Seafront's SEC 17 Q 3rd Quarter 2023 (final)

Page 1


From: ICTD Submission <ictdsubmission+canned.response@sec.gov.ph>

Sent: Tuesday, November 7, 2023 3:27 PM

To: Seafront Resources Corporate Affairs <corpaffairs@seafrontresources.com.ph>

Subject: Re: CGFD_SEAFRONT RESOURCES CORPORATION_SEC 17 Q Third Quarter 2023_07November2023

CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.

Thank you for reaching out to ictdsubmission@sec.gov.ph!

Your submission is subject for Verification and Review of the Quality of the Attached Document only for Secondary Reports. The Official Copy of the submitted document/report with Barcode Page (Confirmation Receipt) will be made available after 7 working days via order through the SEC Express at https://secexpress.ph/. For further clarifications, please call (02) 8737-8888.

Please be informed of the reports that shall be filed only through ictdsubmission@sec.gov.ph.

Pursuant to SEC MC Circular No. 3 s 2021, scanned copies of the printed reports with wet signature and proper notarization shall be filed in PORTABLE DOCUMENT FORMAT (pdf) through email at ictdsubmission@sec.gov.ph such as the following SECONDARY REPORTS:

1. 17-A 6. ICA-QR 11. IHAR 16. 39-AR 21. Monthly Reports

2. 17-C 7. 23-A 12. AMLA-CF 17. 36-AR 22. Quarterly Reports

3. 17-L 8. 23-B 13. NPM 18. PNFS 23. Letters

4. 17-Q 9. GIS-G 14. NPAM 19. MCG 24. OPC (Alternate Nominee)

5. ICASR 10. 52-AR 15.BP-FCLC 20.S10/SEC-NTCE-EXEMPT

Further, effective 01 July 2023, the following reports shall be

submitted through https://efast.sec.gov.ph/user/login

1. FORM MC 18 7. Completion Report

2. FORM 1 - MC 19 8. Certificate-SEC Form MCG- 2009

3. FORM 2- MC 19 9. Certificate-SEC Form MCG- 2002, 2020 ETC.

4. ACGR 10. Certification of Attendance in Corporate Governance

5. I-ACGR 11. Secretary's Certificate Meeting of Board Directors (Appointment)

6. MRPT

Please be informed that the submission of the abovementioned eleven (11) reports through the ictdsubmission@sec.gov.ph shall no longer be accepted. For further information, please access this link Notice for guidance on the filing of reports:

Likewise, the following reports shall be filed through the Electronic Filing and Submission Tool (eFAST) at https://efast.sec.gov.ph/user/login :

1. AFS 7. IHFS 13. SSF

2. GIS 8. LCFS 14. AFS with Affidavit of No Operation

3. BDFS 9. LCIF 15. AFS with NSPO Form 1,2, and 3

4. FCFS 10. OPC_AO 16. AFS with NSPO Form 1,2,3 and 4,5,6

5. FCIF 11. PHFS 17. FS - Parent

6. GFFS 12. SFFS 18. FS – Consolidated

For the submission and processing of compliance in the filing of Memorandum Circular No. 28 Series of 2020, please visit this link –https://apps010.sec.gov.ph/

For your information and guidance.

Thank you.

The contents of this e-mail message and any attachments are confidential and are intended solely for the addressee. The information may also be legally privileged. This transmission is sent in trust, for the sole purpose of delivery to the intended recipient. If you have received this transmission in error, any use, reproduction or dissemination of this transmission is strictly prohibited. If you are not the intended recipient, please immediately notify the sender via e-mail or phone and delete this message and its attachments, if any.

The contents of this e-mail message and any attachments are confidential and are intended solely for the addressee. The information may also be legally privileged. This transmission is sent in trust, for the sole purpose of delivery to the intended recipient. If you have received this transmission in error, any use, reproduction or dissemination of this transmission is strictly prohibited. If you are not the intended recipient, please immediately notify the sender via e-mail or phone and delete this message and its attachments, if any.

QUARTERLYREPORTPURSUANTTOSECTION11 OFTHESECURITIESSREGULATIONCODE(SRC) ANDSRCRULE17(a)-1(b)(2)THEREUNDER

1. September30,2023

Forthequarterlyperiodended

2. SECIdentificationNumber 40979

3. SeafrontResourcesCorporation Exactnameofregistrantasspecifiedinitscharter

4. Manila,Philippines

3. BIRTaxIdentificationNo.000-194-465-000

5. (SECUseOnly) Province,countryorotherjurisdiction IndustryClassificationCode: ofincorporation

5. 7th Floor,JMTCondominium,ADBAvenue,OrtigasCenter,PasigCity 1605 Addressofprincipaloffice PostalCode

6. (632)8637-29-17 Registrant’stelephonenumber,includingareacode

7. Notapplicable

Formername,formeraddressandformerfiscalyear,ifchangedsincelastreport

8. SecuritiesregisteredpursuanttoSections8 and12oftheCode,orSections4and8oftheRSA

TitleofEachClass NumberofSharesofCommonStock Outstanding

Common(parvalueofP1.00/share)

AmountofDebtOutstanding

163,000,000

₱61,615,445

9. AreanyorallofthesecuritieslistedonthePhilippineStockExchange?

AllissuedandoutstandingcommonsharesarelistedinthePhilippineStockExchange

10. Indicatebycheckmarkwhethertheregistrant:

(a) hasfiled allreportsrequiredtobefiledbySection11 oftheSecuritiesRegulationCode(SRC) andSRCRule11(a)-1thereunderandSections26and141oftheCorporationCodeofthePhilippines,during thepreceding12months(orforsuchshorterperiodtheregistrantwasrequiredtofilesuchreports)

Yes[]

(b) hasbeensubjecttosuchfilingrequirementsforthepast90days

Yes[]

PARTIFINANCIALINFORMATION

Item1.FinancialStatements

1. StatementsofFinancialPosition 4

AsofSeptember30,2023,September30,2022andDecember31,2022

2. StatementsofComprehensiveIncome

Forthe3rd quarterendedandninemonthsendedSeptember30,2023 5 andSeptember30,2022

3. StatementofChangesinEquity 6

AsofSeptember30,2023,September30,2022andDecember31,2022

4. StatementofCashflows 7

FortheninemonthsendedSeptember30,2023andSeptember30,2022

5. NotestoFinancialStatements 8-27

Item2.ManagementDiscussionandAnalysisofFinancialConditionandResultsof Operations

1.FinancialCondition–September30,2023andSeptember30,2022

2.ResultsofOperations–FortheQuarterendedSeptember30,2023 andSeptember30,2022

3.FinancialCondition–September30,2023andDecember31,2022

4.ResultsofOperations–FortheNine-monthPeriodendedSeptember30,2023 31 andSeptember30,2022

5.KeyPerformanceIndicators

6.DiscussionofIndicatorsoftheCompany’sLevelofPerformance

SEAFRONTRESOURCESCORPORATION

STATEMENTSOFFINANCIALPOSITION 30-Sep-23 (Unaudited)

ASSETS

CurrentAssets

Cashandcashequivalents(Notes6,7,8and12)

Financialassetsatfairvaluethroughprofitorloss (FVTPL)[Notes7,8and12]

(Notes7,8,9and12)

NoncurrentAssets

Financialassetsatfairvaluethroughother comprehensiveincome(FVOCI)[Notes7,8 and12]

LIABILITIESANDEQUITY

CurrentLiabilities

Accountspayableandaccruedexpenses(Notes7, 11,12and13)

(Unaudited)

(Audited)

Capitalstock-P =1parvalue(Note13) Authorized-388,000,000shares Issuedandoutstanding-163,000,000shares

unrealizedgainsonfinancialassetsatFVOCI (Notes8and13)

(Note13)

See accompanying Notes to Financial Statements.

SEAFRONTRESOURCESCORPORATION

STATEMENTSOFCOMPREHENSIVEINCOME

Dividendincome(Notes8and9)

Netgainonfairvaluechangesonfinancial

assetsatFVTPL(Note8)

EXPENSESANDCHARGES

Itemnottobereclassifiedtoprofitandlossin subsequentperiods:

assetsatFVOCI-netoftax(Notes8and12)

See accompanying Notes to Financial Statements.

Forthe3rdQuarterFortheninemonths

SEAFRONTRESOURCESCORPORATION

STATEMENTSOFCHANGESINEQUITY 30-Sep-23 (Unaudited) 30-Sep-22 (Unaudited) 31-Dec-22 (Audited)

CapitalStock(Note13)

Authorized-388,000,000

NetUnrealizedGainsonFinancialAssetsat

(Notes8and13)

RetainedEarnings(Note13)

See accompanying Notes to Financial Statements.

SEAFRONTRESOURCESCORPORATION

STATEMENTSOFCASHFLOWS

30-Sep-23 30-Sep-22 (Unaudited) (Unaudited)

CASHFLOWSFROMOPERATINGACTIVITIES

Income(loss)beforeincome tax

Adjustmentsfor:

CASHFLOWSFROMINVESTINGACTIVITIES

See accompanying Notes to Financial Statements.

SEAFRONTRESOURCESCORPORATION

NOTESTOFINANCIALSTATEMENTS

1. CorporateInformation

Seafront Resources Corporation (the Company or SRC) was registered with the Securities and Exchange Commission (SEC) on April 16, 1970 as an oil exploration and production company. On October 18, 1996,theCompanyamendeditsArticlesofIncorporationwhichprovidesfortherevision of its primary purpose from engaging in the business of oilexploration and production into a holding companyandtoincludeoilexplorationandproductionbusinessasoneofitssecondarypurposes.The Company’ssharesofstockwerelistedonMay7,1974andarecurrentlytradedatthePhilippineStock Exchange.

The registered office address of the Company is 7th Floor, JMT Building, ADB Avenue, OrtigasCenter,PasigCity.

The accompanying financial statements were approved and authorized for issue by the Board of Directors(BOD).

2. BasisofPreparation

BasisofPreparation

The accompanyingfinancial statements of the Company have been prepared under the historical cost basis,exceptforthefinancialassetsatfairvaluethroughprofitorloss(FVTPL)andfinancialassetsat fairvaluethroughothercomprehensiveincome(FVOCI),whichhavebeenmeasuredatfairvalue. The Company’s financial statements are presented in Philippine Peso (P=), which is also the Company’s functionalandpresentationcurrency.

The Company has investment in trust funds. The transactions and balances of the Company’s trust funds(seeNote7)areconsolidatedonalinebylinebasiswiththeCompany.Thetrustfundreportsare prepared for the same reporting year as the Company, using consistent accounting policies in accordancewithPhilippineFinancialReportingStandards(PFRSs).

StatementofCompliance

The financial statements of the Company have been prepared in accordance with PFRSs. The term PFRSs, in general, includes all applicable PFRSs, Philippine Accounting Standards (PASs) and Interpretations issued by the Standing Interpretations Committee, the Philippine Interpretations Committee(PIC)andtheInternationalFinancialReportingInterpretationsCommittee(IFRIC),which have beenapprovedbythe Philippine Financial Reporting StandardsCouncil (FRSC) andadopted by thePhilippineSEC.

3. ChangesinAccountingPoliciesandDisclosures

Theaccountingpoliciesadoptedareconsistentwiththoseofthepreviousfinancialyear,exceptthatthe Companyadoptedthefollowingnewstandards effectiveas atJanuary1,2023. Theadoptionofthese newstandardsdidnothaveanimpactonthefinancialstatementsofthe Company.

 AmendmentstoPAS1andPFRSPractice Statement2, Disclosure of Accounting Policies

 AmendmentstoPAS8, Definition of Accounting Estimates

 AmendmentstoPAS12, Deferred Tax related to Assets and Liabilities arising from a Single Transaction

StandardsIssuedbutnotyetEffective

Pronouncements issued but not yet effective are listed below. The Company does not expect that the future adoption of the said pronouncements will have a significant impact onits financial statements. TheCompanyintendstoadoptthefollowingpronouncementswhentheybecomeeffective.

Effective beginning on or after January 1, 2024

 AmendmentstoPAS1, Classification of Liabilities as Current or Non-current

 AmendmentstoPFRS16, Lease Liability in a Sale and Leaseback

Effective beginning on or after January 1, 2025

 PFRS17, Insurance Contracts

Deferred effectivity

 AmendmentstoPFRS10, Consolidated Financial Statements,andPAS28, Sale or Contribution of Assets between an Investor and its Associate or Joint Venture

4. SummaryofSignificantAccountingPolicies

CashandCashEquivalents

Cash includes cashon hand and in banks. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash with original maturities of three (3) months or lessandthataresubjecttoaninsignificantriskofchangesinvalue.

FinancialInstruments

Initial recognition and subsequent measurement

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liabilityor equityinstrumentofanotherentity.

Financial assets - Initial recognition and measurement

Financial assets are classified at initial recognition and subsequently measured at amortized cost, FVOCIandFVTPL.

The classification of financial assets at initial recognition depends on the financial asset’s contractual cashflowcharacteristicsandtheCompany’sbusinessmodelformanagingthem.TheCompanyinitially measuresafinancialassetatitsfairvalueplus,inthe caseofafinancialassetnotatfairvaluethrough profitorloss,transactioncosts.

Inorderforafinancialassettobeclassifiedandmeasuredatamortizedcostorfairvaluethroughother comprehensiveincome(FVOCI),itneedstogiverisetocashflowthatare‘solelypaymentsofprincipal andinterest(SPPI)’ontheprincipalamountoutstanding.ThisassessmentisreferredtoastheSPPItest andisperformedataninstrument level.

The Company’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result fromcollectingcontractualcashflows,sellingthefinancialassets,orboth.

Subsequent measurement

Forpurposesofsubsequentmeasurement,financialassetsareclassifiedinfourcategories:

 Financialassetsatamortizedcost(debtinstruments)

 FinancialassetsatFVOCIwithrecyclingofcumulativegainsandlosses(debtinstruments)

 Financial assets designated at FVOCI with no recycling of cumulative gains and losses upon derecognition(equityinstruments)

 FinancialassetsatFVTPL

Financial assets at amortized cost (debt instruments)

TheCompanymeasuresfinancialassetsatamortizedcostifbothofthefollowingconditionsaremet:

 The financial asset is held within a business model with the objective to hold financial assets in ordertocollectcontractualcashflows;and

 Thecontractualtermsofthefinancialassetgiveriseonspecifieddatestocashflowsthataresolely paymentsofprincipalandinterestontheprincipalamountoutstanding.

Financialassetsatamortizedcostaresubsequentlymeasuredusingtheeffectiveinterest(EIR)method and are subject to impairment. Gains and losses are recognized in profit or loss when the asset is derecognized,modifiedorimpaired.

TheCompany’sfinancialassetsat amortizedcostincludescashandcashequivalentsandreceivables.

Financial assets at FVTPL

Financial assets at fair value through profit or loss include financial assets held for trading, financial assets designated upon initial recognition at fair value through profit or loss, or financial assets mandatorily required tobe measured atfair value. Financial assets are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term. Derivatives, including separated embedded derivatives, are also classified as held for trading unless they are designated as effectivehedginginstruments.Financialassetswithcashflowsthatarenotsolelypaymentsofprincipal andinterestareclassifiedandmeasuredatfairvaluethroughprofitorloss,irrespectiveofthebusiness model. Notwithstanding the criteria for debt instruments to be classified at amortized cost or at fair value through OCI, as described above, debt instruments may be designated as at FVTPL on initial recognitionifdoingsoeliminates,orsignificantlyreduces,anaccountingmismatch.

FinancialassetsatFVTPLarecarriedinthestatementoffinancialpositionatfairvaluewithnetchanges infairvaluerecognizedinprofitorloss.

This category includes derivative instruments andquoted equity investments which the Companyhad not irrevocably elected to classify at fair value through OCI. Dividends on quoted equityinvestments arealsorecognizedasotherincomeinprofitorlosswhenthe rightofpaymenthasbeenestablished.

The Company’s financial assets atFVTPL consists of investmentsinquotedequity securitiesheldfor trading.

Financial assets designated at FVOCI (equity instruments)

Uponinitialrecognition,theCompanycanelecttoclassifyirrevocablyitsequityinvestmentsasequity instruments designated at FVOCI when they meet the definition of equity under PAS 32 and are not heldfortrading. Theclassificationisdeterminedonaninstrument-by-instrumentbasis.

Gainsandlossesonthesefinancialassetsareneverrecycledtoprofitorloss.Dividendsarerecognized as other income in profit or loss when the right of payment has been established, except when the

Companybenefitsfromsuchproceedsasarecovery ofpartofthecostof thefinancialasset,inwhich case, such gains are recorded in OCI. Equity instruments designated at FVOCI are not subject to impairmentassessment.

The Company’s financial assets at FVOCI include quoted and unquoted equity securities and quoted governmentsecurities.

Impairment of financial assets

The Companyrecognizes an allowance for expected credit losses (ECLs) for all debt instruments not heldatFVTPL. ECLsarebasedonthedifferencebetweenthecontractualcashflowsdueinaccordance with the contract and all the cash flows that the Company expects to receive, discounted at an approximation ofthe original effective interest rate. The expectedcash flows will include cashflows fromthesaleofcollateralheldorothercreditenhancementsthatare integraltothecontractualterms.

ECLs are recognized in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for whichthere has been a significant increase in credit risk since initial recognition, aloss allowanceisrequiredforcreditlossesexpectedovertheremaininglifeoftheexposure,irrespectiveof thetimingofthedefault(alifetimeECL).

The Company may consider a financial asset to be in default when internal or external information indicates that the Company is unlikely to receive the outstanding contractual amounts in full before takingintoaccountanycreditenhancementsheldbytheCompany.Afinancialassetiswrittenoffwhen thereisnoreasonableexpectationofrecoveringthecontractualcashflows.

Financial liabilities - Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at FVTPL, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.

All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings andpayables,netofdirectlyattributabletransactioncosts.

Subsequent measurement

Themeasurementoffinancialliabilitiesdependsontheirclassification,asdescribedbelow:

 FinancialliabilitiesatFVTPL

 Loansandborrowings

Loans and borrowings

Afterinitialrecognition,interest-bearingloansandborrowingsaresubsequentlymeasuredatamortized cost using the EIR method. Gains and losses are recognized in profit or loss when the liabilities are derecognizedaswellasthroughtheEIRamortizationprocess.

Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the statementofcomprehensiveincome.

The Company’s loans and borrowings include accounts payable and accrued expenses, excluding statutoryliabilities.

Derecognition of financial assets and financial liabilities

Financial assets

Afinancialasset(orwhereapplicable,a partofafinancial asset orpart of agroupof similarfinancial assets)isderecognizedwhen:

 therightstoreceivecashflowsfromtheassethaveexpired;

 theCompanyretainstherightstoreceivecashflowsfromtheasset,buthasassumedanobligation topaytheminfullwithoutmaterialdelaytoathirdpartyundera“pass-through”arrangement;or

 the Company has transferred its right to receive cash flows from the asset and either (a) has transferred substantially all the risks and rewards of the asset, or (b) has neither transferred nor retainedsubstantiallyalltherisksandrewardsoftheasset,buthastransferredcontroloftheasset.

When the Company has transferred its rights to receive cash flows from an asset and has neither transferrednorretainedsubstantiallyalltherisksandrewardsoftheassetnortransferredcontrolofthe asset, the asset is recognized to the extent of the Company’s continuing involvement in the asset. Continuinginvolvementthattakestheformofaguaranteeoverthetransferredassetismeasuredatthe lower of the original carrying amount of the asset andthe maximum amount of consideration that the Companycouldberequiredtorepay.

Financial liabilities

Afinancialliabilityisderecognized whentheobligationundertheliabilityisdischarged,cancelledor hasexpired.

Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modificationistreatedasaderecognitionoftheoriginalliabilityandtherecognitionofanewliability, andthedifferenceintherespectivecarryingamountsisrecognizedinprofitorloss.

Offsetting of Financial Instruments

Financial assets and financial liabilities are set off and the net amount is reported in the statement of financial position if there is a currently enforceable legal right to offset the recognized amounts and thereisanintentiontosettleonanetbasis,ortorealizetheassetandsettletheliabilitysimultaneously.

FairValueMeasurement

Fairvalueisthepricethatwouldbe receivedtosellanassetorpaidtotransferaliabilityinanorderly transactionbetweenmarketparticipantsatthemeasurementdate. Thefairvaluemeasurementisbased onthepresumptionthatthetransactiontoselltheassetortransfertheliabilitytakesplaceeither:

 Intheprincipalmarketfortheassetorliability,or

 Intheabsenceofaprincipalmarket,inthemostadvantageousmarketfortheassetor liability.

Theprincipalorthemostadvantageousmarketmustbeaccessible bytheCompany. Thefairvalueof anassetoraliabilityismeasuredusingtheassumptionsthatmarketparticipantswouldusewhenpricing theassetorliability,assumingthatmarketparticipantsactintheireconomicbestinterest.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs andminimizingtheuseofunobservableinputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorizedwithinthefairvaluehierarchy,describedasfollows,basedonthelowestlevelinputthatis significanttothefair valuemeasurementasawhole:

Level1-Quoted(unadjusted)marketpricesinactivemarketsforidenticalassetsor liabilities

Level 2 - Valuation techniques for which the lowest level input that is significant to the fair valuemeasurementisdirectlyorindirectlyobservable

Level 3 - Valuation techniques for which the lowest level input that is significant to the fair valuemeasurementisunobservable

For assets and liabilities that are recognized in the financial statements on a recurring basis, the CompanydetermineswhethertransfershaveoccurredbetweenLevelsinthe hierarchybyre-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole)attheendofeachreportingperiod.

CapitalStock

Capital stock is measured at par value for all shares issued. Incremental costs incurred directly attributabletotheissuanceofnewsharesareshowninequityasadeductionfromproceeds,netoftax. WhentheCompanypurchasesitsowncapitalstock(treasuryshares),theconsiderationpaid,including any attributable incremental costs, is deducted from equity until the shares are cancelled, reissued or disposed of. Where such shares are subsequently sold or reissued, any consideration received, net of anydirectlyattributableincrementaltransactioncostsandtherelatedtaxeffectsisincludedinequity.

RetainedEarnings

Retained earnings represent accumulated earnings of the Company less dividends declared and with consideration of any changes in accounting policies and other adjustments applied retroactively. The retainedearningsoftheCompanyareavailablefordividendsonlyuponapprovalanddeclarationofthe BOD.

EarningsPerShare(EPS)

Basic earnings per share are computed on the basis of the weighted average number of shares outstandingduringtheyearaftergivingretroactiveeffectforanystockdividendsdeclaredinthecurrent year.

Diluted earningspershare,if applicable, iscomputedonthebasis of the weighted average number of sharesoutstandingduringtheyearplustheweightedaveragenumberofordinarysharesthatwouldbe issuedontheconversionofallthedilutivepotentialordinarysharesintoordinaryshares.Thereareno dilutive potential commonshares that would require disclosure of diluted earnings per common share inthefinancialstatements.

RevenueRecognition

Interest income

Interestincomeisrecognizedastheinterestaccruestakingintoaccounttheeffectiveyieldontheasset.

Dividend income

DividendincomeisrecognizedwhentheCompany’srighttoreceivethepaymentisestablished,which isgenerallywhentheBODapprovesthedividenddeclaration.

Rental income

Rental income under non-cancellable leases is recognized in the statement of comprehensive income onastraight-linebasisovertheleaseterms,asprovidedunderthe termsoftheleasecontract.

Management income

Management income from contacts with customers is recognized when control of the services is transferredtothecustomeratanamountthatreflectstheconsiderationtowhichtheCompanyexpects to be entitled in exchange for those goods. The Company has concluded that it is the principal in its revenue arrangement since it is the primary obligor in all revenue arrangements, has pricing latitude andisalsoexposedtocreditrisk. Managementincomeisrecognizedovertime,usinganinputmethod tomeasureprogresstowardscompletesatisfactionoftheservice,becausethecustomersimultaneously receivesandconsumesthebenefitsprovidedbytheCompany.

GeneralandAdministrativeExpenses

Expenses are recorded when incurred. General and administrative expenses constitute costs of administeringthebusiness.

IncomeTax

Current tax

Currenttaxassetsandliabilitiesforthecurrent andpriorperiodsaremeasuredatthe amountexpected toberecoveredfromorpaidtothetaxationauthorities. Thetaxratesandtaxlawsusedtocomputethe amountarethosethatareenactedorsubstantiallyenactedbythereportingdate.

Deferred tax

Deferred tax is provided on all temporary differences at the reporting date between the tax bases of assetsandliabilitiesandtheircarryingamountsforfinancialreportingpurposes.

Deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized for all deductible temporary differences, carryforward of unused tax credits from excess minimum corporate income tax (MCIT) over regular corporate income tax and unused net operating loss carryover (NOLCO), to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carryforward of unused tax credits from excess MCITandunexpiredNOLCOcanbeutilized.

Thecarryingamountofdeferredtaxassetsisreviewedateachreportingdateandreducedtotheextent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferredtaxassettobeutilized. Unrecognizeddeferredtaxassetsarereassessedateachreportingdate and are recognized to the extent that it has become probable that future taxable profit will allow the deferredtaxassettoberecovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enactedorsubstantiallyenactedatthereportingdate.

ProvisionsandContingencies

ProvisionsarerecognizedwhentheCompanyhasapresentobligation(legalorconstructive)asaresult ofapastevent,itisprobablethatanoutflowofresourcesembodyingeconomicbenefitswillberequired tosettletheobligationandareliableestimatecanbemadeoftheamountoftheobligation. Provisions arereviewedateachreportingdate andadjustedtoreflectthecurrentbestestimate.

Contingent liabilities are not recognized in the financial statements. They are disclosed unless the possibility of an outflow of resources embodying economic benefits is remote. Contingent assets are not recognized in the financial statements but are disclosed when an inflow of economic benefits is probable. Contingent assets are assessed continually to ensure that developments are appropriately reflected in the financial statements. If it has become virtually certain that an inflow of economic benefitswillarise,theassetandthe relatedincomearerecognizedinthefinancialstatements.

EventsAfterthe ReportingDate

Post year-end events up to the date of auditors’ report that provide additional information about the Company’ssituationatthereportingdate(adjustingevents)arereflectedinthefinancialstatements,if any. Postyear-endeventsthatarenotadjustingeventsaredisclosedinthenoteswhenmaterial.

5. SignificantAccountingJudgments,EstimatesandAssumptions

The preparation of the accompanying financial statements requires management to make judgments, estimates and assumptions that affect amounts reported in the financial statements and related notes. The judgments, estimates and assumptions used in the financial statements are based upon management’sevaluationofrelevantfactsandcircumstancesasofthedateoftheCompany’sfinancial statements. Actualresultscoulddifferfromsuchestimates.

Judgments andestimates are contractually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Judgments

In the process of applying the Company’s accounting policies, management has made the following judgments,apartfromthoseinvolvingestimations,whichhasthemostsignificanteffectontheamounts recognizedinthefinancialstatements:

Recognition of deferred tax assets

The Company’s deferred tax assets pertain to the carryforward benefits of NOLCO and excess MCIT overRCIT.Judgmentisrequiredtodeterminetheamountofdeferredtaxassetsthatcanberecognized, based upon the likely timing and level of future taxable profits together with future tax planning strategies.

The Company did not recognize deferred tax assets amounting to P =3.22 million as of December 31, 2022andSeptember30,2023. Managementbelievesthatitmaynotbeprobablethatsufficienttaxable incomewillbeavailableagainstwhichtheincometaxbenefitscanberealizedpriortotheirexpiration.

EstimatesandAssumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the statementsoffinancialpositiondate,thathaveasignificantriskofcausingamaterialadjustmenttothe carryingamountsofassetsandliabilitieswithinthenextfinancialyeararediscussedbelow.

Estimation of fair value of unquoted equity securities classified as financial assets at FVOCI The Company uses its judgment to select the most appropriate valuation methodology to value its unquotedequityinvestmentsandmakeassumptionsthataremainlybasedonmarketconditionsexisting ateachreportingperiod. As ofSeptember30,2023andDecember31,2022,theCompany valuedthe unquoted equity securities classifiedas financial assets at FVOCI using the adjusted net asset method which is a combination of the market and income approaches. It involves directly measuring the fair value of the assets and liabilities of the investee company. Assets of the investee company consist mainlyofparcelsoflandforsalewhichisadjustedtoitsfairvalue. Thefairvalueadjustmentsarising fromchangesinfairvalueofunquotedequitysecuritiesarefullydisclosedinNote8.

6. CashandCashEquivalents

30-Sep-23 31-Dec-22 (Unaudited) (Audited)

Cash in banks earn interest at the prevailing bank deposit rates. Cash equivalents are short-term investmentsthataremadefor varying periodsofuptothree monthsdependingontheimmediatecash requirementsoftheCompanyandearninterestattheprevailingshort-termplacementrates.

Interest income earned on cash in banks and cash equivalents amounted to P =3.03 million and P =0.99 millionasofSeptember30,2023andSeptember30,2022,respectively.

7. InvestmentinTrustFunds

The Company established trust funds (the Trust) which are being administered by a local bank under two trust agreements. The details of the trust funds based on the financial statements issued by the trusteebankareasfollows:

30-Sep-23 31-Dec-22 (Unaudited) (Audited)

The assets, liabilities and performance of the fund are consolidated in the applicable accounts of the Companyforfinancialstatementpresentationpurposes.

8. FinancialAssets

TheCompany’sfinancialassetsaresummarizedbymeasurementcategoriesasfollows:

30-Sep-23 31-Dec-22 (Unaudited) (Audited)

FinancialAssetsatFVTPL

DetailsoffinancialassetsatFVTPLconsistingofquotedequitysecuritiesareasfollows:

30-Sep-23 31-Dec-22 (Unaudited) (Audited)

The net gain on fair value changes on financial assets at FVTPL amounted to P =0.05 million as of September30,2023whilethenetlossonfairvaluechangesonfinancialassetsatFVTPLamountedto P =0.36millionasof September30,2022.

The movements in financial assets at FVTPL as of September 30, 2023 and for the year ended December31,2022areasfollows:

30-Sep-23 31-Dec-22 (Unaudited) (Audited)

FinancialAssetsatFVOCI

FinancialassetsatFVOCIconsistofquotedandunquotedsharesofstockheldforlong-terminvestment purposesandarecarriedatfairvalue. Thecarryingvaluesoftheseinvestmentsareasfollows:

30-Sep-23 31-Dec-22 (Unaudited) (Audited) Quoted

The movements infinancial assetsat FVOCI as of September 30,2023 andyear ended December 31, 2022follow:

30-Sep-23 31-Dec-22 (Unaudited) (Audited)

MovementsinthenetunrealizedgainsonfinancialassetsatFVOCIinequityareasfollows:

30-Sep-23 31-Dec-22 (Unaudited) (Audited)

Dividend income earned on its investments amounted to P =0.17 million as of September 30, 2023 and nilasofSeptember30,2022.

Investment in HEDC

On January 31, 1997, the Company entered into a Project Shareholders’ Agreement with five other companies led by Investment and Capital Corporation of the Philippines (ICCP) and Penta Capital Investment Corporation(PCIC) to develop500to600hectaresofrawlandin Hermosa,Bataanintoa new township consisting of industrial estates, residential communities, a golf and country club and a commercialcenter.

The fair valueofinvestmentinHEDCisdeterminedusingtheadjustednetassetvaluemethod wherein the assets of HEDC consisting mainly of parcels of land are adjusted from cost to its fair value. The valuation of the parcels of land was performed by a SEC-accredited independent appraiser as at December31,2022. ThismeasurementfallsunderLevel3inthefairvaluehierarchy.

Fairvaluemeasurementdisclosuresforthedeterminationoffairvalueofunquotedequitysecuritiesare providedinNote12.

9. Receivables

30-Sep-23 31-Dec-22 (Unaudited) (Audited) Dividendsreceivable P=512,755 P =477,387

fromHEDC 23,025 56,920 P=1,468,585 P =1,065,871

10. OtherIncome

30-Sep-23 30-Sep-22 31-Dec-22 (Unaudited) (Unaudited) (Audited)

Management income pertains to accounting, legal and administrative services rendered by the CompanytoHEDC.

Rentalincomepertainstorentalsearnedfromthetwo(2)parkingslotsownedbytheCompanywhich are classified as investment property. As of September 30, 2023 and December 31, 2022, the cost of parkingslotsamountingtoP =207,598arefullydepreciated.

The fair value of the investment property ranges from P =800,000 to P =1,000,000 per slot as of September30,2023andDecember31,2022. Thishasbeendeterminedonthebasisofrecentsalesof similar properties in the same area as the investment property and taking into account the economic conditions prevailing at the time the valuation was made. The significant unobservableinputs usedin determining the fair value include the location, size, shape, and highest and best use (Level 3 - Significant unobservable inputs). There are no related costs for the operation of the investment property.

11. RelatedPartyTransactions

Relatedpartyrelationshipexistswhenonepartyhastheabilitytocontrol,directly,orindirectlythrough one or more intermediaries, the other party or exercise significant influence over the other party in makingfinancialandoperatingdecisions. Suchrelationshipalsoexistsbetweenand/oramongentities, which are under common control with the reporting enterprises and its key management personnel, directors,oritsshareholders. Inconsideringeachrelatedpartyrelationship,attentionisdirectedtothe substanceoftherelationship,andnotmerelythelegalform.

TheCompanyinitsregularconductofbusinesshasenteredintothefollowingtransactionswithrelated partiesconsistingofreimbursementofexpensesandmanagementandaccountingservicesagreements.

The Company’s financial statements include the following amounts resulting from transactions with relatedparties:

30-Sep-23 (Unaudited)

* included as part of accounts

Affiliate:

and10)

* included as part of accounts payable and accrued expenses

31-Dec-22 (Audited)

Unsecured,no impairment

TheCompanyhasnoemployeesandPERCprovidesadministrativesupporttotheCompany.

On April 1, 2022, the Company entered into a management agreement with PERC. Under the said agreement, PERC provides the Company management and technical services including compliance, administrationandsupervisionof operations,finance and general services. Theagreement took effect onthedate of executionofthemanagementagreementandmaybeterminatedbyeitherpartyupon30 daysofpriorwrittennotice.TheCompanypaysamonthlyservicefeeamountingtoP =35,000,exclusive of VAT. Furthermore, PERC also charges direct costs as an incidence of the performance of services such asrent ofoffice spaceand otheroffice-related costs. Therefore,nocompensationandshort-term benefitsforkeymanagementpersonnelwerechargedinprofitorlossforthequarterendedSeptember 30,2023andyearendedDecember31,2022.

Terms and conditions of transactions with related parties

Outstandingbalancesatyear-endaretobesettledincash. Therehavebeennoguaranteesprovidedor receivedforanyrelatedpartyreceivablesorpayables.

12. FinancialInstruments

CategoriesandFairValuesofFinancialInstruments

The methods and assumptions used by the Company in estimating the fair values of the financial instrumentsare:

Cash and cash equivalents and receivables

Due to the short-term nature of the instruments, carrying amounts approximate fair values as of the reportingdate.

Government securities

Fairvaluesaregenerallybasedonquotedmarketpricesatreportingdate. ThisisunderLevel1category ofthefairvaluehierarchy.

Equity securities

For quoted equity securities, fair values are based on published quoted prices. This is under Level1categoryofthe fairvaluehierarchy.

For unquoted equity securities, fair values are determined using the adjusted net asset value method which involves directly measuring the fair value of the assets and liabilities of the investee company. ThismeasurementfallsunderLevel3inthefairvaluehierarchy.

Accounts payable and accrued expenses

Carryingvaluesapproximatefairvaluesduetotheirshort-termnature.

Descriptionofsignificantunobservableinputstovaluation:

The significant unobservable inputs used in the fair value measurement categorized within Level 3 of the fair value hierarchy together with a quantitative sensitivity analysis as at September 30, 2023 and December31,2022areshownbelow:

Valuation technique Significant unobservableinputs Range

Unquotedequity sharesat FVOCI

Adjustednetasset valuemethod Pricepersquaremeter

The appraised value of the land was determined using the market approach which is a valuation technique that uses prices and other relevant information generated by market transactions involving identical or comparable assets. Net adjustment factors arising from external and internal factors (i.e. location, size/shape/terrain, and development) affecting the subject properties as compared to the marketlistingofcomparablepropertiesrangesfrom-20%to-10%.Significantfavorable(unfavorable) adjustments to the aforementioned factors based on the professional judgment of the independent appraisers would increase (decrease) the fair value of land, in return the fair value of the unquoted financialasset.

FinancialRiskManagementObjectivesandPolicies

TheCompany’sfinancialinstrumentscomprisecashandcashequivalents,receivables,financialassets andaccountspayableandaccruedexpenses. Themainpurposeofthesefinancialinstrumentsistofund its own operations and capital expenditures. The BOD reviews and approves policies for managing these risks. Also, the Audit Committee of the BOD meets regularly and exercises oversight role in managingtheserisks.

Financial Risks

The main financial risks arising from the Company’s financial instruments are liquidity risk, market riskandcreditrisk.

Thetablesbelowsummarize thematurityprofileoftheCompany’sfinancialassetsandliabilitiesas ofSeptember30,2023andDecember31,2022basedoncontractualundiscountedpayments. 30-Sep-23 (Unaudited)

30-Sep-23 (Unaudited)

31-Dec-22 (Audited)

Market risk

Marketriskistheriskoflossonfutureearnings,onfairvaluesoronfuture cashflowsthatmayresult fromchangesinmarketprices. The valueof afinancialinstrumentmaychangeasa resultofchanges in interest rates, foreign currency exchanges rates, commodity prices, equity prices and other market changes. TheCompany’smarketriskemanatesfromitsholdingsindebtandequitysecurities.

The Company closely monitors the prices of its debt and equity securities as well as macroeconomic and entity-specific factorswhichcould directly or indirectly affectthe prices of theseinstruments. In case of an expected declineinits portfolio of equitysecurities,theCompanyreadilydisposesortrades thesecuritiesforreplacementwithmoreviableandlessriskyinvestments.

Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. With respect to credit risk arising from cash and cash equivalents, receivables, financial assets at FVTPL and financial assets at FVOCI, the Company’s exposure to credit risk is equal to the carrying amount of these instruments. The Company limits its creditriskontheseassetsbydealingonlywithreputablecounterparties.

For cash and cash equivalents and quoted government securities, the Company applies the low credit risksimplificationwheretheCompanymeasurestheECLsona12-monthbasisbasedontheprobability of default and loss given default which are publicly available. The Companyalso evaluates the credit rating of the bank and other financial institutions to determine whether the debt instrument has significantlyincreasedincredit riskandtoestimateECLs.

The Companyconsidersitscashand cashequivalentsandquotedgovernment securitiesashighgrade since these are placed in financial institutions of high credit standing. Accordingly, ECLs relating to thesedebtinstrumentsroundstonil.

The Company’s receivables are aged current as of September 30, 2023 and December 31, 2022. No receivablesareconsideredcredit-impaired.

As of September 30, 2023 and December 31, 2022, the carrying values of the Company’s financial instrumentsrepresentmaximumexposure asofreportingdate.

Thetablebelowshowsthecomparativesummaryofmaximumcreditriskexposuresonfinancial instrumentsasofSeptember30,2023andDecember31,2022:

assetsatFVTPL:

assetsatamortizedcost:

atFVOCI:

ThefollowingtablesshowfinancialinstrumentsrecognizedatfairvalueasofSeptember30,2023and December31,2022,analyzedbetweenthose whosefairvaluesare basedon:

1. quotedpricesinactivemarketsforidenticalassetsorliabilities(Level1);

2. thoseinvolvinginputsotherthanquotedpricesincludedinLevel1thatareobservablefortheasset orliability,eitherdirectlyorindirectly(Level2);and

3. those with inputs for the asset or liability that are not based on observable market data (unobservable inputs)(Level3).

30-Sep-23 (Unaudited)

31-Dec-22 (Audited)

TherewerenotransfersbetweenLevel1andLevel2fairvaluemeasurementsandnotransfersintoand outofLevel3fairvaluemeasurementsasofSeptember30,2023andDecember31,2022.

13. CapitalManagement

The primary objective of the Company’s capital management is to ensure that it maintains a strong creditratingandhealthycapitalratiosinordertosupportitsbusinessandmaximizeshareholders’value.

TheCompanymanagesitscapitalstructureandmakesadjustmentstoit,inlightofchangesineconomic conditions. Tomaintainoradjustthecapitalstructure,theCompanymayadjustthedividendpayment toshareholdersorissuenewshares.

TheCompanymonitorscapitalusingadebt-to-equityratio,whichistotaldebtdividedbytotalequity. TheCompanyincludesaspartoftotaldebtthe following:accountspayableandaccruedexpensesand deferred tax liability. Total equity includes capital stock, net unrealized gains on financial assets at FVOCIandretainedearnings.

TheCompanyhasnoexternallyimposedcapitalrequirementsasofSeptember30,2023andDecember 31,2022.

The tablebelowdemonstratesthedebt-to-equityratiosof theCompanyas ofSeptember 30, 2023and December31,2022:

(Unaudited)

(Audited)

Therewerenochangesintheobjectives,policiesorprocessesasofSeptember30,2023andyearended December31,2022.

As of September 30, 2023 and December 31, 2022, the Company recognized deferred tax liability amounting to P =61.19 million which pertains to the setup of 15% deferred tax on unrealized gains on unquotedsharesofstockclassifiedasfinancialassetsatFVOCIsubjecttochangeeveryyear-endupon revaluationoftheinvestmentbyaSEC-accreditedindependent valuer.

TheCompanyhasretainedearningsavailablefordividenddeclarationamountingtoP =93.62millionas ofSeptember30,2023.

TheCompany’strackrecordofcapitalstockisasfollows:

Listingdate-May7,1974 10,000,000,000 P =0.01/share November5,1973

Add(deduct):

50%stockdividend 5,000,000,000 0.01/share November27,1981

60%stockdividend 9,000,000,000

1:2.400stockrightsoffering

October31,1990

September28,1992 1:2.125stockrightsoffering

February8,1994

15%stockdividend 7,500,000,000 0.01/share January 20,1997

Changeinparvaluefrom P =0.01/sharetoP =1.00/share (56,925,000,000) August14,1997

Quasi-reorganization (412,000,000) 1/share October5,1998

Add (deduct):

14. BasicandDilutedEarningsPerShare

ThecomputationsoftheCompany’sbasic earningspershareareasfollows: 30-Sep-23 (Unaudited)

(Unaudited)

(Audited)

TheCompanyhasnopotentiallydilutivecommonstockasofSeptember30,2023,September30,2022, andDecember31,2022.

15. Others

a) The Interim Financial Report as of September 30, 2023 is in compliance with generally accepted accountingprinciples(alleffectivestandardsandinterpretationsunderPFRS).

b) The same policies and methods of computation were followed in the preparation of the interim financialreportcomparedtotheDecember31,2022AuditedFinancialStatements.

c) Therearenounusualitemoritemsthataffectedtheassets,liabilities,equityandcashflowsofthe September30,2023FinancialStatements.

d) TherearenomaterialeventsthathappenedsubsequenttotheendofSeptember30,2023thatmight affecttheresultofsaidfinancialstatements.

e) Earnings (loss) per share is presented in the face of the unaudited statements of income for the periodendedSeptember30,2023andSeptember30,2022.

f) No significant events happened during the quarter that will affect the September 30, 2023 UnauditedFinancialStatements.

g) There are no seasonal aspects that had a material effect on the financial condition or results of operationof theCompany.

h) There is no foreseeable event that will trigger direct or contingent financial obligation that is materialtotheCompany,includinganydefaultofacceleratedobligation.

i) There are no material off-balance sheet transactions, arrangements, obligations and other relationshipoftheCompanywithotherentitiesorpersonsthatwerecreatedduringtheperiod.

j) Therearenochangesinestimatesofamountsreportedinpriorperiodsofthecurrentfinancialyear orchangesinestimatesofamountsreportedinpriorfinancialyearsthatcouldhavematerialeffect inthecurrentperiod.

k) Therearenoissuances,repurchases,repayments,repaymentsofdebtandequitysecurities.

l) Therearenochangesinthecompositionoftheissuerduringtheinterimperiod,includingbusiness combinations, acquisitionor disposal ofsubsidiariesand long term investments, restructuringand discountingoperationsduringtheperiod.

ITEM2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOFOPERATIONS

1.FinancialCondition(AsofSeptember30,2023andSeptember30,2022)

ASSETS

LIABILITIESANDEQUITY

TotalassetsamountedtoP =679.125millionandP =574.849millionasofSeptember30,2023andSeptember 30,2022,respectively.

The Company’s cash and cash equivalents amounted to P =98.954 million as of September 30, 2023 and P =96.932 million as of September 30, 2022. The 2.09% net increase was due to increase in money market placementsoriginallyinvestedatFVOCI.

FinancialassetsatFVTPLamountedtoP =36.875millionandP =35.755millionasofSeptember30,2023and as of September 30, 2022, respectively. The 3.13% increase is due toupwardmovement in market values ofinvestmentsinstockstradedatPSE.

ReceivablesaccountasofSeptember30,2023amountedtoP =1.469millioncomparedtoP =0.432millionas of September 30, 2022. The 240.18% net increase mainly refers to higher accrual for interest receivable from moneymarket placementsand specialcurrent account/savings account(CASA) as a result ofhigher interestratesduringtheperiod.

Other current assets consist of prepayments, prepaid taxes and input tax carry-overs. This amounted to P =1.614 million and P =1.417 million as of September 30, 2023 and September 30, 2022, respectively. The 13.85%netincreasemainlyrepresentsadditionalinputtaxesrecordedduringtheperiod.

Financialassets atFVOCIas of September30,2023 amountedtoP =540.214 million andP =440.313million asofSeptember30,2022. The22.69%netincreaseisduetotherevaluationoftheinvestmentinHEDCat fairmarketvalueasofDecember2022.

Accounts payable and accrued expenses amountedto P =0.430 million andP=0.535million as of September 30, 2023 and September 30, 2022, respectively. The 19.61% net decrease is attributable to settlement of generalandadministrativeexpensesduringtheperiod.

Equity as of as of September 30, 2023amountedtoP =617.509 million or P =3.788 book value per share and P =528.665millionorP =3.243bookvaluepershare asofSeptember30,2022.

2.ResultsofOperations(FortheQuarterendedSeptember30,2023andSeptember30,2022)

30-Sep-2330-Sep-22

TheCompanypostedanetincomeofP =0.439millionorP =0.003earningspershareforthe3rd quarterended September 30, 2023 compared to net loss of P =2.958 million or (P=0.018) loss per share for the 3rd quarter ended September 30, 2022. Net income for the current quarter is mainly due to upward movement of investmentsinstocksduringtheperiod.

Interest income amounted to P =1.082million andP =0.645million for the 3rd quarter of September 30, 2023 and September 30, 2022, respectively. The increase is attributable to higher money market placements as wellashigherinterestratesduringthe period.

Dividend income amounted to P =0.129 million and nil for the 3rd quarter of September 30, 2023 and September30,2022,respectively.Thisquarter’sdividendcamefromvariousstockinvestments.

Other incomeamounted toP =0.08 million, the same amount forthe 3rd quarter ending September 30,2023 and September 30, 2022. This pertains to the rental income from the Company’s owned parking space in TektiteTowersandmanagementservicesrenderedtoHEDC.

GeneralandadministrativeexpensesamountedtoP =0.402million andP =0.604millionfor the3rd quarter of September30,2023andSeptember30,2022,respectively.Currentperiod’sexpenseformanagementfees andrentalfeesisforJuly–September2023whilepriorperiodisfromApril–Septemberuponfinalization ofthecontractwithPERC.

The Company’s net loss on fair value changes on financial assets at FVTPL amounted to P =0.452 million and P =3.080 million for the 3rd quarter of September 30, 2023 and September 30, 2022, respectively. The netdecreaseisattributabletoupwardmovementofinvestmentsinstocksduringtheperiod.

ProvisionforincometaxforthequarterendedSeptember30,2023and2022,pertainstothe2%Minimum CorporateIncomeTax(MCIT) appliedtootherincome.

3.FinancialCondition(AsofSeptember30,2023andDecember31,2022)

LIABILITIESANDEQUITY

Total assets amountedtoP =679.125 million as of September 30, 2023comparedtoP =679.336 million as of December31,2022.

The Company’s cash and cash equivalents amounted to P =98.954 million as of September 30, 2023 compared to P =99.386 million as of December 31, 2022. The slight net decrease of 0.44% pertains to settlementofgeneralandadministrativeexpenses.

Financial assets at FVTPL account as of September 30, 2023 amounted to P =36.875 million compared to P =36.828 million as of December 31, 2022. Minor increase of 0.13% pertains to upward movement in marketvaluesofinvestmentsinstockstradedatPSEduringtheperiod.

Other current assetsas ofSeptember 30,2023 amountedtoP =1.614millioncomparedtoP =1.446millionas of December 31, 2022. The increase of 11.57% is due to additional input taxes and other assets recorded duringtheperiod.

FinancialassetatFVOCIslightlydeclineby0.07%duetolowermarketvalueofinvestmentsinPERCand BenguetCorp.

Accounts payable and accrued expenses amountedto P =0.430 million andP=1.138million as of September 30, 2023 and December 31, 2022, respectively. The 62.21% net decrease accounts for the settlement of payablesandaccrualsduringtheperiod.

Equity asof September30,2023amountedtoP =617.509millionorP3.788bookvalue persharecompared toP =617.013millionor P3.785bookvalueasofDecember31,2022.

4.ResultsofOperations(FortheNine-MonthPeriodendedSeptember30,2023andSeptember 30,2022)

30-Sep-2330-Sep-22

TheCompanypostedanetincomeofP =1.892millionorP =0.012earningspershareasofSeptember30,2023 andnetlossofP =0.377millionorP =0.002losspershareasofSeptember30,2022.

Interest income amounted toP =3.033 million andP =0.992million asof September 30, 2023 and September 30,2022,respectively.Theincreaseisattributabletohigherinterestratesonmoneymarketplacementsand specialCASAduringthe period.

Dividend income amounted to P =0.170 million and nil as of September 30, 2023 and September 30, 2022, respectively.Dividendreceivedfortheperiodarefromvariousstockinvestments.

The Company’s net gain on fair value changes on financial assets at fair value through profit or loss amounted to P =0.047 million as of September 30, 2023 while net loss on fair value changes on financial assetsatfairvaluethroughprofitorlossamountedtoP=0.357millionasofSeptember30,2022,respectively. The increase is due to upward movements in market value of the investments in stocks traded at the PSE fortheperiod.

Otherincome for September30,2023and2022 mainlypertainstothe rental incomefrom the Company’s ownedparkingspaceinTektite TowersandmanagementservicesrenderedtoHEDC.The7.53%increase isduetoreceiptofperdiemfromHEDCforAnnualStockholders’Meeting.

General and administrative expenses amountedtoP =1.620million andP =1.262 millionas of September 30, 2023andSeptember30,2022,respectively.The28.33%netincreaseaccountsforhighermanagementfees, rentalfeesandadvertisementduringthe period.

Provision for income tax as of September 30, 2023 and September 30, 2022 pertains to the Minimum CorporateIncomeTax(MCIT) of2%.

KEYPERFORMANCEINDICATORS(KPI):

The following liquidity and profitability ratios indicate acceptable levels of financial condition and performanceofthecompany:

NetIncome(Loss)/Issued&Outstanding Shares

There is an increase in the Company’s current ratio as of September 30, 2023 as compared to September 30,2022mainlyduetoincreaseincurrentassetsanddecreaseincurrentliabilities.

ThereisanincreaseintheCompany’sdebt-equityratio asof September30,2023comparedtoSeptember 30,2022duetoincreaseintotalliabilitiesandstockholders’equityduringtheperiod.

Asset turnover as of September 30, 2023 is higher compared to September 30, 2022 due to increase in revenuesandassetsduringtheperiod.

Please refer to Financial Soundness Indicators for additional KPIs DiscussionofIndicatorsoftheCompany’sLevelofPerformance ReceivableManagement

TheCompany’sreceivablesreportedintheStatementsofFinancialPositionincludethefollowing:

1. CashDividendsfromvariousstockinvestments.

2. AccruedInterestReceivablefromtheCompany’sshortterminvestmentsasofSeptember30,2023 ofwhichtheCompanywillreceiveuponmaturity.

Furthermore, the Company manages its receivables by monitoring on a regular basis to ensure timely executionofnecessaryinterventionsefforts.

LiquidityManagement

The Company has substantial investments in shares of stock which are not listed in the Philippine Stock Exchange and may not be readily convertible to liquid assets necessary to meet any potential additional liquidity requirements of the Company. Investment in unquoted securities included in financial assets at FVOCIamountedtoP =507.957millionasofSeptember30,2023andDecember31,2022.

Managementof liquidity requires aflow andstockperspective. Constraint such as political environment, taxation,foreignexchange,interestratesandotherenvironmentalfactorscanimposesignificantrestrictions onfirmsinmanagementoftheirfinancialliquidity.

Seafront has considered the above factors and paid special attention to its cash flow management. The Companyidentifiesallitscashrequirementsforacertainperiodandinvestsunrestrictedfundstomaximize interestearnings,i.e.moneymarketplacements.

RateofReturnofEachStockholder

The Companyhasnoexistingdividend policy. However,theCompanyintendstodeclaredividendsinthe futureoutofitsunrestrictedretainedearningsinaccordancewiththeCorporationCodeofthePhilippines.

CostReductionEffort

In order to minimize expenses, the Company has engaged the services of PetroEnergy Resources Corporationtohandleitslegal,administrative,accountingandtreasuryfunctions.

Financialdisclosuresinviewofthecurrentfinancialcondition

The Company is still on wait-and-see attitude with respect to investing in other businesses. It has no intentionofincreasingitscapitalstock. Thecurrentmarketdoesnotwarrantanaggressivestancetowards investments. The Company is generating its funds from interest earnings on money market placements.

Therearenoknowntrends,demands,commitments,eventsoruncertaintiesthatwillhave materialimpact ontheCompany’sliquidity.

ThePhilippineeconomyisstillaffectedbyeconomiccrisis,resultinginfluctuatingforeignexchangerates and increase stock market uncertainties. Uncertainties including the impact of the COVID 19 pandemic remainastowhetherthecountrywillcontinuetobeaffectedbyregionaltrendsinthecomingmonths. The financial statements do not include any adjustments that might result from these uncertainties. Related effectswillbereportedinthefinancialstatements,astheybecomeknownandestimable.

Assess the financial risks exposures of the Company particularly on currency, interest credit, and market and liquidity risks. If any change thereof would materially affect the financial condition and results of operation of the Company, provide a discussion in the report on quantitative impact or such risks and includeadescriptionof enhancement inthecompany’sriskmanagementpoliciestoaddressthesame.

The Company’s principalfinancialinstrumentsinclude cashandcash equivalents,tradingand investment securities (financial assets at FVTPL) andreceivables.The main purpose of these financial instruments is tofundtheCompany’sworkingcapitalrequirements.

FinancialRiskManagementObjectivesandPolicies

Please refertoNote12

PlanofOperations

A. InvestmentinFinancialassetsatFVOCInottradedinthemarket(InvestmentinHEDC)

As of September30, 2023and September 30, 2022, the Companyholds 11.33% interest in its investment inHermosaEcozoneDevelopmentCorporation(HEDC).

TheManagementofHEDCistakingalleffortstosellitssaleableproperty,proceedsofwhichwillbeused to finance the development of the undeveloped portions of the property. It is also planning to expand the Hermosa Ecozone Industrial Park (HEIP) site of 229 hectares to be carved out of what was previously earmarkedforleisureandresidentialarea.

On June 27, 2023, the President of the Philippines signed the Presidential Proclamation of Hermosa EcozoneIndustrialPark(HEIP)fortheinclusionof20.43hectaresintotheexistingHEIPSpecialEconomic Zone.

B. InvestmentinFinancialAssetsatFVTPLandFVOCItradedinthemarket

The Company will continue to closely monitor the prices of its securities as well as those specific factors which could directly or indirectly affect the prices of these instruments. Because such investments are subject to price risk due tochanges in market values, an expected decline inthe portfolio will prompt the Companytodispose ortrade thesecurities for replacementwithmore viableandlessriskyinvestmentsin thefuture.

WiththeCompany’scurrentcashposition,itcansustainitsneedsforoperatingexpenses.Theonlypossible materialcommitmentisacashcallfromHEDC,ofwhichisnotexpectedtocallinthenexttwelvemonths. Thus,itdoesnotintendtoraiseadditionalfunds.

Aside from the Company’s investments stated above, there are noother researches or development plans, andpurchaseorsaleofsignificantequipmentthattheCompanyexpectsperform.

PARTII-OtherInformation

The Company hasnootherinformationthatneeds to be disclosed otherthandisclosures made underSEC Form17-C(ifany).

SEAFRONTRESOURCESCORPORATION

SUPPLEMENTARYINFORMATIONANDDISCLOSURESREQUIREDONSRC RULE68ASAMENDED SEPTEMBER30,2023

Philippine Securities and Exchange Commission (SEC) issued the amended Securities Regulation Code RuleSRCRule68whichconsolidatesthetwoseparate rulesandlabeledintheamendmentas“PartI”and “Part II”,respectively. Italsoprescribedtheadditionalinformationandschedulerequirementsforissuers ofsecuritiestothepublic.

BelowaretheadditionalinformationandschedulesrequiredbyRevisedSRCRuleNo.68,thatarerelevant totheCompany. ThisinformationispresentedforpurposesoffilingwiththeSECandisnotrequiredpart ofthebasicfinancialstatements.

ScheduleA.FinancialAssets

BelowisthedetailedscheduleoftheCompany’sfinancialassetsasofSeptember30,2023:

NameofIssuingEntityandAssociationof EachIssue

atFVTPL Equity

Numberof Sharesor Principal Amountof BondsandNotes

Shown inthe

NameofIssuingEntityandAssociationof EachIssue

FinancialassetsatFVOCI Debtequities

Quoted:

Unquoted:

Numberof Sharesor Principal Amountof Bondsand Notes AmountShown inthe Statementof

Thefairvalueforfinancialinstrumentstradedinactivemarketsatthereportingdateisbasedontheirquoted market price without any deduction for transaction costs. For securities in which current bid and asking

pricesarenotavailable,thepriceofthemostrecenttransactionprovidesevidenceofthecurrentfair value as long as there has not been a significant change in economic circumstances since the time of the transaction.

For unquotedfinancial securities, the Company uses its judgment to select the most appropriate valuation methodology to value its unquoted equity investments and make assumptions that are mainly based on market conditions existing at each reporting period. It involves directly measuring the fair value of the assets andliabilitiesofthe investee company,asmainly determinedbythe Company’s external appraiser. Assetsoftheinvesteecompanyconsistmainlyofparcelsoflandforsalewhichisadjustedtoitsfairvalue.

Schedule B. Amounts Receivable from Directors, Officers, Employees and Principal Stockholders (Other thanRelatedParties)

The Company has no outstanding receivables from its directors, officers, employees and principal stockholdersasofSeptember30,2023andDecember31,2022.

Schedule C. Amounts Receivable from/Payable to Related Parties which are Eliminated during the ConsolidationofFinancialStatements

Notapplicable.

Schedule D.Long-termDebt

TheCompanyhasnooutstandinglong-termdebtasofSeptember 30,2023andDecember31,2022.

Schedule E.IndebtednesstoRelatedParties(LongTermLoansfromRelatedCompanies)

TheCompanyhasnolong-termindebtednesstorelatedpartiesasofSeptember30,2023andDecember31, 2022.

Schedule F.GuaranteesofSecuritiesofOtherIssuers

The Company does not have guarantees of securities of other issuers as of September 30, 2023 and December31,2022.

ScheduleH.CapitalStock

SEAFRONTRESOURCESCORPORATION

SCHEDULEOFFINANCIALSOUNDNESSINDICATORS

Financial Soundness Indicators

BelowarethefinancialratiosthatarerelevanttotheCompanyforthenine-monthperiodendedSeptember 30,2023,September30,2022andyearendedDecember31,2022:

(Unaudited)

*Earnings before interest, taxes, depreciation and amortization (EBITDA)

RECONCILIATIONOFRETAINED EARNINGSAVAILABLEFORDIVIDEND DECLARATION

SEPTEMBER30,2023

Unadjustedretainedearnings,beginning

Add:Non-actual/unrealizedincomenetoftax

Less:Non-actual/unrealizedincomenetoftax

valuegainadjustments(mark-to-market)

Impairmentlossonavailable-for-salefinancialassets

Netincomeactuallyearnedduringtheperiod 1,845,602

Less:Dividenddeclarationsduringtheperiod

Totalretainedearningsavailablefordividends P=93,617,151

SEAFRONTRESOURCESCORPORATION

MAPOF RELATIONSHIPSOFTHECOMPANIESWITHINTHEGROUP

Group Structure

All existing stockholders as of September 30, 2023 neither constitute control nor significant influence over the Company. Also, the Company’s investments neither constitute control nor significant influence.

SIGNATURES

Pursuant to the requirements of the Securities Regulation Code, the registrant has duly caused this report to be signed on behalfofthe undersigned thereunto duly authorized.

: SEAFRONTRESOURCESCORPORATION

Signature and Title :

Signaftlre and Title :

Date

Turn static files into dynamic content formats.

Create a flipbook
Issuu converts static files into: digital portfolios, online yearbooks, online catalogs, digital photo albums and more. Sign up and create your flipbook.