Securities and Exchange Commission Sec Form 17-A, As Amended
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CR03236-2020 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 Dec 31, 2019 2. SEC Identification Number AS094-006430 3. BIR Tax Identification No. 003-942-108 4. Exact name of issuer as specified in its charter EMPIRE EAST LAND HOLDINGS, INC. 5. Province, country or other jurisdiction of incorporation or organization Metro Manila 6. Industry Classification Code(SEC Use Only) 7. Address of principal office 12th Floor, Alliance Global Tower 36th Street cor. 11th Avenue Uptown Bonifacio, Taguig City Postal Code 1634 8. Issuer's telephone number, including area code (632) 85544800 9. Former name or former address, and former fiscal year, if changed since last report N/A 10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding Common 14,676,199,167 11. Are any or all of registrant's securities listed on a Stock Exchange? Yes No If yes, state the name of such stock exchange and the classes of securities listed therein: Philippine Stock Exhange - Common Shares 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 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. The aggregate market value shall be computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of a specified date within sixty (60) days prior to the date of filing. If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances, provided the assumptions are set forth in this Form As of March 27, 2020, Php715,404,498.82 based on the closing price of Php0.295 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 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: (a) Any annual report to security holders N/A (b) Any information statement filed pursuant to SRC Rule 20 N/A (c) Any prospectus filed pursuant to SRC Rule 8.1 N/A The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party. Empire East Land Holdings, Inc. ELI PSE Disclosure Form 17-1 - Annual Report References: SRC Rule 17 and Section 17.2 and 17.8 of the Revised Disclosure Rules For the fiscal year Dec 31, 2019 ended Currency Pesos Balance Sheet Year Ending Previous Year Ending Dec 31, 2019 Dec 31, 2018 Current Assets 39,673,863,735 37,127,677,727 Total Assets 44,842,066,190 42,600,191,736 Current Liabilities 12,966,482,953 11,110,560,288 Total Liabilities 16,238,341,134 14,905,101,929 Retained 6,491,607,310 5,876,989,482 Earnings/(Deficit) Stockholders' Equity 28,603,725,056 27,695,089,807 Stockholders' Equity - Parent 25,791,391,795 25,136,369,920 Book Value Per Share 1.76 1.71 Income Statement Year Ending Previous Year Ending Dec 31, 2019 Dec 31, 2018 Gross Revenue 4,922,451,057 4,152,887,405 Gross Expense 3,881,788,275 3,324,307,987 Non-Operating Income 295,402,422 290,181,706 Non-Operating Expense 413,841,152 349,305,681 Income/(Loss) Before Tax 922,224,052 769,455,443 Income Tax Expense 306,660,741 234,298,923 Net Income/(Loss) After Tax 615,563,311 535,156,520 Net Income/(Loss) Attributable to Parent 622,021,871 534,218,365 Equity Holder Earnings/(Loss) Per Share (Basic) 0.04 0.03 Earnings/(Loss) Per Share (Diluted) 0.04 0.03 Financial Ratios Fiscal Year Ended Previous Fiscal Year Formula Dec 31, 2019 Dec 31, 2018 Liquidity Analysis Ratios: ; ; Current Ratio or Current Assets / Current 3.06 3.34 Working Capital Ratio Liabilities (Current Assets - Inventory - ; ; Quick Ratio Prepayments) / Current 0.62 0.66 Liabilities ; ; Solvency Ratio Total Assets / Total Liabilities 2.76 2.86 Financial Leverage Ratios ; ; Debt Ratio Total Debt/Total Assets 0.36 0.35 Total Debt/Total ; ; Debt-to-Equity Ratio 0.57 0.54 Stockholders' Equity Earnings Before Interest and ; ; Interest Coverage Taxes (EBIT) / Interest 3.09 2.78 Charges Total Assets / Total ; ; Asset to Equity Ratio 1.57 1.54 Stockholders' Equity Profitability Ratios Sales - Cost of Goods Sold or ; ; Gross Profit Margin 0.45 0.41 Cost of Service / Sales ; ; Net Profit Margin Net Profit / Sales 0.15 0.15 ; ; Return on Assets Net Income / Total Assets 0.01 0.01 Net Income / Total ; ; Return on Equity 0.02 0.02 Stockholders' Equity Price Per Share / Earnings Price/Earnings Ratio 10.24 13.69 Per Common Share Other Relevant Information None Filed on behalf by: Name Christopher Rodriguez Designation Corporate Counsel 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 1. For the fiscal year ended 31 December 2019 2. SEC Identification Number: AS094-006430 3. BIR Tax Identification No.: 003-942-108 4. EMPIRE EAST LAND HOLDINGS, INC. Exact name of issuer as specified in its charter 5. Metro Manila Province, Country or other jurisdiction of incorporation or organization 6. (SEC Use Only) Industry Classification Code 7. 12th Floor, Alliance Global Tower 36th Street cor. 11th Avenue Uptown Bonifacio, Taguig City 1634 Address of principal office 8. (632) 85544800 Issuer’s telephone number, including area code 9. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA Title of Each Number of Shares of Common Class Stock Outstanding Common 14,676,199,167 10. Are any or all of these securities listed on a Stock Exchange? Yes [x] No [ ] Philippine Stock Exchange Common Shares 11. Check whether the issuer: (a) has filed all reports required to be filed by Section 17 of the SRC and SRC Rule 17 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. Yes [x] No [ ] (b) has been subject to such filing requirements for the past ninety (90) days. Yes [x] No [ ] 12. Aggregate Market Value of Voting Stock held by Non-Affiliates as of March 27, 2020 is Php715,404,498.82 based on the closing price of Php0.295 per share. 1 PART I - BUSINESS AND GENERAL INFORMATION Item 1. Business Business Development Empire East Land Holdings, Inc. (the “Company”) was incorporated under Philippine law on 15 July 1994. Prior to its incorporation, the Company was a division of Megaworld Corporation (formerly, Megaworld Properties & Holdings, Inc.) and was then known as its Community Housing Division. In 1994, Megaworld Corporation decided to spin off its Community Housing Division into what is now the Company for the purpose of separating its high-end residential and office business from its lower and middle- income housing business. As of December 2019, Megaworld holds 81.72% of the Company. As of December 31, 2018, the Company holds 100% equity interest in Eastwood Property Holdings, Inc. (EPHI); Valle Verde Properties, Inc. (“VVPI”); Sherman Oak Holdings, Inc. (“SOHI”) Empire East Communities, Inc. (“EECI”) and 20th Century Nylon Shirt Co., Inc. (20th Century); 73% in Laguna BelAir Science School, Inc. (LBASSI); 60% in Sonoma Premier Land, Inc. (“SPLI”) (formerly, “Galleria Corsini Holdings, Inc.”); and 47% in Gilmore Property Marketing Associates, Inc. (“GPMAI”) and 40% in Pacific Coast Megacity Inc. (PCMI). EPHI, which was incorporated on September 5, 1996, serves as the marketing arm of the Company and markets the projects of the Company and those of other related parties. VVPI was incorporated on October 13, 2006. In 2008, the Company acquired shares of VVPI from another stockholder increasing the Company’s ownership in VVPI to 100%. SPLI was incorporated on February 26, 2007 and started its commercial operations in 2008. In 2008, 200 million shares in SPLI were acquired by the Company, increasing its ownership to 60% from 20%.