Professional Documents
Culture Documents
Sun 2015 Definitive Is Final Reduced
Sun 2015 Definitive Is Final Reduced
9. Approximate date on which the Information Statement is first to be sent or given to security holders:
06 October 2015
10. Securities registered pursuant to Sections 8 and 12 of the Code or Sections 4 and 8 of the RSA
(information on number of shares and amount of debt is applicable only to corporate registrants):
11. Are any or all of registrant's securities listed in a Stock Exchange? Yes
The undersigned shareholder(s) of SUNTRUST HOME DEVELOPERS, INC. (the “Corporation) hereby
appoint/s or in his absence, the Chairman of the Annual Shareholders’ Meeting, as proxy of the
undersigned shareholder(s) at the Annual Meeting of Shareholders scheduled on 27 October 2015 at 9:00 in
the morning at the Grand Ballroom, Eastwood Richmonde Hotel, Eastwood City, Bagumbayan, Quezon
City and/or at any postponement or adjournment thereof, and/or any annual shareholders’ meeting of the
Company, which appointment shall not exceed five (5) years from date hereof.
The undersigned shareholder(s) hereby direct/s the said proxy to vote all shares on the agenda items set forth
below as expressly indicated by marking the same with [√] or [X]:
This proxy should be received by the Corporate Secretary not later than end of business hours on 16 October
2015.
This proxy when properly executed will be voted in the manner as directed herein by the shareholder. If no
direction is made, the proxy will be voted for the election of all nominees and for the approval of all matters
stated above and for such other matters as may properly come before the meeting in the manner described in
the information statement.
A shareholder giving a proxy has the power to revoke it at any time before the right granted is exercised. A
proxy is also considered revoked if the shareholder attends the meeting in person and expressed his intention
to vote in person.
This proxy does not need to be notarized. (Partnerships, Corporations and Associations must attach certified
resolutions thereof designating Proxy/Representative and Authorized Signatories.)
INFORMATION STATEMENT
GENERAL INFORMATION
The annual meeting of the stockholders of the Company will be held on 27 October 2015, 9:00 a.m. at
Eastwood Richmonde Hotel, Eastwood City, Bagumbayan, Quezon City, Philippines.
The Company’s complete mailing address is at the 6 th Floor, The World Centre Building, 330 Sen. Gil Puyat
Avenue, Makati City, Metro Manila, Philippines, 1227.
Copies of this information statement will be sent on or before 06 October 2015 to all stockholders on record as
of 18 September 2015.
The Company is not soliciting proxies. We are not asking for a proxy. Neither are you required to send
us a proxy.
There are no matters to be acted upon or proposed corporate action in the agenda for the annual meeting of
stockholders that may give rise to possible exercise by a dissenting stockholder of its appraisal rights under
Title X of the Corporation Code of the Philippines.
Any stockholder of the Company shall have the right to dissent and demand payment of the fair value of his
shares in the following instances: (1) in case any amendment to the articles of incorporation has the effect of
changing or restricting the rights of any stockholders or class of shares, or of authorizing preferences in any
respect superior to those of outstanding shares of any class, or of extending or shortening the term of
corporate existence; (2) in case the Company decides to invest funds in another corporation or business or for
any purpose outside of the primary purpose for which it was organized; (3) in case of sale, lease, exchange,
transfer, mortgage, pledge or other disposition of all or substantially all of the corporate property and assets,
and (4) in case of merger or consolidation.
The appraisal right may be exercised by any stockholder who shall have voted against the proposed corporate
action by making a written demand on the Company within thirty (30) days after the date on which the vote was
taken for payment of the fair value of his shares. A stockholder must have voted against the proposed
corporate action in order to avail himself of the appraisal right. Failure to make the demand within the 30-
day period shall be deemed a waiver of the appraisal right. From the time of the demand until either the
abandonment of the corporate action in question or the purchase of the dissenting shares by the Company, all
rights accruing to the dissenting shares shall be suspended, except the stockholder’s right to receive payment
of the fair value thereof. If the proposed corporate action is implemented or effected, the Company shall pay to
such stockholder, upon surrender of the stock certificate(s) representing his shares, the fair value thereof as of
the day prior to the date on which the vote was taken, excluding any appreciation or depreciation in anticipation
of such corporate action.
If the fair value is not determined within sixty (60) days from the date the corporate action was approved by the
stockholders, it will be determined by three (3) disinterested persons (one chosen by the Company, another
chosen by the dissenting stockholder and the third to be chosen jointly by the Company and the stockholder).
The findings of the majority of the appraisers shall be final, and their award shall be paid by the Company
within thirty (30) days after such award is made. Upon payment by the Company of the awarded price, the
dissenting stockholder shall forthwith transfer his shares to the Company.
No payment shall be made to any dissenting stockholder unless the Company has unrestricted retained
earnings.
No director or officer of the Company or any nominee for election as a director of the Company, or any
associate thereof, has any substantial interest, direct or indirect, by security holdings or otherwise, in any
matter to be acted upon, other than election to office and the proposed increase in authorized capital stock.
No director of the Company has informed it in writing that he intends to oppose any action to be taken by the
Company at the Annual Stockholders’ Meeting (“Meeting”).
CONTROL AND COMPENSATION INFORMATION
As of 31 August 2015, the Company had outstanding shares of 2,250,000,000 common stock. Each common
share is entitled to one (1) vote.
All stockholders on record as of 18 September 2015 will be entitled to notice of, and to vote at, the Meeting.
Each stockholder shall be entitled to one (1) vote with respect to all matters to be taken up during the annual
meeting of stockholders, provided that each stockholder shall have cumulative voting rights with respect to the
election of the members of the board of directors of the Company. Cumulative voting entitles each stockholder
to cumulate his shares and give one nominee as many votes as the number of directors to be elected
multiplied by the number of his shares shall equal, or distribute them on the same principle among as many
nominees as he shall see fit; provided, that the total number of votes cast by him shall not exceed the number
of shares owned by him multiplied by the number of directors to be elected.
Security Ownership of Record and Beneficial Owners of more than 5% of the Company’s Voting Stocks as of
31 August 2015:
1
The Board of Directors appoints the person who has the power to direct the voting and disposition of the shares held by Megaworld
Corporation in the Company
2
Beneficiaries are brokers and custodian bank participants of PCD.
3
Messrs. Yip Chu Kwong, Yuen Siu, Yip Kwok Cheong, Yip Kwok Wai, Tse Yuen Yuen and Poon Kwok Kuen, all stockholders of
Emerging Market Assets Limited (“EMAL”), have the power to direct the voting and disposition of the shares held by EMAL in the
Company. They are businessmen who are based in Hong Kong and China and who have substantial investments in the manufacturing
and real estate industries in Guangzhou, China and Hong Kong.
Other than the persons identified above, there are no other beneficial owners of more than 5% of the
Company’s voting stock known to the Company.
The Company is not aware of the existence of persons holding more than five percent (5%) of the
Company’s common shares under a voting trust or similar agreement.
Change in Control
The Company has no knowledge of any arrangements among stockholders that may result in a
change in control of the Company.
Incumbent
The following are the incumbent directors and executive officers of the Company:
There are seven (7) members of the Company’s Board of Directors, two of whom are independent
directors. All incumbent directors were elected during the annual meeting of stockholders held on
18 November 2014.
Background
Ferdinand B. Masi. Mr. Masi, 53 years old, Filipino, is currently the Chairman and the President of
the Company. He was appointed as Chairman of the Board on 09 November 2007 and has served as
President since 09 February 2001. Mr. Masi is currently with Consolidated Distillers of the Far East,
Inc., a position he has held since 1983 as Accounting Staff, Plant Accountant/Auditor, Chief
Accountant, Finance & Administrative Manager and as General Manager. He is concurrently the
Chairman and President of Good Earth Technologies International, Inc. and Corporate Secretary of
First Centro, Inc. He is a Certified Public Accountant and member of the Philippine Institute of
Certified Public Accountants. He also finished his MBA from Ateneo Graduate School of Business.
Evelyn G. Cacho. Ms. Cacho, 53 years old, Filipino, is currently the Treasurer and a member of the
Board of Directors of the Company since 29 August 2005. Ms. Cacho is concurrently a director of
Empire East Land Holdings, Inc. (“EELHI”), a position she has occupied since February 2009. She
joined EELHI in February 1995 and has served as its Vice President for Finance since February 2001.
She also currently serves as director of Empire East Communities, Inc., Laguna Bel Air School, Inc.,
Sonoma Premier Land, Inc., Valle Verde Properties, Inc. and Sherman Oak Holdings, Inc. She holds
the position of Treasurer of Megaworld Central Properties, Inc., and Megaworld Newport Property
Holdings, Inc. and Assistant Corporate Secretary of Gilmore Property Marketing Associates, Inc. Prior
to joining EELHI, she had extensive experience in the fields of financial/operations audit, treasury,
and general accounting from banks, manufacturing and trading companies. Ms. Cacho has a
bachelor’s degree in Business Administration major in Accounting.
Giancarlo C. Ng. Mr. Ng, 38 years old, Filipino, has served in the Company’s Board of Directors
since 23 October 2007. He is currently the Finance and Office Manager of Consolidated Distillers of
the Far East, Inc. (“Condis”). He is a graduate of the University of Asia and the Pacific with a degree
in Bachelor of Arts in Liberal Arts and Humanities, graduating Magna Cum Laude and Valedictorian of
his batch. He also obtained his Masters of Science in Information Technology from the same
university. Mr. Ng was at various times from 2003 to 2006 an account officer, sales manager, and
inter-team coordinator of Condis. Mr. Ng has handled Customer Relations Management, Sales and
Delivery Logistics, and Information Technology Planning and Tactical Coordination for Condis and
has extensive experience in work involving business processes and information technology solutions.
He was the project manager for the email and internet connectivity infrastructure project and inventory
system database of Condis. Prior to joining Consolidated Distillers of the Far East, Inc., he was a
member of the Systems Technology Support of Meralco MTP-CSPT from 1998-1999, where he
participated in the company’s Y2K compliance project. Mr. Ng then joined the Software Services
Department of the Orient Overseas Container Line Phils, Inc. as a software programmer from 2000-
2003, where he developed web applications and also served as customer EDI programmer and
trainer of new recruits. Mr. Ng has attended trainings and seminars on several software languages,
Customer Relations Management, Business Orientation for Marketing and Sales, Business Writing,
Information Strategy Planning, and on the New Digital Economy and Emerging Technologies for the
Philippines in 2020.
Elmer P. Pineda. Mr. Pineda, 57 years old, Filipino, was elected to the Board on 03 February 2012 to
serve the unexpired term of Ms. Ma. Vicenta S. Jalandoni. Mr. Pineda was likewise appointed
Assistant Corporate Secretary and Assistant Corporate Information Officer of the Corporation. He was
responsible for the management of a number of real estate developments. A licensed civil engineer,
Mr. Pineda has over a decade of experience in project and construction management with various
companies and firms such as Farm System Development Corporation and Megaworld Corporation.
Felizardo T. Sapno. Mr. Sapno, 58 years old, Filipino, has served as Director of the Company since
03 July 2006. He is currently the Plant Manager of the Consolidated Distillers of the Far East, Inc.
since August 1990. Mr. Sapno is a licensed Chemical Engineer and a graduate of the Mapua Institute
of Technology with a degree in BS Chemical Engineering. He was previously employed with the
Philippine Allied Leatherette, Inc. as Production Supervisor from October 1981 to October 1982 and
the Central Azucarera de Tarlac as Shift Supervisor from November 1982 to November 1985. He is a
member of various professional and socio-civic associations such as the Philippine Institute of
Chemical Engineers, Center for Alcohol and Research Development Foundation, Inc., Philippine
Association of Alcohol and Fermentation Technologies, Inc., Kiwanis International, Philippine Luzon
District and the Knights of Columbus, Council 4668.
Alejo L. Villanueva, Jr. Mr. Villanueva, 74 years old, Filipino was elected as Independent Director on
29 October 2012. He currently serves as Independent Director of Alliance Global Group, Inc.,
Emperador Inc. and Empire East Land Holdings, Inc. and a Director of First Capital Condominium
Corporation, a non-stock non-profit corporation. He is also Chairman of Ruru Courier Systems, Inc.
and Vice Chairman of Public Relations Counselors Foundations of the Philippines, Inc. He is a
professional consultant who has more than twenty years of experience in the fields of training and
development, public relations, community relations, institutional communication, and policy advocacy,
among others. He has done consulting work with the Office of the Vice President, the Office of the
Senate President, the Commission on Appointments, the Securities and Exchange Commission, the
Home Development Mutual Fund, the Home Insurance Guaranty Corporation, Department of
Agriculture, Philippine National Railways, International Rice Research Institute, Rustan’s
Supermarkets, Louis Berger International (USAID-funded projects on Mindanao growth), World Bank
(Subic Conversion Program), Ernst & Young (an agricultural productivity project), Chemonics (an
agribusiness project of USAID), Price Waterhouse (BOT program, a USAID project), Andersen
Consulting (Mindanao 2000, a USAID project), Renardet S.A. (a project on the Privatization of MWSS,
with World Bank funding support), Western Mining Corporation, Phelps Dodge Exploration, and
Marubeni Corporation. Mr. Villanueva obtained his bachelor’s degree in Philosophy from San Beda
College, summa cum laude. He has a master’s degree in Philosophy from the University of Hawaii
under an East-West Center Fellowship. He also took up special studies in the Humanities at Harvard
University. He studied Organizational Behavior at INSEAD in Fontainebleau, France. He taught at the
Ateneo Graduate School of Business, the UST Graduate School, and the Asian Institute of
Journalism.
Amelia A. Austria. Ms. Austria, 61 years old, Filipino, was elected an Independent Director on 09
November 2007. She is currently the Corporate Secretary and a member of the Board of Directors of
Zenith Synergy Realty and Development Corporation. She is a licensed Chemist and placed second
in the Chemistry Licensure Examination in 1976. Ms. Austria is a graduate of the University of Santo
Tomas with a Degree in BS Chemistry and is an undergraduate of the Masteral Program-MS
Chemistry from the same university. Prior to joining Good Earth Technologies, Ms. Austria had
extensive experience in work involving research and development and quality control.
Rolando D. Siatela. Mr. Siatela, 55 years old, Filipino, has served as Corporate Secretary and
Corporate Information Officer of the Company since 23 May 2006. He concurrently serves in PSE-
listed companies, Alliance Global Group, Inc., Megaworld Corporation, and Global-Estate Resorts,
Inc. as Assistant Corporate Secretary. He is also the Assistant Vice President for Controllership of
Megaworld Corporation. Prior to joining Megaworld Corporation, he was employed as Administrative
and Personnel Officer with Batarasa Consolidated, Inc. He is a member of the board of Asia Finest
Cuisine, Inc. and the Corporate Secretary of ERA Real Estate Exchange, Inc., Oceanic Realty Group
International, Inc. and Documentation Officer of Megaworld Foundation.
Maria Cristina D. Gonzales. Ms. Gonzales, 51 years old, Filipino, is the Compliance Officer of the
Company. She is presently a First Vice President for Management Services, Asset Management and
Administration of Megaworld Corporation, a position she has held since 2007. Previously, she was a
Vice President for Audit of Megaworld from 1993 to 2007, Audit Manager for Shoemart, Inc. from
1988 to 1993 and Auditor with Sycip, Gorres & Velayo from 1984 to 1987. She is a Certified Public
Accountant since 1984 and graduated with a Business Administration degree, Major in Accounting
(graduated magna cum laude) from the University of the East.
Directors are elected annually by the stockholders to serve until the election and qualification of their
successors. Mr. Ferdinand B. Masi, Mr. Giancarlo C. Ng, Mr. Felizardo T. Sapno, Ms. Evelyn G.
Cacho, Mr. Elmer Pineda, Mr. Alejo L. Villanueva, Jr. and Ms. Amelia A. Austria, independent director,
were elected in the last annual stockholders’ meeting on 18 November 2014.
Pursuant to Article II, Section 2 of the Company’s By-Laws (amended as of August 30, 2005 and
November 11, 2005), the nomination and election of independent directors shall be conducted in
accordance with SRC Rule 38.
SRC Rule 38 provides that the nomination and election of independent directors shall be conducted in
accordance with the following rules:
2. The Nomination Committee shall pre-screen the nominees and prepare a final list of candidates.
3. The final list of candidates shall contain the business and/or professional experience of the
nominees for independent directors, which list shall be made available to the Commission and to
all stockholders through the filing and distribution of the Information Statement, in accordance
with SRC Rule 20, or in such other reports the Company is required to submit to the Commission.
The name of the person or group of persons who recommended the nominees for independent
directors shall be identified in such report including any relationship to the nominees.
4. Only nominees whose names appear in the final list of candidates shall be eligible for election as
independent directors. No other nominations shall be entertained after the final list of candidates
shall have been prepared. No further nominations shall be entertained or allowed on the floor
during the actual annual stockholders’ meeting.
5. The conduct of the election of independent directors shall be made in accordance with the
standard election procedures of the Company in its By-laws, subject to pertinent laws, rules and
regulations of the Commission.
6. It shall be the responsibility of the Chairman of the Meeting to inform all stockholders in
attendance of the mandatory requirement of electing independent directors. He shall ensure those
independent directors are elected during the stockholders’ meeting.
7. In case of failure of election for independent directors, the Chairman of the Meeting shall call a
separate election during the same meeting to fill up the vacancy.
The Company is required to have at least two (2) independent directors in its Board of Directors, who
are each independent of management and free from any business or other relationship which could,
or could reasonably be perceived to, materially interfere with his exercise of independent judgment in
carrying out his responsibilities as a director in the Company. An independent director should have at
least one (1) share of the Company’s common stock, a college graduate or has been engaged or
exposed to the business for at least five (5) years, and possesses integrity/probity and
assiduousness.
Nominees
Directors are elected annually by the stockholders at the annual stockholders’ meeting to serve until
the election and qualification of their successors. The Nomination Committee composed of Elmer
Pineda as Chairman and members, Giancarlo C. Ng, and Alejo L. Villanueva, Jr., accepts nominees
to the Board of Directors, including nominees for independent director. The Committee is responsible
for screening and qualifying the list of nominees. The following is the complete list of nominees for
members of the Board of Directors:
1. Ferdinand B. Masi
2. Evelyn G. Cacho
3. Elmer P. Pineda
4. Giancarlo C. Ng
5. Felizardo T. Sapno
6. Alejo L. Villanueva, Jr. – Independent Director
7. Eugenio B. Reducindo – Independent Director
Except for nominee Eugenio B. Reducindo, the background and experience of all nominees for
directors is provided above. Below is the background and experience of Mr. Eugenio B. Reducindo.
Mr. Eugenio B. Reducindo, 46 years old, is currently the Managing Director of Choice Gourmet
Banquet, Inc., which owns and operates McDonald’s stores and used to operate other restaurants like
Shanghai Bistro and SoHo Tea House. He has held the position of Managing Director since 2007. As
Managing Director, Mr. Reducindo is responsible for the overall operations and management of 11
McDonald’s outlets located within Metro Manila and other provinces such as Cebu and Iloilo. Prior to
being Managing Director, Mr. Reducindo was a branch manager at Choice Gourmet handling the first
McDonald’s branch of the company located at Forbestown Center. Mr. Reducindo has considerable
experience in the management and operations of quick service and fine dining restaurants, having
been involved in the daily operations of a specific branch as well as the overall management and
operations of several branches/outlets. He has worked for Golden Arches Development Corporation
as branch manager and for McDonald’s Egypt as Operations Consultant and for Makati Shangri-La as
Assistant Manager for the coffee shop. Mr. Reducindo graduated in 1989 from the Far Eastern
University with a degree in AB Communications.
Independent Directors
This year’s nominees for directors include two persons who qualify as independent directors. The
President, Mr. Ferdinand B. Masi, nominated, Mr. Eugenio B. Reducindo, as a new Independent
Director, while Mr. Giancarlo C. Ng nominated the incumbent Independent Director, Mr. Alejo L.
Villanueva, Jr., for another term. Messrs. Masi and Reducindo and Messrs. Ng and Villanueva are not
related by consanguinity or affinity up to the fourth civil degree. Neither are Messrs. Reducindo and
Villanueva acting as representatives of the persons who nominated them. The Nomination Committee
reviewed the qualifications of Messrs. Villanueva and Reducindo under the criteria defined by SEC in
its Circular No. 16, series of 2002, and they do not possess any of the disqualifications enumerated
under the law and in the Code of Corporate Governance (Their respective profiles are presented on
the preceding pages). Having found them duly qualified, the Nomination Committee endorsed the
nomination of Mr. Alejo L. Villanueva, Jr. and Mr. Eugenio B. Reducindo as candidates for
Independent Directors for the ensuing year.
No director has resigned or declined to stand for re-election to the Board of Directors since the date of
the last annual stockholders’ meeting because of a disagreement with the Company on any matter
relating to the Company’s operations, policies or practices.
Significant Employees
The Company does not have significant employees, i.e., persons who are not executive officers but
expected to make significant contribution to the business.
Family Relationships
No director or executive officer is related to each other up to the fourth civil degree whether by
consanguinity or affinity.
The Company has no knowledge of any of the following events that occurred during the past five (5)
years up the date of this report that are material to an evaluation of the ability or integrity of any
director, nominee for election as director, or executive officer:
1. Any bankruptcy petition filed by or against any business of a director, nominee for election as
director, or executive officer who was a general partner or executive officer either at the time of
the bankruptcy or within two years prior to that time;
2. Any director, nominee for election as director, or executive officer being convicted by final
judgment in a criminal proceeding, domestic or foreign, or being subject in his personal capacity
to a pending criminal proceeding, domestic or foreign, excluding traffic violations and other minor
offenses;
3. Any director, nominee for election as director, or executive officer being subject to any order,
judgment, or decree, not subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, domestic or foreign, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of business, securities, commodities
or banking activities; and
4. Any director, nominee for election as director, or executive officer being found by a domestic or
foreign court of competent jurisdiction (in a civil action), the Commission or comparable foreign
body, or a domestic or foreign exchange or other organized trading market or self-regulatory
organization, to have violated a securities or commodities law or regulation, and the judgment has
not been reversed, suspended, or vacated.
Except for the material related party transactions described in the notes to the consolidated financial
statements of the Company for the years 2014, 2013 and 2012 (please see elsewhere in here), there
has been no material transaction during the last two years, nor is there any material transaction
currently proposed, to which the Company was or is to be a party, in which any director or executive
officer, any nominee for election as director, stockholder of more than ten percent (10%) of the
Company’s voting shares, and any member of the immediate family (including spouse, parents,
children, siblings, and in-laws) of any such director or officer or stockholder of more than ten percent
(10%) of the Company’s voting shares had or is to have a direct or indirect material interest.
Name Position
No compensation was received by the above-named principal executive officers from the Company
and neither will there be any compensation for the ensuing year. There are no arrangements in force
pursuant to which the above-named officers or directors of the Company are compensated, or are to
be compensated, directly or indirectly, for any services provided as such officer.
There are no standard arrangements pursuant to which directors or officers of the Company are
compensated, or are to be compensated, directly or indirectly, for any services provided as a director,
including any additional amounts payable for committee participation or special assignments, for the
years 2012, 2013 and 2014 and for the ensuing year. There are no per diems granted to directors for
attendance at meetings.
There are no other arrangements, including consulting contracts, pursuant to which any director of the
Company was compensated, or is to be compensated, directly or indirectly, for the years 2012, 2013
and 2014 and for the ensuing year, for any service provided as a director.
No warrants or stock options are held by the Company’s CEO, its named executive officers or
directors for years 2012, 2013 and 2014 nor are there plans for extending warrants or options for the
ensuing year.
The Board of Directors of the Company, in consultation with the Audit Committee composed of Alejo
L. Villanueva, Jr., as Chairman and Evelyn G. Cacho and Amelia A. Austria as members, will
recommend to the stockholders the engagement of Punongbayan & Araullo as external auditors of
the Company for 2015.
The selection of external auditors is made on the basis of credibility, professional reputation,
accreditation with the Securities and Exchange Commission, and affiliation with a reputable foreign
partner. The professional fees of the external auditors are approved by the Company after approval
by the stockholders of the engagement and prior to the commencement of each audit season.
In compliance with SEC Memorandum Circular No. 8, Series of 2003, which was subsequently
incorporated in SRC Rule 68, paragraph 3(b)(iv), and the Company’s Manual of Corporate
Governance, which require that the Company’s external auditor be rotated or the handling partner
changed every five (5) years or earlier, Mr. Nelson J. Dinio of Punongbayan and Araullo was
designated as handling partner for the audit of the financial statements of the Company for the year
ending 31 December 2014. Punongbayan & Araullo was also the auditor of the Company for 2013
and 2012.
There are no disagreements with auditors on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which, if not resolved to their
satisfaction, would have caused the auditors to make reference thereto in their reports on the financial
statements of the Company and its subsidiary.
Representatives of Punongbayan & Araullo are expected to be present at the Meeting. They will have
the opportunity to make a statement if they desire to do so and are expected to be available to
respond to appropriate questions.
The fees billed by P&A for each of the last two financial years totaled Php750,000 in 2014,
Php725,000 in 2013, and Php696,000 in 2012 in fees for professional services rendered for the audit
of the Company’s annual financial statements and services that are normally provided by the
external auditor in connection with statutory and regulatory filings or engagements for 2014, 2013 and
2012.
There were no separate tax fees billed and no other products and services provided by P&A for the
last two fiscal years.
All the above services have been approved by the Company, upon recommendation of the Audit
Committee of the Board of Directors composed of Alejo L. Villanueva, Jr. as Chairman and Evelyn G.
Cacho and Amelia A. Austria as members.
P&A, as principal auditors, issued an unqualified opinion on the consolidated financial statements. As
such, there had been no disagreements with them on any accounting principles or practices, financial
disclosures, and auditing scope or procedure.
Financial Information
Financial Statements of the Company as of 31 December 2012, 2013, and 2014, the Interim Financial
Statements of the Company as of 30 June 2015, and the Management’s Discussion and Analysis of
Results of Operations and Financial Condition for the corresponding periods are contained in the
Company’s Annual Report to Stockholders and are incorporated herein by reference.
OTHER MATTERS
The Minutes of the Annual Meeting of Stockholders held on 18 November 20144 will be submitted to
the stockholders for approval. The Minutes will refer to the adoption of stockholder’s resolutions
pertaining to the following: approval of minutes of the previous annual meeting, appointment of
external auditors, ratification of acts and resolutions of the Board of Directors, Board Committees and
Management and election of Directors.
The approval or disapproval of the Minutes will constitute merely an approval or disapproval of the
correctness of the minutes but will not constitute an approval or disapproval of the matters referred to
in the Minutes.
The stockholders will be asked to ratify all resolutions of the Board of Directors and Board
Committees, and acts of Management adopted during the period up to the date of this Meeting. These
include, among others, approval of financial statements, notices of annual stockholders’ meetings,
organization of board committees and election of Board of Directors, approval of the term of pre-
emptive rights offer, authority to transact with PAG-IBIG Home Development Mutual Fund, and
opening of bank accounts.
4
A copy of the Minutes of the Annual Meeting of Stockholders held on 18 November 2014 is attached hereto.
Voting Procedures
Vote Required
In the election of directors, the seven (7) nominees garnering the highest number of votes will be
elected as members of the board of directors, provided that there shall always be elected at least two
(2) independent directors in the Company’s board of directors.
For all other matters proposed to be acted upon, the vote of a majority of the outstanding capital stock
will be required for approval.
Each holder of common share will be entitled to one (1) vote with respect to all matters to be taken up
during the Meeting; provided , that in the election of directors , each stockholder may vote such
number of shares for as many persons as there are directors to be elected or may cumulate said
shares and give one nominee as many votes as the number of directors to be elected multiplied by
the number of his shares shall equal, or he may distribute them on the same principle among as many
nominees as he shall see fit; provided further, that the total number of votes cast by him shall not
exceed the number of shares owned by him multiplied by the number of directors to be elected .
There will be seven (7) persons to be elected to the Company's board of directors, including at least
two (2) independent directors. In the event that the number of nominees to the board of directors
exceeds the number of board seats, voting shall be done by ballot. However, if the number of
nominees to the board of directors does not exceed the number of board seats, voting will be done by
a show of hands. Election inspectors duly appointed during the meeting shall be responsible for
counting the number of votes, subject to validation by representatives of Punongbayan & Araullo, the
Company's external auditors.
The Company shall provide, without charge, to each stockholder a copy of its annual report on SEC
Form 17-A, upon written request addressed to Suntrust Home Developers, Inc., Attention: Mr.
Rolando D. Siatela, Corporateh Secretary, 6th Floor, The World Centre, 330 Sen. Gil Puyat Avenue,
Makati City.
MANAGEMENT REPORT
AS REQUIRED BY SRC RULE 20
INCLUDING FINANCIAL INFORMATION FOR FIRST HALF OF 2015
Business
Business Development
OVERVIEW
Suntrust Home Developers, Inc. (the “Company”) was incorporated under Philippine laws and
registered with the SEC on 18 January 1956 under the name Ramie Textiles, Inc. It was originally
authorized to engage in the manufacture and sale of all types of ramie products. The Company’s
corporate life was extended for another 50 years starting January 18, 2006. The Company has since
amended its Articles of Incorporation as it sought to identify investment opportunities that will yield
attractive returns. It is presently engaged in the business of a holding company with investments in
stocks and other property. The Company owns 100% of the outstanding shares of stock of First
Oceanic Property Management, Inc. (“FOPMI”), the Company’s only subsidiary, which is engaged in
the management of real estate properties consisting of residential and office condominiums and
private estates. Some of the properties managed by FOPMI include Cambridge Village in Cainta,
Eastwood One Central Park and Grand Eastwood Palazzo in Eastwood City, Salcedo Park and The
World Centre in Makati, Two World Square and Three World Square in Taguig City. FOPMI also holds
100% of the outstanding shares of stock of CityLink Coach Services, Inc. (CityLink), a domestic
company engaged in overland transport, carriage, moving or haulage of passengers, fares, customers
and commuters as well as freight, cargo, articles, items, parcels, commodities, goods or merchandise
by means of coaches, buses, coasters, jeeps, cars and other similar means of transport. It plies
routes from Eastwood City, in Libis, Quezon City to Newport City, in Villamor Air Base, Pasay via C-5
Road, making it the first bus service to traverse along the said road. It also offers shuttle for hire
services to Megaworld and some of its affiliates and related companies.
Megaworld Corporation, also a publicly listed company in the Philippines, is a substantial shareholder
of the Company with 42.48% ownership interest. In 1999, PhP1,200,000,000.00 worth of shares out
of the increase in authorized capital stock of the Company were issued to Megaworld in exchange for
a parcel of land with improvements with a total area of 7,255.30 square meters located at M.H. del
Pilar corner Pedro Gil St., Malate, Manila and with a fair market value of One Billion Two Hundred
Million Pesos (PhP1,200,000,000.00). In 2002, Megaworld subscribed to PhP250,000,000 worth of
shares out of a PhP1 Billion increase in authorized capital stock of the Company, out of which
PhP62,500,000 has been actually paid-up in cash. However, from the years 2000 up to 2003,
Megaworld disposed its shares in a series of transactions resulting in its present ownership of
42.48%.
The registered office of the Company, which is also its principal place of business, is located at the
6th Floor, The World Centre, 330 Sen. Gil Puyat Avenue, Makati City.
HISTORY
On 18 January 1956, the Company, then known as Ramie Textiles, Inc. was incorporated to engage
in the business of manufacture and sale of all types of ramie products. On 11 February 1959 the
Company was listed in The Philippine Stock Exchange, Inc.
On 10 June 1994, the SEC approved the Amendment to the Articles of Incorporation of the Company
changing the name from Ramie Textiles Inc. to Gaming Interest and Franchise Technologies, Inc. and
its secondary purpose, and including a provision denying pre-emptive rights to existing stockholders
for any future issue of shares. Upon its conversion to a holding company, the Company sought to
identify investment opportunities which will yield attractive returns.
On 10 April 1995, the Company’s name was changed from Gaming Interest and Franchise
Technologies, Inc. to Greater Asia Resources Corporation. Subsequently, the Company acquired two
(2) parcels of land situated in Tagaytay City with an approximate total area of 510,479 square meters
in exchange for 250,000 shares out of its unissued capital stock.
On 11 August 1998, the SEC approved the Amended AOI of the Company changing the name from
Greater Asia Resources Corporation to BW Resource Corporation (BWRC). The primary purpose of
BWRC is to acquire interests in tourism or leisure-related enterprises, projects, or ventures.
On 17 August 1999, the SEC approved an increase in authorized capital stock of the Company from
PhP450,000,000.00 divided into 450,000,000 shares to PhP2,000,000,000.00 divided into
2,000,000,000 shares with a par value of One Peso (1.00) per share. Out of the increase in
authorized capital stock, One Billion Two Hundred Million Pesos (PhP1,200,000,000.00) worth of
shares were issued to Megaworld Corporation (Megaworld) in exchange for a parcel of land with
improvements with a total area of 7,255.30 square meters located at M.H. del Pilar corner Pedro Gil
St., Malate Manila and with a fair market value of One Billion Two Hundred Million Pesos
(PhP1,200,000,000.00). With the entry of Megaworld, the SEC, on October 3, 2000, approved the
change in name from BWRC to Fairmont Holdings, Inc.
On 02 March 2001, Emerging Market Assets Limited, a global investment company based in Hong
Kong, subscribed to 350,000,000 shares of stock of the Company at par value of One Peso (Php1.00)
per share.
On 29 June 2002, the Board of Directors of the Company approved the change of the Company’s
name from Fairmont Holdings, Inc. to Suntrust Home Developers, Inc. The change of the Company’s
name was ratified by the stockholders on November 11, 2005 and was approved by the SEC, on 10
May 2006. The change in name came hand in hand with a change in the Company’s primary purpose
or nature of business, from a holding company to a real estate company authorized to engage in real
estate development, mass community housing, townhouses and rowhouses development, residential
subdivision and other massive horizontal land development. The change in the nature of business of
the Company was prompted by the perception that being a holding company no longer appeared to
be viable, at least in the next few years. On the same date, the Board likewise approved a PhP1
Billion increase in the Company’s authorized capital stock from PhP2,000,000,000 to
PhP3,000,000,000 for the purpose of enabling the Company to finance any acquisitions or projects
that it may undertake in the future in line with its new corporate purpose. Out of the PhP1 Billion
increase, PhP250,000,000 has been actually subscribed while PhP62,500,000 has been actually
paid-up in cash by Megaworld Corporation, an existing stockholder of the Company.
Sometime in July 2002, the Company acquired from an affiliate, Empire East Land Holdings, Inc.
(EELHI), all of the latter’s shareholdings in Empire East Properties, Inc. (“EEPI”). As a result,
consolidated financial statements were presented in the third quarter of 2002 and onwards. Prior to
such acquisition, EEPI was a wholly-owned subsidiary of EELHI engaged in the development of
socialized or low-cost housing projects. In March 2004, the Company’s percentage of ownership in
EEPI was reduced from 100% to 60% upon the subscription by EELHI to additional shares of stock of
EEPI. On 8 July 2008, EEPI changed its name to Suntrust Properties, Inc. (“SPI”) and increased its
authorized capital stock, with EELHI subscribing to such increase. As a result, the Company’s
ownership interest in SPI decreased from 60% to 20% and the Company’s control over SPI ceased
and, as such, SPI was no longer a subsidiary but was considered an associate of the Company. In
June 2013, the Company has sold all its remaining shares in SPI.
On 30 August 2005, the Board of Directors of the Company approved the decrease in the number of
members of the Board of Directors from eleven to seven directors and the extension of its corporate
term for another fifty (50) years from 18 January 2006. These changes to the Articles of Incorporation
were ratified by the stockholders of the Company on 11 November 2005 and were approved by the
SEC on 10 May 2006.
In September 2011, the Company acquired 100% of the outstanding shares of stock of First Oceanic
Property Management, Inc. (FOPMI). Consequently, FOPMI became the Company’s wholly owned
subsidiary and its financial statements were consolidated with the Company’s financial statements
starting 2011.
FOPMI was incorporated and registered with the Philippine Securities and Exchange Commission on
January 31, 1990. FOPMI is engaged primarily in the management of real estate properties consisting
of residential and office condominiums and private estates. FOPMI’s services are covered by
management contracts covering the different properties it manages and these contracts assure it of
relatively fixed monthly revenues in the form of administrative/management fees. The acquisition of
FOPMI was intended to create a new revenue stream for the Company which would complement its
existing investments in real estate. FOPMI also holds 100% of the outstanding shares of stock of
CityLink Coach Services, Inc. (CityLink), which was incorporated and registered with the Philippine
Securities and Exchange Commission on November 7, 2006. CityLink is a domestic company
engaged in overland transport, carriage, moving or haulage of passengers, fares, customers and
commuters as well as freight, cargo, articles, items, parcels, commodities, goods or merchandise by
means of coaches, buses, coasters, jeeps, cars and other similar means of transport.
BUSINESS
The Company currently does not have any business operations and is not offering any product or
service. The Company intends to eventually engage in real estate development and is currently
considering several properties for acquisition. The proceeds of the rights offer will be used primarily to
finance the acquisition of properties. However, it cannot identify the type of properties and the nature
of real estate development as of this time.
FOPMI, is engaged in property management of residential and office buildings and private estates.
FOPMI is engaged in property management and provides vital real estate management services for
several residential and office condominium buildings and private estates in Metro Manila. These
include basic administrative, housekeeping and security services, and special services such as
facilities and equipment management, audit and technical support services, finance and account
management, and procurement services. FOPMI’s revenue is primarily generated from management
fees it charges in connection with its property management services.
FOPMI is very competitive and is determined to perform as the best by assigning dedicated teams to
manage over property/building. On-site Property Administrator, Property Engineer and Administrative
Assistant/s are assigned to look after each individual property. A pool of experienced professionals –
architects, engineers, accountants and other personnel with varying expertise – provides back-up
support and services for its individual clients and customer.
The Company or FOPMI is not dependent upon a single or a few customers. No single customer
accounts for 20% or more of FOPMI’s sales.
In the normal course of business, the Company has entered into transactions with related parties,
consisting mainly of advances from related parties for working capital purposes and for the settlement
of certain liabilities. For more information, please see Note [17] to the Audited Financial Statements
for the year 2014]. Except for these, there has been no material transaction during the last two years,
nor is there any material transaction currently proposed, to which the Company was or is to be a
party, in which any director or executive officer, any nominee for election as director, stockholder of
more than ten percent (10%) of the Company’s voting shares, and any member of the immediate
family (including spouse, parents, children, siblings, and in-laws) of any such director or officer or
stockholder of more than ten percent (10%) of the Company’s voting shares had or is to have a direct
or indirect material interest.
The Company does not hold any patent, trademark, copyright, license, franchise, concession or
royalty agreement upon which their operations are dependent.
RESULTS OF OPERATIONS
The Group's total revenues exhibited an increase of Php26.52 million or 18.43% from Php143.90
million in 2014 to Php170.42 million in 2015 of the same period. Total revenues mostly came from
management fees, service income and rental income.
Costs and expenses exhibited an increase of Php19.63 million or 14.24% from Php137.87 million in
2014 to Php157.50 million in 2015. Increase in costs and expenses were mainly due to cost of
services, operating and tax expenses.
The Group’s net profit showed an increase of Php6.89 million or 114.30% from Php6.03 million in
2014 to Php12.92 million in 2015.
FINANCIAL CONDITION
The Group’s total resources amounted to Php536.33 million in 2015 from Php491.41 million in 2014.
The Group manages its liquidity needs by carefully monitoring scheduled payments for financial
liabilities as well as its cash outflows due in a day-to-day business.
Current assets increased by Php48.92 million or 12.88% from Php379.80 million in 2014 to
Php428.72 million in 2015. Cash and cash equivalents increased by Php26.15 million or 11.34% from
Php230.66 million in 2014 to Php256.81 million in 2015. Due from related parties increased by
Php0.82 million or 1.78% from Php46.27 million in 2014 to Php47.09 million in 2015.
Non-current assets decreased by Php4.00 million or 3.58% from Php111.61 million in 2014 to
Php107.61 million in 2015. Investment property decreased by Php0.62 million from Php29.75 million
in 2014 to Php29.13 million in 2015. Property and equipment decreased by Php2.64 million or 11.43%
from Php23.09 million in 2014 to Php20.45 million in 2015.
Trade and other receivables increased by Php18.22 million or 18.83% from Php96.74 million in 2014
to Php114.96 million in 2015. Other Assets increased by Php2.99 million or 22.83% from Php13.08
million in 2014 to Php16.07 million in 2015.
Current liabilities increased by Php20.00 million or 10.68% from Php187.16 million in 2014 to
Php207.16 million in 2015. Trade and other payables exhibited an increase of Php27.28 million or
31.26% from Php87.25 million in 2014 to Php114.53 million in 2015. Due to related parties slightly
decreased by Php0.17 million or 0.19% from Php90.70 million in 2014 to Php90.53 million in 2015.
Income tax payable decreased by Php7.11 million or 77.20% from Php9.21 million in 2014 to Php2.10
million in 2015.
Retirement benefit obligation increased by Php12.00 million or 7.61% from Php157.69 million in 2014
to Php169.69 million in 2015.
Statements of Income
Presented below are the top five (5) key performance indicators of the Group:
There are no other significant changes in the Group's financial position (5% or more) and condition
that will warrant a more detailed discussion. Further, there are no material events and uncertainties
known to management that would impact or change reported financial information and condition on
the Group.
There are no known trends or demands, commitments, events or uncertainties that will result in or that
are reasonably likely to result in increasing or decreasing the Group's liquidity in any material way.
There are no other known events that will trigger direct or contingent financial obligation that is
currently considered material to the Group, including any default or acceleration of an obligation.
The Group does not anticipate having any cash flow or liquidity problems. The Group is not in default
or breach of any note, loan, lease or other indebtedness or financing arrangement requiring it to make
payments. The Group has no material commitments for capital expenditures.
There are no material off-balance sheet transactions, arrangements, obligations, and other
relationships of the Group with unconsolidated entities or other persons created during the reporting
period.
The Group has no unusual nature of transactions or events that affects assets, liabilities, equity, net
income or cash flows.
There are no other material issuances, repurchases or repayments of debt and equity securities.
There are no seasonal aspects that had a material effect on the financial condition or results of
operations of the Group.
There are no material events subsequent to the end of the period that have not been reflected in the
financial statements for the period.
There are no changes in estimates of amount reported in periods of the current financial year or
changes in estimates of amounts reported in prior financial years.
RESULTS OF OPERATIONS
The Group's total revenues exhibited an increase of 24.38 million or 8.62% from 282.89 million in
2013 to 307.26 million in 2014 of the same period. Total revenues mostly came from management
fees, service income and rental income.
Costs and expenses exhibited an increase of 15.13 million or 5.75% from 263.31 million in 2013 to
278.44 million in 2014. Increase in costs and expenses were mainly due to operating expenses and
tax expense.
The Group’s net profit showed an increase of 9.24 million or 47.22% from 19.58 million in 2013
to28.82 million in 2014.
FINANCIAL CONDITION
The Group’s total resources amounted to 491.41 million in 2014 from 400.88 million in 2013. The
Group manages its liquidity needs by carefully monitoring scheduled payments for financial liabilities
as well as its cash outflows due in a day-to-day business.
Current assets increased by 81.06 million or 27.13% from 298.74 million in 2013 to 379.80 million in
2014. Cash and cash equivalents increased by 58.44 million or 33.93% from 172.23 million in 2013 to
230.66 million in 2014. Due from related parties increased by 9.62 million or 26.25% from 36.65
million in 2013 to 46.27 million in 2014.
Non-current assets increased by 9.46 million or 9.27% from 102.14 million in 2013 to 111.61 million in
2014. Investment property decreased by 1.24 million from 30.99 million in 2013 to 29.75 million in
2014. Property and equipment increased by 3.35 million or 16.98% from 19.74 million in 2013 to
23.09 million in 2014.
Trade and other receivables increased by 7.82 million or 8.79% from 88.92 million in 2013 to 96.74
million in 2014. Other Assets increased by 0.35 million or 2.79% from 12.72 million in 2013 to 13.08
million in 2014.
Current liabilities increased by 37.87 million or 25.37% from 149.29 million in 2013 to 187.16 million in
2014. Trade and other payables exhibited an increase of 15.43 million or 21.48% from 71.82 million in
2013 to 87.25 million in 2014. Due to related parties also increased by 13.39 million or 17.33% from
77.31 million in 2013 to 90.70 million in 2014. Income tax payable increased by 9.05 million or
5,640.81% from 0.16 million in 2013 to 9.21 million in 2014.
Retirement benefit obligation increased by 33.65 million or 27.13% from 124.04 million in 2013 to
157.69 million in 2014.
Statements of Income
Presented below are the top five (5) key performance indicators of the Group:
There are no other significant changes in the Group's financial position (5% or more) and condition
that will warrant a more detailed discussion. Further, there are no material events and uncertainties
known to management that would impact or change reported financial information and condition on
the Group.
There are no known trends or demands, commitments, events or uncertainties that will result in or that
are reasonably likely to result in increasing or decreasing the Group's liquidity in any material way.
There are no other known events that will trigger direct or contingent financial obligation that is
currently considered material to the Group, including any default or acceleration of an obligation.
The Group does not anticipate having any cash flow or liquidity problems. The Group is not in default
or breach of any note, loan, lease or other indebtedness or financing arrangement requiring it to make
payments. The Group has no material commitments for capital expenditures.
There are no material off-balance sheet transactions, arrangements, obligations, and other
relationships of the Group with unconsolidated entities or other persons created during the reporting
period.
The Group has no unusual nature of transactions or events that affects assets, liabilities, equity, net
income or cash flows.
There are no other material issuances, repurchases or repayments of debt and equity securities.
There are no seasonal aspects that had a material effect on the financial condition or results of
operations of the group.
There are no material events subsequent to the end of the period that have not been reflected in the
financial statements for the period.
There are no changes in estimates of amount reported in periods of the current financial year or
changes in estimates of amounts reported in prior financial years.
RESULTS OF OPERATIONS
The Group's total revenues exhibited an increase of 73.85 million or 35.33% from 209.04 million in
2012 to 282.89 million in 2013 of the same period. Total revenues mostly came from management
fees, service income, rental income and non-recurring gain on sale of available-for-sale- financial
asset.
Costs and expenses exhibited an increase of 60.57 million or 29.88% from 202.74 million in 2012
to263.31 million in 2013. Increase in cost and expenses were mainly due to cost of services and
operating expenses.
The Group’s net profit showed an increase of 13.28 million or 210.86% from 6.30 million in 2012
to19.58 million in 2013.
FINANCIAL CONDITION
The Group’s total resources amounted to 400.88 million in 2013 from 364.84 million in 2012. The
Group manages its liquidity needs by carefully monitoring scheduled payments for financial liabilities
as well as its cash outflows due in a day-to-day business.
Current assets increased by 122.38 million or 69.39% from 176.36 million in 2012 to 298.74 million in
2013. Cash and cash equivalents increased by 111.69 million or 184.51% from 60.54 million in 2012
to 172.23 million in 2013 due to proceeds from the sale of the parent company’s investment in
available-for-sale financial asset. Due from related parties increased by 8.10 million or 28.37% from
28.55 million in 2012 to 36.65 million in 2013.
Non-current assets decreased by 86.34 million or 45.81% from 188.48 million in 2012 to 102.14
million in 2013 mostly due to sale of available-for-sale financial asset which resulted to its decreased
by 97.18 million or 100%. Investment property decreased by 1.24 million from 32.22 million in 2012 to
30.99 million in 2013. Property and equipment increased by 8.53 million or 76.03% from 11.21 million
in 2012 to 19.74 million in 2013.
Trade and other receivables increased by 3.19 million or 3.72% from 85.73 million in 2012 to 88.92
million in 2013. Other Assets increased by 1.35 million or 11.84% from 11.38 million in 2012 to 12.72
million in 2013.
Current liabilities decreased by 11.69 million or 7.26% from 160.98 million in 2012 to 149.29 million in
2013. Trade and other payables exhibited an increase of 8.71 million or 13.79% from 63.12 million in
2012 to 71.82 million in 2013. Due to related parties decreased by 17.23 million or 18.22% from 94.53
million in 2012 to 77.31 million in 2013. Income tax payable decreased by 3.17 million or 95.18% from
3.33 million in 2012 to 0.16 million in 2013.
Retirement benefit obligation increased by 5.35 million or 4.51% from 118.69 million in 2012 to 124.04
million in 2013.
Statements of Income
Presented below are the top five (5) key performance indicators of the Group:
There are no other significant changes in the Group's financial position (5% or more) and condition
that will warrant a more detailed discussion. Further, there are no material events and uncertainties
known to management that would impact or change reported financial information and condition on
the Group.
There are no known trends or demands, commitments, events or uncertainties that will result in or that
are reasonably likely to result in increasing or decreasing the Group's liquidity in any material way.
There are no other known events that will trigger direct or contingent financial obligation that is
currently considered material to the Group, including any default or acceleration of an obligation.
The Group does not anticipate having any cash flow or liquidity problems. The Group is not in default
or breach of any note, loan, lease or other indebtedness or financing arrangement requiring it to make
payments. The Group has no material commitments for capital expenditures.
There are no material off-balance sheet transactions, arrangements, obligations, and other
relationships of the Group with unconsolidated entities or other persons created during the reporting
period.
The Group has no unusual nature of transactions or events that affects assets, liabilities, equity, net
income or cash flows.
There are no other material issuances, repurchases or repayments of debt and equity securities.
There are no seasonal aspects that had a material effect on the financial condition or results of
operations of the group.
There are no material events subsequent to the end of the period that have not been reflected in the
financial statements for the period.
There are no changes in estimates of amount reported in periods of the current financial year or
changes in estimates of amounts reported in prior financial years.
2012 vs. 2011
RESULTS OF OPERATION
The Group's total revenues exhibited an increase of 32.25 million or 18.25% from 176.78 million in
2011 to 209.04 million in 2012 of the same period. Total revenues mostly came from management
fees, service income and rental income.
Cost and expenses exhibited an increase of 31.87 million or 18.65% from 170.87 million in 2011 to
202.74 million in 2012. Increase in cost and expenses were mainly due to cost of services.
The Group’s net profit as of December 31, 2012 amounted to 6.30 million while for the same period of
2011, net profit amounted to 0.81 million net of the 5.94 million non-recurring income from acquisition
of a subsidiary, 5.49 million increase or 680.10%.
FINANCIAL CONDITION
The Group’s total resources amounted to 364.84 million in 2012 from 346.57 million in 2011. The
Group manages its liquidity needs by carefully monitoring scheduled payments for financial liabilities
as well as its cash outflows due in a day-to-day business.
Current assets increased by 14.07 million or 8.67% from 162.29 million in 2011 to 176.36 million in
2012. Cash & cash equivalents increased by 15.83 million or 35.41% from 44.71 million in 2011 to
60.54 million in 2012. Due from related parties decreased by 4.30 million or 13.09% from 32.85 million
in 2011 to 28.55 million in 2012.
Non-current assets increased from 172.18 million in 2011 to 172.38 million in 2012. Investment
property decreased by 1.24 million or 3.70% from 33.46 million in 2011 to 32.22 million in 2012.
Property & equipment decreased by 2.43 million or 17.83% from 13.65 million in 2011 to 11.21 million
in 2012. Deferred Tax Assets increased by 5.97 million or 37.40% from 15.96 million in 2011 to 21.93
in 2012.
Trade & other receivables increased by 3.26 million or 3.96% from 82.47 million in 2011 to 85.73
million in 2012. Other Assets decreased by 2.82 million or 19.86% from 14.20 million in 2011 to 11.38
million in 2012.
Current liabilities decreased by 10.01 million or 5.85% from 170.98 million in 2011 to 160.98 million in
2012. Trade & other payables exhibited an increase of 8.73 million or 16.05% from 54.39 million in
2011 to 63.12 million in 2012. Due to Related Parties decreased by 20.50 million or 17.82% from
115.3 million in 2011 to 94.53 million in 2012. Income tax payable increased by 2.76 million or
483.23% from 570.32 thousand in 2011 to 3.33 million in 2012.
Non-current liabilities increased by 32.25 million or 37.30% from 86.44 million in 2011 to 118.69
million in 2012. Retirement benefit obligation increased by 33.24 million or 38.90% from 86.45 million
in 2011 to 118.69 million in 2012.
Statement of Income
Presented below are the top five (5) key performance indicators of the Group:
There are no other significant changes in the Group's financial position (5% or more) and condition
that will warrant a more detailed discussion. Further, there are no material events and uncertainties
known to management that would impact or change reported financial information and condition on
the Group.
There are no known trends or demands, commitments, events or uncertainties that will result in or that
are reasonably likely to result in increasing or decreasing the Group's liquidity in any material way.
There are no other known events that will trigger direct or contingent financial obligation that is
currently considered material to the Group, including any default or acceleration of an obligation.
The Group does not anticipate having any cash flow or liquidity problems. The Group is not in default
or breach of any note, loan, lease or other indebtedness or financing arrangement requiring it to make
payments. The Group has no material commitments for capital expenditures.
There are no material off-balance sheet transactions, arrangements, obligations, and other
relationships of the Group with unconsolidated entities or other persons created during the reporting
period.
The Group has no unusual nature of transactions or events that affects assets, liabilities, equity, net
income or cash flows.
There are no other material issuances, repurchases or repayments of debt and equity securities.
There are no seasonal aspects that had a material effect on the financial condition or results of
operations of the group.
There are no material events subsequent to the end of the period that have not been reflected in the
financial statements for the period.
There are no changes in estimates of amount reported in periods of the current financial year or
changes in estimates of amounts reported in prior financial years.
The Company’s common shares are traded on the Philippine Stock Exchange. The closing price of
the said shares as of 28 August 2015 was 0.660. The trading prices of the said shares for each
quarter within the last two years and subsequent interim period are set forth below:
Shareholders
There are 1,608 holders of the Company’s 2,250,000,000 outstanding shares of common stock.
Below is a list of the top twenty holders of the Company’s shares of common stock as of 31 August
2015.
The deficit of the Company and its cash position did not merit any declaration of dividends for the last
two fiscal years.
The payment of dividends in the future will depend upon the Company's earnings, cash flow and
financial condition, among other factors. The Company may declare dividends only out of its
unrestricted retained earnings. These represent the net accumulated earnings of the Company, with
its capital unimpaired, which are not appropriated for any other purpose.
The Company may pay dividends in cash, by the distribution of property, or by the issue of shares of
stock. Dividends paid in cash are subject to the approval by the Board of Directors. Dividends paid in
the form of additional shares are subject to approval by both the Board of Directors and at least two-
thirds (2/3) of the outstanding capital stock of the shareholders at a shareholders' meeting called for
such purpose.
The Corporation Code prohibits stock corporations from retaining surplus profits in excess of one
hundred per cent (100%) of their paid-in capital stock, except when justified by definite corporate
expansion projects or programs approved by the Board of Directors, or when the corporation is
prohibited under any loan agreement with any financial institution or creditor from declaring dividends
without its consent, and such consent has not yet been secured, or when it can be clearly shown that
such retention is necessary under special circumstances obtaining in the corporation.
In the past three (3) years, the Company has not undertaken any sale of unregistered or exempt
securities, or issued securities constituting an exempt transaction.
In 2002, the Company adopted a Manual on Corporate Governance in order to institutionalize the
rules and principles of good corporate governance in the entire organization in accordance with the
Code of Corporate Governance promulgated by SEC.
Audit Committee
The Company’s Audit Committee is responsible for ensuring that all financial reports comply with
internal financial management and accounting standards, performing oversight financial management
functions, pre-approving all audit plans, scope and frequency and performing direct interface functions
with internal and external auditors. This Committee has three members, two of whom are independent
directors. An independent director serves as the head of the committee.
The Company’s Compensation and Remuneration Committee is responsible for establishing a formal
and transparent procedure for developing a policy on executive remuneration and for fixing the
remuneration packages of corporate officers and directors, as well as providing oversight over
remuneration of senior management and other key personnel ensuring that compensation is
consistent with the Company’s culture, strategy and control environment. This Committee consists of
three members, including at least one independent director.
Nomination Committee
The Company’s Nomination Committee pre-screens and shortlists all candidates nominated to
become a member of the Board of Directors in accordance with qualifications prescribed by law and
the Company’s Manual of Corporate Governance. This Committee has three voting members,
including at least one independent director.
Evaluation System
The Company has designated a Compliance Officer who is tasked with monitoring compliance with
the provisions of its Manual of Corporate Governance. The Compliance Officer, who is directly
reporting to the Chairman of the Board, has established an evaluation system to measure or
determine the level of compliance by the Company with its Manual. A Self-Rating System on
Corporate Governance was implemented and submitted to SEC and PSE in July 2003.
In 2014, the Company substantially complied with its Manual of Corporate Governance and did not
materially deviate from its provisions. No sanctions have been imposed on any director, officer or
employee on account of non-compliance.
Pursuant to SEC Memorandum Circular No. 6, Series of 2009 and as amended by SEC Memorandum
Circular No, 9, Series of 2014, the Company has revised its Manual of Corporate Governance to
make its provision complaint with the Revised Code of Corporate Governance. Among the measures
undertaken by the Company in order to fully comply with the provisions of the leading practices on
good corporate governance adopted in its Manual on Corporate Governance are monitoring and
evaluation of the internal control system for corporate governance. The Company likewise maintains
an active website where its Annual Reports, Quarterly Reports, Financial Statements and other
disclosures are uploaded for easy access and reference by the investing public. The Company is
committed to good corporate governance and continues to improve and enhance the evaluation
system for purposes of determining the level of compliance by the Company with its Manual on
Corporate Governance.
In 2014, the directors of the Company were required to take a Corporate Governance Orientation
course and are encouraged to undergo further training in corporate governance.
The Company likewise complies with its Manual on Corporate Governance requirement that it rotate
its external auditor or change the handling partner every five (5) years or earlier.
UNDERTAKING
The Company undertakes to provide without charge to a stockholder a copy of the Annual
Report on SEC Form 17-A upon written request address to ROLANDO D. SIATELA, Corporate
Secretary and Information Officer, Suntrust Home Developers, Inc., 6 th Floor, World Centre
Building, 330 Sen. Gil Puyat Avenue, Makati City.
QUARTERLY REPORT AS OF 30 JUNE
2015
EXHIBIT 1
SUNTRUST HOME DEVELOPERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
JUNE 30, 2015 AND DECEMBER 31, 2014
(Amounts in Philippine Pesos)
Unaudited Audited
June 30, 2015 December 31, 2014
A S S E T S
CURRENT ASSETS
Cash and cash equivalents P 256,810,689 P 230,662,973
Trade and other receivables - net 111,389,540 93,170,852
Due from related parties - net 47,093,399 46,268,824
Other current assets 13,423,609 9,698,764
NON-CURRENT ASSETS
Trade and other receivables 3,572,845 3,572,845
Investment property -net 29,125,945 29,745,646
Property and equipment - net 20,452,857 23,092,490
Deferred tax assets 51,817,246 51,817,246
Other non-current assets 2,641,473 3,380,284
CURRENT LIABILITIES
Trade and other payables P 114,529,898 P 87,254,280
Due to related parties - net 90,531,330 90,702,023
Income tax payable 2,099,059 9,207,485
NON-CURRENT LIABILITIES
Retirement benefit obligation 169,688,710 157,688,710
Unaudited Unaudited
June 30, 2015 June 30, 2014
DEFICIT
Balance at beginning of year ( 1,890,042,970 ) ( 1,918,862,136 )
Unaudited Unaudited
June 30, 2015 June 30, 2014
1. CORPORATE INFORMATION
Suntrust Home Developers, Inc. (the Company or Parent Company) was incorporated
in the Philippines on January 18, 1956 to primarily engage in real estate development.
The Parent Company’s corporate life was extended for another 50 years starting
January 18, 2006. The Parent Company is presently engaged in leasing activity and is a
publicly listed entity in the Philippines.
The registered office of the Parent Company, which is also its principal place of
business, is located at the 6th Floor, The World Centre Building, 330 Sen. Gil Puyat
Avenue, Makati City.
The consolidated financial statements have been prepared on a going concern basis
since Megaworld commits to provide continuing financial support for its operating
expenses until such time that the Parent Company is able to successfully re-start its
commercial operations as a real estate developer.
The Parent company holds 100% ownership interest in First Oceanic Property
Management, Inc (FOPMI). FOPMI, which is incorporated in the Philippines, is
engaged primarily in the management of real estate properties.
On the other hand, FOPMI holds 100% ownership interest in the shares of stock of
Citylink Coach Services, Inc. (Citylink), a domestic company engaged in overland
transport, carriage, moving or haulage of passengers, fares, customers and commuters
as well as freight, cargo, articles, items, parcels, commodities, goods or merchandise by
means of coaches, buses, coasters, jeeps, cars and other similar means of transport.
The registered and principal place of business of FOPMI is located at 7th Floor Paseo
Center, 8757 Paseo de Roxas corner Sedeño Street, Makati City. The registered and
principal place of business of Citylink is located at G/F Parking Building, Service Road
2, McKinley Town Center, Bonifacio, Taguig City.
-2-
The significant accounting policies that have been used in the preparation of these
consolidated financial statements are summarized below. The policies have been
consistently applied to all the periods presented, unless otherwise stated.
These interim consolidated financial statements are for the six months ended June 30,
2015 and 2014. They have been prepared in accordance with Philippine Accounting
Standards (PAS) 34, Interim Financial Reporting. They 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 consolidated financial statements
of the Group as of and for the year ended December 31, 2014.
These interim consolidated financial statements are presented in Philippine pesos, the
functional and presentation currency of the Parent Company and its subsidiaries, and all
values represent absolute amounts except when otherwise indicated.
These interim consolidated financial statements have been prepared in accordance with
the accounting policies adopted in the last annual financial statements for the year
ended December 31, 2014.
(ix) PFRS 9 (2014), Financial Instruments (effective from January 1, 2018). This
new standard on financial instruments will eventually replace PAS 39 and
PFRS 9 (2009, 2010 and 2013 versions). This standard contains, among
others, the following:
The accounting for embedded derivatives in host contracts that are financial
assets is simplified by removing the requirement to consider whether or not
they are closely related, and, in most arrangements, does not require
separation from the host contract.
For liabilities, the standard retains most of the PAS 39 requirements which
include amortized cost accounting for most financial liabilities, with
bifurcation of embedded derivatives. The amendment also requires changes
in the fair value of an entity’s own debt instruments caused by changes in its
own credit quality to be recognized in other comprehensive income rather
than in profit or loss.
The Group does not expect to implement and adopt PFRS 9 (2014) until its
effective date. In addition, management is currently assessing the impact of
PFRS 9 (2014) on the consolidated financial statements of the Group and it
will conduct a comprehensive study of the potential impact of this standard
prior to its mandatory adoption date to assess the impact of all changes.
(x) IFRS 15, Revenue from Contracts with Customers. This standard will replace
PAS 18, Revenue, and PAS 11, Construction Contracts, the related Interpretations
on revenue recognition: IFRIC 13, Customer Loyalty Programmes, IFRIC 15,
Agreement for the Construction of Real Estate, IFRIC 18, Transfers of Assets from
Customers and Standing Interpretations Committee 31, Revenue – Barter
Transactions Involving Advertising Services, effective January 1, 2017. This new
standard establishes a comprehensive framework for determining when to
recognize revenue and how much revenue to recognize. The core principle
in the said framework is for an entity to recognize revenue to depict the
transfer of promised goods or services to the customer in an amount that
reflects the consideration to which the entity expects to be entitled in
exchange for those goods or services. This standard has not yet been
adopted in the Philippines; however, management is currently assessing the
impact of this standard on the Group’s consolidated financial statements in
preparation for the adoption of this standard in the Philippines.
In the process of applying the Group’s accounting policies, management has made the
following judgments, apart from those involving estimation, which have the most
significant effect on the amounts recognized in the consolidated financial statements:
The Group has entered into various lease agreements either as a lessor or as
lessee. Critical judgment was exercised by management to distinguish each lease
agreement as either an operating or finance lease by looking at the transfer or
retention of significant risk and rewards of ownership of the properties covered
by the agreements. Failure to make the right judgment will result in either
overstatement or understatement of assets and liabilities.
Management has determined that the Group’s current lease agreements are
operating leases.
The following are the key assumptions concerning the future, and other key sources of
estimation uncertainty at the end of the reporting period, that have a significant risk of
causing a material adjustment to the carrying amounts of assets and liabilities within the
next financial year:
(a) Estimating Useful Lives of Condominium Units (presented under Investment Property),
Property and Equipment and Computer Software
The Group estimates the useful lives of property and equipment, condominium
unitsand computer softwarebased on the period over which the assets are
expected to be available for use. The estimated useful lives of these assets are
reviewed periodically and are updated if expectations differ from previous
estimates due to physical wear and tear, technical or commercial obsolescence and
legal or other limits on the use of the assets.
The Group reviews its deferred tax assets at the end of each reporting period and
reduces the carrying amount to the extent that it is no longer probable that
sufficient taxable profit will be available to allow all or part of the deferred tax
assets to be utilized. Based on management’s assessment, the group has assessed
that the deferred tax assets recognized as at June 30, 2015 and December 31, 2014
will be fully utilized in the coming years.
- 10 -
On initial recognition, the assets and liabilities of the acquired business and the
consideration paid for them are included in the consolidated financial statements
at their fair values. In measuring fair value, management uses estimates of future
cash flows and discount rates. Any subsequent change in these estimates would
affect the amount of goodwill, if any, if the change qualifies as a measurement
period adjustment. Any other change would be recognized in profit or loss in the
subsequent period.
- 11 -
4. SEGMENT REPORTING
The Group’s operating businesses are organized and managed separately according to
the services provided, with each segment represent unit that offers different services
and serves different markets. For management purposes, the Group is organized into
two major business segments, namely property management and rental and other
activities. These are also the basis of the Group in reporting to its strategic steering
committee for its strategic decision-making activities.
(b) Rental and Others – consists of rental from leasing activity of Parent Company
and transportation services of Citylink.
Segment assets include all operating assets used by a segment and consist principally of
operating cash, receivables, net of allowances and due from related parties. Segment
liabilities include all operating liabilities and consist principally of trade and other
payables, due to related parties and retirement benefit obligation.
The following tables present revenue and profit information regarding industry
segments for the six months ended June 30, 2015 and 2014 and certain asset and
liability information regarding segments as at June 30, 2015 and 2014.
Revenues:
Management fees P 157,941,677 P - P 157,941,677
Service income - 5,530,538 5,530,538
Rental income - 4,910,460 4,910,460
Finance income 723,687 1,111,412 1,835,099
Others 189,330 11,000 200,330
Gross revenues 158,854,694 11,563,410 170,418,104
Expenses 133,153,099 13,146,026 146,299,125
Finance costs 3,723,847 - 3,723,847
Profit (loss) before tax 21,977,748 ( 1,582,616) 20,395,132
Tax expense 7,245,896 228,056 7,473,952
Revenues:
Management fees P 130,043,089 P - P 130,043,089
Service income - 7,975,887 7,975,887
Rental income - 3,990,216 3,990,216
Finance income 1,093,663 740,629 1,834,292
Others 35,700 16,333 52,033
Gross revenues 131,172,452 12,723,065 143,895,517
Expenses 118,887,931 13,032,383 131,920,314
Finance costs 3,045,130 - 3,045,130
Profit (loss) before tax 9,239,391 ( 309,318) 8,930,073
Tax expense 2,752,256 148,345 2,900,601
The Group has no potentially dilutive shares as of the end of each reporting period.
6. EQUITY
The details of this account for the six months ended June 30, 2015 and 2014 are as
follows:
June 30, 2015 June 30, 2014 a
P 159,478,606 P 133,585,300
- 13 -
The Group has other commitments and contingencies that may arise in the normal
course of the Group’s operations which have not been reflected in the consolidated
financial statements. Management is of the opinion that losses, if any, from these other
commitments will not have material effects on the Group’s consolidated financial
statements.
Exposure to interest rate, credit and liquidity risk arise in the ordinary course of the
Group’s business activities. The main objective of the Group’s risk management is to
identify, monitor, and minimize those risks and to provide cost with a degree of
certainty.
The Group does not actively engage in the trading of financial assets for speculative
purposes nor does it write options. The financial risks to which the Group is exposed
to are described below.
As at June 30, 2015 and December 31, 2014, the Group is exposed to changes in market
interest rates through its cash and cash equivalents which are subject to variable interest
rates.
Credit risk is the risk that a counterpart may fail to discharge an obligation to the
Group. Generally, the maximum credit risk exposure of financial assets is the carrying
amount of the financial assets as shown on the consolidated statements of financial
position under Cash and Cash Equivalents, Trade and Other Receivables (excluding
advances to employees) and Due from Related Parties.
None of the Group’s financial assets are secured by collateral or other credit
enhancements.
The credit risk for cash and cash equivalents is considered negligible, since the
counterparties are reputable banks with high quality external credit ratings.
The Group manages its liquidity needs by carefully monitoring scheduled debt servicing
payments for long-term financial liabilities as well as cash outflows due in a day-to-day
business. Liquidity needs are monitored in various time bands, on a day-to-day and
week-to-week basis, as well as on the basis of a rolling 30-day projection. Long-term
liquidity needs for a six months and one year period are identified monthly.
- 14 -
The Group maintains cash to meet its liquidity requirements for up to 60-day periods.
Excess cash are invested in time deposits. Funding for long-term liquidity needs is
additionally secured by an adequate amount of committed credit facilities.
The carrying amounts and fair values of the categories of financial assets and financial
liabilities presented in the consolidated statements of financial position are shown
below.
June 30, 2015 (Unaudited) December 31, 2014 (Audited)
Carrying Values Fair Values Carrying Values Fair Values
Financial Assets
Loans and receivables:
Cash and cash equivalents P 256,810,689 P 256,810,689 P 230,662,973 P 230,662,973
Trade and other receivables – net
(excluding advances to employees) 112,822,467 112,822,467 93,926,266 93,926,266
Due from related parties – net 47,093,399 47,093,399 46,268,824 46,268,824
Financial Liabilities
Financial liabilities at amortized cost:
Trade and other payables P 110,674,108 P 110,674,108 P 78,344,402 P 78,344,402
Due to related parties – net 90,531,330 90,531,330 90,702,023 90,702,023
The Group uses the following hierarchy level in determining the fair values that will
be disclosed for its financial instruments.
a.) Level 1: quoted prices (unadjusted) in active markets for identical assets or
liabilities that an entity can access at the measurement date;
b.) Level 2: inputs other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly (i.e., as prices) or indirectly
(i.e., derived from prices); and,
c.) Level 3: inputs for the asset or liability that are not based on observable market
data (unobservable inputs).
The level within which the asset or liability is classified is determined based on the
lowest level of significant input to the fair value measurement.
The Group’s financial assets which are not measured at fair value in the consolidated
statement of financial position but for which fair value is disclosed include cash and
cash equivalents, which are categorized as Level 1, and trade and other receivables
and due from related parties, which are categorized as Level 3. Financial liabilities
which are not measured at fair value but for which fair value is disclosed pertain to
trade and other payables and due to related parties which are categorized under Level
3.
- 15 -
The Group also monitors capital on the basis of the carrying amount of equity as
presented on the consolidated statements of financial position. It sets the amount of
capital in proportion to its overall financing structure, i.e., equity and financial liabilities.
The Group manages the capital structure and makes adjustments to it in the light of
changes in economic conditions and the risk characteristics of the underlying assets.
EXHIBIT 6
RESULTS OF OPERATIONS
The Group's total revenues exhibited an increase of Php26.52 million or 18.43% from
Php143.90 million in 2014 to Php170.42 million in 2015 of the same period. Total revenues
mostly came from management fees, service income and rental income.
Costs and expenses exhibited an increase of Php19.63 million or 14.24% from Php137.87
million in 2014 to Php157.50 million in 2015. Increase in costs and expenses were mainly
due to cost of services, operating and tax expenses.
The Group’s net profit showed an increase of Php6.89 million or 114.30% from Php6.03
million in 2014 to Php12.92 million in 2015.
FINANCIAL CONDITION
The Group’s total resources amounted to Php536.33 million in 2015 from Php491.41
million in 2014. The Group manages its liquidity needs by carefully monitoring scheduled
payments for financial liabilities as well as its cash outflows due in a day-to-day business.
Current assets increased by Php48.92 million or 12.88% from Php379.80 million in 2014 to
Php428.72 million in 2015. Cash and cash equivalents increased by Php26.15 million or
11.34% from Php230.66 million in 2014 to Php256.81 million in 2015. Due from related
parties increased by Php0.82 million or 1.78% from Php46.27 million in 2014 to Php47.09
million in 2015.
Non-current assets decreased by Php4.00 million or 3.58% from Php111.61 million in 2014
to Php107.61 million in 2015. Investment property decreased by Php0.62 million from
Php29.75 million in 2014 to Php29.13 million in 2015. Property and equipment decreased by
Php2.64 million or 11.43% from Php23.09 million in 2014 to Php20.45 million in 2015.
Trade and other receivables increased by Php18.22 million or 18.83% from Php96.74 million
in 2014 to Php114.96 million in 2015. Other Assets increased by Php2.99 million or 22.83%
from Php13.08 million in 2014 to Php16.07 million in 2015.
Current liabilities increased by Php20.00 million or 10.68% from Php187.16 million in 2014
to Php207.16 million in 2015. Trade and other payables exhibited an increase of Php27.28
million or 31.26% from Php87.25 million in 2014 to Php114.53 million in 2015. Due to
related parties slightly decreased by Php0.17 million or 0.19% from Php90.70 million in 2014
to Php90.53 million in 2015. Income tax payable decreased by Php7.11 million or 77.20%
from Php9.21 million in 2014 to Php2.10 million in 2015.
Statements of Income
Presented below are the top five (5) key performance indicators of the Group:
o Revenue Growth – The Group generated its revenue mostly from management fees, service
income and rental income. The Group’s revenues showed an increase of Php26.52
million or 18.43% from Php143.90 million in 2014 to Php170.42 million in 2015.
o Net Profit Growth – measures the percentage change in net profit over a designated period
of time. The Group’s net profit increase by Php6.89 million or 114.30% from Php6.03
million in 2014 to Php12.92 million in 2015.
o Increase in Cash and cash equivalents – Primarily attributable to collection of receivables and
discreet control of finances observably enhanced the cash position. The Group’s cash
and cash equivalents increased by Php26.15 million.
o Increase in Trade and Other receivables – Total Trade and Other receivables increased by
Php18.22 million or 18.83% from Php96.74 million in 2014 to Php114.96 million in
2015. Increase is due to continuous flows of revenues in the form of administrative fees
and service income.
o Increase in Total Assets – Total assets increased by Php44.92 million or 9.14% from
Php491.41 million in 2014 to Php536.33 million in 2015.
There are no other significant changes in the Group's financial position (5% or more) and
condition that will warrant a more detailed discussion. Further, there are no material events
and uncertainties known to management that would impact or change reported financial
information and condition on the Group.
There are no known trends or demands, commitments, events or uncertainties that will
result in or that are reasonably likely to result in increasing or decreasing the Group's
liquidity in any material way.
There are no other known events that will trigger direct or contingent financial obligation
that is currently considered material to the Group, including any default or acceleration of an
obligation.
The Group does not anticipate having any cash flow or liquidity problems. The Group is not
in default or breach of any note, loan, lease or other indebtedness or financing arrangement
requiring it to make payments. The Group has no material commitments for capital
expenditures.
There are no material off-balance sheet transactions, arrangements, obligations, and other
relationships of the Group with unconsolidated entities or other persons created during the
reporting period.
The Group has no unusual nature of transactions or events that affects assets, liabilities,
equity, net income or cash flows.
There are no other material issuances, repurchases or repayments of debt and equity
securities.
There are no seasonal aspects that had a material effect on the financial condition or results
of operations of the Group.
There are no material events subsequent to the end of the period that have not been
reflected in the financial statements for the period.
There are no changes in estimates of amount reported in periods of the current financial year
or changes in estimates of amounts reported in prior financial years.
SUNTRUST HOME DEVELOPERS, INC. AND SUBSIDIARIES EXHIBIT 7
Aging of Accounts Receivable
June 30, 2015
Past Due
Accounts
Current/ 7 Months to and Items in
Type of Receivables Total Not Yet Due 1-3 Months 4-6 Months 1 Year 1-2 Years Litigation
Trade and Other Receivables 114,962,385 44,537,014 18,119,267 9,806,304 11,065,502 31,434,298
SUNTRUST HOME DEVELOPERS, INC. AND SUBSIDIARY
EXHIBIT 8
SCHEDULE OF FINANCIAL SOUNDNESS INDICATORS
JUNE 30, 2015 AND DECEMBER 31, 2014
SOLVENCY RATIOS measure the business’ ability to pay all debts, particularly long-term debt.
Debt-to-equity ratio – computed as total debt divided by total stockholders’ equity.
PROFITABILITY RATIOS
Return on assets – net profit divided by average total assets.
Return on equity – net profit divided by total stockholders' equity.
AUDITED FINANCIAL STATEMENT AS
OF 31 DECEMBER 2014
SUNTRUST HOME DEVELOPERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
DECEMBER 31, 2014 AND 2013
(Amounts in Philippine Pesos)
A S S E T S
CURRENT ASSETS
Cash and cash equivalents 5 P 230,662,973 P 172,226,157
Trade and other receivables - net 6 93,170,852 82,398,715
Due from related parties - net 14 46,268,824 36,649,714
Other current assets 7 9,698,764 7,465,904
NON-CURRENT ASSETS
Trade and other receivables 6 3,572,845 6,525,815
Investment property - net 9 29,745,646 30,985,048
Property and equipment - net 8 23,092,490 19,740,172
Deferred tax assets 13 51,817,246 39,634,765
Other non-current assets - net 7 3,380,284 5,258,497
CURRENT LIABILITIES
Trade and other payables 10 P 87,254,280 P 71,823,167
Due to related parties 14 90,702,023 77,307,502
Income tax payable 9,207,485 160,386
NON-CURRENT LIABILITY
Retirement benefit obligation 12 157,688,710 124,037,904
REVENUES
Management fees 4 P 279,504,341 P 232,055,178 P 180,998,803
Service income 2 14,640,357 15,556,533 11,909,881
Rental income 17 8,722,669 9,364,826 8,380,582
Finance income 3,385,507 2,311,440 3,224,759
Gain on sale of available-for-sale financial asset 14 - 20,627,768 -
Others 1,011,215 2,972,172 4,524,096
TOTAL COMPREHENSIVE
INCOME (LOSS) P 19,001,598 P 42,376,059 ( P 3,968,207 )
REVALUATION RESERVES
Balance at beginning of year ( 16,082,036 ) ( 38,882,071 ) ( 28,616,463 )
Other comprehensive income (loss)
for the year ( 9,817,568 ) 22,800,035 ( 10,265,608 )
DEFICIT
Balance at beginning of year ( 1,918,862,136 ) ( 1,938,438,160 ) ( 1,944,735,561 )
Net profit for the year 28,819,166 19,576,024 6,297,401
Net Cash From (Used in) Investing Activities ( 19,434,869 ) 92,687,646 ( 17,452,772 )
Net Cash From (Used in) Financing Activities 13,394,521 ( 17,227,090 ) ( 6,087,013 )
Supplemental Information:
Non-cash transactions include the transfer of portion of advances to a related party by offsetting it against the portion of the advances from a related
party in 2012 and decrease of the Group's ownership in Suntrust Properties, Inc. from 20% to 8% in 2012. These non-cash activities are not reflected
in the statements of cash flows.
1. CORPORATE INFORMATION
Suntrust Home Developers, Inc. (the Company or Parent Company) was incorporated
in the Philippines on January 18, 1956 to primarily engage in real estate development.
The Parent Company’s corporate life was extended for another 50 years starting
January 18, 2006. The Parent Company is presently engaged in leasing activity and is a
publicly listed entity in the Philippines.
The registered office of the Parent Company, which is also its principal place of
business, is located at the 6th Floor, The World Centre Building, 330 Sen. Gil Puyat
Avenue, Makati City.
The consolidated financial statements have been prepared on a going concern basis
since Megaworld commits to provide continuing financial support for its operating
expenses until such time that the Parent Company is able to successfully re-start its
commercial operations as a real estate developer.
Prior to June 2013, the Parent Company held 8% ownership interest in Suntrust
Properties, Inc. (SPI) which is presented as investment in available-for-sale (AFS)
financial asset. In June 2013, the Parent Company’s remaining ownership interest in
SPI was sold to Megaworld.
The Parent Company holds 100% ownership interest in First Oceanic Property
Management, Inc. (FOPMI). FOPMI, which is incorporated in the Philippines, is
engaged primarily in the management of real estate properties.
On the other hand, FOPMI holds 100% ownership interest in the shares of stock of
Citylink Coach Services Inc. (Citylink), a domestic company engaged in overland
transport, carriage, moving or haulage of passengers, fares, customers and commuters
as well as freight, cargo, articles, items, parcels, commodities, goods or merchandise by
means of coaches, buses, coasters, jeeps, cars and other similar means of transport.
The registered and principal place of business of FOPMI is located at 7th Floor Paseo
Center, 8757 Paseo de Roxas corner Sedeño Street, Makati City. The registered and
principal place of business of Citylink is located at G/F Parking Building, Service Road
2, McKinley Town Center, Bonifacio, Taguig City.
-2-
The significant accounting policies that have been used in the preparation of these
consolidated financial statements are summarized below and in the succeeding pages.
The policies have been consistently applied to all years presented, unless otherwise
stated.
The consolidated financial statements have been prepared using the measurement
bases specified by PFRS for each type of asset, liability, income and expense. The
measurement bases are more fully described in the accounting policies that follow.
In 2014, the Group adopted for the first time the following amendments and
interpretation to PFRS that are relevant to the Group and effective for financial
statements for the annual period beginning on or after January 1, 2014:
Discussed below and in the succeeding pages are the relevant information about
these amended standards and interpretations.
(v) Philippine Interpretation IFRIC 21, Levies. This interpretation clarifies that
the obligating event as one of the criteria under PAS 37, Provisions, Contingent
Liabilities and Contingent Assets, for the recognition of a liability for levy
imposed by a government is the activity described in the relevant legislation
that triggers the payment of the levy. Accordingly, the liability is recognized
in the financial statements progressively if the obligating event occurs over a
period of time and if an obligation is triggered on reaching a minimum
threshold, the liability is recognized when that minimum threshold is
reached. This amendment had no significant impact on the Group’s
consolidated financial statements.
-5-
(x) PFRS 9 (2014), Financial Instruments (effective from January 1, 2018). This
new standard on financial instruments will eventually replace PAS 39 and
PFRS 9 (2009, 2010 and 2013 versions). This standard contains, among
others, the following:
The accounting for embedded derivatives in host contracts that are financial
assets is simplified by removing the requirement to consider whether or not
they are closely related, and, in most arrangements, does not require
separation from the host contract.
-8-
For liabilities, the standard retains most of the PAS 39 requirements which
include amortized cost accounting for most financial liabilities, with
bifurcation of embedded derivatives. The amendment also requires changes
in the fair value of an entity’s own debt instruments caused by changes in its
own credit quality to be recognized in other comprehensive income rather
than in profit or loss.
The Group does not expect to implement and adopt PFRS 9 (2014) until its
effective date. In addition, management is currently assessing the impact of
PFRS 9 (2014) on the consolidated financial statements of the Group and it
will conduct a comprehensive study of the potential impact of this standard
prior to its mandatory adoption date to assess the impact of all changes.
(xi) IFRS 15, Revenue from Contracts with Customers. This standard will replace
PAS 18, Revenue, and PAS 11, Construction Contracts, the related Interpretations
on revenue recognition: IFRIC 13, Customer Loyalty Programmes, IFRIC 15,
Agreement for the Construction of Real Estate, IFRIC 18, Transfers of Assets from
Customers and Standing Interpretations Committee 31, Revenue – Barter
Transactions Involving Advertising Services, effective January 1, 2017. This new
standard establishes a comprehensive framework for determining when to
recognize revenue and how much revenue to recognize. The core principle
in the said framework is for an entity to recognize revenue to depict the
transfer of promised goods or services to the customer in an amount that
reflects the consideration to which the entity expects to be entitled in
exchange for those goods or services. This standard has not yet been
adopted in the Philippines; however, management is currently assessing the
impact of this standard on the Group’s consolidated financial statements in
preparation for the adoption of this standard in the Philippines.
The Parent Company obtains and exercises control through voting rights. The Group’s
consolidated financial statements comprise the accounts of the Parent Company and its
subsidiaries, after the elimination of material intercompany transactions. All
intercompany assets and liabilities, equity, income, expenses and cash flows relating to
transaction between entities under the Group, are eliminated in full on consolidation.
Unrealized profits and losses from intercompany transactions that are recognized in
assets are also eliminated in full. Intercompany losses that indicate impairment are
recognized in the consolidated financial statements.
The financial statements of the subsidiaries are prepared for the same reporting period
as the Parent Company, using consistent accounting principles. Adjustments are made
to bring into line any dissimilar accounting policies that may exist.
Subsidiaries are all entities (including structured entities) over which the Company has
control. The Company controls an entity when it is exposed, or has rights to, variable
returns from its involvement with the entity and has the ability to affect those returns
through its power over the entity. Subsidiaries are consolidated from the date the
Company obtains control.
The Company reassesess whether or not it controls an entity if facts and circumstances
indicate that there are changes to one or more of the three elements of controls indicated
above. Accordingly, entities are deconsolidated from the date that control ceases.
The acquisition method is applied to account for acquired subsidiaries. This requires
recognizing and measuring the identifiable assets acquired, the liabilities assumed and
any non-controlling interest in the acquiree. The consideration transferred for the
acquisition of a subsidiary is the fair values of the assets transferred, the liabilities
incurred and the equity interests issued by the Company, if any. The consideration
transferred also includes the fair value of any asset or liability resulting from a
contingent consideration arrangement. Acquisition-related costs are expensed as
incurred and subsequent change in the fair value of contingent consideration is
recognized directly in profit or loss.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business
combination are measured initially at their fair values at the acquisition date. On an
acquisition-by-acquisition basis, the Group recognizes any non-controlling interest in
the acquiree either at fair value or at the non-controlling interest’s proportionate share
of the acquiree’s net assets.
- 12 -
The excess of the consideration transferred, the amount of any non-controlling interest
in the acquiree and the acquisition-date fair value of any existing equity interest in the
acquiree over the acquisition-date fair value of the identifiable net assets acquired is
recognized as goodwill. If the consideration transferred is less than the fair value of the
net assets of the subsidiary acquired in the case of a bargain purchase, the difference is
recognized directly gain in profit or loss (see Note 2.11).
Financial assets are recognized when the Group becomes a party to the contractual
terms of the financial instrument. Financial assets other than those designated and
effective as hedging instruments are classified into the following categories: FVTPL,
held-to-maturity investments, loans and receivables and AFS financial assets. Financial
assets are assigned to the different categories by management on initial recognition,
depending on the purpose for which the investments were acquired.
Regular purchases and sales of financial assets are recognized on their trade date. All
financial assets that are not classified as FVTPL are initially recognized at fair value plus
any directly attributable transaction costs.
The Group’s financial assets are currently classified as loans and receivables.
Loans and receivables are non-derivative financial assets with fixed or determinable
payments that are not quoted in an active market. They arise when the Group provides
money or services directly to a debtor with no intention of trading the receivables. They
are included in current assets, except for maturities greater than 12 months after the end
of each reporting period, which are classified as non-current assets.
The Group’s financial assets categorized as loans and receivables are presented as Cash
and Cash Equivalents, Trade and Other Receivables (except Advances to employees)
and Due from Related Parties in the consolidated statement of financial position. Cash
and cash equivalents are defined as cash on hand, demand deposits and short-term,
highly liquid investments with original maturities of three months or less, readily
convertible to known amounts of cash and which are subject to insignificant risk of
changes in value.
Loans and receivables are subsequently measured at amortized cost using the effective
interest method, less impairment loss, if any. Impairment loss is provided when there is
objective evidence that the Company will not be able to collect all amounts due to it in
accordance with the original terms of the receivables. The amount of the impairment
loss is determined as the difference between the assets’ carrying amount and the present
value of estimated future cash flows (excluding future credit losses that have not been
incurred), discounted at the financial asset’s original effective interest rate or current
effective interest rate determined under the contract if the loan has a variable interest
rate.
The carrying amount of the asset shall be reduced either directly or through the use of an
allowance account. The amount of the loss shall be recognized in profit or loss.
- 13 -
If in a subsequent period, the amount of the impairment loss decreases and the decrease
can be related objectively to an event occurring after the impairment was recognized
(such as an improvement in the debtor’s credit rating), the previously recognized
impairment loss is reversed by adjusting the allowance account. The amount of the
reversal is recognized in the profit or loss.
All income and expenses, including impairment losses, relating to financial assets that
are recognized in profit or loss are presented as part of Finance Income or Finance
Cost in the consolidated statements of income.
Non-compounding interest, dividend income and other cash flows resulting from
holding financial assets are recognized in profit or loss when earned, regardless of how
the related carrying amount of financial assets is measured.
The financial assets are derecognized when the contractual rights to receive cash flows
from the financial instruments expire, or when the financial assets and all substantial
risks and rewards of ownership have been transferred to another party. If the Company
neither transfers nor retains substantially all the risks and rewards of ownership and
continues to control the transferred asset, the Company recognizes its retained interest
in the asset and an associated liability for amounts it may have to pay. If the Company
retains substantially all the risks and rewards of ownership of a transferred financial
asset, the Company continues to recognize the financial asset and also recognizes a
collateralized borrowing for the proceeds received.
Other current assets pertain to other resources controlled by the Group as a result of
past events. They are recognized in the consolidated financial statements when it is
probable that the future economic benefits will flow to the entity and the asset has a
cost or value that can be measured reliably.
Other recognized assets of similar nature, where future economic benefits are expected
to flow to the Group beyond one year after the end of the reporting period are
classified as non-current assets.
Investment property pertains to condominium units held for rent and for capital
appreciation. Condominium units are stated at cost, less accumulated depreciation and
accumulated impairment losses, if any.
The cost of investment property comprises the acquisition cost or construction cost and
other directly attributable costs for bringing the asset to working condition for its
intended use. Expenditures for additions and major improvements are capitalized while
expenditures for repairs and maintenance are charged to expense when incurred.
Property and equipment are stated at cost less accumulated depreciation and
amortization and any impairment in value.
The cost of an asset comprises its purchase price and directly attributable costs of
bringing the asset to working condition for its intended use. Expenditures for
additions, major improvements and renewals are capitalized while expenditures for
repairs and maintenance are charged to expense as incurred.
Depreciation is computed on the straight-line basis over the estimated useful lives of
the assets as follows:
Leasehold improvements are amortized over their estimated useful life of three years or
the term of the lease, whichever is shorter.
Fully depreciated and amortized assets are retained in the accounts until they are no
longer in use and no further change for depreciation and amortization is made in
respect of these assets.
An asset’s carrying amount is written down immediately to its recoverable amount if the
asset’s carrying amount is greater than its estimated recoverable amount (see Note 2.16).
The residual values, estimated useful lives and method of depreciation of property and
equipment are reviewed and adjusted, if appropriate, at the end of each reporting
period.
An item of property and equipment, including the related accumulated depreciation and
any impairment losses, is derecognized upon disposal or when no future economic
benefits are expected to arise from the continued use of the asset. Any gain or loss
arising from the derecognition of the asset (calculated as the difference between the net
disposal proceeds and the carrying amount of the item) is included in profit or loss in
the year the item is derecognized.
Intangible assets, presented as part of other Other Non-current Assets account in the
consolidated statements of financial position, pertain acquired computer software
applications used in operation and administration which are accounted for under the
cost model. The cost of the asset is the amount of cash or cash equivalents paid or the
fair value of the other considerations given to acquire an asset at the time of its
acquisition. Capitalized costs are amortized on a straight-line basis over an estimated
useful life of five years as these intangible assets are considered finite. In addition,
intangible assets are subject to impairment testing as described in Note 2.16.
Amortization commences upon completion of the asset.
- 15 -
Acquired computer software licenses are capitalized on the basis of the costs incurred to
acquire and install the specific software for its intended use. Costs associated with
maintaining computer software are expensed as incurred.
When an intangible asset is disposed of, the gain or loss on disposal is determined as
the difference between the proceeds and the carrying amount of the asset and is
recognized in profit or loss.
The financial liabilities of the Group include Trade and Other Payables (excluding
customers’ deposits and tax-related payables) and Due to Related Parties.
Financial liabilities are recognized when the Group becomes a party to the contractual
terms of the instrument. All interest-related charges are recognized as an expense under
the caption Finance Costs in the consolidated statement of income.
Trade and other payables and due to related parties are recognized initially at their fair
value and subsequently measured at amortized cost, using the effective interest method
for maturities beyond one year, less settlement payments.
Financial assets and liabilities are offset and the resulting net amount, considered as a
single financial asset or financial liability, is reported in the consolidated statement of
financial position when there is a legally enforceable right to set off the recognized
amounts and there is an intention to settle on a net basis, or realize the asset and settle
the liability simultaneously. The right of set-off must be available at the end of the
reporting period, that is, it is not contingent on future event. It must also be
enforceable in the normal course of business, in the event of default, and in the event of
insolvency or bankruptcy; and must be legally enforceable for both entity and all
counterparties to the financial instruments.
- 16 -
Business acquisitions are accounted for using the acquisition method of accounting.
Goodwill represents the excess of the cost of an acquisition over the fair value of the
Company’s share of the net identifiable assets of the acquired subsidiary at the date of
acquisition. Subsequent to initial recognition, goodwill is measured at cost less any
accumulated impairment losses. Goodwill is tested annually for impairment and carried
at cost less accumulated impairment losses. Impairment losses on goodwill are not
reversed.
Negative goodwill, if any, which is the excess of the Company’s interest in the net fair
value of acquired identifiable assets, liabilities, and contingent liabilities over cost, is
charged directly to income.
Gains and losses on the disposal of an interest in a subsidiary include the carrying
amount of goodwill relating to it.
Operating segments are reported in a manner consistent with the internal reporting
provided to the Group’s strategic steering committee; its chief operating
decision-maker. The strategic steering committee is responsible for allocating resources
and assessing performance of the operating segments.
In identifying its operating segments, management generally follows the Group’s service
lines as disclosed in Note 4, which represent the main services provided by the Group.
Each of these operating segments is managed separately as each of these service lines
requires different technologies and other resources as well as marketing approaches. All
inter-segment transfers are carried out at arm’s length prices.
The measurement policies the Group uses for segment reporting under
PFRS 8 are the same as those used in its consolidated financial statements. In addition,
corporate assets which are not directly attributable to the business activities of any
operating segment are not allocated to a segment.
- 17 -
There have been no changes from prior periods in the measurement methods used to
determine reported segment profit or loss.
Provisions are recognized when present obligations will probably lead to an outflow of
economic resources and they can be estimated reliably even if the timing or amount of
the outflow may still be uncertain. A present obligation arises from the presence of a
legal or constructive commitment that has resulted from past events.
Provisions are measured at the estimated expenditure required to settle the present
obligation, based on the most reliable evidence available at the end of the reporting
period, including the risks and uncertainties associated with the present obligation.
Where there are a number of similar obligations, the likelihood that an outflow will be
required in settlement is determined by considering the class of obligations as a whole.
When time value of money is material, long-term provisions are discounted to their
present values using a pretax rate that reflects market assessments and the risks specific
to the obligation. The increase in the provision due to passage of time is recognized as
interest expense. Provisions are reviewed at the end of each reporting period and
adjusted to reflect the current best estimate.
In those cases where the possible outflow of economic resource as a result of present
obligations is considered improbable or remote, or the amount to be provided for
cannot be measured reliably, no liability is recognized in the consolidated financial
statements. Similarly, possible inflows of economic benefits to the Group that do not
yet meet the recognition criteria of an asset are considered contingent assets, hence, are
not recognized in the consolidated financial statements. On the other hand, any
reimbursement that the Group can be virtually certain to collect from a third party with
respect to the obligation is recognized as a separate asset not exceeding the amount of
the related provision.
Revenue comprises of income from rental and the rendering of services measured by
reference to the fair value of consideration received or receivable by the Group for
services rendered excluding value added tax (VAT).
Revenue is recognized to the extent that the revenue can be reliably measured; it is
probable that the economic benefits will flow to the Group; and the costs incurred or to
be incurred can be measured reliably. In addition, the following specific recognition
criteria must also be met before revenue is recognized:
(b) Rental income – Revenue is recognized on a straight-line basis over the duration of
the lease term (see Note 2.15). For tax purposes, rental income is recognized
based on the contractual terms of the lease.
(c) Service income – Revenue is recognized when the services related to technical
projects, telephone services and transport of passengers have been substantially
rendered.
- 18 -
(d) Interest Income – Revenue is recognized as the interest accrues taking into account
the effective yield on the asset.
Costs and expenses are recognized in profit or loss upon utilization of goods or services
or at the date they are incurred. Finance costs are reported in profit or loss on accrual
basis.
2.15 Leases
Leases which do not transfer to the Group substantially all the risks and benefits
of ownership of the asset are classified as operating leases. Operating lease
payments (net of any incentive received from the lessor) are recognized as
expense in the consolidated statements of income on a straight-line basis over the
lease term. Associated costs, such as repairs and maintenance and insurance, are
expensed as incurred.
Leases which do not transfer to the lessee substantially all the risks and benefits of
ownership of the asset are classified as operating leases. Lease income from
operating leases is recognized in profit or loss on a straight-line basis over the
lease term.
The Group determines whether an arrangement is, or contains, a lease based on the
substance of the arrangement. It makes an assessment of whether the fulfillment of the
arrangement is dependent on the use of a specific asset or assets and the arrangement
conveys a right to use the asset.
The Group’s property and equipment, investment property and other non-financial
assets are subject to impairment testing. All other individual assets are tested for
impairment whenever events or changes in circumstances indicate that the carrying
amount may not be recoverable.
For purposes of assessing impairment, assets are grouped at the lowest levels for which
there are separately identifiable cash flows (cash-generating units). As a result, assets are
tested for impairment either individually or at the cash-generating unit level.
Impairment loss is recognized for the amount by which the asset’s or cash-generating
unit’s carrying amount exceeds its recoverable amounts which is the higher of its fair
value less costs to sell and its value in use. In determining value in use, management
estimates the expected future cash flows from each cash-generating unit and determines
the suitable interest rate in order to calculate the present value of those cash flows. The
data used for impairment testing procedures are directly linked to the Group’s latest
approved budget, adjusted as necessary to exclude the effects of asset enhancements.
Discount factors are determined individually for each cash-generating unit and reflect
management’s assessment of respective risk profiles, such as market and asset-specific
risk factors.
- 19 -
All assets are subsequently reassessed for indications that an impairment loss previously
recognized may no longer exist. An impairment loss is reversed if the asset’s or cash
generating unit’s recoverable amount exceeds its carrying amount.
Compensated absences are recognized for the number of paid leave days
(including holiday entitlement) remaining at the end of the reporting period. They
are included in Trade and Other Payables account in the consolidated statement
of financial position at the undiscounted amount that the Group expects to pay as
a result of the unused entitlement.
Tax expense recognized in profit or loss comprises the sum of deferred tax and current
tax not recognized in other comprehensive income or directly in equity, if any.
Current tax assets or liabilities comprise those claims from, or obligations to, fiscal
authorities relating to the current or prior reporting period, that are uncollected or
unpaid at the end of reporting period. They are calculated using the tax rates and tax
laws applicable to the fiscal periods to which they relate, based on the taxable profit for
the year. All changes to current tax assets or liabilities are recognized as a component
of tax expense in profit or loss.
Deferred tax is accounted for using the liability method on temporary differences at the
end of each reporting period between the tax base of assets and liabilities and their
carrying amounts for financial reporting purposes. Under the liability method, with
certain exceptions, deferred tax liabilities are recognized for all taxable temporary
differences and deferred tax assets are recognized for all deductible temporary
differences and the carryforward of unused tax losses and unused tax credits to the
extent that it is probable that taxable profit will be available against which the deductible
temporary differences can be utilized. Unrecognized deferred tax assets are reassessed
at the end of each reporting period and are recognized to the extent that it has become
probable that future taxable profit will be available to allow such deferred tax assets to
be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply
in the period when the asset is realized or the liability is settled, provided such tax rates
have been enacted or substantially enacted at the end of the reporting period.
The carrying amount of deferred tax assets is reviewed at the end of each reporting
period and reduced to the extent that it is probable that sufficient taxable profit will be
available to allow all or part of the deferred tax asset to be utilized.
- 21 -
Most changes in deferred tax assets or liabilities are recognized as a component of tax
expense in profit or loss, except to the extent that it relates to items recognized in other
comprehensive income or directly in equity. In this case, the tax is also recognized in
other comprehensive income or directly in equity, respectively.
Deferred tax assets and deferred tax liabilities are offset if the Group has a legally
enforceable right to set off current tax assets against current tax liabilities and the
deferred taxes relate to the same entity and the same taxation authority.
Related party transactions are transfers of resources, services or obligations between the
Group and its related parties, regardless whether a price is charged.
Parties are considered to be related if one party has the ability to control the other party
or exercise significant influence over the other party in making financial and operating
decisions. These parties include: (a) individuals owning, directly or indirectly through
one or more intermediaries, control or are controlled by, or under common control
with the Group; (b) associates; and, (c) individuals owning, directly or indirectly, an
interest in the voting power of the Group that gives them significant influence over the
Group and close members of the family of any such individual.
2.20 Equity
Capital stock represents the nominal value of shares that have been issued.
Subscription receivable represents the unpaid portion of the subscribed capital stock
due from stockholders.
Deficit includes all current and prior period results of operations as disclosed in the
consolidated statement of income.
Basic earnings per share (EPS) is computed by dividing net profit by the weighted
average number of common shares subscribed and issued during the year adjusted
retroactively for any stock dividend, stock split or reverse stock split declared in the
current year, if any.
Diluted EPS is computed by adjusting the weighted average number of ordinary shares
outstanding to assume conversion of dilutive potential shares. Currently, the Group
does not have dilutive potential shares outstanding; thus, dilutive earnings per share is
the same to the basic earnings per share.
- 22 -
Any post-year-end event that provides additional information about the Group’s
consolidated financial position at the end of the reporting period (adjusting event) is
reflected in the consolidated financial statements. Post-year-end events that are not
adjusting events, if any, are disclosed when material to the consolidated financial
statements.
In the process of applying the Group’s accounting policies, management has made the
following judgments, apart from those involving estimation, which have the most
significant effect on the amounts recognized in the consolidated financial statements:
The Group has entered into various lease agreements either as a lessor or as
lessee. Critical judgment was exercised by management to distinguish each lease
agreement as either an operating or finance lease by looking at the transfer or
retention of significant risk and rewards of ownership of the properties covered
by the agreements. Failure to make the right judgment will result in either
overstatement or understatement of assets and liabilities.
Management has determined that the Group’s current lease agreements are
operating leases.
The following are the key assumptions concerning the future, and other key sources of
estimation uncertainty at the end of the reporting period, that have a significant risk of
causing a material adjustment to the carrying amounts of assets and liabilities within the
next financial year:
(a) Estimating Useful Lives of Condominium Units (presented under Investment Property),
Property and Equipment and Computer Software
The Group estimates the useful lives of property and equipment, condominium
units and computer software based on the period over which the assets are
expected to be available for use. The estimated useful lives of these assets are
reviewed periodically and are updated if expectations differ from previous
estimates due to physical wear and tear, technical or commercial obsolescence and
legal or other limits on the use of the assets.
The carrying value of trade and other receivables and the analysis of allowance for
impairment on such financial assets are shown in Note 6.
The Group reviews its deferred tax assets at the end of each reporting period and
reduces the carrying amount to the extent that it is no longer probable that
sufficient taxable profit will be available to allow all or part of the deferred tax
assets to be utilized. Based on management’s assessment, the Group has assessed
that the deferred tax assets recognized as at December 31, 2014 and 2013 will be
fully utilized in the coming years. The carrying amount of deferred tax assets as of
those dates is disclosed in Note 13.
- 24 -
On initial recognition, the assets and liabilities of the acquired business and the
consideration paid for them are included in the consolidated financial statements
at their fair values. In measuring fair value, management uses estimates of future
cash flows and discount rates. Any subsequent change in these estimates would
affect the amount of goodwill, if any, if the change qualifies as a measurement
period adjustment. Any other change would be recognized in profit or loss in the
subsequent period.
- 25 -
4. SEGMENT REPORTING
The Group’s operating businesses are organized and managed separately according to
the services provided, with each segment represent unit that offers different services
and serves different markets. For management purposes, the Group is organized into
two major business segments, namely property management and rental and other
activities. These are also the basis of the Group in reporting to its strategic steering
committee for its strategic decision-making activities.
(b) Rental and Others – consists of rental from leasing activity of Parent Company
and transportation services of CityLink.
Segment assets include all operating assets used by a segment and consist principally of
operating cash, receivables, net of allowances and due from related parties. Segment
liabilities include all operating liabilities and consist principally of trade and other
payables, due to related parties and retirement benefit obligation.
The business segment information of the Group as of and for the years ended
December 31, 2014, 2013 and 2012 follows:
2013
Revenues:
Management fees P 232,055,178 P - P 232,055,178
Gain on sale of available-for-sale
financial assets - 20,627,768 20,627,768
Service income - 15,556,533 15,556,533
Rental income - 9,364,826 9,364,826
Finance income 1,494,155 817,285 2,311,440
Others 2,960,363 11,809 2,972,172
Gross revenues 236,509,696 46,378,221 282,887,917
Expenses 227,873,005 23,806,874 251,679,879
Finance costs 6,682,086 2,250 6,684,336
Profit before tax 1,954,605 22,569,097 24,523,702
Tax expense 497,194 4,450,484 4,947,678
2012
Revenues:
Management fees P 180,998,803 P - P 180,998,803
Service income - 11,909,881 11,909,881
Rental income - 8,380,582 8,380,582
Finance income 2,780,848 443,911 3,224,759
Others 160,043 4,364,053 4,524,096
Gross revenues 183,939,694 25,098,427 209,038,121
Expenses 169,789,595 22,281,330 192,070,925
Finance costs 8,209,242 - 8,209,242
Profit before tax 5,940,857 2,817,097 8,757,954
Tax expense 2,436,458 24,095 2,460,553
Cash and cash equivalents include the following components as of December 31:
2014 2013
P 230,662,973 P 172,226,157
Cash in banks generally earn interest based on daily bank deposit rates.
Short-term placements are made for varying periods from 15 to 90 days and earn
effective interest ranging from 1.00% to 1.75% and 1.00% to 4.00% in 2014 and 2013,
respectively.
- 27 -
2014 2013
Current:
Trade receivables P 98,699,380 P 80,497,779
Car and housing loans
receivables 3,856,383 1,482,362
Advances to employees 2,817,431 3,108,269
Others 1,434,117 3,989,301
106,807,311 89,077,711
Allowance for impairment ( 13,636,459 ) ( 6,678,996 )
93,170,852 82,398,715
Non-current –
Car and housing loans
receivables 3,572,845 6,525,815
P 96,743,697 P 88,924,530
Trade receivables are usually due within 30 to 60 days and do not bear any interest. All
trade receivables are subject to credit risk exposure. However, the Group does not
identify specific concentrations of credit risk with regard to trade and other receivables,
as the amounts recognized resemble a large number of receivables from various
customers.
All of the Group’s trade and other receivables have been reviewed for indicators of
impairment. Certain receivables were found to be impaired; hence, adequate amounts
of allowance for impairment have been recognized. Additional impairment loss
amounting to P7.0 million was recognized in 2014 and is presented as part of Finance
Costs in the 2014 consolidated statement of income.
- 28 -
7. OTHER ASSETS
2014 2013
Current:
Input VAT - net P 5,478,044 P 5,366,880
Advances to contractors 2,046,118 1,688,455
Prepaid expenses 1,713,728 21,505
Tax credits 227,389 263,681
Others 233,485 125,383
9,698,764 7,465,904
Non-current:
Computer software - net 2,045,775 3,523,896
Security deposits 694,666 721,666
Rental deposits 403,995 398,995
Investments - 585,731
Others 235,848 28,209
3,380,284 5,258,497
P 13,079,048 P 12,724,401
The gross carrying amounts and accumulated depreciation and amortization of property
and equipment at the beginning and end of 2014 and 2013 are shown below.
Office and
Transportation Communication Furniture Leasehold
Equipment Equipment and Fixtures Improvements Total
Office and
Transportation Communication Furniture Leasehold
Equipment Equipment and Fixtures Improvements Total
January 1, 2013
Cost P 42,668,885 P 15,264,343 P 1,230,925 P 8,591,417 P 67,755,570
Accumulated depreciation
and amortization ( 38,482,351 ) ( 12,426,003 ) ( 1,050,031 ) ( 4,582,989 ) ( 56,541,374 )
The cost of the Group’s fully depreciated property and equipment that are still being
used in operations amounted to P25.2 million and P21.5 million as of December 31,
2014 and 2013, respectively.
- 30 -
9. INVESTMENT PROPERTY
The gross carrying amounts and accumulated depreciation of investment property at the
beginning and end of 2014 and 2013 are shown below.
2014 2013
Rental income from condominium units under operating lease agreements not
exceeding one year, amounted to P1.3 million in 2014, 2013 and 2012, and is presented
as part of Rental Income in the consolidated statements of income. There was no
contingent rent recognized as of those dates. The operating lease commitments of the
Group as a lessor are fully disclosed in Note 17.2.
There are no direct operating expenses incurred with respect to investment property
except for depreciation charges presented as Cost of Services in the consolidated
statements of income (see Note 11).
The fair market values of these properties are P32.8 million, and P35.9 million as of
December 31, 2014, and 2013, respectively. These are determined by calculating the
present value of the cash inflows anticipated until the end of the life of the investment
property using a discount rate of 10% both in 2014 and 2013.
Other information about the fair value measurement and disclosures related to the
investment property are presented in Note 20.
- 31 -
P 87,254,280 P 71,823,167
Non-trade payable pertains to a liability payable on demand to a third party which was
initially payable to Empire East Land Holdings, Inc. (EELHI), a related party under
common ownership.
Accrued expenses mainly include utilities, professional fees and other accruals.
Others include rentals, office supplies, entertainment costs, repairs and maintenance,
dues and charges, insurance, trainings and seminars and printing and photocopying.
Expenses recognized as salaries and employee benefits (see Note 11) are presented
below.
The Parent Company has not yet established a formal post-employment benefit plan
and does not accrue post-employment benefits for its two employees due to
insignificance of the amount. However, the Parent Company’s subsidiary maintains an
unfunded non-contributory post-employment benefit plan covering all its regular
full-time employees.
Actuarial valuations are made annually to update the retirement benefit costs and
the amount of contributions. All amounts presented below are based on the
actuarial valuation report obtained from an independent actuary in 2014 and 2013.
2014 2013
The net interest expense is included in Finance Costs under Cost and Expenses section
in the consolidated statements of income.
Amounts recognized in other comprehensive income were included within items that
will not be reclassified subsequently to profit or loss.
2014 2013
Assumptions regarding future mortality are based on published statistics and mortality
tables. The average expected remaining working life of employees retiring at 60 is 22
for both male and female. These assumptions were developed by management with the
assistance of an independent actuary. Discount factors are determined close to the end
of each reporting period by reference to the interest rates of a zero coupon government
bonds with terms to maturity approximating to the terms of the
post-employment obligation. Other assumptions are based on current actuarial
benchmarks and management’s historical experience.
The Group has yet to determine the amount of contribution to its retirement benefit
plan in the future.
- 34 -
The plan exposes the Group to actuarial risks such as interest rate risk, longevity
risk and salary risk.
The present value of the defined benefit obligation is calculated using a discount
rate determined by reference to market yields of government bonds. Generally, a
decrease in the interest rate of a reference government bonds will increase the
plan obligation.
The following table summarizes the effects of changes in the significant actuarial
assumptions used in the determination of the defined benefit obligation:
Impact on Post-employment Benefit Obligation
Change in Increase in Decrease in
Assumption Assumption Assumption
The methods and types of assumptions used in preparing the sensitivity analysis
did not change compared to the previous years.
- 35 -
The Group has no formal retirement benefit plan as of December 31, 2014;
hence, it does not expect to make any contributions in 2015.
The maturity profile of undiscounted expected benefit payments for the next ten
years as of December 31, 2014 are as follows:
2014 2013
P 18,591,873 P 15,389,264
The weighted average duration of the defined benefit obligation at the end of the
reporting period is 20 years.
13. TAXES
The components of tax expense relating to profit or loss and other comprehensive
income follow:
A reconciliation of tax on pretax profit computed at the applicable statutory rates to tax
expense reported in the consolidated statements of income is as follows:
The Parent Company and CityLink did not recognize deferred tax assets on the
following valuation allowance based on management’s evaluation that such deferred tax
assets may not be recovered in future years:
2014 2013
Amount Tax Effect Amount Tax Effect
The details of NOLCO, which can be claimed as deduction by the Parent Company and
CityLink from future taxable income within three years from the year such loss was
incurred, are shown below.
The breakdown of MCIT which can be claimed as a credit against the Parent Company’s
and Citylink’s RCIT is as follows:
The deferred tax assets recognized by FOPMI as of December 31, 2014 and 2013 relate
to the following:
2014 2013
P 51,817,246 P 39,634,765
Consolidated Consolidated
Profit or Loss Other Comprehensive Income
2014 2013 2012 2014 2013 2012
Retirement benefit
obligation P 5,887,712 P 11,376,672 P 5,572,564 P 4,207,530 ( P 9,771,444) P 4,399,546
Allowance for
impairment 2,087,239 - - - - -
In 2014, 2013 and 2012, the Group opted to continue claiming itemized deductions in
computing for its income tax due.
The Group’s transactions with related parties, which include a stockholder, related
parties by common ownership and the Group’s key management, are described below.
2014 2013
Related Party Amount of Outstanding Amount of Outstanding
Category Notes Transaction Balance Transaction Balance
Stockholder:
Subscription receivable 14.1 P - P 187,500,000 P - P 187,500,000
Payment of advances 14.3 - 6,364,603 ( 22,552,992 ) 6,364,603
Sale of AFS securities 14.5 - - 117,809,201 -
On November 11, 2005, the BOD approved the increase in the Company’s authorized
capital stock by P1.0 billion divided into 1,000,000,000 shares at P1.0 par value per
share. Out of the total increase, 25% was subscribed by one of the investors with a
total value of P250.0 million, of which P62.5 million was paid to the Company
representing 25% of the subscription. The subscription receivable, which is unsecured
and noninterest-bearing, remains outstanding as of December 31, 2014 and 2013.
The Group grants unsecured and noninterest-bearing cash advances to its related
parties for working capital requirements. These advances have no repayment terms and
are payable on demand. The details of due from related parties as of
December 31, 2014 and 2013 is as follows:
2014 2013
P 46,268,824 P 36,649,714
2014 2013
The Group obtains unsecured, and noninterest-bearing advances from Megaworld and
related parties under common ownership for working capital purposes. These advances
have no repayment terms and payable on demand.
2014 2013
P 90,702,023 P 77,307,502
- 39 -
2014 2013
The subsidiary has existing agreements with related parties under common ownership
for the lease of its office facilities for a period of 12 months renewable annually at the
subsidiary’s option. Rental charges arising from these transactions are presented as
Others under Operating Expenses account in the consolidated statements of income
(see Note 11). The unpaid rentals are shown as part of Others under Trade and Other
Payables account in the consolidated statements of financial position (see Note 10).
In June 2013, the Parent Company sold its remaining investment in SPI to Megaworld
for a consideration of P117.8 million, the related gain on sale of investment amounting
to P20.6 million is presented as Gain on Sale of Available-for-Sale Financial Asset in the
2013 consolidated statement of income.
The compensation of Group’s key management personnel in 2014 and 2013 is broken
down as follows:
2014 2013
P 9,371,065 P 6,621,537
The Group has no potentially dilutive shares as of the end of each reporting period.
16. EQUITY
On June 9, 2006, the SEC approved the listing of the Company’s shares totalling
P2.0 billion. The shares were initially issued at an offer price of P1.00 per share. There
was no additional listing of shares subsequent to initial listing. As of
December 31, 2014 and 2013, there are 1,616 and 1,631 holders of the listed shares,
respectively, which closed at P1.15 and P0.89 per share, respectively.
On August 14, 2013, the BOD approved a pre-emptive rights offer to holders of its
common shares which will entitle them to subscribe to 2.5 new shares for every
common share held as of record date, to be set by the Company after approval by the
Philippine Stock Exchange (PSE) of the listing of the rights shares.
The rights shares will be offered at the price of one peso per share, equivalent to the par
value of the Company’s common shares. 25% of the subscription price shall be payable
upon submission of the application for subscription and the balance of 75% shall be
payable upon call by the BOD to be made not later than three years from the approval
by the stockholders of the increase in capital stock. Subscribers shall have the option of
paying 100% of the subscription price upon application for subscription.
Proceeds of the rights offer will be used to fund various investment opportunities. As
of December 31, 2014, the said issuance of stock rights has not yet been approved by
the PSE.
In September and November 2014, the BOD and the stockholders, respectively,
approved an increase in authorized capital stock from 3.0 billion common shares with
par value of P1 per share to 23.0 billion common shares with par value of P1 per share.
As of December 31, 2014, the application for the increase in authorized capital stock
has not been filed with the SEC.
- 41 -
The Group is a lessee under several operating leases covering its office facilities. The
lease agreements have terms ranging from one month to one year and renewable upon
the terms and conditions as may be agreed by the parties. The future minimum rentals
payable within one year under these operating leases as of December 31, 2014, 2013 and
2012 amounted to P2.7 million, P1.0 million and P0.9 million, respectively. Total rental
expense in 2014, 2013 and 2012 from these operating leases shown as part of Others
under Operating Expenses account in the consolidated statements of income amounted
to P1.3 million, P1.0 million and P0.6 million, respectively (see Note 11).
The Group is a lessor under several operating leases covering its condominium units.
The lease agreements have terms ranging from one month to one year and renewable
upon the terms and conditions as may be agreed by the parties. The future minimum
rentals receivable within one year under these operating leases as of December 31, 2014
and 2013 amounted to P0.4 million and P0.8 million, respectively. Total rental income
in 2014, 2013 and 2012 from these operating leases shown as part of Rental Income
under Revenues account in the consolidated statements of income amounted to
P1.3 million both in 2014, 2013 and 2012.
Also, the Group is a lessor under various service transport lease agreements covering its
transportation equipment. The lease agreements are short-term in nature but can be
renewed upon mutual agreements by the parties and; accordingly, no future minimum
rental receivables are disclosed. Total rental from these lease agreements amounted to
P7.4 million, P8.1 million and P7.1 million in 2014, 2013 and 2012, respectively, and is
presented as part of Rental Income account under Revenues section in the consolidated
statements of income.
17.3 Others
The Group has other commitments and contingencies that may arise in the normal
course of the Group’s operations which have not been reflected in the consolidated
financial statements. Management is of the opinion that losses, if any, from these other
commitments will not have material effects on the Group’s consolidated financial
statements.
The Group does not actively engage in the trading of financial assets for speculative
purposes nor does it write options. The financial risks to which the Group is exposed
to are described below.
As at December 31, 2014 and 2013, the Group is exposed to changes in market interest
rates through its cash and cash equivalents which are subject to variable interest rates
(see Note 5).
The following illustrates the sensitivity of the profit before tax and preacquisition loss in
2014 and 2013 to a reasonably possible change in interest rates of +/- 3.80% and
+/- 4.05%, respectively, with effect from the beginning of the year. This percentage
has been determined based on the average market volatility in interest rate in the
previous 12 months, estimated at 95% level of confidence.
Credit risk is the risk that a counterparty may fail to discharge an obligation to the
Group. Generally, the maximum credit risk exposure of financial assets is the carrying
amount of the financial assets as shown on the consolidated statements of financial
position or in the detailed analysis provided in the notes to consolidated financial
statements. As of December 31, 2014 and 2013, the Group has the following financial
assets:
P 370,858,063 P 294,692,132
None of the Group’s financial assets are secured by collateral or other credit
enhancements except for cash and cash equivalents as described below.
The credit risk for cash and cash equivalents is considered negligible, since the
counterparties are reputable banks with high quality external credit ratings. Cash
in bank, which are insured by the Philippine Deposit Insurance Corporation up to
a maximum coverage of P500,000 per depositor per banking unit as provided for
under Republic Act 9302, Charter of Philippine Deposit Insurance Corporation, are still
subject to credit risk.
- 43 -
In respect of trade and other receivables, the Group is not exposed to any
significant credit risk exposure to any single counter party or any group of
counterparties having similar characteristics. Based on historical default rates, the
balance of receivables, which are not impaired relates to reputable companies that
have a good track record with the Group.
Some of the unimpaired trade receivables are past due as at the end of the
reporting period. No other financial assets are past due at the end of the
reporting period. Trade receivables that are past due but not impaired as of
December 31, 2014 and 2013 are shown below.
2014 2013
P 78,229,733 P 79,197,856
In respect of due from related parties, the Group is not exposed to any significant
credit risk exposure because management considers the credit quality of
receivables from related parties to be good.
The Group manages its liquidity needs by carefully monitoring scheduled debt servicing
payments for long-term financial liabilities as well as cash outflows due in a day-to-day
business. Liquidity needs are monitored in various time bands, on a day-to-day and
week-to-week basis, as well as on the basis of a rolling 30-day projection. Long-term
liquidity needs for a six months and one year period are identified monthly.
The Group maintains cash to meet its liquidity requirements for up to 60-day periods.
Excess cash are invested in time deposits. Funding for long-term liquidity needs is
additionally secured by an adequate amount of committed credit facilities.
As at December 31, 2014, the Group’s consolidated financial liabilities have contractual
maturities which are presented below.
within
6 months 6 - 12 months
P 138,399,819 P 30,646,606
- 44 -
As at December 31, 2013, the Group consolidated financial liabilities have contractual
maturities which are presented below.
within
6 months 6 - 12 months
P 106,853,662 P 30,132,573
The Group does not have noncurrent financial liabilities as of December 31, 2014.
The above contractual maturities reflect the gross cash flows, which may differ from the
carrying values of the liabilities at the end of each reporting periods.
The carrying amounts and fair values of the categories of financial assets and financial
liabilities presented in the consolidated statements of financial position are shown
below.
2014 2013
Notes Carrying Values Fair Values Carrying Values Fair Values
Financial Assets
Loan and receivables:
Cash and cash equivalents 5 P 230,662,973 P 230,662,973 P 172,226,157 P 172,226,157
Trade and other receivables 6 93,926,266 93,926,266 85,816,261 85,816,261
Due from related parties 14.2 46,268,824 46,268,824 36,649,714 36,649,714
Financial liabilities
Financial liabilities at amortized cost:
Trade and other payables 10 P 78,344,402 P 78,344,402 P 59,678,733 P 59,678,733
Due to related parties 14.3 90,702,023 90,702,023 77,307,502 77,307,502
See Notes 2.4 and 2.9 for a description of the accounting policies for each category of
financial instruments. A description of the Group’s risk management objectives and
policies for financial instruments is provided in Note 18.
- 45 -
The Group does not have relevant offsetting arrangements, except as disclosed in
Notes 14.2 and 14.3. Currently, all other financial assets and financial liabilities are
settled on a gross basis; however, each party to the financial instrument (particularly
related parties) will have the option to settle all such amounts on a net basis in the event
of default of the other party through approval by both parties’ BOD and shareholders.
As such, the Group’s outstanding receivables from and payables to the same related
parties can be potentially offset to the extent of their corresponding outstanding
balances.
(a) Level 1: quoted prices (unadjusted) in active markets for identical assets or
liabilities that an entity can access at the measurement date;
(b) Level 2: inputs other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e.,
derived from prices); and,
(c) Level 3: inputs for the asset or liability that are not based on observable market
data (unobservable inputs).
The level within which the asset or liability is classified is determined based on the
lowest level of significant input to the fair value measurement.
For purposes of determining the market value at Level 1, a market is regarded as active
if quoted prices are readily and regularly available from an exchange, dealer, broker,
industry group, pricing service, or regulatory agency, and those prices represent actual
and regularly occurring market transactions on an arm’s length basis.
20.2 Financial Instruments Measured at Amortized Cost for which Fair Value is
Disclosed
The Group’s financial assets which are not measured at fair value in the 2014
consolidated statement of financial position but for which fair value is disclosed include
cash and cash equivalents, which are categorized as Level 1, and trade and other
receivables and due from related parties, which are categorized as Level 3. Financial
liabilities which are not measured at fair value but for which fair value is disclosed
pertain to trade and other payables and due to related parties which are categorized
under Level 3.
- 46 -
For financial assets with fair values included in Level 1, management considers that the
carrying amounts of these financial instruments approximate their fair values due to
their short-term duration.
The fair values of the financial assets and financial liabilities included in Level 3, which
are not traded in an active market, are determined based on the expected cash flows of
the underlying net asset or liability based on the instrument where the significant inputs
required to determine the fair value of such instruments are not based on observable
market data.
The Group also monitors capital on the basis of the carrying amount of equity as
presented on the consolidated statements of financial position. It sets the amount of
capital in proportion to its overall financing structure, i.e., equity and financial liabilities.
The Group manages the capital structure and makes adjustments to it in the light of
changes in economic conditions and the risk characteristics of the underlying assets.
SUNTRUST HOME DEVELOPERS, INC. AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY SCHEDULES
December 31, 2014
Report of Independent Auditors on Supplementary Schedules Filed Separately from the Basic Financial Statements
A Financial Assets
Financial Assets at Fair Value Through Profit or Loss N/A
Held-to-maturity Investments N/A
Available-for-sale Financial Assets N/A
C Amounts Receivable from Related Parties which are Eliminated during Consolidation
of Financial Statements N/A
H Capital Stock 4
(3) Schedule of Philippine Financial Reporting Standards and Interpretations Adopted by the Securities and Exchange 6
Commission and the Financial Reporting Standards Council as of December 31, 2014
(4) Map Showing the Relationship Between the Company and its Related Entities 7
-1-
SUNTRUST HOME DEVELOPERS, INC. AND SUBSIDIARIES
Schedule D
Intangible Assets - Other Assets
December 31, 2014
Deduction
Charged to
Beginning Charged to cost Other charges
Description (i) Additions at cost (ii) other Ending balance
balance and expenses additions
accounts
(deductions)
-2-
SUNTRUST HOME DEVELOPERS, INC. AND SUBSIDIARIES
Schedule D
Indebtedness to Related Parties
December 31, 2014
-3-
SUNTRUST HOME DEVELOPERS, INC. AND SUBSIDIARIES
Schedule H
Capital Stock
SUNTRUST HOME DEVELOPERS, INC.
-4-
SUNTRUST HOME DEVELOPERS, INC.
6th Floor, The World Centre Building
330 Sen. Gil Puyat Avenue, Makati City
-5-
SUNTRUST HOME DEVELOPERS, INC. AND SUBSIDIARIES
Schedule of Philippine Financial Reporting Standards and Interpretations
Adopted by the Securities and Exchange Commission and the
Financial Reporting Standards Council as of December 31, 2014
Not Not
PHILIPPINE FINANCIAL REPORTING STANDARDS AND INTERPRETATIONS Adopted
Adopted Applicable
PFRS 3
Business Combinations a
(Revised)
Insurance Contracts a
PFRS 4
Amendments to PAS 39 and PFRS 4: Financial Guarantee Contracts a
PFRS 5 Non-current Assets Held for Sale and Discontinued Operations a
PFRS 6 Exploration for and Evaluation of Mineral Resources a
Financial Instruments: Disclosures a
Amendments to PFRS 7: Transition a
Amendments to PAS 39 and PFRS 7: Reclassification of Financial Assets a
Amendments to PAS 39 and PFRS 7: Reclassification of Financial Assets - Effective Date and
Transition a
PFRS 7
Amendments to PFRS 7: Improving Disclosures about Financial Instruments a
Amendments to PFRS 7: Disclosures - Transfers of Financial Assets a
Joint Arrangements a
PFRS 11
Amendment to PFRS 11: Transition Guidance a
Disclosure of Interests in Other Entities a
Amendment to PFRS 12: Transition Guidance a
PFRS 12
Amendment to PFRS 12: Investment Entities** a
Amendment to PFRS 10: Investment Entities – Applying the Consolidation Exception*
(effective January 1, 2016) a
1 of 4
SUNTRUST HOME DEVELOPERS, INC. AND SUBSIDIARIES
Schedule of Philippine Financial Reporting Standards and Interpretations
Adopted by the Securities and Exchange Commission and the
Financial Reporting Standards Council as of December 31, 2014
Not Not
PHILIPPINE FINANCIAL REPORTING STANDARDS AND INTERPRETATIONS Adopted
Adopted Applicable
Employee Benefits a
PAS 19
(Revised) Amendment to PAS 19: Defined Benefit Plans - Employee Contributions
(effective July 1, 2014)* a
2 of 4
SUNTRUST HOME DEVELOPERS, INC. AND SUBSIDIARIES
Schedule of Philippine Financial Reporting Standards and Interpretations
Adopted by the Securities and Exchange Commission and the
Financial Reporting Standards Council as of December 31, 2014
Not Not
PHILIPPINE FINANCIAL REPORTING STANDARDS AND INTERPRETATIONS Adopted
Adopted Applicable
Amendments to PAS 39: Cash Flow Hedge Accounting of Forecast Intragroup Transactions** a
3 of 4
SUNTRUST HOME DEVELOPERS, INC. AND SUBSIDIARIES
Schedule of Philippine Financial Reporting Standards and Interpretations
Adopted by the Securities and Exchange Commission and the
Financial Reporting Standards Council as of December 31, 2014
Not Not
PHILIPPINE FINANCIAL REPORTING STANDARDS AND INTERPRETATIONS Adopted
Adopted Applicable
* These standards will be effective for periods subsequent to 2014 and are not early adopted by the Group.
** These standards have been adopted in the preparation of financial statements but the Group has no significant transactions covered
in both years presented.
4 of 4
ALLIANCE GLOBAL GROUP, INC.
Schedule K
Map Showing the Relationship Between the Company and its Related Entities
December 31, 2014
A
M C Travellers International Hotel Golden Arches Development, Greenspring Investment Holdings
Emperador, Inc. Megaworld Corporation* Adams Properties, Inc. Travellers Group, Ltd.
B Group, Inc.** Inc.*** Properties, Ltd.
(1) (1) (1) (1) (1)
(1) (1)
N D C
*see schedule K-5 *see schedule K-1 **see schedule K-2 ***see schedule K-3
Oceanic Realty Group Int'l, Inc. ERA Real Estate Exchange, Inc. Townsquare Development, Inc. Shiok Success International, Ltd.
(1) (1) (1) Purple Flamingos Amusement (1)
and Leisure Corporation
(1)
Legend
(1) Subsidiary A Megaworld Corporation F Manila Bayshore Property Holdings, Inc. K Megaworld Global-Estates, Inc. P Sonoma Premier Land, Inc.
(2) Associate B Adams Properties, Inc. G ResortsWorld Bayshore City, Inc. L Megaworld Central Properties, Inc. Q Gilmore Property Marketing Associates, Inc.
(3) Jointly Controlled Entity C First Centro, Inc. H Townsquare Development, Inc. M Shiok Success International, Ltd. R Emperador Inc.
D Newtown Land Partners, Inc. I Megaworld Resort-Estates, Inc. N Dew Dreams International, Ltd. S Travellers International Hotel Group, Inc.
E Travellers International Hotel Group, Inc. J Twin Lakes Corporation O File-Estate Properties, Inc.
ALLIANCE GLOBAL GROUP, INC.
Schedule K-1
Map Showing the Relationship Between the Company and its Related Entities
December 31, 2014
Megaworld Corporation
(1)
Palm Tree Holdings Eastwood Cyber One Megaworld Newport Property Megaworld Central Properties,
Megaworld Cayman Islands, Inc. Megaworld Cebu Properties, Inc.
Development Corporation Corporation Holdings, Inc. Inc.
(1) (1)
(2) (1) (1) (1)
Megaworld Globus Asia, Inc. Piedmont Property Ventures, Inc. Stonehaven Land, Inc. Streamwood Property, Inc. Global One Integrated Business
Megaworld-Deawoo Corporation
(1) (1) (1) (1) Services Inc.
(1)
(1)
Paseo Center Building City Walk Building Forbestown Commercial Center Uptown Commercial Center
Empire East Land Holdings, Inc. Administration, Inc. Adminstration, Inc. Administration, Inc. Administration, Inc.
(1) (1) (1) (1) (1)
Bonifacio West
Global-Estate Resorts, Inc.
Development Inc.
(1)
(2)
Legend
(1) Subsidiary
(2) Associate
(3) Jointly Controlled Entity
Royal Bayshore Hotels and Lucky Star Hotels and FHTC Entertainment and Bright Pelican Leisure and Yellow Warbler Leisure and
Amusement, Inc. Recreation, Inc. Production, Inc. Recreation, Inc. Recreation, Inc.
(1) (1) (1) (1) (1)
A B C
Legend
(1) Subsidiary
(2) Associate
(3) Jointly Controlled Entity
Megaworld Corporation
Fil-Estate Network, Inc. File-Estate Sales, Inc. Fil-Estate Realty Corp. Nasugbu Properties, Inc. Twin Lakes Corp.
O
(2) (2) (2) (1) (1)
La Compaña De Sta. Barbara, Sherwood Hills Development, Boracay Newcoast Hotel Group, J
MCX Corp..
Inc. Inc. Inc.
(1)
(1) (1) (2)
Legend
(1) Subsidiary
(2) Associate
(3) Jointly Controlled Entity
Clark Mac Enterprises, Inc. First Golden Laoag Foods, Corp. Golden Laoag Foods, Corp. Retiro Golden Foods, Inc. Davao City Food Industries, Inc.
(1) (1) (1) (1) (1)
Legend
(1) Subsidiary
(2) Associate
(3) Jointly Controlled Entity
Emperador Inc.
(1)
Emperador International Ltd. Anglo Watsons Glass Inc. The Bar Beverage, Inc.
(1) (1) (1)
Alcoholera de la Mancha Vinicola Vinedos del Rio Tajo SL. Whyte & Mackay
SL. (2) (1)
(2)
Legend
(1) Subsidiary
(2) Associate
(3) Jointly Controlled Entity
SOLVENCY RATIOS measure the business' ability to pay all debts, particularly long-term debt.
Debt to equity ratio- computed as total liabilities divided by stockholders' equity.
ASSET-TO-EQUITY RATIOS measure financial leverage and long-term solvency. It shows how much of the
assets are owned by the Company. It is computed as total assets divided by stockholders' equity.
PROFITABILITY RATIOS
Return on assets - net profit divided by average total assets
Return on investment - net profit divided by stockholders' equity
-8-