Megawide Construction Corporation: Company's Full Name
Megawide Construction Corporation: Company's Full Name
Megawide Construction Corporation: Company's Full Name
20 N. Domingo Street,
Barangay Valencia
Quezon City
Company's Address
655-1111
Telephone Number
December 31
Fiscal Year Ending
(Month & Day)
_
--------------------------------------------------
(Secondary License Type and File Number)
10. Securities registered pursuant to Section 8 and 12 of the SRC, or Section 4 and 8 of the
RSA:
Yes [✓] No [ ]
If yes, state the name of such stock exchange and classes of securities listed therein:
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12. Check whether the issuer:
has filed all reports required to be filed by Section 17 of the SRC and SRC Rule 17.1
thereunder of Section 11 of the RSA and RSA Rule 11(a)-1 thereunder and Sections 26
and 141 of the Corporation Code of the Philippines during the preceding twelve (12)
months (or for such shorter period that the registrant was required to file such reports):
Yes [✓] No []
has been subject to such filing requirements for the past 90 days.
Yes [✓] No []
State the aggregate market value of the voting stock held by non-affiliates of the registrant.
The aggregate market value shall be computed by reference to the price at which the stock
was sold, or the average bid and asked prices of such stock, as of a specified date within 60
days prior to the date of filing. If a determination as to whether a particular person or
entity is an affiliate cannot be made without involving unreasonable effort and expense,
the aggregate value of the common stock held by non-affiliates may be calculated on the
basis of assumptions reasonable under the circumstances, provided the assumptions are set
forth in this Form. (See definition of “affiliate” in “Annex B”):
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Table of Contents
Part I – BUSINESS AND GENERAL INFORMATION ...........................................................4
Item 1. Business ..............................................................................................................................4
Item 2. Properties ........................................................................................................................ 34
Item 3. Legal Proceedings ........................................................................................................ 36
Item 4. Submission of Matters to a Vote of Security Holders ........................................ 42
PART II - OPERATIONAL AND FINANCIAL INFORMATION .................................... 42
Item 5. Market for Issuer’s Common Equity and Related Stockholder Matters ..... 42
Item 6. Management's Discussion and Analysis or Plan of Operation ..................... 45
Item 7. Financial Statements ................................................................................................... 58
Item 8. Changes in and Disagreements with External Accountants on Accounting and
Financial Disclosure ................................................................................................................... 58
PART III. CONTROL AND COMPENSATION INFORMATION ................................... 59
Item 9. Directors and Executive Officers of Megawide................................................... 59
Item 10. Executive Compensation ......................................................................................... 63
Item 11. Security Ownership of Certain Beneficial Owners and Management ......... 65
Item 12. Certain Relationship and Related Transactions ................................................ 66
PART IV – CORPORATE GOVERNANCE ............................................................................ 67
Item 13. Corporate Governance ............................................................................................... 67
PART V – EXHIBITS AND SCHEDULES ............................................................................... 68
Item 14. Exhibits and Reports on SEC Form 17-C ............................................................ 68
(a) Exhibits........................................................................................................................... 68
(b) Reports on SEC Form 17-C** .................................................................................... 72
SIGNATURES ........................................................................................................................... 75
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY SCHEDULES
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Part I – BUSINESS AND GENERAL INFORMATION
Item 1. Business
Description of Business
Megawide Construction Corporation (Megawide or the Company) is one of the country’s most
progressive infrastructure conglomerates, with a portfolio in Engineering, Procurement and
Construction (EPC), Airport Infrastructure and Progressive Property Development. The
Company’s revolutionary construction and engineering solutions continue to shape the industry
by integrating its comprehensive EPC capabilities with innovative construction solution
technologies such as precast, formworks, concrete batching, and specialized logistics systems.
The Company was incorporated in the Philippines on July 28, 2004 as a general construction
business and has then expanded its business by creating a strong partnership with the Philippine
government through the Public Private Partnership (PPP) program, with projects such as Mactan
Cebu International Airport (MCIA), the Parañaque Integrated Terminal Exchange (PITX) and
the PPP for School Infrastructure Project Phases 1 and 2.
On January 28, 2011, the Philippine Stock Exchange (PSE) and the Securities and Exchange
Commission (SEC) approved the Company’s application for the listing of its common stock.
The approval covered the initial public offering (IPO) of 292.0 million unissued common shares
of the Company at P7.84 offer price per share and the listing of those shares in PSE’s main
board on February 18, 2012. On December 3, 2014, the Company made a primary offer of
40.0 million preferred shares at an offer price of P100.0 per share. These preferred shares are
also listed in the PSE.
On September 22, 2014, the SEC approved the amendment of the Company’s Articles of
Incorporation (AOI), which includes (a) the Company’s power to extend corporate guarantees to
its subsidiaries and affiliates, and (b) the increase in its authorized capital stock to P5 Billion
divided into 4,930.0 million common shares and 70.0 million cumulative, non-voting, non-
participating, non-convertible to common shares and redeemable, at the option of the Company,
perpetual preferred shares. Both common and preferred shares have a par value of P1.0 per
share.
On April 22, 2014, the Company, together with its strategic partners, GMR Infrastructure
(Singapore) Pte. Limited (GISPL) and GMR Infrastructure Limited (GIL), incorporated GMR
Megawide Cebu Airport Corporation (GMCAC) for the purpose of implementing the provisions
of the Concession Agreement for the MCIA.
On February 10, 2015, MWM Terminal, Inc, (MWMTI), the joint venture of Megawide and then
WM Property Management, Inc. (WMPMI) (which is now Megawide Terminals, Inc. [MTI]), was
incorporated primarily to develop and implement the PITX project, the first intermodal terminal
in the Philippines, in accordance with the Concession Agreement signed with the Department of
Transportation (DOTr) on February 25, 2015.
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Below are the significant business developments of Megawide for the past 3 fiscal years:
2016
In 2016, Megawide ramped up its construction operations from its order backlog and was able to
display a year-on-year construction revenue growth of 13%. It continued to expand its portfolio
in the affordable housing sector and mixed-use projects ranging from commercial centers to
BPO towers by bagging additional contracts from Deca Homes, Double Dragon Plaza and
Megaworld. Known for its Engineering Excellence, Megawide remains to be Philippines’ leading
and preferred contractor.
The Company’s airport operation segment, GMCAC, continues to strengthen Cebu’s position as
an international hub. Improvements were applied in Terminal 1 of the MCIA, including the
launch of the new passenger processing technologies such as the country’s first Veripax
Passenger Reconciliation System that will streamline the airport’s security check process.
In November 15, 2016, the MCIA was named Asia Pacific Regional Airport of the Year by
Singapore’s CAPA-Center for Aviation. The MCIA also landed as the 14th best airport in Asia in
2016 according to The Guide to Sleeping in Airports’ website, an improvement from last year’s
18th place. The MCIA looks forward to further increasing the airport’s connectivity and expects
passenger capacity to increase to 12.5 million upon completion of Terminal 2.
On May 5, 2016, Megawide, together with its airport partner GMR, through GMR Holdings
Overseas (Singapore) Pte. Ltd. (GHOSPL), incorporated Globemerchants, Inc. (GMI) to
facilitate the retailing of general merchandise within the MCIA. Megawide initially owned 60%
(now 50%) ownership interest in GMI.
On October 2016, MWMTI conducted its groundbreaking ceremony following the issuance of
the Notice to Proceed last October 17, 2016 by the DOTr to construct the PITX under a Build-
Operate-Transfer Agreement.
On October 28, 2016, Megawide incorporated Megawide Land Inc. (MLI), to carry out real
estate operations of the Megawide group of companies (the Group). Megawide owns 100% of
MLI while MLI owns 60% of Megawide Cold Logistics, Inc. (MCLI), a business designed for
trading.
2017
2017 saw Megawide continue market leadership by booking new EPC contracts worth P10.8
Billion, bringing its total order book to P32.6 Billion. Private sector projects proved essential in
growing construction revenue by 6% year-on-year. These include Megaworld's Worldwide Plaza
and Albany Residences, Double Dragon's Ascott DD-Meridian Park and Double Dragon Tower,
and Maynilad's 88MLD Water Reclamation Facility. Other key wins include the P9.6 Billion
contract to build the new passenger terminal of the Clark International Airport together with its
partner in airport operation GISPL. Also, in 2017, the Company secured an AAAA License from
the Philippine Contractor’s Accreditation Board (PCAB).
Megawide's airport operations business, through GMCAC, continues its phenomenal growth,
recording a double-digit passenger increase of 12% for 2017 at the MCIA. This is a key factor in
GMCAC's 24% growth in net income. For 2017 alone, 12 international routes were added at the
MCIA apart from the additional 23 domestic destinations. New international airlines include
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Juneyao Airlines, Sichuan Airlines, Lucky Air, Okay Airways, and Pan Pacific while AirJuan is the
newly added domestic airline.
The MCIA received a commendation during the 2017 Routes Asia Conference for its excellence
in airport marketing under the 4 to 20 million passengers per annum category. Established in
1997, the Routes Asia Marketing Awards recognizes the exemplary performance of various
airports in marketing as voted by the airline community based on the best marketing services
provided to industry players.
On March 15, 2017, the Company sold 2,000,000 shares of, or 10% of its interest in GMI to
GHOSPL. As of December 31, 2017, GMI is 50% owned by the Company.
On June 20, 2017, the Company established Megawide Construction (BVI) Corporation
(MCBVI), an entity incorporated in the British Virgin Islands, to primarily engage in buying and
holding shares of foreign companies. MCBVI’s registered address and principal place of
business, is Marcy Building, 2nd floor, Purcell Estate, Road Town Tortola, British Virgin Islands.
As of December 31, 2017, MCBVI has not yet started commercial operations.
On August 16, 2017, Megacore Holdings, Inc. (Megacore) acquired 313,786,575 shares,
representing 14.7% ownership of the Company from Citicore Holdings Investment, Inc.
(Citicore). This resulted to a decrease in Citicore’s ownership from 66.7% to 51.0%. Citicore is a
company incorporated in the Philippines and is engaged in the business of a holding company
through buying and holding shares of other companies.
On December 22, 2017, Megacore further acquired additional shares from Citicore which
resulted in an increase in its total outstanding shares in the Company equivalent to 28.9% or
617,709,197 shares as of December 31, 2017.
2018
The Company completed the construction of and inaugurated the MCIA Terminal 2 on June 7,
2018, which commenced its operations on July 1, 2018.
The airport segment continues to improve air traffic volume from 86,600 in 2017 to 99,528 in
2018 and passenger volume from 9.97 million in 2017 to 11.51 million in 2018. The MCIA
received various commendations and awards in 2018 such as Asia Pacific Medium Airport of the
Year from CAPA Center of Aviation, Special Recognition for Public Facility from Property
Guru Philippines Property Award and Kholer Bold Design Awards from Influencers Innovation,
among others.
On August 9, 2018, the Company acquired 344.5 million shares of WMPMI (now MTI) in
MWMTI, representing 49% ownership interest therein, for a total purchase price of P344.1
million, thereby making MWMTI a 100% owned subsidiary of the Company, MTI owns 49%
interest in MWMTI.
On November 5, 2018, the Company also inaugurated the PITX, which started its operation on
10 November 2018.
Megawide’s construction segment continues to bag new projects in 2018, thereby opening its
doors to greenfield clients and projects that will position the Company in becoming a strategic
leader in the construction and infrastructure industry. New projects for 2018 include the
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construction of Clark International Airport expansion, Golden Bay Properties’ Aspire project
located in Macapagal Bay Area, Taft East Gate in Cebu, Araneta’s Gateway Mall, University
Tower 5, Megaworld’s International Finance Center project and Mandani Bay development in
Cebu City.
Also, in 2018, the Company, through its airport subsidiary, acquired a 41.66% interest in Mactan
Travel Retail Group Corp. (MTRGC) and Select Service Partners Philippines Corporation (SSP),
which are primarily engaged in the start-up operations and management of duty paid retail, food
and beverage outlets and provision of related services at the MCIA’s domestic and international
passenger terminals, Terminals 1 and 2, respectively.
2018 2017
Subsidiaries:
GMR Megawide Cebu Airport Corporation (GMCAC) 60% 60%
Megawatt Clean Energy, Inc. (MCEI) 70% 70%
Globemerchants, Inc. (GMI) 50% 50%
Megawide Land, Inc. (MLI) 100% 100%
Megawide Cold Storage, Inc. (MCLI) 100% 100%
Megawide Construction (BVI) Corporation (MCBVI) 100% 100%
Megawide Terminals, Inc. (MTI) 100% -
MWM Terminals, Inc. (MWMTI) 100% -
Associates:
Megawide World Citi Consortium, Inc. (MWCCI) 51% 51%
Citicore Megawide Consortium, Inc. (CMCI) 10% 10%
Joint Arrangements:
Joint Operation –
Megawide GISPL Construction Joint Venture
50% 50%
(MGCJV)
Megawide GMR Construction JV, Inc. (MGCJVI) 50% -
Joint Venture – MWMTI - 51%
GMCAC was incorporated on January 13, 2014 and currently has an authorized capital stock
amounting to P6 billion and subscribed capital stock amounting to P5,067,410,273 with P1 par
value per share. It is authorized to engage in the business of building, rehabilitating, renovating,
constructing, developing, operating and maintaining the MCIA, including the commercial assets
thereof and all allied businesses for the operation and maintenance of said airport facility
pursuant to the concession granted to GMCAC and in accordance with R.A. No. 7718 and other
applicable laws, rules and regulation.
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Megawatt Clean Energy, Inc. (MCEI)
GMI was incorporated on May 5, 2016 to engage in, conduct and carry on the business of
importing, exporting, buying, selling, distributing, marketing at wholesale goods, wares, and
merchandise of every kind as permitted by law. GMI’s major shareholders are Megawide and
GHOSPL which each hold 50% ownership of the company.
MLI was incorporated on October 28, 2016 to deal and engage in land or real estate business
including housing projects, commercial, industrial, urban and other kinds of real property.
MCLI was incorporated on December 15, 2016 to engage in cold and dry storage business, to
acquire, construct, own, lease, charter, establish, maintain and operate factories, plants, cold
storage, refrigerators, refrigerated vehicles, warehouses, and other machineries and equipment.
MCLI is 60% and 40% owned by MLI and Philware Magnate, Inc., respectively.
MCBVI was incorporated on June 20, 2017 in the British Virgin Islands, to primarily engage in
buying and holding shares of foreign companies. MCBVI’s registered address and principal place
of business, is Marcy Building, 2nd floor, Purcell Estate, Road Town Tortola, British Virgin
Islands.
MTI, previously WMPMI, is an entity incorporated and registered on November 11, 2011 to
establish, own, manage, administer, operate, maintain, and carry the business of providing
property management services, either directly or through third parties, but not limited to the
services of rent collection, tenant and lease management, marketing and advertising, repair and
maintenance, liaison and other similar services.
MWMTI was incorporated in the Philippines on February 3, 2015 to engage in the business of
constructing, operating, and maintaining integrated transport system terminals, stations, hubs
and all allied business in relation thereto, including the construction, operations and maintenance
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of the commercial assets and establishments of the PITX, pursuant to the Concession
Agreement that was signed on February 25, 2015 by MWMTI and DOTC.
Altria was incorporated on April 16, 2010 to deal and engage in land or real estate business, such
as to hold, develop, manage, administer, sell, convey, encumber, purchase, acquire, rent or
otherwise deal in and dispose of all kinds of housing projects, commercial, industrial, urban or
other kinds of property.
MWCCI was incorporated on January 16, 2014 to plan, construct, equip, operate, own, manage
and maintain hospitals, medical facilities, clinical laboratories and such other allied enterprises
which may have similar or analogous undertakings or dedicated to services in connection with
providing curative and rehabilitative care to sick, diseased or disabled persons; provided that
purely professional medical and surgical services shall be performed by duly licensed physicians
or surgeons who may or may not be connected with MWCCI and whose services shall be feely
and individually contracted by the patients.
CMCI was incorporated on October 15, 2012 to engage in the general construction business,
including the construction, improvement and repair of, or any other work upon, buildings, roads,
bridges, plants, waterworks and railroads.
MGCJV is an unincorporated joint venture and is not registered with SEC. It is engaged in
construction works related to the concession for MCIA project. It is jointly owned and managed
by the Company and GISPL.
MGCJVI is a joint venture arrangement incorporated on January 31, 2018 by the Company,
owning 50% interest, GISPL with 45% interest and GHOSPL owning the remaining 5%.
MGCJVI was established to provide general construction business including construction,
improvement and repair of the Clark Airport project.
Citicore was incorporated on December 3, 2011 and operates primarily as a holding company
with ownership interests in Megawide (at 57.43%), MWCCI (at 39%), My Space Properties, Inc.
(at 100%), and CMCI (at 90%).
Megacore was incorporated on July 20, 2017 and is primarily organized to invest in or purchase
or otherwise acquire and own, hold, use, sell, assign, transfer, mortgage, pledge, exchange or
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otherwise dispose real or personal property including shares of stocks, subscriptions, bonds,
debentures, evidences of indebtedness and any securities of any corporations. Megacore has
28.88% ownership interests in Megawide.
MySpace was incorporated on February 6, 2010, and is presently engaged in real estate
development. Its current project, “The Hive”, is located at San Isidro Street, Ortigas Avenue
Extension, Taytay, Rizal. MySpace is a wholly-owned subsidiary of Citicore.
FSMI was incorporated on January 27, 2012 to primarily engage in purchasing, acquiring, leasing
and selling properties. FSMI is 36% owned by Michael Cosiquien and Edgar Saavedra. It owns
100% of IRMO, Inc.
IRMO was incorporated on August 13, 2008 to principally engage in the realty development
business, including home building and development. Megawide constructed The Curve for
IRMO which is a 32-storey office building in BGC designed by Skidmore, Ownings & Merrill.
CPI was incorporated on March 11, 2015 to engage in the development of renewable and non-
renewable energy sources for power generation, including the design, construction and
installation, commissioning, owning, management and operation of relevant facilities and
infrastructure thereof and the processing and commercialization of by-products in its operations.
SSPI was incorporated on August 7, 2015 and established for the development, construction,
installation and other related services through contractors, and subcontractors of solar power
and other clean or renewable energy infrastructure.
Next Gen was incorporated on December 11, 2013 primarily to explore, develop, utilize and
commercialize renewable energy resources such as biomass, solar, wind, hydropower, geothermal
and ocean energy sources, including application of hybrid systems and other emerging renewable
energy technologies for the generation, transmission, distribution, sale and use of electricity, and
fuel generated from renewable energy resources.
First Toledo was incorporated on January 26, 2015, which is primarily engaged to promote,
market, distribute and sell renewable energy systems and solar energy products on wholesale
basis and components and to engage in energy generation, distribution, and development of
energy and electricity systems using renewable energy and hybrid systems.
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Citicore Infrastructure Holdings Inc. (CIHI)
CIHI was incorporated on March 11, 2015 and was established primarily to engage in buying and
holding shares of other companies, either by subscribing to unissued shares of capital stock in
public or private offering or by purchasing the shares of other stockholders by way of
assignment in private sale.
Business Segments
The Group’s operating businesses are recognized and managed separately according to the
nature of services provided with a segment representing a strategic business unit. The following
are the Group’s business segments:
Other operations of the Group comprise the operations and financial control groups. These
segments are also the basis of the Group in reporting to its executive committee for its strategic
decision-making activities. Transactions between segments are conducted at estimated market
rates on an arm’s length basis.
Segment revenues and expenses that are directly attributable to business segment and the relevant
portions of the Group’s revenues and expenses that can be allocated to that business segment are
accordingly reflected as revenues and expenses of that business segment.
The significant information relating to each of the business segment are discussed below:
Construction Segment
Megawide is frequently being invited to bid for major domestic low to high-rise building and
even horizontal property development projects. The scope of work on these projects generally
include, among others, site development, earthworks, structural and civil works, masonry works,
architectural finishes, electrical works, plumbing and sanitary works, fire protection works and
mechanical works.
In line with its risk policies, Megawide, while frequently invited to bid on projects, carefully
selects which projects to participate in, based on the following criteria:
• Creditworthiness of the project owner determined through background checks with banks
and financial community, business and trade associations, standing with the Housing and
Land Use Regulatory Board (HLURB), and credit record of major suppliers; and
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• Liquidity of the project owner determined through financial ratios and financial
performances for the past 3 years.
In addition, Megawide also evaluates each potential project based on the following:
• Size of the over-all development blueprint of the project and its implementation
timetable on phases;
• Complexities and limitations of the structural design of the high-rise building project;
• Project location, accessibility of heavy construction equipment and proximity to clusters of
on-going project sites;
• Logistics difficulties and limitations;
• Procurement of necessary permits; and
• Profitability.
Megawide negotiates the final construction price with the project owner. Upon being awarded
the project, Megawide shall commence within 7 days from the latest of the following:
Moreover, the Company prepares a Project Execution Plan (PEP) which provides the details as
to how the project will be executed by identifying all the necessary information. The parts of the
PEP are the following:
• Project Overview – contains general project information such as the project name,
location, scope of works, contract amount, and project duration. It also identifies third-
party consultants that will be collaborating on each scope of works, if any. Moreover, it
presents the number of towers that will be built, the level of each tower and the
construction floor area.
• Table of Organization – identifies the human resources needs of the project such as the
assistant vice president in-charge, the project manager/s, area manager/s, site manager, the
safety officer, structural and finishing employees, mechanical, electrical, plumbing and fire
(MEPF) engineers, and others necessary personnel. It also provides the required
headcount for the project from rank and file to executive level.
• Safety – contains the plans on Health, Safety and Environment (HSE), specifically,
Construction Safety and Health Programs (CSHP), usage of personal protective
equipment, site ingress and egress during construction, evacuation plan, location of fire
exits and fire extinguishers, waste management, fall protection plan, and procedures on
emergency response, among others.
• Quality – contains the project’s quality policies, roles and responsibilities of each
employee, work inspection process flow, material inspection process flow, punchlist &
hand-over process, sequence and inspection of works, structural inspection test plan,
among others.
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• Schedule – includes the milestone dates, project schedules, s-curve, deliverables per
quarter, technical and revenue schedule, cycle per floor, and manpower and equipment
loading. Further, it identifies the specific dates for the following: project commencement,
topping off, structural works, push pile works, site development, handover and project
completion.
• Procurement – contains the work package, or the list of all materials, tools, equipment,
subcontracted works, and their procurement schedule.
• Engineering Designs and Drawings – contains all the required architectural works and
when are they required to be secured.
Once the PEP is approved, Megawide immediately mobilizes the construction equipment,
manpower and materials needed for the project. Megawide secures the performance and surety
bonds required in order to obtain the downpayment from the project owner, and contractor’s
all-risk insurance and other necessary insurances. It also negotiates and finalizes the terms of its
construction contract with the project owner. The responsibilities and warranties of Megawide
under its construction contracts typically include on-time project turn-over and completion
based on an agreed timetable, adherence to the agreed material specifications and construction
methods, and warranty on workmanship and material defects. In the normal course of business,
on a per project basis, Megawide sub-contracts to specialty or trade contractors the mechanical
and electric works for its projects.
During construction, quality control procedures are strictly followed. The Quality Control
Department is responsible for quality assurance and quality control during production and
construction. The said department is composed of highly-trained inspectors and personnel who
conduct on-site inspections to assure compliance with such quality control procedures. As
standard procedure, concrete samples are tested by specialized laboratories to ensure compliance
with the specifications of the American Society for Testing and Materials (ASTM), American
National Standards Institute (ANSI) and Construction Specifications Institute (CSI).
To ensure that projects are on schedule, on-site project managers monitor and control the
progress of projects, mindful of the completion date pursuant to the construction contract. The
project managers are responsible for accomplishing project objectives, developing the project
plan and managing the project team and budget.
Meanwhile, the Planning Department tracks the progress of the project (both physical and
financial) through site inspections (checking the physical output- how many levels and agreed
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milestones were finished) and by conducting operations and management committee meetings
(analyzing financial and nonfinancial targets and actual accomplishments).
Upon project completion, the following activities are conducted as a condition to project
turnover to the owner:
Bids for construction projects typically include the particular material specifications and the
kinds of finish to be used on the projects. Deviations from the same are subject to variation
orders. Consistent with industry practice, Megawide normally requires the following key terms of
payment in its construction contracts:
• Monthly progress billing (or interim billings). Progress billings are subject to pro-rata
recoupment of downpayments, and retention monies equivalent to 10% of the billed
amount, to be reduced to 5% upon 50% completion of the project; and
• The release of the 10% retention money upon certification of the approval of the punch
list of items. Customers usually require that Megawide obtain a guarantee bond to
guarantee the quality of the materials provided, the equipment installed and its
workmanship.
The exposure of Megawide to credit risk on its receivables relates primarily to the inability of the
customer to fully settle the unpaid balance of contract receivables and other claims owed to
Megawide. Credit risk is managed in accordance with Megawide’s credit risk policy, which
requires the evaluation of the creditworthiness of the customer.
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Completed Projects
As of December 31, 2018, Megawide has approximately 5,166,018.08 square meters floor area
under its construction portfolio. The notable projects that Megawide has completed for the past
3 years are:
2. The Linear – The Linear is an office and commercial building located at San Antonio,
Makati City. Its total floor area is 7,400 square meters.
5. BPO Complex Cebu – BPO Complex Cebu is located in Phase 1 Lahug, Cebu City,
which is a 14-storey commercial building for BPOs with lot area of 45,428.07 square
meters.
6. Dexterton – A 15-storey commercial building with a floor area of 12,769.43 square meters
located in Fort Bonifacio, Taguig City.
7. New Frontier Theater – With a total floor area of approximately 10,813.23 square
meters, over a lot of approximately 5,817.31 square meters, New Frontier Theater is a 2-
storey commercial building owned by Araneta Center, Inc. located at Gen. Aguinaldo
Ave., Araneta Center, Cubao, Quezon City.
8. B-Hotel QC – A 10-storey hotel building located at Lot 5 and 6 Block S-31, No. 14 Scout
Rallos St., Brgy. Laging Handa, Quezon City owned by Northbelle Properties, Inc. with a
total lot area of 1,380 square meters and has a total floor area of 11,348 square meters.
9. Camarin Project – This is composed of 10 5-storey medium rise buildings with land
development located in Camarin, Coloocan City. This is a low-cost housing project of the
National Housing Authority. Its total lot area is 3,823.98 square meters.
10. Cyber Part Tower 1 – A 29-storey BPO building with 3 basement parkings located in
Araneta Center, Cubao, Quezon City and owned by the Araneta Group. It has a total lot
area of 4,072.65 square meters.
11. One World Place – A 34-storey commercial building with floor area of 46,130.39 located
in Fort Bonifacio, Taguig City.
12. World Hotel & Residences – A 38-storey hotel and condominium with total floor area
of 44,011 square meters located in Makati City.
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13. Rockwell Business Center – A 15-storey building owned by Rockwell-Meralco BPO
Venture, a joint venture between Rockwell Land Corporation and Manila Electric
Company. The project is located in Meralco Compound, Ortigas Extension. This has a
total leasable floor area of 30,287.91 square meters.
16. Mactan Newtown STP – A sewage treatment plant contract with Megaworld
Construction Corporation with a total lot area of 1,189.50 square meters and a gross floor
area of 4,022.99 square meters.
17. Landers Warehouse Balintawak – A warehouse owned by Southeast Asia Retail, Inc.
located at Balintawak, Caloocan City. It has a total floor area of 8,360 square meters.
19. Bataan Solar Project – This is for the construction and operation of an 8.986 MWdc and
an expanded 9.018 MWdc ground-mounted photovoltaic power generation facility in
Barangay Alas-Asin, Freeport Area of Bataan, Mariveles, Bataan, for a total generation
capacity of 18 MWdc. The Bataan Solar Project is owned by Next Gen.
20. Toledo Solar Project – This involves the construction and operation of a 60 MWp
ground-mounted photovoltaic power generation facility located at Toledo, Cebu Province.
The project is owned by First Toledo.
21. Silay Solar Project – The construction and operation of an 18.3 MWdc and an expanded
6.7 MWdc ground-mounted photovoltaic power generation facility in Barangay Rizal, Silay
City, Negros Occidental for a total generation capacity of 25MWdc owned by SSPI.
22. Le Grand Avenue ABC – Composed of 2 5-storey office and commercial buildings
developed by Megaworld Corporation. This is located at Lots 1-4, Mckinley West, Fort
Bonifacio, Taguig City with 46,290.85 square meters and 13,500 square meters gross floor
area and total lot area, respectively.
23. Le Grand Avenue DEF – Composed of 2 5-storey office and commercial buildings
developed by Megaworld Corporation. With a total floor area of 46,324.18 square meters
and a total lot area of 13,500 square meters located at Lots 1-4, Mckinley West, Fort
Bonifacio, Taguig City.
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25. Proscenium Substructure – This composed of a 3-level basement for Phase 1A and a 2-
level basement for Phase 1B owned by Rockwell Land Corporation located in Estrella
Corner J.P. Rizal St., Guadalupe Viejo, Makati City and with a total lot area of 35,995
square meters and gross floor area of 101,792.23 square meters.
26. Plaza Magellan – A 13-storey commercial building located at Mactan, Cebu City owned
by Megaworld Corporation with a total lot area of 2,284.04 and a floor area of 28,890
square meters.
27. Philam Life Center Cebu – A 12-storey office building developed by The Philippine
American Life and General Insurance Co. with a total floor area of 35,000 square meters
and a total lot area of 3,427.11 square meters. The project is located at Cardinal Rosales St.
Cor. Samar Loop, Cebu Business Park, Cebu City.
29. Southwoods Mall and Office Tower – Developed by Southwoods Mall, Inc., with a
gross floor area of 61,762.42 square meters and a total lot area of 18,984.71 square meters.
A 52-storey mall and office with one basement located at Southwoods Eco-Centrum,
Biñan, Laguna.
30. One Town Square – Owned by La Fuerza, Inc., One Town Square is 12-storey office
building located at Alabang City with a gross floor area of 29,608.80 square meters and a
total lot area of 3,729 square meters.
31. Urban Deca Tower EDSA – A 44-storey residential building located at Sierra Madre and
EDSA, Brgy. Highways Hills, Mandaluyong City owned by Foghorn, Inc. with a total lot
area of 866.25 square meters and a total gross area of 27,527.50 square meters.
33. World Plaza – A 27-storey office building owned by Real Property Innovative Solutions,
Inc. located at 5th Ave., Bonifacio Global City, Taguig, Metro Manila.World Plaza has a
total lot area of 2,731 square meters and an approximate total floor area of 61,500 square
meters.
34. The Curve – A 32-storey office building located at Lot 1, Block 7, Fort Bonifacio Global
City, Taguig owned by IRMO. The Curve has a total floor area of 45,393.66 square meters
and a total lot area of 1,585.20 square meters.
35. Mareic Building – Owned by Greenway Properties Realty Corporation, Mareic Building
is a 40-storey office building with 3 basement areas located at 121 Tordesillas Sts., Salcedo
Village, Makati City with a total lot area of 911.26 square meters and a gross floor area of
29,422.74 square meters.
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36. Arthaland Tower Superstructure – A 31-storey office building owned by Arthaland
Corporation. The project is located at the 7th St., Bonifacio Global City, Taguig with a total
floor area of 56,652 square meters and a total combined lot area of 2,231.94 square meters.
38. Landers Warehouse Alabang – A 2-storey building for mixed use purposes owned by
Southeast Asia Retail, Inc. located at Daang Hari Road, Almanza Dos Las Piñas City with
total floor area of 8,800 square meters and lot area of 20,926 square meters.
39. Project Delta Phase 1 – A plant expansion project for Zenith Foods Corporation. This
includes earthworks, substructure, superstructure and roofing for the Red Ribbon Plant
Expansion project at Productivity Ave., Camelray Industrial Park 1, Brgy. Canlubang,
Calamba City, Laguna with gross lot area of 5 hectares.
40. The Hive Buildings – A 4-block 12-level residential tower owned by by MySpace located
at San Isidro St., Ortigas Ave. Ext., Taytay, Rizal. Buildings A and B have a combined total
floor area of 24,101.55 square meters and a total lot area of 27,306.11 square meters.
41. Mactan-Cebu Airport Structural Works – This project pertains to the site development,
earthworks and structural works of MCIA Terminal 2 owned by MGCJV with a total gross
floor area of 66,544 square meters and a total lot area of 65,865 square meters.
On-Going Projects
The following are the on-going projects of Megawide as of December 31, 2018:
1. DEPED Phase 2 – Involves construction of school buildings in Regions I, II, III and
CAR thru a direct contract with the Department of Education.
2. PITX – The country’s 1st landport which is a 4.5-hectare development with transportation
bays, commercial spaces and office buildings. The PITX has a capacity of 100,000
passengers daily and offers seamless connections to other modes of transportation from
provincial to in-city buses, taxis, jeepneys, and UV express shuttles. It is located along
Diosdado Macapagal Blvd., and will be linked to the planned Light Rail Transit Line 1
(LRT1) Cavite extension.
3. Urban Deca Tondo – A mass housing contract with Fog Horn, Inc. which initially
focuses on the first buildings which are Buildings 9,10,12 and 13. In 2016, Buildings 1 and
2 were added. These 6 buildings have a total combined lot area of 162,067.37 square
meters. Ultimately, there will be 14 clusters of 13-storey buildings in the residential
complex located at Tondo, Manila.
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4. Urban Deca Ortigas – A residential complex composed of 24 clusters of 13-storey
buildings located at Ortigas Ext., Pasig City.
5. Double Dragon Plaza – A 4-tower 12-storey office building with a mall and basement
parking owned by DD-Meridian Park Development Corp. It has 230,130.58 square meters
and 23,728.69 square meters gross floor area and total lot area, respectively located at
EDSA Ext. cor. Macapagal Ave., Pasay City.
6. Double Dragon Center East and West – An 11-storey office and commercial building
with a basement and roof deck developed by DD-Meridian Park Development Corp.
located at EDSA Ext. cor. Macapagal Ave., Pasay City. It has a total gross floor area and
lot area of 51,956.61 square meters and 5,452.26 square meters, respectively.
8. Cyber Park Tower 2 – A 33-storey BPO building with 3 basements and a roof deck
located in Araneta Center, Cubao, Quezon City and owned by the Araneta Group. It has a
total gross floor area of 74,722.21 square meters and a total lot area of 3,678.63 square
meters.
10. St. Moritz Private Estate Residences Clusters 1 and 2 – A 2-cluster 9-storey residential
buildings with lower grounds located at McKinley Hill, Fort Bonifacio, Taguig City. St.
Moritz Private Estate Residences is owned by Megaworld Corporation with a total gross
floor area of 35,384 square meters and lot area of 5,695 square meters.
12. Zenith Foods Plant Expansion 3 – A mixed use complex owned by Zenith Foods
Corporation composed of a bun line, warehouse and 4 other buildings – cold storage,
process line and administrative offices, with an aggregate floor area of 45,387.27 square
meters. It is located in a 4-hectare land in Integrity Ave., Carmelray Industrial Park 1, Brgy.
Canlubang, Calamba City, Laguna.
13. Project Delta Phase 2 – This pertains to the architectural and site development of Red
Ribbon Plant Expansion project of Zenith Foods Corporation. It includes a 2-storey
industrial building located in a 5-hectare lot inside the Zenith Foods Complex at
Productivity Ave., Carmelray Industrial Park 1, Brgy. Canlubang, Calamba City, Laguna.
14. 8990 Urban Deca Tondo – Site Development, STP and Fire Pump – This project
pertains to the site development and structural works of Urban Deca Tondo owned by
Fog Horn, Inc. located at Vitas St. Tondo, Manila. The site development has a total floor
area of 35,689.70 square meters.
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15. Urban Deca Mall Tondo – A 2-storey commercial building located in the residential
complex of Urban Deca Tondo at Vitas St. Tondo, Manila with a total floor area of
20,132.76 square meters.
17. BGC 5th Avenue Apartments – A 17-storey residential building of Fort Bonifacio
Development Corp. located at a 2,235 square meter lot at 5th Ave. Cor. 34th Street,
Bonifacio Global City, Taguig City with total floor area of 16,441.94 square meters.
18. Gateway Mall 2 – A commercial building owned by the Araneta Group. This is part of
their mall expansion project in Araneta Center, Quezon City.
20. Cold Storage Buildings – An industrial complex project in Taguig and Caloocan which
includes a cold storage warehouse and a 3-storey support building. Its total floor area is
11,276 square meters and lot area of 31,166.00 square meters.
21. Worldwide Plaza – An addition to Uptown Bonifacio complex is this commercial and
office building developed by Megaworld Corporation. This 24-storey building with a 3-
level basement parking which will stand at a 7,800 square meter lot with total floor area of
114,310 square meters.
22. Ascott Double Dragon Meridian – A new addition to the Meridian Park of Double
Dragon Properties Corp. which is a luxury residence developed in partnership with Ascott
Singapore. It is composed of a 10-storey building with 1 basement and gross floor area of
49,541.67 square meters. It is located in a 5,657 -square meter lot in DD Meridian Park,
Bay Area corner Macapagal Avenue, EDSA Extension, Pasay City.
23. Double Dragon Tower – An office building composed of 11-storeys with a basement
parking. Its gross floor area is 61,859.05 square meters and it total lot area is 5,257 square
meters.
24. 88 MLD Las Piñas Water Reclamation Facility – A design and construction project in
partnership with UEM India Private LTD. and Link Energie Industries Co. for the
Maynilad Water Services, Inc. - Las Piñas Water Reclamation Facility. The facility will have
a gross floor and lot area of 25,470 square meters.
25. Clark Airport – Involves general construction including construction, improvement and
repair of the existing Clark Airport in Pampanga City. Clark Airport’s construction is a
joint venture arrangement by Megawide, GISPL and GHOSPL.
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26. Aspire Corporate Plaza – A 10-storey office building with a gross construction floor area
of 35,172 square meters. Golden Bay Tower is owned by Golden Bay Fresh Land
Holdings, Inc.
27. University Tower 5 – Owned by Prince Jun Development Corp., University Tower 5 is a
52-storey residential building located in Sampaloc, Manila with a total floor area of
56,871.14 square meters.
29. Mandani Bay Quay – A premiere waterfront development in Mandaue City, Cebu owned
by HTLand, Inc., which is a joint venture company of Hongkong Land and Taft
Properties. It has a total gross construction floor area of 328,581 square meters and
consists of 3 40-storey residential towers and 1 30-storey office building.
Major Customers
Megawide is currently servicing the majority of high-rise residential, commercial, office and
mixed-use development projects in Metro Manila for several major local developers, primarily
for its use of High Technology Building Systems, and quality workmanship. While Megawide is
constantly invited to bid for major domestic high-rise building projects, it opts to focus on a
selected clientele that provides synergy in business operations and better risk management.
SMDC is a leading developer of vertical villages integrated with commercial and retail
environments. Their properties are strategically situated in key areas across Metro Manila,
specifically in the cities of Makati, Mandaluyong, Manila, Parañaque, Pasay, Pasig, Quezon City,
and Taguig, and Tagaytay City. Some of these properties include the Jazz Residences, Sea
Residences and Grass Residences.
Rockwell is one of the premier real estate development companies in the Philippines. It was
formed in 1995, after the shutdown of the thermal power plant, by the Lopez Group. Its primary
task was to transform the old thermal power plant property into a high-end commercial business
district, truly a benchmark for innovation in the real estate industry.
Megaworld is one of the country’s leading real estate developer and top BPO office developer
and landlord in the Philippines. Led by real estate magnate and visionary, Dr. Andrew L. Tan,
Megaworld pioneered the LIVE-WORK-PLAY-LEARN township concept in the country. The
company introduced the successful large-scale, master-planned mixed-use developments such as
Eastwood City in Libis, Quezon City; Newport City in Pasay; McKinley Hill, Forbes Town
Center, McKinley West, and Uptown Bonifacio, all in Fort Bonifacio; Woodside City in Pasig;
Iloilo Business Park in Mandurriao, Iloilo City; the Mactan Newtown in Lapu-Lapu City, Cebu;
and the Davao Park District in Davao City.
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Shangri-La Properties, Inc.
Shangri-La Properties, Inc. is a luxury real estate developer in the Philippines. It is the
Philippines’ property development arm of the prestigious Kuok Group and with core businesses
in upscale office and retail leasing and residential development. The company has a landbank of
over 500 hectares located in Batangas, Tagaytay, Cavite, and Mactan earmarked for future
developments. Backed by the added value and advantages provided by its affiliates worldwide –
Kerry Properties, the Kuok Group, and Shangri-La International Hotels and Resorts, and their
ever-growing network of property, logistics and infrastructures assets, Shangri-La Properties, Inc.
continues to set the pace for premium real estate projects in the Philippines.
8990 is the largest mass housing developer in the Philippines in terms of units licensed under
B.P. 220 from 2011 to 2013, according to the HLURB. The company has been developing mass
housing projects in high-growth areas across Luzon, Visayas and Mindanao since 2003. 8990’s
“DECA Homes” and “Urban DECA Homes” have also gained a strong reputation in the
market, resulting in 8990 garnering numerous awards such as Q Asia Magazine’s Best Housing
Developer for 2012 to 2013. 8990 has 8 projects in the pipeline which are scheduled to
commence between 2015 and 2019 and in total are expected to provide approximately 64,000
units available for sale.
DD has undertaken several vertical and horizontal developments since it started its commercial
operations in April 2010. DD’s vision is to accumulate 1,000,000 square meters of leasable space
by 2020 primarily through the rollout of 100 community malls across provincial cities in the
Philippines through its community mall chain brand “CityMall” under its subsidiary CityMall
Commercial Centers Inc. and through the development of 2 major commercial office projects,
DD Meridian Park and Jollibee Tower, both of which are located in prime properties in Metro
Manila.
Southeast Asia Retail, Inc. is the company behind the fast-growing membership grocery retailer,
Landers Superstore which sells imported and local products in bulk and single-sized in 2 stores
in Balintawak, Quezon City and Otis, Manila. It offers premium membership for individual and
business use. Landers Superstore will also be opening in Arcovia City and Alabang West as it
partnered with Megaworld’s newest township developments.
Araneta Center, Inc. is the owner, developer and manager of The Araneta Center. Built and
developed on a 35–hectare (90 acre) property right at the heart of Metro Manila, The Araneta
Center is a hub of retail, entertainment, residential, hospitality, and office developments that sees
an estimated 1,000,000 visitors daily. Araneta Center, Inc. is the owner of the Kia Theater, a
reborn classic 60’s entertainment landmark, New Frontier Theater and a multi-function venue. It
is also the owner of the first building completed in the development (of the Araneta Group), the
CyberPark Tower 1 (CPT1), a PEZA-registered tower, and the CyberPark Tower 2 (CPT2), also
a PEZA-registered tower. It also sighted a future massive mall development of Gateway Mall 2
which encompasses one side of the Smart Araneta Coliseum whose target completion is in 2020.
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ArthaLand Corporation (ArthaLand)
ArthaLand is a real estate company bringing together a brain trust of experts in property
development and management. ArthaLand is an entrepreneurial, world-class, boutique developer
of unique, enduring, and sustainable projects in the residential, office, and leisure segments. It is
principally engaged in the realty development business including home building and
development. ArthaLand is the owner-developer of the Arthaland Tower, a 30-storey office and
commercial tower in Taguig City designed to be compliant with the Leadership in Energy and
Environmental Design (LEED).
HTLand, Inc.
HTLand, Inc. is a joint venture company of Hongkong Land and Taft Properties. Hongkong
Land is one of Asia's leading property investment, management and development groups who
owns and manages prime offices and luxury retail properties in key Asian cities, principally in
Hongkong and Singapore. Taft Properties, on the other hand, is one of the leading property
developers in the country, a sister company of Metro Gaisano Retail. Mandani Bay is HTLand’s
first project in Cebu, a world-class 20-hectare water development with a stunning view of the
coast and encompassing cityscape.
EEI Corporation (EEI), and D.M. Consunji, Inc. (DMCI) are among Megawide’s major
competitors. Both have on-going residential condominium projects in Metro Manila. DMCI
dominates domestic infrastructure, while EEI, a publicly listed company, concentrates on heavy
industry projects.
The principal areas of competition are pricing, service and quality of construction. Megawide
believes, however, that it has an advantage over its competitors in the high-rise residential
condominium market because of its use of High Technology Building Systems, value-added
engineering services, technical competence and innovative ability. Furthermore, unit prices of
Megawide’s projects are competitive with those of EEI’s and DMCI’s.
Competitive Strengths
• Megawide was the first to extensively utilize advanced, modern and comprehensive
European building systems that reduce construction time and allow for quicker
project turn-over.
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do not swell or shrink like plywood. Megawide utilizes the following Formwork
Systems in its existing projects:
▪ Slab Formworks
▪ Wall Formworks
▪ Column Formworks
▪ Circular Formworks
▪ Climbing Formworks
• Megawide also uses Pre-Cast Concrete Systems purchased from Finnish company,
Elematic. The European Pre-Cast Concrete Systems which Megawide employs in its
current projects, has the inherent advantages of:
▪ Reducing cost
▪ Shortening the construction period
▪ Improving quality
▪ Increasing project volume
▪ Environmentally friendly
The following table is a summary of the advantages of Megawide’s High Technology Building
Systems over traditional construction methods:
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Guards for less work-on site
• Megawide’s 16-hectare industrial complex in San Juan Taytay houses its 8-hectare
automated pre-cast concrete manufacturing plant, which is the largest and most
advanced in the country and is among the top in Southeast Asia in terms of size and
technology employed. The use of pre-cast concrete is environmentally friendly and
allows Megawide to reduce construction costs, shorten the construction period, and
improve the overall quality of the work and increase project volume.
• The Megawide Corporate Building in Quezon City obtained a gold certification from
the LEED of the United States Green Building Council. LEED is a third-party
certification program for the design, construction and operation of high
performance green buildings. It is the predominant green building rating system in
the United States and is used around the world.
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5. Financial Strength and Ability to Raise Financing at Competitive Costs
• Megawide has a strong balance sheet that can support fund raising for its projects at
very competitive costs.
• Megawide has an AAAA Contractor’s License from the PCAB. This is the highest
classification and category for a construction company as of December 31, 2017,
which qualifies Megawide to bid for private projects with no limits on contract value.
Likewise, Megawide obtained Large B classification for government registration
which allows Megawide to participate in large infrastructure projects such as
highways, roads and bridges, piers and airports, railroads, waterworks and power
plants.
• Megawide owns and maintains a young, modern and branded fleet of tower cranes
and earthmoving equipment to ensure maximum efficiency and minimum down
time during construction.
Suppliers
Megawide sources its raw materials, primarily steel, cement and aggregates from external
suppliers who are reliable and known in the construction industry. In selecting its suppliers, it
considers quality, pricing, and efficient delivery of raw materials. It also does not depend on a
limited number of suppliers for raw materials and none of its major suppliers are its affiliates.
Suppliers usually give Megawide a 60-120 day payment period.
In order to mitigate the risk of price volatility in raw materials for its projects, Megawide, upon
contract award, immediately purchases major materials such as steel and concrete for the entire
project. All purchases are done centrally, at Megawide’s head office, for all project site
requirements.
Megawide’s quality of work are in accordance with applicable local and international standards
such as PNS, ASTM, ANSI, ACI or AASHTO. The general specifications are based on project
requirements considering local conditions, policies, available materials, local regulations and
other special circumstances. In addition to on-site inspections, as a standard procedure,
materials’ samples are tested by specialized laboratories to verify compliance with applicable
codes and standards.
Megawide’s management system strictly adheres to the requirements of the ISO standards on
Quality, Environmental, Safety and Health. As such, Megawide is committed to customer
satisfaction, environmental protection and prevention of injury or ill health.
Intellectual Property
Megawide does not believe that its operations are dependent on any patent, trademark,
copyright, license, franchise, concession or royalty agreement.
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Research and Development
Megawide has an excellent Engineering Department that continuously adapts and responds to
new inventions, standards and quality assurance in construction. It is also constantly working
with international consultants for value engineering to achieve more cost-efficient building
structures and maximum space utilization.
All government approvals and permits issued by the appropriate government agencies or bodies
which are material and necessary to conduct the business and operations of Megawide, were
obtained and are in full force and effect.
Megawide and its business operations are subject to various laws and regulatory agencies,
including the Contractor’s License Law, nationality restrictions and environmental laws.
Megawide complies with environmental laws and will keep abreast of any changes in such laws
which may have an impact on its business.
Megawide complies with all local and national tax laws and regulations, and it shall continue to
be so by diligently paying all taxes, including (but not limited to) income tax, withholding tax, real
property tax and such other taxes that are assessed against it and which Megawide understands to
be due.
Employees
Megawide will continue to hire qualified and competent employees in the next 12 months for its
on-going and new projects.
The relationship and cooperation between the management and staff has been good and is
expected to remain so in the future. There has not been any incidence of work stoppages or
labor disputes in the past. Megawide complies with the minimum wage and employment benefits
standards pursuant to Philippine labor laws. It adopts an incentive system that rewards and
recognizes the employees who excel in their respective fields to foster the harmonious
relationship between management and employees.
Megawide has a retirement plan which provides a retirement benefit equal to 22.5 days’ pay for
every year of credited service in accordance with Republic Act No. 7641 or the Retirement Pay
Law. On July 19, 2010, its Board of Directors resolved to establish a non-contributory retirement
fund for its officers and employees and appointed the fund’s board of trustees. Subsequently, on
December 11, 2012, the Board approved the establishment of the Megawide Construction Corp.
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Ret. Plan for the benefit of Megawide’s qualified employees. The Board appointed BDO
Unibank – Trust and Investments Group as trustee of the Retirement Fund.
No single person is expected to make a significant contribution to the business since Megawide
considers the collective efforts of all its employees as instrumental to the overall success its
performance.
Edgar B. Saavedra, the Chairman and Chief Executive Officer (CEO), together with the other
executives are currently the key decision makers. However, Megawide is continuously hiring
experts to further strengthen and professionalize its organizational and management structure.
Megawide continues to bolster its management positions in order to spread out responsibilities.
It also provides various training programs for its employees to maintain competitiveness and
efficiency.
Business Risks
Megawide’s business is highly dependent on the ability of real estate developers to market,
sell and dispose of condominium units to potential customers. In the event of a weak
property market, developers may hold and/or cancel construction contracts and orders.
Megawide seeks to minimize the possible effects of a weak property market by gradually
diversifying into mid-rise affordable housing and socialized housing and infrastructure
projects. Moreover, to ensure sustainable business growth and mitigate economic down
cycles, Megawide has expanded and diversified into infrastructure development, an
upstream integration that surely adds and creates greater value to Megawide in the short,
medium and long term horizons. Not only will these infrastructure development projects
provide construction revenues to its downstream business units, it will likewise become the
source of future stable recurring income upon completion.
Megawide believes that it has a competitive advantage over other construction companies
due to its use of High Technology Building Systems, high quality construction equipment,
value-added engineering services, technical competence, and innovative ability.
Furthermore, its use of High Technology Building Systems has allowed it to price its
projects competitively.
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Megawide has increased its pool of customers in the past 3 year because of its excellent
reputation in the construction industry, achieved by providing quality service to its clients
and being able to offer competitive pricing because of its High Technology Building
System. Big clients that were added in the Megawide’s portfolio includes Megaworld, 8990,
Araneta Group, Rockwell., Southeast Asia Retail, DD and ArthaLand. Megawide has also
been successful in maintaining the relationships it has built with its existing roster of
developer clients. It also adopts strict quality control measures to ensure that clients are
satisfied with the quality of Megawide’s output. For the past 3 years, Megaworld and DD
have contributed the highest revenue with 11% each, followed by 8990 with a 10%
contribution to the total revenue of Megawide. In the past years, Megawide was able to
successfully minimize the concentration risk by expanding its construction portfolio and
strengthening the contract provisions to protect its interest.
For on-going projects, Megawide is exposed to credit risk if project owners are unable to
fully settle the unpaid balance of receivables under construction contracts, and other
claims owed to Megawide. Credit risk is managed in accordance with Megawide’s credit
risk policy, which requires the evaluation of the creditworthiness of each project owner.
Megawide can also enforce its contractor’s lien over the project with varying degrees of
effectiveness. Under Article 2242 (3) of the Civil Code of the Philippines, a contractor’s
lien is the claim of a contractor engaged in the construction, reconstruction or repair of
buildings, canals or other works, upon said buildings, canals or other works.
5. The volatility in the price of construction materials could affect Megawide’s profitability.
Megawide employs a hedging program and facilities with a number of its suppliers to help
mitigate the risk of price volatility. It enters into fixed purchase contracts with its suppliers,
immediately upon award of contracts, which fix the unit cost of the materials. These
contracts typically range from 6 months to 1 year. No price escalation is charged until the
estimated quantities have been delivered within the agreed period.
6. Megawide’s reputation will be adversely affected if its projects are not completed on time
or fail to meet customer requirements.
Megawide has a proven track record with years of experience in the construction industry.
It has a group of well-trained and experienced technical managers that implement
measures to maintain the project’s progress, schedules and quality. In addition, contracts
with suppliers and subcontractors contain warranties for quality and requirements for
timely completion. These warranties are typically covered by a guarantee bond, surety
bond, performance bond, or liability insurance.
7. Megawide may be exposed to liquidity risk from delayed payments of progress billings.
Megawide has a solid financial background and has established credit lines with several
financial institutions from which it is able to easily obtain loans to finance its working
capital requirements.
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8. The availability of construction materials may affect Megawide’s projects.
The principal raw materials utilized by Megawide in its projects are cement and steel,
which are both readily available in the market from a number of sources, including Steel
Asia Manufacturing Corporation, Peaksun Enterprises and Pag-Asa Steel Corporation.
Megawide also diversifies its sources of these raw materials so that it is not dependent on a
limited number of suppliers.
9. Megawide is reliant on its High Technology Building Systems to maintain its competitive
advantage over other contractors.
Megawide does not have an exclusivity contract with any of its technology and equipment
suppliers. As such, competitors may opt to, and will be able to purchase the same
technology and equipment from Megawide’s suppliers. However, although its competitors
may purchase similar technologies, Megawide has an advantage since it already has at least
9 years of experience in utilizing said High Technology Building Systems. New users of the
High Technology Building Systems will need time to learn and adapt to the changes in the
construction process. New users should also have significant project volumes in order to
realize a return on its investment and to bring down construction cost. To ensure that
Megawide maintains its technological advantage, Megawide has established a Research and
Development Team to continuously adapt and respond to new inventions and standards in
construction.
To mitigate this risk, Megawide gives attractive compensation packages that consist of: (1)
basic wages; (2) high coverage in life and health insurance; (3) project completion bonus
for project employees; and (4) performance bonus for project employees occupying key
positions such as project managers and assistant project managers, depending on the
position of the project employee. It has also entered into employment agreements with its
key employees containing a “non-compete clause”, which prevents these key personnel
from moving to its competitors for a certain number of years.
12. Injuries or damages to third parties could arise from construction accidents.
Megawide adopts the European Standard on Safety Scaffoldings. Under this standard,
safety scaffoldings are built in accordance with the British Standard (BS 5973), which sets
out performance requirements for working scaffolds and permissible stress design method.
The working scaffold provides a safe workplace with safe access suitable for the work
being done. Megawide utilizes German Scaffoldings such as MEVA Automatic Climbing
Scaffold, Shoring Tower and other Folding Scaffolds, which were built in accordance with
BS 5973. It also strictly implements wearing of proper full body protection gear in
accordance with the Zero Accident Safety Program. The program is adopted in all job sites
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to prevent worker injury under a Zero Injury or Accident Program, which means that
accidents or serious injuries to workers can be successfully prevented. Moreover, as part of
the safety program, a Safety Engineer is assigned to each construction site to ensure
employee awareness.
This risk is beyond the control of Megawide but due to its infrastructure business
segments, the effect of a weak economy is mitigated.
14. Political or social instability could adversely affect the financial results of Megawide.
15. Megawide is required to obtain various licenses for its construction business.
The revocation or non-renewal of these permits and licenses may have a material adverse
effect on Megawide’s operations. To avoid work stoppage or disruption, Megawide
ensures that it is always compliant with the necessary permits required by various licensing
authorities.
Any foreign exchange policy that may be imposed by the Government has minimal
financial effect to Megawide because it only operates in the Philippines.
Natural catastrophes may disrupt Megawide’s ability to deliver its services and impair the
economic conditions in the affected areas, as well as the overall Philippine economy. The
Philippines has also experienced power outages from power generation shortages and
transmission problems, and from disruptions such as typhoons and floods. These types of
events may materially disrupt and adversely affect Megawide’s business and operations.
Prospective investors cannot be assured that the insurance coverage maintained by
Megawide will adequately compensate for all damages and economic losses resulting from
such natural catastrophes, blackouts or possible business interruptions.
MCIA, the gateway to the Visayas and Southern Philippines, is the second largest airport facility
in the country with an annually growing number of passengers.
Under the Public-Private Partnership (PPP) framework, the GMCAC shall deliver a second
terminal and rehabilitate the existing terminal to reduce congestion as well as meet the growing
passenger traffic. GMCAC is undertaking this capital extensive project to provide a world class
terminal airport with a welcoming ambiance that is distinctly Filipino.
With a total of 24 international destinations, 33 domestic destinations and with 26 partner airline
carriers, MCIA is no longer just a secondary airport. It is a viable choice that connects Cebu to
the rest of the Philippines and to the world.
31
GMCAC envisions MCIA to become the friendliest gateway destination, treating passengers as
guests the moment they set foot in the airport. The Company’s brand image is firmly tied to
Cebu’s global reputation as a resort destination.
Terminal 1
Upon turnover of MCIA’s operations and management to GMCAC in November 01, 2014, the
airport segment has fast-tracked in-terminal developments to reduce congestion, improve
ambiance and enhance customer service.
To improve the terminal’s ambiance, there are now more retail and dining options from
international and local brands; new seats were installed to offer comfort; and washrooms were
expanded and refurbished to mirror those found in hotels.
To enhance customer service, there is now a premium lounge at the international departures;
about a hundred new flight information display monitors; more ATM machines; mobile charging
stations; a water refilling station inside the boarding gates; fun and exciting in-terminal activities
(like Sinulog, Valentine’s Day, Summer Festival, Halloween and Christmas); and the Cebu
Connect Transfer Facility Desk, a transfer and early check-in facility that allows passengers with
connecting flights to easily drop their baggage for check-in and have their boarding passes
printed out. The said desk can process connecting passengers even as early as 12 hours prior
their onward connecting flight. Upon securing their boarding passes, they can leave the terminal
and enjoy a short visit to nearby sites or taste the famous Cebu lechon.
Terminal 2
The new world-class Passenger Terminal Building or MCIA Terminal 2 opened in 2018 and is
meant to drive further growth in passenger traffic, which translates to a more robust tourism
environment for the region. Terminal 2 will increase passenger capacity to 12.5 million. The new
terminal, spanning 65,500 square meters, will not only lessen congestion but will also offer an
exciting and wide-ranging retail environment.
Hong Kong-based Integrated Design Associates (IDA), which has previously worked on
projects at Beijing Capital, Delhi-Indira Gandhi and Hong Kong airports, forms part of MCIA
Terminal 2’s design team. IDA worked in tandem with Budji Layug, Royal Pineda and Kenneth
Cobunpue – on the design, look and feel of the new terminal. Envisioned with a unique design
that demonstrates the warmth and friendliness of the local culture, it is set to transform the local
airport into a world-class facility and resort gateway.
The most recognizable element of the terminal is the dynamic elegance and lightness of the roof.
The structure is composed of an array of glulam arches, which form the roof curvature and
define its geometry and modularity. The arches span every 30 meters, which enables Terminal 2
to be as column free as possible. The internal spaces is enclosed by a light and transparent glazed
façade. The arch façade is 15 meters tall and is accentuated by vertical U channels. The timber
arches become the main element in the creation of a dramatic internal space, with sleek
32
geometries and dynamic perspectives, where the undulating roof is reminiscent of the waves of
the seas around Mactan Cebu Island.
A 2-level forecourt segregates both the arrivals and departures area that is fully integrated with
the landside development. There are 48 check-in counters that are expandable to 72. It has
provisions for 7 passenger boarding bridges, which can be expanded to 12 boarding bridges
serving wide and narrow body aircrafts. It is also be equipped with 12 escalators and 15 elevators
facilitating the easy movement of passengers, especially for persons with disabilities.
A car parking facility will be constructed that can accommodate 550 cars and expandable to 750
cars as needed. There will also be an array of food and retail choices, including a mall, casino,
and a hotel.
Route Development
In the following years, completely new routes connecting Cebu to Europe, Australia and other
ASEAN countries will be in the works. Discussions and meetings with airport operators in
Sweden, Australia, and Japan were held to market Cebu as a destination and to showcase MCIA
as an ideal gateway to the Philippines as well as exploring new networks for the airport.
As GMCAC continues to improve the connectivity of MCIA as an alternative gateway into the
Philippines, we have added new international flights to Fuzhou via Xiamen Airlines, Chengdu via
PAL, Chongqing via Sichuan Airlines, Kunming via Lucky Air, Kuala Lumpur via Air Asia,
Shanghai via China Eastern and Juneyao Airlines and Xi’an via Okay Airways. Beijing and
Bangkok flights via Philippine Airlines (PAL) have also commenced. GMCAC has also added 7
destinations to China which are directly accessible to and from MCIA.
For domestic routes, MCIA has 23 new domestic routes via PAL, Air Asia, Cebu Pacific and Air
Juan. To date, GMCAC has increased MCIA’s airline operators from 11 at the time of
GMCAC’s take-over in November 2014 to 25 in 2018.
In 2018, GMCAC logged 7.67 million domestic passengers and 3.83 million international
passengers, which also grew by 15% from 2017. On the other hand, in 2015, passenger arrivals at
MCIA registered a total of 7.97 million with 5.91 million domestic passengers and 2.07 million
international passengers.
Within 2 years of operations and management of the airport, GMCAC has garnered 4 awards
from different world-renowned financial institutions plus a recognition of being one of the Best
Airports in Asia.
Services and Prices
33
2. Concession revenue – Concession revenue is generated through terminal
concessionaires, tenants or airport service providers who pay monthly fees for using or
accessing airport facilities to offer their goods and services to the general public and air
traveling community. Payments are based on negotiated agreements with these parties, or
are based on either a minimum monthly guarantee or on gross receipts. Concession
revenue is recorded as it is earned. Some tenant agreements require self-reporting of
concession operations and/or sales. The timing of concessionaire reporting and when
revenue earned is recorded will determine when accruals are required for each tenant.
MCIA Authority controls the rates of fees, charges and regulations on the usage or enjoyment of
the MCIA facilities, services or properties outside of the project land as well as the activity within
the airport such as passenger service charges, parking fees, lightning charges, tacking fees and
miscellaneous fees and charges. It issued AO No. 3 in 2018 to provide guidance on the revised
approved rates of fees. All other fees and charges not mentioned in the said AO but are within
the project land shall be determined by GMCAC including the setting of regulations and any
increase and/or amendments thereon.
Item 2. Properties
Megawide owns a 1.0294-hectare property located in Taytay, Rizal which is being used as an
equipment stockyard for its machineries, equipment, or items such as tower cranes, backhoes
and other earthmoving equipment. The same was acquired by Megawide for P21 million.
Megawide owns this property and all the equipment, machineries and items found therein, free
of any mortgage, lien or encumbrance.
In 2011, Megawide acquired land in Ortigas Extension, Barangay San Isidro, Taytay, Rizal with a
lot area of 21,082 square meters for P104 million. Megawide owns this property free of any
mortgage, lien or encumbrance.
In 2012, another lot was purchased by the Company in Taytay, adjacent to Megawide’s precast
plant with a lot area of 8,505 square meters for P50 million. A 4,022 square meter lot adjacent to
the stockyard of Megawide in Taytay was purchased for P9 million. On the same year, Megawide
bought a 178 square meter property located in the same municipality for a total amount of
P1.157 million. Megawide owns these properties free of any mortgage, lien or encumbrance.
In 2013, Megawide has a total additional land acquisition amounting to P67 million in Taytay
Rizal in relation to its Pre-cast Plant expansion. The property is free of any mortgage, lien or
encumbrances.
34
In 2014 and 2015, Megawide invested on new tower cranes, earthmoving equipment and other
construction equipment to ensure maximum efficiency and minimum down time during
construction. The total investment amounted to P485 million and P369 million in 2015 and
2014, respectively. Megawide also acquired an additional lot adjacent to the Pre-Cast Plant in
2014 with area of 23,686 square meters for P148 Million, and another lot with an area of 16,017
square meters near the Pre-cast Plant for P17 Million in 2015.
In 2017 and 2016, to cater to its growing order book Megawide also invested on new
construction equipment amounting to P275 million and P470 million, respectively, which
includes tower cranes, earth moving equipment, formworks and pre-cast equipment.
Transportation equipment was also procured amounting to P54 million and P57 million in 2017
and 2016, respectively, which includes service vehicles, truck mixers, light and medium duty
trucks and tractor trucks. Megawide also purchased parcels of land adjacent to its Taytay
complex amounting to P82 million and P156 million in 2017 and 2016, respectively. The Taytay
complex is currently expanding to house the formworks rehabilitation factory and all the
construction equipment of Megawide. The parcels of land provide a bigger stockyard for the
precast plant since its annual production is consistently increasing.
Leased Properties
Megawide is leasing the 1,493 square meters property located at No. 20 N. Domingo St.,
Barangay Valencia, Quezon City where its corporate office is located from Megapolitan Realty
and Development Corp. (Megapolitan). The lease agreement is valid until February 1, 2019 and
Megawide pays a monthly rental of P269,771.29. The lease agreement with Megapolitan was
renewed for an additional 2 years after it expired on February 1, 2019.
In addition to the foregoing office spaces, Megawide also leases properties needed for its
operations such as the following lease agreements with:
All of the above leases are subject to renewal upon mutual agreement of the parties.
1. Kuehne + Nagel, Inc. vs. Megawide Construction Corporation/Civil Case No. 12-0310, RTC-
Paranaque City, Branch 258
This is a case for sum of money with damages filed on October 15, 2012 by Kuehne +
Nagel, Inc. (KNI) against Megawide, demanding payment of P7,460,967.22, representing
the balance for the various freight, fees, and charges in transporting the defendant’s
shipment from Germany to the Philippines.
Megawide filed its Answer on December 18, 2012, with Special and Affirmative Defenses
and Counterclaims. Megawide’s defense is primarily anchored in KNI’s failure to secure
the Load Port Survey (LPS) Report which resulted in the delay of the release of the
shipment from the Bureau of Customs. Consequently, the Bureau of Customs imposed a
penalty amounting to P4,027,043.22. Megawide paid the penalty (P4,027,043.22) and also
paid the amount of P355,893.75 for storage fees for more than 2 months because KNI
could not secure the immediate release of Megawide’s shipment in view of the absence of
LPS.
Presentation of initial rebuttal evidence is set on March 27, 2019 at 8:30 a.m.
2. People of the Philippines vs Jesulito Testa et. al./Crim. Case No.QZN-14-00578-CR (Estafa) RTC
QC- Branch 97
Prosecutor recommended the filing of criminal case. Mr. Testa was apprehended while the
others remain at large. The case was archived.
36
3. Megawide vs. Dennis Espinar (Décor), UCPB CIAC Case No. 11-2014 (DepEd) School Building
Projects)/CA-G.R. SP No. 138387, Court of Appeals, 15th Division
Claim of more than P178 Million against Décor representing unliquidated DP, unreturned
formworks and unpaid materials.
On September 29, 2014, the Construction Industry Arbitration (CIAC) rendered a Final
Award, the dispositive portion of which reads:
Subsequently, 4 Petitions for Review were filed in the Court of Appeals (CA) and were
consolidated at Thirteenth Division of the CA, to wit:
a. Mariefela A. Laguardia vs. UCPB General Insurance Co. Inc., et al./ CA-G.R. No. 137908,
Court of Appeals, 12th Division
b. UCPB General Insurance Co. Inc vs. Megawide Construction Corporation, et al./CA-G.R. SP
No. 137872, Court of Appeals, 16th Division
c. Manuel G. Alipon vs. UCPB General Insurace Co., Inc, et al./CA-G.R. SP No. 137875,
Court Appeals, 7th Division
d. Dennis Espinar vs. Megawide Construction Corp. And UCPB General Insurance Co. Inc./CA-
G.R. Bi, 138387-UDK
The parties underwent mediation in the CA. However, they failed to reach any settlement.
Hence, the petitions are all deemed submitted for resolution.
The CA rendered a decision in favor of Megawide affirming the final award of the CIAC.
In addition, Espinar was also ordered to pay Megawide for its claims in excess of the
bonds amounting to P91,242,542.06, plus interest of 6% per annum. Respondents filed
their respective Motions for Reconsideration. The case is submitted for resolution.
While the CIAC decision was deemed final and executory, Megawide was not able to
execute against UCPBGICI and/or Espinar because the former posted a bond with and
was approved by the CIAC while the Quezon City sheriff could not locate any properties
in the name of Espinar.
UCPBCIGI, Espinar as well as his co-guarantors (Laguardia and Alipon) filed Petitions
before the Supreme Court.
37
4. Megawide vs. Elpidio S. Uy, doing business under the name and style of Edison Development and
Construction and UCPB General Insurance Co. Inc., and Commonwealth Insurance Co./ CIAC No.
18-2014 (DEPED School Building Projects)
Megawide also made a claim against the sureties, Respondents UCPB General Insurance
Co. Inc. (UCPB) and Commonwealth Insurance Co. (CIC), under several surety bonds
they issued to Megawide to guarantee the return of the (a) downpayment and the
performance of both contracts by Elpidio Uy; and (b) formworks subject of the
Construction Agreement.
On December 29, 2014, the CIAC rendered a Final Award in favor of Megawide and
against Elpidio S. Uy, directing Mr. Uy, upon finality of Final Award, to pay Megawide.
(h) The claims against Mr. Uy for moral and exemplary damages are
denied; and
38
(i) The claims for moral and exemplary damages as well as attorney’s
fees against UCPB and CIC are denied.
3. denying the Counterclaims of UCPB and CIC against Claimant for moral
and exemplary damages as well as attorney’s fees and expenses of litigation.
4. denying the Cross-Claims of UCPB against Mr. Uy for indemnity under the
downpayment and performance surety bonds and for attorney’s fees.
5. Upon the Cross-Claims in favour of CID and against Mr. Uy, directing the
latter upon finality of this Final Award to (a) indemnify CIC P4,857,862.00
representing the value of unreturned formworks due to Claimant, upon
proof of payment by CIC of such sum to Claimant; and (b) pay CIC
P500,000.00 as attorney’s fees.
6. upon the Third-Party Complaint, denying the claims of UCPB against the
Third-Party Respondents Eldonn Ferdinand V. Uy and Loreto V. Uy for
indemnity and attorney’s fees.
Each of the parties shall bear its or his respective cost of arbitration.
Upon finality of this Final Award legal interest of 6% per annum shall be due
on the sums awarded until the award is satisfied in full.
SO ORDERED.”
The parties elevated the matter with the CA. The 2 Petitions for Review filed in the CA
and were consolidated at the Special Eleventh Division of the CA, are:
a. Elpidio S. Uy, doing business under the name and style Edison Development and Construction
versus Megawide, et al. /CA-G.R. SP No. 139072, Court of Appeals, 5th Division
b. Mariefel A. Laguardia versus UCPB General Insurance Co. Inc./ CA- G.R. SP No.
137908, Court of Appeals, Eleventh Division
The Petition for Review filed by Megawide with the CA (CA G.R. S.P. No. 139114) was
dismissed. Thus Megawide filed a petition with the Supreme Court, docketed as G.R. S.P.
No. 221725.
5. Megawide vs. F.J. Tiu & Ass. Const. & Dev’t. Corp. and Federal Phoenix Assurance Co.,
Inc./CIAC No. 24-2014 (DepEd School Building Projects)/CA-G.R. SP No. 139338, Court of
Appeals
Claim of more than P16 Million vs. F.J. Tiu and Federal Phoenix representing unliquidated
DP and unreturned formworks and unpaid materials.
On December 16, 2014, the Tribunal rendered its Final Award, as follows:
I. Respondent F.J. Tiu and Federal, jointly and severally, to pay Claimant
Megawide the amount of P2,543,961.80, representing liquidated damages,
and the amount of P239,894.00, corresponding to unliquidated down
payment.
In the event that Megawide recovers the amount of liquidated damages and
unliquidated down payment, mentioned above, from Federal, F.J. Tiu is
hereby ordered to reimburse Federal accordingly.
B. P2,581,332.16 for the rental payments for the lease of the formworks
equipment; and
C. Costs of arbitration.
IV. The counterclaims of Federal for nominal and exemplary damages as well as
attorney’s fees and litigation expenses are dismissed.
SO ORDERED.”
On July 1, 2015, the case was settled amicably, Federal paid Megawide the amount of
P2,543,961.88 as full and final settlement of Megawide’s claim against the down payment
and performance surety bonds and satisfaction of judgment against Federal and in favor of
Megawide. By virtue of said payment by Federal has been subrogated to all the rights of
recovery and causes of action to the extent of P2,543,961.80 which the Megawide had
against F. J. Tiu. With regard to F.J. Tiu, the CIAC issued a writ of execution. However,
40
Megawide could only partially execute on the judgment since F.J. Tiu did not have bank
accounts/properties in its name anymore.
6. Daisy Joy Rojallo Cervantes, et al. vs H.E. Simeon Aquino III, Hon. Enrique T. Ona, Hon. Teodoro
J. Herbosa, Cosette C. Canilao,, Jan Irish P. Villegas, Arsenio M. Balisacan, Cesar V. Purisima,
Consortium of Megawide Construction Corporation and World Citi Medical Center, G. R. No. 210805,
Supreme Court (Certiorari and Prohibition with Application for the Issuance of a Writ of Preliminary
Injunction and/or Temporary Restraining Order) (Modernization of the Philippine Orthopedic Center
Project)
On September 18, 2012, The National Economic and Development Authority (NEDA)
approved the Modernization of the Philippine Orthopedic Center (MPOC). The MPOC is
a Build-Operate-Transfer scheme pursuant to the Public-Private-Partnership program of
the Aquino government. The MPOC Project involves the construction of a new hospital
facility within the National Kidney and Transplant Institute Compound along East
Avenue, Quezon City. It is intended to be a super-specialty tertiary orthopaedic hospital,
comprising of a minimum of 700-bed capacity hospital with all the required infrastructure
and installation of modern diagnostics and therapeutic equipment.
On January 31, 2014, the Petitioners, composed of civil society groups, health workers,
and patients of the Philippine Orthopedic Center (POC) who are opposed to the MPOC
project filed a Petition for Certiorari and Prohibition before the Supreme Court.
The Petitioners prayed that the Supreme Court annul and set aside the MPOC project for
being in violation of Article II, Section 15 of the Constitution of the Philippines and the
country’s treaty commitments recognizing the people’s right to health. Petitioners argue
that the government relinquished the duty and responsibility to provide and ensure a basic
social service such as health to a private entity through privatization or commercialization
of a government hospital (the POC). The Petitioners further prayed that the court issue a
writ of preliminary injunction or temporary restraining order to stop the implementation
of the project.
On April 24, 2014, Respondent composed of Megawide and World Citi Medical Center
filed its Comments/Opposition to the Petition. Their arguments are as follows:
2. Substantially, a) the MPOC project does not violate the constitution and our treaty
obligations. It is not a privatization but merely a modernization of the POC. In any
case, private investments into public health services are not prohibited by the
Constitution, b) Section 15, Article 2 of the Constitution is not a self-executory
provision, c) the Build Operate and Transfer Law can cover health facilities and
hospitals.
41
“In view of the foregoing, it is with deepest regret that we serve on your office
this Notice of Termination of the BOT Agreement. Section 8.2 and 9.2 of the
BOT Agreement provides that if the delay in the performance of the DOH
exceeds one hundred eighty (180) days from Signing Date, the Project Proponent
may opt to terminate the BOT Agreement. This 180- day period came and went
over a year ago on September 2, 2014. Accordingly, the BOT Agreement will
terminate on November 15, 2015 (‘Termination Date’).”
In view of this, Respondents asked for the dismissal of the Petition because it has been
rendered moot and academic. The Supreme Court has not yet acted on the Manifestation.
7. UKUSA Inc. vs. Megawide Construction/ Civil Case No. 15-0273, RTC Paranaque City Branch
195
This is a complaint for recovery of the 10% retention limit by UKUSA (subcontractor) of
Megawide for 3 projects.
Megawide denied payment because UKUSA failed to complete UT2 and had to hire
another subcontractor to finish the works on the said project.
The Judicial Dispute Resolution proceedings of this case already been terminated per
Order dated November 4, 2016. Trial will commence on April 10, 2017.
Continuation of presentation of defense of evidence was set on February 20, 2019 at 8:30
am.
Market Information
Megawide common shares are traded on the PSE under the symbol “MWIDE.” The shares were
listed on the PSE on February 18, 2011. The following table sets out the high and low prices for
Megawide’s common shares as reported to PSE:
42
2016 High Low
First Quarter (Jan. – Mar.) 6.44 5.50
Second Quarter (April – June) 6.89 6.19
Third Quarter (July – Sept.) 15.92 6.60
Fourth Quarter (Oct. – Dec.) 16.30 14.22
2017
First Quarter (Jan. – Mar.) 18.00 14.16
Second Quarter (April – June) 19.86 16.90
Third Quarter (July – Sept.) 18.94 14.90
Fourth Quarter (Oct. – Dec.) 19.00 15.42
2018
First Quarter (Jan. – Mar.) 22.15 17.54
Second Quarter (April – June) 25.00 19.80
Third Quarter (July – Sept.) 20.60 15.30
Fourth Quarter (Oct. – Dec.) 19.40 14.02
2019
First Quarter (Jan. – Mar.) 20.5 17.06
The closing price per share of Megawide’s common shares as of December 31, 2018 was P18.00.
As of December 31, 2018, there are 2,089,765,617 common shares outstanding registered in the
name of the following:
43
14. PACIFICO SILLA &/OR MARIE PAZ SILLA
9,456 Nil
SAGUM &/OR NATHANIEL SILLA
15. PACIFICO C. SILLA &/OR CATHERINE
9,456 Nil
M. SILLA &/OR ALEXANDER M. SILLA
16. MYRA P. VILLANUEVA 8,900 Nil
17. JOYCE M. BRIONES 7,868 Nil
18. FREDERICK E. FERRARIS &/OR ESTER
5,674 Nil
E. FERRARIS
19. EDWIN ALDAY JOSEF 5,000 Nil
20. DEMETRIO D. MATEO 500 Nil
21. JULIUS VICTOR EMMANUEL D
379 Nil
SANVICTORES
22. GUILLERMO F. GILI, JR. 246 Nil
23. FLORENTINO A. TUASON, JR. 246 Nil
24. HECTOR A. SANVICTORES 190 Nil
25. DANILO G. BAGASIN 100 Nil
26. JOSELITO C. HERRERA 100 Nil
27. OWEN NATHANIEL S. AU ITF : LI
38 Nil
MARCUS AU
28. JOSELITO T BAUTISTA 1 Nil
29. MICHAEL C. COSIQUIEN 1 Nil
30. HILARIO GELBOLINGO DAVIDE, JR. 1 Nil
31. EDGAR B. SAAVEDRA 1 Nil
Total 2,089,765,617 100
Shares Owned By Foreigners 221,946,360 10.621
The beneficial owners of the shares registered in the name of the PCD Nominee Corporation
are PCD’s participants who hold the shares on behalf of their clients, including the top 20
shareholders. The list of the PCD participants is attached as Exhibit “3”.
Dividends
On June 26, 2013, the Board of Directors (Board) adopted a dividend policy of declaring annual
cash dividends equivalent to 20% of the prior year’s income, subject to the Company’s
contractual obligations. Megawide has entered into loan agreements restricting its ability to
declare dividends unless certain conditions such as all debt obligations are current and updated,
availability of retained earnings while maintaining debt to equity ratios and debt service cover
ratios after dividend payments, are met. As of date, Megawide’s subsidiaries, many of which are
newly established and not yet income generating, has not formulated or adopted a dividend
policy. Megawide shall cause these subsidiaries to adopt the appropriate dividend policies with
the intention that each subsidiary shall regularly declare dividends in favor of Megawide, subject
to capital requirements and other existing covenants/restrictions with its creditors.
Under the Corporation Code, Megawide’s Board is authorized to declare cash, property, stock
dividends, or a combination thereof. Cash and property dividend declarations require only the
approval of the Board. Meanwhile, stock dividend declarations require the approval of the Board
and the shareholders representing at least 2/3 of Megawide’s outstanding capital stock. Such
approval may be given at a general or special meeting duly called for such purpose. The holders
of outstanding shares on a dividend record date for such shares will be entitled to the full
44
dividend declared without regard to any subsequent transfer of shares. Moreover, in accordance
with the Corporation Code, Megawide may only distribute dividends out of its unrestricted
retained earnings.
March 9, 2016 February 23, 2016 Preferred Shares P70,250,000.00 March 3, 2016
March 9, 2016 May 10, 2016 Preferred Shares P70,250,000.00 June 3, 2016
March 9, 2016 August 9, 2016 Preferred Shares P70,250,000.00 September 3, 2016
March 9, 2016 November 8, Preferred Shares P70,250,000.00 December 3, 2016
2016
March 1, 2017 March 1, 2017 Preferred Shares P70,250,000.00 March 3, 2017
April 25, 2017 May 10, 2017 Preferred Shares P70,250,000.00 June 3, 2017
July 24, 2017 August 9, 2017 Preferred Shares P70,250,000.00 September 3, 2017
October 16, November 8, Preferred Shares P70,250,000.00 December 3, 2017
2017 2017
December 11, December 26, Common Shares P106,928,874.85 December 29, 2017
2017 2017
January 30, 2018 February 15, 2018 Preferred Shares P70,250,000.00 March 3, 2018
May 3, 2018 May 18, 2018 Preferred Shares P70,250,000.00 June 3, 2018
August 1, 2018 August 16, 2018 Preferred Shares P70,250,000.00 September 3, 2018
October 1, 2018 October 15, 2018 Common Shares P256,629,299.64 November 12, 2018
October 30, November 17, Preferred Shares P70,250,000.00 December 3, 2018
2018 2018
Megawide has not sold any unregistered securities within the past 3 years.
A. RESULST OF OPERATIONS
Review of results for the year ended December 31, 2018 as compared with the results for the year ended December
31, 2017
Megawide posted a consolidated EBITDA of P4.89 billion and a net profit of P1.87 billion for
the full year 2018. EBITDA remained healthy with a year-on-year growth of 10% propelled by
the airport business. 54% of EBITDA or P2.65 billion was delivered by the construction
business while the balance was from the airport segment. In terms of net profit, P1.04 billion or
55% was brought by airport operations and merchandising segments while the remaining 45%
was from the construction business. Overall, the results arose from the strong performance of
airport operations and the varying stages of order book and one-off items related to the
construction segment.
45
REVENUES
The Company posted consolidated revenues of P16.0 billion for the 12 months ended December
31, 2018, compared with the P19.2 billion of consolidated revenues for the same period of 2017.
Construction
The construction segment contributed 79% of the Group’s total revenue amounting to P12.69
billion against P16.7 billion in the previous year. Lower revenues were recognized as a result of
the varying stages of on-going construction projects where several projects are in the tail end
while others were just mobilized in the 4th quarter of 2018. The projects that were substantially
completed during the year were Cyber Park Tower 2, Arthaland Superstructure, BGC 5th
Avenue, Project Delta Phase 1, The Hive Tower A, Landers Arcovia, and Landers Alabang while
the projects that were mobilized towards the end of 2018 include Hampton O&P, Cold Storage
Caloocan, 8990 Ortigas, Ascott-DD Meridian Park and Double Dragon Tower Phase 3.
The new contracts secured in 2018 reached P29.52 billion, some of which are Gateway Mall 2
Hotel, Golden Bay Tower, Taft East Gate, Space Ubelt, University Tower 5, International
Finance Center, Cold Storage Caloocan, The Hive Tower C & D and Mandani Bay in Cebu City,
and was 273% of the total new contracts booked in 2017. The 2018 order book also included the
supply and installation of pre-cast materials to various external clients such as Phirst Park Homes
owned by Tanza Properties, Inc., a subsidiary of Century Properties, Inc.
At end of the year, order book remained very promising and stood at P50.09 billion and provides
revenue visibility for the next 2 to 3 years. In terms of mix, residential projects comprised 67%,
office and commercial at 23%, while infrastructure projects contributed the remaining 10%,
attributable to the Clark International Airport EPC contract.
Airport Operations
Airport operations delivered revenues of P3.00 billion and contributed 19% to the total
consolidated revenue in 2018. This was driven largely by the 15% growth in total passenger
volume to 11.5 million passengers, with international and domestic passengers growing 23% and
12% respectively. Domestic passengers comprised 67% of the total passenger mix while
international passengers comprised 33%. Air traffic volume likewise increased by 15% with
international traffic increasing by 19% and domestic traffic improving by 14%.
The over-all increase in passenger and air traffic was attributed to new airline partners as well as
new routes in both international and domestic sectors. To date, the Company is serving 33
domestic and 24 international destinations, with 7 local and 19 international airline partners.
MCIA Terminal 2 was inaugurated last June 7, 2018 and started commercial operations in July 1,
2018.
Per segment, share of Passenger Service Charge (PSC), representing 55% of airport revenues,
increased by 29% to P1.66 billion driven by the double-digit growth in passenger throughput.
On the other hand, non-aero or commercial revenues grew by 34% to P970 million and
contributed 32% to airport operations. The remaining 12% is accounted for by aero-related
revenues, which increased by 26% to P372 million.
46
Airport Merchandising
47
B. FINANCIAL CONDITION
Review of financial conditions as of December 31, 2018 as compared with financial conditions as of December 31,
2017
ASSETS
The following discussion provides a detailed analysis of the increase in current assets:
Financial Assets at fair value through profit or loss decreased by 99% or by P3.18 billion
The parent company terminated its placement to fund its equity infusion in MWMTI and its
share buyback program.
The following discussion provides a detailed analysis of the increase in non-current assets:
48
Investments in Associates and Joint Ventures decreased by 16% or by P177.39 million
The decrease is due to the elimination of the investments in MWMTI, as a result of the Parent’s
acquisition of the 49% stake of WMPMI in MWMTI in 2018. After the acquisition, the Parent
owned 100% of MWMTI that resulted to a change in the accounting treatment from an
investment in joint venture to an investment in subsidiary.
The following discussion provides a detailed analysis of the increase in current liabilities:
49
Billing in excess of costs on uncompleted contracts – net/Contract liabilities increased
by 26%or P246.06 million
Due to the adoption of PFRS 15, Revenues from Contracts with Customers, billings in excess of costs
on uncompleted contracts is duly reclassified to contract liabilities. The increase in contract
liabilities is due to the timing of cost billing of subcontractors for certain projects nearing
completion.
The following discussion provides a detailed analysis of the increase in non-current liabilities:
Review of results for the year ended December 31, 2017 as compared with the results for the year ended December
31, 2016
Results of Operations
Construction revenues reached Php16.7 billion, a 6% growth from last year’s Php15.8 billion,
due to the private sector projects. Quarter on quarter, revenue grew by 24% to Php4.3 billion.
New contracts booked coming from the private sector totaled to Php10.8 billion at the end of
the year. This brought total order book to Php32.6 billion in 2017, providing earnings visibility
for the next two years.
Airport operations generated Php2.3 billion of revenues, 23% higher year-on-year from Php1.9
billion, as a result of the double-digit increase in passenger throughput of 12%, with international
passenger volume outpacing domestic passenger volume growth at 24% and 7%, respectively.
For the fourth quarter of the year, revenue grew by 17% to Php575 million.
Non-aero revenues, which accounted for 31% of the total, increased by 36% to Php723 million.
Passenger service charge went up by 16% to Php1.3 billion, representing 56% of airport
revenues. The remaining 13% is coming from Aero related revenues, which grew by 27% to
Php295 million.
At the end of 2017, MCIA handled 9.97 million passengers, with domestic passengers
representing 69% while international passengers accounted for 31%. Similarly, air traffic volume
increased by 19%, with 30% increase in international and 16% increase in domestic. The overall
increase in passenger volume is brought about by new airlines and routes in both international
and domestic sector as the Company continue to promote Mactan-Cebu airport as an alternative
gateway to the country. In 2017, the Company was able to add twelve (12) international routes,
with seven (7) destinations to and from Chinese cities, and twenty-three (23) domestic
destinations. To date, the Company is serving 35 domestic and 22 international destinations, with
seven domestic and 18 international airline partners. New international airlines include Juneyao
Airlines, Sichuan Airlines, Lucky Air, Okay Airways, and Pan Pacific while AirJuan is the newly
added domestic airline.
51
influx of passenger traffic. The increase in operating expenses is also attributable to the operating
expense incurred by the airport merchandising operation amounting to P 53 million.
Review of financial condition as of December 31, 2017 as compared with the financial condition as of December
31, 2016
Financial Condition
Financial assets at fair value through profit or loss decreased by 31% or P1.46 billion
Decrease is due to termination of the short-term placements of the Parent to for working capital
and investment purposes.
Trade and other receivables increased by 32% or P1.60 billion
Increase is mainly due to the timing difference in the collection cycle of trade receivable of the
Group which is 30 to 45 days from invoice date. Quarter on quarter, revenue grew by 24% to
Php4.3 billion in 2017. In addition, retention receivables increased by P972 million. Retention
receivable pertain to progress billings which is withheld by the project owner equivalent to 5% to
10%. Retention receivable is collected upon issuance of certificate of completion by the project
owner.
52
Construction materials increased by 28% or P126 million
The increase is due to voluminous purchases of construction materials as a result of the increase
in projects’ requirement for both current and new projects that were not yet delivered to
construction sites from the central warehouse. In addition, finished goods of precast plant
increased due to production requirement by its major projects.
54
The increase is primarily due to GMCAC’S availment of P3.42 billion loan in 2017. The
availment was made based on the drawdown schedule with the bank to finance the construction
of Terminal 2.
Review of results for the year ended December 31, 2016 as compared with the results for the year ended December
31, 2015
Results of Operations
The construction revenue increased by 13% or P1.83 billion due to revenue earned from
numerous significant contracts won by the Megawide such as Meridian Park Phase 1 of Double
Dragon, Le Grand BPO Cluster Phase 1 & 2 of Megaworld, 8990 Tower in Edsa and Tondo of
8990 Holdings Inc, Landers Warehouse Balintawak & Otis of Southeast Asia Retail, Inc.,
Proscenium Lincoln and Lorraine Towers of Rockwell, Cyber Park Tower 2 by Araneta Group,
Southeast Asia Campus by Megaworld, Arthaland Towers by Arthaland Corp. and three Solar
Power farm projects. Total booked new contract in 2016 amounted by the Parent amounted to
P12.73 billion. As a result, total construction order book as of December 31, 2016 stands at
P38.49 billion. These new contracts include Phase 2 of Meridian Park of Double Dragon, 10
West, St. Moritz, Southeast Asean Campus, One Manchester Cebu of Megaworld, and 8990
Tondo and Cubao by 8990 Holdings Inc.
There are no material amounts affecting assets, liabilities, equity, net income or cash flows that
are unusual in nature; neither are there changes in estimates of amounts reported in prior interim
period of the current financial year.
As regards internal and external sources of liquidity, the Company’s funding is sourced from
internally generated cash flows, and also from borrowings or available credit facilities from other
local and international commercial banks.
There is no material commitment for capital expenditures other than those performed in the
ordinary course of trade or business.
There have not been any seasonal aspects that had a material effect on the financial condition or
results of operations of Megawide.
Cash Flows
The following table sets forth information from Megawide’s pro forma statements of cash flows
for the period indicated:
57
Amounts in P Billion, except
2018 2017 2016
Ratios and Earnings per Share
Construction Order Backlog P 50.09 P 32.60 P 38.49
Current Ratio1 1.50 1.99 1.83
Net Debt to Equity Ratio2 1.72 1.15 .91
Book Value Per Share3 5.06 5.10 4.52
Earnings per Share4 .56 .70 .57
Return on Assets5 .03 .04 .04
Return on Equity6 .10 .13 .12
Gross Profit Margin7 .27 .24 .22
The KPIs were chosen to provide management with a measure of Megawide’s sustainability on
revenue growth (Construction Orders Backlog) financial strength (Current Ratio and Debt to
Equity Ratio), and profitability (Earnings per Share, Return on Assets, Return on Equity, Gross
Profit Margin).
Construction Orders Backlog corresponds to the value of any unfinished project phases. This
provides a basis for near-term future sources of production and revenues for Megawide.
Construction Order Backlog tends to increase when booked construction contracts or orders
increase. A larger Construction Order Backlog is indicative of higher profits in the future.
The audited financial statements and supplementary schedules to the same, which were duly
submitted to the BIR8, are attached hereto as Exhibit “2”.
The following table sets out the aggregate fees billed for each of the last 3 fiscal years for
professional services rendered by Megawide’s external auditors:
58
Audit and Compliance Committee (ACC) Pre-Approval Policy
The ACC is composed of the Chairman, Mr. Celso P. Vivas, Vice Chairman, Mr. Leonilo G.
Coronel, and members: former Chief Justice Hilario G. Davide, Jr., Mr. Alfredo E. Pascual, and
Mr. Oliver Y. Tan.
The ACC is required to pre-approve all audit and non-audit services to be rendered by
independent accountants and approve the engagement fee and any other compensation to be
paid to such independent accountants. When deciding whether to approve these items, the ACC
takes into account whether the provision of any non-audit service is compatible with the
independence standards under the guidelines of the SEC. To assist in this undertaking, the ACC
communicates with the external auditors with regard to any relationship or services that may
impact their objectivity and independence and, if appropriate, recommends that the Board take
the necessary action to ensure their independence.
Changes in and Disagreements with External Accountants on Accounting and Financial Disclosure
The name of the handling partner for the auditor of Megawide is as follows:
Megawide has not had any disagreements with its internal auditor/independent accountant on
any matter of accounting principles or practices, financial statements, disclosures, or auditing
scope or procedure.
Directors shall hold office for 1 year or until their successors are elected and qualified. The first
directors are also the incorporators. The annual meeting of the stockholders shall be held every
June 30 of each year.
The Board is responsible for the direction and control of the business affairs and management of
Megawide, and the preservation of its assets and properties. No person can be elected as director
of Megawide unless he or she is a registered owner of at least 1 voting share of Megawide.
59
Section 38 of the SRC requires that at least 2 members of the Board are independent directors.
The Amended Articles and Incorporation and By-Laws of Megawide provide that the 7 directors
shall include such number of independent directors as may be required by law.
The table below sets forth each member of Megawide’s Board as of December 31, 2018.
60
Constitutional Commission
The table below sets forth the officers of Megawide as of December 31, 2018.
61
Name Age Citizenshi Position Term Directorships Held
p of in Other Companies/
Office Business Experience
Christopher 35 Filipino Treasurer and Yearly - Director, Citicore
A. Nadayag Deputy Chief - General Managers, CMCI,
Financial Officer
Raymund 47 Filipino Compliance Officer Yearly - Director and Corporate
Jay S. Chief Legal Counsel Secretary, MTI
Gomez Data Privacy Officer - Director and Corporate
Secretary, MLI
- Director and Corporate
Secretary, MySpace
- Director, MySpace Prima
Casa, Inc.
Anthony 43 Filipino Chief Audit Yearly - Group Chief Audit
Velasco Executive Executive, 2GO Group, Inc,;
- I.T. Audit Head, Security
Bank Savings (formerly
Premiere Bank)
Jessie Cruz 53 Filipino Chief Information Yearly - Director, UST-Global, Inc.
Technology Officer - VP/Technology Operations
Manager, JP Morgan Chase
Bank, Philippines
- Regional IT Director,
Transitions Optical
Philippines - IT Officer, Red
Ribbon Bakeshop, Inc.
- MIS Manager, Peaksun
Group of Companies
Althea 29 Filipino Corporate Secretary Yearly - Assistant Corporate
Isobel F. Corporate Secretary, Pilipinas Trade
Oaminal Information Officer Gas, Inc. (since June 5, 2018)
Jennifer C. 34 Filipino Assistant Corporate Yearly - Assistant Corporate
Lee Secretary Secretary, GMCAC
Corporate - Assistant Corporate
Information Officer Secretary, QBE Seaboard
Insurance Philippines, Inc.
Significant Employees
No single person is expected to make a significant contribution to the business since Megawide
considers the collective efforts of all its employees as instrumental to the overall success of its
performance.
Family Relationships
During the past 5 years, Megawide is not aware of the occurrence of any of the following events
that are material to the evaluation of the ability or integrity of any director or executive officer:
1. Any bankruptcy petition filed by or against any director, or any business of a director,
nominee for election as director, or executive officer who was a director, general partner
or executive officer of said business either at the time of the bankruptcy or within 2 years
prior to that time;
2. Any director, nominee for election as director, or executive officer being convicted by final
judgment in a criminal proceeding, domestic or foreign, or being subject to a pending
criminal proceeding, domestic or foreign, excluding traffic violations and other minor
offenses;
3. Any director, nominee for election as director, or executive officer being subject to any
order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court
of competent jurisdiction, domestic or foreign, permanently or temporarily enjoining,
barring, suspending or otherwise limiting his involvement in any type of business,
securities, commodities or banking activities; and
4. Any director, nominee for election as director, or executive officer being found by a
domestic or foreign court of competent jurisdiction (in a civil action), the SEC or
comparable foreign body, or a domestic or foreign exchange or other organized trading
market or self-regulatory organization, to have violated a securities or commodities law or
regulation, and the judgment has not been reversed, suspended, or vacated.
Oliver Tan
Chief Investment
Officer
63
Markus Hennig
EVP – Business Units
Group
Albert Saringo
VP – Operations
Compensation of Directors
Under the By-Laws of Megawide, by resolution of the Board, each director, shall receive a
reasonable per diem allowance for his attendance at each Board meeting. As compensation, the
Board shall receive and allocate an amount of not more than 10% of the net income before
income tax of the Company during the preceding year. Such compensation shall be determined
and apportioned among directors in such manner as the Board may deem proper, subject to the
approval of stockholders representing at least majority of the outstanding capital stock at a
regular or special meeting of the stockholders.
Subsequently, on 10 October 2018, the Board resolved to increase the director’s per diem per
Board meeting to P44,000.00 for Executive Directors, P62,000.00 for Non-Executive Directors,
and P58,000.00 for Independent Directors. The total per diem paid to directors for 2018, totalled
P3,881,000.00.
There are no other arrangements for compensation either by way of payments for committee
participation or special assignments other than reasonable per diem. There are also no
outstanding warrants or options held by Megawide’s Chief Executive Officer, other officers
and/or directors.
There are no special retirement plans for executives. There is also no existing arrangement with
regard to compensation to be received by any executive officer from Megawide in the event of a
change in control of the Company. However, aside from its employees, Megawide has also
entered into employment contracts with its foreign experts. The employment contracts with
foreign experts usually include benefits, such as housing, medical and group life insurance,
vacation leaves, company vehicle, and processing of work permits. Megawide’s ownership of any
64
invention developed during their employment, liquidated damages in the event of contract pre-
termination, and a non-compete clause prohibiting the employee, for a period of 2 years after the
termination of the contract, from engaging, directly or indirectly, for himself or on behalf of or
in conjunction with any person, corporation, partnership or other business entity that is
connected with the business of Megawide.
There are no outstanding warrants and options held by any of Megawide’s directors and
executive officers.
Owners of record of more than 5% of Megawide’s shares of stock as of December 31, 2018 are
as follows:
The following table sets forth the participants under the PCD account who own more 5% of the
voting securities of Megawide:
65
The following table sets forth the security ownership of Megawide’s directors and officers as of
December 31, 2018:
2
(Indirect)
Common Oliver Y. Tan 18,767,852 Filipino 0.88%
Director (Indirect)
Chief Investment and Strategy
Officer
Corporate Information Officer
Common Leonilo G. Coronel 5 Filipino Nil
Independent Director (Indirect)
Common Hilario G. Davide, Jr. 1 Filipino Nil
Independent Director (Indirect)
Common Manuel Louie Ferrer 1 Filipino Nil
VP for Marketing (Indirect)
Corporate Information Officer
Common Celso P. Vivas 1 Filipino Nil
Independent Director (Indirect)
Common Alfredo E. Pascual 1 Filipino Nil
Independent Director (Indirect)
Aggregate shareholdings of directors and 18,767,864 0.89%
officers
There is no voting trust arrangement executed among the holders of 5% or more of the issued
and outstanding shares of common stock of Megawide.
Change in Control
There are no arrangements entered into by Megawide or any of its stockholders which may result
in a change of control of Megawide.
Shareholder:
Revenue from services 6, 20, 14,782,658 1,008,487 Normal credit terms Unsecured
27.1
Minority Shareholders:
Airport operator's fee 21.2, 38,774,762 - On demand; Unsecured
27.8 noninterest-bearing
Advances obtained 16, 27.4 172,939,978 - On demand; Unsecured
noninterest-bearing
Advances granted 16, 27.4 841,103 841,103 On demand; Unsecured
noninterest-bearing
Associate:
Revenue from services 6, 20, 153,157,722 905,100,150 Normal credit terms Unsecured
24.1
Rent income 53,571 228,750 On demand Unsecured
Joint Arrangement:
Revenue from services 769,940,008 29,082,652 Normal credit terms Unsecured
Cash granted 6, 27.4 (1,890,090) 1,074,666 On demand; non- Unsecured
interest bearing
Cash obtained 16, 27.4, (14,883,628) (14,883,628) Normal credit terms Unsecured
27.5
67
The Company endeavors to comply with the Code of Corporate Governance issued by the SEC.
Any non-compliance will be identified and explained in the Annual Corporate Governance
Report.
(a) Exhibits
Material Contracts
Megawide’s principal contracts generally consist of construction contracts for its projects,
operating and finance lease commitments, contract of the lease of its office spaces, motor pool
and equipment yard, surety arrangement and guarantees, and joint venture agreements.
Megawide also has existing loan agreements. Other than these, Megawide is not a party to any
contract of any material importance and outside the usual course of business, and the directors
do not know of any such contract involving Megawide.
Construction Contracts
Majority of Megawide’s contracts are general construction works and may be classified into
several scopes namely: site development, earthworks, structural and civil works, masonry works,
architectural finishes, electrical works, plumbing and sanitary works, fire protection works and
mechanical works.
These construction contracts generally contain a warranty from Megawide that it shall be
responsible for and shall indemnify and hold the customer free and harmless from and against all
losses, expenses, judgments, court costs, attorney’s fees, demands, payments, suits, actions,
recoveries, decrees, execution and claims of every nature and description brought about and/or
recovered through the said contracts. Payment of liquidated damages, computed at 1/10 of 1%
of the total contract price, up to a maximum of 10% of the total contract amount, per calendar
day of delay, is also stipulated.
As for the manner of payment, the customer generally pays the downpayment upon submission
of certain documents (e.g. bonds) while the balance is paid through monthly progress payments
upon Megawide’s submission of monthly progress billing. These monthly payments are subject
to 10% retention to be released upon the lapse of a certain amount of time after the completion
and/or turn-over of the project.
68
Upon complete turn-over of the projects, Megawide, under the foregoing construction contracts,
is required to post bonds to guarantee any defects, except those from the ordinary wear and tear
or not attributable to Megawide, that may occur within 1 year from acceptance.
PPP Contracts
Megawide, on its own and through its subsidiaries, executed the following agreements relative to
its PPP Projects:
A. Agreements executed by the Department of Education and CMCI for the PSIP I Projects
a. Build Lease Transfer Agreement (for Package B) dated October 8, 2012 with a
contract price of 5,229,899,136 for the construction of school buildings in Region
III; and
b. Build Lease Transfer Agreement (for Package C) dated October 8, 2012 with a
contract price of 7,229,899,136 for the construction of school buildings in Region
IV-A;
The PSIP involves the construction, maintenance and lease of school buildings under a
Build-Lease Transfer (BLT) framework. Under the BLT, CMCI will build over 7,000
classrooms then lease the same to DEPED for 10 years before transferring the school
buildings to DEPED. Megawide finished the construction of these classrooms in 2015.
B. Agreement executed by the Department of Education and Megawide for the PSIP II Projects
On October 17, 2013, Megawide executed a Build Transfer Agreement with the DEPED
for the construction of school buildings in Regions I, II, III and CAR with contract price
of P2,255,923,096.49.
The Concession Agreement refers to the agreement entered into by GMCAC with DOTr
and MCIA by virtue of Revised Implementing Rules and Regulations of Republic Act
(R.A.) No. 6957, “An Act Authorizing the Financing, Construction, Operation and
Maintenance of Infrastructure Projects by the Private Sector and for Other Purposes”, as
Amended by R.A. No. 7718 (BOT Law). Under the said agreement, GMCAC was granted
by DOTr and MCIA an exclusive right to design, develop, and undertake the MCIA
Project; and enjoy complete and uninterrupted possession of all movable and immovable
assets for purposes of implementing the Project, whether tangible or intangible pertaining
to concessionaire Operations and Maintenance (O&M) Facilities such as the existing
assets, project land, assets produced, installed, built and created pursuant to the
Concession Agreement, commercial assets, among others, (collectively referred as Project
Assets). The Concession Agreement is for a period of 25 years commencing on O&M start
date unless further extended pursuant to the Concession Agreement.
On February 25, 2015, MWMTI, a joint venture, entered into a BOT agreement with the
DOTr to undertake the PITX project. Upon completion of the project, MWMTI shall
operate and maintain the facility, which is divided into terminal and commercial areas,
within the agreed concession period of 35 years from the date of the completion of the
construction, which is equivalent to 18 months. MWMTI shall then turnover the facility to
the DOTr at the end of the concession period.
In the conduct of its ordinary course of business, Megawide enters into finance lease agreements
with financing companies for its vehicles and equipment for 36-60 months. As of December 31,
2018, total carrying amount of transportation equipment and construction equipment held under
finance leases amounted to P235,286,745. Outstanding liabilities for the finance leases as of
December 31, 2018 amounted to P157,923,257.
Loan Agreements
Megawide has existing credit lines granted per bank (amounts in P Millions) as of date:
Tranche A P 650,000,000 5 5%
Tranche B 3,250,000,000 7 6%
Tranche C 100,000,000 10 6%
P 4,000,000,000
The nominal rates refer to the Philippine Dealing System Treasury Fixing (PDST-F) rates with
respect to the term of each tranche plus an interest spread of 1.75% for Tranches A and B and
1.50% for Tranche C. The final maturity dates of notes issued under this Agreement are in 2018,
2020 and 2023, respectively.
On September 16, 2016 and December 5, 2016, the Company availed an unsecured 10-year
corporate note amounting to P650 million and P350 million, respectively, to refinance the 5-year
corporate note issued in 2011. On December 16, 2016 the Company availed another P1 billion
unsecured 10-year corporate note to finance its general corporate requirements.
These 10-year corporate notes bear an interest rate based on the closing per annum rates of a 10-
year PDST-R2 rate on the PDS Group website plus a certain spread.
On December 17, 2014, GMCAC entered into a P20,000.0 million (which at GMCAC’s option
may be increased up to P23,300.0 million) OLSA with various local universal banks, as onshore
lenders. On January 26, 2015, the parties amended the facility to include another local universal
bank as offshore lender to contribute US$75.0 million (or equivalent to P3,900.0 million) into
the facility. The facility has a term of 15 years, the repayment of which starts in 2019 and shall
continue every year thereafter until 2030.
On June 22, 2018, the Company amended the Amended and Restated OLSA increasing the Peso
denominated loan facility by P870.0 million. The additional loan facility will be used to finance
the investment related to the Fuel Hydrant System Infrastructure.
71
The total drawdowns to date made for the onshore loan amounted to P20,650.0 Million while
drawdowns on the offshore loan amounted to US$75.0 Million (or equivalent to P3.9 Billion). As
of December 31, 2018 and 2017, the carrying amount of the total onshore and offshore loans
amounted to P24,299.8 Million and P20,420.4 Million respectively. The amount of undrawn
borrowing facilities that is available in the future amounted to P220.0 Million and nil for onshore
and offshore loan, respectively.
On December 18, 2015, MWMTI entered into an omnibus loan and security agreement with a
local universal bank for a loan facility amounting to P3.300 Billion to finance the construction of
the PITX project. The loan facility, which has Megawide and Waltermart as pledgors and
sureties, is already available to MWMTI based on the drawdown schedule provided in the loan
facility. The loan principal shall be amortized quarterly over 15 years, beginning October 16,
2020. As of December 31, 2018, the Company has P2,475,000,000.00 available credit line.
Shareholders Agreements
On June 27, 2014, Megawide entered into a Shareholders’ Agreement with PhilCarbon a
renewable energy developer to establish a company that will engage in the development of
energy projects for Megawide. Pursuant to said Shareholders’ Agreement, MCEI was
incorporated on September 4, 2014.
Under the Shareholders’ Agreement, Megawide shall own 70% of MCEI and provide 100% of
the funds needed to capitalize and operate MCEI. PhilCarbon shall own 30% of MCEI. MCEI’s
Board shall be composed of 5 directors designated by Megawide and f2 directors designated by
PhilCarbon. MCEI will initially develop energy projects to be selected by the MCEI Board from
the current portfolio of stage zero projects of PhilCarbon.
On April 8, 2014, Megawide entered into a Shareholders’ Agreement with GMR setting forth the
terms and conditions governing their participation in the share capital of GMCAC, and their
rights and obligations as shareholders in relation to GMCAC. Under said Shareholders’
Agreement, the parties defined the business of GMCAC, the required manpower support from
each shareholder, the composition of the board, formation of committees and the management
team for the orderly management of the MCIA Project, conduct of board and shareholder
meetings as well as restrictions on the transfer rights of the stockholders and issuance of
additional shares.
Megawide filed the following reports on SEC Form 17-C during the last 6 month period covered
by this Report:
72
Date Filed Particulars
June 7, 2018 Amendment of Notice of Annual Stockholders’ Meeting
June 7, 2018 Foreign Ownership Report and Report on the Number of
Shareholders as of May 31, 2018
July 2, 2018 Results of Annual Stockholders’ Meeting
Results of Organizational Meeting
Amendments to Articles of Incorporation
July 2, 2018 Press Release Report
July 3, 2018 Clarification of News Reports
July 7, 2018 Foreign Ownership Report and Report on the Number of
Shareholders as of June 30, 2018
July 16, 2018 Disbursement of Proceeds and Progress Report as of June 30,
2018
July 16, 2018 Public Ownership Report and List of Top 100 Shareholders as of
June 30, 2018
August 1, 2018 Declaration of Cash Dividends
August 7, 2018 Foreign Ownership Report and Report on the Number of
Shareholders as of July 31, 2018
August 15, 2018 Press Release Report
September 3, 2018 Clarification of News Reports
September 6, 2018 Foreign Ownership Report and Report on the Number of
Shareholders as of August 31, 2018
September 10, 2018 Material Transactions Report
September 28, 2018 Resignation of Director
October 1, 2018 Declaration of Cash Dividends
October 1, 2018 Approval of Declaration of Cash Dividends and Share Buy-Back
Program
October 1, 2018 Press Release Statement re Declaration of Cash Dividends and
Share Buy-Back Program
October 15, 2018 Public Ownership Report and List of Top 100 Stockholders as of
September 30, 2018
Foreign Ownership Report and Report on the Number of
Shareholders as of September 30, 2018
October 30, 2018 Declaration of Cash Dividend
October 31, 2018 Clarification of News Reports
November 5, 2018 Notice of Analysts’ Briefing
November 8, 2018 Foreign Ownership Report and Report on the Number of
Shareholders as of October 31, 2018
November 12, 2018 Material Transactions Report (Share Buy Back Report)
November 13, 2018 Material Transactions Report (Share Buy Back Report)
November 14, 2018 Material Transactions Report (Share Buy Back Report)
November 20, 2018 Material Transactions Report (Share Buy Back Report)
November 22, 2018 Material Transactions Report (Share Buy Back Report)
November 23, 2018 Material Transactions Report (Share Buy Back Report)
November 26, 2018 Material Transactions Report (Share Buy Back Report)
November 28, 2018 Material Transactions Report (Share Buy Back Report)
December 3, 2018 Material Transactions Report (Share Buy Back Report)
December 6, 2018 Foreign Ownership Report and Report on the Number of
Shareholders as of November 30, 2018
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Please refer to the SEC Forms 17-C previously filed with the SEC.
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