VREIT Annual Report 31 Dec 2022 PSE

April 28, 2023
PHILIPPINE STOCK EXCHANGE

9th Floor, Philippine Stock Exchange Tower
28th Street corner 5th Avenue, BGC Taguig City
Attention: Ms. Alexandra D. Tom Wong

OIC - Disclosure Department
SECURITIES AND EXCHANGE COMMISSION

Secretariat Building, PICC Complex
Roxas Boulevard, Pasay City, 1307
Attention: Dir. Vicente Graciano P. Felizmenio Jr.

Markets and Securities Regulation Department
Subject: VistaREIT, Inc.: SEC Form 17A – December 31, 2022
Gentlemen:
Please see attached SEC Form 17-A (Annual Report) of VistaREIT, Inc. for the year
ended 31 December 2022.
Thank you.
Truly Yours,
Melissa Camille Z. Domingo

CFO & Head, Investor Relations
COVER SHEET
SEC Registration Number
C S 2 0 2 0 0 6 7 2 5
Company Name
V I S T A R E I T , I N C .
Principal Office (No./Street/Barangay/City/Town/Province)

L O W E R G R O U N D F L O O R , B U I L D I N G
B , E V I A L I F E S T Y L E C E N T E R ,
D A A N G H A R I , A L M A N Z A D O S ,
L A S P I Ñ A S C I T Y
COMPANY INFORMATION
Company’s Email Address Company’s Telephone Number/s Company’s Facsimile Number/s
[email protected] (02) 8994-4377 -
CONTACT PERSON INFORMATION

Name of Contact Person Email Address Telephone Number/s Facsimile Number/s
Melissa Camille Z. Domingo [email protected] 0999 887 3219 -
FORM TYPE Department requiring report Secondary License Type, If

Applicable
1 7 - A
(To be accomplished by SEC personnel)
File No. _____________

LCU
Document I.D.
______________
CASHIER
Remarks:
Please use BLACK ink for scanning purposes
STAMPS
1
SECURITIES AND EXCHANGE COMMISSION
SEC FORM 17-A
ANNUAL REPORT PURSUANT TO SECTION 17

OF THE SECURITIES REGULATION CODE AND SECTION 141
OF THE CORPORATION CODE OF THE PHILIPPINES
1. For the fiscal year ended December 31, 2022
2. SEC Identification Number CS202006725
3. BIR Tax Identification No. 010-510-144-000
4. Exact name of issuer as specified in its charter VISTAREIT, INC.
5. Philippines
Province, Country or other jurisdiction of incorporation
6. Industry Classification Code (SEC Use Only)
7. Lower Ground Floor, Building B, EVIA Lifestyle Center, Vista City,

Daanghari, Almanza II, Las Piñas City 1750
Address of principal office Postal Code
8. (02) 8994-4377
Issuer's telephone number, including area code
9. N/A
Former name, former address, and former fiscal year, if changed since last report.
10. Securities registered pursuant to Sections 4 and 8 of the RSA
Title of Each Class Number of Shares of Common Stock Outstanding

Common stock 7,500,000,000 shares
11. Are any or all of these securities listed on a Stock Exchange?
Yes [ x ] No [ ]
Name of Stock Exchange: Philippine Stock Exchange

Class of securities listed: Common Stocks
12. Check whether the issuer:
(a) has filed all reports required to be filed by Section 17 of the Securities Regulation Code and SRC
Rule 17.1 and Sections 25 and 177 of the Revised Corporation Code of the Philippines during the
preceding twelve (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 ninety (90) days.
Yes [ x ] No [ ]
2
13. Aggregate market value of voting stocks held by non-affiliates:
P 4.37 Billion as of December 31, 2022
APPLICABLE ONLY TO ISSUERS INVOLVED IN

INSOLVENCY/SUSPENSION OF PAYMENTS PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
14. Check whether the issuer has filed all documents and reports required to be filed by Section 17 of the
Code subsequent to the distribution of securities under a plan confirmed by a court or the Commission.
Yes [ ] No [ x ] NOT APPLICABLE
DOCUMENTS INCORPORATED BY REFERENCE
15. Briefly describe documents incorporated by reference and identify the part of SEC Form 17-A into which
the document is incorporated:
Financial Statements as of and for the year ended December 31, 2022
(incorporated as reference for Items 7 and 12 of SEC Form 17-A)
3
TABLE OF CONTENTS
PART I – BUSINESS .................................................................................................................................... 5

PART 1 – BUSINESS .................................................................................................................................... 5
ITEM 1. BUSINESS ...................................................................................................................................... 5
ITEM 2. PROPERTIES ............................................................................................................................... 10
ITEM 3. LEGAL PROCEEDINGS ................................................................................................................ 10
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS .............................................. 10
PART II – OPERATIONAL AND FINANCIAL INFORMATION ....................................................... 11
ITEM 5. MARKET FOR ISSUER’S COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS ......... 11
ITEM 6. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION ................................. 12
ITEM 7. FINANCIAL STATEMENTS........................................................................................................... 25
ITEM 8. INFORMATION ON INDEPENDENT ACCOUNTANT AND OTHER RELATED MATTERS................ 26
PART III – CONTROL AND COMPENSATION INFORMATION .................................................... 28
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE ISSUER .......................................................... 28
ITEM 10. EXECUTIVE COMPENSATION ................................................................................................... 30
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ................. 31
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS .................................................... 33
PART IV – CORPORATE GOVERNANCE ............................................................................................ 34
ITEM 13. CORPORATE GOVERNANCE ..................................................................................................... 34
PART V – EXHIBITS AND SCHEDULES .............................................................................................. 35
4
PART I – BUSINESS
Item 1. Business
Overview
VistaREIT, Inc. formerly “Vista One, Inc.” (the Company or VREIT) was incorporated in the Republic
of the Philippines and registered with the Philippine Securities and Exchange Commission (SEC) on August
24, 2020, primarily to own, manage, operate and engage in the leasing of income-generating real properties
such as office buildings, shopping centers, hotels, resorts, residential buildings, condominium buildings,
among others and to hold for investment or otherwise, real estate of all kinds, including buildings, apartments
and other structures, and to grant loans and/or assume or undertake or guarantee or secure, whether as solidary
obligor, surety, guarantor or any other capacity either on its general credit or on the mortgage, pledge, deed
of trust, assignment and/or other security arrangement of any or all of its property, the whole or any part of
the liabilities and obligations of its parent company, subsidiaries or investee companies or affiliates, without
engaging in the business of a financing company or lending investor.
On March 14, 2022, the SEC approved the increase in VREIT’s authorized capital stock from P
=2,000,000,000
divided into 2,000,000,000 shares with par value of P =1.00 each to P =15,000,000,000 divided into
15,000,000,000 shares with par value of P
=1.00 per share. Accordingly, the Company subsequently issued
7,500,000,000 common shares to its shareholders.
As of December 31, 2022, VREIT is owned by the following: (1) Masterpiece Asia Properties, Inc. (MAPI)
(32.96%); (2) Vista Residences, Inc (VRI) (17.40%); (3) Manuela Corporation (MC) (5.92%); (4)
Communities Pampanga. Inc. (CPI) (4.86%); and (5) Crown Asia Properties, Inc. (CAPI) (3.49%) and the
rest by individual and public shareholders.
MC and MAPI are 99.85% and 100% owned subsidiaries, respectively, of Vistamalls, Inc. (VMI), a publicly
listed holding company in the Philippine Stock Exchange (PSE). VMI is 88.34% owned by Vista Land &
Lifescapes, Inc. (VLLI) and the rest by the public while VRI, CPI and CAPI are wholly owned subsidiaries
by VLLI. VLLI is a publicly listed investment holding company which is 65.00% owned by Fine Properties,
Inc. (the Ultimate Parent Company) and 35.00% owned by the public.
VREIT’s registered office and principal place of business is located at Lower Ground Floor, Building B, Evia
Lifestyle Center, DaangHari, Almanza Dos, Las Piñas City.
Amendment of the Articles of Incorporation
On February 7, 2022, at least a majority of the Board of Directors (BOD) and the stockholders owning at
least two- thirds (2/3) of the outstanding capital stock of VOI approved to increase the authorized capital
stock of VOI to P=15,000,000,000 divided into 15,000,000,000 shares with par value of P
=1.00 per share.
The increase in VREIT’s authorized capital stock from =P2,000,000,000 divided into 2,000,000,000 shares of
the par value of =
P1.00 per share to P
=15,000,000,000 pesos in lawful money of the Philippines, divided into
15,000,000,000 shares with the par value of =
P1.00 per share was approved by the SEC on March 14, 2022.
On March 16, 2022, at least a majority of the Board of Directors and the stockholders owning or representing
at least two-thirds (2/3) of the outstanding capital stock of VREIT approved various amendments to the
Articles of Incorporation of the VREIT including, among others, the following: (a) change in the corporate
name to “VISTAREIT, INC.”; (b) change in primary purpose to engage in the business of a real estate
investment trust under Republic Act No. 9856 (the REIT Law), including the Revised Implementing Rules
and Regulations of the REIT Law); (c) requirement to have independent directors in the Board; and (d) other
amendments in connection with the initial public offering of the VREIT as a REIT entity. Such amendments
were filed with SEC and is still waiting for approval.
5
Execution of Property-for-Share Swap Agreement
On February 7, 2022, the Company also entered into various Deeds of Assignment and Subscription
Agreements with each of Manuela Corporation (MC), Masterpiece Asia Properties, Inc. (MAPI), Vista
Residences Inc. (VRI), Crown Asia Properties, Inc. (CAPI) and Communities Pampanga Inc. (CPI),
collectively referred as the Sponsors, for the assignment, transfer, and conveyance by the Sponsors to the
Company of 10 (ten) community malls, one (1) office building, and 10 commercial and office units with 214
parking slots, excluding the land wherein the malls, office building, and office units are situated, with an
aggregate gross lease area of 256,403.95 sqm (collectively, the Assigned Properties) in exchange for the
issuance by the Company to the Sponsors out of the increase in authorized capital stock described hereinabove
of an aggregate of Six Billion Nine Hundred Ninety Million (6,990,000,000) common shares at an issue price
of One Peso and Fifty Centavos (P =1.50) per share, or an aggregate issue or subscription price of Ten Billion
Four Hundred Eighty Five Million Pesos (P =10,485,000,000) (the Property-for-Share Swap). The difference
between the issue price and the par value of P =3,495,000,000 is accounted for as additional paid-in capital
(APIC).
Accordingly, the Assigned Properties have a total fair value of Thirty-Five Billion Nine Hundred Fifty-Two
Million Nine Hundred Ninety-Two Thousand Seven Hundred Thirty Pesos (P =35,952,992,730). The
difference between the said fair value of the Assigned Properties and the issue price thereof to the Company
(i.e., the issue price of the shares issued to the Sponsors in the Property for Share Swap) amounting to Twenty-
Five Billion Four Hundred Sixty-Seven Million Nine Hundred Ninety-Two Thousand Seven Hundred Thirty
Pesos (P =25,467,992,730) is accounted for as APIC.
The above transactions resulted to a total APIC of Twenty-Eight Billion Nine Hundred Sixty-Two Million
Nine Hundred Ninety-Two Thousand and Seven Hundred Thirty Pesos (P =28,962,992,730).
The Assigned Properties consists of Vista Mall Las Piñas (Main), Starmall Las Piñas (Annex), Starmall San
Jose Del Monte (SJDM), Vista Mall Pampanga, SOMO - A Vista Mall, Vista Mall Antipolo, Vista Mall
General Trias, Vista Mall Tanza, Starmall Talisay - Cebu, Vista Mall Imus, Vista Hub Molino and
commercial and office units and parking lots in Vista Hub BGC.
The foregoing amendments to VREIT Articles of Incorporation and the Property-for-Share Swap were
approved by the SEC on April 18, 2022.
On March 28, 2022, the Company filed its application with the Philippine Stock Exchange (PSE) for the
listing of its 7,500,000,000 existing common shares, which includes the Secondary Offer Shares of
2,500,000,000 common shares with an Overallotment Option of up to 250,000,000 common shares to be
offered and sold by the Sponsors to the public, under the Main Board of the PSE. The PSE approved the
listing application of the Company on May 12, 2022.
Also on March 24, 2022, the Company filed a Registration Statement covering the registration of
7,500,000,000 existing common shares, in accordance with the requirements of the SEC’s Securities
Regulation Code. The Registration Statement was rendered effective on May 26, 2022.
Recent Developments
On June 15, 2022, the Company was listed as a REIT company under the Main Board of the PSE, and the
Secondary Offer Shares of 2,500,000,000 common shares held by the Sponsors were sold to the public at a
price of P
=1.75 per share.
Description of the Business of the Registrant and its Sponsors
The Company and its sponsors are incorporated in the Philippines. MAPI and MC are both in the commercial
property development and operations.
6
Products
VistaREIT owns a portfolio of 10 community malls and two (2) office buildings with an aggregate GLA of
256,403.95 sqm. The Company’s community malls are located in Las Piñas City, Bacoor City, General Trias
City, Imus City, Municipality of Tanza, Antipolo City, City of San Jose Del Monte, San Fernando City, and
Talisay City. The Company’s office buildings are located in Taguig City and Bacoor City.
Distribution Methods of Products
The Company’s Property Manager, VProperty Management, Inc., shall have the overall responsibility for the
day-to-day facilities management of the Properties, marketing of the office and retail spaces therein,
management of client accounts, lease administration, operations management, and handling of tenant
relations. Specifically, the Property Manager will oversee negotiation and execution of lease contracts,
enforcement of lease terms and conditions, and awarding, extension, and termination of leases; supervision
of billing and collection of rentals and other payments from tenants, as well as monitoring of past due accounts
and receivables; and, building management operations relating to security, utilities, repairs, and maintenance,
emergency management, including engagement of contractors for such purpose.
The Company’s Fund Manager, VFund Management, Inc., manages the assets and liabilities of the Company
for the benefit of its Shareholders, with a focus on investment yields and profitability margins.
Patents, Trademarks, Copyrights, Licenses, Franchises, Concessions and Royalty Agreements Held
The Company has the pending application for the registration of the following mark with the Philippine
Intellectual Property Office (“IPO”) the trademarks “VistaREIT”.
Brand Nice Registration Application Filing Date Registration Expiration

Name/Mark Classification Number Serial Date Date
No. Number
Not yet Not yet 420 225 February 28, Not yet Not yet
available available 047 27 2022 available available
VistaREIT
Bankruptcy, Receivership or Similar Proceeding
As of December 31, 2022, there is no bankruptcy, receivership or similar proceedings involving the
Company.
Material Reclassification, Merger, Consolidation or Purchase or Sale of a Significant Amount of Assets

(not ordinary) over the past three years
On February 7, 2022, the Company also entered into various Deeds of Assignment and Subscription
Agreements with each of Manuela Corporation (MC), Masterpiece Asia Properties, Inc. (MAPI), Vista
Residences Inc. (VRI), Crown Asia Properties, Inc. (CAPI) and Communities Pampanga Inc. (CPI),
collectively referred as the Sponsors, for the assignment, transfer, and conveyance by the Sponsors to the
Company of 10 (ten) community malls, one (1) office building, and 10 commercial and office units with 214
parking slots, excluding the land wherein the malls, office building, and office units are situated, with an
aggregate gross lease area of 256,403.95 sqm (collectively, the Assigned Properties) in exchange for the
issuance by the Company to the Sponsors out of the increase in authorized capital stock described hereinabove
of an aggregate of Six Billion Nine Hundred Ninety Million (6,990,000,000) common shares at an issue price
of One Peso and Fifty Centavos (P =1.50) per share, or an aggregate issue or subscription price of Ten Billion
Four Hundred Eighty Five Million Pesos (P =10,485,000,000) (the Property-for-Share Swap). The difference
between the issue price and the par value of P =3,495,000,000 is accounted for as additional paid-in capital
(APIC).
7
Accordingly, the Assigned Properties have a total fair value of Thirty-Five Billion Nine Hundred Fifty-Two
Million Nine Hundred Ninety-Two Thousand Seven Hundred Thirty Pesos (P =35,952,992,730). The
difference between the said fair value of the Assigned Properties and the issue price thereof to the Company
(i.e., the issue price of the shares issued to the Sponsors in the Property for Share Swap) amounting to Twenty-
Five Billion Four Hundred Sixty-Seven Million Nine Hundred Ninety-Two Thousand Seven Hundred Thirty
Pesos (P =25,467,992,730) is accounted for as APIC.
The above transactions resulted to a total APIC of Twenty-Eight Billion Nine Hundred Sixty-Two Million
Nine Hundred Ninety-Two Thousand and Seven Hundred Thirty Pesos (P =28,962,992,730).
Various diversification/ new product lines introduced by the Company during the last three years
As of December 31, 2022, there is no diversification/new product lines introduced by the Company during
the last three years.
Competition
The Company believes that competition for mall space is primarily based on location, tenant mix and overall
attractiveness of the property. For most of its Mall Properties, major competitors include SM Prime Holdings,
Inc. and Robinsons Land Corporation.
Competition for office space is principally on the basis of location, quality and reliability of the project’s
design and equipment, reputation of the developer, supply of comparable space, changing needs of business
users, and PEZA registration. The Company’s primary competitors are Ayala Land, Inc. and its REIT
Subsidiary, Megaworld Corporation and its REIT Subsidiary, Robinsons Land Corporation and its REIT
Subsidiary, Filinvest Land Inc. and its REIT Subsidiary.
The Company competes on the basis of the strategic locations of its buildings, including their proximity to
the existing communities and accessibility to public transportation. The Company is committed to providing
an elevated customer experience and satisfaction by offering and maintaining mall and office projects of high
quality and reliability, meeting the evolving needs of our customers.
Suppliers
Site development and construction work is contracted out to various qualified and accredited independent
contractors. For larger projects, such as major repair or construction work, contracts are awarded on the basis
of competitive bidding. For operational repairs and maintenance projects, we hire contractors without a
competitive process based on our previous experience with the contractor. In all cases, our accreditation
procedure takes into consideration each contractor’s experience, financial capability, resources and track
record of adhering to quality, cost and time of completion commitments. We maintain relationships with
various accredited independent contractors and deal with each of them on an arm’s length basis. We are not
and do not expect to be dependent upon one or a limited number of suppliers or contractors.
Dependence on a Few Major Customers
The target customer segment of the commercial leasing business consists of broad C retail consumers. We
believe that our shopping malls address the needs and aspirations of our target customers through our wide
selection of retail outlets, supermarkets and department stores, together with other attractions, such as food
courts, cinemas and other entertainment facilities. We attract local chains and franchises, to satisfy the
preferences of our target customers.
The management team also took a proactive approach towards managing the tenant mix at its existing assets
to ensure optimal alignment with the needs of its target market, including removing and replacing delinquent
tenants with tenants that provide more suitable retail concepts and offerings and reorganizing mall layouts to
address customers’ needs as well as increasing the efficiency of available leasable area.
The remaining house and lot business is not dependent on repeat business from customers. MC has a
marketing agreement with Crown Asia Properties, Inc., a subsidiary of VLL, which has a broad market base
including local and foreign buyers.
8
Transactions with related parties
The Company, in its ordinary course of business, engage in significant commercial transactions with certain
companies controlled by the Villar Family, including the Villar Family Companies and their respective
subsidiaries. We have signed a memorandum of agreement with certain subsidiaries of Vista Land under
which we have been granted a right of first refusal and right of first offer in respect of certain commercial
properties by such VLL subsidiaries.
The Company’s policy with respect to related party transactions is to ensure that these transactions are entered
into on terms that are comparable to those available from unrelated third-parties.
Government approvals
The Company secures various government approvals such as license to sell, building and development
permits, environmental compliance certificate, business permits, etc. as part of the normal course of its
business.
The Company has no principal product that has pending government approval as of December 31, 2022.
Effect of Existing or Probable Governmental Regulations
By the nature of its business, the Company’s subsidiaries are subject to governmental regulations on its land
development and marketing activities, which includes, among others, zoning and environmental laws,
development permit and license to sell regulations. The Company’s subsidiaries comply with the said
regulations in the regular conduct of its business operations.
As of December 31, 2022, the Company is not aware of any existing or probable governmental regulations
that will have an effect on the Company’s business operations.
Compliance with Environmental Laws
Prior to any land development activity, the Company secure the requisite environmental permits, including
environmental compliance certificate and drainage permit for the sewage treatment plants, from the
appropriate government agencies.
Costs and Effects of Compliance with Environmental Laws
The Company pay such amount as may be imposed by the appropriate government agencies for the
procurement of all necessary environmental permits prior to commencement of any development project. The
costs are generally minimal and vary from time to time.
Unless pertinent environmental laws are complied with, and requisite permits are secured, the Company
cannot and do not proceed with its projects.
Research and Development Costs
Research and development activities, such as market research, training and contractor’s development
programs, are treated as normal operating expense. For 2022, the amount that the Company spent for research
and development is minimal and does not constitute a significant percentage of the Company’s revenues.
Employees
The executive officers of the Company are seconded from other companies in the Vista Land Group. The
employees of the Property Manager are responsible for supervising, managing, leasing, operating and
maintaining the Properties pursuant to the terms of the Property Management Agreement. The employees of
the Fund Manager are responsible for implementing the Company’s investment strategies and managing its
assets. As such, the Company did not directly hire its own employees. In addition, certain administrative
functions such as IT, legal and accounting support are provided by the Vista Land Group. The Company, the
Property Manager, and the Fund Manager are in compliance with all minimum compensation and benefit
9
standards, as well as applicable labor and employment regulations. There is no existing labor union nor any
collective bargaining agreement.
Risks related to the Companies Business
Each of the businesses of the Company would inevitably involve some risks factors such as:
➢ Competition;
➢ Socio-economic conditions of the country;
➢ Effect of the changes in global economy;
➢ Foreign exchange devaluation;
➢ Changes in the country’s political and economic situation;
➢ Inflation of prices affecting the cost and expenses;
➢ Reforms in the applicable rules and regulations affecting the Philippine Real Estate industry; and
➢ Changes in Philippine and International interest rates, with respect to the Company’s borrowings.
To mitigate the aforementioned risks, the Company shall continue to adopt prudence in financial management
and discipline in the area of operational controls, policies and procedures. With respect to competitive
pressures among the industry players, the Company shall continue to compete through project concept,
quality, affordability, and location of projects.
Item 2. Properties
Details of the Company’s properties as of December 31, 2022 are set out in the table below:
BUILDING AND IMPROVEMENTS
Location Owner Use

Las Piñas City VREIT Mall
San Jose del Monte, Bulacan VREIT Mall
Bacoor, Cavite VREIT Mall / Office Building
BGC, Taguig City VREIT Office Building
Talisay, Cebu VREIT Mall
Imus, Cavite VREIT Mall
General Trias, Cavite VREIT Mall
Tanza, Cavite VREIT Mall
San Agustin, San Fernando VREIT Mall
Mille Luce, San Roque, Antipolo VREIT Mall
See Annex A for more details.
Item 3. Legal Proceedings
None of VistaREIT, Inc., the Fund Manager, the Property Manager and/or its Properties is currently involved
in any material litigation nor, to the best of their knowledge, is any material litigation currently contemplated
or threatened against the Company, the Fund Manager or the Property Manager or involving any of the
Properties.
Item 4. Submission of Matters to a Vote of Security Holders
Except for matters taken up during the Annual Stockholders Meeting, there was no other matter submitted to
a vote of security holders during the period covered by this report.
10
PART II – OPERATIONAL AND FINANCIAL INFORMATION
Item 5. Market for Issuer’s Common Equity and Related Stockholders Matters
Market Information
The Company’s common shares are being traded at the Philippine Stock Exchange. The high and low sales
prices for each quarter within the last three fiscal years as traded on the Philippine Stock Exchange are as
follows:
2023 2022 2021 2020

Quarter
High Low Close High Low Close High Low Close High Low Close
1st 1.72 1.59 1.60 n/a n/a n/a n/a n/a n/a n/a n/a n/a
2nd 1.75 1.71 1.74 n/a n/a n/a n/a n/a n/a
3rd 1.76 1.60 1.60 n/a n/a n/a n/a n/a n/a
4th 1.65 1.48 1.65 n/a n/a n/a n/a n/a n/a
The market capitalization of VREIT as of December 31, 2022, based on the closing price of P1.65 per share,
was approximately P12.38 billion.
As of March 31, 2023, VREIT’s market capitalization stood at ₱12.00 billion based on the
=1.60 per share closing price.
P
Price Information as of the Latest Practicable Trading Date
Trading Date High Low Close
24 April 2023 1.65 1.65 1.64
Stockholders
There are approximately 16 holders of common equity security of the Company as of December 31, 2022
(based on the number of accounts registered with the Stock Transfer Agent).
The following are the top 20 holders of the common securities of the Company:
Percentage
Stockholders Name No. of Common Shares
(of Common Shares)
1. PCD Nominee Corporation (Filipino) 2,629,515,000 35.13%
2. Masterpiece Asia Properties, Inc. 2,472,009,663 32.96%
3. Vista Residence, Inc. 1,305,247,888 17.40%
4. Manuela Corporation 444,235,220 5.92%
5. Communities Pampanga, Inc. 364,301,277 4.86%
6. Crown Asia Properties, Inc. 261,865,952 3.49%
7. PCD Nominee Corporation (Foreign) 17,107,000 0.23%
8. Manuel Paolo A. Villar1 4,500,000 0.06%
9. Jerylle Luz C. Quismundo2 500,000 0.01%
10. Brian N. Edang3 250,000 0.00%
11. Myra P. Villanueva 121,000 0.00%
12. Raul Juan N. Esteban 62,500 0.00%
1
Shares are under PCD Nominee Corporation (Filipino)
2
3
11
Percentage
Stockholders Name No. of Common Shares
(of Common Shares)
13. Justina F. Callangan 62,500 0.00%
14. Leticia A. Moreno 62,500 0.00%
15. Melissa Camille Z. Domingo 62,500 0.00%
16. Myrna P. Villanueva 60,000 0.00%
17. Milagros P. Villanueva 30,000 0.00%
18. Marietta V. Cabreza 5,000 0.00%
19. Jennifer T. Ramos 2,000 0.00%
Total issued and outstanding common shares
7,500,000,000 100.00%
as of December 31, 2022
Dividends
P
=0.03860 per share Regular Cash Dividend
Declaration Date: April 19, 2023
Record date: May 08, 2023
Payment date: May 29, 2023
P
Declaration Date: November 11, 2022
Record date: November 28, 2022
Payment date: December 19, 2022
P
=0.02100 per share Regular with Special Cash Dividend
Declaration Date: August 15, 2022
Record date: August 30, 2022
Payment date: September 20, 2022
P
Declaration Date: March 31, 2022
Record date: March 01, 2022
Payment date: March 31, 2022
Recent Sale of Unregistered Securities
There have been no sales of unregistered securities in the past three years.
Stock Options
None
Item 6. Management’s Discussion and Analysis
REVIEW OF YEAR END 2022 VS YEAR END 2021
RESULTS OF OPERATIONS
Revenues
Revenues increased to ₱2,100 million for the year ended December 31, 2022 from nil for the year ended
December 31, 2021. The 100% increase in the account was primarily attributable to the non-operation in 2021
and the transfer of the assets to the Company in March 2022 as well as the following:
• Rental income increased by 100% from nil for the year ended December 31, 2021 to ₱1,958 million
for the year ended December 31, 2022. The increase was due to the increase in occupancy and
escalation rates. As of December 31, 2022, the occupancy rate is at 97%.
12
• Parking fees increased by 100% to ₱33 million for the year ended December 31, 2022 from nil for
the year ended December 31, 2021 primarily driven by the increase in numbers of vehicles parked
in the malls.
• Other operating income increased from nil for the year ended December 31, 2021 to ₱109 million
for the year ended December 31, 2022. The 100% increase was due to the increase in administrative
fees and other fees charged to tenants.
Fair value changes in investment properties
Fair value changes in investment properties recorded a loss ₱11,200 million for the year ended December 31,
2022 from nil for the year ended December 31, 2021 attributable to the following:
• Decrease in fair value of investment properties increased by 100% to ₱10,658 million for the year
ended December 31, 2022 from nil for the year ended December 31, 2021 due to the recognition of
the changes in fair value of the investment properties transferred to the company in 2022. There was
a decline in the FV of properties as a result of the changes in the discount rate and cap rate as interest
rates are on an increasing trend.
• Straight line adjustments increased by 100% to ₱529 million for the year ended December 31, 2022
from nil for the year ended December 31, 2021 due rental escalation of lease contracts recognized
on a straight line basis for the year.
• Lease commissions increased by 100% to ₱12 million for the year ended December 31, 2022 from
nil for the year ended December 30, 2021 due increase in the lease commission charged for the year.
Costs and Expenses
Cost and expenses increased from nil for the year ended December 31, 2021 to ₱477 million for the year
ended December 31, 2022. The 100% increase in the account was primarily attributable to the following:
• Light and power expenses increased by 100% to ₱112 million for the year ended December 31, 2022
from nil for the year ended December 31, 2021 due to the increase in activities for the year as foot
traffic increase in the malls of the company.
• Outside services increased by 100% to ₱96 million for the year ended December 31, 2022 from nil
for the year ended December 31, 2021 due to the additional security and maintenance personnel as
increased activities in the community malls of the company.
• Advertising and promotion increased by 100% to ₱14 million for the year ended December 31, 2022
from nil for the year ended December 30, 2021 due to the increase in advertising and promotion
activities for the year as we are going back to normalcy.
Other Income
Interest income increased from nil for the year ended December 31, 2021 to ₱2 million for the year ended
December 31, 2022. The 100% increase resulted from the interest earned from the increase in cash in banks
of the company for the year offset by the bank charges recorded for the year.
Benefit from Income Tax
Benefit from income for the year ended December 31, 2022 was ₱43 million, an increase of 100% from nil
for the year ended December 31, 2021. This was due primarily to the increase of loss before tax for the year.
Net Loss
As a result of the foregoing, net loss increased by 100% to ₱9,618 million in the year ended December 31,
2022 from nil in the year ended December 31, 2021. If we exclude the fair value adjustment for the period,
13
the company would have recorded a core net income of ₱1,569 million for the year ended December 31,
2022.
For the year ended December 31, 2022, there were no seasonal aspects that had a material effect on the
financial condition or results of operations of the Company. Neither were there any trends, events or
uncertainties that have had or that are reasonably expected to have a material impact on the net sales or
revenues or income from continuing operations. The Company is not aware of events that will cause a
material change in the relationship between the costs and revenues. Except as discussed in the notes to
financial statements Events after the report date on the potential impact of the COVID-19 pandemic.
There are no significant elements of income or loss that did not arise from the Company’s continuing
operations.
FINANCIAL CONDITION
As of December 31, 2022 vs. December 31, 2021
As a result of the transfer of assets from Sponsors to the Company through property-for-shares swap, the
Company’s financial condition resulted into recognition and increased of almost all of its assets, liabilities
and equity in the year ended December 31, 2022 from the pro-forma ended December 31, 2021.
Total assets as of December 31, 2022 are ₱27,519 million compared to ₱510 million as of December 31,
2021, or a 5,295% increase. This was due to the following:
• Cash decreased by 83% from ₱510 million as of December 31, 2021 to ₱89 million as of December
31, 2022 due primarily to cash dividends paid for the year.
• Receivables increased by 100.0% from nil as of December 31, 2021 to ₱1,238 million as of
December 31, 2022 due to the increase in receivables from tenants and accrued rent receivables.
• Due from related parties increased by 100.0% from nil as of December 31, 2021 to ₱1,177 million
as of December 31, 2022 this resulted from the asset injection to the Company by the Sponsors.
• Other assets increased significantly from ₱1 thousand as of December 31, 2021 to ₱160 million as
of December 31, 2022 due to the increase in input vat and prepaid expenses.
• Property and equipment increased by 100.0% from nil as of December 31, 2021 to ₱18 million as
of December 31, 2022 due to the transfer of properties and equipment.
• Investment Properties increased by 100.0% from nil as of December 31, 2021 to ₱24,837 million as
of December 31, 2022 due to the transfer of the commercial buildings this is net of fair loss recorded
for the year.
Total liabilities as of December 31, 2022 are ₱1,355 million compared to ₱10 million as of December 31,
2021, or a 13,779% increase. This was due to the following:
• Accounts and other payables increased by 4,651% from ₱5 million as of December 31, 2021 to ₱246
million as of December 31, 2022 due to the increase in payable to suppliers of the commercial malls
and withholding tax payable.
• Security deposits and advance rent increased by 100.0% from nil as of December 31, 2021 to ₱589
million as of December 31, 2022 due to the assignment/transfer of tenants from the sponsors to the
Company.
• Payable to related parties increased by 5,893% from ₱5 million as of December 31, 2021 to ₱275
Company.
14
• Dividends payable increased by 100.0% from nil as of December 31, 2021 to ₱175 million as of
December 31, 2022 due to dividends declared for the year.
• Income tax payable increased by 100.0% from nil as of December 31, 2021 to ₱30 million as of
December 31, 2022 to recognized taxable operations prior to REIT listing.
• Other noncurrent liabilities increased by 100.0% from nil as of December 31, 2021 to ₱40 million
as of December 31, 2022 due to the increase in retention payable.
Total stockholder’s equity increased by 5,129% from ₱500 million as of December 31, 2021 to ₱26,164
million as of December 31, 2022 due to the property per share swap with the Sponsors.
Considered as the top five key performance indicators of the Company as shown below:
Key Performance Indicators 12/31/2022 12/31/2021

Current ratio (a) 1.64:1 52.24:1
Debt ratio (b) 0.00:1 0.00:1
Return on equity (c) (0.37):1 0.00:1
Net Profit Margin (d) (613%) 0.40%
EBITDA (e) (9,567,069,379) -
Notes:
(a) Current Ratio is computed by dividing the Current Assets of the Company by its Current liabilities.
(b) Debt Ratio is computed by dividing interest bearing debt by the total assets. Interest bearing debt includes current
and noncurrent portion of Bank loans,
(c) Return on equity is computed by dividing annualized net income by the total annualized equity.
(d) Net Profit Margin is computed by dividing the net income by the total revenue.
(e) EBITDA is computed as net income before interest expense, provision for income taxes, depreciation and
amortization.
Because there are various calculation methods for the performance indicators above, the Company’s presentation of such
may not be comparable to similarly titled measures used by other companies.
Current ratio as of December 31, 2022 decreased from that of December 31, 2021 due to the significant
increase in current assets.
Return on equity decreased due to the higher net loss for the year.
Net Profit Margin decreased due to the net loss for the year as a result of the recognition of unrealized
loss in FV adjustment of the investment properties.
EBITDA increased due to the higher net loss for the year.
Material Changes to the Company’s Balance Sheet as of December 31, 2021 compared to December
31, 2020 (increase/decrease of 5% or more)
Cash decreased by 83% from ₱510 million as of December 31, 2021 to ₱89 million as of December 31,
2022 due primarily to cash dividends paid for the year.
Receivables increased by 100.0% from nil as of December 31, 2021 to ₱1,238 million as of December
31, 2022 due to the increase in receivables from tenants and accrued rent receivables.
Due from related parties increased by 100.0% from nil as of December 31, 2021 to ₱1,177 million as of
December 31, 2022 this resulted from the asset injection to the Company by the Sponsors.
Other assets increased significantly from ₱1 thousand as of December 31, 2021 to ₱160 million as of
December 31, 2022 due to the increase in input vat and prepaid expenses.
Property and equipment increased by 100.0% from nil as of December 31, 2021 to ₱18 million as of
December 31, 2022 due to the transfer of properties and equipment.
15
Investment Properties increased by 100.0% from nil as of December 31, 2021 to ₱24,837 million as of
December 31, 2022 due to the transfer of the commercial buildings this is net of fair loss recorded for
the year.
Accounts and other payables increased by 4,651% from ₱5 million as of December 31, 2021 to ₱246
million as of December 31, 2022 due to the increase in payable to suppliers of the commercial malls and
withholding tax payable.
Security deposits and advance rent increased by 100.0% from nil as of December 31, 2021 to ₱589
Company.
Payable to related parties increased by 5,893% from ₱5 million as of December 31, 2021 to ₱275 million
as of December 31, 2022 due to the assignment/transfer of tenants from the sponsors to the Company.
Dividends payable increased by 100.0% from nil as of December 31, 2021 to ₱175 million as of
December 31, 2022 due to dividends declared for the year.
Income tax payable increased by 100.0% from nil as of December 31, 2021 to ₱30 million as of
December 31, 2022 to recognized taxable operations prior to REIT listing.
Other noncurrent liabilities increased by 100.0% from nil as of December 31, 2021 to ₱40 million as of
December 31, 2022 due to the increase in retention payable.
Material Changes to the Company’s Statement of income for the year ended December 31, 2021
compared to the year ended December 31, 2020 (increase/decrease of 5% or more)
Rental income increased by 100% from nil for the year ended December 31, 2021 to ₱1,958 million for
the year ended December 31, 2022. The increase was due to the increase in occupancy and escalation
rates. As of December 31, 2022, the occupancy rate is at 97%.
Parking fees increased by 100% to ₱33 million for the year ended December 31, 2022 from nil for the
year ended December 31, 2021 primarily driven by the increase in numbers of vehicles parked in the
malls.
Other operating income increased from nil for the year ended December 31, 2021 to ₱109 million for the
year ended December 31, 2022. The 100% increase was due to the increase in administrative fees and
other fees charged to tenants.
Decrease in fair value of investment properties increased by 100% to ₱10,658 million for the year ended
December 31, 2022 from nil for the year ended December 31, 2021 due to the recognition of the changes
in fair value of the investment properties transferred to the company in 2022. There was a decline in the
FV of properties as a result of the changes in the discount rate and cap rate as interest rates are on an
increasing trend.
Straight line adjustments increased by 100% to ₱529 million for the year ended December 31, 2022 from
nil for the year ended December 31, 2021 due rental escalation of lease contracts recognized on a straight
line basis for the year.
Lease commissions increased by 100% to ₱12 million for the year ended December 31, 2022 from nil
for the year ended December 30, 2021 due increase in the lease commission charged for the year.
Light and power expenses increased by 100% to ₱112 million for the year ended December 31, 2022
from nil for the year ended December 31, 2021 due to the increase in activities for the year as foot traffic
increase in the malls of the company.
Outside services increased by 100% to ₱96 million for the year ended December 31, 2022 from nil for
the year ended December 31, 2021 due to the additional security and maintenance personnel as increased
activities in the community malls of the company.
16
Advertising and promotion increased by 100% to ₱14 million for the year ended December 31, 2022
from nil for the year ended December 30, 2021 due to the increase in advertising and promotion activities
for the year as we are going back to normalcy.
Interest income increased from nil for the year ended December 31, 2021 to ₱2 million for the year ended
December 31, 2022. The 100% increase resulted from the interest earned from the increase in cash in
banks of the company for the year offset by the bank charges recorded for the year.
operations.
The succeeding Management Discussion & Analysis for Years ended 2021 vs 2020 and 2020 vs 2019 was
prepared based on the Combined Carved-out Financial Statements of the Company. The Combined Carved-
out FS (for the years ended 2021, 2020 and 2019) were used in the initial public offering (IPO) of the
Company to accurately present the financial performance of the REIT assets prior to their infusion into the
Company. Thus, for better understanding of the shareholders in respect of the Company’s assets and business
operations as a REIT company, and for consistency with the financial information used in the IPO, the
financial information presented in this Definitive Information Statement are based on the said Combined
Carved-out FS.
Revenues
Revenues increased to ₱2,306 million for the year ended December 31, 2021 from ₱1,977 million for the year
ended December 31, 2020. The 16.7% increase in the account was primarily attributable to the opening of
the economy as well as the following:
• Rental income increased by 15.1% from ₱1,912 million for the year ended December 31, 2020 to
₱2,200 million for the year ended December 31, 2021. The increase was due to the increase in
occupancy and escalation rates.
• Parking fees increased by 13.7% to ₱24 million for the year ended December 31, 2021 from ₱21
million for the year ended December 31, 2020 primarily driven by the higher number of vehicles
using parking space compared to the same period of 2020.
• Other operating income increased from ₱44 million for the year ended December 31, 2020 to ₱82
million for the year ended December 31, 2021. The 84.1% increase was due to the increase in
administrative fees and other fees charged to tenants.
Costs and Expenses
Cost and expenses increased from ₱1,053 million for the year ended December 31, 2020 to ₱1,092 million
for the year ended December 31, 2021. The 3.7% increase in the account was primarily attributable to the
following:
• Marketing expenses decreased by 34.1% to ₱9 million for the year ended December 31, 2021 from
₱14 million for the year ended December 31, 2020 due to the shift to digital marketing.
17
• Other operating expenses increased by 104.7% to ₱26 million for the year ended December 31, 2021
from ₱12 million for the year ended December 31, 2020 due to the increase in miscellaneous
expenses and office supplies used for the year.
Other Income (Expense)
Interest income decreased from ₱11 million for the year ended December 31, 2020 to ₱7 million for the year
ended December 31, 2021. The 33.0% decrease resulted from the lower interest earned from in cash in banks,
investments, and receivables of the company for the year.
Interest expense and other financing charges decreased by 10.4% from ₱87 million in the year ended
December 31, 2020 to ₱78 million in the year ended December 31, 2021. This is due to a lower balance of
bank loans of the company for the year as principal payments were made during the year thus reducing interest
charges.
Provision for Income Tax
Tax expense for the year ended December 31, 2021 was ₱212 million a decrease of 16.4% from the ₱254
million for the year ended December 31, 2020. This was due primarily to the lower tax rate for the year.
Net Income
As a result of the foregoing, net income increased by 56.9% to ₱930 million in the year ended December 31,
2021 from ₱593 million in the year ended December 31, 2020.
operations.
FINANCIAL CONDITION
Total assets as of December 31, 2021 were ₱19,992 million compared to ₱19,664 million as of December 31,
2020, or a 1.7% increase. This was due to the following:
• Cash decreased by 8.5% from ₱21 million as of December 31, 2020 to ₱19 million as of December
31, 2021 due to cash usage for the period.
• Receivables, including noncurrent portion increased by 48.0% from ₱1,710 million as of December
31, 2020 to ₱2,531 million as of December 31, 2021 due to the increase in receivables from tenants
and accrued rent receivables.
• Property and equipment decreased by 22.0% from ₱35 million as of December 31, 2020 to ₱27
million as of December 31, 2021 due to the depreciation recognized for the year.
• Investment Properties – net decreased by 3.1% from ₱16.5 million as of December 31, 2020 to ₱15.9
million as of December 31, 2021 due primarily to the depreciation recognized for the year.
Total liabilities as of December 31, 2021 were ₱2,506 million compared to ₱2,535 million as of December
31, 2020, or a 1.2% increase. This was due to the following:
18
• Accounts and other payables increased by 20.3% from ₱464 million as of December 31, 2020 to
₱558 million as of December 31, 2021 due to the increase in deferred output VAT.
• Security deposits and advance rent increased by 35.2% from ₱301 million as of December 31, 2020
to ₱407 million as of December 31, 2021 due to additional deposits from new lessees as well as top
up of security deposits and advance rent based on escalation.
• Income tax payable decreased by 4.8% from ₱103 million as of December 31, 2020 to ₱98 million
as of December 31, 2021 due to settlements made during the year.
• Bank loans, including noncurrent portion decreased by 24.9% from ₱569 million as of December
31, 2020 to ₱427 million as of December 31, 2021 due to settlements made during the year.
• Pension liability increased by 12.2% from ₱7 million as of December 31, 2020 to ₱8 million as of
December 31, 2021 due to changes in actuarial assumptions.
• Deferred tax liabilities – net posted an increase of 21.6% from ₱368 million as of December 31,
2020 to ₱448 million as of December 31, 2021 due to increase in temporary differences for the
period that will eventually result to future tax liability.
• Other noncurrent liabilities decreased by 41.0% from ₱273 million as of December 31, 2020 to ₱161
million as of December 31, 2021 due to the decrease in construction bond.
Total stockholder’s equity increased by 1.7% from ₱17,158 million as of December 31, 2020 to ₱17,457
million as of December 31, 2021 to due to the equity transactions with VLL Group recorded for the year.

Debt ratio (b) 0.02:1 0.03:1
Return on equity (c) 0.05:1 0.03:1
Net Profit Margin (d) 0.40% 0.30%
EBITDA (e) 1,807.72 1,524.67
Notes:
(b) Debt Ratio is computed by dividing interest bearing debt by the total assets. Interest bearing debt includes current and noncurrent portion of Bank loans,
(c) Return on equity is computed by dividing net income by the total equity.
(e) EBITDA is computed as net income before interest expense, provision for income taxes, depreciation and amortization.
Because there are various calculation methods for the performance indicators above, the Company’s presentation of such may not be comparable to similarly
titled measures used by other companies.
Current ratio as of December 31, 2021 increased from that of December 31, 2020 due to the increase in
current assets.
The decrease in debt ratio was due to the increase in total asset compared to the decrease in interest
bearing debt.
Return on equity increased due to the higher net income for the year.
Net Profit Margin increased due to the higher revenue and net income for the year.
EBITDA increased due to the higher net income for the year.
19
Cash decreased by 8.5% from ₱21 million as of December 31, 2020 to ₱19 million as of December 31,
2021 due to cash usage for the period.
Receivables, including noncurrent portion increased by 48.0% from ₱1,710 million as of December 31,
2020 to ₱2,531 million as of December 31, 2021 due to the increase in receivables from tenants and
accrued rent receivables.
Property and equipment decreased by 22.0% from ₱35 million as of December 31, 2020 to ₱27 million
as of December 31, 2021 due to the depreciation recognized for the year.
Accounts and other payables increased by 20.3% from ₱464 million as of December 31, 2020 to ₱558
million as of December 31, 2021 due to the increase in deferred output VAT.
Security deposits and advance rent increased by 35.2% from ₱301 million as of December 31, 2020 to
₱407 million as of December 31, 2021 due to additional deposits from new lessees as well as top up of
security deposits and advance rent based on escalation.
Bank loans, including noncurrent portion decreased by 24.9% from ₱569 million as of December 31,
2020 to ₱427 million as of December 31, 2021 due to settlements made during the year.
Pension liability increased by 12.2% from ₱7 million as of December 31, 2020 to ₱8 million as of
Deferred tax liabilities – net posted an increase of 21.6% from ₱368 million as of December 31, 2020 to
₱448 million as of December 31, 2021 due to increase in temporary differences for the period that will
eventually result to future tax liability.
Other noncurrent liabilities decreased by 41.0% from ₱273 million as of December 31, 2020 to ₱161
million as of December 31, 2021 due to the decrease in construction bond.
Rental income increased by 15.1% from ₱1,912 million for the year ended December 31, 2020 to ₱2,200
million for the year ended December 31, 2021. The increase was due to the increase in occupancy and
escalation rates.
Parking fees increased by 13.7% to ₱24 million for the year ended December 31, 2021 from ₱21 million
for the year ended December 31, 2020 primarily driven by the higher number of vehicles using parking
space compared to the same period of 2020.
Other operating income increased from ₱44 million for the year ended December 31, 2020 to ₱82 million
for the year ended December 31, 2021. The 84.1% increase was due to the increase in administrative fees
and other fees charged to tenants.
Marketing expenses decreased by 34.1% to ₱9 million for the year ended December 31, 2021 from ₱14
million for the year ended December 31, 2020 due to the shift to digital marketing.
Other operating expenses increased by 104.7% to ₱26 million for the year ended December 31, 2021
from ₱12 million for the year ended December 31, 2020 due to the increase in miscellaneous expenses
and office supplies used for the year.
Interest income decreased from ₱11 million for the year ended December 31, 2020 to ₱7 million for the
year ended December 31, 2021. The 33.0% decrease resulted from the lower interest earned from in cash
in banks, investments, and receivables of the company for the year.
20
December 31, 2020 to ₱78 million in the year ended December 31, 2021. This is due to a lower balance
of bank loans of the company for the year as principal payments were made during the year thus reducing
interest charges.
Tax expense for the year ended December 31, 2021 was ₱212 million a decrease of 16.4% from the ₱254
million for the year ended December 31, 2020. This was due primarily to the lower tax rate for the year.
operations.
Revenues
Revenues slightly decreased by 1.5% to ₱1,977 million for the year ended December 31, 2020 from ₱2,006
million for the year ended December 31, 2019.
The 1.5% decrease in the account was primarily attributable to the decrease in foot traffic in the malls as a
result of the lockdowns imposed during the year, as well as the following:
• Rental income increased by 4.0% from ₱1,838 million for the year ended December 31, 2019 to
₱1,912 million for the year ended December 31, 2020. The increase was due to the annual escalation
of lease rates. Our malls were resilient even at the height of the pandemic mainly due to our tenant
mix being essential and they are mostly community malls.
• Parking fees decreased by 1.9% to ₱20.8 million for the year ended December 31, 2020 from ₱21.1
million for the year ended December 31, 2020 primarily driven by the lower number of vehicles
using parking space compared to the same period of 2019 due to the lockdown.
• Other operating income decreased from ₱147 million for the year ended December 31, 2019 to ₱44
million for the year ended December 31, 2020. The 69.9% decrease was due to the decrease in
administrative fees and other fees charged to tenants such as billboards and other collaterals
classified as other operating income due to the lockdown.
Costs and Expenses
Cost and expenses decreased from ₱1,239 million for the year ended December 31, 2019 to ₱1,053 million
for the year ended December 31, 2020. The 15.0% decrease in the account was primarily attributable to the
following:
• General and administrative expenses decreased by 12.7% to ₱1,027 million for the year ended
December 31, 2020 from ₱1,177 million for the year ended December 31, 2019. Primarily, the
decrease was due to the decrease in demand for light and power and outside services since there is
less foot traffic in 2020 compared to the previous year.
• Marketing expenses decreased by 59.2% to ₱14 million for the year ended December 31, 2020 from
₱33 million for the year ended December 31, 2019 due to the shift to digital marketing.
21
• Other operating expenses decreased by 56.8% to ₱12 million for the year ended December 31, 2020
from ₱29 million for the year ended December 31, 2019 due to the decrease in miscellaneous
expenses and office supplies used for the year.
Other Income and Expenses
Interest income increased from ₱7 million for the year ended December 31, 2019 to ₱11 million for the year
ended December 31, 2020. The 56.9% increase resulted from the higher interest earned from deposits for the
year.
Interest expense and other financing charges decreased by 5.5% from ₱92 million in the year ended December
31, 2019 to ₱87 million in the year ended December 31, 2020. This was due to a lower balance of bank loans
of the company for the year as principal payments were made during the year thus reducing interest charges.
Provision for Income Tax
Tax expense for the year ended December 31, 2020 was ₱254 million an increase of 24.2% from ₱205 million
for the year ended December 31, 2019. This was due primarily to the higher taxable income recorded for the
year.
Net Income
As a result of the foregoing, net income increased by 24.2% to ₱593 million in the year ended December 31,
2020 from ₱477 million in the year ended December 31, 2019.
operations.
FINANCIAL CONDITION
Total assets as of December 31, 2020 were ₱19,664 million compared to ₱19,851 million as of December 31,
2019, or a 0.9% decrease. This was due to the following:
• Cash decreased by 89.2% from ₱193 million as of December 31, 2019 to ₱21 million as of December
31, 2020 due to cash usage for the period. Cash usage represents net cash used in the investing at
₱119 million and net cash used in financing at ₱950.16 million.
• Receivables, including noncurrent portion increased by 38.1% from ₱1,238 million as of December
31, 2019 to ₱1,710 million as of December 31, 2020 due to the increase in receivables from tenants
and accrued rent receivables.
• Property and equipment increased by 14.8% from ₱30 million as of December 31, 2019 to ₱35
million as of December 31, 2020 due to the acquisitions made during the year.
• Investment Properties – net decreased by 2.3% from ₱16.8 million as of December 31, 2019 to ₱16.5
million as of December 31, 2020 due primarily to the depreciation recognized for the year.
22
• Other assets, including noncurrent portion decreased by 6.5% from ₱1,550 million as of December
31, 2019 to ₱1,449 million as of December 31, 2020 due to the decrease in input vat and prepaid
expenses.
Total liabilities as of December 31, 2020 were ₱2,506 million compared to ₱2,557 million as of December
31, 2019, or a 2.0% decrease. This was due to the following:
• Accounts and other payables increased by 21.3% from ₱382 million as of December 31, 2019 to
₱464 million as of December 31, 2020 due to the increase in accounts payable to contractors and
accrued expenses.
• Security deposits and advance rent decreased by 31.5% from ₱439 million as of December 31, 2019
to ₱301 million as of December 31, 2020 due to the settlements of deposits and advances for the
year.
• Income tax payable decreased by 12.3% from ₱117 million as of December 31, 2019 to ₱103 million
as of December 31, 2020 due to the settlements made during the year.
• Bank loans, including noncurrent portion decreased by 19.9% from ₱711 million as of December
31, 2019 to ₱569 million as of December 31, 2020 due to settlements made during the year.
• Pension liability increased by 36.2% from ₱5 million as of December 31, 2019 to ₱7 million as of
• Deferred tax liabilities – net posted an increase of 43.0% from ₱258 million as of December 31,
2019 to ₱368 million as of December 31, 2020 due to increase in temporary differences for the
period that will eventually result to future tax liability.
• Other noncurrent liabilities increased by 18.1% from ₱231 million as of December 31, 2019 to ₱273
million as of December 31, 2020 due to increase in advance rent and construction bond.
Total stockholder’s equity decreased by 0.8% from ₱17,294 million as of December 31, 2019 to ₱17,158
million as of December 31, 2020 to due to the equity transactions recorded for the year.

Debt ratio (b) 0.03:1 0.04:1
Return on equity (c) 0.03:1 0.03:1
Net Profit Margin (d) 0.30% 0.24%
EBITDA (e) 1,524.67 1,389.05
Notes:
(b) Debt Ratio is computed by dividing interest bearing debt by the total assets. Interest bearing debt includes current and noncurrent portion of
Bank loans,
(c) Return on equity is computed by dividing net income by the total equity.
(e) EBITDA is computed as net income before interest expense, provision for income taxes, depreciation and amortization.
Because there are various calculation methods for the performance indicators above, the Company’s presentation of such may not be comparable to similarly titled
measures used by other companies.
Current ratio as of December 31, 2020 increased from that of December 31, 2019 due to the increase in
current asset from receivables classified as current.
The decrease in debt ratio was due to the decrease in total asset and the decrease in interest bearing debt.
Return on equity remains the same for the year.
23
Net Profit Margin increased due to the higher net income for the year.
EBITDA increased due to the higher net income for the year.
Cash decreased by 89.2% from ₱193 million as of December 31, 2019 to ₱21 million as of December
31, 2020 due to cash usage for the period. Cash usage represents net cash used in the investing at ₱119
million and net cash used in financing at ₱950.16 million.
Receivables, including noncurrent portion increased by 38.1% from ₱1,238 million as of December 31,
2019 to ₱1,710 million as of December 31, 2020 due to the increase in receivables from tenants and
accrued rent receivables.
Property and equipment increased by 14.8% from ₱30 million as of December 31, 2019 to ₱35 million
as of December 31, 2020 due to the acquisitions made during the year.
Other assets, including noncurrent portion decreased by 6.5% from ₱1,550 million as of December 31,
2019 to ₱1,449 million as of December 31, 2020 due to the decrease in input vat and prepaid expenses.
Accounts and other payables increased by 21.3% from ₱382 million as of December 31, 2019 to ₱464
million as of December 31, 2020 due to the increase in accounts payable to contractors and accrued
expenses.
Security deposits and advance rent decreased by 31.5% from ₱439 million as of December 31, 2019 to
₱301 million as of December 31, 2020 due to the settlements of deposits and advances for the year.
Income tax payable decreased by 12.3% from ₱117 million as of December 31, 2019 to ₱103 million as
of December 31, 2020 due to the settlements made during the year.
Bank loans, including noncurrent portion decreased by 19.9% from ₱711 million as of December 31,
2019 to ₱569 million as of December 31, 2020 due to settlements made during the year.
Pension liability increased by 36.2% from ₱5 million as of December 31, 2019 to ₱7 million as of
Deferred tax liabilities – net posted an increase of 43.0% from ₱258 million as of December 31, 2019 to
₱368 million as of December 31, 2020 due to increase in temporary differences for the period that will
eventually result to future tax liability.
Other noncurrent liabilities increased by 18.1% from ₱231 million as of December 31, 2019 to ₱273
million as of December 31, 2020 due to increase in advance rent and construction bond.
Other operating income decreased from ₱147 million for the year ended December 31, 2019 to ₱44
million for the year ended December 31, 2020. The 69.9% decrease was due to the decrease in
administrative fees and other fees charged to tenants such as billboards and other collaterals classified as
other operating income due to the lockdown.
General and administrative expenses decreased by 12.7% to ₱1,027 million for the year ended December
31, 2020 from ₱1,177 million for the year ended December 31, 2019. Primarily, the decrease was due to
the decrease in demand for light and power and outside services since there is less foot traffic in 2020
compared to the previous year.
Marketing expenses decreased by 59.2% to ₱14 million for the year ended December 31, 2020 from ₱33
million for the year ended December 31, 2019 due to the shift to the digital marketing.
24
Other operating expenses decreased by 56.8% to ₱12 million for the year ended December 31, 2020 from
₱29 million for the year ended December 31, 2019 due to the decrease in miscellaneous expenses and
office supplies used for the year.
Interest income increased from ₱7 million for the year ended December 31, 2019 to ₱11 million for the
year ended December 31, 2020. The 56.9% increase resulted from the higher interest earned from
deposits for the year.
December 31, 2019 to ₱87 million in the year ended December 31, 2020. This was due to a lower balance
of bank loans of the company for the year as principal payments were made during the year thus reducing
interest charges.
Tax expense for the year ended December 31, 2020 was ₱254 million an increase of 24.2% from ₱205
million for the year ended December 31, 2019. This was due primarily to the higher taxable income
recorded for the year.
Commitments and Contingencies
The Company is contingently liable with respect to guarantees arising in the ordinary course of business,
including surety bonds, letters of guarantee for performance and bonds for its entire real estate project.
The Philippines continues to experience economic difficulties relating to currency fluctuations, volatile stock
markets and slowdown in growth. Management is of the opinion that losses, if any, from these events and
conditions will not have material effects on the Company’s financial statements.
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 registrant shall indicate balance sheet conditions or an income or cash flow item that it
believes may be indicators of its liquidity condition.
The Company sources its capital requirements through a mix of internally generated cash, bank borrowings
and advances from parent company. The Company does not expect any material cash requirements beyond
the normal course of the business.
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, except for those items disclosed in the 2022 Audited Financial Statements.
There are no material off-balance sheet transactions, arrangements, obligations (including contingent
obligations), and other relationships of the company with unconsolidated entities or other persons created
during the reporting period except those disclosed in the 2022 Audited Financial Statements.
Item 7. Financial Statements
The Financial Statements of the Company as of and for the year ended December 31, 2022 are incorporated
herein in the accompanying Index to Financial Statements and/Supplementary Schedules.
25
Item 8. Information on Independent Accountant and Other Related Matters
Independent Public Accountant
SGV & Co., independent certified public accountants, audited the Company's financial statements without
qualification as of and for the years ended December 31, 2020, 2021 and 2022, included in this report. Cyril
Jasmin B. Valencia is the current audit partner for the Company.
External Audit Fees and Services
External Audit Fees
The following table sets out the aggregate fees billed for each of the last two years for professional services
rendered by SGV & Company.
2022 2021
(In P Millions with VAT)
Audit and Audit-Related Fees:
Fees for services that are normally provided by the external auditor in
connection with statutory and regulatory filings or engagements P 4.87 P 0.12
All other fees ̶ ̶
Total P 4.87 P 0.12
SGV & Company do not have any direct or indirect interest in the Company.
Tax Fees
Tax accounting, compliance, advice, planning and other form of tax services are not rendered by the appointed
external auditor of the Company, but are secured from other entities.
All Other Fees
The appointed External Auditor of the Company does not render and/or provide product or service to the
Company other than those provided under the caption “External Audit Fees”.
Audit Committee’s Approval Policies and Procedure for the Services of the External Auditor
The scope, extent and nature of the services to be referred to, and/or to be rendered by, the appointed External
Auditor of the Company has to be unanimously approved by the Audit Committee in a meeting duly called
for the purpose, including the fees to be paid for the services thus rendered and/or referred. In relation to the
audit of the Company's annual financial statements, the Company's Corporate Governance Manual provides
that the audit committee shall, among other activities (i) evaluate significant issues reported by the external
auditors in relation to the adequacy, efficiency and effectiveness of policies, controls, processes and activities
of the Company; (ii) ensure that other non-audit work provided by the external auditors are not in conflict
with their functions as external auditors; and (iii) ensure the compliance of the Company with acceptable
auditing and accounting standards and regulations.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
The Company has adopted some revisions and annual improvements to the PFRS (Philippine Financial
Reporting Standards) that are relevant to the Group and effective for the financial statements beginning on or
after January 1, 2018 as discussed in Note 3 of the Notes to Financial Statements for the years ended
December 31, 2022, 2021 and 2020.
As such, the comparative amounts contained in the audited financial statements may differ from those
previously presented in the financial statements for the year ended December 31, 2022, 2021 and 2020.
26
There are no disagreements with auditors on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, if not resolved to their satisfaction, would have
caused the auditors to make reference thereto in their reports on the financial statements of the Company.
27
PART III – CONTROL AND COMPENSATION INFORMATION
Item 9. Directors and Executive Officers of the Issuer
Board of Directors and Executive Officers
The table below sets forth the members of the Company's Board and Executive Officers as of December 31,
2022.
NAME AGE POSITION CITIZENSHIP
Jerylle Luz C. Quismundo 59 Chairman Filipino

Manuel Paolo A. Villar 46 Director, President & Chief Filipino
Executive Officer
Brian N. Edang 44 Director Filipino
Melissa Camille Z. Domingo 36 Director, Treasurer, Chief Filipino
Financial Officer & Head,
Investor Relations
Justina F. Callangan 70 Independent Director Filipino
Leticia A. Moreno 62 Independent Director Filipino
Raul Juan N. Esteban 61 Independent Director Filipino
Gemma M. Santos 61 Corporate Secretary Filipino
Ma. Nalen SJ. Rosero 52 Assistance Corporate Filipino
Secretary, Chief Legal
Counsel, Compliance
Officer & Chief Information
Officer
Marilyn S. Oblena 41 Chief Audit Executive Filipino
Mayumi Mitzi L. Arao 44 Data Protection Officer Filipino
Rowena B. Bandigan 45 Chief Accountant Filipino
* Business Experience of the named directors and officers covers the past five (5) years.
Jerylle Luz C. Quismundo, Chairman of the Board. Ms. Quismundo, 59, graduated cum laude with
a degree in Bachelor of Science in Business Economics from the University of the Philippines Diliman
in 1983. She took her Master in Business Administration from the same university in 1989. She has
held various positions under the M.B. Villar Group of Companies since1989 and is the incumbent
President of various Vista Land and Lifescapes, Inc. subsidiaries including Brittany Corporation,
Camella Homes, Inc. Vista Residences, Inc., and Crown Asia Properties, Inc.
Manuel Paolo A. Villar, Director and President & Chief Executive Officer. Mr. Villar, 46, graduated
from the Wharton School of the University of Pennsylvania, Philadelphia, USA with a Bachelor of
Science in Economics and Bachelor of Applied Science in 1999. He was an Analyst for McKinsey
&Co. in the United States from 1999 to 2001. He joined Vista Land in 2001 as Head of Corporate
Planning then became its Chief Financial Officer in 2008. He was elected President, Chief Executive
Officer, Director, and Vice Chairman of Vista Land and Lifescapes, Inc. (listed company) in July 2011
and President of Vistamalls, Inc. (listed company) in June 2019. In addition, he is the CEO and
Chairman of St. Augustine Gold and Copper Limited and Chairman of TVI Resources Development
Philippines, Inc., Powersource Phils Development Corp. and the Chairman of Vista Land subsidiaries
Camella Homes, Inc., Communities Philippines, Inc., Crown Asia Properties, Inc., Brittany
Corporation, Vista Residences, Inc. Mr. Villar also is the majority shareholder of Prime Asset
Ventures, Inc., and a director of Fine Properties, Inc,
Brian N. Edang, Director. Mr. Edang, 44, is a Certified Public Accountant. He graduated cum laude
with a Bachelor of Science in Accountancy from the University of St. La Salle - Bacolod. He is
currently the Treasurer and Director of the following companies: Vista Residences, Inc., Brittany
Corporation, Crown Asia Properties, Crown Asia Properties, Inc., Communities Philippines, Inc., and
Camella Homes, Inc. Prior to joining the group, he was with SGV & Co. (EY Philippines) as an external
auditor from 1999 to 2004. He is the Head Investor Relations of Vista Land and Lifescapes, Inc. from
2007 up to present, and the Chief Financial Officer of Vista Land & Lifescapes, Inc. since November
2018. Mr. Edang is a member of the Philippine Institute of Certified Public Accountants (PICPA) and
the Financial Executives Institute of the Philippines (FINEX).
28
Melissa Camille Z. Domingo, Chief Financial Officer, Treasurer, and Head, Investor Relations. Ms.
Domingo, 36, graduated cum laude from the University of the Philippines with the degree of Bachelor
of Science in Business Administration & Accountancy in 2008. She is a Certified Public Accountant.
In 2011, she took the Certified Internal Auditor examination and was part of the Top 50 successful
examinees globally. Prior to joining Vista Land in 2013 as Senior Financial Analyst, she was with SGV
& Co. (EY Philippines) as Associate Director. She was the Finance Head of Vista Land until she
assumed the Chief Audit Executive position in June 2019, which she concurrently holds.
Justina F. Callangan, Independent Director. Atty. Callangan, 70, graduated cum laude with a degree
in Bachelor of Arts in Political Science in the University of the East in 1973. She received her degree
in Bachelor of Laws from San Sebastian College in 1980. She served as the Consultant in the Listings
Department of the Philippine Stock Exchange from 2018 to 2019, and Director of the Corporate
Governance and Finance Department of the Securities and Exchange Commission from 2012 to 2017.
She currently works as a Consultant in Divina Law Office, ASA Philippines Foundation, Inc. and a
Director of the Securities Investors Protection Fund, Inc. From November 2018 to December 2019,
Atty. Callangan served as consultant in the Listings Department of the Philippine Stock Exchange. Ms.
Callangan also serves as the Independent Director of ORIX Metro Leasing and Finance Corporation
(regulated company) and Vista Land & Lifescapes, Inc. (listed company). She is also nominated as the
Independent Director of the AIB Money Market Fund (regulated company).
Leticia A. Moreno, Independent Director. Ms. Moreno, 62, graduated with a degree in Bachelor of
Science in Business Economics from the University of the Philippines Diliman in 1982. She also
received her Master of Business Administration from the same university in 1990. She was with the
Corporate Banking Center of the Union Bank of the Philippines as a relationship manager. Before
retiring in 2020, Ms. Moreno held the position of First Vice President of the Union Bank of the
Philippines.
Raul Juan N. Esteban, Independent Director. Mr. Esteban, 61, graduated from the Ateneo de Manila
University with a degree of Bachelor of Science in Management Engineering. He became a brand
manager of Unilever Philippine from 1983 to 1986. He was the Country Representative of PPF (A
Subsidiary of Unilever) from 1986 to 1988. He was Founding Partner of AGB-Nielsen Philippines and
was Chairman until 2012. He held various positions in the Advertising Board of the Philippines,
Advertising Congress, MORES (Marketing & Opinion Research Society of the Philippines) and
ESOMAR (World Association of Marketing, Social, and Opinion Research) from 2000 to present.
Currently, he is the Managing Director of Philippine Survey and Research Center Inc. Mr. Esteban is
currently an independent director of Vistamalls, Inc. (listed company) and AllDay Marts, Inc. (listed
company).
Gemma M. Santos, Corporate Secretary. Atty. Santos, 61, graduated cum laude with the degree of
Bachelor of Arts, Major in History from the University of the Philippines in 1981, and with the degree
of Bachelor of Laws also from the University of the Philippines in 1985. She is a practicing lawyer,
and was a Senior Partner at Picazo Buyco Tan Fider & Santos Law Offices until 2017. She currently
serves as a Special Counsel at the same firm. She is also the Corporate Secretary of Vista Land &
Lifescapes, Inc., Golden MV Holdings, Inc. and Fine Properties, Inc., and a director of Bulacan Water
District, Philippine Associated Smelting and Refining Corporation (PASAR).
Ma. Nalen S.J. Rosero, Assistant Corporate Secretary and Chief Compliance Officer. Atty. Rosero,
52, graduated salutatorian from the San Beda College of Law in 1997. She is currently the Corporate
Secretary and a Director of the following companies: Household Development Corporation, Brittany
Corporation, Crown Asia Properties, Vista Residences, Inc., Communities Philippines, Inc., Camella
Homes, Inc., Mandalay Resources, Inc., Prima Casa Land & Houses, Inc., Vista Leisure Club, Inc.,
and Brittany Estates Corporation. She is also a Director of Manuela Corporation and Masterpiece
Properties, Inc., and the Corporate Secretary of Vistamalls, Inc. From 1997 to 2000, she was an
Associate in the Litigation Group of Angara Abello Concepcion Relaga & Cruz (ACCRA) Law
Offices. On September 11, 2013, Atty. Rosero was designated as Compliance Officer and Chief
Information Officer of Vista Land and Lifescapes, Inc.
Marilyn S. Oblena, Chief Audit Executive. Ms. Oblena, 41, graduated with a degree in Bachelor of
Science in Accountancy from the University of Santo Tomas in 2002. She is a Certified Public
Accountant. Ms. Oblena previously served as the Controller for Property Company of Friends, Inc.
29
from 2010 to 2018. At present, she is the Accounting Head of Masterpiece Asia Properties, Inc. She is
a member of the Philippine Institute of Certified Public Accountants and the Institute of Internal
Auditors – Philippines.
Mayumi Mitzi L. Arao, Data Protection Officer. Atty. Arao, 44, earned her Bachelor of Arts in English
Language Studies from the University of the Philippines in 1999 and graduated from the Arellano University
School of Law in 2015. She served as a Court Attorney VI in the Supreme Court of the Philippines from 2006
to 2013. Atty. Arao is a practicing lawyer at Rosero Sabillo Lazaro Carino Law Offices. She is also a member
of the Integrated Bar of the Philippines.
ROWENA B. BANDIGAN, Chief Accountant. Ms. Bandigan,45, is a Certified Public Accountant. She took
and passed her certification exam in 1999 shortly after graduating with a degree of Bachelor of Science in
Accountancy at PLM (Pamantasan ng Lungsod ng Maynila). She worked as Senior Auditor at Deloitte
Philippines until 2005. Thereafter, she worked in Singapore as Senior Auditor at Foo Kon Tan Grant
Thornton, a member of Grant Thornton International from 2005 to 2009 and as Audit Manager at Moore
Stephens LLP in 2009-2010. She joined Vistamalls, Inc. and its subsidiaries as Chief Accountant in 2010.
Resignation of Directors
Due to the resignation of Ms. Jo Marie C. Lazaro-Lim as Director and Corporate Secretary and Ms. Rowena
B. Bandigan as Director effective 16 March 2022, Ms. Melissa Camille Z. Domingo and Ms. Justina F.
Callangan were elected as Directors on the same date. Ms. Callangan was elected as Independent Director.
Due to the resignation of Mr. Manuel Paolo A. Villar as Chairman of the Board and Ms. Jerylle Luz C.
Quismundo as President effective 16 March 2022, the board thereafter elected Ms. Jerylle Luz. C. Quismundo
as the Chairman of the Board and Mr. Manuel Paolo A. Villar as the President and Chief Executive Officer
of the Corporation.
No Director has resigned or declined to stand for re-election to the Board of Directors since the date of the
last annual stockholders’ meeting due to disagreement with the Registrant on any matter relating to the
Registrant’s operations, policies or practices.
Family relationships
None of the Company’s Director or Executive Officer is related to the others by consanguinity or affinity
within the fourth civil degree.
Involvement in Certain Legal Proceedings of Directors and Executive Officers
None of the Directors and Executive Officers is involved in any material pending legal proceedings in any
court or administrative agency of the government.
None of them has been involved in any bankruptcy petition.
None of them has been convicted by final judgment in a criminal proceeding or being subject to any pending
criminal proceeding, both domestic and foreign.
None of them has been subject to any order, judgment or decree of any court of competent jurisdiction (both
domestic and foreign) permanently or temporarily enjoining, barring, suspending or likewise limiting their
involvement in any type of business, securities, commodities or banking activities.
None of them has been found by a domestic or foreign court of competent jurisdiction (in a civil action), by
the Commission or comparable body, or by a domestic or foreign exchange or organized trading market or
self-regulatory organization, to have violated a securities or commodities law or regulation.
Item 10. Executive Compensation
Our key officers, namely: Ms. Jerylle Luz C. Quismundo, Mr. Manuel Paolo A. Villar, Mr. Brian N. Edang,
Ms. Melissa Camille Z. Domingo and Ms. Marilyn S. Oblena, are also serving as officers of Vista Land. They
30
do not receive any compensation from our Company. The compensation of these officers is paid by Vista
Land.
There are no other executive officers other than aforementioned.
Standard arrangements
Other than payment of reasonable per diem P =50,000 per non-executive director for every meeting, there are
no standard arrangements pursuant to which directors of the Company are compensated, or are to be
compensated, directly or indirectly by the Company’s subsidiaries, for any services provided as a director for
2021 and 2022.
Other arrangements
There are no other arrangements pursuant to which any director of the Company was compensated, or is to
be compensated, directly or indirectly by the Company’s subsidiaries, during 2021 and 2022 for any service
provided as a director.
Employment Contracts and Termination of Employment and Change in Control Arrangements
There are no special employment contracts between the Company and the named executive officers.
Warrants and options held by the executive officers and directors
There are no outstanding warrants or options held by the Company’s named executive officers, and all officers
and directors as a group.
Item 11. Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Record and Beneficial Owners
Security ownership of certain record and beneficial owners of more than 5.0% of the voting securities as of
December 31, 2022:
Name of
Beneficial Owner
Name/Address of Record /Relationship
Title of Class Owners and Relationship with Record No. of Shares % of
of Securities with Us Owner Citizenship Held Ownership1
Common Masterpiece Asia Properties, Record Owner Filipino 2,472,009,663 32.9601%
Shares Inc. is also
beneficial
3rd Floor, Starmall, CV Starr Owner
Avenue, Philamlife Village,
Pamplona, Las Piñas City
Shareholder
Common Vista Residences Inc. Record Owner Filipino 1,305,247,888 17.4033%
Shares is also
LGF Bldg B, Evia Lifestyle beneficial
Center, Vista City, Daang Owner
Hari, Almanza II, Las Piñas
City
Shareholder
Common Record Owner

Shares is also
Manuela Corporation beneficial Filipino 444,235,220 5.9231%
3rd Floor, Starmall, CV Starr Owner
Avenue, Philamlife Village,
Pamplona, Las Piñas City
Shareholder
1
Based on the total issued and outstanding common shares of 7,500,000,000 as of December 31, 2022
31
Security Ownership of Management
Security ownership of certain management as of December 31, 2022:
Amount &
Nature of Percent of
Title of Class Name of Beneficial Owner Beneficial Citizenship
Class
Ownership
Manuel Paolo A. Villar
Common C. Masibay Street, BF Resort 4,500,000 -
Filipino .06%
Shares Village, Las Piñas City Indirect4
Jerylle Luz C. Quismundo

Common #15 Garnet Ext., Doña Juana, 500,000 –
Filipino .0067%
Shares Rosario, Pasig City Indirect4
Brian N. Edang
Common Blk 11 Lot 11 Pigeon St.. 250,000 –
Filipino .0033%
Shares Pacita 2, San Pedro, Laguna Indirect4
Melissa Camille Z. Domingo

Common 62A Labo St., Sta Mesa 62,500 - Direct
Shares Heights, Quezon City Filipino .0008%
Justina F. Callangan
Common B164 L17 Castello St., Casa
Milan Subd., Fairview, Quezon 62,500 - Direct
Shares Filipino .0008%
City
Leticia A. Moreno
240 Lucerne, Pine Crest
Common Condominiums, Aurora Blvd. 62,500 - Direct
Shares corner Balete Drive, Quezon Filipino .0008%
City
Raul Juan N. Esteban
Common 223B Alexandra Condo. 29
Meralco Avenue, Ortigas 62,500 - Direct
Shares Filipino .0008%
Center, Pasig City
Gemma M. Santos
#19 Matungao St., Bulacan, - Filipino -
- Bulacan
Ma. Nalen SJ. Rosero
Block 5 Lot 2A New
Victorianne Row La Posada - Filipino -
- Subdivision, Sucat, Muntinlupa
City
Marilyn S. Oblena
56A Tinio St., Brgy Addition - Filipino -
- Hills, Mandaluyong City
- Mayumi Mitzi L. Arao - Filipino -
4 held through PCD Nominee Corporation
32
Unit 402, Union Square
Condominium, 145 15th Ave.,
Cubao, Quezon City
AGGREGATE SHAREHOLDINGS 5,500,000 0.0733%
Voting Trust Holders of 5.0% or More
As of December 31, 2022, there is no party holding any voting trust for 5% or more of total shares outstanding.
Changes In Control
As of December 31, 2022, there was no arrangement which may result in a change in control of the Company.
Item 12. Certain Relationships and Related Transactions
As of December 31, 2022, Vista Land (through its subsidiaries) holds 64.64% of the total issued and
outstanding common share capital of the Company. It enters into transactions with associates and related
parties, in its regular course of business. These transactions to and from related parties are made on arm’s
length basis and at current market prices at the time of the transactions.
No transaction, without proper disclosure, was undertaken by the Company in which any Director or
Executive Officer, nominee for election as Director, or any member of its immediate family was involved or
had a direct or indirect material interest.
No single Director or Executive Officer, nominee for election as Director, or any member of their immediate
family owns or holds more than 10% of the Company’s voting shares.
Please refer to Notes on Related Party Transactions of the Notes to Financial Statements of the 2022 Audited
Financial Statements, which is incorporated herein in the accompanying Index to Exhibits.
33
PART IV – CORPORATE GOVERNANCE
Item 13. Corporate Governance
To be disclosed separately.
34
PART V – EXHIBITS AND SCHEDULES
Item 15. Exhibits and Reports on SEC Form 17 A
Exhibits
See accompanying Index to Financial Statements and Supplementary Schedules.
The following exhibit is incorporated by reference in this report:
Consolidated Financial Statements of the Company as of and for the year ended December 31, 2022.
The other exhibits, as indicated in the Index to Financial Statements and Supplementary Schedules are either
not applicable to the Company or require no answer.
Reports on SEC Form 17-C
The following current reports have been reported by VistaREIT, Inc. during the year 2022 through official
disclosure letters dated:
June 16, 2022

Notice of Pendency of TDs and CCTs
June 17, 24, July 01, 08, 14, 2022

Price Stabilization Activity
June 21, 2022

Postponement of the 2022 Annual Stockholders' Meeting
July 14, 2022

Submission of Pending TDs and CCTs
Price Stabilization Activity - Final Week
July 18, 2022

First Quarterly Progress Report
Calling of the Annual Stockholders’ Meeting
August 15, 2022

Declaration of Cash Dividends
August 16, 2022

Press Release for its Net Income for Q22022.
August 26, 2022

Cash Dividend Advisory
September 01, 2022

Submission of the Pending Tax Declaration for Vista Mall Tanza
September 15, 2022

Results of Annual Stockholders' Meeting
Results of Organizational Board Meeting
October 18, 2022

Second Quarterly Progress Report
35
November 11, 2022
BOD Meeting Resolution 11/11/2022
Reports on SEC Form 17-C, as amended (during the last 6 months)
August 15, 2022

August 18, 2022

Calling of the Annual Stockholders’ Meeting
October 18, 2022

Second Quarterly Progress Report
Sustainability Report
A copy of VREIT’s 2022 Integrated Report, will be available on the link below on or before the date of its Annual
Stockholders’ Meeting on July 05, 2023
https://vistareit.com.ph/disclosures
36
Annex A
(a) Schedule of Properties as of 30 December 2022
Remaining
Latest Gross Leasable Occupancy
Property and Location Land Lease Leased Area
Appraisal1 Area (GLA) Rate
Term
in Php
Years in sqm in sqm %
millions
Vistamall Las Piñas Main 2,180.47 24.25 20,605.02 20,562.08 100%
Starmall Las Pinas - Annex 581.61 24.25 6,227.53 6,145.38 99%
Starmall San Jose del Monte 4,576.21 24.25 35,664.93 34,221.20 96%
SOMO - A Vista Mall 3,231.26 24.25 31,849.91 30,354.40 95%
Vistahub Molino 2,304.66 24.25 15,631.08 15,631.08 100%
Starmall Talisay - Cebu 1,705.70 24.25 19,643.57 19,643.57 100%
Starmall - Imus 999.39 24.25 12,778.45 12,404.93 97%
Vistamall General Trias 1,677.88 19.75 26,638.45 25,589.39 96%
Vistamall Tanza 784.92 19.75 25,012.82 23,221.71 93%
Vistamall Pampanga 1,623.94 24.25 25,526.84 24,038.63 94%
Vistahub BGC 4,116.11 - 20,742.42 20,143.14 97%
Vistamall Antipolo 1,513.13 24.25 16,082.93 15,479.01 96%
TOTAL 25,295.30 256,403.95 247,434.52 97%
1
December 31, 2022
Annex A: Disbursements for the Year 2022
Amount Spent Disbursing
Project Location
Q2-2022 Q3-2022 Q4-2022 Entity
Masterpiece Asia
Vista Estate Bacoor, Cavite 3,541,346 9,720,514 648,747
Properties, Inc.
Dasmariñas, Masterpiece Asia
Vista Estate 19,821,982 5,843,616 11,543,413
Cavite Properties, Inc.
Masterpiece Asia
Vista Estate Caloocan City 2,258,700 - -
Properties, Inc.
Masterpiece Asia
Vista Estate Imus, Cavite* - 340,064 2,208,858
Properties, Inc.
San Jose Del Masterpiece Asia
Vista Estate 5,724,732 18,398,036 645,000
Monte, Bulacan Properties, Inc.
Masterpiece Asia
Vista Estate Silang, Cavite 1,934,357 2,046,429 6,998,929
Properties, Inc.
Hawthorne Vista Residences,
Metro Manila 105,519,749 56,518,479 94,203,783
Heights Inc.
Vista Residences,
Vista Pointe Metro Manila 71,802,242 74,659,035 36,714,550
Inc.
Vista Residences,
Vista Recto Metro Manila 22,750,905 20,454,071 17,354,026
Inc.
Plumeria Vista Residences,
Metro Manila 102,268,666 145,908,391 170,265,179
Heights Inc.
Crown Asia
Spectrum Metro Manila 35,973,567 59,353,059 33,279,109
Properties, Inc.
Valenza Crown Asia
Laguna 277,040 - 4,084,385
Mansions Properties, Inc.
Household
Hermosa Metro Manila 49,954,089 37,580,636 55,385,948 Development
Corporation
Household
The
Metro Manila 17,427,153 27,827,561 36,734,686 Development
Courtyard
Corporation
Household
Vista Estate Cavite 67,900,019 60,911,939 11,663,409 Development
Corporation
Household
Vista Estate Laguna 24,088,917 22,388,893 9,723,419 Development
Corporation
TOTAL ₱531,243,464 ₱541,950,723 ₱491,453,441
* Vista Estate - Imus, Cavite - Commercial Building - Community Mall – Total Planned Use for One Year amounting to Php. 59.64M
SyCip Gorres Velayo & Co. Tel: (632) 8891 0307
6760 Ayala Avenue Fax: (632) 8819 0872
1226 Makati City ey.com/ph
Philippines
STRICTLY CONFIDENTIAL
REPORT OF FACTUAL FINDINGS
VistaREIT, INC.
Lower Ground Floor, Building B,
Evia Lifestyle Center, Daang Hari, Almanza Dos
Attention: Mr. Brian N. Edang

Chief Financial Officer and Head of Investor Relations
Vista Land & Lifescapes, Inc.
Ms. Melissa Camille Z. Domingo

Chief Financial Officer and Head of Investor Relations
VistaREIT, Inc.
Dear Mr. Edang and Ms. Domingo:
We have performed the procedures agreed with you and enumerated below with respect to the attached
Quarterly Progress Report as at June 30, 2022 covering periods from June 15, 2022 to June 30, 2022 on
the application of proceeds from the Initial Public Offering (“IPO”) of VistaREIT, Inc. (the “Company”)
via secondary offering on June 15, 2022. The procedures were performed solely to enable the Company
to comply with the Philippine Stock Exchange Inc.’s (PSE) requirement to submit an external auditor’s
certification on the information being presented by the Company relating to the use of proceeds. Our
engagement was undertaken in accordance with the Philippine Standard on Related Services 4400,
Engagements to Perform Agreed-Upon Procedures Regarding Financial Information. These agreed-
upon procedures and results thereof are summarized as follows:
1. Obtain the Quarterly Progress on Application of Proceeds from the Initial Public Offering (“IPO”) of
VistaREIT, Inc. via Secondary Offering (the “Schedule”) and perform the following:
 Check the mathematical accuracy of the Schedule;
 Compare the net proceeds received in the Schedule to the bank statement noting the date
received and amount recorded;
A member firm of Ernst & Young Global Limited

-2-
• Compare the additions and disbursements in the Schedule with the schedule of application of
proceeds;
• On a sample basis, trace additions and disbursements to the supporting documents such as
progress billings, bank statements, invoices and official receipts, and agree the amount to the
accounting records; and
• On a sample basis, inquire into and identify the nature of the additions and disbursements.
Check if the disbursements were classified consistently according to its nature based on the
schedule of planned use of proceeds from the secondary offering.
We report our findings below:
1. We checked the mathematical accuracy of the Schedule. No exceptions noted.
2. We compared the net proceeds received in the Schedule to the bank statement noting the date
received and amount recorded. No exceptions noted.
3. We compared the additions and disbursements in the Schedule with the schedule of application of
proceeds. No exceptions noted.
4. On a sample basis, we traced additions and disbursements to the supporting documents such as
progress billings, bank statements, invoices and official receipts, and agreed the amount to the
accounting records. We noted that the Company disbursed a total of P =531,243,464 for the periods
from June 15, 2022 up to June 30, 2022. No exceptions noted.
5. On a sample basis, we inquired into and identified the nature of the additions and disbursements. We
checked if the disbursements were classified consistently according to its nature based on the
schedule of planned use of proceeds from the secondary offering. No exceptions noted.
Because the above procedures do not constitute either an audit or a review made in accordance with
Philippine Standards on Auditing (PSA) of the Philippine Standards on Review Engagements (PSRE),
respectively, we do not express any assurance on the accounts of the Company or its financial statements,
taken as a whole.
Had we performed additional procedures or performed an audit or review of the financial statements in
accordance with PSA or PSRE, other matters might have come to our attention that would have been
reported to you.

-3-
Our report is intended solely for the purpose set forth in the first paragraph of this report and for your
information and is not to be used for any other purpose or to be distributed to any other parties who have
not agreed to the procedures and taken responsibility for the sufficiency of the procedures for their
purposes. This report is related only to the report of the Company’s use of proceeds from the offering and
items specified above and do not extend to any financial statements of the Company taken as a whole.
SYCIP GORRES VELAYO & CO.
Cyril Jasmin B. Valencia

Partner
CPA Certificate No. 90787
Tax Identification No. 162-410-623
BOA/PRC Reg. No. 0001, August 25, 2021, valid until April 15, 2024
SEC Partner Accreditation No. 90787-SEC (Group A)
Valid to cover audit of 2021 to 2025 financial statements of SEC covered institutions
SEC Firm Accreditation No. 0001-SEC (Group A)
Valid to cover audit of 2021 to 2025 financial statements of SEC covered institutions
BIR Accreditation No. 08-001998-074-2020, December 3, 2020, valid until December 2, 2023
PTR No. 8854378, January 3, 2022, Makati City
July 15, 2022

VREIT Annual Report 31 Dec 2022 PSE

Uploaded by

Copyright:

Available Formats

VREIT Annual Report 31 Dec 2022 PSE

Uploaded by

Document Information

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

VREIT Annual Report 31 Dec 2022 PSE

Uploaded by

Copyright:

Available Formats

April 28, 2023

PHILIPPINE STOCK EXCHANGE

Attention: Ms. Alexandra D. Tom Wong

SECURITIES AND EXCHANGE COMMISSION

Attention: Dir. Vicente Graciano P. Felizmenio Jr.

Subject: VistaREIT, Inc.: SEC Form 17A – December 31, 2022

Melissa Camille Z. Domingo

Principal Office (No./Street/Barangay/City/Town/Province)

CONTACT PERSON INFORMATION

FORM TYPE Department requiring report Secondary License Type, If

(To be accomplished by SEC personnel)

File No. _____________

SEC FORM 17-A

ANNUAL REPORT PURSUANT TO SECTION 17

1. For the fiscal year ended December 31, 2022

2. SEC Identification Number CS202006725

3. BIR Tax Identification No. 010-510-144-000

4. Exact name of issuer as specified in its charter VISTAREIT, INC.

6. Industry Classification Code (SEC Use Only)

7. Lower Ground Floor, Building B, EVIA Lifestyle Center, Vista City,

10. Securities registered pursuant to Sections 4 and 8 of the RSA

Title of Each Class Number of Shares of Common Stock Outstanding

11. Are any or all of these securities listed on a Stock Exchange?

Name of Stock Exchange: Philippine Stock Exchange

12. Check whether the issuer:

P 4.37 Billion as of December 31, 2022

APPLICABLE ONLY TO ISSUERS INVOLVED IN

Yes [ ] No [ x ] NOT APPLICABLE

DOCUMENTS INCORPORATED BY REFERENCE

PART I – BUSINESS .................................................................................................................................... 5

Amendment of the Articles of Incorporation

Description of the Business of the Registrant and its Sponsors

Distribution Methods of Products

Brand Nice Registration Application Filing Date Registration Expiration

Bankruptcy, Receivership or Similar Proceeding

Material Reclassification, Merger, Consolidation or Purchase or Sale of a Significant Amount of Assets

Dependence on a Few Major Customers

Effect of Existing or Probable Governmental Regulations

Compliance with Environmental Laws

Costs and Effects of Compliance with Environmental Laws

Research and Development Costs

Risks related to the Companies Business

BUILDING AND IMPROVEMENTS

Location Owner Use

Item 3. Legal Proceedings

Item 4. Submission of Matters to a Vote of Security Holders

2023 2022 2021 2020

Price Information as of the Latest Practicable Trading Date

Trading Date High Low Close

24 April 2023 1.65 1.65 1.64

Recent Sale of Unregistered Securities

Item 6. Management’s Discussion and Analysis

REVIEW OF YEAR END 2022 VS YEAR END 2021

Fair value changes in investment properties

Costs and Expenses

Benefit from Income Tax

As of December 31, 2022 vs. December 31, 2021

Key Performance Indicators 12/31/2022 12/31/2021

REVIEW OF YEAR END 2021 VS YEAR END 2020

Costs and Expenses