SM Prime : 2024 2Q Financial Statements

C O V E R S H E E T

SEC Registration Number

A S 0 9 4 - 0 0 0 0 8 8

C O M P A N Y N A M E

S M P R I B S I D I A

M E	H O L D I N G S ,	I N C .	A N D S U
R I	E S

PRINCIPAL OFFICE ( No. / Street / Barangay / City / Town / Province )
7 / F	M O A	S q u a r e ,	S e a s h e l l	L a n e
c o r .		C o r a l	W a y ,	M a l l	o f	A s i a	C
o m p l e x ,	B r g y .	7 6	Z o n e	1 0 ,	C B P
1 - A ,		1 3 0 0	P a s a y	C i t y ,	M e t r o	M a
n i l a ,	P h i l i p p i n e s
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
	2,324						June 30
				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 2nd Quarter of 2024

(Form Type)

N/A

Amendment Designation

June 30, 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 JUNE 30, 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

9. NA

Former name, former address, and former fiscal year, if changed since last report.

10. 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=140,432,740,000
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 June 30, 2024

(with Comparative Audited Consolidated

Balance Sheet as at December 31, 2023)

SM PRIME HOLDINGS, INC. AND SUBSIDIARIES

INTERIM CONSOLIDATED BALANCE SHEET

June 30, 2024

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

(Amounts in Thousands)

	June 30,	December 31,
	2024	2023
	(Unaudited)	(Audited)
ASSETS
Current Assets
Cash and cash equivalents (Notes 5, 17, 20 and 21)	P=33,777,585	=31,816,802P
Receivables and contract assets (Notes 6, 12, 17, 20 and 21)	74,383,589	76,952,202
Real estate inventories (Notes 7 and 10)	79,736,129	77,886,781
Equity instruments at fair value through other comprehensive income
(FVOCI) (Notes 8, 20 and 21)	776,237	747,840
Derivative assets (Notes 20 and 21)	839,497	2,247,073
Prepaid expenses and other current assets (Note 9)	26,599,266	27,804,930
Total Current Assets	216,112,303	217,455,628
Noncurrent Assets
Equity instruments at FVOCI - net of current portion
(Notes 8, 17, 20 and 21)	18,568,508	19,570,212
Investment properties (Notes 10 and 21)	570,152,987	545,074,746
Investments in associates and joint ventures (Note 11)	33,687,124	32,431,195
Deferred tax assets - net	1,557,090	1,492,359
Derivative assets - net of current portion (Notes 20 and 21)	4,750,984	3,276,971
Other noncurrent assets (Notes 12, 17, 20 and 21)	132,146,866	124,026,464
Total Noncurrent Assets	760,863,559	725,871,947
	P=976,975,862	=943,327,575P
LIABILITIES AND EQUITY
Current Liabilities
Loans payable (Notes 13, 17, 20 and 21)	P=37,358,547	=4,288,964P
Accounts payable and other current liabilities (Notes 14, 17, 20 and 21)	101,368,179	99,077,428
Current portion of long-term debt (Notes 15, 17, 20 and 21)	74,793,497	67,746,351
Derivative liabilities (Notes 20 and 21)	-	7,423
Income tax payable	1,351,265	1,295,842
Total Current Liabilities	214,871,488	172,416,008
Noncurrent Liabilities
Long-term debt - net of current portion (Notes 15, 17, 20 and 21)	271,172,184	294,622,256
Tenants' and customers' deposits - net of current portion
(Notes 14, 20 and 21)	26,861,235	25,301,504
Deferred tax liabilities - net	12,793,127	12,458,096
Derivative liabilities - net of current portion (Notes 20 and 21)	31,923	265,013
Other noncurrent liabilities (Notes 14, 20 and 21)	40,474,432	39,377,662
Total Noncurrent Liabilities	351,332,901	372,024,531
Total Liabilities	566,204,389	544,440,539

	June 30,	December 31,
	2024	2023
	(Unaudited)	(Audited)
Equity Attributable to Equity Holders of the Parent
Capital stock (Notes 16 and 23)	P=33,166,300	=33,166,300P
Additional paid-in capital - net	38,159,900	38,159,900
Cumulative translation adjustment	3,649,492	2,556,139
Net fair value changes of equity instruments at FVOCI (Note 8)	15,965,992	16,938,503
Net fair value changes on cash flow hedges (Note 21)	702,993	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	278,225,455	266,143,815
Treasury stock (Notes 16 and 23)	(2,984,695)	(2,984,695)
Total Equity Attributable to Equity Holders of the Parent	408,023,000	396,196,619
Non-controlling Interests	2,748,473	2,690,417
Total Equity	410,771,473	398,887,036
	P=976,975,862	P=943,327,575

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	Six-Month Periods
	Ended June 30	Ended June 30
	2024	2023	2024	2023
	(Unaudited)		(Unaudited)
REVENUES
Rent (Notes 10 and 17)	P=19,296,236	=17,433,767P	P=37,831,521	=34,527,227P
Real estate sales	10,797,006	10,209,262	19,585,497	18,486,009
Others (Notes 17 and 18)	3,875,531	3,579,033	7,271,227	6,840,611
	33,968,773	31,222,062	64,688,245	59,853,847
COSTS AND EXPENSES (Notes 17 and 19)	17,612,919	16,098,354	33,621,293	30,901,445
INCOME FROM OPERATIONS	16,355,854	15,123,708	31,066,952	28,952,402
OTHER INCOME (CHARGES)
Interest expense (Notes 6, 13, 15 and 17)	(2,701,662)	(2,592,383)	(5,832,086)	(5,229,741)
Interest and dividend income
(Notes 5, 6, 8, 12 and 17)	594,269	489,683	1,112,907	990,292
Others - net (Notes 11, 14 and 15)	(20,333)	(498,663)	804,901	(131,593)
	(2,127,726)	(2,601,363)	(3,914,278)	(4,371,042)
INCOME BEFORE INCOME TAX	14,228,128	12,522,345	27,152,674	24,581,360
PROVISION FOR INCOME TAX (Note 22)	2,391,831	2,309,615	4,640,160	4,714,775
NET INCOME	P=11,836,297	=10,212,730P	P=22,512,514	=19,866,585P
Attributable to:
Equity holders of the Parent (Notes 16 and 23)	P=11,603,759	=10,002,480P	P=22,065,958	=19,444,807P
Non-controlling interests (Note 16)	232,538	210,250	446,556	421,778
	P=11,836,297	=10,212,730P	P=22,512,514	=19,866,585P
Basic/Diluted earnings per share (Note 23)	P=0.402	=0P	.347	P=0.765	=0P	.674
Dividend per share (Note 16)	P=0.346	=0P	.237	P=0.346	=0P	.237

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 Period	Six-Month Period
	Ended June 30	Ended June 30
	2024	2023	2024	2023
	(Unaudited)	(Unaudited)
NET INCOME	P=11,836,297	=10,212,730P	P=22,512,514	=19,866,585P
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)	(3,259,152)	831,641	(972,511)	2,948,128
Items that may be reclassified to profit or loss in
subsequent periods:
Net fair value changes on cash flow hedges
(Note 21)	(416,195)	(424,058)	(376,101)	(1,028,920)
Cumulative translation adjustment	1,135,784	(977,136)	1,093,353	(1,532,300)
	(2,539,563)	(569,553)	(255,259)	386,908
TOTAL COMPREHENSIVE INCOME	P=9,296,734	=9,643,177P	P=22,257,255	=20,253,493P
Attributable to:
Equity holders of the Parent (Note 16)	P=9,064,196	=9,432,927P	P=21,810,699	=19,831,715P
Non-controlling interests (Note 16)	232,538	210,250	446,556	421,778
	P=9,296,734	=9,643,177P	P=22,257,255	=20,253,493P

See accompanying Notes to Interim Condensed Consolidated Financial Statements.

SM PRIME HOLDINGS, INC. AND SUBSIDIARIES

INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 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	‒	-	-	-	-	-	-	22,065,958	-	22,065,958	446,556	22,512,514
Other comprehensive income (loss)	-	-	1,093,353	(972,511)	(376,101)	-	-	-	-	(255,259)	-	(255,259)
Total comprehensive income (loss) for the period	-	-	1,093,353	(972,511)	(376,101)	-	-	22,065,958	-	21,810,699	446,556	22,257,255
Cash dividends	-	-	-	-	-	-	-	(9,992,214)	-	(9,992,214)	-	(9,992,214)
Cash dividends received by a subsidiary	-	-	-	-	-	-	-	7,896	-	7,896	-	7,896
Cash dividends received by a non-controlling interest	-	-	-	-	-	-	-	-	-	-	(388,500)	(388,500)
At June 30, 2024 (Unaudited)	P=33,166,300	P=38,159,900	P=3,649,492	P=15,965,992	P=702,993	(P=1,062,437)	P=42,200,000	P=278,225,455	(P=2,984,695)	P=408,023,000	P=2,748,473	P=410,771,473
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	‒	-	-	-	-	-	-	19,444,807	-	19,444,807	421,778	19,866,585
Other comprehensive income (loss)	-	-	(1,532,300)	2,948,128	(1,028,920)	-	-	-	-	386,908	-	386,908
Total comprehensive income (loss) for the period	-	-	(1,532,300)	2,948,128	(1,028,920)	-	-	19,444,807	-	19,831,715	421,778	20,253,493
Cash dividends	-	-	-	-	-	-	-	(6,844,378)	-	(6,844,378)	-	(6,844,378)
Cash dividends received by a subsidiary	-	-	-	-	-	-	-	5,408	-	5,408	-	5,408
Cash dividends received by a non-controlling interest	-	-	-	-	-	-	-	-	-	-	(259,450)	(259,450)
Sale of non-controlling interest	-	867	-	-	-	-	-	-	-	867	283	1,150
At June 30, 2023 (Unaudited)	=33,166,300P	=38,125,060P	=1,902,871P	=17,180,642P	=1,955,685P	(P=928,882)	=42,200,000P	=245,578,121P	(P=2,984,695)	=376,195,102P	=2,112,727P	=378,307,829P

See accompanying Notes to Interim Condensed Consolidated Financial Statements.

SM PRIME HOLDINGS, INC. AND SUBSIDIARIES

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in Thousands)

	Six-Month Periods Ended June 31
	2024	2023
	(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax	P=27,152,674	=24,581,360P
Adjustments for:
Depreciation and amortization (Notes 10, 12 and 19)	7,318,594	6,686,329
Interest expense (Notes 6, 13, 15 and 17)	5,832,086	5,229,741
Equity in net earnings of associates and joint ventures (Note 11)	(1,244,400)	(1,111,888)
Interest and dividend income (Notes 5, 6, 8, 12 and 17)	(1,112,907)	(990,292)
Loss on unrealized foreign exchange and fair value
changes on derivatives - net	141,603	88,279
Operating income before working capital changes	38,087,650	34,483,529
Decrease (increase) in:
Receivables and contract assets	(5,865,400)	(9,619,123)
Real estate inventories	(1,675,508)	(500,765)
Prepaid expenses and other current assets	161,120	(1,300,318)
Increase in:
Accounts payable and other liabilities	6,220,670	6,577,501
Tenants' and customers' deposits	1,490,526	766,793
Cash generated from operations	38,419,058	30,407,617
Income tax paid	(4,297,613)	(4,042,134)
Net cash provided by operating activities	34,121,445	26,365,483
CASH FLOWS FROM INVESTING ACTIVITIES
Interest received	785,312	687,966
Dividends received	284,257	251,539
Net additions to investment properties (Note 10)	(29,904,551)	(33,027,358)
Increase in other noncurrent assets	(1,306,303)	(3,517,984)
Net cash used in investing activities	(30,141,285)	(35,605,837)
CASH FLOWS FROM FINANCING ACTIVITIES
Availments of interest-bearing debt (Notes 13 and 15)	90,390,152	76,199,464
Proceeds from matured derivatives	2,501,943	295,300
Payments of:
Interest-bearing debt (Notes 13 and 15)	(78,530,237)	(56,151,683)
Dividends	(10,371,738)	(6,983,149)
Interest	(5,643,921)	(5,059,175)
Lease liabilities	(383,060)	(104,813)
Net cash provided by (used in) financing activities	(2,036,861)	8,195,944
EFFECT OF EXCHANGE RATE CHANGES ON
CASH AND CASH EQUIVALENTS	17,484	58,081
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS	1,960,783	(986,329)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD	31,816,802	42,060,082
CASH AND CASH EQUIVALENTS AT END OF PERIOD	P=33,777,585	P=41,073,753

See accompanying Notes to Interim Condensed Consolidated Financial Statements.