Professional Documents
Culture Documents
Form Type Department requiring the report Secondary License Type, If Applicable
1 7 - A
COMPANY INFORMATION
Company's Email Address Company's Telephone Number/s Mobile Number
converge.sec@convergeict.com - 09175774586
Annual Meeting Fiscal Year
Month/Day Month/Day
Last Friday of May of Each Year Dec-31
CONTACT PERSON INFORMATION
The designated contact person MUST be an Officer of the Corporation
Name of Contact Person Email Address Telephone Number/s Mobile Number
OWEN OCAMPO okdocampo@convergeict.com - 09328912603
CONTACT PERSON's ADDRESS
Reliance IT Center Bldg., Annex 1, No. 99, E. Rodriguez Jr. Ave., Brgy. Ugong, Pasig City
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.
7. New Street Bldg., Mc Arthur Highway, Balibago, Angeles City, Pampanga 2009
Address of registrant's principal office Postal Code
8. (02) 8667-0888
Registrant's telephone number, including area code
9. Not applicable
Former name, former address and former fiscal year, if changed since last report
10. Securities registered pursuant to Sections 8 and 12 of the Code, or Sections 4 and 8 of the RSA
Title of Each Class No. of Shares of Common Stock Issued & Outstanding
Common Stock, P0.25 par value 7,526,294,461 Shares
11. Are any or all of the securities listed on the Philippine Stock Exchange?
Yes [✓] No [ ]
Yes [✓] No [ ]
(b) has been subject to such filing requirements for the past ninety (90) days
Yes [✓] No [ ]
13. State the aggregate market value of the voting stock held by non-affiliates of the registrant. P70.9 billion (2.7 billion
shares at P26.00 (as of February 28, 2022))
Item 1. BUSINESS
Overview
Converge Information and Communications Technology Solutions, Inc. (“Converge” or the “Company”) is the
fastest-growing high-speed fixed broadband operator in the Philippines. We are the only pure-play high-speed
fixed broadband provider, with an exclusive focus on serving the Philippines with industry leading optical fiber
based connectivity services.
This singular focus on highspeed fixed broadband services is deeply ingrained in our organization, which
permeates all aspects of our operations, including our network rollout, product and service offerings, sales and
customer service. During the full year of 2021 and based on publicly available information, Converge captured
42% market share of fixed broadband net adds amongst the three largest broadband operators in the Philippines,
representing an increase in fixed broadband market share from 25.6% in December 2020 to 30.1% in December
2021. Since 2018, our strategy has been to focus on Fiber-to-the-Home (“FTTH”) expansion, as FTTH technology
allows us to offer higher quality connectivity and generate higher ARPU. Our residential subscriber base grew
from approximately 1,038,000 as of the start of 2021 to more than 1,691,000 as of December 31, 2021.
We own and operate the fastest-growing, end-to-end fiber network in the Philippines, which is also one of the
newest in the country. With over 103,000 kilometers of terrestrial fiber as of December 31, 2021, our backbone
network is among the most extensive in the country. Our fiber backbone now stretches from Luzon to Mindanao,
with a fiber distribution and last-mile network that covers almost 500 cities and municipalities across the country
as of December 31, 2021. Our network reached more than 10.9 million homes by the end of 2021, covering
approximately 70% of households in Luzon and 42.7% of households nationwide. As of December 31, 2021 we
operate in the following regions: Region 1 – Ilocos; Region 2 – Cagayan Valley; Region 3 – Central Luzon; the
National Capital Region; Region 4A – Calabarzon; the Cordillera Administrative Region; Region 5 – Bicol;
Region 6 – Western Visayas; Region 7 – Central Visayas; Region 10 – Northern Mindanao; and Region 11 –
Davao Region. Our network consists of 100% high-speed technologies, by enabling fixed broadband connections
utilizing fiber-to-the-home (“FTTH”) and hybrid fibercoaxial (“HFC”) technologies. In November 2021, the
Company completed its nationwide subsea cable backbone project, supported by 20 cable landing stations across
the archipelago.
Converge was listed on the Philippine Stock Exchange (“PSE”) on October 26, 2020 under the ticker symbol
CNVRG, marking another historic milestone for the Company in 2020. With an offering size of P25 billion, our
Initial Public Offering was the largest IPO on the PSE at that time since 2016. On August 5, 2021, the Philippine
Stock Exchange (“PSE”) announced that Converge will be included in the Philippine Stock Exchange Index
(“PSEi”) effective August 16, 2021 after qualifying for early inclusion. The PSE approved amendments to its
index management policy, one of which was that companies with trading history of six months (from previous
requirement of 12 months) will be eligible for early inclusion, provided that the company’s market capitalization
is ranked at least in the 25th position at the end of the review period, subject to meeting the free float and liquidity
criteria. With the support of the investing public, the Company was able to meet all the necessary requirements for
early inclusion, and was therefore added to the 30- company index, which serves as a barometer of the general
state of the business climate in the country. Converge will further be included in the PSE Services Index,
representing one of the main six sector-based indices of the local exchange. Further, in September 2021, Converge
was included in the Small-cap Index of the FTSE Global Equity Index Series, further deepening the interest from
passive investors.
As a publicly listed company, Converge will disclose information on our environmental, social, and governance
impacts for the year ending December 31, 2021 in Exhibit 2 of the Company’s full year 2021 Annual Report.
In 2021, a new normal has emerged due to COVID-19, driving a permanent paradigm shift in connectivity
requirements. As the Philippines continues to adapt to the challenges posed by the pandemic, our mission of
connecting the underserved and unserved areas of the country with high quality fiber broadband connectivity
services has become even more critical. By providing reliable and affordable broadband services that can support
work-from-home (“WFH”), online-learning or tele-medicine arrangements, we are committed to support the lives
of people and the connectivity requirements of businesses in these challenging times.
“The shifts we experienced this year have been pivotal to the growth of the fixed broadband market in the
Philippines. With Converge ICT’s expertise, we are in a prime position to help the community adapt to the digital
lifestyle by serving their at-home needs.” said Dennis Anthony Uy, founder and chief executive officer of
Converge ICT.
In 2007, Mr. Dennis Anthony H. Uy and Ms. Maria Grace Y. Uy (collectively referred to as “Founders”)
incorporated Converge in Pampanga, a province in Luzon, with the primary purpose of providing broadband
internet and other connectivity services to residential and enterprise customers nationwide. Converge remained
dormant as it awaited the requisite licenses and approvals to operate.
In 2009, Republic Act No. 9707 granted Converge its franchise from the Philippine Congress to construct, install,
establish, operate, and maintain telecommunications systems throughout the Philippine for a term of 25 years.
On June 24, 2011, the National Telecommunications Commission (“NTC”) issued a Provisional Authority for us
to install, operate and maintain a nationwide broadband internet network in the Philippines. In June 2012, we
commenced our fixed broadband internet operations.
The following year, we launched FTTH fixed broadband services and entered Metro Manila, the nation’s capital.
Metroworks ICT Construction, Inc. was incorporated in 2013 to manage the network rollout.
In 2019, we commenced our efforts to “Go National” (beyond Luzon), kicking-off the construction of our
nationwide domestic backbone that will connect Luzon with Visayas and Mindanao. In the same year, we
executed an agreement with leading global private equity firm Warburg Pincus for a U.S.$225 million primary
investment (through Coherent Cloud) into our Company to accelerate our nationwide network expansion plans. As
part of the transaction, we completed a group reorganization to streamline our operations, which resulted in
Metroworks becoming a wholly owned subsidiary of Converge in the same year.
In July 2020, we activated the Philippines’ first 400Gbps metro backbone utilizing industry-leading optical
solutions from a United States-based networking systems, services, and software company. This deployment
provides us with a programmable, dynamic setup of connections that increases adaptability and resiliency. The
metro backbone was further scaled to higher 800Gbps capacity to support future growth in mid-2021.
We were listed on the PSE on October 26, 2020 in one of the largest Initial Public Offerings of the Philippines in
recent history, with a total offering size of c. P25 billion and raising net proceeds of c. P8 billion.
In November 2020, Converge reached the important milestone of one million residential subscribers and
celebrated by providing free speed upgrades to its subscribers of up to an additional 300Mbps in December. Both
existing and new subscribers were able to enjoy permanent speed upgrades to their plans without additional fees.
In August 2021, the PSE announced the inclusion of Converge in the PSEi effective August 16, 2021 after
qualifying for early inclusion. Converge will further be included in the PSE Services Index, representing one of
the main six sector-based indices of the local exchange.
In September 2021, Converge was also included in the small-cap index of the FTSE Global Equity Index Series,
adding visibility to the international passive investors.
In October 2021, Converge was awarded its Certificate of Public Convenience and Necessity, allowing us to
operate until the expiration of our franchise term.
In November 2021, the Company awarded another speed boost to all of the broadband packages to celebrate
reaching 1.5 million residential subscribers as of end of 3Q2021. Three new FiberX plans were rolled out —
starting with Plan 1500 for 50 Mbps with an exclusive add-on for 10Mbps for only P99, Plan 2500 for 300 Mbps,
and Plan 3500 for 800 Mbps. This strengthens Converge’s commitment to provide the fastest broadband services
with the best value.
In December 2021, the Company submitted its preliminary filing to the SEC for its maiden bond issuance which
was subsequently approved in March 2022. The bond issuance received a PRS AAA credit rating (with Stable
outlook) from PhilRatings reflecting the strong credit profile of Converge.
As of December 31, 2021 there was no bankruptcy, receivership or similar proceedings initiated during the past
four years.
The Company’s mission is to delight our customers by taking care of our own. The Founders established
Converge with the vision of building a business focused on providing highspeed fixed broadband to millions of
unserved and underserved households and businesses across the Philippines. Our Founders assembled a world-
class team of like-minded professionals, and together, built Converge into an organization focused on becoming
the market-leader in the high-speed fixed broadband market. The Company also incorporates its core values of
Integrity, Customer Focus, Teamwork, Empowerment, Excellence and Velocity in its daily operations. The
mission, vision, and core values are deeply ingrained in our organization, and is the foundation of our key
competitive advantages, including the differentiated products and services that we offer and the extensive
proprietary network that we build and operate.
Business Segments
We operate two businesses: (i) our residential business (“Residential Business”), which primarily offers high-
speed fixed broadband internet services to our residential customers; and (ii) our enterprise business (“Enterprise
Business”), which offers high-speed fixed broadband internet services, private data network solutions, cloud and
colocation services and other connectivity solutions to our enterprise customers of varying sizes, industries and
types. Our Residential and Enterprise Business revenues also include installation revenue that we generate from
each new subscriber or customer.
Historically, the majority of our revenue has been derived from our Residential Business. Revenues from our
Residential Business increased from ₱1,519.5 million in 2017 to ₱23,129.1 million in 2021, representing a CAGR
Revenues from our Residential Business increased from ₱12,628.3 million in for the full year of 2020 to
₱23,129.1 million in for the full year of 2021, representing a year-on-year growth of 83.2%. Revenues from our
Enterprise Business increased at a growth rate of 10.8% between the two periods to reach ₱3,349.7 million for the
full year of 2021. The combined revenue increased at a growth rate of 69.2% from ₱15,652.3 million to ₱26,478.8
million for the full years of 2020 and 2021, respectively. For the full year of 2021, revenues from our Residential
Business represented 87.3% of our Revenues, whilst revenues from our Enterprise Business represented 12.7% of
our Revenues.
Overview
Our Residential Business offers high-speed fixed broadband internet services, and other bundled or add-on
connectivity services to residential customers, through fiber access networks utilizing FTTH and HFC
technologies. While a substantial majority of our residential customers are home users, some of these customers
are microbusinesses, which are small-scale businesses with up to nine employees, such as standalone restaurants,
doctors’ clinics, boutique law firms, and mom and pop stores.
In 2021, Converge captured a 42% market share of fixed broadband net subscriptions. Our residential
subscriptions have increased by more than 13 times since 2017, from 127,492 subscribers as of December 31,
2017 to 1,691,550 subscribers as of December 31, 2021. The average revenue per user (“ARPU”) of our
Residential Business has remained steady since 2017.
The table below sets out the key operating and financial metrics of the Residential Business for the periods
indicated.
CAGR
(2017 -
For the years ended December 31, 2021)
2017 2018 2019 2020 2021
Revenues (in
millions) ₱1,519.5 ₱3,150.7 ₱6,353.9 ₱12,628.3 P23,129.1 U.S.$469.3 97.5%
Residential
Subscriptions 127,492 264,865 529,629 1,038,321 1,691,550 N/A 90.9%
Our Residential Business customers typically belong to the middle-income or upper-income classes in the
Philippines, and we specifically target customers belonging to the middle-income classes. We believe that many
of these targeted households are young or millennial working families who tend to be tech savvy and heavy
internet users. As such, we believe that these households have both the means and the willingness to spend on
internet and would seek to prioritize internet speed and reliability and a strong “value for money” proposition. As
the middle-income households, our core market, become more affluent over time, we actively cross-sell and upsell
add-on services, upgrades, and complementing devices such as high-speed routers.
The table below summarizes the primary product and service offerings of our Residential Business. Our subscriber
mix has evolved significantly since we made a strategic pivot to prioritize FTTH over HFC in early 2018. In 2017,
only 19% of our subscriber base was on FTTH, with the remaining 81% on HFC. As of December 31, 2021,
87.3% of our subscriber base was on FTTH.
The table below summarizes the latest primary product and service offerings of our Residential Business as of
December 31, 2021:
MONTHLY
SERVICE FEE
PLAN UPGRADED SPEED (VAT-inc.)
FTTH Technology*
FiberX 1500 up to 50Mbps** ₱1,500
FiberX 2500 up to 300Mbps ₱2,500
FiberX 3500 up to 800Mbps ₱3,500
HFC Technology
Air Internet 1000 up to 5Mbps ₱1,000
Air Internet 1250 up to 10Mbps ₱1,250
Air Internet 1350 up to 15Mbps ₱1,350
* Subscribers of the phased-out FiberX 4500 (formerly 400Mbps) and 7000 (formerly 800Mbps) will be moved to the FiberX 3500 (currently 800Mbps)
package.
**Existing Plan 1500 subscribers may pay an additional P99 per month to enjoy 10 Mbps on top of their Plan
We offer our residential customers a menu of eight fiber broadband plans under three brands, a wide selection
from which to choose a product that best suits their individual household or microbusiness needs. These brands
are as follows:
• FiberX: We provide residential broadband services via FTTH connection under our FiberX brand. Our
flagship product, FiberX 1500, is our entry-level FTTH plan tailored specifically for the middle-income
Philippine household that forms the core of our target customer base. FiberX 1500 is our most popular
plan and has grown exponentially. Our other FiberX plans are premium home internet plans targeted at
• Air Internet: Our Air Internet brand provides home broadband services via HFC connection, with fixed
monthly fee service plans ranging from ₱1,000 to ₱1,350 for maximum download speeds ranging from
5Mbps to 15Mbps, with no data caps. We expect to migrate a significant number of our Air Internet
subscribers to FTTH plans as we continue our FTTH rollout and market FTTH upgrades to these
subscribers.
In line with our plans to focus exclusively on our FTTH rollout, we are discontinuing our HFC rollout although
we will continue to maintain our existing HFC network. We believe that the migration from HFC to FTTH will
also help us increase our ARPU. From time to time, we actively pursue upselling campaigns to migrate our HFC
subscribers to FTTH contracts.
To complement our products and services, we also offer a broad suite of add-on products and services. An
additional fee is charged on the subscriber’s monthly plan for these add-ons, enhancing our ARPU. Examples of
our add-ons include the following:
• Speed Boosts: We provide speed boosts or bandwidth upgrades as add-on services. For example, in the
fourth quarter of 2018, we launched the “10-for-99” product, also referred to as the “1500 Plus” plan,
which allows our existing FiberX 1500 customers to enjoy additional 10Mbps for an additional service fee
of ₱99 per month. The bandwidth upgrade was originally launched for a limited period and was
relaunched in 2019 because of its popularity and to address customer demand for faster speeds. As of
December 31, 2020, the take-up rate of our “10-for-99” product was approximately 16% nationwide.
We plan to continue introducing variations of such bandwidth upgrade campaigns to enhance our ARPU.
We have launched our “Time of Day” product during the first quarter of 2021 to provide subscribers the
option to customize and adjust the speed available to them in accordance with their usage at a given time.
For example, subscribers who require more bandwidth during business hours under WFH arrangements or
during weekday school hours under Learn From Home online arrangements can upgrade their service for
those particular times for an additional fee. We believe that in addition to enhancing ARPU, this initiative
will increase customer satisfaction and loyalty.
• Cable/Internet Protocol TV: Through our marketing service arrangement with our affiliates, we offer
cable TV as a bundled service to internet subscribers under brands “Air Cable” and “Vision” in select
locations, for an additional fixed monthly fee.
• Others: We provide various connectivity-enabled or enabling devices such as modems (FiberX Share),
WiFi mesh systems (Seamless Whole Home WiFi), routers (the Game Changer) and security cameras
(FiberScope).
In partnership with Linksys, we were the first to offer WiFi 6 to subscribers. WiFi 6 is a long-awaited
innovation in wireless technology. With expanded capabilities in the said frequency, consumers can enjoy
an improved online experience within their homes. The Velop MX5300 WiFi 6 Mesh system comes with
the next generation orthogonal frequency-division multiple access (“OFDMA”) technology which
decreases latency in high-density environments to deliver high speed WiFi to multiple devices
simultaneously.
All of our residential customers initially sign-up to fixed-term contracts for a 24-month period. At the time of
sign-up, our customers are typically required to pay a one-time installation fee and we may also require payment
of a one-month security deposit. With the 24-month contract and the security deposit, we are able to draw
We design our offerings to meet the evolving demands of our customers. The fast-paced shift to a digital lifestyle
ushered by the pandemic has placed utmost importance on the reliability of internet connection. Major activities
that drive heavier internet traffic such as work from home, distance learning, and at home entertainment such as
online gaming and video streaming and the increased use of features like 4K video which call for higher speeds
have fueled the demand for better connectivity— a key commitment of Converge to its ever-growing community.
Overview
Our Enterprise Business offers high-speed broadband internet services and other connectivity solutions, including
private data network services, cloud and colocation services, and bandwidth leases on a wholesale basis to
enterprise customers. Our enterprise solutions are delivered over end-to-end fiber networks via fiber-to-the-
premise (“FTTP”) technology. We serve enterprises of varying sizes, ranging from SMEs to some of the largest
businesses in the Philippines, including multinational corporations with a presence in the country, and local and
global content providers. While most of our enterprise clients are for-profit corporations, we also serve non-profit
organizations, such as governmental departments, public universities, and NGOs. Our key strategic accounts
include large business process outsourcing (“BPO”) companies, major financial institutions, content providers
including local and global telecommunication carriers, national government agencies, and other large accounts
with industry-specific bandwidth-intensive requirements. Consistent with our overall vision, our Enterprise
Business is focused on serving the needs of our enterprise customers for high-speed and reliability. For most of
our enterprise customers, particularly for those in the services sector, connectivity is a critical element of their
businesses.
Our Enterprise Business has differentiated its offering and capitalized on the country’s thriving internet-enabled
services industries, including BPOs. Our enterprise revenues increased from ₱1,420.7 million in 2017 to ₱3,349.7
million in 2021 representing a CAGR of 23.9% between 2017 and 2021. In 2021, our enterprise revenues grew by
around 10.8% YoY, from P3,024.0 million in 2020 to P3,349.7 million in 2021 as businesses in the Philippines
are starting to adapt to the new normal.
The growth of our Enterprise Business has been driven by (i) further expansion of our enterprise customer base,
growing at a CAGR of 44.1%% between 2017 and 2021, and (ii) maintenance of a sizeable overall monthly
enterprise ARPU from ₱22,319 in 2017 to ₱15,023.0 in 2021, reflecting the growing business needs for
connectivity.
For the full year of 2021, Converge’s enterprise business is P3,349.7 million, which is a 10.8% increase from the
revenues for the same business for the full year of 2020, amounting to P3,024.0 million. The successful launch of
the Company’s SME product flexiBIZ earlier this year allowed us to more than double our SME customer base for
the full year of 2021 from the same period last year. As a result, our overall enterprise customer base increased
from 11,090 unique customers as of December 30, 2020 to 26,038 as of December 31, 2021.
The table below sets out the key operating and financial metrics of the Enterprise Business for the periods
indicated.
Enterprise
Customers 6,043 6,539 10,083 11,090 26,038 N/A 44.1%
Our Enterprise Business is organized around our four target customer groups: (i) Large Enterprises, (ii) Corporates,
(iii) SMEs and (iv) Wholesale customers.
Our Large Enterprise customers comprise the largest companies in the Philippines, which generally have been
among the top 5,000 corporations in the Philippines by revenue. These customers include BPO companies with
more than 100 seats, top-tier banks and financial institutions, national government agencies and large non-profit
institutions such as major public universities. Our Corporate customers, on the other hand, comprise of large
corporations that are generally ranked between the top 5,000 and top 10,000 corporations in the country, by
revenue. Our SME clients generally comprise companies with 10 to 199 employees. We serve home or
microbusinesses with fewer than 10 employees through our Residential Business. Our Wholesale group provides
bandwidth leases on a wholesale basis primarily to telecommunication and media companies, as well as content
providers, including local and global telecommunication carriers, TV and media operators, and over-the-top
content providers.
We believe that we differentiate ourselves from other operators in our ability to offer tailored solutions that allow
customers to customize their subscription packages to suit their specific needs, and to choose from a wide range of
internet connectivity, private data network solutions, and cloud and colocation services.
The table below sets out the key connectivity services offered by our Enterprise Business.
flexiBiz Plans 50 Mbps - 300 ₱2,000 to ₱18,000 • SME • High-speed, high-reliability broadband internet plans
Mbps tailored to the requirements of SME customers
Direct Internet 2 Mbps up to 10 ₱14,000 to ₱4.7 • Large • Ultra-high performance internet connectivity solutions
Access Gbps million Enterprise tailored to the requirements of Large Enterprise and
Corporate customers
Local Data 2 Mbps up to ₱2,500 to ₱4 • Large • Private and secure network services for point to point
Network 100 Gbps million Enterprise connectivity between two or more local sites
Services
• Corporate • Products include FAST, Metro Ethernet, MPLS, Metro
Lambda (EoDWDM), and FASTER
• Wholesale
International 10 Mbps up to ₱14,000 to ₱10 • Large • Private and secure network services for point to point
Data Network 100 Gbps million Enterprise connectivity between local and international sites
Services
• Corporate • Products include Ethernet-International Private Line and
Private Line
• Wholesale
Ethernet-Cloud 10 Mbps up to 1 ₱31,000 to • Large • Connectivity between private enterprise networks and
Direct Connect Gbps ₱300,000 Enterprise public cloud service providers
service
• Corporate • Products include Carrier Ethernet
Colocation Half rack to Full ₱18,000 to ₱92,000 • Large • Colocation services for storage of data and applications
Services Rack (power Enterprise
usage based, • Remote hands services are available as an option
separate power • Corporate
charges)
flexiBIZ Plans
Our flexiBIZ Plans are FTTP broadband internet plans tailored for and marketed primarily to our SME customers.
FlexiBIZ is a unique and first-in-the-market service for SMEs that offers true symmetric high-speed internet, and
it comes in two options: Daytime and Peak. The broadband speed will reach double of the original plan during the
chosen time option. The plans provide subscribers with a dedicated IP address, 24-hour service desk and support
teams, and certain guaranteed service level agreements (“SLAs”), and are priced ranging from ₱2,000 per month
for original speed for Daytime and ₱3,000 per month for Peak of 25Mbp (doubles to 50Mbps during chosen
schedule) to ₱15,000 per month for Daytime and ₱18,000 per month for Peak for original speed of 150Mbps
(doubles to 300Mbps during chosen schedule).
Our DIA services are dedicated, ultra-high performance internet connectivity solutions tailored for and marketed
primarily to our Large Enterprise and Corporate customers. We offer multiple variations of the DIA service, all of
which are provided with enterprise-grade SLAs, 24-hour all in-source support teams and 24-hour service desk and
restoration team service. Our “Bandwidth-on-Demand” add-on product enables dynamic demand-based
bandwidth top-up, allowing customers to increase bandwidth as and when needed for an incremental additional
charge.
In 2021, we launched the “Time of Day,” “Upload,” and “Converge Connect” products for our enterprise
customers. The “Time-of-Day” add-on offers variable bandwidth based on the pre-set time of day. Our “Upload”
variant that offers asymmetric download and upload bandwidth allocation. The “Converge Connect” premium
service enables businesses to have customizable combination of products and resources that are best suited to their
needs.
Our local private data network solutions, which are marketed primarily to our Large Enterprise, Corporate and
Wholesale customers, provide point to point connectivity between two or more sites within the Philippines. These
solutions, as described below, come with enterprise-grade SLAs, as well as dedicated 24-hour service desk
(hotline) and support teams.
• “FAST” and “FASTER” are direct “point-to-point” solutions provided on shared fiber network to deliver
private and secure connectivity between two or more business locations. This service provides scalability
and flexibility at affordable rates compared to traditional private leased lines and is often used to connect
branches with kiosks, automated teller machines and point-of-sale machines and as back-up connections;
• Metro Ethernet runs through a globally certified carrier ethernet network, providing high capacity and
secured wide area network (“WAN”) connectivity between geographically separated sites;
• Metro Lambda is a dedicated point-to-point connectivity service delivered using our Dense Wavelength
Division Multiplexing (“DWDM”) network, and is often used for data center-to-data center connectivity,
database disaster recovery, and high capacity, ultra-low latency site-to-site connectivity.
Our international private data network solutions, which are marketed primarily to our Large Enterprise, Corporate
and Wholesale customers, provide point to point connectivity between two or more local and international sites.
These solutions come with enterprise-grade SLAs, as well as dedicated 24-hour service desk (hotline) and support
teams.
• Ethernet-International Private Line provides cost effective and secure point-to-point high bandwidth
connectivity from the Philippines to international markets; and
• International IP provides destination-specific, dedicated internet access designed for enterprises with
international IP requirements, such as those in the U.S., Hong Kong, Singapore, Taiwan and China, in
partnership with global service providers.
Our Ethernet-Cloud Direct Connect Service, which is marketed primarily to our Large Enterprise and Corporate
customers, provides a private, dedicated and high-throughput network connection between an enterprise private
network and public cloud service providers, allowing businesses to interact with these clouds privately, as if these
were part of their WAN.
The Cloud Upload Booth allows customers to upload large files into cloud service provider platforms, at a
working space located at Reliance IT Center in Pasig City. This removes the need to go to cloud regions such as
Singapore just to upload large files. Users would have access to a Windows PC with a LAN-based internet
connection of 10Gbps.
The Cloud Direct Connect, meanwhile, is a service that would connect the enterprise customer's local IT
infrastructure to a cloud service provider. This link is done in partnership with global firm Equinix, without
crossing the internet.
Our colocation service, which is marketed primarily to our Large Enterprise and Corporate customers, offers a
reliable data center environment for storing data and applications. Customers can benefit from reduced IT
infrastructure and management costs, reliability, access to various telecommunication requirements, security,
required bandwidth at reasonable rates, and 24/7 dedicated support.
Our marketing objectives are centered on increasing brand awareness, acquiring new customers, upselling and
cross-selling new products to increase our ARPU, improving customer loyalty and retention, as well as promoting
the use of our online portal, GoFiber.ph. We study demand prospects and identify the target areas for promotion
before each marketing campaign. We execute our branding and marketing efforts primarily through three channels:
(i) word-of-mouth advocacy; (ii) on-the-ground marketing campaigns; and (iii) targeted advertising campaigns.
Word-of-Mouth Advocacy
Our word-of-mouth advocacy encourages existing customers, including influencers, to provide testimonials on
their Converge experience and share these on various media platforms. We believe that this has been a very cost
efficient customer acquisition strategy and has helped draw in a significant number of new customers. We further
pushed our “Member Get Member” customer referral program in May 2017, which has further accelerated our
word-of-mouth advocacy.
Our localized on-the-ground marketing campaigns which included door-to-door marketing across multiple
localities and setting up booths and local events in new rollout locations to introduce our services to residents and
to activate new subscriptions continued in areas allowed by the local government. We provided marketing support
to our Marketing Service Agents (“MSAs”) and Marketing Service Providers (“MSPs”) who run their own on-the-
ground campaigns. We are regularly conducting webinars and online events sponsorships especially for the
Business segments, working with major industry associations. These activities help us connect with our customers,
both existing and potential, to introduce them to new innovative products and upgrades.
From time to time, we execute targeted below-the-line (“BTL”) advertising such as roving billboards penetrating
inside villages and barangays, social media, and direct e-mailing and SMS campaigns. We leverage online media
platforms such as Facebook, Instagram and opened a new channel via the Viber Community, reaching the younger
segment of the population, such as online gamers and local influencers, who collectively have millions of
followers. Targeted online campaigns are key focus area given that the Philippine population is among the
youngest and most internet savvy in Asia, according to MPA. As and when required, we also conduct above-the-
line (“ATL”) advertising, such as promoting our products and services on billboards, main road banners,
transportation ads on major thoroughfares. However, such ATL and BTL advertising is executed selectively and
conducted at targeted locations and in tandem with localized rollouts, to optimize the return on our marketing
spend. We plan to continue to leverage word-of-mouth advocacy and our customer referral program, as well as to
maximize the use of our tele-digital sales platform to drive awareness and sales
Enterprise
We have an enterprise sales platform of key account managers to serve Large Enterprise and Corporate and sales
agents to serve SMEs, who are strategically structured into teams to address the specific connectivity solution
needs of each customer group. In addition, members of our Senior Management, including our CEO, are directly
and actively involved in initiating and building relationships with some of our largest and most strategic accounts.
New Products
This 2021, we launched our flexiBIZ Plans which are FTTP broadband internet plans tailored for and marketed
primarily to our SME customers. FlexiBIZ is a unique and first-in-the-market service for SMEs that offers true
symmetric high-speed internet, and it comes in two options: Daytime and Peak. The broadband speed will reach
double of the original plan during the chosen time option.
We also launched our cloud and colocation services such as (1) our Ethernet-Cloud Direct Connect Service, which
provides our enterprise customers a private, dedicated and high-throughput network connection between an
enterprise private network and public cloud service provider, (2) our Cloud Upload Booth which allows customers
to upload large files into cloud service provider platforms, (3) Cloud Direct Connect which connects the
Customer Care
The Company continues to commit to providing a quality customer experience for both existing and potential new
subscribers. Converge continues to be highly focused on enhancing the overall customer experience by
strengthening its customer care functions and digitizing the journey of our customers.
For the full year of 2021, Converge installed around 92% of new residential subscribers across the Philippines
within seven days and 59% within one day of application, respectively. These augmentations, combined with
additional manpower and improvements in the customer onboarding and installation process, will allow us to
further increase rapid conversion from application to installation.
Converge also onboarded more than 400 new outsourced contact center agents in 2021 to respond to customer
queries, leading to reduced drop call rates for both our customer care and service desk teams.
Self-Help
As part of our initiative to implement a digital transformation focused on customer experience, in June 2020, we
launched our new beta-mobile application, Converge Xperience App, a self-service mobile application geared
towards simplifying and enhancing our billing, status monitoring, and aftersales customer experience. As of
December 31, 2021, the Converge Xperience App has around 699,000 registered users indicating adoption by
about 41.4% of our total residential subscriber base. The key features of the Converge Xperience App are
described below.
• Billing: The "View My Bill" function allows subscribers to see their bill and near-real-time posting of
their payments.
• Status Monitoring: The "MyService" function, allows subscribers to monitor their account status in
realtime, including the number of devices connected, conduct an in-app speed-test and check the status of
their modems.
• After-sales: After-sales support functions include service relocation and reactivation requests, upgrade
requests, request fulfillment tracker, and other value-added services.
During the first quarter of 2022, Converge launched its new GoFiber.ph web portal and the new GoFiber app, for
a full-feature, one-stop shop experience, from application to payment and other customer services. The revamped
GoFiber.ph website features a more intuitive design that allows new and existing customers to easily navigate and
find the information they need. For new customers, the all-new GoFiber.ph offers easier application process and
faster transactions. The web page allows potential customers to check if their area is already serviceable and apply
for a line.
The web portal and app also offer a more customized experience for customers. Upon logging in their accounts,
they will be able to view their dashboard that features their account details and easy payment portal. In addition,
they can view the status of their modems in terms of number of devices connected, the temperature, and signal
strength.
The majority of our subscribers are engaged through our third-party sales channels through three types of sales
arrangements: (i) the MSA model, where third-party agents conduct door-to-door sales within agreed coverage
areas and receives a one-time service fee for each new subscriber, (ii) the MSP model, where third-party managed
service providers perform certain aspects of our sales and operations within the agreed coverage area under
outsourcing arrangements that are generally renewable annually, and (iii) Converge Partner Outlets (“CPO”)
wherein we partner with various local businesses such as pawn shops, foreign exchange transaction centers, and
payment collection establishments that allow potential customers to process new fiber plan applications, making
our products more accessible through the networks of these partner outlets. Our MSAs and MSPs perform services
for us generally on an exclusive basis.
We also engage an increasing number of subscribers through our internal sales channels: (i) business centers, (ii)
tele-digital sales platform, and (iii) customer referral programs. We believe that retaining an in-house sales team
allows us to take a more personalized, differentiated, and targeted approach in customer acquisition - allowing us
to attract high-quality customers at lower customer acquisition costs. We believe that our tele-digital sales channel
is one of our most cost-effective means to market and sell our products. While our internal sales personnel receive
performance-based incentives for their services, the average customer acquisition cost via our tele-digital platform
is significantly lower than the customer acquisition cost via our third-party sales channels, allowing us to acquire
new customers in a cost-efficient manner. In addition to operating flagship and satellite business centers in fixed
locations, we also operate truck-loaded mobile business centers (“Business Centers on Wheels”) to flexibly serve
our customers in areas where we have no physical store presence.
We have also invested in developing and improving our digital platforms, including our recently launched
GoFiber website and GoFiber digital app – allowing our customers to view our various fiber plans and add-on
offerings through their digital devices. Customers may also report technical and hardware issues, check the status
of their raised concerns, and pay their outstanding bills. In addition, customers may access our branch locator
where they can find nearby business centers for their convenience.
We also have low cost-acquisition channels that we use to promote a positive feedback loop to drive customer
engagement and loyalty, which we believe can in turn drive new acquisitions. We are also uniquely able to attract
new customers through word-of-mouth advocacy, which is our most cost-effective means to market and sell our
products. Looking ahead, we may selectively increase our general or targeted marketing activities in tandem with
our nationwide fiber network rollout. We also intend to focus on acquiring subscribers under our
“MemberGetMember” customer referral program.
The Philippine fixed broadband market is a blue ocean market with connectivity needs that are significantly
underserved and underpenetrated compared to other regional markets. According to MPA, the Philippines has a
sizable, young, internet-savvy population with 75% of the population below the age of 40 (the highest in Asia) and
spends an average of 10 hours online each day (vs. Asia average of 6.7 hours). Filipinos spend an average of over
30 hours per week watching videos and the proportion of online consumption has increased from ~20% in 2014 to
~50% in 2019 (one of the highest globally).
The Philippines has a thriving technology-enabled services industry that contributed 61% of GDP in 2019,
including the second-largest BPO sector in the world (behind only India), according to MPA. The Philippine
overseas Filipino worker (“OFW”) population is the largest in South East Asia (“SEA”) as of December 31, 2019,
which drives significant spending on high-speed and reliable connectivity in order to communicate and stay
connected with family and friends, often utilizing data-heavy live video platforms, according to MPA.
Even though the majority of households in the Philippines can afford high speed broadband, availability is
extremely limited, making Philippines one of the most underpenetrated markets in Asia. FTTx penetration remains
significantly lower than its ASEAN peers, which are at an average of 44% as of December 2020.
COVID-19 has further accelerated the demand for fixed broadband and is driving a permanent paradigm shift in
connectivity requirements. We expect that the COVID-19 crisis will accelerate the adoption of fixed broadband
and propensity to spend as internet consumption behavior undergoes a permanent shift. Internet consumption has
grown significantly since the onset of COVID-19. Companies have instituted and are continuing to institute
workfrom-home policies, while many private schools and universities have transitioned classes online and are
continuing to do so. MPA estimates that a middle income (and upwards) family of 4 (with both parents working
from home, and 2 children studying from home) could consume between 250GB to 480GB per household per
month.
In addition, the minimum speed requirement for such a typical household with 3 – 4 internet related activities
ongoing at the same time would require a minimum speed of more than 25 Mbps.
The combination of attractive macro fundamentals and multiple sector tailwinds is resulting in outsized
connectivity needs which are meaningfully underserved, creating significant pent-up demand for high-speed
internet. This is being further accelerated with the mandated and voluntary stay-at-home behavior resulting from
the COVID-19 pandemic.
Given the significant unserved and pent-up demand and the meaningful whitespace available, the Philippine fixed
broadband market will continue to benefit from strong secular growth tailwinds that have created a multi-year
runway for multiple operators (not only Converge but also other operators) to thrive and grow rapidly for the
medium to long term.
Other major fixed broadband operators in the Philippines include PLDT and Globe Telecom. These other
operators primarily focus on providing mobile connectivity. Based on publicly-available data, mobile services
represented approximately 59.0% of their total revenues for the year ended December 31, 2021, compared to fixed
broadband which accounts for approximately 34.2% of their total revenues. These operators will need to
significantly upgrade their existing mobile networks to satisfy the growing bandwidth demands of their mobile
customers, according to MPA. Even with the change in the macro environment, we believe that these operators
will continue to be focused on sustaining their core mobile business and serving their core mobile subscriber base,
though they have shown intent on expanding their broadband network to help cater to the unserved and
underserved demand.
Given the low penetration of the fixed broadband market in the Philippines, there is minimal pressure to lower
prices in the effort to gain market share. Recent initiatives focus on expanding network reach, improving service
quality and overall performance of the broadband plans.
We believe that we are well positioned to increase our market share in the fixed broadband market. Leveraging
our proprietary, end-to-end fiber network, we believe that we have been able to differentiate ourselves by offering
superior product and customer service.
Competitive Strengths
Market leader in the Philippine high-speed fixed broadband market, a market with significant existing
unserved demand and which is at an inflection point
We are the fastest growing high-speed fixed broadband operator in the Philippines, by high-speed residential fixed
broadband subscriptions, with a 41.5% market share of net additions during the full year of 2021. We believe that
the Philippine fixed broadband market is currently at an inflection point, with Converge, in particular, serving as a
catalyst for market growth as it continues to lead efforts to address current unserved demand. Broadband
subscriptions have recently begun to increase significantly, and we expect this trend to accelerate in the near term,
following the trajectory that other comparable Asian countries (such as Thailand) experienced in the last five years,
according to MPA. We expect demand for broadband subscriptions to increase as supply continues to meet the
significant latent demand.
Focused exclusively on the Philippine high-speed fixed broadband market as a pure-play fixed broadband
operator
We are the only pure-play fixed broadband provider with an exclusive focus on serving the Philippine fixed
broadband market, according to MPA. Our Founders, CEO Mr. Dennis Anthony H. Uy and President, Chief
Resource Officer and Chief Risk Officer, Ms. Maria Grace Y. Uy, established and expanded Converge with a
vision—to build a business dedicated to providing high-speed fixed broadband access to millions of unserved and
underserved households and businesses across the Philippines. Our organization has been focused on
understanding and serving the needs of fixed broadband customers. As a result, we believe that we are well-
positioned to grow our subscriber base as we continue to expand our coverage and deepen our presence.
Furthermore, we are not constrained by legacy infrastructure or dated service models, which we believe makes us
more agile and adept at anticipating and addressing customer needs.
We outperformed other providers on top criteria that customers consider in choosing operators and products:
internet speed, connection reliability, and perception of affordability.
- Speed: In December 2021, we were ranked by Netflix as the co-#1 internet service provider in terms of
speed. With the speed upgrade effectively implemented in November, we are furthering improving the
speed offering of our packages.
- Connection Reliability: We were able to deliver superior network availability for its subscribers. Ookla
recognized Converge as the most consistent fixed internet provider in all eight regions where it has
presence, including Metro Manila, for all four quarters in 2021. The Ookla report stated that Converge’s
fourth quarter 2021 consistency score also showed improvement from the same year’s first quarter score
of 72.8% to 82.2%.
An extensive and proprietary end-to-end fiber infrastructure, with in-house expertise in network rollout
We own and operate a proprietary, end-to-end fiber network in the Philippines that extends from the backbone to
the last mile. With an average age of fiber of 2.5 years by the end of 2021, our fiber network is among the newest
in the Philippines. Our network is comprised of a fiber backbone that stretches from the northernmost tip of Luzon
Island to its southernmost end with extensions to Visayas and Mindanao stretching almost 103,000 kilometers as
of December 31, 2021, as well as a fiber distribution and last-mile network that passes through 495 cities and
municipalities nationwide. Our network covered in aggregate more than 10.9 million homes passed, covering
42.7% of households nationwide.
The Philippine enterprise fixed broadband market is significant and fast-growing, underpinned by substantial and
rapidly-growing demand for fixed broadband from Philippine businesses, particularly those in the services sector,
where internet access is critical.
For larger businesses with complex connectivity needs including the requirements for redundancy and back-up
support, there is an undersupply of reliable alternative providers, with many areas in the Philippines serviced by
only one or two enterprise operators. For smaller businesses with simpler connectivity requirements but for whom
connectivity represents a critical need, many are unserved with more than two thirds of all MSMEs
(microbusinesses and SMEs) not having access to fixed broadband.
We believe that our enterprise platform is strategically structured to address this underserved demand, and enables
us to effectively acquire, service and grow with our customers over time. Our innovative products are also
targeted to address the needs of these businesses.
Industry-leading growth, profitability and capital efficiency, combined with a healthy balance sheet
Our Residential and Enterprise Businesses have delivered market-leading subscriber and revenue growth since
2017. In addition, we have adopted a disciplined approach in deploying capital to expand our fiber network,
focusing on capital efficiency to ensure consistently high return on invested capital (“ROIC”). Our network rollout
plans are based on anticipated demand in each geographical area, so that we can reasonably ensure that sufficient
service take-up will occur soon after an area is ready for service. As of December 31, 2021, the Company had
achieved an average utilization of 34% on all FTTH ports deployed nationwide in the month of December 2020
(12 months after deployment) and an average utilization of 53.1% on all FTTH ports deployed in the month of
June 2020 (18 months after deployment). This rapid utilization pick-up on our deployed ports, together with
increased capex efficiencies and strong bottom-line profitability allow us to achieve our industry leading ROIC.
As a result, Converge delivered an industry leading ROIC of 20.0% and 20.9% for the year ended December 31,
2020 and for the year ended December 31, 2021, respectively.
Converge has been able to maintain its strong balance sheet and cash flows with ample liquidity and gearing
comfortably within bank covenants, as we drew down from available facilities to finance the significant network
expansion done during the fourth quarter. The Company’s net debt position (as measured by total financial debt
less cash and cash equivalents) increased from P8,451 million as of September 30, 2021 to P11,762 million as of
December 31, 2021. The Company availed of a total of P10,818 million in new debt in FY2021 offset by
repayments and amortizations amounting to P2,286 million. For the fiscal year ended December 31, 2021 the
Company’s debt service coverage ratio (“DSCR”) was 4.4x and the gross debt to equity ratio was 0.6x,
Our strong credit profile is also reflected in the PRS AAA credit rating (with Stable outlook) from PhilRatings on
Converge which was released in December 2021 for its shelf registration with the SEC of up to an aggregate
principal amount of ₱20 billion. Converge announced the issuance of its maiden long-term Philippine Peso
denominated bonds with an aggregate principal amount of up to ₱5 billion with an Oversubscription Option of up
to another ₱5 billion in March 2022, as a first tranche of its ₱20 billion shelf registration. The bonds priced at 50
basis points over Philippine 5 Year BVAL rates, at the tight end of the marketed 50 to 100 basis points range,
resulting in a total of 5.59% interest rate for the bond offering. We believe that our long-term debt facilities with
eight commercial banks, together with the Company’s available cash, the bond issuance proceeds, and increasing
operating cash flows, provide Converge with sufficient headroom and flexibility to execute its capital expenditure
plans in the mid-term.
Suppliers
We purchase substantially all of our network equipment outside of the Philippines and we expect this to continue
as we pursue our network expansion plans and other development programs. For core network equipment and the
expansion of our optical transmission backbone, including for our planned subsea cables, Huawei Technologies,
ZTE, Nokia and Ciena are our principal suppliers. Fiber procurement is undertaken through a bidding process and
our principal suppliers are fiber manufacturers such as YOFC International (Philippines) Corporation, Hengtong
Optic-Electric International Co., Ltd. and ZTT International Ltd.
We engaged with a diversified base of more than 1,072 active suppliers as of December 2021, and believe that we
are not dependent on a limited number of suppliers for our business operations. In 2021, the percentage of our
total supplier costs attributable to our largest supplier was approximately 23.9%, and the percentage of our total
supplier costs attributable to our five largest suppliers was approximately 42.4%. We will work to diversify our
supplier base and if any one of our suppliers is unable or unwilling to supply us in the future, we believe that we
will be able to obtain alternative sources of supply for the equipment and services we require.
We review the performance of each of our suppliers periodically, assessing the quality of work performed and
materials supplied against the requirements set out in our contractual agreements. Depending on the supplier’s
internal classification, performance is reviewed annually or per transaction.
In addition, Metroworks contracts with third party contractors for the rollout of fiber and network installation
nationwide. We require our contractors to maintain certain quality levels and employ trained personnel, and we
monitor their efficiency and quality of service regularly.
Customers
As of December 31, 2021, Converge has more than 1,691,550 residential subscribers and 26,038 enterprise
customers. No single customer and contract accounted for more than 20% of the Company’s total sales in 2020
and in the full year of 2021.
We have a number of registered trademarks registered with the Philippine Intellectual Property Office as well as
applications for the registration of various trademarks. These trademarks are important because name recognition
and exclusivity of use are contributing factors to our success.
Under the Intellectual Property Code of the Philippines, the rights to a trademark are acquired through the
registration with the Bureau of Trademarks of the Intellectual Property Office, which is the principal government
agency involved in the registration of brand names, trademarks, patents and other registrable intellectual property
materials.
Upon registration, the Intellectual Property Office issues a certificate of registration to the owner of the mark,
which shall confer the right to prevent all third parties not having the consent of the owner from using in the
course of trade identical or similar signs or containers for goods or services which are identical or similar to those
in respect of which the mark is registered. The certificate of registration also serves as prima facie evidence of the
validity of registration and the ownership of the mark of the registrant. A certificate of registration remains in
force for an initial period of 10 years and may be renewed for periods of ten (10) years at its expiration.
Set out below is a list of our marks registered with the Philippine Intellectual Property Office:
Nice Registration Application Registration Expiration
Brand Name/Mark Classification No. Number Serial Number Filing Date Date Date
CONVERGE 9, 38, 42 14394 42019014394 August 15, February 27, February 27,
2019 2020 2030
CONVERGE ICT 9, 38, 42 8259 42019008259 May 20, January 19, January 19,
SOLUTIONS INC. 2019 2020 2030
STREAM COME TRUE 9, 38 8272 42019008272 May 20, January 19, January 19,
2019 2020 2030
CONVERGE FAST 9, 42 8269 42019008269 May 20, January 19, January 19,
2019 2020 2030
CONVERGE FIBER 9, 38 8264 42019008264 May 20, January 19, January 19,
XTREME! 2019 2020 2030
CONVERGE IBIZ 9, 38 8261 42019008261 May 20, August 29, August 29,
2019 2019 2029
UNHAPPY WITH YOUR 9, 38 8276 42019008276 May 20, August 29, August 29,
INTERNET? 2019 2019 2029
CONVERGE FREEDOM 38 2814 42019002814 February June 27, 2019 June 27,
21, 2019 2029
CONVERGE 9, 38, 42 14394 42019014394 August 15, February 27, February 27,
2019 2020 2030
CONVERGE MICROBIZ 9, 35 8265 42019008267 May 20, March 23, March 23,
2019 2020 2030
CONVERGE THE GAME 9, 38 8268 42019008268 May 20, March 23, March 23,
CHANGER 2019 2020 2030
CONVERGE FIBER X 38, 41 8262 42019008262 April 20, September 20, September
2019 2020 20, 2030
CONVERGE CONNECT 9, 38 4/2020/00512 42020512397 September June 11, 2021 June 11,
397 10, 2020 2031
CONVERGE FASTER 9, 38 4/2020/00512 42020512393 September June 11, 2021 June 11,
Layer 3 Transport 393 10, 2020 2031
Service
DAY
Our Company has all the material permits and licenses necessary for its business as currently conducted, which
are valid and subsisting.
We were granted a legislative franchise under R.A. No. 9707 to construct, install, establish, operate and maintain
telecommunications systems throughout the Philippines. Our franchise is for a term of 25 years from the date of
effectivity of R.A. No. 9707 and is expected to last until 2034. Prior to its expiration, we intend to apply for the
We note that the research and development activities expenses of the Company are not material or significant, and
hence, not separately booked.
Any project that could be expected to have a significant impact to the quality of the environment is subject to the
Philippine Environment Impact Study system, for which an ECC would need to be obtained from the Philippine
DENR, before the project can proceed. Our nationwide submarine cable network that connects the main islands of
the Philippine archipelago, requires the relevant ECC to be obtained. We comply with this requirement as we
continue to expand in the Visayas and Mindanao regions.
Human Resources
We believe that our employees are critical to the success of Converge, and we place great importance on attracting
and retaining the most talented and qualified employees to be part of our team. As of December 31, 2021,
Converge had 2,714 full-time employees.
In addition, as of the same date, Metroworks had 1,594 full-time employees. Furthermore, we engage various
third-party manpower service providers, which is in compliance with relevant labor laws, to support the personnel
requirements of our business. These include manpower agencies for various technical and skilled worker as well
as maintenance and janitorial services. Metroworks engages with independent third-party contractors for various
construction and installation works.
We have no collective bargaining agreement with any employee and none of our employees belong to a union. We
believe that we have a good relationship with our employees.
The Senior Leadership Team determines the most significant risks facing the Company. The management of top
corporate risks, which have been mapped up to the department level, was delegated to the appropriate Risk
Owners.
Risk Owners formulate and commit to a risk management plan, monitored by the ERM Department, which defines
specific action points, accountability, and timeline. The status of the top corporate risks is regularly discussed and
reported to the Board Risk Oversight Committee.
The ERM framework based on ISO 31000:2018 has been adopted and provides the foundation for Converge’s
management of risks through the ERM Program. It is anchored on the mandate and commitment from the Board
of Directors and top management to implement the ERM process across the organization. It is envisioned to be
dynamic and shall be continuously improved to be responsive to the needs of the organization and attain
Converge’s desired state. Converge has also adopted the ERM process defined in ISO 31000:2018 in managing
We face competition from two major telecommunications companies in the Philippines and other operators and
may face competition from potential new entrants in the future. The two major telecommunications companies in
the Philippines have certain competitive advantages, including financial and human resources, large customer
bases, attractive product offerings and brand recognition, that could help expand their broadband businesses. They
may offer price reductions and adopt other promotion and marketing initiatives to grow their market positions,
which could increase our competitive pressures. Although the two major operators’ networks rely mainly on
legacy copper infrastructure today, both operators have expressed their intention to intensify their investment in
their respective fiber networks.
From the backbone, we will continue to expand our distribution and last-mile networks to existing and new
coverage areas. We have adopted a two-pronged strategy— “Go Deep” and “Go National”—for our distribution
and last-mile expansion. Under our “Go Deep” strategy, we plan to deepen our penetration in existing coverage
areas where we believe there remains significant potential to increase our customer base. Under our “Go National”
strategy, we plan to expand into new coverage areas across the Philippine archipelago, first expanding into Cebu
City in Visayas and strategically entering other new markets and submarkets in Visayas and Mindanao as we
complete our nationwide backbone.
The rollout (including construction and expansion) and maintenance of our network, which we manage through
our subsidiary Metroworks, are subject to certain risks that may delay the introduction of our services and increase
or accelerate our capital expenditures and other expenses. These risks include:
- changes in, or our inability to accurately estimate, demand for our services, which could result in our
developing excess or insufficient capacity;
- disputes with contractors, accidents or fraud, theft and other malfeasance, which could delay our rollout,
increase our costs, result in litigation, or damage our reputation;
- failure of our contractors to deliver their services in a timely or satisfactory manner, including as a result
of difficulties in obtaining the appropriate manpower complement or equipment and materials;
- the geography of the Philippine archipelago, which could delay our rollout or increase our costs in remote
or inaccessible regions;
- obtaining licenses, permits and approvals, complying with environmental regulations (including the need
to perform feasibility studies) and navigating changes in the legal, political or regulatory landscape,
- including at the local government level, which may delay the rollout of the project, require longer lead
times for construction and increase our costs;
- increase in our capital expenditures, including due to inaccurate planning and foreign exchange rate
movements; and
- adverse weather conditions, natural disasters, and COVID-19 (or any other future epidemics) travel and
movement restrictions, which could delay our rollout or increase our costs.
To maintain our competitive position in the industry, we are focusing on the completion of the network rollout
during the first half of the year. Even with the continued travel restrictions in certain areas of the country, we are
committed to completing the rollout within the planned schedule.
We enter into fixed-term subscription contracts with our existing customers. To retain existing customers and
acquire new customers, we must:
Our ability to retain customers also depends on the ability of our enterprise customers to maintain their operations,
which may be affected by, among others, the continuing attractiveness of the Philippines as a destination for BPOs
and other sectors with high value broadband requirements.
Our contracts with enterprise customers typically contain guaranteed SLAs and service delivery date targets, and
our execution in meeting our service level guarantees, including due to events beyond our control such as fiber
cuts, equipment failure, and third-parties being unable to meet their underlying commitment with us, could
materially and adversely affect our revenues.
We are fully committed to providing quality service to all residential subscribers and enterprise customers. To
help address this risk, we have been continuously hardening our systems to lessen the impact of fiber cuts and
localized equipment failure.
We operate in an industry driven by technological change, and we may be required to further upgrade our network
technology. In addition, advances in technology and electronics and their impact on our operations and the
competitive landscape of our industry are difficult to predict.
To remain competitive in the market, we have to anticipate and react to changes in customer preferences and
broader economic, political and social conditions in the Philippines. If we fail to react in a timely manner to such
changes, our market share and ability to attract customers may be reduced or deteriorate, which could materially
adversely affect our business, results of operations, financial condition, and prospects. We may also be required to
upgrade our network or our systems in response to changes in technology, which could increase our capital
expenditure and our operating costs, which would materially and adversely affect our results of operations and
financial condition. We may incur more capital expenditure than we currently contemplate.
To safeguard our competitive advantage in the market, we ensure that we are up-to-date with the latest
technological trends in the industry. Our technology is currently the newest and most technologically advanced
fixed broadband network technology in the country.
We rely on third parties for the supply of network materials (e.g., fiber optics), equipment (e.g., network
terminals, equipment routers and equipment for customer premises) and services (e.g., construction work,
outsourcing of operations and international connectivity). An adequate and dependable supply of network
materials, equipment and services is critical to our ability to deliver high quality broadband services to our
customers.
We also maintain important relationships and rely on key suppliers and service providers. In such cases where
we have made substantial investments with a particular supplier, it may be difficult and costly for us to
quickly replace such supply or service relationships in the event that such supplier refuses to offer us
favorable prices or ceases to produce equipment or provide the services or support that we require.
Moreover, our supply chains may be disrupted by the general economic effects of epidemics, such as COVID-
19. During the COVID-19 pandemic, there were limited product shipments into and out of China and other
countries. During the imposition of enhanced quarantine measures in the Philippines, certain of our suppliers
also requested to shorten the payment days for their invoices because of liquidity concerns, including in
relation to making payments to their employees, own suppliers or subcontractors.
Our ability to service our customers is also dependent on our supplier(s) being able to provide us with our
product given extenuating territorial circumstances or supply disruptions. In the event that our potential
suppliers cannot provide us with the service or product required, we will find alternative suppliers. In 2020
and 2021, a global chip shortage was experienced caused by multiple events, escalated further by the effects
of the COVID-19 pandemic. The port deployment and installation activities of the Company may be affected
if its warehouses could not maintain a steady supply. The Company has ensured that around 6-month supply is
available for the different materials and equipment needed for the continuous operations and expansion of
Converge.
We are enhancing our third-party due diligence process covering vendors, service providers, contractors, and
subcontractors. We are also planning to develop an internal Vendor Management and Development Team,
who will play an integral role in spearheading further improvements in our supply chain and procurement
guidelines.
We incur bandwidth and leased line costs when we transmit data through network lines that we lease from
domestic and international third parties, such as electricity providers and other connectivity operators. In
addition, as we continue to expand to new areas in the future, we may rely on third-party bandwidth and
leased lines domestically to offer our broadband services in areas that we are yet to fully reach using our
proprietary network. An increased in bandwidth costs and leased line costs or the inability to lease lines to
access certain areas, could reduce our revenues and could materially and adversely affect our business and
results of operations.
Although unit bandwidth costs have been consistently declining in the Philippines and globally, and we intend
to acquire proprietary access on bandwidth to key international routes, there is no assurance that our unit
bandwidth costs will keep declining consistently in tandem with the market, especially around the time we
renew our existing bandwidth contracts, which in turn could have a material adverse impact to our business
and results of operations. Our bandwidth agreements are generally renewed annually, and our costs depend on
the market unit bandwidth rates at the time of each renewal.
Our ability to secure debt and equity financing is critical to make capital expenditures, refinance our indebtedness,
and fund working capital and other payments. While we have secured ample long-term credit commitments from
leading Philippine banks as of the date of this report, similar or better terms may not be available to us in the
future. Our continued access to debt and equity financing is subject to external factors outside our control, such as
political, economic, and social changes globally, as well as global disruptions in equity and credit markets.
Our ability to make payments on and refinance our indebtedness, fund working capital and make capital
expenditures in the long term, will depend on our future operating performance and ability to generate sufficient
cash over the longer term and obtain financing on acceptable terms.
Despite security measures, our network and systems are potentially exposed to physical or electronic break-ins,
computer viruses, piracy, hacking, phishing attacks, and other similar disruptive problems. Furthermore, our
operating activities could be subject to risks caused by misappropriation, misuse, leakage, falsification or
accidental release or loss of information maintained in our information technology systems and network and those
of our third-party vendors, including customer, personnel, and vendor data. Breaches of our network, including
breaches through piracy or hacking, may result in unauthorized access to content carried on our network or a
breach of privacy of voice and information transmissions over our network. On March 10, 2022, the Company’s
GoFiber app was the subject of an isolated incident of an attempt by unauthorized third parties to view certain
account details of other subscribers. Based on the Company’s investigation, it appears only a small portion of our
customer base was affected. Apart from the potential unauthorized viewing of the personal information, the
Company has no evidence to date that any personally identifiable information has been misused. The Company
has complied with its obligation to report the incident to the National Privacy Commission.
Currently, our processes and policies are aligned with relevant regulations and standards such as the Data Privacy
Act of 2012 and ISO/IEC 27001:2013. We do our utmost to ensure that our customers’ information is only used in
the provision of safe and quality services on our part and that no external entities unrelated to this will be able to
access their data.
The continuity of our services and growth of our business is highly dependent on the proper functioning of our
network and infrastructure, our ability to conduct maintenance, upgrades and repairs on our network and
infrastructure, and our ability to continue our network rollout and expansion. In particular, damage or disruptions
to our network operations, other network infrastructure and expansion plans, as a result of natural disasters and
calamities such as typhoons, floods and earthquakes, public health crises and other events beyond our control,
could materially and adversely affect our financial performance and operations. In addition, our network
operations may be disrupted as a result of accidental damage, including from natural disasters or environmental
elements such as heavy rainfall or typhoons, or by third parties such as local government authorities undertaking
construction works alongside our underground and aerial network cables. Our customers may also claim from us
any loss or damage they may suffer as a result.
Furthermore, the Philippines is highly vulnerable to the impacts of climate change. Physical effects such as
increased severity and frequency of typhoons, sea-level rise and floods could adversely impact our operations and
financial performance. In addition, future legislation by the government to mitigate the impact of climate change
could increase our costs. See Exhibit 2 (Sustainability Report) -- Climate Change for details.
Additionally, our Board Risk Oversight Committee (BROC) has oversight of climate-related risks and
opportunities, as set out in the BROC Charter (https://corporate.convergeict.com/wp-
content/uploads/2022/02/CONVERGE-Board-Risk-Oversight-Committee-Charter.pdf). With the BROC
SEC Form 17A –2021
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overseeing both enterprise risk management and sustainability matters, climate-related risk management is
naturally integrated into Converge’s overall risk management processes. As described in our Exhibit 2
(Sustainability Report – Sustainability Governance, pp. 12-13), we have established teams to manage climate
change related initiatives as part of our overall Sustainability program.
Reliable billing, credit control, collection and customer management systems are critical to our ability to maintain
and increase turnover, avoid turnover loss, monitor potential credit problems, and bill customers accurately and in
a timely manner, the failure of which could affect our business, results of operations and financial condition. We
will need to continue to calibrate and adapt our billing and c control systems as our business continues to grow.
Regulatory Risk
Our business depends, in part, upon the success of the expansion and management of our backbone, network
rollout and systems. The broadband, data communications and internet services which we provide are regulated
and we are supervised and regulated by various regulatory authorities, including the NTC.
We are required to obtain and maintain a franchise from the Philippine Congress to maintain telecommunications
systems throughout the Philippines and numerous regulatory licenses and permits from various entities such as the
NTC and local government units for the installation of our cables and other activities. In 2009, Congress passed
Republic Act No. 9707 (“R.A. No. 9707”) into law, granting Converge its franchise for a term of 25 years, or until
2034. R.A. No. 9707 mandates us to offer at least 30% of our outstanding capital stock in any securities exchange
within five years of commencement of operations in compliance with the constitutional provision to encourage
public participation in public utilities. The NTC has subsequently confirmed that this requirement must be
complied with within 10 years from the commencement of our operations in 2012 (or by June 2022) and we
intend to comply with this requirement on or before June 2022. Our franchise under R.A. 9707 is also subject to
other conditions and reporting obligations, for which the record of compliance may no longer be available or
which we believe would not be applicable pursuant to Section 17 of R.A. No. 9707. In a certification dated August
25, 2020, the NTC confirmed that our Company is in good standing with the NTC in connection with the
requirements of our franchise. Failure to comply may subject our franchise to revocation, and there can be no
assurance that any extension to comply with this requirement by June 2022 will be provided.
Our franchise, licenses and permits are subject to review, interpretation, modification or termination by the
relevant authorities. The relevant government authorities have ultimate discretion over whether licenses or permits
will be granted or revoked. The relevant government authorities have ultimate discretion over whether licenses or
permits will be granted or revoked. The issuance of our licenses and permits may also be delayed as a result of
restrictions on movement imposed by the government, such as during the ECQ period. Any loss or failure to
renew, obtain and maintain our franchise, licenses and permits or comply with the terms and conditions of such
franchise, licenses and permits, may delay our development and expansions plans, expose us to sanctions or
require us to cease providing our services, any of which could materially and adversely affect our business, results
of operations, financial condition and prospects.
Before executing our network expansion and infrastructure projects or prior to having these projects become
operational, certain permits and approvals are required, which could take several weeks or months to obtain. A
delay in obtaining permits for our expansion and infrastructure projects may prevent us from completing our
current or future network expansion projects on schedule, or on budget, or at all, which could significantly
dampen our projected revenues and internal rates of return for such projects and materially and adversely affect
our results of operations and financial condition.
Like other telecommunications companies in the Philippines, we are subject to changes in the regulatory regime
from time to time. Any changes in laws, regulations or government policy (or in the interpretation of existing laws
Complying with existing regulations may be burdensome, and future changes may increase our operational and
administrative expenses and reduce revenues, which could materially adversely affect our business, results of
operations, financial condition and prospects. There is no assurance that the Government or its relevant
administrative agencies will not impose additional or more stringent laws, regulations or government policies in
the future, which may subject our Company to more onerous obligations. See “Description of Permits and
Licenses.”
Converge manages this risk by staying abreast with new regulatory mandates and ensuring compliance with such
mandates in a timely manner.
We have entered into arrangements with Comclark Network And Technology Corp. (“Comclark”) and its
affiliated companies. These arrangements primarily consist of lease agreements, cable TV agreements, facilities
sharing agreements, and construction services agreements. Our related party transactions are described under the
“Related Party Transactions” section of this report.
We are subject to transfer pricing regulations imposed by the BIR. Our practice is to enter into contracts with
these affiliated companies on commercial terms which are at least as favorable as the terms available from non-
affiliated parties. We have commissioned a formal and independent transfer pricing study by an auditing firm
which confirmed that our margins using a certain methodology are favorable against industry range. We regularly
update the Audit and Related Party Transactions Committee on significant changes in commercial terms of these
agreements.
The satisfaction of our customers depends in particular on the effectiveness of our customer service, in particular
our ability to address requests and inquiries, install services, and deal with complaints and service issues, in a
timely and satisfying manner. Although our Customer Experience Group maintains service desks, hotlines, email,
the Converge Xperience App, social media accounts, and a customer portal, gofiber.ph, to address customer needs
and concerns, any unsatisfactory response or lack of responsiveness by our customer service team could adversely
affect customer satisfaction and loyalty and our business reputation. Dissatisfaction with our customer service
could have a material adverse effect on our reputation, business, financial condition, results of operations and
prospects.
To be able to service the surge in demand for our products throughout 2020, the Company more than doubled the
number of installation teams as compared to before the ECQ lockdown, enabling us to substantially reduce the
backlog of installation. Converge also onboarded around 350 new outsourced contact center agents in 2020 and
around 450 in 2021, to respond to customer queries, leading to reduced drop call rates for both our customer care
and service desk teams.
Reputation Risk
We operate under the “Converge” brand name and our continued success and growth depends upon our ability to
protect and promote our brand equity in existing and growth service areas. Prolonged service failure, security
breaches, piracy and ineffective promotional activities may adversely impact the overall strength of our brand.
We have registered and are in the process of registering our intellectual property rights relating to certain of our
products and trademarks. We believe that our trademarks and other proprietary rights, including our brands, have
significant value and are important to identifying and differentiating certain of our products and services and our
brand from those of our competitors.
Please refer to the “Patents, Trademarks, Copyrights, Licenses, Franchises, Concessions, and Royalty
Agreements” section of this Report for more details of our registered trademarks.
Our sales and debt financing are denominated in Philippine Peso, while purchases on certain network materials
and equipment are in currencies other than Philippine Peso, particularly the U.S. dollar. While we have
implemented foreign exchange risk management policies including the use of forward hedging, movements in
exchange rates between the Philippine Peso and the U.S. dollar could have an adverse effect on our results of
operations and financial condition to the extent we have a mismatch between our earnings in Philippine Pesos and
our costs denominated in other currencies.
Pricing Risk
We aim to increase ARPU through improved product offerings, offering customers higher value broadband plans
and customer service. In the long term, it may be necessary to reduce our prices or offer discounts or promotions
to increase our subscriber base, which may result in a decrease in ARPU.
We depend on the availability and continued service of several key account managers, employees, and other
individuals, including our directors and senior management. These key individuals are heavily involved in the
daily operation of our business and are, at the same time, required to make strategic decisions, ensure their
implementation, and manage and supervise our development. Our future operating results depend, in a significant
part, upon the continued contributions of our Founders and senior management, and our ability to expand our
senior management team by adding highly skilled new members.
For more details on the Company’s human resource management processes, see the Employment section of the
Sustainability Report in Exhibit 2 of this Report.
Compliance Risk
1. Environmental
We are subject to various laws and regulations relating to environmental matters. These include laws
relating to the protection of the environment, human health, and human safety such as laws and
regulations governing the management and disposal of, and exposure to, hazardous materials, for which
we could be liable for the costs of removal of certain hazardous substances and clean-up of certain
hazardous locations. In addition, any project that could be expected to have a significant impact to the
quality of the environment is subject to the Philippine Environment Impact Study system, for which an
Environmental Compliance Certificate (“ECC”) would need to be obtained from the Philippine
Department of Environment and Natural Resources (“DENR”) before the project can proceed. Our
planned nationwide submarine cable network that will connect the main islands of the Philippine
SEC Form 17A –2021
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archipelago, requires the relevant ECC to be obtained. The introduction of, or changes in, laws and
regulations applicable to our business could materially adversely affect our business, results of operations,
financial condition, and prospects.
2. Data Privacy
Legislation such as Republic Act No. 10173 and its implementing rules and regulations (the “Data Privacy
Act”) aim to protect individual privacy. The rules apply to the processing of personal data in the public
and private sectors, as well as to acts done or practices engaged in and outside of the Philippines under
certain conditions. From 2018, the National Privacy Commission (“NPC”), has gradually shifted its focus
from campaigning for Data Privacy Act awareness to compliance checks on entities engaged in personal
data processing. Personal data breaches and other controversies relating to the unauthorized processing of
personal data both within the Philippines and abroad have also increased public scrutiny on the activities
of entities engaged in personal data processing.
Any failure, or perceived failure, to make effective modifications to our policies, or to comply with any
privacy, data-retention or data-protection-related laws, regulations, orders or industry self-regulatory
principles, including the Data Privacy Act, could result in proceedings or actions against us by
governmental entities or others, loss of user confidence and damage to our reputation, any of which could
potentially have a material adverse effect on our business. We may also be required to incur further
expenditure to put in place more advanced security systems to protect our network and systems.
3. Others
From time to time, we may be involved in disputes with various parties and may be adversely affected by
complaints, investigations and litigation from customers or regulatory authorities resulting from network
and product quality, illness, injury or other safety concerns or other issues stemming from our network,
products, and services. Regardless of the outcome, these disputes and investigations may lead to legal or
other proceedings and may result in substantial costs and the diversion of resources and management’s
attention. In addition, we may have disagreements with regulatory bodies during operations, which may
subject us to administrative proceedings and unfavorable decisions that may result in penalties or other
liabilities.
Also, we may be subject to routine or special tax and audit processes and investigations by regulatory
bodies such as the BIR in relation to taxes in connection with our operations. Furthermore, such audits
may require the production of certain documents which may no longer be available because of the length
of time since such documents were executed or prepared. Any adverse finding resulting therefrom may
lead to administrative proceedings and the assessment of additional tax liabilities or result in fines or
penalties.
We generally consider our labor relations to be good and harmonious. However, there is the risk of future
disruptions to operations due to labor disputes or other issues with employees, which could materially adversely
affect our business, results of operations, financial condition, and prospects.
Various labor laws govern our relationship with our employees and affect operating costs. These laws include
minimum wage requirements, mandatory health benefits, overtime compensation, and other terms and conditions
of employment. We are also exposed to litigation risk from employees of our various third-party contractors, who
may involve Converge as party to their labor cases and labor disputes against these third-party contractors.
Insurance Risk
We maintain a number of different types of insurance policies to cover our operations and assets. If we suffer a
significant uninsured loss or if an insurance claim in respect of the subject matter of insurance is not accepted or
any insured loss suffered by us significantly exceeds our insurance coverage, additional costs may be incurred.
Socio-Economic Risk
We are exposed to risks associated with any future downturn in the domestic, regional or global economy. Global
financial markets have remained volatile since the global financial crisis that started in 2008 and remain
susceptible to renewed shocks. There can be no assurance that economic performance, whether globally or in the
Philippines, can or will be sustained in the future.
The global economic downturn resulting from the COVID-19 pandemic may have an adverse impact in the
Philippines’ macroeconomic indicators, such as employment, consumer confidence, disposable income, private
spending, and business transactions. Since the outbreak of COVID-19, several companies were closed temporarily
for precautionary reasons, which have led to a decrease in economic activity in the Philippines.
The Russia-Ukraine war has also affected multiple aspects of the economy, such as significant hike in oil prices.
Since the armed conflict began, oil prices have been increasing and are expected to place inflationary pressures on
other household commodities, thereby affecting household disposable income levels.
In addition, a loss of investor confidence in the financial systems may cause increased volatility in the financial
markets and a slowdown in economic growth or economic contraction in the Philippines. Any such increased
volatility or slowdown could reduce the demand for our services, affect the ability of our customers to pay for our
services or subscribe to value added services, force our customers to downsize bandwidth requirements, among
others, all of which will materially adversely affect our business, results of operations, financial condition, and
prospects.
PFRS and PAS continue to evolve, and certain newly promulgated standards and interpretations taking effect at
the beginning of a relevant year may affect the financial reporting of our businesses.
We closely monitor and adopt the necessary financial, operational, and other controls and policies within the
context of the prevailing business, economic, and political environment in the Philippines to address risks relating
to the Philippines.
Political instability in the Philippines may have a negative effect on the Philippine economy and business
environment which could have a material adverse impact on our business
The Philippines has from time to time experienced political and military instability. In recent history, there has
been political instability in the Philippines, including impeachment proceedings against two former presidents and
the chief justice of the Supreme Court of the Philippines, hearings on graft and corruption issues against various
government officials, and public and military protests arising from alleged misconduct by previous and current
administrations. There can be no assurance that acts of political violence will not occur in the future and any such
events could negatively impact the Philippine economy. An unstable political environment may negatively affect
In addition, the Company may be affected by political and social developments in the Philippines and changes in
the political leadership and/or government policies in the Philippines. Such political or regulatory changes may
include (but are not limited to) the introduction of new laws and regulations that could impact our business.
The upcoming elections in 2022 may result to developments that may impact our operations and the pace of roll
out of our network given permitting and other administrative requirements impacted by political transitions.
Our business activities and assets are based in the Philippines, therefore, any downturn in the Philippine
economy could have a material adverse impact on our business, financial condition, results of operations,
and prospects
We derive our operating income and operating profits from the Philippines and, as such, we are highly dependent
on the state of the Philippine economy. Factors that may adversely affect the Philippine economy include:
decreases in business, industrial, manufacturing or financial activities in the Philippines, the Southeast Asian
region or globally; scarcity of credit or other financing, resulting in lower demand for products and services; the
sovereign credit ratings of the country; foreign exchange rate fluctuations; foreign exchange controls; a prolonged
period of inflation or increase in interest rates; levels of employment, consumer confidence and income; decrease
in remittances from OFWs; changes in the Government’s taxation policies; Government budget deficits; the
emergence of infectious diseases and epidemics in the Philippines or in other countries in Southeast Asia and any
related restrictions on travel and movement to control the spread of disease; natural disasters, including but not
limited to tsunamis, typhoons, earthquakes, fires, floods and similar events; political instability, terrorism or
military conflict in the Philippines, other countries in the region or globally; and other regulatory, social, political
or economic developments in or affecting the Philippines.
Any future deterioration in economic conditions in the Philippines due to these or other factors could materially
and adversely affect our customers and contractual counterparties. This, in turn, could materially and adversely
affect our financial position and results of operations. Therefore, changes in the conditions of the Philippine
economy could materially and adversely affect our business, financial condition or results of operations.
Public health crises or outbreaks of diseases could have an adverse effect on economic activity in the
Philippines, and could materially and adversely affect our business, financial condition, and results of
operations
An outbreak of disease or similar public health threat, such as COVID-19, or a pandemic, could trigger a public
health crises which would have an adverse effect on economic activity in the Philippines, and could materially and
adversely affect our business, financial condition and results of operations. In addition, outbreaks of disease could
result in increased government restrictions and regulation, including quarantines of our personnel and customers,
or an inability to access our facilities or network infrastructure, which could adversely affect our operations.
The global economic downturn resulting from the COVID-19 pandemic may have an adverse impact in the
Philippines’ macroeconomic indicators, such as employment, consumer confidence, disposable income, private
spending, and business transactions. Since the outbreak of COVID-19, several companies were closed temporarily
for precautionary reasons, which have led to a decrease in economic activity in the Philippines.
Stringent social distancing measures were put in place over the entire of Luzon. The measures imposed included
requiring strict home quarantine; prohibiting mass gatherings; closing of private establishments except for those
providing basic necessities; suspending mass public transport facilities; and restricting land, domestic air, and
domestic sea travel to and from Luzon, including Metro Manila. The extent of the impact of COVID-19 on the
The extent of the impact of the COVID-19 on our operational and financial performance will depend on future
developments, including the duration and spread of the outbreak and related restrictions, and the overall impact of
COVID-19 on the Philippine economy and demand for our products and services, all of which are highly
uncertain and cannot be predicted.
The Philippines has also experienced other public health epidemics or outbreaks of diseases, such as avian
influenza or bird flu, African Swine Fever, dengue and polio, among others, which have adversely affected the
local economy. If any such localized outbreak or any public health epidemic becomes widespread in the
Philippines or increases in severity, this could have an adverse effect on economic activity in the Philippines, and
could materially and adversely affect our business, financial condition, and results of operations.
We have incurred additional expenses relating to the purchase of protective equipment for our employees, the
disinfection and reconfiguration of company premises, and donations to various non-profit institutions, among
others. In addition, we recalibrated our network configuration to adjust for geographical and usage shifts during
the pandemic.
Acts of terrorism could destabilize the country and could have a material adverse effect on our assets and
financial condition
The Philippines has been subject to a number of terrorist attacks in the past several years. The Philippine army has
been in conflict with various groups which have been identified as being responsible for kidnapping and terrorist
activities in the Philippines as well as clashes with separatist groups. In addition, bombings have taken place in the
Philippines, mainly in cities in the southern part of the country.
An increase in the frequency, severity or geographic reach of these terrorist acts, violent crimes, bombings, and
similar events could have a material adverse effect on investment and confidence in, and the performance of, the
Philippine economy. Any such destabilization could cause interruption to our business and materially and
adversely affect our financial conditions, results of operations and prospects.
Territorial disputes with China and several Southeast Asian countries may disrupt the Philippine economy
and business environment
The Philippines, China, and several Southeast Asian nations have been engaged in a series of longstanding
territorial disputes over certain islands in the West Philippine Sea, also known as the South China Sea. In 2013,
the Philippines became the first claimant country to file a case before the Permanent Court of Arbitration, the
international arbitration tribunal based at the Hague, Netherlands to legally challenge claims of China in the West
Philippine Sea and to resolve the dispute under the principles of international law as provided for under the United
Nations Convention on the Law of the Sea (UNCLOS). In July 2016, the tribunal rendered a decision stating that
the Philippines has exclusive sovereign rights over the West Philippine Sea (in the South China Sea) and that the
“nine-dash line” claim of China is invalid. The Philippine government, under the Duterte administration, has taken
action to de-escalate tensions concerning the territorial dispute with China.
There is no guarantee that the territorial dispute between the Philippines and other countries, including China,
would end or that any existing tension will not escalate further, as China has taken steps to exercise control over
the disputed territory. In such event, the Philippine economy may be disrupted and its business and financial
standing may be adversely affected.
Corporate governance, disclosure and financial reporting standards in the Philippines may differ from
those in other countries
There may be less publicly available information about Philippine public companies than is regularly made
available by public companies in other countries. While we will comply with the requirements of the Philippine
SEC and PSE with respect to corporate governance standards in respect of a publicly listed company, these
standards may differ from those applicable in other jurisdictions.
Debt Issues
For details on the Company’s Loans Payable, see Note 10 of the attached Notes to the 2021 Audited Financial
Statements.
Item 2. PROPERTIES
None of our properties are used as collateral for our Company liabilities except for certain transportation
equipment under finance lease which are subject to chattel mortgage. As of December 2021, we own several
parcels of land located in, among others:
37. Business Center Dalisay Commercial 112,500 6/30/2023 Auto-Renewal (Year Good
Building San Jose Del On Year)
Monte Bulacan
38. Business Center A&A Building, Trece 50,000 12/20/2022 Upon Agreement Of Good
Martires The Parties
39. Business Center Aguinaldo Highway, 43,120 1/31/2023 Upon Agreement Of Good
Barangay Laan II, Silang, The Parties
Cavite
40. Business Center J12 Property Building 89,600 12/2/2025 Upon Agreement Of Good
Ground Floor Unit 2 Lot The Parties
2515 - A-4 Aguinaldo
Highway Brgy. Anabu II-
D, Imus City Cavite
41. Business Center Unit 1,2,3&4 GF Heritage 76,000 3/29/2023 Upon Agreement Of Good
Building 1 Mangubat The Parties
Avenue, Brgy Zone IV,
Dasmarinas Cavite
42. Business Center A and R Building, 55,500 3/29/2024 Upon Agreement Of Good
National Highway, The Parties
Barangay Landayan, San
Pedro City, Laguna
43. Business Center Zillion Builders, Gen 27,741 7/31/2022 Upon Agreement Of Good
Luna st., Sabang, Lipa The Parties
City
44. Business Center B. Morada Ave., City of 120,000 11/1/2024 Upon Agreement Of Good
Lipa, Batangas The Parties
45. Business Center Brgy Gulod Labac, 72,800 3/14/2022 Upon Agreement Of Good
Batangas City, Batangas The Parties
46. Business Center Rajah Matanda, Barangay 28,000 4/30/2023 Upon Agreement Of Good
District IV, Lemery, The Parties
Batangas
47. Business Center Philia Building, Governor 38,500 8/5/2024 Upon Agreement Of Good
Panotes Avenue, Purok The Parties
10, Barangay VIII, Daet,
Camarines Norte
49. Business Center San Francisco, Naga City 62,400 10/31/2024 Upon Agreement Of Good
The Parties
50. Business Center Rizal St., Ilawod East, 56,816 7/2/2022 Upon Agreement Of Good
Legazpi City The Parties
51. Business Center Upper Ground Floor, Unit 124,950 7/31/2025 Upon Agreement Of Good
104, Travelite Express The Parties
Hotel, Corner Chuntug
Street, Rizal Park North
Road, Azcko Baguio City,
Philippines
52. Business Center Wilson Building FA- 266, 44,800 12/9/2025 Upon Agreement Of Good
Km. 4, Barangay Balili La The Parties
Trinidad Benguet
53. Business Center #25 De Marzo St., Brgy. 40,000 4/14/2023 Upon Agreement Of Good
San Antonio, Candon The Parties
City, Ilocos Sur
54. Business Center New Street Bldg., Mc. 145,600 9/30/2024 Upon Agreement Of Good
Arthur Hwy, Balibago, The Parties
Angeles City
55. Business Center Paras Commercial Center 23,750 12/19/2022 Upon Agreement Of Good
M agalang Road cor. The Parties
Lacson St., San Pedro I,
Magalang, Pampanga
56. Business Center NBF Building, Sto. 17,000 10/31/2022 Upon Agreement Of Good
Tomas, San Luis The Parties
Poblacion, Pampanga
57. Business Center Lot No. 2478-B Cadastral 4,950 2/28/2023 None Good
Survey Macabebe
Pampanga
58. Business Center Masangsang, Mexico, 26,000 3/14/2023 Upon Agreement Of Good
Pampanga The Parties
59. Business Center C&A Real Estate Leasing 11,385 9/14/2022 Upon Agreement Of Good
And Commercial The Parties
Building, National
Highway, Barangay
Consuelo Sur, San
Marcelino, Zambales
60. Business Center San Nicolas, Poblacion, 35,000 12/31/2023 Upon Agreement Of Good
Concepcion, Tarlac The Parties
61. Business Center 2F- Unit 207B 2nd Floor 59,696 7/31/2023 Upon Agreement Of Good
Metrotown Mall, Sto. The Parties
Cristo, City Of Tarlac
62. Business Center Connecticut, Barangay 695,817 9/30/2025 Auto-Renewal (Year Good
Greenhills, San Juan On Year)
63. Business Center Gen. Antonio Luna 93,800 6/30/2023 Implied Good
Extension, Barangay 27,
Cagayan De Oro City
64. Business Center Oakridge It Center 2, 75,152 11/1/2022 Upon Agreement Of Good
Oakridge Business Park, The Parties
880 Fortuna Street,
Banilad, Mandaue City
65. Business Center Gapan-Olangapo Road, 24,700 1/31/2023 Upon Agreement Of Good
Brgy. Sto. Nino, Gapan The Parties
City, Nueva Ecija
66. Business Center College Avenue, Caritan 40,000 3/29/2023 Upon Agreement Of Good
Sur corner Campos Street, The Parties
Tuguegarao City,
Cagayan
67. Business Center ARCA North Annex 1 84,000 3/14/2023 Upon Agreement Of Good
Building , 286 Mc Arthur The Parties
Hiway Karuhatan
Valenzuela City
68. Business Center Poblacion, Laoag City, 33,600 4/14/2023 Upon Agreement Of Good
Ilocos Norte The Parties
69. Business Center National Highway, 40,000 4/30/2023 Upon Agreement Of Good
Barangay Luyang, The Parties
Bayombong, Nueva
Viscaya
70. Business Center Dr. Santiago Ortega, San 30,000 4/30/2024 Upon Agreement Of Good
Roque, Iriga City, The Parties
Camarines Sur
71. Business Center L. Sumulong Memorial 74,766 5/15/2023 Upon Agreement Of Good
Circle, Brgy. San Roque, The Parties
Antipolo City,
72. Business Center Roxas Avenue, Davao 105,200 4/4/2023 Upon Agreement Of Good
City The Parties
73. Business Center Donato Pison Avenue, 89,202 7/16/2024 Upon Agreement Of Good
Barangay San Rafael, The Parties
Mandurriao, Iloilo City
74. Business Center Rizal Street, Piot, 25,000 6/14/2023 None Good
Sorsogon City
75. Business Center Poblacion, Santiago City 45,000 7/31/2023 Upon Agreement Of Good
The Parties
76. Business Center Pueblo De Panay, Roxas 17,271 7/31/2023 Upon Agreement Of Good
City, Capiz The Parties
77. Business Center Pueblo De Panay, Roxas 64,178 9/30/2024 Upon Agreement Of Good
City, Capiz The Parties
78. Business Center 590 Sto. Domingo Ii 30,000 11/7/2023 Implied Good
(Macarthur Highway),
Capas, Tarlac
79. Business Center Ben-Tess Commercial 70,000 9/30/2023 Upon Agreement Of Good
Building, City Of Vigan, The Parties
Ilocos Sur
80. Business Center 336 Molino Road, 35,000 8/30/2023 Upon Agreement Of Good
Barangay Molino 3, The Parties
Bacoor City, Cavite
81. Business Center Leon Kilat Street Cor. 50,000 10/15/2023 Upon Agreement Of Good
Sanciangko Street, Pahina The Parties
Central, Cebu City
82. Business Center R. King Commercial 130,000 11/30/2024 Upon Agreement Of Good
Building, Roxas Drive, The Parties
Barangay Nacoco,
Calapan City
83. Business Center 1st Floor Plaza Anghel 60,000 8/30/2025 Upon Agreement Of Good
Bldg., Sto. Entierro St. The Parties
Sto. Rosario, Angeles
City
84. Business Center Dr. Pilapil St., San 429,600 2/28/2025 Automatic Renewal Good
Miguel, Pasig City (Year To Year)
85. Business Center Jose Abad Santos 114,534 9/30/2025 Considered Good
Avenue, Dolores, San Automatically
Fernando City, Pampanga Renewed From Year
To Year Unless
Terminated By The
LESSEE Upon 90
Days Written Notice
To The Other Party In
Advance Of Intended
Date Of Termination.
86. Business Center CLC Bldg. Blk 9 Lot 35,000 8/30/2023 Upon Agreement Of Good
5568 Sabater Compound The Parties
Molino III Baccoor City
87. Business Center Brgy Gulod Labac, 72,800 3/14/2022 1 Year Good
Batangas City, Batangas
88. Business Center Evangelista St., Barangay 18,000 1/26/2023 4 Years Good
7, Lucena City
89. Business Center First floor Austria bldg. 20,600 8/14/2024 5 Years Good
Rizal Avenue, San Carlos,
Pangasinan
91. Business Center Datelcom Bldg. Mc- 187,250 6/30/2022 5 Years Good
Arthur Hi-way Dau
Mabalacat
92. Business Center Unit A8 Ariana Building 16,050 5/31/2022 2 Years Good
Abar 1st, Maharlika
Highway, San Jose City
93. Business Center Edithas Commercial 40,000 3/29/2023 Upon Mutual Good
Bldg., College Ave., cor. Agreement By Both
Campos St., Caritan Sur, Parties
Tuguegarao,City Cagayan
94. Business Center Mc Arthur Hi way San 148,639 2/1/2029 10 Years Contract Good
Vicente Apalit Pampanga Subject For Renewal
95. Business Center Ground Floor MQC 31,851 8/31/2024 5 Years Contract Good
Building OG Road San Subject For Renewal
Matias Guagua Pampanga
96. Business Center #1255 Rizal Avenue, 58,062 1/1/2023 5 Years Contract Good
VVR Building, Brgy. Subject For Renewal
West Tapinac, Olongapo
City
98. Business Center 2F Unit 207 Metrotown 47,520 7/20/2022 3 Years Good
Mall, Sto. Cristo, Tarlac
City, Tarlac
99. Business Center Surgui 2nd Camiling, 35,000 1/1/2025 5 Years Good
Tarlac
100. Business Center Unit 7 & 8, CTC Bldg. 107,200 6/30/2023 After 2 Years Good
Brgy.27, A.Luna cor
Capt.V. Roa Streets,
Cagayan de Oro City
101. Business Center Brgy. 1, San Lorenzo, 15,000 6/4/2026 Upon Agreement Of Good
Julian Street, Laoag City The Parties
102. Business Center 122 A.Mabini street 30,000 10/1/2023 Every 4 Years Good
poblacion 1 Talisay
Batangas
103. Business Center 180 Natioinal Hi-Way 19,420 9/30/2024 Every 3 Year Good
Carvajal Commercial
Bldg. 2 Balibago, Santa
Rosa Laguna
104. Business Center Clarita Bldg. Dr. J Salud 45,052 12/31/2023 Upon Agreement Of Good
Highway Noveleta Cavite The Parties
105. Converge New Street Bldg., Mc. 180,000 9/30/2024 Upon Agreement Of Good
Office/Nodes Arthur Hwy, Balibago, The Parties
Angeles City
107. Converge Barrio Poblacion, City Of 40,482 4/4/2023 Upon Agreement Of Good
Office/Nodes Davao The Parties
108. Converge Gt Jaro, Barangay Tabuc 117,000 7/31/2026 Upon Agreement Of Good
Office/Nodes Suba, Jaro, Iloilo City The Parties
110. Converge 2nd Floor Plaza Anghel 50,000 8/30/2025 Upon Agreement Of Good
Office/Nodes Bldg., Sto. Entierro St. The Parties
Sto. Rosario, Angeles
City
111. Converge San Benito, Alaminos, 213,710 12/31/2026 Automatic Renewal Good
Office/Nodes Laguna (Year To Year)
113. Converge Ambuklao Road, Brgy., 15,000 12/4/2025 Upon Agreement Of Good
Office/Nodes Beckel, La Trinidad, The Parties
Benguet
114. Converge 25th Flr Raffles Corporate 54,263 12/31/2028 Considered Good
Office/Nodes Center F. Ortigas Jr Road Automatically
Ortigas Center, Pasig City Renewed From Year
To Year Unless
Terminated By The
LESSEE Upon 90
Days Written Notice
To The Other Party In
Advance Of Intended
Date Of Termination.
Terminated By The
LESSEE Upon 90
Days Written Notice
To The Other Party In
Advance Of Intended
Date Of Termination.
119. Converge Cardil Village, Brgy. Del 132,228 12/31/2028 Considered Good
Office/Nodes Remedio, San Pablo City Automatically
Laguna Renewed From Year
To Year Unless
Terminated By The
LESSEE Upon 90
Days Written Notice
To The Other Party In
Advance Of Intended
Date Of Termination.
123. Converge Pres. M.A. Roxas Hiway 1,087,899 12/31/2028 Considered Good
Office/Nodes Clark Freeport Zone Automatically
Subic Pampanga Renewed From Year
To Year Unless
Terminated By The
LESSEE Upon 90
Days Written Notice
To The Other Party In
Advance Of Intended
Date Of Termination.
125. Converge #39 J. Ma. Hugo St., 315,170 12/31/2028 Considered Good
Office/Nodes Project 4, Quezon City Automatically
Renewed From Year
To Year Unless
Terminated By The
LESSEE Upon 90
Days Written Notice
To The Other Party In
Advance Of Intended
Date Of Termination.
128. Converge 145 Doña Soledad Ave., 29,852 12/31/2028 Considered Good
Office/Nodes Brgy. Don Bosco, Automatically
129. Converge 255 Rizal Ave. West 50,000 12/31/2023 5 Years Good
Office/Nodes Tapinac, Olongapo City
130. Converge round Floor Jerame Plaza 18,375 3/31/2022 2 Years Good
Office/Nodes F.M Domingo Street
Paniqui Tarlac
132. Converge Banganan Aritao, Nueva 15,000 5/31/2029 Agreement Between Good
Office/Nodes Vizcaya Involved Parties
133. Converge Burgos Street. Brgy. 20,000 4/5/2030 Agreement Between Good
Office/Nodes Quirino, Solano, Nueva Involved Parties
Vizcaya
134. Converge Brgy Malasin Dupax Del 60,000 3/14/2031 Agreement Between Good
Office/Nodes Norte, Nueva Vizcaya Involved Parties
135. Converge Brgy. Luyang Byombong, 23,000 1/20/2030 Agreement Between Good
Office/Nodes Nueva Vizcaya Involved Parties
137. Converge Bugallon Norte, Ramon 60,000 8/14/2031 Upon Mutual Good
Office/Nodes Isabela Agreement Of Both
Parties
138. Converge San Fabian, Echague 50,000 3/14/2031 Upon Mutual Good
Office/Nodes Isabela Agreement Of Both
Parties
139. Converge Barangay 4, San Mateo 25,000 4/4/2031 Upon Mutual Good
Office/Nodes Isabela Agreement Of Both
Parties
140. Converge Brgy Aurora, Alicia 20,000 3/24/2031 Upon Mutual Good
Office/Nodes Isabela Agreement Of Both
Parties. Renewal Will
Be Additional Of 10
Years.
141. Converge Sinsayon, Santiago City 30,000 4/4/2030 Upon Mutual Good
Office/Nodes Agreement Of Both
Parties. Renewal Will
Be Additional Of 10
Years.
150. Converge Y Depot, Brgy. Bancasi, 28,890 2/29/2024 February 29, 2024 Good
Office/Nodes Butuan City, Agusan Del
Norte
152. Others (Parking, Arcovia City, Barangay 175,000 9/26/2022 Upon Agreement Of Good
Staff House, Etc.) Ugong, Pasig City The Parties
153. Others (Parking, Congressional Avenue 100,000 8/31/2022 Upon Agreement Of Good
Staff House, Etc.) Extension, Brgy. Pasong The Parties
Tamo, Quezon City
154. Others (Parking, Elisco Road, Ibayo Tipas, 224,700 7/14/2026 Upon Agreement Of Good
Staff House, Etc.) Taguig City The Parties
155. Others (Parking, Sta Barbara Pangasinan 25,000 12/1/2022 Renewable At The Good
Staff House, Etc.) Option Of The Lessor
156. Others (Parking, Gaddang Street. Brgy 10,000 12/1/2022 Renewable At The Good
Staff House, Etc.) Roxas Solano, Nueva Option Of The Lessor
Vizcaya
157. Others (Parking, 8a Floremer Subdivision, 60,000 7/11/2022 Upon Agreement Of Good
Staff House, Etc.) A.S. Fortuna, Cebu City The Parties
158. Warehouse/ Brgy. Libertad And 89,352 7/15/2023 Upon Agreement Of Good
Storage Progreso, Iloilo City The Parties
159. Warehouse/ Sitio Bangiad, Velasquez 493,000 8/15/2022 Upon Agreement Of Good
Storage Street, Barangay San The Parties
Juan, Taytay, Rizal
160. Warehouse/ Countryside Road, Ma-A, 81,000 4/5/2024 Upon Agreement Of Good
Storage Davao City The Parties
162. Warehouse/ Baloy, Tablon, Cagayan 96,500 8/29/2022 Upon Agreement Of Good
Storage De Oro City The Parties
163. Warehouse/ Barangay Biga, Calapan 52,336 1/23/2023 Upon Agreement Of Good
Storage City, Oriental Mindoro The Parties
167. Warehouse/ National Hiway, Bo. 5,000 7/31/2023 Upon Agreement Of Good
Storage Baretto, Zambales The Parties
169. Warehouse/ Bo. Tenejero, Balanga, 5,500 7/31/2023 Upon Agreement Of Good
Storage Bataan The Parties
170. Warehouse/ Lot C-5B Block C Subic 16,500 7/31/2023 Upon Agreement Of Good
Storage Commercial Light and The Parties
Industrial Park, Dewey
Ave., CBD Subic Bay
Freeport Zone
171. Warehouse/ Greenfield Heights, Brgy. 120,700 11/30/2025 Automatic Renewal Good
Storage Sampaloc 2, Dasmarinas, (Year To Year)
Cavite
172. Warehouse/ Brgy., Inawayan, Sta 42,000 3/14/2022 Upon Agreement Of Good
173. Warehouse/ Bo. Maliwalo, Tarlac 392,782 12/31/2028 Upon Agreement Of Good
Storage City, Tarlac The Parties
LESSEE Upon 90
Days Written Notice
To The Other Party In
Advance Of Intended
Date Of Termination.
181. Warehouse/ Apm Park, Velasquez St., 493,000 8/15/2022 Considered Good
Storage Taytay, Rizal Automatically
Renewed From Year
To Year Unless
Terminated By The
LESSEE Upon 90
Days Written Notice
To The Other Party In
Advance Of Intended
Date Of Termination.
182. Warehouse/ Km. 11, Brgy. Biga, 50,000 1/5/2023 Considered Good
Storage Calapan City, Oriental Automatically
Mindoro Renewed From Year
To Year Unless
Terminated By The
LESSEE Upon 90
Days Written Notice
To The Other Party In
Advance Of Intended
Date Of Termination.
Terminated By The
LESSEE Upon 90
Days Written Notice
To The Other Party In
Advance Of Intended
Date Of Termination.
188. Warehouse/ AC Cortes, Mandaue City 174,196 6/30/2023 After 2 Years Good
Storage
As of the date of this Report, our primary telecommunications equipment comprises our nationwide fiber network.
We invested in a submarine cable system for which we entered into a supply contract for the purchase of
submarine cables and accessories and other equipment, as well as a service contract for the design, manufacture,
installation, integration, testing and commissioning of the submarine cable system and provision of long-term
technical support and maintenance thereof with Huawei Marine Networks Co. Ltd.
The Company and its subsidiaries are not currently involved in any material litigation, arbitration or similar
proceedings, and we are not aware of any such proceedings pending or threatened against us or any of our
properties. There was no bankruptcy, receivership or similar proceedings initiated during the past four years.
There was no matter submitted to a vote of security holders during the period covered by this report.
Item 5. MARKET FOR ISSUER’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
For details of the equity components listed in the table above, please see Note 13 of the attached consolidated
financial statements.
Converge was listed on the PSE on October 26, 2020 under the ticker symbol CNVRG at P16.80 per share. The
quarterly high and low prices are as follows:
As of the latest practicable trading date of March 31, 2022, Converge’s publicly listed stock closed at ₱30.20 per
share.
On August 8, 2019, our Company, the Founders, Comclark and Coherent Cloud entered into a share subscription
agreement pursuant to which we agreed to issue, and Coherent Cloud agreed to subscribe for the 51,136,363
Preferred Shares for an aggregate consideration of U.S.$225,000,000. The subscription was completed in two
tranches as follows:
No. of Preferred
Date of issuance Shares* Consideration
August 23, 2019 30,681,818 U.S.$135,000,000
February 7, 2020 20,454,545 U.S.$90,000,000
*Number of Shares before the Stock Split and the Conversion.
The company applied for a stock split and was approved by the SEC on September 28, 2020. As a result of the
stock split, the above convertible preferred shares were exchanged for 2,045,454,520 newly issued preferred
shares, each with a par value of P0.25 per share.
On October 8, 2020, Coherent Cloud Investments B.V. exercised it conversion right to convert all 2,045,454,520
issued and outstanding preferred shares held in its name to common shares and the Company has issued
2,045,454,520 common shares to Coherent Cloud on the same date at a conversion ratio of one preferred shares to
one common share.
As of December 31, 2021, the Company has no outstanding preferred shares. Refer to Note 13 of our consolidated
financial statements for a detailed discussion on the movements of our share capital
Under the PSE Amended Rule on Minimum Public Ownership, listed companies are required, at all times, to
maintain a minimum percentage of 20.0%.
R.A. No. 9707 mandates the Company to offer at least 30% of its outstanding capital stock or higher percentage
that may hereafter be provided by law in any securities exchange in the operations in compliance with the
constitutional provision to encourage public participation in public utilities (the “Converge Public Offering”),
which shall occur within five years from the commencement of operations of the Company pursuant to Section 16
of R.A. No. 9707 otherwise, the franchise may be revoked. Nevertheless, under Section 17 of R.A. No. 9707,
which provide that “any advantage, favor, privilege, exemption or immunity granted under existing franchises for
telecommunications system, or which may hereafter be granted, shall ipso facto become part of this franchise and
shall be accorded immediately and unconditionally to the herein grantee”, the applicable period for the Converge
Public Offering is in fact ten years from the commencement of operations of the Company. Considering that at
least two legislative franchises granted in June 1998 under Republic Act No. 8645 for Mindoro
Telecommunications Corporation and Republic Act No. 8678 for Sear Telecommunications Inc. provide that the
public offering requirement of least 30% of their outstanding capital stock or higher percentage be undertaken
within 10 years from commencement of operations, the period for the Converge Public Offering should likewise
be deemed automatically extended from five years to ten years. On June 18, 2020, in reply to the letter from the
Company requesting for clarification on this matter, the NTC confirmed that the applicable period for the
Converge Public Offering is 10 years from commencement of the Company’s operations in 2012. As of end-
November 2021, the Company has reached 26% public float. The Company expects to fully comply with the 30%
public float requirement under RA 9707 on or before June 2022. Please see Item 10. Security Ownership of
Certain Beneficial Owners, Directors, and Executive Officers for more details.
Stockholders
As of February 28, 2022, the stockholders of the Company own 7,526,294,461 or 100% of issued common shares.
Dividends
We do not intend to make any dividend payments in the short to medium term, as we currently intend to retain all
future earnings to finance the continued nationwide expansion of our end-to-end fiber network, which would
require substantial cash expenditures. Our Board, may, at any time, modify such dividend policy depending upon
the results of operations and future projects and plans and other considerations.
Dividends, if any, shall be declared and paid out of our unrestricted retained earnings which shall be payable in
cash, property or stock to all shareholders on the basis of the outstanding stock held by them. Unless otherwise
required by law, our Board, has sole discretion to determine the amount, type and date of payment of the
dividends to the shareholders, taking into account various factors, including:
The table below summarizes the revenue contribution of each business to our total revenues for the periods
indicated. Historically, the majority of our revenue has been derived from our Residential Business. For the year
ended December 31, 2021, revenues from our Residential Business increased by 83.2% to reach ₱23,129.1 million
and revenues from our Enterprise Business increased by 10.8% to reach ₱3,349.7.
Revenues from both our Residential Business and our Enterprise Business are primarily generated from fixed-term
contracts that we enter into with our customers to sell our high-speed fixed broadband internet services and other
connectivity solutions. In addition, we generate revenue from the sale of additional connectivity solutions, such as
our “speed boost” add-on for our residential subscribers and our “bandwidth on demand” add-on for our enterprise
customers.
Revenue from our fixed term subscription contracts is recognized on a straight-line basis over the subscriber’s
subscription period. Additional services are charged separately and recognized as provided or used. For more
information on revenue recognition, see Note 14 of our audited consolidated financial statements.
We also charge our residential customers a one-time installation fee at the time of sign-up. These up-front
payments of installation fees are recorded as deferred revenues in our consolidated statement of financial position
and recognized as revenue on a straight-line basis over the term of the subscription contract.
Cost of Services
Cost of services comprise the following:
• Depreciation and amortization, primarily comprising (i) depreciation of property, plant and equipment,
namely our fiber network infrastructure, (ii) amortization of right-of-use assets, which relate to various
network assets and co-located sites, office space, warehouses and transportation equipment that we lease,
and (iii) amortization of intangible assets, such as our customer list, telecommunication franchise, and
software and licenses;
• Bandwidth and leased line costs, which primarily relate to international bandwidth costs in connection
with the transmission of data between the Philippines and an international location, to the extent that we
do not have proprietary access to international bandwidth. In addition, we incur transit costs in connection
The table below summarizes our cost of services for the periods indicated.
• Personnel costs (other than personnel costs recorded as cost of services), which primarily relate to
headquarter, general and administrative personnel;
• Depreciation and amortization, primarily comprising (i) depreciation of property, plant and equipment
(other than those recorded as cost of services), (ii) amortization of right-of-use assets, which relate to
office space, warehouses and transportation equipment that we lease (other than amortization expense
The table below summarizes our general and administrative expenses for the periods indicated.
Trade and other receivables are tested at each reporting date, by evaluating the range of possible outcomes, taking
into account past events, current conditions and our assessment of future economic conditions. When determining
Finance Costs
Finance costs comprise borrowing costs and interest arising from the recognition of lease liabilities, which relate
to various network and co-located sites, office space, warehouses and transportation equipment that we lease.
Remeasurements are from changes in financial assumptions and demographic assumptions, and experience
adjustments.
RESULTS OF OPERATIONS
Year ended December 31, 2021 compared to year ended December 31, 2020
Revenues
Revenues increased by 69.2%, or ₱10,826.5 million, from ₱15,652.3 million for the year ended December 31,
2020 to ₱26,478.8 million (U.S.$537.2 million) for the year ended December 31, 2021 due to increases in revenue
from our Residential and Enterprise Businesses.
Residential Business revenue increased by 83.2%, or ₱10,500.8 million, from ₱12,628.3 million for the year
ended December 31, 2020 to ₱23,129.1 million (U.S.$469.3 million) for the year ended December 31, 2021
primarily due to an increase in residential subscribers of 62.9%, or 653,229 subscribers, from 1,038,321
subscribers as of December 31, 2020 to 1,691,550 subscribers as of December 31, 2021. FTTH subscribers
increased by 79.4%, or 653,432 subscribers, from 822,791 FTTH subscribers as of December 31, 2020 to
1,476,223 FTTH subscribers as of December 31, 2021. HFC subscribers increased by 8.7%%, or 18,696
subscribers, from 215,530 HFC subscribers as of December 31, 2020 to 234,226 HFC subscribers as of December
31, 2021. The residential subscriber increase was driven by our ability to deepen our presence in existing areas
and expand our network to new areas, increasing our ports from 3,506,841 as of December 31, 2020 to 5,886,005
Enterprise Business revenue increased by 10.8%, or ₱325.7 million, from ₱3,024.0 million for the year ended
December 31, 2020 to ₱3,349.7 million (U.S.$68 million) for the year ended December 31, 2021 primarily driven
by the adoption of new enterprise products including WFH connectivity solutions. Unique enterprise customers
increased by 134.8%, or 14,948 customers, from 11,090 customers as of December 31, 2020 to 26,038 customers
as of December 31, 2021. Monthly ARPU decreased by 37% or ₱8,786.0, from ₱23,809.0 for the year ended
December 31, 2020 to ₱15,023.0 for the year ended December 31, 2021, which reflects the additional customers
including multi-site branches (e.g., retail clients with multiple nationwide branches), which require less bandwidth
than our traditional large enterprise clients (e.g., financial institutions, BPOs); and the temporary adjustments that
businesses have made in light of COVID-19, whereby a portion of their enterprise connectivity spend has
temporarily shifted towards WFH home internet solutions for their employees, which are lower ARPU products.
Cost of Services
Cost of services increased by 48.7%, or ₱3,442.8 million, from ₱7,064.6 million for the year ended December 31,
2020 to ₱10,507.4 million for the year ended December 31, 2021. The increase was primarily attributable to
increases in depreciation and amortization costs, amortization of deferred contract cost, network materials and
supplies used, repairs and maintenance expenses, and rent expenses.
Depreciation and amortization costs increased by 62.7%, or ₱ 1,445.0 million, from ₱2,303.4 million for the year
ended December 31, 2020 to ₱3,748.5 million for the year ended December 31, 2021 primarily due to the
expansion of our fiber network, additional issuances of CPEs due to new subscriber installations, increase in our
intangible assets and additional right-of-use assets.
Amortization of deferred contract cost increased by 112.9%, or ₱933.2 million, from ₱826.7 million for the year
ended December 31, 2020 to ₱1,759.9 million for the year ended December 31, 2021 due to additional subscriber
acquisition costs and installation costs reflecting our expanding and increasing residential subscriber base.
Network materials and supplies used increased by 31.2%, or ₱427.5 million, from ₱1,370.2 million for the year
ended December 31, 2020 to ₱1,797.7 million for the year ended December 31, 2021 due higher material
issuances used brought about by the higher subscriber installations during the year.
Rent increased by 109.5%, or ₱216.0 million, from ₱197.3 million for the year ended December 31, 2020 to
₱413.2 million for the year ended December 31, 2021 due to an increases in higher co-location and pole rentals
during the year, coming from the increase in our subscriber base.
Repairs and maintenance expenses increased by 129.1%, or ₱364.6 million, from ₱282.5 million for the year
ended December 31, 2020 to ₱647.2 million for the year ended December 31, 2021 primarily due to the normal
repairs done on our fiber network facilities, and the higher software maintenance fees being used in our
operations.
Gross Profit
Gross profit increased by 86.0%, or ₱7,383.7 million, from ₱8,587.7 million for the year ended December 31,
2020 to ₱15,971.4 million for the year ended December 31, 2021. Gross margin, or gross profit as a percentage of
revenue, increased from 54.9% in 2020 to 60.3% in 2021. The increase in gross margin was primarily due to the
increase in revenue, which outpaced increases in costs, each as described above.
Personnel costs increased by 19.4%, or ₱203.8 million, from ₱1,050.4 million for the year ended December 31,
2020 to ₱1,254.3 million for the year ended December 31, 2021 due to increase in headcount and key hires during
the year to support the business, and the granting of stock options to certain employees.
Managed service fees increased by 179.3%, or ₱472.6 million, from ₱263.5 million for the year ended December
31, 2020 to ₱736.2 million for the year ended December 31, 2021 primarily due to additions in our MSPs to serve
our growing subscriber base, as well as, higher collection commissions and fees to our collecting agents, because
of their rigorous efforts, which resulted in higher collections during the year.
Outside services increased by 251.5%, or ₱376.4 million, from ₱149.7 million for the year ended December 31,
2020 to ₱526.1 million for the year ended December 31, 2021 primarily due to additional customer support
service providers, to serve our growing subscriber base.
Taxes and licenses increased by 177.2%, or ₱251.8 million, from ₱142.1 million for the year ended December 31,
2020 to ₱393.9 million for the year ended December 31, 2021 primarily from the higher business taxes paid
during the year due to the Company’s expansion in key regions and provinces.
Promotions increased by 612.3%, or ₱458.9 million, from ₱74.9 million for the year ended December 31, 2020 to
₱533.9 million for the year ended December 31, 2021 due to higher promotional activities by the Company to
increase brand recognition and drive-up sales.
Year ended December 31, 2020 compared to year ended December 31, 2019
Revenues
Revenues increased by 71.3%, or ₱6,512.8 million, from ₱9,139.5 million for the year ended December 31, 2019
to ₱15,652.3 million (U.S.$324.3 million) for the year ended December 31, 2020 due to increases in revenue from
our Residential and Enterprise Businesses.
Residential Business revenue increased by 98.7%, or ₱6,274.4 million, from ₱6,353.9 million for the year ended
December 31, 2019 to ₱12,628.3 million (U.S.$261.7 million) for the year ended December 31, 2020 primarily
due to an increase in residential subscribers of 96.0%, or 508,692, subscribers, from 529,629 subscribers as of
December 31, 2019 to 1,038,321 subscribers as of December 31, 2020. FTTH subscribers increased by 148.9%, or
492,170 subscribers, from 330,621 FTTH subscribers as of December 31, 2019 to 822,791 FTTH subscribers as of
December 31, 2020. HFC subscribers increased by 8.3%, or 16,522 subscribers, from 199,008 HFC subscribers as
of December 31, 2019 to 215,530 HFC subscribers as of December 31, 2020. The residential subscriber increase
was driven by our ability to deepen our presence in existing areas and expand our network to new areas,
increasing our ports from 2,009,771 as of December 31, 2019 to 3,506,841 as of December 31, 2020 and attract
new subscribers to take-up available ports and increase port utilization across our network. We maintained our
residential blended ARPU at P1,298 in 2020, in line with 2019 level of P1,293.
Enterprise Business revenue increased by 8.6%, or ₱238.4 million, from ₱2,785.6 million for the year ended
December 31, 2019 to ₱3,024.0 million (U.S.$62.7 million) for the year ended December 31, 2020 primarily
Cost of Services
Cost of services increased by 59.1%, or ₱2,623.9 million, from ₱4,440.7 million for the year ended December 31,
2019 to ₱7,064.6 million (U.S.$146.4 million) for the year ended December 31, 2020. The increase was primarily
attributable to increases in depreciation and amortization costs, bandwidth and leased line cost, amortization of
deferred contract cost, network materials and supplies used, service fees, personnel cost, and rent.
Depreciation and amortization costs increased by 50.4%, or ₱771.6 million, from ₱1,531.8 million for the year
ended December 31, 2019 to ₱2,303.4 million (U.S.$48.0 million) for the year ended December 31, 2020
primarily due to the expansion of our fiber network, increase in our intangible assets and additional right-of-use
assets.
Bandwidth and leased line costs increased by 14.1%, or ₱116.6 million, from ₱829.0 million for the year ended
December 31, 2019 to ₱945.6 million (U.S.$19.7 million) for the year ended December 31, 2020 due to the
purchase of additional bandwidth capacity from international carriers, partially offset by declining unit prices.
Bandwidth and leased line costs decreased as a percentage of revenue from 9.1% in December 31, 2019 to 6.0% in
December 31, 2020, due to partnerships formed with global carriers in order to secure proprietary access to
bandwidth capacity on certain key international network routes.
Network materials and supplies used increased by 72.1%, or ₱573.9 million, from ₱796.3 million for the year
ended December 31, 2019 to ₱1,370.2 million (U.S.$28.5 million) for the year ended December 31, 2020 due to
the expansion of our residential subscriber base.
Amortization of deferred contract cost increased by 132.6%, or ₱471.3 million, from ₱355.4 million for the year
ended December 31, 2019 to ₱826.7 million (U.S.$17.2 million) for the year ended December 31, 2020 due to
additional subscriber acquisition costs and installation costs reflecting our expanding and increasing residential
subscriber base.
Service fees increased by 79.5%, or ₱273.5 million, from ₱344.2 million for the year ended December 31, 2019 to
₱617.8 million (U.S.$12.8 million) for the year ended December 31, 2020 due to an increase in bundled
broadband packages sold to HFC subscribers and bundling fees paid to service providers.
Personnel costs increased by 74.0%, or ₱169.5 million, from ₱229.1 million for the year ended December 31,
2019 to ₱398.7 million (U.S.$8.3 million) for the year ended December 31, 2020 primarily due to an increase in
headcount in line with expansion and maintenance of a larger network and customer base.
Repairs and maintenance expenses increased by 76.0%, or ₱85.2 million, from ₱112.1 million for the year ended
December 31, 2019 to ₱197.3 million for the year ended December 31, 2020 primarily due to damages caused by
a series of typhoons in the Philippines.
Gross Profit
Gross profit increased by 82.8%, or ₱3,888.9 million, from ₱4,698.8 million for the year ended December 31,
2019 to ₱8,587.7 million (U.S.$177.9 million) for the year ended December 31, 2020. Gross margin, or gross
SEC Form 17A –2021
66
profit as a percentage of revenue, increased from 51.4% in 2019 to 54.9% in 2020. The increase in gross margin
was primarily due to the increase in revenue, which outpaced increases in costs, each as described above.
Personnel costs increased by 102.1%, or ₱530.7 million, from ₱519.8 million for the year ended December 31,
2019 to ₱1,050.4 million (U.S.$21.9 million) for the year ended December 31, 2020 due to an increase in
headcount to keep up with the demands of our growing business. We also made senior management hires during
the period to support the business.
Commission expense increased by 222.4%, or ₱181.8 million, from ₱81.7 million for the year ended December 31,
2019 to ₱263.5 million (U.S.$5.5 million) for the year ended December 31, 2020 primarily due to an increase in
the commissions of our MSPs, as well as, higher collection commissions and fees to our collecting agents, because
of their rigorous efforts, which resulted in a higher collections during the year.
Professional fees increased by 141.6%, or ₱126.6 million, from ₱89.4 million for the year ended December 31,
2019 to ₱216.0 million (U.S.$4.5 million) for the year ended December 31, 2020 primarily due to an increase in
the number of consultants and counsels for our initial public offering.
For the year ended December 31, 2020, we recognized ₱110.9 million as provision for contingencies which
represents our best estimate of the probable cost that may arise from certain ongoing operational contingencies in
the ordinary course of business.
Total Assets
Total assets as of December 31, 2021 stood at ₱81,864.0 million, an increase of 44.4%, or ₱25,151.9 million,
compared to ₱56,712.1 million as of December 31, 2020. This increase was due to the following:
• Trade and other receivables, net increased by 39.6%, or ₱860.1 million, to ₱3,032.8 million as of
December 31, 2021 from ₱2,172.7 million as of December 31, 2020 primarily due to the increase in
revenues brought about by the higher subscriber base, offset by our increased collections and higher
allowance for doubtful accounts.
• Network materials and supplies increased by 71.6%, or ₱ 1,453.5 million, to ₱3,484.9 million as of
December 31, 2021 from ₱2,031.4 million as of December 31, 2020 significantly due to higher purchases
• Cash and cash equivalents decreased by 37.6%, or ₱4,873.5 million, to ₱8,083.9 million as of December
31, 2021 from ₱12,957.4 million as of December 31, 2020 primarily due to the increase in capital
expenditures to expand our network.
• Amounts due from related parties (current) decreased by 16.0%, or ₱225.0 million, to ₱1,183.3 million as
of December 31, 2021 from ₱1,408.3 million as of December 31, 2020. Amounts due from related parties
(net of current portion) decreased by 1.9%, or ₱3.1 million, to ₱160.3 as of December 31, 2021 from
₱163.4 million as of December 31, 2020. The decreases are because of the collections we received from
our related parties.
• Financial asset at fair value through profit or loss (FVTPL) decreases to ₱57.2 million as of December 31,
2021 from ₱71.9 million as of December 31, 2020 due to the unrealized loss on FVTPL.
Total Liabilities
Total liabilities as of December 31, 2021 stood at ₱46,753.0 million, an increase of 61.6%, or ₱17,816.1 million,
compared to ₱28,936.9 million as of December 31, 2020. This increase was due to the following:
Total Assets
Total assets as of December 31, 2020 stood at ₱56,712.1 million (U.S.$1,180.9 million), an increase of 82.0%, or
₱25,552.6 million, compared to ₱31,159.5 million as of December 31, 2019. This increase was due to the
following:
• Cash and cash equivalents increased by 107.9%, or ₱6,724.4 million, to ₱12,957.4 million (U.S.$ 269.8
million) as of December 31, 2020 from ₱6,233.0 million as of December 31, 2019 primarily due to the
proceed from issuance of shares, partially offset by an increase in capital expenditures to expand our
network.
• Trade and other receivables, net increased by 3.2%, or ₱67.2 million, to ₱2,172.7 million (U.S.$45.2
million) as of December 31, 2020 from ₱2,105.5 million as of December 31, 2019 primarily due to the
growth of our subscriber base, offset by our increased collections and higher allowance for doubtful
accounts.
• Amounts due from related parties (current) increased by 140.1%, or ₱821.7 million, to ₱1,408.3 million
(U.S.$29.3 million) as of December 31, 2020 from ₱586.6 million as of December 31, 2019 primarily due
to higher collections made on behalf of the Group, from same subscribers, and higher transfers of network
materials to our related parties. Amounts due from related parties (net of current portion) was ₱163.4
million (U.S.$3.4 million) as of December 31, 2020 and nil as of December 31, 2019. Amounts due from
related parties (net of current portion) are primarily related to the non-current portion of finance lease
receivables.
• Network materials and supplies increased by 110.9%, or ₱1,068.0 million, to ₱2,031.4 million (U.S.$42.3
million) as of December 31, 2020 from ₱963.4 million as of December 31, 2019 significantly because of
the increased usage due to a higher subscriber acquisitions and fiber network expansion.
Total Liabilities
Total liabilities as of December 31, 2020 stood at ₱28,936.9 million (U.S.$602.6 million), an increase of 52.4%,
or ₱9,945.2 million, compared to ₱18,991.7 million as of December 31, 2019. This increase was due to the
following:
• Trade and other payables increased by 84.7%, or ₱6,077.2 million, to ₱13,252.8 million (U.S.$276.0
million) as of December 31, 2020 from ₱7,175.6 million as of December 31, 2019. The increase primarily
related to an increase in purchases and subcontractor costs to support the growth of the business and our
fiber network expansion.
• Loans payable (net of current portion) increased by 54.5%, or ₱3,731.0 million, to ₱10,582.6 million
(U.S.$220.4 million) as of December 31, 2020 from ₱6,851.6 million as of December 31, 2019 due to the
drawdown of our loan facility during the period. Loans payable (current) decreased by 33.4%, or ₱367.1
million, to ₱731.2 million (U.S.$15.2 million) as of December 31, 2020 from ₱1,098.3 million as of
December 31, 2019 as short-term loans were repaid during the period.
• Deferred revenue (current) increased by 132.4%, or ₱264.1 million, to ₱463.6 million (U.S.$9.7 million)
as of December 31, 2020 from ₱199.5 million as of December 31, 2019. Deferred revenue (net of current
portion) increased by 150.3%, or ₱123.1 million, to ₱205.1 million (U.S.$4.3 million) as of December 31,
• Dividends payable decreased by 100.0%, or ₱807.7 million, to nil as of December 31, 2020 from ₱807.7
million as of December 31, 2019. Dividends were declared in 2019 as part of Warburg Pincus’ investment
into our Company.
Our principal sources of funding for our capital requirements since 2016 have been (a) capital contributions from
our shareholders, including a U.S.$225 million equity investment by Warburg Pincus, (b) cash flows generated
from our operations and (c) bank financings. We maintain a strong and conservatively levered balance sheet. The
Company’s net debt position (as measured by total financial debt less cash and cash equivalents) is at ₱11,762.3
million as of December 31, 2021 compared to net cash position of ₱1,643.6 million as of December 31, 2020. We
believe that our strong balance sheet and conservative leverage position provide us with significant financial
flexibility and sufficient leverage headroom to fund our growth plans.
Looking ahead, we expect to fund our capital requirements through a combination of (a) the available cash on our
balance sheet (₱8,084.4 million (U.S.$164.0 million) as of December 31, 2021), (b) further cash to be generated
from operations, (c) debt facilities of ₱21,500 million (U.S.$436.2 million) available for drawdown as of
December 31, 2021, and (d) a further ₱20,000 million (U.S.$405.8 million) from our peso-denominated bond
shelf registration.
YoY Change
December 31, 2020 December 31, 2021 (%)
Balance Sheet Data (in P millions)
Total Assets 56,712 81,864 44%
Total Debt(1) 11,314 19,846 75%
Total Stockholders' Equity 27,775 35,111 26%
Financial Ratios
Total Debt to EBITDA (gross) 1.4x 1.3x
Total Debt to EBITDA (net) -0.2x 0.8x
Debt Service Coverage(2) 3.0x 4.4x
Interest Coverage (gross) (3) 14.9x 30.5x
Debt to Equity (gross) (4) 0.4x 0.6x
Debt to Equity (net) (5) -0.1x 0.3x
Notes:
(1) Total Debt is the sum of current and noncurrent loans payable
(2) Debt Service Coverage is computed as Parent Company’s LTM earnings before interest, taxes, depreciation and amortization / Parent Company’s LTM
annual debt service requirements due over the same corresponding period which are the interests, principal and lease payments
(3) Interest Coverage (gross) is computed as EBITDA divided by finance costs
(4) Debt to Equity (gross) is computed as total debt divided by total shareholders’ equity
(5) Debt to Equity (net) is computed as the difference between total debt and cash and cash equivalents divided by total shareholders’ equity
Cash Flows
The following discussion of our cash flows for the years ended December 31, 2021 and 2020 should be read in
conjunction with the statements of cash flows included in the audited financial statements.
Net cash from operating activities was ₱7,648.5 million (U.S.$155.18 million) for the year ended December 31,
2021. Our cash flows generated from operating activities for 2021 are calculated by adjusting our profit before
income tax of ₱9,553.2 million by (i) non-cash and other items, primarily comprising ₱4,085.2 million of
SEC Form 17A –2021
73
depreciation and amortization, ₱1,005.1 million in provision for impairment of trade and other receivables,
₱1,759.9 million of amortization of deferred contract costs, and ₱485.5 million in finance costs, (ii) changes in
certain working capital items that positively impacted cash flows from operating activities, in particular increases
in trade and other payables of ₱1,500.3 million, increase in subscriber deposits of ₱290.0 million, increase in
deferred revenues of ₱686.2 million, (iii) changes in certain working capital items that negatively impacted cash
flows from operating activities, in particular a ₱1,861.7 million increase in trade and other receivable, a ₱4,082.3
increase in network materials and supplies, a ₱2,647.4 million increase in deferred contract costs, a ₱1,775.7
million increase in other current and non-current assets, and (iv) income taxes paid during the year amounting to
P2,006.8 million.
Net cash from operating activities was ₱7,298.5 million (U.S.$152.0 million) for the year ended December 31,
2020. Our cash flows generated from operating activities for 2020 are calculated by adjusting our profit before
income tax of ₱4,878.7 million by (i) non-cash and other items, primarily comprising ₱2,459.4 million of
depreciation and amortization, ₱720.5 million in provision for impairment of trade and other receivables, ₱826.7
million of amortization of deferred contract costs, ₱110.9 million in provision for contingencies and ₱550.3
million in finance costs, (ii) changes in certain working capital items that positively impacted cash flows from
operating activities, in particular increases in trade and other payables of ₱5,833.6 million and subscriber deposits
of ₱641.1 million, (iii) changes in certain working capital items that negatively impacted cash flows from
operating activities, in particular a ₱2,720.8 million increase in network materials and supplies, a ₱1,760.9 million
increase in deferred contract costs, a ₱1,197.1 million increase in other current and non-current assets, a ₱806.5
million increase in due from related parties, and a ₱787.6 million increase in trade and other receivables, and (iv)
income taxes paid during the year amounting to P1,683.6 million. .
Cash used for acquisitions of property, plant and equipment was ₱13,597.5 million and ₱18,146.8 million for the
year ended December 31, 2020 and 2021, respectively. Over that period, we made the following significant
investments: (i) additions in outside plant equipment, which primarily consists of passive network equipment
related to the construction of our end-to-end fiber network, (ii) additions in inside plant equipment, which
primarily consists of active network equipment such as dense wavelength division multiplexing equipment and
routers and (iii) additions in other property, plant and equipment, which primarily consists of customer premise
equipment, and general IT related investments such as laptop computers and other office IT equipment.
Cash used for acquisitions of intangible assets was ₱672.9 million and ₱1,102.3 million for the year ended
December 31, 2020 and 2021, respectively. Over that period, we made the following significant investments: (i)
additions in software and licenses, (ii) additions in intangible assets relating to customer list acquisitions, and (iii)
additional investments in intangible assets relating to licenses such as our telecommunication franchise to
construct, install, establish, operate and maintain telecommunications systems throughout the Philippines.
Cash used for acquisition of right-of-use assets was ₱272.2 million and ₱127.0 million for the year ended
December 31, 2021 and 2020, respectively, with significant investments in indefeasible right of use access to
international connectivity.
Net cash from financing activities was ₱13,871.8 million (U.S.$288.9 million) during the year ended December
31, 2020. Cash flows from financing activities primarily consisted of ₱8,078.1 million of proceeds from issuance
of common shares, ₱4,567.9 million of proceeds from the issuance of convertible preferred shares and ₱5,462.2
million of proceeds from loans, which was partially offset by ₱2,098.3 million of repayments of loans and
₱1,088.3 million of dividends.
The following table summarizes our contractual obligations and commitments as of December 31, 2021:
Within 1
Total Year 1-5 Years Over 5 Years
(in ₱ millions)
Loans payable, net of current portion..... 16,847.0 - 13,466.0 3,381.0
Loans payable – current ......................... 2,999.2 2,999.2 - -
Trade and other payables ........................ 17,552.1 17,552.1 - -
Total 37,398.3 20,551.3 13,466.0 3,381.0
Capital Expenditures
We are in the process of a significant network expansion program. We have and are continuing to deploy capital
expenditures to extend and augment our proprietary end-to-end fiber network, comprising of our domestic
backbone, distribution and last-mile networks, and our international connectivity networks. We had aggregate
capital expenditures of approximately ₱59.2 billion (U.S.$1.2 billion) from 2017 through December 31, 2021. Our
capital expenditures were ₱2.1 billion in 2017, ₱6.3 billion in 2018, ₱10.0 billion in 2019, ₱15.6 billion in 2020,
and ₱25.2 billion in 2021. In 2022, we currently expect to incur capital expenditures in the aggregate amount of
approximately ₱26.0 billion to ₱28.0 billion (U.S.$527.5 million to U.S.$568.3 million) toward, among other
things, further augmenting our domestic network (comprising of our domestic backbone, distribution and last mile
networks), and securing additional access to international connectivity.
• Domestic backbone which connects the three major Philippine islands of Luzon, Visayas and Mindanao in
a single continuous loop. The primary Luzon, Visayas, and Mindanao segments were already operational
and completed last November 2021, supported by over 20 cable landing stations across the archipelago.
The domestic backbone comprises of both outside plant equipment, or passive or not electrically powered
network equipment (e.g. fiber), and inside plant equipment, or active or electrically powered network
equipment (e.g. routers). We estimate our domestic backbone capital expenditures on a per kilometer
basis according to the length of the network that we are planning to develop;
• Customer premise equipment (“CPE”), which are the modems and routers provided to residential
subscribers. The cost for each CPE for a FTTH subscriber is approximately U.S.$70, and it is depreciated
over three years. The annual CPE cost that we incur is directly correlated to the volume of gross
residential subscriber additions in a given year;
• International connectivity, which connects our domestic network with key international networks. We
actively seek to form partnerships with global carriers in order to secure proprietary access to bandwidth
capacity on certain key international network routes. For example, in August 2020, we entered into an
agreement with Telstra International Limited to purchase 5Tbps of international bandwidth capacity,
providing a 15-year IRU on two major intra-Asia networks for an attractive cost. This 5Tbps of bandwidth
capacity is equivalent to approximately seven times our current leased bandwidth capacity, and has been
priced at an aggregate unit cost that is meaningfully lower compared to our average contracted lease costs
at present. This IRU is subject to certain conditions.
In May 2021, Converge secured its participation in the Bifrost Cable System with the signing of definitive
agreements with Keppel Telecommunications & Transportation’s wholly-owned subsidiary, Keppel
Midgard Holdings Pte. Ltd. (“KMH”). The agreement aims to grant Converge an IRU for one fiber pair
on the main trunk of Bifrost Cable System, which directly connects Singapore to the west coast of North
America. KMH and Converge will also jointly develop a branch on the Bifrost Cable System that will
land in Davao, Philippines, with Converge also being granted an IRU on the entire Davao branch. The
additional branch will significantly increase internet speeds and network diversity for businesses and
consumers in the Philippines. Converge will invest over U.S.$100 million (around P5 billion) for the
whole project.
Going forward, Converge intends to continue to secure proprietary access to international bandwidth
capacity through similar agreements with other international carriers, which can provide us with
significant cost savings; and
• Other property, plant and equipment and intangible assets, such as IT systems and software.
• 61.5% to our Outside Plant Equipment, or passive or not electrically powered network equipment, related
to the construction of our proprietary end-to-end fiber network. These include investments into fiber-optic
cables, the construction of our domestic backbone and distribution networks, including the construction of
poles, the installation of network access points and ports.
• 20.5% to our Inside Plant Equipment, or active or electrically powered network equipment, related to the
construction of our proprietary end-to-end fiber network. This includes dense wavelength division
multiplexing (“DWDM”) equipment and routers for activating the network buildout discussed in the
outside plant equipment above.
• 5.7% to other Capex, which include Right-of-Use Assets, Intangible Assets, Transportation and Heavy
Equipment, Land, Office Equipment and Furniture, Leasehold Improvements and Tools and Facility
Equipment
The table below summarizes the balances and changes in these major property, plant, and equipment items:
Notes:
(1) Include property, plant and equipment, intangibles and right-of-use assets, acquired as of report date
(2) Return on Invested Capital is tax-adjusted (25% assumed effective tax rate) profit from operations divided by average invested capital.
Invested Capital is the sum of our total equity and total debt (comprising loans payable (non-current and current portions)), less cash and
cash equivalents and capital expenditures in progress
(3) Net IPO proceeds of P7,828 million excluded from FY2020 ROIC calculations, as proceeds will start to be utilized in FY2021
We did not have any other off-balance sheet arrangements or obligations that were likely to have a current or
future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures
or capital resources that is material to investors.
We are exposed to the market risks in the course of our normal business activities. These market risks principally
involve the possibility of adverse consequences on our results of operations due to factors that generally beyond
our control. The most important types of risk the Company manages are credit risk, market risk and liquidity risk.
The following parameters pertain to various qualitative and quantitative factors that may affect the operations of
the Company:
i. There are no other known trends, demands, commitments, events or uncertainties that will have a material
impact on the Company’s liquidity.
iii. There are no 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 period.
iv. The Company’s financial performance depends on various risk factors outlined our 2021 Annual Report under
Major Risk Factors and Risk Management. The Company’s business may be affected by these risks.
Nonetheless, this Company takes steps to augment and manage these risks through various means as indicated
in our 2021 under Major Risk Factors and Risk Management.
v. There are no other significant elements of income or loss that did not arise from the Company’s continuing
operations.
vi. There are no seasonal aspects that may have a material effect on the financial condition or results of
operations.
For a detailed discussion, see Note 24.2 of our consolidated financial statements included in this Report.
The principal accountants and external auditors of the Company is the accounting firm of Isla Lipana & Co. The
accounting firm of Isla Lipana & Co. has been the Company’s Independent Public Accountants for the last four
(4) years. There was no event in the past four (4) years where Isla Lipana & Co. and the Company had any
disagreement with regard to any matter relating to accounting principles or practices, financial statement
disclosure or auditing scope or procedure.
Isla Lipana & Co.. was re-elected at the scheduled Annual Stockholders’ Meeting last May 28, 2021.
The Company has engaged Isla Lipana & Co., with Jan Michael Reyes as the engagement partner, for the audit of
the Company’s books in 2021. The Company has complied with SRC Rule 68, paragraph 3(b)(iv).
Representatives of Isla Lipana & Co. for the current year and for the most recently completed fiscal year are
expected to be present at the Annual Stockholders’ Meeting. They will have the opportunity to make a statement
if they desire to do so and are expected to be available to respond to appropriate questions.
The aggregate fees billed to the Company for each of the last two (2) fiscal years for professional services rendered
by the external auditor are as follows:
2021 2020
The Audit Committee is composed of Mr. Roman Felipe S. Reyes as Chairman, Mr. Jose de Jesus, Mr. Amando
M. Tetangco, Jr., Ms. Maria Grace Y. Uy and Mr. Saurabh N. Agarwal.
Our full year 2021 consolidated financial statements are filed in Exhibit 1 of this Report.
We have no disagreements with our independent auditors on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure.
Board of Directors
The following table sets forth our Board of Directors:
The Board is composed of experienced individuals with different and complementing knowledge, skills,
experiences, perspectives, and backgrounds. The following states the business experience of our incumbent
directors for the last five years:
Mr. Dennis Anthony H. Uy, aged 55, co-founded Converge with Ms. Maria Grace Y. Uy in 2007 and currently
serves as our CEO and Executive Director. Mr. Uy launched his first business while still in university. He founded
Comclark, the controlling shareholder of Converge, in Pampanga in 1997 and remains the CEO and President of
Comclark. Mr. Uy also serves on the boards of several companies in the technology, media, power, and real estate
sectors.
Mr. Uy holds a Bachelor of Science degree in Electrical Engineering from the Holy Angels University, Pampanga.
Ms. Maria Grace Y. Uy, aged 54, co-founded Converge with Mr. Dennis Anthony H. Uy in 2007 and currently
serves as our President, Chief Resources Officer and Executive Director. Prior to that, she served as the
Accounting Manager of IBM Philippines from 1990 to 1997 and Vice President for Finance in Savers Mall Group
of Companies from 1997 to 2000. Ms. Uy is currently the Chief Finance Officer of Angeles City Cable Television
Network and Comclark.
Ms. Uy graduated from De La Salle University in 1988 where she obtained her Bachelor of Science in
Accountancy. She placed 16th nationwide in the Certified Public Accountant Licensure Board Examination in
1989.
Mr. Jose Pamintuan de Jesus, aged 87, was appointed as Chairman and an Independent Non-Executive Director
in June 2020. Mr. de Jesus is a Director of several companies, including, Private Infra Development Corporation,
SMC SLEX, Inc., Petron Corporation, SMC Skyway Corporation and Alviera Country Club. He is also a
consultant of Clark Development Corporation and San Miguel Corporation. He served as Independent Chairman
of Converge and Metroworks ICT Construction Inc. and Vice Chairman of COMSTECH Integration Alliance,
Inc. from May 2014 to February 2019. Prior to joining Converge, he held senior positions in a number of
organizations, such as the Department of Public Works & Highways (Secretary), the Department of
Transportation and Communication (Secretary), Manila Electric Company (President & Chief Operating Officer),
Manila North Tollways Corporation (President & Chief Executive Officer), Philippine Long Distance Telephone
(Executive Vice President), Nationwide Development Corporation (President and CEO), First Philippine Balfour
Corporation (Director), Rockwell Corporation (Director), and the Philippine Electric Market Corporation
(Director).. He is also a member of the board of trustees in Kapampangan Development Foundation, Holy Angel
University, and Automobile Association of the Philippines.
Mr. Amando M. Tetangco, Jr., aged 69, was appointed as an Independent Non-Executive Director in June 2020.
Mr. Tetangco is concurrently an independent director in a number of entities including the Belle Corporation, SM
Prime Holdings, Inc., Pilipinas Shell Petroleum Corporation, Toyota Motors Philippines, St. Luke’s Medical
Center, CIBI Information, and The Manila Hotel. Mr. Tetangco was an Independent Director of the Philippine
Airlines between 2017 and 2019. He was the third Governor of the Bangko Sentral ng Pilipinas (BSP) and served
for two consecutive six-year terms from July 2005 to July 2017. He was concurrently the Chairman of the BSP
Monetary Board, the Financial Stability Coordination Council, the Anti-Money Laundering Council, and
Philippine International Convention Center; Vice-Chairman of the Agriculture Credit Policy Council; member of
the Capital Market Development Council, Export Development Council, PhilExport Board of Trustees, Philippine
Export-Import Credit Agency; and director of the Philippine Deposit Insurance Corporation, National
Development Council, and National Home Mortgage Finance Corporation. He was connected with the
Management Services Division of SGV before he joined the BSP.
Mr. Tetangco graduated from Ateneo de Manila University with an AB Economics degree (cum laude), where he
also took his Master in Business Administration. He obtained his MA in in Public Policy and Administration
(Development Economics) in 1978 at the University of Wisconsin-Madison, in Wisconsin, USA.
Mr. Roman Felipe S. Reyes, aged 70, was appointed as an Independent Non-Executive Director in June 2020. Mr.
Reyes is the Founding Partner & Chairman of Reyes Tacandong & Co. Prior to founding Reyes Tacandong & Co.,
he was with Sycip Gorres Velayo & Co, the Philippine practice of Ernst & Young Global Limited (“E&Y
Philippines”), for 35 years, 25 of which as the Senior Partner of the firm. He was also Vice Chairman for Client
Services and Accounts, Head of the Japan Business Services, Head of E&Y Philippines’ highest revenue
generating business unit, and member of the Management and Operations Committees of E&Y Philippines. He
served as a Director of the Bank of Commerce, and the National Reinsurance Corporation of the Philippines, and
Pakistan International Container Terminal Ltd., and Premium Leisure Corporation. He likewise served as a
Trustee of the Government Service Insurance System. Mr. Reyes is currently a member of the board of directors
of the Philippine Geothermal Production Company, RPN 9, Pasudeco, All-Asian Countertrade, Rockwell Club,
and a member of the board of trustees in San Beda University, Manila, San Beda College Alabang, and the San
Beda College Alumni Association Foundation. He is currently the Chairman of the Board of the Nicanor Reyes
Memorial Foundation.
Mr. Reyes is a Certified Public Accountant. He graduated from San Beda College in 1972, where he obtained his
Bachelor’s degree in Commerce, major in Accounting. He received his Master’s degree in Business
Administration, concentration in Finance from the University of Detroit, Michigan, USA in 1975.
Mr. Francisco Ed. Lim, aged 67, was elected was Non-Executive Director in May 2021. Atty. Lim is a Senior
Legal Counsel of the Angara Abello Concepcion Regala & Cruz Law Offices. Atty. Lim served as President and
Chief Executive Officer of the Philippine Stock Exchange (PSE) from 2004 to 2010. During his time in the PSE,
he also held key positions in various institutions such as the Securities Clearing Corporation of the Philippines,
Capital Market Development Center, Inc., Philippine Stock Exchange Foundation, Inc., Philippine Dealing and
Exchange Corporation, Philippine Dealing System Holdings, Inc., Capital Market Development Council, and
Securities Investors Protection Fund. He is currently a director/trustee of a number of private and public
corporations, such as AirAsia Aviation Group Limited (Malaysia), Alphaland Corporation, First Philippine
Holdings Corporation, The Insular Life Assurance Company, Ltd. and Union Bank of the Philippines. He also
served as President of the Financial Executives Institute of the Philippines (FINEX), Management Association of
the Philippines and Shareholders’ Association of the Philippines (SharePHIL) and serves as trustee of the CIBI
Foundation, Judicial Reform Initiative, Inc., and FINEX Foundation where he is the incumbent Chairman. He is
also a law professor of the Ateneo Law School and the San Beda College Graduate School of Law. He is the
Atty. Lim graduated from University of Sto. Tomas, Manila, Philippines in 1975, where he obtained a Bachelor of
Philosophy (Magna Cum Laude) and a Bachelor of Arts (Cum Laude). He received a Bachelor of Laws (Second
Honors) from the Ateneo de Manila University, Quezon City, Philippines in 1981. He received his Master of Laws
from the University of Pennsylvania, USA in 1987. He is currently a member of the Philippine Bar and the New
York State Bar.
Mr. Saurabh Narayan Agarwal, aged 41, was appointed as a Non-Executive Director on August 23, 2019. Mr.
Agarwal joined Warburg Pincus in 2009 and is based in Singapore, where he relocated from New York in 2016 to
focus on the firm’s investment activities in Asia. Prior to joining Warburg Pincus, Mr. Agarwal worked at
McKinsey & Company in New Jersey and New Delhi, and Temasek Holdings in Mumbai. Aside from Converge,
Mr. Agarwal is currently a Director of Advance Intelligence Group, Circles.Life, MoMo Pay and Techcombank
(HOSE:TCB), and previously served on the boards of several companies, including AAG Energy (HKG:2686),
Competitive Power Ventures, Mosaic Inc., RimRock, RSEG Inc. and Trident.
Mr. Agarwal holds a B. Tech. in Electrical Engineering and an M.S. in Microelectronics from IIT Bombay, and an
M.B.A. from Harvard Business School.
Major Subsidiary
President and Chief Operations Filipino
Miles Tonn C. Chua Officer, Metroworks
Consultant/ Adviser
Matthias Vukovich* Chief Financial Office Adviser Austrian
* Mr. Matthias Vukovich is employed by Converge ICT Solutions (Global) Limited (Hong Kong) and assists our Company as consultant
and adviser.
The following states the business experience of our Senior Management and Senior Adviser for the last five years:
Mr. Jesus C. Romero, aged 58, was appointed as Chief Operating Officer in February 2016. He oversees and
manages our day-to-day operations, covering revenue generation, customer experience, product development, and
organic growth initiatives through partnerships. Prior to joining Converge, Mr. Romero held senior leadership
positions spanning all aspects of operation from Globe Telecom, DTSI Group, ComStream Corporation and
Mr. Romero received a Bachelor's degree in Electronics and Communications Engineering (“B.S.E.E.”) from the
De La Salle University in Manila, the Philippines in 1984.
Mr. Miles Tonn Chua, aged 53, was appointed President and Chief Operating Officer of our subsidiary,
MetroWorks in January 2020 and in June 2018, respectively. Prior to joining Metroworks, Mr. Chua held various
executive positions on fields related to network development and transformation in Islacom, Globe Telecom, SUN
Cellular, PT Smartfren (Indonesia) and Huawei Philippines. He has 28 years in industry experience to date.
Mr. Chua graduated Bachelor of Science in Electronics & Communications Engineering (B.S.E.C.E.) from the
University of San Carlos, Cebu City.
Mr. Benjamin Rex Emilio Azada, aged 48, was appointed as Chief Strategy Officer in 2020. Prior to joining
Converge, Mr. Azada was a Partner with PwC’s Southeast Asia Consulting practice, with P&L responsibility for
operations in the Philippines. His clients included top enterprises in the telecommunications, media, technology
and financial services sectors. He spent over a decade of his career with PwC Hong Kong, where he helped clients
in Hong Kong and China transform their operations, comply with new regulations, and enter new markets. He has
24 years of industry experience to date.
Mr. Azada holds a Bachelor of Science degree in Industrial Engineering from the University of the Philippines
Diliman, and a post-graduate diploma in Business Administration (with Merit) from the University of Durham,
United Kingdom.
Mr. Ronald G. Brusola, aged 58, was appointed as Chief Technology Officer in 2014. Prior to joining Converge,
Mr. Brusola served as R&D and RF Applications Engineer in Signal Consolidated Corp. and as Facilities
Engineer, Administrator for Transmission and Customer and Engineering and Telephone Sales Area Manager in
Philippine Global Communications, Inc. He then moved to Bayantel and occupied various positions, as Network
Planning Manager then Senior Manager for LEC Transmission and Director for Leased Lines. He later moved to
Globe Telecom as Director for Data and Transmission Network Engineering and joined Comclark as Consultant
for Strategy and Control in 2010. He has 31 years of industry experience to date.
Mr. Brusola graduated from Polytechnic University of the Philippines with a degree in Bachelor of Arts in
Electronics and Communication Engineering.
Mr. Alberto L. Santos, aged 52, was appointed the Chief Customer Experience Officer in December 2020. Mr.
Santos has over 20 years of experience and success in leading and driving operational growth, establishing and
growing start-up companies, maximizing business opportunities and ensuring compliance in achieving Service
Quality metrics for both financial service companies and Customer Service/Business Process organizations. Mr.
Santos has built a successful career in the Offshore and Outsourcing Industry. His talent and competency in
upholding a distinct brand of service delivery has enabled him to hold key leadership positions in Alorica,
Convergys, ePLDT, AIG Philippines, and Citibank.
Mr. Ulysses Naguit, aged 52, was appointed the Chief Information Officer in December 2020. Prior to joining
Converge, Mr. Naguit was part of Voyager Innovations where he provided technology leadership for value
creation and digital innovations to drive the market growth and service performance of PayMaya digital payments
ecosystem. He has a strong background in developing and deploying corporate information systems having
worked with various companies with local and foreign business operations for the past 20 years in the areas of
Mr. Naguit is a licensed Engineer and holds a Bachelor of Science degree in Electronics and Communications
Engineering from Mapua Institute of Technology, Executive Program from Asian Institute of Management and
Six Sigma from Motorola University.
Mr. Matthias Vukovich, aged 43, has served as Chief Financial Office Adviser since March 2020. Prior to joining
Converge ICT Solutions (Global) Limited (Hong Kong), he worked as CFO for Shenzhen based
telecommunication technology Company uCloudlink (Nasdaq: UCL). From 2007 to 2018 Mr. Vukovich worked
as Executive Director in Morgan Stanley’s Investment Banking division. During his 12 years at Morgan Stanley,
he worked in the Investment Banks’ Tokyo, London and Hong Kong Media & Communication coverage teams,
where he was involved in various M&A and financing transactions with a special focus on the
telecommunications infrastructure space. Before joining Morgan Stanley, Mr. Vukovich worked for the Japanese
wireless operator NTT DOCOMO for five years, where he gained experience in the corporate sales and in
international business development divisions. He has 20 years of industry experience to date.
Mr. Vukovich holds a M.A. in Business Administration from the Vienna University of Economics and a B.A. in
Japanese Studies from Vienna University.
To the best of our knowledge, in the last five years, none of the above-named directors or members of senior
management has been subject to the following:
(i) any bankruptcy petition filed by or against any business of which such person was a general
partner or executive officer either at the time of the bankruptcy or within two years prior to that
time;
(ii) any conviction by final judgment, including the nature of the offense, in a criminal proceeding,
domestic or foreign, or being subject to a pending criminal proceeding, domestic or foreign,
excluding traffic violations and other minor offenses;
(iii) any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court
ofcompetent jurisdiction, domestic or foreign, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his or her involvement in any type of business, securities,
commodities, or banking activities; or
(iv) found by a domestic or foreign court of competent jurisdiction (in a civil action), the Philippine
SEC or comparable foreign body, or a domestic or foreign exchange or other organized trading
market or self-regulatory organization, to have violated a securities or commodities law or
regulation.
i. Corporate Officers
The following table sets out details of other key corporate officers and members of management:
Ms. Christine Renee R. Blabagno, aged 50, was appointed as Treasurer in March 2021. Prior to joining
Converge, Ms. Blabagno was the Vice President for Consolidated Core Business Controllership of Globe Telecom
and most recently held the position as CFO of the Philippine Business for Social Progress, a corporate
membership non-profit organization. She also worked for 10 years with SGV’s audit team and has over 25 years
of experience to date.
Ms. Blabagno graduated from the Notre Dame University, Cotabato City with a degree of Bachelor of Science in
Commerce, Major in Accounting. She is a Certified Public Accountant, a Certified Management Accountant and a
Certified Enterprise Risk Manager. She completed her Master of Business Management Major in Finance at the
Asian Institute of Management.
Ms. Elvira C. Oquendo, aged 55, was appointed as Corporate Secretary in June 2020 and is our Legal Services
Director. She holds a double degree in Physics and Computer Engineering from the Ateneo de Manila University,
where she also later went on to receive her Juris Doctor degree. After graduation from law school in 1992, she
joined Carpio Villaraza & Cruz Law Office where she specialized in Litigation, Commercial and Banking Law,
Intellectual Property Law, Telecommunications Law and Labor Law. In 2001, she joined the government as
Solicitor III in the Office of the Solicitor General, and in 2002, she became the Chief of Staff/Head Executive
Assistant of the Office of the Ombudsman. Prior to joining Converge, Ms. Oquendo served as Legal Director and
Corporate Secretary of various corporations under the Cemex Philippines Group of Companies and was also a
Board member of the CEMEX Philippines Foundation. Ms. Oquendo also participated in the Management
Development Program of the Asian Institute of Management.
Ms. Laurice P. Esteban-Tuason, aged 40, has 14 years of corporate experience in the legal and compliance
space. She worked for reputable organizations where she gained her well rounded exposure in corporate, legal,
banking and financial institution compliance and anti-money laundering rules and regulations, litigation and
handling cases in money-laundering, commercial, contract, intellectual property, mining, labor and maritime laws.
She started her career in 2007 with highly reputable law firms as Junior Associate, then embarked in Government
service with the Bangko Sentral ng Pilipinas in 2011 as Legal Officer II. In 2016, Atty. Tuason joined ABS-CBN
Corporation and held leadership roles in legal and compliance with its various subsidiaries such as ABS-CBN E-
Money Plus Inc., ABS-CBN Global Ltd., and U-Pay Digital Technologies, Inc. Prior to joining Converge, Atty.
Tuason was the Compliance Officer–Director of ABS-CBN Corporation.
Ms. Tuason graduated from Ateneo de Manila University with a degree in BS Legal Management in 2002 and
completed her Juris Doctor degree in 2006. Ms. Tuason was admitted to the Philippine Bar the following year.
Mr. Anthony Vergel B. Velasco, aged 46, was appointed as Internal Audit Director in May 2021. He previously
served as the Vice-President and Group’s Chief Audit Executive of Megawide Construction Corporation from
2018 to 2020. He also worked as the Group Chief Audit Executive at 2GO Group, Inc for six years. A former IT
Audit Manager of Premiere Bank now Security Bank Savings as well as Senior Audit Systems Specialist of the
Philippine Health Insurance Corporation (PhilHealth). Mr. Velasco brings over 22 solid years of professional
experience as an Internal Auditor from different industries like Government, Banking, End-to-End Supply Chain,
Construction, Transportation, and Telecommunications. Thus, possess varied exposure and experience on audit –
financial, compliance, information system, and operations. Board of Trustee, lecturer, and an active member and
currently the Membership Committee Chair at the Institute of Internal Auditors-Philippines.
Mr. Owen Kieffer D. Ocampo, aged 31, was appointed as Investor Relations Officer in January 2021. He started
his career with J.P. Morgan & Chase before moving to KPMG in the Philippines where he was part of the Deal
Advisory Group for almost four years, specializing in transaction advisory and corporate finance. Immediately
prior to joining Converge, he was the Investor Relations Manager of Metro Pacific Investments Corporation for
more than three years.
Mr. Ocampo graduated from De La Salle University – Manila and holds a double degree in Applied Economics
and Commerce.
Significant Employees
We consider all our employees as significant contributors to our success. We work together as a team to
successfully meet our goals and objectives.
Family Relationships
Dennis Anthony H. Uy, CEO, Founder & Executive Director, is married to Maria Grace Y. Uy, President, Chief
Resources Officer, Founder & Executive Director.
The compensation for our executive officers for the years ended December 31, 2018, 2019, 2020, 2021, and 2022 are shown
below:
Compensation of Directors
Directors’ Arrangement:
Except for the executive directors and Mr. Saurabh N. Agarwal, who do not receive compensation as directors, the
following is the remuneration arrangement for the directors:
The directors do not participate in discussions and/or deliberations involving their own remuneration.
Pursuant to the provisions of the Revised Corporation Code on the annual compensation of the directors, the table
below indicates the gross compensation received by the following non-executive and independent directors for FY
2021. Executive Directors and Saurabh N. Agarwal do not receive compensation as directors.
The following table sets forth the record owners and, to the best knowledge of the Board of Directors and
Management of the Company, the beneficial owners of more than five percent of the Company’s outstanding
shares of Common Stock, the number of shares owned by, and percentage of shareholdings of, each of them, as at
February 28, 2022.
Percentage
Title of Number of of
Class Name of Record Owner Name of Beneficial Owner Citizenship Shared held Ownership
Common Comclark Network and Dennis Anthony H. Uy Filipino 4,515,776,677 60.00%
Shares Technology Corp. and Grace Y. Uy
The following table sets forth the beneficial ownership of individual directors and executive officers as of
February 28, 2022. The following are the shareholdings of our Board of Directors and Senior Management. Under
the Revised Corporation Code, each director is required to hold at least one share in his/her name in the books of
the corporation to qualify as a member of the board of directors:
Percentage of
Amount and Nature of Total Outstanding
Title of Class Name of Record Owner Position Citizenship Beneficial Ownership14 Shares
1 common share Nil
Common Jose P. de Jesus Chairman Filipino
Independent Director
4,797,417,274 common
Common Dennis Anthony H. Uy* CEO Filipino
shares (Indirect)* Nil
* President and 1 common share
Common Maria Grace Y. Uy Filipino
CRO Nominee Director Nil
1 common share Nil
Common INED Filipino
Amando M. Tetangco, Jr. Independent Director
1 common share Nil
Common INED Filipino
Roman Felipe S. Reyes Independent Director
1 common share Nil
Common Francisco Ed. Lim NED Filipino
Nominee Director
1 common share Nil
Common Saurabh Agarwal NED Indian
Nominee Director
Common Jesus C. Romero Chief Filipino 0
Operations
Officer
Christine Renee R. 0
Common Treasurer Filipino
Blabagno
* Dennis Anthony H. Uy and Maria Grace Y. Uy beneficially own 4,797,417,274 common shares of the Company through
Comclark Network and Technology Corp.
Options Outstanding
For further details, please refer to Note 12 of our Audited Financial Statements.
There are no persons holding more than 5.0% of a class of our shares under a voting trust or similar agreement.
Changes in Control
In the ordinary course of business, we enter into transactions with related parties and affiliates, principally
consisting of construction, lease and services arrangements. Our policy with respect to related party transactions is
to ensure that these transactions are entered on an arm’s length basis and entered into on terms comparable to
those available from or to unrelated third parties, as the case may be. We have established an Audit and Related
Parties Transactions Committee to comply with the Board and shareholder voting mechanisms provided under the
Philippine Corporation Code and the relevant regulations of the Philippine SEC for related party transactions.
The related party transactions we have entered into with the Founders or entities controlled by the Founders
include the following:
In the ordinary course of business, Converge engages Metroworks for the supply of materials and services related
to the construction its optical distribution network and terrestrial backbone from 2013 up until 2021. The
construction and management contract was entered into under arm’s length commercial terms.
We have lease agreements with our controlling shareholder, Comclark and certain affiliates, pursuant to which
Comclark and certain affiliates leased to us (and certain of our affiliates and our subsidiary) selected real estate
assets, including office premises and warehouse space (the “Lease Agreements”). These Lease Agreements were
entered into on arm’s length commercial terms and conditions.
In connection with Warburg Pincus’ investment, on August 14, 2019, we entered into a services agreement
pursuant to which Comclark and Converge agreed to, among other things, provide certain services, including the
4. Converge-PKN Agreement
We do not hold and do not intend to obtain a license for the provision of cable TV services, noting that under
Philippine law, cable TV companies must be 100% owned and controlled by Philippine Nationals.
We entered into a services agreement with Pacific Kabelnet Holding Co. Inc. (“PKN”), an entity 100% owned and
controlled by our Founders, who are Philippine Nationals, pursuant to which Converge and PKN agreed to
provide certain services to each other, including our respective affiliates, in connection with offering bundled and
value added services, back office shared services, facilities sharing and other business support services (the
“Converge-PKN Agreement”). The Converge-PKN Agreement was entered under arm’s length commercial terms.
In 2021, Converge entered into a service agreement with its subsidiary Metroworks, wherein Metroworks will
provide outside plant management services and operation and maintenance services of existing infrastructure.
Metroworks is fully owned by the Company’s subsidiary Pentagon Holding Co., Inc. The service agreement was
made in arms length commercial terms.
A summary of our transactions and outstanding balances with related parties as of and for the year ended
December 31, 2021. For more information, see Note 17 to our audited consolidated financial statements as of and
for the years ended December 31, 2019, 2020 and 2021 and Note 2.7 audited financial statements as of December
31, 2021.
Key management
393.1 71.0 243.7 114.9
compensation(5)
Notes:
1. Primarily in connection to activities undertaken pursuant to the Converge-PKN Agreement. See “– Related Party Transaction – 4. Converge-PKN
Agreement”
2. Primarily in connection to terrestrial backbone construction activities undertaken by FKC. See “– Related Party Transaction – 1. Terrestrial Backbone
Construction”
3. In connection to lease arrangements pursuant to the Real Estate Lease Agreements. See “– Related Party Transaction – 2. Real Estate Lease
Agreements”. Leases are capitalized in accordance with PFRS 16.
4. One-time, transaction-related dividends in connection to Warburg Pincus’ Investment in 2019, which balance has been fully paid as of the date of this
report.
5. Includes retirement benefits; pertains to a subset of Senior Management compensation
.
Transfer Pricing Regulations
Under Section 50 of the National Internal Revenue Code, in the case of two or more businesses owned or
controlled directly or indirectly by the same interests, the BIR Commissioner is authorized to distribute, apportion,
or allocate gross income or deductions between or among such businesses. On January 23, 2013, the BIR issued
Regulation No. 2-2013 on Transfer Pricing Regulations (the “Transfer Pricing Regulations”) which adheres to the
arm’s length methodologies set out under the Organization for Economic Cooperation and Development Transfer
Pricing Guidelines. The Transfer Pricing Regulations are applicable to cross-border and domestic transactions
between related parties and associated enterprises. The BIR Transfer Pricing Regulations defines related parties as
two or more enterprises where one enterprise participates directly or indirectly in the management, control, or
capital of the other; or if the same persons participate directly or indirectly in the management, control, or capital
of the enterprises. The arm’s length principle requires the transaction with a related party to be made under
comparable conditions and circumstances as a transaction with an independent party such that if two related
parties derive profits at levels above or below comparable market levels solely by reason of the special
relationship between them, the profits will be deemed as non-arm’s length. In such a case, the BIR can make the
necessary adjustments to the taxable profits of the related parties so as to reflect the true value that would
otherwise be derived on an arm’s length basis. See “Risk Factors—Risks Relating to Our Business—Our
contractual arrangements with Comclark and its affiliates expose us to transfer pricing risk and we are party to a
number of related party transactions”.
In compliance with pertinent regulations, the Integrated Annual Corporate Governance Report (“iACGR”) will
replace the Corporate Governance section of this Report, the previous SEC Form ACGR and PSE’s CGR-1, and
shall be submitted by the Company to pertinent regulatory agencies on or before May 30 of every year. The
iACGR will be available in the Company website upon completion and submission to the regulatory agencies.
On October 8, 2021, the Board amended the Manual on Corporate Governance (“Manual”), to cover compliance
of requirements under SEC Memorandum Circular No. 19, Series of 2016, which institutionalizes the principles of
good corporate governance in the entire organization. We believe that it is a necessary component of sound
strategic business management, hence, we undertake efforts to create awareness within the organization.
The Manual provides that it is the Board that has the primary responsibility for the governance of the corporation.
In addition to setting the policies for the accomplishment of corporate objectives, it has the duty to provide an
independent check on the Management. The Board is mandated to hold its regular and special meetings in person
or through teleconferencing.
In adopting the Manual and its revisions, we understand the responsibilities of the Board and its members, in
governing the conduct of our business, the Board Committees, in focusing on specific board functions to aid in the
optimal performance of its roles and responsibilities, and the officers, in ensuring adherence to corporate
principles and best practices. The Manual establishes, among others, the composition of the board committees,
and principles on adequate and timely information, accountability and audit, stockholders’ rights and protection of
minority stockholders’ interests, communication process, training, disclosures, self-assessment, and sustainability.
An evaluation process of compliance with Manual has likewise been established.
The Company’s Amended Manual on Corporate Governance and other governance documents may be found here:
https://corporate.convergeict.com/corporate-governance/.
Independent Directors
In compliance with Section 22 of Republic Act No. 11232 or the Revised Corporation Code, which requires,
among others, that the board of corporations vested with public interest shall have independent directors
constituting at least twenty percent (20%) of such board, the Company’s Board of Directors includes 3
independent directors (representing almost 43% of total board representation), all of whom have the necessary
qualifications and without any disqualifications. The Board is composed of experienced individuals with different
and complementing skills, experiences, perspectives, and backgrounds.
The Independent Directors, Mr. de Jesus, Mr. Tetangco, and Mr. Reyes are independent of management and free
from any business or other relationship, which could, or could reasonably be perceived to, materially interfere
with their exercise of independent judgment in carrying out their responsibilities as directors of the Company.
Specifically, Mr. de Jesus, Mr. Tetangco, and Mr. Reyes: (i) are not directors or officers or substantial
stockholders of the Company or its related companies or any of its substantial shareholders (other than as
independent directors of any of the foregoing); (ii) are not relatives of any director, officer or substantial
shareholder of the Company, or any of its related companies or any of its substantial shareholders; (iii) are not
acting as nominees or representatives of a substantial shareholder of the Company, or any of its related companies
or any of its substantial shareholders; (iv) have not been employed in any executive capacity by the Company, or
any of its related companies or by any of its substantial shareholders within the last two (2) years; (v) are not
retained as professional advisers by the Company or with any of its related companies or with any of its substantial
The Board is composed of experienced individuals with different and complementing skills, experiences,
perspectives, and backgrounds. Said directors were elected in the Annual Stockholders’ Meeting (ASM) on May
28, 2020. Results of the said ASM were published and disclosed on the same day via a submission to the SEC and
PSE.
Board Committees
The Board has established board committees that focus on specific board functions to aid in the optimal
performance of its roles and responsibilities:
Each committee is governed by its own charter to govern each Committee’s roles and responsibilities.
The respective committees conducted the required number of meetings under the Code of Corporate Governance:
Pursuant to the Code of Corporate Governance, the directors attended at least four (4) hours of training for FY
2021. The new directors completed eight (8) hours of training.
In accordance with the Code of Corporate Governance, non-executive directors concurrently serve in a maximum
of five publicly listed companies to ensure that they have sufficient time to fully prepare for minutes, challenge
Management’s proposals/views, and oversee the long-term strategy of the Company.
None of the executive directors serve as directors in any other publicly listed company.
The following non-executive directors of the Board are also directors of the publicly listed companies below:
Board Assessment
The Company’s Manual on Corporate Governance provides that the Board shall conduct an annual self-
assessment of its performance, including the performance of the Chairperson, Board members, committees,
and key control officers. Every three (3) years, an external facilitator shall support the assessment. The
guidelines in conducting the annual performance assessments include, a) composition and structure, b) role and
governance function, c) dynamics and functioning which include effective behavior, fair dealing, and
knowledge and competence, and d) conduct of meetings, among others.
For FY2021, the Board and its directors assessed the performance of the board, its directors, its committees,
and its key officers: the Chief Executive Officer, Chief Risk Officer, Corporate Compliance Officer, and
Internal Audit Director. The Corporate Compliance Officer provided the directors with the assessment forms
and the results were discussed with the board’s Corporate Governance Committee and the Board of Directors.
In 2021, the Board of Directors adopted its nomination and election policy to ensure transparency of the
nomination process to the board. The policy likewise ensures that there is an alignment between the qualification
of the nominees with the strategic direction of the Company.
In 2021, the Board of Directors adopted the Board Diversity Policy. The Company recognizes the importance of
adhering with globally competitive governance frameworks. This includes being at the forefront of implementing
a fair and diverse culture, particularly, in selecting the members of its Board. The Company eliminates barriers of
age, gender, race, and of nationality, with the clear intention of uniting highly skilled and capable individuals to
lead. The conglomeration of diverse directors promotes and empowers appropriate representation. Women are
given equal opportunity and footing without any sense of discrimination or belittlement. The same principle
likewise applies to those of different race, nationality, and gender. The Company realizes that encompassing
diversity will yield better sustainability and a stable corporate governance framework. Metrics on the
achievements on board diversity will be reported to the Board annually.
In 2021, the Board of Directors also adopted the Related Party Transactions Policy pursuant to SEC Memorandum
Circular No. 10, Series of 2019. This Related Party Transactions Policy aims to ensure the integrity and
transparency of all Related Party Transactions of the Company, its subsidiaries, affiliates, and related parties.
Related Party Transactions shall be reviewed, approved, ratified, and disclosed as required under relevant laws,
rules, and regulations.
In 2021, the Board likewise adopted and approved a Retirement Plan which is aligned with the market in order to
attract and retain the best talents in a long-term perspective.
In 2021, the Board approved the Company’s Performance Incentive Framework (PIF) which specifically identifies
the relationship between remuneration and performance. The Company recognizes the significance of linking
performance and pay and in order to create and foster a “Pay for Performance” culture across the organization.
Hence, it strives to create a rewards system that is directly proportional to the performance contribution and
achievement levels. This PIF is created to drive the Company’s goal to improve performance and retention with a
competitive annual incentive strategy that is based on clear performance metrics in order to motivate and reward
to achieve high levels of performance on an annual basis.
Whistleblower Mechanisms, Conflict of Interest Policy, and Anti-Bribery and Anti-Corruption Policy
The Board establishes policies, programs and procedures that encourage employees to actively participate in the
realization of the company’s goals and in its governance. The Company is committed to ensuring that the
principles of integrity, fair dealing, and honesty are incorporated in all its policies and processes. Thus, in 2021,
the Company strengthened its resolve to fight bribery and corruption, deal with conflicts of interest, and
empowered all its stakeholders to speak up and report any instance of wrongdoing.
The Company’s policies and corporate governance initiatives can be found here:
https://corporate.convergeict.com/corporate-governance/
To know more about the Company’s Whistleblowing Platform, you may access this link:
https://corporate.convergeict.com/whistleblowing-platform/
Internal Audit
The Internal Audit function was formally established in February 2021 and follows the purpose, authority, and
responsibility defined in the Internal Audit Charter. The Charter determines the internal audit activity’s position
within the organization, including the head of internal audit’s reporting lines, access to records, people and
property, and the scope of its activities. The Charter is periodically reviewed and presented to the Board of
Director for approval if there are changes in scope of work.
The direct functional reporting line to Audit Committee ensures that the Internal Audit is free to work
independently and objectively and has the necessary access to resources and information to fulfil its mandate
including providing independent assurance and consulting activities designed to add value to improve the
company’s operations. Guided by the Institute of Internal Auditors (IIA), the function follows a global standard
for planning and performing the audit function and ensure that auditors have adequate skillset to perform its
responsibilities. Internal Audit maintain integrity by strictly complying to the IIA Code of Ethics set by our
profession and affiliations. In adhering to the IIA standard, Internal Audit establish its credibility and value as
audit professionals to gain trust from our stakeholders through our issued audit reports and recommendations.
The Audit & RPT Committee represents and assists the Board of Directors of Converge Information and
Communications Technology Solutions, Inc. (the “CICT”) in fulfilling its oversight responsibilities by reviewing
the following:
• Reasonableness of the Company’s financial statements, efficiency of the financial reporting process, and
soundness of internal control environment and risk management systems;
• Objectivity, independence, and effectiveness of internal audit function and processes;
• Qualifications, independence, objectivity, and fees of the Company’s external auditors with regard to the
annual review of the Company’s financial statements;
• Compliance of the Company with legal and regulatory requirements with respect to financial reporting;
and
• Disclosure and reporting to the Board for approval any material related party transactions including
significant changes in related party relationships in accordance with the Company’s RPT policy.
The roles and responsibilities of the Audit & RPT Committee are embodied in the Audit & RPT Charter to
conform to Securities and Exchange Commission Memorandum Circular No. 4 Series of 2012. In compliance
with the said Charter, the Audit & RPT Committee confirms that:
• Majority of the Audit & RPT Committee members are independent directors, including the Chairman.
• Quarterly meetings were held and attended by the Chairman and members of the Audit & RPT
Committee.
• Special meeting was held and attended by the external auditor and internal audit director, compliance
officer, and risk officer without anyone from management present.
• The Audit & RPT Committee reviewed and approved the internal audit scope, manpower resources, and
competencies necessary to carry out the risk-based audit plan.
• The Audit & RPT Committee reviewed the reports of the internal audit and discussed necessary
corrective actions with management.
• The Audit & RPT Committee reviewed the Company’s internal control environment, through the
External Auditor’s Management Letter and Internal Audit’s reports on the completed audit projects and
found it adequate.
• The Audit & RPT Committee reviewed the audited consolidated annual financial statements of the
Company and its Subsidiaries and discussed it with management and external auditors taking into
consideration that:
➢ Management is responsible for the Company’s financial statements and the related statements of
financial condition and results of operations, and
➢ PwC, the external auditor, is responsible for expressing an opinion on the conformity of the
Company’s audited financial statements with the Philippine Financial Reporting Standards.
• All relevant RPTs were reviewed and reported by the Audit & RPT Committee to the Board for approval.
All RPTs were done at arms’-length and in accordance with the RPT policy.
Based on the result of review and evaluation, the Audit & RPT Committee :
• Finds that the internal controls and risk management systems of the Company remain adequate; and
• Affirms that the audited financial statements are true and fairly present the performance of the Company.
Based on the foregoing and the related discussions undertaken, and subject to the limitations of our roles and
responsibilities, the Audit & RPT Committee present this report to the Board of Directors.
Exhibits
The Company files various reports on SEC Form 17-C for various company disclosures. For the last 6 months of
2021, the Company filed various forms via 17-C:
Date Title
Press Release entitled "Converge adds 1.3Tbps international capacity for a fully
December 29, 2021 redundant subsea cable network"
Clarification of News Report - In reply to the correspondence of the Philippine
December 29, 2021 Stock Exchange (the “Exchange”) dated December 29, 2021
Press Release entitled "Converge secures top notch PRS Aaa rating for maiden bond
December 20, 2021 offering"
Clarification of News Report - In reply to the correspondence of the Philippine
December 17, 2021 Stock Exchange (the “Exchange”) dated December 17, 2021
Materials Information / Transactions - 3Q2021 Results Briefing Presentation
December 16, 2021 Material
Material Information / Transactions - 3Q2021 Results Briefing Presentation
November 12, 2021 Material
Press Release entitled "Converge continues to deliver industry leading results in
9M2021, with 76.4% Y.O.Y revenue growth, record profitability with P10.4Bn
EBITDA (55.1% EBITDA margin) and P5.2Bn net income (27.6% net income
November 11, 2021 margin)"
Press Release entitled "Converge turbocharges FiberX Plans for unmatched and
November 9, 2021 affordable solutions"
Press Release entitled "Converge completes P6-billion domestic submarine cable
October 29, 2021 project to connect Visayas, Mindanao to its national fiber backbone"
Press Release entitled "Converge taps First Gen clean energy for Manila
October 19, 2021 headquarters"
October 13, 2021 Notive of Analysts/Investor Briefing
Press Release entitled "Converge joins FTSE ASEAN Stars Index as weights across
October 6, 2021 all FTSE indices increased."
Press Release entitled "Converge stocks to be traded OTC in US financial markets
September 20, 2021 via unsponsored ADRs"
Clarification of News Report - In reply to the correspondence of the Philippine
September 17, 2021 Stock Exchange (the “Exchange”) dated September 17, 2021
September 7, 2021 Press Release entitled "Converge set to join FTSE Global Equity Index"
Press Release entitled "CONVERGE INKS LOAN PACKAGE WITH
September 3, 2021 LANDBANK"
August 12, 2021 Material Information / Transactions - 2Q2021 Results Briefing Presentation
Pursuant to the requirements of Section 17 of the Code and Section 141 of the Corporation Code, this report is
signed on behalf of the issuer by the undersigned, thereunto duly authorized, in the City of
________________________on__________, 20__.
By:
____________________________ ___________________________
Dennis Anthony H. Uy Christine Renee R. Blabagno
Chief Executive Officer Treasurer
____________________________ ____________________________
Maria Grace Y. Uy Elvira C. Oquendo
President Corporate Secretary
SUBSCRIBED AND SWORN to before me this _____ day of _________ 20__ affiant(s) exhibiting to me
his/their Residence Certificates, as follows:
______________________
Notary Public
ASSETS
Current assets
Cash and cash equivalents 2 8,083,906,349 12,957,408,688
Trade and other receivables, net 3 3,032,769,151 2,172,669,790
Due from related parties, net, current portion 19 1,183,275,618 1,408,259,424
Network materials and supplies, net 4 3,484,885,991 2,031,358,171
Deferred contract costs, current portion 14 1,866,849,146 1,109,716,644
Other current assets 5 3,388,584,319 1,591,424,876
Total current assets 21,040,270,574 21,270,837,593
Non-current assets
Property, plant and equipment, net 6 48,340,951,349 28,127,033,243
Right-of-use assets, net 20 3,446,201,150 1,859,298,827
Intangible assets, net 7 1,968,644,352 1,154,646,550
Due from related parties, net of current portion 19 160,317,198 163,422,374
Advances to fixed assets suppliers 5 4,317,379,907 2,507,879,161
Deferred contract costs, net of current portion 14 673,543,634 543,161,211
Deferred input value-added tax, net of current portion 5 400,111,566 138,911,552
Deferred income tax assets, net 18 997,642,914 788,364,030
Financial asset at fair value through profit or loss (FVTPL) 24.1 57,177,481 71,904,900
Investment in joint ventures 8 402,050,965 -
Other non-current assets 5 59,706,619 86,623,893
Total non-current assets 60,823,727,135 35,441,245,741
Total assets 81,863,997,709 56,712,083,334
Current liabilities
Trade and other current liabilities 9 18,598,375,374 12,342,563,333
Due to related parties 19 555,312,534 217,976,119
Subscribers’ deposits, current portion 14 2,141,578,673 910,216,574
Deferred revenue, current portion 14 1,041,948,093 463,619,256
Loans payable, current portion 10 2,999,210,061 731,214,286
Lease liabilities, current portion 20 544,559,322 325,737,209
Income tax payable 1,002,612,908 393,924,516
Total current liabilities 26,883,596,965 15,385,251,293
Non-current liabilities
Deferred revenue, net of current portion 14 313,018,102 205,105,237
Loans payable, net of current portion 10 16,847,022,739 10,582,607,143
Lease liabilities, net of current portion 20 2,396,174,377 1,507,853,434
Retirement benefit obligation 11 121,650,104 123,146,658
Subscribers’ deposits, net of current portion 14 191,576,422 1,132,965,276
Total non-current liabilities 19,869,441,744 13,551,677,748
Total liabilities 46,753,038,709 28,936,929,041
Equity
Attributable to owners of the Parent Company
Share capital 13 1,881,573,615 1,881,573,615
Additional paid-in capital 13 18,746,088,245 18,746,088,245
Retained earnings 13 14,297,177,227 7,139,049,614
Share-based compensation reserve 12 141,843,597 -
Reserve for remeasurements of retirement benefit obligation, net of tax 11 43,963,816 8,130,319
35,110,646,500 27,774,841,793
Non-controlling interest 1.6 312,500 312,500
Total equity 35,110,959,000 27,775,154,293
Total liabilities and equity 81,863,997,709 56,712,083,334
(The notes on pages 1 to 79 are integral part of these consolidated financial statements)
Converge Information and Communications Technology Solutions, Inc. and Subsidiaries
Provision for impairment of trade and other receivables 3 (1,005,100,394) (720,474,218) (529,944,733)
Unrealized fair value loss on financial asset at FVTPL 24.1 (19,614,667) (26,489,855) -
(The notes on pages 1 to 79 are integral part of these consolidated financial statements)
Converge Information and Communications Technology Solutions, Inc. and Subsidiaries
Reserve for
remeasurements
Share capital (Note 13) of retirement Other
Convertible Additional benefit obligation, equity
Common preferred paid-in capital Retained earnings (Note 13) net of tax reserves Non-controlling
shares shares (Note 13) Appropriated Unappropriated (Note 11) (Note 13) interest Total
Balances at January 1, 2019 1,250,000,000 - - 2,200,000,000 1,028,202,624 10,073,081 83,000,000 37,231,540 4,608,507,245
Transactions with owners
Direct investment in a subsidiary (Note 1.6) - - - - - - (83,000,000) - (83,000,000)
Disposal of subsidiaries (Note 1.7) - - - - (213,795,663) - - 18,367,305 (195,428,358)
Issuance of shares (Note 13) - 306,818,180 6,541,191,820 - - - - - 6,848,010,000
Declaration of dividends (Note 13) - - - - (960,210,453) - - - (960,210,453)
Total transactions with owners for the year - 306,818,180 6,541,191,820 - (1,174,006,116) - (83,000,000) 18,367,305 5,609,371,189
Comprehensive income
Profit for the year - - - - 1,960,019,346 - - (55,286,345) 1,904,733,001
Other comprehensive income for the year - - - - - 45,167,798 - - 45,167,798
Total comprehensive income for the year - - - - 1,960,019,346 45,167,798 - (55,286,345) 1,949,900,799
Balances at December 31, 2019 1,250,000,000 306,818,180 6,541,191,820 2,200,000,000 1,814,215,854 55,240,879 - 312,500 12,167,779,233
Transactions with owners
Issuance of shares (Note 13) 120,209,985 204,545,450 12,204,896,425 - - - - - 12,529,651,860
Conversion of preferred shares (Note 13) 511,363,630 (511,363,630) - - - - - - -
Declaration of dividends by Pentagon (Note 13) - - - - (262,994,740) - - - (262,994,740)
Total transactions with owners for the year 631,573,615 (306,818,180) 12,204,896,425 - (262,994,740) - - - 12,266,657,120
Comprehensive income
Profit for the year - - - - 3,387,828,500 - - - 3,387,828,500
Other comprehensive loss for the year - - - - - (47,110,560) - - (47,110,560)
Total comprehensive income for the year - - - - 3,387,828,500 (47,110,560) - - 3,340,717,940
Release of appropriation of retained
earnings (Note 13) - - - (2,200,000,000) 2,200,000,000 - - - -
Balances at December 31, 2020 1,881,573,615 - 18,746,088,245 - 7,139,049,614 8,130,319 - 312,500 27,775,154,293
(The notes on pages 1 to 79 are integral part of these consolidated financial statements)
Converge Information and Communications Technology Solutions, Inc. and Subsidiaries
Reserve for
remeasurements of
retirement benefit Share-based
Additional obligation, compensation
Share capital paid-in capital Retained earnings (Note 13) net of tax reserve Non-controlling
(Note 13) (Note 13) Appropriated Unappropriated (Note 11) (Note 12) interest Total
Balances at January 1, 2021 1,881,573,615 18,746,088,245 - 7,139,049,614 8,130,319 - 312,500 27,775,154,293
Comprehensive income
Profit for the year - - - 7,158,127,613 - - - 7,158,127,613
Other comprehensive income for the year - - - - 35,833,497 - - 35,833,497
Total comprehensive income for the year - - - 7,158,127,613 35,833,497 - - 7,193,961,110
Share-based compensation (Note 12) - - - - - 141,843,597 - 141,843,597
Balances at December 31, 2021 1,881,573,615 18,746,088,245 - 14,297,177,227 43,963,816 141,843,597 312,500 35,110,959,000
(The notes on pages 1 to 79 are integral part of these consolidated financial statements)
Converge Information and Communications Technology Solutions, Inc. and Subsidiaries
(The notes on pages 1 to 79 are integral part of these consolidated financial statements)
Converge Information and Communications Technology Solutions, Inc. and Subsidiaries
Converge Information and Communications Technology Solutions, Inc. (the “Parent Company”) is a
domestic corporation registered with the Securities and Exchange Commissions (SEC) on October 17, 2007
to construct, install, maintain and operate in the Philippines information and communications system, ICT
network and associated equipment and facilities for the purpose of supplying at competitive and
reasonable cost and without discrimination information and communications services within the
Philippines to government agencies including all its instrumentalities, to corporations and consumers and
all other entities and utilities that might use such information and communications services. The Parent
Company is a grantee of a congressional franchise (under Republic Act No. 9707) to construct, install,
establish, operate and maintain telecommunications systems throughout the Philippines and between the
Philippines and other countries and territories. The term of the franchise is twenty-five (25) years effective
until August 2034.
On September 24, 2020 and September 30, 2020, the Philippine SEC and Philippine Stock Exchange
(PSE), respectively, approved the Parent Company’s application for its initial public offering. The Parent
Company attained its status as “public company” on October 26, 2020 when it listed its shares in the main
board of the PSE. As a public company, it is covered by the Securities Regulation Code (SRC) Rule 68.
As at December 31, 2021, there has been no follow-on offering after the initial public offering.
Subsequent to the listing, the Parent Company eventually became 63.74% owned by Comclark Network
and Technology Corp. (Comclark), a company organized and existing under the laws of the Philippines.
Its ultimate parent company is Pentastar Holding Co. Inc. (Pentastar), a company organized and existing
under the laws of the Philippines to, among others, purchase or otherwise acquire and own, hold, use,
manage, sell, assign, transfer, mortgage, pledge, exchange, or otherwise dispose of real and personal
property of every kind and description, without however engaging as an investment company under the
Investment Company Act or a finance company or as a dealer in securities or stocks or as real estate
broker or a real estate development company but only holds the foregoing assets for purely investment
purposes. Pentastar’s ultimate beneficial owners are Maria Grace Y. Uy and Dennis Anthony H. Uy.
The total shares outstanding of the Parent Company are held by the following shareholders as at
December 31:
2021 2020
Comclark Network and Technology Corp. 63.74% 63.74%
Coherent Cloud Investments B.V. 10.25% 15.83%
Publicly held 26.01% 20.43%
100.00% 100.00%
Refer to Note 13 for details of changes in shares outstanding as at December 31, 2021 and 2020.
Amendments to the Articles of Incorporation
On June 10, 2020, the Parent Company’s Board of Directors (BOD) and stockholders approved, among
others, the following amendments to the Articles of Incorporation:
a. The purpose for which the Parent Company is formed includes, in relation to the existing primary
purpose, to act as guarantor and/or surety for the obligation, indebtedness, assumption of obligation
or recognizance of another party in which the Parent Company has an interest in;
b. The Parent Company shall have perpetual existence consistent with Section 11 of the Revised
Corporation Code of the Philippines (Republic Act No. 11232);
c. The authorized capital stock of the Parent Company is P5,000,000,000, divided into:
(i) 16,900,000,000 common shares with a par value of P0.25 per share; (ii) 3,060,000,000 preferred
shares with a par value of P0.25 per share; and (iii) 4,000,000,000 preferred B shares with a par
value of P0.0025 per share;
d. The preferred shares and preferred B shares of each and any series may or may not be convertible,
and may or may not be redeemable, as well as may or may not be entitled to any other participation
or share in the retained earnings after dividend payments shall have been made on the preferred
shares and preferred B shares; and
e. The stockholders of the Parent Company shall have no pre-emptive right to subscribe to any issue or
disposition of shares of any class of the Corporation.
The amended Articles of Incorporation was approved by the SEC on September 28, 2020.
As at March 15, 2022 the Parent Company is in the process of completing and finalizing all statutory
requirements in connection with the planned listing and offering of Fixed Rate Bonds due 2027 in the
aggregate principal amount of P5 Billion with an Oversubscription Option of up to 5 Billion First Tranche
Offer under the P20 Billion Debt Securities Program of the Parent Company to be listed and traded on the
Philippine Dealing & Exchange Corp.
The Parent Company’s registered office address, which is also its principal place of business, is located at
New Street Bldg., Mc Arthur Highway, Balibago, Angeles City, Pampanga. The Parent Company has 2,799
employees as at December 31, 2021 (2020 - 2,205).
The Group consistently implemented health and safety protocols within its operations to prevent the
spread of the virus.
Management has assessed that the pandemic did not have a significant impact to the Group’s financial
position and results as at and for the year ended December 31, 2021 and that the carrying amounts of assets
are recoverable at reporting date.
While the alert level restrictions continue to lighten up, management continues to monitor the business
developments and update the assessments made. Any medium to long-term impact of the pandemic on the
Group’s operational and financial performance will vary depending on the duration and severity of the
forward-looking economic and operational impacts of COVID-19 as well as the effectiveness of mass
vaccination and other public health efforts to mitigate the impact of the pandemic.
1.3 Segment reporting
Operating segments, and the amounts of each segment item reported in the consolidated financial
statements, are identified from the financial information provided regularly to the Group’s most senior
executive management for the purposes of allocating resources to, and assessing the performance of, the
Group’s various lines of business.
Individually material operating segments are not aggregated for financial reporting purposes unless the
segments have similar economic characteristics and are similar in respect of the nature of services and the
type or class of customers. Operating segments which are not individually material may be aggregated if
they share a majority of these criteria.
The Group’s management assesses the performance and allocates the resources of the Group as a whole, as
all of the Group’s activities are considered to be primarily the operation of telecommunications systems
throughout the Philippines. Therefore, management considers there is only one operating segment under
the requirements of PFRS 8, Operating Segments. In this regard, no segment information is presented.
No geographic information is shown as the revenue and profit from operations of the Group are presently
solely derived from its activities in the Philippines.
The consolidated financial statements of the Group as at December 31, 2021 have been approved and
authorized for issuance by the Parent Company’s Board of Directors (BOD) on March 15, 2022.
1.5 Consolidation
The consolidated financial statements include the financial statements of the Parent Company and its subsidiaries namely, Pentagon Holding Co., Inc.
(Pentagon), Converge ICT Solutions (Global) Limited (Converge Global) and Converge ICT Singapore Pte. Ltd. (Converge Singapore). These consolidated
financial statements also include Pentagon’s subsidiaries namely, Fibernet Konstrukt Corp. (FKC) and Metroworks ICT Construction Inc. (Metroworks) as
well as Metroworks’ subsidiaries namely, UMV Telecommunications, Corp. (UMV), Connexiq Inc. (Connexiq), and Tafu Telecommunications, Inc. (Tafu).
FKC and Metroworks’ subsidiaries are included herein, up until the time they have been disposed of, respectively, in 2019.
The Parent Company and its subsidiaries are collectively referred to here as the “Group”.
The Group’s subsidiaries as at December 31 are set out below. Unless otherwise stated, these have share capital consisting solely of ordinary shares that are
held directly or indirectly by the Parent Company, and the proportion of ownership interests held equals the voting rights held by the Group.
On August 23, 2019, the Parent Company acquired 99% equity interest in Pentagon from Pentastar for a
total cash consideration of P123,750,000, of which P40,750,000 remain unpaid as at December 31, 2021
and 2020. Accordingly, Pentagon and its subsidiary - Metroworks, became subsidiaries of the Group.
The Group has assessed that the acquisition of Pentagon qualifies as a ‘common control business
combination’ as the combining entities are collectively controlled by the spouses Dennis Anthony H. Uy
and Maria Grace Y. Uy, acting in concert in exercising the voting rights of the Group, both before and after
the business combination. This was merely a reorganization of the business in preparation for the Parent
Company’s initial public offering with no change in management and the controlling shareholders.
Accordingly, the Group has applied the pooling of interests method in accounting for the acquisition. Under
the pooling of interests method:
a. The consolidated financial statements of the Group as at December 31, 2021 and 2020 and for the years
ended December 31, 2021, 2020 and 2019 have been presented as if the Group had been in existence
for all periods presented;
b. The consolidated income statement reflects the results of the combining entities for the full year,
irrespective of when the combination took place; and
c. The assets and liabilities are brought into the consolidated financial statements at the existing carrying
amounts reported in the separate financial statements of the combining entities. The retained earnings
and other reserves recognized in the consolidated financial statements are the retained earnings and
other reserves of Pentagon and its subsidiaries immediately before the combination.
In addition:
a. The Group has also recognized non-controlling interest amounting to P312,500 representing
ownership interest held by individual shareholders in Pentagon at acquisition date.
b. In 2018, Pentastar subscribed to 99% equity interest in Pentagon for a total cash consideration of
P123,750,000, of which P40,750,000 remained unpaid at acquisition date. Net paid-up subscription
amounting to P83,000,000 has been presented as other reserves in the consolidated statement of
financial position as at January 1, 2019 (Note 25.7.3).
c. As a result of the Parent Company’s direct investment in Pentagon in 2019, other reserves amounting to
P83,000,000, which resulted from Pentastar’s subscription in Pentagon shares as disclosed in Note 13,
has been reversed in the consolidated statement of changes in equity for the year ended
December 31, 2019.
Tafu, UMV and Connexiq were incorporated in the Philippines on July 6, 2017, August 6, 2017 and
August 16, 2017, respectively. Metroworks acquired controlling interests in these entities on the same year.
FKC was incorporated in the Philippines on June 11, 2018. Pentagon acquired controlling interest in FKC
on the same year.
Accordingly, in applying the pooling of interests method, the financial information of Tafu, UMV, Connexiq
and FKC have been included in the consolidated financial statements from their respective dates of
incorporation.
The Group also recognized non-controlling interests in 2017 and 2018 amounting to P3,438,400 and
P49,000,000, respectively, representing capital infusion made by non-controlling shareholders in Tafu,
UMV, Connexiq and FKC.
On August 9, 2019, Metroworks executed the relevant deeds of conveyance to dispose all its shareholdings
in UMV, Connexiq and Tafu for P1 each to Emerald Jadeite Holding Co., Inc. (Emerald), an entity under
common control.
On August 23, 2019, Pentagon executed a deed of absolute sale to dispose all of its shareholdings in FKC for
P1 to Emerald.
Details of the difference between the consideration received and the net assets of the subsidiaries,
recognized as other charges to equity, at divestment dates are as follows:
A transaction that is undertaken at other than fair value between entities under common control can be
argued, in substance, to have an element that is a transaction with a shareholder (that is, there exists a
notional capital contribution or distribution) (Note 25.7.6).
The Group has assessed, considering relationship with the entities and consideration received, that the
disposals of subsidiaries were in substance, transactions with a shareholder. As such, the difference
between the consideration received and the net assets of the subsidiaries and non-controlling interests were
recognized as direct charges to retained earnings, under equity.
On June 24, 2020 and September 7, 2020, Pentastar sold all of its shares in Emerald to third-parties which
resulted in Pentastar no longer exercising control or significant influence over UMV, Connexiq, Tafu and
FKC. Accordingly, UMV, Connexiq, Tafu and FKC no longer qualify as related parties of the Group as at
December 31, 2021 and 2020.
2021 2020
Cash in banks 6,842,692,352 4,966,276,841
Short-term money market placements 1,233,976,000 7,984,829,867
Cash on hand 7,237,997 6,301,980
8,083,906,349 12,957,408,688
Cash in banks earn interest at the respective bank deposit rates. Short-term money market placements earn
at annual interest rates ranging from 0.10% to 0.95% in 2021 (2020 - 1.75%).
Interest income earned from cash in banks and short-term money market placements for the year ended
December 31, 2021 amounted to P30,770,432 (2020 - P35,912,375; 2019 - P4,352,743) (Note 17).
2021 2020
Trade receivables 4,709,822,358 2,970,802,980
Less: Allowance for impairment (1,892,992,900) (887,892,506)
Trade receivables, net 2,816,829,458 2,082,910,474
Advances to employees 6,231,908 38,903,219
Receivable from employees 10,123,057 7,795,696
Others 199,584,728 43,060,401
Total trade and other receivables, net 3,032,769,151 2,172,669,790
Trade receivables consist of amounts due from residential and corporate subscribers. These are
short-term, unguaranteed, unsecured, non-interest bearing and collectible in cash with usual credit
terms of 30 to 90 days.
Advances to employees pertain to advances used in operations which are subject to liquidation within
30 to 60 days.
Receivable from employees represent advances to employees for car and emergency loans which are
subject to salary deductions.
Other receivables mainly consist of construction bonds, utilities and rental deposits expected to be
recovered in the form of cash within one year.
The movements in allowance for impairment of trade and other receivables for the years ended
December 31 are as follows:
2021 2020
Beginning of the year 887,892,506 655,859,676
Provision for trade receivables 1,005,100,394 720,474,218
Write-off - (488,441,388)
End of the year 1,892,992,900 887,892,506
Provision for trade receivables recognized in profit or loss for the year ended December 31, 2021
amounted to P1,005,100,394 (2020 - P720,474,218; 2019 - P529,944,733).
Receivables written-off for the year ended December 31, 2020 amounting to P488,441,388
(2019 - P102,142) pertains to unrecoverable accounts previously provided with allowance.
Critical accounting estimates and assumptions and judgment: Recoverability of trade and other
receivables and due from related parties
Allowances for impairment of trade and other receivables and due from related parties (Note 19) are
calculated using expected credit losses (ECL). ECL are unbiased probability-weighted estimates of credit
losses which are determined by evaluating a range of possible outcomes and taking into account past
events, current conditions and assessment of future economic conditions.
The Group has used relevant historical information and loss experience to determine the probability of
default of the receivables and due from related parties and incorporated forward-looking information,
which involved significant estimates and judgements.
Any change in the Group’s assessment of the collectability of trade and other receivables and amounts
due from related parties could impact the recorded carrying amounts of trade and other receivables, due
from related parties and related allowance for impairment.
2021 2020
Installation materials 2,445,545,326 1,653,930,219
Cable wires 1,069,106,277 407,193,564
3,514,651,603 2,061,123,783
Less: Allowance for inventory obsolescence (29,765,612) (29,765,612)
Network materials and supplies, net 3,484,885,991 2,031,358,171
The cost of network materials and supplies capitalized as part of property, plant and equipment and
recognized in profit or loss within cost of services are as follows:
No network materials and supplies are pledged as collateral for the Group’s liabilities as at
December 31, 2021 and 2020.
No provision for inventory obsolescence was recognized for the year ended December 31, 2021
(2020 - P2,049,102; 2019 - P27,716,510) (Note 15).
Provision for network materials and supplies obsolescence is maintained at a level considered adequate to
provide for potential loss on network materials and supplies. The level of provision is based on past
experience and other factors affecting the recoverability and obsolescence of network materials and supplies.
An evaluation of network materials and supplies, designed to identify potential charges to the provision, is
performed on a continuous basis throughout the period.
Management uses judgment based on the best available facts and circumstances, including but not limited
to nature of network materials and supplies and technology trends which would affect the network
materials and supplies’ future recoverability and utilization. The amount and timing of recorded expenses
for any period would therefore differ based on the judgments made. A change in provision for network
materials and supplies obsolescence would impact the Group’s recorded expenses and current assets.
Note 5 - Other current and non-current assets
2021 2020
Advances to suppliers 1,478,117,919 333,210,960
Input value-added tax (VAT), net 1,450,359,215 1,156,515,558
Deferred input VAT - current 294,515,302 39,605,060
Prepaid maintenance costs 23,771,869 28,874,631
Investment in short-term government securities - 5,500,000
Others 141,820,014 27,718,667
3,388,584,319 1,591,424,876
Current portion of advances to suppliers represents advances that will be applied as payments for
inventory purchases within the next twelve months.
Advances to fixed asset suppliers presented as part of non-current assets in the consolidated statement of
financial position as at December 31, 2021 amounted to P4,317,379,907 (2020 - P2,507,879,161).
Deferred input VAT relates to various purchases of goods and services which cannot be claimed yet as
credits against output VAT liabilities, pursuant to existing VAT rules and regulations. Deferred input
VAT as at December 31 which can be applied against future output VAT liabilities are as follows:
2021 2020
Due for credit within 12 months 294,515,302 39,605,060
Due for credit beyond 12 months 400,111,566 138,911,552
694,626,868 178,516,612
Deferred input VAT due for credit beyond 12 months are presented as part of non-current assets in the
consolidated statements of financial position as at December 31, 2021 and 2020.
Prepaid maintenance costs amounting to P23,771,869 (2020 - P28,874,631) represents current portion
of upfront fee paid in relation to a long-term software maintenance and support contract. As at
December 31, 2021, non-current portion of prepaid maintenance costs amounting to P59,706,619
(2020 - P86,623,893) is presented as other non-current assets in the consolidated statement of financial
position.
Note 6 - Property, plant and equipment, net
Details and movements of property, plant and equipment, net as at and for the years ended December 31 are as follows:
Assets under construction includes the Group’s network equipment, fiber optic cabling projects, and
ongoing network upgrade which are reclassified to depreciable outside plant when the assets become
available for use, which are normally between six months to three years after the balance sheet date.
During the year ended December 31, 2020, the Group entered into an agreement with entities under
common control for the purchase of outside plant assets for a total consideration of P199,060,462. The
same assets were subsequently leased back to the related parties for an indefinite period which the Group
can unilaterally terminate. At the inception of the lease, the Group derecognized the carrying amount of
assets directly related to the lease amounting to P199,060,462 and recognized a loss amounting to
P32,715,872 (Note 17). Refer to Note 20 for further details.
As at December 31, 2021, the Group’s unpaid property, plant and equipment amounted to
P7,998,298,335 (2020 - P3,523,337,983). These are presented within trade payables and accruals for
subcontracting services under trade and other current liabilities (Note 9) in the consolidated statement of
financial position.
Acquisitions of property, plant and equipment as shown in the consolidated statements of cash flows for
the years ended December 31 were determined as follows:
Self-constructed assets represent outside plant constructed by the Group or under management by the
Group’s in-house construction management company, Metroworks.
Capitalized borrowing costs are presented as part of financing activities in the consolidated statements of
cash flows. The capitalization rate used to determine the amount of borrowing costs to be capitalized is
the weighted average interest rate applicable to the Group’s general borrowings during the year ended
December 31, 2021 of 4.67% (2020 - 5.28%).
Inventories capitalized as part of property, plant and equipment are considered as non-cash movements
for operating and investing activities in the consolidated statements of cash flows for the years ended
December 31, 2021, 2020 and 2019.
Depreciation expense for the years ended December 31 are recorded as follows:
The useful lives of each of the Group’s property, plant and equipment, intangible assets (Note 7) and
right-of-use assets (Note 20) are estimated based on the period over which these assets are expected to
be available for use. Such estimation is based on a collective assessment of internal technical evaluation
and experience with similar assets. The estimated useful life of each asset is reviewed periodically and
updated if expectations differ from previous estimates due to physical wear and tear, technical or
commercial obsolescence and legal or other limits on the use of the asset. It is possible, however, that
future results of operations could be materially affected by changes in the amounts and timing of
recorded expenses brought about by changes in the factors mentioned above. A reduction in the
estimated useful life of any property, plant and equipment, intangible assets and right-of-use assets
would increase the recorded expenses and decrease non-current assets.
Critical accounting judgment: Recoverability of property, plant and equipment, intangible assets and
right-of-use assets
Property, plant and equipment, intangible assets (Note 7) and right-of-use assets (Note 20) are reviewed
for impairment whenever events or changes in circumstances indicate that the carrying amount may not
be recoverable. An impairment loss would be recognized whenever evidence exists that the carrying value
is not recoverable.
Management believes that there are no events or changes in circumstances that indicate that the carrying
amount of its property, plant and equipment, intangible assets and right-of-use assets maybe impaired as
at December 31, 2021 and 2020.
Customer list represents a list of known, identifiable subscribers that contains information about these
subscribers, such as name and contact information (Note 19).
Telecommunication franchise represents costs to obtain its franchise to construct, install, establish, operate
and maintain telecommunications systems throughout the Philippines, which includes direct lawyers’ fees,
registration fees, application fees and other direct costs incurred by the Group.
As at December 31, 2021, the Group’s unpaid software and licenses amounting to P15,197,679 is presented
as part of trade and other current liabilities (Note 9) (2020 - P10,997,070) in the consolidated statement of
financial position.
Acquisitions of intangible assets as shown in the consolidated statements of cash flows for the years
ended December 31 were determined as follows:
Amortization expense for the years ended December 31 recognized in profit or loss are as follows:
On June 2, 2021, the Parent Company invested in the following joint ventures with Pacnet Network
(Philippines) Inc. for a total cash consideration of P363,465,000:
Percentage
ownership
by the
Parent No. of
Joint venture Nature of operations Company shares Amount
Telstra Converge Inc. (formerly TCI was incorporated in the
Digitel Crossing, Inc.) (TCI) Philippines and registered with the 40% 10,000,000 234,434,925
Philippine SEC on June 28, 2001
primarily to own, maintain, operate
and manage or lease commercial
telecommunications systems and
equipment within and outside the
Philippines. TCI’s principal place of
business is at B2 Robinsons Summit
Center, 6738 Ayala Avenue, Salcedo
Village, Makati City.
Asia Netcom Philippines ANPC was incorporated in the
Corporation (ANPC) Philippines and registered with the 60% 300,000 129,030,075
Philippine SEC on April 19, 2001 as
Philippine Crossing Land Corporation
primarily to invest , hold, purchase,
acquire, lease, contract and generally
engage in any commerce relating to
any and all kinds and description of
real and personal properties. On
March 19, 2003, the corporate name
was amended to Asia Netcom
Philippines Corporation. ANPC’s
principal place of business 30/F,
Citibank Tower, 8741 Paseo de
Roxas, Makati City.
The investments are recognized as investment in joint ventures in the consolidated statement of financial
position and are accounted using the equity method in the consolidated financial statements.
The movements in investment in joint ventures for the year ended December 31, 2021 are as follows:
There are no dividends received from the joint ventures for the year ended December 31, 2021.
No summarized financial information are presented as the joint ventures are not considered material to
the Group.
Trade payables are non-interest bearing and are normally settled within 30 days to 90 days.
The carrying amounts of trade and other current liabilities as at December 31, 2021 and 2020 approximate
its fair values due to its short-term maturities.
Accruals for subcontracting services mainly pertain to accruals for unbilled subcontracted projects
completed as at reporting date. Accruals for leases represent accruals for short-term leases. Other accrued
expenses mainly pertain to accruals for promotions and advertising, outside services, professional fees and
utilities.
Deferred output VAT represents the VAT portion of the uncollected invoices.
Provision for employee benefits pertains to estimated amounts of bonuses and other incentives for
employees, the final amount of which, including specific qualified employees will be determined in the
following year. The movements in provision for employee benefits are as follows:
2021 2020
Beginning 166,601,424 36,784,813
Provision 266,718,116 216,012,224
Payout (117,656,312) (86,195,613)
315,663,228 166,601,424
Provision for employee benefits recognized in profit or loss as part of personnel costs under cost of services
and general and administrative expenses for the year ended December 31, 2021 amounted to P266,718,116
(2020 - P216,012,224; 2019 - P36,784,813) (Notes 15 and 16).
Provision for contingencies represents the Group’s best estimate of the probable cost that may arise from
certain ongoing operational contingencies in the ordinary course of business.
The movements in provision for contingencies for the years ended December 31 are as follows:
The disclosure of additional details beyond the present disclosures may seriously prejudice the Group’s
position. Thus, as allowed by PAS 37, Provisions, Contingent Liabilities and Contingent Assets, only a
general description is provided.
In accordance with PAS 37, Provisions, Contingent Liabilities and Contingent Assets, the Group
determines whether to provide for loss contingencies based on an assessment of whether the risk of loss
is remote, reasonably possible or probable. Management’s assessment is developed in consultation with
its legal counsels and advisors and is based on an analysis of possible outcomes under various
circumstances.
Contingency assumptions involve judgments that are inherently subjective and can involve matters that
are in litigation, appeal and ongoing negotiation with authorities and third parties which by its nature is
unpredictable.
Management believes that its assessment of the probability of contingencies is reasonable, but because of
the subjectivity involved and the unpredictable nature of the subject matter at issue, management’s
assessment may prove ultimately to be incorrect, which could materially impact the consolidated
financial statements in current or future periods.
The Group also recognizes a provision for employee benefits when it is probable that an outflow of
resources embodying economic benefits will result from the settlement of a present obligation and the
amount at which the settlement will take place can be measured reliably. These provisions are based on
management's estimates as a result of historical information of actual expenses/payments including
expectation of future events that are believed to be reasonable under the circumstances.
Commitments
The Group has entered into agreements with various suppliers for the construction, delivery and
installation of property and equipment. As at December 31, 2021, the Group has commitments amounting
to P22,608,641,510 (2020 - P5,362,172,298) related to future capital expenditures.
Note 10 - Loans payable
On March 5, 2015, the Parent Company, Comclark and entities under common control (collectively, the
“Borrowers”), entered into a long-term and revolving credit facilities agreement of P1.6 billion in
aggregate with a local bank (Bank 1). The facilities agreement was initially secured by real estate
mortgages owned by Comclark and other related parties, joint and solidarity suretyship of some
shareholders, cross default/surety arrangement among the Borrowers and corporate suretyship of a
third-party mortgagor. On November 28, 2018, the related long-term loan facility agreement was
amended to remove the security provisions over the payment of the loan principal and interests thereon
and make the facility on a clean line basis. The long-term loan of P500 million is available via staggered
releases with drawdown period of five (5) years valid from the initial drawdown while the revolving credit
facilities amounting to P1.1 billion are valid until January 31, 2017 and are available via 360-day
promissory note. The long-term loan has a maximum term of up to five (5) years from the initial
drawdown and payable in equal monthly/quarterly installments commencing after the allowable grace
period from drawdown. Drawdowns from the facilities are subject to interest at prevailing market rate
and subject to repricing.
In 2015 and 2017, the Parent Company availed P420 million and P80 million long-term loans,
respectively. As at December 31, 2017, the Parent Company have fully exhausted the credit facility. As at
December 31, 2021, the Parent Company has no outstanding balance from this facility
(2020 - P31.63 million). Interest rate for the year ended December 31, 2021 was P4.5% per annum
(2020 - 5.25% per annum).
On June 1, 2017, the Borrowers entered into a new revolving and long-term credit facility agreement of
P1.5 billion and P2.0 billion, respectively, with Bank 1. The revolving credit facility is valid until
June 30, 2018 and is available via 360-day promissory notes. The long-term loan is available via
staggered releases with a drawdown period of one (1) year from the date of initial availment, provided,
the initial availment should be made not later than November 28, 2017. The long-term loan shall be for a
maximum term of up to seven (7) years inclusive of one (1) year grace period on principal payment from
and after the date of drawdown. Proceeds from the long-term loan agreement are to be used exclusively
to finance the Group’s various operational capital expenditure requirements.
The long-term loan was secured by real estate mortgages owned by Comclark and other related parties,
joint and solidarity suretyship of some shareholders, cross default/surety arrangement among the
Borrowers and corporate suretyship of a third-party mortgagor. Drawdowns from the facilities are
subject to interest at prevailing market rate and are repriceable every 30-90 days.
In 2017 and 2018, the Parent Company availed P190 million and P1.14 billion long-term loans,
respectively, payable in equal quarterly installments starting February 24, 2019.
On January 18, 2019, the above long-term loan facility agreement was amended to extend the availment
period from one (1) year valid until November 24, 2018 to two (2) years valid until November 24, 2019
and to remove security provisions over the payment of the loan principal and interests thereon. On the
same date, the Parent Company availed an additional P500 million, payable in equal quarterly
installments starting February 4, 2019. Unused credit facility amounting to P170 million as of
November 24, 2019 was permanently expired. As at December 31, 2021 and 2020, the Parent Company is
in repayment period with outstanding loans amounting to P915 million (2020 - P1.22 billion). For the
year ended December 31, 2021, interest rates from the outstanding loans ranged from 4.5% to 5.75% per
annum (2020 - 5.25% to 7.13% per annum).
Bank 1 - Credit Facility E
On December 23, 2019, the Parent Company entered into a new unsecured long-term credit facility
agreement with Bank 1 amounting to P5.0 billion to finance its on-going network rollout. The facility is
available via staggered releases with drawdown period valid until two (2) years from the initial borrowing
date or until the facility is fully drawn, whichever comes earlier. The long-term loan has a maximum term
of seven (7) years from the initial drawdown.
On December 26, 2019 and on January 17, 2020, the Parent Company availed P3.0 billion and
P2.0 billion long-term loans with fixed interest rates of 4.92% and 5.25%, respectively and payable in
equal quarterly payments starting March 23, 2022. As at December 31, 2021 and 2020, the Parent
Company have fully exhausted the credit facility.
On May 11, 2020, the Parent Company entered into a new unsecured long-term credit facility agreement
with Bank 1 amounting to P15.0 billion to partially finance the Group’s on-going nationwide network
roll-out. The facility shall be available via multiple borrowings which can be availed until June 5, 2024.
Each loan borrowing shall be for a maximum term of seven (7) years from the date of initial drawdown of
the same calendar year and payable in equal quarterly installments commencing at the end of the
allowed grace period.
On November 27, 2020, the Parent Company availed P2.0 billion long-term loan with fixed interest rate
of 4.75% and payable in equal quarterly payments starting February 26, 2023. On August 6, 2021, the
Parent Company availed additional P5.0 billion long-term loan with interest rate of 3.98% fixed for five
years and payable in equal quarterly payments starting November 6, 2023. As at December 31, 2021, the
Parent Company has available P8.0 billion credit facility (2020 - P13.0 billion).
On June 27, 2018, the Parent Company entered into an Omnibus loan line agreement with Bank 2
amounting to P1.5 billion. Drawdowns from the facility are subject to interest at prevailing market rate,
repriceable quarterly. The principal shall be payable on a lump sum basis on its maturity date.
On August 6 and August 15, 2018, the Parent Company availed P150 million and P200 million
short-term loans payable in lump sum on August 1 and August 9, 2019, respectively, both with interest
rates of 4.25% per annum, subject to repricing as determined by the bank. On September 19, 2018,
additional short-term loan was availed amounting to P400 million with interest rate of 4.75% per
annum, payable in lump sum on September 13, 2019. These short-term loans were fully paid by the
Parent Company at maturity date.
On December 6, 2018, the Parent Company availed P300 million loan payable in lump sum on
March 27, 2020 with interest rates of 5.25% to 6% per annum for the year ended December 31, 2020.
On June 13, 2019, an additional loan was availed amounting to P430 million payable in lump sum on
June 5, 2020 with an interest rate of 6.75% per annum. These short-term loans were fully paid by the
Parent Company at the maturity date.
On December 10, 2019, the facility agreement was updated to extend the availability of the credit line to
December 30, 2020. On December 14, 2020, the facility agreement was updated to extend the availability
of the credit line to December 30, 2021. On December 30, 2021, the facility agreement was updated to
extend the availability of the credit line to December 30, 2022. Drawdowns from the facility are subject
to interest at prevailing market rate, repriceable monthly. As at December 31, 2021 and 2020, the Parent
Company has no outstanding balance from this facility and has available credit line of P1.5 billion.
Bank 2 - Credit Facility B
On October 23, 2018, the Parent Company entered into a new unsecured long-term credit facility
agreement amounting to P2.0 billion to finance its on-going network rollout. The facility is available until
September 30, 2019. The long-term loan has a maximum term of five (5) years from the release of the
loan proceeds and payable in equal quarterly installments commencing after the allowable grace period
from drawdown.
On March 7, April 4, and June 18, 2019, the Parent Company availed P500 million, P900 million and
P200 million, all with interest rate of 5.25% per annum repriceable quarterly and payable in 12 equal
quarterly payments starting June 7, 2021. On December 10, 2019, this credit facility was updated
extending the availability period of the remaining available credit facility until December 30, 2020. On
December 14, 2020, the facility agreement was updated to extend the availability of the long-term credit
facility to June 30, 2021. On June 15, 2021, the Parent Company availed P400 million, with interest rate
of 4.5% per annum repriceable quarterly starting on March 7, 2022 and payable in 11 equal quarterly
payments starting September 7, 2021 until March 7, 2024. As at December 31, 2021, outstanding balance
from this facility amounted to P1.5 billion (2020 - P1.6 billion). As at December 31, 2021, the Parent
Company has fully exhausted the credit facility (2020 - P400 million available credit line).
On July 3, 2019, the Parent Company entered into an unsecured long-term credit facility agreement with
another local bank (Bank 3) amounting to P5.0 billion to be used exclusively for capital expenditures.
The facility is available for a period of 24 months from execution of the agreement. The long-term loan
has a maximum term of ten (10) years from the date of the initial drawdown and payable in equal
quarterly installments commencing after the allowable grace period from drawdown.
On July 12, 2019 and January 24, 2020, the Parent Company availed P1.0 billion and P1.5 billion
long-term loans, respectively, both payable at 32 equal monthly payments starting October 12, 2021.
Interest rates are 5.98% and 5.55% per annum, respectively, subject to repricing as determined by the
bank. On July 13, 2020, the Parent Company made a prepayment of the loan balances amounting to
P1.0 billion applied proportionately to the loans availed. On January 18, 2021, the Parent Company made
another prepayment to fully settle the loan balance amounting to P1.5 billion. Unused credit facility
amounting to P2.5 billion as of July 12, 2021 was permanently expired. As at December 31, 2021,
outstanding balance from this credit facility amounted to nil (2020 - P1.5 billion). As at
December 31, 2020, the Parent Company has available P2.5 billion credit facility.
On February 20, 2020, the Parent Company entered into a new unsecured revolving credit line
agreement with Bank 3 for a total of P2.0 billion which can be drawn until March 31, 2021. The loan is
available up to 180 days from the date of promissory notes and renewable by up to 180 days but not
exceeding 360 days. Drawdowns from the facility are subject to interest at prevailing market rate as
determined by the bank. Unused credit line amounting to P2.0 billion as of March 31, 2021 permanently
expired.
Bank 4
On January 8, 2021, the Parent Company entered into an unsecured long-term credit facility agreement
with Bank 4 with an aggregate amount of P5.0 billion to be used to partially finance the Group’s on-going
nationwide network roll-out. The facility shall be available via multiple borrowings which can be availed
of until June 16, 2022. The principal would be payable in equal quarterly installments commencing after
a grace period of two years from drawdown. Each loan bears interest equivalent to the BVAL benchmark
rate prevailing at drawdown plus a spread.
On June 6 and December 10, 2021, the Parent Company availed P1.5 billion and P2.0 billion long-term
loans, respectively payable in equal quarterly installments starting September 18, 2023.
As at December 31, 2021, the Parent Company has available P1.5 billion credit facility. Interest rates for
the year ended December 31, 2021 ranged from 4.36% to 4.5% per annum.
On February 1, 2021, the Parent Company entered into an long-term credit facility agreement with Bank
5 with an aggregate amount of P5.0 billion to be used to fund the Group’s capital expenditures. The
facility shall be available via multiple borrowings which can be availed of until February 1, 2023. The
principal would be payable in equal quarterly installments commencing after a grace period of two years
from drawdown. Each loan bears interest equivalent to the BVAL benchmark rate prevailing at
drawdown plus a spread.
On June 1, 2021, the Parent Company availed P1.0 billion long-term loan payable in equal quarterly
installments starting September 1, 2023. As at December 31, 2021, the Parent Company has available
P4.0 billion credit facility. Interest rate for the year ended December 31, 2021 was 4.5% per annum.
On October 26, 2021, the Parent Company entered into a short-term credit facility with Bank 5 with an
aggregate amount of P1.0 billion to be used to partially finance the Group's short-term operational
requirements. This facility shall be available for drawdowns until February 28, 2022. On
August 27, 2021, the Parent Company availed P1.0 billion short-term loan payable in lump sum on
August 22, 2022 with an interest rate of 2.75% per annum. As of December 31, 2021, the Parent
Company has fully exhausted the credit facility.
Bank 6
On February 1, 2021, the Parent Company entered into a short-term facility agreement with Bank 6 with
an aggregate amount of up to P1.0 billion effective up to January 31, 2022. No drawings from the facility
were made for the year ended December 31, 2021. As at December 31, 2021, the Parent Company has
available P1.0 billion credit facility.
Bank 7
On August 27, 2021, the Parent Company entered into a short-term facility agreement with Bank 7
amounting to P3.0 billion to be used to continue the terrestrial and subsea domestic network expansion
and finance working capital requirements. The facility shall be available via multiple borrowings of up to
a maximum of four (4) drawdowns which can be availed of until August 27, 2022. No drawings from the
facility were made for the year ended December 31, 2021. As at December 31, 2021, the Parent Company
has available P3.0 billion credit facility.
On October 26, 2021, the Parent Company entered into a long-term facility agreement amounting to
P2.0 billion with Bank 8 to finance the Parent Company’s general corporate requirements. The facility
shall be available via multiple borrowings which can be availed of until October 2024. No drawings from
the facility were made for the year ended December 31, 2021. As at December 31, 2021, the Parent
Company has available P2.0 billion credit facility.
On October 26, 2021, the Parent Company also entered into an unsecured revolving credit facility
amounting to P500 million which can be drawn until February 28, 2022. The loan is available up to 180
days from the date of promissory notes and renewable by up to 180 days but not exceeding 360 days. No
drawings were made for the year ended December 31, 2021. As at December 31, 2021, the Parent
Company has available P500 million revolving credit facility.
As at December 31, the Group has the following unused credit lines from the local banks:
2021 2020
Bank 1 8,000,000,000 13,000,000,000
Bank 5 4,000,000,000 -
Bank 7 3,000,000,000 -
Bank 8 2,500,000,000 -
Bank 2 1,500,000,000 1,900,000,000
Bank 4 1,500,000,000 -
Bank 6 1,000,000,000 -
Bank 3 - 4,500,000,000
21,500,000,000 19,400,000,000
The current and non-current portion of the loans payable as at December 31 are as follows:
2021 2020
Current 2,999,210,061 731,214,286
Non-current 16,847,022,739 10,582,607,143
19,846,232,800 11,313,821,429
The movements in loans presented in the consolidated statements of financial position and consolidated
statements of cash flows for the years ended December 31 are as follows:
The movements in interest payable presented under trade and other current liabilities in the
consolidated statements of financial position and consolidated statements of cash flows for the years
ended December 31 are as follows:
The loan agreements with banks provide for certain restrictions and requirements. The more significant
covenants are as follows:
• prohibition on the payment of dividends or distribution of any other income or capital to its
shareholders at any time, without prior consent of the bank, when its financial covenants under the
agreement are not complied with;
• prohibition on the payment of any discretionary management bonuses or profit sharing at any time,
without prior consent of the bank, when any amount due and payable by the Parent Company under
the agreement is in arrears;
• prohibition to materially change its ownership structure, control and management whether direct or
indirect, without prior consent of the bank;
• prohibition of selling, transfer or disposal of all or substantially of assets outside the ordinary course
of business, without prior consent of the bank; and
• requirement to maintain a specific level of debt service coverage ratio, debt to equity ratio and debt to
EBITDA ratio.
The Parent Company is in full compliance with its loan covenants as at and for the years ended
December 31, 2021 and 2020.
The Group has adopted Conworks Multiemployer Retirement Plan (the “Plan”) jointly established by the
Parent Company, Metroworks and other affiliates effective September 1, 2021. The Plan is a
non-contributory and of the final salary defined benefit type. The Plan provides a retirement benefit
equal to 104% of the plan salary for every year of credited service. Benefits are paid in lump sum upon
retirement or separation in accordance with the terms of the Plan. As at December 31, 2021, the Plan is
still unfunded. Prior to adoption of the Plan, the Group provided for retirement benefits required to be
paid under Republic Act 7641 to qualifying employees.
An independent actuary conducts a periodic actuarial valuation of the defined benefit plan using the
projected unit credit method.
The retirement benefit obligation recognized in the consolidated statement of financial position as at
December 31, 2021 amounted to P121,650,104 (2020 - P123,146,658).
The movements in the present value of the defined benefit obligation for the years ended December 31
are as follows:
2021 2020
Beginning of the year 123,146,658 30,940,684
Current service cost 23,638,231 23,191,060
Interest cost 4,737,989 1,714,114
Past service cost 18,784,576 -
Settlement loss 2,632,167 -
Benefits paid (3,911,305) -
Remeasurement (gain) loss:
Effect of changes in financial assumptions (48,454,049) 20,353,316
Demographic assumptions (563,801) 20,325,887
Experience adjustments 2,013,979 26,621,597
Net transferred liability (374,341) -
End of the year 121,650,104 123,146,658
The components of retirement benefit expense for the years ended December 31 are as follows:
Movements in the reserve for remeasurements of retirement benefit obligation for the years ended
December 31 are as follows:
Remeasurement gain (loss) on retirement benefit obligation, net of tax presented in the consolidated
statements of comprehensive income for the years ended December 31 were as follows:
2021 2020
Discount rate 5.12% - 5.08% 3.83% - 3.89%
Salary increase rate 6% 8%
Discount rate
The discount rate is determined by reference to yields on long-term Philippine treasury bonds and
adjusted to reflect the term similar to the estimated term of the benefit obligation as determined by the
actuary as at the end of the reporting period as there is no deep market in high quality corporate bonds in
the Philippines.
Salary increase rate is the expected long-term average rate of salary increase taking into account general
inflationary measure plus a factor increase for individual productivity, merit and promotion. The salary
increase rate is set by management over the period which benefits are expected to be paid.
Demographic assumptions
Assumptions regarding future mortality and disability are set based on published statistics and
experience in the Philippines.
Other key assumptions for retirement benefit obligation are based in part of current market conditions.
2021 2020
One year to five years 85,908,855 31,055,050
More than five years to ten years 212,379,052 142,486,541
Total expected payments 298,287,907 173,541,591
The weighted average duration of the defined benefit obligation as at December 31, 2021 is 9.8 years
(2020 - 11.3 years).
Critical accounting estimates and assumptions: Principal assumptions for estimation of retirement
benefit obligation
The determination of the Group’s retirement benefit obligation is dependent on the selection of certain
assumptions used by the actuary in calculating such amount. Those assumptions include among others,
discount rate and salary increase rate. Actual results that differ from the Group’s assumptions generally
affect the recognized expense and recorded obligation in such future periods. One or more of the
actuarial assumptions may differ significantly and as a result, the actuarial present value of the defined
benefit obligation estimated at the reporting dates may differ significantly from the amounts reported.
The sensitivity of the retirement benefit obligation to changes in the principal actuarial assumptions as at
December 31 is as follows:
The sensitivity analyses are based on a change in an assumption while holding all other assumptions
constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be
correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial
assumptions the same method (present value of the defined benefit obligation calculated with the
projected unit credit method at the end of the reporting period) has been applied as when calculating the
retirement benefit obligation recognized within the consolidated statements of financial position.
The method and types of assumptions used in preparing the sensitivity analysis did not change compared
to the previous periods.
The Parent Company established an employee share option plan (“ESOP”) on September 18, 2020 to
provide long-term incentives to certain executive officers, employees and other eligible participants to
deliver long-term shareholder returns.
Under the ESOP, the Parent Company’s BOD may issue share options to eligible participants that may
become exercisable into the Parent Company’s common shares during certain exercise periods.
Participation in the plan is at the Parent Company BOD’s discretion, and no individual has a contractual
right to participate in the plan or to receive any guaranteed benefits.
Share options will be awarded under the ESOP subject to vesting which is typically over five years,
although terms may vary between participants in the ESOP. Share Options will be issued subject to
typical leaver provisions. Vested share options will only be exercisable by participants during defined
exercise periods, the first of which is anticipated to take place in 2023.
Options are granted under the plan for no consideration and carry no dividend or voting rights.
Set out below are summaries of the share options granted under the ESOP for the years ended
December 31:
2021 2020
Average Average
exercise exercise
price per No. of share price per No. of share
share option options share option options
As at beginning of the year 12.71 36,000,000 - -
Granted during the year 13.31 1,500,000 12.71 36,000,000
As at end of the year 12.73 37,500,000 12.71 36,000,000
Share options outstanding have the following exercise prices as at December 31:
The assessed average fair value at grant date of options granted during the year ended December 31, 2021
was P6.97 per option (2020 - P6.75). The fair value of each option awarded was estimated on the date of
grant using the Black-Scholes option valuation model that that takes into account the exercise price, the
term of the option, the impact of dilution (where material), the share price at grant date and expected
price volatility of the underlying share, the expected dividend yield, the risk-free interest rate for the term
of the option, and the correlations and volatilities of the peer group companies.
The model inputs for options granted during the years ended December 31 included:
2021 2020
Risk-free rate 2.20% - 3.06% 2.05% - 2.76%
Expected volatility 32% - 33% 32% - 34%
Expected life 2.3 years - 5.3 2.6 years - 5.8
years years
Dividend yield 0% 0%
Expense arising from share-based payment transactions recognized during the year ended
December 31, 2021 amounted to P141,843,597 (2020 - nil).
The share options granted were considered in the diluted earnings per share calculation for the years
ended December 31 using the treasury stock method. However, inclusion of the shares to be issued under
the share-based compensation plan has an insignificant effect. As such, the basic and diluted EPS are
stated at the same amount (Note 21).
Critical accounting estimate and assumption: Share-based compensation
The Group uses the Black-Scholes option-pricing valuation model to calculate the fair value of share
options. This model requires various assumptions including volatility, forfeiture rates and expected
option life. If any of the assumptions change significantly, share-based compensation may differ
materially from actual transactions in the future.
Note 13 - Equity
Share capital
2020
Authorized shares
Common shares at P0.25 par value per share 16,900,000,000 4,225,000,000
Preferred shares at P0.25 par value per share 3,060,000,000 765,000,000
Preferred B shares at P0.0025 par value per share 4,000,000,000 10,000,000
Total 23,960,000,000 5,000,000,000
Issued and outstanding
Common shares
Beginning, prior to stock split 125,000,000 1,250,000,000
Effect of stock split 4,875,000,000 -
As adjusted after stock split 5,000,000,000 1,250,000,000
Conversion of preferred shares 2,045,454,520 511,363,630
Initial public offering 480,839,941 120,209,985
Ending 7,526,294,461 1,881,573,615
Preferred shares
Beginning, prior to stock split 30,681,818 306,818,180
Issuance 20,454,545 204,545,450
Effect of stock split 1,994,318,157 -
As adjusted after stock split 2,045,454,520 511,363,630
Conversion of preferred shares (2,045,454,520) (511,363,630)
Ending - -
Issued and outstanding common shares 7,526,294,461 1,881,573,615
2019
Authorized shares at P10 par value per share
Common shares 435,000,000 4,350,000,000
Convertible preferred 65,000,000 650,000,000
Total 500,000,000 5,000,000,000
Issued and outstanding
Common shares 125,000,000 1,250,000,000
On December 28, 2018, the Parent Company’s BOD and stockholders approved t0 amend the Articles of
Incorporation to change the Parent Company’s authorized capital stock from 500 million common shares
with P10 par value to 435 million common shares and 65 million convertible preferred shares, all with
P10 par value per share. On April 29, 2019, the SEC has approved the amendments to the Articles of
Incorporation.
Each convertible preferred share confers upon a shareholder: a) the right to vote at any shareholders’
meeting or on any resolution of the shareholders; and b) the right to distribution of income on a pari passu
basis with all other shareholders based on actual shareholding percentage. Each convertible preferred share
shall be convertible into a fully paid ordinary share on a one-to-one basis.
In the event of an exit, liquidation, dissolution or winding-up of the Parent Company, each convertible
preferred shareholders, in respect of each convertible preferred shares, shall have the right to: a) issue a
conversion notice and share in the proceeds pari passu with all other shareholders based on its actual
shareholding percentage; or b) receive, out of the liquidation or sale proceeds from the liquidation event,
prior to any payments to the holders of common shares, an amount equal to the relevant subscription
amount in respect of the convertible preferred shares.
On August 23, 2019, the Parent Company issued 30,681,818 convertible preferred shares with a total par
value of P306,818,180 for a total consideration of US$135 million or P7,056,450,000. The issuance of the
shares resulted in the recognition of P6,541,191,820 additional paid-in capital, net of P208,440,000
transaction costs, in the consolidated statement of financial position.
On February 7, 2020, the Parent Company has issued additional 20,454,545 convertible preferred shares
with a total par value of P204,545,450 for a total consideration of US$90 million or P4,567,949,670,
resulting to additional paid-in capital of P4,361,358,764, net of P2,045,456 transactions costs, in the
consolidated statement of financial position.
On June 10, 2020, the Parent Company’s BOD and stockholders approved, among others, the following
amendments to the Articles of Incorporation:
a. The authorized capital stock of the Parent Company is P5,000,000,000, divided into:
(i) 16,900,000,000 common shares with a par value of P0.25 per share; (ii) 3,060,000,000 preferred
shares with a par value of P0.25 per share; and (iii) 4,000,000,000 preferred B shares with a par value
of P0.0025 per share;
b. The preferred shares and preferred B shares of each and any series may or may not be convertible, and
may or may not be redeemable, as well as may or may not be entitled to any other participation or
share in the retained earnings after dividend payments shall have been made on the preferred shares
and preferred B shares; and
c. The stockholders of the Parent Company shall have no pre-emptive right to subscribe to any issue or
disposition of shares of any class of the Parent Company.
Each preferred B share confers upon a holder thereof: a) the right to vote at any shareholders’ meeting or
on any resolution of the shareholders other than with respect to matters requiring the vote of a particular
class of shares in accordance with applicable law and b) if dividends are declared by the BOD, dividends on
the preferred B shares shall be at the fixed rate of 0.01% per annum. Further, holders of the preferred B
shares shall: (a) not be entitled to participate in any other or future dividends beyond the dividends
specifically payable on the preferred B shares and (b) have no right to convert the preferred B shares to any
other preferred shares or common shares of the Parent Company.
In the event of a return of capital in respect of the Parent Company’s winding up or otherwise (whether
voluntarily or involuntarily) but not on a redemption or purchase by the Parent Company of any of its
share capital, the holders of the preferred B shares at the time outstanding will be entitled to receive, in
Philippine Pesos out of the assets of the Parent Company available for distribution to shareholders,
together with the holders of any other securities of the Parent Company ranking, as regards repayment of
capital, in pari passu with the preferred B shares; and, before any distribution of assets is made to holders
of any class of the securities of the Parent Company ranking after the preferred B shares as regards
repayment of capital, liquidating distributions in of the preferred B shares plus an amount equal to any
dividends declared but unpaid in respect of the previous dividend period.
If, upon any return of capital in the winding up of the Parent Company, the amount payable with respect to
the preferred B shares and any other securities of the Parent Company ranking as to any such distribution
in pari passu with the preferred B shares is not paid in full, the holders of the preferred B shares and of
such other securities will share ratably in any such distribution of the assets of the Parent Company in
proportion to the full respective preferential amounts to which they are entitled. After payment of the full
amount of the liquidating distribution to which they are entitled, the holders of the preferred B shares will
have no right or claim to any of the remaining assets of the Parent Company and will not be entitled to any
further participation or return of capital in a winding up.
The amendments to the Articles of Incorporation including the stock split was approved by the SEC on
September 28, 2020. As a result of the stock split, the Parent Company’s 125,000,000 and 51,136,363
issued and outstanding common and preferred shares, respectively, each with a par value of P10 per share,
were exchanged for 5,000,000,000 and 2,045,454,520 newly issued common and preferred shares,
respectively, each with a par value of P0.25 per share. Earnings per share information have been
retroactively adjusted to reflect the stock split (Note 21).
On October 8, 2020, Coherent Cloud Investments B.V. exercised it conversion right to convert all
2,045,454,520 issued and outstanding preferred shares held in its name to common shares and the Parent
Company has issued 2,045,454,520 common shares to Coherent Cloud on the same date at a conversion
ratio of one preferred shares to one common share. Consequently, preferred share capital amounting to
P511,363,630 has been recognized as part of common share capital.
On October 26, 2020, the Parent Company undertook a public offering of its common shares in which the
Parent Company offered and issued by way of primary offer 480,839,941 unissued common shares with a
total par value of P120,209,985 for a total consideration of P8,078,111,008. As a result of the public
offering, additional paid-in capital amounting to P7,843,537,661, net of share issuance costs of
P114,363,362, has been recognized in the consolidated statement of financial position.
a. Appropriation
On June 11, 2018, the Parent Company’s BOD approved the expansion of the Group’s outside plant in
South Luzon and the acquisition of equipment related to technology in the next one to five years. On the
same date, the Parent Company’s BOD approved the appropriation of retained earnings amounting to
P1.0 billion to fund the planned infrastructure expansion projects.
On December 27, 2018, the Parent Company’s BOD also approved the appropriation of additional
P1.2 billion retained earnings to fund the Group’s planned infrastructure expansion projects discussed
above.
On June 8, 2020, the Parent Company’s BOD approved the release of appropriated retained earnings
amounting to P2.2 billion as a result of the completion of the planned infrastructure expansion in Luzon
and acquisitions of equipment.
b. Dividend declarations
On July 3, 2019, Pentagon’s BOD authorized and approved the declaration of cash dividends to its
common shareholders of record as of the said date, out of the retained earnings as at December 31, 2018,
amounting to P192,000,000, which was later corrected via an amended resolution to P190,000,000 or
P152 per share.
On August 15, 2019, the Parent Company’s BOD authorized and approved the declaration of the
following cash dividends to its common shareholders of record as of August 22, 2019, out of the
unappropriated retained earnings as at December 31, 2018:
On August 20, 2020, Pentagon’s BOD authorized and approved the declaration of cash dividends to its
common stockholders of record as of the said date, amounting to P262,994,740. As of the dividend
declaration date, Pentastar was the stockholder of record of 99% of the shareholdings of Pentagon. On
September 18, 2020, the Bureau of Internal Revenue issued the Certificate Authorizing Registration of
the transfer of all of the shareholdings of Pentastar in Pentagon to the Parent Company.
As at December 31, 2021 and 2020, there are no outstanding dividends payable arising from the dividend
declarations above.
In 2018, Pentastar subscribed to 99% equity interest in Pentagon for a total cash consideration of
P123,750,000, of which P40,750,000 remained unpaid as at acquisition date. Net paid-up subscription
amounting to P83,000,000 has been presented as other reserves in the consolidated statement of financial
position as at January 1, 2019 (Note 1.6).
On August 23, 2019, the Parent Company acquired 99% equity interest in Pentagon from Pentastar for a
total cash consideration of P123,750,000, of which P40,750,000 remain unpaid as at December 31, 2021
and 2020. Accordingly, other reserves amounting to P83,000,000 has been reversed in the consolidated
statement of changes in equity for the year ended December 31, 2019.
Note 14 - Revenue from contracts with customers
Disaggregation of revenue
Below is the disaggregation of the Group’s revenue from contracts with customers recognized over time for
the years ended December 31:
Deferred contract costs pertain to incremental costs incurred to obtain and fulfill the contract with
subscribers. These are capitalized and subsequently amortized on a straight-line basis over the term of the
subscription contract. Details as at December 31 are as follows:
2021 2020
Costs to obtain contracts with customers:
Subscribers acquisition costs, net of amortization 1,044,879,121 587,256,222
Costs to fulfill contracts with customers:
Installation costs, net of amortization 1,495,513,659 1,065,621,633
2,540,392,780 1,652,877,855
These are presented as deferred contract costs in the consolidated statements of financial position as at
December 31 as follows:
2021 2020
Current 1,866,849,146 1,109,716,644
Non-current 673,543,634 543,161,211
2,540,392,780 1,652,877,855
Movements in the deferred contract costs for the years ended December 31 are as follows:
Amortization of deferred contract costs recognized as part of cost of services in profit or loss amounted to
P1,759,860,945 for the year ended December 31, 2021 (2020 - P826,710,561; 2019 - P355,363,899)
(Note 15).
Contract liabilities
Contract liabilities, recorded as deferred revenues in the consolidated statement of financial position,
amounting to P1,354,966,195 as at December 31, 2021 (2020 - P668,724,493) represent outright payments
of installation service fees which are recognized as revenue on a straight-line basis over the term of the
subscription contract. These are presented in the consolidated statements of financial position as at
December 31 as follows:
2021 2020
Current 1,041,948,093 463,619,256
Non-current 313,018,102 205,105,237
1,354,966,195 668,724,493
The increase in deferred revenues as at December 31, 2021 was due to the overall increase in subscriber
acquisitions.
The following table shows the rollforward analysis of contract liabilities for the years ended December 31:
2021 2020
At January 1 668,724,493 281,433,473
Additions during the year 1,536,039,332 763,326,688
Recognized as revenue (849,797,630) (376,035,668)
At December 31 1,354,966,195 668,724,493
Revenue from amortization of contract liabilities recognized in profit or loss for the year ended
December 31, 2021 amounted to P849,797,630 (2020 - P376,035,668;2019 - P175,680,404).
Subscribers’ deposits
Subscribers’ deposits pertain to cash bonds paid by the subscribers as deposits to cover for any loss or
damage to certain network assets (e.g. customer premise materials) and other accessories installed in their
premises, as well as to cover anticipated losses on default payments. These are presented in the
consolidated statements of financial position as at December 31 as follows:
2021 2020
Current 2,141,578,673 910,216,574
Non-current 191,576,422 1,132,965,276
2,333,155,095 2,043,181,850
Note 15 - Cost of services
The components of cost of services for the years ended December 31 are as follows:
Bandwidth and leased line costs mainly pertain to the costs for transmitting data through signals from both
local and foreign suppliers.
Rent for the years ended December 31, 2021, 2020 and 2019 consists of costs incurred in relation to
short-term leases and other agreements for the use of third-party structures necessary in providing services
to subscribers that did not qualify as leases under PFRS 16, Leases.
The components of general and administrative expenses for the years ended December 31 are as follows:
The components of other (expense) income, net for the years ended December 31 are as follows:
Loss on disposal of financial asset at FVTPL for the year ended December 31, 2019 represents loss on sale of
investment in unlisted ordinary shares of a local company acquired in 2018. No fair value gain or loss was
recognized for the years ended December 31, 2019 arising from this investment in unlisted ordinary
shares.
Miscellaneous income mainly relates to reversal of long outstanding payables of the Group since
obligations were determined to be no longer existing.
On March 26, 2021, the president signed into law Republic Act No. 11534 or the CREATE Act, which is
the reconciled version of the Bicameral Conference Committee. It settled the disagreeing provisions of
House Bill No. 4157 and Senate Bill No. 1357. The CREATE Act was previously known as the Corporate
Income Tax and Incentives Reform Act (CITIRA) bill. The law became effective on April 11, 2021.
Among the salient provisions of CREATE include changes to the Corporate Income Tax (CIT) as follows:
For financial reporting purposes, the enactment of CREATE after the December 31, 2020 was deemed a
non-adjusting subsequent event in the December 31, 2020 consolidated financial statements. Hence,
effect of changes in the tax rates applied is reflected in the income tax reconciliation for the year ended
December 31, 2021.
The components of income tax expense as shown in the consolidated statements of total comprehensive
income for the years ended December 31 are as follows:
On a per entity basis, the Group claimed deductible expenses through itemized deductions or optional
standard deduction (OSD) for the years ended December 31 as follows:
The reconciliation of income tax expense computed at the statutory income tax rate to the income tax
expense as reflected in the consolidated statements of total comprehensive income for the years ended
December 31 are as follows:
DIT assets, net as at December 31 represent the tax effects of the following temporary differences:
2021 2020
Allowance for impairment of trade and other receivables 473,248,225 266,367,752
Property, plant and equipment 637,880,948 690,950,226
Deferred revenue 338,741,549 200,617,348
Provision for employee benefits 73,533,619 49,980,427
Provision for contingencies 38,193,748 33,277,615
Shared-based compensation expense 35,460,899
Retirement benefit obligation 28,011,973 35,100,788
Leases 12,776,394 59,815,222
Unrealized fair value loss on financial asset at FVTPL 11,526,130 7,946,956
Allowance for inventory obsolescence 7,441,403 8,929,684
Equity share in net income of joint ventures (9,646,491) -
Unrealized foreign exchange gain, net (14,427,288) (68,758,632)
Deferred contract costs (635,098,195) (495,863,356)
997,642,914 788,364,030
The Tax Return Act of 1997 (the “Act”) introduced net operating loss carry-over (NOLCO) as a deduction
from taxable income for the three consecutive years immediately following the year such loss was
incurred. Pursuant to Republic Act No. 11494, otherwise known as the Bayanihan to Recover as One Act
(Bayanihan II), the net operating losses of a business or enterprise incurred for taxable years 2020 and
2021 can be carried over as a deduction from gross income for the next five consecutive taxable years
immediately following the year of such loss.
The Group did not recognize DIT assets arising from Pentagon’s NOLCO because management has
assessed there will be no future taxable income against which the benefits of these tax assets can be
utilized. Details of the Group’s unrecognized DIT assets as at December 31 arising from NOLCO are as
follows:
The movements in DIT assets, net for the years ended December 31 are as follows:
The tax rates used in computing the DIT assets (liabilities) as at December 31, 2021 is 25% and 15%
(under OSD) (2020 - 30%). This is the applicable rate at which the Group expects the related DIT assets
(liabilities) to be realized (settled).
Significant judgment is required in determining the income tax expense recognized in profit or loss.
There are some transactions and calculations for which the ultimate tax determination is uncertain in the
ordinary course of business. The Group recognizes liabilities for anticipated tax assessment issues when
it is probable. The liabilities are based on assessment and judgment of whether additional taxes will be
due. Where the final tax outcome of these matters is different from the amounts that were initially
recorded, such differences will impact the Group’s income tax and related liability in the period in which
such determination is made.
The recognition of DIT assets depends on management’s assessment of the probability and available
future taxable income against which the temporary difference can be applied. The Group reviews the
carrying amount of its DIT assets at the end of each reporting period and reduces the amounts to the
extent it is no longer probable that sufficient taxable profit will allow all or part of its DIT assets to be
utilized. Management has assessed during the reporting periods that the Group will be able to generate
sufficient future taxable income against which the temporary differences can be applied.
Note 19 - Related party transactions and balances
Due from related parties are short-term in nature, unguaranteed and unsecured, non-interest bearing and collected in cash on a gross basis.
No allowance for impairment from related parties was recognized as these are determined to be fully collectible as at December 31, 2021 and 2020.
(a) These are collections made on behalf of the Group by related parties or on behalf of the related parties by the Group for certain collections from the same
subscribers. These are generally collectible within 1 year, unsecured, unguaranteed and non-interest bearing.
(b) In the ordinary course of business, the Group pays certain expenses on behalf of its related parties. Such expenses are accordingly reimbursed at cost from
related parties. All outstanding balances are short-term, unguaranteed, unsecured, non-interest bearing and collectible in cash at given amount upon
demand, but not later than 12 months from reporting date.
(c) The Group has sold property, plant and equipment to a related party. These are collectible based on a
credit term of 30 to 90 days, unsecured, unguaranteed and non-interest bearing. No gain or loss
recognized on the aforementioned sale of property, plant and equipment.
(d) These are receivables from related parties for retirement benefit obligation assumed by the Group for
the employees transferred during 2019. These are billed at cost and are collectible based on a credit
term of 30 days, unsecured, unguaranteed and non-interest bearing.
(e) The Group has transferred network materials and supplies to related parties at an agreed mark-up.
Gross amounts presented above are collectible based on a credit term of 30 to 90 days, unsecured,
unguaranteed and non-interest bearing. Net gain or loss on the aforementioned transfer of network
materials and supplies are recognized as part of other (expense) income, net in profit or loss
(Note 17).
(f) The Group has management service agreements with related parties whereby the Group provides
general management services such as administrative and finance support. The fee for the
management services are based on agreed fixed rate per month. The agreements are renewable on an
annual basis at terms and rates agreed upon by parties. These are collectible in cash based on credit
term of 30 days, unsecured, unguaranteed and non-interest bearing.
(g) The Group has made advances to its related parties for use in normal operations. These are generally
short-term, non-interest bearing and are collectible in cash upon demand.
(h) During the year ended December 31, 2020, the Group entered into an agreement with entities under
common control for the purchase of outside plant assets for a total consideration of P199,060,462.
The same assets were subsequently leased back to the related parties for an indefinite period which
the Group can unilaterally terminate. Portion of finance lease receivable amounting to P160,317,198
is presented as non-current portion of amounts due from related parties in the consolidated
statement of financial position as at December 31, 2021 (2020 - P163,422,374). Refer to Note 20 for
further details.
(i) On May 18, 2020, the Group has purchased 10 exchangeable bonds from its ultimate parent for
USD2,000,000 (P104,510,000). The exchangeable bonds have an aggregate face value of
USD2,000,000, a term of 30 years and with interest rate of 3% per annum. Each exchangeable bond
note confers the right to purchase 5,000 common shares of certain entities under common control.
The investment earned interest income amounting to P3,491,219 for the year ended
December 31, 2021 (2020 - P2,034,258). Related interest receivable is presented as part of other
receivables within trade and other receivables. Refer to Note 24.1 for further details.
(j) The Group makes advance payments to FKC that will be applied as payments for construction of
property, plant and equipment. These are presented as part of advances to fixed assets suppliers in
non-current assets until applied against the billings of FKC. Transactions and balances with FKC were
only reflected in the consolidated financial statements upon the Group’s divestment of its controlling
interest in FKC to Emerald on August 23, 2019. Prior to divestment date, FKC was considered a
subsidiary and therefore, transactions and balances were eliminated from the consolidated financial
statements. On June 24, 2020 and September 7, 2020, Pentastar sold all of its shares in Emerald to a
third-party which resulted in Pentastar no longer exercising control or significant influence over FKC.
Accordingly, FKC no longer qualifies as a related party of the Group as at December 31, 2021 and 2020
(Note 1.7).
Transactions Outstanding balances
2021 2020 2019 2021 2020 Ref.
Trade payables
Subcontractor costs (k)
Entity under common control - 723,483,682 429,208,080 - -
Accruals
Service fees (Note 15) (l)
Entities under common control 532,124,191 617,761,069 344,246,710 671,975,254 271,820,628
Bandwidth cost (Note 15) (m)
Immediate parent company 47,758,825 83,479,479 154,051,649 14,076,469 54,798,546
Entity under common control - - 30,067,314 - -
47,758,825 83,479,479 184,118,963 14,076,469 54,798,546
Rental expenses (n)
Immediate parent company - - 27,422,610 - -
686,051,723 326,619,174
Due to related parties
Acquisition of customer lists (Note 7) (o)
Entity under common control 384,012,875 - - 186,200,000 -
Collections made on behalf of related parties (a)
Entities under common control 366,256,740 79,989,777 1,767,146 147,366,837 81,162,301
Reimbursements of expenses to related parties (p)
Immediate parent company 10,542,590 33,241,733 78,378,377 4,449,190 23,851,413
Entities under common control 156,595,306 26,289,641 102,272,828 192,672,472 40,086,370
167,137,896 59,531,374 180,651,205 197,121,662 63,937,783
Purchase of network materials and supplies (q)
Entity under common control - - 15,426,132 5,874,135 5,874,135
Advances from a related party (r)
Shareholder - 48,252,000 - 18,749,900 67,001,900
555,312,534 217,976,119
Lease liabilities (n)
Immediate parent company 853,235,782 205,843,224 155,472,012 1,586,950,726 1,306,892,604
Entities under common control 550,815,765 10,802,293 13,139,472 574,218,669 93,961,370
1,404,051,547 216,645,517 168,611,484 2,161,169,395 1,400,853,974
Dividends payable (Note 13)
Shareholders - 262,994,740 960,210,453 - -
Transactions Outstanding balances
2021 2020 2019 2021 2020 Ref.
Key management compensation
Key management personnel (s)
Salaries and other short-term benefits 149,092,299 386,707,258 72,954,441 - 22,802,948
Retirement benefits 13,867,179 6,439,314 2,542,326 34,192,735 48,172,008
Share-based compensation 80,746,189 - - 80,746,189 -
243,705,667 393,146,572 75,496,767 114,938,924 70,974,956
Due to related parties are short-term in nature, unguaranteed and unsecured, non-interest bearing and payable in cash on a gross basis. Specific terms for
each related party transactions are as follows:
(k) The Group engages FKC for the construction of parts of its terrestrial backbone. The related costs are capitalized as part of property, plant and equipment.
These are payable based on a credit term of 30 to 90 days, unsecured, unguaranteed and non-interest bearing. Refer to (j) for further details on FKC’s
status as a related party.
(l) The Group pays a fixed fee to related parties for providing services to common subscribers. These accrued expenses are payable upon demand,
unguaranteed and non-interest bearing.
(m) Reimbursements of bandwidth costs are based on actual expenses incurred plus margin. Payables included under accrued expenses are settled in cash on
demand and are non-interest bearing.
(n) The Group has existing agreements with its immediate parent company and certain entities under common control for the lease of certain office space and
warehouse. Beginning January 1, 2019, the Group has accounted for this lease agreements under PFRS 16 and has recognized right-of-use asset and the
related lease liability (Note 20) except for certain short-term leases which are still accounted for under operating leases as allowed under PFRS 16. Rental
rates are based on contracts agreed with related parties in the lease agreements as discussed in Note 20. These are billed and settled in cash, payable on
demand but not later than 12 months from reporting dates.
(o) During the year ended December 31, 2021, the Group acquired list of subscribers from a related party and is included under intangible assets (Note 7).
This is payable upon demand, unguaranteed and non-interest bearing.
(p) Reimbursements of expenses are determined based on actual expenses incurred by the Group, such as personnel costs (salaries and benefits and travel
expenses), operating expenses, professional fees, technical support and IT-related expenses, which are paid in advance by the related parties. These are
recorded as part of the related expenses in the consolidated statements of total comprehensive income. Due to related parties are settled in cash, billed and
payable based on credit term of 30 days, unsecured, unguaranteed and non-interest bearing.
(q) The Group acquired network materials and supplies from a related party. These are payable based on
a credit term of 30 days, unsecured, unguaranteed and non-interest bearing.
(r) The Group received advances from a shareholder. The advances are unsecured, non-interest bearing
and payable on demand.
(s) Key management compensation covering salaries and wages and other short-term benefits are
determined based on contract of employment and payable in accordance with the Group’s payroll
process. These were fully paid by the reporting dates. The Group has not provided termination
benefits and other long-term benefits for its key management personnel other than retirement
benefits which are determined and recorded as part of the retirement liability in accordance with
policies disclosed in Note 11 and share-based benefits determined and recorded in accordance with
policies disclosed in Note 12 for the years ended December 31, 2021, 2020 and 2019.
Loan guarantee
As discussed in Note 10, the immediate parent company and entities under common control agreed to
provide joint and solidarity suretyship, cross default/surety arrangement and real estate mortgage for the
obligations and indebtedness incurred or may be incurred by the Group from certain loan facilities
extended by Bank 1.
On November 28, 2018 and January 18, 2019, the related long-term loan facility agreements of the Parent
Company were amended to remove security provisions over the payment of the loan principal and
interests thereon.
The Group has not incurred obligation or indebtedness arising from default on the loans payable covered
by the loan guarantee.
The Group has an approved material related party transactions policy that sets forth the required
thresholds for approval for related party transactions as part of the Group’s corporate governance policy.
As of December 31, 2021 and 2020, total related party receivables with and among subsidiaries that were
eliminated at consolidation against related party payables amounted to P2,523,738,191 and
P2,771,380,568, respectively.
• As lessee
The Group leases various network assets and co-located sites, office and buildings, and transportation
equipment. Network assets include investments in bandwidth capacity. Lease terms are negotiated either
on a collective or individual basis and contain a wide range of different terms and conditions. Lease
agreements include rent escalation clauses ranging from 3% to 10% beginning on specified periods in the
agreements. The lease agreements do not impose any covenants other than the security interests in the
leased assets that are held by the lessor. Leased assets may not be used as security for borrowing purposes.
Critical accounting judgement: Determining whether or not a contract contains a lease
At inception of a contract, the Group assesses whether the contract is, or contains, a lease. Management
considers the following evaluations, all of which must be met in order to conclude that a contract is or
contains a lease:
a. Whether there is an identified asset - An identified asset is an asset that is either explicitly identified in
the contract or is implicitly specified by being identified at the time that the asset is made available for
use by the Group. Even if an asset is explicitly specified, the Group does not have the right to use an
identified asset if the supplier has a substantive substitution right throughout the period of use.
b. Whether the Group have the right to obtain substantially all of the economic benefits from use of the
identified asset throughout the period of use - When making this evaluation, the Group
considers its rights within the defined scope of the contract.
c. Whether the Group have the right to direct the use of the identified asset throughout the period of use -
In making this evaluation, the Group considers the decisions that most directly impact the economic
benefits to be derived from the use of the asset, including: (i) rights to decide the type of output to be
produced by the assets (ii) rights to decide when the output is produced (iii) rights to decide where the
output is produced, and (iii) rights to decide whether the output is produced and the quantity thereof.
Based on the factors discussed above, the Group has identified contracts that convey the right to use
network and co-located sites, office and buildings, and transportation equipment as contracts containing a
lease and concluded that data capacity contracts and joint pole arrangements (Notes 15 and 16) do not
qualify as leases under PFRS 16.
In August 2020, the Group has entered into an agreement for the use of major international connectivity
networks for a period of 15 years where the Group has the right to use specified wavelengths. The Group is
entitled to transmit traffic over a specific wavelength within the networks. The right to use of specified
wavelengths meets the definition of an intangible asset. As allowed by PFRS 16, the Group has treated the
arrangement as containing a lease of an intangible asset and recognized fees paid on the agreement start
date as part of right-of-use assets (within network assets and co-located sites) in the consolidated statement
of financial position.
The Group reassesses whether a contract is, or contains, a lease only if the terms and conditions of the
contract are changed. Any change in the Group’s assessment of whether a contract contains a lease or not,
could impact the recorded carrying amount of right-of-use asset and lease liability.
Leased assets are presented as a separate line item in the consolidated statement of financial position.
The consolidated statements of financial position show the following amounts relating to leases:
2021 2020
Right-of-use assets
Network assets and co-located sites 850,565,945 662,920,755
Office space and warehouse 2,214,782,763 965,500,002
Transportation equipment 380,852,442 230,878,070
3,446,201,150 1,859,298,827
Lease liabilities
Current 544,559,322 325,737,209
Non-current 2,396,174,377 1,507,853,434
2,940,733,699 1,833,590,643
Movements in right-of-use assets for the years ended December 31 are as follows:
Right-of-use assets additions amounting to P272,237,895 for the year ended December 31, 2021 relate to
advance payments for the use of major international connectivity networks (2020 - P126,991,800).
The movements in lease liabilities presented in the consolidated statements of financial position and
consolidated statements of cash flows for the years ended December 31 are as follows:
During the year ended December 31, 2021, several leases relating to office space and warehouse were
pre-terminated. As a result, the Group derecognized carrying amounts of right-of-use assets and lease
liabilities related to the pre-termination. Gain on lease terminations recognized in 2021 amounted to
P12,491,353 (Note 17).
The consolidated statements of total comprehensive income for the years ended December 31 show the
following amounts relating to leases:
Amortization expense for the years ended December 31 recognized in profit or loss are as follows:
The total cash outflows for lease liabilities and short-term leases for the year ended December 31, 2021
amounted to P1,047,781,950 (2020 - P555,078,394; 2019 - P415,420,025).
The lease payments for lease of transportation equipment are discounted using the interest rate implicit in
the lease. Payments for leases of network assets and co-located sites, office space and warehouse are
discounted using the lessee’s incremental borrowing rate, being the rate that the individual lessee would
have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a
similar economic environment with similar terms, security and conditions.
To determine the incremental borrowing rate, the Group uses the government bond yield, adjusted for
the (1) credit spread specific to the Group and (2) security using the right-of-use asset. The discount rates
applied by the Group ranges from 3% to 8% as at December 31, 2021 (2020 - 4% to 8%).
Extension and termination options are included in several property and equipment leases of the Group.
These are used to maximize operational flexibility in terms of managing the assets used in the Group’s
operations. The extension and termination options held are exercisable by both the Group and the
respective lessor.
Most extension options in leases have not been included in the lease liabilities because the Group could
replace the assets without significant cost or business disruption. As at December 31, 2021, potential future
cash outflow of P239,164,856 (2020 - P267,126,071) have not been included in the lease liabilities because
it is not reasonably certain that the leases will be extended. The assessment is reviewed if a significant
change in circumstances occurs which affects this assessment and that is within the control of the lessees.
As at December 31, 2021, the financial effect of revising lease terms to reflect the effect of exercising
extension options was an increase in recognized lease liabilities and right-of-use assets of P240,385,941
(2020 - P133,482,130)
In determining the lease term, management considers all facts and circumstances that create an economic
incentive to exercise an extension option, or not exercise a termination option. Extension options
(or periods after termination options) are only included in the lease term if the lease is reasonably certain to
be extended. The Group considers the factors below as the most relevant in assessing the options:
• If there are significant penalties to terminate, the Group is reasonably certain to extend.
• If any leasehold improvements are expected to have a significant remaining value, the Group is
reasonably certain to extend.
• The Group considers other factors including historical lease durations and the costs and business
disruption required to replace the leased asset.
• As lessor
During the year ended December 31, 2020, the Group entered into an agreement with certain related
parties for the purchase of outside plant assets for a total consideration of P199,060,462 fully paid as at
December 31, 2020 (Note 19). Accordingly, the Group has obtained control of the outside plant assets
since it has the ability to direct the use of, and obtain substantially all of the remaining benefits from, the
assets, or to restrict the access of other entities to those benefits.
Subsequent to the sale, the same assets were leased back to the related parties at an agreed rate for an
indefinite period which the Group can unilaterally terminate. The lease was accounted as finance lease
where substantially all of the risk and rewards of the ownership were transferred to the seller-lessees.
At the inception of the lease, the Group derecognized the carrying amount of assets directly related to the
lease amounting to P199,060,462 and recognized a loss amounting to P32,715,872 (Note 17).
Finance lease receivables presented as part of due from related parties in the consolidated statements of
financial position as at December 31 are as follows:
2021 2020
Gross investment 320,089,223 333,426,274
Unearned interest income (146,434,975) (156,666,849)
Net investment 173,654,248 176,759,425
Interest income from the finance lease recognized in profit or loss for the year ended December 31, 2021
amounted to P10,231,874 (2020 - P10,414,835) (Note 17).
Expected maturity analysis of the undiscounted finance lease receivables as at December 31 are as
follows:
The following tables present basic and diluted earnings per share for the years ended December 31:
2020
Consolidated net income attributable to common equity holders of the
Parent Company 3,387,828,500
The Parent Company has issued convertible preferred shares for the years ended December 31, 2020 and
2019 (Note 13) which were considered in the diluted EPS calculation. However, the assumed conversion
of the preferred shares has an anti-dilutive effect for the year ended December 31, 2019.
The share options granted were also considered in the diluted earnings per share calculation for the years
ended December 31, 2021 and 2020 using the treasury stock method. However, inclusion of the shares to
be issued under the share-based compensation plan has an insignificant effect.
As such, basic and diluted EPS are stated at the same amount for the years ended December 31, 2021 and
2019.
The Group’s US Dollar denominated monetary assets and liabilities as at December 31 are as follows:
2021 2020
Cash and cash equivalents 35,767,645 174,438,607
Financial asset at FVTPL 1,121,149 1,497,301
Total current assets 36,888,794 175,935,908
Details of net foreign exchange (loss) gain presented as part of other income, net in the consolidated
statements of total comprehensive income for the years ended December 31 are as follows:
Estimates, assumptions and judgments are continually evaluated and are based on historical experience
and other factors, including expectations of future events that are believed to be reasonable under the
circumstances.
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates
will, by definition, seldom equal the related actual results. The estimates, assumptions and judgments
that have a significant risk of causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial period are enumerated below:
• Recoverability of trade and other receivables and due from related parties (Notes 3 and 19)
• Estimated useful lives of property, plant and equipment, intangible assets and right of use assets
(Notes 6, 7 and 20)
• Provisions (Note 9)
• Principal assumptions for estimation of retirement benefit obligation (Note 11)
• Share-based compensation (Note 12)
• Determining incremental borrowing rate (Note 20)
• Recoverability of trade and other receivables and due from related parties (Notes 3 and 19)
• Recoverability of network materials and supplies (Note 4)
• Recoverability of property, plant and equipment, intangible assets and right-of-use assets
(Notes 6, 7 and 20)
• Provisions (Note 9)
• Income taxes (Note 18)
• Determining the lease term (Note 20)
• Determining whether or not a contract contains a lease (Note 20)
Financial assets
Trade and other receivables above exclude advances to employees which are subject to liquidation as at
December 31, 2021 amounting to P6,231,908 (2020 - P38,903,219) and are presented gross of allowance
for impairment amounting to P1,892,992,900 (2020 - P887,892,506) (Note 3).
As at December 31, 2021, financial asset at FVTPL pertains to the Group’s investment in exchangeable
bonds issued by its Ultimate Parent (Note 19). On August 23, 2019, the Group entered into an
exchangeable bond agreement with the Ultimate Parent Company. The exchangeable bonds have an
aggregate face value of USD 2,000,000, a term of 30 years and with interest rate of 3% per annum. Each
exchangeable bond confers the right to purchase 5,000 common shares of a certain entity under common
control. On May 18, 2020, the Group was issued 10 exchangeable bonds for USD2,000,000
(P104,510,000). The Group has classified these debt instruments as financial assets at FVTPL
considering the contractual terms do not give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding.
Movement in financial assets at FVTPL during the years ended December 31 are as follows:
2021 2020
Beginning of the year 71,904,900 -
Purchase - 104,510,000
Amortization 431,279 242,276
Unrealized foreign exchange gain (loss) 4,455,969 (6,357,521)
Unrealized fair value loss (19,614,667) (26,489,855)
End of the year 57,177,481 71,904,900
Amounts recognized in profit or loss from financial assets at FVTPL for the years ended December 31
consists of:
The Group’s financial liabilities, categorized as liabilities at amortized cost, at December 31 are as
follows:
Trade and other liabilities presented above exclude the following non-financial liabilities as at
December 31:
2021 2020
Deferred output VAT 728,086,038 739,055,097
Payable to government agencies 165,456,149 310,514,916
Provision for contingencies 152,774,993 110,925,384
1,046,317,180 1,160,495,397
The Group’s activities expose it to a variety of financial risks and these activities involve the analysis,
evaluation and management of some degree of risk or combination of risks. The Group’s over-all risk
management program focuses on the unpredictability of financial markets, aims to achieve an
appropriate balance between risk and return and seeks to minimize potential adverse effects on the
Group’s financial performance.
The most important types of risk the Group manages are credit risk, market risk and liquidity risk.
Market risk includes foreign currency exchange risk, interest rate risk and price risk.
Credit risk is the risk of financial loss to the Group if a subscriber or counterparty to a financial
instrument fails to meet its contractual obligations and arises principally from the Group's receivables
from its subscribers.
The Group continuously reviews credit policies and processes and implements various credit actions,
depending on assessed risks, to minimize credit exposure. Applications for service are subjected to
standard credit evaluation and verification procedures. Receivable balances of subscribers are being
monitored on a regular basis and appropriate credit treatments are applied at various stages of
delinquency.
The maximum exposure to credit risk equals the carrying amount of the financial assets, except for trade
receivables secured by subscribers’ deposits which cover for anticipated losses on default payments.
The Group has the following financial assets as at December 31 where the expected credit losses (ECL)
model has been applied:
Basis for
At gross Allowance Net carrying Internal credit recognition of
amounts provided amount rating ECL
2021
Cash and cash equivalents 8,076,668,352 - 8,076,668,352 Performing 12-month ECL
Trade receivables
Collective
Residential - Group 2 2,478,969,716 (781,102,646) 1,697,867,070 assessment Lifetime ECL
Credit
Residential - Group 3 553,910,464 (445,752,386) 108,158,078 impaired Lifetime ECL
Collective
Corporate - Group 1 282,509,730 - 282,509,730 assessment Lifetime ECL
Collective
Corporate - Group 2 817,826,331 (89,531,751) 728,294,580 assessment Lifetime ECL
Credit
Corporate - Group 3 576,606,117 (576,606,117) - impaired Lifetime ECL
Other receivables - Group 1 209,707,785 - 209,707,785 Performing 12-month ECL
Due from related parties Performing 12-month ECL
Group 1 1,343,592,816 - 1,343,592,816 Performing 12-month ECL
14,339,791,311 (1,892,992,900) 12,446,798,411
2020
Cash and cash equivalents 12,951,106,708 - 12,951,106,708 Performing 12-month ECL
Trade receivables
Collective
Residential - Group 2 1,094,997,067 (360,188,527) 734,808,540 assessment Lifetime ECL
Credit
Residential - Group 3 144,670,942 (144,147,521) 523,421 impaired Lifetime ECL
Collective
Corporate - Group 1 297,180,728 - 297,180,728 assessment Lifetime ECL
Collective
Corporate - Group 2 1,282,889,637 (232,491,852) 1,050,397,785 assessment Lifetime ECL
Credit
Corporate - Group 3 151,064,606 (151,064,606) - impaired Lifetime ECL
Other receivables - Group 1 50,856,097 - 50,856,097 Performing 12-month ECL
Due from related parties
Group 1 1,571,681,798 - 1,571,681,798 Performing 12-month ECL
17,544,447,583 (887,892,506) 16,656,555,077
• Group 1 - Subscriber and counterparty balances without history of default and assessed to be fully
recoverable.
• Group 2 - Subscriber and counterparty balances with some defaults in the past.
• Group 3 - Individually assessed subscribers and counterparties with defaults and which the Group no
longer expects to recover the balance despite its collection efforts.
Cash and cash equivalents exclude cash on hand as at December 31, 2021 amounting to P7,237,997
(2020 - P6,301,980) (Note 2) which is not subject to credit risk.
As at December 31, 2021, the Group is also exposed to credit risk in relation to its investment in
exchangeable bonds that are measured at fair value through profit or loss (2020 - investment in
exchangeable bonds and investment in government securities). The maximum exposure at
December 31, 2021 is the carrying amount of the investments aggregating to P57,177,481
(2020 - P77,404,900). The Group’s investments in exchangeable bonds and government securities are
considered to be low risk investments. The credit ratings of the investments are monitored for credit
deterioration.
Trade receivables from residential and corporate subscribers are secured by subscribers’ deposits which
cover anticipated losses on default payments. The Group does not hold any collateral as security for the
rest of the financial assets.
None of the fully performing financial assets have been renegotiated in 2021 and 2020.
To minimize credit risk exposure from cash, the Group deposits its cash in universal banks with good
credit ratings.
Trade receivables
Residential subscribers
To measure the ECL, residential subscription receivables have been grouped based on shared credit risk
characteristics and the days past due. The expected loss rates are based on the payment profiles of
subscribers and the corresponding historical credit losses experienced. The historical loss rates are
adjusted to reflect current and forward-looking information on macroeconomic factors such as gross
domestic product and inflation rate affecting the ability of the subscribers to settle the receivables.
Current 1-30 days 31-60 days 61-90 days Over 90 days Total
2021
Carrying amount, gross 1,110,373,747 220,683,180 160,449,838 123,673,412 863,789,539 2,478,969,716
Loss allowance 10,749,776 9,794,876 25,753,690 108,772,151 626,032,153 781,102,646
2020
Carrying amount, gross 463,484,075 102,603,694 93,129,020 43,090,107 392,690,171 1,094,997,067
Loss allowance 29,126,111 11,535,881 17,638,622 25,794,329 276,093,584 360,188,527
As at December 31, 2021, credit impaired receivables from certain residential subscribers amounting
P553,910,464 (2020 - P144,670,942) which are deemed uncollectible despite collection efforts have been
fully provided with an allowance for impairment. In calculating the allowance, subscribers’ deposits as at
December 31, 2021 amounting to P108,158,078 (2020 - P523,421) which will be applied against any
outstanding balance from defaulted residential subscribers were considered.
Corporate subscribers
In relation to corporate subscription receivables, the Group’s exposure to credit risk is influenced mainly
by the individual characteristics of each corporate subscriber. The credit quality of corporate subscription
receivables is further classified and assessed by reference to historical information about each of the
counterparty’s historical default rates.
Group 1 corporate subscribers have no history of default and assessed to be fully recoverable. ECL on
these balances have therefore been assessed to be insignificant.
For Group 2 corporate subscribers, expected loss rates are based on the payment profiles of subscription
and the corresponding historical credit losses experienced within this period. The historical loss rates are
adjusted to reflect current and forward-looking information on factors such as gross domestic product
and inflation rate affecting the ability of the subscribers to settle the receivables.
Current 1-30 days 31-60 days 61-90 days Over 90 days Total
2021
Carrying amount, gross 246,298,874 170,931,503 137,039,823 95,017,465 168,538,666 817,826,331
Loss allowance 24,203,846 16,967,317 13,144,040 8,708,441 26,508,107 89,531,751
2020
Carrying amount, gross 198,973,284 161,568,544 146,981,125 122,506,512 652,860,172 1,282,889,637
Loss allowance 34,929,226 29,322,367 26,843,109 22,536,658 118,860,492 232,491,852
As at December 31, 2021, credit impaired receivables from certain corporate subscribers (Group 3)
amounting P576,606,117 (2020 - P151,064,606) which are deemed uncollectible despite collection
efforts have been fully provided with an allowance for impairment.
Other receivables
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each
counterparty. The credit quality of other receivables is further classified and assessed by reference to
historical information about each of the counterparty’s historical default rates.
Credit risk on other receivables have been assessed to be insignificant considering no historical defaults
and counterparties’ high credit ratings.
Based on assessment of qualitative and quantitative factors that are indicative of the risk of default,
including but not limited to, availability of accessible highly liquid asset and internal and external
funding of related parties, the Group has assessed that the outstanding balances are generally exposed to
low credit risk. ECL on these balances have therefore been assessed to be insignificant.
Foreign currency exchange risk arises when future commercial transactions or recognized assets or
liabilities are denominated in a currency that is not the Group’s functional currency.
The Group has transactional currency exposures. Such exposures arise mainly from cash, trade and other
receivables, trade and other current liabilities and dividends payable denominated in US Dollar as at
December 31, 2021 and 2020 (Note 22).
The Group manages its US Dollar exchange risk by maintaining sufficient cash in US Dollar to cover its
maturing obligations.
At December 31, 2021, if the US Dollar had weakened or strengthened by 0.10% (2020 - 0.12%) against
the Philippine Peso, with all other variables held constant, pre-tax profit for the year ended
December 31, 2021 and equity would have been P4,860,038 higher or lower (2020 - P4,860,653 lower or
higher, 2019 - P1,613,554 higher or lower), mainly as a result of foreign exchange gains or losses on
translation of net US Dollar denominated monetary liabilities (2020 - net monetary assets; 2019 - net
monetary liabilities). The assumed shift in foreign currency exchange rate used in the sensitivity analysis
is the rate of change between the US Dollar and the Philippine Peso at the end of the reporting period
and the Philippine Peso equivalent determined 30 days after the reporting period, by which management
is expected to settle or receive the Group’s foreign currency denominated monetary assets or liabilities.
Cash flow interest rate risk is the risk that the future cash flows of financial assets and liabilities will
fluctuate because of changes in market interest rates. Fair value interest rate risk is the risk that the value
of financial assets and liabilities will fluctuate because of changes in market interest rates.
The Group’s exposure to cash flow interest rate risk relates to borrowings which are subject to interest
rates that are repriced at periodic intervals in accordance with the terms of the agreement. The Group’s
practice is to manage its interest cost by reference to current market rates in borrowings.
As at December 31, 2021, if interest rates increased/decreased by 20 basis points, with all other variables
held constant, profit for the year ended December 31, 2021 would have been P11,209,360
(2020 - 7 basis points; P3,874,096; 2019 - 7 basis points; P3,200,145 ) lower/higher, mainly as a result of
higher/lower interest expense based on variable rates.
Changes in the market interest rates of the Group’s borrowing with fixed interest rates only affect income
if these are measured at their fair value. As such, the Group’s financial liabilities with fixed interest rates
that are measured at amortized cost are not subject to fair value interest rate risk as defined in PFRS 7.
As at December 31, 2021, the Group is exposed to fair value interest rate risk in relation to its investment
in financial asset carried at fair value through profit or loss amounting to P57,177,481
(2020 - P71,904,900). Profit or loss would increase or decrease as a result of gains or losses on this
financial asset measured at fair value at the end of each reporting period. Management monitors such
financial asset based on discounted value of future cash flows using the applicable BVAL rates adjusted
for the issuer’s credit spread and premium on the embedded exchange option or which in this case is at
6.40% as at December 31, 2021 (2020 - 4.57%). This financial asset is managed on an individual basis
thereby reducing the Group’s exposure to fair value interest rate risk at an acceptably low level.
The sensitivity of the FVTPL to changes in the principal assumptions as at December 31 follows:
2021 2020
Impact on FVTPL Impact on FVTPL
Change in Increase in Decrease in Change in Increase in Decrease in
assumption assumption assumption assumption assumption assumption
Adjusted BVAL rate +/- 1.00% (7,789,537) 9,737,253 +/- 1.00% (11,175,931) 14,246,573
The above sensitivity analyses are based on a change in an assumption while holding all other
assumptions constant. When calculating the sensitivity of the FVTPL to significant assumptions, the
same method has been applied as when calculating the FVTPL recognized within the consolidated
statement of financial position.
c) Price risk
As at December 31, 2021, the Group has no financial assets and liabilities that are price sensitive nor does
it hold significant equity investments that are subject to price fluctuations. As such, the Group is not
exposed to significant price risk.
24.2.3 Liquidity risk
Liquidity risk arises from the possibility that the Group will encounter difficulty in raising funds to meet
associated commitments with financial instruments.
The Group manages the liquidity risk by maintaining a balance between continuity of funding and
flexibility in operations. Treasury controls and procedures are in place to ensure that sufficient cash is
maintained to cover daily operational and working capital requirements. Management closely monitors
the Group's future and contingent obligations and sets up required cash reserves and reserve borrowing
facilities as necessary in accordance with internal policies. Short-term loans are availed to cover for
immediate expenses and maturing obligations. The Group is also able to defer payments of some of its
due to related party balances.
The table below presents the Group’s financial liabilities as at December 31:
More than 12
Within 12 Months months Total
2021
Trade and other liabilities 17,552,058,194 - 17,552,058,194
Subscribers’ deposits 2,141,578,673 191,576,422 2,333,155,095
Due to related parties 555,312,534 - 555,312,534
Loans payable 2,999,210,061 16,847,022,739 19,846,232,800
Lease liabilities, gross of discount 725,187,348 3,002,507,655 3,727,695,003
Future interest payable 923,282,302 2,278,452,740 3,201,735,042
24,896,629,112 22,319,559,556 47,216,188,668
2020
Trade and other liabilities 11,182,067,936 - 11,182,067,936
Subscribers’ deposits 910,216,574 1,132,965,276 2,043,181,850
Due to related parties 217,976,119 - 217,976,119
Loans payable 731,214,286 10,582,607,143 11,313,821,429
Lease liabilities, gross of discount 424,240,821 1,916,375,992 2,340,616,813
Future interest payable 558,213,532 2,188,524,637 2,746,738,169
14,023,929,268 15,820,473,048 29,844,402,316
Lease liabilities disclosed above represents the contractual undiscounted cash flows.
The Group expects to settle the above financial obligations due within 12 months in accordance with their
contractual maturity of 30 to 60 days.
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going
concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders
and to maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid
to shareholders, return capital to shareholders, obtain borrowings from banks or related parties, and
issue new shares. The capital that the Group manages is the total equity attributable to owners of the
Parent Company less reserve for remeasurements of retirement benefit obligation and other reserves as
shown in the consolidated statements of financial position.
The Group’s loan agreements include compliance with certain ratios (Note 10).
Further, under Republic Act (R.A.) No. 9707, the Parent Company is mandated to offer at least 30% of its
outstanding share capital or a higher percentage that may hereafter be provided by law in any securities
exchange in the operations in compliance with the constitutional provision to encourage public
participation in public utilities (the “Converge Public Offering”), which shall occur within five years from
the commencement of operations of the Parent Company pursuant to Section 16 of R.A. No. 9707
otherwise, the franchise may be revoked. Nevertheless, under Section 17 of R.A. No. 9707, which provide
that “any advantage, favor, privilege, exemption or immunity granted under existing franchises for
telecommunications system, or which may hereafter be granted, shall ipso facto become part of this
franchise and shall be accorded immediately and unconditionally to the herein grantee”, the applicable
period for the Converge Public Offering is in fact ten years from the commencement of operations of the
Parent Company. Considering that at least two legislative franchises granted in June 1998 under
R.A. No. 8645 for Mindoro Telecommunications Corporation and R.A. No. 8678 for Sear
Telecommunications Inc. provide that the public offering requirement of least 30% of their outstanding
share capital or higher percentage be undertaken within 10 years from commencement of operations, the
period for the Converge Public Offering should likewise be deemed automatically extended from five
years to ten years. On June 18, 2020, in reply to the letter from the Parent Company requesting for
clarification on this matter, the NTC confirmed that the applicable period for the Converge Public
Offering is 10 years from commencement of the Parent Company’s operations in 2012. As of
December 31, 2021, the Parent Company has reached 26% public float. The Parent Company expects to
fully comply with the 30% public float requirement under R.A. No. 9707 on or before June 2022.
The principal accounting policies applied in the preparation of these consolidated financial statements are
set out below. These policies have been consistently applied to all the years presented, unless otherwise
stated.
The consolidated financial statements of the Group have been prepared in accordance with Philippine
Financial Reporting Standards (PFRS). The term PFRS in general includes all applicable PFRS,
Philippine Accounting Standards (PAS), and interpretations of the Philippine Interpretations Committee
(PIC), Standing Interpretations Committee (SIC) and International Financial Reporting Interpretations
Committee (IFRIC) which have been approved by the Financial Reporting Standards Council (FRSC) and
adopted by the SEC.
These consolidated financial statements have been prepared under the historical cost convention except
for financial asset at FVTPL.
The preparation of the consolidated financial statements in conformity with PFRS requires the use of
certain critical accounting estimates. It also requires management to exercise its judgment in the process
of applying the Group’s accounting policies. The areas involving a higher degree of judgment or
complexity, or areas where assumptions and estimates are significant to the consolidated financial
statements are disclosed in Note 23.
25.2 Changes in accounting policies and disclosures
A number of new standards and amendments are effective for annual periods beginning
January 1, 2021. The Group has adopted the amendment below for the first time beginning
January 1, 2021:
The amendments provide relief to lessees from applying the PFRS 16 requirement on lease
modifications to rent concessions arising as a direct consequence of the Covid-19 pandemic.
A lessee that applies this practical expedient will account for any change in lease payments resulting
from the Covid-19 related rent concession in the same way a s they would if they were not lease
modifications. In many cases, this will result in accounting for the concessions as variable lease
payments in the period in which they are granted.
Entities applying the practical expedients must disclose this fact, whether the expedient has been
applied to all qualifying rent concessions or, if not, information about the nature of the contracts to
which it has been applied, as well as the amount recognized in profit or loss arising from the
rent concessions.
The relief was originally limited to reduction in lease payments that were due on or before
June 30, 2021, but was subsequently extended to on or before June 30, 2022.
The amendment has no impact on the Group’s consolidated financial statement during and at the
end of the reporting period since the Group did not have rent concessions arising as a direct
consequence of the Covid-19 pandemic.
(b) New and amended standards not yet adopted by the Group
A number of new standards and amendments are effective for annual periods beginning after
January 1, 2021 and have not been applied in preparing the consolidated financial statements. None of
these standards are expected to be relevant on the consolidated financial statements of the Group, except
for the following:
The amendments clarify that liabilities are classified as either current or non-current, depending on
the rights that exist at the end of the reporting period. Classification is unaffected by the expectations
of the entity or events after the reporting date (e.g. the receipt of a waiver or a breach of covenant).
The amendments also clarify what the standard means when it refers to the “settlement” of a liability.
The amendments could affect the classification of liabilities, particularly for entities that previously
considered management’s intentions to determine classification and for some liabilities that can be
converted into equity.
The amendments are effective for annual reporting periods beginning on or after January 1, 2023
and must be applied retrospectively. The Group does not expect the amendments to have a
significant impact on the Group’s consolidated financial statements.
• PAS 1 and PFRS Practice Statement 2 - Disclosure of Accounting Policies
The amendments require entities to disclose their material rather than their significant accounting
policies. The amendments define what is ‘material accounting policy information’ and explain how to
identify when accounting policy information is material. They further clarify that immaterial
accounting policy information does not need to be disclosed. If it is disclosed, it should not obscure
material accounting information.
The amendments are effective for annual reporting periods beginning on or after January 1, 2023.
The Group does not expect the amendments to have a significant impact on the Group’s consolidated
financial statements.
The amendment clarifies how companies should distinguish changes in accounting policies from
changes in accounting estimates. The distinction is important, because changes in accounting
estimates are applied prospectively to future transactions and other future events, but changes in
accounting policies are generally applied retrospectively to past transactions and other past events as
well as the current period.
The amendments are effective for annual reporting periods beginning on or after January 1, 2023.
The Group does not expect the amendments to have a significant impact on the Group’s consolidated
financial statements.
• PAS 12 - Deferred Tax related to Assets and Liabilities arising from a Single Transaction
The amendments require companies to recognize deferred tax on transactions that, on initial
recognition, give rise to equal amounts of taxable and deductible temporary differences. They will
typically apply to transactions such as leases of lessees and decommissioning obligations and will
require the recognition of additional deferred tax assets and liabilities. The amendment should be
applied to transactions that occur on or after the beginning of the earliest comparative period
presented. In addition, entities should recognize deferred tax assets (to the extent that it is probable
that they can be utilized) and deferred tax liabilities at the beginning of the earliest comparative
period for all deductible and taxable temporary differences associated with:
The cumulative effect of recognizing these adjustments is recognized in retained earnings, or another
component of equity, as appropriate. PAS 12 did not previously address how to account for the tax
effects of on-balance sheet leases and similar transactions and various approaches were considered
acceptable. Some entities may have already accounted for such transactions consistent with the new
requirements. These entities will not be affected by the amendments.
The amendments are effective for annual reporting periods beginning on or after January 1, 2023.
The Group does not expect the amendments to have a significant impact on the Group’s consolidated
financial statements.
Classification
The Group classifies its financial assets in the following measurement categories: (a) those to be
measured subsequently at fair value (either through OCI or through profit or loss), and (b) those to be
measured at amortized cost. The classification depends on the Group’s business model for managing the
financial assets and the contractual terms of the cash flows.
The Group did not hold financial assets at fair value through OCI during and at the end of
December 31, 2021 and 2020.
Financial assets at amortized cost are assets that are held for collection of contractual cash flows where
those cash flows represent solely payments of principal and interest. The Group’s financial assets at
amortized cost category include cash and cash equivalents, trade and other receivables, due from related
parties and investment in short-term government securities.
• investments in equity securities unless irrevocably elected at initial recognition to be measured at fair
value through OCI;
• investments in debt instruments held within a business model whose objective is to sell prior to
maturity or has contractual terms that does not give rise on specified dates to cash flows that are
solely payments of principal and interest (SPPI) on the principal amount outstanding, unless
designated as effective hedging instruments under a cash flow hedge;
• investments that contain embedded derivatives; and
• investments in debt instruments designated as financial assets at FVTPL at initial recognition.
As at December 31, 2021 and 2020, financial asset at FVTPL consists of debt instruments in the form of
exchangeable bonds for which the SPPI test was not met.
The Group recognizes a financial asset in the consolidated statement of financial position when the Group
becomes a party to the contractual provisions of the instrument.
All financial instruments are initially measured at fair value plus or minus, in the case of a financial asset
or financial liability not at fair value through profit or loss, transaction costs that are directly attributable
to the acquisition of the financial asset. Transaction costs of financial assets carried at FVTPL are
expensed in profit or loss.
Subsequently, assets that are held for collection of contractual cash flows where those cash flows
represent solely payments of principal and interest are measured at amortized cost. Interest income from
these financial assets is recognized using the effective interest rate method.
Changes in the fair value of financial assets at FVTPL are recognized in profit or loss.
Impairment
The Group assesses on a forward-looking basis the expected credit losses (ECL) associated with its
financial assets carried at amortized cost. The impairment methodology applied depends on whether
there has been a significant increase in credit risk. Impairment losses are presented separately in the
consolidated statement of total comprehensive income.
Loss allowances of the Group are measured on either of the following bases:
• 12-month ECL: these are ECL that result from default events that are possible within the 12 months
after the reporting date (or for a shorter period if the expected life of the instrument is less than 12
months); or
• Lifetime ECL: these are ECL that result from all possible default events over the expected life of a
financial instrument or contract asset.
Simplified approach
The Group applies the simplified approach to provide for ECL for all trade receivables. The simplified
approach requires the loss allowance to be measured at an amount equal to lifetime ECL. The expected
loss rates are based on the payment profiles of subscribers and the corresponding historical credit losses
experienced. The historical loss rates are adjusted to reflect current and forward-looking information on
macroeconomic factors such as gross domestic product and inflation rate affecting the ability of the
subscribers to settle the receivables.
General approach
Under the general approach, the loss allowance is measured at an amount equal to 12-month ECL at
initial recognition.
At each reporting date, the Group assesses whether the credit risk of a financial instrument has increased
significantly since initial recognition. When credit risk has increased significantly since initial
recognition, loss allowance is measured at an amount equal to lifetime ECL.
When determining whether the credit risk of a financial asset has increased significantly since initial
recognition and when estimating ECL, the Group considers reasonable and supportable information that
is relevant and available without undue cost or effort. This includes both quantitative and qualitative
information and analysis, based on the Group’s historical experience and informed credit assessment and
includes forward-looking information.
The Group considers a financial asset to be in default when the borrower is unlikely to pay its credit
obligations to the Group in full, without recourse by the Group to actions such as realizing security
(if any is held).
The maximum period considered when estimating ECL is the maximum contractual period over which
the Group is exposed to credit risk.
Measurement of ECL
The measurement of expected credit losses is a function of the probability of default, loss given default
(i.e. the magnitude of the loss if there is a default) and the exposure at default. The assessment of the
probability of default and loss given default is based on historical data adjusted by forward-looking
information as described above. As for the exposure at default, for financial assets, this is represented by
the assets’ gross carrying amount at the reporting date.
At each reporting date, the Group assesses whether financial assets carried at amortized cost are
credit impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental
impact on the estimated future cash flows of the financial asset have occurred.
Evidence that a financial asset is credit-impaired includes the following observable data:
The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that
there is no realistic prospect of recovery. This is generally the case when the Group determines that the
debtor does not have assets or sources of income that could generate sufficient cash flows to repay the
amounts subject to the write-off. However, financial assets that are written off could still be subject to
enforcement activities in order to comply with the Group’s procedures for recovery of amounts due.
Derecognition
Financial assets are derecognized when the rights to receive cash flows from the financial assets have
expired or have been transferred and the Group has transferred substantially all the risks and rewards of
ownership. Any gain or loss arising on derecognition is recognized directly in the consolidated statement
of total comprehensive income and presented in other gains/(losses).
Classification
The Group classifies its financial liabilities as: (i) financial liabilities at fair value through profit or loss,
and (ii) other financial liabilities measured at amortized cost. Financial liabilities under category (i)
comprise of two sub-categories: financial liabilities classified as held for trading and financial liabilities
designated by the Group as at fair value through profit or loss upon initial recognition. Management
determines the classification of its financial liabilities at initial recognition.
The Group did not hold financial liabilities under category (i) during and at the end of each reporting
period.
Other financial liabilities at amortized cost are contractual obligations which are either those to deliver
cash or another financial asset to another entity or to exchange financial assets or financial liabilities with
another entity under conditions that are potentially unfavorable to the Group. These are included in
current liabilities, except for maturities greater than 12 months after the reporting period which are
classified as non-current liabilities.
The Group’s other financial liabilities at amortized cost consist of trade and other liabilities
(excluding deferred output VAT, amounts payable to government agencies and provision for
contingencies), due to related parties, loans payable dividends payable and lease liabilities.
The Group recognizes a financial liability in the consolidated statement of financial position when, and
only when, the Group becomes a party to the contractual provision of the instrument.
Other financial liabilities at amortized cost are initially measured at fair value plus transaction costs.
Subsequently, these are measured at amortized cost using the effective interest rate method.
Derecognition
Other financial liabilities at amortized cost are derecognized when the obligation is paid, settled,
discharged, cancelled or has expired.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date.
The fair value of a non-financial asset is measured based on its highest and best use. The asset’s current
use is presumed to be its highest and best use.
The fair value of financial and non-financial liabilities takes into account non-performance risk, which is
the risk that the entity will not fulfill an obligation.
The Group classifies its fair value measurements using a fair value hierarchy that reflects the significance
of the inputs used in making the measurements. The fair value hierarchy has the following levels:
• quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);
• inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2); and
• inputs for the asset or liability that are not based on observable market data (that is, unobservable
inputs) (Level 3).
The appropriate level is determined on the basis of the lowest level input that is significant to the fair
value measurement.
The fair value of financial instruments traded in active markets is based on quoted market prices at the
reporting period. A market is regarded as active if quoted prices are readily and regularly available from
an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices
represent actual and regularly occurring market transactions on an arm’s length basis. The quoted
market price used for financial assets held by the Group is the most representative price within the bid-
ask spread. These instruments are included in Level 1.
The fair value of assets and liabilities that are not traded in an active market (for example,
over-the-counter derivatives) is determined by using valuation techniques. These valuation techniques
maximize the use of observable market data where it is available and rely as little as possible on entity-
specific estimates. If all significant inputs required to fair value an instrument are observable, the asset
or liability is included in Level 2. If one or more of the significant inputs is not based on observable
market data, the asset or liability is included in Level 3.
The Group’s financial asset at FVTPL representing investment in exchangeable bonds issued by a related
party is carried at fair value determined based on Level 3 category. The fair value measurement of
investment in exchangeable bonds was computed based on the discounted value of future cash flows
using the applicable BVAL rates adjusted for the issuer’s credit spread and premium on the embedded
exchange option. Disclosure of valuation method, significant inputs to the valuation, and sensitivity
analysis relating to the exchangeable bonds are disclosed in Note 24.2.2 (b) cash flow and fair value
interest rate risks.
The carrying value of the financial assets and liabilities classified as current approximates its fair values
as the impact of discounting is not considered significant as these financial assets and liabilities generally
have short-term maturities. The fair value of long-term borrowings also approximates its carrying value
as the nominal interest rates approximate market interest rates.
Financial assets and liabilities are offset and the net amount reported in the consolidated statement of
financial position when there is a legally enforceable right to offset the recognized amounts and there is
an intention to settle on a net basis, or realize the asset and settle the liability simultaneously. The legally
enforceable right must not be contingent on future events and must be enforceable in the normal course
of business and in the event of default, insolvency or bankruptcy of the Group or the counterparty.
The Group does not have financial assets and liabilities that are covered by enforceable master netting
arrangements and other similar agreements.
25.7 Consolidation
25.7.1 Subsidiaries
Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group
is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to
affect those returns through its power over the entity.
Apart from common control business combinations where pooling of interest method is applied
(Note 25.7.3), subsidiaries are fully consolidated from the date on which control is transferred to the Group.
They are deconsolidated from the date that control ceases.
Inter-company transactions, balances and unrealized gains on transactions between group companies
are eliminated. Unrealized losses are also eliminated.
Accounting policies and reporting period of its subsidiaries are consistent with the policies adopted by
and the reporting period of the Parent Company.
A business combination is a common control combination if (a) the combining entities are ultimately
controlled by the same party (or parties) both before and after the combination; and (b) common control
is not transitory. Common control combinations are not restricted to combinations between entities that
are part of the same group. Entities controlled by the same individual shareholder (or group of
shareholders acting together in accordance with a contractual concert arrangement) are also regarded
asunder common control.
Common control business combinations are excluded from the scope of PFRS 3, Business Combinations.
However, there are no specific rules under existing PFRS which prescribe how such transactions shall be
accounted for. In August 2011, the PIC issued Q&A No. 2011-02, PFRS 3.2 - Common Control Business
Combinations, to provide guidance in accounting for common control business combinations in order to
minimize diversity in the current practices until further guidance is provided by the International
Accounting Standards Board (IASB).
The consensus in Q&A No. 2011-02 provides that common control business combinations shall be
accounted for using either (a) the pooling of interests method, or (b) the acquisition method in accordance
with PFRS 3. However, where the acquisition method of accounting is selected, the transaction must have
commercial substance from the perspective of the reporting entity.
In accordance with PIC Q&A No. 2011-02, the Parent Company’s acquisitions of businesses under common
control are accounted for using either the acquisition method or the pooling of interest method, depending
on the specific circumstance of the acquisition.
The Group applied the pooling of interest method when it acquired Pentagon and its subsidiaries. Refer to
Note 1.6 for details of management’s assessment.
There are no acquisitions accounted for under the acquisition method as at and for each of the years ended
December 31 2021 and 2020.
In September 2012, PIC issued PIC Q&A No. 2012-01, PFRS 3.2 - Application of the Pooling of Interests
Method for Business Combinations of Entities under Common Control in Consolidated Financial
Statements, to provide guidance in applying the pooling of interests method once this method is selected by
an entity to account for the common control business combination (after considering the guidance in PIC
Q&A 2011-02).
The pooling of interests method is generally considered to involve the following:
• The assets and liabilities of the combining entities are reflected in the consolidated financial statements
at their carrying amounts. No adjustments are made to reflect fair values, or recognize any new assets
or liabilities, at the date of the combination that otherwise would have been done under the acquisition
method. The only adjustments that are made are those adjustments to harmonize accounting policies.
• No 'new' goodwill is recognized as a result of the combination. Any difference between the
consideration paid or transferred and the equity 'acquired' is reflected within retained earnings and
other equity reserves.
• The consolidated statement of total comprehensive income reflects the results of the combining entities
for the full year, irrespective of when the combination took place.
• Comparatives are presented as if the entities had always been combined.
Refer to Note 1.6 for details of the pooling of interest methodology applied in the acquisition of Pentagon
and its subsidiaries.
Non-controlling interests pertain to the equity in a subsidiary not attributable, directly or indirectly to the
Group. Non-controlling interests represent the portion of profit or loss and net assets in subsidiaries not
wholly-owned and are presented in the consolidated statement of total comprehensive income,
consolidated statement of changes in equity and consolidated statement of financial position, separately
from the equity attributable to the Parent Company.
Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity
holders of the Parent Company and to the non-controlling interests, even if this results in the
non-controlling interests having deficit balance.
There are no subsidiaries with non-controlling interests that are material to the Group as at
December 31, 2021 and 2020.
Transactions with non-controlling interests that do not result in loss of control are accounted for as
equity transactions that is, as transactions with the owners in their capacity as owners. For purchases
from non-controlling interests, the difference between any consideration paid and the relevant share
acquired in the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on
disposals to non-controlling interests are also recorded in equity.
When the Group ceases to have control, any retained interest in the subsidiary is re-measured to its fair
value at the date when control is lost, with the change in carrying amount generally recognized in profit
or loss. The fair value is the initial carrying amount for purposes of subsequently accounting for the
retained interest as an associate, joint venture or financial asset.
Disposal of a subsidiary to a related party within the group it ultimately belongs at other than fair value, is
considered a transaction with a shareholder (that is, there exists a notional capital contribution or
distribution). Accordingly, the difference between the consideration received and the net assets at
divestment date, is recognized as direct charges to retained earnings, under equity.
Cash and cash equivalents include cash on hand, deposits held at call with banks and other short-term
highly liquid investments with original maturities of three months or less and earn interest at the
prevailing bank deposit rates. Cash and cash equivalents are recognized at face value or nominal amount.
25.9 Trade and other receivables, net
Trade receivables are amounts due from subscribers for services performed in the ordinary course of
business. If collection is expected in one year or less (or in the normal operating cycle of the business if
longer), these are classified as current assets. If not, these are presented as non-current assets.
Trade receivables with an average credit term of 30 days are measured at the original invoice amount
(as the effect of discounting is immaterial), less any provision for impairment.
Other receivables are recognized initially at fair value and subsequently measured at amortized cost
using the effective interest rate method, less any provision for impairment.
Network materials and supplies which include installation materials and cable wires are measured
initially at cost. Cost is determined using the moving average method.
Provision for obsolescence is provided for damaged, obsolete and slow-moving network materials and
supplies based on physical inspection and management evaluation. Network materials and supplies and
the related allowance for obsolescence are written-off when the Group has determined that the network
materials and supplies is damaged, obsolete or has become slow-moving for a specified period of time.
Write-offs represent the release of previously recorded provision using the allowance account and
credited to the related inventory account following the disposal of network materials and supplies.
Reversals of previously recorded provision are charged to profit or loss as credit to cost of services based
on the result of management’s update assessment, considering the available facts and circumstances,
including but not limited to net realizable value at the time of disposal.
Network materials and supplies are derecognized when these are sold, issued for installation at
subscriber’s premises or used in construction of certain property, plant and equipment. The carrying
amount of those network materials and supplies sold or issued for installation at subscriber’s premises is
recognized as part of cost of services (reported as materials used) in profit or loss. Upon issuance for
construction of certain property, plant and equipment, assets are also derecognized and transferred as
part of assets under construction.
Other current assets consist of input value-added tax (VAT) and prepaid expenses. Input VAT and
prepaid and non-current expenses are stated at face value less provision for impairment, if any.
Provision for unrecoverable input VAT, if any, is maintained by the Group at a level considered adequate
to provide for potentially uncollectible portion of the claim. The Group, on a continuing basis, reviews
the status of the claim designed to identify those that may require provision for impairment losses.
A provision for unrecoverable input VAT and prepaid taxes is established when there is objective
evidence that the Group will not be able to recover the claims. The carrying amount of the asset is
reduced through the use of an allowance account and the amount of the loss is recognized in profit or loss
within general and administrative expenses.
Prepayments in the form of unused tax credits are derecognized when there is a legally enforceable right
to apply the recognized amounts against the related liability within the period prescribed by the relevant
tax laws.
Input VAT are derecognized when actually collected or disallowed by tax authority or applied/utilized.
These are also classified as non-current assets when related to goods or services that are expected to be
received and rendered more than 12 months after the end of the reporting date.
Prepayments and other assets are recognized in the event that payment has been made in advance of
obtaining right of access to goods or receipt of services and measured at nominal amounts. These are
included in current assets, except when the related goods or services are expected to be received or
rendered more than twelve (12) months after the reporting period which are classified in non-current
assets.
Advances to contractors that will be applied as payments for construction of assets to be classified as
property, plant and equipment are classified as non-current assets.
These are derecognized in the consolidated statement of financial position either with the passage of time
or through use or consumption.
Costs associated with maintaining computer software programs are recognized as an expense as
incurred. Development costs that are directly attributable to the design and testing of identifiable and
unique software products controlled by the Group are recognized as intangible assets when the following
criteria are met:
• it is technically feasible to complete the software product so that it will be available for use;
• management intends to complete the software product and use or sell it;
• there is an ability to use or sell the software product;
• it can be demonstrated how the software product will generate probable future economic benefits;
• adequate technical, financial and other resources to complete the development and to use or sell the
software product are available; and
• the expenditure attributable to the software product during its development can be reliably
measured.
Subsequent to initial recognition, intangible assets with finite useful lives are carried at cost less
accumulated amortization and accumulated impairment losses.
Intangible assets are amortized using the straight-line method over the following estimated useful lives:
In years
Customer list 10
Telecommunication franchise 25
Software and licenses 5
The assets’ residual values and estimated useful lives are reviewed periodically, and adjusted as
appropriate, at each reporting date. Intangible assets are assessed for impairment whenever there is an
indication that the asset may be impaired.
Intangible assets are derecognized upon disposal or when no future economic benefits are expected from
its use or disposal at which time the cost and their related accumulated amortization are removed from
the accounts. Any gains and losses on disposals are recognized in profit or loss during the period of
disposal.
25.13 Property, plant and equipment, net
Property, plant and equipment, except for land, is stated at historical cost less accumulated depreciation
and impairment in value, if any. Land is stated at cost less any impairment in value. The initial cost of
property, plant and equipment comprise its purchase price, including import duties and non-refundable
purchase taxes and any directly attributable cost of bringing the property, plant and equipment to its
working condition and location for its intended use.
The cost of self-constructed assets includes the cost of materials, direct labor and overhead such as
depreciation of equipment and other assets used in the construction of the asset, any other costs directly
attributable to bringing the assets to a working condition for their intended use, the costs of dismantling
and removing the items and restoring the site on which they are located, and borrowing costs on qualifying
assets.
Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow to the
Group and the cost of the item can be measured reliably. Major renovations are depreciated over the
remaining useful life of the related asset or to the date of the next major renovation, whichever is sooner.
Repairs and maintenance are charged to profit or loss during the financial period in which these are
incurred.
Depreciation and amortization are computed on the straight-line method over the following estimated
useful lives of the property, plant and equipment:
In years
Outside plant 25
Inside plant and facilities 5
Customer premise equipment 3
Transportation and heavy equipment 5
Office equipment and furniture 5
Tools and facility equipment 5
Leasehold improvements Lease term or 5 (whichever is shorter)
Assets under construction are stated at cost and are not depreciated until such time as the relevant assets
are completed and ready for operational use. Upon completion, these properties are reclassified to their
relevant property, plant and equipment account.
Fully depreciated property, plant and equipment are retained in the accounts until they are no longer in
use and no further charge for depreciation is made in respect of those assets.
The assets’ residual values and estimated useful lives are reviewed periodically, and adjusted as
appropriate, at each reporting date.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying
amount is greater than its estimated recoverable amount.
The Group derecognizes the carrying amount of its property, plant and equipment upon disposal and
when no future economic benefits are expected from its use or disposal at which time the cost and related
accumulated depreciation and amortization are removed from the accounts. Gains and losses on
disposals are determined by comparing proceeds with carrying amount and are recognized in profit or
loss.
25.14 Investment in joint ventures
Investment in joint ventures are accounted for using the equity method. Under this method, investments
are initially measured at cost which is the fair value of the consideration paid by the Group (as investor)
and includes transaction costs directly attributable to the acquisition. Subsequently, investment in joint
ventures are measured at cost plus post-acquisition changes in the Group’s share in the net assets of the
joint ventures less any allowance for impairment loss. The Group also recognize its corresponding share
in any change in the other comprehensive income of the joint ventures directly in equity. Dividends
received or receivable from joint ventures are recognized as a reduction in the carrying amount of the
investments.
When the Group’s share of losses of a joint venture equals or exceeds its interest in the joint ventures, the
Group discontinues recognizing its share of further losses, unless it has incurred obligations or made
payments on behalf of the joint ventures.
Unrealised gains on transactions between the Group and its joint ventures are eliminated to the extent of
the Group’s interest in these entities. Unrealised losses are also eliminated unless the transaction
provides evidence of an impairment of the asset transferred.
The carrying amount of equity-accounted investments is tested for impairment in accordance with the
policy described in 25.15.
The Group discontinues the use of the equity method when its investment ceases to be a joint venture.
The Group shall account for all amounts previously recognized in other comprehensive income in
relation to that investment on the same basis as would have been required if the investee had directly
disposed of the related assets or liabilities.
Non-financial assets that have definite useful lives, such as property, plant and equipment, intangible
assets and right-of-use assets are subject to depreciation or amortization and reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its
recoverable amount. The recoverable amount is the higher of an asset’s fair value less cost to sell and
value in use. For the purpose of assessing impairment, assets are grouped at the lowest levels for which
there are separately identifiable cash flows (cash-generating units). Value in use requires the Group to
make estimates of future cash flows to be derived from the particular asset and discount them using a
pre-tax market rate that reflects current assessments of the time value of money and the risks specific to
the asset.
Impairment losses, if any, are recognized in profit or loss within other expenses in the consolidated
statement of total comprehensive income. Non-financial assets that have been impaired are reviewed for
possible reversal of the impairment at each reporting period. When impairment loss subsequently
reverses, the carrying amount of the assets or cash-generating unit is increased to the revised estimate of
its recoverable amount, but the increased carrying amount should not exceed the carrying amount that
would have been determined had no impairment loss has been recognized for the asset or
cash-generating unit in prior years. Reversals of previously recorded impairment provisions are credited
against provision account in profit and loss.
Trade and other liabilities are obligations to pay for related money received, goods or services that have
been acquired in the ordinary course of business from purchase of goods or services or transactions with
customers (subscriber’s deposits and deferred output VAT).
Trade and other liabilities are recognized in the period in which the related money, goods or services are
received or when a legally enforceable claim against the Group is established or when the corresponding
assets or expenses are recognized. These are classified as current liabilities if payment is due within one
year or less. If not, they are presented as non-current liabilities.
Borrowings are recognized initially at fair value, net of transaction costs incurred, whenever the amounts
are considered significant or material. Borrowings are subsequently stated at amortized cost; any
difference between the proceeds and the redemption value is recognized in profit or loss over the period
of the borrowings using the effective interest method. Borrowings are classified as current liabilities
unless (a) the terms of the agreement state that the maturity date is 12 months after the reporting date,
or (b) the Group has an unconditional right to defer settlement of the liability for more than twelve (12)
months after the reporting period. These are derecognized when paid and/or extinguished.
General and specific borrowing costs are capitalized if they are directly attributable to the acquisition,
construction or production of a qualifying asset. Qualifying assets are assets that necessarily take a
substantial period of time to get ready for their intended use or sale. Capitalization of borrowing costs
commences when the activities to prepare the asset for its intended use or sale are in progress and the
expenditures and borrowing costs are incurred. Borrowing costs are capitalized until the assets are
substantially completed for their intended use or sale. Capitalized borrowing costs are subsequently
charged to profit or loss through depreciation over the qualifying asset’s useful life or when the qualifying
asset is sold.
All other borrowing costs are charged as incurred to profit or loss within finance cost.
25.18 Equity
The Group’s share capital is composed of common and preferred shares with par or stated value. The
amount of proceeds from the issuance or sale of shares representing the aggregate par or stated value is
credited to share capital. Proceeds in excess of the aggregate par or stated value of shares, if any are
credited to additional paid-in capital. Incremental cost directly attributable to the issuance of new shares
are shown in equity as a deduction from the proceeds, net of tax.
Non-derivative instruments that are or might be settled in shares can be classified as equity only if there
is no contractual obligation for the entity to deliver a variable number of its own equity instruments
(and, additionally, the instrument contains no contractual obligation to deliver cash or another financial
asset).
The Group’s convertible preferred shares as at December 31, 2021 are issued with various rights as
described in Note 13. These are convertible to fixed number of shares and do not have redemption
option. As such, these do not create a liability component. In accordance with the substance of the
contractual arrangements and the intention of the parties involved, the Group classified its preferred
shares as part of equity.
Retained earnings
Retained earnings pertain to the accumulated profit from the operations of the Group.
Appropriation of retained earnings is recognized based on the provisions of the Corporation Code of the
Philippines and by approval of the Group’s BOD. The Group’s BOD release retained earnings from
appropriation when the purpose of such appropriation has been completed.
Dividend distribution to the Group’s shareholders is recognized as a liability in the consolidated financial
statements in the period in which the dividends are approved by the Group’s BOD.
Revenue is measured based on the consideration specified in a contract with a customer. The Group
recognizes revenue when it transfers control over a product or service to a customer.
The following is a description of principal activities from which the Group generates its revenue.
Service revenues
Revenues are principally derived from providing the following telecommunications services: data
services from internet and installation and corporate services including network service solutions. When
determining the amount of revenue to be recognized in any period, the overriding principle followed is to
match the revenue with the provision of service. Services may be rendered separately or together with
goods or other services. The specific recognition criteria are as follows:
Subscribers
Postpaid service arrangements include fixed monthly charges generated from postpaid data services
through postpaid plans primarily from data and other network services and leased line services. Services
provided to postpaid subscribers are billed throughout the month according to the billing cycles of
subscribers. Fees are recognized over time based on a straight-line or monthly basis as services are
provided essentially on a pro-rata basis and the terms of the contract support monthly basis accounting.
Services availed by subscribers in addition to these fixed fee arrangements are charged separately and
recognized as the additional service is provided or as availed by the subscribers.
Non-recurring upfront fees such as installation fees charged to subscribers for connection to the Group’s
network are deferred and recognized as revenue over the term of the subscription contract. The related
incremental costs are similarly deferred and recognized over the same period in the Group’s consolidated
statement of total comprehensive income, if such costs are expected to be recovered.
Subscription and other service fees are normally billed according to the bill cycle of a subscriber. The
subscriber pays the fixed amount based on the bill cycle. If the performance obligations fulfilled by the
Group exceed the total payments received to date, a contract asset is recognized. If the total payments
received to date exceed the performance obligation fulfilled, a contract liability is recognized and is
presented as deferred revenue. The contract assets are transferred to trade receivables when the Group’s
rights to the contract consideration become unconditional. A right to consideration is unconditional if
only the passage of time is required before payment of that consideration is due.
Deferred contract costs
Incremental costs to obtain a contract with customers such as subscriber acquisition costs and costs to
fulfill the contract such as installation costs are capitalized as deferred contract costs if the Group expect to
recover those costs. Deferred contract costs are stated at cost less accumulated amortization and
impairment losses. Deferred contract costs are amortized on a straight-line basis over the term of the
subscription period of up to two (2) years from the date of activation of the subscription. Amortization of
deferred contract costs are presented as part of cost of services in profit or loss.
Impairment losses are recognized to the extent that the carrying amount of the deferred contract costs
exceed the net of (i) remaining amount of consideration that the Group expects to receive in exchange for
the goods or services to which the asset relates, less (ii) any costs that relate directly to providing those
goods or services that have not yet been recognized as expenses.
Financing components
The Group does not expect to have any contracts where the period between the transfer of the promised
goods or services to the customer and payment by the customer exceeds one year. Consequently, the Group
does not adjust any of the transaction prices for the time value of money.
Multiple-deliverable arrangements
In revenue arrangements, which involve bundled sales of materials (non-service component) and
telecommunication services (service component), the total arrangement consideration is allocated based
on the relative stand-alone selling prices of each distinct performance obligation. Stand-alone selling
price is the price at which the Group sells the goods or services separately to a customer. However, if
goods or services are not currently offered separately, the Group uses the cost-plus margin method to
determine the stand-alone selling price to be used in the revenue allocation.
Interest income
Interest income is recognized on a time-proportion basis using the effective interest method. Interest
income from bank deposits is presented net of applicable tax withheld by the banks.
Other income
Costs and expenses are recognized in the consolidated statement of total comprehensive income when
decrease in future economic benefit related to a decrease in an asset or an increase in a liability has
arisen that can be measured reliably. Costs and expenses are recognized in the consolidated statement of
total comprehensive income:
• on the basis of a direct association between the costs incurred and the earning of specific items of
income;
• on the basis of systematic and rational allocation procedures when economic benefits are expected
to arise over several accounting periods and the association can only be broadly or indirectly
determined; or
• immediately when expenditure produces no future economic benefits or when, and to the extent
that, future economic benefits do not qualify or cease to qualify, for recognition in the consolidated
statement of financial position as an asset.
Costs and expenses in the consolidated statement of total comprehensive income are presented using
the function of expense method.
25.22 Employee benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the
related service is provided.
A liability is recognized for the amount expected to be paid under short-term cash bonus if the Group has a
present legal or constructive obligation to pay this amount as a result of past service provided by the
employee and the obligation can be estimated reliably.
The Group has adopted Conworks Multiemployer Retirement Plan (the “Plan”) effective
September 1, 2021. The plan is a non-contributory and of the final salary defined benefit type. The Plan
provides a retirement benefit equal to 104% of the plan salary for every year of credited service. Benefits
are paid in lump sum upon retirement or separation in accordance with the terms of the Plan.
Prior to adoption of the Plan, the Group provided for retirement benefits required to be paid under
Republic Act (RA) No. 7641 to qualifying employees. Under RA No. 7641, in the absence of a retirement
plan or agreement providing for retirement benefits of employees in the private sector, an employee
upon reaching the age of 60 years or more, but not beyond 65 years, who has served at least 5 years in a
private company, may retire and shall be entitled to retirement pay equivalent to at least one-half month
salary plus one twelfth of the 13th month pay and cash equivalent of not more than 5 days of service
incentive leaves for every year of service (or 100% of monthly salary), a fraction of at least 6 months
being considered as one whole year.
The liability recognized in the consolidated statement of financial position in respect of defined benefit
retirement plans is the present value of the defined benefit obligation at the end of the reporting period.
The defined benefit obligation is calculated annually by independent actuaries using the projected unit
credit method. The present value of the defined benefit obligation is determined by discounting the
estimated future cash outflows using interest rates of government bonds that are denominated in
Philippine Peso, the currency in which the benefits will be paid, and that have terms to maturity
approximating the terms of the related retirement obligation.
Remeasurements arising from experience adjustments and changes in actuarial assumptions are charged
or credited in other comprehensive income in the period in which they arise.
The net interest cost is calculated by applying the discount rate to the balance of the defined benefit
obligation. This cost is included in employee benefit expense in profit or loss.
The Group provides long-term incentives to certain executive officers, employees and other eligible
participants in the form of share options.
The fair value of options granted is recognized as an employee benefits expense, with a corresponding
increase in equity. The total amount to be expensed is determined by reference to the fair value of the
options granted:
• including any market performance conditions (e.g. the entity’s share price);
• excluding the impact of any service and non-market performance vesting conditions (e.g.
profitability, sales growth targets and remaining an employee of the entity over a specified time
period); and
• including the impact of any non-vesting conditions (e.g. the requirement for employees to save or
hold shares for a specific period of time).
The total expense is recognized over the vesting period, which is the period over which all of the
specified vesting conditions are to be satisfied. At the end of each period, the Group revises its
estimates of the number of options that are expected to vest based on the non-market vesting and
service conditions. It recognizes the impact of the revision to original estimates, if any, in profit or loss,
with a corresponding adjustment to equity.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of
earnings per share.
Termination benefits are payable when employment is terminated by the Group before the normal
retirement date, or whenever an employee accepts voluntary redundancy in exchange for these benefits.
The Group recognizes termination benefits at the earlier of the following dates: (a) when the Group can
no longer withdraw the offer of those benefits; and (b) when the Group recognizes costs for a
restructuring that is within the scope of PAS 37 and involves the payment of termination benefits. In the
case of an offer made to encourage voluntary redundancy, the termination benefits are measured based
on the number of employees expected to accept the offer. Benefits falling due more than twelve months
after the end of the reporting period are discounted to their present value.
25.23 Leases
Assets and liabilities arising from a lease are initially measured on a present value basis. The interest
expense is recognized in the profit or loss over the lease period so as to produce a constant periodic rate
of interest on the remaining balance of the liability for each period. The right-of-use asset is depreciated
over the shorter of the asset's useful life and the lease term on a straight-line basis.
Lease liabilities include the net present value of the following lease payments:
• fixed payments (including in-substance fixed payments), less any lease incentives receivable;
• variable lease payment that are based on an index or a rate;
• amounts expected to be payable by the lessee under residual value guarantees;
• the exercise price of a purchase option if the lessee is reasonably certain to exercise that option; and
• payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that
option.
Lease payments to be made under reasonably certain extension options are also included in the
measurement of the liability.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be
readily determined, which is generally the case for the Group’s leases, the lessee’s incremental borrowing
rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to
obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar
terms, security and conditions.
• where possible, uses recent third-party financing received by the individual lessee as a starting point,
adjusted to reflect changes in financing conditions since third party financing was received,
• uses a build-up approach that starts with a risk-free interest rate adjusted for credit risk for leases
held for entities which do not have recent third-party financing, and
• makes adjustments specific to the lease (i.e. term, currency and security).
The Group is exposed to potential future increases in variable lease payments based on an index or rate,
which are not included in the lease liability until they take effect. When adjustments to lease payments
based on an index or rate take effect, the lease liability is reassessed and adjusted against the right-of-use
asset.
Lease payments are allocated between principal and interest expense. The interest expense is charged to
profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining
balance of the liability for each period.
Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term
on a straight-line basis. If the Group is reasonably certain to exercise a purchase option, the right-of-use
asset is depreciated over the underlying asset’s useful life.
In determining the lease term, management considers all facts and circumstances that create an
economic incentive to exercise an extension option, or not exercise a termination option. Extension
options (or periods after termination options) are only included in the lease term if the lease is
reasonably certain to be extended (or not terminated). The lease term is reassessed if an option is
actually exercised (or not exercised) or the Group becomes obliged to exercise (or not exercise) it. The
assessment of reasonable certainty is revised only if a significant event or a significant change in
circumstances occurs, which affects this assessment, and that is within the control of the lessee.
Payments associated with short-term leases and leases of low-value assets are recognized on a
straight-line basis as an expense in the profit or loss. Short-term leases are leases with a lease term of 12
months or less. Low-value assets comprise IT-equipment.
Agreements for the use of connectivity networks where the Group has the right to use specified
wavelengths meet the definition of an intangible asset. As allowed by PFRS 16, the Group treats such
arrangements as containing lease of intangible assets and are recognized as part of right-of-use assets
(within network assets and co-located sites) in the consolidated statement of financial position.
Agreements where the Group uses only a portion of capacity of the cable which is not physically distinct
from the remaining capacity of the cable, does not represent substantially all of the capacity of the cable
and where the Group has no right to use a specific wavelength are treated as arrangements for the
delivery of a service.
Where the Group is the lessor
Leases where the Group does not transfer substantially all the risks and benefits of ownership of the asset
are classified as operating lease. Operating lease payments received are recognized as an income on a
straight-line basis over the lease term.
Leases in which substantially all the risks and rewards of ownership are transferred to the lessee are
classified as finance leases. When assets are leased out under a finance lease, the net investment in the
lease is recognized as a finance lease receivable. Net investment in the lease is equal to the minimum
lease payments receivable by the lessor discounted at the interest rate implicit in the lease at the
inception date plus any unguaranteed residual value accruing to the lessor. Initial direct costs are
included in the initial measurement of the finance lease receivable and reduce the amount of income
recognized over the lease term.
Finance lease income is recognized over the term of the lease using the effective interest method, which
reflects a constant periodic rate of return.
A sale and leaseback transaction involves the transfer of an asset by an entity (the seller-lessee) to
another entity (the buyer-lessor) and the leaseback of the same asset by the seller-lessee. When a
seller-lessee has undertaken a sale and lease back transaction with a buyer-lessor, both the seller-lessee
and the buyer-lessor must first determine whether the transfer qualifies as a sale. This determination is
based on the requirements for satisfying a performance obligation in PFRS 15 ‘Revenue from contracts
with customers’. If the transfer qualifies as a sale and the transaction is on market terms, the
buyer-lessor accounts for the purchase in accordance with the applicable standards (e.g. PAS 16
‘Property, plant and equipment’ if the asset is property, plant or equipment or PAS 40 ‘Investment
property’ if the property is investment property). The lease is then accounted for as either a finance lease
or an operating lease using PFRS 16’s lessor accounting requirements. Adjustments are required if
consideration for the sale is not at fair value and/or payments for the lease are not at market rates. These
adjustments result in recognition of:
If the transfer does not qualify as a sale the parties account for it as a financing transaction. This means
that the buyer-lessor has not purchased the underlying asset and therefore does not recognize the
transferred asset on the consolidated statement of financial position. Instead, the buyer-lessor accounts
for the amounts paid to the seller-lessee as a financial asset in accordance with PFRS 9. From the
perspective of the buyer-lessor, this arrangement is a financing transaction.
Provisions are recognized when the Group has a present legal or constructive obligation as a result of
past events, it is more likely than not that an outflow of resources will be required to settle the obligation
and the amount can be reliably estimated. Provisions are not recognized for future operating losses.
Where there are a number of similar obligations, the likelihood that an outflow will be required in
settlement is determined by considering the class of obligations as a whole. A provision is recognized
even if the likelihood of an outflow with respect to any one item included in the same class of obligations
may be small.
Provisions are measured at the present value of the expenditures expected to be required to settle the
obligation using a pre-tax rate that reflects current market assessment of the time value of money and the
risks specific to the obligation. The increase in the provision due to passage of time is recognized in profit
or loss.
Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best
estimate. If it is no longer probable that an outflow of resources embodying economic benefits will be
required to settle the obligation, the provision is reversed and derecognized in the consolidated
statement of financial position.
Provisions are derecognized when the related legal or contractual obligation is discharged, cancelled or
expired.
Income tax expense recognized in profit or loss during the period comprises of current and deferred
income tax (DIT), except to the extent that it relates to items recognized in other comprehensive income.
The current income tax charge is calculated on the basis of tax laws enacted or substantively enacted at
the end of the reporting period. Management periodically evaluates positions taken in tax returns with
respect to situations in which applicable tax regulation is subject to interpretation. It establishes
provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
DIT is recognized on all temporary differences arising between the tax bases of assets and liabilities and
their carrying amounts in the consolidated financial statements. DIT is determined using tax rates and
laws that have been enacted or substantively enacted by the end of the reporting period and are expected
to apply when the related DIT asset is realized or the deferred income tax liability is settled.
DIT assets are the amounts of income taxes recoverable in future periods in respect of all deductible
temporary differences. DIT assets are recognized to the extent it is probable that future taxable profit will
be available against which the temporary differences can be utilized. DIT liabilities are the amounts of
income taxes payable in future periods in respect of taxable temporary differences.
DIT assets and liabilities are offset when there is a legally enforceable right to offset current tax assets
against current tax liabilities and when the DIT assets and liabilities relate to income taxes levied by the
same taxation authority where there is an intention to settle the balances on a net basis.
Related party relationship exists when one party has the ability to control, directly or indirectly through
one or more intermediaries, the other party or exercise significant influence over the other party in
making financial and operating decisions. Such relationship also exists between and/or among entities
which are under common control with the reporting enterprise, or between, and/or among the reporting
enterprise and its key management personnel, directors, or its shareholders. In considering each
possible related party relationship, attention is directed to the substance of the relationship, and not
merely the legal form.
Items included in the consolidated financial statements of the Group are measured using the currency of
the primary economic environment in which the entity operates (the “functional currency”). The
consolidated financial statements are presented in Philippine Peso, which is the Group’s functional and
presentation currency.
Foreign currency transactions are translated into Philippine Peso using the exchange rates prevailing at
the dates of the transaction. Foreign exchange gains and losses resulting from the settlement of foreign
currency transactions and from the translation at the year-end exchange rates of monetary assets and
liabilities denominated in foreign currencies are recognized in profit or loss.
25.28 Segment reporting
Operating segments, and the amounts of each segment item reported in the consolidated financial
statements, are identified from the financial information provided regularly to the Group’s most senior
executive management for the purposes of allocating resources to, and assessing the performance of, the
Group’s various lines of business.
Individually material operating segments are not aggregated for financial reporting purposes unless the
segments have similar economic characteristics and are similar in respect of the nature of products and
services, the nature of production processes, the type or class of customers, the methods used to
distribute the products or provide the services, and the nature of the regulatory environment. Operating
segments which are not individually material may be aggregated if they share a majority of these criteria.
The Group’s management assesses the performance and allocates the resources of the Group as a whole,
as all of the Group’s activities are considered to be primarily the operation of fixed telecommunications
network services. Therefore, management considers there is only one operating segment under the
requirements of PFRS 8, Operating Segments. In this regard, no segment information is presented.
Basic EPS is computed by dividing net income attributable to common stock by the weighted average
number of common shares outstanding, after giving retroactive effect for any stock dividends, stock splits
or reverse stock splits during the period.
Diluted EPS is computed by dividing net income attributable to common shareholders by the weighted
average number of common shares outstanding during the period, after giving retroactive effect for any
stock dividends, stock splits or reverse stock splits during the period, and adjusted for the effect of
dilutive convertible preferred shares and dilutive options. If the required dividends to be declared on
convertible preferred shares divided by the number of equivalent common shares, assuming such shares
are converted, would decrease the basic EPS, then such convertible preferred shares would be deemed
dilutive. Outstanding stock options will have a dilutive effect under the treasury stock method only when
the average market price of the underlying common share during the period exceeds the exercise price of
the option. Where the effect of the assumed conversion of the preferred shares and exercise of all
outstanding options have anti-dilutive effect, basic and diluted EPS are stated at the same amount.
Subsequent events that provide additional information about the Group’s position at the financial
reporting date (adjusting events) are reflected in the consolidated financial statements. Subsequent
events that are not adjusting events are disclosed in the notes to consolidated financial statements when
material.
CONVERGE INFORMATION AND COMMUNICATIONS TECHNOLOGY SOLUTIONS, INC.
AND SUBSIDIARIES
SUPPLEMENTARY SCHEDULES AS REQUIRED BY THE REVISED SRC RULE 68
DECEMBER 31, 2021
Schedules Description
A Financial Assets
G Share Capital
Short-term placements
Bank of the Philippine Islands - 10,000,000 149
Banco de Oro - 1,223,976,000 14,858,471
*As required by SRC Rule 68, this schedule shall be filed with respect to each person among the directors, officers and employees from whom an aggregate
indebtedness of more than P1 million or one percent (1%) of total assets, whichever is less, is owed for items arising outside the ordinary course of business.
There were no advances with respect to each person among the directors, officers and employees amounting to more than P1 million outside the ordinary
course of business as of December 31, 2021.
CONVERGE INFORMATION AND COMMUNICATIONS TECHNOLOGY SOLUTIONS, INC.
AND SUBSIDIARIES
SCHEDULE C - AMOUNTS RECEIVABLE FROM RELATED PARTIES WHICH ARE ELIMINATED
DURING THE CONSOLIDATION OF THE FINANCIAL STATEMENTS
DECEMBER 31, 2021
Title of Issue and type of Amount authorized by Current portion of Non-current portion of
obligation indenture long-term debt long-term Debt Notes
Bank Borrowings - 305,000,000 610,000,000 • Interest rate ranges from 4.50% to 5.75% per annum subject to
quarterly repricing
• Payable in equal quarterly installments starting
February 24, 2019 and matures on November 24, 2024
Bank Borrowings - 1,003,019,946 3,988,156,853 • Interest rate ranges from 4.92% to 5.25% per annum based on
prevailing market interest rate
• Payable in equal quarterly installments starting
March 23, 2022 and matures on December 23, 2026
Bank Borrowings 8,000,000,000 10,858,971 6,942,964,999 • Interest rate ranges from 3.98% to 4.75% per annum based on
prevailing market interest rate
• Payable in equal quarterly installments starting February 26, 2023
and matures on November 27, 2027
• With unused credit facility, available for withdrawal until June 5,
2024
Bank Borrowings 1,500,000,000 - - • Interest rate based on prevailing market interest rate subject to
quarterly repricing
• Available for withdrawal until December 30, 2022
• As at December 31, 2021, there is no outstanding balance from
this facility
Bank Borrowings - 680,088,596 845,243,620 • Interest rate ranges from 4.50% to 5.25% per annum subject to
quarterly repricing
• Payable in equal quarterly installments starting
June 7, 2021 and matures on March 7, 2024
CONVERGE INFORMATION AND COMMUNICATIONS TECHNOLOGY SOLUTIONS, INC.
AND SUBSIDIARIES
SCHEDULE D - LONG TERM DEBT, CONT’D
DECEMBER 31, 2021
Title of Issue and type of Amount authorized by Current portion of Non-current portion of
obligation indenture long-term debt long-term Debt Notes
Bank Borrowings 1,500,000,000 6,201,976 3,468,954,037 • Interest rate ranges from 4.36% to 4.5% per annum
• Payable in equal quarterly installments starting
September 18, 2023 and matures on June 16, 2028
Bank Borrowings 4,000,000,000 1,540,572 991,703,230 • Interest rate at 4.5% per annum
• Payable in equal quarterly installments starting
September 1, 2023, matures on June 1, 2028
Bank Borrowings - 992,500,000 - • Interest rate at 2.75% per annum
• Payable lump sum on August 22, 2022
Bank Borrowings 1,000,000,000 - - • Subject to interest at prevailing market rate
• Available for withdrawal until January 31, 2022
• As at December 31, 2021, there is no outstanding balance from
this facility.
Bank Borrowings 3,000,000,000 - - • Subject to interest at prevailing market rate
• Available for withdrawal until August 27, 2022.
Bank Borrowings 2,000,000,000 - - • Subject to interest at prevailing market rate
• Available for withdrawal until October 2024
• As at December 31, 2021, there is no outstanding balance from
this facility.
Bank Borrowings 500,000,000 - - • Subject to interest at prevailing market rate
• Available for withdrawal until February 28, 2022.
• As at December 31, 2021, there is no outstanding balance from
this facility.
21,500,000,000 2,999,210,061 16,847,022,739
CONVERGE INFORMATION AND COMMUNICATIONS TECHNOLOGY SOLUTIONS,
INC. AND SUBSIDIARIES
SCHEDULE E - INDEBTEDNESS TO RELATED PARTIES (LONG-TERM LOANS FROM RELATED
COMPANIES)
DECEMBER 31, 2021
Loans payable
dLoans payable / Total equity
eTotal assets / Total equity
fLTM Earnings before interest, taxes, depreciation and amortization / LTM interest expense
gParent Company’s LTM earnings before interest, taxes, depreciation and amortization / Parent
Company’s LTM annual debt service requirements due over the same corresponding period which
are the interests, principal and lease payments
hLoans payable less cash and cash equivalents/ LTM earnings before interest, taxes, depreciation and
amortization
iNet income attributable to ordinary equity holders of the Parent Company / Weighted average number of
ordinary shares
Earnings per share information have been retroactively adjusted to reflect the stock split
jTotal equity less Preferred Equity / Total number of shares outstanding
Book value per share information have been retroactively adjusted to reflect the stock split
kNet income attributable to owners of the Parent Company / Average total assets
lNet income attributable to owners of the Parent Company / Average total equity
mNet income / Revenues
Converge Information and Communications Technology Solutions, Inc. and
Subsidiaries
It’s been two years into the crisis and thoughts have shifted to adapting to the
new realities and concerns for sustainability. Specifically, how can one embark on a
sustainability journey when it is paved with pandemics and other disruptions?
The past two years have shown that the wide availability of internet infrastructure and
services is no longer just a lifeline for many, but fundamental to building resilient and
strong societies. To build back better, Converge believes in turning these disruptions
into opportunities that can be leveraged for good to create a more sustainable and
inclusive world.
Table of Contents
77 GRI Index
34 Going the Distance for Our People
We first disclosed our sustainability performance in our 2020 Sustainability Report, which discussed
areas that had the most impact on our sustainability. From 19 material topics in 2020, we have since
expanded our focus areas and identified 25 material EESG topics where we believe we can contribute
most to the achievement of the United Nations’ Sustainable Development Goals (UN SDGs).
This 2021 report covers the activities and developments of Converge and our subsidiaries for the
fiscal year January 1 to December 31, 2021. As Exhibit 2 of the Securities and Exchange Commission
(SEC) Form 17-A Report, it complies with Memorandum Circular No. 4, Series of 2019 (Sustainability
Reporting Guidelines for Publicly-Listed Companies) of the Philippine SEC. It should be read together
with our 2021 Annual Report and the full SEC Form 17-A Report.
The report has been prepared in accordance with the Global Reporting Initiative (GRI) Standards (2016):
Core Option (refer to page 77). It also contains disclosures recommended under the Telecommunications
Sustainability Accounting Standard (Version 2018-10) of the Sustainability Accounting Standards Board
(SASB, refer to page 87). We also disclose our contributions to the UN SDGs (refer to page 72).
A digital copy of this report may be downloaded from our website: https://cnvrge.co/Sustainability
We welcome your feedback on the content of this report and our sustainability performance. Please
send your questions or comments to sustainability@convergeict.com.
Going the Distance for a Sustainable Future / 2021 Sustainability Report 03
About Converge
GRI: 102-1, 102-2, 102-3, 102-5, 102-8, 102-9, 102-10, 102-13, 102-45, 102-48
Location of History
Vision Headquarters
14 years (incorporated in 2007)
World-class ICT organization that
New Street Building
empowers people, businesses, and Mc Arthur Highway
the nation to be their best Our Balibago
Organization Angeles City
Ownership and Legal Form:
2009 Pampanga
Philippines
Converge Information and Technology
Solutions, Inc. is a publicly listed
Integrity
Customer Focus
Subsidiaries:
Teamwork
Empowerment • Converge ICT Solutions Global
Ltd. (100% owned, incorporated in
Excellence Hong Kong)
Velocity • Metroworks ICT Construction, Inc.
(100% owned)
• Converge ICT Singapore Pte Ltd.
(100% owned, incorporated in
Singapore)
• Pentagon Holding Co. Inc.
(formerly Pentagon Real Properties
Unlimited, Inc. - 99% owned)
Going the Distance for a Sustainable Future / 2021 Sustainability Report 05
Residential: Residential:
• FiberX
With almost 1.7 million consumers
• FiberX Time of Day
Products Markets Served being served as the 2nd-largest fixed
• FiberXtra
and Services wired home broadband provider
• FiberX Seamless Whole Home Wifi
• Air Internet
• Vision (in partnership with Pacific
KabelNet Holding Co., Inc.)
Enterprises:
Joint Message
GRI 102-14
Dear Stakeholders,
At Converge, we believe that sustainable governance and practice go hand in hand with financial
growth. It is only with a view to a sustainable future can we maintain our present growth momentum.
In 2021, we released our Sustainability Commitment, our guiding principle in becoming a globally
competitive and sustainable company.
Thus, we declared: “We empower the Filipino people and the nation through technology. We respect
humanity and the environment as we create a prosperous and sustainable future for all.”
This commitment stands on four pillars which are anchored on our Vision and Mission:
1. Delighting our customers by taking care of our own;
2. Operating a sustainable company and leading it with integrity and good governance;
3. Giving back to the planet; and
4. Creating positive community impact.
With the framework in place and under the guidance of the Board Risk Oversight Committee (BROC),
we have crafted a Sustainability Strategy and Plan — a living document on Converge’s agenda on
managing its economic, environmental, and social impact.
08
Our pledge to build a sustainable business came at a time when the country was grappling
with the new norms on social distancing, remote communication, and telecommuting in
response to the global COVID-19 pandemic.
We in the Information Communication and Technology industry became the lifeline for
work-from-home arrangements, online classes, entertainment and retail, and for keeping
individuals connected to vital services, including health and public information.
With our pure fiber technology, we were in the best position to deliver the urgently
needed reliable connectivity to underserved and unserved areas in the country. To serve
this demand, we accelerated our network rollout amid the pandemic as we endeavored to
empower our people, not just to survive, but even thrive, during the global health crisis.
To embed sustainability into the way we run the business, we have incorporated it as a
perspective into the Converge Strategy Map, ensuring that every facet of our operations
aligns with our sustainability pledge.
In 2020, we focused our efforts on meeting the Securities and Exchange Commission’s
Sustainability Reporting Guidelines for Publicly-Listed Companies.
In 2021, we refined our disclosures to focus on the Global Reporting Initiative’s (GRI)
and Sustainability Accounting Standards Board’s (SASB) Reporting Standards. These
two frameworks complement and reinforce each other, providing a holistic materiality
assessment that takes into account both investors’ and general stakeholders’ needs.
These strides toward sustainability are not taking place in a vacuum. These are set against a
backdrop of broader, global shifts, foremost of which is climate change.
Well aware of the global commitments in the 2021 United Nations Climate Change
Conference (COP 26) to maintain a livable climate and its impact on vulnerable countries like
the Philippines, we at Converge are committed to do our part to create a sustainable future
for the next generation.
Going the Distance for a Sustainable Future / 2021 Sustainability Report 09
We also began the transition in energy source from coal to geothermal energy for our Pasig office
in Metro Manila. The facility in which our data center is located is now running on 100% clean
energy. We are targeting to reduce our greenhouse gas scope 2 emissions by 75% by 2030, and
achieve Net Zero by 2050.
We have set up our sustainability organization and other elements to operationalize our
sustainability initiatives such as process and data. Our progress is gradual but steady, and we
are proud of where we are.
In the medium term, we have set for ourselves an aggressive program for each of the four
pillars in our framework. Each of the pillars has targets. These are aligned with GRI, SASB, UN
SDGs, and relevant industry and national goals.
In 2023, we intend to seek external assurance for our 2022 Sustainability Report, and
leverage technology to improve the effectiveness of our strategy execution and performance
management.
Looking ahead, the key challenge to tackle is creating a strong sustainability culture that puts
Environmental, Social, and Governance (ESG) criteria front and center in day-to-day decision
making.
Sustainability is a continuous journey that everyone needs to embrace for a better business
environment and planet.
We would like to thank everyone for your continuous support to our common goal of going
the distance for our nation, communities, customers, employees, and planet.
Sustainability at Converge means being able to empower the Filipino people and the nation through technology, and respecting humanity and the
environment as we create a prosperous nation and sustainable future for all.
This sustainability commitment is inextricably linked with our aspiration to digitize the country for a sustainable and prosperous future. We aspire to
build a business focused on providing high-speed fixed broadband to millions of unserved and underserved households and businesses across the
Philippines. This means constantly going the distance to ensure that the products and services we offer have the best value in the market and enable
our customers to #ExperienceBetter.
Our Journey to Sustainability • Visioning: We held a series of workshops and discussions with
Our sustainability reporting journey started in 2020 when we became a management to update the materiality assessment, determine
publicly listed company and filed our first sustainability report with the Environmental, Social, and Governance (ESG) targets, craft a roadmap,
Philippine Securities and Exchange Commission (SEC) in 2021. and establish internal monitoring processes. These workshops led
to the development of our key sustainability pillars and strategies to
We advanced our journey by developing our sustainability commitment establish our sustainability framework. We consulted key stakeholders
and conducting the following activities in 2021: to identify relevant metrics and targets to disclose.
• Diagnostics: We conducted a diagnostic survey to assess our current • Framework and Commitment Setting: We finalized our Sustainability
state and understanding of how sustainability can be integrated into Framework and obtained Executive Management and Board approval.
our business. The survey results were used to develop appropriate Sustainability-related initiatives and key performance indicators were
strategies and action plans to improve our overall sustainability integrated into our strategic focus areas and corporate performance
practice. management processes.
Going the Distance for a Sustainable Future / 2021 Sustainability Report 11
Charting our
Sustainable journey
12
Sustainability Governance
We have established committees and groups
Sustainability GOVERNANCE Structure that influence the decisions and actions we
take with respect to sustainability, and their
corresponding responsibilities:
• Sustainability Council • Audit and Related Party Transactions We aim to further improve our sustainability
Committee practices by:
» Communicates the importance of
sustainability throughout the organization » Oversees internal controls over sustainability • amending policies and procedures to
» Provides overall guidance and governance in reporting incorporate ESG considerations
establishing and executing the sustainability » Oversees Internal Audit function in the • embedding sustainability into our day-to-day
strategy, including the relevant topics to the provision of independent assurance over operations and decision making
appropriate business unit partner ESG disclosures
• managing our sustainability project portfolio
» Regularly reviews our sustainability
performance and strategies • tracking our performance versus our
• Internal Audit sustainability goals
» Reviews reporting metrics for relevancy, • exploring automation opportunities in our
• Sustainability Core Team accuracy, timeliness and consistency sustainability reporting
» Defines and monitors sustainability key » Reviews reporting for consistency with
• monitoring global developments with respect
performance indicators and initiatives formal financial disclosure filings
to sustainability reporting, with the view of
» Sets sustainability strategy in collaboration » Conducts materiality or risk assessments on
adopting additional standards that may be of
with the Sustainability Business Unit Partners ESG reporting
value to our stakeholders
(e.g. roadmap definition and execution, » Incorporates ESG into regular audit plans
program management)
» Writes the Sustainability Report, including Through these actions, we aim to achieve our
We have established our cadence in reporting
the compilation of Key Performance vision to create a sustainable and prosperous
our sustainability initiatives and KPIs, including
Indicators (KPI) data and other information future for all.
critical concerns, and potential review of economic,
environmental, and social topics and their impacts,
• Sustainability Business Unit Partners risks, and opportunities.
Our Stakeholders
GRI: 102-40, 102-42, 102-43, 102-44
Stakeholder engagement is essential for us to properly understand the expectations and interests of our stakeholders which help us set our overall strategy
and our sustainability priorities. We seek feedback from our stakeholders on how we can improve the way we operate, and forge partnerships to contribute
to building a sustainable world. It is our aim to build trust with all stakeholder groups.
We identified our main stakeholders based on the potential for Converge’s operations to affect them, as well as their impact on our business. Through our
interactions, we gained an understanding of their expectations and interests, which served as an input to our materiality assessment.
Responsible
Stakeholder Groups Ways and Frequency of Engagement Stakeholder Concerns
Functions
Customer • Customer Hotline (as needed) • Service reliability and quality • Customer Experience
• Email (as needed) • Responsiveness in customer care and • Marketing
• Social media (as needed) technical support • Residential and SME
• Marketing activities such as promos (as needed) • Customer experience • Enterprise and
• Net Promoter Score survey (monthly - by the Company; • Privacy and security Wholesale
annually - by external party) • Corporate
• Customer Satisfaction Survey (annually) • Data Protection
• Customer visits for top priority enterprise customers Officer
(monthly)
• Sustainability Report (annually)
Employees • Business Kickoff (annually, start of the year) • Compensation and benefits • Employee and Labor
• Email blasts, announcements, and memos (as needed) • Learning and career development Relations
• Town hall (quarterly) • Health and safety protocols • Corporate
• HR Helpdesk (as needed) • Good relationship with management Communications
• Labor relations (as needed) • Diversity and inclusion
• Training courses (as scheduled/needed)
• Sustainability Report (annually)
Responsible
Stakeholder Groups Ways and Frequency of Engagement Stakeholder Concerns
Functions
Suppliers and Vendors • Third Party Code of Conduct • Purchasing criteria • Supply Chain
• Company-initiated meetings and seminars • Policies including Third Party Code of Management
• Emails (regularly) Conduct
• Sustainability Report (annually) • Alignment of sustainability values
Business Partners • Third Party Code of Conduct • Partner selection criteria • Residential and SME
• Training (as required) • Partner engagement policies, including
• Monthly and quarterly business reviews Third Party Code of Conduct
Third parties with whom Converge works with • Company-initiated meetings and seminars (as required) • Alignment of sustainability values
to deliver services to customers, e.g., • Emails (regularly)
Marketing Service Agencies, Managed Service
Providers, Converge Partner Outlets, Affiliate
• Sustainability Report (annually)
Cable Companies
Communities • Discussions/dialogues with partner organization • Community impact such as • Community Relations
(as needed) digitalization, creating connectivity and
Including, but not limited to: • Announcements on website addressing poverty
Academe, NGOs, Welfare institutions like • Press conferences and press releases • Disaster and calamity assistance/
orphanages, Business groups, Bilateral and • Community outreach programs (ongoing) response
multilateral agencies, Local government units, • Corporate sponsorships (ongoing) • Other sustainable value creation
Indigenous communities • Sustainability Report (annually) opportunities
Government and • Regulatory reports and disclosures (as needed) • Fair competition • Government Relations
• Meetings (as needed) • Support for national ICT development • Corporate Compliance
Regulators • Official correspondence (as needed) agenda
• Sustainability Report (annually) • Overall legal and regulatory compliance
Including, but not limited to:
National Telecommunications Commission,
Department of Information and Communications
Technology, Securities and Exchange
Commission, Philippine Stock Exchange,
Philippine Competition Commission, National
Privacy Commission, Department of Trade and
Industry, Department of Labor and Employment,
Bureau of Internal Revenue, Bureau of Customs,
Local Government Units
• Weekly business operations and project portfolio meetings • Financial impact of ESG • Corporate Secretary
Board and Management • Monthly cross-functional business reviews to tackle • Integration of sustainability into • Strategy and
performance metrics, key projects, and industry/market operations Transformation
updates Management
• Regular board meetings (as a whole or within committees
such as Board Risk Oversight, Remuneration, etc.)
• Sustainability Report (annually)
16
Materiality AssesSment
18
• Employment
• Occupational Safety and Health
• Learning and Development
• Labor-Management Relations
• Diversity and Inclusion
• Labor Laws and Human Rights
• Freedom of Association and Collective
Bargaining
Two years into the COVID-19 global pandemic, the country is As of end-2021, our network passes through 495 cities
still reeling from the substantial disruptions in the domestic and municipalities and already covers 10.9 million homes,
economy due to reduced business operations and restrictions representing 42.7% of total households in the country. As
to people’s mobility. we roll out our network to more areas, we expect to enable
greater digital inclusion, and do our part to reach the UN
Digital technology has now become a staple of Filipino life, Broadband Commission’s global goal of universal connectivity,
enabling people to cope with the crisis and gear up for an and the NBP’s vision of “a resilient, comfortable and vibrant
eventual economic recovery. However, recovery may be life for all, enabled by open, pervasive, inclusive, affordable,
uneven for the nation of over 110 million. The pandemic may and trusted broadband internet access.
have even widened digital divide between those with and
without the internet, leading to unequal access to social We also significantly increased our investment in communities
services and life-changing economic opportunities. rom Php9.4M in 2020 to Php16M in 2021 focusing on
education, and disaster and pandemic response.
Access to Communications
GRI: 103-1, 103-2, 103-3, 201-1, SASB TC-TL-000.C
26,038
Enterprise
Customers
22
Economic Performance
GRI: 103-1, 103-2, 103-3, 201-1
Other than providing connectivity to our customers, Converge’s operations in 2021 created direct economic value for a
range of other stakeholders, including our suppliers, employees, the government, and the community.
7,158
486 16
Economic value retained
*For 2021, Converge invested in capitalizable assets of Php23.8 billion which also went to our suppliers
Going the Distance for a Sustainable Future / 2021 Sustainability Report 23
“Our network runs on both 400 Gbps and With this digital infrastructure, the dream
800 Gbps per lambda. These refer to the of democratizing connectivity – making
amount of data that can be pushed through it available to every Filipino, regardless of
between and among data centers in our economic standing – is one step closer to
network. ,” Mr. Uy said. The fiber backbone being a reality.
running on the industry-leading standard of
800 Gbps, the only one in the country today, “Digital access is no longer a privilege of
makes possible high-speed data transfers a few but a right of everyone. This digital
that are needed for streaming, remote highway of Converge is the key to that
storage, and next-generation technologies,” dream. We will continue to work hard until
he added. every Filipino, no matter where they are
or what economic class they belong to,
With its 400 Gbps and 800 Gbps capacity, will have access to fast, stable and reliable
Converge encompasses the needs of any connection,” Mr. Uy said.
sector – from the small, fledgling SME in
need of a stable connection, to an entire “As we continue to pursue our Go National
government department handling massive strategy through 2022, we want to make
amounts of national data. sure that we have high service availability
for our subscribers in Visayas and Mindanao.
Converge also designed its national digital With the redundancy ring completed, we’re
highway with a Level 2 redundancy. This significantly reducing the chances of service
means having a layered protection for outages since we now have an alternative
resilience against outages and service network route in place. The whole Philippine
interruptions. In the southern Philippines, digital highway is now strongly protected
Converge built a Mindanao redundancy loop against cable breaks,” said Mr. Uy.
that runs through the region.
26
Giving our customers the best possible digital experience through our fiber-powered, world-class broadband infrastructure is at the heart of our ambition
to become a sustainable business.
To continue providing high-quality customer experience to our existing and potential subscribers, we go the distance to ensure our service reliability,
safeguard their data and privacy, ensure their health and safety in our digital ecosystem, closely track their level of satisfaction, and remain truthful and
responsible in marketing our products and services.
We are contributing to the achievement of We are actively investing in network The Mindanao segment connects the
the United Nations’ Sustainable Development equipment upgrades and backbone network cable landing point in Cagayan de Oro
Goal (SDG) No. 9 which is about building a redundancies to ensure reliable services to with Buenavista, forming a network ring
resilient infrastructure in the context of ICT. our customers. that passes through key areas in Mindanao
such as Tagum, Davao, and Valencia. With
Due to the physical nature of the broadband Domestic subsea cables the redundancy ring completed, we are
infrastructure, the network is at risk of fiber We installed subsea cables to connect significantly reducing the possibility of
cuts or other reasons that could result in Visayas and Mindanao to our national fiber service outages since we now have an
service disruptions and financial loss. backbone. These subsea cables are laid out alternative network route in place. Thus,
in a way that there is redundancy in the the entire Philippine digital highway is now
Operating in a country ranked as one of the network, assuring service availability even strongly protected against cable breaks.
world’s most vulnerable to climate change in the case of fiber cuts. In December 2021,
exposes us to natural disasters, heavy rainfall or we completed the “Mindanao redundancy We have also started working with local
typhoons that can cause network disruptions loop” that runs through the region, further and national government agencies for the
and adversely affect the digital experience strengthening our 90,000-kilometer pure fast expansion of our fiber infrastructure
of our customers. In addition to weather fiber backbone in the country. underground. This strategy prevents our lines
disturbances, fiber optic cable transmission from exposure to various elements that can
also gets damaged or severed when there are damage the network.
tree cutting, vehicular accidents, soil erosion,
and road excavation, as some cables are
underground.
Going the Distance for a Sustainable Future / 2021 Sustainability Report 27
1.3 Tbps international network capacity We also deployed 34 broadband remote access Resolution lead time was greatly affected by Super
Complementing our “national digital highway” is server systems (BRAS) throughout Luzon, which Typhoon Odette and instances of major fiber cuts
our increased international network capacity by will help enhance customer internet experience by which took significant time to resolve. We continue
1.3 terabits per second (Tbps) through our City- increasing reliability and reducing latency. to update and test our business continuity plan to
to-City (C2C) cable system. The cable system The BRAS are deployed in a geographically address climate change risks, identify and address
connects the Philippines to Hong Kong, Taiwan, distributed architecture which will avoid a vulnerability points, and prepare for and respond
Singapore, Japan, Korea, and China. This is part single point of failure. In addition, maintenance to natural disasters.
of the East Asia Crossing City-to-City (EAC-C2C) and optimization can be done more efficiently.
network, which spans 17,000 km. Downtimes are confined to a certain area and
repair is focused on the affected BRAS, which
We are strengthening our international capacity serve a particular cluster. This ensures our
portfolio, not just in anticipation of the surge in customers will enjoy better uptime, reliability,
data demand in the coming years, but also to and stability. BRAS also help to enforce quality of
ensure that our connection is fully redundant. service policies based on customers requirements,
This means there will still be network connectivity as well as provide a single point for change control,
even if there will be a submarine cable outage. resulting in faster provisioning and upgrades as
required by our customers.
Other investments for building network resiliency
We are also building our backbone network with We upgraded our Reliance Data Center in Pasig to
ample capacity, with seven-way microducts each improve resiliency.
equipped with up to 144 fiber pairs, of which
only two-way micro ducts are anticipated to be For 2021, we had an average daily trouble index of
utilized by 2025. In addition, we believe that our 0.40%, which means only 40 out of every 10,000
backbone is designed to be resilient and is built customers had reported a technical service issue in
with redundancy, with a ring architecture and route a day. Interruption-related tickets received in 2021
diversity, allowing highly reliable connections. were resolved in 111.5 hours per ticket on average.
28
As a Personal Information Controller, Converge To improve our privacy and security posture, we embarked on the following initiatives
is responsible for upholding and protecting the in 2021:
rights of customers for privacy. Data privacy
ranks high on our list of top risks as it can affect INITIATIVES OBJECTIVES ACHIEVEMENTS
the whole personal data life cycle of a customer. Data Privacy To raise data • Prepared an internal newsletter to raise data privacy
As such, we conduct regular privacy impact Awareness privacy awareness awareness
Campaign and among employees • Declared the last week of July as the Company’s Data
assessments to systematically identify the risks Training and accredited Privacy Week
and potential effects of collecting, maintaining, third-party vendors • Cascaded and released data privacy awareness training
materials which were posted on office premises and
and disseminating information and to evaluate used as desktop screensavers for visibility
alternative processes for handling information to • Mounted the Data Privacy Online Quiz Challenge for
employees
mitigate potential privacy risks.
• Human Resources required all employees to undergo
data privacy awareness training as part of their
We consider as a potential risk our inability to performance review
meet legal and regulatory requirements, and Data Subject To enable the • Developed a monitoring tool or tracker for audit and
Request organization to management purposes
contractual obligations related to data privacy, Management exercise its data • Enforced submission of the actual monitoring results
as such inability could lead to penalties, fines or subject rights to the Data Protection Officer (DPO) and its inclusion
in the Quarterly Reporting of Data Privacy Programs,
revocation of permits or licenses. Initiatives, and Data Breaches to the Board of Directors
• Immediately drafted and applied the applicable data
privacy notices required for any internal or publicly
This impinges on our ability to win our customers’ accessible forms/sites that may collect and process
trust and loyalty, which could hurt our brand Personally Identifiable Information
reputation and ultimately affect our sustainability
Domain Filtering To upgrade our • Shift from a Domain Name System filtering solution to
as a business. System cyber-defense tools an HTTPS URL or domain filtering system
Hybrid Anti- To detect and • Proactive attack mitigation by carefully filtering website
Distributed Denial mitigate the attacks traffic without significant delays in page loading times
of Service (DDoS) using an on-premise
Solution and cloud platform
Data Center To improve the • 24/7 security system consisting of closed-circuit
Security physical security of cameras and alarm systems
our data centers • Biometrics security systems to access rack “pods”
Going the Distance for a Sustainable Future / 2021 Sustainability Report 29
Information To protect the • Information Security Management System continuous No. of complaints addressed on customer 2 0
Security confidentiality of improvement privacy
Management data • Risk-based approach to information security No. of customers, users, and account holders 0 0
To preserve the whose information is used for secondary
integrity of data purposes
To promote the Total amount of monetary losses as a result of Php0 NM
availability of data legal proceedings associated with customer
for authorized use privacy
No. of law enforcement requests for customer 1 NM
information
We will continue to safeguard our customers’ data privacy by integrating the following
No. of customers whose information was 11 NM
activities into our 2022 Annual Operating Plan: requested (by government or law enforcement
agencies)
• Implementation of Data Privacy Management System
Percentage of government and law 100 NM
• Implementation of Consent Management System enforcement requests resulting in disclosure
• Recruitment of Compliance Officers for Privacy to support privacy matters for major Total number of identified leaks, thefts, or 1 NM
functions losses of customer data (GRI)*
• Mobilization of Compliance Champions No. of data breaches (SASB)** 1 NM
• Training to empower business units in data privacy knowledge and capability Percentage of data breaches involving 100 NM
• Updating of all Records of Processing Activities personally identifiable information (SASB)
No. of customers affected (SASB) 342 NM
NM - Not Measured
* This involved an internal data privacy incident affecting email of
customers but with no breach of the data privacy system.
** Data breach is defined as the unauthorized movement or disclosure of
sensitive information to a party, usually outside the organization, that is
not authorized to have or see the information. This definition is derived
from the U.S. National Initiative for Cybersecurity Careers and Studies
(NICCS) glossary
30
Converge recognizes the importance of maintaining In 2021, we invested more than Php100 million to
a healthy and safe environment for all — online and strengthen our network security systems to fight
onsite. OSAEC.
During the pandemic, people moved further online We also adopted industry-leading security systems
to cope with lockdown restrictions. This led to a sea that go beyond the minimum requirements set by
change in consumer behavior and digital lifestyle. the National Telecommunications Commission (NTC).
However, wider access to technology also made These entailed upgrading our cyber-defense tools from
people financially and psychologically vulnerable to a Domain Name System filtering solution to an HTTPS
issues such as cyberattacks; online harassment and URL or domain filtering system. To date, we have
cyberbullying; fraudulent practices such as financial blocked over 20,000 websites featuring images of
scams; unfair, misleading, or fake news or information; child sexual abuse on our network. Traffic to these illicit
and illegal content. sites has been averaging 1,200 hits per minute. We also
run an internal program to educate our employees on
Protecting children from online sexual abuse and safer internet practices.
exploitation
With the ongoing pandemic, the risk from online sexual To magnify our contributions, we mounted a local
abuse and exploitation of children (OSAEC) grew at multisectoral coordination effort and became a
an alarming rate as families become desperate for member of a global network to protect children’s
cash, schools remain closed, and children are stuck at rights online. In the country, we set up a coordination
home. According to The Internet Watch Foundation mechanism with local enforcement agencies such
(IWF), a global organization in the fight against online as the National Bureau of Investigation and the
sexual abuse of children, there were 361,000 reports Cybercrime Division of the Philippine National Police
of OSAEC in 2021 alone — more than the total it has for the reporting of all types of illegal content online,
received in its 15-year history. This made 2021 the including OSAEC.
worst year on record for child sexual abuse online as
lockdowns saw younger and younger children being We also continue to strengthen our ties with regulatory
targeted “on an industrial scale” by internet groomers. agencies such as the NTC, the Department of
Information and Communications Technology, and
Recognizing our growing responsibility to ensure a safe the Department of Social Welfare and Development.
digital experience for all Filipinos, Converge committed We also partnered with Stairway Foundation, an
to be an advocate of a safer digital environment for all NGO promoting children’s rights through awareness,
children. community assistance, and networking.
Going the Distance for a Sustainable Future / 2021 Sustainability Report 31
In August 2021, we joined the network of partners We ensure that our third-party service providers • Increase in the number of quality assurance
of IWF which hunts down and removes any online comply with health and safety standards aligned with inspections and acceptance to ensure compliance
record of sexual abuse to make the internet safer for company practices. with installation standards: We will set up
minors. In 2021, we removed nearly 10,000 sites that additional guidelines and standards to address
are deemed unsafe for children. Our Compliance Team ensures that we adhere to rules issues and concerns
and regulations on products and employee safety. The
Combating cyberattacks products, modems, and other equipment we install The Enterprise Risk Management Team ensures that
A vital part of our commitment to deliver the best in our customers’ premises are checked based on the Risk Treatment Plans which include Customer
digital experience is our ability to prevent malicious the Company’s quality standards prior to Customer Health and Safety are being monitored accordingly
content and malware from penetrating our network, Premises Equipment (CPE) acquisition to ensure that and that continual improvement plans are adopted
which could harm our customers’ welfare. they do not pose any health and safety hazards. We as part of the more stringent risk mitigation plans.
follow a product life cycle management process that Mitigating the risks related to customer health and
We embarked on several initiatives in 2021 to constantly checks if our products and services are safety enables us to constantly review and reassess
safeguard our network and mitigate attacks, which compliant with our internal standards, from product the effectiveness of our safety policies and controls.
we elaborated on Customer Privacy and Data Privacy release to retirement. We ensure that the customer We also see opportunities to upgrade our systems
material topic. applications or portals have undergone a series and infrastructure as necessary to properly safeguard
of Vulnerability Testing from both our internal and our network. This helps us win customers’ trust and
Keeping our guard up onsite external IT experts to guarantee that the customer loyalty in the long run, which ultimately leads to the
The continuing threat of COVID-19 affects both our data is well protected. sustainability of our business.
customers and employees due to the risk of exposure
to the virus. We will continue to safeguard our customers’ health Key Performance Indicators 2021 2020
and safety by integrating the following activities into Percentage of significant product and 100 NM
As part of our occupational health and safety our Annual Operating Plan: service categories for which health
and safety impacts are assessed for
standards, we strictly enforce health and safety improvement
• Implementation of programs that promote safer
protocols during face-to-face interactions with No. of substantiated complaints on 1 0
internet: We will continue to be vigilant about
customers such as during subscriber line installation product or service health and safety
monitoring and blocking unsafe sites
and repair. We have a vaccination program to ensure No. of complaints addressed on 1 0
• Promotion of a positive customer experience: product or service health and safety
that all our employees are fully vaccinated (including
We will improve the design of our business NM - Not Measured
booster shots) to protect them from the risk of
centers to accommodate COVID-19 and general
infection.
health and safety standards (e.g., sufficient for
social distancing, installation of air purifiers, ease
of access for persons with disability) for a safe
and conducive business environment
32
Customer Satisfaction
GRI: 102-43, 103-1, 103-2, 103-3
Our ability to connect and offer our customers Key Performance Indicators 2021 2020
the best digital experience is our hallmark of NPS (Externally based/ Information +83
success. Thus we prioritize end-to-end customer computed) Unavailable
satisfaction by providing accessible and affordable NPS (Internally based/ 34% 31%
computed)*
products, robust technology, reliable infrastructure,
Customer Effort Score** 38% 19%
and service- oriented people.
Average monthly churn rate 1.08% NM
(Residential)
Our Customer Experience (CXP) team is
Average monthly churn rate 0.93% NM
responsible for responding to customer concerns (Enterprise)
and feedback in a timely fashion and for managing NM - Not Measured
correspondence via phone, email, social media, *The Net Promoter Scores were calculated as: (number
of satisfied respondents less the number of dissatisfied
hotline, and other channels. To gauge customer respondents)/overall respondents. Based on an internally
satisfaction, our CXP adopted the current industry defined rating, this score aims to measure the likelihood of a
customer to recommend our services to a friend or colleague.
metric, the Net Promoter Score (NPS). Customers
**The Customer Effort Score ratings were calculated as
were surveyed via email and Interactive Voice (number of satisfied respondents less the number of
Response (IVR) to rate their level of satisfaction dissatisfied respondents)/overall respondents. Based on an
internally defined rating, this score aims to measure how well
with our products and services in July 2021. we handled our existing or potential customers’ concerns at
the time of a call or engagement with us in their pre-sales and
The same NPS survey was done by our Marketing after-sales experiences.
team but based on the stages of customer service
(i.e., activation, billing, technical issue, plan
change).
We go the distance to ensure transparency We disseminate proper and accurate • customer complaints are addressed
and good governance on all aspects of our information about our products and
• we quickly update our messages
operations, including the way we market services at the right touchpoints. We see
to ensure the delivery of a more
and label our products. Not doing so could to it that the manner of communicating
appropriate or clearer message based
affect customer loyalty and expose our is effective and understood by our target
on feedback, to minimize customer
company to reputational risk that could audience. Our Digital Marketing team is
confusion
derail our path to sustainability. responsible for updating information in
As a result, in 2021, we did not receive any
our owned digital assets and platforms.
substantiated complaints on marketing
We conduct assessments to ensure
and labeling. We had zero incidents
adherence to relevant laws and regulations Specifically, we work to ensure that:
of non-compliance with regulations or
to provide our customers accurate
• all communication channels (website,
voluntary codes on product and service
and adequate information about our
self-serve portal, social media, direct
information and labeling and marketing
products. This responsibility primarily
message) carry updated, complete
communications.
rests with our Marketing Head and with
and accurate information on products
our Chief Operating Officer. In 2021, all
and services
our significant service categories were For 2022, we plan to further improve the
• there is increased awareness of our
covered by and assessed for compliance. way we release prizes for promotions,
products and programs
develop promotion mechanics, and
We submit new products for review • customer experience across our communicate and set customer
and approval to the National channels leads to positive engagement expectations.
Telecommunications Commission and untarnished brand reputation
(NTC), the Ad Standards Council for • we are compliant with the NTC’s
advertisements, and the Department of rules and regulations with regard to
Trade and Industry for promotions. We advertising new products
currently have a sales enablement team
• we constantly evaluate the
that crafts the selling techniques and
effectiveness of our marketing efforts
spiels that our agents use. We also work
and product labels by monitoring
closely with Marketing Service Agencies
the take-up rate of our products and
to ensure that their sales agents follow our
promotions
protocols and policies.
34
Our people are essential to the successful delivery of our strategy and to sustaining our business performance over the long term.
This is why we are going the distance to accelerate the development of our people, grow and strengthen their leadership
capabilities, and enhance their performance through strong engagement.
In 2021, we reorganized our Occupational Health and Looking after our employees’ health and wellness
Safety Team, creating two focused functions: one focused The health and wellness of our people has always been
on Health and Wellness, while the other one focused on our primordial concern and more so in the light of the
Occupational Safety. The Health and Wellness Team is COVID-19 global pandemic.
composed of qualified medical professionals, while the
Occupational Safety Team is composed of safety and In 2021, we continued to implement our COVID-19 Policy
environmental professionals. based on the World Health Organization, Department of
Health, and DOLE guidelines, including the continued use
Even if Health and Safety was split into two teams, we of the Converge Employee Health Portal which had been
ensured the continued compliance with all relevant launched in May 2020.
labor laws and regulations, particularly the Department
of Labor and Employment’s (DOLE) Order 198-18 To curb the spread of the virus, we continuously
Implementing Rules and Regulations of Republic Act conducted mass antigen testing to isolate those found
No. 11058 ”An Act Strengthening Compliance with positive of the virus and support and monitor them until
Occupational Safety and Health Standards and Providing their full recovery. Those under isolation and who had
Penalties for Violations Thereof.” To operationalize this exhausted their leave credits were provided subsistence
at Converge, we issued an OSH policy, which can be allowance. We also allowed unused 2020 vacation leave
downloaded from our corporate website: credits to be carried over to 2021 for employees who will
https://cnvrge.co/COVID19Policy be infected by COVID-19.
Going the Distance for a Sustainable Future / 2021 Sustainability Report 35
We initiated our own vaccination program We conducted the following webinars: Ang Katotohanan
by joining a consortium that formed the • “Ang Katotohanan Tungkol sa Bakuna”
Tungkol sa Bakuna
Solaire ICTSI Foundation Inc. Vaccination (The Truth about Vaccines) about the by Dr. Lulu Bravo and
Center. We have been relentlessly ensuring benefits of vaccination, given by well- Dr. Beverly Lorraine Ho
that all our employees are fully vaccinated. known medical practitioners Dr. Lulu Bravo
As of end-2021, 98% of our employee and Dr. Beverly Lorraine Ho
population was fully vaccinated, and 7% • “Proper Work Ergonomics” by Dr. Jan
got infected. Despite the progress we have Dipasupil
made, we have not let our guards down. We • “Taking Care of your Lower Back” by
initiated health webinars, focused town halls, Dr. Timoteo Trinidad
Proper Work
and self-care promotions and numerous • “Ang Banta ng Delta” (Health Threats from
Ergonomics
infographics on COVID-19 management. Delta) by Dr. Jonas Jan Tacbad and our by Dr. Jan Dipasupil
We required new hires to attend internally Health and Wellness Manager, Rio Laine
developed sessions on COVID-19 health Bringuelo, RN
protocols. We also offered vaccinations
to dependents of employees based in the Ensuring safety in our workplace
National Capital Region. In 2021, we recorded only three work-related
injuries: one from a motorcycle accident
We continued to provide free clinic services due to a road hazard, and two incidents Taking Care of your
and annual physical examinations for all our of falling from a ladder during cable Lower Back
by Dr. Timoteo Trinidad
employees through our Health Maintenance installation. To avoid motorcycle-related
Organization’s (HMO) satellite clinics. We incidents, employees were required to
started building our own capabilities to undergo a defensive driving safety training
provide mental health awareness programs for employees in November 2021. We have a
by hiring a Certified Life Coach who heads Safety Team that investigates work-related
our Health and Wellness team and also accidents and implements actions to prevent Ang Banta ng Delta
by Dr. Jonas Jan Tacbad
tapping professional experts on mental the recurrence of such accidents. and our Health and
health. Wellness Manager, Rio
Laine Bringuelo, RN
36
To strengthen our OHS programs, we will continue to initiate the Safety from disasters
following in 2022: In 2021, we established a dedicated Business Continuity Management
• Strengthening the reporting of workplace-related hazards Team under the Enterprise Risk Management Group to ensure
• Hiring of additional medical professionals to man our clinics that are continuous operations of business units before, during and after an
strategically placed in our various Converge offices, facilities and incident or disaster.
locations
• Employing company nurses as full-time regular employees and In case of disasters, we ensure that we account for all employees and
medical doctors assigned by our HMO provider as direct-hire deploy immediate assistance to those affected, in accordance with the
consultants provisions under our Business Continuity Plan, including the Emergency
• Conducting an eight-hour mandatory safety training for Safety Call Tree Procedure.
Officer 1 (SO1), working at heights (conducted by an accredited DOLE
training center), internal Mandatory Eight-hour Safety and Health
(MESH) training, and first-aid training
10,273,536
2021
2
2021
02021
4,358,016
2020
0
2020
0
2020
Going the Distance for a Sustainable Future / 2021 Sustainability Report 37
These numbers are important to an fiber To further promote a culture of safety, we will
technology company like Converge which has make the driver safety training program in 2022 a
been aggressively expanding the reach of its regular event to include more personnel from our
fiber-powered internet to more and more cities nationwide operations.
nationwide.
By providing driver safety training that goes
Its dream of democratizing connectivity by making beyond the courses mandated by the Department
internet available to every Filipino rests on the of Labor and Employment, Converge is going the
shoulders of drivers who literally go the distance extra mile to safeguard the occupational safety of
during installation, repair and maintenance, and its employees and preventing vehicular accidents.
core operations.
1
https://businessmirror.com.ph/2022/03/02/cost-of-fatal-road-crashes-each-year-may-hit-1-7-trillion-world-bank/
Going the Distance for a Sustainable Future / 2021 Sustainability Report 39
Learning and development (L&D) is an Not doing so might jeopardize the goals we Our L&D Manager was tasked to establish
essential part of our people strategy to have set for the Company and the pursuit Converge University, which serves as
engage and empower our employees. of our sustainability strategy in terms of our center for L&D interventions. These
workforce talent and skills availability, job interventions are linked to the set objectives
In 2018, we issued a policy statement on satisfaction, and employee retention. and key results and individual development
Training and Development that states: plans of our employees. With the LMS and
“Converge is committed to providing Recognizing the demands of the new Converge University, we can now further
opportunities of growth to its employees to work environment that emerged from the embed a learning culture in the Company. As
allow them to maximize their full potential pandemic, we implemented a Learning of end-2021, we have rolled out additional
as contributors to this intent. To realize Management System (LMS). With an training (apart from the mandatory
this intent, Converge provides training investment of around Php11 million, the compliance and employee training) such
opportunities and personal development LMS serves as a technological resource for as Project and Change Management and
programs to all employees to empower and maintaining training records, accommodating Leadership Essentials.
enable them by enhancing their knowledge external content courses, as well as monitoring
and technical competence to foster a employees’ utilization of the internal and For 2022, our goal is to complete the
positive, constructive and progressive external content made available. The LMS was Converge University curriculum, policy and
culture of excellence in Converge’s corporate rolled out in December 2021. handbook, which will contain mandatory
Our commitment to upskill our employees and in March 2021 to ensure that we meet our professionally grow together with the
provide opportunities for L&D continued even training objectives. The performance of our organization. The training will include
during the COVID-19 pandemic. Lockdown L&D Manager is evaluated based on the organizational, compliance, soft skills,
restrictions and remote work notwithstanding, achievement of the learning plans set by our leadership, and technical skills. We aim for
we strived to cultivate a learning culture so Human Resources, the training needs analysis each employee to undergo an average of 40
our employees will be able to sustain their designed by the technical and revenue- training hours per year.
To ensure that our employees are focused on As a result of our growth and changes in the way
the right business objectives, we launched a we operate, we decided to outsource some of
Performance and Goals Management Program, the functions, resulting in the redundancy of the
enabled by SAP Success Factors. In 2021, all our positions. As part of taking care of our own, we
employees received regular performance and assisted the affected personnel and endorsed them
career development reviews. to our outsourcing partners and Managed Service
Providers.
The company implemented a program related
to HR, Compliance, and Functional Training to
upgrade employee skills, enhance human capital
and contribute to employee satisfaction, which
correlates strongly with improved performance.
We plan to conduct a quarterly evaluation starting
2022 to assess the effectiveness of our training
offerings. After these evaluations, we will map
out an approach to further improve our learning
interventions so we can meet our business
objectives.
• Management
2,623* 0.89
100%
2020 2020
• Supervisors
• Team Members *Training programs were impaired by the COVID-19
pandemic and the resulting community quarantines.
Employees received significant informal training and
coaching within their respective work groups, but these
training hours were not adequately tracked and monitored
at the time.
Going the Distance for a Sustainable Future / 2021 Sustainability Report 41
We also have HR Business Partners and We see to it that all our policies and
an Employee Relations unit that focus on procedures pertaining to employees are clearly
Employees are our most valuable various business units and help in bridging communicated or properly implemented so
resource, the human capital. We need communication gaps between management as not to run the risk of facing possible legal
to make sure the inputs of employees and employees. Employee concerns, issues, actions arising from labor-related cases such
are being heard for us to be able to and grievances can be elevated to HR Business as illegal dismissal from work. In November
come up with a strong policy that Partners. This is in addition to our HR Helpdesk 2021, we published the enhanced Employee
will benefit, not only them, but the which is available to all employees who need Discipline Policy which ensures that we create
company in the future. In Human assistance with HR-related concerns. and encourage a culture of discipline and
Resources, we are excited to roll out
open communication while complying to the
programs that capture employees’
We also encourage transparent reporting, principle of due process.
interests, and that would empower
we provide a platform where employees can
them and empower the Company
freely communicate their concerns and report We recognize that our employee policies are
as well. We have lined up a lot of
programs pertaining employee unethical practices without fear of retaliation. still in their nascent stage. Thus we plan to
recognition, employee engagement, further strengthen and sustain our harmonious
and employee empowerment and We have a proactive approach to employee relationship with our employees and implement
volunteerism. engagement. Prior to implementation, our HR the right policies that enable them to air
Atty. Eumel Ponce policies must first be presented to employees their concerns. We will also empower our
Center of Excellence Leader for Employee and in one or more town hall meetings whenever leaders to ensure a decent and conducive
Labor Relations practical. Policies that can significantly affect our work environment for our employees. To meet
operations must be announced throughout the these goals, we plan to conduct an Employee
organization four weeks prior to implementation. Engagement Survey and do several “Human
Resource Kamustahan” (HR Dialogues) in 2022.
Going the Distance for a Sustainable Future / 2021 Sustainability Report 43
Employment
GRI: 103-1, 103-2, 103-3, 401-1, 401-2, 401-3
We recognize that the sustainability of our A vital part of our commitment is ensuring that All employees are given the benefits mandated
business and our ability to meet the rapidly we provide fair compensation and benefits. Not under existing labor laws, regardless of
growing demand for broadband connectivity doing so can result in higher employee attrition whether or not they perform a job that is
in the Philippines come down to one thing: and potential challenges in recruiting the talent full-time equivalent (FTE), temporary or
our people. This is more so as ICT becomes needed in our operations, as well as pose a risk part-time. However, these additional benefits
mission-critical for businesses, especially in a to our reputation as an employer. are not extended to temporary or part-time
post-pandemic world. employees: paid company-initiated leaves,
Our rewards strategy aims to motivate our health maintenance organization (HMO) and
Our goal is not just to provide decent work employees by paying competitive base salaries insurance coverage, and internet discount. In
and productive employment, but also to look according to the level of complexity of the 2021, we provided two new benefits and one
after the overall welfare and development function in the organization. Thus, we aim to improvement. The HMO is extended to one
of our employees. This is in support of the position our salary structure competitively “at free dependent to regular employees from
United Nations Sustainable Development market”. Our Job Grading Framework serves Supervisors to Executives, and the Group Life
Goal No. 8: “To promote sustained, inclusive as a guide in hiring and promotion, and is the Insurance Plan to all regular employees.
and sustainable economic growth, full and foundation for career progression, training, and
productive employment and decent work for performance management. This is aligned with the Company’s mission
all.” of “Delighting Our Customers By Taking Care
We implemented a new performance incentive of Our Own” and one way to take care of our
We create economic and social impact by scheme that provides our employees an employees by ensuring financial security in the
providing direct and indirect employment opportunity to achieve financial rewards untoward event of an employee’s death and
opportunities in our operations and business directly related to the level of their dependents’ hospitalization.
partnerships with suppliers/vendors. performance and contributions to the business.
We apply this policy throughout the Converge We also improved our retirement plan from the
In 2021, Converge Group had an employee Group. It is computed based on the objectives government-mandated minimum (under R.A.
population of 4,308, 74% of which were male and key performance indicators we defined 7641) to an improved Defined Benefits Plan.
and 26% female. We hired 1,843 additional new in our corporate performance management
employees to support our business expansion. framework. This ensures that the reward given
This represents an 51% increase from 2020. to the employee is fair and unbiased, as it
Total employee turnover during the reporting reflects self-performance as well as that of their
period was 883 or 24%. We plan to expand department, and the Company.
our data coverage in 2022 to report on new
employee hires by age group, gender, and
region.
44
The HR Group embarked on an automation effort To sustain our efforts in promoting employee
to deliver engaging and individualized employee welfare, we plan to further review our current
experiences that will empower our people to reach compensation structure across all business teams to
their full potential. We partnered with SAP Success assess its relevance and effectiveness. We will also
Factors and the focus is to start streamlining HR align our reward and performance through a robust
processes to target efficiency. corporate performance management system.
Going the Distance for a Sustainable Future / 2021 Sustainability Report 45
Key Performance Indicators 2021 2020 Key Performance Indicators 2021 2020
Total number of employees 4,308 2,962 No. of new employee hires 1,843 NM
Converge 2,714 2,205 during the reporting period
By Age Group
Male 1,809
Female 905 Under 30 years old 835
she/her (when addressing me). with the Minimum Wage Law in the Philippines account for at least 30% of our entire workforce
That’s very important to me. • Hiring on the basis of talent and skill set required by 2025
That made me really feel that in the job position, regardless of race, religion, • Having 10% of employees who are over 50
this is the right place for me. creed, region, and ethnicity years old by 2025 - broadly in line with the
Tyrel Olores age distribution of the Philippines’ working
• Not discriminating candidates for job positions
CXP Quality Manager population
based on their sexual preference or inherent
disadvantages • Creating policies and processes to support our
• Including the LGBTQ community in our employee targets on gender and generational diversity.
Key Performance Indicators 2021 2020 Key Performance Indicators 2021 2020
I thought that being an engineer will No. of employees from 12 7 Percentage of female within the 14 NM
just involve designing from a desk. vulnerable sector Board of Directors
That’s not the case at Converge. We Converge 11 7 Percentage of individuals under 0 NM
actually assemble and power up the Metroworks 1 0
30 years old within the Board of
Directors
racks, and for a newbie engineer, that’s Percentage of female workers in 26 25
Percentage of individuals 30-50 14 NM
the dream. We see it in theory and read the workforce
years old within the Board of
it in books, but rarely do we really apply Converge 34 32 Directors
it. That’s what’s great here at Converge; Metroworks 13 18 Percentage of individuals over 86 NM
we’re hands-on. Converge gives equal Percentage of male workers in 74 75
50 years old within the Board of
Directors
treatment to men, women, and others. the workforce
We don’t feel the difference. Gender is Ratio of the basic salary of NM
Converge 66 68
women to men
not an issue here in Converge so we’re Metroworks 87 82
Converge
able to perform as well as our male Percentage of generational NM
Management 1.15
counterparts and we work with them to diversity - Converge
accomplish goals, too. Under 30 years old 42
Supervisors 0.98
As a responsible corporate citizen, Converge “Converge will comply with local and
supports all human rights consistent internationally established agreements on
with the Universal Declaration of Human human rights and good working conditions
Rights and Section 11 of the 1987 Philippine and will not accept child or forced labor.”
Constitution which states that, “The State
values the dignity of every human person and We have a policy primarily based on the
guarantees full respect for human rights.” Philippine Labor Code and ensures that the
Company is compliant with relevant laws in
In conducting our operations, we ensure that the country. This policy contains a mechanism
our policies and practices are fully compliant for employee grievance, including how to
with relevant laws, especially those with report and how the report is being handled.
regard to the protection of human rights of After the employee grievance is brought to
women and children. We implement policies its attention, our HR would convene a fact-
that reinforce the rights of our employees, finding committee to investigate the facts,
including DOLE Department Order 174 (Rules find probable cause, and proceed with the
Implementing Articles 106 to 109 of the Labor due process.
Code, as Amended), as well as Republic Acts
7610 and 9231, both giving special protection We recognize that our human rights
for children against child abuse, exploitation compliance practices are not yet mature.
and discrimination. We have yet to conduct formal human
rights assessments on our operations and
We have zero tolerance against child labor, investment agreements, conduct training on
forced labor, and other forms of human rights our human rights policies, or include human
violation, including harassment and bullying rights clauses in our investment agreements.
in the workplace. Any violation of this policy We intend to progressively address this going
will constitute a legal action and this firm forward.
stance is explicitly stipulated in our Code of
Business Ethics and Employee Handbook:
50
Risk Management
GRI: 103-1, 103-2, 103-3, 102-30
We operate in a regulated and dynamic business environment. Please refer to the Risk Management section of our 2021
To ensure our long-term success, we must have the ability to Annual Report for a description of our ERM structure and
identify and mitigate the risks that may impact our operations. program.
These risks exist in various aspects of our business — from
the regulatory and competitive environment, to our core We ensure that the risks surrounding the achievement of our
operations and network expansion. We aim to integrate sustainability commitment are managed, including our defined
awareness in all areas of our business and properly balance risk key performance indicators and targets.
and reward for sustainable growth.
As our business grows, we will continue to enhance our
The establishment and maintenance of the various Board approaches to risk management so that they remain relevant
Committees is an integral part of good governance. The roles in the future. Failure to continuously enhance our risk
and responsibilities of these committees are outlined in our management process may result in major risk events occurring
Annual Report. without proper and constant risk management planning,
controls implementation, and review of controls effectiveness.
Following the ISO 31000 Standard, we have instituted an
Enterprise Risk Management (ERM) Program aligned with Moving forward, we endeavor to create a risk-aware culture
our Manual of Corporate Governance, to manage imminent at all levels of the organization, so that risk management is
and emerging risks in our internal and external operating embedded into day-to-day operations and decision making.
environments. Under our ERM Program, we respond to risks
and manage them to increase our shareholder value and
competitive advantage.
Going the Distance for a Sustainable Future / 2021 Sustainability Report 51
Converge supports fair and dynamic market In 2021, we did not have any pending or completed We see opportunities for revenue growth through
competition that ultimately redounds to the legal action against the Company involving the delivery of affiliated content to deliver more
benefit of consumers in terms of wider access, anti-competitive behavior and violations of value to the customer and enhance customer
network reliability, and affordability. antitrust and monopoly. Consequently, we did not retention. Thus, in 2021, we entered into a service
experience any monetary losses as a result of any agreement with Pacific Kabelnet Holding Co.
General competition laws in the country such legal proceedings. Inc. (PKN), an entity that is 100%-owned and
are enforced by the Philippine Competition controlled by our founders. Converge and PKN
Commission, while competition provisions under One critical issue related to competition in the agreed to provide certain services to each other,
the Public Telecommunications Policy Act are broadband sector is net neutrality and the open including our respective affiliates, in connection
enforced by the National Telecommunications internet. Currently, there are no net neutrality rules with offering bundled and value added services,
Commission. in the Philippines. However, pending legislation in back-office shared services, facilities sharing and
the Senate (Senate Bill No. 2103) that could impact other business support services. We currently offer
Unfair competition may cause higher prices of ICT the telecommunications industry when signed into PKN’s “Vision” IPTV service to Converge customers
products and services and lead to other adverse law. in Metro Manila under this agreement. In order to
consequences such as market power concentration provide a good customer experience, we work with
or monopoly practices, market failure, fine or Even without net neutrality legislation, we support PKN to ensure an acceptable quality of service.
imprisonment, and economic disruption. the principle of an Open Internet as part of our
mission to democratize the internet for all Filipinos. To further ensure that we do not engage in
Thus we ensure that we remain compliant with We do not block or slow access to any specific behavior that could be perceived as being anti-
all relevant laws and adopt best practices and content on the internet, except those required by competitive, in 2022, we plan to institute an
international standards with regard to competitive law. We also do not currently engage in zero rating, antitrust and anti-competition policy as part of
behavior. This affects the behavior and dealings of which refers to the practice of providing internet our Key Compliance Policies Confirmation. This
our people in the Sales Business Operations and access without financial cost to subscribers under is to ensure that all our employees commit to
Marketing, and third parties that have an obligation certain conditions. Finally, we currently have not these policies and to ensure full compliance with
to conduct business dealings with the Company. entered into any paid peering agreements. Our competition-related laws, rules, and regulations.
policy is to engage in peering agreements that
will result in a better overall customer experience
without compromising open internet principles.
52
Anti-Corruption
GRI: 103-1, 103-2, 103-3, 205-1, 205-2, 205-3
At Converge, there is no place for bribery or corruption. We also plan to widen the coverage of our ABAC policy
communication and training initiatives to 85% of our workforce
Bribery and corruption exposes us to compliance risks that by 2022, 98% by 2030, and 100% by 2050. We will also
could harm our reputation as a publicly listed company educate all our employees on the dangers of ABAC on
and corporate citizen, and result in legal proceedings and our business and our company reputation, and refine our
fines. Thus, our Compliance Team conducted the following strategic approach to ensuring that target rates are being
initiatives to ensure that our various business units are made met. Finally, we will update our existing Vendor Accreditation
aware of our existing policies: Policy and the upcoming Third Party Due Diligence Policy to
Training Program
• Key Compliance Policies Confirmation Key Performance Indicators 2021 2020
No. of employees who received 2,000 NM
• Compliance Newsletters and Infographics
communication on the Company’s anti-
corruption policies and procedures
Our Corporate Compliance Officer ensures that our By employee category
Key Performance Indicators 2021 2020 Key Performance Indicators 2021 2020
No. of employees who have received training 1,741 NM No. of Board of Directors members who 7 NM
on anti-corruption received training on anti-corruption
By employee category
Percentage of Board of Directors 100 NM
Management 316
members who received training on anti-
Supervisors 159 corruption
Team Members 1,286 No. of business partner members 74 NM
who received communication on the
By region organization’s anti-corruption policies
National Capital Region 967 and procedures
Procurement Practices
GRI: 103-1, 103-2, 103-3, 204-1
Our suppliers and contractors are critical to our ability In our 2020 Sustainability Report, we did not include
to run and sustain our business. They are involved in service contract orders in our calculation of local
almost every step of our operations and are often key to purchases at Converge. To align with GRI Standard 204-1, we
having a positive impact on the community and achieving recalculated the 2020 rate of local purchases for Converge.
successful business outcomes.
These initiatives form part of our commitment to fulfill
Thus, we strive to develop and strengthen relationships our promise of providing a best-in-class customer
with contractors and suppliers through our procurement experience through providing an uninterrupted supply of
practices and supplier assessment. As our business materials, equipment and devices, in an efficient and timely
partners in our operations, our suppliers and vendors can manner, to serve all operational requirements. We will
offer opportunities, as well as expose us to several risks, prioritize local suppliers whenever possible and develop a
including operational and business disruption, performance sustainable ecosystem with our potential supplier partners.
inefficiencies (e.g., warehouse management and inventory
management), and competition risk, among others.
PROCUREMENT PRACTICES
66%
2021
78%
2020
95%
2021
91%
2020
(Restated from 12%)
Going the Distance for a Sustainable Future / 2021 Sustainability Report 55
Recognizing the impact of our suppliers in our Aligned with our sustainability commitment, we
operation affects our sustainable business, will integrate the comprehensive consideration of
we established a policy for a third-party due environmental impact, social performance, and
diligence governing all transactions with external good governance aligned in our existing Vendor
shareholders, vendors and service providers, Accreditation Policy and the upcoming Third
including business partners. Party Due Diligence Policy. Our ultimate goal is
to build a sustainable ecosystem together with
In 2021, we initiated a project to establish our business partners.
and implement a Vendor Management and
Development Team, as well as its policy and We are also committed to institutionalize the
implementing guidelines based on industry good targets and goals of vendors and suppliers
practice. to gauge their contribution to our economic,
environmental, social and governance impacts.
Going forward, the policy will be evaluated based
on the effectiveness of the implementation, We have established a grievance mechanism as
particularly the depth, reliability, and economic an alternative process of airing concerns and
sustainability of our partner vendors, suppliers, grievances among our contractors and suppliers.
and service providers. This also includes Our Vendor Management and Development Team
requirements on human rights compliance, shall receive this grievance information then
fair recruitment practices, and the conducive elevate and endorse this directly to the Supply
working environment of our vendors to ensure Chain Management Director for investigation,
that our suppliers promote a safe and healthy proper action, and resolution based on the merits
working environment for their employees. of each case. The grievance mechanism has been
This currently covers compliance with other incorporated in the Third Party Code of Conduct,
applicable laws and company policies such as Due Diligence, and Whistleblower Policies
conflicts of interests, gifts and entertainment, accordingly.
anti-corruption, anti-money laundering, antitrust
and competition, and anti-bribery, as well as
fraud prevention.
56
Converge believes in doing its part and making a bigger impact on the planet by operating responsibly, supporting collaboration
to scale science-driven solutions, leveraging our business to develop innovations for a more sustainable world, and complying with
existing laws and regulations that aim to safeguard the environment. Our goal is to reduce our GHG emissions from purchased
electricity by 75% by 2030, and eventually achieve Net Zero by 2050.
In September 2021, we signed an initial 48-megawatt In pursuit of this ambition, we are setting our We still see opportunities to further improve on
supply contract with the Philippines’ leader in sights on moving towards ISO 50001:2018 - Energy our operations to achieve energy efficiency and
renewable energy, First Gen Corp., making our Management System as we currently employ reduce our carbon footprint even as we continue
Reliance Center offices and data center in Pasig ISO 50002:2014 - Energy Audit Guidelines. To to grow our business. These opportunities include
City 100% powered by clean energy sourced from help us obtain this ISO certification, we engaged using sustainable technologies, exploring the use
a geothermal power plant. a consultant who conducted a gap assessment of renewable and low-carbon energy sources, and
for ISO 50001. This will serve as the basis for improving resource planning systems to ensure
We also began moving our applications and Converge’s Energy Policy for 2022. efficient management of facilities and vehicle
workloads to the cloud, with an estimated power fleets. We will also explore developing other
savings of 158 kW per year going forward. While we are continuously finding ways to improve relevant goals regarding emissions that occur in
energy management in our operations, we are also our value chain (scope 3).
Subsequently, in early 2022, we switched our Clark progressively undertaking the following programs
Data Center site to renewable (geothermal) energy. to ensure our consistent compliance with the
We are currently exploring other opportunities Energy Efficiency and Conservation Act (Republic
to switch to renewable energy through the Retail Act 11285):
Competition and Open Access for Contestable
• Establishing an Energy Policy to support all
Consumers and Green Energy Option Program
efforts on Energy Efficiency
(Department of Energy and Energy Regulatory
• Establishing standard comfort air conditioning
Commission Resolution 2017–12-0013, and Republic
of 24-25 degrees Celsius for all applicable
Act No. 9513 (Renewable Energy Act of 2008).
business areas
To enable responsible consumption of energy, • Replacing old CFL lights with LED bulbs
we acquired an energy data analytics solution to • Considering sustainable maintenance and
monitor our energy consumption patterns and replacement options on an installment basis
measure the benefits of our switch to renewable
• Installing motion sensors to ensure that
energy.
lights and exhaust fans are switched off
automatically when unattended
We monitor government policy and programs for
electric and hybrid vehicles, and expect to pilot • Creating an energy efficiency awareness
their use in our fleet when the infrastructure is campaign all across the organization.
ready and costs are within an acceptable range.
58
GHG emissions from stationary diesel 12.00 tCO2e NM • LPG (1 liter = 0.0257 GJ)
GHG emissions from mobile gasoline 3,242.77 tCO2e NM • Diesel (1 liter = 0.0386 GJ)
• GHG Emissions
GHG emissions from mobile diesel 1,619.66 tCO2e NM
• Gasoline (1 liter = 0.0026765 tCO2e)
Gross energy indirect (Scope 2) GHG emission 7,150.73 tCO2e NM
• LPG (1 liter = 0.0016117 tCO2e)
GHG emissions reduced as a direct result of reduction initiatives 1,079.87 tCO2e NM
• Diesel (1 liter = 0.0022718 tCO2e)
Electricity consumption 41,603.67 GJ NM • Electricity - Luzon and Visayas
Total fuel consumption within the organization from non-renewable 82,217.11 GJ NM (1 kWh = 0.0007122 tCO2e)
sources, in joules or multiples, and including fuel types used • Electricity - Mindanao
(1 kWh = 0.0007797 tCO2e)
Fuel consumption - Stationary diesel (estimated) 129.70 GJ NM
• Electricity
Fuel consumption - Mobile diesel 40,651.53 GJ NM (1 kWh = 0.0036 GJ)
Fuel consumption - Mobile gasoline 41,435.88 GJ NM
Conversion factors for energy consumption were
Data Center Power Usage Effectiveness (PUE) 1.80 NM based on IOR Energy Engineering Conversion Factors.
In joules, watt-hours or multiples, the total: 41,603.67 GJ NM Conversion factors for GHG emissions were based on
Intergovernmental Panel on Climate Change 2006
i. Electricity consumption 41,603.67 GJ NM Guidelines for National Greenhouse Gas Inventories.
ii. Heating consumption 0 GJ NM
iii. Cooling consumption 0 GJ NM *We are revisiting the 2020 figures
**Increase in 2021 is due to the increase in acquisition of
iv. Steam consumption 0 GJ NM vehicles to support our growing operations
NM - Not Measured
Going the Distance for a Sustainable Future / 2021 Sustainability Report 59
One small step for Converge, one giant leap “The clean energy that First Gen will provide
for a green future. to our head office in Pasig complements our
business in more ways than one. It reflects our
On September 26, 2021, Converge’s two-year choices as a responsible company that wishes
supply contract with First Gen Corporation to do its share for the environment,” said
(First Gen) took effect, signifying Converge’s Converge CEO Dennis Anthony Uy during the
first major step to achieve its goal of a low virtual signing ceremony in October 2021.
carbon future.
“Aside from helping save the environment, we
By switching to 100% renewable energy, also expect operating cost savings, although
Converge is making strides on its sustainability this isn’t the primary reason for the switch.
commitment where it aims to pursue greener Our driver for partnering with First Gen is to
options in its operations. reduce our greenhouse gas emissions and give
back to the planet,” said Converge President
To power its main office in Pasig City, the and Chief Resources Officer Grace Y. Uy.
Company committed to purchase a total of
2.5 megawatts (MW) of geothermal energy
up to 2023 from pioneering clean energy
company First Gen. The clean energy will be
sourced from Tongonan geothermal power
plant in Leyte (which is owned by First Gen’s
subsidiary, Energy Development Corporation),
with the energy firm providing a maximum of
1.5 megawatts during the first year, increasing
to 2.5 megawatts through its second year.
60
Materials
GRI: 103-1, 103-2, 103-3, 301-1, 301-2, 301-3, SASB TC-TL-440a.1
Through the broadband services we provide, we are helping other industry To efficiently and judiciously reduce our scrap materials and e-waste, we are
sectors drive responsible consumption and production. Our online business looking at the following opportunities:
services enabled us to reduce the demand for physical resources like paper
• Enhance our purchasing criteria to consider environmental impact and
and fuel, supporting the decarbonization of the industry. Our sustainability
supplier commitment to green product design and manufacturing
approach includes, not only the management of materials used in our
• Strengthen our materials requirements planning and inventory
operations, but also the recovery of assets that would have otherwise been
management practices to reduce waste, inventory obsolescence, and
considered for disposal.
damage
We have an asset recovery process that covers the reuse of returned • Develop recovery initiatives in the future that would promote the
customer premises equipment (CPEs) when customers are permanently recycling of returned or used good-quality materials for operational
disconnected or upgraded to a new modem. Recovered CPEs are refurbished reuse.
and reissued to other customers. This will minimize or reduce the disposal
of non-renewable materials in our landfills. We will also construct a materials
Key Performance Indicators 2021 2020*
recovery facility to help house our recovered CPEs and other special wastes Non-renewable materials (estimated) 38,293 72,020
such as batteries, paints, and the like. We have a program for reprocessing, metric tons metric tons
reusing, and refurbishing recovered materials, with the objective of deploying Renewable materials used NM NM
these assets back to operations to effectively save cost and reduce waste Percentage of recycled input material used to 4 2
manufacture the organization’s primary products
for disposal. We are formulating an asset disposal policy that will guide the and services
reuse, recycling, and/or sale for cost recovery of assets. Materials recovered through take-back programs 18.41 metric tons NM
(i.e. CPEs/modems)
Percent of recovered materials that were reused 27 NM
In storing the materials we use to deliver services to our customers such as
Percent of recovered materials that were recycled 19 NM
construction materials and equipment for network infrastructure, we have
Percent of recovered materials that were landfilled 54 NM
maintained safety stocks in our warehouses and storage sites to ensure
NM - Not Measured
uninterrupted supply when we serve our operational requirements and *We are revisiting the 2020 figures
expansion programs.
Managing Waste
GRI: 103-1, 103-2, 103-3, 306-1, 306-2, 306-3, 306-4, 306-5
With business expansion comes greater We have also been implementing waste
responsibility to operate more sustainably. segregation in all our offices to support this
To support our commitment to achieve collaboration.
zero solid waste to landfill by 2030, we are
embracing circularity and resource efficiency as Currently, we dispose the solid waste we
key levers to reduce our wastes. generate through the haulers accredited by
the local government unit in various Converge
Part of that effort is evaluating each part of locations and localities. Removal of waste from
our product life cycle and working to embed our premises is done according to the schedule
circularity principles into how we design set by the accredited third-party provider of
solutions, build, and operate. We consider this the Department of Environment and Natural
a vital part of risk mitigation as the hazardous Resources-Environmental Management Bureau
waste produced in company-managed or leased (DENR-EMB). Of the total 15,569 kg of
properties could pose an environmental, health, non-hazardous waste generated in key sites,
and safety hazard if not managed properly. 399 kg were recycled.
In addition, we also formed alliances with Our sustainability approach includes adopting
the following non-government organizations a Solid and Hazardous Waste Management
to magnify our efforts and contributions on framework to progressively reduce the
materials management: environmental impact of our operations. To this
end, we established Solid Waste Management
• With a company that aims to foster a and Hazardous Waste Management Guidelines
circular economy by enabling the recycling to ensure that all of our wastes are recycled,
of our waste materials from construction reused, or treated properly going forward.
activities.
These include the following objectives: • To ensure that all applicable spaces (buildings,
leased properties on human health and the have established Materials Recovery Facilities
environment by addressing solutions to the that are compliant to the set standards of the
order:
• To reduce and minimize waste in a hierarchical • To schedule audits on various waste streams
approach. Our waste minimization strategy to identify problem areas where waste
contains five principles in order of preference: management strategies can be successfully
implemented
• Source reduction
• To identify, assess, and apply proven
• Reuse
technologies that enhance and support our
• Composting solid waste management initiatives
• Recycling • To implement a waste management education
• Other recovery (e.g., co-processing, program
upcycling) • To achieve prominence in the industry through
• Waste-to-energy networking with associations and councils
pertaining to Solid Waste Management.
• Disposal
To ensure the efficient handling and To this end, we formed alliances with
transport of hazardous waste, we adopted various non-government organizations.
the following guidelines: Our partnership with Bantay Kalikasan
• Each facility must apply for a (Protect Nature Organization) aims to tend
Climate Change
GRI: 103-1, 103-2, 103-3, 201-2
The Philippines is ranked as one of the world’s • Flooding of telecommunications ducts and
most vulnerable to climate change. According conduits
to the International Telecommunication Union,
• Lost revenue due to service outages
climate change can pose a number of physical
• Additional costs due to repairs
risks:
• Change in demand for Converge’s services
• Wind – increase in typhoon intensity,
over time
tornados
• Injuries to the workforce during natural
• Rain – frequent and intense rainfall and
disasters
flooding, drought, landslides, variable rainfall
patterns
In addition, future legislation by the government
• Air temperature – sea level rise, surface
to mitigate the impact of climate change could
temperature change, heat waves
increase our cost of compliance.
• Sea temperature – sea level rise, coastal
wetland migration, El Niño
As a result, Converge has begun to plan for
• Lightning – Frequent lightning, thunder and climate change adaptation, given that climate
forest fires change appears unavoidable and will have
well as improve awareness and understanding of • Development of a detailed adaptation strategy Our use of fiber optic technology also contributes
climate-related risks and opportunities resulting specifically for our operations to achieving the UN SDG target of strengthening
in better risk management and informed action resilience and adaptive capacity to climate-related
• Public commitment to help achieve national/
planning. disasters, as fiber is more resilient in the face of
regional climate change goals
natural disasters and events.
• Implementation of long-term projects aimed at
Our Enterprise Risk Management (ERM) team
mitigating climate change risks
has a risk policy that integrates climate change We are also setting up a quick-response
mitigation measures. The ERM reports to the • Conduct of ad hoc and short-term events to mechanism in case of disasters or emergency
Business Risk Oversight Committee (BROC) on raise awareness on climate change situations. This mechanism will include providing
a quarterly basis and takes up climate change connectivity to evacuation centers, local
matters. The BROC considers climate-change Anticipating that extreme weather events government unit command center, and other
scenarios and adverse news when assessing the associated with climate change will continue critical facilities for crisis response; and relief
Company’s Risk Profile. This Risk Profile is revisited to pose risks to our business, we are exploring assistance to disaster-hit areas. We assess
twice a year to keep the Company abreast of opportunities to further strengthen our response. the effects of the damage from typhoons,
the top climate change risks that could affect its These involve enhancing our BCM System to earthquakes, and other natural-made calamities
sustainable operations. address climate change risks, address vulnerability through monitoring reports, results on damages,
points, and prepare and respond to natural and Crisis Committee Meetings. We monitor
Environmental Compliance
GRI: 103-1, 103-2, 103-3, 307-1
Our Corporate Governance and Data Privacy With society’s heightened interest over
Team monitors our compliance with relevant sustainability issues and corporate
environmental laws. It is also tasked to responsibility for the planet, environmental
lead the automation of our legal registry to laws and regulations are expected to further
achieve zero cases of non-compliance with tighten and widen in scope.
environmental laws by 2022.
Going the Distance for a Sustainable Future / 2021 Sustainability Report 69
Average ticket time 24-48hrs • 75% Scope 2 GHG • Net Zero- GHG
to repair (ATTR) depending on
complexity of ticket
85% 98% 100% emission reduction emission
Competitive behavior and Open Internet Managing Waste and Materials • By 2024, completion
of 3-year reforestation
program for Angeles
Total amount of monetary losses as a City: 2 hectares (4,000
Total Weight of Solid Waste to Landfill
result of legal proceedings associated seedlings)
with anti-competitive behavior regulations
0 kg
0
2030 2030 2050
2022
Gender Diversity
30% 0
(% Female)
2030 2022
72
Converge is committed to help achieve the United Nations Sustainable Development Goals (SDGs) that aim to address social,
environmental, and economic challenges, and drive progress for humanity to build a more sustainable world for all by 2030.
We recognize our responsibility to empower people through connectivity and build a community so the future will be a better
place. We acknowledge the importance of each of these 17 goals and actively work alongside our partners to support our
commitment.
Below are the ways we go the distance to align our efforts with these goals. Moving forward, we will continue to map our
progress against the SDGs and work more closely with our partners.
Food security, nutrition and sustainable agriculture • Established a program that seeks to offer a sustainable
food source for the indigenous community of
Kapatirang Aetas ng Angeles-Porac para sa Kalikasan at
Agrikultura (KAAPKA) by planting fruit-bearing trees on
two hectares of adopted land
Going the Distance for a Sustainable Future / 2021 Sustainability Report 73
Firm stance against child labor and forced labor • Our employee handbook clearly stipulates Converge’s policy against child and forced
labor, and our compliance with local and internationally established agreements on
human rights and good working conditions
Defensive Safety Driving Training • Conducted Defensive Safetry Driving Training for 265 drivers to prevent vehicular
accidents
Enabling distance learning during the pandemic • Long-term partnership with the Department of Education
• Connectivity support for Philippine Science High School for students situated in far-flung
provinces
• Donation of tablets to Aeta students in partnership with Clark Development Corporation
• Connectivity facilities to the learning centers established for indigenous children in
Angeles City, Pampanga
74
Transition to renewable energy • Switched Pasig headquarters to 100% renewable energy (geothermal energy) in
September 2021 and our Data Center in Clark from January 2022, partnering with First
Gen Corporation
• Acquired devices for energy management used for data analytics to help monitor our
energy consumption in our sites in Pasig and Clark
Strict compliance with Philippine labor laws • No labor-related violations recorded in 2021, including anti-child labor and forced labor
Livelihood opportunities for local community • Employment for Adopt-a-Watershed Program in the local community, including
indigenous people whose ancestral lands sit at the heart of Sitio Sapang Bato in Angeles,
Pampanga
Building of a resilient broadband infrastructure • Building a nationwide domestic backbone to connect the three island regions
• Built the 3rd largest domestic and international network, with over 90,000 kilometers of
fiber backbone
• Bifrost Cable System in partnership with Keppel Midgard Holdings (KMH)
Access to the internet • Fiber distribution and last-mile network that passes through 495 cities and municipalities
nationwide (42.7% nationwide household coverage with 10.9 million households reached)
Going the Distance for a Sustainable Future / 2021 Sustainability Report 75
Promotion of greater generational diversity • 6% of employee population currently above 50 years old
• Establishment of a Job Grade Framework, Salary Structure and 2022 Salary Program
Equitable pay and grading structure (merit increase and promotion)
• No employees are paid below minimun wage
• Donation of tablets to Aeta students in partnership with Clark Development Corporation
Support to indigenous community • Connectivity facilities to the learning centers established for indigenous children in
Angeles City, Pamnpanga
Partnership with and assistance to local goverment units • Adoption of a two-hectare plot of land for reforestation to assist Aetas and the Abacan
and community organizations River and Angeles Watershed Advocacy Council Inc. (ARAW-ACI) to provide sustainable
solutions for communities
• Partnership with San Juan local government to roll out free internet for public school
students, and partnership with the Department of Trade and Industry and LGU to
support Diskwento Caravan, a program driving for reasonably priced products
• Program to provide a sustainable food source for the indigenous community of
Kapatirang Aetas ng Angeles-Porac para sa Kalikasan at Agrikultura (KAAPKA)
Improvement of network hardening and redundancy • Improvement in business continuity and disaster recovery plans to address climate
capabilities change risks
• Assistance to Cebu City government to replace broken poles destroyed by Super
Typhoon Odette and donation of poles to the City Government
• Working with the local and national government agencies to roll out more underground
cables
• Increased use of renewable energy and refurbishing and reuse of equipment
Focus on build and use of fiber technology • Multiple times less energy use than legacy copper telecommunications technologies
• Cease the expansion of Hybrid fiber-coaxial network
Promotion of a circular economy • Reuse and refurbish of equipment, especially customer premises equipment like modems
Implementation of green technologies in operations • Shift to renewable energy in partnership with First Gen Corp. for our Metro Manila, and
then Clark operations in 2022
• Acquisition of devices for energy data analytics
• Use of smart modular data centers
• Revision of vendor accreditation policies to include sustainability initiatives and metrics
from vendors and service partners
• Reduce employees’ carbon footprint by enabling companies carry out the digitalization
of their processes, and by enabling the employees to work from home
• Use of fiber optics instead of legacy copper to prevent farmland contamination, loss of
fish and their habitat, and public health risks due to copper mining
76
Protection of marine life • Ensured that the project will not affect a sanctuary or reserved area of our seas/ocean by
securing an Environmental Compliance Certificate with the Environmental Management
Bureau of the Department of Environment and Natural Resources
Safe internet for children • Partnership with relevant government agencies and global organization Internet Watch
Foundation to curb Online Sexual Abuse and Exploitation of Children (OSAEC)
• Firewall and DNS solution to block harmful sites
Fight against organized crime, money laundering, bribery, • Anti-Money Laundering Policy, Anti-Bribery and Anti-Corruption Policy, and Code of
corruption, and other illegal acts Business Ethics Policy, including the Third Party Due Diligence Policy and Third Party
Code of Conduct Policy
Support for effective government institutions • Reliable connectivity to various government agencies at the national and local levels
Partnership with government agencies and civil society • Department of Education: for the delivery of digital learning materials to learners
organizations • LGUs: for online education and connectivity in COVID-19 vaccination sites
• Department of Trade and Industry: for “Diskwento Caravan” which aims to provide
reasonably priced quality products to the public
Partnership with other local and international • International Watch Foundation: to clamp down on internet sexual abuse against children
organizations anywhere in the world
• Tata Consulting Services: challenge partner for its 2021 Sustainathon
• Inter-Agency Council Against Child Pornography: to advocate against OSAEC
• Stairway Foundation: to contribute to child protection from online abuse and exploitation
• Membership in Business for Sustainable Development
Going the Distance for a Sustainable Future / 2021 Sustainability Report 77
GRI INDEX
78
GRI INDEX
GRI Standard Disclosure
Sustainability Report Section Page Reference / Response
(Level 2) (Level 2)
General Disclosures
Organizational Profile
GRI 102-1 Name of the organization About Converge Pages 3-5
GRI 102-2 Activities, brands, products, and services About Converge Pages 3-5
GRI 102-3 Location of headquarters About Converge Pages 3-5
GRI 102-4 Location of operations N/A Annual Report - Our Business, SEC Form 17A -
Business
GRI 102-5 Ownership and legal form About Converge Pages 3-5
GRI 102-6 Markets served N/A Annual Report - Our Business, SEC Form 17A -
Business
GRI 102-7 Scale of the organization N/A Annual Report - Our Business, SEC Form 17-A
Business Segments; Liquidity and Capital
Resources
GRI 102-8 Information on employees and other workers About Converge Pages 3-5, 43-45
GRI 102-9 Supply chain About Converge Pages 3-5
GRI 102-10 Significant changes to the organization and its supply chain About Converge Pages 3-5
GRI 102-11 Precautionary Principle or approach Our Sustainability Pillars Pages 18-19
GRI 102-12 External initiatives About Our Report Page 2
GRI 102-13 Membership of associations About Converge Pages 3-5
GRI 102-14 Statement from senior decision-maker Joint Message Pages 6-9
GRI 102-15 Key impacts, risks, and opportunities Focusing on What Matters Page 16
GRI 102-16 Values, principles, standards, and norms of behavior Our Sustainability Pillars Pages 18-19
GRI 102-17 Mechanisms for advice and concerns about ethics Anti-Corruption Pages 52-53
GRI 102-18 Governance structure Our Approach to Sustainability Pages 10-13
GRI 102-19 Delegating authority Our Approach to Sustainability Pages 10-13
GRI 102-20 Executive-level responsibility for economic, environmental, and Our Approach to Sustainability Pages 10-13
social topics
GRI 102-21 Consulting stakeholders on economic, environmental, and Our Approach to Sustainability Pages 10-13
social topics
GRI 102-22 Composition of the highest governance body and its Our Approach to Sustainability Pages 10-13
committees
GRI 102-23 Chair of the highest governance body Our Approach to Sustainability Pages 10-13
GRI 102-24 Nominating and selecting the highest governance body Our Approach to Sustainability Pages 10-13
SEC 17A - Nomination and Election Policy; Board
Diversity Policy
GRI 102-25 Conflicts of interest Our Approach to Sustainability Pages 10-13
GRI 102-26 Role of highest governance body in setting purpose, values, Our Approach to Sustainability Pages 10-13
and strategy
GRI 102-27 Collective knowledge of highest governance body Our Approach to Sustainability Pages 10-13
Going the Distance for a Sustainable Future / 2021 Sustainability Report 79
Annual Report
GRI 413-2 Operations with significant actual and potential N/A Zero
negative impacts on local communities
Going the Distance for a Sustainable Future / 2021 Sustainability Report 85
SASB INDEX
88
SASB Index
Technology & Communications Sector - Telecommunication Services
Sustainability Report
Topic Code Accounting Metric Category Unit of Measure Page Reference / Response
Section
Competitive Behavior and Open Internet
Competitive Behavior and TC-TL-520a.1 Total amount of monetary losses as a Quantitative Reporting Competitive Behavior Page 51
Open Internet result of legal proceedings associated currency and Open Internet
with anti-competitive behavior
regulations
TC-TL-520a.2 Average actual sustained download Quantitative Megabits per N/A 2 to 40 Mbps- Average actual
speed of: second (Mbps) sustained download speed
(1) Owned- and commercially associated of owned-and commercially-
content; and associated content
(2) Non-associated content
45.01Mbps- Average actual
sustained download speed of
non-associated content
TC-TL-520a.3 Description of risks and opportunities Discussion and N/A Competitive Behavior Page 51
associated with net neutrality, paid Analysis and Open Internet
peering, zero rating, and related
practices
Network Resiliency and Reliability
Managing System TC-TL-550a.1 (1) System average interruption Quantitative Disruptions per Network Resiliency Page 26
Risks from Technology frequency customer, Hours and Reliability In lieu of this measure, we
Disruptions (2) Customer average interruption per customer dislclosed the Trouble Ticket
duration Index (TTI) and Average
Ticket Time to Repair (ATTR).
TC-TL-550a.2 Discussion of systems to provide Discussion and N/A Network Resiliency Page 26
unimpeded service during service Analysis and Reliability SEC Form 17A -
interruptions Environmental Risk,
Annual Report - Getting You
Closer in a Contactless World
- Disaster-Proofing and Relief
Operation
Activity Metrics
Code Accounting Metric Category Unit of Measure Sustainability Report Page Reference / Response
Section
TC-TL-000.A Number of wireless subscribers Quantitative Number N/A Not applicable as the Company does
not have wireless operations.
TC-TL-000.B Number of wireline subscribers Quantitative Number N/A Not applicable for the company. The company does not
have wireline operations
Economic Performance
TC-TL-000.C Number of broadband subscribers Quantitative Number Access to Page 20
Communications
Competitive Behavior and Open Internet
TC-TL-000.D Network traffic Quantitative Petabytes Competitive Behavior Pages 52-55
and Open Internet Information Unavailable. In lieu of this measure,
we dislclosed the percantage utilization of network
bandwidth.
New Street Building +63 2 8667 0848
Mc Arthur Highway
Balibago, Angeles City https://corporate.convergeict.com/
2009 Pampanga sustainability
Philippines
Reliance IT Building
99 E. Rodriguez Jr. Ave.
Brgy. Ugong
1604 Pasig City
Philippines