COVER SHEET for AUDITED FINANCIAL STATEMENTS SEC Regitaton Number als{ol9]s|olol7[s]2 COMPANY NAME tale] [cfoluly]r]R px] [ele[uls] [alt] [rlalclaly italy] Je 1{c]a|t[a[n[o[s],] [t]xfe]-] [al [xloln[plrlolrlile] [cle For ype Depart equine rept AlAlF|s slelc lable COMPANY INFORMATION Conpanys Ema Ades Companys Telephone Naber abe Nuber = (046) 483-0838 = No.of Stctoliers Anal Meeting (Month/Day) sca Year (onth Day) 2,285 Last Saturday of May 12/31 ‘CONTACT PERSON INFORMATION ‘The dasgeted crac person MUST be an Ofer athe Copaaton Name of Contact Person Ema Adress “Tebephane Numbers oa Number Mr. Frederick D. Deoeariza| | (1 ovtavhightands.com | | (046) 483-0838) - CONTACT PERSON's ADDRESS ‘Tagaytay Highlands Complex, Barangay Calabuso, Tagaytay City, Philippines 'WOTE 17 in case of deat arto or cesaion of ae oe Oe Gerad o cai persn, veh helo a a repared We Orman wii tr (0 calor as Fo the eccarence era wth ration arco conta! Sa ote new cota perce doxatd 2: Al Bones mst be pope ad complete f.p.Faive to oso shal cus th debi updtng fe compotion’ ecards wh the Commison andor ones Nao ofDeeenes Fhe, resect of Oeics Selo excise fe coporten fo ably fers Geksences.COUNTRY CLUB AT TAGAYTAY HIGHLANDS STATEMENT OF MANAGEMENT'S RESPONSIBILITY FOR FINANGIAL STATEMENTS: “The management of The Country Club at Tagaytay Highlands, 1. responsible for the preparation Tre far prasentation ofthe financial statements, including the scheGuice attached therein, or the years anc tei Boember 31, in accordance with the prescribed financial repora framework indicated therein, anc eecerr intemal control as management determines is necessary ‘enable the preparation of are es tatoments that are free from material misstatement, whether ue 10 fraud or error. In preparing the financial statements, management is fesponsiie 1 assessing The Country Club at Tagaytay Highlands, Inc. ability to continue as 8 going concert ‘disclosing, as applicable matters related to gorng concer and using the going concem basis of accountng ‘unless management either extends to Teuidate The Country Club at Tegeytey Highlands, Ine. or fo cease ‘operations, or has no realistic alternative but to do so. ‘The Board of Directors is responsible for overseeing The Country Club at Tagaytay Highlands, Inc. financial reporting process, ‘The Board of Directors reviews and approves the financial statements including the schedules attached therein, and submits the same to the stockholders. 5yCip Gorres Velayo & Co,, the independent auditors, appointed by the stockneiters has. audited the Se ore vei of The Country Club at Tagaytay Highlands, Ino. in apcordance with Philippine aoa eae tmadting, and ints report to the stockholders, has expressed Its opinion on the feimess of ‘presentation pon completion of such examination. Willy N. Ocier Chairman of the Board MW yee eee Jerry ©. Tu President ete eeea) bere! Ma, Clara T. Kramer General Manager Tagaytay City, Cavite, Philippines « Tel: (046) 483-0888 - Fax: (046) 483-0830 ‘www.TagaytayHighlands.comSigned this_th day of 20RRR 12 1018 TAGAYTAY CITY APR 12 2018 SUBSCRIBED AND SWORN to before me this__th day of, 2017 affiants exhibiting to me their competent evidence of identity, as follows ‘NAME Competent Evidence of ldentity | Date of ssue Place of issue WILLY N. OCIER PASSPORT# PO9SS319A ‘November 19, 2016 | DFA MANILA TIN#101-937-954-000__ | JERRY C. TIU Di N11-76-012019 February 2, 2016 | ‘TINH 106-218-979-000 DFA NCREAST MA. CLARAT. KRAMER PASSPORTH# EC2084270 September 13, 2014 | DFANCR __| tua 112-878-419-000 : souTH | FREDERICK D.DEOCARIZA | PRC# 0047508 November 22, 2016 | PRC MANILA 7 TINH 125-284-119-000 _ Doc. No. 23 Page No._¥)_; Book No. _CA\ Series of 4SGV Syclp Gowres Velayo & Co. Tel (682) 891 0907 BOAPRC Reg. No. 0001, {8760 Ayes Avorua Fax (632) 8190972 December 14 2015, vad untt Dacomber 31.2018 ates ‘228 Makat Gly eycoriph ‘SEG Accreaton No. O012-FF-4 (Group A, Bung bt Pritppines ‘Novemoat 10,2018, valé urti November 9, 2018 INDEPENDENT AUDITOR'S REPORT ‘The Board of Directors and Members ‘The Country Club at Tagaytay Highlands, Inc. ‘Tagaytay Highlands Complex Barangay Calabuso, Tagaytay City, Philippines Report on the Audit of the Financial Statements Opi ‘We have audited the financial statements of The Country Club at Tagaytay Highlands, Inc. (the Country Club), a nonprofit corporation, which comprise the statements of financial position as at December 31, 2017 and 2016, and the statements of comprehensive income, statements of changes in ‘members’ equity and statements of cash flows for each of the three years in the period ended December 31, 2017, and notes to the financial statements, including a summary of significant accounting policies. In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Country Club as at December 31, 2017 and 2016, and its financial performance and its ‘ash flows for each of the three years in the period ended December 31, 2017 in accordance with Philippine Financial Reporting Standards (PFRSs). Basis for Opinion We conducted our audits in accordance with Philippine Standards on Auditing (PSAs). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Country Club in aeeordance with the Code of Ethies for Professional Accountants in the Philippines (Code of Ethics) together with the ‘thical requirements that are relevant to our audit of the financial statements in the Philippines, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethies, We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Other Information Management is responsible for the other information. The other information comprises the information ineluded in the SEC Form 20-IS (Definitive Information Statement), SEC Form 17-A and Annual Report for the year ended December 31, 2017, but does not include the financial statements and our auditor's report thereon. The SEC Form 20-1S (Definitive Information Statement), SEC Form 17-A and Annual Report for the year ended December 31, 2017 are expected to be made available to us after the date of this auditor’s report. Our opinion on the financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.SGV Building a batter working wortg In connection with our audits of the financial statements, our responsibility is to read the other information when it becomes available and, in doing so, consider whether the other information is ‘materially inconsistent with the financial statements or our knowledge obtained in the audits, or otherwise appears to be materially misstated, Responsibilities of Management and Those Charged with Governance for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with PFRSs, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error In preparing the financial statements, management is responsible for assessing the Country Club's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Country Club or to cease operations, or has no realistic alternative but to do so. ‘Those charged with governance are responsible for overseeing the Country Club’s financial reporting process. Auditor's Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with PSAs will always detect a material misstatement when it exists. Misstatements ean arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with PSAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. © Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Country Club's internal control. ‘© Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management,SGV Bulaing a better ‘working world ‘© Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Country Club’s ability to continue as a going ‘concern, If we conclude that a material uncertainty exists, we are required to draw attention in our ‘auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Country Club to ‘cease to continue as a going concern. '* Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. “We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. Report on the Supplementary Information Req .d Under Revenue Regulations No. 15-2010 Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken asa whole, The supplementary information required under Revenue Regulations No. 15-2010 is presented by the management of The Country Club at Tagaytay Highlands, Inc. ina separate schedule Revenue Regulations No. 15-2010 requires the information to be presented in the notes to financial statements, Such information is not a required part of the basic financial statements. The information is also not required by the Securities Regulation Code Rule 68, As Amended (2011). Our opinion on the basic financial statements is not affected by the presentation of the information in a separate schedule. SYCIP GORRES VELAYO & CO. hance 0 Neth Julie Christine ©. Mateo Partner CPA Certificate No, 93542 SEC Accreditation No. 0780-AR-2 (Group A), ‘May 1, 2015, valid until April 30, 2018 ‘Tax Identification No. 198-819-116 BIR Accreditation No, 08-001998-68-2018, February 26, 2018, valid until February 25, 2021 PTR No. 6621309, January 9, 2018, Makati City April 7, 2018THE COUNTRY CLUB AT TAGAYTAY HIGHLANDS, ING) |p ae (A Nonprofit Corporation) R13 2g | STATEMENTS OF FINANCIAL POSITION ia! (Qh SSS5SS 2017 2016 ASSETS Current Assets Cash and cash equivalents (Notes 5 and 22) 50,673,890 43,055,927 Receivables (Notes 6, 18 and 22) 57,455,948 83,855,600 Inventories (Note 7) 14,200,473 11,386,210 Other current assets (Note 8) 25,952,316 20,932,151 Total Current Assets 148,282,627 159,229,888 Noncurrent Assets Property and equipment (Notes 9 and 12) 483,080,164 494,032,996 Investment property (Note 9) 34,581,711 34,581,711 Other noncurrent assets (Notes 10 and 22) 6,255,929 5,552,364 Total Noncurrent Assets 523,917,804 534,167,071 ‘TOTAL ASSETS. 2672,200,431__ P693,396,959 LIABILITIES AND MEMBERS’ EQUITY Current Liabilities ‘Accounts payable and other current liabilities (Notes 11, 18 and 22) P119,193,790_P149,129,299 Loans payable - current (Notes 12 and 22) 1,418,553 532,479 Total Current Lial 120,612,343 149,661,778 Noneurrent Liabilities Loans payable - noncurrent (Notes 12 and 22) 1,597,758 939,309 Pension liability (Note 19) 24,853,497 21,618,152 Total Noncurrent Liabilities 26,451,255 22,557,461 ‘Total Liabilities 147,063,598 172,219,239 Members’ Equity Proprietary certificates (Notes 13 and 22) 00,000,000 500,000,000 ‘Additional paid-in capital (Note 22) 1,048,932,564 _1,048,932,564 Deficit (Note 22) (2,025,834,338) (1,029,624,768) Remeasurement gain on defined benefit pension plan, net of tax 2,038,607, 1,869,924 Net Members’ Equity Se 525,136,833 $21,177,720 672,200,431 693,396,959THE COUNTRY CLUB AT TAGAYTAY HIGHLANDS, INC. (A Nonprofit Corporation) STATEMENTS OF COMPREHENSIVE INCOME, Years Ended December 31 a7 2016 2015 REVENUES Membership dues (Note 13) 98,460,958 P97,802,898 98,191,190 Clubhouse operations: Food, beverage and sundries 1394116408 132,742,631 131,229317 Income from recreational facilities 19,365,097 17,616,389 13,953 152 Room sales 17273,792___17079.741__17673,342 274,216,255 265,241,659, 261,047,001 COST OF SALES AND SERVICES (Note 14) (232,644,877) (254,696,992) (267,950,951) GENERAL AND ADMINISTRATIVE EXPENSES (Note 15) (68,948,130) (43,566,135) (21,271,397) INTEREST EXPENSE (Note 12) 21,06) (125,930) (306,774) INTEREST INCOME (Note 5) 163,685 139,104 61,292 OTHER INCOME (Note 17) S1us7241 34,606,728 _28,367395 EXCESS (DEFICIENCY) OF REVENUE OVER EXPENSES BEFORE INCOME TAX 3753105 1,596,434 53.434) PROVISION FOR (BENEFIT FROM) INCOME TAX (Note 20) Current 1,809,508 1,343,176 471,327 Deferred (1,846,833) (531,200) (270,941) 37,325) 811,976 200,386 NET INCOME (LOSS) 3,790,430 784458 (253,820) OTHER COMPREHENSIVE INCOME NOT TO BE RECLASSIFIED TO PROFIT OR LOSS IN SUBSEQUENT PERIODS Remeasurement gain on defined benefit pension plan (Note 19) 240,976, 1,770,667, 2,040,839 Income tax effect 72293) (31,200) __(612,22) 168,683 1,239,467 1.428.587 ‘TOTAL COMPREHENSIVE INCOME 3,959,113 2,023,925 1,174,167_uouiasoys frou oy S30 BuMundwo220 22 CeeEN Sted LONREOTA TEEFETSCO TA) FOSTESSPOTA — O00TO00'O0SA lOc Te equieseg ye SUNT EI 6S6E £89991 OevO6L'e = = HIOOU OnISTOUSITTOS EO, €89°991 = = = 3 Jo U “sWoaNT SAISTAYSIAHOD 13H] eS osvo6u¢ = - 2WooU ON OLN Isa POCO TA COPENH FISTESAPO TE —_ OOOO DISA Tioe 1 Kreme Ve soOUE TE OLIN sd __PEOOIS TA TOT Te AoqUIDDeC Fe SHOUETT SCO ECOT Drerrt BSP PAL = ‘SUnODaT aAsTOySUCHIOD [eIOT, TIF 6ECT LF 6ECT = [Heo TOT SWODUT SAISTAYRITTOG GO ssrrse ssp'yse 3 2 UII IN SOLeSVoIsd SF OEE Geo OROTA) POSTER TA OOOOH DOSE STOeT ATeRUEy Te SOME TSF 0E9a “CerCorveo ta) reStesaOTa —COOUOT VIS STOr Te soqUIBDNCT Fe SSCL LasearT Ceres = = i030 aATNSITWIND TO, iass7rT = WH Jo Tou suODUT SATSTOySITIIOD 15TH Gors'es) - = 80] 19N $U'6LELISA GOr'SSTOROTA) POSTER TA 000000 00S Soe Creme Ve UTE Taba TaN TON) epi sioquA IN —_XHLJOPN- wud pede €1 S210N) ‘wey worst sayEIYEID. yatiog pouuea Aaejauidosg to ($807) we swouisanseauiayt S107 ANY 9107 ‘L107 ‘Te AAMWAIAT CAGNA SUVAA THL YO ALINOA SAAT NI SADNVHO AO SLNAWALV.LS Tuomexodi05 1ordUON V) “ONT ‘SANVTHOIH AVLAVOVL LY €19 AULNN09 AHLTHE COUNTRY CLUB AT TAGAYTAY HIGHLANDS, INC. (A Nonprofit Corporation) STATEMENTS OF CASH FLOWS Years Ended December 31 2017 2016 2015 CASH FLOWS FROM OPERATING ACTIVITIES Excess (deficiency) of revenue over expenses before income tax P3,753,108—_—PI,S96,434 (P53,434) Adjustments for Depreciation (Notes 9, 14 and 15) 46,719,139 53,896,904 70,680,083 Pension costs (Notes 16 and 19) 3,944,736 6,213,164 1,596,776 Interest expense (Note 12) 221,069 125,930 306,774 Interest income (Note 5) (163,685) (139,104) (61,292) Gain on disposal of property and equipment (Notes 9 and 17) 69,864) - (97,543) Unrealized foreign exchange gain (6175) (25,845) (51638) income before working capital changes 4 A28325 61,667,483 72,365,696 Decrease (increase) in: Receivables 26,399,652 (15,859,906) (16,732,063) Inventories 814,263) (586,351) (997,815) Other current assets 349,372 (808,744) (15,444,296) Increase (decrease) in accounts payable and other current liabilities (29,940,656) (2,491,070) _ 42,360,740 Gash generated fom operations 45,422,430 41,921,412 81,552,262 Interest received 163,685 139,104 61,292 Benefits paid (Note 19) (468,415) (25,800) —_(2,368)332) Income taxes paid, including creditable withholding taxes (Note 20) ($404,508) (10,606,716) (471327) Nefcash provided by operating activities 42,713,195 31,428,000 78,773,895 (CASH FLOWS FROM INVESTING ACTIVITIES Additions to property and equipment (Note 9) (85,770,588) (26,732,973) (46,135,177) Decrease (increase) in other noncurrent assets (703,565) 961,613 (570;366) Proceeds from disposal of property and equipment (Note 9) 44.145 = 97,543 ‘Net cash used in investing activities (36430,008) (25,771,360) (46,608,000) CASH FLOWS FROM FINANCING ACTIVITIES Availment of loans (Notes 12 and 24) 2,615,200 1,692,600 = Payment of loans (Notes 12 and 24) (4,070,677) (2,296,268) 3,029,862) Interest paid (Note 24) (221,922), (118,985) 306,774) Net eash provided by (used in) financing activities 1,328,601, (722,653) 336,636) NET INCREASE IN CASH AND CASH EQUIVALENTS 7,611,788 4,933,987 28,829,259 EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS, 64175 25,845 5,638 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR (Note 5) 43,085,927___38,096,095 9,261,198 CASH AND CASH EQUIVALENTS AT END OF YEAR (Note 5) 50,673,890 43,055,927 _P38,096,095. “es accompanying Notes to Fancial Satenents