Communities - Vista Land

Transcription

Beyond
Communities
2010 ANNUAL REPORT
Mixed Use of Commercial Development
and Shophouses
ICT and BPO Centers
Residential Estates
Healthcare and
Education Campuses
Masterplanned Cities
Commercial
Retail Hubs
by the Lake
Residential Condominium
Development
Commercial Center
Development
Corporate Business
Development
Sucat Metro
Railway Station
2
Vista Land
CONTENTS
At a Glance
4
Profile of a
Sound Investment
6
At the Helm/
Financial Highlights
7
Chairman’s Message
8
President’s Report
12
Interview with
the Founder
17
In the Vista Studio
19
Review of Operations
40
Camella Homeowners
44
Corporate Governance
46
Corporate
Social Responsibility
52
Board of Directors
54
Management Committee
56
Management Discussion
and Analysis
58
Financial Statements
66
Shareholder Information
140
2010
BEYOND COMMUNITIES
OUR COVER
MASTERPLANNED CITIES
Vista Land and Lifescapes, Inc.’s strong performance in 2010 reflects its
status as an emerging leader in the Philippine real estate industry. With
over 32 years of experience, Vista Land shows its proven track record
in the industry, continuing to fulfill every Filipino family’s dream of
owning a home.
With its strong brands – Brittany, Crown Asia, Camella, Lessandra and
Vista Residences – serving all income segments in 20 provinces and in
47 cities and municipalities around the Philippines, Vista Land upholds
its vision of serving and uplifting the Filipino quality of life.
This commitment continues as Vista Land, the country’s largest
homebuilder, moves forward to a greater vision of building. In 2010,
Vista Land introduced five (5) masterplanned cities – Lakefront, Evia,
Sta. Elena City, Crosswinds, and Savannah. Each masterplanned city is
being built in accordance with the Vista Land vision to provide complete
residential, business, educational, commercial, and recreational facilities
with the end-view of uplifting the Filipino quality of life. With these
city developments, Vista Land reinforces its expertise in creating and
building for the new Filipino.
AT A GLANCE
2010 NATIONWIDE
BRAND PRESENCE
Isabela
Pangasinan
Tarlac
Pampanga
Bulacan
LAGUNA: Sta. Rosa,
San Pedro, Cabuyao
Batangas
Naga
Iloilo
METRO MANILA:
Makati, Muntinlupa,
Las Piñas, Taguig,
Quezon City,
Manila, Caloocan,
Valenzuela
RIZAL:Antipolo City,
San Mateo,
Taytay, Teresa
CAVITE:Tagaytay City,
Bacoor,Imus,
Dasmariñas,
Gen. Trias,
Trece Martires,
Tanza
Leyte
Develops luxury houses in
masterplanned communities,
catering to the high-end market
segment in Mega Manila
Caters to the upper middle
market housing segment in
Mega Manila
Established: 1993
Established: 1995
PROJECT PORTFOLIO
Cagayan
Marina Heights (Sucat, Muntinlupa)
Brescia (Commonwealth, Quezon City)
Ponticelli (Daang Hari, Alabang)
Citta Italia (Bacoor, Cavite)
Amalfi (Dasmariñas, Cavite)
Valenza (Sta. Rosa, Laguna)
Carmel (Bacoor, Cavite)
Fortezza (Cabuyao, Laguna)
Marfori (Sucat, Muntinlupa)
La Posada (Daang Hari, Alabang)
Crosswinds (Tagaytay City)
Portofino South
(Daang Hari, Alabang)
Georgia Club (Sta. Rosa, Laguna)
Amore (Daang Hari, Alabang)
Augusta (Sta. Rosa, Laguna)
Portofino Courtyards
(Daang Hari, Alabang)
Cagayan De Oro
Davao
General Santos
4 VISTA LAND ANNUAL REPORT 2010
FEATS
DIVISIONAL INFORMATION
Negros Oriental
(in Php Millions, except No. of Proj Launched)
Cebu
(as of Dec. 31)
Bacolod
2010
No. of Ongoing
projects
2009
18
15
Area of Ongoing
projects (hectares)
106.3
86.5
2010
2009
%Change
2,026.8
1,856.3
Sales Take Up
No. of Ongoing
projects
Area of Ongoing
projects (hectares)
2010
2009
28
25
141.7
129.6
2010
2009
%Change
9%
Sales Take Up
2,163.4
2,000.0
8%
1,508.0
1,264.8
19%
Real Estate
Revenues
1,455.5
1,352.5
8%
Real Estate
Revenues
Gross Profit
735.8
633.8
16%
Gross Profit
754.1
594.6
27%
EBIT
348.8
319.6
9%
EBIT
368.0
243.4
51%
2,180.5
2,700.0
3
2
Projects
Launched
Value
Number
Projects
Launched
1,182.9
480.0
3
1
Value
Number
COMMUNITIES
P H I L I P P I N E S
Servicing the middle-income housing
segment in the Mega Manila area.
Offers residential properties outside
the Mega Manila area in the low-cost,
affordable and middle market segments
primarily under the “Camella” and
“Lessandra” brands.
Builds vertical developments in
Mega Manila
Established: 1977
Established: 1991
Established: 2009
Lessandra Heights (Daang Hari, Alabang)
Camella La Vecina at Dos Rios (Cabuyao, Laguna)
Cerritos Heights (Daang Hari, Alabang)
Cerritos East (Pasig)
Camella Molino (Bacoor, Cavite)
Grenville Residences (Taguig City)
Nova Romania (Caloocan City)
Pristina (Imus, Cavite)
Camella Dumaguete
(Dumaguete, Negros Oriental)
Camella Northpoint (Davao City)
Provence (Malolos, Bulacan)
Camella Sto. Tomas (Sto. Tomas, Batangas)
Camella General Santos (General Santos)
Camella Naga (Naga City)
Camella Tugegarao (Tuguegarao, Cagayan)
Prominenza (Baliuag, Bulacan)
Wil Tower
(Eugenio Lopez Drive, Quezon City)
Avant at the Fort (Bonifacio Global City)
Pinecrest (New Manila, Quezon City)
KL Mosaic (Legazpi Village, Makati City)
Trevi Towers (Pasong Tamo, Makati City)
Crown Tower (Sampaloc, Manila)
Symphony Tower
(South Triangle, Quezon City)
Mosaic (Legazpi Village, Makati City)
2010
No. of Ongoing
projects
31
27
258.3
247.2
2010
2009
%Change
6,584.6
5,538.6
Area of Ongoing
projects (hectares)
Sales Take Up
2010
2009
No. of Ongoing
projects
Area of Ongoing
projects (hectares)
2010
8,661.1
19%
Sales Take Up
4,082.5
2009
70
49
624.4
509.5
7,014.5
%Change
13%
778.8
510.1
53%
Gross Profit
342.6
199.4
72%
EBIT
152.9
140.3
9%
2,022.0
288.00
2
1
30%
Gross Profit
2,044.4
1,810.4
13%
EBIT
1,152.2
882.9
31%
EBIT
1,108.2
1,049.7
6%
Projects
Launched
Number
2009
3,618.2
1,387.5
6
2010
247%
1,805.3
4
2.6
333.2
Gross Profit
Number
3.0
1,156.2
22%
Value
Area of Ongoing
projects (hectares)
Sales Take Up
2,884.1
3,894.0
11
Real Estate
Revenues
3,513.7
2,991.9
13
23%
Real Estate
Revenues
Value
2009
2009 %Change
Real Estate
Revenues
Projects
Launched
2010
No. of Ongoing
projects
Projects
Launched
12,039.6
13,123.3
21
13
Value
Number
VISTA LAND ANNUAL REPORT 2010 5
PROFILE OF A SOUND INVESTMENT
Simp lif ying Accessi b ilit y
An array of San Francisco-inspired residential enclaves
that offers leisure and lifestyle choices, Lakefront’s
luxury homes and condominium suites revitalize
the metropolitan south. Strategically located in
Sucat, Lakefront’s four major access points spell
interconnectivity, with its proximity to the airport,
schools, malls, as well as the commercial business
districts of Makati, The Fort, Ortigas, and Alabang.
Lakefront is the sought after address in the Metro South.
EN COUR AG I N G D iversity
In this monolithic approach in development, Evia brings
together four major destinations south of Manila – a
natural formula for diversity. This divergence fuses the
various requirements of differing clientele through
its triad of urban areas – each with an emphasis on
appreciating a family’s needs.
Res p ecting L egac y
Having a “Modern Head with a Traditional Heart” epitomizes
the Sta. Elena City, as it melds the concept of a homecoming for
individuals who long for the comforts of nature. Within Sta. Elena
City, an affinity with nature easily comes within their reach.
Celebrating H os pitalit y
Transporting the concept of a Swiss mountain landscape into the Philippines
has come into fruition through Crosswinds. With over 20,000 speciallygrown pine trees dotting its rolling terrain, Crosswinds evokes a stunning
vista within a well-planned community. Perfect “Christmases” can be
celebrated throughout the year within this cool and lush setting. With
facilities for recreation, relaxation, and entertainment, Crosswinds is the
perfect place to celebrate life.
Unif ying Fam ily
Connecting distance between family members has been
apparent in Savannah development in Iloilo. More than
just responding to every Filipino’s dream of owning a home,
Savannah has always focused on looking after the family’s need
to be together, ensuring the proximity of the client’s houses with
their places of work, business, and education.
AT THE HELM
Vista Land and Lifescapes, Inc. continues to emphasize its mastery of the Philippine real estate industry
through its unprecedented presence in 20 provinces and 47 cities and municipalities in the Philippines.
Incorporated on 28 February 2007, their well-known brands – Brittany, Crown Asia, Camella, Lessandra
and Vista Residences – have allowed Vista Land to cater to all income segments. Product offerings ranging
from Php 800,000 (US$ 18,400) to Php 48,000,000 (US$ 1,100,000), indicate Vista Land’s commitment to
cater to the Filipino’s present and future needs.
Having built more than 200,000 homes over the past 32 years, Vista Land is a Philippine real estate market
leader. Its continued enjoyment of public confidence has enabled Vista Land to be one of the closelyfollowed listed companies in the Philippine Stock Exchange.
The confluence of such opportunities has allowed Vista Land to embark on its biggest venture to date –
the establishment of masterplanned cities. More than homes, Vista Land will be developing cities aimed
at uplifting the Filipino quality of life. Each city is a self-sustaining community with commercial centers,
schools, places of worship, office and business establishments, and recreational facilities with a centralized
thematic setting. With Vista Land at the helm of masterplanned cities Lakefront, Evia, Sta. Elena City,
Crosswinds, and Savannah, a truly global Filipino real estate superbrand has emerged.
FINANCIAL HIGHLIGHTS
INCOME STATEMENTS
2010
2009
2008
Total Revenues
12,486
10,813
11,525
Real Estate Revenues
11,339
9,630
10,436
Operating Income
2,993
2,542
3,237
Income before income tax
3,234
2,813
3,754
Net Income
3,013
2,299
2,833
Net Income (attributable to holders of Vista Land)
3,013
2,299
2,819
Cash and Cash Equivalents
3,482
3,011
5,015
Short-term and Long-term Cash Investments
3,413
136
30
60,481
54,669
52,280
BALANCE SHEETS
Total Assets
Total Borrowings
10,466
5,052
4,963
Total Liabilities
22,305
19,044
19,263
Stockholders’ Equity
38,177
35,625
33,017
CAPITAL EXPENDITURES
10,020
8,054
8,331
102
51
(308)
(5,727)
(773)
(2,546)
6,096
(1,282)
2,591
Current ratio
2.83
1.94
2.10
Debt-to-equity
0.58
0.53
0.58
Return to equity
8%
6%
9%
Return on assets
5%
4%
5%
CASH FLOW
Net cash provided by (used in) operating activities
Net cash used in investing activities
Net cash provided by (used in) financing activities
FINANCIAL RATIOS
CHAIRMAN’S MESSAGE
Dear Fellow Shareholders
2010 was a solid year for your
to take on the new challenges coming
company. Having emerged from
our way. While we recognize that the
the global financial crisis relatively
outlook for the Philippine economy
unscathed, our performance, in
and the property sector is bright, we
many respects, exceeded market
also know that such optimism brings
expectations. Vista Land’s net income
with it increased competition. In the
exceeded PHP3 billion on the back of
years ahead, the leading real estate
PHP11.3 billion in revenues. We have
players are expected to redouble their
kept a close eye on our operating
efforts to grab a larger market share
expenses while improving our gross
and, perhaps, enter new segments. profit margin from around 48% during
As such, we have harnessed our
the previous year to slightly over
considerable resources to map out a
50%. Notwithstanding intensifying
strategic plan that should ensure that
competition, our position as the
Vista Land remains at the forefront
largest, most preferred developer
among the key industry players. This
of house and lot packages in the
will mean paying close attention
Philippines, remains unquestioned.
not only to retaining our leadership
For house and lot packages – in all
in housing, but also to capitalizing
segments – whether in the high, mid,
on opportunities in other related
or low-end – Vista Land is still the
areas, such as the development of
country’s runaway leader. mid-rise buildings and commercial
establishments that cater to both
Vista Land is on track to outperform
the retail and the office sectors. It
once again in 2011 and we are excited
will also entail making our presence
Marcelino C. Mendoza
Chairman
9
CHAIRMAN’S MESSAGE
more strongly felt through an aggressive
accelerating infrastructure development
project pipeline and continued expansion
and, if successful, should be a boon to
around the country. Our CEO, in her
the country and to the property sector in
message, will outline in more detail some
particular.
of the strategic plans that have been
formulated by our management team.
The macroeconomic outlook continues
to be positive. After a record 7.8% GDP
The election of a new government
growth in 2010, a 5% to 6% official GDP
invariably brings with it fresh hope, from
growth target has been set for 2011, with
both inside and outside our borders, that
an unofficial higher “fighting target” of
the prevailing situation in our country
7% to 8%. With a benign inflationary
will improve significantly. The entry
environment, low interest rates, and
of a new administration in 2010 thus
a strengthening peso, the country is
comes with heightened expectations
expected to see an upgrade in its credit
that the domestic business environment
ratings from the international credit
will become “friendlier” and more level;
rating agencies.
hence, attracting more capital than in
the past. The importance of this cannot
In recent years, Business Process
be overemphasized given that the
Outsourcing (BPO) has been one of the
amount of foreign direct investment
bright spots in our economy and will
into the Philippines has been grossly
no doubt remain an economic pillar in
inadequate, especially when compared
the future. Growing at a 20+% pace and
to the inflows into neighboring countries.
currently employing more than 520,000
As part of its program to address this
people, total BPO revenues reached
weakness, the new government is
almost US$9 billion in 2010. It is widely
pushing for major projects to be financed
known that BPO has been one of the key
and implemented through Public-
drivers of the real estate market and this
Private Sector Partnerships (PPP). PPP
is expected to continue. Already, the
is being promoted as a key catalyst for
country has been dubbed the “Call Center
Capital of the World,” a title once held by
remain vigilant, knowing that such prudence
our Indian neighbors. This has helped
has helped us maintain our performance
spur demand in the property sector as
standards throughout the recent economic
employees seek dwellings within close
turmoil.
proximity to their workplace.
To all our partners, thank you for your
Remittance flows, too, have been robust
unwavering support.
and continue to hit record levels. In 2010,
official remittances reached $18.7 billion
and are expected to breach the US$20
billion mark in 2011. The mortgage
financing market has also contributed
to a fairly hospitable environment for
property buyers with fixed rates at single
digit levels and available tenors going
beyond twenty years. These are indeed
good times for the real estate industry in
the Philippines.
MARCELINO C. MENDOZA
Chairman
I am pleased to report that we have
taken full advantage of the favorable
economy and strengthening industry
growth and will work hard to maintain
our performance standards. However, the
global economic crisis, which for some
is fast becoming a distant memory, has
not been forgotten by our group. Yes, we
are optimistic about the future, but we
PRESIDENT’S REPORT
Dear Fellow Stakeholders
The year in review, I am happy to report,
began and ended on a positive note. As
our Chairman stated in his message, we
exceeded many of our key targets this
year. For the first time, our company’s
quarterly sales take up breached the
PHP5 billion mark to start the year, and
we were successful in bringing about an
improvement in sales take up every quarter
thereafter. Revenues hit a record PHP11.3
billion and company earnings exceeded
PHP3 billion. There is every indication that
2011 will prove to be a record year for the
company in terms of sales take up, revenues,
and net income. We continued to expand our presence
nationwide and, we now have residential
subdivisions in 20 provinces and 47 cities
and municipalities nationwide, having
launched 33 projects with an estimated
total value of PHP20.4 billion By a wide
margin, Vista Land is the number one
property developer selling house and lot
packages in the Philippines. In 2010, we
delivered more than 5,400 houses. To date,
we have built more than 200,000 houses
for Filipinos from all walks of life and, we
are proud to report that all our brands –
Brittany, Crown Asia, Camella, Lessandra,
and Vista Residences – are rapidly growing
in popularity.
We believe that the real estate sector is
in the midst of an upswing and we are
determined to execute plans that will allow
us to benefit from the increasing demand. Although Vista Land is primarily a housing
developer, we do possess considerable
expertise in other facets of the business.
Vista Land is not new to developing midrise and high-rise projects, with 16 vertical
developments ongoing. We also have
in-house expertise in the planning and
construction of commercial centers. As such,
while we have certainly not taken our eye
off the house and lot market segment, our
medium to long-term strategic initiatives
will involve the development of major
masterplanned communities in key urban
areas that will cater to the needs, beyond
housing, of the community at large.
In the succeeding years, we are focusing
on five flagship projects that will have a
significant impact on revenue growth.
These are – The Lakefront in Sucat,
Muntinlupa, Evia in the Las Piñas-Cavite
area, Sta. Elena City in Sta. Rosa, Laguna,
Crosswinds in Tagaytay, and Savannah in
Iloilo.
The Lakefront is a 60-hectare community
about 10 kilometers from the central
business district. Included in the completed
residential subdivisions are: San Franciscoinspired La Posada, which was completed
in 2006; Presidio, a picturesque cluster of
eight buildings complete with amenities;
and Brittany’s Marfori, an 18-storey building
turned over in 2008. In view of resurgent
demand for dwellings in mid-rise buildings,
Benjamarie Therese N. Serrano
President & Chief Executive Officer
13
we are also planning to launch additional
mid-rise buildings within The Lakefront
community.
Our largest project is Evia – a sprawling
600-hectare masterplanned community
that will be developed over several years.
Subdivisions under four brands – Brittany,
Crown Asia, Camella, and Lessandra – have
already been completed. Among these are
the Italian-themed Portofino and Ponticelli
under the Brittany and Crown Asia brands,
Cerritos Heights under Camella, and
Lessandra.
A landmark structure of Evia is Fernbrook
Gardens, recognizable by its distinctive
transparent dome and opulent architecture
complete with a waterway navigable by
gondola. In keeping with the Italian theme
of our successful Portofino, Ponticelli,
and Cerritos subdivisions in the Evia area,
Fernbrook has adopted a distinctive European
theme complete with gondolas, horse-drawn
carriages, and costumed personnel. Further down south, about 60 kilometers
from Makati, is our Sta. Elena development.
Already completed are Crown Asia’s Valenza
located by the main highway and Brittany’s
Georgia Club subdivision, an American
South-themed residential enclave dotted by
decades-old trees and a bird sanctuary.
Our fourth major project is Crosswinds in
Tagaytay – a 100-hectare leisure project
catering to families seeking second homes
away from the city. Pine trees cover
rolling hills, which, with the cooler climate,
contribute to a Swiss Alps ambience.
The last masterplanned city is Savannah in
Iloilo, a multi-faceted community of four
enclaves in a sought-after residential address.
It houses both the Crown Asia and Camella
brands as it sprawls along its the magnificent
homey countryside of the province. Its wellmanaged amenities feature an e-friendly
environment that is also hospitable to the
physically handicapped. Its pet-friendly
community caps this family-oriented
development.
As has been widely reported in the press,
we have announced our intention to build
a sizeable leasing portfolio that should
Brittany
REAL ESTATE REVENUE
Real Estate Revenue up by 18%
(in PhP Billion)
2009
Crown Asia
19%
Camella
22%
Communities Philippines
13%
Vista Residences
53%
9.63
0.51
3.62
2.88
1.26
1.35
2010
11.34
0.78
4.08
3.51
1.51
8%
1.46
generate about PHP1 billion in revenues
in about five years. Our foray into the
leasing market will not require us to
acquire additional land. In many of our
major projects, we have already reserved a
portion of land for commercial purposes.
Today, having reached critical mass in
many of these projects, we intend to move
forward to the commercial development
phase. We are currently negotiating with
anchor tenants for key projects and we
expect agreements to be concluded within
the year. We ended the year with 1,662
hectares of land, which will take about 10
years to develop. Any further acquisitions
of land will be undertaken with a view to
a relatively rapid turnaround in project
development. The plans I have enumerated will require
significant cash outlays over the medium
term – our capital expenditure program
for the next three years alone will total
about PHP45 billion. We have therefore
taken steps towards funding part of our
capital expenditure budget. I am happy
to report that our successful debut in the
international bond market during the
REVENUE DISTRIBUTION
2009
Above: International bond deal roadshow team with lead underwriters, UBS and
Morgan Stanley
fourth quarter raised US$100 million for
the company. In addition to diversifying
our sources of financing, this endeavour
should improve our standing in the
international investing community as we
gradually establish a strong, positive track
record. We have adopted appropriate
strategies to hedge the foreign exchange
risk of this dollar debt, and will continue
to do the same for any future foreign
currency borrowings. 2010
Brittany
Crown Asia
Camella
30%
5%
14%
31%
38%
13%
7%
13%
Vista Residences
36%
13%
SALES TAKE UP
(in PhP Billion)
20.59
2.03
16.74
2.16
1.86
6.58
2.00
5.54
8.66
7.01
1.16
0.33
2009
2010
Brittany
9%
Crown Asia
8%
Camella
19%
23%
Vista Residences
247%
CAPITAL EXPENDITURES
(in PhP Billion)
8.0
10.0
Please allow me to take this opportunity to thank
you all for your continued belief in our company.
1.6
5.6
4.0
Land Acquisition
Land Development
Construction
2009
As in the past, we have always considered it
important to keep the market informed of Vista
Land’s plans and prospects. Since going public
in 2007, the company has held quarterly investor
briefings, one-on-one meetings, and some of our
senior officers attend forums overseas conducted
by the major brokerage houses. In this regard, I
am pleased to note that we followed the roughly
80% return in our share price performance in 2009
with a 72% return in 2010. Furthermore, coverage
of our stock has actually risen and, although our
share price has already appreciated considerably,
all brokerage houses covering us have maintained
their “buy” ratings on Vista Land – a vote of
confidence from stock analysts who clearly see
significant upside potential in our company. Rest
assured that we will continue to do our utmost to
meet these expectations and bring value to our
loyal shareholders.
2.8
2.2
1.8
16
We have also made great strides in strengthening
our relationships with the local banking
community. The positive operating environment
for property companies has enabled us to forge
agreements with banks that go beyond traditional
bilateral loans. For instance, we have concluded
several transactions enabling us to liquidate
some of our receivables. We have also formed
partnerships with major banks with overseas
branches that will provide our customers with
suitable home financing options.
2010
BENJAMARIE THERESE N. SERRANO
INTERVIEW WITH THE FOUNDER
The Tale of a Master Builder
and His Communities
Sen. Manuel B. Villar, founder of Vista Land &
Lifescapes, Inc., reminisced on the company’s
humble beginnings in the 70s. “All I know is that I
did not want to be employed,” the Senator, fondly
known as MBV, stated. With experience obtained
from helping his mother buy and sell seafood,
he knew that it was his destiny to become an
entrepreneur.
After graduating from the University of the
Philippines with a degree in Accountancy, MBV
tried his hand in expanding the family’s seafood
business. However, this initial attempt was
unsuccessful. Hence, he decided to be an employee
– working for Sycip Gorres Velayo & Co. and an
investment bank. His employment exposed him to
the construction industry. With an employee loan,
he purchased two trucks and began selling gravel
and sand. It was in this venture where he learned
the housing business. At the age of 25, his first
company, Camella, was born.
We are now looking into
ensuring quality, and
developing clearer and
sharper strategies.
MBV’s first Camella house and lot buyer was an
Overseas Filipino Worker (OFW). This first purchase
commenced his affinity with OFWs and enabled
him to understand their needs, wants, goals and
aspirations. Succeeding buyers consisted mostly
of OFWs who perceived Camella as the company
that understood what they wanted in a home. To
date, more than 200,000 homes have been built by
Camella. Vista Land, its holding company, has been
the premiere housing developer in the Philippines.
MBV’s success in business led to a desire to help
his countrymen. He ran and won a congressional
seat in Las Pinas. He earned the respect of his
colleagues and his contstituents as he became the
Speaker of the House. After his stint in the Lower
House, he became a Senator and led the august
body as Senate President.
INTERVIEW WITH THE FOUNDER
The Master Builder and the OFW
“My first buyer was an OFW,” stated MBV. “In my
frequent talks with the OFW buyers, I began to have
a deep understanding of their need to have concrete
proof of their hard work abroad away from their loved
ones.” The time spent away from their families is
compensated by their ownership of their own home.
“My company was the first to offer an amortization
scheme that was attractive to the OFW market. I
made sure that the downpayment and the monthly
payments were something that was affordable for the
ordinary OFW. This strategy worked and my company
is now one of the most trusted names in housing in
this sector,” MBV quips.
The Master’s Vision of a Crown
After delving into low cost housing, MBV thought
that the Filipino could have houses similar in quality
to the ones abroad. With his many trips overseas, he
was confident that the market was ready to move up.
“Why can’t the ordinary Filipino have a world-class
home?” he wondered.
His curiosity led him to look into the middle-income
market in the 90’s. He figured that this group was not
too adversely affected by the Asian financial crisis
– and that they continued to be employed. This led
to the establishment of Vista Land’s middle-income
brand, Crown Asia.
It was a bold move for Vista Land. Increased sales
in Crown Asia showed that MBV had the correct
mindset. Vista Land was ready to expand into new
and unexplored markets.
The Master’s Vision
“Everyone can expect a more aggressive and driven
Vista Land,” MBV began narrating. “I never realized
how much I missed the business. We are now looking
into ensuring quality, and developing clearer and
sharper strategies.” He adds, “Although Vista Land
remains number one in housing, it has not been given
the recognition it deserves”. With this, MBV foresees a
more competitive and determined Vista Land leading
the industry.
MBV reiterates that Vista Land has various offerings
covering all market segments. Lessandra, a Vista Land
brand known for its low-end townhouses, has been
registering increased sales. Camella has upgraded
and is now the preference of the middle market.
Camella’s quality has gone towards the aspirational
segment vis-à-vis local developers in its province or
area. Crown Asia is the preferred brand of the upper
middle-class. Brittany is for the high-end market
segment.
“Sa katuparan ng inyong pangarap” (In fulfilment of
your dreams) was Camella’s first slogan. This lives
on for the entire Vista Land group as its driving
force. There is constancy in the company’s approach
to providing a home for every Filipino. The only
change is their continuous pursuit for quality and
the upliftment of services in the communities.
This commitment stretches from Tuguegarao to
Zamboanga – from the Ilocanos to the Chavacanos.
“I would like to be known not as the man who built
the most number of houses – but the one who has
built the most number of homes for Filipinos,” MBV
explained.
In the next 18 months, Vista Land expects to open
more communities in new cities. Nevertheless,
the fundamental services of education (schools),
recreation (various amenities), and religion (churches)
are still an integral part of the plan.
The Master’s Strokes
MBV’s gaze has shown a depth of entrepreneurial
wisdom that seem to pass through his mind in a flash.
“It is the buyers who define their needs,” he said. This
wide array of requirements creates opportunities for
Vista Land. Anticipation of what these needs are is
the challenge for Vista Land. However, as the master
builder, MBV’s breadth of perspective is wider than his
peers.
MBV watches his customers closely, appreciates
their needs intimately, and offers these gifts to them
generously.
IN THE
VISTA STUDIO
A Master dips his brush into the first hue of paint on his palette. He looks at
his blank canvass and embarks on a journey to create an obra maestra. His
brush touches the white canvass – a slow but passionate transformation
towards the Master’s imagination. This artistic expression transcends
the canvass as it aims to evoke the same passion and awe from its future
spectators. Each one is a crescendo offered as a feast for one’s vision.
Each Vista Land development is a canvass that embosses the concept
and the design inspired by international scenery and perfected in its
local adaptation. It transcends symmetry as each element evokes poetry.
The proportion of beauty and functionality pervades social classes and
nationalities, as these are influenced by the market’s expectations. The
geometry of each view is a scenery to behold and remembered for a lifetime.
The consistency in executing each part celebrates the grandeur of the whole.
A master plan aims to meld together differing tones, textures, sounds, sights,
and cultures. It provokes one’s dream of building their life, their family. A
resident’s family rests soundly in its serene albeit stimulating surroundings
painted on Vista Land’s canvass.
A Living Community. Masterplanned for Accessibility.
Driven by a vision of building homes for every Filipino
family, Vista Land, the Philippine’s largest home builder,
turns Lakefront into Sucat’s sought after premier address.
Lakefront, the 60-hectare masterplanned and San Francisco-inspired development,
transforms the once quiet locale of Sucat into a thriving residential community
bustling with life. It is home to Vista Land’s five residential enclaves, each filled with
vibrancy and its own diverse personality. With luxury homes in La Posada, Marina
Heights, and Victorianne, the ready-for-occupancy condominium suites, and units
at The Marfori, and the Presidio, Lakefront is notably identified as the only urban
development in Metro Manila that has an unobstructed 180 degree view of the
Laguna de Bay and Sierra Madre Mountain ranges.
Lakefront exudes with promise and opportunity of interminable growth. It is the site
of fresh and innovative things of a rising community, revitalizing the metropolitan
south. There will be four major access points — through East Service Road by
the Sucat Exit, other side of the East Service Road which is a kilometer away from
the Bicutan Exit, the South Railway spanning Clark, Pampanga and Bicol, and the
Circumferential Road 6 (C-6) link that leads all the way north to Marikina. The said
future C-6 link will serve as a gateway to the growing southern cities of Santa Rosa and
Cavite.
Having the interconnectivity and the guarantee of easy access, with verdant greens,
fresh bay breeze, and fantastic views of Laguna Bay and the Sierra Madre Mountains,
living in Lakefront is akin to having a daily getaway.
With Vista Land’s more than 30 years of homebuilding experience and eye for detail, homeowners
are assured of round-the-clock security coupled
with exclusive and exceptional amenities that
are available in all of its enclaves. It also has its
very own lifestyle and entertainment complex
spanning eight hectares that will soon become
home to offices, business process outsourcing (BPO)
facilities, as well as various commercial enterprises.
Lakefront offers practical living without
compromising the bliss of having a home with
scenic views and fresh air. It simply puts forward
the opportunity to enjoy and experience the best of
both worlds.
Lakefront is a living community, masterplanned for
accessibility.
Lakefront offers
practical living
without compromising
the bliss of having
a home with scenic
view and fresh air.
A Diverse Community.
Masterplanned for Connectivity.
Three prominent developments embrace Evia: Portofino,
Ponticelli, and Cerritos. Portofino is Brittany’s showcase
whereas Ponticelli is Crown Asia’s offering to their market.
The meaning behind these names – fine gateway (Portofino)
and bridge to the sky (Ponticelli) – are apt descriptions of this
development’s proposition of connectivity. Camella’s little hills
(Cerritos) complete this diverse community.
Traversing major destinations south of Manila, Evia interconnects various towns
and cities – Alabang in Muntinlupa to the Eastern part of Las Piñas (consequently
connecting Bacoor, Cavite and San Pedro, Laguna); the South Luzon Expressway
(SLEX) to Makati, Ortigas, and Quezon City; Molino / Aguinaldo Highway to Tagaytay;
and the Coastal Road of Manila Bay to Manila, Caloocan, and Bulacan. Construction
of another exit via SLEX is underway.
The meaning of Evia’s name may be anything to those who interpret it. To some,
the use of the letter “e” may refer to electronic – which is the means of connecting to
society nowadays. Via, on its own, means “passageway.” From the various amenities,
it shall connect the elements of life (business and pleasure), time (past, present, and
future), and family (from one generation to another). Again, such interpretation is
consistent with the development’s positioning.
This DiverseCity, as it has been tagged, is an aggrupation
of exactly such – a multitude of elements that are relevant
to individuals, families, and enterprises alike. One of the
fundamental needs that Evia responds to is education
through the University Town. Children of families residing
in the area will also have opportunities for recreation –
enjoying a stroll along the water (The Riverwalk), and in the
mall (Lifestyle Center, The Parks). Office buildings shall be
dedicated to business process outsourcing firms and similar
entities. Amidst these myriad locators will be a place for
celebration in a unique and exquisite setting -- The Fernbrook
Gardens.
This variety of experiences is housed in each microcosm of
a district concept – a development within a development.
Nevertheless, as an integral whole, this concoction of work
and play allows the residents and their families to accentuate
what is essential – time. With the choice residences being
Above: Mountain biking around Evia.
With its initial
offering of
amenities, Evia is
poised to become
the choice location
in the south.
offered at varying price points, parents who want their children to enjoy the same
lifestyle they have may do so through Amore. On the other hand, for professionals
who want to enjoy the fruits of their labor, Ponticelli is the brand. Portofino is the
choice for more exclusivity.
With its initial offering of amenities, Evia is poised to become the premier location
in the South. Its features seek to develop the different facets of the individual and
the community. Work, education, leisure, worship, sports and celebration are each
given due recognition.
This newfound interpretation of masterplanning is called Evia.
Above: Evia’s Fernbrook Gardens
at night. Below (L-R): The covered
bridge, the gondola at the river, and
the gilded carriage at Fernbrook
Gardens.
A Traditional Community.
Masterplanned for Style.
The charm of the old world enthralls modern day
residents. The masterplanned city of Sta. Elena
City located in the town of Sta. Rosa in Laguna,
represents both tradition and modernization
at its heart. With the influx of industrial,
manufacturing, and service companies at its
fringes, Sta. Elena City flourishes in its own style
with its classic look and architecture. It affixes
on its signature of old-world purity a rapidly
progressing environment.
Sta. Elena City embraces the residents’ desire to be ‘alive,’
that is, to live in the natural terrain of their hometown.
Enveloped in the realm of the past, Sta. Elena City opens
itself to future possibilities as it continues to receive
veneration from those who revere tradition.
AuthentiCity, as Sta. Elena’s theme, allows mores and
institutional beliefs to flourish in alliance with the
comfort and convenience that growing families desire.
Its voice of genuineness and realism shall move its
visitors and residents towards ensuring the preservation
of Sta. Elena City’s serenity.
It values how residents ‘live.” Nestled in the bustling town
of Sta. Rosa, it is within walking distance from major
manufacturers, educational centers, and recreational
venues (with its proximity to popular golf clubs, Batangas
Sta. Elena City
embodies a vision that
has been translated
into its residential
enclaves.
Top Left: Boating at the Hacienda Sta. Elena Lake
Above: Taking a nice walk through the trails of Belle Reve
Right: Scenes from Georgia Club
beaches, and Tagaytay country homes), Sta. Elena
City appreciates the importance of the quality of its
residents’ lives.
Sta. Elena City embodies a vision that has been
translated into its residential enclaves – Augusta,
Georgia Club, Valenza, Belle Reve, Fontamara,
Promenade, La Residencia and Hacienda Sta. Elena
City. Its 45-minute accessibility to the metropolis via
the SLEX / Sta. Rosa exit or through the Asia Brewery
/ Greenfield exit has allowed its residents to enjoy
country living with city life.
Another development, Georgia Club, is an integral
member of this AuthentiCity. This 15-hectare
development respects the natural terrain through the
design of its homes and amenities. Considered as the
mecca for nature lovers, this community continues to
give honor to nature by making its woodlands home to
1,200 trees that are over 50 years old (narra, mahogany,
acacia, and gmelina). A survey of the Wild Bird Club
of the Philippines states that about 25 different bird
species enjoy Georgia Club’s fresh air. The presence
of lichens and fireflies bear witness to this unpolluted
environment.
In the same Canlubang-Sta. Rosa-Cabuyao belt in
Laguna, Camella La Vecina at Dos Rios has a joint
venture to develop a piece of 20-hectare land. True
to its commitment, this Camella development prides
itself of its comfortable location near educational
institutions, churches, hospitals, and recreational
venues (Enchanted Kingdom).
Sta. Elena City is truly masterplanned for style.
An International Community.
Masterplanned for Hospitality.
Rolling out the quintessential experience of hospitality in the
Philippines allows a unique experience in a grand setting at
Crosswinds – a leisure and family destination with a year-round
Christmas theme. Crosswinds is the epitome of Philippine hospitality
in a refined setting.
Amidst a rolling terrain lined with verdant and lush pine tree “forests,” Crosswinds has Swiss
chalets, a clubhouse, recreational areas, leisure activities, and a residential condominium.
It also allows non-homeowners to sample the Crosswinds experience with a hotel run in
partnership with Hotel International, Inc. (HII).
Families who enjoy the refuge of this mountain retreat will be filled with the knowledge of
how to enjoy nature as it should be. A haven for individuals and families who want to get
away from the harried city life, it is swathed with
20,000 pine trees – coolly welcoming them to this
exclusive place 2,500 feet above sea level in the resort
city of Tagaytay.
This 100-hectare prime land has been divided into
four distinct enclaves: The Swiss Quadrilles (four
homes to a structure), The Grand Quartier (a mediumrise condominium overlooking Tagaytay’s grandeur),
Deux Pointe (two homes to a structure), and Custom
Home Sites (design-your-own chalet). These features
are stamped with Brittany’s highest standards –
designed together with their respective owners –
with each addition becoming a contribution to their
magnum opus nestled in Tagaytay.
Residents of The Swiss Quadrilles shall enjoy the
intricate architecture of their home on the “hillside.”
Following the natural contour and curve of the land,
the inviting surroundings allow enjoyment of serenity
and tranquil surroundings.
Top right: Elegant dining at the Grand Quartier
Below right: The swimming pool and jacuzzi
Below: Al fresco cafes within Crosswinds
CrossWind’s hospitality is a testament to living a
lush life in Tagaytay. It is a dual masterplan of the
developer’s foresight and residents’ delight.
Residents of The Grand Quartier enjoy the serenity of their
surroundings from their balconies. They may also immerse themselves
in various activities on the ground – at the infinity pool, the spa, gym,
function hall, or coffee shop.
Above left: The year-round
Christmas Store.
Above right: The Swissinspired chalets.
Deux Pointe has its name appropriate to its location and positioning.
Literally translated as ‘two points,’ this development is aptly positioned
as a second home, or an investment. Its peak location gives tribute to
the ‘pointe’ as its duplexes celebrate the high life.
Finally, a family’s desire to have the Swiss chalet of their dreams may
be realized through Montreux Ville, Pine Grove, and Peak View & Cedar
Brooks. Each of these areas is private and exclusive, allowing each
family to choose the lot size where their custom home shall stand tall.
Crosswinds’ hospitality is a testament to living a lush life in Tagaytay.
It is a dual masterplan of the developer’s foresight and the residents’
delight.
A Unified Community.
Masterplanned for Families.
Known as the “Queen City of the South,” Iloilo has evolved from just
being one of the major provinces of the Philippines to an economic,
cultural, and heritage center in the Visayas region. Its strategic
location has made it one of the most accessible cities in the
Philippines - the city is only 45 minutes by plane and 18 hours by
ship from Manila. (From Cebu, another recognized urban province
of the country, Iloilo is only 25 minutes by plane.) Iloilo City is
widely recognized as one of the business and government gateways
to the Visayas region.
Georgia International School at Savannah
Savannah’s clubhouse and swiming pools
Famous for being one of the more popular tourist destinations
in the country, Iloilo has numerous fiestas and events – from the
religious feasts or ‘fiestas’ at the barangay level to a city-wide
Mardi Gras. Notable events such as the ‘Dinagyang Festival’ (a
similar fiesta in honor of the Sto. Niño, following Cebu’s Sinulog
and Kalibo’s Ati-Atihan festival), and ‘Paraw-Regatta’ (the largest
sailing event in the Philippines) are just a few of the many colorful
and lively annual celebrations showcasing the ancestral history of
Iloilo City.
Now, Iloilo City has another jewel to add to its crown, Savannah,
the largest and most beautiful lifestyle-themed community by the
leading masterplan developer, Vista Land. Savannah, the grand
flagship development of Vista Land in Iloilo, is only 15 minutes away
from the Iloilo Airport in Sta. Barbara, and 20 minutes away from
Iloilo City’s biggest shopping mall, hospitals, as well as a stretch of
restaurants and entertainment centers.
From the stately themed-houses to high-standard amenities and
security it offers, the scenic grasslands of Polo, Maestra Vita, Oton,
which is accessible through Jibao-an, Pavia, present a magnificent
view and homey embrace of a refreshing countryside, making
Savannah a popular and the most sought-after residential address in
Top: The two-storey homes
of Savannah
Middle: Fly fishing in
Savannah’s lake.
Bottom: Playing in
Savannah’s university-size
football field.
As the grandest urban center
in Iloilo, ongoing and future
developments include commercial
and lifestyle centers, school,
church, and even an IT center—
making Savannah truly a city
within a city for one’s social,
cultural and economic activities.
Iloilo City. Savannah is located across three barangays — Oton, Pavia, and San Miguel,
which is inspired by the biggest and largely scenic colonial city of the state of Georgia. Its
accessibility will be further enhanced with the opening of new direct transport routes, as
well as shuttle services from the property of Molo Plaza, Jaro Plaza, Plaza Libertad, and
the People’s Terminal in Ungka Pavia.
Savannah is a masterplanned city composed of four communities namely, Crest, Glades,
Trails, and Glen, which offer homes from the upper middle segment of Vista Land’s Crown
Asia brand, to the affordable yet quality houses of Camella.
Savannah also boasts of its well-managed and maintained amenities such as a stable
water supply system, air-conditioning, telephone lines, internet connection, back-up
power supply, cable and satellite feeds, club houses, swimming pools, tennis courts, a
golf course, gym, playground, and even a day-care center. All these are backed by a 24hour security and presence of CCTV cameras that are strategically positioned in all of the
four existing enclaves of Savannah.
As the grandest urban center in Iloilo, ongoing and future
developments include commercial and lifestyle centers, school,
church, and even an IT center – making Savannah truly a city within
a city for one’s social, cultural, and economic activities.
This unified community of Iloilo city is truly master planned for
every family.
Top left: The kiddie playground and slide.
Below left: The gazebo and al fresco gardens.
REVIEW OF OPERATIONS
Known for its uniquely themed
luxury houses, this upscale brand
is set in the various premiere
developments of Vista Land. Since its
inception in 1993, Brittany has been
known to create artfully designed
homes and estates – equating the
brand with luxury and affluence.
Its classic architecture and today’s
modern conveniences have been
merged to reflect Brittany’s esteem
for magnificence – and thus, has
earned a position of being a highlyprized property today.
Market
Upper-Middle-income
Price
Php 3.5M to 9M
Offering
House & Lot
(Mega Manila)
Sales Take Up
(in Php Million)
Php 2,000.0 (2009)
Php 2,163.4 (2010)
Sales Take Up
Contribution
12% (2009)
10% (2010)
Revenue
Contribution
13% (2009)
13% (2010)
Its exclusive house and lot packages
priced above Php 9 million earned
revenues for Brittany of Php 1.46
billion in 2010, an 8% increase
from 2009. Its 2010 Sales Take Up
increased by 9.27% from Php 1.86
million to Php 2.03 million.
Its current developments include
the following: in Alabang – Amore,
Portofino Courtyards, Portofino
South in Alabang; in Sta. Rosa,
Laguna – Georgia Club, Augusta;
Tagaytay City – Crosswinds; and in
Sucat, Muntinlupa – Marfori and La
Posada.
Targeting the upper- middle
market housing segment in
Mega Manila, Crown Asia’s
product offerings showcase a
combination of the professionals’
dreams and their family needs.
Priced between Php 3.5 million
to Php 9.0 million, Crown Asia
has contributed to the Filipino’s
aspiration of a higher standard of
living.
Since its inception in 1995,
its fidelity towards strategic
location and optimal land use
has surpassed time. It has
echoed enchantment across
its development – from the
completion of the La Marea
project in San Pedro, Laguna to
40
Ponticelli
Market
High-end
Price
Above Php 9M
Offering
House & Lot; Leisure
(Mega Manila)
Sales Take Up
(in Php Million)
Php 1,856.3 (2009)
Php 2,026.8 (2010)
Sales Take Up
Contribution
11% (2009)
10% (2010)
Revenue
Contribution
14% (2009)
13% (2010)
Portofino South
the launching of Valenza in Sta.
Rosa, Ponticelli in Alabang. Sales
Take Up in 2010 increased by
8.14% from 2009.
Its thriving developments are as
follows: Cottonwoods (BayugoBuliran, Antipolo), Maia Alta (Brgy.
Dalig, Antipolo), Mia Vita (Brgy.
Dalig, Antipolo), Mille Luce (Brgy.
San Roque, Antipolo), Woodberry
(Bayugo-Buliran, Antipolo), Amalfi
(Dasmariñas, Cavite), Amici (Daang
Hari, Alabang), Carmel (Bacoor,
Cavite), Citta Italia (Cavite), Fortezza
(Cabuyao, Laguna), Marina Heights
(Sucat, Muntinlupa), Ponticelli
(Daang Hari, Alabang), Valenza
(Sta. Rosa, Laguna), and Brescia
(Commonwealth, Quezon City).
Market
Middle Income
Price
Below Php 3.5M
Offering
House & Lot
(Mega Manila)
2010 Sales Take Up
(in Php Million)
Php 5,538.6 (2009)
Php 6,584.9 (2010)
Sales Take Up
Contribution
33% (2009)
32% (2010)
Revenue
Contribution
30% (2009)
31% (2010)
The roots of Vista Land’s Camella
began in the early 70s with its first
development project undertaken
by its founder, Manuel B. Villar, Jr.
With his leadership and vision, Vista
Land continues to fulfill the hopes
and aspirations of the Filipino
family.
Over the years, Camella has evolved
to become the country’s trusted
and most preferred brand when it
comes to housing. Servicing the
middle, affordable and low-cost
housing sector as well, it boasts
of value for money family homes
and lifestyle residences still suited
with Vista Land’s notion of ensuring
efficient and effective execution of
its master plan.
Camella contributed Php 3.51
billion in revenues in 2010, a 30%
increase from 2009. Its Sales Take
Up in 2010 increased by 18.9% from
Php 5.5 billion to Php 6.6 billion.
With more than three decades
of experience in real estate, its
offerings of single-family residences
and affordable homes have been
coupled with accessible locations
in key areas around the metropolis.
It has also ventured into two-
storey townhomes and low-rise
condominiums.
Its current developments across
the country are as follows: La
Montagna Estates (Teresa, Rizal),
Cerritos East (Pasig City), El Paseo
(Novaliches, Quezon City), Grande
Vita (Bignay Road, Valenzuela),
Nova Romania (Novaliches, Quezon
City), Siena Villas (Caloocan City),
Tierra del Sueño (San Jose del
Monte, Bulacan), Bella Vista (Gen.
Trias, Cavite), Cerritos (Daang
Hari, Alabang), Colina (San Pedro,
Laguna), Lessandra (Bacoor /
Dasmariñas, Cavite), Merida (BF
Resort, Las Piñas), Siena Villas
(Bacoor, Cavite), Terrassa (Imus,
Cavite), Tierra del Fuego (Gen. Trias,
Cavite).
REVIEW OF OPERATIONS
A Brand’s Commitment
The OFW has been instrumental
in building this brand – and they
have continued to be a major
market. It renews this promise
to this sector in December 2010
through a nationwide Christmas
Tree Lighting Ceremony, an
exclusive event for seafarers and
their families, in partnership with
SmartLink.
COMMUNITIES
P H I L I P P I N E S
Communities Philippines has a
vision of building world-class
homes for every Filipino family and
masterplanned cities across the
nation under the flagship brand
of Camella and Lessandra. From
the northern to the southern part
of the Metropolis, Communities’
registers a bullish market presence
with a revenue of Php 4.08 billion
in 2010, a 13% increase from 2009.
Market
All price points;
primarily Camella
and Lessandra
Brands
Offering
House & Lot
(outside Mega
Manila)
2010 Sales Take Up
(in Php Million)
Php 7,014.5 (2009)
Php 8,661.1 (2010)
Sales Take Up
Contribution
42% (2009)
42% (2010)
Revenue
Contribution
38% (2009)
36% (2010)
Its developments include the
following: Camella Northpoint
(Davao City), Provence (Malolos,
Bulacan), Camella Sto. Tomas (Sto.
Tomas, Batangas), Positano (Davao
City), Camella General Santos
(General Santos), Camella Naga
(Naga City), Camella Tuguegarao
(Tuguegarao, Cagayan), and
Prominenza (Baliuag, Bulacan).
The Plans and Prospects
Lessandra, Camella’s townhouse
modules, continues to expand in
the peripheries of Metro Manila
– Cavite, Bulacan, and Batangas.
It has also extended its reach to
Bicol, Cebu, Iloilo, Bacolod, Davao,
and Cagayan de Oro in the last
quarter of 2010, two new enclaves
– Orchard and Pine Grove – will
open in Iloilo.
The venture into vertical
development began in 2004
when Vista Land launched Marfori
Towers at Muntinlupa City – its first
residential condominium offering.
After three years, the premiere
home builder has 13 condominium
projects in varying degrees of
development – completed, under
construction, or expected to rise in
the future.
has also integrated its expertise
in space planning, and flair for
finding accessible and attractive
locations here. In addition,
Vista Residences displays the
company’s commitment to assume
a chief role in this sector, creating
greater awareness of Vista Land’s
capabilities as well as enhancing
efficiencies in their resource
distribution.
Although Vista Residences is
a relatively new player in this
high-rise or multi-level property
development industry, it brings
its three-decade experience of
building homes, developing
properties, and creating
masterplanned communities. It
Vista Residences has assumed
responsibility for the portfolio
of home condominium projects
previously held by Vista Land
subsidiaries such as Brittany, Crown
Asia, and Camella Homes. Vista
Residences contributed Php 778.8
million in revenues in 2010, 53%
increase from 2009.
Market
Low to High-end
Price
Php 1.9M to 16M
Offering
Vertical projects
(Mega Manila)
2010 Sales Take Up
(in Php Million)
Php 333.2 (4Q 2009)
Php 1,156.2 (2010)
Sales Take Up
Contribution
2% (2009)
6% (2010)
Revenue
Contribution
5% (2009)
7% (2010)
Its current developments include
the following: Mosaic (Greenbelt,
Makati City), KL Mosaic (Legazpi
Village, Makati City), Salcedo
Square (Salcedo Village, Makati
City), Laureano de Trevi (Chino
Roces, Makati City), Avant
(The Fort, Taguig City), Pacific
Residences Tower (Taguig City),
Symphony Tower (South Triangle,
Quezon City), Pine Crest (New
Manila, Quezon City), Madison
Place (Cubao, Quezon City), Wil
Tower (Eugenio Lopez Drive,
Quezon City), The Currency
(Ortigas, Pasig City), Crown Tower
(Sampaloc, Manila) and Northpoint
in Davao City.
CAMELLA HOMEOWNERS
Of First Houses and Vista Land:
One of the First Among Camella Homeowners
Ernie and Belen Celestino looked back to
their early married life and recounted their
first step towards their future. In the 70s, the
couple worked at San Miguel Corporation
(SMC) where Mrs. Celestino was part of the
Accounting department, and Mr. Celestino
was a salesman. As employees, they had the
opportunity to avail of several benefits not
only for themselves but also for their family.
The First Step
Their company’s housing loan allowed the Celestinos
to have their own home. Mrs. Celestino narrated
that they initially wanted to purchase a lot, as they
felt that they did not have the time to get into the
details of building a house. It was in 1978 when they
began to look for one. The couple went to various
cities in the Metro but it was at Camella in Las Piñas
where they felt at home. Apart from having a peaceful
environment, it was the hassle-free relationship
that they experienced with Camella that made the
Celestinos make the final decision of purchasing a lot.
The relationship went further as the couple hired
Camella to construct their house. Their home was
finished in 1980 and they immediately moved-in.
Camella provided additional help in refining and
maintaining the Celestino home in the first few years
of their stay.
Taking a Leap to the Present
Today, the same house has become witness to the
various changes in the Celestinos’ family life. Camille,
their eldest child, is a doctor and is currently a
radiologist at the National Kidney Institute. Ernesto,
their second child, is a banking professional. The
youngest son, Francis, is studying a multimedia
course at the De La Salle-College of Saint Benilde.
The Celestino home serves as a haven for the
Celestino family’s activities. Upon their retirement
from SMC, the Celestino couple decided to enter into
entrepreneurial and educational endeavours. As
Mrs. Celestino values her personal growth through
education, she decided to take up a Master’s degree
in Business Administration at the Polytechnic
University of the Philippines (PUP). She concurrently
conducts integral review classes for Certified Public
Accountants and teaches cost accounting at the Dr.
Filemon C. Aguilar Memorial College in Las Piñas.
It was the hassle-free relationship
that they experienced with
Camella that made the Celestinos
make the final decision of
purchasing a lot.
On the other hand, Mr. Celestino manages their
“bread house” located just in front of their home.
They are well-known for their pandesal, a popular fare
in their neighborhood. This entrepreneurial venture
has allowed Mr. Celestino not only to have time for
the family but also to guide their children on all their
“firsts” as well.
Looking through a Homeowner’s Lens
Well-maintained and secure are just two descriptions
for the Celestinos’ haven – that goes beyond
the borders of their house. Their location is very
accessible -- many transportation options are
available near their home. Going to and from Las
Pinas to the business districts of Makati, Ortigas and
Quezon City is a breeze.
Caring for the homeowners is apparent through the
different programs and activities that the Camella
Homeowners’ Association conducts – a fund-raising
initiative for the subdivision’s chapel, Christmas and
Halloween parties, summer outings, Santacruzans,
and basic services, such as waste segregation
and. garbage collection. The sense of community
pervades throughout Camella as the homeowners
Ernie and Belen Celestino with their daughter Camille in the lawn of their
Camella home.
willingly share their time and resources to ensure the
success of these activities.
With their positive experience in Camella Las Pinas,
the Celestinos are contemplating on purchasing
another Camella property – particularly in Cebu
where Mrs. Celestino was originally from. Their
beautiful family in their pristine house is a testament
to the fact that the Celestinos found the perfect place
to live and raise their children in Camella.
CORPORATE GOVERNANCE
Binding Success and Corporate Governance
The annual stockholders’ meeting
The Board of Directors and Management,
employees and shareholders, believe that
corporate governance is a necessary component
of what constitutes sound strategic business
management and will therefore undertake every
effort necessary to create awareness within the
organization as soon as possible.
The Board of Directors (the “Board”) shall be
primarily responsible for the governance of the
corporation.
STOCKHOLDERS’ RIGHTS
The Board respects the rights of its stockholders
as provided in the Corporation Code.
Voting Rights
Each stockholder has the right to vote on all
matters that require their consent or approval.
They have the right to elect, remove, and replace
directors. They can also vote on certain corporate
acts in accordance with the Corporation Code.
Cumulative voting shall be used in the election
of directors. A director shall not be removed
without cause if it will deny minority shareholders
representation in the Board.
Pre-emptive rights
All stockholders shall have pre-emptive rights,
unless the same is denied in the articles of
incorporation or an amendment thereto. They
shall have the right to subscribe to the capital
stock of the Corporation. The Articles of
Incorporation shall lay down the specific rights
and powers of shareholders with respect to the
particular shares they hold, all of which shall be
protected by law so long as they shall not be in
conflict with the Corporation Code.
Right to inspect corporate books and records
All shareholders shall be allowed to inspect
corporate books and records including minutes
of Board meetings and stock registries in
accordance with the Corporation Code and shall
be furnished with annual reports, including
financial statements, without cost or restrictions.
Right to information
The Shareholders shall be provided, upon
request, with periodic reports which disclose
personal and professional information about the
directors and officers and certain other matters
such as their holdings of the company’s shares,
dealings with the company, relationships among
directors and key officers, and the aggregate
compensation of directors and officers.
The minority shareholders shall be granted the
right to propose the holding of a meeting, and
the right to propose items in the agenda of the
meeting, provided the items are for legitimate
business purposes.
The minority shareholders shall have access
to any and all information relating to matters
for which the management is accountable for
and to those relating to matters for which the
management shall include such information and,
if not included, then the minority shareholders
shall be allowed to propose to include such
matters in the agenda of stockholders’ meeting,
being within the definition of “legitimate
purposes.”
Dividends
Shareholders shall have the right to receive
dividends subject to the discretion of the Board.
The company shall be compelled to declare
dividends when its retained earnings shall be in
excess of 100% of its paid-in capital stock, except:
a) when justified by definite corporate expansion
projects or programs approved by the Board or
b) when the corporation is prohibited under any
loan agreement with any financial institution or
creditor, whether local or foreign, from declaring
dividends without its consent, and such consent
has not been secured; or c) when it can be
clearly shown that such retention is necessary
under special circumstances obtaining in the
Corporation, such as when there is a need for
special reserve for probable contingencies.
STAKEHOLDER RELATIONS
Vista Land exercises transparency when dealing
with shareholders, customers, employees, and
trade partners. The company ensures that these
transactions adhere to fair business practices
in order to establish long-term and mutually
beneficial relationships.
Shareholder Meeting and Voting Procedures
Stockholders are informed at least 15 business
days before the scheduled meeting of the date,
time, and place of the validation of proxies. In
2010, Notices of the 2010 AGM were sent to the
stockholders on May 21, 2010. Voting procedures
on the matters presented for approval of the
stockholders in the AGM are set out in the
Definitive Information Statement.
Shareholder and Investor Relations
Vista Land responds to information requests from
the investing community and keeps shareholders
informed through timely disclosures to the
Philippine Stock Exchange (PSE), regular quarterly
briefings, AGMs, investor conferences, website,
emails, and telephone calls.
The company, through the Investor Relations
Group under Corporate Finance, holds regular
briefings and meetings with investment and
financial analysts.
DISCLOSURE AND TRANSPARENCY
The essence of corporate governance is
transparency. The more transparent the internal
workings of the corporation are, the more
difficult it will be for Management and dominant
stockholders to mismanage the corporation or
misappropriate its assets.
It is therefore essential that all material
information about the corporation, which could
adversely affect its viability or the interests of
the stockholders, should be publicly and timely
disclosed. Such information should include,
among others, earnings results, acquisition,
or disposition of assets, off balance sheet
transactions, related party transactions, and
direct and indirect remuneration of members of
the Board and Management. All such information
should be disclosed through the appropriate
Exchange mechanisms and submissions to the
Commission.
Ownership Structure
The top 20 shareholders, including the
shareholdings of certain record and beneficial
owners who own more than 5% of its capital
stock, its directors and key officers, are disclosed
annually in its Definitive Information Statement
distributed to shareholders prior to the AGM.
Financial Reporting
Vista Land provides the investing community
with regular updates on operating and financial
information through adequate and timely
disclosures filed with the SEC and the PSE.
Consolidated audited financial statements are
submitted to the SEC on or before the prescribed
period and are distributed to the shareholders
prior to the AGM.
Vista Land’s financial statements conform to
Philippine Accounting Standards and Philippine
Financial Reporting Standards, which are all
in compliance with International Accounting
Standards.
Quarterly financial results, on the other hand,
are released and are duly disclosed to the SEC
and PSE in accordance with the prescribed rules.
The results are also presented to financial and
investment analysts through a quarterly analyst’s
briefing. These disclosures are posted on the
company’s corporate website.
In addition to compliance with structural
reportorial requirements, the company discloses
in a timely manner market-sensitive information
such as dividend declarations, joint ventures and
acquisitions, sale and divestment of significant
assets that affect the share price performance.
ACCOUNTABILITY AND AUDIT
Corporate Secretary. The Corporate Secretary is
responsible for the safekeeping and preservation
of the integrity of the minutes of the meetings of
the Board and its committees, and other official
records of the Corporation. She will work fairly
and objectively with the Board, Management,
and stockholders. She must also be aware of
the laws, rules, and regulations necessary in the
performance of her duties.
Compliance Officer. The Compliance Officer
shall directly report to the Chairman of the Board.
He shall monitor compliance with the provisions
and requirements of this Manual and the rules
and regulations of regulatory agencies and, if
any violations are found, report the matter to
the Board and recommend the imposition of
appropriate disciplinary action on the responsible
parties and the adoption of measures to prevent
a repetition of the violation.
External Auditor. The accounting firm of SGV
& Company served as the company’s external
auditors for the fiscal years 2009 and 2010.
The external auditor is selected and appointed
by the shareholders upon the recommendation
of the Board and rotated every five years or
earlier in accordance with SEC regulations. The
external auditor’s main function is to facilitate the
environment of good corporate governance as
reflected in the company’s financial records and
reports, through the conduct of an independent
annual audit on the company’s business
and rendition of an objective opinion on the
reasonableness of such records and reports.
The external auditors are expected to attend the
AGM of the company and respond to appropriate
questions during the meeting. They also have the
opportunity to make a statement if they so desire.
In instances when the external auditor suspects
fraud or error during its conduct of audit, they are
Vista Land’s quarterly analysts’ briefing conducted by senior
management team.
required to disclose and express their findings on
the matter.
Internal Audit
Internal audit is carried out by Internal Audit
Group (IAG), which helps the organization
accomplish its objectives by bringing a
systematic, disciplined approach to evaluate and
improve the effectiveness of risk management,
control, and governance processes. IAG reports
to the Audit Committee.
IAG is responsible for identifying and evaluating
significant risk exposures and contributes to the
improvement of risk management and control
systems by assessing adequacy and effectiveness
of controls covering the organization’s
governance, operations and information systems.
By evaluating their effectiveness and efficiency,
and by promoting continuous improvement,
the group maintains effective controls of their
responsibilities and functions.
BOARD OF DIRECTORS
The Board of Directors (the “Board”) shall be
primarily responsible for the governance of the
Corporation. Corollary to setting the policies for
the accomplishment of the corporate objectives,
it shall provide an independent check on
Management. The term “Management” as used
herein shall refer to the body given the authority
by the Board to implement the policies it has
laid down in the conduct of the business of the
Corporation.
Composition
The Board shall be composed of at least five (5),
but not more than fifteen (15), members who
are elected by the stockholders; and at least two
(2) independent directors or such number of
independent directors that constitutes twenty
percent (20%) of the members of the Board,
whichever is lesser, but in no case less than two
(2).
The membership of the Board may be a
combination of executive and non-executive
directors (which include independent directors)
in order that no director or small group of
directors can dominate the decision making
process.
The non-executive directors should possess
such qualifications and stature that would
enable them to participate effectively in the
deliberations of the Board.
Chairman
The Chairman of the Board, President and
Chief Executive Officer have been separated
to foster an appropriate balance of power,
increased accountability, and better capacity for
independent decision making by the Board.
Board Performance
The Board holds regular meetings. To assist
the directors in the discharge of their duties,
each director is given access to the Corporate
Secretary and Assistant Corporate Secretary, who
serve as counsel to the board of directors and
at the same time communicate with the Board,
management, the company’s shareholders and
the investing public.
In 2010, the Board held seven meetings. Below
is a record of attendance of the directors at these
meetings and at the AGM:
DIRECTOR’S NAME
Jan
8
Apr
12
Jun
15
Jun
28
Aug
13
Sep
15
Sep
20
P
P
P
P
P
-
-
P
P
-
P
P
P
P
Manuel Paolo A. Villar
P
P
-
P
P
P
P
Cynthia J. Javarez
P
P
P
P
P
P
P
Mark A. Villar
P
-
-
P
P
n/a
n/a
Marilou O. Adea
P
P
P
P
-
-
-
Ruben O. Fruto
P
P
P
P
P
P
P
n/a
n/a
n/a
n/a
-
Maribeth C. Tolentino*
*Elected on June 28, 2010 to serve the unexpired term of Mr. Mark A. Villar
who resigned from the Board on the said date.
Vista Land’s management team answering various queries
from analysts.
P
Board Committees
To assist the Board in complying with the
principles of good corporate governance, the
Board created three committees.
Nomination Committee. There are three
directors that comprise the Nomination
Committee, one of which is an independent
director: Marcelino C. Mendoza (Chairman),
Maribeth C. Tolentino, and Ruben O. Fruto
(Independent Director). This committee reviews
and evaluates the qualifications of all persons
nominated to the Board and other appointments
that require Board approval, and to assess the
effectiveness of the Board’s processes and
procedures in the election or replacement of
directors.
Compensation and Remuneration Committee.
Three directors comprise the Compensation
and Remuneration Committee, one of whom is
an independent director: Benjamarie Therese
N. Serrano (Chairman), Manuel Paolo A. Villar,
and Marilou O. Adea (Independent Director).
This committee establishes the formal and
transparent procedure for developing a
policy on executive remunerations, and fixing
remuneration packages of corporate officers
and directors. It also provides oversight over
remuneration of senior management and other
key personnel, ensuring that compensation is
consistent with the corporation’s culture, strategy,
and control environment.
Audit Committee. The Audit Committee has
three members, two of which are independent
directors: Marilou O. Adea (Independent
Director), Ruben O. Fruto (Independent Director),
and Cynthia J. Javarez. This committee assists the
Board in performing an oversight responsibility
for the financial reporting process, system of
internal control, audit process, and monitoring
of compliance with applicable laws, rules and
regulations. It also provides oversight over
Management’s activities in managing credit,
market, liquidity, operational, legal, and other
risks of the corporation. This includes a regular
receipt from Management of information on risk
exposures and risk management activities.
MANAGEMENT
Management is primarily responsible for the dayto-day operations and business of the company.
The annual compensation of the Chairman/
CEO and the top eight senior executives of the
company are set out in the Definitive Information
Statement distributed to shareholders.
COMPLIANCE MONITORING
The Compliance Officer is responsible for
monitoring compliance by the company with the
provisions and requirements of good corporate
governance.
On June 2010, the Board Directors amended its
Manual of Corporate Governance in compliance
with the Revised Code of Corporate Governance
issued by the Securities and Exchange
Commission.
WEBSITE
Up-to-date information on the company’s
corporate structure, products and services, results
of business operations, financial statements,
career opportunities and other relevant
information on the company may be found at its
official website www.vistaland.com.ph.
CORPORATE SOCIAL RESPONSIBILITY
A Wholistic Approach
to Vista’s Societal Plan
Community, client, and
corporation are the triune
consideration in the field of
corporate social responsibility
(CSR). Beyond a company’s
commitment to the individual,
CSR permeates the life and strife
of communities. These same
stakeholders are the main targets
for communicating Vista Land’s
accountability towards the
environment, its own employees,
the company’s affiliates, and their
organization in general.
After having applied for a C
level rating in the Global Rating
InitiativeTM (GRI), a network-based
organization that pioneered
the world’s most widely
used sustainability reporting
framework,1 Vista Land is ready to
move towards more sophisticated
albeit grounded CSR initiatives.
The organization’s philosophy
is that of immersion (across all
levels of the corporation), deep
involvement (of employees),
and that of having a wholistic
appreciation of Vista Land’s
impact to society. Phrases such
as “minimize this” or “maximize
that” are inadequate to ensure
the achievement of the triple
bottomline.
Over time, its CSR efforts have
evolved from Greenscapes
(having planted trees in more
than 3,500 hectares of land in
the Philippines) to permeate
their genuine concern for their
employees’ welfare. Employability
through cross-posting and
enriching activities at work is a
conscious effort of management.
True performance management
pervades across levels such that
the onus of recruitment is based
on ability, not on discriminating
demographics such as age and
gender. Individuals who have
the competency to contribute
– and are willing to commit –
are welcome to the Vista Land
family. It is through this that the
quantity – and quality – of jobs are
maintained. Employees’ morale
redounds to boosting a booming
business.
“A home for every Filipino,” Vista
Land’s battlecry is the underlying
premise in the company’s CSR
efforts. Beyond the physical
structure of their products, the
company also enjoins its officers
and employees to share their
time in helping the less fortunate
in stakeholder communities –
expanding the horizons of the
ripples they have created in their
masterplanned cities.
Being proactive to its customers
and the abovementioned
stakeholders is more than
a value for Vista Land – it is
a responsibility. Each client
transaction summons the
dedication of each Vista Land
employee to ensure that the
company’s commitments
happen – regardless of products
purchased. More than customer
satisfaction, customer delight
becomes the primordial value
that sifts through standards and
policies.
Above left: The property manager
welcomes a homeowner to his new home.
Above right: Vista Land’s Christmas party
and gift-giving activities for orphans.
Top: Caring for pine tree saplings in the
Vista Land nursery.
The pillars of their brand values
stem from their organization’s
values of teamwork, honesty,
competitive spirit, cost
consciousness, and concern for
the customer. It is this symbiotic
relationship that allows each
masterplanned community to
thrive – from its homeowner
associations to its adopted
communities outside Vista Land.
These principles entwine each
sector’s interest, welfare, and
progress.
Nevertheless, the responsiveness
and the continuity of these CSR
initiatives depend much on the
next generation of leaders. It will
be these ideals that will cultivate
the socially responsible civilization
that Vista Land aims to champion.
BOARD OF DIRECTORS
Chairman of the Board
Director, President
and Chief Executive Of f icer
Director
and Chief Financial Of f icer
Cynthia J. Javarez
Director and Controller
Mr. Mendoza, 56, is the Chief
Operating Officer of MGS
Corporation. He was President
of Camella Homes, Inc. from 2001
to 2003, and Chief Operating Officer
of Communities Philippines, Inc.
from 1992 to 1995. He has a Masters
Degree in Business Administration
(Ateneo de Manila University)
and a Certificate in Advance Course
in Successful Communities from
the Harvard University Graduate
School of Design. Mr. Mendoza
is a member of the Phi Kappa Phi
International Honor Society.
Well respected in the Philippine
real estate industry, Mr. Mendoza
has served as President
and Chairman of the Board (1996
to 1998) and Board Adviser (1999
to present) of the Subdivision
and Housing Developers
Association (SHDA).
Ms. Serrano, 48, graduated
from the University
of the Philippines with a degree
of Bachelor of Arts in Economics
and from the Asian Institute
of Manaement with a Masters
degree in Business Management.
She is presently the President
and Chief Executive Officer
of Vista Land. She was President
of Brittany Corporation from 2004
to 2007. She was Chief Operating
Officer of Crown Asia from 1995
to 2003 after holding various
other positions in the MB Villar
Group of Companies since 1991.
She was also connected
with the AFP Retirement
and Separation Benefits System
from 1985 to 1988.
Mr. Villar, 34, graduated from
the University of Pennsylvania,
Philadelphia, USA with a Bachelor
of Science in Economics and
a Bachelor of Applied Science.
He was a consultant for McKinsey
& Co. in the United States
from 1999 to 2001. He joined
Crown Asia in 2001 as Head
of Corporate Planning.
Ms. Javarez, 47, graduated
from the University of the
East with a degree in Bachelor
of Science in Business
Administration major in
Accounting. She is a Certified
Public Accountant. She took
a Management Development
Program at the Asian Institute
of Management. She is currently
the Controller of Vista Land and
Head of the Tax and Audit group
after holding various other
positions in the MB Villar Group
of Companies since 1985.
Maribeth C. Tolentino
Director
Ruben O. Fruto
Independent Director
Marilou O. Adea
Independent Director
Gemma M. Santos
Corporate Secretary
Ms. Tolentino, 45, is currently
the Managing Director of
Camella Homes, Inc. She is also
the President of the subsidiary
corporation Household
Development Corporation. Ms.
Tolentino was previously the
General Manager of Golden
Haven Memorial Park, Inc.
from 1999 to 2005. She holds a
Bachelor of Science degree in
Business Administration Major
in Accounting, Magna cum
Laude, from the University of the
East, Manila. Ms. Tolentino is a
certified Public Accountant.
Mr. Fruto, 72, graduated
with the degree of Bachelor
of Laws from the Ateneo de
Manila University in 1961.
He was formerly a partner
in the law firm of Feria, Lugtu
& La O’ and the Oben, Fruto
& Ventura Law Office. In
February 1987 he was the Chief
Legal Counsel and Senior Vice
President of the Development
Bank of the Philippines.
He was the Undersecretary
of Finance from March 1990
to May 1991. Presently aside
from engaging in private law
practice specializing
in corporate and civil litigation,
he is also General Counsel
of Wallem Maritime Services,
Inc.; Vice-Chairman of Toyota
Balintawak, Inc.; Director
and Vice-President of China
Shipping Manila Agency, Inc.;
and Director and Treasurer
of Padre Burgos Realty, Inc.
He is also a Consultant
and the designated Corporate
Secretary of Subic Bay
Metropolitan Authority.
Ms. Adea, 59, is currently
the Court Appointed
Rehabilitation Receiver
of Anna-Lynns, Inc. and Manuela
Corporation. Ms. Adea served
previously as Project Director
for Site Acquisition of Digital
Telecommunications Phils. Inc.
from 2000 to 2002, Executive
Director for FBO Management
Network, Inc. from 1989 to
2000 and BF Homes, Inc. in
Receivership from 1988 to
1994 and Vice President for
L&H Resources Management
Corporation from 1986 to 1988.
Ms. Adea holds a Degree
in Bachelor of Science in
Business Administration major
in Marketing Management from
the University of the Philippines.
Ms. Santos, 48, graduated
cum laude with the degree
of Bachelor of Arts, Major in
history from the University of
the Philippines in 1981, and
with the degree of Bachelor of
Laws also from the University of
the Philippines in 1985. She is
a practicing lawyer and Senior
partner of Picazo Buyco Tan
Fider & Santos Law Offices and
Corporate Secretary of various
Philippine companies, including
public companies ATR KimEng
Financial Corporation and
Assistant Corporate Secretary
of Metro Pacific Investments
Corporation.
MANAGEMENT COMMITTEE
Chief Financial Officer
Cynthia J. Javarez
Controller
Ricardo B. Tan, Jr.
SVP-Finance
& Chief Information Officer
Mary Lee S. Sadiasa
Managing Director Brittany
Ma. Leni D. Luya
Managing Director Crown Asia
Maribeth C. Tolentino
Managing Director Camella Homes
Jerylle Luz C. Quismundo
Managing Director Communities Philippines
Red J. Rosales
Managing Director Vista Residences
MANAGEMENT DISCUSSION AND ANALYSIS
REVIEW OF YEAR END 2010 VS YEAR END 2009
RESULTS OF OPERATIONS
• Real estate revenue of Communities
Philippines increased to 4,082.5 million
Revenues
in the year ended December 31, 2010, an
increase of 13% from 3,618.2 million in
Real Estate
the year ended December 31, 2009. This
The Company recorded revenue from real estate sales
increase was principally due to the increased
amounting to 11,338.5 million in the year ended
completion of sold inventories of the year of
December 31, 2010, an increase of 18% from 9,629.7
the Company’s various projects from various
million in same period last year. This was primarily
areas outside Mega Manila.
attributable to the increase in the overall completion
rate of sold inventories of its business units
particularly of Camella, Crown Asia, Communities
Philippines and Vista Residences. The Company uses
the percentage-of-completion method of revenue
recognition where revenue is recognized in reference
to the stages of development of the properties.
• Real estate revenue of Camella Homes
increased by 22% to 3,513.7 million in the
• Real estate revenue of Brittany increased
by 8% to 1,455.5 million in the year ended
December 31, 2010 from 1,352.5 million in
the same period last year. This was primarily
attributable to the increase in the overall
completion of Brittany’s sold inventories.
Brittany caters to the high-end segment of
the market.
year ended December 31, 2010 from 2,884.1
million for the year ended December 31,
• Real estate revenue from Vista Residences for
2009. This was primarily attributable to the
the year ended December 31, 2010 increased
increase in the overall completion of Camella’s
by 53% to 778.8 million from 510.1 million
sold inventories. Camella Homes caters to the
in the same period last year. The increase in
low & affordable segment of the market.
revenue was primarily attributable to the
increase in the overall completion of sold
• Real estate revenue of Crown Asia increased
inventories.
by 19% to 1,508.0 million in the year ended
December 31, 2010 from 1,264.8 million
Interest income
in the year ended December 31, 2009. This
Interest income decreased by 9% from 857.3
was primarily attributable to the increase
million in the year ended December 31, 2009 to
in the overall completion of Crown Asia’s
777.1 million in the year ended December 31, 2010
sold inventories. Crown Asia is Vista Land’s
due to decline in interest income from short-term
business unit for the middle income segment
investments during the year.
of the market.
Equity in net gain of an associate
increase in the overall recorded sales of Vista
Equity in net gain of an associate decreased by 95%
Land’s business units.
from 45.9 million in the year ended December 31,
2009 to 2.4 million in the year ended December 31,
2010 due to the lower net income reported by an
associate.
• Operating expenses increased by 29% from
2,083.6 million in the year ended December
31, 2009 to 2,689.5 million in the year ended
December 31, 2010 primarily due to the
Dividend income
following:
Dividend income decreased by 87% from 0.19 million
in the year ended December 31, 2009 to 0.03 million
in the year ended December 31, 2010 due to the lower
dividend declared from investments.
Miscellaneous
Miscellaneous income increased by 31% from
279.7 million in the year ended December 31, 2009 to
367.5 million in the year ended December 31, 2010
due to increase in real estate sales deposit forfeitures.
Costs and Expenses
Cost and expenses increased by 16% to 9,251.9
million in the year ended December 31, 2010 from
8,000.0 million in the year ended December 31,
2009. Costs and expenses as a percentage of real
estate revenue decreased from 83% in the year
ended December 31, 2009 to 82% in the year ended
December 31, 2010. The 1% net decrease in the
account was primarily attributable to the following:
• Cost of real estate sales increased by 13% from
5,004.0 million in the year ended December
31, 2009 to 5,656.3 million in the year ended
December 31, 2010 primarily due to the
o an increase in commissions from
532.1 million in the year ended
December 31, 2009 to 662.4 million
in the year ended December 31, 2010
resulting from marketing activities
implemented by the Company during
the period.
o an increase in advertising
and promotions expenses to
December 31, 2010 from
December 31, 2009 due to marketing
activities implemented by the
Company during the period.
o an increase in salaries, wages
and employee benefits from
December 31, 2009 to 325.8 million
in the year ended December 31,
2010 resulting from increase in total
number of employees.
• Interest and financing charges increased by
Provision for Income Tax
23% from 593.0 million in the year ended
December 31, 2009 to 730.2 million in
Provision for income tax decreased by
the year ended December 31, 2010 due to
increase in interest bearing payables during
December 31, 2009 to 220.7 million in the year
the year.
ended December 31, 2010 primarily due to a lower
taxable income reported for the year.
• Foreign exchange loss increased
from 0.6 million in the year ended
Net Income
December 31, 2009 to 15.9 million in the
year ended December 31, 2010 due to the
As a result of the foregoing, the Company’s net
increase in foreign currency denominated
income increased by 31% to 3,013.0 million in the
liabilities and depreciation of the reporting
year ended December 31, 2010 from 2,299.4 million
currency for the period.
in the year ended December 31, 2009.
Loss on Settlement of Loan
For the year ended December 31, 2010, there were
no seasonal aspects that had material effect on the
The Company recorded a loss on settlement of loan
financial condition or results of operations of the
amounting to 115.9 million in the year ended
Company. Neither were there any trends, events or
December 31, 2010 and 318.8 million in the year
uncertainties that have had or that are reasonably
ended December 31, 2009 from the settlement of
expected to have a material impact on the net sales
long-term notes.
or revenues or income from continuing operations.
The Company is not aware of events that will cause a
Loss on Writedown of AFS
material change in the relationship between the costs
and revenues.
The Company recorded a loss on writedown of
investments in unquoted equity shares amounting to
44.0 million during the year.
There are no significant elements of income or loss
that arise from the Company’s continuing operations.
FINANCIAL CONDITION
advances made by the Company to its joint
venture partners.
As of December 31, 2010 vs. December 31, 2009
• Other assets decreased by 40% from 2,004.6
Total assets as of December 31, 2010 were
million as of December 31, 2009 to
60,481.3 million compared to 54,668.3 million as of
1,201.5 million as of December 31, 2010
December 31, 2009, or an 11% increase. This was due
due primarily to decrease in investments
to the following:
in unquoted equity shares and input and
creditable withholding taxes.
• Cash and cash equivalents including short
term and long-term cash investments
increased by 3,748.3 million from 3,146.6
Total liabilities as of December 31, 2010 were
22,304.8 million compared to 19,043.6 million as of
million as of December 31, 2009 to 6,894.9
December 31, 2009, or a 17% increase. This was due
million as of December 31, 2010 primarily
to the following:
due to the proceeds from issuance of notes
payable in the fourth quarter of 2010.
• Accounts and other payables decreased
by 13% from 5,430.0 million as of
• Receivables increased by 5% from 18,137.6
December 31, 2009 to 4,710.0 million as of
million to 19,073.6 million due to the
December 31, 2010 due to payments made
revenue recognized during for the period.
during the period.
• Real estate inventories and land for future
• Interest bearing bank loans and loans
development increased by 6% from 28,721.7
payable representing the sold portion of the
million to P30,540.7 million due to land
Company’s installment contracts receivables
acquisitions made during the year.
with recourse, increased by 36% from
4,556.5 million as of December 31, 2009 to
• Property and equipment increased by 29%
6,207.9 million as of December 31, 2010 due
from 92.2 million to 118.9 million due to
to availment of additional loans during the
year.
• Interests in joint ventures increased by 22%
• Notes payable pertains to US $100.0
or P336.7 million, from 1,550.9 million
million notes issued by the Company with
as of December 31, 2009 to 1,887.7 as of
a carrying amount of 4,257.9 million as of
December 31, 2010 due primarily to the
December 31, 2010.
• Liabilities for purchased land decreased
Total stockholder’s equity net increased by 7% to
38,176.5 million as of December 31, 2010 from
December 31, 2010 due to payments made
to the net income recorded for the year ended
during the period.
December 31, 2010.
• Customers’ advances and deposits decreased
Key Performance Indicators
12/31/2010
12/31/2009
2.83:1
1.94:1
Current ratio (a)
0.58:1
0.53:1
December 31, 2010 due to a decrease in the
Interest expense/Income before
Interest expense (c)
18.4%
17.4%
minimum amount of advances and deposits
Return on assets (d)
5.0%
4.2%
required from buyers during the initial stage
Return on equity (e)
7.9%
6.5%
Debt-to-equity ratio
(b)
of a sale transaction.
Considered as the top five key performance indicators
• Due to related parties decreased by 10%
of the Company as shown below:
from 428.9 million as of December 31, 2009
to 385.7 million as of December 31, 2010
primarily due to settlements made during the
Notes:
(a) Current Ratio: This ratio is obtained by dividing the Current
Assets of the Company by its Current liabilities. This ratio is used
year.
as a test of the Company’s liquidity.
(b) Debt-to-equity ratio: This ratio is obtained by dividing the
Company’s Total Liabilities by its Total Equity. The ratio reveals
• Income tax payable decreased by 34% from
the proportion of debt and equity a company is using to finance
95.5 million as of December 31, 2009 to
63.0 million as of December 31, 2010
its business. It also measures a company’s borrowing capacity.
(c)
Interest expense/Income before interest expense: This ratio is
primarily due to lower taxable income for the
obtained by dividing interest expense for the period by its income
year.
before interest expense. This ratio shows whether a company
is earning enough profits before interest to pay its interest cost
• Pension liability increased by 22% million
from 132.5 million as of December 31, 2009
comfortably
(d) Return on assets: This ratio is obtained by dividing the Company’s
net income by its total assets. This measures the Company’s
to 160.9 million as of December 31, 2010
due to actuarial adjustments.
earnings in relation to all of the resources it had at its disposal.
(e)
Return on equity: This ratio is obtained by dividing the
Company’s net income by its total equity. This measures the
• The Company settled the remaining balance
rate of return on the ownership interest of the Company’s
stockholders.
of the Long Term Notes amounting to 495.4
Because there are various calculation methods for the performance
million in the year 2010.
indicators above, the Company’s presentation of such may not be
comparable to similarly titled measures used by other companies.
Current ratio as of December 31, 2010 increased
primarily due to the proceeds from issuance of
from that of December 31, 2009 due to increase
notes payable in the fourth quarter of 2010.
in cash and cash equivalents, current portion of
receivables and real estate inventories and land
Receivables increased by 5% from 18,137.6
for future development during the year and
million to 19,073.6 million due to the revenue
decrease primarily in income taxes payable and
recognized during for the period.
current portion of bank loans and loans payable
and liabilities for purchased land.
Real estate inventories and land for future
development increased by 6% from 28,721.7
Debt-to-equity ratio increased due to the increase
million to 30,540.7 million due to land
in the total liabilities brought by the issuance of
notes payable during the year.
Property and equipment increased by 29%
Interest expense as a percentage of income
from
before interest expense increased in the year
92.2 million to 118.9 million due to
ended December 31, 2010 compared to the ratio
for the year ended December 31, 2009 due to an
increase in interest bearing liabilities for the year.
Interests in joint ventures increased by 22% from
1,550.9 million as of December 31, 2009 to
1,887.7 as of December 31, 2010 due primarily
Return on assets improved for December 31,
to the advances made by the Company to its joint
2010 compared to that of December 31, 2009 due
venture partners.
primarily to the higher level of net income and
higher level of total assets for the year.
Other assets decreased by 40% from 2,004.6
million as of December 31, 2009 to 1,201.5
Return on equity increased due to a higher net
million as of December 31, 2010 due primarily
income reported for the year ended December
to decrease in investments in unquoted equity
31, 2010.
shares and input and creditable withholding
taxes.
Material Changes to the Company’s Balance Sheet
as of December 31, 2010 compared to December
Accounts and other payables decreased by 13%
31, 2009 (increase/decrease of 5% or more)
from 5,430.0 million as of December 31, 2009 to
4,710.0 million as of December 31, 2010 due to
Cash and cash equivalents including short term
payments made during the period.
and long-term cash investments increased by
119% from 3,146.6 million as of December 31,
2009 to 6,894.9 million as of December 31, 2010
Interest bearing bank loans and loans payable
million as of December 31, 2010 due to actuarial
representing the sold portion of the Company’s
adjustments.
installment contracts receivables with recourse,
increased by 36% 2010 from 4,556.5 million
The Company settled the remaining balance of the
as of December 31, 2009 to 6,207.9 million as
Long Term Notes amounting to 495.4 million in
of December 31, due to availment of additional
the year 2010.
loans during the year.
Total stockholder’s equity net increased by 7% to
Notes payable pertains to US $100.0 million notes
38,176.5 million as of December 31, 2010 from
issued by the Company with a carrying amount of
4,257.9 million as of December 31, 2010.
to the net income recorded for the year ended
December 31, 2010.
Liabilities for purchased land decreased by 40%
from 1,848.6 million as of December 31, 2009 to
1,111.6 million as of December 31, 2010 due to
payments made during the period.
Material Changes to the Company’s Statement
of income for the year ended December 31, 2010
compared to the year ended December 31, 2009
(increase/decrease of 5% or more)
Customers’ advances and deposits decreased
by 15% from 3,638.5 million as of December
Revenue from real estate sales increased by
31, 2009 to 3,096.4 million as of December 31,
18% to 11,338.5 million in the year ended
2010 due to a decrease in the minimum amount
December 31, 2010 from 9,629.7 million as of
of advances and deposits required from buyers
December 31, 2009 primarily to the increase in the
during the initial stage of a sale transaction.
overall completion rate of sold inventories of the
Company’s business units.
Due to related parties decreased by 10% from
428.9 million as of December 31, 2009 to 385.7
Equity in net gain of an associate decreased by 95%
million as of December 31, 2010 primarily due to
from 45.9 million in the year ended December 31,
settlements made during the year.
2009 to 2.4 million in the year ended December
31, 2010 due to the lower net income reported by
Income tax payable decreased by 34% from 95.5
an associate.
million as of December 31, 2009 to 63.0 million
as of December 31, 2010 primarily due to lower
Interest income decreased by 9% from 857.3
taxable income for the year.
777.1 million in the year ended December 31,
Pension liability increased by 22% million from
132.5 million as of December 31, 2009 to 160.9
2010 due to decline in interest income from shortterm investments during the year.
Dividend income decreased by 87% from 0.19
Foreign exchange loss increased from 0.6 million
in the year ended December 31, 2009 to 15.9
0.03 million in the year ended December 31,
million in the year ended December 31, 2010 due
2010 due to the lower dividend declared from
to the increase in foreign currency denominated
investments.
liabilities and depreciation of the reporting
currency for the period.
Miscellaneous income increased by 31% from
279.7 million in the year ended December
The Company recorded a loss on settlement of
31, 2009 to 367.5 million in the year ended
loan amounting to 115.9 million in the year
December 31, 2010 due to increase in real estate
ended December 31, 2010 and 318.8 million
sales deposit forfeitures.
in the year ended December 31, 2009 from the
settlement of long-term notes.
Cost of real estate sales increased by 13%
from 5,004.0 million in the year ended
The Company recorded a loss on writedown
December 31, 2009 to 5,656.3 million in the
of investments in unquoted equity shares
year ended December 31, 2010 primarily due to
amounting to 44.0 million during the year.
the increase in the overall recorded sales of Vista
Land’s business units.
Provision for income tax decreased by
Operating expenses increased by 29%
from 2,083.6 million in the year ended
ended December 31, 2010 primarily due to a
December 31, 2009 to 2,689.5 million in the
lower taxable income reported for the year.
year ended December 31, 2010 primarily due
to the increase in commissions and advertising
There are no other material changes in the
and promotions expenses due to marketing
Company’s financial position (changes of 5% or
activities, and salaries, wages and employee
more) and condition that will warrant a more
benefits resulting from increase in total number
detailed discussion. Further, there are no material
of employees, an increase in.
events and uncertainties known to management
that would impact or change reported financial
Interest and financing charges increased by
information and condition on the Company.
ended December 31, 2010 due to increase in
interest bearing payables during the year.
STATEMENT OF MANAGEMENT’S RESPONSIBILITY
FOR FINANCIAL STATEMENTS
The management of Vista Land & Lifescapes, Inc. and its subsidiaries is responsible for all information and
representations contained in the consolidated balance sheets as of December 31, 2010 and 2009 and the
consolidated statements of income, consolidated statements of changes in equity and consolidated statements
of cash flows for each of the three years in the period ended December 31, 2010 and the summary of significant
accounting polices and other explanatory notes. The consolidated financial statements have been prepared in
accordance with the Philippine Financial Reporting Standards and reflect amounts that are based on the best
estimates and informed judgment of management with an appropriate consideration to materiality.
In this regard, management maintains a system of accounting and reporting which provides for the necessary
internal controls to ensure that transactions are properly authorized and recorded, assets are safeguarded against
unauthorized use or disposition and liabilities are recognized. 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 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 audited the consolidated
financial statements of the Company in accordance with Philippine Standards on Auditing and has expressed their
opinion on the fairness of presentation upon completion of such audit in its report to the Board of Directors and
stockholders.
MARCELINO C. MENDOZA
Chairman, Board of Directors
BENJAMARIE THERESE N. SERRANO
President and Chief Executive Officer
MANUEL PAOLO A. VILLAR
Chief Financial Officer
VISTA
LAND
& &LIFESCAPES,
INC.AND
AND
SUBSIDIARIES
VISTA
LAND
LIFESCAPES, INC.
SUBSIDIARIES
CONSOLIDATEDSTATEMENTS
STATEMENTS OF
FINANCIAL
POSITION
CONSOLIDATED
OF
FINANCIAL
POSITION
December 31
2010
ASSETS
Current Assets
Cash and cash equivalents (Notes 6 and 29)
Short-term cash investments (Notes 7 and 29)
Receivables (Notes 8 and 29)
Real estate inventories (Note 9)
Other current assets (Note 10)
Total Current Assets
Noncurrent Assets
Noncurrent receivables (Notes 8 and 29)
Available-for-sale financial assets (Notes 7 and 29)
Long-term cash investments (Note 7)
Land for future development (Note 11)
Investment in an associate (Note 12)
Property and equipment (Note 13)
Interests in joint ventures (Note 14)
Deferred tax assets - net (Note 27)
Other noncurrent assets (Note 15)
Total Noncurrent Assets
LIABILITIES AND EQUITY
Current Liabilities
Accounts and other payables (Notes 17 and 29)
Customers’ advances and deposits (Note 21)
Payable to related parties (Notes 23 and 29)
Income tax payable
Current portion of:
Bank loans (Notes 16 and 29)
Loans payables (Notes 16 and 29)
Liabilities for purchased land (Notes 18 and 29)
Total Current Liabilities
Noncurrent Liabilities
Bank loans - net of current portion
(Notes 16 and 29)
Loans payable - net of current portion
(Notes 16 and 29)
Liabilities for purchased land - net of current
portion (Notes 18 and 29)
Notes payable (Notes 20 and 29)
Pension liabilities (Note 25)
Deferred tax liabilities - net (Note 27)
Long-term notes (Notes 19 and 29)
Total Noncurrent Liabilities
Total Liabilities
2009
(Note 33)
January 1
2009
(Note 33)
P
= 3,481,807,245
1,659,460,317
10,820,489,625
12,498,609,224
817,437,828
29,277,804,239
P
= 3,010,640,495
135,962,569
9,767,390,420
11,795,698,097
1,592,533,878
26,302,225,459
P
= 5,014,533,958
30,000,000
12,885,053,541
8,792,965,625
805,648,276
27,528,201,400
8,253,105,474
41,309,183
1,753,600,000
18,042,079,632
696,088,196
118,926,920
1,887,659,705
26,682,801
384,068,429
31,203,520,340
P
= 60,481,324,579
8,370,231,418
288,936,791
–
16,925,967,816
693,673,745
92,191,013
1,550,921,619
32,088,860
412,065,875
28,366,077,137
P
= 54,668,302,596
5,187,818,787
299,625,790
–
16,453,638,788
647,730,273
94,800,826
1,648,925,806
27,218,563
391,186,837
24,750,945,670
P
= 52,279,147,070
P
= 4,710,020,235
3,096,357,352
385,749,210
63,038,703
P
= 5,430,021,127
3,638,487,966
428,906,503
95,461,872
P
= 4,005,522,187
4,437,729,304
910,408,719
124,957,363
398,831,528
696,481,387
987,723,685
10,338,202,100
64,044,964
2,665,953,887
1,202,280,747
13,525,157,066
92,947,793
1,596,968,653
1,934,494,403
13,103,028,422
2,318,399,772
386,601,169
130,646,133
2,794,140,835
1,439,898,344
1,668,154,597
123,892,523
4,257,904,517
160,949,696
2,311,285,977
–
11,966,573,320
646,360,010
–
132,454,030
2,417,736,532
495,427,390
5,518,477,475
698,341,866
–
14,776,999
2,173,044,980
1,474,565,769
6,159,530,344
22,304,775,420
19,043,634,541
19,262,558,766
(Forward)
*SGVMC115372*
VISTA LAND & LIFESCAPES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
-2-
December 31
2010
Equity (Note 30)
Equity attributable to equity holders of Vista
Land & Lifescapes, Inc.
Capital stock
Additional paid-in capital
Retained earnings
Unrealized gain on available-for-sale financial assets
Treasury shares (Notes 4 and 30)
Non-controlling interests
Total Equity
P
= 8,538,740,614
19,328,509,860
10,309,298,685
–
–
38,176,549,159
–
38,176,549,159
P
= 60,481,324,579
See accompanying Notes to Consolidated Financial Statements.
2009
(Note 33)
P
= 8,538,740,614
19,328,509,860
7,757,417,581
–
–
35,624,668,055
–
35,624,668,055
P
= 54,668,302,596
January 1
2009
(Note 33)
P
= 8,538,740,614
19,305,275,668
5,739,787,852
472,619
(616,885,476)
32,967,391,277
49,197,027
33,016,588,304
P
= 52,279,147,070
VISTA
LIFESCAPES,
INC.
AND SUBSIDIARIES
VISTA LAND
LAND & &
LIFESCAPES,
INC. AND
SUBSIDIARIES
CONSOLIDATED STATEMENTS
OF COMPREHENSIVE
INCOME
CONSOLIDATED
STATEMENTS
OF COMPREHENSIVE
INCOME
Years Ended December 31
2009
2010
REVENUE
Real estate
Interest income (Note 22)
Miscellaneous income (Note 26)
P
= 11,338,533,300
777,122,025
367,482,455
12,483,137,780
P
= 9,629,663,010
857,296,120
279,747,532
10,766,706,662
P
= 10,435,822,103
821,702,486
257,541,622
11,515,066,211
5,656,325,105
2,689,509,894
730,233,810
9,076,068,809
5,003,984,152
2,083,572,435
592,982,136
7,680,538,723
5,273,025,863
1,925,967,026
391,415,253
7,590,408,142
COSTS AND EXPENSES
Costs of real estate sales (Note 9)
Operating expenses (Note 24)
Interest and other financing charges (Note 22)
OTHER INCOME (EXPENSES)
Equity in net income of an associate (Note 12)
Dividend income
Foreign exchange losses - net (Notes 19 and 20)
Loss on settlement of loans (Note 19)
Loss on writedown of available-for-sale
financial assets (Note 7)
INCOME BEFORE INCOME TAX
PROVISION FOR INCOME TAX (Note 27)
NET INCOME
OTHER COMPREHENSIVE INCOME
Unrealized gain on available-for-sale financial
assets (Note 7)
Net change on fair value of available-for-sale
financial assets transferred to profit
or loss (Note 7)
TOTAL COMPREHENSIVE INCOME
NET INCOME ATTRIBUTABLE TO:
Equity holders of Vista Land & Lifescapes, Inc.
TOTAL COMPREHENSIVE INCOME
ATTRIBUTABLE TO:
Equity holders of Vista Land & Lifescapes, Inc.
2008
2,414,451
25,099
(15,883,820)
(115,867,546)
45,943,472
194,340
(611,212)
(318,810,422)
10,225,092
–
(180,896,764)
–
(44,038,378)
(173,350,194)
–
(273,283,822)
–
(170,671,672)
3,233,718,777
2,812,884,117
3,753,986,397
220,745,680
513,475,947
920,850,348
3,012,973,097
2,299,408,170
2,833,136,049
−
−
472,619
−
(472,619)
−
P
= 3,012,973,097
P
= 2,298,935,551
P
= 2,833,608,668
P
= 3,012,973,097
–
P
= 3,012,973,097
P
= 2,299,408,170
−
P
= 2,299,408,170
P
= 2,819,203,031
13,933,018
P
= 2,833,136,049
P
= 3,012,973,097
–
P
= 3,012,973,097
P
= 2,298,935,551
−
P
= 2,298,935,551
P
= 2,819,675,650
13,933,018
P
= 2,833,608,668
P
= 0.356
P
= 0.278
P
= 0.335
Basic/Diluted Earnings Per Share (Note 28)
*SGVMC115372*
VISTA LAND ANNUAL REPORT 2010
71
−
−
−
P
= 19,305,275,668
−
−
−
P
= 8,538,740,614
P
= 19,305,275,668
−
−
−
P
= 8,538,740,614
−
−
−
23,234,192
−
−
P
= 19,328,509,860
−
−
−
P
= 8,538,740,614
Balance as of January 1, 2008
Net income
Other comprehensive income
Total comprehensive income
Purchase of treasury shares
(Note 30)
Movement of minority interests
Cash dividends (Note 30)
Balance as of December 31, 2008
P
= 19,305,275,668
−
−
−
P
= 8,538,740,614
−
−
−
Net income
Purchase of treasury shares
(Note 30)
Issuance of treasury shares (Note 4)
Movement of minority interests
P
= 19,328,509,860
–
–
–
–
P
= 19,328,509,860
P
= 8,538,740,614
–
–
–
–
P
= 8,538,740,614
Net income
Capital
Stock
(Note 30)
−
−
(542,908,967)
P
= 5,739,787,852
(548,354,235)
−
−
(P
= 616,885,476)
(P
= 68,531,241)
−
−
−
(20,493,492)
637,378,968
−
−
P
=−
−
−
−
(281,778,441)
P
= 7,757,417,581
P
= 3,463,493,788
2,819,203,031
−
2,819,203,031
(P
= 616,885,476)
−
−
−
P
=–
–
–
–
–
P
=–
P
= 5,739,787,852
2,299,408,170
−
2,299,408,170
P
= 7,757,417,581
3,012,973,097
–
3,012,973,097
(461,091,993)
P
= 10,309,298,685
−
−
−
P
= 472,619
(548,354,235)
−
(542,908,967)
P
= 32,967,391,277
P
= 31,238,978,829
2,819,203,031
472,619
2,819,675,650
(20,493,492)
660,613,160
−
(281,778,441)
P
= 35,624,668,055
−
−
−
−
P
=−
P
=−
−
472,619
472,619
P
= 32,967,391,277
2,299,408,170
(472,619)
2,298,935,551
P
= 35,624,668,055
3,012,973,097
–
3,012,973,097
(461,091,993)
P
= 38,176,549,159
Total
P
= 472,619
−
(472,619)
(472,619)
P
=–
–
–
–
–
P
=–
Attributable to Equity Holders of Vista Land & Lifescapes, Inc.
Unrealized
Additional
Gain on
Treasury
Shares Available-for-Sale
Paid-in
Retained
Earnings
(Note 30) Financial Assets
Capital
VISTA
LAND
& LIFESCAPES,
INC.
AND SUBSIDIARIES
VISTA LAND
& LIFESCAPES,
INC. AND
SUBSIDIARIES
OF CHANGES
IN EQUITY IN EQUITY
CONSOLIDATED
STATEMENTS
OF CHANGES
(548,354,235)
3,699,814
(542,908,967)
P
= 33,016,588,304
P
= 31,270,543,024
2,833,136,049
472,619
2,833,608,668
(20,493,492)
660,613,160
(49,197,027)
(281,778,441)
P
= 35,624,668,055
P
= 33,016,588,304
2,299,408,170
(472,619)
2,298,935,551
P
= 35,624,668,055
3,012,973,097
–
3,012,973,097
(461,091,993)
P
= 38,176,549,159
Total Equity
*SGVMC115372*
−
3,699,814
−
P
= 49,197,027
P
= 31,564,195
13,933,018
−
13,933,018
−
−
(49,197,027)
−
P
=−
P
= 49,197,027
−
−
−
P
=–
–
–
–
–
P
=–
Non-controlling
Interests
VISTA
LIFESCAPES,
INC.SUBSIDIARIES
AND SUBSIDIARIES
VISTALAND
LAND &&LIFESCAPES,
INC. AND
OF CASH
CONSOLIDATED
STATEMENTS
OFFLOWS
CASH FLOWS
2009
2010
(Note 33)
CASH FLOWS FROM OPERATING
ACTIVITIES
Adjustments for:
Interest and other financing charges (Note 22)
Loss on settlement of loans (Note 19)
Depreciation and amortization
(Notes 13, 15 and 24)
Unrealized foreign exchange losses (gains)
(Notes 19 and 20)
Loss on writedown of available-for-sale
financial assets (Note 7)
Loss on retirement of property and equipment
(Note 13)
Dividend income
Equity in net income of an associate (Note 12)
Provision for impairment losses on receivables
(Note 8)
Operating income before working capital changes
Decrease (increase) in:
Receivables
Real estate inventories
Other current assets
Increase (decrease) in:
Accounts and other payables
Customers’ advances and deposits
Liabilities for purchased land
Pension liabilities (Note 25)
Net cash flows provided by (used in) operations
Dividend received
Interest received
Interest paid
Income tax paid
Net cash flows provided by (used in) operating
activities
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to land for future development (Note 11)
Increase in long-term cash investments (Note 7)
Decrease (increase) of short-term cash investments
(Note 7)
Net contribution to joint venture partners
Net collection from joint venture partners
2008
(Note 33)
P
= 3,233,718,777
P
= 2,812,884,117
P
= 3,753,986,397
730,233,810
115,867,546
592,982,136
318,810,422
391,415,253
–
105,038,232
95,162,392
46,472,247
611,212
180,896,764
–
–
(12,987,946)
44,038,378
9,808,757
(25,099)
(2,414,451)
(777,122,025)
9,321,027
(194,340)
(45,943,472)
(857,296,120)
1,785,876
–
(10,225,092)
(821,702,486)
–
3,446,155,979
11,079,149
2,937,416,523
8,419,703
3,551,048,662
(2,314,303,288)
394,793,224
402,668,520
653,212,250
(2,303,668,974)
(605,527,974)
(5,525,016,510)
449,860,881
(408,945,648)
(347,573,362)
(447,884,044)
(748,590,927)
28,495,666
413,761,768
25,099
696,203,540
(653,995,035)
(354,213,345)
1,135,585,267
(989,636,127)
(784,195,512)
139,474,569
182,660,022
194,340
772,612,479
(600,961,254)
(303,150,182)
747,670,936
797,091,656
169,768,508
(85,267,936)
(303,789,451)
–
742,352,183
(373,914,823)
(372,263,089)
101,782,027
51,355,405
(307,615,180)
(1,979,300,917)
(1,755,200,000)
(671,360,292)
–
(3,745,978,891)
–
(1,517,197,748)
(336,738,086)
–
(105,962,569)
–
98,004,187
1,510,260,676
(135,779,154)
–
(Forward)
*SGVMC115372*
-2-
Acquisition of property and equipment (Note 13)
Increase in other noncurrent assets
Net cash acquired with the acquisition of a
subsidiary (Note 4)
Proceeds from disposal of available-for-sale
financial assets
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from:
Bank loans
Loans payable
Notes payable
Payments of:
Long-term notes
Bank loans
Loans payable
Increase (decrease) in payable to related parties
Payment of dividends declared (Note 30)
Payments to noncontrolling interests (Note 30)
Acquisition of treasury shares (Note 30)
Net cash provided by (used in) financing activities
2009
2008
2010
(Note 33)
(Note 33)
(P
= 103,997,159)
(P
= 53,853,349)
(P
= 70,379,252)
(37,072,634)
(62,633,032)
(110,179,429)
–
2,097,428
(5,727,409,116)
12,338,024
10,688,999
(772,778,032)
–
5,561,653
(2,546,494,397)
2,373,907,731
2,640,462,431
4,265,368,820
270,000,000
1,502,453,791
–
(72,842,349)
(107,322,564)
(1,944,584,255)
(597,927,625)
(461,091,993)
–
–
6,095,970,196
(1,297,948,801)
(42,947,793)
(979,425,567)
(383,133,507)
(281,778,440)
(49,197,027)
(20,493,492)
(1,282,470,836)
380,276,468
(542,908,967)
(3,699,814)
(548,354,235)
2,590,937,993
(2,003,893,463)
(263,171,584)
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS
470,343,107
EFFECT OF CHANGE IN EXCHANGE RATES ON
CASH AND CASH EQUIVALENTS
3,798,000,000
–
–
117,221,379
(609,596,838)
823,643
–
–
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR
3,010,640,495
5,014,533,958
5,277,705,542
CASH AND CASH EQUIVALENTS AT
END OF YEAR (Note 6)
P
= 3,481,807,245
P
= 3,010,640,495
P
= 5,014,533,958
*SGVMC115372*
VISTA
LAND
INC.
SUBSIDIARIES
VISTA
LAND&& LIFESCAPES,
LIFESCAPES, INC.
AND AND
SUBSIDIARIES
NOTES
CONSOLIDATED FINANCIAL
STATEMENTS
NOTES
TOTOCONSOLIDATED
FINANCIAL
STATEMENTS
1. Corporate Information
Vista Land & Lifescapes, Inc. (the Parent Company) was incorporated in the Republic of the
Philippines and registered with the Securities and Exchange Commission (SEC) on February 28,
2007. The Parent Company’s registered office address and principal place of business is at 3rd
Level Starmall Las Piñas, CV Starr Avenue, Pamplona, Las Piñas City. The Parent Company is a
publicly-listed investment holding company which is 58.11% owned by Fine Properties, Inc, 9.11%
owned by Polar Property Holdings, Inc. and the rest by the public.
The Parent Company is the holding company of the Vista Group (the Group) which is comprised
of the following domestic subsidiaries:
1)
2)
3)
4)
5)
Camella Homes, Inc. (CHI) and Subsidiaries;
Brittany Corporation (Brittany);
Crown Asia Properties, Inc. (CAPI);
Communities Philippines, Inc. (CPI) and Subsidiaries; and
Vista Residences, Inc. (VRI)
The Group is engaged mainly in the development of residential subdivisions and construction of
housing and condominium units. The Group offers a range of products from socialized and
affordable housing to middle income and high-end subdivision house and lots and condominium
projects.
2. Basis of Preparation and Summary of Significant Accounting Policies
Basis of Preparation
The accompanying consolidated financial statements of the Group have been prepared on a
historical cost basis, except for available-for-sale (AFS) financial assets that have been measured
at fair value. The consolidated financial statements are presented in Philippine Peso (P
= ) which is
the functional and presentation currency of the Parent Company, and all amounts are rounded off
to the nearest Philippine Peso unless otherwise indicated.
Statement of Compliance
The consolidated financial statements of the Group have been prepared in compliance with
Philippine Financial Reporting Standards (PFRS).
Basis of Consolidation
Basis of consolidation from January 1, 2010
The consolidated financial statements comprise the financial statements of the Group as at
December 31, 2010, 2009 and January 1, 2009 and for the years ended December 31, 2010,
2009 and 2008.
*SGVMC115372*
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-2Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group
obtains control, and continue to be consolidated until the date when such control ceases. The
financial statements of the subsidiaries are prepared for the same reporting period as the Parent
Company, using consistent accounting policies. All intra-group balances, transactions, unrealized
gains and losses resulting from intra-group transactions and dividends are eliminated in full.
Non-controlling interests represent the portion of profit or loss and net assets in subsidiaries not
wholly-owned and are presented separately in the consolidated statement of comprehensive
income and consolidated statement of changes in equity and within equity in the consolidated
statement of financial position, separately from the Parent Company’s equity.
Losses within a subsidiary are attributed to the non-controlling interests even if that results in a
deficit balance.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an
equity transaction. If the Group loses control over a subsidiary, it:

Derecognizes the assets (including goodwill) and liabilities of the subsidiary, the carrying
amount of any non-controlling interest and the cumulative translation differences, recorded in
equity.

Recognizes the fair value of the consideration received, the fair value of any investment
retained and any surplus or deficit in profit or loss.

Reclassifies the Parent Company’s share of components previously recognized in other
comprehensive income to profit or loss or retained earnings, as appropriate.
Basis of consolidation prior to January 1, 2010
Certain of the above-mentioned requirements were applied on a prospective basis. The following
differences, however, are carried forward in certain instances from the previous basis of
consolidation:

Acquisitions of non-controlling interests, prior to January 1, 2010, were accounted for using
the parent entity extension method, whereby, the difference between the consideration and
the book value of the share of the net assets acquired were recognized in goodwill.

Losses incurred by the Group were attributed to non-controlling interest until the balance was
reduced to nil. Any further excess losses were attributed to the parent, unless non-controlling
interest had a binding obligation to cover these. Losses prior to January 1, 2010 were not
reallocated between non-controlling interest and the parent shareholders.

Upon loss of control, the Group accounted for the investment retained at its proportionate
share of net asset value at the date control was lost. The carrying value of such investments
at January 1, 2010 has not been restated.
*SGVMC115372*
-3The consolidated financial statements include the financial statements of the Parent Company and
the following wholly owned domestic subsidiaries:
Brittany
CAPI
CHI
Household Development Corp.
Mandalay Resources Corp.
C&P International Limited
CPI
Communities Batangas, Inc.
Communities Bulacan, Inc.
Communities Cagayan, Inc.
Communities Cebu, Inc.
Communities Davao, Inc.
Communities General Santos, Inc.
Communities Iloilo, Inc.
Communities Isabela, Inc.
Communities Leyte, Inc.
Communities Naga, Inc.
Communities Negros Occidental, Inc.
Communities Pampanga, Inc.
Communities Pangasinan, Inc.
Communities Tarlac, Inc.
Communities Zamboanga, Inc.*
Communities Ilocos, Inc.*
VRI
*incorporated in 2010
Percentages equity interest
2010
2009
2008
100.00%
100.00%
100.00%
100.00
100.00
100.00
100.00
100.00
99.30
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
–
–
100.00
–
–
100.00
100.00
–
Changes in Accounting Policies and Disclosures
The accounting policies adopted are consistent with those of the previous financial years except
for the adoption of the following new and amended PFRS and Philippine Interpretations which
became effective beginning January 1, 2010. Except as otherwise stated, the adoption of the new
and amended Standards and Interpretations did not have any impact on the consolidated financial
statements.
PFRS 2, Share-based Payment (Amendment) - Group Cash-settled Share-based Payment
Transactions
The amendment to PFRS 2 clarified the scope and the accounting for group cash-settled sharebased payment transactions.
PFRS 3 (Revised), Business Combinations, and PAS 27, Consolidated and Separate Financial
Statements (Amendment)
PFRS 3 (Revised) introduces significant changes in the accounting for business combinations
occurring after becoming effective. Changes affect the valuation of non-controlling interest, the
accounting for transaction costs, the initial recognition and subsequent measurement of a
contingent consideration and business combinations achieved in stages. These changes will
impact the amount of goodwill recognized, the reported results in the period that an acquisition
occurs and future reported results.
*SGVMC115372*
-4PAS 27 (Amended) requires that a change in the ownership interest of a subsidiary (without loss
of control) is accounted for as a transaction with owners in their capacity as owners. Therefore,
such transactions will no longer give rise to goodwill, nor will it give rise to a gain or loss.
Furthermore, the Amendment changes the accounting for losses incurred by the subsidiary as well
as the loss of control of a subsidiary. The changes by PFRS 3 (Revised) and PAS 27 (Amended)
affect acquisitions or loss of control of subsidiaries and transactions with non-controlling interests
after January 1, 2010.
PAS 39, Financial Instruments: Recognition and Measurement (Amendment) - Eligible Hedged
Items
The Amendment clarifies that an entity is permitted to designate a portion of the fair value
changes or cash flow variability of a financial instrument as a hedged item. This also covers the
designation of inflation as a hedged risk or portion in particular situations. The Group has
concluded that the Amendment will have no impact on its financial position or performance as it
has not entered into any such hedges.
Philippine Interpretation 17, Distribution of Non-cash Assets to Owners
This Philippine Interpretation provides guidance on accounting for arrangements whereby an
entity distributes non-cash assets to shareholders either as a distribution of reserves or as
dividends.
Improvements to PFRS
Improvements to PFRS, an omnibus of amendments to standards, deal primarily with a view to
removing inconsistencies and clarifying wording. There are separate transitional provisions for
each standard. The adoption of the following amendments resulted in changes to accounting
policies but did not have any impact on the financial position or performance of the Group.
Improvements to PFRSs 2008

PFRS 5, Noncurrent Assets Held for Sale and Discontinued Operations: clarifies that the
disclosures required in respect of noncurrent assets and disposal groups classified as held for
sale or discontinued operations are only those set out in PFRS 5. The disclosure
requirements of other PFRS only apply if specifically required for such noncurrent assets or
discontinued operations.
Improvements to PFRSs 2009

PFRS 2, Share-based Payment: the Amendment clarifies that the contribution of a business
on formation of a joint venture and combinations under common control are not within the
scope of PFRS 2 even though they are out of scope of PFRS 3.

PFRS 8, Operating Segments: clarifies that segment assets and liabilities need only be
reported when those assets and liabilities are included in measures that are used by the chief
operating decision maker.

PAS 1, Presentation of Financial Statements: the Amendment clarifies that the terms of a
liability that could result, at anytime, in its settlement by the issuance of equity instruments at
the option of the counterparty do not affect its classification.
*SGVMC115372*
-5
PAS 7, Statement of Cash Flows: states that only expenditure that results in recognizing an
asset can be classified as a cash flow from investing activities.

PAS 17, Leases: the Amendment now requires that leases of land are classified as either
‘finance’ or ‘operating’ in accordance with the general principles of PAS 17. The amendments
will be applied retrospectively.

PAS 36, Impairment of Assets: the Amendment clarifies that the largest unit permitted for
allocating goodwill, acquired in a business combination, is the operating segment as defined in
PFRS 8 before aggregation for reporting purposes.

PAS 38, Intangible Assets: the Amendment clarifies that if an intangible asset acquired in a
business combination is identifiable only with another intangible asset, the acquirer may
recognize the group of intangible assets as a single asset provided the individual assets have
similar useful lives. It also clarifies that the valuation techniques presented for determining the
fair value of intangible assets acquired in a business combination that are not traded in active
markets are only examples and are not restrictive on the methods that can be used.

PAS 39, Financial Instruments: Recognition and Measurement: the Amendment clarifies the
following:
i. that a prepayment option is considered closely related to the host contract when the
exercise price of a prepayment option reimburses the lender up to the approximate
present value of lost interest for the remaining term of the host contract.
ii. that the scope exemption for contracts between an acquirer and a vendor in a business
combination to buy or sell an acquiree at a future date applies only to binding forward
contracts, and not derivative contracts where further actions by either party are still to be
taken.
iii. that gains or losses on cash flow hedges of a forecast transaction that subsequently
results in the recognition of a financial instrument or on cash flow hedges of recognized
financial instruments should be reclassified in the period that the hedged forecast cash
flows affect profit or loss.

Philippine Interpretation IFRIC 9, Reassessment of Embedded Derivatives: the Amendment
clarifies that it does not apply to possible reassessment at the date of acquisition, to
embedded derivatives in contracts acquired in a business combination between entities or
businesses under common control or the formation of joint venture.

Philippine Interpretation IFRIC16, Hedge of a Net Investment in a Foreign Operation: the
Amendment states that, in a hedge of a net investment in a foreign operation, qualifying
hedging instruments may be held by any entity or entities within the group, including the
foreign operation itself, as long as the designation, documentation and effectiveness
requirements of PAS 39 that relate to a net investment hedge are satisfied.
Future Changes in Accounting Policies
The Group will adopt the following standards and interpretations enumerated below when these
become effective. Except as otherwise indicated, the Group does not expect the adoption of
these new and amended PFRS and Philippine Interpretations to have significant impact on the
consolidated financial statements.
*SGVMC115372*
-6Effective 2011
PAS 24 (Amended), Related Party Disclosures
The amended standard is effective for annual periods beginning on or after January 1, 2011. It
clarified the definition of a related party to simplify the identification of such relationships and to
eliminate inconsistencies in its application. The revised standard introduces a partial exemption of
disclosure requirements for government-related entities. Early adoption is permitted for either the
partial exemption for government-related entities or for the entire standard.
PAS 32 (Amendment), Financial Instruments: Presentation - Classification of Rights Issues
The amendment to PAS 32 is effective for annual periods beginning on or after February 1, 2010
and amended the definition of a financial liability in order to classify rights issues (and certain
options or warrants) as equity instruments in cases where such rights are given pro rata to all of
the existing owners of the same class of an entity’s non-derivative equity instruments, or to
acquire a fixed number of the entity’s own equity instruments for a fixed amount in any currency.
Philippine Interpretation IFRIC14 (Amendment), Prepayments of a Minimum Funding Requirement
The Amendment to Philippine Interpretation 14 is effective for annual periods beginning on or after
January 1, 2011, with retrospective application. The Amendment provides guidance on assessing
the recoverable amount of a net pension asset and permits an entity to treat the prepayment of a
minimum funding requirement as an asset.
Philippine Interpretation IFRIC19, Extinguishing Financial Liabilities with Equity Instruments
This Philippine Interpretation is effective for annual periods beginning on or after July 1, 2010.
The Philippine Interpretation clarifies that equity instruments issued to a creditor to extinguish a
financial liability qualify as consideration paid. The equity instruments issued are measured at
their fair value. In case that this cannot be reliably measured, the instruments are measured at
the fair value of the liability extinguished. Any gain or loss is recognized immediately in profit or
loss.
Improvements to PFRS 2010
The omnibus amendments to PFRSs issued in May 2010 were issued primarily with a view to
removing inconsistencies and clarifying wordings. The amendments are effective for annual
periods beginning January 1, 2011, except as otherwise stated. The Group has not yet adopted
the following amendments and anticipates that these changes will have no material effects on the
consolidated financial statements.

PFRS 3 (Revised), Business Combination
This Amendment clarifies that the Amendments to PFRS 7, Financial Instruments:
Disclosures, PAS 32 and PAS 39 that eliminate the exemption for contingent consideration, do
not apply to contingent consideration that arose from business combinations whose
acquisition dates precede the application of PFRS 3 (as revised in 2008).
It also limits the scope of the measurement choices that only the components of noncontrolling interest that are present ownership interests that entitle their holders to a
proportionate share of the entity’s net assets, in the event of liquidation, shall be measured
either at fair value or at the present ownership instruments’ proportionate share of the
acquiree’s identifiable net assets. Other components of non-controlling interest are measured
at their acquisition date fair value, unless another measurement basis is required by another
PFRS.
*SGVMC115372*
-7The amendment also requires an entity (in a business combination) to account for the
replacement of the acquiree’s share-based payment transactions (whether obliged or
voluntarily), i.e., split between consideration and post combination expenses. However, if the
entity replaces the acquiree’s awards that expire as a consequence of the business
combination, these are recognized as post-combination expenses. It further specifies the
accounting for share-based payment transactions that the acquirer does not exchange for its
own awards: if vested - they are part of non-controlling interest and measured at their marketbased measure; if unvested - they are measured at market based value as if granted at
acquisition date, and allocated between non-controlling interest and post-combination
expense.

PFRS 7, Financial Instruments: Disclosures
This Amendment emphasizes the interaction between quantitative and qualitative disclosures
and the nature and extent of risks associated with financial instruments. The amendments to
quantitative and credit risk disclosures are as follows:
a. Clarify that only financial assets whose carrying amount does not reflect the maximum
exposure to credit risk need to provide further disclosure of the amount that represents the
maximum exposure to such risk.
b. Requires, for all financial assets, disclosure of the financial effect of collateral held as
security and other credit enhancements regarding the amount that best represents the
maximum exposure to credit risk (e.g., a description of the extent to which collateral
mitigates credit risk).
c. Remove disclosure of the collateral held as security, other credit enhancements and an
estimate of their fair value for financial assets that are past due but not impaired, and
financial assets that are individually determined to be impaired.
d. Remove the requirement to specifically disclose financial assets renegotiated to avoid
becoming past due or impaired.
e. Clarify that the additional disclosure required for financial assets obtained by taking
possession of collateral or other credit enhancements are only applicable to assets still
held at the reporting date.

PAS 1, Presentation of Financial Statements
This Amendment clarifies that an entity will present an analysis of other comprehensive
income for each component of equity, either in the statement of changes in equity or in the
notes to the financial statements.

PAS 27, Consolidated and Separate Financial Statements
This Amendment clarifies that the consequential amendments from PAS 27 made to
PAS 21, The Effect of Changes in Foreign Exchange Rates, PAS 28, Investments in
Associates and PAS 31, Interests in Joint Ventures apply prospectively for annual periods
beginning on or after July 1, 2009 or earlier when PAS 27 is applied earlier.

Philippine Interpretation IFRIC13, Customer Loyalty Programmes
This Amendment clarifies that when the fair value of award credits is measured based on the
value of the awards for which they could be redeemed, the amount of discounts or incentives
otherwise granted to customers not participating in the award credit scheme, is to be taken
into account.
*SGVMC115372*
-8Effective 2012
Philippine Interpretation IFRIC15, Agreement for the Construction of Real Estate
This Philippine Interpretation, effective for annual periods beginning on or after January 1, 2012,
covers accounting for revenue and associated expenses by entities that undertake the
construction of real estate directly or through subcontractors. The Philippine Interpretation
requires that revenue on construction of real estate be recognized only upon completion, except
when such contract qualifies as construction contract to be accounted for under PAS 11,
Construction Contracts, or involves rendering of services in which case revenue is recognized
based on stage of completion. Contracts involving provision of services with the construction
materials and where the risks and reward of ownership are transferred to the buyer on a
continuous basis will also be accounted for based on stage of completion.
The adoption of this Philippine Interpretation may significantly affect the determination of the
revenue and the corresponding costs, and the related real estate trade receivables, customers’
deposits, inventories, deferred tax liabilities and retained earnings accounts. The adoption of this
Philippine Interpretation will be accounted for retrospectively, and will result to restatement of prior
period financial statements. The Group is in the process of quantifying the impact of adoption of
this Philippine Interpretation when it becomes effective in 2012.
PAS 12 (Amendment), Income Taxes - Deferred Tax: Recovery of Underlying Assets
The amendment to PAS 12 is effective for annual periods beginning on or after January 1, 2012.
It provides a practical solution to the problem of assessing whether recovery of an asset will be
through use or sale. It introduces a presumption that recovery of the carrying amount of an asset
will normally be through sale.
PFRS 7 (Amendments), Financial Instruments: Disclosures - Disclosures - Transfers of Financial
Assets
The amendments to PFRS 7 are effective for annual periods beginning on or after July 1, 2011.
The amendments will allow users of financial statements to improve their understanding of transfer
transactions of financial assets (for example, securitizations), including understanding the possible
effects of any risks that may remain with the entity that transferred the assets. The amendments
also require additional disclosures if a disproportionate amount of transfer transactions are
undertaken around the end of a reporting period.
Effective 2013
PFRS 9, Financial Instruments: Classification and Measurement
PFRS 9, as issued in 2010, reflects the first phase of the work on the replacement of PAS 39 and
applies to classification and measurement of financial assets and financial liabilities as defined in
PAS 39. The Standard is effective for annual periods beginning on or after January 1, 2013. In
subsequent phases, hedge accounting and derecognition will be addressed. The completion of
this project is expected in second quarter of 2011. The adoption of the first phase of PFRS 9 will
have an effect on the classification and measurement of the Group’s financial assets. The Group
will quantify the effect in conjunction with the other phases, when issued, to present a
comprehensive picture.
*SGVMC115372*
-9Cash and Cash Equivalents
Cash includes cash on hand and 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 placement and that are subject to an insignificant risk of changes in
value.
Short-term and Long-term Cash Investments
Short-term cash investments consist of money market placements made for varying periods of
more than three (3) months and up to nine (9) months while long-term cash investments consist of
money market placements made for varying periods of more than one (1) year. These
investments earn interest at the respective short-term and long-term investment rates.
Financial Assets and Financial Liabilities
Date of recognition
The Group recognizes a financial asset or a financial liability in the consolidated statement of
financial position when it becomes a party to the contractual provisions of the instrument.
Purchases or sales of financial assets that require delivery of assets within the time frame
established by regulation or convention in the marketplace are recognized on the trade date,
which is the date when the Group commits to purchase or sell the asset.
Initial recognition of financial instruments
All financial assets and financial liabilities are initially recognized at fair value. Except for financial
assets and liabilities at fair value through profit or loss (FVPL), the initial measurement of financial
assets and liabilities include transaction costs. The Group classifies its financial assets in the
following categories: financial assets at FVPL, held-to-maturity (HTM) financial assets, AFS
financial assets, and loans and receivables. The Group classifies its financial liabilities as financial
liabilities at FVPL or other financial liabilities. The classification depends on the purpose for which
the investments were acquired and whether these are quoted in an active market. The financial
assets of the Group are of the nature of loans and receivable and AFS financial assets, while its
financial liabilities are of the nature of other financial liabilities. Management determines the
classification at initial recognition and re-evaluates such designation, where allowed and
appropriate, at every reporting date.
Financial instruments are classified as liability or equity in accordance with the substance of the
contractual arrangement. Interest, dividends, gains and losses relating to a financial instrument or
a component that is a financial liability, are reported as expense or income. Distributions to
holders of financial instruments classified as equity are charged directly to equity net of any
related income tax benefits.
The Group’s financial instruments are in the nature of loans and receivables, AFS financial assets
and other financial liabilities.
Determination of fair value
The fair value for financial instruments traded in active markets at the reporting date is based on
its quoted market price or dealer price quotations (bid price for long positions and ask price for
short positions), without any deduction for transaction costs. When current bid and ask prices are
not available, the price of the most recent transaction provides evidence of the current fair value
as long as there has not been a significant change in economic circumstances since the time of
the transaction.
*SGVMC115372*
- 10 For all other financial instruments not listed in an active market, the fair value is determined by
using appropriate valuation techniques. Valuation techniques include net present value
techniques, comparison to similar instruments for which market observable prices exist, option
pricing models, and other relevant valuation models.
Day 1 profit
Where the transaction price in a non-active market is different to the fair value from other
observable current market transactions in the same instrument or based on a valuation technique
whose variables include only data from observable market, the Group recognizes the difference
between the transaction price and fair value (a ‘Day 1’ profit) in profit or loss unless it qualifies for
recognition as some other type of asset or liability. In cases where inputs to the valuation
technique are not observable, the difference between the transaction price and model value is
only recognized in profit or loss when the inputs become observable or when the instrument is
derecognized. For each transaction, the Group determines the appropriate method of recognizing
the ‘Day 1’ profit amount.
Loans and receivables
Loans and receivables are nonderivative financial assets with fixed or determinable payments that
are not quoted in an active market. They are not entered into with the intention of immediate or
short-term resale and are not classified as financial assets held-for-trading, designated as AFS or
as financial assets at FVPL. Receivables are recognized initially at fair value, which normally
pertains to the billable amount. After initial measurement, loans and receivables are subsequently
measured at amortized cost using the effective interest rate method, less allowance for
impairment losses. Amortized cost is calculated by taking into account any discount or premium
on acquisition and fees that are an integral part of the effective interest rate. The amortization, if
any, is included in profit or loss. The losses arising from impairment of receivables are recognized
in profit or loss. These financial assets are included in current assets if maturity is within 12
months from the reporting date. Otherwise, these are classified as noncurrent assets.
This accounting policy applies primarily to the Group’s cash and cash equivalents, short-term
investments and receivables except for receivable from contractors and receivable from brokers.
AFS financial assets
AFS financial assets are nonderivative financial assets that are designated as such or do not
qualify to be classified or designated as financial assets at FVPL, HTM investments or loans and
receivables. These are purchased and held indefinitely, and may be sold in response to liquidity
requirements or changes in market conditions.
After initial measurement, AFS financial assets are measured at fair value. The unrealized gains
and losses arising from the fair valuation of AFS financial assets are excluded from reported
earnings and are reported in the other comprehensive income (OCI).
When the investment is disposed of, the cumulative gain or loss previously recognized in OCI is
recognized as miscellaneous income in profit or loss. Where the Group holds more than one
investment in the same security these are deemed to be disposed of on a first-in first-out basis.
Interest earned on holding AFS financial assets are reported as interest income using the effective
interest rate. Dividends earned on holding AFS financial assets are recognized in profit or loss as
part of miscellaneous income when the right to receive payment has been established. The
losses arising from impairment of such investments are recognized as provisions for impairment
losses in profit or loss.
*SGVMC115372*
- 11 When the fair value of AFS financial assets cannot be measured reliably because of lack of
reliable estimates of future cash flows and discount rates necessary to calculate the fair value of
unquoted equity instruments, these investments are carried at cost, less any impairment losses.
The Group’s AFS financial assets pertain to investments in unquoted equity securities included
under “Other noncurrent assets” account in the consolidated statement of financial position.
As of January 1, 2009, a portion of the AFS financial assets comprise of quoted and unquoted
equity securities while as of December 31, 2010 and 2009, AFS financial assets comprise of
unquoted equity securities only.
Other financial liabilities
Other financial liabilities are initially recognized at the fair value of the consideration received less
directly attributable transaction costs.
After initial recognition, other financial liabilities are subsequently measured at amortized cost
using the effective interest method. Amortized cost is calculated by taking into account any
discount or premium on the issue and fees that are an integral part of the effective interest rate.
Gains and losses are recognized in profit or loss when the liabilities are derecognized, as well as
through the amortization process. Any effects of restatement of foreign currency-denominated
liabilities are recognized in profit or loss.
This accounting policy applies primarily to the Group’s bank loans, loans payable, accounts and
other payables, liabilities for purchased land, payable to related parties and long-term notes and
other liabilities that meet the above definition (other than liabilities covered by other accounting
standards, such as pension liability, income tax payable and deferred tax liabilities).
Derecognition of Financial Assets and Financial Liabilities
Financial asset
A financial asset (or, where applicable, a part of a group of financial assets) is derecognized
where: (a) the rights to receive cash flows from the assets have expired; (b) the Group retains the
right to receive cash flows from the asset, but has assumed an obligation to pay them in full
without material delay to a third-party under a “pass-through” arrangement; or (c) the Group has
transferred its right to receive cash flows from the asset and either: (i) has transferred substantially
all the risks and rewards of the asset, or (ii) has neither transferred nor retained the risks and
rewards of the asset but has transferred control of the asset.
Where the Group has transferred its rights to receive cash flows from an asset or has entered into
a pass-through arrangement, and has neither transferred nor retained substantially all the risks
and rewards of the asset nor transferred control of the asset, the asset is recognized to the extent
of the Group’s continuing involvement in the asset. Continuing involvement that takes the form of
a guarantee over the transferred asset is measured at the lower of the original carrying amount of
the asset and the maximum amount of consideration that the Group could be required to repay.
Financial liability
A financial liability is derecognized when the obligation under the liability is discharged or
cancelled or has expired. Where an existing financial liability is replaced by another from the
same lender on substantially different terms, or the terms of an existing liability are substantially
modified, such an exchange or modification is treated as a derecognition of the original liability
and the recognition of a new liability, and the difference in the respective carrying amounts is
recognized in profit or loss.
*SGVMC115372*
- 12 Impairment of Financial Assets
The Group assesses at each reporting date whether there is objective evidence that a financial
asset or group of financial assets is impaired. A financial asset or a group of financial assets is
deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one
or more events that has occurred after the initial recognition of the asset (an incurred ‘loss event’)
and that loss event (or events) has an impact on the estimated future cash flows of the financial
asset or the group of financial assets that can be reliably estimated. Evidence of impairment may
include indications that the borrower or a group of borrowers is experiencing significant financial
difficulty, default or delinquency in interest or principal payments, and where observable data
indicate that there is measurable decrease in the estimated future cash flows, such as changes in
arrears or economic conditions that correlate with defaults.
For loans and receivables carried at amortized cost, the Group first assesses whether an objective
evidence of impairment exists individually for financial assets that are individually significant. If
there is objective evidence that an impairment loss has been incurred, the amount of the loss is
measured as the difference between the assets’ carrying amount and the present value of the
estimated future cash flows (excluding future credit losses that have not been incurred). If it is
determined that no objective evidence of impairment exists for an individually assessed financial
asset, the asset, together with the other assets that are not individually significant and were thus
not individually assessed for impairment, is included in a group of financial assets with similar
credit risk characteristics and that group of financial assets is collectively assessed for impairment.
Assets that are individually assessed for impairment and for which an impairment loss is or
continues to be recognized are not included in a collective assessment of impairment.
For the purpose of a collective evaluation of impairment, financial assets are grouped on the basis
of credit risk characteristics such as selling price of the lots and residential houses, past-due
status and term.
Future cash flows in a group of financial assets that are collectively evaluated for impairment are
estimated on the basis of historical loss experience for assets with credit risk characteristics
similar to those in the group. Historical loss experience is adjusted on the basis of current
observable data to reflect the effects of current conditions that did not affect the period on which
the historical loss experience is based and to remove the effects of conditions in the historical
period that do not exist currently. The methodology and assumptions used for estimating future
cash flows are reviewed regularly by the Group to reduce any differences between loss estimates
and actual loss experience.
The carrying amount of the asset is reduced through use of an allowance account and the amount
of loss is charged to profit or loss. Loans, together with the associated allowance accounts, are
written off when there is no realistic prospect of future recovery and all collateral has been
realized. If, in a subsequent year, the amount of the estimated impairment loss decreases
because of an event occurring after the impairment was recognized, the previously recognized
impairment loss is reversed. Any subsequent reversal of an impairment loss is recognized in profit
or loss, to the extent that the carrying value of the asset does not exceed its amortized cost at the
reversal date.
*SGVMC115372*
- 13 AFS financial assets carried at fair value
In case of equity investments classified as AFS financial assets, impairment indicators would
include a significant or prolonged decline in the fair value of the investments below their
corresponding cost. Where there is evidence of impairment, the cumulative loss - measured as
the difference between the acquisition cost and the current fair value, less any impairment loss on
that financial asset previously recognized in OCI is removed from OCI and recognized in profit or
loss. Impairment losses on equity investments are not reversed through the profit and loss.
Increases in fair value after impairment are recognized directly in OCI.
AFS financial assets carried at cost
If there is an objective evidence that an impairment loss on an unquoted equity instrument that is
not carried at fair value because its fair value cannot be reliably measured, the amount of the loss
is measured as the difference between the carrying amount and the present value of estimated
future cash flows discounted at the current market rate of return for a similar financial asset.
Offsetting Financial Instruments
Financial assets and financial liabilities are offset and the net amount reported in the consolidated
statement of financial position if, and only if, there is a currently enforceable legal right to offset the
recognized amounts and there is an intention to settle on a net basis, or to realize the asset and
settle the liability simultaneously.
Real Estate Inventories
Real estate inventories consist of subdivision land, residential houses and lots and condominium
units for sale and development. These are properties acquired or being constructed for sale in the
ordinary course of business rather than to be held for rental or capital appreciation. These are
held as inventory and are measured at the lower of cost and net realizable value (NRV).
Cost includes:
 Acquisition cost of subdivision land
 Amounts paid to contractors for construction and development of subdivision land and
residential units
 Capitalized borrowing costs, planning and design costs, cost of site preparation, professional
fees for legal services, property transfer taxes, construction overheads and other related
costs.
Nonrefundable commissions paid to sales or marketing agents on the sale of real estate units are
expensed when paid.
NRV is the estimated selling price in the ordinary course of the business, based on market prices
at the reporting date, less costs to complete and the estimated costs of sale.
The cost of inventory recognized in profit or loss on disposal is determined with reference to the
specific costs incurred on the property sold and an allocation of any non-specific costs based on
the relative size of the property sold.
Land for Future Development
Land for future development consist of properties for future developments and are carried at the
lower of cost or NRV. NRV is the estimated selling price in the ordinary course of business, less
cost to complete and costs of sale. Costs include cost incurred for development and
improvements of the properties. Upon start of development, the related cost of the land is
transferred to real estate inventories.
*SGVMC115372*
- 14 Prepaid Expenses
Prepaid expenses are carried at cost less the amortized portion. These typically comprise
prepayments for marketing fees, taxes and licenses, rentals and insurance.
Investment in an Associate
The investment in an associate is accounted for under the equity method of accounting. An
associate is an entity in which the Group has significant influence and which is neither a subsidiary
nor a joint venture.
An investment in an associate is accounted for using the equity method from the day it becomes
an associate. On acquisition of investment, the excess of the cost of investment over the
investor’s share in the net fair value of the investee’s identifiable assets, liabilities and contingent
liabilities is included in the carrying amount of the investment and not amortized. Any excess of
the investor’s share of the net fair value of the associate’s identifiable assets, liabilities and
contingent liabilities over the cost of the investment is excluded from the carrying amount of the
investment, and is instead included as income in the determination of the share in the earnings of
the investees.
Under the equity method, the investment in an associate is carried in the consolidated statement
of financial position at cost plus post-acquisition changes in the Group’s share in the net assets of
the associate, less any impairment in values. The profit or loss reflects the share of the results of
the operations of the investee companies reflected as “Equity in net income of an associate”. The
Group’s share of post-acquisition movements in the investee’s equity reserves is recognized
directly in equity. Profits and losses resulting from transactions between the Group and the
investee company are eliminated to the extent of the interest in the investee company and for
unrealized losses to the extent that there is no evidence of impairment of the asset transferred.
Dividends received are treated as a reduction of the carrying value of the investment.
The reporting date of the investee company and the Group is identical and its accounting policies
conform to those used by the Group for like transactions and events in similar circumstances.
Beginning January 1, 2010, upon loss of significant influence over the associate, the Group
measures and recognizes any retaining investment at its fair value. Any difference between the
carrying amount of the associate upon loss of significant influence and the fair value of the
retained investment and proceeds from disposal is recognized in profit or loss.
The Group has a reciprocal holding in Polar Property Holdings, Inc. (PPHI). The Group takes up
its share on its associate’s profit excluding the equity income arising on the reciprocal holding. An
adjustment is also made to reduce the Group’s equity balance and its investment in an associate
by its effective percentage of ownership on its own shares.
Property and Equipment
Property and equipment are carried at cost less accumulated depreciation and amortization and
any impairment in value.
The initial cost of property and equipment consists of its purchase price, including import duties,
taxes and any directly attributable costs of bringing the asset to its working condition and location
for its intended use. Expenditures incurred after the property and equipment have been put into
operation, such as repairs and maintenance are normally charged against operations in the period
in which the costs are incurred. All other repair and maintenance costs are recognized in profit or
loss as incurred.
*SGVMC115372*
- 15 Depreciation and amortization of property and equipment commences once the property and
equipment are available for use and computed using the straight-line basis over the estimated
useful life of property and equipment as follows:
Building and building improvements
Transportation equipment
Office furniture, fixtures and equipment
Construction equipment
Other fixed assets
Years
20
2 to 5
2 to 5
2 to 5
1 to 5
Building improvements are amortized on a straight-line basis over the term of the lease or the
estimated useful life of the asset, whichever is shorter.
The useful lives and depreciation and amortization method are reviewed annually to ensure that
the period and method of depreciation and amortization are consistent with the expected pattern
of economic benefits from items of property and equipment.
When property and equipment are retired or otherwise disposed of, the cost of the related
accumulated depreciation and amortization and accumulated provision for impairment losses, if
any, are removed from the accounts and any resulting gain or loss is credited to or charged
against current operations.
Fully depreciated property and equipment are retained in the accounts until they are no longer in
use and no further depreciation is charged against current operations.
Interests in Joint Ventures
Interests in joint ventures (JV), where the venturer has joint control, represent one or more assets,
usually in the form of cash, contributed to, or acquired for the purpose of the joint venture and
dedicated to the purposes of the JV. The assets are used to obtain benefits for the venturers.
Each venturer may take a share of the output from the assets and each bears an agreed share of
the expenses incurred. These JV do not involve the establishment of a corporation, partnership or
other entity, or a financial structure that is separate from the venturers themselves. Each venturer
has control over its share of future economic benefits through its share of the jointly controlled
asset.
System Development Costs
Costs associated with developing or maintaining computer software programs are recognized as
expense as incurred. Costs that are directly associated with identifiable and unique software
controlled by the Group and will generate economic benefits exceeding costs beyond one year,
are recognized as intangible assets to be measured at cost less accumulated amortization and
provision for impairment losses, if any.
System development costs, recognized as assets, are amortized using the straight-line method
over their useful lives, but not exceeding a period of three years. Where an indication of
impairment exists, the carrying amount of computer system development costs is assessed and
written down immediately to its recoverable amount.
*SGVMC115372*
- 16 Business Combination
Business combination between entities under common control
Business combination between entities under common control is accounted under historical cost
basis similar to pooling of interest method. Under pooling of interest method, the assets and
liabilities of the combining entities are reflected at their carrying amounts. No adjustments are
made to reflect fair values, or recognize any new assets or liabilities. No ‘new’ goodwill is
recognized as a result of the combination. The only goodwill that is recognized is any existing
goodwill relating to either of the combining entities. Any difference between the consideration paid
and the equity ‘acquired’ is reflected in additional-paid-in capital. The consolidated statement of
comprehensive income reflects the results of the combining entities for the full year, irrespective of
when the combination took place. Comparatives are presented as if the entities had always been
combined.
The combined entities accounted for by the pooling of interests method reports results of
operations for the period in which the combination occurs as though the entities had been
combined as of the beginning of the period. The effects of intercompany transactions on current
assets, current liabilities, revenue, and cost of sales for the periods presented and on retained
earnings at the beginning of the periods presented are eliminated.
Business combination (other than under common control) and goodwill
From January 1, 2010
Business combinations are accounted for using the acquisition method. The cost of an acquisition
is measured as the aggregate of the consideration transferred, measured at acquisition date fair
value and the amount of any non-controlling interest in the acquiree. For each business
combination, the acquirer measures the non-controlling interest in the acquiree either at fair value
or at the proportionate share of the acquiree’s identifiable net assets. Acquisition costs incurred
are expensed and included in administrative expenses.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for
appropriate classification and designation in accordance with the contractual terms, economic
circumstances and pertinent conditions as at the acquisition date. This includes the separation of
embedded derivatives in host contracts by the acquiree.
If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s
previously held equity interest in the acquiree is remeasured to fair value at the acquisition date
through profit or loss.
Any contingent consideration to be transferred by the acquirer will be recognized at fair value at
the acquisition date. Subsequent changes to the fair value of the contingent consideration which
is deemed to be an asset or liability, will be recognized in accordance with PAS 39 either in profit
or loss or as a change to other comprehensive income. If the contingent consideration is
classified as equity, it should not be remeasured until it is finally settled within equity.
Goodwill is initially measured at cost being the excess of the aggregate of the consideration
transferred and the amount recognised for non-controlling interest over the net identifiable assets
acquired and liabilities assumed. If this consideration is lower than the fair value of the net assets
of the subsidiary acquired, the difference is recognized in profit or loss.
*SGVMC115372*
- 17 Following initial recognition, goodwill is measured at cost less any accumulated impairment loss.
Goodwill is reviewed for impairment, annually or more frequently if events or changes in
circumstances indicate that the carrying value may be impaired. For purposes of impairment
testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each
of the Group’s cash-generating units (CGUs), or groups of CGUs, that are expected to benefit from
the synergies of the combination, irrespective of whether other assets or liabilities of the Group are
assigned to those units or groups of units. Each unit or group of units to which the goodwill is
allocated should:


represent the lowest level within the Group at which the goodwill is monitored for internal
management purposes; and
not be larger than an operating segment determined in accordance with PFRS 8.
Impairment is determined by assessing the recoverable amount of the CGU (or group of CGUs), to
which the goodwill relates. Where the recoverable amount of the CGU (or group of CGUs) is less
than the carrying amount, an impairment loss is recognized. Where goodwill forms part of a CGU
(or group of CGUs) and part of the operation within that unit is disposed of, the goodwill associated
with the operation disposed of is included in the carrying amount of the operation when determining
the gain or loss on disposal of the operation. Goodwill disposed of in these circumstances is
measured based on the relative values of the operation disposed of and the portion of the CGU
retained. If the acquirer’s interest in the net fair value of the identifiable assets, liabilities and
contingent liabilities exceeds the cost of the business combination, the acquirer shall recognize
immediately in the consolidated statement of comprehensive income any excess remaining after
reassessment.
Prior to January 1, 2010
In comparison to the above-mentioned requirements, the following differences applied:
Business combinations were accounted for using the purchase method. Transaction costs directly
attributable to the acquisition formed part of the acquisition costs. The non-controlling interest
(formerly known as minority interest) was measured at the proportionate share of the acquiree’s
identifiable net assets.
Business combinations achieved in stages were accounted for as separate steps. Any additional
acquired share of interest did not affect previously recognized goodwill.
When the Group acquired a business, embedded derivatives separated from the host contract by
the acquiree were not reassessed on acquisition unless the business combination resulted in a
change in the terms of the contract that significantly modified the cash flows that otherwise would
have been required under the contract.
Contingent consideration was recognized if, and only if, the Group had a present obligation, the
economic outflow was more likely than not and a reliable estimate was determinable. Subsequent
adjustments to the contingent consideration were recognized as part of goodwill.
Goodwill acquired in a business combination is initially measured at cost, being the excess of the
cost of the business combination over the Group’s interest in the net fair value of the identifiable
assets, liabilities and contingent liabilities of the acquired entity at the date of acquisition.
*SGVMC115372*
- 18 If the initial accounting for a business combination can only be determined on a provisional basis
by the end of the period in which the combination is effected because either the fair values to be
assigned to the acquiree’s identifiable assets, liabilities or contingent liabilities or the cost of the
combination can be determined only provisionally, the Parent Company accounts for the
combination using those provisional values. The Parent Company recognizes any adjustment to
those provisional values as a result of completing the initial accounting within 12 months from the
acquisition date.
Impairment of Nonfinancial Assets
This accounting policy relates to property and equipment, investment in an associate, interests in
joint ventures, model house accessories and system development costs.
The Group assesses as at reporting date whether there is an indication that nonfinancial assets
may be impaired. If any such indication exists, or when annual impairment testing for an asset is
required, the Group makes an estimate of the asset’s recoverable amount. An asset’s
recoverable amount is calculated as the higher of the asset’s or cash-generating unit’s fair value
less costs to sell and its value in use and is determined for an individual asset, unless the asset
does not generate cash inflows that are largely independent of those assets or groups of assets.
Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered
impaired and is written down to its recoverable amount. 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.
Impairment losses of continuing operations are recognized in profit or loss in those expense
categories consistent with the function of the impaired asset.
For assets excluding goodwill, an assessment is made at each reporting date as to whether there
is an indication that previously recognized impairment losses may no longer exist or may have
decreased. If such indication exists, the recoverable amount is estimated. A previously
recognized impairment loss is reversed only if there has been a change in the estimates used to
determine the asset’s recoverable amount since the last impairment loss was recognized. If that
is the case, the carrying amount of the asset is increased to its recoverable amount. That
increased amount cannot exceed the carrying amount that would have been determined, net of
depreciation and amortization, had no impairment loss been recognized for the asset in prior
years. Such reversal is recognized in profit or loss unless the asset is carried at revalued amount,
in which case the reversal is treated as revaluation increase in the other comprehensive income.
After such reversal, the depreciation and amortization charge is adjusted in future periods to
allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over
its remaining useful life.
The following criteria are also applied in assessing impairment of specific assets:
Investment in an associate
After application of the equity method, the Group determines whether it is necessary to recognize
any additional impairment loss with respect to the Group’s net investment in the investee
companies. The Group determines at each reporting date whether there is any objective evidence
that the investment in an associate is impaired. If this is the case, the Group calculates the
amount of impairment as being the difference between the recoverable amount and the carrying
value of the investee company and recognizes the difference in profit or loss.
*SGVMC115372*
- 19 Revenue and Cost Recognition
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the
Group and the revenue can be reliably measured.
Real estate revenue
For real estate sales, the Group assesses whether it is probable that the economic benefits will
flow to the Group when the sales prices are collectible. Collectibility of the sales price is
demonstrated by the buyer’s commitment to pay, which in turn is supported by substantial initial
and continuing investments that give the buyer a stake in the property sufficient that the risk of
loss through default motivates the buyer to honor its obligation to the seller. Collectibility is also
assessed by considering factors such as the credit standing of the buyer, age and location of the
property.
Revenue from sales of completed real estate projects is accounted for using the full accrual
method. In accordance with Philippine Interpretations Committee, Q&A 2006-01, the percentageof-completion method is used to recognize income from sales of projects where the Group has
material obligations under the sales contract to complete the project after the property is sold, the
equitable interest has been transferred to the buyer, construction is beyond preliminary stage
(i.e., engineering, design work, construction contracts execution, site clearance and preparation,
excavation and the building foundation are finished, and the costs incurred or to be incurred can
be measured reliably). Under this method, revenue is recognized as the related obligations are
fulfilled, measured principally on the basis of the estimated completion of a physical proportion of
the contract work.
Any excess of collections over the recognized receivables are included in the “Customers’
advances and deposits” account in the liabilities section of the consolidated statement of financial
position.
When a sale of real estate does not meet the requirements for revenue recognition, the sale is
accounted for under the deposit method. Under this method, revenue is not recognized, and the
receivable from the buyer is not recorded. The real estate inventories continue to be reported on
the consolidated statement of financial position as “Real estate inventories” and the related liability
as deposits under “Customers’ advances and deposits”.
Cost of real estate sales is recognized consistent with the revenue recognition method applied.
Cost of subdivision land and condominium units sold before the completion of the development is
determined on the basis of the acquisition cost of the land plus its full development costs, which
include estimated costs for future development works, as determined by the Group’s in-house
technical staff.
Interest income
Interest is recognized as it accrues (using the effective interest method i.e, the rate that exactly
discounts estimated future cash receipts through the expected life of the financial instrument to the
net carrying amount of the financial asset).
Dividend income
Dividend income is recognized when the Group’s right to receive payment is established.
*SGVMC115372*
- 20 Pension Cost
Pension cost is actuarially determined using the projected unit credit method. This method
reflects services rendered by employees up to the date of valuation and incorporates assumptions
concerning employees’ projected salaries. Actuarial valuations are conducted with sufficient
regularity, with option to accelerate when significant changes to underlying assumptions occur.
Pension cost includes current service cost, interest cost, expected return on any plan assets,
actuarial gains and losses and the effect of any curtailments or settlements.
The Group recognizes gains or losses on curtailment or settlement of a defined benefit plan when
the curtailment or settlement occurs. Losses on settlements or curtailments are measured at the
date on which the Group becomes demonstrably committed to the transaction. Gains on
settlements or curtailments are measured at the date on which all parties, whose consent is
required, are irrevocably committed. The gains or losses on curtailment or settlement shall
comprise the following:



any resulting change in the present value of the defined benefit obligation;
any resulting change in fair value of plans; and
any related actuarial gains and losses and past service cost that had not previously been
recognized.
The net pension liability recognized in the consolidated statement of financial position in respect of
the defined benefit pension plan is the present value of the defined benefit obligation at the
reporting date less the fair value of the plan assets, together with adjustments for unrecognized
actuarial gains or losses and past service costs that shall be recognized in later periods. The
defined benefit obligation is calculated by an independent actuary using the projected unit credit
method. The present value of the defined benefit obligation is determined using risk-free interest
rate of government bonds that have terms to maturity approximating to the terms of the related
pension liability or applying a single weighted average discount rate that reflects the estimated
timing and amount of benefit payments.
The actuarial gains and losses arising from experience adjustments and changes in actuarial
assumptions are immediately charged to or credited to profit or loss.
Past service cost, if any, is recognized immediately in income, unless the changes to the pension
plan are conditional on the employees remaining in service for a specified period of time (the
vesting period). In this case, the past service cost is amortized on a straight-line basis over the
vesting period.
Income Tax
Current tax
Current tax assets and liabilities for the current and prior periods are measured at the amount
expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used
to compute the amount are those that are enacted or substantively enacted by the reporting date.
Deferred tax
Deferred income tax is provided using the liability method on temporary differences, with certain
exceptions, at the reporting date between the tax bases of assets and liabilities and their carrying
amounts for financial reporting purposes.
*SGVMC115372*
- 21 Deferred tax liabilities are recognized for all taxable temporary differences, with certain
exceptions. Deferred tax assets are recognized for all deductible temporary differences,
carryforward benefit of unused tax credits from excess of minimum corporate income tax (MCIT)
over the regular corporate income tax and unused net operating loss carryover (NOLCO), to the
extent that it is probable that taxable income will be available against which the deductible
temporary differences and carryforward benefits of unused tax credits from MCIT and NOLCO can
be utilized.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the
extent that it is no longer probable that sufficient taxable income will be available to allow the
deferred tax assets to be utilized. Unrecognized deferred tax assets are reassessed at each
reporting date and are recognized to the extent that it has become probable that future taxable
income will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rate that is expected to apply in the
period when the asset is realized or the liability is settled, based on tax rates and tax laws that
have been enacted or substantively enacted at the reporting date.
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set
off current tax assets against current tax liabilities, and the deferred taxes relate to the same
taxable entity and the same taxation authority.
Commission
The Group recognizes commission when services are rendered by the broker. The commission
expense is accrued upon receipt of down payment from the buyer comprising a substantial portion
of the contract price and the capacity to pay and credit worthiness of buyers have been
reasonably established for sales under the deferred cash payment arrangement.
Expenses
Direct operating expenses and general and administrative expenses, except for lease
agreements, are recognized as they are incurred.
Operating Leases
The determination of whether an arrangement is, or contains a lease is based on the substance of
the arrangement at inception date of whether the fulfillment of the arrangement is dependent on
the use of a specific asset or assets or the arrangement conveys a right to use the asset. A
reassessment is made after inception of the lease only if one of the following applies: (a) there is a
change in contractual terms, other than a renewal or extension of the arrangement; (b) a renewal
option is exercised or extension granted, unless the term of the renewal or extension was initially
included in the lease term; (c) there is a change in the determination of whether fulfillment is
dependent on a specified asset; or (d) there is a substantial change to the asset.
Where a reassessment is made, lease accounting shall commence or cease from the date when
the change in circumstances gave rise to the reassessment for scenarios (a), (c) or (d) and at the
date of renewal or extension period for scenario (b).
Group as lessee
Leases where the lessor retains substantially all the risks and benefits of the ownership of the
asset are classified as operating leases. Fixed lease payments are recognized as expense on a
straight-line basis over the lease term while the variable rent is recognized as an expense based
on the terms of the lease contract.
*SGVMC115372*
- 22 Foreign Currency Transactions
The consolidated financial statements are presented as Philippine Peso, which is also the Parent
Company’s functional currency.
Each entity in the Group determines its own functional currency and items included in the financial
statements of each entity are measured using that functional currency. Transactions in foreign
currencies are initially recorded in the functional currency rate ruling at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional
currency rate of exchange ruling at the reporting date. All differences are taken to profit or loss.
Provisions
Provisions are recognized when the Group has 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 Group expects a provision to be reimbursed, the reimbursement is
recognized as a separate asset but only when the reimbursement is virtually certain.
If the effect of the time value of money is material, provisions are determined by discounting the
expected future cash flows at a pre-tax rate that reflects current market assessments of the time
value of money and, where appropriate, the risks specific to the liability. Where discounting is
used, the increase in the provision due to the passage of time is recognized as interest expense.
Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate.
Borrowing Costs
Borrowing costs directly attributable to the acquisition or construction of an asset that necessarily
takes a substantial period of time to get ready for its intended use or sale are capitalized as part of
the cost of the respective assets (included in “Real estate inventories” account in the consolidated
statement of financial position). All other borrowing costs are expensed in the period in which they
occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with
the borrowing of funds.
The interest capitalized is calculated using the Group’s weighted average cost of borrowings after
adjusting for borrowings associated with specific developments. Where borrowings are
associated with specific developments, the amounts capitalized is the gross interest incurred on
those borrowings less any investment income arising on their temporary investment.
Interest is capitalized from the commencement of the development work until the date of practical
completion. The capitalization of finance costs is suspended if there are prolonged periods when
development activity is interrupted. Interest is also capitalized on the purchase cost of a site of
property acquired specifically for redevelopment but only where activities necessary to prepare the
asset for redevelopment are in progress.
Equity
When the shares are sold at premium, the difference between the proceeds at the par value is
credited to “Additional paid-in capital” account. Direct costs incurred related to equity issuance are
chargeable to “Additional paid-in capital” account. If additional paid-in capital is not sufficient, the
excess is charged against retained earnings. When the Group issues more than one class of
stock, a separate account is maintained for each class of stock and the number of shares issued.
*SGVMC115372*
- 23 Retained earnings represent accumulated earnings of the Group less dividends declared.
Own equity instruments which are reacquired (treasury shares) are recognized at cost and
deducted from equity. No gain or loss is recognized in profit or loss on the purchase, sale, issue
or cancellation of the Group’s own equity instruments. Any difference between the carrying
amount and the consideration, if reissued, is recognized in additional paid-in capital. Voting rights
related to treasury shares are nullified for the Group and no dividends are allocated to them
respectively. When the shares are retired, the capital stock account is reduced by its par value
and the excess of cost over par value upon retirement is debited to additional paid-in capital to the
extent of the specific or average additional paid-in capital when the shares were issued and to
retained earnings for the remaining balance.
Basic and Diluted Earnings Per Share (EPS)
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 is computed by dividing net income for the
year by the weighted average number of common shares issued and outstanding during the year
after giving effect to assumed conversion of potential common shares. The calculation of diluted
EPS does not assume conversion, exercise, or other issue of potential common shares that would
have an antidilutive effect on earnings per share.
As of December 31, 2010, 2009 and 2008, the Group has no dilutive potential common shares.
Operating Segments
The Group’s operating businesses are organized and managed separately according to the nature
of the products and services provided, with each segment representing a strategic business unit
that offers different products and serves different markets. Financial information on operating
segments is presented in Note 5 to the consolidated financial statements.
Contingencies
Contingent liabilities are not recognized in the consolidated financial statements. These are
disclosed unless the possibility of an outflow of resources embodying economic benefits is remote.
Contingent assets are not recognized in the consolidated financial statements but disclosed when
an inflow of economic benefits is probable.
Events After the Reporting Date
Post year-end events that provide additional information about the Group’s position at the
reporting date (adjusting events) are reflected in the consolidated financial statements. Post yearend events that are not adjusting events are disclosed in the consolidated financial statements
when material.
3. Significant Accounting Judgments and Estimates
The preparation of accompanying consolidated financial statements in compliance with PFRS
requires management to make estimates and assumptions that affect the amounts reported in the
consolidated financial statements and accompanying notes. The estimates and assumptions used
in the consolidated financial statements are based upon management’s evaluation of relevant
facts and circumstances as at the date of the consolidated financial statements. Actual results
could differ from such estimates.
*SGVMC115372*
- 24 Estimates and judgments are continually evaluated and are based on historical experience and
other factors, including expectations of future events that are believed to be reasonable under the
circumstances.
Judgments
In the process of applying the Group’s accounting policies, management has made the following
judgments, apart from those involving estimations, which have the most significant effect on the
amounts recognized in the consolidated financial statements:
Revenue and cost recognition
Selecting an appropriate revenue recognition method for a particular real estate sale transaction
requires certain judgments based on, among others:


Buyer’s commitment on the sale which may be ascertained through the significance of the
buyer’s initial investment; and
Stage of completion of the project.
Distinction between real estate inventories and land for future development
The Group determines whether a property will be classified as Real estate inventories or Land for
future development. In making this judgment, the Group considers whether the property will be
sold in the normal operating cycle (Real estate inventories) or whether it will be retained as part of
the Group’s strategic landbanking activities for development or sale in the medium or long-term
(Land for future development).
Collectibility of the sales price
For real estate sales, in determining whether the sales prices are collectible, the Group considers
that initial and continuing investments by the buyer of about 5% would demonstrate the buyer’s
commitment to pay.
Operating lease commitments - the Group as lessee
The Group has entered into contract of lease for some of the office space it occupies. The Group
has determined that all significant risks and benefits of ownership on these properties will be
retained by the lessor. In determining significant risks and benefits of ownership, the Group
considered, among others, the significance of the lease term as compared with the estimated
useful life of the related asset. The Group accordingly accounted for these as operating leases.
Impairment of AFS financial assets carried at cost
The Group follows the guidance of PAS 39 in determining when an asset is impaired. This
determination requires significant judgment. In making this judgment, the Group evaluates,
among other factors, the duration and extent to which the fair value of an investment is less than
its cost; the financial health of and near-term business outlook of the investee, including factors
such as industry and sector performance, changes in technology and operational and financing
cash flow.
Contingencies
The Group is currently involved in various legal proceedings. The estimate of probable costs for
the resolution of these claims has been developed in consultation with outside counsel handling
the defense in these matters and is based upon an analysis of potential results. The Group
currently does not believe that these proceedings will have a material effect on the Group’s
financial position (see Note 32).
*SGVMC115372*
- 25 Management’s Use of Estimates
The key assumptions concerning the future and other key sources of estimation uncertainty at the
reporting date , that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year are discussed below.
Revenue and cost recognition
The Group’s revenue recognition policies require management to make use of estimates and
assumptions that may affect the reported amounts of revenue and costs. The Group’s revenue
from real estate is recognized based on the percentage of completion measured principally on the
basis of the actual costs incurred to date over the estimated total costs of the project.
The related balances from real estate transactions follow:
Revenue
Costs of sales (Note 9)
2010
P
= 11,338,533,300
5,656,325,105
2009
2008
P
= 9,629,663,010 P
= 10,435,822,103
5,003,984,152
5,273,025,863
Estimating allowance for impairment losses on receivables
The Group maintains allowances for impairment losses based on the results of the individual and
collective assessments under PAS 39. For both individual and collective assessment, the Group
is required to obtain the present value of estimated cash flows using the receivable’s original
effective interest rate. The estimated cash flows considers the management’s estimate of
proceeds from the disposal of the collateral less cost to repair, cost to sell and return of deposit
due to the defaulting party. The cost to repair and cost to sell are based on historical experience.
The methodology and assumptions used for the individual and collective assessments are based
on management’s judgments and estimates made for the year. Therefore, the amount and timing
of recorded expense for any period would differ depending on the judgments and estimates made
for the year. The balance of the Group’s receivables, net of allowance for impairment loss,
= 19,073.60 million, P
= 18,137.62 million and P
= 18,072.87 million as of December 31,
amounted to P
2010, 2009 and January 1, 2009, respectively (see Note 8).
Evaluation of net realizable value of real estate inventories and land for future development
Real estate inventories and land for future development are valued at the lower of cost or NRV.
This requires the Group to make an estimate of the real estate for sale inventories and land for
future development’ estimated selling price in the ordinary course of business, cost of completion
and costs necessary to make a sale to determine the NRV. The Group adjusts the cost of its real
estate inventories and land for future development to NRV based on its assessment of the
recoverability of these assets. In determining the recoverability of these assets, management
considers whether these assets are damaged, if their selling prices have declined and
management’s plan in discontinuing the real estate projects. Estimated selling price is derived
from publicly available market data and historical experience, while estimated selling costs are
basically commission expense based on historical experience. Management would also obtain
the services of an independent appraiser to determine the fair value of undeveloped land based
on the latest selling prices of the properties of the same characteristics of the land for future
development. Real estate inventories amounted to P
= 12,498.61 million, P
= 11,795.70 million and
P
= 8,792.97 million, as of December 31, 2010, 2009 and January 1, 2009, respectively (see Note 9).
Land for future development amounted to P
= 18,042.08 million, P
= 16,925.97 million and
P
= 16,453.64 million as of December 31, 2010, 2009 and January 1, 2009, respectively (see
Note 11).
*SGVMC115372*
- 26 Evaluation of impairment
The Group reviews investment in an associate, interests in joint ventures, property and equipment
and system development costs for impairment of value. This includes considering certain
indications of impairment such as significant changes in asset usage, significant decline in assets’
market value, obsolescence or physical damage of an asset, significant underperformance relative
to expected historical or projected future operating results and significant negative industry or
economic trends.
The Group estimates the recoverable amount as the higher of the fair value les cost to sell and
value in use. In determining the present value of estimated future cash flows expected to be
generated from the continued use of the assets, the Group is required to make estimates and
assumptions that may affect investment in an associate, property and equipment and system
development cost.
The fair value less costs to sell calculation is based on available data from binding sales
transactions in an arm’s length transaction of similar assets or observable market prices less
incremental costs for disposing of the asset. The value in use calculation is based on a
discounted cash flow model. The cash flows are derived from the budget for the next five years
and do not include restructuring activities that the Group is not yet committed to or significant
future investments that will enhance the asset’s performance of the cash generating unit being
tested. The recoverable amount is most sensitive to the discount rate used for the discounted
cash flow model as well as the expected future cash inflows and the growth rate used for
extrapolation purposes.
Based on management assessment as of December 31, 2010, 2009 and January 1, 2009, no
indicators of impairment exist for investment in an associate, property and equipment, and
systems development costs. The aggregate carrying values of investment in an associate,
= 831.15 million, P
= 835.27
property and equipment and system development costs amounted to P
million and P
= 809.24 million as of December 31, 2010, 2009 and January 1, 2009, respectively
(see Notes 12, 13 and 15).
Estimating useful lives of property and equipment
The Group estimates the useful lives of property and equipment based on the period over which
the assets are expected to be available for use. The estimated useful lives of property and
equipment are reviewed at least annually and are updated if expectations differ from previous
estimates due to physical wear and tear and technical or commercial obsolescence on the use of
these property and equipment. It is possible that future results of operations could be materially
affected by changes in these estimates brought about by changes in factors mentioned above.
Property and equipment amounted to P
= 118.93 million, P
= 92.19 million and P
= 94.80 million as of
December 31, 2010, 2009 and January 1, 2009, respectively (see Note 13).
Recognizing deferred tax assets
The Group reviews the carrying amounts of deferred income taxes at each reporting date and
reduces deferred tax assets to the extent that it is no longer probable that sufficient taxable
income will be available to allow all or part of the deferred tax assets to be utilized. However,
there is no assurance that the Group will generate sufficient taxable income to allow all or part of
deferred tax assets to be utilized. The Group looks at its projected performance in assessing the
sufficiency of future taxable income. As of December 31, 2010, the Group has unrecognized
deferred tax assets amounting to P
= 471.57 million (see Note 27).
*SGVMC115372*
- 27 Estimating pension obligation and other retirement benefits
The determination of the Group’s pension liabilities is dependent on selection of certain
assumptions used by actuaries in calculating such amounts. Those assumptions are described in
Note 25 and include among others, discount rates, expected returns on plan assets and rates of
salary increase. While the Group believes that the assumptions are reasonable and appropriate,
significant differences in actual experience or significant changes in assumptions may materially
affect retirement obligations. See Note 25 to the consolidated financial statements for the related
balances.
Fair value of financial instruments
Where the fair values of financial assets and financial liabilities recorded in the consolidated
statement of financial position cannot be derived from active markets, they are determined using
internal valuation techniques using generally accepted market valuation models. The inputs to
these models are taken from observable markets where possible, but where this is not feasible,
estimates are used in establishing fair values. These estimates may include considerations of
liquidity, volatility, and correlation. Certain financial assets and liabilities were initially recorded at
its fair value by using the discounted cash flow methodology (see Note 29).
4. Business Combinations
Acquisition of VRI
On October 29, 2009, the Parent Company acquired from PPHI and various shareholders, 100%
ownership of VRI for a total consideration of P
= 661.61 million. The Parent Company accounted for
the acquisition using the purchase method.
The Group acquired VRI to consolidate the development and selling of all vertical and high-rise
condominium projects of the Group under a new brand name “Vista Residences”. The brand
consolidation is intended to have a clearer and stronger market identity of the Group’s vertical
development projects. Moreover, the acquisition of VRI is part of the Group’s strategic focus to
broaden its real estate portfolio and increase its revenue base. The Group indirectly acquired four
mixed residential and commercial condominium projects of VRI namely, the Symphony Tower 1,
Presidio Complex, Madison Place Tower and Crown Tower. Accordingly, VRI’s financial
statements are consolidated on a line-by-line basis with that of the Group as of December 31,
2009.
The net assets recognized in the December 31, 2009 financial statements were based on a
provisional assessment of fair value as the Group had sought an independent valuation for the
assets owned by VRI.
The accounting for business combination was done provisionally due to lack of proper fair value
estimate of assets acquired and liabilities assumed as of to date.
*SGVMC115372*
- 28 Following is a summary of the fair value of the identifiable assets and liabilities assumed of VRI as
at the date of acquisition:
Assets
Cash and cash equivalents
Receivables
Real estate inventories and development
Property and equipment - net
Due from related parties
Deferred tax assets
Prepayments and other assets
Liabilities
Bank loans
Customers’ advances and deposits
Income tax payable
Pension liabilities
Total identifiable net assets at fair value
Goodwill arising on acquisition
Purchase consideration transferred
P
= 15,838,024
644,357,268
500,032,234
6,266,266
75,134,517
23,330,697
181,357,628
1,446,316,634
268,158,856
286,113,295
213,628,981
282,942
16,519,400
784,703,474
661,613,160
–
P
= 661,613,160
Receivables were valued at its carrying amount as of date of acquisition. None of the receivables
have been impaired and it is expected that the full contractual amount can be collected.
Cost of the acquisition follows:
Cash paid
Shares issued
P
= 1,000,000
660,613,160
P
= 661,613,160
The Parent Company issued 320,686,000 treasury shares as consideration for the 100.00%
interest in VRI. The fair value of the shares is the published price of the shares of the Parent
Company at the acquisition date.
Analysis of net cash acquired from the business combination follows:
Net cash acquired with the acquisition of a subsidiary
Cash paid to minority holders of VRI
Net cash flow on the acquisition
P
= 13,338,024
(1,000,000)
P
= 12,338,024
*SGVMC115372*
- 29 From the date of acquisition, VRI has contributed P
= 518.18 million of revenue and P
= 105.82 million
to the income before income tax of the Group. If the combination had taken place at the beginning
of the year, consolidated revenue would have been P
= 11,412.62 million and the net income for the
Group would have been P
= 2,405.22 million.
In 2010, the Parent Company finalized its purchased price allocation and there were no significant
changes to the fair values of the assets acquired and liabilities assumed of VRI.
5. Segment Information
For management purposes, the Group’s operating segments are organized and managed
separately according to the nature of the products provided, with each segment representing a
strategic business unit that offers different products and serves different markets. The Group has
two reportable operating segments as follows:
Horizontal Projects
This segment pertains to the housing market segment of the Group. It caters on the development
and sale of residential lots and units.
Vertical Projects
This segment caters on the development and sale of residential high-rise condominium projects
across the Philippines. Vertical home projects involve dealing with longer gestation periods and
has requirements that are different from those of horizontal homes.
Management monitors the operating results of its business units separately for the purpose of
making decisions about resource allocation and performance assessment. Segment performance
is evaluated based on segment operating income or loss before income tax. Segment operating
income or loss before income tax is based on the same accounting policies as consolidated
operating income or loss. The Group has no intersegment revenues. No operating segments
have been aggregated to form the above reportable operating business segments. The chief
operating decision-maker (CODM) has been identified as the chief executive officer. The CODM
reviews the Group’s internal reports in order to assess performance of the Group.
*SGVMC115372*
- 30 The financial information about the operations of these business segments as of December 31,
2010, 2009 and January 1, 2009 and for the three years ended December 31, 2010, 2009 and
2008 is summarized below:
Real Estate Revenue
Costs and Operating Expenses
Segment Income Before Income Tax
Equity in net income of an associate
(Note 12)
Dividend income
Interest and other financing charge
(Note 22)
Loss on debt settlement (Note 19)
Foreign exchange loss (Note 19)
Provision for income tax (Note 27)
Net Income
Horizontal
P
= 9,633,030
7,018,914
2,614,116
738,045
December 31, 2010
(Amounts in thousands)
Adjustments and
Vertical
Eliminations
P
= 1,705,503
P
=–
1,389,404
(18,445)
316,099
(18,445)
39,077
–
Total
P
= 11,338,533
8,389,873
2,948,660
777,122
28,218
1,258,575
315,565
–
–
75,437
(25,804)
(1,258,550)
(23,520)
2,414
25
367,482
(548,670)
(115,868)
(15,884)
4,274,097
199,959
P
= 4,074,138
(181,564)
–
–
249,049
20,787
P
= 228,262
–
–
–
(1,326,319)
–
(P
= 1,326,319)
(730,234)
(115,868)
(15,884)
3,233,717
220,746
P
= 3,012,971
Other Information
Segment assets
AFS financial assets (Note 7)
Total Assets
P
= 54,094,829
41,309
721,892
25,160
P
= 54,883,190
P
= 5,782,110
–
–
–
P
= 5,782,110
(P
= 159,694)
–
(25,804)
1,523
(P
= 183,975)
P
= 59,717,245
41,309
696,088
26,683
P
= 60,481,325
Segment liabilities
Payable to related parties (Note 23)
Total Liabilities
P
= 16,826,142
29,387,410
2,133,875
P
= 48,347,427
P
= 2,766,723
1,347,426
177,411
P
= 4,291,560
P
= 14,875
(30,349,087)
–
(P
= 30,334,212)
P
= 19,607,740
385,749
2,311,286
P
= 22,304,775
P
= 7,482,725
89,977
P
= 2,537,275
15,061
P
=–
–
P
= 10,020,000
105,038
32,969
11,069
–
44,038
Capital expenditures
(Notes 13 and 15)
Provision for impairment losses (Note 8)
*SGVMC115372*
- 31 -
Real Estate Revenue
(Note 12)
Dividend income
(Note 22)
Loss on debt settlement (Note 19)
Net Income
Horizontal
P
= 8,375,121
6,073,398
2,301,723
851,853
December 31, 2009
Adjustments and
Vertical
Eliminations
P
= 1,254,542
P
=–
1,014,159
–
240,383
–
5,443
–
Total
P
= 9,629,663
7,087,557
2,542,106
857,296
45,943
547,061
250,802
–
–
28,946
–
(546,867)
–
45,943
194
279,748
(483,974)
(318,810)
(11,653)
3,182,945
508,642
P
= 2,674,303
(109,008)
–
11,042
176,806
4,834
P
= 171,972
–
–
–
(546,867)
–
(P
= 546,867)
(592,982)
(318,810)
(611)
2,812,884
513,476
P
= 2,299,408
Other Information
Segment assets
Total Assets
P
= 47,490,687
288,937
693,674
32,089
P
= 48,505,387
P
= 6,162,384
–
–
–
P
= 6,162,384
P
= 531
–
–
–
P
= 531
P
= 53,653,602
288,937
693,674
32,089
P
= 54,668,302
Segment liabilities
Total Liabilities
P
= 10,910,981
–
2,417,736
P
= 13,328,717
P
= 5,286,011
1,944,704
–
P
= 7,230,715
P
=–
(1,515,798)
–
(P
= 1,515,798)
P
= 16,196,992
428,906
2,417,736
P
= 19,043,634
P
= 4,251,632
88,358
P
= 3,802,857
10,168
P
=–
(3,364)
P
= 8,054,489
95,162
–
11,079
–
11,079
December 31, 2008
Adjustments and
Vertical
Eliminations
P
= 843,336
P
=–
748,894
–
94,442
–
3,083
–
Total
P
= 10,435,822
7,198,993
3,236,829
821,702
(Notes 13 and 15)
Real Estate Revenue
(Note 12)
(Note 22)
Net Income
Horizontal
P
= 9,592,486
6,450,099
3,142,387
818,619
10,225
236,668
–
20,874
–
–
10,225
257,542
(319,294)
(180,897)
3,707,708
918,047
P
= 2,789,661
(72,121)
–
46,278
2,803
P
= 43,475
–
–
–
–
P
=–
(391,415)
(180,897)
3,753,986
920,850
P
= 2,833,136
Other Information
Segment assets
Receivable from related parties
Total Assets
P
= 46,693,408
–
299,626
647,730
27,219
P
= 47,667,983
P
= 4,611,164
789,965
–
–
–
P
= 5,401,129
P
=–
(789,965)
–
–
–
(P
= 789,965)
P
= 51,304,572
–
299,626
647,730
27,219
P
= 52,279,147
Segment liabilities
Total Liabilities
P
= 11,787,052
713,080
2,173,045
P
= 14,673,177
P
= 4,392,053
987,294
–
P
= 5,379,347
P
=–
(789,965)
–
(P
= 789,965)
P
= 16,179,105
910,409
2,173,045
P
= 19,262,559
P
= 5,276,075
43,160
P
= 3,055,381
3,312
P
=–
–
P
= 8,331,456
46,472
4,870
3,550
–
8,420
(Notes 13 and 15)
Capital expenditure consists of construction costs, land acquisition and land development costs.
*SGVMC115372*
- 33 8. Receivables
This account consists of:
Installment contracts receivable
Accrued interest receivable
Accounts receivable
Contractors
Buyers
Brokers
Employees
Others
Less allowance for impairment
losses
Less noncurrent portion
December 31
2009
P
= 15,702,478,476
24,435,724
January 1
2009
P
= 16,019,521,931
146,434,100
1,433,459,774
777,852,445
82,362,666
18,114,616
883,911,020
19,387,926,193
1,123,224,373
656,019,148
20,819,070
9,078,370
926,540,430
18,462,595,591
1,649,697,016
725,281,338
15,503,388
7,604,890
183,690,510
18,747,733,173
(314,331,094)
19,073,595,099
8,253,105,474
P
= 10,820,489,625
(324,973,753)
18,137,621,838
8,370,231,418
P
= 9,767,390,420
(674,860,845)
18,072,872,328
5,187,818,787
P
= 12,885,053,541
2010
P
= 16,140,816,767
51,408,905
Installment contracts receivable consist of accounts collectible in equal monthly installments with
various terms up to a maximum of fifteen years. The corresponding titles to the subdivision units
sold under this arrangement are transferred to the buyers only upon full payment of the contract
price. The installment contracts receivable are interest-bearing except for those that are with
installment schemes within two years. Interest rates on installment contracts receivables range
from 16.00% and 19.00%.
Receivable from contractors
Receivable from contractors are recouped every progress billing payment date depending on the
percentage of accomplishment.
Receivable from buyers
Receivables from buyers pertain to sale of real estate units owned by joint venture partners that
were sold by the Group by virtue of a marketing agreement between the Group and the joint
venture partners. These sales do not form part of the Group's revenue and collections from
buyers are remitted to the joint venture partners net of any marketing fees agreed by the parties.
Receivable from brokers
Receivable from brokers are recouped every progress billing depending on the collection
milestone and submission of necessary buyer’s documents.
Receivable from employees
Receivable from employees pertains to cash advances for retitling costs, taxes and other site
related expenses.
- 34 Others
Other receivables consist mainly of receivables from various individuals and private entities and
other nontrade receivables. These are due and demandable.
Receivables amounting to P
= 314.33 million, P
December 31, 2010, 2009 and January 1, 2009, respectively, were impaired and fully provided for.
Movements in the allowance for impairment losses on receivables follow:
2010
At January 1
Write off
At December 31
Installment
Contracts
Receivable
P
= 99,352,184
–
P
= 99,352,184
Accounts
Receivable
P
= 225,621,569
(10,642,659)
P
= 214,978,910
Total
P
= 324,973,753
(10,642,659)
P
= 314,331,094
Installment
Contracts
Receivable
P
= 88,273,035
11,079,149
–
P
= 99,352,184
Accounts
Receivable
P
= 586,587,810
–
(360,966,241)
P
= 225,621,569
Total
P
= 674,860,845
11,079,149
(360,966,241)
P
= 324,973,753
Installment
Contracts
Receivable
P
= 82,840,116
5,432,919
P
= 88,273,035
Accounts
Receivable
P
= 583,601,026
2,986,784
P
= 586,587,810
Total
P
= 666,441,142
8,419,703
P
= 674,860,845
2009
At January 1
Charges for the year (Note 24)
Write off
At December 31
2008
At January 1
Charges for the year (Note 24)
At December 31
The impairment losses above pertain to individually impaired accounts. These are presented at
gross amounts before directly deducting impairment allowance. No impairment losses resulted
from performing collective impairment test.
In 2010, 2009 and 2008, installment contracts receivables with a total nominal amount of
P
= 1,144.65 million, P
= 1,054.90 million, respectively, were recorded at
amortized cost amounting to P
= 1,086.83 million, P
= 948.71 million,
respectively. These are installment contracts receivables that are to be collected in 2 years which
are noninterest-bearing. The fair value upon initial recognition is derived using discounted cash
flow model using the discount rates ranging from 1.31% to 8.22% for those recognized in 2010,
*SGVMC115372*
- 35 4.69% to 11.20% for those recognized in 2009 and 5.00% to 12.00% for those recognized in 2008.
Interest income recognized from these receivables amounted to P
= 80.92 million, P
= 84.68 million and
P
= 79.35 million in 2010, 2009 and 2008, respectively. The unamortized discount amounted to P
=
66.43 million, P
= 89.12 million, and P
= 126.30 million as of December 31, 2010, 2009 and January 1,
2009, respectively.
Movement in unamortized discount arising from noninterest-bearing receivables is as follows:
Balance at beginning of year
Additions
Accretion (Note 22)
Balance at end of year
2010
P
= 89,118,030
54,960,161
(77,651,839)
P
= 66,426,352
2009
P
= 126,299,472
47,502,199
(84,683,641)
P
= 89,118,030
2008
P
= 72,790,601
132,859,174
(79,350,303)
P
= 126,299,472
In 2010, 2009 and 2008, the Group entered into various purchase agreements with financial
institutions whereby the Group sold its installment contracts receivables on a with recourse basis.
The purchase agreements provide that the Group should substitute defaulted contracts to sell with
other contracts to sell of equivalent value. The Group still retains the sold receivables in the
installment contracts receivables account and records the proceeds from these sales as loans
payable (see Note 16). The carrying value of installment contracts receivables sold amounted to
P
= 3,567.77 million, P
= 3,372.00 million in 2010, 2009 and 2008, respectively.
In 2010 and 2009, the Group entered into agreement with various financial institutions whereby
the Group sold its installment contracts receivables on a without recourse basis at discount rate
of 5.00% and 14.00%, respectively. The carrying value of sold receivables amounted to
P
= 1.42 billion in 2010 and P
= 1.50 billion in 2009. Proceeds received from the purchasing financial
institutions and discount on sold receivables recorded by the Group amounted to P
= 1.37 billion and
P
= 46.57 million in 2010, respectively, and P
= 1.43 billion and P
= 66.00 million in 2009, respectively.
The discount has been included under “Interest and other financing charges” account in profit or
loss.
9. Real Estate Inventories
December 31
Subdivision land for sale
and development
Less reserve for land
development costs
Residential house units for sale
and development
Condominium units for sale
and development
2010
2009
(Note 33)
January 1
2009
(Note 33)
P
= 14,091,236,267
P
= 13,172,183,157
P
= 12,600,279,766
5,764,316,116
8,326,920,151
5,397,717,742
7,774,465,415
5,700,237,993
6,900,041,773
1,492,295,854
1,440,913,179
1,892,923,852
2,679,393,219
4,171,689,073
P
= 12,498,609,224
2,580,319,503
4,021,232,682
P
= 11,795,698,097
–
1,892,923,852
P
= 8,792,965,625
*SGVMC115372*
- 36 Subdivision land for sale and development represents real estate subdivision projects in which the
Group has been granted license to sell by the Housing and Land Use Regulatory Board of the
Philippines.
As of December 31, 2010, subdivision land for sale and development of Brittany and CAPI with an
aggregate carrying value of P
= 580.81 million were mortgaged to secure the bank loans of the
Parent Company (see Note 16).
Real estate inventories recognized as cost of sales amounted to P
= 5.66 billion in 2010,
P
= 5.00 billion in 2009 and P
= 5.27 billion in 2008, and are included as cost of real estate sales as
part of costs and expenses in the consolidated statements of income.
Borrowing cost capitalized in 2010 and 2009 amounted to P
= 7.98 million,
respectively.
10. Other Current Assets
Prepaid expenses
Input value-added tax (VAT)
Creditable withholding taxes
Construction materials and others
2010
P
= 600,802,781
95,689,217
63,447,262
57,498,568
P
= 817,437,828
December 31
2009
P
= 589,512,823
552,571,426
385,026,217
65,423,412
P
= 1,592,533,878
January 1
2009
P
= 300,611,034
281,559,698
217,916,429
5,561,115
P
= 805,648,276
Prepaid expenses mainly include prepayments for marketing fees, taxes and licenses, rentals and
insurance.
The Group will be able to apply the creditable withholding taxes against income tax payable.
The value-added input tax is applied against value-added output tax. The remaining balance is
recoverable in future periods.
11. Land for Future Development
The rollforward analysis of this account follows:
Additions
Transfers
2010
P
= 16,925,967,816
1,979,300,917
(863,189,101)
P
= 18,042,079,632
2009
P
= 16,453,638,788
671,360,292
(199,031,264)
P
= 16,925,967,816
2008
P
= 15,447,766,773
3,745,978,891
(2,740,106,876)
P
= 16,453,638,788
*SGVMC115372*
- 37 Transfers pertain to land to be developed for sale and included under “Real estate inventories”
account.
Further analysis of land for future development follow:
At NRV
At cost
2010
P
= 9,911,205,984
8,130,873,648
P
= 18,042,079,632
December 31
2009
P
= 10,049,733,693
6,876,234,123
P
= 16,925,967,816
January 1
2009
P
= 7,131,634,780
9,322,004,008
P
= 16,453,638,788
The cost of land for future development carried at NRV amounted to P
= 10.92 billion,
P
= 8.15 billion as of December 31, 2010, 2009 and January 1, 2009, respectively.
The Group recorded no provision for impairment in 2010, 2009 and 2008.
12. Investment in an Associate
Acquisition cost
Accumulated equity in net earnings
Equity in net income
2010
P
= 491,621,724
2009
P
= 491,621,724
2008
P
= 491,621,724
202,052,021
2,414,451
204,466,472
P
= 696,088,196
156,108,549
45,943,472
202,052,021
P
= 693,673,745
145,883,457
10,225,092
156,108,549
P
= 647,730,273
Investment in an associate represents HDC’s 10.05% equity in PPHI. The investment is
accounted for under the equity method as Althorp Holdings Inc.’s 11.55% voting rights in
PPHI was assigned to HDC. Based on the quoted price of PPHI shares, the fair value of
HDC’s investments in PPHI amounted to P
= 2.70 billion, P
= 1.52 billion as of
December 31, 2010, 2009 and January 1, 2009, respectively. As of December 31, 2010 and 2009
PPHI holds 777.50 million common shares of the Parent Company..
Summarized financial information of the associate follows (in millions):
Total assets
Total liabilities
Total equity
Total revenue
Total costs of real estate sales
and expenses
Net income
December 31
2009
P
= 5,810
98
P
= 5,712
January 1
2009
P
= 6,233
971
P
= 5,262
2010
P
= 259
2009
P
= 1,045
2008
P
= 214
19
P
= 240
588
P
= 457
112
P
= 102
2010
P
= 6,099
105
P
= 5,994
*SGVMC115372*
- 38 13. Property and Equipment
The rollforward analyses of this account follow:
December 31, 2010
Cost
Additions
Retirements/disposals
Accumulated Depreciation
and Amortization
(Note 24)
Net Book Value
Office
Furniture,
Fixtures and
Equipment
Construction
Equipment
Other Fixed
Assets
P
= 127,177,085
15,150,539
–
142,327,624
P
= 41,333,201
2,971,797
–
44,304,998
P
= 71,032,101
16,192,795
(19,737,981)
67,486,915
P
= 377,875,144
103,997,159
(20,874,171)
460,998,132
94,200,283
101,373,566
38,456,815
51,525,173
285,684,131
28,072,407
(100,000)
122,172,690
P
= 47,357,564
17,611,414
–
118,984,980
P
= 23,342,644
1,509,809
–
39,966,624
P
= 4,338,374
6,374,981
(10,869,193)
47,030,961
P
= 20,455,954
67,452,495
(11,065,414)
342,071,212
P
= 118,926,920
Building and
Building
Improvements
Transportation
Equipment
Office
Furniture,
Fixtures and
Equipment
Construction
Equipment
Other Fixed
Assets
Total
P
= 4,268,386
P
= 154,926,394
P
= 193,819,224
P
= 41,766,412
P
= 87,946,846
P
= 482,727,262
Building and
Building
Improvements
P
= 1,331,721
37,017,810
(1,001,190)
37,348,341
128,294
13,883,884
(96,221)
13,915,957
P
= 23,432,384
Transportation
Equipment
P
= 137,001,036
32,664,218
(135,000)
169,530,254
December 31, 2009
Cost
Acquisition through business
combination (Note 4)
Additions
and Amortization
(Note 24)
Net Book Value
2,644,242
859,871
(6,440,778)
1,331,721
1,862,109
12,687,540
(32,475,007)
137,001,036
1,757,428
23,861,729
(92,261,296)
127,177,085
–
6,089,992
(6,523,200)
41,333,201
2,487
10,354,217
(27,271,452)
71,032,101
6,266,266
53,853,349
(164,971,733)
377,875,144
107,499,423
171,564,824
39,017,847
68,990,666
387,926,436
19,175,867
(32,475,007)
94,200,283
P
= 42,800,753
16,842,320
(87,033,578)
101,373,566
P
= 25,803,519
5,962,171
(6,523,203)
38,456,815
P
= 2,876,386
9,805,959
(27,271,452)
51,525,173
P
= 19,506,928
53,408,404
(155,650,709)
285,684,131
P
= 92,191,013
Building and
Building
Improvements
Transportation
Equipment
Office
Furniture,
Fixtures and
Equipment
P
= 4,268,386
–
–
4,268,386
P
= 126,332,602
28,727,340
(133,548)
154,926,394
P
= 170,088,080
23,731,144
–
193,819,224
853,676
1,622,087
(2,347,469)
128,294
P
= 1,203,427
December 31, 2008
Cost
Additions
and Amortization
(Note 24)
Net Book Value
Total
501,127
352,549
–
853,676
P
= 3,414,710
Construction
Equipment
Other Fixed
Assets
P
= 36,572,240
5,574,172
(380,000)
41,766,412
P
= 80,739,106
12,346,596
(5,138,856)
87,946,846
P
= 418,000,414
70,379,252
(5,652,404)
482,727,262
Total
91,820,523
164,189,862
27,555,100
61,254,105
345,320,717
15,812,448
(133,548)
107,499,423
P
= 47,426,971
7,374,962
–
171,564,824
P
= 22,254,400
11,530,134
(67,387)
39,017,847
P
= 2,748,565
11,402,154
(3,665,593)
68,990,666
P
= 18,956,180
46,472,247
(3,866,528)
387,926,436
P
= 94,800,826
*SGVMC115372*
- 39 The Group’s transportation equipment with a carrying value of P
= 19.52 million, P
= 10.76 million and
P
= 10.87 million as of December 31, 2010, 2009 and January 1, 2009, respectively, were pledged
as collateral under chattel mortgage to secure the banks loans of the Group with various financial
institutions (see Note 16).
14. Interests in Joint Ventures
Interests in joint ventures pertain to deposits, cash advances and other charges in connection with
the land development agreements (LDA) entered into by the Group with individuals, corporate
entities and certain related parties for the development of real estate projects. The LDA provides,
among others, the following: a) the Group will undertake the improvement, subdivision and
development of the real estate project within a certain period as prescribed by the LDA, subject to
certain conditions to be fulfilled by the real estate property owner; and b) the parties shall divide
among themselves all saleable inventory of the real estate project in accordance with the ratio
mutually agreed.
Total advances made by the Group for these LDA’s amounted to P
= 1,887.66 million,
P
= 1,648.93 million as of December 31, 2010, 2009 and January 1, 2009,
respectively.
15. Other Noncurrent Assets
Deposits for real estate purchases
Model house accessories - net
Systems development costs - net of
accumulated amortization
Deposits and others
2010
P
= 119,568,823
92,280,249
16,130,205
156,089,152
P
= 384,068,429
December 31
2009
P
= 137,543,700
104,631,739
January 1
2009
P
= 138,442,287
119,698,871
49,404,309
120,486,127
P
= 412,065,875
66,711,457
66,334,222
P
= 391,186,837
Deposits for real estate purchases substantially represent the Group’s payments to real estate
property owners for the acquisition of certain real estate properties. Although the terms of the
agreements provided that the deeds of absolute sale for the subject properties are to be executed
only upon fulfillment by both parties of certain undertakings and conditions, including the payment
by the Group of the full contract prices of the real estate properties, the Group already has
physical possession of the original transfer certificates of title of the said properties.
Deposits and others include deposits to utility companies which will either be recouped against
future billings or refunded upon completion of the real estate projects. Such deposits are
necessary for the construction and development of real estate projects of the Group.
Amortization of system development costs amounting to P
= 37.59 million, P
= 41.75 million and
P
= 24.13 million in 2010, 2009 and 2008, respectively is included in the “Depreciation and
amortization” account under “Operating expenses” in profit or loss (see Note 24).
*SGVMC115372*
- 40 16. Bank Loans and Loans Payable
Bank Loans
Bank loans pertain to the borrowings of the Group from various local financial institutions. Further
analysis is provided below:
December 31
Parent company
Subsidiaries
Less current portion
2010
P
= 2,268,305,400
448,925,900
2,717,231,300
398,831,528
P
= 2,318,399,772
2009
P
= 270,000,000
180,646,133
450,646,133
64,044,964
P
= 386,601,169
January 1
2009
P
=–
223,593,926
223,593,926
92,947,793
P
= 130,646,133
The Parent Company obtained a peso-denominated bank loan from a local bank amounting to
P
= 270.00 million which bears fixed interest rate of 7.50% and will mature on November 18, 2010.
The loan is secured by a real estate mortgage over certain properties of CAPI with a book value
amounting to P
= 450.0 million. On November 18, 2010, the Parent Company renewed the term loan
with the local bank for another year with interest at 6.50%.
On July 30, 2010, the Parent Company obtained a peso-denominated bank loan from a local bank
amounting to P
= 207.34 million which bear fixed interest rate of 8.39% and will mature on July 30,
2013. The loan is secured by real estate mortgage of certain properties of Brittany and CAPI with
a book value amounting to P
On November 2, 2010, the Parent Company obtained a peso-denominated bank loan from a local
bank amounting to P
= 199.23 million which bear fixed interest rate of 7.83% and will mature on
October 31, 2013. The loan is secured by real estate mortgage of certain properties of Brittany
and CAPI with a book value amounting to P
On December 9, 2010, the Parent Company obtained a peso-denominated bank loan from a local
bank amounting to P
= 1,600.00 million which bear fixed interest rate of 6.50% and will mature on
December 6, 2015. The loan is secured by a hold-out on the US dollar deposits amounting to
US$40.00 million (see Note 7).
The bank loans of the Parent Company and certain subsidiaries provide for certain restrictions and
requirements with respect to, among others, payment of dividends, incurrence of additional
liabilities, investment and guaranties, mergers or consolidations or other material changes in their
ownership, corporate set-up or management, acquisition of treasury stock, disposition and
mortgage of assets and maintenance of financial ratios at certain levels. These restrictions and
requirements were complied with by the Group as of December 31, 2010, 2009 and January 1,
2009.
Banks loans amounting to P
= 10.67 million, P
= 6.27 million as of December 31,
2010, 2009 and January 1, 2009, respectively, were secured by a chattel mortgage on the Group’s
transportation equipment (see Note 13).
- 41 Loans Payable
Loans payable pertain to sold “Installment contracts receivable” of Subsidiaries as discussed in
Note 8 to the consolidated financial statements. These loans bear fixed interest rates ranging
from 9.50% to 13.00% in 2010, 5.00% to 14.00% in 2009 and 9.50% to 12.00% in 2008, payable
on equal monthly installments over a maximum period of 3 to 15 years depending on the terms of
the installment contracts receivables.
17. Accounts and Other Payables
2010
Accounts payable - contractors and
suppliers
Retentions payable
Accrued expenses
Deferred output tax
Commissions payable
Accounts payable - buyer
Accounts payable - others
P
= 2,022,475,471
704,825,564
702,963,500
536,190,440
237,126,404
135,419,667
371,019,189
P
= 4,710,020,235
December 31
2009
January 1
2009
P
= 1,582,175,612
637,958,976
919,189,456
827,134,287
372,635,369
95,015,368
995,912,059
P
= 5,430,021,127
P
= 917,872,368
481,046,065
1,233,834,321
397,795,931
288,803,439
9,479,360
676,690,703
P
= 4,005,522,187
Accounts payable, accrued expenses, retention payable and commissions payable are
noninterest-bearing and are expected to be settled within a year after the reporting date.
Accrued expenses consist mainly of accruals for project cost estimate, interest, light and power,
marketing costs, professional fees, postal and communication, supplies, repairs and maintenance,
transportation and travel, security, and insurance.
Retentions payable pertains to 10% retention from the contractors’ progress billings which will be
later released after the completion of contractors’ project. The 10% retention serves as a security
from the contractor should there be defects in the project.
Commissions payable pertain to fees paid to brokers for services rendered.
Accounts payable - buyer pertain to refunds related to the cancellation of contract to sell
agreement in which a reasonable refund is required by the Maceda Law and excess of payments
for accounts settled by bank financing.
Others include amounts pertaining to dividends payable and other non-trade liabilities.
18. Liabilities for Purchased Land
Liabilities for purchased land are payables to various real estate property sellers. Under the terms
of the agreements executed by the Group covering the purchase of certain real estate properties,
the titles of the subject properties shall be transferred to the Group only upon full payment of the
real estate loans.
*SGVMC115372*
- 42 In 2009, the Group acquired certain land properties which are payable over a period of one to
three years. Such liabilities for purchased land with a nominal amount of P
= 1,139.85 million were
initially recorded at fair value resulting to a discount of P
= 206.37 million. The fair value is derived
using the discounted cash flow model using the discount rate ranging from 6.29% to 10.00% with
effective interest rate ranging from 5.92% to 9.84%. The unamortized discount amounted to
P
= 28.23 million as of December 31, 2010 and 2009, respectively.
Accretion of P
= 11.57 million, P
= 17.68 million is recorded as interest expense in
2010, 2009 and 2008, respectively (see Note 22).
19. Long-term Notes
The Long-Term Notes (LTN) is payable over 15 years, was initially recorded at present value of
P
= 1.29 billion (US$26.52 million) with discount amounting to P
= 982 million (US$20.25 million). The
LTN was translated to Philippine peso using the USD/Peso foreign exchange rate as of December
31 and January 1, 2009 of P
= 46.20 and P
= 47.52 to US$1.00, respectively. This resulted to a foreign
exchange gain of P
= 1.89 million in 2010 and foreign exchange loss of P
= 180.90
million in 2009 and 2008, respectively, which are presented in profit or loss.
Interest rates for LTNs range from 1.00% to 5.00% over certain contractual periods with effective
interest rate of 8.59%.
The total amount of interest expense recognized in 2010, 2009 and 2008 pertaining to accretion
of LTNs amounted to P
= 16.32 million, P
= 115.44 million, respectively (see
Note 22).
In 2009, the Group settled LTNs amounting to P
= 1,019.77 million (US$28.53 million) which resulted
to a loss amounting to P
= 318.81 million presented under “Loss on settlement of loans” in profit or
loss pertaining to the unamortized discount of the settled amount.
In 2010, the LTNs were fully settled which resulted to a loss amounting to P
= 115.87 million.
20. Notes Payable
On September 30, 2010, the Parent Company issued US$100.00 million notes (the Notes) with a
term of five years from the issue date. The interest rate is 8.25% per annum payable semiannually in arrears on March 30 and September 30 of each year commencing on March 30, 2011.
The Notes are unconditionally and irrevocably guaranteed by the subsidiaries of the Parent
Company. Other pertinent provisions of the Notes follow:
Redemption at the option of noteholders
The Parent Company will, at the option of any noteholder, redeem such Note on September 30,
2013 at its principal amount.
*SGVMC115372*
- 43 Redemption at the option of the issuer
At any time prior to September 30, 2013, the Parent Company may redeem up to 35%of the
aggregate principal amount of the Notes originally issued at a redemption price equal to 108.25%
of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption with the
net cash proceeds of an equity offering; provided that: (i) at least 65% of the aggregate principal
amount of Notes originally issued remains outstanding immediately after the occurrence of such
redemption and (ii) the redemption occurs within 60 days of the date of the closing of such equity
offering.
Covenants
The Notes provide for the Parent Company and Subsidiaries to observe certain covenants
including, among others, incurrence of additional debt; grant of security interest; payment of
dividends; mergers, acquisitions and disposals; and certain other covenants. These covenants
were complied with by the Group as of December 31, 2010.
21. Customers’ Advances and Deposits
This account consists of customers’ downpayments, reservation fees and excess of collections
over the recognized receivables based on percentage of completion.
The Group requires buyers of residential houses and lots to pay a minimum percentage of the
total selling price before the two parties enter into a sale transaction. In relation to this, the
customers’ advances and deposits represent payment from buyers which have not reached the
minimum required percentage. When the level of required payment is reached by the buyer, a
sale is recognized and these deposits and downpayments will be applied against the related
installment contracts receivable.
22. Interest Income and Other Financing Charges
Below are the details of interest income:
Cash, short-term and long-term
cash investments
Accretion of unamortized discount (Note 8)
2010
P
= 662,124,505
2009
P
= 655,250,626
2008
P
= 548,786,317
37,345,681
77,651,839
P
= 777,122,025
117,361,853
84,683,641
P
= 857,296,120
193,565,866
79,350,303
P
= 821,702,486
2010
2009
2008
P
= 762,857,477
16,317,745
779,175,222
60,507,791
P
= 478,078,475
62,721,408
540,799,883
7,979,118
P
= 258,294,644
115,440,509
373,735,153
–
11,566,379
P
= 730,233,810
60,161,371
P
= 592,982,136
17,680,100
P
= 391,415,253
Interest and other financing charges consist of:
Interest expense on:
Bank loans
LTNs (Note 19)
Less amounts capitalized (Note 9)
Add accretion of unamortized discount
(Note 18)
*SGVMC115372*
- 44 The capitalization rate used to determine the borrowings eligible for capitalization is 8.80% in 2010
and 14.5% in 2009.
The total interest and other financing charges include interest expense arising from the accretion
of LTNs amounting to P
= 16.32 million, P
= 115.44 million in 2010, 2009, and 2008,
respectively, and from the accretion of liabilities for purchased land amounting to P
= 11.57 million, P
=
60.16 million and P
= 17.68 million in 2010, 2009, and 2008, respectively.
23. Related Party Transactions
Parties are considered to be related if one party has the ability, directly or indirectly, to control the
other party in making financial and operating decisions or the parties are subject to common
control or common significant influence (referred to herein as “affiliates”). Related parties may be
individuals or corporate entities.
The Group in their regular conduct of business has entered into transactions with affiliates and
other related parties principally consisting of advances and reimbursement of expenses and
purchase and sale of real estate properties. The Group’s policy is to settle its intercompany
receivables and payables on a net basis. Transactions entered by the Group with related parties
are made at normal market prices.
The consolidated statement of financial position include the following amounts resulting from the
foregoing transactions which represent amounts receivable (payable) to related parties as of
December 31, 2010, 2009 and January 1, 2009:
Corporate shareholders
Other affiliates
2010
(P
= 472,312,762)
86,563,552
(P
= 385,749,210)
December 31
2009
(P
= 478,355,166)
49,448,663
(P
= 428,906,503)
January 1
2009
(P
= 970,770,270)
60,361,551
(P
= 910,408,719)
Outstanding balances at year-end are unsecured, interest free and settlement occurs in cash. As
of December 31, 2010, 2009 and January 1, 2009, the Parent Company has not made any
provision for impairment loss relating to amounts owed by related parties. This assessment is
undertaken each financial year by examining the financial position of the related party and the
market in which the related party operates.
There are balances and transactions within the Group, principally consisting of dividends,
advances, reimbursement of expenses and management income, which are eliminated in full.
Except as stated in Notes 16 and 20 to the consolidated financial statements, there have been no
guarantees provided or received for any related party receivables or payables.
The compensation of key management personnel by benefit type follows:
Short-term employee benefits
Post-employment benefits
2010
P
= 68,100,110
10,746,910
P
= 78,847,020
2009
P
= 61,840,600
9,656,000
P
= 71,496,600
2008
P
= 41,630,000
(34,669,600)
P
= 6,960,400
*SGVMC115372*
- 45 24. Operating Expenses
Commissions
Advertising and promotions
Salaries, wages and employees benefits
(Note 25)
Professional fees
Repairs and maintenance
Occupancy costs
Transportation and travel
(Notes 13 and 15)
Office expenses
Taxes and licenses
Representation and entertainment
Provision for impairment losses on
receivables (Note 8)
Miscellaneous
2010
P
= 662,428,504
628,523,785
2009
P
= 532,120,434
556,916,143
2008
P
= 434,330,513
552,281,983
325,757,587
211,091,441
201,552,583
185,347,470
106,564,330
255,189,515
71,636,025
154,595,643
116,265,549
34,698,382
145,221,246
90,709,203
174,360,011
94,649,101
44,177,098
105,038,232
67,228,943
57,330,993
50,287,554
95,162,392
29,094,699
31,494,335
78,845,334
46,472,247
25,990,442
26,417,444
54,291,387
–
11,079,149
8,419,703
88,358,472
116,474,835
228,646,648
P
= 2,689,509,894 P
= 2,083,572,435 P
= 1,925,967,026
25. Retirement Plan
The Group has noncontributory defined benefit pension plan covering substantially all of its regular
employees. The benefits are based on current salaries and years of service and compensation on
the last year of employment.
The principal actuarial assumptions used to determine the pension benefits with respect to the
discount rate, salary increases and return on plan assets were based on historical and projected
normal rates.
The components of pension cost (included in “Salaries, wages and employees benefits” under
Operating expenses) in profit or loss are as follows (see Note 24):
Current service cost
Interest cost on benefit obligation
Net actuarial losses (gains) immediately
recognized
Total pension expense (income)
2010
P
= 27,841,800
16,864,401
2009
P
= 7,842,200
4,300,000
37,007,700
P
= 81,713,901
116,433,600
P
= 128,575,800
2008
P
= 22,623,100
12,924,700
(120,815,736)
(P
= 85,267,936)
The funded status and amounts recognized in the consolidated statement of financial position for
the pension plan follow:
Defined benefit obligation
Plan assets
Liability recognized in the consolidated
statement of financial position
December 31
2010
2009
P
= 232,154,800
P
= 150,440,899
(71,205,104)
(17,986,869)
January 1
2009
P
= 14,776,999
–
P
= 160,949,696
P
= 14,776,999
P
= 132,454,030
- 46 Changes in the combined present value of the combined defined benefit obligation are as follows:
Current service cost
Interest cost on benefit obligation
Actuarial loss (gain)
Addition through business combination
2010
P
= 150,440,899
27,841,800
16,864,401
37,007,700
–
P
= 232,154,800
2009
P
= 14,776,999
7,842,200
4,300,000
116,433,600
7,088,100
P
= 150,440,899
2008
P
= 100,044,935
22,623,100
12,924,700
(120,815,736)
–
P
= 14,776,999
Changes in the fair value of the combined plan assets are as follows:
2010
P
= 17,986,869
53,218,235
P
= 71,205,104
Balance at January 1
Contributions by employer
Balance at December 31
2009
P
=–
17,986,869
P
= 17,986,869
The movements in the combined net pension liabilities follow:
Pension expense (income)
Actual contribution
Addition through business combination
2010
P
= 132,454,030
81,713,901
(53,218,235)
–
P
= 160,949,696
2009
P
= 14,776,999
128,575,800
(17,986,869)
7,088,100
P
= 132,454,030
2008
P
= 100,044,935
(85,267,936)
–
–
P
= 14,776,999
The assumptions used to determine the pension benefits for the Group are as follows:
Discount rates
Salary increase rate
Expected rate of return on plan assets
2010
7.24-9.52%
11.00%
5.00%
2009
11.21%
11.00%
–%
2008
20.90%
11.00%
–
The plan assets of the Group consists of savings and time deposit accounts with a certain local
bank amounting to P
= 17.99 million as of December 31, 2010 and 2009,
respectively.
Amounts for the current and previous annual periods are as follows:
Plan assets
Excess
2010
P
= 232,154,799
(71,205,104)
P
= 160,949,695
2009
P
= 150,440,899
(17,986,869)
P
= 132,454,030
2008
P
= 14,776,999
–
P
= 14,776,999
2007
P
= 100,044,935
–
P
= 100,044,935
2006
P
= 120,901,635
–
P
= 120,901,635
Gains (losses) on experience adjustments are as follows:
Plan assets
2010
P
= 27,762,700
–
2009
P
= 1,526,400
–
2008
P
= 2,245,300
–
The Group expects to contribute P
= 53.96 million to its retirement fund in 2011.
*SGVMC115372*
- 47 26. Miscellaneous Income
Miscellaneous income mostly pertains to income from forfeited reservation fees and partial
payments from customers whose sales contracts are cancelled before completion of required
downpayment.
27. Income Tax
Provision for income tax consists of:
Current
Deferred
2010
P
= 321,790,176
(101,044,496)
P
= 220,745,680
2009
P
= 273,654,692
239,821,255
P
= 513,475,947
2008
P
= 385,771,939
535,078,409
P
= 920,850,348
The reconciliation of the provision for income tax computed at the statutory income tax rate to the
provision for income tax shown in profit or loss follows:
Provision for income tax computed at the
statutory income tax rate
Additions to (reductions in) income tax
resulting from:
Change in unrecognized deferred
tax assets
Nondeductible interest and other
expenses
Expired MCIT and NOLCO
Interest income already subjected
to final tax
Dividend income
Tax-exempt income
Others
Effect of change in statutory tax rate
Provision for income tax
2010
2009
2008
30.00%
30.00%
35.00%
3.03%
4.09%
2.37%
0.06%
0.00%
1.09%
–
0.18%
0.01%
(0.10%)
(0.02%)
(0.00%)
(16.46%)
(9.68%)
–
6.83%
(2.98%)
(0.49%)
(0.00%)
(13.45%)
–
–
18.26%
(1.73%)
(0.10%)
–
(7.82%)
–
(3.39%)
24.52%
- 48 The components of the Group’s deferred taxes are as follows:
Net deferred tax assets:
Deferred tax assets on:
NOLCO
Accrual of retirement costs
Unrealized foreign exchange losses
Carryforward benefit of MCIT
Unamortized discount on receivables
Allowance for probable losses
Excess of book basis over tax basis of
deferred gross profit on real estate
sales
Deferred tax liabilities on:
Unrealized gain on real estate
transactions
Capitalized interest and other expenses
Unamortized discount on rawlands
payable
2010
December 31
2009
January 1
2009
P
= 127,653,187
10,919,024
10,908,267
5,165,531
4,401,541
–
P
= 73,568,847
9,605,475
6,999,457
3,844,757
5,078,260
–
P
= 89,525,485
3,576,560
5,886,333
2,072,377
903,056
1,065,000
–
159,047,550
2,216,679
101,313,475
–
103,028,811
117,902,252
14,462,497
69,224,615
–
75,694,019
–
–
132,364,749
P
= 26,682,801
–
69,224,615
P
= 32,088,860
116,229
75,810,248
P
= 27,218,563
2010
December 31
2009
January 1
2009
P
= 148,017,485
68,228,932
36,756,950
19,682,261
15,789,902
–
288,475,530
P
= 97,791,041
59,001,184
20,794,554
–
18,256,457
4,066,659
199,909,895
P
= 275,806,414
45,334,268
2,604,360
49,404,950
25,314,915
11,079,056
409,543,963
Net deferred tax liabilities:
Deferred tax assets on:
Allowance for probable losses
NOLCO
Accrual of retirement costs
Unrealized foreign exchange losses
Carryforward benefit of MCIT
Deferred tax liabilities on:
Unrealized gain on real estate
transactions
Capitalized interest and other expenses
Discount on rawlands payable
Retirement income
Discount on long term notes
Unrealized foreign exchange gain
2,298,618,706
2,572,945,787
2,561,685,705
29,583,120
835,167
–
8,145,140
841,882
9,643,156
347,542
–
–
–
312,886,948
–
–
4,463,724
–
2,599,761,507
2,617,646,427
2,582,588,943
P
= 2,311,285,977 P
= 2,417,736,532 P
= 2,173,044,980
*SGVMC115372*
- 49 As of December 31, 2010, the Group has other deductible temporary differences that are available
for offset against future taxable income for which no deferred tax assets have been recognized, as
follows:
Accrual of retirement cost
NOLCO
MCIT
Allowance for obsolescence on undeveloped land
Unrealized foreign exchange loss
P
= 40,186,710
672,935,346
978,940
839,183,299
290,139
16,047,290
P
= 1,569,621,724
Deferred tax assets are recognized only to the extent that taxable income will be available against
which the deferred tax assets can be used. The subsidiaries will recognize a previously
unrecognized deferred tax asset to the extent that it has become probable that future taxable
income will allow the deferred tax asset to be recovered.
As of December 31, 2010, the details of the unused tax credits from the excess of the MCIT over
RCIT and NOLCO, which are available for offset against future income tax payable and taxable
income, respectively, over a period of three (3) years from the year of inception, follow:
NOLCO
Inception Year
2007
2008
2009
2010
Amount
P
= 193,402,022
93,934,586
389,810,279
485,849,148
P
= 1,162,996,035
Used/Expired
P
= 193,402,022
–
–
–
P
= 193,402,022
Balance
P
=–
93,934,586
389,810,279
485,849,148
P
= 969,594,013
Expiry Year
2010
2011
2012
2013
Amount
P
= 12,435,865
5,112,391
2,720,249
2,202,884
P
= 22,471,389
Used/Expired
P
= 12,435,865
–
–
–
P
= 12,435,865
Balance
P
=–
5,112,391
2,720,249
2,202,884
P
= 10,035,524
Expiry Year
2010
2011
2012
2013
MCIT
Inception Year
2007
2008
2009
2010
Board of Investments (BOI) Incentives
On various dates in 2010, the BOI issued in favor of certain subsidiaries in the Group a Certificate
of Registration as a New Developer of Mass Housing Project for its 18 real estate projects in
accordance with the Omnibus Investment Code of 1987. Pursuant thereto, the projects has been
granted an Income Tax Holiday for a period of three years commencing from 2010 until 2013.
*SGVMC115372*
- 50 Republic Act (RA) No. 9337
RA No. 9337 was enacted into law amending various provisions in the existing 1997 National
Internal Revenue Code. Among the reforms introduced by the said RA was the reduction of the
income tax rate from 35% to 30% beginning January 1, 2009. It further provides that
nondeductible interest expense shall be reduced from 42% to 33% of interest income subjected to
final tax beginning January 1, 2009.
28. Earnings Per Share
The following table presents information necessary to compute the EPS:
Basic and Diluted Earnings Per Share
a) Net income attributable to equity
holders of Parent
b) Weighted average common shares
c) Earnings per share (a/b)
2010
2009
2008
P
= 3,012,973,097 P
= 2,299,408,170 P
= 2,819,203,031
8,461,038,074
8,276,175,614
8,417,214,114
P
= 0.356
P
= 0.278
P
= 0.335
There were no dilutive potential common shares for the year ended December 31, 2010, 2009 and
2008.
*SGVMC115372*
Investments in unquoted equity shares
Total Financial Assets
Financial Liabilities
Other financial liabilities
Bank loans
Loans payables
Payable to related parties
Notes payable
LTNs
Total Financial Liabilities
Financial Assets
Short-term cash investments
Receivables
Installment contract receivables
Others
Long-term cash investments
18,260,649,566
1,516,308,076
2,034,719,604
26,952,944,808
16,041,464,583
1,516,308,076
1,753,600,000
24,452,640,221
16,416,603,462
1,390,452,103
–
20,953,658,629
15,931,248,896
476,423,028
–
21,452,205,882
P
= 5,014,533,958
30,000,000
18,636,832,605
476,423,028
–
24,157,789,591
P
= 5,014,533,958
30,000,000
January 1, 2009
Carrying Value
Fair Value
*SGVMC115372*
P
= 2,717,231,300 P
= 2,688,526,380
P
= 450,646,133
P
= 467,850,183
P
= 223,593,926
P
= 223,438,986
3,490,622,222
3,297,076,765
4,105,852,231
4,262,598,916
3,265,123,250
3,262,860,675
1,111,616,208
1,088,873,326
1,848,640,757
1,916,103,469
2,632,836,269
1,815,770,796
4,173,829,795
4,173,829,795
4,602,886,840
4,602,886,840
3,607,726,256
3,607,726,256
910,408,719
385,749,210
385,749,210
428,906,503
428,906,503
910,408,719
4,257,904,517
5,162,828,871
–
–
–
–
–
–
495,427,390
444,443,860
1,474,565,769
902,881,669
P
= 16,136,953,252 P
= 16,796,884,347 P
= 11,932,359,854 P
= 12,122,789,771 P
= 12,114,254,189 P
= 10,723,087,101
41,309,183
41,309,183
288,936,791
288,936,791
299,625,790
299,625,790
P
= 24,493,949,404 P
= 26,994,253,991 P
= 20,429,118,250 P
= 21,242,595,420 P
= 21,751,831,672 P
= 24,457,415,381
15,603,126,292
1,390,452,103
–
20,140,181,459
P
= 3,010,640,495
135,962,569
P
= 3,481,807,245
1,659,460,317
P
= 3,481,807,245
1,659,460,317
P
= 3,010,640,495
135,962,569
December 31, 2009
Carrying Value
Fair Value
December 31, 2010
Carrying Value
Fair Value
The following table sets forth the carrying values and fair values of the Group’s financial assets and liabilities recognized as of December 31, 2010, 2009
and January 1, 2009:
29. Financial Assets and Liabilities
- 51 -
- 52 The following methods and assumptions were used to estimate the fair value of each class of
financial instrument for which it is practicable to estimate such value:
Cash and cash equivalents and short-term cash investments: Due to the short-term nature of the
account, the fair value of cash and cash equivalents and short-term cash investments approximate
the carrying amounts in the consolidated statements of financial position.
Installment contracts receivables: Estimated fair value of installment contracts receivables is
based on the discounted value of future cash flows using the prevailing interest rates for similar
types of receivables as of the reporting date using the remaining terms of maturity. The discount
rate used ranged from 2.50% to 8.15% in 2010, 5.11% to 9.38% in 2009 and from 6.0% to 8.0% in
2008.
Other receivables: due to the short-term nature of the account, the fair value of other receivables
approximates the carrying amounts.
Long-term cash investments: The fair values are based on the discounted value of future cash
flows using the applicable rates for similar types of instruments. The discount rate used ranges
from 1.30% to 4.96% in 2010.
Payable to related parties: due to the short-term nature of the account, carrying amounts
approximate their fair values.
AFS financial assets: for AFS investment in unquoted equity securities, these are carried and
presented at cost since fair value is not reasonably determine due to the unpredictable nature of
future cash flows and without any other suitable methods of arriving at a reliable fair value.
The AFS financial assets carried at cost are preferred shares of a utility company issued to the
Group as a consequence of its subscription to the electricity services of the said utility company
needed for the Group’s residential units. The said preferred shares have no active market and the
Group does not intend to dispose these because these are directly related to the continuity of its
business.
Accounts and other payables: fair values of accounts and other payables approximate their
carrying amounts in the consolidated statement of financial position due to the short-term nature of
the transactions.
Bank loans, loans payable, notes payable, liabilities for purchased land and LTNs: estimated fair
values of bank loans, liabilities for purchased land and LTNs are based on the discounted value of
future cash flows using the applicable rates for similar types of loans. Interest rates used in
discounting cash flows ranges from 6.50% to 15.50% in 2010, 4.27% to 9.38% in 2009 and 6.70%
to 7.50% in 2008 using the remaining terms to maturity.
*SGVMC115372*
- 53 The Group uses the following three-level hierarchy for determining and disclosing the fair value of
financial instruments by valuation technique:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities;
Level 2: other valuation techniques involving inputs other than quoted prices included in
Level 1 that are observable for the asset or liability, either directly or indirectly; and
Level 3: other valuation techniques involving inputs for the asset or liability that are not
based on observable market data (unobservable inputs).
The Group has no financial instruments measured at fair value as of December 31, 2010 and
2009.
Financial Risk Management Objectives and Policies
Financial risk
The Group’s principal financial liabilities comprise of bank loans, loans payable, notes payable,
accounts and other payables, liabilities for purchased land and long term notes payable. The
main purpose of the Group’s financial liabilities is to raise financing for the Group’s operations.
The Group has various financial assets such as installment contracts receivables, cash and cash
equivalents and short-term and long-term cash investments, which arise directly from its
operations. The main risks arising from the use of financial instruments are interest rate risk,
foreign currency risk, credit risk and liquidity risk.
The BOD reviews and approves with policies for managing each of these risks. The Group
monitors market price risk arising from all financial instruments and regularly report financial
management activities and the results of these activities to the BOD.
The Group’s risk management policies are summarized below. The exposure to risk and how they
arise, as well as the Group’s objectives, policies and processes for managing the risk and the
methods used to measure the risk did not change from prior years.
Cash flow interest rate risk
The Group’s exposure to market risk for changes in interest rates, relates primarily to its financial
assets and liabilities that are interest-bearing.
The Group’s policy is to manage its interest cost by entering into a mixed of fixed and floating rate
debts. The Group’s interest rate on US dollar denominated LTNs has been fixed over a 15-year
period. The Group also regularly enters into short-term loans as it relates to its sold installment
contracts receivables in order to cushion the impact of potential increase in loan interest rates.
The table below shows the financial assets and liabilities that are interest-bearing:
Financial assets
Fixed rate
(excluding cash on hand)
Total
December 31, 2010
Effective
Interest Rate
Amount
1.60% to 4.06%
0.75% to 6.50%
1.75% to 4.0%
7.50% to 19.0%
P
= 3,471,030,858
1,659,460,317
1,753,600,000
16,041,464,583
P
= 22,925,555,758
December 31, 2009
Effective
Interest Rate
Amount
1.60% to 4.06%
5.0% to 6.50%
–
7.50% to 19.0%
P
= 3,000,635,643
135,962,569
–
15,603,126,292
P
= 18,739,724,504
January 1, 2009
Effective
Interest Rate
0.50% to 5.0%
5.0% to 8.50%
–
7.50% to 19.0%
Amount
P
= 5,008,587,912
30,000,000
–
15,931,248,896
P
= 20,969,836,808
*SGVMC115372*
- 54 -
Financial liabilities
Floating rate
Bank loans
Fixed rate
Notes payable
Bank loans
Loans payable
LTNs
December 31, 2010
Effective
Interest Rate
Amount
91-day treasury
bill rates plus of
0.125% to 1.0%
8.25%
9.50% to 12.0%
9.50% to 13.0%
8.25%
–
P
=–
4,257,904,517
2,717,231,300
3,490,622,222
38,653,734
–
P
= 10,504,411,773
December 31, 2009
Effective
Interest Rate
Amount
91-day treasury
bill rates plus of
0.125% to 1.0%
–
9.50% to 12.0%
5.0% to 14.0%
–
8.59%
P
= 1,870,000
–
448,776,133
4,105,852,231
–
495,427,390
P
= 5,051,925,754
January 1, 2009
Effective
Interest Rate
91-day treasury
bill rates plus of
0.125% to 1.0%
–
9.50% to 12.0%
9.50% to 12.0%
–
8.59%
Amount
P
= 24,080,100
–
199,513,826
3,265,123,250
–
1,474,565,769
P
= 4,963,282,945
The following table demonstrates the sensitivity to a reasonably possible change in interest rates
until its next annual reporting date with all other variables held constant, of the Group’s income
before tax (due to effect of floating rate borrowings). There is no impact on the Group’s equity
other than those already affecting the net income.
Peso
2010
Effect on income
Increase/decrease
in interest rate
before income tax
P
=–
+25 bps
–
-25 bps
2009
Effect on income
Increase/decrease
in interest rate
before income tax
+25 bps
(P
= 4,675)
-25 bps
4,675
2008
Increase/decrease
Effect on income
in interest rate
before income tax
+25 bps
(P
= 60,200)
-25 bps
60,200
The assumed movement in basis points for interest rate sensitivity analysis is based on the
currently observable market environment, showing no material movements as in prior years.
Other than the potential impact on income before income tax, there is no other effect on other
comprehensive income.
Foreign exchange risk
The Group’s foreign exchange risk results primarily from movements of the Philippine peso
against the United States Dollar (USD). Approximately 19.40%, 2.69% and 7.76% of the debt of
the Group as of December 31, 2010, 2009 and January 1, 2009, respectively, are denominated in
USD. The Group’s foreign currency-denominated debt comprises of the Bonds in 2010 and the
LTNs in 2009 and 2008. Below are the carrying values and the amounts in US$ of these foreign
currency denominated financial assets and liabilities.
Notes payable
LTNs
December 31, 2010
Peso
US$
P
= 229,136,468
US$5,226,653
1,534,400,000
35,000,000
1,753,600,000
40,000,000
4,257,904,517
97,123,734
–
–
December 31, 2009
Peso
US$
P
=–
US$–
–
–
–
–
–
–
495,427,390
10,723,537
January 1, 2009
Peso
US$
P
=–
US$–
–
–
–
–
–
–
1,474,565,769 31,030,424
In translating the foreign currency- denominated monetary assets in peso amounts, the exchange
rates used were P
= 43.84 to US$1.00, P
= 46.20 to US$1.00, and P
= 47.52 to US$1.00, the Philippine
Peso - US dollar exchange rates as of December 31, 2010, 2009 and January 1, 2009,
respectively.
The following table demonstrates the sensitivity to a reasonably possible change in the US dollar
exchange rate until its next annual reporting date, with all other variables held constant, of the
Group’s 2010 profit before tax (due to changes in the fair value of monetary assets and liabilities)
as of December 31, 2010, 2009 and 2008.
*SGVMC115372*
- 55 -
Notes payable
LTNs
December 31, 2010
Increase/
Decrease
Effect on
in US Dollar
income
rate
before tax
+0.02%
P
= 45,827
-0.02%
(45,827)
+0.02%
306,880
-0.02%
(306,880)
+0.02%
350,720
-0.02%
(350,720)
+0.02%
(851,581)
-0.02%
851,581
–%
–
–%
–
December 31, 2009
Increase/
Decrease
Effect on
in US Dollar
income
rate
before tax
–%
P
=–
–%
–
–%
–
–%
–
–%
–
–%
–
–%
–
–%
–
+0.02%
(99,085)
-0.02%
99,085
January 1, 2009
Increase/
Decrease
Effect on
in US Dollar
income
rate
before tax
–%
P
=–
–%
–
–%
–
–%
–
–%
–
–%
–
–%
–
–%
–
+0.02%
(294,913)
–0.02%
294,913
The assumed movement in basis points for foreign exchange sensitivity analysis is based on the
currently observable market environment, showing no material movements as in prior years.
There are no items affecting equity except for those having impact on profit or loss.
Credit risk
The Group transacts only with recognized and creditworthy third parties. The Group’s receivables
are monitored on an ongoing basis resulting to manageable exposure to bad debts. Real estate
buyers are subject to standard credit check procedures, which are calibrated based on the
payment scheme offered. The Group’s respective credit management units conduct a
comprehensive credit investigation and evaluation of each buyer to establish creditworthiness.
Receivable balances are being monitored on a regular basis to ensure timely execution of
necessary intervention efforts. In addition, the credit risk for installment contracts receivables is
mitigated as the Group has the right to cancel the sales contract without need for any court action
and take possession of the subject house in case of refusal by the buyer to pay on time the due
installment contracts receivable. This risk is further mitigated because the corresponding title to
the subdivision units sold under this arrangement is transferred to the buyers only upon full
payment of the contract price.
With respect to credit risk arising from the other financial assets of the Group, which are
comprised of cash and cash equivalents, short-term and long-term cash investments and AFS
financial assets, the Group’s exposure to credit risk arises from default of the counterparty, with a
maximum exposure equal to the carrying amount of these instruments. The Group manages its
cash by maintaining cash accounts with banks which have demonstrated financial soundness for
several years. The Group’s investments in AFS are incidental to its housing projects and are
considered by the Group to be of high quality because these are investments with the biggest
electric utility company in the country.
- 56 The table below shows the comparative summary of maximum credit risk exposure on financial
assets as of December 31, 2010, 2009 and January 1, 2009:
Loans and Receivables
Receivables
Installment contracts receivables
Others
AFS Financial Assets
Investments in unquoted
equity shares
2010
December 31
2009
January 1
2009
P
= 3,471,030,858
1,659,460,317
P
= 3,000,635,643
135,962,569
P
= 5,008,587,912
30,000,000
16,140,816,767
1,731,286,986
1,753,600,000
24,756,194,928
15,702,478,476
1,616,073,672
–
20,455,150,360
16,019,521,931
1,063,010,838
–
22,121,120,681
41,309,183
P
= 24,797,504,111
288,936,791
P
= 20,744,087,151
299,625,790
P
= 22,420,746,471
The maximum exposure is shown gross, before the effect of mitigation through the use of
collateral agreements. The subject lots and residential houses sold are held as collateral for the
all installment contracts receivables.
Given the Group’s diverse base of counterparties, it is not exposed to large concentrations of
credit risk. As of December 31, 2010, 2009 and January 1, 2009, the aging analyses of past due
but not impaired receivables, presented per class are as follows:
December 31, 2010
Installment contract
receivables
Other receivables
Total
Neither Past
Due Nor
Impaired
<30 days
P
= 15,470,729,536
1,172,844,158
P
= 16,643,573,694
P
= 127,298,650
18,231,704
P
= 145,530,354
Past Due But Not Impaired
30-60 days
60-90 days
P
= 79,490,473
24,277,837
P
= 103,768,310
P
= 51,557,707
40,898,314
P
= 92,456,021
>90 days
Total of Past
Due But Not
Impaired
Impaired
Financial
Assets
Total
P
= 312,388,217
260,056,063
P
= 572,444,280
P
= 570,735,047
343,463,918
P
= 914,198,965
P
= 99,352,184
214,978,910
P
= 314,331,094
P
= 16,140,816,767
1,731,286,986
P
= 17,872,103,753
>90 days
Total of Past
Due But Not
Impaired
Impaired
Financial
Assets
Total
P
= 207,486,824
18,329,573
P
= 225,816,397
P
= 99,352,184
225,621,569
P
= 324,973,753
P
= 15,702,478,476
1,616,073,672
P
= 17,318,552,148
December 31, 2009
receivables
Other receivables
Total
Neither Past
Due Nor
Impaired
P
= 15,395,639,468
1,372,122,530
P
= 16,767,761,998
January 1, 2009
receivables
Other receivables
Total
Neither Past
Due Nor
Impaired
P
= 15,110,551,828
469,501,542
P
= 15,580,053,370
<30 days
P
= 24,342,317
2,150,422
P
= 26,492,739
<30 days
P
= 271,507,002
1,166,751
P
= 272,673,753
30-60 days
60-90 days
P
= 24,056,950
2,125,213
P
= 26,182,163
P
= 18,747,771
1,656,195
P
= 20,403,966
30-60 days
60-90 days
P
= 225,161,985
–
P
= 225,161,985
P
= 129,799,797
–
P
= 129,799,797
P
= 140,339,786
12,397,743
P
= 152,737,529
>90 days
P
= 194,228,284
5,754,735
P
= 199,983,019
Total of Past
Due But Not
Impaired
P
= 820,697,068
6,921,486
P
= 827,618,554
Impaired
Financial
Assets
Total
P
= 88,273,035
586,587,810
P
= 674,860,845
P
= 16,019,521,931
1,063,010,838
P
= 17,082,532,769
Those accounts that are considered neither past due nor impaired are receivables without any
default in payments and those accounts wherein the management has assessed that
recoverability is high.
*SGVMC115372*
P
=–
–
47,804,832
–
–
47,804,832
–
P
= 47,804,832
15,424,447,347
1,152,665,277
1,753,600,000
23,461,203,799
41,309,183
P
= 23,502,512,982
Total loans and receivables
Medium grade
P
= 3,471,030,858
1,659,460,317
High grade
P
=–
–
–
–
–
P
=–
–
Low grade
Neither past due nor impaired
Receivables
Others
December 31, 2010
P
= 23,550,317,814
23,509,008,631
41,309,183
15,472,252,179
1,152,665,277
1,753,600,000
P
= 3,471,030,858
1,659,460,317
Total
P
= 932,855,202
932,855,202
–
570,735,047
362,120,155
–
P
=–
–
not impaired
Past due but
P
= 24,797,504,111
24,756,194,928
41,309,183
16,140,816,767
1,731,286,986
1,753,600,000
P
= 3,471,030,858
1,659,460,317
Total
*SGVMC115372*
P
= 314,331,095
314,331,095
–
97,829,541
216,501,554
–
P
=–
–
Impaired
The tables below show the credit quality of the Group’s financial assets as of December 31, 2010, 2009 and January 1, 2009, gross of allowance for
impairment losses:
The restructured accounts out of the total neither past due nor impaired receivables are P
= 315.43 million, P
December 31, 2010, 2009 and January 1, 2009, respectively. The aggregate fair value of collaterals of installment contracts receivable that are past due
but not impaired as of December 31, 2010, 2009 and January 1, 2009 amounted to P
= 557.41 million, P
= 1,317.34 million, respectively.
- 57 -
P
=–
P
= 20,178,094,566
P
=–
P
=–
–
–
–
–
–
P
=–
P
= 5,008,587,912
30,000,000
15,110,551,828
819,207,659
20,968,347,399
299,625,790
P
= 21,267,973,189
Medium grade
820,697,068
8,376,130
829,073,198
–
P
= 829,073,198
20,968,347,399
299,625,790
= 21,267,973,189
P
=– P
–
–
–
–
15,110,551,828
819,207,659
not impaired
Past due but
P
= 241,018,832
241,018,832
–
207,486,824
33,532,008
P
=–
–
Total
P
= 20,178,094,566
19,889,157,775
288,936,791
15,406,718,617
1,345,840,946
P
=–
–
P
= 5,008,587,912
30,000,000
P
=–
–
Low grade
Cash and cash equivalents (excluding
cash on hand)
Receivables
Others
High grade
–
–
19,889,157,775
288,936,791
January 1, 2009
–
–
–
–
15,406,718,617
1,345,840,946
–
–
P
=–
–
P
=–
–
P
= 3,000,635,643
135,962,569
not impaired
Total
Past due but
Low grade
Medium grade
P
= 3,000,635,643
135,962,569
High grade
Cash and cash equivalents (excluding
cash on hand)
Receivables
Others
December 31, 2009
- 58 -
20,455,150,360
288,936,791
15,702,478,476
1,616,073,672
P
= 3,000,635,643
135,962,569
Total
P
= 323,700,084
323,700,084
–
88,273,035
235,427,049
P
=–
–
Impaired
*SGVMC115372*
P
= 22,420,746,471
22,121,120,681
299,625,790
16,019,521,931
1,063,010,838
P
= 5,008,587,912
30,000,000
Total
P
= 324,973,753 P
= 20,744,087,151
324,973,753
–
88,273,035
236,700,718
P
=–
–
Impaired
- 59 High grade cash and cash equivalents and short-term and long-term cash investments are money
market placements and working cash fund placed, invested or deposited in local banks belonging
to the top ten banks in the Philippines in terms of resources and profitability.
The Group’s high-grade receivables pertain to receivables from related parties and third parties
which, based on experience, are highly collectible or collectible on demand, and of which
exposure to bad debt is not significant. Installment contract receivables under bank-financing are
assessed to be high grade since accounts under bank-financing undergone credit evaluation
performed by two parties, the Group and the respective bank, thus credit evaluation underwent a
more stringent criteria resulting to higher probability of having good quality receivables.
Medium grade accounts are active accounts with minimal to regular instances of payment default,
due to ordinary/common collection issues. These accounts are typically not impaired as the
counterparties generally respond to credit actions and update their payments accordingly.
Low grade accounts are accounts which have probability of impairment based on historical trend.
Based on the Group’s experience, its loans and receivables are highly collectible or collectible on
demand. The receivables are collateralized by the corresponding real estate properties. In few
cases of buyer defaults, the Group can repossess the collateralized properties and held it for sale
in the ordinary course of business at the prevailing market price. The total of repossessed
properties included in the “Real estate inventories” account in the consolidated statement of
financial position amounted to P
= 506.72 million, P
December 31, 2010, 2009 and January 1, 2009, respectively. The Group performs certain repair
activities on the said repossessed assets in order to put their condition at a marketable state.
Costs incurred in bringing the repossessed assets to its marketable state are included in their
carrying amounts.
The Group did not accrue any interest income on impaired financial assets.
Liquidity Risk
The Group monitors its cash flow position, debt maturity profile and overall liquidity position in
assessing its exposure to liquidity risk. The Group maintains a level of cash deemed sufficient to
finance its cash requirements. Operating expenses and working capital requirements are
sufficiently funded through cash collections. The Group’s loan maturity profile is regularly
reviewed to ensure availability of funding through adequate credit facilities with banks and other
financial institutions.
The extent and nature of exposures to liquidity risk and how they arise as well as the Group’s
objectives, policies and processes for managing the risk and the methods used to measure the
risk are the same for 2010, 2009 and 2008.
Maturity Profile of Financial Assets and Liabilities
The tables below summarize the maturity profile of the Group’s financial assets and liabilities as of
December 31, 2010, 2009 and January 1, 2009 based on undiscounted contractual payments,
including interest receivable and payable.
*SGVMC115372*
- 60 December 31, 2010
Financial Assets
Receivables
Others
Long-term cash investment
Total undiscounted financial assets
Financial liabilities at amortized cost
Bank loans
Loans payable
Accounts payable and other payables
Notes payable
Total undiscounted financial liabilities
On Demand
1 to
3 Months
3 to
12 Months
1 to
5 Years
Total
P
= 3,441,929,900
–
P
= 39,877,345
1,659,460,317
P
=–
–
P
=–
–
P
= 3,481,807,245
1,659,460,317
778,760,658
1,718,537,842
–
P
= 5,939,228,400
1,385,896,901
–
–
P
= 3,085,234,563
3,918,524,149
12,749,144
–
P
= 3,931,273,293
14,133,134,534
2,082,219,836
P
= 16,215,354,370
20,216,316,242
1,731,286,986
2,082,219,836
P
= 29,171,090,626
P
= 48,424,275
–
1,194,706,696
346,995,529
385,749,210
–
P
= 1,975,875,710
P
= 206,973,448
–
251,026,223
116,757,527
–
180,103,442
P
= 754,860,640
P
= 452,862,513
1,567,999,602
1,939,315,389
374,084,680
–
183,088,582
P
= 4,517,350,766
P
= 2,213,860,533
2,899,071,372
788,781,487
294,866,975
–
5,795,784,853
P
= 11,992,365,220
On Demand
1 to
3 Months
3 to
12 Months
1 to
5 Years
P
= 3,010,640,495
–
P
=–
135,962,569
P
=–
–
P
=–
–
P
= 3,010,640,495
135,962,569
600,454,850
1,616,073,672
P
= 5,227,169,017
3,600,454,850
–
P
= 3,736,417,419
3,220,455,388
–
P
= 3,220,455,388
8,370,231,418
–
P
= 8,370,231,418
15,791,596,506
1,616,073,672
P
= 20,554,273,242
P
= 43,857,732
359,273,825
4,602,886,840
730,774,218
–
428,906,503
P
= 6,165,699,118
P
= 22,959,585
188,080,359
–
233,283,214
–
–
P
= 444,323,158
P
= 233,482,557
1,912,642,721
–
238,223,315
–
–
P
= 2,384,348,593
P
= 200,914,946
1,645,855,326
–
646,360,010
495,427,390
–
P
= 2,988,557,672
P
= 501,214,820
4,105,852,231
4,602,886,840
1,848,640,757
495,427,390
428,906,503
P
= 11,982,928,541
P
= 2,922,120,769
4,467,070,974
4,173,829,795
1,132,704,711
385,749,210
6,158,976,877
P
= 19,240,452,336
December 31, 2009
Financial Assets
Receivables
Others
Total undiscounted financial assets
Financial liabilities at amortized cost
Bank loans
Loans payable
LTNs
Total
*SGVMC115372*
- 61 January 1, 2009
Financial Assets
Receivables
Others
Total undiscounted
financial assets
Financial liabilities at
amortized cost
Bank loans
Loans payable
LTNs
On Demand
1 to
3 Months
3 to
12 Months
1 to
5 Years
Total
P
= 5,014,533,958
–
P
=–
30,000,000
P
=–
–
P
=–
–
P
= 5,014,533,958
30,000,000
261,707,975
73,486,295
523,415,949
92,003,904
10,172,878,692
897,520,639
5,187,818,787
–
16,145,821,403
1,063,010,838
P
= 5,349,728,228
P
= 645,419,853
P
= 11,070,399,331
P
= 5,187,818,787
P
= 22,253,366,199
P
= 553,703
8,084,483
594,062,341
161,207,867
–
5,235,027
P
= 769,143,421
P
= 276,851
4,042,242
297,031,171
322,415,734
–
150,470,053
P
= 774,236,051
P
= 107,493,090
1,569,481,987
2,673,280,536
1,450,870,802
–
677,115,239
P
= 6,478,241,654
P
= 115,303,127
1,683,514,538
43,352,208
698,341,866
1,474,565,769
7,588,400
P
= 4,022,665,908
P
= 223,626,771
3,265,123,250
3,607,726,256
2,632,836,269
1,474,565,769
840,408,719
P
= 12,044,287,034
30. Equity
Capital Stock
The details of the Parent Company’s capital stock follow:
2010
December 31
2009
January 1
2009
Common
Authorized shares
Par value per share
Issued shares
Treasury shares
11,000,000,000 12,000,000,000 12,000,000,000
P
= 1.00
P
= 1.00
P
= 1.00
8,538,740,614
8,538,740,614
8,538,740,614
–
–
(295,756,000)
Preferred
Authorized shares
Par value per share
Issued shares
10,000,000,000
P
= 0.01
–
–
–
–
–
–
–
On August 13, 2010, the BOD approved the reclassification of 1.0 billion unissued common shares
with a par value of P
= 1.00 per share into 10.0 billion new preferred shares with a par value of
P
= 0.10 per share and the amendment of the Parent Company’s Articles of Incorporation to reflect
the reclassification of the unissued common shares into new preferred shares. On September 27,
2010, the Parent Company’s stockholders ratified the reclassification.
On November 24, 2010, the SEC approved the amendments to the Parent Company’s Articles of
Incorporation embodying the reclassification of the unissued common shares to new preferred
shares.
*SGVMC115372*
- 62 The new preferred shares are voting, cumulative, non-paticipating, non-convertible and nonredeemable. The BOD may determine the dividend rate which shall in no case be more than 10%
per annum.
Treasury Shares
On November 27, 2007, the SEC approved the Parent Company’s buyback of its shares up to the
extent of the total purchase price of US$25 million subject to the prevailing market price at the
time of buy back over the next 12 months but subject to periodic review by the Parent Company’s
management. On November 6, 2008, the Parent Company’s BOD approved the extension of the
buy back for an additional of six (6) months or up to May 12, 2009.
In various dates 2009 and 2008, the Parent Company acquired from the market a total of
24,930,000 and 282,498,000 common shares, respectively, at a total cost of P
= 20.49 million and
P
= 548.35 million, respectively. On October 20, 2009, the Parent Company issued 320,686,000
treasury shares as consideration for the 100% interest in VRI (see Note 2).
The movements in the Parent Company’s outstanding number of common shares follow:
At January 1
Treasury stock:
Acquired
Reissued
At December 31
2010
8,538,740,614
2009
8,242,984,614
2008
8,525,482,614
–
–
8,538,740,614
(24,930,000)
320,686,000
8,538,740,614
(282,498,000)
–
8,242,984,614
Retained Earnings
In accordance with SEC Memorandum Circular No. 11 issued in December 2008, the Parent
Company’s retained earnings available for dividend declaration as of December 31, 2010
amounted to P
= 822.90 million
On September 15, 2010, the BOD approved the declaration and payment of cash dividends from
the unrestricted retained earnings of the Parent Company amounting to P
= 461.09 million or
P
= 0.054 per share payable to stockholders of record at the close of business on September 30,
2010. The said dividends are payable on October 26, 2010.
On November 23, 2009, the BOD approved the cash dividend declaration and payment from the
unrestricted retained earnings of the Parent Company of P
= 281.78 million or P
= 0.033 per share
payable to stockholders of record as of December 8, 2009. The said dividends are payable on
December 29, 2009.
On April 8, 2008, the BOD approved the cash dividend declaration and payment from the
unrestricted retained earnings of the Parent Company of P
= 542.91 million or P
= 0.064 per share
payable to stockholders of record as of April 17, 2008. The said dividends are payable on
May 14, 2008.
Noncontrolling Interests
Liabilities for noncontrolling interests amounting to P
= 49.20 million were settled in 2009.
Capital Management
The primary objective of the Group’s capital management is to ensure that it maintains a strong
credit rating and healthy capital ratios in order to support its business and maximize shareholder
value.
*SGVMC115372*
- 63 The Group manages its capital structure and makes adjustments to it, in light of changes in
economic conditions. To maintain or adjust the capital structure, the Group may adjust the
dividend payment to shareholders or issue new shares.
The Group considers as capital the equity attributable to equity holders of the Group.
The following table shows the component of the Parent Company’s equity as of December 31,
2010, 2009 and January 1, 2009:
Total paid-up capital
Retained earnings
Unrealized gain on AFS financial
assets
Treasury shares
2010
P
= 27,867,250,474
10,309,298,685
–
–
P
= 38,176,549,159
December 31
2009
P
= 27,867,250,474
7,757,417,581
January 1
2009
P
= 27,844,016,282
5,739,787,852
–
–
P
= 35,624,668,055
472,619
(616,885,476)
P
= 32,967,391,277
31. Notes to Consolidated Statements of Cash Flows
The Group’s noncash investing and financing activities pertain to the following:
a) Transfer of real estate inventories in 2010 amounting to P
= 174.01 million by a certain related
party to the Group which resulted to decrease in available-for-sale financial assets and
increase in real estate inventories;
b) Conversion of sold receivables from a “with recourse basis” to “without recourse basis” with
total carrying value of P
= 1,419.97 million in 2010;
= 554.77 million in 2010;
c) Payment of LTNs by a certain related party amounting to P
d) Transfers from land for future development amounting to real estate inventories amounting to
P
= 863.19 million, P
= 2,740.11 million in 2010, 2009 and 2008, respectively;
and
e) Acquisition of VRI in exchange of treasury shares amounting to P
= 661.61 million in 2009.
32. Contingencies
The Group has various contingent liabilities from legal cases arising from the ordinary course of
business which are either pending decision by the courts or are currently being contested by the
Group, the outcome of which are not presently determinable.
In the opinion of the management and its legal counsel, the eventual liability under these lawsuits
or claims, if any, will not have a material or adverse effect in the Group’s financial position and
results of operations.
*SGVMC115372*
- 64 33. Reclassifications
Change in classification
During the current year, the Group reclassified certain properties held for sale in the medium
or long-term or as part of the landbanking activities, from “Real estate inventories” under
current assets to “Land for future development” under noncurrent assets. The comparative
statements of financial position have been restated to reflect the reclassification amounting to
P
= 16,453.64 million as of December 31, 2009 and January 1, 2009,
= 3,745.98 million for years ended
respectively. Cash outflows amounting to P
December 31 and January 1, 2009, respectively, in connection with additions to “land for future
development” were accordingly reclassified from operating to investing activities. Management
believes that this presentation is preferable because it is consistent with local industry practice,
making the Group’s financial statements more comparable with companies engaged in the same
business.
Offsetting deferred taxes
During the current year, the Group changed its presentation of deferred tax assets and liabilities
from a gross basis to a net basis to the extent there is a legally enforceable right to set off the
deferred taxes that relate to the same taxable entity and the same taxation authority. Comparative
amounts for prior years were reclassified for consistency with deferred tax asset set-off against
deferred tax liability amounting to P
= 390.28 million as of December 31, 2009
and January 1, 2009, respectively.
34. Approval of Financial Statements
The consolidated financial statements of the Group as of December 31, 2010, 2009 and
January 1, 2009 and for the years ended December 31, 2010, 2009 and 2008 were authorized for
issue by the BOD on April 4, 2011.
SHAREHOLDER INFORMATION
VISTA LAND & LIFESCAPES, INC.
Registered Address:
3rd Level Starmall Las Piñas
C.V. Starr Avenue, Pamplona,
1746 Las Piñas City,
Philippines
Office Address:
UGF Worldwide Corporate Center
Shaw Boulevard,
1552 Mandaluyong City
Philippines
Tel
Fax
+63 2 5845308/05
+63 2 5845731
www.vistaland.com.ph
CAMELLA HOMES, INC.
South-based Communities
3rd Level Metropolis Mall
Alabang, Muntinlupa City
Philippines
Tel
+63 2 7721096
Fax
+63 2 7721093
North-based Communities
Shaw Boulevard,
Philippines
Tel
+63 2 5313486 ext 101
Fax
+63 2 5341377 ext 102
East-based Communities
Shaw Boulevard,
Philippines
Tel
+63 2 5313486 ext 101
+63 2 5841176
Fax +63 2 5341377 ext 102
+63 2 5841178
www.camella.com.ph
BRITTANY CORPORATION
2nd Floor, The Marfori Tower
Lakefront, East Service Road,
Sucat, 1770 Muntinlupa City,
Philippines
Tel
+63 2 7949988 to 94
Fax +63 2 7949995
www.brittany.com.ph
CROWN ASIA PROPERTIES, INC.
2nd Floor The Wharf at Lakefront
Km. 20 East Service Road, Sucat
1770 Muntinlupa City
Philippines
Tel
+63 2 8661582
Fax +63 2 8371408
www.crownasia.com.ph
COMMUNITIES PHILIPPINES, INC.
Shaw Boulevard,
Philippines
Tel
+63 2 5313486 ext 107
Fax +63 2 5341377 ext 103
www.camella.com.ph
VISTA RESIDENCES, INC.
Shaw Boulevard,
Philippines
Tel
+63 2 5841176
+63 2 5841183
Fax +63 2 5841178
www.vistaresidences.com.ph
Institutional
Investor Inquiries
For inquiries please write or call Vista Land & Lifescapes, Inc.’s
Investor Relations Group.
Shaw Boulevard
Philippines
Tel:
+63 2 5845730 ext 108
Fax:
+63 2 5845731
[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:
Securities Transfer Services, Inc.
G/F Benpres Building
Exchange Road corner Meralco Avenue
Ortigas Center, Pasig City
Metro Manila, Philippines
Tel:
+63 2 4900060
Fax:
+63 2 6317148
Concept, Content Design and Layout:
ArtOne Design & Communications, Inc.
Photography:
Albert Labrador
Edwin Tuyay
Las Piñas Business Center
National Road, Talon
Las Piñas City, Philippines
Tel: +63 2 8745758
Fax: +63 2 8126947
www.vistaland.com.ph

Communities - Vista Land

Transcription

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