ANNEX G
E. Corporate Governance
12. INVESTMENTS IN SUBSIDIARIES AND AN ASSOCIATE This account consists of the following as of May 31
Explanatory % Interest
Notes Held 2020 2019 2018
Investments in:
Subsidiaries:
Roosevelt College,
Inc. (RCI) 12.1 97.45% P 1,012,418,769 P 1,012,418,769 P 1,012,418,769 FEU Alabang, Inc.
(FEUAI) 12.2 100% 749,999,875 749,999,875 749,999,875
Edustria, Inc. (Edustria) 12.4 51% 254,999,997 - -
East Asia Computer
Center, Inc. (EACCI) 100% 150,104,999 150,104,999 150,104,999
Fern Realty
Corporation (FRC) 38.04% 64,419,300 64,419,300 64,419,300
Far Eastern College –
Silang, Inc. (FECSI) 100% 51,000,000 51,000,000 51,000,000
FEU High School, Inc.
(FEU High) 12.3 100% 9,999,500 9,999,500 9,999,500
Associate – Juliana Management Company, Inc.
(JMCI) 12.5 - - - 7,878,120
P 2,292,942,440 P 2,037,942,443 P 2,045,820,563
Details of subscription payable as of May 31 are as pertain to the following investments:
2020 2019 2018
Edustria P 76,499,997 P - P -
FEU High - - 500,000
P 76,499,997 P - P 500,000
Movement in the University’s subscription payable is presented below.
2020 2019 2018
Balance at beginning of year P - P 500,000 P 488,000,000
Additional subscription 254,999,997 - -
Repayments ( 178,500,000) ( 500,000) ( 487,500,000 )
Balance at end of year P 76,499,997 P - P 500,00
Their place of incorporation which is similar to the place where they operate are summarized as follows:
RCI - J.P. Rizal Street, Lamuan, Marikina City FEUAI - Lot 1, Corporate Woods cor. South Corporate
Avenues, Woods District, Filinvest City, Alabang, Muntinlupa City
Edustria - Blocks R &T Lima Technology Center
Barangay Bugtong na Pulo Lipa City, Batangas
EACCI - P. Paredes Street, Sampaloc, Manila
FRC - Administration Building, FEU Compound, Nicanor Reyes, Sr. Street, Sampaloc, Manila
FECSI - Metrogate Silang Estates, Silang, Cavite FEU High - Nicanor Reyes Street, Sampaloc, Manila
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Similar to the University, RCI, FEUAI, EACCI, FECSI, FEU High and Edustria were established to operate as educational institutions offering general courses of study. FRC, on the other hand, operates as a real estate company leasing most of its investment properties to the University and other related parties.
FEUAI was conferred as a school by the Department of Education and Commission on Higher Education upon completion of its school building. FEUAI started its operations in August 2018.
On April 12, 2019, the University’s BOT approved the incorporation of Edustria, in partnership with the Technological Institute of the Philippines, with the purpose of
delivering educational and other services, particularly the establishment and operation of an educational institution offering enhanced basic education in the Senior High School level.
Accordingly, on August 27, 2019, Edustria was incorporated and became a subsidiary of the University. As of May 31, 2020, Edustria has not yet started educational operations.
However, the Senior and the Junior high school departments are respectively set to welcome its first batch of Grade 11 and Grade 7 students on August 24, 2020 and October 5, 2020.
Although the University holds less than 50% of the voting shares of stock of FRC, it has control over FRC because it is exposed or has right to variable returns from its involvement with FRC and it has the ability to affect those returns through its power over FRC. It is able to do this primarily because the University has the power to cast the majority of votes at meetings of FRC’s BOD and elect its officers. Accordingly, FRC is recognized as a subsidiary of the University.
The shares of stocks of the subsidiaries and associate are not listed in the PSE; hence, the book value based on the latest audited financial statements is the prima facie fair market value of the shares. Management believes that the carrying amounts of the investments as of May 31, 2020, 2019 and 2018 are fully recoverable.
During the years ended May 31, 2020, 2019 and 2018, the University earned dividends from FEU High, EACCI and FRC totaling P347.5 million, P60.8 million and P62.5 million, respectively, as detailed below (see Notes 20.1 and 24.1).
2020 2019 2018
FEU High P 239,988,000 P 29,998,500 P 29,998,500
EACCI 99,999,485 25,839,867 25,839,867
FRC 7,509,000 5,006,000 6,672,998
P 347,496,485 P 60,844,367 P 62,511,365
12.1 Investment in RCI
On May 12, 2016, pursuant to the Share Purchase Agreement (SPA) entered into between FEU and the selling stockholders of RCI for the sale and purchase of 99.42% of RCI’s issued and outstanding shares, the University acquired a total of 235,427 shares of stock of RCI. The acquired shares account for 79.72% of the total outstanding shares of RCI.
During the year ended May 31, 2017, the University acquired additional 52,349 shares of stock of RCI from various selling stockholders of RCI. The additional shares are equivalent to 17.73% of the total outstanding shares of RCI. As of May 31, 2020, 2019 and 2018, the University owns 97.45% of RCI’s total outstanding shares.
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12.2 Investment in FEUAI
In February 2017, the SEC approved the increase in authorized capital stock of FEUAI.
The University subscribed to the increase in authorized common stock of FEUAI totaling 6.5 million shares and of which P162.5 million and P487.5 million have been paid as of May 31, 2017 and 2018, respectively.
No additional investment was made in 2020.
12.3 Investment in FEU High
As of May 31, 2018, the University has subscribed to 100,000 shares of FEU High, equivalent to P10.0 million, of which the University fully paid as of May 31, 2019.
No additional investment was made in 2020.
12.4 Investment in Edustria
The University subscribed to 101,999,997 shares of Edustria at P1.0 par value upon the latter’s incorporation. On September 10, 2019, the University subscribed to an additional 153,000,000 shares. Both subscriptions accounts for 51% of the total subscribed shares as of the respective dates.
As of May 31, 2020, P76.5 million of the University’s total subscription remains unpaid.
12.5 Investment in an Associate
JMCI was established to provide management and technical advice, assistance and
services to commercial, manufacturing and other kinds of enterprises. As of May 31, 2018, management believed that the recoverable amount of its investment in JMCI is higher than the carrying value.
JMCI’s total assets, total liabilities, total equity and net results based on its most recent audited financial statements as of and for the year ended December 31, 2018 were P15.1 million, P2.1 million, P15.1 million and P0.2 million, respectively.
In 2019, the University divested from its interest in JMCI in favor of a certain third party for a total consideration of P147.0 million, which resulted in a gain amounting to
P139.1 million.
The gain on such transaction is presented by the University as part of Other Income (see Note 21 and 24.15).
As of May 31, 2018, management believed that the recoverable amount of its investment in JMCI is higher than the carrying value.
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