ALHI - 17A - Mar2012 (AR 2011)
ALHI - 17A - Mar2012 (AR 2011)
ALHI - 17A - Mar2012 (AR 2011)
C S 2 0 0 4 1 1 5 9 3
SEC Registration Number
A N C H O R L A N D H O L D I N G S , I N C .
1 1 t h F l o o r , L . V . L o c s i n B l d g . ,
6 7 5 2 A y a l a A v e . c o r M a k a t i A v e . ,
M a k a t i C i t y
1 2 3 1 1 7 - A
Month Day (2011) Month Day
(Calendar Year) (Form Type) (Annual
Meeting)
SEC
Dept. Requiring this Doc. Amended Articles
Number/Section
Document ID Cashier
STAMPS
Remarks: Please use BLACK ink for scanning purposes.
SECURITIES AND EXCHANGE COMMISSION
4. Exact name of issuer as specified in its charter: ANCHOR LAND HOLDINGS, INC.
7. 11/F L.V. Locsin Bldg., 6752 Ayala Ave. cor Makati Ave., Makati City
Address of principal office Postal Code
9. Not applicable_____________________________________________________________________
Former name, former address, and former fiscal year, if changed since last report.
10. Securities registered pursuant to Sections 8 and 12 of the SRC, or Sec. 4 and 8 of the RSA
Yes [x] No [ ]
If yes, state the name of such stock exchange and the classes of securities listed therein:
(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 [ ]
Page 2 of 35
13. Aggregate market value of the voting stock held by non-affiliates of the registrant as of 31 December
2011:
Assumptions:
(a) Total number of shares held by non-affiliates as of December 31, 2011 47,863,552
(b) Closing price of the Registrant’s share on the exchange as of December 31, 2011 Php _18.30
(c) Aggregate market price of (a) as of December 30, 2011 Php 875,903,001.6
14. Check whether the issuer has filed all documents and reports required to be filed by Section 17 of the
Code subsequent to the distribution of securities under a plan confirmed by a court or the
Commission.
15. If any of the following documents are incorporated by reference, briefly describe them and identify the
part of SEC Form 17-A into which the document is incorporated:
None
Page 3 of 35
PART I - BUSINESS AND GENERAL INFORMATION
Item 1. Business
BUSINESS OVERVIEW
Anchor Land Holdings, Inc. (“ALHI” or the “Company”) was registered with the Securities and
Exchange Commission (“SEC” or the “Commission”) on July 29, 2004 with an authorized capital stock of
P10,000,000.00 divided into P100,000 common shares with a par value of P100.00.
The Company is the holding company of the ALHI Group (the “Group”) with principal business interest
in real estate organized to acquire by purchase, lease, donation, or otherwise, and to own, use, improve,
develop, subdivide, sell, mortgage, exchange, lease, and hold for investment, real estate of all kinds,
whether to improve, manage or otherwise dispose of buildings, houses, apartments, and other structures of
whatever kind, together with their appurtenances.
The Company traces its roots to Anchor Properties Corporation (“APC”). APC was incorporated in July
15, 2003. It commenced commercial operations on April 30, 2004, simultaneously with the start of the
construction of its Lee Tower project.
The Company was founded by a group of entrepreneurs led by Mr. Stephen Lee Keng and Mr. Steve Li.
The Company was primarily organized to engage in real estate development and marketing focusing
initially in high-end residential condominiums within the Manila area. It started business operations on
November 25, 2005.
On December 13, 2006, the board of directors and stockholders of the Company approved and authorized
the plan of merger of APC, with the Company as the surviving entity. Simultaneously with the approval of
the Company’s merger with APC, the Company’s board of directors and stockholders also approved
amendments to Company’s Articles as follows: (a) reduction of the par value from P100.00 to P1.00
resulting in stock split and increase in authorized capital stock from P10,000,000.00 to P1,000,000,000.00.
Both companies are substantially under common control and the merger of the two companies was done
to consolidate their real estate projects under one group.
On July 7, 2011, the board of directors and stockholders of the Company approved the amendment of the
Company’s Articles of Incorporation as follows: a) increase in authorized capital stock of the Company
from 1,000,000,000 shares of common stock with par value of ONE PESO (P1.00) per share to
2,300,000,000 shares of common stock with par value of ONE PESO (P1.00) per share; and b) increase in
authorized capital stock of the Company by creating preferred shares of P1,300,000,000.00 8%, voting,
preferred shares with par value of ONE PESO (P1.00) per share.
BUSINESS PLAN
We expect 2012 to be a very busy one for the Company as we prepare to launch at least six new projects –
which will be a mix of horizontal, vertical and commercial developments – in our continuing efforts to
create new markets and expand existing ones.
We have allotted P4.5 billion in capital expenditures this year for these developments, two of which would
help expand our portfolio that provides recurring income in the near- to medium-term.
The new projects reflect our Company’s objective to take advantage of the continued strong demand for
our niche developments and in the process sustain the upward profitability and financial growth that we
have established in the past four years.
We continue our focus in Metro Manila where our Company has established a strong presence and loyal
customer base particularly in the Filipino-Chinese community. We aim to take advantage of the goodwill
and trust that we have built over the years through quality projects, innovative selling approaches and
strong customer service that have become our trademark in the industry.
Page 5 of 35
The new projects include Oxford Parksuites, another learning-focused residential condominium in
Chinatown’s university belt that will be a follow-up to the successful Wharton Parksuites along
Masangkay Street. Both developments are targeted towards those who study or send their children to the
prestigious Chinese learning institutions in the area.
Another new development concept being undertaken is Clairemont Hills, a low-density development to
rise in suburban San Juan City called which will feature clusters of three-storey townhomes and a medium-
rise condominium at the center with a maximum of four units per floor. The project features a tropical
garden setting within a secure, quiet and gated compound that offers subdivision-like amenities and a
location that is also close to many exclusive schools in the city.
Anchor Land has likewise acquired a prime property near our very successful Admiral Hotel
redevelopment project along Roxas Boulevard where we intend to put up a premium commercial office
building that we intend to fully lease out to businessmen and investors. This prime area is vastly
underserved since no new office buildings have been built there in at least ten years, and we anticipate
strong take up since the offices will offer a magnificent and unobstructed view of Manila Bay.
Another new project this year is One Executive Suites, which will serve as the residential component of
Two Shopping Center in Pasay City, Anchor Land’s successful foray into the commercial development
segment together with One Shopping Center. One Executive Suites will be built right across Two
Shopping Center and will cater exclusively to traders and wholesalers in the Baclaran bargain shopping
district.
Already in the drawing boards is another commercial development in Manila called One Soler, an 18-
storey commercial building with warehousing facilities which should further enhance the great shopping
experience in the Divisoria area, one of the country’s oldest commercial and trading centers. It will be built
near the corner of Soler Street and Reina Regente Street.
Finally, we will continue the expansion of SoleMare Parksuites, by far the Company’s most successful
project in the Manila Bay area between the Mall of Asia and the upcoming Pagcor Entertainment City.
We have sold out four medium-rise condominium towers in SoleMare, but the new phase promises bigger
and better amenities in a most strategic location within Asia’s next Vegas where we are the pioneer
residential developer in the area and the first to turn over completed units to buyers.
All these new projects are expected to contribute to Anchor Land’s healthy financial position in 2012 and
beyond by providing a steady inventory of available units and revenues for the benefit of shareholders and
employees alike.
PATENTS, TRADEMARKS
The Company and its subsidiaries have secured the registration of the following tradename and trademark
with the Intellectual Property Office:
SoleMare Parksuites Posh Properties June 27, 2008 / December 8, 2008 Class 36 – Real
Development 4-2008-007647 / 4-2008-007647 Estate Affairs
Corporation
(PPDC)
Anchor Skysuites ALHI August 15, 2008 / April 6, 2009 / Class 36 / 37
4-2008-009935 4-2008-009935
Page 6 of 35
Posh Properties PPDC July 11, 2008 / April 6, 2009 / Class 37 – Real
Development Corp. 4-2008-008340 4-2008-008340 Estate
Development
Anchor Land ALHI July 11, 2008 / April 6, 2009 / Class 37 – Real
Holdings, Inc. 4-2008-008333 4-2008-008333 Estate
Development
Manila Towers MTDC July 11, 2008 / April 6, 2009 / Class 37 – Real
Development Corp. 4-2008-008335 4-2008-008335 Estate
Development
Mayfair Tower ALHI July 11, 2008 / April 6, 2009 / Class 37 – Real
4-2008-008334 4-2008-008334 Estate
Development
Lee Tower ALHI August 15, 2008 / April 6, 2009 / Class 36 / 37
4-2008-009934 4-2008-009934
Wharton Parksuites MTDC Sept 30, 2009 / June 24, 2010 / Class 37
4-2009-009925 4-2009-009925
One Shopping Center PPDC June 8, 2009 / January 14, 2010 / Class 36
4-2009-005664 4-2009-005664
The Group is required to secure the following permits and licenses from the HLURB for the development
of its Condominium projects:
Development Permits
All condominium plans for residential, commercial, industrial and other development projects are subject
to approval by the pertinent local government unit in which the project is situated. The development of
condominium projects can commence only after the local unit has issued the development permit. The
Development Permits were issued to the following projects:
Certificate of Registration
All condominium projects are required to be filed with and approved by the HLURB. Approval of such
plans is conditional on, among other things, the developer’s financial, technical and administrative
capabilities. Certificate of Registration were issued to the Group as follows:
License to Sell
Condominium units may be sold or offered for sale only after license has been issued by the HLURB. The
license to sell may be issued only against a performance bond posted to guarantee the completion of the
construction of the subdivision or condominium project and compliance with applicable laws and
regulations. License to Sell were issued to the Group as follows:
The Group has likewise secured all the necessary business permits and licenses granted by the government
and its appropriate agencies which include registrations and licenses from Securities and Exchange
Commission, Social Security System; and the Bureau of Internal Revenue.
HUMAN RESOURCES
The Group has 277 employees. Of these, 58 employees performed clerical functions, 150 employees were
involved in operations and 69 performed administrative functions. The Group has no collective bargaining
agreements with employees and there are no organized labor organizations in the Group. The Group
complies with the minimum compensation benefits standards pursuant to Philippine law. The Group has
not experienced any disruptive labor disputes, strikes or threats of strikes and the Group believes that its
relationship with its employees in general is satisfactory.
Item 2. Properties
ALHI owns 6 parcels of land directly and 27 parcels of land indirectly through its subsidiaries. The lands
owned by the Company and its subsidiaries are as follows:
Lee Tower
The Lee Tower is the first brainchild of the Group, it stands tall within a 1,108.8 square meter of land
located at Sabino Padilla Street, Binondo, Manila covered by Transfer Certificates of Title Nos. 285036
and 285037. The Lee Tower is a 33-storey high, with 150 residential units and two commercial units, it
offers its residents dynamic city living at its finest.
Mayfair Tower
The Mayfair Tower having been completed, standing tall within the 958.9 square meter of land located at
United Nations Avenue corner A. Mabini Street in Ermita, Manila covered by Transfer Certificates of
Title Nos. 269918 and 269919. This 33-storey residential condominium boasts of world-class amenities
and facilities, exclusive to the privileged few. The sky terrace, one of its best features, allows as much as
200 people to enjoy the wonderful view of the city and the lush landscape that surrounds the area.
Mandarin Square
The Mandarin Square, completed in January 2011, is a 39-storey luxury condominium that has 2,293.9
square meter property located along Ongpin Street in Binondo, Manila covered by TCT Nos. 280503,
280504, 280505, 212155 and 212156. The Mandarin Square is your gateway to experience the best of
Chinatown, as it bridges you to various commercial and recreational establishments that surround the
area.
Solemare Parksuites (Phase I) is substantially complete and is being turned over to the unit owner as of
December 31, 2011. This 18-storey twin tower residential condominium within a 6,281 square meter
property located at ASEANA Business Park in Paranaque, (near SM Mall of Asia) is covered by TCT
No.180308. The Solemae Parksuites is located just off busy Macapagal Boulevard. Inspired by the
Venetian Architecture, Solemare Parksuites’ elegant interiors and proximity to almost all of the key
establishments makes it appealing to its young target market in search of second home.
Anchor Skysuites
Anchor Skysuites is about 31% complete as of December 31, 2011. This 56-storey residential
condominium is situated in Ongpin Street, Binondo Manila containing an area of Three Thousand Sixty
Five square meters and 70 square decimeters (3,065.70) covered by transfer Certificate of Title Nos. 97893,
97894, 97895, 282204 and 282324. The Anchor Skysuites is set to become the tallest edifice in Chinatown.
Posh Properties Development Corporation (“PPDC”) acquired a parcel of land situated in Pasay City
containing an area of One Thousand Six Hundred Seven square meters and 20 square decimeters
(1,607.20) covered by Transfer Certificate of Title Nos. 150541 and 150542. It is now developed as a
commercial center which is called One Shopping Center.
Page 9 of 35
Two Shopping Center
Two Shopping Center is substantially complete and is being turned over to the tenants as of December 31,
2011. This commercial center is situated in Pasay City containing an area of Six Thousand Five Hundred
Thirty Three square meters and 90 square decimeters (6,533.90) covered by Transfer Certificate of Title
Nos. 145526, 145527, 145528, 151248, 151544 and 151545.
Wharton Parksuites
Wharton Parksuites is presently under construction with a 70% completion rate as of December 31, 2011. This
39-storey residential condominium is located in Binondo Manila containing an area of One Thousand One
Hundred Fifty Two square meters and 60 square decimeters (1,152.60) covered by Transfer Certificate of Title
no. 288154. The Wharton Parksuites provides unique facilities conducive for learning and entertainment as it is
situated near six major Chinese educational institutions.
Admiral Baysuites
Admiral Realty Co., Inc. (ARCI) owns a parcel of land situated in Roxas Blvd. containing an area of Three
Thousand Four Hundred Forty Six square meters and 20 square decimeters (3,446.20) covered by Transfer
Certificate of Title No. 002-2011001508, which is now being developed into a 53-storey luxury condominium
and is already 13% completed as of December 31, 2011.
Clairemont Hills
A parcel of land situated in San Juan City, Metro Manila containing an area of Five Thousand Six Hundred
Twenty Seven square meters (5,627) covered by transfer Certificates of Title Nos. 11251, 11252 and 11253 was
acquired to be developed as integrated development that will feature medium-rise condominium and
townhouses along with a complementary commercial area to be known as “Clairemont Hills Parksuites”.
Solemare Parksuites (PhaseII) is currently under construction with a 25% completion rate as of December 31,
2011. This 18-storey twin tower residential condominium is situated in Paranaque City containing an area of
Six Thousand Eight Hundred Nine square meters and 50 square decimeters (6,809.50) covered by Transfer
Certificate of Title no. 180889.
Undeveloped Land
ARCI owns three (3) parcels of land located at Ermita, Malate, Manila containing an area of One Thousand Six
Hundred Thirty square meters and 70 square decimeters (1,630.70) covered by Transfer Certificate of Title nos.
83061, 83062 and 83063. This land was acquired for a future project of the group.
ARCI likewise owns a parcel of land directly adjacent to its current Admiral Baysuites project, consisting of One
Thousand Sixty Five square meters and 20/100 decimeters (1,065.20) and covered by Transfer Certificate of
Title no. 002-2011001507, which is intended to be redeveloped into a boutique hotel.
PPDC also owns a parcel of Land located at Aseana Business Park, Tambo, Parañaque City containing an area
of Eighteen Thousand One Hundred Nineteen square meters and 40 square decimeters (18,119.40) covered by
Transfer Certificate of Title nos. 158036 and 158037. This land was acquired for a future project of the Group.
Leased Properties
The Group leases its principal place of business at Unit 11B, 11th Floor L.V. Locsin Building, 6752 Ayala
Avenue, corner Makati Avenue, Makati City, Philippines, 1228. The lease contract is up to January 8, 2017.
The leased premise has an area of four hundred forty and 25/100 square meters(440.25 sq. m.), an additional
four(4) free basement parking slots, with an area of about fourteen and 50/100 (14.50) square meters each.
The Group is currently leasing at 15 th Floor L.V. Locsin Building, 6752 Ayala Avenue, corner Makati
Avenue, Makati City, Philippines, 1228. The lease shall be for a period of three (3) years, commencing
Page 10 of 35
on April 1, 2009 and ending on March 31, 2012. The Group has filed for the renewal of the contract to
extend the lease until March 31, 2014. The leased premise has an area of eight hundred eighty eight and
24 /100 square meters (888.24 sq. m.), including seven (7) basement parking slots.
The Group also leases a property at No. 816 Salazar Street Binondo Manila, Philippines, 1228. The lease
shall be for a non-renewable period of three ( 3 ) years, commencing on January 1, 2010 and ending
on March 31, 2013 . The leased premise has an area of six hundred four square meters ( 604 sq.m.).
The Group likewise leased a property at the corner of President Diosdado Macapagal Avenue and Bradco
Avenue Aseana Business Park, Paranaque City, Philippines, 1228. The lease was originally for a period
of two (2) years which ended on March 6, 2010 and is now being leased on a quarterly basis. The leased
premise has an area of nine hundred twenty five and 56 /100 square meters (925.56 sq. m.)
To the best of the Company’s knowledge, there has been no occurrence of any of the following events
during the past three (3) years up to the present which are material to an evaluation of the ability and
integrity of any director, any person nominated to become director, executive officer or control person of
the Company:
1. Any insolvency or bankruptcy petition filed by or against any business of which such person was a
general partner or executive officer whether at the time of insolvency or within two (2) years prior
to that time;
2. Any conviction by final judgment in a criminal proceeding, domestic or foreign, in any pending
criminal proceeding, domestic or foreign, excluding traffic violations and other minor offenses;
3. Any final and executory order, judgment or decree of any court of competent jurisdiction,
domestic or foreign, permanently or temporarily, enjoining, barring, suspending or otherwise
limiting involvement in any type of business, securities, commodities or banking activities; and
4. Any final and executory judgment by a domestic or foreign court or competent jurisdiction (in a
civil action), the SEC, or comparable foreign body, or domestic or foreign exchange or electronic
marketplace or self regulatory organization, for violation of a securities or commodities law.
There are no legal proceedings to which the Company or its subsidiaries or any of their properties is
involved in or subject to any legal proceedings which would have material effect adverse effect on the
business or financial position of the Company or its subsidiaries.
The stockholder’s meeting of the Company was held last July 7, 2011 at Makati Shangri-La Hotel, Makati
City. At the said meeting, the following were presented and approved by the stockholders present
representing 90.5% of the outstanding shares entitled to vote:
Page 11 of 35
g. Amendment of the Articles of Incorporation to reflect the increase in authorized capital stock of
the Corporation.
The following were elected Directors of the Company for the year 2011-2012, namely: Stephen Lee Keng,
Steve Li, Imelda Tañeda Sze, Christine P. Base, Peter Kho, Frances Monje and Solita V. Delantar.
Other than those matters mentioned above, there are no other matters submitted to a vote by the security
holders.
*******************************************************************
Item 5. Market for Issuer's Common Equity and Related Stockholder Matters
(a) The principal market of the Company’s shares of stock is the Philippine Stock Exchange. The
closing prices of the Company’s share for each quarter since the date of listing were as
follows:
(b) The closing price of the Company’s stocks as of the latest practicable trading
dates were as follows:
(2) Holders
The approximate number of shareholders as of December 31, 2011 is 102. The top twenty (20)
stockholders of the Company as of December 31, 2011 were as follows:
(3) Dividends
The Board of Directors of the Company has declared a cash dividend equivalent to 20% of its net profit as
of December 31, 2010 or P 0.32 per share to all stockholders’ of record as of June 30, 2011 during its
Board Meeting on April 13, 2011. The dividends declared will be paid on July 15, 2011.
On May 30, 2011 and June 15, 2011 the Board of Directors of the Company approved and re-affirmed
ALHI’s declaration of stock dividend of one (1) common share per one (1) outstanding common share
held by the stockholders or one hundred percent (100%) of its outstanding capital stock. The aforesaid
approval was ratified by the stockholders of the Company during its Annual Stockholders’ Meeting held
on July 7, 2011.
On April 20, 2010, the Board of Directors of the Company has declared a cash dividend of P 0.21 per
share to all stockholders’ of record as of June 30, 2010. The dividends declared will be paid on July 15,
2010.
The Company has no restrictions that will limit the ability to pay dividends on common equity. But the
Company, as a general rule, shall only declare from surplus profit as determined by the Board of Directors
as long as such declaration will not impair the capital of the Company.
As at reporting date, no sales of unregistered securities or shares of the Company were sold except during
the date of listing with the Philippine Stock Exchange.
Financial Statements
Basis of Preparation
The consolidated financial statements of Anchor Land Holdings, Inc. and its Subsidiaries (the Group)
have been prepared using the historical cost basis and are presented in Philippine Peso (P), the Group’s
functional currency.
Page 13 of 35
Statement of Compliance
The consolidated financial statements of the Group have been prepared in compliance with the Philippine
Financial Reporting Standards (PFRS)
Basis of Consolidation
The consolidated financial statements comprise the financial statements of the Parent Company and its
subsidiaries. The financial statements of the subsidiaries are prepared for the same reporting period as the
Parent Company using consistent accounting policies.
The subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group
obtains control, and continues to be consolidated until the date that such control ceases.
The following management's discussion and analysis of the Group's financial condition and results of
operations should be read in conjunction with the Group's audited financial statements, including the
related notes, contained in this report. This report contains forward-looking statements that involve risks
and uncertainties. The Group cautions investors that its business and financial performance is subject to
substantive risks and uncertainties. The Group's actual results may differ materially from those discussed
in the forward-looking statements as a result of various factors, including, without limitation, those set out
in "Risk Factors." In evaluating the Group's business, investors should carefully consider all of the
information contained in "Risk Factors."
Anchor Land Holdings, Inc.’s and its subsidiaries (the Group) consolidated revenues amounted to
=
P 3.02 billion for the year 2011 showing a 14% growth compared to the same period last year. The growth
in consolidated revenues was brought by the continued construction development and sales of existing
projects such as Solemare Parksuites Phase 1, Anchor Skysuites and Wharton Parksuites. Further, the
Group realized revenue from the construction and sale of new projects namely Solemare Parksuites Phase
2 and Admiral Baysuites. In addition to the condominium sales operations, the Group also commenced
commercial operations of its recurring income projects One Shopping Center and Mandarin Square
Commercial units in 2011.
Consolidated costs and expenses decreased in 2011 from 2010 as a result of savings on construction cost of
projects and lower sales and marketing expenses. Administrative and operating expenses, however,
increased due to manpower expansion to maintain backroom support for a larger number of on-going
projects. Further, the Group also donated =
P 11 million to various charities in 2011.
As of December 31, 2011, Solemare Parksuites Phase 1 is substantially complete and is being turned over
to the buyers. Construction and development of Wharton Parksuites and Anchor Skysuites is still in
progress. The Two Shopping Center, another commercial project of the Group located in Pasay City, is
substantially complete and is being turned over to tenants. Also in 2011, the Group started the
construction of new projects namely Solemare Paksuites Phase 2 and Admiral Baysuites.
The Group’s total assets remarkably increased to P10,735.78 million in 2011 from P7,026.53 in 2010
reflecting a growth of 53%. The increase of all the asset accounts as at December 31, 2011 is an indication
of the Group’s increase in sales of its new projects as well as the expansion in construction activities.
For the year 2011, the Group started sales and construction of two new projects, Solemare Parksuites
Phase 2 and the Admiral Baysuites. Sale and construction activities continued for Solemare Parksuites
Phase 1, Wharton Parksuites, Anchor Skysuites and Two Shopping Center. Both Two Shopping Center
Page 14 of 35
and Solemare Parksuites Phase 1 are substantially complete as at December 31, 2011 and are also turning
over the residential condominium units and commercial units to the buyers / tenants. During 2011, the
Group also acquired land for future projects totaling to P1,061.35 million. The continued sale of the
existing and new projects in 2011, acquisition of land and the continued development of new and existing
projects resulted in the increase in receivables, condominium units for sale, investment properties, and
other current and non-current assets.
The expansion in the Group’s project developments and acquisition of properties increased Liabilities as
follows:
• Accounts and other payables – brought mostly by the increase in construction and supply
contracts, retention and taxes payable
• Customers’ advances and deposits – as a result of the lease rights collected from One and Two
Shopping Center and the sales of condominium units of existing and new projects
• Loans – due mainly to the construction activities and acquisition of properties. Majority of the
increase was to long-term debts as the Group was able to restructure its short-term loans to long-
term loans and availment of long-term loans.
• Liabilities for purchased land – resulting from the acquisition of land in ASEANA Business Park
which is held for development in the near future.
• Deposit on future stock subscription – resulted from amount received brought by the stock rights
offering of preferred shares of the Parent company to the holders of common shares. As at
reporting date, the Parent company is in the process of getting the approval of the SEC for the
increase of the authorized shares by the creation of preferred shares.
• Retained earnings – attributable to the net income in 2011 less cash dividends declared.
The Group’s total assets stood at P7,026.53 million in 2010, a growth of 65% from total assets of P
4,250.55 million in 2009. As at December 31, 2010, most of the asset accounts increased significantly, this
reflected the increase in activity both in construction and sales of new projects.
In 2010, the Group continued to develop (1) existing condominium projects such as Mandarin Square and
SoleMare Parksuites Phase I and (2) a recurring income project i.e. One Shopping Center. Mandarin
Square and One Shopping Center were completed in 2010. Further, the Group started construction on its
new condominium projects namely Wharton Parksuites, Anchor Skysuites; and another recurring income
project named Two Shopping Center. The cost of the aforementioned construction projects increased both
condominium units available for sale and investment properties (one shopping and two shopping centers).
The cost of the condominium units available for sale however, decreased as at Dec 31, 2010 due to the cost
charged to cost of sales as realized revenues increased by 69% in 2010. The increase in realized revenues
from sales of condominium units (new and existing projects) resulted to an increase in receivables.
• Accounts and other payables - resulting mainly from increase in construction and supply
contracts, retention payable and taxes payable.
• Customers’ advances and deposits - resulting mainly from sales of condonium units and the lease
rights collected from One and Two Shopping Center lessees.
• Loans - resulting mainly from construction activities and acquisition of properties. Majority of the
increase was to long-term debts as the Group was able to restructure its short-term loans to long-
term loans and availment of long-term loans.
Page 15 of 35
Equity increased in 2010 as a result of the 2010 net income less dividends declared.
The Group’s total assets increased significantly at P 4,250.55 million, a growth of 56.41% from total assets
of P 2,717.61 million in 2008.
Cash balance decreased by P 61.15 million due to more efficient cash management. Increase in sales of
units resulted in increase in the Receivables by 45.6% from P 731.53 million in 2008 to P1,065.1 million in
2009. The Group accelerated its construction work on its existing projects thereby increasing its inventory.
Mayfair Tower was completed in April 2009, Mandarin Tower’s percentage of completion improved by
almost 30% and construction of Solemare Parksuites Phase I started in May 2009. These construction
progresses resulted in the increase in the cost of Condominium units for sale by 60% from P 1,278.16
million in 2008 to P 2,046.84 million in 2009. Other Current Assets increased by 15.62% from P 381.77
million in 2008 to P 441.41 million in 2009 mainly resulting from the increase in input VAT and deposit
on Real Estate purchases. Investment properties represent properties acquired and /or developed by the
Group to earn rentals. These properties mainly consist of cost for the One Shopping and two Shopping
Centers and the Admiral Hotel. These properties were acquired in 2009. Increase in property and
Equipment from P 14.19 million in 2008 to P 28.49 million in 2009 was mainly attributable to the
continued expansion of the Group’s offices and showroom. Undeveloped land in 2008 is owned by
Rening Realty Investments, which was sold in 2009.
Accounts and other payables amounted to P 784.85 million and P 894.47 million as of December 31, 2008
and 2009, respectively. Increase in payable is due to progress in construction of the projects. Decrease in
Advances from related parties was due to settlement of inter-company accounts. Customers’ advances and
deposits decreased by 42.39% from P 226.32 million in 2008 to P 130.39 million in 2009, as a result of the
sales and receivable recognition. Deferred tax liabilities amounting to P 36.11 million in 2008 decreased
by 30.06% due to recognition of timing difference between tax and book basis of accounting for real estate
transactions. Pension liability amounted to P 1.79 million and P 3.52 million as of December 31, 2008
and 2009, respectively. The increase is due to the increase in Manpower in 2009. Stockholders’ equity
grew by 22.55% from P 1,336.24 million in 2008 to P 1,637.52 million in 2009 due mainly to profits in
2009.
These key indicators were chosen in order to provide management with a measure of the Company’s
financial strength (Current Ratio and Debt to Equity) and ability to maximize the value of its stockholders’
investment in the Company (Earnings per Share, Earnings before Interest and Taxes and Return on
Equity).
The Company will continue to identify potential sites for development and pursue expansion activities by
of establishing landmark developments in the high rise residential luxury condominium. Buoyed by the
success of Lee Tower, the Company intends to sustain this momentum by putting up the required
resources needed for the implementation of the existing and future projects.
Page 16 of 35
The accompanying consolidated financial statements of the Group have been prepared in compliance with
Philippine Financial Reporting Standards (PFRS).
Cash and cash equivalents increased by 7% as a result of improved collections, customers’ deposits and
stockholders investments in the proposed preferred shares of the Parent company. Cash disbursements for
construction costs also increased during the year as a result of the development of two new projects.
The 38% increase in Receivables is mainly due to the increase in revenues from the units sold and increase
in the recognition of percentage of completion of the projects and also the start of revenue recognition for
Solemare Parksuites Phase 2 and Admiral Baysuites.
The increase of 93% in Real estate for sale and development is attributable to continued construction and
development of projects namely Solemare Parksuites Phase 1, Wharton Parksuites and Anchor Skysuites.
Also in 2011, the Group started the construction of its new condominium projects specifically Solemare
Parksuites Phase 2 and Admiral Baysuites. The increase also resulted from the acquisition of land which is
held for development in the near future.
The increase in other current asset of 88% resulted from the increased advances to contractors, input VAT
and prepaid expenses.
The increase of 24% in Property and equipment is due to the acquisitions of vehicles, expenditures for the
head office reconstruction and leasehold improvements.
The 43% increase in Investment properties is essentially due to the continued construction of Two
Shopping Center in 2011. As of December 31, 2011, Two Shopping Center was in the process of being
turned over to the tenants.
The Deferred tax assets increased by 13% is a result of the recognition of the difference between tax and
book basis of accounting for real estate transactions.
The decrease of 89% in Other noncurrent assets is attributable to the reclassification of the land held for
future development to the Real estate held for sale and development as the land will be developed into a
new project in 2012. This change is net of the increase in security and utility deposits.
The 40% increase in Accounts and other payables is brought by development of new and existing projects,
new construction contracts, increase in retention payable and payable on land for future development.
The increase in Customers’ advances and deposits of 6% is due to additional reservation fees, advances
and deposits paid by customers for Solemare Parksuites Phase 2 and Admiral Baysuites.
The Loans payable increased by 49% as a net result of new loan availments to finance construction and
acquisition of land.
The 100% increase in Liabilities for purchased land is due to the acquisition of land in ASEANA Business
Park which is held for development in the near future.
The increase in Deferred tax liabilities of 69% is a result of recognition of the difference between tax and
book basis of accounting for real estate transactions.
The increase of 122% in Pension liability is due to the recognition of pension cost in 2011 for a high
number of personnel.
The Deposit on future stock subscription with 100% increase represent amount received from the stock
rights offering of preferred shares of the Parent company to the holders of common shares in 2011.
The increase in Retained earnings of 63% is attributable to the profitable operations of the Group net of
cash dividends declared in 2011.
Page 17 of 35
The 100% increase in Non-controlling interests arises from non-controlling share in the net income of a
subsidiary which was newly incorporated during the year.
Real estate sales increased by 5% primarily due to higher number of units sold and higher project
completion percentage of its high rise condominium projects namely Solemare Parksuites Phase 1,
Wharton Parksuites and Anchor Skysuites. Moreover, the Group started recognizing sales from its new
projects namely Solemare Parksuites Phase 2 and Admiral Baysuites.
The robust increase in Rental income of 1,077% is due to the commencement of the commercial
operations of the Group’s recurring income projects namely One Shopping Center and Mandarin
Commercial Center.
The decrease in Management fees of 7% is a result of management contracts that ended in 2011.
The 134% increase in Interest and other income is brought by the accretion of discount from prior and
current year sales.
Cost of condominium units decreased by 5% due to the combination of savings realized on construction
costs of projects and the current projects being sold having higher profit margins.
The increase of 14% in the Selling and administrative expense is a result of increase in Salaries and wages,
Rental expenses, Taxes and licenses and Utilities that resulted from the expansion of the Group’s
operations offset by a decrease in sales and marketing expenses.. Further, the Group also donated P11
Million to various charities in 2011.
The increase in Finance costs of 15% is due to the interest incurred from new loan availments.
The 215% increase in Provision for income tax is attributable to the increased taxable income in 2011 as
more realized sales were coming from Non-BOI registered units.
Overall, the Group marked a net income of P842 Million for the year ended December 2011 or an increase
of 49%.
The 191% increase in Cash and cash equivalents resulted from higher cash inflows during 2010 from the
Group’s collections from new projects such as Wharton Parksuites and Anchor Skysuites.
The 95% increase in Receivables is due mainly to the new sales of condominium units of Mayfair,
Mandarin, Solemare and Wharton projects and increase in the completion percentage of ongoing projects.
The 6% decrease in Condominium units for sale is due to construction cost charged to cost of sales as sales
recognized increased in 2010.
The 69% increase in Other Current Assets is due to the deposit on real estate purchases as well as
recognition of input vat arising from construction cost and advances and down payments to contractors
and suppliers.
The 225% increase in Investment Property corresponds to additional construction cost and purchases of
parcels of land for the development of commercial units.
The 86% increase in Undeveloped land is due to the acquisition of a parcel of land in October 2010.
Page 18 of 35
The 100% increase in Deferred Tax Asset is due to recognition of the difference between tax and book
basis of accounting for real estate transactions.
The 51% increase in Accounts and other payables is due to the increase in construction and supply
contracts payable as the number of projects under development increased.
The 274% increase in Customers’ advances and deposits is mainly due to the higher sales of condominium
units of Wharton Parksuites and Anchor Skysuites.
The 94% increase in Loans payable represents availments to partly finance construction of condominium
and commercial projects.
The 16% decrease in Deferred Tax Liability is mainly because of the recognition of the difference between
tax and book basis of accounting for real estate transactions.
The 54% increase in Pension Liability resulted from the higher headcount of human resources.
The 75% increase in Retained earnings is brought by the 2010 Net income of the Group net of cash
dividends declared in 2010.
The 68% increase in real estate revenues is primarily due to higher number of units sold and higher project
completion percentage of its high rise condominium projects. Revenue from Solemare Parksuites (Phase I)
project accounted for 53% of the group’s total revenue due to its aggressive marketing campaign.
Mandarin Square also contributed to the revenue by 28% which is fully sold by the end of 2010. Wharton
Parksuites and Anchor Skysuites, which started construction in 2010, have contributed to the group’s
revenue by 9% and 7%, respectively,
The 406% increase in Interest and Other Income is due mainly to the mark-to-market adjustments for
interest income on in-house financing of customers purchases.
The 96% increase in Real Estate Cost is due to the increase in the condominium projects’ completion
percentage and higher number of units sold in 2010.
The 64% increase in Administrative and Selling Expenses resulted from the higher commission expense as
more units were sold. There was also increase in Salaries, Utilities and Rental expense as more projects are
being sold and constructed.
The 54% decrease in Provision for Income tax is because of the 2010 profits of the Group came, to a
significant portion, from Solemare Parksuites (Phase I) and are mostly under BOI Income Tax Holiday.
Taken as a whole, the group generated a net income of P566 Million for the year ended December 2010 or
an increase of 52%.
The 27.52% decrease in Cash and cash equivalents represents more efficient cash management.
The 45.6 % increase in Receivables is due mainly to the robust sales of Mayfair, Mandarin and Solemare
projects.
Page 19 of 35
The 60% increase in Condominium units for sale is due to the additional construction cost incurred from
progresses made in the construction of mandarin and Solemare projects.
The 15.62% increase in Other Current Assets is due to the deposit on real estate purchases as well as
recognition of input vat arising from construction cost.
The 100.02% increase in Property and Equipment is due to the additional office furnitures, fixtures and
equipment relative to the ongoing increase in manpower as well as the inclusion of Admiral’s property and
equipment brought by its recent acquisition.
The 100.00% increase in Investment Property represents land acquired for recurring income projects and
the related construction cost.
The 100% decrease in Undeveloped land is due to the sale of Rening Realty Investments (which owned the
property) in 2009.
The 42.39% decrease in Customers’ advances and deposits is due to sales recognition from client’s deposit
accounts.
The 100% decrease in Advances from related parties is due to repayment of intercompany accounts
transactions.
The 469.70% increase in Loans payable is due to acquisition of properties for future projects and on going
construction of the existing projects.
The 30.06% decrease in Deferred Tax Liability is due to realization of the difference between tax and book
basis of accounting for real estate transactions.
The 96.88% increase in Pension Liability is due to increase in the number of manpower.
The 99.20% increase in Retained earnings is due to the profitable operation of the Company net of
dividends declared in 2009 of P45.06 million.
The 100% decrease in Minority Interest in net assets of a subsidiary is due to the sale of Rening Realty
Investment.
The 17.36% increase in real estate revenues is primarily due to higher number of units sold and higher
project completion percentage of its high rise condominium projects. Revenue from MTDC, a wholly
owned subsidiary of ALHI (parent company), accounted for 68% of the group’s revenue due to its
aggressive marketing campaign. Solemare Parksuites also contributed to the revenue due to recognition of
sales starting in July 2009.
The 68% decrease in Interest and Other Income is due mainly to lower interest rate in 2009.
The 8.00% decrease in Real Estate Cost is due to decrease in the construction cost of Mayfair Tower.
The 140.47% increase in Administrative and Selling Expenses is due to the Group’s aggressive marketing
strategy, expansion of the Group’s office and showrooms, and the recruitment of additional personnel to
strengthen the sales force and backroom support.
The 79.03% increase in Interest Expense is due to availment of additional loans in 2009 to fund
construction cost of the three projects and for the acquisition of several properties.
Page 20 of 35
In 2009, the Company sold its shares of stock in Rening Realty Corporation, the amount reflected as the
revenue and cost from sale of landholding subsidiary arise from this transaction
On an overall, the group posted net income of P372 Million for the year ended December 2009 or an
increase of 57.84%.
The accounting policies adopted in the preparation of the Group’s consolidated financial statements
are consistent with those of the previous financial years except for the adoption of the following new
and amended PFRS and Philippine Interpretations which became effective beginning January 1, 2011.
• Improvements to PFRS
Improvements to PFRS, an omnibus of amendments to standards, deal primarily with a view to
removing inconsistencies and clarifying wording. There are separate transitional provisions for
each standard. The adoption of the following amendments resulted in changes to accounting
policies but did not have any impact on the financial position or performance of the Group.
The amendments to PFRS 3 are effective for annual periods beginning on or after
July 1, 2011. The Group, however, adopted these as of January 1, 2011 and changed its
accounting policy accordingly as the amendment was issued to eliminate unintended
consequences that may arise from the adoption of PFRS 3.
Other amendments resulting from the 2010 Improvements to PFRS to the following standards did
not have any impact on the accounting policies, financial position or performance of the Group:
• PFRS 3, Business Combinations
• PAS 27, Consolidated and Separate Financial Statements
• PAS 34, Interim Financial Statements
The following interpretation and amendments to interpretations did not have any impact on the
accounting policies, financial position or performance of the Group:
• Philippine Interpretation IFRIC 13, Customer Loyalty Programmes
• Philippine Interpretation IFRIC 19, Extinguishing Financial Liabilities with Equity Instruments
Effective 2012
• PAS 1, Financial Statement Presentation - Presentation of Items of OCI
The amendments to PAS 1 change the grouping of items presented in OCI. Items that could be
reclassified (or ”recycled”) to profit or loss at a future point in time (for example, upon
derecognition or settlement) would be presented separately from items that will never be
reclassified. The amendment affects presentation only and has therefore no impact on the
Group’s financial position or performance. The amendment becomes effective for annual
periods beginning on or after July 1, 2012.
Page 22 of 35
Effective 2013
• PAS 19 (Amended), Employee Benefits
Amendments to PAS 19 range from fundamental changes such as removing the corridor
mechanism and the concept of expected returns on plan assets to simple clarifications and re-
wording. The Group is currently assessing the impact of the amendment to PAS 19. The
amendment becomes effective for annual periods beginning on or after January 1, 2013.
• PFRS 7, Financial instruments: Disclosures - Offsetting Financial Assets and Financial Liabilities
These amendments require an entity to disclose information about rights of set-off and related
arrangements (such as collateral agreements). The new disclosures are required for all recognized
financial instruments that are set off in accordance with PAS 32. These disclosures also apply to
recognized financial instruments that are subject to an enforceable master netting arrangement or
‘similar agreement’, irrespective of whether they are set-off in accordance with PAS 32. The
amendments require entities to disclose, in a tabular format unless another format is more
appropriate, the following minimum quantitative information. This is presented separately for
financial assets and financial liabilities recognized at the end of the reporting period:
a) The gross amounts of those recognized financial assets and recognized financial liabilities;
b) The amounts that are set off in accordance with the criteria in PAS 32 when determining the
net amounts presented in the statement of financial position;
c) The net amounts presented in the statement of financial position;
d) The amounts subject to an enforceable master netting arrangement or similar agreement that
are not otherwise included in (b) above, including:
i. Amounts related to recognized financial instruments that do not meet some or all of the
offsetting criteria in PAS 32; and
ii. Amounts related to financial collateral (including cash collateral); and
e) The net amount after deducting the amounts in (d) from the amounts in (c) above.
The amendments to PFRS 7 are to be retrospectively applied for annual periods beginning on or
after January 1, 2013. The amendment affects disclosures only and has no impact on the Group’s
financial position or performance.
• Philippine Interpretation IFRIC 20, Stripping Costs in the Production Phase of a Surface Mine
This interpretation applies to waste removal costs that are incurred in surface mining activity
during the production phase of the mine (“production stripping costs”) and provides guidance on
the recognition of production stripping costs as an asset and measurement of the stripping activity
asset. This interpretation becomes effective for annual periods beginning on or after January 1,
2013.
Effective 2014
• PAS 32, Financial Instruments: Presentation - Offsetting Financial Assets and Financial liabilities
These amendments to PAS 32 clarify the meaning of “currently has a legally enforceable right to
set-off” and also clarify the application of the PAS 32 offsetting criteria to settlement systems (such
as central clearing house systems) which apply gross settlement mechanisms that are not
simultaneous. While the amendment is expected not to have any impact on the net assets of the
Group, any changes in offsetting is expected to impact leverage ratios and regulatory capital
requirements. The amendments to PAS 32 are to be retrospectively applied for annual periods
beginning on or after January 1, 2014. The Group is currently assessing impact of the
amendments to PAS 32.
Effective 2015
• PFRS 9, Financial Instruments: Classification and Measurement
PFRS 9 as issued reflects the first phase on the replacement of PAS 39 and applies to classification
and measurement of financial assets and financial liabilities as defined in
PAS 39. The standard is effective for annual periods beginning on or after January 1, 2015. In
subsequent phases, hedge accounting and impairment of financial assets will be addressed with the
completion of this project expected on the first half of 2012. The adoption of the first phase of
PFRS 9 will have an effect on the classification and measurement of the Group’s financial assets,
but will potentially have no impact on classification and measurements of financial liabilities. The
Group will quantify the effect in conjunction with the other phases, when issued, to present a
comprehensive picture.
Page 24 of 35
The Group has decided not to early adopt either PFRS 9 (2009) or PFRS 9 (2010) for its
2011 annual financial reporting. The Group shall conduct in early 2012 another impact
evaluation using outstanding balances of financial statements as of December 31, 2011. The
Group’s decision whether to early adopt either PFRS 9 (2009) of PFRS 9 (2010) for its 2012
financial reporting shall be disclosed in its interim financial statements as of March 31, 2012.
• Philippine Interpretation IFRIC 15, Agreements for the Construction of Real Estate
This interpretation covers accounting for revenue and associated expenses by entities that
undertake the construction of real estate directly or through subcontractors. The interpretation
requires that revenue on construction of real estate be recognized only upon completion, except
when such contract qualifies as construction contract to be accounted for under
PAS 11, Construction Contracts, or involves rendering of services in which case revenue is
recognized based on stage of completion. Contracts involving provision of services with the
construction materials and where the risks and reward of ownership are transferred to the buyer
on a continuous basis will also be accounted for based on stage of completion. The SEC and the
Financial Reporting Standards Council (FRSC) have deferred the effectivity of this interpretation
until the final Revenue standard is issued by International Accounting Standards Board (IASB)
and an evaluation of the requirements of the final Revenue standard against the practices of the
Philippine real estate industry is completed.
The financial statements and schedules listed in the accompanying Index to Financial Statements and
Supplementary Schedules are filed as part of this Form 17-A as Annex “A”.
There were no changes in and disagreements with accountants on accounting and financial disclosure.
The incumbent directors and executive officers of the Company are as follows:
Year of
Assumption of No. of
Office Name Age Office Years/Month
Director and Chairman of Stephen Lee Keng 48 2007 5 years
the Board of Directors
Director and Vice Steve Li 42 2007 5 years
Chairman
Director, President Digna Elizabeth L. Ventura 40 2011 7 months
Director and Treasurer Peter Kho 37 2007 5 years
Director and Corporate Christine P. Base 41 2007 5 years
Secretary
Independent Director Frances S. Monje 69 2007 5 years
Independent Director Solita V. Delantar 69 2007 5 years
Chief Finance Officer Neil Y. Chua 41 2009 2 years and 6
months
Page 25 of 35
Year of
Assumption of No. of
Office Name Age Office Years/Month
Directors
STEPHEN LEE KENG, Filipino, 48 years old, is the Chairman of the Board of Directors, Chairman of
the Nomination Committee of Anchor Land Holdings, Inc. He is concurrently Chairman of S & A
International Holdings LTD, Chairman of VS Group of Companies (Philippines).
STEVE LI, Hong Kong SAR National, 42 years old, is the Vice-Chairman and member the Audit
Committee of Anchor Land Holdings Inc. He is concurrently Managing Director of MFT International
Ltd. (Hong Kong), and Managing Director of MFT Industrial Ltd. (Xiamen, China). Mr. Li graduated
from York University, Toronto, Canada with a Bachelors Degree in Business Administration major in
Finance and Accounting.
1
ELIZABETH L. VENTURA, Filipino, 40 years old, is the Company President since August 15, 2011.
She was the Vice-President for Sales and Marketing of Anchor Land Holdings Inc. from July of 2005 until
August 2011. Prior to joining the Company, she was Sales Director of Filinvest, Inc. Sales and Marketing
Manager of the Waterfront Hotel, Megaworld Properties and Holdings, Inc. and Imageworks
International. Ms. Ventura earned her Bachelor of Science Degree in Hotel and Restaurant Management
from the University of Sto. Tomas.
PETER KHO, Filipino, 37 years old, is the Company Treasurer since April 10, 2007. He is concurrently
serving as the President and Chief Executive Officer of Discovery Mall Corporation. Mr. Kho obtained his
Bachelor of Laws and Bachelor of Economics and Development Studies from the Ateneo de Manila
University.
FRANCES S. MONJE, Filipino, 69 years old, is an independent director of the Board of Directors of the
Company and a member of the nomination committee. Ms. Monje is currently a Business Management
Consultant and she worked with Sycip, Gorres, Velayo & Co. from 1967 up to early retirement in 1999 as
Partner in the Business of Consulting Group where she undertook various projects with multilateral
institutions like ADB, World Bank, USAID and others. She is also the district Treasurer of ZONTA
District 17 and held various positions in Philippine Institute of Public Accountants, direct committees,
Past Director of AIM Alumni Association, Past President/Director of Philippine Association of
Management Accountants. Ms. Monje is a Certified Public Accountant, obtained her Business
Management Administration, Major in Accounting from University of the Philippines and took her
Masters from Asian Institute of Management.
SOLITA VILLAMAYOR DELANTAR, Filipino, 69 years old, is an independent director of the Board
of Directors of the Company and the Chairman of the Audit committee. Ms. Delantar has been appointed
as Member of the Professional Board of Accountancy from September 1998 to March 2007 and held
various positions in the Philippine Institute of Certified Public Accountants different committees from
1991 to 1999. She is also a member of Makati Business Club, (1988-1996), University of Asia & Pacific
(1986-1996), ASEAN Federation of Human Resources Management (1995-1996), Philippine Chamber of
Commerce and Industry (2000-2003). She is currently Member of CHRM Board of Trustees and Vice
President of Girl Scout of the Philippines Friends and Foundation, Inc. She worked with Honda
1
Elected as Director and President of the Company to replace Imelda Taneda Sze who resigned as Director and
President of the Company effective August 15, 2011as disclosed via 17C on August 3, 2011
Page 26 of 35
Philippines, Inc. as Accounting Manager, (June 1975) to Vice-President, Human Resources (September
2003). Ms. Delantar is a Certified Public Accountant, a Fellow in Personnel management and professional
business Mediator. She graduated from Far Eastern University with a Bachelor of Science in Commerce
major in Accounting.
CHRISTINE P. BASE, 41 years old, Filipino, is the Corporate Secretary and a member of the Audit
committee of the Anchor Land Holdings, Inc. since April 10, 2007. She is currently a Corporate and Tax
Lawyer at Pacis and Reyes, Attorneys and the Managing Director of Legisforum, Inc. She is the Corporate
Secretary of Araneta Properties, Inc., Active Alliance Incorporated and Asiasec Equities, Inc. She is a
director and/or corporate secretary of several private corporations. She was an Auditor and then Tax
Lawyer of Sycip, Gorres, Velayo & Co. She is a graduate of Ateneo De Manila University School of Law
with a degree of Juris Doctor. She passed the Bar Examination in 1997. Ms. Base is also a Certified Public
Accountant. She graduated from De La Salle University with a Bachelor of Science degree of Commerce
major in Accounting.
Key Officers
The members of the management team aside from those mentioned above are as follows:
NEIL Y. CHUA, Filipino, 41 years old, has worked with various accounting firms before joining Anchor
Land Holdings, Inc. He was a senior manager at KPMG, Auckland, New Zealand from March 2008 to
May 2009; Purwantono, Sarwoko & Sandjaja / Ernst & Young, Indonesia from October 2002 to
February 2008. He was also an Andersen Worldwide Manager of Prasetio, Utomo & Co / Andersen,
Indonesia and a supervisor at SGV & Co./Arthur Andersen, Philippines from November 1991 to
September 1996. Mr. Chua obtained his Bachelor of Accountancy from the University of San Carlos Cebu
City. He is also a Certified Public Accountant and a member Philippine Institute of Certified Public
Accountant since 1992.
MARY ROSE R. TENCHAVEZ, Filipino, 48 years old, is the Human Resources Development
Department and Administrative Manager of the Company since 2009. She has over 19 years of
professional experience in the field of Human Resource and administrative management with core
expertise in organizational development, training, compensation and benefits and employee development.
Her industry exposure varies from Construction, Manufacturing, BPO, IT, Real Estate and Property
Management. She is a member of the Personnel Management Association of the Philippines for almost 10
years and also a member of the Nomination Committee of the Company.
2
VERONICA N. LLADOC, 36 years old, Filipino, is the Corporate Affairs Manager of Anchor Land
Holdings, Inc. and Compliance Information Manager of the Company. She was a Legal Officer of
Philippine Saving Bank from May 2006 – August 2008, an associate lawyer at Tan Acut & Lopez Law
offices from April 2003 – April 2006, and an Administrative officer of Philippine Council for NGO
Certification (PCNC) from April 1996 – May 1997. She is a graduate of San Beda College of Law. She
passed the Bar Examination in 2003. Atty. Lladoc is also a graduate of University of Sto. Tomas with a
Bachelor of Arts major in Political Science and additionally, she took her MA in Philippine Studies at the
De La Salle University.
3
RONALDO ADRIAS ORTIZ, Filipino, 36 years old, is presently the Assistant Manager for Corporate
Affairs Division of Anchor Land Holdings, Inc. He was a legal manager of Star Accounts Management
from Oct 2009 - May 2011, an in-house counsel at Sta. Lucia Realty & Development, Inc. from May
2009-October 2009, a legal consultant at Bank of Makati (a Rural Bank), Inc. from April 2007- October
2009, an associate lawyer at the International Legal Advocates Law Office from April 2007 – October
2009, freelance litigation lawyer at The Law Firm of Magtanggol C. Gunigundo/ The People’s Law
Office from April 2007 – February 2009, a litigation lawyer at Padilla Asuncion & Padilla Law Offices
from April 2006 – April 2007 and a corporate counsel at V.V. Soliven Realty Corporation from May 2005
– April 2006. He is a graduate of Far Eastern University Institute of Law. He passed the Bar Examination
2
Resigned as Compliance Information Officer effective June 6, 2011 as disclosed via 17C on May 6, 2011.
3
Appointed as new Compliance Information Officer effective June 7, 2011 as disclosed via 17C on the same
date.
Page 27 of 35
in 2005. Atty. Ortiz earned his Bachelor of Science in Commerce Major in Business Administration degree
at the University of Sto. Tomas.
REYNALDO F. VILLANUEVA, JR. 40 years old, Filipino is the Assistant Vice President for –
Engineering Department of the Company since July 2009. Prior to joining the Company, he was the
Division Manager at Ayala Land, Incorporated assigned to handle all hotel projects of Ayala Land,
Incorporated and as project director of Globe Telecoms Headquarters. He also worked at Quantuvis
Resources Corporation, One Asia Development Corporation, Anscor Land Incorporated and DM
Consunji, Incorporated as a Construction Manager and Project Managers of those Companies. He earned
his Masteral units in Project Management from Ateneo de Manila University and obtained his Bachelor of
Science in Civil Engineering from the Mapua Institute of Technology.
No single person is expected to make a significant contribution to the business since the Company
considers the collective efforts of all its employees as instrumental to the success of the Company.
There are no family relationship, either by affinity or consanguinity up to the fourth civil degree among the
directors, executive officers and persons nominated and chosen by the Company to become directors and
executive officers.
The Company is not aware of any bankruptcy petition of any civil or criminal legal proceedings filed
against any one of its directors or executive officer during the past four (4) years. Also, there are no
material legal proceedings to which the Company or its subsidiary or any of their properties are involved
in or subject to any legal proceedings which would have material effect adverse on the business or financial
position of the Company or its subsidiaries.
Information as to the aggregate compensation during the last three (3) fiscal years paid to the Company’s
officers and three (3) other most highly compensated executive officers and directors as a group are as
follows:
Name and Principal Function Fiscal Year Total Group Total Group Other Annual
Remuneration Bonus Compensation
1. Neil Y. Chua – CFO
2. Reynaldo F. Villanueva – 2011 P 17.7 M P 1.3 M
AVP Engineering
3. Malotte R. Tenchavez –
HR & Admin. Manager
4. Ronaldo A. Ortiz –
Corporate Affairs
Assistant Manager
Page 28 of 35
1. Neil Y. Chua – CFO
2. Elizabeth L. Ventura – 2010 P 13.0 M P 0.883 M
VP Sales & Marketing
3. Reynaldo F. Villanueva –
AVP Engineering
4. Malotte R. Tenchavez –
HR & Admin. Manager
5. Veronica Lladoc –
Corporate Affairs
Manager
Under the By-Laws of the Company, by resolution of the Board, each director shall receive a reasonable
per diem allowance for his attendance at each meeting of the Board. As compensation, the Board shall
receive and allocate an amount of not more than ten percent (10%) of the net income before income tax of
the corporation during the preceding year. Such compensation shall be determined and apportioned
among directors in such manner as the Board may deem proper, subject to the approval of stockholders
representing at least majority of the outstanding capital stock at a regular or special meeting of the
stockholders.
Other than those mentioned above, there are no other arrangements for compensation either by way of
payments for committee participation or special assignments. There are also no outstanding warrants or
options held by the Company’s Chief Executive Officer and other officers and/or directors.
There are no other arrangements for compensation either by way of payments for committee participation
or special assignments. There are also no outstanding warrants or options held by the Company’s Chief
Executive Officer and other officers and/or directors.
There are no special contracts of employment between the Company and the named directors and
executive officers, as well as special compensatory plans or arrangements, including payments to be
received from the Company with respect to any named directors or executive officers. Employment
contracts of all Supervisors and Rank and file are all hired as long-term employment period until
regularization or termination of any cause.
Item 11. Security Ownership of Certain Record & Beneficial Owners and Management
There were no delinquent stocks as of December 31, 2011, and the direct and indirect record and beneficial
owners of more than five percent (5%) of the Company’s voting securities as of December 31, 2011 are as
follows:
Page 29 of 35
Title of Class Name and Address of Record Name of Beneficial Citizenship No. of Percentage
Owner and Relationship with ownership and Shares Held
Issuer relationship with
record owner
Common *PCD Nominee Corporation Various clients and Filipino 163,900,168 47.279%
(Filipino) Philippine Deposit &
Trust Corporation
(PDTC) participants
who hold the shares in
their behalf of their
clients.
Common LTC Prime Holdings Corp. Cindy Sze Mei Ngar Filipino 120,134,048 34.654%
Common Cindy Sze Mei Ngar Cindy Sze Mei Ngar British 51,999,766 15.000%
Room 21B Ocean Tower
Roxas Boulevard, Manila
Shares of Stock held by BDO Securities Corporation in the name of PCD Nominee Corp.
The following is a summary of the aggregate shareholdings of the Company’s directors and executive
officers in the Company and the percentage of their shareholdings as of December 31, 2011:
Page 30 of 35
Common Christine P. Base Filipino 100,001 direct 0.03
Corporate Secretary/Director
8/F Chatham House, 116 Valero
St., Salcedo Village, Makati City
There is no voting trust or similar arrangement executed among holders of five percent (5%) or more of the
issued and outstanding shares of common stock of the Company.
The Company’s Articles and By-Laws do not contain any provision that will delay, deter, or prevent a
change in control of the Company. However, because the Company owns land, Philippine laws limit
foreign shareholdings in the Company to a maximum of 40% of its issued and outstanding capital stock.
Any transfer of the Company’s shares by Filipinos to Non-Filipinos will be subject to the limitation that
any such transfer will not cause foreign shareholdings in the Company to exceed 40% of the Company’s
issued and outstanding capital stock. In the event that foreign ownership of the Company’s issued and
outstanding capital stock will exceed 40%, the Company has the right to reject a transfer request to persons
other than Philippine National or corporations organized under Philippine laws and whose capital stock is
at least 60% owned by Filipinos and has the right not to record such purchases in the books of the
Company.
a. As of December 31, 2010, the following is a summary of the Group’s director who owned ten percent
(10%) or more of the outstanding shares of the Parent Company:
Page 31 of 35
b. Related Party Transactions
The Group, in the normal course of business, enters into transaction with related parties consisting
primarily of non-interest bearing advances for working capital requirements. The Group also has non –
interest bearing operating advances from stockholders.
Outstanding balances with related parties included in the appropriate accounts in the consolidated balance
sheets are as follows:
Compensation of key management personnel pertaining to directors’ fees and allowances amounted to
P1.7 million in 2011, P 1.54 million in 2010 and P 1.51 million in 2009.
Anchor Land Holdings, Inc. (“ALHI” or “the Company”) is committed to high standards of corporate
governance in discharging its obligations to act in the interests of the public and to enhance shareholders’
value. It has complied throughout the period under review with the applicable principles and provisions
set out in ALHI’s Manual on Corporate Governance dated May 31, 2007.
The Board
There is an effective and appropriately constituted Board who received relevant information required to
properly accomplish their duties. The Board is comprised of three executive directors and four non-
executive directors that reflect a blend of different ages, financial and commercial experiences.
Non-executive Independent
Directors Executive Officers Officers Director
Stephen Lee Keng
Li Yi Chiang
Digna Elizabeth L. Ventura
Peter Kho
Christine P. Base
Frances S. Monje
Solita V. Delantar
All non-executive officers are independent of management and free from any business or other relationship
with ALHI which could materially interfere with the exercise of their independent judgment.
The Nomination Committee is mandated to ensure that there is a formal and transparent procedure for the
appointment of new Directors of the Board. Where appropriate, every director receives training, taking
into account his individual qualifications and experience. Training is also available on an ongoing basis to
meet individual needs.
The term of office of all directors, including independent directors and officers shall be one (1) year and
until the successors are duly elected and qualified.
Page 32 of 35
Board Process
Members of the Board met when necessary throughout the year to adopt and review its key strategic and
operational matters; approve and review major investments and funding decision; adopt and monitor
appropriate internal control; and ensure that the principal risks of the Company are identified and properly
managed.
The Board worked on an agreed agenda as it reviews the key activities of the business.
The Corporate Secretary is responsible to the Board and is available to individual Directors in respect of
Board procedures. Atty. Christine P. Base holds the post.
Committees
The Board has established a number of committees with specific mandates to deal with certain aspects of
its business. All of the Committees have defined terms of reference.
Audit Committee
The Audit Committee functions under the terms of reference approved by the Board. It meets at least
twice a year and its roles include the review of the financial and internal reporting process, the system of
internal control and management of risks and the external and internal audit process. The Audit
Committee reviews the scope and results of the audit with external auditors and obtains external legal or
other independent professional advice where necessary.
Other functions of the Audit Committee include the recommendation of the appointment or re-
appointment of external auditors and the review of audit fees.
Nomination Committee
The Committee assesses and recommends to the Board candidates for appointment of executive and non-
executive directors positions. The Committee also makes recommendations to the Board on its
composition. The Committee meets as required.
Remuneration Committee
Compliance Officer
The CO is responsible for ensuring that the Company’s corporate principles are consistently adhered to
throughout the organization. The CO acts independently and her role is to supply the top management
with the necessary information on whether the organization’s decisions comply with professional rules and
regulations, internal directives, regulatory authorities, and the statutory law.
The Directors place a high importance on maintaining good relationships with the shareholders and ensure
that they are kept informed of significant Company developments. The Company encourages
shareholders to attend its annual stockholders’ meetings that provide opportunities for stockholders to ask
questions to the Board/Management.
Page 33 of 35
PART V. EXHIBITS AND SCHEDULES
(a) Exhibits
The Audited Financial Statements ending December 31, 2011 are hereto attached and incorporated
by reference as Annex “A”.
Page 34 of 35
Anchor Land Holdings, Inc. and Subsidiaries
and
We have audited the accompanying consolidated financial statements of Anchor Land Holdings, Inc.
and its subsidiaries, which comprise the consolidated statements of financial position as at
December 31, 2011 and 2010, and the 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, 2011, and a summary of significant accounting policies and other
explanatory information.
Management is responsible for the preparation and fair presentation of these consolidated financial
statements in accordance with Philippine Financial Reporting Standards, 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.
Auditors’ Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our
audits. We conducted our audits in accordance with Philippine Standards on Auditing. Those
standards require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures
in the consolidated financial statements. The procedures selected depend on the auditor’s judgment,
including the assessment of the risks of material misstatement of the consolidated financial statements,
whether due to fraud or error. In making those risk assessments, the auditor considers internal control
relevant to the entity’s preparation and fair presentation of the consolidated financial statements 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 entity’s internal control. An audit also includes
evaluating the appropriateness of accounting policies used and the reasonableness of accounting
estimates made by management, as well as evaluating the overall presentation of the consolidated
financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion.
*SGVMC116957*
A member firm of Ernst & Young Global Limited
-2-
Opinion
In our opinion, the consolidated financial statements present fairly, in all material respects, the
financial position of Anchor Land Holdings, Inc. and Subsidiaries as at December 31, 2011 and 2010,
and their financial performance and their cash flows for each of the three years in the period ended
December 31, 2011 in accordance with Philippine Financial Reporting Standards.
Davee M. Zuñiga
Partner
CPA Certificate No. 88990
SEC Accreditation No. 0665-AR-1 (Group A),
February 18, 2011, valid until February 17, 2014
Tax Identification No. 160-302-953
BIR Accreditation No. 08-001998-77-2009,
June 1, 2009, valid until May 31, 2012
PTR No. 3174840, January 2, 2012, Makati City
March 5, 2012
*SGVMC116957*
ANCHOR LAND HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
December 31
2011 2010
ASSETS
Current Assets
Cash and cash equivalents (Notes 5 and 23) P
=501,238,183 =468,444,174
P
Receivables (Notes 6 and 23) 931,469,151 899,443,442
Real estate for development and sale (Note 7) 3,512,869,121 1,820,497,098
Other current assets (Note 8) 1,400,446,833 745,463,914
Total Current Assets 6,346,023,288 3,933,848,628
Noncurrent Assets
Receivables - net of current portion (Notes 6 and 23) 1,942,236,792 1,181,324,805
Property and equipment (Note 9) 36,755,148 29,657,834
Investment properties (Note 10) 2,345,034,834 1,644,134,737
Deferred tax assets - net (Note 21) 43,931,029 39,048,067
Other noncurrent assets (Note 11) 21,794,852 198,518,987
Total Noncurrent Assets 4,389,752,655 3,092,684,430
P
=10,735,775,943 =7,026,533,058
P
(Forward)
*SGVMC116957*
-2-
December 31
2011 2010
Equity (Note 22)
Equity attributable to equity holders of Anchor Land
Holdings, Inc.
Capital stock P
=346,667,000 =346,667,000
P
Additional paid-in capital 632,687,284 632,687,284
Deposits on future stock subscription 346,667,000 –
Retained earnings 1,883,078,713 1,151,879,921
3,209,099,997 2,131,234,205
Non-controlling interests (293,202) –
Total Equity 3,208,806,795 2,131,234,205
=10,735,775,943 =
P P7,026,533,058
*SGVMC116957*
ANCHOR LAND HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
REVENUE
Real estate sales (Note 24) =2,639,892,435 =
P P2,503,692,022 =
P1,489,350,058
Rental income (Note 24) 43,546,841 3,699,077 –
Management fee (Note 24) 12,393,871 13,319,030 4,315,988
Sale of land held for future development (Note 2) – – 110,000,000
Interest and others (Note 17) 322,550,651 137,791,988 26,300,168
3,018,383,798 2,658,502,117 1,629,966,214
*SGVMC116957*
ANCHOR LAND HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
RETAINED EARNINGS
Appropriated:
Balance at beginning of year 689,500,000 480,000,000 240,000,000
Appropriation for capital expenditure and
project development – 209,500,000 240,000,000
Release from appropriation (290,000,000) – –
Balance at end of year 399,500,000 689,500,000 480,000,000
Unappropriated:
Balance at beginning of year 462,379,921 178,174,274 90,415,401
Net income 842,132,232 566,505,717 372,825,583
Cash dividends (Note 22) (110,933,440) (72,800,070) (45,066,710)
Appropriations – (209,500,000) (240,000,000)
Release from appropriation 290,000,000 – –
Balance at end of year 1,483,578,713 462,379,921 178,174,274
Balance at end of year 1,883,078,713 1,151,879,921 658,174,274
NON-CONTROLLING INTERESTS
Balance at beginning of year – – 26,476,684
Decrease through sale of a land held for future
development (Note 2) – – (26,476,684)
Addition (Note 4) 100,000 – –
Net loss (393,202) – –
Balance at end of year (293,202) – –
=3,208,806,795 P
P =2,131,234,205 P
=1,637,528,558
*SGVMC116957*
ANCHOR LAND HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Forward)
*SGVMC116957*
-2-
*SGVMC116957*
ANCHOR LAND HOLDINGS, INC. AND SUBSIDIARIES
SUPPLEMENTARY SCHEDULE OF RETAINED EARNINGS AVAILABLE
FOR DIVIDEND DECLARATION
FOR THE YEAR ENDED DECEMBER 31, 2011
*SGVMC116957*
ANCHOR LAND HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Corporate Information
Anchor Land Holdings, Inc. (the Parent Company) is a property developer engaged mainly in the
development and construction of condominium units and recently, in leasing activities. The
Parent Company was incorporated in the Philippines and registered in the Securities and
Exchange Commission (SEC) on July 29, 2004. The Parent Company started operations on
November 25, 2005 and eventually traded its shares to the public in August 2007. The registered
office address of the Parent Company is at 11th Floor, L.V. Locsin Building, Ayala Avenue corner
Makati Avenue, Makati City.
Percentage Ownership
2011 2010
Gotamco Realty Investment Corporation (GRIC) 100% 100%
Anchor Properties Corporation (APC) (formerly
Manila Towers Development Corporation
(MTDC)) 100% 100%
Posh Properties Development Corporation (PPDC) 100% 100%
Momentum Properties Management Corporation
(MPMC) 100% 100%
Admiral Realty Company, Inc. (ARCI) 100% 100%
Anchor Land Global Corporation (ALGC) 100% 100%
Realty & Development Corporation of San
Buenaventura (REDESAN) 100% 100%
Pasay Metro Center, Inc. (PMCI) 100% 100%
Eisenglas Aluminum and Glass, Inc. (EAGI) 60% –
The Parent Company and its subsidiaries (collectively called as “the Group”) have principal
business interest in the development of high-end residential condominiums and commercial,
warehouse and office spaces. The Group has recently engaged in the leasing business and is
likewise engaged in property management business with the incorporation of MPMC on
February 3, 2009.
The consolidated financial statements of Anchor Land Holdings, Inc. and Subsidiaries were
authorized for issue by the Board of Directors (BOD) on March 5, 2012.
Basis of Preparation
The consolidated financial statements of the Group are prepared using the historical cost basis.
The consolidated financial statements are presented in Philippine Peso (P
=), the Parent Company’s
functional currency. All amounts are rounded to the nearest peso except when otherwise
indicated.
*SGVMC116957*
-2-
Statement of Compliance
The consolidated financial statements of the Group are prepared in compliance with Philippine
Financial Reporting Standards (PFRS).
Basis of Consolidation
The consolidated financial statements comprise the financial statements of the Group as of
December 31, 2011 and 2010 and for each of the three years in the period ended
December 31, 2011. The separate financial statements of the subsidiaries are prepared for the
same reporting period as the Parent Company using consistent accounting policies.
Subsidiaries are entities over which the Parent Company has the power to govern the financial and
operating policies generally accompanying a shareholding of more than one half of the voting
rights. Subsidiaries are fully consolidated from the date of acquisition, being the date on which
the Group obtains control, and continue to be consolidated until the date when such control ceases.
Control is achieved where the Parent Company has the power to govern the financial and
operating policies of an entity so as to obtain benefits from its activities.
All significant intra-group balances, transactions, income and expenses and profits and losses
resulting from intra-group transactions are eliminated in full or to the extent of the Parent
Company’s equity interest in the consolidation.
Non-controlling interests represent the portion of profit or loss and net assets not held by the
Group and are presented separately in profit or loss and within equity in the consolidated
statement of financial position, separately from the parent shareholders’ equity.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as
an equity transaction. If the Group loses control over a subsidiary, it:
· Derecognizes the assets and liabilities of the subsidiary and the carrying amount of any non-
controlling interest.
· Recognizes the fair value of the consideration received.
· Recognizes the fair value of any investment retained.
· Recognizes any surplus or deficit in profit or loss.
· Reclassifies the parent’s share of components previously recognized in other comprehensive
income to profit or loss or retained earnings, as appropriate.
On May 29, 2009, the Parent Company’s investment in Rening Realty Corporation (RRC) was
sold for a total consideration of =
P110.0 million. Accordingly, the related assets as well as the
carrying amount of the non-controlling interests in the consolidated financial statements were
derecognized resulting into a gain amounting to = P50.66 million.
*SGVMC116957*
-3-
· Improvements to PFRS
Improvements to PFRS, an omnibus of amendments to standards, deal primarily with a view
to removing inconsistencies and clarifying wording. There are separate transitional provisions
for each standard. The adoption of the following amendments resulted in changes to
accounting policies but did not have any impact on the financial position or performance of
the Group.
*SGVMC116957*
-4-
The amendments to PFRS 3 are effective for annual periods beginning on or after
July 1, 2011. The Group, however, adopted these as of January 1, 2011 and changed its
accounting policy accordingly as the amendment was issued to eliminate unintended
consequences that may arise from the adoption of PFRS 3.
Other amendments resulting from the 2010 Improvements to PFRS to the following standards
did not have any impact on the accounting policies, financial position or performance of the
Group:
· PFRS 3, Business Combinations
· PAS 27, Consolidated and Separate Financial Statements
· PAS 34, Interim Financial Statements
The following interpretation and amendments to interpretations did not have any impact on
the accounting policies, financial position or performance of the Group:
· Philippine Interpretation IFRIC 13, Customer Loyalty Programmes
· Philippine Interpretation IFRIC 19, Extinguishing Financial Liabilities with Equity
Instruments
*SGVMC116957*
-5-
Effective 2012
· PAS 1, Financial Statement Presentation - Presentation of Items of OCI
The amendments to PAS 1 change the grouping of items presented in OCI. Items that could be
reclassified (or ”recycled”) to profit or loss at a future point in time (for example, upon
derecognition or settlement) would be presented separately from items that will never be
reclassified. The amendment affects presentation only and has therefore no impact on the
Group’s financial position or performance. The amendment becomes effective for annual
periods beginning on or after July 1, 2012.
Effective 2013
· PAS 19 (Amended), Employee Benefits
Amendments to PAS 19 range from fundamental changes such as removing the corridor
mechanism and the concept of expected returns on plan assets to simple clarifications and re-
wording. The Group is currently assessing the impact of the amendment to PAS 19. The
amendment becomes effective for annual periods beginning on or after January 1, 2013.
*SGVMC116957*
-6-
a) The gross amounts of those recognized financial assets and recognized financial
liabilities;
b) The amounts that are set off in accordance with the criteria in PAS 32 when determining
the net amounts presented in the statement of financial position;
c) The net amounts presented in the statement of financial position;
d) The amounts subject to an enforceable master netting arrangement or similar agreement
that are not otherwise included in (b) above, including:
i. Amounts related to recognized financial instruments that do not meet some or all of
the offsetting criteria in PAS 32; and
ii. Amounts related to financial collateral (including cash collateral); and
e) The net amount after deducting the amounts in (d) from the amounts in (c) above.
The amendments to PFRS 7 are to be retrospectively applied for annual periods beginning on
or after January 1, 2013. The amendment affects disclosures only and has no impact on the
Group’s financial position or performance.
*SGVMC116957*
-7-
· Philippine Interpretation IFRIC 20, Stripping Costs in the Production Phase of a Surface Mine
This interpretation applies to waste removal costs that are incurred in surface mining activity
during the production phase of the mine (“production stripping costs”) and provides guidance
on the recognition of production stripping costs as an asset and measurement of the stripping
activity asset. This interpretation becomes effective for annual periods beginning on or after
January 1, 2013.
Effective 2014
· PAS 32, Financial Instruments: Presentation - Offsetting Financial Assets and Financial
liabilities
These amendments to PAS 32 clarify the meaning of “currently has a legally enforceable right
to set-off” and also clarify the application of the PAS 32 offsetting criteria to settlement
systems (such as central clearing house systems) which apply gross settlement mechanisms
that are not simultaneous. While the amendments are expected not to have any impact on the
net assets of the Group, any changes in offsetting is expected to impact leverage ratios and
regulatory capital requirements. The amendments to PAS 32 are to be retrospectively applied
for annual periods beginning on or after January 1, 2014. The Group is currently assessing
impact of the amendments to PAS 32.
*SGVMC116957*
-8-
Effective 2015
· PFRS 9, Financial Instruments: Classification and Measurement
PFRS 9 as issued reflects the first phase on the replacement of PAS 39 and applies to
classification and measurement of financial assets and financial liabilities as defined in
PAS 39. The standard is effective for annual periods beginning on or after January 1, 2015.
In subsequent phases, hedge accounting and impairment of financial assets will be addressed
with the completion of this project expected on the first half of 2012. The adoption of the first
phase of PFRS 9 will have an effect on the classification and measurement of the Group’s
financial assets, but will potentially have no impact on classification and measurements of
financial liabilities. The Group will quantify the effect in conjunction with the other phases,
when issued, to present a comprehensive picture.
The Group has decided not to early adopt either PFRS 9 (2009) or PFRS 9 (2010) for its
2011 annual financial reporting. The Group shall conduct in early 2012 another impact
evaluation using outstanding balances of financial statements as of December 31, 2011. The
Group’s decision whether to early adopt either PFRS 9 (2009) of PFRS 9 (2010) for its 2012
financial reporting shall be disclosed in its interim financial statements as of March 31, 2012.
· Philippine Interpretation IFRIC 15, Agreements for the Construction of Real Estate
This interpretation covers accounting for revenue and associated expenses by entities that
undertake the construction of real estate directly or through subcontractors. The interpretation
requires that revenue on construction of real estate be recognized only upon completion,
except when such contract qualifies as construction contract to be accounted for under
PAS 11, Construction Contracts, or involves rendering of services in which case revenue is
recognized based on stage of completion. Contracts involving provision of services with the
construction materials and where the risks and reward of ownership are transferred to the
buyer on a continuous basis will also be accounted for based on stage of completion. The
SEC and the Financial Reporting Standards Council (FRSC) have deferred the effectivity of
this interpretation until the final Revenue standard is issued by International Accounting
Standards Board (IASB) and an evaluation of the requirements of the final Revenue standard
against the practices of the Philippine real estate industry is completed.
Where such acquisitions are not judged to be an acquisition of a business, they are not treated as
business combinations. Rather, the cost to acquire the corporate entity is allocated between the
identifiable assets and liabilities of the entity based on their relative fair values at the acquisition
date. Accordingly, no goodwill or additional deferred taxation arises. Otherwise, corporate
acquisitions are accounted for as business combinations.
*SGVMC116957*
-9-
When the Group acquires a business, it assesses the financial assets and liabilities assumed for
appropriate classification and designation in accordance with the contractual terms, economic
circumstances and pertinent conditions as at the acquisition date. This includes the separation of
embedded derivatives in host contracts by the acquiree.
If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s
previously held equity interest in the acquiree is remeasured to fair value at the acquisition date
through profit or loss.
Any contingent consideration to be transferred by the acquirer will be recognized at fair value at
the acquisition date. Subsequent changes to the fair value of any contingent consideration
classified as a liability will be recognized in profit or loss.
Acquisitions of the Group in 2010 and 2009 were accounted for as property acquisitions.
Financial Instruments
Date of recognition
The Group recognizes a financial asset or a financial liability in the consolidated statement of
financial position when it becomes a party to the contractual provisions of the instrument.
Purchases or sales of financial assets that require delivery of assets within the time frame
established by regulation or convention in the marketplace are recognized on the settlement date.
The Group classifies its financial assets in the following categories: financial assets at FVPL,
held-to-maturity (HTM) investments, available-for-sale (AFS) financial assets, and loans and
receivables. The Group classifies its financial liabilities into financial liabilities at FVPL and
other financial liabilities. The classification depends on the purpose for which the investments
were acquired or liabilities incurred and whether they are quoted in an active market.
Management determines the classification of its investments at initial recognition and, where
allowed and appropriate, re-evaluates such designation at every reporting date.
*SGVMC116957*
- 10 -
Financial instruments are classified as liability or equity in accordance with the substance of the
contractual arrangement. Interest, dividends, gains and losses relating to a financial instrument or
a component that is a financial liability, are reported as expense or income.
The Group’s financial assets are of the nature of loans and receivables while its financial liabilities
are the nature of other financial liabilities, respectively.
For all other financial instruments not listed in an active market, the fair value is determined by
using appropriate valuation techniques. Valuation techniques include net present value
techniques, comparison to similar instruments for which market observable prices exist, options
pricing models, and other relevant valuation models.
‘Day 1’ difference
Where the transaction price in a non-active market is different from the fair value from other
observable current market transactions of the same instrument or based on a valuation technique
whose variables include only data from an observable market, the Group recognizes the difference
between the transaction price and fair value (a ‘day 1’ difference) in profit or loss unless it
qualifies for recognition as some other type of asset. In cases where inputs to the valuation
technique are not observable, the difference between the transaction price and model value is only
recognized in profit or loss when the inputs become observable or when the instrument is
derecognized. For each transaction, the Group determines the appropriate method of recognizing
the ‘day 1’ difference amount.
After initial measurement, loans and receivables are subsequently measured at amortized cost
using the effective interest rate (EIR) method, less allowance for impairment losses. Amortized
cost is calculated by taking into account any discount or premium on acquisition and fees that are
an integral part of the EIR. The amortization, if any, is included in profit or loss. The losses
arising from impairment of loans and receivables are recognized in profit or loss under “Provision
for credit losses” in “Selling and administrative” account.
*SGVMC116957*
- 11 -
This accounting policy applies primarily to the Group’s “Loans payable” and “Accounts and other
payables” (except “Taxes payable”), “Liabilities for purchased land” and other liabilities that meet
the above definition (other than liabilities covered by other accounting standards, such as pension
obligation and income tax payable).
If there is objective evidence that an impairment loss has been incurred, the amount of the loss is
measured as the difference between the asset’s carrying amount and the present value of the
estimated future cash flows (excluding future credit losses that have not been incurred). The
carrying amount of the asset is reduced through use of an allowance account and the amount of
loss is charged to the profit or loss. Interest income continues to be recognized based on the
original EIR of the asset. Receivables, together with the associated allowance accounts, are
written off when there is no realistic prospect of future recovery and all collateral has been
realized. If, in a subsequent year, the amount of the estimated impairment loss decreases because
of an event occurring after the impairment was recognized, the previously recognized impairment
loss is reversed. Any subsequent reversal of an impairment loss is recognized in profit or loss, to
the extent that the carrying value of the asset does not exceed its amortized cost at the reversal
date.
For the purpose of a collective evaluation of impairment, financial assets are grouped on the basis
of such credit risk characteristics as customer type, customer location, credit history and past due
status.
*SGVMC116957*
- 12 -
Future cash flows in a group of financial assets that are collectively evaluated for impairment are
estimated on the basis of historical loss experience for assets with credit risk characteristics similar
to those in the group. Historical loss experience is adjusted on the basis of current observable data
to reflect the effects of current conditions that did not affect the period on which the historical loss
experience is based and to remove the effects of conditions in the historical period that do not exist
currently. The methodology and assumptions used for estimating future cash flows are reviewed
regularly by the Group to reduce any differences between loss estimates and actual loss
experience.
(a) the right to receive cash flows from the assets has expired;
(b) the Group retains the rights to receive cash flows from the asset, but has assumed an
obligation to pay them in full without material delay to a third-party under a “pass-through”
arrangement; or
(c) the Group has transferred its rights to receive cash flows from the asset and either (i) has
transferred substantially all the risks and rewards of the asset, or (ii) has neither transferred
nor retained the risks and rewards of the asset but has transferred control of the asset.
Where the Group has transferred its rights to receive cash flows from an asset or has entered into a
“pass-through” arrangement, and has neither transferred nor retained substantially all the risks and
rewards of the asset nor transferred control of the asset, the asset is recognized to the extent of the
Group’s continuing involvement in the asset. Continuing involvement that takes the form of a
guarantee over the transferred asset is measured at the lower of the original carrying amount of the
asset and the maximum amount of consideration that the Group could be required to repay.
Financial liabilities
A financial liability is derecognized when the obligation under the liability is discharged or
cancelled or has expired. Where an existing financial liability is replaced by another from the
same lender on substantially different terms, or the terms of an existing liability are substantially
modified, such an exchange or modification is treated as a derecognition of the original liability
and the recognition of a new liability, and the difference in the respective carrying amounts is
recognized in profit or loss.
*SGVMC116957*
- 13 -
Cost includes those costs incurred for the development and improvement of the properties such as
amounts paid to contractors for construction, capitalized borrowing costs, planning and design
costs, costs of site preparation, professional fees for legal services, property transfer taxes,
construction overheads and other related costs.
Prepaid Expenses
Prepaid expenses are carried at cost less the amortized portion. These typically comprise
prepayments of insurance premiums, rents, creditable tax withheld and real property taxes. This
also includes the deferred portion of commissions paid to sales or marketing agents that are yet to
be charged to the period the related revenue is recognized.
The initial cost of property and equipment consists of its purchase price, including import duties,
taxes and any directly attributable costs of bringing the asset to its working condition and location
for its intended use. When significant parts of property and equipment are required to be replaced
in intervals, the Group recognizes such parts as individual assets with specific useful lives and
depreciation, respectively. Likewise, when a major inspection is performed, its cost is recognized
in the carrying amount of the equipment as a replacement if the recognition criteria are satisfied.
All other repair and maintenance costs are recognized in profit or loss as incurred.
Depreciation and amortization of property and equipment commences once the property and
equipment are put into operational use and is computed on a straight-line basis over the estimated
useful lives (EUL) of the property and equipment as follows:
Years
Office equipment 2-5
Furniture and fixtures 2-5
Transportation equipment 3-5
Leasehold improvements are amortized on a straight-line basis over term of the lease or the EUL
of the asset of 2 years, whichever is shorter.
The useful life and depreciation and amortization methods are reviewed periodically to ensure that
the period and method of depreciation and amortization are consistent with the expected pattern of
economic benefits from items of property and equipment.
When property and equipment are retired or otherwise disposed of, the cost of the related
accumulated depreciation and amortization and accumulated provision for impairment losses, if
any, are removed from the accounts and any resulting gain or loss is credited to or charged against
current operations.
Fully depreciated property and equipment are retained in the accounts until they are no longer in
use and no further depreciation is charged against current operations.
*SGVMC116957*
- 14 -
Investment Properties
Investment properties comprise completed property and property under construction or
redevelopment which are held to earn rentals.
Investment properties are measured initially at cost, including transaction costs. The carrying
amount includes the cost of the replacing part of an existing investment property at the time that
cost is incurred if the recognition criteria are met and excludes the costs of day-to-day servicing of
an investment property. Subsequent to initial recognition, investment properties are carried at
historical cost less provisions for depreciation and impairment. Accordingly, land is carried at
cost less any impairment in value and building is carried at cost less depreciation and any
impairment in value.
Depreciation of investment properties are computed using the straight-line method over the
estimated useful lives of the assets of 30 years. The useful life and depreciation method are
reviewed periodically to ensure that the period and method of depreciation are consistent with the
expected pattern of economic benefits from items of investment properties.
Investment properties are derecognized when either they have been disposed of or when the
investment property is permanently withdrawn from use and no future economic benefit is
expected from its disposal. The difference between the net disposal proceeds and the carrying
amount of the asset is recognized in profit or loss in the period of derecognition.
A transfer is made to investment property 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. A transfer is made from investment property when and only when there is
change in use, evidenced by commencement of owner-occupation or commencement of
development with a view to sale. A transfer between investment property, owner-occupied
property and inventory does not change the carrying amount of the property transferred nor
doesn’t change the cost of that property for measurement or disclosure purposes.
Intangible Assets
Intangible assets acquired separately are measured on initial recognition at cost. Following initial
recognition, intangible assets are carried at cost less any accumulated amortization and any
accumulated impairment losses. Internally generated intangible assets, excluding capitalized
development costs, are not capitalized and expenditure is reflected in profit or loss in the year in
which the expenditure is incurred.
Gains or losses arising from derecognition of an intangible asset are measured as the difference
between the net disposal proceeds and the carrying amount of the asset and are recognized in
profit or loss when the asset is derecognized. As of December 31, 2011 and 2010, the Group’s
intangible assets consist only of software costs.
Software costs
Costs that are directly associated with identifiable and unique software controlled by the Group
and will generate economic benefits exceeding costs beyond one year, are recognized as intangible
assets to be measured at cost less accumulated amortization and accumulated impairment, if any.
Otherwise, such costs are recognized as expense as incurred.
Software costs, recognized as assets, are amortized using the straight-line method over their useful
lives of five years. Where an indication of impairment exists, the carrying amount of computer
system development costs is assessed and written down immediately to its recoverable amount.
*SGVMC116957*
- 15 -
An assessment is made at each reporting date as to whether there is any indication that previously
recognized impairment losses may no longer exist or may have decreased. If such indication
exists, the recoverable amount is estimated. A previously recognized impairment loss is reversed
only if there has been a change in the estimates used to determine the asset’s recoverable amount
since the last impairment loss was recognized. If that is the case, the carrying amount of the asset
is increased to its recoverable amount. That increased amount cannot exceed the carrying amount
that would have been determined, net of depreciation and amortization, had no impairment loss
been recognized for the asset in prior years. Such reversal is recognized in profit or loss. After
such reversal, the depreciation charge is adjusted in future periods to allocate the asset’s revised
carrying amount, less any residual value, on a systematic basis over its remaining useful life.
Equity
Capital stock is measured at par value for all shares issued. When the shares are sold at premium,
the difference between the proceeds and the par value is credited to “Additional paid-in capital”.
When the shares are issued for a consideration other than cash, the proceeds are measured by the
fair value of the consideration received. In case the shares are issued to extinguish or settle the
liability of the Group, the shares are measured either at the fair value of the shares issued or fair
value of the liability settled, whichever is more reliably determinable.
An entity typically incurs various costs in issuing or acquiring its own equity instruments. Those
costs might include registration and other regulatory fees, amounts paid to legal, accounting and
other professional advisers, printing costs and stamp duties. The transaction costs of an equity
transaction are accounted for as a deduction from equity (net of related income tax benefit) to the
extent they are incremental costs directly attributable to the equity transaction that otherwise
would have been avoided. The costs of an equity transaction that is abandoned are recognized as
an expense.
Deposits on future stock subscription represent funds received from stockholders intended for
conversion to fixed number of shares. When obligations are payable in fixed number of shares at
a determined fixed price these are classified as equity, otherwise, these are classified as liabilities.
Commission Expense
Commissions paid to sales or marketing agents on the sale of pre-completed real estate units are
deferred when recovery is reasonably expected and are charged to expense in the period in which
the related revenue is recognized as earned. Accordingly, when the percentage-of-completion
method is used, commissions are likewise charged to expense in the period the related revenue is
recognized.
*SGVMC116957*
- 16 -
Expenses
Selling expenses are costs incurred to sell real estate inventories, which includes advertising and
promotions, among others. Administrative expenses constitute costs of administering the
business. Except for commission, selling and administrative expenses are expensed as incurred.
Revenue Recognition
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the
Group and the revenue can be reliably measured.
Revenue from sales of completed real estate projects is accounted for using the full accrual
method. In accordance with Philippine Interpretations Committee (PIC) Q&A No. 2006-01, the
percentage-of-completion method is used to recognize income from sales of projects where the
Group has material obligations under the sales contract to complete the project after the property is
sold, the equitable interest has been transferred to the buyer, construction is beyond preliminary
stage (i.e., engineering, design work, construction contracts execution, site clearance and
preparation, excavation and the building foundation are finished), and the costs incurred or to be
incurred can be measured reliably. Under this method, revenue is recognized as the related
obligations are fulfilled, measured principally on the basis of the actual costs incurred to date over
the estimated total costs of the project.
Any excess of collections over the recognized receivables are included in the “Customers’
advances and deposits” account in the liabilities section of the consolidated statement of financial
position.
If any of the criteria under the full accrual or percentage-of-completion method is not met, the
deposit method is applied until all the conditions for recording a sale are met. Pending recognition
of sale, cash received from buyers are presented under the “Customers’ advances and deposits”
account in the liabilities section of the consolidated statement of financial position.
Rental income
Rental income under noncancellable and cancellable leases on investment properties is recognized
in profit or loss on a straight-line basis over the lease term and the terms of the lease, respectively,
or based on a certain percentage of the gross revenue of the tenants, as provided under the terms of
the lease contract.
Management fees
Management fees consist of revenue arising from contracts of administering a property. The
tenants pay either a fixed amount or depending on the agreement and such payment is recognized
when the related services are rendered.
*SGVMC116957*
- 17 -
Borrowing Costs
Borrowing costs incurred during the construction period on borrowings used to finance property
development are capitalized as part of development costs (included in “Real estate for
development and sale” and “Investment properties” accounts in the consolidated statement of
financial position). Capitalization of borrowing costs commences when the activities to prepare
the asset are in progress and expenditures and borrowing costs are being incurred. Capitalization
of borrowing costs ceases when substantially all the activities necessary to prepare the asset for its
intended use or sale are complete. If the carrying amount of the asset exceeds its recoverable
amount, an impairment loss is recorded.
Capitalized borrowing cost is based on applicable weighted average borrowing rate for those
coming from general borrowings and the actual borrowing costs eligible for capitalization for
funds borrowed specifically.
Pension Obligation
Pension obligation is actuarially determined using the projected unit credit method. This method
reflects services rendered by employees up to the date of valuation and incorporates assumptions
concerning employees’ projected salaries. Actuarial valuations are conducted with sufficient
regularity, with option to accelerate when significant changes to underlying assumptions occur.
Pension obligation includes current service cost, interest cost, expected return on any plan assets,
actuarial gains and losses, past service cost and the effect of any curtailment or settlement.
The liability recognized by the Group in respect of the unfunded defined benefit pension plan is
the present value of the defined benefit obligation at the reporting date together with adjustments
for unrecognized actuarial gains or losses and past service costs that shall be recognized in later
periods. The defined benefit obligation is calculated 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 using risk-free interest rates of government bonds
that have terms to maturity approximating the terms of the related pension obligation or applying a
single weighted average discount rate that reflects the estimated timing and amount of benefit
payments.
Actuarial gains and losses are recognized as income or expense when the net cumulative
unrecognized actuarial gains and losses of the defined benefit plan at the end of the previous
reporting year exceeded 10% of the higher of the present value of the defined benefit obligation
and the fair value of plan assets at that date. These actuarial gains or losses are recognized over
the expected average remaining working lives of the employees participating in the defined benefit
plan.
*SGVMC116957*
- 18 -
The past service cost is recognized as an expense on a straight-line basis over the average period
until the benefits become vested. If the benefits are already vested immediately following the
introduction of, or changes to, a retirement plan, past service cost is recognized immediately.
Leases
The determination of whether an arrangement is, or contains a lease is based on the substance of
the arrangement at inception date, whether fulfillment of the arrangement is dependent on the use
of a specific asset or assets or the arrangement conveys a right to use the asset, even if that right is
not explicitly specified in an arrangement.
Group as a lessee
Leases where the lessor retains substantially all the risks and benefits of the ownership of the asset
are classified as operating leases. Fixed lease payments are recognized on a straight-line basis
over the lease while the variable rent is recognized as an expense based on the terms of the lease
contract.
Group as a lessor
The Group has entered into property lease agreements on its investment property portfolio. The
Group has determined that it retains all the significant risks and rewards of ownership of these
properties as the Group considered, among others, the length of the lease term compared with the
estimated life of the assets.
The Group requires its tenants to pay leasehold rights pertaining to the right to use the leased unit
before the two parties enter into a lease transaction and is reported under “Customers’ advances
and deposit” in the consolidated statement of financial position. Upon commencement of the
lease, these payments are recognized in profit or loss under “Rental income” on a straight-line
basis over the lease term.
Income Tax
Current taxes
Current tax assets and liabilities for the current and prior periods are measured at the amount
expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used
to compute the amount are those that are enacted or substantively enacted as at the end of the
reporting period.
Deferred taxes
Deferred tax is provided using the liability method on temporary differences, with certain
exceptions, at the reporting date between the tax base of assets and liabilities and their carrying
amounts for financial reporting purposes.
Deferred tax liabilities are recognized for all taxable temporary differences, including asset
revaluations. Deferred tax assets are recognized for all deductible temporary differences, carry
forward benefit of unused tax credits from the excess of minimum corporate income tax (MCIT)
over the regular corporate income tax (RCIT) and unused net operating loss carryover (NOLCO),
to the extent that it is probable that taxable profit will be available against which the deductible
temporary differences and carryforward of unused tax credits from MCIT and unused NOLCO can
be utilized. Deferred tax, however, is not recognized on temporary differences that arise from the
initial recognition of an asset or liability in a transaction that is not a business combination and at
the time of the transaction, affects neither the accounting income nor taxable income.
Deferred tax liabilities are not provided on non-taxable temporary differences associated with
investments in domestic subsidiaries and associates.
*SGVMC116957*
- 19 -
The carrying amounts of deferred tax assets are reviewed at each reporting date and reduced to the
extent that it is no longer probable that sufficient taxable profit will be available to allow all or
part of the deferred tax assets to be utilized. Unrecognized deferred tax assets are reassessed at
each reporting date and are recognized to the extent that it has become probable that future taxable
profit will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rate that is expected to apply to the
period when the asset is realized or the liability is settled, based on tax rates and tax laws that have
been enacted or substantively enacted at the reporting date.
Deferred tax assets and liabilities are offset, if a legally enforceable right exists to set off current
tax assets against current tax liabilities and the deferred income taxes relate to the same taxable
entity and the same taxation authority.
As of December 31 2011, 2010 and 2009, the Group has no dilutive potential common shares.
Segment Reporting
The Group’s operating business is composed of real estate sales, leasing and property
management. Financial information on the Group’s business segments are presented in Note 24.
Provisions
Provisions are recognized when the Group has a present obligation (legal or constructive) as a
result of a past event, it is probable that an outflow of resources embodying economic benefits will
be required to settle the obligation and a reliable estimate can be made of the amount of the
obligation. Provisions are reviewed at each reporting date and adjusted to reflect the current best
estimate.
Contingencies
Contingent liabilities are not recognized in the consolidated financial statements. These are
disclosed unless the possibility of an outflow of resources embodying economic benefits is
remote. Contingent assets are not recognized in the consolidated financial statements but
disclosed when an inflow of economic benefits is probable.
*SGVMC116957*
- 20 -
The preparation of the accompanying consolidated financial statements in compliance with PFRS
requires management to make judgments and estimates that affect the amounts reported in the
consolidated financial statements and accompanying notes. The judgments and estimates used in
the accompanying consolidated financial statements are based upon management’s evaluation of
relevant facts and circumstances as of the date of the consolidated financial statements. Future
events may occur which will cause the judgments and assumptions used in arriving at the
estimates to change. The effects of any change in judgments and estimates are reflected in the
consolidated financial statements as they become reasonably determinable.
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.
Judgments
In the process of applying the Group’s accounting policies, management has made the following
judgments, apart from those involving estimations, which have the most significant effect on the
amounts recognized in the consolidated financial statements:
When the acquisition of subsidiaries does not represent a business, it is accounted for as an
acquisition of a group of assets and liabilities. The cost of the acquisition is allocated to the assets
and liabilities acquired based upon their relative fair values, and no goodwill or deferred tax is
recognized. See Note 4 for the acquisitions made by the Group.
The Group’s revenue from and cost from real estate sales are recognized based on the percentage-
of-completion method and the completion rate is measured principally on the basis of actual costs
incurred to date over the estimated total costs of the project.
*SGVMC116957*
- 21 -
Distinction between real estate for development and sale, property and equipment and investment
properties
The Group determines whether a property will be classified as real estate for development and
sale, property and equipment or investment properties. The Group determines a property as
investment property if such is not intended for use in the operations nor for sale in the ordinary
course of business, but are held primarily to earn rental income and capital appreciation. If such
property is intended for use in the operations, the Group classifies it as property and equipment.
Real estate for development and sale comprise both condominium units for sale and land held for
future development, which are properties that are held for sale in the ordinary course of business.
Principally, these are properties that the Group develops and intends to sell before or on
completion of construction.
*SGVMC116957*
- 22 -
NRV for completed real estate inventories is assessed with reference to market conditions and
prices existing at the reporting date and is determined by the Group having taken suitable external
advice and in light of recent market transactions.
NRV in respect of inventory under construction is assessed with reference to market prices at the
reporting date for similar completed property, less estimated costs to complete construction and
less an estimate of the time value of money to the date of completion.
The estimates used took into consideration fluctuations of price or cost directly relating to events
occurring after the end of the period to the extent that such events confirm conditions existing at
the end of the period. As of December 31, 2011 and 2010, the Group’s real estate inventories
which are carried at cost are as follows:
2011 2010
Real estate for development and sale (Note 7) P
=3,512,869,121 =1,820,497,098
P
Land held for future development (Note 11) – 185,828,457
*SGVMC116957*
- 23 -
If such indications are present and where the carrying amount of the asset exceeds its recoverable
amount, the asset is considered impaired and is written down to its recoverable amount. The
recoverable amount is the asset’s net selling price. The net selling price is the amount obtainable
from the sale of an asset in an arm’s length transaction while value in use is the present value of
estimated future cash flows expected to arise from the nonfinancial assets. Recoverable amounts
are estimated for individual assets or, if it is not possible, for the cash-generating unit to which the
asset belongs.
In determining the present value of estimated future cash flows expected to be generated from the
continued use of the assets, the Group is required to make estimates and assumptions that may
affect the carrying amount of the assets.
2011 2010
Property and equipment (Note 9) P
=36,755,148 P29,657,834
=
Investment properties (Note 10) 2,345,034,834 1,644,134,737
Software costs (Note 11) 338,805 682,441
Estimating EUL of property and equipment, investment properties and software costs
The Group estimates the useful lives of its property and equipment, investment properties and
software costs based on the period over which these assets are expected to be available for use.
The EUL of property and equipment, investment properties and software cost are reviewed at least
annually and are updated if expectations differ from previous estimates due to physical wear and
tear and technical or commercial obsolescence on the use of these assets. It is possible that future
results of operations could be materially affected by changes in these estimates brought about by
changes in factors mentioned above. A reduction in the estimated useful lives of property and
equipment, investment properties and software costs would increase depreciation and amortization
expense and decrease noncurrent assets.
2011 2010
Property and equipment (Note 9) P
=36,755,148 P29,657,834
=
Investment properties (Note 10) 2,345,034,834 1,644,134,737
Software costs (Note 11) 338,805 682,441
*SGVMC116957*
- 24 -
Contingencies
The Group is currently involved in various legal proceedings. The estimate of the probable costs
for the resolution of these claims has been developed in consultation with outside counsel
handling the defense in these matters and is based upon an analysis of potential results. The
Group currently does not believe that these proceedings will have a material effect on the Group’s
consolidated statements of financial position. It is possible, however, that future results of
operations could be materially affected by changes in the estimates or in the effectiveness of the
strategies relating to these proceedings (see Note 27).
4. Corporate Acquisitions
Incorporation of EAGI
On March 4, 2011, EAGI was incorporated with the primary purpose of installing and selling
aluminum, glass and hardware products. It has started its operations on August 2011. The Group
has a 60% interest on EAGI.
Incorporation of ALGC
The Parent Company’s wholly-owned subsidiary, ALGC was incorporated and registered with
SEC on April 8, 2010, primarily to carry on the business of a registered real estate developer with
similar undertakings to said business.
*SGVMC116957*
- 25 -
On January 5, 2010, PPDC entered into a contract to sell with the stockholders of REDESAN and
PMCI and the members and directors of PMTAI for the purchase of all the respective shares of
REDESAN and PMCI including all related interest of such stockholders in PMTAI.
PPDC intends to use the land held by REDESAN for a development of a commercial center, thus,
the offer to buy all the related entities. Relative fair values of the land acquired through the
acquisition of shares of stocks of REDESAN and PMCI amounted to P =456.54 million. The
building held by PMCI was subsequently demolished in preparation for the development of the
Group’s commercial project “Two Shopping Center”.
The acquired companies have no business operation prior to acquisition; as such, the acquisition
was accounted for as a property acquisition rather than a business combination.
Acquisition of ARCI
On June 15, 2009, the Group acquired through MTDC 100% of the shares of ARCI, an entity
incorporated in the Philippines, for a total consideration of =
P260.29 million. ARCI is an entity
which merely holds a land and building and has no business operation and which, upon
acquisition, shall depend on MTDC for its relevant administrative functions. As such,
management considers this transaction was accounted for as an asset acquisition, rather than an
acquisition of a business.
The relative fair value of the identifiable assets and liabilities of ARCI as at the date of acquisition
amounted to = P260.29 million.
2011 2010
Cash on hand and in banks P
=483,290,916 =437,197,355
P
Cash equivalents 17,947,267 31,246,819
P
=501,238,183 =468,444,174
P
Cash in banks earns interest at the respective bank deposit rates. Cash equivalents are made for
varying periods of up to three months depending on the immediate cash requirements of the
Group, and earn interest at the prevailing short-term investment rates. Investment rate in 2011 is
4.56% from Peso denominated securities and 1.50% for US Dollar denominated securities while
the investment rate in 2010 is 1.50%. Interest income on cash and cash equivalents amounted to
=7.08 million, P
P =2.33 million and P=1.21 million in 2011, 2010 and 2009, respectively
(see Note 17).
*SGVMC116957*
- 26 -
6. Receivables
2011 2010
Installment contracts receivable P
=2,809,976,809 =2,025,512,770
P
Due from condominium association 9,031,372 12,188,111
Advances to officers and employees 760,067 14,487,889
Others 53,937,695 28,579,477
2,873,705,943 2,080,768,247
Less noncurrent portion of installment
contracts receivable 1,942,236,792 1,181,324,805
P
=931,469,151 =899,443,442
P
Installment contracts receivable consist of receivables from the sale of real estate properties.
These are collectible in equal monthly principal installments. Installment contracts receivable
with term payment of up to four years are noninterest-bearing while those that exceed four years
are interest bearing. The corresponding titles to the condominium units sold under this
arrangement are transferred to the buyer upon full payment of the contract price. Any
nonrefundable amounts on forfeited contracts are included in other income under “Interest and
other income” in profit or loss.
Due from condominium association pertain to janitorial, security and maintenance expenses paid
by the Group in behalf of the condominium association.
Advances to officers and employees of the Group represent advances for operational purposes and
are expected to be liquidated within one year.
Other receivables pertain to utilities and real property taxes initially paid by the Group in behalf of
the unit owners before the establishment of the related condominium association. These advances
are normally settled within one year from such establishment.
As of December 31, 2011 and 2010, no impairment losses resulted from performing individual
and collective impairment tests. All outstanding receivables are considered by management as
neither past due nor impaired and thus, the Group has not recognized any allowance for
impairment losses (see Note 23).
*SGVMC116957*
- 27 -
2011 2010
Balance at beginning of year P
=226,957,959 =129,925,490
P
Additions 285,659,797 212,528,177
Accretion for the year (Note 17) (261,382,404) (115,495,708)
Balance at end of year P
=251,235,352 =226,957,959
P
Receivable financing
In 2011 and 2010, the Group entered into various agreements with banks whereby the Group sold
its installment contracts receivable. The purchase agreements provide that the Group will
substitute defaulted contracts to sell with other contracts to sell of equivalent value. The Group
still retains the sold receivables in the receivables account and records the proceeds from these
sales as loans payable. The carrying value of installment contracts receivable sold and the
recorded loans payable amounted to = P1,941.18 million and =P1,034.02 million as of December 31,
2011 and 2010, respectively (see Note 13).
2011 2010
Condominium units for sale P
=2,264,501,826 =1,820,497,098
P
Land held for development 1,248,367,295 –
P
=3,512,869,121 =1,820,497,098
P
2011 2010
Balance at January 1 P
=1,820,497,098 =1,947,019,820
P
Property acquisitions and
construction costs incurred 1,829,838,768 1,585,468,560
Capitalized borrowing cost 169,650,881 105,289,239
Transfers from investment properties (Note 10) 80,533,695 –
Transfers from land held for future development
(Note 11) 1,248,367,295 100,000,000
Transfers to investment properties (Note 10) (107,930,765) (301,496,700)
Cost of condominium units (1,528,087,851) (1,615,783,821)
Balance at December 31 =3,512,869,121 =
P P1,820,497,098
General borrowings were used to finance the Group’s ongoing projects and investment properties.
The related borrowing costs were capitalized as part of real estate for development and sale and
investment properties. The capitalization rate used to determine the borrowings eligible for
capitalization ranges from 2.71% to 6.54% and 4.55% to 7.46% in 2011 and 2010, respectively.
Total borrowing cost capitalized as part of real estate for development and sale amounted to
=169.65 million and P
P =105.29 million as of December 31, 2011 and 2010, respectively
(see Note 19).
*SGVMC116957*
- 28 -
Real estate inventories sold recognized as “Cost of condominium units” in profit or loss amounted
to =
P1,528.09 million and =P1,615.78 million in 2011 and 2010, respectively. Such cost of sales is
derived based on the standard cost for the current reporting period.
Transfers to investment properties pertain to the costs of commercial units from the Group’s
condominium projects, namely Mandarin Square and Solemare Parksuites that were reclassified as
investment properties. These were reclassified as investment properties in 2011 and 2010 due to
the change in management’s plan to lease out the units instead of selling them in the ordinary
course of business (see Note 10).
Transfer from investment properties pertain to a proportional land cost of a project that is planned
to have units that will be both sold and leased out (see Note 10).
As of December 31, 2011, various land and condominium units for sale of the Group were used as
collateral to secure the Group’s bank loans (see Note 13).
2011 2010
Advances to contractors and suppliers P
=779,352,359 P448,122,615
=
Value added input tax (Input VAT) 380,211,929 183,312,301
Creditable withholding tax 97,058,615 718,807
Deposits on real estate properties 79,265,174 86,151,567
Prepaid expenses 40,147,730 11,938,142
Deposits 16,875,213 15,220,482
Others 7,535,813 –
P
=1,400,446,833 =745,463,914
P
Advances to contractors and suppliers represent advances and downpayment that are recouped
upon every progress billing payment depending on the percentage of accomplishment.
Input VAT represents taxes imposed on the Group by its suppliers for the acquisition of goods and
services as required by Philippine taxation laws and regulations. This will be used against future
output VAT liabilities or will be claimed as tax credits. Management has estimated that all input
VAT is recoverable at its full amount.
The Group will be able to apply the creditable withholding taxes against income tax payable.
Deposit on real estate properties represents the Group’s advance payments to real estate property
owners for the future acquisition of real estate properties.
Deposits consist principally of construction bond deposit and amounts paid to the utility provider
for service application which will be settled within 12 months from the reporting date.
Prepaid expenses are attributable to prepayments of commission, insurance premiums and real
property taxes.
*SGVMC116957*
- 29 -
2011
2010
The Group has fully depreciated property and equipment with carrying values amounting to
=10.71 million and P
P =5.10 million as of December 31, 2011 and 2010, respectively.
*SGVMC116957*
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2011
2010
Commercial projects pertain to the Group’s completed commercial center, namely One Shopping
Center, which was completed in October 2010, and the commercial units of the Group’s completed
condominium projects.
In 2010, the Group classified a land it has purchased as an investment property with its initial
intention to lease out the project to be developed thereon. However, in 2011, the Group has
finished its development plan which included the construction of condominium units for sale. This
resulted to reclassification of land amounting to =
P80.53 million to real estate for development and
sale (see Note 7).
Real estate for development and sale includes the commercial units from projects such as
Mandarin Square and Solemare Parksuites, which were transferred to investment properties in
2011 and 2010. These units are intended to be held for rental upon completion of the relevant
projects amounting to =P107.93 million and =
P301.50 million in 2011 and 2010, respectively
(see Note 7).
General borrowings were used to finance the Group’s ongoing projects and investment properties.
The related borrowing costs were capitalized as part of real estate for development and sale and
investment properties. The capitalization rate used to determine the borrowings eligible for
capitalization ranges from 2.71% to 6.54% and 4.55% to 7.46% in 2011 and 2010, respectively.
Total borrowing cost capitalized as part of investment properties amounted to =P66.62 million and
=31.72 million as of December 31, 2011 and 2010, respectively (see Note 19).
P
*SGVMC116957*
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In 2011 and 2010, rental income on these investment properties amounted to P =41.73 million and
=2.62 million, respectively, while depreciation charged to operations amounted to P
P =8.37 million
and P=6.94 million, respectively. Direct expenses related to these investment properties amounted
to =
P27.55 million and =P16.32 million in 2011 and 2010, respectively.
The aggregate fair value of investment properties amounted to = P3,704.66 million. The fair values
of the investment properties were determined based on valuations performed by Cuervo
Appraisers, Inc., an independent qualified appraiser as of December 23, 2011. Cuervo Appraisers,
Inc. is an industry specialist in valuing these types of properties, intangible assets and businesses.
The value was estimated by using the Sales Comparison Approach, an approach to value that
considers similar or substitute properties and related market data.
2011 2010
Utility and security deposits P
=14,656,047 P5,208,089
=
Construction bond deposits 6,800,000 6,800,000
Software costs 338,805 682,441
Land held for future development – 185,828,457
P
=21,794,852 =198,518,987
P
The rollforward analysis of the land held for future development account follows:
2011 2010
Balance at beginning of the year P
=185,828,457 P100,000,000
=
Additions 1,062,538,838 185,828,457
Transfers to real estate for development and sale (1,248,367,295) (100,000,000)
P
=– =185,828,457
P
On May 6, 2009, PPDC acquired from a local bank three parcels of lots in the city of San Juan
amounting to = P100.00 million. The purchase was made through a bank loan which is payable in
24 monthly installments. In 2010, the Group started the design and development phase of the
project, as such, the lots were transferred to real estate for development and sale.
On October 7, 2010, ARCI purchased parcels of land in Manila for a total consideration of
=179.37 million, which was fully paid as of December 31, 2010. Relevant transaction costs for
P
such purchase amounted to =
P6.46 million.
In 2011, the Group acquired parcels of land amounting to =P1,062.54 million. During the year, the
Group reclassified the whole amount of land held for future development to real estate for
development and sale since it is the Group’s plan to develop them in the next 12 months.
Utility and security deposit pertains to the initial set-up of services rendered by public utility
companies and other various long-term deposits necessary for the construction and development
of real estate projects.
*SGVMC116957*
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Construction bond deposit pertains to the bond with ASEANA Business Park in line with the
construction of Solemare Phase 1 and 2.
2011 2010
Cost
At January 1 P
=2,466,788 =1,879,236
P
Additions 39,098 587,552
At December 31 2,505,886 2,466,788
Accumulated Amortization
At January 1 1,784,347 1,044,140
Amortization 382,734 740,207
At December 31 2,167,081 1,784,347
Net Book Value P
=338,805 =682,441
P
2011 2010
Balance at beginning of year P
=125,984 =–
P
Additions – 132,510
Accretion for the year (Note 17) (41,117) (6,526)
Balance at end of year P
=84,867 =125,984
P
2011 2010
Payable to contractors and suppliers P
=928,230,029 =669,696,269
P
Taxes payable 542,371,689 298,366,589
Retention payable 349,788,319 259,250,359
Accrued expenses
Interest 20,894,054 2,367,097
Commission 18,192,508 57,958,847
Utilities 2,632,966 2,284,376
Rental 2,032,457 1,709,058
Taxes and licenses 276,337 –
Others 35,854,441 63,362,183
P
=1,900,272,800 =1,354,994,778
P
Payable to contractors are attributable to the construction costs incurred by the Group. These are
noninterest-bearing and are normally settled on 30 to 60-day terms.
*SGVMC116957*
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Taxes payable pertains to the income taxes, net output VAT payable, taxes withheld by the Group
from their employees and contractors and statutory payables, which are payable within one (1)
year.
Retention payable pertains to 10% retention from contractors’ progress billings which will be later
released after the satisfactory completion of the contractor’s work. The 10% retention serves as a
security from the contractor should there be defects in the project. These are noninterest-bearing
and are normally settled on a 30-day term upon completion of the relevant contracts.
Accrued expenses and other payables are normally settled within one (1) year.
This represents loans from local banks with fixed and floating interest rates based on current
market rates, the details of which are as follows:
Notes payable
Notes payable represents the car loans availed by the Group for the benefit of its employees.
These loans are subject to monthly repricing. In 2011 and 2010, interest rates ranged from 5.40%
to 7.55% and 4.27% to 7.01%, respectively. The Group’s transportation equipment are held as
collateral to secure the Group’s notes payable (see Note 9).
*SGVMC116957*
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In 2011, PPDC has availed various long-term loans from local banks with outstanding balances
balance of =
P100.00 million and P=43.46 million as of December 31, 2011. Payments shall be made
in 12 equal quarterly amortizations to commence at the end of the second year from the initial
issue date up to December 2014. The loans have fixed interest rates of 4.45% and 4.50% per
annum, respectively.
In March 2010, the Parent Company signed an omnibus notes facility and security agreement with
local banks relating to the issuance of 5-year peso denominated fixed rates notes of up to
=1,000.00 million. The notes bear a fixed interest rate of 9.03%. Proceeds of the said loan facility
P
will be used to fund the Group’s construction projects and repay short term bank loans. The loan
is made available in several tranches of P=540.00 million and P
=140.00 million payable on
December 21, 2010 until December 21, 2015, and P =240.00 million and P
=60.00 million payable on
January 26, 2011 until January 26, 2016. As of December 31, 2011 and 2010, outstanding loan
amounted to = P1,000.00 million and P=700.00 million, respectively.
Unamortized debt discount and issuance costs deducted from the above-mentioned long-term bank
loans as of December 31, 2011 and 2010 amounted to =P13.36 million and =
P17.92 million,
respectively.
The rollforward analyses of unamortized debt discount and issuance costs in 2011 and 2010 on
long-term bank loans follow:
2011 2010
Balance at January 1 P
=17,915,041 =18,039,902
P
Amortization (4,557,426) (124,861)
Balance at December 31 P
=13,357,615 =17,915,041
P
In January 2010, PPDC entered into a loan agreement with a local bank to finance the acquisition
of REDESAN and PMCI. The loan with an aggregate principal amount of P =465.00 million is
payable in four years.
Various land and buildings owned by the Group located in Pasay, Roxas Boulevard, and Binondo
Manila and 15 residential units of Mayfair recorded under condominium units for sale and
investment properties were used as collateral to secure the Group’s P
=1,000.00 million fixed rate
note facility and the P
=465.00 million loan. Aggregate carrying value of the said properties
amounted to = P3,313.35 million as of December 31, 2011.
Debt covenants
The =P1,000.00 million omnibus notes facility and security agreement requires the Group to ensure
that debt-to-equity ratio will not exceed 3.5 times and debt service coverage ratio is at least 1.5
times.
As of December 31, 2011 and 2010, the Group is fully compliant with these requirements.
*SGVMC116957*
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Borrowing costs
As of December 31, 2011 and 2010, total borrowing costs capitalized amounted to
=236.27 million and P
P =137.01 million, respectively. Total interest expense amounting to
=2.26 million, P
P =1.97 million and P
=3.36 million as of December 31, 2011, 2010 and 2009,
respectively were incurred on the notes payable on employees’ car loans (see Note 19).
On May 18, 2011, the Group acquired land for the development of Solemare Parksuites Phase III
from DM Wenceslao. Total consideration amounted to = P869.73 million, net of VAT, of which,
=326.15 million was paid as of December 31, 2011 and the remaining balance to be paid in
P
twenty-five monthly installments. The current and noncurrent portion of this liability as of
December 31, 2011 amounted to P =260.92 million and P
=282.66 million, respectively. This liability
is non interest-bearing.
This account includes customers’ down payments, excess collections over the recognized
receivables based on percentage-of-completion and the unamortized portion of the leasehold rights
paid by the Group’s lessees.
The Group requires buyers of condominium units to pay a minimum percentage of the total
contract price before the two parties enter into a sale transaction. In relation to this, the customers’
advances and deposits represent payment from buyers which have not reached the minimum
required percentage. When the buyer paid up 5% of the total contract price, a sale is recognized
and these deposits and down payments will be applied against the related installment contracts
receivable.
The Group also requires its tenants to pay leasehold rights pertaining to the right to use the lease
unit before the two parties enter into a lease transaction. Upon commencement of the lease, these
payments are recognized in profit or loss under “Rental income” on a straight-line basis over the
lease term.
The Group’s customer’s advances and deposits will be applied to the related receivables once the
related revenue is recognized.
The Parent Company, in its regular conduct of business, has entered into transactions with its
subsidiaries principally consisting of advances and reimbursement of expenses, development,
management, marketing, leasing and administrative service agreements. Transactions entered by
the Group with related parties are cash advances to officers and employees for operational
purposes. Outstanding balances at year-end are unsecured, interest-free and settlement occurs by
way of liquidation of cash advances. For the years ended December 31, 2011, 2010 and 2009, the
Group has not recorded any impairment on receivables relating to amounts owed by related
parties. This assessment is undertaken each financial year by examining the financial position of
the related party and the market in which the related party operates. Related party transactions and
balances were eliminated in the consolidated financial statements.
*SGVMC116957*
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Other income consists mainly of the income from forfeited sales as well as penalties and other
surcharges billed against defaulted installment contracts receivable. Income from forfeited sales
includes both reservation fees that have prescribed from the allowable period of completing the
requirements for such reservations and the forfeited collections from defaulted contracts
receivables that have been assessed by the Group’s management as no longer refundable.
*SGVMC116957*
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Others mainly pertain to referral fees paid to unit owners, office and pantry supplies and
liquidation of cash advances incurred for the daily operations of the Group.
The Group’s finance costs pertain to the interest incurred on the notes payable on employees’ car
loans amounting to P=2.26 million, P=1.97 million and P=3.36 million in 2011, 2010 and 2009,
respectively. The amount of interest capitalized as part of real estate for development and sale in
2011, 2010 and 2009 are P =169.65 million, P =105.29 million and =P57.85 million, respectively
(see Note 7). Interest capitalized as part of investment properties amounted to P =66.62 million,
=31.72 million and P
P =20.28 million in 2011, 2010 and 2009, respectively (see Note 10).
The Group has an unfunded, noncontributory defined benefit plan covering substantially all of its
regular employees. The benefits are based on the projected retirement benefit of 22.5 days pay per
year of service in accordance with Republic Act 7641, Retirement Pay Law. An independent
actuary, using the projected unit credit method, conducts an actuarial valuation of the retirement
benefit obligation.
The components of pension obligation (included in “Salaries, wages and employee benefits” under
selling and administrative expenses) in profit or loss follow:
The amounts recognized in the consolidated statements of financial position for the pension plan
as of December 31, 2011 and 2010 are as follows:
2011 2010
Present value of defined benefit obligation P
=9,474,274 =10,276,401
P
Unrecognized actuarial gains (losses) 2,623,183 (4,837,690)
Pension liabilities recognized in the consolidated
statements of financial position P
=12,097,457 =5,438,711
P
*SGVMC116957*
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The assumptions used to determine pension benefits of the Group for the years ended
December 31, 2011, 2010 and 2009 follow:
The amounts of the unfunded status of pension obligation and experience adjustments for the
current and the previous periods follow:
Current taxes include corporate income tax and final taxes paid at the rate of 20.00%, which is a
final withholding tax on gross interest income from cash and cash equivalents.
*SGVMC116957*
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Effective November 1, 2005, Republic Act (RA) No. 9337, An Act amending the National Internal
Revenue Code (NIRC of 1997), provides that the corporate tax rate shall be 35.0% until
January 1, 2009. Starting January 1, 2009 the RCIT rate shall be 30.0%. Interest allowed as a
deductible expense is reduced by an amount equivalent to 42.0% of interest income subjected to
final tax starting November 1, 2005 until December 31, 2008. Starting January 1, 2009, interest
allowed as deductible expense shall be reduced by 33%.
The NIRC of 1997 also provides for rules on the imposition of a 2.0% MCIT on the gross income
as of the end of the taxable year beginning on the fourth taxable year immediately following the
taxable year in which the Parent Company and its wholly owned subsidiaries commenced its
business operations. Any excess MCIT over the RCIT can be carried forward on an annual basis
and credited against the RCIT for the three immediately succeeding taxable years.
In addition, the NIRC of 1997 allows the Group to deduct from its taxable income for the current
year its accumulated NOLCO from the immediately preceding three consecutive taxable years.
Details of the carryover NOLCO and MCIT that can be claimed as deduction from future taxable
income or used as deductions against income tax liabilities are as follows:
NOLCO
Year Incurred Amount Used/Expired Balance Expiry Year
2008 =129,036,993 =
P P129,036,993 =–
P 2011
2009 12,648,631 11,688,606 960,025 2012
2010 25,769,425 – 25,769,425 2013
2011 124,606,006 – 124,606,006 2014
=292,061,055 P
P =140,725,599 =
P151,335,456
MCIT
Year Incurred Amount Used/Expired Balance Expiry Year
2009 =8,583
P =–
P =8,583
P 2012
2010 107,442 – 107,442 2013
2011 4,649,652 – 4,649,652 2014
=4,765,677
P =–
P =4,765,677
P
2011 2010
Deferred tax assets on:
Unamortized discount on installment contracts
receivables P
=27,071,406 =19,335,704
P
Difference between tax and book basis of
accounting for real estate transactions 20,455,878 23,455,262
NOLCO 36,721,232 –
Pension liabilities 3,629,237 1,631,613
87,877,753 44,422,579
(Forward)
*SGVMC116957*
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2011 2010
Deferred tax liabilities on:
Difference between tax and book basis of
accounting for real estate transactions P
=37,598,885 =–
P
Unamortized discount on loans payable 4,007,285 5,374,512
Actual commissions paid in excess of
commissions expense per books 2,340,554 –
43,946,724 5,374,512
P
=43,931,029 =39,048,067
P
2011 2010
Deferred tax asset on unamortized discount on
installment contracts receivables P
=23,028,152 =23,997,474
P
Deferred tax liabilities on:
Difference between tax and book basis of
accounting for real estate transactions 55,467,940 45,230,815
Actual commissions paid in excess of
commissions expense per books 3,541,367 –
59,009,307 45,230,815
P
=35,981,155 =21,233,341
P
The Group has deductible temporary differences for which deferred tax assets have not been
recognized since the management assessed that no sufficient taxable income is available in the
future to allow all or part of deferred tax assets on certain temporary differences to be realized
and/or utilized. Accordingly, the Group did not set up deferred tax assets on certain temporary
differences as follows:
2011 2010
NOLCO P
=28,931,350 =166,460,132
P
MCIT 4,765,677 116,025
P
=33,697,027 =166,576,157
P
*SGVMC116957*
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Statutory reconciliation
The reconciliation of the statutory income tax rate to the effective income tax rate follows:
22. Equity
Cash dividends
On April 13, 2011, the Parent Company’s BOD declared cash dividends of = P110.93 million to all
stockholders of record as of June 30, 2011. The dividends declared were paid on July 15, 2011.
On April 20, 2010, the Parent Company’s BOD declared cash dividends of = P72.80 million to all
stockholders of record as of June 30, 2010. The dividends declared were paid on July 15, 2010.
On June 24, 2009, the Parent Company’s BOD declared cash dividends of = P45.07 million to all
stockholders of record as of July 8, 2009. The dividends declared were paid on August 3, 2009.
Retained earnings
The retained earnings available for dividend distribution amounted to =
P956.91 million.
The undistributed earnings from subsidiaries amounting to P =170.16 million is not available for
dividend distribution.
Stock dividends
On May 30, 2011, the BOD approved to increase the Parent Company's authorized capital from
1,000 million common shares with par value of P =1 per share to 2,300 million with par value of
=1 per share. Furthermore, the BOD also authorized to issue one (1) common share per one (1)
P
outstanding common share held by stockholders or 100% of the outstanding capital stock of the
Parent Company to be issued to the stockholders as of record date to be determined by the SEC,
upon approval of the increase in authorized capital stock of the Parent Company. This is still
currently being processed by the Parent Company.
a. Increase in Parent Company’s authorized capital stock by creating 1.30 billion 8% cumulative,
voting, nonparticipating, nonredeemable preferred shares with par value of =P1.00 per share.
b. Amendment of Articles of Incorporation to reflect the creation of preferred shares and to
increase its authorized capital stocks from 1.00 billion common shares with par value of
=1.00 to 2.30 billion shares, consisting of 1.00 billion common shares with par value of
P
=1.00 and 1.30 billion 8% cumulative, voting, nonparticipating, nonredeemable preferred
P
shares with par value of P=1.00.
*SGVMC116957*
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On July 7, 2011, the stockholders ratified the approved resolution of the BOD.
On January 20, 2012, SEC has approved the increase in authorized capital stock relating to the
creation of preferred shares.
The increase in authorized capital stock and creation of preferred shares will be used in funding
the working capital of the Group.
Capital management
The primary objective of the Group’s capital management is to ensure that it maintains a strong
credit rating and healthy capital ratios in order to support its business and maximize shareholder
value.
The Group manages its capital structure and makes adjustments to it, in light of changes in
economic conditions. To maintain or adjust the capital structure, the Group may adjust the
dividend payment to shareholders, return capital to shareholders or issue new shares.
The following table shows the components of what the Group considers its capital:
2011 2010
Capital stock P
=346,667,000 =346,667,000
P
Additional paid-in capital 632,687,284 632,687,284
Deposits on future stock subscription 346,667,000 –
Retained earnings 1,883,078,713 1,151,879,921
Non-controlling interest (293,202) –
=3,208,806,795 =
P P2,131,234,205
The Group monitors capital using a gearing ratio, which is net debt divided by total capital plus
net debt. The Group includes within net debt the interest-bearing loans and borrowings, trade and
other payables, less cash and cash equivalents. Capital includes equity attributable to the equity
holders of the parent.
2011 2010
Accounts and other payables =1,900,272,800 =
P P1,354,994,778
Loans payable 4,519,197,140 3,025,488,143
Customers’ advances and deposits 515,838,595 488,143,880
6,935,308,535 4,868,626,801
Less cash and cash equivalents (501,238,183) (468,444,174)
Net debt 6,434,070,352 4,400,182,627
Capital 3,208,806,795 2,131,234,205
Total capital and net debt =9,642,877,147 P
P =6,531,416,832
Gearing ratio 67% 67%
*SGVMC116957*
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No changes were made in the objectives, policies or processes during the years ended
December 31, 2011 and 2010.
2011 2010
Carrying Value Fair Value Carrying Value Fair Value
Financial Assets
Loans and receivables
Cash and cash equivalents P
=501,238,183 P
=501,238,183 =468,444,174
P P
=468,444,174
Receivables
Installment contracts receivable 2,809,976,809 3,093,097,214 2,025,512,770 2,510,489,407
Due from officers and
employees 760,067 760,067 14,487,889 14,487,889
Advances to condominium
association 9,031,372 9,031,372 12,188,111 12,188,111
Others 53,937,695 53,937,695 28,579,477 28,579,477
Total Financial Assets P
=3,374,944,126 P
=3,658,064,531 =2,549,212,421
P P
=3,034,189,058
Financial Liabilities
Other financial liabilities
Accounts and other payables
Payable to contractors and
suppliers P
=928,230,029 P
=928,230,029 P669,696,269
= P
=669,696,269
Retention payable 349,788,319 349,788,319 259,250,359 259,250,359
Accrued expenses 44,028,322 44,028,322 64,319,378 64,319,378
Others 35,854,441 35,854,441 63,362,183 63,362,183
Loans payable 4,519,197,140 4,847,832,755 3,025,488,143 3,105,538,240
Liabilities for purchased land 543,582,001 564,304,932 – –
Total Financial Liabilities P
=6,420,680,252 P
=6,770,038,798 =4,082,116,332
P P
=4,162,166,429
The methods and assumptions used by the Group in estimating the fair values of the financial
instruments are as follows:
Financial assets
Cash and cash equivalents, due from officers and employees and advances to condominium
association - Carrying amounts approximate their fair values due to the short-term maturities of
these instruments.
Installment contract receivables - Fair value is based on the discounted value of future cash flows
using the prevailing interest rates for similar types of receivables as of the reporting date based on
the remaining terms to maturity. The discount rates used ranged from 1.98% to 4.80% in 2011
and from 3.01% to 8.22% in 2010.
Financial liabilities
Accounts and other payables - carrying amounts approximate their fair values due to the short-
term nature of these instruments.
Liabilities for purchased land- Estimated fair value of liabilities for purchased land are based on
the discounted value of future cash flows using the applicable rates for similar types of loans with
maturities consistent with those remaining for the liability being valued.
*SGVMC116957*
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Loans payable - For variable rate loans that reprice every three months, the carrying value
approximates the fair value because of recent and regular repricing based on current market rates.
Fair value of fixed-rate loans are estimated using the discounted cash flow methodology using the
Group’s current incremental borrowing rates for similar borrowings with maturities consistent
with those remaining for the liability being valued. The discount rates used ranged from 1.97% to
3.84% and 4.00% to 6.92% in 2011 and 2010, respectively.
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities;
Level 2: other valuation techniques involving inputs other than quoted prices included in Level 1
that are observable for the asset or liability, either directly or indirectly; and
Level 3: other valuation techniques involving inputs for the asset or liability that are not
based on observable market data (unobservable inputs).
As of December 31, 2011 and 2010, the Group has no financial instruments measured at fair
value.
The main risks arising from the Group’s financial instruments are liquidity risk, interest rate risk,
foreign currency risk and credit risk. The exposures to these risks and how they arise, as well as
the Group’s objectives, policies and processes for managing the risks and the methods used to
measure the risks did not change from prior years. The main objectives of the Group’s financial
risk management are as follows:
The BOD reviews and agrees policies for managing each of these risks which are summarized
below:
Liquidity risk
Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet
commitments associated with financial instruments. Liquidity risk may result from either: the
inability to sell financial assets quickly at their fair values; the counterparty failing on repayment
of a contractual obligation; or the inability to generate cash inflows as anticipated.
The Group’s objective is to maintain balance between continuity of funding and flexibility through
the use of bank loans. The Group monitors its cash flow position, debt maturity profile and
overall liquidity position in assessing its exposure to liquidity risk. The Group maintains a level of
cash deemed sufficient to finance its operations and to mitigate the effects of fluctuation in cash
flows. Capital expenditures, operating expenses and working capital requirements are sufficiently
*SGVMC116957*
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funded through cash collections and bank loans. Accordingly, its loan maturity profile is regularly
reviewed to ensure availability of funding through an adequate amount of credit facilities with
financial institutions.
2011
2010
*SGVMC116957*
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Market Risk
Interest rate risk
The Group’s interest rate exposure management policy centers on reducing the Group’s overall
interest expense and exposure to changes in interest rates. Changes in market interest rates relate
primarily to the Group’s interest-bearing debt obligations with floating interest rate as it can cause
a change in the amount of interest payments.
The Group’s policy is to manage its interest cost by entering into a mix of fixed and floating rate
debts. The Group also regularly enters into short-term loans as it relates to its sold installment
contracts receivable in order to cushion the impact of potential increase in loan interest rates.
The tables below show the financial assets and liabilities that are interest-bearing:
2011 2010
Effective Effective
Interest Rate Amount Interest Rate Amount
Loans and Receivables
Fixed rate
Cash in banks 0.50% P
=483,218,916 0.50% =437,160,355
P
Cash equivalents 1.50% to 4.56% 17,947,267 1.50% 31,246,819
P
=501,166,183 =468,407,174
P
Other Financial Liabilities
Fixed rate
Bank loans 4.90% and 9.03% P
=2,095,098,848 6.50% and 9.21% =1,147,084,959
P
Floating rate
Notes payable 5.40% to 7.55% 7,919,057 3.00% to 4.50% 9,387,091
Receivable purchase
agreement 4.00% to 4.81% 1,941,179,235 4.36% to 6.92% 1,034,016,093
Bank loans 4.45% to 4.70% 475,000,000 4.55% to 8.50% 835,000,000
P
=4,519,197,140 =3,025,488,143
P
The following tables demonstrate the sensitivity of the Group’s income before tax to a reasonably
possible change in interest rates on December 31, 2011 and 2010, with all variables held constant.
There is no impact on the Group’s total comprehensive income other than those already affecting
profit or loss.
2011
2010
*SGVMC116957*
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There are no items that are interest-bearing which are charged directly to equity.
Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or
customer contract, leading to a financial loss. The Group trades only with recognized,
creditworthy third parties. The Group’s receivables are monitored on an ongoing basis resulting to
a manageable exposure to bad debts. Real estate buyers are subject to standard credit check
procedures, which are calibrated based on the payment scheme offered. The Group’s respective
credit management unit conducts a comprehensive credit investigation and evaluation of each
buyer to establish creditworthiness.
Receivable balances are being monitored on a regular basis to ensure timely execution of
necessary intervention efforts. In addition, the credit risk for real estate receivables is mitigated as
the Group has the right to cancel the sales contract without need for any court action and take
possession of the subject house in case of refusal by the buyer to pay on time the due installment
contracts receivable. This risk is further mitigated because the corresponding title to the
subdivision units sold under this arrangement is transferred to the buyers only upon full payment
of the contract price.
The table below shows the Group’s maximum exposure to credit risk without considering the
effects of collaterals and other credit enhancements:
2011 2010
Cash in bank and cash equivalents P
=501,166,183 =468,407,174
P
Receivables
Installment contracts receivable 2,809,976,809 2,025,512,770
Due from condominium association 9,031,372 12,188,111
Advances to officers and employees 760,067 14,487,889
Others 53,937,695 28,579,477
Total P
=3,374,872,126 =2,549,212,421
P
Given the Group’s diverse base of counterparties, it is not exposed to large concentrations of
credit risk. As of December 31, 2011 and 2010, the credit quality per class of financial assets is
as follows:
2011
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2010
Cash and cash equivalents - based on the nature of the counterparty and the Group’s internal rating
system. These financial assets are classified as Grade A due to the counterparties’ low probability
of insolvency.
Receivables - Grade A installment contract receivables are considered to be of high value where
the counterparties have a very remote likelihood of default and have consistently exhibited good
paying habits.
Grade B accounts are active accounts with minimal to regular instances of payment default, due to
collection issues. These accounts are typically not impaired as the counterparties generally
respond to the Group’s collection efforts and update their payments accordingly.
Substandard grade accounts are accounts which have probability of impairment based on historical
trend. These accounts show propensity to default in payment despite regular follow-up actions
and extended payment terms. In the Group’s assessment, there are no financial assets that will fall
under this category as the Group transacts with recognized third parties.
Due from officers and employees and advances to condominium association are Grade A. The
credit quality rating of Grade A pertains to receivables with no defaults in payment. The Group
determines financial assets as impaired when the probability of recoverability is remote and in
consideration of the lapse in the period which the asset is expected to be recovered.
As of December 31, 2011 and 2010, the aging analysis of the Group’s receivables presented per
class is as follows:
2011
Neither Past
Due Nor Past Due But Not Impaired
Impaired <30 days 30-60 days 60-90 days >90 days Total
Installment contracts receivable P
= 2,801,876,306 P
= 2,184,027 P
= 1,182,560 P
= 784,402 P
= 3,949,514 =
P2,809,976,809
Due from officers and employees 760,067 – – – – 760,067
Advances to condominium
association 9,031,372 – – – – 9,031,372
Others 53,937,695 – – – – 53,937,695
= 2,865,605,440
P P
= 2,184,027 P
= 1,182,560 P
= 784,402 P
= 3,949,514 =
P2,873,705,943
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2010
Neither Past
Due Nor Past Due But Not Impaired
Impaired <30 days 30-60 days 60-90 days >90 days Total
Installment contracts receivable =
P2,005,899,878 =
P6,235,343 =
P5,349,121 =
P4,100,430 =
P3,837,998 =
P2,025,422,770
Due from officers and employees 14,487,889 – – – – 14,487,889
Advances to condominium
association 12,188,111 – – – – 12,188,111
Others 28,579,477 – – – – 28,579,477
=2,061,155,355
P =
P6,235,343 =
P5,349,121 =
P4,100,430 =
P3,837,998 =
P2,080,678,247
With respect to credit risk arising from the other financial assets of the Group, which comprise
cash in banks and cash equivalents, the Group’s exposure to credit risk arises from the default of
the counterparty, with a maximum exposure equal to the carrying amount of these instruments.
The Group transacts only with institutions or banks which have demonstrated financial soundness
for the past five years. The Group has no significant credit risk concentration.
As for the cash in banks and cash equivalents, due from officers and employees, advances to
condominium association and other receivables, the maximum exposure to credit risk from these
financial assets arise from the default of the counterparty with a maximum exposure equal to their
carrying amounts.
The subjected condominium units sold are held as collateral for all installment contracts
receivables. The maximum exposure to credit risk from the Group’s installment contracts
receivable amounted to = P2,809.98 million and = P2,025.51 million as of December 31, 2011 and
2010, respectively. The fair value of the related collaterals amounted to = P6,675.26 million and
=7,352.03 million as of December 31, 2011 and 2010, respectively. The financial effect of the
P
collateral amounted to =
P2,809.98 million and = P2,025.51 million as of December 31, 2011 and
2010, respectively resulting to net exposure amounts of nil as of December 31, 2011 and 2010,
respectively. Basis for the fair value of the collaterals is the current selling price of the
condominium units.
For cash in bank and cash equivalents, credit quality is determined based on the nature of the
counterparty and the Group’s internal rating system. Cash in banks and cash equivalents should
be held by banks that have good reputation and low probability of insolvency.
As of December 31, 2011 and 2010, all components of receivables such as installment contracts
receivable, due from officers and employees, advances to condominium association and other
receivables are neither past due nor impaired and of high credit quality. Those accounts that are
considered neither past due nor impaired and with high credit quality are receivables without any
default in payments and those accounts wherein the management has assessed that recoverability
is high.
*SGVMC116957*
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The following table demonstrates the sensitivity to a reasonably possible change in the
Philippine Peso - US Dollar exchange rate. Using 43.84:1 as the closing exchange rates as of
December 31, 2011 and 2010, with all variables held constant, the Group’s profit before tax
(due to changes in the fair value of monetary assets and liabilities) in 2011 and 2010:
2011 2010
Increase (decrease) Effect on profit Increase (decrease) Effect on profit
in exchange rate before tax in exchange rate before tax
=1.00
P P922,565
= P
=1.00 P
=819,681
(P
=1.00) (P
=922,565) (P
=1.00) (P
=819,681)
There is no other impact on the Group’s total comprehensive income other than those already
affecting profit or loss.
Business segment information is reported on the basis that is used internally for evaluating
segment performance and deciding how to allocate resources among operating segments.
Accordingly, the segment information is reported based on the nature of service the Group is
providing.
As of December 31, 2011, 2010 and 2009, the Group considers the following as its reportable
segments:
The Chairman has been identified as the chief operating decision-maker (CODM). The CODM
reviews the Group’s internal reports in order to assess performance and allocate resources.
Management has determined the operating segment based on these reports.
The financial information about the operations of the reportable segments in 2011, 2010 and 2009
follow:
2011
Condominium Property
Sales Leasing Management TOTAL
REVENUE
Real estate sales P
=2,639,892,435 P
=– P
=– P
=2,639,892,435
Rental income 1,816,336 41,730,505 – 43,546,841
Management fee – – 12,393,871 12,393,871
Interest and other 322,163,087 384,518 3,046 322,550,651
2,963,871,858 42,115,023 12,396,917 3,018,383,798
COSTS AND EXPENSES
Cost of condominium units 1,528,087,851 – – 1,528,087,851
Selling and administrative 436,831,755 27,554,692 14,298,724 478,685,171
Finance costs 2,261,702 – – 2,261,702
1,967,181,308 27,554,692 14,298,724 2,009,034,724
Income before tax P
=996,690,550 P
=14,560,331 (P
= 1,901,807) P
=1,009,349,074
(Forward)
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Condominium Property
Sales Leasing Management TOTAL
ASSETS
Cash and cash equivalents P
=498,015,349 P
=2,665,754 P
=557,080 P
=501,238,183
Receivables 2,859,775,174 9,781,139 4,149,630 2,873,705,943
Real estate for development and sale 3,512,869,121 – – 3,512,869,121
Other current assets 1,283,134,157 116,471,139 841,537 1,400,446,833
Investment properties – 2,345,034,834 – 2,345,034,834
Other noncurrent assets 16,359,219 5,146,670 288,963 21,794,852
P
=8,170,153,020 P
=2,479,099,536 P
=5,837,210 P
=10,655,089,766
LIABILITIES
Accounts and other payables P
=1,294,323,567 P
=61,085,670 P
=2,491,874 P
=1,357,901,111
Customers deposit and advances 150,723,055 365,115,540 – 515,838,595
Liabilities for purchased land 543,582,001 – – 543,582,001
P
=1,988,628,623 P
=426,201,210 P
=2,491,874 P
=2,417,321,707
2010
Condominium Property
Sales Leasing Management TOTAL
REVENUE
Real estate sales =2,503,692,022
P P–
= P–
= =2,503,692,022
P
Rental income 1,082,307 2,616,770 – 3,699,077
Management fee – – 13,319,030 13,319,030
Interest and other 137,747,643 38,618 5,727 137,791,988
2,642,521,972 2,655,388 13,324,757 2,658,502,117
COSTS AND EXPENSES
Cost of condominium units 1,615,783,821 – – 1,615,783,821
Selling and administrative 391,696,193 16,319,357 13,068,610 421,084,160
Finance costs 1,974,545 – – 1,974,545
2,009,454,559 16,319,357 13,068,610 2,038,842,526
Income before tax =633,067,413
P (P
=13,663,969) =256,147
P P
=619,659,591
ASSETS
Cash and cash equivalents =467,548,800
P P–
= =895,374
P P
=468,444,174
Receivables 2,076,005,487 650,537 4,112,223 2,080,768,247
Real estate for development and sale 1,820,497,098 – – 1,820,497,098
Other current assets 665,489,192 79,395,854 578,868 745,463,914
Property and equipment 28,642,450 – 1,015,384 29,657,834
Investment properties – 1,644,134,737 – 1,644,134,737
Other noncurrent assets 198,136,617 – 382,370 198,518,987
=5,256,319,644
P P
=1,724,181,128 P
=6,984,219 P
=6,987,484,991
LIABILITIES
Accounts and other payables =978,988,909
P P76,764,194
= =875,086
P P
=1,056,628,189
Customers deposit and advances 286,889,569 201,254,311 – 488,143,880
=1,265,878,478
P =278,018,505
P =
P875,086 P
=1,544,772,069
*SGVMC116957*
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2009
Condominium Property
Sales Leasing Management TOTAL
REVENUE
Real estate sales =1,489,350,058
P P–
= P–
= =1,489,350,058
P
Management fee – – 4,315,988 4,315,988
Sale of land held for future
development 110,000,000 – – 110,000,000
Interest and other 26,297,728 – 2,440 26,300,168
1,625,647,786 – 4,318,428 1,629,966,214
COSTS AND EXPENSES
Cost of condominium units 822,594,977 – – 822,594,977
Selling and administrative 251,771,304 – 5,117,414 256,888,718
Cost of land held for future
development 59,343,206 – – 59,343,206
Finance costs 3,358,297 – – 3,358,297
1,137,067,784 – 5,117,414 1,142,185,198
Income before tax =488,580,002
P P–
= (P
=798,986) =487,781,016
P
ASSETS
Cash and cash equivalents =159,688,769
P P–
= P1,403,839
= P
=161,092,608
Receivables 1,063,908,870 – 1,218,884 1,065,127,754
Real estate for development and sale 1,947,019,820 – – 1,947,019,820
Other current assets 441,336,830 – 77,541 441,414,371
Investment properties – 506,578,094 – 506,578,094
Other noncurrent assets 723,318 – 111,778 835,096
=3,612,677,607
P P
=506,578,094 =2,812,042
P P
=4,122,067,743
LIABILITIES
Accounts and other payables P626,091,080
= =–
P =
P405,672 P
=626,496,752
Customers deposit and advances 130,338,729 – – 130,338,729
=756,429,809
P =–
P =
P405,672 P
=756,835,481
1. Segment assets exclude other assets, deferred tax asset and property and equipment
2. Segment liabilities exclude taxes payable, pension obligations and deferred tax liabilities
Real estate sales and cost of condominium units does not include revenue from sale of real
property booked under the disposed land held for future development.
The Chairman monitors the operating results of the Group’s business units separately for the
purpose of making decisions about resource allocation and performance assessment. Segment
performance is evaluated based on the operating profit or loss and is measured consistently with
operating profit or loss in the financial statements.
The Group has no revenue from transactions with a single external customer amounting to 5.0% or
more of the Group’s revenue.
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2011 2010
Less than one year P
=8,808,664 =14,292,915
P
After one year but not more than 5 years 3,571,389 27,123,364
P
=12,380,053 =41,416,279
P
Basic/diluted earnings per share amounts attributable to equity holders of the Parent Company for
the years ended December 31, 2011, 2010 and 2009 are as follows:
The computed EPS is before the effect of the declared stock dividends since the Parent Company
is still awaiting SEC’s approval.
27. Contingencies
The Group has an ongoing arbitration dispute instituted by SKI Construction Group, (“Claimant”)
Inc. for its allegedly unpaid monetary claims as the general contractor of a condominium building
(“the Project”) owned by the Group. The total claims amounted to P =73.95 million.
*SGVMC116957*
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The Group has responded to the claims and also made counterclaims amounting to = P73.27 million
for liquidated damages, costs of rectification works, costs to complete the Project, and other
damages incident to the Group’s take over and completion of the Project after Claimant incurred
prolonged unreasonable delay and eventually failed to complete the Project within the agreed
timetable and granted extension.
In its decision dated December 14, 2009, the Arbitral Tribunal awarded the Claimant the
aggregate amount of = P28.62 million and the Group the aggregate amount of P
=40.44 million.
Both the Claimant and the group filed their respective appeals with the Court of Appeals on
February 12, 2010.
Management believes that the Group has a strong case and prays that the Court of Appeals will
deny the claims against the Group and, order the Claimant to pay the counter-claims.
As of the March 5, 2012, no decision has yet been made by the Court of Appeals. No provisions
were made in 2011 and 2010 for this lawsuit.
The Group’s noncash investing and financing activities for each of the three years ended
December 31, 2011 follow:
a) On May 18, 2011, PPDC acquired DM Wenceslao Lots 3A-3B for the future development of
Solemare Phase III. Total consideration amounted to =P869.73 million, net of VAT, of which,
=326.15 million was paid as of December 31, 2011 and the remaining balance to be paid in
P
installment amounts of P
=23.13 million every 12th of the following months.
b) In 2009, the Group acquired a real estate property amounting to P=100.00 million on credit
through a promissory note from a local bank. This property was initially classified under land
held for future development and was transferred to real estate for development and sale in
2010 when development of project commenced.
In January 20, 2012, the application of the Parent Company for increase in authorized capital stock
which was described in Note 22 was approved by SEC.
*SGVMC116957*