Sec Form 17-A, As Amended
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C O V E R S H E E T for AUDITED FINANCIAL STATEMENTS SEC Registration Number A S - 9 4 0 0 4 4 6 2 C O M P A N Y N A M E G L O B A L - E S T A T E R E S O R T S I N C PRINCIPAL OFFICE ( No. / Street / Barangay / City / Town / Province ) 1 6 T H F L R A L L I A N C E G L O B A L T O W E R 3 6 T H S T C O R . 1 1 T H A V E N U E U P T O W N B O N I F A C I O T A G U I G C I T Y Form Type Department requiring the report Secondary License Type, If Applicable 1 7 - A S E C N / A COMPANY INFORMATION Company's Email Address Company's Telephone Number/s Mobile Number [email protected] 328-4374 N/A No. of Stockholders Annual Meeting (Month / Day) Fiscal Year (Month / Day) 4,208 June - 29 December - 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 LAILANI V. VILLANUEVA [email protected] 328-4374 N/A CONTACT PERSON'S ADDRESS 16F Alliance Global Tower, 36th St. cor. 11th Ave., Uptown Bonifacio, Taguig City Note 1: In case of death, resignation or cessation of office of the officer designated as contact person, such incident shall be reported to the Commisssion within thirty (30) calendar days from the occurrence thereof with information and complete contact details of the new contact person designated 2: All Boxes must be properly and completely filled-up. Failure to do so shall cause to delay in updating the corporation's records with the Commission and/or non-receipt of Notice of Deficiencies. Further, non-recepient of Notice of Deficiencies shall not excuse the corporation from liability for its defIciencies. SEC Number: AS 094-004462 File Number: _________ GLOBAL-ESTATE RESORTS, INC. (Company’s Full Name) 16th Floor, Alliance Global Tower, 36th Street cor. 11th Avenue, Uptown Bonifacio, Taguig City 1634 (Company’s Address) SEC Form 17 - A Annual Report (Form Type) ______________________________________ (Amendments – if applicable) 0 SECURITIES AND EXCHANGE COMMISSION SEC FORM 17-A, AS AMENDED ANNUAL REPORT PURSUANT TO SECTION 17 OF THE SECURITIES REGULATION CODE AND SECTION 141 OF THE CORPORATION CODE OF THE PHILIPPINES 1. For the fiscal year ended December 31, 2019 2. SEC Identification Number AS 094-004462 3. BIR Tax Identification No. 000-426-523 4. Exact name of issuer as specified in its charter GLOBAL-ESTATE RESORTS, INC. 5. Taguig City, Philippines 6. (SEC Use Only) Province, Country or other jurisdiction of Industry Classification Code: incorporation or organization 7. 16th Floor, Alliance Global Tower, 36th Street cor. 11th Avenue, Uptown Bonifacio, Taguig City 1634 Address of principal office Postal Code 8. (632) 5328-4370 to 78 Issuer's telephone number, including area code 9. N/A 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 Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding Common Shares 10,986,000,000 Outstanding debts (loans) 5,024,305,898 11. Are any or all of these securities listed on a Stock Exchange. Yes [X] No [ ] Name of Stock Exchange: Philippine Stock Exchange Class of securities listed: Common Stocks 10,986,000,000 common shares have been listed with the Philippines Stock Exchange as of December 31, 2019. 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 1 141 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 [ ] 13. Aggregate market value of the voting stock held by non-affiliates of the registrant: P 2,326,787,336.40 (as of December 27, 2019) based on the closing price of Php1.20 per share 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 [ ] Not Applicable DOCUMENTS INCORPORATED BY REFERENCE 15. Briefly describe documents incorporated by reference and identify the part of SEC Form 17-A into which the document is incorporated: 2019 Audited Consolidated Financial Statements (incorporated as reference for Item 7 of SEC Form 17-A) 2 TABLE OF CONTENTS Page No. PART I – BUSINESS AND GENERAL INFORMATION Item 1 Business 4 Item 2 Properties 13 Item 3 Legal Proceedings 16 Item 4 Submission of Matters to a Vote of Security Holders 16 PART II – OPERATIONAL AND FINANCIAL INFORMATION Item 5 Market for Issuer’s Common Equity and Related Stockholders’ Matters 16 Item 6 Management’s Discussion and Analysis Or Plan of Operation 19 Item 7 Financial Statements 31 Item 8 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 32 PART III – CONTROL AND COMPENSATION INFORMATION Item 9 Directors and Executive Officers of the Issuer 32 Item 10 Executive Compensation 38 Item 11 Security Ownership of Certain Beneficial Owners and Management 41 Item 12 Certain Relationships and Related Transactions 43 PART IV - EXHIBITS AND SCHEDULES Item 13 Exhibits and Reports on SEC Form 17-C 43 SIGNATURES 45 3 PART I – BUSINESS AND GENERAL INFORMATION ITEM 1. BUSINESS Business Development Global-Estate Resorts, Inc. (“GERI” or the “Company”) was incorporated on 18 May 1994 as Fil-Estate Land, Inc. to engage in real estate development. The Company went public in November 1995 when its common shares were listed in the Philippine Stock Exchange (PSE). In 2011, Alliance Global Group, Inc. (“AGI”) acquired a majority stake in the Company and re-branded it as Global-Estate Resorts, Inc. to engage in the development of integrated tourism and leisure estates. In 2014, GERI was consolidated under Megaworld Corporation when the latter acquired AGI’s stake in the Company. Description of Business The Company is primarily engaged in the development of integrated tourism and leisure estates and integrated lifestyle communities consisting of residential, retail, hotel and/or leisure components in natural resort settings. Its key developments are Boracay Newcoast in Malay, Aklan, Twin Lakes in Laurel, Batangas, Sta. Barbara Heights in Iloilo, Southwoods City in Laguna and Cavite, Alabang West in Las Pinas, Metro Manila, Eastland Heights in Antipolo City, Rizal, The Hamptons Caliraya in Lumban-Cavinti, Laguna, Arden Botanical Estate in Trece and Tanza, Cavite and The Fifth in Pasig City, Metro Manila. The Company undertakes its development business by itself or in joint venture with landowners. Among the Company’s subsidiaries are joint venture corporations: i) Twin Lakes Corporation (“TLC”), which was incorporated on 02 March 2011 to develop Twin Lakes in Laurel, Batangas; ii) Oceanfront Properties, Inc. (“OPI”), which was incorporated on 12 October 2010 to develop parts of Boracay Newcoast; and iii) Southwoods Mall, Inc. (“SMI”), which was incorporated on 18 July 2013 to develop the Southwoods Mall and Office Towers in Southwoods City. The Company’s developments are marketed by Megaworld Global-Estate, Inc., a subsidiary incorporated on 14 March 2011, and by the Company’s in-house marketing group. The Company’s hotel developments in Boracay and Twin Lakes are operated by its subsidiaries Twin Lakes Hotel, Inc. (incorporated on 28 September 2018), Savoy Hotel Boracay, Inc. (incorporated on 24 January 2017), Belmont Hotel Boracay, Inc. (incorporated on 18 March 2019), and Fil-Estate Urban Development Corporation (“FEUDC”) (incorporated on 6 March 2000). Prior to 2011, the Company’s subsidiaries Fil-Estate Properties, Inc. (“FEPI”) and Fil-Estate Golf and Development, Inc. (“FEGDI”), incorporated on 13 February 1990 4 and 06 March 1990, respectively, had engaged in the development of residential subdivisions, condominium buildings, commercial lots, and golf clubs. Bankruptcy, Receivership or Similar Proceedings Neither the Company nor its significant subsidiaries have been involved in bankruptcy, receivership or similar proceeding. Material Reclassification, Merger, Consolidation or Purchase or Sale of a Significant Amount of Assets (not ordinary) As of 31 December 2019, FEPI sold 100% ownership interest in Boracay Newcoast Hotel Group, Inc. (“BNHGI”), a hotel development company incorporated on 17 July 2012. Products GERI together with its subsidiaries (the “GERI Group”) have a diversified real estate inventory including residential and commercial lots, residential condominium units, condominium hotel units, and golf club shares. Percentage of sales or revenues and net income contributed by foreign sales Sales to the foreign market accounted for 15% of the consolidated real estate sales for the year 2019. Distribution Methods of Products Real estate products in GERI developments are promoted and marketed to a wide range of clients by GERI’s in-house marketing group and marketing subsidiary, Megaworld Global-Estate, Inc. (“MGEI”). Real estate products in FEPI and FEGDI developments are sold thru third party real estate brokers. Suppliers The Company has a broad base of suppliers.