Part 1 – BUSINESS and GENERAL INFORMATION Item 1
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C O V E R S H E E T SEC Registration Number 1 7 0 9 5 7 C O M P A N Y N A M E F I L I N V E S T L A N D , I N C . A N D S U B S I D I A R I E S PRINCIPAL OFFICE ( No. / Street / Barangay / City / Town / Province ) 7 9 E D S A , B r g y . H i g h w a y H i l l s , M a n d a l u y o n g C i t y Secondary License Type, If Form Type Department requiring the report Applicable 1 7 - A C O M P A N Y I N F O R M A T I O N Company’s Email Address Company’s Telephone Number Mobile Number 7918-8188 No. of Stockholders Annual Meeting (Month / Day) Fiscal Year (Month / Day) 5,670 Every 2nd to the last Friday 12/31 of April Each Year 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 Ms. Venus A. Mejia venus.mejia@filinvestg 7918-8188 roup.com CONTACT PERSON’s ADDRESS 79 EDSA, Brgy. Highway Hills, Mandaluyong 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 Commission 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 the delay in updating the corporation’s records with the Commission and/or non-receipt of Notice of Deficiencies. Further, non-receipt of Notice of Deficiencies shall not excuse the corporation from liability for its deficiencies. i SECURITIES AND EXCHANGE COMMISSION SEC FORM 17-A ANNUAL REPORT PURSUANT TO SECTION 17 OF THE SECURITIES REGULATIONS CODE AND SECTION 141 OF THE CORPORATION CODE OF THE PHILIPINES For the calendar year ended December 31, 2019 SEC Identification Number 170957 BIR Tax ID 000-533-224 Exact name of registrant as specified in its charter FILINVEST LAND, INC. Province, Country or other jurisdiction of incorporation or organization Philippines Filinvest Bldg., #79 EDSA, Highway Hills, Mandaluyong City, Metro Mla. 1550 Address of principal office Postal Code Registrant ‘s telephone number, including area code 02-7918-8188 / 02-7588-1678 N/A_______________________________________________ ___ Former name, former address, and former fiscal year, if changed since last report Securities registered pursuant to Section 8 and 12 of the SRC Number of shares of Amount of Long-Term Title of Each Class Common Stock Outstanding Debt Outstanding Common Stock, P 1.00 par value 24,249,759,506 P=52,230,795 Are any or all of these securities listed on the Philippine Stock Exchange Yes x No Check whether the issuer: (a) has filed reports required to be filed by Section 17 of the SRC Rule 17 thereunder or Section 11 of the RSA Rule 1(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 90 days. Yes x No State the aggregate market value of the voting stock held by non-affiliates. P12.14 Billion ii A member firm of Ernst & Young Global Limited APPLICABLE ONLY TO ISSUERS INVOLVED IN INSOLVENCY/SUSPENSION OF PAYMENTS PROCEEDINGS DURING THE PRECEDING FIVE YEAR: 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 of the Commission. Not Applicable Yes No If any of the following documents are incorporated by reference, briefly describe them and identify the part of SEC Form 17-1 into which the document is incorporated. a) Any annual report to security holders; b) Any proxy or information statement filed pursuant to SRC Rule 20 and 17.1(b); c) Any prospectus filed pursuant to SRC Rule 8.1-1 iii TABLE OF CONTENTS Part 1 – BUSINESS AND GENERAL INFORMATION Item 1. BUSINESS 1.1. Brief Description and Recent Developments 1 1.2. Form and Date of Organization 2 1.3. Subsidiaries 2 1.4. Equity Investments 6 1.5. Business Groups, Product Categories, Target Markets & Revenue Contribution 1.5.1 Real Estate Sales Segment 6 1.5.2. Leasing Segment 12 1.6. Marketing and Sales 1.6.1 Real Estate Sales Segment 14 1.6.2 Leasing Segment 15 1.7. Customer Financing for Real Estate Projects 15 1.8. Real Estate Development 16 1.9. Competition 1.9.1. Real Estate Sales Segment 17 1.9.2. Leasing Segment 17 1.10. Related-Party Transactions 18 1.11. Intellectual Property 19 1.12. Government and Environmental Regulations 21 1.13. Employees and Labor 22 1.14. Major Risk Factors 22 Item 2. PROPERTIES 2.1. Land Bank 24 2.2. Current Development Projects 25 2.3. Investment Properties 26 2.4. Property and Equipment 26 Item 3. LEGAL PROCEEDINGS 26 Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 28 Part II – OPERATIONAL AND FINANCIAL INFORMATION Item 5. MARKET FOR ISSUER’S COMMON EQUITY & RELATED STOCKHOLDER MATTERS 28 Item 6. BOND ISSUANCES 30 Item 7. MANAGEMENT DISCUSSION AND ANALYSIS AND PLAN 30 OF OPERATION/ PERFORMANCE INDICATORS Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT ON ACCOUNTING AND FINANCIAL DISCLOSURE 42 PART III – CONTROL AND COMPENSATION INFORMATION Item 9. DIRECTORS AND PRINCIPAL OFFICERS OF THE REGISTRANT 43 Item 10. EXECUTIVE COMPENSATION 46 Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 11.1. Security Ownership of Certain Beneficial Owners as of December 31, 2019 47 11.2. Security Ownership of Management as of December 31, 2019 48 11.3. Voting Trust Holders of 5% or more Changes in Control 49 11.4. Changes in Control 49 Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 49 PART lV – COMPLIANCE WITH LEADING PRACTICES ON CORPORATE GOVERNANCE Item 13. Corporate Governance 49 PART V – EXHIBITS AND SCHEDULES Item 14. EXHIBITS AND REPORTS ON SEC Form 17-C 61 INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY SCHEDULES 62 iv Part 1 – BUSINESS AND GENERAL INFORMATION Item 1. BUSINESS 1. 1. Brief Description and Recent Developments Filinvest Land Inc. (“FLI” or “the Parent Company”) is one of the leading real estate developers in the country, providing a wide range of real estate products to residential and commercial customers. FLI (including its predecessor’s operations) has over 50 years of real estate expertise and has developed over 2500 hectares of land, having provided home/home sites for over 200,000 families. FLI is one of the largest nationwide residential developers in 53 cities and towns in 19 provinces in the Philippines. It is also one of the largest mid-rise building (MRB) developers in the country today and a market leader in the affordable and middle-income residential segments. It currently owns land bank of 1,753 hectares for sustainable future growth. The Parent Company and its subsidiaries (collectively referred to as “the Group”) offer a range of real estate products from socialized and affordable housing to middle-income and high-end housing, various types of subdivision lots, medium-rise residential buildings, farm estates, industrial parks, residential resort projects, condotels, and condominium buildings. The Group also leases out commercial and office spaces in Muntinlupa City, Makati City, Pasay City, Cebu City, Tagaytay City, Cavite, and Clark Mimosa, its major locations for leasing. Filinvest Axis Tower 2, located in Northgate Cyberzone Alabang, was completed in 2019 adding 39,341 square meters of GLA to the office portfolio. FLI now operates 31 office buildings totaling 523,902 square meters. For retail, FLI has 243,215 square meters GLA in the retail portfolio in 2019 from 242,127 square meters in 2018. With a more diversified portfolio, FLI expects to generate stable recurring revenue from its retail and office investment properties. These recurring revenues can, in turn, be used to provide internally generated funding for other projects. FLI is not and has never been a subject of any bankruptcy, receivership, or similar proceedings. 19.2-hectare South Road Properties In July 2015, FLI, Cyberzone Properties, Inc. and Filinvest Alabang Inc. (collectively referred to as Filinvest Consortium) won the bidding for a 19.20-hectare lot in Cebu’s SRP. Thereafter, on August 7, 2015, Filinvest Consortium entered into a Deed of Sale on Installment (DSI) with the Cebu City Government. In a letter dated January 6, 2017, the Cebu City Mayor questioned the validity of the sale and gave the buyers the option to withdraw from the sale at buyer’s discretion. In a letter to the Cebu City Mayor dated February 7, 2017 (the Letter), Filinvest Consortium expressed its intention to rescind the DSI. Under the DSI, Cebu City undertook to comply with several covenants, undertakings and obligations no later than February 7, 2016 (or 180 days from execution of the DSI). The Letter pointed out that as of February 7, 2017, the said covenants, undertakings and obligations have not been complied with and it does not appear that these will be complied with within a foreseeable reasonable period of time. The rescission of the DSI shall only take effect upon return by Cebu City of the down payment and installment payments made to Cebu City by Filinvest Consortium, plus interests, within ninety (90) days from receipt of the Letter in accordance with Section 5.7 of the DSI.