1 COVER SHEET 7 7 8 2 3 SEC Registration Number C I T Y L A N D D E V E L O PME N T C O R P O R A T I O N A N D S U B S I D I A R I E S (Company’s Full Name) 1 5 6 H . V . D E L A C O S T A S T . , , S A L C E D O V I L L A G E , MA K A T I C I T Y (Business Address: No. Street City/Town/Province) 893 – 6060 Rufina C. Buensuceso Contact Person 1 2 3 1 Month Day Fiscal Year Company Telephone Number 1 7 - Q A FORM TYPE Month Day Annual Meeting (Secondary License Type, If Applicable) C F D 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 = pls. use black ink for scanning purposes 0 SECURITIES AND EXCHANGE COMMISSION SEC FORM 17- Q (A) QUARTERLY 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 March 31, 2013 2. SEC Identification Number 77823 4. 3. BIR Tax Identification No. 000-527-103 CITYLAND DEVELOPMENT CORPORATION Exact name of issuer as specified in its charter 5. Makati City, Philippines Province, country or other jurisdiction of incorporation 7. 6. (SEC Use Only) Industry Classification Code 2/F Cityland Condominium 10 Tower 1, #156 H.V. Dela Costa St., Salcedo Village, Makati City Address of Principal Office 1226 Postal Code 8. (632)-893-60-60 Issuer's telephone number, including area code 9. Former name, former address and former fiscal year, if changed since last report N/A 10. Securities registered pursuant to Sections 8 and 12 of the SRC, or Sec. 4 and 8 of the RSA Title of Each Class Unclassified Common Shares Number of Shares of Common Stock Outstanding 3,239,855,939 11. Are any or all of these securities listed on a Stock Exchange. Yes [ x ] No [ ] If yes, state the name of such stock exchange and the classes of securities listed therein: Stock Exchange Philippine Stock Exchange Title of Each Class Unclassified Common Shares 12. Check whether the issuer: (a) Has filed all reports required to be filed by Section 17 of the SRC and SRC Rule 17 thereunder or Section 11 of the RSA and RSA Rule 11(a)-1 thereunder, and Sections 26 and 141 of the Corporation Code of the Philippines during the preceding 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 [ ] 1 PART I - FINANCIAL INFORMATION Item 1. Financial Statements The financial statements and accompanying notes are filed as part of this form (pages 6 to 29). Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations On February 2013, the Company (CDC) completed and turned over, 10 months in advance from its original completion date of December 2013, Makati Executive Tower IV, a 29-storey office, commercial and residential condominium located at Cityland Square, Senator Gil Puyat Avenue, Pio del Pilar Makati City. CDC is now selling its remaining unsold units. The Company is pre-selling the following on-going projects: Grand Central Residences, a 40-storey office, commercial and residential condominium located at EDSA corner Sultan St., Mandaluyong City, a project of CDC. Pines Peak Tower I, a 27-storey residential condominium located at Union corner Pines St., central business district of Mandaluyong. Also, the Company and its subsidiaries are selling the following completed and operational projects: Manila Residences Bocobo, a 34-storey office and residential condominium project located at Jorge Bocobo St., Ermita, Manila City, a project of CLDI. Grand Emerald Tower, a 39-storey commercial, office and residential condominium located along Emerald corner Ruby and Garnet Streets, Ortigas Center, Pasig City, a project of CLDI. Makati Executive Tower III, a 37-storey office, commercial and residential condominium located at Cityland Square, Senator Gil Puyat Avenue, Pio del Pilar Makati City, a project of CDC. Mandaluyong Executive Mansion III, a residential condominium located at Mandaluyong Executive Mansion Subdivision, G. Enriquez St., Brgy. Vergara, Mandaluyong City, a project of CDC. Oxford Mansion, an 8-storey commercial and residential condominium located along Evangelista St., New Santolan, Pasig City, a joint project of Cityplans, Inc. (CPI), a subsidiary of CDC and Cityland, Inc. (CI). Windsor Mansion, an 8-storey commercial and residential condominium located at New Santolan, Pasig City, a joint project of CPI and CI. The Company has also a number of prime lots reserved for future projects. Its land bank is situated in strategic locations ideal for horizontal and vertical developments. Internal sources come from sales of condominiums and real estate projects, collection of installment receivables, maturing short-term investments and other sources such as rental income, interest income and dividend income. External sources come from SEC-registered commercial papers and Home Guaranty Corporation’s promissory notes. The estimated development cost of P =211.60 million as of March 31, 2013 representing the cost to complete the development of real estate projects sold will be sourced through: a) b) c) d) e) Sales of condominium and real estate projects Collection of installment receivables Maturing short-term investments Issuance of commercial papers Availment of bank lines (bank lines as of March 31, 2013 amounted to P =2.515 billion of which no loan availment was made). Financial Condition (March 31, 2013 vs. December 31, 2012) Total assets amounted to P =8.461B as of the first quarter of 2013, slightly lower as compared with the previous year’s ending balance of = P8.469B. Sales of real estate properties decreased the Company’s inventory account. The Company’s funds were utilized for the development of the projects and to pay its maturing accounts payable and accrued expenses and notes and contracts payable resulting to the decrease of 24.27% and 2.32%, respectively. Excess funds were placed in short-term investments resulting to the 2 increase of 444.98%. Total stockholders’ equity stood at = P5.904B as of March 2013, higher by 2.72% from 2012 year end balance of = P5.747B due to net income of P =146.27M plus other adjustments of = P10.29M. As a result of the foregoing, the company’s liquidity position improved with acid-test and current ratio at 1.64:1 and 2.29:1 as of the first quarter of 2013, as compared to 1.54:1 and 2.23:1 in December 2012, respectively. Debt-equity ratio was at 0.36:1 as of the first quarter of 2013, as compared to 0.32:1 as of the same period of the previous year. Results of Operation (March 31, 2013 vs. March 31, 2012) Net income of the first quarter reached P =146.27M, higher by 16.02% from the same quarter of the previous year of = P126.07M. Makati Executive Tower IV and Grand Central Residences Tower I continued to contribute to total revenues as they reached 100% and 39.81% completion rate as of the first quarter of 2013. Although revenues declined due to lower financial income, net income increased by 16.02% due to lower cost of sales and provision for income tax. Cost of sales decreased due to lower construction costs, while decrease in provision for income tax was due to lower taxable income and deferred tax liabilities. This translated to earnings per share and return on equity (both annualized) of = P0.16 and 10.49% as compared to the same quarter of previous year of P =0.12 and 8.24%, respectively. Financial Ratios March 31, 2013 (Unaudited) 2.29 1.67 0.36 3.31 0.24 20.81 1.64 10.49% Current Asset-to-equity Debt-to-equity Asset-to-liability Solvency Interest rate coverage Acid-test ratio Return on equity (%) December 31, 2012 March 31, 2012 2.23 1.72 0.37 3.11 0.20 15.58 1.54 8.14% 2.15 1.70 0.32 3.18 0.21 14.66 1.38 8.24% Manner of calculation: Current ratio = Asset-to-equity ratio = Debt-to-equity ratio = Asset-to-liability ratio = Total Current Assets / Total Current Liabilities Total Assets Stockholder's Equity Attributable to Equity Holders of the Parent (net of Net Changes in Fair Value of Investments) Notes and Contracts Payable Solvency ratio = Stockholder's Equity Attributable to Equity Holders of the Parent (net of Net Changes in Fair Value of Investments) Total Assets / Total Liabilities Net Income after Tax + Depreciation Expense Total Liabilities Interest rate coverage ratio = Net Income Before Tax + Depreciation Expense + Interest Expense Interest Expense Cash and Cash Equivalents + Short-term Cash Investments + Acid-test ratio = Investments in Trust Fund + Installment Contracts Receivable, current + Other Receivables, current Total Current Liabilities Return on equity ratio = Net Income Attributable to Equity Holders of the Parent Stockholder's Equity Attributable to Equity Holders of the Parent Any issuances, repurchases, and repayments of debt and equity securities The Parent Company and its subsidiary issued SEC-Registered Short-Term Commercial Papers during the period with outstanding balance of P =947.85 million and P =83.20 million, respectively as of March 31, 2013. 3 Any Known Trends, Events or Uncertainties (material impact on liquidity) There are no known trends, event and uncertainties that have a material effect on liquidity. Any unusual items affecting assets, liabilities, equity, net income or cash flows in the current interim financial statements There are no unusual items affecting assets, liabilities, equity and net income or cash flows in the current interim financial statements. Any significant changes in estimates of amounts reported in prior interim periods of the current financial year or changes in estimates of amounts reported in prior year financial years that have a material effect in the current interim period There are no significant changes in estimates of amounts reported in prior interim periods of the current financial year or changes in estimates of amounts reported in prior year financial years that have a material effect in the current interim period. Any material events subsequent to the end of the interim period that have not been reflected in the financial statements for the interim period There are no material events subsequent to the end of the interim period that have not been reflected in the financial statements for the interim period. Effects of changes in the composition of the issuer during the interim period, including business combinations, acquisition or disposal of subsidiaries and long-term investments, restructuring, and discontinuing operations There are no significant effects of changes in the composition of the issuer during the interim period, including business combinations, acquisition or disposal of subsidiaries and long-term investments, restructuring, and discontinuing operations. Changes in contingent liabilities or contingent assets since the last balance sheet date There are no changes in contingent liabilities or contingent assets since the last balance sheet date Any Known Trend or Events or Uncertainties (Material Impact on Net Sales or Revenues or Income from Continuing Operations) There is no known trend, event or uncertainties that have a material effect on the net sales or revenues or income from continuing operations. Any Significant Elements of Income or Loss that did not arise from Registrants Continuing Operations There is no significant element of income or loss that did not arise from registrants continuing operations. Causes for any Material Changes from Period to Period in One or More Line of the Registrant's Financial Statements 1. Decrease in Cash and Cash Equivalents was due to payment of accounts payable and accrued expenses, notes and contracts payable and the shift of funds to short-term cash investments. 2. Increase in Short-term Cash Investments was due to placements. 3. Increase in Investments in Trust Fund was due to additional contributions and income. 4. Increase in Installment Contracts Receivable was due to sales. 5. Decrease in Other Receivables was due to collections. 6. Decrease in Real Estate Properties for Sale was due to sales. 7. Increase in Real Estate Properties Held for Future Development was due to capitalized costs. 8. Increase in Investment Properties was due to development costs of buildings under construction. 9. Decrease in Property and Equipment was due to sale of transportation equipment and depreciation. 10. Decrease in Other Assets was due to refund of electric meter deposits. 11. Decrease in Accounts Payable and Accrued Expense was due to payment. 12. Decrease in Notes and Contracts Payable was due to payment. 4 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. Increase in Income Tax Payable was due to increase in taxable income. Decrease in Pre-Need Reserves was due to maturities of pension plans. Decrease in Deferred Tax Liabilities was due to decrease in financial income. Increase in Net Changes in Fair Value of Investments was due to increase in value of trust funds. Increase in Retained Earnings was due to net income and other adjustments. Decrease in Financial Income was due to lower interest income from sale of real estate properties. Increase in Other Revenues was due to trust fund income. Decrease in Cost of Sales was due to lower construction costs. Increase in Operating Expenses was due to taxes and licenses, insurance and association dues. Decrease in Financial Expenses was due to decrease in loans and interest rates. Decrease in Provision for Income Tax was due to lower taxable income and decrease in deferred tax liabilities. 24. Increase in Net Income was due to lower expenses and provision for income tax. Any seasonal aspects that had a material effect on the financial condition and results of operation There are no seasonal aspects that had a material effect on the financial condition and results of operations. Compliance to Philippine Accounting Standard (PAS) 34, Interim Financial Reporting The Company’s unaudited interim consolidated financial statements is in compliance with Philippine Accounting Standard (PAS) 34, Interim Financial Reporting. The same accounting policies and methods of computation are followed as compared with the most recent annual consolidated financial statements. However, the consolidated financial statements as of March 31, 2013 do not include all of the information and disclosures required in the annual consolidated financial statements and therefore, should be read in conjunction with the annual consolidated financial statements as of and for the year ended December 31, 2012. There are no any events or transactions that are material to an understanding of the current interim period. 6 CITYLAND DEVELOPMENT CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS UNAUDITED ASSETS Cash and Cash Equivalents (Note 4) Short-term Cash Investments Investment in Trust Funds (Note 5) Installment Contracts Receivable – net (Notes 6 & 23) Other Receivables – net (Note 7 & 23) Real Estate Properties for Sale – net (Note 8) Real Estate Properties Held for Future Development Investment Properties – net (Note 9) Property & Equipment – net (Note 10) Other Assets (Note 11) Total Assets LIABILITIES & STOCKHOLDERS’ EQUITY Accounts Payable and Accrued Expenses (Note 12) Notes and Contracts Payable (Note 13) Income Tax Payable Pre-need Reserves Deferred Tax Liabilities Total Liabilities STOCKHOLDERS’ EQUITY Capital Stock – P1 par value Authorized – 4,000,000,000 shares Issued – 3,241,793,886 shares Additional Paid-in Capital Net Changes in Fair Values of Investments Retained Earnings (Note 14) Treasury Stock – 3,827,401shares Non-controlling Interests Total Stockholders’ Equity Total Liabilities and Stockholders’ Equity See Accompanying Notes to Consolidated Financial Statements March 2013 Dec. 2012 P =1,163,470,576 1,676,350,000 46,892,341 1,962,140,241 48,829,746 1,313,756,438 1,290,618,327 880,994,884 38,470,869 39,563,132 P =8,461,086,554 =2,397,757,053 P 307,600,000 41,079,341 1,960,431,150 50,287,767 1,470,772,832 1,288,400,125 868,508,858 42,924,285 40,738,438 =8,468,499,849 P P =365,475,868 1,796,702,055 57,626,512 45,340,889 292,191,141 2,557,336,465 =482,626,175 P 1,839,294,867 43,085,655 47,317,197 309,023,892 2,721,347,786 3,241,793,886 7,277,651 6,322,856 1,839,743,233 (31,147,941) 5,063,989,685 839,760,404 5,903,750,089 P =8,461,086,554 3,241,793,886 7,277,651 1,770,510 1,701,175,030 (31,172,734) 4,920,844,343 826,307,720 5,747,152,063 =8,468,499,849 P 7 CITYLAND DEVELOPMENT CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME UNAUDITED For the 3-month ending March 2013 For the 3-month ending March 2012 P = 356,801,575 101,591,177 7,070,810 5,844,495 471,308,057 = P355,010,061 114,695,651 6,946,560 5,435,393 482,087,665 188,772,029 109,892,002 8,798,663 307,462,694 215,615,155 104,325,846 11,578,720 331,519,721 INCOME BEFORE INCOME TAX 163,845,363 150,567,944 PROVISION FOR INCOME TAX (Note 20) 17,575,503 24,498,494 P = 146,269,860 = P126,069,450 REVENUES Sales from real estate Financial income (Note 18) Rental income Other revenues EXPENSES Cost of sales Operating expenses (Note 15) Financial expenses (Note 18) NET INCOME Attributable to: Equity holders of the parent Non-controlling interests BASIC/DILUTE EARNINGS PER SHARE *After retroactive effect of 20% stock dividends in 2012. See Accompanying Notes to Consolidated Financial Statements P = 132,853,264 13,416,596 P = 146,269,860 = P96,810,620 29,258,830 = P126,069,450 P = 0.041 = P0.030* 8 CITYLAND DEVELOPMENT CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME UNAUDITED For the 3-month For the 3-month ending March 2013 ending March 2012 NET INCOME OTHER COMPREHENSIVE INCOME (LOSS) Changes in fair value of available-for-sale financial assets TOTAL OTHER COMPREHENSIVE INCOME TOTAL COMPREHENSIVE INCOME Attributable to: Equity holders of the parent Minority interests Earnings per share *After retroactive effect of 20% stock dividends in 2012. See Accompanying Notes to Consolidated Financial Statements P =146,269,860 =126,069,450 P 4,590,434 (118,275) 4,590,434 P =150,860,294 (118,275) =125,951,175 P P =137,407,610 13,452,684 P =150,860,294 =96,628,626 P 29,322,549 =125,951,175 P P =0.042 =0.030 P 9 CITYLAND DEVELOPMENT CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY Balances as of January 1, 2013 Transfer of rev. inc. through sale & depreciation Parent company’s share of stock held by CPI’s Investment in Trust Fund Total comprehensive income Balance as of March 31, 2013 Balances, January 1 Transfer of rev. inc. through sale & depreciation Parent company’s share of stock held by CPI’s Investment in Trust Fund Total comprehensive income Balances as of March 31, 2012 Capital stock P =3,241,793,886 Additional paid-in capital P =7,277,651 – – – – – – P =3,241,793,886 P =7,277,651 Capital stock =2,947,261,781 P Additional paid-in capital =7,277,651 P – – – – – – =2,947,261,781 P =7,277,651 P Net changes in fair value Retained of investments earnings P =1,770,510 P =1,701,175,030 – 5,712,939 – Treasury stock (P =31,172,734) – – 24,793 4,552,346 132,855,264 P =6,322,856 P =1,839,743,233 – Net changes in fair value Retained of investments earnings =521,418 P P =1,678,459,048 – 1,925,925 – (P =31,147,941) Treasury stock (P =32,405,913) – – 146,138 (181,994) 96,810,620 =339,424 P P =1,777,195,593 – (P =32,259,775) Minority interests Total P =826,307,720 P =5,747,152,063 – 5,712,939 – 24,793 13,452,684 150,860,294 P =839,760,404 P =5,903,750,089 Minority interests Total =746,767,257 P P =5,347,881,242 – 1,925,925 – 146,138 29,322,549 125,951,175 =776,089,806 P P =5,475,904,480 10 CITYLAND DEVELOPMENT CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS UNAUDITED As of March 2013 As of March 2012 CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Interest expense – net of amounts capitalized Depreciation and amortization Interest income Trust fund income Dividend income Pre-need reserves Gain on sale of available-for-sale financial assets Changes in operating assets and liabilities Decrease (increase) in: Installment contracts receivable – net Other receivables Real estate properties for sale Real estate properties for future development Increase (decrease) in: Accounts payable and accrued expenses Net cash from (used in) operation Interest received Income taxes paid Net cash flows from operating activities P =163,845,363 =150,567,944 P 8,476,642 4,104,948 (101,587,330) (1,867,709) (3,847) (15,182,449) (18,003) 11,358,595 4,624,925 (114,692,451) (631,095) (3,200) 444,098 – (1,709,091) 773,342 157,016,394 (2,218,202) 82,275,506 (20,779,485) 155,782,686 (5,537,278) (116,130,780) 95,499,278 102,272,009 (14,154,445) 183,616,842 (111,654,621) 151,755,624 117,703,446 (16,311,034) 253,148,036 3,847 (1,368,750,000) 1,068,571 (964,539) 1,317,447 3,200 507,750,000 (1,257,143) (458,806) 2,216,651 – 1,487,503 (1,365,814,338) (247,931) 195,562 508,201,533 (42,592,812) (10,110,643) 614,474 (52,088,981) (63,517,675) (11,551,331) 750,256 (74,318,750) (1,234,286,477) 687,030,819 2,397,757,053 1,433,826,099 CASH FLOWS FROM INVESTING ACTIVITIES Dividends received Proceeds from (purchase of) short-term cash inv. Proceeds from sale of equipment Contributions to trust funds Withdrawals from trust funds Decrease (increase) in: Investment properties Other assets Net cash flows from (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Net proceeds from (payment to) availment of loans Interest paid Cash dividends paid Net cash flows used in financing activities NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD CASH AND CASH EQUIVALENTS AT END OF THE PERIOD =2,120,856,918 P =1,163,470,576 P 11 CITYLAND DEVELOPMENT CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Corporate Information City land Development Corporation (the Parent Company) was incorporated in the Philippines on January 31, 1978. It has two domestic subsidiaries, Cityplans, Incorporated (CPI) and City & Land Developers, Incorporated (CLDI). The Parent Company’s and its subsidiaries’ (the Group) primary business purpose is to acquire, develop, improve, subdivide, cultivate, lease, sublease, sell, exchange, barter and/or dispose of agricultural, industrial, commercial, and residential and other real properties, as well as to construct, improve, lease, sublease, sell and/or dispose of houses, buildings and other improvements thereon, and to manage and operate subdivisions and housing projects or otherwise engage in the financing and trading of real estate. In addition, CPI is engaged in the business of establishing, organizing, developing, maintaining, conducting, operating, marketing and selling educational assistance and pension plans. The Company is 50.42% owned by Cityland, Inc. (CI), the ultimate parent company incorporated in the Philippines, which also prepares consolidated financial statements. The average number of employees of the Group was 217 as of March 31, 2013 and 220 as of December 31, 2012. The Group’s registered office and principal place of business is at 2nd floor, Cityland Condominium 10, Tower 1, 156 H.V. Dela Costa Street, Ayala North, Makati City. CPI’s securities, amounting to 600 million worth of pension plans, are registered with the Securities and Exchange Commission (SEC) subject to the terms and conditions provided in SEC Circular No. 2, Series of 1984. CPI obtained from the SEC the permit to sell the said pension plans. As of March 31, 2013 and December 31, 2012, CPI has sold about P 297M worth of securities, respectively. 2. Summary of Significant Accounting and Financial Reporting Policies Basis of Preparation The consolidated financial statements of the Group have been prepared using the historical cost basis, except for financial assets at fair value through profit or loss and available-for-sale financial assets that have been measured at fair values. These consolidated financial statements are presented in Philippine peso (Peso), which is the Parent Company’s functional currency, and rounded to the nearest Peso except when otherwise indicated. Statement of Compliance The consolidated financial statements have been prepared in compliance with Philippine Financial Reporting Standards (PFRS). Changes in Accounting Policies The accounting policies adopted are consistent with those of the previous financial year except for the following amended PFRS and Philippine Accounting Standards (PAS) effective as of January 1, 2012. The following amended PAS and PFRS have no significant impact on the consolidated financial statements: PAS 12, Income Taxes - Recovery of Underlying Assets. The amendment clarifies the determination of deferred tax on investment property measured at fair value and introduces a rebuttable presumption that deferred tax on investment property measured using the fair value model in PAS 40, Investment Property, should be determined on the basis that its carrying amount will be recovered through sale. The amendment has no effect on the Group’s performance or in its disclosures because the tax rate for these assets in the jurisdictions in which they are located does not differ if they are recovered by sale or use. PFRS 7, Financial Instruments: Disclosures - Enhanced Derecognition Disclosure Requirements. The amendment requires additional disclosures about financial assets that have been transferred but not derecognized to enable the user of the consolidated financial statements to understand the relationship 12 with those assets that have not been derecognized and their associated liabilities. The Group did not have any assets with these characteristics, so the amendments have no impact in the presentation of the consolidated financial statements. Basis of Consolidation The consolidated financial statements consist of the financial statements of the Parent Company and its subsidiaries as of December 31 of each year. The financial statements of the subsidiaries are prepared for the same reporting year as the Parent Company using consistent accounting policies. These subsidiaries, all incorporated and domiciled in the Philippines, and the percentage of ownership of the Parent Company in 2013, 2012 and 2011 are as follows: CPI CLDI Percentage of Ownership 90.81 49.73 Nature of Activity Pre-need pension plans Real estate Subsidiaries are entities over which the Parent Company has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of any potential voting rights that are currently exercisable or convertible are considered when assessing whether the Parent Company controls another entity. Subsidiaries are consolidated from the date on which control is transferred to the Parent Company and cease to be consolidated from the date on which control is transferred out of the Parent Company. The accounts of CLDI were consolidated since the Parent Company, some of its stockholders and affiliates (whose stockholders also own equity ownership in the Parent Company) collectively own more than 50% of the equity of CLDI, thereby giving the Parent Company effective control over the financial and operating policies of CLDI. The equity, net income and total comprehensive income attributable to non-controlling interests of the consolidated subsidiaries are shown separately in the consolidated balance sheet, consolidated statement of income and consolidated statement of comprehensive income, respectively. All significant intercompany accounts and transactions are eliminated. Revenue and Costs Recognition Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Group and the amount of revenue can be reliably measured. Revenue is measured at the fair value of the consideration received excluding VAT. The Group assesses its revenue arrangements against specific criteria in order to determine if it is acting as principal or agent. The Group has concluded that it is acting as a principal in all of its revenue arrangements. The following specific recognition criteria must also be met before revenue is recognized: Sales of real estate properties Sales of condominium units and residential houses where the Group has material obligations under the sales contract to provide improvements after the property is sold are accounted for under the percentage of completion method. Under this method, revenue on sale is recognized as the related obligations are fulfilled. Revenue from sales of completed residential lots and housing units, where a sufficient down payment has been received, the collectability of the sales price is reasonably assured, the refund period has expired, the receivables are not subordinated and the seller is not obligated to complete improvements, is accounted for under the full accrual method. If the criterion of full accrual method was not satisfied, any cash received by the Group is included in the “Accounts payable and accrued expenses account” in the consolidated balance sheet until all the conditions for recording a sale are met. 13 Cost of real estate sales Cost of real estate sales is recognized consistent with the revenue recognition method applied. Cost of subdivision land and condominium units sold before the completion of the development is determined on the basis of the acquisition cost of the land plus its full development costs, which include estimated costs for future development works, as determined by the Company’s in-house technical staff. The cost of inventory recognized in consolidated statement of income on disposal is determined with reference to the specific costs incurred on the property, allocated to saleable area based on relative size and takes into account the percentage of completion used for revenue recognition purposes. New Accounting Standards, Interpretations and Amendments to Existing Standards Effective Subsequent to December 31, 2012 The Group will adopt the standards and interpretations enumerated below when these become effective. Except as otherwise indicated, the Group does not expect the adoption of these new changes in PFRS to have a significant impact on the financial statements. The relevant disclosures will be included in the notes to the consolidated financial statements when these become effective. Effective in 2013 PAS 1, Financial Statement Presentation - Presentation of Items of Other Comprehensive Income. The amendments to PAS 1 change the grouping of items presented in other comprehensive income. Items that could be reclassified (or “recycled”) to profit or loss at a future point in time (for example, upon derecognition or settlement) would be presented separately from items that will never be reclassified. The amendment becomes effective for annual periods beginning on or after July 1, 2012. The amendment affects presentation only and has therefore no impact on the Group’s financial position and performance. Amendments to PFRS 7, Financial Instruments: Disclosures - Offsetting Financial Assets and Financial Liabilities, require an entity to disclose information about rights of offset and related arrangements (such as collateral agreements). The new disclosures are required for all recognized financial instruments that are offset in accordance with PAS 32. These disclosures also apply to recognized financial instruments that are subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with PAS 32. The amendments require entities to disclose, in a tabular format unless another format is more appropriate, the following minimum quantitative information. This is presented separately for financial assets and financial liabilities recognized at the end of the reporting period: a) The gross amounts of those recognized financial assets and recognized financial liabilities; b) The amounts that are set off in accordance with the criteria in PAS 32 when determining the net amounts presented in the balance sheet; c) The net amounts presented in the balance sheet; d) The amounts subject to an enforceable master netting arrangement or similar agreement that are not otherwise included in (b) above, including: i. Amounts related to recognized financial instruments that do not meet some or all of the offsetting criteria in PAS 32; and ii. Amounts related to financial collateral (including cash collateral); and e) The net amount after deducting the amounts in (d) from the amounts in (i) above. The amendments to PFRS 7 are to be applied retrospectively for annual periods beginning on or after January 1, 2013. The amendment affects disclosures only and will have no impact on the Group’s financial position and performance. PFRS 10, Consolidated Financial Statements, replaces the portion of PAS 27, Consolidated and Separate Financial Statements, that addresses the accounting for consolidated financial statements. It also includes the issues raised in SIC-12, Consolidation - Special Purpose Entities. PFRS 10 establishes a single control model that applies to all entities including special purpose entities. The changes introduced by PFRS 10 will require management to exercise significant judgment to determine which entities are controlled, and therefore, are required to be consolidated by a parent, compared with 14 the requirements that were in PAS 27. This standard becomes effective for annual periods beginning on or after January 1, 2013. This standard will not impact the Group’s financial position and performance. PFRS 11, Joint Arrangements, replaces PAS 31, Interests in Joint Ventures and SIC-13, Jointlycontrolled Entities - Non-monetary Contributions by Venturers. PFRS 11 removes the option to account for jointly controlled entities (JCEs) using proportionate consolidation. Instead, JCEs that meet the definition of a joint venture must be accounted for using the equity method. This standard becomes effective for annual periods beginning on or after January 1, 2013. This standard will not impact the Group’s financial position and performance. PFRS 12, Disclosure of Interests with Other Entities, includes all of the disclosures that were previously included in PAS 27 related to consolidated financial statements, as well as all of the disclosures that were previously included in PAS 31 and PAS 28. These disclosures relate to an entity’s interests in subsidiaries, joint arrangements, associates and structured entities. A number of new disclosures are also required. This standard becomes effective for annual periods beginning on or after January 1, 2013. This standard will not impact the Group’s financial position and performance. PFRS 13, Fair Value Measurement, establishes a single source of guidance under PFRS for all fair value measurements. PFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under PFRS when fair value is required or permitted. This standard becomes effective for annual periods beginning on or after January 1, 2013. The Group is currently assessing the impact of this standard on the financial position and performance. Philippine Interpretation IFRIC 20, Stripping Costs in the Production Phase of a Surface Mine, applies to waste removal costs that are incurred in surface mining activity during the production phase of the mine (“production stripping costs”) and provides guidance on the recognition of production stripping costs as an asset and measurement of the stripping activity asset. This interpretation becomes effective for annual periods beginning on or after January 1, 2013. This interpretation will not impact the Group’s financial position and performance. Amendments to PAS 19, Employee Benefits, range from fundamental changes such as removing the corridor mechanism and the concept of expected returns on plan assets to simple clarifications and rewording. The revised standard also requires new disclosures such as, among others, a sensitivity analysis for each significant actuarial assumption, information on asset-liability matching strategies, duration of the defined benefit obligation, and disaggregation of plan assets by nature and risk. PAS 27, Separate Financial Statements (as revised in 2011). As a consequence of the new PFRS 10 and PFRS 12, what remains of PAS 27 is limited to accounting for subsidiaries, jointly controlled entities, and associates in separate financial statements. The adoption of the amended PAS 27 will not have a significant impact on the separate financial statements of the entities in the Group. The amendment becomes effective for annual periods beginning on or after January 1, 2013. PAS 28, Investments in Associates and Joint Ventures (as revised in 2011). As a consequence of the new PFRS 11 and PFRS 12, PAS 28 has been renamed PAS 28, Investments in Associates and Joint Ventures, and describes the application of the equity method to investments in joint ventures in addition to associates. The amendment becomes effective for annual periods beginning on or after January 1, 2013. The Group expects that this amendment will not have any impact on the Group’s financial position and performance. Annual Improvements to PFRSs (2009-2011 cycle) The Annual Improvements to PFRSs (2009-2011 cycle) contain non-urgent but necessary amendments to PFRS. The amendments are effective for annual periods beginning on or after January 1, 2013 and are applied retrospectively. Earlier application is permitted. PFRS 1, First-time Adoption of PFRS - Borrowing Costs, clarifies that, upon adoption of PFRS, an entity that capitalized borrowing costs in accordance with its previous generally accepted accounting principles, may carry forward, without any adjustment, the amount previously capitalized in its opening statement of financial position at the date of transition. 15 PAS 1, Presentation of Financial Statements - Clarification of the Requirements for Comparative Information, clarify the requirements for comparative information that are disclosed voluntarily and those that are mandatory due to retrospective application of an accounting policy, or retrospective restatement or reclassification of items in the financial statements. An entity must include comparative information in the related notes to the financial statements when it voluntarily provides comparative information beyond the minimum required comparative period. PAS 16, Property, Plant and Equipment - Classification of Servicing Equipment, clarifies that spare parts, stand-by equipment and servicing equipment should be recognized as property, plant and equipment when they meet the definition of property, plant and equipment and should be recognized as inventory if otherwise. The Group is currently assessing impact of the amendments to PAS 16. PAS 32, Financial Instruments: Presentation - Tax Effect of Distribution to Holders of Equity Instruments, clarifies that income taxes relating to distributions to equity holders and to transaction costs of an equity transaction are accounted for in accordance with PAS 12, Income Taxes. The Group expects that this amendment will not have any impact on its financial position and performance. PAS 34, Interim Financial Reporting - Interim Financial Reporting and Segment Information for Total Assets and Liabilities, clarifies that the total assets and liabilities for a particular reportable segment need to be disclosed only when the amounts are regularly provided to the chief operating decision maker and there has been a material change from the amount disclosed in the entity’s previous annual financial statements for that reportable segment. The amendment affects disclosures only and has no impact on the Group’s financial position and performance. Effective in 2014 PAS 32, Financial Instruments: Presentation - Offsetting Financial Assets and Financial Liabilities, clarifies the meaning of “currently has a legally enforceable right to offset” and also the application of the PAS 32 offsetting criteria to settlement systems (such as central clearing house systems) which apply gross settlement mechanisms that are not simultaneous. The amendments to PAS 32 are to be retrospectively applied for annual periods beginning on or after January 1, 2014. Effective in 2015 PFRS 9, Financial Instruments - Classification and Measurement, as issued, reflects the first phase on the replacement of PAS 39 and applies to the classification and measurement of financial assets and liabilities as defined in PAS 39, Financial Instruments: Recognition and Measurement. Work on impairment of financial instruments and hedge accounting is still ongoing, with a view to replacing PAS 39 in its entirety. PFRS 9 requires all financial assets to be measured at fair value at initial recognition. The Group shall conduct another impact assessment at the end of the 2013 reporting period using the financial statements as of and for the year ended December 31, 2012. Given the amendments on PFRS 9, the Group at present, does not plan to early adopt in 2013 financial reporting. It plans to reassess its current position once the phases of PFRS 9 on impairment and hedge accounting become effective. Deferred Effectivity Philippine Interpretation IFRIC 15, Agreements for the Construction of Real Estate, covers accounting for revenue and associated expenses by entities that undertake the construction of real estate directly or through subcontractors. This Interpretation requires that revenue on construction of real estate be recognized only upon completion, except when such contract qualifies as construction contract to be accounted for under PAS 11, Construction Contracts, or involves rendering of services in which case revenue is recognized based on stage of completion. Contracts involving provision of services with the construction materials and where the risks and reward of ownership are transferred to the buyer on a continuous basis will also be accounted for based on stage of completion. The SEC and the Financial Reporting Standards Council have deferred the effectivity of this interpretation until the final Revenue standard is issued by the International Accounting Standards Board and an evaluation of the requirements of the final Revenue standard against the practices of the Philippine real estate industry is completed. The Group will quantify the effect when the final Revenue standard is issued. Additional disclosures required by these amendments will be included in the consolidated financial statements when these amendments are adopted. 16 Events After the Balance Sheet Date Post year-end events that provide additional information about the Group’s position at the end of reporting period (adjusting events) are reflected in the consolidated financial statements. Post year-end events that are not adjusting events are disclosed in the notes to the consolidated financial statements when material. Segment Reporting The Group’s operating business 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. The Group’s asset-producing revenues are located in the Philippines (i.e., one geographical location). Therefore, geographical segment information is no longer presented. 3. Significant Accounting Judgments and Estimates The preparation of the consolidated financial statements requires management to make judgments, estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. In the opinion of management, these consolidated financial statements reflect all adjustments necessary to present fairly the results for the period presented. Actual results could differ from such estimates. Judgments In the process of applying the Group’s accounting policies, management has made the following judgments, apart from those involving estimations, which has the most significant effect on the amounts recognized in the consolidated financial statements: Determination of the Group’s functional currency The Group, based on the relevant economic substance of the underlying circumstances, has determined its functional currency to be Peso. It is the currency that influences the Group’s sale of real estate properties and the cost of selling the same. Classification of financial instruments The Group classifies a financial instrument, or its component parts, on initial recognition as a financial asset, a financial liability or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial asset, a financial liability or an equity instrument. The substance of a financial instrument, rather than its legal form, governs its classification in the Group’s consolidated balance sheet. Classification of leases - Group as lessor The Group has entered into property leases of its investment properties where it has determined that the risks and rewards of ownership are retained with the Group. As such, these lease agreements are accounted for as operating leases. Classification of real estate properties The Group determines whether a property is classified as investments for sale, for future development and for capital appreciation. Real estate properties which the Group develops and intends to sell before or on completion of construction are classified as real estate properties for sale and for future development. Real estate properties which are not occupied, substantially for use by, or in the operations of, the Group, nor for sale in the ordinary course of business, but are held primarily to earn rental income and capital appreciation are classified as investment properties. Provisions The Group provides for present obligations (legal or constructive) where it is probable that there will be an outflow of resources embodying economic benefits that will be required to settle said obligations. An estimate of the provision is based on known information at the end of reporting period, net of any estimated amount that may be reimbursed to the Group. 17 Estimates The key assumptions concerning the future and other key sources of estimation uncertainty at the end of reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below: Determination of fair value of financial instruments Financial assets and financial liabilities, on initial recognition, are accounted for at fair value. The fair values of financial assets and financial liabilities, on initial recognition, are normally the transaction prices. In the case of those financial assets and financial liabilities that have no active markets, fair values are determined using an appropriate valuation technique. Estimation of allowance for impairment of receivables The level of this allowance is evaluated by management based on past collection history and other factors, which include, but not limited to the length of the Group’s relationship with customer, the customer’s payment behavior and known market factors that affect the collectability of the accounts. Impairment of available-for-sale financial assets An impairment issue arises when there is an objective evidence of impairment, which involves significant judgment. The Group evaluates the financial health of the issuer, among others. The Group treats availablefor-sale equity financial assets as impaired when there has been a significant or prolonged decline in the fair value below its cost or where other objective evidence of impairment exists. Estimation of percentage of completion of projects The Group estimates the percentage of completion of ongoing projects for purposes of accounting for the estimated costs of development as well as revenue to be recognized. The percentage of completion is based on the technical evaluation of the independent project engineers as well as management’s monitoring of the costs, progress and improvements of the projects. Determination of net realizable value of real estate properties for sale and held for future development The Group’s estimates the net realizable value of inventories based on the most reliable evidence available at the time the estimates are made, or the amount that the inventories are expected to be realized. These estimates consider the fluctuations of price or cost directly relating to events occurring after the end of the reporting period to the extent that such events confirm conditions existing at the end of the period. Estimation of useful lives of investment properties and property and equipment The Group determines whether its investment properties and property and equipment are impaired when impairment indicators exist such as significant underperformance relative to expected historical or projected future operating results and significant negative industry or economic trends. When an impairment indicator is noted, the Group makes an estimation of the value-in-use of the cash-generating units to which the assets belong. Estimating the value-in-use requires the Group to make an estimate of the expected future cash flows from the cash-generating unit and also to choose an appropriate discount rate in order to calculate the present value of those cash flows. Impairment of investment properties and property and equipment The Group determines whether its nonfinancial assets such as investment properties and property and equipment are impaired when impairment indicators exist such as significant underperformance relative to expected historical or projected future operating results and significant negative industry or economic trends. This requires an estimation of the value-in-use of the cash-generating units to which the assets belong. Estimating the value-in-use requires the Group to make an estimate of the expected future cash flows from the cash-generating unit and also to choose an appropriate discount rate in order to calculate the present value of those cash flows. Estimation of retirement benefits cost The determination of the Group’s obligation and costs for retirement benefits depends on management’s selection of certain assumptions used by actuaries in calculating such amounts. The assumptions for retirement benefits cost include, among others, discount rates, expected annual rates of return on plan assets and rates of salary increase. Actual results that differ from assumptions are accumulated and amortized over future periods and therefore, generally affect the Group’s recognized expenses and recorded obligation in such future periods. 18 Estimation of pre-need reserves The determination of CPI’s PNR is based on the actuarial formula, methods and assumptions allowed by applicable SEC and IC circulars. This is dependent on management’s selection of certain assumptions used by actuaries in computing this amount. 4. Cash and Cash Equivalents Cash on hand and in banks Cash equivalents March 2013 P =12,840,488 1,150,630,088 P =1,163,470,576 Dec. 2012 P9,390,820 = 2,388,366,233 =2,397,757,053 P Cash in banks earn interest at the respective bank deposit rates. Short-term deposits are made for varying periods up to three months depending on the immediate cash requirements of the Group and earn interest at the respective short-term investment rates. Short-term cash investments amounting P =1,676.35 million and = P307.60 million as of March 31, 2013 and December 31, 2012, respectively, are investments in banks with maturities of more than three months to one year from dates of acquisition and earn interest at the prevailing market rates. 5. Investment in Trust Funds and Pre-need and Other Reserves Pursuant to the provisions of SEC Memorandum Circular No. 6, Guidelines on the Management of the Trust Fund of Pre-Need Corporation (SEC Circular No. 4), the SEC requires, among others, that companies engaged in the sale of pre-need plans and similar contracts set up a trust fund to guarantee the delivery of property or performance of service in the future. Withdrawals from these trust funds are limited to, among others, payments of pension plan benefits, bank charges and investment expenses in the operation of the trust funds, termination value payable to planholders, contributions to the trust funds of cancelled plans and final taxes on investment income of the trust funds. 6. Installment Contracts Receivable - Net Installment contracts receivable arise from sales of real estate properties. The installment contracts receivable on sales of real estate are collectible in monthly installments for periods ranging from one to 10 years and bear monthly interest rates of 0.67% to 2% computed on the diminishing balance. The portion due within one year (net of current unrealized gross profit, estimated development cost for sold units and deferred vat) amounted to P =453.81 million in March 2013 and P =553.05 million in December 2012. The Group and CI entered into a contract of guaranty under Retail Guaranty Line in the amount of P =1.00 billion in 2012 with Home Guaranty Corporation (HGC). The Group paid a guarantee premium of 1.00%, based on outstanding principal balance of the receivables enrolled in 2012 and 2011. 7. Other Receivables Other receivables consist of: Accrued interest Advances to: Customers Contractors Others March 2013 P =7,271,516 Dec. 2012 P7,956,195 = 22,044,126 5,750,241 13,763,863 P =48,829,746 30,903,513 6,147,827 5,280,232 =50,287,767 P 19 Other receivables due within one year amounted to P =41.54 million in March 2013 and = P48.94 million in December 2012. 8. Real Estate Properties for Sale and Held for Future Development Real estate properties for sale consist of cost incurred in the development of condominium units and residential houses for sale. This includes borrowing costs incurred in connection with the development of the properties. The capitalization rates used to determine the amount of borrowing costs eligible for capitalization were 3.10% and 3.80% as of March 2013 and December 2012, respectively. Cost of real estate sales include all direct materials and labor cost and those indirect costs related to contract performance. In addition, cost of real estate sales of 100% completed projects represents the proportionate share of the sold units to the total of the development cost which includes land, direct materials, labor cost and other indirect costs related to the project. If the project is still under construction, cost of real estate sales of the sold unit is multiplied by the percentage of completion. The percentage of completion is based on the technical evaluation of the project engineers as well as management’s monitoring of costs, progress and improvements of the projects. Real estate properties held for future development includes land properties reserved by the Group for its future condominium projects. During 2012 and 2011, the Group transferred portion of its real estate properties held for future development to its newly launched projects accounted for under real estate properties for sale. 9. Investment Properties Investment properties represent real estate properties for lease consist of: Land Costs Balances at beginning of year Additions Balances at end of year Accumulated Depreciation Balance at beginning of year Depreciation for the year Balance at end of year Net Book Values Total P =835,134,001 – 835,134,001 P =91,456,330 13,206,130 104,662,460 P =926,590,331 13,206,130 939,796,461 – – – P =835,134,001 58,081,473 720,104 58,801,577 45,860,883 58,081,473 720,104 58,801,577 P =880,994,884 Land Costs Balances at beginning of year Additions Transfer to real estate properties for sale Reclassification from real estate properties held for future development Balances at end of year Accumulated Depreciation Balance at beginning of year Depreciation for the year Balance at end of year Net Book Values March 2013 Building =967,415,807 P 5,074,145 (137,355,951) December 2012 Building =71,106,393 P – – Total =1,038,522,200 P 5,074,145 (137,355,951) – 835,134,001 20,349,937 91,456,330 20,349,937 926,590,331 – – – =835,134,001 P 52,486,194 5,595,279 58,081,473 =33,374,857 P 52,486,194 5,595,279 58,081,473 =868,508,858 P 20 Investment properties are rented out at different rates generally for a one-year term renewable every year. These real estate properties were appraised by independent firms of appraisers at various dates. Some investment properties of the Group were used as collateral for loans availed from the omnibus credit line. In November 2011, the Company has entered into a non-cancellable operating lease agreement with third parties that permits the lessee to use the property as a fast food outlet for a term of 10 years. The future minimum lease payments for these lease agreements are as follows: December 2012 =4,146,417 P 25,514,109 18,749,358 =48,409,884 P March 2013 P =4,194,234 26,320,916 17,724,209 P =48,239,359 Within one year After one year but not more than five years Later than five years 10. Property and Equipment Property and equipment consist of: Office Premises At Cost Balances at beginning of year Disposal Balances at end of year Accumulated Depreciation Balances at beginning of year Disposal Depreciation for the year (Notes 16 and 18) Balances at end of year Net Book Value At Deemed Cost Accumulated Depreciation Balances at beginning of year Depreciation for the year (Notes 17) Balances at end of year Net Deemed Cost Total March 2013 Furniture, Fixtures and Transportation Office and Other Equipment Equipment Total P =– – – P =28,530,802 – 28,530,802 P = 6,972,749 (1,257,143) 5,715,606 P =35,503,551 (1,257,143) 34,246,408 – – 28,330,737 – 4,931,607 (188,571) 33,262,344 (188,571) – – – 259,448,852 104,040 28,434,777 96,025 – 121,229 4,864,265 851,341 – 225,269 33,299,042 947,366 259,448,852 218,765,774 218,765,774 3,159,575 221,925,349 37,523,503 P =37,523,503 – – – P =96,025 – – – P =851,341 3,159,575 221,925,349 37,523,503 P =38,470,869 21 Office Premises At Cost Balances at beginning of year Additions Balances at end of year Accumulated Depreciation Balances at beginning of year Depreciation for the year (Notes 16 and 18) Balances at end of year Net Book Value At Deemed Cost Accumulated Depreciation Balances at beginning of year Depreciation for the year (Notes 16 and 18) Balances at end of year Net Deemed Cost Total December 2012 Furniture, Fixtures and Transportation Office and Other Equipment Equipment Total =– P – – =28,530,802 P – 28,530,802 =5,715,606 P 1,257,143 6,972,749 =34,246,408 P 1,257,143 35,503,551 – 27,914,576 4,258,122 32,172,698 – – 259,448,852 416,161 28,330,737 200,065 – 673,485 4,931,607 2,041,142 – 1,089,646 33,262,344 2,241,207 259,448,852 206,127,471 206,127,471 12,638,303 218,765,774 40,683,078 =40,683,078 P – – – =200,065 P – – – =2,041,142 P 12,638,303 218,765,774 40,683,078 =42,924,285 P The balances at cost of the office premises are as follows: Office premises Less: Accumulated depreciation March 2013 P =61,858,970 50,505,279 P =11,356,691 Dec. 2012 =61,858,970 P 49,738,635 =12,120,335 P The cost of fully depreciated property and equipment amounted to P =29.74 million as of March 31, 2013. 11. Other Assets Available-for-sale financial assets Retirement plan assets Deposits and others Dec. 2012 March 2013 P =2,402,290 10,409,636 26,751,206 P =39,563,132 10,409,636 28,238,709 =40,738,438 P March 2013 P =68,539,201 12,216,819 Dec. 2012 =72,755,043 P 17,161,733 211,603,501 25,036,465 6,107,374 12,495,141 4,290,691 337,023,595 20,291,901 7,741,375 3,119,264 6,054,147 =2,090,093 P 12. Accounts Payable and Accrued Expenses Trade payables Deposits Accrued expenses: Development costs Director’s fee Interest payable Taxes, premiums, others Withholding taxes payable (Forward) 22 Dividends payable VAT payable Others 7,582,622 6,131,876 11,472,178 P =365,475,868 6,968,148 1,084,122 10,426,847 =482,626,175 P Trade payables consist of payables to contractors and other counterparties, whereas deposits consist of rental deposits and collected deposits for water and electric meters of the sold units. Accrued expenses represent various accrual of the Group for its expenses and real estate projects. Accrued development costs represent the corresponding accrued expenses for the sold real estate projects of the Group. Other payables consist of customers’ reservation fees and employees’ payables. Accounts payable and accrued expenses due within one year amounted to P =205.54 million and = P285.01 million as of March 31, 2013 and December 31, 2012, respectively. 13. Notes and Contracts Payable Short-term commercial papers (STCP) with various maturities and interest rate ranging from 1.25% to 4.77% in March 2013 and from 1.81% to 4.77% in Dec. 2012 Short-term promissory notes with various maturities and annual interest rates ranging 1.10% to 2.55% in March 2013 and from 1.70% to 2.75% in Dec. 2012 Contracts Payable March 2013 Dec. 2012 P =1,031,050,000 =1,200,200,000 P 765,637,510 621,713,617 1,796,687,510 14,545 P =1,796,702,055 1,821,913,617 17,381,250 =1,839,294,867 P On various dates in 2012 and 2011, the SEC authorized the Group to issue P =1,200.00 million worth of shortterm commercial papers (STCP) registered with the SEC in accordance with the provision of the Securities Regulation Code and its implementing rules and regulations, the code of Corporate Governance and other applicable laws and orders. In 2012 and 2011, the Group entered a contract of guaranty under a Revolving Cash Guaranty Line with HGC in the amount of P =1,400.00 million. The guaranty covers the unpaid principal due on the outstanding STCP and unpaid interest thereon of 10.00% per annum. Contracts payable represent liabilities arising from contracts to purchase land for future development. Notes and contracts payable due within one year amounted to = P1,796.70 million and = P1,839.29 million as of March 31, 2013 and December 31, 2012, respectively. 14. Stockholders' Equity a. The following table summarizes the reconciliation of the authorized for each of the following: Authorized - = P1 par value Balance at beginning of year Increase in authorized shares Balance at end of the period March 2013 December 2012 December 2011 4,000,000,000 -4,000,000,000 3,000,000,000 1,000,000,000 4,000,000,000 3,000,000,000 -3,000,000,000 23 b. Dividends declared and issued/paid by the Parent Company were as follows: Cash dividends: Date Approved May 18, 2012 May 30, 2011 May 31, 2010 Per Share =0.03000 P 0.05000 0.06000 Stockholders of Record Date June 15, 2012 June 13, 2011 June 30, 2010 Date Paid July 11, 2012 July 8, 2011 July 26, 2010 Stock dividends: Date Ratified August 15, 2012 June 7, 2011 June 1, 2010 Percentage 10% 20% 20% Stockholders of Record Date August 27, 2012 July 7, 2011 June 11, 2010 Distribution Date September 20, 2012 August 2, 2011 July 8, 2010 The SEC authorized the issuance of 10% stock dividends declared by the BOD in 2012 and 20% stock dividends declared in 2011 and 2010. As of March 31, 2013, the unappropriated retained earnings include the remaining balance of deemed cost adjustment amounting to = P373.09 million, net of related deferred tax of P =111.93 million, related to real estate properties for sale and lease which rose when the Company transitioned to PFRS in 2005. This amount has yet to be realized through sales in case of inventory (classified under real estate properties for sale) and land (classified under investment properties) and additional depreciation in profit or loss in case of depreciable assets (classified under property and equipment) and is restricted for the payment of dividends. 15. Operating Expenses Personnel expenses (Note 16) Taxes and licenses Insurance Membership and association dues Professional fees Depreciation (Note 17) Outside services Advertising and promotions Light, power and water Brokers’ commission Repairs and maintenance Postage, telephone and telegraph Donations Stationery and office supplies Others March 2012 P39,264,149 = 28,076,947 7,157,059 4,006,165 9,026,152 4,624,925 2,758,923 1,408,251 914,531 1,347,478 March 2013 P =39,588,323 31,595,062 8,799,737 7,223,404 6,598,640 4,104,948 2,456,211 2,380,528 1,159,345 1,157,012 871,251 580,854 400,000 19,726 2,956,961 P =109,892,002 157,703 5,010,417 =104,325,846 P March 2013 P =12,385,138 17,279,760 9,923,425 P =39,588,323 March 2012 P21,241,709 = 15,834,056 2,188,384 =39,264,149 P – 573,146 – 16. Personnel Expenses Commissions Salaries and wages Bonuses and other employee benefits 24 17. Depreciation Depreciation consists of: Investment properties Property and equipment March 2013 P =720,104 3,384,844 P =4,104,948 March 2012 =1,240,084 P 3,384,841 =4,624,925 P March 2013 March 2012 P =101,587,330 3,847 101,591,177 =114,692,451 P 3,200 114,695,651 (8,476,642 (322,021) (8,798,663) P =92,792,514 (11,358,595) (220,125) (11,578,720) =103,116,931 P 18. Financial Income (Expenses) Financial Income Interest income Dividend income Financial Expenses Interest expense Finance charges 19. Retirement Benefits Cost The Group, jointly with affiliated companies, has a funded, noncontributory defined benefit retirement plan, administered by trustee covering all of its permanent employees. 20. Income Taxes Provision for income tax consists of: Current Deferred Final tax on interest income March 2013 P =23,853,080 (11,119,799) 4,842,222 P =17,575,503 March 2012 P25,601,204 = (5,724,975) 4,622,265 =24,498,494 P 21. Related Party Transactions Enterprises and individuals that directly, or indirectly through one or more intermediaries, control or are controlled by or under common control with the Company, including holding companies, subsidiaries and fellow subsidiaries, are related parties of the Company. Associates and individuals owning, directly or indirectly, an interest in the voting power of the Company that gives them significant influence over the enterprise, key management personnel, including directors and officers of the Company and close members of the family of these individuals, and companies associated with these individuals also constitute related parties. In considering each possible related entity relationship, attention is directed to the substance of the relationship and not merely the legal form. The Group discloses the nature of the related party relationship and information about the transactions and outstanding balances necessary for an understanding of the potential effect of the relationship on the consolidated financial statements, including, as a minimum, the amount of outstanding balances and its terms and conditions including whether they are secured, and the nature of the consideration to be provided in settlement. 25 The Group, in the normal course of business, has transactions and account balances with related parties consisting mainly of the following: Nature of Transaction Ultimate parent (CI) Sharing of expenses charged by (to) the Company Interest income Interest expense Subsidiaries (CLDI & CPI) Sale of real estate properties to CPI Sharing of expenses charged by (to) the Company Interest income Interest expense Total Amount of transactions December 2012 March 2013 P =4,697,576 81,517 30,929 – (2,164,072) 46,568 (P =4,697,576) 191,819 (232) 65,332,152 (4,273,600) 29,077 (45,507) Receivable March 2013 December 2012 P =– – =– P 191,819 Outstanding Balances Payable December 2012 March 2013 P =– – Due and demandable; non-interest bearing; (232) to be settled in cash – – – – – – – P =– – 29,077 – =220,896 P 30-day, unsecured, non-interest bearing; to be settled in cash Due and demandable; non-interest bearing; to be received in cash; – no impairment – – =4,697,575 P Terms and Conditions 4,824,554 – Received in cash 1,620,570 30-day, unsecured, non-interest bearing; to be received or settled in cash; no impairment – Due and demandable; non-interest bearing; to be received in cash; – no impairment – P =4,824,554 Due and demandable; non-interest bearing; (45,507) to be settled in cash =6,272,406 P Parent Company’s transactions with CLDI and CPI are eliminated in the consolidated balance sheets and statements of income. 26 a. The Parent Company also has an existing management contract with CI, wherein the latter provides management services to the Parent Company. The agreement is for a period of five years renewable automatically for another five years unless either party notifies the other party six months prior to expiration. The management fee is based on a certain percentage of the net income as mutually agreed upon by both parties. The management fees for 2013, 2012 and 2011 were waived by CI. There are no conditions attached to the waiver of these management fees. b. The Group, jointly with affiliated companies under common control, has a trust fund for the retirement plan of their employees. The trust fund is being maintained by a trustee bank. c. The Group has no standard arrangements with regards to the remuneration of its directors. Moreover, the Group has no standard arrangement with regards to the remuneration of its existing officers aside from the compensation received or any other arrangements in the employment contracts and compensatory plan. The Group does not have any arrangements for stock warrants or options offered to its employees. 22. Earnings Per Share Basic earnings per share amounts were computed as follows: a. Net income b. Weighted average number of shares c. Earnings per share (a/b) March 2013 P =132,853,264 3,241,793,886 P =0.041 March 2012 P96,810,620 = 3,241,793,886 =0.030 P *After retroactive effect of 20% stock dividends in 2012. 23. Financial Instruments Financial Risk Management Objectives and Policies The Group’s principal financial instruments comprise cash and cash equivalents, short-term cash investments, notes payable, bank loans and contracts payable. The main purpose of these financial instruments is to finance the Group’s operations. The Group’s other financial instruments consist of financial assets at fair value through profit or loss and available-for-sale financial assets, which are held for investing purposes. The Group has various other financial instruments such as installment contracts receivables, other receivables and accounts payable and accrued expenses which arise directly from its operations. It is, and has been throughout the year under review, the Group’s policy that no trading in financial instruments shall be undertaken. The main risks arising from the Company’s financial instruments are market risk (i.e., cash flow interest rate risk and equity risk), credit risk and liquidity risk. The BOD reviews and approves policies for managing these risks and they are summarized as follows: Market risk Cash flow interest rate risk The Group’s exposure to the risk for changes in market interest rates relates primarily to the Group’s short-term and long-term loans payables, all with repriced interest rates. The Group’s policy in addressing volatility in interest rates includes maximizing the use of operating cash flows to be able to fulfill principal and interest obligations even in periods of rising interest rates. A sensitivity analysis to a reasonable change in the interest rates (with all other variables held constant) of 0.70% higher or lower, would increase or decrease the Group’s income before income tax of P =12.57 million. Equity price risk Equity price risk is the risk that the fair values of investments in equity securities will decrease as a result of changes in the market values of individual shares of stock. The Group is exposed to equity price risk because of investments held by the Group classified as available-for-sale financial assets included under 27 “Other assets” in the consolidated balance sheets. The Group employs the service of a third-party stock broker to manage its investments in shares of stock. A sensitivity analysis of the Group’s equity to a reasonably possible change in equity price based on forecasted and average movements of equity prices of P = 0.23, higher or lower, would increase or decrease the equity by P =0.55 million. Credit risk The Group trades only with recognized, creditworthy third parties. It is the Group’s policy that all customers who wish to trade on credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on an on-going basis with the objective that the Group’s exposure to bad debts is not significant. The Group’s policy is to enter into transactions with a diversity of creditworthy parties to mitigate any significant concentration of credit risk. There are no significant concentrations of credit risk within the Group. The tables below show the Group’s exposure to credit risk for the components of the consolidated balance sheets. The exposure as of March 31, 2013 is shown at gross, before taking the effect of mitigation through the use of collateral agreements, and at net, after taking the effect of mitigation through the use of collateral agreements. Loans and receivables: Cash and cash equivalents, excluding cash on hand Short-term cash investments Installment contract receivables Other receivables Investment in trust funds Total credit risk exposure Gross Net P =1,163,282,003 1,676,350,000 1,962,140,241 43,079,505 46,892,341 P =4,891,744,090 P =812,004,519 1,464,350,000 – 8,581,559 – P =2,284,936,078 The following table summarizes the aging analysis and credit quality of the receivables as of March 31, 2013: Installment contract rec. Other receivables: Accrued interest Customers Retention Others Current >One Year P =431,906,927 P =1,508,329,804 <30 days P =4,961,996 7,271,516 – 13,827,697 – 60,000 911,041 11,800,985 626,707 P =464,867,125 P =1,509,867,552 – – 2,092 363,038 P =5,327,126 Past due But Not Impaired 31 - 60 days 61 - 90 days Over 90 days P =2,181,785 P =14,759,730 – – – – 659,603 289,620 7,267,206 – – – – – – P =2,841,387 P =15,049,350 P =7,267,206 Total P =1,962,140,241 7,271,516 22,044,126 973,133 12,790,730 P =2,005,219,746 The table below shows the credit quality by class of asset for loan-related balance sheet lines, based on the Group’s credit rating system as of March 31, 2013: Cash and cash equivalents Short-term cash investments Investment in trust funds Installment contract receivables Other receivables * ** High Grade P =1,163,282,003 1,676,350,000 46,892,341 1,940,236,730 33,198,836 P =4,859,959,910 Medium Grade P =– – – – 1,299,110 P =1,299,110 Past due but not impaired P =– – – 21,903,511 8,581,559 P =30,485,070 Total P = 1,163,282,003 1,676,350,000 46,892,341 1,962,140,241 43,079,505 P = 4,891,744,090 High Grade - financial assets with reputable counterparties and which management believes to be reasonably assured to be recoverable. Medium Grade - financial assets for which there is low risk on default of counterparties. The main considerations for impairment assessment include whether any payments are overdue or if there are any known difficulties in the cash flows of the counterparties. The Group assesses impairment into two areas: individually assessed allowances and collectively assessed allowances. The Group determines allowance for each significant receivable on an individual basis. Among the items that the Group considers in assessing impairment is the inability to collect from the counterparty based on 28 the contractual terms of the receivables. The Company also considers the fair value of the real estate collateralized in computing the impairment of the receivables. Receivables included in the specific assessment are those receivables under the installment contracts receivable accounts. Because the Group holds the title to the real estate properties with outstanding installment contracts receivable balance and can repossess such real estate properties upon default of the customer in paying the outstanding balance, the Group does not provide for allowance for impairment of its installment contracts receivable. For collective assessment, allowances are assessed for receivables that are not individually significant and for individually significant receivables where there is not yet objective evidence of individual impairment. Impairment losses are estimated by taking into consideration the age of the receivables, past collection experience and other factors that may affect collectability. Foreign currency risk The Group’s transactional currency exposure arises from sales and purchases in currencies other than its functional currency. However, the Group’s exposure to foreign currency risk is minimal. Liquidity risk The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of bank loans. The table below summarizes the maturity analysis of the Group’s financial liabilities as of March 31, 2013: Accounts payable and accrued expenses* Notes payable** Up to One Year P = 195,112,530 Above One Year P =159,940,771 P =355,053,301 1,852,507,621 – P =159,940,771 P =2,207,560,922 P =2,047,620,151 Total 1,852,507,621 ** Excludes statutory liabilities amounting to = P10,422,567. ** Includes interest expense amounting to = P 55,805,566. Fair Values As defined in PAS 39, fair value approximate the carrying amounts of recorded financial assets and liabilities as of March 31, 2013 and December 31, 2012: March 2013 Carrying value Fair value Financial Assets Cash and cash equivalents Short-term cash investments Installment contracts receivables Other receivables Investment in trust funds Available-for-sale financial assets Financial Liabilities Accounts payable and accrued expenses * Loans and notes payable December 2012 Carrying value Fair value P = 1,163,470,576 P =1,163,470,576 =2,397,757,053 P =2,397,757,053 P 1,676,350,000 1,962,140,241 43,079,505 46,892,341 2,402,290 P = 4,894,334,953 1,676,350,000 1,962,140,241 43,079,505 46,892,341 2,402,290 P =4,894,334,953 307,600,000 1,960,431,150 44,139,940 41,079,341 2,090,093 =4,753,097,577 P 307,600,000 1,960,431,150 44,139,940 41,079,341 2,090,093 =4,753,097,577 P P =355,053,301 1,796,702,055 P = 2,151,755,356 P =355,053,301 1,796,702,055 P =2,151,755,356 =475,487,906 P 1,839,294,867 =2,314,782,773 P =475,487,906 P 1,839,294,867 =2,314,782,773 P *Excludes statutory liabilities amounting to = P 10,422,567 and = P 7,138,269 as of March 2013 and December 2012, respectively. Cash and cash equivalents, short-term cash investments, other receivables, and accounts payable and accrued expenses Due to the short-term nature of the transactions, the fair values of cash and cash equivalents, short-term cash investments, other receivables and accounts payable and accrued expenses approximate their carrying amounts. Investment in trust funds and available-for-sale financial assets Investment in trust funds and available-for-sale financial assets are stated at fair value based on quoted market prices. 29 Installment contracts receivable The fair value of installment contracts receivable cannot be reasonably estimated due to the significant volume of transactions and the varied terms and maturities. Notes and loans payable The fair value of floating rate borrowings is estimated by discounting future cash flows using rates currently available for debt or similar terms and remaining maturities. The fair value approximates their carrying values gross of unamortized transaction cost. 24. Business Segments The Group derives its revenues primarily from the sale and lease of real estate properties and marketing of pension plans. The Group does not have any major customers and all sales and leases of real estate properties and sales of pension plans are made to external customers. Segment revenues and expenses: Sales of real estate Rental income Others March 2013 P =433,195,285 7,070,810 31,041,962 P =471,308,057 91.91% 1.50% 6.59% 100.00% March 2012 =446,115,273 P 6,946,560 29,025,832 =482,087,665 P 92.54% 1.44% 6.02% 100.00% Except for the following expenses directly relating to the leasing and pension plan operations, operating expenses pertain primarily to the real estate sales. 25. Contingencies The Group is contingently liable for certain lawsuits or claims filed by third parties which are either pending decisions by the courts or are under negotiation, the outcomes of which are not presently determinable. In the opinion of management and its legal counsel, the eventual liability under these lawsuits or claims, if any, will not have a material effect on the consolidated financial statements. 30 CITYLAND DEVELOPMENT CORPORATION AND SUBSIDIARIES SUPPLEMENTARY SCHEDULE OF FINANCIAL SOUNDNESS INDICATORS Financial Ratios March 31, 2013 (Unaudited) 2.29 1.67 0.36 3.31 0.24 20.81 1.64 10.49% Current Asset-to-equity Debt-to-equity Asset-to-liability Solvency Interest rate coverage Acid-test ratio Return on equity (%) December 31, 2012 March 31, 2012 2.23 1.72 0.37 3.11 0.20 15.58 1.54 8.14% 2.15 1.70 0.32 3.18 0.21 14.66 1.38 8.24% Manner of calculation: Current ratio = Asset-to-equity ratio = Debt-to-equity ratio = Asset-to-liability ratio = Solvency ratio = Total Current Assets / Total Current Liabilities Total Assets Stockholder's Equity Attributable to Equity Holders of the Parent (net of Net Changes in Fair Value of Investments) Notes and Contracts Payable Stockholder's Equity Attributable to Equity Holders of the Parent (net of Net Changes in Fair Value of Investments) Total Assets / Total Liabilities Net Income after Tax + Depreciation Expense Total Liabilities Interest rate coverage ratio = Net Income Before Tax + Depreciation Expense + Interest Expense Interest Expense Cash and Cash Equivalents + Short-term Cash Investments + Acid-test ratio = Investments in Trust Fund + Installment Contracts Receivable, current + Other Receivables, current Total Current Liabilities Return on equity ratio = Net Income Attributable to Equity Holders of the Parent Stockholder's Equity Attributable to Equity Holders of the Parent 31 CITYLAND DEVELOPMENT CORPORATION SCHEDULE OF GROSS AND NET PROCEEDS OF SHORT-TERM COMMERCIAL PAPERS ISSUED As of March 31, 2013 Description (i) Total Outstanding Notes / Gross Proceeds As disclosed in the Final Actual Prospectus* As of March 31, 2013** Php 1,000,000,000 Php 916,600,000 Less: Expenses Registration Fees 820,625 820,625 Legal and Accounting Fees 30,000 30,000 Publication Fees 29,000 29,792 5,000,000 1,772,289 30,000 20,350 994,090,375 913,926,944 Project-related Costs 650,000,000 200,024,955 Payment of maturing loans/ notes 306,290,375 367,548,450 37,800,000 1,887,595 994,090,375 569,461,000 Documentary Stamps Tax Printing costs (ii) Total Net Proceeds (iii) Use of Proceeds Interest expense Total (iv) Balance of proceeds as of March 31, 2013 Php -- Php 344,465,944 * SEC-CFD Order No. 180, Series of 2012 dated November 23, 2012. Use of Proceeds as disclosed in the Final Prospectus is estimated for the Twelve (12)-month Period December 2012 to November 2013. ** For the Four (4)-month Period December 01, 2012 to March 31, 2013.
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