2016 Annual Report
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COVER SHEET C S 2 0 0 4 1 1 5 9 3 SEC Registration Number A N C H O R L A N D H O L D I N G S , I N C . (Company’s Full Name) 1 1 t h F l o o r , L . V . L o c s i n B l d g . , 6 7 5 2 A y a l a A v e . c o r M a k a t i A v e . , M a k a t I C i t y (Business Address: No. Street City/Town/Province) Christine P. Base (632) 844-3906 (Contact Person) (Company Telephone Number) 1 2 3 1 1 7 - A 0 7 0 5 Month Day (Form Type) Month Day (Calendar Year) (Annual Meeting) Registered and Listed (Secondary License Type, If Applicable) SEC Dept. Requiring this Doc. Amended Articles Number/Section Total Amount of Borrowings 96 Total No. of Stockholders Domestic Foreign To be accomplished by SEC Personnel concerned File Number LCU Document ID Cashier S T A M P S Remarks: Please use BLACK ink for scanning purposes. SECURITIES AND EXCHANGE COMMISSION SEC FORM 17-A ANNUAL REPORT PURSUANT TO SECTION 17 OF THE SECURITIES REGULATION CODE AND SECTION 141 OF THE CORPORATION CODE OF THE PHILIPPINES 1. For the calendar year ended: 31 December 2016 2. SEC Identification Number: CS-200411593 3. BIR Tax Identification No.: 232-639-838 4. Exact name of issuer as specified in its charter: ANCHOR LAND HOLDINGS, INC. 5. Makati City, Philippines 6. (SEC Use Only) Province, Country or other jurisdiction of Industry Classification Code: incorporation or organization 7. 11/F L.V. Locsin Bldg., 6752 Ayala Ave. cor Makati Ave., Makati City Address of principal office Postal Code 8. (632) 988- 7988 Issuer'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 SRC, or Sec. 4 and 8 of the RSA Number of Shares of Common and Preferred Stock Title of Each Class Outstanding and Amount of Debt Outstanding Common Stock: P1.00 par value 1,040,001,000 Shares Preferred Stock: P1.00 par value 346,667,000 Shares Loans Payable P11,101,453,731 11. Are any or all of these securities listed on a Stock Exchange. Yes [x] No [ ] If yes, state the name of such stock exchange and the classes of securities listed therein: Philippine Stock Exchange Common Stock 12. Check whether the issuer: (a) has filed all reports required to be filed by Section 17 of the SRC and SRC Rule 17.1 thereunder or Section 11 of the RSA and RSA Rule 11(a)-1 thereunder, and Sections 26 and 141 of The Corporation Code of the Philippines during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports); Yes [x] No [ ] (b) has been subject to such filing requirements for the past ninety (90) days. Yes [x] No [ ] Page 2 of 48 13. Aggregate market value of the voting stock held by non-affiliates of the registrant as of March 31, 2017: Assumptions: (a) Total number of shares held by non-affiliates as of March 31, 2017 149,077,062 (b) Closing price of the Registrant’s share on the exchange as of March 31, 2017 P6.49 (c) Aggregate market price of (a) as of March 31, 2017 P967,510,132 APPLICABLE ONLY TO ISSUERS INVOLVED IN INSOLVENCY/SUSPENSION OF PAYMENTS PROCEEDINGS DURING THE PRECEDING FIVE YEARS: 14. Check whether the issuer has filed all documents and reports required to be filed by Section 17 of the Code subsequent to the distribution of securities under a plan confirmed by a court or the Commission. Yes [ ] No [x] Not Applicable DOCUMENTS INCORPORATED BY REFERENCE 15. If any of the following documents are incorporated by reference, briefly describe them and identify the part of SEC Form 17-A into which the document is incorporated: None Page 3 of 48 2016 ALHI MANAGEMENT REPORT As the Philippines’ sound economic fundamentals were further strengthened by the peaceful and democratic political transition in 2016, investor confidence and domestic consumer spending were likewise boosted and benefitted nearly all economic sectors of the country including the real estate industry. These developments bodes well for Anchor Land Holdings, Inc. and its subsidiaries as we weathered the challenges of market uncertainties during the previous year by focusing on our core market niches and expanding our rental income sources as well as our portfolio of prime properties for future development. As a result, we saw our net income jump to P559.76 million in 2016, an increase of P128.56 million or 30% from the previous year’s net profit of P431.19 million. Revenues on the other hand reached P4.81 billion, a robust 37% hike from P3.50 billion in 2015. Bulk of the revenues came from real estate sales of P4.25 billion, an equally impressive 44% uptick from the P2.95 billion sales in 2015. More significantly, Anchor Land’s rental income continues its upward contribution to the bottom line in 2016, registering a 20% increase to P290.48 million from P242.01 million the year before. Assets likewise rose nearly 10% to P22.39 billion from P20.38 billion in 2015. This is mainly attributed to the more than P1.61 billion increase in investment properties to P7.05 billion from P5.45 billion, a 29% acceleration, as we ramped up land banking activities for future developments. Consequently, Anchor Land’s earnings per share in 2016 also ticked up to P0.51 from P0.39 in 2015 for a healthy 31% value appreciation for our shareholders. All of these numbers clearly show that Anchor Land’s strategic realignment to increase recurring income sources while enhancing competitive advantage in niche market segments has gained momentum in 2016 and should ensure sustainable long-term growth and profitability ahead. The Company also tapped into new segments with strong potentials such as the business process outsourcing or BPO market, bedspacing facilities, hospitality and tourism projects, as well as commercial and residential developments that address underserved markets. The steady sources of recurring income in 2016 were warehouse leasing and the commercial units in our various residential developments which the Company have retained. We are replicating the success of our warehouse leasing business with at least three more warehousing facilities in the pipeline, all in the Binondo area, geared towards the multitude of traders in and around the bustling Divisoria district. In our niche luxury development segment, we are full speed ahead with our Admiral hotel and residential development along Roxas Boulevard in Manila which consists of the redevelopment of the iconic Admiral Hotel alongside two ultra-exclusive residential developments, the Admiral Baysuites and the Admiral Grandsuites. The Admiral Baysuites has been completed and is now a premier address that offers exclusive club privileges and premium services for discriminating clients while construction of the 43-storey, ultra-luxurious Admiral Grandsuites has likewise commenced in 2016. Page 4 of 48 PART I - BUSINESS AND GENERAL INFORMATION Item 1. Business BUSINESS OVERVIEW Anchor Land Holdings, Inc. (“ALHI” or the “Company”) was registered with the Philippine Securities and Exchange Commission (“SEC” or the “Commission”) on July 29, 2004 with an authorized capital stock of P10,000,000.00 divided into 100,000 common shares with a par value of P100.00. The Company is the holding company of the ALHI Group (the “Group”) with principal business interest in real estate organized to acquire by purchase, lease, donation, or otherwise, and to own, use, improve, develop, subdivide, sell, mortgage, exchange, lease, and hold for investment, real estate of all kinds, whether to improve, manage or otherwise dispose of buildings, houses, apartments, and other structures of whatever kind, together with their appurtenances. The Company traces its roots to Anchor Properties Corporation. Anchor Properties Corporation was incorporated in July 15, 2003. It commenced commercial operations on April 30, 2004, simultaneously with the start of the construction of its Lee Tower project. The Company was founded by a group of entrepreneurs led by Mr. Stephen L. Keng and Mr. Steve Li. The Company was primarily organized to engage in real estate development and marketing focusing initially in high-end residential condominiums within the Manila area. It started business operations on November 25, 2005. On December 13, 2006, the board of directors and stockholders of the Company approved and authorized the plan of merger of APC, with the Company as the surviving entity. Simultaneously with the approval of the Company’s merger with APC, the Company’s board of directors and stockholders also approved amendments to Company’s Articles as follows: (a) reduction of the par value from P100.00 to P1.00 resulting in stock split and increase in authorized capital stock from P10,000,000.00 to P1,000,000,000.00. Both companies are substantially under common control and the merger of the two companies was done to consolidate their real estate projects under one group. On July 7, 2011, the board of directors and stockholders of the Company approved the amendment of the Company’s Articles of Incorporation as follows: a) increase in authorized capital stock of the Company from 1,000,000,000 shares of common stock with par value of P1.00 per share to 2,300,000,000 shares of common stock with par value of P1.00 per share; and b) increase in authorized capital stock of the Company by creating 1,300,000,000.00 units of 8%, voting, preferred shares with par value of P1.00 per share.