8990 - 2020 Definitive Information Statement (And Annexes)

COVER SHEET
C S 2 0 0 5 1 1 8 1 6
S.E.C. Registration Number
8 9 9 0 H O L D I N G S I N C .
(Company’s Full Name)
1 1 t h F L O O R L I B E R T Y C E N T E R
H V D E L A C O S T A S A L C E D O
V I L L A G E M A K A T I
(Business Address : No. Street/City/Province)
ATTY. MAUREEN CHRISTINE O. 88880999

LIZARONDO-MEDINA
Contact Person Company Telephone Number
1 2 3 1 SEC Form 20-IS

Month Day FORM TYPE Month Day
Fiscal Year Annual Meeting
Secondary License Type, If Applicable
Dept. Requiring this Doc. Amended Articles Number/Section
Total Amount of Borrowings
Total No. of Stockholders Domestic Foreign
----------------------------------------------------------------------------------------------------------
To be accomplished by SEC Personnel concerned
File Number LCU
Document I.D.
Cashier
STAMPS
Remarks = pls. Use black ink for scanning purposes

SECURITIES AND EXCHANGE COMMISSION
SEC FORM 20-IS
INFORMATION STATEMENT PURSUANT TO SECTION 20

OF THE SECURITIES REGULATION CODE
1. Check the appropriate box:
[] Preliminary Information Statement
[X] Definitive Information Statement
2. Name of Registrant as specified in its charter 8990 HOLDINGS, INC.
3. Makati City, Metro Manila

Province, country or other jurisdiction of incorporation or organization
4. SEC Identification Number CS2000511816
5. BIR Tax Identification Code 239-508-223-000
6. 11th Floor, Liberty Center, 104 HV Dela Costa, Salcedo Village, Makati City, 1200 Philippines
Address of principal office and postal code
7. Registrant’s telephone number, including area code (632) 8478-9659
8. 14 September 2020, Monday, 2:00 p.m., to be conducted online

Date, time and place of the meeting of security holders
9. 20 August 2020
Approximate date on which the Information Statement is first to be sent or given to security holders
10. Securities registered pursuant to Sections 8 and 12 of the Code or Sections 4 and 8 of the RSA
(information on number of shares and amount of debt is applicable only to corporate registrants):
Title of Each Class Number of Shares of Common Stock Outstanding or

Amount of Debt Outstanding
Common Shares 5,391,399,020
Series A Preferred Shares 50,000,000
Corporate Bonds Series A, B, and C Php9,000,000,000.00
11. Are any or all of registrant's securities listed in a Stock Exchange?
Yes
The Registrant’s common and preferred shares are listed on the Philippine Stock Exchange.
The Registrant’s Corporate Bonds Series A, B, and C are listed on the Philippine Dealing Exchange
WE ARE NOT ASKING YOU FOR A PROXY.

YOU ARE NOT BEING REQUESTED TO SEND US A PROXY.
A copy of this Information Statement may be accessed through the Corporation’s website:
http://8990holdings.com/
8990 HOLDINGS, INC.
11th Floor, Liberty Center
104 HV Dela Costa Street, Salcedo Village, Makati City
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Please be advised that the Annual Meeting of the stockholders of 8990 HOLDINGS, INC. (the “Company”) for
the year 2020 will be conducted online on 14 September 2020, Monday, at 2:00 p.m. Stockholders who wish
to participate in the proceedings may do so by signing on at the following URL address:
https://registration.8990holdings.com.
The following shall be the agenda of the meeting:
1. Call to Order
2. Certification of Notice and Quorum
3. Approval of the minutes of the last stockholders’ meeting held on 29 July 2019;
4. Presentation and Adoption of the President’s Report and Annual Report and Approval of the Audited
Financial Statements for the year 2019;
5. Ratification of all acts of the Board of Directors and Management since the last annual stockholders’
meeting held on 29 July 2019;
6. Election of the Directors (including the Independent Directors) of the Company for the ensuing fiscal year;
7. Approval to delegate the appointment of the external auditor of the Company for the year 2020 to the
Board of Directors;
8. Other business as may properly come before the meeting and at any adjournment thereof; and
9. Adjournment
Minutes of the 2019 Annual Meeting of Stockholders is available at the website of the Company,
www.8990holdings.com, and will be appended to the Information Statement that will be distributed or
disseminated to all stockholders as of the record date.
The Board of Directors has set the 17th day of August 2020, as the record date for the determination of
stockholders entitled to notice of and to vote at the Annual Stockholders’ Meeting.
Given the current circumstances and in order to ensure the safety and welfare of our stockholders in light of the
COVID-19 situation, the Company will dispense with the physical attendance of stockholders at the meeting.
Consequently, attendance will only be by remote communication, with voting being accomplished in absentia
through the Company's online voting system at URL address: https://registration.8990holdings.com or through
the Chairman of the meeting, as proxy.
Stockholders intending to participate by remote communication should pre-register with the Company via
HOUSE's Electronic Registration and Online-voting (HERO) System at URL address:
https://registration.8990holdings.com during the given registration period and in any case, no later than 7
September 2020 .
Following such pre-registration and subject to validation procedures, stockholders may vote either electronically
via the HERO System, no later than 14 September 2020 or submit duly accomplished proxies on or before 7
September 2020 to the Office of the Corporate Secretary at Picazo Buyco Tan Fider & Santos Law Office,
Penthouse, Liberty Center, 104 H.V. Dela Costa Street, Salcedo Village, Makati City and/or by email to
cpalmagil@picazolaw.com or molizarondo@picazolaw.com. Validation of proxies is set on 9 September 2020
at 2:00 pm.
The detailed rules and procedures for participating in the meeting through remote communication and for casting
their votes in absentia are set forth in the Information Statement.
In compliance with the SEC Advisory dated May 6, 2015, a copy of the Interim Unaudited Financial Statements
of the Company as of and for the quarter ended 30 June 2020 with Management Discussion and Analysis shall
be posted in the website of the Company on or before 14 September 2020. A hard copy of the same Interim
Unaudited Financial Statements will be provided to any requesting shareholder, free of charge, as soon as said
Interim Unaudited Financial Statements becomes available but in no case later than 14 September 2020.
Very truly yours,
CRISTINA S. PALMA GIL-FERNANDEZ

Corporate Secretary
AGENDA DETAILS AND RATIONALE
1. Call to Order
The Chairman of the Board of Directors, Mr. Mariano D. Martinez, Jr., will call the meeting to
order.
2. Certification of Notice and Quorum
The Corporate Secretary, Atty. Cristina S. Palma Gil-Fernandez will certify that copies of the
Notice of Meeting were duly published in the business section of two (2) newspapers of general
circulation, and will certify the number of shares represented in the meeting, for the purpose of
determining the existence of quorum to validly transact business.
Pursuant to Sections 23 and 57 of the Revised Corporation Code and SEC Memorandum Circular
No. 6, Series of 2020, the Corporation has set up a designated web address which may be
accessed by the stockholders to participate and vote in absentia on the agenda items presented
for resolution at the meeting. A stockholder who votes in absentia or who participating by remote
communication shall be deemed present for purposes of quorum.
The following are the rules and procedures for the conduct of the meeting:
(i) Stockholders may attend the meeting remotely through HOUSE’s Electronic Registration
and Online-voting (HERO) System (the “HERO System”). Stockholders may send their
questions or comments prior to the meeting by e-mail at
corpcommunication@8990holdings.com. The HERO System shall include a mechanism
by which questions may be posted live during the meeting. The Company will endeavor to
answer all questions submitted prior to and in the course of the meeting, or separately
through the Company’s Investor Relations Office.
(ii) Each of the Agenda items which will be presented for resolution will be shown on the
screen during the live streaming as the same is taken up at the meeting.
(iii) Stockholders must notify the Company of their intention to participate in the meeting by
remote communication to be included in determining quorum, together with the
stockholders who voted in absentia and by proxy.
(iv) Voting shall only be allowed for stockholders registered in the HERO System at
https://registration.8990holdings.com or through the Chairman of the meeting as proxy.
(v) All the items in the Agenda for the approval by the stockholders will need the affirmative
vote of stockholders representing at least a majority of the issued and outstanding voting
stock represented at the meeting.
(vi) Election of directors will be by plurality of votes and every stockholder will be entitled to
cumulate his votes.
(vii) The Company’s stock transfer agent and Corporate Secretary will tabulate and validate all
votes received.
3. Approval of the minutes of the last stockholders’ meeting held on 29 July 2019
The minutes of the last Annual Meeting of Stockholders held on 29 July 2019 will be presented
for approval by the stockholders, in keeping with Section 49(a) of the Revised Corporation Code.
A copy of such minutes has been uploaded on the Company’s website and will also be distributed
to the stockholders prior to the meeting.
4. Presentation and Adoption of the President’s Report and Annual Report and Approval of
the Audited Financial Statements for the year 2019
The President’s Report and the Annual Report of the Company for the year 2019 and the audited
financial statements of the Company for the year ended 31 December 2019 (a copy of which is
attached to this Information Statement) will be presented for the information, understanding, and
approval of the stockholders. The President’s Report and Annual Report for 2019 will provide
context and details on the financial performance and results of operations of the Company for
2019. This report and presentation are in line with the Company’s s thrust to observe and abide
by the best corporate governance practices. It will allow stockholders to understand the financial
condition of the Company and they will be given the opportunity to propound questions to
management on matters relating to the performance of the Company.
The comments and feedback from the stockholders and their approval or disapproval of these
reports and the financial statements will provide guidance to the Board of Directors in the
management of the business of the Company.
5. Ratification of all acts of the Board of Directors and Management since the last annual
stockholders’ meeting held on 29 July 2019
The ratification of all acts and resolutions of the Board of Directors and all the acts of management
taken or adopted in 2019 will be sought from the stockholders during the meeting. A brief
summary of these resolutions and actions are set forth in the Information Statement and the
President’s Report and the Annual Report for 2019. Copies of the minutes of meetings of the
Board of Directors are available for inspection by any stockholder at the principal office of the
Company during business hours.
The ratification of the acts and resolutions of the Board and management will also serve as an
avenue for the stockholders to better understand how the Board manages the business and
operations of the Company. The ratification will also serve as confirmation by the stockholders
that they approve of the manner by which the Board and management of the Company have
been running its business and affairs.
6. Election of the Directors (including the Independent Directors) of the Company for the
ensuing fiscal year
The Corporate Secretary will present the names of the persons who have qualified and have
been duly nominated for election as directors and independent directors of the Company
consistent with the Company’s By-Laws and Manual on Corporate Governance and other
applicable laws and regulations.
The election of the members of the Board of Directors allows the stockholders to directly
participate in the selection of the individuals who will serve in the Board which exercises the
corporate powers of the Company.
The procedure for voting by remote communication, in absentia or by proxy, including cumulative
voting, is provided in this Information Statement.
7. Approval to delegate the appointment of the external auditor of the Company for 2020 to
the Board of Directors
The approval of the stockholders of the company is being sought for the delegation of the
appointment of the external auditor of the Company to the Board of Directors.
8. Other business that may properly be brought before the meeting.

5
Stockholders may be requested to consider such other issues/matters as may be raised
throughout the course of the meeting.
9. Adjournment.
After all business has been considered and resolved, the Chairman shall declare the meeting
adjourned.
Stockholders who will not, are unable or do not expect to attend the meeting in person but would like to
be represented thereat may choose to execute and send a duly accomplished proxy to the Office of the
Corporate Secretary (Atty. Cristina S. Palma Gil-Fernandez) at Picazo Buyco Tan Fider & Santos Law
Office, Penthouse, Liberty Center, 104 H.V. Dela Costa Street, Salcedo Village, Makati City, on or
before 4 September 2020. A sample proxy form is provided below. Stockholders may likewise email a
copy of the accomplished proxy form to cpalmagil@picazolaw.com.
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PROXY
The undersigned stockholder of 8990 HOLDINGS, INC. (the “Company”) hereby appoints the Chairman
of the meeting, as attorney-in-fact or proxy, with power of substitution, to represent and vote
______________ shares registered in his/her/its name as proxy of the undersigned stockholder, at the
Annual Stockholders’ Meeting of the Company to be held on 14 September 2020, Monday, 2:00 p.m.,
to be conducted online, and at any of the adjournments thereof for the purpose of acting on the following
matters:
1. Approval of the Minutes of the Annual Stockholders’ Meeting held on 29 July 2019.
❑ For ❑ Against ❑ Abstain
2. Notation of the President’s Report and Approval of the 2019 Audited Financial Statements
3. Ratification of all acts of the Board of Directors and Management since the last Annual
Stockholders’ Meeting held on 29 July 2019
4. Ratification of Acts of the Board of Directors and Management

5. Election of Directors for the ensuing year (Please indicate number of votes)
FOR AGAINST ABSTAIN

1. Mariano D. Martinez, Jr.
2. Alexander Ace Sotto
3. Luis N. Yu, Jr.
4. Richard L. Haosen
5. Raul Fortunato R. Rocha
6. Ian Norman E. Dato
7. Lowelly L. Yu
8. Manuel S. Delfin, Jr.
9. Dominic J. Picone
10. Manuel C. Crisostomo (ID)
11. Arlene C. Keh (ID)
12. Han Jun Siew
13. Roan Buenaventura-Torregaza
6. Appointment of External Auditors

7. Other Matters
Printed Name of the Signature of Stockholder/ Date

Stockholder Authorized Signatory
WE ARE NOT ASKING OR SOLICITING YOU FOR A PROXY.
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Instructions
This proxy should be received by the Corporate Secretary on or before 7 September 2020, the deadline
for submission of proxies.
This proxy, when properly executed, will be voted in the manner as directed herein by the
stockholder(s). If no direction is made, this proxy will be voted for the election of all nominees and for
the approval of the matters stated above and for such other matters as may properly come before the
meeting in the manner described in the Information Statement.
A stockholder giving a proxy has the power to revoke it at any time before the right granted is exercised.
A proxy will also considered revoked if the stockholder attends the meeting in person and expresses
his intention to vote in person.
Notarization of this proxy is not required.
WE ARE NOT ASKING YOU FOR A PROXY.
YOU ARE NOT BEING REQUESTED TO SEND US A PROXY.
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A. GENERAL INFORMATION
Item 1. Date, time and place of meeting of security holders.
The Annual Meeting of the stockholders of 8990 HOLDINGS, INC. (the “Company”) will be held on
14 September 2020, Monday, 2:00 p.m., to be conducted via remote communication.
The mailing address of the Company is at the 11th Floor, Liberty Center, 104 HV Dela Costa Street,
Salcedo Village, Makati City.
This Information Statement will be first sent or given to security holders (by posting on PSE Edge and
the Company’s website) on or around 20 August 2020.
Item 2. Dissenters’ Right of Appraisal
Under Sections 41 and 80 of the Revised Corporation Code, the following are the instances when a
stockholder may exercise his appraisal right:
1. In case an amendment to the articles of incorporation has the effect of changing or restricting
the rights of any stockholder or class of shares, or of authorizing preferences in any respect
superior to those of outstanding shares of any class, or of extending or shortening the term of
corporate existence;
2. In case of sale, lease, exchange, transfer, mortgage, pledge or other disposition of all or
substantially all of the corporate property and assets as provided in this Code;
3. In case of merger or consolidation; and
4. In case of investment of corporate funds for any purpose other than the primary purpose of the
corporation.
In order that a dissenting stockholder may exercise his appraisal right, such dissenting stockholder must
have voted against the proposed corporate action at the annual meeting. Within thirty (30) days after
the date of the annual meeting at which meeting such stockholder voted against the corporate action,
the dissenting stockholder shall make a written demand on the Company for the fair value of his shares
which shall be agreed upon by the dissenting stockholder and the Company. If the proposed corporate
action is implemented, the Company shall pay the dissenting stockholder upon surrendering the
certificates of stock representing his shares, the fair value of said shares on the day prior to the date on
which the vote was taken, excluding any appreciation or depreciation in anticipation of such corporate
action. If the dissenting stockholder and the Company cannot agree on the fair value of the shares
within sixty (60) days from the date of stockholders’ approval of the corporate action, then the
determination of the fair value of the shares shall be determined by three (3) disinterested persons, one
(1) of whom shall be named by the dissenting stockholder, one (1) by the Company and a third to be
named by the two (2) already chosen. The findings of the majority of the appraisers shall be final and
their award shall be paid by the Company within thirty (30) days after such award is made. The
procedure to be followed in exercising the appraisal right shall be in accordance with Sections 80 to 85
of the Revised Corporation Code.
Item 3. Interest of Certain Persons in or Opposition to Matters to be Acted Upon
None of the officers or directors or any of their associates has any substantial interest, direct or indirect,
in any of the matters to be acted upon in the stockholders’ meeting.None of the directors of the Company
has informed the Company that he intends to oppose any action to be taken by the Company at the
stockholders’ meeting.
9
B. CONTROL AND COMPENSATION INFORMATION
Item 4. Voting Securities and Principal Holders Thereof
As of 30 June 2020, the Company’s total outstanding shares entitled to vote consist of 5,391,399,020
common shares, with each share entitled to one (1) vote. As of 30 June 2020, a total of 959,196,978
common shares or 17.79% of the outstanding capital stock of the Company are owned by foreigners.
The record date for the purpose of determining the stockholders entitled to vote is 17 August 2020.
Stockholders entitled to vote are also entitled to cumulative voting in the election of directors. Section
23 of the Revised Corporation Code provides, in part, that: “….in stock corporations, stockholders
entitled to vote shall have the right to vote the number of shares of stock standing in their own names
in the stock books of the corporation at the time fixed in the bylaws or where the bylaws are silent, at
the time of the election. The said stockholder may: (a) vote such number of shares for as many persons
as there are directors to be elected; (b) cumulate said shares and give one (1) candidate as many votes
as the number of directors to be elected multiplied by the number of the shares owned; or (c) distribute
them on the same principle among as many candidates as may be seen fit…”….”
For this year’s meeting, the Board of Directors had adopted a resolution to allow stockholders entitled
to notice of, and to attend the meeting, to exercise their right to vote in absentia.
The following are the list of the top twenty (20) stockholders of the Company as of 30 June 2020:
Rank Name of stockholder Nature of Number of Percentage

shares shares
1 Iholdings, Inc. Commo 2,334,828,447* 43.31%
n
2 Kwantlen Development Corporation Commo 1,079,621,378** 20.02%
n
3 PCD Nominee Corporation (Non-Filipino) Commo 959,196,777 17.79%
n
4 PCD Nominee Corporation (Filipino) Commo 546,152,432*** 10.13%
n
5 Luis N. Yu, Jr. Commo 258,099,322 4.79%
n
6 Mariano D. Martinez, Jr. Commo 168,916,767 3.13%
n
7 Unido Capital Holdings Inc. Commo 160,549,600 2.98%
n
8 Willibaldo Maria J. Uy or Hilda J. Uy Commo 8,000,000 0.15%
n
9 Maria Linda B. Martinez Commo 2,000,000 0.04%
n
10 Antholin T. Muntuerto Commo 300,000 0.01%
n
11 Mark Werner J. Rosal Commo 200,000 Nil
n
12 Nicolas C. Divinagracia Commo 100,000 Nil
n
13 Ma. Christmas Reniva Nolasco Commo 11,500 Nil
n
14 Ian Norman E. Dato Commo 5,001 Nil
n
10
15 David Limqueco Kho Commo 5,000 Nil
n
16 Hector A. Sanvictores Commo 2,000 Nil
n
17 Stephen G. Soliven Commo 1,500 Nil
n
18 Jesus San Luis Velencia Commo 300 Nil
n
19 Han Jun Siew Commo 100 Nil
n
20 Shareholders’ Association of the Commo 100 Nil
Philippines, Inc. n
TOTAL ISSUED AND OUTSTANDING 5,391,398,524 99.99%
* Including 151,746,340 shares lodged with the PCD.
** Including 153,296,360 shares lodged with the PCD.
***Excluding 126,591,700 treasury shares, the 151,746,340 shares beneficially owned by iHoldings, Inc. and the
153,296,360 shares beneficially owned by Kwantlen Development Corporation.
Security Ownership of Record and Beneficial Owners of at least 5% of the Company’s Securities
as of the Record Date
The following are the owners of record of more than five percent (5%) of the Company’s outstanding
shares of stock, the number of shares owned and percentage of shareholdings of each of them, as of
30 June 2020:
Type of Name and Name of Citizenship Number of Percentage

Class address of beneficial shares held
record owner and
owner and relationship
relationshi with record
p with owner (Direct)
issuer
Common Iholdings, Record owner is Filipino 2,183,082,107 – 43.31%
Inc. beneficial owner Direct
Unit 605 Lowell L. Yu. is 151,746,340 –

Ayala FGU expected to vote Indirect (Lodged
Center, the shares of with PCD)
Cebu Iholdings, Inc.
Business 2,334,828,447 -
Park, Cebu Total
City
Stockholder
Common PCD Pasir Salak Foreign 959,196,777 17.79%

Nominee Investments (Various)
Corporation Limited, a
(Non- Malaysian
Filipino)1 company,
1PCD Nominee Corporation is the registered owner of shares beneficially owned by participants in the Philippine
Central Depositary, Inc. (PCD), a private company organized to implement an automated book entry system of
handling securities transactions in the Philippines. Under the PCD procedures, when an issuer of a PCD-eligible
issue will hold a stockholders’ meeting, the PCD shall execute a pro-forma proxy in favor of its participants for the
total number of shares in their respective principal securities account as well as for the total number of shares in
their client securities account. For the shares held in the principal securities account, the participant concerned is
11
37/F, Tower beneficially owns
1, 475,000 or 8.6%
Enterprise of the
Building, outstanding
6766 Ayala capital stock of
Avenue, the Company.
Makati City Han Jun Siew is
expected to vote
the shares of
Stockholder Pasir Salak
Investments
Limited.
TPG Rafter
Holdings, Ltd., a
Cayman Islands
company,
beneficially owns
475,000 or 8.6%
of the
outstanding
capital stock of
the Company.
Ronald Cami or
Dominic Picone
is expected to
vote the shares
of TPG Rafter
Holdings, Ltd.
Common Kwantlen Record owner is Filipino 926,325,018 – 20.02%

Developme beneficial owner Direct
nt
Corporation Mariano D. 153,296,360 –
Martinez, Jr. is Indirect (Lodged
Unit 605 expected to vote with PCD)
Ayala FGU the shares of
Center, Kwantlen 1,079,621,378 -
Cebu Development Total
Business Corporation
Park, Cebu
City
Stockholder
Common PCD Various Filipino 546,152,432* 10.13%

Nominee
Corporation
(Filipino)
37/F, Tower
1,
Enterprise
appointed as proxy with full voting rights and powers as registered owner of such shares. For the shares held in
the client securities account, the participant concerned is appointed as proxy, with the obligation to constitute a
sub-proxy in favor of its clients with full voting and other rights for the number of shares beneficially owned by such
clients.
12
Building,
6766 Ayala
Avenue,
Makati City
Stockholder
* Excluding the 151,746,340 shares beneficially owned by iHoldings, Inc. and the 153,296,360 shares
beneficially owned by Kwantlen Development Corporation.
Other than the abovementioned, the Company has no knowledge of any person who, as of the record
date, was directly or indirectly the beneficial owner of, or who has voting power or investment power
(pursuant to a voting trust or other similar agreement) with respect to, shares comprising more than five
percent (5%) of the Company’s outstanding common shares of stock.
Security Ownership of Management as of the Record Date
The following are the number of common shares of stock owned of record and beneficially by the
directors and corporate officers of the Company, and the percentage of shareholdings of each, as of 30
June 2020:
Type of Name and address of owner Number Citizenship Percentage

Class and nature of
ownership
Common Mariano D. Martinez, Jr. 168,916,767 Filipino 3.13%
Unit 605 Ayala FGU Center, Cebu shares (Direct)
Business Park, Cebu City 1,979,200 shares
(Indirect)*
Common Luis N. Yu, Jr. 258,099,322 Filipino 4.79%

Unit 605 Ayala FGU Center, Cebu (Direct)
Business Park, Cebu City
Common Willibaldo J. Uy** 8,000,000 shares Filipino 0.15%

Phinma Properties Center. 29 EDSA , (Direct)
Mandaluyong
Common Manuel C. Crisostomo 1 share (Direct) Filipino 0.00%

#37 J. Serina St., Carmen
Cagayan de Oro City
Common Arlene C. Keh 1 share (Direct) Filipino 0.00%

12th Floor Equitable Tower, Paseo de
Roxas Street, Makati City
Common Lowell L. Yu 1 share (Direct) Filipino 0.00%

Unit 605 Ayala FGU Center, Cebu
Business Park, Cebu City
Common Manuel S. Delfin, Jr. 1 share (Direct) Filipino 0.00%

32 Cabildo Jr. Urdaneta Villa, Makati City
Common Richard L. Haosen 1 share (Direct) Filipino 0.00%

FBS Compound, Maguikay Mandaue City 40,000 (Indirect –
Lodged with PCD)
13
Common Ian Norman E. Dato 5,001 shares Filipino 0.00%
3103A East Tower, Philippine Stock (Direct)
Exchange Centre, Exchange Road,
Ortigas Center, Pasig City
Common Raul Fortunato R. Rocha 101 shares Filipino 0.00%

c/o 8990 Holdings, Inc. (Direct)
11th Floor, Liberty Center, 500,000 shares
104 H.V. dela Costa St., Salcedo Village, (Indirect – Lodged
Makati City, Metro Manila with PCD)
Common Dominic J. Picone 1 share (Direct) American 0.00%

TPG Capital (S) Pte Ltd, #15-01 UOB 99 shares
Plaza 1 | 80 Raffles Place | Singapore (Indirect – Lodged
048624 with PCD)
Common Han Jun Siew 100 shares Malaysian 0.00%

No. 189 Persuaran Perupuk Sierramas, (Direct)
Sungal Buloh, 47000, Selangor, Malaysia
Common Alexander Ace Sotto 100 shares Filipino 0.00%

c/o 8990 Holdings, Inc. (Direct)
11th Floor, Liberty Center,
104 H.V. dela Costa St., Salcedo Village,
Makati City, Metro Manila
Common Roan Buenaventura-Torregoza 1,500 (Direct) Filipino 0.00%

c/o 8990 Holdings, Inc.
NA Cristina S. Palma Gil-Fernandez 0 Filipino 0.00%

c/o Picazo Buyco Tan Fider & Santos
Law Office
Penthouse, Liberty Center
104 H.V. dela Costa St., Salcedo Village
NA Maureen O. Lizarondo-Medina 0 Filipino 0.00%

c/o Picazo Buyco Tan Fider & Santos
Law Office
Penthouse, Liberty Center
104 H.V. dela Costa St., Salcedo Village
NA Teresa C. Secuya 0 Filipino 0.00%

2nd Floor PGMC Bldg,
76 Calbayog cor. Libertad St.,
Mandaluyong City, Metro Manila
N/A Patricia Victoria G. Ilagan 0 Filipino 0.00%

c/o 8990 Holdings, Inc.
14
* shares owned by Ms. Maria Linda B. Martinez, the spouse of Mr. Mariano D. Martinez, Jr.
** Passed away on 15 October 2019.
As of 30 June 2020, the foreign ownership level of 8990 Holdings, Inc. is as follows:
Security Stock Number of Number of Number of Foreign

Type Symbol Foreign- Local-Owned Outstanding Ownership
(PSE) Owned Shares Shares Voting Shares (in%)
Common HOUSE 959,196,978 4,432,202,042 5,391,399,020 17.79
(voting)
Preferred 8990P 684,850 49,315,150 50,000,000 1.37%
(non-voting)
Changes in Control
The Company is not aware of any voting trust agreements or any other similar agreements which may
result in a change in control of the Company.
Item 5. Directors and Executive Officers
Term of Office
Directors shall hold office for a period of one (1) year until their successors shall have been elected and
qualified during the succeeding annual meeting of the stockholders, except in case of death,
resignation, disqualification or removal from office. The term of office of the officers is coterminous with
that of the Directors that elected or appointed them unless such officers are sooner removed for cause.
Background Information
Directors
The following are the names, ages, citizenship and periods of service of the directors/independent
directors of the Company who have been nominated for election at the Annual Meeting:
Name Age Citizenship Period during which

individual has served as
such
Mariano D. Martinez, Jr. 66 Filipino July 2012 to present
Luis N. Yu, Jr. 64 Filipino July 2012 to present
Manuel C. Crisostomo** 66 Filipino February 2016 to present
Arlene C. Keh** 57 Filipino August 2012 to present
Manuel S. Delfin 59 Filipino July 2014 to present
Lowell L. Yu 43 Filipino July 2014 to present
Raul Fortunato R. Rocha 67 Filipino July 2014 to present
Richard L. Haosen 57 Filipino July 2014 to present
Ian Norman E. Dato 39 Filipino July 2014 to present
Dominic J. Picone 42 American July 2014 to present
Alexander Ace Sotto 39 Filipino March 2018 to present
Han Jun Siew 39 Malaysian July 2018 to present
Roan Buenaventura-Torregoza 34 Filipino N/A (Nominated)
** Independent Directors
Other than Ms. Roan Buenaventura-Torregoza, all the foregoing nominees are incumbent directors who
are being nominated for re-election.
15
Officers
The following are the names, ages, positions, citizenship and periods of service of the incumbent
officers of the Company:
Name Age Citizenship Positions Held Period during which

individual has served
as such
Mariano D. Martinez, Jr. 66 Filipino Chairman July 2012 to present
Alexander Ace Sotto* 64 Filipino Acting President / October 2019 to present
Chief Operating January 2018 to present
Officer
Richard L. Haosen 57 Filipino Treasurer and Head December 2015 to
of Treasury present
Roan Buenaventura-Torregoza 34 Filipino Chief Financial December 2015 to
Officer present
Teresa C. Secuya 58 Filipino Compliance Officer September 2012 to
present
Cristina S. Palma Gil- 52 Filipino Corporate Secretary September 2012 to
Fernandez present
Maureen O. Lizarondo-Medina 33 Filipino Assistant Corporate July 2015 to present
Secretary
Patricia Victoria G. Ilagan 44 Filipino Investor Relations April 2017 to present
Officer
* Mr. Sotto’s predecessor-in-interest, Mr. Willibaldo J. Uy, passed away on 15 October 2019. Pending the
appointment of a new president to serve the unexpired portion of Mr. Uy’s term, the Board of Directors tasked the
chief operating officer (COO), Alexander Ace Sotto, to carry out the duties of a president in an acting capacity.
Business Experience and Other Directorships
Directors
The business experience of each of the nominees for director and the officers of the Company for the
last five (5) years is as follows:
Mariano D. Martinez, Jr.
Mr. Martinez assumed chairmanship of the Company in September 2012. He is the President and CEO
of 8990 Luzon Housing Development Corp. (2008 to present), and Ceres Homes, Inc. (2002 to present).
He is also the President of Kwantlen Development Corporation (2010 to present), and Fog Horn, Inc.
(2004 to present). Mr. Martinez had previously held the position of President for Happy Well
Management & Collection Services Inc. (2008) and BP Waterworks Incorporated (1997). He is currently
a Board Advisor to the SHDA, the largest industry organization for real estate developers in the
Philippines. He held the positions of Chairman (2001-2002) and President (1999-2001) for the SHDA.
Mr. Martinez holds a Bachelor of Science in Business Management degree from De La Salle College
(1976). Mr. Martinez has more than 30 years of experience managing and heading companies engaged
in Mass Housing subdivision development.
Luis N. Yu, Jr.
Mr. Yu became a director of the Company in July 2012. Mr. Yu is the Founder and Chairman Emeritus
of the Company. Mr. Yu is also the Chairman Emeritus of IHoldings, Inc. (2012 to present). He is also
the Chairman of 8990 Cebu Housing Development Corporation, 8990 Visayas Housing Development
Corporation, 8990 Davao Housing Development Corporation, 8990 Mindanao Housing Development
Corporation, 8990 Iloilo Housing Development Corporation and 8990 Luzon Housing Development
Corporation (2009 to present), 8990 Housing Development Corporation (2006 to present), Ceres
16
Homes, Inc. (2002 to present), N&S Homes, Inc. (1998 to present), L&D Realty Holdings, Inc. (1998 to
present), and Fog Horn (1994 to present). Mr. Yu is currently the President of DECA Housing
Corporation (1995 to present). Mr. Yu holds a Master in Business Management degree from the Asian
Institute of Management. Mr. Yu has more than 30 years of experience managing and heading
companies engaged in Mass Housing subdivision development.
Manuel C. Crisostomo (Independent Director)
Mr. Crisostomo became an independent director of the Company on 29 January 2016. Mr. Crisostomo
was Senior Vice President and CEO of the Home Development Mutual Fund (HDMF) from 2001 to
2002, capping a government career spanning various positions for 25 years. He was the President and
CEO of Firm Builders Realty Development Corporation from 2005 to 2013 and served as National
President and Chairman of SHDA from 2010 to 2011. Mr. Crisostomo has a BS Industrial Engineering
degree from the University of the Philippines and passed the Career Executive Service Officer of the
Civil Service Commission.
Arlene C. Keh (Independent Director)
Ms. Keh became an independent director of the Company in August 2012. Ms. Keh holds the position
of President of CG & E Holdings Corporation, Cypress Grove Estates Corporation, and CGE South Hills
Ventures, Incorporated. She is also the Managing Director of Ceres Homes, Incorporated, Director and
Treasurer of C-S Mansions and Development Corporation and Alabang Homes Condotel, Inc. Ms. Keh
is a member of the Board of Governors of the SHDA, consultant to the Board of Directors of SM
Foundation, Incorporated, and a member of the Board of Directors/Trustees of Foundation for
Professional Training, Inc., Asian Appraisal Company, Incorporated and Amalgamated Project
Management Services, Inc. Ms. Keh holds a Masters in Business Administration from the J.L. Kellogg
Graduate School of Management, Northwestern University, Chicago Illinois, USA and the Hong Kong
University of Science and Technology, Clearway Bay, Hong Kong. She has a Bachelor of Science in
Biology degree (Summa Cum laude) from the University of the Philippines, where she also earned the
Dean’s Medal for the Highest Academic Achievement.
Manuel S. Delfin, Jr.
Dr. Delfin is currently a partner in Allied Ophthalmic Consultants. He is also a consultant and the Vice-
Chairman of the Department of Ophthalmology in Manila Doctors Hospital. He is also a consultant in
Patients First Medical Center. Apart from his medical affiliations, he is also currently serving the
following positions: (i) Corporate Secretary of UP Medical Foundation; (ii) President of Lakan Bakor
Foundation; (iii) Treasurer of Philippine Glaucoma Society; (iv) Assistant Secretary of Philippine
Glaucoma Foundation; (v) Director of Happy Wells Management & Corp.; and (vi) Director of 77
Avenida Corp. Dr. Delfin graduated with a bachelor’s degree in Zoology from the University of the
Philippines Diliman, cum laude, in 1982. He obtained his medical degree from the University of the
Philippines College of Medicine in 1986. He also obtained his residency from the same university in
1990. He obtained his fellowship in Glaucoma from California Pacific Medical Center, USA, under Dr.
Dr. Robert L. Stamper MD and Dr. Marc F. Lieberman MD.
Lowell L. Yu
Mr. Yu is currently the President of iHoldings Inc. He also holds chairmanship positions at 77 Living
Spaces, Inc, Grand Majestic Convention City Corp., 101 Restaurant City, Inc., iKitchen Inc., MyMarket,
Inc. and Govago, Inc. He is also a founding partner of Dato and Yu Law offices. He previously worked
as an AVP of Business Development of Earth+Style/Quantuvis Resources. Atty. Yu holds a Masters
degree in Management from the Asian Institute of Management and a Bachelor of Laws from Siliman
University.
Raul Fortunato R. Rocha
Mr. Rocha was born in Tabaco Albay on August 28, 1953. A banker for fourteen years and a
17
businessman with businesses that include real estate development and leasing. He is currently the
president of LYRR Realty Development Corporation and Naga Queenstown Realty and Development
Inc. He is also the Chairman of the Board of Directors of Tabaco Port Cargo Corp. He graduated from
Divine Word College Legazpi City in 1976 with a degree of BSC Major in Management. He is a member
of various organizations like Rotary Club of Naga East, Metro Naga Chamber of Commerce and
Industry and Kapisanan ng mga Broadcaster ng Pilipinas (KBP).
Richard L. Haosen
Mr. Haosen is also currently serving as the Head of Treasury of the Company. Prior to his current
positions, he served as the Chief Financial Officer of the Company and the General Manager of the
Treasury for 8990 Housing. Before joining the Company in 2010, he served as the Vice
President/Division Head of the Business Lending Division – Cebu and the Business Lending Group –
Visayas/Mindanao of Metropolitan Bank and Trust Company (MBTC) from 2006 to 2010. He also served
as Unit Head of MBTC Cebu Account Management Unit from 2005 to 2006, and as Account Officer of
MBTC Cebu Downtown Center Branch from 1994 to 2005. Mr. Haosen obtained his license as a
Certified Public Accountant in 1982. He also has a degree in B.S. Commerce, major in Accounting from
the Ateneo de Davao University (1982).
Ian Norman E. Dato
Mr. Dato is the Managing Partner of Dato Inciong & Associates. He is also an incumbent director of
IKitchen, Inc. and MyMarket, Inc. and an incoming one (pending approval by the Monetary Board) of
First Naga Rural Bank, Inc. He is Corporate Secretary to 27 corporations. His experience in private law
practice includes Ponce Enrile Reyes & Manalastas Law Offices (2012) and Kalaw Sy Vida Selva &
Campos (2005-2006). He was in government service between 2003 and 2010 in various capacities,
such as: Undersecretary of Justice (2010), Undersecretary of Political Affairs (2008-2010), Assistant
Secretary of Political Affairs (2007-2008), and Director in the Presidential Legislative Liaison Office in
the Office of the President of the Philippines (2003-2005). He has a Master of Laws degree from
University College of London where he graduated with merit in 2011. He obtained his Juris Doctor from
the Ateneo de Manila University School of Law and a degree in Political Science from the University of
the Philippines Diliman. He is a member of the UCL Alumni Association, International Visitors
Leadership Program Alumni of the U.S. Department of State, and Chevening Alumni of the Foreign &
Commonwealth Office of the United Kingdom.
Dominic J. Picone
Mr. Picone is a Principal and Head of Asia Financial Services (ex. India) at TPG Capital, based in
Singapore. In addition to 8990, he has been involved with current and past TPG portfolio companies
including BFI Finance, Masan Group, Fairmont Raffles Hotels, Bank BTPN, United Test & Assembly
Center (UTAC), and CIMB. He is an alternate board member of UTAC Holdings, and serves on the
audit, risk, and compensation committees of BFI Finance. Prior to joining TPG in 2005, Mr. Picone
worked in the Investment Banking Division of Credit Suisse First Boston in Melbourne, primarily focused
on mergers and acquisitions in Australia and New Zealand. A native of Australia, he received a
Bachelor of Commerce (Honours – Finance) and a Bachelor of Laws from the University of Melbourne.
Alexander Ace Sotto
Mr. Sotto has been with 8990 Holdings Inc for the past 13 years since he joined the company in 2004.
Prior to his appointment as Chief Operations Officer he was the General Manager for Construction of
the Company. He also holds the positions of Governor of the Subdivision and Housing Developers
Association (SHDA) for Visayas and Advisor for the Subdivision and Housing Developers Association
(SHDA) in Central Visayas. He holds a Bachelor of Science degree in Civil Engineering from the
University of San Carlos Technological Center, Talamban, Cebu City in 2002.
18
Mr. Sotto’s predecessor-in-interest, Mr. Willibaldo J. Uy, passed away on 15 October 2019. Pending
the appointment of a new president to serve the unexpired portion of Mr. Uy’s term, the Board of
Directors tasked Mr. Sotto to carry out the duties of a president in an acting capacity.
Han Jun Siew
Mr. Han Jun Siew is currently a Senior Vice President in the Investments division of Khazanah Nasional
Berhad, supporting the Financial Institutions Group sector and Philippines coverage. Within Khazanah,
Jun Siew has worked on a wide range of investment projects, particularly in banking, insurance and
reinsurance investments. He joined Khazanah in 2012 with about six (6) years of working experience
in banking, corporate financial and strategy consulting in Malaysia and the region. Jun Siew started his
career in a corporate strategy development role within a Malaysian banking institution. He then
progressed further into corporate finance and strategy consulting in PwC, providing advisory services
in relation to valuation, specialized financial advisory, restructuring, business planning and market entry
for clients in the banking, insurance, construction, plantation and telecommunication sectors within the
ASEAN region. He holds a Bachelor of Business and Commerce (Economics, Banking and Finance)
from Monash University, Australia.
Roan Buenaventura-Torregoza
Ms. Roan Buenaventura-Torregoza, is the Chief Financial Officer of the Company. She assumed the
position of Acting Chief Financial Officer of the Company on 4 December 2015. Prior to her current
position, she served as Deputy Chief Financial Officer, Assistant General Manager for Audit, and
Management Services Manager for 8990 Holdings, Inc. Before joining the Company in 2014, she served
as Account Officer of Wholesale Finance Department of BPI Family Savings Bank, Inc. from 2008 to
2012. Ms. Buenaventura-Torregoza finished her Master in Business Administration Concentration in
Finance from Asian Institute of Management as W. Sycip Graduate School of Business Scholar in
December 2013. She also has a degree in B.S. Business Administration from the University of the
Philippines-Diliman (2007).
The Company has complied with the guidelines on the nomination and election of independent directors
set forth in Rule 38 of the Amended Implementing Rules and Regulations of the Securities Regulation
Code, which was adopted in the By-Laws of the Company as amended on 9 June 2010. The two (2)
independent directors, Mr. Manuel C. Crisostomo and Ms. Arlene C. Keh, were nominated by a
registered shareholder of the Company who is not a director, officer or substantial shareholder of the
Company and is not related to either of the nominated independent directors. Mr. Manuel C. Crisostomo
and Ms. Arlene C. Keh have duly accepted their nominations.
The qualifications of all nominated directors including the nominated independent directors, have been
pre-screened in accordance with the rules of the Company. Only the nominees whose names appear
on the Final List of Candidates are eligible for election as directors (independent or otherwise). No other
nominations were entertained after the preparation of the Final List of Candidates and no further
nominations shall be entertained or allowed during the annual stockholders’ meeting. The list is made
available to the Securities and Exchange Commission and to all the stockholder through the filing and
distribution of the Information Statement. The name of the person or group of persons who
recommended the nomination of the independent directors is identified in the Information Statement
including any relationship with the nominee.
Officers
The business experience of each of the officers and executives of the Company for the last five (5)
years is as follows:

(See business description above)
19
Alexander Ace Sotto
Teresa C. Secuya
Ms. Secuya assumed the position of Compliance Officer of the Company in September 2012. Ms.
Secuya is also currently the Executive Assistant to the Chairman of 8990 Luzon Housing Development
Corp. Prior to her current positions, she served as the Executive Secretary of the President of Ceres
Homes, Inc. (February 2006 to December 2009), Executive Assistant of the Chairman of Urban Basic
Housing Corporation (May 1999 to January 2003), Executive Assistant for Admin Affairs of Newpointe
Realty & Development Corp. (June to July 1996), Marketing Assistant of HlC Construction &
Development Corp. (March to May 1996), and Proprietor of Jobs Drugs and Gifts (November 1991 to
March 1996). She obtained her Bachelor of Arts degree, major in Communication Arts from the Ateneo
de Davao University in 1982.
Cristina S. Palma Gil-Fernandez
Atty. Palma Gil-Fernandez assumed the position of Corporate Secretary of the Company in September
2012. Atty. Palma Gil-Fernandez graduated with a Bachelor of Arts degree, Major in History (Honors)
from the University of San Francisco in 1989, and with a Juris Doctor degree, second honors, from the
Ateneo de Manila University in 1995. She is currently a Partner at Picazo Buyco Tan Fider & Santos
Law Offices and has 25 years of experience in corporate and commercial law, with emphasis on the
practice areas of banking, securities and capital markets (equity and debt), corporate reorganizations
and restructurings and real estate. She currently serves as a Corporate Secretary of several large
Philippine corporations, including three (3) other publicly-listed Philippine corporations, as Assistant
Corporate Secretary to one of the largest publicly-listed infrastructure companies in the Philippines.
Maureen O. Lizarondo-Medina
Atty. Maureen Christine O. Lizarondo-Medina assumed the position of Assistant Corporate Secretary
of the Company in July 2015. She graduated cum laude with a degree in Bachelor of Arts, Major in
Political Science, from the University of the Philippines in 2007 and with a Juris Doctor degree, second
honors, from the Ateneo de Manila University in 2011. She is currently a Partner at Picazo Buyco Tan
Fider & Santos Law Offices.
Patricia Victoria G. Ilagan
Prior to joining the Company, Ms. Ilagan worked as an equities analyst at Philippine Equity Partners (a
local research partner of Bank of America Merrill Lynch) from 2015 to 2017. She has a Master’s Degree
in Business Administration from Esade Business School and a Bachelor’s Degree in Management from
the Ateneo de Manila University. Her previous roles also include working as Senior Research Associate
at Macquarie Capital Securities Philippines from 2010 to 2012 and Senior Manager for Financial
Planning and Analysis at Bloomberry Resorts and Hotels, Inc. from 2012 to 2015.
Apart from the directors and officers of the Company as enumerated above, the Company has no other
significant employee. Except for Mr. Lowell L. Yu who is the son of Mr. Luis N. Yu, Jr., none of the
aforementioned Directors or Executive Officers or persons nominated or chosen by the Company to
become Directors or Executive Officers is related to the others by consanguinity or affinity within the
fourth civil degree.
No Director has resigned or declined to stand for re-election to the Board of Directors since the date of
the last annual stockholders’ meeting due to disagreement with the Company on any matter relating to
the Company’s operations, policies or practices.
20
The Company is not aware of: (i) any bankruptcy petition filed by or against any business of which such
person was a general partner or executive officer either at the time of the bankruptcy or within two (2)
years prior to that time; (ii) any conviction by final judgment, including the nature of the offense, in a
criminal proceeding, domestic or foreign, or being subject to a pending criminal proceeding, domestic
or foreign, excluding traffic violations and other minor offenses; (iii) any of the directors and executive
officers being subject to any order, judgment, or decree, not subsequently reversed, suspended or
vacated, of any court of competent jurisdiction, domestic or foreign, permanently or temporarily
enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities,
commodities or banking activities; and (iv) any of the directors and executive officers being found by a
domestic or foreign court of competent jurisdiction (in a civil action), the Commission or comparable
foreign body, or a domestic or foreign Exchange or other organized trading market or self-regulatory
organization, to have violated a securities or commodities law or regulation, and the judgment has not
been reversed, suspended, or vacated, occurring during the past five (5) years up to the latest date that
are material to an evaluation of the ability or integrity of any director, any nominee for election as
director, executive officer, underwriter or control person of the Company.
Except as described below and other than those disclosed in the Company’s Annual Report for 2019,
and the Financial Statements as of 31 December 2019, the Company has not had any transaction
during the last two (2) years in which any Director or Executive Officer or any of their immediate family
members had a direct or indirect interest.
For more discussion on Related Party Transactions, please see Note 27 of the Financial Statements
as of 31 December 2019.
The members of the various committees of the Board of Directors are as follows:
Executive Committee
Mariano D. Martinez, Jr. - Chairman

Willibaldo J. Uy (+) - Member
Luis N. Yu, Jr. - Member
Richard L. Haosen - Member
Audit and Risk Management Committee
Arlene C. Keh - Chairman (Independent Director)

Mariano D. Martinez, Jr. - Member
Luis N. Yu, Jr. - Member
Dominic J. Picone - Member
Han Jun Siew - Member
Nominations and Compensation Committee
Manuel C. Crisostomo - Chairman (Independent Director)

Dominic J. Picone - Member
Corporate Governance Committee
Manuel C. Crisostomo - Chairman (Independent Director)

Han Jun Siew - Member
Except as disclosed in Item 6 below, none of the aforementioned Directors and Executive Officers is
covered by a special compensatory plan or arrangement, nor do any of them hold any outstanding
warrants or options in respect of the Company or its shares.
21
Certifications of Independent Directors are attached hereto as Annexes “A” and “A-1”.
The Chairman’s Certificate attesting to the fact that none of the directors and officers of the Company
holds any position in any capacity in any government agency or instrumentality is hereto attached as
Annex “B”.
Item 6. Compensation of Directors and Executive Officers
The following are the Company’s President and four most highly compensated executive officers for
the year ended 31 December 2019:
Name Position
Willibaldo J. Uy* President and CEO
Alexander Ace Sotto Acting President/ Chief Operating
Officer
Roan Buenaventura-Torregoza Chief Financial Officer
Richard L. Haosen Treasurer and Head of Treasury
Anthony Vincent S. Sotto General Manager – Operations
*Passed away on 15 October 2019.
The following table identifies and summarizes the aggregate compensation of the Company’s President
and CEO and the four highly most compensated executive officers of the Company in 2018, 2017, and
2016.
Name Year Total2

President and the four most highly 2020 Php26,000,000.00
compensated executive officers (Est.)
named above 2019 Php26,921,467.00
2018 Php26,264,846.00
2017 Php25,014,139.00
Aggregate compensation paid to all 2020 Php35,000,000.00

other officers as a group unnamed (Est.)
2019 Php35,117,797.00
2018 Php34,094,949.00
2017 Php32.471,380.00
The Company’s By-Laws provide that, by resolution of the Board, each director shall receive a
reasonable per diem allowance for his attendance at each meeting of the Board. Also provided therein
is the compensation of directors which shall not be more than 10% of the net income before income tax
of the Company during the preceding year, which shall be determined and apportioned among the
directors in such manner as the Board may deem proper, subject to the approval of the stockholders
representing at least a majority of the outstanding capital stock at a regular or special meeting.
Currently, the directors are entitled to a per diem allowance of Php10,000.00 for each attendance in the
Company’s board meetings.
The following corporate officers of the Company hold shares in the Company as of record date:
Name Position No. of shares

Mariano D. Martinez, Jr. Chairman 168,916,767 shares
(direct)
2 Includes salary, bonuses, and other income.
22
1,979,200 shares
(indirect)
Alexander Ace S. Sotto Acting President/ 100 shares (direct)
Chief Operating
Officer
Richard L. Haosen Treasurer and Head 1 share (direct)

of Treasury 40,000 shares
(indirect)
Roan Buenaventura-Torregoza Chief Financial 1,500 (direct)
Officer
Item 7. Independent Public Accountants
Punongbayan & Araullo has audited the Company’s financial statements without qualification for the
period ending 31 December 2018 and 31 December 2019. Representatives of the said firm are
expected to be present at the annual stockholders’ meeting and will have the opportunity to make a
statement if they desire to do so, and are expected to be available to respond to appropriate questions.
The partner-in-charge for the periods indicated is Mr. Christopher M. Ferareza.
From 2016 to 2019, the Company engaged Punongbayan and Araullo as the independent external
auditor. From 2012 to 2015, Sycip Gorres, Velayo & Co was the Company’s independent external
auditor.
During the Company’s three most recent fiscal years or any subsequent interim periods, there was no
instance where the Company’s public accountants resigned or indicated that they decline to stand for
re-election or were dismissed nor was there any instance where the Company had any disagreement
with its public accountants on any accounting or financial disclosure issue.
The current and previous independent auditors engaged by the Company have no shareholdings in the
Company nor any right, whether legally enforceable or not, to nominate persons or to subscribe to
securities issued by the Company. The current and previous independent auditors will/did not receive
any direct or indirect interest in the Company or in any of its securities (including options, warrants or
rights thereof).
The foregoing is in accordance with the Code of Ethics for Professional Accountants in the Philippines
set by the Board of Accountancy and approved by the Professional Regulation Commission.
Apart from audit-related services, the independent auditors of the Company have not rendered tax,
accounting, compliance, advice, planning, and other tax services for the Company within the last two
(2) fiscal years.
The 2019 audit of the Company is in compliance with paragraph (3)(b)(iv) of Securities Regulation Code
Rule 68, as amended, which provides that the external auditor should be rotated, or the handling partner
changed, every five (5) years or earlier.
Considering the difficulty in conducting audit brought by community quarantine measures imposed by
the Philippine government to mitigate the spread of CoVid-19 and the desire of the Board to review
certain policies brought about by current circumstances, the Board has proposed that it be authorized
by the stockholders to appoint the independent external auditor for fiscal year ending 31 December
2020. The delegation to the Board of the power to appoint the external auditor will grant the Company
flexibility in choosing an auditor who can ensure an accurate and transparent audit (despite the
limitations brought by the pandemic measures), , meet changes in policies (if any) and also satisfy the
health and safety requirements of the Company. In any event, the Board shall ensure that the external
auditor appointed pursuant to the authority granted by the stockholders shall be independent from the
Board’s control.
23
Item 8. Compensation Plans
The Corporation has no employee stock option at the moment.
24
C. ISSUANCE AND EXCHANGE OF SECURITIES
Item 9. Authorization or Issuance of Securities Other than for Exchange
Not applicable.
Item 10. Modification or Exchange of Securities
Not applicable.
Item 11. Financial and Other Information
a. The Management’s Discussion and Analysis or Plan of Operation is attached hereto as Annex
“C”.
b. The Audited Financial Statements of the Company as of December 31, 2019, including the
Company’s Statement of Management’s Responsibility, are attached hereto as Annex “D”.
c. The Annual Report for the year ended December 31, 2019 is attached hereto as Annex “E”
d. The SEC Form 17-Q for the results of operation and financial position of the Company as of
March 31, 2020 (the 1st quarter 17-Q Report) is likewise attached hereto as Annex “F”.
Item 12. Mergers, Consolidations, Acquisitions and Similar Matters
Not applicable.
Item 13. Acquisition or Disposition of Property
Not applicable.
Item 14. Restatement of Accounts
Not applicable.
25
D. OTHER MATTERS
Item 15. Action with Respect to Reports
The President’s Report and the Audited Financial Statements for the year ended 31 December 2019
will be submitted for approval and ratification by the stockholders.
Item 16. Matters Not Required to be Submitted
Not applicable.
Item 17. Other Proposed Actions
1. Election of the members of the Board of Directors, including the Independent Directors, for the
fiscal year 2020
2. Approval of the Minutes of the Annual Stockholders’ Meeting held on 29 July 2019 covering the
following matters: (1) Approval of the President Report and Annual Report for 2018 and the
Audited Financial Statements for the year ended 31 December 2018; (2) Ratification of all acts
and resolutions of the Board and management for 2018; (3) Election of Directors for fiscal year
2019; (4) Reclassification of 50,000,000 unissued common shares with par value of Php1.00
per share or an aggregate par value of Php50,000,000.00, to 5,000,000,000 voting preferred
shares with par value of Php0.01 per share or an aggregate par value of Php50,000,000.00,
and the corresponding amendment to the Company’s Articles of Incorporation; and (5)
Appointment of external Auditor for 2018.
3. Ratification of all acts of the Board of Directors and Management since the last annual
stockholders’ meeting held on 29 July 2019 including:
(a) all material resolutions adopted by the Board and duly reported by the Company to the
SEC and PSE through the filing of SEC Form 17-C;
(b) all other resolutions adopted by the Board in the ordinary course of business; and
(c) all other acts executed by Management in the exercise of their functions in the regular and
ordinary course of business of the Company.
Copies of the minutes of meetings of the Board of Directors are available for inspection by any
stockholder upon written request at the principal office of the Company during business hours.
4. Approval to delegate the appointment of external auditor for the ensuing fiscal year to the Board
of Directors
Item 19. Voting Procedure
Manner of Voting
In all items for approval, except in the election of directors, each share of stock entitles its registered
owner to one vote.
For the purpose of electing directors, a stockholder may vote such number of his shares for as many
persons as there are directors to be elected or he may cumulate said shares and give one candidate
as many votes as the number of directors to be elected multiplied by the number of his shares shall
equal, or he may distribute them in the same principle among as many candidates as he shall see fit.
Considering the COVID 19 pandemic and to conform with the government’s mandate to exercise social
26
distancing and to avoid mass gatherings, voting may only be done in absentia or through the submission
of a duly executed proxy.
Stockholders as or Record Date who have successfully registered their intention to participate in the
annual meeting via remote communication and to vote in absentia, duly verified and validated by the
Company shall be provided with unique log-in credentials to securely access the voting portal and
participate and watch the online meeting of the stockholders of the Company. A stockholder voting
electronically in absentia shall be deemed present for purposes of quorum.
The Corporate Secretary and stock transfer agent will be responsible for counting votes based on the
number of shares entitled to vote owned by the stockholders who are present or represented by proxies.
Voting requirements
(a) With respect to the election of directors, candidates who received the highest number of votes
shall be declared elected.
(b) With respect to the adoption of the Audited Financial Statements for the year ended 31 December
2019, as well as the approval or ratification of the other actions set forth under the heading “Other
Proposed Actions” above, the vote of majority of the outstanding capital stock entitled to vote and
represented in the meeting is required to approve such matters.
Method of counting votes
The Corporate Secretary and stock transfer agent will be responsible for counting votes based on the
number of shares entitled to vote owned by the stockholders who are present or represented by proxies
at the Annual Meeting of the stockholders.
Considering the COVID 19 pandemic and to conform with the government’s mandate to exercise social
distancing and to avoid mass gatherings, voting may only be done by remote communication, in
absentia or by proxy.
All votes received shall be tabulated by the Office of the Corporate Secretary with the assistance of the
Company’s stock transfer agent. The Corporate Secretary shall report the partial results of voting during
the meeting. The actual voting results shall be reflected in the minutes of the meeting.
The detailed instructions for participation through remote communication are set forth in Annex “A” to
the Notice of Meeting (Agenda Details and Rationale) hereof.
UPON THE WRITTEN REQUEST OF A STOCKHOLDER, THE COMPANY UNDERTAKES TO

FURNISH SAID STOCKHOLDER A COPY OF SEC FORM 17-A FREE OF CHARGE, EXCEPT FOR
EXHIBITS ATTACHED THERETO WHICH SHALL BE CHARGED AT COST. ANY WRITTEN
REQUEST FOR A COPY OF SEC FORM 17-A SHALL BE ADDRESSED AS FOLLOWS:
8990 HOLDINGS, INC.

11th Floor, Libertty Center, 104 HV Dela Costa Street
Salcedo Village, Makati City, Philippines
Attention: PATRICIA VICTORIA G. ILAGAN
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ANNEX A
ANNEX A-1
ANNEX B
ANNEX C
MANAGEMENT REPORT
A. DESCRIPTION OF BUSINESS
Business Development
8990 Holdings, Inc. (the “Company”) is a corporation duly organized and existing under and by virtue of the
laws of the Republic of the Philippines and registered with the Philippine SEC on October 28, 2008. The
Company is the top property developer in the Philippines for 2015, 2016 and 2017, in terms of take-out value
from the Home Development Mutual Fund (“HDMF”). The Company has been developing Mass Housing
Projects in high-growth areas across the Visayas, Mindanao and Luzon since 2003. In doing so, the Company
has benefited significantly from the industry experience of its principals who, prior to the establishment of the
Company’s Subsidiaries and through certain 8990 Related Companies, developed their first Mass Housing
project in 1991 in Cagayan de Oro. The Company has built a reputation of providing quality and affordable
homes to consumers in the fast-growing Philippine Mass Housing market. The Company’s DECA Homes, Urban
DECA Homes, and Urban DECA Towers brands have also gained a strong reputation in the market, resulting in
the Company garnering numerous awards such as BCI Asia Top 10 Developers in 2019, Bes Low Cost Housing
Developer (National) awarded last March 2017 by Q Asia’s Seal of Product and Quality Service, Top 10
Developers in the Philippines in 2015 & 2016 by BCI Asia, 2016 Outstanding Developer Low Rise Mass Housing
by FIABCI-Philippines, 2015 Best Mid-Cap Firm in the Philippines by Finance Asia, and 2015 Prestigious Seal
Awardee for Best Developer in Low-Cost Housing by Gawad Sulo Foundation. As of December 31, 2019, the
Company has completed Fifty-eight (58) mass housing projects, and is currently developing Nineteen (19)
more mass housing projects. Across these completed and ongoing projects, the Company has, since 2003,
delivered sixty-eight thousand eighty-five units (68,085), with approximately fifty one thousand (51,000)
additional units available for development and sale from ongoing projects. The Company also has an identified
pipeline of three (3) projects scheduled to commence in 2020 and which in total are expected to provide
approximately nine thousand eight hundred (9,800) units available for sale.
The Company believes that its industry experience has equipped it with the ability to understand the demands,
needs, preferences, means and circumstances of consumers in the Philippine mass housing market. The
Company offers an affordable pricing and payment model, and has developed its CTS in-house financing
program to cater to mass housing market Filipino consumers who do not have the accumulated savings to pay
high down payments for homes, but have sufficient recurring income to support monthly amortization
payments. Under this program, customers only pay a minimal down payment and can quickly move into their
chosen homes. The Company retains ownership of such homes until full payment is made by the customer.
The CTS in-house program is further strengthened by the Company’s strong relationship with Home
Development Mutual Fund (HDMF) otherwise known as PAG-IBIG, the primary Government agency providing
housing financial assistance to Filipinos through the long-established PAG-IBIG loan program. The Company
has structured the CTS program such that the requirements for such product generally mirror the
requirements to avail a PAG-IBIG home loan. This essentially ensures the take-up by PAG-IBIG of such loans
upon application by customers, converting receivables of the Company into cash and lessening the financing
and other risks appurtenant to potential buyer defaults.
Consistent with the Company’s thrust of providing quality and affordable housing units to its customers, the
Company also introduced a pre-cast construction process, which enables it to construct complete residences
ready for move-in much faster than under the conventional concrete cinder block method. Through this
process, the Company is able to construct townhouses and single-storey attached units in just eight (8) to ten
(10) days, with an additional five (5) days for single-storey houses with lofts. The use of this process allows the
Company to realize significant cost savings and enables it to turn over units to its customers in a fast and
efficient way.
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In addition to horizontal mass housing subdivision projects, the Company also develops medium-rise building
(“MRB”) condominium projects. The Company began development of its first MRB mass housing project in
Cebu in 2008 and has now expanded the MRB projects in Muntinlupa and in Tondo, Manila.
In 2018 and 2019, the Company recorded consolidated revenues from sales of PhP11,745.9 million and
PhP15,276.5 million, respectively, with resulting net income of PhP4,674.9 million and PhP5,578.5 million,
respectively.
Competitive Strengths
The Company considers the following to be its principal competitive strengths:
Favorable market and industry demographics of the Mass Housing sector.
The Company believes that the Mass Housing sector has shown favorable market demographics in recent
years and will continue to do so in the medium- to long-term. Consistent with steadily expanding GDP and
rising consumption and spending domestically, the Company believes that the growing Philippine workforce
is primarily comprised of young individuals with regular cash flows, which will drive continued expansion and
growth in the Philippine housing sector. According to HLURB, from 2001 to 2011, a total of 1,829,165 Mass
Housing units were built; during this same period, however, the backlog for new Mass Housing units was
approximately 3,087,520 units. In addition, according to the SHDA/CRC Report (based on data from HLURB,
HUDCC, United Nations World Population Prospects and the National Statistics Office of the Philippines), by
2030 the total housing need in the Philippines is expected to increase to approximately 6.3 million units, largely
driven by the demand for Mass Housing units at approximately 4.8 million units.
The Company believes that it is squarely positioned to capitalize on the existing housing need and growing
demand for Mass Housing in the Philippines. This is borne out by the Company’s attractive business model of
quick construction and roll-out of quality finished houses with affordable monthly amortizations. The
Company typically rolls out its horizontal housing developments in phases of up to 200 houses, with a typical
phase being completely rolled out after around two months from start of construction. While construction is
ongoing, the Company also simultaneously conducts its marketing and sales campaigns, including reservation
and processing of homebuyer applications. Given that the Company is serving a need-based market segment
within which there is significant demand for housing supply, a substantial number of units are pre-sold prior
to completion of construction. This has resulted in strong sales growth recorded by the Company in recent
years.
Leading Mass Housing developer with established track record and brands for the underserved Mass
Housing segment.
The Company is the largest Mass Housing developer in the Philippines in terms of units licensed under B.P.
220 from 2011 to 2013, according to HLURB. In 2003, the Company launched its projects under the DECA
Homes brand. As of December 31, 2019, the Company has completed 58 Mass Housing projects and is
developing another 19 Mass Housing and MRB projects. As a result of this track record, the Company has built
a reputation of providing quality and affordable homes to consumers in the fast-growing Philippine Mass
Housing market, resulting in the Company garnering numerous awards such as the BCI Asia Top 10 Developers
in 2019.
The Company believes that it is one of the few developers dedicated to serving the housing needs of the Mass
Housing segment throughout the Philippines, with most of its direct competitors being smaller regional
developers with limited geographical coverage. This has allowed the Company to build significant nationwide
brand equity for its DECA Homes and Urban DECA Homes brands across its target market and also achieve
economies of scale from its operations.
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Customer-focused product and payment scheme best suited for the Mass Housing market, coupled with
effective collection and risk management policies.
The Company believes that its industry experience has equipped it and its management with in-depth
knowledge and understanding of the needs, preferences, means and constraints of the Mass Housing segment
customer base. The Company continuously undertakes demographic analysis of its customer base, which helps
in developing products and payment schemes that are in line with the needs and lifestyles of its target
customers. The Company believes that sustainable affordability is critical in serving the Mass Housing
segment. Accordingly, the Company tailors the house area, lot area and locations of its developments to
deliver housing products where the monthly amortization payments are affordable for its target customers
when compared to monthly rental payments for comparable housing units, hence allowing a smooth transition
from home rental to ownership. Furthermore, the Company’s innovative CTS Gold financing program typically
requires a relatively small upfront payment (normally 2% of the purchase price of the unit, compared to
approximately 10% to 20% equity down payment generally required by other developers). This allow home
buyers to purchase and move into a house without material effect on their savings. Fast and efficient
processing under the CTS Gold financing program, combined with the Company's pre-cast construction
process, translates into the ability to deliver units to customers within a short time frame. This combination
of market knowledge, technical expertise and customer understanding results in a compelling proposition for
the Company’s target Mass Housing segment, which is primarily driven by end-user demand.
To complement and support the CTS financing program, the Company has developed a comprehensive
collection platform comprising policies, structures, systems, organizations and mechanisms focused on
collection efficiency and the mitigation of payment delinquency. The Company proactively approaches
customer credit management, beginning at the point prior to actual sale by conducting in-house
seminars/lectures covering key topics related to purchasing a housing unit such as documentary requirements,
payment structure and credit and legal obligations connected with the housing unit purchase. The Company
has also implemented a comprehensive credit verification process for all potential buyers looking to purchase
housing units under the in-house CTS program, which includes a rigorous and systematic documentation
approval process. In addition, the Company is able to leverage on its previous experience as collection agent
for Pag-IBIG in formulating and implementing highly effective collection processes, including discontinuing the
supply of certain utilities to the unit and/or disallowing certain privileges with respect to use of the Company’s
facilities in the developments. This has resulted in the Company recording estimated collection efficiency
rates, defined as amount collected out of current amount due, of over 93% to 94% since 2011. Moreover, the
Company believes that, in part as a result of its collection processes, of the customer accounts which become
delinquent, approximately half become active again within three months of default. For the remaining half of
the delinquencies that ultimately result in default, the Company is able to regain possession and typically resell
the property in due time.
Market innovations with respect to construction processes, which translates into efficiencies and cost-
savings.
The Company has continually invested in innovation to update its building processes and minimize wasted
materials while at the same time maintaining the quality of its products and rapid completion of housing units.
To this end, the Company has developed its own unique building system that makes use of a pre-cast
construction process, enabling the Company to construct and complete housing units and MRBs in a cost- and
time-efficient manner without compromising the quality and standards of the housing units being turned over
to its customers. The utilization of this pre-cast construction process on-site, as opposed to traditional building
methods, likewise results in significant cost reduction for the Company, particularly on labor costs. The
Company believes that these factors help it to achieve and maintain healthy profit margins. Since pre-cast is
manufactured in a controlled casting environment, it is easier to control the mix, placement, and curing;
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hence, quality can be monitored easily and wastage, typically a large cost for those still utilizing traditional
construction methods, is significantly reduced. The Company sources cement from the largest cement
manufacturers, which it then blends in-house, together with other additives in specific proportions, to create
its proprietary concrete blend. This concrete mix has a faster curing time than standard concrete mixes, which
allows for faster setting of pre-cast molds, resulting in panels that can withstand approximately four times as
much pressure per square inch than traditional cinder block structures. For instance, the recent 7.2 magnitude
earthquake, which affected Cebu and Bohol tested the structural strength and quality of the Company’s
projects in the area. The Company commissioned an independent structural engineer to inspect the units in
its affected projects and the inspection indicated that there was only minor superficial damage and that the
units remained structurally stable and fit for occupancy. Through the use of this process, the Company is able
to construct townhouses and single attached units in just eight to 10 days with an additional five days for
single-story houses with lofts.
The Company continuously improves and refines this process and has mastered its efficient implementation
in the field. This construction process is highly scalable and, as such, enables the Company’s high levels of
growth.
Strong relationships with key housing and shelter agencies.
The Company, through its Subsidiaries and Principals, has been recognized by key Government shelter
agencies with respect to its success in the industry. In particular, the Company was recognized by HLURB as
the developer with the most number of subdivision units licensed under B.P. 220 from 2011 to 2013 and was
also recognized as the top property developer in the Philippines for 2015, 2016 and 2017, in terms of take-out
value from the HDMF. In addition, the accreditation of the Company’s projects with the Board of Investment
under the Investments Priorities Plan (“IPP”) allows each accredited project to enjoy certain tax incentives.
These recognitions demonstrate that the Company has a good reputation and working relationship with key
Government agencies that are essential to any success in the Mass Housing development industry. Pag-IBIG
serves as the primary Government housing financial assistance program in the Philippines, with a statutory
mandate to provide financial assistance for the housing requirements of its members and allot not less than
70% of its available funding for deployment of housing loans to qualified buyers. The Company closely
coordinates with Pag-IBIG to increase the efficiency in Pag-IBIG’s take-up of the Company’s contracts-to-sell
under its CTS Gold in-house financing scheme. The Company has also voluntarily submitted a proposal for it
to be recognized as an authorized collection agent by Pag-IBIG for its home buyers, thus lessening the
manpower needed by Pag-IBIG to follow up and keep accounts current.
Experienced management team with extensive expertise in Mass Housing development.
The Company prides itself in having an experienced management team under the leadership of Mr. Luis Yu,
Jr. (Chairman Emeritus and Founder), Mr. Mariano Martinez, Jr. (Chairman of the Board) and Mr. Willibaldo J.
Uy (President and CEO), who each have extensive experience and in-depth knowledge of the real estate
business, particularly in the Mass Housing market, and span an aggregate of over 90 years in the industry. The
three Principals believe that they have, between them, developed over 80 subdivisions and constructed over
70,000 housing units on an aggregate of over 850 hectares in major cities such as Cagayan de Oro, Cebu City,
Davao City and Metro Manila. In addition, they have also developed, over the years, positive relationships
with key market participants, including construction companies, regulatory agencies, local Government
agencies and banks. Mr. Yu carries with him over 30 years of experience in the Mass Housing business. Mr.
Martinez has over three decades of experience in the Mass Housing industry and was once the National
President of the Subdivision and Housing Development Association (“SHDA”), the largest national organization
of subdivision and housing developers in the Philippines with over 200 members. Mr. Uy brings with him over
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two decades of experience in the development of Mass Housing projects across the country. Furthermore, he
has also been the National Chairman of the SHDA.
Key Strategies
The Company’s overall business strategy, and the key to its current and past success in the Mass Housing
industry, is to deliver with speed and quality the right products (a DECA Homes house or Urban DECA Homes
MRB unit) to its target customers, mainly comprising low to middle income earners able to afford a monthly
amortization payment of approximately ₱2,800 (the estimated amortization for a ₱450,000 loan for a
Socialized Housing unit with 6.5% annual interest rate for the first year and a 25-year amortization schedule)
to ₱17,000 (the estimated amortization for a ₱2,000,000 loan with 9% annual interest rate and a 25-year
amortization schedule) under the Company’s in-house financing program, at the right price range (the
estimated amortization for a ₱450,000 to ₱2.0 million per housing/condominium unit).
To further build on its competitive strengths and allow further expansion of its business, the Company is
looking to undertake the following:
• Increase existing coverage and expand geographically.
• Continue to support Mass Housing home ownership via innovative financing products.
• Continue to replenish land bank for development.
• Continue to diversify into new product types.
• Attain increase efficiencies in all facets of its operations and processes.
Increase existing coverage and expand geographically.
The Company intends to further grow its existing Mass Housing revenue base. To accomplish this, the
Company intends to (1) increase the number and variety of projects in the cities in which it currently has
existing developments, as well as to (2) geographically expand into new cities. For example, the Company has
brought to Metro Manila the Urban DECA Homes high-rise building concept in Tondo, Manila, and
Mandaluyong.
Continue to support Mass Housing home ownership via innovative financing products.
The Company seeks to promote increased home ownership in the Mass Housing segment in part by continuing
to develop financing products tailored to the specific needs, requirements and financial situation of Mass
Housing customers. In particular, the Company intends to seek ways to improve on and further provide
flexibility to its CTS Gold financing program, an innovative product developed using the Company’s experience
in the Mass Housing segment, which allows home buyers to move into their chosen homes after a low down
payment and provides affordable monthly amortizations.
Continue to replenish land bank for development.
The Company plans to continue to explore opportunities to replenish its land bank for future developments,
selectively acquiring parcels and properties that meet its requirements for potential projects. The Company
aims to seek out properties located in close proximity to public transportation terminals and major thorough-
fares in cities, and also seeks to locate suitable project sites near developing business centers and high growth
communities across the Philippines.
Continue to diversify into new product types.
The Company plans to supplement its subdivision and MRB offerings by launching two high-rise condominium
projects under the brand “Urban DECA Towers” in the highest density urban areas of Metro Manila. This
concept involves the construction and sale of condominium units that are half the size (i.e. approximately 13
5
sq. m.) of typical studio apartments. This project is envisioned to provide a weekday lodging for low-to-mid-
income commuters who typically have to endure two to four hours of daily travel time and spend up to ₱5,000
each month in transportation costs traveling between their inner-city places of work and their homes in the
outlying neighborhoods of Metro Manila. Key to the success of this concept is the up to ₱7,000 per month
price point that works for the Company’s low- to mid-income customers, coupled with the savings in
transportation time and costs that would accrue to the condominium buyers.
Attain increased efficiencies in all facets of its operations and processes.
The Company will seek to improve its construction efficiencies in part by adding more mechanization and by
standardizing the sizes of its building components. The Company will also seek to further improve collections
by updating its customer qualification process and improving its delinquency remedial measures. In pursuing
these items, the Company believes that it will be able to lower operating costs even further and improve its
operational efficiency.
The 8990 Group
8990 Group is comprise of the parent, which is also the holding company, 8990 Holdings, Inc. and six (6) wholly-
owned subsidiaries namely: [1] 8990 Housing Development Corporation (8990 Housing); [2] 8990 Luzon
Housing Development Corporation (8990 Luzon); [3] 8990 Mindanao Housing Development Corporation (8990
Mindanao); [4] 8990 Davao Housing Development Corporation (8990 Davao); [5] 8990 Leisure and Resorts
Corporation (8990 Leisure); and [6] Fog Horn, Inc. (Fog Horn)
8990 Holdings, Inc. was incorporated and registered with the Philippine Securities and Exchange Commission
(SEC), and was listed in Philippines Stock Exchange (PSE) on July 8, 2005 and October 20, 2010, respectively.
Subsidiaries
The following table presents certain information regarding the Company’s Subsidiaries as of December 31,
2019.
Company’s
Country of Ownership
Subsidiary incorporation Interest
8990 Housing ......................... Philippines 100%

8990 Luzon............................. Philippines 100%
8990 Mindanao ...................... Philippines 100%
8990 Davao ............................ Philippines 100%
8990 Leisure........................... Philippines 100%
Fog Horn. ............................... Philippines 100%
8990 Housing
Established in 2003, 8990 Housing is flagship subsidiary of the Company. Its primary purpose is to own, use,
improve, develop, subdivide, sell, exchange, lease and hold for investment or otherwise, real estate of all
kinds, including buildings, houses, apartments and other structures. 8990 Housing registered with the
Philippine SEC on March 20, 2003. Its principal office address is 8990 Bldg., Negros Street, Cebu Business Park,
Cebu City.
8990 Luzon
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8990 Luzon is a corporation duly organized and existing under and by virtue of the laws of the Republic of the
Philippines and registered with the Philippine SEC on October 28, 2008. 8990 Luzon engages in acquiring by
purchase, lease, donation or otherwise, and own, using, improving, developing, subdividing, selling,
mortgaging, exchanging, leasing and holding for investment or otherwise, real estate of all kinds, whether
improve, manage or otherwise dispose of buildings, houses, apartments, and other structures of whatever
kind, together with their appurtenances. The registered principal office address of 8990 Luzon is 2nd Floor
PGMC Bldg., 76 Calbayog St. corner Libertad St., Mandaluyong City.
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8990 Mindanao
8990 Mindanao is a corporation duly organized and existing under and by virtue of the laws of the Republic of
the Philippines and registered with the Philippine SEC on September 17, 2009. 8990 Mindanao primarily
engages in developing mass housing projects. Its registered principal office address is 8990 Corporation
Center, Quirino Avenue, Davao City. 8990 Mindanao owns certain parcels of land used for the Company’s
development projects.
8990 Davao
8990 Davao is a corporation duly organized and existing under and by virtue of the laws of the Republic of the
Philippines and registered with the Philippine SEC on September 17, 2009. 8990 Davao primarily engages in
the mass housing development business. Its registered principal office address is 8990 Corporation Center,
Quirino Avenue, Davao City. 8990 Davao owns certain parcels of land used for the Company’s development
projects.
8990 Leisure
8990 Leisure is a corporation duly organized and existing under and by virtue of the laws of the Republic of
the Philippines and registered with the Philippine SEC on November 24, 2009. 8990 Leisure engages in
acquiring, purchasing, holding, managing, developing and selling land with or without buildings or
improvements for such consideration and in such manner or form as the company may determine of as the
law permits, erecting, constructing, altering, managing, operating, leasing in whole or in part, buildings and
tenements of the company or other persons, engages in real estate consultation and management including
identifying, purchasing, conceptualizing, preparing master plans and layouts for land and building
developments, managing the properties of and advising clients, developing or executing plans, undertaking
project management and overseeing construction, except for management of funds, portfolios, securities and
other similar assets. 8990 Leisure owns certain parcels of land used for the Company’s development projects.
8990 Leisure’s principal office address is 2nd Floor PGMC Bldg., 76 Calbayog St. corner Libertad St.,
Mandaluyong City.
Fog Horn
Fog Horn is a corporation duly organized and existing under and by virtue of the laws of the Republic of the
Philippines and registered with the Philippine SEC on January 14, 2004. Fog Horn engages in acquiring by
kind, together with their appurtenances. Fog Horn’s registered principal office address is located at the 3rd
Floor PGMC Bldg., 76 Calbayog St. corner Libertad St., Mandaluyong City.
Bankruptcy, Receivership and Similar Proceedings
To the best of its knowledge, the Company and its subsidiaries are not subject to any bankruptcy, receivership
and/or similar proceedings.
Material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in
the ordinary course of business.
On May 15, 2012, IHoldings, Januarius, and Kwantlen purchased 79.5% of the outstanding capital stock of the
Company from certain stockholders of the Company. In compliance with the Republic Act No. 8799, also
known as the Securities Regulation Code of the Philippine (SRC) and the Implementing Rules and Regulation
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of the SRC, as amended, (IRRs), a tender offer for all other remaining shares of the Company was conducted,
the terms and conditions of which were disclosed through the Tender Offer Report dated June 19, 2012.
Following the lapse of the tender offer period on July 19, 2012, during which no stockholder tendered any
shares, a Final Tender Offer Report dated August 2, 2012 was filed with the Philippine SEC.
On May 29, 2012, prior to the closing of the sale referred to above, the Company transferred all of its assets
to IP Converge Data Services, Inc. (IPCDSI) and subsequently transferred all of its equity interest in IPCDSI to
its parent company at the time, IP Ventures, Inc. (IPVI), and consequently became a shell company.
On July 25, 2012, pursuant to the sale transaction discussed in the immediately preceding paragraph, IPVI and
IPVG Employees, Inc. (IEI) transferred a total of 136,400,000 shares of the Company to IHoldings, Januarius
and Kwantlen through the facilities of the PSE. As a result, IHoldings, Januarius and Kwantlen acquired
ownership, and control over 61.4% of the Company’s total outstanding capital stock. The remaining
40,000,000 shares of the Company acquired pursuant to the sale were transferred through the PSE
immediately upon the lapse of the lock-up period applicable to said shares.
On May 6, 2013, the Company acquired all of the outstanding shares in the Subsidiaries from their respective
shareholders under a Deed of Exchange dated May 6, 2013, as amended and supplemented on June 8, 2013
and, in exchange, agreed to issue a total of 3,968,357,534 shares from the increase of the Company’s
authorized capital stock in favor of the Subsidiaries’ majority shareholders at the time. Consequently, under a
private placement transaction and to ensure continued compliance with Philippine minimum public ownership
requirements of the PSE, the Company applied with the Philippine SEC to: [1] increase its authorized capital
stock to accommodate the foregoing issuance; [2] change the primary purpose of the Company into a financial
holding company; and [3] change its corporate name to “8990 Holdings, Inc.”. The Philippine SEC approved
the application for the foregoing on October 1, 2013.
On February 1, 2019, The Board approved the adoption by the Company of a share buyback program, with the
following terms and conditions: [a] The buyback program shall be for a period of up to eighteen (18) months
from the date of board approval (or until 1 August, 2020), unless period is otherwise shortened by the Board
of Directors; [b] The Company shall be authorized to repurchase up to Php2 Billion worth of common shares;
[c] The Share Buyback Program will not involve any active and widespread solicitation for stockholders of the
Company to sell their shares; [d] The majority/controlling shareholders of the Company (i.e. Iholdings, Inc. and
Kwantlen Development Corporation, as well as their respective controlling shareholders) will not participate
in the Share Buyback Program; [e] The Share Buyback Program will be implemented in the open market
through the trading facilities of the Philippine Stock Exchange; [f] the Company shall repurchase shares using
cash and book them as treasury shares; [g] The share buyback program will be implemented in an orderly
manner and will not (and should not) affect any of the Company’s prospective and existing projects and
investments; [h] any share buyback implemented shall take into account the need to maintain the liquidity of
the Company’s stock in the market, as well as public ownership requirements; [i] any significant development
in the Share Buyback Program will be duly disclosed to the Securities and Exchange Commission and the
Philippine Stock Exchange. The purpose for the Share Buyback Program is to enhance and improve shareholder
value and to manifest confidence in the Company’s value and prospects through the repurchase of the
common shares.
On March 15, 2019, 8990 Holdings, Inc., through its subsidiary 8990 Housing Development Corporation (“8990
HDC”), entered into a Subscription Agreement with Genvi Development Corporation (“Genvi”), for the
subscription by 8990 HDC of a total of 2,913,128 common shares out of the existing but unissued capital stock
of Genvi, at the subscription price of Two Hundred Ninety-one Million Three Hundred Twelve Thousand Eight
Hundred Pesos (Php 219,312,800.00) in cash. The Subscription Transactions is intended to be the first phase
of the Genvi Acquisition, which was completed through the subscription by 8990 HDC, resulting to 8990 HDC
to own approximately 72.83%. 8990 HDC hopes to consolidate its ownership of Genvi by acquiring the
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remaining 27.17% of the resulting issued and outstanding capital stock of Genvi following completion of
continuing discussions with the current shareholders of Genvi and confirmation of due diligence findings.
On June 30, 2019, the second phase of the Genvi Acquisition was completed through the acquisition of the
remaining 27.17% of Genvi by 8990 HDC. The second phase of the transaction was through a separate share
purchase transaction between 8990 HDC and the shareholders of Genvi. The consideration for the second
phase of the transactions was Eight Hundred Million Pesos (Php 800,00,00.00). The completion of the second
phase resulted to 8990 HDC owning 100% of the total issued and outstanding capital stock of Genvi. The
purpose of the acquisition was to allow 8990 Holdings Inc., to expand into other real estate segments, such as
high-end developments.
Business of Issuer
Business segments of the 8990 Group are as follows:

• Construction of low-cost mass housing
• Construction of medium-rise condominium units
• Construction of high-rise condominium units
• Hotel operations
Construction of low-cost mass housing
Under brand name DECA Homes, The Company’s residential subdivisions are located in Cebu, Iloilo, Davao,
Pampanga and Cavite. This is the main business segment of the 8990 Group with widest reach and highest
revenue contribution. About fifty three percent (53%) of revenues in 2017 were from low-cost mass housing
business segments. Refer to Note 21 of the 2017 Audited Consolidated Financial Statements for details.
The Company constructs three (3) types of housing unit namely:

1. Single-storey detached – a residential unit which is situated on its own or in a separate lot without
sharing any walls with another home or building
2. Single-storey attached – a single floor residential unit built in a row of four (4) or more units joined by
a common side walls
3. Townhouse – a two-storey residential unit built in a row of four (4) or more units joined by a common
side walls
Floor areas range from thirty five (35) square meters to one hundred twenty (120) square meters with
corresponding unit price range of four hundred fifty thousand pesos (PhP450,000) to one million two hundred
fifty thousand pesos (PhP1,250,000). Facilities include concrete roads, underground drainage system,
centralized water system, power system, cable and telephone lines, gated entrance with security personnel,
and perimeter fence. Amenities may include Wakeboard Park, swimming pool, basketball court,
clubhouse/multipurpose hall, church, and commercial market.
Construction of medium-rise condominium units
The Company’s medium-rise building (MRB), building with four (4) to five (5) storeys, is marketed under Urban
DECA Homes brand, and with revenue contribution of about twenty six percent (26%) in 2017. The first MRB
project, is located in Mandaue City, Cebu, the Company recently opened its first MRB in Metro Manila in Sucat,
Muntinlupa and there are other MRB projects to be launched in NCR are in the pipeline. MRB in Cavite was
also launched in 2016. Each MRB unit has a floor area of twenty five (25) square meters to thirty six (36) square
meters, with unit price between eight hundred thousand pesos (PhP800,000) to one million two hundred fifty
pesos (PhP2,000,000).
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MRB facilities are concrete roads, sidewalks with curbs and gutters, underground drainage system, centralized
water system, power system, cable and telephone lines, gated entrance with security personnel, and
perimeter fence. On-site leisure amenities may include swimming pool, basketball court,
clubhouse/multipurpose hall and/or park.
Construction of high-rise condominium units
The Company has ventured into high-rise condominium projects under the brand Urban DECA Towers in the
highest density urban areas of Metro Manila. This concept involves the construction and sale of condominium
units that are half the size (approximately 13 sq. m.) of typical studio apartments. A unit would have a
bathroom and a combination sleeping/living/dining area suited for occupancy by a single person or a couple.
Each unit would cost around ₱1,000,000, which equates to initial monthly amortization payments of around
₱8,000 under the Company’s CTS financing product (with typical 25-year term, 9.5% annual interest rate
subject to adjustment after fifth year). The lower floors of the building would contain common areas (i.e. gym,
living-room style lobby, function rooms, etc.) and commercial shopping/dining areas. The buildings are
intended be situated in dense urban neighborhoods with easy access to major transportation routes/facilities
and within easy distance of major white-collar employment centers (i.e., central business districts).
Making use of the “Micro Living” concept, Urban DECA Towers is envisioned to provide weekday
accommodation for low- to mid-income commuters who typically have a two- to four-hour daily commute and
spend up to ₱5,000 each month in transportation costs traveling between their places of work and homes in
the outlying neighborhoods of Metro Manila. Key to the success of this concept is the ₱8,000 per month or
lower amortization price point that has proven to work with the Company’s low- to mid-income customers,
coupled with the savings in transportation time and costs that would accrue to the condominium unit buyers.
Summary of Projects
The tables below summarize the status of the various new and ongoing projects the Company has under its
various Subsidiaries as of December 31, 2019:
Total
Ongoing Projects Type units Location
Low cost mass
Deca Clark Resort Residences housing 5,166 Pampanga
Low cost mass
Deca Clark Resort Residences 12 housing 213 Pampanga
Urban Deca Homes Manila HRB 13,212 Manila
Urban Deca Homes Ortigas HRB 19,046 Pasig
Urban Deca Homes Marilao MRB 3,780 Bulacan
Low cost mass
Deca Homes Marilao Extension housing 187 Bulacan
Urban Deca Homes Hampton MRB 1,988 Cavite
Urban Deca Homes Mahogany MRB 448 Cavite
Low cost mass
Deca Homes Pavia Resort Residences housing 2,122 Iloilo
Low cost mass
Deca Homes Pavia Resort Residences 2 housing 2,987 Iloilo
Low cost mass
Deca Homes Sta Barbara (Economic) housing 661 Iloilo
Low cost mass
Deca Homes Sta Barbara (Socialized) housing 6,708 Iloilo
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Low cost mass
Deca Homes Ormoc (Economic) housing 360 Leyte
Deca Homes South of Bacolod Low cost mass
(Economic) housing 2,912 Bacolod
Urban Deca Homes Tisa 2 MRB 1,392 Cebu
Low cost mass
Deca Homes Mulig (Economic) housing 1,590 Davao
Low cost mass
Deca Homes Talomo housing 5,948 Davao
Low cost mass General
Deca Homes Gensan (socialized) housing 2,530 Santos
Low cost mass
Deca Homes Meycauyan housing 5,178 Bulacan
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Liquidity Management
Financing Options
PAG-IBIG Transfer
The Company may enter into take-out arrangements with Pag-IBIG as needed, where it transfers its CTS
receivables, typically within four years of the loan commencement period, subject to the Company’s
requirements. In 2019, the Company was able to take out ₱4,642 million worth of receivables from Pag-IBIG
Fund. The acceptance or rejection of a CTS receivable by Pag-IBIG is based on certain guidelines such as
employment, number of contributions made by the homeowner/Pag-IBIG member and net disposable
income, among other factors. As a result of the Company’s CTS requirements mirroring those of Pag-IBIG’s,
the Company estimates that substantially all of its historic requests for take-outs have been accepted by Pag-
IBIG. However, in the event that a material number of take-up applications are delayed or even denied, the
Company’s cashflow and recognized revenues could be materially affected. Moreover, the conversion into
cash of the Company’s CTS receivables as a result of take-ups by Pag-IBIG also affects the Company’s results
of operations. As a greater amount of CTS receivables are converted pursuant to the Company’s take-up
arrangements, the Company’s finance income and receivables decrease while its cash balances
correspondingly increase.
Other Receivables Management Options
In addition to its receivables take-up arrangements with institutions such as PAG-IBIG, the Company also
regularly adopts other measures to manage its level of receivables from its housing sales, as well as to generate
cash necessary for operations. For example, from time to time, the Company enters into loan arrangements
with banks against its receivables portfolio as collateral. In addition, the Company also sells receivables to
banks and other financial institutions on a non-recourse basis. In 2019, a total of ₱7,921 million worth of
receivables were sold to a financial institution. The Company has also begun to explore possible securitization
transactions with respect to its receivables portfolio. The success of any of these receivable management
measures, depending on the amount involved and terms agreed, may affect the Company’s results of
operations in terms of its liquidity and the levels of its receivable assets.
Credit and Collection
The Company has a credit and collection team which is in charge of handling the amortization payments of
buyers. The team is responsible for the timely collection of payments, depositing of post-dated checks and the
eventual remittance of payments to the Company’s treasury group and undertaking remedial measures for
delinquent accounts. The Company has also developed a comprehensive collection platform comprising
policies, structures, systems, organizations and mechanisms focused on collection efficiency and the
mitigation of payment delinquency.
The Company’s credit and collection team is composed of Sixty-eight (68) permanent employees organized
per area of operation. Of the Sixty-eight (68), Eight (8) are supervisors in charge of NCR, North Luzon, South
Luzon, Cebu/Ormoc, Iloilo/Bacolod, and Davao/Gensan, while Sixty-one (60) are employees functioning as
remittance officers, frontline customer service officers and site collection officers. The team is supported
contractual employee who serves as collection officer in the various projects nationwide. These collection
officer ensure enforcement of the Company’s credit and collection policies. In addition, the services of nine
(9) law firms have been retained by the Company to handle the legal side of collection, including the sending
of demand letters, notices of cancellation and the eventual eviction of the delinquent borrower.
Submission of Check Payments
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Potential homebuyers of the Company’s housing units are required to submit twenty five (25) post-dated
checks. The first twenty four (24) checks are equivalent to the first twenty four (24) monthly amortization
payments, while the 25th check represents the outstanding principal balance as of the 25th month and serves
as an assurance that the borrower will again submit another twenty four (24) post-dated checks (equivalent
to the payments for 25th to 48th months) plus another 25th check equivalent to the outstanding principal
balance as of the 49th month. This cycle is repeated until the loan is fully paid at the end of the term. The
excess of the twenty four (24) checks will be deposited if the borrower fails to submit the next set of twenty
five (25) checks.
The Company imposes a PhP2,200 bank penalty fee and a PhP200 fee per bounced check as facilitation and
retrieval fee. Likewise, a fee of PhP200 is charged if the buyer replaces the check with cash paid directly to the
Company.
The Company’s estimated collection efficiency rates for the past nine years are as follows:
Period Performing Accounts Ratio

2008(2) 94%
2009(2) 95%
2010(2) 93%
2011 93%
2012 94%
2013 93%
2014 93%
2015 96%
2016 95%
2017 94%
2018 94%
2019 94%
____________
Notes:
(2) Prior to 2011, the collection efficiency rates refer to rates for receivables managed on behalf of PAG-
IBIG.
In the Company’s experience, through remedial measures, approximately half of the defaulting accounts
usually become current again after a one to three (1 to 3) months payment lag, while the other half of the
defaulting accounts result in the cancellation of the CTS and remarketing of the property. The Company was
able to leverage on its experience and expertise in acting as PAG-IBIG’s collection agent prior to 2011 in the
formulation and execution of its credit and collection policies.
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Collection Process in the Event of Default
Accounts are considered in default when the buyer fails to pay one (1) monthly amortization, while payments
are considered late if the buyer fails to pay his amortization on the due date. In 2012, approximately four
percent (4%) of all customers, out of the seven percent (7%) of all customers who were in default, updated
their accounts within the first three (3) months of default.
Marketing and Sales
Marketing
The Company believes it has an extensive marketing network. The Company’s marketing and distribution
network consists of approximately two hundred thirty six (236) teams, with twenty eight (28) headed by unit
managers and two hundred eight (208) headed by licensed brokers and with a combined total of more than
three thousand (3,000) active agents. All of the unit managers and the agents under them are exclusively
contracted to the Company. Furthermore, all unit managers are accredited licensed realtors. The Company’s
commission structure and incentive schemes vary relative to the network’s affiliation and sales structure. The
Company’s marketing teams are compensated through commission fees and are provided some
administrative support by the Company. The Company trains its marketing teams monthly on topics including
new Company policies, product information and terms and conditions of sale.
As a marketing strategy, the Company’s sales and marketing teams regularly conduct presentations to
potential clients to inform them of the Company’s products. Mall exhibits have likewise provided the Company
with an effective platform to introduce its product offerings and get leads on prospective buyers. Another
strong source of sales relates to “repeat buyers,” in the form of family members of those who already own a
DECA Home unit.
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Moreover, promotional discounts are also offered by the Company to attract buyers and increase their
interest. These include:
• Cash Discounts. The Company gives discounts upon full payment of the required down payment and
is based on the total contract price of the house and lot package (which price ranges from PhP450,000
to PhP1.25 million). Cash discount as follows:
Down Payment Fully Paid Within Cash Discount

7 Days 3%
CTS 2018 Sales Process
The CTS Gold product follows a rigorous process of credit verification for all potential buyers. The following
diagram illustrates the process under the CTS Gold product:
Pre- Lot Bis-Unit Documentatio Reservation Documentation Turn-Over of
Qualification Verification Encoding n Approval Payment & Final Review Unit to Buyer
Confirmation
• Pre-Qualification – The buyer provides basic requirements such as valid identification, proof of income
(pay slips, certificate of employment and compensation, bank statements, income tax return, etc.),
signed loan documents and complete post-dated checks.
• Lot Verification – The availability of the unit is verified.
• BIS-Unit Encoding – A unit manager assigns and encodes the buyer’s identification into its system to
avoid double reservation.
• Documentation Approval – A documentation manager submits the buyer’s information folder to a

documentation account officer. The account officer verifies and screens the documents provided by
the borrower. Physical appearance of the buyer is required to verify accuracy of all information
provided. Incomplete documentation folders are sent back to the documentation manager for re-
evaluation.
• Reservation Payment and Confirmation – Reservation payment is paid for by the buyer and
documented by an account officer.
• Documentation Final Review – The documents are sent to a documentation manager for final review.
• Turn-Over of Unit to Buyer – Take-out occurs only when construction of the unit is complete and the
buyer accepts the unit. Attendance to a buyer orientation is required which will cover documentation,
credit and legal obligation, construction and technical discussion.
Foreign Sales
Considering that the Company is engaged in the real estate business, sales or revenues and net income
contributed by sales to foreigners are minimal.
Suppliers
All of the raw materials used by the Company were sourced from domestic Philippine suppliers. Suppliers are
chosen based on a number of criteria, including the quality of the raw materials supplied, stability of supply in
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the past, delivery time, pricing of the raw materials as well as the financial and industrial strength of the
supplier. The Company’s sourcing strategy is to deal with reliable suppliers at the best available price, to prefer
national over local suppliers, and to encourage on-time delivery.
The Company maintains relationships with over two hundred (200) suppliers. For the year ended December
31, 2019, the Company’s five (5) largest materials suppliers: Steelasia Mnufacturing Corp., AIM Global
Products, Inc., Communication Hardware Corp., Diamond Interior Ind. Corp., and Solid Cement Corp., in
aggregate accounted for approximately forty (40%) of the Company’s total amount of purchases.
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Customers
The Company mainly focuses on serving the needs of the mass housing market. Specifically, the Company
targets (a) the upper-end of the lower class segment of society and (b) the lower-end of the middle class
segment of society. The Company’s target market primarily consists of buyers who are gainfully employed
(such as government employees, business processing operations (BPO) employees, manufacturing workers,
etc.). In 2019, these account for approximately ninety-four percent (94%) of the Company’s horizontal unit
buyers, and ninety-five percent (95%) for buyers of vertical developments. Self-employed (i.e., tending to their
own businesses), accounts for the remaining six percent (6%) and five percent (5%), respectively. The
Company likewise caters to OFWs, which, for many years, have played an important role in keeping the
Philippine economy afloat through their remittances that help fuel consumption, specifically real-estate
purchases.
Customer Service and Warranties
The Company believes it is important to ensure that quality service is afforded to homebuyers throughout and
after the relevant sales period. Customer service employees oversee pre-delivery quality control inspections
and respond to post-delivery customer needs. The Company responds to customer requests during the
construction phase and coordinates the legal requirements that customers must comply with when making a
purchase, including signing deeds, obtaining permits, and securing funding.
Under the terms of the Company’s CTS contracts, buyers may seek repairs for patent (i.e., observable) defects
in new homes prior to their acceptance of the residential unit. If the defect is latent (i.e., non-observable),
customers may seek repairs within one (1) year from the date the housing unit was turned over to them for
occupancy.
In addition to the foregoing contractual warranties, the Company may be subject to additional liabilities arising
from construction defects under Philippine law. However, the Company has historically spent immaterial
amounts on claims from customers for construction or other defects.
Competition
The Company believes it does not have significant direct competition from national (i.e. Metro Manila-based)
real-estate developers for low cost housing projects within its price range (i.e. PhP450,000 to PhP2.0 million
per housing unit). Although competitors with nationwide scope, such as Amaia Land Corporation, a subsidiary
of Ayala Land, Inc.; Century Limitless Corporation, a subsidiary of Century Properties Group, Inc.; Filinvest
Land, Inc., under the “Futura Homes” brand; Suntrust Properties, Inc., a subsidiary of Megaworld Corporation;
Robinsons Land Corporation, under the “Robinsons Communities” brand; Summerhills Home Development
Corporation, a subsidiary of SM Prime Holdings, Inc.; and Vista Land, under the “Camella Homes” brand, do
undertake affordable housing projects, they do so at a higher price range (i.e. PhP1.5 million and up), which is
a different market from that of the Company’s.
The Company has direct competitors at the local/regional level that sell housing units within its PhP450,000
to PhP2.0 million price range. These include: Johndorf and ProHomes in Cebu; Foothills Development
Corporation and HLC Development Corporation in Davao; ProFriends, Ion Realty, Happy Homes and San
Raphael Realty in Iloilo; Hausland, Fiesta Communities and El Valerio Realty in Pampanga; and ProFriends,
Homemark Development, Picar Development, Rudex, Masaito and New APEC in Cavite.
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Employees
As of the date of this report, the Company has a total of Four Hundred Sixty-one (461) employees. This is
broken down as follows:
Number of
Function Employees
Managers 58
...............................................................................................................................................................................
Accounting Staff 62
...............................................................................................................................................................................
Conversion Staff 35
...............................................................................................................................................................................
Credit & Collection Staff 68
...............................................................................................................................................................................
Documentation Staff 70
...............................................................................................................................................................................
Human Resources/Administrative Assistant 43
...............................................................................................................................................................................
Management Information Systems Staff 14
...............................................................................................................................................................................
Planning/Engineering Staff 59
...............................................................................................................................................................................
Audit 4
…………………………………………………………………………………………………………………………………………………………………………
………………….
Pre-Docs 16
…………………………………………………………………………………………………………………………………………………………………………
…………….
Treasury 4
…………………………………………………………………………………………………………………………………………………………………………
……………..
Records Management 9
………………………………………………………………………………………………………………………………………………………………… 7
Materials & Procurement 5
…………………………………………………………………………………………………………………………………………………………… 6
Condo
Corp/HOA…………………………………………………………………………………………………………………………………………………………
………………
Receivables
Management……………………………………………………………………………………………………………………………………………………
…………
Legal……………………… 1
……………………………………………………………………………………………………………………………………………………………………
Total Employees as of 2019 461
Furthermore, to date, there is no existing collective bargaining agreement between the Company and its
employees, and the Company’s employees are not part of any labor union. The Company has not experienced
any disruptive labor disputes, strikes or threats of strikes, and management believes that the Company’s
relationship with its employee in general is satisfactory. The Company complies with minimum compensation
and benefits standards as well as all other applicable labor and employment regulations.
The Company anticipates that it will have the same number of employees within the ensuing 12 months.
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Intellectual Property
The Company is in the process of registering “DECA Homes”, “Urban DECA Homes” and “Urban DECA Towers”
as brand names with the Intellectual Property Office. These trademarks are important in the aggregate
because name recognition and exclusivity of use are contributing factors to the success of the Company’s and
its Subsidiaries’ property developments. In the Philippines, certificates of registration of a trademark filed with
the Philippine Intellectual Property Office prior to the effective date of the Philippine Intellectual Property
Code in 1998 are generally effective for a period of 20 years from the date of the certificate, while those filed
after the Philippine Intellectual Property Code became effective are generally effective for a shorter period of
10 years, unless terminated earlier.
Research and Development
The amount spent by the Company for research and development is minimal and is deemed not material.
20
Health, Safety and Environment
The Company regards occupational health and safety as one of its most important corporate and social
responsibilities and it is the Company’s corporate policy to comply with existing environmental laws and
regulations. The Company maintains various environmental protection systems and conducts regular trainings
on environment, health and safety.
Insurance
The Company has insurance coverage that is required in the Philippines for real and personal property. Subject
to the customary deductibles and exclusions, the Company carries all-risks insurance during the project
construction stage. The Company also requires all of its purchasers to carry fire insurance and sales
redemption insurance, for which it pays the annual premium upfront to the insurer and charges purchasers
on a monthly basis. For its vertical projects, the Company requires its general contractors to carry all-risks
insurance for the period of building construction. The Company does not carry business interruption
insurance.
Risks Relating to the Companies Business
The recent COVID-19 global pandemic has had and is expected to continue to have an adverse effect on the
Company’s business and operations.
COVID-19, an infectious disease that was first reported to have been transmitted to humans in late 2019, has
spread globally over the course of 2020, and in March 2020 it was declared as a pandemic by the World Health
Organization. As of 30 June 2020, there have been over ten million confirmed cases worldwide. Countries have
taken measures in varying degrees to contain the spread, including social distancing measures, community
quarantine, suspension of operations of non-essential businesses, and travel restrictions.
In the Philippines, President Rodrigo Duterte declared the entire Luzon island under total lockdown (Enhanced
Community Quarantine or ECQ) on 16 March 2020, which restricted the movement of the population with
certain exceptions, in response to the increasing number of COVID-19 cases in the country. Among the
lockdown measures implemented include suspension of work or alternative working arrangements in the
private sector except in establishments providing basic necessities, suspension of mass transport facilities, and
travel restrictions.
ECQ was originally set to end by 12 April 2020 but has been first extended to 30 April 2020 then to 15 May
2020. Lockdown was further extended for some areas including Metro Manila and Cebu to 31 May 2020 under
the Modified Enhanced Community Quarantine (MECQ) while some regions were placed under either General
Community Quarantine (GCQ) or Modified General Community Quarantine (MGCQ). On 1 June 2020,
quarantine measures were relaxed and Metro Manila was placed under GCQ. On 16 June 2020, Cebu City was
again placed under total lockdown following the rise of COVID-19 cases in the region. While quarantine
measures continue to be eased nationwide, there can be no assurance that ECQ or similar measures will not
be re-imposed.
In addition, Congress enacted Republic Act No. 11469 or the “Bayanihan to Heal As One Act”, which granted
the President the power to provide for a minimum of thirty (30)-days grace period on residential rents which
fell due during the ECQ, without incurring penalties, interests, and other charges. In relation thereto, the
Department of Trade and Industry (DTI) issued a Memorandum Circular No. 20-12, which provided that
residential rents and commercial rents for Micro, Small and Medium Enterprises (MSMEs) that have stopped
operating during the ECQ shall be entitled to the grace period. The cumulative amount of rents shall be spread
out or equally amortized in the six months following the end of the ECQ and shall be added to the rent dues
on these succeeding months without penalties, interest, fees, and charges.
21
The Bayanihan to Heal as One Act also provided the President the power to direct financial institutions,
including the Pag-Ibig Fund, to implement a grace period for the payment of housing loans, among others. The
implementing rules provide that the mandatory grace period should be at least thirty (30) days, which is
automatically extended if the ECQ period is extended.
The curtailed economic activity brought about by the quarantine measures caused decreases in consumer
purchasing power and has resulted in significant drops in demand for housing and other real properties, which
in turn affect the revenues targets of the Company and its subsidiaries. The COVID-19 pandemic has also (i)
disrupted the global supply chains of materials, facilities and other products through the effects of travel
restrictions, quarantines, closure of factories and facilities, and political, social, and economic instability; (ii)
increased volatility or caused disruption of global financial markets and affected businesses’ capabilities of
accessing capital markets and other funding resources on favourable or acceptable terms; and (iii) resulted in
social and political instability. The COVID-19 pandemic has also affected and continues to affect the
employment of migrant Filipinos, who largely contribute to the demand for the Company’s projects. As the
situation evolves, these indirect impacts may become more significant and could also have a severe adverse
impact on the Company’s and its subsidiaries’ operation and cash flow.
The extend to which the COVID-19 pandemic impacts the Company will depend on future developments,
including the timeliness and effectiveness of actions taken or not taken to contain and migrate the effects of
COVID-19 pandemic adversely affects the business and financial results of the Company and its subsidiaries, it
may also have the effect of heightening many of the other risks described in this Information memorandum
and thus adversely affecting the Company’s operational and capabilities of repaying the Notes.
All of the Company's business activities are conducted in the Philippines, which exposes the Company to risks
associated with the Philippines, including the performance of the Philippine economy.
Historically, the Company has derived primarily all of its revenue from the sale of real estate assets in the
Philippines and its business is highly dependent on the state of the Philippine economy. Demand for, and
prevailing prices of real estate assets are directly related to the strength of the Philippine economy (including
overall growth levels and interest rates), the overall levels of business activity in the Philippines, the overall
employment levels in the Philippines and the amount of remittances received from OFs. Historically, the
Philippines has periodically experienced economic downturns. For example, the general slowdown of the
global economy in 2008 and 2009 had a negative effect on the Philippine economy, which in turn had a
negative effect on the Philippine property market as property sales declined.
There is no assurance that there will not be a recurrence of an economic slowdown in the Philippines. Factors
that may adversely affect the Philippine economy include:
• decreases in business, industrial, manufacturing or financial activity in the Philippines or in the global
market;
• decreases in the amount of remittances received from OFs;
• decreases in or changes in consumption habits in the Philippines;
• decreases in property values;
• scarcity of credit or other financing, resulting in lower demand for products and services provided by
companies in the Philippines or in the global market;
• the sovereign credit ratings of the Philippines;
22
• exchange rate fluctuations;
• a prolonged period of inflation or increase in interest rates;
• changes in the Government's taxation policies;
• natural disasters, including typhoons, earthquakes, fires, floods and similar events;
• political instability, terrorism or military conflict in the Philippines, other countries in the region or
globally; and
• other regulatory, political or economic developments in or affecting the Philippines.
The Philippines is currently expecting an economic downturn following the Taal volcano eruption in January
and the COVID-19 pandemic and the resultant lockdown. The country’s gross domestic product contracted
0.2% in the first quarter of 2020 and is expecting a bleaker outlook in the second quarter when lockdowns
were in full swing in many areas and economic activities were still constrained. A global recession is also
predicted for the year 2020 as the economic effects of the COVID-19 pandemic are felt in other countries,
which also adversely affect the Philippine economy.
Further, considerable economic and political uncertainties currently exist in the Philippines that could have
adverse effects on consumer spending habits, construction costs, availability of labor and materials and other
factors affecting the Company’s business.
To mitigate this risk, the Company intends to further grow its existing Mass Housing revenue base; promote
increased home ownership in the Mass Housing segment through the development of financing projects
tailored to specific needs, requirements and financial situation of its Mass Housing customers; diversify into
new product types to supplement its subdivision and MRB offerings; and increase efficiencies in all facets of
its operations and processes.
The Company is exposed to risks associated with its in-house financing activities, including the risk of
customer default, and it may not be able to sustain its in-house financing program.
The Company provides a substantial amount of in-house financing to its customers via its CTS program. As a
result, and particularly during periods when the unemployment rate rises or when the overall level of overseas
remittances decline, the Company faces the risk that a greater number of customers who utilize the Company’s
in-house financing facilities will default on their payment obligations, which would require the Company to
incur expenses such as those relating to sales cancellations and eviction of occupants, additional expenses
caused by delinquent accounts, a disruption in cash inflows, risk of holding additional inventory in its balance
sheets and reduced finance income.
In addition, in instances where various customer receivables have been given as collateral for the Company’s
financing arrangements with banks or in instances where sales of receivables are made with recourse to the
Company, a default in these receivables would require the Company to either pay down the corresponding
balance on the loan, or replace the defaulting receivable with another from its portfolio. There can be no
guarantee that the Company will not be asked to pay cash for these defaulting obligations in the future. In
such an event, the defaulting receivable would also be assigned back to the Company, and there can also be
no guarantee that the Company will be able to resell the mass housing unit underlying the receivable easily or
at all. If the number of and amount involved in any defaults are significant, the Company’s financial position
and liquidity may be adversely affected.
23
Moreover, other cheaper financing options may become available and if customers choose to obtain financing
from other sources, such as banks and other financial institutions, this would result in a decline in the income
the Company derives from interest due on in-house financing. The inability of the Company to sustain its in-
house financing activities could have a material adverse effect on the Company’s business, financial condition
and results of operations.
The Company makes it a point to turn over the housing unit to the buyer as soon as the unit is finished and
the minimal required equity is paid in order to create a sense of ownership. This has been proven effective in
avoiding defaults.
The Company will be in a better position in cases where cheap financing options would be available to the
buyers as this will immediately result to cash payments rather than long term receivables, hence, will be able
to have readily available funds to build new inventories for sale, and would not need to avail of any external
financing be it from creditors or equity holders.
The Company’s liquidity and financial results are affected by PAG-IBIG’s willingness to process loan take-ups
and the expediency by which PAG-IBIG processes these take-ups.
Under its business and operating model, the Company typically provides in-house financing to its customers
via its CTS Gold financing team upon the initial purchase of a potential home. From time to time, the Company
requires the prospective purchaser to apply with PAG-IBIG for take-up of the loan obligation. Should PAG-IBIG
grant the prospective buyer’s application, PAG-IBIG would then grant a home loan to the prospective buyer,
who in turn would use the loan to pay the purchase price of the mass housing unit to the Company. However,
due to the number of applications pending with PAG-IBIG at any one time, there are often delays in the
processing of these loan take-ups. Furthermore, PAG-IBIG may also deny loans for various reasons, such as
incomplete documents, among others. In addition, other factors, such as review of titles by banks that
purchase receivables from the Company, may also delay the financing process. Depending on the degree of
any such delays or denials, and the amounts of the loans and number of customers involved, these could have
a material adverse effect on the Company’s liquidity because the loans would be retained on the Company’s
books as receivables and delay its cashflow. Moreover, in the event that PAG-IBIG completely ceases the take-
up of these loans, the Company would have to keep these loans for a significant portion of time and may
encounter difficulty in selling these loans to other financial institutions. Any of these events may have a
material adverse effect on the Company’s financial condition and results of operations.
The Company has put in place a team dedicated to process loan take outs from PAG-IBIG to be able to turn
around the receivables from the buyers at the least possible time, and arrest possible liquidity problems. Credit
evaluation of the Company also matches that of PAG-IBIG to further minimize the instances of rejected loan
take outs.
The Company is currently in the process of updating its accounting systems and other internal controls.
As an organization which recently underwent a corporate reorganization and that is now subject to the
reporting requirements for listed companies, the Company is currently updating and streamlining its overall
operational systems and controls. Notably, the Company is implementing upgrades to its management
information systems and processes with respect to accounting controls, documentation and internal
reporting. As such, the Company may experience difficulties in the implementation of these new systems and
processes organization-wide, and may not be able to effectively integrate these upgrades and new systems
across its Subsidiaries. In addition, there can be no assurance that the implementation of these system
upgrades will produce the desired improvements in timeliness and quality of the Company’s reporting and
internal controls. Any failure of the Company to properly upgrade and implement these systems, or to
effectively integrate these changes across the entire organization, may not produce the desired efficiencies or
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may result in imprecise reporting of the Company’s accounts and results, which may in turn have a material
adverse effect on its results of operation and financial condition.
The Company entered into a service agreement with BPO International (BPOI) to handle its bookkeeping
requirements including preparation of financial reports such as balance sheets, Income Statement and
Statement of Cashflow, and conduct bank reconciliation on a regular basis. This move allows the Company to
produce accurate and reliable financial reports as the team is dedicatedly engaged to do so. Moreover, the
prepared financial reports by BPOI will be reviewed by the Company’s accounting group prior finalization.
Despite the involvement of BPOI in the Company’s financial reporting, internal finance and accounting group
manpower is retained, if not beefed up, to be able to successfully handle growing volume of financial
transactions brought about by the exponential growth of the business.
The real estate industry in the Philippines is capital intensive, and the Company may be unable to readily
raise necessary amounts of funding to acquire new land or complete existing projects.
The real estate industry in the Philippines is capital intensive, and market players are required to incur
significant expenditures to acquire land for development, complete existing projects and commence
construction on new developments. For the years 2017, 2018 and 2019, the Company spent ₱1,323,920,834,
₱1,891,910,627 and ₱2,120,652,237, respectively, for land banking expenditures for its real estate
Historically, the Company has funded a significant portion of its capital expenditure requirements as well as
steady growth from external sources of finance; however, it may also fund such requirements through other
means, such as equity sales, among others, in the future. There can be no assurance that, to complete its
planned projects or satisfy its other liquidity and capital resources requirements, the Company will be able to
obtain sufficient funds at acceptable rates to fund its capital expenditure requirements, or that iw ill be able
to obtain sufficient funds at all. Failure to obtain the requisite funds could delay or prevent the acquisition of
land, completion of old projects or commencement of new projects and materially and adversely affect the
Company’s business, financial condition and results of operations.
To mitigate this risk, the Company maintains strong relationship with key housing and shelter agencies. It may
also obtain financing from capital markets.
A portion of demand for the Company's products is from OFWs, which exposes the Company to risks relating
to the performance of the economies of the countries where these potential customers are located.
Sales to OFs, including OFWs and Filipino expatriates, generate a portion of the demand for the Company’s
housing and land development projects. A number of factors could lead to, among other effects, reduced
remittances from OFWs, a reduction in the number of OFs or a reduction in the purchasing power of OFs.
These include:
• an appreciation of the Philippine peso, which would result in decreased value of the other currencies
transmitted by OFWs;
• a downturn in the economic performance of the countries and regions where a significant number of
these potential customers are located, such as the United States, Italy, the United Kingdom, Singapore,
Hong Kong, Japan and the Middle East;
• a change in Government regulations that currently exempt the income of OFWs from taxation in the
Philippines;
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• the imposition of restrictions by the Government on the deployment of OFWs to particular countries
or regions, such as the Middle East; and
• restrictions imposed by other countries on the entry or the continued employment of foreign workers.
As an example, the Company believes that the global economic downturn of 2008 resulted in OFW remittances
tending to be used for basic family expenses or savings and bank deposits rather than for investing in or
purchasing real estate. In addition, turmoil in the Middle East and North Africa have resulted in OFs being
repatriated from these regions and losing their steady sources of income. Currently, the constrained economic
activities brought by the COVID-19 has resulted in mass layoffs and repatriation of thousands of OFWs. These
events adversely affect demand for the Company’s projects from OFs, which could have a material adverse
effect on the Company’s business, financial condition and results of operations.
To mitigate this risk the Company relies on Management’s extensive experience and in-depth knowledge of
the real estate business, particularly in the Mass Housing market. The Company has also adopted strategies,
among others, to increase its existing coverage and grow geographically.
The Company’s focus on residential housing and land development exposes it to sector-specific risks,
including competition in the Philippine residential real estate industry.
The housing market involves significant risks distinct from those involved in the ownership and operation of
established properties, including the risk that the Company may invest significant time and money in a project
that may not attract sufficient levels of demand in terms of anticipated sales and which may not be
commercially viable. The Company’s results of operations are therefore dependent, and are expected to
continue to be dependent, on the continued success of its residential and land development projects.
Additionally, the Philippine residential real estate industry is highly competitive. The Company’s income from,
and market values of, its real estate projects are largely dependent on these projects’ popularity when
compared to similar types of projects in their areas, as well as on the ability of the Company to correctly gauge
the market for its projects. Important factors that could affect the Company’s ability to effectively compete
include a project’s relative location versus that of its competitors, particularly to transportation facilities and
commercial centers, the quality of the housing and related facilities offered by the Company, price and
payment terms of the project, available financing for the project and the overall attractiveness of the project.
The time and costs involved in completing the development and construction of residential projects can be
affected by many factors, including shortages of materials, equipment and labor, adverse weather conditions,
natural disasters, labor disputes with contractors and subcontractors, and the occurrence of other
unforeseeable circumstances. Any of these factors could result in project delays and cost overruns, which
could negatively affect the Company’s margins. Moreover, failure by the Company to complete construction
of a project to its planned specification or schedule may result in contractual liabilities to purchasers and lower
returns, all of which could have a material adverse effect on the Company’s business, financial condition and
results of operations.
The Company believes that it is one of the few developers dedicated to serve the housing needs of the mass
housing segment throughout the Philippines, with most of its direct competitors being smaller regional
Historically low interest rates, expansion in overall liquidity, extensive construction of housing units and
other factors could lead to the risk of formation of asset bubbles in real estate.
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For the past several years central banks globally, including the BSP, have kept overall interest rates at
historically low levels for an extended period of time. This has occurred in conjunction with recent high levels
of liquidity in the Philippines owing to strong and growing remittances from OFWs, the expansion of consumer
credit provided by banks, the expiry of the BSP’s requirement for banks to maintain special deposit accounts
and strong inflows of foreign investments, among other factors. In addition, the pace of real estate
construction, particularly for housing in and surrounding Metro Manila and other urban areas, has likewise
been strong by historical standards. All these have increased the risk that rising prices may not be sustainable,
particularly in the real estate sector. If rising prices are not sustained, the results could have a material adverse
The Company is confident in the efforts of the BSP to control inflation and prevent the formation of asset
bubbles in real estate. The country also has a very young demographic profile benefitting from rising
disposable income. The Company believes that the Mass Housing sector has shown favorable market
demographics in recent years and will continue to do so in the medium- to long-term. The Company also has
an experienced management team to mitigate this risk.
Competition for the acquisition of land for new projects and risks relating to the management of its land
bank, including fluctuations in demand and prices, may adversely affect the Company’s business.
The Company’s future growth and development are dependent, in part, on its ability to acquire additional
tracts of land suitable for the Company’s future real estate projects. When the Company attempts to locate
sites for development, it may experience difficulty locating parcels of land of suitable size in locations and at
prices acceptable to the Company, particularly parcels of land located in areas surrounding Metro Manila and
in other urban areas throughout the Philippines. In the event the Company is unable to acquire suitable land
at prices and in locations that could translate into reasonable returns, or at all, its growth prospects could be
limited and its business and results of operations could be adversely affected.
In addition, the risks inherent in purchasing and developing land increase as consumer demand for residential
real estate decreases. The market value of land, subdivision lots and housing inventories can fluctuate
significantly as a result of changing market conditions. There can be no assurance that the measures the
Company employs to manage land inventory risks will be successful. In the event of significant changes in
economic, political, security or market conditions, the Company may have to sell subdivision lots and housing
and condominium units at significantly lower margins or at a loss. Changes in economic or market conditions
may also require the Company to defer the commencement of housing and land development projects. Any
of the foregoing events would have a material adverse effect on the Company’s business, financial condition
To mitigate this risk the Company relies on Management’s extensive experience and a strategy of replenishing
its land bank for future developments, selectively acquiring parcels and properties that meet its requirements
for potential projects.
The Company, at the end of 2019, has significant land held for future development with aggregate value of
PhP13,355.1 million. The Company believes that this land held for future development is enough to satisfy the
needs for five (5) to eight (8) years. The Company intends to continue to look for land in various parts of the
Philippines for future development.
There can be no assurance that the Company will not suffer from substantial sales cancellations. The
Company faces certain risks related to the cancellation of sales involving its residential projects and, if the
Company were to experience a material number of sales cancellations, the Company’s historical revenue
would be overstated.
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As a developer and seller of residential real estate, the Company’s business, financial condition and results of
operations could be adversely affected in the event a material number of horizontal subdivision, MRB unit or
high-rise unit sales are cancelled.
The Company is subject to Republic Act No. 6552 (the "Maceda Law"), which applies to all transactions or
contracts involving the sale or financing of real estate through installment payments, including residential
condominium units. Under the Maceda Law, buyers who have paid at least two years of installments are
granted a grace period of one month for every year of paid installments to cure any payment default. If the
contract is cancelled by the Company, the buyer is entitled to receive a refund of at least 50% of the total
payments made by the buyer, with an additional 5% per annum in cases where at least five years of
installments have been paid (but with the total not to exceed 90% of the total payments). Buyers who have
paid less than two years of installments and who default on installment payments are given a 60-day grace
period to pay all unpaid installments before the sale can be cancelled, but without right of refund.
While the Company historically has not experienced a material number of cancellations to which the Maceda
Law has applied, there can be no assurance that it will not experience a material number of cancellations in
the future, particularly during slowdowns or downturns in the Philippine economy. In the event the Company
does experience a material number of cancellations, it may not have enough funds on hand to pay the
necessary cash refunds to buyers or it may have to incur indebtedness in order to pay such cash refunds. The
Company may also experience losses relating to these cancellations. In addition, particularly during an
economic slowdown or downturn, there can be no assurance that the Company would be able to re-sell the
same property or re-sell it at an acceptable price. Any of the foregoing events would have a material adverse
Understanding the needs of the market is the key to avoid sales cancellations. Providing the buyers with
affordable package under the “build-sell-finance” scheme minimizes the chances of cancellations. Credit
checking prior to actual sale is conducted, thus, further, lowering the likelihood of cancellations and the
exposure to obligations under the Maceda Law.
Increased inflation, fluctuations in interest rates, changes in Government borrowing patterns and
Government regulations could have a material adverse effect on the Company’s and its customers’ ability
to obtain financing.
Interest rates, and factors that affect interest rates, such as the Government’s fiscal policy, could have a
material adverse effect on the Company and on demand for its products. For example:
• Higher interest rates make it more expensive for the Company to borrow funds to finance ongoing
projects or to obtain financing for new projects.
• Because the Company believes that a substantial portion of its customers procure financing (either
using the Company’s in-house financing program or through banks) to fund their property purchases,
higher interest rates make financing, and therefore purchases of real estate, more expensive, which
could adversely affect demand for the Company’s residential projects.
• If PAG-IBIG increases the rates at which it lends to customers, the Company would also need to
increase the rates of its inhouse financing program due to the in-house financing program’s mirroring
of PAG-IBIG requirements as part of the Company’s strategy for easier off-take by PAG-IBIG.
• If the Government significantly increases its borrowing levels in the domestic currency market, this
could increase the interest rates charged by banks and other financial institutions and also effectively
reduce the amount of bank financing available to both prospective property purchasers and real
estate developers, including the Company.
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• The Company’s access to capital and its cost of financing are also affected by restrictions, such as single
borrower limits, imposed by the BSP on bank lending. If the Company were to reach the single
borrower limit with respect to their current or preferred bank or banks, the Company may have
difficulty obtaining financing on the same or similar commercial terms from other banks.
• Increased inflation in the Philippines could result in an increase in raw material costs, which the
Company may not be able to pass on to its customers as increased prices or to its contractors by having
the Company’s contractors absorb raw material cost increases.
The occurrences of any of the foregoing events, or any combination of them, or of any similar events could
have a material adverse effect on the Company’s business, financial condition and results of operations.
Titles over land owned by the Company may be contested by third parties.
While the Philippines has adopted a system of land registration that is intended to conclusively confirm land
ownership and is binding on all persons (including the Government), it is not uncommon for third parties to
claim ownership of land that has already been registered and over which a title has been issued. There have
also been cases where third parties have produced false or forged title certificates over land. The Company
has occasionally had to defend itself against third parties who claim to be the rightful owners of land that has
been either titled in the name of the persons selling the land to the Company or that has already been titled
in the name of the Company. In the event a greater number of third-party claims are brought against the
Company or any such claims involves land that is material to the Company’s housing and land development
projects, the Company’s management may be required to devote significant time and incur significant costs
in defending the Company against such claims. In addition, if any such claims are successful, the Company may
have to either incur additional costs to settle such third-party claims or surrender title to land that may be
material in the context of the Company’s housing and land development projects. Any of the foregoing
circumstances could have a material adverse effect on the Company’s business, financial condition and results
of operations, as well as on its business reputation.
The Company makes sure that prior to land acquisition, market and feasibility studies are conducted, and all
related documents have been checked. Complete documentation is also practiced upon actual purchase of
the land.
The Company faces risks relating to project cost and completion.
Construction of property projects may take as long as a year or longer before generating positive net cash flow
through sales. As a result, the Company’s cash flows and results of operations may be significantly affected by
its project development schedules and any changes to those schedules. Other factors that could adversely
affect the time and the costs involved in completing the development and construction of the Company’s
projects include:
• natural catastrophes and adverse weather conditions;
• changes in market conditions, economic downturns, unemployment rate, and decreases in business
and consumer sentiment in general;
• delays in obtaining government approvals and permits;
• changes in laws or in Government priorities;
• relocation of existing residents and/or demolition of existing constructions;
• shortages of materials, equipment, contractors and skilled labor;
29
• labor disputes with contractors and subcontractors;
• construction accidents;
• errors in judgment on the selection and acquisition criteria for potential sites;
• lack of familiarity with high-rise projects; and
• other unforeseen problems or circumstances.
Any of these factors could result in project delays and cost overruns, which may harm the Company’s
reputation as a property developer or lead to cost overruns or loss of or delay in recognizing revenues and
lower margins. This may also result in sales and resulting profits from a particular development not being
recognized in the year in which it was originally expected to be recognized, which could adversely affect the
Company’s results of operations for that year. Furthermore, the failure by the Company to complete
construction of a project to its planned specifications or schedule may result in contractual liabilities to
purchasers and lower returns. The Company cannot provide any assurance that it will not experience any
significant delays in completion or delivery of its projects in the future or that it will not be subject to any
liabilities for any such delays.
The pre-cast technology allows the Company to complete townhouses and single-storey attached units in just
eight (8) to ten (10) days, with an additional five (5) days for single-storey houses with lofts. The use of this
process allows the Company to realize significant cost savings and enables it to turn over units to its customers
in a fast and efficient way.
The Company’s reputation will be adversely affected if projects are not completed on time or if projects do
not meet customers’ requirements.
If any of the Company’s projects experience construction or infrastructure failures, design flaws, significant
project delays, quality control issues or otherwise, this could have a negative effect on the Company’s
reputation and make it more difficult to attract new customers to its new and existing housing and land
development projects. Any negative effect on the Company’s reputation or its brand could also affect the
Company’s ability to sell its housing and land development projects. This would impair the Company’s ability
to reduce its inventory and working capital requirements. The Company cannot provide any assurance that
such events will not occur in a manner that would adversely affect its results of operations or financial
condition.
Projects of the Company have dedicated project managers, who assure that regular monitoring and quality
control are in place. The project managers also make sure that the projects live up to the DECA Homes and
Urban DECA Homes brands. The Company also provides warranties to housing unit purchasers as provided for
in the relevant Contract to Sell between purchaser and the Company.
Independent contractors may not always be available, and once hired by the Company, may not be able to
meet the Company’s quality standards or to complete projects on time and within budget.
The Company relies on independent contractors to provide various services, including land clearing,
infrastructure development and various construction projects. In particular, the Company relies mainly on the
Lasvazmun and Conmax groups of companies to complete the construction for substantially all of its projects.
Should either of the contractors mentioned above become unable to perform with respect to their contracted
scope of work, there can be no assurance that the Company will be able to find or engage an independent
contractor for any particular project or find a contractor that is willing to undertake a particular project within
the Company’s budget and schedule, which could result in costs increases or project delays.
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Furthermore, although the Company’s personnel actively supervise the work of such independent contractors,
there can be no assurance that the services rendered by any of its independent contractors will always be
satisfactory or match the Company’s requirements for quality and timing. Contractors may also experience
financial or other difficulties up to insolvency, and shortages or increases in the price of construction materials
or labor may occur, any of which could delay the completion or increase the cost of certain housing and land
development projects, and the Company may incur additional costs as a result thereof. Any of these factors
could have a material adverse effect on the Company’s business, financial condition and results of operations.
Lasvazmun and Conmaz groups of companies are exclusive contractors of the Company for its mass housing
projects. These contractors have been partners with the Company since it started. Quality of work and
reliability of the said contractors have been tested by the Company through time.
The Company uses exclusive external third-party brokers to sell all of its residential housing and land
The Company uses exclusive external third-party brokers to market and sell all of its residential housing and
land development projects to potential customers. If these brokers do not meet their requisite sales targets,
the Company’s business, financial condition and results of operations could be adversely affected. Moreover,
there is competition for the services of third-party brokers in the Philippines and many of the Company’s
competitors may attempt to recruit brokers away from the Company. If a large number of these third-party
brokers were to cease selling for the Company, the Company would be required to seek other external brokers,
and there can be no assurance that the Company could to so quickly or in sufficient numbers. Also, negative
publicity on the Company’s exclusive third-party brokers may spill over and have a negative effect on the
Company’s reputation. Furthermore, with the passage of R.A. No. 9646 or The Real Estate Service Act of the
Philippines and its implementing rules, more stringent requirements are now being imposed in respect of the
practice of real estate service, as well as the qualification and licensing of real estate service practitioners.
There can be no assurance that the imposition of these requirements will not affect the real estate service
practice of the Company, or its ability to retain its existing third-party brokers or identify new third party
brokers. These factors could disrupt the Company’s business and negatively affect its financial condition,
results of operations and prospects.
To mitigate this risk, all of the unit managers and the agents who constitute the marketing and distribution
network of the Company are exclusively contracted by the Company. Furthermore, all unit managers are
accredited licensed realtors. The Company trains its marketing teams monthly on topics including new
Company policies, product information and terms and conditions of sale.
The Company operates in a highly-regulated environment and it is affected by the development and
application of regulations in the Philippines.
The Philippines’ housing market is highly regulated. The development of subdivision and other residential
projects is subject to a wide range of government regulations, which, while varying from one locality to
another, typically include zoning considerations as well as the requirement to procure a variety of
environmental and construction-related permits. In addition, projects that are to be located on agricultural
land must get clearance from the Philippine Department of Agrarian Reform (“DAR”) so that the land can be
re-classified as non-agricultural land and, in certain cases, tenants occupying agricultural land may have to be
relocated at the Company’s expense.
In July 2019, Senate Bill No. 256 or the Agricultural Land Conversion Ban Bill was filed which seeks to prohibit
the conversion of irrigated and irrigable agricultural land for non-agricultural uses. The bill is currently pending
before Senate Committee on Local Government. If passed into law, the ban may delay the implementation of
the Company’s proposed projects because the supply of land available for development may be limited. This
31
may further lead to an increase in the acquisition cost of land and the development cost of the Company’s
projects.
Meanwhile, Presidential Decree No. 957, as amended, (“P.D. 957”) and B.P. 220 are the principal statues which
regulate the development and sale of real property as part of a condominium project or subdivision. P.D. 957
and B.P. 2020 cover subdivision projects for residential, commercial, industrial or recreational purposes and
condominium projects for residential or commercial purposes. The HLURB is the administrative agency of the
Government which enforces these statutes. Regulations applicable to the Company’s operations include
standards regarding:
• the sustainability of the site;
• road access;
• necessary community facilities;
• open spaces;
• water supply;
• sewage disposal systems;
• electricity supply;
• lot sizes;
• the length of the housing blocks; and
• house construction.
All subdivision development plans are required to be filed with and approved by the local government unit
with jurisdiction over the area where the project is located. Approval of development plans is conditioned on,
among other things completion of the acquisition of the project site and the developer’s financial, technical
and administrative capabilities and donation of roadways to and other easements in favor of the relevant
government agencies. Alterations of approved plans that affect significant areas of the project, such as
infrastructure and public facilities, also require the prior approval of the relevant government unit. There can
be no assurance that the Company, its Subsidiaries or associates or partners will be able to obtain
governmental approvals for its projects or that when given, such approvals will not be revoked.
In addition, owners of or dealers in real estate projects are required to obtain licenses to sell before making
sales or other dispositions of subdivision lots and housing and condominium units. Project permits and any
license to sell may be suspended, cancelled or revoked by the HLURB based on its own findings or upon
complaint from an interested party and there can be no assurance that the Company, its Subsidiaries,
associates or partners will in all circumstances, receive the requisite approvals, permits or licenses or that such
permits, approvals or licenses will not be cancelled or suspended. Any of the foregoing circumstances or events
could affect the Company’s ability to complete projects on time, within budget or at all, and could have a
material adverse effect on its financial condition and results of operations.
The Company makes sure that all necessary permits and licenses are secured and renewed, if needed, for each
project. A dedicated team tasked to secure and/or renew all necessary permits and licenses is in place.
Relevant dues and taxes are also paid regularly.
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Environmental laws applicable to the Company’s projects could have a material adverse effect on its
business, financial condition or results of operations.
In general, developers of real estate projects are required to submit project descriptions to regional offices of
the Philippine Department of Environment and Natural Resources ("DENR"). For environmentally-sensitive
projects or at the discretion of the regional office of the DENR, a detailed Environmental Impact Assessment
("EIA") may be required and the developer will be required to obtain an Environmental Compliance Certificate
("ECC") to certify that the project will not have an unacceptable environmental impact. There can be no
assurance that current or future environmental laws and regulations applicable to the Company will not
increase the costs of conducting its business above currently projected levels or require future capital
expenditures. In addition, if a violation of an ECC occurs or if environmental hazards on land where the
Company’s projects are located cause damage or injury to buyers or any third party, the Company may be
required to pay a fine, to incur costs in order to cure the violation and to compensate its buyers and any
affected third parties. The Company cannot predict what environmental legislation or regulations will be
amended or enacted in the future, how existing or future laws or regulations will be enforced, administered
or interpreted, or the amount of future expenditures that may be required to comply with these
environmental laws or regulations or to respond to environmental claims. The introduction or inconsistent
application of, or changes in, laws and regulations applicable to the Company’s business could have a material
adverse effect on its business, financial condition and results of operations.
The Company submits and fulfills all required environmental compliance that is mandated by law. The
Company regards occupational health and safety as one of its most important corporate and social
regulations. The Company maintains various environmental protection systems and conducts regular trainings
on environment, health and safety. The Company has
The loss of certain tax exemptions and incentives will increase the Company’s tax liability and decrease any
profits the Company might have in the future.
The Company benefits from provisions under Philippine law and regulations which exempt sales of residential
lots with a gross selling price of PhP1.9 million or less and sales of residential houses and lots with a gross
selling price of PhP3.2 million or less from the value-added tax ("VAT") of twelve percent (12%). In the event
these sales become subject to the VAT, the selling prices for the Company’s subdivision lots and housing and
condominium units will increase and this could adversely affect the Company’s sales. Because taxes such as
the VAT are expected to have indirect effects on the Company’s results of operations by affecting general
levels of spending in the Philippines and the prices of subdivision lots and houses, any adverse change in the
Government’s VAT-exemption policy could have an adverse effect on the Company’s results of operations.
Furthermore, the accreditation of the Company’s projects with unit price between PhP450,000 and
PhP3,000,000 with the BOI as under the IPP allows each accredited project to enjoy certain tax incentives. For
each accredited project, the Company’s sales of low cost subdivision lots and housing units are currently not
subject to corporate income tax. Also, the Company’s projects with unit price of PhP450,000 and under are
considered socialized housing projects and enjoy income tax free status by virtue of Republic Act No. 7279.
However, accreditation of certain projects was delayed in 2013. Also, the Legislative-Executive Development
Advisory Council is recommending a bill concerning the rationalization of certain fiscal incentives that could
have an effect in the Company should it be approved by Congress. This bill intends to remove the tax holiday
given to low cost housing projects in the BOI’s IPP and instead provide a government subsidy to buyers of the
housing units. Should this bill be implemented it could have a material effect on the Company’s overall level
of profitability. Furthermore, there is no guarantee that the Company’s future development projects will be
able to benefit from the income tax holiday described above, or that accreditation to receive such benefit will
not be delayed. The delay or absence of this income tax holiday on any of the Company’s future development
projects could have an adverse effect on the Company’s results of operations.
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VAT is a pass-on tax to consumers, and in case VAT exemption will be lifted for mass housing products, then,
the Company may opt to revisit pricing scheme to be able to effectively run its business. The Company is able
to sell its housing units at an affordable price because of its BOI exemption. Should BOI rules change, taking
away the tax incentive, then the mass housing industry as a whole will revisit its business model and reorganize
as needed.
Natural or other catastrophes, including severe weather conditions, may materially disrupt the Company’s
operations, affect its ability to complete projects and result in losses not covered by its insurance.
The Philippines has experienced a number of major natural catastrophes over the years, including typhoons,
droughts, volcanic eruptions and earthquakes. In October 2013, a 7.2 magnitude earthquake affected Cebu
and the island of Bohol, and on November, 2013, Super Typhoon Haiyan (called Yolanda in the Philippines)
caused destruction and casualties of an as yet undetermined amount, in Tacloban, certain parts of Samar, and
certain parts of Cebu City, all of which are located in the Visayas, the southern part of the Philippines. There
can be no assurance that the occurrence of such natural catastrophes will not materially disrupt the
Company’s operations. These factors, which are not within the Company’s control, could potentially have
significant effects on the Company’s housing and land development projects, many of which are large,
complex estates with infrastructure, such as buildings, roads and perimeter walls, which are susceptible to
damage. Damage to these structures resulting from such natural catastrophes could also give rise to claims
against the Company from third parties or from customers, for example for physical injuries or loss of property.
As a result, the occurrence of natural or other catastrophes or severe weather conditions may adversely affect
the Company’s business, financial condition and results of operations.
While the Company carries all-risks insurance during the project construction stage and requires all of its
purchasers to carry fire insurance, the Company does not carry any insurance for certain catastrophic events,
and there are losses for which the Company cannot obtain insurance at a reasonable cost or at all. Neither
does the Company carry any business interruption insurance. Should an uninsured loss or a loss in excess of
insured limits occur, the Company could lose all or a portion of the capital invested in a property, as well as
the anticipated future turnover from such property, while remaining liable for any project construction costs
or other financial obligations related to the property. Any material uninsured loss could materially and
adversely affect the Company’s business, financial condition and results of operations.
Natural calamities affect all business types at similar levels. And since these events cannot be avoided, and at
some instances cannot be predicted, the Company only addresses what it can, and makes sure that it has all
the relevant and reasonable insurances that it can have.
The Company has insurance coverage that is required in the Philippines for real and personal property. Subject
to the customary deductibles and exclusions, the Company carries all-risks insurance during the project
construction stage. The Company also requires all of its purchasers to carry fire insurance and sales
insurance.
Construction defects and other building-related claims may be asserted against the Company, and the
Company may be subject to liability for such claims.
Philippine law provides that property developers, such as the Company, warrant the structural integrity of
houses that were designed or built by them for a period of 15 years from the date of completion of the house.
The Company may also be held responsible for hidden (i.e., latent or non-observable) defects in a house sold
by it when such hidden defects render the house unfit for the use for which it was intended or when its fitness
for such use is diminished to the extent that the buyer would not have acquired it or would have paid a lower
34
price had the buyer been aware of the hidden defect. This warranty may be enforced within six months from
the delivery of the house to the buyer. In addition, Republic Act No. 6541, as amended, or the National Building
Code of the Philippines (the "Building Code"), which governs, among others, the design and construction of
buildings, sets certain requirements and standards that must be complied with by the Company. The Company
or its officials may be held liable for administrative fines or criminal penalties in case of any violation of the
Building Code.
There can be no assurance that the Company will not be held liable for damages, the cost of repairs, and/or
the expense of litigation surrounding possible claims or that claims will not arise out of uninsurable events,
such as landslides or earthquakes, or circumstances not covered by the Company’s insurance and not subject
to effective indemnification agreements with the Company’s contractors. Neither can there be any assurance
that the contractors hired by the Company will be able to either correct any such defects or indemnify the
Company for costs incurred by the Company to correct such defects. In the event a substantial number of
claims arising from structural or construction defects arise, this could have a material adverse effect on the
Company’s reputation and on its business, financial condition and results of operations.
Having developed the processes used in the construction of its projects, the Company trains its contractors on
these topics. The Company also sends its engineers to oversee critical functions in project construction to
ensure the quality of work of its contractors. Every project has an engineering team assigned to it to assure
that repairs, which are within the warranties of the Company, is properly addressed.
Further, under the terms of the Company’s CTS contracts, buyers may seek repairs for patent (i.e., observable)
defects in new homes prior to their acceptance of the residential unit. If the defect is latent (i.e., non-
observable), customers may seek repairs within one (1) year from the date the housing unit was turned over
to them for occupancy.
The Company has a number of related-party transactions with affiliated companies.
The companies controlled by the principal owners have a number of commercial transactions with the
Company. The Company had entered into a number of transactions with its related parties, which primarily
consist of advances and reimbursements of expenses and sale and purchase of real estate properties and
development.
The transactions referred to above are described in Note ___ of the 2018 Audited Consolidated Financial
Statements. The Company expects that it will continue to enter into transactions with companies directly or
indirectly controlled by or associated with the principal owners. These transactions may involve potential
conflicts of interest which could be detrimental to the Company and/or its stakeholders. Conflicts of interest
may also arise between the Company and the Selling Shareholders in a number of other areas relating to its
businesses, including:
• Major business combinations involving the Company and its Subsidiaries;
• Plans to develop the respective businesses of the Company and its Subsidiaries; and
• Business opportunities that may be attractive to the Selling Shareholders and the Company.
The Company can provide no assurance that its related-party transactions will not have a material adverse
effect on its business or results of operations.
All related-party transactions are executed with caution and guided judgement, and are properly documented.
The Company is highly dependent on the continued service of its directors, members of senior management
and other key officers.
35
The Company’s directors, members of its senior management, and other key officers have been an integral
part of its success, and the experience, knowledge, business relationships and expertise that would be lost
should any such persons depart could be difficult to replace and may result in a decrease in the Company’s
operating efficiency and financial performance. Key executives and members of management of the Company
include Luis N. Yu, Jr. and Mariano D. Martinez, Jr.. If the Company loses the services of any such person and
is unable to fill any vacant key executive or management positions with qualified candidates, or if the qualified
individual takes time to learn the details of the Company, the Company’s business and results of operations
may be adversely affected.
The Company hired several executives, who are all graduates of Masters in Business Administration from Asian
Institute of Management. These executives directly reports to the three (3) key executives and are currently
assigned to different departments of the Company. A former employee of a non-government organization is
now assigned as the Investors Relations Officer of the Company. Lastly, a former banker, with specialty on real
estate, is assigned to Finance and Accounting group of the Company.
Any deterioration in the Company’s employee relations could materially and adversely affect the Company’s
operations.
The Company’s success depends partially on its ability to maintain a productive workforce. Any strikes, work
stoppages, work slowdowns, grievances, complaints or claims of unfair practices or other deterioration in the
Company’s employee relations could have a material and adverse effect on the Company’s financial condition
To date, there is no existing collective bargaining agreement between the Company and its employees, and
the Company’s employees are not part of any labor union. The Company has not experienced any disruptive
labor disputes, strikes or threats of strikes, and management believes that the Company’s relationship with its
employee in general is satisfactory. The Company complies with minimum compensation and benefits
standards as well as all other applicable labor and employment regulations.
B. PROPERTIES
Project Development and Construction
Land Acquisition
Land acquisition offer to the Company and/or joint ventures begins with the Company making a marketability
determination of the location of the property, based on the intended development. The Company has
developed specific procedures to identify land that is suitable for its needs and performs market research to
determine demand for housing in the markets it wishes to enter. These factors include:
• the general economic condition of the environment surrounding the property;
• suitable land must be located near areas with sufficient demand or that the anticipated demand can
justify any development;
• the site’s accessibility from nearby roads and major thoroughfares;
• the availability of utility infrastructure, such as electric transmission facilities, telephone lines and
water systems; and
• the overall competitive landscape and the neighboring environment and amenities.
36
The Company also considers the feasibility of obtaining required governmental licenses, permits and
authorizations, as well as adding necessary improvements and infrastructure including sewage, roads and
electricity.
If the property passes the initial procedure, the Company then conducts due diligence on the property. The
evaluation process focuses on the following major factors:
• legal documents (e.g. title) related to the property;
• property valuation;
• geographic location (i.e. proximity to public transportation);
• technical characteristics of the property (e.g., location of fault lines); and
• other factors impacting the suitability and feasibility of developing future projects.
Before the Company acquires land, it conducts extensive checks on both the owner and the land itself, with a
particular focus on the veracity of the title covering the land and whether it can be traced back to the original
judicial decree granting title over the land. As and when needed, the Company also engages third parties, such
as surveyors and engineers, to verify that the land it seeks to acquire is covered by the technical description
of the title. The Company also conducts its own valuation of the property based on, among other factors, other
similar properties in the market and an assessment of the potential income derivable from any development
suitable for the property. The Company also conducts engineering and environmental assessments in order to
determine if the land is suitable for construction. The land must be topographically amenable to housing
development.
After the second stage is passed, the Company then determines the fair price and terms for the acquisition
and then negotiates with the land owner for the purchase.
Site Development and Construction
Once the land for a project site has been acquired by the Company, site development and construction work
for the Company’s projects are contracted out to qualified and accredited independent contractors. The
Company’s accreditation procedure takes into consideration each contractor’s experience, financial capability,
resources and track record of adhering to quality, cost and time of completion commitments. The Company
primarily contracts the Lasvazmun group of companies (consisting of Lasvazmun Homes, Inc. and Las Caerus
Homes, Inc.) for construction work in Luzon, Iloilo and some parts of Cebu and the Conmax group of companies
(consisting of Conmax Inc. and Creofab Inc.) for construction work in Davao and other parts of Cebu. Formal
arrangements with both groups have been in effect since 2011, ensuring that both contractors are exclusive
to the Company only. The Company maintains relationships with many contractors, including El Eloha
Construction, Lasvazmun Homes, Inc., Las Caerus Homes, Inc., Conmax Inc., Creofab Inc., Panico Construction,
Aconstruct Builders, Scheirman Construction Consolidated Inc., Megawide Construction Corp. ARSD
Constructions Corp., AGS Contek and Development Corp., and Remso General Merchant Iloilo. Typically, these
contractors are paid approximately twenty percent (20%) to twenty five (25%) initially as down payments,
with sixty five percent (65%) to seventy percent (70%) paid on a turnkey basis and the remaining ten percent
(10%) paid after three (3) months, retained as coverage for any faults.
The Company builds its horizontal subdivision units in five steps: [1] casting, [2] foundation preparation, [3]
assembly, [4] roofing and retouching, and [5] finishing and detailing:
37
1. Construction begins with the casting process, which comprises setting molds and pre-casting the walls
and ceiling slabs near the actual project site. The Company’s pre-casting process utilizes the
proprietary concrete mix developed by the Company internally, which produces concrete slabs that
are approximately four (4) times stronger than typical concrete slabs used in the Philippines and dry
in approximately twenty two (22) hours (compared to 21 days for standard casting).
2. Simultaneously, the foundation at the site is prepared and laid, comprising laying down reinforcing
bars and allocations for wiring and pipes, setting hooks for the assembly stage and pouring the
concrete mixture. This phase is completed in one (1) day.
3. At the assembly stage, cranes are used to lift the pre-cast components and erect the components in
the foundation that is prepared while casting is still in progress. The ends of the components are
welded together. This process also takes one day.
4. Roofing and retouching involves the addition of steel beams to support the roof, installation of the
roof, and the retouching of rough edges in the concrete structure. This stage takes two (2) to three (3)
days to complete.
5. Lastly, finishing and detailing takes four (4) to five (5) days to complete and involves smoothing out
the walls, floors and ceilings of the unit, applying paint, and installing doors, windows, and electrical
and plumbing fixtures.
The Company currently has capacity to develop up to twelve thousand nine hundred (12,900) units annually.
The Company can further expand its capacity by increasing the number of its pre-fabrication molds without
requiring significant additional investments in time or resources.
Having developed the processes used in the construction of its projects, the Company trains its contractors on
these topics. The Company also sends its engineers to oversee critical functions in project construction to
ensure the quality of work of its contractors.
Land Bank
As an integral part of its strategy, the Company believes that it maintains a land bank of sufficient size and
nature to ensure that it has adequate land to cover its development requirements. The Company has invested
in properties situated in what the Company believes are prime locations across the Philippines for existing and
future low-cost Mass Housing and land development projects for the next four to five years, most of which is
located in areas with close proximity to major roads and primary infrastructure, and aims to expand its land
bank to cover development in the next seven to eight years. As of December 31, 2019, the Company had a
land bank of approximately 630.11 hectares of raw land for the development of its various projects, with some
properties subject to liens or encumbrances.
Details of the Company’s raw land inventory as of December 31, 2019 are set out in the table below:
In Hectares
Luzon
Meycauayan, Bulacan 44.20
Cubao, Quezon City 0.43
Ortigas Ext, Pasig 13.23
San Mateo, Rizal 31.20
Batasan, Quezon City 17.04
Balara, Quezon City 17.60
38
Commonwealth, Quezon City 2.00
Alabang Zapote, Las Pinas City 4.80
Filinvest, Alabang 0.12
Otis, Mendiola 2.80
Yakal Makati 0.14
Juan Luna, Manila 0.13
Taft, Manila 0.08
Tanza Property 10.00
Montecello, Baguio 4.27
Subtotal Luzon 148.04
Visayas
AS Fortuna, Banilad, Cebu 1.80
Guadalupe, Cebu 3.20
Leganes, Iloilo 25.40
Cebu Buss Park, Cebu 0.31
Vistamar, Cebu 0.18
Mactan, Cebu 44.90
Ormoc, Leyte 5.70
San Miguel, Iloilo 39.95
Granada, Bacolod 62.00
Talamban, Cebu 2.90
Monterazzas, Cebu 153.61
Subtotal Visayas 339.95
Mindanao
Mulig, Davao 15.30
Quirino, Davao 0.71
Tigatto, Davao 24.83
Talomo, Davao 101.28
Subtotal Mindanao 142.12
Total Land Bank 630.11
The Company intends to continue to look for land in various parts of the Philippines for future development.
39
Property and Equipment
The following table summarizes the various real estate properties owned by the Company not intended for
use as the site of future projects as of December 31, 2019:
Subsidiary and Property

Description Location Present Use
8990 Housing
8990 Corporate Center Negros St., Cebu The three-storey
Business Park, Cebu City building sits on a
property owned by L
and D Realty Corp, an
affiliate of the Company.
It is used as the
headquarters of 8990
Housing. A portion of
the ground floor and
some areas of the 3rd
floor are leased out.
8990 Corporate Center E. Quirino Ave., Davao The four-storey building

City serves as the Company’s
Davao branch. Some
portions of the ground
floor, the 3rd floor and
the 4th floor are leased
out.
3-hectare resort with Tacunan, Davao City Serves as additional

the following amenities: amenities for the
clubhouse, swimming subdivision residents.
pool, basketball courts,
mini soccer field and
fishing lake
7-hectare Wakeboard Mintal, Davao City Wakeboard park with

Park other amenities
presently leased to
Session Park
8990 Luzon
12-hectare Wakeboard Margot, Pampanga Wakeboard park with
Park other amenities
presently leased to
Session Park
Leases
40
The Company has an existing non-cancellable operating lease as a lessee covering its office premises with a
term of one year and renewable annually. In 2019 and 2018, the Parent Company renewed the lease for
another year.
In 2014, The Company entered into another non-cancellable operating lease as a lessee covering a corporate
suite for a term of one year; expiring on June 22, 2015 which was renewed and expired in September 2016.
It was no longer renewed but 8990 HDC took over the lease within a term expiring on June 21, 2017 with
renewal option. In 2019 and 2018, 8990 HDC renewed the lease for another year.
FHI, 8990 HDC and 8990 LHDC entered into separate non-cancellable lease agreements for their office and
parking spaces. Except for 8990 LHDC, the Group’s lease periods ranges from two to three years, which are
renewable thereafter upon mutual agreement of both parties. The lease of 8990 LHDC is renewable annually
upon mutual agreement of the contracting parties.
The future minimum rentals payable under these operating leases as of December 31, 2018 are as follows:
Within one year P 10,012,314

After one year but not
more than three years P 6,823,775
Total P 16,836,089
C. LEGAL PROCEEDINGS
Neither the Company nor any of its Subsidiaries are involved in, or the subject of, any legal proceedings which,
if determined adversely to the Company or the relevant Subsidiary’s interests would have a material effect on
the business or financial position of the Company or any of its Subsidiaries.
D. FINANCIAL INFORMATION
8990 HOLDINGS, INC AND SUBSIDIARIES

Unaudited Consolidated Statements of Financial Position as of 31 March 2020 (in Philippine Peso)
41
31-Mar 31-Dec
2020 2019 2019 2018
Unaudited Unaudited Audited Audited
ASSETS
Current Assets
Cash on hand and in banks 576,195,126 456,984,638 853,902,368 2,143,615,711
Current portion of trade and other receivables 4,558,614,849 3,633,112,293 4,406,960,663 3,158,894,392
Inventories 38,458,610,316 31,637,713,263 36,925,318,545 29,131,375,817
Due from related parties 1,971,609,868 1,492,896,696 1,230,669,970 1,007,656,721
Other current assets 4,424,849,457 4,162,342,363 4,377,768,039 4,262,146,435
Total Current Assets 49,989,879,616 41,383,049,252 47,794,619,585 39,703,689,076
Noncurrent Assets
Trade and other receivables - net of current portion 19,139,627,867 17,364,185,667 17,790,085,254 17,268,916,719
Available for sale securities 1,212,863,555 1,349,484,111 1,212,863,555 1,349,484,111
Property and equipment 803,597,140 1,351,303,367 808,466,409 826,474,150
Investment properties 304,373,548 265,579,227 313,096,011 183,805,148
Goodwill 526,474,833 - 526,474,833 -
Other noncurrent assets 365,596,205 252,120,345 374,463,516 312,130,501
Total Noncurrent Assets 22,352,533,148 20,582,672,717 21,025,449,579 19,940,810,628
72,342,412,764 61,965,721,969 68,820,069,163 59,644,499,705
LIABILITIES AND EQUITY

Current Liabilities
Current portion of trade and other payables 6,052,844,348 4,834,465,827 6,438,856,129 5,703,346,881
Current portion of loans payable 13,952,542,851 8,188,055,914 11,828,160,185 7,242,845,485
Bonds payable 8,391,497,498 8,385,745,688
Deposits from customers 853,701,449 522,382,423 905,526,780 518,309,156
Due to related parties 78,688,308 338,302,472 83,767,452 56,974,725
Income tax payable 88,476,508 48,350,929 82,233,768 65,555,280
Total Current Liabilities 29,417,750,961 13,931,557,564 27,724,290,002 13,587,031,527
Noncurrent Liabilities
Trade and other payables - net of current portion 1,059,949,361 60,099,037 1,059,949,361 190,176,308
Loans payable - net of current portion 6,790,621,778 8,777,487,856 5,756,697,041 7,764,234,753
Bonds payable 590,794,002 8,957,182,592 590,389,052 8,951,507,702
Deferred tax liability 869,986,728 354,420,711 869,986,728 201,168,505
Total Noncurrent Liabilities 9,311,351,867 18,149,190,197 8,277,022,181 17,107,087,268
Total Liabilities 38,729,102,828 32,080,747,761 36,001,312,184 30,694,118,795
Equity
Capital Stock 5,567,990,720 5,567,990,720 5,567,990,720 5,567,990,720
Additional paid-in capital 9,303,641,204 9,303,641,204 9,303,641,204 9,303,641,204
Treasury Shares (1,717,709,658) (243,347,368) (1,266,523,478)
Revaluation reserve 794,938,306 937,243,793 794,938,306 937,243,793
Retained earnings 19,664,449,364 14,319,445,859 18,418,710,227 13,141,505,193
Total Equity 33,613,309,936 29,884,974,208 32,818,756,979 28,950,380,910
72,342,412,765 61,965,721,969 68,820,069,163 59,644,499,705
8990 HOLDINGS, INC. AND SUBSIDIARIES

Unaudited Consolidated Statements of Comprehensive Income (in Philippine Peso)
42
For three months ended March 31 For years ended December 31
2020 2019 2019 2018
REVENUES
Real Estate Operations
Real estate sales 3,384,261,927 2,903,891,985 14,873,220,812 11,677,869,283
Rental income 1,398,870 1,292,690 16,469,214 12,508,357
Others 79,865,184 105,187,041 386,815,133 55,496,721
3,465,525,982 3,010,371,716 15,276,505,158 11,745,874,362
Gain on Sale of Preferred Shares - - - -
3,465,525,982 3,010,371,716 15,276,505,158 11,745,874,362
COST OF SALES AND SERVICES
Cost of real estate sales 1,492,750,142 1,291,063,385 6,853,164,352 5,263,869,231
Cost of rental services - - 265,056 1,774,863
Others 50,035,965 40,808,636 157,331,927 16,335,911
1,542,786,107 1,331,872,021 7,010,761,335 5,281,980,005
Gross Income 1,922,739,875 1,678,499,696 8,265,743,824 6,463,894,358
Operating Expenses 557,099,572 460,713,716 2,474,326,180 1,985,624,275
Other Operating Income 256,044,922 298,369,168 1,689,669,223 1,403,930,328
Finance Costs 269,338,731 292,825,288 1,621,737,017 1,204,575,440
Operating Income 1,352,346,493 1,223,329,859 5,859,349,850 4,677,624,970
Other Income - - - 130,437
Income Before Income Tax
from Continuing Operations 1,352,346,493 1,223,329,859 5,859,349,850 4,677,755,408
Provision for Income Tax 31,377,637 45,389,192 280,829,816 2,857,572
Net Income 1,320,968,857 1,177,940,666 5,578,520,034 4,674,897,835
Other Comprehensive Loss - - (142,305,487) 83,935,932
Total Comprehensive Income 1,320,968,857 1,177,940,666 5,436,214,547 4,758,833,767
43
Unaudited Consolidated Statements of Changes in Equity (in Philippine Peso)
For the years

Actuarial Gain ended
FairMarch 31, 2020
Value Gain on
on Post- Investment
Subscribed Additional Paid employment Securities thorugh Retained
Capital Stock Capital Stock Treasury Shares in Capital Benefit Plan FVOCI Equity Reserve Subtotal Earnings Total
Balance at January 1, 2020 5,567,990,720 - (1,266,523,478) 9,303,641,204 (5,620,730) 800,559,036 - 794,938,306 18,418,710,227 32,818,756,980
Cash dividends declared by the Parent Company - (75,229,720) (75,229,720)
Restatement of previous years (Effect of PFRS15 adjustments on Genvi) - -
Treasury Shares (451,186,180) - (451,186,180)
Other Comprehensive Income - -
Comprehensive income for the year - 1,320,968,857 1,320,968,857
Balance at March 31, 2020 5,567,990,720 - (1,717,709,658) 9,303,641,204 (5,620,730) 800,559,036 - 794,938,306 19,664,449,364 33,613,309,936
Balance at January 1, 2019 5,567,990,720 - 9,303,641,204 64,201 937,179,592 937,243,793 13,141,505,193 28,950,380,910
Treasury Shares (1,266,523,478) - (1,266,523,478)
Other Comprehensive Income (5,684,931) (5,684,931) (5,684,931)
Comprehensive income for the year (136,620,556) (136,620,556) 5,578,520,034 5,441,899,478
Balance at December 31, 2019 5,567,990,720 - (1,266,523,478) 9,303,641,204 (5,620,730) 800,559,036 - 794,938,306 18,418,710,227 32,818,756,979
Balance at January 1, 2018
As previously reported 5,567,990,720 - 9,303,641,204 (2,479,173) - - (2,479,173) 11,832,097,031 26,701,249,782
Effect of adoption of PFRS 9 855,787,034 855,787,034 (53,451,381) 802,335,653
As restated 5,567,990,720 - 9,303,641,204 (2,479,173) 855,787,034 - 853,307,861 11,778,645,650 27,503,585,435
Cash dividends declared by the Parent Company - - - - - (3,336,209,896) (3,336,209,896)
Comprehensive income for the year - -
Net income - 4,674,897,835 4,674,897,835
Other comprehensive income 2,543,374 105,564,162 108,107,536 108,107,536
Transfer of fair value gain on investment securities at FVOCI - - - (24,171,604) - (24,171,604) 24,171,604 -
Balance at December 31, 2018 5,567,990,720 - 9,303,641,204 64,201 937,179,592 - 937,243,793 13,141,505,193 28,950,380,910
For three months ended March

Actuarial 31, 2019
Gain Fair Value Gain on
on Post- Investment
Balance at January 1, 2019 5,567,990,720 - - 9,303,641,204 64,201 937,179,592 - 937,243,793 13,141,505,193 28,950,380,910
Cash dividends declared by the Parent Company - - -
Treasury Shares (243,347,368) - (243,347,368)
Balance at March 31, 2019 5,567,990,720 - (243,347,368) 9,303,641,204 64,201 937,179,592 - 937,243,793 14,319,445,859 29,884,974,208
44
Unaudited Consolidated Statements of Cash Flows (in Philippine Peso)
2020 2019 2019 2018
CASH FLOWS FROM OPERATING ACTIVITIES

Income before income tax 1,352,346,493 1,223,329,859 5,859,349,850 4,677,755,407
Adjustments for:
Interest income (213,435,495) (267,627,146) (1,217,507,161) (1,212,646,509)
Finance cost 248,624,463 292,519,112 1,596,179,807 1,181,272,643
Write-off of assets - - 37,137,321 -
Provision for credit and impairment losses - - 112,394,407 74,788,837
Depreciation and amortization 22,561,732 22,550,077 110,338,448 73,826,233
Amortization of discount on bonds payable 6,156,759 5,674,890 24,627,038 23,085,294
Loss (gain) on repossession - - (125,869,859) 97,680,357
Gain on sale of AFS
Gain on sale of building and improvements - - (130,437)
Retirement Expense - - 1,837,185 2,185,046
Operating income before changes in working capital 1,416,253,952 1,276,446,791 6,398,487,036 4,917,816,869
Changes in operating assets and liabilities
Decrease (increase) in:
Trade and other receivables (1,501,196,799) (569,486,849) (1,330,792,994) 2,924,002,315
Inventories (1,633,067,073) (3,061,957,527) (4,966,678,832) (2,813,358,839)
Other assets (38,214,108) 159,814,228 (659,650,525) (2,051,701,326)
Increase (decrease) in:
Trade and other payables (386,011,781) (998,958,324) 441,091,671 1,371,747,790
Deposits from customers (51,825,331) 4,073,267 387,217,624 76,833,397
Net cash used in operations (2,194,061,140) (3,190,068,415) 269,673,980 4,425,340,206
Interest received 229,011,078 267,663,997 1,169,174,348 1,196,297,372
Income tax paid (25,134,897) 90,658,663 (259,577,808) (329,683,420)
Net cash from (used in) operating activities (1,990,184,959) (2,831,745,753) 1,179,270,520 5,291,954,158
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of business (1,360,765,328) (566,661,963)
Cash advance to related parties (5,079,144) 281,327,747 (404,913,621) (931,719,419)
Loans granted to a third party (82,947,517) (314,005,923)
Collections of advances to related parties 109,303,950 103,418,758
Interest received from loans to a third party 48,332,813 16,195,773
Acquisitions of:
Property and equipment (73,320,142) (78,241,258) (41,820,902)
Investment properties - (135,337,479) (827,457)
Proceeds from (Acquisition of) Investment properties (250,000) - -
Proceeds from:
Sale of AFS 32,031,175
Disposal of property and equipment 466,410
Net cash used in investing activities (5,079,144) 207,757,605 (1,904,568,440) (1,702,923,549)
CASH FLOWS FROM FINANCING ACTIVITIES
Availment (retirement) of loans payable 3,158,307,403 1,958,463,532 2,577,776,988 1,376,639,344
Interest paid on loans and bonds (248,624,463) (292,519,112) (1,631,734,875) (1,080,483,953)
Decrease (increase) in the amount of due from related parties (740,939,898) (485,239,975) 26,792,727 217,219,312
Buyback of shares (Treasury shares) (451,186,180) (243,347,368) (1,266,523,478)
Payment of cash dividends - - (301,315,000) (3,336,209,896)
Net cash provided by financing activities 1,717,556,862 937,357,077 (595,003,638) (2,822,835,193)
Effect of changes in foreign exchange rates on hand and in banks - - - -
Net increase (decrease) in cash on hand and in banks (277,707,242) (1,686,631,073) (1,320,301,558) 766,195,416
Cash of newly acquired subsidiary 30,588,215
Cash Balance at the beginning of the year 853,902,368 2,143,615,711 2,143,615,711 1,377,420,295
Cash Balance at the end of the year 576,195,126 456,984,638 853,902,368 2,143,615,711
Revenue
45
8990 Holdings, Inc.’s (the Company) sales primarily comprise revenues received from its sales of low-
cost mass housing units and subdivision lots and medium-rise building housing units, as well as
revenues derived from its rental and hotel operations.
Cost of Sales and Services
Cost of sales and services comprises of the Company’s costs of sales from its low-cost mass housing
sales of housing units and subdivision lots, costs of sales from sales of medium-rise condominium
units, costs of sales from sales of medium-rise condominium units, and costs of sales from rental and
hotel operations.
Operating Expenses
Operating expenses generally include selling and administrative costs that are not directly attributable
to the services rendered. Operating expenses of the Company comprise expenses related to marketing
and selling, documentation, taxes and licenses, salaries and employment benefits, write-off of assets,
provisions for impairment losses, management and professional fees, communication, light and
water, provisions for probable losses, security, messengerial and janitorial services, depreciation and
amortization, transportation and travel, repairs and maintenance, rent, entertainment, amusement
and representation, supplies, provisions for write-down, subscription dues and fees and miscellaneous
expenses (such as extraordinary documentation expenses, liquidation and donation expenses, as well
as other expenses).
Finance Costs
Finance costs comprise costs associated with the Company’s borrowings, accretion of interest, bank
charges and net interest expense on its pension obligations.
Other Income
Other income comprises the Company’s interest income from its installment contract receivables,
cash in bank and long-term investments. Other income of the Company also comprises income from
water supply, gain on repossession of delinquent units and associated penalties, rent income,
collection service fees and other miscellaneous income (such as gain from sales cancellations, retrieval
fees, association due and transfer fee). The Company also recorded other gains and losses such as a
gain from the sale of unquoted debt security classified as loans, and other expenses such as a loss on
the sale of a subsidiary.
Provision for Income Tax
Provision for income tax comprises the Company’s provisions for regular and minimum corporate
income taxes, final taxes to be paid as well as deferred income tax liabilities recognized.
Results of Operations
Three months ended March 31, 2020 compared to three months ended March 31, 2019
46
Revenue
For the three months ended March 31, 2020, the Company recorded consolidated revenue of
PhP3,465.5 million, an increase of 15% from consolidated revenue of PhP3,010.4 million recorded for
the three months ended March 31, 2019. The increase was mainly attributable to the increased sales
in NCR, Bacolod and Davao.
The Company’s consolidated cost of sales and services for the three months ended March 31, 2020
was PhP1,542.8 million, an increase of 16% from consolidated cost of sales and services of PhP1,331.9
million recorded for the three months ended March 31, 2019. The increase was mainly attributable to
increased sales recorded for the period.
Gross Income
The Company’s consolidated gross income for the three months ended March 31, 2020 was
PhP1,922.7 million, an increase from consolidated gross income of PhP1,678.5 million recorded for
the three months ended March 31, 2019. The Company’s gross income margin for the three months
ended March 31, 2020 was 555%, compared to a gross income margin of 55.8% recorded for the three
months ended March 31, 2019. The Company attributes its strong and maintained gross income
margin to its sound internal financial planning policies with respect to land banking activities and
project budgeting process.
Operating Expenses
For the three months ended March 31, 2020, the Company recorded consolidated operating expenses
of PhP557.1 million, an increase of 21% from consolidated operating expenses of PhP460.7 million
recorded for the three months ended March 31, 2019.
Finance Costs
The Company’s consolidated finance costs for the three months ended March 31, 2020 were PhP269.3
million, a decrease from consolidated finance costs of PhP292.8 million recorded for the three months
ended March 31, 2019. The decrease was mainly attributable to decreased interest charged compared
to same period last year.
Other Operating Income
For the three months ended March 31, 2020, the Company recorded consolidated other income of
PhP256.0 million, a decrease from the consolidated other income of PhP298.4 million recorded for
the three months ended March 31, 2019. Interest income on the Company’s installment contract
receivables under its CTS Gold program contributes to the majority of the other income.
Income before Income Tax
The Company’s consolidated income before income tax for the three months ended March 31, 2020
was PhP1,352.3 million, an increase from consolidated income before income tax of PhP1,223.3
million recorded for the three months ended March 31, 2019.
47
The Company’s consolidated provision for income tax for the three months ended March 31, 2020
was PhP31.4 million, a decrease from consolidated provision for income tax of PhP45.4 million
recorded for the three months ended March 31, 2019. The increase was mainly attributable to the
Company’s increased other income which are subject to income tax.
Net Income
As a result of the foregoing, the Company’s consolidated net income for the three months ended
March 31, 2020 was PhP1,321.0 million, a 12% increase from consolidated net income of PhP1,177.9
million recorded for the three months ended March 31, 2019. The Company’s consolidated net income
margin for the three months ended March 31, 2020 was 38.1%, compared to a consolidated net
income margin of 39.1% for the three months ended March 31, 2019.
Financial Position
As at March 31, 2020 compared to as at March 31, 2019
Assets
Cash on Hand and in Banks
The Company’s consolidated cash on hand and in banks were PhP576.2 million as at March 31, 2020,
an increase from consolidated cash on hand and in banks of PhP457.0 million as at March 31, 2019.
Current portion of trade and other receivables
The Company’s consolidated current portion of trade and other receivables were PhP4,558.6 million
as at March 31, 2020, an increase from consolidated current portion of trade and other receivables of
PhP3,633.1 million as at March 31, 2019.
Inventories
The Company’s consolidated inventories were PhP38,464.2 million as at March 31, 2020, an increase
of 22% from consolidated inventories of PhP31,637.7 million as at March 31, 2019. The increase is due
to increased inventory for low cost mass housing projects.
Due from related parties
The Company’s consolidated due from related parties were PhP1,971.6 million as at March 31, 2020,
an increase from consolidated due from related parties of PhP1,492.9 million as at March 31, 2019.
Other current assets
The Company’s consolidated other current assets were PhP4,424.8 million as at March 31, 2020, an
increase from consolidated other current assets of PhP4,162.3 million as at March 31, 2019, primarily
due to increased advances to contractors in relation to construction on the Company’s development
projects.
Trade and other receivables – net of current portion
48
The Company’s consolidated trade and other receivables-net of current portion were PhP19,139.6
million as at March 31, 2020, a 10% increase from consolidated trade and other receivables - net of
current portion of PhP17,364.2 million as at March 31, 2019. The increase was due to additional sales
which availed of in-house financing scheme.
Property and equipment
The Company’s consolidated property and equipment was PhP803.6 million as at March 31, 2020, a
decrease from consolidated property and equipment of PhP1,351.3 million as at March 31, 2019.
Investment properties
The Company’s consolidated investment properties were PhP304.4 million as at March 31, 2020, an
increase from consolidated investment properties of PhP265.6 million as at March 31, 2019.
Other noncurrent assets
The Company’s other noncurrent assets were PhP365,6 million as at March 31, 2020, an increase from
other noncurrent assets of PhP252.1 million as at March 31, 2019.
Liabilities
Current portion of trade and other payables
The Company’s consolidated current portion of trade and other payables were PhP6,052.8 million as
at March 31, 2020, an increase from consolidated current portion of trade and other payables of
PhP4,834.5 million as at March 31, 2019. The increase is mainly due to increased advances to
contractors for downpayment of projects as well as increased accrued expenses for the accruals made
in relation to recognition of sales.
Current portion of loans payable
The Company’s consolidated current portion of loans payable were PhP13,952.5 million as at March
31, 2020, an increase from consolidated current portion of loans payable of PhP8,188.1 million as at
March 31, 2019. The increase was due to increased short-term borrowing of the Company.
Deposits from customers
The Company’s consolidated deposits from customers were PhP853.7 million as at March 31, 2020,
an increase from consolidated deposits from customers of PhP522.4 million as at March 31, 2019.
Increase were due to increased equity collections from Urban Deca Homes Ortigas project.
Due to related parties
The Company’s consolidated due to related parties were PhP78.7 million as at March 31, 2020, a
decrease from consolidated due to related parties of PhP338.3 million as at March 31, 2019.
Income tax payable
The Company’s consolidated income tax payable was PhP88.5 million as at March 31, 2020, an
increase from consolidated income tax payable of PhP48.4 million as at March 31, 2019.
Trade and other payables - net of current portion
49
The Company’s consolidated trade and other payables - net of current portion were PhP1,059.9
million as at March 31, 2020, an increase from consolidated trade and other payables - net of current
portion of PhP60.1 million as at March 31, 2019. The increase is due to recognition of contract
liabilities amounting to PhP858.3 million in relation to sold but uncompleted units for Monterazzas de
Cebu project by Genvi Development Corporation and Urban Deca Homes Ortigas by 8990 Housing
Development Corporation.
Loans payable - net of current portion
The Company’s consolidated loans payable - net of current portion was PhP6,790.6 million as at March
31, 2020, a decrease from consolidated loans payable - net of current portion of PhP8,777.5 million
as at March 31, 2019.
Deferred tax liability
The Company’s consolidated deferred tax liability was PhP870.0 million as at March 31, 2020, an
increase from consolidated deferred tax liability of PhP354.4 million as at March 31, 2019. This
deferred tax liability was attributable to uncollected revenue as most of the revenue recognition were
under in-house financing scheme.
Liquidity and Capital Resources
The Company mainly relies on the following sources of liquidity: [1] cash flow from operations, [2]
cash generated from the sale or transfer of receivables to private financial institutions such as banks
or to government housing related institutions such as the Home Development Mutual Fund (“PAG-
IBIG”), and [3] financing lines provided by banks. The Company knows of no demands, commitments,
events, or uncertainties that are reasonably likely to result in a material increase or decrease in
liquidity. The Company is current on all of its loan accounts, and has not had any issues with banks to
date. The Company does not anticipate having any cash flow or liquidity problems over the next twelve
(12) months. The Company is not in breach or default on any loan or other form of indebtedness.
The Company expects to meet its operating assets and liabilities, capital expenditure, dividend
payment and investment requirements for the next twelve (12) months primarily from its operating
cash flows, borrowings and proceeds of the shares issuance. It may also from time to time seek other
sources of funding, which may include debt or equity financings, depending on its financing needs and
market conditions.
Cash Flows
Cash flow used in operating activities
The Company’s consolidated net cash from operating activities is primarily affected by the revenues
generated from its operations, primarily the sale of residential housing units, subdivision lots and MRB
condominium units. The Company’s consolidated net cash used in operating activities were
PhP1,990.2 million and for the period ended March 31, 2020 and consolidated net cash from operating
activities were PhP2,831.7 million for the period ended March 31, 2019.
Cash flows used in investing activities
Consolidated net cash flow used in investing activities for the period ended March 31, 2019 were
PhP5.1 million, and consolidated net cash provided by investing activities for the period ended March
31, 2019 were PhP207.8 million.
50
For the three months ended March 31, 2020, consolidated net cash flow used in investing activities
reflected acquisitions of land for future development, investment in shares, as well as purchases of
property and equipment.
Cash flow provided by financing activities

Consolidated net cash flow provided by financing activities for the period ended March 31, 2020
were PhP1,717.6 million, and consolidated net cash flow used in financing activities for the period
ended March 31, 2019 were PhP937.4 million.
E. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Factors Affecting Results of Operations
The Company’s results of operations are affected by a variety of factors. Set out below is a discussion
of the most significant factors that have affected the Company’s results in the past and which the
Company expects to affect its financial results in the future. Factors other than those set out below
could also have a significant impact on the Company’s results of operations and financial condition in
the future. See Risk Relating to the Company’s Business.
General Global and Philippine Economic Conditions and the Condition of the Philippine Real Estate
and Residential Housing Markets
The Company derives substantially all of its revenue from its mass housing development activities in
the Philippines. The Philippine real estate and housing markets have historically been affected by the
prevailing economic conditions in the Philippines, which may also be affected by the economic
conditions in other parts of the world. Accordingly, the Company’s results of operations may be
significantly affected by the state of the global and Philippine economies generally and specifically the
Philippine property and housing markets. The Philippine real estate and housing markets have
historically been subject to cyclical trends, and property values have been affected by the supply of
and demand for comparable properties, the rate of economic growth, the rate of unemployment and
political and social developments in the Philippines. Demand for new residential projects in the
Philippines has historically also been affected by, among other things, prevailing political, social and
economic conditions in the Philippines, including overall growth levels, the value of the Philippine peso
and interest rates, as well as the strength of the economy in other parts of the world, given that a
substantial portion of demand comes from overseas Filipino workers. Furthermore, as the Company
continues expanding its business, these operations will also be increasingly affected by general
conditions in the global and Philippine economies. As a result, the Company expects that its results of
operations will continue to vary from period to period largely as a result of general global and
Philippine economic conditions.
Collection of Receivables
The Company’s results of operations are also affected to a significant degree by the success and
efficiency of its collection of receivables from its customers. If the Company experiences any
significant delays or defaults on its collection of receivables, it could experience liquidity issues. In
addition, a significant number of defaults may result in the Company taking on a significant amount
of inventory for the housing units it would repossess from customers. In such an instance, there can
be no guarantee that the Company will be able to dispose of these units quickly and at acceptable
prices. Any of these occurrences in relation to failure to collect receivables from its customers in a
timely manner or at all may have a material adverse effect on the Company’s liquidity, financial
condition and results of operations.
51
Liquidity Risk Management
To better manage its liquidity risk, interest risk, as well as improve its cash conversion cycle, the
Company typically enters into take-out arrangements with PAG-IBIG where it will transfer its CTS Gold
Convertible receivables within four (4) years in exchange for cash. As of the date of this report, the
Company has submitted to PAG-IBIG approximately four thousand seven hundred (4,700) CTS
receivables, equivalent to approximately PhP4 billion. These accounts are currently being processed
by PAG-IBIG, and at various stages of cycle completion. The acceptance or rejection of a CTS receivable
by PAG-IBIG is based on certain guidelines of PAG-IBIG such as employment, number of contributions
made by the homeowner/PAG-IBIG member and net disposable income, among other factors. The
Company believes that substantially all of its requests for take-outs have been accepted by PAG-IBIG.
However, in the event that a material number of take-up applications are delayed or even denied, the
Company’s cashflow and recognized revenues could be materially affected. Moreover, the conversion
into cash of the Company CTS receivable as a result of take-ups by PAG-IBIG also affects the Company’s
results of operations. As greater amount of CTS receivables are converted due to the Company’s take-
up arrangements, the Company’s finance income and receivables decrease while its cash balances
In addition to its receivables take-up arrangements with institutions such as PAG-IBIG, the Company
also regularly adopts other measures to manage its level of receivables from its housing sales, as well
as to generate cash necessary for operations. For example, the Company from time to time enters into
loan arrangements with banks against its receivables portfolio as collateral. In addition, the Company
also from time to time sells receivables to banks and other financial institutions on a non-recourse
basis. The Company has also begun to explore possible securitization transactions with respect to its
receivables portfolio. The success of any of these receivable management measures, depending on
the amount involved and terms agreed, may affect the Company’s results of operations in terms of its
liquidity and the levels of its receivable assets.
Interest Rates
The Company generally charges its customers an annual interest rate of nine and a half percent (9.5%)
on their housing loans under the CTS program. The Company’s financing arrangements with
commercial banks and other financial institutions are typically on a fixed interest basis, with interest
rates typically averaging approximately six percent (6%) or seven percent (7%) per annum. As the
Company typically only needs to borrow approximately half of the amount of loans it grants to its
customers, the Company believes that it is substantially protected against fluctuations of interest rates
in the market. However, in cases of extraordinary increases in interest rates, such as during the Asian
financial crisis of the late 1990s or the global economic downturn of 2008, the Company’s financial
position and results of operations could be adversely affected.
Tax Incentives and Exemptions
As a developer of low-cost housing with mass housing unit price points not exceeding PhP1.9 million
(for lots only) or PhP2.2 million (for residential house and lots or other residential dwellings), the
Company benefits from an exemption on VAT under current tax laws and regulations. Furthermore,
the accreditation of the Company’s projects with unit price between PhP450,000 and PhP3,000,000
with the BOI as under the IPP allows each accredited project to enjoy certain tax incentives. For each
accredited project, the Company’s sales of low cost subdivision lots and housing units are currently
not subject to corporate income tax. Also, the Company’s projects with unit price of PhP450,000 and
under are considered socialized housing projects and enjoy income tax free status by virtue of Republic
Act No. 7279. As such, the Company’s sales of low cost subdivision lots and housing units are currently
not subject to twelve percent (12%) VAT, and corporate income tax. In the event that the Company
52
loses these tax exemptions or incentives or its tax holiday lapses or is not renewed, these sales would
become subject to VAT and corporate income tax. These prospective tax charges will directly affect
the Company’s net income, and the Company expects that any changes in regulatory and tax policy
and applicable tax rates may affect its results of operations from time to time.
Price Volatility of Construction Materials and Other Development Costs
The Company’s cost of sales is affected by the price of construction materials such as steel, tiles and
cement, as well as fluctuations in electricity and energy prices. While the Company, as a matter of
policy, attempts to fix the cost of material components in its agreements with contractors, in cases
where demand for steel, tiles and cement are high or when there are shortages in supply, the
contractors the Company hires for construction or development work may be compelled to raise their
contract prices. With respect to electricity, higher prices generally result in a corresponding increase
in the Company’s overall development costs. As a result, rising costs for any construction materials or
in the price of electricity will impact the Company’s construction costs, cost of sales and the price for
its products. Any increase in prices resulting from higher construction costs could adversely affect
demand for the Company’s products and the relative affordability of such products, particularly as a
mass housing developer. This could reduce the Company’s profitability.
With regard to sales of subdivision house and lots, if the actual cost of completing the development
of a particular project exceeds the Company’s estimates, any increase in cost is recorded as part of
the cost of sales of subdivision house and lots in the same project. This means that the cost of sales
for future sales in the same project will be higher.
Availability of Suitable Land for Development
The Company meticulously selects the sites for its mass housing development projects, typically
undergoing a research process of anywhere from six (6) months to one (1) year before deciding to
acquire land for its contemplated developments. After initializing projects in the Visayas and
Mindanao, the Company is currently looking to expand its footprint in Luzon, and also the Metro and
Greater Manila areas. To this end, the Company is currently examining its options for the acquisition
of parcels of land in these areas. The Company selects the location of its developments based on
numerous factors, such as proximity to public transportation hubs and employment areas, as well as
vicinity to retail and other commercial establishments, among others. That said, properties which
meet all these criteria may not be available for the price the Company is willing to pay, or the Company
may encounter competing offers from other developers who may have more resources at their
disposal. If the Company is unable to acquire or select the optimal parcels of land for its development
projects and expansion plans or is unable to successfully grow and manage its land bank, its ability to
meet its revenue and growth targets may be adversely affected.
Demand for Residential Properties
The Company has benefited from greater demand for residential properties resulting from, among
other factors, growth of the Philippine economy, increasing number of Filipinos investing in the
Philippine real estate market, strong levels of OFW remittances and increasing demand from
expatriate Filipinos. In addition, the Company has also benefited specifically from the underserved
backlog for mass housing in the Philippines in recent years. The increased demand for residential
properties has been a significant factor in the Company’s increased revenues and profits over the last
three (3) years. In response to these developments, the Company has further increased the number
of mass housing development projects. The Company has also begun to offer new mass housing
residential products, such as condominiums, to address potential demand from specific target
markets. It is unclear whether the demand for housing in the Philippines will remain high or continues
53
to grow, or whether the demand for the Company’s products will reach the levels anticipated by the
Company. Negative developments with respect to demand for housing in the Philippines would in turn
have a negative effect on the Company’s operational results. Conversely, positive developments in
housing demand would likely positively contribute to the Company’s operational results as observed
in the past.
Critical Accounting Policies
Critical accounting policies are those that are both (i) relevant to the presentation of the Company’s
financial condition and results of operations and (ii) require management’s most difficult, subjective
or complex judgments, often as a result of the need to make estimates about the effect of matters
that are inherently uncertain. As the number of variables and assumptions affecting the possible
future resolution of the uncertainties increase, those judgments become even more subjective and
complex. To provide an understanding of how the Company’s management forms its judgments about
future events, including the variables and assumptions underlying its estimates, and the sensitivity of
those judgments to different circumstances, the critical accounting policies discussed below have
been identified. While the Company believes that all aspects of its financial statements should be
studied and understood in assessing its current and expected financial condition and results of
operations, the Company believes that the following critical accounting policies warrant particular
attention. For more information, see Notes 2 and 3 to the Company’s 2019 Audited Consolidated
Financial Statements.
DESCRIPTION OF CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME LINE ITEMS
The following table sets forth details for the Company’s sales and other income line items for the
periods indicated.
2017 2018 2019

P P P
(Audited)
(millions)
Revenue
.................................................................. 10,181.7 11,745.9 15,276.5
.................................................................. (4,523.3) (5,282.0) (7,010.8)
Gross Income
............................................................. 5,658.4 6,463.9 8,265.7
Operating Expenses
.................................................................. (1,684.3) (1,985.6) (2,474.3)
Net Operating Income
............................................................. 3,974.1 4,478.3 5,791.4
Finance Costs
.................................................................. (1,134.3) (1,204.6) (1,621.7)
Other Income
.................................................................. 1,597.3 1,404.1 1,689.7
............................................................. 4,437.1 4,677.8 5,859.3
.................................................................. (298.4) (2.9) (280.9)
Net Income
............................................................. 4,138.8 4,674.9 5,578.5
54
2017 2018 2019
P P P
(Audited)
55
Revenue
The Company’s revenue primarily comprises of those received from its sales of low-cost Mass Housing
units and subdivision lots and medium-rise building housing units, rental services and other incidental
income relating to its real estate operations, as well as revenues derived from its timeshare and hotel
operations.
Cost of sales and services comprise (i) the Company’s costs of sales from its low-cost Mass Housing
sales of housing units and subdivision lots, costs of sales from sales of MRB condominium units and
costs of sales from sales of timeshares; (ii) cost of rental services; and (iii) the Company’s costs of
services from its hotel operations (including room and food and beverage sales).
Operating Expenses
as other expenses).
Finance Costs
Other Income
income taxes, final taxes to be paid as well as provision for deferred income tax recognized.
Year ended December 31, 2019 compared to year ended December 31, 2018
Revenue
56
For the year ended December 31, 2019, the Company recorded consolidated revenue of P15,276.5
million, an increase of 30% from consolidated sales of P11,745.9 million recorded for the year ended
December 31, 2018. The increase was mainly attributable to increased real estate sales. The
Company’s real estate sales generated P14,873.2 million in revenues for the year ended December
31, 2019, an increase of 27% from the P11,677.9 million in revenues recorded for the year ended
December 31, 2018. The improvement was mainly due to an increase in average selling price of units
sold for the year, supported by the growing nationwide market acceptance of the Company’s CTS Gold
program. The Company’s rental income generated P16.5 million in revenues for the year ended
December 31, 2019, an increase from the P12.5 million rental income for the year ended December
31, 2018.
The Company’s consolidated cost of sales and services for the year ended December 31, 2019 was
P7,010.8 million, an increase of 33% from consolidated cost of sales and services of P5,282.0 million
recorded for the year ended December 31, 2018. The increase was mainly attributable to increases in
costs of real estate operations, consistent with the sales growth of these segments.
Gross Income
The Company’s consolidated gross income for the year ended December 31, 2019 was P8,265.7
million, an increase of 28% from consolidated gross income of P6,463.9 million recorded for the year
ended December 31, 2018. The Company’s gross income margin for the year ended December 31,
2019 was 54%, compared to a gross income margin of 55% recorded for the year ended December 31,
2018. The Company attributes its strong and steady gross income margin to its sound internal financial
planning policies with respect to landbank acquisition and project budgeting process.
Operating Expenses
For the year ended December 31, 2019, the Company recorded consolidated operating expenses of
P2,474.3 million, an increase of 25% from consolidated operating expenses of P1,985.6 million
recorded for the year ended December 31, 2018.
Finance Costs
The Company’s consolidated finance costs for the year ended December 31, 2019 were P1,621.7
million, an increase from consolidated finance costs of P1,204.6 million recorded for the year ended
December 31, 2018. The increase was mainly attributable to higher interest rate for the Company’s
loan from creditor banks, and high interest for bonds payable as it is long term in nature.
For the year ended December 31, 2019, the Company recorded consolidated other income of P1,689.7
million, an increase from P1,403.9 million recorded for the year ended December 31, 2018. The
increase was mainly attributable to increase interest income on the Company’s cash in banks and
short-term placements and loans receivable.
The Company’s consolidated income before income tax for the year ended December 31, 2019 was
P5,859.3 million, an increase from consolidated income before income tax of P4,677.8 million
57
The Company’s consolidated provision for income tax for the year ended December 31, 2019 was
P280.8 million, an increase from consolidated provision for income tax of P2.9 million recorded for
the year ended December 31, 2018.
Net Income
As a result of the foregoing, the Company’s consolidated net income for the year ended December 31,
2019 was P5,578.5 million, an increase of 19% from consolidated net income of P4,674.9 million
recorded for the year ended December 31, 2018. The Company’s consolidated net income margin for
the year ended December 31, 2019 was 37% while 2018 recorded 40%.
Revenue
December 31, 2018, an increase from the P10.2 million rental income for the year ended December
31, 2017.
Gross Income
Operating Expenses
P1,985.6 million, an increase of 18% from consolidated operating expenses of P1,684.3 million
58
Finance Costs
million, an increase from consolidated finance costs of P1,134.3 million recorded for the year ended
million, a decrease from P1,576.0 million recorded for the year ended December 31, 2017. The
decrease was mainly attributable to decreased interest income on the Company’s lower level of
installment contract receivables under its CTS Gold program during the year, consistent with its higher
sales volumes.
The Company’s consolidated provision for income tax for the year ended December 31, 2018 was P2.9
million, a decrease from consolidated provision for income tax of P298.4 million recorded for the year
ended December 31, 2017.
Net Income
the year ended December 31, 2018 and 2017 were both 40%.
Revenue
December 31, 2017, a decrease from the P12.2 million rental income for the year ended December
31, 2016.
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Gross Income
Operating Expenses
P1,684.3 million, an increase of 4% from consolidated operating expenses of P1,615.0 million recorded
for the year ended December 31, 2016.
Finance Costs
million, an increase from consolidated finance costs of P963.3 million recorded for the year ended
Other Income
million, an increase from P1,535.9 million recorded for the year ended December 31, 2016. The
increase was mainly attributable to interest income on the Company’s higher level of installment
contract receivables under its CTS Gold program during the year, consistent with its higher sales
volumes.
The Company’s consolidated provision for income tax for the year ended December 31, 2017 was
P298.4 million, a decrease from consolidated provision for income tax of P448.9 million recorded for
the year ended December 31, 2016.
Net Income
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the year ended December 31, 2017 was 40%, compared to a consolidated net income margin of 39%
Financial Position
As at December 31, 2019 compared to as at December 31, 2018
Assets
The Company’s consolidated cash on hand and in banks were P853.9 million as at December 31, 2019,
a decrease of 60% from consolidated cash on hand and in banks of P2,143.6 million as at December
31, 2018.
The Company’s consolidated current portion of trade and other receivables were P4,407.0 million as
at December 31, 2019, a 40% increase from consolidated current portion of trade and other
receivables of P3,158.9 million as at December 31, 2018.
Inventories
The Company’s consolidated inventories were P36,925.3 million as at December 31, 2019, an increase
of 27% from consolidated inventories of P29,131.4 million as at December 31, 2018. The increase was
due mainly to the reclassification of lands previously classified as held for future development to
inventories subsequent to the commencement of construction of development projects on such land,
and work in progress inventories relating to high rise building project in Urban Deca Homes Manila
and Urban Deca Homes Oritigas.
The Company’s consolidated due from related parties were P1,230.7 million as at December 31, 2019,
an increase of 22% from consolidated due from related parties of P1,007.7 million as at December 31,
2018.
The Company’s consolidated other current assets were P4,377.8 million as at December 31, 2019, an
increase of 3% from consolidated other current assets of P4,262.1 million as at December 31, 2018,
primarily due to increased advances to contractors in relation to construction of the Company’s
The Company’s consolidated trade and other receivables-net of current portion were P17,790.1
million as at December 31, 2019, an increase from consolidated trade and other receivables-net of
current portion of P17,269.0 million as at December 31, 2018.
The Company’s consolidated property and equipment was P808.5 million as at December 31, 2019, a
decrease of 2% from consolidated property and equipment of P826.5 million as at December 31, 2018.
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The Company’s consolidated investment properties were P313.1 million as at December 31, 2019, an
increase from consolidated investment properties of P183.8 million as at December 31, 2018.
The Company’s consolidated other noncurrent assets were P374.5 million as at December 31, 2019,
an increase from consolidated other noncurrent assets of P312.1 million as at December 31, 2018.
Liabilities
The Company’s consolidated current portion of trade and other payables were P6,438.9 million as at
December 31, 2019, an increase from consolidated current portion of trade and other payables of
P5,703.3 million as at December 31, 2018.
The Company’s consolidated current portion of loans payable were P11,828.2 million as at December
31, 2019, an increase of 63% from the consolidated current portion of loans payable of P7,242.8
million as at December 31, 2018.
The Company’s consolidated deposits from customers were P905.5 million as at December 31, 2019,
an increase of 75% from consolidated deposits from customers of P518.3 million as at December 31,
2018.
The Company’s consolidated due to related parties were P83.8 million as at December 31, 2019, an
increase from consolidated due to related parties of P57.0 million as at December 31, 2018.
Income tax payable
The Company’s consolidated income tax payable was P82.2 million as at December 31, 2019, an
increase from consolidated income tax payable of P65.6 million as at December 31, 2018.
The Company’s consolidated trade and other payables - net of current portion were P1,060.0 million
as at December 31, 2019, an increase from consolidated trade and other payables - net of current
portion of P190.2 million as at December 31, 2018.
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The Company’s consolidated loans payable - net of current portion was P5,756.7 million as at
December 31, 2019, a decrease from consolidated loans payable - net of current portion of P7,764.2
The Company’s consolidated deferred tax liability was P870.0 million as at December 31, 2019, an
increase from consolidated deferred tax liability of P201.2 million as at December 31, 2018. This
deferred tax liability was attributable to provision for income tax resulting from the delay in the
income tax holiday accreditation for certain Company projects. Accreditation for these projects have
since been obtained.
Assets
The Company’s consolidated cash on hand and in banks were P2,143.6 million as at December 31,
2018, an increase of 56% from consolidated cash on hand and in banks of P1,377.4 million as at
December 31, 2017.
at December 31, 2018, a 32% increase from consolidated current portion of trade and other
receivables of P2,390.5 million as at December 31, 2017.
Inventories
and work in progress inventories relating to high rise building project in Urban Deca Homes Manila.
The Company’s consolidated due from related parties were P1,007.7 million as at December 31, 2018,
an increase of 88% from consolidated due from related parties of P535.6 million as at December 31,
2017.
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million as at December 31, 2018, a decrease from consolidated trade and other receivables-net of
current portion of P20,503.1 million as at December 31, 2017. Decrease is mainly due to sale of
receivables to a financial institution in 2018.
The Company’s consolidated property and equipment was P826.5 million as at December 31, 2018,
an increase of 270% from consolidated property and equipment of P309.6 million as at December 31,
2017.
The Company’s consolidated investment properties were P183.8 million as at December 31, 2018, a
decrease from consolidated investment properties of P295.8 million as at December 31, 2017.
Liabilities
31, 2018, an increase of 17% from the consolidated current portion of loans payable of P6,208.5
2017.
The Company’s consolidated due to related parties were P57.0 million as at December 31, 2018, a
decrease from consolidated due to related parties of P131.7 million as at December 31, 2017.
Income tax payable
The Company’s consolidated income tax payable was P65.6 million as at December 31, 2018, a
decrease from consolidated income tax payable of P142.1 million as at December 31, 2017.
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The Company’s consolidated trade and other payables - net of current portion were P190.2 million as
at December 31, 2018, an increase from consolidated trade and other payables - net of current portion
of P144.8 million as at December 31, 2017.
December 31, 2018, a slight increase from consolidated loans payable - net of current portion of
P7,421.9 million as at December 31, 2017. The Company entered into additional loan transactions
during the course of the year to fund its installment contract receivables under the CTS Gold program
as well as construction of its high rose projects.
The Company’s consolidated deferred tax liability was P201.2 million as at December 31, 2018, a
decrease from consolidated deferred tax liability of P461.6 million as at December 31, 2017. This
Assets
The Company’s consolidated cash on hand and in banks were P1,377.4 million as at December 31,
2017, an increase of 96% from consolidated cash on hand and in banks of P703.8 million as at
December 31, 2016.
at December 31, 2017, a 7% increase from consolidated current portion of trade and other receivables
of P2,231.1 million as at December 31, 2016.
Inventories
and work in progress inventories relating to high rise building project in Urban Deca Homes Manila.
The Company’s consolidated due from related parties were P535.6 million as at December 31, 2017,
an increase of 135% from consolidated due from related parties of P228.4 million as at December 31,
2016.
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million as at December 31, 2017, a slight increase from consolidated trade and other receivables-net
of current portion of P20,527.0 million as at December 31, 2016.
The Company’s consolidated property and equipment was P309.6 million as at December 31, 2017,
an increase of 7% from consolidated property and equipment of P288.6 million as at December 31,
2016.
The Company’s consolidated investment properties were P295.8 million as at December 31, 2017, a
decrease from consolidated investment properties of P296.7 million as at December 31, 2016.
Liabilities
31, 2017, a decrease of 9% from the consolidated current portion of loans payable of P6,855.6 million
as at December 31, 2016.
2016.
The Company’s consolidated due to related parties were P131.7 million as at December 31, 2017, an
increase from consolidated due to related parties of P107.1 million as at December 31, 2016.
Income tax payable
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The Company’s consolidated income tax payable was P142.1 million as at December 31, 2017, a
decrease from consolidated income tax payable of P219.4 million as at December 31, 2016.
The Company’s consolidated trade and other payables - net of current portion were P144.8 million as
at December 31, 2017, an increase from consolidated trade and other payables - net of current portion
of P70.2 million as at December 31, 2016.
December 31, 2017, a decrease from consolidated loans payable - net of current portion of P8,195.5
million as at December 31, 2016. The Company entered into additional loan transactions during the
course of the year to fund its installment contract receivables under the CTS Gold program as well as
construction of its high rose projects.
The Company’s consolidated deferred tax liability was P461.6 million as at December 31, 2017, a
decrease from consolidated deferred tax liability of P540.1 million as at December 31, 2016. This
The Company mainly relies on the following sources of liquidity: (1) cash flow from operations, (2)
or to government housing related institutions such as the Home Development Mutual Fund (“Pag-
IBIG”), and (3) financing lines provided by banks. The Company knows of no demands, commitments,
date. The Company does not anticipate having any cash flow or liquidity problems over the next 12
months. The Company is not in breach or default on any loan or other form of indebtedness.
payment and investment requirements for the next 12 months primarily from its operating cash flows,
borrowings and proceeds of the Primary Offer. It may also from time to time seek other sources of
funding, which may include debt or equity financings, depending on its financing needs and market
conditions.
Cash Flows
The following table sets forth selected information from the Company’s consolidated statements of
cash flows for the periods indicated:
67
For the years ended December 31,
2017 2018 2019
₱ ₱ ₱
(Audited)
(millions)
Net Cash From (Used in) Operating
Activities
................................................... 270.8 5,292.0 1,179.3
Net Cash Used in Investing
Activities
................................................... (406.6) (1,703.0) (1,904.6)
Net Cash Provided by Financing
Activities
................................................... 809.4 (2,822.8) (595.0)
Net Increase (Decrease) in Cash on
Hand and in Banks
................................................... 673.6 766.2 (1,320.3)
Cash and Cash Equivalents of
Newly Acquired Subsidiary - - 30.6
Cash on Hand and in Banks at
Beginning of Year
................................................... 703.8 1,377.4 2,143.6
Cash on Hand and in Banks at End
of Year
................................................... 1,377.4 2,143.6 853.9
The revenue generated from its operations, primarily the sale of residential housing units, subdivision
lots and MRB condominium units, primarily affects the Company’s consolidated net cash used in
operating activities. The Company’s consolidated net cash from operating activities were ₱1,179.3
million, for year ended December 31, 2019 and net cash from operating activities ₱5,292.0 million, for
year ended December 31, 2018.
For the year ended December 31, 2019, consolidated net cash flow from operating activities reflected
cash provided by the Company’s operations.
Consolidated net cash flow used in investing activities for the years ended December 31, 2019 and
2018 were ₱1,904.6 million and ₱1,703.0 million, respectively.
For the year ended December 31, 2019, consolidated net cash flow used in investing activities
reflected acquisitions of a new subsidiary and investment properties.
Cash flow used in financing activities
Consolidated net cash flow used in financing activities for the year ended December 31, 2019 and
2018 were ₱595.0 million and ₱2,822.8 million, respectively.
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For the year ended December 31, 2019, consolidated net cash flow used in financing activities was
attributable mainly from the Company’s payment of loans and acquisition of treasury shares.
Key Performance Indicators
The table below sets forth key performance indicators for the Company for the years ended December
31, 2018 and 2019.
As of December 31, 2019 As of December 31, 2018

Key Performance Indicators Audited Audited
Current Ratio 1.72 2.92
Book Value Per Share 5.89 5.19
Debt to Equity Ratio 1.10 1.06
Asset to Equity Ratio 2.10 2.06
Asset to Debt Ratio 1.91 1.94
Gross Income Margin 54.11% 55.03%
Net Income Margin 36.52% 40.51%
Debt Obligations and Facilities
As of December 31, 2019, the Company’s total outstanding indebtedness was P17.6 billion, comprised
of various short-term and long-term loans mainly from local banks, with interest rates ranging from
4.3 to 7.0% per annum in 2019. The Company’s interest rates are either subject to annual repricing or
at variable rates. The Company’s loans payable have maturities ranging from three months to five
years, and are typically secured by receivables under its CTS Gold program, land held for future
development, inventories and various properties of the Company.
Acceleration of Financial Obligations
There are no known events that could trigger a direct or contingent financial obligation that would
have a material effect on the Company’s liquidity, financial condition and results of operations.
Off Balance Sheet Arrangements
As of the date of this report, the Company has no material off-balance sheet transactions,
arrangements, and obligations. The Company also has no unconsolidated subsidiaries.
Income or Losses Arising Outside of Continuing Operations
The Company has no sources of income or loss coming from discontinued operations. All of its
Subsidiaries are expected to continue to contribute to the Company’s operating performance on an
ongoing basis and/or in the future.
Qualitative and Quantitative Disclosure of Market Risk
Credit Risk
The Company is exposed to credit risk from its in-house financing program. Credit risk is the risk of
loss that may occur from the failure of a customer to abide by the terms and conditions of the
customer’s financial contract with the Company, principally the failure to make required payments on
amounts due to the Company. The Company attempts to mitigate credit risk by measuring, monitoring
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and managing the risk for each customer seeking to obtain in-house financing. The Company has a
structured and standardized credit approval process, which includes conducting background and
credit checks on prospective buyers using national credit databases and, where feasible, conducting
physical verification of claims regarding residences and properties owned. From time to time, the
Company utilizes its receivables rediscounting lines with banks and other financial institutions with its
contracts receivables as collateral (“with recourse” transactions) and/or sells installment contract
receivables on a “without recourse” basis.
Liquidity Risk
The Company faces the risk that it will not have sufficient cash flows to meet its operating
requirements and its financing obligations when they come due.
To better manage its liquidity risk as well as improve its cash conversion cycle, the Company currently
has take-out arrangements with PAG-IBIG where it will transfer its receivables under the CTS Gold
program within four (4) years in exchange for cash. The Company has submitted to PAG-IBIG
approximately four thousand seven hundred (4,700) CTS receivables equivalent to approximately
PhP4 billion. These accounts are currently being processed by PAG-IBIG, and at various stages of cycle
completion. The acceptance or rejection of a CTS receivable by PAG-IBIG is based on certain guidelines
of PAG-IBIG such as employment, number of contributions made by the homeowner/PAG-IBIG
member, net disposable income, etc. The Company believes that substantially all of its requests for
take-outs have been accepted by PAG-IBIG.
In addition, the Company also pursues various sustainable strategies to better manage its liquidity
profile. These include the sale to institutions (such as banks or government housing agencies) or the
securitization of portions of the Company’s receivables portfolio.
Interest Rate Risk
Fluctuations in interest rates could negatively affect the margins of the Company in respect of its sales
of receivables and could make it more difficult for the Company to procure new debt on attractive
terms, or at all. The Company currently does not, and does not plan to, engage in interest rate
derivative or swap activity to hedge its exposure to increases in interest rates.
Fluctuations in interest rates also have an effect on demand for the Company’s products. As most of
the Company’s customers obtain some form of financing for their real estate purchases, interest rate
levels could affect the affordability and desirability of the Company’s subdivision lots and housing and
condominium units.
Commodity Risk
As a property developer, the Company is exposed to the risk that prices for construction materials
used to build its properties (including, among others, cement and steel) will increase. These materials
are global commodities whose prices are cyclical in nature and fluctuate in accordance with global
market conditions. The Company is exposed to the risk that it may not be able to pass its increased
costs to its customers, which would lower the Company’s margins. The Company does not engage in
commodity hedging, but attempts to manage commodity risk by requiring its construction and
development contractors to supply raw materials for the relevant construction and development
projects (and bear the risk of price fluctuations).
Seasonality
There is no significant seasonality in the Company’s sales. Delinquencies on the Company’s
receivables from homebuyers tend to increase in the months of June and December. During these
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months, the Company’s customers’ cash flows are impacted by the need to make tuition payments
in June for their children’s schooling and by Christmas Holiday-related expenditures in December.
The Company mitigates this seasonality in collections by instituting credit and collection policies that
encourage homebuyers to prioritize their amortization payments to the Company over other
expenditures. These include incentives (i.e. vouchers for school supplies or Christmas season
shopping at local stores that are given to homebuyers who are timely in their amortization
payments) and remedial measures (i.e. fines for late amortization payments). For the most part, any
spikes in delinquencies in June and December normalize in the succeeding month or two as
homebuyers catch up on their payments.
Submission of Matters to a Vote of Security Holders
There was no matter submitted to a vote of security holders during the period covered by this report,
except for the matters taken up during the Annual Meeting of Stockholders.
F. DIRECTORS AND OFFICERS

Directors
The following are the names, ages, citizenship and periods of service of the directors/independent
directors of the Company who have been nominated for election at the Annual Meeting:
Name Age Citizenship Period during which

such
Mariano D. Martinez, Jr. 66 Filipino July 2012 to present
Luis N. Yu, Jr. 64 Filipino July 2012 to present
Manuel C. Crisostomo** 66 Filipino February 2016 to present
Arlene C. Keh** 57 Filipino August 2012 to present
Manuel S. Delfin 59 Filipino July 2014 to present
Lowell L. Yu 43 Filipino July 2014 to present
Raul Fortunato R. Rocha 67 Filipino July 2014 to present
Richard L. Haosen 57 Filipino July 2014 to present
Ian Norman E. Dato 39 Filipino July 2014 to present
Dominic J. Picone 42 American July 2014 to present
Alexander Ace Sotto 39 Filipino March 2018 to present
Han Jun Siew 39 Malaysian July 2018 to present
Roan Buenaventura-Torregoza 34 Filipino Nominated
** Independent Directors
Other than Ms. Roan Buenaventura-Torregoza, all the foregoing nominees are incumbent directors
who are being nominated for re-election.
Officers
The following are the names, ages, positions, citizenship and periods of service of the incumbent
officers of the Company:
71
Name Age Citizenship Positions Held Period during which
such
Mariano D. Martinez, Jr. 66 Filipino Chairman July 2012 to present
Alexander Ace Sotto* 64 Filipino Acting President / October 2019 to present
Chief Operating January 2018 to present
Officer
Richard L. Haosen 57 Filipino Treasurer and Head December 2015 to
of Treasury present
Roan Buenaventura-Torregoza 34 Filipino Chief Financial December 2015 to
Officer present
Teresa C. Secuya 58 Filipino Compliance Officer September 2012 to
present
Cristina S. Palma Gil- 52 Filipino Corporate Secretary September 2012 to
Fernandez present
Maureen O. Lizarondo-Medina 33 Filipino Assistant Corporate July 2015 to present
Secretary
Patricia Victoria G. Ilagan 44 Filipino Investor Relations April 2017 to present
Officer
* Mr. Sotto’s predecessor-in-interest, Mr. Willibaldo J. Uy, passed away on 15 October 2019. Pending
Directors tasked the chief operating officer (COO), Alexander Ace Sotto, to carry out the duties of a
president in an acting capacity.
Business Experience and Other Directorships
Directors
The business experience of each of the nominees for director and the officers of the Company for the
last five (5) years is as follows:
of 8990 Luzon Housing Development Corp. (2008 to present), and Ceres Homes, Inc. (2002 to present).
He is also the President of Kwantlen Development Corporation (2010 to present), and Fog Horn, Inc.
Management & Collection Services Inc. (2008) and BP Waterworks Incorporated (1997). He is currently
a Board Advisor to the SHDA, the largest industry organization for real estate developers in the
Philippines. He held the positions of Chairman (2001-2002) and President (1999-2001) for the SHDA.
Mr. Martinez holds a Bachelor of Science in Business Management degree from De La Salle College
(1976). Mr. Martinez has more than 30 years of experience managing and heading companies engaged
in Mass Housing subdivision development.
Luis N. Yu, Jr.
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Manuel C. Crisostomo (Independent Director)
Mr. Crisostomo became an independent director of the Company on 29 January 2016. Mr. Crisostomo
was Senior Vice President and CEO of the Home Development Mutual Fund (HDMF) from 2001 to
2002, capping a government career spanning various positions for 25 years. He was the President and
CEO of Firm Builders Realty Development Corporation from 2005 to 2013 and served as National
President and Chairman of SHDA from 2010 to 2011. Mr. Crisostomo has a BS Industrial Engineering
degree from the University of the Philippines and passed the Career Executive Service Officer of the
Civil Service Commission.
Arlene C. Keh (Independent Director)
Lowell L. Yu
Mr. Yu is currently the President of iHoldings Inc. He also holds chairmanship positions at 77 Living
73
as an AVP of Business Development of Earth+Style/Quantuvis Resources. Atty. Yu holds a Masters
degree in Management from the Asian Institute of Management and a Bachelor of Laws from Siliman
University.
of various organizations like Rotary Club of Naga East, Metro Naga Chamber of Commerce and
Industry and Kapisanan ng mga Broadcaster ng Pilipinas (KBP).
Richard L. Haosen
Mr. Haosen is also currently serving as the Head of Treasury of the Company. Prior to his current
positions, he served as the Chief Financial Officer of the Company and the General Manager of the
Treasury for 8990 Housing. Before joining the Company in 2010, he served as the Vice
President/Division Head of the Business Lending Division – Cebu and the Business Lending Group –
Visayas/Mindanao of Metropolitan Bank and Trust Company (MBTC) from 2006 to 2010. He also
served as Unit Head of MBTC Cebu Account Management Unit from 2005 to 2006, and as Account
Officer of MBTC Cebu Downtown Center Branch from 1994 to 2005. Mr. Haosen obtained his license
as a Certified Public Accountant in 1982. He also has a degree in B.S. Commerce, major in Accounting
from the Ateneo de Davao University (1982).
Ian Norman E. Dato
University College of London where he graduated with merit in 2011. He obtained his Juris Doctor
from the Ateneo de Manila University School of Law and a degree in Political Science from the
University of the Philippines Diliman. He is a member of the UCL Alumni Association, International
Visitors Leadership Program Alumni of the U.S. Department of State, and Chevening Alumni of the
Foreign & Commonwealth Office of the United Kingdom.
Dominic J. Picone
Center (UTAC), and CIMB. He is an alternate board member of UTAC Holdings, and serves on the
audit, risk, and compensation committees of BFI Finance. Prior to joining TPG in 2005, Mr. Picone
worked in the Investment Banking Division of Credit Suisse First Boston in Melbourne, primarily
74
focused on mergers and acquisitions in Australia and New Zealand. A native of Australia, he received
a Bachelor of Commerce (Honours – Finance) and a Bachelor of Laws from the University of
Melbourne.
Alexander Ace Sotto
Prior to his appointment as Chief Operations Officer he was the General Manager for Construction of
the Company. He also holds the positions of Governor of the Subdivision and Housing Developers
Association (SHDA) for Visayas and Advisor for the Subdivision and Housing Developers Association
(SHDA) in Central Visayas. He holds a Bachelor of Science degree in Civil Engineering from the
University of San Carlos Technological Center, Talamban, Cebu City in 2002.
Mr. Sotto’s predecessor-in-interest, Mr. Willibaldo J. Uy, passed away on 15 October 2019. Pending
Directors tasked Mr. Sotto to carry out the duties of a president in an acting capacity.
Han Jun Siew
Mr. Han Jun Siew is currently a Senior Vice President in the Investments division of Khazanah Nasional
Berhad, supporting the Financial Institutions Group sector and Philippines coverage. Within Khazanah,
Jun Siew has worked on a wide range of investment projects, particularly in banking, insurance and
reinsurance investments. He joined Khazanah in 2012 with about six (6) years of working experience
in banking, corporate financial and strategy consulting in Malaysia and the region. Jun Siew started his
career in a corporate strategy development role within a Malaysian banking institution. He then
progressed further into corporate finance and strategy consulting in PwC, providing advisory services
in relation to valuation, specialized financial advisory, restructuring, business planning and market
entry for clients in the banking, insurance, construction, plantation and telecommunication sectors
within the ASEAN region. He holds a Bachelor of Business and Commerce (Economics, Banking and
Finance) from Monash University, Australia.
Roan Buenaventura-Torregoza (Nominee)
Ms. Roan Buenaventura-Torregoza, is the Chief Financial Officer of the Company. She assumed the
position of Acting Chief Financial Officer of the Company on 4 December 2015. Prior to her current
position, she served as Deputy Chief Financial Officer, Assistant General Manager for Audit, and
Management Services Manager for 8990 Holdings, Inc. Before joining the Company in 2014, she
served as Account Officer of Wholesale Finance Department of BPI Family Savings Bank, Inc. from 2008
to 2012. Ms. Buenaventura-Torregoza finished her Master in Business Administration Concentration
in Finance from Asian Institute of Management as W. Sycip Graduate School of Business Scholar in
December 2013. She also has a degree in B.S. Business Administration from the University of the
Philippines-Diliman (2007).
Officers
The business experience of each of the officers and executives of the Company for the last five (5)
years is as follows:
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Alexander Ace Sotto

Teresa C. Secuya
Law Offices and has 25 years of experience in corporate and commercial law, with emphasis on the
practice areas of banking, securities and capital markets (equity and debt), corporate reorganizations
and restructurings and real estate. She currently serves as a Corporate Secretary of several large
Philippine corporations, including three (3) other publicly-listed Philippine corporations, as Assistant
Corporate Secretary to one of the largest publicly-listed infrastructure companies in the Philippines.
Maureen O. Lizarondo-Medina
Atty. Maureen Christine O. Lizarondo-Medina assumed the position of Assistant Corporate Secretary
of the Company in July 2015. She graduated cum laude with a degree in Bachelor of Arts, Major in
Political Science, from the University of the Philippines in 2007 and with a Juris Doctor degree, second
honors, from the Ateneo de Manila University in 2011. She is currently a Partner at Picazo Buyco Tan
Fider & Santos Law Offices.
G. MARKET PRICE AND DIVIDENDS
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Market Information
The Company has 5,391,399,020 outstanding common shares. All common shares are listed and
traded principally on the Philippine Stock Exchange, Inc. (“PSE”) as of June 30, 2020. The closing price
as of 30 June 2020 is Php11.96 per share.
The following are the quarterly high and low prices, as well as the closing price of the Company’s
shares traded at the Philippine Stock Exchange, Inc. for the last three (5) years:
2019 2018 2017 2016 2015

High Low Close High Low Close High Low Close High Low Close High Low Close
1st 13.44 8.23 12.84 7.22 6.06 6.60 7.78 6.50 6.80 7.94 6.37 7.79 10.50 6.85 8.70
2nd 16.28 12.90 15.50 7.64 6.42 7.36 6.69 5.93 6.60 8.09 7.36 7.64 9.15 7.08 7.25
3rd 15.86 15.04 15.04 7.49 7.10 7.28 6.60 4.99 5.00 8.28 7.28 7.41 8.05 6.00 6.51
4th 15.06 14.62 14.74 8.10 7.00 8.10 6.79 6.73 6.73 7.67 6.89 7.51 7.44 6.28 7.10
The market capitalization of the Company as of December 31, 2019 was approximately Php
81,335,183,212.8 based on the closing price of Php14.74 per share. As of 30 June 2020, the Company
has a market capitalization of 64,481,132,279.2 based on the closing price Php11.96 per share.
For 2020, the quarterly high and low prices, and the closing price of the Company s shares are as
follows:
2020
High Low Close
1st 14.86 11.96 11.96
2nd 12.00 9.61 9.71
Holders
As of 30 June 2020, the Company’s total outstanding shares entitled to vote consist of 5,391,399,020
common shares, with each share entitled to one (1) vote. As of 30 June 2020, a total of 959,196,978
common shares or 17.79% of the outstanding capital stock of the Company are owned by foreigners.
As of 30 June 2020, there are 34 shareholders on record. The Company is unable to provide an
estimate of the total number of beneficial holders as around 82 dealers in securities have custody of
shares traded in the exchange. The following are the list of the top twenty (20) stockholders of the
Company as of 30 June 2020:
Rank Name of stockholder Nature of Number of Percentage

shares shares
1 Iholdings, Inc. Common 2,183,082,107* 40.49%
2 Kwantlen Development Corporation Common 1,079,621,378** 20.02%
3 PCD Nominee Corporation (Non- Common 959,196,777 17.79%
Filipino)
4 PCD Nominee Corporaiton (Filipino) Common 546,152,432*** 10.13%
5 Luis N. Yu, Jr. Common 258,099,322 4.79%
6 Mariano D. Martinez, Jr. Common 168,916,767 3.13%
7 Unido Capital Holdings Inc. Common 160,549,600 2.98%
8 Willibaldo Maria J. Uy or Hilda J. Uy Common 8,000,000 0.15%
9 Maria Linda B. Martinez Common 2,000,000 0.04%
77
10 Antholin T. Muntuerto Common 300,000 0.01%
11 Mark Werner J. Rosal Common 200,000 Nil
12 Nicolas C. Divinagracia Common 100,000 Nil
13 Ma. Christmas Reniva Nolasco Common 11,500 Nil
14 Ian Norman E. Dato Common 5,001 Nil
15 David Limqueco Kho Common 5,000 Nil
16 Hector A. Sanvictores Common 2,000 Nil
17 Stephen G. Soliven Common 1,500 Nil
18 Jesus San Luis Velencia Common 300 Nil
19 Han Jun Siew Common 100 Nil
20 Shareholders’ Association of the Common 100 Nil
Philippines, Inc.
TOTAL ISSUED AND OUTSTANDING 5,391,398,524 99.99%
Dividends and Dividend Policy
Under Philippine law, dividends may be declared out of a corporation’s Unrestricted Retained Earnings
which shall be payable in cash, in property, or in stock to all stockholders on the basis of outstanding
stock held by them. The amount of retained earnings available for declaration as dividends may be
determined pursuant to regulations issued by the Philippine SEC. The approval of the Board of
Directors is generally sufficient to approve the distribution of dividends, except in the case of stock
dividends which requires the approval of stockholders representing not less than two-thirds of the
outstanding capital stock at a regular or special meeting duly called for the purpose. From time to
time, the Company may reallocate capital among its Subsidiaries depending on its business
requirements.
The Philippine Corporation Code prohibits stock corporations from retaining surplus profits in excess
of 100% of their paid-in capital stock, except when justified by definite corporate expansion projects
or programs approved by the Board of Directors, or when the corporation is prohibited under any loan
agreement with any financial institution or creditor from declaring dividend without its consent, and
such consent has not yet been secured, or when it can be clearly shown that such retention is
necessary under special circumstances obtaining in the corporation.
Limitations and Requirements
Under Philippine law, a corporation can only declare dividends to the extent that it has Unrestricted
Retained Earnings that represent the undistributed earnings of the corporation which have not been
allocated for any managerial, contractual or legal purpose and which are free for distribution to the
shareholders as dividends. A corporation may pay dividends in cash, by the distribution of property or
by the issuance of shares. Stock dividends may only be declared and paid with the approval of
shareholders representing at least two-thirds of the outstanding capital stock of the corporation
voting at a shareholders’ meeting duly called for the purpose.
The Philippine Corporation Code generally requires a Philippine corporation with retained earnings in
excess of 100% of its paid-in capital to declare and distribute as dividends the amount of such surplus.
Notwithstanding this general requirement, a Philippine corporation may retain all or any portion of
such surplus in the following cases: [1] when justified by definite expansion plans approved by the
board of directors of the corporation; [2] when the required consent of any financing institution or
creditor to such distribution has not been secured; [3] when retention is necessary under special
circumstances, such as when there is a need for special reserves for probably contingencies; or [4]
when the non-distribution of dividends is consistent with the policy or requirement of a Government
office.
78
Record Date
Pursuant to existing Philippine SEC rules, cash dividends declared by the Company must have a record
date not less than ten (10) nor more than thirty (30) days from the date of declaration. For stock
dividends, the record date should not be less than ten (10) nor more than thirty (30) days from the
date of the shareholders’ approval, provided however, that the set record date is not to be less than
ten (10) trading days from receipt by the PSE of the notice of declaration of stock dividend. In the
event that a stock dividend is declared in connection with an increase in authorized capital stock, the
corresponding record date is to be fixed by the Philippine SEC.
Dividend History
Listed below are the cash dividends declared and/or paid by the Company.
Common Shares
Amount of
Dividend per Declaration Date Record Date Payment Date
Share
Php0.05 November 4, 2014 November 18, 2014 December 12, 2014
Php0.18
February 17, 2015 March 4, 2015 March 30, 2015
Php0.05
July 27, 2015 August 10, 2015 September 7, 2015
Php0.25 February 1, 2016 February 16, 2016 February 19, 2016
Php0.05 November 7, 2016 November 21, 2016 November 28, 2016
Php0.25 February 6, 2017 February 20, 2017 March 6, 2017
Php0.05 November 20, 2017 November 23, 2017 December 1, 2017
Php0.25 February 14, 2018 February 20, 2018 March 6, 2018
Preferred Shares
Series A Preferred Shares

Amount of
Dividend per Declaration Date Record Date Payment Date
Share
6.0263% per
February 1, 2019 February 18, 2019 March 1, 2019
share
6.0263% February 1, 2019 May 15, 2019 June 1, 2019
per share
6.0263% February 1, 2019 August 15, 2019 September 1, 2019
per share
6.0263% February 1, 2019 November 15, 2019 December 1, 2019
per share
6.0263% February 3, 2020
February 17, 2020 March 1, 2020
per share
6.0263% February 3, 2020 May 15, 2020 June 1, 2020
per share
6.0263% February 3, 2020 August 17, 2020 September 1, 2020
79
per share
6.0263% February 3, 2020 November 16, 2020 December 1, 2020
per share
Dividend Policy
The Company intends to maintain a consistent dividend payout policy based on its consolidated net
income for the preceding fiscal year, subject to the requirements of the applicable laws and
regulations and the absence of circumstances which may restrict the payment of such dividends. In
line with this, during the last Annual Stockholders’ Meeting of 8990 Holdings, Inc. held on July 29,
2013, the stockholders of 8990 Holdings, Inc. approved the adoption of a dividend policy whereby,
subject to available cash and after any capital expenditure requirements, 50% of the Unrestricted
Retained Earnings of 8990 Holdings, Inc. for the preceding fiscal year will be declared as dividends.
The Subsidiaries have not adopted any formal dividend policies. Dividend policies for the Subsidiaries
shall be determined by their respective Boards of Directors.
Recent Issuance of Shares Constituting Exempt Transaction
Not applicable.
H. DISCUSSION ON COMPLIANCE WITH LEADING PRACTICE ON CORPORATE GOVERNANCE
Corporate Governance
The Company submitted its Manual on Corporate Governance to the Philippine SEC on May 31, 2017
in compliance with Philippine SEC Memorandum Circular No. 19 series of 2016. The Company and its
respective directors, officers and employees have complied with the best practices and principles on
good corporate governance as embodied in its Corporate Governance Manual. An evaluation system
has been established by the Company to measure or determine the level of compliance of the Board
of Directors and top-level management with its Manual of Corporate Governance. A copy of the 2017
Integrated Annual Corporate Governance Report of the Company is available in the Company’s official
website.
Independent Directors
The Manual requires the Company to have at least two (2) independent directors in the Board of
Directors, which may be increased to three (3), as when the Board determines it to be necessary.
Subject to approval by the majority of the Board of Directors, the number of independent directors
may be increased to three (3) or such number as to constitute at least one-third (1/3) of the members
of the Board, whichever is higher.
An independent director is defined as a person who:
a. has not been a senior officer or employee of the Company unless there has been a change in
the controlling ownership of the Corporation;
80
b. is not and has not been a director, officer, or employee of the Corporation, its Subsidiaries or
affiliates or related companies during the past three (3) years immediately preceding the date
of his election;
c. has not been appointed in the Corporation, its subsidiaries, associates, affiliates, or related
companies as Chairman “Emeritus,” “Ex-Officio” Directors/Officers, or Members of any
Advisory Board, or otherwise appointed in a capacity to assist the Board in the performance
of its duties and responsibilities within three (3) years immediately preceding his election;
d. is not an owner of more than two percent (2%) of the outstanding shares of the Corporation,
its subsidiaries, associates, affiliates, or related companies;
e. is not a securities broker-dealer of listed companies and registered issuers of securities.

“Securities broker-dealer” refers to any person holding any office of trust and responsibility in
a broker-dealer firm, which includes, among others, a director, officer, principal stockholder,
nominee of the firm to the Exchange, an associated person or salesman, and an authorized
clerk of the broker or dealer;
f. is not retained, either in his personal capacity or through a firm, as a professional adviser,
auditor, consultant, agent, or counsel of the Corporation, any of its related companies or
substantial shareholders, or is otherwise independent of Management and free from any
business or other relationship within the three (3) years immediately preceding the date of
his election;
g. does not engage or has not engaged, whether by himself or with other persons or through a
firm of which he is a partner, director, or substantial shareholder, in any transaction with the
Corporation or any of its related companies or substantial shareholders, other than such
transactions that are conducted at arm’s length and could not materially interfere with or
influence the exercise of his independent judgment;
h. is not affiliated with any non-profit organization that receives significant funding from the
Corporation or any of its related companies or substantial shareholders; and
i. is not employed as an executive officer of another company where any of the Corporation’s
executives serve as directors.
Committees of the Board
The Board of Directors is primarily responsible for the governance of the Company. Corollary to setting
the policies for the accomplishment of the corporate objectives, it shall provide an independent check
on Management. It is the Board’s responsibility to foster long-term success of the Company, and to
sustain its competitiveness and profitability in a manner consistent with its corporate objectives and
the best interests of the shareholders.
The Board created and appointed Board members to each of the committees set forth below. Each
member of the respective committees named below holds office as of the date of this report and will
serve until his successor is elected and qualified.
81
Audit and Risk Management Committee
The Audit and Risk Committee is composed of at least three members of the Board who have
accounting and finance backgrounds, at least one of whom is an independent director and another
with audit experience. The chair of the Audit and Risk Management Committee should be an
independent director.
The Audit Committee has the following functions:
(a) Assist the Board in the performance of its oversight responsibility for the financial reporting
process, system of internal control, audit process and monitoring of compliance with
applicable laws, rules and regulations;
(b) Provide oversight over the management’s activities in managing credit, market, liquidity,
operational, legal and other risks of the Company. This function shall include receiving from
management of information on risk exposures and risk management activities;
(c) Perform oversight functions over the Company’s internal and external auditors. It should
ensure that the internal and external auditors act independently from each other, and that
both auditors are given unrestricted access to all records, properties and personnel to enable
them to perform their respective audit functions;
(d) Review the annual internal audit plan to ensure its conformity with the objectives of the
Company. The plan shall include the audit scope, resources and budget, necessary to
implement it;
(e) Prior to the commencement of the audit, discuss with the external auditor the nature, scope
and expenses of the audit, and ensure proper coordination if more than one audit firm is
involved in the activity to secure proper coverage and minimized duplication of efforts;
(f) Organize an internal audit department, and consider the appointment of an independent
internal auditor and the terms and conditions of it engagement and removal;
(g) Monitor and evaluate the adequacy and effectiveness of the Company’s internal control
system, including financial reporting control and information technology security;
(h) Review the reports submitted by the internal and external auditors;
(i) Review the quarterly, half-year and annual financial statements before their submission to
the Board, with particular focus on the following matters:
(i) Any changes in accounting policies and practices;
(ii) Major judgmental areas;
(iii) Significant adjustments resulting from the audit;
(iv) Going concern assumptions;
(v) Compliance with accounting standards; and
(vi) Compliance with tax, legal and regulatory requirements.
82
(j) Coordinate, monitor and facilitate compliance with laws, rules and regulations;
(k) Evaluate and determine the non-audit work, if any, of the external auditor, and review
periodically the non-audit fees paid to the external auditor in relation to their significance to
the total annual income of the external auditor and to the Company’s overall consultancy
expenses. The Audit Committee shall disallow any non-audit work that will conflict with his
duties as an external auditor or may pose a threat to his independence. The non-audit work,
if allowed, should be disclosed in the Company’s annual report;
(l) Establish and identify the reporting line of the internal auditor to enable him to properly fulfill
his duties and responsibilities. He shall functionally report directly to the Audit Committee.
The Audit Committee shall ensure that, in the performance of the work of the internal auditor,
he shall be free from interference by outside parties.
As of the date of writing, the Audit and Risk Management Committee is chaired by Ms. Arlene C. Keh,
while Mr. Mariano D. Martinez, Jr., Mr. Luis N. Yu, Jr., Mr. Mariano D. Martinez, Jr., Han Jun Siew, and
Mr. Dominic J. Picone serve as its members.
Nominations and Compensation Committee
The Nominations and Compensation Committee is composed of at least three members of the Board,
one of whom is an independent director. The Nominations and Compensation Committee reviews and
evaluates the qualifications of all persons nominated to the Board and other appointments that
require Board approval. The Nominations and Compensation Committee may also establish a formal
and transparent procedure for developing a policy on remuneration of directors and officers to ensure
that their compensation is consistent with the Company’s culture, strategy and the business strategy
in which it operates.
As of the date of this Report, the Nominations and Compensation Committee is chaired by Mr. Manuel
C. Crisostomo, while Mr. Dominic J. Picone and Mr. Willibaldo J. Uy (+) serve as its members.
Corporate Governance Committee
The Corporate Governance Committee is composed of at least three members of the Board, one of
whom is an independent director. The Corporate Governance Committee reviews and evaluates the
compliance of the Company with the Manual and the Philippine SEC Code of Corporate Governance
for Publicly Listing Companies.
The Corporate Governance Committee has the following functions:
a. Oversee the implementation of the corporate governance framework and periodically review
the said framework to ensure that it remains appropriate in light of material changes to the
corporation's size, complexity and business strategy, as well as its business and regulatory
environments;
b. Oversee the periodic performance evaluation of the Board and its committees as well as
executive management, and conduct an annual self-evaluation of its performance;
83
c. Ensure that the results of the Board evaluation are shared, discussed, and that concrete action
plans are developed and implemented to address the identified areas for improvement;
d. Recommend continuing education/training programs for directors, assignment of

tasks/projects to board committees, succession plan for the Board members and senior
officers, and remuneration packages for corporate and individual performance;
e. Adopt corporate governance policies and ensure that these are reviewed and updated
regularly, and consistently implemented in form and substance;
f. Propose and plan relevant trainings for the members of the Board;
g. Determine the nomination and election process for the Corporation’s directors and has the
special duty of defining the general profile of Board members that the Corporation may need
and ensuring appropriate knowledge, competencies, and expertise that complement the
existing skills of the Board; and
h. Establish a formal and transparent procedure to develop a policy for determining the
remuneration of directors and officers that is consistent with the Corporation’s culture and
strategy as well as the business environment in which it operates.
As of the date of this Report, the Corporate Governance Committee is chaired by Mr. Manuel C.
Crisostomo, while Mr. Willibaldo J. Uy (+) and Han Jun Siew serve as its members.
Executive Committee
The Executive Committee shall handle the management of the day-to-day business operations and
affairs of the Company, except with respect to certain actions specifically reserved for Board action.
As of the date of this Report, the Executive Committee is chaired by Mr. Mariano D. Martinez, Jr.,
while Mr. Luis N. Yu, Jr,, Mr. Willibaldo J. Uy (+), and Mr. Richard L. Haosen serve as its members.
The Corporate Secretary
The Corporate Secretary, who should be a Filipino citizen and a resident of the Philippines, is an officer
of the Company. The Corporate Secretary has the following duties and responsibilities:
a. Assist the Board and the Board committees in the conduct of their meetings, including
preparing an annual schedule of Board and committee meetings and the annual Board
calendar and assisting the chairs of the Board and its committees to set agendas for those
meetings;
b. Be responsible for the safekeeping ad preservation of the integrity of the minutes of the
meetings of the Board and its committees, as well as the other official records of the
Corporation;
c. Keep abreast on relevant laws, regulations, all governance issuances, relevant industry
developments, and operations of the Corporation, and advise the Board and the Chairperson
84
on all relevant issues as they arise;
d. Be loyal to the mission, vision and objectives of the Corporation;
e. Work fairly and objectively with the Board, Management and stockholders and contributes to
the flow of information between Board and Management, the Board and its committees, and
the Board and its stakeholders;
f. Advises on the establishment of Board committees and their terms of reference;
g. Informs the members of the Board, in accordance with the by-laws, of the agenda of their
meetings and ensure that the members have before them accurate information that will
enable them to arrive at intelligent decisions on matters that require their approval;
h. Attend all Board meetings, except when justifiable causes, such as, illness, death in the
immediate family and serious accidents, prevent him/her from doing so;
i. Performs required administrative functions;
j. Oversees the drafting of the by-laws, and as and when needed, and ensures that they conform
with regulatory requirements; and
k. Performs such other duties and responsibilities as may be provided by the SEC.
Atty. Cristina S. Palma-Gil Fernandez currently serves as the Company’s Corporate Secretary.
The Compliance Officer
The Compliance Officer is appointed by the Board of Directors and shall directly report to the Chairman
of the Board. The Compliance Officer has the following duties:
a. Ensure proper onboarding of new directors (i.e., orientation on the Corporation’s business,
charter, articles of incorporation and by-laws, among others);
b. Monitor, review, evaluate, and ensure the compliance by the Corporation, its officers, and
directors with relevant laws, the Code of Corporate Governance, rules and regulations and all
governance issuance of regulatory agencies;
c. Report the matter if violations are found and recommend the imposition of appropriate
disciplinary action;
d. Ensure the integrity and accuracy of all documentary submissions to regulatory;
e. Appear before the Commission when summoned in relation to compliance with this Manual;
f. Collaborate with other departments to properly address compliance issues, which may be
subject to investigation;
g. Identify possible areas of compliance issues and work towards the resolution of the same;
h. Ensure the attendance of Board members and key officers to relevant trainings; and
85
i. Perform such other duties and responsibilities as may be provided by the SEC.
Ms. Teresa C. Secuya currently serves as the Company’s Compliance Officer.
Evaluation System and Compliance
As part of its system for monitoring and assessing compliance with the Manual and the Philippine SEC
Code of Corporate Governance for Publicly Listed Companies, each committee is required to report
regularly to the Board of Directors, and the Manual is subject to quarterly review. The Compliance
Officer is responsible for determining and measuring compliance with the Manual and the Philippine
SEC Code of Corporate Governance. Any violation of the Company’s Corporate Governance Manual
shall subject the responsible officer or employee to penalties as provide by law.
The Board shall also conduct an annual self-assessment of its performance, including the performance
of the Chairperson, individual members, and committees. Every three (3) years, the assessment shall
be supported by an external facilitator.
The Board shall also designate a lead director among the independent directors considering that the
Chairperson of the Board is not independent. The appointment of a strong “lead director” among the
independent directors ensures independent views and perspectives. More importantly, it avoids the
abuse of power and authority and potential conflict of interest. This lead director has sufficient
authority to lead the Board in cases where management has clear conflicts of interest.
Disclosure and Transparency
The Company believes that 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 Company or misappropriate its assets.
The Board shall establish corporate disclosure policies and procedures to ensure a comprehensive,
accurate, reliable, and timely report to shareholders and other stakeholders that gives a fair and
complete picture of a Corporation’s financial condition, results, and business operations. The
Company ensures that all material information about the Company which could adversely affect its
viability or the interests of the stockholders be publicly and timely disclosed. In addition to the
compliance with periodic and structural reportorial requirements, the Company ensures that all
material information such as earnings result, acquisition or disposition of assets, off balance sheet
transactions, related party transactions, and direct and indirect remuneration of members of the
Board of Management are timely disclosed to the Securities and Exchange Commission, the Philippine
Stock Exchange, Inc., and to the public through appropriate Exchange mechanism and submissions to
the Commission. The Company likewise updates the public through the Company’s website which is
updated on a regular basis.
86
ANNEX D
COVER SHEET
C S 2 0 0 5 1 1 8 1 6
8 9 9 0 H O L D I N G S , I N C .
(Company's Full Name)
1 1 F L I B E R T Y C E N T E R, 1 0 4 H V D E L A
C O S T A, S A L C E D O V I L L A G E, M A K A T I
(Business Address: No. Street City / Town / Province)
Teresa C. Secuya
(632) 4789659/5333915/5333917
Compliance Officer
Contact Person/s Company Telephone
Number
SEC Form 17-A

1 2 3 1 0 7 2 7
December 31, 2019
Calendar Year Annual Meeting
37 33 4
File Number LCU
Document I.D. Cashier
STAMPS
1
SEC FORM 17-A
ANNUAL REPORT PURSUANT TO SECTION 17

OF THE SECURITIES REGULATION CODE AND SECTION 141
OF THE CORPORATION CODE OF THE PHILIPPINES
• For the fiscal year ended December 31, 2019 (Full Year)
• Commission identification number. CS 2005 11 816
• BIR Tax Identification No 239-508-223-000
• Exact name of issuer as specified in its charter 8990 HOLDINGS, INC.
• Province, country or other jurisdiction of in Company or organization : Metro Manila, Philippines
• Industry Classification Code: (SEC Use Only)
• 11F Liberty Center, 104 HV Dela Costa, Salcedo Village, Makati City, 1200 Philippines
Address of issuer's principal office Postal Code
• Issuer's telephone number, including area code (632) 4789659/5333915/5333917
• Former name, former address and former fiscal year, if changed since last report N/A
• Securities registered pursuant to Sections 8 and 12 of the SRC, or Sections 4 and 8 of the RSA
Number of shares of common stock

Title of each Class outstanding and amount of debt
outstanding
Common 5,517,990,720
Fixed Rate Bonds 9,000,000,000
Preferred Shares 50,000,000
• Are any or all of the securities listed on a Stock Exchange?
Yes [ √ ] No [ ]
If yes, state the name of such Stock Exchange and the class/es of securities listed therein:
Name of Stock Exchange: Philippine Stock Exchange

Class of Securities Listed: Common Shares
1
Class of Securities Listed: Preferred Shares
• Indicate by check mark whether the registrant:
(a) has filed all reports required to be filed by Section 17 of the SRC and SRC Rule 17.1 thereunder
or Section 11 of the RSA and RSA Rule 11(a)-1 thereunder, and Sections 26 and 141 of the
Company Code of the Philippines, during the preceding twelve (12) months (or for such shorter
period the registrant was required to file such reports)
Yes [√ ] No [ ]
(b) has been subject to such filing requirements for the past ninety (90) days.
Yes [ √ ] No [ ]
• State the aggregate market value of the voting stock held by non-affiliates of the registrant. The
aggregate market value shall be computed by reference to the price at which the stock was sold, or the
average bid and asked prices of such stock, as of a specified date within sixty (60) days prior to the date
of filing. If a determination as to whether a particular person or entity is an affiliate cannot be made
without involving unreasonable effort and expense, the aggregate market value of the common stock
held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances,
provided the assumptions are set forth in this Form. (See definition of “affiliate” in “Annex B”).
The aggregate market value of the voting stock held by non-affiliates of the Company as of December 27,
2019, the last trading day for the year is Php20,628,721,048.9 (1,399,506,177 shares @ Php14.74/share).
APPLICABLE ONLY TO ISSUER INVOLVED IN

INSOLVENCY/SUSPENSION OF PAYMENTS PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
• Check whether the issuer has filed all documents and reports required to be filed by Section 17 of the
Code subsequent to the distribution of securities under a plan confirmed by a court or the Commission.
Yes [ ] No [ ] (N/A)
DOCUMENTS INCORPORATED BY REFERENCE
• If any of the following documents are incorporated by reference, briefly describe them and identify the
part of SEC Form 17-A into which the documents is incorporated:
(a) Any annual report to security holders; (N/A)
(b) Any information statement filed pursuant to SRC Rule; (N/A)
(c) Any prospectus filed pursuant to SRC Rule 8.1. (N/A)
2
TABLE OF CONTENTS
PART I Business and General Information

Item 1. Description of Business………………………………………………………………………….….……. 4
Item 2. Description of Properties ………………………………………….......................................... 34
Item 3. Legal Proceedings……………………………………………………………………………………………… 39
Item 4. Submission of Matters to a Vote of Security Holders………………………………… …… 39
PART II Operational and Financial Information

Item 5. Market for Registrant’s Common Equity and Related
Stockholder Matters………………………………………………………………………………………… 39
Item 6. Management Discussion and Analysis of Financial Condition
and Results of Operations………………………………………………………………………………….. 51
Item 7. Consolidated Financial Statements………………………………………………………………….… 66
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures………………………………………………………………………………………….. 66
PART III Control and Compensation Information

Item 9. Directors and Executive Officers………………………………………………………………………… 68
Item 10.Executive Compensation…………………………………………………………………………………… 75
Item 11.Security Ownership of Certain Beneficial Owners
and Management……………………………………………………………………………………………... 76
Item 12. Certain Relationships and Related Transactions………………………………………………. 77
PART IV Corporate Governance

Item 13. Corporate Governance…………………………………………………………………………………….. 78
PART V Exhibits
Item 14. Reports on SEC Form 17-C…………………………………………………………………………………. 78
Item 16. Signatures…………………………………………………………………………………………………………. 88
3
PART I – BUSINESS AND GENERAL INFORMATION
Item 1. Business
Business Development
8990 Holdings, Inc. (“The Company”) is the top property developer in the Philippines for 2015, 2016 and
2017, in terms of take-out value from the Home Development Mutual Fund (“HDMF”). The Company has
been developing Mass Housing Projects in high-growth areas across the Visayas, Mindanao and Luzon since
2003. In doing so, the Company has benefited significantly from the industry experience of its principals who,
prior to the establishment of the Company’s Subsidiaries and through certain 8990 Related Companies,
developed their first Mass Housing project in 1991 in Cagayan de Oro. The Company has built a reputation
of providing quality and affordable homes to consumers in the fast-growing Philippine Mass Housing market.
The Company’s DECA Homes, Urban DECA Homes, and Urban DECA Towers brands have also gained a strong
reputation in the market, resulting in the Company garnering numerous awards such as BCI Asia Top 10
Developers in 2019, Bes Low Cost Housing Developer (National) awarded last March 2017 by Q Asia’s Seal of
Product and Quality Service, Top 10 Developers in the Philippines in 2015 & 2016 by BCI Asia, 2016
Outstanding Developer Low Rise Mass Housing by FIABCI-Philippines, 2015 Best Mid-Cap Firm in the
Philippines by Finance Asia, and 2015 Prestigious Seal Awardee for Best Developer in Low-Cost Housing by
Gawad Sulo Foundation. As of December 31, 2019, the Company has completed Fifty-eight (58) mass housing
projects, and is currently developing Nineteen (19) more mass housing projects. Across these completed and
ongoing projects, the Company has, since 2003, delivered sixty-eight thousand eighty-five units (68,085),
with approximately fifty one thousand (51,000) additional units available for development and sale from
ongoing projects. The Company also has an identified pipeline of three (3) projects scheduled to commence
in 2020 and which in total are expected to provide approximately nine thousand eight hundred (9,800) units
available for sale.
The Company believes that its industry experience has equipped it with the ability to understand the
demands, needs, preferences, means and circumstances of consumers in the Philippine mass housing
market. The Company offers an affordable pricing and payment model, and has developed its CTS in-house
financing program to cater to mass housing market Filipino consumers who do not have the accumulated
savings to pay high down payments for homes, but have sufficient recurring income to support monthly
amortization payments. Under this program, customers only pay a minimal down payment and can quickly
move into their chosen homes. The Company retains ownership of such homes until full payment is made by
the customer. The CTS in-house program is further strengthened by the Company’s strong relationship with
Home Development Mutual Fund (HDMF) otherwise known as PAG-IBIG, the primary Government agency
providing housing financial assistance to Filipinos through the long-established PAG-IBIG loan program. The
Company has structured the CTS program such that the requirements for such product generally mirror the
requirements to avail a PAG-IBIG home loan. This essentially ensures the take-up by PAG-IBIG of such loans
upon application by customers, converting receivables of the Company into cash and lessening the financing
and other risks appurtenant to potential buyer defaults.
Consistent with the Company’s thrust of providing quality and affordable housing units to its customers, the
Company also introduced a pre-cast construction process, which enables it to construct complete residences
ready for move-in much faster than under the conventional concrete cinder block method. Through this
process, the Company is able to construct townhouses and single-storey attached units in just eight (8) to
ten (10) days, with an additional five (5) days for single-storey houses with lofts. The use of this process allows
the Company to realize significant cost savings and enables it to turn over units to its customers in a fast and
efficient way.
In addition to horizontal mass housing subdivision projects, the Company also develops medium-rise building
(“MRB”) condominium projects. The Company began development of its first MRB mass housing project in
Cebu in 2008 and has now expanded the MRB projects in Muntinlupa and in Tondo, Manila.
4
In 2018 and 2019, the Company recorded consolidated revenues from sales of PhP11,745.9 million and
PhP15,276.5 million, respectively, with resulting net income of PhP4,674.9 million and PhP5,578.5 million,
respectively.
Competitive Strengths
The Company considers the following to be its principal competitive strengths:
Favorable market and industry demographics of the Mass Housing sector.
The Company believes that the Mass Housing sector has shown favorable market demographics in recent
years and will continue to do so in the medium- to long-term. Consistent with steadily expanding GDP and
rising consumption and spending domestically, the Company believes that the growing Philippine workforce
is primarily comprised of young individuals with regular cash flows, which will drive continued expansion and
growth in the Philippine housing sector. According to HLURB, from 2001 to 2011, a total of 1,829,165 Mass
Housing units were built; during this same period, however, the backlog for new Mass Housing units was
approximately 3,087,520 units. In addition, according to the SHDA/CRC Report (based on data from HLURB,
HUDCC, United Nations World Population Prospects and the National Statistics Office of the Philippines), by
2030 the total housing need in the Philippines is expected to increase to approximately 6.3 million units,
largely driven by the demand for Mass Housing units at approximately 4.8 million units.
The Company believes that it is squarely positioned to capitalize on the existing housing need and growing
demand for Mass Housing in the Philippines. This is borne out by the Company’s attractive business model
of quick construction and roll-out of quality finished houses with affordable monthly amortizations. The
Company typically rolls out its horizontal housing developments in phases of up to 200 houses, with a typical
phase being completely rolled out after around two months from start of construction. While construction is
ongoing, the Company also simultaneously conducts its marketing and sales campaigns, including reservation
and processing of homebuyer applications. Given that the Company is serving a need-based market segment
within which there is significant demand for housing supply, a substantial number of units are pre-sold prior
to completion of construction. This has resulted in strong sales growth recorded by the Company in recent
years.
Leading Mass Housing developer with established track record and brands for the underserved Mass
Housing segment.
The Company is the largest Mass Housing developer in the Philippines in terms of units licensed under B.P.
220 from 2011 to 2013, according to HLURB. In 2003, the Company launched its projects under the DECA
Homes brand. As of December 31, 2019, the Company has completed 58 Mass Housing projects and is
developing another 19 Mass Housing and MRB projects. As a result of this track record, the Company has
built a reputation of providing quality and affordable homes to consumers in the fast-growing Philippine
Mass Housing market, resulting in the Company garnering numerous awards such as the BCI Asia Top 10
Developers in 2019.
The Company believes that it is one of the few developers dedicated to serving the housing needs of the
Mass Housing segment throughout the Philippines, with most of its direct competitors being smaller regional
Customer-focused product and payment scheme best suited for the Mass Housing market, coupled with
effective collection and risk management policies.
5
The Company believes that its industry experience has equipped it and its management with in-depth
knowledge and understanding of the needs, preferences, means and constraints of the Mass Housing
segment customer base. The Company continuously undertakes demographic analysis of its customer base,
which helps in developing products and payment schemes that are in line with the needs and lifestyles of its
target customers. The Company believes that sustainable affordability is critical in serving the Mass Housing
segment. Accordingly, the Company tailors the house area, lot area and locations of its developments to
deliver housing products where the monthly amortization payments are affordable for its target customers
when compared to monthly rental payments for comparable housing units, hence allowing a smooth
transition from home rental to ownership. Furthermore, the Company’s innovative CTS Gold financing
program typically requires a relatively small upfront payment (normally 2% of the purchase price of the unit,
compared to approximately 10% to 20% equity down payment generally required by other developers). This
allow home buyers to purchase and move into a house without material effect on their savings. Fast and
efficient processing under the CTS Gold financing program, combined with the Company's pre-cast
construction process, translates into the ability to deliver units to customers within a short time frame. This
combination of market knowledge, technical expertise and customer understanding results in a compelling
proposition for the Company’s target Mass Housing segment, which is primarily driven by end-user demand.
To complement and support the CTS financing program, the Company has developed a comprehensive
collection platform comprising policies, structures, systems, organizations and mechanisms focused on
collection efficiency and the mitigation of payment delinquency. The Company proactively approaches
customer credit management, beginning at the point prior to actual sale by conducting in-house
seminars/lectures covering key topics related to purchasing a housing unit such as documentary
requirements, payment structure and credit and legal obligations connected with the housing unit purchase.
The Company has also implemented a comprehensive credit verification process for all potential buyers
looking to purchase housing units under the in-house CTS program, which includes a rigorous and systematic
documentation approval process. In addition, the Company is able to leverage on its previous experience as
collection agent for Pag-IBIG in formulating and implementing highly effective collection processes, including
discontinuing the supply of certain utilities to the unit and/or disallowing certain privileges with respect to
use of the Company’s facilities in the developments. This has resulted in the Company recording estimated
collection efficiency rates, defined as amount collected out of current amount due, of over 93% to 94% since
2011. Moreover, the Company believes that, in part as a result of its collection processes, of the customer
accounts which become delinquent, approximately half become active again within three months of default.
For the remaining half of the delinquencies that ultimately result in default, the Company is able to regain
possession and typically resell the property in due time.
Market innovations with respect to construction processes, which translates into efficiencies and cost-
savings.
The Company has continually invested in innovation to update its building processes and minimize wasted
materials while at the same time maintaining the quality of its products and rapid completion of housing
units. To this end, the Company has developed its own unique building system that makes use of a pre-cast
construction process, enabling the Company to construct and complete housing units and MRBs in a cost-
and time-efficient manner without compromising the quality and standards of the housing units being turned
over to its customers. The utilization of this pre-cast construction process on-site, as opposed to traditional
building methods, likewise results in significant cost reduction for the Company, particularly on labor costs.
The Company believes that these factors help it to achieve and maintain healthy profit margins. Since pre-
cast is manufactured in a controlled casting environment, it is easier to control the mix, placement, and
curing; hence, quality can be monitored easily and wastage, typically a large cost for those still utilizing
traditional construction methods, is significantly reduced. The Company sources cement from the largest
cement manufacturers, which it then blends in-house, together with other additives in specific proportions,
to create its proprietary concrete blend. This concrete mix has a faster curing time than standard concrete
mixes, which allows for faster setting of pre-cast molds, resulting in panels that can withstand approximately
6
four times as much pressure per square inch than traditional cinder block structures. For instance, the recent
7.2 magnitude earthquake, which affected Cebu and Bohol tested the structural strength and quality of the
Company’s projects in the area. The Company commissioned an independent structural engineer to inspect
the units in its affected projects and the inspection indicated that there was only minor superficial damage
and that the units remained structurally stable and fit for occupancy. Through the use of this process, the
Company is able to construct townhouses and single attached units in just eight to 10 days with an additional
five days for single-story houses with lofts.
The Company continuously improves and refines this process and has mastered its efficient implementation
in the field. This construction process is highly scalable and, as such, enables the Company’s high levels of
growth.
Strong relationships with key housing and shelter agencies.
The Company, through its Subsidiaries and Principals, has been recognized by key Government shelter
agencies with respect to its success in the industry. In particular, the Company was recognized by HLURB as
the developer with the most number of subdivision units licensed under B.P. 220 from 2011 to 2013 and was
also recognized as the top property developer in the Philippines for 2015, 2016 and 2017, in terms of take-
out value from the HDMF. In addition, the accreditation of the Company’s projects with the Board of
Investment under the Investments Priorities Plan (“IPP”) allows each accredited project to enjoy certain tax
incentives.
These recognitions demonstrate that the Company has a good reputation and working relationship with key
Government agencies that are essential to any success in the Mass Housing development industry. Pag-IBIG
serves as the primary Government housing financial assistance program in the Philippines, with a statutory
mandate to provide financial assistance for the housing requirements of its members and allot not less than
70% of its available funding for deployment of housing loans to qualified buyers. The Company closely
coordinates with Pag-IBIG to increase the efficiency in Pag-IBIG’s take-up of the Company’s contracts-to-sell
under its CTS Gold in-house financing scheme. The Company has also voluntarily submitted a proposal for it
to be recognized as an authorized collection agent by Pag-IBIG for its home buyers, thus lessening the
manpower needed by Pag-IBIG to follow up and keep accounts current.
Experienced management team with extensive expertise in Mass Housing development.
The Company prides itself in having an experienced management team under the leadership of Mr. Luis Yu,
Jr. (Chairman Emeritus and Founder), Mr. Mariano Martinez, Jr. (Chairman of the Board) and Mr. Willibaldo
J. Uy (President and CEO), who each have extensive experience and in-depth knowledge of the real estate
business, particularly in the Mass Housing market, and span an aggregate of over 90 years in the industry.
The three Principals believe that they have, between them, developed over 80 subdivisions and constructed
over 70,000 housing units on an aggregate of over 850 hectares in major cities such as Cagayan de Oro, Cebu
City, Davao City and Metro Manila. In addition, they have also developed, over the years, positive
relationships with key market participants, including construction companies, regulatory agencies, local
Government agencies and banks. Mr. Yu carries with him over 30 years of experience in the Mass Housing
business. Mr. Martinez has over three decades of experience in the Mass Housing industry and was once the
National President of the Subdivision and Housing Development Association (“SHDA”), the largest national
organization of subdivision and housing developers in the Philippines with over 200 members. Mr. Uy brings
with him over two decades of experience in the development of Mass Housing projects across the country.
Furthermore, he has also been the National Chairman of the SHDA.
Key Strategies
The Company’s overall business strategy, and the key to its current and past success in the Mass Housing
industry, is to deliver with speed and quality the right products (a DECA Homes house or Urban DECA Homes
MRB unit) to its target customers, mainly comprising low to middle income earners able to afford a monthly
7
amortization payment of approximately ₱2,800 (the estimated amortization for a ₱450,000 loan for a
Socialized Housing unit with 6.5% annual interest rate for the first year and a 25-year amortization schedule)
to ₱17,000 (the estimated amortization for a ₱2,000,000 loan with 9% annual interest rate and a 25-year
amortization schedule) under the Company’s in-house financing program, at the right price range (the
estimated amortization for a ₱450,000 to ₱2.0 million per housing/condominium unit).
To further build on its competitive strengths and allow further expansion of its business, the Company is
looking to undertake the following:
• Increase existing coverage and expand geographically.
• Continue to support Mass Housing home ownership via innovative financing products.
• Continue to replenish land bank for development.
• Continue to diversify into new product types.
• Attain increase efficiencies in all facets of its operations and processes.
Increase existing coverage and expand geographically.
The Company intends to further grow its existing Mass Housing revenue base. To accomplish this, the
Company intends to (1) increase the number and variety of projects in the cities in which it currently has
existing developments, as well as to (2) geographically expand into new cities. For example, the Company
has brought to Metro Manila the Urban DECA Homes high-rise building concept in Tondo, Manila, and
Mandaluyong.
Continue to support Mass Housing home ownership via innovative financing products.
The Company seeks to promote increased home ownership in the Mass Housing segment in part by
continuing to develop financing products tailored to the specific needs, requirements and financial situation
of Mass Housing customers. In particular, the Company intends to seek ways to improve on and further
provide flexibility to its CTS Gold financing program, an innovative product developed using the Company’s
experience in the Mass Housing segment, which allows home buyers to move into their chosen homes after
a low down payment and provides affordable monthly amortizations.
Continue to replenish land bank for development.
The Company plans to continue to explore opportunities to replenish its land bank for future developments,
selectively acquiring parcels and properties that meet its requirements for potential projects. The Company
aims to seek out properties located in close proximity to public transportation terminals and major thorough-
fares in cities, and also seeks to locate suitable project sites near developing business centers and high growth
communities across the Philippines.
Continue to diversify into new product types.
The Company plans to supplement its subdivision and MRB offerings by launching two high-rise
condominium projects under the brand “Urban DECA Towers” in the highest density urban areas of Metro
Manila. This concept involves the construction and sale of condominium units that are half the size (i.e.
approximately 13 sq. m.) of typical studio apartments. This project is envisioned to provide a weekday lodging
for low-to-mid-income commuters who typically have to endure two to four hours of daily travel time and
spend up to ₱5,000 each month in transportation costs traveling between their inner-city places of work and
their homes in the outlying neighborhoods of Metro Manila. Key to the success of this concept is the up to
₱7,000 per month price point that works for the Company’s low- to mid-income customers, coupled with the
savings in transportation time and costs that would accrue to the condominium buyers.
Attain increased efficiencies in all facets of its operations and processes.
8
The Company will seek to improve its construction efficiencies in part by adding more mechanization and by
standardizing the sizes of its building components. The Company will also seek to further improve collections
by updating its customer qualification process and improving its delinquency remedial measures. In pursuing
these items, the Company believes that it will be able to lower operating costs even further and improve its
operational efficiency.
The 8990 Group
8990 Group is comprise of the parent, which is also the holding company, 8990 Holdings, Inc. and six (6)
wholly-owned subsidiaries namely: [1] 8990 Housing Development Corporation (8990 Housing); [2] 8990
Luzon Housing Development Corporation (8990 Luzon); [3] 8990 Mindanao Housing Development
Corporation (8990 Mindanao); [4] 8990 Davao Housing Development Corporation (8990 Davao); [5] 8990
Leisure and Resorts Corporation (8990 Leisure); and [6] Fog Horn, Inc. (Fog Horn)
8990 Holdings, Inc. was incorporated and registered with the Philippine Securities and Exchange Commission
(SEC), and was listed in Philippines Stock Exchange (PSE) on July 8, 2005 and October 20, 2010, respectively.
Subsidiaries
The following table presents certain information regarding the Company’s Subsidiaries as of December 31,
2019.
Country of Company’s
Subsidiary incorporation Ownership Interest
8990 Housing ............................................ Philippines 100%

8990 Luzon ............................................... Philippines 100%
8990 Mindanao......................................... Philippines 100%
8990 Davao ............................................... Philippines 100%
8990 Leisure ............................................. Philippines 100%
Fog Horn. .................................................. Philippines 100%
8990 Housing
Established in 2003, 8990 Housing is flagship subsidiary of the Company. Its primary purpose is to own, use,
improve, develop, subdivide, sell, exchange, lease and hold for investment or otherwise, real estate of all
kinds, including buildings, houses, apartments and other structures. 8990 Housing registered with the
Philippine SEC on March 20, 2003. Its principal office address is 8990 Bldg., Negros Street, Cebu Business
Park, Cebu City.
8990 Luzon
8990 Luzon is a corporation duly organized and existing under and by virtue of the laws of the Republic of
the Philippines and registered with the Philippine SEC on October 28, 2008. 8990 Luzon engages in acquiring
by purchase, lease, donation or otherwise, and own, using, improving, developing, subdividing, selling,
kind, together with their appurtenances. The registered principal office address of 8990 Luzon is 2nd Floor
PGMC Bldg., 76 Calbayog St. corner Libertad St., Mandaluyong City.
9
8990 Mindanao
8990 Mindanao is a corporation duly organized and existing under and by virtue of the laws of the Republic
of the Philippines and registered with the Philippine SEC on September 17, 2009. 8990 Mindanao primarily
engages in developing mass housing projects. Its registered principal office address is 8990 Corporation
Center, Quirino Avenue, Davao City. 8990 Mindanao owns certain parcels of land used for the Company’s
8990 Davao
8990 Davao is a corporation duly organized and existing under and by virtue of the laws of the Republic of
the Philippines and registered with the Philippine SEC on September 17, 2009. 8990 Davao primarily engages
in the mass housing development business. Its registered principal office address is 8990 Corporation Center,
Quirino Avenue, Davao City. 8990 Davao owns certain parcels of land used for the Company’s development
projects.
8990 Leisure
8990 Leisure is a corporation duly organized and existing under and by virtue of the laws of the Republic of
the Philippines and registered with the Philippine SEC on November 24, 2009. 8990 Leisure engages in
acquiring, purchasing, holding, managing, developing and selling land with or without buildings or
improvements for such consideration and in such manner or form as the company may determine of as the
law permits, erecting, constructing, altering, managing, operating, leasing in whole or in part, buildings and
tenements of the company or other persons, engages in real estate consultation and management including
identifying, purchasing, conceptualizing, preparing master plans and layouts for land and building
developments, managing the properties of and advising clients, developing or executing plans, undertaking
project management and overseeing construction, except for management of funds, portfolios, securities
and other similar assets. 8990 Leisure owns certain parcels of land used for the Company’s development
projects. 8990 Leisure’s principal office address is 2nd Floor PGMC Bldg., 76 Calbayog St. corner Libertad St.,
Mandaluyong City.
Fog Horn
Fog Horn is a corporation duly organized and existing under and by virtue of the laws of the Republic of the
Philippines and registered with the Philippine SEC on January 14, 2004. Fog Horn engages in acquiring by
kind, together with their appurtenances. Fog Horn’s registered principal office address is located at the 3rd
Floor PGMC Bldg., 76 Calbayog St. corner Libertad St., Mandaluyong City.
Bankruptcy, Receivership and Similar Proceedings
To the best of its knowledge, the Company and its subsidiaries are not subject to any bankruptcy, receivership
and/or similar proceedings.
Material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not
in the ordinary course of business.
On May 15, 2012, IHoldings, Januarius, and Kwantlen purchased 79.5% of the outstanding capital stock of
the Company from certain stockholders of the Company. In compliance with the Republic Act No. 8799, also
known as the Securities Regulation Code of the Philippine (SRC) and the Implementing Rules and Regulation
of the SRC, as amended, (IRRs), a tender offer for all other remaining shares of the Company was conducted,
10
the terms and conditions of which were disclosed through the Tender Offer Report dated June 19, 2012.
Following the lapse of the tender offer period on July 19, 2012, during which no stockholder tendered any
shares, a Final Tender Offer Report dated August 2, 2012 was filed with the Philippine SEC.
On May 29, 2012, prior to the closing of the sale referred to above, the Company transferred all of its assets
to IP Converge Data Services, Inc. (IPCDSI) and subsequently transferred all of its equity interest in IPCDSI to
its parent company at the time, IP Ventures, Inc. (IPVI), and consequently became a shell company.
On July 25, 2012, pursuant to the sale transaction discussed in the immediately preceding paragraph, IPVI
and IPVG Employees, Inc. (IEI) transferred a total of 136,400,000 shares of the Company to IHoldings,
Januarius and Kwantlen through the facilities of the PSE. As a result, IHoldings, Januarius and Kwantlen
acquired ownership, and control over 61.4% of the Company’s total outstanding capital stock. The remaining
40,000,000 shares of the Company acquired pursuant to the sale were transferred through the PSE
immediately upon the lapse of the lock-up period applicable to said shares.
On May 6, 2013, the Company acquired all of the outstanding shares in the Subsidiaries from their respective
shareholders under a Deed of Exchange dated May 6, 2013, as amended and supplemented on June 8, 2013
and, in exchange, agreed to issue a total of 3,968,357,534 shares from the increase of the Company’s
authorized capital stock in favor of the Subsidiaries’ majority shareholders at the time. Consequently, under
a private placement transaction and to ensure continued compliance with Philippine minimum public
ownership requirements of the PSE, the Company applied with the Philippine SEC to: [1] increase its
authorized capital stock to accommodate the foregoing issuance; [2] change the primary purpose of the
Company into a financial holding company; and [3] change its corporate name to “8990 Holdings, Inc.”. The
Philippine SEC approved the application for the foregoing on October 1, 2013.
On February 1, 2019, The Board approved the adoption by the Company of a share buyback program, with
the following terms and conditions: [a] The buyback program shall be for a period of up to eighteen (18)
months from the date of board approval (or until 1 August, 2020), unless period is otherwise shortened by
the Board of Directors; [b] The Company shall be authorized to repurchase up to Php2 Billion worth of
common shares; [c] The Share Buyback Program will not involve any active and widespread solicitation for
stockholders of the Company to sell their shares; [d] The majority/controlling shareholders of the Company
(i.e. Iholdings, Inc. and Kwantlen Development Corporation, as well as their respective controlling
shareholders) will not participate in the Share Buyback Program; [e] The Share Buyback Program will be
implemented in the open market through the trading facilities of the Philippine Stock Exchange; [f] the
Company shall repurchase shares using cash and book them as treasury shares; [g] The share buyback
program will be implemented in an orderly manner and will not (and should not) affect any of the Company’s
prospective and existing projects and investments; [h] any share buyback implemented shall take into
account the need to maintain the liquidity of the Company’s stock in the market, as well as public ownership
requirements; [i] any significant development in the Share Buyback Program will be duly disclosed to the
Securities and Exchange Commission and the Philippine Stock Exchange. The purpose for the Share Buyback
Program is to enhance and improve shareholder value and to manifest confidence in the Company’s value
and prospects through the repurchase of the common shares.
On March 15, 2019, 8990 Holdings, Inc., through its subsidiary 8990 Housing Development Corporation
(“8990 HDC”), entered into a Subscription Agreement with Genvi Development Corporation (“Genvi”), for
the subscription by 8990 HDC of a total of 2,913,128 common shares out of the existing but unissued capital
stock of Genvi, at the subscription price of Two Hundred Ninety-one Million Three Hundred Twelve Thousand
Eight Hundred Pesos (Php 219,312,800.00) in cash. The Subscription Transactions is intended to be the first
phase of the Genvi Acquisition, which was completed through the subscription by 8990 HDC, resulting to
8990 HDC to own approximately 72.83%. 8990 HDC hopes to consolidate its ownership of Genvi by acquiring
the remaining 27.17% of the resulting issued and outstanding capital stock of Genvi following completion of
continuing discussions with the current shareholders of Genvi and confirmation of due diligence findings.
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On June 30, 2019, the second phase of the Genvi Acquisition was completed through the acquisition of the
remaining 27.17% of Genvi by 8990 HDC. The second phase of the transaction was through a separate share
purchase transaction between 8990 HDC and the shareholders of Genvi. The consideration for the second
phase of the transactions was Eight Hundred Million Pesos (Php 800,00,00.00). The completion of the second
phase resulted to 8990 HDC owning 100% of the total issued and outstanding capital stock of Genvi. The
purpose of the acquisition was to allow 8990 Holdings Inc., to expand into other real estate segments, such
as high-end developments.
Business of Issuer
Business segments of the 8990 Group are as follows:

• Construction of low-cost mass housing
• Construction of medium-rise condominium units
• Construction of high-rise condominium units
• Hotel operations
Construction of low-cost mass housing
Under brand name DECA Homes, The Company’s residential subdivisions are located in Cebu, Iloilo, Davao,
Pampanga and Cavite. This is the main business segment of the 8990 Group with widest reach and highest
revenue contribution. About fifty three percent (53%) of revenues in 2017 were from low-cost mass housing
business segments. Refer to Note 21 of the 2017 Audited Consolidated Financial Statements for details.
The Company constructs three (3) types of housing unit namely:

1. Single-storey detached – a residential unit which is situated on its own or in a separate lot without
sharing any walls with another home or building
2. Single-storey attached – a single floor residential unit built in a row of four (4) or more units joined
by a common side walls
3. Townhouse – a two-storey residential unit built in a row of four (4) or more units joined by a common
side walls
Floor areas range from thirty five (35) square meters to one hundred twenty (120) square meters with
corresponding unit price range of four hundred fifty thousand pesos (PhP450,000) to one million two
hundred fifty thousand pesos (PhP1,250,000). Facilities include concrete roads, underground drainage
system, centralized water system, power system, cable and telephone lines, gated entrance with security
personnel, and perimeter fence. Amenities may include Wakeboard Park, swimming pool, basketball court,
clubhouse/multipurpose hall, church, and commercial market.
Construction of medium-rise condominium units
The Company’s medium-rise building (MRB), building with four (4) to five (5) storeys, is marketed under
Urban DECA Homes brand, and with revenue contribution of about twenty six percent (26%) in 2017. The
first MRB project, is located in Mandaue City, Cebu, the Company recently opened its first MRB in Metro
Manila in Sucat, Muntinlupa and there are other MRB projects to be launched in NCR are in the pipeline.
MRB in Cavite was also launched in 2016. Each MRB unit has a floor area of twenty five (25) square meters
to thirty six (36) square meters, with unit price between eight hundred thousand pesos (PhP800,000) to one
million two hundred fifty pesos (PhP2,000,000).
MRB facilities are concrete roads, sidewalks with curbs and gutters, underground drainage system,
centralized water system, power system, cable and telephone lines, gated entrance with security personnel,
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and perimeter fence. On-site leisure amenities may include swimming pool, basketball court,
clubhouse/multipurpose hall and/or park.
Construction of high-rise condominium units
The Company has ventured into high-rise condominium projects under the brand Urban DECA Towers in the
highest density urban areas of Metro Manila. This concept involves the construction and sale of condominium
units that are half the size (approximately 13 sq. m.) of typical studio apartments. A unit would have a
bathroom and a combination sleeping/living/dining area suited for occupancy by a single person or a couple.
Each unit would cost around ₱1,000,000, which equates to initial monthly amortization payments of around
₱8,000 under the Company’s CTS financing product (with typical 25-year term, 9.5% annual interest rate
subject to adjustment after fifth year). The lower floors of the building would contain common areas (i.e.
gym, living-room style lobby, function rooms, etc.) and commercial shopping/dining areas. The buildings are
intended be situated in dense urban neighborhoods with easy access to major transportation routes/facilities
and within easy distance of major white-collar employment centers (i.e., central business districts).
Making use of the “Micro Living” concept, Urban DECA Towers is envisioned to provide weekday
accommodation for low- to mid-income commuters who typically have a two- to four-hour daily commute
and spend up to ₱5,000 each month in transportation costs traveling between their places of work and homes
in the outlying neighborhoods of Metro Manila. Key to the success of this concept is the ₱8,000 per month
or lower amortization price point that has proven to work with the Company’s low- to mid-income customers,
coupled with the savings in transportation time and costs that would accrue to the condominium unit buyers.
Summary of Projects
The tables below summarize the status of the various new and ongoing projects the Company has under its
various Subsidiaries as of December 31, 2019:
Ongoing Projects Type Total units Location

Deca Clark Resort Residences Low cost mass housing 5,166 Pampanga
Deca Clark Resort Residences 12 Low cost mass housing 213 Pampanga
Urban Deca Homes Manila HRB 13,212 Manila
Urban Deca Homes Ortigas HRB 19,046 Pasig
Urban Deca Homes Marilao MRB 3,780 Bulacan
Deca Homes Marilao Extension Low cost mass housing 187 Bulacan
Urban Deca Homes Hampton MRB 1,988 Cavite
Urban Deca Homes Mahogany MRB 448 Cavite
Deca Homes Pavia Resort Residences Low cost mass housing 2,122 Iloilo
Deca Homes Pavia Resort Residences 2 Low cost mass housing 2,987 Iloilo
Deca Homes Sta Barbara (Economic) Low cost mass housing 661 Iloilo
Deca Homes Sta Barbara (Socialized) Low cost mass housing 6,708 Iloilo
Deca Homes Ormoc (Economic) Low cost mass housing 360 Leyte
Deca Homes South of Bacolod (Economic) Low cost mass housing 2,912 Bacolod
Urban Deca Homes Tisa 2 MRB 1,392 Cebu
Deca Homes Mulig (Economic) Low cost mass housing 1,590 Davao
Deca Homes Talomo Low cost mass housing 5,948 Davao
Deca Homes Gensan (socialized) Low cost mass housing 2,530 General Santos
Deca Homes Meycauyan Low cost mass housing 5,178 Bulacan
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Liquidity Management
Financing Options
PAG-IBIG Transfer
The Company may enter into take-out arrangements with Pag-IBIG as needed, where it transfers its CTS
receivables, typically within four years of the loan commencement period, subject to the Company’s
requirements. In 2019, the Company was able to take out ₱4,642 million worth of receivables from Pag-IBIG
Fund. The acceptance or rejection of a CTS receivable by Pag-IBIG is based on certain guidelines such as
employment, number of contributions made by the homeowner/Pag-IBIG member and net disposable
income, among other factors. As a result of the Company’s CTS requirements mirroring those of Pag-IBIG’s,
the Company estimates that substantially all of its historic requests for take-outs have been accepted by Pag-
IBIG. However, in the event that a material number of take-up applications are delayed or even denied, the
Company’s cashflow and recognized revenues could be materially affected. Moreover, the conversion into
cash of the Company’s CTS receivables as a result of take-ups by Pag-IBIG also affects the Company’s results
of operations. As a greater amount of CTS receivables are converted pursuant to the Company’s take-up
arrangements, the Company’s finance income and receivables decrease while its cash balances
Other Receivables Management Options
regularly adopts other measures to manage its level of receivables from its housing sales, as well as to
generate cash necessary for operations. For example, from time to time, the Company enters into loan
arrangements with banks against its receivables portfolio as collateral. In addition, the Company also sells
receivables to banks and other financial institutions on a non-recourse basis. In 2019, a total of ₱7,921 million
worth of receivables were sold to a financial institution. The Company has also begun to explore possible
securitization transactions with respect to its receivables portfolio. The success of any of these receivable
management measures, depending on the amount involved and terms agreed, may affect the Company’s
results of operations in terms of its liquidity and the levels of its receivable assets.
Credit and Collection
The Company has a credit and collection team which is in charge of handling the amortization payments of
buyers. The team is responsible for the timely collection of payments, depositing of post-dated checks and
the eventual remittance of payments to the Company’s treasury group and undertaking remedial measures
for delinquent accounts. The Company has also developed a comprehensive collection platform comprising
policies, structures, systems, organizations and mechanisms focused on collection efficiency and the
mitigation of payment delinquency.
The Company’s credit and collection team is composed of Sixty-eight (68) permanent employees organized
per area of operation. Of the Sixty-eight (68), Eight (8) are supervisors in charge of NCR, North Luzon, South
Luzon, Cebu/Ormoc, Iloilo/Bacolod, and Davao/Gensan, while Sixty-one (60) are employees functioning as
remittance officers, frontline customer service officers and site collection officers. The team is supported
contractual employee who serves as collection officer in the various projects nationwide. These collection
officer ensure enforcement of the Company’s credit and collection policies. In addition, the services of nine
(9) law firms have been retained by the Company to handle the legal side of collection, including the sending
of demand letters, notices of cancellation and the eventual eviction of the delinquent borrower.
Submission of Check Payments
Potential homebuyers of the Company’s housing units are required to submit twenty five (25) post-dated
checks. The first twenty four (24) checks are equivalent to the first twenty four (24) monthly amortization
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payments, while the 25th check represents the outstanding principal balance as of the 25th month and serves
as an assurance that the borrower will again submit another twenty four (24) post-dated checks (equivalent
to the payments for 25th to 48th months) plus another 25th check equivalent to the outstanding principal
balance as of the 49th month. This cycle is repeated until the loan is fully paid at the end of the term. The
excess of the twenty four (24) checks will be deposited if the borrower fails to submit the next set of twenty
five (25) checks.
The Company imposes a PhP2,200 bank penalty fee and a PhP200 fee per bounced check as facilitation and
retrieval fee. Likewise, a fee of PhP200 is charged if the buyer replaces the check with cash paid directly to
the Company.
The Company’s estimated collection efficiency rates for the past nine years are as follows:
Period Performing Accounts Ratio

2008(2) 94%
2009(2) 95%
2010(2) 93%
2011 93%
2012 94%
2013 93%
2014 93%
2015 96%
2016 95%
2017 94%
2018 94%
2019 94%
_________________
Notes:
(2) Prior to 2011, the collection efficiency rates refer to rates for receivables managed on behalf of PAG-IBIG.
In the Company’s experience, through remedial measures, approximately half of the defaulting accounts
usually become current again after a one to three (1 to 3) months payment lag, while the other half of the
defaulting accounts result in the cancellation of the CTS and remarketing of the property. The Company was
able to leverage on its experience and expertise in acting as PAG-IBIG’s collection agent prior to 2011 in the
formulation and execution of its credit and collection policies.
15
Collection Process in the Event of Default
Accounts are considered in default when the buyer fails to pay one (1) monthly amortization, while payments
are considered late if the buyer fails to pay his amortization on the due date. In 2012, approximately four
percent (4%) of all customers, out of the seven percent (7%) of all customers who were in default, updated
their accounts within the first three (3) months of default.
Marketing and Sales
Marketing
The Company believes it has an extensive marketing network. The Company’s marketing and distribution
network consists of approximately two hundred thirty six (236) teams, with twenty eight (28) headed by unit
managers and two hundred eight (208) headed by licensed brokers and with a combined total of more than
three thousand (3,000) active agents. All of the unit managers and the agents under them are exclusively
contracted to the Company. Furthermore, all unit managers are accredited licensed realtors. The Company’s
commission structure and incentive schemes vary relative to the network’s affiliation and sales structure.
The Company’s marketing teams are compensated through commission fees and are provided some
administrative support by the Company. The Company trains its marketing teams monthly on topics including
new Company policies, product information and terms and conditions of sale.
As a marketing strategy, the Company’s sales and marketing teams regularly conduct presentations to
potential clients to inform them of the Company’s products. Mall exhibits have likewise provided the
Company with an effective platform to introduce its product offerings and get leads on prospective buyers.
Another strong source of sales relates to “repeat buyers,” in the form of family members of those who
already own a DECA Home unit.
Moreover, promotional discounts are also offered by the Company to attract buyers and increase their
interest. These include:
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• Cash Discounts. The Company gives discounts upon full payment of the required down payment and
is based on the total contract price of the house and lot package (which price ranges from
PhP450,000 to PhP1.25 million). Cash discount as follows:
Down Payment Fully Paid Within Cash Discount

7 Days 3%
CTS 2018 Sales Process
The CTS Gold product follows a rigorous process of credit verification for all potential buyers. The following
diagram illustrates the process under the CTS Gold product:
Pre- Lot Bis-Unit Documentatio Reservation Documentation Turn-Over of
Qualification Verification Encoding n Approval Payment & Final Review Unit to Buyer
Confirmation
• Pre-Qualification – The buyer provides basic requirements such as valid identification, proof of
income (pay slips, certificate of employment and compensation, bank statements, income tax return,
etc.), signed loan documents and complete post-dated checks.
• Lot Verification – The availability of the unit is verified.
• BIS-Unit Encoding – A unit manager assigns and encodes the buyer’s identification into its system to
avoid double reservation.
• Documentation Approval – A documentation manager submits the buyer’s information folder to a

documentation account officer. The account officer verifies and screens the documents provided by
the borrower. Physical appearance of the buyer is required to verify accuracy of all information
provided. Incomplete documentation folders are sent back to the documentation manager for re-
evaluation.
• Reservation Payment and Confirmation – Reservation payment is paid for by the buyer and
documented by an account officer.
• Documentation Final Review – The documents are sent to a documentation manager for final review.
• Turn-Over of Unit to Buyer – Take-out occurs only when construction of the unit is complete and the
buyer accepts the unit. Attendance to a buyer orientation is required which will cover
documentation, credit and legal obligation, construction and technical discussion.
Suppliers
All of the raw materials used by the Company were sourced from domestic Philippine suppliers. Suppliers are
chosen based on a number of criteria, including the quality of the raw materials supplied, stability of supply
in the past, delivery time, pricing of the raw materials as well as the financial and industrial strength of the
supplier. The Company’s sourcing strategy is to deal with reliable suppliers at the best available price, to
prefer national over local suppliers, and to encourage on-time delivery.
The Company maintains relationships with over two hundred (200) suppliers. For the year ended December
31, 2019, the Company’s five (5) largest raw materials suppliers in aggregate accounted for approximately
forty (40%) of the Company’s total amount of purchases.
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Customers
The Company mainly focuses on serving the needs of the mass housing market. Specifically, the Company
targets (a) the upper-end of the lower class segment of society and (b) the lower-end of the middle class
segment of society. The Company’s target market primarily consists of buyers who are gainfully employed
(such as government employees, business processing operations (BPO) employees, manufacturing workers,
etc.). In 2019, these account for approximately ninety-four percent (94%) of the Company’s horizontal unit
buyers, and ninety-five percent (95%) for buyers of vertical developments. Self-employed (i.e., tending to
their own businesses), accounts for the remaining six percent (6%) and five percent (5%), respectively. The
Company likewise caters to OFWs, which, for many years, have played an important role in keeping the
Philippine economy afloat through their remittances that help fuel consumption, specifically real-estate
purchases.
Customer Service and Warranties
The Company believes it is important to ensure that quality service is afforded to homebuyers throughout
and after the relevant sales period. Customer service employees oversee pre-delivery quality control
inspections and respond to post-delivery customer needs. The Company responds to customer requests
during the construction phase and coordinates the legal requirements that customers must comply with
when making a purchase, including signing deeds, obtaining permits, and securing funding.
Under the terms of the Company’s CTS contracts, buyers may seek repairs for patent (i.e., observable) defects
in new homes prior to their acceptance of the residential unit. If the defect is latent (i.e., non-observable),
customers may seek repairs within one (1) year from the date the housing unit was turned over to them for
occupancy.
In addition to the foregoing contractual warranties, the Company may be subject to additional liabilities
arising from construction defects under Philippine law. However, the Company has historically spent
immaterial amounts on claims from customers for construction or other defects.
Competition
The Company believes it does not have significant direct competition from national (i.e. Metro Manila-based)
real-estate developers for low cost housing projects within its price range (i.e. PhP450,000 to PhP2.0 million
per housing unit). Although competitors with nationwide scope, such as Amaia Land Corporation, a subsidiary
of Ayala Land, Inc.; Century Limitless Corporation, a subsidiary of Century Properties Group, Inc.; Filinvest
Land, Inc., under the “Futura Homes” brand; Suntrust Properties, Inc., a subsidiary of Megaworld
Corporation; Robinsons Land Corporation, under the “Robinsons Communities” brand; Summerhills Home
Development Corporation, a subsidiary of SM Prime Holdings, Inc.; and Vista Land, under the “Camella
Homes” brand, do undertake affordable housing projects, they do so at a higher price range (i.e. PhP1.5
million and up), which is a different market from that of the Company’s.
The Company has direct competitors at the local/regional level that sell housing units within its PhP450,000
to PhP2.0 million price range. These include: Johndorf and ProHomes in Cebu; Foothills Development
Corporation and HLC Development Corporation in Davao; ProFriends, Ion Realty, Happy Homes and San
Raphael Realty in Iloilo; Hausland, Fiesta Communities and El Valerio Realty in Pampanga; and ProFriends,
Homemark Development, Picar Development, Rudex, Masaito and New APEC in Cavite.
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Employees
As of the date of this report, the Company has a total of Four Hundred Sixty-one (461) employees. This is
broken down as follows:
Number of
Function Employees
Managers 58
...........................................................................................................................................................................................................
Accounting Staff 62
...........................................................................................................................................................................................................
Conversion Staff 35
...........................................................................................................................................................................................................
Credit & Collection Staff 68
...........................................................................................................................................................................................................
Documentation Staff 70
...........................................................................................................................................................................................................
Human Resources/Administrative Assistant 43
...........................................................................................................................................................................................................
Management Information Systems Staff 14
...........................................................................................................................................................................................................
Planning/Engineering Staff 59
...........................................................................................................................................................................................................
Audit ……………………………………………………………………………………………………………………………………………………………………………………………. 4
Pre-Docs ………………………………………………………………………………………………………………………………………………………………………………………. 16
Treasury ……………………………………………………………………………………………………………………………………………………………………………………….. 4
Records Management ………………………………………………………………………………………………………………………………………………………………… 9
Materials & Procurement …………………………………………………………………………………………………………………………………………………………… 7
Condo Corp/HOA………………………………………………………………………………………………………………………………………………………………………… 5
Receivables Management……………………………………………………………………………………………………………………………………………………………… 6
Legal……………………… …………………………………………………………………………………………………………………………………………………………………… 1
Total Employees as of 2019 461
Furthermore, to date, there is no existing collective bargaining agreement between the Company and its
employees, and the Company’s employees are not part of any labor union. The Company has not experienced
any disruptive labor disputes, strikes or threats of strikes, and management believes that the Company’s
relationship with its employee in general is satisfactory. The Company complies with minimum compensation
and benefits standards as well as all other applicable labor and employment regulations.
Intellectual Property
The Company is in the process of registering “DECA Homes”, “Urban DECA Homes” and “Urban DECA Towers”
as brand names with the Intellectual Property Office. These trademarks are important in the aggregate
because name recognition and exclusivity of use are contributing factors to the success of the Company’s
and its Subsidiaries’ property developments. In the Philippines, certificates of registration of a trademark
filed with the Philippine Intellectual Property Office prior to the effective date of the Philippine Intellectual
Property Code in 1998 are generally effective for a period of 20 years from the date of the certificate, while
those filed after the Philippine Intellectual Property Code became effective are generally effective for a
shorter period of 10 years, unless terminated earlier.
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Health, Safety and Environment
The Company regards occupational health and safety as one of its most important corporate and social
regulations. The Company maintains various environmental protection systems and conducts regular
trainings on environment, health and safety.
Insurance
The Company has insurance coverage that is required in the Philippines for real and personal property.
Subject to the customary deductibles and exclusions, the Company carries all-risks insurance during the
project construction stage. The Company also requires all of its purchasers to carry fire insurance and sales
insurance.
Risks Relating to the Companies Business
The recent COVID-19 global pandemic has had and is expected to continue to have an adverse effect on the
Company’s business and operations.
COVID-19, an infectious disease that was first reported to have been transmitted to humans in late 2019, has
spread globally over the course of 2020, and in March 2020 it was declared as a pandemic by the World
Health Organization. As of 30 June 2020, there have been over ten million confirmed cases worldwide.
Countries have taken measures in varying degrees to contain the spread, including social distancing
measures, community quarantine, suspension of operations of non-essential businesses, and travel
restrictions.
In the Philippines, President Rodrigo Duterte declared the entire Luzon island under total lockdown
(Enhanced Community Quarantine or ECQ) on 16 March 2020, which restricted the movement of the
population with certain exceptions, in response to the increasing number of COVID-19 cases in the country.
Among the lockdown measures implemented include suspension of work or alternative working
arrangements in the private sector except in establishments providing basic necessities, suspension of mass
transport facilities, and travel restrictions.
ECQ was originally set to end by 12 April 2020 but has been first extended to 30 April 2020 then to 15 May
2020. Lockdown was further extended for some areas including Metro Manila and Cebu to 31 May 2020
under the Modified Enhanced Community Quarantine (MECQ) while some regions were placed under either
General Community Quarantine (GCQ) or Modified General Community Quarantine (MGCQ). On 1 June 2020,
quarantine measures were relaxed and Metro Manila was placed under GCQ. On 16 June 2020, Cebu City
was again placed under total lockdown following the rise of COVID-19 cases in the region. While quarantine
measures continue to be eased nationwide, there can be no assurance that ECQ or similar measures will not
be re-imposed.
In addition, Congress enacted Republic Act No. 11469 or the “Bayanihan to Heal As One Act”, which granted
the President the power to provide for a minimum of thirty (30)-days grace period on residential rents which
fell due during the ECQ, without incurring penalties, interests, and other charges. In relation thereto, the
Department of Trade and Industry (DTI) issued a Memorandum Circular No. 20-12, which provided that
residential rents and commercial rents for Micro, Small and Medium Enterprises (MSMEs) that have stopped
operating during the ECQ shall be entitled to the grace period. The cumulative amount of rents shall be
spread out or equally amortized in the six months following the end of the ECQ and shall be added to the
rent dues on these succeeding months without penalties, interest, fees, and charges.
20
The Bayanihan to Heal as One Act also provided the President the power to direct financial institutions,
including the Pag-Ibig Fund, to implement a grace period for the payment of housing loans, among others.
The implementing rules provide that the mandatory grace period should be at least thirty (30) days, which is
automatically extended if the ECQ period is extended.
The curtailed economic activity brought about by the quarantine measures caused decreases in consumer
purchasing power and has resulted in significant drops in demand for housing and other real properties,
which in turn affect the revenues targets of the Company and its subsidiaries. The COVID-19 pandemic has
also (i) disrupted the global supply chains of materials, facilities and other products through the effects of
travel restrictions, quarantines, closure of factories and facilities, and political, social, and economic
instability; (ii) increased volatility or caused disruption of global financial markets and affected businesses’
capabilities of accessing capital markets and other funding resources on favourable or acceptable terms; and
(iii) resulted in social and political instability. The COVID-19 pandemic has also affected and continues to
affect the employment of migrant Filipinos, who largely contribute to the demand for the Company’s
projects. As the situation evolves, these indirect impacts may become more significant and could also have a
severe adverse impact on the Company’s and its subsidiaries’ operation and cash flow.
The extend to which the COVID-19 pandemic impacts the Company will depend on future developments,
including the timeliness and effectiveness of actions taken or not taken to contain and migrate the effects of
COVID-19 pandemic adversely affects the business and financial results of the Company and its subsidiaries,
it may also have the effect of heightening many of the other risks described in this Information memorandum
and thus adversely affecting the Company’s operational and capabilities of repaying the Notes.
All of the Company's business activities are conducted in the Philippines, which exposes the Company to
risks associated with the Philippines, including the performance of the Philippine economy.
Historically, the Company has derived primarily all of its revenue from the sale of real estate assets in the
Philippines and its business is highly dependent on the state of the Philippine economy. Demand for, and
prevailing prices of real estate assets are directly related to the strength of the Philippine economy (including
overall growth levels and interest rates), the overall levels of business activity in the Philippines, the overall
employment levels in the Philippines and the amount of remittances received from OFs. Historically, the
Philippines has periodically experienced economic downturns. For example, the general slowdown of the
global economy in 2008 and 2009 had a negative effect on the Philippine economy, which in turn had a
negative effect on the Philippine property market as property sales declined.
There is no assurance that there will not be a recurrence of an economic slowdown in the Philippines. Factors
that may adversely affect the Philippine economy include:
• decreases in business, industrial, manufacturing or financial activity in the Philippines or in the global
market;
• decreases in the amount of remittances received from OFs;
• decreases in or changes in consumption habits in the Philippines;
• decreases in property values;
• scarcity of credit or other financing, resulting in lower demand for products and services provided by
companies in the Philippines or in the global market;
• the sovereign credit ratings of the Philippines;
• exchange rate fluctuations;
21
• a prolonged period of inflation or increase in interest rates;
• changes in the Government's taxation policies;
• natural disasters, including typhoons, earthquakes, fires, floods and similar events;
• political instability, terrorism or military conflict in the Philippines, other countries in the region or
globally; and
• other regulatory, political or economic developments in or affecting the Philippines.
The Philippines is currently expecting an economic downturn following the Taal volcano eruption in January
and the COVID-19 pandemic and the resultant lockdown. The country’s gross domestic product contracted
0.2% in the first quarter of 2020 and is expecting a bleaker outlook in the second quarter when lockdowns
were in full swing in many areas and economic activities were still constrained. A global recession is also
predicted for the year 2020 as the economic effects of the COVID-19 pandemic are felt in other countries,
which also adversely affect the Philippine economy.
Further, considerable economic and political uncertainties currently exist in the Philippines that could have
adverse effects on consumer spending habits, construction costs, availability of labor and materials and other
factors affecting the Company’s business.
To mitigate this risk, the Company intends to further grow its existing Mass Housing revenue base; promote
increased home ownership in the Mass Housing segment through the development of financing projects
tailored to specific needs, requirements and financial situation of its Mass Housing customers; diversify into
new product types to supplement its subdivision and MRB offerings; and increase efficiencies in all facets of
its operations and processes.
The Company is exposed to risks associated with its in-house financing activities, including the risk of
customer default, and it may not be able to sustain its in-house financing program.
The Company provides a substantial amount of in-house financing to its customers via its CTS program. As a
result, and particularly during periods when the unemployment rate rises or when the overall level of
overseas remittances decline, the Company faces the risk that a greater number of customers who utilize the
Company’s in-house financing facilities will default on their payment obligations, which would require the
Company to incur expenses such as those relating to sales cancellations and eviction of occupants, additional
expenses caused by delinquent accounts, a disruption in cash inflows, risk of holding additional inventory in
its balance sheets and reduced finance income.
In addition, in instances where various customer receivables have been given as collateral for the Company’s
financing arrangements with banks or in instances where sales of receivables are made with recourse to the
Company, a default in these receivables would require the Company to either pay down the corresponding
balance on the loan, or replace the defaulting receivable with another from its portfolio. There can be no
guarantee that the Company will not be asked to pay cash for these defaulting obligations in the future. In
such an event, the defaulting receivable would also be assigned back to the Company, and there can also be
no guarantee that the Company will be able to resell the mass housing unit underlying the receivable easily
or at all. If the number of and amount involved in any defaults are significant, the Company’s financial
position and liquidity may be adversely affected.
Moreover, other cheaper financing options may become available and if customers choose to obtain
financing from other sources, such as banks and other financial institutions, this would result in a decline in
the income the Company derives from interest due on in-house financing. The inability of the Company to
22
sustain its in-house financing activities could have a material adverse effect on the Company’s business,
financial condition and results of operations.
The Company makes it a point to turn over the housing unit to the buyer as soon as the unit is finished and
the minimal required equity is paid in order to create a sense of ownership. This has been proven effective
in avoiding defaults.
The Company will be in a better position in cases where cheap financing options would be available to the
buyers as this will immediately result to cash payments rather than long term receivables, hence, will be able
to have readily available funds to build new inventories for sale, and would not need to avail of any external
financing be it from creditors or equity holders.
The Company’s liquidity and financial results are affected by PAG-IBIG’s willingness to process loan take-
ups and the expediency by which PAG-IBIG processes these take-ups.
Under its business and operating model, the Company typically provides in-house financing to its customers
via its CTS Gold financing team upon the initial purchase of a potential home. From time to time, the Company
requires the prospective purchaser to apply with PAG-IBIG for take-up of the loan obligation. Should PAG-
IBIG grant the prospective buyer’s application, PAG-IBIG would then grant a home loan to the prospective
buyer, who in turn would use the loan to pay the purchase price of the mass housing unit to the Company.
However, due to the number of applications pending with PAG-IBIG at any one time, there are often delays
in the processing of these loan take-ups. Furthermore, PAG-IBIG may also deny loans for various reasons,
such as incomplete documents, among others. In addition, other factors, such as review of titles by banks
that purchase receivables from the Company, may also delay the financing process. Depending on the degree
of any such delays or denials, and the amounts of the loans and number of customers involved, these could
have a material adverse effect on the Company’s liquidity because the loans would be retained on the
Company’s books as receivables and delay its cashflow. Moreover, in the event that PAG-IBIG completely
ceases the take-up of these loans, the Company would have to keep these loans for a significant portion of
time and may encounter difficulty in selling these loans to other financial institutions. Any of these events
may have a material adverse effect on the Company’s financial condition and results of operations.
The Company has put in place a team dedicated to process loan take outs from PAG-IBIG to be able to turn
around the receivables from the buyers at the least possible time, and arrest possible liquidity problems.
Credit evaluation of the Company also matches that of PAG-IBIG to further minimize the instances of rejected
loan take outs.
The Company is currently in the process of updating its accounting systems and other internal controls.
As an organization which recently underwent a corporate reorganization and that is now subject to the
reporting requirements for listed companies, the Company is currently updating and streamlining its overall
operational systems and controls. Notably, the Company is implementing upgrades to its management
information systems and processes with respect to accounting controls, documentation and internal
reporting. As such, the Company may experience difficulties in the implementation of these new systems and
processes organization-wide, and may not be able to effectively integrate these upgrades and new systems
across its Subsidiaries. In addition, there can be no assurance that the implementation of these system
upgrades will produce the desired improvements in timeliness and quality of the Company’s reporting and
internal controls. Any failure of the Company to properly upgrade and implement these systems, or to
effectively integrate these changes across the entire organization, may not produce the desired efficiencies
or may result in imprecise reporting of the Company’s accounts and results, which may in turn have a material
adverse effect on its results of operation and financial condition.
The Company entered into a service agreement with BPO International (BPOI) to handle its bookkeeping
requirements including preparation of financial reports such as balance sheets, Income Statement and
23
Statement of Cashflow, and conduct bank reconciliation on a regular basis. This move allows the Company
to produce accurate and reliable financial reports as the team is dedicatedly engaged to do so. Moreover,
the prepared financial reports by BPOI will be reviewed by the Company’s accounting group prior finalization.
Despite the involvement of BPOI in the Company’s financial reporting, internal finance and accounting group
manpower is retained, if not beefed up, to be able to successfully handle growing volume of financial
transactions brought about by the exponential growth of the business.
The real estate industry in the Philippines is capital intensive, and the Company may be unable to readily
raise necessary amounts of funding to acquire new land or complete existing projects.
The real estate industry in the Philippines is capital intensive, and market players are required to incur
significant expenditures to acquire land for development, complete existing projects and commence
construction on new developments. For the years 2017, 2018 and 2019, the Company spent ₱1,323,920,834,
₱1,891,910,627 and ₱2,120,652,237, respectively, for land banking expenditures for its real estate
Historically, the Company has funded a significant portion of its capital expenditure requirements as well as
steady growth from external sources of finance; however, it may also fund such requirements through other
means, such as equity sales, among others, in the future. There can be no assurance that, to complete its
planned projects or satisfy its other liquidity and capital resources requirements, the Company will be able
to obtain sufficient funds at acceptable rates to fund its capital expenditure requirements, or that iw ill be
able to obtain sufficient funds at all. Failure to obtain the requisite funds could delay or prevent the
acquisition of land, completion of old projects or commencement of new projects and materially and
To mitigate this risk, the Company maintains strong relationship with key housing and shelter agencies. It
may also obtain financing from capital markets.
A portion of demand for the Company's products is from OFWs, which exposes the Company to risks
relating to the performance of the economies of the countries where these potential customers are located.
Sales to OFs, including OFWs and Filipino expatriates, generate a portion of the demand for the Company’s
housing and land development projects. A number of factors could lead to, among other effects, reduced
remittances from OFWs, a reduction in the number of OFs or a reduction in the purchasing power of OFs.
These include:
• an appreciation of the Philippine peso, which would result in decreased value of the other currencies
transmitted by OFWs;
• a downturn in the economic performance of the countries and regions where a significant number
of these potential customers are located, such as the United States, Italy, the United Kingdom,
Singapore, Hong Kong, Japan and the Middle East;
• a change in Government regulations that currently exempt the income of OFWs from taxation in the
Philippines;
• the imposition of restrictions by the Government on the deployment of OFWs to particular countries
or regions, such as the Middle East; and
• restrictions imposed by other countries on the entry or the continued employment of foreign
workers.
As an example, the Company believes that the global economic downturn of 2008 resulted in OFW
remittances tending to be used for basic family expenses or savings and bank deposits rather than for
24
investing in or purchasing real estate. In addition, turmoil in the Middle East and North Africa have resulted
in OFs being repatriated from these regions and losing their steady sources of income. Currently, the
constrained economic activities brought by the COVID-19 has resulted in mass layoffs and repatriation of
thousands of OFWs. These events adversely affect demand for the Company’s projects from OFs, which could
To mitigate this risk the Company relies on Management’s extensive experience and in-depth knowledge of
the real estate business, particularly in the Mass Housing market. The Company has also adopted strategies,
among others, to increase its existing coverage and grow geographically.
The Company’s focus on residential housing and land development exposes it to sector-specific risks,
including competition in the Philippine residential real estate industry.
The housing market involves significant risks distinct from those involved in the ownership and operation of
established properties, including the risk that the Company may invest significant time and money in a project
that may not attract sufficient levels of demand in terms of anticipated sales and which may not be
commercially viable. The Company’s results of operations are therefore dependent, and are expected to
continue to be dependent, on the continued success of its residential and land development projects.
Additionally, the Philippine residential real estate industry is highly competitive. The Company’s income from,
and market values of, its real estate projects are largely dependent on these projects’ popularity when
compared to similar types of projects in their areas, as well as on the ability of the Company to correctly
gauge the market for its projects. Important factors that could affect the Company’s ability to effectively
compete include a project’s relative location versus that of its competitors, particularly to transportation
facilities and commercial centers, the quality of the housing and related facilities offered by the Company,
price and payment terms of the project, available financing for the project and the overall attractiveness of
the project. The time and costs involved in completing the development and construction of residential
projects can be affected by many factors, including shortages of materials, equipment and labor, adverse
weather conditions, natural disasters, labor disputes with contractors and subcontractors, and the
occurrence of other unforeseeable circumstances. Any of these factors could result in project delays and cost
overruns, which could negatively affect the Company’s margins. Moreover, failure by the Company to
complete construction of a project to its planned specification or schedule may result in contractual liabilities
to purchasers and lower returns, all of which could have a material adverse effect on the Company’s business,
financial condition and results of operations.
The Company believes that it is one of the few developers dedicated to serve the housing needs of the mass
housing segment throughout the Philippines, with most of its direct competitors being smaller regional
Historically low interest rates, expansion in overall liquidity, extensive construction of housing units and
other factors could lead to the risk of formation of asset bubbles in real estate.
For the past several years central banks globally, including the BSP, have kept overall interest rates at
historically low levels for an extended period of time. This has occurred in conjunction with recent high levels
of liquidity in the Philippines owing to strong and growing remittances from OFWs, the expansion of
consumer credit provided by banks, the expiry of the BSP’s requirement for banks to maintain special deposit
accounts and strong inflows of foreign investments, among other factors. In addition, the pace of real estate
construction, particularly for housing in and surrounding Metro Manila and other urban areas, has likewise
been strong by historical standards. All these have increased the risk that rising prices may not be sustainable,
particularly in the real estate sector. If rising prices are not sustained, the results could have a material
adverse effect on the Company’s business, financial condition and results of operations.
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The Company is confident in the efforts of the BSP to control inflation and prevent the formation of asset
bubbles in real estate. The country also has a very young demographic profile benefitting from rising
disposable income. The Company believes that the Mass Housing sector has shown favorable market
demographics in recent years and will continue to do so in the medium- to long-term. The Company also has
an experienced management team to mitigate this risk.
Competition for the acquisition of land for new projects and risks relating to the management of its land
bank, including fluctuations in demand and prices, may adversely affect the Company’s business.
The Company’s future growth and development are dependent, in part, on its ability to acquire additional
tracts of land suitable for the Company’s future real estate projects. When the Company attempts to locate
sites for development, it may experience difficulty locating parcels of land of suitable size in locations and at
prices acceptable to the Company, particularly parcels of land located in areas surrounding Metro Manila and
in other urban areas throughout the Philippines. In the event the Company is unable to acquire suitable land
at prices and in locations that could translate into reasonable returns, or at all, its growth prospects could be
limited and its business and results of operations could be adversely affected.
In addition, the risks inherent in purchasing and developing land increase as consumer demand for residential
real estate decreases. The market value of land, subdivision lots and housing inventories can fluctuate
significantly as a result of changing market conditions. There can be no assurance that the measures the
Company employs to manage land inventory risks will be successful. In the event of significant changes in
economic, political, security or market conditions, the Company may have to sell subdivision lots and housing
and condominium units at significantly lower margins or at a loss. Changes in economic or market conditions
may also require the Company to defer the commencement of housing and land development projects. Any
of the foregoing events would have a material adverse effect on the Company’s business, financial condition
To mitigate this risk the Company relies on Management’s extensive experience and a strategy of
replenishing its land bank for future developments, selectively acquiring parcels and properties that meet its
requirements for potential projects.
The Company, at the end of 2019, has significant land held for future development with aggregate value of
PhP13,355.1 million. The Company believes that this land held for future development is enough to satisfy
the needs for five (5) to eight (8) years. The Company intends to continue to look for land in various parts of
the Philippines for future development.
There can be no assurance that the Company will not suffer from substantial sales cancellations. The
Company faces certain risks related to the cancellation of sales involving its residential projects and, if the
Company were to experience a material number of sales cancellations, the Company’s historical revenue
would be overstated.
As a developer and seller of residential real estate, the Company’s business, financial condition and results
of operations could be adversely affected in the event a material number of horizontal subdivision, MRB unit
or high-rise unit sales are cancelled.
The Company is subject to Republic Act No. 6552 (the "Maceda Law"), which applies to all transactions or
contracts involving the sale or financing of real estate through installment payments, including residential
condominium units. Under the Maceda Law, buyers who have paid at least two years of installments are
granted a grace period of one month for every year of paid installments to cure any payment default. If the
contract is cancelled by the Company, the buyer is entitled to receive a refund of at least 50% of the total
payments made by the buyer, with an additional 5% per annum in cases where at least five years of
installments have been paid (but with the total not to exceed 90% of the total payments). Buyers who have
26
paid less than two years of installments and who default on installment payments are given a 60-day grace
period to pay all unpaid installments before the sale can be cancelled, but without right of refund.
While the Company historically has not experienced a material number of cancellations to which the Maceda
Law has applied, there can be no assurance that it will not experience a material number of cancellations in
the future, particularly during slowdowns or downturns in the Philippine economy. In the event the Company
does experience a material number of cancellations, it may not have enough funds on hand to pay the
necessary cash refunds to buyers or it may have to incur indebtedness in order to pay such cash refunds. The
Company may also experience losses relating to these cancellations. In addition, particularly during an
economic slowdown or downturn, there can be no assurance that the Company would be able to re-sell the
same property or re-sell it at an acceptable price. Any of the foregoing events would have a material adverse
Understanding the needs of the market is the key to avoid sales cancellations. Providing the buyers with
affordable package under the “build-sell-finance” scheme minimizes the chances of cancellations. Credit
checking prior to actual sale is conducted, thus, further, lowering the likelihood of cancellations and the
exposure to obligations under the Maceda Law.
Increased inflation, fluctuations in interest rates, changes in Government borrowing patterns and
Government regulations could have a material adverse effect on the Company’s and its customers’ ability
to obtain financing.
Interest rates, and factors that affect interest rates, such as the Government’s fiscal policy, could have a
material adverse effect on the Company and on demand for its products. For example:
• Higher interest rates make it more expensive for the Company to borrow funds to finance ongoing
projects or to obtain financing for new projects.
• Because the Company believes that a substantial portion of its customers procure financing (either
using the Company’s in-house financing program or through banks) to fund their property purchases,
higher interest rates make financing, and therefore purchases of real estate, more expensive, which
could adversely affect demand for the Company’s residential projects.
• If PAG-IBIG increases the rates at which it lends to customers, the Company would also need to
increase the rates of its inhouse financing program due to the in-house financing program’s mirroring
of PAG-IBIG requirements as part of the Company’s strategy for easier off-take by PAG-IBIG.
• If the Government significantly increases its borrowing levels in the domestic currency market, this
could increase the interest rates charged by banks and other financial institutions and also effectively
reduce the amount of bank financing available to both prospective property purchasers and real
estate developers, including the Company.
• The Company’s access to capital and its cost of financing are also affected by restrictions, such as
single borrower limits, imposed by the BSP on bank lending. If the Company were to reach the single
borrower limit with respect to their current or preferred bank or banks, the Company may have
difficulty obtaining financing on the same or similar commercial terms from other banks.
• Increased inflation in the Philippines could result in an increase in raw material costs, which the
Company may not be able to pass on to its customers as increased prices or to its contractors by
having the Company’s contractors absorb raw material cost increases.
The occurrences of any of the foregoing events, or any combination of them, or of any similar events could
27
Titles over land owned by the Company may be contested by third parties.
While the Philippines has adopted a system of land registration that is intended to conclusively confirm land
ownership and is binding on all persons (including the Government), it is not uncommon for third parties to
claim ownership of land that has already been registered and over which a title has been issued. There have
also been cases where third parties have produced false or forged title certificates over land. The Company
has occasionally had to defend itself against third parties who claim to be the rightful owners of land that has
been either titled in the name of the persons selling the land to the Company or that has already been titled
in the name of the Company. In the event a greater number of third-party claims are brought against the
Company or any such claims involves land that is material to the Company’s housing and land development
projects, the Company’s management may be required to devote significant time and incur significant costs
in defending the Company against such claims. In addition, if any such claims are successful, the Company
may have to either incur additional costs to settle such third-party claims or surrender title to land that may
be material in the context of the Company’s housing and land development projects. Any of the foregoing
circumstances could have a material adverse effect on the Company’s business, financial condition and
results of operations, as well as on its business reputation.
The Company makes sure that prior to land acquisition, market and feasibility studies are conducted, and all
related documents have been checked. Complete documentation is also practiced upon actual purchase of
the land.
The Company faces risks relating to project cost and completion.
Construction of property projects may take as long as a year or longer before generating positive net cash
flow through sales. As a result, the Company’s cash flows and results of operations may be significantly
affected by its project development schedules and any changes to those schedules. Other factors that could
adversely affect the time and the costs involved in completing the development and construction of the
Company’s projects include:
• natural catastrophes and adverse weather conditions;
• changes in market conditions, economic downturns, unemployment rate, and decreases in business
and consumer sentiment in general;
• delays in obtaining government approvals and permits;
• changes in laws or in Government priorities;
• relocation of existing residents and/or demolition of existing constructions;
• shortages of materials, equipment, contractors and skilled labor;
• labor disputes with contractors and subcontractors;
• construction accidents;
• errors in judgment on the selection and acquisition criteria for potential sites;
• lack of familiarity with high-rise projects; and
• other unforeseen problems or circumstances.
Any of these factors could result in project delays and cost overruns, which may harm the Company’s
reputation as a property developer or lead to cost overruns or loss of or delay in recognizing revenues and
28
lower margins. This may also result in sales and resulting profits from a particular development not being
recognized in the year in which it was originally expected to be recognized, which could adversely affect the
Company’s results of operations for that year. Furthermore, the failure by the Company to complete
construction of a project to its planned specifications or schedule may result in contractual liabilities to
purchasers and lower returns. The Company cannot provide any assurance that it will not experience any
significant delays in completion or delivery of its projects in the future or that it will not be subject to any
liabilities for any such delays.
The pre-cast technology allows the Company to complete townhouses and single-storey attached units in
just eight (8) to ten (10) days, with an additional five (5) days for single-storey houses with lofts. The use of
this process allows the Company to realize significant cost savings and enables it to turn over units to its
customers in a fast and efficient way.
The Company’s reputation will be adversely affected if projects are not completed on time or if projects do
not meet customers’ requirements.
If any of the Company’s projects experience construction or infrastructure failures, design flaws, significant
project delays, quality control issues or otherwise, this could have a negative effect on the Company’s
reputation and make it more difficult to attract new customers to its new and existing housing and land
development projects. Any negative effect on the Company’s reputation or its brand could also affect the
Company’s ability to sell its housing and land development projects. This would impair the Company’s ability
to reduce its inventory and working capital requirements. The Company cannot provide any assurance that
such events will not occur in a manner that would adversely affect its results of operations or financial
condition.
Projects of the Company have dedicated project managers, who assure that regular monitoring and quality
control are in place. The project managers also make sure that the projects live up to the DECA Homes and
Urban DECA Homes brands. The Company also provides warranties to housing unit purchasers as provided
for in the relevant Contract to Sell between purchaser and the Company.
Independent contractors may not always be available, and once hired by the Company, may not be able to
meet the Company’s quality standards or to complete projects on time and within budget.
The Company relies on independent contractors to provide various services, including land clearing,
infrastructure development and various construction projects. In particular, the Company relies mainly on
the Lasvazmun and Conmax groups of companies to complete the construction for substantially all of its
projects. Should either of the contractors mentioned above become unable to perform with respect to their
contracted scope of work, there can be no assurance that the Company will be able to find or engage an
independent contractor for any particular project or find a contractor that is willing to undertake a particular
project within the Company’s budget and schedule, which could result in costs increases or project delays.
Furthermore, although the Company’s personnel actively supervise the work of such independent
contractors, there can be no assurance that the services rendered by any of its independent contractors will
always be satisfactory or match the Company’s requirements for quality and timing. Contractors may also
experience financial or other difficulties up to insolvency, and shortages or increases in the price of
construction materials or labor may occur, any of which could delay the completion or increase the cost of
certain housing and land development projects, and the Company may incur additional costs as a result
thereof. Any of these factors could have a material adverse effect on the Company’s business, financial
Lasvazmun and Conmaz groups of companies are exclusive contractors of the Company for its mass housing
projects. These contractors have been partners with the Company since it started. Quality of work and
reliability of the said contractors have been tested by the Company through time.
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The Company uses exclusive external third-party brokers to sell all of its residential housing and land
The Company uses exclusive external third-party brokers to market and sell all of its residential housing and
land development projects to potential customers. If these brokers do not meet their requisite sales targets,
the Company’s business, financial condition and results of operations could be adversely affected. Moreover,
there is competition for the services of third-party brokers in the Philippines and many of the Company’s
competitors may attempt to recruit brokers away from the Company. If a large number of these third-party
brokers were to cease selling for the Company, the Company would be required to seek other external
brokers, and there can be no assurance that the Company could to so quickly or in sufficient numbers. Also,
negative publicity on the Company’s exclusive third-party brokers may spill over and have a negative effect
on the Company’s reputation. Furthermore, with the passage of R.A. No. 9646 or The Real Estate Service Act
of the Philippines and its implementing rules, more stringent requirements are now being imposed in respect
of the practice of real estate service, as well as the qualification and licensing of real estate service
practitioners. There can be no assurance that the imposition of these requirements will not affect the real
estate service practice of the Company, or its ability to retain its existing third-party brokers or identify new
third party brokers. These factors could disrupt the Company’s business and negatively affect its financial
condition, results of operations and prospects.
To mitigate this risk, all of the unit managers and the agents who constitute the marketing and distribution
network of the Company are exclusively contracted by the Company. Furthermore, all unit managers are
accredited licensed realtors. The Company trains its marketing teams monthly on topics including new
Company policies, product information and terms and conditions of sale.
The Company operates in a highly-regulated environment and it is affected by the development and
application of regulations in the Philippines.
The Philippines’ housing market is highly regulated. The development of subdivision and other residential
projects is subject to a wide range of government regulations, which, while varying from one locality to
another, typically include zoning considerations as well as the requirement to procure a variety of
environmental and construction-related permits. In addition, projects that are to be located on agricultural
land must get clearance from the Philippine Department of Agrarian Reform (“DAR”) so that the land can be
re-classified as non-agricultural land and, in certain cases, tenants occupying agricultural land may have to
be relocated at the Company’s expense.
In July 2019, Senate Bill No. 256 or the Agricultural Land Conversion Ban Bill was filed which seeks to prohibit
the conversion of irrigated and irrigable agricultural land for non-agricultural uses. The bill is currently
pending before Senate Committee on Local Government. If passed into law, the ban may delay the
implementation of the Company’s proposed projects because the supply of land available for development
may be limited. This may further lead to an increase in the acquisition cost of land and the development ocst
of the Company’s projects.
Meanwhile, Presidential Decree No. 957, as amended, (“P.D. 957”) and B.P. 220 are the principal statues
which regulate the development and sale of real property as part of a condominium project or subdivision.
P.D. 957 and B.P. 2020 cover subdivision projects for residential, commercial, industrial or recreational
purposes and condominium projects for residential or commercial purposes. The HLURB is the administrative
agency of the Government which enforces these statutes. Regulations applicable to the Company’s
operations include standards regarding:
• the sustainability of the site;
• road access;
30
• necessary community facilities;
• open spaces;
• water supply;
• sewage disposal systems;
• electricity supply;
• lot sizes;
• the length of the housing blocks; and
• house contruction.
All subdi
Environmental laws applicable to the Company’s projects could have a material adverse effect on its
business, financial condition or results of operations.
In general, developers of real estate projects are required to submit project descriptions to regional offices
of the Philippine Department of Environment and Natural Resources ("DENR"). For environmentally-sensitive
projects or at the discretion of the regional office of the DENR, a detailed Environmental Impact Assessment
("EIA") may be required and the developer will be required to obtain an Environmental Compliance
Certificate ("ECC") to certify that the project will not have an unacceptable environmental impact. There can
be no assurance that current or future environmental laws and regulations applicable to the Company will
not increase the costs of conducting its business above currently projected levels or require future capital
expenditures. In addition, if a violation of an ECC occurs or if environmental hazards on land where the
Company’s projects are located cause damage or injury to buyers or any third party, the Company may be
required to pay a fine, to incur costs in order to cure the violation and to compensate its buyers and any
affected third parties. The Company cannot predict what environmental legislation or regulations will be
amended or enacted in the future, how existing or future laws or regulations will be enforced, administered
or interpreted, or the amount of future expenditures that may be required to comply with these
environmental laws or regulations or to respond to environmental claims. The introduction or inconsistent
application of, or changes in, laws and regulations applicable to the Company’s business could have a material
adverse effect on its business, financial condition and results of operations.
The Company submits and fulfills all required environmental compliance that is mandated by law. The
Company regards occupational health and safety as one of its most important corporate and social
regulations. The Company maintains various environmental protection systems and conducts regular
trainings on environment, health and safety.
The loss of certain tax exemptions and incentives will increase the Company’s tax liability and decrease any
profits the Company might have in the future.
The Company benefits from provisions under Philippine law and regulations which exempt sales of residential
lots with a gross selling price of PhP1.9 million or less and sales of residential houses and lots with a gross
selling price of PhP3.2 million or less from the value-added tax ("VAT") of twelve percent (12%). In the event
these sales become subject to the VAT, the selling prices for the Company’s subdivision lots and housing and
condominium units will increase and this could adversely affect the Company’s sales. Because taxes such as
the VAT are expected to have indirect effects on the Company’s results of operations by affecting general
31
levels of spending in the Philippines and the prices of subdivision lots and houses, any adverse change in the
Government’s VAT-exemption policy could have an adverse effect on the Company’s results of operations.
Furthermore, the accreditation of the Company’s projects with unit price between PhP450,000 and
PhP3,000,000 with the BOI as under the IPP allows each accredited project to enjoy certain tax incentives.
For each accredited project, the Company’s sales of low cost subdivision lots and housing units are currently
not subject to corporate income tax. Also, the Company’s projects with unit price of PhP450,000 and under
are considered socialized housing projects and enjoy income tax free status by virtue of Republic Act No.
7279. However, accreditation of certain projects was delayed in 2013. Also, the Legislative-Executive
Development Advisory Council is recommending a bill concerning the rationalization of certain fiscal
incentives that could have an effect in the Company should it be approved by Congress. This bill intends to
remove the tax holiday given to low cost housing projects in the BOI’s IPP and instead provide a government
subsidy to buyers of the housing units. Should this bill be implemented it could have a material effect on the
Company’s overall level of profitability. Furthermore, there is no guarantee that the Company’s future
development projects will be able to benefit from the income tax holiday described above, or that
accreditation to receive such benefit will not be delayed. The delay or absence of this income tax holiday on
any of the Company’s future development projects could have an adverse effect on the Company’s results of
operations.
VAT is a pass-on tax to consumers, and in case VAT exemption will be lifted for mass housing products, then,
the Company may opt to revisit pricing scheme to be able to effectively run its business. The Company is able
to sell its housing units at an affordable price because of its BOI exemption. Should BOI rules change, taking
away the tax incentive, then the mass housing industry as a whole will revisit its business model and
reorganize as needed.
Natural or other catastrophes, including severe weather conditions, may materially disrupt the Company’s
operations, affect its ability to complete projects and result in losses not covered by its insurance.
The Philippines has experienced a number of major natural catastrophes over the years, including typhoons,
droughts, volcanic eruptions and earthquakes. In October 2013, a 7.2 magnitude earthquake affected Cebu
and the island of Bohol, and on November, 2013, Super Typhoon Haiyan (called Yolanda in the Philippines)
caused destruction and casualties of an as yet undetermined amount, in Tacloban, certain parts of Samar,
and certain parts of Cebu City, all of which are located in the Visayas, the southern part of the Philippines.
There can be no assurance that the occurrence of such natural catastrophes will not materially disrupt the
Company’s operations. These factors, which are not within the Company’s control, could potentially have
significant effects on the Company’s housing and land development projects, many of which are large,
complex estates with infrastructure, such as buildings, roads and perimeter walls, which are susceptible to
damage. Damage to these structures resulting from such natural catastrophes could also give rise to claims
against the Company from third parties or from customers, for example for physical injuries or loss of
property. As a result, the occurrence of natural or other catastrophes or severe weather conditions may
While the Company carries all-risks insurance during the project construction stage and requires all of its
purchasers to carry fire insurance, the Company does not carry any insurance for certain catastrophic events,
and there are losses for which the Company cannot obtain insurance at a reasonable cost or at all. Neither
does the Company carry any business interruption insurance. Should an uninsured loss or a loss in excess of
insured limits occur, the Company could lose all or a portion of the capital invested in a property, as well as
the anticipated future turnover from such property, while remaining liable for any project construction costs
or other financial obligations related to the property. Any material uninsured loss could materially and
32
Natural calamities affect all business types at similar levels. And since these events cannot be avoided, and
at some instances cannot be predicted, the Company only addresses what it can, and makes sure that it has
all the relevant and reasonable insurances that it can have.
The Company has insurance coverage that is required in the Philippines for real and personal property.
Subject to the customary deductibles and exclusions, the Company carries all-risks insurance during the
project construction stage. The Company also requires all of its purchasers to carry fire insurance and sales
insurance.
Construction defects and other building-related claims may be asserted against the Company, and the
Company may be subject to liability for such claims.
Philippine law provides that property developers, such as the Company, warrant the structural integrity of
houses that were designed or built by them for a period of 15 years from the date of completion of the house.
The Company may also be held responsible for hidden (i.e., latent or non-observable) defects in a house sold
by it when such hidden defects render the house unfit for the use for which it was intended or when its
fitness for such use is diminished to the extent that the buyer would not have acquired it or would have paid
a lower price had the buyer been aware of the hidden defect. This warranty may be enforced within six
months from the delivery of the house to the buyer. In addition, Republic Act No. 6541, as amended, or the
National Building Code of the Philippines (the "Building Code"), which governs, among others, the design and
construction of buildings, sets certain requirements and standards that must be complied with by the
Company. The Company or its officials may be held liable for administrative fines or criminal penalties in case
of any violation of the Building Code.
There can be no assurance that the Company will not be held liable for damages, the cost of repairs, and/or
the expense of litigation surrounding possible claims or that claims will not arise out of uninsurable events,
such as landslides or earthquakes, or circumstances not covered by the Company’s insurance and not subject
to effective indemnification agreements with the Company’s contractors. Neither can there be any assurance
that the contractors hired by the Company will be able to either correct any such defects or indemnify the
Company for costs incurred by the Company to correct such defects. In the event a substantial number of
claims arising from structural or construction defects arise, this could have a material adverse effect on the
Company’s reputation and on its business, financial condition and results of operations.
Having developed the processes used in the construction of its projects, the Company trains its contractors
on these topics. The Company also sends its engineers to oversee critical functions in project construction to
ensure the quality of work of its contractors. Every project has an engineering team assigned to it to assure
that repairs, which are within the warranties of the Company, is properly addressed.
Further, under the terms of the Company’s CTS contracts, buyers may seek repairs for patent (i.e.,
observable) defects in new homes prior to their acceptance of the residential unit. If the defect is latent (i.e.,
non-observable), customers may seek repairs within one (1) year from the date the housing unit was turned
over to them for occupancy.
The Company has a number of related-party transactions with affiliated companies.
The companies controlled by the principal owners have a number of commercial transactions with the
Company. The Company had entered into a number of transactions with its related parties, which primarily
consist of advances and reimbursements of expenses and sale and purchase of real estate properties and
development.
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The transactions referred to above are described in Note ___ of the 2018 Audited Consolidated Financial
Statements. The Company expects that it will continue to enter into transactions with companies directly or
indirectly controlled by or associated with the principal owners. These transactions may involve potential
conflicts of interest which could be detrimental to the Company and/or its stakeholders. Conflicts of interest
may also arise between the Company and the Selling Shareholders in a number of other areas relating to its
businesses, including:
• Major business combinations involving the Company and its Subsidiaries;
• Plans to develop the respective businesses of the Company and its Subsidiaries; and
• Business opportunities that may be attractive to the Selling Shareholders and the Company.
The Company can provide no assurance that its related-party transactions will not have a material adverse
effect on its business or results of operations.
All related-party transactions are executed with caution and guided judgement, and are properly
documented.
The Company is highly dependent on the continued service of its directors, members of senior management
and other key officers.
The Company’s directors, members of its senior management, and other key officers have been an integral
part of its success, and the experience, knowledge, business relationships and expertise that would be lost
should any such persons depart could be difficult to replace and may result in a decrease in the Company’s
operating efficiency and financial performance. Key executives and members of management of the
Company include Luis N. Yu, Jr. and Mariano D. Martinez, Jr.. If the Company loses the services of any such
person and is unable to fill any vacant key executive or management positions with qualified candidates, or
if the qualified individual takes time to learn the details of the Company, the Company’s business and results
of operations may be adversely affected.
The Company hired several executives, who are all graduates of Masters in Business Administration from
Asian Institute of Management. These executives directly reports to the three (3) key executives and are
currently assigned to different departments of the Company. A former employee of a non-government
organization is now assigned as the Investors Relations Officer of the Company. Lastly, a former banker, with
specialty on real estate, is assigned to Finance and Accounting group of the Company.
Any deterioration in the Company’s employee relations could materially and adversely affect the
Company’s operations.
The Company’s success depends partially on its ability to maintain a productive workforce. Any strikes, work
stoppages, work slowdowns, grievances, complaints or claims of unfair practices or other deterioration in
the Company’s employee relations could have a material and adverse effect on the Company’s financial
To date, there is no existing collective bargaining agreement between the Company and its employees, and
the Company’s employees are not part of any labor union. The Company has not experienced any disruptive
labor disputes, strikes or threats of strikes, and management believes that the Company’s relationship with
its employee in general is satisfactory. The Company complies with minimum compensation and benefits
standards as well as all other applicable labor and employment regulations.
Item 2. Properties
Project Development and Construction

34
Land Acquisition
Land acquisition offer to the Company and/or joint ventures begins with the Company making a marketability
determination of the location of the property, based on the intended development. The Company has
developed specific procedures to identify land that is suitable for its needs and performs market research to
determine demand for housing in the markets it wishes to enter. These factors include:
• the general economic condition of the environment surrounding the property;
• suitable land must be located near areas with sufficient demand or that the anticipated demand can
justify any development;
• the site’s accessibility from nearby roads and major thoroughfares;
• the availability of utility infrastructure, such as electric transmission facilities, telephone lines and
water systems; and
• the overall competitive landscape and the neighboring environment and amenities.
The Company also considers the feasibility of obtaining required governmental licenses, permits and
authorizations, as well as adding necessary improvements and infrastructure including sewage, roads and
electricity.
If the property passes the initial procedure, the Company then conducts due diligence on the property. The
evaluation process focuses on the following major factors:
• legal documents (e.g. title) related to the property;
• property valuation;
• geographic location (i.e. proximity to public transportation);
• technical characteristics of the property (e.g., location of fault lines); and
• other factors impacting the suitability and feasibility of developing future projects.
Before the Company acquires land, it conducts extensive checks on both the owner and the land itself, with
a particular focus on the veracity of the title covering the land and whether it can be traced back to the
original judicial decree granting title over the land. As and when needed, the Company also engages third
parties, such as surveyors and engineers, to verify that the land it seeks to acquire is covered by the technical
description of the title. The Company also conducts its own valuation of the property based on, among other
factors, other similar properties in the market and an assessment of the potential income derivable from any
development suitable for the property. The Company also conducts engineering and environmental
assessments in order to determine if the land is suitable for construction. The land must be topographically
amenable to housing development.
After the second stage is passed, the Company then determines the fair price and terms for the acquisition
and then negotiates with the land owner for the purchase.
Site Development and Construction
Once the land for a project site has been acquired by the Company, site development and construction work
for the Company’s projects are contracted out to qualified and accredited independent contractors. The
Company’s accreditation procedure takes into consideration each contractor’s experience, financial
35
capability, resources and track record of adhering to quality, cost and time of completion commitments. The
Company primarily contracts the Lasvazmun group of companies (consisting of Lasvazmun Homes, Inc. and
Las Caerus Homes, Inc.) for construction work in Luzon, Iloilo and some parts of Cebu and the Conmax group
of companies (consisting of Conmax Inc. and Creofab Inc.) for construction work in Davao and other parts of
Cebu. Formal arrangements with both groups have been in effect since 2011, ensuring that both contractors
are exclusive to the Company only. The Company maintains relationships with many contractors, including
El Eloha Construction, Lasvazmun Homes, Inc., Las Caerus Homes, Inc., Conmax Inc., Creofab Inc., Panico
Construction, Aconstruct Builders, Scheirman Construction Consolidated Inc., Megawide Construction Corp.
ARSD Constructions Corp., AGS Contek and Development Corp., and Remso General Merchant Iloilo.
Typically, these contractors are paid approximately twenty percent (20%) to twenty five (25%) initially as
down payments, with sixty five percent (65%) to seventy percent (70%) paid on a turnkey basis and the
remaining ten percent (10%) paid after three (3) months, retained as coverage for any faults.
The Company builds its horizontal subdivision units in five steps: [1] casting, [2] foundation preparation, [3]
assembly, [4] roofing and retouching, and [5] finishing and detailing:
1. Construction begins with the casting process, which comprises setting molds and pre-casting the
walls and ceiling slabs near the actual project site. The Company’s pre-casting process utilizes the
proprietary concrete mix developed by the Company internally, which produces concrete slabs that
are approximately four (4) times stronger than typical concrete slabs used in the Philippines and dry
in approximately twenty two (22) hours (compared to 21 days for standard casting).
2. Simultaneously, the foundation at the site is prepared and laid, comprising laying down reinforcing
bars and allocations for wiring and pipes, setting hooks for the assembly stage and pouring the
concrete mixture. This phase is completed in one (1) day.
3. At the assembly stage, cranes are used to lift the pre-cast components and erect the components in
the foundation that is prepared while casting is still in progress. The ends of the components are
welded together. This process also takes one day.
4. Roofing and retouching involves the addition of steel beams to support the roof, installation of the
roof, and the retouching of rough edges in the concrete structure. This stage takes two (2) to three
(3) days to complete.
5. Lastly, finishing and detailing takes four (4) to five (5) days to complete and involves smoothing out
the walls, floors and ceilings of the unit, applying paint, and installing doors, windows, and electrical
and plumbing fixtures.
The Company currently has capacity to develop up to twelve thousand nine hundred (12,900) units annually.
The Company can further expand its capacity by increasing the number of its pre-fabrication molds without
requiring significant additional investments in time or resources.
Having developed the processes used in the construction of its projects, the Company trains its contractors
on these topics. The Company also sends its engineers to oversee critical functions in project construction to
ensure the quality of work of its contractors.
Land Bank
As an integral part of its strategy, the Company believes that it maintains a land bank of sufficient size and
nature to ensure that it has adequate land to cover its development requirements. The Company has invested
in properties situated in what the Company believes are prime locations across the Philippines for existing
and future low-cost Mass Housing and land development projects for the next four to five years, most of
which is located in areas with close proximity to major roads and primary infrastructure, and aims to expand
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its land bank to cover development in the next seven to eight years. As of December 31, 2019, the Company
had a land bank of approximately 630.11 hectares of raw land for the development of its various projects,
with some properties subject to liens or encumbrances.
Details of the Company’s raw land inventory as of December 31, 2019 are set out in the table below:
In Hectares
Luzon
Meycauayan, Bulacan 44.20
Cubao, Quezon City 0.43
Ortigas Ext, Pasig 13.23
San Mateo, Rizal 31.20
Batasan, Quezon City 17.04
Balara, Quezon City 17.60
Commonwealth, Quezon City 2.00
Alabang Zapote, Las Pinas City 4.80
Filinvest, Alabang 0.12
Otis, Mendiola 2.80
Yakal Makati 0.14
Juan Luna, Manila 0.13
Taft, Manila 0.08
Tanza Property 10.00
Montecello, Baguio 4.27
Subtotal Luzon 148.04
Visayas
AS Fortuna, Banilad, Cebu 1.80
Guadalupe, Cebu 3.20
Leganes, Iloilo 25.40
Cebu Buss Park, Cebu 0.31
Vistamar, Cebu 0.18
Mactan, Cebu 44.90
Ormoc, Leyte 5.70
San Miguel, Iloilo 39.95
Granada, Bacolod 62.00
Talamban, Cebu 2.90
Monterazzas, Cebu 153.61
Subtotal Visayas 339.95
Mindanao
Mulig, Davao 15.30
Quirino, Davao 0.71
Tigatto, Davao 24.83
Talomo, Davao 101.28
Subtotal Mindanao 142.12
Total Land Bank 630.11
The Company intends to continue to look for land in various parts of the Philippines for future development.
37
Property and Equipment
The following table summarizes the various real estate properties owned by the Company not intended for
use as the site of future projects as of December 31, 2019:
Subsidiary and Property

Description Location Present Use
8990 Housing
8990 Corporate Center Negros St., Cebu Business Park, The three-storey building sits on
Cebu City a property owned by L and D
Realty Corp, an affiliate of the
Company. It is used as the
headquarters of 8990 Housing. A
portion of the ground floor and
some areas of the 3rd floor are
leased out.
8990 Corporate Center E. Quirino Ave., Davao City The four-storey building serves as
the Company’s Davao branch.
Some portions of the ground
floor, the 3rd floor and the 4th
floor are leased out.
3-hectare resort with the Tacunan, Davao City Serves as additional amenities for
following amenities: clubhouse, the subdivision residents.
swimming pool, basketball
courts, mini soccer field and
fishing lake
7-hectare Wakeboard Park Mintal, Davao City Wakeboard park with other
amenities presently leased to
Session Park
8990 Luzon
12-hectare Wakeboard Park Margot, Pampanga Wakeboard park with other
amenities presently leased to
Session Park
Leases
8990 Holdings
8990 as a lessee
8990 entered into a non-cancellable operating lease contract covering its principal office in Liberty Center
Building in Makati City in 2012. The contract has a term of two (2) years, and was renewed in 2014. In 2014,
8990 also entered into a non-cancellable operating lease as a lessee covering a corporate suite located at the
SM Mall of Asia Arena for a term of one (1) year and will expire on June 22,2015. The SM Mall of Asia lease
has been renewed, to date.
Fog Horn
Fog Horn as a lessee

Fog Horn recognized rent expense pertaining to rental of its office. The lease agreements are renewable
annually upon mutual agreement of the parties. There is no future minimum rental payable under non-
cancellable operating leases in 2012 to 2018.
8990 Housing
8990 Housing as lessee
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Rent expense pertains to rental of 8990 Housing’s office spaces and billboard. The lease agreements are
renewable annually upon mutual agreement of the parties. 8990 Housing has no future minimum rentals
payable under non-cancellable operating leases in 2012 to 2018.
8990 Housing as a lessor

A portion of the building owned by 8990 Housing is currently leased to a third party, which is covered by an
operating lease contract for a period of ten (10) years starting 2007.
8990 Luzon
8990 Luzon as a lessee

8990 Luzon recognized rent expense pertaining to rentals for office space, staff house, and generator set.
8990 Luzon as a lessor

8990 Luzon leased its investment properties for a period of five (5) years, with provision for automatic annual
renewal unless formally terminated by either party, in 2012. The contract provided that first six (6) monthly
leased fees for the first year shall be waived. As an exchange, 8990 Luzon shall be entitled to receive ten
percent (10%) of monthly gross sales of riding passes in excess of PhP2 million.
Item 3. Legal Proceedings
Neither the Company nor any of its Subsidiaries are involved in, or the subject of, any legal proceedings
which, if determined adversely to the Company or the relevant Subsidiary’s interests would have a material
effect on the business or financial position of the Company or any of its Subsidiaries.
Item 4. Submission of Matters to a Vote of Security Holders
There was no matter submitted to a vote of security holders during the period covered by this report, except
for the matters taken up during the Annual Meeting of Stockholders.
PART II – OPERATIONAL AND FINANCIAL INFORMATIONS
Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters
Market Information
The Company has outstanding 5,517,990,720 common shares. All common shares are listed and traded
principally on the Philippine Stock Exchange, Inc. (“PSE”) as of December 31, 2019. The closing price as of
December 31, 2019 is Php14.74 per share.
The following are the quarterly high and low prices, as well as the closing price of the Company’s shares
traded at the Philippine Stock Exchange, Inc. for the last three (5) years:
2019 2018 2017 2016 2015

High Low Close High Low Close High Low Close High Low Close High Low Close
1st 13.44 8.23 12.84 7.22 6.06 6.60 7.78 6.50 6.80 7.94 6.37 7.79 10.50 6.85 8.70
2nd 16.28 12.90 15.50 7.64 6.42 7.36 6.69 5.93 6.60 8.09 7.36 7.64 9.15 7.08 7.25
3rd 15.86 15.04 15.04 7.49 7.10 7.28 6.60 4.99 5.00 8.28 7.28 7.41 8.05 6.00 6.51
4th 15.06 14.62 14.74 8.10 7.00 8.10 6.79 6.73 6.73 7.67 6.89 7.51 7.44 6.28 7.10
39
The market capitalization of the Company as of December 31, 2019 was approximately Php 81,335,183,212.8
based on the closing price of Php14.74 per share.
Holders
The following table sets forth the stockholders of record of the Company as of December 31, 2019:
Amount
Number of Subscribed and
% of
Shares Paid-up (in ₱)
Ownership
Subscribed (excel of addl
Shareholder paid-in capital)
1 IHOLDINGS, INC. 2,183,082,107 2,183,082,107 39.56%
2 PCD NOMINEE CORPORATION (NON-FILIPINO) 960,686,937 977,517,000 17.41%
3 KWANTLEN DEVELOPMENT CORPORATION 926,325,018 926,325,018 16.79%
4 PCD NOMINEE CORPORATION (FILIPINO) 849,704,972 840,569,408 15.40%
5 LUIS N. YU, JR. 258,099,322 258,099,322 4.68%
6 MARIANO D. MARTINEZ JR. 168,916,767 168,916,767 3.06%
7 UNIDO CAPITAL HOLDINGS INC. 160,549,600 160,549,600 2.91%
8 WILLIBALDO MARIA J. UY OR HILDA L. UY 8,000,000 8,000,000 0.14%
9 MARIA LINDA BENARES MARTINEZ 2,000,000 2,000,000 0.04%
10 ANTHOLIN TAN MUNTUERTO 300,000 300,000 0.01%
11 MARK WERNER JUECO ROSAL 200,000 200,000 0.00%
12 NICOLAS CATALYA DIVINAGRACIA 100,000 100,000 0.00%
13 MA. CHRISTMAS RENIVA NOLASCO 11,500 11,500 0.00%
14 DAVID LIMQUECO KHO 5,000 5,001 0.00%
15 IAN NORMAN E. DATO 5,000 5,000 0.00%
16 HECTOR ABLANG SANVICTORES 2,000 2,000 0.00%
17 STEPHEN G. SOLIVEN 1,500 1,500 0.00%
18 JESUS SAN LUIS VALENCIA 300 300 0.00%
19 SHAREHOLDERS’ ASSOCIATION OF THE PHILIPPINES, INC. 100 100 0.00%
20 ALEXANDER ACE S. SOTTO 100 100 0.00%
21 HAN JUN SIEW 100 100 0.00%
22 WEI BENG CHAN 100 100 0.00%
23 MANUEL CASTILLO CRISOSTOMO 100 100 0.00%
24 RAUL FORTUNATO REAMICO ROCHA 100 100 0.00%
25 OEWN NATHANIEL SY AU ITF LI MARCUS AU 80 80 0.00%
26 JOSELITO TANWANGCO BAUTISTA 8 8 0.00%
27 DOMINIC JOHN PICONE 1 1 0.00%
28 MANUEL S. DELFIN JR. 1 1 0.00%
29 ANTHONY VINCENT SOTTO 1 1 0.00%
30 WILLIE UY 1 1 0.00%
31 ARLENE KEH 1 1 0.00%
32 LOWELL L. YU 1 1 0.00%
33 RICHARD L. HAOSEN 1 1 0.00%
34 IAN NORMAN E. DATO 1 1 0.00%
35 RAUL FORTUNATO R. ROCHA 1 1 0.00%
TOTAL 5,517,990,720 5,517,990,720 100.00%
Dividends and Dividend Policy
Under Philippine law, dividends may be declared out of a corporation’s Unrestricted Retained Earnings which
shall be payable in cash, in property, or in stock to all stockholders on the basis of outstanding stock held by
them. The amount of retained earnings available for declaration as dividends may be determined pursuant
to regulations issued by the Philippine SEC. The approval of the Board of Directors is generally sufficient to
40
approve the distribution of dividends, except in the case of stock dividends which requires the approval of
stockholders representing not less than two-thirds of the outstanding capital stock at a regular or special
meeting duly called for the purpose. From time to time, the Company may reallocate capital among its
Subsidiaries depending on its business requirements.
The Philippine Corporation Code prohibits stock corporations from retaining surplus profits in excess of 100%
of their paid-in capital stock, except when justified by definite corporate expansion projects or programs
approved by the Board of Directors, or when the corporation is prohibited under any loan agreement with
any financial institution or creditor from declaring dividend without its consent, and such consent has not yet
been secured, or when it can be clearly shown that such retention is necessary under special circumstances
obtaining in the corporation.
Limitations and Requirements
Under Philippine law, a corporation can only declare dividends to the extent that it has Unrestricted Retained
Earnings that represent the undistributed earnings of the corporation which have not been allocated for any
managerial, contractual or legal purpose and which are free for distribution to the shareholders as dividends.
A corporation may pay dividends in cash, by the distribution of property or by the issuance of shares. Stock
dividends may only be declared and paid with the approval of shareholders representing at least two-thirds
of the outstanding capital stock of the corporation voting at a shareholders’ meeting duly called for the
purpose.
The Philippine Corporation Code generally requires a Philippine corporation with retained earnings in excess
of 100% of its paid-in capital to declare and distribute as dividends the amount of such surplus.
Notwithstanding this general requirement, a Philippine corporation may retain all or any portion of such
surplus in the following cases: [1] when justified by definite expansion plans approved by the board of
directors of the corporation; [2] when the required consent of any financing institution or creditor to such
distribution has not been secured; [3] when retention is necessary under special circumstances, such as when
there is a need for special reserves for probably contingencies; or [4] when the non-distribution of dividends
is consistent with the policy or requirement of a Government office.
Record Date
Pursuant to existing Philippine SEC rules, cash dividends declared by the Company must have a record date
not less than ten (10) nor more than thirty (30) days from the date of declaration. For stock dividends, the
record date should not be less than ten (10) nor more than thirty (30) days from the date of the shareholders’
approval, provided however, that the set record date is not to be less than ten (10) trading days from receipt
by the PSE of the notice of declaration of stock dividend. In the event that a stock dividend is declared in
connection with an increase in authorized capital stock, the corresponding record date is to be fixed by the
Philippine SEC.
Dividend History
Listed below are the cash dividends declared and/or paid by the Company.
Preferred Shares
P1.506575 equivalent to a rate of 6.0263% per share

Declaration Date: February 01, 2019
Record date: February 18, 2019
Payment date: March 1, 2019
41
Record date: May 15, 2019
Payment date: June 1, 2019

Record date: August 15, 2019
Payment date: September 1, 2019

Record date: November 15, 2019
Payment date: December 1, 2019
Dividend Policy
The Company intends to maintain a consistent dividend payout policy based on its consolidated net income
for the preceding fiscal year, subject to the requirements of the applicable laws and regulations and the
absence of circumstances which may restrict the payment of such dividends. In line with this, during the last
Annual Stockholders’ Meeting of 8990 Holdings, Inc. held on July 29, 2013, the stockholders of 8990 Holdings,
Inc. approved the adoption of a dividend policy whereby, subject to available cash and after any capital
expenditure requirements, 50% of the Unrestricted Retained Earnings of 8990 Holdings, Inc. for the
preceding fiscal year will be declared as dividends.
The Subsidiaries have not adopted any formal dividend policies. Dividend policies for the Subsidiaries shall
be determined by their respective Boards of Directors.
Recent Issuance of Shares Constituting Exempt Transaction
Not applicable.
Description of the Shares
Security Ownership of Certain Record and Beneficial Owners of more than 5% of the Company’s voting
securities as of December 31, 2019.
Name of Beneficial
Owner and No. of % of Total
Name and Address of Relationship with Citizenshi Common Total No. of Outstanding
Record Owners Record Owner p Shares Held Shares Held Shares
IHoldings, Inc. The record owner is Filipino 2,183,082,107 2,183,082,107* 39.56%*
Unit 605, Ayala FGU the beneficial owner *
Center, Cebu Business of the shares
Park, Cebu City indicated
Kwantlen The record owner is Filipino 926,325,018 926,325,018 16.79%
Development the beneficial owner
Corporation of the shares
Unit 605, Ayala FGU indicated
Center, Cebu Business
Park, Cebu City
*excludes the 40,000,000 shares registered in the name of IP Ventures, Inc. with an agreement to transfer to
IHoldings, Inc. upon expiration of the PSE lock-up thereon.
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Pursuant to its articles of incorporation as amended on October 1, 2013, the Company has an authorized
amount of capital stock of PhP7,000,000,000 divided into 7,000,000,000 Common Shares with a par value of
PhP1.00 per share, of which 5,517,990,720 Common Shares are issued and outstanding as of the date of this
report.
Objects and Purposes
The Company has been organized primarily to purchase, subscribe for, or otherwise acquire and own, hold,
use, invest in, develop, sell, assign, transfer, lease, take options to, mortgage, pledge, exchange, and in all
ways deal with, personal and real property of every kind and description, including shares of the capital stock
of corporations, bonds, notes, evidence of indebtedness, and other securities, contracts or obligations of any
corporation, domestic or foreign, without however, engaging in dealership in securities, in stock brokerage
business or in the business of an investment company.
The Company’s purposes also include the following:
1. To acquire by purchase, exchange, lease, bequest, devise or otherwise; to hold, own, use, maintain,
manage, improve, develop and operate; and to sell, transfer, convey, lease, mortgage, pledge,
exchange or otherwise dispose of real and personal properties, including vehicles and equipment
necessary for the primary business, and any and all rights, interests or privileges therein necessary
or incidental to the conduct of corporate business.
2. To borrow or raise money for the conduct of the business of the Corporation, and to draw, make,
accept, endorse, execute, and issue promissory notes, drafts, bills of exchange, warrants, bonds,
debentures and other negotiable and non-negotiable instruments and evidences of indebtedness
and to secure the payment thereof and of any interest thereon by mortgage upon, or pledge of, or
grant of a security interest in, or conveyance or assignment in trust for, or lien upon the whole or any
part of the property of the Corporation, whether at the time owned or thereafter acquired, and to
sell, pledge or otherwise dispose of such bonds, debentures or other obligations of the Corporation
for corporate purposes.
3. To invest and re-invest the money and property of the Corporation in such manner considered wise
or expedient for the advancement of its interests.
4. To acquire the goodwill, rights, assets and property, and to undertake or assume the whole or any
part of the obligations or liabilities, of any person, partnership, association or corporation, and to pay
therefor in cash, stocks or bonds of the corporation or otherwise.
5. To aid in any lawful manner, by loan, subsidy, guaranty or otherwise, any corporation whose stocks,
bonds, notes, debentures or other securities or obligations are held or controlled directly or
indirectly, by the Corporation, and to do any and all lawful acts or things necessary or desirable to
protect, preserve, or enhance the value of such stocks, bonds, securities or other obligations or
evidences of indebtedness, and to guarantee the performance of any contract or undertaking of any
person, partnership, association o0r corporation in which the corporation is or become interested.
6. To enter into any lawful arrangement for the sharing of profits, union of interest, reciprocal
concession or cooperation with any person, partnership, association, corporation, or government or
authority, domestic or foreign, in the carrying on of any business or transaction deemed necessary,
convenient or incidental to carrying out any of the purposes of the Corporation.
7. To acquire or obtain from any government authority, national, provincial municipal or otherwise, or
any person, partnership, association or corporation, such charters, contracts, franchise, privileges,
43
exemptions, licenses and concessions required for the conduct of any of the purposes of the
Corporation.
8. To establish and operate one or more branch offices or agencies and to carry on any or all of its
operations and business, including the right to hold, purchase or otherwise acquire, lease, mortgage,
pledge and convey or otherwise deal in and with real and personal property anywhere in the
Philippines.
9. To conduct and transact any and all lawful activities, and to do or cause to be done any one or more
of the acts and things herein set forth as its purposes, within or without the Philippines, and to do
everything necessary, desirable or incidental to the accomplishment of the purposes or the exercise
of any one or more of the powers herein enumerated, or which shall at any time appear conductive
to or expedient for the protection or benefit of the Corporation.
Under Philippine law, a corporation may invest its funds in any other corporation or business or for any
purpose other than the purpose for which it was organized when approved by a majority of the board of
directors and ratified by the stockholders representing at least two-thirds of the outstanding capital stock, at
a stockholders’ meeting duly called for the purpose; provided, however, that where the investment by the
corporation is reasonably necessary to accomplish its purposes, the approval of the stockholders shall not be
necessary. Per the By-laws of the Company, its stock, property and affairs shall be exclusively managed and
controlled by the board of directors.
Share Capital
A Philippine corporation may issue common or preferred shares, or such other classes of shares with such
rights, privileges or restrictions as may be provided for in the articles of incorporation and by-laws of the
corporation. Subject to the approval by the Philippine SEC, it may increase or decrease its authorized capital
stock by amending its articles of incorporation, provided that the change is approved by a majority of the
board of directors and by shareholders representing at least two-thirds of the outstanding capital stock of
the corporation voting at a shareholders’ meeting duly called for the purpose.
Under Philippine law, the shares of a corporation may either be with or without a par value. All of the
Common Shares currently issued have a par value of PhP1.00 per share. In the case of par value shares, where
a corporation issues shares at a price above par, whether for cash or otherwise, the amount by which the
subscription price exceeds the par value is credited to an account designated as additional paid-in capital or
paid-in surplus.
Subject to approval by the Philippine SEC, a corporation may increase or decrease its authorized capital
shares, provided that the change is approved by a majority of the board of directors of such corporation and
shareholders representing at least two-thirds of the issued and outstanding capital shares of the corporation
voting at a shareholders’ meeting duly called for the purpose.
A corporation is empowered to acquire its own shares for a legitimate corporate purpose, provided that the
corporation has Unrestricted Retained Earnings or surplus profits sufficient to pay for the shares to be
acquired. Examples of instances in which the corporation is empowered to purchase its own shares are: when
the elimination of fractional shares arising out of share dividends is necessary or desirable, the purchase of
shares of dissenting shareholders exercising their appraisal right (as discussed below) and the collection or
compromise of an indebtedness arising out of an unpaid subscription. When a corporation repurchases its
own shares, the shares become treasury shares, which may be resold at a price fixed by the board of directors
of such corporation.
44
The Board is authorized to issue shares from treasury from time to time. Treasury shares may be issued to
any person, corporation or association, whether or not a shareholder of the Company, including its officers
or employees for such consideration in money as the Board may determine.
Voting Rights
The Company’s Shares have full voting rights. However, the Philippine Corporation Code provides that voting
rights cannot be exercised with respect to shares declared by the board of directors as delinquent; treasury
shares, or if the shareholder has elected to exercise his right of appraisal referred to below.
Dividend Rights
Under the Company’s By-laws, dividends may be paid out the Unrestricted Retained Earnings of the Company
as and when the Board of Directors may elect, subject to legal requirements. Dividends are payable to all
shareholders on the basis of outstanding shares of the Company held by them, each share being entitled to
the same unit of dividend as any other share. Dividends are payable to shareholders whose name are
recorded in the stock and transfer book as of the record date fixed by the Board of Directors. The PSE has an
established mechanism for distribution of dividends to beneficial owners of shares which are traded through
the PSE which are lodged with the PCD Nominee as required for scripless trading.
Pre-Emptive Rights
The Philippine Corporation Code confers pre-emptive rights on the existing shareholders of a Philippine
corporation which entitle such shareholders to subscribe to all issues or other dispositions of shares of any
class by the corporation in proportion to their respective shareholdings, regardless of whether the shares
proposed to be issued or otherwise disposed of are identical to the shares held. A Philippine corporation
may, however, provide for the denial of these pre-emptive rights in its articles of incorporation. Likewise,
shareholders who are entitled to such pre-emptive rights may waive the same through a written instrument
to that effect.
The articles of incorporation of the Company deny the pre-emptive rights of its shareholders to subscribe to
any or all dispositions of any class of shares.
Derivative Rights
Philippine law recognizes the right of a shareholder to institute proceedings on behalf of the corporation in
a derivative action in circumstances where the corporation itself is unable or unwilling to institute the
necessary proceedings to redress wrongs committed against the corporation or to vindicate corporate rights
as, for example, where the directors of the corporation themselves are the malefactors.
Appraisal Rights
The Philippine Corporation Code grants a shareholder a right of appraisal and demand payment of the fair
value of his shares in certain circumstances where he has dissented and voted against a proposed corporate
action, including:
• an amendment of the articles of incorporation which has the effect of adversely affecting the rights
attached to his shares or of authorizing preferences in any respect superior to those of outstanding
shares of any class;
• the extension of the term of corporate existence;
• the sale, lease, exchange, transfer, mortgage, pledge or other disposal of all or substantially all the
assets of the corporation;
45
• a merger or consolidation; and
• investment by the corporation of funds in any other corporation or business or for any purpose other
than the primary purpose for which it was organized.
In any of these circumstances, the dissenting shareholder may require the corporation to purchase its shares
at a fair value, which, in default of agreement, is determined by three disinterested persons, one of whom
shall be named by the shareholder, one by the corporation, and the third by the two thus chosen. Regional
Trial Courts will, in the event of a dispute, determine any question about whether a dissenting shareholder
is entitled to this right of appraisal. From the time the shareholder makes a demand for payment until the
corporation purchases such shares, all rights accruing on the shares, including voting and dividend rights,
shall be suspended, except the right of the shareholder to receive the fair value of such shares. No payment
shall be made to any dissenting shareholder unless the corporation has Unrestricted Retained Earnings
sufficient to support the purchase of the shares of the dissenting shareholders.
Right of Inspection
A shareholder has the right to inspect the records of all business transactions of the corporation and the
minutes of any meeting of the board of directors and shareholders at reasonable hours on business days and
may demand a copy of excerpts from such records or minutes at his or her expense. However, the corporation
may refuse such inspection if the shareholder demanding to examine or copy the corporation’s records has
improperly used any information secured through any prior examination, or was not acting in good faith or
for a legitimate purpose in making his demand.
Right to Financial Statements
A shareholder has a right to be furnished with the most recent financial statement of a Philippine corporation,
which shall include a balance sheet as of the end of the last taxable year and a profit or loss statement for
said taxable year, showing in reasonable detail its assets and liabilities and the results of its operations. At
the meeting of shareholders, the board of directors is required to present to the shareholders a financial
report of the operations of the corporation for the preceding year, which shall include financial statements
duly signed and certificate by an independent certified public accountant.
46
Board of Directors
Unless otherwise provided by law or in the articles of incorporation, the corporate powers of the Company
are exercised, its business conducted, and its property controlled by the Board. Pursuant to its articles of
incorporation, as amended, the Company shall have thirteen (13) Directors, two (2) of whom are
independent Directors within the meaning set forth in Section 38 of the SRC. The Board shall be elected
during each regular meeting of shareholders, at which shareholders representing at least a majority of the
issued and outstanding capital shares of the Company are present, either in person or by proxy.
Under Philippine law, representation of foreign ownership on the Board is limited to the proportion of the
foreign shareholding. Directors may only act collectively; individual directors have no power as such. Four
directors, which is a majority of the Board, constitute a quorum for the transaction of corporate business.
Except for certain corporate actions such as the election of officers, which shall require the vote of a majority
of all the members of the Board, every decision of a majority of the quorum duly assembled as a board is
valid as a corporate act.
Any vacancy created by the death, resignation or removal of a director prior to expiration of such director’s
term shall be filled by a vote of at least a majority of the remaining members of the Board, if still constituting
a quorum, Otherwise, the vacancy must be filled by the shareholders at a meeting duly called for the purpose.
Any director elected in this manner by the Board shall serve only for the unexpired term of the director whom
such director replaces and until his successor is duly elected and qualified.
Shareholders’ Meetings
Annual or Regular Shareholders’ Meetings
The Philippine Corporation Code requires all Philippine corporations to hold an annual meeting of
shareholders for corporate purposes including the election of directors. The By-laws of the Company provide
for annual meetings on the last Monday of July of each year to be held at the principal office of the Company
and at such hour as specified in the notice.
Special Shareholders’ Meeting
Special meetings of shareholders, for any purpose or purposes, may at any time be called by either the
president or a majority of the Board of Directors, whenever he or they shall deem it necessary.
Notice of Shareholders’ Meeting
Whenever shareholders are required or permitted to take any action at a meeting, a written notice of the
meeting shall be given which shall state the place, date and time of the meeting, and the purpose or purposes
for which the meeting is called. The Company’s By-laws provide that notices of the time and place of the
annual and special meetings of the shareholders shall be given either by mailing the same enclosed in a
postage-prepaid envelope, addressed to each shareholder of record at the address left by such shareholder
with the Secretary of the Company, or at his last known post-office address, or by delivering the same to him
in person, at least two (2) weeks before the date set for such meeting. Notice to any special meeting must
state, among others, the matters to be taken up in the said meeting, and no other business shall be transacted
at such meeting except by consent of all the shareholders present, entitled to vote. No notice of meeting
need be published in any newspaper, except when necessary to comply with the special requirements of the
Philippine Corporation Code. Shareholders entitled to vote may, by written consent, waive notice of the time,
place and purpose of any meeting of shareholders and any action taken at such meeting pursuant to such
waiver shall be valid and binding. When the meeting of the shareholders is adjourned to another time or
place, notice of the adjourned meeting need not be provided so long as the time and place to which the
meeting is adjourned are announced at the meeting at which the adjournment is taken. At the reconvened
47
meeting, any business may be transacted that might have been transacted on the original date of the
meeting.
Quorum
Unless otherwise provided by an existing shareholders’ agreement or by law, in all regular or special meeting
of shareholders, a majority of the outstanding capital shares must be present or represented in order to
constitute a quorum, except in those cases where the Philippine Corporation Code provides a greater
percentage vis-a`-vis the total outstanding capital shares. If no quorum is constituted, the meeting shall be
adjourned until the requisite amount of shares shall be presented.
Pursuant to the Company’s By-laws, the chairman of the board, or in case of his absence or disability, the
president, may then call to order any meeting of the stockholders, and proceed to the transaction of business,
provided a majority of the shares issued and outstanding be present, either in person or by proxy; but if there
be no quorum present at any meeting, the meeting may be adjourned by the stockholders present from time
to time until the quorum shall be obtained. If neither the chairman of the board nor the president is present,
then the meeting is to be conducted by a chairman to be chosen by the stockholders.
Voting
At all meetings of shareholders, a holder of Common Shares may vote in person or by proxy, for each share
held by such shareholder.
Fixing Record Dates
Under existing Philippine SEC rules, cash dividends declared by corporations whose shares are listed on the
PSE shall have a record date which shall not be less than 10 or more than 30 days from the date of declaration.
With respect to share dividends, the record date shall not be less than 10 or more than 30 days from the date
of shareholder approval; provided, however, that the record date set shall not be less than 10 trading days
from receipt by the PSE of the notice of declaration of share dividends. In the event that share dividends are
declared in connection with an increase in the authorized capital shares, the corresponding record date shall
be fixed by the Philippine SEC.
Matters Pertaining to Proxies
Shareholders may vote at all meetings the number of shares registered in their respective names, either in
person or by proxy duly given in writing and duly presented to the Corporate Secretary before or during the
meeting. Unless otherwise provided in the proxy, it shall be valid only for the meeting at which it has been
presented to the Corporate Secretary.
Proxies should comply with the relevant provisions of the Philippine Corporation Code, the SRC, the IRRs, and
regulations issued by the Philippine SEC.
Dividends
The Common Shares have full dividend rights. Dividends on the Company’s Common Shares, if any, are paid
in accordance with Philippine law. Dividends are payable to all shareholders on the basis of outstanding
Common Shares held by them, each Common Share being entitled to the same unit of dividend as any other
Common Share. Dividends are payable to shareholders whose names are recorded in the stock and transfer
book as of the record date fixed by the Company’s Board of Directors. The PSE has an established mechanism
for distribution of dividends to beneficial owners of Common Shares which are traded through the PSE which
are lodged with the PCD Nominee as required for scripless trading.
48
The Company intends to maintain a consistent dividend payout policy based on its consolidated net income
for the preceding fiscal year, subject to the requirements of the applicable laws and regulations and the
absence of circumstances which may restrict the payment of such dividends. In line with this, during the last
Annual Stockholders’ Meeting of 8990 Holdings, Inc. held on July 29, 2013, the stockholders of 8990 Holdings,
Inc. approved the adoption of a dividend policy whereby, subject to available cash and after any capital
expenditure requirements, at least 50% of the Unrestricted Retained Earnings of 8990 Holdings, Inc. for the
preceding fiscal year will be declared as dividends. The Subsidiaries have not adopted any formal dividend
policies. Dividend policies for the Subsidiaries shall be determined by their respective Boards of Directors.
Transfer of Shares and Share Register
All transfers of shares on the PSE shall be effected by means of a book-entry system. Under the book-entry
system of trading and settlement, a registered shareholder shall transfer legal title over the shares to a
nominee, but retains beneficial ownership over the shares. The transfer of legal title is done by surrendering
the stock certificate representing the shares to participants of the PDTC System (i.e., brokers and custodian
banks) that, in turn, lodge the same with the PCD Nominee Corporation, a corporation wholly-owned by the
PDTC (the “PCD Nominee”). A shareholder may request upliftment of the shares from the PDTC, in which
case a stock certificate will be issued to the shareholder and the shares registered in the shareholder’s name
in the books of the Company.
Philippine law does not require transfers of the Common Shares to be effected on the PSE, but any off-
exchange transfers will subject the transferor to a capital gains tax that may be significantly greater than the
share transfer tax applicable to transfers effected on the PSE. See “Philippine Taxation.” All transfers of shares
on the PSE must be effected through a licensed stockbroker in the Philippines.
Issues of Shares
Subject to otherwise applicable limitations, the Company may issue additional Common Shares to any person
for consideration deemed fair by the Board, provided that such consideration shall not be less than the par
value of the issued Common Shares. No share certificates shall be issued to a subscriber until the full amount
of the subscription together with interest and expenses (in case of delinquent Common Shares) has been
paid and proof of payment of the applicable taxes shall have been submitted to the Company’s Corporate
Secretary. Under the PSE Rules, only fully-paid shares may be listed on the PSE.
Share Certificates
Certificates representing the Common Shares will be issued in such denominations as shareholders may
request, except that certificates will not be issued for fractional shares. Shareholders wishing to split their
certificates may do so upon application to the Company’s share transfer agent, Securities Transfer and
Services, Inc., which will maintain the share register. Common Shares may also be lodged and maintained
under the book-entry system of the PDTC. See “The Philippine Stock Market.”
Mandatory Tender Offers
In general, under the SRC and the IRRs, any person or group of persons acting in concert and intending to
acquire at least: [1] 35% of any class of any equity security of a public or listed corporation in a single
transaction; or [2] 35% of such equity over a period of 12 months; or [3] even if less than 35% of such equity,
if such acquisition would result in ownership by the acquiring party of over 51% of the total outstanding
equity, is required to make a tender offer to all the shareholders of the target corporation on the same terms.
Generally, in the event that the securities tendered pursuant to such an offer exceed that which the acquiring
person or group of persons is willing to take up, the securities shall be purchased from each tendering
shareholder on a pro rata basis, disregarding fractions, according to the number of securities tendered by
each security holder. Where a mandatory tender offer is required, the acquirer is compelled to offer the
49
highest price paid by him for such shares during the past six months. Where the offer involves payment by
transfer or allotment of securities, such securities must be valued on an equitable basis. However, if any
acquisition of even less than 35% would result in ownership of over 51% of the total outstanding equity, the
acquirer shall be required to make a tender offer for all the outstanding equity securities to all remaining
shareholders of the said corporation at a price supported by a fairness opinion provided by an independent
financial adviser or equivalent third party. The acquirer in such a tender offer shall be required to accept any
and all securities thus tendered.
No Mandatory Tender Offer is required in: (i) purchases of shares from unissued capital shares unless it will
result to a 50% or more ownership of shares by the purchaser; (ii) purchases from an increase in the
authorized capital shares of the target company; (iii) purchases in connection with a foreclosure proceedings
involving a pledge or security where the acquisition is made by the debtor or creditor; (iv) purchases in
connection with privatization undertaken by the government of the Philippines; (v) purchases in connection
with corporate rehabilitation under court supervision; (vi) purchases through an open market at the
prevailing market price; or (vii) purchases resulting from a merger or consolidation.
Fundamental Matters
The Philippine Corporation Code provides that certain significant acts may only be implemented with
shareholders’ approval. The following require the approval of shareholders representing at least two-thirds
of the issued and outstanding capital shares of the corporation in a meeting duly called for the purpose:
• amendment of the articles of incorporation;
• removal of directors;
• sale, lease, exchange, mortgage, pledge or other disposition of all or a substantial part of the assets
of the corporation;
• investment of corporate funds in any other corporation or business or for any purpose other than
the primary purpose for which the corporation was organized;
• declaration or issuance of share dividends;
• delegation to the board of directors of the power to amend or repeal by-laws or adopt new by-laws;
• merger or consolidation;
• dissolution;
• an increase or decrease in capital shares;
• ratification of a contract of a directors or officer with the corporation;
• extension or shortening of the corporate term;
• creation or increase of bonded indebtedness; and
• management contracts with related parties;
The approval of shareholders holding a majority of the outstanding capital shares of a Philippine corporation,
including non-voting preferred shares, is required for the adoption or amendment of the by-laws of such
corporation.
50
Accounting and Auditing Requirements
Philippine stock corporations are required to file copies of their annual financial statements with the
Philippine SEC. In addition, public corporations are required to file quarterly financial statements (for the first
three quarters) with the Philippine SEC. Those corporations whose shares are listed on the PSE are
additionally required to file said quarterly and annual financial statements with the PSE. Shareholders are
entitled to request copies of the most recent financial statements of the corporation which include a
statement of financial position as of the end of the most recent tax year and a profit and loss statement for
that year. Shareholders are also entitled to inspect and examine the books and records that the corporation
is required by law to maintain.
The Board is required to present to shareholders at every annual meeting a financial report of the operations
of the Company for the preceding year. This report is required to include audited financial statements.
Item 6. Management Discussion and Analysis of Financial Condition and Results of Operations
Factors Affecting Results of Operations
The Company’s results of operations are affected by a variety of factors. Set out below is a discussion of the
most significant factors that have affected the Company’s results in the past and which the Company expects
to affect its financial results in the future. Factors other than those set out below could also have a significant
impact on the Company’s results of operations and financial condition in the future. See Risk Relating to the
Company’s Business.
General Global and Philippine Economic Conditions and the Condition of the Philippine Real Estate and
Residential Housing Markets
The Company derives substantially all of its revenue from its mass housing development activities in the
Philippines. The Philippine real estate and housing markets have historically been affected by the prevailing
economic conditions in the Philippines, which may also be affected by the economic conditions in other parts
of the world. Accordingly, the Company’s results of operations may be significantly affected by the state of
the global and Philippine economies generally and specifically the Philippine property and housing markets.
The Philippine real estate and housing markets have historically been subject to cyclical trends, and property
values have been affected by the supply of and demand for comparable properties, the rate of economic
growth, the rate of unemployment and political and social developments in the Philippines. Demand for new
residential projects in the Philippines has historically also been affected by, among other things, prevailing
political, social and economic conditions in the Philippines, including overall growth levels, the value of the
Philippine peso and interest rates, as well as the strength of the economy in other parts of the world, given
that a substantial portion of demand comes from overseas Filipino workers. Furthermore, as the Company
continues expanding its business, these operations will also be increasingly affected by general conditions in
the global and Philippine economies. As a result, the Company expects that its results of operations will
continue to vary from period to period largely as a result of general global and Philippine economic
conditions.
Collection of Receivables
The Company’s results of operations are also affected to a significant degree by the success and efficiency of
its collection of receivables from its customers. If the Company experiences any significant delays or defaults
on its collection of receivables, it could experience liquidity issues. In addition, a significant number of
defaults may result in the Company taking on a significant amount of inventory for the housing units it would
repossess from customers. In such an instance, there can be no guarantee that the Company will be able to
dispose of these units quickly and at acceptable prices. Any of these occurrences in relation to failure to
51
collect receivables from its customers in a timely manner or at all may have a material adverse effect on the
Company’s liquidity, financial condition and results of operations.
Liquidity Risk Management
To better manage its liquidity risk, interest risk, as well as improve its cash conversion cycle, the Company
typically enters into take-out arrangements with PAG-IBIG where it will transfer its CTS Gold Convertible
receivables within four (4) years in exchange for cash. As of the date of this report, the Company has
submitted to PAG-IBIG approximately four thousand seven hundred (4,700) CTS receivables, equivalent to
approximately PhP4 billion. These accounts are currently being processed by PAG-IBIG, and at various stages
of cycle completion. The acceptance or rejection of a CTS receivable by PAG-IBIG is based on certain
guidelines of PAG-IBIG such as employment, number of contributions made by the homeowner/PAG-IBIG
member and net disposable income, among other factors. The Company believes that substantially all of its
requests for take-outs have been accepted by PAG-IBIG. However, in the event that a material number of
take-up applications are delayed or even denied, the Company’s cashflow and recognized revenues could be
materially affected. Moreover, the conversion into cash of the Company CTS receivable as a result of take-
ups by PAG-IBIG also affects the Company’s results of operations. As greater amount of CTS receivables are
converted due to the Company’s take-up arrangements, the Company’s finance income and receivables
decrease while its cash balances correspondingly increase.
regularly adopts other measures to manage its level of receivables from its housing sales, as well as to
generate cash necessary for operations. For example, the Company from time to time enters into loan
arrangements with banks against its receivables portfolio as collateral. In addition, the Company also from
time to time sells receivables to banks and other financial institutions on a non-recourse basis. The Company
has also begun to explore possible securitization transactions with respect to its receivables portfolio. The
success of any of these receivable management measures, depending on the amount involved and terms
agreed, may affect the Company’s results of operations in terms of its liquidity and the levels of its receivable
assets.
Interest Rates
The Company generally charges its customers an annual interest rate of nine and a half percent (9.5%) on
their housing loans under the CTS program. The Company’s financing arrangements with commercial banks
and other financial institutions are typically on a fixed interest basis, with interest rates typically averaging
approximately six percent (6%) or seven percent (7%) per annum. As the Company typically only needs to
borrow approximately half of the amount of loans it grants to its customers, the Company believes that it is
substantially protected against fluctuations of interest rates in the market. However, in cases of extraordinary
increases in interest rates, such as during the Asian financial crisis of the late 1990s or the global economic
downturn of 2008, the Company’s financial position and results of operations could be adversely affected.
Tax Incentives and Exemptions
As a developer of low-cost housing with mass housing unit price points not exceeding PhP1.9 million (for lots
only) or PhP2.2 million (for residential house and lots or other residential dwellings), the Company benefits
from an exemption on VAT under current tax laws and regulations. Furthermore, the accreditation of the
Company’s projects with unit price between PhP450,000 and PhP3,000,000 with the BOI as under the IPP
allows each accredited project to enjoy certain tax incentives. For each accredited project, the Company’s
sales of low cost subdivision lots and housing units are currently not subject to corporate income tax. Also,
the Company’s projects with unit price of PhP450,000 and under are considered socialized housing projects
and enjoy income tax free status by virtue of Republic Act No. 7279. As such, the Company’s sales of low cost
subdivision lots and housing units are currently not subject to twelve percent (12%) VAT, and corporate
income tax. In the event that the Company loses these tax exemptions or incentives or its tax holiday lapses
52
or is not renewed, these sales would become subject to VAT and corporate income tax. These prospective
tax charges will directly affect the Company’s net income, and the Company expects that any changes in
regulatory and tax policy and applicable tax rates may affect its results of operations from time to time.
Price Volatility of Construction Materials and Other Development Costs
The Company’s cost of sales is affected by the price of construction materials such as steel, tiles and cement,
as well as fluctuations in electricity and energy prices. While the Company, as a matter of policy, attempts to
fix the cost of material components in its agreements with contractors, in cases where demand for steel, tiles
and cement are high or when there are shortages in supply, the contractors the Company hires for
construction or development work may be compelled to raise their contract prices. With respect to
electricity, higher prices generally result in a corresponding increase in the Company’s overall development
costs. As a result, rising costs for any construction materials or in the price of electricity will impact the
Company’s construction costs, cost of sales and the price for its products. Any increase in prices resulting
from higher construction costs could adversely affect demand for the Company’s products and the relative
affordability of such products, particularly as a mass housing developer. This could reduce the Company’s
profitability.
With regard to sales of subdivision house and lots, if the actual cost of completing the development of a
particular project exceeds the Company’s estimates, any increase in cost is recorded as part of the cost of
sales of subdivision house and lots in the same project. This means that the cost of sales for future sales in
the same project will be higher.
Availability of Suitable Land for Development
The Company meticulously selects the sites for its mass housing development projects, typically undergoing
a research process of anywhere from six (6) months to one (1) year before deciding to acquire land for its
contemplated developments. After initializing projects in the Visayas and Mindanao, the Company is
currently looking to expand its footprint in Luzon, and also the Metro and Greater Manila areas. To this end,
the Company is currently examining its options for the acquisition of parcels of land in these areas. The
Company selects the location of its developments based on numerous factors, such as proximity to public
transportation hubs and employment areas, as well as vicinity to retail and other commercial establishments,
among others. That said, properties which meet all these criteria may not be available for the price the
Company is willing to pay, or the Company may encounter competing offers from other developers who may
have more resources at their disposal. If the Company is unable to acquire or select the optimal parcels of
land for its development projects and expansion plans or is unable to successfully grow and manage its land
bank, its ability to meet its revenue and growth targets may be adversely affected.
Demand for Residential Properties
The Company has benefited from greater demand for residential properties resulting from, among other
factors, growth of the Philippine economy, increasing number of Filipinos investing in the Philippine real
estate market, strong levels of OFW remittances and increasing demand from expatriate Filipinos. In
addition, the Company has also benefited specifically from the underserved backlog for mass housing in the
Philippines in recent years. The increased demand for residential properties has been a significant factor in
the Company’s increased revenues and profits over the last three (3) years. In response to these
developments, the Company has further increased the number of mass housing development projects. The
Company has also begun to offer new mass housing residential products, such as condominiums, to address
potential demand from specific target markets. It is unclear whether the demand for housing in the
Philippines will remain high or continues to grow, or whether the demand for the Company’s products will
reach the levels anticipated by the Company. Negative developments with respect to demand for housing in
the Philippines would in turn have a negative effect on the Company’s operational results. Conversely,
53
positive developments in housing demand would likely positively contribute to the Company’s operational
results as observed in the past.
Critical Accounting Policies
Critical accounting policies are those that are both (i) relevant to the presentation of the Company’s financial
condition and results of operations and (ii) require management’s most difficult, subjective or complex
judgments, often as a result of the need to make estimates about the effect of matters that are inherently
uncertain. As the number of variables and assumptions affecting the possible future resolution of the
uncertainties increase, those judgments become even more subjective and complex. To provide an
understanding of how the Company’s management forms its judgments about future events, including the
variables and assumptions underlying its estimates, and the sensitivity of those judgments to different
circumstances, the critical accounting policies discussed below have been identified. While the Company
believes that all aspects of its financial statements should be studied and understood in assessing its current
and expected financial condition and results of operations, the Company believes that the following critical
accounting policies warrant particular attention. For more information, see Notes 2 and 3 to the Company’s
2019 Audited Consolidated Financial Statements.
DESCRIPTION OF CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME LINE ITEMS
The following table sets forth details for the Company’s sales and other income line items for the periods
indicated.
2017 2018 2019

P P P
(Audited)
(millions)
Revenue
....................................................................... 10,181.7 11,745.9 15,276.5
....................................................................... (4,523.3) (5,282.0) (7,010.8)
Gross Income
.................................................................. 5,658.4 6,463.9 8,265.7
Operating Expenses
....................................................................... (1,684.3) (1,985.6) (2,474.3)
Net Operating Income
.................................................................. 3,974.1 4,478.3 5,791.4
Finance Costs
....................................................................... (1,134.3) (1,204.6) (1,621.7)
Other Income
....................................................................... 1,597.3 1,404.1 1,689.7
.................................................................. 4,437.1 4,677.8 5,859.3
....................................................................... (298.4) (2.9) (280.9)
Net Income
.................................................................. 4,138.8 4,674.9 5,578.5
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Revenue
The Company’s revenue primarily comprises of those received from its sales of low-cost Mass Housing units
and subdivision lots and medium-rise building housing units, rental services and other incidental income
relating to its real estate operations, as well as revenues derived from its timeshare and hotel operations.
Cost of sales and services comprise (i) the Company’s costs of sales from its low-cost Mass Housing sales of
housing units and subdivision lots, costs of sales from sales of MRB condominium units and costs of sales
from sales of timeshares; (ii) cost of rental services; and (iii) the Company’s costs of services from its hotel
operations (including room and food and beverage sales).
Operating Expenses
Operating expenses generally include selling and administrative costs that are not directly attributable to the
services rendered. Operating expenses of the Company comprise expenses related to marketing and selling,
documentation, taxes and licenses, salaries and employment benefits, write-off of assets, provisions for
impairment losses, management and professional fees, communication, light and water, provisions for
probable losses, security, messengerial and janitorial services, depreciation and amortization, transportation
and travel, repairs and maintenance, rent, entertainment, amusement and representation, supplies,
provisions for write-down, subscription dues and fees and miscellaneous expenses (such as extraordinary
documentation expenses, liquidation and donation expenses, as well as other expenses).
Finance Costs
Finance costs comprise costs associated with the Company’s borrowings, accretion of interest, bank charges
and net interest expense on its pension obligations.
Other Income
Other income comprises the Company’s interest income from its installment contract receivables, cash in
bank and long-term investments. Other income of the Company also comprises income from water supply,
gain on repossession of delinquent units and associated penalties, rent income, collection service fees and
other miscellaneous income (such as gain from sales cancellations, retrieval fees, association due and transfer
fee). The Company also recorded other gains and losses such as a gain from the sale of unquoted debt security
classified as loans, and other expenses such as a loss on the sale of a subsidiary.
Provision for income tax comprises the Company’s provisions for regular and minimum corporate income
taxes, final taxes to be paid as well as provision for deferred income tax recognized.
Revenue
For the year ended December 31, 2019, the Company recorded consolidated revenue of P15,276.5 million,
an increase of 30% from consolidated sales of P11,745.9 million recorded for the year ended December 31,
2018. The increase was mainly attributable to increased real estate sales. The Company’s real estate sales
generated P14,873.2 million in revenues for the year ended December 31, 2019, an increase of 27% from the
P11,677.9 million in revenues recorded for the year ended December 31, 2018. The improvement was mainly
55
due to an increase in average selling price of units sold for the year, supported by the growing nationwide
market acceptance of the Company’s CTS Gold program. The Company’s rental income generated P16.5
million in revenues for the year ended December 31, 2019, an increase from the P12.5 million rental income
The Company’s consolidated cost of sales and services for the year ended December 31, 2019 was P7,010.8
million, an increase of 33% from consolidated cost of sales and services of P5,282.0 million recorded for the
year ended December 31, 2018. The increase was mainly attributable to increases in costs of real estate
operations, consistent with the sales growth of these segments.
Gross Income
The Company’s consolidated gross income for the year ended December 31, 2019 was P8,265.7 million, an
increase of 28% from consolidated gross income of P6,463.9 million recorded for the year ended December
31, 2018. The Company’s gross income margin for the year ended December 31, 2019 was 54%, compared
to a gross income margin of 55% recorded for the year ended December 31, 2018. The Company attributes
its strong and steady gross income margin to its sound internal financial planning policies with respect to
landbank acquisition and project budgeting process.
Operating Expenses
For the year ended December 31, 2019, the Company recorded consolidated operating expenses of P2,474.3
million, an increase of 25% from consolidated operating expenses of P1,985.6 million recorded for the year
Finance Costs
The Company’s consolidated finance costs for the year ended December 31, 2019 were P1,621.7 million, an
increase from consolidated finance costs of P1,204.6 million recorded for the year ended December 31, 2018.
The increase was mainly attributable to higher interest rate for the Company’s loan from creditor banks, and
high interest for bonds payable as it is long term in nature.
million, an increase from P1,403.9 million recorded for the year ended December 31, 2018. The increase was
mainly attributable to increase interest income on the Company’s cash in banks and short-term placements
and loans receivable.
The Company’s consolidated income before income tax for the year ended December 31, 2019 was P5,859.3
million, an increase from consolidated income before income tax of P4,677.8 million recorded for the year
million, an increase from consolidated provision for income tax of P2.9 million recorded for the year ended
December 31, 2018.
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Net Income
As a result of the foregoing, the Company’s consolidated net income for the year ended December 31, 2019
was P5,578.5 million, an increase of 19% from consolidated net income of P4,674.9 million recorded for the
year ended December 31, 2018. The Company’s consolidated net income margin for the year ended
December 31, 2019 was 37% while 2018 recorded 40%.
Revenue
For the year ended December 31, 2018, the Company recorded consolidated revenue of P11,745.9 million,
an increase of 15% from consolidated sales of P10,181.8 million recorded for the year ended December 31,
2017. The increase was mainly attributable to increased real estate sales. The Company’s real estate sales
generated P11,677.9 million in revenues for the year ended December 31, 2018, an increase of 15% from the
P10,170.8 million in revenues recorded for the year ended December 31, 2017. The improvement was mainly
due to an increase in average selling price of units sold for the year, supported by the growing nationwide
market acceptance of the Company’s CTS Gold program. The Company’s rental income generated P12.5
million in revenues for the year ended December 31, 2018, an increase from the P10.2 million rental income
The Company’s consolidated cost of sales and services for the year ended December 31, 2018 was P5,282.0
million, an increase of 17% from consolidated cost of sales and services of P4,523.3 million recorded for the
year ended December 31, 2017. The increase was mainly attributable to increases in costs of real estate
operations, consistent with the sales growth of these segments.
Gross Income
The Company’s consolidated gross income for the year ended December 31, 2018 was P6,463.9 million, an
increase of 14% from consolidated gross income of P5,658.4 million recorded for the year ended December
31, 2017. The Company’s gross income margin for the year ended December 31, 2018 was 55%, compared
to a gross income margin of 56% recorded for the year ended December 31, 2017. The Company attributes
its strong and steady gross income margin to its sound internal financial planning policies with respect to
landbank acquisition and project budgeting process.
Operating Expenses
For the year ended December 31, 2018, the Company recorded consolidated operating expenses of P1,985.6
million, an increase of 18% from consolidated operating expenses of P1,684.3 million recorded for the year
Finance Costs
The Company’s consolidated finance costs for the year ended December 31, 2018 were P1,204.6 million, an
increase from consolidated finance costs of P1,134.3 million recorded for the year ended December 31, 2017.
The increase was mainly attributable to higher interest rate for the Company’s loan from creditor banks, and
high interest for bonds payable as it is long term in nature.
million, an increase from P1,576.0 million recorded for the year ended December 31, 2017. The decrease was
57
mainly attributable to decreased interest income on the Company’s lower level of installment contract
receivables under its CTS Gold program during the year, consistent with its higher sales volumes.
The Company’s consolidated income before income tax for the year ended December 31, 2018 was P4,677.8
million, an increase from consolidated income before income tax of P4,437.1 million recorded for the year
million, a decrease from consolidated provision for income tax of P298.4 million recorded for the year ended
December 31, 2017.
Net Income
As a result of the foregoing, the Company’s consolidated net income for the year ended December 31, 2018
was P4,674.9 million, an increase of 13% from consolidated net income of P4,138.8 million recorded for the
year ended December 31, 2017. The Company’s consolidated net income margin for the year ended
December 31, 2018 and 2017 were both 40%.
Financial Position
Assets
The Company’s consolidated cash on hand and in banks were P853.9 million as at December 31, 2019, a
decrease of 60% from consolidated cash on hand and in banks of P2,143.6 million as at December 31, 2018.
The Company’s consolidated current portion of trade and other receivables were P4,407.0 million as at
December 31, 2019, a 40% increase from consolidated current portion of trade and other receivables of
Inventories
The Company’s consolidated inventories were P36,925.3 million as at December 31, 2019, an increase of 27%
from consolidated inventories of P29,131.4 million as at December 31, 2018. The increase was due mainly to
the reclassification of lands previously classified as held for future development to inventories subsequent
to the commencement of construction of development projects on such land, and work in progress
inventories relating to high rise building project in Urban Deca Homes Manila and Urban Deca Homes
Oritigas.
The Company’s consolidated due from related parties were P1,230.7 million as at December 31, 2019, an
increase of 22% from consolidated due from related parties of P1,007.7 million as at December 31, 2018.
58
The Company’s consolidated other current assets were P4,377.8 million as at December 31, 2019, an increase
of 3% from consolidated other current assets of P4,262.1 million as at December 31, 2018, primarily due to
increased advances to contractors in relation to construction of the Company’s development projects.
The Company’s consolidated trade and other receivables-net of current portion were P17,790.1 million as at
December 31, 2019, an increase from consolidated trade and other receivables-net of current portion of
The Company’s consolidated property and equipment was P808.5 million as at December 31, 2019, a
decrease of 2% from consolidated property and equipment of P826.5 million as at December 31, 2018.
The Company’s consolidated investment properties were P313.1 million as at December 31, 2019, an
increase from consolidated investment properties of P183.8 million as at December 31, 2018.
The Company’s consolidated other noncurrent assets were P374.5 million as at December 31, 2019, an
increase from consolidated other noncurrent assets of P312.1 million as at December 31, 2018.
Liabilities
December 31, 2019, an increase from consolidated current portion of trade and other payables of P5,703.3
The Company’s consolidated current portion of loans payable were P11,828.2 million as at December 31,
2019, an increase of 63% from the consolidated current portion of loans payable of P7,242.8 million as at
December 31, 2018.
The Company’s consolidated deposits from customers were P905.5 million as at December 31, 2019, an
increase of 75% from consolidated deposits from customers of P518.3 million as at December 31, 2018.
The Company’s consolidated due to related parties were P83.8 million as at December 31, 2019, an increase
from consolidated due to related parties of P57.0 million as at December 31, 2018.
Income tax payable
The Company’s consolidated income tax payable was P82.2 million as at December 31, 2019, an increase
from consolidated income tax payable of P65.6 million as at December 31, 2018.

59
The Company’s consolidated trade and other payables - net of current portion were P1,060.0 million as at
December 31, 2019, an increase from consolidated trade and other payables - net of current portion of
P109.2 million as at December 31, 2018.
The Company’s consolidated loans payable - net of current portion was P5,756.7 million as at December 31,
2019, a decrease from consolidated loans payable - net of current portion of P7,764.2 million as at December
31, 2018.
The Company’s consolidated deferred tax liability was P870.0 million as at December 31, 2019, an increase
from consolidated deferred tax liability of P201.2 million as at December 31, 2018. This deferred tax liability
was attributable to provision for income tax resulting from the delay in the income tax holiday accreditation
for certain Company projects. Accreditation for these projects have since been obtained.
Assets
The Company’s consolidated cash on hand and in banks were P2,143.6 million as at December 31, 2018, an
increase of 56% from consolidated cash on hand and in banks of P1,377.4 million as at December 31, 2017.
The Company’s consolidated current portion of trade and other receivables were P3,158.9 million as at
December 31, 2018, a 32% increase from consolidated current portion of trade and other receivables of
Inventories
The Company’s consolidated inventories were P29,131.4 million as at December 31, 2018, an increase of 13%
from consolidated inventories of P25,741.3 million as at December 31, 2017. The increase was due mainly to
the reclassification of lands previously classified as held for future development to inventories subsequent
to the commencement of construction of development projects on such land, and work in progress
inventories relating to high rise building project in Urban Deca Homes Manila.
The Company’s consolidated due from related parties were P1,007.7 million as at December 31, 2018, an
increase of 88% from consolidated due from related parties of P535.6 million as at December 31, 2017.
The Company’s consolidated other current assets were P4,262.1 million as at December 31, 2018, an increase
of 85% from consolidated other current assets of P2,305.6 million as at December 31, 2017, primarily due to
increased advances to contractors in relation to construction of the Company’s development projects.
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The Company’s consolidated trade and other receivables-net of current portion were P17,268.9 million as at
December 31, 2018, a decrease from consolidated trade and other receivables-net of current portion of
P20,503.1 million as at December 31, 2017. Decrease is mainly due to sale of receivables to a financial
institution in 2018.
The Company’s consolidated property and equipment was P826.5 million as at December 31, 2018, an
increase of 7% from consolidated property and equipment of P309.6 million as at December 31, 2017.
The Company’s consolidated investment properties were P183.8 million as at December 31, 2018, a decrease
from consolidated investment properties of P295.8 million as at December 31, 2017.
The Company’s consolidated other noncurrent assets were P312.1 million as at December 31, 2018, an
increase from consolidated other noncurrent assets of P215.3 million as at December 31, 2017.
Liabilities
December 31, 2018, an increase from consolidated current portion of trade and other payables of P4,245.3
The Company’s consolidated current portion of loans payable were P7,242.8 million as at December 31, 2018,
an increase of 17% from the consolidated current portion of loans payable of P6,208.5 million as at December
31, 2017.
The Company’s consolidated deposits from customers were P518.3 million as at December 31, 2018, an
increase of 3% from consolidated deposits from customers of P441.5 million as at December 31, 2017.
The Company’s consolidated due to related parties were P57.0 million as at December 31, 2018, a decrease
from consolidated due to related parties of P131.7 million as at December 31, 2017.
Income tax payable
The Company’s consolidated income tax payable was P65.6 million as at December 31, 2018, a decrease from
consolidated income tax payable of P142.1 million as at December 31, 2017.
The Company’s consolidated trade and other payables - net of current portion were P240.5 million as at
December 31, 2018, an increase from consolidated trade and other payables - net of current portion of
P144.8 million as at December 31, 2017.
61
The Company’s consolidated loans payable - net of current portion was P7,764.2 million as at December 31,
2018, a slight increase from consolidated loans payable - net of current portion of P7,421.9 million as at
December 31, 2017. The Company entered into additional loan transactions during the course of the year to
fund its installment contract receivables under the CTS Gold program as well as construction of its high rose
projects.
The Company’s consolidated deferred tax liability was P201.2 million as at December 31, 2018, a decrease
from consolidated deferred tax liability of P461.6 million as at December 31, 2017. This deferred tax liability
was attributable to provision for income tax resulting from the delay in the income tax holiday accreditation
for certain Company projects. Accreditation for these projects have since been obtained.
The Company mainly relies on the following sources of liquidity: (1) cash flow from operations, (2) cash
generated from the sale or transfer of receivables to private financial institutions such as banks or to
government housing related institutions such as the Home Development Mutual Fund (“Pag-IBIG”), and (3)
financing lines provided by banks. The Company knows of no demands, commitments, events, or
uncertainties that are reasonably likely to result in a material increase or decrease in liquidity. The Company
is current on all of its loan accounts, and has not had any issues with banks to date. The Company does not
anticipate having any cash flow or liquidity problems over the next 12 months. The Company is not in breach
or default on any loan or other form of indebtedness.
The Company expects to meet its operating assets and liabilities, capital expenditure, dividend payment and
investment requirements for the next 12 months primarily from its operating cash flows, borrowings and
proceeds of the Primary Offer. It may also from time to time seek other sources of funding, which may include
debt or equity financings, depending on its financing needs and market conditions.
Cash Flows
The following table sets forth selected information from the Company’s consolidated statements of cash
flows for the periods indicated:

2017 2018 2019
₱ ₱ ₱
(Audited)
(millions)
Net Cash From (Used in) Operating
Activities
...................................................... 270.8 5,292.0 1,179.3
Net Cash Used in Investing Activities
...................................................... (406.6) (1,703.0) (1,904.6)
Net Cash Provided by Financing
Activities
...................................................... 809.4 (2,822.8) (595.0)
Net Increase (Decrease) in Cash on
Hand and in Banks
...................................................... 673.6 766.2 (1,320.3)
62
2017 2018 2019
₱ ₱ ₱
(Audited)
(millions)
Cash and Cash Equivalents of Newly
Acquired Subsidiary - - 30.6
Cash on Hand and in Banks at
Beginning of Year
...................................................... 703.8 1,377.4 2,143.6
Cash on Hand and in Banks at End of
Year
1,377.4 2,143.6 853.9
......................................................
The revenue generated from its operations, primarily the sale of residential housing units, subdivision lots
and MRB condominium units, primarily affects the Company’s consolidated net cash used in operating
activities. The Company’s consolidated net cash from operating activities were ₱1,179.3 million, for year
ended December 31, 2019 and net cash from operating activities ₱5,292.0 million, for year ended December
31, 2018.
For the year ended December 31, 2019, consolidated net cash flow from operating activities reflected cash
provided by the Company’s operations.
Consolidated net cash flow used in investing activities for the years ended December 31, 2019 and 2018 were
₱1,904.6 million and ₱1,703.0 million, respectively.
For the year ended December 31, 2019, consolidated net cash flow used in investing activities reflected
acquisitions of a new subsidiary and investment properties.
Cash flow used in financing activities
Consolidated net cash flow used in financing activities for the year ended December 31, 2019 and 2018 were
₱595.0 million and ₱2,822.8 million, respectively.
For the year ended December 31, 2019, consolidated net cash flow used in financing activities was
attributable mainly from the Company’s payment of loans and acquisition of treasury shares.
Key Performance Indicators
The table below sets forth key performance indicators for the Company for the years ended December 31,
2018 and 2019.
As of December 31, 2019 As of December 31, 2018

Key Performance Indicators Audited Audited
Current Ratio 1.72 2.92
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Gross Income Margin 54.11% 55.03%
Debt Obligations and Facilities
As of December 31, 2019, the Company’s total outstanding indebtedness was P17.6 billion, comprised of
various short-term and long-term loans mainly from local banks, with interest rates ranging from 4.3 to 7.0%
per annum in 2019. The Company’s interest rates are either subject to annual repricing or at variable rates.
The Company’s loans payable have maturities ranging from three months to five years, and are typically
secured by receivables under its CTS Gold program, land held for future development, inventories and various
properties of the Company.
Acceleration of Financial Obligations
There are no known events that could trigger a direct or contingent financial obligation that would have a
material effect on the Company’s liquidity, financial condition and results of operations.
Off Balance Sheet Arrangements
As of the date of this report, the Company has no material off-balance sheet transactions, arrangements, and
obligations. The Company also has no unconsolidated subsidiaries.
Income or Losses Arising Outside of Continuing Operations
The Company has no sources of income or loss coming from discontinued operations. All of its Subsidiaries
are expected to continue to contribute to the Company’s operating performance on an ongoing basis and/or
in the future.
Qualitative and Quantitative Disclosure of Market Risk
Credit Risk
The Company is exposed to credit risk from its in-house financing program. Credit risk is the risk of loss that
may occur from the failure of a customer to abide by the terms and conditions of the customer’s financial
contract with the Company, principally the failure to make required payments on amounts due to the
Company. The Company attempts to mitigate credit risk by measuring, monitoring and managing the risk for
each customer seeking to obtain in-house financing. The Company has a structured and standardized credit
approval process, which includes conducting background and credit checks on prospective buyers using
national credit databases and, where feasible, conducting physical verification of claims regarding residences
and properties owned. From time to time, the Company utilizes its receivables rediscounting lines with banks
and other financial institutions with its contracts receivables as collateral (“with recourse” transactions)
and/or sells installment contract receivables on a “without recourse” basis.
Liquidity Risk
The Company faces the risk that it will not have sufficient cash flows to meet its operating requirements and
its financing obligations when they come due.
To better manage its liquidity risk as well as improve its cash conversion cycle, the Company currently has
take-out arrangements with PAG-IBIG where it will transfer its receivables under the CTS Gold program within
four (4) years in exchange for cash. The Company has submitted to PAG-IBIG approximately four thousand
64
seven hundred (4,700) CTS receivables equivalent to approximately PhP4 billion. These accounts are
currently being processed by PAG-IBIG, and at various stages of cycle completion. The acceptance or rejection
of a CTS receivable by PAG-IBIG is based on certain guidelines of PAG-IBIG such as employment, number of
contributions made by the homeowner/PAG-IBIG member, net disposable income, etc. The Company
believes that substantially all of its requests for take-outs have been accepted by PAG-IBIG.
In addition, the Company also pursues various sustainable strategies to better manage its liquidity profile.
These include the sale to institutions (such as banks or government housing agencies) or the securitization
of portions of the Company’s receivables portfolio.
Interest Rate Risk
Fluctuations in interest rates could negatively affect the margins of the Company in respect of its sales of
receivables and could make it more difficult for the Company to procure new debt on attractive terms, or at
all. The Company currently does not, and does not plan to, engage in interest rate derivative or swap activity
to hedge its exposure to increases in interest rates.
Fluctuations in interest rates also have an effect on demand for the Company’s products. As most of the
Company’s customers obtain some form of financing for their real estate purchases, interest rate levels could
affect the affordability and desirability of the Company’s subdivision lots and housing and condominium
units.
Commodity Risk
As a property developer, the Company is exposed to the risk that prices for construction materials used to
build its properties (including, among others, cement and steel) will increase. These materials are global
commodities whose prices are cyclical in nature and fluctuate in accordance with global market conditions.
The Company is exposed to the risk that it may not be able to pass its increased costs to its customers, which
would lower the Company’s margins. The Company does not engage in commodity hedging, but attempts to
manage commodity risk by requiring its construction and development contractors to supply raw materials
for the relevant construction and development projects (and bear the risk of price fluctuations).
Seasonality
There is no significant seasonality in the Company’s sales. Delinquencies on the Company’s receivables from
homebuyers tend to increase in the months of June and December. During these months, the Company’s
customers’ cash flows are impacted by the need to make tuition payments in June for their children’s
schooling and by Christmas Holiday-related expenditures in December. The Company mitigates this
seasonality in collections by instituting credit and collection policies that encourage homebuyers to prioritize
their amortization payments to the Company over other expenditures. These include incentives (i.e. vouchers
for school supplies or Christmas season shopping at local stores that are given to homebuyers who are timely
in their amortization payments) and remedial measures (i.e. fines for late amortization payments). For the
most part, any spikes in delinquencies in June and December normalize in the succeeding month or two as
homebuyers catch up on their payments.
65
Item 7. Consolidated Financial Statements
Please see accompanying 2019 Audited Consolidated Financial Statements (“2019 AFS”)
Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
Independent Public Accountants
For 2019 and 2018, Punongbayan and Araullo (P&A) has been engaged by the Board of Directors as
Independent External Auditor.
Until 2015, Sycip Gorres Velayo & Co. (SGV) is the Company’s Independent External Auditor. SGV
initially rendered its services to the Company in 2012. Prior to commencement of SGV services, the
Company’s Independent External Auditor was Reyes Tacandong & Co.
The Company has not had any disagreements on accounting and financial disclosures with the
independent auditors. Reyes Tacandong & Co., SGV & Co. and P&A have no shareholdings in the
Company nor any right, whether legally enforceable or not, to nominate persons or to subscribe to
securities issued by the Company.
All independent auditors do not have and will not receive any direct or indirect interest in the
Company or in any of our securities (including options, warrants or rights thereof) pursuant to or in
connection with the Common Shares.
The foregoing is in accordance with the Code of Ethics for Professional Accountants in the Philippines
set by the Board of Accountancy and approved by the Professional Regulation Commission.
Apart from the foregoing audit-related services, our independent auditors have not rendered tax,
accounting, compliance, advice, planning and other tax services for the Company within last two fiscal
years.
The 2018 audit of the Company is in compliance with paragraph (3)(b)(iv) of Securities Regulation Code
Rule 68, as amended, which provides that the external auditor should be rotated, or the handling
partner changed, every five (5) years or earlier.
External Audit Fees
The following table sets out the aggregate fees billed for each of the last two years for professional
services rendered by Punongbayan & Araullo, excluding fees directly related to the Offer.
2017 2018 2019

(₱)
Audit and Audit-Related Fees(1) 7,500,000 8,650,000 12,600,000
.......................................................................
All Other Fees(2) 900,000 1,038,000 1,512,000
Total 8,400,000 9,688,000 14,112,000
.......................................................................
(1) Audit and Audit-Related Fees. This category includes the audit of annual financial statements, review of interim
financial statements and services that are normally provided by the independent auditor in connection with
statutory and regulatory filings or engagements for those calendar years.
66
(2) All other fees above include out-of-pocket expenses incidental to the independent auditors’ work, the amounts of
which do not exceed 15% of the agreed-upon engagement fees.
The Corporation did not engage the services of the External Auditors and has not paid any other fees,
except as stated above.
Audit and Risk Committee
The Audit and Risk Committee is composed of at least three members of the Board who have
accounting and finance backgrounds, at least one of whom is an independent director and another
with audit experience. The chair of the Audit and Risk Management Committee should be an
independent director.
The Audit Committee has the following functions:
(a) Assist the Board in the performance of its oversight responsibility for the financial reporting
process, system of internal control, audit process and monitoring of compliance with
applicable laws, rules and regulations;
(b) Provide oversight over the management’s activities in managing credit, market, liquidity,
operational, legal and other risks of the Company. This function shall include receiving from
management of information on risk exposures and risk management activities;
(c) Perform oversight functions over the Company’s internal and external auditors. It should
ensure that the internal and external auditors act independently from each other, and that
both auditors are given unrestricted access to all records, properties and personnel to enable
them to perform their respective audit functions;
(d) Review the annual internal audit plan to ensure its conformity with the objectives of the
Company. The plan shall include the audit scope, resources and budget, necessary to
implement it;
(e) Prior to the commencement of the audit, discuss with the external auditor the nature, scope
and expenses of the audit, and ensure proper coordination if more than one audit firm is
involved in the activity to secure proper coverage and minimized duplication of efforts;
(f) Organize an internal audit department, and consider the appointment of an independent
internal auditor and the terms and conditions of it engagement and removal;
(g) Monitor and evaluate the adequacy and effectiveness of the Company’s internal control
system, including financial reporting control and information technology security;
(h) Review the reports submitted by the internal and external auditors;
(i) Review the quarterly, half-year and annual financial statements before their submission to the
Board, with particular focus on the following matters:
(i) Any changes in accounting policies and practices;
(ii) Major judgmental areas;
(iii) Significant adjustments resulting from the audit;
67
(iv) Going concern assumptions;
(v) Compliance with accounting standards; and
(vi) Compliance with tax, legal and regulatory requirements.
(j) Coordinate, monitor and facilitate compliance with laws, rules and regulations;
(k) Evaluate and determine the non-audit work, if any, of the external auditor, and review
periodically the non-audit fees paid to the external auditor in relation to their significance to
the total annual income of the external auditor and to the Company’s overall consultancy
expenses. The Audit Committee shall disallow any non-audit work that will conflict with his
duties as an external auditor or may pose a threat to his independence. The non-audit work,
if allowed, should be disclosed in the Company’s annual report;
(l) Establish and identify the reporting line of the internal auditor to enable him to properly fulfill
his duties and responsibilities. He shall functionally report directly to the Audit Committee.
The Audit Committee shall ensure that, in the performance of the work of the internal auditor,
he shall be free from interference by outside parties.
As of the date of writing, the Audit and Risk Management Committee is chaired by Ms. Arlene C. Keh,
while Mr. Mariano D. Martinez, Jr., Mr. Luis N. Yu, Jr., Mr. Ben Chan Wei Beng, and Mr. Dominic J.
Picone serve as its members.
PART III - CONTROL AND COMPENSATION INFORMATION
Item 9. Directors and Executive Officers
The overall management and supervision of the Company is undertaken by the Company’s Board of
Directors. The Company’s executive officers and management team cooperate with its Board by
preparing appropriate information and documents concerning the Company’s business operations,
financial condition and results of operations for its review. Pursuant to the Company’s current articles
of incorporation, the Board consists of thirteen (13) members. To date, two (2) members of the Board
are independent directors. Except for Mr. Manuel S. Delfin, Jr. who was elected to the Board on
September 2, 2014, all of the directors were re-elected at the Company’s annual shareholders meeting
on July 28, 2014 and will hold office for a period of one (1) year from their election and until their
successors have been duly elected and qualified.
The table below sets forth each member of the Company’s Board as of writing.
Name Age Nationality Position

Mariano D. Martinez, Jr. 66 Filipino Chairman of the Board
........................................
Luis N. Yu, Jr. 64 Filipino Chairman Emeritus and Director
........................................
Willibaldo J. Uy Deceased Filipino Director
........................................
Manuel C. Crisostomo 66 Filipino Independent Director
........................................
68
Arlene C. Keh 57 Filipino Independent Director
........................................
Manuel S. Delfin, Jr. 59 Filipino Director
Lowell L. Yu 43 Filipino Director
Raul Fortunato R. Rocha 67 Filipino Director
Richard L. Haosen 57 Filipino Director, Treasurer and GM Treasury
Ian Norman E. Dato 41 Filipino Director
Han Jun Siew 39 Malaysian Director
Dominic J. Picone 42 American Director
The business experience of each of the directors is set forth below.

Chairman of the Board
of Ceres Homes, Inc. (2002 to present). He is also the President of Kwantlen Development Corporation
Management & Collection Services Inc. (2008), BP Waterworks Incorporated (1997), 8990 Luzon
Housing Development Corporation (until 2011) and Fog Horn, Inc. (until 2011). He is currently a Board
Advisor to the SHDA, the largest industry organization for real estate developers in the Philippines. He
held the positions of Chairman (2001-2002) and President (1999-2001) for the SHDA. Mr. Martinez
holds a Bachelor of Science in Business Management degree from De La Salle College (1976). Mr.
Martinez has more than 30 years of experience managing and heading companies engaged in Mass
Housing subdivision development.
Luis N. Yu, Jr.

Chairman Emeritus and Director
Manuel C. Crisostomo
Independent Director
Mr. Crisostomo was Senior Vice President and CEO of the Home Development Mutual Fund (HDMF)
from 2001 to 2002, capping a government career spanning various positions for 25 years. He was the
President and CEO of Firm Builders Realty Development Corporation from 2005 to 2013 and served as
National President and Chairman of SHDA from 2010 to 2011. Mr. Crisostomo has a BS Industrial
69
Engineering degree from the University of the Philippines and passed the Career Executive Service
Officer of the Civil Service Commission.
Arlene C. Keh
Independent Director
Willibaldo J. Uy
Chief Execitove Officer and Director
Mr. Uy became the COO and member of the board of directors of the Company on February 2016.
Before that, Mr. Uy was an independent director of the Company in August 2012 up to January 2016.
Mr. Uy presently holds concurrent positions with the Phinma Group of Companies. He formerly holds
the following position: President and CEO of Phinma Property Holdings Corporation, President of Asian
Plaza Inc., Senior Vice President of Philippine Investment Management(Phinma), Inc., Executive Vice
President of T-O Insurance Brokers, Inc., Vice President and Treasurer of Mariposa Properties, Inc.,
Member of the Board of Directors/Trustees for Microtel Development Corporation, Phinma BPO,
Union Galvasteel Corporation, Trans-Asia Renewable Energy Corporation, Phinma Foundation, Inc.
and Mariposa Foundation, Inc. Mr. Uy also holds the position of President and Chairman of the Board
of Rockwell Center Association, Inc. He is also the Managing Director of CMTC International Marketing
Corporation, Treasurer and Director for American Home Appliance Marketing Corporation, le Becarre
International Corporation, Harritex Industrial Corporation, Director of Harrison Industrial Corporation,
Southeast Asia Tour and Travel Corporation, Emerald Headway Distributors, Inc., Philippine
Retirement, Inc., the SHDA, SHDA Guaranty Funds, Inc., Microventures, Inc. and Treasurer for Coalition
for the Homeless Foundation, Inc. Mr. Uy completed the Executive Program from the National
University of Singapore and University of California, Los Angeles (1992). He has a Master in Business
Administration from the Ateneo Graduate School of Business (1986) and a degree of Bachelor of
Science in Marketing Management from the De La Salle University (1979).
In the special meeting of the Board of Directors of the Company held on 27 December 2017, the Board
approved the appointment of Mr. Willibaldo J. Uy as the President and Chief Executive Officer of the
Company effective 1 January 2018.

Director
70
Lowell L. Yu
Director
Mr. Yu, is currently the President of iHoldings Inc. He also holds chairmanship positions at 77 Living
as an AVP of Business Development of Earth+Style/Quantuvis Resources. Atty. Yu Holds Masters in
Management from the Asian Institute of Management and a Bachelor of Laws from Siliman University.

Director
of various organizations like Rotary Club of Naga East, Metro Naga Chamber of Commerce and Industry
and Kapisanan ng mga Broadcaster ng Pilipinas (KBP).
Richard L. Haosen
Director, and Treasurer
Mr. Richard L. Haosen, assumed the position of Treasurer of the Company in 2010. Mr. Haosen is also
currently serving as the General Manager of 8990 Housing. Before joining the Company in 2010, he
served as the Vice President/Division Head of the Business Lending Division – Cebu and the Business
Lending Group – Visayas/Mindanao of Metropolitan Bank and Trust Company (MBTC) from 2006 to
2010. He also served as Unit Head of MBTC Cebu Account Management Unit from 2005 to 2006, and
as Account Officer of MBTC Cebu Downtown Center Branch from 1994 to 2005. Mr. Haosen obtained
his license as a Certified Public Accountant in 1982. He also has a degree in B.S. Commerce, major in
Accounting from the Ateneo de Davao University (1982).
Alexander Ace Sotto

Director
He is currently the Chief Operating Officer of the Company. He was the General Manager for
Construction of the Company. He also holds the positions of Governor of the Subdivision and Housing
Developers Association (SHDA) for Visayas and Advisor for the Subdivision and Housing Developers
71
Association (SHDA) in Central Visayas. He holds a Bachelor of Science degree in Civil Engineering from
the University of San Carlos Technological Center, Talamban, Cebu City in 2002.
Ian Norman E. Dato

Director
University College of London where he graduated with merit in 2011. He obtained his Juris Doctor
from the Ateneo de Manila University School of Law and a degree in Political Science from the
University of the Philippines Diliman. He is a member of the UCL Alumni Association, International
Visitors Leadership Program Alumni of the U.S. Department of State, and Chevening Alumni of the
Foreign & Commonwealth Office of the United Kingdom.
Han Jun Siew

Director
Mr. Jun Siew is currently a Senior Vice President in the Investments division of Khazanah Nasional
Berhad, supporting the Financial Institutions Group sector and Philippines coverage. Within Khazanah
he has worked on a wide range of investment projects, particularly in banking, insurance and
reinsurance investments. He joined Khazahan in 2012. He holds a Bachelor of Business and Commerce
(Economics, Banking and Finance) from Monash University, Australia.
Dominic J. Picone
Director
Center (UTAC), and CIMB. He is an alternate board member of UTAC Holdings, and serves on the audit,
risk, and compensation committees of BFI Finance. Prior to joining TPG in 2005, Mr. Picone worked
in the Investment Banking Division of Credit Suisse First Boston in Melbourne, primarily focused on
mergers and acquisitions in Australia and New Zealand. A native of Australia, he received a Bachelor
of Commerce (Honours – Finance) and a Bachelor of Laws from the University of Melbourne.
The table below sets forth the Company’s officers as of writing.

Willibaldo J. Deceased Filipino President and CEO
Uy
...........................................
Richard L. 57 Filipino Treasurer
Haosen
...........................................
72
Roan Buenaventura – 34 Filipino Chief Financial Officer
Torregoza
Alexander Ace Sotto 39 Filipino Chief Operating Officer
Teresa C. Secuya 58 Filipino Compliance Officer

...........................................
Cristina S. Palma Gil- 52 Filipino Corporate Secretary
Fernandez
...........................................
Maureen Christine O. 33 Filipino Asst. Corporate Secretary
Lizarondo
...........................................
Patricia Victoria Ilagan 44 Filipino Investor Relations Officer
The business experience of each of the key executive and corporate officers is set forth below.
Richard L. Haosen
Treasurer
Please refer to the table of Directors above.
Alexander Ace Sotto

Chief Operating Officer
Please refer to the table of Directors above.
Roan Buenaventura – Torregoza

Chief Financial Officer
Ms. Roan Buenaventura-Torregoza assumed the position of Chief Financial Officer of the Company on
September 2016. Prior to her current position, she served as Acting Chief Financial Officer, Deputy
Chief Financial Officer, Assistant General Manager for Audit, and Management Services Manager for
8990 Holdings, Inc. Before joining the Company in 2014, she served as Account Officer of Wholesale
Finance Department of BPI Family Savings Bank, Inc. from 2008 to 2012. Ms. Buenaventura-Torregoza
finished her Master in Business Administration Concentration in Finance from Asian Institute of
Management as W. Sycip Graduate School of Business Scholar in December 2013. She also has a
degree in B.S. Business Administration from the University of the Philippines-Diliman (2007).
Teresa C. Secuya
Compliance Officer
73
Corporate Secretary
Law Offices and has over 18 years of experience in corporate and commercial law, with emphasis on
the practice areas of banking, securities and capital markets (equity and debt), corporate
reorganizations and restructurings and real estate.
Maureen Christine Lizarondo

Assistant Corporate Secretary
Atty. Maureen Christine O. Lizarondo was born on November 30, 1986, graduated cum laude with the
degree of Bachelor Arts, Major in Political Science, from the University of the Philippines in 2003, and
with a Juris Doctor degree, second honors, from the Ateneo de Manila University in 2011. She is
currently an Associate at Picazo Buyco Tan Fider & Santos Law Offices.

Investor Relations Officer
Family Relationships
As of writing, family relationships (by consanguinity or affinity within the fourth civil degree) between
Directors and members of the Company’s senior management are as follows:
Lowell L. Yu, Director, is the son of Mr. Luis N. Yu, Jr., Director.
Involvement of Directors and Executive Officers in Certain Legal Proceedings
To the best of the Company’s knowledge and belief and after due inquiry, none of the Company’s
directors, nominees for election as director, or executive officers have in the five-year period prior to
the date of this report: [1] had any petition filed by or against any business of which such person was
a general partner or executive officer either at the time of the bankruptcy or within a two-year period
of that time; [2] have been convicted by final judgment in a criminal proceeding, domestic or foreign,
or have been subjected to a pending judicial proceeding of a criminal nature, domestic or foreign,
excluding traffic violations and other minor offenses; [3] have been the subject of any order, judgment,
or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
domestic or foreign, permanently or temporarily enjoining, barring, suspending or otherwise limiting
their involvement in any type of business, securities, commodities or banking activities; or [4] have
been found by a domestic or foreign court of competent jurisdiction (in a civil action), the Philippine
SEC or comparable foreign body, or a domestic or foreign exchange or other organized trading market
74
or self-regulatory organization, to have violated a securities or commodities law or regulation, such
judgment having not been reversed, suspended, or vacated.
Item 10. Executive Compensation
Compensation
The following are the Company’s president and four most highly compensated executive officers for
the year ended December 31, 2019:
Name Position
Willibaldo J. Uy Willibaldo J. Uy President and CEO
Alexander Ace Sotto Chief Operating Officer
Roan Buenaventura-Torregoza Chief Financial Officer
Richard L. Haosen General Manager – Treasury Group
Anthony Vincent S. Sotto General Manager – Operations
The following table identifies and summarizes the aggregate compensation (actual and expected) of
the Company’s President and CEO and the four most highly compensated executive officers of the
Company in 2017, 2018 and 2019:
Year Total(1)
(₱)
President and the four most highly compensated
executive officers named above
................................................................................. 2012 19,643,778
2013 19,643,778
2014 21,608,155
2015 22,688,562
2016 23,822,990
2017 25,014,139
2018 26,264,846
2019 26,921,467
Aggregate compensation paid to all other officers
as a group unnamed
................................................................................. 2012 19,402,621
2013 23,250,000
2014 28,050,000
2015 29,452,500
2016 30,925,125
2017 32,471,380
2018 34,094,949
2019 35,117,797
____________
Note:
(1) Includes salary, bonuses and other income.
75
Compensation of Directors
The by-laws of the Company provide that, by resolution of the Board, each director shall receive a
reasonable per diem allowance for his attendance at each meeting of the Board. As compensation,
the Board shall receive and allocate an amount of not more than ten (10%) percent of the net income
before tax of the Company during the preceding year. Such compensation shall be determined and
apportioned among the directors in such manner as the Board may deem proper, subject to the
approval of stockholders representing at least a majority of the outstanding capital stock at a regular
or special meeting of the stockholders. However, since 2013, no directors’ compensation was
approved and given by the Board.
Currently, the directors are entitled to a per diem allowance of ₱10,000.00 for each attendance in the
Company’s board meetings.
Employee Stock Option Plan
The Corporation has no employee stock option plan at the moment.
Item 11. Security Ownership of Certain Record and Beneficial Owners and Management
Security Ownership of Certain Record and Beneficial Owners of more than 5% of the Company’s
voting securities as of December 31, 2019.
Name of Beneficial
Owner and % of Total
Name and Address of Relationship with No. of Common Total No. of Outstandi
Record Owners Record Owner Citizenship Shares Held Shares Held ng Shares
IHoldings, Inc. The record owner is Filipino 2,183,082,107* 2,183,082,107* 39.56%*
Unit 605, Ayala FGU the beneficial
Center, Cebu Business owner of the shares
Park, Cebu City indicated
Kwantlen The record owner is Filipino 926,325,018 926,325,018 16.79%
Development the beneficial
Corporation owner of the shares
Unit 605, Ayala FGU indicated
Center, Cebu Business
Park, Cebu City
*excludes the 40,000,000 shares registered in the name of IP Ventures, Inc. with an agreement to
transfer to IHoldings, Inc. upon expiration of the PSE lock-up thereon.
As of December 31, 2019 the Company’s level of foreign ownership is 17.41% of its equity.
Security Ownership of Directors and Officers as of writing
% of Total
Title of Name of Beneficial Amount and Nature of Outstanding
Class Owner Beneficial Ownership Citizenship Shares
Common Luis N. Yu Jr. 258,099,322 – direct Filipino 4.75
Common Mariano D. Martinez, Jr. 168, 916,767 – direct Filipino 3.15
1,979,200 – indirect
76
Common Willibaldo J. Uy 0 – direct Filipino 0.0
Common Manuel C. Crisostomo 100 – direct Filipino 0.0
Common Arlene C. Keh 1 – direct Filipino 0.0
Common Alexander Ace Sotto 100 – direct Filipino 0.0
Common Richard L. Haosen 1 – direct Filipino 0.0
40,000 – indirect*
Common Manuel S. Delfin, Jr 1 – direct Filipino 0.0
Common Lowell L. Yu 1 – direct Filipino 0.0
Common Raul Fortunator R. Rocha 100 – direct Filipino 0.0
500,000 – indirect*
Common Ian Norman E. Dato 5,001 – direct Filipino 0.0
Common Han Jun Siew 100 – direct Malaysian 0.0
Common Dominic J. Picone 1 – direct American 0.0
99 – indirect*
Common Roan Buenaventura- 0 – direct Filipino 0.0
Torregoza 1,500 - indirect
Common Cristina S. Palma Gil- None Filipino 0.0
Fernandez
Common Maureen O. Lizarondo- None Filipino 0.0
Medina
Common Teresa C. Secuya None Filipino 0.0
Common Patricia Victoria G. Ilagan None Filipino 0.0
Total: 429,542,294 shares
*held through the PCD Nominee Corporation
Voting Trust Holders of Five Percent or More
There were no persons holding more than five percent of a class of shares of the Company under a
voting trust or similar agreement as of writing.
Changes in Control
As of year-end 2018, there are no arrangements, which may result in a change in control of the
Company.
Item 12. Certain Relationships and Related Transactions
The Company and its Subsidiaries, in their ordinary course of business, engage in transactions with
related parties and affiliates. These transactions include advances and reimbursement of expenses.
Settlement of outstanding balances of advances at year-end occurs in cash. As of December 31, 2017
and 2018, the Company has not made any provision for impairment losses relating to amounts owed
by related parties.
Refer to Note 29 of the 2018 Audited Consolidated Financial Statements for the summary of the
Company’s transactions with its related parties.
77
Transactions Not in the Ordinary Course of Business
The Company has likewise entered into transactions with related parties otherwise than in the
ordinary course of business. These transactions consist of advances to and from the 8990 Majority
Shareholders and the 8990 Related Companies as disclosed in Note 29 of the 2017 Audited
Consolidated Financial Statements.
PART IV - CORPORATE GOVERNANCE
Item 13. Corporate Governance
See Exhibit 1 for the Annual Corporate Governance Report filed with SEC on July 30, 2020.
PART V - EXHIBITS AND SCHEDULES
Item 14. Exhibits and Reports on SEC Form 17-C (Current Reports)
07 January 2019 – Clarification of News Report on the news article entitled “8990 net seen to hit P5.2B”
posted in Inquirer.net on January 7, 2019.
07 January 2019 – Press Release on “8990 Hits Php11.5 billion in 2018, Sets 2019 Revenue Guidance of
Php 13.5 billion”.
09 January 2019 – List of Top 100 Stockholders
15 January 2019 – Public Ownership Report
15 January 2019 – [Amend-1] Declaration of Cash Dividends
01 February 2019 – Declaration of Cash Dividends
04 February 2019 – Material Information/Transactions (Buy-back of HOUSE common shares)
06 February 2019 – Press Release (8990 Announces Php2 Billion Share Buy Back Program)
07 February 2019 – Reply to Exchange’s Query [PSE’s letter dated February 4, 2019 requesting
additional information regarding the approval by the Company’s Board of Directors of the buy-back
program of up to Two Billion Pesos (Php2,000,000,000.00) worth of the Company’s common shares]
13 February 2019 – Share Buy-Back Transactions
78
20 February 2019 – Press Release (8990 Holdings Ventures into High-End Market)
20 February 2019 – Material Information/Transactions (Clarification on earlier re: GENVI Development

Corporation)
27 February 2019 – Press Release (8990 and Megawide Signs First Horizontal Development Contract)
01 March 2019 – Share Buy-Back Transactions
18 March 2019 – Acquisition or Disposition of Shares of Another Corporation [Acquisition of 100%

interest in Genvi Development Corporation (the “Genvi Acquisition”)]
19 March 2019 – [Amend-1]Acquisition or Disposition of Shares of Another Corporation [Acquisition of

100% interest in Genvi Development Corporation (the “Genvi Acquisition”)]
02 April 2019 – Share Buy-Back Transactions
79
08 April 2019 – Material Information/Transactions (Philippine Competition Commission Summons and

Notice of Objection)
12 April 2019 – List of Top 100 Stockholders
12 April 2019 – Request for extension to file SEC Form 17-A
15 April 2019 – Public Ownership Report
08 May 2019 – Annual Report
08 May 2019 – Press Release (8990 Exceeds 2018 Revenue Target, Posts 15% Topline Growth)
09 May 2019 – Notice of Analysts’/Investors’ Briefing
14 May 2019 – Quarterly Report
14 May 2019 – Press Release (8990 1Q19 Results Highlight Strong Demand for Affordable Housing)
14 May 2019 – [Amend-1]Notice of Analysts’/Investors’ Briefing
17 May 2019 – Share Buy-Back Transactions
31 May 2019 – Integrated Annual Corporate Governance Report
03 June 2019 – Share Buy-Back Transactions
03 June 2019 – [Amend-1]Integrated Annual Corporate Governance Report
80
14 June 2019 – Notice of Annual or Special Stockholders’ Meeting
14 June 2019 – Reclassification of Shares
14 June 2019 – Amendments to Articles of Incorporation
14 June 2019 – Creation and Issuance of New Equity Security
20 June 2019 – Information Statement (Preliminary Information Statement)
24 June 2019 – Material Information/Transactions [Assignment of registered trademarks and

trademark applications by 8990 Leisure and Resorts Corporation (a wholly owned subsidiary of 8990
Holdings, Inc.) (“8990 LRC”) to Adama Resorts and Hotels, Inc. (“Adama Resorts”)]
01 July 2019 – Share Buy-Back Transactions
04 July 2019 – Information Statement

04 July 2019 – [Amend-1]Notice of Annual or Special Stockholders’ Meeting
10 July 2019 – List of Top 100 Stockholders
81
15 July 2019 – Public Ownership Report
29 July 2019 – Share Buy-back Transactions
30 July 2019 – Results of Annual or Special Stockholders’ Meeting
30 July 2019 – Results of Organizational Meeting of Board of Directors
01 August 2019 – Share Buy-Back Transactions
05 August 2019 – Clarification of News Reports on the news article entitled “8990 in talks to acquire
property in Pampanga” posted in BusinessWorld (Online Edition) on August 5, 2019.
08 August 2019 – Notice of Analysts’/Investors’ Briefing
82
14 August 2019 – Quarterly Report
14 August 2019 – [Amend-1]Quarterly Report
15 August 2019 – Press Release (8990 Sustains Net Income Growth Momentum in 1H19)
02 September 2019 – Share Buy-Back Transactions

83
25 September 2019 – Press Release (8990’s new subsidiary forays into luxury hotel business)
01 October 2019 – Share Buy-Back Transactions
03 October 2019 – Clarification of News Reports on the news article entitled “PCC slaps P27-M fine on
8990 Urban Deca Homes”
07 October 2019 – Change in Corporate Contact Details and/or Website
08 October 2019 – List of Top 100 Stockholders
11 October 2019 – Press Release (Philippine Competition Commission (PCC) Joint Motion for
Settlement
14 October 2019 – Public Ownership Report
84
16 October 2019 – Change in Directors and/or Officers (Resignation, Removal or Appointment, Election
and/or Promotion)
17 October 2019 – Press Release (8990 Holdings Inc official statement on the passing of its President
and CEO)
04 November 2019 – Share Buy-Back Transactions
04 November 2019 – Material Information/Transactions (Appointment of Members of the Related

Party Transactions Committee)
07 November 2019 – Press release (8990 Posts Accelerated Growth of 22% in Revenues for the First
Nine Months)
85
14 November 2019 – Press Release (8990 Reports 23% Net Income Growth for the First Nine Months
of 2019)
14 November 2019 – Quarterly Report
14 November 2019 – [Amend-1]Quarterly Report
18 November 2019 – Press Release (8990 Liquidates Php5 Billion in Receivables)
25 November 2019 – Press Release (8990 to Sell Php 10 Billion in Receivables, Eyes Php2.5 Billion
Securitization in 2020)
02 December 2019 – Share Buy-Back Transactions

86
26 December 2019 -Share Buy-Back Transactions
87
SIGXATURES
Pursuant lo th€ requirements of s€clbn 17 of the Securities negulations Gode, and Section 14 of the
Corporatbn Code, the A NUAT REPORT FOR THE YEAR ttaDED D€CEMBER 31, 2019 (SEC FoRM 17-A)
i5 signed on behalt ol the isqrer by thc urdeBigned, $ereunto duly authorircd in the City of Makati,
Philigpin€son . n \4. ': 2020.
iWrr'r'"=*'-
MAN|A O D. MARNI{EZ ACE
Chairman Chief Op€rating President
f.^/ fi n*TT,
ROAI{ BUEXAVEI'TURA . TONREGOZA cnrsn A s" PAulrA
Chief Financial Officer Corporate Sesetary
Before m€ REPUBLIC OF THE PHlUPPlltES)

) ss.
SUSSCRIBED AND SwORt{ TO before m€ ;is AUO 0,1

m the folloring pelsons exhibitirE me
their Passports/ Tlt{ lDs:
Passport ,{o. Dat! ot lssue Pla{e of lssu€
Mariano D. Maninez t85662795 15jun 2012 DrA Manih

Roan Buenaventura ' TorreSoaa €c3871965 07 Apr 2015 DFA tlCR Nonheast
Cristina 5. Palma Gil-Femandez r88953705 22 AUB 2013 DFA Manila
nl{ lD tao.
Alerander Ace S. Sotlo 235-171-383
Doc. No. :
PageNo.:
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Series of
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88
ANNEX E
a 9o INC.
STATEMENT OF MANAGEMENT'S RESPONSIBILITY

FOR FINANCIAL STATEMENTS
'l'he management of 8990 Holdings, Inc. and Subsidiaries is responsible for the
preparadon and fair presentadon of the financial statements, includrng the schedules
attached therein, for the years ended December 37,20L9 and 2018, in accordance with
the prescdbed financial reporting framework indicated therein, and for such intemal
control as management determines is necessary to enable the preparation of financial
statements that are free from material misstatement, whelher due to fraud or error.
In preparing the financial statements, management is responsible for assesstng the

Company's ability to continue as a going concem, disclosrng, as applicable, matters
related to going concem and using the gorng concern basis of accounting unless
management either intends to liquidate the Company or to cease operadons, or has no
realisdc alternadve to do so.
The Board of Directors is reqponsible for overseeing the Company's financial repornng
process.
The Board of Directors reviews and approves the financial statements, rncludrng the
schedules attached therein, and submits the same to the stockholders.
Punongbayan & Araullo,the independent auditors appointed by the stockholders, has

audited the financial statements of the Company in accordance with Philipprne Standards
on Audinng, and tn their report to the stockholders, has expressed their opinion on the
fairness of presentadon upon completion of such audit.
HOUSING PARTNERS OT TUE FILIPINO PEOPTT

Unit 1 104 Liberty Center, 104 HV dela Costa cor. Leviste Streets, Salcedo Village, Makati City, Tel. and Fax nos.: 4789659 . 5539044 . 4788987
a 9o
EIO INGS, INC.
Mariano artinez, Jr.

the Board
Ace Sotto
Acting and CEO/COO
Rr", il. fir,r.r.

Fban Toregoza I J
Chief Financial fficer
Signed this 27lh day of July, 2020
REPUBLIC OF THE PHILIPPINES)
PASIG CITY ) S.S.

GIT'r
BEFORE ME , a Notary Public for and in the 0
personally came and appeared:
WTNESS my hand and seal on the date and place above written-
ooc. uo. lLS

eage llo. )t[
Book No. f GAUDENCIO
JR.
UBL rc
tJntil r 31, 2020
Series of 2020 n -03-20 19 / Taourq CitY
PTRNo. A-42524
FDT Yiar ztirv I asM
l8P No.053715 /.' a1 9d9
't2 .e', )l g2r1h rtc,2019
MCLE Como. No.
Ar2oilltlrcftt sl (2u1 9-2.,r11,",1
Punongbayan & Araullo
20th Floor, Tower 1
The Enterprise Center
6766 Ayala Avenue
Report of Independent Auditors 1200 Makati City
Philippines
T +63 2 8988 22 88
The Board of Directors and Stockholders

8990 Holdings, Inc. and Subsidiaries
11th Floor Liberty Center
104 H.V. Dela Costa, Salcedo Village
Makati City
Opinion
We have audited the consolidated financial statements of 8990 Holdings, Inc. and subsidiaries
(the Group), which comprise the consolidated statements of financial position as at
December 31, 2019 and 2018, and the consolidated statements of profit or loss, consolidated
statements of comprehensive 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, 2019, and notes to the consolidated financial statements, including a summary
of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material
respects, the consolidated financial position of the Group as at December 31, 2019 and 2018,
and its consolidated financial performance and its consolidated cash flows for each of the three
years in the period ended December 31, 2019 in accordance with Philippine Financial
Reporting Standards (PFRS).
Basis for Opinion
We conducted our audits in accordance with Philippine Standards on Auditing (PSA). Our
responsibilities under those standards are further described in the Auditors’ Responsibilities for
the Audit of the Consolidated Financial Statements section of our report. We are independent
of the Group in accordance with the Code of Ethics for Professional Accountants in the
Philippines (Code of Ethics) together with the ethical requirements in the Philippines that are
relevant to our audits of the consolidated financial statements, and we have fulfilled our other
ethical responsibilities in accordance with these requirements and the Code of Ethics. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Certified Public Accountants grantthornton.com.ph

Punongbayan & Araullo (P&A) is the Philippine member firm of Grant Thornton International Ltd (GTIL).
Offices in Cavite, Cebu, Davao

BOA/ PRC Cert of Reg. No. 0002
SEC Accreditation No. 0002-FR-5
-2-
Emphasis of Matter
We draw attention to Note 31 to the consolidated financial statements, which indicates

management’s assessment of the impact of COVID-19 and related consequent events on the
Group’s financial statements. Management has determined that these are non-adjusting
events and as such, had no impact on the Group’s consolidated financial statements as at and
for the year ended December 31, 2019. Our opinion is not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the consolidated financial statements of the current period. These
matters were addressed in the context of our audit of the consolidated financial statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters.
(a) Revenue Recognition for Real Estate Sales
Description of the Matter
We considered the Group’s recognition of revenue from real estate sales a key audit matter
because of the significant volume of transactions and amount of revenue from real estate
sales involved. The Group’s revenue from real estate sales amounted to P14.9 billion,
which accounts for 97% of total revenues for the year ended December 31, 2019. The
Group recognizes revenue from real estate sales at a point in time, i.e., as the control of
the completed real estate inventories are transferred to the customers, and over time using
the percentage of completion method, which is determined using the input method,
i.e., based on efforts or inputs to the satisfaction of a performance obligation. Thus, the
complexity of the application of the revenue recognition standard in real estate sales
contracts; and the application of significant management judgments in determining when to
recognize revenue, particularly on the assessment of the probability of collecting the
contract price, and in estimating the stage of project completion were also taken into
consideration. An error in the application of the requirements of said standard, and of
management judgments and estimates could cause material misstatement in the Group’s
consolidated financial statements.
The Group’s accounting policy on recognition of revenue from real estate sales, and basis
of significant judgments and estimates are disclosed in Notes 2 and 3 to the consolidated
financial statements, respectively. In addition, details of contract revenues, specifically the
disaggregation of revenues, are disclosed in Note 19.
How the Matter was Addressed in the Audit
Our audit procedures to address the risk of material misstatement relating to revenue
recognition included, among others, the following:
 obtained an understanding of the Group’s revenue recognition policy and the related
processes and evaluated whether it is established and implemented consistent with the
underlying principles of the applicable revenue recognition standard and is appropriate
in the context of the Group’s real estate transactions;
Certified Public Accountants

-3-
 evaluated the design effectiveness of implemented controls relevant to the recognition

and measurement of revenues from real estate sales, and tested the operating
effectiveness of certain relevant controls, particularly those addressing the existence
and occurrence of recognized sales;
 inspected pertinent documents giving rise to contract with identified customers, on a

sample basis, which include contracts-to-sell, disclosure statements detailing the terms
of the sales contracts, and official receipts to determine whether the related real estate
sales transactions occurred and were appropriately recognized based on the Group’s
revenue recognition policy;
 performed ocular inspection and obtained the related certifications from project
engineers to assess the physical completion of the selected real estate projects to
confirm that real estate sales recognized during the reporting period pertains to
completed real estate inventories for those recognized in full at a point in time and the
percentage of completion of certain projects commensurate with the amount of revenue
recognized for those recognized over time;
 tested the progress reported for the year in reference to the actual cost incurred
relative to the total budgeted project development costs for real estate sales
recognized over time;
 evaluated the assumptions of management in determining the amount of collection at
which point the collectability of the receivables from estate sales is reasonably assured;
 recalculated the percentage of collection over total contract price of selected sales
contract, based on total accumulated principal payments as of the reporting date over
the contract price to determine if the Group has appropriately established that the
customers have continuing commitment to satisfy their obligations over the sales
contract; and,
 performed substantive analytical procedures on revenues such as, but not limited to,
yearly and monthly analyses of real estate sales per project, which include
corroborating evidence from other audit procedures, and verifying that the underlying
data used in the analyses are complete.
(b) Existence and Valuation of Real Estate Inventories
As of December 31, 2019, the Group has real estate inventories totalling P36.9 billion,
which represents about 54% of the Group’s total assets. Because the asset is a material
component of the Group’s consolidated financial statements and it involves voluminous
transactions as well as significant management judgment and estimates in respect of the
determination of the net realizable value of the asset, we considered its valuation a key
audit matter. The valuation of the asset is also hinged on its existence; accordingly,
existence of real estate inventories was also considered a key audit matter.
The Group’s accounting policy on real estate inventories and related information are
disclosed in Notes 2 and 9 to the consolidated financial statements.

-4-
We performed ocular inspection of selected real estate projects near the reporting date to
confirm their existence and examined documents such as land titles, progress reports and
accomplishment billings, among others, to corroborate with other audit procedures.
Moreover, we checked the mathematical accuracy and reasonableness of the Group’s
schedule of lower of cost and net realizable value of real estate inventories, and tested on
a sampling basis the estimated selling price and costs to complete and sell. We tested the
assumptions used by management in estimating the selling price; the estimated cost to
complete using recent projects of the Group and historical data on restoration costs, among
others; and estimated cost to sell by analyzing selling expenses such as commissions and
other related expenses.
As part of our audit strategy, we have obtained an understanding and tested the design
and operating effectiveness of the Group’s internal controls related to inventory existence
valuation.
(c) Business Acquisition
In 2019, a major subsidiary of the Group acquired an entity, which is also engaged in real
estate business, for a total consideration of P2.3 billion. The Group determined the
transaction to be an acquisition of business as defined in PFRS 3, Business Combinations,
hence, it accounted for the transaction by applying the acquisition method. The acquisition
method requires the recognition of identifiable assets, liabilities, indemnification assets,
contingent liabilities and deferred consideration in a business combination, if any, at fair
value at the date of acquisition, with the excess of the acquisition price over the identified
fair values recognized, as goodwill, if positive, otherwise, gain on bargain purchase. As the
acquisition price is higher than the fair value of the net identifiable assets, the Group
recognized goodwill of P526.5 million.
Considering the complexities involved in the application of the acquisition method of

accounting for business combinations, the material impact of the transaction on the
Group’s consolidated financial statements, and the following other considerations, we have
determined the business acquisition as a key audit matter:
 high level of management judgment and estimates used in identifying and determining
the fair value of identifiable assets acquired and liabilities assumed, if any, and
recognition and measurement of any resulting goodwill or gain on bargain purchase
during the purchase price allocation process; and,
 complexities, if any, of the transfer of operational and accounting data, and the
rollforward of the amounts of assets and liabilities acquired.
The Group’s accounting policy and disclosures related to business combinations are set
out in Notes 1, 2, 3 and 13 to the consolidated financial statements.

-5-
Our main audit responses included, among others, the following:
 Obtained adequate understanding of the transaction by:

- ensuring the proper authorization for the transaction by reviewing the minutes of
meetings of the Board of Directors;
- reviewing the Share Purchase Agreement (SPA) and related documents to
understand the key terms and conditions; and
- confirming our understanding with management.
 Evaluated the appropriateness of the acquisition method, which includes identification

of assets and liabilities in accordance with the terms of the SPA, used by management,
i.e., net assets acquired constitute a business as defined under PFRS 3;
 Engaged our Firm’s valuation specialists to evaluate the propriety of the methodology
and the reasonableness of the key assumptions used by management and the Group’s
external independent valuation specialist to value the identified assets for the purchase
price allocation and related goodwill recognized;
 Checked the appropriateness of recognition and valuation of the tangible and intangible
assets acquired; and,
 Assessed the sufficiency and adequacy of disclosures made in the Group’s

consolidated financial statements in accordance with PFRS.
(d) Performing Significant Portion of Audit Remotely
As disclosed in detail in Note 31 to the consolidated financial statements, the outbreak in

the Philippines of COVID-19 was officially recognized in early March 2020. The outbreak
and consequent events such as the Enhanced Community Quarantine and social
distancing measures implemented by the government to manage the spread of the virus
resulted in us having to perform a significant portion of the audit remotely.
The change in working conditions is relevant and significant to our audit since it created an
increased risk of misstatement due to less in-person communication with the Group’s
management and personnel, and lack of access to the physical records and original
documents. Given the changes in how the audit was performed, the audit necessitated
exercising enhanced professional skepticism.
Our audit procedures to address the risk of performing a significant portion of the audit
remotely included the following:
 considered the nature of the engagement and the engagement team’s knowledge of
the entity and its environment when we decided whether it is possible to perform a
significant portion of the audit remotely;
 intensified the application of PSA requirements, especially in respect of providing

proper supervision and review;

-6-
 obtained information through electronic means, which includes sending and receiving
of confirmation electronically, obtaining calculations in electronic form to check the
mathematical accuracy, scanning of hard-copy items for review and using real-time
inspection technology such as video and screen-sharing;
 determined the reliability of audit evidence provided electronically using enhanced

professional skepticism and techniques designed to reinforce the skills of assistants in
evaluating audit evidence obtained electronically;
 performed inquiries through video conference calls in order to more effectively assess
the facial expressions and body language of people being interviewed as well as to
make the interaction more effective;
 examined critical hard copy documents (e.g., contracts, billing invoices, purchase
invoices and official receipts) in response to the risk in revenues and costs, which is
considered to be significant; and,
 adhered to and applied strictly the Firm’s reinforced and enhanced quality control
process.
Other Information
Management is responsible for the other information. The other information comprises the
information included in the Group’s Securities and Exchange Commission (SEC) Form 20-IS
(Definitive Information Statement), SEC Form 17-A and Annual Report for the year ended
December 31, 2019, but does not include the consolidated financial statements and our
auditors’ report thereon. The SEC Form 20-IS, SEC Form 17-A and Annual Report for the
year ended December 31, 2019 are expected to be made available to us after the date of this
auditors’ report.
Our opinion on the consolidated financial statements does not cover the other information and
we will not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to
read the other information identified above and, in doing so, consider whether the other
information is materially inconsistent with the consolidated financial statements or our
knowledge obtained in the audits, or otherwise appears to be materially misstated.
If, based on the work we have performed on the other information that we obtained prior to the
date of this auditors’ report, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.

-7-
Responsibilities of Management and Those Charged with Governance for the

Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated
financial statements in accordance with PFRS, and for such internal control as management
determines is necessary to enable the preparation of consolidated financial statements that are
free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing

the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless management either
intends to liquidate the Group or to cease operations, or has no realistic alternative but to do
so.
Those charged with governance are responsible for overseeing the Group’s consolidated
financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial

Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial
statements as a whole are free from material misstatement, whether due to fraud or error, and
to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with PSA will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of these consolidated financial
statements.
As part of an audit in accordance with PSA, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
 Identify and assess the risks of material misstatement of the consolidated financial
statements, whether due to fraud or error, design and perform audit procedures responsive
to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
 Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Group’s internal control.
 Evaluate the appropriateness of accounting policies used and the reasonableness of

accounting estimates and related disclosures made by management.

-8-
 Conclude on the appropriateness of management’s use of the going concern basis of

accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Group’s ability
to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditors’ report to the related disclosures in the
consolidated financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditors’ report. However, future events or conditions may cause the Group to cease to
continue as a going concern.
 Evaluate the overall presentation, structure and content of the consolidated financial
statements, including the disclosures, and whether the consolidated financial statements
represent the underlying transactions and events in a manner that achieves fair
presentation.
 Obtain sufficient appropriate audit evidence regarding the financial information of the
entities or business activities within the Group to express an opinion on the consolidated
financial statements. We are responsible for the direction, supervision and performance of
the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the consolidated financial statements of
the current period and are therefore the key audit matters. We describe these matters in our
auditors’ report unless law or regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that a matter should not be communicated in
our report because the adverse consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.

-9-
The engagement partner on the audits of the consolidated financial statements resulting in this
independent auditors’ report is Christopher M. Ferareza.
PUNONGBAYAN & ARAULLO
Partner got
By: Christopher M. Ferareza
CPA Reg. No. 0097462

TIN 184-595-975
PTR No. 8116545, January 2, 2020, Makati City
SEC Group A Accreditation
Partner - No. 1185-AR-2 (until May 9, 2021)
Firm - No. 0002-FR-5 (until Mar. 26, 2021)
BIR AN 08-002511-34-2020 (until Jun. 25, 2023)
Firm’s BOA/PRC Cert. of Reg. No. 0002 (until Jul. 24, 2021)
July 27, 2020

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
DECEMBER 31, 2019 AND 2018
(Amounts in Philippine Pesos)
Notes 2019 2018
ASSETS
CURRENT ASSETS
Cash and cash equivalents 7 P 853,902,368 P 2,143,615,711
Trade and other receivables - net 8 4,406,960,663 3,158,894,392
Inventories 9 36,925,318,545 29,131,375,817
Due from related parties - net 27 1,230,669,970 1,007,656,721
Other current assets - net 13 4,377,768,039 4,262,146,435
Total Current Assets 47,794,619,585 39,703,689,076
NON-CURRENT ASSETS
Trade receivables 8 17,790,085,254 17,268,916,719
Investment securities at fair value through other
comprehensive income 10 1,212,863,555 1,349,484,111
Property and equipment - net 11 808,466,409 826,474,150
Investment properties - net 12 313,096,011 183,805,149
Goodwill 1, 13 526,474,833 -
Other non-current assets - net 13 374,463,516 312,130,500
Total Non-current Assets 21,025,449,578 19,940,810,629
TOTAL ASSETS P 68,820,069,163 P 59,644,499,705

Notes 2019 2018
CURRENT LIABILITIES
Trade and other payables 11, 14 P 6,438,856,129 P 5,703,346,881
Bonds payable 17 8,385,745,688 -
Loans payable 16 11,828,160,185 7,242,845,485
Deposits from customers 15 905,526,780 518,309,156
Due to related parties 27 83,767,452 56,974,725
Income tax payable 82,233,768 65,555,280
Total Current Liabilities 27,724,290,002 13,587,031,527
NON-CURRENT LIABILITIES
Trade and other payables 11, 14 1,059,949,361 190,176,308
Loans payable 16 5,756,697,041 7,764,234,753
Bonds payable 17 590,389,052 8,951,507,702
Deferred tax liabilities - net 26 869,986,728 201,168,505
Total Non-current Liabilities 8,277,022,181 17,107,087,268
Total Liabilities 36,001,312,184 30,694,118,795
EQUITY 18
Capital stock 5,567,990,720 5,567,990,720
Additional paid-in capital 9,303,641,204 9,303,641,204
Treasury shares, at cost ( 1,266,523,478 ) -
Revaluation reserve 794,938,306 937,243,793
Retained earnings 18,418,710,227 13,141,505,193
Total Equity 32,818,756,979 28,950,380,910
TOTAL LIABILITIES AND EQUITY P 68,820,069,163 P 59,644,499,705
See Notes to Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
FOR THE YEARS ENDED DECEMBER 31, 2019, 2018 AND 2017
Notes 2019 2018 2017
REVENUES 19
Real estate sales P 14,873,220,812 P 11,677,869,283 P 10,170,816,977
Hotel operations 386,815,132 55,496,721 -
Rental income 16,469,214 12,508,357 10,874,080
15,276,505,158 11,745,874,361 10,181,691,057
COSTS OF SALES AND SERVICES 20

Cost of real estate sales ( 6,853,164,352 ) ( 5,263,869,231 ) ( 4,523,276,223 )
Hotel operations ( 157,331,927 ) ( 16,335,910 ) -
Cost of rental services ( 265,056 ) ( 1,774,863 ) -
( 7,010,761,335 ) ( 5,281,980,004 ) ( 4,523,276,223 )
GROSS PROFIT 8,265,743,823 6,463,894,357 5,658,414,834
OPERATING EXPENSES 21 ( 2,474,326,180 ) ( 1,985,624,275 ) ( 1,684,280,254 )
OTHER OPERATING INCOME 23 1,689,669,223 1,403,930,328 1,575,987,676
FINANCE COSTS 22 ( 1,621,737,017 ) ( 1,204,575,440 ) ( 1,134,254,699 )
OPERATING PROFIT 5,859,349,850 4,677,624,970 4,415,867,557
OTHER GAINS 23 - 130,437 21,277,172
PROFIT BEFORE INCOME TAX 5,859,349,850 4,677,755,407 4,437,144,729
TAX EXPENSE 26 ( 280,829,816 ) ( 2,857,572 ) ( 298,376,886 )
NET PROFIT 29 P 5,578,520,034 P 4,674,897,835 P 4,138,767,843
BASIC/DILUTED EARNINGS PER SHARE 29 P 1.03 P 0.85 P 0.75

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Notes 2019 2018 2017
NET PROFIT P 5,578,520,034 P 4,674,897,835 P 4,138,767,843
OTHER COMPREHENSIVE INCOME (LOSS)

Items that will not be reclassified subsequently
to profit or loss
Fair value gain (loss) on investment securities at fair value
through other comprehensive income (FVOCI) 10 ( 136,620,556 ) 105,564,162 -
Transfer of realized fair value gains on disposed
investment securities at FVOCI to retained earnings 10 - ( 24,171,604 ) -
Actuarial gain (loss) on post-employment benefit plan - net of tax 24 ( 5,684,931 ) 2,543,374 2,132,832
( 142,305,487 ) 83,935,932 2,132,832
TOTAL COMPREHENSIVE INCOME P 5,436,214,547 P 4,758,833,767 P 4,140,900,675

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Revaluation Reserves
Actuarial Gain on Fair Value Gain on
Capital Additional Treasury Post-employment Investment Securities Retained
Stock Paid-in Capital Shares Benefit Plan through FVOCI Earnings Total
(see Note 18) (see Note 18) (see Note 18) (see Note 24) (see Note 10) Subtotal ( see Notes 2 and 18) Equity
Balance at January 1, 2019 P 5,567,990,720 P 9,303,641,204 P - P 64,201 P 937,179,592 P 937,243,793 P 13,141,505,193 P 28,950,380,910
Acquisition of treasury shares
during the year - - ( 1,266,523,478 ) - - - - ( 1,266,523,478 )
Cash dividends - - - - - - ( 301,315,000 ) ( 301,315,000 )
Comprehensive income for the year
Net income - - - - - - 5,578,520,034 5,578,520,034
Other comprehensive loss - - - ( 5,684,931 ) ( 136,620,556 ) ( 142,305,487 ) - ( 142,305,487 )
Balance at December 31, 2019 P 5,567,990,720 P 9,303,641,204 (P 1,266,523,478 ) (P 5,620,730 ) P 800,559,036 P 794,938,306 P 18,418,710,227 P 32,818,756,979
Balance at January 1, 2018 P

As previously reported P 5,567,990,720 P 9,303,641,204 P - (P 2,479,173 ) P - (P 2,479,173 ) P 11,832,097,031 P 26,701,249,782
Effect of adoption of PFRS 9 - - - - 855,787,034 855,787,034 ( 53,451,381 ) 802,335,653
As restated 5,567,990,720 9,303,641,204 - ( 2,479,173 ) 855,787,034 853,307,861 11,778,645,650 27,503,585,435
Cash dividends - - - - - - ( 3,336,209,896 ) ( 3,336,209,896 )
Comprehensive income for the year
Net income - - - - - - 4,674,897,835 4,674,897,835
Other comprehensive income - - - 2,543,374 105,564,162 108,107,536 - 108,107,536
Transfer of fair value gain on investment
securities at FVOCI - - - - ( 24,171,604 ) ( 24,171,604 ) 24,171,604 -
Balance at December 31, 2018 P 5,567,990,720 P 9,303,641,204 P - P 64,201 P 937,179,592 P 937,243,793 P 13,141,505,193 P 28,950,380,910
Balance at January 1, 2017 P 5,517,990,720 P 4,400,126,855 P - (P 4,612,005 ) P - (P 4,612,005 ) P 9,348,726,404 P 19,262,231,974

Preferred shares issuance 50,000,000 4,903,514,349 - - - - - 4,953,514,349
Cash dividends - - - - - ( 1,655,397,216 ) ( 1,655,397,216 )
Comprehensive income for the year -
Net income - - - - - - 4,138,767,843 4,138,767,843
Other comprehensive income - - - 2,132,832 - 2,132,832 - 2,132,832
Balance at December 31, 2017 P 5,567,990,720 P 9,303,641,204 P - (P 2,479,173 ) P - (P 2,479,173 ) P 11,832,097,031 P 26,701,249,782
P
CONSOLIDATED STATEMENTS OF CASH FLOWS
Notes 2019 2018 2017

Profit before income tax P 5,859,349,850 P 4,677,755,407 P 4,437,144,729
Adjustments for:
Interest expense 22 1,596,179,807 1,181,272,643 1,169,943,106
Interest income 23 ( 1,217,507,161 ) ( 1,212,646,509 ) ( 1,411,825,919 )
Loss (gain) on repossession - net 9, 21, 23 ( 125,869,859 ) 97,680,357 112,683,872
Allowance for (reversal of) credit and impairment losses 21, 23 112,394,407 74,788,837 ( 11,683,504 )
Depreciation and amortization 11, 12, 21 110,338,448 73,826,231 55,194,011
Losses from assets written-off 9, 21 37,137,321 - 12,079,339
Amortization of bond issue costs 17, 22 24,627,038 23,085,294 21,640,077
Post-employment benefits 24 1,837,185 2,185,046 3,048,707
Gain on sale of propety and equipment 23 - ( 130,437 ) ( 350,000 )
Gain on sale of available-for-sale securities 10, 23 - - ( 20,927,172 )
Operating income before changes in working capital 6,398,487,036 4,917,816,869 4,366,947,246
Trade and other receivables ( 1,330,792,994 ) 2,924,002,315 ( 807,236,681 )
Inventories ( 4,966,678,832 ) ( 2,813,358,839 ) ( 5,059,837,552 )
Other assets ( 659,650,525 ) ( 2,051,701,326 ) ( 460,858,344 )
Increase in:
Trade and other payables 441,091,671 1,371,747,790 1,261,713,659
Deposits from customers 387,217,624 76,833,397 12,445,454
Net cash generated from (used in) operations 269,673,980 4,425,340,206 ( 686,826,218 )
Interest received 1,169,174,348 1,196,297,372 1,411,825,919
Income taxes paid ( 259,577,808 ) ( 329,683,420 ) ( 454,188,708 )
Net Cash from Operating Activities 1,179,270,520 5,291,954,158 270,810,993

Acquisition of business 1 ( 1,360,765,328 ) ( 566,661,963 ) -
Cash advances to related parties 27 ( 404,913,621 ) ( 931,719,419 ) ( 389,662,222 )
Collections of advances to related parties 27 109,303,950 103,418,758 29,081,374
Acquisitions of:
Investment properties 12 ( 135,337,479 ) ( 827,458 ) ( 4,076,268 )
Property and equipment 11 ( 78,241,258 ) ( 41,820,902 ) ( 71,232,876 )
Loans granted to a third party 8 ( 82,947,517 ) ( 314,005,923 ) -
Interest received from loans to a third party 23 48,332,813 16,195,773 -
Proceeds from:
Sale of available-for-sale securities - 32,031,175 28,924,221
Disposal of property and equipment - 466,410 350,000
Net Cash Used in Investing Activities ( 1,904,568,440 ) ( 1,702,923,549 ) ( 406,615,771 )

Availment of loans payables 30 13,539,033,930 8,693,144,320 8,296,386,371
Repayment of loans payable 30 ( 10,961,256,942 ) ( 7,316,504,976 ) ( 9,717,033,310 )
Interest paid on loans and bonds ( 1,631,734,875 ) ( 1,080,483,953 ) ( 1,145,934,297 )
Acquisition of treasury shares 18 ( 1,266,523,478 ) - -
Payment of cash dividends 18 ( 301,315,000 ) ( 3,336,209,896 ) ( 1,655,397,216 )
Cash advances from related paries 30 26,792,727 317,606,794 91,327,322
Repayments of advances from related parties 30 - ( 100,387,482 ) ( 13,447,351 )
Net Cash from (Used in) Financing Activities ( 595,003,638 ) ( 2,822,835,193 ) 809,415,868
NET INCREASE (DECREASE) IN CASH AND

CASH EQUIVALENTS ( 1,320,301,558 ) 766,195,416 673,611,090
Cash and Cash Equivalents of Newly Acquired Subsidiary 30,588,215 - -
CASH AND CASH EQUIVALENTS

AT BEGINNING OF YEAR 2,143,615,711 1,377,420,295 703,809,205
CASH AND CASH EQUIVALENTS

AT END OF YEAR P 853,902,368 P 2,143,615,711 P 1,377,420,295
Supplemental Information on Non-cash Activities is disclosed in Note 30 to the Consolidated Financial Statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2019 AND 2018
1. CORPORATE INFORMATION
1.1 Operations and Composition of the Group
8990 Holdings, Inc. (8990 Holdings or the Parent Company) was incorporated in the
Philippines, registered with the Securities and Exchange Commission (SEC) on July 8,
2005 and was listed in the Philippine Stock Exchange (PSE) on October 20, 2010.
The Parent Company is a holding company. It is presently engaged in various activities

of an investment holding company without engaging in dealership in securities, or in
brokerage business.
8990 Holdings is 39.21% owned by iHoldings, Inc., which is a holding company that was
incorporated and domiciled in the Philippines.
The Parent Company and the following wholly-owned subsidiaries at the end of the
reporting periods are referred to herein as the Group:
a) 8990 Housing Development Corporation (8990 HDC)
b) Euson Realty and Dev’t. Corp. (ERDC)*
c) Tondo Holdings Corporation (THC)*
d) RLC Coastal Estates, Inc (RLC)*
e) Primex Land, Inc. (PLI)*
f) Fog Horn, Inc. (FHI)
g) 8990 Luzon Housing Development Corporation (8990 LHDC)
h) 8990 Davao Housing Development Corporation (8990 DHDC)
i) Leisure and Resorts Corporation (8990 LRC)
j) 8990 Mindanao Housing Development Corporation (8990 MHDC)
k) Genvi Development Corporation [Genvi (see Note 1.2)]*
*Wholly owned subsidiary of 8990 HDC
The above subsidiaries are all incorporated and operating in the Philippines, and except
for 8990 LRC, are engaged in real estate development. 8990 LRC is engaged in hotel and
resorts business.
The registered office address of the Parent Company is 11th Floor Liberty Center,
104 H.V. Dela Costa, Salcedo Village, Makati City. iHoldings, Inc.’s registered office
address is Unit 1503, 15th Floor China Bank Corporate Center, Lot 2, Samar Loop corner
Road 5, Cebu Business Park, Cebu City.
-2-
1.2 Acquisition of Genvi
On October 30, 2018, the Group, through HDC, entered into a Share Purchase
Agreement with the previous stockholders of Genvi to acquire all its issued and
outstanding shares for a total consideration of P2.3 billion. Pursuant to the agreement
and actions taken by the parties such as takeover of the management, the Group
assumed full control of Genvi, as a wholly owned subsidiary, on January 1, 2019, which is
also the acquisition date. As the acquisition date coincides with the beginning of the
Group’s reporting period, the revenues and net profit earned by Genvi were recognized
in full as part of the 2019 consolidated statement of profit or loss. In 2018, HDC has
made an advance payment of P566.7 million for the acquisition and presented as part of
Inventories account in the 2018 consolidated statement of financial position.
The acquisition of Genvi is to strengthen the position of the Group in the real estate
industry, particularly, in the southern region of the country. The acquisition includes real
estate inventories, which are developed subdivision lots, amounting to P3.3 billion.
The fair values of the acquired identifiable assets and liabilities assumed as at the date of
acquisition are presented below.
Consideration
Cash P 2,337,427,291
Recognized amounts of identifiable

assets acquired:
Real estate inventories 3,268,056,000
Other tangible assets 274,794,270
Liabilities ( 1,731,897,812 )
Net identifiable assets 1,810,952,458
Goodwill P 526,474,833
The excess of acquisition costs over the fair value of net identifiable assets of Genvi
amounting to P526.5 million is presented as Goodwill in the 2019 consolidated statement
of financial position.
The gross contractual amount of the trade and other receivables acquired as part of the
business combination amounted to P427.3 million. As of the acquisition date, the best
estimate of the contractual cash flow not expected to be collected amounted to
P385.7 million.
There were no specific acquisition related to costs incurred or contingent consideration

arrangements and indemnification assets arising from the business combination.
1.3 Approval of the Consolidated Financial Statements
The consolidated financial statements of the Group as of and for the year ended
December 31, 2019 (including the comparative consolidated financial statements as of
December 31, 2018 and for the years ended December 31, 2018 and 2017) were
authorized for issue by the Parent Company’s Board of Directors (BOD) on
July 27, 2020.
-3-
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies that have been used in the preparation of these
consolidated financial statements are summarized in the succeeding page. These policies
have been consistently applied to all the years presented, unless otherwise stated.
2.1 Basis of Preparation of Consolidated Financial Statements
(a) Statement of Compliance with Philippine Financial Reporting Standards
The consolidated financial statements of the Group have been prepared in

accordance with Philippine Financial Reporting Standards (PFRS). PFRS are
adopted by the Financial Reporting Standards Council (FRSC) from the
pronouncements issued by the International Accounting Standards Board, and
approved by the Philippine Board of Accountancy.
The consolidated financial statements have been prepared using the measurement
bases specified by PFRS for each type of asset, liability, income and expense. The
measurement bases are more fully described in the accounting policies that follow.
(b) Presentation of Consolidated Financial Statements
The consolidated financial statements are presented in accordance with Philippine

Accounting Standard (PAS) 1, Presentation of Financial Statements. The Group
presents the consolidated statement of comprehensive income separate from the
consolidated statement of profit or loss.
The Group presents a third statement of consolidated financial position as

at the beginning of the preceding period when it applies an accounting policy
retrospectively, or makes a retrospective restatement or reclassification of items
that has a material effect on the information in the consolidated statement of
financial position at the beginning of the preceding period. The related notes to
the third consolidated statement of financial position are not required to be
disclosed.
(c) Functional and Presentation Currency
These consolidated financial statements are presented in Philippine peso, the

Group’s functional and presentation currency, and all values represent absolute
amounts except when otherwise indicated.
Items included in the consolidated financial statements of the Group are measured
using its functional currency. Functional currency is the currency of the primary
economic environment in which the Group operates.
2.2 Adoption of New and Amended PFRS
(a) Effective in 2019 that are Relevant to the Group
The Group adopted for the first time the following PFRS, interpretation,
amendments and annual improvements to PFRS, which are mandatorily effective
for annual periods beginning or after January 1, 2019.
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PAS 19 (Amendments) : Employee Benefits – Plan Amendment,

Curtailment or Settlement
PFRS 9 (Amendments) : Financial Instruments – Prepayment Features
with Negative Compensation
PFRS 16 : Leases
International Financial
Reporting Interpretations
Committee (IFRIC) 23 : Uncertainty over Income Tax Treatments
Annual Improvements to
PFRS (2015-2017 Cycle)
PAS 12 (Amendments) : Income Taxes – Tax Consequences of
Dividends
PAS 23 (Amendments) : Borrowing Costs – Eligibility for
Capitalization
PFRS 3 and PFRS 11
(Amendments) : Business Combination and Joint
Arrangements – Remeasurement of
Previously Held Interests in a Joint
Operation
Discussed below are the relevant information about these pronouncements.
(i) PAS 19 (Amendments), Employee Benefits – Plan Amendment, Curtailment or

Settlement. The amendments clarify that past service cost and gain or loss on
settlement is calculated by measuring the net defined benefit liability or asset
using updated actuarial assumptions and comparing the benefits offered and
plan assets before and after the plan amendment, curtailment or settlement
but ignoring the effect of the asset ceiling that may arise when the defined
benefit plan is in a surplus position. Further, the amendments now require
that if an entity remeasures its net defined benefit liability or asset after a plan
amendment, curtailment or settlement, it should also use updated actuarial
assumptions to determine current service cost and net interest for the
remainder of the annual reporting period after the change to the plan. The
application of these amendments had no significant impact on the Group’s
consolidated financial statements as there were no changes in the plan,
curtailment or material settlement during the year.
(ii) PFRS 9 (Amendments), Financial Instruments – Prepayment Features with Negative

Compensation. The amendments clarify that prepayment features with negative
compensation attached to financial assets may still qualify under the “solely
payments of principal and interests” (SPPI) test. As such, the financial assets
containing prepayment features with negative compensation may still be
classified at amortized cost or at fair value through other comprehensive
income (FVOCI). The application of these amendments had no significant
impact on the Group’s consolidated financial statements as there is no
financial asset identified with negative compensation.
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(iii) PFRS 16, Leases. The new standard replaced PAS 17, Leases, and its related
interpretations: IFRIC 4, Determining Whether an Arrangement Contains a Lease,
Standard Interpretations Committee (SIC) 15, Operating Leases – Incentives and
SIC 27, Evaluating the Substance of Transactions Involving the Legal Form of a Lease.
For lessees, it requires an entity to account for leases “on-balance sheet” by
recognizing a “right-of-use” asset and lease liability arising from contract that
is, or contains, a lease.
For lessors, the definitions of the type of lease (i.e., finance and operating
leases) and the supporting indicators of a finance lease are substantially the
same with the provisions under PAS 17. In addition, basic accounting
mechanics are also similar but with some different or more explicit guidance
related to variable payments, sub-leases, lease modifications, the treatment of
initial direct costs and lessor disclosures.
The Group has adopted PFRS 16 using the modified retrospective approach
as allowed under the transitional provisions of the standard. The adoption of
the standard did not results to any adjustments in the amounts recognized in
the consolidated financial statements as at January 1, 2019. Accordingly,
comparative information were not restated. Furthermore, because the Group
has only a few lease contracts with relatively short periods of about two to
three years only, the impact of the adoption of the standard is not considered
as material to the consolidated financial statements. The right of use of assets
and lease liabilities recognized as at January 1, 2019 amount to P12.9 million
and P13.1 million, respectively.
(iv) IFRIC 23, Uncertainty over Income Tax Treatments. This interpretation provides
clarification on the determination of taxable profit, tax bases, unused tax
losses, unused tax credits, and tax rates when there is uncertainty over income
tax treatments. The core principle of the interpretation requires the Group to
consider the probability of the tax treatment being accepted by the taxation
authority. When it is probable that the tax treatment will be accepted, the
determination of the taxable profit, tax bases, unused tax losses, unused tax
credits, and tax rates shall be on the basis of the accepted tax treatment.
Otherwise, the Group has to use the most likely amount or the expected
value, depending on the surrounding circumstances, in determining the tax
accounts identified immediately above. The application of this interpretation
had no significant impact in the Group’s consolidated financial statements
since there were no transactions that occurred related to these interpretations
during the year.
(v) Annual Improvements to PFRS 2015-2017 Cycle. Among the improvements,

the following amendments, which are effective from January 1, 2019, are
relevant to the Group, but had no significant impact since the Group does
not have any transactions covered by these amendments:
 PAS 12 (Amendments), Income Taxes – Tax Consequences of Dividends. The

amendments clarify that an entity should recognize the income tax
consequence of dividend payments in profit or loss, other comprehensive
income or equity according to where the entity originally recognized the
transactions that generated the distributable profits.
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 PAS 23 (Amendments), Borrowing Costs – Eligibility for Capitalization. The

amendments clarify that if any specific borrowing remains outstanding after
the related qualifying asset is ready for its intended use or sale, such
borrowing is treated as part of the entity’s general borrowings when
calculating the capitalization rate.
 PFRS 3 (Amendments), Business Combinations, and PFRS 11 (Amendments),

Joint Arrangements – Remeasurement of Previously Held Interests in a Joint Operation.
The amendments clarify that previously held interest in a joint operation
shall be remeasured when the Group obtains control of the business. On
the other hand, previously held interests in a joint operation shall not be
remeasured when the Group obtains joint control of the business.
(b) Effective in 2019 that are not Relevant to the Group
Among the amendments, which are mandatorily effective for annual periods
beginning on or after January 1, 2019, the amendments to PAS 28, Investment in
Associates and Joint Ventures – Long-term Interests in Associates and Joint Ventures are
not relevant to the Group’s consolidated financial statements.
(c) Effective Subsequent to 2019 but not Adopted Early
There are new amendments that are effective for annual periods subsequent to
2019, which are adopted by the FRSC. Management will adopt the relevant
pronouncements in accordance with their transitional provisions; and, unless
otherwise stated, none of these are expected to have significant impact on the
Group’s consolidated financial statements.
(i) PAS 1 (Amendments), Presentation of Financial Statements and PAS 8

(Amendments), Accounting Policies, Changes in Accounting Estimates and Errors –
Definition of Material (effective from January 1, 2020). The amendments
provide a clearer definition of ‘material’ in PAS 1 by including the concept of
‘obscuring’ material information with immaterial information as part of the
new definition, and clarifying the assessment threshold (i.e., misstatement of
information is material if it could reasonably be expected to influence
decisions made by primary users, which consider the characteristic of those
users as well as the entity’s own circumstances).
The definition of material in PAS 8 has been accordingly replaced by

reference to the new definition in PAS 1. In addition, amendments have also
been made in other standards that contain definition of material or refer to
the term ‘material’ to ensure consistency.
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(ii) Revised Conceptual Framework for Financial Reporting (effective from

January 1, 2020). The revised conceptual framework will be used in
standard-setting decisions with immediate effect. Key changes include
(a) increasing the prominence of stewardship in the objective of financial
reporting, (b) reinstating prudence as a component of neutrality, (c) defining a
reporting entity, which may be a legal entity, or a portion of an entity,
(d) revising the definitions of an asset and a liability, (e) removing the
probability threshold for recognition and adding guidance on derecognition,
(f) adding guidance on different measurement basis, and, (g) stating that profit
or loss is the primary performance indicator and that, in principle, income and
expenses in other comprehensive income should be recycled where this
enhances the relevance or faithful representation of the financial statements.
No changes will be made to any of the current accounting standards.

However, entities that rely on the framework in determining their accounting
policies for transactions, events or conditions that are not otherwise dealt
with under the accounting standards will need to apply the revised framework
from January 1, 2020. These entities will need to consider whether their
accounting policies are still appropriate under the revised framework.
(iii) PFRS 10 (Amendments), Consolidated Financial Statements, and

PAS 28 (Amendments), Investments in Associates and Joint Ventures – Sale or
Contribution of Assets Between an Investor and its Associates or Joint Venture
(effective date deferred indefinitely). The amendments to PFRS 10 require
full recognition in the investor’s financial statements of gains or losses arising
on the sale or contribution of assets that constitute a business as defined in
PFRS 3, Business Combinations, between an investor and its associate or joint
venture. Accordingly, the partial recognition of gains or losses (i.e., to the
extent of the unrelated investor’s interests in an associate or joint venture)
only applies to those sale of contribution of assets that do not constitute a
business. Corresponding amendments have been made to PAS 28 to reflect
these changes. In addition, PAS 28 has been amended to clarify that when
determining whether assets that are sold or contributed constitute a business,
an entity shall consider whether the sale or contribution of those assets is part
of multiple arrangements that should be accounted for as a single transaction.
(iv) SEC Memorandum Circulars in Relation to Adoption of PFRS 15 in 2018
Relative to the adoption of PFRS 15, Revenue from Contracts with Customers,
together with the Clarification to PFRS 15 in 2018, the SEC issued the
following Memorandum Circulars (MC), which provided relief by deferral of
the application on the following items until calendar year ending
December 31, 2020.
 SEC MC No. 14, Series of 2018 –

 Concept of the significant financing component in the contract to sell,
which is the adjustment for the time value of money due to higher
payment [buyer pays ahead of the percentage of completion (POC)]
and lower payment (POC is ahead of the buyer’s payment)
-8-
 SEC MC No. 3, Series of 2019:

 Accounting for common usage service area charges; and,
 Accounting for cancellation of real estate sales
 SEC MC No. 4, Series of 2020:

 IFRIC agenda decision on over time transfer of constructed goods for
real estate industry which clarify that borrowing costs on inventory for
unsold units under construction are not capitalized
The Group opted to avail the relief provided by the SEC to defer the
implementation of the IFRIC Agenda Decision until December 31, 2020.
Upon the expiration of the said relief, the following are the expected impact on
the consolidated financial statements:
 Had the concept of significant financing component been adopted in 2018,

the Group would have recognized an interest income when the POC of the
real estate project is greater than the right to the consideration and interest
expense when lesser, thus it would have either decreased or increased
revenues, as the case may be. Both interest income and expense are
calculated using the effective interest rate method.
 Had the Group adopted SEC MC No. 4, Series of 2020, there would have
been a decrease in the retained earnings balance as at January 1, 2019.
Under the MC, borrowing costs cannot be capitalized on unsold real estate
inventories.
The Group’s accounting policies with respect to capitalization of borrowing

costs on real estate inventories under construction are disclosed in Notes 2.6
and 2.18.
Management is currently monitoring and assessing the impact of the foregoing

MCs when adopted in 2021.
2.3 Basis of Consolidation

The Group’s consolidated financial statements comprise the accounts of the Parent
Company and its subsidiaries as enumerated in Note 1, after the elimination of material
intercompany transactions. All intercompany assets and liabilities, equity, income,
expenses and cash flows relating to transactions between entities under the Group, are
eliminated in full on consolidation. Unrealized profits and losses from intercompany
transactions that are recognized in assets are also eliminated in full.
The financial statements of subsidiaries are prepared for the same reporting period as the
Parent Company, using consistent accounting principles. Adjustments are made to align
any dissimilar accounting policies that may exist.
The Parent Company accounts for its investments in subsidiaries and interests in
jointly-controlled operations as discussed in the succeeding page.
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(a) Investments in Subsidiaries
Subsidiaries are entities (including structured entities) over which the Parent
Company has control. The Parent Company controls an entity when: it has the
power over the entity; it is exposed, or has rights to, variable returns from its
involvement with the entity; and, has the ability to affect those returns through its
power over the entity. Subsidiaries are consolidated from the date the Parent
Company obtains control.
The Parent Company reassesses whether or not it controls an entity if facts and
circumstances indicate that there are changes to one or more of the three elements
of controls indicated above. Accordingly, entities are deconsolidated from the date
that control ceases.
The acquisition method is applied to account for acquired subsidiaries. This requires
recognizing and measuring the identifiable assets acquired, the liabilities assumed and
any non-controlling interest in the acquiree. The consideration transferred for the
acquisition of a subsidiary is the fair values of the assets transferred, the liabilities
incurred to the former owners of the acquiree and the equity interests issued by the
Group, if any. The consideration transferred also includes the fair value of any asset
or liability resulting from a contingent consideration arrangement.
Acquisition-related costs are expensed as incurred and subsequent change in the fair
value of contingent consideration is recognized directly in profit or loss.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a

business combination are measured initially at their fair values at the acquisition date.
On an acquisition-by-acquisition basis, the Group recognizes any non-controlling
interest in the acquiree either at fair value or at the non-controlling interest’s
proportionate share of the acquiree’s net assets.
The excess of the consideration transferred, the amount of any non-controlling

interest in the acquiree and the acquisition-date fair value of any existing equity
interest in the acquiree over the acquisition-date fair value of the identifiable net
assets acquired is recognized as goodwill. If the consideration transferred is less
than the fair value of the net assets of the subsidiary acquired in the case of a bargain
purchase, the difference is recognized directly as gain in profit or loss.
The Group holds interests in various subsidiaries as presented in Note 1.
(b) Interests in Jointly-controlled Operations
A joint operation is a joint arrangement whereby the parties that have joint control of
the arrangement have rights to the assets, and obligations for the liabilities, relating to
the arrangement. Those parties are called joint operators. The Group recognizes in
relation to its interest in a joint operation: its assets, including its share of any assets
held jointly; its liabilities, including its share of any liabilities incurred jointly; its
revenue from the sale of its share of the output arising from the joint operation; its
share of the revenue from the sale of the output by the joint operation; and, its
expenses, including its share of any expenses incurred jointly. The amounts of these
related accounts are presented as part of the regular asset and liability accounts and
income and expense accounts of the Group. No adjustment or other consolidation
procedures are required for the assets, liabilities, income and expenses of the joint
venture that are recognized in the separate financial statements of the venturers.
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2.4 Business Combination
Business acquisitions are accounted for using the acquisition method of accounting.
Goodwill represents the excess of the cost of an acquisition over the fair value of the
Group’s share of the net identifiable assets of the acquired subsidiary at the date of
acquisition. Subsequent to initial recognition, goodwill is measured at cost less any
accumulated impairment losses. Goodwill is tested annually for impairment and carried
at cost less accumulated impairment losses. Impairment losses on goodwill are not
reversed (see Note 2.16).
Negative goodwill or gain on bargain purchase which is the excess of the Group’s
interest in the net fair value of net identifiable assets acquired over acquisition cost is
charged directly to income.
For the purpose of impairment testing, goodwill is allocated to cash-generating units

or groups of cash-generating units that are expected to benefit from the business
combination in which the goodwill arose. The cash-generating units or groups of
cash-generating units are identified according to operating segment.
Gains and losses on the disposal of an interest in a subsidiary include the carrying
amount of goodwill relating to it.
If the business combination is achieved in stages, the acquirer is required to remeasure its
previously held equity interest in the acquiree at its acquisition-date fair value and
recognize the resulting gain or loss, if any, in the profit or loss or other comprehensive
income, as appropriate.
Any contingent consideration to be transferred by the Group is recognized at fair value

at the acquisition date. Subsequent changes to the fair value of the contingent
consideration that is deemed to be an asset or liability is recognized in accordance
with PAS 37, Provisions and Contingent Liabilities and Contingent Assets, either in profit or loss
or as a change to other comprehensive income. Contingent consideration that is
classified as equity is not remeasured, and its subsequent settlement is accounted for
within equity.
Acquisition of interest in an entity that holds investment property which does not
constitute a business is accounted for as an asset acquisition. A business is an integrated
set of activities and assets that is capable of being conducted and managed for the
purpose of providing a return in the form of dividends, lower costs or other economic
benefits directly to investors or other owners, members and participant. A business
usually consists of the three elements as follows:
(a) inputs, which is an economic resource that creates, or has the ability to create,
outputs when one or more processes are applied to it;
(b) processes, which may pertain to any system, standard, protocol, convention or
rule that when applied to an input or inputs, creates or has the ability to create
outputs; and,
(c) outputs which are the result of inputs and processes applied to those inputs.
- 11 -
While a business usually has outputs, outputs are not required for an integrated set of
assets to qualify as a business.
Under the asset purchased accounting, the purchase costs are allocated to identifiable
assets and liabilities based on relative fair values of individual items; goodwill or gain on
bargain purchase is not recognized; and, transaction costs are capitalized.
2.5 Financial Assets
Financial assets are recognized when the Group becomes a party to the contractual terms
of the financial instruments. For purposes of classifying financial assets, an instrument is
considered as an equity instrument if it is non-derivative and meets the definition of
equity for the issuer in accordance with the criteria of PAS 32, Financial Instruments:
Presentation. All other non-derivative financial instruments are treated as debt
instruments.
Regular purchases and sales of financial assets are recognized on their trade date
(i.e., the date that the Group commits to purchase or sell the asset).
(a) Classification, Measurement and Reclassification of Financial Assets
The classification and measurement of financial assets is driven by the Group’s

business model for managing the financial assets and the contractual cash flow
characteristics of the financial assets. The business model determines whether cash
flows will result from collecting contractual cash flows, selling the financial assets, or
both. The classification and measurement of financial assets are described below.
(i) Financial Assets at Amortized Cost
Financial assets are measured at amortized cost if both of the following

conditions are met:
 the asset is held within the Group’s business model whose objective is to
hold financial assets in order to collect contractual cash flows (“hold to
collect”); and,
 the contractual terms of the instrument give rise, on specified dates, to cash
flows that are SPPI on the principal amount outstanding.
Except for trade receivables that do not contain a significant financing

component and are measured at the transaction price in accordance with
PFRS 15, all financial assets meeting these criteria are measured initially at fair
value plus transaction costs. These are subsequently measured at amortized cost
using the effective interest method, less any impairment in value.
The Group’s financial assets measured at amortized cost include those presented
in the consolidated statement of financial position as Cash and Cash Equivalents,
Trade and Other Receivables (excluding receivables from officers and
employees), Due from Related Parties, and as part of Other Non-current Assets
with respect to Deposits.
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Financial assets measured at amortized cost are included in current assets, except
for those with maturities greater than 12 months after the end of each reporting
period, which are classified as non-current assets.
For purposes of cash flows reporting and presentation, cash equivalents

comprise accounts with original maturities of three months or less. These
generally include short-term and highly liquid investments that are readily
convertible to known amounts of cash and which are subject to insignificant risk
of changes in value. Cash include cash on hand and demand deposits.
Interest income is calculated by applying the effective interest rate to the gross
carrying amount of the financial assets except for those that are subsequently
identified as credit-impaired. For credit-impaired financial assets at amortized
cost, the effective interest rate is applied to the net carrying amount of the
financial assets (after deduction of the loss allowance). If the asset is no longer
credit-impaired, the calculation of interest income reverts to gross basis.
For financial assets that were credit-impaired on initial recognition, interest

income is calculated by applying a credit-adjusted effective interest rate to the
amortized cost of the asset. The calculation of interest income does not revert to
a gross basis even if the credit risk of the asset subsequently improves. The
interest earned on installment contract receivables and finance lease receivables,
and cash and cash equivalents are recognized and presented in the consolidated
statement of profit or loss as part of Other Operating Income.
(ii) Financial Assets at Fair Value Through Other Comprehensive Income
Financial asset is classified and measured at FVOCI if the asset meets the
following conditions:
 it is held under a business model whose objective is achieved by both

collecting the contractual cash flows and sell (“hold to collect and sell”); and,
 the contractual terms of the financial assets give rise to cash flows that are
SPPI on the principal amount outstanding.
At initial recognition, the Group can make an irrevocable election (on an

instrument-by-instrument basis) to designate equity investments as at FVOCI;
however, such designation is not permitted if the equity investment is held by the
Group for trading or as mandatorily required to be classified as fair value through
profit or loss (FVTPL). The Group has designated its equity investment as at
FVOCI on initial application of PFRS 9 (see Note 10).
Financial assets at FVOCI are initially measured at fair value plus transaction
costs. Subsequently, they are measured at fair value, with no deduction for any
disposal costs. Gains and losses arising from changes in fair value are recognized
in other comprehensive income, net of any effects arising from income taxes, and
are reported as part of Revaluation Reserves account in equity. When the asset is
disposed of, the cumulative gain or loss previously recognized in the Revaluation
Reserves account is not reclassified to profit or loss but is reclassified directly to
Retained Earnings, except for debt securities classified as FVOCI, if any, wherein
cumulative fair value gains or losses are reclassified to profit or loss.
- 13 -
Any dividends earned on holding equity instruments are recognized in profit or

loss as part of Dividend Income, when the Group’s right to receive dividends is
established; it is probable that the economic benefits associated with the dividend
will flow to the Group; and, the amount of the dividend can be measured
reliably, unless the dividends clearly represent recovery of a part of the cost of
the investment.
The Group can only reclassify financial assets if the objective of its business model
for managing those financial assets changes. Accordingly, the Group is required to
reclassify financial assets: (i) from amortized cost to FVTPL, if the objective of the
business model changes so that the amortized cost criteria are no longer met; and,
(ii) from FVTPL to amortized cost, if the objective of the business model changes so
that the amortized cost criteria start to be met and the characteristic of the
instrument’s contractual cash flows meet the amortized cost criteria.
A change in the objective of the Group’s business model will take effect only at the
beginning of the next reporting period following the change in the business model.
(b) Impairment of Financial Assets
At the end of the reporting period, the Group assesses and recognizes an allowance
for ECL on its financial assets measured at amortized cost and investment securities
measured at FVOCI. The measurement of the ECL involves consideration of
broader range of information in assessing credit risk, including past events (e.g.,
historical credit loss experience) and current conditions, adjusted for forward-looking
factors specific to the counterparty or debtor and the economic environment that
affect the collectability of the future cash flows of the financial assets. ECL is
determined by a probability-weighted estimate of credit losses over the expected life
of the financial assets.
The Group assesses impairment of trade receivables on a collective basis based on

shared credit risk characteristics of financial assets. The Group determines the ECL
for trade receivables by applying a method that evaluates the credit quality of a
portfolio of trade receivables and the cumulative loss rates by analyzing historical net
charge-offs arising from cancellations and back-out sale for homogenous accounts
that share the same origination period.
For investment securities measured at amortized cost and at FVOCI, the Group
recognizes lifetime ECL when there has been a significant increase in credit risk on a
financial asset since initial recognition. Lifetime ECL represents the expected credit
loss that will result from all possible default events over the expected life of a
financial asset, irrespective of the timing of the default. However, if the credit risk
on a financial asset has not increased significantly since initial recognition, the Group
measures and provides for credit losses that are expected to result from default
events that are possible within 12-months after the end of the reporting period.
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For other credit exposures such as receivables and advances to related parties and
other companies, ECLs are recognized in two stages. If the credit risk on a financial
asset has not increased significantly since initial recognition, the Group measures and
provides for credit losses that are expected to result from default events that are
possible within the next 12-months (12-month ECL). When there has been a
significant increase in credit risk on a financial asset since initial recognition, a loss
allowance is required for credit losses expected over the remaining life of the
exposure, irrespective of the timing of the default (lifetime ECL). For deposits in
banks, the Group applies the low credit risk simplification and measures the ECL on
the financial assets based on a 12-month basis unless there has been a significant
increase in credit risk since origination, in that case, the loss allowance will be based
on the lifetime ECL.
The key elements used in the calculation of ECL are as follows:
 Probability of Default – it is an estimate of likelihood of a counterparty defaulting of

its financial obligation over a given time horizon, either over the next 12 months
or over the remaining lifetime of the obligation.
 Loss Given Default – it is an estimate of loss related to the amount that may not be
recovered after the default occurs. It is based on the difference between the
contractual cash flows due in accordance with the terms of the instrument and all
the cash flows that the Group expects to receive. For trade receivables, this
include cash flows from resale of repossessed real estate properties, net of direct
costs of obtaining and selling the properties such as commission, refurbishment,
and refund payment under Republic Act (RA) 6552, Realty Installment Buyer
Protection Act or Maceda law.
 Exposure at Default – it represents the gross carrying amount of the financial assets
in the event of default which pertains to its amortized cost.
The Group recognizes an impairment loss in profit or loss for all financial
instruments subjected to ECL impairment assessment with a corresponding
adjustment to their carrying amount through a loss allowance account , except for
investment securities measured at FVOCI, for which the loss allowance is recognizes
in other comprehensive income and accumulated in Revaluation Reserves account,
and does not reduce the carrying amount of the financial asset in the statement of
financial position.
.
(c) Derecognition of Financial Assets
The financial assets (or where applicable, a part of a financial asset or part of a group
of financial assets) are derecognized when the contractual rights to receive cash flows
from the financial instruments expire, or when the financial assets and all substantial
risks and rewards of ownership have been transferred to another party. If the Group
neither transfers nor retains substantially all the risks and rewards of ownership and
continues to control the transferred asset, the Group recognizes its retained interest
in the asset and an associated liability for amounts it may have to pay. If the Group
retains substantially all the risks and rewards of ownership of a transferred financial
asset, the Group continues to recognize the financial asset and also recognizes a
collateralized borrowing for the proceeds received.
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2.6 Inventories
Property acquired or being constructed for sale in the ordinary course of business, rather
than to be held for rental or capital appreciation, are held as inventories.
Inventories include subdivision lots, houses and lots, land developments, medium-rise
and high-rise condominium units, and parking spaces. Land acquired by the Group and
are held for future development and sale in the ordinary course of business is also
accounted for as inventories. Inventories are measured at the lower of cost and net
realizable value (NRV).
Cost of inventories includes:
 land cost;
 amounts paid to contractors for the construction; planning and design costs; costs of
site preparation; professional fees directly attributable to construction/development
of the property, property transfer taxes; construction overheads and other related
costs; and,
 any borrowing costs to the projects which were capitalized during construction
[Notes 2.2(c)(iv) and 2.18].
Repossessed property arising from sales cancellation is recognized at NRV.
NRV is the estimated selling price in the ordinary course of the business, based on
market prices at the reporting date, less estimated costs of completion and the estimated
cost to sale. The amount of any write-down of inventories to NRV and all losses of
inventories are recognized in the consolidated statement of profit or loss in the year of
the write-down or loss occurs.
The cost of inventories 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. The total costs are allocated pro-rata based on the relative size of the
property sold.
2.7 Property and Equipment

Property and equipment, except for land and construction-in-progress, are carried at cost
less accumulated depreciation and amortization and any impairment in value. Land and
construction-in-progress are carried at cost less any impairment 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. Construction-in-progress includes cost of
construction, other direct costs, furniture and fixtures and leasehold improvements under
construction but not yet used in operations and is not depreciated until such time that
the relevant asset is completed and ready for intended use.
Expenditures incurred after the property and equipment have been put into operational
use, such as repairs and maintenance, are normally charged to operations in the year in
which the costs are incurred. When significant parts of property and equipment are
required to be replaced in intervals, the Group recognizes such parts as individual assets
with specific useful lives and depreciation and amortization.
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Likewise, when a major inspection is performed, its cost is recognized in the carrying
amount of the equipment as a replacement if the recognition criteria are satisfied. All
other repairs and maintenance costs are recognized in profit or loss as incurred.
Depreciation and amortization of property and equipment commences once the item of
property and equipment is put into operational use and is computed on a straight-line
basis over the estimated useful lives of the assets as follows:
Buildings 20 years
Land improvements 3-5 years
Leasehold improvements 3-5 years or the term of
the lease whichever
shorter
Furniture and fixtures 3-5 years
Machineries and equipment 3-5 years
Transportation vehicles 1-5 years
An asset’s carrying amount is written down immediately to its recoverable amount if

the asset’s carrying amount is greater than its estimated recoverable amount
(see Note 2.16).
The residual values, estimated useful lives and method of depreciation and amortization
of property and equipment are reviewed, and adjusted if appropriate, at the end of each
reporting period to ensure that these are consistent with the expected pattern of
economic benefits from items of property and equipment.
Fully depreciated property and equipment and fully amortized leasehold improvements
are retained in the accounts until they are no longer in use.
An item of property and equipment, including the related accumulated depreciation,

amortization and impairment losses, is derecognized upon disposal or when no future
economic benefits are expected to arise from the continued use of the asset. Any gain or
loss arising on derecognition of the asset (calculated as the difference between the net
disposal proceeds and the carrying amount of the item) is included in profit or loss in the
year the item is derecognized.
2.8 Investment Properties

Investment properties are properties held either to earn rental income or for capital
appreciation or for both, but not for sale in the ordinary course of business, use in the
production or supply of goods or services or for administrative purposes.
Investment properties, which include land, building and improvements are initially
recognized at cost. The initial cost of investment property 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. Subsequent to initial recognition,
investment properties, except for land, are stated at cost less accumulated depreciation,
amortization and any impairment in value. Land is carried at cost less any impairment in
value (see Note 2.16).
Expenditures incurred after the investment properties have been put into operations,
such as repairs and maintenance costs, are charged against current operations in the year
in which the costs are incurred.
- 17 -
Depreciation and amortization of investment properties commences from the time of

acquisition and is computed on a straight-line basis over the estimated useful lives of the
investments properties as follows:
Building 20 years
Improvements 20 years
Transfers are made to investment properties when, and only when, there is a change in
use evidenced by ending of owner occupation, commencement of an operating lease to
another party or ending of construction or development. Transfers are made from
investment properties when, and only when, there is a change in use evidenced by
commencement of owner occupation or commencement of development with a view to
sale. In isolation, a change in management’s intentions for the use of a property does not
provide evidence of a change in use.
An asset’s carrying amount is written down immediately to its recoverable amount if the
asset’s carrying amount is greater than its recoverable amount (Note 2.16).
Investment properties, including the related accumulated depreciation and amortization,

are derecognized upon disposal or when permanently withdrawn from use and no future
benefit is expected from its disposal. Any gains or losses on the retirement or disposal of
investment properties (calculated as the difference between the net disposal proceeds and
the carrying amount of the item) are recognized in profit or loss in the year of retirement
or disposal.
2.9 Intangible Assets

Intangible assets of the Group pertain to software cost presented under Other
Non-current Assets and goodwill which are accounted for under the cost model.
The cost of the asset is the amount of cash or cash equivalents paid or the fair value
of the other considerations given up to acquire an asset at the time of its acquisition
or production. Capitalized costs, except those related to goodwill, are amortized on a
straight-line basis over the estimated useful lives of five years, as the lives of these
intangible assets are considered finite. Goodwill is not amortized because it is
considered to have indefinite useful life. In addition, intangible assets are subject to
impairment testing as described in Note 2.16.
Acquired computer software licenses are capitalized on the basis of the costs incurred
to acquire and install the specific software. Costs associated with maintaining
computer software and those costs associated with research activities are recognized
as expense in profit or loss as incurred.
When an intangible asset is disposed of, the gain or loss on disposal is determined as
the difference between the proceeds and the carrying amount of the asset and is
recognized in profit or loss.
2.10 Other Assets

Other assets pertain to other resources controlled by the Group as a result of past events.
They are recognized in the consolidated financial statements when it is probable that the
future economic benefits will flow to the Group and the asset has a cost or value that can
be measured reliably.
- 18 -
Other recognized assets of similar nature, where future economic benefits are expected
to flow to the Group beyond one year after the end of the reporting period or in the
normal operating cycle of the business, if longer, are classified as non-current assets.
The Group’s other assets include investment in joint operation (see Note 2.3).
2.11 Financial Liabilities at Amortized Cost
Financial liabilities, which include trade and other payables (excluding tax-related
liabilities, deferred rent and retirement benefit obligation), loans payable, bonds payable
and amounts due to related parties, are recognized when the Group becomes a party to
the contractual terms of the instrument. These are recognized initially at their fair values
and subsequently measured at amortized cost, using effective interest method for
maturities beyond one year, less settlement payments. All interest-related charges
incurred on a financial liability are recognized as an expense in profit or loss under the
caption Finance Costs in the consolidated statement of profit or loss.
Loans payable and bonds payable are raised for support of long-term funding of
operations. Finance charges, including direct issue costs, are charged to profit or loss on
an accrual basis [except for capitalizable borrowing costs which are added to the cost of
qualifying assets (see Note 2.18)] using the effective interest method and are added to the
carrying amount of the instrument to the extent that these are not settled in the period in
which they arise.
Dividend distributions to shareholders are recognized as financial liabilities upon

declaration by the Parent Company.
Financial liabilities are classified as current liabilities if payment is due to be settled within
one year or less after the end of the reporting period (or in the normal operating cycle of
the business, if longer), or the Group does not have an unconditional right to defer
settlement of the liability for at least twelve months after the end of the reporting period.
Otherwise, these are presented as non-current liabilities.
Financial liabilities are derecognized from the consolidated statement of financial

position only when the obligations are extinguished either through discharge, cancellation
or expiration. Where an existing financial liability is replaced by another from the same
lender on substantially different terms, or if the terms of an existing liability are
substantially modified, such an exchange or modification is treated as derecognition of
the original liability and a recognition of new liability, and the difference between the
carrying amount of the financial liability derecognized and the consideration paid or
payable or the carrying amount of the new liability is recognized in profit or loss.
2.12 Offsetting of Financial Instruments

Financial assets and financial liabilities are offset and the resulting net amount,
considered as a single financial asset or financial liability, is reported in the consolidated
statement of financial position when the Group currently has legally enforceable right to
set-off the recognized amounts and there is an intention to settle on a net basis, or realize
the asset and settle the liability simultaneously. The right of set-off must be available at
the end of the reporting period, that is, it is not contingent on future event. It must also
be enforceable in the normal course of business, in the event of default, and in the event
of insolvency or bankruptcy; and must be legally enforceable for both entity and all
counterparties to the consolidated financial instruments.
- 19 -
2.13 Provisions and Contingencies

Provisions are recognized when present obligations will probably lead to an outflow of
economic resources and they can be estimated reliably even if the timing or amount of
the outflow may still be uncertain. A present obligation arises from the presence of a
legal or constructive obligation that has resulted from past events.
Provisions are measured at the estimated expenditure required to settle the present
obligation, based on the most reliable evidence available at the end of the reporting
period, including the risks and uncertainties associated with the present obligation.
Where there are a number of similar obligations, the likelihood that an outflow will be
required in settlement is determined by considering the class of obligations as a whole.
When time value of money is material, long-term provisions are discounted to their
present values using a pretax rate that reflects market assessments and the risks specific
to the obligation. The increase in the provision due to passage of time is recognized as
interest expense. Provisions are reviewed at the end of each reporting period and
adjusted to reflect the current best estimate.
In those cases, where the possible outflow of economic resource as a result of present
obligations is considered improbable or remote, or the amount to be provided for cannot
be measured reliably, no liability is recognized in the consolidated financial statements.
Similarly, possible inflows of economic benefits to the Group that do not yet meet the
recognition criteria of an asset are considered contingent assets, hence, are not
recognized in the consolidated financial statements. On the other hand, any
reimbursement that the Group can be virtually certain to collect from a third party with
respect to the obligation is recognized as a separate asset not exceeding the amount of
the related provision.
2.14 Revenue and Expense Recognition

(a) Revenue, Other Operating Income and Gains
Revenue from contracts with customers is recognized when control of the goods
or services are transferred to the customer at an amount that reflects the
consideration to which the Group expects to be entitled in exchange for those
goods or services. The transfer of control can occur over time or at a point in
time. Generally, revenue is measured by reference to the fair value of consideration
received or receivable by the Group for goods sold and services rendered,
excluding Value Added Tax (VAT), and rebates and discounts, if any.
The Group has concluded that it is the principal in its revenue arrangements with
customers based on existing contracts at the end of the reporting period.
Based on identified contract with customers, the Group determines the revenue to
be recognized following a five-step process as follows:
(i) identifying the contract with a customer;

(ii) identifying the performance obligation;
(iii) determining the transaction price;
(iv) allocating the transaction price to the performance obligations; and,
(v) recognizing revenue when/as performance obligations are satisfied.
A performance obligation is satisfied at a point in time unless it meets one of the

following criteria in the succeeding page, in which case it is satisfied over time.
- 20 -
(i) the customer simultaneously receives and consumes the benefits provided by
the Group’s performance as the Group performs;
(ii) the Group’s performance creates or enhances an asset that the customer
controls as the asset is created or enhanced; and,
(iii) the Group’s performance does not create an asset with an alternative use to
the Group and the entity has an enforceable right to payment for performance
completed to date.
Judgment applied by management in determining whether a contract with customer

exists and the other significant judgment, estimates and assumptions related to
accounting for revenue from contracts entered into with customers related to sale
of real estate properties and hotel operations are disclosed in Note 3.1(a) and
3.1(b).
The Group derives revenue primarily from sale of houses and lots, subdivision lots,
medium-rise and high-rise condominium units and parking spaces. The Group
also enters into transactions involving hotel accommodations, food and beverage
operations, and other incidental activities.
In addition to the above considerations, the Group’s revenue and other operating
income and gains are recognized and measured based on the following specific
criteria:
(i) Real estate sales

(a) On pre-completed real estate projects
Revenue from pre-completed real estate projects are recognized over time
proportionate to progress of the development. The Group measures its
progress based on actual costs incurred relative to the total expected costs
to be incurred in completing the development. Revenue recognized from
real estate sales is presented as part of Real Estate Sales under the
Revenues section in the consolidated statement of profit or loss.
Contract assets pertain to rights to consideration in exchange for goods or

services that the Group has transferred to a customer that is conditioned
on something other than passage of time. Under its contracts with
customers, the Group will receive an unconditional right to payment for
the total consideration upon the completion of the development of the
property sold. Any rights to consideration recognized by the Group as it
develops the property are presented as Contract assets under the Trade
and Other Receivables account of the consolidated statement of financial
position. Contract assets are subsequently tested for impairment in the
same manner as the Group assesses impairment of its financial assets
[see Note 2.5(b)].
Any consideration received by the Group in excess of the amount for

which the Group is entitled is presented as Contract liabilities under the
Trade and Other Payables account of the consolidated statement of
financial position. A contract liability is the Groups obligation to transfer
goods or services to a customer for which the Group has received
consideration (or an amount of consideration is due) from the customer.
- 21 -
If the transaction does not yet qualify as contract revenue under PFRS 15,
the deposit method is applied until all conditions for recording the sale are
met. Pending the recognition of revenue on real estate sale, consideration
received from buyers are presented under the Deposits from Customers
account in the liabilities section of the consolidated statement of financial
position.
(b) On completed real estate projects
Revenue from completed real estate sales are recognized as the control
transfer to the customer at the point in time and upon reaching the
collection threshold set by management, i.e., income from sale is
considered fully earned at the time the collection from customer has
reached the desired percentage requirement of the total contract price.
Collections from buyers which are not yet qualified for revenue
recognition are treated as deposits and presented as Deposits from
Customers in the consolidated statement of financial position.
(ii) Hotel operations
Revenues from hotel operations which include occupancy and sale of ancillary
services are recognized over time during the occupancy of hotel guest and
ends when the scheduled hotel room accommodation has lapsed (i.e., the
related room services and goods have been rendered or served). Revenue
from banquets and other special events are recognized when the events take
place, hence, over time.
(iii) Gain or loss on repossession and cancellation
Gain or loss on repossession is recognized at a point in time (i.e., at the date

of repossession) and measured based on the difference between the fair value
less cost to restore and sell repossessed inventories and the carrying value of
the installment contract receivables out of amount refundable to the buyer as
required by RA 6552, or Maceda Law, at the time of repossession. This is
presented in the consolidated statement of profit and loss as Other Operating
Income.
(iv) Other operating income and gains
Other income arising from other customer-related fees such as collection

services fees, penalties, retrieval fees, transfer and other fees are recognized
over time in the same amount to which the entity has the right of invoice to
the customer (i.e., when the Group has rendered the related services which
coincides to the time when the customer obtains the benefits thereon). Any
amounts remaining unbilled at the end of the reporting period are presented in
the consolidated statement of financial position as receivables as only the
passage of time is required before payment of these amounts will be due.
- 22 -
(b) Costs and Expenses
Costs of real estate sales, including costs of land, land development costs, building
costs, professional fees, permits and licences and capitalized borrowing costs
(see Notes 2.6 and 2.18) are recognized as these as incurred. These costs are
allocated to the saleable area based on relative size, with the portion allocable to
the sold area being recognized as costs of sales in profit or loss upon disposal,
while the portion allocable to the unsold area being recognized as part of real estate
inventories.
Costs of hotel operations and operating expenses are recognized upon utilization
of the goods or services or at the date the costs are incurred (i.e., when a decrease
in future economic benefits related to a decreased in an asset or an increase of a
liability has arisen that can be measured reliably). These are measured at the
amount paid or payable.
Incremental costs of obtaining a contract to sell real property to customers

(i.e., commissions and documentation) are recognized as part of Operating
Expenses on the same basis as revenue from such contract is recognized.
2.15 Leases
The Group accounts for its leases as follows:
(a) Group as Lessee
(i) Accounting for Leases in Accordance with PFRS 16 (beginning January 1, 2019)
For any new contracts entered into on or after January 1, 2019, the Group considers
whether a contract is, or contains, a lease. A lease is defined as a contract, or part of a
contract, that conveys the right to use an asset (the underlying asset) for a period of
time in exchange for consideration. To apply this definition, the Group assesses
whether the contract meets three key evaluations below.
 the contract contains an identified asset, which is either explicitly identified in the
contract or implicitly specified by being identified at the time the asset is made
available to the Group;
 the Group has the right to obtain substantially all of the economic benefits from
use of the identified asset throughout the period of use, considering its rights
within the defined scope of the contract; and,
 the Group has the right to direct the use of the identified asset throughout the
period of use. The Group assess whether it has the right to direct ‘how and for
what purpose’ the asset is used throughout the period of use.
- 23 -
At lease commencement date, the Group recognizes a right-of-use asset and a lease
liability in the consolidated statement of financial position. The right-of-use asset is
measured at cost, which is made up of the initial measurement of the lease liability, any
initial direct costs incurred by the Group, an estimate of any costs to dismantle and
remove the asset at the end of the lease, and any lease payments made in advance of
the lease commencement date (net of any incentives received). Subsequently, the
Group depreciates the right-of-use asset on a straight-line basis from the lease
commencement date to the earlier of the end of the useful life of the right-of-use asset
or the end of the lease term. The Group also assesses the right-of-use asset for
impairment when such indicators exist (see Note 2.16).
On the other hand, the Group measures the lease liability at the present value of the
lease payments unpaid at the commencement date, discounted using the interest rate
implicit in the lease if that rate is readily available or the Group’s incremental
borrowing rate. Lease payments include fixed payments (including in-substance fixed
payments) less lease incentives receivable, if any, variable lease payments based on an
index or rate, amounts expected to be payable under a residual value guarantee, and
payments arising from options (either renewal or termination) reasonably certain to be
exercised. Subsequent to initial measurement, the liability will be reduced for
payments made and increased for interest. It is remeasured to reflect any reassessment
or modification, or if there are changes in in-substance fixed payments. When the
lease liability is remeasured, the corresponding adjustment is reflected in the right-of-
use asset, or profit and loss if the right-of-use asset is already reduced to zero.
On the consolidated statement of financial position, right-of-use assets are presented

as part of other non-current assets. Meanwhile, lease liabilities are presented as part of
trade and other payables.
(ii) Accounting for Leases in Accordance with PAS 17 (until December 31, 2018)
The Group determines whether an arrangement is, or contains, a lease based on the
substance of the arrangement. It makes an assessment of whether the fulfillment of
the arrangement is dependent on the use of a specific or identified asset or assets
and the arrangement conveys a right to use the asset for a period of time in exchange
for consideration.
(b) Group as Lessor
Leases which do not transfer to the lessee substantially all the risks and benefits of
ownership of the asset are classified as operating leases. Lease income from
operating leases is recognized in profit or loss on a straight-line basis over the lease
term.
Leases wherein the Group substantially transfers to the lessee all risks and benefits
incidental to ownership of the leased item are classified as finance leases and are
presented as receivable at an amount equal to the Group’s net investment in the
lease. Finance income is recognized based on the pattern reflecting a constant
periodic rate of return on the Group’s net investment outstanding in respect of the
finance lease.
- 24 -
2.16 Impairment of Non-Financial Assets

The Group’s property and equipment, investment properties, goodwill and other non-
financial assets are subject to impairment testing. Goodwill is tested for impairment at
least annually. All other individual assets are tested for impairment whenever events or
changes in circumstances indicate that the carrying amount of those assets may not be
recoverable.
For purposes of assessing impairment, assets are grouped at the lowest levels for which
there are separately identifiable cash flows (cash-generating units). As a result, assets are
tested for impairment either individually or at the cash-generating unit level.
Impairment loss is recognized in profit or loss for the amount by which the asset’s or
cash-generating unit’s carrying amount exceeds its recoverable amount, which is the
higher of its fair value less costs-to-sell and its value in use. In determining value in use,
management estimates the expected future cash flows from each cash-generating unit and
determines the suitable interest rate in order to calculate the present value of those cash
flows. The data used for impairment testing procedures are directly linked to the
Group’s latest approved budget, adjusted as necessary to exclude the effects of asset
enhancements. Discount factors are determined individually for each cash-generating
unit and reflect management’s assessment of respective risk profiles, such as market and
asset-specific risk factors.
All assets are subsequently reassessed for indications that an impairment loss previously
recognized may no longer exist. Except for goodwill, an impairment loss is reversed if
the asset’s or cash generating unit’s recoverable amount exceeds its carrying amount.
2.17 Employee Benefits

The Group provides post-employment benefits to employees through a defined benefit
plan, defined benefit contribution plans, and other employee benefits which are
recognized as discussed below and in the succeeding pages.
(a) Post-employment Defined Benefit Plan
A defined benefit plan is a post-employment plan that defines an amount of

post-employment benefit that an employee will receive on retirement, usually
dependent on one or more factors such as age, years of service and salary. The
legal obligation for any benefits from this kind of post-employment plan remains
with the Group, even if plan assets for funding the defined benefit plan have
been acquired. Plan assets may include assets specifically designated to a
long-term benefit fund, as well as qualifying insurance policies. The Group’s
post-employment defined benefit pension plans covers all regular full-time
employees. The pension plans are tax-qualified, noncontributory and administered
by trustees.
- 25 -
The liability recognized in the consolidated statement of financial position for a

defined benefit plan is the present value of the defined benefit obligation (DBO) at
the end of the reporting period. The DBO is calculated annually by independent
actuaries using the projected unit credit method. The present value of the DBO is
determined by discounting the estimated future cash outflows for expected benefit
payments using a discount rate derived from the interest rate of zero coupon
government bonds, that are denominated in the currency in which the benefits will
be paid and that have terms to maturity approximating to the terms of the related
post-employment liability. The interest rates are based from the reference rates
published by Bloomberg using its valuation technology, Bloomberg Valuation
(BVAL). BVAL provides evaluated prices that are based on market observations
from contributed sources.
Remeasurements, comprising of actuarial gains and losses arising from experience

adjustments and changes in actuarial assumptions and the return on plan assets
(excluding amount included in net interest) are reflected immediately in the
consolidated statement of financial position with a charge or credit recognized in
profit or loss in the period in which they arise. Net interest is calculated by
applying the discount rate at the beginning of the period, unless there is a plan
amendment, curtailment or settlement during the reporting period. The calculation
also takes into account any changes in the net defined benefit liability or asset
during the period as a result of contributions to the plan or benefit payments. Net
interest is reported as part of Finance Costs in the consolidated statement of profit
or loss.
Past service costs are recognized immediately in consolidated profit or loss in the
period of a plan amendment and curtailment.
(b) Post-employment Defined Contribution Plans
A defined contribution plan is a post-employment plan under which the Group

pays fixed contributions into an independent entity (e.g. Social Security System).
The Group has no legal or constructive obligations to pay further contributions
after payment of the fixed contribution. The contributions recognized in respect of
defined contribution plans are expensed as they fall due. Liabilities or assets may
be recognized if underpayment or prepayment has occurred and are included in
current liabilities or current assets as they are normally of a short-term nature.
(c) Short-term Benefits
Short-term employee benefits include wages, salaries, bonuses, and non-monetary

benefits provided to current employees which are expected to be settled before
twelve months after the end of the annual reporting period during which an
employee services are rendered, but does not include termination benefits. The
undiscounted amount of the benefits expected to be paid in respect of services
rendered by employees in an accounting period is recognized in profit or loss during
that period and any unsettled amount at the end of the reporting period is included
as part of Accrued expenses under Trade and Other Payables in the consolidated
statement of financial position.
- 26 -
(d) Compensated Absences
Compensated absences are recognized for the number of paid leave days
(including holiday entitlement) remaining at the end of the reporting period.
They are included in the Trade and Other Payables in the consolidated statement
of financial position at the undiscounted amount that the Group expects to pay as
a result of the unused entitlement.
2.18 Borrowing Costs

Borrowing costs are recognized as expenses in the period in which they are incurred,
except to the extent that they are capitalized. Borrowing costs that are directly
attributable to the acquisition, construction or production of a qualifying asset (i.e., an
asset that takes a substantial period of time to get ready for its intended use or sale) are
capitalized as part of the cost of such asset. 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.
The capitalization of borrowing costs commences when expenditures for the asset and
borrowing costs are being incurred and activities that are necessary to prepare the asset
for its intended use or sale are in progress. 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. Capitalization ceases when substantially all such activities
are complete.
2.19 Income Taxes

Tax expense recognized in consolidated profit or loss comprises the sum of current tax
and deferred tax not recognized in consolidated other comprehensive income or directly
in equity, if any.
Current tax assets or liabilities comprise those claims from, or obligations to, fiscal
authorities relating to the current or prior reporting period, that are uncollected or unpaid
at the reporting period. They are calculated using the tax rates and tax laws applicable to
the fiscal periods to which they relate, based on the taxable profit for the year. All
changes to current tax assets or liabilities are recognized as a component of tax expense
in consolidated profit or loss.
Deferred tax is accounted for using the liability method on temporary differences at the
end of the reporting period between the tax base of assets and liabilities and their
carrying amounts for financial reporting purposes. Under the liability method, with
certain exceptions, deferred tax liabilities are recognized for all taxable temporary
differences and deferred tax assets are recognized for all deductible temporary differences
and the carry forward of unused tax losses and unused tax credits to the extent that it is
probable that taxable profit will be available against which the deferred income tax asset
can be utilized. Unrecognized deferred tax assets are reassessed at the end of each
reporting period and are recognized to the extent that it has become probable that future
taxable profit will be available to allow such deferred tax assets to be recovered.
- 27 -
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply
to the period when the asset is realized or the liability is settled provided such tax rates
have been enacted or substantively enacted at the end of the reporting period.
The carrying amount of deferred tax assets is reviewed at the end of each reporting
period and reduced to the extent that it is probable that sufficient taxable profit will be
available to allow all or part of the deferred tax asset to be utilized.
The measurement of deferred tax liabilities and assets reflects the tax consequences that
would follow from the manner in which the Group expects, at the end of the reporting
period, to recover or settle the carrying amount of its assets and liabilities.
Most changes in deferred tax assets or liabilities are recognized as a component of tax
expense in consolidated profit or loss, except to the extent that it relates to items
recognized in consolidated other comprehensive income or directly in equity. In this
case, the tax is also recognized in other comprehensive income or directly in equity,
respectively.
Deferred tax assets and deferred tax liabilities are offset if the Group has a legally
enforceable right to set-off current tax assets against current tax liabilities and the
deferred taxes relate to the same entity and the same taxation authority.
2.20 Related Party Relationships and Transactions

Related party transactions are transfers of resources, services or obligations between the
entities in the Group and their related parties, regardless whether a price is charged.
Parties are considered to be related if one party has the ability to control the other party
or exercise significant influence over the other party in making financial and operating
decisions. Related parties include: (a) individuals owning, directly or indirectly through
one or more intermediaries, control or are controlled by, or under common control with
the Group; (b) associates; (c) individuals owning, directly or indirectly, an interest in the
voting power of the Group that gives them significant influence over the Group and
close members of the family of any such individual; and, (d) the Group’s funded
post-employment plan.
In considering each possible related party relationship, attention is directed to the

substance of the relationship and not merely on the legal form.
Based on the requirement of SEC Memorandum Circular 2019-10, Rules of Material

Related Transaction for Publicly- Listed Companies, transactions amounting to 10% or
more of the total assets based on the latest audited consolidated financial statements
that were entered into with related parties are considered material for purposes of
reporting to the SEC as required under the said memorandum circular.
- 28 -
All individual material related party transactions shall be approved by at least

two-thirds vote of the BOD, with at least a majority of the independent directors
voting to approve the material related party transactions. In case that a majority of
the independent directors’ vote is not secured, the material related party transaction
may be ratified by the vote of the stockholders representing at least two-thirds of the
outstanding capital stock. For aggregate related party transactions within a one year
period that breaches the materiality threshold of 10% of the Group’s total assets
based on the latest audited financial statements, the same board approval would be
required for the transaction(s) that meets and exceeds the materiality threshold
covering the same related party.
2.21 Equity
Capital stock represents the nominal value of the Parent Company’s shares that have
been issued.
Additional paid-in capital includes any premium received on the issuance of capital stock.
Any transaction costs associated with the issuance of shares are deducted from additional
paid-in capital, net of any related income tax effects.
Treasury shares are shares of stock of the Parent Company that were reacquired but not
cancelled. These are carried at acquisition cost and are presented as a deduction from
equity until the shares are cancelled, reissued or disposed. The portion of treasury shares
in the retained earnings is not allowed for dividends declaration.
Revaluation reserves comprise the fair value gains and losses of investment securities at
FVOCI and gains and losses from the remeasurements of retirement benefit obligation.
Retained earnings represent all current and prior period results of operations as reported
in the consolidated statement of comprehensive income and profit or loss, reduced by
the amounts of dividends declared, which should not exceed up to the extent of the cost
of treasury shares.
2.22 Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting
provided to the Group’s strategic steering committee; its chief operating decision-maker.
The strategic steering committee is responsible for allocating resources and assessing
performance of the operating segments.
In identifying its operating segments, management generally follows the Group’s

products and service lines as disclosed in Note 6, which represent the main products and
services provided by the Group.
Each of these operating segments is managed separately as each of these service lines
requires different technologies and other resources as well as marketing approaches. All
inter-segment transfers are carried out at arm's length prices.
- 29 -
The measurement policies the Group uses for segment reporting under PFRS 8, Operating
Segments, are the same as those used in its consolidated financial statements, except that
the following are not included in arriving at the operating profit of the operating
segments:
• post-employment benefit expenses;

• research costs relating to new business activities; and,
• revenue, costs and fair value gains from investment property.
In addition, corporate assets which are not directly attributable to the business activities
of any operating segment are not allocated to a segment.
There have been no changes from prior periods in the measurement methods used to
determine reported segment profit or loss.
2.23 Earnings Per Share (EPS)

Basic and diluted EPS is computed by dividing net profit of the Group by the weighted
average number of common shares issued and outstanding during the reporting period,
adjusted for any subsequent stock dividends declared. Diluted EPS amounts are
calculated by dividing the net profit attributable to the Group (after deducting interest on
the convertible preferred shares, if any) by the weighted average number of common
shares outstanding during the reporting period plus the weighted average number of
common shares that would be issued on the conversion of all the dilutive potential
ordinary shares into ordinary shares.
2.24 Events After the End of Reporting Period

Post year-end events up to the date of when the consolidated financial statements are
authorized for issue that provide additional information about the Group’s position at
the reporting date (adjusting events) are reflected in the consolidated financial
statements. Post year-end events that are not adjusting events are disclosed in the
consolidated financial statements when assessed to be material.
3. SIGNIFICANT ACCOUNTING JUDGMENTS AND ESTIMATES
The preparation of the consolidated financial statements in compliance with PFRS

requires the Group to make judgments and estimates that affect the amounts reported in
the consolidated financial statements and related notes. The judgments, estimates and
assumptions used in the accompanying consolidated financial statements are based upon
management’s evaluation of relevant facts and circumstances as of the date of the
consolidated financial statements. Future events may occur which will cause the
judgments and assumptions used in arriving at the estimates to change. The effects of
any change in judgments and estimates are reflected in the consolidated financial
statements as they become reasonably determinable.
Judgments and estimates 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.
- 30 -
3.1 Critical Management Judgments in Applying Accounting Policies

In the process of applying the Group’s accounting policies, management has made the
following judgments, apart from those involving estimation as discussed in Note 3.2,
which have the most significant effect on the amounts recognized in the consolidated
financial statements.
(a) Determining Existence of a Contract with Customer
In a sale of real estate properties, the Group’s primary document for a contract with
a customer is a signed contract to sell which is executed when the real estate property
sold is completed and ready for use by customer. In rare cases wherein contract
to sell are not executed by both parties, management has determined that the
combination of other signed documentations with the customers such as reservation
agreement, official receipts, computation sheets and invoices, would contain all the
elements to qualify as contract with the customer (i.e., approval of the contract by
the parties, which has commercial substance, identification of each party’s rights
regarding the goods or services and the related payment terms). Moreover, as part of
the evaluation, the Group assesses the probability that the Group will collect the
consideration to which it will be entitled in exchange for the real estate property that
will be transferred to the customer.
In evaluating whether collectability of an amount of consideration is probable, the

Group considers the significance of the customer’s downpayment in relation to the
total contract price [see Note 3.1(c)]. Collectability is also assessed by considering
factors such as past history with the customer and pricing of the property.
Management regularly evaluates the historical cancellations and back-outs if it would
still support its current threshold of customers’ equity before commencing revenue
recognition.
(b) Evaluation of the Timing of Satisfaction of Performance Obligations and Revenue Recognition
(i) Real Estate Sales
The Group sells real estate properties such as house and lots, medium or certain
high-rise condominium units, and parking spaces and recognized revenue thereon at
a point in time (i.e., upon sale of the inventories that are completed and ready for use
and upon reaching collection threshold) or over time. In making this judgment, the
Group considers the following criteria:
 any asset created or enhanced as the Group performs;

 the ability of the customers to control such asset as it is being created or
enhanced;
 the timing of receipt and consumption of benefits by the customer; and;
 the Group’s enforceable right for payment for performance completed to date.
- 31 -
In determining the timing of satisfaction of the Group’s performance obligation and

the revenue recognition, the Group makes judgments that are integral to its
accounting policy. Consistent with the Group’s business model (i.e., low-cost
housing) and marketing strategy, it sells real estate inventories to marginal earner
customer in different regions at prices that are generally lower than the prices offered
by other developers in the industry. The Group also develops and constructs these
real estate properties applying different construction technology that enables it to
build houses and condominium quickly and cost-effectively, ranging from three to six
months for house and lot and medium-rise condominium, and an average of
18 months for high-rise/vertical condominiums. Construction and development
period includes the duration required for land development stage, which also range
from three to six months depending on the size of the project.
Based on the Group’s marketing evaluation, its customers are generally buyers who
are not willing to wait for longer property development and construction period
before they are able to transfer and occupy the property for residential purposes and
who are indifferent whether or not the related common areas and amenities are
complete. Generally, these common areas and amenities are relatively not significant
to the project development and are substantially completed prior to selling activities.
With the combination of these factors, the Group generally offers its real estate
inventories to customer when the house and lot and condominium units are
completed and ready for use by the customer and the related common areas, site
development, and amenities are substantially completed. The Group assessed that at
the time they made the offer to sell the inventories, there is no significant additional
performance obligation that needs to be fulfilled under its contract with customer
and there are no significant costs that the Group will incur relative to the total
development costs of a particular project. On this basis, the customer is
contractually obliged to make payments to the Group of the consideration involved
in the contract for the fully completed performance obligation.
However, in the new selling scheme introduced by the management in 2019 for a
certain project, recognition of revenue from those real estate inventories under the
pre-selling scheme shall be based on the satisfaction of performance of obligation
over time. The newly acquired subsidiary of the Group sells pre-completed real
estates, thus also recognizes revenue over time. The Group measures progress on
the basis of actual costs incurred relative to the total expected costs to complete such
performance obligation. Specifically, the Group estimates the total development
costs with reference to the project development plan and any agreement with
customers. Management regularly monitors its estimates and apply changes as
necessary. A significant change in estimated costs would result in a significant
change in the amount of revenue recognized in the year of change.
The Group also requires a certain percentage of buyer’s payments of total contract
price to be collected as one of the criteria in order to initiate revenue recognition
[see Notes 2.14(a)(i) and 3.1(c)].
- 32 -
(ii) Hotel Operations
The Group determined that its revenue from hotel operations shall be recognized
over time. In making its judgment, the Group considers the timing of receipt and
consumption of benefits provided by the Group to the customers. The Group
provides the services without the need of reperformance of other companies. This
demonstrates that the customers simultaneously receive and consume the benefits of
the Group’s rendering of hotel services as it performs.
(c) Determination of Collection Threshold for Revenue Recognition
The Group uses judgment in evaluating the probability of collection of transaction

price on real estate sales as a criterion for revenue recognition. Management believes
that the revenue recognition criterion on percentage of collection is appropriate
based on the collection history from customers, buyer’s profile and number of
back-out sales in prior years. Reaching this level of collection is an indication of
buyer’s continuing commitment and the probability that economic benefits will flow
to the Group. The Group considers that the initial and continuing investments by
the buyer when reaching the set collection threshold would demonstrate the buyer’s
commitment to pay the total contract price.
(d) Determination of ECL on Trade and Other Receivables and Advances to Related Parties
The Group uses the cumulative loss rate approach to calculate ECL for trade
receivables. This approach considers and includes reasonable approximation
of probable and estimable future losses determined by applying historical gross
charge-off information (arising from cancellations and back-out sales) to
forward-looking qualitative information (i.e., forecast of economic condition). While
there may be an assessed default occurring in these receivables over the term of the
instrument, the amount of required allowance for ECL is minimized since the legal
title related to the unit sold will only be transferred once the contract receivable has
been paid in full, and the Group has the right to recover the real estate properties
covered by the contract with customer through repossession, and to resell the asset
at an amount sufficient to cover the unpaid outstanding obligations.
On the other hand, additional ECL may be calculated for certain pool of trade
receivables specifically determined to have expected cash shortfall based on
outstanding exposures. These generally arise from receivables which were
charged-off at an earlier term of the instrument since origination period.
In relation to advances to related parties, the maximum period over which ECL
should be measured is the longest contractual period where an entity is exposed to
credit risk. In the case of these receivables from related parties, which are repayable
on demand, the contractual period is the very short period needed to transfer the
cash once demanded. Management determines possible impairment based on the
sufficiency of the related parties’ highly liquid assets in order to repay the Group’s
receivables if demanded at the reporting date taking into consideration the historical
defaults of the related parties. If the Group cannot immediately collect its
receivables, management considers the expected manner of recovery to measure
ECL. If the recovery strategies indicate that the outstanding balance of receivables
can be collected, the ECL is limited to the effect of discounting the amount due over
the period until cash is realized.
- 33 -
Based on the relevant facts and circumstances affecting the quality of certain
advances to related parties at the reporting date, management recognized credit
losses in 2019 and 2018 (see Notes 4.1 and 27).
(e) Fair Value Measurement for Financial Instruments
Management applies valuation techniques to determine the fair value of financial

instruments where active market quotes are not available. This requires management
to develop estimates and assumptions based on market inputs, using observable data
that market participants would use in pricing the instrument. Where such data is not
observable, management uses its best estimate. Estimated fair values of financial
instruments may vary from the actual prices that would be achieved in an arm’s
length transaction at the end of the reporting period.
The carrying value of the Group’s financial assets at FVOCI and the fair value gains
and losses recognized on these securities are disclosed in Note 10.
(g) Distinguishing Between Business Combination and Asset Acquisition
The Parent Company determines whether an acquisition of an entity constitutes a

business combination or an asset acquisition. The accounting treatment for the
acquisition is determined by assessing whether the transaction involved a purchase of
a business taking into consideration the substance of the transaction. The Parent
Company evaluates whether an acquired entity is capable of being conducted and
managed as a business by assessing the integrated set of activities and assets based on
at least two essential elements – inputs and processes applied to those inputs, which
together are or will be used to create outputs. Otherwise, the transaction is
accounted for as an asset acquisition. Failure to make the right judgment will result
in misstatement of assets and other accounts that could have been affected by the
transaction.
Management assessed that the acquisition of the Genvi’s outstanding shares in 2019
is accounted for as a business acquisition in accordance with PFRS 3.
(h) Distinction Among Real Estate Inventories, Investment Properties and Owner-occupied Properties
In determining the classification of assets as to real estate inventories, investment

properties or owner-occupied properties, the Group considers management’s
intention in acquiring or developing the asset and the asset’s current use.
Residential and condominium units comprise properties that are held for sale in the
ordinary course of business. With respect to other rest estate properties, the Group
classifies an asset as investment property when the property is not occupied
substantially for use by, or in operations of the Group, but are held primarily to earn
rental income and capital appreciation. On the other hand, owner-occupied
properties are those that generate cash flows that are attributable not only to the
property but also to the other assets used in the production or supply process.
- 34 -
Some properties comprise a portion that is held to earn rentals or for capital
appreciation and another portion that is held for use in the production or supply of
goods or services or for administrative purposes. If these portions cannot be sold
separately, the property is accounted for as an investment property, only if an
insignificant portion is held for use in the production or supply of goods or services
or for administrative purposes. Judgment is applied in determining whether ancillary
services are so significant that a property does not qualify as an investment property.
The Group considers each property separately in making its judgment.
(i) Distinguishing Preferred Shares Held in Club Shares as Financial Instrument, Inventories or
Intangible Asset
In determining whether preferred shares held in investee entities operating as a club

and resorts shall be accounted for as either financial instruments or inventories, the
Group considers its role in the development of the club or resorts and its intent for
holding the securities acquired. The Group classifies such shares as inventories when
it acts as the developer of the property and intends to sell a developed property
together with the shares. If these criteria were not met, the securities are classified as
financial asset, or an intangible asset when the shares only provides membership
rights on the developed properties rather than proprietary interest.
(j) Distinction Between Operating and Finance Leases for Contracts where the Group is the Lessor
The Group has entered into a lease agreement for certain office and parking spaces.
Critical judgment was exercised by management to distinguish the lease agreement
as either an operating or a finance lease by looking at the transfer or retention of
significant risk and rewards of ownership of the property covered by the
agreement. Failure to make the right judgment will result in either overstatement or
understatement of assets and liabilities.
(f) Evaluation of Business Model of the Financial Assets
The significant sale of the Group’s CTS receivables were deemed by management
as a temporary means of meeting its major maturing obligations (see Notes 16
and 17) and as such its model remains to be held to collect both principal and
interest as at December 31, 2019.
(k) Recognition of Provisions and Contingencies
Judgment is exercised by management to distinguish between provisions and

contingencies. Policies on recognition of provisions and contingencies are discussed
in Note 2.13 and disclosures on relevant provisions and contingencies are presented
in Note 28.
3.2 Key Sources of Estimation Uncertainty

The following are the key assumptions concerning the future, and other key sources of
estimation uncertainty at the end of the reporting period, that have a significant risk of
causing a material adjustment to the carrying amounts of assets and liabilities within the
next reporting period.
- 35 -
(a) Estimation of Allowance for ECL
The measurement of the allowance for ECL on financial assets at amortized cost is
an area that requires the use of significant assumptions about the future economic
conditions and credit behavior (e.g., likelihood of customers defaulting and the
resulting losses). Management also applies judgement in the estimation of the
contractual cash flows due from counterparties that the Group would expect to
receive from the realization of any credit enhancements, including the discounting
factor for recoveries beyond one year. Explanation of the inputs, assumptions and
estimation used in measuring ECL is further detailed in Note 4.1.
(b) Estimating NRV of Inventories
The Group adjusts the cost of its inventories to NRV based on its assessment of the
recoverability of the inventories.
NRV for inventories, including land held for future development, is assessed with
reference to market conditions and prices existing at the reporting date and is
determined by the Group having taken suitable external advice and in light of recent
market transactions.
NRV in respect of inventories and improvements under construction is assessed with

reference to market prices at the reporting date for similar completed property, less
estimated costs to complete construction less an estimate of the time value of money
to the date of completion. The estimates used take into consideration fluctuations of
price or cost directly relating to events occurring after the end of the period to the
extent that such events confirm conditions existing at the end of the period.
The Group did not recognize any write-down on its inventories in 2019, 2018, and
2017. The carrying values of the Group’s inventories are disclosed in Note 9.
(c) Impairment of Non-financial Assets
In assessing impairment of non-financial assets, management estimates the

recoverable amount of each asset or a cash-generating unit based on expected future
cash flows and uses an interest rate to calculate the present value of those cash flows.
Estimation uncertainty relates to assumptions about future operating results and the
determination of a suitable discount rate (see Note 2.17). Though management
believes that the assumptions used in the estimation of fair values reflected in the
financial statements are appropriate and reasonable, significant changes in those
assumptions may materially affect the assessment of recoverable values and any
resulting impairment loss could have a material adverse effect on the results of
operations.
The carrying values of the non-financial assets, particularly property and equipment,
investment properties and goodwill, and any related allowance for any impairment
losses are disclosed in Notes 11, 12 and 13, respectively.
- 36 -
(d) Determination of Estimated Useful Life of Property and Equipment and Investment Properties
The Group determines the estimated useful life of its property and equipment, and
investment properties based on the period over which the assets are expected to be
available for use. The Group reviews periodically the estimated useful life based on
factors that include asset utilization, internal technical evaluation, environmental and
anticipated use of the assets tempered by related industry benchmark information. It
is possible that future results of operations could be materially affected by changes in
these estimates brought about by changes in the factors mentioned. A reduction in
the estimated useful lives of property and equipment, and investment would increase
depreciation and amortization expense and decrease non-current assets in the
succeeding reporting periods.
The estimated useful life of the Group’s property and equipment, and investment
properties are disclosed in Notes 2.7 and 2.8, respectively. This carrying values of are
disclosed in Notes 11 and 12, respectively.
(e) Estimation of Post-employment Benefit Obligation
The cost of defined benefit pension plans as well as the present value of the defined
benefit obligation is determined using actuarial valuations. The actuarial valuation
involves making various assumptions. These include the determination of the
discount rates, future salary increases, mortality rates and future pension increases.
Due to the complexity of the valuation, the underlying assumptions and its long-term
nature, defined benefit obligations are highly sensitive to changes in these
assumptions. In determining the appropriate discount rate, management considers
the interest rates of government bonds that are denominated in the currency in
which the benefits will be paid, with extrapolated maturities corresponding to the
expected duration of the defined benefit obligation. The mortality rate is based on
publicly available mortality tables for the specific country and is modified accordingly
with estimates of mortality improvements.
Future salary increases and pension increases are based on expected future inflation
rates for the country. All assumptions are reviewed at each reporting date.
The carrying value of the post-employment benefit obligation, as well as the other
details of the defined benefit pension plans, and the assumptions used in the
valuation as at December 31, 2019 and 2018, are disclosed in Note 24.
(f) Determination of Realizable Amount of Deferred Tax Assets
The Group reviews the carrying amounts of deferred tax assets at each reporting date
and reduces the amounts 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. Significant judgment is required to determine the amount of deferred tax
assets that can be recognized based upon the likely timing and level of future taxable
income together with future tax planning strategies.
The Group assessed its projected performance in determining the sufficiency of the
future taxable income to support the recognition of deferred tax assets. Refer to
Note 26 for the information on the Group’s recognized and unrecognized deferred
tax assets.
- 37 -
(g) Fair Value Measurement for Investment Properties
The Group’s investment properties composed of land, building and improvements

are measured using the cost model. In determining the fair value of these assets for
disclosure purposes, the Group engages the services of professional and an
independent appraiser applying the relevant valuation methodologies as discussed in
Note 5.
For investment properties with appraisal conducted prior to the end of the current
reporting period, management determines whether there are significant
circumstances during the intervening period that may require adjustments or changes
in the disclosure of fair value of those properties. A significant change in key inputs
and sources of information used in the determination of the fair value disclosed for
those assets may result in adjustment in the carrying amount of the assets reported in
the consolidated financial statements if their fair value will indicate evidence of
impairment.
4. FINANCIAL RISK MANAGEMENT AND OBJECTIVES
The Group has various financial assets and financial liabilities such as cash in banks,
trade and other receivables, investment securities at FVOCI, trade and other payables,
loans payable, bonds payable and due to and from related parties which arise directly
from its operations. Thus, exposure to credit, market and liquidity risks arise in the
normal course of the Group’s business activities.
The main objectives of the Group’s financial risk management are as follows:
 to identify and monitor such risks on an ongoing basis;

 to minimize and mitigate such risks; and,
 to provide a degree of certainty about costs.
The Parent Company’s BOD reviews and approves the policies for managing each of
these risks and they are summarized in the succeeding pages.
4.1 Credit Risk

Credit risk is the risk of financial loss to the Group if the counterparty to a financial
instrument fails to meet its contractual obligation. To manage credit risk, the Group
maintains credit policies and monitors its exposure to credit risk on a continuous basis.
Trade receivables balances are being monitored on a regular basis to ensure timely
execution of necessary collection intervention efforts. In addition, the credit risk for
trade receivables is mitigated as the Group has only transferred the corresponding title of
the subdivision lots, house and lot units, condominium units and parking spaces upon
full payment of the contract price.
- 38 -
(a) Maximum exposure to credit risk
The Group’s maximum exposure to credit risk is equal to the carrying value of its
financial assets as discussed below.
(i) Cash and Cash Equivalents
The credit risk for cash equivalents is considered negligible. As part of Group
policy, bank deposits are only maintained with reputable financial institutions
with low credit risk based on externally available risk rating or from the
Group’s internal credit grading that takes into consideration its banking
relationship and activities with its depository banks. Cash in banks are insured
by the Philippine Deposit Insurance Corporation up to a maximum coverage
of P0.5 million per depositor per banking institution, as provided for under
RA No. 9576, Amendment to Charter of Philippine Deposit Insurance Corporation.
(ii) Trade Receivables
Trade receivables from the sale of real estate inventories, including finance
lease receivables, as of December 31, 2019 and 2018 are fully secured by
collateral (the subdivision lots, house and lots, medium-rise and high-rise
condominium units, and parking spaces).
The Group uses cumulative credit loss rate approach to calculate ECL for trade
receivables. This approach is based on historical analysis of the Group’s trade
receivables portfolio, which calculates the receivables’ loss experience over a
reasonable observation period and apply such information to project what the
portfolio will look like going forward. The model is done by dividing each
period’s net charge-offs arising from contract cancellations and back-out sales
by the original principal balance at the origination period of the receivables.
The loss experience of these original balances is tracked annually and summed
over the life of the contract, leaving a cumulative loss rate based on historic
averages.
The management determined that there is no required additional ECL to be

recognized on the Group’s trade and lease receivables as it is secured to the
extent of the fair value of the real properties sold since the title to the real estate
properties remains with the Group until the receivables are fully collected.
Therefore, there is no expected loss given default as the recoverable amount
from subsequent resale of the real estate is sufficient.
However, certain trade receivables are specifically identified by the management

as credit-impaired. As such, adequate allowance for ECL are recognized on
these receivables. In 2019, management assessed that a portion of the Group’s
trade receivables was deemed collectible. Accordingly, reversals of allowance
for probable loss amounting to P87.8 million was recorded in 2019 (see Note 8).
- 39 -
The estimated fair value of collateral and other security enhancements held
against trade receivables are presented below.
2019 2018
Real estate sales receivables P25,590,872,801 P19,804,812,925

Contract assets 93,717,740 -
Finance lease receivables 543,255,385 469,094,400
P26,227,845,926 P20,273,907,325
(iii) Advances to Related Parties
ECL for advances to related parties are measured and recognized using the
liquidity approach. Management determines possible impairment based on the
counterparties’ ability to repay the receivables upon demand at the reporting
date taking into consideration the historical defaults from the counterparties.
Management assessed that portion of the outstanding receivables from certain
related parties as of December 31, 2019 and 2018 which are not fully
recoverable since these related parties do not have enough capacity to pay
the advances upon demand. Accordingly, credit losses amounting to
P8.2 million and P21.9 million were recognized in 2019 and 2018, respectively.
Impairment losses in 2019 and 2018 are presented as part of Expected credit
and impairment losses under Operating Expenses in the 2019 and 2018
consolidated statements of profit or loss, respectively (see Note 21).
The Group does not consider any significant risks in the remaining advances
to related parties since the Group, whose credit risks for liquid funds are
considered negligible, have committed to financially support these related
parties as part of the its long-term corporate strategy.
(iv) Other Receivables and Lease Deposits
The Group applied simplified approach in determining the ECL of certain

other receivables. This approach uses a provision matrix to collectively assess
other receivables based on shared credit risk characteristics of the financial
assets, grouped based on days past due with loss rate determined from a range
of 10% to 100%. In 2018, management assessed that a portion of the
Group’s other receivables was deemed collectible, however, certain receivables
were identified as impaired in 2019. Accordingly, additional impairment and
reversals of allowance for probable loss amounting toP104.1 million and
P48.4 million was recorded in 2019 and 2018, respectively.
Lease deposits, which pertain to the deposits from rental and electrical
facilities, are monitored by the Group and involves creditworthy
counterparties and with no historical default experience.
- 40 -
Moreover, other receivables pertains to loans extended to employees and

other reputable third parties which are settled through salary deduction and
installment basis on a short-to-medium term. Thus, the credit risk is
considered negligible under the circumstances.
(b) Credit risk concentration
Concentrations arise when a number of counterparties are engaged in similar

business activities, or activities in the same geographic region, or have similar
economic features that would cause their ability to meet contractual obligations
to be similarly affected by changes in economic, political or other conditions.
Concentrations indicate the relative sensitivity of the Group’s performance to
developments affecting a particular industry or geographic location. In order to
avoid excessive concentrations of risk, the Group’s policies and procedures include
specific guidelines to focus on maintaining a diversified portfolio. Identified
concentrations of credit risks are controlled and managed accordingly.
An analysis of concentration of credit risk by location of the Group’s installment

contract receivables (ICRs) and finance lease receivables, net of allowance for
impairment, is shown below.
2019 2018
Metro Manila P 8,612,771,790 P 5,000,370,415

Iloilo 2,701,991,404 2,992,088,151
Davao 2,483,078,191 3,879,712,364
Cebu 1,837,181,201 2,972,716,905
Cavite 1,308,549,402 1,657,355,222
Pampanga 1,153,641,647 1,322,512,769
P 18,097,213,635 P 17,824,755,826
(c) Credit quality
Generally, the Group classifies cash in banks and short-term placements as high
grade as these are deposited with reputable banks.
Due from related parties and other financial assets are considered to be unrated.
For trade receivables, standard grade pertains to receivables with no default in
payments.
The tables below show the credit quality per class of financial assets, gross of
allowance, as of December 31, 2019 and 2018:
December 31, 2019
Neither past due nor impaired Past due but Credit-
High grade Standard grade not impaired impaired Total
Cash in banks and short-term

placements P 831,366,055 P - P - P - P 831,366,055
Trade and other receivables
Installment contract receivables - 18,880,387,060 533,584,783 109,478,263 19,523,450,106
Finance lease receivables - 553,988,415 - - 553,988,415
Retention receivables - 1,136,958,319 - 13,243,509 1,150,201,828
Other receivables - 149,758,925 - 149,161,687 298,920,612
Due from related parties - 1,230,669,970 - 72,596,422 1,303,266,392
Deposits* - 157,649,231 - 2,511,974 160,161,205
P 832,366,055 P 22,109,411,920 P 533,584,783 P 346,991,855 P23,822,354,613

- 41 -
December 31, 2018

Neither past due nor impaired Past due but Credit-
High grade Standard grade not impaired impaired Total
Cash in banks and short term

placements P 2,132,579,584 P - P - P - P 2,132,579,584
Trade and other receivables
Installment contract receivables - 16,734,460,056 622,224,867 197,243,194 17,553,928,117
Finance lease receivables - 468,070,903 - - 468,070,903
Retention receivables - 1,023,816,176 - 13,243,509 1,037,059,685
Other receivables - 796,605,102 - 45,001,395 841,606,497
Due from related parties - 943,294,414 - 64,362,307 1,007,656,721
Deposits* - 152,402,549 - 2,511,974 154,914,523
P 2,132,579,584 P 20,118,649,200 P 622,224,867 P 322,362,379 P23,195,816,030
* Included in Other Non-current Assets in the consolidated statements of financial position.
High grade financial assets pertain to accounts with a very low probability of
default as demonstrated by the counterparty’s long history of stability, profitability
and diversity.
Standard grade financial assets pertain to accounts where counterparties are

expected to be able to adjust to their financial conditions. Any prolonged adverse
economic conditions would however create profitability and liquidity issues. The
counterparty may have a history of default in interest but must have regularized its
records to date.
Credit-impaired receivables represent receivables with specific allowance for

impairment.
4.2 Liquidity Risk

The Group manages its liquidity needs by carefully monitoring scheduled debt servicing
payments for long-term financial liabilities as well as cash outflows due in a day-to-day
business. Liquidity needs are monitored in various time bands, on a day-to-day and
week-to-week basis, as well as on the basis of a rolling 30-day projection. Long-term
liquidity needs for a six-month and one-year period are identified monthly.
The Group maintains cash to meet its liquidity requirements for up to 60-day periods.
Excess cash are invested in time deposits, mutual funds or short-term marketable
securities. Funding for long-term liquidity needs is additionally secured by an adequate
amount of committed credit facilities and the ability to sell long-term financial assets.As
at December 31, 2019 and 2018, the Group’s financial liabilities have contractual
maturities which are presented below.
2019
More than More than
1 month to 6 months to
On demand Up to 1 month 6 months 12 months Beyond 1 year Total
Trade and other payables

Trade and accounts
payables P 2,552,798,595 P - P - P - P - P 2,552,798,595
Retention payable - - - 461,554,626 191,006,930 652,561,556
Construction bonds - - - 77,830,455 - 77,830,455
Accrued expenses - - - 2,277,975,894 - 2,277,975,894
Due to related parties - - 83,767,452 - 83,767,452
Loans payable - 832,485,408 6,840,530,858 4,457,104,578 6,350,445,669 18,480,566,513
Bonds payable - - 268,425,351 8,685,526,303 706,098,786 9,660,050,440
P 2,552,798,595 P 832,485,408 P 7,108,956,209 P16,043,759,308 P7,247,551,385 P33,785,550,905

- 42 -
2018
More than More than
1 month to 6 months to
On demand Up to 1 month 6 months 12 months Beyond 1 year Total
Trade and other payables

Trade and accounts
payables P 2,391,507,096 P - P - P - P - P 2,391,507,096
Retention payable - - - 365,376,921 186,735,939 552,112,860
Construction bonds - - - 64,252,002 - 64,252,002
Accrued expenses - - - 1,912,505,106 - 1,912,505,106
Due to related parties 56,974,725 - - - - 56,974,725
Loans payable - 583,300,707 2,920,382,127 4,334,190,425 7,870,702,180 15,708,575,439
Bonds payable - 139,968,152 - 419,904,455 9,671,561,389 10,231,433,996
P 2,448,481,821 P 723,268,859 P 2,920,382,127 P 7,096,228,909 P 17,728,999,508 P30,917,361,224
4.3 Market Risk

Market risk is the risk of loss to future earnings, to fair value or future cash flows of a
financial instrument as a result of changes in its price, in turn caused by changes in
interest rates, foreign currency exchange rates, equity prices and other market factors.
As of December 31, 2019 and 2018, the Group has no financial instruments that are
exposed to significant interest rate risk and foreign currency risk. However, the Group’s
investment securities measured at FVOCI as exposed to price risks. The Group manages
exposures to price risk by monitoring the changes in the market price of the investments
and at some extent, diversifying the investment portfolio in accordance with the limit set
by management.
4.4 Offsetting of Financial Instruments

The following tables show the details of recognized financial instruments of the Group
subject to offsetting, enforceable master netting arrangements or similar agreements, and
the effect of other rights of offset but do not meet the offsetting criteria under PAS 32:
2019
Effect of remaining rights of
set off (including rights to set
Gross amounts Net amount off financial collateral) that do
offset in presented in not meet PAS 32
Gross carrying accordance statements of offsetting criteria
amounts with the financial Fair value of
Financial instruments (before offsetting position Financial financial
recognized at end offsetting) criteria [a-b] instruments collateral [c-d-e]
of year by type [a] [b] [c] [d] (e) [f]
Financial assets –
Due from related parties P 1,230,669,970 P - P 1,230,669,970 P - P - P 1,230,669,970
Financial liabilities:
Loans payable
Short-term loans P11,828,160,185 P - P11,828,160,185 P - P 114,808,728 P 11,713,351,457
Long-term loans 5,756,697,041 - 5,756,697,041 - 568,998,257 5,187,698,784
Due to related parties 83,767,452 - 83,767,452 - - 83,767,452
P17,668,624,678 P - P17,668,624,678 P - P 683,806,985 P 16,984,817,693

- 43 -
2018
Effect of remaining rights of
set off (including rights to set
Gross amounts Net amount off financial collateral) that do
offset in presented in not meet PAS 32
Gross carrying accordance statements of offsetting criteria
amounts with the financial Fair value of
Financial instruments (before offsetting position Financial financial
recognized at end offsetting) criteria [a-b] instruments collateral [c-d-e]
of year by type [a] [b] [c] [d] (e) [f]
Financial assets –
Due from related parties P 1,299,571,196 P 291,914,475 P 1,007,656,721 P - P - P 1,007,656,721
Financial liabilities:
Loans payable
Short-term loans P 7,242,845,485 P - P 7,242,845,485 P 548,643,475 P - P 6,694,202,010
Long-term loans 7,763,234,753 - 7,764,234,753 1,345,655,036 286,919,369 6,130,660,348
Due to related parties 348,889,200 291,914,475 56,974,725 - - 56,974,725
P 15,354,969,438 P 291,914,475 P 15,064,054,963 P 1,894,298,511 P 286,919,369 P 12,881,837,083
5. FAIR VALUE MEASUREMENT AND DISCLOSURE
5.1 Fair Value Measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability
in an orderly transaction between market participants under current market conditions
(i.e., an exit price) at the measurement date. The fair value measurement is based on the
presumption that the transaction to sell the asset or transfer the liability takes place
either:
 in the principal market for the asset or liability, or,

 in the absence of a principal market, in the most advantageous market for the asset
or liability.
The principal or the most advantageous market must be accessible by the Group.
The fair value of an asset or a liability is measured using the assumptions that market
participants would use when pricing the asset or liability, assuming that market
participants act in their economic best interest.
5.2 Fair Value Hierarchy

In accordance with PFRS 13, Fair Value Measurement, the fair value of financial assets and
financial liabilities and non-financial assets which are measured at fair value on a
recurring or non-recurring basis and those assets and liabilities not measured at fair value
but for which fair value is disclosed in accordance with other relevant PFRS, are
categorized into three levels based on the significance of inputs used to measure the fair
value. The fair value hierarchy has the following levels:
 Level 1: quoted prices (unadjusted) in active markets for identical assets or financial
liabilities that an entity can access at the measurement date;
 Level 2: inputs other than quoted prices included within Level 1 that are observable
for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from
prices); and,
 Level 3: inputs for the asset or liability that are not based on observable market data
(unobservable inputs).
- 44 -
The level within which an asset or liability is classified is determined based on the lowest
level of significant input to the fair value measurement.
For purposes of determining the market value at Level 1, a market is regarded as active if
quoted prices are readily and regularly available from an exchange, dealer, broker,
industry group, pricing service, or regulatory agency, and those prices represent actual
and regularly occurring market transactions on an arm’s length basis.
For investments which do not have quoted market price, the fair value is determined by
using generally acceptable pricing models and valuation techniques or by reference to the
current market of another instrument which is substantially the same after taking into
account the related credit risk of counterparties, or is calculated based on the expected
cash flows of the underlying net asset base of the instrument.
When the Group uses valuation technique, it maximizes the use of observable market
data where it is available and relies as little as possible on entity specific estimates. If all
significant inputs required to determine the fair value of an instrument are observable,
the instrument is included in Level 2. Otherwise, it is included in Level 3.
Except for investment securities at FVOCI, all other financial assets of the Group are
measured at amortized cost as of December 31, 2019 and 2018.
Management has determined that the carrying values of the Group’s financial
instruments carried at amortized cost approximate or equal their fair values except,
non-current portion of the ICRs and bonds payable. Accordingly, those are no longer
presented in the analysis below.
Except for cash in banks and bonds payable, for which fair value is classified as Level 1,
the fair value of other financial instruments and investment properties where fair value is
required to be disclosed are classified as Level 3 in the hierarchy.
The table below presents the assets and liabilities for which fair value is required to be
disclosed, by valuation method as of December 31, 2019 and 2018.
2019
Carrying Fair Value
Amount Level 1 Level 2 Level 3 Total
Financial assets :
Installment contract
receivable P 19,523,450,106 P - P - P 18,880,387,060 P18,880,387,060
Investment securities
through FVOCI 1,212,863,555 - - 1,212,863,555 1,212,863,555
Non-financial assets –
Investment properties 313,096,011 - - 1,016,662,000 1,016,662,000
Financial liabilities –
Bonds payable 8,976,134,740 9,098,834,759 - - 9,098,834,759
2018
Carrying Fair Value
Financial asset –
receivable P 17,553,928,117 P - P - P 16,132,904,301 P16,132,904,301
Investment securities
through FVOCI 1,349,484,111 - - 1,349,484,111 1,349,484,111
- 45 -
2018
Carrying Fair Value
Non-financial assets –
Investment properties P 183,805,148 P - P - P 1,018,080,000 P 1,018,080,000
Financial liabilities –
Bonds payable 8,951,507,702 8,789,367,339 - - 8,789,367,339
There were no transfers between Levels 2 and 3 in 2019 and 2018.
5.3 Methods and Assumptions Used

The methods and assumptions used by the Group in estimating the fair value of the
assets and liabilities are described below and in the succeeding page.
(a) Financial Instruments
(i) Cash and cash equivalents, and other receivables
The estimated fair value of fixed interest-bearing deposits is based on discounted

cash flows using prevailing money market interest rates for debts with similar credit
risk and remaining maturity, which for short-term deposits approximate the nominal
value.
(ii) Installment contract and lease receivables
Installment contract and lease receivables are net of allowance for credit losses. The
estimated fair value these receivables represents the discounted amount of estimated
future cash flows, including principal amount outstanding and interest expected to be
received. Expected cash flows are discounted at current market rates to determine
fair value.
(iii) Retention receivables
Fair values are estimated using the discounted cash flow methodology using the
prevailing market rates for similar types of instrument, which due to their short-term
duration, their carrying amount approximates fair value.
(iv) Investment securities at FVOCI
In 2018, the fair value of these securities were determined based on the valuation
method internally developed by management (i.e., market comparable approach)
using inputs from recent transacted price of the securities with market participants
with whom the Group can enter into a sale transaction, which generally is the most
advantageous market.
As the Group’s FVOCI securities are substantially not traded in an active market, the
valuation input (i.e., observable price from recent transactions) was adjusted as
appropriate using an estimated haircut rate to consider factors affecting the price
such as the volume and level of selling activities and the unpredictability of the price
that may change based on the behavior of such market participants. The comparable
price used in the fair value measurement as of December 31, 2018 ranges from
P36,000 to P80,000. Increase or decrease in the comparable price would result in
higher or lower fair values, all else equal.
- 46 -
In 2019, there were no recent sales transactions over the Group’s FVOCI
securities. Accordingly, the Group has used the discounted cash flow method to
determine the fair value of the FVOCI securities. The most significant inputs used in
the valuation include the occupancy rate, discount rate, and the terminal growth rate.
Under this approach, the higher occupancy and terminal growth rates, and lower
discount rate used in the valuation will result in higher fair value of the FVOCI
securities.
Management believes that these valuation approaches provides a reasonable

approximation of the fair value of the securities based on the circumstances affecting
the securities at the end of the reporting date.
A reconciliation of the carrying amounts of Level 3 equity securities at the beginning

and end of 2019 and 2018 is shown in Note 10.2.
(v) Due from and to related parties
The carrying amounts of due from and to related parties, which are short-term in
nature and payable on demand, approximate their fair values.
(vi) Noninterest-bearing refundable security deposits
The estimated fair value of security deposits represent the discounted amount of
estimated future cash flows expected to be received from the instruments. Expected
cash flows are discounted at current market rates to determine fair value.
(vii) Trade and other payables
The carrying amounts of all trade and other payables approximate fair value as these
liabilities are short-term in nature.
(viii) Retention payable
The carrying amount of retention payable approximates fair value.
(ix) Loans payable
The fair value is calculated based on the discounted cash flows method using the
current market rate. As these instruments bear interest that are equal to or
approximates the market rates, management determined that the effect of
discounting for those long-term payable are not significant. However, conditions or
events may exist, which might result to a significant change in the current market
rate. Nevertheless, the Group assessed that these changes would have an immaterial
impact in the consolidated financial statements.
(x) Bonds payable
The fair value of bonds payable is estimated by reference to quoted bid price in
active market (i.e., bond exchange) at the end of the reporting period and are
categorized within Level 1.
- 47 -
(b) Investment Properties
Fair values are determined based on recent sales of similar properties in the same
areas as the investment properties and taking into account the economic conditions
prevailing at the time the valuations were made and comparability of similar
properties sold with the property being valued.
The Group engages the services of professional and independent appraiser that uses
the market data approach in the valuation of its investment properties. Significant
increases (decreases) in price per square meter and size of investment properties
would result in a significantly higher (lower) fair value of the property. Significant
increases (decreases) in discount would significantly lower (higher) fair value of the
property. The description of each significant unobservable input used in the
valuation of the investment properties are as follows:
Size Size of lot in terms of area. Evaluate if the lot size of property or
comparable comforts to the average cut of the lots in the area and
estimate the impact of the lot size differences on land value.
Shape Particular form or configuration of the lot. A highly irregular

shape limits the usable area whereas an ideal lot configuration
maximizes the usable area of the lot which is associated in
designing an improvement which conforms with the highest and
best use of the property.
Location Location of comparative properties whether on a main road, or

secondary road. Road width could also be a consideration if data
is available. As a rule, properties located along a main road are
superior to properties located along a secondary road.
Time element An adjustment for market conditions is made if general property

values have appreciated or depreciated since the transaction dates
due to inflation or deflation or a change in investor’s perceptions
of the market over time. In which case, the current data is
superior to historic data.
Discount Generally, asking prices in advertisements posted for sale are

negotiable. Discount is the amount the seller or developer is
willing to deduct from the posted selling price if the transaction
will be in cash or equivalent.
- 48 -
6. SEGMENT INFORMATION
For management’s 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 four reportable operating segments as follows:
(a) Low-cost Mass Housing
This segment pertains to the housing market segment of the Group. It caters to
the development and sale of residential lots and units.
(b) Medium-rise Condominium
This segment pertains to the medium-rise condominium segment of the Group. It

caters to the development and sale of condominium units of up to four storeys,
and sale of parking spaces in the condominium.
(c) High-rise Condominium
This segment pertains to the high-rise condominium segment of the Group. It

caters to the development and sale of condominium units with more than four
storeys, and sale of parking spaces in the condominium.
(d) Others
(i) Sale of Developed Subdivision Lots
This pertains to the development and sale of lots by Genvi, a newly acquired
subsidiary of the Group in 2019.
(ii) Hotel Operations
Presented as part of others in the segment report, income earned from hotel
operations in Boracay which is being operated by 8990 LRC; it started
operations in October 2018. Income earned is presented as Hotel Operations
under Revenues in the 2019 and 2018 consolidated statements of profit or loss
(see Note 19).
(iii) Lease of Properties
This pertains to the Group’s leasing activities in respect of its investment

property. Revenue earned from these activities are presented as Rental income
in the consolidated statements of profit or loss.
Also presented as part of others in the segment report is the income pertaining to
incidental revenues from unsold timeshares of the Group in the vacation hotel,
Azalea Baguio Residences. Income earned is presented as part of Miscellaneous
under Other Operating Income in the consolidated statements of profit or loss
(see Note 10).
- 49 -
The Group has only one geographical business segment as all the assets and liabilities are
located in the Philippines. The Group derives all of its revenues from domestic
operations. Thus, geographical business segment information is not presented. No
operating segments have been aggregated to form the above operating business
segments.
Management monitors the operating results of its operating segments separately

for the purpose of making decisions about resource allocation and performance
assessment. Segment performance is evaluated based on segment operating income or
loss. The presentation and classification of segment revenues and expenses are
consistent with the consolidated statements of profit or loss. This segment information
is presented monthly to the Parent Company’s BOD who is the Chief Operating
Decision Maker.
Finance income consists of interest earned from ICRs and deposits in banks.
The amount of segment assets and liabilities are based on the measurement principles
that are similar with those used in measuring the assets and liabilities in the consolidated
statements of financial position which is in accordance with PFRS.
Capital expenditures represent acquisitions of property and equipment, and investment

properties.
The Group has no significant customer, which contributes 10% or more of their
segment revenue.
- 50 -
The financial information about the operations of the business segments is summarized below.
Adjustments
Low-cost Medium-rise High-rise and
Mass Housing Condominium Condominium Others Total Segment Eliminations Consolidated
2019:
Revenues P 3,792,543,342 P 2,387,350,872 P 8,273,453,090 P 898,255,863 P 15,351,602,907 (P 75,097,749 ) P 15,276,505,158

Costs 2,020,500,041 1,142,086,649 2,932,690,125 1,272,808,833 6,576,024,870 434,736,465 7,010,761,335
Gross income 1,772,043,300 1,245,264,223 5,340,762,965 417,507,809 8,775,578,038 ( 509,834,214 ) 8,265,743,823
Operating expenses 913,688,109 587,764,446 845,795,108 197,487,354 2,544,735,017 ( 70,408,837 ) 2,474,326,180
Net operating income (loss) 858,354,932 657,499,777 4,494,967,857 220,020,455 6,230,843,020 ( 439,425,377 ) 5,791,417,643
Finance costs 945,597,662 687,642,596 475,392,068 20,207,258 2,128,839,584 ( 507,102,567 ) 1,621,737,017
Interest income 870,535,248 427,428,053 397,995,146 28,651,281 1,724,609,728 ( 507,102,567 ) 1,217,507,161
Other income 696,409,514 479,959,582 1,306,503,715 57,847,089 2,540,719,900 ( 2,068,557,837 ) 472,162,063
Income before income tax 1,479,702,032 877,244,816 5,724,074,649 286,311,567 8,367,333,064 ( 2,507,983,214 ) 5,859,349,850
Income tax expense (income) 107,786,753 47,227,268 12,121,290 113,694,505 280,829,816 - 280,829,816
Net income P 1,371,915,280 P 830,017,547 P 5,711,953,359 P 172,617,062 P 8,086,503,249 ( P 2,507,983,214 ) P 5,578,520,034
Non-cash items
Depreciation and amortization P 59,071,969 P 44,962,310 P 4,225,705 P 2,079,283 P 110,338,448 P - P 110,338,448
Allowance for (recovery from)
credit and impairment losses P 61,015,0564 P 50,350,085 P 715,490 P 313,267 P 112,394,407 P P 112,394,407
2018:
Revenues P 5,525,764,601 P 2,730,480,016 P 3,421,624,666 P 68,005,078 P 11,745,874,361 P - P 11,745,874,361

Costs 2,585,974,482 1,085,120,332 1,592,774,417 18,110,773 5,281,980,004 - 5,281,980,004
Gross income 2,939,790,119 1,645,359,684 1,828,850,249 49,984,305 6,463,894,357 - 6,463,894,357
Operating expenses 900,102,668 656,223,106 403,272,980 11,365,248 1,970,964,002 14,660,273 1,985,624,275
Net operating income (loss) 2,039,687,451 989,136,578 1,425,577,269 38,529,057 4,492,930,355 ( 14,660,273 ) 4,478,270,082
Finance costs 773,346,934 702,762,554 201,121,817 4,103,873 1,681,335,178 ( 476,759,378 ) 1,204,575,440
Interest income 814,299,580 572,981,106 299,210,188 2,915,126 1,689,405,999 ( 476,759,738 ) 1,212,646,261
Other income 106,886,951 61,461,813 16,638,864 7,071,128 192,058,757 ( 644,253 ) 191,414,504
Income before income tax 2,187,527,048 920,816,943 1,540,304,504 44,411,438 4,693,059,933 ( 15,304,526 ) 4,677,755,407
Income tax expense 31,310,431 7,916,898 ( 47,487,958 ) 11,118,201 2,857,572 - 2,857,572
Net income P 2,156,216,617 P 912,900,045 P 1,587,792,462 P 33,293,237 P 4,690,202,361 ( P 15,304,526 ) P 4,674,897,835

- 51 -
Adjustments
Low-cost Medium-rise High-rise and
Mass Housing Condominium Condominium Others Total Segment Eliminations Consolidated
Non-cash items
Depreciation and amortization P 34,958,802 P 35,379,408 P 2,967,670 P 520,351 P 73,826,231 P - P 73,826,231
credit and impairment losses P 27,502,581 P 13,402,892 P 19,369,925 ( P 791,087) P 59,484,311 P 15,304,526 P 74,788,837
2017:
Revenues P 5,192,512,378 P 2,755,329,735 P 2,222,974,864 P 10,874,080 P 10,181,691,057 P - P 10,181,691,057

Costs 2,341,021,635 1,179,382,479 1,002,872,109 - 4,523,276,223 - 4,523,276,223
Gross income 2,851,490,743 1,575,947,256 1,220,102,755 10,874,080 5,658,414,834 - 5,658,414,834
Operating expenses 1,037,856,415 385,838,229 246,923,614 13,661,996 1,684,280,254 - 1,684,280,254
Net operating income (loss) 1,813,634,328 1,190,108,027 973,179,141 ( 2,787,916) 3,974,134,580 - 3,974,134,580
Finance costs 823,950,836 604,397,975 152,957,938 1,180,812 1,582,487,561 ( 448,232,862) 1,134,254,699
Interest income 1,180,062,282 472,945,942 206,731,304 319,253 1,860,058,781 ( 448,232,862) 1,411,825,919
Other income 318,029,217 157,823,013 30,198,741 7,699,119 513,750,090 ( 328,311,161) 185,438,929
Income before income tax 2,487,774,991 1,216,480,007 1,057,151,248 4,049,644 4,765,455,890 ( 328,311,161) 4,437,144,729
Income tax expense 203,501,090 44,415,215 47,439,716 3,020,865 298,376,886 - 298,376,886
Net income P 2,284,273,901 P 1,172,064,792 P 1,009,711,532 P 1,028,779 P 4,467,079,004 ( P 328,311,161) P 4,138,767,843
Non-cash items
Depreciation and amortization P 35,575,727 P 17,310,910 P 1,454,267 P 853,107 P 55,194,011 P - P 55,194,011
credit and impairment losses (P 11,377,318) ( P 963,085) P 851,004 ( P 194,105) (P 11,683,504) P - (P 11,683,504)
- 52 -
Other information on the Group’s operating segment follows:

Adjustments
Low cost Medium-rise High-rise Hotel and
Mass Housing Condominium Condominium Operations Others Total Segment Eliminations Consolidated
2019:
Segment assets P 48,151,414,341 P 7,865,547,704 P23,930,847,981 P 2,599,359,341 P 56,611,833,165 P 139,159,002,532 (P 70,338,933,369) P 68,820,069,163
Segment liabilities P 30,754,749,761 P 2,180,533,017 P10,828,688,995 P 1,467,412,134 P 15,490,798,720 P 60,722,182,628 (P 24,720,870,444) P 36,001,312,184
Capital expenditures P 2,869,407 P 3,785,342 P 4,936,052 P 13,029,112 P 7,592,186 P 32,212,099 P - P 32,212,099
2018:
Segment assets P 39,674,206,326 P 4,224,377,121 P14,622,918,656 P 1,173,021,952 P 68,279,512,889 P127,974,036,944 (P 68,329,537,239) P 59,644,499,705
Segment liabilities P 16,152,998,649 P 1,104,873,445 P12,154,497,382 P 986,364,490 P 23,898,624,348 P 54,297,358,314 (P 23,603,239,519) P 30,694,118,795
Capital expenditures P 404,523,811 P 1,222,793 P 154,652,459 P 102,950,006 P 574,254,435 P 1,237,603,504 P - P 1,237,603,504
2017:
Segment assets P 36,491,498,284 P 17,983,214,173 P10,219,563,830 P 2,884,043,653 P 52,172,725,847 P119,751,045,787 (P 64,923,998,091) P 54,827,047,696
Segment liabilities P 20,874,492,448 P 9,545,518,649 P 7,783,354,494 P 1,974,279,770 P 13,194,889,644 P 53,372,537,005 (P 25,246,739,091) P 28,125,797,914
Capital expenditures P 50,620,106 P 23,045,489 P 30,893 P 3,215,702 P 134,185 P 77,046,375 P - P 77,046,735
- 53 -
7. CASH AND CASH EQUIVALENTS
This account consists of:
2019 2018
Cash on hand P 22,536,313 P 11,036,127

Cash in banks 575,431,232 1,917,863,038
Short-term placements 255,934,823 214,716,546
P 853,902,368 P2,143,615,711
Cash in banks earn interest at prevailing bank deposit annual rates ranging from
0.13% to 0.25% in 2019, 2018 and 2017. Short-term placements are made for varying
periods between 22 to 90 days and earn effective interest of 1.13% to 1.75% in both 2019
and 2018, and 1.75% to 1.90% in 2017, respectively (see Note 23.1).
There are no restrictions on the Group’s cash and cash equivalents as at December 31,
2019 and 2018.
8. TRADE AND OTHER RECEIVABLES
Note 2019 2018
Current:
receivables P 2,634,787,842 P 1,045,810,025
Retention receivables 1,150,201,828 1,037,059,685
Receivables from officers
and employees 507,462,799 495,681,725
Receivables from marketing
managers 60,856,698 60,856,698
Contract assets 19 65,005,815 -
Other receivables 298,920,613 841,606,497
4,766,754,461 3,502,292,829
Allowance for credit losses ( 359,793,798 ) ( 343,398,437 )
4,406,960,663 3,158,894,392
Non-current:
Installment contract receivables 16,888,662,265 16,508,118,092
Loans receivable 396,953,440 314,005,923
17,790,085,254 17,268,916,719
P 22,197,045,917 P 20,427,811,111
- 54 -
Installment contract receivables pertain to receivables from the sale of residential houses
and lots, condominium units and parking spaces, which are collectible in monthly
installments over a period of one to 25 years. As security for the full settlement of the
receivables, the titles to the related real estate properties are transferred to the buyers
only upon full payment of the contract price.
Installment contract receivables bear annual interest ranging from 8.5% to 18.0% in
2019, 2018 and 2017. Interest income earned from these receivables in 2019, 2018 and
2017 amounted to P1.2 billion, P1.2 billion and P1.4 billion, respectively (see Note 23.1).
On December 11, 2019, the Group entered into an agreement with Fillmore Resources
Holdings, Inc. (Fillmore) for the sale of contracts-to-sell (CTS), with a total face value or
principal amount of up to P10.0 billion, without recourse. Subsequent to the sale of the
CTS, Fillmore shall be primarily responsible for servicing, administering and collecting
these receivables. On the same date, the Group was appointed as the sub-services and
the remarketing agent of Fillmore. As at December 31, 2019, total amount of CTS sold
by the Group to Fillmore is P2.9 billion. The related receivables arising from this
transaction amounting to P38.5 million as at December 31, 2019 is presented as part of
Other receivables under the Trade and Other Receivables account of the 2019
consolidated statement of financial position.
On January 29, 2018, the Group entered into an agreement with Dearborn Resources
and Holdings, Inc. (Dearborn) for the sale of CTS, with a total face value or principal
amount of up to P10.0 billion, without recourse. On September 13, 2019, the Group
entered into another similar agreement to sell additional CTS with a total face value or
principal amount of up to P5.0 billion. Subsequent to the sale of the CTS, Dearborn
shall be primarily responsible for servicing, administrating, and collecting these
receivables. On the same date, the Group was appointed as the sub-servicer and the
remarketing agent of Dearborn. Total CTS sold to Dearborn in 2019 and 2018
amounted to P4.8 billion and P8.2 billion, respectively. The related receivables arising
from this transaction amounting to P165.5 million in 2018 is presented as part of Other
receivables under the Trade and Other Receivables account in the 2018 consolidated
statements of financial position. There are no outstanding receivables from this
transaction as of December 31, 2019.
On December 29, 2017, a loan facility agreement between Dearborn and certain lenders
was executed to provide a loan facility in the aggregate principal amount of P1.4 billion
for the purpose of partially financing Dearborn’s acquisition of certain CTS of the
Group. Under the loan facility agreement, the Parent Company also committed to lend
Dearborn the principal amount of up to but not in excess of P300.0 million which bears
16% interest per annum, payable monthly. The loan granted under the facility agreement
is unsecured and has a term of five years counting from the date of initial drawdown.
However, the principal amount of the loan and any related accrued interest will be due
and demandable in the event of default. On November 13, 2019, the Parent Company
agreed to extend the loan facility with Dearborn up to P665.0 million with no changes in
the interest rate per annum. As of December 31, 2019 and 2018, the Parent Company
has already extended P397.0 million and P314.0 million financing to Dearborn,
respectively. Interest earned from this loan receivable amounted to P54.2 million and
P16.2 million in 2019 and 2018, respectively and is presented as part of Interest income
under Other Operating Income in the 2019 and 2018 consolidated statements of profit
or loss (see Note 23.1).
- 55 -
Interest receivable from this loan amounts to P5.3 million as at December 31, 2019 and
is presented as part of Other receivables under the Trade and Other Receivables account
of the 2019 consolidated statement of financial position. There were no interest
receivables from 2018.
On May 14, 2014, the Group executed a Deed of Assignment to acquire from Bon
Giorno Homes, Inc. (BGHI), an entity owned by certain stockholders, its ICRs and the
related liability for the conversion of titles. On June 5, 2014, an amendment to the
Deed of Assignment was made to include other assets related to the acquired ICRs
(see Note 27.1). As of December 31, 2019 and 2018, the amount of receivables related
to these transactions still outstanding is P19.4 million and P41.4 million, respectively, and
are presented as part of Installment contract receivables.
On May 15, 2014, the Group also entered into a contract with Urban Basic Housing
Corporation (UBHC), an entity owned by certain stockholders, to acquire ICRs and the
related liability for the conversion of titles (see Note 27.1). As of December 31, 2019
and 2018, the amount of receivables still outstanding is P26.5 million and P28.1 million,
respectively, and is also presented as part of Installment contract receivables.
Retention receivables are amounts retained by Home Development Mutual Fund

(HDMF) from the proceeds of loans availed by real estate buyers in accordance with
HDMF Circular No. 182-A, to pay-off their obligations to the Group. This amount is
normally released by HDMF to the Group upon the latter’s execution of a Deed of
Undertaking for the conversion of the CTS accounts and presentation of the necessary
documents.
Finance lease receivables pertain to the Group’s net investment in the lease of certain
projects under a rent-to-own scheme which started in 2017. The carrying amount of
this receivable is presented at net of deferred income representing unearned interest
amounting to P437.7 million and P349.5 million as of December 31, 2019 and 2018,
respectively. Rent-to-own scheme has a lease term of 15 years and is subject to 5.50% to
20.00% interest per annum.
Receivables from officers and employees pertain to cash advances for retitling costs,
taxes and other operational and corporate-related expenses that are subject to liquidation.
This account also includes short-term, noninterest-bearing salary and other loans granted
to the employees and are recoverable through salary deductions.
Receivables from marketing managers are amounts given to individuals in connection

with marketing activities to generate revenues which are deductible against their future
commissions.
Significant portion of other receivables pertain to advances to third parties arising from
taxes paid on the land acquired by the Group on behalf of the sellers.
In 2019 and 2017, the Group had directly written-off uncollectible accounts from third
parties against the outstanding balance of other receivables amounting to P37.1 million
and P12.1 million, respectively. These were recognized and presented as Losses from
assets written-off under Operating Expenses in the 2019 and 2017 consolidated
statement of profit or loss (see Note 21). No similar transaction occurred in 2018.
- 56 -
As of December 31, 2019 and 2018, the carrying value of ICRs used as collateral to
secure borrowings from banks amounted to P682.0 million and P147.0 million,
respectively (see Note 16).
A reconciliation of the allowance for impairment at the beginning and end of 2019 and
2018 is shown below.
Notes 2019 2018
Balance at beginning of year P 343,398,437 P 281,359,209

Impairment losses 4.1 (a), 21 104,160,292 62,039,228
Reversal of credit losses 23.1 ( 87,764,931) -
Balance at end of year P 359,793,798 P 343,398,437
9. INVENTORIES
Inventories represent the subdivision lots, housing units, medium-rise and high-rise
condominium units, and parking spaces for which the Group has been granted license to
sell by the Housing and Land Use Regulatory Board of the Philippines.
Details of this account follow:
2019 2018
Low-cost mass housing:

Houses and lots:
New P 13,242,011,216 P 10,033,996,498
Repossessed 3,168,624,237 2,758,070,367
16,410,635,453 12,792,066,865
Subdivision lots –
New 3,864,743 3,864,923
16,414,500,196 12,795,931,788
Medium-rise condominium:
New 1,210,216,972 1,375,356,761
Repossessed 483,244,168 91,094,034
1,693,461,140 1,466,450,795
High-rise condominium
New 14,598,782,221 14,735,575,647
Repossessed 1,089,832,283 133,417,587
15,688,614,504 14,868,993,234
Developed subdivision lots 3,128,742,705 -
P 36,925,318,545 P 29,131,375,817
High-rise condominium units pertain to the Group’s high-rise projects located along
Epifanio Delos Santos Avenue, Ortigas Avenue Extension and Vista Street, Tondo,
Manila, which is intended to provide low-cost condominium units to average earning
individuals in Metro Manila.
- 57 -
Developed subdivision lots pertain to the Group’s real estate inventories from Genvi, the
newly acquired subsidiary during the year. These real estate inventories are located in the
urban places of Cebu.
All the real estate inventories are carried at cost, except repossessed inventories which are
measured at NRV. The Group did not recognize any inventory write-downs in 2019,
2018 and 2017. In 2019, the Group recognized gain on repossession amounting to
P125.9 million and is presented as part of Other Operating Income in the 2019
consolidated statement of profit or loss. Meanwhile, total loss on repossession of
inventories incurred by the Group amounted to P97.7 million and P112.7 million in 2018
and 2017, respectively, which are presented under Operating Expenses in the 2018 and
2017 consolidated statements of profit or loss (see Note 21).
The summary of the movements in inventories is shown below.
(a) Low-cost Mass Housing
Notes 2019 2018
Balance at beginning of year P 12,795,931,788 P 10,730,870,900

Reclassification from investment
property 12 - 107,761,205
Land acquisitions 60,450,000 898,307,260
Construction and development
costs incurred 4,378,356,930 2,089,400,214
Cost of sales 20 ( 2,599,034,222 ) ( 2,585,974,482 )
Repossessed 1,778,795,700 1,555,566,691
Balance at end of year P 16,414,500,196 P 12,795,931,788
(b) Medium-rise Condominium Units
Note 2019 2018

Land acquisitions - 890,000
costs incurred 962,584,703 832,281,249
Cost of sales 20 ( 1,140,959,980) ( 1,085,120,332 )
Repossessed 405,385,622 369,213,331

- 58 -
(c) High-rise Condominium Units
Note 2019 2018

Land acquisitions - 154,964,992
costs incurred 2,589,138,298 2,552,044,131
Cost of sales 20 ( 2,868,882,812 ) ( 1,592,774,417 )
Repossessed 1,099,365,784 93,541,808
(d) Developed subdivision lots
Notes 2019 2018
Balance at beginning of year P - P -

Land acquisitions from the
acquired subsidiary 1 3,268,056,000 -
costs incurred 104,974,043 -
Cost of sales 20 ( 244,287,338 ) -
Balance at end of year P 3,128,742,705 P -
On June 5, 2014, 8990 HDC entered into a Share Purchase Agreement (SPA) with the
previous stockholders of ERDC and THC (collectively referred to as ‘Landowners’) to
acquire 100% of the outstanding shares of the latter with the intention of developing the
land owned by the Landowners into mass housing, condominium and commercial mall
projects. The SPA further provides that the Landowners have the option to purchase
the developed properties equivalent to 5% of the total saleable units per building for all
residential buildings constructed on the properties at a fixed price agreed by the parties;
and to purchase 5% of 8990 HDC’s 50% share in a planned joint venture with an
operator to build a commercial mall at a fixed price. 8990 HDC commits to finish the
development of the entire property within a 10-year period.
In 2018, the Landowners exercised the option to purchase certain condominium units as
provided by the SPA. Accordingly, THC and ERDC recognized real estate revenues
relating to this transaction totaling to P166.4 million. There are no similar transactions in
2019.
8990 HDC entered into a share sale transaction agreement with PLI on July 22, 2016,
whereby PLI stockholders agreed to sell, transfer, and convey to 8990 HDC 100%
outstanding common shares of PLI. In accordance with the Group’s policy
(see Note 2.4), the transaction is treated by the Group as an asset acquisition since the
transaction does not constitute an acquisition of a business. The total purchase price at
acquisition date amounting to P856.2 million was allocated among the asset and liability
accounts based on their relative fair values, majority of which were allocated land,
presented as part of Inventories. As part of the share sale transaction, 8990 HDC and
another corporation agreed to form a joint venture, which shall be owned by the parties
on a 65% and 35% basis, respectively. As at December 31, 2019, this arrangement is yet
to be consummated.
- 59 -
The carrying value of real estate inventories includes capitalized borrowing costs
amounting to P54.4 million in 2018 (see Note 16). There are no capitalized borrowing
costs in 2019 as most projects of the Group with specific borrowings are completed.
Inventories recognized as cost of real estate inventories amounted to P6.9 billion,

P5.3 billion and P4.5 billion in 2019, 2018, and 2017, respectively, and are included under
Costs of Sales and Services in the consolidated statements of profit or loss (see Note 20).
As of December 31 2019 and 2018, a land acquisition amounting to P140.0 million,

which is classified as part of High-rise Condominium Units of the Inventories, is used as
collateral for the Group’s loans payable (see Note 16).
10. INVESTMENTS SECURITIES AT FVOCI
This account is composed of unquoted equity securities in the following investee entities
as at December 31:
2019 2018
ALRC P 1,184,118,055 P 1,320,738,611
ARVI 28,112,000 28,112,000
Pico de Loro 633,500 633,500
P 1,212,863,555 P 1,349,484,111
10.1 Equity Securities

Investment securities at FVOCI of the Group represent investments in preferred shares
of ALRC and Azalea Resort and Vacation Club, Inc. (ARVI), and shares of stock of Pico
de Loro Beach and Country Club (Pico de Loro).
In October 2014, by way of a Deed of Absolute Sale, ALRC acquired 8990 HDC’s and
FHI’s building. The Group in turn invested in the common shares of ALRC through
8990 HDC and FHI representing 30% and 15% ownership, respectively, and in the
preferred shares of ALRC covered by respective subscription agreement. 8990 HDC
acquired 102,030 preferred shares and 450,000 common shares with total subscription
price of P732.6 million and P0.45 million, respectively.
ALRC’s primary purpose is to operate, maintain and/or manage a membership club.

ALRC’s preferred shares represent membership rights to the club including the right to
use a specific unit of the building acquired from the Group and other facilities/amenities
for one day per calendar year.
- 60 -
The Group through FHI started selling the preferred shares of ALRC upon approval by
the SEC of the offering to the public on May 25, 2015. Gain on sale of preferred shares
recognized in 2017 amounted to P20.9 million and is presented as Gain on sale of AFS
securities under Other Gains in the 2017 consolidated statement of profit or loss
(see Note 23.2). In 2018, the Group sold certain equity securities under ALRC at
P32.1 million selling price. Accordingly, realized fair value gains relating to these
preferred shares amounting to P24.2 million was transferred to Retained Earnings from
Other Comprehensive Income. Moreover, the Group recognized fair value gain of
P105.6 million on its FVOCI securities, which was presented in the 2018 consolidated
statement of comprehensive income under items that will not be reclassified
subsequently to profit or loss. There are no similar transaction in 2019, however,
unrealized fair value losses amounting to P136.6 million was incurred by the Group and
is presented in the 2019 consolidated statement of comprehensive income.
On October 23, 2018, 8990 HDC and ALRC agreed to rescind the subscription
agreement entered by both parties in 2014 for the 102,030 preferred shares with the
effect of returning such preferred shares equal to the subscription price and terminating
the benefits received by the parties. In addition, on that same date, both parties also
rescinded the Deed of Absolute Sale pertaining to the building acquired by ALRC from
8990 HDC in 2014 located in Boracay (see Note 11). The rescission of the Deed of
Absolute Sale resulted in the recognition of the building amounting to P543.1 million,
including the costs of improvements made by ALRC on the asset. (see Note 11).
As of December 31, 2019 and 2018, 8990 HDC’s outstanding receivable from ALRC
arising from these transactions amounts to P164.3 million and P191.8 million,
respectively, and presented as part of Due from Related Parties in the consolidated
statements of financial position (see Note 27).
In 2019, 2018 and 2017, the Group’s share in net income related to the unsold preferred
shares of ARLC to secondary market amounted to P16.0 million, P7.1 million and P10.5
million, respectively. These are presented as part of Miscellaneous under Other
Operating Income in the consolidated statements of profit or loss (see Note 23.1).
10.2 Reconciliation of Carrying Amounts

The reconciliation of the carrying amount of these financial assets follows:
Note 2019 2018

Unrealized fair value gain ( 136,620,556) 105,564,162
Disposals 10.1 - ( 764,644,165)

- 61 -
11. PROPERTY AND EQUIPMENT
The gross carrying amounts and accumulated depreciation and amortization of property and equipment at the beginning and end of 2019 and 2018 are shown below.
December 31, 2019

Land Leasehold Furniture Machineries Transportation Construction
Land Building Improvements Improvements and Fixtures and Equipment Vehicles in- progress Total
Cost P 107,405,010 P 610,023,700 P 10,458,647 P 31,182,532 P 127,932,343 P 115,365,420 P 142,711,875 P 27,975,413 P 1,173,054,940
Accumulated depreciation
and amortization - ( 65,519,356) ( 10,458,647) ( 18,394,817) ( 75,785,835 )( 78,933,865 ) ( 106,526,011) - ( 355,618,531 )
Accumulated impairment
losses ( 8,970,000) - - - - - - - ( 8,970,000 )
Net carrying amount P 98,435,010 P 544,504,344 P - P 12,787,715 P 52,146,508 P 36,131,555 P 36,485,864 P 27,975,413 P 808,466,409
December 31, 2018

Cost P 107,405,010 P 609,057,527 P 10,458,647 P 28,941,424 P 106,594,476 P 73,756,767 P 139,576,505 P 19,023,326 P 1,094,813,682
and amortization - ( 35,248,780) ( 10,458,647 ) ( 13,595,946 ) ( 56,133,109) ( 55,870,079) ( 88,062,971 ) - ( 259,369,532 )
losses ( 8,970,000) - - - - - - - ( 8,970,000)
Net carrying amount P 98,435,010 P 573,808,747 P - P 15,345,478 P 50,461,367 P 17,886,688 P 51,513,534 P 19,023,326 P 826,474,150
January 1, 2018
Cost P 107,405,010 P 57,548,577 P 10,458,647 P 20,687,018 P 85,982,371 P 66,943,489 P 142,786,318 P 26,618,286 P 518,429,716
and amortization - ( 22,941,669) ( 10,417,323 ) ( 9,939,779 ) ( 39,857,353) ( 43,102,211) ( 73,556,485 ) - ( 199,814,820 )
losses ( 8,970,000) - - - - - - - ( 8,970,000)
Net carrying amount P 98,435,010 P 34,606,908 P 41,324 P 10,747,239 P 46,125,018 P 23,841,278 P 69,229,833 P 26,618,286 P 309,644,896
- 62 -
A reconciliation of the carrying amounts of property and equipment at the beginning and end of 2019 and 2018 is shown below.
2019
Balances at January 1, 2019,

net of accumulated
depreciation, amortization
and impairment losses P 98,435,010 P 573,808,747 P - P 15,345,478 P 50,461,367 P 17,886,688 P 51,513,534 P 19,023,326 P 826,474,150
Additions - 806,201 - 2,241,108 21,307,494 37,611,702 6,735,370 8,952,087 77,653,962
Additions due to
acquisition of
subsidiary - 159,972 - - 30,373 396,951 - - 587,296
Reclassification - - - - - 3,300,000 ( 3,300,000 ) - -
Depreciation and amortization - ( 30,270,576) - ( 4,798,871) ( 19,652,726) ( 23,063,786) ( 18,463,040) - ( 96,248,999 )
Balances at December 31, 2019,

net of accumulated
2018
Balances at January 1, 2018,

net of accumulated
and impairment losses P 98,435,010 P 34,606,908 P 41,324 P 10,747,239 P 46,125,018 P 23,841,278 P 69,229,833 P 26,618,286 P 309,644,896
Additions - 543,075,125 - 8,254,406 20,662,549 6,813,279 6,293,949 838,864 585,938,172
Reclassifications 8,433,824 - - - - - ( 8,433,824) -
Disposals – net - - - ( 17,656) - ( 318,317) - ( 335,973 )
Depreciation and amortization - ( 12,307,110) ( 41,324) ( 3,656,167) ( 16,308,544) ( 12,767,869) ( 23,691,931) - ( 68,772,945)
Balances at December 31, 2018,

net of accumulated
- 63 -
In connection with the rescission of the Deed of Absolute Sale between 8990 HDC and
ALRC as disclosed in Note 10, the building covered under this agreement was returned to
8990 HDC resulting in the latter reacquiring title to the ownership of the asset including all
equipment and improvements thereon. The total value of the assets reacquired upon the
rescission was P544.1 million, which is equivalent to the carrying amount of the assets
including a transportation vehicles worth P1.0 million.
The depreciation and amortization of property and equipment is presented as part of

Depreciation and amortization under Operating Expenses in the Group’s consolidated
statements of profit or loss.
As of December 31, 2019 and 2018, no items of property and equipment were pledged as
security for any of the Group’s liabilities. Moreover, the Group has no contractual
commitments to acquire property and equipment.
As at the same date, the cost of fully depreciated property and equipment that are still used
in operations amounts to P129.0 million and P82.6 million, respectively.
12. INVESTMENT PROPERTIES
The gross carrying amounts and accumulated depreciation and amortization of investment
property at the beginning and end of 2019 and 2018 are shown below.
Land Building Improvements Total
December 31, 2019

Cost P 245,122,977 P 9,737,805 P 101,171,390 P 356,032,172
and amortization - ( 4,383,233) ( 38,552,928 ) ( 42,936,161 )
Net carrying amount P 245,122,977 P 5,354,572 P 62,618,462 P 313,096,011
December 31, 2018

Cost P 119,030,686 P 8,832,631 P 92,831,378 P 220,694,695
and amortization - ( 3,941,601 ) ( 32,947,943) ( 36,889,544)
January 1, 2018
Cost P 226,791,891 P 8,832,630 P 92,003,920 P 327,628,440
and amortization - ( 3,499,970 ) ( 28,336,289) ( 31,836,259)
A reconciliation of the carrying amounts of investment properties at the beginning and end
of 2019 and 2018 is shown below and in the succeeding page.
Balance at January 1, 2019,

net of accumulated
depreciation and amortization P 191,030,686 P 4,891,029 P 59,883,434 P 183,805,148
Additions 126,092,291 905,175 8,340,013 135,337,479
Depreciation and amortization - ( 441,631) ( 5,604,984) ( 6,046,616)
Balance at December 31, 2019,

net of accumulated
- 64 -
Balance at January 1, 2018,

net of accumulated
Additions - - 827,458 827,458
Reclassification (see Note 9) ( 107,761,205) - - ( 107,761,205)
Depreciation and amortization - ( 441,631) ( 4,611,654) ( 5,053,286)
Balance at December 31, 2018,

net of accumulated
In 2018, the Group reclassified certain parcels of land amounting to P107.8 million which
are previously held as investment property to inventories since the management started to
develop these parcels of land for construction of condominium units (see Note 9).
The depreciation and amortization of investment properties is presented as part of

Depreciation and amortization under Operating Expenses in the Group’s consolidated
statements of profit or loss.
Rent income from investment properties recognized by the Group amounted to

P16.5 million, P12.5 million, and P10.9 million in 2019, 2018 and 2017, respectively
(see Notes 19 and 25).
Operating expenses directly related to investment properties recognized as part of Security,

managerial and janitorial, Communication, light and water, and Transportation and travel
totaling P0.3 million, P1.7 million and P0.6 million in 2019, 2018 and 2017, respectively
(see Note 21).
13. OTHER ASSETS
2019 2018
Current:
Advances to contractors P 3,555,673,047 P 3,470,575,004
Net input tax 337,661,047 401,731,915
Creditable withholding tax 213,484,734 107,170,936
Advances to landowners 126,814,119 202,799,200
Prepaid expenses 112,056,869 84,993,113
Advances to brokers 39,969,681 37,801,628
Others 47,483,745 12,449,842
4,433,143,242 4,317,521,638
Allowance for impairment losses ( 55,375,203 ) ( 55,375,203 )
4,377,768,039 4,262,146,435
Forward
- 65 -
Notes 2019 2018
Non-current:
Goodwill 1 P 526,474,833 P -
Deposits 160,161,205 154,914,523
Investment in a joint operation 127,322,806 91,231,192
Software cost 49,364,636 1,492,522
Right-of-use assets – net 21 4,872,301 -
Others 35,254,541 67,004,237
903,450,323 314,642,474
Allowance for impairment losses ( 2,511,974 ) ( 2,511,974 )
900,938,349 312,130,501
P 5,278,706,389 P 4,574,276,936
Advances to contractors represent advance payments to contractors for the construction of

high-rise and medium-rise condominium units, subdivision houses and improvements.
These advances are deductible from future billings.
Advances to brokers pertain to the advance payment made by the Group for the
commissions of brokers for every confirmed reservation. Commission is computed based
on percentage of the selling price depending on number of units sold for a certain period.
Advances to landowners represent deposits made for the acquisition of parcels of land held
for future development.
Prepaid expenses represent prepaid realty taxes, advertising and insurance.
Deposits constitute rental deposit, deposits for the connection of electricity on the Group’s
property locations and cash bond paid to the Department of Agrarian Reform as a
requirement for the conversion of the agricultural land into a residential and commercial
area.
Software cost includes deposits to supplier for the system upgrade of the Group, which is
related to accounting software.
Amortization of right-of-use assets in 2019 amounted to P8.0 million and is presented as

part of Depreciation and amortization under the Operating Expenses section of the 2019
consolidated statements of profit or loss (see Note 21).
For purposes of determining the goodwill, the Group determined the fair value of the
identified net assets as of June 30, 2019 as presented in Note1.2.
Goodwill resulted from the Group’s acquisition of Genvi, as discussed in details in Note 1.
It reflects the premium on the high end real estate brand of Genvi, which is Monterrazas de
Cebu. The Group considers it at as a significant opportunity to enter the high end segment
of the real estate industry, particularly in the southern region of the country, which is the
main reason for the acquisition.
- 66 -
Management’s assessment showed that the goodwill, which is allocated in full to the real
estate operations of Genvi, is not impaired as at December 31, 2019. Some of the factors
considered in the assessment of the goodwill’s impairment are the current performance of
Genvi and its financial condition. There were no changes in the competitive environment
where it operates that could affect its overall profitability nor is there any indicators of
decline in market value of the premium subdivision lots it is selling. In 2019, Genvi
generated P490.4 million revenues and earned P23.6 million net profit.
Investment in a joint operation as of December 31, 2019 and 2018 pertains to the Group’s
contribution in a joint arrangement with ITECH-RAR Solutions, Inc. (ITECH-RAR), a
third party information technology contractor. Under the agreement of the parties,
ITECH-RAR shall supply and install fiber optics materials, appliances and other services
that the parties deem applicable in the medium-rise condominium units (the Installation
Projects). In turn, the Group shall shoulder the fixed amount of the Installation Projects
covering all condominium units of the Group. The agreement also provides that the Group
shall receive a minimum share in the results of operations of the Installation Projects of
P0.4 million per year. As of December 31, 2019 and 2018, the Group has yet to receive
share in net profit of the Installation Projects.
Others also includes deferred tax assets arising from the Group’s subsidiaries, which are
related to deferred charges.
14. TRADE AND OTHER PAYABLES
Notes 2019 2018
Current:
Trade and accounts payable P2,552,798,595 P 2,391,507,096
Accrued expenses 2,216,431,615 1,912,505,106
Retention payable 461,554,626 365,376,921
Interest payable 17 181,056,192 216,611,260
Net output tax 101,803,864 174,806,382
Construction bonds 77,830,455 64,252,002
Withholding tax payable 75,499,691 94,852,634
Lease liabilities 11 4,991,632 -
Deposits 284,641,238 248,311,698
Others 28 482,248,221 235,123,782
6,438,856,129 5,703,346,881
Non-current:
Contract liabilities 19 858,291,119 -
Retention payables 191,006,930 186,735,939
Retirement benefit obligation 24.2 10,580,053 3,440,369
Lease liabilities 11 71,259 -
1,059,949,361 190,176,308
P7,498,805,490 P 5,893,523,189
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Trade payables are mainly attributable to the Group’s obligation to contractors for the
construction of subdivision houses and improvements and purchase of land and materials.
These are noninterest-bearing and are normally settled on 15 to 60-day terms.
Accrued expenses consist of the following:
Note 2019 2018
Documentation 21 P 1,386,391,248 P 1,104,402,830

Commission 782,999,606 747,493,365
Others 47,040,761 60,608,911
P 2,216,431,615 P 1,912,505,106
Retention payables are noninterest-bearing liabilities with contractors and brokers and are
normally settled a year after the Group’s completion of the relevant contracts.
Construction bonds pertain to a fixed amount of cash deposit paid by the buyers in cases
where the buyers opted to make renovations and/or improvement to their desired units. In
case of damages to the Group’s projects that occurred during the construction, penalties will
be applied against these accounts. These cash deposits will be returned to the buyer upon
completion of the construction.
Other current liabilities includes provision for probable losses related to contingencies as of
December 31, 2019 and 2018.
15. DEPOSITS FROM CUSTOMERS
This account represents downpayments made by the real estate buyers for the purchase of
residential housing units and timeshares/preferred shares. Cash deposits as of December 31
are received from:
2019 2018
Real estate buyers P 877,333,807 P 491,917,789

Timeshare/preferred share buyers 28,192,973 26,391,367
P 905,526,780 P 518,309,156
Deposits from real estate buyers constitute cash receipts that are yet to qualify for the
collection threshold criteria prior to recognition of a revenue. For timeshares, deposits
represent payments made by the buyer that is yet to reach the level of required payment
before a sale is recognized.
Timeshares are in-house issuances of the Group that grants the purchaser a perpetual right
to occupy one unit of the Group’s vacation hotel in Baguio every year for a specific number
of days. It also grants certain buyers the right to avail of the international exchange services
offered by affiliated companies through the Group’s Resorts Condominium International
membership. Purchase by the buyer of timeshare does not result into any change in equity
or ownership of the Group as the sale does not grant the purchaser any proprietary or
voting right or residual interest in the Group.
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16. LOANS PAYABLE
This account represents peso borrowings from local banks broken into:
Note 2019 2018
Short-term loans 27 P 5,931,978,261 P 5,581,758,250

Long-term loans – current portion 5,896,181,924 1,661,087,235
11,828,160,185 7,242,845,485
Long-term loans –
non-current portion 5,756,697,041 7,764,234,753
P17,584,857,226 P15,007,080,238
In 2019 and 2018, the Group availed of loans from various banks. These bank loans bear
annual interest rates ranging from 4.3% to 7.0% in 2019, 3.0% to 6.3% in 2018, and 3.0% to
4.9% in 2017. Interest rates are either fixed for the loan term or subject to annual repricing.
Loans payable have various maturity dates ranging from three months to five years.
Interest expense on loans payable amounted to P1,036.1 million, P620.4 million, and
P550.9 million in 2019, 2018, and 2017, respectively, and is presented as part of
Finance Costs in the consolidated statements of profit or loss (see Note 22). Interest
expense pertains only to interest incurred which are not capitalized.
Total borrowing costs capitalized for the construction of the Group’s real estate projects
amounted to P54.4 million in 2018 (see Note 9). No borrowing costs from general
borrowings were capitalized since the allocated borrowing costs on qualifying assets are
considered not material to the consolidated financial statements, which is generally because
construction for its horizontal developments is completed within a short period of time.
The capitalization rate used, which is based from the annual interest rate of the monthly
renewable interest-bearing loans, ranges from 3.13% to 7.19% in 2018. There are no
capitalized borrowings in 2019 because construction related to a specific borrowing for a
vertical development has been completed prior to the beginning of the reporting period.
As of December 31, 2019 and 2018, the Group’s loans payable is secured by the following
assets with their corresponding carrying values:
Notes 2019 2018
Short-term loans –
Deposits of a controlling
shareholder 27.1 P 114,808,728 P 137,758,250
Long-term loans:
Deposits of a controlling
shareholder 27.1 97,000,000 177,050,478
Collaterals owned by the Group:
Installment contract receivables 8 681,998,257 146,919,369
Land held for future
development 9 140,000,000 140,000,000
918,998,257 463,969,847
P1,033,806,985 P 601,728,097
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17. BONDS PAYABLE
The breakdown of this account follows:
2019 2018
Current P8,385,745,688 P -
Non-current 590,389,052 8,951,507,702
P8,976,134,740 P 8,951,507,702
The amount of bonds payable presented above is net of the unamortized discount
amounting to P23.9 million and P48.5 million in 2019 and 2018, respectively.
On July 16, 2015, the Parent Company offered and issued unsecured fixed-rate peso bonds
with an aggregate principal amount of P5.0 billion with an oversubscription option up to
P4.0 billion.
The offer comprises of the following series:

Bond Series Option Date Principal Amount
Series A – 6.2080% per annum,

five-year and three months, due
October 16, 2020 - P 8,405,590,000
Series B – 6.1310% per annum, The third month after the fifth
seven-year, due July 16, 2022 unless anniversary of issue date and
otherwise earlier redeemed by the sixth anniversary of issue
Parent Company date 375,500,000
Series C – 6.8666% per annum, The seventh anniversary of issue

ten-year, due July 16, 2025 unless date and each anniversary of
otherwise earlier redeemed by the issue date thereafter
Parent Company 218,910,000
P 9,000,000,000
Total transaction costs capitalized upon issuance of the bonds amounted to P122.3 million.
Interests on the bonds are payable quarterly in arrears starting on October 16, 2015 for the
first interest payment date and on January 16, April 16, July 16, and October 16 of each year
for each subsequent interest payment date.
The bonds shall be repaid at par, plus any outstanding interest on the relevant maturity date
of each series, unless the Parent Company exercises its early redemption option for Series B
or C Bonds on the early redemption option dates.
The fair value of the bonds amounts to P9,098.8 million and P8,789.4 million as of
December 31, 2019 and 2018, respectively. Amortization of bond issue costs amounted to
P24.6 million, P23.1 million and P21.6 million in 2019, 2018 and 2017, respectively, and are
included as part of Finance Costs in the consolidated statements of profit or loss
(see Note 22).
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Total finance costs incurred on these bonds, inclusive of the amortization of the debt issue
costs, amounted to P584.7 million, P583.0 million and P581.5 million in 2019, 2018 and
2017, respectively. Accrued interest on the bonds amounting to P115.6 million as at
December 31, 2019 and 2018 is presented as part of Interest Payable under Trade and Other
Payables in the consolidated statements of financial position (see Note 14).
The Parent Company and its subsidiaries are required under the terms of the bonds to
observe certain covenants, including, among others, maintenance of financial ratios,
incurrence or guarantee of additional debt, encumbrance for borrowed money and other
covenants. These were complied with by the Group in 2019 and 2018, respectively.
18. EQUITY
18.1 Capital Stock

As of December 31, 2019, 2018 and 2017, details of the capital stock of the Parent
Company and the movements thereon are as follows:
Shares Amount
2019 2018 2019 2018
Preferred Shares – P1 par value, cumulative,

non-voting, non-participating,
non-convertible, redeemable 6.0263%
per annum
Authorized – 100 million shares
Issued and outstanding 50,000,000 50,000,000 P 50,000,000 P 50,000,000
Common Shares – P1 par value
Authorized shares – 7 billion shares
Issued and outstanding:
Balance at beginning of year 5,517,990,720 5,517,990,720 5,517,990,720 5,517,990,720
Treasury shares – at cost
(see Note 14.3) ( 89,033,300 ) - ( 1,266,523,478 ) -
Balance at end of year 5,428,957,420 5,517,990,720 4,251,467,242 5,517,990,720
Total 5,478,957,420 5,567,990,720 P4,301,467,242 P5,567,990,720
18.2 Authorized Capital Stock

On October 20, 2010, the PSE approved the Parent Company’s application for the initial
listing of 181.9 million common shares under the Second Board of the PSE.
On August 25, 2011, the Parent Company entered into a Subscription Agreement (SA) with
Intellectual Property Ventures Group (IPVG), wherein IPVG agreed to subscribe to
40.0 million shares of the common stock of the Parent Company at a subscription price of
P2.52 per share or a total subscription of P100.8 million. IPVG paid P25.0 million in cash
as partial payment and agreed to pay the remaining balance of the subscription price upon
call thereon by the Parent Company’s BOD.
As a result of the Asset Purchase Agreement dated September 28, 2011, the said SA and the
related shares subscribed and partially paid were transferred to Intellectual Property
Ventures, Inc. (IPVI).
On February 29, 2012, the stockholders approved the issuance of the 40.0 million shares
in favor of IPVI. On the same date, the minority and unrelated stockholders waived the
requirement to conduct a rights or public offering of the shares subscribed.
- 71 -
In April 2012, the Parent Company received the remaining subscription receivable and
issued the corresponding shares to IPVI. These shares were part of the shares acquired by
the stockholders of the 8990 Group (former stockholders of the company’s subsidiaries).
On May 6, 2013, the Parent Company recognized deposits for future stock subscription
amounting to P27.9 billion in exchange for its investments in subsidiaries through Share
Swap with the stockholders of 8990 Group.
On September 23, 2013, the BOD of the Parent Company approved the subscriptions and
issuance of 465,580,467 shares at P1.00 per share to new public investors to comply with the
minimum public ownership requirement of the PSE. Such issuance is subject to following
conditions: (i) the approval of the SEC of the Parent Company’s application for the increase
in authorized capital stock from P460.0 million to P7.0 billion divided into 7.0 billion shares
with par value of P1.00 per share; and, (ii) the issuance of 3,968,357,534 shares to the
stockholders of 8990 Group. The shares were issued subsequent to the approval by the
SEC of the increase in authorized capital stock of the Parent Company on October 1, 2013.
Subsequent to SEC's approval of the increase in authorized capital stock, the deposit for
future stock subscription of the Parent Company was applied as payment for the issuance of
shares which were recorded as part of the Parent Company's Capital Stock and Additional
Paid-in Capital (APIC) of P4.0 billion and P23.9 billion, respectively. Of the total APIC,
P23.9 billion is eliminated on consolidation against Investment in Subsidiaries because it
represents the cost of the subsidiaries acquired through the Shares Swap.
On March 17, 2014, the Parent Company’s BOD approved the offering and issuance by way
of a “follow-on” offering consisting of the following shares at an offer price of P6.50 per
share:
Primary shares 862,186,050

Secondary shares 382,360,770
Over-all allotment shares 134,950,860
The registration by way of a follow-on offering of common shares was rendered effective by
the SEC on April 15, 2014 and for which a Certificate of Permit to Offer Securities for Sale
was issued by the SEC on April 30, 2014.
Total proceeds from the primary offer shares amounted to P5.6 billion and the related direct
issue costs incurred in connection with the offering amounted to P341.9 million which were
charged to APIC. Accordingly, the issuance resulted into an excess of P4.4 billion over the
capital stock and is recorded as APIC in 2014.
As of December 31, 2019 and 2018, there are 5,428,957,420 and 5,517,990,720 listed shares,
which are held by 34 and 42 holders, respectively. Such listed shares closed at P14.74 per
share and P8.10 per share as of December 31, 2019 and 2018, respectively.
On January 31, 2017, the stockholders approved and ratified the creation of the preferred
shares under the shelf registration. The SEC approved the Parent Company’s amended
Articles of Incorporation creating the preferred shares on April 19, 2017.
On July 25, 2017, the BOD of the Parent Company unanimously authorized the sale and
offer of up to Ten Billion Pesos (P10,000,000,000) preferred shares, at an offer price of
P100.00 per share, or 100,000,000 preferred shares with an initial tranche of 50,000,000
preferred shares, under a shelf registration to be issued within a period of three years.
- 72 -
The Parent Company also applied with the PSE for the listing of the preferred shares, which
the PSE approved for listing on the main board of the PSE on November 8, 2017. The
PSE approval covers only the initial tranche of 50,000,000 preferred shares under the shelf
registration.
The preferred shares were offered at the price of P100.00 per share resulting in an additional
paid-in capital of P4.9 billion, analyzed as follows:
Total issuance price P 5,000,000,000

Amount of shares issued at par value 50,000,000
Excess of proceeds over par value 4,950,000,000
Direct issuance costs ( 46,485,651 )
Additional paid-in capital P 4,903,514,349
18.3 Treasury Shares
On February 6, 2019, the BOD approved the Parent Company’s P2.0 billion share buyback
program which is to be implemented for a period of 18 months or until August 1, 2020.
The said buyback program excludes the participation of the majority shareholders. As of
December 31, 2019, the Parent Company has repurchased 89.0 million shares for
P1.27 billion (see Note 31). These repurchased shares are presented as Treasury Shares in
the 2019 consolidated statement of financial position and do not form part of the
outstanding shares.
Under the Revised Corporation Code of the Philippines, a stock corporation can purchase
or acquire its own shares provided that it has unrestricted retained earnings to cover the
shares to be purchased or acquired. The equivalent amount of retained earnings is
considered restricted.
18.4 Retained Earnings

The BOD approved the following cash dividend declarations in 2019, 2018 and 2017:
Amount Date of
per share Declaration Record Payment Amount
2019
Preferred
1.506575 Feb. 1, 2019 Feb. 18, 2019 Mar. 1, 2019 P 75,328,750
1.506575 Feb. 1, 2019 May 15, 2019 Jun. 1, 2019 75,328,750
1.506575 Feb. 1, 2019 Aug. 15, 2019 Sep. 1, 2019 75,328,750
1.506575 Feb. 1, 2019 Nov. 15, 2019 Dec. 1, 2019 75,328,750
P 301,315,000
- 73 -
Amount Date of
per share Declaration Record Payment Amount
2018
Common
P0.25 Feb. 5, 2018 Feb. 20, 2018 Mar. 6, 2018 P 1,379,497,680
P0.30 Nov. 5, 2018 Nov. 20, 2018 Nov. 27, 2018 1,655,397,216
3,034,894,896
Preferred
P1.506576 Feb. 19, 2018 Feb. 27, 2018 Mar. 1, 2018 75,328,750
P1.506576 May 7, 2018 May 23, 2018 Jun. 1, 2018 75,328,750
P1.506576 Jul. 30, 2018 Aug. 20, 2018 Sept. 1, 2018 75,328,750
P1.506576 Jul. 30, 2018 Nov. 16, 2018 Dec. 1, 2018 75,328,750
301,315,000
P 3,336,209,896
2017
Common
P0.25 Feb. 6, 2017 Feb. 20, 2017 Mar. 6, 2017 P 1,379,497,680
P0.05 Nov. 6, 2017 Nov. 23, 2017 Dec. 1, 2017 275,899,536
P 1,655,397,216
Cash dividends declared in 2019, 2018 and 2017 were fully paid in the same year.
The Parent Company’s retained earnings are restricted to the extent of the cost of the
treasury shares as of the end of the reporting periods.
In 2018, the Group adopted PFRS 9 using the transitional relief as allowed by the standard.
This allowed the Group not to restate its prior period’s financial statements with respect to
the effect of this standard. Differences arising from the adoption of PFRS 9 in relation to
classification and measurement, and impairment of financial assets amounting to
P802.3 million are recognized in the opening balance of Retained Earnings in 2018.
18.5 Capital Management

The primary objective of the Group’s capital management is to ensure that debt and equity
capital are mobilized efficiently to support business objectives and maximize shareholder
value. The Group establishes the appropriate capital structure for its business, and thus,
allowing the necessary financial flexibility for its operations and providing sufficient cushion
to absorb cyclical industry risks.
The Group manages its capital structure and makes adjustment to it, in light of changes in
economic conditions. It considers its total liabilities and equity as capital and is not subject
to externally-imposed capital requirements.
The bonds require the Group to observe certain covenants, including, among others,
maintenance of financial ratios, incurrence or guarantee of additional debt, encumbrance for
borrowed money, and other covenants. These were complied with by the Group in 2019
and 2018.
- 74 -
19. REVENUES
The Group derives revenues from sale of real properties and hotel operations. An analysis
of the Group’s major sources of revenues is presented below.
Notes 2019 2018 2017
Real estate sales

Low-cost mass housing P 3,824,298,435 P 5,525,764,601 P 5,192,512,378
Medium-rise condominium 2,386,196,242 2,730,480,016 2,755,329,735
High-rise condominium 8,172,335,789 3,421,624,666 2,222,974,864
Developed subdivision lots 1.2 490,390,346 - -
14,873,220,812 11,677,869,283 10,170,816,977
Rental income 12, 25, 27 16,469,214 12,508,357 10,874,080
P15,276,505,158 P 11,745,874,361 P 10,181,691,057
As discussed in Note 2.14, the Group usually recognizes sale of real estate at a point in time.
Recently, however, as discussed in Note 5, the Group has started offering sale of pre-
completed real estate, which its newly acquired subsidiary, Genvi, also offers to its
subdivision lots. Thus, the Group now also recognizes revenue over time.
The breakdown of contract balances as of December 31, 2019 is as follows:
Notes
Contract assets 8 P 65,005,815

Contract liabilities 14 ( 858,291,119 )
(P 793,285,304 )
A reconciliation of the movements of contract balances is shown below.
Contract assets
Balance at beginning of year P -
Contract assets from the acquired subsidiary 33,573,749
Contract assets during the year 27,773,146
Balance at end of year P 65,005,815
Contract liabilities
Balance at beginning of year P -
Contract liabilities from the acquired subsidiary 1,223,589,553
Revenue recognized that was included in contract
liabilities ( 418,030,992 )
Increase due to cash received excluding amount
recognized as revenue during the year 52,732,558
Balance at end of year P 858,291,119
The transaction price allocated to the unsatisfied performance obligation amounted to

P1.0 billion as of December 31, 2019.
- 75 -
20. COST OF SALES AND SERVICES
Cost of sales and services consists of:

Note 2019 2018 2017
Cost of sales: 9
Houses and lots P 2,599,034,222 P 2,585,974,482 P 2,341,021,635
Medium-rise condominium 1,140,959,980 1,085,120,332 1,179,382,479
High-rise condominium 2,868,882,812 1,592,774,417 1,002,872,109
Developed subdivision lots 244,287,338 - -
6,853,164,352 5,263,869,231 4,523,276,223
Cost of services:
Rental services 265,056 1,774,863 -
157,596,983 18,110,773 -
P 7,010,761,335 P5,281,980,004 P 4,523,276,223
Cost of sales is further broken down as follows:
2019 2018 2017
Land and land development P 1,553,195,292 P 1,350,930,288 P 1,180,345,114

Construction costs 5,299,969,060 3,912,938,943 3,342,931,109
P 6,853,164,352 P 5,263,869,231 P 4,523,276,223
Construction costs include contractor’s costs, professional fees, permits and licenses and
capitalized borrowing costs.
21. OPERATING EXPENSES
Operating expenses consist of:

Notes 2019 2018 2017
Commission P 767,070,731 P 518,489,233 P 386,491,730

Documentation 14 368,312,230 353,856,036 313,865,991
Taxes and licenses 264,466,040 258,771,880 190,662,965
Salaries and employees benefits 24.1, 27.2 161,295,821 143,952,161 147,750,908
Expected credit
and impairment losses 8, 27 112,394,407 83,902,837 -
Depreciation and amortization 11, 12, 13 110,338,448 73,826,231 55,194,011
Security, messengerial and
janitorial 12 89,353,701 64,316,497 63,177,123
Management and professional fees 87,077,579 60,722,448 44,634,427
Repairs and maintenance 83,195,522 75,092,281 51,310,888
Advertising and promotional 59,663,289 78,585,404 107,763,529
Transportation and travel 12 57,970,446 39,463,705 32,866,573
Communication, light and water 12 49,846,373 35,768,137 35,076,641
Entertainment, amusement
and representation 43,924,598 30,751,734 21,700,744
Losses from assets written-off 8 37,137,321 - 12,079,339
Rent 25.1 25,330,108 23,029,643 17,542,012
Supplies 16,924,617 13,211,175 11,290,250
Insurance 12,585,421 11,619,838 7,789,983
Subscription dues and fees 18.2 9,516,593 6,009,891 11,317,852
Loss on repossession 9 - 97,680,357 112,683,872
Miscellaneous 117,922,935 16,574,787 61,081,416
P 2,474,326,180 P 1,985,624,275 P 1,684,280,254

- 76 -
Commissions are payments to real estate brokers and agents in connection with its real
estate transaction.
Documentation expenses consist of certification fees, registrations fees, tax clearances and
other related expenses incurred in the processing of real estate inventories sales and transfer
of titles to the buyers.
22. FINANCE COSTS
This consists of:
Notes 2019 2018 2017
Interest expense on:

Loans payable 16 P 1,036,121,342 P 620,403,033 P 550,936,947
Bonds 17 560,058,465 559,872,605 559,872,605
Amortization of debt issue costs 17 24,627,038 23,085,294 21,640,077
Interest on pension obligation 24.2 248,100 217,503 431,504
Bank charges 682,072 997,005 1,373,566
P 1,621,737,017 P1,204,575,440 P1,134,254,699
23. OTHER OPERATING INCOME AND OTHER GAINS
23.1 Other Operating Income

This consists of:
Notes 2019 2018 2017
Interest income from:

Installment contract and
finance lease receivables 8 P 1,161,488,440 P1,187,286,755 P 1,409,973,764
Cash in banks and short-term
placements 7 56,018,721 9,163,979 1,852,155
Loans receivable 8 54,154,064 16,195,774 -
Gain on repossession of inventories 9 125,869,859 - -
Reversal of credit losses 8 87,764,931 - 11,683,504
Penalties 62,523,180 40,423,486 39,560,815
Miscellaneous 10 141,850,028 150,860,334 112,917,438
P 1,689,669,223 P1,403,930,328 P1,575,987,676
Miscellaneous income mainly includes retrieval fee, commission fees received from an
electric company, association dues, transfer fee, and rebates from an insurance company.
It also includes revenues from the use of the rooms allocated to the unsold ALRC preferred
shares (see Note 10).
- 77 -
23.2 Other Gains

This consists of:
Note 2019 2018 2017
Gain on sale of property

and equipment P - 130,437 350,000
Gain on sale of AFS securities 10 - - 20,927,172
P - P 130,437 P 21,277,172
24. EMPLOYEE BENEFITS
24.1 Salaries and Employee Benefits Expense

The details of salaries and employee benefits are presented below.
Notes 2019 2018 2017
Short-term employee benefits P 159,458,636 P 141,767,115 P 144,702,121

Post-employment benefits 24.2 1,837,185 2,185,046 3,048,787
21 P 161,295,821 P 143,952,161 P 147,750,908
24.2 Post-employment Benefits

(a) 8990 Holdings
In 2019 and 2018, 8990 Holdings has unfunded, noncontributory, defined benefit pension
plans covering substantially all of its regular employees. Under its pension plans, all covered
officers and employees are entitled to cash benefits after satisfying certain age and service
requirements. The benefits are based on the projected pension benefit of 22.5 days’ pay per
year service in accordance with RA 7641, Retirement Pay Law. The benefits are
based on current salaries and years of service and compensation on the last year of
employment. There is no contribution made by 8990 Holdings during the year.
(b) 8990 HDC, FHI and 8990 LHDC
8990 HDC, FHI, and 8990 LHDC have funded, noncontributory, defined benefit pension
plan covering substantially all of their regular employees. The benefits are based on the
projected pension benefit of 22.5 days’ pay per year service in accordance with RA 7641.
The benefits are based on current salaries and years of service and compensation on the last
year of employment. An independent actuary, using the projected unit credit method,
conducts an actuarial valuation of the pension benefit obligation.
The defined benefit plan is administered by a third party trustee bank (the Trustee).
The Trustee is responsible for the general administration of the pension plan and the
management of the plan assets.
The Trustee may seek advice of counsel and appoint an investment manager or managers to
manage the plan assets. As the administrator of the pension plan, the Trustee is responsible
for the ultimate control, disposition, or management of the money received or contributed.
- 78 -
The respective Companies have yet to formalize its investment policy and risk management
procedures for the pension plan. Currently, the assets of the pension plan are composed of
securities issued by the Philippine government and placements in banks.
The pension plan exposes the Group to actuarial risks, such as longevity risk, and market
(investment) risk. There are no unusual or significant risks to which the pension plan
exposes the Group. However, in the event a benefit claim arises under the pension plan and
the plan assets are not sufficient to pay the benefit, the unfunded portion of the claim shall
immediately be due and payable from the Group to the pension plan.
The cost of defined benefit pension plans, as well as the present value of the defined benefit
obligation, is determined using actuarial valuations. The actuarial valuation involves making
various assumptions. The principal assumptions used in determining the net pension
liability for the defined benefit plans are shown below.
2019 2018
Discount rates
FHI 5.11% 7.46%
8990 HDC 4.99% 7.41%
8990 LHDC 5.13% 7.46%
8990 Holdings 5.21% 7.52%
Salary increase rates

FHI 4.00% 5.00%
8990 HDC 4.00% 5.00%
8990 LHDC 4.00% 5.00%
8990 Holdings 4.00% 5.00%
The composition of plan assets by class as at the end of the reporting period is as follows:
2019 2018
Cash P 20,472 P 642,777
Equity instruments 9,970,000 9,600,000
Investment securities:
Government securities 1,750,801 1,590,991
Unit investment trust funds (UITF) 1,573,374 269,849
Others 19,409 16,398
P 13,334,056 P 12,120,015
Equity instruments and government securities are quoted instruments, while UITFs have
prices published in available markets. These instruments are carried at fair value which are
determined based on quoted market prices in active markets, hence, classified as Level 1 in
the fair value hierarchy.
Plan assets do not comprise of any of the Group’s own financial instruments or any of its
assets occupied and/or used in its operations.
- 79 -
The Group does not expect that any reasonably possible changes to the assumptions used to
calculate the defined benefit obligation as of the end of the reporting period would have a
significant impact on the Group’s net pension liability.
The Group does not expect to contribute to its pension plan in 2019.
Shown below is the maturity analysis of the undiscounted benefit payments.
2019 2018
Less than one year P 788,333 P 72,153

More than one year to five years 10,967,474 9,446,744
More than five years to 10 years 4,819,336 6,469,993
The average duration of the defined benefit obligation at the end of the reporting period is
and 18 years in 2019 and 2018, respectively.
- 80 -
Changes in the carrying amount of retirement benefit obligation of the Group are as follows:
2019
Net benefit cost in consolidated statement of
comprehensive income Remeasurements in other comprehensive income
Actuarial Actuarial
Return on plan changes arising changes arising
assets (excluding from changes from changes
Current Net interest amount included in demographic in financial Experience December 31,
January 1, 2019 service cost (see Note 22) Subtotal in net interest) assumptions assumptions adjustments Subtotal 2019
Present value of
defined benefit
obligation P 15,560,384 P 1,837,185 P 1,146,875 P 18,544,444 P - P 233,577 P 2,727,037 P 2,409,051 P 5,369,665 P 23,914,109
Fair value of plan
assets 12,120,015 - 898,775 13,018,790 315,266 - - - 315,266 13,334,056
Net defined benefit

obligation P 3,440,369 P 1,837,185 P 248,100 P 5,525,654 (P 315,266) P 233,577 P 2,727,037 P 2,409,051 P 5,684,931 P 10,580,053
2018
Net benefit cost in consolidated statement of
comprehensive income Remeasurements in other comprehensive income
Actuarial Actuarial
Return on plan changes arising changes arising
assets (excluding from changes from changes
Current Net interest amount included in demographic in financial Experience December 31,
January 1, 2018 service cost (see Note 22) Subtotal in net interest) assumptions assumptions adjustments Subtotal 2018
Present value of
defined benefit
obligation P 15,739,291 P 2,185,046 P 910,006 P 18,678,037 P - (P 6,500,208 ) P 4,126,020 (P 743,465) (P 3,117,653) P 15,560,384
Fair value of plan
assets 12,001,791 - 692,503 12,694,294 ( 574,279) - - - ( 574,279) 12,120,015
Net defined benefit

obligation P 3,737,500 P 2,185,046 P 217,503 P 5,983,743 P 574,279 (P 6,500,208) P 4,126,020 (P 743,465) (P 2,543,374) P 3,440,369
The maximum economic benefit available is a combination of expected refunds from the plan and reductions in future contributions.
The Group’s net defined benefit obligation of P10.6 million and P3.4 million as of December 31, 2019 and 2018, respectively, is included as Retirement
benefit obligation in the Trade and Other Payables in the Group’s consolidated statements of financial position (see Note 14).
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25. LEASES
25.1 The Group as a Lessee
The Parent Company has an existing non-cancellable operating lease as a lessee covering
its office premises with a term of one year and renewable annually. In 2019 and 2018,
the Parent Company renewed the lease for another year.
In 2014, 8990 Holdings entered into another non-cancellable operating lease as a lessee
covering a corporate suite for a term of one year; expiring on June 22, 2015 which was
renewed and expired in September 2016. It was no longer renewed but 8990 HDC took
over the lease within a term expiring on June 21, 2017 with renewal option. In 2019 and
2018, 8990 HDC renewed the lease for another year.
FHI, 8990 HDC and 8990 LHDC entered into separate non-cancellable lease agreements
for their office and parking spaces. Except for 8990 LHDC, the Group’s lease periods
ranges from two to three years, which are renewable thereafter upon mutual agreement
of both parties. The lease of 8990 LHDC is renewable annually upon mutual agreement
of the contracting parties.
The future minimum rentals payable under these operating leases as of December 31,
2018 are as follows:
Within one year P 10,012,314

After one year but not
more than three years 6,823,775
P 16,836,089
25.2 The Group as a Lessor – Operating Lease
8990 HDC owns a building and a portion of it is currently leased to a third party which is
covered by an operating lease contract for a period of 10 years starting 2007. Rent
income recognized by 8990 HDC amounted to P9.6 million, P5.9 million, and
P4.9 million in 2019, 2018 and 2017, respectively (see Notes 12 and 19).
In 2014, FHI and 8990 HDC entered into a contract of lease with ALRC on the land
where the building and improvements sold to ALRC are constructed. The contract of
lease provides a lease term of 50 years, with an annual rent of P5.0 million for the first
10 years. After 10 years, the lease rate shall increase to a rate agreed by both parties.
However, on October 23, 2018, 8990 HDC and ALRC agreed to pre-terminate the
contract of lease. Rent income recognized by the Group amounted to P5.2 million in
2019 and P4.5 million both in 2018 and 2017 (see Notes 12 and 19).
In 2018, 8990 LHDC leased out its investment properties to another third party, for a
period of three years with provision for automatic annual renewal unless formally
terminated by either party. Rent income from investment properties amounted to
(see Notes 13 and 19).P1.7 million, P2.1 million and P1.5 million in 2019, 2018 and 2017,
respectively.
- 82 -
Future minimum lease receivables under non-cancellable operating leases are as follows:
2019 2018 2017
Less than one year P 6,384,286 P 4,464,286 P 7,309,414

More than one year but not
more than two years 5,904,286 4,464,286 9,402,658
More than two years but not
more than three years 4,964,286 4,464,286 9,402,658
More than three years but not
more than four years 4,964,286 4,464,286 9,402,658
More than four years but not
more than five years 4,964,286 4,464,286 9,402,658
More than five years 167,310,714 171,875,000 415,277,768
P 192,992,144 P 194,196,430 P 460,197,814
25.3 The Group as a Lessor – Finance Lease
The Group also entered into a finance lease covering the real estate inventories with a
lease term of 15 years. To manage its risks over these finance leases, the Group retains
its legal title over the underlying assets, and are used as securities over the finance lease
receivables. Future minimum lease payments receivable (MLPR) are as follow:
2019 2018 2017
Less than one year P 30,953,285 P 21,278,199 P 7,093,450

More than one year but not
more than two years 30,953,285 21,278,199 7,093,450
More than two years but not
more than three years 30,953,285 21,278,199 7,093,450
More than three years but not
more than four years 30,953,285 21,278,199 7,093,450
More than four years but not
more than five years 30,953,285 21,278,199 7,093,450
More than five years 355,997,060 468,070,903 145,118,869
P510,763,485 P574,461,898 P 180,586,119
26. INCOME TAXES
26.1 Current and Deferred Taxes

The components of income tax expense reported in profit or loss consists of:
2019 2018 2017
Current:
Regular corporate income
tax (RCIT) P 273,111,294 P 238,255,581 P 374,758,154
Minimum corporate income
tax (MCIT) 2,662,352 315,818 -
Final tax 482,651 1,816,475 2,103,670
276,256,297 240,387,874 376,861,824
Deferred tax expense (income) 4,573,519 ( 237,530,302 ) ( 78,484,938 )
Tax expense P 280,829,816 P 2,857,572 P 298,376,886

- 83 -
Current income taxes include RCIT at 30% and final taxes paid at the rate of 20.0% on
peso-denominated cash in banks, which is a final withholding tax on gross interest
income.
The NIRC of 1997 also provides for rules on the imposition of MCIT of 2.0% on gross
income as of the end of the taxable year beginning on the fourth taxable year
immediately following the taxable year in which the entities in the Group commenced its
business operations. Any excess MCIT over the RCIT can be carried forward on an
annual basis and credited against the RCIT for the three immediately succeeding taxable
years.
A reconciliation of the Group’s statutory income tax rate to effective income tax rate is
presented below.
2019 2018 2017
Statutory income tax rate 30.00% 30.00% 30.00%

Tax effects of:
Income under income tax holiday (26.53%) (15.64%) (17.45%)
Change in unrecognized deferred
tax assets 3.22% 1.62% 1.22%
Non-taxable income (1.36%) (8.39%) (4.10%)
Non-deductible expenses 1.42% 1.43% 2.85%
Income subjected to final tax (0.01%) (0.02%) (4.41%)
Others (1.95%) (5.70%) (1.36%)
Tax expense 4.79% 0.06% 6.75%
The Group recognized net deferred tax liabilities as follows:
2019 2018
Deferred tax liabilities on:

Excess of fair value over cost of acquired
subsidiary P 665,577,597 P -
Excess of accounting basis over tax
basis of deferred gross profit on
real estate sales 397,097,468 325,615,474
Capitalized commission 13,128,832 -
1,075,803,897 325,615,474
Deferred tax assets on:

Allowance for impairment losses 137,972,947 71,084,244
Accrued expenses 65,109,778 52,006,352
Retirement benefit obligation 2,734,446 1,356,373
205,817,169 124,446,969
Net deferred tax liabilities P 869,986,728 P 201,168,505

- 84 -
The components of net deferred tax expense (benefit) reported in the consolidated
statements of profit or loss are as follows:
2019 2018 2017
Allowance for impairment losses P 34,709,730 (P 21,102,012 ) P 5,337,501

Excess of accounting basis over
tax basis of deferred gross profit
on real estate sales 27,70,141 ( 229,997,861 ) 73,102,608
Accrued expenses ( 12,443,730 ) 17,048,316 ( 12,684,913 )
Retirement benefit obligation 730,615 ( 875,994 ) 2,724,078
Prepaid expenses - ( 2,602,751 ) ( 758,996 )
Net deferred tax benefit P 4,753,519 (P 237,530,302 ) ( P 78,484,938 )
The Parent Company, ERDC, and RLC did not recognize deferred tax assets on the
following temporary differences since management believes that it is not probable that
the related benefits will be realized in the future:
2019 2018
NOLCO P 1,790,099,013 P 1,806,195,032

MCIT 1,634,878 315,818
Retirement benefit obligation 362,947 4,239,155
P 1,792,099,838 P 1,810,750,005
Details of the Group’s NOLCO, which are mostly that of the Parent Company, follow:
Year Incurred Amount Expired/Used Balance Expiry Year
2019 P 598,059,705 P - P 598,059,705 2022

2018 588,578,046 - 588,578,046 2021
2017 603,461,262 - 603,461,262 2020
2016 614,155,724 ( 614,155,724 ) -
P2,404,254,737 ( P 614,155,724 ) P 1,790,099,013
The NIRC of 1997 allows each of the entities in the Group to deduct from taxable
income their respective NOLCO within three years from the time it was incurred.
RA 9504, An Act Amending the NIRC of 1997, provides that an optional standard
deduction (OSD) equivalent to 40.0% of gross income may be claimed as an alternative
deduction in computing for the RCIT. The entities in the Group did not claim OSD in
lieu of the itemized deductions.
- 85 -
26.2 Registration with Board of Investments (BOI)

The Group has registered the following projects with the BOI under the Omnibus
Investments Code of 1987 (Executive Order No. 226) as of December 31, 2018:
Project Name Reg. No. Date Registered ITH Period Registered Activity
Deca Homes Minglanilla 2008-158 July 14, 2008 4 years Developer of Low-cost
Subdivision Phase 3 Mass Housing Project
Deca Homes Minglanilla 2008-159 July 14, 2008 4 years Developer of Low-cost
Deca Homes Mandaue 2008-309 November 14, 2008 4 years Developer of Low-cost
Prime Mass Housing Project
Deca Homes Mactan 3 2008-315 November 20, 2008 4 years Developer of Low-cost
Mass Housing Project
Deca Homes Resort 2009-038 May 4, 2009 4 years Developer of Low-cost
Residences Mass Housing Project
Deca Homes Minglanilla 2009-082 June 19, 2009 4 years Developer of Low-cost
Homes Mass Housing Project
Deca Homes Nothfield 2009-157 November 11, 2009 4 years Developer of Low-cost
Estates Mass Housing Project
Deca Homes Talisay 2009-193 December 17, 2009 4 years Developer of Low-cost
Deca Homes Minglanilla 2010-003 January 8, 2010 3 years Developer of Low-cost
Deca Homes Minglanilla 2010-004 January 8, 2010 3 years Developer of Low-cost
Savannah Green Plains 2010-068 March 22, 2010 3 years Expanding Developer of
Phase 3 Low-cost Mass Housing
Project
Deca Homes Mactan 4 2010-127 July 13, 2010 4 years Developer of Low-cost
Deca Homes Pavia 2010-128 July 13, 2010 4 years Developer of Low-cost
Deca Homes Esperanza 2011-009 January 10, 2011 4 years Developer of Low-cost
Deca Homes Mactan 5 2011-008 January 10, 2011 4 years New Developer of Low-
cost Mass Housing Project
Deca Homes Resort 2011-007 January 10, 2011 3 years Developer of Low-cost
Residences Phase 10 Mass Housing Project
Bon Giorno Homes 2011-035 February 8, 2011 4 years New Developer of Low-
Subdivision cost Mass Housing Project
Deca Homes Resort 2011-119 July 5, 2012 3 years Developer of Low-cost
Residences Phase 8-A Mass Housing Project
Residences Phase 8-B Mass Housing Project
Residences Phase 8-C Mass Housing Project
Azalea Baguio Residences 2012-174 August 22, 2012 4 years New Operator of Tourist
Accommodation Facility -
Apartment Hotel
Bella Vista Subdivision 2013-049 February 18, 2012 4 years New Developer of Low-
cost Mass Housing Project
Urban Homes Tipolo 2013-062 March 8, 2013 3 years New Developer of Low-
Condominium cost Mass Housing Project
Deca Homes Resort 2014-109 July 22, 2014 3 years Expanding Developer of
Residences Phase 9 Low-cost Mass Housing
Project
Deca Homes Indangan 2014-128 August 15, 2014 4 years New Developer of Low-
Phase 1 cost Mass Housing Project
Deca Homes Resort 2014-129 August 15, 2014 3 years Expanding Developer of
Residences Phase 12 Low-cost Mass Housing
Project
Deca Homes Baywalk - 2014-172 October 8, 2014 3 years Expanding Developer of
Talisay II Low-cost Mass Housing
Project
- 86 -
Project Name Reg. No. Date Registered ITH Period Registered Activity
Deca Homes Resort 2014-174 October 9, 2014 3 years Expanding Developer of

Residences Executive Low-cost Mass Housing
Project
Deca Homes Pavia Phase 2 2014-189 October 28, 2014 3 years Expanding Developer of
Low-cost Mass Housing
Project
Deca Homes Indangan 2014-190 October 18, 2014 3 years New Developer of Low-
Phase 2 cost Mass Housing Project
Urban Deca Homes Tisa 2015-200 September 28, 2015 3 years New Developer of Economic
And Low-Cost Housing
Project
Deca Homes Our Lady of 2015-201 September 28. 2015 3 years New Developer of Economic
Guadalupe and Low-Cost Housing
Project
Deca Homes Pavia Resort 2015-202 September 28, 2015 4 years New Developer of Economic
Residences and Low-Cost Housing
Project
Urban Deca Homes 2015-234 September 28, 2015 3 years Developer of Low-cost Mass
Campville Housing Project
Marseilles Subdivision 2015-235 November 2, 2015 4 years New Developer of Economic
and Low-Cost Housing
Project
Deca Clark Residences & 2015-236 November 3, 2015 3 years Expanding Developer of
Resort Phase 3&4 Economic and Low-Cost
Housing Project
Deca Clark Residences & 2015-237 November 3, 2015 3 years Expanding Developer of
Resort Phase 7&8 Economic and Low-Cost
Housing Project
Deca Homes Resort 2015-273 December 14, 2015 3 years New Developer of Economic
Residences Prime and Low-Cost Housing
Project
Deca Homes Baywalk - 2016-205 October 4, 2016 3 years Expanding Developer of
Talisay III Low-cost Mass Housing
Project
Urban Deca Homes H. 2016-206 October 4, 2016 3 years New Developer of Economic
Cortes and Low-Cost Housing
Project
Urban Deca Homes 2016-254 December 14, 2016 4 years New Developer of Economic
Hampton and Low-Cost Housing
Project
Urban Deca Homes 2017-004 January 4, 2017 3 years New Developer of
Manila Economic and Low-Cost
Housing Project
Deca Homes Mulig 2017-264 September 11, 2017 4 years New Developer of Economic
and Low-Cost Housing
Project
Deca Homes Pavia Resort 2017-291 October 25, 2017 3 years Expanding Developer of
Residences Phase 2 Economic and Low-Cost
Housing Project
Urban Deca Homes 2017-336 December 13, 2017 4 years New Developer of
Marilao Subd Economic and Low-cost
Housing Project
Mahogany and Low-Cost Housing
Project
Urban Deca Homes 2017-337 February 8, 2018 4 years New Developer of Economic
Marilao and Low-Cost Housing
Project
Urban Deca Homes 2017-337 March 13, 2018 4 years New Developer of Economic
South Bacolod and Low-Cost Housing
Project
Tisa 2 and Low-Cost Housing
Project
- 87 -
Pursuant to the above registrations, the Group had been granted income tax holiday
(ITH) or a period of three to four years from the date of registration or actual start of
commercial operation, whichever is earlier, subject to certain conditions. Interest income
from in-house financing is not covered by ITH.
The Group shall be entitled to ITH provided that it maintains a 75:25 debt-equity ratio as
required by the BOI. In the event that the Group fails to maintain the ratio requirement,
the Group shall present evidence that the construction of housing units have been
completed and delivered to the buyers prior to the availment of ITH; otherwise, the
Group shall not be entitled to ITH and shall be required to refund any capital incentives
availed.
The Group’s debt-to-equity ratios per subsidiary that has BOI-registered projects is as
follows:
8990 HDC 8990 LHDC FHI 8990 DHDC
2019 2018 2019 2018 2019 2018 2019 2018
Total liabilities P26,332,976,778 P21,647,506,400 P1,628,835,794 P 2,572,603,361 P1,079,705,643 P 1,206,132,184 P1,069,448,039 P 1,239,806,228
Total equity 23,868,366,419 25,143,656,823 2,487,617,589 2,043,944,191 3,208,586,619 3,212,737,292 677,679,940 655,836,979
Debt to equity ratio 52:48 46:54 40:60 56:44 25:75 27:73 61:39 65:35
The Group is in compliance with BOI’s required ratio as of the end of each reporting
period.
27. RELATED PARTY TRANSACTIONS
The Group has entered into transactions with related parties principally consisting of
cash advances and reimbursement of expenses. Settlement of outstanding balances of
advances is made through cash or offsetting as maybe agreed by the parties. As of
December 31, 2019 and 2018, the Group recognized allowance for credit losses relating
to amounts owed by related parties. This assessment is undertaken each financial year by
examining the financial position of the related party through liquidity approach and
considered time value of money as well as the market in which the related party operates
[see Note 4.1(a)(iii)].
27.1 Related Party Transactions and Outstanding Balances

The summary of the Group’s transactions and the related outstanding balances with
related parties is presented below and in the succeeding page.
2019
Amount of
Category Transactions Outstanding Balance Terms and Conditions
Stockholders
Due from related parties (P 18,979,076 ) P 256,724,287 Noninterest-bearing, payable
on demand, unsecured, gross
of P19,797,772 allowance
for credit losses
Due to related parties 26,792,727 ( 17,290,289 ) Noninterest-bearing, payable
on demand, unsecured
Dividends 301,315,000 - Cash dividends declared by
Parent Company
- 88 -
2019
Amount of
Entities under common control

Due from related parties P 250,226,439 P 1,046,542,104 Noninterest-bearing, payable
for credit losses
Due to related parties ( 32,712,667 ) ( 66,477,163) Noninterest-bearing, payable
Rental income 4,464,286 - See Notes 12, 13 and 25
Key management personnel

Compensation 28,796,156 -
Plan assets - 13,334,056 See Note 24
2018
Amount of
Stockholders
Due from related parties (P 17,396,948 ) P 275,703,363 Noninterest-bearing, payable
for credit losses
Due to related parties ( 6,071,285 ) ( 23,210,229 ) Noninterest-bearing, payable
Dividends 3,336,209,896 - Cash dividends declared by
Parent Company
Entities under common control

Due from related parties 553,783,134 796,315,665 Noninterest-bearing, payable
for credit losses
Due to related parties 80,766,448 ( 33,764,496 ) Noninterest-bearing, payable
Group
Rental income 4,464,286 - See Notes 12, 13 and 25
Key management personnel

Compensation 31,539,083 -
Plan assets - 12,120,015 See Note 24
Other related parties are entities owned and controlled by the certain shareholders of the
Group which are considered related to the Group by virtue of common ownership and
control.
The details of the Group’s due from related parties are presented below.
2019 2018
Balance at beginning of year P 1,007,656,721 P 535,632,842

Cash advances provided 404,913,621 931,719,419
Collections ( 109,303,950 ) ( 103,418,758 )
Allowance for credit losses ( 72,596,422 ) ( 64,362,307 )
Offsetting - ( 291,914,475 )
Balances at end of year P 1,230,669,970 P 1,007,656,721

- 89 -
A reconciliation of the allowance for credit losses at the beginning and end of 2019 is
shown below.
2019 2018
Balance at beginning of year P 64,362,307 P 42,498,698

Impairment losses during the year 8,234,115 21,863,609
Balances at end of year P 72,596,422 P 64,362,307
The expected credit losses recognized is presented as part of Expected credit loss and
impairment losses under Other Operating Expenses (see Note 21).
8990 HDC entered into an agreement with 8990 Commercial Management Corporation
(8990 CMC), an entity owned by a major stockholder, wherein the investment property
of the former will be used, managed and maintained by the latter. Any income generated
by and any expenses related to the property shall be for the account of 8990 CMC
(see Note 12).
The Group shoulders the administrative/accounting cost of certain other related parties
at no cost.
27.2 Key Management Compensation

The key management personnel of the Group include all directors, executive, and
members of senior management. The compensation and short-term benefits of key
management personnel amounted to P27.4 million, P31.0 million and P30.0 million in
2019, 2018 and 2017, respectively (see Note 21). Post-employment benefits of key
management personnel amounted to P1.4 million, P0.5 million, and P1.5 million in 2019,
2018 and 2017, respectively (see Note 24.1).
28. COMMITMENTS, PROVISIONS AND CONTINGENCIES
28.1 Provisions and Contingencies
In the normal course of business, the Group is involved in various commitments

wherein contingencies are also involved. In the opinion of the management, such
contingencies will not have a material effect on the Group’s consolidated financial
statements. Nevertheless, there were certain provisions for probable losses in 2019, 2018
and 2017 that were recognized by the Group. Total provisions for probable losses
recognized as at December 31, 2019 and 2018 amount to P61.9 million and P53.3 million
and are presented as part of Others in Trade and Other Payables (see Note 14). The
details of these provisions were not disclosed since these may prejudice the position of
the Group.
- 90 -
28.2 Commitments
The 8990 Group and the related entities have a contractual commitment to be jointly and
severally liable for all of their monetary obligations to a local bank as disclosed in
Note 16.
29. EARNINGS PER SHARE
Basic EPS is calculated by dividing the net profit for the year by the weighted average
number of common shares outstanding during the reporting period (adjusted for any
stock dividends, if any).
The following table reflect the net profit and share data used in the basic/diluted EPS
computations:
2019 2018 2017
Net profit P 5,578,520,034 P 4,674,897,835 P 4,138,767,843

Divided by weighted average number
of common shares 5,428,957,420 5,517,990,720 5,517,990,720
Basic/diluted EPS P 1.03 P 0.85 P 0.75
There were no potential dilutive common shares in 2019, 2018 and 2017.
30. NOTES TO CONSOLIDATED STATEMENTS OF CASH FLOWS
30.1 Supplemental Information on Non-cash Operating and Investing Activities

The following are the significant non-cash transactions of the Group:
(a) 2019
 Inventories increased by P5.0 billion as a result of the repossessions due to

cancellation of sales recognized in the prior years (see Note 9). Also, the
increase is affected by the additional inventories, as a result of the Group’s
acquisition of Genvi during the year (see Note 1).
 The Group recognized interest income from loans to a third party amounting
to P53.6 million, of which, P5.3 million was uncollected as at December 31,
2019 (see Note 8).
 In 2019, the Group acquired a subsidiary for a total consideration of

P2.3 billion, of which, P410.0 million remains unpaid as of December 31, 2019
and is presented as part of Trade and Other Payables account in the 2019
consolidated statement of financial position. Also, P566.7 million of the total
consideration was paid in 2018.
- 91 -
(b) 2018
 The Group recognized a building and transportation equipment amounting to

P543.1 million and P1.0 million, respectively, as a result of the rescission of the
Deed of Absolute Sale between 8990 HDC and ALRC (see Notes 10 and 11).
 Inventories increased by P2.0 billion as a result of repossessions due to

cancellations of sales recognized in prior years (see Note 9).
(c) 2017
 The inventories increased by P1.7 billion as a result of repossessions due to

cancellations of sales recognized in prior years (see Note 9).
 The Group reclassified the advances to PLI and its stockholders amounting to
P530.0 million from Trade and Other Receivables to Land Held for Future
Development upon consummation of PLI’s acquisition (see Note 9).
30.2 Reconciliaiton of Liabilities Arising from Financing Activities

Presented below is the reconciliation of the Group’s liabilities arising from financing
activities, which includes both cash and non-cash changes.
Due to
Related Parties Bonds Payable Loans Payable
(see Note 27) (see Note 17) (see Note 16) Total
Balance at January 1, 2019 P 56,974,725 P 8,951,507,702 P 15,007,080,238 P 24,015,562,665

Cash flows from financing activities:
Advances received 26,792,727 - - 26,792,727
Loan availments - - 13,539,033,930 13,539,033,930
Loan repayments - - ( 10,961,256,942) ( 10,961,256,942 )
Non-cash financing activities -
Amortization of bond issue costs - 24,627,038 - 24,627,028
Balance at December 31, 2019 P 83,767,452 P 8,976,134,740 P 17,584,857,226 P 26,644,759,418
Balance at January 1, 2018 P 131,669,888 P 8,928,422,408 P 13,630,440,894 P 22,690,533,190

Cash flows from financing activities:
Advances received 317,606,794 - - 317,606,794
Advances settled ( 100,387,482) - - ( 100,387,482 )
Loan availments - - 8,693,144,320 8,693,144,320
Loan repayments - - ( 7,316,504,976 ) ( 7,316,504,976 )
Non-cash financing activities -
Advances offset ( 291,914,475) - - ( 291,914,475 )
Amortization of bond issue costs - 23,085,294 - 23,085,294
Balance at December 31, 2018 P 56,974,725 P 8,951,507,702 P 15,007,080,238 P 24,015,562,665

- 92 -
31. EVENTS AFTER THE REPORTING DATE
31.1 Outbreak and Impact of COVID-19
In December 2019, a novel strain of corona virus, COVID-19, was reported to have
surfaced in China. The World Health Organization has declared the outbreak as a
‘public health emergency of international concern.’ COVID-19 started to become
widespread in the Philippines in early March 2020. This caused the government to
declare a state of public health emergency in the country followed by the implementation
of enhanced quarantine and social distancing measures and restrictions within the Luzon
area with other cities and provinces in the country enacting similar measures thereafter.
This resulted in a wide-ranging business suspension - disrupting the supply chains,
affecting production and sales across a range of industries, and weakening the stock
market. From management’s perspective, the severity of these consequences will depend
on certain developments, including the duration and spread of the outbreak, valuation of
assets, and impact on the Group’s customers, suppliers, and employees.
The Group has determined that the foregoing events are non-adjusting subsequent
events. Accordingly, such events had no impact on the Group’s consolidated financial
statements as at and for the year ended December 31, 2019.
While management understands that a prolonged disruption of businesses not only in the
Philippines but globally may be detrimental to the Group, it also sees opportunities that
it is now evaluating to ensure business continuity. Accordingly, management is very
actively monitoring the financial condition and operations of each of the subsidiaries and
is prepared to seize any opportunity that comes their way.
Currently, management is preparing for the Group’s maturing obligations. To better

manage the situations, management has made a baseline assessment of the Group’s
ability to weather the impact of the crisis and determined that the impact on the Group is
likely insignificant based on available information as at the issuance date of the
consolidated financial statements for the year ended December 31, 2019.
The following are the highlights of the analysis:
 The Group’s units sales for the first half of 2020 is 48% better than the same
period in 2019 and 13% above budget for 2020, which shows that its sales is not
hampered by the crisis.
 In terms of liquidity, management’s cash flow projections show that it will have
sufficient cash to meets its working capital requirements. There are various
activities being implemented by management such as migration of its buyers’
contract to sell to Home Development Mutual Fund and sale of its receivables to
financial institutions. The Group is expecting to generate significant cash flows
of about P7.1 billion from its existing agreement with a financial institution.
 The Group recalibrated its construction schedule to be more resource efficient

while allowing it to meet its annual target by focusing more of its resources on
projects that are more saleable. However, all planned acquisitions of land for
future development have been put on hold while putting priority on construction
of residential real estate rather than development of hotel buildings.
- 93 -
On March 29, 2020, the Parent Company suspended its Share Buyback Program as part
of its counter measures in respect of the potential impact of COVID-19 as it continues
to spread. Management believes that the suspension is the prudent course of action
given the uncertainty and challenges arising from this pandemic (see Note 18.3). As at
the same date, the Parent Company has already repurchased 126.6 million of its shares,
which amounts to P1,806.5 million. As of July 27, 2020, the Parent Company’s common
share price is at P8.67 or a market capitalization of P46.7 billion.
The Group continues to closely monitor the situation and is taking appropriate actions to
optimize cash flows and minimize costs. The Group has also activated business
continuity plans, both at the corporate level and business operations level, and conducted
scenario planning and analysis to activate contingency plans.
31.2 Dividend Declaration
On February 3, 2020, the Parent Company’s BOD approved the declaration of cash
dividend on its 50.0 million Series A preferred shares at a rate of 6.0263% per share or
P301.3 million, payable to preferred stockholders of record as of February 17, 2020 and
payable on March 2, 2020.
ANNEX F
COVER SHEET
C S 2 0 0 5 1 1 8 1 6
8 9 9 0 H O L D I N G S , I N C .
(Company's Full Name)
1 1 F L I B E R T Y C E N T E R, 1 0 4 H V D E L A
C O S T A, S A L C E D O V I L L A G E, M A K A T I
(Business Address: No. Street City / Town / Province)
(632) 4789659/5333915/5333917
Chief Finance Officer
Contact Person/s Company Telephone Number
SEC Form 17-Q

0 3 3 1 0 7 2 8
March 31,2020
Calendar Year Annual Meeting
33 30 3
File Number LCU
Document I.D. Cashier
STAMPS
SEC FORM 17-Q
QUARTERLY REPORT PURSUANT TO SECTION 17 OF THE SECURITIES

REGULATION CODE AND SRC RULE 17(2)(b) THEREUNDER
1. For the quarterly period ended March 31, 2020
2. Commission identification number CS 2005 11 816
3. BIR Tax Identification No 239-508-223-000
4. Exact name of issuer as specified in its charter
8990 HOLDINGS, INC.
5. Province, country or other jurisdiction of incorporation or organization Metro Manila, Philippines
6. Industry Classification Code: (SEC Use Only)
7. Address of issuer's principal office Postal Code
11F Liberty Center, 104 HV Dela Costa, Salcedo Village, Makati City, 1200 Philippines
8. Issuer's telephone number, including area code (632) 4789659/5333915/5333917
9. Former name, former address and former fiscal year, if changed since last report N/A
10.Securities registered pursuant to Sections 8 and 12 of the Code, or Sections 4 and 8 of the RSA
Number of shares of common stock

Title of each Class outstanding and amount of debt
outstanding
Common 5,517,990,720
Preferred Shares 50,000,000
Fixed Rate Bonds 9,000,000,000
11. Are any or all of the securities listed on a Stock Exchange?

Yes [√ ] No [ ]
If yes, state the name of such Stock Exchange and the class/es of securities listed therein:
Class of Securities Listed: Common Shares
12. Indicate by check mark whether the registrant:
(a) has filed all reports required to be filed by Section 17 of the Code and SRC Rule 17 thereunder or
Sections 11 of the RSA and RSA Rule 11(a)-1 thereunder, and Sections 26 and 141 of the
Corporation Code of the Philippines, during the preceding twelve (12) months (or for such shorter
period the registrant was required to file such reports)
Yes [√ ] No [ ]
(b) has been subject to such filing requirements for the past ninety (90) days.
Yes [√ ] No [ ]
PART I--FINANCIAL INFORMATION
Item 1. Financial Statements.
8990 HOLDINGS, INC AND SUBSIDIARIES

Unaudited Consolidated Statements of Financial Position (in Philippine Peso)
31-Mar 31-Dec
2020 2019 2019 2018
ASSETS
Current Assets
Cash on hand and in banks 576,195,126 456,984,638 853,902,368 2,143,615,711
Current portion of trade and other receivables 4,558,614,849 3,633,112,293 4,406,960,663 3,158,894,392
Inventories 38,458,610,316 31,637,713,263 36,925,318,545 29,131,375,817
Due from related parties 1,971,609,868 1,492,896,696 1,230,669,970 1,007,656,721
Other current assets 4,424,849,457 4,162,342,363 4,377,768,039 4,262,146,435
Total Current Assets 49,989,879,616 41,383,049,252 47,794,619,585 39,703,689,076
Noncurrent Assets
Trade and other receivables - net of current portion 19,139,627,867 17,364,185,667 17,790,085,254 17,268,916,719
Available for sale securities 1,212,863,555 1,349,484,111 1,212,863,555 1,349,484,111
Property and equipment 803,597,140 1,351,303,367 808,466,409 826,474,150
Investment properties 304,373,548 265,579,227 313,096,011 183,805,148
Goodwill 526,474,833 - 526,474,833 -
Other noncurrent assets 365,596,205 252,120,345 374,463,516 312,130,501
Total Noncurrent Assets 22,352,533,148 20,582,672,717 21,025,449,579 19,940,810,628
72,342,412,764 61,965,721,969 68,820,069,163 59,644,499,705

Current Liabilities
Current portion of trade and other payables 6,052,844,348 4,834,465,827 6,438,856,129 5,703,346,881
Current portion of loans payable 13,952,542,851 8,188,055,914 11,828,160,185 7,242,845,485
Bonds payable 8,391,497,498 8,385,745,688
Deposits from customers 853,701,449 522,382,423 905,526,780 518,309,156
Due to related parties 78,688,308 338,302,472 83,767,452 56,974,725
Income tax payable 88,476,508 48,350,929 82,233,768 65,555,280
Total Current Liabilities 29,417,750,961 13,931,557,564 27,724,290,002 13,587,031,527
Noncurrent Liabilities
Trade and other payables - net of current portion 1,059,949,361 60,099,037 1,059,949,361 190,176,308
Loans payable - net of current portion 6,790,621,778 8,777,487,856 5,756,697,041 7,764,234,753
Bonds payable 590,794,002 8,957,182,592 590,389,052 8,951,507,702
Deferred tax liability 869,986,728 354,420,711 869,986,728 201,168,505
Total Noncurrent Liabilities 9,311,351,867 18,149,190,197 8,277,022,181 17,107,087,268
Total Liabilities 38,729,102,828 32,080,747,761 36,001,312,184 30,694,118,795
Equity
Capital Stock 5,567,990,720 5,567,990,720 5,567,990,720 5,567,990,720
Additional paid-in capital 9,303,641,204 9,303,641,204 9,303,641,204 9,303,641,204
Treasury Shares (1,717,709,658) (243,347,368) (1,266,523,478)
Revaluation reserve 794,938,306 937,243,793 794,938,306 937,243,793
Retained earnings 19,664,449,364 14,319,445,859 18,418,710,227 13,141,505,193
Total Equity 33,613,309,936 29,884,974,208 32,818,756,979 28,950,380,910
72,342,412,765 61,965,721,969 68,820,069,163 59,644,499,705
Unaudited Consolidated Statements of Comprehensive Income (in Philippine Peso)

2020 2019 2019 2018
REVENUES
Real estate sales 3,384,261,927 2,903,891,985 14,873,220,812 11,677,869,283
Rental income 1,398,870 1,292,690 16,469,214 12,508,357
Others 79,865,184 105,187,041 386,815,133 55,496,721
3,465,525,982 3,010,371,716 15,276,505,158 11,745,874,362
Gain on Sale of Preferred Shares - - - -
3,465,525,982 3,010,371,716 15,276,505,158 11,745,874,362
COST OF SALES AND SERVICES
Cost of real estate sales 1,492,750,142 1,291,063,385 6,853,164,352 5,263,869,231
Others 50,035,965 40,808,636 157,331,927 16,335,911
1,542,786,107 1,331,872,021 7,010,761,335 5,281,980,005
Gross Income 1,922,739,875 1,678,499,696 8,265,743,824 6,463,894,358
Operating Expenses 557,099,572 460,713,716 2,474,326,180 1,985,624,275
Other Operating Income 256,044,922 298,369,168 1,689,669,223 1,403,930,328
Finance Costs 269,338,731 292,825,288 1,621,737,017 1,204,575,440
Operating Income 1,352,346,493 1,223,329,859 5,859,349,850 4,677,624,970
Other Income - - - 130,437
Income Before Income Tax
from Continuing Operations 1,352,346,493 1,223,329,859 5,859,349,850 4,677,755,408
Provision for Income Tax 31,377,637 45,389,192 280,829,816 2,857,572
Net Income 1,320,968,857 1,177,940,666 5,578,520,034 4,674,897,835
Other Comprehensive Loss - - (142,305,487) 83,935,932
Total Comprehensive Income 1,320,968,857 1,177,940,666 5,436,214,547 4,758,833,767
Unaudited Consolidated Statements of Changes in Equity (in Philippine Peso)
For the years

Actuarial Gain ended
FairMarch 31, 2020
Value Gain on
on Post- Investment
Balance at January 1, 2020 5,567,990,720 - (1,266,523,478) 9,303,641,204 (5,620,730) 800,559,036 - 794,938,306 18,418,710,227 32,818,756,980
Treasury Shares (451,186,180) - (451,186,180)
Balance at March 31, 2020 5,567,990,720 - (1,717,709,658) 9,303,641,204 (5,620,730) 800,559,036 - 794,938,306 19,664,449,364 33,613,309,936
Balance at January 1, 2019 5,567,990,720 - 9,303,641,204 64,201 937,179,592 937,243,793 13,141,505,193 28,950,380,910
Treasury Shares (1,266,523,478) - (1,266,523,478)
Other Comprehensive Income (5,684,931) (5,684,931) (5,684,931)
Comprehensive income for the year (136,620,556) (136,620,556) 5,578,520,034 5,441,899,478
Balance at December 31, 2019 5,567,990,720 - (1,266,523,478) 9,303,641,204 (5,620,730) 800,559,036 - 794,938,306 18,418,710,227 32,818,756,979
Balance at January 1, 2018
As previously reported 5,567,990,720 - 9,303,641,204 (2,479,173) - - (2,479,173) 11,832,097,031 26,701,249,782
Effect of adoption of PFRS 9 855,787,034 855,787,034 (53,451,381) 802,335,653
As restated 5,567,990,720 - 9,303,641,204 (2,479,173) 855,787,034 - 853,307,861 11,778,645,650 27,503,585,435
Cash dividends declared by the Parent Company - - - - - (3,336,209,896) (3,336,209,896)
Comprehensive income for the year - -
Net income - 4,674,897,835 4,674,897,835
Other comprehensive income 2,543,374 105,564,162 108,107,536 108,107,536
Transfer of fair value gain on investment securities at FVOCI - - - (24,171,604) - (24,171,604) 24,171,604 -
Balance at December 31, 2018 5,567,990,720 - 9,303,641,204 64,201 937,179,592 - 937,243,793 13,141,505,193 28,950,380,910
For three months ended March

Actuarial 31, 2019
Gain Fair Value Gain on
on Post- Investment
Balance at January 1, 2019 5,567,990,720 - - 9,303,641,204 64,201 937,179,592 - 937,243,793 13,141,505,193 28,950,380,910
Cash dividends declared by the Parent Company - - -
Treasury Shares (243,347,368) - (243,347,368)
Balance at March 31, 2019 5,567,990,720 - (243,347,368) 9,303,641,204 64,201 937,179,592 - 937,243,793 14,319,445,859 29,884,974,208
Unaudited Consolidated Statements of Cash Flows (in Philippine Peso)
2020 2019 2019 2018

Income before income tax 1,352,346,493 1,223,329,859 5,859,349,850 4,677,755,407
Adjustments for:
Interest income (213,435,495) (267,627,146) (1,217,507,161) (1,212,646,509)
Finance cost 248,624,463 292,519,112 1,596,179,807 1,181,272,643
Write-off of assets - - 37,137,321 -
Provision for credit and impairment losses - - 112,394,407 74,788,837
Amortization of discount on bonds payable 6,156,759 5,674,890 24,627,038 23,085,294
Loss (gain) on repossession - - (125,869,859) 97,680,357
Gain on sale of AFS
Gain on sale of building and improvements - - (130,437)
Retirement Expense - - 1,837,185 2,185,046
Operating income before changes in working capital 1,416,253,952 1,276,446,791 6,398,487,036 4,917,816,869
Trade and other receivables (1,501,196,799) (569,486,849) (1,330,792,994) 2,924,002,315
Inventories (1,633,067,073) (3,061,957,527) (4,966,678,832) (2,813,358,839)
Other assets (38,214,108) 159,814,228 (659,650,525) (2,051,701,326)
Increase (decrease) in:
Trade and other payables (386,011,781) (998,958,324) 441,091,671 1,371,747,790
Deposits from customers (51,825,331) 4,073,267 387,217,624 76,833,397
Net cash used in operations (2,194,061,140) (3,190,068,415) 269,673,980 4,425,340,206
Interest received 229,011,078 267,663,997 1,169,174,348 1,196,297,372
Income tax paid (25,134,897) 90,658,663 (259,577,808) (329,683,420)
Net cash from (used in) operating activities (1,990,184,959) (2,831,745,753) 1,179,270,520 5,291,954,158
Acquisition of business (1,360,765,328) (566,661,963)
Cash advance to related parties (5,079,144) 281,327,747 (404,913,621) (931,719,419)
Loans granted to a third party (82,947,517) (314,005,923)
Collections of advances to related parties 109,303,950 103,418,758
Interest received from loans to a third party 48,332,813 16,195,773
Acquisitions of:
Property and equipment (73,320,142) (78,241,258) (41,820,902)
Investment properties - (135,337,479) (827,457)
Proceeds from (Acquisition of) Investment properties (250,000) - -
Proceeds from:
Sale of AFS 32,031,175
Disposal of property and equipment 466,410
Net cash used in investing activities (5,079,144) 207,757,605 (1,904,568,440) (1,702,923,549)
Availment (retirement) of loans payable 3,158,307,403 1,958,463,532 2,577,776,988 1,376,639,344
Interest paid on loans and bonds (248,624,463) (292,519,112) (1,631,734,875) (1,080,483,953)
Decrease (increase) in the amount of due from related parties (740,939,898) (485,239,975) 26,792,727 217,219,312
Buyback of shares (Treasury shares) (451,186,180) (243,347,368) (1,266,523,478)
Payment of cash dividends - - (301,315,000) (3,336,209,896)
Net cash provided by financing activities 1,717,556,862 937,357,077 (595,003,638) (2,822,835,193)
Effect of changes in foreign exchange rates on hand and in banks - - - -
Net increase (decrease) in cash on hand and in banks (277,707,242) (1,686,631,073) (1,320,301,558) 766,195,416
Cash of newly acquired subsidiary 30,588,215
Cash Balance at the beginning of the year 853,902,368 2,143,615,711 2,143,615,711 1,377,420,295
Cash Balance at the end of the year 576,195,126 456,984,638 853,902,368 2,143,615,711

Notes to Unaudited Consolidated Financial Statements
1. Summary of Significant Accounting Policies
Basis of Preparation
The accompanying unaudited financial statements have been prepared in accordance with
Philippine Accounting Standard (PAS) 34, Interim Financial Reporting. The interim condensed
financial statements do not include all the information and disclosures required in the annual
financial statements, and should be read in conjunction with the Company’s annual financial
statements as at December 31, 2019.
The preparation of the financial statements in compliance with Philippine Financial Reporting
Standards (PFRS) requires management to make estimates and assumptions that affect the
amounts reported in the financial statements and accompanying reports. The estimates and
assumptions used on the accompanying unaudited financial statements are based upon
management’s evaluation of relevant facts and circumstances which are used as indicators
affecting the results as of the date of the unaudited financial statements. Actual results could
differ from such estimates.
The accompanying unaudited financial statements have been prepared on a historical cost basis.
Further, this has been presented in Philippine peso, the functional currency of 8990 Holdings, Inc.
All values are rounded to the nearest peso except when otherwise indicated.
2. Basis of Consolidation
The unaudited consolidated financial statements include the financial statements of the Parent
Company and the following wholly owned subsidiaries:
• 8990 Housing Development Corporation
• Fog Horn, Inc.
• 8990 Luzon Housing Development Corporation
• 8990 Davao Housing Development Corporation
• 8990 Mindanao Housing Development Corporation
• 8990 Leisure and Resorts Corporation
Control is achieved when the Parent Company is exposed, or has the rights, to variable returns
from its involvement with the investee and has the ability to affect those returns through its power
over the investee. Specifically, the Parent Company controls an investee if and only if the Parent
Company has:
• Power over the investee (i.e. existing rights that give it the current ability to direct the
relevant activities of the investee);
• Exposure or rights to variable returns from its involvement with the investee; and
• The ability to use its power over the investee to affect its returns.
When the Group has less than a majority of the voting or similar rights of an investee, the Group
considers all relevant facts and circumstances in assessing whether it has the power over an
investee, including:
• The contractual arrangement with the other voting shareholders of the investee
• Rights arising from other contractual arrangements
• The Group’s voting rights and potential voting rights
The Group reassesses whether or not it controls an investee if facts and circumstances indicate
that there are changes to one or more of the three elements of control. Consolidation of a
subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group
loses control of the subsidiary. Assets, liabilities, income, expenses and other comprehensive
income (OCI) of a subsidiary are included in the financial statements from the date the Group gains
control until the date the Group ceases to control the subsidiary.
Profit or loss and each component of OCI are attributed to the equity holders of the Parent
Company and to the non-controlling interests, even if this results in the non-controlling interests
having a deficit balance. The consolidated financial statements are prepared for the same
reporting period as the Parent Company’s financial statements, using consistent accounting
policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to
transactions between members of the Group are eliminated in full on consolidation.
Changes in the Parent Company’s ownership interest in a subsidiary that do not result in a loss of
control are accounted for within equity. Any difference between the amount by which the non-
controlling interests are adjusted and the fair value of the consideration paid or received is
recognized directly in equity and attributed to the owners of the Parent Company.
When a change in ownership interest in a subsidiary occurs which results in a loss of control over
the subsidiary, the Parent Company:
• Derecognizes the assets (including goodwill) and liabilities of the subsidiary
• Derecognizes the carrying amount of any non-controlling interests
• Recognizes the fair value of the consideration received
• Recognizes the fair value of any investment retained
• Recognizes any surplus or deficit in profit or loss
• Reclassifies the Parent Company’s share of components previously recognized in OCI to
profit or loss or retained earnings, as appropriate, as would be required if the Group had
directly disposed of the related assets or liabilities
When there are business combinations in which all the combining entities within the Group are
ultimately controlled by the same ultimate parent (i.e. controlling shareholders) before and after
the business combination and the control is not transitory (business combinations under common
control), the Group accounts for such business combinations similar to a pooling of interests. The
assets and liabilities of the acquired entities and that of the Group are reflected at their carrying
values in the stand-alone financial statements of the investee companies. The difference in the
amount recognized and the fair value of the consideration given is accounted for as an equity
transaction, i.e., as either a contribution or distribution of equity. Further, when a subsidiary is
disposed in a common control transaction without loss of control, the difference in the amount
recognized and the fair value consideration received, is also accounted for as an equity
transaction.
The Group recorded the above difference as Equity Reserve and is presented as a separate
component of equity in the consolidated statement of financial position. Comparatives shall be
restated to include balances and transactions as if the entities had been acquired at the beginning
of the earliest period presented in the consolidated financial statements, regardless of the actual
date of combination.
The Group consolidated the assets, liabilities, income and expenses of the Parent Company
starting May 2012, which was the date when the controlling shareholders acquired or gained
control over the Parent Company.
3. Segment Information
For management’s 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
four reportable operating segments as follows:
Low-cost mas Mass Housing

This segment pertains to the housing market segment of the Group. It caters to the development
and sale of residential lots and units.
Medium-rise Condominium Units

This segment pertains to the medium-rise condominium segment of the Group. It caters to the
development and sale of condominium units.
High-rise Condominium Units

This segment pertains to the high-rise condominium segment of the Group. It caters to the
development and sale of condominium units with more than four (4) storeys.
Hotel Operations
This segment pertains to the activities from hotel operations, which are considered incidental
revenues while the Group has not yet sold all of the timeshares of its vacation hotel, Azalea Baguio
Residences.
The hotel operation’s peak season is during the holiday and summer seasons. For other
supplementary businesses, there is no significant seasonality that would materially affect their
operations. This information is provided to allow for a proper appreciation of the results of the
Company’s operations.
The Group has only one geographical business segment as all the assets and liabilities are located
in the Philippines. The Group derives all of its revenues from domestic operations. Thus,
geographical business segment information is not presented. No operating segments have been
aggregated to form the above operating business segments.
Management monitors the operating results of its operating segments separately for the purpose
of making decisions about resource allocation and performance assessment. Segment
performance is evaluated based on segment operating income or loss. The presentation and
classification of segment revenues and expenses are consistent with the consolidated statements
of comprehensive income. This segment information is presented monthly to the Parent
Company’ BOD who is the Chief Operating Decision Maker. Finance income consists on interest
earned from installment contract receivables and deposits in banks.
The amount of segment assets and liabilities are based on the measurement principles that are
similar with those used in measuring the assets and liabilities in the statement of financial position
which is in accordance with PFRS. Capital expenditures represent acquisitions of ‘Land held for
future development’, ‘Property and equipment’, and ‘Investment properties’. The Group has no
significant customer which contributes 10% or more of their segment revenue.
4. Cash on Hand and in Banks

31-Mar 31-Dec
2020 2019 2019 2018
Cash on hand 22,830,182 13,360,594 22,536,313 11,036,127
Cash in banks 553,364,944 443,624,044 831,366,055 2,132,579,584
576,195,126 456,984,638 853,902,368 2,143,615,711
5. Trade and Other Receivables

31-Mar 31-Dec
2020 2019 2019 2018
Trade Receivables
Installment contract receivables 2,754,718,890 1,106,787,064 2,634,787,842 1,045,810,025
Finance Lease Receivables 10,962,314 49,518,866 21,278,199
Advances to external marketing managers 60,856,698 60,856,698 60,856,698 60,856,698
Retention Receivables 1,082,668,539 652,268,932 1,150,201,828 1,037,059,685
Receivables from employees 594,886,649 436,209,667 507,462,799 495,681,725
Contract assets 65,005,815 65,005,815
Other Receivables 349,309,743 1,665,988,223 298,920,612 841,606,497
4,918,408,647 3,922,110,584 4,766,754,461 3,502,292,829
Less: Allowance for impairment losses 359,793,798 288,998,291 359,793,798 343,398,437
4,558,614,849 3,633,112,293 4,406,960,663 3,158,894,392
Non current
Trade Receivables
Installment contract receivables 17,657,405,359 16,370,981,256 16,888,662,265 16,508,118,092
Finance Lease Receivables 1,085,269,068 - 504,469,549 446,792,704
Loans Receivable 396,953,440 396,953,440 314,005,923
Retention Receivables - 993,204,411 - -
19,139,627,867 17,364,185,667 17,790,085,254 17,268,916,719
23,698,242,716 20,997,297,959 22,197,045,917 20,427,811,111
Eighty one percent (81%) of total receivables of the Company are on long-term basis. Current portion
of installment contract receivables stands at PhP2,765.7 million which pertains to portion of
receivables from buyers due within one (1) year.
6. Inventories
31-Mar 31-Dec
2020 2019 2019 2018
Real estate inventories
Low-cost mass housing 21,865,108,601 12,655,085,305 19,543,242,901 12,795,931,788
Medium-rise condominium units 1,260,653,404 2,214,639,928 1,693,461,140 1,466,450,795
High-rise condominium units 15,332,848,311 16,767,988,029 15,688,614,504 14,868,993,234
38,458,610,316 31,637,713,263 36,925,318,545 29,131,375,817
7. Available for Sale Securities

Azalea Resorts Residences Corporation (ALRC) acquired the building, which is the subject of
the timeshare inventory of the Company. The Company in turn invested in the common
shares (representing 45% ownership) and in the preferred shares of ALRC. ALRC’s primary
purpose is to operate, maintain and/or manage a membership club. ALRC’s preferred shares
represent membership rights to the club including the right to use a specific unit of the
building acquired from the Group and other facilities/amenities for one day per calendar year.
8. Other Assets
31-Mar 31-Dec
2020 2019 2019 2018
Current
Advances to contractors and brokers 3,747,829,291 3,343,569,415 3,555,673,047 3,470,575,004
Input tax 180,597,470 392,325,884 337,661,047 401,731,915
Advances to landowners 157,974,773 202,799,200 126,814,119 202,799,200
Creditable withholding tax 216,969,414 56,574,097 213,484,734 107,170,936
Prepaid expenses 87,320,460 129,921,348 112,056,869 84,993,113
Advances to brokers 39,969,681 37,801,628 39,969,681 37,801,628
Others 99,563,572 12,342,364 47,483,745 12,449,843
4,530,224,660 4,175,333,937 4,433,143,242 4,317,521,638
4,474,849,457 4,162,342,363 4,377,768,039 4,262,146,435
Non-current
Deposits 253,518,777 155,339,106 160,161,205 154,914,523
Investment in joint operations 127,322,806 91,231,192
Software cost 44,782,402 1,492,522 49,364,636 1,492,522
Right of use assets - net 4,872,301 4,872,301
Others 214,934,700 96,900,000 35,254,541 67,004,238
518,108,179 253,731,629 376,975,490 314,642,475
515,596,205 252,120,345 374,463,516 312,130,501
4,990,445,663 4,414,462,707 4,752,231,555 4,574,276,936
9. Property and Equipment
31-Mar-20
Unaudited
Land Leasehold Machineries and Transportation
Land Building Improvements Improvements Furnitures and Fixtures Equipment Vehicles Construction in Progress Total
Cost
Balances at beginning of year 107,405,010 610,023,700 10,458,647 31,182,531 127,932,343 115,365,420 142,711,875 27,975,413 1,173,054,939
Additions -
Transfers/Disposals -
Balances at end of year 107,405,010 610,023,700 10,458,647 31,182,531 127,932,343 115,365,420 142,711,875 27,975,413 1,173,054,939
Accumulated Depreciation and Amortization

Balances at beginning of year - 65,519,356 10,458,647 18,394,817 75,785,836 79,233,865 106,226,011 - 355,618,531
Depreciation and Amortization - 856,482 1,080,800 4,217,038 3,037,767 4,647,181 13,839,269
Transfers/Disposals - -
Balances at end of year - 66,375,838 10,458,647 19,475,617 80,002,874 82,271,632 110,873,191 - 369,457,800
Accumulated Impairment Losses

Balances at beginning of year - - - - - - - - -
Provision for impairment loss - - - - - - - - -
Balances at end of year - - - - - - - - -
Net Book Value 107,405,010 543,647,862 0 11,706,914 47,929,469 33,093,788 31,838,683 27,975,413 803,597,140
31-Mar-19
Unaudited
Land Leasehold Machineries and Transportation
Land Building Improvements Improvements Furnitures and Fixtures Equipment Vehicles Construction in Progress Total
Cost
Additions - - 29,915,172 14,976,067 8,085,706 20,343,197 73,320,142
Transfers/Disposals - 472,796,024 472,796,024
Balances at end of year 107,405,010 1,081,853,551 10,458,647 28,941,424 136,509,648 88,732,834 147,662,211 39,366,523 1,640,929,847

Depreciation and Amortization 1,384,081 0 914,042 9,154,827 5,043,433 4,790,566 - 21,286,950
Transfers/Disposals -
- - -
Balances at beginning of year 8,970,000 - - - - - - 8,970,000
Balances at end of year 8,970,000 - - - - - - - 8,970,000
Net Book Value 98,435,010 1,045,220,691 (0) 14,431,436 71,221,711 27,819,322 54,808,674 39,366,523 1,351,303,367
31-Dec-19
Unaudited
Land Leasehold Machineries and Transportation Construction in
Land Building Improvements Improvements Furnitures and Fixtures Equipment Vehicles Progress Total
Cost
Additions - 966,173 - 2,241,108 21,337,867 38,008,653 6,735,370 8,952,087 78,241,258
Transfers/Disposals - - - - - 3,600,000 (3,600,000) - -
4,093,779.80 141,817,896 5,623,938 151,535,613
Depreciation and Amortization - 30,270,576 - 4,798,871 19,652,726 23,063,786 18,463,040 - 96,249,000
Transfers/Disposals - - - - - 300,000 (300,000) - -

Balances at beginning of year 8,970,000 - - - - - - - 8,970,000
Net Book Value 98,435,010 544,504,344 0 12,787,715 52,146,507 36,131,555 36,485,864 27,975,413 808,466,409
31-Dec-18
Unaudited
Land Leasehold Machineries and Transportation Construction in
Land Building Improvements Improvements Furnitures and Fixtures Equipment Vehicles Progress Total
Cost
Balances at beginning of year 107,405,010 57,548,576 10,458,647 20,687,019 85,982,371 66,943,489 141,847,857 26,618,286 517,491,255
Additions - 543,075,127 - 8,254,405 20,662,551 6,813,278 6,293,948 838,864 585,938,173
Transfers/Disposals - 8,433,824 - - (50,446) - (8,565,300) (8,433,824) (8,615,746)
- - - -
Depreciation and Amortization - 12,307,110 41,324 3,656,167 16,308,546 12,767,868 23,691,931 - 68,772,945
Transfers/Disposals - - - - (32,790) - (8,246,983) - (8,279,773)

Balances at beginning of year 8,970,000 - - - - - - - 8,970,000
Net Book Value 98,435,010 573,808,748 0 15,345,478 50,461,366 17,886,688 51,513,534 19,023,326 826,474,150
10. Investment Properties
31-Mar-20
Unaudited
Land Building Land Improvements Total
Cost
Balances at beginning of year 245,122,977 9,737,805 101,171,390 356,032,171
Additions - -
Transfers/Reclassification to REI -
Balances at end of year 245,122,977 9,737,805 101,171,390 356,032,171

Balances at beginning of year - 4,383,233 38,552,928 42,936,161
Depreciation and Amortization 992,757 7,729,706 8,722,463
Balances at end of year - 5,375,990 46,282,634 51,658,624
Net Book Value 245,122,977 4,361,815 54,888,755 304,373,548
31-Mar-19
Unaudited
Cost
Additions - -
Transfers/Reclassification to REI 83,037,661 83,037,661

Depreciation and Amortization 110,408 1,153,174 1,263,582
Net Book Value 119,030,686 4,780,621 141,767,921 265,579,227
31-Dec-19
Audited

Cost
Additions 126,092,291 905,175 8,340,013 135,337,479
Transfers/Reclassification to REI - -
1,767,625 5,623,938 5,705,064
Depreciation and Amortization - 441,631 5,604,984 6,046,616
- 383,559,019
Net Book Value 245,122,977 5,354,572 62,618,462 313,096,011
31-Dec-18
Audited

Cost
Additions - - 827,457 827,457
Transfers/Reclassification to REI (107,761,205) - (107,761,205)
- - -
Depreciation and Amortization - 441,631 4,611,654 5,053,286
- -
Net Book Value 119,030,686 4,891,029 59,883,433 183,805,148
11. Trade and Other Payables

31-Mar 31-Dec
2020 2019 2019 2018
Current
Trade and accounts payables 2,242,353,988 1,394,072,398 2,552,798,595 2,391,507,096
Accrued expenses 2,067,650,847 1,350,364,995 2,216,431,615 1,912,505,106
Interest Payable 69,023,651 232,273,913 181,056,192 216,611,260
Retention payables 633,946,989 461,554,626 365,376,921
Withholding tax payables 41,470,743 102,434,579 75,499,691 94,852,634
Construction bonds 75,385,068 67,658,270 77,830,455 64,252,002
Net out put tax 107,327,959 193,379,852 101,803,864 174,806,382
Lease liabilities 4,991,632 4,991,632 -
Others 810,693,471 1,494,281,820 746,606,954 483,435,480
6,052,844,348 4,834,465,827 6,418,573,624 5,703,346,881
Non-current
Trade and accounts payables 56,518,874 - -
Contract liability 858,291,119 858,291,119 -
Pension Liability 10,580,053 3,580,163 10,580,053 3,440,369
Retention payables 191,006,930 191,006,930 186,735,939
Lease Liabilities 71,259 - 71,259 -
1,059,949,361 60,099,037 1,059,949,361 190,176,308
7,112,793,709 4,894,564,864 7,478,522,985 5,893,523,189
12. Loans Payable
31-Mar 31-Dec
2020 2019 2019 2018
Short-term loans payable 13,952,542,851 8,188,055,914 11,828,160,185 7,242,845,485
Long-term loans payable 6,790,621,778 8,777,487,856 5,756,697,041 7,764,234,753
20,743,164,629 16,965,543,770 17,584,857,226 15,007,080,238
13. Deposits from Customers

This account represents downpayments made by the real estate buyers for the purchase of
residential housing units and timeshares. Once the residential unit is ready for occupancy,
delivered and accepted by the buyer, the amount is removed from the liability account and is
classified as part of sales.
14. Revenue
Three Months Ended March 31 Years Ended December 31

2020 2019 2019 2018
Real estate
Low-cost mass housing 1,027,678,228 1,319,690,947 4,314,688,780 5,525,764,601
Medium-rise condominium units 534,140,705 877,930,268 2,386,196,242 2,730,480,016
High-rise condominium units 1,822,442,995 706,270,770 8,172,335,789 3,421,624,666
3,384,261,927 2,903,891,985 14,873,220,812 11,677,869,283
Rental income 1,398,870 1,292,690 16,469,214 12,508,357
Hotel operations 79,865,184 105,187,041 386,815,132 55,496,721
3,465,525,982 3,010,371,716 15,276,505,158 11,745,874,361
Sale of Timeshares - - - -
3,465,525,982 3,010,371,716 15,276,505,158 11,745,874,361
15. Cost of Sales and Services


2020 2019 2019 2018
Real estate
Low-cost mass housing 568,772,728 635,003,188 2,843,321,560 2,585,974,482
Medium-rise condominium units 281,390,646 382,785,994 1,140,959,980 1,085,120,332
High-rise condominium units 642,586,767 273,274,203 2,868,882,812 1,592,774,417
1,492,750,142 1,291,063,385 6,853,164,352 5,263,869,231
Cost of hotel operations 50,035,965 40,808,636 157,331,927 16,335,910
1,542,786,107 1,331,872,020 7,010,761,335 5,281,980,004
Timeshare and Hotel Operations
Timeshare - - - -
1,542,786,107 1,331,872,020 7,010,761,335 5,281,980,004
16. Operating Expenses

2020 2019 2019 2018
Marketing and selling 178,429,822 148,056,419 767,070,731 518,489,233
Documentation 102,763,920 60,488,080 368,312,230 353,856,036
Taxes and licenses 88,961,528 70,572,887 264,466,040 258,771,880
Salaries and employee benefits 30,146,078 19,602,563 161,295,821 143,952,161
Advertising and promotional 26,458,667 59,663,286 78,585,404
Management and professional fees 23,614,942 14,409,270 87,077,579 60,722,448
Communication, light and water 10,679,360 11,391,680 49,846,373 35,768,137
Expected credit and impairment losses 112,394,407 83,902,837
Security, messengerial and janitorial 17,127,582 15,504,556 89,353,701 64,316,497
Transportation and travel 9,684,479 21,141,276 57,970,446 39,463,705
Repairs and maintenance 29,588,458 24,966,446 83,195,522 75,092,281
Entertainment, amusement and representation 12,028,001 4,802,590 43,924,598 30,751,734
Donations and contributions -
Rent 5,315,127 6,721,131 25,330,108 23,029,643
Supplies 4,063,200 3,882,865 16,924,617 13,211,175
Insurance 646,313 2,932,554 12,585,421 11,619,838
Losses from assets wrirten off 37,137,321 -
Subscription dues and fees 5,326,045 1,991,150 9,516,593 6,009,891
Loss on repossession - 97,680,357
Miscellaneous 16,162,983 5,241,505 117,922,935 16,574,787
557,099,572 460,713,716 2,474,326,180 1,985,624,275
17. Finance Costs


2020 2019 2019 2018
Borrowings 103,522,362 147,417,011 1,036,121,342 620,403,033
Accretion - - 24,627,038 23,085,294
Bonds 145,102,101 145,102,101 560,058,465 559,872,605
Bank charges 20,714,268 306,176 930,173 997,005
Net interest expense on pension obligation - 217,503
269,338,731 292,825,288 1,621,737,017 1,204,575,440
18. Other Operating Income

2020 2019 2019 2018
Interest Income from:
Installment contract receivables 213,435,495 267,627,146 1,161,488,440 1,187,286,755
Cash in banks and long term investments 15,575,582 36,851 56,018,721 9,163,979
Loans receivable 54,154,064 16,195,774
Penalties 17,041,392 13,818,996 62,523,180 40,423,486
Gain on repossession of inventories - - 125,869,859 -
Maintenance fee 1,450,125 - -
Reversal of credit losses 87,764,931
Collection service fees - -
Loss on sale of a subsidiary
Gain on sale of unquoted debt security classified as loans
Miscellaneous 8,542,327 16,886,174 141,850,028 150,860,334
256,044,922 298,369,168 1,689,669,223 1,403,930,328
Item 2. Management Discussions and Analysis
Financial Highlights and Key Performance Indicators
Table below shows comparative consolidated balance sheet financial highlights of 8990 Holdings,
Inc. for three months ended March 31, 2020 and 2019, both unaudited.
Consolidated Balance Sheet As of March 31, 2020 As of March 31, 2019 Increase
Unaudited Unaudited Amount %
Total Assets 72,342,412,764 61,965,721,969 10,376,690,795 16.75%
Current Assets 49,989,879,616 41,383,049,252 8,606,830,363 20.80%
Trade Receivables 23,698,242,716 20,997,297,959 2,700,944,757 12.86%
Total Liabilities 38,729,102,828 32,080,747,761 6,648,355,068 20.72%
Current Liabilities 29,417,750,961 13,931,557,564 15,486,193,397 111.16%
Loans Payable 20,743,164,629 16,965,543,770 3,777,620,859 22.27%
Stockholder's Equity 33,613,309,936 29,884,974,208 3,728,335,728 12.48%
Permitted Liens 7,234,241,276 6,196,572,197
Loans under Permitted Liens 856,488,683 206,894,273
Table below shows comparative consolidated statement of income financial highlights of 8990
Holdings, Inc. for three months ended March 31, 2020 and 2019, both unaudited.
Consolidated Statements of As of March 31, 2020 As of March 31, 2019 Increase

Income Unaudited Unaudited Amount %
Revenue 3,465,525,982 3,010,371,716 455,154,266 15.12%
Gross Income 1,922,739,875 1,678,499,696 244,240,179 14.55%
Operating Expenses 557,099,572 460,713,716 96,385,856 20.92%
Net Operating Income 1,365,640,303 1,217,785,980 147,854,323 12.14%
EBITDA 1,644,246,957 1,538,705,224 105,541,733 6.86%
Net Income Before Tax 1,352,346,493 1,223,329,859 129,016,634 10.55%
Net Income After Tax 1,320,968,857 1,177,940,666 143,028,190 12.14%
Tables below show quarter one 2020 key performance indicators of the Company, with relevant
comparative figures.
Key Performance Indicators As of March 31, 2020 As of March 31, 2019 Bond Covenant
Unaudited Unaudited
Current Ratio 1.70 2.97 minimum 1.0
Net Debt to Equity Ratio 0.62 0.85 maximum 1.5
Debt Service Ratio* 4.03 5.21 minimum 1.25
Interest Coverage Ratio 13.19 8.26
*immediately preceding 12 months of the review period
Key Performance Indicators As of March 31, 2020 As of March 31, 2019

Unaudited Unaudited
Gross Margin 55.48% 55.76%
EBITDA Margin 47.45% 51.11%
Description of Consolidated Statements of Comprehensive Income Line Items
Revenue
8990 Holdings, Inc.’s (the Company) sales primarily comprise revenues received from its sales of low-
cost mass housing units and subdivision lots and medium-rise building housing units, as well as
revenues derived from its rental and hotel operations.
Cost of sales and services comprises of the Company’s costs of sales from its low-cost mass housing
sales of housing units and subdivision lots, costs of sales from sales of medium-rise condominium
units, costs of sales from sales of medium-rise condominium units, and costs of sales from rental and
hotel operations.
Operating Expenses
as other expenses).
Finance Costs
Other Income
income taxes, final taxes to be paid as well as deferred income tax liabilities recognized.
Three months ended March 31, 2020 compared to three months ended March 31, 2019
Revenue
For the three months ended March 31, 2020, the Company recorded consolidated revenue of
PhP3,465.5 million, an increase of 15% from consolidated revenue of PhP3,010.4 million recorded for
the three months ended March 31, 2019. The increase was mainly attributable to the increased sales
in NCR, Bacolod and Davao.
The Company’s consolidated cost of sales and services for the three months ended March 31, 2020
was PhP1,542.8 million, an increase of 16% from consolidated cost of sales and services of PhP1,331.9
million recorded for the three months ended March 31, 2019. The increase was mainly attributable to
increased sales recorded for the period.
Gross Income
The Company’s consolidated gross income for the three months ended March 31, 2020 was
PhP1,922.7 million, an increase from consolidated gross income of PhP1,678.5 million recorded for
the three months ended March 31, 2019. The Company’s gross income margin for the three months
ended March 31, 2020 was 555%, compared to a gross income margin of 55.8% recorded for the three
months ended March 31, 2019. The Company attributes its strong and maintained gross income
margin to its sound internal financial planning policies with respect to land banking activities and
project budgeting process.
Operating Expenses
For the three months ended March 31, 2020, the Company recorded consolidated operating expenses
of PhP557.1 million, an increase of 21% from consolidated operating expenses of PhP460.7 million
recorded for the three months ended March 31, 2019.
Finance Costs
The Company’s consolidated finance costs for the three months ended March 31, 2020 were PhP269.3
million, a decrease from consolidated finance costs of PhP292.8 million recorded for the three months
ended March 31, 2019. The decrease was mainly attributable to decreased interest charged compared
to same period last year.
For the three months ended March 31, 2020, the Company recorded consolidated other income of
PhP256.0 million, a decrease from the consolidated other income of PhP298.4 million recorded for
the three months ended March 31, 2019. Interest income on the Company’s installment contract
receivables under its CTS Gold program contributes to the majority of the other income.
The Company’s consolidated income before income tax for the three months ended March 31, 2020
was PhP1,352.3 million, an increase from consolidated income before income tax of PhP1,223.3
million recorded for the three months ended March 31, 2019.
The Company’s consolidated provision for income tax for the three months ended March 31, 2020
was PhP31.4 million, a decrease from consolidated provision for income tax of PhP45.4 million
recorded for the three months ended March 31, 2019. The increase was mainly attributable to the
Company’s increased other income which are subject to income tax.
Net Income
As a result of the foregoing, the Company’s consolidated net income for the three months ended
March 31, 2020 was PhP1,321.0 million, a 12% increase from consolidated net income of PhP1,177.9
million recorded for the three months ended March 31, 2019. The Company’s consolidated net income
margin for the three months ended March 31, 2020 was 38.1%, compared to a consolidated net
income margin of 39.1% for the three months ended March 31, 2019.
Financial Position
As at March 31, 2020 compared to as at March 31, 2019
Assets
The Company’s consolidated cash on hand and in banks were PhP576.2 million as at March 31, 2020,
an increase from consolidated cash on hand and in banks of PhP457.0 million as at March 31, 2019.
The Company’s consolidated current portion of trade and other receivables were PhP4,558.6 million
as at March 31, 2020, an increase from consolidated current portion of trade and other receivables of
PhP3,633.1 million as at March 31, 2019.
Inventories
The Company’s consolidated inventories were PhP38,464.2 million as at March 31, 2020, an increase
of 22% from consolidated inventories of PhP31,637.7 million as at March 31, 2019. The increase is due
to increased inventory for low cost mass housing projects.
The Company’s consolidated due from related parties were PhP1,971.6 million as at March 31, 2020,
an increase from consolidated due from related parties of PhP1,492.9 million as at March 31, 2019.
The Company’s consolidated other current assets were PhP4,424.8 million as at March 31, 2020, an
increase from consolidated other current assets of PhP4,162.3 million as at March 31, 2019, primarily
due to increased advances to contractors in relation to construction on the Company’s development
projects.
The Company’s consolidated trade and other receivables-net of current portion were PhP19,139.6
million as at March 31, 2020, a 10% increase from consolidated trade and other receivables - net of
current portion of PhP17,364.2 million as at March 31, 2019. The increase was due to additional sales
which availed of in-house financing scheme.
The Company’s consolidated property and equipment was PhP803.6 million as at March 31, 2020, a
decrease from consolidated property and equipment of PhP1,351.3 million as at March 31, 2019.
The Company’s consolidated investment properties were PhP304.4 million as at March 31, 2020, an
increase from consolidated investment properties of PhP265.6 million as at March 31, 2019.
The Company’s other noncurrent assets were PhP365,6 million as at March 31, 2020, an increase from
other noncurrent assets of PhP252.1 million as at March 31, 2019.
Liabilities
The Company’s consolidated current portion of trade and other payables were PhP6,052.8 million as
at March 31, 2020, an increase from consolidated current portion of trade and other payables of
PhP4,834.5 million as at March 31, 2019. The increase is mainly due to increased advances to
contractors for downpayment of projects as well as increased accrued expenses for the accruals made
in relation to recognition of sales.
The Company’s consolidated current portion of loans payable were PhP13,952.5 million as at March
31, 2020, an increase from consolidated current portion of loans payable of PhP8,188.1 million as at
March 31, 2019. The increase was due to increased short-term borrowing of the Company.
The Company’s consolidated deposits from customers were PhP853.7 million as at March 31, 2020,
an increase from consolidated deposits from customers of PhP522.4 million as at March 31, 2019.
Increase were due to increased equity collections from Urban Deca Homes Ortigas project.
The Company’s consolidated due to related parties were PhP78.7 million as at March 31, 2020, a
decrease from consolidated due to related parties of PhP338.3 million as at March 31, 2019.
Income tax payable
The Company’s consolidated income tax payable was PhP88.5 million as at March 31, 2020, an
increase from consolidated income tax payable of PhP48.4 million as at March 31, 2019.
The Company’s consolidated trade and other payables - net of current portion were PhP1,059.9
million as at March 31, 2020, an increase from consolidated trade and other payables - net of current
portion of PhP60.1 million as at March 31, 2019. The increase is due to recognition of contract
liabilities amounting to PhP858.3 million in relation to sold but uncompleted units for Monterazzas de
Cebu project by Genvi Development Corporation and Urban Deca Homes Ortigas by 8990 Housing
Development Corporation.
The Company’s consolidated loans payable - net of current portion was PhP6,790.6 million as at March
31, 2020, a decrease from consolidated loans payable - net of current portion of PhP8,777.5 million
as at March 31, 2019.
The Company’s consolidated deferred tax liability was PhP870.0 million as at March 31, 2020, an
increase from consolidated deferred tax liability of PhP354.4 million as at March 31, 2019. This
deferred tax liability was attributable to uncollected revenue as most of the revenue recognition were
under in-house financing scheme.
The Company mainly relies on the following sources of liquidity: [1] cash flow from operations, [2]
or to government housing related institutions such as the Home Development Mutual Fund (“PAG-
IBIG”), and [3] financing lines provided by banks. The Company knows of no demands, commitments,
date. The Company does not anticipate having any cash flow or liquidity problems over the next twelve
(12) months. The Company is not in breach or default on any loan or other form of indebtedness.
payment and investment requirements for the next twelve (12) months primarily from its operating
cash flows, borrowings and proceeds of the shares issuance. It may also from time to time seek other
sources of funding, which may include debt or equity financings, depending on its financing needs and
market conditions.
Cash Flows
The Company’s consolidated net cash from operating activities is primarily affected by the revenues
generated from its operations, primarily the sale of residential housing units, subdivision lots and MRB
condominium units. The Company’s consolidated net cash used in operating activities were
PhP1,990.2 million and for the period ended March 31, 2020 and consolidated net cash from operating
activities were PhP2,831.7 million for the period ended March 31, 2019.
Consolidated net cash flow used in investing activities for the period ended March 31, 2019 were
PhP5.1 million, and consolidated net cash provided by investing activities for the period ended March
31, 2019 were PhP207.8 million.
For the three months ended March 31, 2020, consolidated net cash flow used in investing activities
reflected acquisitions of land for future development, investment in shares, as well as purchases of
property and equipment.
Cash flow provided by financing activities
Consolidated net cash flow provided by financing activities for the period ended March 31, 2020 were
PhP1,717.6 million, and consolidated net cash flow used in financing activities for the period ended
March 31, 2019 were PhP937.4 million.
PART II--OTHER INFORMATION
There is no material information to be reported by the Company aside from those reported in SEC
17C.
SIGNATURES
Pursuant to the requirements ofthe Securities Regulation Code, the issuer has duly caused this report
to be signed on its behalf by the undersigned thereunto duly authorized.
lssuer: 8990 Holdings, lnc.
By:
fi
'*TT"-
ROAN BUEI{AVENTURA.TORREGOZA
Chief Finance Officer
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8990 - 2020 Definitive Information Statement (And Annexes)

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COVER SHEET

(Company’s Full Name)

(Business Address : No. Street/City/Province)

ATTY. MAUREEN CHRISTINE O. 88880999

1 2 3 1 SEC Form 20-IS

Secondary License Type, If Applicable

Dept. Requiring this Doc. Amended Articles Number/Section

Total Amount of Borrowings

Total No. of Stockholders Domestic Foreign

File Number LCU

Remarks = pls. Use black ink for scanning purposes

INFORMATION STATEMENT PURSUANT TO SECTION 20

1. Check the appropriate box:

[] Preliminary Information Statement

[X] Definitive Information Statement

2. Name of Registrant as specified in its charter 8990 HOLDINGS, INC.

3. Makati City, Metro Manila

4. SEC Identification Number CS2000511816

5. BIR Tax Identification Code 239-508-223-000

7. Registrant’s telephone number, including area code (632) 8478-9659

8. 14 September 2020, Monday, 2:00 p.m., to be conducted online

Title of Each Class Number of Shares of Common Stock Outstanding or

11. Are any or all of registrant's securities listed in a Stock Exchange?

WE ARE NOT ASKING YOU FOR A PROXY.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The following shall be the agenda of the meeting:

2. Certification of Notice and Quorum

Very truly yours,

CRISTINA S. PALMA GIL-FERNANDEZ

2. Certification of Notice and Quorum

8. Other business that may properly be brought before the meeting.

4. Ratification of Acts of the Board of Directors and Management

FOR AGAINST ABSTAIN

6. Appointment of External Auditors

Printed Name of the Signature of Stockholder/ Date

WE ARE NOT ASKING OR SOLICITING YOU FOR A PROXY.

Notarization of this proxy is not required.

WE ARE NOT ASKING YOU FOR A PROXY.

YOU ARE NOT BEING REQUESTED TO SEND US A PROXY.

Item 1. Date, time and place of meeting of security holders.

Item 2. Dissenters’ Right of Appraisal

3. In case of merger or consolidation; and

Item 3. Interest of Certain Persons in or Opposition to Matters to be Acted Upon

Item 4. Voting Securities and Principal Holders Thereof

Rank Name of stockholder Nature of Number of Percentage

Type of Name and Name of Citizenship Number of Percentage

Unit 605 Lowell L. Yu. is 151,746,340 –

Common PCD Pasir Salak Foreign 959,196,777 17.79%

Common Kwantlen Record owner is Filipino 926,325,018 – 20.02%

Common PCD Various Filipino 546,152,432* 10.13%

Security Ownership of Management as of the Record Date

Type of Name and address of owner Number Citizenship Percentage

Common Luis N. Yu, Jr. 258,099,322 Filipino 4.79%

Common Willibaldo J. Uy** 8,000,000 shares Filipino 0.15%

Common Manuel C. Crisostomo 1 share (Direct) Filipino 0.00%