2003 Annual Report
Transcription
2003 Annual Report
For us, the only thing more exciting than building new communities and institutions for people is the day we see them move into one. At Ayala Land, we believe that partnerships shouldn’t just be driven by the bottom line. For the last 15 years, we’ve forged alliances that have helped us realize a vision for the property market. We’ve established our leadership in the industry on the strength of upright principles and a focused strategy to constantly innovate new products and services. We believe that these qualities continue to define us in the eyes of our stakeholders. These qualities have also earned us wide recognition for the communities and institutions we’ve developed and, more importantly, the trust and respect of those who live and work in them. TABLE OF CONTENTS Message to Shareholders 6 Ayala Land at 15 Years 15 Review of Operations 23 Board of Directors 44 Management Committee 46 Financial Statements 48 Corporate Social Responsibility 76 Ayala Land, Inc. 2 Annual Report ‘03 SIGNIFICANT EVENTS – 2003 January Makati Development Corporation receives all three certifications for quality assurance (ISO 9001, ISO 4001 and OHSAS 18001), making it the first company in the country with this distinction October April ALI and Evergreen Holdings, Inc. acquire controlling stake in Fort Bonifacio Global City Securities and Exchange Commission approves ALI’s P1B STCP July LPHI inaugurates Riego de Dios Village February The second phase of Laguna Properties Holdings, Inc.’s Sta. Catalina Village opens March The second tower of Community Innovations Inc.’s (CII) The Columns is launched May Tamarind Cove is launched June The Laguna Tower of The Residences at Greenbelt is launched LPHI offers for sale the first tower of One Aeropolis Ayala Greenfield Estates opens second phase Paseo de Magallanes opens second phase Finance Asia names Ayala Land as one of the Best Managed Companies in the Philippines The Reuters Institutional Investor Report names ALI executives as Best CEO and Best CFO in the Philippines; ALI Investor Relations Unit is cited as Best in Company IR in the Philippines and among Asian property companies August ALI declares P0.26 per share special cash dividend Soft opening of Greenbelt 4 September Ayala Land turns 15 CII launches third tower of The Columns Ayala Westgrove Heights opens Ridgewood phase LPHI opens representative sales office in Singapore Ayala Hillside Estates opens second phase LPHI launches Sta. Arcadia Village Bonifaco Ridge is relaunched Asiamoney recognizes Ayala Land as one of the top property companies in AsiaPacific in corporate governance practices Greenbelt wins Urban Land Institute Award for Excellence Greenbelt receives merit award from International Convention of Shopping Centers for Marketing Excellence November ALI issues P2B five-year bonds and receives highest possible rating of PRS Aaa from Philratings Hong Kong-based financial magazine The Asset cites Ayala Land as among the best in corporate governance in the Philippines December Ayala Land issues new shares to Ayala Corporation in exchange for former site of Ayala Museum LPHI receives Outstanding Technology Provider citation under the Low-Cost Housing Category of the Kabalikat sa Pabahay Awards Far Eastern Economic Review cites Ayala Land as one of the leading companies in the Philippines Asiamoney names Ayala Land as one of Philippines’ Best Managed Companies Ayala Land, Inc. 3 Annual Report ‘03 FINANCIAL HIGHLIGHTS Year Ended December 31 2003 2002 2001 2000 1999 For the Year (in thousand Pesos) Revenues Net Income Cash Dividends Stock Dividends 14,623,932 2,709,155 3,425,541 _ 12,214,133 2,518,515 2,245,261 _ 11,668,718 2,278,336 641,593 _ 10,305,615 1,844,205 588,022 1,781,519 8,940,293 2,601,345 534,456 _ At Year-End (in thousand Pesos) Total Assets Cash and Cash Equivalents Total Borrowings* Stockholders’ Equity 67,012,052 4,854,920 14,381,294 35,273,271 61,767,216 5,713,495 10,874,498 35,407,001 61,612,495 6,737,331 10,920,028 35,122,458 57,954,467 4,108,929 8,312,638 33,559,705 56,030,870 5,316,131 7,870,863 32,297,942 0.25 0.32 3.29 0.24 0.21 3.31 0.21 0.06 3.28 0.17 0.06 3.14 0.24 0.06 3.02 1.78 : 1 0.41 : 1 0.27 : 1 2.00 : 1 0.31 : 1 0.15 : 1 1.50 : 1 0.31 : 1 0.12 : 1 2.50 : 1 0.25 : 1 0.13 : 1 2.74 : 1 0.24 : 1 0.08 : 1 Per Share (in Pesos) Earnings** Cash Dividends Book Value ** Financial Ratios Current Ratio Bank Debt*-to-Equity Ratio Net Debt***-to-Equity Ratio *Interest-bearing payables, including commercial papers and bonds **Adjusted to include retroactive effects of the 20% stock dividend in 2000 *** Total borrowings, net of cash and cash equivalents Ayala Land, Inc. 4 Annual Report ‘03 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 and townhouse units for sale/lease, single-detached housing for sale 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 Ayala Land, Inc. Highlights of 2003 Overall shopping center revenues grew by 6% Weighted average occupancy of six malls at 98% Greenbelt 2 and 3 fully operational Greenbelt redevelopment won Urban Land Institute Award for Excellence and International Council of Shopping Center (ICSC) Maxi Award for Marketing Excellence Sales volume grew by 22% year-on-year to 338 lots Company launched Tamarind Cove Started development of golf course at Ayala Greenfield Estates Launched new phases at Paseo de Magallanes, Ayala Westgrove Heights, Ayala Greenfield Estates and Ayala Hillside Estates Posted high average occupancy rate of 95% for its office buildings Initiated marketing activities for People Support Center, its first E-services office building within the MCBD Re-blocked remaining inventory at Laguna Technopark into smaller lot cuts and sold 7 lots with a total area of 4.1 hectares. Recorded sales of 392 units, 3% higher than 2002 and 67% higher than 2001 The Residences at Greenbelt, launched in June, reached 61% take-up by year-end Near full sell-out of 369-unit One Legazpi Park, launched in March 2002 72% of 182 One Roxas Triangle units sold, 12 units leased 86% of 28 units at The Residences at Greenbelt Townhouses leased out Sold 1,451 units, 29% higher year-on-year and highest since 1999 Affordable housing unit sales of 772 represented 53% of total sales bookings New phases opened in ongoing projects in Dasmariñas, Antipolo and Sto. Tomas Launched Sta. Arcadia Estates/Sta. Arcadia Town Center in Cabanatuan, north of Metro Manila Launched first medium-rise development, One Aeropolis, in June; sold 197 out of 240 units Near full sell-out of 468 lots and 88 house and lots at Verdana Homes Successive launches of three 30-storey residential condominiums, The Columns, within a 12-month period from November 2002 to October 2003 Plans finalized for Verdana Homes sequel in Biñan and an innovative residential development in Bonifacio Global City Ayala Center Cebu sales grew by 7%; occupancy high at 97% One lot sold at Cebu Business Park; two Asiatown IT Park lots sold to locator companies in December Take-up of Plantazionne Verdana Homes increased to 71% Finalized plans for maiden projects to be launched in 2004 and 2005 5 Annual Report ‘03 Ayala Land, Inc. 6 Annual Report ‘03 MESSAGE TO SHAREHOLDERS Ayala Land, Inc. Making dreams a reality From September 2003 to August 2004, as we celebrate the 15th fiscal year-anniversary of your Company, the tagline “You keep dreaming, Ayala Land keeps building” appears as a recurring theme in all our commemorative activities. Reflective of the 15 years since our spin-off from the Ayala Corporation in September 1988, the tagline evokes the vision and ideals that inspired us to create a company committed to meeting the shelter needs of the Filipino people while remaining true to the values that distinguished Ayala through the decades. We turn 15 with the firm belief that your Company has not only met early expectations but exceeded them. In the last 15 years, Ayala Land’s total assets have grown from P300 million at the end of 1988 to P67 billion at the end of 2003. Stockholders’ equity, valued at P165 million by year-end 1988, stood at P35 billion by year-end 2003. Our workforce has grown from 220 strong in 1988 to more than 1,000 employees today. The anniversary tagline also calls to mind an inspiration behind our common labors and accomplishments in the last decade and a half. While it clearly indicates that we all value our roles as catalysts in the realization of people’s dreams – specifically as they relate to shelter and the enhancement of quality of life – it also articulates our own belief that we can best realize our own dreams by helping others realize theirs. We have had the good fortune to be engaged in work that has helped a great many of our countrymen make their dreams of a good life come true – through the establishment of communities and institutions where people can live, work, do business and enjoy themselves in comfort and safety. But what we now find extremely gratifying is the fact that, as a consequence of pursuing this course, we have been richly rewarded with Ayala Land’s remarkable transformation and phenomenal growth. Through the years, your Company has evolved into a highly respected industry leader in virtually all sectors of the property market. Through ups and downs in the economy and through changes in market conditions – from the boom of the ‘90s to the lean years after the Asian economic crisis of 1997, the company has continued to grow, thrive, and earn the trust of its publics. Even in difficult periods, we kept faith in our people and our country; continuing to build and invest, and in the process serving as a contributor to national development. As a company whose strength comes from the creativity, commitment to quality and integrity of its people, we take pride in ALI’s dominance and success in the real estate industry. Much of this success has come from the trust that we have built among our various stakeholders. It is the biggest source of competitive advantage we possess today, producing numerous benefits: strong consumer support, lower cost of financing, better terms when negotiating with partners and suppliers, employee loyalty, and much more. 7 Annual Report ‘03 Trust and success are two sides of the same coin, and are renewed in a mutually reinforcing manner over time. As ALI has grown and benefited from the patronage of the Filipino public, so have we recognized our broader responsibility to contribute to the betterment of society as a whole. Commitment to nationbuilding is one of our core values and, because of this, we are commemorating our 15th anniversary by launching a series of programs intended to enhance quality of life among the less fortunate in barangays near communities we have set up over the years (may we refer you to the brief on corporate social responsibility on page 76). The Company also owes much of its progress to the dreamers and builders in its midst – those who dared to be bold and imaginative. Indeed, in not a few instances over the last 15 years, we ventured as pioneers into new and exciting areas for development. In 1990, we were among the first to recognize the economic potential of the Calabarzon region. Addressing a pressing national need for a world-class industrial estate, we established Laguna Technopark in Sta. Rosa and Biñan. Today, LTI’s more than 400 hectares are home to 105 major manufacturing plants employing over 55,000 workers. In the early ‘90s, in what many at the time felt was a risky adventure, we converted a golf course in the middle of Cebu City into a business center. The Cebu Business Park has now become the commercial and financial hub of the Central Visayas. Ayala Land, Inc. 8 Annual Report ‘03 In the mid ‘90s, we fought to retain the Philippine Stock Exchange in the Makati Central Business District, and gave its trading floor a home worthy of its stature. Beginning in 1991, with relatively scant experience in building skyscrapers, we put up some of the most admired office and residential buildings in Makati – including Tower One, 6750 Ayala Avenue, The Salcedo series, and One Roxas Triangle. We ventured into mass housing and office parks in 1992; townhomes in 1993; serviced apartments, infrastructure development, and wholesale distribution in 1996; and amusement centers, food courts, sportsclubs, IT-related ventures, core-mid residentials and farm lots from 1997 to the present. Even as we established new major commercial hubs via the Alabang Town Center (1983) and Ayala Center Cebu (1994), we vigorously undertook the continuing redevelopment of the Ayala Center in Makati and, today, as we put the final touches on its completely new and much admired Greenbelt component, another 25-year trajectory for the redevelopment of the entire Ayala Center is being set. In a way, this never-ending process of innovation, self-improvement, and growth characterizes the very essence of our enterprise – bringing us ever forward in development cycles that touch and overlap from generation to generation. Your Company in 2003 We remained steadfast in the face of the volatile political condition and the constant threat of terrorism that put business and economy in the doldrums. Despite the uncertainties and the weak economy, our core strengths enabled your Company to remain on track and perform admirably in a lackluster environment. Last year, your Company’s consolidated net income reached P2.71 billion, 8% higher than the previous year’s. Consolidated revenues totaled P14.62 billion, up 20% year-on-year. Innovative residential condominium projects for discriminating markets Remarkable among the projects we introduced in 2003 are three residential condominium developments earmarked for three distinct markets. Enthusiastic market response to The Residences at Greenbelt, One Aeropolis, and The Columns echoed our experience with the highly successful Salcedo series of condominiums launched in 1989. In June, your Company put Laguna Tower, the first of three structures making up The Residences at Greenbelt, on the market. Ideally situated at the edge of the Greenbelt commercial complex, the Residences’ trio of 48-storey buildings will feature a host of amenities such as a fifth-floor podium with adults’ and children’s pools, a fully-equipped gym, an entertainment center, a private bridgeway connecting to Greenbelt 2, and six floors of parking. As of end-2003, 151 units had already been taken up, representing an average of more than 20 units a month. Also in June, Ayala Land’s mass-housing subsidiary Laguna Properties Holdings, Inc. (LPHI) introduced its first medium-rise condominium project to an eager market. Located on Sucat Road in Parañaque, just in front of SM Sucat, One Aeropolis makes quality condominium living affordable through attractive financing schemes. In March, Community Innovations, Inc., your Company’s subsidiary serving the core-mid market, launched the second tower of The Columns residential condominium project at the intersection of Ayala and Buendia Avenues in Makati City. Owing to exceptional market take-up, The Columns’ last tower was launched shortly afterwards in October. Unique, responsive developments In May, we launched Tamarind Cove. A joint project with the Bank of the Philippine Islands, this exclusive 1.6-hectare enclave of 20 lots is situated on the last remaining parcel of real estate in Ayala Alabang Village open to subdivision development. Tamarind Cove will feature a park, its own security, a children’s playground, water features, and a motor court with parking spaces for guests. Through LPHI, your Company also marked its first foray into housing for the military personnel in July with Riego de Dios Village – in line with our government’s effort to Ayala Land, Inc. provide more homes for the men and women of the Armed Forces of the Philippines. LPHI will design and build 1,004 house-andlot units on a 20-hectare parcel of land in Camp Riego de Dios in Tanza, Cavite. The packages are affordably priced from P281,000 to P676,000, and are available via Pag-Ibigfinanced schemes. Riego de Dios Village is a pilot project of the AFP’s Off-Base Housing program launched in 2000 by then AFP Chief of Staff Angelo Reyes. In October, LPHI ventured northwards to develop Sta. Arcadia Estates in Cabanatuan City – a Spanish-Mediterranean-flavored community featuring first-rate amenities that include an adjacent shopping mall that LPHI will build. Another golfing community, Ayala Hillside Estates in Capitol Hills, Quezon City, opened its brisk-selling second phase consisting of nine choice lots (called the “Pinnacle”) and 20 regular lots with varying views of the fairways. Seventeen residential and six commercial lots representing the second phase of Paseo de Magallanes on EDSA and the South Luzon Expressway were offered in May. By the end of 2003, 59% of the residential lots and 67% of the commercial lots had been taken up. In 2003, your Company sold a total of 211 lots in its very successful Ayala Westgrove Heights residential subdivision in Silang, Cavite. The strong demand was met by the launch of 236 lots. The vision of another Makati CBD New phases in existing developments In February, LPHI launched the second phase of Sta. Catalina Village in Dasmariñas, Cavite. Only 45 minutes from Makati, Sta. Catalina features six types of Mediterranean-inspired, affordable house-and-lot packages. In March, Ayala Greenfield Estates opened its second phase, with 95 lots, to heightened buyer interest as construction began on a magnificent 18-hole, 60-hectare golf course designed by Robert Trent Jones II. Additional amenities completed in 2003 include the ninehole putting green and riparian grove, outdoor basketball court, tennis court, and tree groves. In April, Ayala Land and Evergreen Holdings, Inc. of the Unilab Group closed a US$90 milllion share purchase that enabled the partnership to secure controlling interest in Bonifacio Land Development Corporation – and the prime landbank that is the Fort Bonifacio Global City. We envision Fort Bonifacio Global City as a natural extension of the Makati Central Business District. Through our involvement in Fort Bonifacio, your Company has ensured its role in shaping the development of the country’s central business district for decades to come. Upon assumption of management, your Company’s initial goals have been to re-establish its market presence, create sustainable business lines and stabilize its financial condition. 9 Annual Report ‘03 We envision Fort Bonifacio Global City as a natural extension of the Makati Central Business District. Ayala Land, Inc. 10 Annual Report ‘03 Without prejudice to our unique position at the high end of the real estate market, we would like to see the day when a bigger percentage of sales will come from a range of products that more and more people at all levels of society can afford. To this end, the two-hectare McKinley Business Park at the southern end of the Bonifacio Global City was launched in September. Market take-up was very encouraging; all the 17 lots – with an average area of 1,100 square meters – were sold in three weeks. Also in September, Bonifacio Ridge, FBDC’s sole residential building project, was re-launched. Internally, the new management was able to take advantage of the credibility provided by your Company’s entry and renegotiated FBDC’s debts, much of which were past due and in default. Maturing debt was restructured and extended to be more consistent with the company’s cash flow. New loans were negotiated to pay off high interest debt. Overhead has been reduced and the Company is now able to cover its regular expenses from existing cash flow. Citations Your Company was the proud recipient of a number of citations last year. The Reuters Institutional Investor Research Group adjudged Francisco H. Licuanan III and Jaime E. Ysmael as the best CEO and CFO, respectively, in the Philippines. The two were lauded for their effectiveness in meeting the information needs of the investment community. ALI was also cited by sellside analysts for having the best and most improved company investor relations among real estate companies in Asia, and the best investor relations among all Philippine companies. In January, Makati Development Corporation was given three certifications for quality assurance (ISO 9001, ISO 4001, and OHSAS 18001) – the first construction company in the country to receive such a recognition. In September, financial magazine Asiamoney recognized Ayala Land as among the top companies in the area of corporate governance practices. Among property companies in AsiaPacific, Ayala Land ranked a close second in the Asia-Pacific region to Malaysian-based SP Septia. A total of 120 leading companies in the region were given marks in three areas of corporate governance: shareholders’ rights, disclosure and transparency, board and management discipline. In November, our vision in the redevelopment of Greenbelt received international acclaim as Greenbelt 3 was included in a distinguished circle of 10 winners of the Urban Land Institute’s (ULI) Awards for Excellence competition. Aside from stringent criteria such as financial viability, substantial completion, relevance to contemporary and future needs of the communities where the projects are located, winners were chosen for standing out from the rest in their category and for being models for similar undertakings. ULI chose Greenbelt (one of only three shopping centers awarded in the world) for embodying the ULI principle of promoting responsible leadership in the use of land to enhance the total environment. The international award is widely recognized as the land-use industry’s most prestigious recognition program, and we are extremely proud to note that your Company was the only winner from the entire Southeast Asian region. Ayala Land, Inc. Our redevelopment of Greenbelt has indeed been well received. Its grand launch earned praises from an appreciative public, and a laurel from the International Council of Shopping Centers (ICSC). At its awarding ceremonies in Las Vegas last October, ICSC bestowed Ayala Land the Maxi Award for Marketing Excellence for the successful introduction and promotion of Greenbelt. In December, Laguna Properties Holdings, Inc. was named Outstanding Technology Provider Under the Low-Cost Housing Category at the inauguration of President Arroyo’s Kabalikat Sa Pabahay Awards. Your Company’s mass housing arm was chosen for its “excellent achievement and contribution to housing” based on the stringent criteria prepared by the Accreditation of Innovative Technology for Housing Inter-Agency Committee. We were able to fund P5.2 billion in project and capital expenditures. Ayala Land’s cash reserves stood at P4.85 billion and it achieved a current ratio of 1.78:1. Bank debt-to-equity ratio was 0.41:1 while net debt-to-equity was at 0.27:1. Operating cash flows totaled P5.14 billion. Annual Report ‘03 Looking forward Middle-Income Housing In April, the Securities and Exchange Commission approved P1 billion worth of short-term commercial papers (STCPs). An initial tranche of P500 million was offered via a Dutch auction, and was oversubscribed despite very tight pricing. Ayala Land issued a total of P740 million STCPs priced at 25 bps over three-month MART 1 for the floating rate tranche and one-year MART 1 flat for the fixedrate tranche. The STCPs, issued last May 21, are set to mature on May 14, 2004. The issuance, your Company’s first SEC-registered STCP in recent years, was distributed directly to retail investors – enabling ALI to access the non-bank liquidity pool. The STCP issue, rated “PRS 1” by PhilRatings, highlighted the continued confidence of the market in ALI’s capacity to pursue sound business strategy and maintain profitability under difficult market conditions. Financials Our financial strength remained steady with a solid balance sheet with a high degree of liquidity and strong cash flows. Total assets stood at P67.01 billion at the end of 2003, while stockholders’ equity amounted to P35.27 billion. 11 In August, your Company declared a special cash dividend amounting to P0.26 per share. In September, a lot-for-share swap deal between ALI and AC for the Ayala Museum was finalized. In November, bonds with an aggregate face value of P2 billion were issued. Similar to the STCPs, the bonds were registered with the SEC and rated by PhilRatings, likewise getting the highest rating possible for long-term issues of PRS Aaa. The bonds were split equally into fixed-rate and floating-rate tranches. Both tranches were priced tightly, following a successful Dutch auction. This allowed your Company to achieve a new benchmark in loan pricing, with spreads down to 13.5 bps and 125 bps for the fixedand floating-rate tranches, respectively. Without prejudice to our unique position at the high end of the real estate market, we would like to see the day when a bigger percentage of sales will come from a range of products that more and more people at all levels of society can afford. We have already taken some steps towards this goal with the establishment of Laguna Properties Holdings, Inc. (with the mass housing market in mind) and Community Innovations, Inc. (for the core-midle income residential market). While expected to live up to the high standards set by Ayala Land for all products and services, affordability will be a key factor for these subsidiaries’ offerings. Ayala South We intend to continue the development of Ayala South into a truly integrated community and your Company’s most ambitious new community development area for the next 20 to 30 years. Aside from Ayala Westgrove Heights and Ayala Greenfield Estates, we will begin the development of the over 1,000 hectares that your Company purchased from the Yulo family. We expect to launch the middle-income components of the Ayala South Development in 2004. Fort Bonifacio Global City We shall intensify the development of the Fort Bonifacio Global City. In October 2004, we expect to commence operations of Market! Market! – your Company’s innovative value mall located along C5 road. Ayala Land, Inc. 12 Annual Report ‘03 Earlier in 2004, we plan to launch an innovative new residential project in the adjacent property in joint venture with the Bases Conversion Development Authority. Summing up In the next 15 years, we would like ALI to continue being a leader in innovation. As customer needs and preferences change, our products will evolve with them, but the way we do business and our corporate values will remain the same. In closing, we wish to thank all of those who have been supportive of your Company through these 15 years, without whose help none of this could have been achieved. We thank our co-workers for their dedication and loyalty, the members of the board of directors for their counsel, and you, our valued shareholders, for your continued confidence and support. We will keep the public trust through fair dealing and by consistently offering quality products that sustain their value over time. As we extend our reach to a wider audience, there will be more people who will invest significant portions of their savings in our products. Having such savings in our trust is a responsibility we take very seriously, giving greater dimension to our commitment to provide customer satisfaction. It is a long-term commitment we are willing to make. All companies say that their greatest asset is their people. At Ayala Land, we truly believe that. We will continue to recruit the best talent and invest in their training and development. More importantly, we will make sure that working for Ayala Land is more than just a job. We will ensure that your Company provides its young people with a home, a place in which to grow and the scope to fulfill their own dreams. FERNANDO ZOBEL DE AYALA Chairman FRANCISCO H. LICUANAN III President Ayala Land, Inc. 15 Ayala Land, Incorporated: 15 years of realized dreams A defining characteristic of mankind is the ability to dream. Every person hopes for a better life: a good job, a loving family, a comfortable home. As we pursue our ideals, dreams fuel our passions. Among members of the extended family that is Ayala Land, dreams are shared and pursued eagerly. They are given shape and substance as heads are put together and steps are locked in common purpose as we live up to a commitment: to bring people’s dreams of a good life closer to reality each day. As Ayala Land turns 15, we look back at milestones which we hope amply testify to the strength of that commitment, and its beneficial effects on the lives of people. As we look forward, we would like to reaffirm our pledge to do right by people who have willingly entrusted their aspirations to our company. We promise to keep building on “such stuff (to paraphrase the bard), as dreams are made on.” Annual Report ‘03 Ayala Land, Inc. 16 Annual Report ‘03 1988-1992 Pioneering moves On September 16, 1988 Ayala Land is spun off from Ayala Corporation, the country’s oldest and most prestigious business house, to provide both with greater flexibility and a clearer focus to take advantage of opportunities in a newly revitalized market. Ayala Land swiftly makes its mark with responsive and unique projects, such as the highly successful Salcedo series of residential condominiums, that whet the appetite of a public already aware of the quality synonymous to the Ayala brand. Ignoring cynics and skeptics, the Company and its like-minded partners chart and brave new paths that not only speak of good business development sense but are a testament to a commitment to national development. 1988 After its spin-off from Ayala Corporation, Ayala Land quickly moves to broaden its revenue base and diversify product lines and markets. 1989 To further strengthen the Company’s recurring income base, ALI launches an ambitious program to redevelop Ayala Center. Public interest in the high-rise residential sector is spurred by the launch of One Salcedo Place, ALI’s first condominium project. All available units are bought within weeks. The Company commits major resources in anticipation of long-term development projects in the Calabarzon. ALI becomes a pioneer in the region’s transformation into the country’s most dynamic industrial zone. Ayala Land, Inc. 1990 Development begins on the 50-hectare Cebu Business Park, which has since evolved into the business and commercial hub of Southern Philippines. The site of Visayas’ largest commercial complex also hosts the Ayala Center Cebu and the first Marriott hotel in the Philippines. Ayala Land sets new standards for industrial estate development in the country with Laguna Technopark, Inc., a joint venture with Mitsubishi Corporation and Kawasaki Steel Corporation. Ayala Land establishes Ayala Hotels, Inc., a subsidiary, to consolidate hotel operations. 1991 ALI becomes a publicly-listed company when its Class B Common shares are offered at the Manila and Makati Stock Exchanges. The Company makes its first venture into office land development south of Makati via the first phase of Madrigal Business Park in Alabang. 1992 Ayala Land makes a donation for the construction of a new building for the united Philippine Stock Exchange. 6750 Ayala Avenue is completed and offered for lease. 17 Annual Report ‘03 Ayala Land, Inc. 18 Annual Report ‘03 1993-1997 Diversification Fueled by public trust and peerless expertise, Ayala Land grows in strength and confidence. The Company spreads its wings with the establishment of subsidiaries to better cater to an ever-expanding stable of satisfied clients. And, in a display of forward thinking, Ayala Land continues to acquire properties for future development. 1993 Ayala Land ventures into the mass housing market through Laguna Properties Holdings, Inc. The subsidiary gains a significant foothold in the market as it adopts revolutionary building systems and uses its extensive experience in planning residential communities. Through a joint venture with the Yulo family, Ayala Land acquires controlling interest in 1,300 hectares of land in Canlubang, Laguna. 1994 Ayala Center Cebu is formally launched. Asia Tower is launched and quickly sold out. The Alabang Commercial Center is renovated and relaunched as the Alabang Town Center. 1995 In partnership with the Makati City Government and the Makati Commercial Estates Assocation, Ayala Land launches a long-term master plan for the Makati Central Business District. The Company enters into joint ventures with SHV Makro for Makro and Hongkong Land for One Roxas Triangle. ALI gets involved in infrastructure development by joining a consortium to construct the EDSA Metro Rail Transit System. Tower One Ayala Triangle is completed. Ayala Land, Inc. 1996 LPHI launches the Santarosa Estates residential subdivision. Work commences on the construction of One Roxas Triangle. A pedestrianization program in the Makati Central Business District is launched. Construction begins on the elevated walkway system. Office building projects Ayala Life-FGU Center and Ayala Life-FGU Center Alabang are launched. Ayala Southvale Village, an upscale residential subdivision, is offered for sale. 1997 Cebu Marriott opens. Expansion of Alabang Town Center begins. LPHI reaches out with residential projects in Batangas, Lucena and Naga. ALI undertakes a joint venture with the Extraordinary Group for the Pavilion Mall in Biñan, Laguna. Marketing of Ayala Northpoint, the Company’s initial venture in Negros Occidental, commences. 19 Annual Report ‘03 Ayala Land, Inc. 20 Annual Report ‘03 1998-2003 Sustaining Leadership Ayala Land enhances its preeminent industry position with the continued expansion of operations through a variety of responsive projects. The Company also fortifies itself internally with the establishment of distinct Strategic Business Units (SBU) that more effectively address specific aspects of a myriad of interests. On its 10th year in 1999, the Company lays out the groundwork for its future by defining and asserting its vision, credo, corporate values, critical success factors and the strategic thrust on total customer satisfaction. This future is further ensured through Ayala Land and the Unilab Group’s recent joint acquisition of the prime property that is the Bonifacio Global City in Taguig. Envisioned as a natural extension of the Makati Central Business District, it assures available inventory over the long term. 1998 ALI celebrates its 10th year with Project Odyssey – which articulates ALI’s vision and reaffirms its basic values. The Construction Management Group is awarded an ISO 9002 certification. The Company introduces buyer financing programs for high-end subdivisions and middle-income housing. Glorietta 4 opens. Development begins on Ayala Westgrove Heights, ALI’s maiden project in the 2,500-hectare property dubbed Ayala South. Ayala Heights Cebu is launched. The Company enters the upscale house-and-lot market with Ferndale Homes in Quezon City. LPHI launches a pilot test marketing effort in Milan, Italy to tap the OFW market. The Company ventures into food court and amusement center operations. 1999 Plans for the redevelopment of Greenbelt are finalized. Ayala Life-FGU Center on Ayala Avenue is completed. Strategic Business Units are created. Metrostar Express opens. The Cebu City Sports Club is launched. Oakwood Premier Ayala Center soft-opens and sets new standards in luxury serviced apartments in the country. 2000 Work begins on Greenbelt’s redevelopment. Ayala Greenfield Estates in Calamba, Laguna is launched. LPHI’s low-cost housing product line is introduced Ayala Land successfully bids for the long-term lease of a 9.8-hectare property in Taguig. Ayala Land, Inc. 2002 The Company enters the core-mid residential market with Verdana Homes and The Columns under new subsidiary Community Innovations, Inc. The projects are well-received by the public. 2001 ALI completes construction of two mass transit-based commercial centers: MRT-3 Ayala Station, and Metro Point at the corner of EDSA and Taft. Paseo de Magallanes is launched. Internally, ALI starts its asset rationalization program and SAP implementation. It also creates a Buyer Financing Department. Ayala Land launches Montgomery Place. Cebu Civic and Trade Center is repositioned into an I.T. Park now known as Asiatown I.T. Park. To provide an additional distribution channel for products, ALI forms Ayala Land Sales, Inc., an exclusive allcommission sales force. Ayala Hillside Estates is launched. Work commences on Market! Market!, a five-level value mall. Ayala Center receives a “Mall of the Year” award from the Philippine Retailers Association and the Department of Trade and Industry. The Leisure and Lifestyle Communities Group is created. LPHI opens a sales office in Rome, Italy. The Bases Conversion and Development Authority awards development rights to ALI for the 8.5-hectare Lot B in Fort Bonifacio. ALI re-enters the high-end residential condominium market with the launch of One Legazpi Park. The Company is awarded by Asiamoney magazine as the country’s best in financial management. 2003 Three residential projects - The Residences at Greenbelt, One Aeropolis, and the Columns - for three distinct markets are launched to an enthusiastic market. The partnership of Ayala Land and the Evergreen Holdings, Inc. of the Unilab Group acquires controlling interest in Bonifacio Global City, assuring additional ample prime inventory for the future. The Company launches Tamarind Cove, an exclusive 1.6-hectare enclave of 20 lots on the last remaining parcel of real estate in Ayala Alabang Village Ayala Land marks its first foray into housing for the military via LPHI’s Riego de Dios Village in Tanza, Cavite. Bonifacio Ridge, Fort Bonifacio Development Corporation’s sole residential building project, is relaunched. Makati Development Corporation, Ayala Land’s construction arm, is given three ISO certifications for quality assurance. Ayala Land prominently ranks as one of the best Philippine companies according to the surveys of various international business magazines such as Far Eastern Economic Review, Finance Asia, Asiamoney, and The Asset. Company CEO Francisco H. Licuanan III and CFO Jaime E. Ysmael are adjudged the best in the Philippines by the Reuters Institutional Investor Research Group. Greenbelt 3 is included in a distinguished circle of 10 winners of the Urban Land Institute’s (ULI) Awards for Excellence competition - the only winner from the entire Southeast Asian region. Its launch also earns an award from the International Council of Shopping Centers. 21 Annual Report ‘03 You keep dreaming, Ayala Land keeps building Ayala Land, Inc. 23 Annual Report ‘03 Review of Operations Amidst an extremely challenging environment marked by political and security concerns, Ayala Land remained financially strong and focused on delivering superior shareholder value through solid operating results, a sound balance sheet and quality products. Earnings The Company ended 2003 with a net income of P2.71 billion, 8% higher than 2002 level of P2.52 billion. Consolidated revenues amounted to P14.62 billion, representing a 20% growth year-on-year. Revenue growth was mainly due to higher rentals from shopping centers with the full year operation of Greenbelt 2 & 3, as well as the escalation in basic rent of mall tenants at Ayala Center. Together with rentals from office buildings, leasing operations collectively accounted for P3.59 billion or 24% of total revenues in 2003. Also driving revenues were lot sales from high-end residential communities such as Ayala Westgrove Heights, Ayala Hillside Estates, Ayala Greenfield Estates, Paseo de Magallanes, Plantazionne Verdana Homes and Tamarind Cove. The sale of commercial and industrial lots also contributed to land sales which amounted to P2.85 billion or 19% of total revenues. Residential unit sales contributed P1.88 billion or 13% to total revenues. Three high-end residential condominiums, namely One Roxas Triangle, One Legazpi Park and The Residences at Greenbelt (Laguna Tower), accounted for the bulk of the sales. Mass housing revenues generated by Laguna Properties Holdings, Inc. (LPHI) amounted to P1.86 billion and accounted for 13% of consolidated revenues. During the year, LPHI ventured into its first medium-rise residential building project, One Aeropolis, located in Sucat, Parañaque. It also launched Sta. Arcadia Village, its first mass housing project in Northern Luzon. The core middle-income residential segment, through Community Innovations, Inc. (CII), contributed P658 million or 5% to total revenues. Following Verdana Homes’ full sellout, CII focused on the sale of The Columns, its three-tower residential complex within Makati. Given encouraging market response in the first two towers, the third tower was launched ahead of schedule in November. Key support groups such as the hotel and construction operations contributed 9% and 5%, respectively, to consolidated revenues. Revenues from hotel operations amounted to P1.28 billion, 2% lower year-on-year due to lower occupancy rates and the continued rate war among the hotels in the Makati Central Business District. Revenues from construction projects totaling P759 million were also lower by 18% given the limited opportunities in the construction sector. Recurring revenues generated from commercial centers, hotel and office properties contributed 33% of total. Revenues from development projects accounted for the balance of 67%. 2003 Consolidated Revenue Breakdown by Product Line Interest & Investment Income/Equity Earnings 12% Rentals 24% Construction Projects 5% Core-Mid Residentials 5% Hotel Operations 9% Land Sales 19% Mass Housing 13% Residential Unit Sales 13% Rental revenues, chiefly from commercial centers, contributed 24% of total revenues, followed by land sales which comprised 19% of total Revenues and Net Income in Php Billion Financial Highlights 16.0 14.62 14.0 12.21 11.67 12.0 10.31 10.0 8.94 8.0 6.0 4.0 2.28 2.60 2.71 2.52 1.84 2.0 1999 2000 2001 2002 2003 Revenues Net Income 2003 revenues grew by 20% while net income was up by 8% year-on-year Ayala Land, Inc. 24 Annual Report ‘03 2003 Revenue Breakdown By Strategic Business Units Support Groups* & Corporate 26% Visayas-Mindanao Group 1% Core-Mid Group 5% Corporate Business Group Commercial Centers Group 6% 20% Residential Buildings Group 13% Mass Housing Group Land & Community Development Group 15% 14% In terms of revenue contribution by Strategic Business Units (SBU), the Commercial Centers Group remained the key driver, accounting for 20% of total. Land and Community Development Group was the second largest revenue contributor with 15%. Total assets amounted to P67.01 billion, 8% higher primarily due to the acquisition of a controlling stake in Bonifacio Land Corporation. Increasing asset utilization is a key strategy being pursued by the different SBUs. With the growth in revenues in 2003 and the continuing asset disposal program, asset turnover has improved. Five SBUs account for the bulk or 65% of total assets. End-2003 Asset Breakdown by Strategic Business Units Corporate FBDC 4% 9% Land & Community Devt. Group 17% Support Groups* 8% Commercial Centers Group Core-Mid Group 6% 16% VisayasMindanao group 8% Mass Housing Group 11% Corporate Business Group Residential Bulidings Group 10% 11% * hotels, construction and property management About 2/3 of Company assets are held by five SBUs: Land and Community Development Group, Commercial Centers Group, Corporate Business Group, Residential Buildings Group and Mass Housing Group LPHI’s inventory of various mass housing projects and landbank represent 11% or P7.4 billion of Ayala Land’s consolidated assets. Asset Distribution * hotels, construction and property management The Commercial Centers Group remained the key driver of revenues, accounting for 20% of total. condominiums in Makati, One Legazpi Park, The Residences at Greenbelt and One Roxas Triangle, now nearing full sell-out. The Land and Community Development Group, responsible for the Company’s highend residential subdivision projects, accounts for P11.4 billion or 17% of total assets consisting mainly of land inventory. These are carried in the books at acquisition cost and include the landbank for Ayala South, the bulk of which were acquired in 1993 and have been under development since 1998. Leased land and building improvements within Ayala Land’s shopping centers, under the Commercial Centers Group, amount to P10.7 billion or 16% of total assets. The Residential Buildings Group is responsible for P7.4 billion in assets, 11% of total, including three residential Office buildings for lease/sale, as well as properties earmarked for industrial and business park developments, managed by the Corporate Business Group represent P6.7 billion or 10% of total. These include nearly 73,000 square meters of office space for lease in the Makati Central Business District. Equity Resources Stockholders’ equity was at P35.27 billion, slightly lower than the end-2002 level, primarily due to a P0.26 per share special cash dividend paid in the fourth quarter which amounted to a total of P2.78 billion. Significantly higher cash dividend payouts were made in the last two years in line with the Company’s efforts to reduce its equity base to an optimal level. The increase in dividend payments is backed up by an ongoing asset rationalization program which resulted in the sale of receivables and non-strategic properties in 2003. Liquidity and Debt Level The Company’s financial strength is reflected in its highly liquid position and comfortable debt level. At the end of 2003, cash amounted to P4.85 billion. Current ratio stood at 1.78:1 while debt-to-equity ratio was posted at 0.41:1. Net debt-to-equity was at 0.27:1. Ayala Land, Inc. Investments These borrowings significantly enhanced Ayala Land’s financial flexibility. As of yearend, consolidated debt amounted to P14.38 billion, a significant amount of which matures beyond 2005 at which time a broader-based recovery of the property market is expected. Average cost of borrowings slightly increased to 9.1% in 2003 from 8.5% in the previous year, but still at relatively low levels. For 2004, Ayala Land is allocating P5.6 billion for project and capital expenditures. About P2.4 billion or 43% is being earmarked for projects, primarily for residential building and high-end residential subdivisions. The balance of P3.2 billion or 57% is being set aside for capital expenditures, primarily for investments in commercial centers and office buildings, as well as equity investments in various subsidiaries. Liquidity is expected to further improve with the sale of seasoned installment receivables and non-strategic real estate assets and investments. In 2003, the sale of ALI and LPHI receivables generated a total of P820 million. In 2003, the Ayala Land (parent company) disbursed P5.2 billion or 66% of the P7.9 billion project and capital expenditures earmarked for the year. The disbursed amount included the P2.6 billion investment in Bonifacio Land Corporation. The rest were spent on residential building projects, commercial centers, residential subdivision projects and office building improvements. Annual Report ‘03 Project and Capital Expenditures (Parent Company) Commercial Centers/ Office 14% Equity Investments 54% Residential Bulidings/ Townhouses 23% Residential Subdivisions 9% Equity investments, largely for Bonifacio Land Corporation, accounted for half of parent company’s P5.2B project and capital expenditures Current Ratio, Bank Debt-to-Equity and Net Debt-to-Equity Ratios (X:1) Ayala Land’s access to the domestic capital market remained unimpaired. In November 2003, the Company issued P2.0 billion 5-year bonds which found strong support from institutional investors, as well as retail and high net worth individuals. Philratings rated this bond issue PRS Aaa and maintained its PRS Aaa rating for the P3.0 billion bonds issued in April 2002 and maturing in 2007. 25 3.00 2.50 2.00 1.50 1.00 0.50 0.00 1999 2000 2001 2002 Current Ratio Bank Debt-to-Equity Ratio Net Debt-to-Equity Ratio High liquidity and low gearing provide financial flexibility to the Company Sep-03 Ayala Land, Inc. 26 Annual Report ‘03 Stock Performance The local stock market performed favorably in 2003, backed by a relatively stable interest rate environment and generally improved economic and corporate earnings performance. Putting a cap on the market’s advance, however, were political concerns on the upcoming 2004 elections and security concerns brought about by some attempts to destabilize the government. The Philippine Composite Index (Phisix) posted a 42% growth during the year. Ayala Land stock (ALI) and the Property Index were up by 34% and 37% respectively, but underperformed the overall market. As of December 30, 2003, ALI share price closed 34% higher than at the start of the year Relative Performance ALI Phisix Property Index Dec. 27, 2002 4.55 1,018.41 417.52 Dec. 30, 2003 6.10 1,442.37 571.35 Change 34.07% 41.63% 36.84% ALI stock moderately underperformed the Phisix and the Property Index At the end of 2003, ALI closed at P6.10 per share, significantly higher than end-2002 level of P4.55 per share. However, the stock’s trading liquidity was relatively limited compared to the previous year. ALI’s average daily volume and value turnover of 5.6 million shares and P32.0 million, respectively, were lower than the 8.1 million shares and P49.3 million averages in 2002. In December, the Company issued 63.375 million new shares, bringing the total outstanding shares to 10.76 billion and Ayala Corporation’s (AC) effective interest in the Company to 65% by the end of the year. The share issuance was in relation to the transfer to Ayala Land of AC’s 2,340-square meter lot, the former site of the Ayala Museum along Makati Avenue, which is now part of the initial redevelopment phase of Greenbelt. A special cash dividend of P0.26 per share was paid to stockholders in the fourth quarter of 2003, in addition to the regular cash dividends of P0.03 per share per semester. The increased dividend yield is a continuation of the Company’s effort to reduce its capital base. In the previous year, Ayala Land also declared a special cash dividend of P0.15 per share. Given the special cash dividends in the past two years, dividend pay-out rates were high at 98% and 136% for 2002 and 2003, respectively. Stock Price Information (YTD - Dec. 30, 2003) Starting Price Ending Price Percent Change Highest Close Lowest Close Avg. Daily Price Avg. Daily Volume Avg. Daily Value 4.55 6.10 34.07 6.90 4.40 5.70 5,626,625 32,050,832 Date Dec. 27, 2002 Dec. 30, 2003 July 23, 2003 March 10, 2003 With a market capitalization of P65.6 billion by end2003, Ayala Land was the 9th largest listed company in the Philippines, accounting for 2.1% of total market capital and 5.5% of the index-linked stocks’ total capitalization. Despite price appreciation as of year-end, trading of ALI shares was lower than previous year in terms of volume and value Dividend Pay-Out Ratios Cash Dividends per share P0.03 (1H'03) P0.26 (special) P0.03 (2H'03) Declaration Date June 20, 2003 August 27, 2003 December 5, 2003 Record Date July 25, 2003 September 26, 2003 December 23, 2003 Payment Date August 20, 2003 October 22, 2003 January 16, 2004 The Company’s efforts to reduce its capital base and rationalize assets enabled it to pay a special cash dividend in addition to the regular cash dividends of P0.03 per share 1999 2000 2001 2002 2003 Cash 21% 23% 35% 98% 136% Stock 68% - Total 21% 91% 35% 98% 136% With the special cash dividends in 2002 and 2003, pay-out ratios were significantly higher in the past two years Ayala Land, Inc. Land & Community Development Group In line with the Company’s thrust to prime Ayala South, Ayala Land continued to introduce additional lots and amenities for Ayala Westgrove Heights and Ayala Greenfield Estates. In 2003, a total of 236 new lots were launched at Ayala Westgrove Heights, bringing cumulative lot offering in this project to 1,329 lots. As of end-2003, cumulative take up was posted at 86%. About 31 homes have been fully-built in this subdivision while 32 houses were under construction as of year-end. At Ayala Greenfield Estates, 94 lots in Phase 2 were added to the inventory, bringing total lot offering to 457 lots, which as of end-2003 was 78% taken-up. Construction of the golf course commenced in February 2003 and completion of the first 9 holes is scheduled by May 2004. When completed, the golf course will be an 18-hole, par 72, championship golf Helping these two Ayala South communities establish critical mass are the support facilities which have been established nearby. There are already three major educational facilities operating in the area, offering courses from pre-school up to the college level. Nearly 2,000 students are now enrolled at the De La Salle University - Canlubang, St. Scholastica’s College - Westgrove and Don Bosco Caritas School. Annual Report ‘03 Within the next two years, the Company will continue to unlock values in its Ayala South landbank. New concepts and amenities will be introduced in the existing residential developments to accelerate sale take up, as well as enhance capital values. At the same time, Ayala Land will aggressively identify new areas and tap unserved markets in Northern Luzon and east of Metro Manila. LCDG Sales Volume Continuing with the success of Paseo de Magallanes’ initial phase, Phase 2, consisting of 17 residential and 6 commercial lots, was launched in May which as of year-end were 59% and 67% taken up, respectively. Commercial establishments, including banks, offices and retail stores, have started to operate in the initial phase of the project. In September, Phase 2 of Ayala Hillside Estates was launched consisting of 9 choice lots in an exclusive neighborhood called The Pinnacle and 20 regular lots with varying views of the golf course fairways. Fourteen of these 29 lots are ALI’s share, while the balance is owned by Capitol Hills Golf Club, the Company’s joint venture partner in this project. Sales have been brisk, with 100% of ALI’s share taken-up by year-end. Phase 3A, launched in November, offered 78 lots, 48 of which are ALI’s share. By end-2003, 60% of the 48 lots have been taken-up. The first 9 holes of the all-weather golf course integrated in this residential development were already playable by year-end. Capitalizing on the success of Ayala Alabang Village, the Company joined hands with Bank of Philippine Islands to develop the latter’s 1.7-hectare property inside the subdivision. In May 2003, Tamarind Cove, consisting of 20 lots, was launched and the Company’s share of 9 lots was 56% sold by year-end. 338 350 306 300 250 No. of Units The prevailing low-interest rate environment, coupled with the availability of attractive inhouse financing schemes, encouraged both end-users and investors to make their purchase decisions. There was also opportunistic buying in some of the Company’s new projects situated within Metro Manila. As a result, high-end residential lot sales volume has been on the rise for the past three years. course covering approximately 60 hectares. This, together with other amenities introduced in the village such as the 9-hole putting green and riparian grove, the outdoor basketball & tennis courts and tree groves, attracted new buyers. 301 237 277 212 200 150 100 50 0 12 97 98 99 00 01 02 03 Ayala Westgrove Heights Tamarind Cove Paseo de Magallanes Others Ayala Hillside Estates Ayala Greenfield Estates Sale of lots at Ayala South (Ayala Westgrove Heights, Ayala Greenfield Estates) continued to account for the bulk of high-end residential lot sales LCDG Sales Value in Php Million Demand for the Company’s high-end residential lots was sustained as market preference for the Ayala brand, which has become synonymous to high-quality, continued to draw buyers. Further augmenting market interest was the Company’s continuous effort to add more value to its developments by introducing village amenities catering to the different lifestyles of the buyers. 27 2000 1800 1600 1400 1200 1000 800 600 400 200 0 1,788 1,438 1,195 1,095 1,053 709 106 1997 1998 1999 2000 2001 2002 2003 In terms of value, lot sales in 2003 were significantly higher than all previous years since the 1997 crisis Ayala Land, Inc. 28 Annual Report ‘03 Commercial Centers Group The Company’s shopping centers once again delivered a strong performance despite political and economic uncertainties which tended to stifle consumer spending. Its expertise in the ABC+ market and the ability to innovate and capture market interest, was evident in a high weighted average occupancy of 98% for its six malls. in Php Billion Ayala Center Sales 25 18.72 20 15 10 5 0 1999 19.13 20.18 20.66 21.87 2000 2001 2002 2003 Despite market uncertainties, Ayala Center sales remained steady Ayala Center, with over 600,000 square meters of gross leasable area (GLA) and over 1,000 land and building tenants, continued to generate the bulk of shopping center revenues. Despite depressed market conditions, sales at Ayala Center grew by 6% with building occupancy at a high 95%. in % ALI Commmercial Centers Building Occupancy Rates 100 95 90 85 80 75 70 65 60 55 50 1999 2000 2001 Overall shopping center revenues grew by 8% due to the full year operation of Greenbelt 2 and 3, an entertainment and dining hub built with a 3-hectare park, and a 5% - 12% escalation in Ayala Center’s basic rental rate. Traffic was sustained by year-round high-impact marketing activities. Merchant-to-space application ratio still stands at 5:1. 2002 2003 Ayala Center Makati Alabang Town Center's reduced occupancy in 1999 due to construction of new wing Ayala Center Cebu's 2003 occupancy affected by 4th level renovation Occupancy of the Company’s major malls remained high at above 90% An integrated web of elevated walkways and passages now provides greater convenience of access to Ayala Center. Linked to the Legaspi Village walkway system, shoppers have continuous pedestrian connectivity to the Metro Rail Transit-3 (MRT-3) station thru Greenbelt and Glorietta. Greenbelt 4, consisting of 5,000 square meters of GLA, soft opened in November 2003, housing high-end fashion brands. Further enhancing the value of Greenbelt is a world-class Ayala Museum opening in June 2004 which completes the initial redevelopment phase of Greenbelt. The new Greenbelt has redefined shopping, dining and malling experience in Metro Manila and represents the country’s first Lifestyle Center. Its unique, exciting concepts in entertainment and retail reflect a dynamic partnership with merchants. Greenbelt won three international awards as an exemplary, world-class development. In October 2003, Greenbelt 3 won the prestigious Award for Excellence from the Washington D.C.-based Urban Land Institute (ULI). Greenbelt 3 was one of the ten winners and one of only three shopping centers from among 109 developments from all over the world. The competition considered a wide range of criteria including design, leadership, contribution to the community, innovation, environmental protection and enhancement and financial success. Also in October 2003, Greenbelt won a Merit Award (Silver Award) in the International Council of Shopping Center (ICSC) Maxi Awards for Marketing Excellence in the grand opening, expansion and renovation category. In addition, Greenbelt won first place in Chain Store Age’s 2003 Retail Store of the Year Competition (Open Shopping Center Category). Chain Store Age, a US-based retail trade magazine, gathered a well-respected panel of judges composed of architects, designers and retailers who evaluated the nominated stores and shopping centers based on project objective, unique project characteristics and special design elements. Nearby San Antonio Plaza Arcade was 100% occupied by select retail establishments catering to the needs of residents of Forbes Park and Dasmariñas Village. This 1,900square meter neighborhood shopping center is Ayala Land, Inc. A merchant replacement program now on its third year successfully positioned the 84,000-square meter Alabang Town Center as the family shopping and entertainment destination in the South. Themed zone concepts were introduced targeting the sports buff and hobbyist, young shopper and other market segments. A newly opened 2,600-square meter anchor store and restaurant row complemented the existing mix in the mall. Continuing efforts are being made to transform the mall into another lifestyle center. Phase 1A of Market! Market!, a retail development within the Bonifacio Global City, was 50% complete as of year-end and is scheduled to open in October 2004. This super-regional value mall brings together traditional and non-traditional retailers and wholesalers and caters to “value-conscious” consumers. With about 150,000 square meters of GLA, this mall will have more than 1,000 retail and food outlets and will include a hawkers area, department store and supermarket, fruits and flower market and a public transport terminal. As of year-end, 90% out of 244 regular spaces have been leased out. 54% of over 600 bazaar spaces have already been committed. Popular Metro Manila brand outlets offering affordable and marked-down prices were introduced to reinforce the value mall positioning of Pavilion Mall, a 14,000-square meter development located in Biñan, Laguna, 29 kilometers south of Makati. Given the mall’s primarily local, interneighborhood market, community-building activities to establish shoppers’ loyalty were the focus of its marketing program. Now on its third year of operations, Metro Point, another value mall, continued to capitalize on an 80,000 daily pedestrian traffic resulting from its connection to both the LRT-1 and MRT-3 stations in Pasay City. Mall performance improved significantly because of the strong growth of merchant sales, better building occupancy and the full operations of the mall’s link to the LRT north-and south-bound locations. Over 76,000 square meters in retail developments within Bonifacio Global City are now under management by the Commercial Centers Group following the Company’s major investment in Bonifacio Land Corporation. These include Annual Report ‘03 Bonifacio Stop-over and The Fort. Ongoing work consists of optimizing merchandise mix, leasing of spaces and tenant relations, and marketing, advertising and promotions. In the next five years, shopping center expansion involving an additional 476,000 square meters of GLA, will increase retail stock by at least 54%. In addition to Market! Market!, future mall projects include the North Triangle Commercial Center at the MRT depot in Quezon City and new lifestyle centers. Even as the Company expands into new areas, marketing and promotions of Ayala Center will be sustained, projecting its completeness given its unique, complementary components, Glorietta and Greenbelt. Total Shopping Center Leasable Areas in Sqms located at the junction of McKinley Road and Palm Avenue. 29 1,400,000 1,200,000 1,000,000 800,000 600,000 400,000 200,000 - 1,317,000 1,357,000 1,358,000 1,027,000 1,035,000 881,000 03 04 05 06 07 08 * Leasable areas exclude parking Shopping center leaseable area will increase by more than 50% in 2008 compared to 2003 levels Greenbelt Redevelopment Greenbelt 2 Greenbelt 3 Greenbelt 4 Museum retail retail / entertainment retail GLA 4,512 19,967 5,114 1,800 31,393 Over 30,000 sqms. in gross leasable area completes the transformation of Greenbelt into an award-winning Lifestyle Center Ayala Land, Inc. 30 Annual Report ‘03 Corporate Business Group Ayala Land’s office buildings continued to command premium pricing given their superior location, better quality and high level of property management. Rents at Tower One, 6750 Ayala Avenue, MSE Building and Ayala Life FGU Center in Makati collectively ranged from P468 to P719 per square meter per month. Given the continued pressure on lease rates, Ayala Land was constrained to renew expiring leases at lower effective rental rates, by way of concessions such as rent-free period, to keep existing office tenants. The Company, however, maintained its headline rates for its office buildings at the same levels as in 2002. Ayala Land’s office buildings posted high occupancy rates, averaging 95%, higher than MCBD’s average occupancy rate of 88%. Because of limited available space, the Company was unable to immediately accommodate new demand from call centers and BPO firms requiring large, contiguous space. in % ALI and MCBD Office Occupancy Rates 100 95 90 85 80 75 96% 95% 95% 94% 92% 90% 87% 83% 99 00 01 85% 02 88% 03 ALI Average Occupancy Rate MCBD Office Occupancy Rate * * Source: Colliers International Average occupancy of Company’s office buildings has always been higher than the average rate in the Makati Central Business District in % ALI Office Buildings Occupancy Rates Given its initial success, the Company intends to replicate this E-services building project in other properties within the MCBD, Fort Bonifacio, Alabang and Quezon City. 100 90 80 70 60 50 1999 2000 As a result of marketing activities conducted in 2003, Ayala Land will begin construction in early 2004 of PeopleSupport Center – the country’s first office building fully dedicated to BPO and call center operations - in the MCBD. The five-storey building, located at the corner of Amorsolo Street and Ayala Avenue, will have almost 16,000 square meters of leasable space and over 1,000 square meters of retail when completed in April 2005. The office space is covered by a ten-year lease agreement with US-based PeopleSupport, reputedly the most profitable BPO firm in the country today and the second largest in terms of employment. 2001 2002 2003 Tower One MSE Bldg. 6750 Ayala Ave. Ayala Life-FGU Center Occupancy rates of all four office buildings generally remained stable throughout the past five years In the next 12 months, MCBD occupancy rates are expected to gradually improve while rental rates are expected to post slight improvements. As such, the Company expects to maintain its existing offer rates and continue implementing an escalation structure of leases by 2004. Ayala Land will also pursue the conversion of vacant units and underutilized spaces into income-generating amenities. Meanwhile, the industrial estate sector continued to face an oversupply. Despite limited demand from new foreign investors, Laguna Technopark, Inc. (LTI) managed to sell 7 lots with a total area of 4.1 hectares in 2003, higher than the previous year’s sale of one lot with an area of 0.6 hectare. To address the demand for smaller lot cuts, LTI re-blocked some of the remaining inventory to come up with less than 1-hectare lot parcels. LTI continued to attract small to medium enterprises, particularly suppliers of big manufacturing facilities operating within Laguna Technopark. These suppliers are now tenants of LTI’s fully leased-out Standard Factory Building (SFB). With demand for SFB units noted, LTI is planning a second factory building project which will offer 11 units with areas ranging from 800 square meters to 925 square meters per unit. In 2004, LTI will focus on selling the remaining saleable inventory in the existing industrial park while it pursues the development of an expansion area. Office Rental Revenue Contribution to Consolidated Revenues in Php Million A gradual improvement in the Makati office vacancy rate was noted during the year, with new demand coming from call centers and business process outsourcing (BPO) firms which require relatively low rental rates. As such, the improved occupancy rates did not translate to any improvement in rental rates. 16000 14000 12000 10000 8000 6000 4000 2000 0 3% 5% 1999 5% 2000 4% 2001 4% 2002 Office Buildings Rental revenues from office properties accounted for 3% of total revenues in 2003 2003 Ayala Land, Inc. 31 Annual Report ‘03 Residential Buildings Group A key achievement in 2003 was the successful grand launch in June of The Residences at Greenbelt. Laguna Tower, the first of the three towers to be located right within the Greenbelt Redevelopment, reinvigorated the high-end condominium market. Despite competition and lingering fear of a glut in this segment, The Residences achieved a sales take-up of as much as 40% of its 249 units in the first month of sale. As of the end of 2003, sales reached 61%, surpassing its forecast for the year. Another major accomplishment was the near full sell-out of the 369 units of One Legazpi Park, within less than two years from launch in March 2002. The project introduced smaller units while maintaining the same quality finishes of Ayala Land’s traditional larger sized high-end products. Construction is progressing as planned and reached 40% completion by end-2003. Building top-off is expected in July 2004. The Bonifacio Ridge project of Fort Bonifacio Development Corporation, now managed and marketed by Ayala Land, came into the market with its re-launch in Building on its success this year, the Company will be developing the recently acquired 8.5hectare Fort Bonifacio property and other projects in 2004 and the years ahead. RBG Sales Volume RBG continued to be a dominant player in the highend, low-density residential market, through Ferndale Homes and Montgomery Place, both located in Quezon City. Sales rates remained stable in the past year, and the selling process is now at its final stages. Majority of buyers are end-users, rather than investors. Affordable payment terms remained an attraction for these buyers. As of year-end, remaining inventory at the 7.5 hectare Montgomery Place consisted of only 45 out of 270 units. Thirty six lots/units remained unsold at Ferndale Homes, a 25-hectare single-detached cluster housing development. The Company’s leased units also did better than market. Rents across residential condominiums in the Makati area declined by almost 2% compared to 2002. However, rentals at both One Roxas Triangle and The Residences at Greenbelt Townhouses held steady. Twelve Company-owned One Roxas Triangle units remained leased out as of end-2003. Leasing of the 28-unit The Residences at Greenbelt Townhouses, which went into full swing this year, achieved an 86% occupancy rate by year-end. 400 No. of Units Sales at One Roxas Triangle (ORT) were sustained with 16 units sold during the year, bringing aggregate sales to 72% of the project’s 182 units. The 5year, interest-free scheme being offered remains very popular among the buyers. This financing scheme, plus the lease of units at very attractive rates, have earned ORT the distinction of being the best investment alternative in the luxury residential condominium market. 300 382 392 2002 2003 235 200 100 65 43 0 1999 2000 2001 The Residences at Greenbelt Ferndale Homes One Legazpi Park One Roxas Triangle Montgomery Place Others Strong take-up of high-end residential building projects demonstrates the Company’s dominance of the market MCBD Residential Condominium Vacancy Rates in % These results, realized amidst a very dynamic competitive environment, clearly demonstrate Ayala Land’s strong brand equity and continuing product innovation. September. Scheduled delivery by second half of 2004 is a strong competitive advantage in the light of later completion dates of similar projects being presold. By end - 2003, Seventeen Bonifacio Ridge units were taken up since project re-launch. 18 16 14 12 10 8 6 4 2 0 15.9% 12.9% 10.2% 10.1% 99 00 11.6% 01 02 03 * Source: Colliers International Despite continued high vacancy rates in the MCBD, Ayala Land’s residential building projects in Makati experienced brisk take-up RBG Revenues in Php Million The Residential Buildings Group (RBG) concluded 2003 with record breaking sales of 392 units, 3% higher than last year’s level and 67% higher than 2001’s. More than 70% of the volume came from condominium projects at the MCBD, which remained a main attraction for investors and end-users alike. 2000 1500 1000 500 0 1,482 636 1999 1,634 1,891 678 2000 2001 Revenues over the past three years show strong, steady growth 2002 2003 Ayala Land, Inc. 32 Annual Report ‘03 Mass Housing Group Revenues Mass Housing Group 2500 2,041 In 2003, demand for low-end and affordable housing continued to be strong as seen in the substantial increases in Licenses to Sell issued by the Housing and Land Use Regulatory Board. More than half of this demand was in the National Capital Region, Central Luzon and Southern Tagalog regions. Growth was fueled by liberal financing terms both in the commercial and Pag-Ibig sectors, and the newfound speed of the government sector in processing local and national permits. Laguna Properties Holdings, Inc. (LPHI) made its presence felt in these growth regions through the opening of new phases in three ongoing projects in Dasmariñas, Cavite; Antipolo, Rizal; and Sto. Tomas, Batangas; and through its initial venture north of Metro Manila in Cabanatuan, Nueva Ecija. A new product line was introduced in Sucat, Parañaque within the National Capital Region. In addition, customer-friendly financing was emphasized through strengthened tie-up with Pag-ibig. No. of Units Mass Housing Booked Unit Sales* 1600 1400 1200 1000 800 600 400 200 0 1,451 1,121 608 1999 754 2000 806 2001 2002 * Excludes socialized housing units Medium-Rise Residential Building (P900k-P2.2M) Middle-Income House-and-Lot (P2.8M-P4.0M) Affordable House-and-Lot (P750k-P1.8M) Low-Cost House-and-Lot (P400k-P650k) Lots Only (P200k-P2.0M) Unit sales grew nearly 30% year-on-year 2003 As a result of its expanded market presence and intensified sales efforts, LPHI ended 2003 with a sales volume of 1,451 units, 29% higher than 1,121 unit sales booked in 2002. In peso terms, LPHI ended 2003 with revenues of P1.8 billion, up by nearly 30% from previous year. Growth was driven by strong sales experienced in affordable housing, farm and hacienda lots and new projects. Sale of affordable housing totaled 772 units, up by 11% from previous year. The affordable housing line consists of housing units that are priced from P750,000 to P1.8 million, as well as lots with an average selling price of P470,000. This product line represents 53% of LPHI’s total booked sales, making the company the leading affordable housing developer. Growth was driven by sales from three projects: Sta. Catalina Village (Dasmariñas, Cavite), launched in August 2002; San Antonio Heights (Sto. Tomas, Batangas) where new house models priced from P650,000 to P1.2 million were introduced; and Villa Sta. Monica residential lots (Lipa, Batangas). Ninety-five hacienda and farm lots were sold at Hacienda Sta. Monica, LPHI’s first integrated farm lot development in Lipa, Batangas. In peso terms, sales of hacienda and farm lots amounted to P239 million, up by 72% from previous year. With 188 of total 283 lots unsold, expansion of the 95-hectare property is on-going. New projects such as Sta. Arcadia Estates (Cabanatuan, Nueva Ecija) and One Aeropolis (Sucat, Parañaque) continued to enjoy very healthy take up rates. LPHI’s venture in Cabanatuan, Nueva Ecija was favorably received. With only three months of selling, a total of P104 million was generated from the sale of 26 residential lots at Sta. Arcadia Estates and 8 commercial lots at Sta. Arcadia Town Center in 2003. in Php Million 2000 1,591 1500 821 1000 500 - 604 649 1999 2000 2001 2002 2003 Medium-Rise Residential Building (P900k-P2.2M) Middle-Income House-and-Lot (P2.8M-P4.0M) Affordable House-and-Lot (P750k-P1.8M) Low-Cost House-and-Lot (P400k-P650k) Lots Only (P200k-P2.0M) Although the overall market remained soft, mass housing revenues were more than triple 1999 levels In Sucat, Metro Manila, 197 units at One Aeropolis, LPHI’s first residential condominium project, were sold, representing 14% of total LPHI unit sales. The project consists of 12 medium-rise residential buildings with 12 floors, with each building featuring a signature atrium garden capped by translucent skylight roofs. Although the first building will not be completed until December 2004, commitments for 218 out of 240 units were received only six months after its launch in June. Because of strong sales, the second building was opened for sale in November. LPHI expects to do as well, if not better, in 2004 and succeeding years. The growth driver will be its medium density residential building projects providing affordable housing to Metro Manila, where demand is highest. As financing terms became more attractive, more than 50% of LPHI buyers availed of affordable payment schemes. Supplementing these in-house loans were Pag-ibig housing loans which feature reduced interest rates and longer terms. Pag-ibig-financed sales accounted for about 35% of total accounts, up from 13% in 2002, and is expected to grow further. Ayala Land, Inc. 33 Annual Report ‘03 Core Middle-Income Residential Group The condominium segment of the industry was seen to be more active than the lots and house-and-lots sector. In addition, an affordable condominium sub-segment has emerged, with units selling at prices ranging from P1 million to P2.5 million. More than 2,000 units have been sold by the industry within the first half of 2003 alone. With operations starting only in March 2002, Community Innovations, Inc. (CII) has already established a firm foothold in the core-mid residential segment. CII’s maiden project, the Verdana Homes in Bacoor, Cavite near Ayala Alabang, was a remarkable success, experiencing fast take up right after its launch in 2002 and was fully sold by 2003. The project consisted of 468 lots and 88 house-and-lots designed in Californian architecture. Development of the lots and clubhouse amenities has been completed, and turnover to unit owners of Phase 1 has started. The remaining house-and-lot units will be completed by June 2004. CII launched the Verdana Village Center in the third quarter to complete the community offering. Five out of 18 commercial lots put on the market were sold as of year-end. Inquiries are continuously coming in. With the success of its first subdivision project, CII went into condominiums with The Columns at Ayala Avenue. It is a trio of 30-storey buildings, each with 284 units, at the corner of Ayala and Buendia Avenues in Makati. Again, this project is proving to be another remarkable feat, with sales exceeding expectations. The first tower was nearly sold out in four months from soft launch in November 2002. Tower Two was launched soon after and likewise experienced fast sell-out at 71% of its 284 units by year-end. Soft launch of Tower Three followed in late October. With 13% take up by year-end, it is expected to be fully sold out towards the end of the first half of 2004. In February 2004, the first phase of the 60-hectare project sequel to Verdana Homes, will be launched. A total of 416 lots will be offered for sale. The subdivision, located in Biñan, Laguna, just off the Mamplasan interchange, will feature a bigger clubhouse and central park. CII’s organization continues to evolve, with sales reach to be expanded with the establishment of satellite offices in Alabang and in the Bonifacio Global City. Provincial and international sales presence which started in 2003 will be strengthened in 2004. CII 2003 Revenue Breakdown Verdana Village Center 4% Verdana Homes 69% The Columns 27% To be launched within the first quarter is an innovatively-designed residential development on the 8.5-hectare property in Bonifacio Global City through a joint development agreement with the Bases Conversion Development Authority. The project will highlight a design approach which will be the first of its kind in the country. Revenues from Verdana Homes, launched in 2002, accounted for 69% of CII’s revenues in 2003 Aggressive business development activities shall continue within 2004. Several sites are under study for future launches. Core Middle-Income Residential Group Revenues in Php Million Driven by low interest rates and attractive affordable product offerings, the core middleincome (core-mid) residential market remains very strong in Metro Manila and outlying areas, particularly in the Makati-Taguig vicinity. 700 600 500 400 300 200 100 0 681 508 The Columns 2002 2003 The Core Mid Group generated nearly P1.2 billion in revenues after barely two years of operation Tower 1 Tower 2 Tower 3 Launch Date November 2002 March 2003 October 2003 No. of Units 284 284 284 End-2003 Take-up 93% 71% 13% Due to favorable market response, three towers of The Columns were successively launched ahead of schedule Ayala Land, Inc. 34 Annual Report ‘03 Visayas & Mindanao Group Ayala Center Cebu, the centerpiece of the 50hectare Cebu Business Park, performed well. Sales per square meter of building merchants and land lessees grew by 14% and 6%, respectively. Now on its 10th year of operations, the mall, with nearly 80,000 square meters of gross leasable area, remains the main revenue generator for CHI. Year-round occupancy averaged at 97%. Although average daily traffic count decreased by 3% to about 62,000 due to security concerns that prevailed nationwide during certain periods of the year, purchase amount per shopper improved by 10%, strengthening the mall’s position as the preferred destination for shopping, dining and entertainment. Continuous evaluation of existing merchants resulted in the replacement of low-performing outlets and the introduction of new marketdriven concepts. Almost twenty new outlets opened in the past year. New and improved amenities, such as a renovated cinema, a new foodcourt, and an enhanced outdoor lagoon area, have been lined up for 2004. Demand for club shares, considered as luxury products, was soft. Despite the availability of City Sports Club Cebu shares in the secondary market and entry of new projects, share prices were maintained at 2002 levels. Aggressive marketing initiatives resulted in the sale of 47 shares in 2003. The entry of IT-enabled firms to Cebu boosted the positioning of Asiatown IT Park, the flagship project of CPVDC. E-offices at the 24-hectare Asiatown IT Park successfully addressed the demand for office space from IT-enabled locators who opted for leasing arrangements. Approximately 11,130 square meters. of E-office space have been leased out or committed to five locator-companies. The lease contracts with three of these, namely, People Support, Epson and NCR, were executed in 2003. In addition, two lots with a total area of 1,760 square meters were sold in December. This was the result of efforts to match property investors with prospective locators. Lot owners are presented with opportunities to provide e-office buildings and satisfy a growing demand from IT companies interested in locating at Asiatown. More e-office buildings are expected to be built in the coming months for other companies who have either reserved or have firmly signified interest to locate at Asiatown. Plantazionne Verdana Homes, launched only in October 2002, has gained a foothold in the middle-income lot market in Bacolod City. Plantazionne Verdana Homes is a residential subdivision offering cluster lots with a resort ambiance and a total area of about 21 hectares. Phase 1 consists of 159 lots or an area of about 6 hectares. As a result of an intensive marketing and sales campaign, takeup as of year-end reached to 113 lots or 71% of total. Of these, 76 were realized in 2003, the weak market notwithstanding. Ayala Northpoint, now on its 5th year, has firmly established itself as the premiere residential address in Negros. This 122hectare property has been planned following the village concept with a central core housing retail establishments, a civic center and a school. Thirty three lots were sold in 2003, bringing take-up to 62% of total 416 lots comprising Phases 1 and 2. The village now has 11 houses while 9 are under construction. Ayala Center Cebu Sales in Php Million Company investments in Cebu are through Cebu Holdings, Inc. (CHI), a 47%-owned affiliate, and Cebu Properties Ventures and Development Corporation (CPVDC), 76%owned by CHI. The Cebu Business Park saw renewed interest from Cebu-based businessmen looking for new investment and expansion area. One lot with an area of 4,800 square meters was sold, with only 12 remaining lots unsold at year-end. The business park todate remains the only masterplanned location in Cebu that integrates business, commercial, recreational, entertainment and high-rise residential components. 8000 6000 4000 2,847 2000 0 1999 3,293 3,610 3,877 2000 2001 2002 4,146 2003 Sales at Ayala Center Cebu, now on its 10th year of operation, remain healthy Ayala Northpoint & Plantazionne Verdana Homes No. of Lots As in the previous year, the real estate market in the Visayas and Mindanao regions, faced with weak demand, remained competitive in 2003. The Company’s Cebu-based business unit, which handles all market segments in these regions, however, continued to pursue available growth opportunities in Bacolod and Cebu. 120 100 80 60 40 20 0 35 76 26 69 47 43 33 1999 2000 2001 2002 2003 Ayala Northpoint Plantazionne Verdana Homes Combined residential lot sales at Ayala Northpoint and Plantazionne Verdana Homes was up by 40% in 2003 Ayala Land, Inc. 35 Annual Report ‘03 Fort Bonifacio Development Corporation In April, Ayala Land, through a joint venture with Evergreen Holdings, Inc., a Philippine corporation owned and controlled by the shareholders of United Laboratories, Inc., completed the acquisition, through Columbus Holdings, Inc., of 50.38% of the total outstanding capital stock of Bonifacio Land Corporation from Metro Pacific Corporation. Bonifacio Land owns 55% of Fort Bonifacio Development Corporation (FBDC) which then owned approximately 55 hectares of semi-developed land in the Bonifacio Global City, a modern and fully-masterplanned business district only minutes away from Makati and the airport. FBDC has been under new management since the acquisition. Ayala Land lends its real estate experience to FBDC and takes the lead in managing its commercial operations and marketing of projects. Evergreen Holdings provides its expertise in overseeing the financial group. Financial Highlights. FBDC’s initial goal is to achieve financial stability by reducing debt and overhead expenses, which FBDC began to significantly achieve in 2003. condominium sales accounted for P340 million. Leases generated P170 million in revenues. Total cash from operations generated during the year amounted to P223.5 million. Land Sales. FBDC’s main strategy is to hold on to the most prime areas for future appreciation, and aggressively sell its other lots on the fringes of the Global City to generate cash and partly reduce debt. Land sales generated a total of P678 million in revenues in 2003. McKinley Business Park, a 2hectare property at the South District of the Global City, was launched in September 2003. All 17 lots averaging 1,132 square meters were taken up within 3 weeks. A 1,747-square meter lot in E-Square was also sold in June. Plans for the rehabilitation of The Fort as well as the parking areas, are underway. Planning is also ongoing for a sports retail development at the City Center to complement the surrounding sports facilities, construction of which will commence in 2004. Residential Buildings. Bonifacio Ridge, FBDC’s sole residential building project, was re-launched in September 2003. The building is comprised of 288 2-bedroom units, each with an average area of 113 square meters. Completion was at 85% as of end-2003. The building is expected to be completed by the fourth quarter of 2004. A total of 167 units have been taken up as of end-2003. Land Leases. FBDC currently leases a total of 6.8 hectares of land to various lessees, including Price Smart, as well as MC Home Depot which held its formal opening in September 2003. Lessees which began construction in 2003 include the Car Plaza, Sports Kamp, Fort Strip and The Forum. The City Center, considered the most prime area of the Global City, will be held for future appreciation. In the interim, the land will be leased out for a period ranging from 5 to 20 years to provide recurring income as well as generate activity in the Global City. Debt restructuring activities were undertaken, resulting in the stretching out of the loan maturities and a reduction of borrowing cost from about 14.3% as of end-2002 to 12.7% as of end-2003. Excluding financing for the Bonifacio Ridge project, bank debt was reduced by P26.7 million by end-2003. Building Leases. FBDC increased its total retail leasable space to 5,446 square meters with the expansion of the Bonifacio Stop-over in 2003. Rentals from The Fort and Bonifacio Stop-over amounted to P43.4 million in 2003, 62% higher than that in the previous year. Consolidated revenues of FBDC in 2003 was P1.3 billion. Land sales contributed P678 million or 53% of the total revenues, while Office leases at Bonifacio Technology Center generated P55.4 million in 2003, which is 63% higher than the 2002 level. FBDC 2003 Revenues Condominium Sales 27% Land Sales 53% Leases 13% Others 7% Land sales, derived mostly from McKinley Business Park, generated half of total revenues Ayala Land, Inc. 36 Annual Report ‘03 Other Business Interests Construction Opportunities in the construction sector continued to be limited. While there were a number of new developments undertaken by the private sector, the rising costs of steel and steel-based products, as well as the peso’s depreciation, capped construction activities. Meanwhile, the government’s ability to pumpprime public infrastructure projects was restricted by the budget deficit. The lack of counterpart funds to foreign-assisted projects led the government to re-prioritize its infrastructure projects. Makati Development Corporation (MDC), being the construction arm of Ayala Land and its subsidiaries, was able to maintain a relatively full work load as Ayala Land continued to introduce new projects, both in the high-end and middle-income segments. Although MDC had business with third-party clients, as much as 79% of MDC’s revenues was generated from Ayala Land-related projects. MDC, however, actively participates in project biddings being conducted by external clients, both private and public, to beef up third-party revenue contribution. While MDC’s focus and expertise has been on horizontal land development projects, the company is gearing up for its plan to actively engage in building construction projects to better support Ayala Land and its subsidiaries, and tap opportunities in the market. The Columns, a three-tower residential condominium project of Community Innovations, serves as MDC’s initial venture into high-rise building construction. To ensure world-class quality, customer satisfaction and competitiveness in its construction undertakings, MDC pursued and got certified for ISO 9001:2001 (Quality Management), ISO 14001:1996 (Environment Management), and OHSAS 18001: 1999 (Occupational Health and Safety Management System). The integrated certification is the first in the local construction industry. Hotels In the first half of 2003, the hotel sector was set back by the SARS scare which saw a substantial drop in tourist and visitor arrivals. Demand was significantly reduced as seen in the lower occupancy rates. This, coupled with the continued pressure on room rates due to the unyielding rate war among the hotels in Makati, resulted in reduced hotel revenues. Within the MCBD, occupancy rates among the deluxe hotels and serviced apartments averaged at 63%, lower than 66% average in 2002. Room rates averaged at P3,616 per night, a slight decline from previous year’s rate of P3,633. Meanwhile, Cebu City Marriott Hotel performed favorably, benefiting from a pick up in room bookings from local clients, as well as the closure of one of the major hotels in the city. Marriott’s average occupancy rate of 76% in 2003 exceeded previous year’s average of 65% while its average room rate of P1,860 per night was 7% higher than the 2002 level. In the year ahead, AHI will focus on securing healthy occupancy levels for its properties through active solicitation of new corporate and retail accounts, while maintaining strong loyalty among its existing clients. In addition, AHI will ensure that its hotels and serviced apartments will command profitable but competitive room rates. Property Management Ayala Hotels, Inc.’s (AHI) Makati properties were not spared by the industry-wide reduction in occupancy and room rates. Fortunately, occupancy rates of AHI’s hotels and serviced apartments held on at above-market levels. Hotel InterContinental Manila registered an average room rate of P3,170 per night in 2003, 2% lower than previous year’s level while occupancy rates averaged at 66%, down from 2002 level of 75%. Oakwood Premier Ayala Center’s average room rate of P4,917 per night slightly declined from the 2002 average of P4,943 while its average occupancy level of 69% was lower compared to previous year’s 75%. Ayala Property Management Corporation (APMC) continued to expand the coverage of its services, both for Ayala Land and external clients. APMC secured the management contract for new Ayala Land-related properties including the Bonifacio Ridge, the new Ayala Museum and the upcoming e-services office building in Makati. Outside Ayala Land, APMC secured new deals with utility companies, Manila Water and Bayantel. Intensified security measures in the APMCmanaged properties remained a priority given heightened security threats. Partly instrumental in enabling Ayala Land Hotel Occupancy Rates Hotel InterContinental Manila Oakwood Premier Ayala Center Cebu City Marriott Hotel MCBD Hotel Market Cebu Hotel Market No. of Rooms 338 306 303 2003 Occupancy 66% 69% 76% 63% 66% The Company’s hotel properties continued to do better than market in terms of occupancy Ayala Land, Inc. properties to command premium pricing over competition has been the high-quality property maintenance which APMC attains through continuous improvement in its services, facilities and systems. Looking ahead, APMC intends to intensify its leasing/brokering service for residential condominiums while it offers premises management to tenants. It will also pursue new opportunities by offering parking management services to hotels, hospitals and other properties and by exploring possible projects with other utility companies. The Company’s entry into this new business is consistent with Ayala Land’s continuing diversification moves. LLCG aims to provide new venues for individuals and families who seek to cultivate healthier lifestyles. After a year of intensive site selection, LLCG is in the process of finalizing plans for its maiden projects targeted for launch in 2004 and 2005. Annual Report ‘03 Key Corporate Initiatives In the past year, Ayala Land vigorously pursued initiatives to rationalize its asset portfolio and to improve return on assets. Ayala Land will continue to prioritize the no recourse sale of its receivables, drawing on its financial wherewithal to patiently and satisfactorily season its accounts in-house. Sale of Receivables Asset Disposition As of December 30, 2003, total consolidated inhouse receivables amounted to P5.79 billion. Buyer loans of Ayala Land accounted for P3.28 billion or 57% of the total. In-house sales receivables of LPHI and CII amounted to P1.95 billion (34%) and P558 million (9%), respectively. ALI has carved out certain non-core assets in its balance sheet for disposition. Asset Rationalization Leisure and Lifestyle Communities With the growing demand for products and services offering leisure, relaxation and physical wellness, the Leisure and Lifestyle Communities Group (LLCG), one of Ayala Land’s newest business units, actively identified new ventures that will address this demand. 37 The Company continued to sell its seasoned installment receivables, allowing it to liquefy its receivables and, more importantly, offload the credit risk. In 2003, a total of P820 million in receivables were sold, P554 million of which were sold by Ayala Land on a no recourse basis. For LPHI, total sale of receivables amounted to P266 million in 2003, P117 million of which represents accounts which migrated from in-house to bank / Pag-ibig financing. These sales were covered by in-house receivable financing lines negotiated with banks amounting to P3.7 billion, consisting of P2.5 billion for Ayala Land, P0.7 billion for LPHI and P0.5 million for CII. The favorable terms that were obtained from the purchasing banks largely recognized the company’s tight credit origination and judicious accounts management processes. These include real estate properties which form part of the Company’s nearly 3,700-hectare landbank and are carried in the books at original acquisition cost. For 2003, the Company generated about P1.0 billion from the sale of non-core assets and investments. These include two gas station sites in the MCBD, developed lots at Madrigal Business Park and two Boracay properties covering 80 hectares. Landbank (As of End-2003) 3,677 Hectares Visayas/ Mindanao Area 11% Other Luzon Area 2% Calabarzon 76% Metro Manila 11% Receivables sales will accelerate in the coming years when installment receivables of residential building projects, such as One Legazpi Park, Montgomery Place and Ferndale Homes, which comprise the bulk of Ayala Land receivables, shall have complied with the prescribed seasoning criterion for physical accomplishment. The 3,677-hectare landbank includes 383 hectares in Metro Manila and the remaining 2,300 hectares comprising Ayala South 38 Ayala Land, Inc. Annual Report ‘03 Increased Dividend Payout The Company continued to increase dividend yield to shareholders to reduce its equity base to an optimal level and, ultimately, lead to higher return on capital employed and increased value to shareholders. The Company’s improved cash flow arising primarily from the sale of receivables and noncore assets, cash dividends from subsidiaries and higher cash flow from operations, enabled Ayala Land to pay special cash dividends amounting to P2.78 billion or P0.26/share in October. Future special dividend distributions are planned depending on the availability of cash, taking into account project requirements as well as the progress of the Company’s asset rationalization program. Sales and Marketing Services Overall real estate sales was dampened by the continued erosion in investor confidence due to prevailing political and economic uncertainties. Even under an extremely difficult operating environment, the Company’s ability to market its products remains strong. successfully aligned with all-out efforts to market high-end residential and commercial lots, as well as building units. SMSG’s sales volume of 695 units was 3% higher than the 2002 level, and represents an all-time high since 1996. Favorable sales performance is attributable to two factors. First is the steady stream of product offerings, representing the best the marketplace had to offer. Tamarind Cove and The Residences at Greenbelt, launched in the first half of the year, were very well Sustained sales and marketing activities, received. In response to market demand, new phases including themed open-houses, on-site and at existing developments were opened for sale. off-site cocktails, generated a healthy pool of reservations during the year. As a result of Significantly increasing sales was a strengthened heightened market awareness, The Residences and optimized sales structure consisting of Ayala at Greenbelt saw strong sales immediately Land Sales, Inc. (ALSI), an in-house, commissionafter the launch in June. based brokerage group formed in 2002 to focus on the company’s high-end subdivision and building Aggressive promos, including upgrading of projects; accredited third party brokers; and Ayala selected units, were implemented to sell out Land’s business development executives. the remaining units at One Legazpi Park, Montgomery Place and Ferndale Homes. As a ALSI generated P3.0 billion in sales, substantially up result, the remaining 100 units at One Legazpi from the P1.3 billion in sales generated during its Park at the end of 2002 were nearly sold out initial 10-month operations in 2002. by end-2003. The sales and distribution channels of the Sales and Marketing Services Group (SMSG) were SMSG Sales Volume 800 672 No. of Units 600 400 129 200 695 458 368 323 325 1998 1999 209 0 1996 1997 2000 Residential Lots Residential Condo/Townhouse Units Office Lots/Units SMSG’s sales volume at an all-time high since 1996 2001 The business generated by accredited third party brokers likewise strengthened and amounted to P2.8 billion in 2003, representing a growth of 20%. This growth largely stems from the focus placed by the business development executives on helping ALSI and third party brokers develop their business through individualized goal setting, marketing support planning, intensified product knowledge training, and regular business consultations and reviews. 2002 2003 The Company also took on the projects of Fort Bonifacio Development Corporation. Sales take-up was brisk at the McKinley Business Park, with the full sell-out of the 17 commercial lots. Bonifacio Ridge condominium was re-launched last September and marketed with an assurance of Ayala quality and on-time delivery. Internal systems were developed to cope with the increased volumes. These include an SMS-based and soon to be web-based online reservation system and an automated sales document tracking system. Ayala Land, Inc. Buyer Financing Cost Management Affordability continues to be the driving force in the formulation of payment schemes developed by the Company’s Buyer Financing Division (BFD) in close consultation with the Sales and Marketing Services Group and the Strategic Business Units. Faced with a tough market in 2003, Ayala Land continued to be diligent in managing cost and improving profitability. These payment schemes focus on allowing buyers more time to build up their equity base prior to their takeout by mortgage banks. Downpayment is lower compared to banks’ typical requirement of at least 30% equity upfront. Maximum term of the loan is 10 years. Buyer financing tie-ups with partner mortgage banks have been made to give the best real estate value at least financing cost to buyers. As of end-2003, about 45% of the Company’s high-end sales were financed in-house, most of which were for residential buildings marketed on a pre-selling basis. Higher availments were experienced at LPHI, where 50% of their mass housing buyers availed of in-house financing. An increasing number of buyers availed of Pag-ibig housing loans with a term of 20 to 30 years and interest rates below bank rates. Sales financed through Pag-ibig housing loans accounted for 35% of LPHI’s unit sales in 2003, higher than previous year’s 13%. These in-house accounts are managed and monitored closely by the BFD to allow the Company to immediately sell the accounts to banks as soon as they are seasoned. Materials Management The consolidation of cement and rebar requirements of different units and supply agreements with a price ceiling provision with large cement suppliers reduced costs significantly. Similarly, system contract agreements with suppliers for maintenance, repair and office supply items subject of year-round repeat orders enabled the Company to enjoy volume discounts and savings in administrative costs. E-bidding, though business-to-business solutions service provider, BayanTrade, was successfully institutionalized in the Company’s procurement process. E-bidding has since been rolled-out to Ayala Land subsidiaries, namely Makati Development Corporation and Laguna Properties Holdings, Inc. In 2003, e-bid volume amounted to over P1.8 billion, generating savings of P330 million by year-end. Construction Management An average of 3% to 6% savings on construction cost was realized in 2003 across the different highend product lines due to proper planning, research and development, and cost reduction initiatives. Cost reduction initiatives involved the practice of marketdriven, design-to-cost process and value engineering in the areas of design efficiency and material selection. These initiatives were institutionalized across all operating units by way of Ayala Land’s ISO9002certified Quality Management System which ensures that learnings and good practices are disseminated throughout the company. An R&D unit is being 39 Annual Report ‘03 created within the Construction Management Group to sustain improvements in technical product development and cost reduction. Cost structure improvement was particularly important for LPHI to ensure its competitiveness in the price-sensitive mass housing market. More cost efficient supply and production systems were put in place to deal with increased costs arising from increased dispersal of projects through several locations in Luzon. LPHI aggressively pushed for the standardization of house components and work processes for increased efficiency and lower cost. LPHI also began to involve itself in the supply chain, specially for materials critical to its building systems, such as the structural steel framing system for PHENIX. Complementing cost reduction measures were research and development on new design schemes, use of better material specifications and adoption of its TEX and PHENIX building components. These building components serve as more efficient cladding and partitioning materials, significantly increasing usage in multi-rise condominiums, as well as traditional residential units. These initiatives, coupled with the aggressive implementation of e-procurement and contract volume award, enabled LPHI to meet its construction budget, specifically in the affordable product line, and to maintain selling prices in 2003. Ayala Land, Inc. 40 Annual Report ‘03 3 4 1. Ayala Hillside Estates 2. Ayala Westgrove Heights 3 & 4. Greenbelt 3 5. Glorietta 2 Restaurant Row 1 2 5 > Ayala Land, Inc. 41 Annual Report ‘03 Ayala Land, Inc. 42 Annual Report ‘03 Ayala Land, Inc. 43 5 6 7 1. The Residences at Greenbelt Laguna Tower 2. Montgomery Place 3. Riego de Dios Village 4. & 5. One Aeropolis 6. The Columns 7. Bonifacio Ridge < 1 2 3 4 Annual Report ‘03 BOARD OF DIRECTORS 1. Fernando Zobel de Ayala, Chairman of the Board 2. Francisco H. Licuanan III, President 3. Jaime Augusto Zobel de Ayala II, Vice Chairman 1 2 3 4 5 9 4. Aurelio R. Montinola III 5. Ramon R. del Rosario, Jr. 6. Delfin L. Lazaro 7. Nieves R. Confesor 8. Leandro Y. Locsin, Jr. 9. Mercedita S. Nolledo, Executive Vice President, Corporate Secretary and Treasurer 6 8 7 MANAGEMENT COMMITTEE 1. Francisco H. Licuanan III, President 2. Vincent Y. Tan, Executive Vice President 4 3. Mercedita S. Nolledo, Executive Vice President, 5 Corporate Secretary and Treasurer 4. Manuel J. Colayco, Jr., SVP, Head - Mass Housing Group 6 Miriam O. Katigbak, SVP, Head - Commercial Centers Group Angela dV. Lacson, SVP, Head - Residential Buildings Group and Core Middle-Income Residential Group 5. Jaime E. Ysmael, SVP, Chief Finance Officer Tristan B. de la Rosa, SVP, Head - Land and Community Development Group and Sales and Marketing Services Group 6. Emilio J. Tumbocon, VP, Head - Construction Management Group Ma. Victoria E. Añonuevo, VP, Head - Corporate Business Group and Leisure and Lifestyle Communities Group Jose Rene D. Almendras, VP, Head - Visayas-Mindanao Group 3 2 1 Ayala Land, Inc. 47 Annual Report ‘03 AYALA LAND, INC. OFFICERS President Francisco H. Licuanan III Executive Vice Presidents Mercedita S. Nolledo Vincent Y. Tan Senior Vice Presidents Manuel J. Colayco, Jr. Miriam O. Katigbak Angela dV. Lacson Emmanuel R. Nisperos Tristan B. de la Rosa Jaime E. Ysmael Vice Presidents Jose Rene D. Almendras Ma. Victoria E. Añonuevo Marcelo M. Casillan, Jr. Arturo G. Corpuz Raul M. Irlanda Ma. Cynthia H. Poblador Eliezer C. Tanlapco Emilio J. Tumbocon *As of December 31, 2003 Assistant Vice Presidents Ruel C. Bautista Dinna G. Bayangos Aniceto V. Bisnar, Jr. Roberto A. Chan Maria Corazon G. Dizon Bernard Vincent O. Dy Vernon A. Gamboa Segundina J. Laurel Helen Grace T. Lazo Michael Alexis C. Legaspi Joselito N. Luna Estrella E. Mariano Joseph V. Mendoza Francis O. Monera Rowena M. Nazareth Rodelito J. Ocampo Ma. Teresa S. Palma David L. Rafael Ruperto G. Rodriguez Ma. Carmen M. Rosal Juanito P. Rosales Teodoro B. San Juan Rowena M. Tomeldan Senior Division Managers Dante M. Abando Leovigildo D. Abot Ma. Cristina G. Angan Steven J. Dy Ramoncito J. Gabriel Catherine A. Ilagan Cesar Jose C. Jesena Jose Ma. D. Lopez Ramel R. Mella Thomas F. Mirasol Rosaleo M. Montenegro Francisco Ma. D. Roxas Pierangeli T. Sulit Roberto P. Tagamolila Sheila Marie U. Tan Zosimo G. Tayaban Jonathan E. Umali Division Managers Rosabella S. Abella Joselito V. Abrogar Tetta Baad Gilbert Enrique M. Berba Cristina C. Comia Melito A. Cruz Rowena Paz S. Cruz Wenceslao A. Cruz, Jr. Ma. Cristina D. Esguerra Berni C. Espiritu Myrna Lynne C. Fernandez Josue A. Ferrer Wilbert M. Haduca Javier D. Hernandez Yolanda F. Ibarle Ma. Carmela K. Ignacio Jose Emmanuel H. Jalandoni Jose Juan Z. Jugo Christopher B. Maglanoc Roberto S. Marquez, Jr. Ma. Fatima C. Mijares Mario C. Monsalve Rafael Ramon L. Prats, Jr. Christine Y. Reyes Angelica L. Salvador Salvador C. Tan Laurence John I. Visco Ma. Katrina M. Yatco Eliseo P. Cardenas (consultant) Ayala Land, Inc. 48 Annual Report ‘03 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, 2003 and 2002, 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, 2003. The consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the Philippines and reflect amounts that are based on the best estimates and informed judgement 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. The management likewise discloses to the Company’s audit committee and its external auditor: (i) all significant deficiencies in the design or operation of internal controls that could adversely affect its ability to record, process, and report financial data; (ii) material weaknesses in the internal controls; and (iii) any fraud that involves management or other employees who exercise significant roles in internal controls. The Board of Directors reviews the consolidated financial statements before such statements are approved and submitted to the stockholders of the Company. SyCip Gorres Velayo & Co., the independent auditors appointed by the stockholders, has examined the consolidated financial statements of the Company and its subsidiaries in accordance with generally accepted auditing standards in the Philippines and has expressed their opinion on the fairness of presentation upon completion of such examination, in their report to the Board of Directors and stockholders. FERNANDO ZOBEL DE AYALA Chairman FRANCISCO H. LICUANAN III President JAIME E. YSMAEL Chief Finance Officer Ayala Land, Inc. 49 Annual Report ‘03 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, 2003 and 2002, 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, 2003. 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 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, 2003 and 2002, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2003 in conformity with accounting principles generally accepted in the Philippines. PTR No. 7012968 January 5, 2004 Makati City February 3, 2004 50 AYALA LAND, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Amounts in Thousands) December 31 ASSETS Current Assets Cash and cash equivalents (Note 3) Accounts and notes receivable - net (Notes 4, 8 and 13) Subdivision land for sale Condominium and residential units for sale Other current assets (Note 12) Total Current Assets Noncurrent Assets Noncurrent accounts and notes receivable (Notes 4 and 13) Land and improvements (Note 8) Investments - net (Notes 5, 8, 10 and 20) Property and equipment - net (Note 6) Other assets (Note 12) Total Noncurrent Assets LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities Accounts payable and accrued expenses (Note 7) Short-term debt (Note 8) Income tax payable Current portion of: Long-term debt (Note 8) Estimated liability for land and property development Other current liabilities (Note 12) Total Current Liabilities Noncurrent Liabilities Long-term debt - net of current portion (Note 8) Noncurrent liabilities and deposits (Notes 9 and 12) Estimated liability for land and property development net of current portion Total Noncurrent Liabilities Total Liabilities Minority Interest in Consolidated Subsidiaries Stockholders’ Equity (Note 10) See accompanying Notes to Consolidated Financial Statements. 2003 2002 (As Restated) =4,854,920 P 4,506,321 3,884,117 3,263,767 994,604 17,503,729 = P 5,713,495 3,953,451 3,779,670 2,697,297 758,775 16,902,688 5,458,708 19,065,290 22,712,299 1,514,522 757,504 49,508,323 =67,012,052 P 4,035,244 19,712,712 18,834,031 1,494,390 788,151 44,864,528 = P 61,767,216 =4,023,475 P 1,457,000 112,507 = P 3,792,662 1,942,000 538,681 1,335,995 2,445,702 458,107 9,832,786 309,884 1,427,642 431,703 8,442,572 11,588,299 3,246,497 8,622,614 2,886,994 1,228,484 16,063,280 25,896,066 5,842,715 35,273,271 =67,012,052 P 731,546 12,241,154 20,683,726 5,676,489 35,407,001 = P 61,767,216 51 AYALA LAND, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Amounts in Thousands, Except Earnings Per Share) Years Ended December 31 2002 2001 2003 (As Restated) (As Restated) REVENUE Real estate (Note 13) Hotel operations Equity in net earnings of investees, interest, fees, investment and other income (Notes 5 and 13) COSTS AND EXPENSES Real estate (Notes 11 and 13) Hotel operations (Note 11) General and administrative expenses (Notes 11 and 14) Interest and other charges (Note 8) Provision for income tax (Note 12) INCOME BEFORE NET EARNINGS (LOSS) APPLICABLE TO MINORITY INTEREST NET EARNINGS (LOSS) APPLICABLE TO MINORITY INTEREST NET INCOME Earnings Per Share (Note 15) See accompanying Notes to Consolidated Financial Statements. =11,602,680 P 1,282,325 = P 9,860,057 1,308,957 = P 9,104,315 1,320,417 1,738,927 14,623,932 1,045,119 12,214,133 1,243,986 11,668,718 6,910,722 1,068,433 1,540,510 1,517,493 793,102 11,830,260 5,458,797 1,080,195 1,313,540 695,130 1,125,278 9,672,940 5,616,815 1,055,530 1,044,054 783,524 919,320 9,419,243 2,793,672 2,541,193 2,249,475 84,517 22,678 (28,861) =2,709,155 P = P 2,518,515 = P 2,278,336 =0.25 P = P 0.24 = P 0.21 52 AYALA LAND, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Amounts in Thousands, Except Par Value and Cash Dividends Per Share) 2003 CAPITAL STOCK - = P 1 par value (Note 10) Issued Balance at beginning of year Issuance of shares Balance at end of year Subscribed (Notes 10 and 16) Balance at beginning of year Issuance of shares Stock options exercised Balance at end of year ADDITIONAL PAID-IN CAPITAL (Note 16) Balance at beginning of year Issuance of shares Stock options exercised (cancelled) Balance at end of year SUBSCRIPTIONS RECEIVABLE (Note 16) Balance at beginning of year Stock options exercised Balance at end of year RETAINED EARNINGS (Note 10) Appropriated for future expansion Unappropriated: Balance at beginning of year, as previously stated Effect of change in accounting for preoperating expenses (Note 2) Balance at beginning of year, as restated Cash dividends – P =0.32 per share in 2003, P =0.21 per share in 2002 and = P 0.06 per share in 2001 Net income Balance at end of year TREASURY STOCK (Note 10) See accompanying Notes to Consolidated Financial Statements. Years Ended December 31 2002 2001 =10,684,360 P 68,923 10,753,283 = P 10,684,310 50 10,684,360 = P 10,684,075 235 10,684,310 9,361 (7,951) 7,837 9,247 9,022 (50) 389 9,361 9,046 (235) 211 9,022 3,018,990 468,975 38,256 3,526,221 3,013,769 – 5,221 3,018,990 3,063,340 – (49,571) 3,013,769 (16,587) 6,616 (9,971) 14,278,780 (22,266) 5,679 (16,587) 13,696,124 (56,494) 34,228 (22,266) 13,684,835 6,000,000 6,000,000 6,000,000 15,780,253 15,505,985 13,860,295 (68,819) 15,711,434 (67,805) 15,438,180 (58,858) 13,801,437 (3,425,541) 2,709,155 14,995,048 20,995,048 (2,245,261) 2,518,515 15,711,434 21,711,434 (641,593) 2,278,336 15,438,180 21,438,180 (557) =35,273,271 P (557) = P 35,407,001 (557) = P 35,122,458 53 AYALA LAND, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOW (Amounts in Thousands) Years Ended December 31 2002 2001 2003 (As Restated) (As Restated) 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: Interest expense - net of amount capitalized Depreciation and amortization Dividends received from investee Provision for doubtful accounts Interest income Equity in net earnings of investees Operating income before changes in working capital Decrease (increase) in: Accounts and notes receivable - trade Subdivision land for sale Condominium and residential units for sale Other current assets Increase (decrease) in: Accounts payable and accrued expenses Other current liabilities Estimated liability for land and property development Cash generated from operations Interest received Income tax paid Interest paid - net of amount capitalized Net cash provided by operating activities CASH FLOWS FROM INVESTING ACTIVITIES Net additions to: Land and improvements Investments Property and equipment Decrease (increase) in: Accounts and notes receivable - nontrade Other assets Net cash used in investing activities (Forward) =3,586,774 P = P 3,666,471 = P 3,168,795 878,939 801,677 18,460 12,210 (535,830) (128,417) 4,633,813 685,085 810,303 10,500 37,003 (696,926) (37,195) 4,475,241 542,465 731,954 14,000 23,543 (626,618) (42,916) 3,811,223 (1,302,371) (104,447) 229,843 (98,737) (1,788,714) 406,244 1,728,329 73,903 (333,343) 118,447 652,954 181,353 243,016 25,559 1,514,998 5,141,674 349,674 (1,328,544) (893,205) 3,269,599 (1,067,411) 5 656,338 4,483,935 390,461 (911,576) (643,763) 3,319,057 340,666 (175,036) (116,982) 4,479,282 489,788 (851,879) (575,196) 3,541,995 (148,891) (3,729,579) (299,850) (23,179) (2,121,065) (376,602) (301,666) (1,743,552) (232,538) (500,017) 16,050 (4,662,287) 386,227 107,859 (2,026,760) 266,160 (206,415) (2,218,011) 54 Years Ended December 31 2002 2001 2003 (As Restated) (As Restated) CASH FLOWS FROM FINANCING ACTIVITIES Net proceeds from (payments of): Short-term debt Long-term debt Increase (decrease) in: Noncurrent liabilities and deposits Minority interest in consolidated subsidiaries Proceeds from issuance of capital stock (cancellation of subscriptions) Dividends paid Net cash provided by (used in) financing activities NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (P =485,000) 3,991,796 = P 1,182,000 (1,227,530) = P 527,000 2,080,390 318,780 81,709 50,306 (3,423,478) 534,113 86,158 (122,804) 11,289 (2,245,246) (2,316,133) (251,179) (395,072) (15,131) (641,590) 1,304,418 (858,575) (1,023,836) 2,628,402 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 5,713,495 6,737,331 4,108,929 CASH AND CASH EQUIVALENTS AT END OF YEAR =4,854,920 P = P 5,713,495 = P 6,737,331 See accompanying Notes to Consolidated Financial Statements. 55 AYALA LAND, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Corporate Information Ayala Land, Inc. (the Company) is incorporated in the Republic of the Philippines. The Company’s registered office and its principal place of business is at Tower One, Ayala Triangle, Ayala Avenue, Makati City. The Company’s parent is Ayala Corporation (AC). The Company is incorporated to hold, develop, manage, administer, sell, convey, encumber, purchase, acquire, rent or otherwise deal in and dispose of, for itself or for others, residential including, but not limited to, all kinds of housing projects, commercial, industrial, urban or other kinds of real property; to acquire, purchase, hold, manage, develop and sell subdivision lots, with or 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 persons; and, to engage or act as real estate broker. The number of employees of the Company and its subsidiaries averaged 1,488 in 2003 and 1,491 in 2002. The consolidated financial statements of Ayala Land, Inc. and Subsidiaries for the year ended December 31, 2003 were authorized for issue by the Audit Committee and Executive Committee on February 3, 2004. 2. Summary of Significant Accounting Policies Basis of Preparation The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the Philippines using the historical cost basis. Adoption of New Accounting Standards On January 1, 2003, the Company and its subsidiaries adopted the following accounting standards: • Statement of Financial Accounting Standards (SFAS) 38/International Accounting Standard (IAS) 38, Intangible Assets, establishes the criteria for the recognition and measurement of intangible assets. It also requires that expenditures on research, start-up, training, advertising and relocation be expensed as incurred. Accordingly, certain subsidiaries changed their method of accounting for preoperating expenses and reversed their unamortized preoperating expenses to conform to the standard. Previously, such expenses were deferred and amortized. The change in accounting for preoperating expenses was accounted for retroactively and comparative statements for 2002 and 2001 have been restated. The change decreased net income in 2002 and 2001 by P =1.0 million and = P 8.9 million, respectively. Retained earnings as of January 1, 2003, 2002 and 2001 has been reduced by P =68.8 million, = P 67.8 million and P =58.9 million, respectively. • SFAS 22/IAS 22, Business Combinations, requires that an acquisition where an acquirer can be identified should be accounted for by the purchase method. Any goodwill arising from the acquisition should be amortized generally over 20 years. Adoption of this standard has no effect on the Company and its subsidiaries’ goodwill amortization since existing goodwill is amortized over a ten-year period. In addition, under SFAS 22/IAS 22, any negative goodwill arising from a business acquisition should be accounted for as follows: • • The portion of the negative goodwill that relates to expected future losses and expenses that are identified in the acquirer’s plan for the acquisition should be recognized as income when the future losses and expenses are recognized. To the extent that negative goodwill does not relate to expected future losses and expenses: Negative goodwill not exceeding the fair values of acquired nonmonetary assets should be recognized as income over the remaining weighted average useful life of the identifiable acquired depreciable/amortizable assets; and Negative goodwill in excess of the fair values of acquired identifiable nonmonetary assets should be recognized as income immediately. 56 The acquisition of Bonifacio Land Corporation (BLC) shares (see Note 5) has been accounted for using the purchase method. The negative goodwill arising from the acquisition has been accounted for in accordance with SFAS 22/IAS 22 and will be recognized as income as the underlying lots are sold. • SFAS 37/IAS 37, Provisions, Contingent Liabilities and Contingent Assets, provides the criteria for the recognition and bases for measurement of provisions, contingent liabilities and contingent assets. Adoption of the standard has no effect on the consolidated financial statements. • SFAS 10/IAS 10, Events After the Balance Sheet Date, prescribes the accounting and disclosures related to adjusting and non-adjusting subsequent events. Additional disclosures required by the standard were included in the financial statements, principally the date of authorization for issuance of the financial statements. Basis of Consolidation The consolidated financial statements represent the consolidation of the financial statements of the Company and the following wholly owned and majority-owned subsidiaries: Effective Percentages of Ownership Real Estate: Amorsedia Development Corporation and subsidiaries OLC Development Corporation Ayala Greenfield Development Corporation (AGDC) Ayala Land Sales, Inc. Buendia Landholdings, Inc. Community Innovations, Inc. Crimson Field Enterprises, Inc. First South Properties, Inc. Food Court Company, Inc. Laguna Properties Holdings, Inc. and subsidiaries Regent Time International, Limited (Regent) Red Creek Properties, Inc. Liberty Real Holdings Corporation (LRHC) Aurora Properties Incorporated Vesta Property Holdings, Inc. Laguna Technopark, Inc. CMPI Holdings, Inc. ALI-CII Development Corporation (ALI-CII) Roxas Land Corporation (RLC) Construction: Makati Development Corporation Hotels: Ayala Hotels, Inc. (AHI) and subsidiaries Property Management: Ayala Property Management Corporation Ayala Theatres Management, Inc. and subsidiaries Entertainment: Five Star Cinema, Inc. Leisure and Allied Industries Philippines, Inc. (LAI) Others: ALInet.com, Inc. (ALInet) Ayala Infrastructure Ventures, Inc. 100% 100 50 100 100 100 100 100 100 100 100 100 80 70 70 61 60 50 50 100 50 100 100 100 50 100 100 57 AC owns the other 50% of AHI and subsidiaries. The Company exercises significant management influence and control over AHI and subsidiaries. Likewise, the Company, through its 50% effective ownership and by virtue of a management contract or shareholders’ agreement, exercises significant 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 consolidated with the accounts of the Company. Except as stated otherwise, consolidated financial statements are prepared using uniform acco unting policies for like transactions and other events in similar circumstances. All significant intercompany transactions and balances are eliminated in consolidation. Cash and Cash Equivalents Cash includes cash on hand and cash in banks. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash with original maturities of three months or less from dates of acquisition and that are subject to an insignificant risk of change in value. Trade Receivables Trade receivables are recognized and carried at the original contract price or invoice amount less any unrealized gain, as applicable, and allowance for any uncollectible amounts. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Subdivision Land for Sale and Condominium and Residential Units for Sale Subdivision land for sale and condominium and residential units for sale are carried at the lower of cost or net realizable value (estimated selling price less cost to complete and sell) and include those costs incurred for development and improvement of the properties, including capitalized borrowing costs. Land and Improvements Land and improvements are carried at the lower of aggregate cost or net realizable value and include those costs incurred for development and improvement of the properties, including capitalized borrowing costs. The aggregate net realizable value on a per location basis is substantially in excess of costs. Investments Investments in associates and joint ventures are accounted for under the equity method of accounting. An associate is an entity in which the Company has significant influence and which is neither a subsidiary nor a joint venture. A joint venture is an entity, not being a subsidiary or an associate, in which the Company exercises joint control together with one or more other partners. Investments in associates and joint ventures are carried in the consolidated balance sheets at cost plus post-acquisition changes in the Company and its subsidiaries’ share in the net assets of the investees, less any impairment in value. The consolidated statements of income reflect the Company and its subsidiaries’ share on the results of operations of these investees. Unrealized gains arising from intercompany transactions are eliminated to the extent of the Company and its subsidiaries’ interest thereon. Unrealized losses are eliminated similarly but only to the extent that there is no evidence of impairment of the asset transferred. Dividends received are treated as a reduction in the carrying value of the investments. A subsidiary discontinues applying the equity method when its investments are reduced to zero. Accordingly, additional losses are not recognized unless the subsidiary has guaranteed certain obligations of the investee. When the investee subsequently reports net income, the subsidiary will resume applying the equity method but only after its share of that net income equals the share of net losses not recognized during the period the equity method was suspended. The Company’s investments in associates include goodwill on acquisition (net of accumulated amortization and any impairment in value). Goodwill represents the excess of the cost of acquisition over the fair value of identifiable net assets of the associate at the date of acquisition which is not identifiable to specific assets. Goodwill is amortized on a straight-line basis over a ten-year period. Goodwill is reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. Regent’s negative goodwill arising from the acquisition of the BLC shares is amortized to income as the underlying lots are sold. 58 Investments in shares of stock of companies in which the Company and certain subsidiaries do not exercise significant influence and investments in land are carried at cost less any substantial and presumably permanent decline in aggregate carrying value of these investments. Land improvements, buildings and hotel property and equipment are carried at cost less accumulated amortization and depreciation and any impairment in value. All costs that are directly attributable to the construction of the building and hotel property and equipment are capitalized, including interest during construction period. Amortization and depreciation are computed on a straight-line method over the estimated useful lives of the assets. The estimated useful lives of investments in land improvements, buildings and hotel property and equipment are as follows: land improvements 5 years; buildings - 20 to 40 years; and, hotel property and equipment - 10 to 50 years. The cost of significant additions, renewals and betterments are capitalized while minor expenditures for repairs and maintenance are directly charged to operations. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is credited or charged to operations. Investment in government bond is carried at amortized cost using the effective interest rate method less any provision for permanent impairment in value. Property and Equipment Property and equipment, except land, are carried at cost less accumulated depreciation and amortization and any impairment in value. Land is carried at cost. The initial cost of property and equipment comprises its construction cost or purchase price and any directly attributable costs of bringing the asset to its working condition and location for its intended use. Expenditures incurred after the fixed assets have been put into operation, such as repairs and maintenance, are normally charged to operations in the period in which the costs are incurred. In situations where it can be clearly demonstrated that 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 beyond its originally assessed standard of performance, the expenditures are capitalized as an additional cost of property and equipment. Depreciation is computed on a straight-line basis over the estimated useful life of the asset as follows: buildings and improvements - 20 to 40 years; machinery and construction equipment - 5 years; furniture, fixtures and equipment - 3 to 10 years; and, transportation equipment - 3 to 5 years. The useful life and depreciation method are reviewed periodically to ensure that the period of depreciation and method are consistent with the expected pattern of economic benefits from items of property and equipment. The carrying values of property and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. If any such indication exists and where the carrying values exceed the estimated recoverable amount, the assets or cash-generating units are written down to their recoverable amount. The recoverable amount of property and equipment is the greater of net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessment of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. Impairment losses are recognized in the statements of income. Provisions Starting in 2003, provisions are recognized when the Company and its subsidiaries have a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Company and its subsidiaries expect a provision to be reimbursed, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. In prior years, provisions for contingencies were accrued when it is probable that a liability had been incurred at balance sheet date and the amount can be reasonably estimated. Otherwise, the loss contingency was disclosed. 59 Revenue and Cost Recognition Income from sales of substantially completed projects where collectibility of sales price is reasonably assured is accounted for using the full accrual method while income from sales of projects where collectibility of sales price is not reasonably assured is recognized using the installment method. Realized income on installment sales is computed based on collections multiplied by the gross profit rates of individual sales contracts. The percentage of completion method is used to recognize income from sales of projects where the Company and certain subsidiaries have material obligations under the sales contract to complete the project after the property is sold. Under this method, the gain on sale is recognized as the related obligations are fulfilled. 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 development costs, which include estimated costs for future development works, as determined by the technical staff of the Company and certain subsidiaries. Cost of condominium and residential units sold before completion 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 and residential units are shown under the “Estimated Liability for Land and Property Development” account in the consolidated balance sheets with the portion expected to be incurred within the succeeding year presented as a current liability. Revenue from construction contracts of a subsidiary are recognized using the percentage of completion method, measured principally on the basis of the estimated physical completion of the contract work. Contract costs include all direct materials and labor costs and those indirect costs related to contract performance. Expected losses on contracts are recognized immediately when it is probable that the total contract costs will exceed total contract revenue. Changes in contract performance, contract conditions and estimated profitability, including those arising from contract penalty provisions, and final contract settlements which may result in revisions to estimated costs and gross margins are recognized in the year in which the changes are determined. Rental income from investment properties is accounted for based on the terms of the lease contracts. Revenue from hotel operations of a subsidiary are recognized when services are rendered. Revenue from banquets and other special events are recognized when the events take place. Management fees from administrative, property management and other fees are recognized when earned. Interest is recognized as it accrues. Stock Option Plans The Company has stock option plans for the granting of nontransferable options to key officers and employees, whereby they are granted an option to purchase a fixed number of shares of stock at a stated price during a specified period. Options exercised are recorded at the option price. Retirement Costs The Company and most of its subsidiaries’ retirement costs are determined using the entry age normal method. Under the entry age normal method, each employee is assumed to have entered the plan when first employed or as soon as he or she became eligible. Under this method, the current service cost is a level annual amount or a fixed percentage of salary which, when invested at the rate of interest assumed in the actuarial valuation, is sufficient to provide the required retirement benefit at the employee’s retirement. Certain subsidiaries and associates continue to determine their retirement costs using the projected unit credit method. The projected unit credit method sees each year of service as giving rise to an additional unit of pension entitlement and values each unit separately to build up a total retirement benefit obligation. Under this method, the annual normal cost for an equal unit of benefit increases each year because the p eriod to the employee’s retirement continually shortens, and the probability of reaching retirement increases. IAS 19, Employee Benefits, will become effective January 1, 2005. Under IAS 19, the only allowed valuation method is the projected unit credit method. The Company and its subsidiaries currently using the entry age normal method will shift to projected unit credit method in 2005. The Company and its subsidiaries have not yet determined the financial impact of the shift to projected unit credit method. 60 Borrowing Costs Borrowing costs are generally expensed as incurred. Interest and other financing costs incurred during the construction period on borrowings used to finance property development are capitalized as part of development costs (included in “Subdivision land for sale,” “Condominium and residential units for sale,” “Land and improvements” and “Investments” accounts in the consolidated balance sheets). Capitalization of borrowing costs commences when the activities to prepare the asset are in progress and expenditures and borrowing costs are being incurred. Capitalization of borrowing costs ceases when substantially all the activities necessary to prepare the asset for its intended use or sale are complete. If the carrying amount of the asset exceeds its recoverable amount, an impairment loss is recorded. Capitalized borrowing cost is based on applicable weighted average borrowing rate. Income Tax Deferred income tax is provided using the liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to (a) differences between the financial reporting bases of assets and liabilities and their related tax bases and (b) carryforward benefits of the excess of minimum corporate income tax (MCIT) over the regular corporate income tax and, net operating loss carryover (NOLCO). Deferred tax assets and liabilities are measured using the tax rates applicable to taxable income in the years in which those temporary differences are expected to be recovered or settled and the NOLCO is expected to be applied. A valuation allowance is provided for deferred tax assets which are not reasonably expected to be realized in the future. Any change in the valuation allowance on deferred tax assets is included in the computation of the provision for deferred income tax for the period. Foreign Currency Transactions Transactions in foreign currencies are recorded using the exchange rate at the date of the transactions. Monetary assets and liabilities denominated in foreign currencies are restated using the closing exchange rates prevailing at balance sheet dates. Exchange gains or losses arising from foreign exchange transactions are credited or charged to operations for the year. Earnings Per Share Basic earnings per share (EPS) is computed by dividing net income for the year attributable to common stockholders by the weighted average number of common shares issued and outstanding during the year adjusted for any subsequent stock dividends declared. Diluted EPS in 2002 and 2001 is computed by dividing net income plus interest expense (net of income tax) on convertible long-term commercial papers (LTCPs) by the weighted average number of common shares issued and outstanding during the year after giving effect to assumed conversion of potential common shares and the retroactive effect of stock dividends declared. Segments The Company and its subsidiaries’ operating businesses are organized and managed separately according to the nature of the products and services provided, with each segment representing a strategic business unit that offers different products and serves different markets. Financial information on business segments is presented in Note 17. New Accounting Standards Effective Subsequent to 2003 The Accounting Standards Council (ASC) has approved the following accounting standards which will be effective subsequent to 2003: • SFAS 21/IAS 21, The Effects of Changes in Foreign Exchange Rates, provides restrictive conditions for the capitalization of foreign exchange losses. Certain subsidiaries will adopt the standard in 2005 on a retroactive basis. As of December 31, 2003, undepreciated capitalized foreign exchange losses included in hotel property and equipment amount to = P 176.6 million. Upon adoption of SFAS 21/IAS 21 in 2005, any undepreciated capitalized foreign exchange losses will be adjusted against beginning retained earnings and prior years’ financial statements presented will be restated. • SFAS 12/IAS 12, Income Taxes, prescribes the accounting treatment for current and deferred income taxes. The standard requires the use of a balance sheet liability method in accounting for deferred income taxes. It requires the recognition of a deferred tax liability and, subject to certain conditions, asset for all temporary differences with certain exceptions. The standard provides for the recognition of a deferred tax asset when it is probable that taxable income will be available against which the deferred tax asset can be used. It also provides for the recognition of a deferred tax liability with respect to asset revaluations. The Company and its subsidiaries will adopt SFAS 12/IAS 12 in 2004. The financial impact of the adoption of SFAS 12/IAS 12 has not yet been determined. 61 • SFAS 17/IAS 17, Leases, prescribes the accounting policies and disclosures to apply to finance and operating leases. Finance leases are those that transfer substantially all risks and rewards of ownership to the lessee. A lessor is required to record finance leases as receivables at an amount equal to the net investment in the lease. Lease income should be recognized on the basis of a constant periodic rate of return on the lessor’s outstanding net investment. A lessor should present as an asset and depreciate accordingly assets that are subject to operating leases. Rental income from operating leases should be recognized by the lessor on a straight-line basis over the lease term. The Company and certain subsidiaries will adopt SFAS 17/IAS 17 in 2004 and, based on current circumstances does not believe the effect of adoption will be material. 3. Cash and Cash Equivalents This account consists of: 2003 Cash on hand and in bank Short-term investments 2002 (In Thousands) =1,389,378 P = P 801,693 3,465,542 4,911,802 P 4,854,920 = = P 5,713,495 Cash in bank earns interest at the respective bank deposit rates. Short -term investments are made for varying periods depending on the immediate cash requirements of the Company and its subsidiaries, and earn interest at the respective short-term investment rates. 4. Accounts and Notes Receivable Accounts and notes receivable are summarized as follows: 2003 2002 (In Thousands) Trade - net of unrealized gain of = P 1,476,038 in 2003 and P =1,228,524 in 2002 (see Note 8) Related parties (see Note 13) Advances Accrued receivable Advances to contractors Dividends receivable Others Less allowance for doubtful accounts Less noncurrent portion =7,384,541 P 934,002 645,283 248,215 195,346 71,488 621,082 10,099,957 134,928 9,965,029 5,458,708 =4,506,321 P = P 6,049,380 238,753 926,179 194,037 134,699 – 571,038 8,114,086 125,391 7,988,695 4,035,244 = P 3,953,451 62 5. Investments This account consists of investments in: Shares of stock: At equity: Acquisition cost Accumulated equity in net earnings: Balance at beginning of year Equity in net earnings for the year Dividends received during the year Balance at end of year 2003 2002 (As restated) (In Thousands) =5,181,183 P = P 2,617,182 597,381 128,417 (18,460) 707,338 5,888,521 570,686 37,195 (10,500) 597,381 3,214,563 855,702 881,505 1,737,207 7,625,728 2,443,257 855,702 1,247,947 2,103,649 5,318,212 1,780,561 9,231,624 7,848,187 3,411,690 – =22,712,299 P 3,772,749 114,322 = P 18,834,031 At cost: MRT Holdings, Inc. Others Land and improvements - net of amortization Buildings - net of accumulated depreciation of = P 2,731,582 in 2003 and P=2,423,131 in 2002 Hotel property and equipment - net of accumulated depreciation of = P 1,362,857 in 2003 and = P 1,186,069 in 2002 (see Note 8) Government bond The Company and its subsidiaries’ equity in the net assets of associates and joint ventures and the related percentages of ownership are shown below. 2003 Percentage of Ownership Cebu Holdings, Inc. (CHI) and subsidiaries Emerging City Holdings, Inc. (ECHI) Pilipinas Makro, Inc. (PMI) Berkshires Holdings, Inc. (BHI) Alabang Commercial Corporation (ACC) BLC (through Regent) Lagoon Development Corporation MyAyala.com, Inc. Ayala Port, Inc. (Ayala Port) 47 50 28 50 50 4 30 50 50 Equity in Net Assets 2003 2002 (In Thousands) =1,622,079 P = P 1,593,998 1,564,576 – 1,125,720 1,078,834 670,527 – 444,667 440,337 378,273 – 77,717 84,401 4,962 9,000 – 7,993 =5,888,521 P = P 3,214,563 63 On April 17, 2003, the following transactions have been consummated pursuant to the terms and conditions of the Assignment Agreement, dated February 8, 2003, among the Company, Evergreen Holdings, Inc. (EHI), Greenfield Development Corporation and Larouge, B.V. (Larouge), as amended, and the Agreement, dated November 23, 2002, among the Company, EHI and Metro Pacific Corporation (MPC) as amended: (a) The assignment to the Company and EHI of the rights and obligations of Larouge under the loan agreement between Larouge and MPC, pursuant to which, Larouge extended MPC a loan in the principal amount of US$90 million, together with all the rights, title and interests of Larouge in the pledge constituted on 50.38% of the outstanding shares in BLC. The consideration paid by the Company and EHI for such assignment was approximately US$90 million, subject in part to foreign exchange adjustment. (b) The assignment to the Company and EHI (acting in this instance through the joint venture corporation, Columbus Holdings, Inc.) of the controlling interest in BLC representing 50.38% of BLC’s outstanding capital stock. This assignment was effected by MPC under a dacion en pago arrangement, and included an assignment of payables of BLC in the principal amount of P=655 million together with its underlying security in the form of shares in Fort Bonifacio Development Corporation (FBDC) representing 5.55% of its outstanding capital stock. The Assignment Agreement, as amended, also provides for the constitution of a pledge over 5% of BLC’s unencumbered shares as security for contingent liabilities and breach of representation and warranties. The pledge lien over the 5% BLC shares shall continue to subsist until the third anniversary of the closing date. The Company and EHI now jointly hold the 50.38% (56.19% beneficial interest) equity interest in BLC through ECHI and BHI. The Company and EHI assigned the notes receivable from MPC to ECHI and BHI, which acquired the shares of stock of Columbus Holdings, Inc. (Columbus). Columbus directly owns the 50.38% interest in BLC. BLC owns 55% interest in FBDC, the primary developer of certain areas in Fort Bonifacio Global City for residential, commercial and business development. Columbus accounted for the acquisition of the 50.38% interest in BLC using the purchase method. The fair value of the identifiable consolidated assets and liabilities of BLC as at April 17, 2003, the date of acquisition, amounted to about = P 5.6 billion resulting in a negative goodwill of = P 1.4 billion. Columbus’ amortization of negative goodwill based on FBDC lots sold in 2003 amounted to = P 27.4 million of which the Company shares 50% through its equity share in the net earnings of ECHI and BHI. Regent also owns 3.9% of BLC shares which it accounted for using the equity method. Regent’s negative goodwill arising from the acquisition amounted to = P 57.6 million and negative goodwill amortization in 2003 amounted to P =1.1 million. Certain parcels of land are leased to several individuals and corporations. Some of the lease contracts provide, among others, that within a certain period from the expiration of the contracts, the lessee will have to demolish and remove any and all improvements introduced or built within the leased properties. Otherwise, the lessor will cause the demolition and removal thereof and charge the cost to the lessee unless the lessor occupies and appropriates the same for its use and benefit. Consolidated depreciation on buildings and hotel property and equipment amounted to = P 493.6 million in 2003, P=536.6 million in 2002 and P =550.7 million in 2001. Consolidated amortization of land improvements amounted to = P 13.4 million in 2003, = P 16.2 million in 2002 and = P 14.5 million in 2001. 64 6. Property and Equipment This account consists of: Land, Machinery and Furniture, Buildings and Construction Fixtures and Improvements Equipment Equipment (In Thousands) Cost January 1 Additions Disposals December 31 Accumulated Depreciation January 1 Depreciation Disposals December 31 Net Book Value Transportation Equipment 2003 Total 2002 =911,926 P 25,813 (17,172) 920,567 =843,178 P 170,413 (61,105) 952,486 =532,248 P 103,101 (20,177) 615,172 =208,226 P 70,122 (26,050) 252,298 =2,495,578 P 369,449 (124,504) 2,740,523 = P 2,162,266 413,143 (79,831) 2,495,578 151,017 35,391 (26) 186,382 =734,185 P 393,233 96,176 (25,893) 463,516 =488,970 P 322,354 105,482 (4,741) 423,095 =192,077 P 134,584 42,669 (24,245) 153,008 =99,290 P 1,001,188 279,718 (54,905) 1,226,001 =1,514,522 P 807,058 240,634 (46,504) 1,001,188 = P 1,494,390 Consolidated depreciation and amortization of property and equipment (charged to various expense and development cost accounts) amounted to = P 279.7 million in 2003, = P 240.6 million in 2002 and = P 183.1 million in 2001. 7. Accounts Payable and Accrued Expenses This account consists of: 2003 Accounts payable and accrued expenses Taxes p ayable Dividends payable Retentions payable Others 8. =2,953,989 P 370,195 322,875 21,634 354,782 =4,023,475 P 2002 (In Thousands) = P 2,594,890 434,342 320,812 43,479 399,139 = P 3,792,662 Short-term and Long-term Debt In 2003, short-term debt co nsists of bank loans and short-term commercial papers (STCPs). The Company issued STCPs in 2003 with an aggregate face value of = P 1.0 billion at par with fixed and floating interest rates. The STCPs are payable lumpsum at various maturity dates in 2004. The fixed-rate STCPs bear interest at 8.20% and 8.59% per annum while the floating STCPs bear interest at 25 basis points (bps) over the benchmark 91-day rate and are repriceable every three months. The Philippine Rating Service Corporation (PhilRatings) assigned the issue a PRS 1 rating, indicating the Company’s strong capacity to meet its financial commitment on this issue. 65 The bank loans of = P 457.0 million in 2003 and P=1,942.0 million in 2002 represent unsecured peso-denominated short-term borrowings by the Company and its subsidiaries with interest rates ranging from 5.75 % to 10.75% per annum. The P =50.0 million loan drawn by a subsidiary in 2003 from an affiliate bank is subject to the Directors, Officers, Stockholders and Related Interests rules of the Bangko Sentral ng Pilipinas. Long-term debt consists of: 2003 2002 (In Thousands) Parent Company: Bonds Due 2007 Due 2008 Bank loans - with interest rates ranging from 6.50% to 11.40% per annum Fixed-rate corporate notes (FXCNs) Subsidiaries: Bank loans - with interest rates ranging from 6.79% to 14.88% per annum Philippine peso Foreign currency Less current portion =3,000,000 P 2,000,000 = P 3,000,000 – 3,358,333 1,060,000 9,418,333 2,170,000 1,060,000 6,230,000 2,585,457 920,504 3,505,961 12,924,294 1,335,995 =11,588,299 P 1,607,596 1,094,902 2,702,498 8,932,498 309,884 = P 8,622,614 In 2002, the Company issued = P 3.0 billion bonds at par, with interest at 200 bps over benchmark 91-day rate. In 2003, the Company issued = P 2.0 billion bonds due in 2008 with fixed and floating rate tranches. The fixed-rate bonds carry a coupon of 10.75% p.a. and have a nominal principal amount of P =1.0 billion. The floating rate bonds, also worth = P 1.0 billion, bear a margin of 125 bps over benchmark 91-day rate and is re-priced quarterly. PhilRatings assigned a PRS Aaa rating on both the Company’s = P 2.0 billion bond issue in 2003 and the P =3.0 billion bond issue in 2002, indicating the Company’s strong capacity to meet its financial commitment on the bond issues. The Company’s long-term bank loans will mature on various dates up to 2008. These borrowings are unsecured except for a P =594.2 million loan drawn by the Company in 2003, which is secured by a mortgage on certain parcels of land with a carrying value of = P 213.8 million. 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 loan. The Company may redeem all (but not part only) of the FXCNs on the 2nd , 3rd, 4th and 7th anniversaries, respectively, of the 3-, 5-, 7- and 10-year FXCNs. In 1997, the Company issued LTCPs totaling = P 6.0 billion, of which P=4.0 billion are convertible at the option of the holders into shares of stock of the Company based on a predetermined formula. As of December 31, 2001, total conversions of LTCPs into shares of stock of the Company amounted to = P 1.8 million. The remaining LTCPs were fully paid in April 2002. The subsidiaries’ loans will mature on various dates up to 2010. Certain subsidiaries’ loans are collateralized by trade receivables amounting to = P 52.3 million and P =65.6 million in 2003 and 2002, respectively; and mortgages on real estate properties, hotel property and equipment and leasehold rights with a total carrying value of = P 3.2 billion and = P 3.6 billion in 2003 and 2002, respectively. 66 The Company pledged its investment in shares of stock of LRHC with a carrying value of = P 1.1 billion as of 2003, as collateral to secure the latter’s bank loans. The loan agreements contain some or all of the following restrictions: material changes in nature of business; payment of dividends; merger or consolidation; guaranties, investments or advances; encumbrance for borrowed money; sale of substantially all of assets and additional loans maturing beyond a year, except under certain conditions. These restrictions and requirements were complied with by the Company and its subsidiaries. Interest capitalized amounted to P =333.4 million in 2003, P =288.4 million in 2002 and = P 337.0 million in 2001. 9. Noncurrent Liabilities and Deposits Noncurrent liabilities and deposits consist of: 2003 Deposits Deferred credits Deferred tax (see Note 12) Retentions payable Installment payable - net of current portion of = P 147,222 in 2002 Other liabilities =1,221,607 P 876,144 575,765 411,349 2002 (In Thousands) = P 782,745 508,345 535,042 502,585 – 161,632 =3,246,497 P 147,222 411,055 = P 2,886,994 10. Stockholders’ Equity The details of the number of shares (in thousands) follow: Authorized Issued Subscribed Treasury 2003 12,000,000 10,753,283 9,247 (24) 10,762,506 2002 12,000,000 10,684,360 9,361 (24) 10,693,697 2001 12,000,000 10,684,310 9,022 (24) 10,693,308 In 2003, the Board of Directors (BOD) approved the issuance of 63.4 million new common shares to AC in exchange for land at a transfer price of = P 532.3 million recorded under the investments account in the consolidated balance sheets. No transfer of stock or interest which will reduce the ownership of Filipino 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 of the Company. In 2003, the Board of Directors approved the declaration and payment from unappropriated retained earnings of the following cash dividends: a) regular cash dividend of = P 0.06 per share b) special cash dividend of = P 0.26 per share. 67 Retained earnings include undistributed net earnings amounting to = P 3,908.7 million, P =3,300.1 million, = P 3,333.2 million as of December 31, 2003, 2002 and 2001, respectively, representing accumulated equity in the net earnings of subsidiaries, associates and joint ventures, which are not available for dividend declaration until received in the form of dividends from the investees. Retained earnings are further restricted for the payment of dividends to the extent of the cost of the shares held in treasury. 11. Costs and Expenses Depreciation and amortization expense included in consolidated statements of income are as follows: 2003 Included in: Cost of: Real estate Hotel operations General and administrative expenses =457,473 P 179,389 164,815 =801,677 P 2002 2001 (As restated) (As restated) (In Thousands) = P 430,801 206,648 172,854 = P 810,303 = P 415,694 215,835 100,425 = P 731,954 General and administrative expenses consist of: 2003 Manpower cost (see Note 14) Depreciation and amortization Utilities Others =857,011 P 164,815 62,920 455,764 =1,540,510 P 2002 2001 (As restated) (As restated) (In Thousands) = P 733,985 = P 644,018 172,854 100,425 58,031 73,371 348,670 226,240 = P 1,313,540 = P 1,044,054 12. Income Taxes Components of the deferred tax assets and liabilities as of December 31, 2003 and 2002 are as follows: Deferred tax assets on: NOLCO Unrealized gain, deposits and accruals for various expenses on real estate transactions and MCIT Allowance for doubtful accounts Unrealized foreign exchange loss Less valuation allowance Deferred tax liabilities on capitalized customs duties, interest and other expenses 2003 2002 (As restated) (In Thousands) =292,528 P = P 221,759 332,812 43,177 14,681 683,198 236,791 446,407 159,825 40,125 22,098 443,807 125,930 317,877 (573,635) (P =127,228) (554,373) (P =236,496) 68 The net current and noncurrent components of deferred tax assets and liabilities are included in the following accounts in the consolidated balance sheets: 2002 (As restated) (In Thousands) =414,390 P = P 277,298 242,434 228,690 (208,287) (207,442) (575,765) (535,042) (P =127,228) (P =236,496) 2003 Other current assets Other assets Other current liabilities Noncurrent liabilities and deposits (see Note 9) Provision for income tax consists of: 2003 Current Deferred P 902,370 = (109,268) =793,102 P 2002 2001 (As restated) (As restated) (In Thousands) = P 1,107,787 = P 875,644 17,491 43,676 = P 1,125,278 = P 919,320 A reconciliation between the statutory and the effective income tax rates follows: Statutory income tax rate Tax effect of: Equity in net earnings of investees Income subjected to lower income tax rates (see Note 19) Interest income and capital gains taxed at lower rates Others - net Effective income tax rate 2003 32.00% 2002 (As restated) 32.00% 2001 (As restated) 32.00% (1.15) (0.32) (0.43) (0.74) (0.60) (1.79) (3.16) (4.84) 22.11% (1.58) 1.19 30.69% (4.62) 3.85 29.01% 13. Related Party Transactions The Company and its subsidiaries, in their regular conduct of business, have entered into transactions with associates and other related parties principally consisting of advances and reimbursement of expenses, purchase and sale of real properties, construction contracts, and development, management, underwriting, marketing, and administrative service agreements. Sales and purchases of goods and services to and from related parties are made at normal market prices. Revenue from transactions with associates and other related parties amounted to = P 149.1 million in 2003, = P 230.4 million in 2002 and P =567.9 million in 2001. 69 The following are the outstanding balances of receivables from related parties resulting from the above transactions, as of December 31, 2003 and 2002 (see Note 4). 2003 2002 (In Thousands) BLC FBDC CHI and subsidiaries Ayalaport Makati, Inc. Manila Water Company, Inc. ACC MyAyala.com, Inc. PMI Others =505,754 P 243,777 78,876 24,606 18,333 13,226 8,878 – 40,552 =934,002 P = P– – 103,993 50,290 7,034 9,209 8,817 9,002 50,408 = P 238,753 Receivables from BLC and FBDC consist of promissory notes issued by BLC, which were assigned by MPC to the Company and EHI; the advances subsequently made by the Company to FBDC to fund the completion of the Bonifacio Ridge project and to BLC to finance the costs to be incurred in relation to its restructuring program. These notes and advances are due and demandable and bear interest at the rate of 12% to 14% per annum. 14. Retirement Plan The Company and its subsidiaries have funded, noncontributory tax-qualified defined contribution type of retirement plans covering substantially all of their employees. The benefits are based on defined contribution formula with minimum lump-sum guarantee of 1.5 months’ basic salary per year of service. The consolidated retirement costs charged to operations amounted to = P 118.9 million in 2003, = P 76.8 million in 2002 and = P 68.2 million in 2001. Based on the latest actuarial valuations of the Company and its subsidiaries, the aggregate actuarial present value of pension benefits amounted to P =898.1 million. The aggregate fair value of their respective plan assets amounted to P =422.9 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 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 contributions to their respective plans consist principally of payments covering the current service cost for the year and the required funding relative to the guaranteed minimum benefits as applicable. 15. Earnings Per Share The following table presents information necessary to compute EPS (in thousands except EPS): a. Net income b. Weighted average number of common shares c. EPS (a/b) 2003 =2,709,155 P 2002 (As restated) = P 2,518,515 2001 (As restated) = P 2,278,336 10,706,701 =0.25 P 10,693,608 = P 0.24 10,693,190 = P 0.21 The assumed conversion of the Company’s LTCPs into common shares in 2001 (see Note 8) and the assumed exercise of stock options have no dilutive effect. Accordingly, no diluted EPS is presented in the accompanying consolidated statement of income for 2001. 70 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 the initial offer price. Any subsequent subscriptions shall be paid for at a price equivalent to 85% of the average closing price for the month prior to the month of eligibility under ESOP and the average closing price for the month prior to the month of eligibility under ESOWN. The qualified officers and employees shall pay for the shares subscribed under the 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 Company or any of its subsidiaries over such period. The plans also restrict the sale or assignment of such shares for five years from dates of subscription. Subscriptions receivable from the stock option plans are presented in the statements of changes in stockholders’ equity. 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 subscriptions. The availments of the one-time cancellation or conversion offers have resulted in the reduction in the subscribed capital stock, additional paid-in capital and subscriptions receivable of the Company. Starting 2001, the Company offered new ESOP to the executives and key officers of the Company. The ESOP is a ten-year option plan. The grantee is selected based on certain criteria like outstanding performance over a three-year period. The executive or officer may subscribe to the number of shares allocated for him in accordance with the vesting percentage and vesting schedule stated in the Plan. In November 2001, the Company offered all its ESOWN subscribers with outstanding subscriptions the option to cancel the subscriptions within the 5-year holding period. 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. Movements in the number of stock options outstanding are as follows: At January 1 Granted Exercised Cancelled At December 31 ESOP 2003 2002 105,917,962 71,433,929 37,592,500 37,341,481 (7,837,382) (2,857,448) (114,279) – 135,558,801 105,917,962 ESOWN 2003 2,141,100 – – – 2,141,100 2002 2,141,100 – – – 2,141,100 The options that have been exercised in 2003 had a weighted average exercise price of = P 4.17 or about = P 88.6 million. The average fair market value of the shares as at exercise date was = P 6.36 or about P =135.5 million. Outstanding options for the executives and key officers have the following terms: Exercise Dates 2002 to 2011 2003 to 2012 2004 to 2013 2005 to 2014 2006 to 2015 Number of Options 25,947,443 28,356,591 47,496,823 22,480,194 11,277,750 135,558,801 71 17. Segment Information The industry segments where the Company and its subsidiaries and associates operate are as follows: • • • • • Land, condominium and residential units - development and sale of lots for residential, business and industrial purposes, development of residential and office condominium projects and single-detached housing for high-end, middle income and low income markets; Rentals - development of commercial centers and lease to third parties of retail space and land therein; operation of movie theaters, food courts and entertainment facilities in these commercial centers; office units and carparks leasing; Hotel operations - development and operation of hotels and serviced apartments; Construction - engineering, design and construction of vertical and horizontal developments; Others - management services contracts and other investment activities The Group generally accounts for inter-segment rates and transfers as if the sales and transfers were to third parties at current market prices. Segment assets and results of the segments for 2002 and 2001 have been restated to reflect the effect of the change in accounting policy with respect to preoperating expenses to conform with SFAS 38/IAS 38 (see Note 2). Business segments The following tables regarding business segments present assets and liabilities as of December 31, 2003 and 2002 and revenue and income information for each of the three years in the period ended December 31, 2003 (in thousands). 2003 Revenues Operating expenses Earnings before interest, taxes, depreciation and amortization (EBITDA) Depreciation and amortization EBIT Segment assets Segment liabilities Land, Condominium and Residential Units 7,253,899 5,553,322 1,700,577 67,308 1,633,269 31,636,683 10,292,268 Rentals 3,589,669 1,103,412 Hotel Operations 1,282,325 926,653 Construction 759,112 589,262 Others 1,738,927 545,339 Total 14,623,932 8,717,988 2,486,257 403,546 2,082,711 15,232,374 3,434,089 355,672 186,470 169,202 4,461,189 3,179,197 169,850 72,713 97,137 1,261,527 984,413 1,193,588 71,640 1,121,948 14,420,279 13,848,814 5,905,944 801,677 5,104,267 67,012,052 31,738,781 72 2002 Revenues Operating expenses Earnings before interest, taxes, depreciation and amortization (EBITDA) Depreciation and amortization EBIT Segment assets Segment liabilities Land, Condominium and Residential Units 5,608,105 4,149,660 1,458,445 50,409 1,408,036 29,188,563 7,949,470 Rentals 3,329,626 823,869 Hotel Operations 1,308,957 904,557 Construction 922,326 715,318 Others 1,045,119 448,825 Total 12,214,133 7,042,229 2,505,757 432,755 2,073,002 13,469,054 1,733,289 404,400 213,862 190,538 4,810,339 3,517,097 207,008 56,213 150,795 1,256,697 950,113 596,294 57,064 539,230 13,042,563 12,210,246 5,171,904 810,303 4,361,601 61,767,216 26,360,215 Rentals 3,107,298 822,043 Hotel Operations 1,320,417 871,220 Construction 1,563,575 1,291,957 Others 1,243,986 422,293 Total 11,668,718 6,984,445 2,285,255 391,759 1,893,496 449,197 219,256 229,941 271,618 56,222 215,396 821,693 43,191 778,502 4,684,273 731,954 3,952,319 2001 Revenues Operating expenses Earnings before interest, taxes, depreciation and amortization (EBITDA) Depreciation and amortization EBIT Land, Condominium and Residential Units 4,433,442 3,576,932 856,510 21,526 834,984 18. Note to Consolidated Statements of Cash Flows The principal noncash transactions of the Company are as follows: • Issuance of shares to AC in exchange for land at a transfer price of = P 532.3 million in 2003. • Assignment of P =2.1 billion notes receivable from MPC in exchange for equity in ECHI and BHI in 2003. • Land purchased on installment amounting to P =442.0 million in 2001. 19. Registration with Philippine Economic Zone Authority (PEZA) A subsidiary is registered with PEZA on October 27, 1999 as a non-pioneer “ecozone developer/operator.” The PEZA registration entitled the subsidiary to a four-year income tax holiday from the start of its commercial operations. At the expiration of its four-year tax holiday, the subsidiary shall pay income tax at the special tax rate of 5% on its gross income earned from sources within the PEZA economic zone in lieu of paying all national and local income taxes. 73 20. Long-term Commitments and Contingencies The Company has an existing contract with the Bases Conversion Development Authority (BCDA) to develop, under a lease agreement a mall with an estimated gross leasable area of 152,000 square meters on a 9.8-hectare lot inside Fort Bonifacio. The lease agreement covers 25 years, renewable for another 25 years subject to reappraisal of the lot at market value. The annual fixed lease rental amounts to = P 117.0 million while the variable rent ranges from 5% to 20% of gross revenue. Subsequently, the Company transferred its rights and obligations granted to or imposed under the lease agreement to LRHC, a subsidiary, in exchange for equity. As part of the bid requirement, the Company procured a performance bond from the Government Service Insurance System in favor of BCDA amounting to P =3.9 billion and P =4.8 billion in 2003 and 2002, respectively, to guarantee the committed capital to BCDA. Moreover, the Company obtained surety bonds to guarantee the payment of the fixed and variable rent as prescribed in the lease agreement. The surety bonds are secured by a mortgage on a property of certain subsidiary with a carrying value of P =46.0 million in 2003. In October 2002, the Company was awarded by the BCDA the contract to develop a lot with a gross area of 11.6 hectares adjacent to the abovementioned lot which is intended for residential development. The Company’s bid was made on the basis of a joint development structure and, subject to the terms and conditions stated in its bid, includes an upfront cash payment of = P 700 million and a guaranteed annual revenue stream totaling P =1.0 billion over an 8-year period. As of December 31, 2003, the execution of the joint development agreement between the Company and BCDA remains subject to both parties agreeing on certain issues. In 2002, the Company agreed to underwrite the subscription to North Triangle Depot Commercial Corporation (NTDCC) additional shares amounting to = P 1.4 billion over a 4-year equity schedule up to 2006 in exchange for a 5% underwriting fee (net of a 1.5% rebate to existing shareholders who subscribed). MRT Development Co. assigned development rights to NTDCC in 2002. NTDCC will construct and operate the commercial center under certain terms and conditions until the end of a 50-year lease term renewable for another 25 years. The Company and its subsidiaries are contingently liable for lawsuits or claims filed by third parties which are either pending decision by the courts or under negotiation, the outcomes of which are not presently determinable. In the opinion of management and its legal counsel, the eventual liability under these lawsuits or claims, if any, will not have a material effect on the consolidated financial statements. 21. Reclassification of Accounts Certain accounts in the 2002 and 2001 consolidated financial statements were reclassified to conform with the 2003 presentation of accounts. Ayala Land, Inc. 74 Annual Report ‘03 SUBSIDIARIES AND AFFILIATES Subsidiaries Laguna Properties Holdings, Inc. Buklod Bahayan Realty and Devt. Corp. First Communities Finance 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 Corp. Five Star Cinema, Inc. Ayala Infrastructure Ventures, Inc. MRT Holdings, Inc. Metro Rail Transit Corp. Ltd. Amorsedia Development Corporation OLC Development Corporation Ayala Greenfield Development Corp. HLC Development Corporation Red Creek Properties, Inc. Crimson Field Enterprises, Inc. Streamwood Property, Inc. Piedmont Property Ventures, Inc. Stonehaven Land, Inc. Buendia Landholdings, Inc. First South Properties, Inc. Food Court Company, Inc. ALInet.com, Inc. MyAyala.com, Inc. Ayalaport, Inc. Ayalaport Makati, Inc. Liberty Real Holdings Corp. Vesta Property Holdings, Inc. Aurora Properties, Inc. Laguna Technopark, Inc. CMPI Holdings, Inc. CMPI Land, Inc. Ayala Hotels, Inc. Enjay Hotels, Inc. Cebu Insular Hotel Company, Inc. Makati Property Ventures, Inc. Roxas Land Corporation ALI-CII Development Corporation Leisure and Allied Industries Phils., Inc. Affiliates Alabang Commercial Corporation Cebu Holdings, Inc. Cebu Property Ventures & Devt. Corp. Cebu Leisure Company, Inc. CBP Theatre Management Inc. Cebu Insular Hotel Company, Inc. Lagoon Development Corporation Pilipinas Makro, Inc. Emerging City Holdings, Inc. Columbus Holdings, Inc. Bonifacio Land Corp. Fort Bonifacio Devt. Corp. Berkshires Holdings, Inc. Columbus Holdings, Inc. Bonifacio Land Corp. Fort Bonifacio Devt. Corp. Regent Time International Limited Bonifacio Land Corp. North Triangle Depot Commercial Corp. Ownership By ALI By Subsidiary 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 80.5 70.0 70.0 61.0 60.0 50.0 50.0 50.0 50.0 50.0 47.2 8.0 30.0 28.0 50.0 50.0 100.0 15.8 100.0 100.0 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 62.9 60.0 76.0 100.0 100.0 37.1 70.0 50.4 55.0 30.0 50.4 55.0 3.9 Nature of Business Mass housing development Socialized housing development Financing company 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 Land holding company Land holding company Land holding company Food court operations Holding company (for IT-related ventures) Lifestyle and entertainment portal Holding company Internet data center development Shopping center development/operations Mixed-use development Mixed-use development Industrial estate development Holding company Land holding company Hotel holding company Hotel operations Hotel operations Serviced apartment operations Property development Shopping center development/operations Family entertainment center operation/management Shopping center development/operations Mixed-use development Mixed-use development Entertainment facilities management Theatre management Hotel operations Shopping center development/operations Wholesale consumer products distribution Holding company Holding company Property development Property development Holding company Holding company Property development Property development Holding company Property development Shopping center development / operations (As of December 31, 2003) Ayala Land, Inc. 75 Annual Report ‘03 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 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: Tel. Nos.: Fax No.: 4th Floor, BPI Building Ayala Avenue corner Paseo de Roxas Makati City Philippines (632) 816-9067 to 68 (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: Tel. Nos.: Fax. No.: Email: 29th Floor, Tower One Ayala Triangle, Ayala Avenue Makati City 1226 Philippines (632) 848-5313 (632) 841-5675 to 77 (632) 848-6059 [email protected] Ayala Land, Inc. 76 Annual Report ‘03 Nurturing Communities and Partnerships Ayala Land’s vision enshrines the cherished Ayala tradition of principled operations. As such, in its 15 years, ALI has endeavored to be not only a thriving real estate concern, but also a responsible, responsive, and ethical company – traits that have lent moral strength to its policies and practices. Through the years, ALI has become more than a structural landmark in the communities that are home to its projects. It is more than an employer, business partner, and taxpayer. ALI is an involved neighbor and a steadfast friend to the environment. It cares about the quality of life and education, organizing livelihood projects and social development programs that support health, culture, and tourism. It has even engaged itself in traffic management and investment promotion. In all these undertakings, ALI forges strong partnerships with local officials, private entities, and non-government organizations – partnerships that assure your Company of the goodwill and support of our host communities, and in the long-term create a pool of resources and build markets for our business. Livelihood. Through the “Dagdag-Kita sa Pamilya” program, ALI partnered with the Technical Education Skills and Development Authority and local government units of Calamba City, Laguna and Silang, Cavite to teach food processing, cooking, and landscaping skills to over 100 local residents. 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, which links through the Internet Lagunabased employers and job seekers; and the implementation of an entrepreneurship development program. Environment. To help protect and rehabilitate waterways in Calamba, ALI created the Calamba Green Stream Brigade (CGSB). An awardee of the Department of Environment and Natural Resources and the Laguna Lake Development Authority, CGSB works with barangays, private corporations and government agencies in rehabilitating Baranca de Sipit and Bucal Creeks, two vital waterways that replenish Laguna de Bay. In 2003, a massive cleanup was conducted along Baranca de Sipit, supported by activities that included landscaping and project marker installation. To sustain the initiative, trash and silt from the creek are collected daily, and a community information campaign is conducted regularly. Formed by ALI in 1999, the Laguna Water Conservancy, meanwhile, is a forum of more than 30 business enterprises that regularly discusses issues on water resource utilization, protection, and management with national agencies. The Ayala Tree Nursery, established in 1994, is now a primary supplier of free shade tree saplings for serious reforestation efforts like Culture and Tourism. In Makati, your Company helped in the formation of the Makati Festivals Foundation, a partnership between the city government and the business sector. The foundation is tasked to manage and promote city-wide cultural events such as the Caracol Festival, the Araw ng Makati parade, and the 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. those in Makiling, Balara, and the watersheds of La Mesa and Wawa dams. The nursery has likewise donated saplings to the local government units of Makati, Quezon City, Muntinlupa, Las Pinas, Calamba, Sta. Rosa and Silang. Flood Control. ALI spearheaded the creation of the Makati-ParañaquePasay 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. Health. The Ayala Land Mobile Clinic has conducted free dental and medical missions in various parts of Luzon, benefiting thousands of patients. Missions are regularly held in Makati, Quezon City, Pasay City, Taguig, Muntinlupa, Las Piñas, Laguna and Cavite. The Laguna Tourism Foundation LTF), on the other hand, was founded in 2002 with the help of ALI. LTF involves tourism prime movers in Laguna in the formulation and implementation of tourism-related policies and projects. Traffic 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 governments. 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. elementary schoolhouses will be constructed in Taguig, Quezon City, Antipolo, Calamba and Cavite. Beneficiary schools will likewise receive teachers training, feeding programs, health services, educational reference materials, and full landscaping for the schoolhouses. Education. Every year, your Company donates school supplies to incoming elementary school pupils. Launched in 1998, the “School Starter” program has benefited thousands of schoolchildren in Quezon City, Muntinlupa, Las Piñas, Laguna, and Cavite. 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 beneficiary. 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. As your Company turns 15 and adopts the theme “Knowledge Management,” education gains added impetus in ALI’s social investment agenda with the launching of “the Build-ASchoolhouse Project.” Under this project, three-room concept and design k2 interactive (asia) inc. portraiture by tom epperson operations photography + internal portraits by menchit ongpin, bern mejias & ricky ladia