Beruflich Dokumente
Kultur Dokumente
4. Exact name of the issuer as specified in its charter: CEBU HOLDINGS, INC.
5. Province, Country or other jurisdiction of incorporation or organization:
Cebu, Philippines
6. Industry Classification Code: _______ (SEC Use Only)
7. Address of principal office: 7/F, Cebu Holdings Center, Cardinal Rosales Avenue, Cebu
Business Park, Cebu City
Postal
code: 6000
8. Issuers telephone number: (032) 231-5301
9. Former name, former address, former fiscal year: not applicable
10. Securities registered pursuant to Sections 8 and 12 of the SRC, or Sections 4 and 8 of the
RSA:
Title of each class
Common shares
Yes [x]
No [ ]
13. Aggregate market value of the voting stock held by non-affiliates: P 6.912 billion
(as of end-Dec.2007)
No. of Shares
Market Value
(P3.60/share)
Ayala Land, Inc. (Parent Company) 907,350,732
47.26% 3,266,462,635.00
Santiago Land, Inc.
253,602,857
13.21%
912,970,285.20
Non-affiliate (Public)
759,120,034
39.53% 2, 732,832,122.00
Total
1,920,073,623 100.00% 6,912,265,042.20
TABLE OF CONTENTS
Page No.
PART I - BUSINESS AND GENERAL INFORMATION
Item 1.
Item 2.
Item 3.
Item 4.
Business
Properties
Legal Proceedings
Submission of Matters to a Vote of Security Holders
1
18
19
19
19
21
29
29
29
34
36
38
SIGNATURES
INDEX TO EXHIBITS
INDEX TO SUPPLEMENTARY SCHEDULES
38
38
39
lease of office space (e-office) via a subsidiary Cebu Property Ventures & development
Corp.
hotel development/operations via an affiliate Cebu Insular Hotel Co. Inc. (started
commercial operations in early 1998)
The company owns and manages the Cebu Business Park (CBP), a 50-hectare business and
commercial subdivision in Cebu City and to date the single largest urban development project in
Southern Philippines.
Serving as the centerpiece of the CBP is Ayala Center Cebu, the preferred shopping and
entertainment destination of the Visayas and Mindanao. True to its commitment of introducing the new
Cebuano cosmopolitan lifestyle, Ayala Center Cebu opened its Expansion Building of 5,800 sqm in
June 2007. It introduces to the market 50 new concepts featuring leading foreign and popular local
brands, an IT zone and a Supermarket brand for the AB Upscale in a very convenient location.
Separately, the Lagoon Redevelopment known to be the Greenbelt of Cebu is in full blown
construction and is set to open by June 2008. Trendy and ambience driven dining and leisure outlets
will provide wide variety of options from casual cafes to fine dining restaurants. CHI has also
pioneered the development of high-rise residential and office condos in Cebu. So far CHI developed
two office condominiums-Cebu Holdings Center and Ayala Life-FGU Center Cebu (sold out in 2002)
and two residential condominiums Park Tower I (bestseller in 1996) and Park Tower II.
The Company also developed the City Sports Club Cebu (CSCC), an exclusive urban resort
equipped with state-of-the-art health and fitness equipment. The club is now fully operational. This
project is in partnership with Ayala Land, Inc. In 2004, CSCC signed reciprocity agreements with
American Club in Singapore and United Services Recreation Club in Hongkong.
CBP is also the site of the Cebu City Marriott Hotel, the first businessman's hotel managed by
world-renowned Marriott International in Visayas-Mindanao.
In 2005, CHI launched seaside residential development Amara, in partnership with Cebu
Coastal Highpoint Ventures Incorporated. One of the few lighthouse communities in the world, the a
-1-
46-hectare residential haven located in Barangay Catarman, Liloan, broke sales records when Phase
1 was sold out just a few weeks after it was launched in July 2006. Having pioneered the trend in
seaside development, Amaras Phase 3 sales, based on the 2007 External Customer Satisfaction
survey, cites word of mouth as highest source of information, maintains a solid reputation that keeps it
in a position of leadership. Despite having been launched late in the year, the markets excitement for
Amara garnered 29 spot cash payments on day of launch which was on October 18. On the same
day, Amara enjoyed 48% initial reservations. A total of fifty-six (56) lots were sold at Amara Ph3 in
2007. Amara is envisioned to be a community of seaside neighborhoods within a master-planned
residential haven. It will offer superior values in product features, amenities and value appreciation
with the Ayala trademark.
A CHI subsidiary-Cebu Property Ventures and Development Corporation (CPVDC), has also
developed a 24-hectare property not far from the CBP. This project is called Asiatown I.T. Park.
The project obtained accreditation from the Philippine Economic Zone Authority (PEZA) as an
IT Park in 2000. The PEZA accreditation is the first such distinction accorded a property development
project in the Visayas and Mindanao. (Pres. Gloria Macapagal-Arroyo signed Presidential
Proclamation No. 12 on 27 February 2001 declaring the CCTC-IT Park as a Special Economic Zone).
Asiatown I.T. Park is now host to BPOs and global I.T firms which have moved in the
Companys eOffice One, occupying a combined area of 11,180 sqm.
Also set to open its doors by the second quarter of 2008, would be the retail development in
AITP named as The Walk. It is a small retail strip that would serve as a recharging and
decompressing zone for the BPO employees working at the Call Centers located in Asiatown IT Park.
The magnitude and significance of its projects make CHI the leading real estate company in
Cebu; a positive contribution towards the attainment of its mission as part of Ayala Land's VisayasMindanao Division - to become the premier multi-lined real estate organization in Vis-Min and it
continues to create landmarks, set standards and build lasting relationships with its customers. The
Company has definitely changed the physical landscape of Cebu, bringing with it a distinctive lifestyle
for a market that aspires world class.
Nature of Projects
Theater management (Pre-operating)
Entertainment facilities management
Mixed-use development
Hotel development/operations
-2-
(ii) The following spells out CHIs operating (real estate) revenues by category of
activity for the periods indicated:
For the years ended 31 December
2007
2006
2005
P Mn
%
P Mn
%
P Mn
%
Commercial land sales
Office and residential
Condominium sales
Residential lot (Amara)
City Sport Club shares
Rental Income
Ayala Center Cebu
Cebu Leisure Co., Inc.
e-Office
Others
Theater income
Equity in net earnings of
an associate
Interest and other income
365.9
29
250.4
18.4
24
2
92.7
13
221.8
1.6
17
0
116.2
4.4
11
0
11.4
6.1
2
1
427.7
44.0
56.9
1.7
66.6
23.7
33
3
5
0
5
2
399.4
38.3
52.0
1.2
59.8
27.1
38
4
5
0
6
3
372.9
32.9
50.3
.9
58.9
24.2
54
5
7
0
8
4
71.8
1,281.7
6
100
70.2
1,037.4
7
100
41.0
691.3
6
100
Park Tower Two. Park Tower Two is the Companys sequel to the highly
successful Park Tower One. This 15-storey residential condominium project has 81
units classified into studio, one-bedroom units with multi-purpose rooms; and twobedroom, three-bedroom units with maids quarters. Amenities include a cathedralceiling lobby, gym, social hall, a swimming pool and a lanai. Park Tower Two has four
(4) levels of basement parking. This was completed and turned-over to buyers in
1999. As of December 31, 2006, the condominium was fully- sold.
Amara. In 2005, CHI launched seaside residential development Amara, in
partnership with Cebu Coastal Highpoint Ventures Incorporated. One of the few
lighthouse communities in the world, Amara is a perfect balance between the
elements of nature and a master-planned design. Amara will provide the ideal resortinspired residential enclave for families who can enjoy a rustic, seaside ambiance just
minutes (approximately 18 kilometers) from the city. The a 46-hectare residential
haven composed of 500 lots in 5 phases and located in Barangay Catarman, Liloan,
broke sales records when Phase 1 which is composed of 114 esplanade lots
including a courtyard, promontory, and seaview was sold out just a few weeks after it
was launched. Its Phase 2 which is located near the century-old Bagacay lighthouse
offering a limited number of bluff lots along the waters edge and the future venue of
Amaras sports and recreation center (with a basketball court, badminton courts, a
fitness gym, and a beach volleyball court) and a Serenity Park with a lagoon and
gazebos was launched in July of 2006. As of end 2007, it indicated a sales take up of
100%. Having pioneered the trend in seaside development, Amaras Phase 3 sales,
based on the 2007 External Customer Satisfaction survey, cites word of mouth as
highest source of information, maintains a solid reputation that keeps it in a position of
leadership. Despite having been launched late in the year, the markets excitement for
Amara garnered 29 spot cash payments on day of launch which was on October 18.
On the same day, Amara enjoyed 48% initial reservations. A total of fifty-six (56) lots
were sold at Amara Ph3 in 2007. Amara is envisioned to be a community of seaside
neighborhoods within a master-planned residential haven. It will offer superior values
in product features, amenities and value appreciation with the Ayala trademark.
-5-
CPVDC is the owner and developer of Asiatown I.T. Park (formerly Cebu Civic and
Trade Center), a 24-hectare prime property for mixed-use development (civic,
business and commercial development) complementing the Cebu Business Park. It is
ideally located in the former Lahug Airport.
Competition:
The Company has no known competitor in the area of commercial land sales. In fact it
is the only PEZA registered IT Park outside Luzon. With respect to residential
subdivision sales CPVDC competes for purchasers primarily on the basis of
reputation, price, availability of attractive in-house financing terms, reliability, and the
quality and location of the community in which the relevant site is located.
e-Office, a one level building created to address the demand of I.T. locators for
spaces to lease, contributed a total rental revenue of P
= 59.0 million. This shows a
10% improvement compared to the P
= 53.4 million in 2006. The growth is brought
about by the increase in monthly rental payments of e-Office building tenants.
The P
= 34.1 million interest and other income exceeded the 2006 level of P
= 23.1
million by 48%. Recognition of interest income on trade receivables from real
estate sales to recognize effects of PAS 39 and receipt of higher interest income
on money market placements caused improvement.
There is no known trend, event or uncertainty that have had or that are
reasonably expected to have a material impact on the net sales or revenues or
income from continuing operations.
There is no material change from period to period in one or more line items of the
financial statements.
There have not been any seasonal aspects that had a material effect on the
financial condition or results of the Companys operations.
There were no known events and uncertainties that will trigger direct or
contingent financial obligation that is material to the Company, including any
default or acceleration of an obligation.
There were no material off-balance sheet transactions, arrangements,
obligations (including contingent obligations), and other relationship of the
-8-
e-Office, a one level building created to address the demand of I.T. locators for
spaces to lease, contributed a total rental revenue of P
= 52.01 million. This shows
a 3% improvement compared to the P
= 50.28 million in 2005. The growth is
brought about by the increase in monthly rental payments of e-Office building
tenants.
The P
= 23.06 million interest and other Income exceeded the 2005 level of P
= 11.69
million by 97%. Recognition of interest income on trade receivables from real
estate sales to recognize effects of PAS 39 and receipt of higher interest income
on money market placements caused improvement.
= 7.74m) compared to
Prepaid and Other Current Assets showed a 31% reduction (P
the P
= 25.07 million in 2005 due to vat output tax from the sale to non-PEZA registered
buyers.
Land and Improvements increased by 7% (P
= 7.2m) versus the P
= 107.02 million in
2005. This was brought about by the additional development of AITP phase 2 and
Wetland project.
Investments in Real Properties The 6 % or P
= 19.31 million reduction was on account
of the depreciation on the e-Office building and related building equipment.
Property & Equipment Net stood at P
= 875 thousand, representing a decline of 11%
versus last years P
= 978 thousand. The decrease was due to depreciation expense.
Deferred Tax Assets showed a 10% growth on account of deferred tax asset on
valuation allowance on real estate sales trade receivables set-up to recognize effect
of adoption of PAS 39 on the Companys beginning retained earnings and on related
discounting loss and interest income.
Trade Receivables and Others Assets
increased by 13% (P
= 9.9m) due to
reclassification of noncurrent portion of trade receivables from real estate sales to
different buyers during the year (receivable till 2010) and suspense accounts for
various projects.
Accounts Payable and Accrued Expenses grew by 24% or P
= 11.6 million compared to
the P
= 49.29 million in 2005 to P
= 60.92 million in 2006 mainly due to accrual of un-paid
brokers commissions of lot sales, retention payable, deferred credits, construction
bond, other improvements and set-up of additional estimated liability for Asiatown IT
Park, Phase 1.
Customers Deposits stood at P
= 32.50 million, representing a growth of 56% versus
last years P
= 20.84 million. The increase was due to lot reservation deposits from
different buyers.
Income Tax Payable increase due to higher income in 2006.
= 83.46 million improvement as a result of the
Retained Earnings showed a 191% or P
2006 Net Income.
There is no known trend, event or uncertainty that have had or that are
reasonably expected to have a material impact on the net sales or revenues or
income from continuing operations.
There is no material change from period to period in one or more line items of the
financial statements.
- 10 -
There have not been any seasonal aspects that had a material effect on the
financial condition or results of the Companys operations.
There were no known events and uncertainties that will trigger direct or
contingent financial obligation that is material to the company, including any
default or acceleration of an obligation.
There were no material off-balance sheet transactions, arrangements,
obligations (including contingent obligations), and other relationship of the
company with unconsolidated entities or other persons created during the
reporting period.
- 11 -
Cebu Leisure Company, Inc changed the concept of Glicos Imaginature into
an Entertainment Center. The first mall to have an entertainment (including cinema)
and food center within its premises. The new Ayala Food & Entertainment Center
was launched in August 18, 2001. It has definitely captured the market being the top
destination for entertainment in Cebu. It redefined the lifestyle of the Cebuanos and
made Ayala Center Cebu as the trail blazer not only in shopping but also in dining &
entertainment.
The family food to share zone continues to be the favorite destination for
families and office workers achieved a sales growth of 11%. Food Choices also
registered a double digit sales growth of 16% versus 2006. Ayala Cinemas posted
theater occupancy of 18%, 1% pt. higher than last year.
Cebu Leisure Company, Inc., a wholly-owned subsidiary of the Company, generated
revenue from its food and cinema operations amounting to P
= 110.6 million. This is
13% higher than last years level (P98.01m). Net Income stood at P23.7 million, which
is P8.2 million higher (53%) than 2006 level of P15.5 million.
CBP Theater Management, Inc., founded on February 1, 1994 is still in the preoperating stage.
(iii) Distribution Method;
The Companys Sales and Marketing Department and its accredited real
estate brokers handle the selling/distribution of the Companys product.
(iv) Status of Any Publicly-Announced Product;
The company has no new products other than the above mentioned Cebu
Business Park (CBP) and Asiatown I.T. Park office lots, Park Tower 1&2
condominiums, sports club shares, Amara residential lots, e-office, GRV house & lot
units, AITP Retail (The Walk), and eBloc (BPO Office Building).
(v) Competitive Business Condition;
CHIs Position in Cebu Real Estate Market
The increasing investors confidence, the rise in tourist arrivals by 29%, and the
ranking of Cebu as the leading outsourcing destination (as taken from a report by
McKinsey and Company, an international management consulting firm) has given
Cebu Holdings, Inc. a fair share in Cebus economic growth as evidenced in the
strength of its performance for 2007.
Being committed to provide total customer satisfaction, quality and customer-driven
products, the companys portfolio of products from residential to commercial projects
has continually increased its momentum as it has maintained the position of being a
market leader in Cebus real estate industry.
The successful launch of Amara Phase 3 last October 18 has again made Amara a
market leader in the high-end residential development category, with the sale of 47
lots on the first day of selling, for the third consecutive year since its launch in 2005. It
grabbed 54% of the relative market share despite entry of aggressive new players like
Landco Pacifics Monterrazas de Cebu and Robinson Lands Blue Coast Residences.
- 12 -
The percentage of repeat buyers for Amara Phase 3, which is at 39% is a strong
indication of the markets confidence and positive association with our products.
Furthermore, the 2007 External Customer Survey showed the over-all rate went up
from 8.41 to 8.58 in a scale of 1-10 with 10 as the highest.
There is an increased demand for office space in Cebu Business Park as evidenced
by a continuing buildup in CBP with recently completed buildings like Pioneer Tower,
8990 Housing and Development Building, Cebu Tower and Lexmark Building 2 and a
reported average of 90% occupancy rate of buildings in the area as of November
2007 where most of the new buildings are designed for IT and ITES locators with
leased spaces.
Ongoing construction in CBP includes the residential condominium development by
Fastem, the Lexmark Building 1 and Creativo, an eight-storey building by Manila
based Momentum Construction Development Corporation. Bigfoot Palm, Inc., a
company owned by Michael Gleissner who also operates several IT businesses in
Cebu in addition to Bigfoot Film Academy in Mactan, finally purchased 2 parcels in the
resort/hotel block with a total of 21,000sqm.
Residential condominium is fast becoming an emerging market with the increase
supply in the category. Majority of the condominium developments are city-based and
within 5km radius from CBP. Among the active major players are City Light Garden
Towers 3 and 4 by Synthech Properties, Inc. The newest development to join the
category is Grand Cenia Condotel and Residences by Filinvest Land, Inc.
For the past years, demand for proprietary club shares continues to decline. Sales of
propriety clubshares are mainly active in the secondary market.
The spurt of the IT/ITES industry in the country and with Cebu being considered as a
prime destination for BPO locators for both local and international, Asiatown IT Park
(AITP) is bracing to the challenge in addressing the demand for office spaces. The
most recently completed building, the i2 building, has added 17, 124sqm to the total
AITP floor area and has provided space for the expansion of local and international
BPOs and IT companies like Convergys, 123 Ten, Inc., Micro D International,
eTelecare and Cordia.
The ongoing construction of eBloc, which was launched last November and the
newest project of CPVDC in partnership with ALI, shall be the biggest facilities
provider with 20,000sqm of gross leasable space. Several prospects have already
lined up for eBloc and these include NCR, Globe Telecom, Convergys, IBM and
Teletech, among others.
In 2007, the team has surpassed its target and was able to sell an unprecedented
total of eight lots in AITP, with 5 out of 8 lots sold through in-house efforts, increasing
profit margin with no commissions paid. All of the buyers of these 8 lots are repeat
buyers.
With future developments, AITP has the potential to strengthen our bid of making
Cebu the BPO capital in the Philippines next to Metro Manila.
CHI is committed to continuously grow its portfolio of excellent real estate products
and services in the region. Its strong business performance is backed by a keen
understanding of the market complemented by the experience and expertise of its
parent company, Ayala Land Inc and prudent and competent management of its
business affairs by its own professional management team.
- 13 -
(vi) Sources and Availability of Raw Materials and the Names of Principal
Suppliers;
The Company engaged the services of the following contractors for the
development of its on-going projects.
* Makati Development Corp. - Amara, ACC Lagoon Redevelopment and
Asiatown IT Park (AITP Retail and eBloc)
(vii) Dependence on One or Few Major Customers and Identify Any Such Major
Customers;
The Company is not dependent on one particular segment or group of
customers in the real estate market.
(viii) Dependence on One or Few Materials and the Names of Principal
Suppliers;
The Company is not dependent on one or few suppliers/contractors. There
are a number of eligible and reliable contractors in the country today which can serve
the Companys requirements.
(ix) Patents, Trademarks, Licenses,
Agreements, or Labor Contracts;
Franchises,
Concessions,
Royalty,
- 14 -
procedure of any CHI project to comply with environmental laws, the cost of which is
already incorporated in the total development cost of the project.
(xiv) Number of Employees;
The company has a total of one hundred twenty-seven (127) employees as of
year-end, two (2) of which are Ayala Land, Inc. employees seconded to Cebu
Holdings, Inc.
Senior Personnel-(ALI seconded to CHI)
2
Senior Personnel-CHI
25
Supervisors
36
Non Senior Personnel Technical
56
Non Senior Personnel Clerical
8
There is no union nor CBA in the Company and its subsidiaries. Employees
receive above industry compensation and benefits (ie. hospitalization, medical
allowance, clothing, commodities check, 13th and 14th month and other government
mandated benefits) plus performance bonus. Annual salary increases are also given.
There have been no strike in the past three years nor threat to strike as there are no
dispute between management and employees.
RISKS MANAGEMENT
Hereunder are the procedures undertaken to identify, assess and manage the possible risks
in the business
o
o
o
o
o
Orientation
Risk Identification - Identify Primary and Secondary Risks
Risk Prioritization Among the Risk identified, prioritize which one should be addressed
first and come up with Risks Management Strategies
Risk Mapping
Identification of Risks Management Strategies
=152,871
P
46,344
4,668
5,638
9,034
13,063
23,506
=
P255,124
>120 days
Impaired
Financial
Assets
=
P
2,166
698
=
P
1,066
=
P
328
=
P
446
=
P
1,078
=
P
4,510
356
=
P2,864
=
P1,066
=
P328
=
P446
=
P1,078
P
=4,866
- 15 -
Total
=152,871
P
55,938
5,722
5,638
9,034
13,063
23,506
=
P265,772
Liquidity Risk
Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet
commitments associated with financial instruments. Liquidity risk may result from either the
inability to sell financial assets quickly at their fair values; or the counterparty failing on
repayment of a contractual obligation; or inability to generate cash inflows as anticipated.
The Group monitors its cash flow position, debt maturity profile and overall liquidity position in
assessing its exposure to liquidity risk. The Group maintains a level of cash and cash
equivalents deemed sufficient to finance operations and to mitigate the effects of fluctuation in
cash flows. Accordingly, its loan maturity profile is regularly reviewed to ensure availability of
funding through an adequate amount of credit facilities with financial institutions.
As of December 31, 2007, current ratio increased to 2:1, with cash and cash equivalents of
P
= 904.8 million accounting for 48% of the total current assets, and resulting in a net working
capital of P
= 887.8 million.
Overall, the Groups funding arrangements are designed to keep an appropriate balance
between equity and debt, to give financing flexibility while continuously enhancing the Groups
businesses.
The table summarizes the maturity profile of the Groups financial liabilities at December 31,
2007 and 2006 based on contractual undiscounted payments:
December 31, 2007
< 1 year
Accounts and other
payables
Long-term debt
Customers deposits and
deferred credits
1 to < 2 years
> 5 years
Total
=771,656
P
=771,656
P
=
P
19,268
197,508
173,424
=
P
P
=
167,570
48,957
=246,465
P
8,763
=182,187
P
2,997
=2,997
P
=
P
=958,494
P
=
P
390,200
228,287
=1,390,143
P
2007
- 16 -
Effect on
Equity
=
P1,307
(P
=1,307)
Risk 5 Efficiency
Initiatives
(Existing)
Productivity Ratio Monitoring
Customer Care Hotline
- 17 -
Asiatown I.T. Park- a 24-hectare mixed-use community that will host office and residential
buildings, a hotel, as well as retail and recreational facilities. The property was proclaimed as
a special economic zone by virtue of Proclamation No. 12 singed on 27 February 2001 by the
President of the Republic. The property is situated at Salinas Drive, Lahug, Cebu City. Phase
1 covering 18 hectares was completed in 1999. Horizontal development on the remaining
phase is ongoing. The property is free from any lien and encumbrances. The property is
owned by Cebu Property Ventures Development Corporation (CPVDC), a 76% owned
subsidiary of Cebu Holdings, Incorporated.
d. Residential Condominium Units. Park Tower Two As of year-end 2006, the remaining two
units were sold. This 15-storey residential condominium project has 81 units classified into
studio, one-bedroom units with multi-purpose rooms; and two-bedroom, three-bedroom units
with maids quarters. Amenities include a cathedral-ceiling lobby, gym, social hall, a swimming
pool and a lanai. Park Tower Two has four (4) levels of basement parking. This was
completed in 1999. The property is located at the Cebu Business Park, Cebu City. The
property is free from any lien and encumbrances.
CHI is a leasee of three Condominium Units:
Condominium Units at Cebu Holdings Center: CHI leased three office units (Units 201, 603 and 704)
at Cebu Holdings Center located at Cardinal Rosales Avenue, Cebu Business Park, Cebu City.
Unit 201 has a total area of 232.90 sqm. With monthly rental of P58,225.00 (Non-vat) payable
in advance within the first five days of the month. The term of the lease shall be a period of
five years, commencing from December 1, 2005 to November 30, 2010. This is may be
renewed under the same terms and conditions except for an annual increase in the rental rate
of 5%.
Unit 603 has a total area of 138.85 sqm. With monthly rental of P36,448.12 (exclusive of VAT)
or P262.50/sqm payable in advance within the first five days of the month. The term of the
lease shall be a period of two years, commencing from December 1, 2006 to November 30,
2008. This may be renewed under the same terms and conditions except that the rental rate
shall be increased by 5% based on the previous years rate.
Unit 704 has a total area of 93.13 sqm. with monthly rental of P50,213.72 (inclusive of VAT).
The term of the lease is three (3) years, commencing on 1 February 2006 and expiring 31
- 18 -
January 2009. The lease maybe renewed under the same terms and condition except for the
rental rate which is subject to re-negotiation and mutual agreement of both parties.
The company has no plan to acquire or plan to lease any property in the next 12 months.
High
4.10
4.70
4.60
4.50
Low
3.15
4.05
3.55
3.20
Close
4.10
4.60
4.10
3.60
2006
High
Low
Close
1st Quarter
1.98
1.10
1.92
2nd Quarter
2.42
1.80
1.96
3rd Quarter
2.95
1.96
2.80
4th Quarter
3.40
2.65
3.20
The market capitalization of CHI as of end-2007, based on the closing price of P3.60/share,
was approximately P6.912 billion.
The price information as of the close of the latest practicable trading date, 10 April 2008, is
P2.22.
- 19 -
(2) Holders
There are approximately 5,144 holders of common equity security of the Company as of 31 January
2008. The following are the top 20 holders of the common equity securities of the Company:
Stockholder Name
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
No. of Common
Shares
907,350,732
258,811,000
253,602,857
225,598,860
186,695,363
4,346,281
3,013,265
2,450,000
1,875,000
1,750,000
1,000,000
937,500
800,000
767,500
670,000
625,000
625,000
618,750
500,000
421,375
Percentage
(of Common Shares)
47.26%
13.48%
13.21%
11.75%
9.72%
0.23%
0.16%
0.13%
0.10%
0.09%
0.05%
0.05%
0.04%
0.04%
0.03%
0.03%
0.03%
0.03%
0.03%
0.02%
(3) Dividend
(A) Dividend History
Stock Dividend (per share)
Record Date
August 5, 1994
October 2, 1997
Percent
50%
25%
Peso Amount
0.05
0.05
Payment Date
August 31, 1994
November 12, 1997
Payment Date
October 27, 2006
18 December 2007
- 20 -
CPVDCs flagship project (CHIs subsidiary), AITP on the other hand, is successfully meeting the
demand for IT/ITES office space with the ongoing construction of five new buildings, reinforcing its
image as the preferred and ideal IT/ITES space provider in the region. The completion of these
buildings will provide additional gross leasable area of 67,233 sqm to future investors, more than
doubling the current capacity of AITP.
The most recently-completed building, the i2 building, has added 17, 124 sqm to the total AITP floor
area. It has provided space for the expansion of local and international BPOs and IT companies like
Convergys, 123-Ten, Inc., Micro D International, eTelecare and Cordia.
Rental income from eOffice generated P
= 59.0 million revenue, posting 10% increase from last years
P53.4 million.
eBloc
The newest project of CPVDC in partnership with ALI, eBloc was launched on the fourth quarter of
2007. The project is planned to be the biggest facilities provider once completed, providing 20, 000
sqm of gross leasable space. The building will have 12 floors for office space and a retail space for the
ground floor. The building has been designed especially for IT/ITES locators as it seeks to provide
200% power supply.
With future developments for phases 1 and 2, the IT/ITES manpower potential in AITP could reach
more than 40, 000, strengthening Cebus bid as the BPO capital in the Philippines after Metro Manila.
The presence of CEDF-IT (Cebu Educational Development Foundation for Information Technology)
provides AITP the biggest push to draw IT talent with the success of its linkages to the academe and
its certification programs for software programming.
Residential Development
Amara, the pioneer in seaside development, still remains the market leader in high-end residential
subdivisions in Cebu. Lots offered in phase 2 were sold out. The projects phase 3 was launched in
the fourth quarter of the year and 58% of the inventory was taken up.
Amara contributed 17% to CHIs total revenue or P
= 222 million from the sale of the eight remaining
lots in phase 2 and forty (40) lots at phase 3 and the prior year sales computed based on percentage
of completion.
Retail / Shopping Center
Ayala Center Cebu registered gross revenue of P
= 427.7 million, registering 7% growth compared to
the same period last year. The improvement was primarily attributed to the higher sales per square
meter, rental rate increases and remarkable lease occupancy.
The malls expansion building opened in July 2007, adding a total gross leasable area of 86,333.
Fifty (50) new shopping concepts were introduced in the additional 5,800 GLA featuring leading
foreign and popular local brands.
ACC is the first to host the much awaited foreign brands like Mango, TOPSHOP, Promod, EP Espada,
Schu, Crocs and Levis Girls.
An IT Zone on the third floor is another innovative concept in Cebu where all leading brands in
telecom, computer, electronics and a high selection of gadgets spun from the different stores.
The ACC expansion building also houses Rustans Fresh supermarket that caters well to the malls
primary target market.
- 22 -
The existing mall have sustained its re zoning program with leading foreign brands on the top list. New
outlets like Arrow, IZOD, Skinfood, 158 Designers Blvd., were among the few merchants added in the
list.
The Lagoon Redevelopment project which started construction in 2006 is almost complete and
expected to open within the second half of 2008. Trendy and ambiance-driven dining and leisure
outlets will provide wide variety of options from casual cafes to fine dining restaurants. The carefully
selected mix will be a balance of Manila and Cebu popular restaurants. A few of the lifestyle stores
can be found within this location.
The completion of the Lagoon Redevelopment will make ACC, the ultimate icon of style in Cebu and a
landmark of unsurpassed shopping and dining experience.
Cebu Leisure Company, Inc. (CLCI-a wholly owned subsidiary)
Cebu Leisure Company, Inc., a wholly-owned subsidiary of the Company, generated revenue from its
food and cinema operations amounting to P
= 110.6 million. This is 13% higher than last year. Net
operating income is also higher than last year by 55%.
The family food to share zone continues to be the favorite destination for families and office workers
achieved a sales growth of 11%. Food Choices also registered a double digit sales growth of 16%
versus 2006.
Equity earnings of an associate (Cebu Insular Hotel Company, Inc.) totaled P
= 23.7 million,
showing a 13% decrease compared to the previous years P
= 27.1 million.
City Sports Club Cebu, the Companys exclusive urban resort project, registered P
= 1.6 million in
revenues. As of end 2007 a total of 1,021 shares were sold.
Rental of Biliran Carpark contributed P
= 1.7 million.
The Company also derived interest and other income amounting to P
= 71.8 million, 2% higher than
last years P
= 70.2 million.
2007
2.01: 1
0.36: 1
0.09:1
5.02%
6.93%
2006
1.93: 1
0.25: 1
0.06:1
4.46%
5.91%
- 25 -
The significant growth both in revenue and net income is brought about by the increase in
commercial land sales, lease income from commercial center, sale of Amara residential lots, sports
club shares, and residential condo sales. Other revenue contributors are office lots from Asiatown IT
Park and rental from e-office, projects of 76% owned subsidiary - Cebu Property Ventures &
Development Corporation. Interest earnings from short-term investments also posted a significant
increase.
Commercial Land Sales registered at P
= 250.4 million [net of P
= 13.6m discounting loss (PAS
39)], posting a 170% growth over last year. This was derived from the sale of two (2) CBP lots with an
area of 3,011 sqm, priced at P
= 26k per square meter and seven (7) AITP lots with a total area of 7,498
sqm. priced at P
= 25k per square meter.
Ayala Center Cebu, on its 12th year, has set the shopping & dining standards higher as it
unfolds its expansion and development plans for the ever-dynamic and vibrant Cebuano lifestyle. In
addition, Ayala Center Cebu achieved yet another accolade as it obtained international recognition for
Quality (ISO 9002), Environment (ISO 14000) & Occupational Health & Safety (OHSAS 18000),
making Ayala Center Cebu the first mall in the country to be certified in these three international
standards and elevating Ayala Center Cebu among the top malls. 2006 is the year that Ayala Center
Cebu made the Cebuano hold their breaths as it revealed its expansion and development plans for the
mall and garden facilities. These milestones have created much excitement and have further
cemented Ayala Center Cebus reputation as the trailblazer in shopping & dining concepts.
Also, ongoing is the malls re-zoning program which aims to refine product offerings. This
year, entry of new popular foreign (IZOD, Anne Klein, Lacoste Footwear, Forward & Scoop) and local
concepts (Blued, Brat Pack) continue to give a wide variety of choices for our shoppers. Ayala Center
Cebu also served as fertile ground for promising local concepts in shopping & dining (What A Girl
Wants, What A Girl Wants for Her Man, La Maison & Wheats N Greens). Outlet relocations (Bossini,
Chris Sports, Tamiya, Rusty Lopez, Mendrez, Rai-Rai Ken, Persian Palate) have also continued to
bring concepts to where their markets ply giving more convenience to the shoppers while strategically
regulating traffic flow around the mall. This year the Ayala Food & Entertainment Center conversion to
a family food to share zone was completed. Now fully leased out and with a more cohesive &
comprehensive mix of Chinese, Filipino & International cuisines sales have posted a healthy growth of
31%. It has now become a favorite destination for families and office workers alike.
Increasing the refreshing appeal of the mall is the completion of the mall repainting and carts
& kiosks rearrangement which invigorated the mall common areas. Currently, there is an on-going
program to improve the visual appeal of the mall perimeter areas.
The year 2006 saw lifestyle destination Ayala Center Cebu showcase a variety of top acts
from top local bands and international hitmakers, to provide more than just a satisfying shopping
experience for its loyal patrons. Mallwide Sales anchored on high traffic events continued to rake in an
average of 20% sales growth for merchants. 2006 also saw Ayala Center Cebu as the preferred mall
for 3rd party blockbuster events such as ABS CBN shows and media forums, and embassy cultural
events like the Japanese Taiko Tambol, Netherlands World Press Exhibit, and Portuguese Cultural
Dancers.
Keeping in mind the importance of the foreign and domestic tourists as a secondary target
market, ACCs Tourist Incentive Program was launched in full force with the opening of the Turista
Desk at the South Surface Entry. With over 21,000 registered tourists, it has tracked and recorded
total tourist sales of 2.6M with an average spending of P918, in just over a few months time. This
focus and added service earned ACC a Cebu Provincial Council Resolution proclaiming ACC as a
Tourist Friendly Mall.
Continuously reaffirming its commitment to its Customer is First policy, mall administration
constantly endeavors to improve mall facilities and services not only for its shoppers but also for its
merchants. This year Ayala Center Cebu opened a new and bigger PUJ and V-Hire terminal.
Boasting of bigger capacity, additional routes and covered walkways, it has provided for a much more
enjoyable and convenient arrival for our PUJ riding patrons.
- 26 -
Ayala Center Cebu continues to set new standards leading the way for the new Cebuano
cosmopolitan lifestyle.
Ayala Center Cebu posted a 7% increase in revenue as it reached P
= 397.7 million. This is
38% of the Companys total revenues.
Revenue from Amara residential lots reached P
= 116.2 million comprising 11% of the
companys total revenue.
The sale of the two remaining Park Tower 2 units generated P
= 18.4 million.
City Sports Club-Cebu, the Companys exclusive urban resort project registered P
= 4.4
million in revenues. As of end 2006 a total of 1,019 shares were sold.
Rental of e-Office brought in P
= 52.0 million or 5% of consolidated revenues.
The Company also derived interest and other investment income amounting to P
= 70.2
million, 71% higher than last years P
= 41.0 million.
Cebu Leisure Company, Inc., a wholly-owned subsidiary of the company generated
revenue from its Food and cinema operations amounting to P
= 98.0 million. Equity earnings of an
associate (Cebu Insular Hotel Company, Inc.) totaled P
= 27.1 million, showing a 12% increase
compared to the previous years P
= 24.2 million.
Financial Condition
The companys balance sheet remained strong as its total assets stood at P
= 4.717 billion as
of December 31, 2006. Current assets stood at P
= 1.661 billion, P
= 532.1 million of which is cash. It has
current ratio of 2.13:1 compared to 2.16:1 in December 2005. Total liabilities as of the period stood at
P908.5 million, P
= 780.8 million of which is current. Debt-to-equity ratio stood at 0.26:1.
Causes for Material Changes from Period to Period of Financial Statements
Increase in real estate and rental & theater income revenues by P313.3 million or 50%:
Sale of 2 CBP lots with a total area of 3,011 sq. m. to Fastem Housing & Development Corp.
Sale of 7 Asiatown IT Park lots to different buyers., with a total area of 7,498 sq.m
Revenue from new residential project (Amara) and sale of sports club shares and residential
condo
Increase in rental income from ACC tenants/merchants (new merchants and increase in rates)
Increase in rental income from e-office building
Improved rental and theater revenue from Cebu Leisure Company, Inc.
Increase in interest and other income by P29.3 million or 71%:
Substantially from the accretion of interest income on trade receivables, advances to officers and
employees, due to Coastal Highpoint Ventures, Inc., resulting from the adoption of PAS 39
Interest income from cash deposits
Increase in equity in net earnings of an associate by P3.0 million or 12%
Cebu Insular Hotel Company, Inc.s income significantly improved during the year.
Increase in cost and expenses by P208.9 million or 39%
Substantially due to the cost from commercial lots and Amara Phase 1 and 2 lots sold
Rising costs for most direct operating expenses (ex. water charges, repairs and maintenance,
aircon, and other utilities).
Higher provision for income tax due to higher net income
- 27 -
There is no material commitment for capital expenditures other than those performed in the ordinary
course of trade or business.
There is no known trend, event or uncertainty that have had or that are reasonably expected to have a
material impact on the net sales or revenues or income from continuing operations.
There is no significant element of income arising from continuing operations.
There have not been any seasonal aspects that had a material effect on the financial condition or
results of the Companys operations.
There were no known events and uncertainties that will trigger direct or contingent financial
obligation that is material to the company, including any default or acceleration of an
obligation.
There were no material off-balance sheet transactions, arrangements, obligations (including
contingent obligations), and other relationship of the company with unconsolidated entities or
other persons created during the reporting period.
Item 7. Financial Statements (see annex audited financial statements and supplementary schedules)
The consolidated financial statements and schedules listed in the accompanying Index to
Financial Statements and Supplementary Schedules are filed as part of this Form 17 - A.
Item 8. Changes in and Disagreements With Accountants on Accounting and Financial
Disclosure
(Part III, Paragraph (B) of SRC Rule 12)
There are no changes in and disagreements with accountants on accounting and financial
disclosures.
BOARD OF DIRECTORS
The members of the Board of Directors are elected at the general meeting of stockholders,
who shall hold office for the term of one (1) year or until their successors shall have been elected and
qualified. The following are the directors and officers brief description of their business experiences
during the past five years.
- 29 -
Jaime I. Ayala, 45, Filipino, has served as Chairman of the Board of Directors since July
2004. He also serves as President and CEO of Ayala Land, Inc. He joined ALI in January 2004 as
Executive Vice President and member of the Management Committee. Concurrently, he is Senior
Managing Director of Ayala Corporation. His other significant positions include: Chairman of the
Board of Directors and President of Makati Property Ventures, Inc.; Chairman of the Board of
Directors of Ayala Property Management Corp., Cebu Insular Hotel Co., Inc., Cebu Property Ventures
& Development Corp., Community Innovations, Inc., Avida Land Corp., Laguna Technopark, Inc.,
Makati Development Corp., and Station Square East Commercial Corp; Member of the Board of
Directors and President of Aurora Properties, Inc., Ayala Hotels, Inc., Ceci Realty Inc., Enjay Hotels,
Inc., Roxas Land Corp., Vesta Property Holdings, Inc. and Anvaya Cove Beach and Nature Club, Inc.;
Member of the Board of Directors of Alabang Commercial Corp., Ayala Greenfield Development
Corp., Ayala Infrastructure Ventures, Inc., Ayala Land Sales, Inc., Berkshire Holdings, Inc., Bonifacio
Arts Foundation, Inc., Bonifacio Land Corp., Emerging City Holdings, Inc., Fort Bonifacio Development
Corp., myAyala.com, Inc., Ayala Center Association and Makati Parking Authority. Prior to joining ALI,
he spent 19 years with McKinsey & Company in the US, Mexico, Tokyo and Hong Kong. At McKinsey,
he was a Director (senior partner) and played a number of global and regional leadership roles,
including that of President of McKinsey's Manila office. He earned his M.B.A. from Harvard School,
graduating with honors in 1988. He completed his undergraduate work in 1984 at Princeton University,
where he graduated Magna Cum Laude in Economics, with a minor in Engineering.
Francis O. Monera, 53, Filipino, is currently the President and Director of Cebu Holdings, Inc.
and Cebu Property Ventures and Development Corporation. He was the Chief Operating Officer of
Cebu Holdings, Inc. before he was elected President of the Company effective 01 January 2007. He
also holds the position of Vice President of Ayala Land, Inc. Before joining ALI, he was the Senior
AVP/Corporate Controller of Philippine National Construction Corporation. He served as President of
the Cebu Chamber of Commerce and Industry from February 2006 to 2008. He is currently the
Regional Governor of Philippine Chamber of Commerce and Industry-Central Visayas. He graduated
Magna Cum Laude with a Bachelor of Science in Commerce degree. He finished his MBA studies at
the Ateneo de Manila Graduate School of Business and attended an Executive Development Program
at the Harvard University Graduate School of Business.
Antonio S. Abacan, Jr., 65, Filipino, has served as Director of Cebu Holdings, Inc. since
November 1993. He is currently the Chairman of Metropolitan Bank & Trust Company and Vice
Chairman of the Metrobank Group. His other significant positions include: Chairman of First Metro
Investment Corporation, Federal Homes, Inc., Circa 2000 Homes, Inc., Baywatch Realty Corp. and
Baywatch Project Management Corporation; Vice Chairman of Global Business Holdings and of the
Advisory Board of First Metro International Investment Co. Ltd. (Hongkong); Director of Philippine
Chamber of Commerce and Industry; Member of the Board of Governors of MACEA; and has a seat
in the Advisory Boards of Metrobank Foundation, Inc., Philippine AXA Life Insurance Corporation,
Global Business Power Corp., Toyota Cubao, Inc. and Toyota Manila Bay Corp. He obtained his
Bachelor of Science degree in Business Administration major in Banking and Finance from Mapua
Institute of Technology and is a graduate of the Executive Program of the Stanford University
Graduate School of Business. A recipient of several awards, the most recent was the International
Association of Business Communicators (IABC) CEO Excel Award in November 2006.
Natividad N. Alejo, 51, Filipino, has served as Director of Cebu Holdings, Inc. since 2003 and
is currently the Head of Consumer Banking Group of Bank of the Philippine Islands (BPI). She has
also served as the President and Director of BPI Capital Corporation and BPI Securities Corporation
from 2001 to 2006. She also holds the following positions: Director of Investment & Capital
Corporation of the Philippines, Beacon Property Ventures, Inc., Ayala Life Assurance, Inc., BPI
Bancasssurance, Inc., Santiago Land Development Corp., Cebu Property Ventures & Development
Corp., Prudential Investments, Inc., Prudential Venture Capital Corporation, First Batangas Hotel
Corp., FEB Speed International, Inc. and Shemberg Biotech. She graduated AB Economics (Summa
Cum Laude) from the Divine Word University, Tacloban City in 1976. She took MA Economics at the
University of the Philippines in 1978 and completed the Advanced Management Program at the
Harvard Business School in Fall 2005.
- 30 -
Jose Rene D. Almendras, 47, Filipino, has served as Director of Cebu Holdings, Inc. since
April 2001 and as President from April 2001 until December 2006. He also serves as a Managing
Director of Ayala Corporation and concurrently, the Group Director for Business of Manila Water Co.,
Inc. since January 2007. His other significant positions include: Director of City Sports Club Cebu,
Avida Land Corp. and Anvaya Cove Beach and Nature Club, Inc. He used to be a Vice President of
Ayala Land, Inc. until December 2006, President and CEO of City Savings Bank and First Vice
President of Aboitiz Equity Ventures. He graduated with a degree of Business Management at the
Ateneo de Manila University and completed the Strategic Business Economic Program from the
University of Asia and the Pacific.
Enrique L. Benedicto, 66, Filipino, has served as Director since 2003. He is currently the
Honorary Consul of Belgium. His other significant positions include: Chairman of Enrison Holdings,
Inc., Benedict Venture, Inc., Cebu Grand Industries, Inc. and Grand Steel, Inc.; Vice Chairman of
Bernardo Benedicto Foundation, Inc.; and President of Berben Wood Industries, Inc. He had the
following awards: Officer in the Order of Leopold II by his Majesty Baudowin King of the Belgians;
Most Outstanding Cebuano Citizen per Cebu City Council Resolution dated 18 February 1991 and
presented during the 54th Cebu Citys Charter Day celebration on the same year, Great Cebuano
Award conferred by the Province of Cebu, Sugbuanong Kumintaristang Nagpakabana (SUKNA),
Kapisanan Ng Mag Brodkaster Ng Pilipinas (KBP) and Mandaue Chamber of Commerce and Industry,
Inc; Most Outstanding Alumnus award given by the University of San Jose-Recoletos, Agustinian
Recollection Awards 4th Centennial 1989 Alumni Awards. He has been a member of the Board of
Trustees of Cebu Investment Promotions Center for 12 consecutive years. He graduated with a
degree of Bachelor of Science in Commerce at the University of San Jose-Recoletos in 1964.
Fr. Roderick C. Salazar Jr., SVD, 61, Filipino, has served as Director of Cebu Holdings, Inc.
since 2005. He is the President of the University of San Carlos and Catholic Educational Association
of the Philippines (CEAP), the Regional Director of CEAP Region VII and the Chair of the
Coordinating Council of Private Educational Associations (COCOPEA). His other significant positions
include: Chairman of the Board of Trustees of Holy Name University of Tagbilaran City, St. Jude
Catholic School in Manila, St. Scholastica's Academy in Talisay City, Cebu, Liceo del Verbo Divino in
Tacloban City, and Cebu Archdiocesan Commission on Education; Trustee of St. Paul University
Philippines in Tuguegarao, St. Paul University in Dumaguete City, Center for Educational
Measurement (CEM), Private Education Advisory Council (PEAC) and Cebu State College of Science
and Technology System; Director of People's Television Network (PTV4, now National Broadcasting
Network) and Philippine Accrediting Association of Schools, Colleges and Universities (PAASCU); and
Vice President for Asia of the Office Internationale de Enseignment Catholique (OIEC). He was
ordained priest on 21 June 1974. He finished his Master of Arts in Philosophy at Divine Word
Seminary, Tagaytay City in 1975 and Master of Arts in Mass Communication from the University of
Leicester in 1983. He had his doctoral studies in mass communication at the University of Leicester,
England from October 1983 to October 1987.
Hernando O. Streegan, 73, Filipino, has served as Director since 2006. He is Chief Executive
Officer of Rhine Marketing Corp. and Rhine Plans Corp. His other significant positions include:
Director of Charmaine Corp., Carson Corp., Metal Engineering Resources Corp., Mactan Cebu
International Airport Authority, Inc., Cebu City Medical Center, Philippine Business for Social
Progress-Visayas Executive Committee and Parks & Playground Commission-Cebu City; Member of
Regional Screening Committee, House of Representatives Fellowship Program, Council of Advisers,
Kapisanan Ng Mga Brodkasters Sa Pilipinas-Cebu Chapter, Technical Education & Skills
Development Authority-Region 7 and Cebu Chamber of Commerce & Industry; President of Cebu
Council, Boy Scouts of the Philippines; and Director of Cebu Youth Center, Inc.
Vincent Y. Tan, 57, Filipino, has served as Director since April 2007. He is currently an
Executive Vice-President, member of the Management Committee and Head of the Planning Group
and Strategic Landbank Management Group of Ayala Land, Inc. His other positions include: Chairman
and President of Bonifacio Cable One Corp., Bonifacio Construction Management Corp., Bonifacio
Global City Estate Services Corp., Bonifacio Transport Corporation, Bonifacio Trees & Greens
- 31 -
Corporation, Capital Consortium, Inc., Crescent West Development Corporation, North Bonifacio
Development Corporation; Chairman of the Board of Laguna Technopark, Inc., CMPI Holdings, Inc.
and CMPI Land, Inc., Bonifacio Estate Services Corp., Fort Bonifacio Development Foundation, Inc.;
President of ALlnet.com, Inc.; and Member of the Board of Directors of Ayala Greenfield Development
Corporation, Community Innovations, Inc., Station Square East Commercial Corporation, Aurora
Properties, Inc., Vesta Property Holdings, Inc., myAyala.com, Inc., Metro Rail Transit Corporation,
Metro Rail Transit Dev. Corp., Metro Rail Transit Holdings II, Inc., MRT Holdings, Inc., North Triangle
Development Corporation, Berkshires Holdings, Inc., Bonifacio Land Corp., Columbus Holdings, Inc.,
Emerging City Holdings, Inc., Fort Bonifacio Development Corporation and Anvaya Cove Beach and
Nature Club, Inc.; and Treasurer of Bonifacio Art Foundation. He graduated with a degree of B.S.
Management Engineering (Cum Laude) at the Ateneo de Manila University in 1971 and earned his
M.B.A. (Concentration in Management Science and Finance) at the University of Chicago in 1973.
Nominee to the Board of Directors for the ensuing year:
Emilio J. Tumbocon, 51, Filipino, is a Senior Vice-President, member of the Management
Committee of Ayala Land, Inc. and concurrently, serves as President of Ayala Property Management
Corporation, a wholly owned subsidiary of ALI. He is also a certified Project Management Professional
(PMP06) of the Project Management Institute, Past President of the Philippine Constructors
Association, Inc. (PCA), a Trustee of the Construction Safety Foundation, Inc. and a Director of the
Anvaya Cove Beach and Nature Club, Inc. He graduated from the University of the Philippines with a
degree of Bachelor of Science in Civil Engineering in 1979 and finished his Masters in Business
Administration at the same university in 1985. He also took the Construction Executive Program at
Stanford University in 1987, the Senior Business Executive Program in 1991 at the University of Asia
and the Pacific, and The Executive Program at Darden Graduate School of Business Administration,
University of Virginia in 1997.
Jaime E. Ysmael, 47, is Senior Vice President, Chief Finance Officer and member of the
Management Committee of Ayala Land, Inc. Concurrently, he is Managing Director of Ayala
Corporation. His other significant positions include: Director and Treasurer of Alinet.com, Ayala
Hotels, Inc., Ayala Land International Sales, Inc., Ayala Land Sales, Inc., Community Innovations, Inc.,
Enjay Hotels, Inc., Laguna Technopark, Inc., Makati Property Ventures, Inc. and Serendra, Inc.;
Director, Treasurer & Chief Finance Officer of Anvaya Cove Beach & Nature Club, Inc., Glensworth
Development, Inc., Hillsford Property Corporation and Gisborne Property, Inc.; Director of Alabang
Commercial Corp., Allysonia International, Inc., Aurora Properties, Inc., Avida Land Corporation,
Batangas Asset Corporation, Bridgebury Realty Corp., Cebu Insular Hotel Company, Inc., Ceci Realty,
Inc., CMPI Holdings, Inc., CMPI Land, Inc., Crans Montana Property Holdings Corp., Gammon
Philippines, Inc., Laguna Phenix Structures Corp., Makati Theatres, Inc., North Triangle Depot
Commercial Corp., Oxbury Realty Corp., Piedmont Property Ventures, Inc., Regent Time International
Ltd., Station Square East Commercial Corp., Stonehaven Land, Inc., Streamwood Properties, Inc.,
and Vesta Properties Holdings, Inc.; and Chief Finance Officer of Roxas Land Corp. He graduated
Summa Cum Laude at the University of the East with a degree of Bachelor of Science in Business
Administration, Major in Accounting. He holds an M.B.A. degree (Major in Finance) from The Wharton
School and an M.A. degree in International Studies from the School of Arts and Sciences of the
University of Pennsylvania under The Joseph H. Lauder Institute of Management and International
Studies.
- 32 -
Executive Officers
Francis O. Monera*
Tetta B. Baad
Renato O. Marzan
Renan R. Osero
Ver J. De la Cerna
President
Vice President
Corporate Secretary
Assistant Corporate Secretary
Assistant Vice President and Division Head, Property Management
Division, Security and Customer Affairs and Corporate Communication
Eleanore R. Tomaneng
Finance and Control Officer
Ma. Clavel G. Tongco
Senior Division Head, Commercial Center Business Group
Jose Maria D. Lopez
Division Head, Projects Development Group
* Member of the Board of Directors
None of the members of CHIs management owns 1.0% or more of the outstanding capital
stock of the Company as of December 31, 2007.
Tetta B. Baad, 59, Filipino, serves as Vice President for Marketing and Sales and Heads the
Real Estate Development Group of Cebu Holdings, Inc. and Cebu Property Ventures & Development
Corp. She is also a Senior Division Manager of Ayala Land, Inc. Before joining the Company, she
held various marketing and PR positions at the Pacific Tourism Group and Cebu Plaza Hotel and was
the Sales and PR director when she left for the US where she gained merchandising experience at
Gumps and Contempo Casuals, a Nelman Marcus company. She joined CHI in 1995 as Marketing
manager of Ayala Center Cebu. She has also worked in the Ministry of Public Information, Region 7
as a Training Officer and Managing Editor of a development news magazine. She is currently a Cebu
City Tourism Commissioner and Chairman of the Balik-Cebu Committee. She graduated with AB at
St. Theresas College and University of San Carlos in Cebu City.
Renato O. Marzan, 59, Filipino, has served as Corporate Secretary of Cebu Holdings, Inc. for
more than 5 years. He is a member of the Management Committee of Ayala Corporation (Holding
Company) since May 2007. He also serves as General Counsel, Managing Director, Compliance
Officer and Assistant Corporate Secretary of Ayala Corporation; Director and Corporate Secretary of
Integrated Micro-electronics, Inc., Honda Cars Makati, Inc., and Isuzu Automotive Dealership, Inc.;
Corporate Secretary of Globe Telecom, Inc., AC International Finance Ltd., Cebu Property Ventures
and Development Corp., Avida Land, Corp., Ayala Hotels, Inc., Alabang Commercial Corp.,
Community Innovations, Inc., and Ayala Automotive Holdings Corporation; and Assistant Corporate
Secretary of Ayala Land, Inc. and Ayala Foundation, Inc. He had his education at the San Beda
College with a degree in Bachelor of Arts in Philosophy (Magna Cum Laude) in 1969 and Bachelor of
Laws (Cum Laude) in 1973.
Renan R. Osero, 54, Filipino, has served as Assistant Corporate Secretary of Cebu Holdings,
Inc. for more than 5 years. He is also an Associate Director of Ayala Corporation. He is also currently
the Corporate Secretary of Childrens Hour Philippines, Inc., Ayala Multi-Purpose Cooperative,
Speedy-Tech (Phils.), Inc. and Southern Innovative Theatre Management, Inc. He is likewise the
Assistant Corporate Secretary of Cebu Property Ventures & Development Corp., Ayala Hotels, Inc.,
Ayala Property Management Corporation, Ayala Theatres Management, Inc., Alabang Commercial
Corporation, Avida Land Corporation, Makati Development Corporation, Station Square East
Commercial Corporation, Roxas Land Corporation, Integrated Micro-electronics, Inc. and Mermac,
Inc. He graduated from the Arellano University School of Law as Salutatorian in 1986 and was
admitted to the Philippine Bar in 1987.
Ver J. dela Cerna, 58, Filipino, serves as Assistant Vice President and Division Head of
Property Management, Corporate Communications, Customer Affairs and Security of Cebu Holdings,
Inc. and Cebu Property Ventures & Development Corp. Before joining CHI, he held several positions
in the media industry. He joined the Company in 1989 as PR Manager and later was given more
responsibilities as Customer Affairs Manager until his appointment as Division Head. He is an
accredited mediator for court-annexed cases and was the past President of the Ayala Business Club
in Cebu. He sits in the Board of the Cebu Business Park Association, Inc., Asiatown IT Park
Association, Inc., and Cebu Holdings Center Condominium Corporation. He is a member of the
- 33 -
Management Committee of City Sports Club Cebu and a member of the Protected Area Management
Board of the Central Cebu Protected Landscape. He graduated with AB at the University of San
Carlos, Cebu City.
Eleanore R. Tomaneng, 41, Filipino, is the Senior Division Manager at the Finance Group of
Cebu Holdings, Inc. She joined the Company in 1993 as Financial Analyst then moved on to become
the Accounting Manager in 1995. In 2000, she became the Deputy Head of Finance until her
appointment as Finance and Control Officer in 2005 and as member of the Management Committee of
CHI in 2005. She graduated as Summa Cum Laude (Bachelor of Science in Commerce Major in
Accounting) and was chosen as one of the Ten Outstanding Graduates of the University of San Carlos
(Cebu City) in 1987. She placed 5th in the board examinations for Certified Public Accountants in
1988. She joined SGV & Co., CPAs as auditor before she pursued her masteral course at the Asian
Institute of Management which she continued and completed at Deakins University at Melbourne,
Australia under a scholarship grant by the Australian government.
Ma. Clavel G. Tongco, CPA, 40, Filipino, serves as the Senior Division Head of the
Commercial Center Business Group of Cebu Holdings, Inc. (Ayala Center Cebu). Before joining CHI,
she was connected with Cebu Plaza Hotel (Pathfinder Holdings, Inc.) as General Accountant.
Because of her dedication and perseverance at work, she was transferred to Alegre Beach Resort
and promoted as Assistant Comptroller of the company. She joined CHI on 15 March 1993 as a
Lease Administration Supervisor. She graduated Magna Cum Laude at the University of San Jose
Recoletos, Cebu City with a degree in Accounting.
Jose Maria D. Lopez, 50, Filipino, is currently the Project Development Head of Cebu
Holdings, Inc. Concurrently, he serves as an Assistant Vice President in Ayala Land, Inc. assigned to
the Strategic Planning Unit of the Strategic Landbank Management Group. He joined ALI in 1993 and
has since then participated in the development of several ALI office retail and residential projects. He
graduated magna cum laude with a Bachelor of Science degree major in Civil Engineering from the
University of the Philippines in 1980. He ranked 7th in the civil engineering board examination in 1980.
In 1990, he obtained a masters degree in Applied Business Economics from the Center for Research
and Communications (now University of Asia and the Pacific).
(2) Significant Employees
The Corporation considers its entire work force as significant employees. Everyone is
expected to work together as a team to achieve the Corporations goals and objectives.
- 34 -
NAME
2008*
OTHER
VARIABLE
PAY
BASIC
PAY
PRINCIPAL POSITION
President
Vice President
Assistant Vice President
and Division Head,
Property Management
Division, Security and
Customer Affairs and
Corporate Comm.
Eleanore
R. Finance and Control
Tomaneng
Officer
Ma. Clavel G. Tongco
Senior Division Head,
Commercial Center
Business Group
Jose Maria D. Lopez
Division Head, Projects
Development Group
All above-named Officers as a group
P9.93 Mn
BASIC
PAY
2007
OTHER
VARIABL
E PAY
2006
OTHER
VARIAB
LE PAY
BASIC
PAY
Francis O. Monera
Tetta B. Baad
Ver J. dela Cerna
P1.57 Mn
P9.02 Mn
P1.42 Mn
P13.60 Mn P3.35 Mn
2008*
NAME
All other officers (Senior
Personnel w/ pay class of SP-C)
as a group unnamed
2007
2006
BASIC
PAY
OTHER
VARIABLE
PAY
BASIC
PAY
OTHER
VARIABLE
PAY
BASIC
PAY
OTHER
VARIABLE
PAY
P3.19 Mn
P0.31 Mn
P2.90 Mn
P0.28 Mn
P2.49 Mn
P0.32 Mn
The total annual compensation was all paid in cash. The total annual compensation includes
the basic salary and other variable pay (performance bonus and other taxable income).
The Company has no other arrangement with regard to the remuneration of its existing
directors and officers aside from the compensation received as herein stated.
The Executive Officers are regular employees of the Company.
Compensation of Directors
The members of the Board of Directors are entitled to receive a reasonable per diem for
attendance at each meeting of the Board of Directors. Other than such per diem, there is no other
arrangement pursuant to which any amount or compensation is due to the directors for services
rendered as such.
Employment Contracts, Termination of Employment and Change-in-Control Arrangements
An employment contract between the Registrant and a named executive officer will normally
include a compensation package, duties and responsibilities and term of employment.
The Registrant has not entered into any compensatory plan or arrangement with any named
executive officer which would entitle such named executive officer to receive any amount under such
plan or arrangement as a result of, or which will result from, the resignation, retirement or any other
- 35 -
termination of such executive officers employment with the Registrant and its subsidiaries or from a
change in control of the Registrant or a change in the executive officers responsibilities following a
change in control of the Registrant.
Warrants and Options Outstanding
Other than options to purchase shares of the authorized capital stock of the Registrant in their
capacity as stockholders of the Registrant pursuant to their pre-emptive right granted by the Articles of
Incorporation, there are no outstanding warrants or options held by the chief executive officer, named
executive officers and other officers or directors of the Registrant.
Item 11. Security Ownership of Certain Beneficial Owners and Management
(Part IV, Paragraph (C) of SRC Rule 12)
1. Security Ownership of Certain Record and Beneficial Owners (of more than 5%) of
Common Shares as of 31 January 2008.
Type of
Class
Common
Common
Common
Common
Common
Name of Beneficial
Owner and
Relationship with
Record Owner
Ayala Land, Inc.2
Citizenship
No. of
Shares Held
Percent
of
Class
Filipino
907,350,732
47.26%
Hongkong and
Shanghai Banking
Corporation
(HSBC)4
Santiago Land
Development Corp.6
Various
258,811,000
13.48%
Filipino
253,602,857
13.21%
Hongkong and
Shanghai Banking
Corporation
(HSBC)4
First Metro
Investment Corp.8
Filipino
225,598,860
11.75%
Filipino
186,695,363
9.72%
Ayala Land, Inc. (ALI) is the parent company of Cebu Holdings, Inc. (CHI)
As per By-laws and the Corporation Code, the Board of Directors of ALI has the power to decide
how ALI shares in CHI are to be voted.
3 The PCD is not related to the Company.
4 HSBC is a participant of PCD. The 163,514,000 shares or 8.52% of the total issued and outstanding
shares of the Company beneficially owned by HSBC form part of the 484,409,860 shares registered in
the name of PCD Non-Filipino and Filipino. The clients of HSBC have the power to decide how their
shares are to be voted.
5 Santiago Land Development Corp. (Santiago Land) is not related to the Company.
6 As per By-laws and the Corporation Code, the Board of Directors of Santiago Land has the power to
decide how Santiago Lands shares in CHI are to be voted.
7 First Metro Investment Corp. (First Metro) is not related to the Company.
8 As per By-laws and the Corporation Code, the Board of Directors of First Metro has the power to
decide how First Metros shares in CHI are to be voted.
1
2
- 36 -
2)
Type of
Class
Directors
Common
Common
Common
Common
Jaime I. Ayala
Francis O. Monera
Antonio S. Abacan, Jr.
Natividad N. Alejo
1
1
18,751
45,000
Common
Jose Rene D. Almendras
Common
Enrique L. Benedicto
Common
Fr. Roderick C. Salazar, Jr.
Common
Hernando O. Streegan
Common
Vincent Y. Tan
CEO and Highly Compensated Officers
Common
Francis O. Monera
Common
Tetta B. Baad
Common
Ver J. dela Cerna
Common
Eleanore R. Tomaneng
Common
Ma. Clavel G. Tongco
Common
Jose Maria D. Lopez
Other Executive Officers
Common
Renato O. Marzan
Common
Renan R. Osero
All Directors and Officers as a group
100
1
1
1
375,001
1
0
63,300
2,500
6,250
9,375
6,250
625
527,157
Citizenship
Percent
of Class
Filipino
Filipino
Filipino
Filipino
0.0000%
0.0000%
0.0010%
0.0023%
Filipino
Filipino
Filipino
Filipino
Filipino
0.0000%
0.0000%
0.0000%
0.0000%
0.0195%
(direct)
(direct)
(direct)
(direct)
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
0.0000%
n/a
0.0033%
0.0001%
0.0003%
0.0005%
(indirect)
(indirect)
Filipino
Filipino
0.0029%
0.0000%
0.0275%
(direct)
(direct)
(direct)
(direct &
indirect)
(direct)
(direct)
(direct)
(direct)
(direct)
(direct)
No change of control in the Corporation has occurred since the beginning of its last fiscal
year.
(3) Voting Trust Holders of 2% or More
No Director, Executive Officer, or stockholder holds more than 2% of a class under a
voting trust or similar agreement.
(4) Changes in Control
As of the date hereof, there is no agreement or arrangement which may result in a
change in control of the Company.
Compliance with leading practice on Corporate Governance
a. The evaluation system which was established to measure or determine the level of
compliance of the Board of Directors and top level management with its Manual of
Corporate Governance consists of a Customer Satisfaction Survey which is filled up by
the various functional groups indicating the compliance rating of certain institutional units
and their activities. The evaluation process also includes a Board Performance
Assessment which is accomplished by the Board of Directors indicating the compliance
ratings. The above are submitted to the Compliance Officer who issues the required
certificate of compliance with the Companys Corporate Governance Manual to the
Securities and Exchange Commission.
b. To ensure good governance, the Board establishes the vision, strategic objectives, key
policies, and procedures for the management of the Company, as well as the mechanism
- 37 -
for monitoring and evaluating Managements performance. The Board also ensures the
presence and adequacy of internal control mechanisms for good governance.
c.
There was no deviation committed by any of the Companys directors and officers on the
Manual of Corporate Governance during the period covered in this report. The Company
adopted the Manual of Corporate Governance and full compliance with the same has
been made since the adoption of the Manual, except for the following:
d. The Company is taking further steps to enhance adherence to principles and practices of
good corporate governance. Below are some of the initiatives being undertaken by the
Company to ensure adherence to corporate governance.
o
o
o
o
o
o
o
o
There was no deviation committed by any of the Companys directors and officers on the
Manual of Corporate Governance during the period covered in this report.
Item 12. Certain Relationships and Related Transactions
(Part IV, Paragraph (D) of SRC Rule 12)
The Company, in its regular course of trade or business, enters into transactions with its
parent company and subsidiaries involving mainly advances. In addition, the Company obtains
borrowings from banks and other local financial institutions, including an affiliated commercial bank.
However, no other transaction was undertaken by the Company in which any Director or Executive
Officer was involved or had a direct or indirect material interest.
List of all parents of the registrant showing the basis of control and as to each parent, the
percentage of voting securities owned or the basis of control by its immediate parent, if any.
* Ayala Land, Inc. (ALI)
47.26% owner (907,350,732 shares)
ALI is majority owned by Ayala Corporation.
December 31
2007
ASSETS
Current Assets
Cash and cash equivalents (Notes 4 and 22)
Receivables - net (Notes 5, 15 and 22)
Subdivision land for sale - at cost
Sports club shares for sale - at cost
Other current assets (Note 6)
Total Current Assets
Noncurrent Assets
Noncurrent portion of trade receivables - net (Notes 5 and 22)
Land and improvements (Note 13)
Investments in an associate (Note 7)
Investment properties - net (Notes 8 and 13)
Property and equipment - net (Notes 9 and 15)
Deferred tax assets - net (Note 20)
Other noncurrent assets (Note 10)
Total Noncurrent Assets
2006
P
= 904,767
208,521
354,321
359,550
69,901
1,897,060
P
= 532,127
198,005
487,207
360,674
58,238
1,636,251
39,109
836,660
191,024
2,002,358
224,055
137,454
3,430,660
P
= 5,327,720
91,252
798,277
234,032
1,797,287
86,849
3,047
47,710
3,058,454
P
= 4,694,705
P
= 771,656
167,570
5,639
944,865
P
= 528,861
117,509
1,022
180,000
19,995
847,387
60,717
8,955
330,000
399,672
1,344,537
38,557
38,557
885,944
-2-
Equity
Equity Attributable to Equity Holders of Cebu Holdings, Inc.
Capital stock - P
= 1 par value
Authorized - 3,000,000,000 shares
Issued - 1,920,073,623 shares
Additional paid-in capital
Retained earnings
Minority interest
Total Equity
2007
December 31
2006
P
= 1,920,073
856,685
933,731
3,710,489
272,694
3,983,183
P
= 5,327,720
P
= 1,920,073
856,685
777,960
3,554,718
254,043
3,808,761
P
= 4,694,705
2007
2005
REVENUE
Real estate
Rental income (Notes 8 and 24)
Theater income
Equity in net earnings of an associate (Note 7)
Interest and other income
P
= 589,301
530,345
66,579
23,695
71,825
1,281,745
P
= 489,097
391,149
59,755
27,148
70,248
1,037,397
P
= 123,224
444,012
58,864
24,179
40,995
691,274
720,022
161,479
22,232
903,733
581,981
142,271
21,113
745,365
382,192
119,415
33,062
534,669
378,012
292,032
156,605
85,262
65,425
31,338
P
= 292,750
P
= 226,607
P
= 125,267
P
= 251,775
40,975
P
= 292,750
P
= 206,778
19,829
P
= 226,607
P
= 117,346
7,921
P
= 125,267
P
= 0.108
P
= 0.061
P
= 0.131
2007
2005
P
= 1,920,073
P
= 1,920,073
P
= 1,920,073
856,685
856,685
856,685
777,960
251,775
(96,004)
933,731
3,710,489
667,186
206,778
(96,004)
777,960
3,554,718
549,840
117,346
667,186
3,443,944
254,043
40,975
(22,324)
272,694
P
= 3,983,183
234,214
19,829
254,043
P
= 3,808,761
244,155
7,921
(17,862)
234,214
P
= 3,678,158
P
= 378,012
2005
P
= 292,032
P
= 156,605
101,501
(51,984)
(23,695)
17,968
14,943
103,713
(47,579)
(27,148)
19,406
4,908
108,407
(13,653)
(24,179)
31,941
2,439
(3,335)
3,451
436,861
345,332
261,560
62,137
132,886
1,124
(34,631)
(37,236)
94,029
2,338
10,999
7,647
(53,717)
31,072
4,497
(11,171)
240,449
89,980
928,806
26,076
(17,634)
(40,277)
896,971
(9,567)
180,863
594,405
32,223
(19,748)
(56,136)
550,744
175,485
20,369
428,095
22,587
(32,004)
(40,052)
378,626
(296,491)
(149,122)
(48,533)
(71,971)
(49,338)
(4,290)
(39,999)
(89,744)
70,038
(505,318)
(40,580)
(20,371)
(181,455)
(6,899)
(6,373)
(66,900)
-2-
2007
CASH FLOWS FROM FINANCING ACTIVITIES
Payments of:
Bank loans
Long-term debt
Availment of long-term debt
Increase (decrease) in amounts due to related parties
Dividends paid:
Monitoring interest
Equity holders of Cebu Holdings, Inc.
Net cash used in financing activities
EFFECT OF EXCHANGE RATE CHANGES ON
CASH AND CASH EQUIVALENTS
NET INCREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR (Note 4)
CASH AND CASH EQUIVALENTS AT
END OF YEAR (Note 4)
See accompanying Notes to Consolidated Financial Statements.
2005
(P
= 180,000)
(19,995)
330,000
(15,747)
(P
= 100,000)
(49,720)
(2,757)
P
=
(57,385)
10,292
(22,324)
(96,004)
(4,070)
(11,507)
(96,004)
(259,988)
(5,996)
(53,089)
(14,943)
(4,908)
(2,439)
372,640
104,393
256,198
532,127
427,734
171,536
P
= 904,767
P
= 532,127
P
= 427,734
1.
Group Information
Cebu Holdings, Inc. (the Company) is incorporated in the Republic of the Philippines and is engaged in real estate
development, sale of subdivision land, residential and office condominium units and sports club shares, and lease of
commercial spaces. The registered office address of the Company is 7th Floor, Cebu Holdings Center, Cebu
Business Park, Cebu City.
Cebu Property Ventures and Development Corporation (CPVDC), a subsidiary, is engaged in real estate development
and sale of subdivision land and residential units. The registered office address of the Company is 7th Floor, Cebu
Holdings Center, Cebu Business Park, Cebu City.
Asian I-Office Properties, Inc. (AiO) is a wholly-owned subsidiary of CPVDC. Its purpose is to engage in all aspects of
real estate development and in leasing of corporate spaces. The registered office address of the Subsidiary is at 7th
Floor, Cebu Holdings Center, Cebu Business Park, Cebu City, Philippines. AiO was incorporated on September 24,
2007 and has not yet started operations.
Cebu Leisure Company, Inc. (CLCI), a subsidiary, is engaged in subleasing of commercial spaces, food courts and
entertainment facilities. The registered office address of CLCI is Basement II, Ayala Center Cebu, Cebu Business
Park, Cebu City.
CBP Theatre Management Company, Inc. (CBP Theatre), a subsidiary was registered with the Securities and
Exchange Commission on February 1, 1994 to engage in all aspects of the theatrical and cinematographic
entertainment business, including theatre management and other related undertakings. As of February 12, 2008,
CBP Theatre has not yet started its operations.
The consolidated financial statements of Cebu Holdings, Inc. and Subsidiaries (the Group) as of December 31, 2007
and 2006 and for each of the three years in the period ended December 31, 2007 were endorsed for approval by the
Audit Committee on February 12, 2008 and were authorized for issue by the Executive Committee of the Board of
Directors (BOD) on February 21, 2008.
2.
-2Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains control, and
continue to be consolidated until the date such control ceases.
The consolidated financial statements comprise the financial statements of the Company and the following whollyowned and majority-owned subsidiaries:
Effective Percentage of
Ownership
2007
Cebu Leisure Company, Inc.
CBP Theatre Management Company, Inc.
Cebu Property Ventures & Development Corporation
and Subsidiary
100%
100
2006
100%
100
76
76
The excess of the Companys cost of investment in CPVDC over its proportionate share in the underlying net assets
at date of acquisition was identified to, and thus allocated to Subdivision land for sale and Land and improvements
accounts in the consolidated balance sheets. It is amortized in proportion to the area of lots (in square meters) sold
by CPVDC.
Minority interests represent the portion of profit or loss and net assets in CPVDC and AiO not held by the Group and
are presented separately in the consolidated statement of income and consolidated statement of changes in equity
and within equity in the consolidated balance sheets, separately from the equity attributable to the Parent Company.
Changes in Accounting Policies
The accounting policies adopted are consistent with those of the previous financial year except as follows:
PFRS 7, Financial Instruments: Disclosures, and the complementary amendment to PAS 1, Presentation of Financial
Statements: Capital Disclosures (effective for annual periods beginning on or after January 1, 2007)
PFRS 7 introduces new disclosures to improve the information about financial instruments. It requires the disclosure
of qualitative information about exposure to risks arising from financial instruments, including specified minimum
disclosures about credit risk, liquidity risk and market risk, including sensitivity analysis to market risk. It replaces
disclosure requirements in PAS 32, Financial Instruments: Disclosure and Presentation and PAS 30, Disclosure in the
Financial Statements of Banks and Similar Financial Institutions. It is applicable to all entities that report under PFRS.
The amendment to PAS 1 introduces disclosures about the level of an entitys capital and how it manages capital.
The Group adopted the amendment to the transition provisions of PFRS 7, as approved by the Financial Reporting
Standards Councils, which gives transitory relief with respect to the presentation of comparative information for the
new risk disclosures about the nature and extent of risks arising from financial instruments. Accordingly, the Group
does not need to present comparative information for the disclosures required by paragraphs 31-42 of PFRS 7,
unless the disclosure was previously required under PAS 30 or PAS 32. The adoption of PFRS 7 and amendment to
PAS 1 resulted in additional disclosures, which are included throughout the consolidated financial statements. These
disclosures include presenting the different classes of loans and receivables (see Note 5), rollforward of allowance for
impairment losses (see Note 5), Groups capital management (see Note 22), credit quality of financial assets (see
Note 22), aging of past due but not impaired financial assets (see Note 22), and sensitivity analysis as to changes in
interest and foreign exchange rates (see Note 22).
-4The Group recognizes a financial asset or a financial liability in the balance sheet when it becomes a party to the
contractual provisions of the instrument. In the case of a regular way purchase or sale of financial assets, recognition
and derecognition, as applicable, is done using the settlement date accounting.
Financial assets in the scope of PAS 39 are classified as either financial assets at FVPL, loans and receivables, heldto-maturity financial assets, or available-for-sale (AFS) financial assets, as appropriate. Financial liabilities are
classified as either financial liabilities at FVPL or other financial liabilities. The Groups financial assets and financial
liabilities are of the nature of loans and receivables and other financial liabilities, respectively.
Determination of fair value
The fair value for financial instruments traded in active markets at the balance sheet date is based on their quoted
market price or dealer price quotations (bid price for long positions and ask price for short positions), without any
deduction for transaction costs. When current bid and asking prices are not available, the price of the most recent
transaction provides evidence of the current fair value as long as there has not been a significant change in economic
circumstances since the time of the transaction.
For all other financial instruments not listed in an active market, the fair value is determined by using appropriate
valuation techniques. Valuation techniques include net present value techniques, comparison to similar instruments
for which market observable prices exist, options pricing models, and other relevant valuation models.
Day 1 profit
Where the transaction price in a non-active market is different to the fair value from other observable current market
transactions in the same instrument or based on a valuation technique whose variables include only data from
observable market, the Group recognizes the difference between the transaction price and fair value (a Day 1 profit)
in the consolidated statement of income unless it qualifies for recognition as some other type of asset. In cases
where use is made of data which is not observable, the difference between the transaction price and model value is
only recognized in the consolidated statement of income when the inputs become observable or when the instrument
is derecognized. For each transaction, the Group determines the appropriate method of recognizing the Day 1 profit
amount.
Loans and receivables
Loans and receivables are nonderivative financial assets with fixed or determinable payments that are not quoted in
an active market. Such assets are carried at amortized cost using the effective interest rate method. Gains and
losses are recognized in consolidated statement of income when the loans and receivables are derecognized or
impaired, as well as through the amortization process. This accounting policy relates to the consolidated balance
sheet caption Cash and cash equivalents and Receivables.
After initial measurement, the loans and receivables are subsequently measured at amortized cost using the effective
interest rate method, less allowance for impairment. Amortized cost is calculated by taking into account any discount
or premium on acquisition and fees that are an integral part of the effective interest rate. The amortization is included
in the Interest income account in the consolidated statement of income. The losses arising from impairment of such
loans and receivables are recognized in the consolidated statement of income.
Other financial liabilities
Other financial liabilities are financial liabilities not designated at FVPL where the substance of the contractual
arrangement results in the Group having an obligation either to deliver cash or another financial asset to the holder, or
to satisfy the obligation other than by the exchange of a fixed amount of cash. After initial measurement, other
financial liabilities are subsequently measured at amortized cost using the effective interest rate method. Amortized
cost is calculated by taking into account any discount or premium on the issue and fees that are an integral part of the
effective interest rate.
This accounting policy applies primarily to the Groups accounts payable and accrued expenses, bank loans, longterm debt and other obligations that meet the above definition (other than liabilities covered by other accounting
standards, such as income tax payable).
-5Customers Deposits
Customers deposits are measured initially at fair value. After initial recognition, customers deposits are subsequently
measured at amortized cost using effective interest method.
For deposits, the difference between the cash received and its fair value is deferred (included in Customers deposit
and deferred credits in the consolidated balance sheet) and amortized using the straight-line method under the
Rental income account in the consolidated statement of income.
Derecognition of Financial Assets and Liabilities
Financial assets
A financial asset (or, where applicable, a part of a group of financial assets) is derecognized when: (a) the rights to
receive cash flows from the assets have expired; (b) the Group retains the right to receive cash flows from the asset,
but has assumed an obligation to pay them in full without material delay to a third-party under a pass-through
arrangement; or (c) the Group has transferred its right to receive cash flows from the asset and either (i) has
transferred substantially all the risks and rewards of the asset, or (ii) has neither transferred nor retained the risks and
rewards of the asset but has transferred control of the asset.
Where the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through
arrangement, and has neither transferred nor retained substantially all the risks and rewards of the asset nor
transferred control of the asset, the asset is recognized to the extent of the Companys continuing involvement in the
asset. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower
of the original carrying amount of the asset and the maximum amount of consideration that the Group could be
required to repay.
Financial liabilities
Financial assets and financial liabilities are offset and the net amount reported in the consolidated balance sheets if,
and only if, there is a currently enforceable legal right to offset the recognized amounts and there is an intention to
settle on a net basis, or to realize the asset and settle the liability simultaneously. This is not generally the case with
master netting agreements, and the related assets and liabilities are presented gross in the consolidated balance
sheet.
Impairment of Financial Assets
The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or group of
financial assets is impaired. A financial asset or a group of financial assets is deemed to be impaired if, and only if,
there is objective evidence of impairment as a result of one or more events that has occurred after the initial
recognition of the asset (an incurred loss event) and that loss event (or events) has an impact on the estimated
future cash flows of the financial asset or the group of financial assets that can be reliably estimated. Evidence of
impairment may include indications that the borrower or a group of borrowers is experiencing significant financial
difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or
other financial reorganization and where observable data indicate that there is measurable decrease in the estimated
future cash flows, such as changes in economic conditions that correlate with defaults.
-7Investment in an Associate
Investment in an associate is accounted for under the equity method of accounting. An associate is an entity in which
the Group has significant influence.
Under the equity method, the investment in an associate is carried in the consolidated balance sheet at cost plus
post-acquisition changes in the Companys share in the net assets of the investee companies. The consolidated
statement of income includes the Groups share in the results of the operations of the associate. Profit and losses
resulting from transactions between the Group and the associate is eliminated to the extent of the interest in the
associate.
The reporting date of the associate and the Group are identical and the associates accounting policies conform to
those used by the Group for like transactions and events in similar circumstances.
Investment Properties
Investment properties consist of properties that are held to earn rentals and for capital appreciation or both.
Investment properties, except for land, are carried at cost less accumulated depreciation and amortization and any
impairment in value. Land is carried at cost less any impairment in value.
Depreciation and amortization of investment properties commence once the properties are available for their intended
use and are computed using the straight-line method over its useful life. The estimated useful lives of investment
properties are as follows:
Land improvements
Buildings
40 years
5 to 40 years
Investment properties are derecognized when either they have been disposed of or when the investment property is
permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gains or losses
on the retirement or disposal of an investment property are recognized in the consolidated statement of income in the
year of retirement or disposal.
Transfers are made to investment property when, and only when, there is a change in use, evidenced by ending of
owner-occupation, commencement of an operating lease to another party or ending of construction or development.
Transfers are made from investment property when, and only when, there is a change in use, evidenced by
commencement of owner-occupation or commencement of development with a view to sale.
Transfers between investment property, owner-occupied property and inventories do not change the carrying amount
of the property transferred and they do not change the cost of that property for measurement or disclosure purposes.
Property and Equipment
Property and equipment are carried at cost less accumulated depreciation and any impairment in value. The initial
cost of property and equipment consists of its purchase price and any directly attributable costs of bringing the
property and equipment to its working condition and location for its intended use.
Construction-in-progress is stated at cost. This includes cost of construction, equipment and other direct costs.
Construction-in-progress is not depreciated until such time that the relevant assets are available for their intended
use.
Major repairs are capitalized as property and equipment only when it is probable that future economic benefits
associated with the item will flow to the Group and the cost of the items can be measured reliably. All other repairs
and maintenance are charged against current operations as incurred.
-8Depreciation and amortization of assets commence once the property and equipment are available for their intended
use and is computed on a straight-line basis over the estimated useful lives of the property and equipment as follows:
Office condominium and improvements
Furniture, fixtures and equipment
Transportation equipment
40 years
3 - 10 years
3 - 5 years
The useful lives and depreciation and amortization method are reviewed periodically to ensure that the period and
method of depreciation and amortization are consistent with the expected pattern of economic benefits from items of
property and equipment.
When assets are retired or otherwise disposed of, the cost of the related accumulated depreciation and amortization
and accumulated provision for impairment losses, if any, are removed from the accounts and any resulting gain or
loss is credited or charged against current operations.
Impairment of Nonfinancial Assets
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such
indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the
assets recoverable amount. An assets recoverable amount is the higher of an assets or cash-generating units fair
value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not
generate cash inflows that are largely independent of those from other assets or groups of assets. Where the
carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to
its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present
value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks
specific to the asset. Impairment losses of continuing operations are recognized in the consolidated statement of
income in those expense categories consistent with the function of the impaired asset.
An assessment is made at each reporting date as to whether there is any indication that previously recognized
impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is
estimated. A previously recognized impairment loss is reversed only if there has been a change in the estimates
used to determine the assets recoverable amount since the last impairment loss was recognized. If that is the case
the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the
carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for
the asset in prior years. Such reversal is recognized in the consolidated statement of income unless the asset is
carried at revalued amount, in which case, the reversal is treated as a revaluation increase. After such reversal the
depreciation charge is adjusted in future periods to allocate the assets revised carrying amount, less any residual
value, on a systematic basis over its remaining useful life.
Provisions
Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event,
it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a
reliable estimate can be made of the amount of the obligation. Where the Group expects some or all of the provision
to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset but
only when the reimbursement is virtually certain. If the effect of the time value of money is material, provisions are
discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where
discounting is used, the increase in the provision due to the passage of time is recognized as a borrowing cost.
Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimates.
Revenue and Cost Recognition
Revenue from sales of completed subdivision land, condominium units and sports club shares are accounted for
under the full accrual method. The percentage of completion method is used to recognize revenue from sales of
projects where the Group have material obligations under the sales contract to complete the project after the property
is sold. Under this method, revenue is recognized as the related obligations are fulfilled, measured principally on the
basis of the estimated completion of a physical proportion of the contract work.
Any excess of collections over the recognized receivables are included in the Accounts payable and accrued
expenses account in the liabilities section of the consolidated balance sheet.
-9When a sale of real estate does not meet the requirements for revenue recognition, the sale is accounted for under
the deposit method. Under this method, revenue is not recognized, and the receivable from the buyer is not recorded.
Cash received is recognized as a liability.
Cost of real estate sales include land and development costs. Expected losses are recognized immediately when it is
probable that the cost will exceed the related contract price. Revisions in estimated costs are accounted for starting
in the year the change is made. Commissions for pre-completed real estate units are deferred and are charged to
expense when the related revenue is recognized.
Rental income from noncancellable and cancellable leases are recognized in the consolidated statement of income
on a straight-line basis and the terms of the lease, respectively, or based on a certain percentage of the gross
revenue of the tenants, as provided for under the terms of the lease contract.
Interest income is recognized as it accrues (using the effective interest method that is the rate that exactly discounts
estimated future cash receipts through the expected life of the financial instrument to the net carrying amount of the
financial assets).
Pension Cost
Pension cost is actuarially determined using the projected unit credit method. This method reflects services rendered
by employees up to the date of valuation and incorporates assumptions concerning employees projected salaries.
Actuarial valuations are conducted with sufficient regularity, with option to accelerate when significant changes to
underlying assumptions occur. Pension cost includes current service cost, interest cost, expected return on any plan
assets, actuarial gains and losses and the effect of any curtailment or settlement.
The liability recognized in the consolidated balance sheet in respect of the defined benefit pension plan is the present
value of the defined benefit obligation at the balance sheet date less the fair value of the plan assets. The defined
benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present
value of the defined benefit obligation is determined by discounting the estimated future cash outflows using risk-free
interest rates of government bonds that have terms to maturity approximating to the terms of the related pension
liability.
Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or
credited to the consolidated statement of income.
Borrowing Costs
Borrowing costs are generally expensed as incurred. Interest and other financing costs incurred during the
construction period on borrowings used to finance property development are capitalized as part of development costs
of the specific (included in Investment properties account in the consolidated balance sheet). Capitalization of
borrowing costs commences when the activities to prepare the asset are in progress and expenditures and borrowing
costs are being incurred. Capitalization of borrowing costs ceases when substantially all the activities necessary to
prepare the asset for its intended use or sale are complete. If the carrying amount of the asset exceeds its
recoverable amount, an impairment loss is recorded. Capitalized borrowing cost is based on applicable weighted
average borrowing rate.
Income Taxes
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be
recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those
that are enacted or substantially enacted by the balance sheet date.
Deferred income tax is provided, using the balance sheet liability method, on all temporary differences with certain
exceptions, at the balance sheet date between the tax bases of assets and liabilities and its carrying amounts for
financial reporting purposes.
- 10 Deferred tax liabilities are recognized for all taxable temporary differences with certain exceptions. Deferred tax
assets are recognized for all deductible temporary differences and carryforward benefits of unused tax credits from
excess of minimum corporate income tax (MCIT) over the regular corporate income tax and unused net operating loss
carryover (NOLCO) to the extent that it is probable that taxable income will be available against which the deductible
temporary differences and carryforward benefits of unused MCIT and NOLCO can be utilized.
Deferred tax liabilities are not provided on nontaxable temporary differences associated with investments in
associates.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is
no longer probable that sufficient taxable income will be available to allow all or part of the deferred tax asset to be
utilized. Unrecognized deferred tax assets are reassessed at each balance sheet date and are recognized to the
extent that it has become probable that future taxable income will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the
asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantially
enacted as of balance sheet date.
Deferred tax assets and liabilities are offset, if a legally enforceable right exists to set off current tax assets against
current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation
authority.
Foreign Currency Transactions
The consolidated financial statements are presented in Philippine peso, which is the Groups functional and
presentation currency. Each entity in the group determines its own functional currency and items included in the
financial statements of each entity are measured using that functional currency. Transactions in foreign currencies
are initially recorded using the exchange rate, based on the Philippine Dealing System (PDS) rate, at the date of the
transactions. Monetary assets and liabilities denominated in foreign currencies are restated using the closing PDS
rate prevailing at balance sheet dates. Exchange gains or losses arising from foreign exchange transactions are
credited to or charged against operations for the year.
Earnings Per Share (EPS)
Basic EPS is computed by dividing net income for the year attributable to common stockholders by the weighted
average number of common shares issued and outstanding during the year adjusted for any subsequent stock
dividends declared. Diluted EPS is computed by dividing net income for the year by the weighted average number of
common shares issued and outstanding during the year after giving effect to assumed conversion of potential
common shares, if any.
Segment Reporting
The Groups operating businesses are organized and managed separately according to the nature of the products
and services provided, with each segment representing a strategic business unit that offers different products and
serves different markets. Financial information on business segments is presented in Note 23.
Contingencies
Contingent liabilities are not recognized in the consolidated financial statements. These are disclosed unless the
possibility of an outflow of resources embodying economic benefits is remote. Contingent assets are not recognized
in the consolidated financial statements but disclosed when an inflow of economic benefits is probable.
Subsequent Events
Post year-end events that provide additional information about the Groups position at the balance sheet date
(adjusting events) are reflected in the consolidated financial statements. Post year-end events that are not adjusting
events are disclosed in the notes to the consolidated financial statements when material.
- 11 3.
2007
2006
(In Thousands)
P
= 67,780
P
= 36,184
836,987
495,943
P
= 904,767
P
= 532,127
Cash in banks earns interest at the respective bank deposit rates. Short-term investments are made for varying
periods of up to three months depending on the immediate cash requirements of the Group, and earn interest at the
respective short-term investment rates.
- 14 5.
Receivables
Receivables are summarized as follows:
2007
2006
(In Thousands)
Trade
Commercial development
Shopping centers
Corporate business
Residential
Advances to officers and employees
Related parties (see Note 15)
Others
Less allowance for doubtful accounts
Less noncurrent portion
P
= 152,871
55,938
5,722
5,638
13,063
9,034
23,506
265,772
18,142
247,630
39,109
P
= 208,521
P
= 230,436
44,544
3,214
5,261
6,263
6,929
10,508
307,155
17,898
289,257
91,252
P
= 198,005
Commercial development pertains to receivables from sale of commercial lots and club shares.
Shopping centers pertain to lease receivables of retail space and land therein, food courts and entertainment
facilities.
Corporate business pertains to receivables from lease of office buildings.
Residential pertains to receivables from sale of high-end residential lots and condominium units.
Receivables from sale of commercial lots, included under commercial development are noninterest-bearing and
are collectible in monthly or quarterly installments over the period of two years. Titles to real estate properties
are not transferred to buyers until full payment has been made
The lease of retail space and land therein, included under shopping centers, are noninterest-bearing and are
collectible monthly based on the terms of the lease contracts.
The leases of office spaces, included under corporate business, are noninterest-bearing and are collectible
monthly bases on the terms of the lease contracts.
The sales contract receivables, included under residential, are noninterest-bearing and are collectible in monthly
installments over a period of one to ten years.
Receivables from related parties and advances to officers and employees are due and demandable.
As of December 31, 2007 and 2006, commercial development and residential trade receivables, advances to officers
and employees and others (included in other receivables) with a nominal amount of P
=201.3 million and P
= 216.6 million,
respectively, were initially recorded at fair value. The fair value of the receivables was obtained by discounting future
cash flows using the applicable rates of similar types of instruments. The aggregate unamortized discount amounted
to P
= 21.1 million and P
= 38.1 million as of December 31, 2007 and 2006, respectively.
- 15 Movements in the unamortized discount as of December 31, 2007 and 2006 are as follows (in thousands):
2007
At beginning of year
Additions
Accretion
Commercial
development
P
= 25,693
11,406
(25,494)
Residential
P
= 6,546
2,295
(5,002)
Advances to
employees
P
= 488
(57)
Others
P
= 5,394
463
(584)
Total
P
= 38,121
14,164
(31,137)
P
= 11,605
P
= 3,839
P
= 431
P
= 5,273
P
= 21,148
Commercial
development
P
= 32,108
12,675
(19,090)
P
= 25,693
Residential
P
= 9,237
6,527
(9,218)
P
= 6,546
Advances to
employees
P
= 522
(34)
P
= 488
Others
P
= 5,833
(439)
P
= 5,394
Total
P
= 47,700
19,202
(28,781)
P
= 38,121
At end of year
2006
At beginning of year
Additions
Accretion
At end of year
At January 1
Provisions during the period
Accounts written off
At December 31
Individually impaired
Collectively impaired
Total
Gross amounts of loans individually
determined to be impaired, before
deducting any individual assessed
impairment allowance
Shopping
Centers
P
= 11,576
650
(406)
P
= 11,820
Corporate
business
P
= 356
P
= 356
Others
P
= 5,966
P
= 5,966
Total
P
= 17,898
650
(406)
P
= 18,142
P
= 4,104
7,716
P
= 11,820
P
= 356
P
= 356
P
= 5,966
P
= 5,966
P
= 10,426
7,716
P
= 18,142
P
= 4,104
P
= 356
P
= 5,966
P
= 10,426
Shopping
centers
P
= 10,412
1,164
P
= 11,576
Corporate
business
P
=
356
P
= 356
Others
P
= 2,734
3,232
P
= 5,966
Total
P
= 13,146
4,752
P
= 17,898
P
= 4,510
7,066
P
= 11,576
P
= 356
P
= 356
P
= 5,966
P
= 5,966
P
= 10,832
7,066
P
= 17,898
P
= 4,510
P
= 356
P
= 5,966
P
= 10,832
2006
At January 1
Provisions during the period
Accounts written off
At December 31
Individually impaired
Collectively impaired
Total
Gross amounts of loans individually
determined to be impaired, before
deducting any individual assessed
impairment allowance
- 16 6.
7.
P
= 45,526
12,607
11,768
P
= 69,901
2006
(In Thousands)
P
= 28,229
13,181
16,828
P
= 58,238
Investment in an Associate
This account consists of:
2006
2007
(In Thousands)
Common shares - at equity:
Acquisition cost of Cebu Insular Hotel
Company, Inc. (CIHCI - 37% ownership)
Accumulated equity in net losses:
Balance at beginning of year
Equity in net earnings for the year
Balance at end of year
Preferred shares (CIHCI) - at cost
P
= 239,302
P
= 239,302
(71,973)
23,695
(48,278)
191,024
P
= 191,024
(99,121)
27,148
(71,973)
167,329
66,703
P
= 234,032
The following table presents the summarized financial information for equity investment in CIHCI as of and for the
years ended December 31, 2007 and 2006:
2007
Current assets
Noncurrent assets
Total assets
Current liabilities
Noncurrent liabilities
Equity
Total liabilities and equity
Revenue
Costs and expenses
Net income
P
= 100,014
617,523
717,537
63,515
150,000
504,022
717,537
433,108
369,500
P
= 63,608
2006
(In Thousands)
P
= 147,839
643,927
791,766
117,235
45,118
629,413
791,766
432,253
359,137
P
= 73,116
In 2007, the preferred shares were redeemed by the associate which resulted into a gain amounting to P
= 3.3 million.
- 17 8.
Investment Properties
This account consists of:
2007
Cost
At January 1
Additions
Disposals
At December 31
Accumulated Depreciation and Amortization
At January 1
Depreciation and amortization (see Note 16)
Disposals
At December 31
Net Book Value
2006
(In Thousands)
P
= 2,480,972
298,107
(2,583)
2,776,496
P
= 2,431,284
49,688
2,480,972
P
= 683,685
91,368
(915)
774,138
P
= 2,002,358
P
= 588,940
94,745
683,685
P
= 1,797,287
Consolidated depreciation and amortization on buildings and improvements charged to operations amounted to
P
= 91.4 million, P
= 94.7 million and P
=98.8 million for the year ended December 31, 2007, 2006 and 2005, respectively
(see Note 16).
Total rental income from investment property amounted to P
= 530.3 million, P
= 391.1 million and P
=444.0 million for the
years ended December 31, 2007, 2006 and 2005, respectively. Total operating expenses related to investment
property that generated rental income amounted to P
= 186.7 million, P
= 199.6 million and P
= 211.0 million for the years
ended December 31, 2007, 2006 and 2005, respectively.
The aggregate fair value of the Groups investment properties amounted to P
=5,445.1 million based on the appraisal
report dated December 17, 2007.
The Companys investment properties were valued by an independent professionally qualified appraiser. The fair
value represents the amount at which the assets could be exchanged between a knowledgeable, willing buyer and
knowledgeable, willing seller in an arms length transaction at the date of valuation.
- 18 9.
Furniture,
Fixtures
and Equipment
Transportation
Equipment
(In Thousands)
Constructionin-Progress
2007
Total
P
= 53,381
4,017
(4,043)
53,355
P
= 66,581
9,981
(24,778)
51,784
P
= 11,986
7,555
19,541
P
= 57,096
127,569
184,665
P
= 189,044
149,122
(28,821)
309,345
37,726
2,418
(2,773)
37,371
P
= 15,984
57,581
5,164
(24,265)
38,480
P
= 13,304
6,888
2,551
9,439
P
= 10,102
P
= 184,665
102,195
10,133
(27,038)
85,290
P
= 224,055
2006
Cost
At January 1
Additions
Transfers/disposals
At December 31
Accumulated depreciation and
amortization
At January 1
Depreciation (see Note 17)
Transfers/disposals
At December 31
Net book value
Office
Condominium
and
Improvements
Furniture,
Fixtures
and Equipment
P
= 48,780
4,601
53,381
35,467
2,259
37,726
P
= 15,655
2006
Total
Transportation
Equipment
(In Thousands)
Constructionin-Progress
P
= 59,391
7,190
66,581
P
= 9,645
3,431
(1,090)
11,986
P
=
57,096
57,096
P
= 117,816
72,318
(1,090)
189,044
52,705
4,876
57,581
P
= 9,000
5,798
1,833
(743)
6,888
P
= 5,098
P
= 57,096
93,970
8,968
(743)
102,195
P
= 86,849
Consolidated depreciation and amortization charged to general and administrative expenses amounted to
P
= 10.1 million, P
= 9.0 million and P
= 9.6 million for the years ended December 31, 2007, 2006 and 2005, respectively (see
Note 17).
As of December 31, 2007, estimated commitment for property and equipment additions amounted to P
= 977.9 million
(see Note 15).
2006
2007
(In Thousands)
P
= 36,201
P
= 117,656
3,057
13,104
8,452
6,694
P
= 47,710
P
= 137,454
2006
2007
(In Thousands)
P
= 169,806
P
= 187,565
1,993
104,395
96,206
165,378
66,701
24,144
3,358
60,779
55,609
10,730
51,975
67,722
33,461
20,428
29,405
17,087
23,121
4,775
18,931
17,348
11,749
4,950
6,792
3,624
5,881
3,703
3,217
1,343
2,012
2,093
1,286
8,745
12,490
1,715
P
= 528,861
P
= 771,656
2006
(In Thousands)
P
= 150,000
P
=
180,000
19,995
330,000
19,995
19,995
P
= 330,000
P
=
2006
(In Thousands)
Due in:
2007
2009
2010
2011
2012
P
=
55,000
110,000
110,000
55,000
P
= 19,995
P
= 330,000
P
= 19,995
These loans, which were availed from a local bank, are secured by mortgage trust indenture on Ayala Center Cebu
and other prime lots in the Cebu Business Park (included under Land and improvements and Investment
properties accounts in the consolidated balance sheets) with carrying values of P
= 347.5 million in 2007 and 2006,
respectively.
The loan agreements provide for certain restrictions and requirements with respect to, among others, payment of
dividends, major disposal of property, pledge of assets, liquidation, merger or consolidation and maintenance of
financial ratios at certain levels. These restrictions and requirements were complied with by the Company.
The amount of capitalizable interest is not material and the weighted average effective capitalization rate ranges from
5.53% to 7.39% in 2007 and 2006.
2006
(In Thousands)
P
= 51,914
P
= 33,953
8,803
4,604
P
= 60,717
P
= 38,557
Customers deposits are recorded initially at fair value, which was obtained by discounting its future cash flows using
the applicable rates of similar types of investments. The difference between the cash received and its fair values is
included under Deferred credits.
Movements in the unamortized discount of the customers deposit follows:
2007
2006
(In Thousands)
At beginning of year
P
= 4,604
P
= 3,270
Additions
Accretions
8,463
(4,264)
3,041
(1,707)
P
= 8,803
P
= 4,604
Management and service agreement with Ayala Land, Inc. (ALI), a majority shareholder amounted to
P
= 33.8 million, P
= 28.5 million and P
=20.2 million in 2007, 2006 and 2005, respectively. Amount due to ALI
amounted to P
= 52.0 million and P
= 67.7 million as of December 31, 2007 and 2006, respectively.
b.
Construction contracts with Makati Development Corporation (MDC), a subsidiary of ALI, with total expenditures
amounted to P
= 224.6 million, P
= 122.0 million and P
= 0.1 million in 2007, 2006 and 2005, respectively. Amount due
to/from MDC are recorded as follows:
2007
Advances to contractors
Accrued project cost
Retention payable
2006
(In Thousands)
(P
= 78,279)
(P
= 21,787)
30,703
29,980
11,426
(P
= 17,596)
(P
= 10,361)
2006
(In Thousands)
P
= 14,243
1,192
1,500
509
1,199
P
= 15,082
P
= 16,783
P
= 16,942
P
= 388,556
91,368
43,446
40,961
35,501
33,935
33,847
21,965
12,914
17,529
P
= 720,022
2006
(In Thousands)
P
= 220,651
94,745
65,744
30,361
29,883
24,249
32,034
35,217
39,693
9,404
P
= 581,981
2005
P
= 56,780
98,849
52,496
38,548
21,595
8,790
31,579
26,336
25,235
21,984
P
= 382,192
Land and development cost and amortization of purchase premium refers to real estate costs and producers booking
and film share pertains to theater operations. The remaining accounts are allocated between rental and real estate
cost.
17. General and Administrative Expenses
This account consists of:
2007
Manpower cost (see Notes 15 and 19)
Depreciation (see Note 9)
Utilities
Trainings and seminars
Professional fees
Travel and transportation
Postal and communications
Provision for doubtful accounts
Others
P
= 91,975
10,133
6,710
5,476
5,348
4,919
3,525
650
32,743
P
= 161,479
2006
(In Thousands)
P
= 84,287
8,968
5,944
2,440
4,259
4,334
3,666
4,752
23,621
P
= 142,271
2005
P
= 66,465
9,558
12,136
2,844
4,072
5,985
3,194
3,437
11,724
P
= 119,415
P
= 9,630
8,338
4,264
P
= 22,232
2006
(In Thousands)
P
= 16,951
2,455
1,707
P
= 21,113
2005
P
= 27,097
4,844
1,121
P
= 33,062
P
= 1,757
1,018
(994)
P
= 1,781
2006
(In Thousands)
P
= 3,329
1,062
(835)
P
= 3,556
2005
P
= 1,447
884
(69)
P
= 2,262
The amounts recognized in the consolidated balance sheets for the pension plan as of December 31, 2007, 2006 and
2005 are as follows:
2007
Benefit obligation
Plan assets
Unrecognized actuarial gain
Pension liability
P
= 18,519
(17,455)
1,029
P
= 2,093
2006
(In Thousands)
P
= 14,613
(13,476)
875
P
= 2,012
2005
P
= 9,660
(10,201)
1,149
P
= 608
- 24 Changes in the present value of the defined benefit obligation are as follows:
2007
At January 1
Current service cost
Interest cost
Actuarial loss (gain)
Actual return on plan assets
P
= 14,613
1,757
1,018
1,131
P
= 18,519
P
= 810
2006
(In Thousands)
P
= 9,660
3,329
1,062
562
P
= 14,613
P
= 715
2005
P
= 8,035
1,447
884
(706)
P
= 9,660
P
= 1,925
P
= 13,476
1,700
2,279
P
= 17,455
2006
(In Thousands)
P
= 10,201
3,275
P
= 13,476
2005
P
= 7,575
1,381
1,245
P
= 10,201
The assumptions used to determine pension benefits for the Group for the years ended December 31, 2007, 2006
and 2005 are as follows:
Discount rate
Salary increase rate
2007
8.4%
7.0%
2006
7.0%
10.0%
2005
11.0%
10.0%
2007
P
= 18,519
(17,455)
P
= 1,064
P
= 58
2006
P
= 14,613
(13,476)
P
= 1,137
P
= 58
2005
P
= 9,660
(10,201)
(P
= 541)
P
=
Amounts for the current and the previous periods are as follows:
Defined benefit obligation
Plan assets
Experience adjustments on plan liabilities
20. Income Taxes
Provisions for income tax consist of:
2007
Current income tax:
Corporate income tax
Final withholding tax on interest income
Deferred income tax
P
= 67,459
5,802
73,261
12,001
P
= 85,262
2006
(In Thousands)
P
= 69,860
5,211
75,071
(9,646)
P
= 65,425
2005
P
= 48,184
2,582
50,766
(19,428)
P
= 31,338
- 25 A reconciliation between the statutory income tax rate and the effective income tax rates follows:
2007
35.00%
2006
35.00%
2005
32.50%
(11.05)
1.93
(2.19)
(7.08)
(3.24)
(1.30)
5.84
(5.02)
(2.47)
(3.33)
(11.56)
1.34
22.56%
1.05
22.40%
(0.70)
0.25
20.01%
The components of deferred tax assets and liabilities as of December 31, 2007 and 2006 are as follows:
2007
2006
(In Thousands)
P
= 17,650
4,926
8,698
31,274
P
= 36,904
4,841
4,337
46,082
P
= 19,892
19,792
545
P
= 40,229
P
= 21,508
20,982
545
P
= 43,035
(P
= 8,955)
P
= 3,047
2007
P
= 251,775
1,920,073
P
= 0.131
2006
P
= 206,778
1,920,073
P
= 0.108
2005
P
= 117,346
1,920,073
P
= 0.061
2006
2007
Carrying
Carrying
Fair Value
Value
Value
Fair Value
(In Thousands)
P
= 904,767
P
= 904,767
P
= 532,127
P
= 532,127
120,716
44,118
5,387
5,638
120,716
44,118
5,387
5,638
144,792
33,323
2,503
5,261
144,792
33,323
2,503
5,261
32,155
208,014
32,040
207,899
85,644
271,523
83,364
269,243
P
= 11,132
9,034
12,496
P
= 11,132
9,034
12,496
P
= 4,309
6,929
888
P
= 4,309
6,929
888
1,931
5,023
39,616
P
= 1,152,397
2,315
7,340
42,317
P
= 1,154,983
1,885
3,723
17,734
P
= 821,384
2,315
6,880
21,321
P
= 822,691
P
=
P
=
P
= 180,000
P
= 180,000
281,841
187,565
96,206
66,701
51,975
6,792
5,881
3,217
1,286
12,490
167,570
881,524
281,841
187,565
96,206
66,701
51,975
6,792
5,881
3,217
1,286
12,490
167,570
881,524
162,818
169,806
168,567
24,144
67,722
3,624
3,703
63,507
8,745
7,315
19,995
117,509
997,455
162,818
169,806
168,567
24,144
67,722
3,624
3,703
63,507
8,745
7,315
19,995
117,509
997,455
57,954
330,000
387,954
P
= 1,269,478
60,717
494,385
555,102
P
= 1,436,626
34,831
34,831
P
= 1,032,286
38,557
38,557
P
= 1,036,012
- 27 The methods and assumptions used by the Company in estimating the fair value of the financial instruments are as
follows:
Cash and cash equivalents and current receivables - Carrying amounts approximate fair values due to the relatively
short-term maturities of these investments.
Noncurrent receivables - The fair values are based on the discounted value of future cash flows using the applicable
rates for similar types of instruments. The discount rates used ranged from 5.0% to 6.7% and 5.3% to 7.1% in 2007
and 2006, respectively.
Liabilities - The fair value of noncurrent unquoted instruments (long-term debt and deposits) are estimated using the
discounted cash flow methodology using the Groups current incremental borrowing rates for similar borrowings with
maturities consistent with those remaining for the liability being valued. The discount rates used ranged from 5.0% to
6.7% and 5.3% to 7.1% as of December 31, 2007 and 2006, respectively. The fair value of noncurrent unquoted
instruments with floating rates approximate their carrying amounts due to the regular repricing of the instruments.
The fair values of accounts and other payables and short-term debt approximate the carrying amounts due to the
short-term nature of these transactions. The fair values of bank loans, accounts payable and accrued expenses, and
other current liabilities approximate the carrying amounts due to the short-term nature of these transactions.
Financial Risk Management Objectives and Policies
The Groups principal financial instruments comprise cash and cash equivalents and bank loans. The financial debt
instruments were issued primarily to finance the Groups operations. The Group has various other financial assets
and liabilities such as trade receivables and trade payables, which arise directly from its operations.
Exposure to credit, interest rate, liquidity and foreign currency risks arise in the normal course of the Groups business
activities. The main objectives of the Groups financial risk management are as follows:
The use of financial derivative instruments (if any) is solely for management of the Groups financial risk exposures. It
is the Groups policy not to enter into derivative transactions for speculative purposes.
The Groups financing and treasury function operates as a centralized service for managing financial risks and
activities as well as providing optimum investment yield and cost-efficient funding for the Group. The Groups BOD
reviews and approves policies for managing each of these risks.
Credit Risk
The Groups credit risks are primarily attributable to financial assets such as cash and cash equivalents and
receivables. To manage credit risk, the Group maintains defined credit policies and monitors on a continuous basis
our exposure to credit risks.
Cash and cash equivalents. The Group adheres to fixed limits and guidelines in its dealing with counterparty banks
and its investment in financial instruments. Bank limits are established on the basis of an internal rating system that
covers the area of liquidity, capital adequacy and financial stability. Given the high credit standing of its accredited
counterparty banks, management does not expect any of these financial institutions to fail in meeting their obligation.
Commercial development, corporate business and residential trade receivables. With respect to installment
receivables from the sale of properties, credit risk is managed primarily through credit reviews and monitoring of
receivables on a continuous basis. The Group undertakes supplemental credit review procedures to ensure the
adequacy of provisioning for certain installment payment structures. Customer payments are facilitated through
various collection modes including the use of post-dated checks and auto-debit arrangements. Exposure to bad
debts is not significant and the requirement for remedial procedures is minimal given the profile of buyers.
- 28 Shopping center trade receivables. Credit risk arising from rental income from leasing properties is primarily
managed through a tenant selection process. Prospective tenants are evaluated on the basis of payment track record
and other credit information. For existing tenants, the Group has put in place a monitoring and follow-up system.
Receivables are aged and analyzed on a continuous basis to minimize credit risk associated with these receivables.
Regular meetings with tenants are also undertaken to provide opportunities for counseling and further assessment of
paying capacity.
The table below shows the maximum exposure to credit risk for the components of the balance sheet. The maximum
exposure is shown gross, before the effect of mitigation through the use of collateral agreements.
2007
2006
(In Thousands)
P
= 904,767
247,630
P
= 1,152,397
P
= 532,127
289,257
P
= 821,384
The Groups contracts on lease with lessee provide provision for the minimum advance rentals and security deposits.
As for the sale of lots, the Group includes in the Contract to Sell provisions that the title to the properties will only be
transferred to the buyers upon full payment of the contract price.
The table below shows the credit quality of the Companys financial assets.
2007
1,394
P
= 1,394
1,501
P
= 1,501
Past due or
impaired
Total
P
=
P
= 904,797
9,594
1,054
P
= 10,648
152,871
55,938
5,722
5,638
9,034
13,063
23,506
P
= 1,170,569
- 29 Given the Groups diverse base of counterparties, it is not exposed to large concentration of credit risk. As of
December 31, 2007 and 2006, the aging analysis of receivables presented per class, is as follows:
2007
Neither
Past
Due nor
Impaired <30 days
Trade
Commercial development
Shopping centers
Corporate business
Residential
Related parties
Advances to officers and
employees
Others
Total
P
= 152,871
46,344
4,668
5,638
9,034
13,063
23,506
P
= 255,124
>120
days
Impaired
Financial
Assets
P
=
2,166
698
P
=
1,066
P
=
328
P
=
446
P
=
1,078
P
=
4,510
356
P
= 2,864
P
= 1,066
P
= 328
P
= 446
P
= 1,078
P
= 4,866
Total
P
= 152,871
55,938
5,722
5,638
9,034
13,063
23,506
P
= 265,772
Liquidity Risk
Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet commitments associated with
financial instruments. Liquidity risk may result from either the inability to sell financial assets quickly at their fair
values; or the counterparty failing on repayment of a contractual obligation; or inability to generate cash inflows as
anticipated.
The Group monitors its cash flow position, debt maturity profile and overall liquidity position in assessing its exposure
to liquidity risk. The Group maintains a level of cash and cash equivalents deemed sufficient to finance operations
and to mitigate the effects of fluctuation in cash flows. Accordingly, its loan maturity profile is regularly reviewed to
ensure availability of funding through an adequate amount of credit facilities with financial institutions.
As of December 31, 2007, current ratio increased to 2:1, with cash and cash equivalents of P
= 904.8 million accounting
for 48% of the total current assets, and resulting in a net working capital of P
= 887.8 million.
Overall, the Groups funding arrangements are designed to keep an appropriate balance between equity and debt, to
give financing flexibility while continuously enhancing the Groups businesses.
The table summarizes the maturity profile of the Groups financial liabilities at December 31, 2007 and 2006 based on
contractual undiscounted payments:
December 31, 2007
167,570
P
= 958,494
48,957
P
= 246,465
8,763
P
= 182,187
2,997
P
= 2,997
> 5 years
Total
P
=
P
= 771,656
390,200
P
=
228,287
P
= 1,390,143
2007
Increase
(decrease)
Effect on profit
before tax
(In Thousands)
P
= 2,011
P
= 1.00
(P
= 1.00)
(P
= 2,011)
Effect on
Equity
P
= 1,307
(P
= 1,307)
2007
Increase
(decrease) in basis
points
100 bp
(100 bp)
Effect on profit
before tax
(In Thousands)
(P
= 1,800)
P
= 1,800
Effect on Equity
(P
= 1,170)
P
= 1,170
- 31 -
The terms and maturity profile of the interest-bearing financial assets and liabilities, together with its corresponding nominal amounts and carrying values (in thousands) are shown
in the following table:
2007
Interest terms (p.a.)
Group
Cash and cash equivalents
Receivables
Company
Long-term debt
Fixed
Peso
Floating
Peso
< 1 year
1 to 5 years
> 5 years
Carrying Value
Various
Date of sale
P
= 904,767
240,608
P
= 904,767
205,521
P
=
35,087
P
=
P
= 904,767
244,630
Maturity date
148,186
148,186
150,000
Quarterly
179,717
179,717
180,000
P
= 1,473,278
P
= 1,110,288
P
= 362,990
P
=
P
= 1,479,397
Peso
Nominal
Amount
2006
Group
Cash and cash equivalents
Receivables
Company
Bank loan
Fixed
Peso
Long-term debt
Floating
Rate Fixing
Period
Rate Fixing
Period
Nominal
Amount
< 1 year
1 to 5 years
(In Thousands)
> 5 years
Carrying Value
Various
Date of sale
P
= 532,127
292,344
P
= 532,127
198,005
P
=
94,339
P
=
P
= 532,127
289,257
Maturity date
180,000
180,000
180,000
Quarterly
19,995
19,995
19,995
P
= 1,024,466
P
= 930,127
P
= 94,339
P
=
P
= 1,021,379
- 32 -
Fixed interest rates are fixed until the maturity of the loan and long-term debt while repricing of floating rate financial
instruments are mostly done on intervals of three months.
Capital Management
The primary objective of the Groups capital management policies is to have financial flexibility to support its business
initiatives while providing a sufficient cushion to absorb cyclical industry risks to maintain its premier credit rating so
that access to financial markets are unchanged and to maximize stakeholder value.
The Group monitors its capital structure using leverage ratios on both a gross and net basis, and makes adjustments
to it in light of economic conditions. As of December 31, 2007 and 2006, the Group had the following ratios:
2007
8.28%
(14.43%)
Debt to equity
Net debt to equity
2006
5.25%
(8.72%)
Debt consists of short-term and long-term debt. Net debt includes short-term and long-term debt less cash and cash
equivalents. The Group considers as capital the equity attributable to equity holders of the Company.
23. Segment Information
The business segments where the Group operates are as follows:
Core business:
Residential and commercial development - sale of commercial and high-end residential lots and office and
residential condominium
Shopping center - development of shopping centers and lease to third parties of retail space and land therein;
operation of movie theaters, food courts, entertainment facilities and carparks in these shopping centers;
management and operation of malls
(Forward)
P
= 365,898
365,898
290,187
75,711
22,080
(1,780)
3,587
(15,474)
P
= 84,124
Residential
P
= 221,817
221,817
301,631
(79,814)
2,265
(4,490)
7,457
15,122
(P
= 59,460)
Shopping
Corporate
Centers
Business
(In Thousands)
P
= 534,402
534,402
245,570
288,832
11,994
(3,020)
(140)
(60,831)
P
= 236,835
P
= 56,871
56,871
17,861
39,010
(2,166)
P
= 36,844
Others
P
= 7,237
23,695
30,932
26,252
4,680
20,109
(12,942)
4,473
(21,913)
(P
= 5,593)
Total
P
= 1,186,225
23,695
1,209,920
881,501
328,419
56,448
(22,232)
15,377
(85,262)
P
= 292,750
- 33 -
Commercial
Development
Residential
Shopping
Corporate
Centers
Business
(In Thousands)
Others
Total
(P
= 7,694)
2,101
(P
= 5,593)
P
= 251,775
40,975
P
= 292,750
P
= 53,997
30,127
P
= 84,124
P
= 1,560,785
P
= 1,560,785
P
= 246,145
35,777
P
= 281,922
(P
= 59,460)
(P
= 59,460)
P
= 186,834
P
= 186,834
P
= 402,761
(14,147)
P
= 388,614
P
= 236,835
P
= 236,835
P
= 28,097
8,747
P
= 36,844
P
= 2,187,794
P
= 2,187,794
P
= 417,618
P
= 417,618
P
= 783,665
191,024
P
= 974,689
P
= 5,136,696
191,024
P
= 5,327,720
P
= 1,335,582
8,955
P
= 1,344,537
P
= 529,050
(2,845)
P
= 526,205
P
= 39,069
(18)
P
= 39,051
P
= 118,557
(9,812)
P
= 108,745
P
= 635
P
=
P
= 370,770
P
= 61,516
P
= 14,308
P
= 447,229
P
= 495
P
=
P
= 74,529
P
= 19,912
P
= 6,565
P
= 101,501
Commercial
Development
Residential
P
= 239,756
P
= 124,390
2006
Revenue
Sales to external customers
Equity in net earnings of investees
Total revenue
Operating expenses
Operating profit
Interest income
Interest expense
Other income
Provision for income tax
Net income
239,756
201,804
37,952
18,074
(5,822)
5,134
(11,463)
P
= 43,875
124,390
P
= 29,905
13,970
P
= 43,875
(P
= 2,379)
135,835
(11,445)
3,811
(2,911)
8,166
(P
= 2,379)
Shopping
Corporate
Centers
Business
(In Thousands)
P
= 489,149
P
= 51,667
Others
P
= 35,039
Total
P
= 940,001
489,149
344,772
144,377
9,249
(8,749)
3,289
(50,089)
P
= 98,077
51,667
35,626
16,041
(970)
1,023
(1,383)
P
= 14,711
27,148
62,187
6,215
55,972
12,607
(2,661)
8,895
(2,490)
P
= 72,323
27,148
967,149
724,252
242,897
43,741
(21,113)
26,507
(65,425)
P
= 226,607
P
= 98,077
P
= 98,077
P
= 10,473
4,238
P
= 14,711
P
= 70,702
1,621
P
= 72,323
P
= 206,778
19,829
P
= 226,607
(Forward)
(P
= 2,379)
- 34 -
Commercial
Development
Other Information
Segment assets
Investment in an associate
Deferred tax assets
Total assets
Segment liabilities
Segment additions to property and
equipment and investment
properties
Depreciation and amortization
Residential
P
= 900,789
(26,624)
P
= 874,165
P
= 136,803
Shopping
Corporate
Centers
Business
(In Thousands)
Others
Total
25,936
P
= 162,739
P
= 2,421,475
1,515
P
= 2,422,990
P
= 398,351
P
= 398,351
P
= 600,208
234,032
2,220
P
= 836,460
P
= 4,457,626
234,032
3,047
P
= 4,694,705
P
= 264,207
P
= 128,366
P
= 416,858
P
= 26,283
P
= 50,230
P
= 885,944
P
= 18,866
P
=
P
= 102,814
P
= 326
P
=
P
= 122,006
P
= 3,055
P
=
P
= 67,192
P
= 26,444
P
= 7,022
P
= 103,713
Commercial
Development
Residential
Shopping
Centers
Corporate
Business
2005
Others
Total
(In Thousands)
Revenue
Sales to external customers
Equity in net earnings of investees
Total revenue
Operating expenses
Operating profit
Interest income
Interest expense
Other income
Provision for income tax
Net income
P
= 81,848
81,848
140,654
(58,806)
4,790
(2,433)
16,183
(2,090)
(P
= 42,356)
P
= 11,365
11,365
(P
= 46,091)
3,735
(P
= 42,356)
(P
= 4,123)
15,531
(4,166)
162
(823)
1,411
(707)
(P
= 4,123)
P
= 455,537
455,537
276,121
179,416
6,124
(24,926)
2,148
(27,997)
P
= 134,765
P
= 43,480
43,480
43,733
(253)
6,803
(3,320)
(166)
P
= 3,064
P
= 33,870
24,179
58,049
25,568
32,481
86
(1,560)
3,288
(378)
P
= 33,917
P
= 626,100
24,179
650,279
501,607
148,672
17,965
(33,062)
23,030
(31,338)
P
= 125,267
P
= 134,765
P
= 134,765
(P
= 30)
3,094
P
= 3,064
P
= 32,825
1,092
P
= 33,917
P
= 117,346
7,921
P
= 125,267
(P
= 4,123)
P
= 1,585,788
1,555
P
= 1,587,343
P
= 16,186
23,859
P
= 40,045
P
= 1,768,777
2,111
P
= 1,770,888
P
= 370,082
9,374
P
= 379,456
P
= 593,193
206,884
1,893
P
= 801,970
P
= 4,334,026
206,884
38,792
P
= 4,579,702
P
= 103,961
P
= 143,142
P
= 585,232
P
= 21,177
P
= 48,032
P
= 901,544
P
= 1,862
P
=
P
= 40,056
P
= 11,710
P
=
P
= 53,628
P
= 8,918
P
=
P
= 56,935
P
= 33,763
P
= 8,791
P
= 108,407
- 35 24. Leases
The Group enters into lease agreements with third parties covering rentals of space and land therein. These leases
have terms ranging from 1 to 34 years and generally provide for either
(a) fixed monthly rent, or (b) minimum rent on a certain percentage of gross revenue, whichever is higher. All leases
include a clause to enable upward revision on its rental charge on annual basis based on prevailing market
conditions.
Future minimum rentals receivable under non-cancellable operating leases of the Group are as follows:
2007
2006
(In Thousand)
P
= 63,962
P
= 71,317
138,476
181,638
380,305
401,104
P
= 582,743
P
= 654,059
On February 21, 2000, the BOD of CPVDC approved a resolution to develop the Cebu Civic and Trade Center
(CCTC) consisting of 236,973 square meters located in Barangays Apas and Lahug, Cebu City, into a special
economic zone in accordance with the Special Economic Zone Act of 1995.
On April 6, 2000, the Executive Committee of the PEZA approved the application of CPVDC for CCTC to be
registered as an Information Technology (IT) Park.
Availment of four years Income Tax Holiday (ITH) incentive, subject to the provisions of Executive Order 226
and the Investment Priorities Plan; or
2)
Option to waive the ITH in favor of immediate availment of the 5% gross income tax incentive, in lieu of all
national and local taxes except real property tax on land owned by the developers. In the event that the ITH
incentive is not waived, the 5% income tax scheme shall apply only after the expiration of the ITH period;
Permanent resident status for foreign investors and immediate family members with initial investment of at
least US$150,000 subject to such guidelines as may be prescribed by the PEZA Board;
Employment of foreign nationals; and
Simplified customs procedure.
3)
4)
5)
c.
On February 27, 2001, the Office of the President declared CCTC as an IT Park per Proclamation No. 12.
d.
On October 10, 2001, CPVDC was granted its PEZA Certificate of Registration No. EZ 01-006, which certifies
that the PEZA has duly registered CPVDC as the Developer/Operator of the CCTC IT Park, pursuant to
Presidential Proclamation No. 12 and the provisions of Republic Act No. 7916. Hence, CPVDC may avail of the
aforementioned incentives from the date of the Registration.
As an IT zone registered enterprise, CPVDC enjoys certain tax and non-tax incentives, including ITH up to
October 10, 2005. Upon expiry of the ITH incentive, CPVDC, in lieu of all local and national taxes, shall be subject to
the prescribed tax rate of 5% of gross revenue, net of certain deductions specifically provided for in the Act.
27. Other Matters
On September 24, 2007, the BOD of the CPVDC approved the formation of AiO to develop, lease and operate eBloc
Building (the Project). The Project involves the construction of a 12-storey mid-rise business process organization at
IT Park with an area of 25,948 square meters. The construction's target completion date will be on September 30,
2008.
Philippine Pesos
SEC Number
File Number
(032) 231-5301
(Telephone Number)
December 31
(Year Ending)
(month & day)
Supplementary Schedules
to the Financial Statements
Form Type
157912
TABLE OF CONTENTS
Page
Cost of Goods Manufactured and Sold
A
NA
NA
NA
NA
Accumulated Depreciation
NA
NA
Long-Term Debt
NA
NA
Capital Stock
NA:
NOT APPLICABLE
-1-
Balance at
Beginning of
Year
=
P
45,139
216,333
137,500
239,583
136,667
250,750
233,333
75,000
75,000
2,502,796
112,500
=
P4,024,600
Additions
Amounts
Collected
=
P250,000
295,000
55,000
250,000
1,545,455
380,000
295,000
500,000
310,200
P
=3,880,655
=
P50,000
82,014
6,875
59,000
20,834
45,833
8,386
50,000
136,667
35,625
59,000
50,000
2,459
43,042
283,334
29,081
75,000
879,780
50,000
P
=1,966,930
Amounts
Written off
=
P
P
=
Current
=100,000
P
118,000
36,667
118,000
100,000
50,000
265,560
100,000
190,000
118,000
100,000
118,000
31,958
100,000
155,100
369,433
62,500
=
P2,133,216
Noncurrent
=
P100,000
140,125
11,458
39,333
129,166
41,667
1,271,509
89,583
154,375
73,750
83,333
174,541
116,666
162,019
1,253,582
P
=3,805,108
Balance at
End of Year
=
P200,000
258,125
48,125
157,333
229,166
91,667
1,537,068
189,583
344,375
191,750
183,333
292,541
31,958
216,666
281.119
1,623,016
5,938,325
P
=5,938,325
-2-
BEGINNING BALANCE
Number of
Shares
or Principal
Amount of
Bonds and Notes
Amount in
Pesos
305,523,183
=
P234,031,493
ADDITIONS
Equity in
Earnings
of Investees
for the Period
=
P23,694,605
DEDUCTIONS
Others
=
P
Distribution
of
Earnings by
Investees
Others
=
P =
P66,703,183
ENDING BALANCE
Number of
Shares
or Principal
Amount of
Bonds and Notes
Amount in
Pesos
238,820,000
=
P191,022,915
Dividends
Received/ Accrued
from
Investments Not
Accounted for
by the Equity
Method
=
P
-3-
Beginning
Balance
=
P19,994,983
Ending
Balance
=
P330,000,000
-4-
Title of Issue
Number of
Shares
Authorized
Number of
Shares Issued
and
Outstanding
Common stock
3,000,000,000
1,920,073,623
Number of
Shares Reserved for
Options,Warrants,
Conversions, and
Other Rights
Affiliates
Directors,
Officers and
Employees
Others
907,350,732
527,157
1,012,195,734