“KPIs”) to help
measure and manage its performance. These KPIs reflect the Company’s continuous focus on
efficiency, cost control and profitability across all its operations. The management considers the
following as KPIs:

2020 2019 2018


Gross Profit Margin1 48% 49% 54%
Net Income Margin2 25% 29% 32%
EBITDA3 ₱3.36 billion ₱3.42 billion ₱2.88 billion
EBITDA Margin4 40% 40% 41%
Return on Average Assets5 5% 8% 11%
Return on Average Equity (Parent)6 23% 29% 31%
Current Ratio7 2.41 2.56 3.66
Debt to Equity Ratio8 1.53 1.23 0.94
Net Debt to Equity Ratio9 1.48 1.16 0.86
Interest Coverage Ratio10 2.89 4.11 9.45

1 Gross Profit Margin is gross profit as a percentage of revenues


2 Net Income Margin is net income as a percentage of revenues
3 EBITDA is defined as earnings before interest, tax, depreciation and amortization from continuing
operations and before exceptional items.
4 EBITDA margin is EBITDA as a percentage of revenues
5 Return on Average Assets is net income as a percentage of the average assets as at year-end and
assets as at end of the immediately preceding year.
6 Return on Average Equity is net income as a percentage of the average of the equity as at year-
end and equity as at end of the immediately preceding year.
7 Current Ratio is current assets divided by current liabilities
8 Debt to Equity Ratio is interest bearing debt over total equity
9 Net Debt to Equity Ratio is interest bearing debt less cash and cash equivalent over total equity
10 Interest Coverage ratio is EBIT divided by interest paid

ITEM 7. FINANCIAL STATEMENTS

The Company’s consolidated financial statements as of and for the periods ending December 30,
2020 and 2019 are incorporated in the accompanying Index to Exhibits.

40
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

The Company has engaged the services of Punongbayan and Araullo (P&A) Grant Thornton. There
were no disagreements with the firm on any matter of accounting and financial disclosure.

PART III – CONTROL AND COMPENSATION INFORMATION

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS AND KEY PERSONNEL OF THE REGISTRANT

The overall management and supervision of the Company is vested in its board of directors. The
Company’s officers and management team cooperate with its Board by preparing relevant information
and documents concerning the Company’s business operations, financial condition, and results of
operations for its review and action. At present, the Board consists of nine members, including three
independent directors in accordance with the requirements of the SRC and the SEC’s New Code of
Corporate Governance for Publicly Listed Companies. All of the Company’s directors were elected at
the Company’s annual stockholders’ meeting held on June 3, 2020.

Members of the Board of Directors

Name Age Position Citizenship

Jose R. Soberano III 65 Chairman of the Board, CEO and President Filipino

Ma. Rosario B. Soberano 62 Director, Treasurer and Executive Vice-President Filipino

Jose Franco B. Soberano 35 Director, Chief Operating Officer and Executive Filipino
Vice-President

Joanna Marie B. Soberano- 33 Director, Vice President for Marketing Filipino


Bergundthal

Beauregard Grant L. Cheng 39 Director, Chief Finance Officer Filipino

Stephen A. Tan 64 Director, Assistant Treasurer Filipino

Rufino Luis Manotok 70 Independent Director Filipino

Ma. Aurora D, Geotina-Garcia 68 Independent Director Filipino

Atty. M. Jasmine S. Oporto 61 Independent Director Filipino

Jose R. Soberano III has been the Company’s Chairman, CEO and President since its incorporation.
He obtained a Bachelor of Arts degree in Economics from the Ateneo De Manila University in 1976,
and completed the Strategic Business Economics Program at the University of Asia and Pacific in 2000.
In 2015, he completed the Advanced Management Development Program in Real Estate from the
Harvard University Graduate School. He previously worked for the Ayala Group of Companies for over
23 years, including various stints in Ayala Investment, Bank of the Philippine Islands, and in Ayala Land.
Inc., where he was appointed Senior Division Manager in 1997. He was Vice-President of Cebu
Holdings, Inc., the pioneer Ayala Land subsidiary in Cebu City when he resigned in 2000 from Ayala.
He served as President of the Rotary Club of Cebu 2011, and President of the Chamber of Real Estate
Builders Association-Cebu (CREBA-Cebu) in 2010. He is currently Chairman of the Board of the Center
for Technology and Enterprise, a socially-oriented instruction that offers technical training to less
privileged youth. Mr. Jose R. Soberano III has more than 20 years of experience in managing and
heading companies engaged in real estate development.

Ma. Rosario B. Soberano has served as the Director, Treasurer and Executive Vice President of the
Company since 2003. Ms. Ma. Rosario B. Soberano received a Bachelor of Science major in
Accountancy degree (1979, summa cum laude) from St. Theresa’s College in Cebu, and is a Certified
41
Public Accountant. She obtained a Master’s Degree in Business Administration from the University of
the Philippines – Cebu in 1983.

Jose Franco B. Soberano has served as Director of the Company since 2010 and joined the Company
as Chief Operating Officer and Senior Vice-President in 2010. He received a Bachelor of Science
degree in Management, major in Legal Management and minor in Finance, from the Ateneo de Manila
University in 2007. In 2012, he obtained a Master’s Degree in Real Estate Development from Columbia
University in New York City. Prior to joining the Company, he was a project manager at Hewlett-Packard
Asia Pacific (HK). Ltd. He is a founding member of the Global Shapers – Cebu Hub, an initiative of the
World Economic Forum and is President of the Sacred Heart School – Ateneo de Cebu Alumni
Association since 2014.

Joanna Marie B. Soberano-Bergundthal has served as Director of the Company since 2010, and
joined the Company as Vice President and Marketing Director in July 2016. She earned from the
University of Asia and the Pacific both her Bachelor and Master of Arts in Communication, Major in
Integrated Marketing Communication in 2008 and 2009 respectively. She was Top 1 of her Batch 2008.
Prior to joining the Company, she was a Marketing Manager of the Global Team of Nestle based in
Switzerland from June 2014 to August 2015 and was Marketing Project Manager based in Thailand
from August 2015 to June 2016. In October 2013 to May 2014, she worked as a Marketing Manager of
Nestle Philippines.

Beauregard Grant L. Cheng is currently the Chief Finance Officer of Cebu Landmasters. Before joining
CLI, he was a Senior Deal Manager with a rank of Vice-President at BDO Capital & Investment
Corporation. He led his project teams in managing various complex capital market transactions and
advised companies in a broad array of industries on corporate restructuring and reorganization.
Previously, he was a private banker based in Singapore handling accounts for high net worth individuals
and institutions. Grant is a registered CFA Charter holder and is a member of the CFA Philippines
Society. He earned his Bachelor of Science in Manufacturing Engineering and Management as a Star
Scholar from De La Salle University Manila and graduated Magna Cum Laude. He was awarded as
one of the Top Ten Outstanding Students of the Philippines by the Philippine President. He earned his
Masters of Science in Wealth Management with distinction from Singapore Management University and
Swiss Finance Institute in Zurich.

Stephen A. Tan is a Certified Public Accountant and a holder of Master in Business Administration,
with distinction, from Kathlioke Universiteit te Leuven in Belgium and a Bachelor of Science in
Management Engineering from Ateneo de Manila University. Stephen is also a Hubert H. Humphrey
(Fulbright) Fellow in Agricultural Economics at the University of California, Davis. He earned his
degree in Accounting from the University of San Carlos. Prior to retiring from CLI as Chief Finance
Officer in May 2019, Stephen has also served as Chief Finance Officer/Treasurer at various
companies engaged in real estate development, construction, food, and shipbuilding, among others.
For more than 30 years, he has been a part-time MBA professor in leading universities in Cebu City.

Atty. M. Jasmine S. Oporto joined the Board of Directors of Cebu Landmasters as an Independent
Director in August 2018. She obtained her Bachelor of Laws (LLB) from the College of Law of the
University of the Philippines, and Bachelor of Landscape Architecture from the same university. Atty.
Oporto has also attended Comparative International and American Law Program of the Center for
American and International Law. She is an experienced Chief Legal Officer, Chief Compliance Officer,
and Corporate Secretary and has worked in said capacity with publicly listed companies like Aboitiz
Equity Ventures, Inc. and Aboitiz Power Corporation. In her legal practice, Atty. Oporto has intensive
experience in working with wide network of external and in-house legal counsels for labor, commercial
litigation, securities law, power industry regulation, land, infrastructure capital, and general corporate
law.

Rufino Luis Manotok joined as one of the Company’s Independent Directors in February 2017. He
finished Advanced Management Program of Harvard Business School in 1994. He earned his Master
of Business Management degree from the Asian Institute of Management in 1973, and Bachelor of Arts,
major in Economics by Ateneo de Manila University in 1971. He is currently an Independent Director of
First Metro Investment Corporation and was the Chairman and President of Ayala Automotive Holdings
Corporation from 2009 to 2012. From 2007 to 2009, he was Ayala Corporation’s Senior Managing
Director, Chief Financial Officer and Chief Information Officer. He was Managing Director, heading
Strategic Planning Group of Ayala Corporation from 1998 to 2006.

42
Ma. Aurora D Geotina-Garcia joined as one of the Company’s Independent Directors in February
2017. She received her Bachelor of Science in Business Administration and Accountancy degree from
the University of the Philippines in 1973. She completed her Master of Business Administration from
the same university in 1978. She headed SGV & Co.’s Global Corporate Finance Division from 1992
until her retirement from the partnership in 2001. She was a Senior Adviser to SGV & Co from the time
of her retirement until September 2006. She has served as a consultant to businesses and the
government for over 30 years in the area of corporate finance. She is presently the President of Mageo
Consulting Inc. since March 2014 and CIBA Capital Philippines Inc. since December 2008.

Executive Officers and Key Personnel

Name Age Position Citizenship

Jose R. Soberano III 65 President and CEO Filipino

Ma. Rosario B. Soberano 62 Treasurer and Executive Vice-President Filipino

Jose Franco B. Soberano 35 Chief Operating Officer and Executive Filipino


Vice-President

Joanna Marie Soberano- 33 Vice-President for Marketing Filipino


Bergundthal

Mathias Ralf Bergundthal 39 Director of Assets for CLI Premier Hotels Swiss

Janella Mae B. Soberano 29 Corporate Communications and Filipino


Customer Relations Head

Beauregard Grant L. Cheng 39 Chief Financial Officer Filipino

Jessel M. Kabigting 51 Vice-President for Operations Filipino

Larri-Nil G. Veloso 42 Vice-President for Legal Filipino

Pedrito A. Capistrano, Jr. 57 Vice-President for Engineering Filipino

Connie N. Guieb 42 Vice-President for Accounting and Filipino


Financial Comptroller

Marie Rose C. Yulo 52 Vice-President for Sales Filipino

Sylvan John M. Monzon 45 Vice-President for Business Filipino


Development

Mark Leo Chang 42 Assistant Vice-President for Permits and Filipino


Licenses, Registration and Strategic
Landbanking

Julieta R. Castanos 41 Assistant Vice-President for Business Filipino


Development

Janella Mae B. Soberano joined the Company as Corporate Communications and Customer Relations
Head in January 2020. She obtained her Bachelor of Arts in Integrated Marketing Communications
degree from the University of Asia and the Pacific, Manila in 2013 and completed her Master of Science
in Strategic Communications at Columbia University, New York in 2020. Prior to graduate school, she
worked for the Company as Marketing Manager from 2017 to 2018 and United Laboratories (UNILAB)
as Brand Manager from 2013 to 2017. She is the daughter of Jose R. Soberano III and Ma. Rosario
Soberano.
43
Mathias Ralf Bergundthal joined the company as Director of Assets for CLI Premier Hotels in April
2019. He obtained his Master’s degree at the Graduate Institute of International and Development
studies in Geneva and completed his executive MBA in hospitality management at the Ecolière hôtel
de Lausanne (EHL). Mr. Bergundthal previously held various functions at Nestle Switzerland, including
Senior Public Affairs Manager from 2017 to 2019, Public Affairs Manager from 2014 to 2017, and
Economist from 2009 to 2014. He is the husband of Dir. Joanna Marie B. Soberano-Bergundthal.

Jessel M. Kabigting is the Vice-President for Operations of the Company. He finished Civil
Engineering from the University of Santo Tomas and is the Gold Medalist in the Ateneo-Regis University
MBA Program with a specialization in Marketing and Finance. Mr. Kabigting worked for 25 years in
construction, real estate, and in outsourcing companies prior to joining the Company. He managed the
planning, construction, procurement, and operations of various residential, office, retail, and mixed-use
projects in the Philippines under Ayala Land and MDC. He also previously worked at Accenture for 6
years and served as Service Transition Executive and Solution Architect for the Philippines. During this
time, he led outsourcing and sales engagements for Philippines and India and worked with clients from
the USA and Europe. He used to manage day-to-day business operations for three firms before joining
the Company. He is not related within the fourth civil degree either by consanguinity or affinity to any of
the directors or fellow executive officers in the Company.

Larri-Nil G. Veloso is the Vice-President for Legal and serves as the Company’s Assistant Corporate
Secretary. An experienced practitioner in Corporate Law, he holds a Bachelor of Arts in Mass
Communication from the University of the Philippines and earned his Bachelor of Laws from the
University of Southern Philippines Foundation. While finishing law school, Atty. Veloso worked for print
and online newspapers, occupying various positions in progression from correspondent, staff reporter,
copy editor, copywriter, junior editor, group editor, to managing editor. Prior to joining the Company, he
was the Corporate Legal Counsel of InfoWeapons Corporation, an American-owned software company
specializing in networking appliances, and later promoted as General Manager. He is not related within
the fourth civil degree either by consanguinity or affinity to any of the directors or fellow executive
officers in the Company.

Pedrito A. Capistrano Jr. is the Vice-President for Engineering of the Company. He is a licensed
engineer in the field of Civil Engineering and Geodetic Engineering. He has been working with the
Company since August 2011 when he was hired as Project Manager. His more than 34 years of
experience has established for him solid foundation and credibility in the construction and allied fields.
Some of the established companies he had worked for were Filinvest Land Inc., Robinsons Land
Corporation, Cebu Industrial Park Developers, Inc., AboitizLand, Inc. and Aboitiz Construction Group,
Inc. He finished his Bachelor of Science degree in Civil Engineering at Cebu Institute of Technology
University in Cebu City and earned his Master of Science in Management Engineering from University
of the Visayas also in Cebu City. He is not related within the fourth civil degree either by consanguinity
or affinity to any of the directors or fellow executive officers in the Company.

Connie N. Guieb is the Vice-President for Finance and Accounting. A Certified Public Accountant, she
also serves as the Financial Comptroller. She has more than 15 years of accountancy and finance
experience in various industries in both public and private sectors in the Philippines. She graduated
cum laude with a Bachelor of Science in Accountancy degree from the University of San Carlos, and
Bachelor of Laws from the University of Cebu. She is not related within the fourth civil degree either by
consanguinity or affinity to any of the directors or fellow executive officers in the Company.

Marie Rose C. Yulo, is the Company’s Vice-President for Sales. Prior to this, she was the Assistant
Vice-President for both Sales and Marketing from March 2011 until August 2016 when the Company
spun off its marketing unit as a separate department to provide focused attention to the equally
challenging marketing and branding initiative of the Company. Ms. Yulo also has significant experience
in the areas of travel and tours, and banking. She completed her Bachelor of Science degree in
Business Administration at the University of San Carlos and earned units of Masters in Business
Administration from the University of the Visayas. She is not related within the fourth civil degree either
by consanguinity or affinity to any of the directors or fellow executive officers in the Company.

Sylvan John M. Monzon joined the Company in August 2016. He is now Vice-President in-charge of
business development for the Company’s projects in Mindanao. Prior to CLI, he held various positions
in the real estate industry for more than 20 years such as Project Development Assistant Supervisor of

44
Cebu Holdings, Inc., Assistant Chief Operating Officer of Ortigas and Company Limited Partnership,
and as Head of Business Development of Ortigas and Company Holdings Inc. Mr. Monzon graduated
with a Bachelor of Science degree in Business Management from the University of Asia and the Pacific
in Pasig City, Philippines. He also earned a Certificate in Business Economics from the same university.
He is not related within the fourth civil degree either by consanguinity or affinity to any of the directors
or fellow executive officers in the Company.

Mark Leo M. Chang joined the Company as Senior Manager for Permits and Licenses in July 2018
and recently promoted as Assistant Vice-President for Strategic Landbanking and Permits & Licenses
in February 2020. He is a graduate of Bachelor of Laws (Juris Doctor) from the University of San Carlos
(USC) School of Law, Cebu City in 2009 and Bachelor in Business Management from the University of
the Philippines (UP) – Cebu in 1999. In 1998, he was awarded as one of The Outstanding Student
Leaders of UP Cebu by the Junior Jaycees of UP Cebu Chapter. He previously worked as Senior
Manager for External Affairs of Cebu Holdings, Inc., a subsidiary of Ayala Land, Inc. from February
2015 to July 2017 (including as Consultant) and as Senior Manager for Permits with Countryside Water
Services under Filinvest Development Corporation from August 2017 to June 2018. He held the position
of Presidential Staff Officer V functioning as Executive Assistant and Political Officer under the Office
of the Presidential Political Adviser Sec. Ronaldo M. Llamas of the Office of the President from April
2011 to December 2014. He also worked as an Intern (Researcher) at Sycip Salazar Hernandez
Gatmaitan Law Office - Cebu Branch from September 2005 to March 2007. He used to be the National
President of the Association of Law Students of the Philippines, a federation of law student councils in
the country, for Academic Year (AY) 2008-2009 and President of USC Lex Circle (Law Student Council)
for 2 terms in AY 2006-2008. Mr. Chang is one of the founders of Roco for President Youth Movement
and Aksyon Kabataan, a youth arm of Aksyon Demokratiko, the political party of the late Sen. Raul S.
Roco in 1998. He is not related within the fourth civil degree either by consanguinity or affinity to any of
the directors or fellow executive officers in the Company.

Julieta R. Castaños joined the Company as Business Unit Head for Cebu Residential Projects in March
2020. She obtained her Bachelor of Science in Accountancy from the University of San Carlos in 2000.
She previously worked at Filinvest Land, Inc. for 14 years with various functions: from April 2005 to
January 2009 as Branch Accountant; January 2009 to January 2012 as Branch Operations Head; from
January 2012 to May 2013 and from September 2014 to April 2018 as Senior Manager for Project
Development; and from April 2018 to February 2020 as Project Development Head for Visayas and
North Mindanao. Prior to this, she was with Aboitizland, Inc. from 2002 to 2005 where she held positions
in the Accounting Department and ultimately rising to the position of Business Development Manager
in March 2013 before leaving the group in September 2014. She was also elected President of the
Subdivision and Housing Developers Association, Central Visayas Chapter (SHDA-CV) from 2015 to
2017 and is currently one of the Board of Advisers of SHDA-CV. She is not related within the fourth civil
degree either by consanguinity or affinity to any of the directors or fellow executive officers in the
Company.

ITEM 10. EXECUTIVE COMPENSATION

The following table sets out the Company’s President and CEO and the five most highly compensated
senior officers:

Name Position
Jose R. Soberano III Chief Executive Officer
Ma. Rosario B. Soberano Executive Vice-President
Jose Franco B. Soberano Executive Vice-President & Chief Operating Officer
Beauregard Grant L. Cheng Chief Financial Officer
Joanna Marie B. Soberano-Bergundthal Vice-President for Marketing

The following table identifies and summarizes the aggregate compensation of the Company’s President
CEO and the five most highly compensated executive officers, and all other officers and directors as a
group, for the years ended December 31, 2020, 2019 and 2018.

45
Year Short-term benefits Post-employment
(₱ in millions) (₱ in millions)
2020 90,246,704 4,719,453
2019 83,006,173 4,650,089
2018 76,696,262 5,064,092

Each of the executive officers named above executed an employment contract with the Company and
is entitled to receive retirement benefits in accordance with the terms and conditions of the Company’s
retirement plan.

No bonuses have been declared for the Board of Directors for the last two years. For the ensuing year,
the amount of bonuses to be received by the members of the Board of Directors has yet to be approved
by it.

There is no plan or arrangement by which the executive officers will receive from the Company any
form of compensation in case of a change in control of the Company or change in the officers’
responsibilities following such change in control.

There are no outstanding warrants or options held by the Company’s chief executive officer, the named
executive officers, and all officers and directors as a group.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a) Security Ownership of Record and Beneficial Owners of more than 5% as of December 31,
2020:

Percentag
Name, Address of Record No. of
Title of Stockholder e (of
Ownership and Relationship Common
Class Name common
with Issuer Shares
shares)
AB Soberano Holdings Corp., AB SOBERANO
Common
2877 v. rama avenue HOLDINGS 1,011,330,197 59.004%
Shares
guadalupe cebu city CORP.
PCD Nominee Corporation
Common (Filipino) PCD NOMINEE
675,436,329 39.407%
Shares G/F MSE Bdlg. Ayala Ave. CORP. (FILIPINO)
Makati City

(b) Security Ownership of Directors and Management (Executive Officers) as of December 31,
2020:

Directors

Total direct & % to Total


Name Direct Indirect indirect Outstandin
shares g Shares
Jose R. Soberano 75,625,000 488,522,496 564,147,496 32.91%
Ma. Rosario B. Soberano 59,125,000 488,522,496 547,647,496 31.95%
Jose Franco B. Soberano 8,991,700 10,177,552 19,169,252 1.12%
Joanna Marie B. Soberano 7,481,700 10,177,552 17,659,252 1.03%
Beauregard Grant L. Cheng 1,000,000 - 1,000,000 0.06%
Stephen A. Tan 5,000 - 5,000 0.00%
M. Jasmine S. Oporto 4,000 - 4,000 0.00%

46
Total direct & % to Total
Name Direct Indirect indirect Outstandin
shares g Shares
Rufino Luis T. Manotok 1 - 1 0.00%
Ma. Aurora Geotina-Garcia 1 - 1 0.00%
152,232,402 997,400,097 1,149,632,499 67.07%

Officers

Total direct & % to Total


Name Direct Indirect indirect Outstandin
shares g Shares
Larri-Nil G. Veloso 6,000 - 6,000 0.00%
Marie Rose C. Yulo - 120,000 120,000 0.00%

Sylvan John M. Monzon


38,000 12,000 50,000 0.00%

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company and its subsidiaries (the “Group”), in their regular conduct of business, have entered into
transactions with associates and other related parties principally consisting of advances and
reimbursement of expenses, purchase and sale of real estate properties, construction contracts, and
development, management, underwriting, marketing, leasing and administrative service agreements.
Sales and purchases of goods and services to and from related parties are made on an arm’s length
basis and at current market prices at the time of the transactions.

However, no other transaction, without proper disclosure, was undertaken by the Group. CLI employees
are also required to promptly disclose any business and family-related transactions with the Company
to ensure that potential conflicts of interest are surfaced and brought to the attention of management.

PART IV – CORPORATE GOVERNANCE

ITEM 13. CORPORATE GOVERNANCE

Corporate Governance

The Company is committed to doing business in accordance with the highest professional standards,
business conduct and ethics and all applicable laws, rules, and regulations in the Philippines. The
Company, its directors, officers, and employees are dedicated to promote and adhere to the principles
of good corporate governance by observing and maintaining its core business principles of
accountability, integrity, fairness, and transparency.

The evaluation system established by the Company to measure or determine the level of compliance
with its Manual of Corporate Governance includes the roll-out of Board and Committee Assessments
which were accomplished by the Board of Directors and the respective Committee members. The duly
accomplished Assessment Forms were then submitted to the Compliance Officer for review and
collation. A summary of the results of the board and committee assessments, including the various
performance ratings and comments of the directors and committee members, were then discussed
during the Company’s board meeting and copies of which were uploaded to the Company’s Diligent
Boards.

47
CLI has undertaken measures to comply with the adopted leading practices on good corporate
governance. The Board of Directors and management team of CLI have promoted and implemented
various principles and recommendations under SEC Memorandum Circular No. 19, series of 2016
(otherwise, the Code of Corporate Governance for Publicly-Listed Companies), PSE CG Guidelines,
as well as recommended practices under the ASEAN Corporate Governance Scorecard. Further
thereto, the Company also rolled out and cascaded various policies and programs to its employees and
personnel for proper awareness, understanding, and implementation of CLI’s good corporate
governance practices. This included the roll-out of CLI’s Strategic Plan for 2021-2025, 3CLI-A in Action
(CLI Core Values In Action Rollout), Ethics and Excellence Workshops, New Policies Training, as well
as various refresher training on existing policies.

There are no deviations from the Company’s Manual on Corporate Governance.

Recognizing and understanding that good corporate governance is essential to sound strategic
business management and sustainable growth and development, the Company fully commits and
undertakes to improve and enhance its corporate governance, not only through its continued and
consistent compliance with laws, rules, regulations, and corporate best practices, but also by improving
and strengthening the Company’s internal controls, risk management, investor and other stakeholder
relations, checks and balances, and policies and procedures, with the objective of rising to the level at
par with the exemplary corporate governance performers and secure a corporate governance award
within the next five (5) years.

Independent Directors

Per SEC Memorandum Circular No. 24, Series of 2019, the Company is required to have at least two
independent directors in its Board of Directors, or such number as to constitute at least one-third of the
members of the Board, whichever is higher. The Company’s Board of Directors is composed of nine
members, six of whom are regular directors and three are independent directors. The Company’s
independent directors are Mr. Rufino Luis Manotok, Ms. Ma. Aurora D. Geotina-Garcia, and Atty. M.
Jasmine Oporto. Independent directors must hold no interests or relationships with the Company that
may hinder their independence from the Company or its management, or which would interfere with the
exercise of independent judgment in carrying out the responsibilities of a director.

Under the SEC Revised Code of Corporate Governance, independent directors should always attend
Board meetings. Unless otherwise provided in the by-laws, their absence shall not affect the quorum
requirement. The By-Laws of the Company do not provide for such quorum requirement. However,
pursuant to the Company’s Manual, to promote transparency, the Board requires the presence of at
least one independent director in all its meetings.

Compliance Officer

CLI has a formal compliance function in place. This is subject to regular review and evaluation as
spearheaded by CLI’s Compliance Officer, the person in charge of the compliance function. CLI,
through its Compliance Officer, monitors, reviews, evaluates, and ensures the compliance by CLI, its
officers and directors with relevant laws, the pertinent Corporate Governance Codes, rules and
regulations and all governance issuances of regulatory agencies. Moreover, the Compliance Officer
shall have the following duties and responsibilities:

1. Ensure proper onboarding of new directors (i.e., orientation on the Company’s business,
charter, articles of incorporation and by-laws, among others);

2. Monitor, review, evaluate and ensure the compliance by the Company, its officers and
directors with the relevant laws, this Code, rules and regulations and all governance
issuances of regulatory agencies;

3. Report the matter to the Board if violations are found and recommend the imposition of
appropriate disciplinary action;

4. Ensure the integrity and accuracy of all documentary submissions to regulators;


48
5. Appear before the SEC when summoned in relation to compliance with this Code;

6. Collaborate with other departments to properly address compliance issues, which may be
subject to investigation;

7. Identify possible areas of compliance issues and work towards the resolution of the same;

8. Ensure the attendance of board members and key officers to relevant trainings; and

9. Perform such other duties and responsibilities as may be provided by the SEC.

During its organization meeting on 03 June 2020, the Board appointed Atty. John Edmar G. Garde as
CLI’s Compliance Officer who shall be in charge of the compliance function. In keeping with SEC
Memorandum Circular No. 19, series of 2016 (otherwise, the CG Code for PLCs) and pertinent
issuances, Atty. Garde is not a member of the Board and is different from the Corporate Secretary. He
is primarily liable to the Company and its shareholders, and not to its Chairman or President. Prior to
joining CLI as Legal Counsel-Corporate Finance, Atty. Garde, 32, served as Manager/Director-
Business Tax Services of SGV & Co. / Ernst & Young- Philippines. He graduated cum laude from the
University of San Carlos (Bachelor of Science in Management Accounting). He also received his law
degree from the University of San Carlos. He is not related within the fourth civil degree either by
consanguinity or affinity to any of the directors or officers of CLI. CLI’s Compliance Officer attended
various corporate governance training during FY2020.

Corporate Secretary

The CLI Board is assisted by a Corporate Secretary and an Assistant Corporate Secretary, who are
both separate individuals from the Compliance Officer. The Corporate Secretary and Asst. Corporate
Secretary are not members of the CLI Board. Materials for board and committee meetings are
distributed by the Secretariat to the directors and respective committee members prior to the meeting
date. CLI uses the Diligent Board books which allows each director and committee member to access
and review the meeting materials online through a secure portal.

During the regular meeting of the CLI Board of Directors on November 24, 2020, the Board accepted
the retirement of Judge Jose P. Soberano Jr., and in his stead, elected Atty. Alan C. Fontanosa as CLI’s
new Corporate Secretary. Atty. Fontanosa is the partner-in-charge and Cebu Branch Head of SyCip
Salazar Hernandez & Gatmaitan. His areas of practice include industrial relations and labor litigation,
civil and land cases, real estate transactions, corporate services, and special projects. He is not related
within the fourth civil degree either by consanguinity or affinity to any of the directors or officers of CLI.

CLI’s Assistant Corporate Secretary is Atty. Larri-Nil G. Veloso. Atty. Veloso is also CLI’s Vice-President
for Legal. He is not related within the fourth civil degree either by consanguinity or affinity to any of the
directors or officers of CLI.

CLI’s Corporate Secretary and Asst. Corporate Secretary both attended corporate governance training
during FY2020.

Chief Audit Officer

The Chief Audit Officer, who is appointed by the Board, directly reports functionally to the Audit
Committee and administratively to the Chief Executive Officer. He shall oversee and be responsible for
the internal audit activity of the Company, including that portion that is outsourced to a third-party service
provider.

Resolving Stockholders’ Disputes

Stockholders who have matters for discussion or concerns directly resulting to the business of the
Company may initially elevate such matters or concerns to: (a) the Corporate Secretary; (b) the Investor
Relations Officer; (c) Management; or (d) the Board.

49
Committees of the Board

The Board of Directors has constituted certain committees to effectively manage the operations of the
Company. The Company’s principal committees include the Audit Committee, Related Party
Transaction Committee, Risk Oversight Committee, and the Corporate Governance Committee. A brief
description of the functions and responsibilities of the key committees are set out below:

A. Audit Committee

The Audit Committee shall be composed of at least three board members, preferably with accounting
and finance background, one of whom shall be an independent director and another should have
related audit experience. The Chairman of this Committee should be an independent director. He
should be responsible for inculcating in the minds of the Board Members the importance of
management responsibilities in maintaining a sound system of internal control and the Board’s
oversight responsibility.

The Audit Committee shall perform the following functions:

1) Assist the Board in the performance of its oversight responsibility for the financial reporting
process, system of internal control, internal and external audit process, and monitoring of
compliance with applicable laws, rules and regulations.

2) Recommend the approval the Internal Audit Charter (“IA Charter”), which formally defines the
role of Internal Audit and the audit plan as well as oversees the implementation of the IA
Charter;

3) Through the Internal Audit (“IA”) Department, monitor and evaluate the adequacy and
effectiveness of the Company’s internal control system, integrity of financial reporting, and
security of physical and information assets.

4) Oversee the Internal Audit Department, and recommends the appointment and/or grounds for
approval of an internal audit head or Chief Audit Officer. The Audit Committee should also
approve the terms and conditions for outsourcing internal audit services;

5) Establish and identify the reporting line of the internal auditor to enable him to properly fulfill his
duties and responsibilities. For this purpose, he should directly report to the Audit Committee;

6) Review and monitor management’s responsiveness to the internal auditor’s findings and
recommendations;

7) Prior to the commencement of the audit, discuss with the external auditor the nature, scope
and expenses of the audit, and ensure the proper coordination if more than one audit firm is
involved in the activity to secure proper coverage and minimize duplication of efforts;

8) Evaluate and determine the non-audit work, if any, of the external auditor, and periodically
review the non-audit fees paid to the external auditor in relation to the total fees paid to him and
to the Company’s overall consultancy expenses. The committee should disallow any non-audit
work that will conflict with his duties as an external auditor or may pose a threat to his
independence.

9) Review and approves the interim and annual financial statements before their submission to
the Board, with particular focus on the following matters:

10) Review the disposition of the recommendations in the external auditor’s management letter;

11) Perform oversight functions over the Company’s internal and external auditors. It ensures the
independence of internal and external auditors, and that both auditors are given unrestricted
access to all records, properties and personnel to enable them to perform their respective audit
functions, taking into consideration relevant Philippine professional and regulatory
requirements;

50
12) Coordinate, monitor and facilitate compliance with laws, rules and regulations;

13) Recommend to the Board the appointment, reappointment, removal and fees of the external
auditor, duly accredited by the SEC, who undertakes an independent audit of the Company,
and provides an objective assurance on the manner by which the financial statements should
be prepared and presented to the stockholders; and

14) Oversee the implementation of the risk management and related party strategies and policies,
including but not limited to the following:

i. Evaluate on an ongoing basis existing the relations between and among businesses and
counterparties to ensure that all related parties are continuously identified, related party
transactions (“RPTs”) are monitored, and subsequent changes in relationships with
counter-parties (from non-related to related and vice versa) are captured.

ii. Evaluate all material RPTs to ensure that these are not undertaken on more favorable
economic terms (e.g., price, commissions, interest rates, fees, tenor, collateral
requirement) to such related parties than similar transactions with nonrelated parties
under similar circumstances and that no corporate or business resources of the Company
are misappropriated or misapplied, and to determine any potential reputational risk issues
that may arise as a result of or in connection with the transactions.

iii. Ensure that appropriate disclosure is made, and/or information is provided to regulating
and supervising authorities relating to the Company’s RPT exposures, and policies on
conflicts of interest or potential conflicts of interest.

iv. Report to the Board of Directors on a regular basis, the status and aggregate exposures
to each related party, as well as the total amount of exposures to all related parties;

v. Ensure that transactions with related parties, including write-off of exposures are subject
to a periodic independent review or audit process; and

vi. Oversee the implementation of the system for identifying, monitoring, measuring,
controlling, and reporting RPTs, including a periodic review of RPT policies and
procedures.

B. Corporate Governance Committee

The Corporate Governance Committee shall consist of three directors, one of whom must be an
independent director. Among other functions that may be delegated by the Board, the Committee
shall be responsible for the following:

1) Overseeing the implementation of the corporate governance framework and periodically


reviews the said framework to ensure that it remains appropriate in light of material changes to
the Company’s size, complexity and business strategy, as well as its business and regulatory
environments;

2) Overseeing the periodic performance evaluation of the Board and its committees as well as
executive management, and conducts an annual self-evaluation of its performance;

3) Ensuring that the results of the Board evaluation are shared, discussed, and that concrete
action plans are developed and implemented to address the identified areas for improvement

4) Recommending continuing education/training programs for directors, assignment of


tasks/projects to board committees, succession plan for the board members and senior officers,
and remuneration packages for corporate and individual performance;

5) Adopting corporate governance policies and ensure that these are reviewed and updated
regularly, and consistently implemented in form and substance;

51
6) Proposing and planning relevant trainings for the members of the Board;

7) Determining the nomination and election process for the Company’s directors and has the
special duty of defining the general profile of board members that the Company may need and
ensuring appropriate knowledge, competencies and expertise that complement the existing
skills of the Board; and

8) Establishing a formal and transparent procedure to develop a policy for determining the
remuneration of directors and officers that is consistent with the Company’s culture and strategy
as well as the business environment in which it operates.

9) The Corporate Government Committee is currently sitting as Nomination Committee.


Eventually, the Board shall create a Nomination Committee which shall have at least three
members, one of whom shall be an independent director. The Nomination Committee shall
review and evaluate the qualifications of all individuals nominated to the Board and other
appointments that require Board approval, and to assess the effectiveness of the Board’s
processes and procedures in the election or replacement of directors.

The nomination and election process also includes the review and evaluation of the
qualifications of all persons nominated to the Board, including whether candidates: (1) possess
the knowledge, skills, experience, and particularly in the case of non-executive directors,
independence of mind given their responsibilities to the Board and in light of the entity’s
business and risk profile; (2) have a record of integrity and good repute; (3) have sufficient time
to carry out their responsibilities; and (4) have the ability to promote a smooth interaction
between board members.

Only a stockholder of record entitled to notice and to vote at the regular or special meeting of
the stockholders for the election of directors shall be qualified to be nominated and elected as
a director of the Company.

C. Penalties for Non-compliance with the Manual on Corporate Governance

In case of violation of any of the provisions of the Manual on Corporate Governance, the
following penalties shall be imposed, after due notice and hearing, on the Company’s
directors, officers, and employees:

1) First Violation – reprimand;


2) Second Violation –suspension from office, the duration of which shall depend on the
gravity of the violation; and
3) Third Violation – removal from office.

The Compliance Officer shall be responsible for determining violation/s through notice and
hearing and shall recommend to the Chairman of the Board the imposable penalty for such
violation, for further review and approval of the Board.

PART V – EXHIBITS AND SCHEDULES

ITEM 14. EXHIBITS

The schedules required by SRC Rule 68 be presented is included/shown in the related consolidated
financial statements or in the notes thereto.

ITEM 15. REPORTS ON SEC FORM 17-C

The company has filed SEC Form 17-C last March 16 pursuant to the requirement by the Securities
and Exchange Commission to appraise the public on the risks, business impact and mitigating
measures the Company has implemented in light of the COVID-19 situation.

52
SIGNATURES

Pursuant to the requirements of Section 17 of the Code and Section 141 of the Corporation Code, this
report is signed on behalf of the issuer by the undersigned, thereunto duly authorized, in the City of
________________________on__________, 20__.

By:

______________________________ ______________________________
Jose R. Soberano III Ma. Rosario B. Soberano
President & CEO Executive VP & Treasurer

______________________________ ______________________________
Jose Franco B. Soberano Beauregard Grant L. Cheng
Executive VP and Chief Operating Officer Chief Finance Officer

______________________________ ______________________________
Atty. Larri-Nil Veloso Connie N. Guieb
Assistant Corporate Secretary VP-Accounting & Finance/ Controller

SUBSCRIBED AND SWORN to before me this _____ day of _________ 20__ affiant(s)
exhibiting to me his/their Residence Certificates, as follows:

NAMES ID NO. DATE OF ISSUE PLACE OF ISSUE


Jose R. Soberano III DL: G01-82- N/A N/A
003402
Ma. Rosario B. Soberano P3448131A JUN. 21, 2017 Cebu City, Philippines
Beauregard Grant L. Cheng P2730987B AUG. 07, 2019 Manila, Philippines
Jose Franco B. Soberano P4491465A SEP. 25, 2017 Cebu City, Philippines
Connie N. Guieb DL: G01-95- N/A N/A
197776
Atty. Larri-Nil Veloso DL: G01-03- N/A N/A
001207

53

Punongbayan & Araullo

20th Floor, Tower 1

The Enterprise Center

6766 Ayala Avenue

1200 Makati City

Philippines

Report of Independent Auditors T +63 2 8988 22 88


2288

The Board of Directors and Stockholders

Cebu Landmasters, Inc. and Subsidiaries

(A Subsidiary of A B Soberano Holdings Corp.)

10th Floor, Park Centrale Tower

Jose Ma. Del Mar St., B2 L3

Cebu I.T. Park, Brgy., Apas

Cebu City

Opinion

We have audited the consolidated financial statements of Cebu Landmasters, Inc. and

subsidiaries (collectively referred to herein as the Group), which comprise the consolidated
statements of financial position as at December 31, 2020 and 2019, and the consolidated

statements of profit or loss, consolidated statements of comprehensive income, consolidated

statements of changes in equity and consolidated statements of cash flows for each of the

three years in the period ended December 31, 2020, and notes to the consolidated financial

statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material

respects, the consolidated financial position of the Group as at December 31, 2020 and 2019,

and its consolidated financial performance and its consolidated cash flows for each of the three

years in the period ended December 31, 2020 in accordance with Philippine Financial

Reporting Standards (PFRS).

Basis for Opinion

We conducted our audits in accordance with Philippine Standards on Auditing (PSA). Our

responsibilities under those standards are further described in the Auditors’ Responsibilities for

the Audit of the Consolidated Financial Statements section of our report. We are independent

of the Group in accordance with the Code of Ethics for Professional Accountants in the

Philippines (Code of Ethics) together with the ethical requirements that are relevant to our

audits of the consolidated financial statements in the Philippines, and we have fulfilled our other

ethical responsibilities in accordance with these requirements and the Code of Ethics. We

believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

Emphasis of Matter

We draw attention to Note 34 to the consolidated financial statements, which describes

management’s assessment of the continuing impact on the Group's financial condition and

performance of the COVID-19 pandemic.

Certified Public Accountants grantthornton.com.ph

Punongbayan & Araullo (P&A) is the Philippine member firm of Grant Thornton International Ltd (GTIL).

Offices in Cavite, Cebu, Davao

BOA/PRC Cert. of Reg. No. 0002


SEC Accreditation No. 0002-FR-5

-2–

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the consolidated financial statements of the current period. These

matters were addressed in the context of our audit of the consolidated financial statements as a

whole, and in forming our opinion thereon, and we do not provide a separate opinion on these

matters.

(a) Revenue Recognition for Sale of Real Estates

Description of the Matter

We considered the Group’s recognition of revenue from sale of real estates a key audit matter

because of the significant volume of transactions and amount of revenue from sale of real

estates involved. In 2020, the Group’s revenue from sale of real estates amounted to

P8.1 billion which accounts for 98% of the Group’s total revenues. It uses the percentage of

completion (POC) method, which is determined using the input method, i.e., based on efforts or

inputs to the satisfaction of a performance obligation, to determine the appropriate amount of

contract revenues to be recognized for the reporting period. Thus, the complexity of the

application of the revenue recognition standard in real estate sales contracts; and the

application of significant management judgments in determining when to recognize revenue,

particularly on the assessment of the probability of collecting the contract price, and in

estimating the stage of project completion were also taken into consideration. An error in the

application of the requirements of said standard, and of management judgment and estimate

could cause a material misstatement in the consolidated financial statements.

For this year’s audit, we have also considered the implications of the COVID-19 pandemic as it

affects one major factor in the Company’s revenue recognition criteria which is the probability of

collecting the contract price.

The Group’s accounting policy on recognition of revenue from sale of real estates, and basis of

significant judgment and estimates are disclosed in Notes 2 and 3 to the consolidated financial

statements, respectively. In addition, the details of contract revenues, specifically the

disaggregation of revenues are disclosed in Notes 17 to the consolidated financial statements.

How the Matter was Addressed in the Audit

To address the risk of material misstatements in revenue recognition, we have performed tests

of design and operating effectiveness of internal controls, including information technology (IT)

general controls, over processes relating to generation of contract revenue, and revenue

recognition and measurement. In addition, we reviewed agreements, on a sampling basis, and

the relevant facts and circumstances about the real estate transactions to determine

compliance with a set of criteria for revenue recognition. We have also tested the

reasonableness of management’s judgment in determining the probability of collection of the

contract price which involves a historical analysis of customer payment pattern and behavior.

To ascertain the reasonableness of the measurement of progress towards complete

satisfaction of performance obligation using the input method, we have tested the progress

reported for the year in reference to the actual costs incurred relative to the total budgeted

project development costs. Our procedures include understanding of controls over recording of

costs and direct examination of supporting documents. We have also performed physical

inspection of selected projects under development to determine if the completion based on

costs is consistent with the physical completion of the project. In testing the reasonableness of

budgetary estimates, we have ascertained the qualification of project engineers who prepared

the budgets and reviewed the actual performance of completed projects with reference to their

budgeted costs.

Certified Public Accountants

Punongbayan & Araullo (P&A) is the Philippine member firm of Grant Thornton International Ltd

-3–

(b) Existence and Valuation of Real Estate Inventories

Description of the Matter

Real estate inventories amount to P13.4 billion, which accounts for 49% of total current assets

and 27% of total assets of the Group, as at December 31, 2020. Because of the asset’s

material effect on the consolidated financial statements, we considered its valuation a key audit

matter. Valuation of the Group’s real estate inventories, particularly construction-in-progress,

involves determination and estimation of significant unbilled materials and project contractors’

services at the end of the reporting period. Management’s failure to consider such unbilled

materials and services, and an error in estimating the same, could have a material impact on

the carrying value of real estate inventories as well as POC and cost of real estate sales.

The valuation of the real estate inventories is also hinged on their existence. Given that the

Group’s real estate projects are located in various locations, which posed a significant

challenge in conducting the necessary audit procedures because of restrictions due to the

COVID-19 pandemic, and the varying stages of completion of the projects, which require

significant judgement and estimation, we have also considered the existence of real estate

inventories as a key audit matter.

The Group’s policy on accounting for real estate inventories is disclosed in Notes 2 and 3

to the consolidated financial statements and an analysis of the assets’ components is

presented in Note 7.

How the Matter was Addressed in the Audit

We have obtained an understanding, and performed tests of design and operating

effectiveness of internal controls, including IT general controls, over processes relating to

initiation and recording of purchases and allocation of cost to real estate inventories. We also

performed ocular inspection of selected real estate projects on a date closest to the reporting
date to confirm their existence and examined documents, such as land titles, progress reports,

contractors’ accomplishment billings among others, to corroborate with other procedures as

well as to ensure completeness of recorded costs. We tested the assumptions used by

management in estimating the unbilled materials and services as well as the stage of

completion of the projects which we used to further assess the reasonableness of the assets’

valuation.

(c) Recognition of Right-of-Use Asset and Related Lease Liability

Description of the Matter

In 2020, the Group recognized a right-of-use asset of P818.5 million and corresponding lease

liability of the same amount with a net carrying amount of P799.4 million and P706.8 million,

respectively, as at December 31, 2020. This pertains to a lease contract for a period of 43

years covering a piece of land which will be the site of another real estate project of the Group.

We considered the recognition of the right-of-use asset and lease liability for this lease as

significant because of the amount involved, complexity of accounting for this type of lease and

the significant judgements that go along with it, particularly in respect of the determination of

the appropriate discount rate to be used because of the lease term.

The Group’s accounting policy and judgment applied on accounting for leases are presented in

Notes 2 and 3 to the consolidated financial statements, respectively, and the other related

disclosures are presented in Note 12.

Certified Public Accountants

Punongbayan & Araullo (P&A) is the Philippine member firm of Grant Thornton International Ltd

-4–

How the Matter was Addressed in the Audit

To address this matter, we evaluated the reasonableness and appropriateness of the inputs

and assumptions used, especially the discount rate applied in determining the lease liability.

We verified the accuracy of the data used by tracing them to the original contracts and checked

the mathematical accuracy of the calculations done by management to determine the amounts

to be recognized. We also assessed the completeness of disclosures within the financial

statements in accordance with the applicable standards.

(d) Consolidation Process

Description of the Matter

The consolidated financial statements of the Group represent the financial statements of the

Parent Company and its subsidiaries viewed as a single economic and reporting entity. We

consider the Group’s consolidation process as a key audit matter because of the significant

judgments made to determine whether control exists on subsidiaries where shareholdings of

the Group is 50% and lower, and the complexity arising from the component entities with

significant intercompany transactions that require elimination and valuation of non-controlling

interests in net profit and net assets of the Group.

The Group’s accounting policy and judgment applied on consolidation are presented in

Notes 2 and 3 to the consolidated financial statements, respectively.

How the Matter was Addressed in the Audit

To address this matter, we obtained understanding of the Group’s structure and its

consolidation process including the procedures for identifying intercompany transactions and

reconciling intercompany balances. We tested significant consolidation adjustments which

include elimination of intercompany revenues, expenses and investments, and recognition of


equity transactions to measure non-controlling interest. In respect of subsidiaries where

shareholdings of the Group is 50% and lower, we obtained documents supporting

management’s judgment in respect of its assumed control over the entities and gained an

understanding of how management is able to demonstrate control over the entities. Finally, we

analyzed the operations of each of those subsidiaries to determine whether indeed, the parent

company controls their operations.

Other Information

Management is responsible for the other information. The other information comprises the

information included in the Group’s Securities and Exchange Commission (SEC) Form 20-IS

(Definitive Information Statement), SEC Form 17-A and Annual Report for the year ended

December 31, 2020, but does not include the consolidated financial statements and our

auditors’ report thereon. The SEC Form 20-IS (Definitive Information Statement), SEC Form

17-A and Annual Report for the year ended December 31, 2020 are expected to be made

available to us after the date of this auditors’ report.

Our opinion on the consolidated financial statements does not cover the other information and

we will not express any form of assurance conclusion thereon.

In connection with our audits of the consolidated financial statements, our responsibility is to

read the other information identified above when it becomes available and, in doing so,

consider whether the other information is materially inconsistent with the consolidated financial

statements or our knowledge obtained in the audits, or otherwise appears to be materially

misstated.

Certified Public Accountants

Punongbayan & Araullo (P&A) is the Philippine member firm of Grant Thornton International Ltd

-5–

Responsibilities of Management and Those Charged with Governance for the

Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated

financial statements in accordance with PFRS, and for such internal control as management

determines is necessary to enable the preparation of consolidated financial statements that are

free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the

Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going

concern and using the going concern basis of accounting unless management either intends to

liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group’s financial reporting

process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial

statements as a whole are free from material misstatement, whether due to fraud or error, and

to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of

assurance, but is not a guarantee that an audit conducted in accordance with PSA will always

detect a material misstatement when it exists. Misstatements can arise from fraud or error and

are considered material if, individually or in the aggregate, they could reasonably be expected

to influence the economic decisions of users taken on the basis of these consolidated financial

statements.

As part of an audit in accordance with PSA, we exercise professional judgment and maintain

professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated financial

statements, whether due to fraud or error, design and perform audit procedures responsive

to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis

for our opinion. The risk of not detecting a material misstatement resulting from fraud is

higher than for one resulting from error, as fraud may involve collusion, forgery, intentional

omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit

procedures that are appropriate in the circumstances, but not for the purpose of expressing

an opinion on the effectiveness of the Group’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of

accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of

accounting and, based on the audit evidence obtained, whether a material uncertainty

exists related to events or conditions that may cast significant doubt on the Group’s ability

to continue as a going concern. If we conclude that a material uncertainty exists, we are

required to draw attention in our auditors’ report to the related disclosures in the

consolidated financial statements or, if such disclosures are inadequate, to modify our

opinion. Our conclusions are based on the audit evidence obtained up to the date of our

auditors’ report. However, future events or conditions may cause the Group to cease to
continue as a going concern.

• Evaluate the overall presentation, structure and content of the consolidated financial

statements, including the disclosures, and whether the consolidated financial statements

represent the underlying transactions and events in a manner that achieves fair presentation.

Certified Public Accountants

Punongbayan & Araullo (P&A) is the Philippine member firm of Grant Thornton International Ltd

-6–

• Obtain sufficient appropriate audit evidence regarding the financial information of the
entities or business activities within the Group to express an opinion on the consolidated

financial statements. We are responsible for the direction, supervision and performance of

the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the

planned scope and timing of the audit and significant audit findings, including any significant

deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with

relevant ethical requirements regarding independence, and to communicate with them all

relationships and other matters that may reasonably be thought to bear on our independence,

and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those

matters that were of most significance in the audit of the consolidated financial statements of

the current period and are therefore the key audit matters. We describe these matters in our

auditors’ report unless law or regulation precludes public disclosure about the matter or when,

extremely rare circumstances, we determine that a matter should not be communicated in our

report because the adverse consequences of doing so would reasonably be expected to

outweigh the public interest benefits of such communication.

The engagement partner on the audits resulting in this independent auditors’ report is

Christopher M. Ferareza.

PUNONGBAYAN & ARAULLO

got

By: Christopher M. Ferareza

Partner

CPA Reg. No. 0097462

TIN 184-595-975
PTR No. 8533229, January 4, 2021, Makati City

SEC Group A Accreditation

Partner - No. 1185-AR-2 (until May 9, 2021)

Firm - No. 0002 (until Dec. 31, 2024)

BIR AN 08-002511-34-2020 (until Jun. 25, 2023)

Firm’s BOA/PRC Cert. of Reg. No. 0002 (until Jul. 24, 2021)

March 24, 2021

Certified Public Accountants

Punongbayan & Araullo (P&A) is the Philippine member firm of Grant Thornton International Ltd

CEBU LANDMASTERS, INC. AND SUBSIDIARIES

(A Subsidiary of A B Soberano Holdings Corp.)


CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

DECEMBER 31, 2020 AND 2019

(Amounts in Philippine Pesos)

Notes 2020 2019

A S S E T S

CURRENT ASSETS

Cash and cash equivalents 5 P 797,184,790 P 917,170,651

Receivables - net 6 6,020,754,434 5,204,137,996


Contract assets - net 17 3,642,591,056 3,799,666,118

Real estate inventories 7 13,398,181,847 9,446,952,918

Deposits on land for future development 8 699,772,860 1,289,398,997

Due from related parties 25 21,950,504 9,947,417


Prepayments and other current assets 9 3,019,869,681 2,265,504,406

Total Current Assets 27,600,305,172 22,932,778,503

NON-CURRENT ASSETS

Receivables - net 6 121,204,328 671,924,942

Contract assets - net 17 10,214,059,439 5,092,843,910

Investments in associates 10 129,852,662 16,378,423

Property and equipment - net 11 643,387,606 355,120,980


Right-of-use assets 12 950,904,449 174,759,463

Investment properties - net 13 10,093,743,062 8,904,844,700

Post-employment defined benefit asset 23 - 5,923,584

Other non-current assets - net 14 337,044,725 128,867,731

Total Non-current Assets 22,490,196,271 15,350,663,733

TOTAL ASSETS P 50,090,501,443 P 38,283,442,236

LIABILITIES AND EQUITY

CURRENT LIABILITIES

Interest-bearing loans and borrowings 15 P 3,434,542,160 P 2,627,759,378

Trade and other payables 16 7,257,232,364 5,701,910,028

Contract liabilities 17 532,649,347 418,967,659


Customers' deposits 17 196,124,012 191,042,919

Lease liabilities 12 1,634,080 1,775,306

Income tax payable 31,196,933 29,726,619

Total Current Liabilities 11,453,378,896 8,971,181,909

NON-CURRENT LIABILITIES

Interest-bearing loans and borrowings 15 20,359,441,551 14,218,997,199


Trade and other payables 16 226,434,433 81,616,966

Lease liabilities 12 833,099,895 138,501,152

Post-employment defined benefit obligation 23 621,184 -

Deferred tax liabilities - net 24 1,690,284,026 1,124,886,722

Total Non-current Liabilities 23,109,881,089 15,564,002,039

Total Liabilities 34,563,259,985 24,535,183,948

EQUITY

Equity attributable to shareholders of Parent Company 26

Capital stock 1,714,000,000 1,714,000,000

Additional paid-in capital 1,608,917,974 1,608,917,974


Treasury shares ( 732,851,016 ) ( 247,193,811 )

Revaluation reserves - net ( 12,883,375 ) ( 6,589,225 )

Retained earnings 6,054,418,178 4,623,093,445

8,631,601,761 7,692,228,383

Non-controlling interest 26 6,895,639,697 6,056,029,905

Total Equity 15,527,241,458 13,748,258,288

TOTAL LIABILITIES AND EQUITY P 50,090,501,443 P 38,283,442,236

See Notes to Consolidated Financial Statements.

CEBU LANDMASTERS, INC. AND SUBSIDIARIES

(A Subsidiary of A B Soberano Holdings Corp.)

CONSOLIDATED STATEMENTS OF PROFIT OR LOSS

FOR THE YEARS ENDED DECEMBER 31, 2020, 2019 AND 2018

(Amounts in Philippine Pesos)

Notes 2020 2019 2018

REVENUES 17
Sale of real estates P 8,146,432,329 P 8,390,526,495 P 6,692,537,760

Rental 55,237,972 63,159,194 57,480,871

Hotel operations 54,558,131 8,524,756 -

Management fees 42,591,886 36,837,490 12,920,716

8,298,820,318 8,499,047,935 6,762,939,347

COST OF SALES AND SERVICES 18 ( 4,282,111,458 ) ( 4,300,684,977 ) ( 3,136,059,915 )

GROSS PROFIT 4,016,708,860 4,198,362,958 3,626,879,432

OPERATING EXPENSES 19 ( 1,265,920,859 ) ( 1,145,201,008 ) ( 893,891,554 )

OTHER OPERATING INCOME 20 68,597,820 53,133,383 33,500,390

OPERATING PROFIT 2,819,385,821 3,106,295,333 2,766,488,268

FINANCE COSTS 21 ( 65,805,262 ) ( 44,926,212 ) ( 132,572,322 )

FINANCE INCOME 22 39,708,261 51,920,745 18,861,865

SHARE IN NET LOSS OF

ASSOCIATES 10 ( 615,777 ) ( 326,580 ) ( 437,147 )

REVERSAL OF IMPAIRMENT LOSSES

(IMPAIRMENT LOSSES) ON FINANCIAL ASSETS 6, 17 ( 252,478 ) 69,492,639 ( 44,779,695 )

OTHER LOSSES ( 839,657 ) ( 962,201 ) ( 26,582 )

PROFIT BEFORE TAX 2,791,580,908 3,181,493,724 2,607,534,387

TAX EXPENSE 24 ( 715,853,587 ) ( 743,556,215 ) ( 438,609,074 )

NET PROFIT P 2,075,727,321 P 2,437,937,509 P 2,168,925,313

Net profit attributable to:

Parent Company's shareholders 27 P 1,846,119,733 P 2,012,289,616 P 1,667,369,943

Non-controlling interests 229,607,588 425,647,893 501,555,370

P 2,075,727,321 P 2,437,937,509 P 2,168,925,313

Earnings per Share:

P 1.15 P 1.21 P 0.98


Basic and diluted 27

See Notes to Consolidated Financial Statements.

CEBU LANDMASTERS, INC. AND SUBSIDIARIES

(A Subsidiary of A B Soberano Holdings Corp.)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2020, 2019 AND 2018
(Amounts in Philippine Pesos)

2020 2019 2018

NET PROFIT P 2,075,727,321 P 2,437,937,509 P 2,168,925,313

OTHER COMPREHENSIVE INCOME (LOSS) - Net of Tax

Item that will not be reclassified

subsequently to profit or loss

Gain (loss) on remeasurements of


post-employment defined benefit plan 23 ( 8,991,642 ) 8,341,738 ( 2,562,785 )

Tax income (expense) 24 2,697,492 ( 2,502,521 ) 768,836

( 6,294,150 ) 5,839,217 ( 1,793,949 )

TOTAL COMPREHENSIVE INCOME P 2,069,433,171 P 2,443,776,726 P 2,167,131,364

Total comprehensive income attributable to:

Parent Company's shareholders P 1,839,825,583 P 2,018,128,833 P 1,665,575,994

Non-controlling interests 229,607,588 425,647,893 501,555,370

P 2,069,433,171 P 2,443,776,726 P 2,167,131,364

See Notes to Consolidated Financial Statements.

CEBU LANDMASTERS, INC. AND SUBSIDIARIES

(A Subsidiary of A B Soberano Holdings Corp.)


CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2020, 2019 AND 2018

(Amounts in Philippine Pesos)

Attributable to Shareholders of Parent Company

Capital
Stock
Additional
Paid-in Capital
Treasury
Stock
Revaluation
Reserves
Retained Earnings
(See Note 26)
Non-controlling
Interests

(See Note 26) (See Note 26) (See Note 26) (See Note 26) Appropriated Unappropriated Total Total (See Note 26) Total

Balance at January 1, 2020

Transactions with owners


P 1,714,000,000 P 1,608,917,974 ( P 247,193,811 ) ( P 6,589,225 ) P 3,050,000,000 P 1,573,093,445 P 4,623,093,445 P 7,692,228,383 P 6,056,029,905 P 13,748,258,288

Investments from non-controlling stockholdrs


Cash dividend
-
-
-
-
-
-
-
-
-
- (
-
414,795,000 ) (
-
414,795,000 ) (
-
414,795,000 ) (
647,502,204
37,500,000 ) (
647,502,204
452,295,000 )

Acquisition of treasury stock - - ( 485,657,205 ) - - - - ( 485,657,205 ) - ( 485,657,205 )


- - ( 485,657,205 ) - - ( 414,795,000 ) ( 414,795,000 ) ( 900,452,205 ) 610,002,204 ( 290,450,001 )

Appropriation of retained earnings


Appropriations during the year - - - - 3,300,000,000 ( 3,300,000,000 ) - - - -

Reversal during the year - - - - ( 2,400,495,377 ) 2,400,495,377 - - - -


- - - - 899,504,623 ( 899,504,623 ) - - - -

Total comprehensive income for the year


Net profit for the year - - - - - 1,846,119,733 1,846,119,733 1,846,119,733 229,607,588 2,075,727,321

Other comprehensive loss - - - ( 6,294,150 ) - - - ( 6,294,150 ) - ( 6,294,150 )


- - - ( 6,294,150 ) - 1,846,119,733 1,846,119,733 1,839,825,583 229,607,588 2,069,433,171

Balance at December 31, 2020 P 1,714,000,000 P 1,608,917,974 ( P 732,851,016 ) ( P 12,883,375 ) P 3,949,504,623 P 2,104,913,555 P 6,054,418,178 P 8,631,601,761 P 6,895,639,697 P 15,527,241,458

Balance at January 1, 2019 P 1,714,000,000 P 1,608,917,974 ( P 212,459,418 ) ( P 12,428,442 ) P - P 2,943,393,829 P 2,943,393,829 P 6,041,423,943 P 5,280,557,011 P 11,321,980,954

Transactions with owners

Investments from non-controlling stockholdrs - - - - - - - - 369,825,001 369,825,001


Cash dividend - - - - - ( 332,590,000 ) ( 332,590,000 ) ( 332,590,000 ) ( 20,000,000 ) ( 352,590,000 )
Acquisition of treasury stock - - ( 34,734,393 ) - - - - ( 34,734,393 ) - ( 34,734,393 )

- - ( 34,734,393 ) - - ( 332,590,000 ) ( 332,590,000 ) ( 367,324,393 ) 349,825,001 ( 17,499,392 )

Appropriation of retained earnings during the year - - - - 3,050,000,000 ( 3,050,000,000 ) - - - -

Total comprehensive income for the year

Net profit for the year


Other comprehensive gain
-
-
-
-
-
-
-
5,839,217
-
-
2,012,289,616
-
2,012,289,616
-
2,012,289,616
5,839,217
425,647,893
-
2,437,937,509
5,839,217

- - - 5,839,217 - 2,012,289,616 2,012,289,616 2,018,128,833 425,647,893 2,443,776,726

Balance at December 31, 2019 P 1,714,000,000 P 1,608,917,974 ( P 247,193,811 ) ( P 6,589,225 ) P 3,050,000,000 P 1,573,093,445 P 4,623,093,445 P 7,692,228,383 P 6,056,029,905 P 13,748,258,288

Balance at January 1, 2018 P 1,714,000,000 P 1,608,917,974 P - ( P 4,319,093 ) P - P 1,526,583,486 P 1,526,583,486 P 4,845,182,367 P 593,558,141 P 5,438,740,508

Transactions with owners


Investments from non-controlling shareholders - - - - - - - - 4,185,443,500 4,185,443,500

Cash dividend - - - - - ( 256,875,000 ) ( 256,875,000 ) ( 256,875,000 ) - ( 256,875,000 )


Acquisition of treasury stock - - ( 212,459,418 ) - - - - ( 212,459,418 ) - ( 212,459,418 )
- - ( 212,459,418 ) - - ( 256,875,000 ) ( 256,875,000 ) ( 469,334,418 ) 4,185,443,500 3,716,109,082

Total comprehensive income for the year

Net profit for the year - - - - - 1,667,369,943 1,667,369,943 1,667,369,943 501,555,370 2,168,925,313
Derecognition of revaluation reserve due to
sale of financial asset at fair value through

other comprehensive income


Other comprehensive loss
-
-
-
-
-
-
(
(
6,315,400 )
1,793,949 )
-
- -
6,315,400
-
6,315,400
(
-
1,793,949 )
-
- (
-
1,793,949 )

- - - ( 8,109,349 ) - 1,673,685,343 1,673,685,343 1,665,575,994 501,555,370 2,167,131,364

Balance at December 31, 2018 P 1,714,000,000 P 1,608,917,974 ( P 212,459,418 ) ( P 12,428,442 ) P - P 2,943,393,829 P 2,943,393,829 P 6,041,423,943 P 5,280,557,011 P 11,321,980,954

P P

See Notes to Consolidated Financial Statements.

CEBU LANDMASTERS, INC. AND SUBSIDIARIES

(A Subsidiary of A B Soberano Holdings Corp.)


CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2020, 2019 AND 2018

(Amounts in Philippine Pesos)

Notes 2020 2019 2018

CASH FLOWS FROM OPERATING ACTIVITIES

Profit before tax P 2,791,580,908 P 3,181,493,724 P 2,607,534,387


Adjustments for:

Depreciation and amortization 19 104,119,622 60,763,991 52,474,358

Interest expense on lease liabilities 21 57,127,820 10,847,248 -


( 8,701,101 ) ( 24,599,602 ) ( 18,861,865 )

Interest income on bank deposits


Interest expense on interest-bearing loans
22
21 8,677,442 33,629,596 88,467,056

Share in net loss of associates 10 615,777 326,580 437,147

Recognition (reversal) of impairment loss on financial assets 6 252,478 ( 69,492,639 ) 44,779,695


Operating profit before working capital changes 2,953,672,946 3,192,968,898 2,774,830,778

Decrease (increase) in receivables ( 266,148,302 ) ( 1,767,475,002 ) 497,817,254

Increase in contract assets ( 4,964,140,467 ) ( 3,450,384,035 ) ( 5,495,689,229 )

Increase in real estate inventories


Increase in deposits on land for future development
(
(
563,703,631 )
868,104,916 )
(
(
2,270,211,968 )
679,394,084 )
(
(
2,072,705,365 )
806,218,927 )

Increase in prepayments and other current assets ( 747,606,864 ) ( 1,401,362,497 ) ( 349,856,907 )

Increase (decrease) in other non-current assets ( 206,460,224 ) ( 32,255,180 ) 161,340,668


Increase in trade and other payables 993,330,034 3,380,558,499 362,028,572

Increase (decrease) in contract liabilities 113,681,688 ( 38,959,953 ) 457,927,612

Increase (decrease) in customers' deposits 5,081,093 148,268,543 ( 323,668,472 )


Decrease in post-employment defined benefit obligation ( 2,446,874 ) ( 3,549,540 ) ( 7,958,605 )

Cash used in operations ( 3,552,845,517 ) ( 2,921,796,319 ) ( 4,802,152,621 )

Cash paid for taxes ( 151,023,857 ) ( 146,210,751 ) ( 78,391,701 )

Net Cash Used in Operating Activities ( 3,703,869,374 ) ( 3,068,007,070 ) ( 4,880,544,322 )

CASH FLOWS FROM INVESTING ACTIVITIES

Acquisitions of investment properties 13 ( 1,421,274,390 ) ( 2,180,931,208 ) ( 353,636,773 )

Acquisitions of property and equipment 11 ( 235,693,169 ) ( 80,638,923 ) ( 183,934,845 )

Investments in associates 10 ( 114,090,016 ) ( 5,500,000 ) -


Advances to related parties 25 ( 12,003,087 ) - ( 3,324,163 )

Acquisitions of computer software 14 ( 8,960,023 ) ( 33,955,601 ) ( 1,620,697 )

Interest received 8,701,101 24,599,602 18,861,865


Collections of advances to related parties 25 - 11,206,772 11,925

Proceeds from transfer of financial assets at FVOCI - - 55,633,275

Net Cash Used in Investing Activities ( 1,783,319,584 ) ( 2,265,219,358 ) ( 468,009,413 )

CASH FLOWS FROM FINANCING ACTIVITIES


Proceeds from availment of interest-bearing loans 15 12,583,999,063 10,453,706,073 7,303,922,875

Repayments of interest-bearing loans 15 ( 5,672,248,772 ) ( 4,265,207,842 ) ( 1,766,308,093 )

Interest paid on interest-bearing loans ( 1,091,629,524 ) ( 819,196,691 ) ( 304,926,564 )


Additional investment from non-controlling shareholders 26 647,502,204 369,825,001 74,350,000

Acquisition of treasury stock 26 ( 485,657,205 ) ( 34,734,393 ) ( 212,459,418 )

Cash dividends paid 26 ( 452,295,000 ) ( 352,590,000 ) ( 256,875,000 )


( 105,339,849 ) ( 39,719,752 ) -

Repayments of lease liabilities


Interest paid on lease liabilities
12
12 ( 57,127,820 ) ( 10,847,248 ) -

5,367,203,097 5,301,235,148 4,837,703,800

Net Cash From Financing Activities

NET DECREASE IN CASH AND CASH EQUIVALENTS ( 119,985,861 ) ( 31,991,280 ) ( 510,849,935 )

CASH AND CASH EQUIVALENTS

AT BEGINNING OF YEAR 917,170,651 949,161,931 1,460,011,866

CASH AND CASH EQUIVALENTS AT END OF YEAR P 797,184,790 P 917,170,651 P 949,161,931

Supplemental Information for Non-cash Operating, Investing and Financing Activities:

1) The Group recognized right-of-use assets and lease liabilities amounting to P818.5 million and P180.0 million in 2020 and 2019, respectively (see Notes 12 and 33).

2) In 2020, the Group reclassified assets from Investment Properties totaling P997.6 million and P86.1 million to Real Estate Inventories and Property and

Equipment, respectively (see Notes 7, 11 and 13). In 2019, investment properties of P452.0 million were reclassified to Real Estate Inventories

(see Notes 7 and 13).

3) In 2020, Deposits on Land for Future Development of P1.5 billion were reclassified to Real Estate Inventories, while in 2019, P4.6 billion and P1.1 billion were

reclassified to Real Estate Inventories and Investment Properties, respectively (see Notes 7, 8 and 13).

4) In 2020 and 2019, the Group recognized unpaid construction costs of P666.7 million and P331.2 million, respectively, in Investment Properties (see Note 13).

5) In 2020 and 2019, borrowing costs that were capitalized as part of Real Estate Inventories and Investment Properties totalled to P1.1 billion and
P820.5 million, respectively (see Notes 7, 13 and 15).

See Notes to Consolidated Financial Statements.

CEBU LANDMASTERS, INC. AND SUBSIDIARIES

(A Subsidiary of A B Soberano Holdings Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2020, 2019 AND 2018

(Amounts in Philippine Pesos)

1. CORPORATE INFORMATION

1.1 General

Cebu Landmasters, Inc. (the Parent Company or CLI) was incorporated in the

Philippines and registered with the Securities and Exchange Commission (SEC) on

September 26, 2003. CLI is presently engaged in real estate-related activities which

include real estate development, sales, leasing and property management. Its real estate

portfolios include residential condominium units, subdivision house and lots, and

townhouses as well as office projects, retail spaces and hotels.

In 2016, A B Soberano Holdings Corp. (ABS), formerly A B Soberano International

Corporation, one of CLI’s stockholders, assumed control of CLI by acquiring

additional 400,000,000 shares of CLI and became the parent company of CLI.

On January 6, 2017, the Board of Directors (BOD) approved CLI’s application for the

registration of 1,714,000,000 of its common shares with the SEC and application for

the listing thereof in the Philippine Stock Exchange (PSE). The BOD’s approval also

covered the planned initial public offering (IPO) of 430,000,000 unissued common

shares of CLI. CLI’s shares were listed in the PSE on June 2, 2017 (see also Note 26).

ABS is a holding company, which is incorporated and domiciled in the Philippines. The

registered office and principal place of business of ABS is located at 2nd Street

Villa San Lorenzo, Quijada Street, Barangay Guadalupe, Cebu City.

The registered office address of CLI, which is also its principal place of business, is

located at 10th Floor, Park Centrale Tower, Jose Ma. Del Mar St., B2 L3, Cebu I.T. Park,

Brgy. Apas, Cebu City, Philippines.

1.2 Subsidiaries and Associates

CLI holds ownership interests in the following subsidiaries and associates:

Effective Percentage

of Ownership

Entity Note 2020 2019

Subsidiaries

CLI Premier Hotels Int’l. Inc. (CPH) (a) 100 100

Cebu Landmasters Property Management, Inc. (CPM) (b) 100 100

A.S. Fortuna Property Ventures, Inc. (ASF) (c) 100 100

BL CBP Ventures, Inc. (BL Ventures) (d) 50 50

Yuson Excellence Soberano, Inc. (YES) (e) 50 50


Yuson Huang Excellence Soberano, Inc. (YHES) (f) 50 50

YHEST Realty and Development Corporation (YHEST) (g) 50 50

Forward

-2-

Effective Percentage

of Ownership

Entity Note 2020 2019

Subsidiaries

CCLI Premier Hotels, Inc. (CCLI) (h) 50 50

Cebu Homegrown Developers, Inc. (CHDI) (i) 50 50

YHES Premier Hotels Inc. (YHESPH) (j) 50 50

Cebu BL-Ramos Ventures Inc. (CBLRV) (k) 50 -

Mivesa Garden Residences, Inc. (MGR) (l) 45 45

El Camino Developers Cebu, Inc. (El Camino) (m) 35 35

Associates

ICOM Air Corporation (ICOM) (n) 33 -


Magspeak Nature Park, Inc. (Magspeak) (o) 25 25

Ming-mori Development Corporation (MDC) (p) 20 20

CLI and its subsidiaries (collectively referred as “the Group”), and associates are all

incorporated in the Philippines. The subsidiaries and associates, except CPM, CPH,

CCLI and YHESPH, are in the same line of business with CLI. A brief description of

these entities follows:

(a) CPH was incorporated in 2016 as a wholly owned subsidiary of the CLI. CPH is

engaged in the real estate and hotel management business which started commercial

operations on September 14, 2019. The principal place of business of CPH is

located in Cebu City.

(b) CPM was incorporated in 2017 as a wholly owned subsidiary of the CLI. CPM is

engaged in the management of condominium corporations and housing

associations affiliated with CLI. CPM has started commercial operations on

September 1, 2017. The principal place of business of CPH is located in Cebu City.

(c) ASF was incorporated in 2017 as a joint venture where CLI initially held 40%

ownership interest. CLI acquired all the ownership interest of its business partners

at the end of 2017 which made ASF its wholly owned subsidiary. The principal

place of business of ASF is located in Cebu City.

(d) BL Ventures was formed by CLI and Borromeo Bros. Estate, Inc. (BBEI) to

construct and operate Latitude Corporate Center. The principal place of business

of BL Ventures is located at Cebu City.

(e) YES was formed by CLI and Yuson Comm. Investments, Inc. to construct and

operate Messatiera Garden Residences in Davao. The principal place of business of

YES is located in Davao City.

(f) YHES was incorporated in 2017 as an undertaking among CLI, Yuson Strategic

Holdings, Inc., and Davao Filandia Realty Corp. for the development of

mixed-used real estate project, the Paragon Davao. The principal place of business

of YHES is located in Davao City.

(g) YHEST was incorporated in 2018 as an undertaking among CLI and five

corporations for the development of a central business district located at Matina,

Davao. The principal place of business of YHEST is located in Davao City.

-3-

(h) CCLI was incorporated in 2018 as an undertaking between CLI and Capitaine, Inc.

for the development of Citadines hotel in Bacolod City. The principal place of

business of CCLI is located in Bacolod City. As at December 31, 2019, CCLI has

yet to start commercial operations.

(i) CHDI is an undertaking between CLI and Aboitiz Land, Inc. that will engage in the

development of a high-rise mixed-use condominium complex in Mandaue City,

Cebu. CHDI was incorporated on December 5, 2019 and its principal place of

business is located in Cebu City.

(j) YHESPH was incorporated on October 28, 2019 as a wholly owned subsidiary of

YHES that will engage in hotel business. Its ultimate parent is CLI which owns

50% of YHES. As at December 31, 2020, YHESPH has yet to start commercial

operations.

(k) CBLRV, a new subsidiary in 2020, was incorporated on February 21, 2020 as an

undertaking between CLI and BBEI and is engaged in the development of a mixed-

use condominium tower in Cebu City. Its principal place of business also is located

in Cebu City.

(l) MGR was incorporated in 2017 as an undertaking by CLI and three corporations

for the construction of buildings 6 and 7 of the Mivesa Garden Residences

condominium. The principal place of business of MGR is located in Cebu City.

(m) El Camino was incorporated in 2016 as an undertaking between CLI and four other

corporations for the development of 38 Park Avenue condominium project in Cebu

City. The principal place of business of El Camino is located in Cebu City.

(n) ICOM, a new associate in 2020, was incorporated on December 7, 2020 as an

undertaking of CLI and various individual stockholders and corporations to import

aircraft(s) and to operate a transportation business in the Philippines. ICOM’s

principal place of business is located in Iloilo City.

(o) Magspeak was incorporated in 2011 as an undertaking among CLI and four other

corporations for the development of a mountain resort to be located in Balamban,

Cebu. The principal place of business of Magspeak is located in Cebu City.

(p) MDC was incorporated in 2013 as an undertaking between CLI and four other

entities for the development of an economic business district. The principal place

of business of MDC is located in Cebu City.

On June 16, 2020, CLI acquired 50% ownership in GGTT Realty Corporation (GGTT)

to obtain a controlling interest in the company. However, the transaction is accounted

for by the Group as an asset acquisition since the transaction does not constitute an

acquisition of a business (see Notes 2.4, 3 and 7). GGTT, which, like CLI and other

subsidiaries, is also engaged in real estate business, was incorporated on March 26, 2003

with principal place of business located in Iloilo City.

-4-

1.3 Approval of Issuance of Consolidated Financial Statements

The consolidated financial statements of the Group as at and for the year ended

December 31, 2020 (including the comparative consolidated financial statements for

the years ended December 31, 2019 and 2018, were authorized for issue by the BOD

on March 24, 2021.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies that have been used in the preparation of these

consolidated financial statements are summarized below. These policies have been

consistently applied to all the years presented, unless otherwise stated.

2.1 Basis of Preparation of Consolidated Financial Statements

(a) Statement of Compliance with Philippine Financial Reporting Standards

The consolidated financial statements of the Group have been prepared in

accordance with Philippine Financial Reporting Standards (PFRS), which include

the availment of the financial reporting reliefs issued and approved by the SEC, as

discussed in Note 2.2 (d). PFRS are adopted by the Financial Reporting Standards

Council (FRSC) from the pronouncements issued by the International Accounting

Standards Board, and approved by the Philippine Board of Accountancy (BOA).

The consolidated financial statements have been prepared using the measurement

bases specified by PFRS for each type of asset, liability, income and expense. The

measurement bases are more fully described in the accounting policies that follow.

(b) Presentation of Consolidated Financial Statements

The consolidated financial statements are presented in accordance with Philippine

Accounting Standard (PAS) 1, Presentation of Financial Statements. The Group presents

consolidated statement of comprehensive income separate from the consolidated

statement of profit or loss.

The Group presents a third consolidated statement of financial position as at the

beginning of the preceding period when it applies an accounting policy

retrospectively, or makes a retrospective restatement or reclassification of items that

has a material effect on the information in the consolidated statement of financial

position at the beginning of the preceding period.

(c) Functional and Presentation Currency

These consolidated financial statements are presented in Philippine pesos, the

Group’s functional and presentation currency, and all values represent absolute

amounts except when otherwise indicated.

Items included in the consolidated financial statements of the Group are measured

using its functional currency. Functional currency is the currency of the primary

economic environment in which the Group operates.

-5-

2.2 Adoption of New and Amended PFRS

(a) Effective in 2020 that are Relevant to the Group

The Group adopted for the first time the following PFRS, amendments,

interpretations and annual improvements to PFRS, which are mandatorily

effective for annual periods beginning on or after January 1, 2020:

Conceptual Framework : Revised Conceptual Framework for

Financial Reporting

PAS 1 and PAS 8

(Amendments) : Presentation of Financial Statements and

Accounting Policies, Changes in

Accounting Estimates and Errors –

Definition of Material

PFRS 3 (Amendments) : Business Combinations –

Definition of a Business

PFRS 7 and PFRS 9

(Amendments) : Financial Instruments: Disclosures and

Financial Instruments – Interest Rate

Benchmark Reform Operation

PFRS 16 (Amendments) : Leases – COVID-19-Related Rent

Concessions

Discussed below are the relevant information about these new standard,

amendments, interpretations and annual improvements.

(i) Revised Conceptual Framework for Financial Reporting. The revised conceptual

framework will be used in standard-setting decisions with immediate effect.

Key changes include (a) increasing the prominence of stewardship in the

objective of financial reporting, (b) reinstating prudence as a component of

neutrality, (c) defining a reporting entity, which may be a legal entity, or a

portion of an entity, (d) revising the definitions of an asset and a liability,

(e) removing the probability threshold for recognition and adding guidance

on derecognition, (f) adding guidance on different measurement basis, and,

(g) stating that profit or loss is the primary performance indicator and that,

in principle, income and expenses in other comprehensive income should

be recycled where this enhances the relevance or faithful representation of

the financial statements. The application of the revised conceptual

framework had no significant impact on the Group’s financial statements as

these amendments merely clarify existing requirements.

(ii) PAS 1 (Amendments), Presentation of Financial Statements, and PAS 8

(Amendments), Accounting Policies, Changes in Accounting Estimates and Errors –

Definition of Material (effective from January 1, 2020). The amendments

provide a clearer definition of ‘material’ in PAS 1 by including the concept

of ‘obscuring’ material information with immaterial information as part of

the new definition, and clarifying the assessment threshold (i.e.,

misstatement of information is material if it could reasonably be expected

to influence decisions made by primary users, which consider the

characteristic of those users as well as the entity’s own circumstances).

-6-

The definition of material in PAS 8 has been accordingly replaced by

reference to the new definition in PAS 1. In addition, amendment has also

been made in other standards that contain definition of material or refer to

the term ‘material’ to ensure consistency. The application of these

amendments had no significant impact on the Group’s financial statements

as these amendments merely expanded the definition of ‘material’ in existing

standards.

(iii) PFRS 3 (Amendments), Business Combinations – Definition of a Business. The

amended definition of a business requires an acquisition to include an input

and a substantive process that together significantly contribute to the ability

to create outputs. The definition of the term ‘outputs’ is amended to focus

on goods and services provided to customers, generating investment income

and other income, and it excludes returns in the form of lower costs and

other economic benefits. Also, the amendments will likely result in more

acquisitions being accounted for as asset acquisitions. The application of

these amendments had no significant impact on the Group’s financial

statements because there are no business combinations during the year.

(iv) PFRS 7 (Amendments), Financial Instruments: Disclosures, and PFRS 9

(Amendments), Financial Instruments – Interest Rate Benchmark Reform. The

amendments clarify that an entity would continue to apply certain hedge

accounting requirements assuming that the interest rate benchmark on

which the hedged cash flows and cash flows from the hedging instrument

are based will not be altered as a result of interest rate benchmark reform.

The application of these amendments had no significant impact on the

Group’s financial statements because there are no hedging transactions

during the year.

(v) PFRS 16 (Amendments), Leases – COVID-19-Related Rent Concessions. The

amendments permit lessees, as a practical expedient, not to assess whether

particular rent concessions occurring as a direct consequence of the

COVID-19 pandemic are lease modifications and instead to account for

those rent concessions as if they are not lease modifications. The application

of these amendments had no significant impact on the Group’s financial

statements because there are no rent concessions received during the year.

(b) Effective Subsequent to 2020 but not Adopted Early

There are amendments to existing standards effective for annual periods

subsequent to 2020, which are adopted by the FRSC. Management will adopt the

following relevant pronouncements in accordance with their transitional

provisions; and, unless otherwise stated, none of these are expected to have

significant impact on the Group’s consolidated financial statements:

(i) PFRS 3 (Amendments), Business Combination – Reference to the Conceptual

Framework (effective from January 1, 2022). The amendments update an

outdated reference to the Conceptual Framework in PFRS 3 without

significantly changing the requirements in the standard.

-7-

(ii) PAS 16 (Amendments), Property, Plant and Equipment – Proceeds Before Intended

Use (effective from January 1, 2022). The amendments prohibit deducting

from the cost of an item of property, plant and equipment any proceeds

from selling items produced while bringing that asset to the location and

condition necessary for it to be capable of operating in the manner intended

by management. Instead, an entity recognizes the proceeds from selling

such items, and the cost of producing those items, in profit or loss.

(iii) PAS 37 (Amendments), Provisions, Contingent Liabilities and Contingent Assets –

Onerous Contracts – Cost of Fulfilling a Contract (effective January 1, 2022). The

amendments specify that the ‘cost of fulfilling’ a contract comprises the

‘costs that relate directly to the contract.’ Costs that relate directly to a

contract can either be incremental costs of fulfilling that contract such as

direct labor and materials, or an allocation of other costs that relate directly

to fulfilling contracts such as the allocation of the depreciation charge for

an item of property, plant and equipment used in fulfilling the contract.

(iv) Annual Improvements to PFRS 2018-2020 Cycle. Among the

improvements, the following amendments, which are effective from

January 1, 2022, are relevant to the Group:

 PFRS 9 (Amendments), Financial Instruments – Fees in the ’10 per cent’ Test

for Derecognition of Liabilities. The improvements clarify the fees that a

company includes when assessing whether the terms of a new or

modified financial liability are substantially different from the terms of

the original financial liability.

 Illustrative Examples Accompanying PFRS 16, Leases – Lease Incentives.

The improvement merely removes potential for confusion regarding

lease incentives.

(v) PAS 1 (Amendments), Presentation of Financial Statements – Classification of

Liabilities as Current or Non-current (effective January 1, 2023). The

amendments aim to promote consistency in applying the requirements by

helping companies determine whether, in the statement of financial

position, debt and other liabilities with an uncertain settlement date should

be classified as current (due or potentially due to be settled within one year)

or non-current.

(vi) PFRS 10 (Amendments), Consolidated Financial Statements, and PAS 28

(Amendments), Investments in Associates and Joint Ventures – Sale or Contribution

of Assets Between an Investor and its Associates or Joint Venture (effective date

deferred indefinitely). The amendments to PFRS 10 require full recognition

in the investor’s financial statements of gains or losses arising on the sale or

contribution of assets that constitute a business as defined in PFRS 3

between an investor and its associate or joint venture. Accordingly, the

partial recognition of gains or losses (i.e., to the extent of the unrelated

investor’s interests in an associate or joint venture) only applies to those sale

of contribution of assets that do not constitute a business. Corresponding

amendments have been made to PAS 28 to reflect these changes. In

addition, PAS 28 has been amended to clarify that when determining

whether assets that are sold or contributed constitute a business, an entity

shall consider whether the sale or contribution of those assets is part of

multiple arrangements that should be accounted for as a single transaction.

-8-

(c) SEC Financial Reporting Reliefs Availed by the Group

The Group has availed of several financial reporting reliefs granted by the SEC

under Memorandum Circular (MC) No. 14-2018, Philippine Interpretation Committee

Question and Answer (PIC Q&A) No. 2018-12 Implementation Issues Affecting Real Estate

Industry, MC No. 3-2019, PIC Q&A Nos. 2018-12-H and 2018-14, and

MC No. 4-2020, Deferment of the Implementation of IFRS Interpretations Committee

(IFRIC) Agenda Decision on Over Time Transfer of Constructed Goods (PAS 23, Borrowing

Costs) for Real Estate Industry, relating to several implementation issues of PFRS 15,

Revenue from Contracts with Customers, affecting the real estate industry. These MCs

deferred the implementation of the relevant accounting pronouncements until

December 31, 2020.

In December 2020, the SEC issued MC No. 34-2020, Deferral of PIC Q&A No.

2018-12 and IFRIC Agenda Decision on Over Time Transfer of Constructed Goods (PAS 23)

for Real Estate Industry, providing another relief by further deferral of the

implementation until December 2023 of certain provisions of certain standards

which are covered by MC No. 14-2018 and MC No. 4-2020. Said relief is primarily

due to the effect of the COVID-19 pandemic on the real estate industry, which

requested such additional period of deferral.

Discussed below are the financial reporting reliefs availed of by the Group,

including the descriptions of the implementation issues and their qualitative impacts

to the financial statements. The Group has previously availed of the relief provided

by MC No. 14-2018 and MC No. 4-2020 and has opted to apply the provisions of

MC No. 34-2020 beginning January 1, 2021 until the end of the deferment period

as provided under the MC.

Relief Description and Implication Deferral period

IFRIC Decision The IFRIC concluded that any inventory Originally until

on Over Time (work-in-progress) for unsold units under December 31,

Transfer of construction that the entity recognizes is 2020 under MC

Constructed not a qualifying asset, as the asset is ready 4-2020; further

Goods (PAS 23) for its intended sale in its current deferred until

for Real Estate condition (i.e., the developer intends to December 31,

Industry sell the partially constructed units as soon 2023 under MC

as it finds suitable customers and, on 34-2020, which

signing a contract with a customer, will as indicated

transfer control of any above will be

work-in-progress relating to that unit to applied by the

the customer). Accordingly, no Group beginning

borrowing costs can be capitalized on January 1, 2021

such unsold real estate inventories.

Had the Group elected not to defer the

IFRIC Agenda Decision, it would have

the following impact in the financial

statements:

• interest expense would have been

higher;

• cost of real estate inventories would

have been lower;

• total comprehensive income would

have been lower;

-9-

Relief Description and Implication Deferral period

• retained earnings would have been

lower; and,

• the carrying amount of real estate

inventories would have been lower.

PIC Q&A No. PFRS 15 requires that in determining the Originally until

2018-12-D, transaction price, an entity shall adjust December 31,

Concept of the the promised amount of consideration 2020 under MC

significant financing for the effects of the time value of money 14-2018; further

component in the if the timing of payments agreed to by deferred until

contract to sell the parties to the contract (either December 31,

explicitly or implicitly) provides the 2023 under MC

customer or the entity with a significant No. 34-2020,

benefit of financing the transfer of goods which as

or services to the customer. In those indicated above

circumstances, the contract contains a will be applied by

significant financing component. the Group

beginning

Had the Group elected not to defer this January 1, 2021

provision of the standard, there would

have been a significant financing

component when there is a difference

between the percentage of completion

(POC) of the real estate project and the

right to the consideration based on the

payment schedule stated in the contract.

The Group would have recognized an

interest income when the POC of the

real estate project is greater than the right

to the consideration and interest expense

when lesser. Both interest income and

expense will be calculated using the

effective interest rate method. This will

have a retrospective effect the retained

earnings, real estate sales, and profit or

loss in 2020, 2019 and 2018.

PIC Q&A No. Uninstalled materials delivered on-site Until December

2018-12-E, such as steels and rebars, elevators and 31, 2020 under

Treatment of land escalators, which are yet to be installed or MC 14-2018 in

and uninstalled attached to the main structure are relation to the

materials in the excluded in the assessment of progress. exclusion of

determination of Land on which the real estate Uninstalled

POC development will be constructed shall materials

also be excluded in the assessment of delivered on-site

POC. in the assessment

of progress
Exclusion of land in the determination of

POC was adopted by the Group starting

January 1, 2018.

- 10 -

Relief Description and Implication Deferral period

Had the Group elected not to defer this

provision of the standard in respect of

uninstalled materials, the following

impact on the financial statements would

have been observed:

• real estate sales and cost of real

estate sales would have been lower;

• total comprehensive income would

have been lower; and,

• retained earnings would have been

lower.

SEC MC No. 34-2020 provides that, once the extension of the deferral is adopted

and applied for financial reporting purposes, are not considered in accordance with

PFRS and that real estate companies availing of the relief shall specify in the “Basis

of Preparation of the Financial Statements” section of the financial statements that the

financial statements is prepared in accordance with PFRS, as modified by the

application of the financial reporting reliefs issued and approved by the SEC in

response to the COVID-19 pandemic, which is considered as a compliance

framework.

Accordingly, once the Group has adopted and applied the provisions of SEC MC

No. 34-2020, its financial reporting framework will transition from PFRS to the

aforementioned compliance framework. SEC MC No. 34-2020 also provided the

required disclosures in the notes to the financial statements should an entity decide

to avail of the relief which include the following:

 the accounting policies applied;

 a discussion of the deferral of the subject implementation issues in the PIC

Q&A;

 a qualitative discussion of the impact on the financial statements had the

concerned application guidelines in the PIC Q&A been adopted; and,

 the corresponding required quantitative disclosures should any of the deferral

options result into a change in accounting policy.

(d) PIC Q&As Relevant to the Real Estate Industry

In 2020, the PIC has issued four PIC Q&As which are relevant to the real estate

industry.

 PIC Q&A No. 2020-02, Conclusion on PIC Q&A No. 2018-12-E: On the

Treatment of Materials Delivered on Site but not yet Installed in Measuring the Progress of

the Performance Obligation

- 11 -

In recognizing revenue using a cost-based input method, the cost incurred for

customized materials not yet installed are to be included in the measurement

of progress to properly capture the efforts expended by the Group in

completing its performance obligation. In the case of uninstalled materials that

are not customized, since the Group is not involved in their design and

manufacture, revenue should only be recognized upon installation or use in

construction. The adoption of this PIC Q&A will be consistent with PIC

Q&A 2018-12-E as discussed in Note 2.2(c).

 PIC Q&A No. 2020-03, Conclusion on PIC Q&A No. 2018-12-D: On the

Accounting Treatment for the Difference when the POC is Ahead of the Buyer’s Payment

The difference when the POC is ahead of the buyer’s payment can be

accounted for either as a contract asset or receivable. The PIC has concluded

that both views are acceptable as long as this is consistently applied in

transactions of the same nature. The Group intends to continue its current

treatment of accounting for the difference when the POC is ahead of the

buyer’s payment as a contract asset.

 PIC Q&A No. 2020-04, Addendum to PIC Q&A 2018-12-D: Significant Financing

Component Arising from Mismatch between the Percentage of Completion and Schedule of

Payments

There is no significant financing component if the difference between the

promised consideration and the cash selling price of the good or service arises

for reasons other than the provision of finance to either the customer or the

entity, and the difference between those amounts is proportional to the reason

for the difference. Further, the Group do not need to adjust the promised

amount of consideration for the effects of a significant financing component

if the entity expects, at contract inception that the timing difference of the

receipt of full payment of the contract price and that of the completion of the

project, are expected within one year and significant financing component is

not expected to be significant. The adoption of this PIC Q&A will be

consistent with PIC Q&A 2018-12-D.

 PIC Q&A No. 2020-05, Accounting for Cancellation of Real Estate Sales

(PIC Q&A No. 2020-05 will supersede PIC Q&A No. 2018-14)

There are three acceptable approaches in accounting for sales cancellation and

repossession of the property as follows:

 repossessed property is recognized at fair value less cost to repossess;

 repossessed property is recognized at fair value plus repossession cost; or,

 cancellation is accounted for as a modification of the contract.

The Group accounts for cancellation of sales contract as modification of

contract, hence, the adoption of this PIC Q&A will not have significant

impact in the financial statements of the Group.

- 12 -

2.3 Basis of Consolidation

The Group’s consolidated financial statements comprise the accounts of the Parent

Company, and its subsidiaries, after the elimination of material intercompany

transactions. All intercompany assets and liabilities, equity, income, expenses and cash

flows relating to transactions between entities under the Group are eliminated in full

on consolidation. Unrealized profits and losses from intercompany transactions that

are recognized in assets are also eliminated in full. Intercompany losses that indicate

impairment are recognized in the consolidated financial statements.

The financial statements of subsidiaries are prepared for the same reporting period as

the Parent Company, using consistent accounting principles.

The Parent Company accounts for its investments in subsidiaries and associates and

non-controlling interests as shown below.

(a) Investments in Subsidiaries

Subsidiaries are entities (including structured entities) over which the Parent

Company has control. The Parent Company controls an entity when it is exposed,

or has rights to, variable returns from its involvement with the entity and has the

ability to affect those returns through its power over the entity. Subsidiaries are

consolidated from the date the Parent Company obtains control. The Parent

Company reassesses whether or not it controls an entity if facts and circumstances

indicate that there are changes to one or more of the three elements of controls

indicated above. Accordingly, entities are deconsolidated from the date that control

ceases.

The acquisition method is applied to account for acquired subsidiaries. This requires

recognizing and measuring the identifiable assets acquired, the liabilities assumed

and any non-controlling interest in the acquiree. The consideration transferred for

the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities

incurred to the former owners of the acquiree and the equity interests issued by the

Group, if any. The consideration transferred also includes the fair value of any asset

or liability resulting from a contingent consideration arrangement. Acquisition-

related costs are expensed as incurred and subsequent change in the fair value of

contingent consideration is recognized directly in profit or loss.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a

business combination are measured initially at their fair values at the acquisition

date. On an acquisition-by-acquisition basis, the Group recognizes any

non-controlling interest in the acquiree, either at fair value or at the non-controlling

interest’s proportionate share of the recognized amounts of acquiree’s identifiable

net assets.

The excess of the consideration transferred, the amount of any non-controlling

interest in the acquiree and the acquisition-date fair value of any existing equity

interest in the acquiree over the acquisition-date fair value of identifiable net assets

acquired is recognized as goodwill. If the consideration transferred is less than the

fair value of the net assets of the subsidiary acquired in the case of a bargain

purchase, the difference is recognized directly as gain in profit or loss.

- 13 -

(b) Investments in Associates

Associates are those entities over which the Parent Company is able to exert

significant influence but which are neither subsidiaries nor interests in a joint

venture. Investments in associates are initially recognized at cost and subsequently

accounted for using the equity method.

Acquired investment in associate is subject to the purchase method. The purchase

method involves the recognition of the acquiree’s identifiable assets and liabilities,

including contingent liabilities, regardless of whether they were recorded in the

consolidated financial statements prior to acquisition. Goodwill represents the

excess of acquisition cost over the fair value of the Parent Company’s share of the

identifiable net assets of the acquiree at the date of acquisition. Any goodwill or fair

value adjustment attributable to the Parent Company’s share in the associate is

included in the amount recognized as investment in an associate.

All subsequent changes to the ownership interest in the equity of the associates are

recognized in the Parent Company’s carrying amount of the investments. Changes

resulting from the profit or loss generated by the associates are credited or charged

against the share in net loss of associates in the consolidated statement of profit or

loss.

Impairment loss is provided when there is objective evidence that the investment

in an associate will not be recovered.

Changes resulting from other comprehensive income of the associate or items

recognized directly in the associate’s equity are recognized in other comprehensive

income or equity of the Parent Company, as applicable. However, when the Parent

Company’s share of losses in an associate equals or exceeds its interest in the

associate, including any other unsecured receivables, the Parent Company does not

recognize further losses, unless it has incurred obligations or made payments on

behalf of the associate. If the associate subsequently reports profits, the investor

resumes recognizing its share of those profits only after its share of the profits

exceeds the accumulated share of losses that has previously not been recognized.

Distributions received from the associates are accounted for as a reduction of the

carrying value of the investment.

(c) Transactions with Non-controlling Interests

The Group’s transactions with non-controlling interests that do not result in loss

of control are accounted for as equity transactions–that is, as transaction with the

owners of the Group in their capacity as owners. The difference between the fair

value of any consideration paid and the relevant share acquired of the carrying value

of the net assets of the subsidiary is recognized in equity. Disposals of equity

investments to non-controlling interests result in gains and losses for the Group

that are also recognized in equity.

- 14 -

When the Group ceases to have control over a subsidiary, any retained interest in

the entity is remeasured to its fair value at the date when control is lost, with the

change in carrying amount recognized in profit or loss. The fair value is the initial

carrying amount for the purposes of subsequently accounting for the retained

interest as an associate or financial asset. In addition, any amounts previously

recognized in other comprehensive income in respect of that entity are accounted

for as if the Group had directly disposed of the related assets or liabilities. This may

mean that amounts previously recognized in other comprehensive income are

reclassified to profit or loss.

2.4 Business Combination

Business acquisitions are accounted for using the acquisition method of accounting.

Goodwill represents the excess of the cost of an acquisition over the fair value of the

Group’s share of the net identifiable assets of the acquired subsidiary at the date of

acquisition. Subsequent to initial recognition, goodwill is measured at cost less any

accumulated impairment losses. Goodwill is tested annually for impairment and carried

at cost less accumulated impairment losses. Impairment losses on goodwill are not

reversed.

Negative goodwill which is the excess of the Group’s interest in the net fair value of

net identifiable assets acquired over acquisition cost is charged directly to income. For

the purpose of impairment testing, goodwill is allocated to cash-generating units or

groups of cash-generating units that are expected to benefit from the business

combination in which the goodwill arose. The cash-generating units or groups of

cash-generating units are identified according to operating segment. Gains and losses

on the disposal of an interest in a subsidiary include the carrying amount of goodwill

relating to it.

If the business combination is achieved in stages, the acquirer is required to remeasure

its previously held equity interest in the acquiree at its acquisition-date fair value and

recognize the resulting gain or loss, if any, in the profit or loss or other comprehensive

income, as appropriate.

Any contingent consideration to be transferred by the Group is recognized at fair value

at the acquisition date. Subsequent changes to the fair value of the contingent

consideration that is deemed to be an asset or liability is recognized in accordance with

PAS 37, Provisions, Contingent Liabilities and Contingent Assets, either in profit or loss, or as

a charge to other comprehensive income. Contingent consideration that is classified as

equity is not remeasured, and its subsequent settlement is accounted for within equity.

Acquisition of interest in an entity which does not constitute a business is accounted

for as an asset acquisition. A business is an integrated set of activities and assets that is

capable of being conducted and managed for the purpose of providing goods or

services to customers, generating investment income (such as dividends or interest) or

generating other income from ordinary activities. In order to meet the definition of a

business, the acquired set of activities and assets must have inputs and substantive

processes that can collectively significantly contribute to the creation of outputs. A

business usually consists of the three elements as follows:

(a) inputs, which is an economic resource that creates outputs or can contribute to the

creation of outputs when processes are applied to it;

- 15 -

(b) processes, which a system, standard, protocol, convention or rule that when applied

to an input, creates outputs or can contribute to the creation of outputs; and,

(c) outputs, which are the result of inputs and processes applied to those inputs that

provide goods or services to customers, generate investment income (such as

dividends or interest) or generate other income from ordinary activities.

Under the asset purchased accounting, the purchase costs are allocated to identifiable

assets and liabilities based on relative fair values of individual items; goodwill or gain

on bargain purchase is not recognized; and, transaction costs are capitalized.

2.5 Financial Instruments

Financial assets and financial liabilities are recognized when the Group becomes a party

to the contractual terms of the financial instrument.

(a) Financial assets

For purposes of classifying financial assets, an instrument is considered as an

equity instrument if it is non-derivative and meets the definition of equity for the

issuer in accordance with the criteria of PAS 32, Financial Instruments: Presentation.

All other non-derivative financial instruments are treated as debt instruments.

(i) Classification, Measurement and Reclassification of Financial Assets

The classification and measurement of financial assets is driven by the

entity’s business model for managing the financial assets and the contractual

cash flow characteristics of the financial assets. Currently, the Group’s

financial assets are all categorized as financial assets at amortized cost.

Financial assets are measured at amortized cost if both of the following

conditions are met:

 the asset is held within the Group’s business model whose objective is to

hold financial assets in order to collect contractual cash flows (“hold to

collect”); and,

 the contractual terms of the instrument give rise, on specified dates, to

cash flows that are SPPI on the principal amount outstanding.

Except for trade receivables that do not contain a significant financing

component and are measured at the transaction price in accordance with

PFRS 15, all financial assets meeting these criteria are measured initially at

fair value plus transaction costs. These are subsequently measured at

amortized cost using the effective interest method, less any impairment in

value.

The Group’s financial assets at amortized cost are presented in the

consolidated statement of financial position as Cash and Cash Equivalents,

Receivables (excluding Advances to officers and employees), Due from

Related Parties and Other Non-current Assets in respect of the refundable

deposits included therein.

- 16 -

Financial assets measured at amortized cost are included in current assets,

except for those with maturities greater than 12 months after the end of

reporting period, which are classified as non-current assets.

For purposes of cash flows reporting and presentation, cash and cash

equivalents comprise accounts with original maturities of three months or

less, including cash. These generally include cash on hand, demand deposits

and short-term, highly liquid investments readily convertible to known

amounts of cash and which are subject to insignificant risk of changes in

value.

Interest income is calculated by applying the effective interest rate to the

gross carrying amount of the financial assets except for those that are

subsequently identified as credit-impaired. For credit-impaired financial

assets at amortized cost, the effective interest rate is applied to the net

carrying amount of the financial assets (after deduction of the loss

allowance). The interest earned is recognized in the statement of profit or

loss as part of Finance Income.

(ii) Impairment of Financial Assets

The Group assesses and recognizes an allowance for expected credit losses

(ECL) on its financial assets measured at amortized cost. The measurement

of the ECL involves consideration of broader range of information in

assessing credit risk, including past events (e.g., historical credit loss

experience) and current conditions, adjusted for forward-looking factors

specific to the counterparty or debtor and the economic environment that

affect the collectability of the future cash flows of the financial assets.

ECL is determined by a probability-weighted estimate of credit losses over

the expected life of the financial assets.

The amount of allowance for ECL is updated at the end of each reporting

period to reflect the changes in credit risk of the financial asset since initial

recognition. In assessing the credit quality of a financial asset, the Group

assesses whether there has been a significant increase in credit risk for

financial asset since initial recognition by comparing the risk of default

occurring over the expected life of the financial asset between the reporting

date and the date of the initial recognition. In determining whether the

financial asset is in default, which is aligned with the definition of credit-

impaired, the Group considers both quantitative and qualitative criteria as

further discussed in Note 30.2(b).

The amount of allowance for ECL is based on the difference between the

contractual cash flows due in accordance with the contract and all the cash

flows that the Group expects to receive, discounted at an approximation of

the original effective interest rate. The expected cash flows include cash

flows from the sale of any collateral held or other credit enhancements that

are integral to the contractual terms.

- 17 -

The Group assesses impairment of receivables and contract assets on a

collective basis based on shared credit risk characteristics of financial assets.

The Group determines the ECL for receivables and contract assets by

applying a method that evaluates the credit quality of a portfolio of

receivables and contract assets and the cumulative loss rates by analyzing

historical net charge-offs arising from cancellations and back-out sale for

homogenous accounts that share the same origination period.

For other credit exposures such as due from related parties and refundable

deposit, ECLs are recognized in two stages. If the credit risk on a financial

asset has not increased significantly since initial recognition, the Group

measures and provides for credit losses that are expected to result from

default events that are possible within the next 12-months (12-month ECL).

When there has been a significant increase in credit risk on a financial asset

since initial recognition, a loss allowance is required for credit losses expected

over the remaining life of the exposure, irrespective of the timing of the

default (lifetime ECL). For deposits in cash and cash equivalents, the Group

applies the low credit risk simplification and measures the ECL on the

financial assets based on a 12-month basis unless there has been a significant

increase in credit risk since origination, in that case, the loss allowance will

be based on the lifetime ECL.

The key elements used in the calculation of ECL are as follows:

 Probability of Default – it is an estimate of likelihood of a counterparty

defaulting at its financial obligation over a given time horizon, either over

the next 12 months or the remaining lifetime of the obligation.

 Loss Given Default – it is an estimate of loss related to the amount that may

not be recovered after the default occurs. It is based on the difference

between the contractual cash flows due in accordance with the terms of

the instrument and all the cash flows that the Group expects to receive.

For receivables and contract assets, this include cash flows from resale of

repossessed real estate properties, net of direct costs of obtaining and

selling the properties such as commission, refurbishment, and refund

payment under Republic Act (RA) 6552, Realty Installment Buyer Protection

Act or Maceda law.

 Exposure at Default – It represents the gross carrying amount of the

financial instruments in the event of default which pertains to its

amortized cost.

The Group recognizes an impairment loss in profit or loss for all financial

instruments subjected to impairment assessment with a corresponding

adjustment to their carrying amount through a loss allowance account.

- 18 -

(iii) Derecognition of Financial Assets

The financial assets (or where applicable, a part of a financial asset or part of

a group of financial assets) are derecognized when the contractual rights to

receive cash flows from the financial instruments expire, or when the

financial assets and all substantial risks and rewards of ownership have been

transferred to another party. If the Group neither transfers nor retains

substantially all the risks and rewards of ownership and continues to control

the transferred asset, the Group recognizes its retained interest in the asset

and an associated liability for amounts it may have to pay. If the Group

retains substantially all the risks and rewards of ownership of a transferred

financial asset, the Group continues to recognize the financial asset and also

recognizes a collateralized borrowing for the proceeds received.

(b) Financial liabilities

Financial liabilities, which include interest-bearing loans and borrowings and

trade and other payables [except government-related obligations, advance rental

and output value-added tax (VAT)], are recognized initially at their fair values and

subsequently measured at amortized cost, using effective interest method for

maturities beyond one year, less settlement payments.

Financial liabilities are recognized when the Group becomes a party to the

contractual terms of the instrument.

Interest-bearing loans are raised for support of long-term funding of operations.

Finance charges, including premiums payable on settlement or redemption and

direct issue costs, are charged to profit or loss, except for capitalized borrowing

cost, on an accrual basis using the effective interest method and are added to the

carrying amount of the instrument to the extent that these are not settled in the

period in which they arise.

Dividend distributions to shareholders, if any, are recognized as financial

liabilities when the dividends are approved by the BOD.

Financial liabilities are classified as current liabilities if payment is due to be settled

within one year or less after the end of the reporting period (or in the normal

operating cycle of the business, if longer), or the Group does not have an

unconditional right to defer settlement of the liability for at least twelve months

after the end of the reporting period. Otherwise, these are presented as non-

current liabilities.

All interest-related charges are recognized as expense in profit or loss under the

caption Finance and Other Charges account in the statement of comprehensive

income.

Financial liabilities are derecognized from the statement of financial position only

when the obligations are extinguished either through discharge, cancellation or

expiration. The difference between the carrying amount of the financial liability

derecognized and the consideration paid or payable is recognized in profit or loss.

- 19 -

(c) Offsetting Financial Instruments

Financial assets and financial liabilities are offset and the resulting net amount,

considered as a single financial asset or financial liability, is reported in the

statement of financial position when the Group currently has legally enforceable

right to set-off the recognized amounts and there is an intention to settle on a net

basis, or realize the asset and settle the liability simultaneously. The right of set-

off must be available at the end of the reporting period, that is, it is not contingent

on future event. It must also be enforceable in the normal course of business, in

the event of default, and in the event of insolvency or bankruptcy; and must be

legally enforceable for both entity and all counterparties to the financial

instruments.

2.6 Real Estate Inventories

Cost of real estate inventories includes acquisition costs of raw land intended for future

development, including other costs and expenses incurred to effect the transfer of the

property to the Group; related property development costs; and borrowing costs on

certain loans incurred during the development of the real estate properties are also

capitalized by the Group (see Note 2.14). All costs relating to the real estate property

sold are recognized as expense as the work to which they relate is performed.

Costs of real estate inventories are assigned using specific identification of their

individual costs. These properties and projects are valued at the lower of cost and net

realizable value. Net realizable value is the estimated selling price in the ordinary course

of business, less estimated costs to complete and the estimated costs necessary to make

the sale.

The Company recognizes the effect of revisions in the total project cost estimates in

the year in which these changes become known. Any impairment loss from a real estate

project is charged to operations during the period in which the loss is determined.

Repossessed property arising from sales cancellation is recognized at cost. The

difference between the carrying amount of the receivable or Contract Asset to be

derecognized and the cost of the repossessed property is recognized in the statement

of comprehensive income

2.7 Deposits on Land for Future Development

Deposits on land for future development pertain to advance cash payments made to

sellers of properties purchased by the Group but title over the properties have not yet

been transferred to the Group. Once sale is consummated, which is usually within 12

months from the date the deposit is made, such advance payments are applied to the

full amount of the contract price and debited to either Real Estate Inventory or

Investment Property account depending on the intended use of the property acquired.

The Group present deposit on land for future development that are intended for real

estate inventories under current assets while those that are intended for investment

properties as non-current assets in the consolidated statement of financial position.

- 20 -

2.8 Prepayments and Other Assets

Prepayments and other assets pertain to other resources controlled by the Group as a

result of past events. They are recognized in the consolidated financial statements when

it is probable that the future economic benefits will flow to the Group and the asset has

a cost or value that can be measured reliably.

Other recognized assets of similar nature, where future economic benefits are expected

to flow to the Group beyond one year after the end of the reporting period are classified

as part of non-current assets.

2.9 Property and Equipment

Property and equipment are carried at acquisition or construction cost less subsequent

depreciation, amortization and any impairment losses. As no finite useful life for land

can be determined, related carrying amounts are not depreciated.

The cost of an asset comprises its purchase price and directly attributable costs of

bringing the asset to working condition for its intended use. Expenditures for additions,

major improvements and renewals are capitalized while expenditures for repairs and

maintenance are charged to expense as incurred. Cost also includes capitalized

borrowing costs (see Note 2.14).

Depreciation is computed on the straight-line basis over the estimated useful lives of

the assets as follows:

Buildings 20 years

Transportation equipment 5 years

Office equipment 3-5 years

Furniture and fixtures 2-5 years

Leasehold improvements are amortized over the useful life of the improvements of

10 years or the lease term, whichever is shorter.

Construction-in-progress is not depreciated until the completion of the constructed

asset.

Fully depreciated and amortized assets are retained in the accounts until they are no

longer in use and no further charge for depreciation and depreciation is made in respect

of those assets.

An asset’s carrying amount is written down immediately to its recoverable amount if

the asset’s carrying amount is greater than its estimated recoverable amount

(see Note 2.16).

The residual values, estimated useful lives, and method of depreciation and

amortization of property and equipment are reviewed, and adjusted if appropriate, at

the end of each reporting period.

An item of property and equipment, including the related accumulated depreciation and

amortization, and impairment losses, if any, is derecognized upon disposal or when no

future economic benefits are expected to arise from the continued use of the asset. Any

gain or loss arising on derecognition of the asset (calculated as the difference between

the net disposal proceeds and the carrying amount of the item) is included in profit or

loss in the year the item is derecognized.

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2.10 Investment Properties

Investment properties are completed and under construction or development

properties that are held to earn rental income, but not for sale in the ordinary course of

business, use in the production or supply of goods or services or for administrative

purposes. Cost of the asset includes cost of construction and capitalized borrowing

costs (see Note 2.14).

Investment properties are carried at cost, net of accumulated depreciation, except for

land which is not subjected to depreciation, and any impairment in value. Depreciation

of investment properties that are subject to depreciation is computed using the

straight-line method over the estimated useful lives of the assets of 20 to 50 years.

Construction in progress represents properties under construction and is stated at cost.

This includes costs of construction, applicable borrowing costs (see Note 2.14) and

other direct costs. The account is not depreciated until such time that the assets are

completed and available for use.

Transfers are made to investment properties when, and only when, there is a change in

use evidenced by ending of owner occupation, commencement of an operating lease to

another party or ending of construction or development. Transfers are made from

investment properties when, and only when, there is a change in use evidenced by

commencement of owner occupation or commencement of development with a view

to sale. In isolation, a change in management’s intentions for the use of a property does

not provide evidence of a change in use.

An asset’s carrying amount is written down immediately to its recoverable amount if

the asset’s carrying amount is greater than its recoverable amount (Note 2.16).

Investment properties are derecognized upon disposal or when permanently withdrawn

from use and no future economic benefit is expected from their disposal.

2.11 Offsetting Financial Instruments

Financial assets and financial liabilities are offset and the resulting net amount,

considered as a single financial asset or financial liability, is reported in the consolidated

statement of financial position when the Group currently has a legally enforceable right

to set off the recognized amounts and there is an intention to settle on a net basis, or

realize the asset and settle the liability simultaneously. The right of set-off must be

available at the end of the reporting period, that is, it is not contingent on future event.

It must also be enforceable in the normal course of business, in the event of default,

and in the event of insolvency or bankruptcy; and must be legally enforceable for both

entity and all counterparties to the financial instruments.

2.12 Provisions and Contingencies

Provisions are recognized when present obligations will probably lead to an outflow of

economic resources and they can be estimated reliably even if the timing or amount of

the outflow may still be uncertain. A present obligation arises from the presence of a

legal or constructive obligation that has resulted from past events.

Provisions are measured at the estimated expenditure required to settle the present

obligation, based on the most reliable evidence available at the end of the reporting

period, including the risks and uncertainties associated with the present obligation.

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Where there are a number of similar obligations, the likelihood that an outflow will be

required in settlement is determined by considering the class of obligations as a whole.

When time value of money is material, long-term provisions are discounted to their

present values using a pretax rate that reflects market assessments and the risks specific

to the obligation. The increase in the provision due to passage of time is recognized as

interest expense. Provisions are reviewed at the end of each reporting period and

adjusted to reflect the current best estimate.

In those cases where the possible outflow of economic resource as a result of present

obligations is considered improbable or remote, or the amount to be provided for

cannot be measured reliably, no liability is recognized in the consolidated financial

statements. Similarly, possible inflows of economic benefits to the Group that do not

yet meet the recognition criteria of an asset are considered contingent assets, hence, are

not recognized in the consolidated financial statements. On the other hand, any

reimbursement that the Group can be virtually certain to collect from a third party with

respect to the obligation is recognized as a separate asset not exceeding the amount of

the related provision.

2.13 Revenue and Expense Recognition

Revenue of the Group arises mainly from the sale of real estate units, lease of property,

rendering of management services and hotel operations. However, lease of property is

accounted for separately (see Note 2.15).

The Group follows the five-step process below to when it recognizes revenue.

(1) identifying the contract with a customer;

(2) identifying the performance obligation;

(3) determining the transaction price;

(4) allocating the transaction price to the performance obligations; and,

(5) recognizing revenue when/as performance obligations are satisfied.

A contract with a customer is identified when the following five gating criteria are

present:

(i) the parties to the contract have approved the contract either in writing or in

accordance with the customary business practices;

(ii) each party’s rights regarding the goods or services to be transferred or performed

can be identified;

(iii) the payment terms for the goods or services to be transferred or performed can be

identified;

(iv) the contract has commercial substance (i.e., the risk, timing or amount of the future

cash flows is expected to change as a result of the contract); and,

(v) collection of the consideration in exchange of the goods and services is probable.

Revenue is recognized only when (or as) the Group satisfies a performance obligation

by transferring control of the promised goods or services to a customer. The transfer

of control can occur over time or at a point in time.

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A performance obligation is satisfied at a point in time unless it meets one of the

following criteria, in which case it is satisfied over time:

(i) the customer simultaneously receives and consumes the benefits provided by the

Group’s performance as the Group performs;

(ii) the Group’s performance creates or enhances an asset that the customer controls

as the asset is created or enhanced; and,

(iii) the Group’s performance does not create an asset with an alternative use to the

Group and the entity has an enforceable right to payment for performance

completed to date.

The transaction price allocated to performance obligations satisfied at a point in time

is recognized as revenue when control of the goods or services transfers to the

customer. If the performance obligation is satisfied over time, the transaction price

allocated to that performance obligation is recognized as revenue as the performance

obligation is satisfied. The Company uses the practical expedient in PFRS 15 with

respect to non-disclosure of the aggregate amount of the transaction price allocated to

unsatisfied or partially satisfied performance obligations as of the end of the reporting

period and the explanation of when such amount will be recognized.

In addition, the following specific recognition criteria must also be met before revenue

is recognized [significant judgments in determining the timing of satisfaction of the

following performance obligations are disclosed in Note 3.1(c)]:

(a) Sale of real estate units – Revenue from the sale of real estate units are recognized as

the control transfers at either over time for units sold under pre-completed

contracts or at a point in time for ready for occupancy (RFO) units, provided that

the collectability of the contract price is reasonably assured. Invoicing for real estate

sales are based on the agreed amortization schedule by the Group and the buyer.

When the price gating criteria of the revenue recognition has not been met,

including assessment that collectability of the contract price is not yet assured, the

consideration received from buyers are accounted as Customers’ Deposits which is

presented under current liabilities in the consolidated statement of financial

position.

Subsequent cancellations of prior year sales are deducted from real estate sales and

the related costs in the year in which such cancellations are made.

For tax reporting purposes, the taxable income for the year is based on the

provisions of Section 49 of the National Internal Revenue Code (NIRC), as

amended, which governs installment sales. Under the NIRC, revenue on sale and

cost of real estate sold are recognized in full when the initial payments collected in

the year of sale exceed 25% of the selling price; otherwise, revenue and cost of real

estate sold are recognized based on the collections.

(b) Rendering of management services – Revenue from the rendering of management services

is recognized over time as the services are provided to the client entities, which

consume the benefit as the Group performs. The client entities are invoiced

monthly as work progresses, which are also due upon receipt by them. Any

amounts remaining unbilled at the end of a reporting period are presented in the

consolidated statement of financial position as part of contract receivables as only

the passage of time is required before payment of these amounts will be due.

- 24 -

(c) Hotel operations – Revenues are recognized over time during the occupancy of hotel

guest and ends when the scheduled hotel room accommodation has lapsed (i.e., the

related room services have been rendered). As applicable, invoices for hotel

accommodations are due upon receipt by the customer.

Contract assets pertain to rights to consideration in exchange for goods or services that

the Company has transferred to a customer that is conditioned on something other than

passage of time. Under its contracts with customers, the Company will receive an

unconditional right to payment for the total consideration upon the completion of the

development of the property sold. Any rights to consideration recognized by the

Company as it develops the property are presented as Contract Assets in the statement

of financial position. Contract assets are subsequently tested for impairment in the

same manner as the Company assesses impairment of its financial assets [see Note

2.5(a)(ii)].

Any consideration received by the Company in excess of the amount for which the

Company is entitled is presented as Contract Liabilities in the statement of financial

position. A contract liability is the Company’s obligation to transfer goods or services

to a customer for which the Company has received consideration (or an amount of

consideration is due) from the customer.

Incremental costs of obtaining a contract to sell real property to customers, such as

broker’s commissions, are recognized as part of Prepayments and Other Current Assets

and is subsequently amortized over the duration of the contract on the same basis as

revenue from such contract is recognized. Other costs and expenses are recognized in

profit or loss upon utilization of services or receipt of goods or at the date they are

incurred. Finance costs are reported on an accrual basis, except capitalized borrowing

costs (see Note 2.14).

2.14 Borrowing Costs

Borrowing costs are recognized in the period in which they are incurred, except to the

extent that they are capitalized. Borrowing costs that are directly attributable to the

acquisition, construction or production of a qualifying asset (i.e., an asset that takes a

substantial period of time to get ready for its intended use or sale) are capitalized as part

of cost of such asset. The capitalization of borrowing costs commences when

expenditures for the asset and borrowing costs are being incurred and activities that are

necessary to prepare the asset for its intended use or sale are in progress. Capitalization

ceases when substantially all such activities are complete.

Investment income earned on the temporary investment of specific borrowings

pending their expenditure on qualifying assets is deducted from the borrowing costs

eligible for capitalization.

2.15 Leases

The Group accounts for its leases as follows:

(a) Group as Lessee

The Group considers whether a contract is, or contains, a lease. A lease is defined

as a contract, or part of a contract, that conveys the right to use an asset

(the underlying asset) for a period of time in exchange for consideration. To apply

this definition, the Group assesses whether the contract meets three key evaluations

which are whether:

- 25 -

 the contract contains an identified asset, which is either explicitly identified in

the contract or implicitly specified by being identified at the time the asset is

made available to the Group;

 the Group has the right to obtain substantially all of the economic benefits from

use of the identified asset throughout the period of use, considering its rights

within the defined scope of the contract; and,

 the Group has the right to direct the use of the identified asset throughout the

period of use. The Group assess whether it has the right to direct ‘how and for

what purpose’ the asset is used throughout the period of use.

At lease commencement date, the Group recognizes a right-of-use asset and a lease

liability in the consolidated statement of financial position. The right-of-use asset

is measured at cost, which is made up of the initial measurement of the lease liability,

any initial direct costs incurred by the Group, an estimate of any costs to dismantle

and remove the asset at the end of the lease, and any lease payments made in

advance of the lease commencement date (net of any incentives received).

Subsequently, the Group depreciates the right-of-use asset on a straight-line basis

from the lease commencement date to the earlier of the end of the useful life of the

right-of-use asset or the end of the lease term. The Group also assesses the right-

of-use asset for impairment when such indicators exist (see Note 2.16).

On the other hand, the Group measures the lease liability at the present value of

the lease payments unpaid at the commencement date, discounted using the interest

rate implicit in the lease if that rate is readily available or the Group’s incremental

borrowing rate. Lease payments include fixed payments (including in-substance

fixed) less lease incentives receivable, if any, variable lease payments based on an

index or rate, amounts expected to be payable under a residual value guarantee, and

payments arising from options (either renewal or termination) reasonably certain to

be exercised. Subsequent to initial measurement, the liability will be reduced for

payments made and increased for interest. It is remeasured to reflect any

reassessment or modification, or if there are changes in in-substance fixed

payments. When the lease liability is remeasured, the corresponding adjustment is

reflected in the right-of-use asset, or profit and loss if the right-of-use asset is

already reduced to zero.

The Group has elected to account for short-term leases and leases of low-value

assets using the practical expedients. Instead of recognizing a right-of-use asset and

lease liability, the payments in relation to these are recognized as an expense in

profit or loss on a straight-line basis over the lease term.

On the consolidated statement of financial position, right-of-use assets and lease

liabilities have been presented separately from property and equipment and other

liabilities, respectively.

(b) Group as Lessor

Leases which do not transfer to the lessee substantially all the risks and benefits of

ownership of the asset are classified as operating leases. Lease income from

operating leases is recognized in profit or loss on a straight-line basis over the lease

term.

- 26 -

2.16 Impairment of Non-financial Assets

The Group’s property and equipment, right-of-use assets, investment properties,

investment in associates and other non-financial assets are subject to impairment

testing. All other individual assets are tested for impairment whenever events or

changes in circumstances indicate that the carrying amount of those assets may not be

recoverable.

For purposes of assessing impairment, assets are grouped at the lowest levels for which

there are separately identifiable cash flows (cash-generating units). As a result, assets are

tested for impairment either individually or at the cash-generating unit level.

Impairment loss is recognized in profit or loss for the amount by which the asset’s or

cash-generating unit’s carrying amount exceeds its recoverable amounts which is the

higher of its fair value less costs to sell and its value in use. In determining value in use,

management estimates the expected future cash flows from each cash-generating unit

and determines the suitable interest rate in order to calculate the present value of those

cash flows. The data used for impairment testing procedures are directly linked to the

Group’s latest approved budget, adjusted as necessary to exclude the effects of asset

enhancements. Discount factors are determined individually for each cash-generating

unit and reflect management’s assessment of respective risk profiles, such as market

and asset-specific risk factors.

All assets are subsequently reassessed for indications that an impairment loss previously

recognized may no longer exist. An impairment loss is reversed if the asset’s or

cash-generating unit’s recoverable amount exceeds its carrying amount.

2.17 Employee Benefits

The Group provides post-employment benefits to employees through a defined benefit

plan and defined contribution plans, and other employee benefits which are recognized

as follows:

(a) Post-employment Defined Benefit Plan

A defined benefit plan is a post-employment plan that defines an amount of

post-employment benefit that an employee will receive on retirement, usually

dependent on one or more factors such as age, years of service and salary. The legal

obligation for any benefits from this kind of post-employment plan remains with

the Group, even if plan assets for funding the defined benefit plan have been

acquired. Plan assets may include assets specifically designated to a long-term

benefit fund, as well as qualifying insurance policies. The Group’s defined benefit

post-employment plan, which became effective on January 1, 2015, covers all

regular full-time employees. The pension plan is noncontributory and administered

by a trustee.

- 27 -

The liability recognized in the consolidated statement of financial position for a

defined benefit plan is the present value of the defined benefit obligation at the end

of the reporting period less the fair value of plan assets. The defined benefit

obligation is calculated annually by independent actuaries using the projected unit

credit method. The present value of the defined benefit obligation is determined

by discounting the estimated future cash outflows for expected benefit payments

using a discount rate derived from the interest rates of a zero coupon government

bonds using the reference rates published by Bloomberg using its valuation

technology, Bloomberg valuation (BVAL), that are denominated in the currency in

which the benefits will be paid and that have terms to maturity approximating to

the terms of the related post-employment liability. BVAL provides evaluated prices

that are based on market observations from contributed sources.

Remeasurements, comprising of actuarial gains and losses arising from experience

adjustments and changes in actuarial assumptions and the return on plan assets

(excluding amount included in net interest) are reflected immediately in the

consolidated statement of financial position with a charge or credit recognized in

other comprehensive income in the period in which they arise. Net interest is

calculated by applying the discount rate at the beginning of the period, unless there

is a plan amendment, curtailment or settlement during the reporting period. The

calculation takes into account any changes in the net defined benefit liability or asset

during the period as a result of contributions to the plan or benefit payments. Net

interest is reported as part of Finance Costs or Finance Income in the consolidated

statement of profit or loss. Past-service costs are recognized immediately in profit

or loss in the period of a plan amendment and curtailment, if any.

(b) Post-Employment Defined Contribution Plans

A defined contribution plan is a post-employment plan under which the Group

pays fixed contributions into an independent entity (i.e., Social Security System).

The Group has no legal or constructive obligations to pay further contributions

after payment of the fixed contribution. The contributions recognized in respect of

defined contribution plans are expensed as they fall due. Liabilities or assets may be

recognized if underpayment or prepayment has occurred and are included in

current liabilities or current assets as they are normally of a short-term nature.

(c) Termination Benefits

Termination benefits are payable when employment is terminated by the Group

before the normal retirement date, or whenever an employee accepts voluntary

redundancy in exchange for these benefits. The Group recognizes termination

benefits at the earlier of when it can no longer withdraw the offer of such benefits

and when it recognizes costs for a restructuring that is within the scope of PAS 37

and involves the payment of termination benefits. In the case of an offer made to

encourage voluntary redundancy, the termination benefits are measured based on

the number of employees expected to accept the offer. Benefits falling due more

than 12 months after the reporting period are discounted to their present value.

(d) Performance Bonus

The Group recognizes a liability and an expense for bonuses. The Group recognizes

a provision where it is contractually obliged to pay the benefits, or where there is a

past practice that has created a constructive obligation.

- 28 -

(e) Compensated Absences

Compensated absences are recognized for the number of paid leave days

(including holiday entitlement) remaining at the end of each reporting period. They

are included in the Trade and Other Payables account in the consolidated statement

of financial position at the undiscounted amount that the Group expects to pay as

a result of the unused entitlement.

2.18 Income Taxes

Tax expense recognized in profit or loss comprises the sum of current tax and deferred

tax not recognized in other comprehensive income or directly in equity, if any. Current

tax assets or liabilities comprise those claims from, or obligations to, fiscal authorities

relating to the current or prior reporting period, that are uncollected or unpaid at the

end of the reporting period. They are calculated using the tax rates and tax laws

applicable to the fiscal periods to which they relate, based on the taxable profit for the

year. All changes to current tax assets or liabilities are recognized as a component of tax

expense in profit or loss.

Deferred tax is accounted for using the liability method, on temporary differences at

the end of each reporting period between the tax base of assets and liabilities and their

carrying amounts for financial reporting purposes. Under the liability method, with

certain exceptions, deferred tax liabilities are recognized for all taxable temporary

differences and deferred tax assets are recognized for all deductible temporary

differences and the carry-forward of unused tax losses and unused tax credits to the

extent that it is probable that taxable profit will be available against which the deductible

temporary differences can be utilized. Unrecognized deferred tax assets are reassessed

at the end of each reporting period and are recognized to the extent that it has become

probable that future taxable profit will be available to allow such deferred tax assets to

be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply

in the period when the asset is realized or the liability is settled provided such tax rates

have been enacted or substantively enacted at the end of the reporting period.

The carrying amount of deferred tax assets is reviewed at the end of each reporting

period and reduced to the extent that it is probable that sufficient taxable profit will be

available to allow all or part of the deferred tax asset to be utilized.

The measurement of deferred tax liabilities and assets reflects the tax consequences that

would follow from the manner in which the Group expects, at the end of the reporting

period, to recover or settle the carrying amount of its assets and liabilities.

Most changes in deferred tax assets or liabilities are recognized as a component of tax

expense in profit or loss, except to the extent that it relates to items recognized in other

comprehensive income or directly in equity. In this case, the tax is also recognized in

other comprehensive income or directly in equity, respectively.

Deferred tax assets and deferred tax liabilities are offset if the Group has a legally

enforceable right to set off current tax assets against current tax liabilities and the

deferred taxes relate to the same entity within the Group.

- 29 -

2.19 Related Party Transactions and Relationships

Related party transactions are transfers of resources, services or obligations between

the Group and its related parties, regardless whether a price is charged.

Parties are considered to be related if one party has the ability to control the other party

or exercise significant influence over the other party in making financial and operating

decisions. These parties include: (a) individuals owning, directly or indirectly through

one or more intermediaries, control or are controlled by, or under common control

with the Group; (b) associates; (c) individuals owning, directly or indirectly, an interest

in the voting power of the Group that gives them significant influence over the Group

and close members of the family of any such individual; and, (d) the Group’s funded

retirement plan.

In considering each possible related party relationship, attention is directed to the

substance of the relationship and not merely on the legal form.

For purposes of reporting material related party transactions of publicly-listed

companies to the SEC, transactions amounting to 10% or more of the total assets based

on the latest audited consolidated financial statements that were entered into with the

related parties are considered material. All individual material related party transactions

shall be approved by at least two-thirds vote of the BOD, with at least a majority of the

independent directors voting to approve the material related party transactions. In case

that a majority of the independent directors’ vote to approve the material related party

transactions may be ratified by the vote of the stockholders representing at least

two-thirds of the outstanding capital stock. For aggregate related party transactions

within a 12-month period that breaches the materiality threshold of ten 10% of the

Group’s total assets based on the latest audited consolidated financial statements, the

same board approval would be required for the transactions that meets and exceeds the

materiality threshold covering the same related party.

2.20 Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting

provided to the Group’s executive committee, its chief operating decision maker. The

executive committee is responsible for allocating resources and assessing performance

of the operating segments.

In identifying its operating segments, management generally follows the Group’s

geographical location, which represent the main products and services provided by the

Group.

The measurement policies the Group uses for segment reporting under PFRS 8,

Operating Segments, are the same as those used in its consolidated financial statements,

except post-employment benefit expenses in arriving at the operating profit of the

operating segments.

In addition, corporate assets which are not directly attributable to the business activities

of any operating segment are not allocated to a segment.

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2.21 Equity

Capital stock represents the nominal value of shares that have been issued.

Additional paid-in capital represents the proceeds in excess of the par value of shares

issued less directly attributable costs in relation to the issuance of the shares.

Treasury shares represent the shares that are reacquired by the Parent Company at cost

but are not cancelled shares.

Revaluation reserves comprise gains and losses arising from remeasurements of post-

employment defined benefit plan.

Retained earnings represent all current and prior period results of operations as

reported in the consolidated statement of profit or loss, reduced by the amounts of

dividends declared. Appropriated retained earnings are retained earnings that have been

set aside by the Group for specific purpose and are not available for dividend

declarations.

Non-controlling interest (NCI) represents equity in consolidated entities that are not

attributable, directly or indirectly to the Parent Company. This increases by equity

investments from non-controlling shareholders, share in profit or loss and share in each

component of other comprehensive income in the consolidated entities. This decreases

by dividends declared to non-controlling shareholders.

The Group adjusts the carrying amount of NCI to reflect the changes in their relative

interests in the consolidated entities when the proportion of the equity held by NCI

changes. The Group directly recognize in equity any difference between the amount by

which the NCI are adjusted and the fair value of the consideration paid or received, and

attribute it to the shareholders of the Parent Company.

2.22 Earnings Per Share

Basic earnings per share (EPS) is computed by dividing net profit attributable to equity

holders of the Parent Company by the weighted average number of shares issued and

outstanding, adjusted retroactively for any stock dividend, stock split or reverse stock

split declared during the current period.

Diluted EPS is computed by adjusting the weighted average number of ordinary shares

outstanding to assume conversion of dilutive potential shares. Currently, the Group

does not have dilutive potential shares outstanding, hence, the diluted earnings per

share is equal to the basic earnings per share.

2.23 Events After the End of the Reporting Period

Any post-year-end event that provides additional information about the Group’s

consolidated financial position at the end of the reporting period (adjusting event) is

reflected in the consolidated financial statements. Post-year-end events that are not

adjusting events, if any, are disclosed when material to the consolidated financial

statements.

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3. SIGNIFICANT ACCOUNTING JUDGMENTS AND ESTIMATES

The preparation of the Group’s consolidated financial statements in accordance with

PFRS requires management to make judgments and estimates that affect the amounts

reported in the consolidated financial statements and related notes. Judgments and

estimates are continually evaluated and are based on historical experience and other

factors, including expectations of future events that are believed to be reasonable under

the circumstances. Actual results may ultimately differ from these estimates.

3.1 Critical Management Judgments in Applying Accounting Policies

In the process of applying the Group’s accounting policies, management has made the

following judgments, apart from those involving estimation, which have the most

significant effect on the amounts recognized in the consolidated financial statements.

(a) Determining Existence of a Contract with Customer

In a sale of real estate properties, the Group’s primary document for a contract

with a customer is a signed contract to sell which is executed when the real estate

property sold is completed and ready for use by customer. In rare cases wherein

contract to sell are not executed by both parties, management has determined that

the combination of other signed documentations with the customers such as

reservation agreement, official receipts, computation sheets and invoices, would

contain all the elements to qualify as contract with the customer (i.e., approval of

the contract by the parties, which has commercial substance, identification of each

party’s rights regarding the goods or services and the related payment terms).

Moreover, as part of the evaluation, the Group assesses the probability that the

Group will collect the consideration to which it will be entitled in exchange for

the real estate property that will be transferred to the customer. In evaluating

whether collectability of an amount of consideration is probable, the Group

considers the significance of the customer’s downpayment in relation to the total

contract price [see Note 3.1(d)].

Collectability is also assessed by considering factors such as past history with the

customer and pricing of the property. Management regularly evaluates the

historical cancellations and back-outs if it would still support its current threshold

of customers’ equity before commencing revenue recognition.

(b) Evaluation of Timing of Satisfaction of Performance Obligations

The Group exercises critical judgment in determining whether each performance

obligation to develop properties promised in its contracts with customers is

satisfied over time or at a point in time. In making this judgment, the Group

considers the following:

 any asset created or enhanced as the Group performs;

 the ability of the customer to control such asset as it is being created or

enhanced;

 the timing of receipt and consumption of benefits by the customer; and,

 the Group’s enforceable right for payment for performance completed to

date.

- 32 -

The Group determined that its performance obligation is satisfied over time

since it does not have an alternative use of the specific property sold as it is

precluded by its contract from redirecting the use of the property for a different

purpose. Further, the Group has rights over payment for development

completed to date as the Group can choose to complete the development and

enforce its rights to full payment under its contracts even if the customer

defaults on amortization payments. On the other hand, performance obligation

for completed real estate properties is satisfied at a point in time when the

control over the real estate property is transferred to the buyer.

(c) Determination of Collection Threshold for Revenue Recognition

The Group uses judgment in evaluating the probability of collection of

transaction price on real estate sales as a criterion for revenue recognition. The

Group uses historical payment pattern of customers and number of sales

cancellation in establishing a percentage of collection threshold over which the

Group determines that collection of the transaction price is reasonably assured.

Reaching this level of collection is an indication of buyer’s continuing

commitment and the probability that economic benefits will flow to the Group.

The Group considers that the initial and continuing investments by the buyer

when reaching the set collection threshold would demonstrate the buyer’s

commitment to pay the total contract price. Management is confident that

when the collections received from the buyers exceed a certain threshold, it

would be remote that the buyer will default and the contract will be cancelled.

Accordingly, as discussed in Note 2.13 under identification of contract, the

Group will not recognize the whole contract and no revenue will be recognized

when the threshold is not yet reached.

(d) Assessment Involving Right of Return

The Group’s sale of real estate under pre-completed contracts has variable

consideration, which is the right of return when a buyer defaulted the equity

payments. Moreover, Republic Act No. 6552, Realty Installment Buyer Act or,

which is popularly known in the Philippines as the Maceda Law, provides a

statutory obligation to the Group to refund the buyer the cash surrender value

of the collections received on the property equivalent to fifty percent of the

total collected amount, and, after five years of installments, an additional five

percent every year but not to exceed 90% of the total collections received.

(e) Determination of ECL on Receivables and Contract Assets

The Group uses the cumulative loss rate approach to calculate ECL for

receivables and contract assets. This approach considers and includes

reasonable approximation of probable and estimable future losses determined

by applying historical gross charge-off information (arising from cancellations

and back-out sales) to forward-looking qualitative information (i.e., forecast of

economic condition). While there may be an assessed default occurring in these

receivables over the term of the instrument, the amount of required allowance

for ECL is minimized since the legal title related to the unit sold will only be

transferred once the contract receivable has been paid in full, and the Group

has the right to recover the real estate properties covered by the contract with

customer through repossession, and to resell the asset at an amount sufficient

to cover the unpaid outstanding obligations.

- 33 -

On the other hand, additional ECL may be calculated for certain pool of trade

receivables specifically determined to have expected cash shortfall based on

outstanding exposures. These generally arise from receivables which were

charged-off at an earlier term of the instrument since origination period.

Details about the ECL on the Group’s trade and other receivables and contract

assets are disclosed in Note 30.2.

(f) Distinction Between Investment Properties and Owner-managed Properties

The Group determines whether a property qualifies as investment property. In

making its judgment, the Group considers whether the property generates cash

flows largely independent of the other assets held by an entity. Owner-occupied

properties generate cash flows that are attributable not only to the property but

also to other assets used in the operations.

(g) Distinction Between Operating and Finance Leases for Contracts where the Group is the

Lessor

The Group has entered into various lease agreements. Critical judgment was

exercised by management to distinguish each lease agreement as either an

operating or a finance lease by looking at the transfer or retention of significant

risk and rewards of ownership of the properties covered by the agreements.

Failure to make the right judgment will result in either overstatement or

understatement of assets and liabilities. Currently, its leases are all operating

leases.

(h) Determination of Lease Term of Contracts with Renewal and Termination Options

In determining the lease term, management considers all relevant factors and

circumstances that create an economic incentive to exercise a renewal option or

not exercise a termination option. Renewal options and/or periods after

termination options are only included in the lease term if the lease is reasonably

certain to be extended or not terminated.

For leases of land and office space, the factors that are normally the most

relevant are (a) if there are significant penalties should the Group pre-terminate

the contract, and (b) if any leasehold improvements are expected to have a

significant remaining value, the Group is reasonably certain not to terminate the

lease contract. Otherwise, the Group considers other factors including historical

lease durations and the costs and business disruption required to replace the

leased asset.

The lease term is reassessed if an option is actually exercised or not exercised or

the Group becomes obliged to exercise or not exercise it. The assessment of

reasonable certainty is only revised if a significant event or a significant change

in circumstances occurs, which affects this assessment, and that is within the

control of the Group.

- 34 -

(i) Accounting for Equity Ownership Interest in Subsidiaries and Associates

In classifying its equity acquisitions as an investment in a subsidiary or

associates, the Group evaluates whether control or significant influence exists.

Control is present when the Group is exposed, or has rights, to variable returns

from its involvement with the investee and has the ability to affect those returns

through its power over the investee. Significant influence is the power to

participate in the financial and operating policy decisions of the investee but is

not control or joint control of those policy decisions.

The Parent Company was able to demonstrate control over the operations of

CBLRV (since 2020), CHDI and YHESPH (since 2019), YHEST and CCLI

(since 2018), MGR and YHES (since 2017), and BL Ventures, El Camino and

YES (since 2016), from the time of their incorporation, as indicated in Note 1.2.

It had been able to demonstrate control over the operations of the foregoing

investees despite having 50% or less equity ownership interest in them by virtue

of a formal agreement with the respective other shareholders of the investees

and the Parent Company’s actual role in the investees’ operations. Accordingly,

said entities are accounted for as subsidiaries.

(j) Distinguishing Between Business Combination and Asset Acquisition

The Parent Company determines whether an acquisition of an entity constitutes

a business combination or an asset acquisition. The accounting treatment for

the acquisition is determined by assessing whether the transaction involved a

purchase of a business taking into consideration the substance of the

transaction. The Group evaluates whether an acquired entity is capable of being

conducted and managed as a business by assessing the integrated set of activities

and assets based on at least two essential elements – inputs and processes

applied to those inputs, which together are or will be used to create outputs.

Otherwise, the transaction is accounted for as an asset acquisition. Failure to

make the right judgment will result in misstatement of assets and other accounts

that could have been affected by the transaction.

Management assessed that the acquisition of the outstanding shares of GGTT

in 2020, as discussed in Note 1.2, does not qualify as business acquisition under

PFRS 3, but is rather a mere acquisition of assets.

(k) Recognition of Provisions and Contingencies

Judgment is exercised by management to distinguish between provisions and

contingencies. Policies on recognition of provisions and contingencies are

discussed in Note 2.12 and disclosures on relevant contingencies are presented

in Note 28.

- 35 -

3.2 Key Sources of Estimation Uncertainty

The following are the key assumptions concerning the future, and other key sources

of estimation uncertainty at the end of the reporting period, that have a significant risk

of causing a material adjustment to the carrying amounts of assets and liabilities within

the next reporting period:

(a) Revenue Recognition for Performance Obligations Satisfied Over Time

In determining the amount of revenue to be recognized for performance

obligations satisfied over time, the Group measures progress on the basis of

actual costs incurred relative to the total expected costs to complete such

performance obligation. Specifically, the Group estimates the total

development costs with reference to the project development plan and any

agreement with customers. Management regularly monitors its estimates and

apply changes as necessary. A significant change in estimated costs would result

in a significant change in the amount of revenue recognized in the year of

change.

(b) Determination of Appropriate Discount Rate in Measuring Lease Liabilities

The Group measures its lease liabilities at present value of the lease payments

that are not paid at the commencement date of the lease contract. The lease

payments were discounted using a reasonable rate deemed by management

equal to the Group’s incremental borrowing rate. In determining a reasonable

discount rate, management considers the term of the leases, the underlying asset

and the economic environment. Actual results, however, may vary due to

changes in estimates brought about by changes in such factors.

(c) Estimation of Allowance for ECL

The measurement of the allowance for ECL on financial assets at amortized

cost is an area that requires the use of significant assumptions about the future

economic conditions and credit behavior (e.g., likelihood of customers

defaulting and the resulting losses). Management also applies judgement in the

estimation of the contractual cash flows due from counterparties that the Group

would expect to receive from the realization of any credit enhancements,

including the discounting factor for recoveries beyond one year. Explanation

of the inputs, assumptions and estimation used in measuring ECL is further

detailed in Note 30.2(b).

(d) Determination of Net Realizable Value of Real Estate Inventories

In determining the net realizable value of real estate inventories, management

takes into account the most reliable evidence available at the dates the estimates

are made. The future realization of the carrying amounts of real estate inventory

as presented in Note 7, is affected by price changes in the different market

segments as well as the trends in the real estate industry. These are considered

key sources of estimation uncertainty and may cause significant adjustments to

the Group’s real estate inventories within the next financial reporting period.

Considering the Group’s pricing policy, the net realizable values of real estate

inventories for sale are determined to be higher than their related costs.

- 36 -

(e) Estimation of Useful Lives of Property and Equipment, Investment Properties and Right-of-

use Assets

The Group estimates the useful lives of property and equipment, investment

properties and right-of-use assets based on the period over which the assets are

expected to be available for use. The estimated useful lives of these assets are

reviewed periodically and are updated if expectations differ from previous

estimates due to physical wear and tear, technical or commercial obsolescence

and legal or other limits on the use of the assets.

The carrying amounts of property and equipment, right-of use assets and

investment properties are analyzed in Notes 11, 12 and 13, respectively. Based

on management’s assessment as at December 31, 2020 and 2019, there is no

change in estimated useful lives of these assets during those periods. Actual

results, however, may vary due to changes in estimates brought about by

changes in factors mentioned.

(f) Impairment of Non-financial Assets

In assessing impairment, management estimates the recoverable amount of each

asset or a cash-generating unit based on expected future cash flows and uses an

interest rate to calculate the present value of those cash flows. Estimation

uncertainty relates to assumptions about future operating results and the

determination of a suitable discount rate (see Note 2.16).

Though management believes that the assumptions used in the estimation of

fair values reflected in the consolidated financial statements are appropriate and

reasonable, significant changes in those assumptions may materially affect the

assessment of recoverable values and any resulting impairment loss could have

a material adverse effect on the results of operations.

Management assessed that no impairment loss is required to be provided on its

significant non-financial assets, particularly property and equipment, right-of-

use assets and investment properties, as at December 31, 2020, 2019 and 2018.

(g) Valuation of Post-employment Defined Benefit Obligation

The determination of the Group’s obligation and cost of post-employment

defined benefit is dependent on the selection of certain assumptions used by

actuaries in calculating such amounts. Those assumptions include, among

others, discount rates and salary rate increase. A significant change in any of

these actuarial assumptions may generally affect the recognized expense and the

carrying amount of the post-employment defined benefit obligation in the next

reporting period.

The amounts of post-employment defined benefit obligation and expense and

an analysis of the movements in the estimated present value of post-

employment defined benefit as well as the significant assumptions used in

estimating such obligation are presented in Note 23.2.

- 37 -

(h) Fair Value Measurement for Investment Properties

Investment properties are measured using the cost model. The fair value of

investment property held for capital appreciation and to earn rental income

disclosed in the consolidated financial statements is determined by the Group

based on the appraisal reports of a professional and independent appraiser. The

fair value is determined by reference to market-based evidence, which is the

price that would be received to sell an asset or paid to transfer a liability in an

orderly transaction between market participants at the measurement date. Such

amount is influenced by different factors including the location and specific

characteristics of the property, quantity of comparable properties in the market,

and economic condition and behavior of the buying parties. A significant

change in these elements may affect prices and the value of the assets being

disclosed.

The fair value the Group’s investment properties as at December 31, 2020 and

2019 is disclosed in Notes 13 and 31.3.

4. SEGMENT INFORMATION

4.1 Business Segments

The Group’s operating segments are organized and managed separately according to

the nature of products and services provided, with each segment representing a strategic

business unit that offers different products and serves different markets. The Group’s

real estate segment covers the development and sale of residential and office units to

individual and corporate buyers. The rental segment includes leasing of office and

commercial spaces to corporate organizations. The management services segment

focuses on the management of real estate projects and upkeep services to condominium

corporations and housing associations. The hotel operations segment relates to the

management of hotel business operations that caters hotel guest.

Segment accounting policies are the same as the policies described in Note 2.20. The

Group generally accounts for intersegment sales and transfers as if the sales or transfers

were to third parties at current market prices.

4.2 Segment Assets and Liabilities

Segment assets are allocated based on their physical location and use or direct

association with a specific segment and they include all operating assets used by a

segment and consist principally of operating cash, receivables, real estate inventories,

property and equipment, and investment properties, net of allowances and provisions.

Similar to segment assets, segment liabilities are also allocated based on their use or

direct association with a specific segment. Segment liabilities include all operating

liabilities and consist principally of accounts, wages, taxes currently payable and accrued

liabilities. Segment assets and segment liabilities do not include deferred taxes.

4.3 Intersegment Transactions

Segment revenues, expenses and performance include sales and purchases between

business segments. Such sales and purchases are eliminated in consolidation, if any.

- 38 -

4.4 Analysis of Segment Information

The following tables present revenue and profit information regarding industry

segments for the years ended December 31, 2020, 2019 and 2018 and certain assets and

liabilities information regarding segments as at December 31, 2020 and 2019:

2020
Management Hotel

Real Estate Rental Services Operations Total

REVENUES

Sale to external customer P 8,146,432,329 P 55,237,972 P 42,591,886 P 54,558,131 P 8,298,820,318

Intersegment sales 32,386,714 6,290,421 51,071,575 - 89,748,710

Total revenues 8,178,819,043 61,528,393 93,663,461 54,558,131 8,388,569,028

COSTS AND EXPENSES

Costs of sales and services excluding

depreciation and amortization 4,208,259,774 - 14,537,862 19,620,573 4,242,418,209

Operating expenses excluding


depreciation and amortization 1,213,385,183 6,692,007 2,381,485 43,355,942 1,265,814,617

Depreciation and amortization 64,330,744 39,693,249 95,630 - 104,119,623

Impairment losses - - 252,478 - 252,478

Total costs and expenses 5,485,975,701 46,385,256 17,267,455 62,976,515 5,612,604,927

FINANCE COST (INCOME)

Interest expense on:

Loans 8,677,442 - - - 8,677,442

Lease liabilities - 8,505,235 - 48,622,585 57,127,820


Amortization of day one loss - net ( 30,761,435 ) - - - ( 30,761,435 )

Interest income on banks ( 8,701,101 ) - - - ( 8,701,101 )

Total finance cost (income) ( 30,785,094 ) 8,505,235 - 48,622,585 26,342,726

SEGMENT PROFIT (LOSS)

BEFORE TAX P 2,723,628,436 P 6,637,902 P 76,396,006 (P 57,040,969 ) P 2,749,621,375

ASSETS AND LIABILITIES

Segment assets P 40,383,454,972 P 10,109,861,036 P 26,525,944 P 397,946,646 P 50,917,788,598


Segment liabilities 33,012,060,943 29,854,341 5,536,745 186,205,150 33,233,657,179

2019
Management Hotel

Real Estate Rental Services Operations Total

REVENUES

Sale to external customer P 8,390,526,495 P 63,159,194 P 36,837,490 P 8,524,756 P 8,499,047,935


Intersegment sales 67,244,500 - 40,954,771 - 108,199,271

Total revenues 8,457,770,995 63,159,194 77,792,261 8,524,756 8,607,247,206

COSTS AND EXPENSES


Costs of sales and services excluding

depreciation and amortization 4,296,571,881 179,375 11,031,084 5,404,138 4,313,186,478

Operating expenses excluding

depreciation and amortization 1,162,600,452 1,177,450 244,578 48,926 1,164,071,406

Depreciation and amortization 41,224,152 19,475,668 64,171 - 60,763,991


Reversal of impairment losses ( 69,462,639 ) - - - ( 69,462,639 )

Total costs and expenses 5,430,933,846 20,832,493 11,339,833 5,453,064 5,468,559,236

FINANCE COST (INCOME)


Interest expense on:

Loans 33,629,596 - - - 33,629,596

Lease liabilities - 10,847,248 - - 10,847,248

Post-employment defined

benefit obligation 449,368 - - - 449,368


Amortization of day one loss - net ( 26,971,237 ) - - - ( 26,971,237 )

Interest income on banks ( 24,599,602 ) - - - ( 24,599,602 )

Total finance cost (income) ( 17,491,875 ) 10,847,248 - - ( 6,644,627 )

SEGMENT PROFIT

BEFORE TAX P 3,044,320,024 P 31,389453 P 66,452,428 P 3,071,692 P 3,145,332,597

- 39 -

2019
Management Hotel

Real Estate Rental Services Operations Total

ASSETS AND LIABILITIES

Segment assets P 38,390,634,815 P 401,633,301 P 33,380,006 P 13,094,623 P 38,838,742,745

Segment liabilities 23,621,575,022 227,030,836 26,463,868 13,236,324 23,888,306,050

2018
Management Hotel

Real Estate Rental Services Operations Total

REVENUES
Sale to external customer P 6,692,537,760 P 57,480,871 P 12,920,716 P - P 6,762,939,347

Intersegment sales 114,621,896 - 23,716,627 - 138,338,523

Total revenues 6,807,159,656 57,480,871 36,637,343 - 6,901,277,870

COSTS AND EXPENSES

Costs of sales and services

excluding depreciation

and amortization 3,110,027,278 717,228 7,217,628 - 3,117,962,134

Operating expenses
excluding depreciation

and amortization 902,417,409 557,804 125,383 - 903,100,596

Depreciation and amortization 34,376,577 18,097,781 - - 52,474,358

Impairment losses 44,779,695 - - - 44,779,695

Total costs and expenses 4,091,600,959 19,372,813 7,343,011 - 4,118,316,783

FINANCE COST (INCOME)

Interest expense on:

Loans P 88,467,056 P - P - P - P 88,467,056


Post-employment defined

benefit obligation 310,716 - - - 310,716

Amortization of day one loss on

non-current contract
receivables – net 42,964,142 - - - 42,964,142

Interest income on banks ( 18,861,865 ) - - - ( 18,861,865 )

Total finance cost (income) 112,880,049 - - - 112,880,049

SEGMENT PROFIT

BEFORE TAX P 2,602,678,648 P 38,108,058 P 29,294,332 P - P 2,670,081,038

The real estate segment is further analyzed based on their geographical location as

shown in Note 17.1. Both rental and management services segments are located in

Cebu City.

Sales to any of the Group’s major customers did not exceed 10% of the Group’s

revenues in all of the years presented.

- 40 -

4.5 Reconciliation

Following is a reconciliation of the Group’s segment information to the key financial

information presented in its financial statements.

2020 2019 2018

Revenues

Total segment revenues P 8,388,569,028 P 8,607,247,206 P 6,901,277,870


Elimination of intersegment

revenues ( 89,748,710 ) ( 108,199,271) ( 138,338,523 )

Revenues as reported in

profit or loss P 8,298,820,318 P 8,499,047,935 P 6,762,939,347

Profit or loss

Segment profit before tax P 2,749,621,375 P 3,145,332,597 P 2,670,081,038

Elimination of intersegment

accounts ( 25,428,578 ) ( 16,033,381) ( 94,782,904 )

Other operating income 68,597,820 53,133,383 33,530,390

Share in net loss in associates ( 615,777 ) ( 326,580) ( 437,147 )

Other losses - net ( 593,932 ) ( 612,295) ( 856,990 )

Profit before tax as reported

in profit or loss P 2,791,580,908 P 3,181,493,724 P 2,607,534,387

Assets

Segment assets and total assets


reported in statements of

financial position P50,917,788,598 P 38,838,742,745

Elimination of intercompany

accounts ( 827,287,155 ) ( 555,300,509)

Total assets as reported in

statements of financial position P50,090,501,443 P 38,283,442,236

Liabilities

Segment liabilities P33,233,657,179 P 23,888,306,050

Deferred tax liabilities 1,707,563,195 1,124,886,722

Elimination of intercompany

accounts ( 377,960,389 ) ( 478,008,824)

Total liabilities as reported in

statements of financial position P34,563,259,985 P 24,535,183,948

5. CASH AND CASH EQUIVALENTS

Cash and cash equivalents include the following components as at December 31:

2020 2019

Cash on hand P 3,929,500 P 3,915,691

Cash in banks 751,514,323 749,160,824

Short-term placements 41,740,967 164,094,136

P 797,184,790 P 917,170,651

- 41 -

Cash in banks (savings and demand deposits) generally earn interest based on daily bank

deposit rates. Short-term placements are made for varying period from 10 to 90 days

and earn effective interest ranging from 1.19% to 2.20%, 1.74% to 6.00% and 3.18%

to 4.52% per annum in 2020, 2019 and 2018, respectively.

Interest income earned from cash and cash equivalents amounted to P8,701,101,

P24,599,602 and P18,861,865 in 2020, 2019 and 2018, respectively, and are

presented as part of Finance Income in the consolidated statements of profit or loss

(see Note 22).

6. RECEIVABLES

This account includes the following:

Notes 2020 2019

Contract receivables:

Third parties P5,550,553,929 P 5,389,904,540

Related parties 25.3,

25.4 257,432,271 166,101,518

Rent receivable 66,636,064 68,073,716

Retention receivable 57,707,728 24,261,678

Management fee receivable 27,506,262 13,465,493

Advances to officers

and employees 16,558,780 50,467,948

Other receivables 166,164,422 164,136,262

6,142,559,456 5,876,411,155

Allowance for impairment 30.2(c) ( 600,694) ( 348,217 )

P 6,141,958,762 P 5,876,062,938

Receivables are presented in the consolidated statements of financial position as

follows.

2020 2019

Current P6,020,754,434 P5,204,137,996

Non-current 121,204,328 671,924,942

P6,141,958,762 P 5,876,062,938

Buyers of real estate properties are given two to four years to complete the equity

amortization which ranges from 10% to 30% of the contract price of the real estate

being purchased. Contract receivables, which are all covered by postdated checks, are

only recognized when the collection of total transaction price is reasonably assured and

the corresponding revenue is recognized. Generally, full payment by buyers of their

equity amortization is followed by full settlement by the buyer’s chosen financing

institution of the buyer’s account within 12 months. Title to real estate properties are

transferred to the buyers once full payment has been made. Hence, Contracts

receivables are fully secured by the real properties acquired by buyers.

- 42 -

Long-term contract receivables, which are noninterest-bearing, are receivables from

buyers whose equity payments are expected to be fully paid after 12 months following

the end of the reporting period. These are measured at amortized cost which is

determined by discounting future cash flows using the applicable rates of similar types

of instruments. The aggregate unamortized discount on noninterest-bearing contract

receivables amounts to P2,461,014 and P33,222,449 as at December 31, 2020 and

2019, respectively. Amortization of day one gain of noninterest-bearing contract

receivables, net of day one loss of P2,406,895 and P31,437,731 recognized in those

years, respectively, amounted to P30,761,435 and P26,971,237 in 2020 and 2019,

respectively, and presented as part of Finance Income in the consolidated statements

of profit or loss (see Note 22). On the other hand, in 2018, the Group has day one

loss on noninterest-bearing contract receivables, net of amortization of day one gain

of P15,993,069, amounting to P42,964,142, and is presented as part of Finance Costs

in the 2018 consolidated statement of profit or loss (see Note 21).

Retention receivable represents amounts retained by Home Development Mutual Fund

(HDMF) from the proceeds of loans availed by real estate buyers in accordance with

HDMF Circular No. 182-A to pay off their obligations to the Group, which will be

received three to four months after release of loan.

The Group assesses an ECL when the receivables from contract with customers and

other counterparties are initially recognized and update the assessment at each reporting

date based on the analysis determined by management. A reconciliation of the

allowance for impairment at the beginning and end of 2020 and 2019 is shown below.

2020 2019

Balance at beginning of year P 348,217 P 20,352,667

Impairment losses 252,478 -

Reversal of impairment losses - ( 20,004,450 )

Balance at end of year P 600,695 P 348,217

7. REAL ESTATE INVENTORIES

This account includes the following inventories, which are all at cost.

Note 2020 2019

Subdivision units P 419,174,144 P 876,676,564

Condominium units 696,385,131 811,662,344

1,115,559,275 1,688,338,908

Construction-in-progress (CIP):

Land development costs 4,549,275,173 2,883,486,160

Condominium building costs 2,391,243,922 2,393,465,506

Housing costs 1,096,020,640 369,214,409

8,036,539,735 5,646,166,075

Raw land inventory 8 4,246,082,837 2,128,727,220

P 13,398,181,847 P 9,463,232,203

- 43 -

An analysis of the cost of real estate inventory included in cost of sales is presented in

Note 18.

Land development costs pertain to the cost of land acquisition, and site development

costs of horizontal projects and other future site projects of the Group.

Condominium building costs consist of the cost of land and the cost to construct the

units of the vertical projects of the Group.

Housing costs pertain to the cost of house construction for the horizontal projects of

the Group.

Raw land inventory consists of parcels of land owned by the Group in various locations.

These are expected to be developed into saleable condominium or subdivision units. In

2020 and 2019, the Group reclassified deposits on land for future development

amounting to P1,457,731,053 and P4,664,764,665, respectively, to raw land inventory,

i.e., applied as part of the payment for the land acquisitions that were consummated

during the reporting period (see Note 8).

On July 16, 2020, CLI entered into a subscription contact with GGTT, whereby CLI

agreed to subscribe to 500,000 shares of GGTT after SEC’s approval of GGTT’s

application for increase in authorized capital stock, for a subscription price of

P177,730,000 or P355.46 per share. Prior to and at the time of subscription of CLI,

substantially all of the fair value of the gross assets of GGTT is concentrated in a single

identifiable asset, which is a parcel of land. After its subscription to the shares of

GGTT, CLI now holds 50% ownership interest in GGTT. However, in accordance

with the Group’s policy (see Notes 2.4 and 3), the transaction is accounted for by the

Group as an asset acquisition since the transaction does not constitute an acquisition

of a business (see also Note 1.2). As such the total purchase price at acquisition date

amounting to P177,730,000 was allocated to the land and is included as part of raw land

inventory as of December 31, 2020.

Borrowing costs that are capitalized as part of real estate inventory amounted to

P898,039,007 and P642,126,984 in 2020 and 2019, respectively, which represents the

general and specific borrowing costs incurred on loans and corporate notes obtained to

fund the construction projects (see Note 15). Capitalization rate used for general

borrowings ranges from 1.98% to 6.25% and 3.72% to 6.50% for the years ended

December 31, 2020 and 2019, respectively.

In 2020 and 2019, the Group reclassified investment properties totaling P997,649,685

and P100,474,287, respectively, to real estate inventories (see Note 13).

As at December 31, 2020 and 2019, real estate inventories totaling to P6,313,953,917

and P9,119,780,130, respectively, are used as collateral for certain interest-bearing loans

and borrowings of the Parent Company (see Note 15.1).

- 44 -

8. DEPOSITS ON LAND FOR FUTURE DEVELOPMENT

Currently, this account includes only advance payments for acquisitions of certain

parcels of land which are intended for future development into saleable real estate

projects (see Note 2.7). A reconciliation of the deposits on land for future development

is presented below.

Notes 2020 2019

Balance at the beginning of year P1,289,398,997 P 1,754,763,446

Additions 868,104,916 5,324,158,749

Transferred to raw land inventory 7 ( 1,457,731,053) ( 4,644,764,665 )

Transferred to investment

properties 13 - ( 1,144,758,533 )

Balance at end of year P 699,772,860 P 1,289,398,997

The deposits on land for future development is presented as current assets in the

consolidated statements of financial position.

9. PREPAYMENTS AND OTHER CURRENT ASSETS

This account includes the following:

2020 2019

Advances to subcontractors P1,087,635,323 P 698,243,154

Prepaid commissions 862,373,242 546,134,504

Input VAT and deferred input VAT 684,996,056 518,266,344

Advances to suppliers 288,283,971 353,197,037

Prepaid expenses 64,561,537 131,725,809

Others 32,019,552 17,937,558

P 3,019,869,681 P 2,265,504,406

Advances to subcontractors include advance payments for materials, payment of labor

and overhead expenses for on-going construction of subdivision and condominium

units for sale. These are applied against the progress billings of subcontractors.

In 2020, 2019 and 2018, the Group expensed prepaid commissions of P429,725,150,

P301,751,479 and P264,860,997, respectively, based on the POC of its related real estate

project and is presented as Commissions under Operating Expenses in the consolidated

statements of profit or loss (see Note 19)

Prepaid expenses include advance payment for insurance and rent.

- 45 -

10. INVESTMENTS IN ASSOCIATES

A reconciliation of the carrying amounts of investments in associates at the beginning

and end of 2020 and 2019 is shown below.

2020 2019

Balance at beginning of year P 16,378,423 P 11,205,003

New and additional investments 114,090,016 5,500,000

Share in net loss during the year ( 615,777) ( 326,580 )

Balance at end of year P 129,852,662 P 16,378,423

An analysis of the carrying amount of the Parent Company’s investments in associates

as at December 31, 2020 is shown below.

Magspeak MDC ICOM Total

Cost

Balance at beginning

of year P 10,635,096 P 11,600,000 P - P 22,235,096

Additional investment 7,600,000 10,000,000 96,490,016 114,090,016

Balance at end of year 18,235,096 21,600,000 96,490,016 136,325,112

Accumulated equity

in net losses

Balance at beginning

of year ( 542,354 ) ( 5,314,319 ) - ( 5,856,673 )

Equity in net loss during

the year ( 307,343 ) ( ______227,363 ) ( 81,071 ) ( 615,777 )

Balance at end of year ( 849,697 ) ( 5,541,682 ) ( 81,071 ) ( 6,472,450 )

Net carrying amount P 17,385,399 P 16,058,318 P 96,408,945 P 129,852,662

An analysis of the carrying amount of the Parent Company’s investments in associates

as at December 31, 2019 is shown below.

Magspeak MDC Total

Cost

Balance at beginning

of year P 5,135,096 P 11,600,000 P 16,735,096

Additional investment 5,500,000 - 5,500,000

Balance at end of year 10,635,096 11,600,000 22,235,096

Accumulated equity in net losses

Balance at beginning of year ( 130,765 ) ( 5,399,328 ) ( 5,530,093)

Equity in net profit (loss)

during the year ( 411,589 ) 85,009 ( 326,580)

Balance at end of year ( 542,354 ) ( 5,314,319) ( 5,856,673)

Net carrying amount P 10,092,742 P 6,285,681 P 16,378,423

- 46 -

(a) Magspeak

Significant information on the financial position and financial performance of

Magspeak as at and for the year ended December 31, 2020 and 2019 are as follows:

2020 2019

Current assets P 33,657,703 P 23,553,459

Non-current assets 16,828,516 16,828,516

Total assets P 50,486,219 P 40,381,975

Current liabilities P 7,696,167 P 11,000

Non-current liabilities - -

Total liabilities P 7,696,167 P 11,000

Revenues P - P -

Net loss (P 1,233,204) ( P 240,780 )

Other comprehensive income - -

Total comprehensive loss (P 1,233,204) ( P 240,780 )

The Parent Company’s share in the net assets of Magspeak as of December 31,

2020 and 2019 which agrees with the carrying amount of the investment in CPH is

shown below.

2020 2019

Net assets of Magspeak P 43,258,879 P 30,429,032

Proportion of equity interest by

the Parent Company 25% 25%

Parent Company’s share in the

net assets of Magspeak 10,814,720 10,092,742

Other stockholders unpaid

subscription 6,570,679 -

Carrying amount of investment P 17,385,399 P 10,092,742

(b) MDC

Significant information on the financial position and financial performance of

MDC as at and for the year ended December 31, 2020 and 2019 are as follows:

2020 2019

Current assets P 65,955,938 P 30,519,382

Non-current assets - -

Total assets P 65,955,938 P 30,519,382

- 47 -

2020 2019

Current liabilities P 1,664,545 P 90,975

Non-current liabilities - -

Total liabilities P 1,664,545 P 90,975

Revenues P - P -

Net loss (P 1,137,438) ( P 425,045 )

Other comprehensive income - -

Total comprehensive loss (P 1,137,438) ( P 425,045 )

The Parent Company’s share in the net assets of MDC as of December 31, 2020

and 2019 which agrees with the carrying amount of the investment in CPH is shown

below.

2020 2019

Net assets of MDC P 64,291,393 P 30,429,032

Proportion of equity interest by

the Parent Company 20% 20%

Parent Company’s share in the

net assets of MDC 12,858,279 6,085,806

Other stockholders unpaid

subscription 3,200,040 199,875

Carrying amount of investment P 16,058,318 P 10,092,742

(c) ICOM AIR

Significant information on the financial position and financial performance of

ICOM as at and for the year ended December 31, 2020 are as follows:

Current assets P 10,814,980

Non-current assets 282,680,639

Total assets P 293,495,619

Current liabilities P 28,292,126

Non-current liabilities -

Total liabilities P 28,292,126

Revenues P -

Net loss (P 243,207)

Other comprehensive income -

Total comprehensive loss (P 243,207)

- 48 -

The Parent Company’s share in the net assets of ICOM as of December 31, 2020

which agrees with the carrying amount of the investment in ICOM is shown below.

Net assets of ICOM P 265,203,493

Proportion of equity interest by

the Parent Company 33%

Parent Company’s share in the

net assets of ICOM 88,401,164

Other stockholders unpaid subscription 8,007,781

Carrying value of investment P 96,408,945

Shares in net losses of associates totaling P678,066, P326,580 and P437,147 were

recognized in 2020, 2019 and 2018, respectively, in the consolidated statements of profit

or loss.

There were no dividends received from the Group’s associates in 2020, 2019 and 2018.

11. PROPERTY AND EQUIPMENT

The gross carrying amounts and accumulated depreciation and amortization of property

and equipment at the beginning and end of 2020 and 2019 are shown below.

Office Transportation Furniture Leasehold Construction

Land Building Equipment Equipment and Fixture Improvements in Progress Total

December 31, 2020


Cost P 140,896,820 P 255,033,535 P 70,755,434 P 46,189,920 P 28,848,061 P 4,585,537 P 269,748,169 P 816,057,476

Accumulated
depreciation and

amortization - ( 84,445,236 ) ( 31,271,468 ) ( 33,586,991) ( 19,911,373 ) ( 3,454,802 ) - ( 172,669,870 )

Net carrying

amount P 140,896,820 P 170,588,299 P 39,483,966 P 12,602,929 P 8,936,688 P 1,130,735 P 269,748,169 P 643,387,606

December 31, 2019

Cost P 139,794,060 P 150,489,580 P 62,468,842 P 41,012,216 P 26,085,688 P 2,330,639 P 72,079,085 P 494,260,110


Accumulated

depreciation and
amortization - ( 67,413,259 ) ( 23,635,550 ) ( 29,791,432 ) ( 16,065,951 ) ( 2,232,938 ) - ( 139,139,130 )

Net carrying
amount P 139,794,060 P 83,076,321 P 38,833,292 P 11,220,784 P 10,019,737 P 97,701 P 72,079,085 P 355,120,980

January 1, 2019

Cost P 139,198,121 P 147,503,733 P 52,750,891 P 50,638,536 P 21,833,195 P 2,355,282 P 16,673,810 P 430,953,568


Accumulated

depreciation and

amortization - ( 46,341,468 ) ( 17,125,820 ) ( 26,982,786 ) ( 12,790,293 ) ( 1,992,481 ) - ( 105,232,848 )

Net carrying
amount P 139,198,121 P 101,162,265 P 35,625,071 P 23,655,750 P 9,042,902 P 362,801 P 16,673,810 P 325,720,720

A reconciliation of the carrying amounts of property and equipment at the beginning

and end of 2020 and 2019 is shown below.

Office Transportation Furniture Leasehold Construction

Land Building Equipment Equipment and Fixture Improvements in Progress Total

Balance at January 1,
2020 net of

accumulated
depreciation and

amortization P 139,794,060 P 83,076,321 P 38,833,292 P 11,220,784 P 10,019,737 P 97,701 P 72,079,085 P 355,120,980

Additions
Reclassification
-
1,102,760
19,542,518
85,001,437
8,286,592
-
5,177,704
-
2,762,373
-
2,254,898 197,669,084
-
235,693,169
86,104,197

Depreciation and
amortization

for the year - ( 17,031,977 ) ( 7,635,918) ( 3,795,559 ) ( 3,845,422 ) ( 1,221,864 ) - ( 33,530,740 )

Net carrying amount P 140,896,820 P 170,588,299 P 39,483,966 P 12,602,929 P 8,936,688 P 1,130,735 P 269,748,169 P 643,387,606

- 49 -

Land Building
Office
Equipment
Transportation
Equipment
Furniture
and Fixture
Leasehold
Improvements
Construction
in Progress Total

Balance at January 1,

2019 net of
accumulated

depreciation and

amortization
Additions
P 139,198,121
595,939
P 101,162,265 P
2,985,847
35,625,071 P
9,964,093
23,655,750 P
7,152,251
9,042,902 P
4,535,518 -
362,801 P 16,673,810 P
55,405,275
325,720,720
80,638,923

Reclassification
Depreciation and
- - ( 246,142 ) ( 16,778,571 ) ( 144,982 ) ( 24,643 ) - ( 17,194,338 )

amortization
for the year - ( 21,071,791 ) ( 6,509,730 ) ( 2,808,646 ) ( 3,413,701 ) ( 240,457 ) - ( 34,044,325 )

Net carrying amount P 139,794,060 P 83,076,321 P 38,833,292 P 11,220,784 P 10,019,737 P 97,701 P 72,079,085 P 355,120,980

Balance at January 1,
2018 net of

accumulated
depreciation and

amortization P - P 119,673,564 P 35,611,815 P 8,523,765 P 10,005,903 P 550,686 P 603,709 P 174,969,442

Additions
Depreciation and
139,198,121 3,579,103 5,674,806 16,907,688 2,455,740 49,286 16,070,101 183,934,845

amortization
for the year - ( 22,090,402 ) ( 5,661,550 ) ( 1,775,703 ) ( 3,418,741 ) ( 237,171 ) - ( 33,183,567 )

Net carrying amount P 139,198,121 P 101,162,265 P 35,625,071 P 23,655,750 P 9,042,902 P 362,801 P 16,673,810 P 325,720,720

Depreciation and amortization expense on property and equipment is presented as part

of Operating Expenses (see Note 19).

In 2020, the Group reclassified certain retail building previously presented as

Investment Properties with an aggregate amount of P86,104,197 to property and

equipment (see Note 13) because CLI used these units as one of its offices starting

2020.

Certain building, office equipment, furniture and fixtures and leasehold improvements

with a total carrying amount of P64,404,721 and P70,260,964 as at December 31, 2020

and 2019, respectively, are used as collateral for certain interest-bearing loans and

borrowings of the Parent Company (see Note 15.1).

As at December 31, 2020 and 2019, the cost of the Group’s fully depreciated property

and equipment that are still used in operations amounts to P80,220,251 and

P67,434,959, respectively.

12. LEASES

In 2020 and 2019, the Group entered into lease contracts, as lessee, for leases of land

and an office space. With the exception of short-term leases and leases of low-value

underlying assets, each lease is presented in the consolidated statements of financial

position as Right-of-use Assets and the corresponding obligation, as Lease Liabilities.

Variable lease payments which do not depend on an index or a rate are excluded from

the initial measurement of the lease liability and asset.

Each lease generally imposes a restriction that, unless there is a contractual right for the

Group to sublease the asset to another party, the right-of-use asset can only be used by

the Group. Leases are either non-cancellable or may only be cancelled by incurring a

substantive termination fee. Some leases contain an option to purchase the underlying

lease asset outright at the end of the lease, or to extend the lease for a further term.

Under the lease contracts, the Group is prohibited from selling or pledging the

underlying leased assets as security. For the lease of an office space, the Group must

keep the related property in a good state of repair and return the property in good state

at the end of the lease. For the lease on the land, the Group must insure all the

improvements made on the property.

- 50 -

The table below describes the nature of the Group’s leasing activities by type of

right-of-use asset recognized in the 2020 and 2019 consolidated statement of financial

position.

Number of Number of

Number of right Number of leases with leases with


of-use assets Lease leases with purchase termination

leased term extension option option options

Land 2 40 - 43 years - - -

Office space 1 3 years 1 - 1

12.1 Right-of-use Assets

The carrying amounts of the Group’s right-of-use assets as at December 31, 2020 and

2019 and the movements during the year are shown below.

Land Office Space Total

December 31, 2020

Cost

Balance at beginning of year P 171,439,329 P 8,556,881 P179,996,210

Additions 818,482,704 - 818,482,704

Amendment of lease contract ( 18,685,338 ) - ( 18,685,338 )

Balance at end of year 971,236,695 8,556,881 979,793,576

Accumulated amortization

Balance at beginning of year 4,285,983 950,764 5,236,747

Amortization 22,022,497 1,629,883 23,652,380

Balance at end of year 26,308,480 2,580,647 23,652,380

Carrying amount at

December 31, 2020 P 944,928,215 P 5,976,234 P950,904,449

December 31, 2019

Cost

Balance at beginning of year P - P - P -

Additions 171,439,329 8,556,881 179,996,210

Balance at end of year 171,439,329 8,556,881 179,996,210

Accumulated amortization

Balance at beginning of year - - -

Amortization 4,285,983 950,764 5,236,747

Balance at end of year

Carrying amount at

December 31, 2019 P 167,153,346 P 7,606,117 P174,759,463

The additional right-of-use assets in 2020 pertains to a lease contract for a period of 43

years covering a piece of land which will be the site of another real estate project (leasing

and hotel operations) of the Group.

- 51 -

12.2 Lease Liabilities

Lease liabilities presented in the consolidated statement of financial position as follows:

2020 2019

Current P 1,634,080 P 1,775,306

Non-current 833,099,895 138,501,152

P 834,733,975 P 140,276,458

The Group is fully liable for the rentals on the remaining term of the lease of office

space, including any interest, penalties, utility charges and damages for termination prior

to expiration of the contract. The contract of lease on land does not provide for any

future lease termination and extension options.

The Group paid an advanced rental of P100,944,000 and P50,000,000 in 2020 and 2019,

respectively, at the start of the lease of land and will be applied to the first three to

five years of the lease term. This amount was deducted to the lease liabilities as at

December 31, 2020 and 2019.

The lease liabilities are secured by the related underlying assets. The undiscounted

maturity analysis of lease liabilities are as follows:

Within 1 to 2 2 to 3 3 to 4 4 to 5 More than

1 year years years years years 5 years Total

December 31, 2020


Lease payments P 38,469,635 P 20,241,703 P 37,437,295 P 37,880,948 P 37,189,895 P3,178,713,559 P 3,349,933,035

Finance charges ( 36,835,555 ) ( 81,689,153 ) ( 62,378,791 ) ( 64,316,641 ) ( 66,399,267 ) ( 2,203,579,653 ) ( 2,515,199,060 )

Net present values P 1,634,080 P 39,986,155 P 24,941,496 P 26,435,693 P 29,209,372 P 975,133,906 P 834,733,975

December 31, 2019

Lease payments P 2,175,863 P 1,838,143 P 1,930,050 P 3,027,053 P 13,410,229 P 699,967,572 P 722,348,910


Finance charges ( 400,557 ) ( 321,592 ) ( 233,053 ) ( 134,141 ) ( 1,035,489 ) ( 579,947,620 ) ( 582,072,452 )

Net present values P 1,775,306 P 1,516,551 P 1,696,997 P 1,892,412 P 12,374,740 P 121,020,452 P 140,276,458

12.3 Lease Payments Not Recognized as Liabilities

The Group has elected not to recognize a lease liability for short-term leases or for

leases of low-value assets. Payments made under such leases are expensed on a straight-

line basis. In addition, certain variable lease payments are not permitted to be

recognized as lease liabilities and are expensed as incurred. The expense relating to

short-term leases and low-value assets has an aggregate amount of P18,441,626,

P33,941,185 and P15,275,105 in 2020, 2019 and 2018, respectively, and is presented as

Rent under Operating Expenses in the consolidated statements of profit of loss

(see Note 19).

12.4 Additional Profit or Loss and Cash Flow Information

The total cash outflow in respect of leases amounted to P162,467,669 and P50,567,000

in 2020 and 2019, respectively. These include the interest expense in relation to the

lease liabilities amounting to P57,127,820 and P10,847,248, respectively, for the same

periods ended, and is presented as part of Interest expense on lease liabilities under

Finance Costs in the consolidated statement of profit or loss (see Note 21).

- 52 -

13. INVESTMENT PROPERTIES

The Group’s investment properties include parcels of land held for development of

properties, condominium units and retail building for lease. The gross carrying amounts

and accumulated depreciation of investment properties at the beginning and end of

2020 and 2019 are shown below.

Retail
Building
Condominium
Units
Parking
Units Land
Construction
in Progress Total

December 31, 2020


Costs P 595,061,927 P 551,960,802 P 31,371,804 P 5,742,622,708 P 3,287,906,544 P10,208,923,785

Accumulated depreciation ( 33,635,295) ( 75,583,112) ( 5,962,316) - - ( 115,180,723 )

Carrying amount P 561,426,632 P 476,377,690 P 25,409,488 P 5,742,622,708 P 3,287,906,544 P10,093,743,062

December 31, 2019


Costs P 100,228,005 P 285,413,555 P 31,371,804 P 5,742,274,541 P 2,821,044,269 P 8,980,332,174

Accumulated depreciation ( 15,112,259) ( 55,981,489) ( 4,393,726) - - ( 75,487,474 )

Carrying amount P 85,115,746 P 229,432,066 P 26,978,078 P 5,742,274,541 P 2,821,044,269 P 8,904,844,700

January 1, 2019

Costs P 45,228,005 P 285,413,555 P 31,371,804 P 4,576,694,945 P 816,408,411 P 5,755,116,720

Accumulated depreciation ( 11,475,859) ( 41,710,811) ( 2,825,136) - - ( 56,011,806 )

Carrying amount P 33,752,146 P 243,702,744 P 28,546,668 P 4,576,694,945 P 816,408,411 P 5,699,104,914

A reconciliation of the carrying amounts of investment properties at the beginning and

end of year 2020 and 2019 is shown below.

Retail Condominium Parking Construction

Building Units Units Land in Progress Total

Balance at January 1, 2020

net of accumulated

depreciation P 85,115,746 P 229,432,066 P 26,978,078 P 5,742,274,541 P 2,821,044,269 P 8,904,844,700


Additions - - 348,167 2,311,995,526 2,312,343,693

Reclassifications 494,833,922 266,547,247 - - ( 1,845,133,252) ( 1,083,752,083 )

Depreciation during the year ( 18,523,036) ( 19,601,623) ( 1,568,590) - - ( 39,693,249)

Balance at December 31, 2020

net of accumulated
depreciation P 561,426,632 P 476,377,690 P 25,409,488 P 5,742,622,708 P 3,287,906,544 P10,093,743,062

Balance at January 1, 2019


net of accumulated

depreciation P 33,752,146 P 243,702,744 P 28,546,668 P 4,576,694,945 P 816,408,411 P 5,699,104,914

Additions 55,000,000 - - 20,821,063 2,456,595,714 2,532,416,777


Reclassifications - - - 1,144,758,533 ( 451,959,856) 692,798,677

Depreciation during the year ( 3,636,400) ( 14,270,678) ( 1,568,590) - - ( 19,475,668 )

Balance at December 31, 2019

net of accumulated

depreciation P 85,115,746 P 229,432,066 P 26,978,078 P 5,742,274,541 P 2,821,044,269 P 8,904,844,700

In 2020, the Group reclassified investment properties totaling P997,649,685 and

P86,104,197 to real estate inventories and property and equipment, respectively

(see Note 7). In 2019, deposits on land for future development of 1,144,758,533 were

transferred to investment properties (see Note 8) and investment properties of

P451,959,856 were reclassified to real estate inventories (see Notes 7).

Borrowing costs that are capitalized as part of investment property amounted to

P224,350,878 and P160,418,146 in 2020 and 2019, respectively, which represents the

general and specific borrowing costs incurred on loans and corporate notes obtained to

fund the construction projects (see Note 15).

Income and expenses from investment properties for the years ended December 31,

2020, 2019 and 2018 are presented below.

- 53 -

Notes 2020 2019 2018

Rental income: 17.1

Retail building P 52,925,898 P 32,594,457 P 21,801,714

Condominium units 1,837,157 29,929,142 35,062,970

Parking units 474,917 635,595 616,187

P 55,237,972 P 63,159,194 P 57,480,871

Expenses:

Depreciation P 39,693,249 P 19,475,668 P 18,097,781

Real property taxes - 179,375 717,228

18 P 39,693,249 P 19,655,043 P 18,815,009

The expenses are included as part of Cost of Sales and Services in the consolidated

statements of profit or loss in 2020, 2019 and 2018 (see Note 18).

Investment properties have a total fair value of P11,943,650,421 and P10,242,045,810

as at December 31, 2020 and 2019, respectively, based on the appraisal done by an

independent expert [see Note 31.3(c)]. On the basis primarily of the foregoing

valuations, management has assessed that no impairment loss is required to be provided

on the Group’s investment properties as at December 31, 2020 and 2019

[see also Note 3.2(f)].

Investment property with a total carrying amount of P1,798,577,632 and

P1,041,408,890 as at December 31, 2020 and 2019, respectively, are used as collateral

for certain interest-bearing loans and borrowings of the Parent Company

(see Note 15.1).

14. OTHER NON-CURRENT ASSETS

This account includes the following:

2020 2019

Advances to subcontractors P 209,505,401 P -

Refundable deposits 78,003,269 66,028,148

Deposits on

Computer software – net of accumulated

amortization of P14,162,057 and

P6,918,804, respectively 35,869,967 34,153,195

Advance payment for future

investment in equity securities 5,468,752 5,468,752

Deferred input VAT 5,549,979 4,624,926

Others 2,647,358 2,313,425

P 337,044,725 P 112,588,446

Advances to subcontractors include advance payments for materials, payment of labor

and overhead expenses for on-going construction of investment properties. These are

applied against the progress billings of subcontractors.

- 54 -

Refundable deposits pertain to recoverable payments, which are expected to be realized

at the termination of the contract, to lessors and various payees. These are measured at

amortized cost.

The total additions to computer software amounted to P8,960,023, P33,955,601 and

P1,620,697 in 2020, 2019 and 2018, respectively. The amortization expense on the

computer software amounted to P7,243,253, P2,007,251 and P1,193,010 in 2020, 2019

and 2018, respectively, and is presented as part of Depreciation and amortization under

Operating Expenses (see Note 19).

15. INTEREST-BEARING LOANS AND BORROWINGS

The outstanding balance of interest-bearing loans and corporate notes are presented

in the consolidated statements of financial position as follows:

Note 2020 2019

Current

Bank loans 15.1 P 1,416,685,017 P 2,627,759,378

Corporate notes 15.2 2,017,857,143 -

3,434,542,160 2,627,759,378

Non-current

Bank loans 15.1 7,533,149,676 7,295,952,571

Corporate notes 15.2 12,826,291,875 6,923,044,628

20,359,441,551 14,218,997,199

P23,793,983,711 P16,846,756,577

15.1 Bank Loans

An analysis of the movements in the balance of interest-bearing loans is presented

below.

2020 2019

Balance at beginning of year P 9,923,711,949 P 7,695,350,556

Proceeds and drawdowns – net 4,692,123,374 6,487,770,230

Repayments ( 5,672,248,77 ) ( 4,265,207,842 )

Amortization of debt issue costs 6,248,142 5,799,005

Balance at end of year P 8,949,834,693 P 9,923,711,949

The unamortized debt issue cost as at December 31, 2020 and 2019 amounts to

P22,600,198 and P22,038,714, respectively. A reconciliation of the unamortized debt

issue cost at the beginning and end of 2020 and 2019 is shown below.

2020 2019

Balance at beginning of year P 22,038,714 P 7,145,451

Debt issue costs from new loans 6,809,626 20,692,268

Amortization of debt issue cost ( 6,248,142) ( 5,799,005 )

Balance at end of the year P 22,600,198 P 22,038,714

- 55 -

The loans bear interest rates per annum ranging from 1.84% to 7.13% in 2020, 3.71%

to 7.75% in 2019 and 2.75% to 7.37% in 2018. Certain loans are collateralized by the

specific projects and developments and certain property and equipment for which the

loans were obtained. The cost of such projects aggregating to P8,176,936,270 and

P10,231,449,984 as at December 31, 2020 and 2019, respectively, are included in the

Real Estate Inventory, Property and Equipment and Investment Properties accounts in

the consolidated statements of financial position (see Notes 7, 11 and 13).

In 2020, the Group availed of new bank loans totaling P4,692,123,374, net of debt

issuance cost, which bear interest ranging from 4.00% to 6.25% and have maturity dates

ranging from 2021 to 2027. Loans obtained in 2019 from various commercial banks

totaling P6,487,770,230, net of debt issuance cost, bear interest ranging from 4.18% to

6.50% and have maturity dates ranging from 2020 to 2034.

The total interest incurred from the foregoing loans, including amortization of debt

issuance cost, amounted to P475,802,271, P469,894,618 and P290,309,916 in 2020,

2019 and 2018, respectively, and of which P473,363,035, P436,265,022 and

P221,240,157 were capitalized as part of construction costs (see Notes 7 and 13).

15.2 Corporate Notes

The Parent Company and various financial institutions executed a Notes Facility

Agreement (NFA) for the issuance of long-term corporate notes (LTCN) and

short-dated note (SDN) amounting to P13,000,000,000 and P2,000,000,000,

respectively.

2020 2019

Balance at beginning of year P6,923,044,628 P 2,945,929,755

Proceeds and drawdowns – net 7,891,875,689 3,965,935,843

Amortization of debt issue cost 29,228,701 11,179,030

Balance at end of the year P14,844,149,018 P 6,923,044,628

The NFA is composed of the following tranches:

Date Principal

NFA Executed Tranche Tenor Amount

LTCN 03/05/2020 Series D Five years P 1,300,000,000

Series E Seven years 5,700,000,000

Series F Ten years 1,000,000,000

07/20/2018 Series A Seven years 2,500,000,000

Series B Ten years 1,000,000,000

Series C Ten years with repricing on

the interest rate re-setting

date 1,500,000,000

P13,000,000,000

SDN 10/25/2019 18 months from drawdown

date P 2,000,000,000

- 56 -

The Parent Company made the following drawdowns from the NFA.

Interest

Year Tranche Rate Maturity Dates Amount

2020 Series D 3.46% September 2025 P 1,300,000,000

Series E 4.00% - 4.66% April 2027 5,700,000,000

Series F 4.23% - 5.23% March 2030 1,000,000,000

P 8,000,000,000

2019 Series A 7.25% January 2026 P 2,000,000,000


SDN 4.75% April 2021 2,000,000,000

P 4,000,000,000

2018 Series A 7.25% December 2025 P 500,000,000

Series B 6.63% August – September 2028 1,000,000,000

Series C 6.75% October – December 2028 1,500,000,000

P 3,000,000,000

In 2020 and 2019, the Parent Company recognized debt issuance costs for new NFA

amounting to P108,124,311 and P34,064,157, respectively, which has a carrying amount

of P185,079,683 and P76,955,372 as at December 31, 2020 and 2019, respectively, in

relation to the drawdowns from the NFA. The debt issuance cost amortization in 2020

and 2019 amounted to P29,228,701 and P11,179,030 , respectively. The debt issuance

costs are deducted from the fair value or issue price of the note.

The total interest incurred related to the NFA, including amortization of debt issuance

cost, amounted to P655,265,056 and P366,280,108 in 2020 and 2019, respectively, of

which P649,026,850 and P366,280,108 was capitalized as part of real estate inventories

and investment properties in 2020 and 2019, respectively (see Notes 7 and 13).

The Parent Company is required to maintain the financial ratios with respect to

(a) maximum debt to equity ratio of 2.5:1; (b) minimum current ratio of 1:1; and,

(c) minimum interest coverage ratio of 3:1. As of December 31, 2020 and 2019, the

Parent Company is compliant with the requirements.

The total interest expense related to the above loans, which are included as part of

Finance Costs in the consolidated statements of profit or loss, amounted to P8,677,442,

P33,629,596 and P88,467,056 in 2020, 2019 and 2018, respectively (see Note 21). The

accrued interest on these loans amounts to P125,799,424 and P77,568,113 as of

December 31, 2020 and 2019, respectively, and is presented as part of Accrued expenses

under the Trade and Other Payables account in the consolidated statements of financial

position (see Note 16).

- 57 -

16. TRADE AND OTHER PAYABLES

This account is composed of the following:

Note 2020 2019

Current:

Unbilled construction costs P 3,444,486,727 P 1,739,034,574

Trade payables 1,717,167,163 2,255,668,095

Sales commissions payable 1,251,685,699 903,229,455

Retention payable 320,853,275 343,069,374

Accrued expenses 15 153,204,848 116,222,019

Output VAT 99,119,283 28,736,523

Government-related obligations 28,764,646 76,456,523

Advances from NCI for future

stock subscription in subsidiaries - 20,000,000

Other payables 241,950,723 219,493,465

7,257,232,364 5,701,910,028

Non-current:

Retention payable 209,603,913 67,508,171

Advance rental 14,493,616 10,006,362

Other payables 2,336,904 4,102,433

226,434,433 81,616,966

P 7,483,666,797 P 5,783,526,994

Trade payables mainly represent outstanding obligations to owners of parcels of land

acquired, subcontractors and suppliers of construction materials.

Unbilled construction costs pertain to estimated obligations to contractors for services

already performed but not yet billed to the Group.

Retention payable pertains to amount withheld from payments made to contractors to

ensure compliance and completion of contracted projects equivalent to 10% of every

billing made by the contractor. Portion of the amount retained that is not expected to

be paid within 12 months from the end of the reporting period is presented as part of

non-current liabilities in the consolidated statements of financial position.

Accrued expenses pertain to accruals for interest, contracted services, security services,

professional fees and other recurring accruals in the Group’s operations.

Current portion of the other payables are mostly construction bonds from various

subcontractors.

- 58 -

17. REVENUE FROM CONTRACTS WITH CUSTOMERS AND CONTRACT

BALANCES

17.1 Disaggregation of Contract Revenues

The Group derives revenue from the transfer of goods and services over time and at a

point in time. Presented below are revenues from its major product lines and

geographical areas for the year ended December 31, 2020.

Cebu Visayas Mindanao Luzon Total

Sale of real estate units

Over time P 3,930,384,286 P 1,910,041,689 P 1,781,112,311 P - P 7,621,538,286

At a point in time 387,048,809 - 99,985,234 37,860,000 524,894,043

4,317,433,095 1,910,041,689 1,881,097,545 37,860,000 8,146,432,329

Lease of properties

Over time 55,237,972 - - - 55,237,972

Hotel operations

Over time 54,558,131 - - - 54,558,131

Render of management services

Over time 29,162,597 - 6,709,289 6,720,000 42,591,886

P 4,456,391,795 P 1,910,041,689 P 1,887,806,834 P 44,580,000 P 8,298,820,318

Presented below are revenues from its major product lines and geographical areas for

the year ended December 31, 2019.

Cebu Visayas Mindanao Luzon Total

Sale of real estate units

Over time P 3,275,592,365 P 1,682,132,713 P 1,659,000,384 P - P 6,616,725,462

At a point in time 1,523,021,590 - 228,159,443 22,620,000 1,773,801,033

4,798,613,955 1,682,132,713 1,887,159,827 22,620,000 8,390,526,495

Lease of properties

Over time 63,159,194 - - - 63,159,194

Hotel operations
Over time 8,524,756 - - - 8,524,756

Render of management services

Over time 34,635,393 - 2,202,097 - 36,837,490

P 4,904,933,298 P 1,682,132,713 P 1,889,361,924 P 22,620,000 P 8,499,047,935

Below is the revenue of its major product lines and in geographical areas for the year

ended December 31, 2018:

Cebu Mindanao Bacolod Dumaguete Total

Sale of real estate units

Over time P 4,117,685,634 P 1,588,688,880 P 584,933,339 P 197,151,812 P 6,488,459,665


At a point in time 204,078,095 - - - 204,078,095

4,321,763,729 1,588,688,880 584,933,339 197,151,812 6,692,537,760

Lease of properties
Over time 57,480,871 - - - 57,480,871

Render of management services

Over time 12,920,716 - - - 12,920,716

P 4,392,165,316 P 1,588,688,880 P 584,933,339 P 197,151,812 P 6,762,939,347

- 59 -

17.2 Contract Balance

The breakdown of contract balances is as follows:

2020 2019

Contract assets – net P 13,856,650,495 P 8,892,510,028

Contract liabilities ( 532,649,347 ) ( 418,967,659 )

Contract assets – net P 13,324,001,148 P 8,473,542,369

A reconciliation of the opening and closing balance of Contract Assets is shown below.

2020 2019

Balance at beginning of year P 8,892,510,028 P 5,442,125,993

Performance of property

development 7,311,316,565 5,317,763,752

Transfers to contract receivables ( 2,104,784,396) ( 1,513,281,842 )

Collections ( 242,391,701) ( 403,586,064 )

Reversal of impairment losses - ( 49,488,189 )

Balance at end of year P13,856,650,495 P 8,892,510,028

The Group recognizes contract assets, due to timing difference of payment and

satisfaction of performance obligation, to the extent of satisfied performance obligation

on all open contracts as of the end of the reporting period. Its classification and

presentation in the statement of financial position is based on the Group’s estimate of

project completion, hence, any change in estimated completion period affects transfers

to contracts receivables. The Group’s contract assets as at December 31, 2020 and 2019

are presented in the consolidated statements of the financial position as follows:

2020 2019

Current P 3,642,591,056 P 3,799,666,118

Non-current 10,214,059,439 5,092,843,910

P13,856,650,495 P 8,892,510,028

A reconciliation of the opening and closing balance of Contract Liabilities is shown in

below.

2020 2019

Balance at beginning of year P 418,967,659 P 457,927,612

Revenue recognized that was included in

contract liability at the beginning of year ( 218,652,268 ) ( 310,669,774 )

Increase due to cash received excluding amount

recognized as revenue during the year 332,333,956 271,709,821

Balance at end of year P 532,649,347 P 418,967,659

- 60 -

Contract liabilities pertains collections from buyers that are ahead of the stage of

completion of the real estate units sold. Collections from buyers on sale of real estate

units where the gating criteria for recognition of sales contract have yet to be met are

accounted for and presented as Customers’ Deposits in the consolidated statements of

financial position. The balance of Customers’ Deposits amounts to P196,124,012 and

P191,042,919 as at December 31, 2020 and 2019, respectively.

Changes in the contract assets and contract liabilities are recognized by the Group when

a right to receive payment is already established and upon performance of unsatisfied

performance obligation, respectively.

18. COST OF SALES AND SERVICES

Components of costs of sales and services are analyzed below (see Note 19).

Note 2020 2019 2018

Cost of real estate sales P 4,208,259,774 P 4,264,594,712 P 3,110,027,278

Cost of rental services:

Depreciation 39,693,249 19,475,668 18,097,781

Real property taxes - 179,375 717,228

13 39,693,249 19,655,043 18,815,009

Cost of management services:

Salaries and wages 14,537,862 11,005,552 7,217,628

Materials and supplies - 25,532 -

14,537,862 11,031,084 7,217,628

Cost of hotel operations:

Salaries and wages 5,971,450 3,302,116 -

Materials and supplies 6,030,712 1,094,126 -

Advertising and promotion 2,532,464 389,946 -

Utilities 2,535,861 354,126 -

Others 2,550,086 263,824 -

19,620,573 5,404,138 -

P 4,282,111,458 P 4,300,684,977 P 3,136,059,915

Cost of real estate sales are further broken down as follows:

Note 2020 2019 2018

Contracted services 19 P3,463,826,643 P3,428,692,309 P2,430,807,113

Land 19 201,523,220 661,053,922 579,191,014

Borrowing costs 19 394,329,036 135,900,814 88,478,442

Other costs 148,580,875 38,947,667 11,550,709

P4,208,259,774 P4,264,594,712 P3,110,027,278

- 61 -

19. OPERATING EXPENSES BY NATURE

Details of operating expenses by nature are shown below.

Notes 2020 2019 2018

Contracted services 18 P 3,463,826,643 P 3,428,692,309 P 2,430,807,113

Commissions 9 429,725,150 301,751,479 264,860,997

Borrowing costs 7, 18 394,329,036 135,900,814 88,478,442

Salaries and employee

benefits 23.1 367,286,580 310,036,149 220,794,631

Land 18 201,523,220 661,053,922 579,191,014

Taxes and licenses 166,834,481 142,468,633 141,431,621

Professional and legal fees 115,756,965 37,301,481 28,883,240

Depreciation and 11, 12,

amortization 13, 14 104,119,622 60,763,991 52,474,358

Advertising 44,096,688 66,026,270 53,594,172

Utilities 34,342,361 20,107,148 21,803,010

Hotel operations 31,545,278 5,404,138 -

Repairs and maintenance 20,918,624 75,141,734 12,027,943

Transportation and travel 20,397,177 26,073,764 26,839,560

Rent 12.3,

28.2 18,441,626 33,941,185 15,275,105

Representation and

entertainment 17,119,169 11,703,055 12,367,064


Supplies 16,205,708 10,106,696 6,387,294

Donations 15,427,666 2,611,027 8,170,000

Security services 14,995,988 14,783,785 9,727,211

Insurance 12,209,359 9,198,360 12,034,422

Communications 8,931,604 5,574,538 6,154,359

Subscription and

membership dues 8,845,166 12,868,161 5,619,552

Trainings and seminars 453,611 1,405,783 1,488,291

Others 42,045,139 72,971,563 31,542,070

P 5,548,032,317 P 5,445,885,985 P 4,029,951,469

Borrowing costs pertains to those interest that were capitalized as part of real estate

inventory but expensed when the related asset was sold.

The expenses are classified in the consolidated statements of profit or loss as follows:

Note 2020 2019 2018

Cost of sales and services 18 P 4,282,111,458 P 4,300,684,977 P 3,136,059,915

Operating expenses 1,265,920,859 1,145,201,008 893,891,554

P 5,548,032,317 P 5,445,885,985 P 4,029,951,469

- 62 -

20. OTHER OPERATING INCOME

This account is composed of the following:

2020 2019 2018

Administrative charges P 21,381,617 P 7,655,208 P 5,139,183

Water service fee 9,019,740 4,519,195 -

Reservation fees foregone 8,460,301 182,922 22,090,887

Documentation fee 7,591,518 3,718,750 287,857

Reversal of payables 6,486,587 7,475,576 3,520,559

Late payment penalties

charged to customers 5,718,465 4,804,671 721,961

Utilities charged to tenants 3,647,996 4,654,457 -

Foreign exchange gains 2,484,376 1,023,843 38,457

Concession income 1,803,088 - -

Referral incentive 75,728 34,644 202,845

Refund from lot acquisitions - 17,135,227 -

Others 1,928,404 1,928,890 1,498,641

P 68,597,820 P 53,133,383 P 33,500,390

Refund from lot acquisitions pertain to the refund from seller of property for

overpayments made.

Reversal of payables pertains to recoveries from cancelled contracts with certain

building contractors.

Administrative charges pertain to standard fees charged to the buyers when they

withdraw from the sale.

21. FINANCE COSTS

This is composed of the following:

Notes 2020 2019 2018

Interest expense on:

Lease liabilities 12.4 P 57,127,820 P 10,847,248 P -

Loans 15.1,

15.2 8,677,442 33,629,596 88,467,056

Post-employment

defined benefit

obligation 23.2 - 449,368 310,716

Day one loss, net of

amortization of

non-current

contracts receivables 6 - - 42,964,142

Bank charges - - 830,408

P 65,805,262 P 44,926,212 P 132,572,322

Interest expense on loans is the portion not capitalized as part of real estate inventory

(see Notes 7 and 15).

- 63 -

22. FINANCE INCOME

This is composed of the following:

Notes 2020 2019 2018

Amortization of day one

loss on non-current

contract receivables - net 6 P 30,761,435 P 26,971,237 P -

Interest income on banks 5 8,701,101 24,599,602 18,861,865

Others 245,725 349,906 -

P 39,708,261 P 51,920,745 P 18,861,865

23. EMPLOYEE BENEFITS

23.1 Salaries and Employee Benefits

Expenses recognized for salaries and employee benefits are presented below.

Notes 2020 2019 2018

Short-term employee

benefits P 369,487,729 P 303,543,435 P 217,063,952

Post-employment defined

benefit expense (income) 23.2 ( 2,201,149 ) 6,492,714 3,730,679

19 P 367,286,580 P 310,036,149 P 220,794,631

23.2 Post-Employment Benefit Plan

(a) Characteristics of the Defined Benefit Plan

The Group maintains a funded and non-contributory post-employment benefit

plan that is being administered by a trustee bank that is legally separated from the

Group. The trustee bank manages the fund in coordination with the Group’s top

management who acts in the best interest of the plan assets and is responsible for

setting the investment policies. The post-employment plan covers all regular full-

time employees.

The normal retirement age is 60 with a minimum of five years of credited service.

The plan also provides for an early retirement at age 50 with a minimum of five

years of credited service and late retirement after age 60, both subject to the

approval of the Group’s BOD. Normal retirement benefit is an amount equivalent

to 50% of the final monthly covered compensation (average monthly basic salary

during the last 12 months of credited service) for every year of credited service.

(b) Explanation of Amounts Presented in the Consolidated Financial Statements

Actuarial valuations are made annually to update the post-employment defined

benefit costs and the amount of contributions. All amounts presented in the

succeeding pages are based on the actuarial valuation reports obtained from an

independent actuary in 2020 and 2019.

- 64 -

The amounts of post-employment defined benefit asset (obligation) recognized in

the consolidated statements of financial position are determined as follows:

2020 2019

Present value of the obligation P 35,484,952 P 30,455,692

Fair value of plan assets ( 34,863,768) ( 36,379,276 )

(P 621,184) P 5,923,584

The movements in the present value of the post-employment defined benefit

obligation recognized in the books are presented below.

2020 2019

Balance at beginning of year P 30,455,692 P 30,075,774

Current service cost 4,478,160 6,492,714

Past service cost ( 6,679,309) -

Interest cost 1,565,423 2,264,706

Benefits paid ( 2,285,872) ( 83,772 )

Remeasurements – actuarial losses

(gains) arising from:

Experience adjustments 44,456,648 ( 26,927,039 )

Changes in financial assumptions 2,395,087 16,523,250

Changes in demographic assumptions ( 38,900,877) 2,110,059

Balance at end of year P 35,484,952 P 30,455,692

The movements in the fair value of plan assets are presented below.

2020 2019

Balance at beginning of year P 36,379,276 P 24,108,080

Contributions to the plan - 10,491,622

Interest income 1,811,148 1,815,338

Benefits paid ( 2,285,872) ( 83,772)

Return on plan assets (excluding

amounts included in net interest) ( 1,040,784) 48,008

Balance at end of year P 34,863,768 P 36,379,276

The composition of the fair value of plan assets at the end of the reporting period

by category and risk characteristics is shown below.

2020 2019

Cash and cash equivalents P 32,505 P 4,019,910

Receivables 1,355,672 -

Financial assets at FVTPL

Unitized investment funds 27,521,395 20,707,084

Government securities 5,954,196 11,652,282

P 34,863,768 P 36,379,276

- 65 -

The fair values of the above unitized investment funds are determined based on

quoted market prices in active markets (classified as Level 1 of the fair value

hierarchy).

Plan assets do not comprise any of the Group’s own financial instruments or any

of its assets occupied and/or used in its operations. The plan assets recognized a

losses of P1,040,784 in 2020 and P1,055,359 in 2018, and income of P48,008 in

2019.

The components of amounts recognized in profit or loss and other comprehensive

income in respect of the defined benefit post-employment plan are as follows:

2020 2019 2018

Recognized in profit or loss

Current service cost - net (P 2,201,149 ) P 6,492,714 P 3,730,679

Net interest expense (income)

on defined benefit obligation ( 245,725 ) 449,368 310,716

(P 2,446,874 ) P 6,942,082 P 4,041,395

Recognized in other comprehensive income

Actuarial losses (gains) arising

from changes in:

Experience adjustments P 44,456,648 (P 26,927,039 ) P 8,791,265

Financial assumptions 2,395,087 16,523,250 -

Demographic assumptions ( 38,900,877) 2,110,059 ( 7,283,839 )

Loss (return) on plan assets

(excluding amounts included

in net interest expense) 1,040,784 ( 48,008 ) 1,055,359

P 8,991,642 ( P 8,341,738 ) P 2,562,785

The net interest expense (income) is included in Finance Costs (Income) in profit

or loss (see Note 21).

Amounts recognized in other comprehensive income (loss) were included within

items that will not be reclassified subsequently to profit or loss.

In determining the amounts of the defined benefit post-employment obligation, the

following significant actuarial assumptions were used:

2020 2019 2018

Discount rates 3.95% 5.14% 7.53%

Salary increase rates 7.00% 7.00% 8.00%

Assumptions regarding future mortality experience are based on published statistics

and mortality tables. The average remaining working lives of an individual retiring

at the age of 60 is 26 both for males and females. These assumptions were

developed by management with the assistance of an independent actuary. Discount

factors are determined close to the end of each reporting period by reference to the

interest rates of zero-coupon government bonds with terms to maturity

approximating to the terms of the post-employment obligation. Other assumptions

are based on current actuarial benchmarks and management’s historical experience.

- 66 -

(c) Risks Associated with the Retirement Plan

The plan exposes the Group to actuarial risks such as investment risk, interest rate

risk, longevity risk and salary risk.

(i) Investment and Interest Risks

The present value of the defined benefit obligation is calculated using a discount

rate determined by reference to market yields of government bonds. Generally,

a decrease in the interest rate of a reference government bonds will increase the

plan obligation. However, this will be partially offset by an increase in the return

on the plan’s investments in debt securities and if the return on plan asset falls

below this rate, it will create a deficit in the plan. Due to the long-term nature

of the plan obligation, a level of continuing equity investments is an appropriate

element of the Group’s long-term strategy to manage the plan efficiently.

(ii) Longevity and Salary Risks

The present value of the defined benefit obligation is calculated by reference to

the best estimate of the mortality of the plan participants both during and after

their employment, and to their future salaries. Consequently, increases in the

life expectancy and salary of the plan participants will result in an increase in the

plan obligation.

(d) Other Information

The information on the sensitivity analysis for certain significant actuarial

assumptions, the Group’s asset-liability matching strategy, and the timing and

uncertainty of future cash flows related to the retirement plan are as follows.

(i) Sensitivity Analysis

The following table summarizes the effects of changes in the significant

actuarial assumptions used in the determination of the post-employment

defined benefit obligation:

Impact on Post-employment Defined Benefit Obligation


Changes in Increase in Decrease in

Assumption Assumption Assumption

December 31, 2020

Discount rate +/-1.0% (P 1,279,317) P 1,482,791


Salary increase rate +/-1.0% 1,422,980 ( 1,256,261 )

December 31, 2019

Discount rate +/-1.0% (P 6,221,517) P 4,857,534


Salary increase rate +/-1.0% 6,035,484 ( 4,818,369 )

In addition, assuming there are no attrition rates, the increase in

post-employment defined benefit obligation would be P85,790,062 and

P26,485,966 for the years ended December 31, 2020 and 2019, respectively.

- 67 -

The foregoing sensitivity analysis is based on a change in an assumption while

holding all other assumptions constant. This analysis may not be representative

of the actual change in the defined benefit obligation as it is unlikely that the

change in assumptions would occur in isolation of one another as some of the

assumptions may be correlated.

Furthermore, in presenting the above sensitivity analysis, the present value of

the defined benefit obligation has been calculated using the projected unit credit

method at the end of the reporting period, which is the same as that applied in

calculating the defined benefit obligation recognized in the consolidated

statements of financial position.

The methods and types of assumptions used in preparing the sensitivity analysis

did not change compared to the previous years.

(ii) Asset-Liability Matching Strategies

To efficiently manage the retirement plan, the Group, through its Retirement

Plan Committee, ensures that the investment positions are managed in

accordance with its asset-liability matching strategy to achieve that long-term

investments are in line with the obligations under the retirement scheme. This

strategy aims to match the plan assets to the post-employment obligations by

investing in long-term fixed interest securities (i.e., government or corporate

bonds) with maturities that match the benefit payments as they fall due and in

the appropriate currency. The Group actively monitors how the duration and

the expected yield of the investments are matching the expected cash outflows

arising from the post-employment obligations.

There has been no change in the Group’s strategies to manage its risks from

previous periods.

(iii) Funding Arrangements and Expected Contributions

The Group does not expect to make a contribution during the next reporting

period.

The maturity profile of undiscounted expected benefit payments from the

plan follows (2020 is only for 10-year projection):

2020 2019

Within one year P 20,796,005 P 2,544,053

More than one year to five years 3,731,788 3,667,551

More than five years to ten years 5,403,336 8,516,813

More than ten years to 15 years - 8,838,609

More than 15 years to 20 years - 22,797,570

More than 20 years - 251,295,697

P 29,931,129 P 297,660,293

The weighted average duration of the defined benefit obligation at the end of

the reporting period is 3.9 years.

- 68 -

24. CURRENT AND DEFERRED TAXES

The Group was registered with the Board of Investments (BOI) as a developer of

various economic and low-cost housing projects. Accordingly, the Group enjoys an

income tax holiday on the BOI registered projects within three to four taxable years

from its registration. The Group has 17 and 15 registered projects with BOI as of

December 31, 2020 and 2019, respectively.

The components of tax expense relating to profit or loss and other comprehensive loss

(income) are as shown below.

2020 2019 2018

Reported in profit or loss:

Current tax expense:

Regular corporate income

tax (RCIT) at 30% P 147,796,447 P 153,290,028 P 92,981,634

Minimum corporate income

Tax (MCIT) at 2% 874,408 - -

Final income tax 1,785,428 4,918,642 3,033,301

150,456,283 158,208,670 96,014,935

Deferred tax expense relating

to origination and reversal of

temporary differences 565,397,304 585,347,545 342,594,139

P 715,853,587 P 743,556,215 P 438,609,074

Reported in other comprehensive income:

Deferred tax expense (income)

relating to origination and

reversal of temporary

differences (P 2,697,493) P 2,502,521 (P 768,836 )

A reconciliation of tax on pretax profit computed at the applicable statutory rates to tax

expense reported in the consolidated statements of profit or loss is presented below.

2020 2019 2018

Tax on pretax profit at 30% P 837,474,272 P 954,448,117 P 782,260,316

Adjustments for income subject

to lower tax rate ( 823,490) 1,215,137 ( 2,473,694 )

Tax effects of:

Timing difference from tax

exempt real estate sales ( 78,609,778) ( 713,862,517 ) ( 319,785,609 )

Tax-exempt sales ( 48,431,740) ( 120,095,181 ) ( 67,889,306)

Non-deductible expenses 4,867,412 620,344,359 25,754,052

Changes in unrecognized

deferred tax assets 1,376,911 1,506,300 20,743,315

Tax expense P 715,853,587 P 743,556,215 P 438,609,074

- 69 -

The net deferred tax liabilities relate to the following as of December 31:

2020 2019

Deferred tax liabilities:

Difference between tax reporting

base and financial reporting base

used in sales recognition P 1,818,028,603 P 1,159,960,387

Rental income 3,329,479 3,063,592

Post-employment defined benefit asset 212,884 1,777,075

Allowance for impairment 30,610 -

Others 385,320 -

1,821,986,896 1,164,801,054

Deferred tax assets:

Sales commissions ( 117,331,396) ( 38,454,339 )

Unamortized past service cost ( 2,935,601) -

Net lease liabilities ( 10,102,687) ( 1,459,993 )

Net operating loss carry-over (NOLCO) ( 1,333,186) -

( 131,702,870) ( 39,914,332 )

P 1,690,284,026 P 1,124,886,722

The components of deferred tax expense (income) are as follows:

Consolidated Statements Consolidated Statements

of Profit or Loss of Comprehensive Income


2019 2019 2018 2020 2019 2018

Deferred tax liabilities:


Difference between tax reporting

base and financial reporting base

used in sales recognition P 658,068,216 P 565,160,568 P 340,811,420 P - P - P -


Post-employment defined

benefit asset ( 1,564,191) 1,777,075 - - - -

Rental income 265,887 156,696 2,906,896 - - -


Allowance for impairment 30,610 13,694,142 ( 9,791,087 ) - - -

Others 385,320 - - - - -

Deferred tax assets:


Sales commissions ( 78,877,057) ( 2,481,910 ) 3,613,823 - - -

Net lease liabilities ( 8,642,694) ( 1,459,99 3) - - - -

Unamortized past service cost ( 2,935,601) - - - - -


NOLCO ( 1,333,186) 9,213,180 2,665,506 - - -

Post-employment defined benefit

obligation - ( 712,213 ) 2,387,581 ( 2,697,493) 2,502,521 ( 768,836 )

Deferred tax expense (income) P 565,397,304 P 585,347,545 P 342,594,139 (P 2,697,493) P 2,502,521 (P 768,836 )

NOLCO can be claimed as deduction from future taxable income within three and

five years from the year the taxable loss was incurred. In accordance with Bayanihan

to Recover as One Act 2, NOLCO incurred in 2020 by certain subsidiaries can be

claimed as deduction from the gross income until 2020. Details of the Group’s

NOLCO are shown below.

Inception Year Amount Utilized Expired Balance Expiry Year

2020 P 22,918,739 P - P - P 22,918,739 2025

2019 52,655,489 - - 52,655,489 2022

2018 86,238,765 14,927,620 - 71,401,145 2021


2017 3,780,948 - 3,780,948 - -

P 165,593,941 P 14,927,620 P 3,780,948 P 146,885,373

- 70 -

The Group has deferred tax assets related to NOLCO of 42,732,426 and P42,829,561

as at December 31, 2020 and 2019, respectively, which were not recognized because

the subsidiaries to which such are attributable may not be able to generate enough

taxable profit yet within the validity period of NOLCO for the assets to be recovered.

As of December 31, 2020 and 2019, only the Parent Company, CPH, BL Ventures and

El Camino are subject to the minimum corporate income tax (MCIT) which is

computed at 2% of gross income net of allowable deductions, as defined under the tax

regulations or to RCIT, whichever is higher. Other components of the Group are not

yet subject to MCIT as those have not operated beyond four taxable years yet. A

subsidiary reported MCIT in 2020 amounting to P874,409. No MCIT was reported in

2019 and 2018 because RCIT was higher than MCIT in both years.

The Group opted to treat the capitalized borrowing costs as capital expenditure in

accordance with Section 34(b) of the NIRC; hence, there are no deferred taxes related

to the transaction. Furthermore, it opted to claim itemized deductions in computing its

income tax due for the years ended December 31, 2020, 2019 and 2018.

25. RELATED PARTY TRANSACTIONS

The Group’s related parties include its ultimate parent or ABS, entities under common

ownership, associates, shareholders, the Group’s key management personnel, its

retirement fund and others as described in Note 2.19. A summary of the Group’s

transactions and outstanding balances with related parties is presented below.

Amount of Transaction Outstanding Balance

Notes 2020 2019 2018 2020 2019

Ultimate Parent Company

Sale of real estate 25.3 P 41,538,000 P 26,047,495 P 15,886,745 P 214,172,636 P 158,920,838

Other Stockholders
Sale and transfer

of property 25.2 - - 55,633,275 - -

Entities under Common


Ownership

Net advances (collections) 25.1 11,953,583 ( 11,206,772) 3,324,163 21,901,000 9,947,417

Associates
Net advances (collections) 25.1 49,504 - ( 11,925 ) 49,504 -

Key Management

Personnel
Sale of real estate 25.4 39,075,750 - 8,501,882 43,259,635 7,180,680

Compensation 25.5 94,066,157 87,656,262 81,760,354 - -

Based on management’s assessment, no impairment loss is required to be provided on

the Group’s receivables from related parties as at December 31, 2020 and 2019. The

cash advances to related parties are noninterest-bearing, unsecured, due on demand and

are expected to be settled in cash or through offsetting of accounts within one year

from end of the reporting period. In respect of contract receivables, it is fully secured

by the units purchased, expected to be settled in cash and due based on the contract

terms.

Details of the foregoing transactions follows.

- 71 -

25.1 Advances to Related Parties

The Group grants cash advances to shareholders, entities under common ownership

and associates. An analysis of such advances in 2020 and 2019 is presented below.

Entities Under

Common

Ownership Associates Total

Balance at January 1, 2020 P 9,947,417 P - P 9,947,417

Additional advances 11,953,583 49,504 12,003,087

Balance at December 31, 2020 P 21,901,000 P 49,504 P 21,950,504

Balance at January 1, 2019 P 21,154,189 P - P 21,154,189

Collections ( 11,206,772 ) - ( 11,206,772 )

Balance at December 31, 2019 P 9,947,417 P - P 9,947,417

25.2 Sale and Transfer of Property

In 2018, the Parent Company transferred all its financial assets at FVOCI to one of its

shareholders at market price as of January 1, 2018 of P55,633,275, which was paid by

the shareholder in cash. There is no similar transaction in 2020 and 2019.

25.3 Sale of Real Estate to Ultimate Parent Company

In 2020, 2019 and 2018, CLI sold condominium units to ABS totaling P41,538,000,

P24,410,000 and nil, respectively. The outstanding balance related to these transactions

amounted to P214,172,636 and P158,920,838 as at December 31, 2020 and 2019,

respectively, and is presented as part of Contract Receivables under the Receivables

account in the consolidated statements of financial position (see Note 6).

25.4 Sale of Real Estate to Key Management Personnel

In 2020, 2019 and 2018, CLI sold condominium units totaling P39,075,750, nil and

P8,501,882, respectively, to key management personnel. Outstanding balance related

to these transactions amounts to P43,259,635 and P7,180,680 as at December 31, 2020

and 2019, respectively. These are presented as part of Contract Receivables under the

Receivables account in the consolidated statements of financial position (see Note 6).

25.5 Key Management Personnel Compensation

The composition of key management personnel compensation for the years ended

December 31, 2020, 2019 and 2018 is shown below.

2020 2019 2018

Short-term benefits P 90,246,704 P 83,006,173 P 76,696,262

Post-employment benefits 4,719,453 4,650,089 5,064,092

P 94,966,157 P 87,656,262 P 81,760,354

- 72 -

25.6 Retirement Fund

CLI’s retirement fund for its defined post-employment plan is administered and

managed by a trustee bank. The fair value of plan assets in 2020 and 2019 consists of

the contributions to the plan and interest earned (see Note 23.2). The plan assets do

not comprise investment in any of the Group’s own financial instruments or any of its

assets occupied and/or used in its operations.

26. EQUITY

26.1 Capital Stock

Details of the authorized capital stock as of December 31, 2020 and 2019 are as follows:

Shares Par Value Shares Amount

Common stock P 1.00 2,400,000,000 P 2,400,000,000

Preferred stock 0.10 1,000,000,000 100,000,000

As of December 30, 2020 and 2019, common shares issued and outstanding is

1,714,000,000 which amounts to P1,714,000,000. There is no issued preferred stock as

of December 31, 2020 and 2019.

As disclosed in Note 1.1, the Parent Company had a successful IPO of 430,000,000

unissued common shares at an offer price of P5 per share, which is equivalent to

P2,150,000,000 on June 2, 2017. Accordingly, the Parent Company recognized

additional paid-in capital of P1,608,917,974 in the consolidated statements of financial

position after deducting the related share issuance costs of P111,082,026.

The share price of the Parent Company’s common stock closed at P5.05 and P4.83 and

per share on December 29, 2020 and December 27, 2019, respectively, the last trading

day in the PSE for 2020 and 2019.

The Group has no other listed securities as at December 31, 2020 and 2019.

On November 24, 2020, the Parent Company’s BOD approved the proposed increase

in its authorized common stock from P2,400,000,000, divided into 2,400,000,000

common shares with a par value of P1.00 per share to P10,000,000,000, divided into

10,000,000,000 common shares with a par value of P1.00 per share. Relative to the

increase in authorized common stock, on the same date, the Parent Company’s BOD

approved to declare stock dividends, subject to the approval of the stockholders, of at

least 1,900,000,000 or such number of common shares as sufficient to pay the required

subscription to the increase in the authorized common stock and as necessary to avoid

fractional shares, to be issued to stockholders of record as of the record date fixed and

approved by the SEC, and to be paid on such payment date as shall be fixed by the

BOD after the determination of the record date. The increase in the authorized

common stock and declaration of stock dividends were approved by the Parent

Company’s stockholders on February 26, 2021 (see Note 29.1).

- 73 -

26.2 Treasury Shares

An analysis of treasury shares as of December 31, 2020 and 2019, respectively is shown

below.

Shares Amounts

2020 2019 2020 2019

Balance at beginning of year 54,820,000 46,500,000 P 247,193,811 P 212,459,418

Reacquired during the year 104,180,400 8,320,000 485,657,205 34,734,393

Balance at end of year 159,000,400 54,820,000 P 732,851,016 P 247,193,811

On February 27, 2018, the BOD of the Parent Company approved a P250,000,000

budget for a share buy-back program and employee stock option plan. As of

December 31, 2019, the employee stock option plan has not yet been implemented.

However, in relation to this program, the Parent Company reacquired 104,180,400

shares and 8,320,000 shares of its common stock in 2020 and 2019, respectively, for

P485,657,205 and P34,734,393, respectively, and presented them as Treasury Stock in

the consolidated statement of financial position. As at December 31, 2020 and 2019,

total reacquired shares totals 159,000,400 and 54,820,000, respectively, which amounts

to P732,851,016 and P247,193,811, respectively.

The common stock of the Parent Company that is held under nominee accounts totaled

680,864,750 shares and 697,799,750 shares as of December 31, 2020 and 2019,

respectively. This represents 40% and 41% of the Parent Company’s outstanding

shares as of December 31, 2020 and 2019, respectively.

26.3 Revaluation Reserves

The components and reconciliation of items of other comprehensive income (loss)

presented in the consolidated statement of changes in equity at their aggregate amount

under the Revaluation Reserves account are shown below.

Post-employment

Defined Benefit Financial Asset


Notes Obligation at FVOCI Total

Balance as of January 1, 2020 (P 6,589,225 ) P - (P 6,589,225 )

Other comprehensive income:


Loss on remeasurement of

post-employment defined

benefit obligation 23.2 ( 8,991,642 ) - ( 8,991,642 )

Tax income 24 2,697,492 - 2,697,492


( 6,294,150 ) - ( 6,294,150 )

Balance as of December 31, 2020 (P 12,883,375 ) P - (P 12,883,375 )

Balance as of January 1, 2019 (P 12,428,442 ) P - (P 12,428,442 )

Other comprehensive income:

Gain on remeasurement of

post-employment defined
benefit obligation 23.2 8,341,738 - 8,341,738

Tax expense 24 ( 2,502,521 ) - ( 2,502,521 )

5,839,217 - 5,839,217

Balance as of December 31, 2019 (P 6,589,225 ) P - (P 6,589,225 )

Balance as of January 1, 2018 (P 10,634,493 ) P 6,315,400 (P 4,319,093 )

Other comprehensive income:


Loss on remeasurement of

post-employment defined

benefit obligation 23.2 ( 2,562,785 ) - ( 2,562,785 )

Sale of financial asset at FVOCI - ( 6,315,400 ) ( 6,315,400 )


( 2,562,785 ) ( 6,315,400 ) ( 8,878,185 )

Tax income 768,836 - 768,836

( 1,793,949 ) ( 6,315,400 ) ( 8,109,349 )

Balance as of December 31, 2018 (P 12,428,442 ) P - (P 12,428,442 )

- 74 -

26.4 Retained Earnings

(a) Dividends

On February 19, 2020, the BOD declared cash dividend of P0.25 per share totaling

P414,795,000 to stockholders on record as of April 3, 2020 and was paid on April 30,

2020.

On February 26, 2019, the Parent Company’s BOD declared cash dividend of P0.20

per share or a total amount of P352,590,000 to stockholders on record as of March 26,

2019 and was paid on April 24, 2019.

On February 27, 2018, the BOD declared cash dividend of P0.15 per share or a total

amount of P256,875,000 to stockholders on record as of March 23, 2018 and was paid

on April 23, 2018.

(b) Appropriations

Below is the summary of the appropriations of retained earnings.

January 1, December 31,


Purpose 2020 Releases Additions 2020

Funding of CLI’s Projects

Mivela Garden Residences P 400,000,000 ( P 400,000,000 ) P 500,000,000 P 500,000,000

Casa Mira Towers Mandaue 300,000,000 ( 300,000,000 ) 500,000,000 500,000,000

Casa Mira and Velmiro

Homes Davao 500,000,000 ( 500,000,000 ) 400,000,000 400,000,000

Cebu Business Park Office/

Hotel Tower 600,000,000 ( 235,730,893 ) - 364,269,107

Abaca Resort Mactan 400,000,000 ( 251,790,399 ) - 148,209,601

Mactan Lowaii Project 600,000,000 ( 527,783,450 ) - 72,216,550

Velmiro Heights Teakwood 250,000,000 ( 185,190,635 ) - 64,809,365

P 3,050,000,000 P 2,400,495,377 P 1,400,000,000 P 2,049,504,623

In 2020, appropriated retained earnings for certain projects totaling P2,400,495,377 in

2019 were released to unrestricted retained earnings after full and/or partial fulfillment

of the intended purposes.

On November 24, 2020, the BOD approved the appropriation of P3,300,000,000

retained earnings for various projects and . Details of the appropriation are as follows:

• P1,900,000,000 is intended for the Parent Company’s proposed increase in

authorized common stock and of which portion will be issued through stock

dividend (see Note 26.1).

• P1,400,000,000 for the capital expenditures, financing costs, and other related

development costs of certain projects that the Parent Company expects to incur in

2021 with details below:

i. P400,000,000 for the on-going development of the Casa Mira and Velmiro

Homes Davao projects. Project developments commenced in December 2019

and are expected to be completed by fourth quarter of 2023.

- 75 -

ii. P500,000,000 for the on-going development of Mivela Garden Residences.

Project development commenced in September 2019 and is expected to be

completed by fourth quarter of 2023.

iii. P500,000,000 for the on-going development of Casa Mira Towers Mandaue.

Project development commenced in September 2019 and is expected to be

completed by fourth quarter of 2023.

On October 24, 2019, the Board of Directors approved the appropriation of

P3,050,000,000 from the Parent Company’s retained earnings for purposes of funding

certain projects. The appropriated amount is specifically intended and allocated for the

capital expenditures, financing costs, and other related development costs that the

Parent Company expects to incur in the next five years for those certain projects.

Details of the appropriation are as follows:

• P400,000,000 for the on-going development of Mivela Garden Residences, a

modern garden residential community and condominium project located in Banilad,

Cebu City. Project development commenced in September 2019 and is expected to

be completed by second quarter of 2023.

• P600,000,000 for the development of Cebu Business Park Office / Hotel Tower,

an office and hotel building located at the Cebu Business Park, Cebu City. Project

development commenced in November 2019 and is expected to be completed by

first quarter of 2024.

• P500,000,000 for the on-going development of the Casa Mira and Velmiro Homes

projects, which are subdivision projects (house and lots) located in Magtuod, Davao

City. Project developments commenced in December 2019 and are expected to be

completed by first quarter of 2023.

• P400,000,000 for the redevelopment of the Abaca Resort Mactan, a resort in Punta

Engaño, Mactan Island, Cebu. Redevelopment commenced in November 2019 and

is expected to be completed by second quarter of 2024.

• P600,000,000 for the redevelopment of the Mactan Lowaii Project, a resort in

Mactan Island, Cebu. Development was commenced on November 2019 and is

expected to be completed by second quarter of 2023.

• P300,000,000 for the on-going development of Casa Mira Mandaue, a

condominium project with four towers located in Alang-alang, Mandaue City.

Project development was commenced on September 2019 and is expected to be

completed by second quarter of 2023.

• P250,000,000 for the on-going development of the Velmiro Heights Taekwoord, a

subdivision project located in Cagayan de Oro. Project development commenced

in December 2019 and is expected to be completed by fourth quarter of 2022.

A portion of the Group’s retained earnings, equivalent of the cost of treasury shares is

legally restricted in accordance with Section 40 of the Revised Corporation Code.

- 76 -

26.5 Non-controlling Interests

The subsidiaries of the Group with significant NCI as at December 31, 2020 and 2019

are as follows.

NCI Ownership % NCI Equity in Subsidiaries

Subsidiaries 2020 2019 2020 2019

YHEST 50% 50% P 3,715,725,255 P 3,719,661,270

El Camino 65% 65% 1,060,345,832 773,607,627

CHDI 50% 50% 654,584,882 226,673,963

YHES 50% 50% 540,728,657 471,210,883

YES 50% 50% 294,725,960 318,011,562

MGR 55% 55% 279,378,963 310,217,791

BL Ventures 50% 50% 145,666,074 150,788,415

CCLI 50% 50% 105,051,470 85,858,394

CBLRV 50% - 99,432,604 -

P 6,895,639,697 P 6,056,029,905

The analysis of the movement of NCI as at December 31, 2020 and 2019 are as follows.

2020 2019

Balance at beginning of year P6,056,029,905 P 5,280,557,011

New and additional investments 647,502,204 369,825,001

Dividends ( 37,500,000) ( 20,000,000 )

Share in net profit during the year 229,607,588 425,647,893

Balance at end of year P6,895,639,697 P 6,056,029,905

In 2020, CBLRV was incorporated with paid-in capital from non-controlling

stockholders amounting to P100,002,200. Other significant activities of the Group’s

NCI in 2020 are as follows:

• CHDI’s non-controlling shareholders contributed cash of P430,000,000 as paid-in

capital.

• CCLI’s deposits for future share subscription from non-controlling shareholders

amounting to P20,000,001 was transferred to capital stock after compliance of SEC

requirements of the reclassification.

• El Camino’s non-controlling shareholders contributed cash amounting to

P97,500,002 as additional capital; and,

• YES declared a cash dividend of P20,000,000 in September 2020 and of which

P10,000,000 was paid to non-controlling shareholders.

In 2019, CHDI was incorporated with paid-in capital from non-controlling

shareholders amounting to P230,000,003. In the same year, YHESPH was

incorporated as a wholly-owned subsidiary of YHES. The share of non-controlling

shareholders of YHES in the paid-in capital of YHESPH amounted to P1,250,000.

Moreover, non-controlling shareholders of El Camino, CCPH and YES contributed

cash of P87,749,999, P15,574,999 and P6,250,000 into these entities, respectively.

Deposits for future stock subscription from non-controlling shareholders of MGR

amounting to P30,250,000 were also transferred to equity after compliance of SEC

requirements of the reclassification.

- 77 -

In 2019, YES declared cash dividends totalling P40,000,000 of which P20,000,000 is

the share of non-controlling shareholders. There was no similar transaction in 2020

and 2018.

Significant information on the financial position and financial performance of YHEST

as at and for the year ended December 31, 2020 and 2019 are as follows:

2020 2019

Current assets P 986,071,764 P 42,486,068

Non-current assets 4,563,949,145 5,300,467,319

Total assets P5,550,020,909 P 5,342,953,387

Current liabilities P 49,580,036 P 19,894,182

Non-current liabilities - -

Total liabilities P 49,580,036 P 19,894,182

Revenues P - P -

Net loss (P 7,872,029) ( P 37,433,073 )

Other comprehensive income - -

Total comprehensive loss (P 7,872,029) (P 37,433,073 )

The profit or loss is allocated between the Parent Company and NCI as follows.

2020 2019

Parent Company's shareholders (P 3,936,014) ( P 18,716,537 )

Non-controlling interests ( 3,936,014) ( 18,716,536 )

Net loss (P 7,872,028) ( P 37,433,073 )

Significant information on the financial position and financial performance of El

Camino as at and for the year ended December 31, 2020 and 2019 are as follows:

2020 2019

Current assets P4,390,330,221 P 2,947,087,029

Non-current Assets 816,631,511 1,246,556,090

Total assets P5,206,961,732 P 4,193,643,119

Current liabilities P1,050,759,365 P 766,532,996

Non-current liabilities 2,524,361,091 2,236,404,543

Total liabilities P3,575,120,456 P 3,002,937,539

Revenues P 1,012,563,946 P 1,454,219,295

Net profit P 291,135,695 P 328,487,695

Other comprehensive income - -

Total comprehensive income P 291,135,695 P 328,487,695

- 78 -

The profit or loss is allocated between the Parent Company and NCI as follows.

2020 2019

Parent Company's shareholders P 101,897,493 P 114,970,693

Non-controlling interests 189,238,202 213,517,002

Net profit P 291,135,695 P 328,487,695

Significant information on the financial position and financial performance of YHES

as at and for the year ended December 31, 2020 and 2019 are as follows:

2020 2019

Current assets P1,224,207,804 P 734,967,923

Non-current Assets 877,546,920 266,909,463

Total assets P 2,101,754,724 P 1,001,877,386

Current liabilities P 821,564,723 P 252,707,237

Non-current liabilities 198,595,785 30,985,381

Total liabilities P 1,020,160,508 P 283,692,618

Revenues P 401,985,057 P 200,059,620

Net profit P 139,172,448 P 59,969,229

Other comprehensive income - -

Total comprehensive P 139,172,448 P 59,969,229

The profit or loss is allocated between the Parent Company and NCI as follows.

2020 2019

Parent Company's shareholders P 69,586,224 P 29,984,615

Non-controlling interests 69,586,224 29,984,614

Net profit (loss) P 139,172,448 P 59,969,229

Significant information on the financial position and financial performance of YES as

at and for the year ended December 31, 2020 and 2019 are as follows:

2020 2019

Current assets P1,568,598,367 P 1,387,657,167

Non-current Assets 100,824,806 147,691,392

Total assets P 1,669,423,173 P 1,535,348,559

Current liabilities P 466,338,638 P 314,987,300

Non-current liabilities 613,632,609 584,257,940

Total liabilities P 1,079,971,247 P 899,245,240

- 79 -

2020 2019

Revenues P 178,773,834 P 499,698,122

Net profit (loss) (P 26,651,393) P 207,306,736


Other comprehensive income - -

Total comprehensive income (P 26,651,393) P 207,306,736

The profit or loss (loss) is allocated between the Parent Company and NCI as follows.

2020 2019

Parent Company's shareholders (P 13,325,697) P 103,653,368


Non-controlling interests ( 13,325,696) 103,653,368

Net profit (P 26,651,393) P 207,306,736

Significant information on the financial position and financial performance of MGR as


at and for the year ended December 31, 2020 and 2019 are as follows:

2020 2019

Current assets P 1,124,238,632 P 1,262,460,627


Non-current Assets - -

Total assets P 1,124,238,632 P 1,262,460,627

Current liabilities P 302,802,916 P 280,589,748


Non-current liabilities 310,098,965 414,463,533

Total liabilities P 612,901,881 P 695,053,281

Revenues P 35,413,304 P 475,975,791

Net profit (P 6,070,595) P 158,202,773


Other comprehensive income - -

Total comprehensive income (P 6,070,595) P 158,202,773

The profit or loss is allocated between the Parent Company and NCI as follows.

2020 2019

Parent Company's shareholders (P 2,731,768) P 71,191,248


Non-controlling interests ( 3,338,827) 87,011,525

Net profit (P 6,070,595) P 158,202,773


- 80 -

Significant information on the financial position and financial performance of BL

Ventures as at and for the year ended December 31, 2020 and 2019 are as follows:

2020 2019

Current assets P 754,032,940 P 718,672,694

Non-current Assets 717,205,879 657,309,937

Total assets P 1,471,238,819 P 1,375,982,631

Current liabilities P 255,951,972 P 319,724,150

Non-current liabilities 923,981,441 754,708,394

Total liabilities P 1,179,933,413 P 1,074,432,544

Revenues P 31,118,154 P 159,598,289

Net profit (loss) (P 10,244,682) P 33,082,308

Other comprehensive income - -

Total comprehensive income (P 10,244,682) P 33,082,308

The profit or loss is allocated between the Parent Company and NCI as follows.

2020 2019

Parent Company's shareholders (P 5,122,341) P 16,541,154

Non-controlling interests ( 5,122,341) 16,541,154

Net profit (P 10,244,682) P 33,082,308

Significant information on the financial position and financial performance of CCLI as

at and for the year ended December 31, 2020 and 2019 are as follows:

2020 2019

Current assets P 67,407,471 P 63,630,125

Non-current Assets 294,957,552 187,818,054

Total assets P 362,365,023 P 251,448,179

Current liabilities P 26,262,082 P 79,731,390

Non-current liabilities 126,000,000 -

Total liabilities P 152,262,082 P 79,731,390

Revenues P - P -

Net loss (P 1,613,850) ( P 5,954,202 )

Other comprehensive income - -

Total comprehensive loss (P 1,613,850) ( P 5,954,202 )

- 81 -

The profit or loss is allocated between the Parent Company and NCI as follows.

2020 2019

Parent Company's shareholders (P 806,925) ( P 2,977,101 )

Non-controlling interests ( 806,925) ( 2,977,101 )

Net loss (P 1,613,850) ( P 5,954,202 )

Significant information on the financial position and financial performance of CHDI

as at and for the year ended December 31, 2019 are as follows:

2020 2019

Current assets P 1,350,240,310 P 922,628,670

Non-current Assets 5,598,604 98,464,752

Total assets P 1,355,838,914 P 1,021,093,422

Current liabilities P 46,669,156 P 567,745,501

Non-current liabilities - -

Total liabilities P 46,669,156 P 567,745,501

Revenues P - P -

Net loss (P 4,178,162) ( P 6,652,080)

Other comprehensive income - -

Total comprehensive loss (P 4,178,162) ( P 6,652,080 )

The 2019 profit or loss is allocated between the Parent Company and NCI as follows.

2020 2019

Parent Company's shareholders (P 2,089,081) ( P 3,326,040 )

Non-controlling interests ( 2,089,081) ( 3,326,040 )

Net loss (P 4,178,162) ( P 6,652,080 )

Significant information on the financial position and financial performance of CBLRV

as at and for the year ended December 31, 2020 are as follows:

Current assets P 413,572,897

Non-current Assets 491,339

Total assets P 414,064,236

Current liabilities P 214,800,417

Non-current liabilities 403,011

Total liabilities P 215,203,428

Revenues P -

- 82 -

Net loss (P 1,139,192)

Other comprehensive income -

Total comprehensive income (P 1,139,192)

The profit or loss is allocated between the Parent Company and NCI as follows.

2020

Parent Company's shareholders (P 569,596)

Non-controlling interests ( 569,596)

Net profit (P 1,139,192)

27. EARNINGS PER SHARE

EPS is computed as follows:

2020 2019 2018

Income available to common

stockholders P 1,846,119,733 P 2,012,289,616 P 1,667,369,943

Divided by weighted average

number of outstanding

common stock 1,605,279,067 1,662,917,500 1,693,132,500

Basic and diluted EPS P 1.15 P 1.21 P 0.98

There were no instruments that could potentially dilute basic earnings per share for

years ended December 31, 2020, 2019 and 2018; hence, basic EPS is the same as diluted

EPS.

28. COMMITMENTS AND CONTINGENCIES

28.1 Operating Lease Commitments – Group as Lessor

The Group is a lessor under several operating leases covering certain condominium and

parking units and retail building space (see Note 13). To manage its risks over these

operating leases, the Group retains its legal title over the underlying assets and requiring

its lessee to pay security deposits at the start of the lease. The leases have terms ranging

from one to five years, with renewal options, and include annual escalation from 5.00%

to 10.00%. The future minimum lease receivables under these agreements are presented

below.

2020 2019 2018

Within one year P 53,712,626 P 59,467,774 P 53,665,650

After one year but not more

than five years 71,468,344 91,924,899 108,046,002

More than five years 118,400,559 132,301,010 147,761,404

P 243,581,529 P 283,693,683 P 309,473,056

- 83 -

Rental income amounted to P55,237,972, P63,159,194 and P57,480,871 in 2020, 2019

and 2018, respectively (see Note 13). None of the rental income in 2020, 2019 and

2018 are relating to variable lease payments.

28.2 Operating Lease Commitments – Group as Lessee

The Group entered into several short-term cancellable leases for its billboards,

warehouse and staff house. Rent expense incurred from the short-term cancellable

leases amounted to P18,441,626, P33,941,185 and P15,275,105 in 2020, 2019 and 2018,

respectively, and is shown as rent under Operating Expenses in the consolidated

statements of profit or loss (see Notes 19).

As at December 31, 2020 and 2019, the expected future rentals is expected to be more

or less the same with the annual rent expense recognized because of the terms of the

leases, which are less than 12 months.

28.3 Completion of Sold Units

The Group is obligated to finish the sold units that are at a certain stage of completion

at the time of sale. The Group recognized a contract liability, which amounts to

P532,649,347 and P418,967,659 as at December 31, 2020 and 2019, respectively, when

it collects more than it is entitled to base on the stage of completion of the project

development.

28.4 Purchase of Land

As at December 31, 2020 and 2019, the Group had agreed in principle with multiple

sellers of real estate properties in various locations in Visayas and Mindanao for the

acquisition of parcels of land for about P122,412,000 and P519,370,669, respectively.

28.5 Capital Commitments for Construction Cost

As at December 31, 2020 and 2019, the Group has capital commitments of about

P7,492,397,005 and P10,431,516,500, respectively, for the construction of real estate

inventories, property and equipment and investment properties.

28.6 Others

There are other commitments and contingent liabilities that arise in the normal course

of the Group’s operations that are not reflected in the consolidated financial statements.

As at December 31, 2020 and 2019, management is of the opinion that losses, if any,

from these items will not have a material effect on the Group’s consolidated financial

statements.

29. EVENTS AFTER THE REPORTING PERIOD

29.1 Increase in Authorized Common Stock and Declaration of Stock

Dividends

On February 26, 2021, the stockholders of the Parent Company representing at least

two-thirds of the outstanding capital stock approved the following matters previously

approved by the BOD (see also Note 26.1):

- 84 -

 the increase of the authorized common stock from P2,400,000,000, divided into

2,400,000,000 common shares with a par value of P1.00 per share to

P10,000,000,000, divided into 10,000,000,000 common shares with a par value

of P1.00 per share; and,

 the declaration of stock dividends of at least 1,900,000,000 common shares or

such number as sufficiently required for the increase in the authorized capital

stock. The stock dividend record date and payment date are yet to be

determined upon the approval of the SEC.

The Parent Company also applied for the amendment of Article VII of its Articles of

Incorporation (AI) to reflect the increase in the authorized common stock. As at the

issuance date of the 2020 consolidated financial statements of the Group, the approval

of the SEC of the Parent Company’s application for such amendment in its AI is still

pending.

29.2 Cash Dividends Declared

On March 15, 2021, the BOD declared cash dividends of P0.25 per share totalling

P388,749,900 to stockholders on record as of April 16, 2021. Such dividends will be

paid on May 10, 2021.

29.3 New Joint Venture

In March 2021, CLI announced the signing of a P360,000,000 new joint venture

agreement with an individual for a construction of a project named Sugbu Prime Estate

Inc, which is a mixed-use property with retail space, dormitory rooms and a self-storage

facility.

30. RISK MANAGEMENT OBJECTIVES AND POLICIES

The Group is exposed to certain financial risks in relation to financial instruments. The

Group’s financial assets and liabilities by category are summarized in Note 31. The main

types of risks are market risk, credit risk and liquidity risk. The Group’s risk

management focuses on actively securing the Group’s short-to-medium term cash

flows by minimizing the exposure to financial markets. Long-term financial investments

are managed to generate lasting returns.

It does not actively engage in the trading of financial assets for speculative purposes

nor does it write options. The most significant financial risks to which the Group is

exposed to are described as follows.

30.1 Market Risk

The Group is exposed to market risk through its use of financial instruments and

specifically to foreign currency risk and interest rate risk which result from its operating,

investing, and financing activities.

It has no significant foreign currency exposure risks as most of its transactions are

carried out in Philippine pesos, its functional currency.

- 85 -

30.2 Credit Risk

Credit risk is the risk of financial loss to the Group if the counterparty to a financial

instrument fails to meet its contractual obligation. To manage credit risk, the Group

maintains credit policies and monitors its exposure to credit risk on a continuous basis.

Receivables balances are being monitored on a regular basis to ensure timely execution

of necessary collection intervention efforts. In addition, the credit risk for trade

receivables is mitigated as the Group transfers the corresponding title of the subdivision

lots, house and lot units, condominium units and parking spaces only upon full payment

of the contract price.

(a) Maximum exposure to credit risk

The maximum credit risk exposure of financial assets is the carrying amount of the

financial assets (including contract assets), as summarized below.

Notes 2020 2019

Cash and cash equivalents 5 P 797,184,790 P 917,170,651

Receivables1 6 6,125,399,982 5,825,594,990

Contract assets 17.2 13,856,650,495 8,892,510,028

Due from related parties 25.1 21,950,504 9,947,417

Refundable deposits 14 78,003,269 66,028,148

P 20,879,189,040 P 15,711,251,234

1 Receivables - net excludes advances to officers and employees.

The estimated fair value of collateral and other security enhancements held against

contract receivables and contract assets are presented below.

Gross Fair

Maximum Value of Net

Exposure Collaterals Exposure

2020

Contract receivables P 5,807,986,200 P 10,147,922,434 P -

Contract assets 13,856,650,495 26,384,721,070 -

P 19,664,636,695 P36,532,643,504 P -

2019

Contract receivables P 5,556,006,058 P 9,183,650,125 P -

Contract assets 8,892,510,028 14,593,100,548 -

P 14,448,516,086 P 23,776,750,673 P -

- 86 -

(b) Credit risk concentration

Concentrations arise when a number of counterparties are engaged in similar

business activities, or activities in the same geographic region, or have similar

economic features that would cause their ability to meet contractual obligations to

be similarly affected by changes in economic, political or other conditions.

Concentrations indicate the relative sensitivity of the Group’s performance to

developments affecting a particular industry or geographic location. In order to

avoid excessive concentrations of risk, the Group’s policies and procedures include

specific guidelines to focus on maintaining a diversified portfolio. Identified

concentrations of credit risks are controlled and managed accordingly.

An analysis of concentration of credit risk by location of the Group’s receivables

and contract assets, net of allowance for impairment, is shown below.

2020 2019

Cebu P 11,173,348,620 P 9,117,063,839

Mindanao 4,782,102,029 3,434,208,473

Visayas 3,851,443,187 2,213,961,680

Luzon 645,199 3,338,974

P 19,807,539,035 P 14,768,572,966

(c) Credit quality

The Group classifies cash in banks as high grade as these are deposited with

reputable banks.

Other receivables and refundable deposits are considered to be unrated and are

neither past due nor impaired. For trade receivables, standard grade pertains to

receivables with no default in payments and are effectively collateralized by the real

estate inventories which can be subject to repossession upon non-payment of

customers after reasonable collection effort has been exerted by the Group.

2020

Neither past due not impaired Past due but Individually

High grade Standard grade Unrated not impaired impaired Total

Cash P 797,184,790 P - P - P - P - P 797,184,790

Receivables
Contract - 5,807,986,200 - - - 5,807,986,200

Others - - 317,413,782 - 600,694 316,813,088

Contract assets - 13,856,650,495 - - - 13,856,650,495


Due from related parties - - 21,950,504 - - 21,950,504

Refundable deposits - - 78,003,269 - - 78,003,269

P 797,184,790 P19,664,636,695 P 417,367,555 P - P 600,694 P20,879,189,040

2019
Neither past due not impaired Past due but Individually

High grade Standard grade Unrated not impaired impaired Total

Cash P 917,170,651 P - P - P - P - P 917,170,651

Receivables

Contract - 5,556,006,058 - - - 5,556,006,058


Others - - 269,240,715 - 348,217 269,588,932

Contract assets - 8,892,510,028 - - 8,892,510,028

Due from related parties - - 9,947,417 - - 9,947,417


Refundable deposits - - 66,028,148 - - 66,028,148

P 917,170,651 P14,448,516,086 P 345,216,280 P - P 348,217 P 15,711,251,234

- 87 -

30.3 Liquidity Risk

The Group manages its liquidity needs by carefully monitoring scheduled debt servicing

payments for long-term financial liabilities as well as cash outflows due in a day-to-day

business. Liquidity needs are monitored on a week-to-week basis, as well as on the

basis of a rolling 30-day projection. Long-term liquidity needs for a six-month and

one-year period are identified monthly. It maintains cash to meet its liquidity. Excess

cash are invested in short-term placements.

As at December 31, 2020 and 2019, the Group’s financial liabilities have contractual

maturities which are presented below.

Current Non-current

Within 6 to 12 1 to 5 More than

6 Months Months Years 5 Years

December 31, 2020

Interest-bearing loans and borrowings P 3,248,858,810 P1,225,240,146 P 14,589,097,481 P 9,754,201,145

Trade and other payables2 4,269,010,584 2,177,862,221 894,416,447 -

P 7,517,869,394 P 3,403,102,367 P15,483,513,928 P 9,754,201,145


December 31, 2019

Interest-bearing loans and borrowings P2,439,386,519 P1,096,521,437 P 10,534,354,238 P7,001,356,049

Trade and other payables2 4,402,542,794 1,194,174,188 71,610,604 -

P 6,841,929,313 P2,290,695,625 P 10,605,964,842 P 7,001,356,049

2 Trade and other payables excludes output VAT, government-related obligations and advance rental.

The contractual maturities reflect the gross cash flows, which may differ from the

carrying values of the liabilities at the end of the reporting periods.

31. CATEGORIES AND OFFSETTING OF FINANCIAL ASSETS AND

FINANCIAL LIABILITIES AND FAIR VALUE MEASUREMENTS AND

DISCLOSURES

31.1 Carrying Amounts and Fair Values by Category

The carrying amounts and fair values of the categories of financial assets and financial

liabilities presented in the consolidated statements of financial position are shown

below.

2020 2019

Notes Carrying Value Fair Value Carrying Value Fair Value

Financial Assets

at amortized cost:

Cash and cash equivalents 5 P 797,184,790 P 797,184,790 P 917,170,651 P 917,170,651


Receivables - net1 6 6,125,399,982 6,125,399,982 5,825,594,990 5,825,594,990

Due from related parties 25.1 21,950,504 21,950,504 9,947,417 9,947,417

Refundable deposits 14 78,003,269 78,003,269 66,028,148 66,028,148

P 7,022,538,545 P 7,022,538,545 P 6,841,532,888 P 6,841,532,888

Financial Liabilities
at amortized cost:

Interest-bearing loans and borrowings 15 P 23,793,983,711 P 23,757,633,171 P 16,846,756,577 P 16,811,221,475

Trade and other payables2 16 7,341,289,252 7,341,289,252 5,668,327,586 5,668,327,586

P 31,135,272,963 P 31,098,922,423 P 22,515,084,163 P 22,479,549,061

1 Receivables - net excludes advances to officers and employees.


2 Trade and other payables excludes output VAT, government-related obligations and advance rental.

- 88 -

See Note 2.5 for a description of the accounting policies for each category of financial

instrument. A description of the Group’s risk management objectives and policies for

financial instruments is provided in Note 30.

31.2 Offsetting of Financial Assets and Financial Liabilities

The following financial assets with net amounts presented in the consolidated

statements of financial position are subject to offsetting, enforceable master netting

arrangements and similar agreements:

Gross amounts recognized Net amount Related amounts not set-off

in the consolidated
statements of financial position
presented in
the consolidated
in the consolidated
statements of financial position

Financial statements Cash

Financial
assets
liabilities
set off
of financial
position
Financial
instruments
collateral
received Net amount

December 31, 2020

Cash and cash equivalents P 797,184,790 P - P 797,184,790 P 793,255,290 P - P 3,929,500

December 31, 2019

Cash and cash equivalents P 917,170,651 P - P 917,170,651 P 749,160,824 P - P 168,009,827

The following financial liabilities with net amounts presented in the consolidated

statements of financial position are subject to offsetting, enforceable master netting

arrangements and similar agreements:

Net amount

Gross amounts recognized


in the consolidated
presented in
the consolidated
Related amounts not set-off
in the consolidated

statements of financial position statements statements of financial position


Financial Financial of financial Financial Cash collateral

liabilities assets set off position instruments received Net amount

December 31, 2020

Interest-bearing loans and

borrowings P 23,793,983,711 P - P 23,793,983,711 P 793,255,290 P - P 23,000,728,421

December 31, 2019


Interest-bearing loans and

borrowings P 16,846,756,577 P - P 16,846,756,577 P 749,160,824 P - P 16,097,595,753

For financial assets and financial liabilities subject to enforceable master netting

agreements or similar arrangements above, each agreement between the Group and

counterparties (i.e., banks) allows for net settlement of the relevant financial assets and

liabilities when both elect to settle on a net basis. In the absence of such an election,

financial assets and liabilities will be settled on a gross basis, however, each party to the

master netting agreement or similar agreement will have the option to settle all such

amounts on a net basis in the event of default of the other party.

31.3 Fair Value Measurements and Disclosures

(a) Fair Value Hierarchy

In accordance with PFRS 13, Fair Value Measurement, the fair value of financial assets

and financial liabilities and non-financial assets which are measured at fair value on

a recurring or non-recurring basis and those assets and liabilities not measured at

fair value but for which fair value is disclosed in accordance with other relevant

PFRS, are categorized into three levels based on the significance of inputs used to

measure the fair value.

The fair value hierarchy has the following levels:

(a) Level 1: quoted prices (unadjusted) in active markets for identical assets or

liabilities that an entity can access at the measurement date;

- 89 -

(b) Level 2: inputs other than quoted prices included within Level 1 that are

observable for the asset or liability, either directly (i.e., as prices) or indirectly

(i.e., derived from prices); and,

(c) Level 3: inputs for the asset or liability that are not based on observable market

data (unobservable inputs).

The level within which the financial asset or liability is classified is determined based

on the lowest level of significant input to the fair value measurement.

For purposes of determining the market value at Level 1, a market is regarded as

active if quoted prices are readily and regularly available from an exchange, dealer,

broker, industry group, pricing service, or regulatory agency, and those prices

represent actual and regularly occurring market transactions on an arm’s length

basis.

For investments which do not have quoted market price, the fair value is

determined by using generally acceptable pricing models and valuation techniques

or by reference to the current market value of another instrument which is

substantially the same after taking into account the related credit risk of

counterparties, or is calculated based on the expected cash flows of the underlying

net asset base of the instrument.

When the Group uses valuation technique, it maximizes the use of observable

market data where it is available and relies as little as possible on entity specific

estimates. If all significant inputs required to determine the fair value of an

instrument are observable, the instrument is included in Level 2. Otherwise, it is

included in Level 3.

(b) Financial Instruments Measured at Amortized Cost for which Fair Value is

Disclosed

The table below summarizes the fair value hierarchy of the Group’s financial assets

and financial liabilities, which are not measured at fair value in the 2020 and 2019

consolidated statements of financial position, but for which fair value is disclosed

(see Note 31.1).

2020
Level 1 Level 2 Level 3 Total

Financial assets

Cash and cash equivalents P 797,184,790 P - P - P 797,184,790


Receivables – net1 - - 6,125,399,982 6,125,399,982

Due from related parties - - 21,950,504 21,950,504

Refundable deposits - - 78,003,269 78,003,269

P 797,184,790 P - P 6,225,353,755 P 7,022,538,545

Financial liabilities
Interest-bearing loans and borrowings P - P - P 23,757,633,171 P 23,757,633,171

Trade and other payables2 - - 7,341,289,252 7,341,289,252

P - P - P 31,098,922,423 P 31,098,922,423

1 Receivables - net excludes advances to officers and employees.


2 Trade and other payables excludes output VAT, government-related obligations and advance rental.

- 90 -

2019
Level 1 Level 2 Level 3 Total

Financial assets
Cash and cash equivalents P 917,170,651 P - P - P 917,170,651

Receivables – net1 - - 5,825,594,990 5,825,594,990

Due from related parties - - 9,947,417 9,947,417

Refundable deposits - - 66,028,148 66,028,148

P 917,170,651 P - P 5,901,570,555 P 6,818,741,206

Financial liabilities

Interest-bearing loans and borrowings P - P - P 16,811,221,475 P 16,811,221,475

Trade and other payables2 - - 5,668,327,586 5,668,327,586

P - P - P 22,479,549,061 P 22,479,549,061

1 Receivables - net excludes advances to officers and employees.


2 Trade and other payables excludes output VAT, government-related obligations and advance rental.

For the Group’s financial assets and financial liabilities, which are measured at

amortized cost, management has determined that their carrying amounts are equal

to or approximate their fair values, except for interest-bearing loans and

borrowings, because of their short-term nature.

(c) Fair Value Measurement for Non-financial Assets

The Group has no non-financial assets measured at fair value as at December 31,

2020 and 2019. However, the fair values of its investment properties are required

to be disclosed, as shown in Note 13.

The table below shows the Levels within the hierarchy of non-financial assets

(investment property), which are not carried at fair value but whose fair value are

required to be disclosed on a recurring basis as at December 31, 2020 and 2019.

Level 1 Level 2 Level 3 Total

December 31, 2020

Investment property P - P - P 11,943,650,421 P11,943,650,421

December 31, 2019

Investment property P - P - P10,242,045,810 P10,242,045,810

In 2020 and 2019, the fair value of the Group’s Investment Properties is determined

on the basis of the appraisals performed by an independent external appraiser with

appropriate qualifications and recent experience in the valuation of similar

properties in the relevant locations. To some extent, the valuation process was

conducted by the appraiser in discussion with the Group’s management with

respect to the determination of the inputs such as the size, age, and condition of

the parcels of land and buildings, and the comparable prices in the corresponding

property location.

The fair value of these parcels of land, condominium units and retail building were

determined based on the following approaches:

(a) Fair Value Measurement for Land, Condominium Units and Retail Buildings

The Level 3 fair value of the parcels of land, condominium units, retail building

and parking slots under Investment Properties account was determined using

the market approach, adjusted for differences in key attributes such as

properties size, zoning and accessibility.

- 91 -

Under the market approach, when comparable lease offerings of similar

properties and sales prices of comparable land properties in close proximity are

used in the valuation of the subject property with insignificant adjustment on

the price, fair value is included in Level 2. Consequently, if the observable

recent prices of the reference properties were adjusted significantly for

differences in key attributes such as properties size, zoning and accessibility, the

fair value is included in Level 3. The most significant input into this valuation

approach is the price per square foot; hence, the higher the price per square

foot, the higher the fair value.

(b) Fair Value Measurement for Improvements under Retail Buildings

The Level 3 fair value of building improvements presented as part of retail

buildings under Investment Properties account was determined using the cost

approach that reflects the cost to a market participant to construct an asset of

comparable usage, construction standards, design and layout, adjusted for

obsolescence. The more significant inputs used in the valuation include direct

and indirect costs of construction such as but not limited to, labor and

contractor’s profit, materials and equipment, surveying and permit costs,

electricity and utility costs, architectural and engineering fees, insurance and

legal fees. These inputs were derived from various suppliers and contractor’s

quotes, price catalogues, and construction price indices. Under this approach,

higher estimated costs used in the valuation will result in higher fair value of the

properties.

There has been no change on the valuation techniques used by the Group,

except as indicated above, during the period for its investment properties. Also,

there were no transfers into or out of Level 2 fair value hierarchy for the years

ended December 31, 2020 and 2019.

32. CAPITAL MANAGEMENT OBJECTIVES, POLICIES AND PROCEDURES

The Group’s capital management objectives are to ensure the Group’s ability to

continue as a going concern and to provide an adequate return to shareholders by

pricing products and services commensurate with the level of risk.

The Group monitors capital on the basis of the carrying amount of equity as presented

in the consolidated statements of financial position. Capital for the reporting periods

under review is summarized as follows:

2020 2019

Total liabilities P34,563,259,985 P 24,535,183,948

Total equity 15,527,241,458 13,748,258,288

Debt-to-equity ratio 2.23:1.00 1.78:1.00

The Group’s goal in capital management is to limit a maximum debt-to-equity structure

ratio of 75:25 on a monthly basis. The Parent Company is required to certain financial

ratios in relation with its borrowings (see Note 15.2). The Group has complied with its

covenant obligations for both years ended December 31, 2020 and 2019.

- 92 -

The Group sets the amount of capital in proportion to its overall financing structure,

i.e., equity and financial liabilities. The Group manages the capital structure and makes

adjustments to it in the light of changes in economic conditions and the risk

characteristics of the underlying assets. In order to maintain or adjust the capital

structure, the Group may adjust the amount of dividends paid to shareholders, issue

new shares or sell assets to reduce debt.

33. RECONCILIATION OF LIABILITIES ARISING FROM FINANCING

ACTIVITIES

Presented below is the reconciliation of the Company’s liabilities arising from financing

activities, which includes both cash and non-cash changes.

Lease

Bank Loans Liabilities


(see Note 15) (see Note 12) Total

Balance as of January 1, 2020 P16,846,756,577 P 140,276,458 16,987,033,035

Cash flows from financing activities

Additional borrowings 12,583,999,063 - 12,583,999,063

Repayment of borrowings ( 5,672,248,772 ) ( 105,339,849 ) ( 5,777,588,621 )

Non-cash financing activities

Additional lease liabilities - 818,482,704 818,482,704

Amendment of lease contract - ( 18,685,338 ) ( 18,685,338 )

Amortization of debt issue cost 35,476,843 - 35,476,843

Balance at December 31, 2020 P23,793,983,711 P 834,733,975 P24,628,717,686

Balance as of January 1, 2019 P 10,641,280,311 P - P 10,641,280,311

Cash flows from financing activities

Additional borrowings 10,453,706,073 - 10,453,706,073

Repayment of borrowings ( 4,265,207,842 ) ( 39,719,752 ) ( 4,304,927,594 )

Non-cash financing activities

Additional lease liabilities - 179,996,210 179,996,210

Amortization of debt issue cost 16,978,035 - 16,978,035

Balance at December 31, 2019 P16,846,756,577 P 140,276,458 P 16,987,033,035

34. OTHER MATTERS

34.1 Continuing Impact of COVID-19 Pandemic

In late December 2019, the number of coronavirus (COVID-19) cases in Wuhan, China

increased and has grown rapidly and has even reached other countries already by

late January 2020. On March 11, 2020, the World Health Organization declared

COVID-19 to be a global pandemic. This turn of events has forced the national

government to place the Philippines on March 16, 2020 under a State of Calamity with

the rising COVID-19 cases in the country.

- 93 -

The COVID-19 pandemic’s unprecedented impact and the government’s stringent

quarantine measures to ease the spread of the virus has affected the Visayas and

Mindanao (VisMin) regions where the Group operates causing reduced business

operation in terms of the following:

 Reduced construction site operations to an average of 70% capacity due to

travel and transportation restrictions;

 Lowered business efficiency caused by work from home arrangement;

 Delayed permit approvals for new project launches;

 Increased, though slight, contract cancellations and delinquency due to increase

in local and OFW unemployment rate;

 Decreased in revenue from hotel operations of P21,452,978 as compared to

budget due to travel restrictions;

 Decreased rental revenue by P7,921,222 due to lower foot traffic, temporary

closure of businesses, and lease concessions such as rent discounts, rent

holidays or pre-termination; and,

 Incurred extra costs amounting to P19,716,105 to promote health and safety

protocols for both customers and employees to lessen the spread of the virus, cash

assistance given to Group employees and third party contractors workers and

support or donation to frontliners and local government units.

The overall impact of the foregoing is a decline in the Group and Parent Company’s

year on year net profit by 15% and 8%, respectively.

To mitigate the risks, the Group has implemented the following action plans:

 Operated construction site and branches as allowed by the government and

quarantine guidelines amidst the enhanced community quarantine and as

majority of materials and labor are being sourced locally. By fourth quarter of

2020, the Group ramped up to 90% operations with the easing of the

community quarantine restrictions;

 Focused in launching economic and middle market segments to address the

resilient demand for quality housing despite the pandemic;

 Offered promotions to new buyers by stretching equity installment terms to

boost reservation sales;

 Granted payment deferrals and grace period to buyers on their equity

installments upon request;

 Implemented and observed heightened safety and health standards, for

customers and employees, and provided flexible work from home arrangements

and employees transportation to reduce transmission of COVID-19 within the

workplace;

 Strengthened digitalization and innovation across all business segments.

During the year, the Group launched several digital platforms such as:

a. Buy-A-Home microsite to provide sales partners quick access to new

project inventories and promotions;

b. Masters Portal application for homeowners to track their payment status,

get CLI construction updates and promos; and,

c. Facebook chatbot for 24/7 response to general inquiries.

- 94 -

Based on the above actions and measures taken by management to mitigate the adverse

effect of the COVID-19 pandemic, management expects that the Group would

continue to report positive results of operations and would remain liquid to meet

current obligations as it falls due. Accordingly, management has not determined

material uncertainty that may adversely affect the Group’s financial stability and

profitability.

34.2 Corporate Recovery and Tax Incentives for Enterprises (CREATE) Bill

As at the issuance date of the 2020 consolidated financial statements of the Group, the

CREATE Bill is yet to be enacted into a law. The CREATE Bill aims to lower certain

corporate taxes and rationalize tax incentives given to certain taxpayers. Based on the

current draft, the effective of CREATE Bill for the new corporate income tax is July 1,

2020. When enacted, based on the Bicameral Committee’s approved version, the

effective regular corporate income tax rate applicable to the Company from January 1,

2020 to June 30, 2020 and July 1, 2020 to December 31, 2020 will be 30% and 25%,

respectively. Pending the enactment of the CREATE Bill, the Group used the

prevailing regular corporate income tax rate of 30% as of December 31, 2020 in

determining its current and deferred taxes in its 2020 financial statements (see Note 24).

Nevertheless, once enacted, the Group’s current and deferred taxes are expected to

decrease proportionate to the decrease in tax rate.

Punongbayan & Araullo

20th Floor, Tower 1

The Enterprise Center

6766 Ayala Avenue

Report of Independent Auditors


1200 Makati City

Philippines

to Accompany Supplementary T +63 2 8988 22 88


2288

Information Required by the

Securities and Exchange Commission

Filed Separately from the Basic

Consolidated Financial Statements

The Board of Directors and Stockholders

Cebu Landmasters, Inc. and Subsidiaries

(A Subsidiary of A B Soberano Holdings Corp.)

10th Floor, Park Centrale Tower

Jose Ma. Del Mar St., B2 L3

Cebu I.T. Park, Brgy., Apas

Cebu City

We have audited in accordance with Philippine Standards on Auditing, the consolidated

financial statements of Cebu Landmasters, Inc. and subsidiaries (the Group) for the year ended
December 31, 2020, on which we have rendered our report dated March 24, 2021. Our audit

was made for the purpose of forming an opinion on the basic consolidated financial statements

taken as a whole. The applicable supplementary information (see List of Supplementary

Information) is presented for purposes of additional analysis in compliance with the

requirements of the Revised Securities Regulation Code Rule 68 and is not a required part of

the basic financial statements prepared in accordance with Philippine Financial Reporting

Standards. Such supplementary information is the responsibility of management. The

supplementary information has been subjected to the auditing procedures applied in the audit of

the basic consolidated financial statements and, in our opinion, is fairly stated in all material

respects in relation to the basic consolidated financial statements taken as a whole.

PUNONGBAYAN & ARAULLO

got

By: Christopher M. Ferareza

Partner

CPA Reg. No. 0097462

TIN 184-595-975

PTR No. 8533229, January 4, 2021, Makati City

SEC Group A Accreditation

Partner - No. 1185-AR-2 (until May 9, 2021)


Firm - No. 0002 (until Dec. 31, 2024)

BIR AN 08-002511-34-2020 (until Jun. 25, 2023)

Firm’s BOA/PRC Cert. of Reg. No. 0002 (until Jul. 24, 2021)

March 24, 2021

Certified Public Accountants grantthornton.com.ph

Punongbayan & Araullo (P&A) is the Philippine member firm of Grant Thornton International Ltd (GTIL).

Offices in Cavite, Cebu, Davao

BOA/PRC Cert. of Reg. No. 0002


SEC Accreditation No. 0002-FR-5

Cebu Landmasters, Inc. and Subsidiaries

(A Subsidiary of A B Soberano Holdings Corp.)

List of Supplementary Information

December 31, 2020

Table of Contents

Schedule Description Page

Schedules Required under Annex 68-J of the Revised Securities Regulation Code Rule 68

A Financial Assets 1

B Amounts Receivable from Directors, Officers, Employees, Related Parties,

and Principal Stockholders (Other than Affiliates) 2

C Amounts Receivable from Related Parties which are eliminated during the

consolidation of financial statements 3

D Long-Term Debt 4

E Indebtedness to Related Parties 5

F Guarantees of Securities of Other Issuers 6

G Capital Stock 7

Other Required Information

Map Showing the Relationship Between and Among the Company and

Its Ultimate Parent, Subsidiaries and Associates 8

Reconciliation of Retained Earnings Available for Dividend Declaration

as of December 31, 2020 9

CEBU LANDMASTERS, INC. AND SUBSIDIARIES

(A Subsidiary of A B Soberano Holdings Corp.)

Schedule A - Financial Assets

December 31, 2020

Amount Shown in the


Income Received

Type of securities Statement of Financial


and Accrued

Position

Financial Assets at Amortized Cost

Cash and Cash Equivalents

Cash in banks P 751,514,323 P 2,625,116

Short-term placements 41,740,967 6,075,985

Cash on hand 3,929,500 -

797,184,790 8,701,101

Receivables

Contract receivables 5,807,986,200 -

Rent receivable 66,636,064 -

Retention receivable 57,707,728 -

Management fee receivables 27,506,262 -

166,164,422 -
Other receivables

6,126,000,676 -

Due from Related Parties 21,950,504 -

Other Non-Current Assets

Refundable deposits 78,003,269 -

P 7,023,139,239 P 8,701,101
Total

Cebu Landmasters, Inc. and Subsidiaries


Schedule B - Amounts Receivable from Directors, Officers, Employees, Related Parties and Principal Stockholders (Other than Affiliates)

December 31, 2020

Deductions Ending Balance

Name and designation of debtor


Balance at beginning
of period
Additions Reclassification Amounts collected
Amounts
Written off
Current* Not-current**
Balance at
end of period

Entities Under Common Ownership:


Condominium Corporation

Park Centrale Condo Corporation P 3,024 P 1,976 P - P - P - P 5,000 P - P 5,000


Baseline Residences Condo Corporation 2,177,916 645,955 - ( 72,773 ) - 2,751,098 - 2,751,098

Mivesa Garden Residences Condo Corporation 1,668,208 - - ( 518,782 ) - 1,149,426 - 1,149,426


Midori Residences Condo Corporation - 45,233 - ( 23,543 ) - 21,689 - 21,689

Asia Premier Condo Corporation ( 18,532 ) - - ( 194,839 ) - ( 213,371 ) - ( 213,371 )

Casa Mira Towers Labangon 3,426,759 2,780,460 - - - 6,207,219 - 6,207,219


Base Line Center Condo Corporation 391,199 6,282,795 - - - 6,673,994 - 6,673,994

Mesaverte Residences Condominium


Corporation - 1,355,151 - - - 1,355,151 - 1,355,151

7,648,573 11,111,570 - ( 809,938 ) - 17,950,206 - 17,950,206

Homeowners' Associations
Midori Plains 361,292 - - - - 361,292 - 361,292

San Josemaria Villages


Velmiro Heights
104,150
858,047 -
1,762 -
- (
-
57,330 )
-
-
105,912
800,717
-
-
105,912
800,717

Casa Mira Linao 952,408


2,275,896
592,861
594,623
-
- (
-
57,330 )
-
-
1,545,268
2,813,189
-
-
1,545,268
2,813,189

Others

Cebu Lanmasters Foundation, Inc.


Regalos de Cebu -
22,948 -
3,021,518
-
- (
-
1,906,861 )
-
-
22,948
1,114,657
-
-
22,948
1,114,657

22,948 3,021,518 - ( 1,906,861 ) - 1,137,605 - 1,137,605

9,947,418 14,727,711 - ( 2,774,129 ) - 21,901,000 - 21,901,000

Associates:

Ming-mori Development Corporation - 245,504 - ( 196,000 ) - 49,504 - 49,504

Ultimate Parent Company 158,920,838 55,251,798 - - - 214,172,636 - 214,172,636

Key Management Personnel 7,180,680 39,075,750 - ( 2,996,795 ) - 43,259,635 - 43,259,635

P 176,048,936 P 109,300,763 P - ( P 5,966,924 ) P - P 279,382,775 P - P 279,382,775

*Due within one year


**Due beyond one year

Cebu Landmasters, Inc. and Subsidiaries


Schedule C - Amounts Receivable from Related Parties which are eliminated during the consolidation of financial statements

December 31, 2020

Deductions
Balance at

Name and Designation of debtor beginning of


period
Additions Reclassification
Amounts
collected
Amounts
written off
Current* Non-current**
Balance at
end of period

CLI Premier Hotels Int’l. Inc. P 1,610,883 P 15,806,420 P - P - P - P 17,417,303 P - P 17,417,303

Cebu Landmasters Property Management, Inc. 2,060,710 11,366,513 - ( 6,018,626 ) - 7,408,596 - 7,408,596
A.S. Fortuna Property Ventures, Inc. - - ( 59,610,753 ) - - (59,610,753) - ( 59,610,753 )

BL CBP Ventures, Inc. 174,600 10,644,131 - ( 8,654,605 ) - 2,164,126 - 2,164,126


Yuson Excellence Soberano, Inc. 73,567 48,292,946 - ( 2,825,071 ) - 45,541,442 - 45,541,442

CCLI Premier Hotels Int’l. Inc. 6,227,795 12,608 - - - 6,240,403 - 6,240,403


Mivesa Garden Residences, Inc. 1,230,635 9,984,594 - ( 5,812,094 ) - 5,403,136 - 5,403,136

El Camino Developers Cebu, Inc. 4,476,285 - ( 803,149 ) ( 8,675,903 ) - (5,002,768) - ( 5,002,768 )


Yuson Huang Excellence Soberano, Inc. 80,077 5,892,625 - ( 4,116,057 ) - 1,856,645 - 1,856,645

YHEST Realty and Development Corporation 37,785 172,037 - - - 209,822 - 209,822

Cebu BL-Ramos Ventures, Inc.


GGTT Realty Corporation
-
-
209,857,639
223,286
-
-
-
-
-
-
209,857,639
223,286
-
-
209,857,639
223,286

Cebu Homegrown Developers, Inc. - - ( 3) - - (3) - ( 3)

P 15,972,337 P 312,252,797 ( P 60,413,906 ) ( P 36,102,356 ) P - P 231,708,872 P - P 231,708,872

*Due within one year


**Due beyond one year

Cebu Landmasters, Inc. and Subsidiaries

Schedule D - Long-Term Debt


December 31, 2020

Amount shown under


Amount shown under
caption"Current portion of

Title of issue and type of obligation long-term debt" in related


caption"Long-Term Debt" in
Interest Rate
No. of Periodic
Maturity Date
related Statement of Financial Installments

Statement of Financial
Position
Position

Promissory notes
Bank of the Philippine Islands P 593,009,670 P 3,215,021,654 4.0000% to 7.1250% Various 01/20/21 to 09/24/28

Land Bank of the Philippines 225,727,433 1,687,028,009 4.0310% to 5.2500% Various 05/30/28 to 08/30/29

BDO, Unibank 76,933,015 829,901,483 1.8400% to 6.000% Various 07/25/27

Bank of Commerce 100,000,000 - 4.750% Various 01/20/21


Development Bank of the Philippines - 374,996,428 4.2010% to 5.0000% Various 09/30/26 to 05/30/34

China Banking Corporation 174,189,899 267,737,374 5.2500% to 6.2500% Various 03/08/23 to 06/26/23

Rizal Commercial Banking Corporation - 436,123,058 4.8000% to 5.5500% Various 06/28/26 to 12/23/30
Philippine National Bank

246,825,000 722,341,671 4.0000% to 6.5000% Various 12/06/21 to 07/12/24


1,416,685,017 7,533,149,676

Corporate notes

BDO Unibank Inc. - 990,072,253 7.25% 17 12/20/25


Bank of the Philippine Islands - 1,681,813,017 3.5370% to 7.2500% 17 12/20/25

China Banking Corporation - 3,950,626,226 3.4610% to 7.2500% 13 to 29 09/04/25 to 10/20/28

Development Bank of the Philippines - 1,974,560,914 3.5370% to 4.6553% 17 04/28/27

Land Bank of the Philippines 17,857,143 1,958,791,935 4.2323% to 6.6300% 29 08/02/28 to 03/10/30
Rizal Commercial Banking Corporation - 1,974,175,349 3.5370% to 4.6553% 13-17 09/04/25 to 04/28/27

- 296,252,181
Social Security System 3.461% 12 09/04/25

ALFM 2,000,000,000 - 4.75% 1 04/30/21

2,017,857,143 12,826,291,875

P 3,434,542,160 P 20,359,441,551

Cebu Landmasters, Inc. and Subsidiaries

Schedule E - Indebtedness to Related Parties

December 31, 2020

Balance at beginning Balance at end


Name of related party

of period of period

NOT APPLICABLE

Cebu Landmasters, Inc. and Subsidiaries

Schedule F - Guarantees of Securities of Other Issuers


December 31, 2020

Title of issue of each Total amount Amount owned by


Name of issuing entity of securities guaranteed by

the company for which this statement is filed


class of securities guaranteed and person for which Nature of guarantee

guaranteed outstanding statement is filed

NOT APPLICABLE

Cebu Landmasters, Inc. and Subsidiaries

Schedule G - Capital Stock


December 31, 2020

Number of shares held by

Number of shares issued


Number of shares

Number of shares
and outstanding as
reserved for options, Directors, officers and
Title of Issue shown under the related Related parties Others

authorized
Statement of Financial
warrants, coversion and employees
other rights

Position caption

Common shares - P1 par value

Authorized 2,400,000,000

Issued and outstanding 1,554,999,600 159,000,400 994,395,197 21,750,003 538,854,400

Preferred Shares - P0.10 par value

Authorized 1,000,000,000
Issued and outstanding - - - - -

CEBU LANDMASTERS, INC. AND SUBSIDIARIES

MapCompany
Showing the Relationship Between and Among the
and its Ultimate Parent, Subsidiaries,

A B Soberano
and Associates Holdings Corp.

December 31, 2020


Ultimate Parent Company

58.02%

Cebu Landmasters, Inc.

Parent Company

100% 100% 100% 50% 50%

A.S. Fortuna Property Cebu Landmasters Property CLI Premier Hotels Yuson Excellence

Ventures, Inc. Management, Inc. Int’l. Inc.


BL CBP Ventures, Inc.
Soberano, Inc.

Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary

50% 50% 50% 50% 45%

Yuson Huang Excellence YHEST Realty and CCLI Premier Hotels Cebu Homegrown Mivesa Garden

Soberano, Inc. Development Corporation Int’l. Inc. Developers, Inc. Residences, Inc.

Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary

35% 50%

El Camino
Cebu BL-Ramos Ventures,
YHES Premier Hotels, Inc. Developers Cebu, Inc. Subsidiary

Inc.

Subsidiary Subsidiary Subsidiary

25% 20% 33%

8 Nature

Magspeak Ming-mori
Park, Inc. Development Corporation ICOM Air Corporation

Associate Associate Associate


CEBU LANDMASTERS, INC.

(A Subsidiary of A B Soberano Holdings Corp.)

10th Floor, Park Centrale Tower, Jose Ma. Del Mar St., B2 L3, Cebu I.T. Park, Brgy. Apas, Cebu City

Reconciliation of Retained Earnings Available for Dividend Declaration

as of December 31, 2020

(Amounts in Philippine Pesos)

Unappropriated Retained Earnings at Beginning of Year P 1,645,542,496

Prior Year's Outstanding Reconciling Items, net of tax

Share in profit of subsidiaries and associates ( 684,385,868 )

Treasury stock, at cost ( 247,193,811 )

Unappropriated Retained Earnings Available for

Dividend declaration at beginning of Year, as Adjusted 713,962,817

Net Profit Realized during the Year P 1,865,522,967

Share in profit of subsidiaries and associates ( 149,343,091 ) 1,716,179,876

Other Transactions During the Year

Appropriation of retained earnings ( 3,300,000,000 )

Release of appropriated retained earnings 2,400,495,377

Dividend declared ( 414,795,000 )

Acquisition of treasury stock during the year ( 485,657,205 ) ( 1,799,956,828 )

Unappropriated Retained Earnings Available for

Dividend declaration at end of Year P 630,185,865

Punongbayan & Araullo

20th Floor, Tower 1

Report of Independent Auditors The Enterprise Center


6766 Ayala Avenue

on Components of 1200 Makati City


Philippines

Financial Soundness Indicators T +63 2 8988 2288


22 88

The Board of Directors and Stockholders


Cebu Landmasters, Inc. and Subsidiaries
(A Subsidiary of A B Soberano Holdings Corp.)
10th Floor, Park Centrale Tower
Jose Ma. Del Mar St., B2 L3
Cebu I.T. Park, Brgy., Apas
Cebu City

We have audited, in accordance with Philippine Standards on Auditing, the consolidated financial
statements of Cebu Landmasters, Inc. and subsidiaries (the Group) as at December 31, 2020
and 2019 and for each of the three years in the period ended December 31, 2020, and have
issued our report thereon dated March 24, 2021. Our audits were made for the purpose of
forming an opinion on the basic consolidated financial statements taken as a whole. The
Supplementary Schedule on Financial Soundness Indicators, including their definitions, formulas,
calculation, and their appropriateness or usefulness to the intended users, are the responsibility
of the Group’s management. These financial soundness indicators are not measures of
operating performance defined by Philippine Financial Reporting Standards (PFRS) and may not
be comparable to similarly titled measures presented by other companies. This schedule is
presented for the purpose of complying with the Revised Securities Regulation Code Rule 68
issued by the Securities and Exchange Commission, and is not a required part of the basic
consolidated financial statements prepared in accordance with PFRS. The components of these
financial soundness indicators have been traced to the Group’s consolidated financial statements
as at December 31, 2020 and 2019 and for each of the three years in the period ended
December 31, 2020 and no material exceptions were noted.

PUNONGBAYAN & ARAULLO

By: Christopher M. Ferareza


Partner
got
CPA Reg. No. 0097462
TIN 184-595-975
PTR No. 8533229, January 4, 2021, Makati City
SEC Group A Accreditation
Partner - No. 1185-AR-2 (until May 9, 2021)
Firm - No. 0002 (until Dec. 31, 2024)
BIR AN 08-002511-34-2020 (until Jun. 25, 2023)
Firm’s BOA/PRC Cert. of Reg. No. 0002 (until Jul. 24, 2021)

March 24, 2021

Certified Public Accountants grantthornton.com.ph


Punongbayan & Araullo (P&A) is the Philippine member firm of Grant Thornton International Ltd (GTIL).

Offices in Cavite, Cebu, Davao


BOA/PRC Cert. of Reg. No. 0002
SEC Accreditation No. 0002-FR-5
CEBU LANDMASTERS, INC. AND SUBSIDIARIES
(A Subsidiary of A B Soberano Holdings Corp.)
Supplemental Schedule of Financial Soundness Indicators
December 31, 2020 and 2019
(Amounts in Philippine Pesos)

Ratio Formula 2020 Formula 2019


Current Total Current Assets divided by Total Current 2.41 Total Current Assets divided by Total Current 2.56
ratio Liabilities Liabilities

Total Current Assets 27,600,305,172 Total Current Assets 22,932,778,503


Divide by: Total Current Divide by: Total Current
Liabilities 11,453,378,896 Liabilities 8,971,181,909
Current Ratio 2.41 Current Ratio 2.56

Acid test ratio Quick assets (Cash and cash equivalents plus Current 0.92 Quick assets (Cash and cash equivalents plus 1.11
Receivables and Current Receivables and Due from Current Receivables and Current Receivables and
Related Parties) divided by Total Current Liabilities Due from Related Parties) divided by Total
Current Liabilities

Csah and cash equivalents 797,184,790 Csah and cash equivalents 917,170,651
Add: Current Receivables 6,020,754,434 Add: Current Receivables 5,204,137,996
Current Contract Current Contract
Assets 3,642,591,056 Assets 3,799,666,118
Due from Related Due from Related
Parties 21,950,504 Parties 9,947,417
Quick Assets 10,482,480,784 Quick Assets 9,930,922,182
Divide by: Total Current Divide by: Total Current
Liabilities 11,453,378,896 Liabilities 8,971,181,909
Acid test ratio 0.92 Acid test ratio 1.11

Solvency ratio Total Liabilities divided by Total Assets 0.69 Total Liabilities divided by Total Assets 0.64

Total Liabilities 34,563,259,985 Total Liabilities 24,535,183,948


Divide by: Total Assets 50,090,501,443 Divide by: Total Assets 38,283,442,236
Solvency ratio 0.69 Solvency ratio 0.64

Debt-to- Total Liabilities divided by Total Equity 2.23 Total Liabilities divided by Total Equity 1.78
equity ratio
Total Liabilities 34,563,259,985 Total Liabilities 24,535,183,948
Divide by: Total Equity 15,527,241,458 Divide by: Total Equity 13,748,258,288
Debt-to-equity ratio 2.23 Debt-to-equity ratio 1.78

Assets-to- Total Assets divided by Total Equity 3.23 Total Assets divided by Total Equity 2.78
equity ratio
Total Assets 50,090,501,443 Total Assets 38,283,442,236
Divide by: Total Equity 15,527,241,458 Divide by: Total Equity 13,748,258,288
Assets-to-equity ratio 3.23 Assets-to-equity ratio 2.78

Interest rate Earnings before interest and taxes (EBIT) divided by 2.83 Earnings before interest and taxes (EBIT) divided 4.01
coverage Interest expense by Interest expense
ratio
Profit before tax 2,791,580,908 Profit before tax 3,181,493,724
Add: Interest charged to: Add: Interest charged to:
Cost of Sales 394,329,036 Cost of Sales 135,900,814
Finance cost 2,439,236 Finance cost 33,629,596
EBIT 3,188,349,180 EBIT 3,351,024,134

Divide by: Interest Expense* 1,124,829,121 Divide by: Interest Expense* 836,174,726
Interest rate coverage ratio 2.83 Interest rate coverage ratio 4.01

*Includes 1,122,389,885 interest capitalized as part *Includes 802,545,130 interest capitalized as part
of real estate inventory and investment property of real estate inventory and investment property

Return on Net Profit divided by Total Ave. Equity 14% Net Profit divided by Total Ave. Equity 19%
equity
Net Profit 2,075,727,321 Net Profit 2,437,937,509
Divide by: Total Ave. Equity 14,637,749,873 Divide by: Total Ave. Equity 12,548,692,033
Return on equity 14% Return on equity 19%

Return on Net Profit divided by Total Ave. Assets 5% Net Profit divided by Total Ave. Assets 6%
assets
Net Profit 2,075,727,321 Net Profit 2,437,937,509
Divide by: Total Ave. Asssets 44,186,971,840 Divide by: Total Ave. Asssets 38,151,600,629
Return on assets 5% Return on assets 6%

Net profit Net Profit divided by Revenues 25% Net Profit Divided by Revenues 29%
margin
Net Profit 2,075,727,321 Net Profit 2,437,937,509
Divide by: Total Revenue 8,298,820,318 Divide by: Total Revenue 8,499,047,935
Return on assets 25% Return on assets 29%

Other ratio
Gross Gross Profit divided by Total Revenue 48% Gross Profit divided by Total Revenue 49%
profit
margin Gross Profit 4,016,708,860 Gross Profit 4,198,362,958
Divide by: Total Revenue 8,298,820,318 Divide by: Total Revenue 8,499,047,935
Gross profit margin 48% Gross profit margin 49%

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