Ayala Corporation SEC17Q June 2019 PDF
Ayala Corporation SEC17Q June 2019 PDF
Ayala Corporation SEC17Q June 2019 PDF
3 4 2 1 8
A Y A L A C O R P O R A T I O N A N D S U B S I D I A
R I E S
3 2 F T O 3 5 F , T O W E R O N E A N D E X C H
A N G E P L A Z A , A Y A L A T R I A N G L E , A Y
A L A A V E N U E , M A K A T I C I T Y
(Business Address: No. Street City / Tow n / Province)
1 2 3 1 1 7 - Q
Month Day Month Day
Fiscal Year Annual Meeting
C F D
Dept. Requiring this Doc. Amended Articles Number/Section
Document I.D.
Cashier
S TA M P S
AYALA CORPORATION
(Company’s Full Name)
908-3000
(Telephone Number)
7. Address of principal office: 32F to 35F, Tower One and Exchange Plaza, Ayala Triangle,
Ayala Avenue, Makati City Postal Code: 1226
10. Securities registered pursuant to Sections 8 and 12 of the SRC, or Sections 4 and 8 of the RSA:
****amount represents only debt of Ayala Corporation registered with Philippine SEC. The debt of subsidiaries
registered with SEC are reported in their respective SEC17Q report.
11. Are any or all of these securities listed in the Philippine Stock Exchange? Yes [x] No [ ]
As of June 30, 2019, a total of 627,098,147 common shares, 12,000,000 preferred A (“ACPA”)
shares, 28,000,000 preferred B series 1 (“ACPB1”) shares, and 30,000,000 preferred B series
2 (“ACPB2”) shares are listed in the Philippine Stock Exchange (“PSE”). A total of 3,805,644
common shares, 12,000,000 ACPA shares, 8,000,000 ACPB1 shares, and 3,000,000 ACPB2
shares are held in Treasury by the Company.
(a) has filed all reports required to be filed by Section 17 of the Code and SRC Rule 17
thereunder or Section 11 of the RSA and RSA Rule 11 (a)-1 thereunder, and Sections
26 and 141 of the Corporation Code of the Philippines during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports):
Yes [x] No [ ]
(b) has been subject to such filing requirements for the past 90 days: Yes [x] No [ ]
The unaudited interim condensed consolidated financial statements and other parts of the entire SEC 17Q report as of June 30,
2019 make reference to certain financial information and disclosures in the December 31, 2018 annual audited consolidated
financial statements. This SEC17Q report should be read in conjunction with the Group’s annual audited consolidated financial
statements as of and for the year ended December 31, 2018*.
This SEC17Q report also include financial and operating data with respect to Ayala’s material subsidiaries [Ayala Land, Inc.
(ALI), Integrated Micro-Electronics, Inc. (IMI), Manila Water Company, Inc. (MWC) and AC Energy, Inc. (AC Energy), associate
[Bank of the Philippine Islands (BPI)] and joint venture [Globe Telecom, Inc. (Globe)]. This SEC 17Q should be read in
conjunction with the financial information and operating highlights of these subsidiaries, associate and joint venture as contained
in their respective December 31, 2018 audited financial statements and SEC17A reports and SEC17Q report as of June 30,
2019.**
*The audited consolidated financial reports and SEC 17A report of Ayala Corporation and Subsidiaries as of December 31, 2018 are available at
the Company's website www.ayala.com.ph.
**The audited consolidated financial reports and SEC 17A reports as of December 31, 2018 as well as SEC 17Q report as of June 30, 2019 of the
following listed companies under the Group are available in the following websites: ALI www.ayalaland.com.ph, IMI www.global-imi.com, MWC
www.manilawater.com.ph, BPI www.bpiexpressonline.com, and Globe www.globe.com.ph
SIGNATURES
2019 2018
Apr to June Jan. to June Apr to June Jan. to June
REVENUE (Note 19)
Sale of goods and rendering of services ₱ 71,445,131 ₱ 137,510,946 ₱ 70,510,371 ₱ 134,523,593
Share in net profits of associates and joint ventures 5,221,716 11,145,735 5,002,654 10,049,323
Interest income 2,877,432 5,212,390 2,169,831 3,556,341
Dividend income 63,702 77,092 338,545 577,279
79,607,981 153,946,163 78,021,401 148,706,536
COSTS AND EXPENSES
Costs of sales and services 49,638,920 96,263,397 51,359,366 96,352,817
General and administrative 8,785,599 16,082,916 7,480,328 13,825,890
58,424,519 112,346,313 58,839,694 110,178,707
OTHER INCOME (CHARGES)
Other income 27,385,795 30,941,116 6,004,478 10,873,845
Interest and other financing charges (5,750,444) (11,346,606) (4,681,110) (9,018,394)
Other charges (2,233,778) (3,653,690) (1,705,529) (4,791,830)
19,401,573 15,940,820 (382,161) (2,936,379)
INCOME BEFORE INCOME TAX 40,585,035 57,540,670 18,799,546 35,591,450
PROVISION FOR INCOME TAX
Current 4,552,211 8,223,479 3,773,489 7,690,649
Deferred (331,489) (396,098) 275,698 259,934
4,220,722 7,827,381 4,049,187 7,950,583
NET INCOME ₱ 36,364,313 ₱ 49,713,289 ₱ 14,750,359 ₱ 27,640,867
Net Income Attributable to:
Owners of the parent ₱ 29,806,526 ₱ 37,837,536 ₱ 8,410,944 ₱ 16,067,956
Non-controlling interests 6,557,787 11,875,753 6,339,415 11,572,911
₱ 36,364,313 ₱ 49,713,289 ₱ 14,750,359 ₱ 27,640,867
EARNINGS PER SHARE (Note 18)
Basic ₱ 46.83 ₱ 59.06 ₱ 13.01 ₱ 24.82
Diluted ₱ 46.81 ₱ 58.89 ₱ 12.81 ₱ 24.44
2019 2018
Apr to June Jan. to June Apr to June Jan. to June
TOTAL OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX (3,182,865) (1,447,677) (263,935) 4,110,854
Ayala Corporation (herein referred to as “the Company”, “the Parent Company” or “Ayala” is
incorporated in the Republic of the Philippines on January 23, 1968. On April 15, 2016, during the
annual meeting of its stockholders, the stockholders ratified the amendment of the Fourth Article of
the Articles of Incorporation (AOI) to extend the corporate term for 50 years from January 23, 2018.
The amendment to the AOI was approved by the Securities and Exchange Commission (SEC) on
April 5, 2017. The Company’s registered office address and principal place of business is 32F-35F,
Tower One and Exchange Plaza, Ayala Triangle, Ayala Avenue, Makati City. The Company is a
publicly listed company which is 47.28% owned by Mermac, Inc. and the rest by the public.
The Company is the holding company of the Ayala Group of Companies (collectively referred to as
“the Group”), with principal business interests in real estate and hotels, financial services and
insurance, telecommunications, water infrastructure, electronics solutions and manufacturing,
industrial technologies, automotive, power generation, infrastructure, international real estate,
healthcare, education, and technology ventures.
The accompanying unaudited interim condensed consolidated financial statements have been
prepared in accordance with Philippine Accounting Standard (PAS) 34, Interim Financial
Reporting. Accordingly, the unaudited interim condensed consolidated financial statements do not
include all of the information and disclosures required in the December 31, 2018 annual audited
consolidated financial statements, and should be read in conjunction with the Group’s annual
consolidated financial statements as at and for the year ended December 31, 2018.
The preparation of the financial statements in compliance with Philippine Financial Reporting
Standards (PFRS) requires management to make estimates and assumptions that affect the
amounts reported in the financial statements and accompanying notes. The estimates and
assumptions used in the accompanying unaudited interim condensed consolidated financial
statements are based upon management’s evaluation of relevant facts and circumstances as of
the date of the unaudited interim condensed consolidated financial statements. Actual results
could differ from such estimates.
The unaudited interim condensed consolidated financial statements include the accounts of the
Company and its subsidiaries.
The unaudited interim condensed consolidated financial statements are presented in Philippine
Peso (₱), and all values are rounded to the nearest thousand pesos (₱000) except when otherwise
indicated.
On August 8, 2019, the Company’s Audit Committee approved and authorized the release of the
accompanying unaudited interim condensed consolidated financial statements of Ayala
Corporation and Subsidiaries.
Lessees will also be required to remeasure the lease liability upon the occurrence of certain
events (e.g., a change in the lease term, a change in future lease payments resulting from a
change in an index or rate used to determine those payments). The lessee will generally
recognize the amount of the remeasurement of the lease liability as an adjustment to the right-
of-use asset.
Lessor accounting under PFRS 16 is substantially unchanged from today’s accounting under
PAS 17. Lessors will continue to classify all leases using the same classification principle as
in PAS 17 and distinguish between two types of leases: operating and finance leases.
PFRS 16 also requires lessees and lessors to make more extensive disclosures than under
PAS 17.
A lessee can choose to apply the standard using either a full retrospective or a modified
retrospective approach. The standard permit transitional reliefs and practical expedients for
the measurements of lease liabilities and right of use assets arising from leases previously
classified as operating lease.
Transition to PFRS 16
The Group has chosen to apply the modified retrospective transition method (i.e. to apply PFRS
16 retrospectively with the cumulative effect of initially applying the standard recognized at the
date of initial application, 1 January 2019).
The Group has elected to use the transition practical expedient in applying PFRS 16 to
contracts that were previously identified as leases applying PAS 17 and IFRIC 4. The Group
will therefore not apply PFRS 16 to contracts that were not previously identified as containing
a lease applying PAS 17 and IFRIC 4.
The Group has elected to apply the certain practical expedients provided by the standard:
1. Use of a single discount rate to a portfolio of leases with reasonably similar characteristics,
2. The Group will rely on its assessment of whether leases are onerous immediately before
the date of initial application,
3. The Group will not apply the requirements of PFRS 16 to leases for which the lease term
ends within 12 months from the date of initial application,
The Group has also elected to use the recognition exemptions proposed for lease contracts,
that at the commencement date, have a lease term of 12 months or less and do not contain a
purchase option (short-term leases) and lease contracts for which the underlying asset is of low
value (low-value assets)
Impact of PFRS 16
The impact of PFRS 16 adoption is as follows:
Upon adoption of PFRS 16, the Group applied a single recognition and measurement approach
for all leases, except for short-term leases and leases of low-value assets. The standard
provides specific transition requirements and practical expedients, which has been applied by
the Group.
The following table shows the individual line items affected by the adjustments from the
adoption of PFRS 16 (in thousand pesos).
Due to the adoption of PFRS 16, the Group’s net income declined arising from increase in
expenses and interest expense, and slight decline in share in equity earnings of associates and
joint ventures.
The adoption did not have a material impact on the Group’s operating, investing and financing
cash flows.
• Right-of-use assets
The Group recognizes right-of-use assets at the commencement date of the lease (i.e., the
date the underlying asset is available for use). Right-of-use assets are measured at cost,
less any accumulated depreciation and impairment losses, and adjusted for any
remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of
lease liabilities recognized, initial direct costs incurred, and lease payments made at or
before the commencement date less any lease incentives received. Unless the Group is
reasonably certain to obtain ownership of the leased asset at the end of the lease term, the
recognized right-of-use assets are depreciated on a straight-line basis over the shorter of
its estimated useful life and the lease term. Right-of-use assets are subject to impairment.
• Lease liabilities
At the commencement date of the lease, the Group recognizes lease liabilities measured
at the present value of lease payments to be made over the lease term. The lease payments
include fixed payments (including in-substance fixed payments) less any lease incentives
receivable, variable lease payments that depend on an index or a rate, and amounts
expected to be paid under residual value guarantees. The variable lease payments that do
not depend on an index or a rate are recognized as expense in the period on which the
event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the Group uses the incremental
borrowing rate at the lease commencement date if the interest rate implicit in the lease is
not readily determinable. After the commencement date, the amount of lease liabilities is
increased to reflect the accretion of interest and reduced for the lease payments made. In
addition, the carrying amount of lease liabilities is remeasured if there is a modification, a
change in the lease term, a change in the in-substance fixed lease payments or a change
in the assessment to purchase the underlying asset.
• Determine current service cost for the remainder of the period after the plan amendment,
curtailment or settlement, using the actuarial assumptions used to remeasure the net
defined benefit liability (asset) reflecting the benefits offered under the plan and the plan
assets after that event.
• Determine net interest for the remainder of the period after the plan amendment,
curtailment or settlement using: the net defined benefit liability (asset) reflecting the benefits
offered under the plan and the plan assets after that event; and the discount rate used to
remeasure that net defined benefit liability (asset).
The amendments also clarify that an entity first determines any past service cost, or a gain or
loss on settlement, without considering the effect of the asset ceiling. This amount is recognized
in profit or loss. An entity then determines the effect of the asset ceiling after the plan
amendment, curtailment or settlement. Any change in that effect, excluding amounts included
in the net interest, is recognized in other comprehensive income.
The amendments also clarified that, in applying PFRS 9, an entity does not take account of any
losses of the associate or joint venture, or any impairment losses on the net investment,
recognized as adjustments to the net investment in the associate or joint venture that arise from
applying PAS 28, Investments in Associates and Joint Ventures.
An entity must determine whether to consider each uncertain tax treatment separately or
together with one or more other uncertain tax treatments. The approach that better predicts
the resolution of the uncertainty should be followed.
A party that participates in, but does not have joint control of, a joint operation might obtain
joint control of the joint operation in which the activity of the joint operation constitutes a
business as defined in PFRS 3. The amendments clarify that the previously held interests in
that joint operation are not remeasured.
An entity applies those amendments to business combinations for which the acquisition date
is on or after the beginning of the first annual reporting period beginning on or after January
1, 2019 and to transactions in which it obtains joint control on or after the beginning of the
first annual reporting period beginning on or after January 1, 2019, with early application
permitted. These amendments are currently not applicable to the Group but may apply to
future transactions.
An entity applies those amendments for annual reporting periods beginning on or after
January 1, 2019, with early application is permitted. These amendments are not relevant to
the Group because dividends declared by the Group do not give rise to tax obligations under
the current tax laws.
• Amendments to PAS 23, Borrowing Costs, Borrowing Costs Eligible for Capitalization
The amendments clarify that an entity treats as part of general borrowings any borrowing
originally made to develop a qualifying asset when substantially all of the activities necessary
to prepare that asset for its intended use or sale are complete.
An entity applies those amendments to borrowing costs incurred on or after the beginning of
the annual reporting period in which the entity first applies those amendments. An entity
applies those amendments for annual reporting periods beginning on or after January 1,
2019, with early application permitted.
Other than PFRS 16 which impacts the Group and is fully described in the foregoing, all the
other amendments, improvements and interpretations listed above that became effective
starting January 1, 2019 do not have significant impact on the consolidated financial statements
of the Group. However, the Group will continue to assess the impact and other areas of
adopting these.
An entity applies those amendments prospectively for annual reporting periods beginning on or
after January 1, 2020, with earlier application permitted.
An entity applies those amendments prospectively for annual reporting periods beginning on or
after January 1, 2020, with earlier application permitted.
The overall objective of PFRS 17 is to provide an accounting model for insurance contracts that
is more useful and consistent for insurers. In contrast to the requirements in PFRS 4, which
are largely based on grandfathering previous local accounting policies, PFRS 17 provides a
comprehensive model for insurance contracts, covering all relevant accounting aspects. The
core of PFRS 17 is the general model, supplemented by:
• A specific adaptation for contracts with direct participation features (the variable fee
• A simplified approach (the premium allocation approach) mainly for short-duration contracts
PFRS 17 is effective for reporting periods beginning on or after January 1, 2021, with
comparative figures required. Early application is permitted.
The new standard is not applicable to the Group since none of the entities within the Group
have activities that are predominantly connected with insurance or issue insurance contracts.
Deferred Effectivity
• Amendments to PFRS 10, Consolidated Financial Statements, and PAS 28, Sale or
Contribution of Assets between an Investor and its Associate or Joint Venture
The amendments address the conflict between PFRS 10 and PAS 28 in dealing with the loss
of control of a subsidiary that is sold or contributed to an associate or joint venture. The
amendments clarify that a full gain or loss is recognized when a transfer to an associate or joint
venture involves a business as defined in PFRS 3. Any gain or loss resulting from the sale or
contribution of assets that does not constitute a business, however, is recognized only to the
extent of unrelated investors’ interests in the associate or joint venture.
On January 13, 2016, the Financial Reporting Standards Council deferred the original effective
date of January 1, 2016 of the said amendments until the International Accounting Standards
Board (IASB) completes its broader review of the research project on equity accounting that
may result in the simplification of accounting for such transactions and of other aspects of
accounting for associates and joint ventures.
The unaudited interim condensed consolidated financial statements comprise the financial
statements of the Company and the following subsidiaries of the Group:
% of Economic Ownership
Interest held by the Group
June 2019 December 2018
Subsidiaries Nature of Business (Unaudited) (Audited)
AC Energy, Inc. (AC Energy) Power Generation 100.0 % 100.0 %
AC Infrastructure Holdings Corporation (AC Infra) Infrastructure 100.0 100.0
AC International Finance Limited (ACIFL)* Investment Holding 100.0 100.0
AG Counselors Corporation (AGCC) Consulting Services 100.0 100.0
AC Industrial Technology Holdings Inc. (AC Industrial Technology and
Industrials) Automotive 100.0 100.0
Ayala Aviation Corporation (AAC) Air Charter 100.0 100.0
AC Education, Inc. (AC Education)**** Education - 100.0
Ayala Land, Inc. (ALI) Real Estate and Hotels 44.4 47.0
AYC Finance Limited (AYCFL)* Investment Holding 100.0 100.0
Azalea International Venture Partners Limited Business Process
(AIVPL)** Outsourcing (BPO) 100.0 100.0
Ayala Healthcare Holdings, Inc. (AC Health) Healthcare 100.0 100.0
Bestfull Holdings Limited (BHL)*** Investment Holding -
International 100.0 100.0
Darong Agricultural and Development Agriculture
Corporation (DADC) 100.0 100.0
HCX Technology Partners Inc. (HCX) HR Technology Services 100.0 100.0
Integrated Microelectronics, Inc. (IMI) Electronics 52.1 52.1
Manila Water Company, Inc. (MWC) Water Infrastructure 51.4 51.4
Michigan Holdings, Inc. (MHI) Investment Holding 100.0 100.0
Philwater Holdings Company, Inc. (Philwater) Investment Holding 100.0 100.0
Purefoods International Limited (PFIL)** Investment Holding 100.0 100.0
Technopark Land, Inc. (TLI) Real Estate 78.8 78.8
AC Ventures Holding Corp. (AC Ventures) Investment Holding 100.0 100.0
*Incorporated in Cayman Islands
**Incorporated in British Virgin Islands
***Incorporated in Hong Kong
****See related discussion b elow in AC Education Group.
Unless otherwise indicated, the principal place of business and country of incorporation of the
Parent Company’s investments in subsidiaries, associates and joint ventures is the Philippines.
Except as discussed below, the voting rights held by the Parent Company in its investments in
subsidiaries are in proportion to its ownership interest.
The following are the highlights of significant transactions of the Parent Company and subsidiaries,
part of which affected the Parent Company’s investments in its subsidiaries:
Parent Company
a) On various dates in 2019, the Parent Company infused additional capital to the following
subsidiaries: AC Infra amounting to ₱2,079 million mainly for LRT1 project (Cavite extension);
AC Industrials amounting to ₱1,840.3 million for operating expenses and various projects; AC
Energy amounting to ₱3,412.5 million mainly for PHEN transaction; and AC Health amounting
to ₱1,250.0 billion for certain capital expenditure, clinic expansion and new business
development.
b) The holders of the remaining AYCFL US$292.8 million guaranteed exchangeable bonds as of
December 31, 2018 claimed the option to convert the bonds into 377.5 million ALI common
shares, bringing the balance of the guaranteed exchangeable bonds to zero as of June 30,
2019. The Group’s effective ownership in ALI was reduced by 2.6% after this exchange.
c) On March 8, 2019, the Parent Company clarified the news article entitled, “Ayala Corp. 2019
capex set at ₱249.4 billion” posted on Business Mirror (Internet Edition) on March 8, 2019. The
Company confirmed the statement made by the Chief Finance Officer, Mr. Jose Teodoro K.
Limcaoco, that the Ayala group’s capital expenditure budget is similar, if not slightly higher than
last year. In addition, he confirmed that at the parent level, the capital expenditure budget will
be lower compared to last year.
d) On March 12, 2019, the Board of Directors (BOD), at its regular meeting held this day, approved
the following:
i. The amendment to the Primary Purpose under the Second Article of our Articles of
Incorporation to expressly include, as part of the acts which our Company may perform in
furtherance of its primary purpose, its acting as guarantor or surety for the loans and
obligations of its affiliates or associates; and
ii. The amendments of Sections 5, 6 and 8 of Article Ill of our By-Laws to allow our shareholders
to vote through remote communication or in absentia, subject to the rules and regulations
that may be issued by the Securities and Exchange Commission from time to time.
The amendments to the Articles of Incorporation and By-Laws were presented to the
stockholders for approval at their annual meeting on April 26, 2019. Given that the stockholders
have delegated to the BOD the authority to amend the By-Laws, the amendments to the By-
laws will become effective upon the approval by the SEC.
On May 24, 2019, the SEC approved the above amendments in the Parent Company’s Articles
of Incorporation and By-Laws.
e) On March 26, 2019, the approved resolution of the Toll Regulatory Board (TRB) on Ayala’s
2016 Petition for Approval of Periodic Toll Rate Adjustment with Application for Provisional
Relief was received. The approved new toll rates are as follows.
As indicated in the resolution, prior to TRB’s issuance of the Notice to Start Collection, Ayala is
directed to publish the approved new rates applicable to MCX Expressway (in accordance with
TRB rules) and to submit proof of such publication.
f) On April 24, 2019, the Parent Company confirmed the statement of Chief Finance Officer, Mr.
Jose Teodoro K. Limcaoco, in the news article titled, "Ayala on track to post ₱50-billion profit"
posted on Manila Standard (Internet Edition) on April 23, 2019.
g) On April 29, 2019, the Parent Company confirmed the statements in the news article titled,
"Ayala launches US$150 M venture capital fund" posted on Philippine Star (Internet Edition) on
April 27, 2019. However, they clarified that the fund will be managed by Kickstart Ventures Inc.,
which is a subsidiary of Globe Telecom, a joint venture by the Parent Company.
h) On May 10, 2019, in a press statement, the Company reported a net income of ₱8 billion in the
first quarter of the year, five percent higher from a year ago, lifted by its real estate, banking,
and telco units and boosted by net accounting gains from the merger of its education arm with
the Yuchengco group.
ALI Group
a) On February 4, 2019, the Executive Committee of ALI approved the exchange of the 20%
equity interest acquired from Mitsubishi Corporation in Laguna Technopark, Inc. (LTI),
equivalent to 8,051 common shares, with a total value of ₱800.0 million, for additional shares
of stock in Prime Orion Philippines, Inc. (POPI), equivalent to 323,886,640 common shares,
subject to conditions to be fulfilled by POPI.
On June 10, 2019, the exchange transaction was completed between ALI and AyalaLand
Logistics Holdings Corp. (ALLHC, formerly POPI).
SEC FORM 17-Q 21
b) On February 27, 2019, the BOD of ALI approved the declaration of cash dividends amounting
to P
= 0.26 per outstanding common share. These will be paid on March 29, 2019 to shareholders
on record as of March 13, 2019.
c) The BOD of ALI also approved ALI’s 2019 stock option program pursuant to their Employee
Stock Ownership Plan (ESOWN). The program authorizes the grant to qualified executives, in
accordance with the terms of the ESOWN, stock options covering up to a total of 14,430,750
common shares at a subscription price of ₱44.49 per share, which is the average price of our
common shares at the Philippine Stock Exchange over the last 30-day trading as of February
26, 2019.
On April 30, 2019, 152 grantees of stock options under ESOWN subscribed to 10,073,389
common shares at ₱44.49 per share and became effective on the same day. As a result of the
subscription of these grantees, ALI’s outstanding common shares increased to 14,734,581,724.
d) On 24 April 2019, ALI's subsidiary, AyalaLand REIT, Inc. ("AREIT"), intends to publicly list as a
Real Estate Investment Trust ("REIT") under the current Implementing Rules and Regulations
of the Securities and Exchange Commission on REITs and following the minimum public
ownership requirement of 67%. ALI believes that the REIT initiative is a viable investment
vehicle to access new investors, recycle and reinvest capital, and promote the development of
the Philippine capital markets as a whole. While ALI intends to initially seed AREIT with prime,
Grade-A commercial office assets in Makati, the offer structure, including terms and conditions
thereof, are yet to be finalized. Disclosures shall be made in due course, consistent with
applicable rules and regulations. AREIT plans to list within the year once all regulatory
approvals are in place. AREIT has appointed BPI Capital Corporation as the Issue Manager,
Lead Underwriter and Bookrunner for the transaction.
e) On May 6, 2019, ALI listed the initial tranche of its new P = 50 billion SEC-registered shelf
program, the ₱8 billion 7-Year Fixed Rate Bonds on the Philippine Dealing & Exchange Corp.
(PDEx) platform. The Bonds has a coupon of 6.3690% per annum and have been rated PRS
Aaa, the highest rating assigned by PhilRatings. Obligations rated PRS Aaa are of the highest
quality with minimal credit risk.
f) The voting rights held by the Group in ALI as of June 30, 2019 and December 31, 2018 is equal
to 67.3% and 68.7%, respectively.
MWC Group
a) On January 21, 2019, Laguna AAAWater Corporation (LAWC) signed and executed a
contractual JVA with the Pagsanjan Water District (PAGWAD). Under the agreement, LAWC
shall serve as the contractor or agent of PAGWAD tasked with the operations, management,
and maintenance as well as the design, improvement, upgrade, rehabilitation, and expansion
of water supply and sanitation facilities within the service area of PAGWAD in Pagsanjan,
Laguna.
Upon completion of conditions precedents in the agreement, LAWC and PAGWAD shall
execute the project for a period of sixteen (16) years until September 30, 2035.
b) On January 25, 2019, Manila Water Philippine Ventures, Inc. (MWPVI) received a Notice to
Proceed from the Municipality of Manaoag, Pangasinan, granting MWPVI a franchise for the
provision and improvement of the water supply operation, maintenance, management,
financing and expansion, and the provision of septage management in the Municipality of
Manaoag. The franchise granted to MWPVI shall be for a term of twenty five (25) years,
excluding two (2) years of construction.
c) On February 4, 2019, MWC Group and MWPVI (collectively, the “Consortium”) signed and
executed a joint venture agreement (JVA) with the Tanauan Water District for the design,
construction, rehabilitation, maintenance, operation, financing, expansion, and management of
the water supply and sanitation facilities and services of the Tanauan Water District in Tanauan
City, Batangas (the Tanauan Project). Upon completion of the condition precedent set out in
the JVA, the Consortium, through a SPV, and the Tanauan Water District shall execute the
Tanauan Project for a period of twenty-five (25) years from the commencement date.
On February 26, 2019, the BOD approved the amendment of the second article of incorporation
to include the authority to enter into contracts of guarantee and/or suretyships.
e) On March 26, 2019, MWC announced a one-time voluntary bill waiver for the month of March
2019 consumption, which was reflected in the April 2019 billing to help ease the inconvenience
of the water shortage to all customers of MWC in the East Zone.
g) On April 24, 2019, MWSS imposed a penalty of ₱534 million to MWC for its failure to meet its
service obligation to provide 24/7 water supply to its customers. MWC will abide and pay the
penalty. MWSS also asked MWC to set aside an additional ₱600 million for the development
of a medium to long-term water source for the East Zone. This amount forms part of the Group’s
General and Administrative Expenses as of June 30, 2019.
h) On June 14, 2019, Bulakan Water and the BWD signed and executed a Concession Agreement
for the design, construction, rehabilitation, operation, maintenance, financing, expansion, and
management of water facilities and the provision of water and sanitation services in the
Municipality of Bulakan for a period of twenty-five (25) years from the Commencement Date.
i) The MWC Group has various contingent liabilities arising from the ordinary conduct of business
which are either pending decision by the courts or are being contested, the outcomes of which
are not presently determinable.
In 2009, OIC Regional Director Roberto D. Sheen of the Environmental Management Bureau-
National Capital Region (EMB-NCR) filed a complaint before the Pollution Adjudication Board
(PAB) against the Parent Company, Maynilad Water Services, Inc. (Maynilad) and the MWSS
for alleged violation of R.A. No. 9275 (Philippine Clean Water Act of 2004), particularly the
five-year deadline imposed in Section 8 thereof for connecting the existing sewage line found
in all subdivisions, condominiums, commercial centers, hotels, sports and recreational
facilities, hospitals, market places, public buildings, industrial complex and other similar
establishments including households, to an available sewerage system. Two (2) similar
complaints against Maynilad and MWSS were consolidated with this case.
On April 22, 2009, the PAB, through the Department of Environment and Natural Resources
(DENR) Secretary and Chair Jose L. Atienza, Jr., issued a Notice of Violation finding the
Parent Company, Maynilad and MWSS to have committed the aforesaid violation of R.A.
9275. Subsequently, a Technical Conference was scheduled on May 5, 2009. In the said
Technical Conference, the Parent Company, MWSS and Maynilad explained to the PAB their
respective positions and it was established that DENR has a great role to play to compel
people to connect to existing sewage lines and those that are yet to be established by the
Parent Company and Maynilad.
On October 7, 2009, the PAB issued an Order which found the Parent Company, Maynilad
and MWSS to have violated the Clean Water Act. The Parent Company filed its Motion for
Reconsideration dated October 22, 2009 which the PAB denied in an Order dated December
2, 2009. Hence, the Parent Company filed its Petition for Review dated December 21, 2009
with the Court of Appeals. The Parent Company thereafter filed an amended Petition for
Review dated January 25, 2010.
In a Decision dated August 14, 2012, the Court of Appeals denied the Parent Company’s
Petition for Review and on September 26, 2012, the Parent Company filed a Motion for
Reconsideration of the Court of Appeals’ Decision.
On April 29, 2013, the Parent Company received the Resolution dated April 11, 2013 of the
Court of Appeals, denying its Motion for Reconsideration.
According to media reports, the Supreme Court ordered MWSS and the Parent Company on
August 7, 2019 to jointly and severally pay P = 921.46 million in fines for its non-compliance with
the Clean Water Act. In addition to said amount, MWSS and the Parent Company are to
jointly and severally pay a fine in the initial amount 322,102.00 per day subject to further 10
percent increase every 2 years until compliance with Section 8 of the Clean Water Act. As of
date of this report, the Parent Company has not received a copy of the Supreme Court
decision for it to make an informed assessment and evaluation of the court order
As part of the mandate of the Parent Company as a concessionaire, it has invested more than
P
= 33 billion for the past 21 years and will continue to invest P
= 38.4 billion more until 2022 as
part of the government-approved business plan to further improve sewerage and sanitation
services in the East Zone.
To date, sewer coverage is more than 15% of the Parent Company’s water-served population
and 22% in terms of facility acceptance/capacity, a 700% increase from only 3% when it took
over in 1997.
j) The voting rights held by the Group in MWC as of June 30, 2019 and December 31, 2018 is
equal to 80.2%.
IMI Group
a) IMI Singapore declared its intent to issue additional redeemable cumulative preferred stock
(RCPS), which was planned to be subscribed by AC Industrials (Singapore) Pte, Ltd., a
subsidiary of AC Industrials. The preferred shares have certain features, rights and privileges,
which include redemption at the option of the issuer and cumulative, non-participating dividend
rights at rates to be determined by the Board of Directors. There is no conversion option to the
shareholders to convert the RCPS into ordinary shares of the Company and the shareholders
have no voting rights unless the resolution in question varies the rights attached to the RCPS
or is for the winding-up of the IMI Singapore.
IMI Singapore received the deposits for future subscription amounting to US$60.0 million as of
June 30, 2019. Allotment and actual issuance of shares transpired in July 2019.
b) In 2019, IMI finalized the purchase price allocation of VTS-Touchsensor Co., Ltd. with certain
changes to the provisional values based on additional information subsequently obtained: The
fair value of the property, plant and equipment and intangible asset increased by US$7.16
million and US$2.58 million, respectively. The increase in intangible asset is attributable to the
fair value of customer relationships. This resulted in recognition of ₱86 million gain booked in
the consolidated Other Income.
c) On April 8, 2019, the BOD of IMI approved the declaration of cash dividend of US$0.00201 or
₱0.10542 per share to all outstanding common shares as of record date of April 25, 2019
payable on May 7, 2019.
d) As of June 30, 2019, the Company and AC Industrials effectively own 52.1% of IMI. The voting
rights held by the Group in IMI as of June 30, 2019 and December 31, 2018 is equal to 52.1%.
AC Energy Group
a) On January 9, 2019, PHINMA Corporation approved and signed the Heads of Agreement for
the sale of its shares in PHINMA Energy Corporation (PHEN) representing 26.25% ownership
interest to AC Energy subject to the execution of the appropriate definitive agreements.
Further to the transaction, AC Energy will acquire PHINMA Corporation’s and PHINMA Inc.’s
(collectively, “PHINMA”) combined 51.48% stake in PHEN via a secondary share sale for
approximately ₱3.4 billion, based on the valuation date of December 31, 2018, and is subject
to adjustments. AC Energy will also subscribe to approximately 2.632 billion PHEN primary
shares at par value (the “PHEN Acquisition”).
On June 24, 2019, AC Energy completed the PHEN acquisition. AC Energy acquired
PHINMA's shares for ₱3.7 billion and subscribed to PHEN primary shares for ₱2.6 billion. AC
Energy made a tender offer for other PHEN shareholders on May 20, 2019 to June 19, 2019.
As of June 30, 2019, AC Energy directly owns 66.34% of the PHEN’s total outstanding shares
of stock.
The provisional values of the identifiable assets and liabilities acquired are as follows: total
tangible assets of P19.9 billion, total intangible assets of P328 million and total liabilities of P10
billion.
The purchase price allocation (PPA) for the acquisition of PHEN has been prepared on a
preliminary basis due to unavailability of information to facilitate fair value computation. This
includes information necessary for the valuation of other intangible assets, if any. Reasonable
changes are expected as additional information becomes available. The accounts that are
subject to provisional accounting are receivables, investments in subsidiaries associates and
joint ventures, property, plant and equipment, intangible assets and goodwill or bargain
purchase gain. The PPA will be finalized in 2019 or within one year from the date of closure of
this acquisition transaction.
With the PHEN acquisition, AC Energy’s economic interest in SLTEC increased from 35% to
80%. The provisional net assets of SLTEC is at P7.3B as of June 2019. Provisional gain or
loss on remeasurement of the investment in SLTEC will also be finalized in 2019 or within one
year from the date of closure of this acquisition transaction.
The purchase consideration of P6.5 billion upon signing of the agreement was paid in cash and
also involves the assumption of debt and other liabilities.
b) On February 28, 2019, the PCC approved the acquisition by Aboitiz Power Corporation
(AboitizPower) of a 49% voting interest and 60% economic interest in AA Thermal, Inc. (AA
Thermal Transaction). This follows the signing of a Share Purchase Agreement (SPA) on
September 26, 2018 between AboitizPower (as buyer) and Arlington Mariveles Netherlands
Holding B.V. (as seller), a wholly-owned subsidiary AC Energy.
On May 2, 2019, AC Energy completed the AA Thermal Transaction valued at US$572.9 million
after applying agreed adjustments pursuant to the SPA.
AC Energy used the carrying value of its investment in AA Thermal to determine the estimated
₱22.7 billion net gain on sale which is reflected in the Group’s Income Statement under Other
Income and certain GAE accounts. As a result of completing the AA Thermal Transaction, the
remaining economic interest in AA Thermal was booked in its carrying value and accounted for
under equity method and classified under the Group’s Investment in Associates and Joint
Ventures (see Note 10).
c) On April 29, 2019, the Parent Company confirmed the news article titled, AC Energy, partner
looking at wind-power project in Vietnam" posted on Business Mirror (Internet Edition) on April
29, 2019. AC Energy and the BIM Group of Vietnam are expected to collaborate again for a
wind-power project in Vietnam, following the inauguration of their 330-megawatt (MW) solar
farm. However, discussions are still ongoing and there is no firm commitment on project
expansion from either party.
d) On May 6, 2019, AC Energy in partnership with The Blue Circle ("TBC") signed a Shareholders'
Agreement to jointly construct, own and operate the Mui Ne Wind Farm located at the Binh
Thuan province, Southeastern coast of Vietnam. Construction for the 40 MW first phase will
commence immediately with an estimated cost of US$92 million, to be financed by debt and
equity. The Mui Ne Wind Farm has an expansion potential of up to 170 MW. AC Energy
accounts for over 62% of the economic ownership including its 50% direct voting stake. Project
completion of the first phase is expected in the first half of 2020, in time for the new wind feed-
in-tariff deadline of November 2021.
On January 30, 2019, AC Industrials relaunched the Kia brand in the Philippines wherein 3 new
vehicle models were introduced.
On March 25, 2019, AC Industrials and Roadworthy Cars, Inc. (RCI) executed a subscription
agreement for additional subscriptions in KPMC that will result in AC Industrials’ ownership at
KPMC at 67.2% voting interest and 65% economic interest. AC Industrials also extended a
loan to RCI amounting to P= 1.6 billion which bears interest at the rate of 8% per annum and is
payable on or before year 2029.
b) On March 13, 2019, AC Industrials through its subsidiary MT Technologies GmbH, has entered
into an agreement with the shareholders of C-CON Group for the acquisition of a 75.1% stake
in C-CON Group for a total consideration of EURO 1.1 million. The closing of the transaction
transpired on April 1, 2019. C-CON Group is a German engineering, design and manufacturing
group catering to the automotive, industrial and aerospace space industries.
The purchase price allocation (PPA) for the acquisition of C-CON is preliminary while
information to facilitate fair value computation are being finalized. This includes information
necessary for the valuation of other intangible assets, if any. Reasonable changes are
expected as additional information becomes available. The provisional PPA will be finalized
within one year from the date of closure of this acquisition transaction.
c) On various dates between January to June 2019, the Parent Company infused additional
capital to AC Industrials amounting to ₱1.84 billion to fund its various investments.
AC Infra Group
a) On various dates between January to June 2019, the Parent Company infused additional
capital to AC Infra amounting to ₱2.1 billion to fund its various investments.
AC Education Group
a) On December 6, 2018, the Philippine Competition Commission approved the merger of AC
Education, Inc. (AC Education) and iPeople, inc. (IPO), the Yuchengco Group’s publicly listed
education investment holding company. Subsequently, AC Education and IPO executed on
January 31, 2019 the Plan and Articles of Merger, as approved by the companies’ respective
boards of directors and stockholders. The Plan and Articles of Merger, in which IPO was the
surviving entity, were submitted to the SEC on February 8, 2019 and were approved by the
SEC on April 24, 2019.
The merger involved combining AC Education’s assets which included the APEC Schools,
University of Nueva Caceres and National Teachers College and IPO’s assets which included
the Mapua University, Malayan Colleges Laguna, Malayan Colleges Mindanao and Malayan
High School of Science. The valuation of each of school and asset under AC Education and
IPO was determined using standard net asset value and discounted cash flow methodologies.
Subsequently on May 2, 2019, the merger of AC Education with IPO became effective pursuant
to the terms of the Plan of Merger. House of Investments, Inc. and its affiliates, and Ayala, now
control 51.3% and 33.5%, respectively, of listed IPO, the surviving entity. The transaction
values the combined entity at approximately ₱15.5 billion.
Ayala received approximately ₱4.4 billion worth of primary IPO shares from the merger.
Additionally, Ayala acquired ₱0.8 billion worth of secondary IPO shares.
Ayala’s gain on the merger transaction was computed at ₱0.8 billion and was booked in the
Group’s consolidated Other Income as of June 30, 2019.
AC Health Group
a) On March 13, 2019, AC Health signed conditional agreements to subscribe to an additional
2.5% stake in each of the Generika companies namely Actimed, Inc. (Actimed), Novelis
Solutions, Inc. (Novelis), Pharm Gen Ventures Corp. (PharmGen) and Erikagen, Inc.
SEC FORM 17-Q 26
(Erikagen). The total subscription of P
= 78 million will result in AC Health having 52.5%
ownership in these companies.
The conditions to the issuance of shares include, among others, the approval of the Philippine
Competition Commission (PCC) and other regulatory approvals. On June 3, 2019, AC Health
received the approval of the PCC on its proposed increase in stake in the Generika companies.
The purchase price allocation (PPA) has been prepared on a preliminary basis due to
unavailability of information to facilitate fair value computation which includes information
necessary for the valuation of other intangible assets. The provisional goodwill and trademark
are subject to reasonable changes as additional information becomes available and the
purchase price allocation has been finalized.
The provisional values of the identifiable assets and liabilities acquired and provisional goodwill
arising as at the date of acquisition follows: total assets of ₱2,358 million, total liabilities of
₱1,451 million, non-controlling interest of ₱431 million and goodwill of ₱351 million.
AC Health recognized a gain of P= 282 million as a result of measuring at fair value its 50% equity
interest in Generika held before the business combination. The gain is included in the Group’s
Other Income.
In ₱’000s
Total consideration for 52.5% equity interest
acquired ₱828,000
Less: non-cash consideration 750,000
Cash consideration 78,000
Less: Cash acquired from the subsidiary -
Net cash outflow (included in cash flows from
investing activities) ₱78,000
From the date of acquisition, AC Health’s share in Generika’s revenue and net loss amounted
to ₱188 million and ₱0.84 million, respectively. If the combination had taken place at the
beginning of 2019, AC Health’s share in Generika’s revenue and net loss would have been
₱1,165 million and ₱0.768 million, respectively.
b) AC Health, through its technology arm, Vigos, expanded its digital portfolio with a recent
investment in Fibronostics, a global US-based healthcare technology company focusing on
non-invasive algorithm-based solutions for diagnostic testing. The agreement was signed by
AC Health President and CEO, Paolo Borromeo, AC Health Chief Digital Officer, Christian
Besler, and SPRIM Ventures Managing Partner, Dr. Michael Shleifer last May 31, 2019.
SPRIM is the bioscience R&D firm from which Fibronostics was spun off.
c) On various dates in 2019, AC Health made certain infusions in health and wellness related
investments including full payment of subscription to Zapfam. These investments include those
with ePharmacy and online medicines delivery and hospital operations.
d) On various dates between January to June 2019, the Parent Company infused additional
capital to AC Health amounting to ₱1.25 billion to fund its various investments.
ACIFL
a) In May 2019, ACIFL repurchased its 110,000,000 shares which were issued and registered in
the name of the Parent Company, ACIFL’s sole shareholder. The repurchase price was at par
of US$1.00 per share for a total amount of US$110.0 million. ACIFL remained a wholly owned
subsidiary of the Parent Company after the transaction.
AAC
a) On various dates between January to June 2019, the Parent Company infused additional
capital to AAC amounting to ₱158.8 million to support working capital requirements.
As of June 30, 2019 (unaudited), the proportion of economic ownership held by material non-controlling
interest of ALI, MWC and IMI are 55.6%, 48.6% and 47.9%, respectively. As of June 30, 2019
(unaudited), the voting rights held by non-controlling interests of ALI, MWC and IMI are 32.7%, 19.8%
and 47.9%, respectively.
Cash in banks earns interest at the prevailing bank deposit rates. Cash equivalents are short-term,
highly liquid investments that are made for varying periods of up to three months depending on the
immediate cash requirements of the Group and earn interest at the prevailing short-term rates.
The Group maintains cash and cash equivalents with Bank of the Philippine Islands (BPI), an
associate of the Parent Company and related party of the Group, amounting to ₱43.8 billion and
₱26.2 billion, as of June 30, 2019 (unaudited) and December 31, 2018 (audited), respectively (see
Note 22).
5. Short-term Investments
Short-term investments pertain to money market placements made for varying periods of more than
three months but less than one year and earn interest at the respective short-term investment rates.
The Group maintains short-term investments with BPI amounting to ₱45.0 million and ₱2,838.4
million, as of June 30, 2019 (unaudited) and December 31, 2018 (audited), respectively (see Note
22).
The aging analysis of accounts and notes receivables that are past due but not impaired follows:
Real estate
Real estate receivables consist of:
• Residential and office development - pertain to receivables from the sale of high-end, upper
middle-income and affordable residential lots and units; economic and socialized housing units
and sale of commercial lots; sale of office units; and leisure community developments. Upon
adoption of PFRS 15, the Group records any excess of progress of work over the right to an
amount of consideration that is unconditional, recognized as residential and office development
trade receivables, as contract asset.
• Corporate business - pertain to lease receivables from office and factory buildings and
receivables from sale of industrial lots
• Shopping centers - pertain to lease receivables from retail spaces
• Construction contracts - pertain to receivables from third party construction projects
• Management fees - pertain to receivables from facilities management services
• Others - pertain to receivables from hotel operations and other support services
Corporate business receivables are collectible on a monthly or quarterly basis depending on the
terms of the lease contracts.
Receivables from shopping centers, construction contracts and management fees are due within
30 days upon billing.
Receivables from hotel operations and other support services are normally due within 30 to 90 days
upon billing.
The ALI Group sold real estate receivables on a without recourse basis to partner mortgage banks,
which include BPI Family Savings Bank, a related party, totaling to ₱4,231 million in first half of
2019 and ₱12,867 million in 2018. These were sold at discount with total proceeds of ₱3,937 million
and ₱12,042 million, respectively. ALI recognized loss on sale, booked under “Other Financing
Charges” amounting to ₱294 million and ₱825 million as of June 2019 and 2018 (both unaudited),
respectively.
Electronics
Pertain to receivables arising from manufacturing and other related services for electronic products
and components and have credit terms averaging 80 days from invoice date.
Automotive
Automotive receivables relate to sale of passenger cars, motorcycles and commercial vehicles and
are collectible within 30 to 90 days from date of sale.
Water infrastructure
Water infrastructure receivables arise from water and sewer services rendered to residential,
commercial, semi-business and industrial customers of MWC Group and are collectible within 30
days from billing date.
These receivables also include receivables from pipework services collectible within 12 months,
receivables from distributors’ fees arising from the Exclusive Distributorship Agreement (EDA)
entered into by Manila Water Total Solutions Corp. (MWTS), a wholly-owned subsidiary of MWC,
with distributors of its Healthy Family drinking water which are collectible within the period that is
agreed with the distributors and receivables arising from supervision fees on the development of
water and used water facilities which are collectible within thirty (30) days from billing date.
Power generation
Power generation receivables pertain to AC Energy Group’s receivable from its various RES
customers, Philippine Electric Market Corporation (PEMC), Ilocos Norte Electric Cooperative, Inc.
(INEC), Wholesale Electricity Sport Market (WESM) and National Transmission Corporation
(TransCo), acting as administrator of FIT system.
Advances to other companies also includes receivables from MRT Development Corporation
(MRTDC) shareholders which pertains to interest-bearing advances made by North Triangle Depot
Commercial Corporation (NTDCC) to MRTDC equivalent to the Pre-2006 Development Rights
Payment (DRP) Payables and the Residual Depot DRP which is due more than one year, in relation
to the funding and repayment agreement.
The assigned receivable will be paid by BWC at an amount equal to 30% of the product consumed
by all of BWC’s customers and the tariff imposed by MWC on its customers falling under the
corresponding classification pursuant to the Concession Agreement, and all amounts received by
BWC as connection fees from customers, and any fee BWC may charge in relation to the
interconnection with the wastewater treatment plant of areas of developments outside the BWC
service area. The assigned receivable from BWC is interest bearing and MWC Group classifies as
current the portion of its gross receivable from BWC that is due within the next twelve (12) months
in accordance with the agreed terms.
Others
Other receivables include accrued interest receivable and other nontrade receivables from non-
related entities which are non-interest bearing and are due and demandable.
Provision for Doubtful Accounts amounted to ₱102.9 million and ₱78.3 million for the periods ended
June 30, 2019 and 2018 (both unaudited), respectively, which form part of the Group’s General and
Administrative Expenses.
The Group’s provision for inventory obsolescence amounted to ₱36.3 million and negative ₱29.8
million (net reversal mainly coming from IMI group) for the period ended June 30, 2019 and 2018
(both unaudited), respectively. These form part of the consolidated General and Administrative
Expenses.
Other noncurrent assets includes deferred charges (project-related costs already paid but not yet
consumed in the actual construction activities which are costs as the related awarded project
progresses); advances for projects (which include escrow and security deposits on land leases,
advance rental payments, noncurrent prepaid management fees, commissions and advertising and
promotions); leasehold rights (assigned rights of Solienda, Inc. to the contracts of lease of San Julio
Realty, Inc. with San Carlos Sun Power, Inc., San Carlos Solar Energy, Inc. and San Carlos
Biopower Inc.; and others which pertain to prepayment for expenses that is amortized for more than
one year and long-term miscellaneous accounts.
9. Contract Balances
Contract Liabilities
Current ₱ 6,299,346 ₱ 21,988,850
Noncurrent 8,432,289 8,630,235
Total Contract Liabilities ₱ 14,731,635 ₱ 30,619,085
Set out below is the nature of contract assets and liabilities of the Group:
ALI Group
Contract assets are initially recognized for revenue earned from real estate sales as receipt of
consideration is conditional on successful completion of installation. Upon completion of
performance obligation and acceptance by the customer, the amounts recognized as contract
assets are reclassified to trade residential and office development receivables.
Contract liabilities consist of collections from real estate customers which have not reached the
10% threshold to qualify for revenue recognition and excess of collections over the recognized
receivables and contract assets based on percentage of completion.
IMI Group
Contract assets are initially recognized for revenue earned from manufacturing of goods as receipt
of consideration is conditional on successful completion of the services. When goods are shipped
or goods are received by the customer, depending on the corresponding agreement with the
customers, the amounts recognized as contract assets are reclassified to trade receivables.
Payments are received from customers depending on the credit terms.
IMI Group applied the practical expedient in PFRS 15 on the disclosure of information about the
transaction price allocated to remaining performance obligations given the customer contracts have
original expected duration of one year or less.
MWC Group
Contract assets from supervision fees are initially recognized for revenue earned arising from the
provision of design and project management services in the development of water and used water
facilities. These contract assets are reclassified to “Accounts and notes receivables” upon
acceptance and reaching certain construction milestones for the related water and used water
facilities.
SEC FORM 17-Q 34
10. Investments in Associates and Joint Ventures
Investments in associates and joint ventures are accounted for under the equity method of
accounting. Major associates and joint ventures and the related percentages of economic
ownership as of June 30, 2019 (unaudited) and December 31, 2018 (audited) are as follows:
Foreign:
Star Energy Salak-Darajat B.V. (Salak-Darajat)
(incorporated in Indonesia) 19.8 19.8 10,416 10,280
Eastern Water Resources Development and
Management Public Company Limited (East Water)
(incorporated in Thailand) 20.0 20.0 8,906 8,623
Thu Duc Water B.O.O. Corporation (TDW)
(incorporated in Vietnam) 49.0 49.0 3,115 3,074
Kenh Dong Water Supply Joint Stock Company
(KDW) (incorporated in Vietnam) 47.4 47.4 2,712 2,721
BIM Renewable / Energy Group 30.0 30.0 2,561 2,360
UPC Renewables Australia (incorporated in Australia)* 50.0 50.0 1,375 1,462
Saigon Water Infrastructure Joint Stock Company
(Saigon Water) (incorporated in Vietnam) 38.0 38.0 1,147 1,172
New Energy Investments Corporation
(incorporated in Vietnam)* 50.0 50.0 683 1,131
UPC Sidrap HK Ltd. (incorporated in Indonesia)* 11.0 11.0 314 334
UPC Renewables Asia III Ltd. (incorporated in Indonesia)* 51.0 51.0 94 103
Others Various Various 1,015 800
₱ 251,307 ₱ 240,141
* Joint ventures.
** Refer to Note 3.
Unless otherwise indicated, the principal place of business and country of incorporation of the
Group’s investments in associates and joint ventures is the Philippines.
Except as discussed in subsequent notes, the voting rights held by the Group in its investments in
associates and joint ventures are in proportion to its ownership interest.
BPI Group
Attributable to:
Equity Holders of BPI ₱ 13,737 11,026
Noncontrolling Interest 126 94
₱ 13,863 ₱ 11,120
a) On January 29, 2019, total cash dividends paid to common stockholders of record as January
8, 2019 amounted to P
= 4.0 billion.
b) The effective voting rights held by the Group in BPI as of June 30, 2019 and December 31,
2018 is equal to 49.8%.
c) The Parent Company’s share in the net identifiable assets of BPI as of June 30, 2019
(unaudited) amounted to P= 86.6 billion. Dividends received from BPI for the period ended June
30, 2019 (unaudited) amounted to ₱1.3 billion. The fair market value of the Parent Company’s
investment in BPI as of June 30, 2019 (unaudited) amounted to P = 116.4 billion.
LHI
a) As of June 30, 2019, the Company’s direct ownership in LHI is equal to 78.1%, while LHI’s
direct ownership in BPI is equal to 20.1%. The fair value of BPI shares held by LHI amounted
to ₱71.0 billion as of June 30, 2019 (unaudited). The Company and GIC Special Investments
Globe Group
EPS:
Basic ₱ 88.36 ₱ 72.81
Diluted ₱ 88.08 ₱ 72.53
a) On November 5, 2018, the BOD approved the proposed change in the dividend policy from
75% to 90% of prior year’s core net income to 60% to 75% of prior year’s core net income, to
be applied to the 2019 dividend declaration. The amended policy will provide Globe with
increased flexibility with respect to capital management. This adjustment will also ensure the
sustainability of the operations in this investment-heavy environment, while protecting future
dividends, once planned expansion yields beneficial results.
On February 11, 2019, the BOD of Globe approved the declaration of the first quarterly
distribution of cash dividends of ₱22.75 per share, paid last March 13, 2019 to stockholders on
record as of February 26, 2019. The first quarter cash dividend payment total was about P = 3.0
billion.
SEC FORM 17-Q 37
b) On May 3, 2019, the BOD approved the declaration of the second quarter cash dividend of
₱22.75 per common share, payable to common stockholders of record as of May 20, 2019.
Total dividends amounting to ₱3.00 billion will be payable on May 31, 2019.
On the same date, the BOD approved the declaration of the second semi-annual cash dividend
for holders of its non-voting preferred shares on record as of July 26, 2019. The amount of the
cash dividend shall be at a fixed rate of 5.2006% per annum calculated in respect of each share
by reference to the offer price of ₱500 per share on a 30/360-day basis for the six-month
dividend period. Total amount of the cash dividend will be payable on August 22, 2019.
c) In compliance with the directive of the National Telecommunications Commission (NTC), Globe
will move the implementation of 8-digit telephone numbers in Greater Metro Manila to October
6, 2019 to give local banks and credit card companies ample time to prepare. The NTC issued
an advisory, ordering local telecommunication companies to move the migration date to
October 6, 2019 from March 18, 2019. This was after the Bankers Association of the Philippines
(BAP) and the Credit Card Association of the Philippines (CCAP) filed their respective petitions
to postpone the migration to a later date to provide banks and credit card companies sufficient
time to implement the necessary changes to their operations and systems.
d) The effective voting rights held by the Group in Globe as of June 30, 2019 and December 31,
2018 is equal to 46.7%.
e) The Parent Company’s share in the net identifiable assets of Globe as of June 30, 2019
(unaudited) amounted to ₱24.4 billion. Dividends received from Globe for the period ended
June 30, 2019 (unaudited) amounted to ₱1.9 billion. The fair value of the Company’s
investment in Globe as of June 30, 2019 (unaudited) amounted to P
= 93.1 billion.
Increase in intangible assets is related to ALI’s leasehold rights and intangibles arising from
Generika companries and PHEN acquisitions specifically trademarks and provisional goodwill.
Investment Properties account comprises completed and under construction properties or re-
development that are held to earn rentals and are not occupied by the companies in the Group.
These properties include parcels of land, buildings and other real estate properties. The account
includes Investment in Land, ₱95,932 million and ₱84,439 million as of June 30, 2019 (unaudited)
and December 31, 2018 (audited), respectively; Investment in Building, ₱95,507 million and
₱87,791 million as of June 30, 2019 (unaudited) and December 31, 2018 (audited), respectively;
and Construction-in-Progress, ₱55,415 million as of June 30, 2019 (unaudited) and December 31,
2018 (audited); net of accumulated depreciation and amortization and impairment loss. Total
additions to Property, Plant and Equipment and Investment Properties amounted to ₱24.8 billion
and ₱20.8 billion, respectively, as of June 30, 2019. Meanwhile proceeds from Property, Plant
The Company has a concession agreement with the DPWH while the MWC Group has concession
agreements with MWSS, Provincial Government of Laguna, TIEZA and Clark Development
Corporation. These concession agreements set forth the rights and obligations of the Parent
Company and MWC Group throughout the concession period.
MWC Group
In March 2012, MWC submitted to MWSS a business plan embodying its rate rebasing proposals
for charging year 2013. The rate rebasing activity is done every five (5) years. The MWSS
conducted a review of the proposal including MWC’s last five (5) years’ financial performance. The
financial review process extended up to the third quarter of 2013. On September 10, 2013, the
MWSS-RO issued Resolution No. 13-09-CA providing for a negative rate rebasing adjustment of
29.47% on MWC’s 2012 average basic water rate of ₱24.57 per cubic meter which shall be
implemented in five (5) equal tranches of negative 5.894% per charging year. MWC objected to
the MWSS’ Rate Rebasing determination and formally filed its Dispute Notice on September 24,
2013, before a duly-constituted Appeals Panel, commencing the arbitration process, as provided
under Section 12 (in relation to Section 9.4 of the Concession Agreement).
On December 10, 2013, the MWSS BOT, through MWSS-RO Resolution No. 13-012 CA, approved
the implementation of a status quo for MWC’s Standard Rates including FCDA until such time that
the Appeals Panel has rendered a final award on the 2013 Rate Rebasing determination.
On April 21, 2015, MWC received the final award of the Appeals Panel in the arbitration which final
award included the following tariff component determination:
a. ₱28.1 billion Opening Cash Position (OCP) which restored ₱11.0 billion from the September
2013 OCP determination of MWSS of ₱17.1 billion;
b. ₱199.6 billion capital expenditures and concession fees which restores ₱29.5 billion from the
September 2013 future capital and concession fee expenditure of ₱170.1 billion;
c. 7.61% Appropriate Discount Rate (ADR) which was an improvement of 79 bps from the post-
tax ADR of 6.82% in September 2013; and
d. Exclusion of corporate income tax from cash flows beginning January 1, 2013.
Consequently, the final award resulted in a rate rebasing adjustment for the period 2013 to 2017 of
negative 11.05% on the 2012 basic average water charge of ₱25.07 per cubic meter. This
adjustment translates to a decrease of ₱2.77 per cubic meter from the tariff during the intervening
years before the 2018 rate rebasing. Annual CPI adjustments will continue to be made consistent
with the MWC’s Concession Agreement with MWSS.
On June 14, 2018, the Metropolitan Waterworks and Sewerage System Board of Trustees (MWSS
BOT) approved the FCDA adjustment based on the exchange rates of USD1: ₱52.0986 and JPY1:
₱0.4847. The FCDA component of the water bill would be adjusted to 6.20% of the basic charge
effective July 1, 2018.
On September 14, 2018, the MWSS BOT approved the FCDA adjustment based on the exchange
rates of USD1: ₱53.433 and JPY1: ₱0.480. The FCDA component of the water bill would be
adjusted to 6.11% of the basic charge effective October 1, 2018.
On September 27, 2018, the MWSS BOT (MWSS Resolution No. 2018-145-RO) approved the
MWC’s Rebasing Adjustment for the Fifth Rate Rebasing Period (2018 to 2022) as recommended
by the MWSS Regulatory Office (MWSS RO Resolution No. 2018-10-CA). To mitigate the impact
on the tariff of its customers, MWC shall stagger its implementation over a five-year period. The
first tranche took effect on October 16, 2018.
Arbitration under the United Nations Commission on International Trade Law (UNCITRAL) Rules
(1976)
On April 23, 2015, MWC served to the Republic of the Philippines (the “Republic”), through the
Department of Finance, its Notice of Claim demanding that the Republic indemnify MWC in
Accounts payable and accrued expenses are non-interest bearing and are normally settled on 15-
to 60-day terms. Other payables are non-interest bearing and are normally settled within one year.
Accrued expenses consist mainly of expenses already incurred but not yet billed for project costs,
personnel, rental and utilities, marketing costs, film share, professional fees, postal and
communication, supplies, repairs and maintenance, transportation and travel, sub-contractual
costs, security, insurance, and representation.
Project costs represent accrual for direct costs associated with the commercial, residential and
industrial project development and construction like engineering, design works, contract cost of
labor and direct materials.
Incurred expenses which are not classified in the specific accrued expense accounts and which are
individually immaterial are booked under various operating expenses. Increase in this account
includes, among others, higher representation and insurance expenses.
Taxes payable consists of net output VAT, withholding taxes, business taxes, and other statutory
payables, which are payable within one year.
a) Deposits which pertain to security and customers’ deposits. Security deposits are equivalent
to three (3) to six (6) months’ rent of tenants with cancellable lease contracts and whose lease
term will end in the succeeding year. This will be refunded to the lessees at the end of the
lease term or be applied to the last months' rentals on the related contracts. Customers’
deposits consist of collections from real estate customers which have not reached the 10%
threshold to qualify for revenue recognition. Customers’ deposits also include deposits paid by
MWC Group’s customers for the set-up of new connections which will be refunded to the
customers upon termination of the customers’ water service connections or at the end of the
concession, whichever comes first.
b) Nontrade payables which pertain mainly to non-interest bearing real estate-related payables to
contractors and various non-trade suppliers which are due within one year.
c) Financial liabilities on put option amounting to US$2.5 million which relate to the acquisitions of
VIA and STI and pertain to the right of the non-controlling shareholders of VIA and STI to sell
their shares in the aquiree to IMI Group. In 2019 upon finalization of PPA, this put option was
subsequently reversed and formed part of the Group’s Other income as of June 30, 2019.
d) This also includes IMI Group’s contingent consideration arising from the acquisition of STI
amounting to US$3.7 million. In 2019 upon finalization of the PPA, this contingent liability was
subsequently reversed and formed part of the Group’s Other income as of June 30, 2019.
Increase in other current and noncurrent liabilities is due to ALI’s higher customer deposits and
retentions payable.
Long-term debt:
The Parent Company:
Bank loans with various interest rates ₱ 29,104,579 ₱ 27,405,387
Bonds 39,688,275 39,762,594
68,792,854 67,167,981
Subsidiaries:
Loans from banks & other institutions:
Philippine Peso with various interest rates 104,171,778 76,558,056
Foreign currency with various interest rates 77,475,993 68,364,538
Bonds 100,802,655 105,368,774
Green bonds 20,978,176 -
Fixed for life bonds 20,398,764 20,918,114
Exchangeable bonds - 15,285,934
Fixed Rate Corporate Notes (FXCNs) 11,959,706 11,986,615
Short-dated notes 2,977,830 7,093,375
338,764,902 305,575,406
407,557,756 372,743,387
Less current portion 23,400,357 48,480,559
Non-current portion ₱ 384,157,399 ₱ 324,262,828
As of June 30, 2019 (unaudited), total proceeds from availment of short-term and long-term debt
amounted to ₱101.5 billion which consists mainly of proceeds from bonds and loans of Ayala (₱3.5
billion), ALI (₱35.3 billion), MWC (₱10.0 billion), AC Energy (₱35.2 billion) and AYCFL (₱16.9
billion), while payments of short-term and long-term debt amounted to ₱77.2 billion which pertains
to loan payment of AC (₱1.9 billion), ALI (₱23.4 billion), MWC (₱11.6 billion), AC Energy (₱4.7
billion) and AYCFL (₱34.5 billion).
The Group has short-term and long-term debt payable to BPI amounting to ₱39.0 billion and ₱32.3
billion as of June 30, 2019 (unaudited) and December 31, 2018 (audited), respectively (see Note
22). Interest expense incurred from these debts amounted to ₱542.2 million and ₱443.4 million for
the period ending June 30, 2019 and 2018 (both unaudited), respectively (see Note 22).
Loans availed during June 2019 have varying interest rates and maturity dates. Proceeds of loans
were used for operating requirements, capital expenditures and certain investment acquisitions
(see Note 3).
Parent Company
On January 4, 2019, the Parent Company drew down ₱3.5 billion from its ₱5.0 billion, 10-year
floating rate loan facility with BPI with initial interest rate of 6.441% p.a.
ALI Group
On February 27, 2019, the BOD of ALI approved the filing with the SEC of a 3-year shelf registration
of up to ₱50.0 billion of debt securities (‘the Shelf Registration’). It also approved the raising of up
to ₱45.0 billion through: (a) retail bonds of up to ₱16.0 billion under the Shelf Registration and listed
on the Philippine Dealing and Exchange Corporation (PDEx), (b) SEC-exempt Qualified Buyer
Notes of up to ₱4.0 billion for enrollment on the PDEx, and (c) bilateral term loans of up to ₱25.0
billion to partially finance general corporate requirements and to refinance maturing loans.
MWC Group
On February 27, 2019, MWTC signed a THB5.30 billion, five (5)-year term loan facility with Mizuho
Bank Ltd. – Bangkok Branch and Bank of Ayudhya Public Company Limited to take out the previous
bridge loan used to finance the acquisition of an 18.72% equity stake in East Water.
Clark Water signed a term loan agreement amounting to ₱535.00 million with the Development
Bank of the Philippines last March 11, 2019. The proceeds of the loan will be used to partially
finance Clark Water’s capital expenditure programs.
AC Energy Group
On January 29, 2019, AC Energy, through its wholly-owned subsidiary AC Energy Finance
International Limited (ACEFIL), issued US dollar-denominated senior Green Bonds (Bonds) at an
aggregate principal amount of US$225 million with a 5-year tenor and a coupon of 4.75% per
annum, priced at 99.451. The Bonds were successfully listed in the Singapore Exchange on
January 30, 2019.
On February 12, 2019, IFC invested an additional US$75 million in AC Energy’s Bonds described
above via a tap on the facility - bringing the total five-year issue size to US$300 million. On the
same date, ACEFIL also issued 10-year Bonds with a principal amount of US$110 million, with a
coupon of 5.25% per annum, priced at 99.616. These were also listed on the Singapore Exchange.
The Bonds, now with an aggregate principal amount of US$ 410 million, were issued off a recently
established US$1.00 billion Medium Term Note Programme and are guaranteed by AC Energy.
Parent Company
The following summarizes the Company’s parent level outstanding bonds payable.
Carrying Value
Principal (In Thousands)
Year Interest Amount June 2019 December 2018
Issued Term Rate (In Thousands) (Unaudited) (Audited) Features
20% balance puttable on the 5th
anniversary of the issue date;
balance puttable on the 8th
2011 10 years 6.800% ₱ 9,903,400 ₱ 9,879,760 ₱ 9,970,466 anniversary issue date
Callable from the 10th anniversary
issue until every year thereafter until
2012 15 years 6.875% 10,000,000 9,949,410 9,946,221 the 14th anniversary issue date
Callable from the 5.5th anniversary
issue until every year thereafter until
2016 7 years 3.920% 10,000,000 9,935,259 9,927,904 the 7th anniversary issue date
Callable from the 6.5th anniversary
2017 8 years 4.820% 10,000,000 9,923,846 9,918,003 issue until every year thereafter
₱ 39,903,400 ₱ 39,688,275 ₱ 39,762,594
AYCFL
US$400.0 Million Senior Unsecured and Guaranteed Fixed For Life Perpetual Notes (“Notes”)
On September 7, 2017, the Company announced that it had successfully set the terms of a US
dollar-denominated fixed-for-life (non-deferrable) senior perpetual issuance at an aggregate
principal amount of US$400 million with an annual coupon of 5.125% for life with no step-up. The
SEC FORM 17-Q 43
issuance is the first corporate fixed-for-life with no coupon step-up in Southeast Asia and the first
fixed-for-life with no step-up (and reset) deal in the Philippines. The issuer, AYCFL, may redeem
the Notes in whole but not in part on September 13, 2022 (first redemption date) or any interest
payment date falling after the first redemption date at 100% of the principal amount of the Notes
plus any accrued but unpaid interest. The proceeds of the issuance will be used to refinance the
issuer’s US Dollar maturing obligations and to fund investments of the Guarantor (the Company) or
its offshore subsidiaries.
The pricing of the Notes reflected a 50-basis point compression from initial price guidance. The
offering was more than five times oversubscribed, with investors’ confidence reflecting the high
quality of the Ayala signature. 19% of the order book for the Notes was allocated to investors from
the Philippines, 10% from Europe with the remaining 71% from rest of Asia. By investor type, the
split was 67% to fund/asset managers, 12% to banks, 7% to insurance and pension funds, and the
remaining 14% to private banks and other investors. The Notes was settled on September 13, 2017
and was listed in the Singapore Exchange Securities Trading Limited on September 14, 2017.
The Group accounts for this as liability, and, thus shown forming part of long-term debt as of June
30, 2019.
The exchange option entitles the bondholders to exchange the Bonds for ALI’s common shares at
any time on or after June 11, 2014 up to the close of business on the 10th day prior to maturity
date, or if such bonds shall have been called for redemption by AYCFL before the maturity date,
then up to the close of business on a date no later than 10 days prior to the date fixed for
redemption. The exchange price per principal amount to be exchanged, translated into P = at the
fixed exchange rate of ₱44.31/US$1.00, is equal to ₱36.48, subject to anti-dilutive adjustments
contingent on certain events. The exchange option was assessed to be an equity component of
the Bonds at the consolidated financial statements as the Bonds are denominated in the functional
currency of AYCFL and to be settled by the Group through issuance of a fixed number of ALI’s
common shares.
The put option entitles the bondholders to require AYCFL to redeem, in whole or in part, the Bonds
on May 2, 2017 (put option date) at 100% of the principal amount together with accrued and unpaid
interest. Moreover, if a change of control event occurs (the change of control put) or in the event
that the common shares of ALI are delisted or suspended from trading for a period of more than 20
consecutive trading days (the delisting put), the bondholders may require AYCFL to redeem the
Bonds, in whole but not in part, at 100% of the principal amount together with accrued and unpaid
interest.
The early redemption option gives the right to AYCFL to redeem the Bonds, in whole but not in part,
at any time after May 2, 2017 at 100% of the principal amount on the date fixed for such redemption,
provided, however, that no such redemption may be made unless the closing price of the common
shares of ALI (translated into US$ at the prevailing average P= to US$ exchange rate as published
by BSP) for any 30 consecutive trading days was at least 130% of the exchange price then in effect
(translated into US$ at the fixed exchange rate of ₱44.31/US$1.00). In addition, if at any time the
aggregate principal amount of the Bonds outstanding is less than 10% of the aggregate principal
amount originally issued or if a tax event occurs, AYCFL may redeem the Bonds, in whole but not
in part, at 100% of principal amount together with accrued and unpaid interest.
The put and early redemption options were assessed to be embedded derivatives that are clearly
and closely related to the host contract, therefore, not required to be bifurcated. As the Bonds were
determined to be a compound instrument at the consolidated level, (i.e., it has liability component
and an equity component which pertains to the exchange option), the Group applied split
accounting. The value allocated to the equity component at issue date amounted ₱1.114 billion,
being the residual amount after deducting the fair value of the liability component amounting to
₱11.98 billion from the issue proceeds of the Bonds.
The total cumulative exchanges of the Bonds into shares resulted in an overall gain of ₱12.6 billion
which was booked under Equity Reserve (see Note 2).
As of June 30, 2019 and December 31, 2018, the outstanding balance of the Bonds amounted to
zero (unaudited) and ₱15.3 billion (audited), respectively. Interest expense recognized in the
statement of income amounted to ₱109.0 million (unaudited) and ₱195.9 million (unaudited) for the
period ended June 30, 2019 and 2018, respectively.
The loan agreements on long-term debt of the Company and certain subsidiaries provide for certain
restrictions and requirements with respect to, among others, payment of dividends, incurrence of
additional liabilities, investment and guaranties, mergers or consolidations or other material
changes in their ownership, corporate set-up or management, acquisition of treasury stock,
disposition and mortgage of assets and maintenance of financial ratios at certain levels. These
restrictions and requirements were complied with by the Group as of June 30, 2019 and December
31, 2018. The Parent Company aims to maintain for its debt to equity ratio not to exceed 3:1 in
compliance with loan covenants of AYCFL.
17. Equity
Preferred Additional
Preferred Preferred Stock - Common Paid-in Subscriptions Total Paid-in
Stock - A Stock - B Voting Stock Subscribed Capital Receivable Capital
(In Thousands)
At January 1, 2019 (Audited) ₱ 1,200,000 ₱ 5,800,000 ₱ 200,000 ₱ 31,340,717 ₱ 190,658 ₱ 46,156,018 ₱ (1,525,718) ₱ 83,361,675
Exercise/Cancellation/Subscription
of ESOP/ESOWN - - - - 25,794 485,642 (260,141) 251,295
At June 30, 2019 (Unaudited) ₱ 1,200,000 ₱ 5,800,000 ₱ 200,000 ₱ 31,340,717 ₱ 216,452 ₱ 46,641,660 ₱ (1,785,859) ₱ 83,612,970
At January 1, 2018 (Audited) ₱ 1,200,000 ₱ 5,800,000 ₱ 200,000 ₱ 30,899,877 ₱ 164,725 ₱ 37,929,927 ₱ (1,193,355) ₱ 75,001,174
Issuance of new shares 440,500 - 7,615,757 - 8,056,257
Exercise/Cancellation/Subscription of
ESOP/ESOWN - - - 340 25,933 610,334 (500,942) 135,665
Collection of subscription receivables - - - - - - 168,579 168,579
At December 31, 2018 (Audited) ₱ 1,200,000 ₱ 5,800,000 ₱ 200,000 ₱ 31,340,717 ₱ 190,658 ₱ 46,156,018 ₱ (1,525,718) ₱ 83,361,675
Common shares
On May 22, 2019, the Parent Company purchased its 3,805,644 common shares at ₱838.00 from
Mitsubishi Corporation ("Mitsubishi") pursuant to the share buyback program approved by the
Board of Directors on September 10, 2007, June 2, 2010, and December 10, 2010. The number of
outstanding common and treasury shares after such purchase ended at 626,825,042 (includes
issuance of 3,204 common shares arising from exercise of stock options) and 3,805,644 common
shares, respectively.
As explained by the Parent Company’s Chief Finance Officer, Mr. Jose Teodoro K. Limcaoco, "At
current levels our stock price is quite undervalued and this buyback of our shares will benefit all
existing shareholders. We value our relationship with Mitsubishi which remains as our second
largest shareholder. This transaction, I understand, is part of Mitsubishi's portfolio rebalancing
exercise with regard to their Ayala holdings, which now stands and will remain at around six percent
(6%)."
Further to the disclosures dated May 20, 2010, May 28, 2013, and May 23, 2016 relating to the
Parent Company's 200 million voting preferred shares (the "Shares"), the dividend rate of the
Shares has been re-priced from 3.6950% per annum to 5.7730% per annum, which is equal to the
Clause 3 of the Terms and Conditions of the Offer and Subscription of the Shares provides that the
dividend rate on the Shares will be re-priced on every third year anniversary from the Issue Date,
using 3-year PDST-R2 on the subsequent re-pricing dates. In case the PDST-R2 ceases to be an
acceptable benchmark, the dividend rate shall mean the replacement mark-to-market benchmark
that the Bankers' Association of the Philippines will utilize.
The PDS Treasury Reference Rates RI (PDST-RI) and R2 (PDST-R2) have been decommissioned
as of October 26, 2018 end-of-day and that the Bankers' Association of Philippines now utilize PHP
BVAL Reference Rates as replacement benchmark.
Further to the Parent Company’s disclosure dated April 26, 2019 (see Part II – Other Information),
on the grant of stock options under the Plan, 32 grantees subscribed to 515,904 common shares
at ₱883.83 per share and the subscriptions became effective on May 30, 2019. The option price is
the rounded-off volume-weighted average price of our common shares at the Philippine Stock
Exchange over the 5-day trading period beginning April 17, 2019 and ending April 25, 2019. As a
result of the subscription of the 32 stock option grantees, the number of the outstanding common
shares is now 627,340,946 as of May 30, 2019.
Retained Earnings
The reconciliation of Retained Earnings available for dividend declaration shows the following as of
June 30, 2019 and December 31, 2018:
There was no dividends declared by the Parent Company for the period ended June 30, 2019
(unaudited), while the dividends declared to common shares for the period ended June 30, 2018
(unaudited) amounted to ₱2,151.5 million at ₱3.46 per share.
On July 16, 2019, the BOD approved the declaration of regular dividend of P = 4.15 per common
share. The record date is July 6, 2018, and payment date is July 30, 2019. This cash dividend is
for the first semester ending June 30, 2018.
The following table presents information necessary to calculate earnings per share (EPS) on net
income attributable to owners of the Parent Company:
19. Revenue
ALI Group
Revenue from contracts with customers of ALI Group consists of:
All of ALI Group’s real estate sales from residential development are revenue from contracts with
customers recognized over time.
IMI Group
The following table presents revenue of IMI Group per product type:
MWC Group
Revenue from contracts with customers of MWC Group consists of:
Manila
Concession and Domestic Foreign
June 2019 Head Office Subsidiaries Subsidiaries Total
(In Thousands)
Revenue from contracts with customers
Water ₱ 6,518,385 ₱ 1,385,804 ₱ - ₱ 7,904,189
Sewer 127,816 151,907 - 279,723
Environmental charges 1,405,329 76,340 - 1,481,669
Other operating income 94,990 774,557 6,484 876,031
8,146,520 2,388,608 6,484 10,541,612
Timing of revenue recognition
Revenue recognized over time 8,102,120 2,239,008 - 10,341,128
Revenue recognized at a point in time 44,400 149,600 6,484 200,484
₱ 8,146,520 ₱ 2,388,608 ₱ 6,484 ₱10,541,612
Business segment information is reported on the basis that is used internally for evaluating segment
performance and deciding how to allocate resources among operating segments. Accordingly, the
primary segment reporting format is by business segment.
For management purposes, the Group is organized into the following business units:
• Parent Company - represents operations of the Parent Company including its financing entities
such as ACIFL, AYCFL, PFIL and MHI.
• Real estate and hotels - planning and development of large-scale fully integrated mixed-used
communities that become thriving economic centers in their respective regions. This include
development and sale of residential, leisure and commercial lots and the development and
leasing of retail and office space and land in these communities; construction and sale of
residential condominiums and office buildings; development of industrial and business parks;
development and sale of high-end, upper middle-income and affordable and economic housing;
strategic land bank management; hotel, cinema and theater operations; and construction and
property management.
• Financial services and insurance - commercial banking operations with expanded banking
license. These include diverse services such as deposit taking and cash management (savings
and time deposits in local and foreign currencies, payment services, card products, fund
transfers, international trade settlement and remittances from overseas workers); lending
(corporate, consumer, mortgage, leasing and agri-business loans); asset management
(portfolo management, unit funds, trust administration and estate planning); securities
brokerage (on-line stock trading); foreign exchange and capital markets investments (securities
dealing); corporate services (corporate finance, consulting services); investment banking (trust
and investment services); a fully integrated bancassurance operations (life, non-life, pre-need
and reinsurance services); and other services (internet banking, foreign exchange and safety
deposit facilities).
• Water infrastructure - contractor to manage, operate, repair, decommission, and refurbish all
fixed and movable assets (except certain retained assets) required to provide water delivery,
sewerage and sanitation, distribution services, pipeworks, used water management and
• Power generation - unit that will build a portfolio of power generation assets using renewable
and conventional technologies which in turn will operate business of generating, transmission
of electricity, distribution of electricity and supply of electricity, including the provision of related
services.
Management monitors the operating results of its business units separately for the purpose of
making decisions about resource allocation and performance assessment. Segment performance
is evaluated based on operating profit or loss and is measured consistently with operating profit or
loss in the consolidated financial statements.
For the years ended June 30, 2019, June 30, 2018 and December 31, 2018, there were no revenue
transactions with a single external customer which accounted for 10% or more of the consolidated
revenue from external customers.
Intersegment transfers or transactions are entered into under the normal commercial terms and
conditions that would also be available to unrelated third parties. Segment revenue, segment
expense and segment results include transfers between operating segments. Those transfers are
eliminated in consolidation.
The various business segments in the Group is not affected by seasonality in operations.
The following tables regarding operating segments present revenue and income information for the
periods ended June 30, 2019 and 2018 (both unaudited), and assets and liabilities as of June 30,
2019 (unaudited) and December 31, 2018 (audited).
Other information
Segment assets ₱ 57,440 ₱ 655,469 ₱ - ₱ - ₱ 121,685 ₱ 77,497 ₱ 127,781 ₱ 19,399 ₱ (29,374) ₱ 1,029,897
Investments in associates
and joint ventures 181,334 23,509 - - 16,277 467 22,967 6,753 - 251,307
Deferred tax assets 80 13,347 - - 1,261 599 - 103 412 15,802
Total Assets ₱ 238,854 ₱ 692,325 ₱ - ₱ - ₱ 139,223 ₱ 78,563 ₱ 150,748 ₱ 26,255 ₱ (28,962) ₱ 1,297,006
Segment liabilities ₱ 122,103 ₱ 453,887 ₱ - ₱ - ₱ 68,841 ₱ 44,179 ₱ 89,388 ₱ 3,919 ₱ (30,379) ₱ 751,938
Deferred tax liabilities 80 6,132 - - 3,886 459 529 7 (46) 11,047
Total Liabilities ₱ 122,183 ₱ 460,019 ₱ - ₱ - ₱ 72,727 ₱ 44,638 ₱ 89,917 ₱ 3,926 ₱ (30,425) ₱ 762,985
Depreciation & amortization ₱ 136 ₱ 4,152 ₱ - ₱ - ₱ 1,704 ₱ 1,384 ₱ 213 ₱ 465 ₱ 35 ₱ 8,089
Non-cash expenses other than depreciation
& amortization ₱ (100) ₱ 2 ₱ - ₱ - ₱ 69 ₱ 19 ₱ - ₱ 32 ₱ 17 ₱ 39
Segment additions to property, plant and
equipment and investment properties ₱ 66 ₱ 34,156 ₱ - ₱ - ₱ 819 ₱ 1,138 ₱ 24,819 ₱ 562 ₱ (15,979) ₱ 45,581
Cash flows provided by (used in):
Operating activities ₱ 1,603 ₱ 31,663 ₱ - ₱ - ₱ 678 ₱ 1,132 ₱ (1,703) ₱ (1,101) ₱ (17,340) ₱ 14,932
Investing activities ₱ 16,026 ₱ (62,513) ₱ - ₱ - ₱ (246) ₱ (1,855) ₱ (29,663) ₱ (8,547) ₱ 57,163 ₱ (29,635)
Financing activities ₱ (5,622) ₱ 28,981 ₱ - ₱ - ₱ (3,808) ₱ 2,318 ₱ 47,987 ₱ 9,823 ₱ (39,822) ₱ 39,857
Depreciation & amortization ₱ 158 ₱ 3,635 ₱ - ₱ - ₱ 1,593 ₱ 950 ₱ 144 ₱ 301 ₱ (4) ₱ 6,777
Non-cash expenses other than
depreciation & amortization ₱ - ₱ 1 ₱ - ₱ - ₱ 73 ₱ (30) ₱ - ₱ 22 ₱ (1) ₱ 65
Segment additions to property, plant and
equipment and investment properties ₱ 121 ₱ 22,195 ₱ - ₱ - ₱ 408 ₱ 1,852 ₱ 2,197 ₱ 1,320 ₱ (7,630) ₱ 20,463
Cash flow s provided by (used in):
Operating activities ₱ (3,184) ₱ 26,677 ₱ - ₱ - ₱ 1,714 ₱ (1,038) ₱ (1,831) ₱ (1,164) ₱ 343 ₱ 21,517
Investing activities ₱ (18,222) ₱ (45,918) ₱ - ₱ - ₱ (8,072) ₱ (1,768) ₱ (9,052) ₱ (6,403) ₱ 27,724 ₱ (61,711)
Financing activities ₱ 18,354 ₱ 20,735 ₱ - ₱ - ₱ 5,263 ₱ 5,427 ₱ 14,296 ₱ 5,700 ₱ (27,650) ₱ 42,125
December 2018 (Audited)
(In Millions)
Parent Real Estate Financial Services Water Pow er Automotive Intersegment
Company and Hotels and Insurance Telecoms Infrastructure Electronics Generation and Others Eliminations Consolidated
Assets and Liabilities
Segment Assets ₱ 46,267 ₱ 632,398 ₱ - ₱ - ₱ 120,272 ₱ 56,109 ₱ 79,120 ₱ 36,128 ₱ (28,055) ₱ 942,239
Investments in associates
and joint ventures 168,203 23,376 - - 15,995 - 25,252 7,315 - 240,141
Deferred tax assets 80 13,041 - - 1,364 166 41 387 467 15,546
Total Assets ₱ 214,550 ₱ 668,815 ₱ - ₱ - ₱ 137,631 ₱ 56,275 ₱ 104,413 ₱ 43,830 ₱ (27,588) ₱ 1,197,926
Segment liabilities ₱ 140,318 ₱ 442,705 ₱ - ₱ - ₱ 68,593 ₱ 34,705 ₱ 49,908 ₱ 11,519 ₱ (29,930) ₱ 717,818
Deferred tax liabilities 80 5,895 - - 3,842 207 757 172 46 10,999
Total Liabilities ₱ 140,398 ₱ 448,600 ₱ - ₱ - ₱ 72,435 ₱ 34,912 ₱ 50,665 ₱ 11,691 ₱ (29,884) ₱ 728,817
AT AMORTIZED COST
Accounts and notes receivables
Trade receivables
Real estate 66,426,603 66,583,692 54,390,916 54,548,005
Nontrade receivables
Receivable from officers and employees 1,575,521 1,518,480 1,497,998 1,488,987
Concession financial receivable 1,031,588 1,093,864 1,517,892 2,358,369
Total at amortized cost 69,033,712 69,196,036 57,406,806 58,395,361
The following methods and assumptions were used to estimate the fair value of each class of
financial instrument for which it is practicable to estimate such value:
Financial assets at FVTPL – Fair values of investment securities are based on quoted prices as of
the reporting date. For other investment securities such as FVTPL with no reliable measure of fair
value, these are carried at its last transaction price.
The fair value of the investment in UITF is based on net asset values as of reporting dates.
The fair value of the investment in ARCH Capital Fund is determined using the discounted cash
flow (DCF) method. Under the DCF method in fund fair valuation, it is estimated using assumptions
regarding the benefits and liabilities of ownership over the underlying asset’s life including an exit
or terminal value. This method involves the projection of a series of cash flows on a real property
SEC FORM 17-Q
53
interest. To this projected cash flow series, a market-derived discount rate is applied to establish
the present value of the income stream, associated with the underlying asset. The exit yield is
normally separately determined and differs from the discount rate. Significant inputs considered
were rental, growth and discount rates. The higher the rental and growth rates, the higher the fair
value. The higher the discount rates, the lower the fair value.
The fair value of other unquoted financial assets at FVTPL is determined using Weighted Average
Cost of Capital using market comparable.
Derivative instrument – The fair value of the freestanding currency forwards is based on
counterparty valuation. Derivative asset – The fair value is estimated using a modified stock price
binomial tree model for convertible callable bonds.
Noncurrent trade and nontrade receivables – The fair values are based on the discounted value of
future cash flows using the applicable rates for similar types of instruments.
Financial assets at FVOCI and AFS quoted equity securities – fair values are based on quoted
prices published in markets.
Financial assets at FVOCI unquoted equity securities – fair values are based on the latest selling
price available.
AFS unquoted equity securities – These are carried at cost less allowance for impairment losses
because fair value cannot be measured reliably due to lack of reliable estimates of future cash
flows and discount rates necessary to calculate the fair value.
Financial liabilities on put options – These pertain to the liabilities of IMI Group arising from the
written put options over the non-controlling interest of VIA and STI. The fair value of the financial
liabilities is estimated using the discounted, probability-weighted cash flow method. The future
cash flows were projected using the equity forward pricing formula with reference to the current
equity value of the acquiree and the forecasted interest rate which is the risk-free rate in Germany
and UK. The risk-free rate used is 0.26% for VIA and 0.91% for STI. Management applied weights
on the estimated future cash flows, based on management’s judgment on the chance that the
trigger events for the put option will occur.
The current equity value of VIA is determined using the discounted cash flow approach. The future
cash flows are projected using the projected revenue growth rate of VIA. The discount rate
represents the current market assessment of the risk specific to the acquiree, taking into
consideration the time value of money and individual risks of the underlying assets that have not
been incorporated in the cash flow estimates. The discount rate calculation is based on the specific
circumstances of the acquiree and is derived from its weighted average cost of capital.
For STI, management used the market approach by approximating the EBITDA multiple taken from
comparable companies of STI that are engaged in providing electronics services solutions to derive
its current equity value. Management computed EBITDA as the difference of forecasted gross
profit and selling and administrative expenses before depreciation and amortization.
Other financial liabilities - noncurrent – The fair values are estimated using the discounted cash
flow methodology using the Group’s current incremental borrowing rates for similar borrowings with
maturities consistent with those remaining for the liability being valued. This also include the
contingent consideration related to the acquisition of STI determined based on the specific
circumstances of the acquiree and is derived from its weighted average cost of capital. The
discount rate is based on the specific circumstances of the acquiree and is derived from its weighted
average cost of capital.
For variable rate loans that reprice every three months, the carrying value approximates the fair
value because of recent and regular repricing based on current market rates.
Significant Significant
Quoted Prices in Observable Unobservable
Active Markets Inputs Inputs
(Level 1) (Level 2) (Level 3) Total
(In Thousands)
Recurring financial assets measured at
fair value
Financial assets at FVPL ₱ - ₱ - ₱ 10,002,785 ₱ 10,002,785
Derivative assets
Embedded - - 242,666 242,666
Financial assets at FVOCI
Quoted equity investments 3,135,148 1,052,141 - 4,187,289
Unquoted equity investments - - 1,868,139 1,868,139
₱ 3,135,148 ₱ 1,052,141 ₱ 12,115,623 ₱ 16,302,912
Recurring financial assets for which fair
values are disclosed:
Trade and nontrade receivables ₱ - ₱ - ₱ 68,102,172 ₱ 68,102,172
Concession financial receivable - - 1,093,864 1,093,864
Deposits - - 2,850,933 2,850,933
₱ - ₱ - ₱ 72,046,969 ₱ 72,046,969
Recurring financial liabilities measured
at fair value
Financial liabilities on put option ₱ - ₱ - ₱ 1,203,210 ₱ 1,203,210
Contingent consideration (noncurrent liability) - - - -
Derivative liabilities
Embedded - - 904 904
₱ - ₱ - ₱ 1,204,114 ₱ 1,204,114
Recurring financial liabilities for which
fair values are disclosed:
Long-term debt ₱ - ₱ - ₱ 380,927,172 ₱ 380,927,172
Short term debt - - - -
Service concession obligation - - 8,732,891 8,732,891
Deposits and Other noncurrent liabilities - - 59,938,149 59,938,149
₱ - ₱ - ₱ 449,598,212 ₱ 449,598,212
Nonfinancial assets for which fair values
are disclosed:
Investments in associates and joint ventures* ₱ 280,509,545 ₱ - ₱ - ₱ 280,509,545
Investment properties - - 443,541,290 443,541,290
₱ 280,509,545 ₱ - ₱ 443,541,290 ₱ 724,050,835
*Fair value of investments in listed associates and joint ventures for which there are published price quotations
Significant Significant
Quoted Prices in Observable Unobservable
Active Markets Inputs Inputs
(Level 1) (Level 2) (Level 3) Total
(In Thousands)
Recurring financial assets measured at
fair value
Financial assets at FVTPL ₱ - ₱ 85,724 ₱ 9,151,080 ₱ 9,236,804
Derivative assets
Embedded - - 65,324 65,324
Freestanding - - 464 464
Total Financial assets at FVTPL - 85,724 9,216,868 9,302,592
Financial assets at FVOCI
Quoted equity investments 2,058,460 - - 2,058,460
Unquoted equity investments - - 975,785 975,785
₱ 2,058,460 ₱ 85,724 ₱ 10,192,653 ₱ 12,336,837
Recurring financial assets for which fair
values are disclosed:
Trade and nontrade receivables ₱ - ₱ - ₱ 56,036,992 ₱ 56,036,992
Concession financial receivable - - 2,358,369 2,358,369
Deposits - - 2,801,248 2,801,248
₱ - ₱ - ₱ 61,196,609 ₱ 61,196,609
Recurring financial liabilities measured
at fair value
Financial liabilities on put option ₱ - ₱ - ₱ 1,371,212 ₱ 1,371,212
Contingent consideration (noncurrent liability) - - 195,920 195,920
Derivative liabilities
Freestanding - - - -
₱ - ₱ - ₱ 1,567,132 ₱ 1,567,132
Recurring financial liabilities for which
fair values are disclosed:
Long-term debt ₱ - ₱ - ₱ 360,945,172 ₱ 360,945,172
Service concession obligation - - 8,693,080 8,693,080
Deposits and Other noncurrent liabilities - - 31,241,007 31,241,007
₱ - ₱ - ₱ 400,879,259 ₱ 400,879,259
Nonfinancial assets for which fair values
are disclosed:
Investment properties ₱ - ₱ - ₱ 338,357,200 ₱ 338,357,200
Investments in associates and joint ventures* 320,407,782 - - 320,407,782
₱ 320,407,782 ₱ - ₱ 338,357,200 ₱ 658,764,982
*Fair value of investments in listed associates and joint ventures for which there are published price quotations
There was no change in the valuation techniques used by the Group in determining the fair market
value of the assets and liabilities.
There were no transfers between Level 1 and Level 2 fair value measurements, and no transfers
into and out of Level 3 fair value measurements.
Range of
Valuation Unobservable unobservable
Technique inputs inputs Sensitivity of the input to the fair value
Financial Discounted, Growth rate 0%-2% (1%) 1% increase in growth rate would result in
liabilities on put probability- an decrease in fair value by $0.02 million.
options weighted cash Decrease in growth rate by 1% would result
flow method in a fair value increase of
$0.92 million.
Discount rate 8%-10% (9%) 1% increase in discount rate would result in
a decrease in fair value by $1.23 million.
Decrease in discount rate by 1% would
result in a fair value increase of
$1.87 million.
Probability of 1% – 10% Increase in the probability to 10% would
trigger events (5%) result in an increase in fair value by
occurring $1.21 million. Decrease in the probability to
1% would result in a decrease in fair value
by $0.66 million.
Contingent Discounted, Growth rate 19%-21% 1% increase in discount rate would result in
consideration probability- (20%) a decrease in fair value by $1.87 million.
weighted payout Decrease in discount rate by 1% would
result in a fair value increase of
$0.01 million.
Probability of £0 to GBP0 to GBP2.9 million ($0 to $3.7 million)
pay-out £2.9 million
($0 to
$3.7 million)
ALI Group categorizes trade receivable, receivable from employees, long-term debt and deposits
and other noncurrent liabilities under Level 3. The fair value of these financial instruments is
determined by discounting future cash flows using the applicable rates of similar types of
instruments plus a certain spread. This spread is the unobservable input and the effect of changes
to this is that the higher the spread, the lower the fair value.
A reconciliation of the beginning and closing balances of Level 3 financial assets and liabilities at
FVTPL are summarized below (amounts in thousands):
Derivative Assets
Derivative Liabilities
No other financial assets or liabilities are carried at fair value as of June 30, 2019 (unaudited) and
December 31, 2018 (audited).
Net changes in fair value of derivative assets and liabilities was recognized in the consolidated
statement of income under “Other Income”. However, the net changes in fair value of IMI Group’s
freestanding currency forward are recognized in the consolidated income under “Foreign exchange
gains (losses)”.
General
Like any other risks, financial risks are inherent in its business activities and are typical of any large
holding company. The financial risk management of the Parent Company seeks to effectively
contribute to better decision making, enhance performance, and satisfy compliance demands.
The Parent Company defines financial risks as risk that relates to the Parent Company’s ability to
meet financial obligations and mitigate funding risk, credit risk and exposure to broad market risks,
including volatility in foreign currency exchange rates and interest rates. Funding risk refers to the
potential inability to meet contractual or contingent financial obligations as they arise and could
potentially impact the Parent Company’s financial condition or overall financial position. Credit risk
is the risk of financial loss arising from a counterparty’s failure to meet its contractual obligations or
non-payment of an investment. These exposures may result in unexpected losses and volatilities
in the Parent Company’s profit and loss accounts.
The Parent Company maintains a strong focus on its funding strategy to help provide access to
sufficient funding to meet its business needs and financial obligations throughout business cycles.
The Parent Company’s plans are established within the context of our annual strategic and financial
planning processes. The Parent Company also take into account capital allocations and growth
objectives, including dividend pay-out. As a holding company, the Parent Company generates
cash primarily on dividend payments of its subsidiaries, associates and joint ventures and other
sources of funding.
The Parent Company also establishes credit policies setting up limits for counterparties that are
reviewed quarterly and monitoring of any changes in credit standing of counterparties.
In 2014, the Parent Company formalized the foreign exchange and interest rate risk management
policy. The Parent Company actively monitors foreign exchange exposure and interest rate
changes. And in addition, the Parent Company ensures that all loan covenants and regulatory
requirements are complied with.
The Ayala Group continues to monitor and manage its financial risk exposures in accordance with
Board approved policies. The succeeding discussion focuses on Ayala Group’s financial risk
management.
The Group’s principal financial instruments comprise financial assets at FVPL, AFS financial
assets, bank loans, corporate notes and bonds. The financial debt instruments were issued
primarily to raise financing for the Group’s operations. The Group has various financial assets such
as cash and cash equivalents, short-term investments, accounts and notes receivables and
accounts payable and accrued expenses which arise directly from its operations.
The Group’s main risks arising from the use of financial instruments are interest rate risk, foreign
exchange risk, price risk, liquidity risk, and credit risk.
The Group also uses hedging instruments, the purpose of which is to manage the currency and
interest rate risks arising from its financial instruments.
The Group’s risk management policies relevant to financial risks are summarized below:
Increase
Increase (decrease) (decrease) in
Net asset in Peso per foreign profit before
Foreign currency (liabilities) PHP equivalent currency tax
There is no other impact on the Group’s equity other than those already affecting the net income.
Liquidity Risk
Liquidity risk is defined by the Group as the risk of losses arising from funding difficulties due to
deterioration in market conditions and/or the financial position of the Group that make it difficult to
raise the necessary funds or that forces the Group to raise funds at significantly higher interest
rates than usual.
This is also the possibility of experiencing losses due to the inability to sell or convert marketable
securities into cash immediately or in instances where conversion to cash is possible but at loss
due to wider than normal bid-offer spreads.
The Group seeks to manage its liquidity profile to be able to service its maturing debts and to
finance capital requirements. The Group maintains a level of cash and cash equivalents deemed
sufficient to finance operations. As part of its liquidity risk management, the Group regularly
evaluates its projected and actual cash flows. It also continuously assesses conditions in the
financial markets for opportunities to pursue fund-raising activities. Fund-raising activities may
include bank loans and capital market issues, both on-shore and off-shore.
Credit Risk
Credit risk is the risk that the Group’s counterparties to its financial assets will fail to discharge their
contractual obligations. The Group’s holding of cash and short-term investments and receivables
from customers and other third parties exposes the Group to credit risk of the counterparty. Credit
risk management involves dealing with institutions for which credit limits have been established.
The Group’s Treasury Policy sets credit limits for each counterparty. The Group trades only with
recognized, creditworthy third parties. The Group has a well-defined credit policy and established
credit procedures.
Parties are considered to be related if one party has the ability, directly or indirectly, to control the
other party or exercise significant influence over the other party in making financial and operating
decisions. Parties are also considered to be related if they are subject to common control or
common significant influence which include affiliates. Related parties may be individuals or
corporate entities.
The Group, in its regular conduct of business, has entered into transactions with associates, joint
ventures and other related parties principally consisting of advances, loans and reimbursement of
expenses, purchase and sale of real estate properties, various guarantees, construction contracts,
and development, management, underwriting, marketing and administrative service agreements.
Sales and purchases of goods and services as well as other income and expense to and from
related parties are made at normal commercial prices and terms. The terms and other details of
the June 30, 2019 related party transactions are generally aligned with the terms and other details
provided in the December 31, 2018 audited financial statements.
There has not been any material transaction during the last two years, or proposed transaction, to
which the Group was or is to be a party, in which any of its directors or executive officers, any
nominee for election as a director or any security holder identified in this interim condensed financial
information had or is to have a direct or indirect material interest.
In 2014, Company adopted a Related Party Transactions (RPT) policy which provides that related
party transactions between the Company and related parties shall be subject to review and
approval to ensure that they are at “arm’s length”, the terms are fair, and they will inure to the best
interest of the Company and its shareholders. Material significant related party transactions are
reviewed by the Risk Management and Related Party Transactions Committee of the Board and
properly disclosed in this interim condensed financial information and in the previous year’s audited
financial statements.
Parent Company
a) On July 4, 2019, 5,069 common shares were exercised under the Parent Company’s Employee
Stock Option Plan. The number of issued and outstanding common shares are 631,151,659
and 627,346,015, respectively, as of July 4, 2019.
b) On August 8, 2019, Mr. Ferdinand M. Dela Cruz tendered his resignation effective end of
business on August 31, 2019 as President and CEO of MWCI and availed of early retirement
also effective August 31, 2019 as Managing Director of the parent company.
MWCI’s Board of Directors, during its meeting on August 8, 2019, accepted the resignation of
Mr. Dela Cruz and elected Mr. Jose Rene Gregory D. Almendras as President and CEO of
MWCI effective September 1, 2019. Mr. Almendras will concurrently serve as President and
CEO of AC Infra and as parent company’s Senior Managing Director and Group Head of Public
Affairs.
AC Health Group
a) On July 4, 2019, following the completion of conditions precedent, AC Health will proceed with
the closing of the increase to 52.5% in its equity stake in Erikagen, Inc., part of the Generika
companies (see Note 3).
MWC Group
a. On July 3, 2019, the Parent Company signed and executed a joint venture agreement with
the LWD for the design, construction, rehabilitation, maintenance, operation, financing,
expansion and management of the water system of LWD in the Municipality of Lambunao in
the Province of Iloilo.
b. On July 3, 2019, the Parent Company signed and executed a joint venture agreement with
the CCWD for the design, construction, rehabilitation, maintenance, operation, financing,
expansion, and management of the water and wastewater system of CCWD in the City of
Calbayog.
c. On July 31, 2019, MWTS entered into a joint venture agreement with the City of Marikina to
build and operate and Integrated Waste Management Facility to treat and process the city
solid waste of Marikina City.
d. On August 6, 2019, the Parent Company signed an Offtake Agreement with the MWSS and
WawaJVCo, Inc. for a term of 30 years. This will involve the supply of raw water from the
Wawa and Tayabasan rivers. The first phase will involve the supply of 80 million liters per
day (MLD) of raw water by December 31, 2021 while the second phase will involve the
supply of an additional 438 MLD of raw water by December 31, 2025. This is among the
medium-term water supply augmentation measures identified to provide water security and
sustainability to the consumers of in the East Service Area.
AC Energy Group
On July 25, 2019, AC Energy and Power Partners, Ltd. Co. (Power Partners) signed a
binding agreement for the transfer of AC Energy’s indirect ownership interest in the
4x135MW coal-fired power project in Kauswagan, Lanao del Norte, in favor of Power
Partners. Power Partners is the existing developer-partner for the GNPK project.
Ayala Corporation’s net income expanded twofold in the first half of the year to ₱37.8 billion from a year
ago, driven by the solid growth of its banking, telecommunications, and real estate units combined with
gains from value realization exercises in its emerging businesses. This includes the downward impact
of the Group’s adoption of new accounting standard PFRS 16 on leases amounting to ₱133 million.
Ayala Land recorded a net income of ₱15.2 billion, a 12 percent expansion from its year-ago level on
robust growth performance of its commercial leasing as well as the sale of offices and commercial and
industrial lots.
Ayala Land’s revenues from its property development business reached ₱58.9 billion, mainly driven by
the office-for-sale segment, which doubled to ₱10.1 billion. This was bolstered by the completion
progress and new bookings from Alveo Financial Tower, High Street South Corporate Plaza, and Park
Triangle Corporate Plaza.
Meanwhile, revenues from Ayala Land’s commercial leasing segment expanded 16 percent to ₱18.6
billion, lifted by higher contributions of newly opened malls, offices, and hotels. Total mall revenues
grew 12 percent to ₱10.3 billion, supported by an 11 percent growth in same mall revenues. Office
revenues, on the other hand, surged 25 percent to reach ₱4.6 billion as newly opened offices in Ayala
North Exchange, Vertis North, and Circuit Makati further gained traction. Finally, hotels and resorts
revenues expanded 17 percent to ₱3.7 billion, boosted by Seda hotels in Ayala Center Cebu and Lio.
At the end of the first semester, Ayala Land’s mall gross leasable area stood at 1.9 million square
meters, with 719,000 square meters under construction. Malls average occupancy was at 88 percent.
Office GLA, meanwhile, stood at 1.1 million square meters, with 406,000 square meters under
construction. Office average occupancy was at 92 percent, with stable developments at 96 percent.
Ayala Land continues to achieve a more diversified net income mix. In terms of location, new estates
and established estates (Makati, Bonifacio Global City, Nuvali, Alabang, and Cebu) contributed 52
percent and 48 percent of its net income, respectively. In terms of business line, Ayala Land’s
development income (property sales and construction) accounted for 64 percent, while recurring
income (commercial leasing, hotels and resorts, property management, and new leasing formats)
contributed 36 percent to its net profits in the first half.
In the first semester, Ayala Land spent ₱49.5 billion in capital expenditures, comprising 38 percent of
its budget for the year. To date, Ayala Land has a landbank of 11,624 hectares, positioned in key growth
areas across the country. Eighty-seven percent of the landbank is located in Central Luzon,
CALABARZON and Mega Manila where more than 60 percent of the country’s gross domestic product
is created.
Water
Metro Manila’s water supply challenges continued to weigh on Manila Water’s results in the first
semester. Higher operating expenses and lower billed volume resulting from the water shortage
dragged Manila Water’s net profits, which reached ₱2.9 billion, 18 percent lower from the previous year.
Manila Water’s total revenues climbed seven percent to ₱10.5 billion on contribution of its domestic
and overseas platforms.
The water supply shortage in Metro Manila that started in late March resulted in a 25 percent decline
in the Manila Concession’s first-half net income to ₱2.5 billion. This is attributed to higher operating
expenses, which climbed 36 percent to ₱2.9 billion, primarily driven by the provision for the financial
Outside the Manila concession, Manila Water Philippine Ventures’ net income climbed 31 percent to
₱303 million. This was bolstered by Estate Water and Laguna Water, whose net earnings expanded
twofold to ₱186 million and 20 percent to ₱200 million, respectively.
Overseas, Manila Water Asia Pacific’s net earnings grew 2 percent year-on-year to ₱196 million on
strong contribution of East Water in Thailand. Billed volume grew 18 percent to 334.4 mcm in the first
six months of the year.
In July, Manila Water was granted the original proponent status by the local government of Marikina
City following its submission of an unsolicited proposal to build and operate an integrated waste
management facility to treat and process the city’s solid waste.
Power
AC Energy’s net profits reached ₱23.2 billion in the first half of the year, lifted by the recovery of costs
incurred from adjustments in the construction and operations of its power plants as well as net gains
from the partial divestment of its thermal assets of ₱22.7 billion.
As part of its strategy to rebalance its generation portfolio as it aims to grow its renewable energy assets
with a target of achieving at least 5GW of attributable renewable energy capacity by 2025, AC Energy
signed last month a binding agreement with Power Partners for the transfer of AC Energy’s indirect
ownership interest in the 4x135MW coal-fired power project in GNPower Kauswagan in Lanao del Norte
in favor of Power Partners. Power Partners is AC Energy's existing developer-partner in the GNPK
Project. The transfer will be implemented in tranches, with the final transfer price to be agreed upon by
the parties at a later date after taking into account agreed adjustments. The completion of the transfer
is subject to satisfaction of certain conditions precedent, including approvals by the Philippine
Competition Commission and the lenders of the GNPK Project.
In June, AC Energy completed the acquisition of a 51.5 percent stake in PHINMA Energy Corporation.
The entity, which would be renamed to AC Energy Philippines, will serve as the platform for the
company’s domestic growth. The PHINMA Energy platform has significant operating and
developmental renewable energy assets, and its large diesel capacity will complement the scaling-up
of AC Energy’s renewable projects.
Industrial Technologies
Macropolitical risks, sectoral headwinds, and component supply tightness dragged AC Industrials’
performance in the first half to a net loss of ₱510 million.
IMI’s automotive segment recorded revenues of US$305 million, 11 percent higher from the previous
year. Its aerospace segment posted a two percent growth in revenues to US$25.9 million during the
period.
IMI’s subsidiaries Via Optronics and STI posted revenues of US$130 million, a 16 percent decline year-
on-year. The demand for Via’s optical bonding services suffered a temporary slowdown because of the
delay in the rollout of next generation computer chips. Meanwhile, uncertainties from Brexit continued
to push back STI’s business as the region evaluates the effects on tariff structures between the UK and
the rest of Europe.
In Philippine vehicle distribution, AC Motors registered a net loss of ₱158 million on weaker sales
across the existing Honda, Isuzu, and Volkswagen brands, which continue to navigate tightening
competition and the automotive industry’s product cycles.
AC Motors further scaled its portfolio by launching the Maxus commercial vehicle brand in June,
building on the startup of the Kia distributorship business earlier in the year. These two new businesses
On the two-wheel side, KTM continues to expand. AC Industrials’ pioneer two-wheel business now
has a domestic network of 104 stores nationwide, while export sales accounting for 63 percent of
volumes.
Share of profits of associates and joint ventures expanded 11 percent to ₱11.1 billion, largely driven by
higher revenues of Globe and BPI, but partly tempered by lower earnings of AC Energy’s investee
companies.
Banking
Sustained margin expansion supported by a growing fee-income business and moderated operating
expenses lifted Bank of the Philippine Islands’ net income in the first half of the year, growing 25 percent
to ₱13.7 billion year-on-year.
This robust performance was underpinned by a 23 percent improvement in the bank’s total revenues
to ₱45.9 billion. Net interest income jumped 24 percent to ₱32.4 billion as net interest margin widened
38 basis points on higher asset yields, which rose 103 basis points. This was, however, partially offset
by higher cost of funds.
Meanwhile, the bank’s non-interest income in the first semester, grew 21 percent to ₱13.5 billion,
boosted by securities trading gains and fee-based income across a broad range of businesses,
including credit cards, deposit products, insurance, transaction banking, leasing, retail loans, and
electronic channels.
In the first semester, the bank’s total loans climbed 11 percent to ₱1.4 trillion boosted by the growth of
corporate loans and consumer loans, which went up 12 percent and 10 percent, respectively. The
consumer segment continued to improve, with credit card loans rising 26 percent in the first semester.
Meanwhile, the bank’s total deposits increased 8 percent to reach ₱1.7 trillion. The CASA ratio stood
at 68.3 percent, while the loan-to-deposit ratio was at 81.7 percent.
BPI’s operating expenses totaled ₱24 billion, 14 percent higher from a year ago on continued
technology-related spending, buildout of microfinance branches, and one-time manpower expenses
related to the recently concluded collective bargaining agreements. Focused spending led to an
improved cost-to-income ratio of 52.9 percent from 57 percent of the same period last year.
The provision for losses, which included specific reserves for Hanjin exposure, was at ₱3.5 billion,
bringing the bank’s loss coverage ratio to 100.7 percent. The bank’s non-performing loans ratio was
steady at 1.86 percent.
The bank’s total assets stood at ₱2.13 trillion, up 12.3 percent, with return on assets at 1.3 percent.
Total equity reached ₱259.9 billion, providing a strong capital position to deliver future growth.
Telco
As it continues to reap the benefits of a modernized 4G/LTE network rollout, Globe sustained its robust
performance, with net income expanding 21 percent to ₱12 billion in the first half of the year.
Continued strong demand for data-related services across its product segments boosted Globe’s
topline growth, with consolidated service revenues climbing 13 percent to ₱72.9 billion. Total data
revenues accounted for 70 percent of service revenues compared to 58 percent from a year ago.
In the first semester, mobile revenues reached ₱54.6 billion, 11 percent higher year-on-year, primarily
driven by the prepaid segment. Mobile data revenues grew 45 percent to ₱34 billion, fueled by the
higher data usage on the popularity of online gaming, streaming, and on-demand video content.
Similarly, mobile data traffic nearly doubled to 764 petabytes from 390 petabytes a year ago. The strong
mobile data revenues compensated for the softness in mobile voice and mobile SMS revenues, which
declined 17 percent and 24 percent, respectively.
On the corporate data segment, revenues posted a double-digit growth of 15 percent to ₱6.3 billion on
increased usage and strong take-up of connectivity solutions.
The strong topline growth supported by lower operating expenses supported the 18 percent growth in
Globe’s EBITDA, which reached ₱38.6 billion in the first half. EBITDA margin remained healthy at 53
percent. Globe deployed ₱19 billion in capital expenditures in the first half of the year to support the
growing subscriber base and demand for data services.
Last week, Globe created a new corporate incubator, 917 Ventures, which will develop, own, and
operate digital companies that leverage on the telco’s existing strengths and assets. Globe envisions
the new venture to develop technological ideas and spur the company to reach new vertical markets.
General and administrative expenses reached ₱16 billion, a 16 percent increase from a year ago, driven
by Manila Water’s accrual of penalty in connection with the water shortage in the Manila Concession,
which amounted to ₱534 million. In addition, higher costs from the consolidation of new business units
in AC Industrials, AC Infrastructure, and AC Health as well as AC Energy’s higher business taxes and
manpower costs contributed to the increase.
At the end of June-2019, Ayala’s total assets stood at ₱1.3 trillion. Investments in properties expanded
eight percent to ₱246.9 billion, lifted by the expansion of Ayala Land’s mall and office segments.
Total debt at the consolidated level stood at ₱442.2 billion, seven percent higher on the back of AC
Energy’s issued US$408 million green bond, offset by maturity of Ayala’s US$300 million exchangeable
bond.
As of the first half of the year, parent level cash stood at ₱18.1 billion, with net debt at ₱71.1 billion.
Improved ratios from reduced debt following the conversion of Ayala’s US$300 million exchangeable
bond as well as higher investment values helped Ayala’s balance sheet to undertake investments and
cover its dividend and debt obligations. Ayala’s parent net debt-to-equity and consolidated net debt-to-
equity ratios stood at 0.53 and 0.66 from 0.81 and 0.74 at end of 2018, respectively. Meanwhile, the
conglomerate’s loan-to-value ratio, the ratio of its parent net debt to the total value of its assets, was at
7.6 percent at the end of the first-half, an improvement from the 11.8 percent recorded at the end of
2018. Its peso-dollar debt split ended at 77:23 as of end-June. Ayala’s dollar denominated debts are
fully covered by foreign currency assets.
The Group maintains healthy financial ratios driven by strong operating performance of major
subsidiaries and investees.
The key performance indicators (consolidated figures) that the Group monitors are the following:
2.1 Any known trends or any known demands, commitments, events or uncertainties that will result in
or that are reasonably likely to result in the registrant’s liquidity increasing or decreasing in any
material way. The following conditions shall be indicated: whether or not the registrant is having
or anticipates having within the next twelve (12) months any cash flow or liquidity problems;
whether or not the registrant is in default or breach of any note, loan, lease or other indebtedness
or financing arrangement requiring it to make payments; whether or not a significant amount of
the registrant’s trade payables have not been paid within the stated trade terms.
The Group does not expect any liquidity problems and is not in default of any financial obligations.
The Group complied with the existing loan covenants and restrictions as of June 30, 2019.
2.2 Any events that will trigger direct or contingent financial obligation that is material to the Company,
including any default or acceleration of an obligation:
None
None
2.4 Any material commitments for capital expenditures, the general purpose of such commitments, and
the expected sources of funds for such expenditures.
For 2019, Ayala group’s capital expenditure budget is higher than last year amounting to ₱262
billion.
Parent Company
As of the six-month period, 67% of the ₱22.6 billion has been deployed largely to fund the
expansion of our emerging businesses: AC Energy, AC Industrials, AC Infra, AC Education and
AC Health.
ALI
ALI spent ₱49.5 billion in capital expenditures to support the aggressive completion of new projects
both for residential projects and commercial projects, land acquisition, development of estates and
other investments.
MWC
The MWC Group ended the first half of 2019 with total capital expenditures of P = 3.7 biillion. The
Manila Concession took the biggest allocation and spent a total of P = 2.9 billion (inclusive of
concession fee payments) for capital expenditures in the first half of 2019. Of the total amount,
majority was spent on wastewater expansion, network reliability, and water supply projects, while
the balance was accounted for by concession fees paid to MWSS.
Meanwhile, total capital expenditures of the domestic subsidiaries amounted to P = 728 million.
This includes allocation for Laguna Water, Boracay Water and Tagum Water for water network
expansion. Estate Water spent for its greenfield and brownfield projects, with the balance being
taken on by the remaining subsidiaries for its various projects.
IMI
For the first half of 2019, IMI spent $22M of capital expenditures related to new programs and
capacity expansions.
AC Energy
As of the six-month period, AC Energy’s capital expenditures amounted to ₱28 billion, mainly for
investments in AYC Finance, ACE PH and GNPK.
BPI
BPI budgeted ₱6.0 billion for its capital expenditures for the whole year.
Globe
Total cash capital expenditures as of end-June 2019 stood at about ₱19.0 billion, 17% lower than
last year’s level of ₱22.9 billion. About 75% of total capex for the period was spent on data network.
2.5 Any known trends, events or uncertainties that have had or that are reasonably expected to have
a material favorable or unfavorable impact on net sales or revenues or income from continuing
operations should be described.
The Company’s and its subsidiaries’ performance will continue to hinge on the overall economic
performance of the Philippines and other countries where its subsidiaries operate. Key economic
indicators, interest rate and foreign exchange rate movements will continue to impact the
performance of the real estate, banking, telecom, water infrastructure, power generation,
electronics manufacturing and automotive groups, including the parent Company.
None
2.7 There were no material changes in estimates of amounts reported in prior interim period of the
current financial year and interim period of the prior financial year, respectively.
None
The June 30, 2019 and December 31, 2018 consolidated financial statements show several
significant increases in Balance Sheet and Income Statement accounts relating to two (2) key
factors:
2. Adoption of new accounting standard PFRS 16 (Leases) which give rise to new accounts in
the balance sheet namely Right-of-use Assets and Lease Liabilities. The impact to income
statement is shown in the depreciation (classified under cost of sales and general &
administrative expenses) and interest expenses of the Group (see Note 2).
Cash and cash equivalents – 41% increase from ₱60,624 million to ₱85,779 million
Increase due to AC’s proceeds from loans and dividends received, partly offset by acquisition of
common treasury shares; and AC Energy’s proceeds from sale of AA Thermal shares, from Green
bonds and dividends received, partly offset by acquisition of Phinma Energy. Use of cash includes
ALI’s funding for land acquisitions, real estate expansion projects and property acquisitions; and
MWC’s payment of loans. This account is at 7% and 5% of the total assets as of June 30, 2019
and December 31, 2018, respectively.
Contract assets (current) – 24% decrease from ₱52,209 million to ₱39,667 million
Decrease resulting from lower contract assets of ALI, IMI and MWC. This account is at 3% and 4%
of the total assets as of June 30, 2019 and December 31, 2018, respectively.
Other current assets – 10% increase from ₱67,890 million to ₱74,986 million
Increase pertains to: higher creditable withholding tax, input tax, prepayments in ALI, IMI, AC
Industrials’ and MWC’s; BHL’s additional infusion in certain FVOCI investments and impact of forex
translation; partly offset by completed transactions of assets held for sale by AC Energy and AC
Education. This account is at 6% of the total assets as of June 30, 2019 and December 31, 2018.
Accounts and notes receivable (noncurrent) – 367% increase from ₱6,366 million to ₱29,720
million
Contract assets (noncurrent) – 47% decrease from ₱35,930 million to ₱19,219 million
Decrease resulting from lower balances of contract assets of ALI and MWC. This account is at 1%
and 3% of the total assets as of June 30, 2019 and December 31, 2018.
Investments in associates and joint ventures (AJVs) – 5% increase from ₱240,141 million to
₱251,307 million
The increase is mainly due to merger of iPeople and AC Education with iPeople as the surviving
entity and now an AJV entity of AC from previously consolidated subsidiary. Also, contributed to
the increase is the higher equity in net earnings of BPI and Globe; AC Infra’s additional investment
in LRMHI; partly offset by consolidation of SLTEC previously classified as AJV entity. This account
is at 20% of the total assets as of June 30, 2019 and December 31, 2018.
Property, plant and equipment – 25% increase from ₱104,492 million to ₱130,297 million
Increase coming from AC Energy’s construction of power plants for GNPKauswagan's (GNPK) coal
unit plus impact of forex translation adjustment; ALI MCT’s, IMI’s and MWC’s expansion projects.
This account is at 10% and 9% of the total assets as of June 30, 2019 and December 31, 2018,
respectively.
Other noncurrent assets – 31% increase from ₱40,088 million to ₱52,336 million
Increase pertains to: ALI’s higher project advances and deferred tax; and AYCFL’s hold-out cash
for a loan availed by AC now with a balance of P1.6B. The account also includes the Group’s
pension asset amounting to ₱99 million and ₱82 million in June 30, 2019 and December 31, 2018,
respectively.1 This account is at 4% and 3% of the total assets as of June 30, 2019 and December
31, 2018, respectively.
Accounts payable and accrued expenses – 13% decrease from ₱204,758 million to ₱178,059
million
Decrease mainly due to ALI’s trend in development and project costs of residential and commercial
business groups coupled with IMI’s lower China and Europe operations; partly offset by AC
Energy’s higher trade payables; and MWC’s increase in Estate Water operations, higher income
tax plus penalty accruals for water shortage incident. This account is at 23% and 28% of the total
liabilities as of June 30, 2019 and December 31, 2018, respectively.
Income tax payable – 25% increase from ₱3,407 million to ₱4,256 million
Increase mainly arising from higher tax payable of ALI group. This account is less than 1% of the
total liabilities as of June 30, 2019 and December 31, 2018.
1
The Parent Company's pension fund is known as the AC Employees Welfare and Retirement Fund (ACEWRF). ACEWRF is a
legal entity separate and distinct from the Parent Company, governed by a board of trustees appointed under a Trust Agreement
between the Parent Company and the initial trustees. It holds common and preferred shares of the Parent Company in its
portfolio. All such shares have voting rights under certain conditions, pursuant to law. ACEWRF's portfolio is managed by a
committee appointed by the fund's trustees for that purpose. The members of the committee include the Parent Company’s
Chief Finance Officer, Group Head of Corporate Governance, General Counsel, Corporate Secretary and Compliance Officer,
Head for Strategic Human Resources, Treasurer and Comptroller. ACEWRF has not exercised voting rights over any shares of
the Parent Company that it owns.
SEC FORM 17-Q 70
Other current liabilities – 166% increase from ₱11,129 million to ₱29,626 million
Increase due to ALI’s higher customer deposits. This account is at 4% and 2% of the total liabilities
as of June 30, 2019 and December 31, 2018, respectively.
Long-term debt (current) – 52% decrease from ₱48,481 million to ₱23,400 million
Decrease due to loans maturity of ALI and AYC’s actual exchange of its bonds into ALI shares.
This account is at 3% and 7% of the total liabilities as of June 30, 2019 and December 31, 2018,
respectively.
Service concession obligation (current) – 19% decrease from ₱821 million to ₱667 million
Decrease was due to periodic payments made by MWC. This account is at less than 1% of the
total liabilities as of June 30, 2019 and December 31, 2018.
Long-term debt (noncurrent) – 18% increase from ₱324,263 million to ₱384,157 million
Increase coming from AC Energy’s issuance of Green bonds, ALI’s, IMI’s and MWC’s additional
borrowings; partly offset by loan settlement of AYC. This account is at 52% and 44% of the total
liabilities as of June 30, 2019 and December 31, 2018, respectively.
Contract liabilities (noncurrent) – 10% decrease from ₱8,630 million to ₱8,432 million
Decrease pertains to ALI’s contract liabilities. This account is at 1% of the total liabilities as of June
30, 2019 and December 31, 2018.
Service concession obligation (noncurrent) – 5% decrease from ₱7,018 million to ₱7,719 million
Decrease related to MWC’s service concession obligation. This account is at 1% of the total
liabilities as of June 30, 2019 and December 31, 2018.
Lease liabilities (current and noncurrent) – amounted to ₱17,290 million in June 2019
Account is in relation to adoption of PFRS 16 Leases which is mainly coming from ALI, IMI, AC
Industrials, AC Health and MWC groups. This account is at 1% of the total liabilities as of June 30,
2019.
Other noncurrent liabilities – 19% increase from ₱45,214 million to ₱53,734 million
Increase primarily due to ALI’s higher customer deposits and retentions payable. This account is
at 7% and 6% of the total liabilities as of June 30, 2019 and December 31, 2018, respectively.
Fair value reserve of financial assets at fair value through other comprehensive income (FVOCI) –
177% increase from negative ₱545 million to positive ₱417 million
Increase attributable to higher market value of securities held by BPI group. This account is at less
than 1% of the total equity as of June 30, 2019 and December 31, 2018.
Cumulative translation adjustments – 78% decrease from ₱2,277 million to ₱498 million
Decrease due to decline in foreign accounts of most investments particularly AC Energy, IMI,
Bestfull, ALI and Globe. Forex of PhP vs USD amounted to ₱51.24 in June 2019 vs. ₱52.58 in
December 2018. This account is at less than 1% of the total equity as of June 30, 2019 and
December 31, 2018.
Equity reserve and Equity conversion option (total) – 117% increase from ₱11,959 million to
₱25,907 million
Increase due to gain on sale of ALI shares in relation to AYC’s exchangeable bonds conversions
and consolidation of PHEN. This account is at 5% and 3% of the total equity as of June 30, 2019
and December 31, 2018, respectively.
Sale of goods and rendering services – 2% increase from ₱134,524 million to ₱137,511 million
Increase in sale of goods and rendering services coming from ALI’s higher revenues from core-mid
and mid-income residential and leasing segments; increments from MWCI, AC Energy’s RES unit
and AC Health partly offset by AC Industrials lower sales volume. As a percentage to total revenue,
this account is at 86% and 90% in June 30, 2019 and 2018, respectively.
Share in net profits of associates and joint ventures – 11% increase from ₱10,049 million to
₱11,146 million
Increase coming from Globe’s higher revenues and BPI’s higher interest and non-interest income;
partly offset by AC Energy’s investees lower earnings. As a percentage to total revenue, this
account is at 7% in June 30, 2019 and 2018.
General and administrative expenses – 16% increase from ₱13,826 million to ₱16,083 million
Increase mainly from MWC’s accrual of penalty for water shortage incident amounting to P = 534
million; higher costs from consolidation of new business units: in latter part of 2018 by AC Infra
(Entrego) and in 2019 by AC Health (Generika); and AC Energy’s higher business taxes and
manpower costs including professional fees and restructuring costs for sale of thermal assets.
Factoring out impact of the new consolidated units, GAE increased by 13.6% year-on year. GAE
was also increased with the Group’s adoption of PFRS 16 amounting to P32 million (also see Note
2). As a percentage to total costs and expenses, this account is at 14% and 13% in June 30, 2019
and 2018, respectively.
Interest and other financing charges – 26% increase from ₱9,018 million to ₱11,347 million
Increase due to higher interest expenses of ALI, AC/AYC, MWC and AC Energy as a result of
higher debt balance level this year as compared to last year. The Group’s adoption of PFRS 16
also increased interest expense amounting to P296 million shown in the table below (see Note 2).
Income attributable to Owners of the parent – 135% increase from ₱16,068 million to ₱37,838
million
Increase resulting from better operating results of ALI and higher equity in net earnings of Globe
and BPI and on AC Energy’s gain from sale of AA Thermal.
Ayala Corporation being a holding company has no seasonal aspects that will have any material
effect on its financial condition or operational results.
ALI’s leasing portfolio generates a fairly stable stream of revenues throughout the year, with higher
sales experienced in the fourth quarter from shopping centers due to holiday spending.
ALI's development operations do not show any seasonality. Projects are launched anytime of the
year depending on several factors such as completion of plans and permits and appropriate timing
in terms of market conditions and strategy. Development and construction work follow target
completion dates committed at the time of project launch.
MWC group does not have any significant seasonality or cyclicality in the interim operation, except
for the usually higher demand during the months of April and May and in the months of November
to December in the case of Globe group.
BPI, IMI and other subsidiaries of the Group do not have seasonal aspects that will have any
material effect to their financials or operations.
3.0 Any material events subsequent to the end of the interim period that have not been reflected in the
financial statements for the interim period.
Refer to Note 23 of the Notes to Unaudited Interim Condensed Consolidated Financial Statements.
Refer to Notes 3 and 10 of the Notes to Unaudited Interim Condensed Consolidated Financial
Statements.
The other major information about the Group are disclosed in the appropriate notes in the previously
filed Audited Consolidated Financial Statements for December 31, 2018 or in the SEC 17A / SEC
17Q and SEC 17-C reports for 2018.
1. On April 26, 2019, at the annual meeting of the Parent Company’s stockholders, the following are
the major items approved:
a. Approval of minutes of the annual stockholders’ meeting held on April 20, 2018.
b. Approval of Corporation’s Annual Report, which consists of the Chairman’s Message,
President’s Report, and the audio-visual presentation to the stockholders, and to approve the
consolidated audited financial statements of the Corporation and its subsidiaries as of
December 31, 2018, as audited by the Corporation’s external auditor SyCip Gorres Velayo &
Co.
c. Ratification of each and every act and resolution, from 20 April 2018 to 26 April 2019 (the
“Period”), of the Board of Directors (the “Board”) and the Executive Committee and other Board
committees exercising powers delegated by the Board, and each and every act, during the
Period, of the officers of the Corporation performed in accordance with the resolutions of the
Board, the Executive Committee and other Board committees as well as with the By-laws of
the Corporation.
d. Approval of the amendment of the Second Article of the Articles of Incorporation to expressly
include in the Corporation’s primary purpose, the authority of the Corporation to act as
guarantor and surety for the loans and obligations of its affiliates or associates, as
recommended by the Board of Directors in Resolution No. B-0919.
e. Election of the following as directors effective immediately and until their successors are
elected and qualified:
f. Approval of the re-election of SyCip, Gorres, Velayo & Co. as the external auditors of the Parent
Company for the year 2019 for an audit fee of ₱5.77 million, inclusive of value-added tax.
At its organizational meeting held immediately after the stockholders’ meeting, the Board of
Directors considered and approved the following:
Executive Committee
Jaime Augusto Zobel de Ayala Chairman
Fernando Zobel de Ayala Member
Keiichi Matsunaga Member
Audit Committee
Xavier P. Loinaz (independent director) Chairman
Ramon R. del Rosario, Jr. (independent director) Member
Keiichi Matsunaga Member
Finance Committee
Delfin L. Lazaro Chairman
Antonio Jose U. Periquet (independent director) Member
Jaime Augusto Zobel de Ayala Member
Fernando Zobel de Ayala Member
d. 2019 stock option program pursuant to the Employee Stock Ownership Plan (the “Plan”). The
program authorizes the grant to 41 executives, in accordance with the terms of the Plan, stock
options covering up to a total of 767,942 common shares at a subscription price of ₱883.83
per share, which is the rounded-off volume-weighted average price of our common shares at
the Philippine Stock Exchange over the last 5-day trading days from April 17 to 25, 2019.
Jaime Augusto Zobel de Ayala - Chairman and Chief Executive Officer, Ayala Corporation
Fernando Zobel de Ayala - Vice Chairman, President and Chief Operating Officer,
Ayala Corporation
SEC FORM 17-Q 75
Jose Rene Gregory D. Almendras - President, AC Infrastructure Holdings Corporation
and Public Affairs Group Head, Ayala Corporation
Alfredo I. Ayala - President, AC Education, Inc.
Paolo Maximo F. Borromeo - President, Ayala Healthcare Holdings, Inc. and
Corporate Strategy and Development Group Head,
Ayala Corporation
Cezar P. Consing - President, Bank of the Philippine Islands
Ernest Lawrence L. Cu - President, Globe Telecom, Inc.
Ferdinand M. Dela Cruz - President, Manila Water Company, Inc.
Bernard Vincent O. Dy - President, Ayala Land, Inc.
John Eric T. Francia - President, AC Energy, Inc.
Solomon M. Hermosura - Chief Legal Officer, Corporate Secretary, Compliance
Officer, Data Protection Officer & Corporate Governance
Group Head, Ayala Corporation
Jose Teodoro K. Limcaoco - President, AC Ventures Holding Corp. and Chief Finance
Officer, Chief Risk Officer, Chief Sustainability Officer and
Finance Group Head, Ayala Corporation
Ruel T. Maranan - President, Ayala Foundation, Inc.
John Philip S. Orbeta - Chief Human Resources Officer and Corporate
Resources Group Head, Ayala Corporation
Arthur R. Tan - Chief Executive Officer, Integrated Micro-Electronics, Inc.
and Group President and Chief Executive Officer,
AC Industrial Technology Holdings, Inc.