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38th Floor, One Corporate Centre Building, Julia Vargas corner Meralco Avenue
Ortigas Center, Pasig 1605, Philippines
Trunklines: +63 (2) 667-7332 (PLDT) / +63 (2) 755-2332 (Globe)
JANET A. ENCARNACION
HEAD, Disclosures Department
The Philippine Stock Exchange, Inc.
Philippine Stock Exchange Plaza
Ayala Triangle, Ayala Avenue, Makati City
One Corporate Centre Julia Vargas cor. Meralco Ave., Ortigas Center, Pasig City
(Companys Address)
(632) 755-2332
(Telephone Number)
COVER SHEET
6 6 3 8 1
SEC Registration Number
E N E R G Y
( A
D E V E L O P M E N T
S u b s i d i a r y
n g s
C O R P O R A T I O N
o f
R e d
V u l c a n
H o l d i
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
J u l i a
e ,
V a r g a s
O r t i g a s
C o r n e r
C e n t e r ,
M e r a l c o
P a s i g
A v e n u
C i t y
Maribel A. Manlapaz
755-2332
(Contact Person)
0 9
3 0
S E C 1 7
0 5
0 5
Month
Day
(Form Type)
Month
Day
(Fiscal Year)
(Annual Meeting)
Article I
Dept. Requiring this Doc.
675
P
= 39,732,163,966
P
= 30,080,237,788
Domestic
Foreign
File Number
LCU
Document ID
Cashier
STAMPS
Remarks: Please use BLACK ink for scanning purposes.
2.
3.
4.
5.
PHILIPPINES
Province, country or other jurisdiction of
Incorporation or organization
6.
1605
Postal Code
8. (632) 755-2332
Issuer's telephone number, including area code:
9. ___________________________________
Former name, former address and former fiscal year, if changed since last report:
10. Securities registered pursuant to Sections 8 and 12 of the Code, or Sections 4 and 8 of the RSA
Title of each Class
Common Stock, P1.00 par value
Preferred Stock, P0.01 par value
No [ ]
(b) has been subject to such filing requirements for the past ninety (90) days.
Yes [ ]
No [ ]
Competition
The Government, in implementing the thrust of the EPIRA, has paved the way for a more
independent and market-driven Philippine power industry. This has allowed for competition, not
limited by location, and driven by market forces. As such, selling power and, consequently, the
dispatch of power plants depend on the ability to offer competitively priced power supply to the
market. The Company has multiple power projects in Luzon,Visayas, and Mindanao.
The successful privatization of NPC assets and NPC-IPP contracts in Luzon and Visayas,
coupled with the integration of the two Grids under the WESM, introduced new players and
opened competition in the power industry. Multinationals that currently operate in the
Philippines and that could potentially compete against the Company include KEPCO Power
Corporation, CalEnergy International Services, Inc., Marubeni Energy Corporation, and AES
Corporation.
The local power companies of Aboitiz group and San Miguel group are the Companys two
closest competitors. In terms of generation capacities, Aboitiz group has a total of 2,232 MW [1]
of attributable capacity in its portfolio. Aboitiz Power Corporation is currently the Companys
largest competitor in the geothermal energy space, after it successfully bid for the 747 MW TiwiMakban geothermal power plant. Chevron Geothermal Philippines Holdings operates the TiwiMakban geothermal steam field that supplies the Aboitiz geothermal plant. The San Miguel
group reportedly has 2,615[2] MW in its portfolio after it acquired the co-generation power plant
of Petron. For wind power, its closest competitor is North Luzon Renewable Energy
Corporation, which operates the 81[3] MW Caparispisan Wind Farm in Pagudpud, Ilocos Norte.
Currently, solar energy projects in the country account for a total of 111 MW.
The Company will face competition in both the development of new power generation facilities
and the acquisition of existing power plants, as well as in the financing for these activities.
The performance of the Philippine economy and the historical high returns of power projects in
the country have attracted many potential competitors, including multinational development
groups and equipment suppliers, to explore opportunities in the development of electric power
generation projects in the Philippines. Accordingly, competition for and from new power
projects may increase in line with the long-term economic growth in the Philippines.
The Company believes that it will be able to compete because of its competitively-priced power,
the reliability of its power plants, its use of clean and renewable fuels, and its expertise and
experience in power supply contracting and trading.
[1]
Dependence on one or a few major customers and identity of any such major customers
Close to 36.5% of the Companys electricity revenue are derived from existing long-term Power
Purchase Agreements (PPAs) with NPC.
Concessions
As of September 30, 2015, the Company holds the following service contracts.
Geothermal Resource
The Company holds five (5) Geothermal Renewable Energy Service Contracts (GRESC) with the
DOE for the following geothermal projects:
The Company, through its subsidiaries Green Core Geothermal Inc. and Bac-Man Geothermal Inc.
secured three (3) Geothermal Operating Contracts covering power plant operations:
Tongonan Geothermal Power Plant (with a twenty-five (25) year contract period expiring in
2037, renewable for another twenty-five (25) years)
Palinpinon Geothermal Power Plants (with a twenty-five (25) year contract period expiring in
2037, renewable for another twenty-five (25) years)
Bacon-Manito Geothermal Power Plants (with a twenty-five (25) year contract period
expiring in 2037, renewable for another twenty-five (25) years)
The Company also holds Geothermal Service Contracts (GSC) for the following prospect areas:
Ampiro Geothermal Project (with a five-year pre-development period expiring in 2017, 25year contract period expiring in 2037); renewable for another twenty-five (25) years
Mandalagan Geothermal Project (with a five-year pre-development period expiring in 2017,
25-year contract period expiring in 2037); renewable for another twenty-five (25) years
Mt. Zion Geothermal Project (with a five-year pre-development period expiring in 2017, 25year contract period expiring in 2037); renewable for another twenty-five (25) years
Lakewood Geothermal Project (with a five-year pre-development period expiring in 2017,
25-year contract period expiring in 2037); renewable for another twenty-five (25) years
Balingasag Geothermal Project (with a five-year pre-development period expiring in 2017,
25-year contract period expiring in 2037); renewable for another twenty-five (25) years
Mt. Zion 2 Geothermal Project (with a five-year pre-development period expiring in 2017,
25-year contract period expiring 2040); renewable for another twenty-five (25) years
Wind Resource
The Company holds ten (10) Wind Energy Service Contracts (WESC) with the DOE. The WESCs
cover the following:
150 MW wind project in Burgos, Ilocos Norte; under DOE Certificate of Registration No.
WESC 2009-09-004 (25-year contract period expiring in 2034); renewable for another
twenty-five (25) years
Pagudpud wind project in Pagudpud, Ilocos Norte; under DOE Certificate of Registration No.
WESC 2010-02-040 (25-year contract period expiring in 2035); renewable for another
twenty-five (25) years
Burgos 1 wind project in Burgos, Ilocos Norte; under DOE Certificate of Registration No.
WESC 2013-12-063 (25-year contract period expiring in 2038); renewable for another
twenty-five (25) years
Burgos 2 wind project in Burgos, Ilocos Norte; under DOE Certificate of Registration No.
WESC 2013-12-063 (25-year contract period expiring in 2038); renewable for another
twenty-five (25) years
Matnog 1 wind project in Matnog & Magdalena, Sorsogon; under DOE Certificate of
Registration No. WESC 2014-07-075 (25-year contract period expiring in 2039); renewable
for another twenty-five (25) years
Matnog 2 wind project in Matnog, Sorsogon; under DOE Certificate of Registration No.
WESC 2014-07-076 (25-year contract period expiring in 2039); renewable for another
twenty-five (25) years
Matnog 3 wind project in Matnog, Sorsogon; under DOE Certificate of Registration No.
WESC 2014-07-077 (25-year contract period expiring in 2039); renewable for another
twenty-five (25) years
Iloilo 1 wind project in Batad & San Dionisio, Iloilo; under DOE Certificate of Registration
No. WESC 2014-07-078 (25-year contract period expiring in 2039); renewable for another
twenty-five (25) years
Iloilo 2 wind project in Concepcion, Iloilo; under DOE Certificate of Registration No. WESC
2014-07-079 (25-year contract period expiring in 2039); renewable for another twenty-five
(25) years
Negros wind project in Manapla & Cadiz City, Negros Occidental; under DOE Certificate of
Registration No. WESC 2014-07-080 (25-year contract period expiring in 2039); renewable
for another twenty-five (25) years
Solar Resource
The Company holds six (6) Solar Energy Service Contracts (SESC) with the DOE. The SESCs cover
areas in the following:
4 MW solar project in Burgos, Ilocos Norte; under DOE Certificate of Registration No.
SESC 2014-07-088 (25-year contract period expiring in 2039); renewable for another twentyfive (25) years
Bago solar project in Bago City, Negros Occidental; under DOE Certificate of Registration
No. SESC 2014-04-066 (25-year contract period expiring in 2039); renewable for another
twenty-five (25) years
Murcia solar project in Murcia, Negros Occidental; under SESC No. 2015-03-113
(25-year contract period expiring in 2040); renewable for another twenty-five (25) years
President Roxas solar project in President Roxas, North Cotabato; under SESC No. 2015-03114 (25-year contract period expiring in 2040); renewable for another twenty-five (25) years
Kilada-Matalam solar project in Matalam, North Cotabato; under SESC No. 2015-03-119
(25-year contract period expiring in 2040); renewable for another twenty-five (25) years
Bogo solar project in Bogo, Cebu; under SESC No. 2015-06-234 (25-year contract period
expiring in 2040); renewable for another twenty-five (25) years
FINANCIAL HIGHLIGHTS
September 2015 vs. September 2014 Results
During the first three quarters of 2015, the recurring net income generated by the Company
decreased by 9.6% or P763.8 million to P7,216.3 million from the P7,980.1 million posted
during the same period in 2014. The decrease is mainly attributable to the P3,876.2 million
combined increase in costs of sale of electricity, general & administrative expenses and financial
expenses, offset by the P2,341.4 million increase in revenue mainly due to the full nine-month
operation of Burgos Wind, Bac-Man and Nasulo power plants.
Recurring net income attributable to equity holders of the Parent Company was posted at
P6,992.0 million, down by 10.5% as compared to the P7,812.3 million for the same period in
2014.
The Company posted a net income of P6,083.9 million in the nine-month period ended
September 30, 2015, a 42.3% or P4,459.8 million decrease from the P10,543.7 million in the
same period last year. The decrease was mainly driven by the P2,051.9 million impairment
reversal recognized in 2014 (no similar transaction reported in 2015), P3,272.7 million increase
in costs of sale of electricity and general & administrative expenses, P983.0 million increase in
foreign exchange losses, and P603.5 million increase in financial expenses. These were offset by
the P2,341.4 million increase in revenue mainly due to the full nine-month operation of Burgos
Wind, Bac-Man and Nasulo power plants.
Net income is equivalent to 24.0% of total revenue for the
September 30, 2015 as compared to the 45.9% for the same period in 2014.
period
ended
Net income attributable to equity holders of the Parent Company at P5,865.3 million for the first
three quarters of 2015 is a P4,511.5 million decrease from P10,376.8 million during the same
period in 2014.
RESULTS OF OPERATIONS
The following table details the results of operations of the Company for the first three quarters of
2015 and 2014.
S TATEMENTS OF INCOME
Horizontal and Vertical Analysis of Material Changes as of S eptember 30, 2015 and 2014
HORIZONTAL ANALYS IS VERTICAL ANALYS IS
Favorable (Unfavorable) Variance
(Amounts in PHP millions)
REVENUE
Sale of electricity
S ept. 2015
S ept. 2014
25,324.1
22,982.7
2,341.4
10.2%
100.0%
100.0%
(7,824.8)
(3,795.6)
(2,380.6)
(892.1)
-30.4%
-23.5%
-40.3%
-18.5%
-34.0%
-16.5%
137.2
(2,723.9)
(2,586.7)
82.1
(685.6)
(603.5)
59.8%
-25.2%
-23.3%
0.9%
-13.5%
-12.6%
0.6%
-11.9%
-11.3%
2,051.9
529.1
(179.9)
415.7
2,816.8
(2,051.9)
297.2
(983.0)
(523.6)
(3,261.3)
100.0%
56.2%
-546.4%
-126.0%
-115.8%
0.0%
3.3%
-4.6%
-0.4%
-1.8%
8.9%
2.3%
-0.8%
1.8%
12.3%
Amount
826.3
(1,162.9)
(107.9)
(444.5)
6,796.3
11,592.4
(4,796.1)
-41.4%
26.8%
50.4%
(739.0)
26.6
(712.4)
6,083.9
(737.5)
(311.2)
(1,048.7)
10,543.7
(1.5)
337.8
336.3
(4,459.8)
-0.2%
108.5%
32.1%
-42.3%
-2.9%
0.1%
-2.8%
24.0%
-3.2%
-1.4%
-4.6%
45.9%
5,865.3
218.6
14,371.6
7,216.3
10,376.8
166.9
14,275.0
7,980.1
(4,511.5)
51.7
96.6
(763.8)
-43.5%
31.0%
0.7%
-9.6%
23.2%
0.9%
56.8%
28.5%
45.2%
0.7%
62.1%
34.7%
6,992.0
224.3
7,812.3
167.8
(820.3)
56.5
-10.5%
33.7%
27.6%
0.9%
34.0%
0.7%
10
11
12
PHP:US$
44.395
44.875
44.720
46.740
Miscellaneous, net
Miscellaneous charges - net for the period ended September 30, 2015 amounted to
P107.9 million, a P523.6 million turn-around from the miscellaneous income - net of
P415.7 million during the same period in 2014 mainly due to the P482.2 million gains on
sale of Rigs 15 & 16 (with spare parts inventories) in 2014 with no similar transaction
reported in 2015.
Provision for Income Tax
Current
The Companys current tax expense increased by 0.2% or P1.5 million to P739.0 million
for the period ended September 30, 2015 from P737.5 million during the same period in
2014 mainly on account of higher taxable income.
Deferred
Benefit from deferred tax for the first three quarters of 2015 amounted to P26.6 million, a
P337.8 million turn-around from the P311.2 million deferred tax expense during the same
period in 2014, mainly due to the P205.2 million reversal of deferred tax asset on
recovery of NNGP impairment in 2014 (no similar transaction reported in 2015), and
higher recognition of deferred tax asset on unrealized foreign exchange loss in 2015.
Net Income
As a result of the foregoing, the Companys net income decreased by 42.3% or P4,459.8 million
to P6,083.9 million for the first three quarters of 2015 from P10,543.7 million net income during
the same period in 2014.
Net income is equivalent to 24.0% of total revenue for the period ended September 30, 2015 as
compared to 45.9 % for the same period in 2014.
13
FINANCIAL CONDITION
The following table details the financial condition of the Company as of September 30, 2015 and
December 31, 2014.
S TATEMENTS OF FINANCIAL POS ITION
Horizontal and Vertical Analysis of Material Changes as of S eptember 30, 2015 and December 31, 2014
HORIZONTAL
VERTICAL
ANALYS IS
ANALYS IS
Increase (Decrease)
(Amounts In PHP millions)
S ept. 2015
Dec. 2014
Amount
%
S ept. 2015 Dec. 2014
AS S ETS
Current Assets
Cash and cash equivalents
15,535.0
14,010.2
1,524.8
10.9%
11.7%
11.3%
Trade and other receivables
5,623.9
6,887.5
(1,263.6)
-18.3%
4.2%
5.5%
Financial asset at fair value through profit or loss
1,035.2
523.6
511.6
97.7%
0.8%
0.4%
Parts and supplies inventories
3,375.8
2,902.5
473.3
16.3%
2.5%
2.3%
Derivative assets
53.6
22.0
31.6
143.6%
0.0%
0.0%
Available-for-sale (AFS) investments
130.0
130.0
100.0%
0.1%
0.0%
Other current assets
2,228.4
721.0
1,507.4
209.1%
1.7%
0.6%
Total Current Assets
27,981.9
25,066.8
2,915.1
11.6%
21.1%
20.1%
Noncurrent Assets
Property, plant and equipment
87,034.7
83,073.5
3,961.2
4.8%
65.7%
66.7%
Goodwill and intangible assets
4,316.4
4,542.6
(226.2)
-4.9%
3.3%
3.6%
Exploration and evaluation assets
3,001.2
2,801.5
199.7
7.1%
2.3%
2.3%
Available-for-sale (AFS) investments
434.1
568.0
(133.9)
-23.6%
0.3%
0.5%
Deferred tax assets - net
1,102.1
1,050.0
52.1
5.1%
0.8%
0.8%
Derivative assets
294.7
132.1
162.6
123.1%
0.2%
0.1%
Other noncurrent assets
8,324.4
7,265.0
1,059.4
14.6%
6.3%
5.8%
Total Noncurrent Assets
104,507.6
99,432.7
5,074.9
5.1%
78.9%
79.9%
TOTAL ASSETS
132,489.5
124,499.5
7,990.0
6.4%
100.0%
100.0%
LIABILITIES AND EQUITY
LIABILITIES
Current Liabilities
Trade and other payables
Due to related parties
Income tax payable
Current portion of:
Long-term debts
Derivative liabilities
Total Current Liabilities
Noncurrent Liabilities
Long-term debts - net of current portion
Derivative liabilities - net of current portion
Deferred tax liability
Net retirement and other post-employment benefits
Provisions and other long-term liabilities
Total Noncurrent Liabilities
EQUITY
Equity Attributable to Equity Holders of the Parent
Preferred stock
Common stock
Common shares in employee trust account
Additional paid-in capital
Equity reserve
Net accumulated unrealized gain on AFS investments
Cumulative translation adjustment
Retained earnings
Non-controlling interests
Total Equity
TOTAL LIABILITIES AND EQUITY
12,092.6
91.4
220.9
7,639.3
49.6
58.7
4,453.3
41.8
162.2
58.3%
84.3%
276.3%
9.1%
0.1%
0.2%
6.1%
0.0%
0.0%
3,713.6
15.6
16,134.1
10,499.7
3.4
18,250.7
(6,786.1)
12.2
(2,116.6)
-64.6%
358.8%
-11.6%
2.8%
0.0%
12.2%
8.4%
0.0%
14.7%
66,625.6
361.4
3.1
2,045.8
1,888.1
70,924.0
58,962.6
166.3
2.6
1,796.0
1,701.1
62,628.6
7,663.0
195.1
0.5
249.8
187.0
8,295.4
13.0%
117.3%
19.2%
13.9%
11.0%
13.2%
50.3%
0.3%
0.0%
1.5%
1.4%
53.5%
47.4%
0.1%
0.0%
1.4%
1.4%
50.3%
93.8
18,750.0
(346.5)
6,286.0
(3,706.4)
104.4
(345.9)
23,015.4
43,850.8
1,580.6
45,431.4
132,489.5
93.8
18,750.0
(346.7)
6,285.8
(3,706.4)
143.2
(184.7)
21,095.1
42,130.1
1,490.1
43,620.2
124,499.5
0.2
0.2
(38.8)
(161.2)
1,920.3
1,720.7
90.5
1,811.2
7,990.0
0.0%
0.0%
-0.1%
0.0%
0.0%
-27.1%
87.3%
9.1%
4.1%
6.1%
4.2%
6.4%
0.1%
14.2%
-0.3%
4.7%
-2.8%
0.1%
-0.3%
17.4%
33.1%
1.2%
34.3%
100.0%
0.1%
15.1%
-0.3%
5.0%
-3.0%
0.1%
-0.1%
16.9%
33.8%
1.2%
35.0%
100.0%
14
15
16
17
18
YTD September
2015
YTD September
2014
132,489.5
87,058.1
45,431.4
119,710.8
75,297.9
44,412.9
YoY change
12,778.7
11,760.2
1,018.5
The Companys assets as of September 30, 2015 amounted to P132,489.5 million, 10.7% higher
as compared to the P119,710.8 million level as of September 30, 2014.
19
CASH FLOW
YTD September 30, 2015 vs. YTD September 30, 2014
Net cash flows from operating activities increased by 35.4% or P4,215.8 million to P16,121.3
million for the period ended September 30, 2015 from P11,905.5 million during the same period
in 2014 mainly due to higher operating revenue offset by higher operating expenses.
Net cash flows used in investing activities decreased by 40.1% or P5,974.6 million to P8,928.9
million for the period ended September 30, 2015 as compared to the P14,903.5 million during
the same period in 2014 primarily due to higher capital expenditures.
Net cash flows used in financing activities for the nine-month period ended September 30, 2015
amounted to P5,685.5 million, a turn-around from the P475.4 million positive cash flows
generated during the same period last year. This is primarily due to higher payments of long-term
debts and financing charges.
20
As of
September 30,
December 31, 2014
2015
3,328.4
4,939.5
9,691.3
9,764.4
3,429.4
2,180.4
6,983.3
52.6
2,607.0
12,470.9
GCGIs revenue decreased by 12.2% or P1,070.1 million, to P7,688.3 million as of September 30, 2015 from P8,758.4
million for the same period in 2014. The unfavorable variance is due to lower sales volume by 132.7 GWh and decrease
in average tariff by P0.24/kWh. The decrease in volume was mainly due to the non-operation of Nasuji power plant since
July 2014 and the scheduled corrective maintenance of Tongonan Power Plants Unit 2.
General and administrative expenses increased by 26.2% or P85.9 million, to P413.6 million in 2015 from P327.7 million
in 2014 due to higher purchased services & utilities (P34.4 million), rental, insurance & taxes (P13.1 million) and business
& related expenses (P13.0 million).
This years other charges (P204.6 million) consisted mainly of interest expense, no similar transaction reported in 2014,
offset by interest income while last years other income (P11.9 million) pertained largely to interest income.
With the foregoing, net income decreased by 78.9% or P1,224.3 million, to P327.4 million in 2015 from P1,551.7 million
in 2014.
Total current assets decreased by 32.6% or P1,611.1 million, to P3,328.4 million as of September 30, 2015 from P4,939.5
million balance as of December 31, 2014. The decrease was traced to lower cash & cash equivalents (P1,437.1 million)
and trade and other receivables (P432.0 million) offset by higher other current assets (P257.3 million). The increase in
other current assets was attributed to this periods debt service reserve account, none in 2014, (P119.6 million) and higher
prepaid expenses (P81.4 million) and withholding tax certificates (P70.3 million).
Total current liabilities increased by 57.3% or P1,249.0 million, to P3,429.4 million as of September 30, 2015 from
P2,180.4 million as of December 31, 2014. The increase was attributed to this years current portion of long-term debt, no
similar transaction reported in 2014, (P1,003.5 million) and higher accounts payable (P306.7 million) offset by lower
income tax payable (P55.0 million).
Total noncurrent liabilities increased by P6,930.7 million, to P6,983.3 million as of September 30, 2015 from P52.6
million as of December 31, 2014 due to this periods long-term debt net of current portion, no similar transaction
reported in 2014, (P6,915.3 million).
Total equity decreased by 79.1% or P9,863 9 million, to P2,607.0 million as of September 30, 2015 from P12,470.9
million as of December 31, 2014. The decrease was due to this years purchase of treasury stocks (P8,193.3 million) and
cash dividend declared on June 30, 2015 (P2,000.0 million) offset by this periods net income (P327.4 million).
21
As of
September 30,
December 31,
2015
2014
1,960.4
1,415.8
5,733.6
5,467.4
2,825.3
3,498.6
21.7
15.5
4,847.0
3,369.1
BGI declared commercial operations of Bac-Man Unit 3, Bac-Man Unit 1 and Bac-Man Unit 2 beginning October 1,
2013, January 28, 2014 and June 3, 2014, respectively.
Revenues increased by 34.9% or P
=861.8 million mainly on account of Unit 2s nine months operation in 2015
compared to only four months operation in 2014.
Cost of sales increased by 0.9% or P
=15.7 million primarily due to Unit 2s commercial operation and return-toservice costs due to typhoon Glenda.
General and administrative expenses increased by 24.1% or P
=31.6 million due to higher purchased services and
utilities.
This years other income of P
=7.4 million was a turn-around from last years other expense of =
P1.9 million due to
higher interest income and lower foreign exchange losses.
This years provision for income tax of P
=0.6 million was a turn-around from last years benefit from income tax of
=0.4 million due to current income tax.
P
Total current assets increased by 38.5% or P
=544.6 million primarily due to the increase of cash and cash equivalents
by =
P621.3 million and parts and supplies inventories by =
P23.0 million partly offset by the decrease of trade
receivables and other receivables by P
=116.9 million.
Total non-current assets increased by 4.9% or P
=266.2 million primarily due to the increase of property, plant and
equipment and other non-current assets by P
=200.1 million and P
=66.1 million, respectively.
Total current liabilities decreased by 19.2% or =
P673.3 million primarily due to the decrease in trade and other
payables by P
=716.1 million partly offset by the decrease in due to related parties by P
=33.8 million.
Total non-current liabilities increased by 40.0% or =
P6.2 million due to the increase of retirement and accrued leave
benefit liabilities by =
P4.5 million and P
=1.7 million, respectively.
Total equity increased by 43.9% or P
=1,477.9 million due to net income.
22
As of
September 30,
December 31,
2015
2014
2,554.3
1,847.9
17,631.5
16,927.3
1,363.9
586.3
13,766.8
12,532.4
5,055.1
5,656.5
EBWPC reported =
P1,266.4 million revenue from sale of electricity for the quarter ended September 30, 2015. No
revenue was reported for the same period in 2014.
Costs of sale of electricity was =
P709.2 million, which pertained mainly to depreciation (P
=503.0 million) and
purchased services and utilities (P
=109.5 million).
General and administrative expenses increased by P
=91.2 million or 533% mainly due to higher purchased services
and utilities (P
=54.0 million), vehicle rental (P
=7.2 million) and business related expenses (P
=9.9 million).
Other charges - net increased by P
=877.3 million mainly due to interest expenses incurred on the US$315 million
debt facility secured in the last quarter of 2014.
Total current assets increased by 38% or =
P706.4 million primarily due to marketable securities (P
=697.3 million) and
increased in prepaid expenses by P
=30.4 million.
Total noncurrent assets increased by =
P704.2 million mainly due to increase in property, plant and equipment by
594.9 million.
Total liabilities increased by =
P2,012.0 million or 15% due to the increase in long-term debt by =
P1,359.8 million.
Total equity decreased by 11% mainly due to net loss.
23
=
P
As of
September 30,
December 31,
2015
2014
243.0
8.6
0.8
533.4
29.7
(289.6)
(21.1)
ULGEI commenced its commercial operation on December 26, 2014 for the 40 MW Strips of Energy. The
Company reported =
P1,065.8 million revenue from sale of electricity for the period ended September 30, 2015
(P
=88.4 million from contracted sales and =
P977.4 million from WESM sales).
Costs of sale of electricity was =
P1,329.6 million. General and administrative expenses was P
=4.7 million, composed
mainly of WESM fees (P
=4.0 million), and purchased services, taxes, business & other fees (P
=0.7 million).
The foregoing resulted to a =
P268.5 million net loss for the period.
Total currents assets increased by P
=234.4 million due to increase in trade receivables. Total non-current assets was
=0.8 million, which pertains to Input VAT.
P
Total current liabilities increased by P
=503.7 million due to increase in trade payables (P
=329.2 million) and due to
affiliates (P
=174.5 million).
Total capital deficiency increased by P
=268.5 million due to net loss for the period.
24
As of
September 30,
December 31,
2015
2014
1,895.3
1,522.9
5,730.8
6,080.0
640.0
655.6
3,032.7
3,220.0
3,953.4
3,727.3
FG Hydro generated revenues of P1,583.7 million for the period ended September 30, 2015, P130.6 million or 7.6%
lower than the revenues of P1,714.3 million for the same period in 2014. The unfavorable variance was mainly on
account of lower electricity generated in 2015 as compared to the same period in 2014 due to the combined effects
of significantly lower level of water in the dam and lower irrigation diversion requirement, decreased ancillary
service revenues and lower spot prices in the WESM.
Operating expenses for the period ended September 30, 2015 of P703.7 million was slightly higher than the P697.0
million for the same period in 2014. The unfavorable variance was mainly due to slight increases in depreciation and
operation and maintenance expenses.
Interest expense as of September 30, 2015, however, was P10.0 million or 7.7% lower at P120.5 million compared
to P130.5 million for the same period in 2014 due to reduced long-term debt balance.
Provision for current income tax for the period ended September 30, 2015 significantly increased by P200.8 million
to P205.2 million from P4.4 million for the same period in 2014. The unfavorable variance was mainly due to the
expiry of FG Hydros income tax holiday incentive on April 13, 2014.
Overall, FG Hydro posted a net income of P546.1 million for the period ended September 30, 2015, P341.7 million
or 38.5% lower than the P887.8 million reported income for the same period in 2014.
Total assets as of September 30, 2015 stood at P7,626.1 million, P23.2 million or slightly higher than the December
31, 2014 level of P7,602.9 million. The favorable variance was mainly due to higher cash balance in 2015.
As of September 30, 2015, total liabilities stood at P3,672.7 million, P202.9 million or 5.2% lower than the
December 31, 2014 level of P3,875.6 million. The favorable variance is mainly on account of lower long-term debt
balance.
Total equity as of September 30, 2015 of P3,953.4 million is P226.1 million or 6.1% higher compared to the
December 31, 2014 level of P3,727.3 million.
25
September 2015
1.73:1
1.55:1
1.21:1
5.84
16.38
0.17:1
3.08:1
2.92:1
September 2014
1.40:1
1.45:1
1.15:1
9.15
25.32
0.22:1
4.21:1
2.70:1
Current Ratio Total current assets divided by total current liabilities. This ratio is a rough indication of
a companys ability to pay its short-term obligations. Generally, a current ratio above 1.00 is indicative of
a companys greater capability to settle its current obligations.
Debt-to-Equity Ratio Total interest-bearing debts divided by stockholders equity. This ratio expresses
the relationship between capital contributed by the creditors and the owners. The higher the ratio, the
greater the risk being assumed by the creditors. A lower ratio generally indicates greater long-term
financial safety.
Net-Debt-to-Equity Ratio Total interest-bearing debts less cash & cash equivalents divided by
stockholders equity. This ratio measures the companys financial leverage and stability. A negative net
debt-to-equity ratio means that the total of cash and cash equivalents exceeds interest-bearing
liabilities.
Return on Assets Net income (annual basis) divided by total assets (average). This ratio indicates how
profitable a company is relative to its total assets. This also gives an idea as to how efficient management
is at using its assets to generate earnings.
Return on Equity Net income (annual basis) divided by total stockholders equity (average). This ratio
reveals how much profit a company earned in comparison to the total amount of shareholder equity found
on the balance sheet. A business that has a high return on equity is more likely to be one that is capable of
internally generating cash. For the most part, the companys return on equity is compared with an industry
average. The company is considered superior if its return on equity is greater than the industry average.
Solvency Ratio Net income excluding depreciation and non-cash provisions divided by total debt
obligations. This ratio gauges a companys ability to meet its long-term obligations.
Interest Rate Coverage Ratio Earnings before interest and taxes of one period divided by interest
expense of the same period. This ratio determines how easily a company can pay interest on outstanding
debt.
Asset-to-Equity Ratio Total assets divided by total stockholders equity.
companys leverage, the amount of debt used to finance the firm.
26
27
MAJOR STOCKHOLDERS
As of September 30, 2015, the total number of stockholders was 675 and the stock price was P5.50.
Public float level was at 49.27% (or 9,238,025,739 common shares).
List of Top 20 Stockholders as of September 30, 2015
Number of Shares
Rank
Name
Nationality
Preferred
Common
Total
Filipino
9,375,000,000
7,500,000,000
16,875,000,000
60.00
Foreign
5,662,412,045
5,662,412,045
20.13
Filipino
3,570,986,206
3,570,986,206
12.70
Filipino
991,782,700
991,782,700
3.53
Corporation
Filipino
986,337,000
986,337,000
3.51
Filipino
5,670,000
5,670,000
0.02
Filipino
4,000,000
4,000,000
0.01
Filipino
3,030,000
3,030,000
0.01
Filipino
2,525,500
2,525,500
0.01
10
Filipino
2,200,000
2,200,000
0.01
11
Asuncion Tiu Go
Filipino
2,000,000
2,000,000
0.01
12
Filipino
1,310,000
1,310,000
0.00
13
Anthony M. Mabasa
Filipino
1,000,000
1,000,000
0.00
14
Arthur A. de Guia
Filipino
950,000
950,000
0.00
15
Filipino
875,000
875,000
0.00
16
Filipino
800,000
800,000
0.00
17
Filipino
700,000
700,000
0.00
18
Rosalind Camara
Filipino
663,750
663,750
0.00
19
Emelita D. Sabella
Filipino
521,000
521,000
0.00
20
Filipino
500,000
500,000
0.00
28
BOARD OF DIRECTORS
As of September 30, 2015, the members of the Board of Directors of EDC are as follows:
Oscar M. Lopez
Federico R. Lopez
Peter D. Garrucho, Jr.
Elpidio L. Ibaez
Ernesto B. Pantangco
Francis Giles B. Puno
Richard B. Tantoco
Jonathan C. Russell
Edgar O. Chua
Francis Ed. Lim
Arturo T. Valdez
Chairman Emeritus
Chairman and Chief Executive Officer
Director
Director
Director and Executive Vice President
Director
Director, President and Chief Operating Officer
Director
Independent Director
Independent Director
Independent Director
OFFICERS
As of September 30, 2015, the Officers of EDC are as follows:
Name
Federico R. Lopez
Richard B. Tantoco
Ernesto B. Pantangco
Nestor H. Vasay
Manuel S. Ogena
Dominic M. Camu
Position
Chief Executive Officer
President and Chief Operating Officer
Executive Vice President
Senior Vice President for the Finance
Group/CFO/Treasurer/Head of Finance & Shared
Services Group
Senior Vice President, Geosciences and Reservoir
Engineering Group
Senior Vice President, Operations and Engineering
Group and Concurrent Head of Leyte Geothermal
Business Unit (LGBU)
Vice President, Human Resource Management Group
Vice President, Business Development Sector
Vice President, Corporate Finance, Compliance
Officer (SEC & PSE)
Vice President, Information Technology Group/Chief
Information Officer
Vice President, Business Development, and
Managing Director for Latin America
Vice President, Head of LGBU Facilities Operations
Management
Vice President, Head of LGBU Projects & Resource
Management
Vice President, Head of BGBU Projects & Resource
Exploration Management
Vice President, Strategic Contracting
Vice President, Head of Wind Ilocos Norte Business
Unit
Vice President for International and Frontier/Business
Development Group
29
Rassen M. Lopez
Maribel A. Manlapaz
Teodorico Jose R. Delfin
Ana Maria A. Katigbak
Glenn L. Tee
Erudito S. Recio
30
September 30
2015
2014
Current
1.73:1.00
1.40:1.00
Debt-to-Equity
1.55:1.00
1.45:1.00
Net Debt-to-Equity
1.21:1.00
1.15:1.00
5.84
9.15
16.38
25.32
Solvency
0.17:1.00
0.22:1.00
3.08:1.00
4.21:1.00
Asset-to-Equity
2.92:1.00
2.70:1.00
Prime Terracotta
Holdings Corporation
E: 100%
V: 100%
Red Vulcan
Holdings Corporation
E: 40%
V: 60%
D: 100%
D: 60%
EDC Geothermal
Corporation (EGC)
ID: 100%
ID: 0.01%
D: 99.99%
ID: 95%
EDC Soluciones
Sostenibles Ltd
ID: 100%
EDC Energia Verde Chile SpA
ID: 100%
ID: 100%
ID: 100%
ID: 100%
EDC Pagudpod
Wind Power
Corporation
(EPWPC)
ID: 100%
ID: 100%
PT EDC Indonesia
ID: 95%
EDC Chile
Holdings SPA
EDC Drillco
Corporation (EDC
Drillco)
ID: 100%
D: 100%
D: 100%
D: 100%
ID: 99.96%
EDC Energia
Geotermica S.A.C.
Geotermica Loriscota
Peru S.A.C.
ID: 70%
Geotermica
Quellaapacheta Peru
S.A.C.
ID: 0.01%
ID: 99.99%
Energy Development
Corporation Hong Kong
Limited
(EDC HKL)
ID: 0.01%
EDC Peru
Holdings S.A.C.
ID: 0.01%
ID: 99.99%
EDC Geotermica
Peru S.A.C.
ID: 30%
EDC Energia Azul S.A.C.
ID: 100%
ID: 99.99%
ID: 70%
ID: 70%
EDC Burgos
Solar
Corporation
(EBSC)
EDC Desarollo
Sostenible Ltd
EDC Holdings
International Limited
(EHIL)
ID: 100%
ID: 100%
ID: 100%
D: 100%
ID: 70%
ID: 0.01%
Exhibit 2.2
ENERGY DEVELOPMENT CORPORATION
(A Subsidiary of Red Vulcan Holdings Corporation)
Adopted
Not
Adopted
Not
Applicable
Share-based Payment
PFRS 1
(Revised)
PFRS 2
PFRS 3
(Revised)
Business Combinations
PFRS 4
Insurance Contracts
PFRS 5
PFRS 6
Adopted
Not
Adopted
Not
Applicable
PFRS 8
Operating Segments
PFRS 9
PFRS 7
PFRS 10
PFRS 11
Joint Arrangements
PFRS 12
PFRS 13
PFRS 14
PFRS 15
Adopted
Not
Adopted
Not
Applicable
PAS 2
Inventories
PAS 7
PAS 8
PAS 10
PAS 11
Construction Contracts
PAS 12
Income Taxes
PAS 16
PAS 17
Leases
PAS 18
Revenue
PAS 19
Employee Benefits
Employee Benefits
PAS 20
PAS 21
PAS 23
(Revised)
Borrowing Costs
PAS 24
(Revised)
PAS 26
PAS 27
Adopted
Not
Adopted
Not
Applicable
PAS 31
PAS 32
PAS 33
PAS 34
PAS 36
Impairment of Assets
PAS 38
Intangible Assets
PAS 39
PAS 28
(Amended)
PAS 29
PAS 37
Adopted
Not
Adopted
Not
Applicable
PAS 40
Investment Property
PAS 41
Agriculture
Philippine Interpretations
IFRIC 1
IFRIC 2
IFRIC 4
IFRIC 5
IFRIC 6
IFRIC 7
IFRIC 8
Scope of PFRS 2
IFRIC 9
IFRIC 10
IFRIC 11
IFRIC 12
IFRIC 13
IFRIC 14
IFRIC 15
IFRIC 16
Adopted
Not
Adopted
Not
Applicable
IFRIC 17
IFRIC 18
IFRIC 19
IFRIC 20
IFRIC 21
Levies
SIC-7
SIC-10
SIC-12
SIC-13
SIC-15
SIC-21
SIC-25
SIC-27
SIC-29
SIC-31
SIC-32
*These standards, interpretations and amendments to existing standards became effective subsequent to September 30, 2015.
The Company did not early adopt these standards, interpretations and amendments.
and Subsidiaries
Unaudited Interim Condensed Consolidated Financial Statements
September 30, 2015 (With Comparative Audited Figures as of December 31, 2014)
and For the Nine-Month Periods Ended September 30, 2015 and 2014
AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENT OF
FINANCIAL POSITION
As of September 30, 2015
(With Comparative Audited Figures as of December 31, 2014)
September 30,
2015
(Unaudited)
December 31,
2014
(Audited)
P
=15,535,001,359
5,623,860,469
3,375,844,818
1,035,235,015
=14,010,213,414
P
6,887,533,961
2,902,452,788
523,593,442
129,983,940
53,583,350
2,228,374,444
27,981,883,395
22,024,164
720,967,433
25,066,785,202
87,034,656,430
4,316,400,553
3,001,200,046
434,147,181
1,102,089,025
294,708,426
8,324,377,067
104,507,578,728
83,073,524,410
4,542,553,788
2,801,502,406
567,976,890
1,049,978,028
132,144,980
7,264,999,222
99,432,679,724
ASSETS
Current Assets
Cash and cash equivalents (Notes 5 and 23)
Trade and other receivables (Notes 6 and 23)
Parts and supplies inventories (Note 7)
Financial assets at fair value through profit or loss (Note 23)
Current portion of:
Available-for-sale investments (Note 23)
Derivative assets (Note 23)
Other current assets (Note 8)
Total Current Assets
Noncurrent Assets
Property, plant and equipment (Note 9)
Goodwill and intangible assets (Note 10)
Exploration and evaluation assets
Available-for-sale investments (Note 23)
Deferred tax assets - net of current portion
Derivative assets - net of current portion (Note 23)
Other noncurrent assets (Notes 11 and 23)
Total Noncurrent Assets
TOTAL ASSETS
=124,499,464,926
P
=132,489,462,123 P
P
=12,092,591,971
91,457,297
220,872,287
=7,639,327,438
P
49,625,468
58,743,150
3,713,570,132
15,570,516
16,134,062,203
10,499,672,112
3,394,698
18,250,762,866
-2-
Noncurrent Liabilities
Long-term debts - net of current portion
(Notes 13 and 23)
Derivative liabilities - net of current portion
(Note 23)
Deferred tax liabilities
Net retirement and other post-employment benefits
Provisions and other long-term liabilities
Total Noncurrent Liabilities
Total Liabilities
Equity
Equity attributable to equity holders of the Parent Company:
Preferred stock
Common stock
Common shares in employee trust account
Additional paid-in capital
Equity reserve
Net accumulated unrealized gain on available-for-sale
investments
Cumulative translation adjustments on hedging transactions
Cumulative translation adjustment on foreign subsidiaries
Retained earnings
Non-controlling interests
Total Equity
TOTAL LIABILITIES AND EQUITY
September 30,
2015
(Unaudited)
December 31,
2014
(Audited)
P
=66,625,562,653
=58,962,569,562
P
361,438,933
3,109,398
2,045,766,373
1,888,107,187
70,923,984,544
87,058,046,747
166,340,202
2,612,598
1,795,995,440
1,701,097,781
62,628,615,583
80,879,378,449
93,750,000
18,750,000,000
(346,478,400)
6,286,036,186
(3,706,430,769)
93,750,000
18,750,000,000
(346,730,774)
6,285,845,818
(3,706,430,769)
104,365,651
(343,524,002)
(2,365,849)
23,015,433,191
43,850,786,008
1,580,629,368
45,431,415,376
143,192,675
(178,182,172)
(6,530,344)
21,095,090,585
42,130,005,019
1,490,081,458
43,620,086,477
=124,499,464,926
P
=132,489,462,123 P
AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF INCOME
Three-Month Periods Ended
September 30
2014
2015
P
=8,548,705,916
=22,982,750,535
=7,755,499,596 P
P
=25,324,102,231 P
(3,777,026,128)
(3,043,446,794) (10,205,373,341)
(7,824,794,640)
(1,540,987,796)
(1,254,107,879)
(4,687,668,353)
(3,795,633,308)
69,393,021
(1,031,661,207)
(962,268,186)
48,376,636
(881,487,215)
(833,110,579)
219,342,215
(3,409,544,187)
(3,190,201,972)
137,257,514
(2,723,938,366)
(2,586,680,852)
(928,918,891)
75,252,959
(554,787,582)
265,534,452
(1,162,914,908)
826,345,449
(179,928,249)
529,084,042
NET INCOME
Net income attributable to:
Equity Holders of the Parent
Company
Non-controlling interests
2,051,903,642
13,846,983
(839,818,949)
100,309,084
1,862,959,596
1,428,604,857
4,487,793,940
(224,402,672)
79,187,681
(145,214,991)
(216,605,246)
(207,934,200)
(424,539,446)
(107,937,162)
(444,506,621)
6,796,351,944
(739,036,011)
26,574,583
(712,461,428)
2,051,903,642
415,730,386
2,816,789,821
11,592,431,556
(737,501,593)
(311,208,569)
(1,048,710,162)
P
=1,283,389,866
=4,063,254,494
P
P
=1,256,786,123
26,603,743
P
=1,283,389,866
=4,091,477,633 P
P
=10,376,801,597
=5,865,342,606 P
(28,223,139)
166,919,797
218,547,910
=4,063,254,494 P
P
P10,543,721,394
=6,083,890,516 =
P
=0.067
=10,543,721,394
P
=6,083,890,516 P
=0.218
P
P
=0.312
=0.553
P
AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
NET INCOME
OTHER COMPREHENSIVE INCOME
(LOSS)
Other comprehensive income(loss) to be
reclassified to profit or loss in
subsequent periods:
Cumulative translation adjustment on
hedging transactions
Changes in fair value of
available-for- sale investments
Cumulative translation adjustments on
foreign subsidiaries
=4,063,254,494
P
=10,543,721,394
P
=6,083,890,516 P
P
=1,283,389,866
(266,767,181)
44,805,487
(165,341,830)
38,488,778
(58,881,631)
58,179,547
(38,827,024)
126,733,333
61,227,980
(264,420,832)
(23,184,102)
79,800,932
4,164,496
(200,004,358)
(13,403,771)
151,818,340
P
=1,018,969,034
=4,143,055,426
P
P4,171,278,565
P
=992,365,291 =
(28,223,139)
26,603,743
P
=1,018,969,034
=4,143,055,426
P
=10,695,539,734
P
=5,883,886,158 P
=10,528,619,937
P
=5,665,338,248 P
166,919,797
218,547,910
=10,695,539,734
P
=5,883,886,158 P
AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2015 AND 2014
Preferred
Stock
Balances, January 1, 2015
Total comprehensive income:
Net income
Changes in fair value of
available-for-sale
investments recognized
in equity
Cumulative translation
adjustments on hedging
transactions
Cumulative translation
adjustments on foreign
subsidiaries
Cash dividends (Note 14)
Cash dividends to non-controlling
interest
Share-based payment
Balances, September 30, 2015
Common
Stock
P
=93,750,000 P
=18,750,000,000
Common
Shares in
Employee
Trust Account
(P
=346,730,774) P
=6,285,845,818 (P
=3,706,430,769)
252,374
190,368
P
=93,750,000 P
=18,750,000,000
(P
=346,478,400) P
=6,286,036,186 (P
=3,706,430,769)
P
=143,192,675
(38,827,024)
(38,827,024)
(P
=178,182,172)
Subtotal
(P
=6,530,344) P
=21,095,090,585 P
=42,130,005,019
Total Equity
P
=1,490,081,458 P
=43,620,086,477
5,865,342,606
(38,827,024)
(38,827,024)
(165,341,830)
(165,341,830)
4,164,495
(200,004,359)
(3,945,000,000)
4,164,495
(200,004,359)
(3,945,000,000)
(165,341,830)
(165,341,830)
4,164,495
4,164,495
(P
=343,524,002)
5,865,342,606.
(3,945,000,000)
5,865,342,606
Non-controlling
Interests
P
=104,365,651
Retained
Earnings
442,742
(P
=2,365,849) P
=23,015,433,191 P
=43,850,786,008
218,547,910
(128,000,000)
6,083,890,516
(128,000,000)
442,742
P
=1,580,629,368 P
=45,431,415,376
-2-
Preferred
Stock
Balances, January 1, 2014
Total comprehensive income:
Net income
Changes in fair value of
Available-for-sale investments
recognized
in equity
Cumulative translation
adjustments
Cumulative translation
adjustments on foreign
subsidiaries
Cash dividend (Note 14)
Investments from non-controlling
shareholders
Share based payment
Balances, September 30, 2014
(Unaudited)
Common
Stock
Common
Shares in
Employee
Trust Account
(P
=351,494,001)
Additional
Paid-in
Capital
Total Equity
P
=34,238,167,498
P
=2,006,791,407
P
=36,244,958,905
10,376,801,595
10,376,801,595
166,919,799
10,543,721,394
126,733,333
38,488,778
126,733,333
38,488,778
3,572,420
2,277,732
P
=93,750,000
P
=18,750,000,000
P
=156,344,654
(P
=17,126,940)
(P
=8,698,511)
P
=13,204,236,334
(P
=3,706,430,769)
(P
=55,615,718)
Non-controlling
Interests
P
=6,285,086,574
P
=29,611,321
Subtotal
P
=18,750,000,000
(P
=3,706,430,769)
Retained
Earnings
P
=93,750,000
(P
=347,921,581)
P
=6,282,808,842
(13,403,771)
(13,403,771)
(P
=22,102,282)
126,733,333
126,733,333
38,488,778
38,488,778
10,376,801,595
(1,882,500,000)
(13,403,771)
10,528,619,935
(1,882,500,000)
166,919,799
(658,255,057)
(13,403,771)
10,695,539,734
(2,540,755,057)
5,850,152
7,293,406
7,293,406
5,850,152
P
=21,698,537,929
P
=42,890,137,585
P
=1,522,749,555
P
=44,412,887,140
AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine-Month Periods
Ended September 30
2014
2015
CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax
Adjustments for:
Depreciation and amortization (Notes 9 and 10)
Interest expense (Note 17)
Unrealized foreign exchange losses - net
P
=6,796,351,944
=11,592,431,556
P
3,794,592,726
3,409,544,187
1,177,445,306
2,858,013,445
2,723,938,366
212,748,960
249,770,933
(219,342,215)
87,111,648
49,876,869
(2,051,903,642)
231,715,617
(137,257,514)
48,307,739
(11,641,573)
(7,911,584)
(7,317,074)
442,742
15,326,835,493
(362,123,597)
5,850,153
15,121,356,519
(1,086,502,200)
1,001,809,810
(473,392,030)
61,500,689
(2,698,778,124)
199,778,785
2,185,079,750
123,462,831
41,831,829
17,119,125,483
(997,811,685)
16,121,313,798
(335,536,665)
52,284,947
(23,849,986)
12,376,756,165
(471,282,749)
11,905,473,416
7,547,020
(7,291,757,174)
(14,836,828,284)
(500,000,000)
227,175,061
(29,026,924)
(500,000,000)
163,691,500
(76,510,586)
4,827,269
(199,697,641)
(198,805,195)
(941,573,732)
(8,928,858,336)
1,455,494,065
346,448,103
(391,196,928)
(2,985,049)
(1,161,348,574)
99,756,273
(14,903,479,480)
P
=9,376,287,113
=6,574,053,340
P
7,293,406
(9,928,238,750)
(3,123,081,875)
(2,010,500,000)
(5,685,533,512)
(1,030,736,500)
(2,534,459,851)
(2,540,755,057)
475,395,338
1,506,921,950
(2,522,610,726)
17,865,995
46,934,724
14,010,213,414
16,043,154,556
P
=15,535,001,359
=13,567,478,554
P
AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
1. Corporate Information
General
Energy Development Corporation (the Parent Company or EDC) was incorporated in the
Philippines and registered with the Securities and Exchange Commission on March 5, 1976.
Beginning December 13, 2006, the common shares of EDC were listed and traded in the
Philippine Stock Exchange.
The Parent Company and its subsidiaries (collectively referred to as the Company) are primarily
engaged in the business of exploring, developing, and operating geothermal energy and other
indigenous renewable energy projects in the Philippines.
Red Vulcan is the immediate parent company of EDC while Lopez, Inc. is the ultimate parent
company. Red Vulcan and Lopez, Inc. are both incorporated in the Philippines.
Corporate Address
The Parent Companys principal place of business is at 38th Floor, One Corporate Centre, Julia
Vargas Avenue corner Meralco Avenue, Ortigas Centre, Pasig City.
Authorization for Issuance of the Unaudited Interim Condensed Consolidated Financial
Statements
The interim condensed consolidated financial statements as of September 30, 2015 and for the
nine-month period ended September 30, 2015 and 2014 were reviewed, approved and authorized
for issuance by the Board of Directors (BOD) through the Audit and Governance Committee on
November 10, 2015.
2. Basis of Preparation
The unaudited interim condensed consolidated financial statements of the Company as of
September 30, 2015 and for the nine-month periods ended September 30, 2015 and 2014 have
been prepared in accordance with Philippine Accounting Standard (PAS) 34, Interim Financial
Reporting. The unaudited interim condensed consolidated financial statements do not include all
the information and disclosures required in the annual financial statements, and should be read in
conjunction with the Companys annual financial statements as at December 31, 2014.
The unaudited interim condensed consolidated financial statements have been prepared on a
historical cost basis, except for the financial assets at fair value through profit or loss (FVPL),
derivative instruments and available-for-sale (AFS) investments which have been measured at fair
value. The unaudited interim condensed consolidated financial statements are presented in
Philippine peso (Peso), which is the Parent Companys functional currency. All values are
rounded to the nearest peso, except when otherwise indicated.
-2-
PAS 19, Employee Benefits - Defined Benefit Plans: Employee Contributions (Amendments)
PAS 19 requires an entity to consider contributions from employees or third parties when
accounting for defined benefit plans. Where the contributions are linked to service, they
should be attributed to periods of service as a negative benefit. These amendments clarify that,
if the amount of the contributions is independent of the number of years of service, an entity is
permitted to recognize such contributions as a reduction in the service cost in the period in
which the service is rendered, instead of allocating the contributions to the periods of service.
This amendment is effective for annual periods beginning on or after January 1, 2015. This
amendment is not relevant to the Company since none of the entities within the Company has
defined benefit plans with contributions from employees or third parties.
-3
PAS 16, Property, Plant and Equipment, and PAS 38, Intangible Assets - Revaluation
Method - Proportionate Restatement of Accumulated Depreciation and Amortization
The amendment is applied retrospectively and clarifies in PAS 16 and PAS 38 that the
asset may be revalued by reference to the observable data on either the gross or the net
carrying amount. In addition, the accumulated depreciation or amortization is the
difference between the gross and carrying amounts of the asset.
-4
Wind-Ilocos Norte Business Unit (WINBU) - This segment pertains to both wind and solar
projects commercially operating in Northern Luzon.
g. All others This refers to other renewable energy projects, foreign investments and head
office of the Company.
Management monitors the operating results of the business segments separately for the purpose of
making decisions about resources to be allocated and of assessing performance. Other charges
and income are managed on a group basis.
Segment performance is evaluated based on net income for the period and earnings before interest,
taxes, and depreciation and amortization (EBITDA). Net income for the period is measured
consistent with consolidated net income reported in the consolidated financial statements.
EBITDA is calculated as revenues minus costs of sale of electricity and general and administrative
expenses, excluding non-cash items such as depreciation and amortization, impairment losses on
non-financial assets, and loss on disposal of property, plant and equipment, among others.
-5-
P
=13,015,273,561
(1,913,985,162)
11,101,288,399
(6,615,536,438)
105,063,848
(1,199,802,881)
350,251,843
(377,993,673)
P
= 3,363,271,098
P
=6,131,924,417
NIGBU
P
=9,534,252,757
(3,460,270,662)
6,073,982,095
(2,879,273,952)
63,449,958
(779,702,334)
(320,148,047)
(185,321,154)
P
=1,972,986,566
P
=3,890,320,887
BGBU
P
=4,593,684,941
(1,259,174,394)
3,334,510,547
(1,864,755,337)
24,328,770
(323,555,939)
(30,459,497)
33,593,516
P
=1,173,662,060
P
=1,857,413,491
MAGBU
P
=1,703,344,029
1,703,344,029
(1,248,361,593)
12,256,352
(209,746,410)
(55,468,192)
(9,858,593)
P
=192,165,593
P
=785,546,927
Pantabangan/
Masiway
P
=1,583,689,252
1,583,689,252
(703,670,685)
6,678,511
(120,508,737)
(14,828,101)
(205,204,128)
P
=546,156,112
P
=1,202,992,771
WINBU
P
=1,301,511,079
1,301,511,079
(830,074,470)
7,556,682
(529,757,110)
(371,697,157)
23,152,526
(P
=399,308,450)
P
=988,162,155
All others
Consolidated
P
=1,065,835,786 P
=32,797,591,405
(840,058,956)
(7,473,489,174)
225,776,830
25,324,102,231
(14,141,672,475)
(751,369,219)
(751,369,219)
8,094
219,342,215
(246,470,776)
(3,409,544,187)
(2,157,470)
(444,506,621)
9,170,078
(712,461,428)
(P
=765,042,463) P
=6,083,890,516
P
=225,776,830 P
=15,082,137,478
(710,492,973)
P
=14,371,644,505
-6-
LGBU
For the Nine-Month Period Ended
September 30, 2014
Segment revenue
Intersegment revenue
Segment revenue from external customers
Segment expenses
Unallocated expenses
Interest income
Interest expense
Reversal of previously impaired property,
plant and equipment
Other income (expense) - net
Provision for (Benefit from) Income taxes
Net income (loss)
EBITDA
Unallocated expenses
NIGBU
BGBU
MAGBU
Pantabangan/
Masiway
WINBU
All others
Consolidated
=13,985,717,721
P
(2,180,529,227)
=11,805,188,494
P
(5,449,186,441)
73,954,478
(1,315,558,248)
P9,306,408,696
=
(3,477,050,867)
=5,829,357,829
P
(2,213,256,726)
33,894,019
(681,329,727)
=3,115,104,565
P
(968,679,978)
=2,146,424,587
P
(1,604,165,563)
14,434,748
(331,429,324)
=1,737,029,261
P
=1,737,029,261
P
(1,323,806,984)
9,890,371
(262,999,661)
=1,464,750,364
P
=1,464,750,364
P
(696,950,287)
4,908,735
(130,517,651)
=
P
=
P
(17,101,876)
173,923
= =
P
P29,609,010,607
(6,626,260,072)
= P
P
=22,982,750,535
(11,304,467,877)
(315,960,070)
(315,960,070)
1,240
137,257,514
(2,103,755)
(2,723,938,366)
372,129,214
(551,732,083)
=4,934,795,414
P
=7,830,853,938
P
2,051,903,642
90,528,952
(487,654,849)
=4,623,443,140
P
=4,097,751,715
P
(911,876)
42,582,666
=266,935,238
P
=867,462,786
P
28,190,871
(9,036,010)
=179,267,848
P
=694,183,293
P
(832,380)
(26,881,615)
=614,477,166
P
=1,083,779,206
P
(17,063,830)
(1,694)
(P
=33,993,477)
(P
=9,293,036)
2,051,903,642
292,845,227
764,886,178
(15,986,577)
(1,048,710,162)
(P
=41,203,935) =
P10,543,721,394
= P
P
=14,564,737,902
(289,693,222)
=14,275,044,680
P
-7-
LGBU
NIGBU
BGBU
MAGBU
Pantabangan/
Masiway
WINBU
P
=75,614,622,793
P
=24,093,516,851
P
=15,841,027,928
P
=9,348,513,919
P
=7,626,135,221
P
=20,614,371,401
(P
=63,104,433,415)
P
=34,626,493,354
P
=22,228,183,378
P
=17,694,613,084
P
=4,491,846,660
P
=3,672,700,670
P
=15,540,761,752
(P
=65,190,090,108)
P
=2,273,779,153
P
=2,077,503,490
P
=972,248,759
P
=70,572,589
P
=80,912,800
P
=1,098,339,144
P
=1,542,967,616
P
=678,159,752
P
=373,570,165
P
=324,943,777
P
=322,974,204
P
=511,100,967
P
=1,231,734
P
=103,204,840
P
=17,452,992
P
=14,088,116
P
=5,620,714
P
=
P
=5,624,581
P
=
Elimination
Total
P
=90,033,754,698
42,455,707,426
P
=132,489,462,124
P
=33,064,508,790
53,993,537,957
P
=87,058,046,747
P
=6,573,355,935
1,060,865,758
P
=7,634,221,693
P
=3,754,948,215
39,644,511
P
=3,794,592,726
P
=145,991,243
LGBU
NIGBU
BGBU
MAGBU
Pantabangan /
Masiway
WINBU
Elimination
Total
P
=71,608,301,585
P
=33,197,063,395
P
=13,848,796,054
P
=9,932,116,993
P
=7,604,603,949
P
=24,740,355,824
(P
=68,445,028,981)
P
=32,311,663,166
P
=30,804,576,157
P
=17,471,359,008
P
=5,044,341,948
P
=3,876,731,551
P
=15,590,036,477
(P
=71,464,533,288)
P
=2,980,724,113
P
=2,715,395,635
P
=1,391,152,987
P
=80,468,199
P
=118,332,958
P
=12,292,374,252
P
=96,230,146
P
=1,977,166,821
P
=702,804,914
P
=435,957,718
P
=370,617,590
P
=421,559,899
P
=133,316,576
P
=
P
=21,758,128
P
=12,864,970
(P
=11,331,477)
P
=3,770,502
P
=
P
=7,224,993
P
=
P
=92,486,208,819
32,013,256,107
P
=124,499,464,926
P
=33,634,175,019
47,245,203,430
P
=80,879,378,449
P
=19,674,678,290
433,882,606
P
=20,108,560,896
P
=4,041,423,518
37,875,779
P
=4,079,299,297
P
=34,287,116
-8-
The following table shows the Companys reconciliation of EBITDA to the consolidated net
income for the nine-month periods ended September 30, 2015 and 2014:
EBITDA
Add (deduct):
Depreciation and amortization (Notes 9 and 10)
Interest expense (Note 17)
Foreign exchange losses - net (Note 19)
Proceeds from insurance claims
Provision for income tax
Interest income (Note 18)
Provision of impairment of parts
and supplies inventories
Provision for doubtful accounts (Note 16)
Reversal of previously impaired property, plant
and equipment (Note 9)
Miscellaneous - net (Note 20)
Consolidated net income
September 30,
September 30,
2014
2015
(Unaudited)
(Unaudited)
=14,275,044,680
P
=14,371,644,505 P
(3,794,592,726)
(3,409,544,187)
(1,162,914,908)
826,345,449
(712,461,428)
219,342,215
(2,858,013,445)
(2,723,938,366)
(179,928,249)
529,084,042
(1,048,710,162)
137,257,514
(96,114,373)
(49,876,869)
(6,400,909)
(48,307,739)
2,051,903,642
415,730,386
(107,937,162)
=10,543,721,394
P
=6,083,890,516 P
In the normal course of business, entities within the Company engage in intercompany sale and
purchase of steam and electricity. Intersegment revenues are all eliminated in consolidation.
Segment information is measured in conformity with the accounting policies adopted for
preparing and presenting the consolidated financial statements. Intersegment revenue are made at
normal commercial terms and conditions.
Unallocated expenses pertain to expenses of the corporate, technical and administrative support
groups while unallocated corporate assets and liabilities, which include among others certain cash
and cash equivalents, property, plant and equipment, parts and supplies inventories, trade and
other payables and retirement and post-employment benefits, pertain to the Head Office and are
managed on a group basis.
Proceeds from insurance pertain to properties damaged by natural calamities.
December 31,
September 30,
2014
2015
(Audited)
(Unaudited)
=2,675,815,987
P
=2,556,381,063 P
12,978,620,296 11,334,397,427
P14,010,213,414
P
=15,535,001,359 =
Cash in banks earn interest at the respective bank deposit rates. Cash equivalents consist of
money market placements, which are made for varying periods of up to months depending on the
immediate cash requirements of the Company.
-9-
Trade
Others:
Non-trade accounts receivable
Loans and notes receivables
Advances to employees
Receivables from employees
September 30,
2015
(Unaudited)
P
=5,426,036,090
December 31,
2014
(Audited)
=6,424,986,333
P
118,118,042
92,306,952
68,867,837
9,679,971
288,972,802
5,715,008,892
91,148,423
P
=5,623,860,469
395,195,472
95,900,731
53,107,976
9,491,872
553,696,051
6,978,682,384
91,148,423
=6,887,533,961
P
Trade receivables are noninterest-bearing and are generally collectible in 30 to 60 days. Majority
of the Companys trade receivables arose from sale of electricity to National Power Corporation
(NPC).
September 30,
2015
(Unaudited)
P
=1,472,822,751
813,793,477
December 31,
2014
(Audited)
=1,261,382,306
P
742,487,866
755,148,405
554,540,047
91,974,328
94,043,026
85,491,685
56,691,397
33,926,669
68,189,468
56,136,387
53,564,508
42,235,971
46,123,084
23,760,135
P
=3,375,844,818
25,986,096
=2,902,452,788
P
- 10 -
September 30,
2015
(Unaudited)
P
= 816,970,999
614,313,919
332,247,495
172,961,765
291,880,266
P
=2,228,374,444
December 31,
2014
(Audited)
=293,372,006
P
176,198,301
64,685,465
186,711,661
=720,967,433
P
- 11 -
Land
Power Plants
Buildings,
Improvements
and Other
Structures
Exploration,
Machinery and
Equipment
Furniture,
Fixtures and
Equipment
Laboratory Transportation
Equipment
Equipment
Construction
in Progress
Total
Cost
Balances at January 1
Additions
Disposals/retirements
Reclassifications
Balances at September 30
P
=589,066,312 P
=59,577,057,719
38,412,099
33,823,580
(95,003)
3,515,738,800
627,478,411 63,126,525,096
P
=30,192,192,743 P
=4,239,601,990
37,305,985
6,976,957
(71,911)
2,418,361,065
128,234,964
32,647,859,793
4,374,742,000
P
=4,251,389,923
5,505,628
(373,478)
(21,456,588)
4,235,065,485
P
=1,281,953,440
36,891,889
(14,995,464)
(18,255,905)
1,285,593,960
P
=706,277,459
65,371,618
(1,060,527)
2,171,135
772,759,685
P
=151,535,137
14,180,706
(5,654,661)
1,015,649
161,076,831
17,627,581
12,069,397,981
2,366,606,355
(12,159,736)
21,022,779
17,627,581 14,444,867,379
P
=609,850,830 P
=48,681,657,717
9,457,338,583
866,221,681
776,438,285
233,107,679
(176,111)
2,210,450
10,233,776,868
1,101,363,699
P
=22,414,082,925 P
=3,273,378,301
2,475,756,340
143,482,901
(370,084)
58,173,146
2,677,042,303
P
=1,558,023,182
622,573,853
95,650,626
(5,057,980)
1,065,224
714,231,723
P
=571,362,237
364,215,824
56,560,379
(1,058,096)
11,522
419,729,629
P
=353,030,056
81,036,916
18,383,276
(5,918,841)
204,798
93,706,149
P
=67,370,682
P
=9,505,900,500
25,954,168,759
3,690,229,501
(24,740,848)
82,687,919
29,702,345,331
P
=87,034,656,430
Laboratory
Equipment
Transportation
Equipment
Construction
in Progress
Total
P
=8,038,618,446 P
=109,027,693,169
7,395,753,229
7,634,221,691
(22,251,044)
(5,928,471,175)
97,337,945
9,505,900,500
116,737,001,761
Land
Cost
Balances at January 1
Additions
Disposals/retirement
Reclassifications
Balances at December 31
=515,353,046
P
73,713,266
589,066,312
Disposals/retirements
Reclassifications
Balances at December 31
17,627,581
=571,438,731
P
Net Book Value
Power Plants
=38,731,016,968
P
155,555,848
(1,277,159)
20,691,762,062
59,577,057,719
11,895,257,449
2,586,834,136
(271,047)
(360,518,915)
(2,051,903,642)
12,069,397,981
=47,507,659,738
P
Buildings,
Improvements
and Other
Structures
=25,467,012,393 P
P
=2,128,442,644
50,439,130
14,947,232
(1,300,549)
4,674,741,220 2,097,512,663
30,192,192,743 4,239,601,990
8,476,733,491
980,605,092
617,184,722
164,044,180
(1,300,536)
86,293,315
9,457,338,583
866,221,681
=20,734,854,160 P
P
=3,373,380,309
Exploration,
Machinery and
Equipment
Furniture,
Fixtures and
Equipment
=5,441,021,744
P
51,348,042
(1,374,632,581)
133,652,718
4,251,389,923
=1,101,387,317
P
54,825,091
(34,722,391)
160,463,423
1,281,953,440
=662,738,194
P
39,307,446
(1,265,142)
5,496,961
706,277,459
=193,057,863
P
36,621,092
(10,320,460)
(67,823,358)
151,535,137
P16,291,440,381
=
19,631,803,749
(27,884,625,684)
8,038,618,446
P90,531,470,550
=
20,108,560,896
(1,423,518,282)
(188,819,995)
109,027,693,169
2,412,546,361
69,312,578
(284,796,403)
278,693,804
511,330,385
124,141,646
(13,215,762)
317,584
291,595,936
73,723,742
(1,225,191)
121,337
69,185,062
19,796,161
(8,189,342)
245,035
245,034
(245,034)
24,291,460,987
4,018,702,569
(308,998,281)
4,907,126
622,573,853
=659,379,587
P
364,215,824
=342,061,635
P
81,036,916
=70,498,221
P
=8,038,618,446
P
(2,051,903,642)
25,954,168,759
=83,073,524,410
P
2,475,756,340
=1,775,633,583
P
*SGVFS014482*
- 12 -
- 13 -
September 30,
2015
(Unaudited)
P
=3,690,229,501
104,363,225
P
=3,794,592,726
September 30,
2014
(Unaudited)
=2,772,428,515
P
85,584,930
=2,858,013,445
P
P
=3,566,752,054
227,840,672
P
=3,794,592,726
=2,547,060,857
P
310,952,588
=2,858,013,445
P
Goodwill
Cost
Balances at January 1
Additions
Reclassifications/restatement
Balances at September 30
Accumulated Amortization
Balances at January 1
Amortization
Balances at September 30
Net Book Value
Total
P
=2,651,447,390
2,651,447,390
P
=2,404,778,918
2,404,778,918
P
=312,519,889
198,805,195
(320,595,205)
190,729,879
P
=5,368,746,197
198,805,195
(320,595,205)
5,246,956,187
P
=2,651,447,390
781,553,149
72,143,368
853,696,517
P
=1,551,082,401
44,639,260
32,219,857
76,859,117
P
=113,870,762
826,192,409
104,363,225
930,555,634
P
=4,316,400,553
Total
Goodwill
Cost
Balances at January 1
Additions
Reclassifications
Balances at December 31
Accumulated Amortization
Balances at January 1
Amortization
Balances at December 31
Net Book Value
=2,535,051,530
P
116,395,860
2,651,447,390
=2,404,778,918
P
2,404,778,918
=171,776,021
P
86,577,781
54,166,087
312,519,889
=5,111,606,469
P
202,973,641
54,166,087
5,368,746,197
=2,651,447,390
P
685,361,992
96,191,157
781,553,149
=1,623,225,769
P
26,717,178
17,922,082
44,639,260
=267,880,629
P
712,079,170
114,113,239
826,192,409
=4,542,553,788
P
Water rights are amortized using the straight-line method over 25 years, which is the term of the
agreement with National Irrigation Administration. The remaining amortization period of water
rights is 16.0 years as of September 30, 2015.
- 14 -
During the year the Company reclassified from property plant and equipment to intangible asset
amounting to P
=320.6 million.
Other intangible assets pertain to the Companys accounting software.
September 30,
2015
(Unaudited)
P
=4,880,241,705
2,163,272,118
1,038,338,784
469,486,686
124,330,840
69,177,980
8,744,848,113
420,471,046
P
=8,324,377,067
December 31,
2014
(Audited)
=4,556,990,530
P
2,426,395,074
113,822,523
374,215,948
109,398,960
90,709,011
7,671,532,046
406,532,824
=7,264,999,222
P
Provision for doubtful accounts pertaining to input VAT and long-term receivables amounted to
=49.9 million and P
P
=28.6 million for the nine-month periods ended September 30, 2015 and 2014,
respectively (Note 16). Long-term receivables mostly pertains to capital funding for Chile
Projects.
Accounts payable:
Third parties
Related parties (Note 22)
Dividends payable (Note 14)
Accrued interest on long-term debts
Withholding and other taxes payable
Government share payable
Deferred credits
SSS and other contributions payable
Other payables
September 30,
2015
(Unaudited)
December 31,
2014
(Audited)
P
=5,134,650,841
1,838,469,976
2,062,500,000
999,247,881
280,216,070
67,187,336
46,318,838
5,372,823
1,658,628,206
P
=12,092,591,971
=4,652,153,805
P
1,059,251,739
800,318,523
532,795,426
58,286,539
37,587,664
4,525,306
494,408,436
=7,639,327,438
P
Accounts payable are noninterest-bearing and are normally settled on a 30 to 60 days term. Other
payables contain mainly of other short term employee benefits and deferred output vat.
The accrued interest represents interest accrual on outstanding loans.
- 15 -
Creditor/Project
US$300.0 Million Notes
Peso Public Bonds
Series 1 - P
=8.5 billion
Series 2 - P
=3.5 billion
International Finance Corporation
(IFC)
IFC 1 - P
=4.1 billion
IFC 2 - P
=3.3 billion
Fixed Rate Note Facility (FXCN)
P
=4.0 billion
P
=3.0 billion
Refinanced Syndicated Term Loan
US$175.0 million
Restructured Philippine National Bank
(PNB) and Allied Bank Peso Loan
Maturities
January 20, 2021
June 4, 2015
December 4, 2016
8.6418%
9.3327%
7.4% per annum for the
first five years
subject to
repricing for another
2012-2033
five to 10 years
2013-2025
6.6570%
2012-2022
2012-2022
November 7, 2022
2013 Peso Fixed-Rate Bonds
P
=4.0 billion
P
=3.0 billion
US$80 Million Term Loan
US$315 Million Burgos Wind Project
Financing Agreement
US$35.5 Million US Dollar Commercial
Debt Facility
US$139 Million US Dollar ECA Debt
Facility
P
=5.17 Billion Peso Commercial Debt
Facility
P
=8.5 Billion Term Loan
Total
Less current portion
Noncurrent portion
Interest Rate
6.5%
May 3, 2023
May 3, 2020
June 21, 2018
3,489,090,595
8,488,355,479
3,482,744,901
2,704,403,027
2,595,591,439
2,870,394,380
2,716,078,159
5.25%
5.25%
LIBOR plus a margin
of 175 basis points
1.5% + PDST-F rate
or 1.0% + BSP
overnight rate
3,958,289,790
2,942,591,668
3,857,085,232
2,891,564,383
5,287,250,902
5,433,656,909
3,378,750,000
3,570,000,000
4.7312%
4.1583%
1.8% margin plus
LIBOR
3,806,322,598
2,853,608,615
3,924,428,609
2,969,167,021
3,539,179,699
3,370,629,611
2% margin plus
LIBOR
2.35% margin plus
LIBOR
2% + PDST-F rate
2015-2022
5.25%
September 30,
2015 December 31, 2014
(Audited)
(Unaudited)
=13,306,210,227
P
=13,923,589,327 P
P
=1,698,781,110
=1,539,787,705
P
6,733,185,759
5,953,597,209
5,509,763,358
7,918,734,898
70,339,132,785
3,713,570,132
P
=66,625,562,653
5,088,541,849
69,462,241,674
10,499,672,112
=58,962,569,562
P
The Companys foreign-currency denominated long-term debts were translated into Philippine
pesos based on the prevailing foreign exchange rates at the date of the unaudited interim
consolidated statement of financial position (US$1= P
=46.74 on September 30, 2015 and
US$1= P
=44.72 on December 31, 2014).
Amended FXCN
Due to the steady decline in interest rates over the past two years, and the cessation of the use of
the PDST-F as a benchmark rate, EDC and the Noteholders have deemed it appropriate to amend
the FXCN loan agreement on April 30, 2015, to revise the interest rate levels and as well as to
effect other amendments in order to align the same with the other loan covenants of EDC.
Changes in interest rate are, Tranche 1 (P
=3.0 billion) - from 6.6173% to 5.25% and Tranche 2
(P
=4.0 billion) - from 6.6108% to 5.25%.
EBWPC Loan
As of September 30, 2015, EBWPC has fully drawn the US$315 million financing agreement in
ECA Debt Facility, USD Commercial Debt Facility, Peso Commercial Debt Facility with various
banks.
As part of the agreement, EBWPC will provide a debt service reserve account for the principal
and interest payment of the loan amounting to P
=697.3 million.
- 16 -
GCGI Loan
On March 6, 2015, GCGI completed the execution of separate loan agreement each with Asia
United Bank Corporations, Bank of the Philippine Islands, BDO Unibank Inc., Development
Bank of the Philippines, Land Bank of the Philippines, Rizal Commercial Banking Corporation,
Robinsons Bank Corporation and Union Bank of the Philippines for the total amount of
P
=8.5 billion. BDO Capital and Investment Corporation acted as sole arranger.
As part of the agreement, GCGI will provide a debt service reserve account for the principal and
interest payment of the loan amounting to P
=119.6 million.
14. Dividends
Parent Company
On September 9, 2015, EDC approved the declaration of P
=2,062.5 million to its common
shareholders of record as of September 23, 2015 payable on or before October 7, 2015.
On March 6, 2015, EDC declared cash dividends amounting to P
=1,875.0 million to its common
shareholders and P
=7.5 million to its preferred shareholder of record as of March 20, 2015 payable
on or before April 16, 2015.
First Gen Hydro
On January 8, 2015, FG Hydro declared cash dividends amounting to P
=320.0 million to its
common stockholders of record as of January 15, 2015 payable on or before January 23, 2015.
15. Costs of Sale of Electricity
September 30,
2015
(Unaudited)
P
=3,566,752,054
2,145,525,793
1,620,175,105
981,085,574
898,844,581
653,916,444
200,858,936
138,214,854
P
=10,205,373,341
September 30,
2014
(Unaudited)
=2,547,060,857
P
1,573,820,994
1,366,360,740
844,114,038
447,045,481
760,492,579
205,861,524
80,038,427
=7,824,794,640
P
- 17 -
September 30,
2015
(Unaudited)
P
=1,606,402,686
1,461,951,509
573,171,499
440,370,781
227,840,672
122,000,265
109,939,699
49,876,869
September 30,
2014
(Unaudited)
=1,209,923,081
P
1,124,887,788
557,350,403
297,340,930
310,952,588
68,390,342
172,079,528
48,307,739
96,114,373
P
=4,687,668,353
6,400,909
=3,795,633,308
P
September 30,
2015
(Unaudited)
September 30,
2014
(Unaudited)
P
=3,377,445,266
=2,693,561,765
P
26,240,590
5,858,331
P
=3,409,544,187
24,518,271
5,858,330
=2,723,938,366
P
September 30,
2015
(Unaudited)
P
=210,083,545
4,095,582
4,064,654
1,024,144
74,290
P
=219,342,215
September 30,
2014
(Unaudited)
=101,591,504
P
1,856,071
32,677,467
1,058,783
73,689
=137,257,514
P
Interest on placements
Interest on overdue accounts/others
Interest on savings/current accounts
Accretion of Day 1 loss on security deposit
Others
- 18 -
September 30,
2015
(Unaudited)
P
=10,365,903
(1,173,280,811)
(P
=1,162,914,908)
September 30,
2014
(Unaudited)
=46,224,482
P
(226,152,731)
(P
=179,928,249)
This account pertains mainly to foreign exchange adjustments on repayment of loans and
restatement of outstanding balances of foreign currency-denominated loans, short-term placements
and cash in banks.
September 30,
2015
(Unaudited)
(P
=87,111,648)
September 30,
2014
(Unaudited)
=
P
11,641,573
7,317,074
(3,785,471)
(2,066,387)
(33,932,303)
(P
=107,937,162)
303,457,149
108,679,584
15,481,461
(11,887,808)
=415,730,386
P
- 19 -
September 30,
2015
(Unaudited)
Net income attributable to equity shareholders of
the Parent Company
Less dividends on preferred stock
Net income attributable to common shareholders of
the Parent Company (a)
Weighted average number of common shares
outstanding (b)
Basic/diluted earnings per share (a/b)
=10,376,801,597
P
=5,865,342,606 P
7,500,000
7,500,000
=10,369,301,597
P
=5,857,842,606 P
18,750,000,000
=0.553
P
18,750,000,000
P
=0.312
The Parent Company does not have dilutive common stock equivalents as of September 30, 2015
and 2014.
22. Related Party Transactions
Parties are considered to be related if one party has the ability, directly or indirectly, to control the
other party or exercise significant influence over the other party in making financial and operating
decisions. Parties are also considered to be related if they are subject to common control.
Following are the amounts of transactions for the nine-month periods ended September 30, 2015
and 2014 and outstanding balances as of September 30, 2015 and December 31, 2014:
Related Party
Entities under common
control
Due to related parties
Nature of Transaction
Consultancy fee
Interest-free advances
- do - do -
Balances
September 30, December 31,
2015
2014
(Unaudited)
(Audited)
2014
2015
P
= 279,656,471
15,076,609
=131,463,529
P
26,809,160
- do - do -
65,137
43,300
900,769
4,258
- do -
- do -
-do-
-do-
51,480
- do -
- do -
P
= 294,841,517
=159,224,938
P
P
= 91,457,297
173,000
P49,625,468
=
P
= 267,404,336
=255,209,531
P
P
= 34,924,182
=54,561,770
P
Terms
P43,998,784
P
= 85,377,607 =
5,317,281
6,075,432
40,841
95,562
- 20 -
Related Party
Nature of Transaction
Terms
Balances
September 30,
December 31,
2015
2014
(Unaudited)
(Audited)
2014
2015
=1,746,642,543
P
= 2,155,129,029 P
P
= 1,336,762,582
=681,603,330
P
1,141,360,841
525,000,000
449,429,217
367,606,957
- do -
14,847,639
11,401,289
4,212,822
9,319,058
- do -
11,547,371
40,291,313
- do -
2,159,181
2,108,898
218,926
- do - do -
351,830
344,997
6,914,101
1,736,686
9,117,293
(1,990,431)
2,511,446
(2,043,252)
- do - do -
- do - do -
150,311
80,810
86,875
3,600
3,600
- do -
- do -
3,654
3,654
- do - do - do -
- do - do - do -
- do Unsecured and
will be settled in
cash
715,000
365,781
=2,294,971,173
P
= 3,325,975,663 P
250,600
358,000
63,000
=
P
1,059,251,739
P
= 1,838,469,976
Entities under common control are indirect subsidiaries of Lopez, Inc., the Companys ultimate
parent company. The sales to and purchases from related parties are made at normal commercial
terms and conditions. The amounts of outstanding receivables or payables are unsecured and will
be settled in cash. Except for the US$80.0 million letters of credit issued by the Parent Company
in favor of EDC Chile Limitada, there were no guarantees that have been given to and/or received
from any related party in 2015 and 2014. The Company has not recognized any impairment loss
on trade and other receivables relating to intercompany transactions as of September 30, 2015 and
December 31, 2014.
Financial Assets
Cash and cash equivalents
Trade receivables
Non-trade receivables
Loans and
Receivables
AFS
Investments
P
=15,535,001
5,334,888
118,118
P
=
Liabilities at
Financial
Amortized
assets at
Cost
FVPL
(In Thousand Pesos)
P
=
P
=
Derivatives
Designated as
Cash Flow
Hedges
P
=
Total
P
=15,535,001
5,334,888
118,118
Liabilities at
Financial
Amortized
assets at
Cost
FVPL
(In Thousand Pesos)
Loans and
Receivables
AFS
Investments
92,307
9,680
969,562
P
=22,059,556
264,631
299,500
P
=564,131
P
=
P
=
P
=6,919,034
P
=
P
=
999,248
16,311
91,457
70,339,133
P
=78,365,183
1,035,235
P
= P
=1,035,235
(In Thousand Pesos)
Derivatives
Designated as
Cash Flow
Hedges
Total
348,292
P
=348,292
92,307
9,680
969,562
264,631
299,500
1,035,235
348,292
P
=24,007,214
P
=
P
=
P
=6,919,034
P
=
377,009
P
=377,009
999,248
16,311
91,457
70,339,133
377,009
P
=78,742,192
Loans and
Receivables
AFS
Investments
Liabilities at
Amortized
Cost
Financial
assets at
FVPL
Derivatives
Designated as
Cash Flow
Hedges
Total
Financial Assets
Cash and cash equivalents
Trade receivables
Non-trade receivables
Loans and notes
receivables
Employee receivables
Long-term receivables
AFS - debt investments
AFS - equity investments
Financial assets at FVPL
Derivative assets
Total financial assets
=14,010,213
P
6,334,373
395,195
95,901
9,492
85,754
=20,930,928
P
=
P
259,847
308,130
=567,977
P
=
P
=
P
=
P
=
P
=14,010,213
P
6,334,373
395,195
523,593
=523,593
P
154,169
=154,169
P
95,901
9,492
85,754
259,847
308,130
523,593
154,169
=22,176,667
P
Financial Liabilities
Accounts payable*
Accrued interest on longterm debts
Other payables**
Due to related parties
Long-term debts
Derivative liabilities
Total financial assets
=
P
=
P
=5,681,577
P
=
P
=
P
=5,681,577
P
=
P
=
P
800,319
24,708
49,625
69,462,242
=76,018,471
P
=
P
169,735
=169,735
P
800,319
24,708
49,625
69,462,242
169,735
=76,188,206
P
- 22 -
The following tables show the fair value information of financial instruments classified under
loans and receivables, financial assets at FVPL, AFS investments, and derivatives designated as
cash flow hedges and analyzed by sources of inputs on fair valuation as follows:
Quoted prices in active markets for identical assets or liabilities (Level 1);
Those involving inputs other than quoted prices included in Level 1 that are observable for the
asset or liability, either directly (as prices) or indirectly (derived from prices) (Level 2); and
Those with inputs for the asset or liability that are not based on observable market data
(unobservable inputs) (Level 3)
Carrying
Amounts
Level 2
Level 3
P
=969,562,079
P
=918,554,550
P
=
P
=
P
=918,554,550
1,035,235,015
1,035,235,015
1,035,235,015
264,631,490
299,499,631
264,631,490
299,499,631
264,631,490
299,499,631
348,291,776
348,291,776
348,291,776
70,339,132,786
81,124,414,078
81,124,414,078
377,009,449
377,009,449
377,009,449
Carrying
Amounts
Financial assets for which
fair values are disclosed
Long-term receivables
Financial assets carried at fair
value
Financial assets at FVPL
AFS investments:
Debt investments
Equity investments
Derivative assets designated as
cash flow hedges
Level 2
Level 3
=85,753,718
P
=80,742,027
P
=
P
=
P
=80,742,027
P
523,593,442
523,593,442
523,593,442
259,846,955
308,129,936
259,846,955
308,129,936
259,846,955
308,129,936
154,169,144
154,169,144
154,169,144
69,462,241,673
86,080,409,672
86,080,409,672
169,734,900
169,734,900
169,734,900
Due to relatively short-term maturity, ranging from one to three months, carrying amounts
approximate fair values for cash in banks, trade and other receivables, loans and notes receivables,
due to related parties and trade and other payables.
- 23 -
The methods and assumptions used by the Company in estimating the fair value of financial
instruments are:
Long-term Receivables
The fair value of long-term receivables was computed by discounting the expected cash flow using
the applicable rate of 2.74% and 3.06% as at September 30, 2015 and December 31, 2014.
AFS Investments
Fair values of quoted debt and equity securities are based on quoted market prices. For equity
investments that are not quoted, the investments are carried at cost less allowance for impairment
losses due to the unpredictable nature of future cash flows and the lack of suitable methods of
arriving at a reliable fair value.
Financial assets at FVPL
The fair values of financial assets at FVPL are measured using inputs that are observable at the
reporting date such as government and corporate securities listed in the Philippine Dealing and
Exchange Corporation provided by the counterparty bank.
Derivative assets and liabilities designated as cash flow hedges
The fair values of derivative assets and liabilities designated as cash flow hedges are based on
quotations provided by the counterparty banks.
Long-term Debts
The fair values for the Companys long-term debts are estimated using the discounted cash flow
methodology with the applicable rates ranging from 1.75% to 2.89% and 1.76% to 6.71% as at
September 30, 2015 and December 31, 2014, respectively.
For the nine-month period ended September 30, 2015, and for the year ended December 31, 2014
there were no transfers between Level 1 and Level 2 fair value measurements and no transfers into
and out of Level 3 fair value measurements.
Credit Risk
The Companys geothermal and power generation business trades with only one major customer,
NPC, a government-owned-and-controlled corporation. Any failure on the part of NPC to pay its
obligations to the Company would significantly affect the Companys business operations. As a
practice, the Company monitors closely its collection from NPC and charges interest on delayed
payments following the provision of its respective Steam Sales Agreements (SSAs) and Power
Purchase Agreements (PPAs). Receivable balances are monitored on an ongoing basis to ensure
that the Companys exposure to bad debts is not significant. The maximum exposure of trade
receivable is equal to its carrying amount.
With respect to the credit risk arising from other financial assets of the Company, which comprise
of cash and cash equivalents excluding cash on hand, Financial assets at FVPL, other receivables
and AFS investments, the Companys exposure to credit risk arises from default of the
counterparty, with a maximum exposure equal to the carrying amount of these instruments before
taking into account any collateral and other credit enhancements.
The following tables below show the aging analysis of the Companys financial assets as of
September 30, 2015 and December 31, 2014:
- 24 -
Neither Past
Due nor
Impaired
Loans and receivables:
Cash and cash
equivalents
(excluding cash on
hand)
P
=15,452,815
Trade receivables
3,641,737
Loans and notes
receivables
92,307
Employee receivables
9,680
Non-trade receivables
50,212
Long-term receivables
969,562
AFS investments:
Debt investments
264,631
Equity investments
299,500
Financial assets at FVPL
1,035,235
Derivatives designated as
cash flow hedges:
348,292
Total
P
=22,163,971
Neither Past
Due nor
Impaired
Loans and receivables:
Cash and cash
equivalents
(excluding cash on
hand)
P13,869,256
=
Trade receivables
3,766,128
Loans and notes
receivables
95,901
Employee receivables
9,492
Non-trade receivables
345,810
Long-term receivables
85,754
AFS investments:
Debt investments
259,847
Equity investments
308,130
Financial assets at FVPL
523,593
Derivatives designated as
cash flow hedges:
Derivative assets
154,169
Total
=19,418,080
P
Less than
30 Days
Past
Due and
Impaired
Total
P
=
553,059
P
=
56,136
P
=
1,083,955
P
=
46,542
19,001
2,363
68,777
92,307
9,680
118,118
1,038,339
264,631
299,500
1,035,235
P
=599,601
P
=75,137
P
=1,086,318
P
=
Less than
30 Days
P
= P
=15,452,815
91,148
5,426,035
348,292
P
=159,925 P
=24,084,952
Past
Due and
Impaired
Total
=
P
1,334,308
=
P
1,155,556
=
P
78,381
=
P
=
P
90,613
=13,869,256
P
6,424,986
33,058
14,873
1,455
78,488
95,901
9,492
395,196
164,242
259,847
308,130
523,593
=1,367,366
P
=1,170,429
P
=79,836
P
=
P
=169,101
P
154,169
=22,204,812
P
- 25 -
receivables and the credit history of the counterparties. Meanwhile, past due but not impaired
financial assets are classified as standard grade.
Derivative Financial Instruments
The Company engages in derivative transactions, particularly currency swaps and interest rate
swaps to manage its foreign currency risk and/or interest rate risk arising from its foreign-currency
denominated loans.
The table below shows the derivative financial instruments of the Company:
September 30, 2015 (Unaudited)
Derivative
Derivative
Assets
Liabilities
Derivatives designated as
accounting hedges:
Cross-currency swaps
Interest rate swaps
Total derivatives
P
=348,291,776
P
=348,291,776
P
=
377,009,449
P
=377,009,449
=154,169,144
P
=154,169,144
P
=
P
169,734,900
=169,734,900
P
Presented as:
Current
Noncurrent
Total derivatives
P
=53,583,350
294,708,426
P
=348,291,776
P
=15,570,516
361,438,933
P
=377,009,449
P22,024,164
=
132,144,980
=154,169,144
P
=3,394,698
P
166,340,202
=169,734,900
P
Trade Effective
Date
Date
03/26/12 03/27/12
Maturity
Swap Fixed
Date
rate
rate
06/17/17 P43.05 4.87%
Variable rate
3-month LIBOR + 175 bps
- 26 -
10.00
10.00
10.00
10.00
10.00
7.50
7.50
7.50
7.50
7.50
7.50
04/18/12
05/03/12
06/15/12
07/17/12
10/29/12
05/14/14
05/14/14
06/09/14
06/09/14
07/10/14
07/09/14
06/27/12
06/27/12
06/27/12
09/27/12
12/27/12
06/27/14
06/27/14
06/27/14
06/27/14
9/27/14
9/27/14
06/17/17
06/17/17
06/17/17
06/17/17
06/17/17
06/17/17
06/17/17
06/17/17
06/17/17
06/17/17
06/17/17
42.60
42.10
42.10
41.25
41.19
43.60
43.57
43.55
43.55
43.29
43.37
4.92
4.76
4.73
4.58
3.44
3.80
3.80
3.60
3.60
3.50
3.68
The maturity date of the 12 NDCCS coincides with the maturity date of the Hedged Loan.
As of September 30, 2015 and December 31, 2014, the outstanding aggregate notional amount of
the Parent Companys NDCCS amounted to US$110 million. The aggregate fair value changes on
these NDCCS amounted to P
=8.0 million gain and P
=8.4 million loss as of September 30, 2015 and
December 31, 2014, respectively.
As of September 30, 2015 and December 31, 2014, the fair value of the outstanding NDCCS
amounted to P
=348.3 million and P
=154.2 million, respectively. Since the critical terms of the
Hedged Loan and NDCCS match, the Parent Company recognized the aggregate fair value
changes on these NDCCS under Cumulative Translation Adjustment on Hedging Transactions
account in the consolidated statements of financial position.
Interest Rate Swap Contracts
In the last quarter of 2014, EBWPC entered into four (4) interest rate swaps (IRS) with an
aggregate notional amount of US$150 million. This is to partially hedge the interest rate risks on
its ECA and Commercial Debt Facility (Foreign Facility) that is benchmarked against US LIBOR
and with flexible interest reset feature that allows EBWPC to select what interest reset frequency
to apply (i.e., monthly, quarterly or semi-annually) [see Note 13]. As it is EBWPC's intention to
reprice the interest rate on the Foreign Facility semi-annually, EBWPC utilizes IRS with semiannual interest payments and receipts.
Under the IRS agreement, EBWPC will receive semi-annual interest of 6-month USD-LIBOR and
will pay fixed interest. EBWPC designated the IRS as hedging instruments in cash flow hedge
against the interest rate risks arising from the Foreign Facility.
Pertinent details of the IRS are as follows:
Notional
amount
(in million)
US$62.00
40.00
39.00
9.00
Trade
Date
10/20/14
10/20/14
12/11/14
10/20/14
Effective
Date
12/15/14
12/15/14
12/15/14
12/15/14
Maturity
Fixed
Date
rate
10/23/29 2.635%
10/23/29
2.635
10/23/29
2.635
10/23/29
2.508
Variable rate
6-month LIBOR
6-month LIBOR
6-month LIBOR
6-month LIBOR
- 27 -
The maturity date of the four IRS coincides with the maturity date of the Foreign Facility.
As of September 30, 2015 and December 31, 2014, the outstanding aggregate notional amount of
EBWPCs IRS amounted to US$150 million. The aggregate fair value changes on these IRS
amounted to P
=351.6 million loss and P
=169.7 million loss as of September 30, 2015 and
December 31, 2014, respectively.
As of September 30, 2015 and December 31, 2014, the fair value of the outstanding IRS amounted
to (P
=377.0 million) and (P
=169.7 million), respectively. Since the critical terms of the Foreign
Facility and IRS match, EBWPC recognized the aggregate fair value changes on these IRS under
Cumulative Translation Adjustment on Hedging Transactions account in the consolidated
statements of financial position.
Cumulative Translation Adjustment
The net movement of changes made to Cumulative Translation Adjustment on Hedging
Transactions account for the Companys cash flow hedges is as follows:
(52,375,000)
67,222,119
14,847,119
(172,941,234)
(5,240,938)
(P
=178,182,172)
- 28 -
September 30,
2015 December 31, 2014
(One year)
(Nine months)
(Audited)
(Unaudited)
=56,931,779
P
(P
=15,565,756)
3,623,495
3,623,495
(132,172,633)
7,517,980
(124,654,653)
(16,775,412)
(16,775,412)
(P
=28,717,673)
67,222,118
(15,065,000)
52,157,118
(P
=15,565,756)
P
=348,291,776
(377,009,449)
(P
=28,717,673)
=154,169,144
P
(169,734,900)
(P
=15,565,756)
The effective portion of the changes in the fair value of the derivatives designated as accounting
hedges were deferred in equity under Cumulative Translation Adjustment on Hedging
Transactions account.
Capital Management
The primary objective of the Companys capital management is to ensure that it maintains a
healthy capital ratio in order to comply with its financial loan covenants and support its business
operations.
The Company manages and makes adjustment to its capital structure as it deems necessary. To
maintain or adjust its capital structure, the Company may increase the levels of capital
contributions from its creditors and owners/shareholders through debt and new shares issuance,
respectively. No significant changes have been made in the objectives, policies and processes of
the Company from the previous periods.
The Company monitors capital using the debt ratio, which is long-term liabilities divided by
long-term liabilities plus equity. The Companys policy is to keep the debt ratio at not more than
70:30. The Companys long-term liabilities include both the current and long-term portions of
long-term debts. Equity includes all items presented in the equity section of the consolidated
statement of financial position.
- 29 -
The table below shows the Companys debt ratio as of September 30, 2015 and December 31,
2014.
Long-term liabilities
Equity
Total
Debt ratio
December 31,
September 30,
2014
2015
(Audited)
(Unaudited)
=69,462,241,673
P
=70,339,132,786 P
43,620,086,477
45,431,415,377
P113,082,328,150
P
=115,770,548,163 =
61.4%
60.8%
As of September 30, 2015 and December 31, 2014, the Company is able to meet its capital
management objectives.
- 30 -
The key assumptions concerning the future and other key sources of estimation uncertainty used in
preparation of the unaudited interim condensed consolidated financial statements are consistent
with those followed in the preparation of the Companys annual consolidated financial statements
as of and for the year ended December 31, 2014.
Changes in the Composition of the Company During the Interim Period
There are no material changes in the composition of the registrant during the period.
Changes in Contingent Liabilities or Contingent Assets Since the Last Annual Reporting Date
There are no material changes in the contingent liabilities or contingent assets since the last annual
reporting date.
Existence of Material Contingencies and Any Other Events or Transactions that are Material to
an Understanding of the Current Interim Period
There are no material contingencies and any other events or transactions during the period.
Arbitration case
On April 14, 2015, BGI received a request for arbitration filed by its contractor Weir Engineering
Services Limited (WEIR) with the Construction Industry Arbitration Commission in respect of
alleged unpaid balance of contract price, legal interest and attorney's fees, liquidated damages, and
sums due to BGI in relation to defects and damage caused by workmanship. WEIR had been
engaged by BGI in 2012 for the completion of works to the steam turbine and generator of
BacMan Units 1 to 3.
On April 20, 2015, BGI filed, a request for arbitration (Request) of its dispute against WEIR
with the International Court of Arbitration of the International Chamber of Commerce.
The Request seeks the payment in BGIs favor of the amount of at least US$8,818,667.00
(exclusive of interest) on account of Weirs breaches of the Contract for Works Completion of
Works to Steam Turbine and Generator of Units 1, 2 and 3 dated March 29, 2012 (the Contract)
entered into between BGI as "Employer" and Weir as "Contractor", whereby BGI engaged Weir to
carry out rehabilitation works on steam turbine, generator and rotor installations in three existing
power-generating units at BGIs Bacon-Manito geothermal power plant (BacMan Plant): Units
1 and 2 at the BacMan I Plant in Palayan, and Unit 3 at the BacMan II Plant in Cawayan.
EDC signs EPC contract for Power Plant of Bac-Man 3 Project
Lopez-led Energy Development Corporation has signed a design and equipment supply contract
with Hyundai Engineering Co., Ltd. (HEC) and a construction services contract with Galing
Power & Energy Construction Co. Inc., both dated September 15, 2015 for the engineering,
procurement and construction of its 31-MW Bac-Man 3 geothermal power plant in Barangays
Capuy, Bucalbucan, Rizaland Bulabog, Sorsogon City, Sorsogon Province. The Bac-Man 3
project has an estimated project cost of P
= 7.6 Billion and is targeted to be completed and
operational by the last quarter of 2017.