SM Prime : 2024 1Q Financial Statements (Amended)

C O V E R S H E E T

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Form Type

Department requiring the report

Secondary License Type, If Applicable

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- 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.