Securities and Exchange Commission Sec Form 17-A, As Amended
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CR02227-2019 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, 2018 2. SEC Identification Number 167423 3. BIR Tax Identification No. 000-477-103 4. Exact name of issuer as specified in its charter MEGAWORLD CORPORATION 5. Province, country or other jurisdiction of incorporation or organization MEGAWORLD CORPORATION 6. Industry Classification Code(SEC Use Only) 7. Address of principal office 30th 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) 894-6300/6400 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 32,239,445,872 Preferred 6,000,000,000 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 Exchange, 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 31 March 2019, Php62,962,542,628.00 based on the closing price of Php5.80 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. Megaworld Corporation MEG 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, 2018 ended Currency Philippine Pesos Balance Sheet Year Ending Previous Year Ending Dec 31, 2018 Dec 31, 2017 Current Assets 172,762,514,478 143,041,518,779 Total Assets 322,307,277,140 284,322,708,503 Current Liabilities 44,518,725,220 43,951,372,500 Total Liabilities 133,556,081,943 120,622,637,966 Retained 108,258,345,132 93,933,935,086 Earnings/(Deficit) Stockholders' Equity 188,751,195,197 163,700,070,537 Stockholders' Equity - Parent 163,865,666,090 141,108,463,356 Book Value Per Share 5.15 4.43 Income Statement Year Ending Previous Year Ending Dec 31, 2018 Dec 31, 2017 Gross Revenue 53,819,888,396 47,281,018,305 Gross Expense 32,586,993,998 28,485,045,120 Non-Operating Income 3,618,096,984 2,834,024,739 Non-Operating Expense 3,462,802,457 3,859,559,069 Income/(Loss) Before Tax 21,388,188,925 17,770,438,855 Income Tax Expense 5,544,362,408 4,063,450,162 Net Income/(Loss) After Tax 15,843,826,517 13,706,988,693 Net Income/(Loss) Attributable to Parent 15,218,912,803 13,145,556,720 Equity Holder Earnings/(Loss) Per Share (Basic) 0.47 0.41 Earnings/(Loss) Per Share (Diluted) 0.47 0.41 Financial Ratios Fiscal Year Ended Previous Fiscal Year Formula Dec 31, 2018 Dec 31, 2017 Liquidity Analysis Ratios: ; ; Current Ratio or Current Assets / Current 3.88 3.25 Working Capital Ratio Liabilities (Current Assets - Inventory - ; ; Quick Ratio Prepayments) / Current 1.41 1.06 Liabilities ; ; Solvency Ratio Total Assets / Total Liabilities 2.41 2.36 Financial Leverage Ratios ; ; Debt Ratio Total Debt/Total Assets 0.41 0.42 Total Debt/Total ; ; Debt-to-Equity Ratio 0.4 0.46 Stockholders' Equity Earnings Before Interest and ; ; Interest Coverage Taxes (EBIT) / Interest 6.05 5.13 Charges Total Assets / Total ; ; Asset to Equity Ratio 1.71 1.74 Stockholders' Equity Profitability Ratios Sales - Cost of Goods Sold or ; ; Gross Profit Margin 46.05 47.12 Cost of Service / Sales ; ; Net Profit Margin Net Profit / Sales 27.58 27.35 ; ; Return on Assets Net Income / Total Assets 4.92 4.82 Net Income / Total ; ; Return on Equity 8.39 8.37 Stockholders' Equity Price Per Share / Earnings Price/Earnings Ratio 9.94 12.49 Per Common Share Other Relevant Information NONE Filed on behalf by: Name Dominic Isberto Designation Vice President 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 2018 2. SEC Identification Number: 167423 3. BIR Tax Identification No.: 000-477-103 4. MEGAWORLD CORPORATION Exact name of issuer as specified in its charter 6. (SEC Use Only} Industry Classification Code 7. 30th Floor, Alliance Global Tower 36th Street cor. 11th Avenue Uptown Bonifacio, Taguig City 1634 Address of principal office 8. (632) 894-6300/6400 I Issuer's telephone number, including area code 9. 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 Stock Outstanding Common 32,239,445,872 Preferred 6,000,000,000 Total 38,239,445,872 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 Common Stock held by Non-Affiliates as of March 29, 2019 is Php62,962,542,628.00 based on the closing price of Php5.80 per share. PART I - BUSINESS AND GENERAL INFORMATION BUSINESS Business Development The Company was founded by Andrew Tan and incorporated under Philippine law on 24 August 1989 under the name of Megaworld Properties & Holdings, Inc. The Company was primarily organized to engage in real estate development, leasing and marketing. In 1994, the Company spun off Empire East Land Holdings, Inc. which focused on the middle income market. On 19 August 1999, the Company changed its name to Megaworld Corporation to coincide with the Company's conversion from a purely real estate company into a holding company, although the Company continues to focus on its core competence in real estate development. The Company's common stock was first listed on the PSE on 15 June 1994. From 1989 to 1996, the Company garnered a reputation for building high-end residential condominiums and office buildings on a standalone basis throughout Metro Manila. In 1996, the Company shifted its focus to providing office buildings to support BPO businesses when it began development of the Eastwood City township. In 1999, Eastwood City Cyberpark became the first IT park in the Philippines to be designated a Philippine Economic Zone Authority ("PEZA") special economic zone. Since its incorporation in 1989, the Company and its affiliates have launched more than 696 residential buildings, 63 office towers, 19 lifestyle malls and commercial centers and 21 hotels including condotels. The following are some of the major residential and office projects completed by the Company: Residential Quezon City Makati City Corinthian Hills Greenbelt Chancellor Eastwood Le Grand 1-3 Greenbelt Excelsior Eastwood Park Residences Greenbelt Hamilton 1 Eastwood Parkview 1 & 2 Greenbelt Madison El Jardin del Presidente Greenbelt Parkplace Golf Hills Terraces Greenbelt Radissons Golfhill Gardens One Central Grand Eastwood Palazzo One Lafayette Square Kentwood Heights Paseo Heights Manhattan