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Lopez Holdings Corporation Annual Report 2013

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Lopez Holdings Corporation Annual Report 2013 COVER SHEET A S 0 9 3 0 0 4 3 6 9 SEC Registration Number L O P E Z H O L D I N G S C O R P O R A T I O N A N D S U B S I D I A R I E S (Company’s Full Name) 4 t h F l o o r , B e n p r e s B u i l d i n g , M e r a l c o A v e n u e , P a s i g C i t y 1 6 0 5 (Business Address: No. Street City/Town/Province) Mr. Salvador Tirona 910-3040 (Contact Person) (Company Telephone Number) 1 2 3 1 1 7 - A 0 6 1 6 Month Day (Form Type) Month Day (Fiscal Year) (Annual Meeting) (Secondary License Type, If Applicable) Dept. Requiring this Doc. Amended Articles Number/Section Total Amount of Borrowings 9,194 P71,286 million P78,523 million 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 COMMSSION SEC FROM 17-A ANNUAL REPORT PURSUANT TO SECTION 17 OF THE SECURITIES REGULATION CODE AND SECTION 141 OF CORPORATION CODE OF THE PHILIPPINES 1. For the fiscal year ended December 31, 2013 2. SEC Identification No. AS 093004369 3. BIR Tax Identification No. 002-825-058 4. Exact name of the registrant as specified in its charter LOPEZ HOLDINGS CORPORATION 5. Philippines 6. ________ (SEC use only) Province, Country or other jurisdiction of Industry Classification code: Incorporation or organization 7. 4th Floor, Benpres Building, Meralco Avenue, Pasig City, 1605. Address of principal office Postal code 8. (632) 910-3040 Registrant’s telephone number, including area code 9. BENPRES HOLDINGS CORPORATION_______________________________ Former name, former address, and former fiscal year, if changed since last year 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 Stock 4,588,319,196 shares Long-term Commercial Papers P66 million 11. Are any or all of these securities listed on the Philippine Stock Exchange? Yes [x] No [ ] 12. Check whether the registrant: a) has filed all reports to be filed by Section 17 of the SRC and SRC 17 thereunder or Section 11 of the RSA Rule 11(a)-1 thereunder and Sections 26 and 141 of the Corporation Code of the Philippines during the preceding 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 [ ] 13. State the aggregate market value of the voting stock held by non-affiliates of the registrant: Php8.5 billion (as of December 31, 2013) (Note: Item No. 14 and 15 in the Form is not applicable) TABLE OF CONTENTS Page No. PART I – BUSINESS AND GENERAL INFORMATION Business 1 Properties 8 Legal Proceedings 8 Submission of Matters to a Vote of Security Holders 8 PART II – OPERATIONAL AND FINANCIAL INFORMATION Market for Issuer’s Common Equity and Related Stockholders Matters 9 Management’s Discussion and Analysis or Plan of Operation 10 Financial Statements 16 Changes in and Disagreements with Accountants and Financial Disclosure 16 PART III – CONTROL AND COMPENSATION INFORMATION Directors and Executive Officers of the Issuer 17 Executive Compensation 21 Security Ownership of Certain Beneficial Owners and Management 22 Certain Relationships and Related Transactions 23 PART IV – EXHIBITS AND SCHEDULES List of Subsidiaries and Direct Affiliates of the Registrant 24 Reports on SEC Form 17-C (Current Report) 24 SIGNATURES 27 INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY SCHEDULES 28 PART I – BUSINESS AND GENERAL INFORMATION Business The Company Lopez Holdings Corporation (Lopez Holdings or the Parent Company) was incorporated in 1993 by the Lopez family to serve as the holding company for investments in major development sectors such as broadcasting and cable; telecommunications; power generation and distribution; and banking. It added to its portfolio, investments in other basic service sectors but has since sold its interest in banking, toll roads, information technology, property development and health care delivery. Its current interests are in multimedia communications, including broadcast, cable and telecom, and power generation, especially in the development of clean, indigenous and/or renewable energy sources. No new businesses were developed in the last three years. The Parent Company changed its corporate name from “Benpres Holdings Corporation” to “Lopez Holdings Corporation” as approved by the Philippine Securities and Exchange Commission (SEC) on June 23, 2010. Please refer to Exhibit A on page 25 summarizing the list of the subsidiaries and direct associates of the registrant including their principal activities, and effective percentage of ownership. Lopez Holdings Corporation is a holding company which invested in leading Philippine corporations: ABS-CBN Corporation (ABS-CBN), the country’s largest multimedia conglomerate and First Philippine Holdings Corporation (FPH), which has investments in sustainable energy development, infrastructure, property development and green manufacturing. Lopez Holdings, ABS-CBN and FPH are listed in the Philippine Stock Exchange. Lopez Holdings received a total of P942 in cash dividends from its investees in 2013: P179 million from ABS-CBN and P763 million from FPH. This compares with P865 million in cash dividends received in 2012: P357 million from ABS-CBN and P508 million from FPH; and P1.446 billion in cash dividends received in 2011: P938 million from ABS-CBN and P508 million from FPH. Lopez Holdings declared a cash dividend of P0.125 per share in May 2013, compared to P0.10 per share in 2012 and P0.10 per share in 2011. The economic interest of Lopez Holdings in ABS-CBN is held through PDRs (Philippine Deposit Receipts) issued by parent firm Lopez Inc., which are convertible into ABS-CBN common shares. Said common shares used to be the underlying security for a Convertible Note issued by Lopez Inc. in April 1998. The Note expired in April 2013 and was replaced by Lopez Inc. PDRs, exchangeable for 446,231,607 ABS-CBN common shares. Through Lopez Inc., the company subscribed to 987,130,246 preferred shares issued by ABS-CBN in February 2013, after a pro-rated offering to existing shareholders in January 2013. ABS-CBN issued one billion preferred shares at par of P0.20 per share, with a cumulative interest rate of 2% per annum. In addition, the Parent Company also subscribed to a new issuance of 34,702,140 ABS-CBN common shares for P1.5 billion. The new investment, together with P2.5 billion infused by The Capital Group, will be used by ABS-CBN for its digital convergence strategy led by its foray into mobile telephony under the brand ABS-CBN Mobile. Also in 2013, Bayan Telecommunications, Inc. (Bayan), Bayan Telecommunications Holdings Corporation (BTHC) and Globe Telecom, Inc. (Globe) jointly filed an Amended Rehabilitation Plan with 1 the court having jurisdiction over Bayan’s debts. The court approved the motion that sought to significantly restructure Bayan’s financial debt in order to prevent the recurrence of a default and ensure Bayan’s continued viability. Following Globe Telecom’s tender offer for Bayan’s debt in 2012, Globe Telecom held 96.5% of the total debt of Bayan at the end of that year. As proposed, restructuring would decrease the outstanding principal debt of Bayan from US$423.3 million to US$131.3 million, through the conversion of up to 69% of Bayan debt into Bayan shares. By converting some of Bayan debt to Bayan equity, Globe now owns 38% of Bayan as of end-2013. A change in control of Bayan requires certain regulatory approvals. The controlling interest of Lopez Holdings over Bayan through BTHC went down from 86% as of end-2012 to 59% as of end-2013. Lopez Holdings posted P1.943 billion in net income attributable to equity holders of the Parent for the year ended December 31, 2013. This is 55% lower than the P4.294 billion in net income attributable to equity holders of the Parent reported for the year end-2012, as restated. This was primarily due to the absence of one-off gains. Lopez Holdings booked a consolidated gain on sale of investment in equity securities of P6.093 billion in 2012 (none in 2013) and a gain on business combination of P2.136 billion in 2012 (none in 2013), after subsidiary FPH sold a 2.66% stake (30 million shares) in Meralco in January 2012 and recorded a gain on business combination following the listing by introduction of Rockwell Land Corporation in May 2012. Subsequently, Rockwell Land became a subsidiary of FPH. As of December 31, 2013, the company had US$23 million and P1.167million in direct obligations, compared to end-2012 debt levels of US$23 million and P66 million. Power and Energy FPH reported a 74% decrease in net income attributable to equity holders of the Parent to P2.350 billion for the year 2013 from P9.175 billion for the year 2012, primarily due to the absence of a gain from sale of investment. FPH revenues were down by 6% YoY to P93.412 billion from P99.794 billion, on lower electricity and merchandise sales. Sale of electricity accounted for 86% of consolidated revenues for the year 2013 and 88% for the year 2012. FPH exercised its option to redeem all its Series B preferred shares in the amount of P4.3 billion on April 30, 2013, the fifth anniversary of its issue date.
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