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Metro Pacific Investments Corporation METRO PACIFIC INVESTMENTS CORPORATION 14 November 2013 PHILIPPINE STOCK EXCHANGE Disclosure Department 3/F PSE Plaza Ayala Triangle, Ayala Avenue Makati City Attention: MS. JANET A. ENCARNACION Head Disclosure Department RE: SEC FORM 17-Q 9M Financial Report ended 30th September 2013 In compliance with the Revised Disclosure rules of the Exchange, Metro Pacific Investments Corporation submits through Odisy, SEC form 17-Q, to report the financial results of the Company for the third quarter of 2013. Thank you. Very truly yours, MELODY M. DEL ROSARIO Corporate Information Officer PR & Corporate Communications SEC Number CS200604494 File Number_______ Metro Pacific Investments Corporation (Company’s Full Name) 10/F MGO Bldg., Legaspi cor. Dela Rosa Sts. Legaspi Village, 0721 Makati City (Company’s Address) (632) 888-0888 Telephone Number ______N/A_______ (Fiscal Year Ending) (month & day) Form 17-Q Form Type _________N/A__________ Designation (If applicable) 30 September 2013 Period Date Ended ____________N/A____________ (Secondary License Type and File Number) SECURITIES AND EXCHANGE COMMISSION SEC FORM 17-Q QUARTERLY REPORT PURSUANT TO SECTION 17 OF THE SECURITIES REGULATION CODE AND SRC RULE 17(2)(b) THEREUNDER 1. For the quarterly period ended September 30, 2013 2. SEC identification number CS200604494 3. BIR Tax Identification No. 244-520-457-000 4. Exact name of issuer as specified in its charter METRO PACIFIC INVESTMENTS CORPORATION 5. Province, country or other jurisdiction of incorporation or organization Makati City, Philippines 6. Industry Classification Code: (SEC Use Only) 7. Address of issuer's principal office Postal Code 10/F MGO Bldg., Legaspi cor. Dela Rosa Sts., Legazpi Village, 0721 Makati City 8. Issuer's telephone number, including area code (632) 8880888 9. Former name, former address and former fiscal year, if changed since last report N/A 10. Securities registered pursuant to Sections 8 and 12 of the Code, or Sections 4 and 8 of the RSA Title of each Class Number of shares of common stock outstanding Common Shares 26,024,748,7521 1 Reported by the stock transfer agent as of September 30, 2013 11. Are any or all of the securities listed on a Stock Exchange? Yes [ X ] No [ ] If yes, state the name of such Stock Exchange and the class/es of securities listed therein: Philippines Stock Exchange 12. Indicate by check mark whether the registrant: (a) has filed all reports required to be filed by Section 17 of the Code and SRC Rule 17 thereunder or Sections 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 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 [ ] TABLE OF CONTENTS Exhibit I Unaudited Interim Consolidated Financial Statements 2 Exhibit II Notes to Unaudited Interim Consolidated Financial Statements 9 Exhibit III Management's Discussion and Analysis of Financial Condition and Results of Operations 51 Financial Highlights and Key Performance Indicators 52 Operational Review – 9M2013 vs 9M2012 MPIC Consolidated 56 Operating Segments of the Group 60 Discussion of Financial Position 67 Liquidity & Capital Resources 71 Financial Soundness Indicators 73 Risk Factors 74 Key Variable and Other Qualitative and Quantitative Factors 77 Item 1 FINANCIAL STATEMENTS 1 Exhibit I METRO PACIFIC INVESTMENTS CORPORATION AND SUBSIDIARIES INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) (Amounts in Millions except Per Share Amounts) Nine Months ended Three Months ended September 30 September 30 2013 2012* 2013 2012* OPERATING REVENUES Water and sewerage services revenue P=12,598 P=11,649 P=4,106 P=3,965 Toll fees 6,038 4,997 1,934 1,576 Hospital revenue 4,151 3,818 1,514 1,348 School revenue 92 73 39 31 22,879 20,537 7,593 6,920 COST OF SALES AND SERVICES (Note 20) (8,715) (8,037) (3,085) (2,764) GROSS PROFIT 14,164 12,500 4,508 4,156 General and administrative expenses (Note 21) (4,463) (4,189) (1,443) (1,533) Interest expense (Note 22) (3,044) (2,783) (1,023) (924) Share in net earnings of associates and a joint venture - net (Note 9) 1,869 1,645 634 428 Interest income (Note 22) 370 518 109 135 Other income and expenses - net (Note 23) 32 328 (62) 192 INCOME BEFORE INCOME TAX 8,928 8,019 2,723 2,454 PROVISION FOR (BENEFIT FROM) INCOME TAX Current 789 880 271 262 Deferred (225) (362) (72) (186) 564 518 199 76 NET INCOME 8,364 7,501 2,524 2,378 OTHER COMPREHENSIVE INCOME (Note 19) Net OCI to be reclassified to profit or loss in subsequent periods (139) 14 (122) 10 Net OCI not being reclassified to profit or loss in subsequent periods (124) − − − TOTAL COMPREHENSIVE INCOME P=8,101 P=7,515 P=2,402 P=2,388 Net Income Attributable to: Owners of the Parent Company P=5,237 P=4,989 P=1,547 P=1,545 Non-controlling interest 3,127 2,512 977 833 P=8,364 P=7,501 P=2,524 P=2,378 Total Comprehensive Income Attributable to: Owners of the Parent Company P=4,971 P=4,999 P=1,426 P=1,552 Non-controlling interest 3,130 2,516 976 836 P=8,101 P=7,515 P=2,402 P=2,388 EARNINGS PER SHARE (Note 24) Basic Earnings Per Common Share, Attributable to Owners of the Parent Company (In Centavos) P=20.21 P=20.27 P=5.94 P=6.28 Diluted Earnings Per Common Share, Attributable to Owners of the Parent Company (In Centavos) P=20.16 P=20.23 P=5.93 P=6.27 *Restated for consistency in presentation and classification with 2013 balances See accompanying notes to the Unaudited Interim Condensed Consolidated Financial Statements and Management Discussion and Analysis 2 METRO PACIFIC INVESTMENTS CORPORATION AND SUBSIDIARIES INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Amounts in Millions) Unaudited Restated** September 30, December 31, 2013 2012 ASSETS Current assets Cash and cash equivalents and short-term deposits (Note 5) P=12,855 P=9,119 Restricted cash (Note 5) 1,549 1,359 Receivables (Note 6) 3,570 3,608 Due from related parties (Note 16) 237 146 Other current assets (Note 7) 2,791 1,793 Total Current Assets 21,002 16,025 Noncurrent Assets Receivables (Note 6) 756 7,332 Due from related parties (Note 16) 73 65 Available-for-sale financial assets (Note 8) 1,972 1,403 Investments and advances (Note 9) 46,591 45,083 Goodwill (Note 4) 18,307 13,155 Service concession assets (Note 10) 94,886 81,870 Property use rights 659 690 Property and equipment 6,563 6,049 Other noncurrent assets (Note 11) 2,841 1,805 Total Noncurrent Assets 172,648 157,452 P=193,650 P=173,477 ** Restated for effects of adoption of the revised Philippine Accounting Standard 19 “Employee Benefits” See accompanying notes to the Unaudited Interim Condensed Consolidated Financial Statements and Management Discussion and Analysis (Forward) 3 METRO PACIFIC INVESTMENTS CORPORATION AND SUBSIDIARIES INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Amounts in Millions) Unaudited Restated** September 30, December 31, 2013 2012 LIABILITIES AND EQUITY Current Liabilities Note payable (Note 14) P=− P=4,700 Accounts payable and other current liabilities (Note 12) 14,423 13,712 Income tax payable 248 183 Due to related parties (Note 16) 99 97 Current portion of: Provisions (Note 13) 4,392 3,670 Service concession fees payable 1,523 688 Long-term debt (Note 14) 3,754 1,847 Total Current Liabilities 24,439 24,897 Noncurrent Liabilities Noncurrent portion of: Provisions (Note 13) 404 252 Service concession fees payable 6,978 8,026 Long-term debt (Note 14) 42,754 37,068 Deferred credits and other long-term liabilities (Note 15) 5,205 5,398 Deferred tax liabilities 3,664 3,448 Total Noncurrent Liabilities 59,005 54,192 Total Liabilities 83,444 79,089 Equity Owners of the Parent Company: Capital stock (Note 17) 26,075 24,664 Additional paid-in capital 42,930 38,097 Equity reserves (Note 18) 2,630 707 Retained earnings 19,924 15,701 Other comprehensive income reserve (Note 18) 306 473 Total equity attributable to owners of the Parent Company 91,865 79,642 Non-controlling interest 18,341 14,746 Total Equity 110,206 94,388 P=193,650 =P173,477 ** Restated for effects of adoption of the revised Philippine Accounting Standard 19 “Employee Benefits” See accompanying notes to the Unaudited Interim Condensed Consolidated Financial Statements and Management Discussion and Analysis 4 METRO PACIFIC INVESTMENTS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Amounts in Millions) Nine Months Ended September 30 2013 2012 CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax P=8,928 P=8,019 Adjustments for: Interest expense (Note 22) 3,044 2,783 Amortization of service concession assets (Note 10) 2,074 2,295 Equity in net earnings of associates and a joint venture – net (Note 9) (1,869) (1,645) Refinancing cost (Note 23) 814 − Recovery from accounts written-off, provisions and other liabilities (Note 23) (734) (2) Depreciation and amortization (Notes 20 and 21) 680 579 Dividend income on preferred shares (Note 23) (405) (561) Interest income (Note 22) (370) (518) Unrealized foreign exchange loss (gain) – net 284 (591) Provision for Long-term Incentive Plan 271 177 Deferred toll and tuition fees realized (31) (34) Provision for Executive Stock Option Plan (Note 25) 4 10 Mark-to-market gain (loss) on derivatives–net (Note 23) − (11) Operating income before working capital changes 12,690 10,501 Decrease (increase) in: Short-term deposits (188) 23 Restricted cash (189) 670 Receivables 205 (370) Due from related parties
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