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SEC FORM 17-Q
SEC Registration Number
C S 2 0 0 6 0 4 4 9 4
Company Name
M E T R O P A C I F I C I N V E S T M E N T S C O R P
O R A T I O N A N D S U B S I D I A R I E S
s p i c o r n e r D e l a R o s a S t r e e t s ,
L e g a s p i V i l l a g e , M a k a t i C i t y
Form Type Department requiring the report Secondary License Type, If Applicable
1 7 − Q
COMPANY INFORMATION
Company’s Email Address Company’s Telephone Number/s Mobile Number
info@mpic.com.ph +632-888-0888 −
Note: In case of death, resignation or cessation of office of the officer designated as contact person, such incident shall be reported to the Commission within thirty (30)
calendar days from the occurrence thereof with information and complete contact details of the new contact person designated.
SEC Number CS200604494
File Number_______
(632) 888-0888
Telephone Number
______N/A_______
(Fiscal Year Ending)
(month & day)
Form 17-Q
Form Type
_________N/A__________
Designation (If applicable)
31 March 2015
Period Date Ended
____________N/A____________
(Secondary License Type and File Number)
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 [ x ] No [ ]
(b) has been subject to such filing requirements for the past ninety (90) days.
Yes [ x ] No [ ]
TABLE OF CONTENTS
FINANCIAL
STATEMENTS
Exhibit I
OPERATING REVENUES
Water and sewerage services revenue P
=4,487 =4,391
P
Toll fees 2,272 2,108
Hospital revenue 1,778 1,678
8,537 8,177
COST OF SALES AND SERVICES (Note 20) (3,141) (3,022)
GROSS PROFIT 5,396 5,155
General and administrative expenses (Note 21) (1,857) (1,687)
Interest expense (Note 22) (1,100) (990)
Share in net earnings of equity method investees (Note 9) 920 560
Interest income (Note 22) 127 100
Construction revenue and other income (Note 23) 3,146 1,843
Construction costs and other expenses (Note 23) (2,682) (1,311)
INCOME BEFORE INCOME TAX 3,950 3,670
PROVISION FOR (BENEFIT FROM) INCOME TAX
Current 320 320
Deferred (58) (119)
262 201
NET INCOME 3,688 3,469
OTHER COMPREHENSIVE INCOME (LOSS) (Note 19)
Net OCI to be reclassified to profit or loss in subsequent periods (106) (58)
Net OCI not being reclassified to profit or loss in subsequent periods − 1
(106) (57)
TOTAL COMPREHENSIVE INCOME P
=3,582 =3,412
P
2
METRO PACIFIC INVESTMENTS CORPORATION AND SUBSIDIARIES
INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Amounts in Millions)
Unaudited Audited
March 31, December 31,
2015 2014
ASSETS
Current Assets
Cash and cash equivalents and short-term deposits (Note 5) P
=23,530 =25,758
P
Restricted cash (Note 5) 5,648 2,367
Receivables (Note 6) 5,043 3,676
Due from related parties (Note 16) 116 140
Other current assets (Note 7) 2,723 2,458
37,060 34,399
Assets held for sale (Note 27) 1,480 1,370
Total Current Assets 38,540 35,769
Noncurrent Assets
Restricted cash (Note 5) 889 889
Receivables (Note 6) 223 263
Available-for-sale financial assets (Note 8) 2,174 2,162
Investments and advances (Note 9) 65,921 65,175
Goodwill (Note 4) 18,308 18,308
Service concession assets (Note 10) 99,954 98,260
Property and equipment 7,456 7,368
Property use rights 598 608
Other noncurrent assets (Note 11) 5,186 5,210
Total Noncurrent Assets 200,709 198,243
P
=239,249 =234,012
P
See accompanying notes to the Unaudited Interim Condensed Consolidated Financial Statements and Management Discussion and Analysis
(Forward)
3
METRO PACIFIC INVESTMENTS CORPORATION AND SUBSIDIARIES
INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Amounts in Millions)
Unaudited Audited
March 31, December 31,
2015 2014
LIABILITIES AND EQUITY
Current Liabilities
Short-term loan (Note 14) P
=2,100 =−
P
Accounts payable and other current liabilities (Note 12) 12,124 12,049
Income tax payable 547 254
Due to related parties (Note 16) 91 7,279
Current portion of:
Provisions (Note 13) 5,786 5,545
Service concession fees payable 454 500
Long-term debt (Note 14) 3,577 3,573
Total Current Liabilities 24,679 29,200
Noncurrent Liabilities
Noncurrent portion of:
Provisions (Note 13) 216 228
Service concession fees payable 7,220 7,271
Long-term debt (Note 14) 57,387 57,494
Deferred tax liabilities 4,273 4,228
Other long-term liabilities (Note 15) 5,410 6,019
Total Noncurrent Liabilities 74,506 75,240
Total Liabilities 99,185 104,440
Equity
Owners of the Parent Company:
Capital stock (Note 17) 27,917 26,096
Additional paid-in capital 49,924 42,993
Equity reserves (Note 18) 6,239 6,245
Retained earnings 28,936 27,525
Other comprehensive income reserve (Note 18) 738 836
Total equity attributable to owners of the Parent Company 113,754 103,695
Non-controlling interest 26,310 25,877
Total Equity 140,064 129,572
P
=239,249 =
P234,012
See accompanying notes to the Unaudited Interim Condensed Consolidated Financial Statements and Management Discussion and Analysis
4
METRO PACIFIC INVESTMENTS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Amounts in Millions)
Three Months Ended March 31
2015 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax P
=3,950 =3,670
P
Adjustments for:
Interest expense (Note 22) 1,100 990
Amortization of service concession assets (Note 10) 780 696
Depreciation and amortization (Notes 20 and 21) 246 246
Unrealized foreign exchange loss (gain) – net 253 104
Share in net earnings of equity method investees (Note 9) (920) (560)
Dividend income (Note 23) (451) (405)
Gain on sale of AFS financial assets (Note 23) − (222)
Interest income (Note 22) (127) (100)
Others 135 8
Operating income before working capital changes 4,966 4,427
Decrease (increase) in:
Restricted cash 157 (376)
Receivables (275) (75)
Due from related parties and other current assets (62) (113)
Increase (decrease) in:
Accounts payable and other current liabilities (1,050) (1,256)
Accrued retirement cost and provisions 251 384
Net cash generated from operations 3,987 2,991
Income tax paid (27) (63)
Interest received 112 61
Net cash provided by operating activities 4,072 2,989
CASH FLOWS FROM INVESTING ACTIVITIES
Decrease (increase) in:
Short-term deposits (Note 5) 2,462 2,356
Other noncurrent assets (216) 9
Restricted cash (Note 5) (3,438) −
Dividends received from equity method investees and AFS financial assets 46 182
Proceeds from sale/disposal of AFS financial assets − 459
Acquisition of/Additions to:
Notes receivable (10) −
Service concession assets (Note 10) (2,474) (1,121)
Available-for-sale financial assets (Note 8) − (248)
Property and equipment (317) (280)
Investments in equity method investees (Note 9) (7,857) (25)
Net cash provided by (used in) investing activities (11,804) 1,332
CASH FLOWS FROM FINANCING ACTIVITIES
Receipt or proceeds from:
Short-term and long-term debt (Note 14) 3,115 8,665
Issuance of shares (Note 17) 8,905 8
Contributions from non-controlling stockholders 225 −
Payments of/for:
Interest and other financing charges (1,203) (1,087)
Long-term debt (Note 14) (1,088) (1,107)
Service concession fees payable (457) (523)
Acquisition of non-controlling interest (Note 4) (92) (1,423)
Transaction costs on long-term debt (46) (11)
Transaction costs on issuance of shares (166) −
Dividends paid to non-controlling stockholders (1,227) (445)
Net cash provided financing activities 7,966 4,077
NET INCREASE IN CASH AND CASH EQUIVALENTS 234 8,398
CASH AND CASH EQUIVALENTS AT JANUARY 1 17,725 11,636
CASH AND CASH EQUIVALENTS AT MARCH 31 (Note 5) P
=17,959 =20,034
P
See accompanying notes to the Unaudited Interim Condensed Consolidated Financial Statements and Management Discussion and Analysis
5
METRO PACIFIC INVESTMENTS CORPORATION AND SUBSIDIARIES
INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014
(Amounts in Millions)
See accompanying notes to the Unaudited Interim Condensed Consolidated Financial Statements and Management Discussion and Analysis
6
Metro Pacific Investments Corporation
Aging of Receivables
(Amounts in Millions)
NET RECEIVABLES P
= 5,382
7
Exhibit II
1. Corporate Information
Metro Pacific Investments Corporation (the Parent Company or MPIC) was incorporated in the
Philippines and registered with the Philippines Securities and Exchange Commission (SEC) on
March 20, 2006 as an investment holding company. MPIC’s common shares of stock are listed in and
traded through the Philippine Stock Exchange (PSE). On August 6, 2012, MPIC launched Sponsored
Level 1 American Depositary Receipt (ADR) Program with Deutsche Bank as the appointed depositary
bank in line with the Parent Company’s thrust to widen the availability of its shares to investors in the
United States.
The principal activities of the Parent Company’s subsidiaries and equity method investees are described in
Notes 2 and 9, respectively.
MPIC is 52.1% and 55.8% owned by Metro Pacific Holdings, Inc. (MPHI) as at March 31, 2015 and
December 31, 2014, respectively. The reduction of MPHI’s economic interest in MPIC resulted from the
overnight placement on February 9, 2015 (see Note 17).
MPHI is a Philippine corporation whose stockholders are Enterprise Investment Holdings, Inc. (EIH;
60.0% interest), Intalink B.V. (26.7% interest) and First Pacific International Limited (FPIL; 13.3%
interest). First Pacific Company Limited (FPC), a company incorporated in Bermuda and listed in Hong
Kong, through its subsidiaries, Intalink B.V. and FPIL, holds 40.0% equity interest in EIH and investment
financing which under Hong Kong Generally Accepted Accounting Principles, require FPC to account for
the results and assets and liabilities of EIH and its subsidiaries as part of FPC group of companies in Hong
Kong.
The registered office address of the Parent Company is 10th Floor, MGO Building, Legaspi corner Dela
Rosa Streets, Legaspi Village, Makati City.
The accompanying unaudited interim consolidated financial statements as at March 31, 2015 and for the
three months ended March 31, 2015 and 2014 were approved and authorized for issuance by the Board of
Directors (BOD) on May 12, 2015.
Basis of Preparation
The interim condensed consolidated financial statements are prepared on a historical cost basis, except for
derivatives and certain available-for-sale (AFS) financial assets that are measured at fair value, and are
prepared in accordance with Philippine Accounting Standard (PAS) 34, Interim Financial Reporting. The
interim condensed consolidated financial statements are presented in Philippine Peso, which is MPIC’s
functional and presentation currency, and all values are rounded to the nearest millions (000,000), except
when otherwise indicated.
8
The interim condensed consolidated 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 consolidated financial statements as at and for the year ended December 31, 2014.
The Company applied the following PFRS and amendments to existing standards effective
January 1, 2015. Except for additional disclosure requirements, adoption of the following standards did
not have any material impact on the Company’s financial position or performance:
PAS 19, Employee Benefits – Defined Benefit Plans: Employee Contributions (Amendments) —
PAS 19 requires an entity to consider contributions from employees or third parties when accounting
for defined benefit plans. Where the contributions are linked to service, they should be attributed to
periods of service as a negative benefit. These amendments clarify that, if the amount of the
contributions is independent of the number of years of service, an entity is permitted to recognize such
contributions as a reduction in the service cost in the period in which the service is rendered, instead
of allocating the contributions to the periods of service.
Annual Improvements to PFRSs (2010-2012 cycle). The Annual Improvements to PFRSs (2010-2012
cycle) include:
9
PAS 16, Property, Plant and Equipment and PAS 38, Intangible Assets – Revaluation Method –
Proportionate Restatement of Accumulated Depreciation and Amortization — The amendment is
applied retrospectively and clarifies in PAS 16 and PAS 38 that the asset may be revalued by
reference to the observable data on either the gross or the net carrying amount. In addition, the
accumulated depreciation or amortization is the difference between the gross and carrying
amounts of the asset. The Company did not record any revaluation adjustments during the current
interim period.
PAS 24, Related Party Disclosures – Key Management Personnel — The amendment is applied
retrospectively and clarifies that a management entity, which is an entity that provides key
management personnel services, is a related party subject to the related party disclosures. In
addition, an entity that uses a management entity is required to disclose the expenses incurred for
management services. MPIC and certain of its subsidiaries provide management services for
other entities within the group. These management fees are eliminated in the course of
consolidation. Thus, this amendment is not relevant to the Company as it does not receive any
management services from other entities outside of the group.
Annual Improvements to PFRSs (2011-2013 cycle). The Annual Improvements to PFRSs (2011-2013
cycle) include:
PFRS 3, Business Combinations - Scope Exceptions for Joint Arrangements — The amendment is
applied prospectively and clarifies the following regarding the scope exceptions within PFRS 3:
joint arrangements, not just joint ventures, are outside the scope of PFRS 3; and this scope
exception applies only to the accounting in the financial statements of the joint arrangement itself.
PFRS 13, Fair Value Measurement - Portfolio Exception — The amendment is applied
prospectively and clarifies that the portfolio exception in PFRS 13 can be applied not only to
financial assets and financial liabilities, but also to other contracts within the scope of PAS 39 (or
PFRS 9, as applicable). The Company does not apply the portfolio exception in PFRS 13.
PAS 40, Investment Property — The amendment is applied prospectively and clarifies that
PFRS 3, and not the description of ancillary services in PAS 40, is used to determine if the
transaction is the purchase of an asset or business combination. The description of ancillary
services in PAS 40 only differentiates between investment property and owner-occupied property
(i.e., property, plant and equipment). In previous periods, the Company has relied on PFRS 3, not
PAS 40 in determining whether an acquisition is of an asset or is a business acquisition. Thus,
this amendment does not impact the accounting policy of the Company.
The Company has not early adopted any other standard, interpretation or amendment that has been issued
but is not yet effective. One of the standards that the Company did not early adopt is PFRS 9, Financial
Instruments.
PFRS 9, Financial Instruments – Hedge Accounting and amendments to PFRS 9, PFRS 7 and PAS 39
(PFRS 9; 2013 version) already includes the third phase of the project to replace PAS 39 which pertains to
hedge accounting. This version of PFRS 9 replaces the rules-based hedge accounting model of PAS 39
with a more principles-based approach. Changes include replacing the rules-based hedge effectiveness
test with an objectives-based test that focuses on the economic relationship between the hedged item and
the hedging instrument, and the effect of credit risk on that economic relationship; allowing risk
components to be designated as the hedged item, not only for financial items but also for non-financial
items, provided that the risk component is separately identifiable and reliably measurable; and allowing
the time value of an option, the forward element of a forward contract and any foreign currency basis
spread to be excluded from the designation of a derivative instrument as the hedging instrument and
accounted for as costs of hedging.
10
PFRS 9 also requires more extensive disclosures for hedge accounting. PFRS 9 (2013 version) has no
mandatory effective date. The mandatory effective date of January 1, 2018 was eventually set when
the final version of PFRS 9 was adopted by the Financial Reporting Standards Council. The adoption of
the final version of PFRS 9, however, is still for approval by Board of Accountancy (BOA).
Basis of Consolidation
The interim condensed consolidated financial statements include the accounts of the Parent Company and
the following subsidiaries as at March 31, 2015:
MPTC Subsidiaries
Operating Subsidiaries
Metro Pacific Tollways Development Corporation
(MPTDC) Philippines Investment holding – 100.00 99.88 – 100.00 99.88
Cavitex Infrastructure Corporation (CIC) and
subsidiaries (c) Philippines Tollway operations – 100.00 100.00 – 100.00 100.00
MPTDC Subsidiaries
Manila North Tollways Corporation (MNTC) Philippines Tollway operations – 75.60 75.50 – 75.60 75.50
Metro Strategic Infrastructure Holdings, Inc. (MSIHI) Philippines Investment holding – 57.00 95.55 – 57.00 95.55
Collared Wren Holdings, Inc. (CWHI) Philippines Investment holding – 99.99 99.87 – 99.99 99.87
Larkwing Holdings, Inc. (LHI) Philippines Investment holding – 99.99 99.87 – 99.99 99.87
MPCALA Holdings, Inc. (MHI) Philippines Investment holding – 51.00 99.87 – 51.00 99.87
Dormant Subsidiary
Luzon Tollways Corporation (LTC) Philippines Tollway operations – 100.00 99.85 – 100.00 99.85
MIHL Subsidiaries
FPM Infrastructure Holdings Limited (FPM Infra) BVI Investment holding – 100.00 100.00 – 100.00 100.00
FPM Tollway Holdings Limited BVI Investment holding – 100.00 100.00 – 100.00 100.00
FPM Tollway (Thailand) Limited Hong Kong Investment holding – 100.00 100.00 – 100.00 100.00
AIF Toll Road Holdings (Thailand) Co., Ltd (AIF) Thailand Investment holding – 100.00 100.00 – 100.00 100.00
MWHC Subsidiary
Maynilad Water Services, Inc. (Maynilad) Philippines Water and sewerage
services 5.19 92.85 52.80 5.19 92.85 52.80
Maynilad Subsidiaries
Amayi Water Solutions, Inc. (AWSI) Philippines Water and sewerage
services – 100.00 52.80 – 100.00 52.80
Philippine Hydro, Inc. (PHI) Philippines Water and sewerage
services – 100.00 52.80 – 100.00 52.80
(a)
MPHHI Subsidiaries
Riverside Medical Center, Inc (RMCI)(d) Philippines Hospital operation – 69.90 59.84 – 57.50 49.23
East Manila Hospital Managers Corp. (EMHMC) Philippines Hospital operation – 100.00 85.62 – 100.00 85.62
Asian Hospital Inc. (AHI) Philippines Hospital operation – 85.56 73.26 – 85.56 73.26
Colinas Verdes Hospital Managers Corp. (CVHMC) Philippines Hospital operation – 100.00 85.62 – 100.00 85.62
Bumrungrad International Philippines Inc. (BIPI) Philippines Investment holding – 100.00 85.62 – 100.00 85.62
De Los Santos Medical Center Inc. (DLSMC) Philippines Hospital operation – 51.00 43.67 – 51.00 43.67
The Megaclinic, Inc. (Megaclinic) Philippines Clinic Management – 51.00 43.67 – 51.00 43.67
Central Luzon Doctors’ Hospital, Inc. (CLDH) Philippines Hospital operation – 51.00 43.67 – 51.00 43.67
Metro Pacific Zamboanga Hospital Corp. (MPZHC) (e) Philippines Investment holding – 100.00 85.62 – – –
RMCI Subsidiary
Riverside College, Inc. (RCI) Philippines School operations – 100.00 59.84 – 100.00 49.23
CVHMC Subsidiary
Colinas Healthcare, Inc. Philippines Clinic Management – 100.00 85.62 – 100.00 85.62
MPLRC Subsidiaries
Light Rail Manila Holdings Inc.(LRMHI) Philippines Investment holding – 50.00 50.00 – 50.00 50.00
Light Rail Manila Corporation (LRMC) Philippines Rail operations – 55.00 55.00 – 55.00 55.00
Light Rail Manila Holdings 2, Inc. (LRMH2) Philippines Investment holding – 50.00 50.00 – 50.00 50.00
11
March 31, 2015 December 31, 2014
MPIC Direct MPIC MPIC Direct MPIC
Place of Direct Interest of Effective Direct Interest of Effective
Name of Subsidiary Incorporation Principal Activity Interest Subsidiary Interest Interest Subsidiary Interest
(In %) (In %)
First Pacific Bancshares Philippines, Inc. Philippines Investment holding – 100.00 96.60 – 100.00 96.60
Metro Pacific Management Services, Inc. Philippines Management services – 100.00 96.60 – 100.00 96.60
First Pacific Realty Partners Corporation (FPRPC) Philippines Investment holding – 50.00 48.30 – 50.00 48.30
Preoperating Subsidiary
Metro Tagaytay Land Co., Inc. (MTLCI) Philippines Real estate – 100.00 96.60 – 100.00 96.60
Dormant Subsidiaries
Pacific Plaza Towers Management Services, Inc. Philippines Management services – 100.00 96.60 – 100.00 96.60
Philippine International Paper Corporation Philippines Investment holding – 100.00 96.60 – 100.00 96.60
Pollux Realty Development Corporation Philippines Investment holding – 100.00 96.60 – 100.00 96.60
Metro Asia Link Holdings, Inc. (MALHI) Philippines Investment holding – 60.00 57.96 – 60.00 57.96
(a)
Effective February 2015, Neptune Stroika Holdings, Inc. (NSHI) changed its corporate name to MPHHI. The non-controlling shareholder of MPHHI holds an Exchangeable Bond issued by
MPIC which can be exchanged into a 25.51% stake in MPHHI in the future, subject to certain conditions. With the Exchangeable Bond, the non-controlling shareholder is entitled to 39.89%
effective ownership interest in MPHHI.
(b)
Formerly Metro Pacific Corporation (MPC). NOHI’s corporate life ended December 31, 2013 and is currently under the process of liquidation.
(c)
Interest in CIC is held through a Management Letter Agreement.
(d)
See Note 4.
(e)
Incorporated on March 13, 2015.
The Company’s chief operating decision maker continues to be comprised of the BOD.
Seasonality. The Company’s toll road operations are a seasonal business, with comparatively higher
revenues during the period from December to April and comparatively lower revenues during the period
from June to September. The Company’s water utilities business is also seasonal, with comparatively
lower revenues during the rainy season in the Philippines. For the power distribution segment, electricity
sales exhibit a degree of quarterly seasonality with the first quarter having lower than the average
electricity sales as this period is characterized by cooler temperature and softer consumer demand
following heightened consumer spending in the last quarter of the year. The second quarter is marked by
higher than average electricity sales. The fourth quarter performance is about the average of the year.
Customer Tariffs. The Company’s results of operations are highly dependent on its ability to set and
collect adequate tariffs under its concession agreements with the Philippine Government for both its
Water Utilities and Toll Operations segments:
Maynilad
Under Maynilad’s concession agreement with the Philippine Government, Maynilad may request
tariff rate adjustments based on movements in the Philippine consumer price index, foreign exchange
currency differentials, a rate rebasing process scheduled to be conducted every five years (“Rate
Rebasing’’) and certain extraordinary events. Any rate adjustment requires approval by Metropolitan
Water Sewerage System (“MWSS”) and the Regulatory Office (RO). Any tariff adjustments that are
not granted, in a timely manner, in full or at all, could have a material adverse effect on the
Company’s results of operations and financial condition.
For the Fourth Rate Rebasing Period, after a two-year delay in Maynilad’s water tariff for the rate
rebasing for the period from 2013 to 2017, Maynilad received a favorable award in its arbitration
proceedings on December 29, 2014. The new rate results in a 9.8% increase in the 2013 average basic
water charge of P=31.28 per cubic meter, inclusive of the P
=1.00 Currency Exchange Rate Adjustment
(CERA) which the MWSS has incorporated into the basic charge. However, as the MWSS has not
acted on the arbitration award, Maynilad has formally reminded them of the indemnity undertaking of
the Republic of the Philippines (the “Republic”) regarding delays in tariff implementation.
12
On March 27, 2015, Maynilad served the Republic the Notice of Arbitration and Statement of Claim
for losses experienced by Maynilad due to the unjustified delay of the MWSS to implement the
arbitral award.
On April 21, 2015, Maynilad received notice from MWSS to implement a tariff adjustment of
=0.64/cu.m. net of the P
P =1.00 CERA, which translates to a tariff adjustment of negative P
=0.36/cu.m as
opposed to the arbitral award of P=3.06/cu.m. tariff adjustment, net of CERA. For being contrary to
the arbitral award as well as the provisions of the Concession Agreement, Maynilad will not
implement the resolutions.
Maynilad is considering all its options before it reverts to MWSS on the tariff that it will implement.
Maynilad will, however, continue to pursue its claim against the Undertaking of the Republic,
including bringing the Republic to international arbitration in Singapore.
As at May 12, 2015, MPTC continues to await approval of toll rate adjustments on CAVITEX (an
increase of 25% for R1 and 16% for R1 Extension) and for NLEX (an increase of 15%).
Meralco also files with the ERC its applications for recoveries of advances for pass-through costs.
These advances consist mainly of unrecovered or differential generation and transmission charges
technically referred to as under-recoveries, which are recoverable from the customers, as allowed by
law.
Segment Performance. Segment performance continues to be evaluated based on: consolidated net
income for the period; earnings before interest, taxes and depreciation and amortization, or Core
EBITDA; Core EBITDA margin; and core income. Net income for the period is measured consistent with
consolidated net income in the consolidated financial statements.
There are no revenue transactions with a single customer that accounted for 10% or more of the
Company’s consolidated revenues and no material inter-segment revenue transactions for the three-month
periods ended March 31, 2015 and 2014.
Except for the equity in net earnings recognized from the Company’s investment in Don Muang Tollway
Public Ltd (DMT) and CII Bridges and Roads Investment Joint Stock Company (CII B&R) (see Note 9),
all revenues of the Company were primarily derived from within the Philippines.
13
The following table shows the reconciliations of the Company’s consolidated Core EBITDA to
consolidated net income for the three-month period ended March 31, 2015 and 2014.
14
The following table presents revenue and profit information on operating segments for the nine-month periods ended March 31, 2015 and 2014:
March 31, 2015 (Unaudited; in Millions)
Water Toll Power
Utilities Operations Healthcare Distribution Rail Others Consolidated
Total revenue from external sales P
=4,487 P
=2,272 P
=1,778 =−
P =−
P =−
P P
=8,537
Core EBITDA 3,158 1,491 433 405 (13) (275) 5,199
Core EBITDA Margin 70% 66% 24% − − − 61%
Core income (loss) 1,120 683 105 1,107 (12) (437) 2,566
Non-recurring income (expense) (34) (37) − 1 (3) (49) (122)
Segment income (loss) P
=1,086 P
=646 P
=105 P
=1,108 (P
=15) (P
=486) P
=2,444
March 31, 2014 (Unaudited; in Millions)
Water Toll Power
Utilities Operations Healthcare Distribution Rail Others Consolidated
Total revenue from external sales =4,391
P =2,108
P =1,678
P =−
P =−
P =−
P =8,177
P
Core EBITDA 2,978 1,325 447 405 − (296) 4,859
Core EBITDA Margin 68% 63% 27% − − − 59%
Core income (loss) 1,039 552 169 878 − (395) 2,243
Non-recurring income (expense) (43) (8) (1) (20) − 173 101
Segment income (loss) =996
P =544
P =168
P =858
P − (P
=222) =2,344
P
The following table presents segment assets and segment liabilities of the Company’s operating segments (in millions):
Water Toll Power Other Adjustments/
Utilities Operations Healthcare Distribution* Rail Businesses Eliminations Consolidated
Segment assets P
=84,675 P
=42,034 P
=13,010 =−
P P
=2,095 P
=11,933 P
=19,581 P
=173,328
Investments and Advances 125 9,364 2,425 53,307 479 221 − 65,921
Consolidated Total Assets as at
March 31, 2015 (Unaudited) P
=84,800 P
=51,398 P
=15,435 P
=53,307 P
=2,574 P
=12,154 P
=19,581 P
=239,249
Segment assets =84,733
P =42,340
P =13,082
P =−
P =1,654
P =7,556
P =19,472
P =168,837
P
Investments and Advances 123 6,651 2,382 55,310 488 221 − 65,175
Consolidated Total Assets as at
December 31, 2014 (Audited) =84,856
P =48,991
P =15,464
P =55,310
P =2,142
P =7,777
P =19,472
P =234,012
P
Segment liabilities:
As at March 31, 2015 (Unaudited) P
=45,202 P
=34,554 P
=4,791 =−
P P
=24 P
=10,341 P
=4,273 P
=99,185
As at December 31, 2014* (Audited) =45,275
P =34,447
P =4,848
P =7,188
P =73
P =8,381
P =4,228
P P104,440
=
*Segment liability as at December 31, 2014 included due to Beacon Electric (see Note 16).
15
4. Business Combinations and Acquisition of Non-controlling Interests
As at March 31, 2015 and December 31, 2014, goodwill from business combinations comprised of:
Goodwill is reviewed for impairment annually or more frequently if events or changes in circumstances
indicate that the carrying amount may be impaired. During the interim period, no indicators of
impairment were noted that would trigger an impairment review.
16
For the purpose of the interim consolidated statement of cash flows for the three months ended
March 31, 2015 and 2014, details of cash and cash equivalents:
Restricted Cash. Aside from cash deposited in debt service accounts for interest and principal payments
of certain long-term debt, current portion of restricted cash as at March 31, 2015 included cash deposited
in an escrow account in favor of the Bases Conversion and Development Authority (BCDA) amounting to
=3.44 billion to acquire the concession rights to operate the SCTEX project (see Note 27). The escrow
P
amount shall be released to BCDA subject to the completion of legal requirements prior to the turn-over
of the SCTEX project to MNTC.
6. Receivables
March 31, December 31,
2015 2014
(Unaudited) (Audited)
(In Millions)
Trade receivables P
=3,874 =3,466
P
Advances to customers 294 373
Notes receivable 160 150
Advances to affiliates 103 102
Advances to officers and employees 92 73
Accrued interest receivables 55 51
Dividends receivable 1,034 41
Others 491 562
6,103 4,818
Less allowance for doubtful accounts 837 879
5,266 3,939
Less current portion 5,043 3,676
Noncurrent portion P
=223 =263
P
Receivables as at March 31, 2015 included the following dividends declared during the three-month
period ended March 31, 2015 and payable in April 2015: (i) P =479 million from Meralco; (ii) P
=405 million
declared on preference shares of Beacon Electric; and (iii) P
=150 million from TMC.
17
7. Other Current Assets
The “allowance for decline in value” substantially represents provision for impairment of portions of
creditable withholding taxes expected not to be utilized.
(Forward)
18
March 31, December 31,
2015 2014
(Unaudited) (Audited)
(In Millions)
Changes in fair value:
Recycled to profit or loss − (222)
Unrealized fair value changes (34) 44
Reclassification − (262)
Impairment − (100)
Balance at end of the period P
=4,544 =7,503
P
For the three-month period ended March 31, 2015, the decrease in AFS financial asset is attributable to
the decrease in the UITF to fund the escrow account required in relation to the acquisition of the
concession rights to operate the SCTEX project (see Note 27).
For the year ended December 31, 2014, disposal activity included the sale of all the shares in NE Pacific
Shopping Center Corporation (NEPSCC). On February 28, 2014, MPIC sold to Cosco Capital Inc. all of
its shares representing 36.89% of the issued and outstanding capital stock of NEPSCC (see Note 23).
19
The account “Investments and advances” consist of the following components:
Additional investment for the three-month period ended March 31, 2015
CII Bridges and Roads Investment Joint Stock Company (CII B&R). On January 14, 2015, MPTC entered
into the following agreements with Ho Chi Minh City Infrastructure Investment Joint Stock Company
(CII):
i. SPA covering the purchase by MPTC from CII of 30 million shares of CII B&R at VND22,100
per share or a total consideration of VND663.0 billion (approximately P
=1.4 billion). Payment was
made in March 2015.
20
ii. Bond Subscription Agreement with CII covering the issuance by CII of and the subscription by
MPTC to 1,020,000 bonds each with a face value of VND1.0 million which are convertible to
56,666,667 shares of CII B&R. Of the total consideration of VND1,292 billion (approximately
=2.7 billion), VND604.0 billion was paid for in March 2015 while the remaining outstanding
P
amount is scheduled to be settled in September 2015. The bonds’ coupon rate is at 11%, maturity
is on the 7th year, and are exchangeable for shares any time after 19 months from the Closing
Date.
The shares and the Bonds’ underlying shares provide MPTC a minority equity interest equal to about 45%
of the outstanding capital of CII B&R (on a fully diluted basis).
Pending completion of the valuation exercise, the cost of the investment in CII bonds is temporarily
included in the ‘investments and advances’ account. After completion of the valuation exercise, the bonds
shall be accounted for as ‘receivables’ with the conversion option measured at fair value and recognized
as derivative asset.
CII B&R (formerly Lu Gia Mechanical Electric Joint Stock Company) is a joint stock company
established and existing under the laws of Vietnam and listed in Ho Chi Minh City Stock Exchange.
CII B&R currently operates three toll roads in Vietnam which concession run until 2018 for the 736-meter
Rach Chiec Bridge and 2023 for the 8.39-kilometer Phan Rang Thap Bypass and 8.3-kilometer Rach
Mieu Bridge. It also holds other toll road projects spanning 54.9 kilometers which are currently under pre
and on-going construction.
The carrying values and fair values of the Meralco shares held indirectly through Beacon Electric and held
directly by the Parent Company are as follows:
Effective
Ownership
Interest in Carrying Fair
Meralco (in %) Value Value
(In Millions)
As of March 31, 2015 Indirect (a) 22.48 55,199 67,628
Direct 5.00 13,625 15,041
As of December 31, 2014 Indirect (a) 22.48 56,410 64,740
Direct 5.00 13,416 14,399
(a)
Represents MPIC’s proportionate share in Beacon Electric’s investment in Meralco including the
proportionate share in attributable goodwill at approximately =
P 36 billion.
On April 14, 2015, MPIC entered into a SPA with Beacon Electric for the sale of the latter’s 112,709,871
shares in Meralco (see Note 29). This transaction increased MPIC’s effective ownership in Meralco to
32.48% beginning April 17, 2015. Proceeds from the sale of Meralco shares are to be used by Beacon
Electric to partially finance the prepayment of certain outstanding debt.
21
Beacon Electric’s Long Term Debt
The following facilities entered into by Beacon Electric are secured by a pledge over Meralco shares held
by it and are not guaranteed by the Parent Company. As Beacon Electric is accounted for at equity
method, these facilities are not included in Company’s consolidated debt.
=
P 9,000.0 Million Corporate Notes:
P=2,950.0 million (Tranche A) 6.00% Availed of in 2013; 2,884 2,884
10 years payable with semi-
P
=6,050.0 million (Tranche B) 5.50% for the annual interest and principal 5,914 5,914
first five years; repayments with final
subject to repayment in
repricing on the July 2023
5th year
Total 35,590 35,590
Less unamortized debt issue cost 381 395
35,209 35,195
Less current portion (net of unamortized debt issue cost) 1,260 1,260
Noncurrent portion P
=33,949 =33,935
P
Derivative Liability
On May 27, 2013, Beacon Electric entered into a Forward Starting Interest Rate Swap (Forward Starting
IRS) to hedge the interest repricing risk on the outstanding balance of the Tranche B (P=14,715 million) of
the =
P 17,000.0 Million Corporate Notes Facility by the end of the fifth year. For the three-month period
ended March 31, 2015, the Company’s share in the Beacon Electric’s other comprehensive income from
the Forward Starting IRS is at P=88.3 million included as “share in the fair value changes in cash flow
hedges of equity method investees” in the Company’s consolidated statement of comprehensive income.
Beacon Electric intends to preterminate the IRS agreement consistent with its plan to prepay the
=
P 17,000.0 Million Corporate Notes.
Investment in Beacon Electric’s preferred shares classified as AFS investments
The Company owns 50% of the Beacon Electric’s issued preferred shares. For the three-month periods
ended March 31, 2015 and 2014, the Parent Company’s dividend income from Beacon Electric’s
preferred shares amounted to P
=405.1 million each.
22
10. Service Concession Assets
The movements in the service concession assets follow:
Additions to CAVITEX included the civil works construction of the Modified Zapote Interchange, part of
Segment 4 of R-1 Expressway Extension and FOE design, supply and installation for the TCS migration
of Segment 1 of R-1 Expressway.
23
a. Includes the accumulated deferred project costs for the P
=65-billion Light Rail Transit Line 1 Cavite
Extension and Operations & Maintenance Project (LRT1 Project; see Note 27) amounting to
=1.3 billion.
P
b. Deposits substantially relate to the various agreements entered into with Fil-Estate Corporation and its
affiliated companies, and with Anglo Philippines Holdings Corporation and DBH Incorporated. The
agreements relate to the options to acquire certain rights and interests in the MRT 3 companies
consisting of Metro Rail Transit Holdings, Inc. (MRTH), Metro Rail Transit Holdings II, Inc.
(MRTH-II), Metro Rail Transit Corporation (MRTC) and Monumento Rail Transit Corporation
(MNRTC) subject to the condition that the necessary consents and waivers from relevant parties are
obtained. Should the acquisition push through, these deposits will form part of the acquisition price.
Otherwise, these will be forfeited and charged to expense.
c. MPIC’s LTIP fund which program cycle ends 2015 and with expected pay out of 2016 has been
reclassified to other current assets (see Note 7). The LTIP fund is covered by an Investment
Management Agreement entered into with a Trustee Bank.
a. As at March 31, 2015, dividends payable included unpaid dividends to MPIC’s shareholders declared
on February 26, 2015 with scheduled payment date of April 17, 2015.
b. Certain of the Company’s employees are eligible for long-term employee benefits under a long-term
incentive plan (LTIP). The current liability on the LTIP as of March 31, 2015 comprises of MPIC’s
LTIP performance cycle covering 2013 to 2015 with pay out in 2016.
c. Payable to CHI as at March 31, 2015 relates to noninterest-bearing advances obtained by CIC in 2012
for its debt service requirements. Although payable within the year, the amount is yet to be settled as
at May 12, 2015.
24
d. Lease payable represents present value of future minimum lease payments relating to the lease
agreements entered into by EMHMC and CVHMC, which lease agreements qualify as business
combinations. The lease payable was initially determined at acquisition date and subsequently
adjusted for payments and accretion. The noncurrent portion of the lease payable is included in the
“Other Long-term Liabilities” account (see Note 15).
13. Provisions
Other provisions consist of estimated liabilities for losses on claims by third parties. The information
usually required by PAS 37 is not disclosed as it may prejudice the Company’s negotiation with third
parties.
Short Term Loan. On February 25, 2015, MPTC availed of a short-term loan in the amount of
=2.1 billion from a local bank, the proceeds of which was used as an interim financing for the payment of
P
the investment in CII B&R (see Note 9). The loan bears fixed interest of 4.5% per annum, payable in
three months on May 26, 2015.
Long-term Debt. Long-term debt as of March 31, 2015 consist of the following:
December 31,
March 31, 2015 2014
(Unaudited) (Audited)
Long-term
Loans Bonds Total Total
(In Millions)
MWHC and subsidiaries P
=24,430 =−
P P
=24,430 =24,277
P
MPTC and subsidiaries 19,761 6,957 26,718 26,864
MPIC 6,350 − 6,350 6,383
AIF 2,746 − 2,746 2,721
AHI 801 − 801 846
Others 279 − 279 303
54,367 6,957 61,324 61,394
Less unamortized debt issue cost 292 68 360 327
25
December 31,
March 31, 2015 2014
(Unaudited) (Audited)
Long-term
Loans Bonds Total Total
(In Millions)
54,075 6,889 60,964 61,067
Less current portion of long-term debt - net of
unamortized debt issue cost 3,577 − 3,577 3,573
Noncurrent portion P
=50,498 P
=6,889 P
=57,387 =57,494
P
a. Contingent liability arising from probable claim from a third party at fair value of P
=1,100 million was
recognized in January 2013 in relation to the acquisition of CIC which was accounted for under
PFRS 3, Business Combination. The increase in the contingent liability as at March 31, 2015 is
attributable to accretion charge resulting from the passage of time. An indemnification asset
(included in “Other noncurrent assets”) was recognized in relation to such probable claim (see Note
11).
b. Deferred credits represent the net effect of unrealized foreign exchange gain or loss on service
concession payable to MWSS, and restatement of foreign currency-denominated interest bearing
loans and related interest. Deferred credits are calculated as the difference between the drawdown or
rebased rate versus the closing rate.
On December 18, 2014, the MWSS Board of Trustees approved and confirmed the recommendation
of the MWSS RO to set aside the status quo of the Foreign Currency Differential Adjustments
(FCDA) and resume its normal operation starting first quarter of 2015. Under MWSS-RO Resolution
26
No. 2014-2002-CA, the MWSS RO approved an FCDA equivalent to 1.12% of the 2015 basic charge
of P
=33.97 per cubic meter or P
=0.38 per cubic meter effective January 1, 2015.
The above FCDA adjustment was determined using the new rebased rate of P
=41.1920:US$1 approved
by the MWSS-RO which was applied to concession fee payments starting January 1, 2013.
c. On October 20, 2011, CIC and CHI executed a Memorandum of Agreement (MOA), wherein, CHI
shall grant CIC a right-of-way to certain segments of the property CHI plans to reclaim to allow CIC
to construct four feeder roads. The four feeder roads are estimated to cost P
=520 million where CHI
shall be liable for approximately fifty (50%) percent of construction costs. Actual contribution of
CHI amounting to P =257 million was received by CIC in 2012. As at May 12, 2015, the construction
of the feeder roads has not yet started.
d. Interest payable represents present value of the interest due on the Exchangeable Bond (see Note 27).
Current portion of the interest payable amounting to P =11.0 million is included in the “accounts
payable and other current liabilities” account (see Note 12).
e. MPIC’s LTIP payable which program cycle ends 2015 and with expected pay out of 2016 has been
reclassified to current liabilities (see Note 12).
The Company, in the normal course of business, has transactions with related parties which consist mainly
of availment of noninterest-bearing cash advances which are due and demandable anytime.
On June 24, 2014, MPIC entered into a SPA with Beacon Electric for the latter’s sale of 56.35 million
shares of Meralco for an aggregate consideration of P
=13.24 billion, of which, P
=7.2 billion was
outstanding as at December 31, 2014. The remaining payable to Beacon Electric was settled in
27
February 2015 by way of cash amounting to P =5.1 billion and by offsetting against dividend receivable
from Beacon Electric of P
=2.1 billion (see Note 9).
17. Equity
Cash Dividends
On February 26, 2015, the BOD approved the declaration of the cash dividends of P=0.037 per common
share in favor of the Parent Company’s shareholders of record as at March 25, 2015 with payment date of
April 17, 2015. On the same date, the BOD approved the declaration of cash dividends amounting to
=1.25 million in favor of the preferred shareholders.
P
28
18. Equity Reserves and Other Comprehensive Income Reserve
Equity Reserves
Equity reserves consist of the following, net of applicable income taxes:
29
Three Months Ended
March 31
2015 2014
(Unaudited)
(In Millions)
(Forward)
30
Three Months Ended March 31
2015 2014
(Unaudited)
(In Millions)
Advertising and promotion P
=61 =29
P
Transportation and travel 42 51
Utilities 38 32
Repairs and maintenance 38 31
Collection charges 34 33
Entertainment, amusement and representation 30 34
Administrative supplies 24 28
Insurance 20 24
Rentals 18 16
Commissions 15 4
Public relation 13 17
Provisions for doubtful accounts − 11
Miscellaneous 202 170
P
=1,857 =1,687
P
31
23. Construction Revenue and Other Income and Construction Costs and Other Expenses
(Forward)
32
Three Months Ended March 31
2015 2014
(Unaudited)
(In Millions, except
for Per Share amounts)
Outstanding common shares at 1 January 26,046 26,026
Effect of issuance of common shares during
the year 1,011 1
Weighted average number of common shares for
basic earnings per share (b) 27,057 26,027
ESOP 21 19
Weighted average number of common shares
adjusted for the effects of potential dilution (c) 27,078 26,046
The following tables illustrate the number of, exercise prices of, and movements in share options during
the period for each grant:
First Grant Second Grant
Tranche A Tranche B Tranche A Tranche B
Number Exercise Number Exercise Number Exercise Number Exercise
of shares price of shares price of shares Price of shares Price
Outstanding at December 31, 2014 – – – – 21,000,000 =2.73
P 7,060,000 =2.73
P
Exercised during the period – – – – – – (5,025,000) 2.73
Expired during the period – – – – – – – –
Outstanding at March 31, 2015 – – – – 21,000,000 P
= 2.73 2,035,000 P
= 2.73
Exercisable at:
December 31, 2014 – – – – 21,000,000 P2.73
= 7,060,000 P2.73
=
March 31, 2015 – – – – 21,000,000 =2.73
P 2,035,000 =2.73
P
Third Grant
Tranche A Tranche B Tranche C
Number Exercise Number Exercise Number Exercise
of shares price of shares price of shares Price
Outstanding at December 31, 2014 3,500,000 =3.50
P – =–
P 778,000 =3.66
P
Exercised during the period (3,500,00) 3.50 – – – –
Expired during the period – – – – – –
Outstanding at March 31, 2015 – – – – 778,000 P
= 3.66
Exercisable at:
December 31, 2014 3,500,000 =3.50
P – – 778,000 P3.66
=
March 31, 2015 – – – – 778,000 =3.66
P
Fourth Grant
Tranche A Tranche B
Number Exercise Number Exercise
of shares Price of shares Price
Outstanding at December 31, 2014 55,000,000 P
= 4.60 56,000,000 P
= 4.60
Exercised during the period – – – –
Expired during the period – – – –
Outstanding at March 31, 2015 55,000,000 P
= 4.60 – –
Exercisable at:
December 31, 2014 55,000,000 =4.60
P – –
March 31, 2015 55,000,000 P
= 4.60 – –
33
Carrying value of MPIC’s ESOP included under “Other reserves” in the equity section of the consolidated
statement of financial position amounted to P
=117 million and P
=123 million as at March 31, 2015 and
December 31, 2014, respectively (see Note 18).
Total ESOP expense for the three-month periods ended March 31, 2015 and 2014 amounted to
=14 million, respectively, included in “Personnel costs” under “General and administrative
=7 million and P
P
expenses” account in the consolidated statements of comprehensive income.
26. Contingencies
The information provided in this report must be read in conjunction with the 2014 audited consolidated
financial statements of the Company.
Water Segment
Fourth Rate Rebasing. As disclosed in Note 3, Maynilad received notice from the MWSS on
April 21, 2015 to implement a net tariff reduction of P
=0.36/cu.m as opposed to the arbitral award of a net
increase P=3.06/cu.m. For being contrary to the arbitral award as well as the provisions of the Concession
Agreement, Maynilad will not implement the resolutions.
Maynilad is considering all its options before it reverts to the MWSS on the tariff that it will implement. It
will, however, continue to pursue its claim against the Undertaking of the Republic, including bringing the
Republic to international arbitration in Singapore.
As at May 12, 2015, management cannot determine with reasonable certainty the probable outcome of the
arbitration proceedings. As such, the consolidated financial statements do not include any adjustments
that might result from the arbitration proceeding.
Real Property Taxes Assessment. On October 13, 2005, Maynilad and Manila Water Company, Inc. (the
Concessionaires) were jointly assessed by the Municipality of Norzagaray, Bulacan for real property taxes
on certain common purpose facilities purportedly due from 1998 to 2005 amounting to P =357.1 million. It
is the position of the Concessionaires that these properties are owned by the ROP and therefore, exempt
from taxation. The supposed joint liability of the Concessionaires for real property tax, including
interests, as at December 31, 2014 amounted to P =1.0 billion.
After the Local Board of Assessment Appeals (LBAA) ruled in favor of the Municipality of Norzagaray,
Bulacan, the Concessionaires elevated the ruling of the LBAA to the Central Board of Assessment
Appeals (CBAA) by filing separate appeals. As at May 12, 2015, the case is still pending.
Others. Maynilad is a party to various civil and labor cases relating to breach of contracts with damages,
illegal dismissal of employees, and nonpayment of backwages, benefits and performance bonus, among
others.
It is the opinion of Maynilad’s management and its outside legal counsel that it is reasonably possible, but
not probable, that the aforementioned lawsuits and claims will be settled against Maynilad. Accordingly,
no provision for any liability has been made. As at May 12, 2015, no resolution has been reached on
these matters.
34
Toll Operations Segment
Value-Added Tax (VAT). In view of RMC 39-2011, MNTC started imposing VAT on toll fees from
motorists and correspondingly started recognizing VAT liability on October 1, 2011. Through all the
years that the issues of VAT are being discussed, MNTC received the following VAT assessments:
MNTC received a Formal Letter of Demand from the BIR on March 16, 2009 requesting MNTC to
pay deficiency VAT plus penalties amounting to P
=1,010.5 million for taxable year 2006.
MNTC received a Final Assessment Notice from the BIR dated November 15, 2009, assessing MNTC
for deficiency VAT plus penalties amounting to P
=557.6 million for taxable year 2007.
MNTC received a Notice of Informal Assessment from the BIR dated October 5, 2009, assessing
MNTC for deficiency VAT plus penalties amounting to P
=470.9 million for taxable year 2008.
On May 21, 2010, the BIR issued a Notice of Informal Conference assessing MNTC for deficiency
VAT plus penalties amounting to P
=1.0 billion for taxable year 2009.
On April 3, 2014, the BIR accepted and approved the MNTC’s application for abatement and issued a
Certificate of Approval for the cancellation of the basic output tax, interest and compromise penalty
amounting to P =1,010.5 million and P
=584.6 million for taxable years 2006 and 2007, respectively.
Notwithstanding the foregoing, management believes, in consultation with its legal counsel, that in any event,
the Supplemental Toll Operation Agreement among MNTC, Republic of the Philippines, acting by and
through the Toll Regulatory Board, and PNCC, provides MNTC with legal recourse in order to protect its
lawful interests in case there is a change in existing laws, which makes the performance by MNTC of its
obligations materially more expensive.
Real Property Tax (RPT). MNTC has filed several Petitions for Review under Section 226 of the Local
Government Code with the LBAA of the Province of Bulacan on July 15, 2008 and April 15, 2013,
seeking to declare as null and void certain tax assessments and tax declarations issued by the Provincial
Assessor of the Province of Bulacan. The said tax declarations were issued in the name of MNTC as
owner of the North Luzon Expressway and categorizing the North Luzon Expressway as a commercial
property, subject to real property tax. The LBAA has yet to determine whether said properties in fact
covers portions of the NLEX, which MNTC argues are part of public land exempt from real property tax.
Others. The companies in the toll operations segment are also parties to other cases and claims arising
from the ordinary course of business filed by third parties, which are either pending decisions by the
courts or are subject to settlement agreements. The outcome of these claims cannot be presently
determined. In the opinion of management and its legal counsel, the eventual liability from these lawsuits
or claims, if any, will not have a material adverse effect on the Company’s consolidated financial
statements.
Power Segment
Meralco and its subsidiaries are subject to various pending or threatened legal actions in the ordinary
course of business which, if the conclusion is unfavorable to Meralco and subsidiaries, may result in the
payout of substantial claims and/or the adjustment of electricity distribution rates. These contingencies
substantially represent the amounts of claims related to a commercial contract which remains unresolved
and local taxes being contested. Other disclosures required by PAS 37 were not provided as it may
prejudice Meralco’s position in on-going claims, litigations and assessments.
Supreme Court Temporary Restraining Order on December 2013 Increase in Meralco Billing Rate
35
On December 9, 2013, the ERC gave clearance to the request of Meralco to implement a staggered
collection over three months covering the December billing month for the increase in generation charge
and other bill components such as value-added tax, local franchise tax, transmission charge, and system
loss charge, which reflected a total increase of P
=4.15/kWh for a 200-kWh residential consumer. The
generation costs for the November 2013 supply month, increased significantly because of the use of the
more expensive liquid fuel by the natural gas-fired power plants that were affected by the Malampaya Gas
Field (Malampaya), shutdown from November 11, 2013 to December 10, 2013. This was compounded by
the aberrant spike in the Wholesale Electricity Spot Market (WESM), charges on account of the scheduled
and extended shutdown, and the forced outages of several base load power plants, as well as the non-
compliance with WESM Rules by certain plants resulting in significant power generation capacities not
being offered and dispatched.
The Department of Justice commenced an investigation while the House of Representatives and the
Senate conducted separate hearings to determine the underlying reasons for the price increase, including
any possible collusion among the power firms. In the meantime, Meralco proceeded with billing its
captive customers with the ERC approval.
On December 19, 2013, several party-list representatives of the House of Representatives, filed a Petition
against Meralco, ERC and the Department of Energy (DOE) before the Supreme Court of the Philippines
(SC), questioning the ERC clearance granted to Meralco to charge the P =4.15/kWh price increase, alleging
the lack of hearing and due process. It also sought for the declaration of the unconstitutionality of
Sections 6 and 29 of Republic Act No. 9136, “The Electric Power Industry Reform Act of 2001”, which
essentially declared the generation and supply sectors as competitive and open, and not considered public
utilities. A similar Petition was filed by a consumer group and several private homeowners associations
challenging also the legality of the Automatic Generation Rate Adjustment (AGRA) that the ERC had
promulgated. Both Petitions prayed for the issuance of a Temporary Restraining Order (TRO) and Writ
of Preliminary Injunction.
On December 23, 2013, the SC consolidated the two Petitions and granted the application for TRO
effective immediately for a period of 60 days, which effectively enjoined the ERC and Meralco from
implementing the P =4.15/kwh price increase. The SC also ordered Meralco, ERC and DOE to file their
respective comments to the Petitions and set the hearing for Oral Arguments on January 21, 2014. The
SC further set two more Oral Arguments on February 4 and February 11, 2014. After the conclusion of
the Oral Arguments, the SC ordered all the Parties to the consolidated Petitions to file their respective
Memoranda on or before February 26, 2014, after which the Petitions will be deemed submitted for
resolution of the SC. Meralco complied with the SC directive and had filed its Memorandum on said date.
On February 18, 2014, acting on the motion filed by the Petitioners, the SC extended for another period of
60 days or until April 22, 2014 the TRO that it originally issued against Meralco and ERC on
December 23, 2013. The TRO was also similarly applied to the generating companies, specifically
Masinloc Power Partners Co. Ltd. (MPPCL), San Miguel Energy Corporation (SMEC), South Premier
Power Corporation, First Gas Power Corporation, and the National Grid Corporation of the Philippines,
and the Philippine Electricity Market Corporation (PEMC), (the administrator of WESM and market
operator), who were all enjoined from collecting from Meralco the deferred amounts representing the
=4.15/kWh price increase for the November 2013 supply month.
P
On January 30, 2014, Meralco filed an Omnibus Motion with Manifestation with the ERC for the latter to
direct PEMC to conduct a re-run or re-calculation of the WESM prices for the supply months of
November to December 2013. Subsequently, on February 17, 2014, Meralco filed with the ERC an
Application for the recovery of deferred generation costs for the December 2013 supply month praying
that it be allowed to recover the same over a six-month period.
On March 3, 2014, the ERC issued an Order voiding the Luzon WESM prices during the November and
December 2013 supply months on the basis of the preliminary findings of its Investigating Unit that these
are not reasonable, rational and competitive and imposing the use of regulated rates for the said period.
36
PEMC was given seven (7) days upon receipt of the Order to calculate these regulated prices and
implement the same in the revised WESM bills of the concerned. PEMC’s recalculated power bills for the
supply month of December 2013 resulted in a net reduction of the December 2013 supply month bill of
the WESM by P =9,274 million. Due to the pendency of the TRO, no adjustment was made to the WESM
bill of Meralco for the November 2013 supply month. The timing of amounts to be credited to Meralco is
dependent on the reimbursement of PEMC from associated generator companies. However, several
generating companies, including MPPCL, SN Aboitiz Power Corporation, Team (Philippines) Energy
Corporation, Panasia Energy Holdings, Inc., and SMEC, have filed motions for reconsideration
questioning the Order dated March 3, 2014. Meralco has filed a consolidated comment to these motions
for reconsideration. In an Order dated October 15, 2014, the ERC denied the motions for reconsideration.
The generating companies have appealed the Orders with the Court of Appeals where the petitions are
pending.
In view of the pendency of the various submissions before the ERC and mindful of the complexities in the
implementation of ERC’s Order dated March 3, 2014, the ERC directed PEMC to provide the market
participants an additional period of 45 days to comply with the settlement of their respective adjusted
WESM bills. In an Order dated May 9, 2014, the parties were then given an additional non-extendible
period of 30 days from receipt of the Order within which to settle their WESM bills. However, in an
Order dated June 6, 2014 and acting on an intervention filed by Angeles Electric Corporation, the ERC
deemed it appropriate to hold in abeyance the settlement of PEMC’s adjusted WESM bills by the market
participants.
On April 22, 2014, the SC, extended indefinitely the TRO issued on December 23, 2013 and
February 18, 2014 and directed generating companies not to collect from Meralco. The SC has yet to
resolve the various petitions filed against Meralco.
Others
Donor’s Tax. NOHI received on January 14, 2011 a Final Assessment Notice (FAN) demanding the
payment of approximately P =199.7 million as deficiency donor’s tax (including surcharge and interest as at
January 31, 2011) on the excess of the book value over the selling price of several shares of stock in BLC
which NOHI sold to a third party. The assessment was based on the finding of the Bureau of Internal
Revenue-Large Taxpayer Service (BIR-LTS) that the transaction is subject to donor’s tax as a “deemed
gift” transaction under Section 100 of the 1997 National Internal Revenue Tax Code (the Tax Code).
On February 14, 2011, NOHI filed its formal protest to the FAN raising several factual and legal
arguments. However, this was denied by the BIR through the letter it has delivered to NOHI stating its
Final Decision on Disputed Assessment (“FDDA”). NOHI then filed a Petition for Review with the
Second Division of the Court of Tax Appeals (“CTA”) to challenge the FDDA.
On June 11, 2014, the CTA rendered its decision on the case which did not sustain the company’s
position. The company filed a Motion for Reconsideration on the CTA 2nd Division’s decision as NOHI
firmly believes that it is not liable for the deficiency donor’s taxes and that it has strong legal and factual
basis to support its claim. On September 16, 2014, the CTA 2nd Division issued an Order denying
NOHI’s Motion for Reconsideration. In October 2014, NOHI, through its counsel, filed a Petition for
Review before the CTA en banc praying for, among others, the reversal of the decision of the CTA 2nd
Division.
In January 2015, the CTA en banc gave due course to the Petition for Review and directed the parties to
submit their memoranda. Both parties have already filed their memoranda. The case on appeal is now
deemed submitted for decision by the CTA en banc.
Indemnity. On June 26, 2013, NOHI was informed that the Supreme Court rendered judgment in favor of
Fort Bonifacio Development Corporation. As at May 12, 2015, NOHI is awaiting release from the
guarantee undertaking from Columbus to reverse the provision.
37
In the opinion of management and NOHI’s legal counsel, the eventual liability from these lawsuits or
claims, if any, will not have a material adverse effect on NOHI’s financial position and financial
performance, as well as in the consolidated financial statements.
Other disclosures required by PAS 37 were not provided as it may prejudice the Company’s position in
ongoing claims, litigations and assessments.
MPIC
Issuance of Exchangeable Bond to GIC Private Limited (GIC). On July 2, 2014, GIC, through Arran
Investment Private Limited, invested P
=3.7 billion for a 14.4% stake in MPHHI and paid P
=6.5 billion as
consideration for an Exchangeable Bond which can be exchanged into a 25.5% stake in MPHHI in the
future. The Exchangeable Bond was accounted for as an equity instrument with the interest accruing on
the Exchangeable Bond recorded at its present value (see Notes 12 and 15).
Landco’s Restructuring. On December 22, 2014, MPIC entered into an agreement with Landco and its
controlling shareholder, ABHC to restructure and clean up the balance sheet of Landco in preparation for
an eventual sale to third parties. After the restructuring, MPIC shall be entitled to 66% of the purchase
price of Landco’s outstanding common stock in the event of sale of Landco’s outstanding capital stock to
a third party. As a result of the planned divestment of the interests in Landco, the carrying values of the
notes receivable from Landco and ABHC and the investment in Landco’s common shares are classified as
“Assets held for sale”. The increase in the “Assets held for sale” relates to additional funding to support
the planned restructuring activities. As at May 12, 2015, actions to locate a buyer is still on-going.
Water Segment
Twinning Partnership with Metro Iloilo Water District (Metro Iloilo). On March 21, 2015, Maynilad
entered into a Twinning Partnership with the Metro Iloilo Water District (MIWD). Under this partnership,
Maynilad will share its technical expertise on managing water losses and operating water treatment plants,
with the aim of helping MIWD develop a strategy and work plan to improve its operations.
Operation and Maintenance Agreement with Rio Verde Water Consortium, Inc (RVWCI). On
December 22, 2014, MPWIC entered into an agreement to operate and maintain the 100 mld bulk water
facility of RVWCI located in Baungon, Bukidnon. Implementation of the agreement is through MPWIC’s
newly incorporated subsidiary Metropac Cagayan de Oro, Inc. RVWCI is the exclusive supplier of bulk
surface water to Cagayan de Oro Water District which supplies the water needs of more than 80% of
Cagayan de Oro's population of 640,000.
NLEX-SLEX Connector Road Project. The Connector Road Project was approved by the NEDA Board on
February 20, 2015 as an unsolicited proposal under the BOT Law. The negotiation period between DPWH
and MPTDC commenced on April 10, 2015 and is expected to be completed by end of June 2015 to be
followed shortly by the Swiss Challenge process.
Opening of Segment 9 of Phase 2 of the NLEX. The TRB approved the opening of the Segment 9 of Phase 2
of the NLEX Harborlink Project, adopting the existing Authorized Toll Rates of the Manila North
Expressway Project Phase 1. The TRB also approved the collection of the existing open-system toll fee
starting March 19, 2015 at the Karuhatan Valenzuela City Toll Plaza.
38
Subic-Clark-Tarlac Expressway (SCTEX) Concession Agreement. On February 9, 2015, MNTC received the
Notice of Award from the BCDA for the management, operation and maintenance of the 94-kilometer
SCTEX subject to compliance with specific conditions. The Notice of Award was issued by BCDA
following the results of the Price Challenge held last January 30, 2015. On February 26, 2015, MNTC and
BCDA entered into a Business Agreement involving the assignment of BCDA’s rights and obligations
relating to the management, operation and maintenance of SCTEX as provided in the SCTEX concession
(Toll Operation Agreement or “TOA”). The assignment includes the exclusive right to use the SCTEX toll
road facilities and the right to collect tolls.
MNTC plans to invest ₱600 million to integrate SCTEX with NLEX to facilitate seamless travel between the
two expressways. Full takeover of the SCTEX operation is expected before June 30, 2015.
Cebu-Cordova Bridge Project. In January 2015, MPTDC procured the original proponent status for the
proposed Cebu-Cordova Bridge Project from Cebu City and the Municipality of Cordova. Swiss challenge is
expected to be conducted within 2015, with MPTDC having the right to match the best bid.
Healthcare Segment
Western Mindanao Medical Center (WMMC). MPHHI formed a wholly-owned subsidiary, MPZHC, which
signed on March 27, 2015 a long term lease of the land, buildings and equipment of WMMC, a hospital with
a 25-year history of service in Zamboanga. The effectivity of the lease and the official opening of West
Metro Medical Center are subject to several conditions precedent, including fulfillment of certain regulatory
requirements.
MPHHI will install a new management team and will infuse capital to complete a 4-storey annex building
which will increase the hospital’s capacity from 110 to 190 beds, making it the largest private hospital in the
Zamboanga Peninsula.
Rail Segment
Concession Agreement for the =P65-billion Light Rail Transit Line 1 Cavite Extension and Operations &
Maintenance Project. On October 2, 2014, LRMC signed together with the Department of Transportation
and Communications (DOTC) and the Light Rail Transit Authority (LRTA) the 32-year Concession
Agreement for the P
=65-billion Light Rail Transit Line 1 Cavite Extension and Operations & Maintenance
Project. The handover of the operation and maintenance of the existing system of the LRT by the Grantors to
LRMC shall take place on the Effective Date or such other time as may be agreed in writing between the
Grantors and the Concessionaire. As at May 12, 2015, the operation of the Project has not yet been turned
over to LRMC as the Effective Date is subject to certain conditions precedent under the Concession
Agreement.
Equity infusion as at March 15, 2015 of the other shareholders in LRMH and LRMC are included in ‘other
changes in NCI’ in the consolidated statement of changes in equity.
39
March 31, 2015
Financial
Financial Assets Liabilities
AFS Other
Loans and Financial Financial
FVPL Receivables Assets Liabilities Total
(In Millions)
ASSETS
Cash and cash equivalents =–
P P
= 17,909 =–
P =–
P P
= 17,909
Short-term deposits – 5,571 – – 5,571
Restricted cash – 6,357 – – 6,537
Receivables - net – 5,266 – – 5,266
Due from related parties – 116 – – 116
Derivative assets – – – – –
AFS financial assets:
Investment in bonds – – 1,895 – 1,895
Investment in UITF – – 2,121 – 2,121
Investment in equity – – 527 – 527
Other current assets – – – – –
Investments and advances (a) – 756 11,573 – 12,329
Other noncurrent assets – 346 – – 346
P
=- P
= 36,501 P
= 16,116 P
= P
= 52,617
LIABILITIES
Accounts payable and other current liabilities (b) =–
P =–
P =–
P P
= 10,771 P
= 10,771
Due to related parties – – – 91 91
Service concession fees payable – – – 7,674 7,674
Long-term debt – – – 60,964 60,964
Deferred credits and other long-term liabilities – – – 1,658 1,658
=–
P =–
P =–
P P
= 81,158 P
= 81,158
(a)
Includes only advances to Beacon Electric and investment in preferred shares of Beacon Electric classified as AFS financial assets.
(b)
Excludes statutory payables
Fair Values
The following table shows a comparison, by classes, between the carrying values and fair values of certain
of the Company’s financial instruments as at March 31, 2015. Financial instruments with carrying
amounts reasonably approximating their fair values are no longer included in the comparison.
During the three-month period ended March 31, 2015, there were no transfers between Level 1 and Level
2 fair value measurements, and no transfers into and out of Level 3 fair value measurement. There were
no change in the methods and assumptions used to measure the fair value of each class of assets and
liabilities for which it is practicable to estimate such value.
40
Levels 1 and 2 Fair Value Hierarchy
Cash and Cash Equivalents. Due to the short-term nature of transactions, the fair value of cash and cash
equivalents approximate the carrying amounts at the end of the reporting period.
Restricted Cash, Cash Deposits, and Accounts Payable and Other Current Liabilities. Carrying values
approximate the fair values at the reporting date due to the short-term nature of the transactions.
Investments in UITF. A UITF uses the mark-to-market method in valuing the fund’s securities. It is a
valuation method which calculates the Net Asset Value (NAV) based on the estimated fair market value
of the assets of the fund based on prices supplied by independent sources.
Due from Related Parties. Fair value of due from related parties approximates their carrying amounts as
these are already to be settled within a year from the consolidated statement of financial position date.
Refundable Occupancy Deposits. The fair value of the refundable occupancy deposits is determined by
discounting the deposit using the prevailing market rate of interest.
Service Concession Fees Payable and Customers’ Guaranty Deposits. Estimated fair value is based on
the discounted value of future cash flows using the applicable rates for similar types of financial
instruments.
Financial Guarantee Obligation. Estimated fair value is based on the discounted value of future cash
flows using the prevailing peso interest rates that are specific to the tenor of the instruments cash flows.
Notes Receivable, Miscellaneous Deposits and Other Financial Assets. Estimated fair value is based on
the present value of future cash flows discounted using the prevailing rates that are specific to the tenor of
the instruments’ cash flows at the end of each reporting period with credit spread adjustment.
Long-term Debt. For both fixed rate and floating rate (repriceable every six months) US dollar
denominated debts and Philippine Peso-denominated fixed rate corporate notes, estimated fair value is
based on the discounted value of future cash flows using the prevailing credit adjusted US risk-free rates
and Philippine risk free rates that are adjusted for credit spread.
Acquisition of Meralco shares. On April 14, 2015, Beacon Electric and MPIC, with the conformity of
PCEV, entered into a Share Purchase Agreement (SPA) containing the following terms:
Beacon Electric to sell 112,709,871 Meralco shares (or 10% of Meralco’s outstanding common
shares) to MPIC.
Share purchase price at P =235.0 per share, for a total consideration of P
=26.5 billion to be paid as
follows: (i) P
=1.0 billion immediately, (ii) P
=17.0 billion in June 2015, and (iii) the remaining
balance on or before July 2016. MPIC expects to receive dividend of P =4.24 billion from Beacon
at the same time it settles the July 2016 payment such that MPIC’s net investment is at
=22.2 billion.
P
This transaction increased MPIC’s effective interest in Meralco from 27.48% to 32.48%, comprising of
15% direct investment in Meralco and 17.48% through Beacon. Closing of the transaction is on April 17,
2015 as the shares are crossed through the facilities of the PSE via Special Block Sale.
Loan Facilities. On April 14, 2015, MPIC entered into separate agreements to secure loan facilities in the
aggregate amount of P =25 billion, proceeds of which will be used to partially finance acquisition of 10% of
the total issued and outstanding common shares of Meralco owned by Beacon Electric, investment in
other projects and for other general corporate purposes. The facilities are:
41
a 10-year fixed-rate term loan of P=10 billion from Bank of the Philippine Islands;
a 10-year term loan of P=10 billion from Philippine National Bank, with fixed interest rate for the
first 5 years and repricing on the 5th year; and
a 10-year term loan of P=5 billion from BDO Unibank, Inc., with fixed interest rate for the first 5
years and repricing on the 5th year.
As at May 12, 2015, MPIC has not yet drawn from any of these facilities.
During the current period, the Company had a non-cash investing activity which was not reflected in the
interim consolidated statement of cash flows. As discussed in Note 9, the Company acquired
56.35 million shares of Meralco at an aggregate consideration of P=13.24 billion. Of the remaining
outstanding payable to Beacon Electric, P=2.1 billion was paid through offsetting with MPIC’s share of
dividends on common shares declared by Beacon Electric in February 2015 (see Note 16).
42
Item 2
43
Exhibit III
The summary financial information presented below as at March 31, 2015 and for the three-month periods
ended March 31, 2015 and 2014 was derived from the Company’s unaudited interim consolidated financial
statements, prepared in accordance with Philippine Accounting Standard 34, Interim Financial Reporting.
The information below is not necessarily indicative of the results of future operations.
In this Report, Core EBITDA, Core EBITDA Margin and Core Income are not measures of performance
under Philippine Financial Reporting Standards (PFRS), and users of this Report should not consider Core
EBITDA, Core EBITDA Margin and Core Income in isolation or as alternatives to net income as an indicator
of the Company’s operating performance or to cash flow from operating, investing and financing activities as
a measure of liquidity, or any other measures of performance under PFRS. There are various Core EBITDA,
Core EBITDA Margin and Core income calculation methods, accordingly, the Company’s presentation of
these measures may not be comparable to similarly titled measures used by other companies.
The following discussion and analysis of the Group’s financial condition and results of operations should be
read in conjunction with the accompanying unaudited interim condensed consolidated financial statements
and the related notes as at March 31, 2015 and for the three-month periods ended March 31, 2015 and 2014
(“March 31, 2015 Interim Consolidated Financial Statements”) included in this Report.
Increase
Unaudited (Decrease)
1Q 2015 1Q 2014 Amount %
(in Php Millions)
Operating revenues 8,537 8,177 360 4
Cost of sales and services 3,141 3,022 119 4
General and administrative expenses 1,857 1,687 170 10
Interest expense 1,100 990 110 11
Share in net earnings of equity method investees 920 560 360 64
Interest income 127 100 27 27
Other income (expense) - net 464 532 (68) (13)
Income before income tax 3,950 3,670 280 8
Net income attributable to owners of the Parent Company 2,444 2,344 100 4
Core income 2,566 2,243 323 14
Non-recurring income (expense) - net (122) 101 (223) (>100)
Overview
Highlights for the first three months of the year which had significant financial impact are as follows:
Increasing growth capacity. MPIC, together with its principal shareholder, MPHI entered into a
placement agreement with UBS AG, Hong Kong Branch on February 9, 2015, in respect of the offer
and sale (the “Offer”) by MPHI of 1,812,000,000 common shares of MPIC at the offer price of P =4.90
per share. Closing of the Offer is conditioned, among others, on MPHI subscribing (or agreeing to
subscribe) to the same number of shares at the offer price or a total of approximately P
=8.9 billion.
The proceeds from the placing and subscription transaction are being used to fund MPIC’s increased
direct investment in Meralco which also reduces borrowings at the Beacon level.
Expanding regional footprint. On January 14, 2015, MPIC through MPTC further expanded its
regional footprint through an equity investment and financing transaction with Ho Chi Minh City
44
Infrastructure Investment Joint Stock Co. (“CII”). The investment of approximately P=4 billion will
result in MPTC holding a 45% minority equity interest in CII Bridges and Roads Investment Joint
Stock Co. (“CII B&R”). CII B&R is a joint stock company established and existing under the laws of
Vietnam and listed in Ho Chi Minh City Stock Exchange. CII B&R currently operates three toll roads
in Vietnam which concessions run until 2018 for the 736-meter Rach Chiec Bridge and 2023 for the
8.39-kilometer Phan Rang Thap Bypass and 8.3-kilometer Rach Mieu Bridge. CII B&R has various
road and bridge projects under pre and on-going construction covering a total of 55 kilometers with an
expected combined traffic volume of 43,300 vehicles per day.
The following events/transactions did not have any significant financial impact as of March 31, 2015 but are
expected to affect financial results in the future:
Original proponent status for the Cebu-Cordova Bridge Project. In January 2015, MPTC, procured
original proponent status for the proposed Cebu-Cordova Bridge Project from Cebu City and the
Municipality of Cordova. Swiss Challenge is expected to be conducted within 2015, with MPIC
having the right to match the best bid. This project spanning 8.3 kilometers and with an estimated
project cost of ₱18.0 billion, will link the island of Mactan to mainland Cebu through the
Municipality of Cordova.
Opening of Segment 9 of Phase 2 of the NLEX. The Toll Regulatory Board (TRB) approved the
opening of the Segment 9 of Phase 2 of the NLEX Harborlink Project, adopting the existing
Authorized Toll Rates of the Manila North Expressway Project Phase 1. The TRB also approved the
collection of the existing open-system toll fee starting March 19, 2015 at the Karuhatan Valenzuela
City Toll Plaza.
MPHHI to Operate Zamboanga Hospital. MPHHI has formed a wholly-owned subsidiary, Metro
Pacific Zamboanga Hospital Corporation (“MPZHC”) to operate a 110-bed hospital in Zamboanga
City, under the proposed trade name West Metro Medical Center (“WMMC”). The commercial
operation of MPZHC is expected before the end of June this year following fulfillment of certain
regulatory requirements. MPHHI will install a new management team and will infuse capital to
complete a 4-storey annex building which will increase the hospital’s capacity from 110 to 190 beds,
making it the largest private hospital in the Zamboanga Peninsula.
An operating segment is a component of the Company that engages in business activities from which it may
earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the
Company’s other components. An operating segment’s operating results are reviewed regularly by the chief
operating decision maker to make decisions about resources to be allocated to the segment and assess its
performance, and for which discrete financial information is available.
Water utilities, which relate to the provision of water and sewerage services by Maynilad Water
Holding Company, Inc. (MWHCI) and its subsidiaries Maynilad Water Services, Inc. (Maynilad) and
45
Philippine Hydro, Inc. (PHI), and bulk water services by MetroPac Water Investments Corporation
(MPWIC).
Toll operations, which primarily relate to operations and maintenance of toll facilities by Metro
Pacific Tollways Corporation (MPTC) and its subsidiaries Manila North Tollways Corporation
(MNTC) and Cavitex Infrastructure Corporation (CIC), and associates, Tollways Management
Corporation (TMC) and CII B&R, and MPIC's associate, Don Muang Tollway Public Ltd (DMT).
Power distribution, which primarily relates to the operations of Manila Electric Company
(MERALCO) in relation to the distribution and supply of electricity. The investment in MERALCO is
held both directly and through a joint venture, Beacon Electric Holdings, Inc. (Beacon Electric).
Healthcare, which primarily relates to operations and management of hospitals, nursing and medical
schools and such other enterprises that have similar undertakings.
Rail, which primarily relates to operations and maintenance of the Light Rail Transit (LRT1) and
construction of the LRT1 extension by Light Rail Manila Corporation (LRMC) and ticketing services
by AF Payments Inc. (AFPI, formerly Automated Fare Collection Services, Inc).
Others, which represent holding companies and operations of subsidiaries involved in real estate and
provision of services.
Operational Review
I - MPIC CONSOLIDATED
The Company’s chief operating decision maker is the BOD. The BOD monitors the operating results of each
business unit separately for the purpose of making decisions about resource allocation and performance
assessment. Segment performance is evaluated based on: consolidated net income for the period; earnings
before interest, taxes and depreciation and amortization, or Core EBITDA; Core EBITDA margin; and core
income. Net income for the period is measured consistent with consolidated net income in the consolidated
financial statements.
Core EBITDA is measured as net income excluding depreciation and amortization of property and equipment
and intangible assets, asset impairment on noncurrent assets, financing costs, interest income, equity in net
earnings (losses) of associates and joint ventures, net foreign exchange gains (losses), net gains (losses) on
derivative financial instruments, provision for (benefit from) income tax and other non-recurring income
(expenses). Core EBITDA margin pertains to Core EBITDA divided by service revenues.
Performance of the operating segments are also assessed based on a measure of recurring profit or core
income. Core income is measured as net income attributable to owners of the Parent Company excluding the
effects of foreign exchange and derivative gains or losses and non-recurring items (NRI), net of tax effect of
aforementioned. NRI represent gains or losses that, based on occurrence or size, are not considered usual
operating items.
The following section includes discussion of the Company’s results of its operations as presented in its
consolidated financial statements as well as management’s assessments of the performance of the Group
which is translated to core (or recurring) profit and non-core (or non-recurring) profit.
46
1Q 2015 versus 1Q 2014
Increase
Unaudited (Decrease)
1Q 2015 1Q 2014 Amount %
(in Php Millions)
Operating revenues 8,537 8,177 360 4
Cost of sales and services 3,141 3,022 119 4
General and administrative expenses 1,857 1,687 170 10
Interest expense 1,100 990 110 11
Share in net earnings of equity method investees 920 560 360 64
Interest income 127 100 27 27
Other income (expense) - net 464 532 (68) (13)
Provision for income tax 262 201 61 30
Net income attributable to owners of the Parent Company 2,444 2,344 100 4
Other comprehensive income (loss) attributable to owners of
the Parent Company (98) (46) 52 >100
Total comprehensive income attributable to owners of
the Parent Company 2,346 2,298 48 2
Core income 2,566 2,243 323 14
Non-recurring income (expense) (122) 101 (223) (>100)
Revenues
The Company’s revenues increased by 4% to P =8,537 million for the first three months of 2015, reflecting
improved performance of the Company’s major operating segments, Water utilities, Toll road operations and
Healthcare. Water utilities posted a 2% increase in revenues on the strength of 3% billed volume growth.
MPTC posted 8% higher revenues mainly due to increased average daily vehicle entries on the NLEX by 8%
and the CAVITEX by 9%. Revenues in Healthcare also increased by 7% mainly driven by the high-intensity
cases and increasing number of out-patients served.
General and administrative expenses increased by 10% to P =1,857 million for the first three months of 2015
due to increases in ‘personnel costs’, ‘taxes and licenses’ and ‘advertising and promotion’. The annual salary
increase caused the increase in personnel cost while accelerated recognition of local business and real estate
taxes increased taxes and licenses expense for the first quarter. Advertising and promotion expenses also
increased significantly attributable to the toll group’s tourism related promotional campaigns.
Interest expense
47
Interest expense increased by 11% to P =1,100 million for the first three months of 2015 as the Company
recognized interest accretion on the liability relating to the purchase of Meralco shares from Beacon Electric
which was fully settled in February 2015 and interest expense on AIF’s loan which was drawn in August
2014.
Increase in MPIC’s share in the net earnings of associates and joint ventures for the first three months of 2015
was primarily due to the increase in effective ownership in Meralco of 2.5% beginning July 2014 and increase
in effective ownership in DMT of 22.2% beginning August 2014.
Interest income
Provision for income tax increased by 30% to P =262 million due to the increase in deferred tax liabilities with
the reversal of deferred taxes from the amortization of business combination fair value adjustments.
Other comprehensive income (loss) attributable to equity holders of the Parent Company
The Company recorded a higher other comprehensive loss of P =98 million during the first three months of
2015 compared with P=46 million in 2014 as it recognized a higher share in Beacon’s fair value loss from cash
flow hedge and unrealized fair value changes in AFS investment in bonds.
MPIC’s share in the consolidated core income increased by 14% from P =2,243 million for the first three
months of 2014 to P
=2,566 million in 2015 primarily reflecting the following:
48
26% increase in contribution from Beacon Electric/Meralco from P=878 million in the first three
months of 2014 to P=1,107 million in 2015 due to the combined impact of higher volume sold and
increased effective ownership in Meralco.
The figures referred to above represent MPIC’s share in the stand-alone core income of the operating
companies, net of consolidation adjustments.
Despite increase in the combined earnings of the Healthcare group, contribution from this segment was 38%
lower at P
=105 million compared with prior period of P
=169 million, reflecting lower effective ownership with
the entry of GIC as investor in MPHHI starting July 2014.
Maynilad, Meralco, MPTC and Healthcare accounted for 37%, 37%, 23% and 3%, respectively, of MPIC’s
share of operating income.
Non-recurring expenses of P
=122 million during the first three months of 2015 mainly includes project costs.
Non-recurring income of P
=101 million in the first quarter of 2014 benefitted from the realized gain on sale of
AFS financial asset.
49
II - OPERATING SEGMENTS OF THE GROUP
Water utilities
Increase
Unaudited (Decrease)
Maynilad Water Services, Inc. 1Q 2015 1Q 2014 Amount %
(in Php Millions)
Consolidated Statements of Income
Revenues 4,487 4,391 96 2
Costs and Expenses 1,689 1,724 (35) (2)
Interest expense (income) - net 482 505 (23) (5)
Other expense (income) - net 154 152 2 1
Benefit from income tax 88 99 (11) (11)
Core Income 2,250 2,109 141 7
Non-recurring income (expense) (31) (63) (32) (51)
Reported Net Income 2,219 2,046 173 8
Core EBITDA 3,171 2,985 186 6
Core EBITDA margin 71% 68% 3% 4
Capital Expenditure 1,719 962 757 79
Increase
Key Performance Indicators (Decrease)
1Q 2015 1Q 2014 Amount %
Volume of water supplied (MCM) 174.1 173.7 0.4 0
Volume of water billed (MCM) 114.7 111.6 3.2 3
Volume of water billed (MCM) - Consolidated 117.8 113.9 3.8 3
Non revenue water % (average) 34.1% 35.8% -1.7% (5)
Non revenue water % (period end) 32.7% 35.3% -2.6% (7)
Billed customers (period end) 1,211,954 1,145,934 66,020 6
Customer mix (% based on billed volume)
Domestic (residential and semi-business) 80.2% 80.5% -0.3% (0)
Non-domestic (commercial and industrial) 19.8% 19.5% 0.3% 2
Operational highlights
Maynilad, the biggest water utility in the Philippines, achieved a 3% increase in the volume of water sold in
its concession area for the first three months of 2015. The number of water connections (or billed customers)
rose 6% to 1,211,954 by the end of March 2015 from 1,145,934 a year earlier.
Non-Revenue Water (“NRW”) fell to 32.7% as at the end of March 2015 from 35.3% a year earlier as the
billed volume grew faster than the marginal increase in water supply. The improvement was achieved on the
strength of Maynilad’s continuing pipe replacement program, which saw 5,261 leaks repaired in the first three
months of 2015. It will be recalled that when MPIC invested in Maynilad in 2007, NRW stood at 68%.
Maynilad now delivers 24-hour water supply to 99.7% of its customers, while 100.0% of customers also
receive water pressure of seven pounds per square inch – the minimum pressure necessary to pump water
upstairs from the ground floor. The year earlier percentages were 98.2% and 99.9%, respectively.
50
lifted Core Net Income by 7% to P =2.3 billion. By contrast, Reported Net Income was up 8% to P =2.2 billion
from P=2.0 billion last year when it was held back by the arbitration cost. Consolidated billed volume for
Maynilad and its subsidiary Philhydro was up by 3% to 117.8 MCM.
Maynilad’s capital expenditure during the first three months of 2015 stood at P =1.7 billion of which a
significant portion is for the construction of wastewater facilities, pipelaying of primary pipelines, upgrade
and construction of reservoirs and pump stations.
On December 29, 2014, Maynilad received a favorable award in its arbitration regarding its water tariff for the
period from 2013 to 2017. The new rate results in a 9.8% increase in the 2013 average basic water charge of
=31.28 per cubic meter, inclusive of the P
P =1.00 Currency Exchange Rate Adjustment which the MWSS has
incorporated into the basic charge. However, the MWSS is refusing to abide by the legally binding arbitration
award. Acting in accordance with the provisions of its concession, Maynilad has therefore notified the
Republic of the Philippines (“Republic”) that it is calling on the Republic’s undertaking to compensate
Maynilad for losses arising from delayed implementation of the new tariff. As this has also not been acted
upon, on March 27, 2015 Maynilad served Notice of Arbitration against the Republic. This arbitration will be
conducted by a three-person panel in Singapore.
On April 21, 2015, Maynilad received notice from the MWSS to implement a net reduction in the basic tariff
of P
=0.36/cu.m, excluding CPI, as opposed to the arbitral award of a net increase P
=3.06/cu.m. This is contrary
to the arbitral award.
Maynilad is considering all its options before it reverts to the MWSS on the tariff that it will implement while
it continues to pursue its claim against the Undertaking of the Republic, including bringing the Republic to
international arbitration in Singapore.
Revenues
Increase
1Q 2015 1Q 2014 (Decrease)
Unaudited Amount %
(in Php Millions)
Water Services 3,736 3,642 94 3
Sewer Services 657 637 20 3
Other Contract & Services 94 112 (18) (16)
Total Revenues 4,487 4,391 96 2
Revenues for the three-month period ended March 31, 2015 grew 2% to P =4,487 million from P
=4,391 million
last year due to the 3% increase in billed volume. Percentage increases in the components of Maynilad’s
revenues are set out above.
51
Core income
Maynilad’s Core Income increased by 7% to P =2,250 million for the first three months of 2015 from
=2,109 million last year largely due to revenue growth with the increase in billed volume and lower personnel
P
cost.
Non-recurring expense for the first three months of 2014 were higher than the same period in 2015 as 2014
included arbitration costs.
The increase in Reported Net Income by 8% is higher than the growth in Core Income of 7% (as discussed
above) with Maynilad recognizing lower non-recurring expenses.
Toll Roads
Increase
1Q 2015 1Q 2014 (Decrease)
Metro Pacific Tollways Corporation Unaudited Amount %
(in Php Millions)
Consolidated Statements of Income
Net toll revenues 2,272 2,108 164 8
Cost of Services 832 783 49 6
Operating expenses 221 202 19 9
Interest expense (income) - net 282 257 (25) 10
Share in earnings of an associate 77 68 9 13
Other income (expense) - net 84 37 47 >100
Provision for income tax 272 230 42 18
Core Income 628 546 82 15
Non-recurring income (expense) - net (37) (8) 29 >100
Reported net income 777 731 46 6
Reported net income attributable to equity
holders of MPTC 591 538 53 10
Core EBITDA 1,597 1,428 169 12
Core EBITDA margin 70% 68% 2% 3
Capital Expenditure 799 171 628 >100
Increase
Key Performance Indicators (Decrease)
1Q 2015 1Q 2014 Amount %
Average Daily Vehicle Entries - NLEX 196,058 182,326 13,732 8
Average Daily Vehicle Entries - CAVITEX 118,435 108,991 9,444 9
Average Kilometers Travelled - NLEX 3,827,959 3,450,642 377,317 11
Average Daily Vehicle Entries - DMT 82,772 75,334 7,438 10
52
Operational highlights
MPTC’s Core Net Income of P =0.6 billion for the first three months of 2015 was 15% higher than a year
earlier as a result of strong traffic growth and increased shareholding in the MNTC. Average daily entries
rose 8% on the NLEX and 9% on the CAVITEX from a year earlier.
MPTC increased its shareholding in MNTC through a 3.9% direct acquisition for P =1.5 billion in January
2014 and additional effective shareholding of 4.6% for P
=1.7 billion in July 2014.
Philippines:
Construction continues on the NLEX Harbour Link connecting the NLEX to the North Manila Port in two
segments, Segments 9 and 10. Segment 9 was opened to the public on March 19, 2015 and Segment 10 will
open next year. Segment 9 had a project cost of P
=1.6 billion to build 2.42 kilometers of highway linking the
86.7-km NLEX to the MacArthur Highway in Valenzuela City. The 5.76-km Segment 10 will run from
Valenzuela City all the way to C3 in Caloocan City at a project cost of P
=10.5-billion.
However, MPTC continues to await approval of toll rate adjustments on CAVITEX (an increase of 25% for
R1 and 16% for R1 Extension) and for NLEX (an increase of 15%). These tariff adjustments have
accumulated through successive failures to raise tariffs since 2011 and are now constraining MPTC’s ability
to finance road construction necessary for continued economic growth.
The NLEX Harbour Link and Citilink projects, together with expansion of the CAVITEX, would see MPTC
invest approximately P =31 billion over the next few years to complete construction of this vital road
infrastructure. It is therefore important that overdue tariff increases be implemented. MPTC and MPIC
would fund this sum using internal resources and external debt.
With regard to MNTC’s proposal to build an elevated expressway to connect the Northern and Southern toll
road systems (the “Connector” project), bid invitation is expected by the middle of 2015 following the
National Economic and Development Authority (NEDA) Board’s decision in February 2015 to move
forward with the unsolicited proposal. The Swiss challenge to be conducted within 2015 will provide MNTC
the right to match the highest bid.
On February 9, 2015, MNTC received the Notice of Award from the Bases Conversion and Development
Authority (“BCDA”) for the management, operation and maintenance of the 94-kilometer Subic-Clark-
Tarlac Expressway (“SCTEX”) subject to compliance with specific conditions. The Notice of Award was
issued by BCDA following the results of the Price Challenge held on January 30, 2015. MNTC plans to
invest P
=600 million to integrate SCTEX with NLEX to facilitate seamless travel between the two
expressways. Full takeover of the SCTEX operation is expected before June 30 this year.
In January 2015, MPTC, obtained original proponent status for the proposed Cebu-Cordova Bridge Project
from Cebu City and the Municipality of Cordova. Swiss Challenge is expected to be conducted within 2015,
with MPIC having the right to match the best bid. This project spanning 8.3 kilometers and with an
estimated project cost of P
=18.0 billion, will link the island of Mactan to mainland Cebu through the
Municipality of Cordova.
Thailand:
Contribution from the Don Muang Tollway Public Company Ltd. ("DMT") for the first three months of 2015
grew to P =63 million compared with P
=14 million a year earlier. This was driven by: (i) 10% traffic growth;
(ii) increased shareholding in DMT to 29.45% compared with 7.36% a year earlier; and (iii) toll rate
increases of 17% and 20% on its Original road and Northern extension, respectively, on December 22, 2014.
53
Vietnam:
MPTC further expanded its regional footprint through an equity investment and financing transaction with
Ho Chi Minh City Infrastructure Investment Joint Stock Co. (“CII”) of Vietnam. The investment, which was
settled in March 2015 as to P=2.6 billion out of a total of P
=4.1 billion effectively provides MPTC a 45%
minority equity interest in CII Bridges and Roads Investment Joint Stock Co. (“CII B&R”). CII B&R has
various road and bridge projects in and around Ho Chi Minh City and its portfolio includes roads spanning
17 kilometers operating at 38,000 vehicles per day and roads under pre and on-going construction covering a
total of 55 kilometers with an expected combined traffic volume of 43,300 vehicles per day.
Net toll revenues for the first three months of 2015 amounted to P
=2,272 million, 8% higher than same period
last year, mainly due to traffic growth. Average daily vehicle entries for the first three months of 2015 on
NLEX and CAVITEX grew by 8% and 9%, respectively.
Total cost and expenses for the first three months of 2015 grew by 7% to P =1,053 million. Operator’s fee
increased by 9% due to inflationary increase in base fee. Amortization of concession asset increased in line
with the increase in average daily vehicle entries and from additional capital expenditures during the period.
Core income
Core income increased by 15% to P =628 million mainly due to the increase in shareholding in MNTC by 4.6%
in July 2014 and traffic growth on NLEX and CAVITEX.
Non-recurring expense
Growth in Reported Net Income is slower than growth in Core Income with MPTC recognizing higher project
costs in first quarter 2015 as compared with first quarter 2014.
54
Power
Increase
1Q 2015 1Q 2014 (Decrease)
Manila Electric Company Unaudited Amount %
(in Php Millions)
Revenues 62,589 55,109 7,480 14
Expenses 56,224 49,336 6,888 14
Core income 4,416 4,088 328 8
Reported net income attributable to equity holders of
Meralco 4,421 4,008 413 10
Capital Expenditure 3,041 2,098 943 45
Increase
Key Performance Indicators (Decrease)
1Q 2015 1Q 2014 Amount %
Volume Sold (in mln kwh) 8,092 7,908 184 2
System Loss (12-month moving average) 6.50% 6.59% -0.09% (1)
Operational highlights
Meralco’s Core Net Income for the first three months of 2015 rose 8% to P=4.4 billion compared with the first
three months of 2014. This was driven by a 2% increase in energy sales to 8,092 gigawatt hours (“GWh”),
growth in the number of contestable customers of MPower (Meralco's Retail Electricity Supply unit) and a
14% increase in the contribution to Net Income from operating subsidiaries, affiliates and other related parties.
Revenues for the first three months of 2015 rose 14% to P =62.6 billion compared with the same period last
year. However, normalizing the 2014 revenues for the P =9.3 billion Wholesale Electricity Spot Market
("WESM") adjustment shows that 2015 consolidated revenues were 3% lower than in 2014. The decrease is
mainly attributable to the lower distribution tariff commencing July 2014 with the implementation of the 4th
Regulatory Year Maximum Average Price of P =1.5562 per kilowatt hour.
Capital expenditures for the first quarter of 2015, including those for new load requirements and system
reliability, amounted to P
=3.0 billion, up from P=2.1 billion in the first quarter of 2014. This spending will help
ease the seasonal tight summer electricity supplies expected in 2015 and 2016.
Meralco's capex commitment continues to deliver strong returns. The 12-month moving average system loss
fell to just 6.5% at the end of March 2015, two full percentage points lower than the regulatory cap of 8.5%
and a record low. Total savings to the Meralco customers as a result of these efficiencies have amounted to
=16.8 billion since 2008.
P
MPower, Meralco's Retail Electricity Supply unit, managed to serve an increased number of contestable
accounts with a suite of competitive product offerings. MPower now serves 203 customers out of the 349
businesses which have switched to contestability.
Longer term, Meralco is pushing ahead with MGen’s Redondo Peninsula Energy, Inc., power plant project
following the Supreme Court’s decision upholding the validity of the plant’s Environmental Compliance
Certificate.
The Power Supply Agreement jointly filed by San Buenaventura Power Limited (“SBPL”) and Meralco
covering the full capacity of SBPL’s 455 MW (net), supercritical coal-fired power plant in Mauban, Quezon is
55
still awaiting approval from the Energy Regulatory Commission (ERC). Financing from a consortium of local
banks for the project and the issuance of a Notice to Proceed to the selected EPC contractor will proceed upon
release of the decision by the ERC.
Underlying growth at Meralco, refinancing of borrowings at Beacon Electric in 2013 and the increase in
MPIC’s effective ownership in Meralco from 24.98% to 27.48% on June 26, 2014, combined to increase the
segment’s contribution to MPIC for the period by 26% to P
=1.1 billion.
On April 17, 2015, MPIC acquired additional Meralco shares from Beacon, bringing effective ownership in
Meralco to 32.48%. The increase in effective ownership in Meralco, coupled with planned reduction of
relatively expensive debt at Beacon, is expected to further boost this segment’s contribution to MPIC’s core
income going forward.
Healthcare
Increase
1Q 2015 1Q 2014 (Decrease)
Healthcare Group* Unaudited Amount %
(in Php Millions)
Gross Revenues 3,683 3,456 227 7
Expenses 2,929 2,787 142 5
Core EBITDA 801 731 70 10
Core Income 293 253 40 16
Reported Net Income 292 252 40 16
Increase
Key Performance Indicators (Decrease)
1Q 2015 1Q 2014 Amount %
Occupancy rate (%) - Standard Beds 62% 69% (7%) (10)
Total beds available 2,135 2,075 60 3
No. of Patients – In patient 29,720 31,438 (1,718) (5)
No. of Patients – Out patient 488,935 431,028 57,907 13
No. of Accredited Doctors 5,477 5,446 31 1
No. of Enrollees (schools) - average YTD 4,972 4,188 784 19
*Combined financial results of entities under the healthcare group (e.g. subsidiaries and associates).
Aggregate core net income for the Hospital Group rose 16% to P =293 million in the first three months of 2015
compared with the first three months of 2014 as a result of increasing patient revenues, gains from completed
capital expenditure programs and savings from group synergy projects. Contribution to MPIC’s core income
decreased from P =169 million in the first three months of 2014 to P
=105 million this year reflecting dilution in
effective ownership with the entry of GIC Private Limited as investor in Metro Pacific Hospital Holdings, Inc.
("MPHHI"), the hospital investment arm of MPIC.
MPHHI has formed a wholly-owned subsidiary, Metro Pacific Zamboanga Hospital Corporation (“MPZHC”)
to operate a 110-bed hospital in Zamboanga City under the proposed trade name West Metro Medical Center
(“WMMC”). The commercial operation of MPZHC is expected to commence before the end of June this year
following fulfillment of certain regulatory requirements. MPHHI will install a new management team and will
infuse capital to complete a 4-storey annex building to increase the hospital’s capacity from 110 to 190 beds,
making it the largest private hospital in the Zamboanga Peninsula.
WMMC will become the 9th hospital in MPIC’s growing nationwide chain of private hospitals, taking our bed
count up to 2,245. Including WMMC, the Company’s portfolio consists of: 9 full service hospitals; one mall-
56
based diagnostic and ambulatory care center located in SM Megamall; and 2 healthcare colleges - Riverside
College Inc. in the Visayas and Davao Doctors College in Mindanao. The Group’s hospitals are: Makati
Medical Center, Cardinal Santos Medical Center, Our Lady of Lourdes Hospital, Asian Hospital & Medical
Center and De Los Santos Medical Center in Metro Manila; Central Luzon Doctors' Hospital in Tarlac;
Riverside Medical Center in the Visayas; and Davao Doctors Hospital and West Metro Medical Center in
Mindanao.
Discussion on Financial Position as at December 31, 2014 and March 31, 2015
Assets
The following table summarizes the individual increases (decreases) of consolidated asset accounts.
Noncurrent Assets
Restricted cash 889 ─ 889 ─ ─ ─
Receivables 223 ─ 263 ─ (40) (15)
Available for sale financial assets 2,174 1 2,162 1 12 1
Investments and advances 65,921 33 65,175 34 746 1
Goodwill 18,308 9 18,308 8 ─ ─
Service concession assets 99,954 50 98,260 50 1,694 2
Property use rights 598 ─ 608 ─ (10) (2)
Property and equipment 7,456 4 7,368 4 88 1
Other noncurrent assets 5,186 3 5,210 3 (24) (0)
200,709 100 198,243 100 2,466 1
Cash and cash equivalents and short-term deposits – (Decrease) Due to the settlement of liability to
Beacon Electric for the purchase of 5% of Meralco amounting to P =5.1 billion, funding for the acquisition
of investments in shares of CII B&R and convertible bonds issued by Ho Chi Minh City Infrastructure
Investment Joint Stock Co. (CII) amounting to P =2.6 billion, and allocation of P
=3.4 billion to an escrow
fund in favor of the BCDA in connection with the handover of the SCTEX concession. The decrease was
partially offset by the proceeds of P
=8.7 billion from the capital raising in February 2015.
57
Restricted Cash – current and non-current portions – (Increase) Increase in the current portion of
restricted cash reflects cash deposited in an escrow account in favor of the BCDA to acquire the
concession rights to operate the SCTEX.
Receivables – current and non-current portions – (Increase) Mainly driven by the dividends receivable
from Meralco, Beacon Electric and TMC. In addition, trade receivables also increased consistent with
improvement in revenues.
Due from related parties – (Decrease) Settlement of intercompany advances for the period.
Other current assets – (Increase) Mainly due to the reclassification of LTIP deposit to current asset.
Available-for-sale financial assets-noncurrent – (Decrease) Mainly due to the change in fair value of
AFS investments.
Investments and advances – (Increase) Increase is due to the equity investment and financing transaction
with CII of Vietnam. The investment, which was settled in March 2015 as to P=2.6 billion out of a total of
=4.1 billion effectively provides MPTC a 45% minority equity interest in CII B&R.
P
Service concession assets – (Increase) Mainly due to the additional capital expenditures for the year, net
of amortization. For the three-month period ended March 31, 2015, additions to the NLEX pertain mainly
to the civil works construction on Segments 9 and 10 and fixed operating equipment (FOE) design, supply
and installation for the toll collection system (TCS) migration on Segment 8.1 and Phase I and pre-
construction costs of Segment 8.2 of Phase II. Additions also included capitalized borrowing cost of
=158.8 million for the three months ended March 31, 2015. Additions to CAVITEX included the civil
P
works construction of the Modified Zapote Interchange, part of Segment 4 of R-1 Expressway Extension
and FOE design, supply and installation for the TCS migration of Segment 1 of R-1 Expressway.
Additions to the service concession assets for the water utilities substantially relate to the cost of
rehabilitation works and additional construction.
Property use rights – (Decrease) Amortization of the intangible asset of CVHMC and EMHMC acquired
through business combinations where the legal forms of the arrangements are leases.
Property and equipment – (Increase) Additional property and equipment purchased net of depreciation.
Other noncurrent assets – (Decrease) Mainly driven by the reclassification of LTIP deposit to current
asset partially dampened by the increase in deferred tax asset.
58
Liabilities and Equity
The following table summarizes the individual increases (decreases) of consolidated liability and equity
accounts.
Noncurrent Liabilities
Noncurrent portion of:
Provisions 216 ─ 228 ─ (12) (5)
Service concession fees payable 7,220 10 7,271 10 (51) (1)
Long-term debts 57,387 77 57,494 76 (107) (0)
Deferred tax liabilities 4,273 6 4,228 6 45 1
Other long-term liabilities 5,410 7 6,019 8 (609) (10)
74,506 100 75,240 100 (734) (1)
Equity
Capital stock 27,917 25 26,096 25 1,821 7
Additional paid-in capital 49,924 44 42,993 41 6,931 16
Equity reserves 6,239 5 6,245 6 (6) (0)
Retained earnings 28,936 25 27,525 27 1,411 5
Other comprehensive income reserve 738 1 836 1 (98) (12)
Total equity attributable to owners of
the Parent Company 113,754 100 103,695 100 10,059 10
59
Short-term loan – (Increase) Short-term loan amounting to P=2.1 billion from a Philippine bank was used
as an interim financing for the payment of the investment in CII B&R.
Accounts payable and other current liabilities - (Increase) Mainly due to slightly higher level of trade
payables in MPTC and Maynilad.
Due to related parties – (Decrease) Mainly due to settlement of payable to Beacon for the acquisition of
5% equity ownership in Meralco.
Provisions – current and noncurrent portions – (Increase) MPTC’s periodic provision for heavy
maintenance and certain accruals for the period.
Service concession fees payable – current and noncurrent portions – (Decrease) Represents actual
payment of concession fees.
Long-term debt – current and noncurrent portions – (Decrease) Settlement of scheduled payments of
loans.
Other long-term liabilities – (Decrease) Due to reclassification of accrued LTIP Payable to current
liability.
Deferred tax liabilities – (Increase) Mainly pertains to the reversal of deferred tax accounts relating to the
business combination fair value amortization.
Capital stock and Additional paid-in capital – (Increase) Mainly driven by the overnight equity placement
of 1.8 billion new MPIC shares.
Retained earnings – (Increase) Attributable to the net income earned for the period, net of dividends
declared in 2015.
Other comprehensive income reserves – (Decrease) Due to the combination of (i) unrealized loss on fair
value change in Beacon Electric's cash flow hedge; and (ii) the unrealized loss on fair value change on
AFS investment.
Non-controlling interest – (Increase) In addition to the non-controlling interest’s share in the net earnings
in majority owned subsidiaries, the increase in non-controlling interest also included equity infusion made
by the other shareholders of LRMH and LRMC.
60
Liquidity and Capital Resources
The following table shows a summary of the Group’s unaudited statements of cash flows for the first three
months of 2015 and 2014 as well as our consolidated capitalization as of March 31, 2015 and December 31,
2014:
Increase
Unaudited (Decrease)
1Q 2015 1Q 2014 Amount %
(in Php Millions)
Cash Flows
Net cash provided by operating activities 4,072 2,989 1,083 36
Net cash provided by (used in) investing activities (11,804) 1,332 (13,136) >100
Net cash provided by (used in) financing activities 7,966 4,077 3,889 95
Net increase in cash and cash equivalents 234 8,389 (8,155) (97)
Capital expenditures 2,791 1,402 1,389 99
Increase
Unaudited Audited (Decrease)
March 31, December 31,
2015 2014 Amount %
(in Php Millions)
Capitalization
Short-term loans 2,100 ─ 2,100 >100
Long-term debt net of current portion 57,387 57,494 107 <1
Current portion of long-term debt 3,577 3,573 4 <1
Total short and long-term debt 63,064 61,067 1,977 3
Non-controlling interest 26,310 25,877 433 2
Total equity attributable to owners of the Parent
Company 113,754 103,695 10,059 10
As at March 31, 2015, MPIC’s consolidated cash and cash equivalents and short-term deposits totaled
=23,530 million, a decrease of P
P =2,228 million from P
=25,758 million as at December 31, 2014.
Operating Activities
MPIC’s consolidated net operating cash flow in the first three months of 2015 posted a 36% increase from
=2,989 million to P
P =4,072 million with the improvement in operating income.
A large portion of the Group’s cash flow from operating activities is generated by the water utility which
accounted for 53% and 54% of the Group’s total revenues during the three months ended March 31, 2015 and
2014, respectively. Revenues from the toll roads business accounted for 27% and 26% during the three
months ended March 31, 2015 and 2014, respectively. Hospital business accounts for the remaining 21% for
both periods.
61
Investing activities
Investments in CII B&R – MPTC further expanded its regional footprint through an equity investment
and financing transaction with CII of Vietnam. The investment, which was settled in March 2015 as
to ₱2.6 billion out of a total of ₱4.1 billion effectively provides MPTC a 45% minority equity interest
in CII B&R.
Settlement of payable to Beacon Electric. On June 24, 2014, MPIC entered into a Share Purchase
Agreement with Beacon Electric for the sale of the latter’s 56.35 million shares, comprising
approximately 5%, in Meralco at a price of P
=235 per share for an aggregate consideration of
=13.24 billion. The payable to Beacon Electric as at December 31, 2014 in relation to this transaction
P
was settled in February 2015 by way of cash amounting to P =5.1 billion.
Escrow account for the SCTEX project. As of March 31, 2015, restricted cash included cash
deposited in an escrow account in favor of the BCDA amounting to P =3.44 billion to acquire the
concession rights to operate the SCTEX project. The escrow amount shall be released to BCDA
subject to the completion of legal requirements prior to the turn-over of the SCTEX project to MNTC.
Capital expenditures. The Group’s capital expenditures amounted to P =2,791 million during the first
three months of 2015, compared with P =1,402 million in the first three months of 2014. Capital
expenditures for the three-month period ended March 31, 2015 comprised additions to service
concession assets of Maynilad and MPTC and continuous improvements for the Hospitals. Additions
to the NLEX pertain mainly to the civil works construction on Segments 9 and 10 and fixed operating
equipment (FOE) design, supply and installation for the toll collection system (TCS) migration on
Segment 8.1 and Phase I of the NLEX and pre-construction costs of Segment 8.2 of Phase II of the
NLEX. Additions to CAVITEX included the civil works construction of the Modified Zapote
Interchange, part of Segment 4 of R-1 Expressway Extension and FOE design, supply and installation
for the TCS migration of Segment 1 of R-1 Expressway. Additions to the service concession assets
for the water utilities substantially relate to the cost of rehabilitation works and additional
construction.
Financing Activities
The Company’s consolidated net cash flow from financing activities increased from P
=4,077 million in the first
three months of 2014 to P
=7,966 million in the first three months of 2015.
Below are the significant sources of cash inflow during the first three months of 2015:
Proceeds from Equity placement. On February 9, 2015, MPIC, together with its principal shareholder,
MPHI entered into a placement agreement with UBS AG, Hong Kong Branch, in respect of the offer
and sale by MPHI of 1,812,000,000 common shares of MPIC at the offer price of P=4.90 per share or a
total of P
=8.9 billion.
Proceeds from short-term and long-term debt. The Company availed of the following debt:
o Short Term Loan. On February 25, 2015, MPTC availed of a short-term loan in the amount
of P
=2.1 billion from a Philippine bank, the proceeds of which were used as an interim
financing for the payment of the investment in CII B&R. The loan bears interest of 4.5% per
annum, payable in three months or May 26, 2015.
62
o ₱6 Billion Peso DBP Loan. Maynilad entered into a loan agreement with Development Bank
of the Philippines amounting to ₱6 billion to partially finance the construction of Paranaque-
Las Pinas sewerage system. The loan is scheduled for three drawdowns. The first drawdown
was made on March 2, 2015 amounting to ₱1 billion.
Aside from scheduled payment of debt (including interest) and service concession fees of Maynilad, cash
outflow included dividends paid to non-controlling shareholders amounting to P =1,227 million, significant
portion of which is attributable to share in the dividends of the non-controlling shareholders of MNTC and
Maynilad Water Holding Company, Inc.
63
FINANCIAL SOUNDNESS INDICATORS
a
Annualized
b
for the three-months period ended March 31, 2015 and 2014
64
RISK FACTORS
As an investment and management company, MPIC undertakes risk management at a number of distinct
levels:
MPIC’s geographic focus is still predominantly the Philippines within which its management team has
extensive experience. MPIC has recently bagun expanding its operations in Southeast Asia through its
equity investments in Don Muang Tollways in Thailand and in CII Bridges and Roads Investments
in Vietnam.
Prior to making a new investment, any business to be acquired is subject to an extensive due diligence
including financial, operational, regulatory and risk management as well as dispute resolution
mechanisms. Risks to investment returns are then calibrated and specific measures to manage these risks
are determined. The Company is highly selective in the investment opportunities it examines. Due
diligence is conducted on a phased basis to minimize costs of evaluating opportunities that may
ultimately not be pursued.
MPIC does not guarantee the borrowings of its investee operating companies and there are no cross
default provisions from one investee operating company to another. Financial stability of the holding
company, including its dividend commitment to shareholders, is managed by reference to the ability of
the investee companies to remit dividends to MPIC to cover operating costs and service borrowings. We
avoid currency and investment cycle mismatches by borrowing only in Pesos using primarily long term
instruments with fixed rates. The Company sets the level of debt on its own balance sheet so as to
withstand variability of dividend receipts from its operating companies associated with regulatory and
other risks described below.
MPIC’s investments involve - to varying degrees - a partnership approach with MPIC taking a
controlling position and key operating partners providing operational and technological input and thereby
mitigating risks associated with investing in new business areas. These partners are equity partners - and
having co-invested with the Company in a particular opportunity, they will participate in the risks and
rewards of the business alongside MPIC.
Financing for new investments is through a combination of debt and/or equity by reference to the
underlying strength of the cashflow of the target business and the overall financing position of MPIC
itself.
Operational risks. Each of the operating companies has a full management team which is responsible for
having their own plan to manage risk which is reviewed annually by the MPIC Audit and Risk
Management Committee, together with MPIC’s designated Chief Risk Officer, and each of the respective
operating companies’ board of directors.
Political and Regulatory. The majority of MPIC's invested capital is deployed into businesses which are
directly regulated by arms of the state: electricity distribution; water supply and distribution along with
sewage treatment; and tollroads. Each of these businesses has concession or franchise agreement which
involve a degree of operating performance obligation in order to retain our rights and earn our expected
returns. In some cases, these agreements provide for retrospective assessment of the extent of our overall
operational and financial performance sometimes over a period of years.
Risks arising from these types of businesses include the potential for differences with regulators
involving interpretation of the relevant agreements – either during the period in question or in retrospect.
To manage these risks, the investee companies have established dedicated regulatory management
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groups with experienced personnel. Their duty is to manage the relationship with regulators, keep
management up-to-date on the status of the relationship and ensure companies are well prepared for any
forthcoming regulatory changes or challenges.
Competition and Market. Competitive and market-driven demand risks are most pronounced in Meralco,
MPTC and the Healthcare group.
Meralco carries a degree of market risk and its returns in the short term may be influenced by
consumers who elect to self-generate and disconnect from the distribution grid. We are mitigating that
risk by improving efficiencies to the point that makes it largely uneconomic to self-generate.
With the move to Open Access from June 2013, Meralco took risks associated with buying and selling
power on its own account instead of on a pass through basis. Meralco has an experienced management
team in place to lead this business.
Meralco is now also invested in power generation with attendant demand volume and price risks and
fuel source price and supply risks. The primary mitigants are contracting to match demand and supply
side volumes where possible and employing highly experienced power market professionals to
manage any open positions by trading in the market.
At MPTC, we set tariffs on new road projects based on traffic projections agreed with the regulator.
Rising fuel prices, alternative means of transport and existing or prospective alternative routes are all
factors that can affect the number of vehicles that use our roads.
We alleviate this risk by choosing our projects carefully. Existing high traffic density, difficulty in
securing competing routes, a high potential for growth given demographic changes and conservative
growth estimates, even with the prior factors included in the assessment, are the important variables
we consider when committing to traffic projections with the regulator.
For the Hospitals group, investment is taking place to enable more qualified personnel to better serve
patients more efficiently and effectively in upgraded facilities and with better equipment.
The primary risk is that investment runs ahead of demand and patient ability or willingness to pay.
We mitigate this risk by ensuring we know our target market and scale our improvements to their
ability to pay. The pace of medical innovation is accelerating requiring increased management of the
risks that costly equipment may become out of date before its cost is fully recovered and traditional
healthcare delivery models may be disrupted.
The water company has some supply side risk in that: (i) it secures almost all of its supply from a
single source – the Angat dam; and (ii) this water source is shared by another water concessionaire, a
hydroelectric plant, and the needs of farmers for irrigation. A water usage protocol is in place to
ensure all users receive water as expected within the constraints of available supply. Following
significant water supply disruptions in the past arising indirectly from typhoons, the business has
experienced periods of lower water supply than allowed for in its concession. We have worked to
moderate our reliance on Angat by developing the Putatan Water Treatment Plant. However, our
regulator does not now wish us to invest further in alternative water sources and this means the logical
way to mitigate our supply side risk is now largely prohibited to us.
MPIC’s investee companies’ financial risks are primarily: interest rate risk, foreign currency risk,
liquidity risk, credit risk and equity price risk. The Board of Directors of each company reviews and
approves policies for managing each of these risks as follows:
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Interest Rate Risk. Interest rate exposure is managed by using a mix of fixed and variable rate debt.
Foreign Currency Risk. In general the investee companies will place some degree of reliance on their
regulated return mechanisms to pass through foreign currency risk. The current liquidity and depth of the
Philippine credit market is such that there should be little need for raising new borrowings in foreign
currency.
Maynilad has some foreign currency borrowing but there is a mechanism in place wherein it can recover
currency fluctuations as approved by its Regulator.
Liquidity Risk. Each business monitors its cash position using a cash forecasting system wherein all
expected collections, disbursements and other payments are determined in detail.
Credit Risk. Credit risk is managed by setting limits on the amount of risk a business is willing to accept
for individual counterparties and by monitoring exposures in relation to such limits.
Equity Price Risk. The Company's investee companies are generally not faced with equity price risk
beyond that normal for any listed company, where relevant. MPIC’s investment in Meralco, through
Beacon Electric, is partly financed by borrowings which require a certain security cover based on the
price of Meralco’s shares on the PSE on a volume weighted 30 trading day average calculation.
Meralco’s share price would have to decline by 56.23% from its price as at March 31, 2015 before
Beacon Electric would be required to top-up collateral with cash or pay-down debt.
i. Events that will trigger direct or contingent financial obligation that is material to the company,
including any default or acceleration of an obligation
Please refer to Note 26 – Contingencies and Note 27 – Significant Contracts, Agreements and
Commitments to the March 31, 2015 Interim Consolidated Financial Statements for the updates on the
Company’s financial obligations.
ii. All material off-balance sheet transactions, arrangements, obligations (including contingent
obligations), and other relationships of the company with unconsolidated entities or other persons
created during the reporting periods
Please refer to Note 27 – Significant Contracts, Agreements and Commitments and Note 16 – Related
Party Transactions to the March 31, 2015 Interim Consolidated Financial Statements for the updates on
the Company’s financial obligations.
Please refer to Note 9 – Investments and Advances to the March 31, 2015 Interim Consolidated
Financial Statements for the updates on Beacon's debt.
iii. Description of any material commitments for capital expenditures, general purpose of such
commitments, expected sources of funds for such expenditures
Please refer to Note 27 – Significant Contracts, Agreements and Commitments to the March 31, 2015
Interim Consolidated Financial Statements for the updates on the Company’s commitments.
iv. Any known trends, events or uncertainties that have had or that are reasonably expected to have a
material favorable or unfavorable impact on net sales or revenues or income from continuing
operations
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The Company’s results of operations are highly dependent on its ability to set and collect adequate
tariffs under its concession agreements with the Philippine Government. Please refer to Note 3 –
Operating Segment Information to the March 31, 2015 Interim Consolidated Financial Statements.
v. Any seasonal aspects that had a material effect on the financial condition or results of operations
Please refer to Note 3 – Operating Segment Information to the March 31, 2015 Interim Consolidated
Financial Statements.
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