ALI AR 02.indd - Ayala Land Inc.
Transcription
ALI AR 02.indd - Ayala Land Inc.
Ayala Land, Inc. A MEMBER OF THE AYALA GROUP OF COMPANIES Annual Report ALI AR 02.indd 1 3/11/2003, 1:33 PM ALI AR 02.indd 2-3 3/11/2003, 1:33 PM trust annual report 02 ayala land, inc. 01 This annual report is dedicated to our shareholders, partners, customers, employees, and the various communities we serve. Their trust is the reason why Ayala remains one of the most stable and respected business groups in Asia today. Their confidence in our stewardship drives us to grow and evolve, not just to face the challenges of the present but to seize the opportunities of the future. This defines our continuing commitment to build superior value into that trust. THE AYALA GROUP OF COMPANIES ALI AR 02.indd 2-3 3/11/2003, 1:33 PM Do your best or don’t do it at all—these are the words I live by every day. In fact, it’s probably the credo that has made Kamiseta grow from a single rack into a chain of stores. I’m just as enthusiastic today about coming out with a new clothing line as I was when we started out with guts and ideas and little else. To this day, I never leave home without a little notebook in my bag. It’s great for jotting things down: thoughts, observations, and fresh inspiration. Sometimes a great idea gets me so excited that I have trouble sleeping! annual report 02 ayala land, inc. 02 Now the good thing about those sleepless nights is that I’ve discovered a passion for cooking. Instead of tossing and turning in bed late, I wind up in the kitchen concocting dishes for the next day! I can’t stand being idle. I need to be involved with something creative all the time, something that keeps my hands and my mind busy. Chalk it up to being passionate about everything I do—an attitude that I try to instill in my staff and a virtue that I hope to pass along to my children. After all, work isn’t just about earning a living; it’s about being able to enthusiastically look forward to each new day. Chris Aldeguer-Roque Ms. Roque is Vice-President and Creative Director of Kamiseta, a popular clothing store, with branches in all Ayala Malls. ALI AR 02.indd 4-5 3/11/2003, 1:33 PM ALI AR 02.indd 4-5 3/11/2003, 1:33 PM annual report 02 03 ayala land, inc. Fashion designer, Entrepreneur, Amateur chef In anything you set out to do, if you persevere, there’s nothing to fear. I speak from experience when I say that poverty is not a hindrance to success in life. I survived being orphaned, the Japanese Occupation, the war, and still managed to get a bachelor’s degree and establish my own business. It wasn’t easy, though. I had to work my way through college—spending my days as an agent for a chemical company and my nights in class. When my wife and I started our own chemical company, I personally made all the deliveries. Sometimes I would be working until the wee hours annual report 02 ayala land, inc. 04 of the morning—even on Sundays! My perseverance paid off. I was able to send my two children to good schools, saw my business grow into a professionally-run company, and maintain a portfolio of investments that includes companies like Ayala Land. Today, although I still serve as adviser to our company, I can sit back and enjoy the fruits of my hard work. I go to the gym regularly and stay on a healthy diet of fish and vegetables. I owe it to my family to stay fit. After all, I want to live long enough to see all my grandchildren grow up. Liberato De Jesus Mr. De Jesus is President of L&S Chemical Supply Inc. and a long-time stockholder of Ayala Land. ALI AR 02.indd 6-7 3/11/2003, 1:33 PM ALI AR 02.indd 6-7 3/11/2003, 1:33 PM annual report 02 05 ayala land, inc. Businessman, Stockholder, Survivor In 1981, when I was just a student, I overheard some ladies talking about a job opening at Ayala Corporation. I needed to continue supporting myself through my secretarial course, so I immediately jumped at the chance to apply. Fortunately, I was hired as a clerk-typist. I’d work until 5:30 p.m.; then take a train to get to class by 6:00. I met my husband here and built a home with the company’s help. Now I have three children and am still a loyal employee of Ayala. annual report 02 ayala land, inc. 06 My work as an executive secretary is so challenging and rewarding. Even if my role often keeps me behind the scenes, I enjoy the thrill of seeing a project through successfully. Whenever Ayala Land has a very important bid at stake, I go down to the chapel to say a prayer. Knowing that I can, in a small, supportive way, be party to the company’s progress—is reward enough. I’d like to be remembered as someone with the gift of service. Someone who always lends a hand without counting the cost. Lolit Savares-Prepeña Ms. Prepeña is Confidential Secretary to Executive Vice President Vincent Y.Tan and was chosen by the Philippine Association of Secretaries as Secretary of the Year in 1999. ALI AR 02.indd 8-9 3/11/2003, 1:33 PM ALI AR 02.indd 8-9 3/11/2003, 1:33 PM annual report 02 07 ayala land, inc. Dedicated secretary, Loyal employee, Devoted mother annual report 02 ayala land, inc. 08 Signicant Events - 2002 Opening of Makro’s ninth store in Batangas Issuance of P1.06B Fixed Rate Corporate Notes (FXCNs) Launch of Verdana Homes Issuance of P3.0B Bonds Launch of One Legazpi Park Payment of P6.0B Long Term Commercial Papers (LTCPs) Formation of Community Innovations, Inc. Formation of Ayala Land Sales, Inc. January ALI AR 02.indd 10-11 February March Opening of Greenbelt 2 & Greenbelt 3 Start of Market! Market! development Launch of St. Alexandra Estates and St. Gabriel Heights April 3/11/2003, 1:33 PM May June Financial Highlights Year Ended December 31 2002 2001 2000 1999 1998 12,227,029 11,692,626 10,305,615 8,940,293 10,442,903 Net Income 2,519,529 2,287,283 1,844,205 2,601,345 2,568,225 Cash Dividends 2,245,261 641,593 588,022 534,456 484,758 – – 1,781,519 – 1,450,208 61,857,676 61,707,640 57,954,467 56,030,870 55,484,480 5,713,495 6,737,331 4,108,929 5,316,131 6,243,557 Total Borrowings* 10,874,498 10,920,028 8,312,638 7,870,863 8,270,403 Stockholders’ Equity 35,475,820 35,190,263 33,559,705 32,297,942 30,243,554 Earnings** 0.24 0.21 0.17 0.24 0.24 Cash Dividends 0.21 0.06 0.06 0.06 0.06 Book Value** 3.32 3.29 3.14 3.02 2.88 For the Year (in thousand Pesos) Revenues Stock Dividends At Year-End (in thousand Pesos) Total Assets Cash and Cash Equivalents Per Share (in Pesos) Current Ratio 2.10 : 1 1.50 : 1 2.50 : 1 2.74 : 1 2.43 : 1 Bank Debt*-to-Equity Ratio 0.31 : 1 0.31 : 1 0.25 : 1 0.24 : 1 0.27 : 1 Net Debt***-to-Equity Ratio 0.15 : 1 0.12 : 1 0.13 : 1 0.08 : 1 0.07 : 1 * Interest-bearing payables, including bonds ** Adjusted to include retroactive effects of the 20% stock dividend in 2000 *** Bank debt, net of cash and cash equivalents Adoption of the Code of Corporate Governance Manual Soft launch of Santa Catalina Village in Cavite Ayala Center receives “Mall of the Year” award from the Philippine Retailers Association and Department of Trade and Industry Launch of Ayala Hillside Estates Launch of Hacienda Santa Monica and Villa Santa Monica Formation of Leisure and Lifestyle Communities Group July ALI AR 02.indd August 10-11 September Launch of Plantazionne Verdana Homes Launch of Ayala Greenfield Estates Golf and Leisure Club Launch of “Last Quarter Storm” promotions program Opening of the Laguna Properties Holdings, Inc. representative office in Rome Soft launch of The Columns ALI-GDC MOA signing with Metro Pacific to acquire a significant position in Fort Bonifacio Opening of MRT-LRT link to Metropoint mall Opening of The Residences at Greenbelt Ayala Land wins award from Asiamoney magazine as the Best in Financial Management for 2002 in the Philippines BCDA award of the joint development rights for the 8.5-hectare Lot B in Fort Bonifacio October November December 3/11/2003, 1:33 PM annual report ayala land, inc. 09 Financial Ratios Declaration of P0.15 special cash dividend 02 At a Glance Strategic Business Unit Key Products Commercial Centers Group Retail space and land for lease; movie theaters; food court and entertainment facilities Land and Community Development Group High-end residential lots; commercial lots Corporate Business Group Office space for sale/lease; industrial estate lots for sale; ready built factory units for lease Residential Buildings Group High-end residential condominium units for sale/lease; single detached housing; townhouse developments Mass Housing Group Mass housing units and lots; farm and vacation lots Core-Mid Residential Group Middle-income residential condominium units; single detached housing; lots Visayas-Mindanao Group Within Visayas-Mindanao: Retail space and land for lease; movie theaters; food court and entertainment facilities; residential and commercial lots; office space for sale; residential condominium and single detached units for sale; city sports club Leisure and Lifestyle Communities Group Integrated leisure communities; city sports and golf clubs; beach resorts; vacation homes annual report 02 ayala land, inc. 10 ALI AR 02.indd 10-11 3/11/2003, 1:33 PM Highlights of 2002 Focus for 2003 • • • • Grew Ayala Center sales by 2.4% Maintained high occupancy rate at Ayala Center (96%, excluding Greenbelt) Opened first Urban Retail Entertainment Center in the country in Greenbelt Started construction of Market! Market! • • • • • • • • Increased residential lot sales by 6% to P1.5 billion Launched Ayala Hillside Estates Launched Ayala Greenfield Golf and Leisure Club Sold out Paseo de Magallanes commercial lots • Concentrate on new phases and expansion of ongoing projects: Ayala Westgrove Heights, Ayala Greenfield Estates, Ayala Hillside Estates and Paseo de Magallanes • Achieved high average occupancy rate of 92% for office buildings within MCBD • Ensured competitiveness of office buildings through continuing capital expenditures and customer service improvements • Sold one lot and leased out four out of five Standard Factory Buildings within Laguna Technopark Continue major build-up of retail stock Begin partial operations of Market! Market! Start construction of North Triangle Commercial Complex Launch first provincial mall project • Improve occupancy levels and rental revenues for MCBD office buildings • Develop additional 12 hectares in Laguna Technopark to cater to residual demand • Fully sell out Ferndale Homes and One Legazpi Park • Launch next condominium project in Makati • Finalize plans for the development of an 8.5-hectare land parcel in Fort Bonifacio awarded by the Bases Conversion Development Authority • Increased booked sales by 77% to P1.45 billion • Reinvigorated and strengthened selling operations • Enhanced design and purchasing capability for new, more affordable products • Focus on the affordable (P750,000 -1.8 M selling price) house-and-lot product line • Launch 2nd affordable housing project in Dasmariñas, Cavite • Start development of AFP offbase housing project in Tanza, Cavite • Develop medium-rise residential building in Parañaque • Began operations of Community Innovations, Inc.; built up own marketing and sales organization • Launched 1st project, Verdana Homes 1 & 2, and achieved 94% take-up by year end • Soft launched The Columns high-rise residential project in Makati • Aggressively negotiate acquisition or joint development of properties that can be developed immediately • Launch commercial lots across Verdana Homes • Grew Ayala Center Cebu sales by 6% • Increased Ayala Northpoint take-up rate to 54% (out of 416 lots) • Entered core-mid residential market through the launch of Plantazionne Verdana Homes in Talisay City, Negros Occidental • Consolidate leadership of Ayala Center Cebu in ABC+ market through enhanced merchandise mix and customer service • Sustain marketing initiatives for Ayala Northpoint and Plantazionne Verdana Homes • Launch Country Estates in Kang-Irag, Cebu • SBU created in 3rd Quarter 2002 • Identified and began planning initial projects • Launch first project ALI AR 02.indd 10-11 3/11/2003, 1:33 PM 11 ayala land, inc. • Launched One Legazpi Park in March and achieved take-up of 270 units by year-end • Increased take-up of Ferndale Homes and Montgomery Place to 76% and 75%, respectively • Improved take-up of One Roxas Triangle to 63%; leased 15 units • Completion of the Residences at Greenbelt in December annual report 02 Fellow Stockholders, The level of public trust in products and services from Ayala Land is still unequaled in the local real estate industry. Despite the difficult economic and political environment in 2002, your Company’s core strengths enabled Ayala Land to realize gains and create value from new business opportunities and strategic investments. The level of public trust in products and services from Ayala Land is still unequaled 02 annual report in the local real estate industry. In today’s buyers’ market, customers have a wide 12 ayala land, inc. variety of choices. We are heartened by the way our clients have invariably chosen your Company’s products over that of the competition. It speaks well of the level of trust and confidence that Ayala Land has earned over the years. Ayala Land has always sought to be the market leader by offering distinctive products to a discerning clientele. This ability to innovate has become a source of competitive advantage in today’s weak markets. In 2002, we managed to position ourselves in a number of new and growing markets through the application of timetested management skills, sharp focus on product innovation and improvement, and the elevation of marketing and technical skills to even higher levels. ALI AR 02.indd 12-13 3/11/2003, 1:33 PM Also part of the unique mix of a recurring revenue base, low gearing and automatically become members of the club revitalized Greenbelt are 28 private a high level of credibility in the investor without the need to purchase club shares. townhouses called “The Residences community allowed us to ride out uncertain Ayala Greenfield Golf and Leisure Club at Greenbelt,” which are available periods, fund projects for ventures into is anchored on an all-weather 18-hole for lease. Located on the fourth level new market areas and make bold championship golf course now undergoing of the new Greenbelt 2 carpark, investment moves. construction, which was designed by noted the townhouses have easy access environmental golf designer Robert to work places and leisure spots. By capitalizing on these core strengths, Trent Jones Jr. The club will have its A 600-square-meter central your Company earned a consolidated net own spa and wellness center, a swimming courtyard features rock and sand income of P2.52 billion in 2002, 10% higher pool, badminton and bowling facilities – gardens and ponds. than the previous year’s. Consolidated all in addition to the recently completed revenues reached P12.23 billion, up 5% village clubhouse and its considerable Journalists have praised the new year on year. surrounding amenities. developments in the Greenbelt area as “a place for sophisticated dining YEAR 2002 HIGHLIGHTS At the Ayala Center, Greenbelt 2 and 3 are and entertainment;” “a paradise now fully operational, and Greenbelt is fast for movie buffs;” “a successful becoming the country’s first urban retail combination that reinvents specific In 2002, your Company explored entertainment center. Compared to a regular building types;” and “a responsible opportunities in untapped or underserved mall where shopping is the main activity, and responsive shift towards market segments, creating value through 70% of the new Greenbelt is focused on creating urban places that are new products and product innovations food and entertainment. The redeveloped special and successful; a seamless even as it continued to strengthen its lead Greenbelt has perhaps the largest number blend between the natural in traditional markets. of fine dining choices in any single location and man-made.” in Metro Manila and has established itself Offering innovative and as the destination of choice for dining and Serving new markets with new distinctive products entertainment in the metropolis. products at new locations In 2002, a number of cutting-edge and one- In 2002, Ayala Land launched of-a-kind projects were introduced to an Greenbelt’s unique centerpiece is a appreciative public. sprawling 2.8-hectare park with a large exciting new products. variety of trees. This “softscape” departs Early last year, your Company With the October launch of the Ayala from the traditional mall design of long formed a subsidiary called Greenfield Golf and Leisure Club, Ayala corridors flanked by rows of stores. At Community Innovations, Inc. (CII) Greenfield Estates (AGE) has become Greenbelt, the public can enjoy leisurely primarily to address the core-mid the Philippines’ first true golf course walks in an open and relaxed environment. residential market. In subsequent ALI AR 02.indd 12-13 3/11/2003, 1:33 PM 02 annual report community. All lot owners in AGE will 13 ayala land, inc. Financially, a solid cash position, a strong months, this wholly owned Ayala North Point. Plantazionne Verdana In Quezon City, responding to pent-up subsidiary was able to launch two will have lush landscaping, Spanish- demand for high-end subdivision lots in projects. In March, offerings at Mediterranean inspired architecture and the vicinity of Ayala Heights, your Company Phase 1 of Verdana Homes in amenities designed for growing families. launched a 23-hectare development called Bacoor, Cavite were quickly sold, annual report 02 ayala land, inc. 14 Ayala Hillside Estates. This high-end prompting CII to open Phase 2 much Our mass housing arm, Laguna Properties residential subdivision is being integrated earlier than originally planned. In Holdings, Inc. (LPHI), tapped underserved into the redesigned 18-hole precision golf November, CII put on the market markets east of Metro Manila through course of Capitol Hills Golf and Country The Columns – a three-tower the St. Alexandra Estates and St. Gabriel Club. The resulting development will be residential condominium complex at Heights residential projects in Antipolo a gated community of houses situated the corner of Ayala Avenue and City. House and lot packages in these among fairways and water features. Sen. Gil Puyat Avenue in Makati. master-planned communities have been Each of the three towers, built on a made affordable to more people through Eagerly awaited by bargain hunters and large podium, will have 23 storeys in-house, bank and government budget-conscious shoppers is Market! of residential units, five levels of financing schemes. Market! – a five-level value mall being above ground parking, and cafes, developed along C-5 Road in Taguig, restaurants and convenience stores The year also marked Ayala’s initial venture which will offer 150,000 square meters of at the ground floor level. (through LPHI) into Lipa City in Batangas gross leasable space. Aimed at the mid- via the Hacienda Sta. Monica and Villa market, this large shopping mall will be In September, your Company’s Sta. Monica farm and residential estates. anchored by a leading department store Vis-Min Group launched These estates appeal to city dwellers and supermarket chain, and will have retail Plantazionne Verdana Homes in who like to farm and spend weekends and specialty stores, restaurants, bazaars, Talisay City, Negros Occidental. in comfortable second homes in rustic fruit and flower stalls, car accessory and The 21.5-hectare development, also settings. For city residents with little or repair rows on five floors of roughly targeting the core-mid market, uses no farming knowledge, LPHI has engaged three hectares each. An IT zone as a the cluster arrangement concept horticulturists and advisers who can assist one-stop shop for technology-related retail and is on a property adjacent to lot owners with their farm lots. products, interactive entertainment and Your Company enhanced product offerings by creating financing terms to fit specific markets. ALI AR 02.indd 14-15 3/11/2003, 1:33 PM service concepts will also be included. In September, Montgomery Place, an generated a steady stream of sales A transportation hub in the area will upscale townhouse community in the New at One Roxas Triangle. At One help establish Market! Market! as a major Manila area of Quezon City, topped off Legazpi Park, low downpayment and regional center. its two-storey clubhouse – the “Townhall.” low monthly amortization offerings Phase 1B was also launched with 44 units. encouraged buyers to purchase Investing in existing developments to A month later, Ferndale Homes in north almost half of all units offered in enhance values Quezon City launched Phase 4C with 28 lots. a three-month period following its launch in March. The introduction In a difficult environment, your Company managed to increase sales volume through Strengthening marketing capabilities of a liberal two-year scheme was the well-timed opening of new phases To complement initiatives in product key to selling out Paseo de at its residential projects. Buyer interest innovation and positioning, we built up Magallanes’ remaining inventory of increased as key facilities and amenities our distribution channels to achieve the 14 commercial lots. were completed and put to use. broadest possible market reach. 02 In the second quarter, we formed Ayala “Last Quarter Storm,” which offered with an infinity pool and the first part of a Land Sales, Inc. (ALSI) – an in-house special discounts for selected lots 15-hectare nature park – along with a lush brokerage group. After only four months of and gave special gifts to buyers who 15 landscaped view corridor – were completed operation, ALSI was able to generate P1 booked within a prescribed 30-day in the second quarter. billion in gross property sales. The group reservation period. This program also managed to establish satellite offices also helped generate sales. In April, a skating rink, a basketball court, in Quezon City and Alabang. Investing for the future a bike trail and a dry play area for children were added to the Kidsgrove playground/ In the same period, the sales organizations In 2002, your Company made some clubhouse at Phases 4 and 5 of Ayala of CII and LPHI were also strengthened. important strategic investments. Westgrove Heights. This coincided with the In September, CII completed its sales opening of Westgrove’s Phase 4B – with division’s full complement of six sales In October, we received the right 30 new lots. In June, another 52 lots teams who are now active in different areas to develop an 8.3-hectare area in were made available at Phase 3B while 63 in Metro Manila. Fort Bonifacio adjacent to Market! Market!, which we plan to turn additional lots were opened in Phase 5 in September. A total of 160 lots were taken Making products affordable into a community of medium- to up in 2002, bringing the aggregate take-up Your Company enhanced product offerings high-density residential buildings. rate to 86% since the project was launched by creating financing terms to fit specific Development of this area is in August 1998. markets. A five-year, interest-free scheme expected to begin in early 2004. ALI AR 02.indd 14-15 3/11/2003, 1:34 PM ayala land, inc. At Ayala Greenfield Estates, a clubhouse annual report In the fourth quarter, we launched Our market presence and strategic nvestments were made possible by our financial strength. Last November, Ayala Land and the FINANCIAL PERFORMANCE Campos Group signed a US$90- annual report 02 ayala land, inc. 16 when interest rates were close to historic million agreement with Metro Our market presence and strategic lows. In February, ALI signed a Fixed Rate Pacific Corp. that would enable investments were made possible by our Corporate Notes (FXCN) facility amounting the partnership to gain control financial strength. Your Company’s balance to P1.06 billion. The transaction, which of Bonifacio Land Corporation, sheet remained solid with a high degree marked ALI’s re-entry into the peso capital thereby securing a firm hold on of liquidity and strong cash flows. At the market after a five-year absence, met with Bonifacio Global City. We believe end of 2002, total assets stood at P61.9 strong investor demand and closed 1.75 this property will provide us with billion. Stockholders’ equity amounted to times oversubscribed. an opportunity to replicate your P35.5 billion. Company’s success in the In April, your Company issued P3 billion development of the Makati Central Continuing to sharpen its focus on cash bonds which were well received by Business District (CBD). We view flow and to improve liquidity, your participating underwriters. The proceeds Bonifacio Global City as a natural Company generated cash reserves of ensured funding availability for ALI’s and complementary extension of P5.7 billion, and achieved a current growth strategy and helped refinance the Makati CBD, and with our ratio of 2.10:1. Bank debt-to-equity ratios the Long-Term Commercial Papers which dwindling inventory in Makati, this remained at 0.31:1 and net debt-to-equity matured in March and April. acquisition assures us of ample was at 0.15:1. Operating cash flow stood at prime inventory over the long term. P4.5 billion. As is the case in any of the THE ROAD AHEAD world’s major urban centers, the We were able to fund P2.6 billion in growth of new CBDs is both project and capital expenditures without We expect to achieve further gains in the inevitable and necessary. With its increasing our debt levels. In July, we coming year and beyond by continuing proximity to Makati, as well as its declared a special cash dividend to invest in the future and by faithfully strategic location relative to new amounting to P1.6 billion. maintaining strategic directions in key areas: infrastructure such as the Ninoy ALI AR 02.indd was accessed early in the year at a time • The expansion of retail centers. Aquino International Airport 3 and Capitalizing on its strong balance sheet With the initial phase of Greenbelt’s C-5 Road, the Bonifacio Global City and credit standing, your Company secured redevelopment nearing completion, we is well-positioned to become a new financing for its strategic investments and are fast-tracking Market! Market!, which growth area. refinanced its debts. Long-term funding will be partially operational in late 16-17 3/11/2003, 1:34 PM core values such as the pursuit season at Christmastime. In the second intend to explore market opportunities of excellence in product quality, quarter of 2003, we intend to begin in leisure-related fields. Leisure the highest standards of customer development of a major shopping mall communities in mountain, lakeside, service, ethical dealings, social at the North Triangle depot of the beach and farm environments as well consciousness, concern for people Metrostar Railway Transit, which will as a wide array of options such as and financial conservatism. We also cater to the growing number of rail vacation houses for sale or lease realize how essential it is to commuters. We also intend to set up are possibilities being considered by continue building on these core smaller malls outside Metro Manila, the Leisure and Lifestyle Communities values and on our Company’s core including one in Angeles City. Group, a strategic business unit formed strengths as we set our sights on in September 2002. the future. • The continuing development of Ayala South. Our efforts at realizing Ayala • Liquidating non-strategic assets. We South’s full potential will continue. will pursue the sale of non-strategic Please allow us to take this With key developments such as Ayala assets in our portfolio. We expect some opportunity to thank the members Westgrove Heights and Ayala Greenfield of these assets to achieve good prices of our Board and you, our Estates now in place, we intend to and subsequently generate funds that stockholders, for your continued implement other components of the will help fund our more strategic and confidence and support. master plan for this major undertaking core activities. in Laguna and Cavite. • Expanding middle-income residential and mass housing markets. We SUMMING UP continue to see significant opportunities in both the middle- and low-income We thank all the members of our markets. The success of Verdana Homes dedicated workforce for successfully has proven that there is strong demand launching new market concepts in spite of for products in the core-mid category, the difficult economic environment. Fernando Zobel de Ayala CHAIRMAN and we are confident that projects lined up by CII and LPHI in these market Experience has taught us how important niches will be well received. it is to have an organization with strong ALI AR 02.indd 16-17 Francisco H. Licuanan III PRESIDENT 3/11/2003, 1:34 PM 02 annual report • Tapping leisure-related market. We 17 ayala land, inc. 2003, in time for the peak buying Review of Operations CURRENT RATIO, BANK DEBT-TO-EQUITY & NET DEBT-TO-EQUITY RATIOS 3.0 >> low gearing ratios financial prudence. Despite the prolonged industry downturn, strategy, the Company managed to grow its Ayala Land’s balance sheet continued to consolidated net income in year 2002 to reflect its fundamental strength and long- P2.52 billion, a 10% increase from previous term growth prospects. year’s level of P2.29 billion. This was The Company readily serviced its revenues, which represented a 5% growth 1.5 obligations, including the P6.0 billion long- over the 2001 level. 1.0 term commercial papers which matured in 0.5 March and April 2002. As a result of Among product groupings, leasing its high credit standing, P3.0 billion peso- operations continued to drive revenues. denominated bonds and P1.06 billion fixed Rentals from shopping centers and office rate corporate notes were offered in the buildings contributed P3.33 billion or first half of 2002. Proceeds from these 27% to total. The Company’s recent issues, together with internally generated investments in retail expansion in Ayala cash from operations, provided the funds Center began to generate returns. The needed for debt servicing, project and Restaurant Row along Park Square Drive capital expenditures and working capital. started operations in the third quarter with 98 99 00 01 02 Bank Debt-to-Equity Ratio (X:1) Net Debt-to-Equity Ratio (X:1) 02 annual report these difficult times. As a result of this 2.0 Current Ratio (X:1) CONSOLIDATED REVENUES (P12.23B) BY PRODUCT LINE: YR. 2002 7 ayala land, inc. Financial Position realized from P12.23 billion of consolidated 0.0 18 generate development income even during 2.5 High liquidity and demonstrate long-standing Financial Highlights 6 1 >> Revenues 5 from leasing operations and land sales continued to drive consolidated revenues. four establishments open as of year-end. At the end of 2002, the Company’s Greenbelt 2 and 3 opened in May, quickly interest-bearing debt remained establishing itself as the newest dining and manageable at P10.9 billion. As such, entertainment center. debt-to-equity and net debt-to-equity 4 2 3 1 Rentals 2 Land Sales 27% 21% 3 Residential Unit Sales 13% 4 Mass Housing 12% 5 Hotel Operations 11% 6 Construction Projects 7 Interest & Other Income 8% 8% ratios were kept at comfortable levels of New residential subdivision projects 0.31:1 and 0.15:1, respectively. boosted revenues from land sales which amounted to P2.58 billion, accounting for Given the prevailing uncertainties, 21% of consolidated revenues. The launch preserving the Company’s liquidity was of of Verdana Homes and Ayala Hillside utmost concern. Current ratio stood at a Estates, as well as the re-positioning of high level of 2.10:1 while cash reserves Ayala Greenfield Estates as a golf and leveled at P5.7 billion. leisure community, pushed land sales revenues higher by 21% year-on-year. Results of Operations ALI AR 02.indd 18-19 Cushioned by a strong recurring revenue Residential unit sales, mostly generated base, Ayala Land set its sights on new from new phases at Ferndale Homes and niche markets and opportunities to Montgomery Place, amounted to P1.57 3/11/2003, 1:34 PM billion, about 13% of the Company’s total In terms of revenue and income About P848 million or 32% of the Of the eight Strategic Business Units, the revenues. With demand for high-end resi- contributions of the Strategic Business 2002 expenditures was used for the and Community Development Group were the dential buildings still weak, One Legazpi Units, the Commercial Centers Group, development of shopping centers, Park was launched in March 2002 offering followed by the Land and Community mostly for the Greenbelt smaller and more affordable condominium Development Group, took the lead. Due redevelopment which was units. Although the project is scheduled to the unprecedented success of its first substantially operational at the end for completion in January 2006, year-end project, Verdana Homes, the Core-mid of 2002. sales already exceeded break-even point. Group, through Community Innovations, largest income and revenue contributors. REVENUE BREAKDOWN BY STRATEGIC BUSINESS UNITS : YR. 2002 1 8 2 The launch of new mass housing projects bottomline, despite having started townhomes projects, the Company enabled the Company to post higher operations only in March. spent P1.0 billion, accounting for 7 6 5 1 Commercial Centers Group 2 Land & Community Development Group 3 Residential Buildings Group 40% of the 2002 actual expenditures. last year’s. This translates to a 77% The Commercial Centers Group and Land & Projects undertaken during the year growth in mass housing revenues which Community Development Group also hold included Montgomery Place, Ferndale totaled P1.45 billion, representing 12% the largest share of the Company’s total Homes, The Residences at Greenbelt of Ayala Land’s consolidated revenues. assets, consisting mostly of investments and One Legazpi Park. Brisk take-up was noted at the newly- in land and building for the former and launched Sta. Catalina Village in Cavite landbank for the latter. while the Company’s venture into two 4 Mass Housing Group 5 Corporate Business Group 6 Core-Mid Group 7 Visayas-Mindanao Group 8 Support Groups* The balance of capital and project spending was used for residential 6 Capital & Project Expenditures subdivision projects, including the 5 and St. Gabriel Heights in Antipolo, as Given the poor business environment, projects in the Visayas-Mindanao 4 well as Villa Sta. Monica and Hacienda the Parent Company’s capital and project area, as well as equity investments in 3 Sta. Monica in Lipa, Batangas, was also expenditures slowed down to P2.6 billion subsidiaries and affiliates. 2 favorably received. in 2002, lower compared to previous years. For year 2003, Ayala Land is P4.2 billion budget for the year as some earmarking P7.9 billion for its capital hotel subsidiaries contributed 8% and projects were moved back, largely due to and project expenditures, nearly triple 11%, respectively to Ayala Land’s market conditions. the actual expenses in 2002. Capital expenditures will comprise 64% or projects contributed P922 million in Capital expenditures, which pertain mainly to P5.1 billion, while project expenditures revenues, sourced from Ayala-related the Parent Company’s investments in rental projects, as well as external clients from assets and equity infusions to subsidiaries the public and private sectors. Revenues and affiliates, amounted to only P1.1 billion Capital expenditures programmed from hotel operations was almost versus budget of P2.1 billion. On the other for 2003 include the planned P2.8 maintained at P1.31 billion as the low-rate hand, project expenditures, representing the billion investment in the Fort strategy in the hotel sector offset the Parent Company’s outlays for development Bonifacio Global City through improved occupancy rates. projects for sale, totaled P1.5 billion. Bonifacio Land Corporation. ALI AR 02.indd 18-19 14% 13% 13% 5% 4% 2% 30% CAPITAL & PROJECT EXPENDITURES (Parent Company Only) 5.8 4.2 3.1 2.5 2.6 01 02 1 Actual expenditures were lower than the consolidated revenues. Construction 19% * hotels, construction, property management and other revenue sources new areas, namely, St. Alexandra Estates Support groups such as construction and 3 4 will account for 36% or P2.8 billion. 3/11/2003, 1:34 PM 0 98 99 02 annual report For residential buildings and 19 ayala land, inc. Inc., made a strong contribution to the booked sales of 1,121 units, 39% above Commercial Centers Group and the Land 00 Project Expenditures Capital Expenditures Responding to the market downturn triggered by the regional economic crisis in 1997, the Company conserved cash and limited its expenditures to strategic investments. Stock Performance AYALA LAND, INC. Ayala Land remained one of the biggest listed companies in the Philippines. With With negative global developments market capitalization of P48.7 billion as including the looming US-Iraq conflict, of end-2002, the Company was the 9th as well as lingering domestic problems largest company in terms of market capital, such as the budget deficit and peace and accounting for 6.7% of the composite index order concerns, the overall stock market and 2.4% of total market capital. performance was lackluster throughout Starting Price Ending Price Percent Change Highest Close Lowest Close Avg Daily Price Avg Daily Volume Avg Daily Value Date Dec. 28, 2001 Dec. 27, 2002 4.85 4.55 -6.19 7.50 4.35 6.12 8,054,049 49,269,355 Parent company Ayala Corporation, the year. STOCK PRICE INFORMATION together with its related companies, Apr. 18, 2002 Dec. 19, 2002 Ayala Land’s stock (ALI) performance was effectively held 65.5% of Ayala Land’s affected by these unfavorable events. ALI 10.69 billion outstanding shares at the end closed at P4.55 per share at the end of 2002. Foreign investors held 21.3% of of 2002, 6% lower than its end-2001 the outstanding shares. level. Volume and value turnover of annual report 02 ALI, PHISIX AND PROPERTY ayala land, inc. 20 the stock, however, increased to daily By way of recognition of investors’ support, averages of 8.1 million shares and P49.3 particularly during the continuing years of million in 2002, up by 4% and 16% difficulty, Ayala Land declared a special year-on-year, respectively. cash dividend of P0.15 per share, in addition to the regular cash dividends RELATIVE PERFORMANCE Dec. 28, 2001 ALI Phisix Property Index 4.85 1,168.08 501.30 Dec. 27, 2002 Change 4.55 1,018.41 417.52 -6.19% -12.81% -16.71% Notwithstanding, ALI performed well of P0.03 per share per semester. This relative to the overall stock market and move was undertaken to distribute excess the property counter. ALI outperformed profits to shareholders and was part of the the Philippine Composite Index (Phisix) Company’s effort to reduce its capital base and the Property Index which posted in tandem with an asset rationalization bigger year-on-year losses of 12.8% and program, both aimed at increasing the 16.7%, respectively. economic value added to shareholders. CASH DIVIDENDS Despite the 6% year-on-year decline in ALI’s share price, the stock outperformed the overall stock market and the property counter. Cash Dividend per share >> In recognition of investors’ support, Ayala Land declared a special cash dividend of P0.15 per share, in addition to the regular cash dividends of P0.03 per share per semester. ALI AR 02.indd 20-21 Declaration Date Record Date Payment Date P0.03 (1H 2002) July 23, 2002 August 6, 2002 September 6, 2002 P0.15 (special) July 23, 2002 August 6, 2002 September 6, 2002 P0.03 (2H 2002) November 29, 2002 January 16, 2003 February 11, 2003 3/11/2003, 1:34 PM Commercial Centers Group count Plus Program, with a total membership ping center leasable area by about 50% of 22,520 maintains a core of loyal shoppers within the five-year period 2001-2005 Key Objectives Achieved for Ayala Center. The Ayala Center Merchant and increase the Company’s presence in The Company’s commercial centers did Reward program recognized merchants with the broad C market. Volume build-up will better in 2002 than in the previous year. exceptional performance in the field of market- be complemented by a move to under- Ayala Center Makati, which constitutes the ing, operations and visual merchandising. served markets in key provincial cities. South of Makati, Alabang Town Center, owned Following a product differentiation bulk of retail rental revenues, continued to strategy, the new retail projects will Despite cautious consumer spending, Ayala Excluding Greenbelt, Ayala Center’s overall targeted the ABC+ family markets and build on the strengths of a traditional occupancy was at a high of 96%. positioned itself as the “family shopping shopping center and incorporate new and entertainment destination in the South.” concepts and special zones in response Continuing merchant replacement ensured to specific markets. The addition of new retail stock and a Center continued to post increases in sales over the years. AYALA CENTER SALES PERFORMANCE (in Php Billion) 25 product differentiation strategy enabled Ayala affordability and a wide variety of shopping 20 Center to benefit from the modest growth in and entertainment facilities. Infrastructure Three projects have been lined up. Last personal consumption expenditure. Within improvement was undertaken to improve August, the Company broke ground on Ayala Center, the Park Square Drive Restau- accessibility and circulation. Despite some Market! Market!, a major retail center 10 catering to the mid-market located 5 on a 9.8-hectare site next to Bonifacio 0 rant row partly opened in the 3rd quarter, with disruption due to the ongoing improvement four establishments operational by year-end. works, occupancy rate stood at 95%, while sales increased by 10% over the previous year. The Company successfully expanded into in the last quarter of 2003 and the ment center, began to generate returns. the Class C and D markets through two value remainder of the initial phase will be Completed in May, Greenbelt 2 and Greenbelt malls, namely Pavilion Mall and Metropoint. 20.18 20.66 02 21 98 99 00 01 02 1,500 1,225 1,200 Pavilion Mall’s rental income grew from able Area (GLA) to Ayala Center. As of previous year’s level with the full year effect Construction of the North Triangle Com- 900 year- end, store spaces had been fully leased of its cinema operations as well as improved mercial Complex with around 200,000 600 out and 74 stores were operational. Con- sales performance and occupancy. square meter GLA is scheduled to begin 300 in Quezon City within 2003. The com- struction of Greenbelt 4 is well underway and Despite the delayed opening of its MRT-LRT mercial center is the initial component of link in November, Metropoint – fully opera- a mixed-use commercial complex in the An aggressive merchant replacement pro- tional in January – managed to surpass budget 16-hectare depot site of the Metro Rail gram introduced new and fresh concepts, owing to savings and additional revenues from Transit Development Corporation. local and foreign. A customer care program carts, kiosks and billboard advertising. The third mall project located in Metro carried out monthly high impact, traffic-gener- TOTAL SHOPPING CENTER LEASABLE AREAS (in ‘000 sqms) completed in 2004. 3 added 22,000 square meters of Gross Leas- ating events and strong promotions for the Strategic Initiatives Angeles is scheduled to begin Electronic Gift Certificates (e-GC). The Dis- Ongoing is a program that will expand shop- construction in 2003. 20-21 19.13 15 Global City. This 152,000 square meter as the country’s first urban retail entertain- ALI AR 02.indd 18.72 GLA shopping mall will partially open New investments in Greenbelt, positioned will be completed in the last quarter of 2003. 18.44 annual report and 3, Ayala Center’s occupancy was at 92%. by affiliate Alabang Commercial Center, 3/11/2003, 1:34 PM 0 1,024 800 832 838 01 02 03 04 05 * Leasable areas exclude parking An expansion program is increasing the Company’s shopping center leasable area by about 50% from 2001 to 2005. ayala land, inc. post growth in sales. Including Greenbelt 2 Land & Community Development Course into residential pockets surrounded by a tination. Each Ayala Greenfield lot owner is new executive golf course. Because of pent-up entitled to one club share. The golf course demand for a high-end development in the area, will be an 18-hole, par 72, championship golf Key Objectives Achieved sales of these high value lots since its launch course, covering approximately 60 hectares. Despite the continued industry were brisk. By year-end, after barely three Construction of the golf course commenced in downturn, demand for the Compa- months of selling, take-up of the Company’s February 2003 and is targeted for completion ny’s high-end residential lots, while share of 55 lots was at 87%. by December 2004. reduced, never really dried up. The Company’s Ayala South developments con- As of year-end, 80% of total 363 lots was The market for Company-developed tinued to be primed with the introduction of new taken up, with the Ayala Greenfield Golf and subdivisions was boosted by the low amenities and the launch of additional phases. Leisure Club as the primary volume driver. interest rate environment and the value assured by the Ayala brand New amenities completed in Ayala Westgrove name itself and continuing Company Heights include the Kidsgrove recreational investments. Sales improved in the facilities and the initial Greenbelt redevelop- second half of 2002 with the launch ment for Phase 3B. An alternative access de Magallanes sold out its remaining 14 commercial lots during the year. 02 Location : Quezon City annual report Ayala Hillside Estates In terms of commercial lots, the Paseo Launch Date : October 2002 of Ayala Hillside Estates and the road leading to Ayala Westgrove Heights is Strategic Initiatives Project Size : 23 has. (residential) Ayala Greenfield Estates Golf and scheduled to open in the 1st half of 2003. For the next two years, high-end lot sales 31 has. (golf course) 22 ayala land, inc. Phase 1 No. of lots Ave. lot size : 579 sqms. Take up as of end-2002 : 87% AYALA SOUTH BOOKED LOT SALES (no. of lots) 306 282 93 140 143 100 46 135 99 00 01 02 Ayala Greeneld Estates Ayala Westgrove Heights Managed release of Ayala South lots to the market over the past four years have resulted in booked sales of over 1,167 lots since 1998. ALI AR 02.indd the year saw sustained demand. Boosting Heights, Ayala Greenfield Estates and Ayala two objectives it had set for itself sales was a stretched financing scheme intro- Hillside Estates. for its traditional market: first, duced in the first quarter and the “Last Quarter re-establish a strong presence north Storm” promo implemented in the fourth This applies to Paseo de Magallanes as of Makati; and, second, increase the quarter. By the end of 2002, 86% of the 1,094 well. Since all 22 commercial and 48 value of its products in Ayala South cumulative lot offering had been taken up. residential lots put on the market in 2001 have been sold out, development plans for The completion of banner amenities in Ayala the Company’s remaining 1.8 hectares in Greenfield Estates also boosted sales during Magallanes are being finalized. In September, Ayala Land launched the year. These amenities include the its newest high-end residential sub- Clubhouse, Nature Park and View Corridor. The focus on current projects will enable the Company to utilize the sales momentum division, Ayala Hillside Estates, near 94 50 98 By year-end, the Company had met 228 211 150 0 sion of existing projects: Ayala Westgrove product enhancements. 139 250 200 A total of 145 new lots offered for sale during through continuing investments and 350 300 will be focused on new phases and expan- Leisure Club. : 55 lots (ALI) Ayala Heights in Quezon City. This Significantly enhancing project value was the generated by market acceptance and 23-hectare project, a joint venture launch in October of the Ayala Greenfield Golf continuing investments in existing properties. with Capitol Hills Golf and Country and Leisure Club. This amenity strengthened It specifically enables the Company to Club (CHGCC), involves the redevelop- the market positioning of Ayala Greenfield ment of the existing Capitol Hills Golf 22-23 Estates as a superior residential weekend des- concentrate on building up the value of its Ayala South communities. 3/11/2003, 1:34 PM Corporate Business Group and improve customer service. Capital cuts to accommodate a wider range expenditures undertaken included the of locators. Key Objectives Achieved upgrade of 6750 and MSE to the standards As expected, office leasing proved to be of the newer buildings. Fortunately, the relatively small revenue contribution of office more difficult than in the previous year. More tenants opted not to renew their As a result of an oversupply of developed rentals which comprised 4% of leases because of closure or downsizing economic zones in the region, take-up total revenues in 2002, and of of local operations in the case of at Laguna Technopark was limited to industrial lot sales, reduce the multinationals. A few moved to cheaper a purchase of one lot of less than 1 negative effects of the poor market. office locations outside MCBD. It took much hectare, by an existing locator. Despite longer to replace tenants. competitors’ aggressive price reductions, Laguna Technopark maintained its selling Grade A buildings with high vacancy rates of remaining inventory into smaller lots is were also a problem. As the supply being undertaken to increase saleability. AYALA LAND AND MAKATI CENTRAL BUSINESS DISTRICT OFFICE OCCUPANCY RATES pressure eased during the last half of the year, the market became steadier albeit Leasing of standard factory building did still depressed. better. Four out of five available units 100% 02 98% 95% 95% 90.6% were leased out to the suppliers of 90% The Company nonetheless realized its major electronic locator companies in the 85% key objectives for the year of achieving Technopark. Construction of a second 80% the highest possible occupancy rates and standard factory building is thus 75% maximizing leasing income. being considered. 70% 96% 94% 92% 89.6% << The Company’s office 87.3% buildings continued to 83.0% 85.2% perform better than market. In 2002, average occupancy rate was 92%, compared to market’s 85% rate. 98 99 00 01 02 ALI Ave. Occupancy Rate Occupancy rates of Tower One, 6750 Strategic Initiatives Ayala Avenue, MSE Building and Ayala Life- Market conditions in 2003 will remain FGU Center averaged 92% for the year difficult and improvements, if any, will be 2002, higher compared to MCBD’s 85%. minimal. For 2003, the Company targets Similarly, Ayala Land’s office rental rates of to maintain, if not slightly improve, office P482-731 per sqm/month were higher than leasing income on the back of improved the P275-605 per sqm/month being quoted 12000 4% 4% 4% << Office rentals represented 5% 4% of total revenues in 5% Yr. 2002. The relatively small contribution of office Since demand for industrial lots is expected To ensure the competitiveness of its concentrate on developing an additional office buildings, the Company continued 12-hectare inventory in Phase 5 of the to invest in various capital expenditures Laguna Technopark, consisting of smaller 22-23 15000 9000 to remain soft in 2003, the Company will ALI AR 02.indd OFFICE RENTAL REVENUE CONTRIBUTION TO CONSOLIDATED REVENUES (in Php Million) occupancy levels. by Premium and Grade A office buildings within the Makati Central Business District. MCBD Ofce Occupancy Rate Source: Colliers International rentals to total revenues 6000 reduce the negative effects of the poor market. 3000 0 98 99 00 01 02 Ofce Buildings 3/11/2003, 1:34 PM annual report price at P3,300 per sqm. Reblocking 23 ayala land, inc. Low rental rates in newer Premium and Residential Buildings Group demand remains weak and vacancy phases 1, 2 and 3 of Ferndale Homes, of One Legazpi Park. 83% have been taken up by the end of 2002, while 69% of the total 142 phase Launched in March 2002, One Legazpi Park 4 lots have been sold. At Montgomery residential buildings sector have experienced brisk sales with almost 50% Place, 75% of the 270 townhouses released been steady given the sound value of the 369-unit inventory taken up within to the market have been taken up. Sales propositions offered by its various the first three months from launch date. By are expected to step up when Phase 1 projects. The poor investment year-end, the project’s take-up rate moved units are completed and turnover starts in climate notwithstanding, the up to 73%. Year-end bookings exceeded early 2003. Company managed to establish the project break-even point. Construction 4% a sustained presence in several of the project is ongoing and is expected to Strategic Initiatives 2% segments of the high-end be completed by January 2006. Although the market outlook for 2003 MCBD RESIDENTIAL CONDOMINIUM VACANCY RATES 14% 11.6% 12% 10% 10.2% 12.9% 10.1% 8.5% 8% 6% 0% annual report was evident in the favorable performance Company sales in the high-end rates remain high. 98 99 00 01 02 Source: Colliers International One Legazpi Park Location : Legazpi St., Launch Date : March 2002 Legazpi Village, Makati Construction Period : 1Q2002-January 2006 No. of Units : 369 Unit Sizes : 40-203 sqms. Ave. Unit Sizes : 70 sqms. Take up as of end-2002 : 73% remains difficult, the Company expects residential buildings sector and create value from these Also within the Makati Central Business to achieve revenue and income growth niche markets. District, the Company, in the fourth quarter by steadily tapping pockets of demand of 2002, completed the development of and through careful management of The market for luxury 28 townhouse units at The Residences at its resources. condominiums remained weak due Greenbelt, all intended for lease. Centrally to flat demand and high vacancies. located within the newly redeveloped Within the next two to three years, the Take-up at the 182-unit One Greenbelt, the project targets the expatriate Company intends to sell out Ferndale Roxas Triangle, however, managed community and empty nesters. Opening of Homes and Montgomery Place. to improve from 50% at the end of the project in December 2002 generated a 2001 to 63% at the end of 2002 good list of prospects. As of year-end, these Other residential building projects are pro- as new payment schemes helped two- and three-bedroom units had been actively under study and planning for attract buyers. Three Company- 14% leased out. launch at the proper time. who were assured lease income North of Makati, in Quezon City, the Within the next two years, the Company from their investments. As of year- Company’s high-end single detached will begin developing on a joint venture end, there were 15 units being housing and townhouse projects continued basis an 8.5-hectare land parcel in Fort leased out by the Company. to sell. New phases launched in Ferndale Bonifacio, which was awarded by the Homes and Montgomery Place helped Bases Conversion Development Authority Demand in certain niche markets, spark buyers’ interest and captured a share in October 2002. particularly for smaller high quality, of the demand. 24 ayala land, inc. Of the total 132 house-and-lot units across Key Objectives Achieved Although supply has bottomed, 02 competitively priced condominium units, leased units were sold to investors ALI AR 02.indd 24-25 3/11/2003, 1:34 PM Mass Housing Group More liberal inhouse financing schemes Dasmariñas, Cavite, in the vicinity Key Objectives Achieved were also introduced and Pag-ibig of Sta. Catalina Homes. Later in the accreditation obtained, giving buyers year, LPHI will start development of Demand for affordable housing continued access to Pag-ibig’s reduced interest rates another affordable housing project to exceed supply, but was, however, and longer terms. in Tanza, Cavite, an offshoot of a result of intensified sales efforts and increased availability of liberal buyer financing schemes. MASS HOUSING BOOKED UNIT SALES* Forces of the Philippines (AFP) offbase housing project. About was set up in Rome, thus broadening LPHI’s 1,000 units to be priced at P400,000 1200 800 Despite a sluggish first half in 2002, the reach of the overseas Filipino workers’ - P700,000 will be constructed on 600 Company, through its mass housing arm, market in Italy. In 2002, sales to overseas the 20-hectare AFP property. 400 Filipino workers increased to 14.3% of total maintained its superior market position sales from 6.2% in the previous year. Further product and geographic its products in Dasmariñas, Cavite and To improve cash flow, LPHI intensified the coming months. In the first Antipolo, Rizal. Booked sales amounted to its collection efforts from buyers and quarter of 2003, LPHI will begin P1.45 billion, up 77% from previous years. promoted the active migration of existing- developing its first medium-rise 0 2.2-hectare site in Parañaque. The 1200 aggressive thrusts in the marketing end. financed its expansion for the year. units will have floor areas from 20 900 sold for P750,000 - P1.8 million. Barring any major economic disruption, and the recruitment of an additional broker and given further interest rate reduction LPHI will sharpen its focus on group resulted in a major reinvigoration of of government housing loans, housing cash generation given the new selling operations. Design breakthroughs demand is expected to be reasonably projects’ funding requirements. and an enhanced capability to purchase healthy, particularly in the segments The downpayment period for materials at the lowest possible prices serviced by LPHI. in-house buyer loans will be reduced to 8 months from 12 affordable products within existing target For 2003, focus will be on the affordable months. Non-strategic properties markets which are superior to competition house-and-lot product line priced from in its landbank will be offered for in size and quality. Hacienda and farm lots P750,000 to P1.8 million, which sale or joint venture. To conserve projects were launched in Lipa, Batangas to represented nearly half of previous year’s cash, landbanking will be exploit new development markets. sales value. In early 2003, another undertaken through joint affordable project will be launched in development agreements. ALI AR 02.indd 24-25 02 1,453 821 600 605 649 99 00 415 300 establishment of an in-house sales group enabled LPHI to launch new, more 99 1500 of receivables, proceeds of which partly to 43 square meters, and will be 98 MASS HOUSING REVENUE BREAKDOWN BY PRODUCT LINE (In Php Million) This performance can be attributed to Strategic Initiatives 01 292 02 residential building project on a backed up by improved commission rates, 00 608 *Excludes socialized housing units in-house buyers. It sold P132 million worth The adoption of higher sales quotas 806 200 diversification will be pursued in and outsold competition, particularly with 754 3/11/2003, 1:35 PM 0 98 01 02 Lots only (P200,000 - 2.0M) House-and-lots Low-cost (P350,000 - 650,000) Affordable (P750,000 - 1.8M) Middle-income (P2.8M - 4.0M) The range of mass housing products has steadily expanded through the years, with affordable housing accounting for 45% of total revenues in 2002. annual report Laguna Properties Holdings, Inc. (LPHI), 1,121 1000 25 ayala land, inc. To augment the existing representative office in Milan, a new representative office employment prospects. grown over the past five years, largely its successful bid for the Armed weighed down by economic uncertainties, notably job security concerns and poor The volume of mass housing sales has Core-Middle Income Residential Group Homes, a 25-hectare residential subdivision Columns is ongoing and is expected to be development in Bacoor, Cavite, a few completed by mid-2006. The second and Key Objectives Achieved kilometers from Ayala Southvale. Phase third towers will commence construction In 2002, the Company, through 1 consisted of 236 lots and 50 house- within 2003 and 2004, respectively. Community Innovations, Inc. (CII), and-lot units to prime the area. The entered the middle-income urban lots, which had an average area of 230 CII built up a separate sales organization residential segment and began to sqms, were priced competitively and backed to service its market, which is different build a name for itself as a builder by affordable payment schemes. Market from Ayala Land’s traditional high-end of communities for young and response exceeded expectations. The lots market. In September 2002, CII completed upwardly mobile urban achievers were sold out within three months from its Sales Division’s full complement. -- executives, professionals and launch. Due to its success, development entrepreneurs. In line with its and launch of Phase 2, consisting of 221 lots Strategic Initiatives mandate of launching at least and 38 house-and-lot-units, was advanced Although the weakness of the real estate two new projects every year, CII to July 2002 from April 2003. market is expected to persist, the core mid Columns during the year. annual report ayala land, inc. Construction of the first tower of The introduced Verdana Homes and The 02 26 CII started operations in March with Verdana Verdana Homes Location Launch Date Total Area Phase 1 No. of lots No. of H&L Phase 2 No. of lots No. of H&L Ave. Lot Size Ave. H&L Size Take up as of end-2002 : Bacoor, Cavite : March 2002 : 25 has. : 236 : 50 : 221 : 38 : 230 sqms. : 200 sqms. (H); 265 sqms. (L) : 99% of 457 lots : 67% of 88 houses The Columns Location Launch Date No. of Buildings: First Tower No. of Resd’l Units Floor Area : Ayala Ave. cor Buendia Ave., Makati : November 2002 (soft launch) January 2003 (official launch) :3 : 284 : 30-71 sqms. (average of 45 sqms.) Take up as of end-2002 : 25% residential market segment is a rich pocket At the end of 2002, take-up of lots in of opportunities remaining to be tapped. Phases 1 and 2 were 100% and 99%, As in 2002, CII, being an Ayala company, respectively. Of the total 88 house-and-lot is expected to benefit from the “flight units offered for sale, 67% were sold to quality” mindset prevailing under the by year-end, mostly to end users. Land current market. development works for both phases are ahead of schedule. To serve the needs of Verdana Homes residents, a commercial strip across the Having achieved its objectives for Verdana subdivision will be opened for sale in 2003. Homes, CII conducted a soft launch of The Columns in November. Strategically In support of its targeted two project located at the corner of Makati’s two launches per year, CII is aggressively major thoroughfares, Ayala and Buendia negotiating the acquisition or joint Avenues, the project consists of three development of several properties which 30-storey residential buildings, 23 storeys are immediately developable. Market of which will be residential. Each tower will permitting, the target of launching two have residential units competitively priced projects per year will be met. CII will also at P2.0-6.0 million per unit. 25% of the 284 participate in the development of certain units of the first tower were already taken areas in Fort Bonifacio. up by the end of 2002, prior to the official launch in January 2003. ALI AR 02.indd 26-27 3/11/2003, 1:35 PM lower priced lots and higher cash discounts, Strategic Initiatives With high occupancy rates and increased mall visitors, Ayala Center Cebu consistently increased take-up was 25% after three months of selling. The Company expects the market sales over the past five years. to remain difficult and will more Key Objectives Achieved As in Metro Manila, the real estate industry Ayala Center Cebu, the centerpiece project vigorously pursue the initiatives in the Visayas and Mindanao regions faced a of Cebu Holdings at the Cebu Business taken in 2002. buyers’ market. Prospective buyers carefully Park, performed well and maintained its evaluated options in terms of getting value foothold in the ABC+ market, ranking first To further strengthen Ayala Center for money and competition among developers in terms of spending per capita. Average Cebu’s leadership in the ABC+ became even more intense. Consumer merchant leasing occupancy was 99% for market, marketing programs will be spending has been equally cautious, and 2002. Despite security concerns in the last undertaken in neighboring regional centered on basic goods. quarter, mall visits and expenditure levels cities, as well as for specific market continued to increase. segments such as family shoppers, AYALA CENTER CEBU SALES PERFORMANCE (In Php Million) 4000 3,327 2,472 2000 1000 0 98 99 00 01 02 Not surprisingly in a market where club shares exclusive shops are being introduced well as the only developer in Visayas are considered luxury products, City Sports as well to enhance the tenant mix. and Mindanao with a wide range of Club Cebu (CSCC) experienced a slowdown Land leases of available space will real estate products. In general, its in sales. As of year-end, cumulative take-up also be pursued to maximize projects have attained the highest market reached 66% out of the 1,391 shares which utilization of the existing asset base. share in different categories owing to the had been put on the market in five tranches Company’s credibility and track record. since February 1999. Despite the recent Release of new tranches of City Sports availability of CSCC shares in the secondary Club Cebu shares will be managed In Bacolod, ALI attained its objective of market, and the entry of new projects, share to promote value appreciation and strengthening the market leadership of prices have, however, remained firm and were operations will be enhanced in various Ayala Northpoint, a high-end residential holding up at P859,000 for Class A shares; aspects, including reciprocal community. Cumulative take-up reached P841,000 for Class B shares; and P1,350,000 arrangements forged with other 54% of a total of 416 lots, inclusive of the for Class C shares, as of year-end. prestigious clubs. In Bacolod, ALI’s dominance in the high-end residential 179 Phase 2 lots launched in April. The Asiatown IT Park of CHI subsidiary, market, through Ayala Northpoint, will Also in Bacolod, the Company launched Cebu Property Ventures and Development be sustained and its current involvement Plantazionne Verdana Homes, a themed- Corporation, has attracted two Japanese in the core mid market expanded. residential community featuring the clustered information technology (IT) software firms. lots concept, in October. This project is Globe Telecom earlier set up its IT Plaza, In the third quarter of 2003, the Company’s successful entry into the which serves as its technical communications Country Estates, a countryside farm core-mid residential market in the Visayas- backbone in Visayas and Mindanao, at the IT estate, will be launched in Mindanao region. For the initial phase, 159 park. To date, the Asiatown IT Park is the only Kang-irag, Cebu City, near Ayala lots were put on the market. Notwithstanding IT Park accredited by the Philippine Economic Heights Cebu, the Company’s competition from similar projects featuring Zone Authority outside Luzon. high-end residential subdivision. 3/11/2003, 1:35 PM Plantazionne Verdana Homes Location : Talisay, Bacolod Launch Date : October 2002 Area : 21.5 has. (total) 6.3 has. (Phase1) No. of Lots : 590 lots (total) 159 lots (Phase 1) Ave. Lot Size : 224 sqms. Take up as of end-2002 : 25% 02 annual report Inc., continued to weather the downturn 26-27 2,889 3000 and overseas contract workers. More Ayala Land and its affiliate, Cebu Holdings, ALI AR 02.indd 3,890 3,676 27 ayala land, inc. Visayas and Mindanao Group Other Business Interests Construction won the bidding and was awarded the averaging 75%, better than MCBD’s construction of BCDA’s Samapaguita West average hotel occupancy rate of 66%. Ramp and MACEA’s Ayala Avenue-Salcedo Oakwood’s average room rate of P4,943 Street underpass. per night continues to be above market of P3,633. Oakwood, ranked number one in Consistent with its mandate, Makati annual report 02 ayala land, inc. 28 Development Corporation (MDC) During the year, MDC focused on reducing terms of revenue per available room, has continued to serve the construction its construction cost by e-procuring its established itself as the country’s premier needs of Ayala Land, Inc. and its direct materials and subcontract works in luxury serviced apartment. subsidiaries which accounted for order to get the best prices possible. 64% of its revenue. The balance Currently, it is modernizing and upgrading Cebu Marriott Hotel’s occupancy rate represented construction contracts its construction equipment to improve averaged 65%, better than Cebu hotel obtained through biddings and productivity and quality, and to reduce market’s 56% average. Average room rate negotiations from both private and direct labor cost through mechanization. was maintained at P1,732 per night, higher than market average of P1,413. public sectors that enhanced the company’s contribution to the Ayala MDC extensively used the SAP software to Group as a whole. strengthen its business processes, improve In 2002, the focus of Ayala Hotels, Inc. quality and increase productivity while was on improving profitability through In January 2003, MDC became the recording and monitoring actual cost of its active asset management. It also sought first company in the Philippines to construction business on a real time basis to protect the average room rates at 2001 receive all three certifications for vis-à-vis approved operating budgets. level given the soft market condition that quality assurance (ISO 9001:2000), Project offices located outside MDC’s head emerged in the aftermath of the global environmental management (IS0 office were given access to SAP. terror wave. health and safety standards (OHSAS Hotels Property Management 18001:1999). In 2002, the hotel markets in the Makati Sparse new developments limited business Commercial Business District (MCBD) and prospects and further tightened Among the projects completed by Cebu Business District remained soft and competition among property managers. MDC during the year were the competitive in view of the prevailing excess Globe-Islacom corporate office at of room supply over demand. 14001:1996) and compliance with (APMC) maintained its high quality of the Cebu Business Park, a Makro ALI AR 02.indd Ayala Property Management Corporation store in Batangas City, and the However, Hotel Intercontinental Manila service and set up a technical emergency Ayala Greenfield Estates village and Oakwood Premier Ayala Center each team and concierge system to further clubhouse and nature park. It also maintained high occupancy rates, address clients’ needs and requirements. 28-29 3/11/2003, 1:35 PM Terrorist threats prompted the adoption The move recognizes a growing niche high-volume operator focusing on a of tighter security measures in all market for leisure activities amid a specific target group of customers. managed properties. generally weak real estate market. It Target customers are small and aims to further strengthen the Company’s medium-size retailers (including To improve revenues, APMC pursued positioning as the most diversified real sari-sari stores), caterers and property management opportunities estate company in the country. institutional customers, such as outside Ayala Land. In 2002, the Company hotels and restaurants. obtained management contracts for two LLCG plans to develop leisure communities Additionally, PMI is emphasizing properties in the Makati Central Business in a mountain, lakeside, beach or farm smaller, low-cost stores and larger District and is managing the premises environment, offering a wide array of real quantities at cheaper prices. of two major tenants in 6750 and MSE estate options such as lots, vacation homes Building. The Company will be increasing and vacation units for rent. The new Strategic Business Unit will initially interest in Metro Rail Transit Corp. target the domestic high-end market and (MRTC) which undertook the MRT-3 In line with efforts to enhance customer undertake stand-alone leisure projects, as Project, a light rail, mass transit satisfaction, APMC initiated seminars and well as integrated leisure communities. system that travels approximately training sessions designed to improve Preparations are ongoing for project 18 kilometers along the median of its employees’ property management and launches in 2003. the Epifanio de Los Santos Avenue people handling skills. It also launched (EDSA), under a Build, Lease and its proactive call center, which utilizes Wholesale Distribution Transfer Agreement. EDSA, the the Customer Relations Management Pilipinas Makro, Inc. (PMI), a joint venture most traveled thoroughfare in Metro module of SAP to solicit customer among Ayala Land, Inc., SM Investments Manila, is a semi-circumferential concerns, check pending jobs and capture Corp., and SHV Makro N.V, continues to road along the north-south axis, unanswered calls. expand its market reach and solidify its connecting major residential and position as the leading wholesaler in the commercial centers to Makati, the Leisure and Lifestyle Communities Philippines. In 2002, PMI opened its ninth city’s central business district. In September 2002, the Company created store in Batangas. the Leisure and Lifestyle Communities MRT-3 is presently being used Group (LLCG) to develop real estate Amid a more competitive market, PMI’s by approximately 350,000 products with a leisure component. business strategy is to remain a low-cost, riders everyday. ALI AR 02.indd 28-29 3/11/2003, 1:35 PM 02 annual report coming months. Ayala Land holds an effective 15.8% 29 ayala land, inc. leasing and brokerage activities in the Infrastructure LANDBANK (As of December 2002) 3,866 Hectares 4 In November 2002, the Company, together compensation committees have been with Greenfield Development Corporation, organized with an independent director signed an agreement with Metro Pacific as member. An Anti-Money Laundering Asset Rationalization Corporation to acquire a controlling interest Manual was likewise adopted in November One of the Company’s strengths in Bonifacio Land Corporation (BLC) pursuant to the government anti-money is its large, high quality landbank constituting 50.38% of its outstanding laundering initiative. which as of end-2002 stood at capital stock. The agreement will enable the 3,866 hectares, estimated to be partnership to acquire a significant position Marketing Organization at least 15-20 years worth of in Fort Bonifacio, the single most attractive Faced with a weak market, the Company’s development. About 74% of this available parcel of land of that size in Metro Sales and Marketing Services Group landbank is located in the Manila at a fair price. Over the medium and (SMSG) intensified its efforts to generate Calabarzon area where the long term, Fort Bonifacio will evolve as a healthy sales volumes and development 2,500-hectare Ayala South natural and complementary extension of the income for the Company. community is being developed. Makati Central Business District. Key Corporate Initiatives 3 1 2 1 Calabarzon 2 Visayas/ Mindanao Area 74% 13% 3 Metro Manila 10% 4 Other Luzon Area 3% The 3,866-hectare landbank consisting of high-quality, low cost properties in choice locations is a source of the Company’s strength. annual report 02 ayala land, inc. 30 The Company structured its sales Last year, the Company continued The asset rationalization program is organization to reach the widest markets. to implement an asset expected to continue in the next five years In the second quarter of 2002, the rationalization program aimed at until the Company is able to establish the Company formed Ayala Land Sales, Inc., generating liquidity and increasing right mix of assets that will support its also known as ALI Property Specialists the Company’s capability for medium- to long-term growth. (ALIPS), an in-house, commission-based making additional strategic brokerage group, to focus on ALI’s high- investments. Non-strategic Corporate Governance properties and investments were The Company has a long-standing identified for possible disposal. commitment to the principles of good ALIPS complements the Company’s two These include 319 hectares and transparent corporate governance. Its other primary distribution channels, Ayala representing 8% of total landbank. focus on creating and sustaining increased Land’s SMSG and external brokers. shareholder value has been key to its Aside from serving as an in-house sales Landbanking activities will focus financial strength and competitiveness in a group, SMSG manages the external brokers on properties used for its core volatile market. and champions customers’ interests end subdivision and building projects. businesses, particularly shopping ALI AR 02.indd through its involvement in project centers and low- to middle-cost In line with the best practices of corporate conceptualization, design housing. In October 2002, the governance contained in the Code of and development. Company signed a joint Corporate Governance approved by the development agreement with the Securities and Exchange Commission (SEC) Working with the Buyer Financing Division, BCDA on the 8.5-hectare Lot B which on 4 April 2002, the Company adopted attractive payment schemes were will be developed as a residential a Manual on Corporate Governance in introduced and served as effective enclave in Fort Bonifacio. August. Audit, nomination and incentives for buyers. Sales initiatives 30-31 3/11/2003, 1:35 PM and broker briefings were conducted out the software to Ayala Land and P900 million, generating savings on a quarterly basis to ensure market its major subsidiaries. mySAP.com is of P195 million by year-end. penetration. A comprehensive sales the leading enterprise resource planning E-bidding has since been rolled-out program called the “Last Quarter Storm” software designed to provide a fully to Ayala Land subsidiaries, was implemented in the fourth quarter integrated and widely accessible system namely Makati Development to increase prospects and bookings, that can provide consistent and up-to-date Corporation and Laguna Properties enhance broker incentives and push information valuable for better decision Holdings, Inc. slow moving units. By year-end, this making and quicker response. The tangible benefits of an integrated, real- owned subsidiary ALInet.com, time information system are already being expects to further enhance its cost Buyer Financing realized. More benefits are expected to be competitiveness with its Sales and project development staff realized through a continuous improvement establishment of myCVP.com, Inc. continued to work hand-in-hand with program and expanding the utilization of in 2002 together with five other the Buyer’s Financing Division to make mySAP.com to a broader user base. players in the construction industry. payment terms attractive to as wide myCVP.com, the country’s premiere a market as possible. Low borrowing Cost Management construction vertical portal, allows cost allowed the Company to reduce The Company made steady progress in a broad range of local and foreign interest rates on its installment packages, reducing costs to ensure competitiveness of companies to purchase a wide resulting in more affordable monthly its products and address the needs of the variety of construction and building- amortization levels. price sensitive market. related products in an electronic purchasing marketplace through its Brisk take-up enabled the Company Cost reduction initiatives include bulk e-bidding facility (via BayanTrade) to bring down our downpayment purchases of cement and reinforced steel and other value-added services. requirements, making it easier for buyers bars, value engineering measures to assess to own their desired Ayala property. the efficiencies of designs against costs, the Lastly, a solid balance sheet allowed use of locally or regionally manufactured the Company to season its installment construction materials, whenever feasible, receivables longer, while it continues and adoption of contract packaging formula negotiating with various financial on volume construction, in the case of institutions for no-recourse discounting Laguna Properties Holdings, Inc. facilities for its Contracts-to-Sell (CTS). E-bidding, through business-to-business Integrated Information System solutions service provider, BayanTrade, Ayala Land completed the implementation was successfully institutionalized in the of mySAP.com substantially on time and Company’s procurement process. In below budget and successfully rolled 2002, e-bid volume amounted to over ALI AR 02.indd 30-31 3/11/2003, 1:35 PM 02 annual report key projects. Ayala Land, through its wholly 31 ayala land, inc. program managed to accelerate sales of Ayala Land’s achievements in 2002 included the opening of Greenbelt 2 and 3 as the country’s rst urban retail entertainment center and the successful launches of new residential developments catering to distinct market niches. Verdana Homes, Bacoor, Cavite Ayala Greenfield Estates clubhouse ALI AR 02.indd 32-33 3/11/2003, 1:35 PM One Legazpi Park model unit Hacienda Sta. Monica, Lipa, Batangas ALI AR 02.indd 32-33 3/11/2003, 1:35 PM Greenbelt park St. Alexandra Estates, Antipolo ALI AR 02.indd 34-35 3/11/2003, 1:36 PM Plantazionne Verdana Homes, Bacolod Greenbelt 3 Montgomery Place Townhall The Residences at Greenbelt Ayala HIllside Estates ALI AR 02.indd 34-35 3/11/2003, 1:36 PM Board of Directors annual report 02 ayala land, inc. 36 Fernando Zobel de Ayala Chairman of the Board ALI AR 02.indd 36-37 Francisco H. Licuanan III President Jaime Augusto Zobel de Ayala II Vice Chairman 3/11/2003, 1:36 PM Manuel Q. Bengson Leandro Y. Locsin, Jr. ALI AR 02.indd Aristón Estrada, Jr. 36-37 Deln L. Lazaro Ramón R. del Rosario, Jr. Mercedita S. Nolledo Corporate Secretary and Treasurer 3/11/2003, 1:36 PM Management Committee Francisco H. Licuanan III President ALI AR 02.indd Vincent Y. Tan Executive Vice President 38-39 Mercedita S. Nolledo Executive Vice President Manuel J. Colayco, Jr. SVP, Head - Mass Housing Group 3/11/2003, 1:36 PM Miriam O. Katigbak SVP, Head - Commercial Centers Group Emilio J. Tumbocon VP, Head - Construction Management Group ALI AR 02.indd Tristan B. de la Rosa SVP, Head - Land and Community Development Group and Sales and Marketing Services Group Ma. Victoria E. Añonuevo VP, Head - Corporate Business Group and Leisure & Lifestyle Communities Group 38-39 Angela dV. Lacson VP, Head - Residential Buildings Group and Core Middle Income Residential Group Jose Rene D. Almendras VP, Head - Vis-Min Group 3/11/2003, 1:36 PM Jaime E. Ysmael VP, Chief Finance Ofcer Ayala Land, Inc. Ofcers annual report 02 ayala land, inc. 40 President Assistant Vice Presidents Pierangeli T. Sulit Francisco H. Licuanan III Dinna G. Bayangos Roberto P. Tagamolila Aniceto V. Bisnar, Jr. Sheila Marie U. Tan Executive Vice Presidents Roberto A. Chan Jonathan E. Umali Mercedita S. Nolledo Maria Corazon G. Dizon Vincent Y. Tan Bernard Vincent O. Dy Division Managers Vernon A. Gamboa Dante M. Abando Senior Vice Presidents Raul M. Irlanda Rosabella S. Abella Manuel J. Colayco, Jr. Segundina J. Laurel Leovigildo D. Abot Tristan B. dela Rosa Helen Grace T. Lazo Tetta B. Baad Miriam O. Katigbak Michael Alexis C. Legaspi Cristina C. Comia Joselito N. Luna Melito A. Cruz Vice Presidents Estrella E. Mariano Rowena Paz S. Cruz Jose Rene D. Almendras Joseph V. Mendoza Wenceslao A. Cruz, Jr. Ma. Victoria E. Añonuevo Francis O. Monera Ma. Cristina D. Esguerra Marcelo M. Casillan, Jr. Rowena M. Nazareth Berni C. Espiritu Arturo G. Corpuz Ma. Teresa S. Palma Myrna Lynne C. Fernandez Angela dV. Lacson David L. Rafael Josue A. Ferrer Ma. Cynthia H. Poblador Ruperto G. Rodriguez Javier D. Hernandez Eliezer C. Tanlapco Juanito P. Rosales Yolanda F. Ibarle Emilio J. Tumbocon Rowena M. Tomeldan Ma. Carmela K. Ignacio Jaime E. Ysmael Jose Emmanuel H. Jalandoni Senior Division Managers Cesar Jose C. Jesena Ma. Cristina G. Angan Jose Juan Z. Jugo Ruel C. Bautista Roberto S. Marquez, Jr. Steven J. Dy Mario C. Monsalve Ramoncito J. Gabriel Rafael Ramon L.Prats, Jr. Catherine A. Ilagan Ana Marie Y. Raymundo Jose Ma. D. Lopez Christine Y. Reyes Ramel R. Mella Salvador C. Tan Thomas F. Mirasol Zosimo G. Tayaban Rosaleo M. Montenegro Laurence John I. Visco Simon C. Mossesgeld Ma. Katrina M. Yatco Rodelito J. Ocampo Eliseo P. Cardenas Ma. Carmen M. Rosal Francisco Ma. D. Roxas Teodoro B. San Juan ALI AR 02.indd 40-41 As of December 31, 2002 3/11/2003, 1:36 PM Statement of Management’s Responsibility for Financial Statements The management of Ayala Land, Inc. is responsible for all information and representations contained in the consolidated balance sheets of Ayala Land, Inc. and Subsidiaries as of December 31, 2002 and 2001 and the related consolidated statements of income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2002. The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the Philippines and reflect amounts that are based on the best estimates and informed judgment of management with an appropriate consideration to materiality. In this regard, management maintains a system of accounting and reporting which provides for the necessary internal controls to ensure that transactions are properly authorized and recorded, assets are safeguarded against unauthorized use or disposition and liabilities are recognized. its subsidiaries in accordance with auditing standards generally accepted in the Philippines and have expressed their opinion on the fairness of presentation 41 The Board of Directors reviews the consolidated financial statements before such statements are approved and submitted to the stockholders of the Company. upon completion of such audit in their report to stockholders. Fernando Zobel de Ayala Chairman Francisco H. Licuanan III President Jaime E. Ysmael Chief Finance Officer ALI AR 02.indd 40-41 3/11/2003, 1:36 PM ayala land, inc. SyCip Gorres Velayo & Co., the independent auditors appointed by the stockholders, have audited the consolidated financial statements of the Company and annual report 02 Report of Independent Auditors The Stockholders and the Board of Directors Ayala Land, Inc. We have audited the accompanying consolidated balance sheets of Ayala Land, Inc. and Subsidiaries as of December 31, 2002 and 2001, and the related consolidated statements of income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2002. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the Philippines. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a annual report 02 ayala land, inc. 42 reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Ayala Land, Inc. and Subsidiaries as of December 31, 2002 and 2001, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2002 in conformity with accounting principles generally accepted in the Philippines. January 28, 2003 Makati City ALI AR 02.indd 42-43 3/11/2003, 1:36 PM AYALA LAND, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Amounts in Thousands) December 31 2002 2001 P5,713,495 P6,737,331 Accounts and notes receivable - net (Notes 4 and 13) 3,942,943 4,228,444 Subdivision land for sale 4,441,539 4,591,768 Condominium and residential units for sale 2,829,936 4,164,684 780,253 828,067 17,708,166 20,550,294 ASSETS Current Assets Other current assets (Note 12) Total Current Assets 4,045,752 2,088,302 Land and Improvements (Note 8) 19,261,894 19,888,310 Investments - net (Notes 5 and 8) 18,903,013 17,278,933 1,150,700 1,011,518 788,151 890,283 P61,857,676 P61,707,640 Noncurrent Accounts and Notes Receivable (Note 4) Property and Equipment - net (Notes 6 and 8) Other Assets (Note 12) 02 annual report Cash and cash equivalents (Note 3) ayala land, inc. 43 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities P3,792,662 P4,818,735 Bank loans (Note 8) 1,942,000 760,000 Income tax payable 538,681 315,555 309,884 6,418,957 1,427,642 859,291 431,703 496,002 8,442,572 13,668,540 Long-term Debt - net of current portion (Note 8) 8,622,614 3,741,071 Noncurrent Liabilities and Deposits (Notes 9 and 12) 2,886,994 2,660,252 731,546 643,559 5,698,130 5,803,955 35,475,820 35,190,263 P61,857,676 P61,707,640 Accounts payable and accrued expenses (Note 7) Current portion of: Long-term debt (Note 8) Estimated liability for land and property development Other current liabilities (Note 12) Total Current Liabilities Estimated Liability for Land and Property Development - net of current portion Minority Interest in Consolidated Subsidiaries Stockholders’ Equity (Note 10) See accompanying Notes to Consolidated Financial Statements. ALI AR 02.indd 42-43 3/11/2003, 1:36 PM AYALA LAND, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Amounts in Thousands, Except Earnings Per Share) Years Ended December 31 2002 2001 2000 P9,860,057 P9,104,315 P7,793,667 1,308,957 1,320,417 1,185,091 1,058,015 1,267,894 1,326,857 12,227,029 11,692,626 10,305,615 Real estate (Notes 11 and 13) 5,458,797 5,616,815 4,903,218 Hotel operations (Note 11) 1,080,195 1,055,530 945,521 General and administrative expenses (Notes 11 and 14) 1,332,985 1,064,646 1,029,905 695,130 783,524 799,656 1,123,414 918,847 631,849 9,690,521 9,439,362 8,310,149 2,536,508 2,253,264 1,995,466 REVENUES Real estate (Note 13) Hotel operations Equity in net earnings of associates, interest, fees, investment and other income (Notes 5 and 13) COSTS AND EXPENSES annual report 02 Interest and other charges (Note 8) Provision for income tax (Note 12) ayala land, inc. 44 INCOME BEFORE NET EARNINGS (LOSS) APPLICABLE TO MINORITY INTEREST NET EARNINGS (LOSS) APPLICABLE TO MINORITY INTEREST NET INCOME Earnings Per Share (Note 15) 16,979 (34,019) P2,519,529 P2,287,283 P1,844,205 P0.24 P0.21 P0.17 See accompanying Notes to Consolidated Financial Statements. ALI AR 02.indd 44-45 151,261 3/11/2003, 1:36 PM AYALA LAND, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Amounts in Thousands, Except Par Value and Cash Dividends Per Share) Years Ended December 31 2002 2001 2000 P10,684,310 P10,684,075 P8,893,551 CAPITAL STOCK - P1 par value (Note 10) Issued Balance at beginning of year 50 235 7,326 Stock options exercised — — 4,477 Stock dividends — — 1,778,721 10,684,360 10,684,310 10,684,075 9,022 9,046 14,066 Issuance of shares Balance at end of year Subscribed (Notes 10 and 16) Issuance of shares (50) (235) Stock options exercised (cancelled) 389 211 Balance at end of year (492) — — 2,798 9,361 9,022 9,046 02 ADDITIONAL PAID-IN CAPITAL (Note 16) 3,013,769 Balance at beginning of year Stock options exercised (cancelled) 5,221 3,018,990 Balance at end of year 3,063,340 (49,571) 3,013,769 3,181,759 (118,419) 3,063,340 SUBSCRIPTIONS RECEIVABLE (Note 16) (22,266) Balance at beginning of year 5,679 Stock options exercised - net (16,587) Balance at end of year (56,494) (176,532) 34,228 120,038 (22,266) (56,494) 13,696,124 13,684,835 13,699,967 6,000,000 6,000,000 6,000,000 Balance at beginning of year 15,505,985 13,860,295 14,385,631 Cash dividends - P0.21 per share in 2002 and P0.06 per share in 2001 and 2000 (2,245,261) RETAINED EARNINGS (Note 10) Appropriated for future expansion Unappropriated: (641,593) — Stock dividends - 20% Net income Balance at end of year — (588,022) (1,781,519) 2,519,529 2,287,283 1,844,205 15,780,253 15,505,985 13,860,295 21,780,253 21,505,985 19,860,295 TREASURY STOCK (Note 10) (557) Balance at beginning of year (557) (533) — (24) (557) (557) — Shares repurchased (557) Balance at end of year P35,475,820 P35,190,263 See accompanying Notes to Consolidated Financial Statements. ALI AR 02.indd 44-45 3/11/2003, 1:36 PM P33,559,705 annual report Stock dividends (7,326) 45 ayala land, inc. Balance at beginning of year AYALA LAND, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in Thousands) Years Ended December 31 2002 2001 2000 P3,659,922 P3,172,111 P2,627,315 CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax and net earnings (loss) applicable to minority interest Adjustments to reconcile income before income tax and net earnings (loss) applicable to minority interest to operating income before changes in working capital: Depreciation and amortization 829,748 752,546 699,894 Interest expense - net of amount capitalized 685,085 542,465 454,385 Provision for doubtful accounts 37,003 23,543 6,054 Dividends received from associates 10,500 14,000 29,750 (696,926) (626,618) (479,191) (50,091) (66,824) (102,453) Interest income Equity in net earnings of associates Operating income before changes in working capital annual report 02 4,475,241 3,811,223 3,235,754 Changes in operating assets and liabilities: Decrease (increase) in: Accounts and notes receivable - trade 46 ayala land, inc. Subdivision land for sale Condominium and residential units for sale Other current assets (1,788,714) (333,343) 245,352 406,244 118,447 (278,586) 1,728,329 652,954 (130,048) 73,903 181,353 (155,500) 340,666 (113,326) (175,036) 132,358 Increase (decrease) in: Accounts payable and accrued expenses Other current liabilities Estimated liability for land and property development (1,067,411) 5 656,338 (116,982) 136,825 4,483,935 4,479,282 3,072,829 Interest received 390,461 489,788 372,611 Income tax paid (911,576) (851,879) (1,043,180) Interest paid - net of amount capitalized (643,763) (575,196) (408,174) Cash generated from operations Net cash provided by operating activities 3,319,057 3,541,995 1,994,086 CASH FLOWS FROM INVESTING ACTIVITIES Net additions to: (23,179) (301,666) (1,221,224) (2,121,065) (1,743,552) (1,084,884) (376,602) (232,538) (196,338) Accounts and notes receivable - nontrade 386,227 266,160 (755,158) Other assets 107,859 (206,415) 139,379 Land and improvements Investments Property and equipment Decrease (increase) in: Net cash used in investing activities (2,026,760) (Forward) ALI AR 02.indd 46-47 3/11/2003, 1:36 PM (2,218,011) (3,118,225) Years Ended December 31 2002 2001 2000 CASH FLOWS FROM FINANCING ACTIVITIES Net proceeds from (payments of): Bank loans P1,182,000 P527,000 (P261,000) Long-term debt (1,227,530) 2,080,390 702,775 Increase (decrease) in: Minority interest in consolidated subsidiaries Proceeds from issuance of capital stock (cancellation of subscriptions) Dividends paid 86,158 (251,179) 198,134 (122,804) (395,072) (194,097) 11,289 (15,131) (2,245,246) (641,590) — Purchase of treasury shares 5,604 (534,456) — (24) Net cash provided by (used in) financing activities (2,316,133) 1,304,418 (83,064) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1,023,836) 2,628,402 (1,207,203) 6,737,331 4,108,929 5,316,132 P5,713,495 P6,737,331 P4,108,929 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR CASH AND CASH EQUIVALENTS AT END OF YEAR 47 46-47 ayala land, inc. See accompanying Notes to Consolidated Financial Statements. ALI AR 02.indd 02 annual report Noncurrent liabilities and deposits 3/11/2003, 1:36 PM AYALA LAND, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Corporate Information SFAS 31/IAS 31, “Financial Reporting of Interests in Joint Ventures,” and SFAS 36/IAS 36, “Impairment of Assets” effective January 1, 2002. Ayala Land, Inc. (the Company) is incorporated in the Republic of the Philippines. The Company’s registered office and its principal place of Adoption of the above standards in 2002 did not result in restatements of prior business is at Tower One, Ayala Triangle, Ayala Avenue, Makati City. The year consolidated financial statements. Additional disclosures required by the Company’s parent is Ayala Corporation (AC). new standards, however, were included in prior year consolidated financial statements, where applicable. The Company is incorporated to hold, develop, manage, administer, sell, convey, encumber, purchase, acquire, rent or otherwise deal in and dispose Basis of Consolidation of, for itself or for others, residential including, but not limited to, all kinds of The consolidated financial statements represent the consolidation of the housing projects, commercial, industrial, urban or other kinds of real property; financial statements of the Company and the following wholly owned and to acquire, purchase, hold, manage, develop and sell subdivision lots, with or majority owned subsidiaries: without buildings or improvements; to erect, construct, alter, manage, operate, lease, in whole or in part, buildings and tenements of the Company or of other annual report 02 Effective persons; and, to engage or act as real estate broker. Percentages of Ownership 48 ayala land, inc. The number of employees of the Company and its subsidiaries averaged 1,678 in 2002 and 1,657 in 2001. Real Estate: Amorsedia Development Corporation and subsidiaries OLC Development Corporation Ayala Greenfield Development Corporation (AGDC) 2. Summary of Significant Accounting Policies The principal accounting policies adopted in preparing the consolidated financial statements of the Company and its subsidiaries are as follows: 100% 100 50 Ayala Land Sales, Inc. 100 Buendia Landholdings, Inc. 100 Community Innovations, Inc. (formerly Five Corners Ventures Corp.) 100 Crimson Field Enterprises, Inc. 100 Basis of Preparation First South Properties, Inc. 100 The consolidated financial statements are prepared in conformity with Food Court Company, Inc. 100 accounting principles generally accepted in the Philippines and under the Laguna Properties Holdings, Inc. and subsidiaries 100 historical cost convention. Las Lucas Development Corporation 100 Liberty Real Holdings Corporation (LRHC) 100 Adoption of New Standards Red Creek Properties, Inc. 100 The Company and its subsidiaries adopted Statement of Financial Accounting Aurora Properties Incorporated 70 Standards (SFAS) 16/International Accounting Standard (IAS) 16, “Property, Vesta Property Holdings, Inc. 70 Plant and Equipment,” SFAS 24/IAS 24, “Related Party Disclosures,” SFAS Laguna Technopark, Inc. 61 27/IAS 27, “Consolidated Financial Statements and Accounting for Investments CMPI Holdings, Inc. 60 in Subsidiaries,” SFAS 28/IAS 28, “Accounting for Investments in Associates,” ALI-CII Development Corporation (ALI-CII) 50 Roxas Land Corporation (RLC) 50 ALI AR 02.indd 48-49 3/11/2003, 1:36 PM Effective gross profit rates of individual sales contracts. The percentage of completion Percentages method is used to recognize income from sales of projects where the Company of Ownership and certain subsidiaries have material obligations under the sales contract to Construction: complete the project after the property is sold. Under this method, the gain on Makati Development Corporation 100 sale is recognized as the related obligations are fulfilled. Hotels: Ayala Hotels, Inc. (AHI) and subsidiaries 50 Property Management: Cost of subdivision land sold before the completion of the development is determined on the basis of the acquisition cost of the land plus its full Ayala Property Management Corporation 100 development costs, which include estimated costs for future development Ayala Theatres Management, Inc. and subsidiaries 100 works, as determined by the technical staff of the Company and certain Entertainment: subsidiaries. Cost of condominium and residential units sold before completion Five Star Cinema, Inc. 100 Leisure and Allied Industries Philippines, Inc. (LAI) 50 Others: of the project is determined based on actual costs and project estimates of building contractors and technical staff. The estimated future expenditures for the development of the sold portion of the subdivision land and condominium ALInet.com, Inc. 100 and residential units are shown under the “Estimated Liability for Land and Ayala Infrastructure Ventures, Inc. 100 Property Development” account in the consolidated balance sheets with the portion expected to be incurred within the succeeding year presented as a significant management influence and control over AHI and subsidiaries. Revenues from construction contracts of a subsidiary are recognized using the Likewise, the Company, through its 50% effective ownership and by virtue percentage of completion method, measured principally on the basis of the of a management contract or shareholders’ agreement, exercises significant estimated physical completion of the contract work. influence and control over the operation and management of RLC, AGDC, ALI-CII and LAI. Accordingly, the accounts of AHI, RLC, AGDC, ALI-CII and LAI are Contract costs include all direct materials and labor costs and those indirect consolidated with the accounts of the Company. costs related to contract performance. Expected losses on contracts are recognized immediately when it is probable that the total contract costs will Except as stated otherwise, consolidated financial statements are prepared exceed total contract revenues. Changes in contract performance, contract using uniform accounting policies for like transactions and other events in conditions and estimated profitability, including those arising from contract similar circumstances. All significant intercompany transactions and balances penalty provisions, and final contract settlements which may result in revisions are eliminated in consolidation. The excess or deficiency of the Company’s and to estimated costs and gross margins are recognized in the year in which the certain subsidiaries’ cost of such investments over their proportionate share changes are determined. in the underlying net assets at dates of acquisition which is not identifiable to specific assets is amortized on a straight-line basis over a period of 10 years. Revenues from hotel operations of a subsidiary are recognized when services are rendered. Revenues from banquets and other special events are recognized Revenue and Cost Recognition when the events take place. Income from sales of substantially completed projects where collectibility of sales price is reasonably assured is accounted for using the full accrual method Revenues from rent as well as management fees from administrative and while income from sales of projects where collectibility of sales price is not property management are recognized when earned. reasonably assured is recognized using the installment method. Realized income on installment sales is computed based on collections multiplied by the ALI AR 02.indd 48-49 Interest is recognized as it accrues. 3/11/2003, 1:36 PM annual report AC owns the other 50% of AHI and subsidiaries. The Company exercises 02 49 ayala land, inc. current liability. Cash and Cash Equivalents represents the excess of the cost of the acquisition over the fair value of Cash includes cash on hand and cash in banks. Cash equivalents are short-term, identifiable net assets of the associate at the date of acquisition which is not highly liquid investments that are readily convertible to known amounts of cash identifiable to specific assets. Goodwill is amortized on a straight-line basis with original maturities of three months or less from dates of acquisition and that over a ten-year period. are subject to an insignificant risk of change in value. Investments in shares of stock of companies in which the Company and certain Trade Receivables subsidiaries do not exercise significant influence and investments in land are Trade receivables are recognized and carried at the original contract price carried at cost less any substantial and presumably permanent decline in or invoice amount less any unrealized gain, as applicable, and allowance for aggregate carrying value of these investments. Land improvements, buildings any uncollectible amounts. An estimate for doubtful accounts is made when and hotel property and equipment are carried at cost less accumulated collection of the full amount is no longer probable. amortization and depreciation and any impairment in value. All costs that are directly attributable to the construction of the building and hotel property Subdivision Land for Sale and Condominium and Residential Units for Sale and equipment are capitalized, including interest during construction period. Subdivision land for sale and condominium and residential units for sale are Amortization and depreciation are computed on a straight-line method over the carried at the lower of cost or net realizable value (estimated selling price less estimated useful lives of the assets. cost to complete and sell) and include those costs incurred for development and improvement of the properties. hotel property and equipment are as follows: land improvements - 5 years; annual report 02 ayala land, inc. 50 The estimated useful lives of investments in land improvements, buildings and Land and Improvements buildings - 20 to 40 years; and, hotel property and equipment - 10 to 50 years. Land and improvements are carried at the lower of aggregate cost or net realizable value and include those costs incurred for development and The cost of significant additions, renewals and betterments are capitalized improvement of the properties. The aggregate net realizable value on a per while minor expenditures for repairs and maintenance are directly charged location basis is substantially in excess of costs. to operations. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any Investments resulting gain or loss is credited or charged to operations. Investments in associates are accounted for under the equity method of accounting. An associate is an entity in which the Company has significant Investment in government bond is carried at cost. influence and which is neither a subsidiary nor a joint venture. Property and Equipment Investments in associates are carried in the consolidated balance sheets at Property and equipment are carried at cost less accumulated depreciation and cost plus post-acquisition changes in the Company’s share in the net assets amortization and any impairment in value. of the associates, less any impairment in value. The consolidated statements of income reflect the Company’s share on the results of operations of these The initial cost of property and equipment comprises its construction cost or associates. Unrealized gains arising from transactions with the associates are purchase price and any directly attributable costs of bringing the asset to its eliminated to the extent of the Company’s interest in the associates, against the working condition and location for its intended use. Expenditures incurred investments in associates. Unrealized losses are eliminated similarly but only after the fixed assets have been put into operation, such as repairs and to the extent that there is no evidence of impairment of the asset transferred. maintenance, are normally charged to operations in the period in which the Dividends received are treated as a reduction in the carrying value of the costs are incurred. In situations where it can be clearly demonstrated that investments. the expenditures have resulted in an increase in the future economic benefits expected to be obtained from the use of an item of property and equipment The Company’s investments in associates include goodwill on acquisition beyond its originally assessed standard of performance, the expenditures are (net of accumulated amortization and any impairment in value). Goodwill capitalized as an additional cost of property and equipment. ALI AR 02.indd 50-51 3/11/2003, 1:36 PM Depreciation is computed on a straight-line basis over the estimated useful rate of interest assumed in the actuarial valuation, is sufficient to provide the life of the asset as follows: buildings and improvements - 20 to 40 years; required retirement benefit at the employee’s retirement. machinery and construction equipment - 5 years; furniture, fixtures and office equipment - 3 to 10 years; and, transportation equipment - 3 to 5 years. Certain subsidiaries and associates continue to determine their retirement costs using the projected unit credit method. The projected unit credit method The useful life and depreciation method are reviewed periodically to sees each year of service as giving rise to an additional unit of pension ensure that the method and period of depreciation are consistent entitlement and values each unit separately to build up a total retirement with the expected pattern of economic benefits from items of property benefit obligation. Under this method, the annual normal cost for an equal unit and equipment. of benefit increases each year because the period to the employee’s retirement continually shortens, and the probability of reaching retirement increases. It Impairment of Assets is not practical for these companies to shift to the entry age normal method in An assessment is made at each balance sheet date to determine whether there 2002. Had these companies used the entry age normal method, the effect in is any indication of impairment of any asset, or whether there is any indication net income would not be material. that an impairment loss previously recognized for an asset in prior years may no recoverable amount is estimated. An asset’s recoverable amount is computed Deferred income tax is provided using the liability method. Deferred tax assets as the higher of the asset’s value in use or its net selling price. and liabilities are recognized for the future tax consequences attributable to (a) differences between the financial reporting bases of assets and liabilities An impairment loss is recognized only if the carrying amount of an asset and their related tax bases and (b) carryforward benefit of minimum corporate exceeds its recoverable amount. An impairment loss is charged to operations income tax (MCIT) and net operating loss carryover (NOLCO). Deferred tax in the period in which it arises. assets and liabilities are measured using the tax rates expected to apply to taxable income in the years in which those temporary differences are expected A previously recognized impairment loss is reversed only if there has been to be recovered or settled and the NOLCO is expected to be applied. a change in the estimates used to determine the recoverable amount of an asset, however, not to an amount higher than the carrying amount that would A valuation allowance is provided for deferred tax assets which are not have been determined (net of any depreciation), had no impairment loss been reasonably expected to be realized in the future. Any change in the valuation recognized for the asset in prior years. allowance on deferred tax assets is included in the computation of the provision for deferred income tax for the period. A reversal of an impairment loss is credited to current operations. Borrowing Costs Stock Option Plans Borrowing costs are generally expensed as incurred. Interest and other The Company has stock option plans for the granting of nontransferable options financing costs incurred during the construction period on borrowings used to key officers and employees, whereby they are granted an option to purchase to finance property development are capitalized as part of development a fixed number of shares of stock at a stated price during a specified period. costs (included in “Subdivision land for sale,” “Condominium and residential Options exercised are recorded at the option price. units for sale,” “Land and Improvements” and “Investments” accounts in the consolidated balance sheets). Capitalization of borrowing costs commences Retirement Costs when the activities to prepare the asset are in progress and expenditures and The Company’s and most of its subsidiaries’ retirement costs are determined borrowing costs are being incurred. Capitalization of borrowing costs ceases using the entry age normal method. Under the entry age normal method, each when substantially all the activities necessary to prepare the asset for its employee is assumed to have entered the plan when first employed or as soon intended use or sale are complete. If the carrying amount of the asset exceeds as he or she became eligible. Under this method, the current service cost is a its recoverable amount, an impairment loss is recorded. level annual amount or a fixed percentage of salary which, when invested at the ALI AR 02.indd 50-51 3/11/2003, 1:37 PM 02 annual report Income Taxes 51 ayala land, inc. longer exist or may have decreased. If any such indication exists, the asset’s Foreign Currency Transactions standard also requires that expenditures on research, start-up, training, Transactions in foreign currencies are recorded using the exchange rate at the advertising and relocation be expensed as incurred. The Company and date of the transactions. Foreign currency assets and liabilities are stated certain subsidiaries will adopt SFAS 38/IAS 38 in 2003. This will result in at the exchange rates prevailing at balance sheet dates. Exchange gains or a retroactive adjustment to beginning retained earnings in 2003 of P82.5 losses arising from foreign exchange transactions are credited or charged to million relating to the write-off of start-up costs. Comparative prior period operations for the year, except as stated otherwise. financial statements presented will be restated accordingly. Exchange gains or losses of AHI and subsidiaries relating to the restatement of its long-term dollar loans obtained to construct the hotel property are 3. Cash and Cash Equivalents capitalized to hotel property and equipment. This account consists of: Earnings Per Share Basic earnings per share (EPS) is computed by dividing net income for the 2002 year attributable to common stockholders by the weighted average number (In Thousands) of common shares issued and outstanding during the year adjusted for Cash on hand and in bank P801,693 P722,350 any subsequent stock dividends declared. Diluted EPS is computed Short-term investments 4,911,802 6,014,981 P5,713,495 P6,737,331 by dividing net income plus interest expense (net of income tax) annual report 02 ayala land, inc. 52 2001 on convertible long-term commercial papers by the weighted average number of common shares issued and outstanding during the year after Cash in bank earns interest at the respective bank deposit rates. Short-term giving effect to assumed conversions and the retroactive effect of stock investments are made for varying periods depending on the immediate cash dividends declared. requirements of the Company and its subsidiaries, and earn interest at the respective short-term investment rates. New Accounting Standards Effective Subsequent to 2002 The Accounting Standards Council has approved the following accounting standards which will be effective subsequent to 2002: • SFAS 10/IAS 10, “Events After the Balance Sheet Date,” which prescribes 4. Accounts and Notes Receivable Accounts and notes receivable are summarized as follows: the accounting and disclosure related to adjusting and non-adjusting subsequent events. The Company and its subsidiaries will adopt SFAS 2002 10/IAS 10 in 2003 and, based on current circumstances, does not believe the effect of adoption will be material. 2001 (In Thousands) Trade - net of unrealized gain of P1,228,524 in 2002 and P421,526 in 2001 • SFAS 37/IAS 37, “Provisions, Contingent Liabilities and Assets,” which (see Note 8) P6,241,292 P4,489,581 provides the criteria for the recognition and bases for measurement of Related parties (see Note 13) 235,233 419,359 provisions, contingent liabilities and contingent assets. It also specifies the Advances to contractors 134,699 119,395 disclosures that should be included with respect to these items. The Company Accrued receivables and its subsidiaries will adopt SFAS 37/IAS 37 in 2003 and, based on current Advances and others circumstances, does not believe the effect of adoption will be material. Less allowance for doubtful accounts • SFAS 38/IAS 38, “Intangible Assets,” which establishes the criteria for the recognition and measurement of intangible assets. Intangible assets that Less noncurrent portion are recognized should be amortized generally over 20 years. The new ALI AR 02.indd 52-53 3/11/2003, 1:37 PM 2,315 35,913 1,500,547 1,341,178 8,114,086 6,405,426 125,391 88,680 7,988,695 6,316,746 4,045,752 2,088,302 P3,942,943 P4,228,444 5. Investments The Company’s equity in the net assets of its associates and the related percentages of ownership are shown below. This account consists of investments in: 2002 2001 2002 (In Thousands) Percentage of Shares of stock: Ownership At equity: Equity in Net Assets 2002 2001 (In Thousands) Acquisition cost P2,617,182 P2,652,508 Accumulated equity in net earnings: Balance at beginning of year Equity in net earnings for the year 605,860 553,036 50,091 66,824 Cebu Holdings, Inc. (CHI) and subsidiaries 47 P1,593,998 P1,594,218 Pilipinas Makro, Inc. (PMI) 28 1,078,834 1,037,111 Alabang Commercial Corporation (ACC) 50 440,337 437,861 Ayala Port, Inc. 50 50,013 71,234 Dividends received during the year (10,500) (14,000) Lagoon Development Corporation 30 84,401 98,986 Balance at end of year 645,451 605,860 MyAyala.com, Inc. 50 15,050 18,958 3,262,633 3,258,368 P3,262,633 P3,258,368 1,132,986 1,132,986 Certain parcels of land are leased to several individuals and corporations. Some 970,663 1,020,188 of the lease contracts provide, among others, that within a certain period from 2,103,649 2,153,174 the expiration of the contracts, the lessee will have to demolish and remove 5,366,282 5,411,542 any and all improvements (like buildings) introduced or built within the leased 114,322 – At cost: Government bond Land and improvements properties. Otherwise, the lessor will cause the demolition and removal thereof and charge the cost to the lessee unless the lessor occupies and appropriates - net of amortization 1,780,561 1,783,863 the same for its use and benefit. Buildings - net of accumulated depreciation of P2,423,131 in 2002 and P2,115,330 in 2001 Consolidated depreciation on buildings and hotel property and equipment 7,848,187 6,155,956 Hotel property and equipment - net of in 2000. Consolidated amortization of land improvements amounted to P16.2 accumulated depreciation of P1,186,069 in 2002 and P978,960 in 2001 6. amounted to P536.6 million in 2002, P550.7 million in 2001 and P489.3 million million in 2002, P14.5 million in 2001 and P18.4 million in 2000. 3,793,661 3,927,572 P18,903,013 P17,278,933 Property and Equipment This account consists of: Land, Buildings and Improvements Machinery and Construction Equipment Furniture, Fixtures and Equipment Transportation Equipment 2002 Total 2001 (In Thousands) Cost January 1 P579,054 P738,330 P307,427 P193,765 P1,818,576 P 1,706,666 Additions 33,311 123,258 211,792 44,782 413,143 267,753 Disposals (29,844) (18,410) (30,321) (79,831) (155,843) December 31 582,521 843,178 ALI AR 02.indd 52-53 (1,256) 517,963 208,226 3/11/2003, 1:37 PM 2,151,888 1,818,576 02 annual report Others 53 ayala land, inc. MRT Holdings, Inc. Land, Buildings and Improvements Machinery and Construction Equipment Furniture, Fixtures and Equipment Transportation Equipment 2002 Total 2001 (In Thousands) Accumulated Depreciation January 1 120,022 339,962 228,056 119,018 807,058 758,635 Depreciation 33,824 71,681 95,157 39,972 240,634 183,117 Disposals (2,829) (18,410) December 31 Net Book Value (859) (24,406) (46,504) (134,694) 151,017 393,233 322,354 134,584 1,001,188 807,058 P431,504 P449,945 P195,609 P73,642 P1,150,700 P1,011,518 Consolidated depreciation and amortization of property and equipment (charged to various expense and development cost accounts) amounted to P240.6 million in 2002, P183.1 million in 2001 and P163.1 million in 2000. 7. 2002 2001 (In Thousands) 2002 54 ayala land, inc. Long-term debt consists of: This account consists of: annual report 02 Accounts Payable and Accrued Expenses 2001 (In Thousands) Accounts payable Parent Company: Bonds, due 2007 P3,000,000 P– 2,170,000 2,170,000 1,060,000 – 6% Convertible, due 2002 – 3,998,200 91-day treasury bill rate + 7/8% due 2002 – 2,000,000 6,230,000 8,168,200 P1,464,199 P1,387,223 Bank loans - with interest rates Taxes payable 434,342 279,845 ranging from 6.72% to 7.29% Dividends payable 328,297 485,859 per annum Retentions payable 43,479 55,877 1,522,345 2,609,931 P3,792,662 P4,818,735 Accrued expenses and others 8. Bank Loans and Long-term Debt Fixed rate corporate notes (FXCNs) Long-term commercial papers (LTCPs): Subsidiaries: Bank loans - with interest rates ranging Bank loans of P1,942.0 million in 2002 and P760.0 million in 2001 represent from 6.79% to 14.88% per annum peso-denominated short-term borrowings by the Company and its subsidiaries Philippine peso 1,607,596 722,322 with interest rates ranging from 5.75% to 9.25% per annum. These borrowings Foreign currency 1,094,902 1,269,506 are unsecured except for the P400.0 million short-term loan drawn by the 2,702,498 1,991,828 Company in 2002 which is secured by a mortgage on certain parcels of land 8,932,498 10,160,028 with a carrying value of P79.4 million. ALI AR 02.indd 54-55 Less current portion 3/11/2003, 1:37 PM 309,884 6,418,957 P8,622,614 P3,741,071 In 2002, the Company issued P3.0 billion bonds at par, with interest at a certain In November 2002, the Board of Directors approved the issuance of short-term spread over the 91-day Treasury Bill Rate. commercial papers, through general public offering, with an aggregate face value of up to P1.0 billion to be issued at par subject to the registration The Company’s long-term bank loans are unsecured and will mature on various requirements of the Securities and Exchange Commission. PhilRatings assigned dates up to 2006. a PRS 1 rating, likewise indicating the Company’s strong capacity to meet its financial commitment on this issue. The FXCNs consist of 3-, 5-, 7- and 10-year notes issued to various financial institutions and will mature on various dates up to 2012. The FXCNs bear fixed interest rates ranging from 11.875% to 14.875% depending on the term of the 9. Noncurrent Liabilities and Deposits loan. The Company may redeem all (but not part only) of the FXCNs on the 2 , 3 , rd Noncurrent liabilities and deposits consist of: In 1997, the Company issued LTCPs totaling P6.0 billion, of which P4.0 billion 2002 are convertible at the option of the holders into shares of stock of the Company 2001 (In Thousands) based on a predetermined formula. As of December 31, 2001, total conversions Deposits P782,745 P848,523 of LTCPs into shares of stock of the Company amounted to P1.8 million. The Retentions payable 502,585 521,934 remaining LTCPs were fully paid in April 2002. Deferred tax (see Note 12) 535,042 394,458 Deferred credits 508,345 355,027 147,222 294,445 411,055 245,865 P2,886,994 P2,660,252 The subsidiaries’ loans will mature on various dates up to 2009. Installment payable - net of current In 2002, the Company pledged its investment in shares of stock of LRHC with a Other liabilities portion of P147,222 carrying value of P806.5 million as collateral to secure the latter’s bank loans. Certain subsidiaries’ loans are collateralized by trade receivables amounting to P65.6 million and mortgages on real estate properties, hotel property and 10. Stockholders’ Equity equipment and leasehold rights with a total carrying value of P3.56 billion. The details of the number of shares (in thousands) follow: The loan agreements contain some or all of the following restrictions: material 2002 2001 2000 changes in nature of business; payment of dividends; merger or consolidation; Authorized 12,000,000 12,000,000 12,000,000 guaranties, investments or advances; encumbrance for borrowed money; sale of Issued 10,684,360 10,684,310 10,684,075 substantially all of assets and additional loans maturing beyond a year, except Subscribed 9,361 9,022 9,046 under certain conditions. These restrictions and requirements were complied Treasury (24) with by the Company and its subsidiaries. 10,693,697 (24) 10,693,308 (24) 10,693,097 Interest capitalized amounted to P288.4 million in 2002, P337.0 million in 2001 No transfer of stock or interest which will reduce the ownership of Filipino and P311.1 million in 2000. citizens to less than the required percentage of the capital stock as provided by existing laws shall be allowed or permitted to be recorded in the books In 2002, the Philippine Rating Service Corporation (PhilRatings) assigned a PRS of the Company. Aa rating on the Company’s P3.0 billion bond issue indicating its strong capacity to meet its financial commitment on the bond issue. ALI AR 02.indd 54-55 3/11/2003, 1:37 PM 02 annual report 4th and 7th anniversaries, respectively, of the 3-, 5-, 7- and 10-year FXCNs. 55 ayala land, inc. nd In 2002, the Board of Directors approved the declaration and payment from 12. Income Taxes unappropriated retained earnings of the following cash dividends: Components of the deferred tax assets and liabilities as of December 31, 2002 a) a regular cash dividend of P0.06 per share and 2001 are as follows: b) a special cash dividend of P0.15 per share. 2002 2001 (In Thousands) Retained earnings include undistributed net earnings amounting to P3,406.3 Deferred tax assets on: million, P3,438.4 million and P3,888.9 million as of December 31, 2002, 2001 NOLCO and 2000, respectively, representing accumulated equity in the net earnings of Unrealized gain, deposits and provisions subsidiaries and associates, which are not available for dividend declaration until received in the form of dividends from the subsidiaries and associates. Retained earnings are further restricted for the payment of dividends to the estate transactions and MCIT 173,459 114,488 Allowance for doubtful accounts 40,125 28,378 Unrealized foreign exchange loss 22,098 5,897 457,441 425,919 125,930 202,573 331,511 223,346 (554,373) (457,496) (P222,862) (P234,150) Less valuation allowance annual report ayala land, inc. 56 11. Costs and Expenses P277,156 for various expenses on real extent of the cost of the shares held in treasury. 02 P221,759 Deferred tax liabilities on capitalized customs duties, interest and other expenses Depreciation and amortization expense included in consolidated statements of income are as follows: The net current and noncurrent components of deferred tax assets and 2002 2001 2000 (In Thousands) liabilities are included in the following accounts in the consolidated balance sheets: Included in: Cost of: 2002 Real estate Hotel operations P430,801 P415,694 P371,454 206,648 215,835 190,903 General and (In Thousands) Other current assets Other assets administrative expenses 192,299 121,017 137,537 P829,748 P752,546 P699,894 Other current liabilities General and administrative expenses consists of : 2001 2000 P264,017 P237,928 255,605 194,126 (207,442) (271,746) (535,042) (394,458) (P222,862) (P234,150) Noncurrent liabilities and deposits (see Note 9) 2002 2001 Provision for income tax consists of: (In Thousands) Manpower cost (see Note 14) P733,985 P644,018 P607,025 Depreciation and amortization 192,299 121,017 137,537 Utilities 58,031 73,371 44,324 Current Others 348,670 226,240 241,019 Deferred P1,332,985 P1,064,646 P1,029,905 ALI AR 02.indd 56-57 2002 2001 2000 (In Thousands) P1,134,702 P875,194 (11,288) 43,653 P1,123,414 P918,847 3/11/2003, 1:37 PM P1,014,210 (382,361) P631,849 A reconciliation between the statutory and the effective income tax rates follows: Statutory income tax rate 2002 2001 2000 32.00% 32.00% 32.00% 14. Retirement Plan The Company and its subsidiaries have funded, noncontributory tax-qualified defined contribution type of retirement plans covering substantially all of their Tax effect of: Equity in net earnings of associates (0.44) (0.67) employees. The benefits are based on defined contribution formula with minimum (1.25) lump-sum guarantee of 1.5 months’ basic salary per year of service. The Income subjected to lower income tax rates (see Note 19) (0.60) (1.79) consolidated retirement costs charged to operations amounted to P76.8 million in (1.13) 2002, P68.2 million in 2001 and P61.6 million in 2000. Interest income and capital gains taxed at lower rates Others - net Effective income tax rate (1.58) (4.62) (3.47) 1.32 4.05 (2.10) 30.70% 28.97% 24.05% Based on the latest actuarial valuations of the Company and its subsidiaries, the aggregate actuarial present value of pension benefits amounted to P496.0 million. The aggregate fair value of their respective plan assets amounted to P357.2 million. The principal actuarial assumptions used to determine the cost of pension benefits with respect to the discount rate, salary increases and return on plan assets were 13. Related Party Transactions based on historical and projected normal rates. Actuarial valuations are made at least every one to three years. The Company’s and its subsidiaries’ annual The Company and its subsidiaries, in their regular conduct of business, have contributions to their respective plans consist principally of payments covering the entered into transactions with associates and other related parties principally current service cost for the year and the required funding relative to the guaranteed consisting of advances and reimbursement of expenses, purchase and sale 02 of real properties, construction contracts, and development, management, annual report minimum benefits as applicable. underwriting, marketing, and administrative service agreements. Sales and 15. 57 Earnings Per Share ayala land, inc. purchases of goods and services to and from related parties are made at normal market prices. The following table presents information necessary to compute EPS (in Revenues from transactions with associates amounted to P230.4 million in thousands except EPS): 2002, P567.9 million in 2001 and P220.1 million in 2000. 2002 2001 2000 P2,519,529 P2,287,283 P1,844,205 shares 10,693,608 10,693,190 10,690,113 c. EPS (a/b) P0.24 P0.21 P0.17 a. Net income The following are the outstanding balances due from related parties as of December 31, 2002 and 2001 (see Note 4). number of common 2002 2001 (In Thousands) CHI and subsidiaries b. Weighted average P103,993 P218,039 Ayalaport Makati, Inc. 50,290 27,669 The assumed conversion of the Company’s LTCPs into common shares (see Globe Telecom, Inc. 21,431 82,957 Note 8) has no dilutive effect. Accordingly, no diluted EPS is presented in the AC 18,682 22,129 accompanying consolidated statements of income for such years. ACC 9,209 13,941 PMI 9,002 8,268 MyAyala.com, Inc. 8,817 6,544 Manila Water Company, Inc. 7,034 261 Bank of the Philippine Islands 5,641 38,530 Integrated Microelectronics, Inc. 1,134 1,021 P235,233 P419,359 ALI AR 02.indd 56-57 16. Stock Option Plans The Company has stock option plans for key officers (Executive Stock Option Plan - ESOP) and employees (Employee Stock Ownership Plan - ESOWN) covering 2.5% of the Company’s authorized capital stock. The plans provided for an initial subscription price of shares subject to each option granted equivalent to 85% of 3/11/2003, 1:37 PM the initial offer price. Any subsequent subscriptions shall be paid for at a price The options that have been exercised during the year had a weighted average equivalent to 85% of the average closing price for the month prior to the month exercise price of P4.03 or about P32.6 million. The fair value of the shares as at of eligibility under ESOP and the average closing price for the month prior to the exercise date was P5.69 or about P46.06 million. month of eligibility under ESOWN. Outstanding options for the executives and key officers have the The qualified officers and employees shall pay for the shares subscribed under the following terms: plans through installments over a maximum period of 10 years. The shares of stock have a holding period of five years and the employees must remain with the Number of Company or any of its subsidiaries over such period. The plans also restrict the sale Exercise Dates or assignment of such shares for five years from dates of subscription. 2002 to 2011 26,061,724 2003 to 2012 36,193,971 Subscriptions receivable from the stock option plans are presented in the statements 2004 to 2013 32,459,823 of changes in stockholders’ equity. 2005 to 2014 11,202,444 Options 105,917,962 In June 2000, the Company offered all its ESOP subscribers with outstanding subscriptions the option to either cancel their subscriptions, convert their payments on outstanding subscriptions to fully paid shares or maintain their existing 17. Segment Information subscriptions. The availments of the cancellation or conversion options have resulted annual report 02 ayala land, inc. 58 in the reduction in the subscribed capital stock, additional paid-in capital and The industry segments where the Company and its subsidiaries and associates subscriptions receivable of the Company. operate are as follows: In 2001, the Company offered new ESOP to the executives and key officers of • Land, condominium and residential units - development and sale of lots for the Company. The ESOP is a ten-year option plan. The grantee is selected based residential, business and industrial purposes, development of residential on certain criteria like outstanding performance over a three-year period. The and office condominium projects and single-detached housing for high- executive or officer may subscribe to the number of shares allocated for him in end, middle income and low income markets; accordance with the vesting percentage and vesting schedule stated in the Plan. • Rentals - development of commercial centers and lease to third parties of retail space and land therein; operation of movie theaters, food courts In November 2001, the Company offered all its ESOWN subscribers with outstanding and entertainment facilities in these commercial centers; office units and subscriptions the option to cancel the subscriptions within the 5-year holding period. carparks leasing; The availments of the cancellation have resulted in the reduction of subscribed • capital stock, additional paid-in capital and subscriptions receivable of the Company. In December 2001, the program for ESOWN was indefinitely suspended. Hotel operations - development and operation of hotels and serviced apartments; • Construction - engineering, design and construction of vertical and horizontal developments; Movements in the number of stock options outstanding are as follows: ESOP • ESOWN Others - management services contracts and other investment activities Business segments 2002 2001 2002 2001 At January 1 71,433,929 576,000 2,141,100 6,668,550 The following tables regarding business segments present assests and Granted 37,341,481 70,857,929 – – liabilities as of December 31, 2002 and 2001 and revenues and income Exercised (2,857,448) – – – information for each of the three years in the period ended December 31, 2002 Cancelled – – – (4,527,450) 105,917,962 71,433,929 2,141,100 2,141,100 At December 31 ALI AR 02.indd 58-59 (in thousands). 3/11/2003, 1:37 PM 2002 Land, Condominium and Residential Units Revenues P5,608,105 Operating expenses 4,149,660 Earnings before interest, taxes, depreciation and amortization (EBITDA) 1,458,445 Depreciation and amortization 59,495 EBIT P1,398,950 Segment assets P29,193,671 Segment liabilities P7,949,470 Rentals P3,329,626 823,869 Hotel Operations P1,308,957 904,557 Construction P922,326 715,318 Others P1,058,015 448,825 Total P12,227,029 7,042,229 2,505,757 434,050 P2,071,707 P13,469,247 P1,735,041 404,400 227,380 P177,020 P4,798,684 P3,514,721 207,008 56,213 P150,795 P1,256,697 P950,113 609,190 52,610 P556,580 P13,139,377 P12,232,511 5,184,800 829,748 P4,355,052 P61,857,676 P26,381,856 Rentals P3,107,298 822,043 Hotel Operations P1,320,417 871,220 Construction P1,563,575 1,291,957 Others P1,267,894 422,293 Total P11,692,626 6,984,445 2,285,255 395,641 P1,889,614 P13,493,302 P1,901,239 449,197 229,527 P219,670 P4,990,724 P3,694,873 271,618 56,222 P215,396 P1,518,277 P1,210,619 845,601 43,543 P802,058 P11,947,582 P11,875,191 4,708,181 752,546 P3,955,635 P61,707,640 P26,517,377 2001 Land, Condominium and Residential Units Revenues P4,067,607 Operating expenses 3,398,495 Earnings before interest, taxes, depreciation and amortization (EBITDA) 669,112 Depreciation and amortization 50,646 EBIT P618,466 Rentals P2,814,275 739,234 Hotel Operations P1,185,091 863,728 Construction P911,784 754,371 Others P1,326,858 422,922 Total P10,305,615 6,178,750 2,075,041 377,541 P1,697,500 321,363 196,143 P125,220 157,413 21,086 P136,327 903,936 54,478 P849,458 4,126,865 699,894 P3,426,971 18. Note to Consolidated Statements of Cash Flows for real property tax. Prior to said date, the subsidiary was registered with the BOI as an expanding operator of an industrial estate on a preferred The principal noncash transaction of the Company relates to land purchased on nonpioneer status under Executive Order No. 226, otherwise known as the installment amounting to P442 million in 2001. Omnibus Investments Code of 1987. In accordance with the registration, the subsidiary is entitled to certain tax and nontax incentives which include, among others, a three-year income tax holiday for its expansion projects Registration with Philippine Economic Zone Authority (PEZA) and Board of through July 11, 2000. Investments (BOI) A certain subsidiary is registered with PEZA on October 27, 1999. The PEZA registration 20. Long-term Commitments and Contingencies entitles the subsidiary to certain incentives under Republic Act No. 7916 as amended, which includes the 5% gross income tax in lieu of all national and local taxes except ALI AR 02.indd 58-59 In July 2000, the Company was awarded by the Bases Conversion 3/11/2003, 1:38 PM ayala land, inc. 59 2000 19. 02 annual report Land, Condominium and Residential Units Revenues P4,433,442 Operating expenses 3,576,932 Earnings before interest, taxes, depreciation and amortization (EBITDA) 856,510 Depreciation and amortization 27,613 EBIT P828,897 Segment assets P29,757,755 Segment liabilities P7,835,455 Development Authority (BCDA) the contract to develop, under a lease agreement, a 9.8 consideration due from the Company and Greenfield in respect of these hectare lot inside Fort Bonifacio. The Company offered to develop a mall on transactions will be approximately US$90 million, adjusted in part for foreign the lot with an estimated gross leasable area of 152,000 square meters. The exchange fluctuations. The agreement also provides for the constitution of lease agreement covers 25 years, renewable for another 25 years subject to a pledge over 5% of BLC’s unencumbered shares as security for contingent reappraisal of the lot at market value. The annual fixed lease rental amounts to liabilities and breach of representations and warranties. As part of the P113 million while the variable rent ranges from 5% to 20% of gross revenues. agreement, the Company and Greenfield will advance P280 million to finance Subsequently, the Company entered into a tripartite agreement with BCDA and the costs to be incurred in BLC’s restructuring program. The closing of these LRHC, a subsidiary, whereby the Company transferred its rights and obligations transactions is subject to certain conditions precedent, including obtaining granted to or imposed under the lease agreement to the subsidiary in exchange necessary corporate approvals and the completion of BLC’s debt restructuring. for equity. In 2002, the Company agreed to underwrite the subscription to North Triangle In October 2002, the Company was awarded by the BCDA the contract to develop an Depot Commercial Corporation (NTDCC) additional shares amounting to P1.4 8.5 hectare lot adjacent to the above-mentioned lot which is intended for billion over a 4-year equity schedule up to 2005 in exchange for a 5% residential development. The Company’s bid was made on the basis of a joint underwriting fee (net of a 1.5% rebate to existing shareholders who subscribed). development structure, and subject to the terms and conditions stated in its bid, includes an upfront cash payment of P700 million and a guaranteed annual MRT Development Co. assigned development rights to NTDCC in 2002. NTDCC revenue stream totaling P1.1 billion over an 8-year period. The execution of the joint will construct and operate the commercial center under certain terms and development agreement between the Company and BCDA remains subject to both conditions until the end of a 50-year lease term renewable for another 25 years. parties agreeing on certain issues. The Company and its subsidiaries are contingently liable for lawsuits or claims annual report 02 ayala land, inc. 60 In November 2002, the Company and Greenfield Development Corporation filed by third parties which are either pending decision by the courts or under (Greenfield) signed an agreement with Metro Pacific Corporation (MPC) to negotiation, the outcomes of which are not presently determinable. In the acquire a controlling interest in Bonifacio Land Corporation (BLC) constituting opinion of management and its legal counsel, the eventual liability under these 50.38% of its outstanding capital stock. This acquisition will be effected in lawsuits or claims, if any, will not have a material effect on the consolidated relation to the acquisition by the Company and Greenfield of the rights of financial statements. Larouge B.V. (Larouge) in the loan which Larouge extended to MPC in the principal amount of US$90 million and in the security used for such loan in the form of a pledge over the BLC shares the Company and Greenfield have agreed 21. Reclassification of Accounts to acquire. As part of these transactions, the Company and Greenfield will also be acquiring payables of BLC in the principal amount of P655 million Certain accounts in the 2001 and 2000 consolidated financial statements were secured by a pledge over shares of stock of Fort Bonifacio Development reclassified to conform with the 2002 presentation of accounts. Corporation representing 5.55% of its outstanding capital stock. The total ALI AR 02.indd 60-61 3/11/2003, 1:38 PM Subsidiaries & Afliates Afliates Alabang Commercial Corporation Cebu Holdings, Inc. Cebu Property Ventures & Devt. Corporation Cebu Leisure Company, Inc. CBP Theatre Management Inc. Cebu Insular Hotel Company, Inc. Lagoon Development Corporation Pilipinas Makro, Inc. ALI AR 02.indd 60-61 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 70.0 70.0 61.0 60.0 50.0 50.0 50.0 50.0 By ALI 50.0 47.2 8.0 30.0 28.0 100.0 100.0 100.0 50.0 66.0 100.0 18.6 84.9 100.0 50.0 100.0 50.0 50.0 62.0 60.0 100.0 100.0 100.0 100.0 62.9 60.0 By Afliate 76.0 100.0 100.0 37.1 Mass housing development Socialized housing development Financing company Pre-fabricated house manufacturing Pre-fabricated house manufacturing Construction company Construction holding company Residential property development Real estate broker company Property management Theatre management Theatre management Theatre management Holding company (for infrastructure and related activities) Holding company (for rail transport and development) Transportation development Land holding company Land holding company Property development Land holding company Land holding company Land holding company Land holding company Land holding company Shopping center development/operations Food court operations Holding company (for IT-related ventures) Lifestyle and entertainment portal Holding company Internet data center development Mixed-used development Mixed-used development Industrial estate development Holding company Land holding company Hotel holding company Hotel operations Investment company Mixed-used development Mixed-used development Hotel operations Serviced apartment operations Property development Shopping center development/operations Family entertainment center operation/management Shopping center development/operations Mixed-used development Mixed-used development Entertainment facilities management Theatre management Hotel operations Shopping center development/operations Wholesale consumer products distribution 3/11/2003, 1:38 PM 02 annual report Laguna Properties Holdings, Inc. Buklod Bahayan Realty and Devt. Corporation First Communities Finance Corporation Concorde Buildings Systems Corporation Laguna Phenix Structures Corporation Makati Development Corporation MG Construction Ventures Holdings, Inc. Community Innovations, Inc. Ayala Land Sales, Inc. Ayala Property Management Corporation Ayala Theatres Management, Inc. Alabang Theatres Management Corporation Five Star Cinema, Inc. Ayala Infrastructure Ventures, Inc. MRT Holdings, Inc. Metro Rail Transit Corporation Ltd. Amorsedia Development Corporation OLC Development Corporation Ayala Greenfield Development Corporation HLC Development Corporation Las Lucas Development Corporation First South Properties, Inc. Red Creek Properties, Inc. Crimson Field Enterprises, Inc. Liberty Real Holdings Corporation Food Court Company, Inc. ALInet.com, Inc. MyAyala.com, Inc. Ayalaport, Inc. Ayalaport Makati, Inc. Vesta Property Holdings, Inc. Aurora Properties, Inc. Laguna Technopark, Inc. CMPI Holdings, Inc. CMPI Land, Inc. Ayala Hotels, Inc. Enjay Hotels, Inc. Enjay, Inc. Boracay Property Holdings, Inc. Southern Visayas Property Holdings, Inc. Cebu Insular Hotel Company, Inc. Makati Property Ventures, Inc. Roxas Land Corporation ALI-CII Development Corporation Leisure and Allied Industries Phils., Inc. Nature of Business 61 ayala land, inc. Ownership By ALI By Subsidiary Subsidiaries Shareholder Information Ayala Land, Inc. Corporate Information Address: Tower One Building Ayala Triangle, Ayala Avenue Makati City 1226 Philippines Tel. Nos.: (632) 848-5000 (632) 848-5643 Fax No.: (632) 848-5336 Web site: www.ayalaland.com.ph Email: [email protected] Shareholder Services and Assistance annual annualreport report 02 02 ayala ayalaland, land,inc. inc. 62 62 For inquiries regarding dividend payments, change of address and account status, lost or damaged stock certificates, please write or call Bank of the Philippine Islands Address: 4th Floor, BPI Building Ayala Avenue corner Paseo de Roxas Makati City Philippines Tel. Nos.: (632) 816-9067 to 68 Fax No.: (632) 845-5515 Institutional Investor Inquiries For inquiries from institutional investors, analysts and the financial community; please write or call Ayala Land, Inc. - Investor Relations Unit Address: 29th Floor, Tower One Ayala Triangle, Ayala Avenue Makati City 1226 Philippines Tel. Nos.: (632) 848-5313 (632) 841-5675 to 77 Fax No.: (632) 848-6059 Email: [email protected] concept and design k2 interactive, inc. portraiture by tom epperson operations photography + internal portraits by jo avila ALI AR 02.indd 62-63 3/11/2003, 1:38 PM Caring for the Community ALI is also a prime mover in the Laguna Manpower Employment and Development Council, a multisectoral organization advocating programs on workforce development and employment. Its projects include the establishment of Centers for Technical Training Excellence, the creation of the Laguna Workforce Information System and implementation of an entrepreneurship development program. Environment The Calamba Green Stream Brigade (CGSB), an awardee of the Department of Environment and Natural Resources and the Laguna Lake Development Authority, was created by ALI to help protect and rehabilitate waterways. CGSB worked with barangays, private corporations and government agencies in rehabilitating the Baranca de Sipit and Bucal creeks - two waterways that replenish Laguna de Bay. Formed in 1999, the Laguna Water Conservancy is a forum of more than 30 business enterprises regularly discussing issues of water resource utilization, protection and management with national agencies. The Ayala Tree Nursery, established in 1994, has 10,000 shade tree saplings and is now a primary supplier of full-grown narra and mahogany saplings for various reforestation programs. It was recently made a partner by the Quezon City government in its urban re-greening program. ALI AR 02.indd Yearly, ALI - in coordination with the Museo ng Makati - provides free tours and seminars at the Ayala Museum for public elementary students. ALI also supports Lakbay Aral programs in Laguna, Cavite and Muntinlupa. Health The Ayala Land Mobile Clinic has conducted free dental and medical missions in various parts of Luzon, benefiting more than 1,000 patients. In 2002, missions were undertaken in Makati, Mandaluyong, Quezon, Pasay, Taguig, Muntinlupa and Las Piñas as well as in the provinces of Laguna and Cavite. Culture and Tourism In Makati, your Company helped in the formation of the Makati Festivals Foundation, a partnership between the Makati city government and the business sector. The foundation seeks to manage and promote city-wide cultural events such as the Caracol, Araw ng Makati and Makati New Year’s Party. ALI is also a partner of the Department of Tourism in its bid to make Makati a primary tourist destination. Also in 2002, the Laguna Tourism Foundation (LTF) was founded through the efforts of Ayala Land. LTF involves the private sector in the formulation and implementation of tourism-related policies and projects. Trafc Management The Laguna Traffic Task Force is a joint private sector-government initiative to manage traffic in Laguna’s first and second districts -specifically the industrial and commercial corridors along the Sta. Rosa-Tagaytay Road and the Biñan-Sta. Rosa portion of the old national highway. A similar traffic program is in place for the Alabang-Zapote Road, which straddles the growth areas of Muntinlupa and Las Piñas. Formed by ALI in 1997, Task Force A-Z is made up of corporate entities and village associations, and works closely with the local government. Flood Control ALI spearheeded the creation of the MakatiParañaque-Pasay Flood Control Association (also known as Task Force Noah) to find solutions to flooding. The group dialogues with government agencies on flood management programs covering, among others, the Maricaban-Dilain and Tripa de Gallina creeks. Investment Promotion The Laguna Investment Promotions Bureau (LIPB) - a special project of ALI and the Laguna provincial government - is a one-stop shop for investors interested in doing business in Laguna. LIPB provides investors basic information on Laguna such as investment-related ordinances, regulations and permits processing. Education Every year, your Company donates school supplies to incoming elementary school pupils. Launched in 1998, the “School Starter” program has benefited thousands of school children in Quezon City, Muntinlupa, Las Piñas, Laguna and Cavite. Special Concerns Your Company continues to extend help to Elsie Gaches Village - a government-run institution for the mentally challenged - through ground maintenance work, provision of water supply, and special events management. 62-63 3/11/2003, 1:38 PM 02 annual report Livelihood Through the “Dagdag-Kita sa Pamilya” program, your Company partnered with the Technical Education Skills and Development Authority (TESDA), Calamba city government, barangays Maunong and Puting Lupa to teach food processing, cooking and landscaping skills to over 100 local residents. In Muntinlupa, ALI is an active partner of the city government in its “Adopt-A-School Program” and has chosen Putatan Elementary School, one of the city’s biggest public schools, as a beneficiary. 63 ayala land, inc. In 2002, Ayala Land strengthened its commitment to improve the quality of life of residents in target communities through the promotion of livelihood opportunities; protection of the environment; implementation of support activities for education, health, culture and tourism, traffic management; as well as investment promotion. Ayala Land, Inc. ALI AR 02.indd 64 3/11/2003, 1:39 PM