COVER SHEET 1 7 0 9 5 7 SEC Registration Number F I L I N V E S T L A N D , I N C . A N D S U B S I D I A S a n J u a n , R I E S (Company’s Full Name) 1 7 3 P . G o m e z t r o M a n i l a S t r e e t , M e (Business Address: No. Street City/Town/Province) Atty. Ma. Michelle Tibon-Judan 727-0431 (local 297) (Contact Person) (Company Telephone Number) 0 9 3 0 Month Day 2 0 0 8 1 7 - Q (Form Type) Month (Fiscal Year) Day (Annual Meeting) (Secondary License Type, If Applicable) Dept. Requiring this Doc. Amended Articles Number/Section Total Amount of Borrowings Total No. of Stockholders Domestic Foreign To be accomplished by SEC Personnel concerned File Number LCU Document ID Cashier STAMPS Remarks: Please use BLACK ink for scanning purposes. 1 SECURITIES AND EXCHANGE COMMISSION SEC FORM 17-Q QUARTERLY REPORT PURSUANT TO SECTION 17 OF THE SECURITIES REGULATIONS CODE AND SRC RULE 17(2)(b) THEREUNDER 1. For the quarterly period ended 2. SEC Identification Number September 30, 2008 170957 3. BIR Tax ID 000-533-224 4. Exact name of issuer as specified in its charter FILINVEST LAND, INC. Philippines 5. Province, Country or other jurisdiction of incorporation or organization 6. Industry Classification Code: _______ (SEC Use Only) 173 P. Gomez St., San Juan, Metro Manila 7. Address of issuer’s principal office 1500 Postal Code 02-727-04-31 to 39 8. Issuer ‘s telephone number, including area code Not Applicable 9. Former name, former address, and former fiscal year, if changed since last report 10. Securities registered pursuant to Section 8 and 12 of the SRC Title of Each Class Number of shares of Common Stock Outstanding Common Stock, P 1.00 par value 24,254,209,509 Amount of Debt Outstanding 5,059,300,000 11. Are any or all of these securities listed on the Philippine Stock Exchange? Yes x No 2 12. Indicate by check mark whether the issuer: (a) has filed reports required to be filed by Section 17 of the Code and SRC Rule 17 thereunder or Section 11 of the RSA Rule 1(a)-1 thereunder, and Sections 26 and 141 of the Corporation Code of the Philippines, during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports); Yes x No (b) has been subject to such filing requirements for the past 90 days. Yes x No PART 1 – FINANCIAL INFORMATION Item 1. Financial Statements Please refer to Annex A for the Consolidated Financial Statements of Filinvest Land, Inc, and Subsidiaries covering the interim periods as of September 30, 2008 and for the six-month period then ended and as of December 31, 2007 and for the six-month period ended June 30, 2007. Aging Schedule for the Company’s receivables as of September 30, 2008 is also presented in Annex B. FILINVEST LAND INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Basis of Consolidation The consolidated financial statements include the financial statements of the Parent Company and its subsidiaries together with the Group’s proportionate share in its joint ventures. The financial statements of the subsidiaries are prepared for the same reporting period as the Parent Company using consistent accounting policies. The consolidated financial statements include the accounts of Filinvest Land, Inc. and the following subsidiaries and joint ventures: Subsidiaries: Property Maximizer Professional Corp. (Promax) Homepro Realty Marketing, Inc. (Homepro) Property Specialist Resources, Inc. (Prosper) Leisurepro, Inc. (Leisurepro) Joint Ventures: Filinvest Asia Corporation (FAC) 1 Cyberzone Properties Inc. (CPI) 2 Filinvest AII Philippines, Inc. (FAPI) 3 % of Ownership Sept. 2008 Dec 2007 100 100 100 100 100 100 100 100 60 60 60 60 60 60 3 1 FAC owns fifty percent (50%) of the PBCom Tower in Makati City CPI operates the Northgate Cyberzone in Filinvest Corporate City in Alabang, Muntinlupa City. 3 FAPI develops the Timberland Sports and Nature Club and approximately 50 hectares of land comprising Phase 2 of FLI’s Timberland Heights township project. 2 Major Developments In February 2007, the Company achieved a record-breaking success with its follow-on offering where it listed up to 3.7 billion new common shares at the Philippine Stock Exchange. The follow-on offering was more than five times oversubscribed, raising around $204 million for both the primary and secondary offerings. The offering raised additional funds for the Company’s P5 billion capital expenditure budget for the fast track development of targeted projects. 2. Segment Reporting The Group’s operating businesses are organized and managed separately according to the nature of the products and services provided, with each segment representing a strategic business unit that offers different products and serves different markets. Generally, financial information is required to be reported on the basis that is used internally for evaluating segment performance and deciding how to allocate resources to segments. The Group derives its revenues from the following reportable segments: Real estate This involves acquisition of land, planning, development and sale of various real estate projects such as residential lots and housing units; entrepreneurial communities, large-scale townships, residential farm estates, private membership club, residential resort development, medium rise-buildings and condotel. Leasing This involves the operations of Festival Supermall and the leasing of office space in Northgate Cyberzone, Alabang and in PBCom Tower, Makati City. 4 Comparative Financial Information Per Business Segment (amounts in thousands) As of and for the Nine-Month Period ended September 30, 2008 Revenues Net income Segment assets Segment Liabilities Less: Def. tax liabilities Net segment liabilities Cash flows arising from: Operating activities Investing activities Financing activities Real Estate Operations P 1,749,184 765,080 35,554,807 9,472,609 1,655,076 7,817,533 Leasing Operations Combined P 901,649 P 2,650,833 384,627 1,149,707 11,990,105 47,544,912 1,742,916 11,215,525 ( 8,739) 1,646,337 1,751,655 9,569,188 P P 379,112 (588,351) 261,300 22,350 (876,916) (42,501) P401,462 (1,465,267) 218,799 Eliminating (P 21,446) 923,845 8,682 147,452 (138,770) P - Consolidated P 2,629,387 1,149,707 48,468,757 11,224,207 1,793,789 9,430,418 P 401,462 (1,465,267) 218,799 As of and for the Nine-Month Period ended September 30, 2007(Unaudited) Revenues Net income Segment assets Segment Liabilities Less: Def. tax liabilities Net segment liabilities Cash flows arising from: Operating activities Investing activities Financing activities Real Estate Operations P 1,975,556 992,179 34,324,817 8,275,485 1,573,094 6,702,391 Leasing Operations Combined P 766,294 P 2,741,850 322,820 1,314,999 11,256,486 45,581,803 1,416,764 9,692,249 (7,647) 1,565,447 1,424,411 8,126,802 P P 198,460 (295,265) 84,306 296,871 ( 712,202) 1,961,559 P 495,331 (1,007,467) 2,045,865 Eliminating (P 31,183) ( 9,436) 866,215 (44,003) 147,452 (191,455) Consolidated P 2,710,667 1,305,563 46,447,518 9,648,246 1,712,899 7,935,347 P P - 495,331 (1,007,467) 2,045,865 3. Long -Term Debt The comparative details of this account are as follows (amounts in thousands): 2008 2007 September 30 December 31 Term loans from a financial institution P 2,250,000 P 2,250,000 Developmental loans from local banks 2,809,300 1,317,464 Total P 5,059,300 P 3,567,464 5 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations for the nine-month period ended September 30, 2008 compared to ninemonth period ended September 30, 2007 FLI registered a consolidated net income of P 1,149.71 million for the first three (3) quarters of 2008, lower by P 155.86 million or by 11.9% from the same period last year of P 1,305.56 million. However, last year’s net income included equity in net earnings of Filinvest Alabang, Inc. (FAI) where FLI owns 20% equity interest, amounting to P311.21 million. FAI’s net earnings in 2007 were higher because of an extraordinary gain realized from the sale of its FLI shares during FLI’s follow on offering in February 2007. Excluding equity in net earnings of FAI, net income would amount to P 1,104.10 million in 2008 and P 994.36 million in 2007. Net income in 2008 would be higher by 11% than last year’s net income. In 2007, FLI decided to voluntarily change its revenue recognition policy on sale of subdivision lots and housing units and follow the industry’s pace in discontinuing the use of installment method. The decision emphasizes that the application of full accrual method is presumed to result in financial statements that achieve a fair presentation in accordance with Philippine Accounting Standards(PAS) 18, Revenues, and follow the best practice in the real estate industry. Revenues Net revenues from real estate and leasing business segments increased by 4.67% to P 3,169.11 million in 2008 from the same period last year of P 3,027.46 million. The increase is mainly due to higher leasing revenues in 2008 by 16.6% brought about by higher occupancy rate in Filinvest Supermall and more leasable space in Northgate Cyberzone with the completion and lease of additional buildings in 2008. Revenues from the Mall and office spaces increased by 10% and 30%, respectively. Real estate sales booked during the three (3) quarters are broken down to sales per sector as follows: Middle Income 40.8%; Affordable 20.4%; High End 15.6%; Socialized 9.1%; Farm Estate 7.0%; Industrial Estate 3.6%; Others 3.5%. Gross profit margin was 55.9% and 55.6% for September 30, 2008 and September 30, 2007 respectively. Other sources of rental income include the ready-built-factories in Filinvest Technology Park in Calamba, Laguna. Interest income increased by 13.8% due to higher interest income on installment sales brought about by higher installment receivables. Expenses General and administrative expenses (G&A) increased by P 45.36 million or by 6.9%, from P657.59 million in 2007 to P 702.95 million in 2008. The increase was due to substantial expenses made for corporate advertising to promote the Company and its major township projects, depreciation brought about by additional buildings completed and leased out in 2008, higher transportation and traveling expenses resulting from additional regional and provincial projects and higher fuel cost, higher rental expense brought about by an increase in office rental rates. 6 Likewise, selling and marketing expenses grew by P 47.90 million or by 16.05% from P298.44 million as of September 2007 to P 346.34 million for the same period in 2008. The increase was mainly due to bigger broker’s commissions, service fees as well as increase in expenses related to product launchings and special events brought about by the Company’s aggressive marketing campaign. Tripping expenses also increased because of higher fuel costs in 2008. Financial Condition as of September 30, 2008 compared to as of December 31, 2007 As of September 30, 2008, the Company’s total consolidated assets reached P 48,468.75 million, an increase of 4.35% or by P 2,021.24 million from P 46,447.52 million balance as of December 31, 2007. The following are the material changes in account balances: 49% Decrease in Cash and Cash Equivalents Substantial amount of cash was used in the development of existing and new projects, acquisition of land for Medium-Rise Building projects and for the construction of new buildings (investment properties). Funds were also used in the acquisition of shares into treasury. Aside from the usual proceeds from sale of residential projects, funds from leasing operations as well as from rediscounting of receivables, working capital of the Company was beefed up during the current period by availments of available short-term and long-term credit facilities. These funds will continually be used to finance the Company’s on-going projects as well as new ones already lined up for the remaining months of the year. 10% Increase in Mortgage, Notes and Installment Contract Receivables The increase in this account arose mainly from new journalized sales which were attributed to the attractive financing schemes that were offered by the Company for its housing projects. It is worthwhile to note that a 28% increase in receivables from financial institutions which provided financing to the Company’s real estate buyers was recorded during the current period from the same period last year. 52% Increase in Due from Affiliated Companies The increase of P 2.59 million was due to temporary interest-bearing advances to an affiliate which was expected to be collected in the fourth quarter of the year. 9% Increase in Other Receivables The increase in other receivables was attributed to the rise in advances to joint venture partners for land development, as well as in advances to officers and employees, temporary advances to contractors representing down payments for various development contracts, advances to electric companies and to homeowners associations in the ordinary course of business. 9% Increase in Real Estate Inventories The movement in this account was mainly due to new acquisitions of rawland in certain parts of Metro Manila, Rizal, Cebu and Davao all of which are intended for development. 15% Increase in Investment in Club Projects The increase was due to continued development in Timberland Sports and Nature Club. 7 99% Increase in Property & Equipment Property and equipment increased due to the ongoing building constructions of CPI to create additional office space and meet the growing demand from BPO and call center locators for the current period. Building improvements and acquisition of additional equipment for the Festival Supermall structure also contributed to the increase. 56% Increase in Income Tax Payable This movement was due to the increase in taxable income primarily brought about by the growth in rental income. 27% Decrease in Due to Related Parties Substantial intercompany advances made in the ordinary course of business were settled during the first three quarters of 2008. 49% Increase in Pension Liability The increase was due to the accrual for the period net of cash contributions made to the retirement fund. 42% Increase in Long-Term Debt New loans were availed by the Group to finance the contruction of various major projects including the Medium Rise Buildings, the Grand Cenia Hotel & Residences and the BPO buildings in Northgate Cyberzone. Acquisition of Treasury Stock On December 20, 2007, FLI Board approved the buyback of some of the issued shares of stock of the Company over a period of twelve (12) months up to an aggregate amount of P 1.5 billion pesos, in view of the strong financial performance of the Company and the very large discrepancy that existed between the current share price and the net asset value of the Company. FLI Management believes that the Company’s shares were currently being undervalued by the market, and the share buy-back program would enhance shareholder’s value. As of September 30, 2008, the Company had acquired treasury shares amounting to P 218.74 million. 14% Increase in Retained Earnings This was brought about by the Company’s net income of P 1,149.71 posted as of September 30, 2008 net of cash dividends paid in 2008. 8 Performance Indicators Financial Ratios Particulars As of and for the As of Dec. 31, 2007 9-month period ended and for the 9-month Sept. 30, 2008 period ended Sept. 30, 2007 Earnings Per Share Basic ; annualized P 0.063 P 0.071 Debt to Equity Ratio Notes Payable & Long-term Debt Total Stockholders’ Equity 0.14: 1 0.10: 1 23% 21% 7.08 times 6.04 times 10 times 24.50 times Debt Ratio Total Liabilities Total Assets EBITDA to Total Interest Paid Price Earnings Ratio EBITDA_____ Total Interest Payment Closing Price of Share Earnings Per Share Earnings per share (EPS) posted for the three quarters of 2008 went down compared to the EPS of September 30, 2007 on account of lower net income in 2008 as explained in the preceding section of this report. The debt to equity (D/E) ratio as well as the debt ratio slightly increased due to the availment by the Group of new loans to finance the contruction of various projects including the Medium Rise Buildings, the Grand Cenia Hotel & Residences and the BPO buildings in Northgate Cyberzone. Price earnings ratio (PER) significantly declined due to lower market share price of the Company’s stocks brought about by the unfavorable effect of the stock market slump in general. As of September 30, 2008 and 2007, market share price of the Company’s stock was at P 0.63 and P 1.74 per share, respectively. PART II - OTHER INFORMATION Item 3. Business Development/New Projects Going forward, FLI expects to remain focused on its core residential real estate development business which now includes medium rise buildings. However, as a result of the acquisition of ownership interest in certain investment properties, FLI has diversified its real estate portfolio to include retail and office investment properties that generate recurring revenues. 9 FLI intends to launch, based on market conditions, a total of 38 new projects and additional phases. Butuan City in Agusan del Sur is now FLI’s newest provincial location. In addition, medium-rise buildings in other inner-city locations such as Ortigas, Pasig City, Santolan, Pasig City and Sta. Mesa, Manila have been introduced to the market. The Company has also started the development of a joint venture project covering a high-rise building in Makati City. Properties in Cebu City and Davao City were acquired for medium-rise buildings. As of September 30, 2008, FLI has launched 18 new projects and phases with a total sales value of P 4.20 billion. Additional 15 projects and phases are targeted for launching within the year. The following table shows the new projects and additional phases that are still to be launched within the year (subject to change due to market conditions and other factors) and projects that already were on stream as of September 30, 2008. Project Type Location Summerbreeze Townhomes - Phase 2 Alta Vida - Phase 3 Springfield View Stage 2 – Cluster 1 Woodville – Phase 2 Aldea del Sol – Phase 6 Alta Vida - Phase 3 Glens at Park Spring – Phase 2 Raintree Prime Residences Summerbreeze Townhomes - Phase 2 Affordable Affordable Affordable Affordable Affordable Affordable Affordable Affordable Affordable Sto. Tomas, Batangas San Rafael, Bulacan Tanza, Cavite Gen. Trias, Cavite Mactan, Cebu San Rafael, Bulacan San Pedro, Laguna Dasmarinas, Cavite Sto. Tomas, Batangas Villa Montserrat Expansion BCR Property Nusa Dua – Phase 4 Nusa Dua – Phase 5 Banyan Crest Affordable Affordable Farm Estate Farm Estate High-End Havila, Taytay, Rizal Gen. Trias, Cavite Tanza, Cavite Tanza, Cavite Timberland Heights, San Mateo, Rizal Kembali Coast - Phase 2 The Arborage at Brentville – Phase B The Arborage at Brentville – Phase C The Tropics – Phase 2 Costa Villas Highlands Pointe 2 Expansion Auburn Place at Filinvest South Filinvest Homes Butuan Highlands Pointe 2 Expansion Highlands Point 3 (The Peak) La Mirada of the South La Mirada of the South Lapu-Lapu Property Mission Hills – Sta. Sophia Phase 1 Tamara Lane (formerly Imari) High-End High-End High-End High-End Middle-Income Middle-Income Middle-Income Middle-Income Middle-Income Middle-Income Middle-Income Middle-Income Middle-Income Middle-Income Middle-Income Samal Island, Davao Binan, Laguna Binan, Laguna Cainta, Rizal Davao Havila, Taytay, Rizal Binan, Laguna Butuan City Havila, Taytay, Rizal Havila, Taytay, Rizal Binan, Laguna Binan, Laguna Mactan, Cebu Havila, Taytay, Rizal Caloocan City 10 The Villas Expansion Mactan Tropics 2 Princeton Heights (form. Walnut Creek) Mission Hills – Sta. Cecilia (comml) One Oasis Cebu Bldg 1 One Oasis – Davao – Bldg 3 One Oasis – Ortigas – Bldg 5 One Oasis – Sta. Mesa – Bldg 1 Pamintuan Property – Bldg 1 One Oasis – Davao – Bldg 2 One Oasis – Ortigas – Bldg 3 & 4 Bali Oasis – Santolan – Bldg 1 Blue Isle - Phase 3 Filrizam Property Sunrise Place - Phase 2 Middle-Income Middle-Income Middle-Income Middle-Income (commercial) Middle-Income (mid-rise bldg) Middle-Income (mid-rise bldg) Middle-Income (mid-rise bldg) Middle-Income (mid-rise bldg) Middle-Income (mid-rise bldg) Middle-Income (mid-rise bldg) Middle-Income (mid-rise bldg) Middle-Income (mid-rise bldg) Socialized Socialized Socialized Havila, Taytay, Rizal Mactan, Cebu Molino, Cavite Antipolo City Cebu City (Mabolo) Davao City Pasig City, Metro Manila Sta. Mesa, Manila Davao City Davao City Pasig City, Metro Manila Marikina City, Metro Manila Sto. Tomas, Batangas Gen. Trias, Cavite Tanza, Cavite Aside from the residential projects, FLI is continuing to construct business process outsourcing (BPO) office spaces at Northgate Cyberzone. Three (3) buildings were recently completed while another two (2) buildings are targeted to be finished and are expected to be turned over to locators early next year. With the completion of the buildings under construction, FLI will have a total gross leasable area of 166,052 sq. meters in its portfolio. Currently, FLI is one of the largest BPO office space providers in the country. The Company also intends to continue carrying out, through its joint venture companies, an intensive marketing campaign so as to maintain a high occupancy rate in the Festival Supermall, PBCom Tower and Northgate Cyberzone properties; thereby, maximizing its leasing revenues. Information on occupancy rates are presented as follows: Gross Leasable Area Sept. 30, 2008 Dec. 31, 2007 Sept. 30, 2007 Festival Supermall 132,211 sq.m. 92.00% 90.40% 91.00% PB Com Tower 35,148 sq.m. 97.00% 99.50% 100% Expanding gross 94.00% 93.80% 93.00% leasable area 97,787 sq.m. 80,419 sq.m. 70,680 sq.m. Northgate Cyberzone 11 Financial Risk Exposures The Group’s Finance and Treasury function operates as a centralized service for managing financial risk and activities as well as providing optimum investment yield and cost efficient funding for the Group. The Board of Directors reviews and approves the policies for managing each of these risks. The policies are not intended to eliminate risk but to manage it in such a way that risk are identified, monitored and minimized so that opportunities to create value for the stakeholders are achieved. The main financial risk exposure for the Company are Liquidity Risk, Interest Rate Risk and Credit Risk. Liquidity Risk The Group seeks to manage its liquidity profile to be able to finance capital expenditures and service debts as they fall due. To cover its financing requirements, the Group intends to use internally generated funds and available long term and short term credit facilities including receivables rediscounting lines granted by several financial institution to the Group. As part of its liquidity risk management, the Group regularly evaluates its projected and actual cash flows. It also continuously assesses conditions in the financial markets for opportunities to pursue fund raising activities, in case any requirements arise. The Company has availed of additional 5-year loans from domestic financial institutions amounting to P 1,500.00 million and P 500.00 million on October 15, and November 05, 2008 respectively to partly finance its ongoing development projects. Other than the foregoing and except as discussed in the Management’s Discussion and Analysis of Financial Condition and Results of Operations, there are no material events subsequent to September 30, 2008 up to the date of this report that have not been reflected in the financial statements for the interim period. Interest Rate Risk The Group’s exposure to market risk for changes in interest rates relates primarily to the Group’s loans from various financial institutions. The Company regularly keeps track of the movement in interest rate and the factors influencing it. Of the total P 5,059.30 million loan outstanding as of September 30, 2008, P 2,809.30 million is on floating rate basis. The following table demonstrates the sensitivity to a reasonable possible change in interest rates, with all other variables held constant, of the Group’s profit before tax. Increase (decrease) In basis points September 30, 2008 +200 -200 Effect on income before income tax (In Thousands) (42,139) 42,139 Credit Risk It is the Group’s policy that buyers who wish to avail the in-house financing scheme are subject to credit verification process. Receivable balances are being monitored on a regular basis and are subjected to appropriate actions to manage credit risk. In addition to this, the group has a mortgage insurance contract with the Home Guaranty Corporation for a retail guaranty line. With respect to credit risk arising from other financial assets of the Group, which comprise cash and 12 cash equivalents and AFS financial assets, the Group’s exposure to credit risk arises from default of counterparty, with a maximum exposure equal to the carrying amount of these instruments. The maximum credit risk exposure of the Group to these financial assets as of September 30, 2008 is P 8,992.33 million. Foreign Currency Risk Financial assets and financing facilities extended to the Group are exclusively denominated in Philippine Peso. As such, the Group’s exposure to this risk is non-existent. Financial Instruments The Group’s principal financial instruments are composed of Cash and Cash Equivalents, Mortgage and installment contract receivables, other receivables,. Loans from financial institutions.The Company does not have any complex financial instruments like derivatives. Comparative Fair Values of Principal Financial Instrument September 30, 2008 Carrying Value Sept. 30, 2008 Fair Value June 30, 2008 Carrying Value June 30, 2008 Fair Value 884,720 884,720 1,089,646 1,089,646 6,329,180 6,658,519 6,055,213 6,434,136 Other Receivables 1,757,579 1,757,579 1,662,264 1,662,264 Long term Debt 5,059,300 5,022,464 4,581,664 4,544,828 Cash & Equivalents Mortgage, ICR Cash Notes & Due to the short-term nature of Cash & Cash Equivalents, the fair value approximates the carrying amounts. The estimated fair value of Mortgage notes and installment contracts receivables, is based on the discounted value of future cash flows from these receivables. Due to the short term nature of Other Receivables, the fair value approximates the carrying amount. The estimated fair value of debts with fixed interest and not subjected to quarterly repricing is based on the discounted value of future cash flows using the applicable risk free rates for similar types of loans adjusted for credit risk. Long term debt subjected to quarterly repricing is not discounted since it approximates fair value. Investments in foreign securities The Company does not have any investments in foreign securities. 13 Item 4. Other Disclosures 1. Except as disclosed in the Notes to Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations, there are no unusual items affecting assets, liabilities, equity, net income or cash flows for the interim period. 2. Except for income generated from retail leasing, there are no seasonal aspects that had a material effect on the Company’s financial conditions or results of operations. There are no unusual operating cycles or seasons that will differentiate the operations for the period January to September 30, 2008 from the operations for the rest of the year. 3. Aside from any probable material increase in interest rate on the outstanding long-term debt, there are no known trends, events or uncertainties or any material commitments that may result to any cash flow or liquidity problems of the Company within the next 12 months. 4. There are no changes in estimates of amounts reported in prior year (2007) that have material effects in the current interim period. 5. Except for those discussed in the Management’s Discussion and Analysis of Financial Condition and Results of Operations, there are no other issuances, repurchases and repayments of debt and equity securities. 6. Except as discussed in the Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Financial Risk Exposures there are no material events subsequent to September 30, 2008 up to the date of this report that have not been reflected in the financial statements for the interim period. 7. There are no changes in contingent liabilities or contingent assets since December 31, 2007 except for the sale of additional receivables with buy back provision in certain cases during the interim period. 8. There are no material contingencies and any other events or transactions affecting the current interim period. 9. The Company is not in default or breach of any note, loan, lease or other indebtedness or financing arrangement requiring it to make payments, or any significant amount of the Company’s payables that have not been paid within the stated trade terms. 10. There are no significant elements of income that did not arise from the Company’s continuing operations. 11. Except for those discussed above there are no material changes in the financial statements of the Company from the year ended December 31, 2007 to September 30, 2008. 14 12. There are no 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 other than those which were previously reported. 13. There are no other information required to be reported that have not been previously reported in SEC Form 17-C. 15 ANNEX A1 FILINVEST LAND, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ( Amounts in Thousands) September 30, 2008 (Unaudited) December 31, 2007 (Audited) ASSETS Cash and cash equivalents Mortgage, notes and installment contracts receivables Due from affiliated companies Other receivables Real estate inventories Investment in an associate Available-for-sale financial assets Investment in club project at cost Investment property Property and equipment Goodwill Other assets 884,720 6,329,180 7,576 1,757,579 18,292,406 3,844,839 13,276 300,194 10,363,304 833,009 5,445,488 397,186 1,729,721 5,766,740 4,983 1,457,925 16,736,525 3,799,228 13,276 260,106 10,502,311 419,259 5,445,488 311,956 TOTAL ASSETS 48,468,757 46,447,518 Accounts payable and accrued expenses Income tax payable Due to related parties Pension liability Deferred income tax liabilities Long-term debt Total Liabilities 4,186,026 131,670 23,534 29,888 1,793,789 5,059,300 11,224,207 4,231,351 84,363 32,113 20,056 1,712,899 3,567,464 9,648,246 EQUITY Common stock Preferred stock Treasury shares Additional paid-in capital Revaluation reserve on available-for sale financial assets Share in revaluation increments\ in land of Filinvest Alabang, Inc. Retained earnings Total Equity 24,470,708 80,000 (218,736) 5,612,321 (2,619) 1,876,422 5,426,450 37,244,546 24,470,708 80,000 TOTAL LIABILITIES AND EQUITY 48,468,757 46,447,518 LIABILITIES AND EQUITY 5,612,321 (2,619) 1,876,422 4,762,440 36,799,272 ANNEX A FILINVEST LAND INC CONSOLIDATED STATEMENTS OF INCOME (Amounts in Thousands) (Unaudited) Three Month Ended Sept. 30 2008 2007 REVENUE Real estate sales Cost of real estate sales Realized gross profit on real estate sales Rental income Interest income Equity in net earnings of an associate Others EXPENSES General and administrative expenses Selling and marketing expenses Interest expense Foreign exchange loss INCOME BEFORE INCOME TAX PROVISION FOR INCOME TAX Current Deferred NET INCOME Nine Month Ended Sept 30 2008 2007 895,401 (423,488) 471,913 305,464 86,256 15,817 79,187 958,637 980,677 (444,096) 536,581 255,029 69,343 25,339 43,420 929,712 2,308,025 (1,016,900) 1,291,125 861,083 279,049 45,610 152,520 2,629,387 2,289,162 (1,016,167) 1,272,995 738,303 245,187 311,207 142,975 2,710,667 238,316 101,038 48,295 349 387,998 138,453 97,951 90,939 2,433 329,776 702,948 346,345 100,525 2,058 1,151,876 657,586 298,439 105,749 3,978 1,065,752 570,639 599,936 1,477,511 1,644,915 90,460 44,803 135,263 102,931 43,758 146,689 248,453 79,351 327,804 256,412 82,940 339,352 435,376 453,247 1,149,707 1,305,563 1,532,943 1,740,751 24,362,459 24,470,708 0.063 0.071 Earnings per share amounts were computed as follows: a. Net income (annualized) b. Weighted average number of outstanding common shares after considering reciprocal holdings in an associate and treasury shares c. Earnings per share - basic/diluted (a/b) P Reciprocal interest relating to FAI's ownership in the Group and treasury shares are deducted from the total outstanding shares in computing the weighted average number of outstanding common shares. ANNEX A2 FILINVEST LAND, INC. Consolidated Statements of Changes in Equity (Amounts in Thousands of Pesos) (Unaudited) September 30 2008 2007 24,470,709 24,470,708 80,000 80,000 Capital Stock Common - P1 par value Authorized - 33 billion shares in 2008 and 2007 Issued & outstanding - 24,470,708,509 shares in 2008 and 2007 Preferred - P0.01 par value Authorized - 8 billion shares in 2008 and 2007 Issued and outstanding - 8 billion shares in 2008 and 2007 Treasury shares Additional Paid-In Capital Revaluation reserve on available-for-sale financial assets Share in Revaluation Increment on land of an associate (218,736) 5,612,321 (2,619) 5,612,321 (909) 1,876,422 1,876,422 4,762,440 3,195,571 Retained Earnings Balance at beginning of year Cash dividends Net Income Balance at end of period (485,698) - 1,149,707 1,305,563 5,426,449 4,501,134 37,244,547 32,038,542 ANNEX A3 FILINVEST LAND, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS ( Amounts in Thousands ) ( Unaudited ) Nine Months Ended September 30 2008 2007 CASH FLOWS FROM OPERATING ACTIVITIES Net Income before income tax Adjustments for: Interest expense Depreciation and amortization Provision for retirement benefits Equity in net earnings of an associate Interest income Operating income before working capital changes Changes in operating assets and liabilities: Decrease ( increase ) in: Mortgage, notes and installment contracts receivable Other receivables Real estate inventories, net of rawland acquisitions & capitalized interest costs Other assets Increase ( decrease ) in: Accounts payable and accrued expenses Pension liability Net cash provided by ( used in) operation Interest received Interest paid Net cash provided by (used in) operating activities CASH FLOWS FROM INVESTING ACTIVITIES Rawland acquisition & Project development cost Acquisition of property and equipment Decrease in investment in club project Decrease in investment property Payment on preferred stock subscription Cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from notes payable, corporate notes and long term-debt Payments of notes payable, corporate notes and long term-debt Proceeds from rediscounting of receivables Buy back & remittance of rediscounted receivables Decrease(increase) in amounts due from related parties Increase(decrease) in amounts due to related parties Acquisition of treasury shares Proceeds from stock offering Cash used in financing activities NET DECREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS, BEGINNING CASH AND CASH EQUIVALENTS, END 1,477,511 100,525 152,124 13,199 (45,610) (279,049) 1,418,700 1,644,915 68,342 140,403 6,507 (311,207) (245,187) 1,303,773 (562,440) (299,654) (445,215) (812,001) (413,862) (85,230) (254,049) 205,096 325,698 (16,566) 562,722 (3,115) 366,646 279,049 (244,233) 557,211 245,187 (307,067) 401,462 495,331 (998,311) (455,610) (40,088) 28,742 (700,745) (319,340) (67,382) 80,000 (1,465,267) (1,007,467) 2,330,000 (838,164) 1,013,183 (2,056,312) (2,593) (8,579) (218,736) 1,865,000 (5,750,000) 1,015,730 (520,624) 10,962 (50,885) 5,475,682 218,799 2,045,865 (845,006) 1,533,729 1,729,721 468,719 884,720 2,002,448 ANNEX B FILINVEST LAND, INC. Aging of Receivables Amounts in Thousand Pesos As of September 30, 2008 Current 1-30 days 31-60 days 61-90 days 91-120 days >120 days Total Type of Account Receivable a) Mortgage, Notes & Installment Contract Receivable 1. Installment Contracts Receivable 2. Receivable from financing Institutions Sub-total b) Other Receivables Less: Allowance for doubtful accounts Net Net Receivables Account Receivable Description Type of Receivables 5,443,478 649,687 6,093,165 29,379 40,419 16,165 16,443 133,609 29,379 40,419 16,165 16,443 133,609 1,757,579 - - - - 7,850,744 29,379 40,419 16,165 16,443 1,757,579 1,757,579 Nature/Description 133,609 Collection Period Installment contracts receivables This is the Company's in-house financing, where buyers are required to make downpayment and the balance to be paid in equal monthly installments 5-15 years Receivable from financing institutions This represents proceeds from buyers' financing under one or more of the government programs granted to finance buyers of housing units and mortgage house financing of private banks. Current Other receivables This represents claims from other parties arising from the ordinary course of business. It also includes advances for expenses/accommodations made by the Company in favor of officers and employees. Current Normal Operating Cycle: 12 calendar months 5,679,493 649,687 6,329,180 1,757,579 8,086,759
© Copyright 2024