C O V E R S H E E T

SEC Registration Number

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PRINCIPAL OFFICE ( No. / Street / Barangay / City / Town / Province )

7

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Form Type

Department requiring the report

Secondary License Type, If Applicable

1

7

- Q

C O M P A N Y I N F O R M A T I O N

Company's Email Address

Company's Telephone Number

Mobile Number

8831-1000

Annual Meeting

Fiscal Year

No. of Stockholders

Month/Day

Month/Day

2,332

March 31

CONTACT PERSON INFORMATION

The designated contact person MUSTbe an Officer of the Corporation

Name of Contact Person

Email Address

Telephone Number/s

Mobile Number

Mr. John Nai Peng C. Ong

8831-1000

CONTACT PERSON's ADDRESS

7/F MOA Square, Seashell Lane cor. Coral Way, Mall of Asia Complex, Brgy. 76 Zone 10,

CBP 1-A, 1300 Pasay City, Metro Manila, Philippines

NOTE 1 : In case of death, resignation or cessation of office of the officer designated as contact person, such incident shall be reported to the Commission within thirty (30) calendar days from the occurrence thereof with information and complete contact details of the new contact person designated.

2 : All Boxes must be properly and completely filled-up. Failure to do so shall cause the delay in updating the corporation's records with the Commission and/or non-receipt of Notice of Deficiencies. Further, non-receipt of Notice of Deficiencies shall not excuse the corporation from liability for its deficiencies.

SEC No. AS094-000088

File No.

SM PRIME HOLDINGS, INC.

(Company's Full Name)

7/F MOA Square, Seashell Lane cor. Coral Way, Mall of Asia Complex, Brgy. 76 Zone 10, CBP 1-A,1300 Pasay City, Metro Manila, Philippines(Company's Address)

8831-1000

(Telephone Numbers)

December 31

(Fiscal Year ending)

(Month and Day)

Form 17-Q for the 1st Quarter of 2024

(Form Type)

N/A

Amendment Designation

March 31, 2024

Period Ended Date

N/A

(Secondary License Type and File Number)

SECURITIES AND EXCHANGE COMMISSION

SEC FORM 17-Q

QUARTERLY REPORT PURSUANT TO SECTION 17 OF THE SECURITIES REGULATION CODE AND SRC RULE 17(2)(b) THEREUNDER

  1. For the quarterly period ended MARCH 31, 2024
  2. SEC Identification Number AS094-000088
  3. BIR Tax Identification No. 003-058-789
  4. Exact name of registrant as specified in its charter SM PRIME HOLDINGS, INC.

5. PHILIPPINES

6. (SEC Use Only)

Province, Country or other jurisdiction of

Industry Classification Code:

incorporation or organization

7. 7/F MOA Square, Seashell Lane cor. Coral Way, Mall of Asia Complex, Brgy. 76 Zone 10,

CBP 1-A, Pasay City, Metro Manila, Philippines

_1300_

Address of principal office

Postal Code

8. (632) 8831-1000

Registrant's telephone number, including area code

  1. 10th Floor Mall of Asia Arena Annex Building, Coral Way cor. J.W. Diokno Blvd., Mall of Asia Complex, Brgy. 76, Zone 10, CBP-1A, Pasay City, Philippines
    Former name, former address, and former fiscal year, if changed since last report.
  2. Securities registered pursuant to Sections 8 and 12 of the SRC, or Sec. 4 and 8 of the RSA

Number of Shares of Common Stock

Title of Each Class

Outstanding and Amount of Debt Outstanding

Common shares P=1 Par Value

28,879,231,694

Debt Securities - Retail Bonds

P=135,432,740,000

11. Are any or all of these securities listed on a Stock Exchange.

Yes [X]

No [ ]

If yes, state the name of such stock exchange and the classes of securities listed therein:

Philippine Stock Exchange Common Shares

12. Check whether the registrant:

  1. has filed all reports required to be filed by Section 17 of the SRC and SRC Rule 17.1 thereunder or Section 11 of the RSA and RSA Rule 11(a)-1 thereunder, and Sections 26 and 141 of The Corporation Code of the Philippines during the preceding 12 months (or for such shorter period that the registrant was required to file such reports);

Yes [X] No [ ]

(b) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

SM Prime Holdings, Inc. and Subsidiaries

Unaudited Interim Condensed Consolidated

Financial Statements

As at March 31, 2024

(with Comparative Audited Consolidated

Balance Sheet as at December 31, 2023)

SM PRIME HOLDINGS, INC. AND SUBSIDIARIES

INTERIM CONSOLIDATED BALANCE SHEET

March 31, 2024

(With Comparative Audited Figures as at December 31, 2023)

(Amounts in Thousands)

March 31,

December 31,

2024

2023

(Unaudited)

(Audited)

ASSETS

Current Assets

Cash and cash equivalents (Notes 5, 17, 20 and 21)

P=32,184,340

=31,816,802P

Receivables and contract assets (Notes 6, 12, 17, 20 and 21)

73,119,341

76,952,202

Real estate inventories (Notes 7 and 10)

78,039,893

77,886,781

Equity instruments at fair value through other comprehensive income

(FVOCI) (Notes 8, 20 and 21)

754,314

747,840

Derivative assets (Notes 20 and 21)

1,565,335

2,247,073

Prepaid expenses and other current assets (Note 9)

26,742,442

27,804,930

Total Current Assets

212,405,665

217,455,628

Noncurrent Assets

Equity instruments at FVOCI - net of current portion

(Notes 8, 17, 20 and 21)

21,850,379

19,570,212

Investment properties (Notes 10 and 21)

556,502,264

545,074,746

Investments in associates and joint ventures (Note 11)

33,006,247

32,431,195

Deferred tax assets - net

1,464,558

1,492,359

Derivative assets - net of current portion (Notes 20 and 21)

3,547,571

3,276,971

Other noncurrent assets (Notes 12, 17, 20 and 21)

130,599,516

124,026,464

Total Noncurrent Assets

746,970,535

725,871,947

P=959,376,200

=943,327,575P

LIABILITIES AND EQUITY

Current Liabilities

Loans payable (Notes 13, 20 and 21)

P=18,842,586

=4,288,964P

Accounts payable and other current liabilities (Notes 14, 17, 20 and 21)

101,270,199

99,077,428

Current portion of long-term debt (Notes 15, 17, 20 and 21)

95,459,157

67,746,351

Derivative liabilities (Notes 20 and 21)

31,557

7,423

Income tax payable

2,005,522

1,295,842

Total Current Liabilities

217,609,021

172,416,008

Noncurrent Liabilities

Long-term debt - net of current portion (Notes 15, 17, 20 and 21)

253,039,074

294,622,256

Tenants' and customers' deposits - net of current portion

(Notes 14, 20 and 21)

25,897,340

25,301,504

Deferred tax liabilities - net

12,505,785

12,458,096

Derivative liabilities - net of current portion (Notes 20 and 21)

119,325

265,013

Other noncurrent liabilities (Notes 14, 20 and 21)

38,746,598

39,377,662

Total Noncurrent Liabilities

330,308,122

372,024,531

Total Liabilities

547,917,143

544,440,539

March 31,

December 31,

2024

2023

(Unaudited)

(Audited)

Equity Attributable to Equity Holders of the Parent

Capital stock (Notes 16 and 23)

P=33,166,300

P=33,166,300

Additional paid-in capital - net

38,159,900

38,159,900

Cumulative translation adjustment

2,513,708

2,556,139

Net fair value changes of equity instruments at FVOCI (Note 8)

19,225,144

16,938,503

Net fair value changes on cash flow hedges (Note 21)

1,119,188

1,079,094

Remeasurement loss on defined benefit obligation

(1,062,437)

(1,062,437)

Retained earnings (Note 16):

Appropriated

42,200,000

42,200,000

Unappropriated

276,606,014

266,143,815

Treasury stock (Notes 16 and 23)

(2,984,695)

(2,984,695)

Total Equity Attributable to Equity Holders of the Parent

408,943,122

396,196,619

Non-controlling Interests

2,515,935

2,690,417

Total Equity

411,459,057

398,887,036

P=959,376,200

=943,327,575P

See accompanying Notes to Interim Condensed Consolidated Financial Statements.

SM PRIME HOLDINGS, INC. AND SUBSIDIARIES

INTERIM CONSOLIDATED STATEMENTS OF INCOME

(Amounts in Thousands, Except Per Share Data)

Three-Month Periods Ended March 31

2024

2023

(Unaudited)

REVENUE

Rent (Notes 10 and 17)

P=18,535,285

=17,093,460P

Real estate sales

8,788,491

8,276,747

Others (Notes 17 and 18)

3,395,696

3,261,578

30,719,472

28,631,785

COSTS AND EXPENSES (Notes 17 and 19)

16,008,374

14,803,091

INCOME FROM OPERATIONS

14,711,098

13,828,694

OTHER INCOME (CHARGES)

Interest expense (Notes 6, 13, 15 and 17)

(3,130,424)

(2,637,358)

Interest and dividend income (Notes 5, 6, 8, 12 and 17)

518,638

500,609

Others - net (Notes 11, 14 and 15)

825,234

367,070

(1,786,552)

(1,769,679)

INCOME BEFORE INCOME TAX

12,924,546

12,059,015

PROVISION FOR INCOME TAX (Note 22)

2,248,329

2,405,160

NET INCOME

P=10,676,217

=9,653,855P

Attributable to:

Equity holders of the Parent (Notes 16 and 23)

P=10,462,199

=9,442,327P

Non-controlling interests (Note 16)

214,018

211,528

P=10,676,217

=9,653,855P

Basic/Diluted earnings per share (Note 23)

P=0.363

=0P .327

See accompanying Notes to Interim Condensed Consolidated Financial Statements.

SM PRIME HOLDINGS, INC. AND SUBSIDIARIES

INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Amounts in Thousands)

Three-Month Periods Ended March 31

2024

2023

(Unaudited)

NET INCOME

P=10,676,217

=9,653,855P

OTHER COMPREHENSIVE INCOME (LOSS)

Items that will not be reclassified to profit or loss in subsequent periods:

Unrealized gain due to changes in fair value of FVOCI securities

(Note 8)

2,286,641

2,116,487

Items that may be reclassified to profit or loss in subsequent periods:

Net fair value changes on cash flow hedges (Note 21)

40,094

(604,862)

Cumulative translation adjustment

(42,431)

(555,164)

2,284,304

956,461

TOTAL COMPREHENSIVE INCOME

P=12,960,521

=10,610,316P

Attributable to:

Equity holders of the Parent (Note 16)

P=12,746,503

=10,398,788P

Non-controlling interests (Note 16)

214,018

211,528

P=12,960,521

=10,610,316P

See accompanying Notes to Interim Condensed Consolidated Financial Statements.

SM PRIME HOLDINGS, INC. AND SUBSIDIARIES

INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2024 AND 2023

(Amounts in Thousands)

Equity Attributable to Equity Holders of the Parent (Notes 16 and 23)

Net fair value

changes of

Net Fair Value

equity

Changes on Remeasurement

Additional

Cumulative

instruments at

Cash Flow

Loss on

Capital Stock

Paid-in

Translation

FVOCI

Hedges

Defined Benefit

Retained Earnings (Note 16)

Treasury Stock

Non-controlling

Total

(Notes 16 and 23)

Capital - Net

Adjustment

(Note 8)

(Note 21)

Obligation

Appropriated

Unappropriated (Notes 16 and 23)

Total

Interests

Equity

At December 31, 2023 (Audited)

P=33,166,300

P=38,159,900

P=2,556,139

P=16,938,503

P=1,079,094

(P=1,062,437)

P=42,200,000

P=266,143,815

(P=2,984,695)

P=396,196,619

P=2,690,417

P=398,887,036

Net income for the period

-

-

-

-

-

-

10,462,199

-

10,462,199

214,018

10,676,217

Other comprehensive income (loss)

-

-

(42,431)

2,286,641

40,094

-

-

-

-

2,284,304

-

2,284,304

Total comprehensive income (loss) for the period

-

-

(42,431)

2,286,641

40,094

-

-

10,462,199

-

12,746,503

214,018

12,960,521

Cash dividends declared to a non-controlling interest

-

-

-

-

-

-

-

-

-

-

(388,500)

(388,500)

At March 31, 2024 (Unaudited)

P=33,166,300

P=38,159,900

P=2,513,708

P=19,225,144

P=1,119,188

(P=1,062,437)

P=42,200,000

P=276,606,014

(P=2,984,695)

P=408,943,122

P=2,515,935

P=411,459,057

At December 31, 2022 (Audited)

=33,166,300P

=38,124,193P

=3,435,171P

=14,232,514P

=2,984,605P

(P=928,882)

=42,200,000P

=232,972,284P

(P=2,984,695)

=363,201,490P

=1,950,116P

=365,151,606P

Net income for the period

-

-

-

-

-

-

9,442,327

-

9,442,327

211,528

9,653,855

Other comprehensive income (loss)

-

-

(555,164)

2,116,487

(604,862)

-

-

-

-

956,461

-

956,461

Total comprehensive income (loss) for the period

-

-

(555,164)

2,116,487

(604,862)

-

-

9,442,327

-

10,398,788

211,528

10,610,316

Sale of non-controlling interest

-

867

-

-

-

-

-

-

-

867

283

1,150

At March 31, 2023 (Unaudited)

=33,166,300P

=38,125,060P

=2,880,007P

=16,349,001P

=2,379,743P

(P=928,882)

=42,200,000P

=242,414,611P

(P=2,984,695)

=373,601,145P

=2,161,927P

=375,763,072P

See accompanying Notes to Interim Condensed Consolidated Financial Statements.

SM PRIME HOLDINGS, INC. AND SUBSIDIARIES

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in Thousands)

Three-Month Periods Ended March 31

2024

2023

(Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES

Income before income tax

P=12,924,546

=12,059,015P

Adjustments for:

Depreciation and amortization (Notes 10, 12 and 19)

3,614,229

3,325,005

Interest expense (Notes 6, 13, 15 and 17)

3,130,424

2,637,358

Equity in net earnings of associates and joint ventures (Note 11)

(577,105)

(563,789)

Interest and dividend income (Notes 5, 6, 8, 12 and 17)

(518,638)

(500,609)

Loss (gain) on:

Unrealized foreign exchange and fair value

changes on derivatives - net

535,381

(120,535)

Disposal of investment properties (Note 10)

23,291

-

Operating income before working capital changes

19,132,128

16,836,445

Increase in:

Receivables and contract assets

(3,722,828)

(1,307,118)

Real estate inventories

(154,420)

(706,623)

Prepaid expenses and other current assets

(22,514)

(1,535,160)

Increase in:

Accounts payable and other liabilities

2,759,894

1,022,742

Tenants' and customers' deposits

598,876

516,295

Cash generated from operations

18,591,136

14,826,581

Income tax paid

(1,453,719)

(1,627,847)

Cash provided by operating activities

17,137,417

13,198,734

CASH FLOWS FROM INVESTING ACTIVITIES

Interest received

295,909

408,967

Dividends received

110,292

140,041

Net additions to investment properties (Note 10)

(14,856,494)

(15,793,311)

Increase in other noncurrent assets

(697,843)

(7,062,719)

Net cash used in investing activities

(15,148,136)

(22,307,022)

CASH FLOWS FROM FINANCING ACTIVITIES

Availments of bank loans and long-term debt (Notes 13 and 15)

19,653,904

11,616,114

Proceeds from matured derivatives

1,132,228

7,600

Payments of:

Long-term debt (Note 15)

(17,100,058)

(16,546,909)

Bank loans (Note 13)

(3,158,774)

(1,007,319)

Interest

(2,121,962)

(2,370,943)

Lease liabilities

(38,905)

(47,939)

Dividends

(1,350)

(15,000)

Net cash used in financing activities

(1,634,917)

(8,364,396)

EFFECT OF EXCHANGE RATE CHANGES ON

CASH AND CASH EQUIVALENTS

13,174

52,192

NET INCREASE (DECREASE) IN CASH AND

CASH EQUIVALENTS

367,538

(17,420,492)

CASH AND CASH EQUIVALENTS AT

BEGINNING OF PERIOD

31,816,802

42,060,082

CASH AND CASH EQUIVALENTS AT END OF PERIOD

P=32,184,340

P=24,639,590

See accompanying Notes to Interim Condensed Consolidated Financial Statements.

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SM Prime Holdings Inc. published this content on 13 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 May 2024 06:44:01 UTC.