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Manila Water Quarterly Report2020-11-12, 3Q (17-Q Report)
Manila Water Quarterly Report2020-11-12, 3Q (17-Q Report)
Gentlemen:
We submit herewith our Quarterly Report (SEC Form 17-Q Report) for the period ended September 30,
2020.
GERARDO M. LOBO II
Assistant Corporate Secretary
Encl: a/s
COVER SHEET
A 1 9 9 6 - 1 1 5 9 3
S.E.C. Registration Number
M A N I L A W A T E R C O M P A N Y , I N C . A N D
S U B S I D I A R I E S
M W S S A D M I N I S T R A T I O N B U I L D I N G ,
4 8 9 K A T I P U N A N R O A D , B A L A R A ,
Q U E Z O N C I T Y , M E T R O M A N I L A
N/A
Secondary License Type, If Applicable
954 P
= 42.76 billion P
= 36.95 billion
Total No. of Stockholders Domestic Foreign
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
4. Exact name of issuer as specified in its charter: MANILA WATER COMPANY, INC.
7. Address of issuer's principal office: MWSS Administration Building, 489 Katipunan Road,
Balara, Quezon City Postal Code: 1105
8. Issuer's telephone number, including area code: (632) 7917-5900 local 1404
9. Former name, former address and former fiscal year, if changed since last report: Not Applicable
10. Securities registered pursuant to Sections 8 and 12 of the Securities Regulation Code (SRC):
a. Shares of stock
Number of shares
Title of each class outstanding
Authorized capital stock
Common shares (P = 1.00 par value) 3,100,000,000
Number of shares outstanding
Common shares (P = 1.00 par value) 2,064,839,617
b. Debt securities
The Company has no other registered securities either in the form of shares, debt or otherwise.
a. Has filed all reports required to be filed by Section 17 of the Code and SRC Rule 17 thereunder or
Sections 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 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 [ ]
PART I – FINANCIAL INFORMATION
I. Financial Statements
December 31,
2019
September 30, Audited (As
2020 Restated - See
Unaudited Note 14)
ASSETS
Current Assets
Cash and cash equivalents (Note 6) P
= 14,072,459 P
= 8,933,770
Short-term investments (Note 6) 17,416,292 109,268
Receivables (Note 7) 4,582,274 2,444,278
Concession financial receivable - current portion 367,836 238,983
Contract assets - current portion (Note 5) 459,278 558,675
Inventories 319,820 321,519
Other current assets (Note 8) 1,339,066 1,663,487
Assets under PFRS 5 - current (Note 14) 160,592 188,963
Total Current Assets 38,717,617 14,458,943
Noncurrent Assets
Property, plant and equipment (Note 5) 4,996,506 4,577,487
Service concession assets (Note 5) 98,586,301 93,519,143
Right-of-use assets (Note 5) 309,259 283,088
Concession financial receivable - net of current portion 1,336,792 815,556
Contract assets - net of current portion (Note 5) 88,348 570,126
Investments in associates (Notes 5 and 9) 13,977,363 15,519,808
Goodwill (Note 5) 136,566 136,566
Deferred tax assets - net 1,044,283 1,150,277
Other noncurrent assets (Note 5) 2,018,145 3,233,627
Assets under PFRS 5 - noncurrent (Note 14) 325,669 337,019
Total Noncurrent Assets 122,819,232 120,142,697
P
= 161,536,849 P
= 134,601,640
Noncurrent Liabilities
Noncurrent portion of:
Long-term debt (Note 10) 68,874,639 45,836,666
Service concession obligations 8,693,865 8,139,578
Contract liabilities 104,772 78,620
Lease liabilities 265,531 253,157
Pension liabilities - net 262,521 194,194
Deferred tax liabilities - net 157,073 87,978
Provisions (Note 19) 987,764 1,181,881
Other noncurrent liabilities 807,852 823,506
Liabilities under PFRS 5 - noncurrent (Note 14) 86,789 156,900
Total Noncurrent Liabilities 80,240,806 56,752,480
Total Liabilities 102,595,751 78,610,432
(Forward)
December 31,
2019
September 30, Audited (As
2020 Restated - See
Unaudited Note 14)
Equity
Attributable to equity holders of Manila Water Company, Inc.:
Capital stock:
Common stock P
= 2,064,840 P
= 2,064,840
Preferred stock 400,000 400,000
2,464,840 2,464,840
Additional paid-in capital 4,604,046 4,589,951
Subscriptions receivable (371,307) (371,307)
Total paid-up capital 6,697,579 6,683,484
Retained earnings:
Appropriated 35,495,000 35,495,000
Unappropriated 15,449,449 12,253,697
Remeasurement loss on defined benefit plans (136,682) (136,682)
Other equity reserves 54,107 54,107
Equity share in other comprehensive loss of an associate (Note 9) (1,346) (1,346)
Cumulative translation adjustment (Note 9) 11,030 366,476
57,569,137 54,714,736
Noncontrolling interests 1,371,961 1,276,472
Total Equity 58,941,098 55,991,208
P
= 161,536,849 P
= 134,601,640
*Includes cash and cash equivalents forming part of assets under PFRS 5.
MANILA WATER COMPANY, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
1. Corporate Information
Manila Water Company, Inc. (the Parent Company) and its subsidiaries (collectively referred to as the
Group) are incorporated to provide water, integrated used water, sewerage and sanitation, distribution
services, pipeworks, engineering, procurement and management services.
On November 9, 2020, the Board of Directors (BOD) approved and authorized the release of the unaudited
interim condensed financial statements.
Additional information about the Group, including the annual and quarterly reports can be found on the
corporate website at www.manilawater.com.
The unaudited interim condensed consolidated financial statements comprise the financial statements of the
Parent Company and the following subsidiaries:
Country of
Effective Percentages of
Incorporation
Ownership
and Place of
September 30, December 31,
Business
2020 2019
Manila Water Total Solutions Corp. (MWTS) Philippines 100.00 100.00
Calasiao Water Company, Inc. (Calasiao Water) -do- 90.00 90.00
Manila Water Asia Pacific Pte. Ltd. (MWAP) Singapore 100.00 100.00
Manila Water South Asia Holdings Pte. Ltd. (MWSAH) -do- 100.00 100.00
Thu Duc Water Holdings Pte. Ltd. (TDWH) Singapore 100.00 100.00
Kenh Dong Water Holdings Pte. Ltd. (KDWH) -do- 100.00 100.00
Manila Water Thailand Holdings Pte. Ltd. (MWTH) -do- 100.00 100.00
Manila Water (Thailand) Co., Ltd. (MWTC) Thailand 100.00 100.00
Manila South East Asia Water Holdings Pte. Ltd.
(MSEA) Singapore 100.00 100.00
PT Manila Water Indonesia (PTMWI)1 Indonesia 100.00 100.00
Manila Water Philippine Ventures, Inc. (MWPVI) Philippines 100.00 100.00
Laguna AAAWater Corporation (Laguna Water) -do- 70.00 70.00
Clark Water Corporation (Clark Water) -do- 100.00 100.00
Boracay Island Water Company, Inc. (Boracay Water) -do- 80.00 80.00
Filipinas Water Holdings Corp. (Filipinas Water) 2 -do- 100.00 100.00
Obando Water Company, Inc. (Obando Water) -do- 90.00 90.00
Bulakan Water Company, Inc. (Bulakan Water) -do- 90.00 90.00
Metro Ilagan Water Company, Inc. (Ilagan Water) -do- 90.00 90.00
MWPV South Luzon Water Corp. (South Luzon
Water) -do- 100.00 100.00
North Luzon Water Company, Inc. (North Luzon Water) -do- 100.00 100.00
Manila Water Consortium, Inc. (MW Consortium) -do- 57.22 57.22
Cebu Manila Water Development, Inc.
(Cebu Water)3 -do- 40.39 40.39
Davao del Norte Water Infrastructure Company, Inc.
(Davao Water) -do- 51.00 51.00
Tagum Water Company, Inc. (Tagum Water)4 -do- 45.90 45.90
Bulacan MWPV Development Corp. (BMDC) -do- 100.00 100.00
Aqua Centro MWPV Corp. (Aqua Centro) -do- 100.00 100.00
Manila Water Technical Ventures, Inc. (MWTV) -do- 100.00 100.00
EcoWater MWPV Corp. (EcoWater) -do- 100.00 100.00
Leyte Water Company, Inc. (Leyte Water) -do- 100.00 100.00
Zamboanga Water Company, Inc. (Zamboanga Water) -do- 70.00 70.00
Calbayog Water Company, Inc. (Calbayog Water) -do- 60.00 100.00
1
PTMWI is 95.00% owned by MSEA and 5.00% owned by an individual whose ownership has been pledged to MSEA.
2
Filipinas Water is 49.00% owned by the Parent Company and 51.00% owned by MWPVI.
3
Cebu Water is 70.58% owned by MW Consortium. MWPVI’s effective ownership interest in Cebu Water is 40.39% by virtue of its
57.22% ownership interest in MW Consortium.
4
Tagum Water is 90.00% owned by Davao Water. MWPVI’s effective interest in Tagum Water is 45.90% by virtue of its 51.00%
ownership interest in Davao Water.
Unless otherwise indicated, the Philippines is the principal place of business and country of incorporation of
the Group’s subsidiaries.
-7-
2. Basis of Preparation and Summary of Changes to Significant Accounting Policies
Basis of Preparation
The unaudited interim condensed consolidated financial statements of the Group have been prepared using
the historical cost basis. The Parent Company’s presentation and functional currency is the Philippine Peso
(P
= , Peso or PHP). Amounts are rounded off to the nearest Peso, except otherwise stated.
Statement of Compliance
The unaudited interim condensed consolidated financial statements of the Group have been prepared in
compliance with Philippine Accounting Standard (PAS) 34, Interim Financial Reporting. Accordingly, the
unaudited interim condensed consolidated financial statements do not include all of the information and
disclosures required in the annual audited consolidated financial statements and should be read in
conjunction with the Group’s annual consolidated financial statements as of and for the year ended
December 31, 2019.
The preparation of the financial statements, in compliance with PFRSs, requires management to make
estimates and assumptions that affect the amounts reported in the financial statements and accompanying
notes. The estimates and assumptions used in the unaudited interim condensed consolidated financial
statements are based upon management’s evaluation of relevant facts and circumstances as of the date of
the unaudited interim condensed consolidated financial statements. Actual results could differ from such
estimates.
The amendments to PFRS 3 clarify the minimum requirements to be a business, remove the
assessment of a market participant’s ability to replace missing elements, and narrow the definition of
outputs. The amendments also add guidance to assess whether an acquired process is substantive
and add illustrative examples. An optional fair value concentration test is introduced which permits a
simplified assessment of whether an acquired set of activities and assets is not a business.
These amendments will be considered in future business combinations of the Group. The Group did not
have any business combinations for the period ended September 30, 2020.
The amendments to PFRS 9 and PAS 39 provide a number of reliefs, which apply to all hedging
relationships that are directly affected by interest rate benchmark reform. A hedging relationship is
affected if the reform gives rise to uncertainties about the timing and or amount of benchmark-based
cash flows of the hedged item or the hedging instrument.
The Group does not have any interest rate hedge relationships.
The amendment exempts lessees from having to consider individual lease contracts to determine
whether rent concessions occurring as a direct consequence of the COVID-19 pandemic are lease
modifications and allows lessees to account for such rent concessions as if they were not lease
modifications. It applies to COVID-19-related rent concessions that reduce lease payments due on or
before June 30, 2021.
The amendment, issued on May 28, 2020, is effective June 1, 2020 but, to ensure the relief is available
when needed most, lessees can apply the amendment immediately in any financial statements – interim
or annual – not yet authorized for issue.
The Group has adopted the amendment on its effective date and has identified that it has not received
any rent concessions until the approval date of the unaudited interim condensed financial statements.
The Group will continue to monitor future rent concessions and its impact on the Group’s financial
position and operations.
-8-
d. Amendments to PAS 1, Presentation of Financial Statements, and PAS 8, Accounting Policies, Changes
in Accounting Estimates and Errors, Definition of Material
The amendments refine the definition of material in PAS 1 and align the definitions used across PFRSs
and other pronouncements. They are intended to improve the understanding of the existing
requirements rather than to significantly impact an entity’s materiality judgements.
The amendments affect only the presentation of liabilities in the statement of financial position by
clarifying that (i) the classification of liabilities as current or non-current should be based on rights that
are in existence at the end of the reporting period; (ii) the classification is unaffected by expectations
about whether an entity will exercise its right to defer settlement of a liability; and (iii) the settlement of
liabilities refers to the transfer to the counterparty of cash, equity instruments, other assets or services.
The Conceptual Framework is not a standard, and none of the concepts contained therein override the
concepts or requirements in any standard. The purpose of the Conceptual Framework is to assist the
International Accounting Standards Board in developing standards, to help preparers develop consistent
accounting policies where there is no applicable standard in place and to assist all parties to understand
and interpret the standards.
The revised Conceptual Framework includes some new concepts, provides updated definitions and
recognition criteria for assets and liabilities and clarifies some important concepts.
On January 1, 2020, the Group revised its revenue accounting policy for supervision fees.
Revenue Recognition
• Supervision fees
Prior to January 1, 2020, revenue from supervision fees of MWPVI, Aqua Centro, EcoWater, and
Laguna Water is accounted for as connection fees. With the new information gathered from
operating greenfield projects and changes in circumstances, the allocation of the transaction price
between connection fees and future water services was reassessed. As a result, the supervision
fees are allocated between connection fees and future water services (as consideration for water
affordability or lower water tariff) based on the relative stand-alone selling price method for
contracts and projects initiated starting January 1, 2020. The stand-alone selling price of
connection fee is estimated based on adjusted market assessment approach while the stand-alone
selling price allocated to future water services is estimated considering actual and projected water
tariffs. The change in estimate is accounted prospectively and supervision fees pertaining to
existing projects as of December 31, 2019 will continue to be accounted for entirely as connection
fee.
Supervision fees recognized as connection fees amounted to P = 239.01 million and P = 608.37 million
for the nine months ended September 30, 2020 and September 30, 2019, respectively. Supervision
fees allocated to future water services recognized under “contract liabilities” amounted to P
= 247.53
million as of September 30, 2020 (nil as of December 31, 2019).
a. The Group does not have any significant seasonality or cyclicality in its interim operations, except for the
usually higher demand during the summer months of April to June.
b. On March 16, 2020, President Rodrigo Roa Duterte placed the entire Luzon under enhanced community
quarantine effective until April 30, 2020 to address the spread of COVID-19. The strict implementation
of the enhanced community quarantine was subsequently extended for fifteen (15) days for Metro
Manila and other high-risk areas in the Philippines.
-9-
On March 17, 2020, the Parent Company announced that it was extending the due date of payment of
customers’ water bills for thirty (30) days. This was in response to the month-long enhanced community
quarantine imposed on the entire Luzon. The extension was applied to water bills whose due dates fell
within the quarantine period.
In view of the COVID-19 pandemic’s impact on the communities which the Group serves, numerous
contingency measures have been undertaken to ensure business continuity and to safeguard the health
and safety of employees and customers.
With the onset of the enhanced community quarantine, the Group has put in place business contingency
measures to ensure that critical facilities and business centers remain operational to provide reliable
service to our customers. Furthermore, in view of health and safety concerns, the Group suspended
meter reading activities in our service areas for the duration of the enhanced community quarantine.
Equally important, to assist customers amid the quarantine period, the Group has deferred the due date
of customer bills.
For employees, in order to ensure welfare and safety amid the COVID-19 pandemic and enhanced
community quarantine, only essential technical and business operations employees are deployed at the
facilities while the rest remain on call on a work-from-home capacity. Deployed employees are provided
the necessary protection (protective gear and disinfection of facilities) and support to ensure their safety.
Equally important, significant preparations are being made for the safe and effective re-integration of
employees upon the lifting of the enhanced community quarantine.
From May 16 to May 31, 2020, Metro Manila, Laguna, and Cebu City were shifted from enhanced
community quarantine status to modified enhanced community quarantine. From June 1 to August 3,
2020, Metro Manila was placed under general community quarantine. Starting August 4, 2020, Metro
Manila and the provinces of Bulacan, Cavite, Laguna, and Rizal were placed back under modified
enhanced community quarantine until August 18, 2020.
In May 2020, MWSS-RO announced that East Zone and West Zone customers that there will be no
disconnections during the enhanced community quarantine period and that grace periods and
installments for enhanced community quarantine bills have been implemented to provide economic relief
to customers. Read and bill operations resumed on May 16, 2020.
On May 2, 2020, MWSS-RO released Frequently Asked Questions (FAQs) that indicated that
non-lifeline accounts or those with consumption exceeding ten (10) cubic meters in a month may settle
their bills not later than July 31, 2020 while lifeline accounts or those who consume ten (10) cubic meter
or less in a month may pay their water bills until August 31, 2020. Bills, whose due date falls within the
enhanced community quarantine period, can be settled on an installment basis.
On July 30, 2020, the MWSS Board of Trustees (MWSS BOT) directed the Parent Company and
Maynilad Water Service, Inc. (Maynilad) to grant all residential customers a grace period of at least until
the end of the third quarter of 2020 to settle their enhanced community quarantine and modified
enhanced community quarantine water bills. In addition, during this period, both the Parent Company
and Maynilad were required to suspend water service disconnection activities, resolve billing inquiries
and complaints, and provide customers ample time to update payments for accumulated water bills.
The MWSS BOT directive was initiated on the basis of humanitarian and public health considerations;
and with the intention of providing further economic relief to customers, in addition to the staggered and
installment payment schemes currently in effect for enhanced community quarantine and modified
enhanced community quarantine water bills.
On September 30, 2020, the MWSS RO, in solidarity with the spirit and intentions of the Bayanihan to
Recover as One Act (Bayanihan 2), directed the Parent Company and Maynilad to:
i. grant all customers a thirty (30)-day grace period to settle their water bills that fall due within
the enhanced community quarantine (ECQ) and modified enhanced community quarantine
(MECQ) periods; and
ii. implement a three (3)-month installment scheme for all cooperatives; micro, small and medium
enterprises (MSMEs); and domestic customers after the grace period.
The said directives will provide customers ample time to update payments for water bills that fell due
within the August 4 to 18, 2020 MECQ period without incurring interests, penalties and other charges.
The Group is continuously evaluating potential impact of the COVID-19 pandemic to the Group’s
financial assets including the assumptions in the calculation of the expected credit loss for financial
assets and impairment testing for goodwill and other nonfinancial assets.
- 10 -
c. To date, management is continuously monitoring the financial impact on the Group as the COVID-19
situation progresses and as the Group maintains its commitment to the continuous provision of water
and used water services to its customers while ensuring the safety and welfare of its employees.
The Group has not made any modification to its existing debt and has not availed of any extension in
debt servicing.
As of September 30, 2020, the impact of the COVID-19 pandemic on the Group’s financials operations
and financial position was the increase in customer receivables as a result of extended credit terms for
ECQ and MECQ water bills; shift in customer mix largely towards the residential and semi-business
segments; additional operational expenses in relation to the pandemic; and negative impact on
revenues of Boracay Water which was affected by the drop in tourist arrivals.
As of September 30, 2020, there were no other known trends, demands, commitments, events or
uncertainties that have material impact on the Group’s liquidity.
d. Other than the items disclosed in the unaudited interim condensed consolidated financial statements,
the Group did not acquire assets nor incur liabilities that are material in amount for the period ended
September 30, 2020.
e. There were no off-balance sheet transactions, arrangements, and obligations created during the
reporting period.
f. Future events may occur which may cause the assumptions used in arriving at the estimates to change.
The effect of any change in estimates will be recorded in the consolidated financial statements as they
become reasonably determinable. There were no material changes in estimates of amounts reported in
the prior interim period of the prior financial year except for the Group’s recognition of additional
provisions for various exposures for the period ended September 30, 2019.
g. The Group has not been subjected and is not subject to any bankruptcy, receivership, or similar
proceedings. It has not made any material reclassification, purchase, or sale of any significant amount
of assets which are not in the ordinary course of business.
h. The Group has various contingent liabilities arising from the ordinary conduct of business which are
either pending decision by the courts or are being contested, the outcomes of which are not presently
determinable.
In 2009, a complaint was filed by the OIC Regional Director Roberto D. Sheen of the Environmental
Management Bureau-National Capital Region (EMB-NCR) before the Pollution Adjudication Board
(PAB) against the Parent Company, Maynilad Water Services, Inc. (Maynilad), and Metropolitan
Waterworks and Sewerage System (MWSS) for alleged violation of Philippine Clean Water Act of 2004
(RA No. 9275, the “Clean Water Act”), particularly the five (5)-year deadline imposed in Section 8
thereof for connecting the existing sewage line found in all subdivisions, condominiums, commercial
centers, hotels, sports and recreational facilities, hospitals, market places, public buildings, industrial
complex and other similar establishments including households, to an available sewerage system. Two
(2) similar complaints against Maynilad and MWSS were consolidated with this case.
On September 18, 2019, the Parent Company received a copy of the Decision of the Supreme Court on
the case ‘Manila Water Company, Inc. vs. The Secretary of the Department of Environment and Natural
Resources, et.al.’ with G.R. No. 206823 and promulgated on August 6, 2019. In the Decision, the
Supreme Court found the Parent Company liable for fines in violation of Section 8 of the Clean Water
Act in the following manner:
a. The Parent Company shall be jointly and severally liable with MWSS for the total amount of
P
= 921.46 million covering the period starting from May 7, 2009 to the date of promulgation of
the Decision, August 6, 2019, to be paid within fifteen (15) days from finality of the Decision.
b. From finality of the Decision until full payment of the P
= 921.46 million fine, the Parent Company
shall be fined in the initial amount of P= 322,102.00 per day, subject to a further 10.00% increase
every two (2) years as provided under Section 28 of the Clean Water Act, until full compliance
with Section 8 of the same law.
c. The total amount of fines imposed by the Decision shall earn legal interest of six percent
(6.00%) per annum from finality and until full satisfaction thereof.
On October 2, 2019, the Parent Company filed a Motion for Reconsideration with the Supreme Court.
- 11 -
On July 1, 2020, the Parent Company received a copy of the Consolidated Comment (on the separate
Motions for Reconsideration filed by petitioners MWSS, Maynilad Water Services, Inc. and the Parent
Company) filed by the Office of the Solicitor General in behalf of the adverse parties.
The Parent Company filed with the Supreme Court a Motion for Leave to file and admit its Reply last
August 17, 2020.
On November 3, 2020, the Parent Company received a Resolution dated September 8, 2020 issued by
the Supreme Court, which relevantly (1) noted the Consolidated Comment; (2) granted the Motion for
Leave and Admit Attached Reply; and (3) noted the Reply filed by the Parent Company.
As of the date of authorization for issuance of this report, the Motion for Reconsideration remains
pending.
i. There were no adjusting or non-adjusting events after the September 30, 2020 interim period reporting
date up to the date of authorization for issuance of the unaudited interim condensed financial
statements. For the period ended September 30, 2019, the Group recognized, as an adjusting event
after the reporting period, a pro-rata portion of its additional provisions for various exposures for the year
ended December 31, 2019, following the external review of the 2020 and 2019 first quarter balances for
the Parent Company’s bond issuance. There were no changes in the total amount of provisions
recognized for the year ended December 31, 2019.
Both the increase in authorized capital stock and the increase in the carved-out shares were ratified at
the annual stockholders’ meeting on April 17, 2020.
On February 6, 2020, Ayala Corporation (Ayala), as part of the shareholder agreement to be executed
among itself, its wholly owned subsidiary Philwater Holdings Co., Inc. (Philwater) and Trident Water,
Ayala’s Executive Committee approved the grant of proxy rights by Philwater to Trident Water over its
4,000,000,000 preferred shares to enable the latter to achieve 51.00% voting interest in the Parent
Company, subject to the fulfillment of the conditions set forth in the subscription agreement. Upon the
grant of proxy rights to Trident Water, Ayala’s effective voting interest in the Parent Company will stand
at 31.60%. This arrangement aims to strategically rationalize the economic and voting stakes between
Ayala and Trident Water as strategic partners in the Parent Company.
On February 7, 2020, the Parent Company received a letter from Prime Metroline Holdings, Inc., that it
has announced through publication in a newspaper of general circulation, its intention to make a
mandatory offer for the shares of the Parent Company at an offer price of P
= 13.00 per share.
The subscription agreement will become effective after certain conditions precedent are met, including
relevant third-party consents and regulatory approvals.
On February 11, 2020, Ayala clarified that the shareholders agreement related to the subscription of
shares of the Parent Company by Trident Water will take effect after the closing of the subscription
agreement, which will be after the annual stockholders' meeting of the Parent Company on
- 12 -
April 17, 2020 and after regulatory approvals have been obtained. This includes the SEC's approval of
the denial of pre-emptive rights with respect to the issuance of shares to Trident Water. The closing of
the subscription agreement is conditioned on the continuing effectivity of the Parent Company's material
contracts.
The signing of the subscription agreement, as well as the approvals secured from shareholders at the
recent annual stockholders’ meeting for the increase in capital stock and carved-out shares, are
components of a series of events. There are still other conditions precedent and approvals which are
worked on by both parties and remain in progress. Notably, the parties have submitted necessary
information and documentary requirements to the Securities and Exchange Commission (SEC) and the
Philippine Competition Commission (PCC).
On July 2, 2020, the Parent Company received formal notice from the SEC approving several key
amendments to the Parent Company’s Amended Articles of Incorporation. Particularly, these
amendments are (1) to increase the carved-out shares from 300.00 million unissued common shares to
900.00 million unissued common shares allocated for issuance in one or more transactions or offerings
for cash, properties, or assets to carry out the Parent Company’s corporate purposes as approved by
the BOD; and (2) to allow the issuance of the carved-out shares “for cash, properties, or assets to carry
out” the corporate purposes of the Parent Company as approved by the BOD. Carved-out shares are
common shares which are waived of shareholders’ pre-emptive rights and are earmarked for specific
corporate purposes.
On August 25, 2020, the Parent Company received a copy of the resolution from PCC, indicating that
the PCC will take no further action with respect to the transaction. Specifically, it was deemed that the
proposed acquisition of Trident Water of shares in the Parent Company will not likely result in
substantial lessening of competition.
To date, the conditions precedent to the Subscription Agreement between Manila Water and Prime
Metroline Holdings, Inc. are still being fulfilled by the parties. These include completion of the due
diligence, and relevant third party consents and regulatory approvals.
A Notice of Award on the variation order for the construction of an additional Coffer Dam on Design and
Build of Artificial Recharge amounting to P
= 4.27 million was issued last June 23, 2020.
g. Ilagan Water’s Bulk Water Sales and Purchase Agreement (BWSPA) and Septage Management
Agreement (SMA)
On March 16, 2020, Ilagan Water signed and executed a BWSPA and SMA with the City of Ilagan
Water District (CIWD), for the supply of bulk water and septage management to CIWD for a period of
twenty-three (23) years and twenty-two (22) years from the Operation Start Date, respectively.
As of September 30, 2020, Ilagan Water’s BWSPA and SMA did not have any impact on the Group’s
financial position and operations since Ilagan Water has yet to commence any activities in relation to
these agreements.
- 13 -
Effective October 1, 2020, a FCDA of P
= 0.33 per cubic meter will be implemented on the water rates of
East Zone customers. This adjustment was based on the exchange rate of USD1.00 to ₱50.097 and
JPY1.00 to ₱0.466. The FCDA of the water bill will be adjusted to 1.77% of the 2020 average basic
charge of ₱28.52 per cubic meter.
On April 30, 2020, Zamboanga Water approved the termination of the NRWSA. Such termination,
however, is without prejudice to Zamboanga Water’s claims against ZCWD and remedies under the
NRWRSA.
On September 16, 2020, Zamboanga Water filed a Notice of Arbitration with the Philippine Dispute
Resolution Center, Inc. (PDRCI), which is the arbitral body designated in the NRWRSA.
k. Parent Company US$500 million 4.375% 10 Non-call 5-year Senior Unsecured Fixed Rate
Sustainability Notes
On July 22, 2020, the Parent Company announced its plan to issue an offering of USD-denominated
senior unsecured notes, which qualify as ASEAN sustainability bonds. Proceeds from the issuance of
the bond are intended to refinance debt and finance programmed capital expenditures for 2020 to 2021,
pursuant to the Sustainability Financing Framework (SFF) which the Parent Company recently
established; proceeds are targeted towards financing projects related to (1) Sustainable water and
wastewater management, (2) Terrestrial and aquatic biodiversity conservation, and (3) Affordable basic
infrastructure categories. The Parent Company’s SFF is aligned with the Green Bond Principles 2018
and Social Bond Principles 2018 and likewise complies with the ASEAN Sustainability Bond Standards
and SEC Memorandum Circular No. 8, s 2019.
On July 23, 2020, the Parent Company successfully issued the USD500 million ASEAN sustainability
bonds, debuting in the international debt capital markets. The Parent Company is the first Philippine
Corporate to issue an ASEAN sustainability bond. Equally important, this issuance is the single largest
green, social or sustainability bond issued by a listed private water utility in Asia. The 10-year bond was
priced at 99.002 with a coupon rate of 4.375% p.a.
The successful bond issuance enables the Company to diversify its fund sources, to refinance maturing
obligations, as well as fund its committed water and wastewater infrastructure projects in the East Zone
Concession.
l. Joint Venture Agreement (JVA) with Calbayog City Water District (CCWD)
On July 15, 2020, Calbayog Water and Tubig Pilipinas Group, Inc. (TPGI) entered into a Stakeholder
Management Agreement, where TPGI agrees to provide support to the Operations Management/
Stakeholder Management of Calbayog Water.
On the same date, Calbayog Water and TPGI entered into a Subscription Agreement whereas TPGI
agreed to subscribe to Calbayog Water’s shares at a subscription price of ₱1.00 per share for a total
subscription of Forty-Nine Million One Hundred Seventy Thousand Pesos (₱49,170,000.00), payable in
tranches up to 2022.
Assignment of MWPVI Lease Agreement with the Philippine Economic Zone Authority (PEZA)
On August 4, 2020, the MWPVI BOD approved the assignment of the Lease Agreement for the
Operation and Management of the Water and Used Water Facilities of the PEZA in the Cavite Economic
Zone (CEZ) from MWPVI to EcoWater.
- 14 -
m. Assignment of MWPVI Franchises under its Memorandum of Agreements (MOAs) with the
Municipalities of Sta. Barbara, San Fabian, and Manaoag in Pangasinan
On August 4, 2020, the MWPVI BOD approved the assignment of the franchises, rights and obligations
granted to MWPVI by the local government units of Malasiqui, San Fabian, and Manaoag in the
province of Pangasinan to North Luzon Water.
On April 27, August 13, and December 3, 2018, MWPVI was granted separate twenty-five (25)-year
franchises by the Municipalities of Sta. Barbara, San Fabian, and Manaoag in Pangasinan, respectively,
through MOAs between MWPVI and the municipal government. These MOAs were signed in 2019.
The Healthy Family brand was launched in 2015 and has since been known for providing exceptional
quality and affordable purified drinking water to its customers. While the Healthy Family Business
Division has, in recent years, made strong efforts to improve operations and profitability, the ever-
increasing competition in the bottled water industry and the recent economic challenges have proved
too difficult to cope and keep the business afloat. MWTS, as an entity, shall continue to exist and
operate based on its primary purpose to engage in water and wastewater and environmental services.
5. Impairment Testing of Goodwill and Nonfinancial Assets with Indefinite Useful Lives
The Group performs its annual impairment test in December and when circumstances indicated that the
carrying value of its assets may be impaired. The Group’s recoverable amount of goodwill and intangible
assets with indefinite lives is based on the higher of the fair value less cost to sell and value in use. The key
assumptions used to determine the recoverable amount for the different cash generating units were
disclosed in the annual consolidated financial statements for the year ended December 31, 2019.
As of September 30, 2020, the Group has determined that there are no indicators of impairment on its
investments in Thu Duc Water BOO Corporation (Thu Duc Water), Kenh Dong Water Supply Joint Stock
Company (Kenh Dong Water), Saigon Water Infrastructure Corporation (Saigon Water), Eastern Water
Resources Development and Management Public Company Limited (East Water), and PT Sarana Tirta
Ungaran (PT STU). On March 31, 2020, MWSAH recognized an impairment on its investment in Cu Chi
Water Supply Sewerage Company Limited (Cu Chi Water) amounting to P = 336.67 million due to the current
and prospective financial performance and condition of Cu Chi Water (see Notes 9 and 11).
As of September 30, 2020, the Parent Company’s market capitalization was below its net book value, which
is a continuing effect of the ongoing discussion initiated last year with MWSS on the provisions of the
Concession Agreement identified for renegotiation and amendment. Management has determined that, as
of September 30, 2020, the recoverable amount of the Parent Company’s nonfinancial assets is higher than
its net book value. Therefore, the Group did not recognize any impairment loss on the Parent Company’s
nonfinancial assets particularly its property and equipment and SCA amounting as of September 30, 2020 to
P
= 920.74 million and P= 85,599.91 million, respectively.
Except for those discussed above, as of September 30, 2020, there were no indicators of impairment for the
Group’s property, plant and equipment, SCA, contract assets representing SCA under construction, right-of-
use assets, water rights, and deposits under other current and noncurrent assets.
- 15 -
6. Cash and Cash Equivalents and Short-term Investments
Cash in banks earn interest at the respective bank deposit rates. Cash equivalents are highly liquid
investments with varying periods of up to three (3) months and earn interest at the respective short-term
rates.
Short-term investments pertain to the Group’s time deposits with maturities of more than three (3) months up
to one year. As of September 30, 2020 and December 31, 2019, the Group’s short-term investments
amounted to P= 17,416.29 million and P
= 109.27 million.
7. Receivables
Other receivables include receivables from the Land Bank of the Philippines in relation to the Metro Manila
Wastewater Management Project (MWMP) Loan, receivables from shared facilities, and collection facilities.
- 16 -
9. Investments in Associates
On March 31, 2020, MWSAH recognized an impairment on its investment in Cu Chi Water amounting to
P
= 336.67 million due to the current and prospective financial performance and condition of Cu Chi Water.
The impairment loss is recognized in “Other income (loss)” in the unaudited interim consolidated statement
of comprehensive income (see Note 11).
a. Short-term debt
On January 31, 2020 and March 24, 2020, the Parent Company entered into one-year term facility
agreements with the Philippine National Bank (PNB) and the Bank of the Philippine Islands (BPI) for
P
= 900.00 million and P
= 3,000.00 million, respectively, to be used for its working capital requirements.
As of September 30, 2020, the carrying value of the Group’s short-term debt amounted to
P
= 897.72 million (nil as of December 31, 2019).
b. Long-term debt
For the quarter ended September 30, 2020, the Group’s total proceeds from long-term debt and from
the Parent Company’s bond issuance amounted to P = 34,884.56 million consisting of availments of the
Parent Company (P = 31,330.75 million), MWPVI (P = 2,527.95 million), Boracay Water (P = 593.74 million),
Laguna Water (P = 397.00 million), and Clark Water (P = 79.28 million); while payments for long-term debt
amounted to P = 11,266.58 million from the Parent Company (P = 10,751.58 million), Laguna Water
(P
= 254.15 million), Zamboanga Water (P = 79.69 million), Boracay Water (P = 86.29 million), Clark Water
(P
= 71.88 million), and Cebu Water (P = 23.00 million).
On March 30, 2020, Zamboanga Water prepaid its outstanding loan balance of P
= 79.69 million with the
Development Bank of the Philippines (DBP).
- 17 -
On August 28, 2020, the Parent Company settled its outstanding loan with Metropolitan Bank and Trust
Company (MBTC) under its P= 5.00 billion Credit Facility Agreement.
On September 29, 2020, the Parent Company partially prepaid JPY3.50 billion of its outstanding
JPY40.00 billion term loan.
11. Other Operating Income, Operating Expenses, Interest Income and Interest Expense
Other losses - net includes the impairment loss on the investments in associates (see Note 6).
- 18 -
12. Income Taxes
Earnings per share amounts attributable to equity holders of the Parent Company as follows:
The Healthy Family brand was launched in 2015 and has since been known for providing exceptional quality
and affordable purified drinking water to its customers. While the Healthy Family Business Division has, in
recent years, made strong efforts to improve operations and profitability, the ever-increasing competition in
the bottled water industry and the recent economic challenges have proved too difficult to cope and keep the
business afloat. MWTS, as an entity, shall continue to exist and operate based on its primary purpose to
engage in water and wastewater and environmental services.
The results of operations of MWTS-HF for the periods ended September 30, 2020 and 2019 are as follows:
- 19 -
The major classes of assets and liabilities of MWTS-HF classified under PFRS 5 as of September 30, 2020
and December 31, 2019 are as follows:
Current liabilities P
= 16,098 P
= 78,189
Noncurrent liabilities 12,393 4,935
Total liabilities P
= 28,491 P
= 83,124
Zamboanga Water
On April 3, 2020, Zamboanga Water received a letter, dated April 1, 2020, from the Zamboanga City Water
District (ZCWD), requesting for the termination of the NRWRSA. In its the letter, ZCWD indicated that the
erratic supply of water due to the recurrent dry spell and El Niño phenomenon affecting the District Metered
Areas (DMAs) established by Zamboanga Water has rendered the NRWRSA impractical and unworkable,
and thus, in the interest of fiscal responsibility and sound management of government funds, ZCWD
requested for the termination of the NRWRSA.
On April 30, 2020, Zamboanga Water approved the termination of the NRWSA. Such termination, however,
is without prejudice to Zamboanga Water’s claims against ZCWD and remedies under the NRWRSA.
On September 16, 2020, Zamboanga Water filed a Notice of Arbitration with the Philippine Dispute
Resolution Center, Inc. (PDRCI), which is the arbitral body designated in the NRWRSA.
The results of operations of Zamboanga Water for the periods ended September 30, 2020 and 2019 are as
follows:
The major classes of assets and liabilities of Zamboanga Water classified under PFRS 5 as of
September 30, 2020 and December 31, 2019 are as follows:
- 20 -
September 30, December
2020 31, 2019
Current liabilities P
= 40,810 P
= 75,798
Noncurrent liabilities 45,979 81,102
Total liabilities P
= 86,789 P
= 156,900
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 and its geographic location.
• Manila Concession and Head Office – represents the operations of the Manila Concession (East Zone)
of the Parent Company in accordance with its Concession Agreement.
• Domestic Subsidiaries – represents the financial results of the Philippine businesses such as MWTS,
Calasiao Water, MWPVI (including Laguna Water, Clark Water, Boracay Water, Filipinas Water,
Obando Water, Bulakan Water, Ilagan Water, South Luzon Water, North Luzon Water, MW Consortium,
Cebu Water, Davao Water, Tagum Water, BMDC, Aqua Centro, MWTV, EcoWater, Leyte Water,
Zamboanga Water, and Calbayog Water).
• Foreign Subsidiaries – consists of businesses outside the Philippines under MWAP (MWSAH, Asia
Water Network Solutions Joint Stock Company, TDWH, KDWH, MWTH, MWTC, MSEA, and PTMWI).
Details of the Group’s operating segments as of and for the nine months ended September 30, 2020 and
2019 are as follows:
Segment assets P
= 118,931,426 P
= 26,545,010 P
= 552,506 P
= 146,028,942
Investments in associates – – 13,977,363 13,977,363
Deferred tax assets 827,757 216,526 – 1,044,283
Assets under PFRS 5 – 486,261 – 486,261
Total assets P
= 119,759,183 P
= 27,247,797 P
= 14,529,869 P
= 161,536,849
- 21 -
September 30, 2020
Manila
Concession
and Head Domestic Foreign
Office Subsidiaries Subsidiaries Consolidated
(in Thousands)
Segment liabilities P
= 74,001,125 P
= 20,209,348 P
= 8,112,925 P
= 102,323,398
Deferred tax liabilities – 157,073 – 157,073
Liabilities under PFRS 5 – 115,280 – 115,280
Total liabilities P
= 74,001,125 P
= 20,481,701 P
= 8,112,925 P
= 102,595,751
Segment assets P
= 87,427,982 P
= 21,311,007 P
= 648,125 P
= 109,387,114
Investments in associates – – 16,433,288 16,433,288
Deferred tax assets 1,056,450 149,025 – 1,205,475
Assets under PFRS 5 – 496,330 – 496,330
Total assets P
= 88,484,432 P
= 21,956,362 P
= 17,081,413 P
= 127,522,207
Segment liabilities P
= 46,711,365 P
= 14,472,859 P
= 8,966,241 P
= 70,150,465
Deferred tax liabilities – 152,503 5,125 157,628
Liabilities under PFRS 5 – 209,202 – 209,202
Total liabilities P
= 46,711,365 P
= 14,834,564 P
= 8,971,366 P
= 70,517,295
- 22 -
September 30, 2020
Manila
Concession and Domestic Foreign
Head Office Subsidiaries Subsidiaries Total
(in Thousands)
Timing of revenue recognition:
Revenue recognized over time P
= 12,781,337 P
= 3,134,596 =–
P P
= 15,915,933
Revenue recognized at a point in
time 78,954 76,742 – 155,696
P
= 12,860,291 P
= 3,211,338 =–
P P
= 16,071,629
The Group’s financial assets, other than cash and short-term investments, and financial liabilities consist of:
September December
30, 2020 31, 2019
(in Thousands)
Financial assets at amortized cost
Receivables P
= 4,582,274 P
= 2,444,278
Concession financial receivable 1,704,628 1,054,539
P
= 6,286,902 P
= 3,498,817
Total current P
= 4,950,110 P
= 2,683,261
Total noncurrent P
= 1,336,792 P
= 815,556
Total current P
= 21,450,904 P
= 21,159,132
Total noncurrent P
= 77,971,631 P
= 54,350,272
- 23 -
17. Fair Value Measurement
The carrying amounts approximate fair values for the Group’s financial assets and liabilities due to their
short-term maturities except for the following financial assets and liabilities as of September 30, 2020 and
December 31, 2019:
The methods and assumptions used by the Group in estimating the fair value of the long-term financial
assets at amortized cost and other financial liabilities such as short-term debt, long-term debt, service
concession obligations, and customers’ guaranty deposits and other deposits are as follows:
• The fair values 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 for PHP-denominated loans were from 0.91% to 4.44% in 2020 and from
3.02% to 7.42% in 2019 while the discount rates used for foreign currency-denominated loans ranged
were from 1.31% to 5.48% in 2020 and from 3.17% to 6.89% in 2019.
The Group’s principal financial instruments comprise of cash and cash equivalents, short-term investments,
concession financial receivables, short-term debt, long-term debt, and service concession obligations. The
main purpose of the Group’s financial instruments is to fund its operations and capital expenditures. The
main risks arising from the use of financial instruments are interest rate risk, foreign exchange risk, credit
risk, and liquidity risk. The Group has various other financial assets such as trade receivables and payables
which arise directly from the conduct of its operations.
The Parent Company’s BOD reviews and approves the policies for managing each of these risks. The
Group monitors risks arising from all financial instruments and regularly report financial management
activities and the results of these activities to the Parent Company’s BOD.
The Group’s policy is to manage the interest payments using a mix of fixed and variable rate debts to
minimize the Group’s exposure to changes in interest rates primarily from its short-term and long-term debt.
As of September 30, 2020 and December 31, 2019, the Group’s mix of fixed interest and floating interest
rates of short-term and long-term debt are 67.39% and 32.61% and 63.93% to 36.07%, respectively.
- 24 -
As of September 30, 2020, fixed interest rates of the Group’s foreign currency denominated long-term debt
was 1.83% and were from 4.76% to 9.00% for Peso-denominated short-term and long-term debt. As of
December 31, 2019, the fixed interest rates of the Group’s foreign currency denominated long-term debt was
1.83% and were from 4.76% to 9.00% for Peso denominated long-term debt. Floating interest rates were
based on 6-month LIBOR, EURIBOR, or BIBOR plus margin as of September 30, 2020 and
December 31, 2019.
Information on the Group’s foreign currency-denominated monetary assets and liabilities and their Philippine
Peso equivalents are as follows:
Under their respective concession agreements, however, the Parent Company and Boracay Water have a
natural hedge on foreign exchange risks on their loans and concession fee payments through a recovery
mechanism in their tariffs. Thus, the Group does not expect any movement of the USD, VND, THB, JPY,
SGD, IDR, EUR, and CAD against the Philippine Peso to have a significant effect on the Group’s income
before income tax.
Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer
contract, leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily
trade receivables) and from its financing activities, including deposits with banks and financial institutions,
foreign exchange transactions and other financial instruments.
Customer credit risk is managed by the Group’s established policy, procedures and control relating to
customer credit risk management. Credit risk for receivables from customers is managed primarily through
credit reviews and an analysis of receivables on a continuous basis. The Group has no significant
concentration of credit risk. Outstanding customer receivables and contract assets are regularly monitored
- 25 -
and customer payments are facilitated through various collection modes including the use of postdated
checks and auto-debit arrangements.
An impairment analysis is performed at each reporting date using a provision matrix to measure expected
credit losses. The provision rates are based on days past due for groupings of customer segments with
similar loss patterns (i.e., by geographical region, and product type). The calculation reflects the probability-
weighted outcome and reasonable and supportable information that is available at the reporting date about
past events, current conditions and forecasts of future economic conditions.
The provision matrix is based on the Group’s historical observed default rates which are calibrated to adjust
the historical credit loss experience with forward-looking information.
Generally, trade receivables are written off when deemed unrecoverable and are not subject to enforcement
activity. The maximum exposure to credit risk at the reporting date is the carrying value of each class of
financial assets. The information about the credit risk exposure of the Group’s receivables and contract
assets using a provision matrix follow:
Credit risk from balances with banks and financial institutions is managed in accordance with the Group's
policy. Investments of surplus funds are made only with approved counterparties and within credit limits
assigned to each counterparty. Counterparty limits are reviewed and approved by the BOD and are updated
when necessary.
Cash and cash equivalents and short-term investments are placed in various banks. Material amounts are
held by banks which belong to the top five (5) banks in the country. The rest are held by local banks that
have good reputation and low probability of insolvency. These are low credit risk investments.
- 26 -
Liquidity risk
The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of
bank overdrafts, bank loans, and debentures. The Group’s policy is to maintain a level of cash that is
sufficient to fund its operating cash requirements for the next four (4) to six (6) months and any claim for
refund of customers’ guaranty deposits. Capital expenditures are funded through long-term debt, while
operating expenses and working capital requirements are sufficiently funded through internally generated
cash. Maturing debts are refinanced through a combination of long-term debt and internally generated cash.
The Group’s financial assets used for liquidity management based on their maturities are as follows:
- 27 -
Capital management
The primary objective of the Group’s capital management strategy is to ensure that it maintains a healthy
capital structure, in order to maintain a strong credit standing while it maximizes shareholder value.
The Group closely manages its capital structure vis-à-vis a certain target gearing ratio, which is total
liabilities (less service concession obligations) divided by the sum of the total equity and total debt (less
service concession obligations). The Group’s target gearing ratio is set at 60%. This target is to be
achieved by managing the Group’s level of borrowings and dividend payments to shareholders.
For purposes of computing its net liabilities, the Group includes the outstanding balance of its short-term
debt, long-term debt (including current portion), accounts and other payables, less service concession
obligations, cash and cash equivalents, and short-term investments. To compute its total capital, the Group
uses the total equity.
As of September 30, 2020 and December 31, 2019, the provisions for estimated probable losses pertains to
various legal proceedings and exposures arising in the ordinary course of business. Management believes
that any amount the Group may have to pay in connection with any of these matters will not have a material
adverse effect on the Group’s financial position or operating results. The information normally required
under PAS 37, Provisions, Contingent Liabilities and Contingent Assets, is not disclosed as it may prejudice
the outcome of the proceedings disclosed in Notes 3 and 4.
- 28 -
MANAGEMENT’S DISCUSSION & ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL
CONDITION
The following management’s discussion and analysis (MD&A) of Manila Water Company, Inc. and subsidiaries’
(Group) financial condition and results of operations should be read in conjunction with the Group’s unaudited
financial statements, including related notes. This report may contain forward-looking statements that involve
risks and uncertainties. The actual results may differ materially from those discussed in the forward-looking
statements as a result of various factors, including but not limited to, economic, regulatory, socio-political,
financial and other risk factors.
Any references in this MD&A to “our”, “us”, “we”, “MWCI” or the “Group” shall refer to Manila Water Company,
Inc., including its subsidiaries. Any reference to “Manila Water Company”, “Manila Water”, “MWC” or the
“Company” shall refer to the Parent Company only.
Additional information about the Group, including recent disclosures of material events and annual/ quarterly
reports, are available at our corporate website at www.manilawater.com.
Manila Water Company holds the right to provide water and used water services to the eastern side of Metro
Manila (Manila Concession or East Zone) under a Concession Agreement (CA) entered into between the
Company and the Metropolitan Waterworks and Sewerage System (MWSS) in August 1997. The original term of
the concession was for a period of 25 years to expire in 2022. The Company’s concession was extended by
another 15 years by MWSS and the Philippine Government in 2009, thereby extending the term from May 2022
to May 2037.
The Company provides water treatment, water distribution, sewerage and sanitation services to more than seven
million people in the East Zone, comprising a broad range of residential, semi-business, commercial and
industrial customers. The East Zone encompasses 23 cities and municipalities spanning a 1,400-square
kilometer area that includes Makati, Mandaluyong, Pasig, Pateros, San Juan, Taguig, Marikina, most parts of
Quezon City, portions of Manila, as well as the following towns of Rizal: Angono, Antipolo, Baras, Binangonan,
Cainta, Cardona, Jala-Jala, Morong, Pililia, Rodriguez, San Mateo, Tanay, Taytay, and Teresa.
Under the terms of the CA, the Company has the right to the use of land and operational fixed assets, and the
right, as agent and concessionaire of MWSS, to extract and treat raw water, distribute and sell water, and collect,
transport, treat and dispose used water, including reusable industrial effluent discharged by the sewerage system
in the East Zone. The Company is entitled to recover over the concession period its operating, capital
maintenance and investment expenditures, business taxes, and concession fee payments, and to earn a rate of
return on these expenditures for the remaining term of the concession.
Aside from the Manila Concession, the Group has a holding company for all its domestic operating subsidiaries in
Manila Water Philippine Ventures, Inc. (MWPV). Currently under MWPV are (1) bulk water supply businesses
Metro Ilagan Water Company, Inc. (Ilagan Water), Manila Water Consortium, Inc. (MW Consortium), a subsidiary
of MW Consortium – Cebu Manila Water Development, Inc. (Cebu Water), Davao del Norte Water Infrastructure
Company, Inc. (Davao Water), a subsidiary of Davao Water – Tagum Water Company, Inc. (Tagum Water); (2)
Water distribution and used water services businesses namely, Boracay Island Water Company (Boracay Water),
Clark Water Corporation (Clark Water), Laguna AAAWater Corporation (Laguna Water), Filipinas Water
Consortium Holdings Corp. (Filipinas Water), subsidiaries of Filipinas Water – Obando Water Company, Inc.
(Obando Water), MWPV South Luzon Water Corp. (South Luzon Water) and Bulakan Water Company, Inc.
(Bulakan Water), Calbayog Water Company, Inc. (Calbayog Water), North Luzon Water Company, Inc. (North
Luzon Water) and Leyte Water Company, Inc. (Leyte Water). Another subsidiary of Manila Water is Calasiao
Water Company, Inc. (Calasiao Water), a water supply project for the Calasiao Water District; and (3) Business-
to-business water and used water service businesses are comprised of Aqua Centro MWPV Corp. (Aqua
Centro), Bulacan MWPV Development Corporation (BMDC), Manila Water Technical Ventures, Inc. (MWTV),
EcoWater MWPV Corp. (EcoWater); and Estate Water, a division under MWPV that operates and manages the
water systems of townships developed by Ayala Land, Inc.
The holding company for Manila Water’s international ventures is Manila Water Asia Pacific Pte. Ltd. (MWAP).
Under MWAP are two affiliated companies in Vietnam, namely Thu Duc Water B.O.O. Corporation (Thu Duc
Water) and Kenh Dong Water Supply Joint Stock Company (Kenh Dong Water), both supplying treated water to
Saigon Water Corporation (SAWACO) under a take-or-pay arrangement. Also, under MWAP are Saigon Water
Infrastructure Corporation (Saigon Water), a holding company listed in the Ho Chi Minh City Stock Exchange,
and Cu Chi Water Supply Sewerage Company, Ltd. (Cu Chi Water). Apart from its operations in Vietnam,
MWAP has associates in Thailand and Indonesia through Eastern Water Resources Development and
Management Public Company Limited (East Water), a fully integrated water supply and distribution company
listed in the Stock Exchange of Thailand (SET), and PT Sarana Tirta Ungaran (PT STU), an industrial water
supply operation in Indonesia, respectively.
- 29 -
Lastly, Manila Water Total Solutions Corp. (MWTS), a wholly-owned subsidiary, handles after-the-meter products
and services including pipe-laying, integrated wastewater services, the incubation of new sector businesses and
the sale of Healthy Family Purified Water in five-gallon, 500-ml and 350-ml bottles in selected areas in Metro
Manila.
Group net income for the period ending September 30, 2020 declined by 24% from the same period last year to
= 3,196 million1 from P
P = 4,186 million. Excluding the one-offs, core income stood at P
= 4,204 million, 26% lower than
the same period last year. This was driven by lower contribution from domestic subsidiaries due to impact of
COVID-19 pandemic, as well as one-off recognition of additional estimates for probable losses across the Group.
1
For both September 30, 2020 and 2019 periods, the Group has presented as a single amount in its consolidated statements
of income representing the post-tax net loss of its discontinued operations in Zamboanga Water and the Healthy Family
business division of MWTS. Similarly, the Group presented the assets and liabilities of Zamboanga Water and Healthy Family
in its consolidated statements of financial position as “assets or liabilities under PFRS 5.” PFRS 5 defines a discontinued
operation as a component of an entity that has been disposed of or is classified as held for sale. The termination of
Zamboanga Water’s NRWRSA and the closure of the Healthy Family business division falls under this definition.
2
There were no adjusting or non-adjusting events after the September 30, 2020 interim period reporting date up to the date of
authorization for issuance of the unaudited interim condensed financial statements. For the period ended September 30, 2019,
the Group recognized, as an adjusting event after the reporting period, a pro-rata portion of its additional provisions for various
exposures for the year ended December 31, 2019, following the external review of the 2020 and 2019 first quarter balances for
the Company’s bond issuance. There were no changes in the total amount of provisions recognized for the year ended
December 31, 2019.
- 30 -
For the periods ended September 30
(in million Pesos)
Increase/
2020 2019 %
(Decrease)
Salaries, wages and employee benefits 1,654 1,697 (43) -3%
Direct costs 2,684 2,814 (130) -5%
Overhead 864 1,865 (1,001) -54%
Premises 261 269 (8) -3%
Other expenses 310 401 (92) -23%
Total cost and expenses
5,773 7,047 (1,274) -18%
(excluding depreciation and amortization)
Consolidated costs and expenses (excluding depreciation and amortization) decreased by 18% to P = 5,773 million
in the first nine months of 2020 from P = 7,047 million2 as all expense accounts posted decline versus the same
period last year. Notable is the 54% decline in overhead costs which was largely due to the one-off expenses in
2019 such as the P = 534 million in relation to the penalty imposed by MWSS and additional expenses which arose
in the ordinary course of business. Meanwhile, direct costs declined 5% to P = 2,684 million, driven by lower septic
sludge disposal and repairs and maintenance due to postponement of activities during the Enhanced Community
Quarantine (ECQ). This decline was offset by the higher power, light and water due to higher supply coming
from the Cardona Water Treatment Plant and deep wells which operate at a higher production cost, as well as
higher direct cost in some domestic subsidiaries. New business development costs stood at P = 27 million, 73%
lower than the same period last year, consistent with the Company’s strategy of a more focused approached to
expansion efforts.
Equity Share in Net Income of Associates decreased 83% during the period to P = 93 million, mainly driven by lower
contribution from Saigon Water and East Water, with the latter’s lower contribution due to the finalization of the
Purchase Price Allocation (PPA). Said decrease was slightly offset by the higher contributions from Thu Duc
Water and Kenh Dong Water which increased by 17% and 32% respectively. Meanwhile, Other Expenses
totaled P
= 1,029 million for the period, driven by net foreign exchange losses, as well as the provisions for probable
losses for Cu Chi Water and Zamboanga Water.
Consequently, consolidated earnings before interest, income taxes, depreciation and amortization (EBITDA)
declined by 2% to end at P
= 9,362 million in the first nine months of 2020, with an EBITDA margin of 58%.
Depreciation and amortization rose by 19% to P = 2,554 million mainly attributable to the completed capital
expenditures last year and the higher billed volume and wastewater flows this period.
Net interest expense was higher by 16% to P = 1,447 million from the same period last year, driven by the increase
in loans, including the sustainable bonds, of the East Zone Concession and other subsidiaries.
Net income of the Parent Company stood at P = 3,369 million for the period ended September 2020, a 9% year-on-
= 3,710 million2 driven primarily by the impact of the recognized impairment loss in the
year decline from P
Company’s investment in MWTS amounting to P = 563 million3. Excluding one-offs, core income of the Parent
Company was at P = 4,008 million, 23% lower than the same period in 2019 due to the higher water supply coming
from the Cardona Water Treatment Plant and deep wells, which are relatively more expensive in terms of water
production.
2
There were no adjusting or non-adjusting events after the September 30, 2020 interim period reporting date up to the date of
authorization for issuance of the unaudited interim condensed financial statements. For the period ended September 30, 2019,
the Group recognized, as an adjusting event after the reporting period, a pro-rata portion of its additional provisions for various
exposures for the year ended December 31, 2019, following the external review of the 2020 and 2019 first quarter balances for
the Company’s bond issuance. There were no changes in the total amount of provisions recognized for the year ended
December 31, 2019.
3
Impairment loss recognized at the Parent-level is eliminated at the consolidated level
- 31 -
For the periods ended September 30
Increase/
2020 20192 %
(Decrease)
Operating Highlights
Billed volume (in million cubic meters) 384 370 13.8 4%
Number of billed connections 1,015,259 996,175 19,084 2%
Collection Efficiency 84.15% 99.53% (15.4 ppts.)
Non-revenue water (end-of-period) 14.6% 11.5% (3.1 ppts.)
Financial Highlights (in million Pesos)
Revenues 13,025 12,654 370 3%
Cost and expenses 3,714 4,817 (1,102) -23%
Other Income (Expense) (1,160) 17 (1,177) -6894%
EBITDA 8,151 7,855 296 4%
Amortization & Depreciation 2,058 1,755 303 17%
Interest Expense - net (923) (827) (95) 12%
Provision for Income Tax 1,801 1,562 239 15%
Net income 3,369 3,710 (341) -9%
The favorable raw water levels and the Company’s consistent service performance helped bolster a 4%
improvement in billed volume, which resulted to a 3% increase in revenue for the period. Excluding the effect of
the voluntary bill waiver program in 2019 amounting to P
= 353 million, revenues would have been flat versus last
year.
These increases notwithstanding, the COVID-19 pandemic had a significant impact on customer mix and
collection levels. Specifically, billed volume mix shifted 5 percentage points in favor of the residential segment,
as businesses ceased operations and more people were confined to their homes during the imposed community
quarantines. As a result, revenue mix moved 8 percentage points towards the residential segment, which in turn
caused average tariff to decrease 3% from the same period last year. Lastly, community quarantine restrictions
posed challenges for customers to pay their bills. In compliance with the mandate of MWSS and in line with the
Bayanihan Law, the Company suspended disconnection activities and provided installment payment schemes to
customers as necessary. While these factors caused collection efficiency to drop to 84% from over 99% the
same period last year, significant recovery in collection levels has been realized as quarantine restrictions were
eased.
Meanwhile, cost and expenses decreased by 23% to P = 3,714 million, despite the increase in direct costs.
Particularly, the increase in direct cost was due to the higher amount of water supply being sourced from the
Cardona Water Treatment Plant and deep wells, which are relatively more expensive in terms of water production
per cubic meter.
On the other hand, the overall decrease in cost and expenses was driven largely by the recorded P = 534 million
penalty imposed by MWSS in relation to the water supply shortage last year. Even as Manila Water abides by
the MWSS decision to impose the penalty, Manila Water assumes no liability on the penalty’s basis as the
Company was not the root cause of the water supply shortage. Furthermore, said decrease was due to
additional expenses recognized last year in line with various exposures pertaining to operations and legal
proceedings that arise in the ordinary course of business. An additional expense of P= 470 million was recognized
during the period last year for the Company’s various exposures.
During the 2nd half of 2019, the Supreme Court ordered each of the MWSS concessionaires, jointly and severally
with MWSS, to pay more than P = 921 million in fines for non-compliance with the Clean Water Act. The Company
affirmed that it will exercise all its legal options in relation to this case, including the filing of a Motion for
Reconsideration which it timely submitted to the Supreme Court on October 2, 2019.
The following discussion covers the consolidated results of Manila Water Philippines Ventures, driven mainly by
its core domestic operating subsidiaries in Boracay Water, Clark Water, Laguna Water, and Estate Water (a
division of Manila Water Philippine Ventures).
- 32 -
For the periods ended September 30
Increase/
2020 2019 %
(Decrease)
Operating Highlights
Billed volume (in million cubic meters) 79 71 8 11%
Financial Highlights (in million Pesos)
Revenues 3,202 3,435 (233) -7%
Cost and expenses 2,089 2,102 (13) -1%
EBITDA 965 1,333 (367) -28%
Net income attributable to MWC (280) 302 (582) -193%
MWPV ended the first nine months of 2020 with a net loss of P = 280 million, 193% lower than the same period last
year due to the combined effects of the following: (1) lower net income contribution from Estate Water attributable
to the decrease in supervision fees, with said decrease due to the change in accounting treatment and the
slowdown in projects; (2) the decrease in net income of Boracay Water mainly due to an 80% decline in tourist
arrivals brought about by the COVID-19 pandemic; (3) higher operating expenses and financing costs of MWPV’s
standalone operations; (4) higher depreciation and amortization expenses due to additional capital expenditures;
and (5) additional estimates for the Group’s various exposures during the period.
On a consolidated MWPV level, revenues declined by 7% to P = 3,202 million. Specifically, the 7% growth in water
and wastewater revenues was offset by the 71% decline in Estate Water’s supervision fees. The year-on-year
growth in water and wastewater revenues was attributable to the 11% increase in billed volume, mostly coming
from the addition of new operating subsidiaries, as well as higher effective tariff of Laguna Water with its upward
tariff adjustment implemented at the start of this year.
Cost and expenses are lower by 1% year-on-year to P = 2,089 million. This was attributable to the combined
effects of the following: (1) decrease in desludging and water tankering costs of Estate Water; (2) higher
personnel cost due to headcount increases in line with business expansion and localization of seconded talents;
(3) additional provision for probable exposures; and (4) higher provision for expected credit losses due to the
impact of the community quarantine imposed across the country which began in mid-March 2020.
In line with the MWPV Group’s governance and management practices, additional expenses for estimated
probable losses pertaining to operations are reviewed periodically and are adjusted to reflect the current state of
the business. An additional expense of P= 189 million was recognized during the first quarter in relation to the
MWPV Group’s various exposures.
The movements in the MWPV Group’s revenues and costs resulted in a 28% reduction in EBITDA to P = 965
million from P
= 1,333 million during the same period last year. EBITDA margin was at 30%, lower by 9 percentage
points from last year’s 39%.
Net interest expense stood at P= 389 million, higher by 54% versus the same period last year, driven by additional
loan drawdowns of the subsidiaries. Depreciation and amortization expense grew by 37% to P = 524 million, due to
significant capital expenditures made by the Group in prior years which have already been depreciated.
With the implementation of community quarantine restrictions since March, average collection efficiency of the
MWPV group was at 86%, 5 percentage points lower than the same period last year.
- 33 -
Manila Water Asia Pacific (MWAP)
The following discussion covers the consolidated results of Manila Water Asia Pacific (MWAP), which is
comprised of the performance contributions of the associates in Vietnam, Thailand and Indonesia.
On a consolidated level, MWAP recorded a net loss of ₱422 million mainly due to the recognition of additional
expenses in relation to MWAP’s investment in Cu Chi in Vietnam, as well as the effect of the purchase price
allocation in East Water. Excluding one-offs, core income of MWAP was at P= 165 million, 3% higher than last
year.
In line with the MWAP Group’s governance and management practices, additional expenses for estimated
probable losses pertaining to operations are reviewed periodically. Following such review, estimates are
adjusted to reflect the current state of the business. An additional expense of ₱332 million was recognized
during the period ended September 30, 2020 in relation to the Group’s exposures.
Equity share in net income of associates also decreased by 83% to ₱93 million mainly due to the finalization of
the Purchase Price Allocation (PPA) of the investment in East Water in Thailand. Goodwill for the acquisition
was reduced by THB1,496 million, which was reallocated to fair value of the underlying assets of East Water. As
a result of the increase of the fair value of net assets, additional amortization of ₱372 million was recognized as
of September 2020.
On the other hand, cost and expenses decreased by 32% to ₱58 million, primarily because of lower overhead
and travel expenses due to travel restrictions brought about by the COVID-19 pandemic.
The following discussion includes the consolidated results of Manila Water Total Solutions (MWTS), as well as
the individual performance of its pipe-laying services, integrated used water services, as well as the sale of
packaged water under the Healthy Family Purified Water brand.
- 34 -
For the periods ended September 30
Increase/
2020 2019 %
(Decrease)
NI Contribution per Segment (in million Pesos)
Pipelaying (4) 27 (30) -114%
Environmental Services (11) (45) 34 75%
Head Office Costs (10) (16) 6 37%
MWTS Net Income (Loss) from Continuing Operations (25) (34) 10 28%
Healthy Family (41) (57) 16 28%
MWTS Net Income (Net Loss) (66) (92) 26 28%
For Healthy Family, bottle sales declined by 46% to 2.3 million bottles from 4.3 million bottles in the same period
last year. While the losses from operations were partially offset by the gain on the revaluation of assets, Healthy
Family ended the period with a net loss of over P= 41 million. Meanwhile, for the Environmental Services segment,
the slowdown in projects caused a significant drag on profitability, by way of a net loss of over P
= 11 million for the
period. This is likewise the case for the Pipelaying segment, wherein delays in the implementation of its
remaining projects have drove down performance to a net loss of about P = 4 million.
On the other hand, the continued streamlining efforts yielded lower costs and expenses for head office
operations, amounting to about P= 10 million in the first nine months of 2020 from P
= 16 million in the same period
last year. This improvement in costs and expenses was, however, unable to offset the decline in revenues and
the continued operating losses of the company. In all, MWTS ended the first nine months of 2020 with a net loss
level of over P
= 66 million.
As of September 30
(in million Pesos)
As of As of Increase/
%
Sept 30, 2020 Dec 31, 2019 (Decrease)
Assets 161,537 134,602 26,935 20%
Cash + Short Term Investments 31,489 9,042 22,446 248%
Service Concession Assets 98,586 93,519 5,067 5%
Other Assets 31,462 32,041 (579) -2%
Liabilities 102,596 78,611 23,985 31%
Equity 58,941 55,991 2,950 5%
Ratios
Net Bank Debt to Equity 0.84x 0.86x
DSCR 1.73x 1.48x
ROE 8% 10%
Total bank debt (including bonds) for the period increased to P= 78,809 million from P= 56,356 million in December
2019, although net bank only increased by P = 930 million (P
= 48,216 million from P= 47,286 million). Net bank debt to
equity was at 0.84x while Debt Service Coverage Ratio (DSCR) stood at 1.73x. Average Cost of Debt for the
Group was at 4.53%, more than 10 basis points lower than the same period last year, while Return-on-Equity
was at 8%.
In view of the prevailing circumstances, Manila Water did not declare cash dividends at this time. With the
ongoing discussions with government on the Concession Agreement, as well as the need to continuously focus
on service continuity and operations resiliency amid the prevailing challenges posed by the COVID-19 pandemic,
resources are being prioritized towards ensuring reliable service to customers.
The Group ended the first nine months of 2020 with total capital expenditures of P = 7,228 million, with P
= 5,742
million or 79% of said amount accounted for by the East Zone Concession. Majority of the East Zone
Concession’s capital expenditures were spent on wastewater expansion, network reliability and water supply
projects in line with attaining service obligations outlined in its government-approved Rate Rebasing service
improvement plan. The balance was accounted for by concession fees paid to MWSS.
- 35 -
Meanwhile, total capital expenditures of the domestic subsidiaries amounted to P = 1,486 million. Of the total
amount, P
= 293 million was undertaken by Laguna Water for its water network expansion, while Boracay Water
disbursed P
= 190 million. Estate Water spent P= 599 million for its greenfield and brownfield projects, while the
balance was taken on by the remaining subsidiaries for its various projects.
As previously reported, the Company signed a Subscription Agreement with Trident Water for the acquisition of
820 million common shares, which represents 25% stake in Manila Water, at P
= 13 per share or estimated total
proceeds of P= 10.7 billion in equity.
The signing of the Subscription Agreement, as well as the approvals secured from shareholders at the recent
Annual Stockholders’ Meeting for the increase in capital stock and carved out shares, are components of a series
of events. There are still other conditions precedent and approvals which are being worked on by both parties
and remain in progress. Notably, the parties have submitted necessary information and documentary
requirements to the Securities and Exchange Commission (SEC) and the Philippine Competition Commission
(PCC).
On July 02, 2020, the Company received formal notice from the SEC approving several key amendments to the
Company’s Amended Articles of Incorporation. Particularly, these amendments are (1) to increase the Carved-
Out Shares from 300 Million unissued common shares to 900 Million unissued common shares allocated for
issuance in one or more transactions or offerings for cash, properties, or assets to carry out the Company’s
corporate purposes as approved by the Board of Directors; and (2) to allow the issuance of the Carved-Out
Shares “for cash, properties, or assets to carry out” the corporate purposes of the Company as approved by the
Board of Directors. Carved-Out Shares are common shares which are waived of shareholders’ pre-emptive rights
and are earmarked for specific corporate purposes.
On August 25, 2020, the Company received a copy of the resolution from PCC, indicating that said Commission
will take no further action with respect to the transaction. Specifically, it was deemed that the proposed
acquisition of shares in Manila Water will not likely result in substantial lessening of competition.
On April 3, 2020, the management of Zamboanga Water, a wholly owned subsidiary of MWPV, received a letter,
dated April 1, 2020, from the Zamboanga City Water District (ZCWD), informing the former of the termination of
the Non-Revenue Water Reduction Service Agreement (NRWRSA) between Zamboanga Water and ZCWD. In
the letter, ZCWD indicated that the erratic supply of water due to the recurrent dry spell and El Niño phenomenon
affecting the District Metered Areas (DMAs) established by Zamboanga Water has rendered the NRWRSA
impractical and unworkable, and thus, in the interest of fiscal responsibility and sound management of
government funds, ZCWD requested the termination of the NRWRSA.
On April 30, 2020, the Board of Directors of Zamboanga Water approved the acceptance of ZCWD’s request to
terminate the NRWSA. Said approval is without prejudice the claims and remedies due Zamboanga Water under
the terms and conditions of the contract, which the Company continues to uphold.
On July 22, 2020, Manila Water announced its plan to issue an offering of USD-denominated senior unsecured
notes, which qualify as ASEAN sustainability bonds. Proceeds from the issuance of the bond are intended to
refinance debt and finance programmed capital expenditures for 2020-2021, pursuant to the Sustainability
Financing Framework (SFF) which the Company recently established; proceeds are targeted towards financing
projects related to (1) Sustainable water and wastewater management, (2) Terrestrial and aquatic biodiversity
conservation, and (3) Affordable basic infrastructure categories. The Company’s SFF is aligned with the Green
Bond Principles 2018 and Social Bond Principles 2018 and likewise complies with the ASEAN Sustainability
Bond Standards and SEC MC No. 8, s 2019.
On July 23, 2020, the Company successfully issued the USD500 million ASEAN sustainability bonds, debuting in
the international debt capital markets. The Company is the first Philippine Corporate to issue an ASEAN
sustainability bond. Equally important, this issuance is the single largest green, social or sustainability bond
issued by a listed private water utility in Asia. The 10-year bond was priced at 99.002 with a coupon rate of
4.375% p.a.
The successful bond issuance enables the Company to diversify its fund sources, to refinance maturing
obligations, as well as fund its committed water and wastewater infrastructure projects in the East Zone
Concession.
- 36 -
Closure of Healthy Family Business Division
On August 26, 2020, the Company announced that Manila Water Total Solutions Corp., a wholly owned
subsidiary of Manila Water, will be closing its Healthy Family Business Division effective October 31, 2020 due to
said division’s recurring losses and inability to financially sustain business operations. The dynamic
competitiveness in the bottled water industry and recent economic challenges, despite notable efforts of
management to improve operating efficiency and profitability, proved too difficult for the business to cope and
keep operations viable.
MWTS will continue to exist and operate based on its primary purpose of engaging in water, wastewater and
environmental services.
In view of the COVID-19 pandemic impact on the communities which Manila Water serves, numerous
contingency measures have been undertaken to ensure business continuity and to safeguard the health and
safety of employees and customers.
With the onset of the Enhanced Community Quarantine (ECQ), the Group has put in place business contingency
measures to ensure that critical facilities and business centers remain operational to provide reliable service to
our customers. Particularly, in view of health and safety concerns, the Group suspended meter reading activities
in its various service areas for the duration of the ECQ. When community quarantine restrictions were eased, the
Group immediately focused on customer concerns regarding billing and payment. For customer billing concerns,
the Group worked closely with its respective regulators and other government agencies to validate and provide
clarifications to billing queries. Furthermore, customers were provided concessions on bill payments by way of
extended payment periods and installment plans where applicable. For payment concerns, the Group pushed for
the adoption of various electronic/online platforms to promote added convenience and safety for customers in
their settlement of bills.
For employees, to ensure their welfare and safety amid the COVID-19 pandemic and Enhanced Community
Quarantine, only essential technical and business operations employees are deployed at the facilities while the
rest remain on call on a split operations/work-from-home deployment protocol. Re-entering employees were
initially required to undergo rapid testing, and upon entry to Company premises are provided the necessary
protection (protective gear; disinfection of facilities) and support to ensure their safety.
- 37 -
ANALYSIS OF MATERIAL CHANGES (+/- 5% OR MORE) IN THE UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
Income Statement Items – For the period ended September 30, 2020 (Unaudited) vs. September 30, 2019
(Unaudited)
(Amounts in Thousands)
Revenue
For the Nine Months Ended September 30
2019 Increase
2020 (As Restated) (Decrease) %
Water and sewer revenues P
= 15,426,631 P
= 14,864,860 P= 561,771 4%
Other operating income 644,998 1,131,004 (486,006) (43%)
P
= 16,071,629 P
= 15,995,864 P
= 75,765 0%
Costs of Services
For the Nine Months Ended September 30
2019 Increase
2020 (As Restated) (Decrease) %
Depreciation and amortization P
= 2,250,867 P
= 1,876,995 P= 373,872 20%
Power, light and water 1,058,183 1,043,043 15,140 1%
Salaries, wages and employee benefits 852,689 876,032 (23,343) (3%)
Water treatment chemicals 358,927 162,863 196,064 120%
Repairs and maintenance 408,230 460,436 (52,206) (11%)
Contractual services 274,907 531,989 (257,082) (48%)
Management, technical and professional fees 148,273 159,112 (10,839) (7%)
Regulatory costs 182,975 249,979 (67,004) (27%)
Bulk water 124,443 82,006 42,437 52%
Wastewater costs 75,006 164,189 (89,183) (54%)
Collection fees 62,645 86,747 (24,102) (28%)
Amortization of water service connections 72,566 70,737 1,829 3%
Water tankering 34,230 37,121 (2,891) (8%)
Rental 12,678 13,054 ( 376) (3%)
Other expenses 83,026 158,597 (75,571) (48%)
P
= 5,999,645 P
= 5,972,900 P
= 26,745 0%
- 38 -
Bulk water – 52% increase
Increase of P
= 42.44 million was due to higher billed volume of the Estate Water-managed facilities in the National
Capital Region.
Foreign currency differentials and foreign exchange gains - net – 24,445% increase
Net increase of P
= 356.40 million in net foreign exchange losses was due to the foreign exchange losses on
account of the appreciation of the US Dollar against the Philippine Peso affecting the Group’s USD-denominated
short-term placements during the period.
- 39 -
Provision for income tax – 8% increase
Increase of P
= 150.26 million was due to the higher taxable income of the Parent Company and higher deferred tax
expenses of the Group primarily from the straight-line vs. units-of-production amortization methods.
Net loss after income tax of operations under PFRS 5 – 72% increase
Increase was attributable to the operational losses of MWTS-HF and Zamboanga Water during the period
compared to last year arising from the closure of the Healthy Family Business Division and the termination of the
NRWRSA with ZCWD.
Balance Sheet Items – As of September 30, 2020 (Unaudited) vs. December 31, 2019 (Audited)
(Amounts in Thousands)
December 31,
September 30, 2019 Increase
2020 (As Restated) (Decrease) %
ASSETS
Current Assets
Cash and cash equivalents P
= 14,072,459 P
= 8,933,770 P
= 5,138,689 58%
Short-term investments 17,416,292 109,268 17,307,024 15839%
Receivables - net 4,582,274 2,444,278 2,137,996 87%
Concession financial receivable - current portion 367,836 238,983 128,853 54%
Contract assets - current portion 459,278 558,675 (99,397) (18%)
Inventories 319,820 321,519 (1,699) (1%)
Other current assets 1,339,066 1,663,487 (324,421) (20%)
Assets under PFRS 5 - current 160,592 188,963 (28,371) (15%)
Total Current Assets 38,717,617 14,458,943 24,258,674 168%
Noncurrent Assets
Property, plant and equipment 4,996,506 4,577,487 419,019 9%
Service concession assets 98,586,301 93,519,143 5,067,158 5%
Right-of-use assets 309,259 283,088 26,171 9%
Concession financial receivable - net of current
portion 1,336,792 815,556 521,236 64%
Contract assets - net of current portion 88,348 570,126 (481,778) (85%)
Investments in associates 13,977,363 15,519,808 (1,542,445) (10%)
Goodwill 136,566 136,566 – –
Deferred tax assets - net 1,044,283 1,150,277 (105,994) (9%)
Other noncurrent assets 2,018,145 3,233,627 (1,215,482) (38%)
Assets under PFRS 5 - noncurrent 325,669 337,019 (11,350) (3%)
Total Noncurrent Assets 122,819,232 120,142,697 2,676,535 2%
P
= 161,536,849 P
= 134,601,640 P
= 26,935,209 20%
- 40 -
December 31,
September 30, 2019 Increase
2020 (As Restated) (Decrease) %
Other noncurrent liabilities 807,852 823,506 (15,654) (2%)
Liabilities under PFRS 5 - noncurrent 86,789 156,900 (70,111) (45%)
Total Noncurrent Liabilities 80,240,806 56,752,480 23,488,326 41%
Total Liabilities P
= 102,595,751 P
= 78,610,432 P
= 23,985,319 31%
Equity
Attributable to equity holders of Manila Water
Company,
Capital stock:
Common stock P
= 2,064,840 P
= 2,064,840 =–
P 0%
Preferred stock 400,000 400,000 – 0%
2,464,840 2,464,840 – 0%
Additional paid-in capital 4,604,046 4,589,951 14,095 0%
Subscriptions receivable (371,307) (371,307) – 0%
Total paid-up capital 6,697,579 6,683,484 14,095 0%
Retained earnings:
Appropriated 35,495,000 35,495,000 – 0%
Unappropriated 15,449,449 12,253,697 3,195,752 26%
Remeasurement loss on defined benefit plans (136,682) (136,682) – 0%
Other equity reserves 54,107 54,107 – 0%
Equity share in other comprehensive loss of an
associate (1,346) (1,346) – 0%
Cumulative translation adjustment 11,030 366,476 (355,446) (97%)
57,569,137 54,714,736 2,854,401 5%
Noncontrolling interests 1,371,961 1,276,472 95,489 7%
Total Equity 58,941,098 55,991,208 2,949,890 5%
P
= 161,536,849 P
= 134,601,640 P
= 26,935,209 20%
- 41 -
Investments in associates – 10% decrease
Decrease of P= 1,542.45 million was from the combined effect of depreciation of the Thailand Baht (THB),
Vietnamese Dong (VND), and Indonesian Rupiah (IDR) against the PHP, the impairment of the Group’s
investment in Cu Chi Water, and the dividends declared by Kenh Dong Water, East Water, and PT STU.
- 42 -
SUMMARY OF APPENDICES
A. Board of Directors and Senior Management Team
B. Manila Water Stock and Dividends Information
C. Summary of Corporate Disclosures as of the 3rd Quarter of 2020
D. Performance Indicators and Business Efficiency Measures
E. Average Tariff
SIGNATURES
Pursuant to the requirements of the Securities Regulation Code, the issuer has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
November 9, 2020
- 44 -
PART II – OTHER INFORMATION
APPENDIX A
The Board of Directors (the “Board”) has eleven (11) members elected by the Company’s stockholders entitled to
vote at the annual meeting. The directors hold office for one (1) year and until their successors are elected and
qualified in accordance with the Parent Company’s By-laws.
The following are the members of the Board and corporate secretarial officers as of September 30, 2020:
- 46 -
Below are the Parent Company’s key executive officers as of September 30, 2020:
Name Position
Jose Rene Gregory D. Almendras President and Chief Executive Officer
Ma. Cecilia T. Cruzabra Chief Finance Officer, Treasurer, Compliance Officer, Chief Risk
Officer, and Group Director for Corporate Finance and Strategy
Virgilio C. Rivera, Jr. Chief Operating Officer for New Business Operations
Liwayway T. Sevalla Chief Information Officer, Data Protection Officer, and Group
Director for Corporate Information and Technology
Evangeline M. Clemente Group Director for Strategic Asset Management concurrent Group
Head for Supply Chain Management
For more information about each of the members of the Board and the key officers, please visit the Parent
Company’s website at www.manilawater.com.
- 47 -
APPENDIX B
25.00
20.00
15.00
10.00
5.00
The Parent Company was listed in the Philippine Stock Exchange on March 18, 2005 and its listed shares have
since been actively traded therein. The high and low sale prices for each quarter that the Parent Company’s
shares have been listed are as follows:
For the third quarter of 2020, the highest sale price was P
= 15.64 and lowest sale price was P
= 12.10.
- 48 -
Dividends Information
1.0000
0.9101
0.9000 0.8334 0.8488 0.8585
0.8062 0.8150
0.8000 0.7640
0.7000
0.5960
0.6000 0.5600
0.5000 0.4600
0.4000
0.4000 0.3500
0.3000
0.3000
0.2100
0.2000 0.1316 0.1400
0.1000 0.0556
-
2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
In view of the prevailing circumstances, the Parent Company did not declare cash dividends at this time. With
the ongoing discussions with government on the Concession Agreement, as well as the need to continuously
focus on service continuity and operations resiliency amid the COVID-19 pandemic, resources are being
prioritized towards ensuring reliable service to customers.
The Parent Company will continue to assess the situation in the coming periods and determine the feasibility to
declare cash dividends at the appropriate time.
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APPENDIX C
As part of its commitment to promote the corporate values of transparency and accessibility of material
information to its investors, the Parent Company fully complies with the reporting and disclosure requirements of
the law as well as the relevant rules and regulations issued by the SEC and the PSE. The Parent Company
adopts a policy of prompt and accurate disclosure of all information that may be material to the investing public.
The Parent Company conducts quarterly investors’ and analysts’ briefings and regular meetings with
shareholders and fund managers to keep them up to date on matters affecting the business of the Parent
Company.
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Date of Submission Topic
April 17, 2020 Results of Organizational Board Meeting of Board of Directors
April 17, 2020 [Amend-1] Amendments to Articles of Incorporation
April 20, 2020 Clarification of News Reports
April 30, 2020 Notice of Analysts’/Investors’ Briefing
May 8, 2020 Foreign Ownership Report as of April 30, 2020
May 8, 2020 Report on the Number of Shareholders as of April 30, 2020
May 8, 2020 Material Information/Transactions: 1 st Quarter 2020 Unaudited Performance Results
May 14, 2020 Quarterly Report
May 15, 2020 Other SEC Forms, Reports and Requirements: 2020 General Information Sheet
May 22, 2020 Request for Extension to File SEC Form 17-A
May 22, 2020 Material Information/Transactions: Additional Term-Loan Facility for Manila Water
Philippine Ventures, Inc.
June 4, 2020 [Amend-2] Amendments to Articles of Incorporation (Article 2)
June 4, 2020 [Amend-2] Amendments to Articles of Incorporation (Article 7)
June 4, 2020 Other SEC Forms, Reports and Requirements: Participation of Director in Corporate
Governance Training
June 5, 2020 Foreign Ownership Report as of May 31, 2020
June 5, 2020 Report on the Number of Shareholders as of May 31, 2020
June 9, 2020 Statement of Changes in Beneficial Ownership of Securities (Evangeline M. Clemente)
June 24, 2020 Material Information/Transactions: 2019 Integrated Annual Report
June 29, 2020 Other SEC Forms, Reports and Requirements: Notarized Certifications of Independent
Directors
June 30, 2020 Annual Report
July 7, 2020 Foreign Ownership Report as of June 30, 2020
July 7, 2020 Report on the Number of Shareholders as of June 30, 2020
July 10, 2020 List of Top 100 Stockholders for the period ended June 30, 2020
July 15, 2020 Public Ownership Report as of June 30, 2020
July 17, 2020 Statement of Changes in Beneficial Ownership of Securities (Evangeline M. Clemente)
July 17, 2020 Statement of Changes in Beneficial Ownership of Securities (Gerardo C. Ablaza, Jr.)
July 22, 2020 Material Information/Transactions: Manila Water Company – Debut US$ Sustainability
Bonds
July 24, 2020 Material Information/Transactions: Debut Issuance of US$500 million 4.375% 10 Non-call
5-year Senior Unsecured Fixed Rate Sustainability Notes
July 29, 2020 Notice of Analysts’/Investors’ Briefing
August 7, 2020 Foreign Ownership Report as of July 31, 2020
August 7, 2020 Report on the Number of Shareholders as of July 31, 2020
August 10, 2020 Appointment of Chief Risk Officer
August 10, 2020 Amendment of Whistle Blower Policy
August 13, 2020 [Amend-1] Amended 2020 General Information Sheet
August 13, 2020 Material Information/Transactions: 1st Half 2020 Unaudited Financial and Operating
Results
August 13, 2020 Quarterly Report
August 20, 2020 [Amend-3] Amendments to Articles of Incorporation (Article 2)
August 20, 2020 [Amend-3] Amendments to Articles of Incorporation (Article 7)
August 25, 2020 Statement of Changes in Beneficial Ownership of Securities (Gerardo C. Ablaza, Jr.)
August 25, 2020 Update on Corporate Actions/Material Transactions/Agreements: Decision of the
Philippine Competition Commission ‘In the Matter of the Proposed Acquisition by Trident
Water Company Holdings, Inc. of Shares in Manila Water Company, Inc.’
August 26, 2020 Material Information/Transactions: Closure of the Healthy Family Business Division
August 26, 2020 [Amend-1] Update on Corporate Actions/Material Transactions/Agreements: Decision of
the Philippine Competition Commission ‘In the Matter of the Proposed Acquisition by
Trident Water Company Holdings, Inc. of Shares in Manila Water Company, Inc.’
August 28, 2020 [Amend-4] Amendments to Articles of Incorporation (Article 7)
September 1, 2020 Integrated Annual Corporate Governance Scorecard
September 1, 2020 Statement of Changes in Beneficial Ownership of Securities (Gerardo C. Ablaza, Jr.)
September 1, 2020 Statement of Changes in Beneficial Ownership of Securities (Gerardo C. Ablaza, Jr.)
September 7, 2020 Foreign Ownership Report as of August 31, 2020
September 7, 2020 Report on the Number of Shareholders as of August 31, 2020
September 15, 2020 Material Information/Transactions: 4th Quarter 2020 Foreign Currency Differential
Adjustment
For more details on these disclosures, please visit the Parent Company’s website at www.manilawater.com.
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APPENDIX D
1
Year-end targets
2
Year-to-date actual figures
3
excluding connections related to new pipeline projects
4
Year-to-date total CAPEX net of interest during construction and engineering and supervision, including Concession Fees.
* Cumulative figures from 1997
** The targets stated hereunder are those on the 2018 Approved Business Plan.
*** Based on computation with justification, considering dependencies on Customer, permits and voluntary suspension of
NWSC.
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APPENDIX E
AVERAGE TARIFF*
The weighted average tariff which is approved by MWSS represents for the indicative rate applied to the
whole East Concession area. The percentage increase on the basic charge is applied universally across the
Manila Water Standard Tariff Table.
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