Metro Pacific Investments Corporation and Subsidiaries
Consolidated Financial Statements December 31, 2019 and 2018 and Years Ended December 31, 2019, 2018 and 2017
and Independent Auditor’s Report
SyCip Gorres Velayo & Co. 6760 Ayala Avenue 1226 Makati City
Tel: (632) 891 0307 Fax: (632) 819 0872 ey.com/ph
BOA/PRC Reg. No. 0001, October 4, 2018, valid until August 24, 2021 SEC Accreditation No. 0012-FR-5 (Group A),
- November 6, 2018, valid until November 5, 2021
- Philippines
INDEPENDENT AUDITOR’S REPORT
The Board of Directors and Stockholders Metro Pacific Investments Corporation
Opinion
We have audited the consolidated financial statements of Metro Pacific Investments Corporation and its subsidiaries (the Company), which comprise the consolidated statements of financial position as at December 31, 2019 and 2018, and the consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows for each of the three years in the period ended December 31, 2019, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at December 31, 2019 and 2018, and its consolidated financial performance and its consolidated cash flows for each of the three years in the period ended December 31, 2019 in accordance with Philippine Financial Reporting Standards (PFRSs).
Basis for Opinion
We conducted our audits in accordance with Philippine Standards on Auditing (PSAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics for Professional Accountants in the Philippines (Code of Ethics) together with the ethical requirements that are relevant to our audit of the consolidated financial statements in the Philippines, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.
*SGVFSM000023*
A member firm of Ernst & Young Global Limited
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We have fulfilled the responsibilities described in the Auditor’s Responsibilities for the Audit of the
Consolidated Financial Statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the consolidated financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying consolidated financial statements.
Recoverability of goodwill, services concession assets (SCAs) not yet available for use, and SCA related to West Zone Concession
The Company has goodwill and SCAs not yet available for use which are required to be tested for impairment at least annually. In addition, as discussed in Note 30, there is an ongoing discussion with the Metropolitan Waterworks and Sewerage System (MWSS) on the provisions of Maynilad Water Services, Inc. (Maynilad)’s Concession Agreement identified for renegotiation and amendment. This is an impairment indicator which requires also an assessment of the recoverability of the Company’s SCA related to Maynilad. These impairment tests are significant to our audit because it requires management to make significant estimates and assumptions on the determination of the recoverable amounts of the cash-generating units (CGUs) to which the goodwill belongs or as it relates to the SCAs such as discount rate and revenue growth, mainly relating to the expected volume of traffic for the toll roads, ridership for the rail and billed water volume for the water concession. In addition, the valuation of the recoverable amount of Maynilad’s SCA requires judgment as to the remaining period of the concession agreement and assumption on revenue growth as it relates to tariff rate.
Refer to Notes 3, 14 and 30 to the consolidated financial statements for the details on goodwill, SCAs not yet available for use, and SCA related to Maynilad.
Audit response
We involved our internal specialist in evaluating the methodologies and the assumptions used in the determination of the recoverable amounts of the CGUs. These assumptions include the expected volume of traffic for the toll roads and ridership for the rail, billed water volume for the water concession, growth rate and discount rates. For the West Zone Concession, assumptions include the concession period and the discount rate considering the risks surrounding the Concession Agreement. We compared the forecast revenue growth against the historical data of the CGUs and inquired from management and operations personnel about the plans to support the forecast revenues. We also compared the Company’s key assumptions such as traffic volume, rail ridership and water volume against historical data and against available studies by independent parties that were commissioned by the respective subsidiaries. In cases where volume was determined by management specialists, we reviewed the reports of the management specialist and gained an understanding of the methodology and the basis of computing the forecasted volume. We tested the weighted average cost of capital (WACC) used in the impairment test by comparing it with WACC of other comparable companies in the region. We also discussed with management and its legal counsel the status of the review of the Concession Agreement and obtained copies of correspondences with MWSS. Furthermore, we reviewed the Company’s disclosures about those assumptions to which the outcome of the impairment test is most sensitive, specifically those that have the most significant effect on determining the recoverable amounts of the goodwill, SCAs not yet available for use, and SCA related to Maynilad.
*SGVFSM000023*
A member firm of Ernst & Young Global Limited
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Amortization of SCAs using the ‘units of production (UOP)’ method
The SCAs related to the toll roads and water concession agreements of the Company are being amortized using the UOP method. For the toll roads concession assets, amortization is generally based on the ratio of the actual traffic volume to the total expected traffic volume of the underlying toll expressways over the remaining period of the concession agreement. On the other hand, for the water-related concession assets, amortization is based on the actual billed volume over the estimated billable water volume for remaining period of the concession agreement. The UOP amortization method is a key audit matter as the method involves significant management judgment and estimates, particularly in determining the total expected traffic volume and the total estimated volume of billable water over the remaining periods of the concession agreements. The Company reviews annually the total expected traffic volume with reference to traffic projection reports and billable water volume with reference to water volume forecasts. It considers different factors such as population growth, supply and consumption, and service coverage including ongoing and future expansions.
Refer to Note 12 to the consolidated financial statements for the details of SCAs and Note 3 for the discussion of management estimate relating to amortization of SCAs.
Audit response
We reviewed the report of the management’s specialists and gained an understanding of the methodology and the basis of computing the forecasted traffic volume and billable water. We evaluated the competence, capabilities, and objectivity of management’s specialists who estimated the forecasted volumes. Furthermore, we compared the billable water volume and traffic volume during the year against the data generated from the billing system for water and from the toll collection system for tollways. We recalculated the amortization expense for the year and the SCAs as of year-end based on the established traffic volume and billable water volume.
Finalization of purchase price allocation on investment in PT Nusantara Infrastructure Tbk (PT Nusantara)
In 2018, the Company obtained control over PT Nusantara Infrastructure Tbk (PT Nusantara) through acquisition of additional interest of 29.67% for =P3.5 billion. Accordingly, the Company accounted for this acquisition as a business combination and the purchase price allocation (PPA) was determined on a provisional basis. The provisional goodwill arising from the acquisition amounted to =P1.6 billion. In 2019, the Company finalized the related PPA, including the fair values of service concession assets and equity method investments, which resulted to a final goodwill of =P0.9 billion. This acquisition is significant to our audit as the amounts involved are material to the consolidated financial statements. In addition, accounting for this acquisition required significant management judgments and estimates. These include determining the fair values of the assets acquired and liabilities assumed and the disclosures in relation to the acquisition.
Refer to Notes 4 and 10 to the consolidated financial statements for details of the acquisition and Note 3 to the consolidated financial statements for the discussion of management estimates relating to the acquisition.
*SGVFSM000023*
A member firm of Ernst & Young Global Limited
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Audit response
We reviewed the purchase price allocation prepared by the Company. We assessed the competence, capabilities and objectivity of the Company specialists who performed the purchase price allocation and the valuation of the service concession assets and equity method investments. We also involved our internal specialists in reviewing the valuation methodology and key inputs, such as revenue growth, margins and discount rates related to the valuation of the service concession assets and equity method investments. We compared the revenue growth and margins to the historical performance of the investees and industry data. We tested the parameters used in the determination of the discount rate against market data. We also reviewed the disclosures in the notes to the consolidated financial statements.
Accounting for KKR & Co. (KKR)’s investments in Metro Pacific Hospital Holdings, Inc. (MPHHI)
On December 9, 2019, the Company and MPHHI, completed a series of transactions for the investment and entry of global investment firm, KKR & Co. (KKR), through Buhay (SG) Investments Pte. Ltd (Buhay SG), alongside Arran Investment Private Limited (Arran), in MPHHI. Buhay (SG) invested P=5.2 billion for a 6.25% stake in MPHHI and advanced to MPIC =P30.1 billion by way of an Exchangeable Bond which will be exchanged into a 15.88% stake in MPHHI in the future, subject to certain conditions. These series of transactions which provided Buhay (SG) an economic interest of approximately 80%, on fully diluted basis post conversion of the Exchangeable Bonds, were accounted for as a single equity transaction with MPIC losing control over MPHHI. Subsequently, the retained investment in MPHHI is accounted for under the equity method. Moreover, results of MPHHI’s operations were presented as discontinued operations in the consolidated statements of income for the years ended December 31, 2019, 2018 and 2017. These transactions are significant to our audit as the amounts involved are material to the consolidated financial statements. In addition, accounting for these transactions required significant management judgments and estimates. These include the assessment of loss of control, subsequent accounting for retained investment, determination of the fair values of liabilities assumed as part of consideration and the accounting for the Exchangeable Bond.
Refer to Notes 10 and 32 to the consolidated financial statements for details of the deconsolidation and Note 3 to the consolidated financial statements for the discussion of management’s judgments and estimates relating to the deconsolidation.
Audit response
We obtained and reviewed relevant contracts and agreements related to the linked transactions. We evaluated management’s judgments on the loss of control over MPHHI, subsequent accounting for retained investment, and how the entry of KKR and issuance of Exchangeable Bond should be accounted for, by reference to the related purchase agreements and documents. We reviewed the assets and liabilities to be deconsolidated as at the date of loss of control. We also involved our internal specialists in reviewing the valuation methodology related to the fair values of liabilities assumed as part of consideration. Determining the fair values of the liabilities assumed includes assumptions as to the future results of business such as revenue growth and margins and estimates of certain taxes to which the Company had agreed to shoulder. We compared the revenue growth and margins to the historical performance of the investee. We also reviewed the presentation and disclosures in the notes to the consolidated financial statements.
*SGVFSM000023*
A member firm of Ernst & Young Global Limited
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Provisions and contingencies
The Company is involved in certain claims and/or proceedings and dispute arbitration for which it has either recognized provisions for probable costs and/or expenses, which may be incurred, and/or has disclosed relevant information about such contingencies. This matter is significant to the audit because the assessment of potential outcome or liability involves significant management judgment and estimation.
Refer to Notes 16 and 30 to the consolidated financial statements for the relevant disclosures related to this matter.
Audit response
We involved our internal specialist in evaluating management’s assessment on whether provisions on the contingencies should be recognized, and the estimation of such amount. We also discussed with Company’s management of the status of the claims and/ or regulatory proceedings and dispute arbitration. In addition, we obtained correspondences with the relevant government agencies, including tax authorities, replies from third party legal counsels, and any relevant historical and recent judgments issued by the courts/tax authorities on similar matters.
West Service Area water and sewerage service revenue recognition
About 29% of the Company’s consolidated revenues comprises water and sewerage service revenues from the Metropolitan Waterworks and Sewerage System (MWSS) West Service Area. This matter is significant to our audit because water and sewerage service revenue recognition is affected by the: (a) completeness of data captured during monthly meter readings, which involves processing large volume of data from multiple locations and different billing cut-off dates for different customers; (b) the propriety of the application of the relevant rates to the billable consumption of different customers classified as residential, semi-business, commercial or industrial; and (c) the reliability of the systems involved in processing bills and recording revenues.
Notes 3 and 38 to the consolidated financial statements provide the relevant disclosures related to this matter.
Audit response
We obtained an understanding of the water and sewerage service revenue process, which includes maintaining the customer database, capturing billable water consumption, uploading captured billable water consumption to the billing system, calculating billable amounts based on MWSS approved rates, and uploading data from the billing system to the financial reporting system. We also evaluated the design of and tested the relevant controls over this process. In addition, we performed test recalculation of the billed amounts using the MWSS approved rates and formulae and compared them with the amounts reflected in the billing statements. Moreover, we involved our internal specialist in performing the procedures on the computer application automated aspects of this process.
*SGVFSM000023*
A member firm of Ernst & Young Global Limited
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Investment in a significant associate
The Company has an investment in Manila Electric Company (Meralco) that is accounted for under the equity method. For the year ended December 31, 2019, the Company’s effective share in the net income of Meralco amounted to =P10.2 billion and accounts for 37% of the Company’s consolidated net income. The Company’s share in Meralco’s net income is significantly affected by Meralco’s revenue recognition from the sale of electricity which arise from its service contracts with many customers who are classified as either commercial, industrial or residential customers. The revenue recognized depends on: (a) the complete capture of electric consumption based on the meter readings over the franchise area taken on various dates; (b) the propriety of rates computed and applied across customer classes; and (c) the reliability of the information technology (IT) systems involved in processing the billing transaction. In addition, Meralco is involved in certain proceedings for which it recognized provisions for probable costs and/or expenses, and/or has disclosed relevant information about such contingencies. This matter is important to our audit because the assessment of the potential outcome or liability involves significant management judgment and estimation which will significantly affect Meralco’s net income.
Note 30 to the consolidated financial statements provides the relevant disclosures related to this matter.
Audit response
We obtained the consolidated financial information of Meralco for the year ended December 31, 2019 and performed recomputation of the Company’s equity in net earnings of Meralco.
We obtained an understanding and evaluated the design of, as well as tested the controls over, the customer master file maintenance, accumulation and processing of meter data, and interface of data from the billing system to the financial reporting system. In addition, we performed a test recalculation of the bill amounts using the ERC-approved rates and formulae, as well as actual costs incurred, and compared them with the amounts reflected in the billing statements. We involved our internal specialist in understanding the IT processes and in understanding and testing the IT general controls over the IT systems supporting the revenue process.
We examined Meralco’s assessment of the possible outcomes and the related estimates of the probable costs and/or expenses that were recognized. In addition, we evaluated the input data supporting the assumptions used, such as tariffs, tax rates, historical experience, regulatory rulings and other developments, against Meralco’s internal and external data, and performed recalculations and inspection of relevant supporting documents.
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Other Information
Management is responsible for the other information. The other information comprises the information included in the SEC Form 20-IS (Definitive Information Statement), SEC Form 17-A and Annual Report for the year ended December 31, 2019, but does not include the consolidated financial statements and our auditor’s report thereon. The SEC Form 20-IS (Definitive Information Statement), SEC Form 17-A and Annual Report for the year ended December 31, 2019 are expected to be made available to us after the date of this auditor’s report.
*SGVFSM000023*
A member firm of Ernst & Young Global Limited
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Our opinion on the consolidated financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.
In connection with our audits of the consolidated financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audits, or otherwise appears to be materially misstated.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with PFRSs, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with PSAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with PSAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.