SEC Number AS093-04369 TIN Number 002-825-058 BENPRES HOLDINGS CORPORATION 4th Floor, Benpres Building Exchange Road cor. Meralco Ave. Pasig City, Metro Manila 910 3040 (Telephone Number) December 31 (Fiscal Year Ending) FORM 17-A Annual Report (Form Type) December 31, 2002 SECURITIES AND EXCHANGE COMMSSION SEC FORM 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, 2002 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 BENPRES HOLDINGS CORPORATION 5. Philippines 6. ________ (SEC use only) Province, Country or other jurisdiction of Industry Classification code: Incorporation or organization 7. 4/F Benpres Building, Meralco Ave. corner Exchange Road, Pasig City, 1600 . Address of principal office Postal code 8. (632) 631-3111 Registrant’s telephone number, including area code 9. Not applicable 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 Parent Consolidated Common Stock 4,581,544,408 shares Long-term Commercial Papers P2,000,000,000 P3,000,000,000 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: P1,420,278,766 (as of December 31, 2002) (Note: Item No. 14 and 15 in the Form is not applicable) PART I – BUSINESS AND GENERAL INFORMATION Business The Company Benpres Holdings Corporation (Benpres) was incorporated in 1993 by the Lopez family to serve as the holding company for investments in four major sectors: broadcasting and cable; telecommunications; power generation and distribution; and banking. It has since sold its interest in banking and added to its portfolio investments in other basic service sectors such as infrastructure, property development, information technology and health care delivery. COMMUNICATIONS Content In 2002, ABS-CBN Broadcasting Corporation (ABS-CBN) faced the trials of a continuing economic slowdown and a more competitive business environment. It emerged a transformed organization, better prepared to face the future’s many changes and challenges. 2002 began with a global slowdown in advertising spending, an aftermath of the World Trade Center tragedy, that lingered until the first half of the year. It also saw ABS-CBN coping with the leading competitor’s copycat strategy to gain market share that forced the Company to compete in new and more innovative ways, but at the price of driving up costs. This combination put pressure on ABS-CBN’s operating margins. Faced with such a demanding environment in 2002, ABS-CBN chose to (a) focus on its core operations, (b) strengthen its balance sheet, and (c) increase its free cash flow. By yearend, ABS-CBN had successfully managed to accomplish all three objectives and had become a leaner, stronger, and more resilient organization. Consolidated gross revenues from airtime and other broadcasting-related revenues reached PhP9,914 million in 2002, relatively flat compared to the PhP9,923 million achieved in the prior year but showing strong recovery, given the weakness at the start of the year. Net sales and services posted a 37% growth to PhP2,825 million from PhP2,056 million in 2001 primarily due to the strong revenue growth of most of the subsidiaries. Consolidated cash operating expenses (opex), which consists of production costs, cost of sales and services, and general and administrative expenses, grew 17% to PhP7,173 million. Parent company cash operating expenses grew at a slightly slower pace at 12% to PhP5,633 million. Net income for 2002 reached PhP166 million, compared to PhP1,378 million in the prior year. Excluding the impact of losses from discontinued operations, net income for 2002 would have amounted to PhP438 million, down 68% from the prior year. Again excluding losses from discontinued operations, consolidated earnings before interest, taxes, depreciation, and amortization (EBITDA) would have amounted to PhP3,642 million, reflecting a more moderate decline of 15% from PhP4,267 million in 2001. Parent company operations accounted for PhP3,031 million of this amount, while the subsidiaries generated the balance of PhP610 million. Cable Beyond Cable Holdings, Inc. submitted a debt restructuring proposal to bank creditors in December 2002. The proposal asked for an additional two-year grace period, payment rescheduling, and reduction on interest rates. From then on, Beyond Cable has been in dialogue with the different creditor banks to explain further the business plan and to accelerate the approval of its debt restructuring proposal. Meantime, operations continue consolidation and cost saving efforts to improve cash flow and overall financial viability of the business. Key initiatives include: 1. Reduction of programming costs by streamlining channels between SKY and Home/Sun brands, renegotiating contracts to leverage on larger economies of scale, and moving from flat rates fees to cost per subscriber (CPS) fees; 2. 22% reduction of manpower (from 2,165 in April 2001) through voluntary retirement, retrenchment and closure of offices and departments; 3. Office co-location and other overhead cost savings measures; and 4. Improvement on overall collections through cleansing efforts on delinquent (60+ days) subscribers Initially, the PhP100 price increase implemented in October 2001 for Home Cable and January 2002 for SKYCable and Sun Cable resulted in reductions in subscriber base. However, the return of the Star channels in April 2002, and the subsequent pull-out of the Star channels from key competitor Destiny Cable in October 2002 coupled with aggressive promotional offers, halted subscriber attrition and enabled Beyond Cable to maintain its 70+% market leadership. Net subscriber numbers have been positive since then, resulting in more than 200,000 subscribers (net of 90 days) as of end-2002. Beyond Cable has also initiated discussions with its shareholders for additional equity infusion to fund the debt restructuring and to provide working capital. Telecom Bayan Telecommunications Inc. (BayanTel) ended 2002 with net revenues of PhP4.9 billion, or 4.0% below the PhP5.1 billion for 2001, mainly because of local exchange subscriber losses through most of the year. The company was nonetheless able to implement sweeping reforms in its organization and operations based on a new set of core values and its overall strategy of “data for growth, voice for cash”, leading to a clear turnaround starting the end of the third quarter. Local exchange carrier (LEC) revenues for the whole year contracted by 9.8% to PhP1.8 billion from PhP2.0 billion in 2001 due to a year-on-year decline in the subscriber base. During the fourth quarter of 2002, however, the downward trend in subscribed lines over the preceding months was reversed, as total subscriber count posted a 4% quarter-to-quarter growth. In addition, LEC revenues showed a slight uptick of 0.9%, or from PhP423.0 million in the third quarter to PhP427.0 million in the fourth quarter. Among the programs implemented to stem the declining subscriber base were the launching of “Bayan 399” and “Bayan Business Deals”, the affordable fixed-rate basic local exchange service programs for residential and business markets respectively, and the “24-hour Quick Repair Guarantee” program which bound the company to respond to service-related problems within one day of receiving the customer’s complaint. Data revenues, on the other hand, rose by 15.4% to PhP1.4 billion in 2002 from PhP1.2 billion in 2001. The growth was a result of: a) 13.6% rise in domestic and international leased line net revenues from PhP1.0 billion in 2001 to PhP1.2 billion in 2002, due to the reduction in outpayment for leased facility charges; b) improvement in customer take-up for the frame relay services translating into a 30.1% increase in revenue to PhP183.4 million; and c) launching and expansion of coverage of DSL (Digital Subscriber Line) services leading to an 8.2% rise in Internet revenues. For the full year of 2002, Bayantel registered a significant expansion in the number of installed data and IP circuits. Year-on-year, installed data access circuits rose by 120.5%, from 16,192 in 2001 to 25,699 in 2002, while data IP circuits expanded by 433.3% to 3,829 during the same period. The company’s international long distance (ILD) business posted a 7.8% year-on-year increase in call volumes, from 285 million minutes in 2001 to 307.2 minutes in 2002. Nonetheless, full year ILD revenues declined 17.4% to P=763.5 million from P=923.8 million in 2001. This was a result of the continuous decline in ILD rates. Revenue per minute fell by 23.3% year-on-year to PhP2.5 from PhP3.2 in 2001. Domestic long distance (DLD) revenue decreased 15.7% year-on-year to PhP730.8 million from PhP867.0 million the previous year.