COVER SHEET

for
AUDITED FINANCIAL STATEMENTS

SEC Registration Number

A 1 9 9 9 0 4 8 6 4

COMPANY NAME

B L O O M B E R R Y R E S O R T S C O R P O R A T I O N

A N D S U B S I D I A R I E S

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

T h e E x e c u t i v e O f f i c e s , S o l a i r e

R e s o r t & C a s i n o , 1 A s e a n A v e n u

e , E n t e r t a i n m e n t C i t y , T a m b o ,

P a r a ñ a q u e C i t y

Form Type Department requiring the report Secondary License Type, If Applicable
1 7 - A C R M D N A

COMPANY INFORMATION
Company’s Email Address Company’s Telephone Number Mobile Number
[email protected] 8888-8888 -

No. of Stockholders Annual Meeting (Month / Day) Fiscal Year (Month / Day)
92 Every Third Thursday of April December 31

CONTACT PERSON INFORMATION

The designated contact person MUST be an Officer of the Corporation
Name of Contact Person Email Address Telephone Number/s Mobile Number
Gerard Angelo Emilio J. Festin [email protected] 8883-8921 -

CONTACT PERSON’s ADDRESS

The Executive Offices, Solaire Resort & Casino, 1 Asean Avenue, Entertainment City, Tambo
Parañaque City
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.
 SECURITIES AND EXCHANGE COMMISSION

SEC FORM 17-A

ANNUAL REPORT PURSUANT TO SECTION 17

OF THE SECURITIES REGULATION CODE AND SECTION 141
OF THE CORPORATION CODE OF THE PHILIPPINES

1. For the fiscal year ended 31 December 2023

2. SEC Identification Number A1999-04864 3. BIR Tax Identification No. 204-636-102-000

4. Exact name of issuer as specified in its charter BLOOMBERRY RESORTS CORPORATION

5. Philippines . 6. (SEC Use Only)

Province, Country or other jurisdiction of Industry Classification Code:
incorporation or organization

7. The Executive Offices, Solaire Resort & Casino, 1 Asean Avenue,

Entertainment City, Tambo Parañaque City 1701
Address of principal office Postal Code

8. (02) 8883-8921
Issuer's telephone number, including area code

9. N/A
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

Title of Each Class Number of Unclassified Shares

Outstanding

Unclassified Shares, P1.00 par value 11,430,368,194 Shares

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 Unclassified Shares

12. Check whether the issuer:

(a) 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 twelve (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 ninety (90) days.

Yes [x] No [ ]

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13. The aggregate market value of the voting stock held by non-affiliates of the registrant as of
January 31, 2023 are follows:

(a) Total number of shares held by non-affiliates as of January 31, 2024 is 4,248,556,962
shares.

(b) Closing price of the Registrant’s share on the exchange as of January 31, 2024 is P11.18.

(c) Aggregate market price of (a) as of January 31, 2024 is P47,498,866,835.

3
 SEC FORM 17-A

TABLE OF CONTENTS

PART I – BUSINESS AND GENERAL INFORMATION

Item 1. Business 5
Item 2. Properties 19
Item 3. Legal Proceedings 20
Item 4. Submission of Matters to a Vote of Security Holders 23

PART II – SECURITIES OF THE REGISTRANT

Item 5. Market for Issuer’s Equity and Related Stockholder Matters 24

PART III – FINANCIAL INFORMATION

Item 6. Management’s Discussion and Analysis or Plan of Operations 27
Item 7. Consolidated Financial Statements 55
Item 8. Changes in and Disagreements with Accountants of Accounting and
Financial Disclosure 55

PART IV – MANAGEMENT AND CERTAIN SECURITY HOLDERS

Item 9. Directors and Executive Officers 56
Item 10. Executive Compensation 60
Item 11. Security Ownership of Certain Beneficial Owners and Management 62
Item 12. Certain Relationships and Related Transactions 62

PART V – CORPORATE GOVERNANCE

Item 13. Corporate Governance 63

PART VI – EXHIBITS AND SCHEDULES

Item 14. Report on SEC Form 17-C 66

SIGNATURES 68

INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY SCHEDULES 69

4
 PART I - BUSINESS AND GENERAL INFORMATION

Item 1. Business

1.1 Business Development

Bloomberry Resorts Corporation (formerly Active Alliance, Incorporated), referred to as

“Bloomberry” or Parent Company, is incorporated in the Philippines and was registered with the
Securities and Exchange Commission (SEC) on May 3, 1999. Bloomberry was mainly engaged in
the manufacture and distribution of consumer communication and electronic equipment and
operated within the Subic Bay Freeport Zone (SBFZ) until 2003. Effective December 14, 2009, the
lease agreement between Bloomberry and Subic Bay Metropolitan Authority was mutually
rescinded. Bloomberry’s current primary purpose is to subscribe, acquire, hold, sell, assign or
dispose of shares of stock and other securities of any corporation, including those engaged in hotel
and/or gaming and entertainment business, without engaging in dealership in securities or in the
stock brokerage business or in the business of an investment company, to the extent permitted by
law, and to be involved in the management and operations of such investee companies; and to
guarantee the obligations of its subsidiaries or affiliates or any entity in which the Parent Company
has lawful interest.

Bloomberry’s shares of stock are publicly traded in the Philippine Stock Exchange (PSE) under the
ticker BLOOM.

As of December 31, 2011, the Parent Company was a majority-owned subsidiary of Wespac
Holdings Incorporated (WHI). On January 26, 2012, Prime Strategic Holdings, Inc. (PSHI) acquired
60,000,000 shares of Bloomberry, constituting 75% of the outstanding capital stock, from WHI and
other stockholders through a cross sale transaction in the PSE.

On February 6, 2012, PSHI sold 100% of its ownership interest in Sureste Properties, Inc.
= 5.9 billion. As of December 31, 2023, Bloomberry’s subsidiaries
(“Sureste”), to Bloomberry for P
include Sureste and its wholly-owned subsidiary, Bloomberry Resorts and Hotels, Inc. (BRHI),
Bloom Capital B.V and its subsidiary Solaire de Argentina S.A., Solaire Korea Co., Ltd
(“Solaire Korea”) and its subsidiaries Golden & Luxury Co., Ltd (“G&L”) and Muui Agricultural
Corporation (“Muui”), Bloomberry Cruise Terminal, Inc. (“BCTI”), Bloomberrry Resorts Japan, Inc.
(“BRJI”), Solaire Properties Corporation (“SPC”) (formerly Solaire Entertainment Property Holdings
Inc.) and Solaire Resorts Corporation (“SRC”) (collectively referred to as “the Group”).

On February 27, 2012, the SEC approved the increase in the authorized capital stock of the
Company to P = 15 billion divided into 15 billion shares and the following amendments in its articles
of incorporation, among others: change in the corporate name to Bloomberry Resorts Corporation;
change in the primary purpose to that of a holding company; and change in the Parent Company’s
registered office address to Unit 601, 6/F Ecoplaza Building, Chino Roces Avenue Extension,
Makati City. This was further amended to its present address at the Executive Offices of Solaire
Resort & Casino in June 2014.

For the increase in the authorized capital stock, PSHI subscribed to additional 7,265,656,500
shares of Bloomberry.

In May 2012, Bloomberry and its parent company, PSHI, completed a Placing and Subscription
Transaction under which PSHI first sold in a private placement to various institutional investors
1,179,963,700 shares of stock in Bloomberry at P = 7.50 per share. The transaction was crossed
through the Philippine Stock Exchange on May 5, 2012. PSHI then used the proceeds of the
placing transaction to subscribe to an equivalent number of shares in Bloomberry at the same
subscription price of P
= 7.50 per share.

5
A total of 1,297,960,000 new shares were subscribed by PSHI as a result of the foregoing Placing
and Subscription Transaction, including the exercise of the over-allotment option by the stabilizing
agent, CLSA Limited. These shares were listed in the Philippine Stock Exchange on December 7,
2012. On December 18, 2012, PSHI purchased an additional 3,000,000 Bloomberry shares from
the market. As a result, PSHI directly owned 54.64% and indirectly owned 8.48% (through Quasar
Holdings Inc.) equity stake in Bloomberry.

In November 2014, Bloomberry and its parent company, PSHI, completed a Placing and
Subscription Transaction under which PSHI first sold in a private placement to various institutional
investors 435,000,000 shares of stock in Bloomberry at P= 13.00 per share. The net proceeds of the
private placement were used by PSHI to subscribe to the equivalent number of new shares in
Bloomberry at the same subscription price of P
= 13.00 per share.

In September 2023, Bloomberry and Quasar Holdings, Inc. (Quasar), one of its affiliates,
completed another Placing and Subscription Transaction under which Quasar first sold in a private
placement to various institutional investors 559,000,000 shares of stock in Bloomberry at P
= 10.00
per share. Quasar then used the proceeds of the placing transaction to subscribe to an equivalent
number of shares in Bloomberry at the same subscription price of P = 10.00 per share.

Razon & Co. Inc. is Bloomberry’s ultimate parent company as of December 31, 2023 and 2022.

On September 9, 2011, Sureste and BRHI jointly entered into a Management Services Agreement
(MSA) with Global Gaming Philippines, LLC (GGAM) for the technical assistance on all aspects of
planning, design, layout, and construction of the Project within Entertainment City and for services
related to recruitment, selection, and hiring of employees for the Project. GGAM through the
Management Team shall also provide management and other related services upon
commencement of the Project’s commercial operations. Fees per contract amounts to
US$100,000 per month for the technical assistance and US$75,000 monthly for services related to
the preopening operations. Upon commencement of the commercial operations and five years
thereafter, the Group will pay GGAM annual fees equivalent to certain percentages of Sureste’s
and BRHI’s earnings before interest, taxes, depreciation and amortization.

Sureste and BRHI terminated the MSA effective September 12, 2013 because of material breach
of the MSA by GGAM after prior notice and failure of discussions to settle their dispute. GGAM
denies having breached the MSA and alleges that it is BRHI and Sureste who breached the MSA.
The parties have submitted their dispute to arbitration before a 3-member arbitral tribunal in
Singapore under the arbitration rules of the United Nations Commission on International Trade
Law (“UNCITRAL”) using Philippine law as the governing law.

Under the MSA, GGAM was granted an option over the shares of BRHI and Sureste. After the
backdoor listing of Bloomberry the option was granted under an Equity Option Agreement to
purchase up to 921.2 million shares, equivalent to 9.91% of Bloomberry’s outstanding shares (prior
to Bloomberry’s top-up equity offering) from PSHI at a purchase price equivalent to P = 1.00 per
share plus US$15 million. On December 21, 2012, GGAM exercised its option to purchase
921,184,056 shares of Bloomberry from PSHI at the agreed option strike price of P = 1.67 per share
and was crossed through the Philippine Stock Exchange on December 28, 2012. On February 25,
2014, the Makati Regional Trial Court (MRTC) granted the application of BRHI, Sureste and PSHI
for measures of protection in the form of writs of preliminary attachment and preliminary injunction
to restrain GGAM from disposing the Bloomberry shares in order to maintain the status quo.
GGAM filed a petition for review on certiorari with the Court of Appeals against the decision of the
MRTC.

On December 9, 2014, the tribunal issued its Order in Respect of Claimants’ Interim Measures of
Protection, declaring among others, that the February 25, 2014 Order of MRTC is superseded and
that parties are restored to their status quo ante as of January 15, 2014 and allowed GGAM to sell
the shares.

6
GGAM filed a Manifestation with the MRTC concerning the order of the arbitral tribunal and
seeking assistance in the enforcement thereof. BRHI, Sureste and PSHI filed a
Counter-Manifestation on impropriety of GGAM Manifestation given its non-compliance with
requirements of the Special Rules of Court on Alternative Dispute Resolution (Special ADR Rules)
for enforcement of judgment/interim measures of protection. GGAM also filed a Manifestation and
Motion with the Court of Appeals seeking the same relief as that filed with the MRTC. BRHI,
Sureste and PSHI filed a Comment/Opposition arguing against the grant of the Motion with the
Court of Appeals for non-compliance with the Special ADR Rules as well as for forum-shopping. In
a resolution dated May 29, 2015 and affirmed on November 27, 2015, the Court of Appeals
remanded back the case to the MRTC for further proceedings.

On September 20, 2016, the arbitral tribunal issued a partial award on liability. It declared that
1) GGAM has not misled BRHI/Sureste (Respondents) into signing the MSA, and the Respondents
were not justified to terminate the MSA because the services rendered by the Respondent’s
Management Team should be considered as services rendered by GGAM under the MSA,
2) rejected GGAM’s claim that GGAM was defamed by the publicized statements of the Chairman
of BRHI/Sureste, 3) that there is no basis for Respondents to challenge GGAM’s title to the
921,184,056 Bloomberry shares because the grounds for termination were not substantial and
fundamental, thus GGAM can exercise its rights in relation to those shares, including the right to
sell them; 4) reserved its decision on reliefs, remedies and costs to the Remedies Phase which is
to be organized in consultation with the Parties, 5) reserved for another order its resolution on the
request of GGAM: (a) for the Award to be made public, (b) to be allowed to provide a copy of the
Award to Philippine courts, government agencies and persons involved in the sale of the shares,
and (c) to require BRHI/Sureste and Bloomberry to inform Deutsche Bank AG that they have no
objection to the immediate release of all dividends paid by Bloomberry to GGAM.

On August 31, 2017, BRHI and Sureste filed a request for reconsideration of the partial award in
the light of U.S. DOJ and SEC findings of violations of the Foreign Corrupt Practices Act by
GGAM officers Weidner and Chiu, and for false statements and fraudulent concealment by GGAM
in the arbitration. GGAM opposed the request on September 29, 2017. In a decision dated
November 22, 2017, the tribunal denied the request for reconsideration saying it has no authority
to reconsider the partial award under Singapore law. The tribunal said that the courts might be the
better forum to look into the allegations of fraud.

On December 21, 2017, BRHI and Sureste filed a petition in the High Court of Singapore to set
aside the June 20, 2017 judgment of the Court and to either remit the partial award to the tribunal
for correction, or otherwise set aside the partial award based on the fraud allegations previously
raised in the request for reconsideration.

In a resolution dated November 23, 2017, the MRTC affirmed the continuing validity of its February
25, 2014 order and the writ of preliminary injunction and attachment issued pursuant thereto.
GGAM filed a petition for review with the Court of Appeals to question this MRTC order. The Court
of Appeals denied this petition, and GGAM filed a petition in the Supreme Court to question the
decision of the Court of Appeals. This petition is still pending in the Supreme Court.

On September 27, 2019, BRHI and Sureste received the Final Remedies Award of the arbitration
tribunal. The Final Award awarded less than half of the damages sought by GGAM. It provides
that:

a) Respondents pay US$85.2 million as damages for lost management fees to Claimants;
b) Respondents pay US$391,224 as pre-termination fees and expense to Claimants;
c) Respondents pay P = 10,169,871,978.24 for the (921,184,056) GGAM shares in
Bloomberry in exchange for Claimants turning over the Shares after the payment. If
Respondents do not pay for the Shares, GGAM may sell the Shares in the market and
Respondents are directed to take all steps necessary to facilitate this sale.
Respondents will be liable for the difference in the selling price if it is less than the
awarded price;

7
 d) Respondents to take all steps necessary to release to GGAM the cash dividends on the
Shares (currently subject of the injunction of the RTC Makati);
e) Respondents to pay Claimants Cost of US$14,998,052.
f) Post-award interest at the annual rate of 6%, compounded annually, or 50 basis per
month for the pre-termination expenses in (b), beginning 30 days after the Award.

On November 5, 2019, BRHI and Sureste filed in the Singapore High Court an application to set
aside the Final Award on the grounds of fraud and fraudulent concealment among others.

BRHI and Sureste received a decision of the Singapore High Court dated January 3, 2020 in OS
1432 dismissing their petition to vacate and oppose the enforcement of the Partial Award of the
Arbitration Tribunal dated 20 September 2016. The Court said that the FCPA Findings (referring to
the U.S. Department of Justice non-prosecution agreement with Las Vegas Sands and the U.S.
SEC order on Foreign Corrupt Practices Act involving Weidner and Chiu while they were with Las
Vegas Sands) “do not constitute strong and cogent evidence of any species of fraud” raised by
Sureste and BRHI against GGAM. On February 3, 2020, BRHI and Sureste appealed this decision
to the Court of Appeals in Singapore. In a decision dated February 16, 2021, the Singapore Court
of Appeals denied the appeal of BRHI and Sureste.

On May 29, 2020, the Singapore High Court issued a decision dismissing Sureste and BRHI’s
petition to set aside/resist enforcement of the Final Award of the Arbitration Tribunal dated
September 27, 2019.

The Singapore High Court ruled that the “Constructive Remedy,” which requires Sureste and BRHI
to either (1) pay for the Bloomberry shares held by GGAM in exchange for the Bloomberry shares,
or (2) take steps to facilitate GGAM’s sale of the Bloomberry shares, was not outside the scope of
the parties’ arbitration agreement. The Singapore High Court also rejected the challenges based
on the FCPA Findings (referring to the findings of the U.S. Department of Justice and the U.S.
Securities and Exchange Commission regarding conduct by two of GGAM’s four executives during
their tenure at Las Vegas Sands that violated the U.S. Foreign Corrupt Practices Act) and GGAM’s
fraudulent concealment of evidence during the Arbitration. The Singapore High Court likewise
denied the argument that GGAM Netherlands, to which the MSA was assigned, was a sham entity
established solely to evade U.S. and Philippine taxes, because the Arbitration Tribunal rejected the
same argument, and thus, the High Court found that the grant of damages to GGAM Netherlands
is not contrary to Singapore public policy. Costs were charged against Sureste and BRHI.

On June 29, 2020, Sureste and BRHI filed a Notice of Appeal to the Singapore Court of Appeals to
appeal the Singapore High Court’s decision dated May 29, 2020 in case number OS 1385
dismissing Sureste and BRHI’s petition to set aside/resist enforcement of the Final Award of the
Arbitration Tribunal dated September 27, 2019 docketed as CA98. On October 4, 2021, the
Singapore Court of Appeals issued a decision which denied the appeal of BRHI and Sureste
against the decision dated May 29, 2020.

BRHI and Sureste were advised by Philippine counsel that an award of the Arbitral Tribunal can
only be enforced in the Philippines through an order of a Philippine court of proper jurisdiction after
appropriate proceedings taking into account applicable Philippine law and public policy. GGAM
has not filed the required petition to enforce the arbitral award in the Philippines.

On March 29, 2021, GGAM (without GGAM Netherlands joining) sued Enrique K. Razon Jr., BRHI,
Sureste and other companies in the U.S. associated with Mr. Razon in the U.S. District Court in
Southern District of New York. By this suit GGAM wants to enforce in the U.S. against Mr. Razon
personally and companies in the U.S. associated with him the arbitral award that was issued only
against BRHI and Sureste. On March 21, 2022, the court did not grant the motion to dismiss the
complaint of GGAM as against Sureste, BRHI and Mr. Enrique K. Razon Jr. but the court granted
the dismissal of the case against all other defendants. This case remains pending as of December
31, 2023.

GGAM has amended its complaint to allege trespass to chattels against Mr. Razon, to which Mr.
Razon has file a motion to dismiss. On January 11, 2023, the US District Court denied Mr.

8
Razon’s motion to dismiss. BRHI and Sureste maintain their position that the New York court has
no jurisdiction over them as they do not do business in New York nor in the U.S. Mr. Razon
maintains the position that there is no basis to pierce the corporate veil of BRHI and Sureste to
reach him as BRHI and Sureste are owned by Bloomberry, a publicly listed company.

On September 12, 2023, the US District Court granted Mr. Razon’s motion for summary judgment
on the trespass to chattel and declared GGAM did not proffer sufficient evidence of Mr. Razon’s
interference with GGAM’s Bloomberry shares. The court denied the motions and cross-motions for
summary judgment of the parties on the issue of personal jurisdiction over BRHI and Sureste and
on the issue of the enforcement of the arbitral award against Mr. Razon as the alter ego of BRHI
and Sureste. The Court essentially said that the parties have introduced sufficient evidence to
allow a reasonable fact finder to find in their favor, hence there is need for a trial to determine
which side will prevail. The Court also denied without prejudice GGAM’s motion to confirm the
Final Award. The Court held a hearing on the threshold issue of personal jurisdiction over BRHI
and Sureste on January 22 and 23, 2024 with the parties presenting their respective witnesses.
The Court also encouraged the parties to discuss the possible settlement of this case because a
trial on the various issues, if the Court affirms its jurisdiction, will take many years. As of March 1,
2024, the Court has not resolved the threshold issue of jurisdiction and the parties have not reach
any settlement, hence the case remains pending in court.

The Company has marketing offices in the Asian region. Currently, the Company has marketing
presence in Korea, Macau, Singapore, Malaysia, Indonesia, Thailand, Taiwan and Japan.

Solaire Resort North

In 2015, Sureste purchased from the National Housing Authority (NHA) 15,676 square meters of
land in Vertis North, Quezon City Central Business District and was issued Transfer Certificates of
the Title on June 24, 2016. This property is the site of “Solaire Resort North”, BRHI’s second
integrated resort in the Philippines under the same PAGCOR license. The Group started the
excavation work for the said project in July 2019. In line with the ECQ in 2020, construction work
at the site was temporarily halted. Work commenced with limited construction capacity last
June 15, 2020. In 2021 and 2022, construction work was continued subject to strict compliance
with the construction safety guidelines issued by the Inter-Agency Task Force for the Management
of Emerging Infectious Diseases. Solaire Resort North is scheduled for completion and opening in
the first half of 2024.

The Solaire Resort North Project was recognized by the Local Government of Quezon City as a
Priority Project due to its generative employment impact.

Contemplated Investment in Lapu-Lapu Leisure, Inc. and Clark Grand Leisure Corp.
On May 6, 2022, Bloomberry signed a term sheet with PH Travel and Leisure Corp., a subsidiary
of PH Resorts Group Holdings, Inc. which covers the proposed investment of Bloomberry into
Lapu-Lapu Leisure, Inc. and Clark Grand Leisure Corp. which are developing the Emerald Bay
Resort Hotel and Casino in Punta Engano, Lapu-Lapu City, Cebu, and The Base Resort Hotel and
Casino in Clark, Pampanga, respectively. The term sheet is subject to several Conditions to
Closing including:
(a) the execution of mutually acceptable definitive agreements; (b) approval of regulators;
(c) approval of creditors; (d) completion of audited financial statements; (d) corporate approvals,
and cooperation on and satisfactory result of due diligence, among others.

On March 22, 2023, Bloomberry terminated the term sheet because of adverse due diligence
findings and regulatory actions. The parties agreed that the ₱1.0 billion deposit made under the
Term Sheet shall be returned to Bloomberry before the end of 2024.

9
Paniman Project
On May 18, 2022, Bloomberry through SPC entered into an agreement with a group of landowners
comprising Boulevard Holdings Inc., Puerto Azul Land, Inc., Ternate Development Corporation and
Monte Sol Development Corporation (the “Sellers”) for the purchase by SPC of a total of 2,797,768
square meters of land in the Paniman area in Ternate, Cavite at the average price of P2,700 per
square meter. As of December 31, 2023, SPC has purchased 219 lots with a total land area of
1,808,334 square meters.

SPC intends to develop the Paniman property into an integrated resort and entertainment complex
with a world class casino, hotel, golf course, commercial, residential and mixed use development.

While the timeline is yet to be finalized, the development of the Paniman Project is expected to
commence after Solaire Resort North in Vertis North, Quezon City has started its commercial
operations.

Bloomberry is continually exploring potential projects both in the Philippines and other parts of the
world.

1.2 Business of Issuer

Overview

The Parent Company was engaged in the manufacture of printed circuit boards up to 2003. It
ceased commercial operations in December 2003 up until 2011. On February 27, 2012, the SEC
approved the change in its primary purpose to that of a holding company. The Company has
Sureste, BRHI, Bloom Capital B.V., Solaire de Argentina S.A., Solaire Korea, G&L, Muui, BCTI,
BRJI and SEPHI as its subsidiaries. BRHI has 49% shareholdings in Falconer Aircraft
Management Inc., a company engaged in aircraft management.

Sureste Properties, Inc.

Sureste was incorporated in 1993 as a property holding company. On July 2, 2010, Sureste
amended its primary purpose to develop and operate tourist facilities including hotel - casino
entertainment complexes. Sureste is registered with the Philippine Economic Zone Authority
("PEZA") as developer of a hotel project in a PEZA Tourism Economic Zone. As such, Sureste
enjoys certain incentives granted by the government in relation to the hotel component of Solaire
Resorts & Casino, including reduced tax rates. In 2011, in compliance with the requirements of
PEZA, Sureste divested itself of all its non-hotel assets including its ownership in Monte Oro
Resources and Energy Inc. (MORE) and various prime real estate properties. Sureste acquired all
the shares of BRHI on January 12, 2011.

Bloomberry Resorts and Hotels Inc.

On February 27, 2008, BRHI was incorporated as Bloombury Investments Holdings Inc. (BIHI) for
the purpose of developing and operating tourist facilities, including casino-entertainment
complexes with casino, hotel, retail and amusement areas and themed development components.
On April 8, 2009, BRHI was granted a Provisional License by PAGCOR to establish and operate
an integrated casino, hotel and entertainment complex at the Entertainment City in Paranaque
City. On September 21, 2010, the SEC approved the change of BIHI's name to BRHI. On May 7,
2015, BRHI’s Provisional License was replaced with a regular casino Gaming License upon full
completion of the Project, referred to as “Solaire”. The Gaming License has the same terms and
conditions as the Provisional License.

Bloomberry Cruise Terminals Inc.

Bloomberry established BCTI to manage and operate its port terminal assets including the
proposed Solaire Cruise Center and Yacht Harbor. The proposed Solaire Cruise Center and Yacht

10
Harbor were designated by the Tourism Infrastructure and Enterprise Zone Authority as a Tourism
Enterprise Zone.

Bloom Capital B.V.

In 2013, Bloomberry subscribed to 60% of the capital stock of Bloom Capital B.V., a financial
holding entity incorporated in the Netherlands as a private company with limited liability under the
Dutch law on November 21, 2013. On October 23, 2014, Bloomberry acquired the remaining 40%
capital stock of Bloom Capital B.V. In 2014, Bloom Capital B.V. acquired a 94% stake in Solaire
de Argentina S.A. Bloom Capital B.V is currently not in operation. Solaire de Argentina S.A. was
officially liquidated. A Liquidator has been appointed with the only purpose of taking legal custody
of Solaire de Argentina’s record. Solaire de Argentina S.A. has no further obligation to file any
corporate or tax document.

Solaire Korea Co., Ltd.

On December 28, 2014 Bloomberry established, through a nominee, a company named Solaire
Korea, to hold the Group’s investment interest in the Republic of Korea. After a series of stock
subscriptions, Bloomberry came to own 100% of Solaire Korea.
Golden & Luxury Co., Ltd.

On April 24, 2015, Solaire Korea acquired 77.26% of the outstanding shares of G&L.
Subsequently on May 22, 2015, it acquired an additional 18.98% of G&L, bringing Solaire Korea’s
ownership in G&L to 96.23%. On August 20, 2015, Bloomberry acquired 10.00% of the
outstanding shares of G&L from Solaire Korea. G&L is a hotel and casino operator in Jeju Island
in the Republic of Korea.

Muui Agricultural Corporation

On March 8, 2016, Solaire Korea established Muui Agricultural Corporation (Muui) to hold Solaire
Korea’s investment interest in agricultural land in the Muui and Silmi islands pending its
conversion. Solaire Korea owns 90% of Muui.

Bloomberry Resorts Japan, Inc.

In November 2019, Bloomberry acquired 100% of the capital stock of BRJI. The primary purpose
of BRJI is to engage in the business of Integrated Resorts in Japan including planning,
construction and operation as well as other related activities. BRJI is not operational.

Solaire Properties Corporation

On April 29, 2022, Bloomberry established SPC (formerly Solaire Entertainment Properties
Holdings, Inc.) to acquire and subsequently develop a property in Paniman, Ternate, Cavite into an
integrated resort and entertainment complex with a casino, hotel, golf course, commercial,
residential and mixed-use development.

Solaire Resorts Corporation

On October 18, 2022, SRC was incorporated to develop and operate an integrated resort including
a casino duly licensed by the Philippine Amusement and Gaming Corporation, and other relevant
government regulators. It has not commenced operations.

Solaire Resort & Casino

Solaire Resort & Casino (“Solaire”), is the first premium/luxury hotel and gaming resort in
Entertainment City. BRHI, as the license holder, owns and operates the casino while Sureste
owns and operates the hotel and other non-gaming business.

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Upon completion of Phase 1 of Solaire, now referred to as the Bay Tower, BRHI and Sureste
commenced commercial operations on March 16, 2013. Solaire opened with its main gaming area
and initial non-gaming amenities, which included the hotel and a number of food and beverage
outlets.

Phase 1 of Solaire consisted of a casino with an aggregate gaming floor area of approximately
18,500 square meters (including approximately 6,000 square meters of exclusive VIP gaming
areas), with approximately 1,653 slot machines, 295 gaming tables and 88 electronic table games.
Phase 1 had 488 hotel rooms, suites and bayside villas, and 15 specialty restaurants and F&B
outlets including (the number of seats are approximations): a 240-seat Chinese restaurant, a
182-seat Korean restaurant (operated by a third party), a 150-seat Japanese restaurant, a
120-seat Italian restaurant, a 322-seat international buffet/coffee shop, a 170-seat noodle shop, a
150-seat live entertainment lounge, a 406-seat food court, a 20-seat lobby bar, and a 50-seat
lounge area. It has a spa and fitness center, a bayview promenade, and multilevel parking building
with approximately 1,500 parking slots.

On November 22, 2014, Bloomberry opened the Sky Tower, which was previously referred to as
Phase 1A development of Solaire. Contiguous to the existing Solaire Resort and Casino, the Sky
Tower consisted of a 312 all-suite hotel, additional ten VIP gaming salons with 66 gaming tables
and 230 slot machines, an exclusive House of Zhou Chinese restaurant and The Whisky Bar
(previously The Macallan Whisky and Cigar Bar) for VIP patrons, state-of-the art meeting rooms
(“The Forum”), and a lyrical theater (“The Theatre”). The Sky Tower also features two restaurants,
the Waterside Restobar and Oasis Garden Café. The Theatre is a certified 1,740-seat theatre
designed to provide a superior audio-visual experience for a wide range of theatre plays and
musicals, concerts, shows and performing arts. The Forum is a 2,000 square-meter meeting
facility with eight meeting rooms, two boardrooms and a flexible pre-function area. Sky Tower also
features the Sky Range Shooting Club with 5 rifle shooting bays and 15 pistol bays. Sky Tower is
accessible through a multi-level parking garage that can accommodate and secure over 1,050
vehicles. The Shoppes in the Sky Tower features retail stores, including premium brands such as
Louis Vuitton, Dior, Cartier, Yves Saint Laurent, and Prada,among others.

On December 7, 2018, Solaire unveiled The Baccarat Room & Bar (previously The Cigar Bar and
Poker Room), a high-end poker area with eight gaming tables. On February 11, 2019, Solaire
opened the Philippine’s first electronic table games (“ETG”) stadium called “Players Stadium” – an
expansive and colorful entertainment space highlighted by a massive 360 square meter surround
screen. On March 18, 2021, the Solaire Club was unveiled in its new location on Level 3, on what
was previously the grand ballroom. The updated luxury space sprawls over 4,300 square meters
featuring world-class casino facilities, new dining outlets, private salons, and exclusive amenities
that make it one of Asia’s finest gaming offerings. On December 1, 2023, the Solaire Grand
Ballroom was opened in its new location at The Shoppes. The new ballroom’s main event area is
2,400 sqm and seats up to 2,200 guests.

A part of the Solaire parking building in the Sky Tower has been reconfigured and leased out as
office space for BPO businesses.

Coronavirus Pandemic

On January 31, 2020, the World Health Organization (“WHO”) declared the novel coronavirus
acute respiratory disease (now COVID-19) health event as a public health emergency of
international concern. On the same day, the Philippines issued a temporary travel ban covering all
travelers coming from Hubei Province of China. On February 2, 2020, the Philippines banned all
travel to and from China and its two administrative regions, Hong Kong and Macau, to stem the
spread of the virus.

On March 14, 2020, Philippine President Rodrigo Duterte placed Metro Manila under “Enhanced
Community Quarantine” (ECQ). On March 16, 2020, the ECQ was expanded to cover the entire
Luzon island. The ECQ, which is effectively a lockdown, restricts the movement of the population
to contain the pandemic. The ECQ mandated the temporary closure of non-essential shops and
businesses.

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In line with the declaration of ECQ in Metro Manila, PAGCOR announced on March 15, 2020 that
casino operations would be suspended for the duration of the quarantine. The temporary closure
applied to PAGCOR-operated casinos, all licensed and integrated resort casinos, electronic games
(eGames), bingo (traditional and electronic), sports betting, poker, slot machine clubs and other
activities regulated by PAGCOR. Accordingly, all gaming operations in Solaire and the other
integrated resorts in Entertainment City were suspended to comply with PAGCOR’s directive.

The ECQ lasted until May 15, 2020 when Metro Manila transitioned to “Modified Enhanced
Community Quarantine” (MECQ). A more relaxed “General Community Quarantine” (GCQ)
became effective from June 1, 2020, except for two weeks from August 4 to August 18, 2020 when
MECQ was imposed.”

In June 2020, relevant authorities allowed Solaire and other integrated resorts in Entertainment
City to commence limited dry run gaming operations under GCQ. Such dry run operations, which
involve only in-house and select invited guests, are means for operators to fine tune their services
in accordance with new normal protocols. For the time Solaire was open in 2020, it maintained an
invite-only policy and was not open to the public.

Due to the resurgence in COVID-19 cases in March 2021, Metro Manila and nearby provinces
were reverted to ECQ starting March 29, 2021 and transitioned to the less restrictive MECQ on
April 12, 2021. On May 15, 2021, the government placed Metro Manila and other areas to the
more relaxed GCQ. Solaire suspended its operations from March 29, 2021 when Metro Manila
reverted to ECQ and MECQ and reopened on May 15, 2021, as allowed by relevant authorities,
when Metro Manila was relaxed to GCQ.

To rein in the surge in COVID-19 cases due to the Delta variant, Metro Manila was again placed
under ECQ and MECQ from August 6, 2021 to September 15, 2021. During this time, Solaire was
closed to the public.

On September 16, 2021, Metro Manila was placed under GCQ Alert Level 4 and Solaire reopened
keeping to its invite-only policy and limited capacity operations. Starting October 16, 2021,
government eased the quarantine restriction to GCQ Alert Level 3. From November 15 to
December 31, 2021, Metro Manila was placed under GCQ Alert Level 2.

On January 3, 2022, the government again placed Metro Manila under GCQ Alert Level 3 due to
the surge in new cases caused by the highly contagious but less severe COVID-19 Omicron
variant. On February 1, 2022, Metro Manila was placed under GCQ Alert Level 2 and further
eased to GCQ Alert Level 1 on March 1, 2022. Metro Manila remained under GCQ Alert Level 1
throughout the rest of 2022 and 2023. PAGCOR has allowed casinos to open to the public on
limited capacity following guidelines under GCQ Alert Level 1.

On July 22, 2023, Philippine President Ferdinand Marcos Jr. lifted the State of Public Health
Emergency throughout the Philippines relating to COVID-19. Hence there are no more restriction
on the operating capacity of Solaire.

Solaire Resort North

In 2015, Sureste purchased from the National Housing Authority (NHA) 15,676 square meters of
land in Vertis North, Quezon City Central Business District and was issued Transfer Certificates of
the Title on June 24, 2016. This property is the site of “Solaire Resort North,” BRHI’s second
integrated resort in the Philippines under the same PAGCOR license. The Group started the
excavation work for the said project in July 2019. In line with the ECQ in March 2020, construction
work at the site was temporarily halted. Work commenced with limited construction capacity on
June 15, 2020. In 2021 and 2023, construction work was continued subject to strict compliance
with the construction safety guidelines issued by the Inter-Agency Task Force for the Management
of Emerging Infectious Diseases. Solaire Resort North is scheduled for completion and opening in
the first half of 2024.

The Solaire Resort North Project was recognized by the Local Government of Quezon City as a
Priority Project due to its generative employment impact.

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Jeju Sun Hotel & Casino

On April 24, 2015 and subsequently on May 22, 2015, Bloomberry, through its wholly-owned
subsidiary, Solaire Korea, acquired majority ownership of G&L. G&L operated a hotel and casino
property in Jeju, South Korea under the brand name “T.H.E Hotel” and “Lvegas Casino”. Upon
takeover of operations by Bloomberry, the property was rebranded as “Jeju Sun Hotel & Casino”
(“Jeju Sun”). The property consists of a 202-room hotel with 5 Hibiscus rating, 2,000 square
meters of gaming operations with 36 tables and 20 electronic gaming machines. The property has
four food and beverage outlets to service its hotel guests and casino players. In 2018, a
reorganization was implemented separating hotel and casino operations. In the fourth quarter of
2018, Jeju Sun embarked on a renovation project covering 164 rooms, restaurants, lobby, building
façade, sports bar, gym, sauna, back of the house and a new ballroom for the purpose of securing
the 5 Hibiscus rating that is required to keep its gaming license. Renovations were completed in
December 2019.

In response to the COVID-19 situation in South Korea, Jeju Sun began a phased suspension of
operations on March 6, 2020 with full suspension achieved by March 21, 2020. On October 3,
2023, Jeju Sun reopened with limited gaming capacity, hotel and two restaurants.
Contemplated Investment in Lapu-Lapu Leisure, Inc. and Clark Grand Leisure Corp.

On May 6, 2022, Bloomberry signed a term sheet with PH Travel and Leisure Corp., a subsidiary
of PH Resorts Group Holdings, Inc. which covers the proposed investment of Bloomberry into
Lapu-Lapu Leisure, Inc. and Clark Grand Leisure Corp. which are developing the Emerald Bay
Resort Hotel and Casino in Punta Engano, Lapu-Lapu City, Cebu, and The Base Resort Hotel and
Casino in Clark, Pampanga, respectively. The term sheet is subject to several Conditions to
Closing including: (a) the execution of mutually acceptable definitive agreements; (b) approval of
regulators; (c) approval of creditors; (d) completion of audited financial statements; (d) corporate
approvals, and cooperation on and satisfactory result of due diligence, among others.

On March 22, 2023, Bloomberry terminated the term sheet because of adverse due diligence
findings and regulatory actions. The parties agreed that the ₱1.0 billion deposit made under the
Term Sheet shall be returned to Bloomberry before the end of 2024.

Paniman Project

On May 18, 2023, Bloomberry through SPC entered into an agreement with a group of landowners
comprising Boulevard Holdings Inc., Puerto Azul Land, Inc., Ternate Development Corporation and
Monte Sol Development Corporation (the “Sellers”) for the purchase by SPC of a total of 2,797,768
square meters of land in the Paniman area in Ternate, Cavite at the average price of P2,700 per
square meter. As of December 31, 2023, SPC has purchased 219 lots with a total land area of
1,808,334 square meters.

SPC intends to develop the Paniman property into an integrated resort and entertainment complex
with a world class casino, hotel, golf course, commercial, residential and mixed use development.
While the timeline is yet to be finalized, the development of the Paniman Project is expected to
commence after Solaire Resort North in Vertis North, Quezon City has started its commercial
operations.

Competition

As an integrated gaming resort designed, planned and developed according to world-class industry
standards, Solaire competes with integrated tourism resorts and casinos domestically in the
Philippines, as well as in Macau, Malaysia, Singapore and other casinos and resort developments.
Solaire Resort & Casino competes against facilities in the world’s other major gaming centers,
including Las Vegas and Australia. In particular, with respect to VIP customers, the Company
competes primarily with Macau, Malaysia, Cambodia, Vietnam and Australia for customers of
independent junket promoters, while Singapore is a strong competition for Premium Direct
customers.

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The Company competes effectively because of its well-designed facilities and targeted gaming
offerings, as well as the expertise of its current management team in effectively managing gaming
and non-gaming operations, developing events and promotions for the mass market and procuring
business from junket operators throughout the region.

In the Philippine gaming market, the Company is one of only four private gaming operators in
Entertainment City, along with Travellers International Hotel Group, Inc. (“Travellers”), Melco
Resorts and Entertainment (Philippines) Corporation (“Melco Philippines”) and Tiger Resort
Leisure & Entertainment, Inc. (“Tiger”).

In 2018, Landing Resorts Philippines Development Corporation was granted a provisional license
by PAGCOR but it was suspended after the lease contract over its project site was cancelled on
instruction of then-President Rodrigo Duterte for violation of Philippine Build-Operate-Transfer
(“BOT”) Law.

In terms of its integrated tourism resort and tourism business, the Company competes domestically
with both Philippine and foreign-owned hotels and resorts.

With respect to its gaming business in particular, Solaire competes domestically with PAGCOR
gaming facilities, existing privately owned casinos and the facilities, built and operated by the three
other developers in Entertainment City. As of end-2023, there are 9 casino branches and 34
satellite casinos throughout the Philippines owned and/or operated by PAGCOR. In addition,
outside of Entertainment City and Metro Manila, PAGCOR has licensed private casino operators in
special economic zones, including four in Clark Ecozone, one in Poro Point, La Union, and one in
Binangonan, Rizal. PAGCOR has granted provisional licenses for two integrated casino resorts in
in the province of Cebu. Other competitors licensed by government agencies include companies
specializing in horse racing, cockfighting, lotteries, sweepstakes and other smaller-scale gaming
operators.

Travellers opened Newport World Resorts (previously Resorts World Manila) in August 2009, the
first PAGCOR-licensed integrated tourism resort located in the Newport City Cybertourism Zone
(“Newport City”) in the vicinity of Manila’s international airport. Travellers is a joint venture
between Genting Hong Kong Limited (“Genting HK”), a Hong Kong-based gaming operator and a
part of the Genting Group that has facilities worldwide, and Alliance Global Group, Inc. (“AGI”), a
Philippine conglomerate that owns Megaworld Corporation, a large Philippine property developer.
In October 2019, Travellers and its subsidiary, Westside City Resorts World, entered into a co-
development agreement with Suntrust Home Developers, Inc. (“Suntrust”) to develop a Hotel
Casino within Entertainment City. Suntrust is 51% owned by Fortune Noble Ltd., a subsidiary of
LET Group Holdings Ltd. (formerly Suncity Group Holdings Ltd).

City of Dreams Manila (“COD”) is a project of Hong Kong-based Melco Resorts Philippines
(previously known as Melco Crown Philippines) and Belle Corporation thru its subsidiary, Premium
Leisure Corp. COD is an integrated tourism resort near Entertainment City on an approximately
6.2-hectare site, which initially opened its doors to the public in December 2014. COD, which is
solely operated and managed by Melco Resorts Philippines, includes gaming, hotel, retail, dining
and entertainment facilities.

Okada Manila (“Okada”) is a project of Japan-based Universal Entertainment, through its domestic
subsidiary, Tiger Resort Leisure & Entertainment Inc. Okada is an integrated tourism resort which
occupies an area of 44 hectares in New Seaside Drive, Entertainment City. On December 21,
2016, the casino complex was opened for preview and officially commenced casino operations on
December 30, 2016.

The company believes that Solaire can continue to compete effectively against its competitors with
its captured mass and VIP customers in the Philippines and across Asia, as well as through its
superior product and excellent service. Solaire’s features appeal to the preferences of all

15
segments of the Philippine gaming market, which are expected to grow significantly over the years
ahead.

Principal Suppliers/ Service Providers

Sureste and BRHI retain various suppliers including Adventenergy Inc., Pbd Joint Venture,
Crimson Group Inc., Kinetic Phils. Electrical Const., Inc., E.E. Black, Ltd., F.R. Sevilla Industrial &
Development Co, Jardine Schindler Elevator Corp., Mundo Builders Incorporated, Inewvation
International Corporation, Excell Contractors and Developers Inc., Euroasia Marble And Granite
Inc., Computer Support Center Inc, Trilink Technologies, Inc., Alliedbankers Insurance Corporation
and Gomeco Metal Corporation.

Customers

The Company expects that each area of Solaire and its respective facilities and gaming offerings
will meet the needs of each category of customer. Solaire’s world-class facilities are
complemented by extensively trained employees with skillsets tailored to the customer base that
they are serving, allowing Solaire to offer them the best possible gaming experience.

VIP Players

Solaire’s VIP customers are players who are on a rolling chip or revenue share program at Solaire.
These VIP players may come to Solaire directly without any agent or independent gaming
promoter intermediary, or they may be sourced from independent gaming promoters or junket
operators operating in the Philippines and across Asia.

Mass Market

Solaire’s table and slot machine customers who do not fall under the VIP customer segments
mentioned above are classified under Mass Market.

Related Parties

The Company and its subsidiaries, in their ordinary course of business, engage in transactions
with affiliates. The Company’s policy with respect to related party transactions is to ensure that
these transactions are entered into at arm’s length terms comparable to those available from
unrelated third parties.

In considering each possible related entity relationship, attention is directed to the substance of the
relationship, and not merely the legal form.

Intellectual Property, Licenses, Contract and Agreements

Sureste and BRHI, have registered or applied to register trademarks in connection with the
Company’s properties, facilities and development projects. The following trademarks are duly
registered: “Solaire”, “Solaire Manila”, “Solaire Resort & Casino Manila”, “Solaire Resort & Casino”,
“Solaire Resort Entertainment City”, “Solaire Resort North", “Finestra”, “Red Lantern”, “Yakumi”,
“Lucky Noodles”, “Sabong Cards Exclusive at Solaire”, “Fresh” and “Food Court”, “Manyaman”,
“House of Zhou” and “Waterside”. These are brand names under which Sureste and BRHI market
its properties and services. In addition, the respective company logos of BRC, Sureste and BRHI
are likewise duly registered. The Company considers these brand names to be important to its
business since they have the effect of developing brand identification and awareness.

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Sureste and BRHI also possess copyrights for certain proprietary software systems, whose
remaining useful lives range from one to five years. The Group sees to it that its rights for the use
of these software systems are secured at all times to ensure continued use and support from
vendors.

Insurance

Sureste and BRHI maintain insurance which covers incidents such as damage to property; the
transport of gaming chips, playing cards and equipment; monetary loss due to third party and/or
employee theft or fraud; damage to third party property and injury / death to persons; and life,
accident and medical insurance for employees. Each policy has exclusions customary in the
Philippines. Sureste and BRHI also maintain business interruption insurance for Solaire.

Notwithstanding the insurance coverage, damage to its facilities, equipment, machinery, buildings
or other properties as a result of occurrences such as fire, explosion, intentional unlawful act or
natural disaster could nevertheless materially and adversely affect the Company’s financial
condition and results of operations to the extent that such occurrences disrupt the Company’s
normal operations. In addition, there are certain types of risks that are not covered by the
Company’s insurance policies, including acts of war and acts of terrorism.

The Company maintains a director and officers liability insurance, which covers directors and
officers for errors and omissions. The Company does not maintain key personnel insurance for
any of its directors or other members of senior management.

Government License and Regulatory

Provisional License/Gaming License

PAGCOR issued to BRHI a provisional license (“Provisional License”) for the development of an
integrated casino, hotel and entertainment complex within Entertainment City on April 8, 2009.
BRHI is one of four licensees in Entertainment City.

On May 7, 2015, BRHI’s Provisional License was replaced with a regular casino Gaming License
upon full completion of the Project, referred to as “Solaire”. The Gaming License has the same
terms and conditions as the Provisional License. The US$50 million held in escrow under the
Provisional License was released upon issuance of the regular casino gaming license. The
Provisional License, as well as the regular license issued to replace it, is co-terminus with
PAGCOR’s franchise. PAGCOR’s franchise will expire on July 11, 2033 and the license may be
renewed when PAGCOR’s franchise is renewed by law.

Solaire Resort North, BRHI’s second casino resort in the Philippines is covered by the same
PAGCOR license.

PEZA Registration

Sureste is a PEZA-registered Tourism Economic Zone Enterprise for the construction,

development, management and operation of a hotel and entertainment complex within
Entertainment City.

Employees

The Group recruits most of Solaire’s gaming, hotel, food and beverage and other staff locally. The
Group aims to generate jobs in Metro Manila in support of PAGCOR’s policy goals, both directly as
Bloomberry expands and indirectly as the Company stimulates local tourism.

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As of December 31, 2023, the Group employed 6,772 individuals at Solaire, 821 officers and
managers, 1,525 supervisors and 4,426 rank and file employees. These employees serve various
departments including management and administrative, gaming, hotel operations, food and
beverage, property and marketing, among others.

The Group complies with all applicable Philippine labor and employment regulations. The
Company currently has in place internal control systems and risk management procedures to
monitor compliance with labor, employment and other applicable regulations. Going forward, the
Company, through its human resources and legal departments, will continue to monitor all labor
issues to ensure compliance with all applicable labor and employment regulations. Approximately
21% of the Group’s Philippine employees are covered by collective bargaining agreements.

Discussion of Risks

Management has identified major business risk factors affecting the Group as follows: (i) General
Risks Relating to the Group; (ii) Risks Relating to the Gaming License and Regulation of the
Philippine Gaming Industry; (iii) Risks Relating to Future Expansion; (iv) Risks Relating to the
Operation of Solaire; and (iv) Risks Relating to the Philippines.

General Risks Relating to the Group

Solaire has been operational for nearly ten years and is still subject to significant risks and
uncertainties. The Group’s operating history should be considered when determining its future
operating results and prospects.

The Group’s businesses and assets are in the Philippines and South Korea, and a significant
number of its VIP customers are from Greater China, South Korea, Singapore, Thailand, Malaysia
and other parts of Asia. The gaming business is vulnerable to global economic downturns and
pandemics.

Risks Relating to the Gaming License and Regulation of the Philippine Gaming Industry

The Company’s gaming operations are dependent on the Gaming License issued by PAGCOR.

Any additional gaming licenses issued by PAGCOR could increase competition and diminish the
value of the Company’s Gaming License and the Company’s business may be adversely affected
by policy changes or additional conditions on its Gaming License. In 2018, Landing Resorts
Philippines Development Corporation was granted a provisional license by PAGCOR but it was
suspended after the lease contract over its project site was cancelled on instruction of then-
President Rodrigo Duterte for violation of Philippine BOT Law.

New regulations or laws on gaming operations may adversely affect the gaming operations of
BRHI. For example, smoking ban in casinos may have an adverse impact on customers who are
smokers, or a change in tax regime for casinos.

Risks Relating to Future Expansion

The Group’s local and international expansion plans and any further plans to expand Solaire may
not materialize or be successful.

Risks Relating to the Operation of Solaire

The loss of members of the Solaire’s management team may adversely affect the Group’s
operations.

Solaire faces competition in the Philippines and elsewhere in Asia, and it may have difficulty in
competing and gaining the desired market share. The Group also needs to maintain, or develop
additional, successful relationships with reputable independent gaming promoters or junket
operators to be successful as the Philippine gaming industry grows.

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Solaire’s success partly depends on the reputation and integrity of the independent gaming
promoters or junket operators it engages, and the Group may be affected by a lack of probity and
integrity of any such operators. There could also be increased regulation or scrutiny on
independent gaming promoters.

The Group is exposed to risk on credit extended to its clients. Any default by VIP gaming
customers may cause significant volatility in the Group’s revenues and cash flows.

Solaire’s ability to generate revenues depends to a substantial degree on Manila’s development as

a tourist and as a gaming destination. Metro Manila’s transport infrastructure is a key component
for the development of the Philippine’s gaming industry.

Solaire requires a substantial number of qualified managers and employees, and is dependent on
the Group’s ability to recruit, train and retain a sufficient number of such qualified personnel.

Risks Relating to the Philippines

The occurrence of natural catastrophes could adversely affect the Group’s business, financial
condition or results of operations. In addition, political instability in the Philippines could adversely
affect the country and may have a negative effect on the Group. Acts of terrorism could also
destabilize the country and could have a material adverse effect on the Group’s assets and
financial condition.

While the threat of COVID-19 has receded, it still presents an uncertainty after considering the
possibility that new more contagious variants may emerge. At the moment, management cannot
quantify the overall impact of a renewed surge in COVID-19 cases on the Group’s operations in
the coming years.

The Russian invasion of Ukraine and attacks on shipping in the Red Sea and Gulf of Aden have
caused a significant disruptions in global trade resulting in a supply shortage and a surge in food,
fuel and commodity prices. Persistently high inflation will mean a reduction of disposable income
and elevated input costs which could adversely affect the business of the Company.

Item 2. Properties

On May 7, 2010, BRHI entered into a contract of lease with PAGCOR to lease 83,084 square
meters of land for the construction of the hotel, gaming and entertainment facility. The lease
period was for 23 years, and was co-terminus with the term of lessor as provided in the PAGCOR
charter which will expire on July 11, 2033, unless sooner revoked, rescinded or cancelled. The
schedule of the annual lease rental was provided for in the agreement. On May 20, 2011, BRHI
and Sureste entered into a deed of assignment whereby BRHI assigned to Sureste all its rights
and interest as a lessee under the contract of lease with PAGCOR. Such deed of assignment was
approved by PAGCOR on May 26, 2011. BRHI remained solidarily liable to PAGCOR for
Sureste’s compliance with all the obligations and liabilities of the lessee under the contract of
lease. In December 2012, BRHI and Sureste amended the deed of assignment. Pursuant to the
amended deed of assignment and with the consent of PAGCOR, BRHI assigned 89% of its
leasehold rights over the leased land to Sureste and retained the 11% of such rights. In 2013, an
addendum to the contract of lease covering an additional 3,733 square meters of PAGCOR land
was executed. In December 2014, a second addendum to the contract of lease covering 73,542
square meters of PAGCOR land was executed under similar terms and conditions of the original
contract of lease. In late 2017, PAGCOR attempted to auction off the 160,359 square meters of
land covered by the amended contract of lease. After two failed biddings, Sureste was able to
negotiate its acquisition of the said land.

During the first quarter of 2015, the Company signed four real estate sales agreements with
several landowners for the purchase of land with an aggregate area of 12.2 hectares located in
Muui Island in the Republic of Korea. The property is intended to be developed into a leisure and
tourism complex with entertainment facilities and mixed-use developments. The property was
acquired under Solaire Korea. Bloomberry also signed a real estate sales agreement for the
purchase of the Silmi Island in the Republic of Korea. Silmi Island has an area of 20.96 hectares

19
and is adjacent to the 12.2 hectares property in Muui Island. Silmi Island is also intended to be
developed into a leisure and tourism complex with entertainment facilities and mixed use
developments. The Silmi Island property was also acquired by Solaire Korea. On March 8, 2016,
Solaire Korea established Muui Agricultural Corporation to hold Solaire Korea’s investment interest
in agricultural land. As of December 31, 2016, Muui Agricultural Corporation owns a total of 33.16
hectares of agricultural land located in the Muui and Silmi Islands.

In 2015, Sureste purchased from the NHA 15,676 square meters of land in Vertis North, Quezon
City Central Business District and was issued Transfer Certificates of the Title on June 24, 2016.
This property is the site of BRHI’s second integrated resort in the Philippines, “Solaire Resort
North”, under the same PAGCOR license. The Group started the excavation work for the said
project in July 2019 and construction on the resort is ongoing. Solaire Resort North is scheduled
for completion and opening in the first half of 2024.

On May 18, 2022, Bloomberry through SPC entered into an agreement with a group of landowners
for the purchase by SPC of a total of 2,797,768 square meters of land in the Paniman area in
Ternate, Cavite at the average price of P2,700 per square meter. As of December 31, 2023, SPC
has purchased 219 lots with a total land area of 1,808,334 square meters. SPC intends to develop
the Paniman property into an integrated resort and entertainment complex with a world class
casino, hotel, golf course, commercial, residential and mixed use development. The development
of the Paniman Project is expected to commence after Solaire Resort North in Vertis North,
Quezon City has started its commercial operations.

Item 3. Legal Proceedings

BRHI & Sureste vs. GGAM

Sureste and BRHI terminated the MSA effective September 12, 2013 because of material breach
of the MSA by GGAM after prior notice and failure of discussions to settle their dispute. GGAM
denied having breached the MSA and alleged that it was BRHI and Sureste who breached the
MSA. The parties have submitted their dispute to arbitration before a 3-member arbitral tribunal in
Singapore under the arbitration rules of the United Nations Commission on International Trade
Law (“UNCITRAL”) using Philippine law as the governing law.

Under the MSA, GGAM was granted an option over the shares of BRHI and Sureste. After the
backdoor listing of Bloomberry the option was granted under an Equity Option Agreement to
purchase up to 921.2 million shares, equivalent to 9.91% of Bloomberry’s outstanding shares (prior
to Bloomberry’s top-up equity offering) from PSHI at a purchase price equivalent to P = 1.00 per
share plus US$15 million. On December 21, 2012, GGAM exercised its option to purchase
921,184,056 shares of Bloomberry from PSHI at the agreed option strike price of P = 1.67 per share
and was crossed through the Philippine Stock Exchange on December 28, 2012. On February 25,
2014, the Makati Regional Trial Court (MRTC) granted the application of BRHI, Sureste and PSHI
for measures of protection in the form of writs of preliminary attachment and preliminary injunction
to restrain GGAM from disposing the Bloomberry shares in order to maintain the status quo.
GGAM filed a petition for review on certiorari with the Court of Appeals against the decision of the
MRTC.

On December 9, 2014, the tribunal issued its Order in Respect of Claimants’ Interim Measures of
Protection, declaring among others, that the February 25, 2014 Order of MRTC is superseded and
that parties are restored to their status quo ante as of January 15, 2014 and allowed GGAM to sell
the shares.

GGAM filed a Manifestation with the MRTC concerning the order of the arbitral tribunal and
seeking assistance in the enforcement thereof. BRHI, Sureste and PSHI filed a
Counter-Manifestation on impropriety of GGAM Manifestation given its non-compliance with
requirements of the Special Rules of Court on Alternative Dispute Resolution (Special ADR Rules)
for enforcement of judgment/interim measures of protection. GGAM also filed a Manifestation and
Motion with the Court of Appeals seeking the same relief as that filed with the MRTC. BRHI,

20
Sureste and PSHI filed a Comment/Opposition arguing against the grant of the Motion with the
Court of Appeals for non-compliance with the Special ADR Rules as well as for forum-shopping.
In a resolution dated May 29, 2015 and affirmed on November 27, 2015, the Court of Appeals
remanded back the case to the MRTC for further proceedings.

On September 20, 2016, the arbitral tribunal issued a partial award on liability. It declared that
1) GGAM has not misled BRHI/Sureste (Respondents) into signing the MSA, and the Respondents
were not justified to terminate the MSA because the services rendered by the Respondent’s
Management Team should be considered as services rendered by GGAM under the MSA,
2) rejected GGAM’s claim that GGAM was defamed by the publicized statements of the Chairman
of BRHI/Sureste, 3) that there is no basis for Respondents to challenge GGAM’s title to the
921,184,056 Bloomberry shares because the grounds for termination were not substantial and
fundamental, thus GGAM can exercise its rights in relation to those shares, including the right to
sell them; 4) reserved its decision on reliefs, remedies and costs to the Remedies Phase which is
to be organized in consultation with the Parties, 5) reserved for another order its resolution on the
request of GGAM: (a) for the Award to be made public, (b) to be allowed to provide a copy of the
Award to Philippine courts, government agencies and persons involved in the sale of the shares,
and (c) to require BRHI/Sureste and Bloomberry to inform Deutsche Bank AG that they have no
objection to the immediate release of all dividends paid by Bloomberry to GGAM.

On August 31, 2017, BRHI and Sureste filed a request for reconsideration of the partial award in
the light of U.S. DOJ and SEC findings of violations of the Foreign Corrupt Practices Act by
GGAM officers Weidner and Chiu, and for false statements and fraudulent concealment by GGAM
in the arbitration. GGAM opposed the request on September 29, 2017. In a decision dated
November 22, 2017, the tribunal denied the request for reconsideration saying it has no authority
to reconsider the partial award under Singapore law. The tribunal said that the courts might be the
better forum to look into the allegations of fraud.

On December 21, 2017, BRHI and Sureste filed a petition in the High Court of Singapore to set
aside the June 20, 2017 judgment of the Court and to either remit the partial award to the tribunal
for correction, or otherwise set aside the partial award based on the fraud allegations previously
raised in the request for reconsideration.

In a resolution dated November 23, 2017, the MRTC affirmed the continuing validity of its February
25, 2014 order and the writ of preliminary injunction and attachment issued pursuant thereto.
GGAM filed a petition for review with the Court of Appeals to question this MRTC order. The Court
of Appeals denied this petition, and GGAM filed a petition in the Supreme Court to question the
decision of the Court of Appeals. This petition is still pending in the Supreme Court.

On September 27, 2019, BRHI and Sureste received the Final Remedies Award of the arbitration
tribunal in the case filed. The Final Award awarded less than half of the damages sought by
GGAM. It provides that:

a) Respondents pay US$85.2 million as damages for lost management fees to Claimants;
b) Respondents pay US$391,224 as pre-termination fees and expense to Claimants;
c) Respondents pay P = 10,169,871,978.24 for the (921,184,056) GGAM shares in
Bloomberry in exchange for Claimants turning over the Shares after the payment. If
Respondents do not pay for the Shares, GGAM may sell the Shares in the market and
Respondents are directed to take all steps necessary to facilitate this sale.
Respondents will be liable for the difference in the selling price if it is less than the
awarded price;
d) Respondents to take all steps necessary to release to GGAM the cash dividends on the
Shares (currently subject of the injunction of the RTC Makati);
e) Respondents to pay Claimants Cost of US$14,998,052.
f) Post-award interest at the annual rate of 6%, compounded annually, or 50 basis per
month for the pre-termination expenses in (b), beginning 30 days after the Award.

21
On November 5, 2019, BRHI and Sureste filed in the Singapore High Court an application to set
aside the Final Award on the grounds of fraud and fraudulent concealment among others.

BRHI and Sureste received a decision of the Singapore High Court dated January 3, 2020 in OS
1432 dismissing their petition to vacate and oppose the enforcement of the Partial Award of the
Arbitration Tribunal dated 20 September 2016. The Court said that the FCPA Findings (referring to
the U.S. Department of Justice non-prosecution agreement with Las Vegas Sands and the U.S.
SEC order on Foreign Corrupt Practices Act involving Weidner and Chiu while they were with Las
Vegas Sands) “do not constitute strong and cogent evidence of any species of fraud” raised by
Sureste and BRHI against GGAM. On February 3, 2020, BRHI and Sureste appealed this decision
to the Court of Appeals in Singapore. In a decision dated February 16, 2021, the Singapore Court
of Appeals denied the appeal of BRHI and Sureste.

On May 29, 2020, the Singapore High Court issued a decision dismissing Sureste and BRHI’s
petition to set aside/resist enforcement of the Final Award of the Arbitration Tribunal dated
September 27, 2019.

The Singapore High Court ruled that the “Constructive Remedy,” which requires Sureste and BRHI
to either (1) pay for the Bloomberry shares held by GGAM in exchange for the Bloomberry shares,
or (2) take steps to facilitate GGAM’s sale of the Bloomberry shares, was not outside the scope of
the parties’ arbitration agreement. The Singapore High Court also rejected the challenges based
on the FCPA Findings (referring to the findings of the U.S. Department of Justice and the U.S.
Securities and Exchange Commission regarding conduct by two of GGAM’s four executives during
their tenure at Las Vegas Sands that violated the U.S. Foreign Corrupt Practices Act) and GGAM’s
fraudulent concealment of evidence during the Arbitration. The Singapore High Court likewise
denied the argument that GGAM Netherlands, to which the MSA was assigned, was a sham entity
established solely to evade U.S. and Philippine taxes, because the Arbitration Tribunal rejected the
same argument, and thus, the High Court found that the grant of damages to GGAM Netherlands
is not contrary to Singapore public policy. Costs were charged against Sureste and BRHI.

On June 29, 2020, Sureste and BRHI filed a Notice of Appeal to the Singapore Court of Appeals to
appeal the Singapore High Court’s decision dated May 29, 2020 in case number OS 1385
dismissing Sureste and BRHI’s petition to set aside/resist enforcement of the Final Award of the
Arbitration Tribunal dated September 27, 2019 docketed as CA98. On October 4, 2021, the
Singapore Court of Appeals issued a decision which denied the appeal of BRHI and Sureste
against the decision dated May 29, 2020.

BRHI and Sureste were advised by Philippine counsel that an award of the Arbitral Tribunal can
only be enforced in the Philippines through an order of a Philippine court of proper jurisdiction after
appropriate proceedings taking into account applicable Philippine law and public policy. GGAM
has not filed the required petition to enforce the arbitral award in the Philippines.

On March 29, 2021, GGAM (without GGAM Netherlands joining) sued Enrique K. Razon Jr., BRHI,
Sureste and other companies in the U.S. associated with Mr. Razon in the U.S. District Court in
Southern District of New York. By this suit GGAM wants to enforce in the U.S. against Mr. Razon
personally and companies in the U.S. associated with him the arbitral award that was issued only
against BRHI and Sureste. On March 21, 2022, the court did not grant the motion to dismiss the
complaint of GGAM as against Sureste, BRHI and Mr. Enrique K. Razon Jr. but the court granted
the dismissal of the case against all other defendants. This case remains pending as of December
31, 2023.

GGAM has amended its complaint to allege trespass to chattels against Mr. Razon, to which Mr.
Razon has filed a motion to dismiss. On January 11, 2023, the US District Court denied Mr.
Razon’s motion to dismiss. BRHI and Sureste maintain their position that the New York court has
no jurisdiction over them as they do not do business in New York nor in the U.S. Mr. Razon
maintains the position that there is no basis to pierce the corporate veil of BRHI and Sureste to
reach him as BRHI and Sureste are owned by Bloomberry, a publicly listed company.

On September 12, 2023, the US District Court granted Mr. Razon’s motion for summary judgment
on the trespass to chattel and declared GGAM did not proffer sufficient evidence of Mr. Razon’s

22
interference with GGAM’s Bloomberry shares. The court denied the motions and cross-motions for
summary judgment of the parties on the issue of personal jurisdiction over BRHI and Sureste and
on the issue of the enforcement of the arbitral award against Mr. Razon as the alter ego of BRHI
and Sureste. The Court essentially said that the parties have introduced sufficient evidence to
allow a reasonable fact finder to find in their favor, hence there is need for a trial to determine
which side will prevail. The Court also denied without prejudice GGAM’s motion to confirm the
Final Award. The Court held a hearing on the threshold issue of personal jurisdiction over BRHI
and Sureste on January 22 and 23, 2024 with the parties presenting their respective witnesses.
The Court also encouraged the parties to discuss the possible settlement of this case because a
trial on the various issues, if the Court affirms its jurisdiction, will take many years. As of March 1,
2024, the Court has not resolved the threshold issue of jurisdiction and the parties have not reach
any settlement, hence the case remains pending in court.

Proceedings Related to Money Laundering and the Bangladesh Bank

On March 15, 2016, the Court of Appeals (“CA”) issued a 30-day freeze order on one of BRHI’s
bank accounts upon the petition filed by the Anti-Money Laundering Council (AMLC) in relation to
their ongoing investigation. The freeze order of the CA on the bank account was lifted on April 14,
2016. Subsequently, on request of the AMLC, the Supreme Court reinstated the freeze order on
the account, which contained the amount of P = 109.3 million that was frozen from the accounts of
those patrons subject to the investigation. In a decision dated September 2, 2020, the Supreme
Court denied AMLC’s petition for review and lifted the TRO on the bank account of BRHI. As of
December 31, 2023 and December 31, 2022, the balance of this bank account amounting to
P = 112.9 million, respectively, is presented as “Fund held in trust” under the
= 113.0 and P
“Prepayments and other current assets” account in the statement of financial position.

In February 2019, BRHI received the summons and complaint as one of 16 Philippine companies
and individuals that the Bangladesh Bank impleaded in the civil suit that it filed in the US District
Court in New York against RCBC for recovery of the US$81 million allegedly stolen from
Bangladesh Bank account with the Federal Reserve Bank in New York that were allegedly
laundered through Philippine casinos. BRHI through counsel filed a motion to dismiss the case for
lack of subject matter jurisdiction and for forum non-conveniens. On March 20, 2020, the Federal
Court of New York granted the motion to dismiss the case. Bangladesh Bank filed an appeal of
the dismissal with the U.S. Court of Appeals which it withdrew later.

On September 23, 2020, BRHI received the summons in the civil complaint filed by Bangladesh
Bank against RCBC and 16 other Philippine companies and individuals (including BRHI) in the
New York State Court. The complaint in the State Court is for: conversion/ theft/ misappropriation;
aiding and abetting the same; conspiracy to commit the same; fraud (against RCBC); aiding and
abetting and conspiracy to commit fraud; conspiracy to commit trespass against chattels; unjust
enrichment; and return of money received.

On December 9, 2020, BRHI filed its motion to dismiss the case because the Court has no
jurisdiction over BRHI, the Philippines is the proper forum for the dispute and plaintiff’s allegation is
insufficient to plead any claim against BRHI under New York law. On April 8, 2022, New York
Court granted BRHI’s motion to dismiss the complaint filed by Bangladesh Bank for lack of
jurisdiction. On May 11, 2022, Bangladesh Bank filed an appeal with the Appellate Division of the
New York State Supreme Court, First Judicial Department, on the dismissal of its complaint
against BRHI. On May 30, 2023, the Appellate Division of the New York Supreme Court upheld
the order of the Supreme Court, New York County which granted BRHI’s motion to dismiss the
complaint filed by Bangladesh Bank as against BRHI for lack of jurisdiction.

Item 4. Submission of Matters to a Vote of Security Holders

None

23
 PART II – SECURITIES OF THE REGISTRANT

Item 5. Market for Issuer’s Equity and Related Stockholder Matters

5.1 Market Information

Principal Market where Company’s shares are traded: Philippine Stock Exchange

As of the latest practicable trading date on January 31, 2024, the share prices of the Company
were:

Price/Share
Opening: 10.74
High: 11.18
Low: 10.70
Closing: 11.18

The high and low share prices for each quarter within the last two years are:

Calendar Period High Low

2022
Quarter 1 7.85 5.84
Quarter 2 6.83 5.50
Quarter 3 7.77 5.78
Quarter 4 7.58 5.82
2023
Quarter 1 10.12 8.05
Quarter 2 11.36 9.06
Quarter 3 11.98 10.10
Quarter 4 10.70 9.10

5.2 Holders

The number of stockholders of record as of the latest practicable date on December 31, 2023 was
92 excluding shares under PCD Nominees. Shares outstanding as of the same date were
10,832,700,162 shares.

The following are the Company’s top 20 registered stockholders holding listed and unlisted shares
as of December 31, 2023:

Name No. of Shares Held % of Total

1 PCD Nominee (Filipino) 4,432,741,441 38.24%
2 Prime Strategic Holdings, Inc.
(formerly Prime Metroline
Holdings, Inc.) 3,494,472,444 30.15%
3 PCD Nominee (Non-Filipino) 2,868,292,231 24.74%
4 Quasar Holdings, Inc. 559,000,000 4.82%
5 Razon & Co. Inc. (formerly Falcon
Investco Holdings Inc.) 225,000,000 1.94%
6 Lesothea Management Inc. 2,018,256 0.02%
7 Nossahead Management Inc. 2,018,256 0.02%
8 Ondareta Management Inc. 1,651,588 0.01%
9 Real Sociedad Management Inc. 1,651,588 0.01%
10 Hock Seng Yeo 1,500,000 0.01%

24
 Name No. of Shares Held % of Total
11 Chadbrad Management Inc. 833,400 0.01%
12 Croker Island Management Inc 833,300 0.01%
13 Willy O. Dizon or Nene C. Dizon 640,000 0.01%
14 Medy Chua See 250,000 0.00%
15 Isabel C. Suntay 210,000 0.00%
16 Chaoyong Xu 156,600 0.00%
17 Diosdado M. Peralta 100,000 0.00%
18 Jose Manuel M. De Jesus 100,000 0.00%
19 Anita L. Kaw 91,000 0.00%
20 Anna Vanessa Robles Viola 50,000 0.00%

As of December 31, 2023, the public ownership level of the Company is at 37.17%.

5.3 Dividends

No dividend was declared in 2023 and 2022.

5.4 Recent Sales of Unregistered or Exempt Securities/ Exempt Transactions

The board of directors of Bloomberry in its meeting held on September 28, 2023, authorized an
equity fundraising through a placing and subscription transaction.

The first part of the Transaction (the “Offer”) was the offer and sale of 559 million shares with par
value of Php1.00 each of Bloomberry (the “Shares”) by Quasar Holdings, Inc. (“Quasar”), one of
Bloomberry’s controlling shareholders, (the “Offer Shares”): (a) offshore to investors outside the
United States in reliance on Regulation S under the U.S. Securities Act of 1933, as amended (the
“Securities Act”); and (b) domestically in transactions that do not require registration under the
Philippine Securities Regulation Code (“SRC”). The Offer Shares are listed on the Philippine Stock
Exchange. The Offer Shares are exempt from the registration requirements of the SRC under SRC
Rule 10.1(h), (k) and (l).

The second part of the Transaction, which happened concurrently upon the completion of the
Offer, was the subscription by Quasar, and the issuance by Bloomberry to Quasar, of 559 million
new Shares in the same number and at the same price as the Shares sold in the Offer (the
“Subscription”). The Subscription was exempt from the registration requirements of the SRC under
SRC Rule 10.1(k).

The offer price in the Offer was Php10.00 per Share (the “Offer Price”) which was determined
through a book-building Process.

The subscription price for the Subscription Shares was Php10.00 per Share, the same as the Offer
Price (the “Subscription Price”). The Subscription was conditional upon the completion of the Offer
and receipt by Quasar of the proceeds of the Offer. The proceeds of the Offer was thereafter paid
to Bloomberry as payment of the Subscription Price.

The Subscription Shares were issued to Quasar on payment of the Subscription Price. An
application for the listing of the Subscription Shares has been filed with and is pending approval by
the PSE.

The conduct of an equity fund raising by way of a placing and subscription transaction allowed
Bloomberry to raise equity funds in a most expeditious and efficient manner, with the least cost to
Bloomberry. The transaction was also intended to strengthen and broaden the capital base of
Bloomberry, as well as to promote a wider dispersion of the Shares to a broad spectrum of
institutional investors.

The total gross proceeds raised from the Offer and Subscription was ₱5.59 billion. After deducting
placing commissions, market charges, lawyers fees, and other expenses related to the Offer and
the Subscription (which were for the account of the Bloomberry, and credited as part of the

25
payment for the subscription to the Subscription Shares), net proceeds was at approximately
Php5,488,000,000.

Bloomberry intends to use the net proceeds of the Subscription for debt service. Bloomberry
anticipates to fully disburse the proceeds from the Subscription by March 2024.

The placing agreement and the subscription agreement for the placing and subscription
transaction were executed, and the Offer Price was fixed, on September 28, 2023. The Offer
Shares were crossed through the facilities of the PSE on September 29, 2023. Settlement for the
Offer Shares occurred on October 03, 2023, being two (2) trading days after such cross
(“Settlement Date”). The Subscription Shares were likewise fully paid on Settlement Date.

26
 PART III – FINANCIAL INFORMATION

Item 6. Management’s Discussion and Analysis or Plan of Operations

The following discussion and analysis relate to the financial condition and results of operations of
Bloomberry and should be read in conjunction with the accompanying audited financial statements
and related notes as of and for the year ended December 31, 2023.

6.1 OVERVIEW

The Parent Company was engaged in the manufacture of printed circuit boards up to 2003. It
ceased commercial operations in December 2003 up until 2011. On February 27, 2012, the SEC
approved the change in its primary purpose to that of a holding company. The Company has
Sureste, BRHI, Bloom Capital B.V., Solaire Korea, G&L, Muui, BCTI, BRJI, SPC, and SRC as its
subsidiaries. BRHI has 49% shareholdings in Falconer Aircraft Management Inc., a company
engaged in aircraft management.

Sureste Properties, Inc.

Sureste was incorporated in 1993 as a property holding company. On July 2, 2010, Sureste
amended its primary purpose to develop and operate tourist facilities including hotel – casino
entertainment complexes. Sureste is registered with the Philippine Economic Zone Authority
(“PEZA”) as developer of a hotel project in a PEZA Tourism Economic Zone. As such, Sureste
enjoys certain incentives granted by the government in relation to the hotel component of Solaire
Resorts & Casino, including reduced tax rates. Sureste acquired all the shares of BRHI on
January 12, 2011.

Bloomberry Resorts and Hotels Inc.

On February 27, 2008, BRHI was incorporated as Bloombury Investments Holdings Inc. (“BIHI”) for
the purpose of developing and operating tourist facilities, including casino-entertainment
complexes with casino, hotel, retail and amusement areas and themed development components.
On April 8, 2009, BRHI was granted a Provisional License by PAGCOR to establish and operate
an integrated casino, hotel and entertainment complex at the Entertainment City in Paranaque
City. On September 21, 2010, the SEC approved the change of BIHI’s name to BRHI. On May 7,
2015, BRHI’s Provisional License was replaced with a regular casino Gaming License upon full
completion of the Project, referred to as “Solaire”. The Gaming License has the same terms and
conditions as the Provisional License.

Bloomberry Cruise Terminals Inc.

Bloomberry established BCTI to manage and operate its port terminal assets including the
proposed Solaire Cruise Center and Yacht Harbor. The proposed Solaire Cruise Center and Yacht
Harbor was designated by the Tourism Infrastructure and Enterprise Zone Authority as a Tourism
Enterprise Zone.

Bloom Capital B.V.

In 2013, Bloomberry subscribed to 60% of the capital stock of Bloom Capital B.V., a financial
holding entity incorporated in the Netherlands as a private company with limited liability under the
Dutch law on November 21, 2013. On October 23, 2014, Bloomberry acquired the remaining 40%
capital stock of Bloom Capital B.V. In 2014, Bloom Capital B.V. acquired a 94% stake in Solaire
de Argentina S.A. Bloom Capital B.V is currently not in operation. Solaire de Argentina S.A. was
officially liquidated. A Liquidator has been appointed with the only purpose of taking legal custody
of Solaire de Argentina’s record. Solaire de Argentina S.A. has no further obligation to file any
corporate or tax document.

27
Solaire Korea Co., Ltd.
On December 28, 2014 Bloomberry established, through a nominee, a company named Solaire
Korea Co., Ltd. (Solaire Korea), to hold the Group’s investment interest in the Republic of Korea.
After a series of stock subscriptions, Bloomberry came to own 100% of Solaire Korea.

Golden & Luxury Co., Ltd.

On April 24, 2015, Solaire Korea acquired 77.26% of the outstanding shares of Golden & Luxury
Co., Ltd. (G&L). On May 22, 2015, it acquired an additional 18.97% of G&L, bringing Solaire
Korea’s ownership in G&L to 96.23%. On August 20, 2015, Bloomberry acquired 10.00% of the
outstanding shares of G&L from Solaire Korea. G&L is a hotel and casino operator in Jeju Island
in the Republic of Korea.

Muui Agricultural Corporation

On March 8, 2016, Solaire Korea established Muui Agricultural Corporation (Muui) to hold Solaire
Korea’s investment interest in agricultural land in the Muui and Silmi islands pending their
conversion. Solaire Korea owns 90% of Muui.

Bloomberry Resorts Japan, Inc.

In November 2019, Bloomberry acquired 100% of the capital stock of BRJI. The primary purpose
of BRJI is to engage in the business of Integrated Resorts in Japan including planning,
construction and operation as well as other related activities.

Solaire Properties Corporation

On April 29, 2022, Bloomberry established SPC (formerly Solaire Entertainment Properties
Holdings, Inc.) to acquire and subsequently develop a property in Paniman, Ternate, Cavite
into an integrated resort and entertainment complex with a casino, hotel, golf course, commercial,
residential and mixed-use development.

Solaire Resort Corporation

On October 18, 2022, SRC was incorporated to develop and operate an integrated resort including
a casino duly licensed by the Philippine Amusement and Gaming Corporation, and other relevant
government regulators.

Solaire Resort Entertainment City (Solaire Resort & Casino)

Solaire Resort Entertainment City (“Solaire”), is the first premium/luxury hotel and gaming resort in
Entertainment City. BRHI, as the license holder, owns and operates the casino while Sureste
owns and operates the hotel and other non-gaming business.

Upon completion of Phase 1 of Solaire, now referred to as the Bay Tower, BRHI and Sureste
commenced commercial operations on March 16, 2013. Solaire opened with its main gaming area
and initial non-gaming amenities, which included the hotel and a number of food and beverage
outlets.

Phase 1 of Solaire consists of a casino with an aggregate gaming floor area of approximately
18,500 square meters (including approximately 6,000 square meters of exclusive VIP gaming
areas), with approximately 1,653 slot machines, 295 gaming tables and 88 electronic table games.
Phase 1 has 488 hotel rooms, suites and bayside villas, and 15 specialty restaurants and F&B
outlets including (the number of seats are approximations): a 240-seat Chinese restaurant, a
182-seat Korean restaurant (operated by a third party), a 150-seat Japanese restaurant, a
120-seat Italian restaurant, a 322-seat international buffet/coffee shop, a 170-seat noodle shop, a
150-seat live entertainment lounge, a 406-seat food court, a 20-seat lobby bar, and a 50-seat
lounge area. It has a spa and fitness center, a bayview promenade, and multilevel parking building
with approximately 1,500 parking slots.

On November 22, 2014, Bloomberry opened the Sky Tower, which was previously referred to as
Phase 1A development of Solaire. Contiguous to the existing Solaire Resort and Casino, the Sky
Tower consists of a 312 all-suite hotel, additional ten VIP gaming salons with 66 gaming tables and
230 slot machines, an exclusive House of Zhou Chinese restaurant and The Macallan Whisky and
Cigar Bar for VIP patrons, state-of-the art meeting rooms (“The Forum”), and a lyrical theater (“The
Theatre”). The Sky Tower also features two restaurants, the Waterside Restobar and Oasis

28
Garden Café. The Theatre is a certified 1,740-seat theatre designed to provide a superior audio-
visual experience for a wide range of theatre plays and musicals, concerts, shows and performing
arts. The Forum is a 2,000 square-meter meeting facility with eight meeting rooms, two
boardrooms and a flexible pre-function area. Sky Tower also features the Sky Range Shooting
Club with 5 rifle shooting bays and 15 pistol bays. Sky Tower is accessible through a multi-level
parking garage that, to date, can accommodate and secure over 1,050 vehicles. The Shoppes in
the Sky Tower features retail stores, including premium brands such as Louis Vuitton, Dior, Cartier,
Yves Saint Laurent, and Prada, among others.

On December 7, 2018, Solaire unveiled The Baccarat Room & Bar (previously The Cigar Bar and
Poker Room), a high-end cigar bar with eight gaming tables. On February 11, 2019, Solaire
opened the Philippine’s first electronic table games (“ETG”) stadium called “Players Stadium” - an
expansive and colorful entertainment space highlighted by a massive 360 square meter surround
screen. On March 18, 2022, the Solaire Club was unveiled in its new location on Level 3, on what
was previously the grand ballroom. The updated luxury space sprawls over 4,300 square meters
featuring world-class casino facilities, new dining outlets, private salons, and exclusive amenities
that make it Asia’s finest gaming offerings. On December 1, 2023, the Solaire Grand Ballroom was
opened in its new location at The Shoppes. The new ballroom’s main event area is 2,400 sqm and
seats up to 2,200 guests.

A part of the SoIaire parking building in the Sky Tower has been reconfigured and leased out as
office space for BPO businesses.

Coronavirus Pandemic
On January 31, 2020, the World Health Organization (“WHO”) declared the novel coronavirus
acute respiratory disease (now COVID-19) health event as a public health emergency of
international concern. On the same day, the Philippines issued a temporary travel ban covering all
travelers coming from Hubei Province of China. On February 2, 2020, the Philippines banned all
travel to and from China and its two administrative regions, Hong Kong and Macau, to stem the
spread of the virus.

On March 14, 2020, Philippine President Rodrigo Duterte placed Metro Manila under “Enhanced
Community Quarantine” (ECQ). On March 16, 2020, the ECQ was expanded to cover the entire
Luzon island. The ECQ, which is effectively a lockdown, restricts the movement of the population
to contain the pandemic. The ECQ mandated the temporary closure of non-essential shops and
businesses.

In line with the declaration of ECQ in Metro Manila, PAGCOR announced on March 15, 2020 that
casino operations would be suspended for the duration of the quarantine. The temporary closure
applied to PAGCOR-operated casinos, all licensed and integrated resort casinos, electronic games
(eGames), bingo (traditional and electronic), sports betting, poker, slot machine clubs and other
activities regulated by PAGCOR. Accordingly, all gaming operations in Solaire and the other
integrated resorts in Entertainment City were suspended to comply with PAGCOR’s directive.

The ECQ lasted until May 15, 2020 when Metro Manila transitioned to “Modified Enhanced
Community Quarantine” (MECQ). A more relaxed “General Community Quarantine” (GCQ)
became effective from June 1, 2020, except for two weeks from August 4 to August 18, 2020 when
MECQ was imposed.”

In June 2020, relevant authorities allowed Solaire and other integrated resorts in Entertainment
City to commence limited dry run gaming operations under GCQ. Such dry run operations, which
involve only in-house and select invited guests, are means for operators to fine tune their services
in accordance with new normal protocols. For the time Solaire was open in 2020, it maintained an
invite-only policy and was not open to the public.

Due to the resurgence in COVID-19 cases in March 2021, Metro Manila and nearby provinces
were reverted to ECQ starting March 29, 2021 and transitioned to the less restrictive MECQ on
April 12, 2021. On May 15, 2021, the government placed Metro Manila and other areas to the
more relaxed GCQ. Solaire suspended its operations from March 29, 2021 when Metro Manila

29
reverted to ECQ and MECQ and reopened on May 15, 2021, as allowed by relevant authorities,
when Metro Manila was relaxed to GCQ.

To rein in the surge in COVID-19 cases due to the Delta variant, Metro Manila was again placed
under ECQ and MECQ from August 6, 2021 to September 15, 2021. During this time, Solaire was
closed to the public.

On September 16, 2021, Metro Manila was placed under GCQ Alert Level 4 and Solaire reopened
keeping to its invite-only policy and limited capacity operations. Starting October 16, 2021,
government eased the quarantine restriction to GCQ Alert Level 3. From November 15 to
December 31, 2021, Metro Manila was placed under GCQ Alert Level 2.

On January 3, 2022, the government again placed Metro Manila under GCQ Alert Level 3 due to
the surge in new cases caused by the highly contagious but less severe COVID-19 Omicron
variant. On February 1, 2022, Metro Manila was placed under GCQ Alert Level 2 and further
eased to GCQ Alert Level 1 on March 1, 2022. Metro Manila remained under GCQ Alert Level 1
throughout the rest of 2022 and 2023. PAGCOR has allowed casinos to open to the public on
limited capacity following guidelines under GCQ Alert Level 1.

On July 22, 2023, Philippine President Ferdinand Marcos Jr. lifted the State of Public Health
Emergency throughout the Philippines relating to COVID-19. Hence there are no more restriction
on the operating capacity of Solaire.

Solaire Resort North

In 2015, Sureste purchased from the National Housing Authority (NHA) 15,676 square meters of
land in Vertis North, Quezon City Central Business District and was issued Transfer Certificates of
the Title on June 24, 2016. This property is the site of “Solaire Resort North,” BRHI’s second
integrated resort in the Philippines under the same PAGCOR license. The Group started the
excavation work for the said project in July 2019. In line with the ECQ in March 2020, construction
work at the site was temporarily halted. Work commenced with limited construction capacity last
June 15, 2020. In 2021 and 2022, construction work was continued subject to strict compliance
with the construction safety guidelines issued by the Inter-Agency Task Force for the Management
of Emerging Infectious Diseases. Solaire Resort North is scheduled for completion and opening in
the first half of 2024.

The Solaire Resort North Project was recognized by the Local Government of Quezon City as a
Priority Project due to its generative employment impact.

Jeju Sun Hotel & Casino

On April 24, 2015 and subsequently on May 22, 2015, Bloomberry, through its wholly-owned
subsidiary, Solaire Korea, acquired majority ownership of G&L. G&L operated a hotel and casino
property in Jeju, South Korea under the brand name “T.H.E Hotel” and “LVegas Casino”. Upon
takeover of operations by Bloomberry, the property was rebranded as “Jeju Sun Hotel & Casino”
(“Jeju Sun”). The property consists of a 202-room hotel with 5 Hibiscus rating, 2,000 square
meters of gaming space with 36 tables and 20 electronic gaming machines. The property has four
food and beverage outlets to service its hotel guests and casino players. In 2018, a reorganization
was implemented to separate hotel and casino operations. In the fourth quarter of 2018, Jeju Sun
embarked on a renovation project covering 164 rooms, restaurants, lobby, building façade, sports
bar, gym, sauna, back of the house and a new ballroom for the purpose of securing the 5 Hibiscus
rating that is required to keep its gaming license. Renovations were completed in December 2019.

In response to the COVID-19 situation in South Korea, Jeju Sun began a phased suspension of
operations on March 6, 2020 with full suspension achieved by March 21, 2020. On October 3,
2022, Jeju Sun reopened with limited gaming capacity, hotel operations and two restaurants.

30
Contemplated Investment in Lapu-Lapu Leisure, Inc. and Clark Grand Leisure Corp.
On May 6, 2022, Bloomberry signed a term sheet with PH Travel and Leisure Corp., a subsidiary
of PH Resorts Group Holdings, Inc. which covers the proposed investment of Bloomberry into
Lapu-Lapu Leisure, Inc. and Clark Grand Leisure Corp. which are developing the Emerald Bay
Resort Hotel and Casino in Punta Engano, Lapu-Lapu City, Cebu, and The Base Resort Hotel and
Casino in Clark, Pampanga, respectively. The term sheet is subject to several Conditions to
Closing including: (a) the execution of mutually acceptable definitive agreements; (b) roval of
regulators; (c) approval of creditors; (d) completion of audited financial statements; (d) corporate
approvals, and cooperation on and satisfactory result of due diligence, among others.

On March 22, 2023, Bloomberry terminated the term sheet because of adverse due diligence
findings and regulatory actions. The parties agreed that the ₱1.0 billion deposit made under the
Term Sheet shall be returned to Bloomberry before the end of 2024.

Paniman Project
On May 18, 2022, Bloomberry through SPC entered into an agreement with a group of landowners
comprising Boulevard Holdings Inc., Puerto Azul Land, Inc., Ternate Development Corporation and
Monte Sol Development Corporation (the “Sellers”) for the purchase by SPC of a total of 2,797,768
square meters of land in the Paniman area in Ternate, Cavite at the average price of P2,700 per
square meter. As of December 31, 2023, SPC has purchased 219 lots with a total land area of
1,808,334 square meters.

SPC intends to develop the Paniman property into an integrated resort and entertainment complex
with a world class casino, hotel, golf course, commercial, residential and mixed-use development.

While the timeline is yet to be finalized, the development of the Paniman Project is expected to
commence after Solaire Resort North in Vertis North, Quezon City has started its commercial
operations.

6.2 RESULTS OF OPERATIONS

The following are the key performance indicators of the Group in 2023 with comparison for 2022:

Table 6.0 Key Performance Indicators

For the Year Ended December 31
In thousands except for ratios 2023 2022
EBITDA 19,325,495 14,312,442
Net Debt to Equity Ratio 1.49 2.11
Current Ratio 1.85 1.99
Total Assets 160,169,876 141,125,599
Return on Equity 19.7% 15.5%
EBITDA is earnings before interest, taxes, depreciation and amortization
Net Debt to Equity Ratio is calculated by dividing total liabilities net of cash by shareholder’s equity
Current Ratio is calculated by dividing current assets by current liabilities
Return on Equity is calculated by dividing the Company's earnings for the applicable period by shareholders’ equity

31
The following table shows a summary of the results of operations for the year ended December 31, 2023, 2022, 2021 and 2020, as derived from the accompanying Audited Financial
Statements.

For the Year Ended December 31 % Change

2023 2022 2021 2020 2023 2022 2021
vs. vs. vs.
In thousands, except % change data Philippines Korea Consolidated Philippines Korea Consolidated Philippines Korea Consolidated Philippines Korea Consolidated 2023 2021 2020
Gross gaming revenues* 58,294,436 30,980 58,325,415 50,121,860 (8,530) 50,113,330 P
= 27,625,113 P
=- P
= 27,625,113 P
= 22,611,673 P
= 93,090 P
= 22,704,763 16.4 81.4 21.7
PFRS 15 allocation (4,262,565) - (4,262,565) (3,737,477) - (3,737,477) (1,721,635) - (1,721,635) (1,787,744) - (1,787,744) 14.0 117.1 (3.7)
Contra revenue accounts (14,363,864) (2,779) (14,366,643) (14,162,269) (287) (14,162,556) (7,176,370) - (7,176,370) (6,767,990) (39,431) (6,807,420) 1.4 97.3 5.4
Net gaming revenues 39,668,006 28,200 39,696,207 32,222,114 (8,818) 32,213,297 18,727,108 - 18,727,108 14,055,940 53,659 14,109,599 23.2 72.0 32.7
Non-gaming & other revenues** 8,334,374 357,326 8,691,700 6,663,946 48,664 6,712,610 3,285,931 1,815 3,287,746 3,653,171 25,897 3,679,068 29.5 104.2 (10.6)
Net revenues 48,002,380 385,526 48,387,906 38,886,060 39,847 38,925,907 22,013,038 1,815 22,014,853 17,709,111 79,556 17,788,667 24.3 76.8 23.8
Cash operating expenses (28,320,154) (712,257) (29,032,411) (24,101,417) (455,167) (24,556,584) (15,533,204) (359,385) (15,892,588) (15,175,297) (474,475) (15,649,772) 18.2 54.5 1.6
Provision for expected credit losses (30,000) - (30,000) (56,881) - (56,881) (908,609) - (908,609) (708,893) - (708,893) (47.3) (93.7) 28.2
EBITDA (LBITDA) 19,652,226 (326,731) 19,325,495 14,727,762 (415,321) 14,312,442 5,571,226 (357,570) 5,213,656 1,824,921 (394,919) 1,430,002 35.0 174.5 264.6
Depreciation and amortization (3,172,982) (131,298) (3,304,280) (3,379,907) (130,530) (3,510,437) (3,359,476) (134,193) (3,493,669) (3,131,564) (216,891) (3,348,455) (5.9) 0.5 4.3
Interest (6,522,784) - (6,522,784) (5,781,939) - (5,781,939) (5,342,380) - (5,342,380) (5,399,452) (10,945) (5,410,397) 12.8 8.2 (1.3)
Foreign exchange gain (loss) (222,095) 4,138 (217,957) 119,341 1,619 120,960 202,245 1,826 204,071 (241,461) 10,769 (230,693) n.m. (40.7) n.m.
Gain (loss) on disposal of property and
equipment and others (166,715) 368,372 201,656 - - - (7,693) (821,987) (829,680) (492,321) (483,002) (975,323) n.m. n.m. (14.9)
Benefit from (provision for) income tax (2,052) 41,352 39,300 581 573 1,154 9,094 (10,459) (1,365) 207,060 - 207,060 n.m. n.m. n.m.
Net Income (Loss) 9,565,598 (44,168) 9,521,430 5,685,839 (543,659) 5,142,181 (P
= 2,926,983) (P
= 1,322,383) (P
= 4,249,366) (P
= 7,232,816) (P
= 1,094,989) (P
= 8,327,806) 85.2 221.0 49.0
Basic Earnings (Loss) Per Share P
= 0.867 P
= 0.476 (P
= 0.387) (P
= 0.758)
Diluted Earnings (Loss) Per Share P
= 0.863 P
= 0.474 (P
= 0.387) (P
= 0.758)
* before PFRS 15 allocation
** includes Interest income

32
6.3 OPERATING RESULTS FOR THE YEAR ENDED DECEMBER 31, 2023
COMPARED WITH 2022

6.3.1 REVENUES

Revenues consist of: (1) Gaming; (2) Hotel, food and beverage; (3) Retail and others and
(4) Interest income. The table below illustrates the consolidated revenues for the year ended
December 31, 2023 and 2022:

%
For the Year Ended December 31 Change
In thousands, except % change 2023 2022 2023 vs.
data Philippines Korea Consolidated Philippines Korea Consolidated 2022
Gaming 54,031,870 30,980 54,062,850 46,384,384 (8,530) 46,375,853 16.6
Hotel, food and beverage 4,156,136 296,290 4,452,426 3,214,013 41,955 3,255,968 36.7
Retail and others 3,689,474 56,452 3,745,926 3,331,854 6,675 3,338,528 12.2
Interest income 488,764 4,584 493,348 118,080 35 118,115 317.7
Gross revenues* 62,366,244 388,305 62,754,550 53,048,330 40,134 53,088,463 18.2
Less contra revenue accounts 14,363,864 2,779 14,366,643 14,162,269 287 14,162,556 1.4
Net revenues 48,002,380 385,526 48,387,906 38,886,060 39,847 38,925,907 24.3
* as defined under PFRS 15

In 2023, consolidated gross gaming, non-gaming revenues (including hotel, food and beverage,
retail and others), and interest income represented 86.1 percent, 13.1 percent and 0.8 percent of
gross revenues, respectively. Gross gaming, non-gaming revenues and interest income in the
previous year accounted for 87.4 percent, 12.4 percent and 0.2 percent of gross revenues,
respectively. Contra revenue increased to P14.4 billion, slightly up by 1.4 percent year-on-year,
due to higher rebates to junket operators and VIP patrons.

6.3.1.1 Gaming

Philippines
In 2023, VIP rolling chip volume, mass table drop and slot coin-in grew by 28.0 percent, 34.7
percent and 15.9 percent year-over-year, respectively.

Gaming revenues after PFRS 15 allocation in 2023 increased by 16.5 percent or P7.6 billion as
compared to 2022.

Below is the breakdown of gross gaming revenues:

Amounts in millions 2023 2022 Change in Revenue

Volume* Revenue Hold Volume* Revenue Hold Amount %
VIP tables 616,419 19,495 3.16% 481,697 16,459 3.42% 3,036 18.4
Mass tables 51,167 18,151 35.5% 37,977 16,780 44.2% 1,371 8.2
Slots 356,710 20,648 5.8% 307,886 16,883 5.5% 3,765 22.3
58,294 50,122 8,173 16.3
PFRS 15 Allocation (4,263) (3,737) (525) 14.0
Total 54,032 46,384 P
= 7,647 16.5
*VIP volume represents rolling chips; Mass table volume represents mass drop; Slots volume represents coin-in

VIP revenue was P19.5 billion, representing an increase of 18.4 percent as a result of higher VIP
rolling chip volume. The VIP hold rate was 3.16 percent, lower than the 3.42 percent last year but
higher than the normal hold of 2.85 percent. On a hold-normalized basis, VIP revenue would have
increased by 28.0 percent.

Consistent with the performance of mass table drop and slot coin-in, mass table gaming and slot
revenues increased by 8.2 percent and 22.3 percent, to P18.2 billion and P20.6 billion,
respectively.

There were 5,127,234 visitors in 2023, higher by 23.2 percent as compared to the prior year.

33
Korea
Jeju Sun reported P31.0 million in gross gaming revenue for the year. In 2022, Jeju Sun reported
gaming revenue of negative P8.5 million covering the October 3 to December 31, 2022 period.
Jeju Sun’s operations were suspended in March 2020 and reopened October 3, 2022.

6.3.1.2 Hotel, Food and Beverage

Philippines
Hotel, food and beverage revenue amounted to P4.2 billion in 2023, representing an increase of
P942.1 million or 29.3 percent as compared to last year. The increase was due to higher hotel
occupancy rate, F&B covers and increased complimentary items given to patrons which were
allocated to hotel and food and beverage revenue to comply with PFRS 15. Hotel occupancy rate
was 79.8 percent in 2023.

In 2023, hotel cash revenues were 38.1 percent as compared to 38.9 percent last year. F&B cash
revenues accounted for 63.5 percent of F&B revenues as compared to 57.9 percent in the prior
year.

Solaire F&B outlets served approximately 2,081,107 covers in 2023 as compared to 1,653,974
covers in 2022, an increase of 25.8 percent. Average checks decreased by 8.6 percent to P1,197.

Korea
The hotel and F&B operations of Jeju Sun generated revenue of P296.3 million in 2023. In 2022,
Jeju Sun’s hotel and F&B revenue was P42.0 million for the period covering October 3 to
December 31, 2022. Jeju Sun’s operations were suspended in March 2020 and reopened October
3, 2022.

6.3.1.3 Retail and Others

Philippines
Retail and other revenues amounted to P3.7 billion in 2023, representing an increase of 10.7
percent from P3.3 billion in 2022.

Korea
The retail and other revenues of Jeju Sun increased by P49.8 million year-on-year to P56.5 million.

6.3.1.4 Interest Income

Consolidated interest income amounted to P493.3 million in 2023, representing an increase of

317.7 percent from P118.1 million in 2022 due to higher average consolidated cash balances
during the year.

6.3.2 EXPENSES

Total expenses include: (1) Cash operating expenses; (2) Depreciation and amortization;
(3) Provision for doubtful accounts; (4) Interest expense; (5) Foreign exchange losses (gains) - net;
and (6) Loss (gain) on disposal of property and equipment and others.

In 2023, total expenses of the Group increased by 15.2 percent to P38.9 billion.

Total cash operating expenses consist of: (1) Taxes and licenses; (2) Salaries and benefits;
(3) Advertising and promotions; (4) Office expenses; (5) Outside services and charges; (6) Utilities;
(7) Cost of sales; (8) Rent; (9) Repairs and maintenance; (10) Software and hardware
maintenance (11) Communication and transportation and (12) Others.

34
The table below shows the breakdown of total expenses for 2023 and 2022.

Table 6.3
%
For the Year Ended December 31
Change
2023 2022 2023 vs.
In thousands, except % change data Philippines Korea Consolidated Philippines Korea Consolidated 2022
Cash operating expenses:
Taxes and licenses 13,279,247 71,490 13,350,737 P11,330,300 P71,428 P11,401,728 17.1
Salaries and benefits 5,272,923 446,490 5,719,413 3,554,691 246,496 3,801,186 50.6
Advertising and promotions 589,078 13,248 602,326 422,327 6,812 429,140 40.4
Office expenses 1,463,010 18,220 1,481,230 1,208,566 5,130 1,213,695 22.0
Outside services and charges 1,866,630 65,191 1,931,821 1,975,674 17,157 1,992,830 (3.1)
Utilities 807,234 42,912 850,146 1,290,009 18,040 1,308,050 (35.0)
Cost of sales 3,465,037 20,172 3,485,210 3,013,255 3,828 3,017,083 15.5
Rent 65,890 1,277 67,167 50,510 1,037 51,546 30.3
Repairs and maintenance 256,341 6,871 263,212 203,627 2,446 206,073 27.7
Software and hardware
maintenance 481,118 5,026 486,144 456,684 3,656 460,340 5.6
Communication and transportation 219,452 6,106 225,557 164,902 3,330 168,232 34.1
Others 554,194 15,254 569,448 429,674 75,808 505,482 12.7
28,320,154 712,257 29,032,411 24,100,219 455,167 24,555,386 18.2
Depreciation and amortization 3,172,982 131,298 3,304,280 56,881 - 56,881 (5.9)
Provision for doubtful accounts 30,000 - 30,000 3,379,907 130,530 3,510,437 (47.3)
Interest expense 6,522,784 - 6,522,784 5,781,939 - 5,781,939 12.8
Foreign exchange losses (gains) – net 222,095 (4,138) 217,957 (119,341) (1,619) (120,960) n.m.
Loss (gain) on disposal of property
and equipment and others 166,715 (368,372) (201,656) 1,198 - 1,198 n.m.
Total Expenses 38,434,730 471,046 38,905,776 P33,200,802 P584,079 P33,784,881 15.2

6.3.2.1 Cash Operating Expenses

Philippines
Solaire cash operating expenses increased by 17.5 percent from P24.1 billion to P28.3 billion.
Majority of the increase in cash operating expenses was due to higher a) gaming taxes which is
consistent with the increase in gaming revenues b) salaries and benefits and c) cost of sales due
to increased promotional and complimentary items given to patrons.

Korea
Solaire Korea registered P712.3 million of cash operating expenses in 2023 which was higher by
56.5 percent or P257.1 million from last year. The increase was mainly attributed to the expiry of
government subsidies and the reopening of Jeju Sun on October 3, 2022.

Taxes and licenses

Taxes and licenses consist mainly of licenses fees (inclusive of the franchise tax) paid to
PAGCOR. The 17.1 percent increase in taxes and licenses is consistent with the increase in
gaming revenues.

Salaries and benefits

Salaries and wages increased by 50.5 percent due to the accrual of past and current service costs
related to the Group’s retirement liability, the expiry of government subsidies in Jeju Sun, and the
reopening of Jeju Sun on October 3, 2022.

Advertising and promotions

Advertising and promotions expenses increased by 40.4 percent. This account consists of
expenses relating to property and brand marketing, events and promotions, print and media
placements, corporate giveaways, prizes and sponsorship of events, trade shows, exhibits and
partnerships and other similar expenses.

35
Office expenses
Office expenses increased by 22.0 percent. This account consists of costs of gaming and office
supplies, guest supplies, cleaning supplies, property and other insurance, housekeeping supplies
and employee related expenses.

Outside services and charges

Outside services and charges decreased by 3.1 percent in 2023 as compared to the prior year.
This account pertains to the cost of professional and third-party services which include, among
others, legal services, consultancy services, marketing services, security services, audit services,
landscaping services and maintenance and cleaning services.

Utilities
Utilities expenses are composed of electricity cost, water charges, fuel costs, gas, sewerage and
cost of air conditioning supplies. Utilities expenses decreased by 35.0 percent in 2023 mainly due
to the reversal in 2023 of accruals made in 2022 relating to the fuel adjustment cost charged by
Solaire’s power supplier.

Cost of sales
Cost of sales was higher by 15.5 percent due to increased promotional items and complimentary
items given to patrons.

Rent
Rent pertains to cost incurred for the usage of leased gaming equipment and overseas marketing
offices. Rent expense is higher by 30.3 percent mainly due to higher rental charges on leased
gaming equipment resulting from increased gaming operations.

Repairs and maintenance

Repairs and maintenance represent cost associated with the upkeep of property and equipment,
including casino equipment, furniture and fixtures, curtains and drapery, transportation equipment,
electrical and mechanical equipment. Repairs and maintenance expenses increased by 27.7
percent.

Communication and transportation

Communication and transportation represent the cost of telephone and data communications, valet
services, fleet management services and shuttle services. Costs of business travels are also
charged to this account. Communication and transportation expenses increased by 34.1 percent.

Others
Other expenses consist of miscellaneous expenses pertaining to complimentary service charges,
representation, dues and subscriptions, freight charges, contract entertainment, trust fees,
donations and community service expenses, credit card commissions and bank charges. Other
expenses increased by 12.7 percent.

6.3.2.2 Depreciation and Amortization

Depreciation and amortization pertains to the straight-line depreciation and amortization of

property and equipment including operating equipment, over the useful lives of these assets which
range between 3 years to 40 years. Depreciation and amortization decreased by 5.9 percent.

6.3.2.3 Provision for Expected Credit Losses

The Group evaluates provision for expected credit losses based on a specific and collective review
of customer accounts as well as experience with collection trends in the gaming industry and
current economic and business conditions. In 2023, the Group provided P30.0 million for expected
credit losses.

36
6.3.2.4 Interest Expense

Interest expense increased by 12.8 percent from P5.8 billion in 2022 to P6.5 billion in 2023
mainly due to higher average bank loan balance.

6.3.2.5 Foreign Exchange Losses (Gains) – Net

The Group registered a net foreign exchange loss of P218.0 million in 2023 mainly arising from the
translation of foreign currency cash balances, receivables and payables at the period-end closing
rate. Net foreign exchange gain in the same period last year was P121.0 million.

6.3.2.6 Loss (Gain) on Disposal of Property and Equipment and Others

Others primarily pertains to the gain on sale of property and equipment in Jeju Sun, partly offset by
the loss of disposal of property and equipment in Solaire and share in net loss of Falconer Aircraft
Management, Inc.

6.3.3 EBITDA

Philippines
In 2023, Solaire’s EBITDA of P19.7 billion was higher by 33.4 percent compared to last year.
EBITDA margin in 2023 was 40.9 percent as compared to 37.9 percent previously. The
improvement in EBITDA is attributed to higher net revenues.

Korea
Solaire Korea posted P326.7 million LBITDA in 2023, an improvement from P415.3 million LBITDA
in the previous year as a result of higher net revenues, partly offset by the increase in cash
operating expenses.

CONSOLIDATED

Below is comparison of consolidated reported and hold-normalized EBITDA (LBITDA):

For the Year Ended

December 31 Change
In thousands, except % change data 2023 2022
Net Revenue 48,387,906 38,925,907 24.3%
EBITDA 19,325,495 14,313,639 35.0%
EBITDA Margin 39.9% 36.8% 310 bps
Hold-Normalized EBITDA* 17,274,669 12,559,515 37.5%
Hold-Normalized EBITDA Margin* 37.5% 34.2% 330 bps
* Hold-normalized EBITDA is based on 2.85% VIP hold.

The reported VIP hold in 2023 was 3.16 percent, 31 basis points higher than the 2.85 percent
normalized hold. This resulted in the reported EBITDA being 11.9 percent higher than
hold-normalized EBITDA of P17.3 billion.

6.3.4 PROVISION FOR (BENEFIT FROM) INCOME TAX

In 2023, the Group recognized P39.3 million benefit from income tax as compared to P1.2 million
benefit from income tax in 2022.

6.3.5 NET INCOME

The Group posted a consolidated net income of P9.5 billion in 2023, 85.2 percent or P5.1 billion
improvement from the P5.1 billion net income reported last year.

37
6.3.6 EARNINGS PER SHARE

Basic earnings per share of P0.867 in 2023 was 81.9 percent higher than the P0.476 reported last
year. Diluted earnings per share, after considering the shares granted under the stock incentive
plan, was P0.863 compared to P0.474 in the same period last year.

6.4 OPERATING RESULTS FOR THE YEAR ENDED DECEMBER 31, 2022
COMPARED WITH 2021

6.4.1 REVENUES

Revenues consist of: (1) Gaming; (2) Hotel, food and beverage; (3) Retail and others and
(4) Interest income. The table below illustrates the consolidated revenues for the year ended
December 31, 2022 and 2021:

%
For the Year Ended December 31 Change
In thousands, except % change 2022 2021 2022 vs.
data Philippines Korea Consolidated Philippines Korea Consolidated 2021
Gaming 46,384,384 (8,530) 46,375,853 P
= 25,903,478 P
=- P
= 25,903,478 79.0
Hotel, food and beverage 3,214,013 41,955 3,255,968 1,430,702 - 1,430,702 127.6
Retail and others 3,331,854 6,675 3,338,528 1,811,585 1,779 1,813,364 84.1
Interest income 118,080 35 118,115 43,644 36 43,680 170.4
Gross revenues* 53,048,330 40,134 53,088,463 29,189,408 1,815 29,191,224 81.9
Less contra revenue accounts 14,162,269 287 14,162,556 7,176,370 - 7,176,370 97.3
Net revenues 38,886,060 39,847 38,925,907 P
= 22,013,038 P
= 1,815 P
= 22,014,853 76.8
* as defined under PFRS 15

Revenues in 2022 and 2021 have been impacted by the COVID-19 pandemic which has had
negative implications on the global economy and tourism. In 2022, there was a mild recovery as
mobility restrictions were sealed back and travel conditions improved. Please see a summary of
events that have impacted the business since 2020 on page 30 of this report.

In 2022, consolidated gross gaming, non-gaming revenues (including hotel, food and beverage,
retail and others), and interest income represented 87.4 percent, 12.4 percent and 0.2 percent of
gross revenues, respectively. Gross gaming, non-gaming revenues and interest income in the
previous year accounted for 88.8 percent, 11.1 percent and 0.1 percent of gross revenues,
respectively. Contra revenue increased to P14.2 billion, up by 97.3 percent year-on-year, due to
higher rebates to junket operators and VIP patrons as well as other customer promotions and
incentives provided to mass gaming guests.

6.4.1.1 Gaming

Philippines
In 2022, VIP rolling chip volume, mass table drop and slot coin-in grew by 95.9 percent, 53.9
percent and 90.7 percent year-over-year, respectively.

Gaming revenues after PFRS 15 allocation in 2022 increased by 79.1 percent or P25.9 billion as
compared to 2021.

Below is the breakdown of gross gaming revenues:

Amounts in millions 2022 2021 Change in Revenue

Volume* Revenue Hold Volume* Revenue Hold Amount %
VIP tables 481,697 16,459 3.42% 245,940 P
= 6,743 2.74% 9,715 144.1
Mass tables 37,977 16,780 44.2% 24,670 11,335 45.9% 5,445 48.0
Slots 307,886 16,883 5.5% 161,481 9,547 5.9% 7,336 76.8
50,122 27,625 22,497 81.4
PFRS 15 Allocation (3,737) (1,722) (2,016) 117.1
Total 46,384 P
= 25,903 P
= 20,481 79.1
*VIP volume represents rolling chips; Mass table volume represents mass drop; Slots volume represents coin-in

38
VIP revenue was P16.5 billion, representing an increase of 144.1 percent as a result of higher VIP
rolling chip volume and hold rate. The VIP hold rate was 3.42 percent, higher than the 2.74
percent last year and normal hold of 2.85 percent. On a hold-normalized basis, VIP revenue
would have increased by 95.9 percent.

Consistent with the performance of mass table drop and slot coin-in, mass table gaming and slot
revenues increased by 48.0 percent and 76.8 percent, to P16.8 billion and P16.9 billion,
respectively.

There were 4,160,935 visitors in 2022, higher by 65.6% percent as compared to last year.

Korea
Jeju Sun reported P8.5 million negative gross gaming revenue in 2022. Jeju Sun reopened on
October 3, 2022. In 2021, Jeju Sun reported nil gaming revenue due to the suspension of its
operations.

6.4.1.2 Hotel, Food and Beverage

Philippines
Hotel, food and beverage revenue amounted to P3.2 billion in 2022, representing an increase of
P1.8 billion or 124.6 percent as compared to last year. The increase was due to higher hotel
occupancy rate, F&B covers and increased complimentary items given to patrons which were
allocated to hotel and food and beverage revenue to comply with PFRS 15. Hotel occupancy rate
was 53.7 percent in 2022.

In 2022, hotel cash revenues were 38.9 percent as compared to 39.5 percent last year. F&B cash
revenues accounted for 57.9 percent of F&B revenues as compared to 45.9 percent in the prior
year.

Solaire F&B outlets served approximately 1,653,974 covers in 2022 as compared to 944,739
covers in 2021, an increase of 75.1 percent. Average checks increased by 21.9 percent to
P1,310.

Korea
The hotel and F&B operation of Jeju Sun generated 42.0 million revenue in 2022 after the
reopening of its operations on October 3, 2022. In 2021, Jeju Sun reported nil hotel F&B revenue
due to the suspension of its operations.

6.4.1.3 Retail and Others

Philippines
Retail and other revenues amounted to P3.3 billion in 2022, representing a increase of 83.9
percent from P1.8 billion in 2021.

Korea
The retail and other revenues of Jeju Sun increased by 267.1 percent year-on-year to P6.5 million.

39
6.4.1.4 Interest Income

Consolidated interest income amounted to P118.1 million in 2022, representing an increase of

170.4 percent from P43.7 million in 2021 due to lower average consolidated cash balances during
the year.

6.4.2 EXPENSES

Total expenses include: (1) Cash operating expenses; (2) Depreciation and amortization;
(3) Provision for doubtful accounts; (4) Interest expense; (5) Foreign exchange losses (gains) - net;
and (6) Others.

In 2022, total expenses of the Group increased by 28.6 percent to P33.8 billion.

Total cash operating expenses consist of: (1) Taxes and licenses; (2) Salaries and benefits;
(3) Advertising and promotions; (4) Office expenses; (5) Outside services and charges; (6) Utilities;
(7) Cost of sales; (8) Rent; (9) Repairs and maintenance; (10) Software and hardware
maintenance (11) Communication and transportation and (12) Others.

The table below shows the breakdown of total expenses for 2022 and 2021.

Table 6.4
%
For the Year Ended December 31
Change
2022 2021 2022 vs.
In thousands, except % change data Philippines Korea Consolidated Philippines Korea Consolidated 2021
Cash operating expenses:
Taxes and licenses 11,330,300 71,428 11,401,728 P6,341,797 P67,026 P6,408,822 77.9
Salaries and benefits 3,554,691 246,496 3,801,186 3,282,644 212,962 3,495,606 8.7
Advertising and promotions 422,327 6,812 429,140 294,338 - 294,338 45.8
Office expenses 1,208,566 5,130 1,213,695 970,671 462 971,133 25.0
Outside services and charges 1,975,674 17,157 1,992,830 1,663,090 22,823 1,685,914 18.2
Utilities 1,290,009 18,040 1,308,050 714,800 10,387 725,187 80.4
Cost of sales 3,013,255 3,828 3,017,083 1,391,379 - 1,391,379 116.8
Rent 50,510 1,037 51,546 41,377 981 42,358 21.7
Repairs and maintenance 203,627 2,446 206,073 176,474 1,184 177,658 16.0
Software and hardware
maintenance 456,684 3,656 460,340 332,836 2,660 335,496 37.2
Communication and transportation 164,902 3,330 168,232 113,283 1,838 115,121 46.1
Others 430,872 75,808 506,680 210,515 39,062 249,577 103.0
24,101,417 455,167 24,556,584 15,533,204 359,385 15,892,588 54.5
Depreciation and amortization 3,379,907 130,530 3,510,437 3,359,476 134,193 3,493,669 0.5
Provision for doubtful accounts 56,881 - 56,881 908,609 - 908,609 (93.7)
Interest expense 5,781,939 - 5,781,939 5,342,380 - 5,342,380 8.2
Foreign exchange losses (gains) – net (119,341) (1,619) (120,960) (202,245) (1,826) (204,071) (40.7)
Others - - - 7,693 821,987 829,680 (100.0)
Total Expenses 33,200,802 584,079 33,784,881 P24,949,116 P1,313,739 P26,262,855 28.6

6.4.2.1 Cash Operating Expenses

Philippines
Solaire cash operating expenses increased by 55.2 percent to P24.1 billion. Majority of the
increase in cash operating expenses was due to higher a) gaming taxes which is consistent with
the increase in gaming revenues b) cost of sales due to increased promotional and complimentary
items given to patrons and c) utilities.

40
Korea
Solaire Korea registered P455.2 million of cash operating expenses in 2022 which was a higher by
26.7 percent or P95.8 million from last year. The increase was mainly attributed to the reopening
of Jeju Sun on October 3, 2022.

Taxes and licenses

Taxes and licenses consist mainly of licenses fees (inclusive of the franchise tax) paid to
PAGCOR. Higher taxes and licenses is consistent with the increase in gaming revenues.

Salaries and benefits

Salaries and wages increased by 8.7 percent which is attributable to additional manpower
requirements in Solaire and Jeju Sun.

Advertising and promotions

Advertising and promotions expenses increased by 45.8 percent. This account consists of
expenses relating to property and brand marketing, events and promotions, print and media
placements, corporate giveaways, prizes and sponsorship of events, trade shows, exhibits and
partnerships and other similar expenses.

Office expenses
Office expenses increased by 25.0 percent. This account consists of costs of gaming and office
supplies, guest supplies, cleaning supplies, property and other insurance, housekeeping supplies
and employee related expenses.

Outside services and charges

Outside services and charges increased by 18.2 percent in 2022 as compared to the prior year.
This account pertains to the cost of professional and third-party services which include, among
others, legal services, consultancy services, marketing services, security services, audit services,
landscaping services and maintenance and cleaning services.

Utilities
Utilities expenses are composed of electricity cost, water charges, fuel costs, gas, sewerage and
cost of air conditioning supplies. Utilities expenses increased by 80.4 percent in 2022.

Cost of sales
Cost of sales was higher by 116.8 percent due to increased promotional items and complimentary
items given to patrons.

Rent
Rent pertains to cost incurred for the usage of leased gaming equipment and overseas marketing
offices. Rent expense is higher by 21.7 percent mainly due to higher rental charges on the leased
gaming equipment as a result of increased gaming operations.

Repairs and maintenance

Repairs and maintenance represent cost associated with the upkeep of property and equipment,
including casino equipment, furniture and fixtures, curtains and drapery, transportation equipment,
electrical and mechanical equipment. Repairs and maintenance expenses increased by 16.0
percent.

Communication and transportation

Communication and transportation represent the cost of telephone and data communications, valet
services, fleet management services and shuttle services. Costs of business travels are also
charged to this account. Communication and transportation expenses increased by 46.1 percent.

Others
Other expenses consist of miscellaneous expenses pertaining to complimentary service charges,
representation, dues and subscriptions, freight charges, contract entertainment, trust fees,
donations and community service expenses, credit card commissions and bank charges.
41
6.4.2.2 Depreciation and Amortization

Depreciation and amortization pertains to the straight-line depreciation and amortization of

property and equipment including operating equipment, over the useful lives of these assets which
range between 3 years to 40 years. Depreciation and amortization slightly increased by 0.5
percent.

6.4.2.3 Provision for Doubtful Accounts

The Group evaluates provision for doubtful accounts based on a specific and collective review of
customer accounts as well as experience with collection trends in the gaming industry and current
economic and business conditions. In 2022, the Group provided P56.9 million for doubtful
accounts.

6.4.2.4 Interest Expense

Interest expense increased by 8.2 percent from P5.3 billion in 2021 to P5.8 billion in 2022
mainly due to higher average bank loan balance.

6.4.2.5 Foreign Exchange Losses (Gains) – Net

The Group registered a net foreign exchange gain of P121.0 million in 2022 mainly arising from the
translation of foreign currency cash balances, receivables and payables at the period-end closing
rate. Net foreign exchange gain in the same period last year was P204.1 million.

6.4.2.6 Gain (Loss) on Disposal of Property and Equipment and Others

Others in 2021 pertains to the impairment of casino license and goodwill at Jeju Sun, share in net
loss of Falconer Aircraft Management, Inc., and gain as a result of the compromise agreement with
the previous owner of Jeju Sun.

6.4.3 EBITDA

Philippines
In 2022, Solaire’s EBITDA of P14.7 billion was higher by 164.3 percent compared to last year.
EBITDA margin in 2022 was 37.9 percent as compared to 25.3 percent previously. The
improvement in EBITDA is attributed to higher net revenues.

Korea
Solaire Korea posted P415.3 million LBITDA in 2022, higher by 16.2 percent as a result of higher
cash operating expenses, partly offset by the increase in net revenues.

CONSOLIDATED

Below is comparison of consolidated reported and hold-normalized EBITDA (LBITDA):

For the Year Ended

December 31 Change
In thousands, except % change data 2022 2021
Net Revenue 38,925,907 22,014,853 76.8%
EBITDA (LBITDA) 14,313,639 5,213,656 174.5%
EBITDA (LBITDA) Margin 36.8% 23.7% 1,310 bps
Hold-Normalized EBITDA* 12,559,515 5,487,149 128.9%
Hold-Normalized EBITDA Margin* 34.2% 24.6% 960 bps
* Hold-normalized EBITDA is based on 2.85% VIP hold.

The reported VIP hold in 2022 was 3.42 percent, 57 basis points higher than the 2.85 percent
normalized hold. This resulted in the reported EBITDA being 14.0 percent higher than
hold-normalized EBITDA of P12.6 billion.
42
6.4.4 PROVISION FOR (BENEFIT FROM) INCOME TAX

In 2022, the Group recognized a P1.2 million benefit from income tax as compared to P1.4 million
provision for income tax in 2021.

6.4.5 NET INCOME (LOSS)

The Group posted a consolidated net income of P5.1 billion in 2022, a turn-around from the
consolidated net loss of P4.2 billion last year. The reversal was brought about by the 174.5
percent increase in EBITDA.

6.4.6 EARNINGS (LOSS) PER SHARE

The basic income per share of P0.476 in 2022 was a reversal from the P0.387 basic loss per share
reported last year. The diluted income per share in the second quarter of 2022, after considering
the shares granted under the stock incentive plan, was P0.474 compared to P0.387 diluted loss
per share last year.

6.4 OPERATING RESULTS FOR THE YEAR ENDED DECEMBER 31, 2021
COMPARED WITH 2020

6.5.1 REVENUES

Revenues consist of: (1) Gaming; (2) Hotel, food and beverage; (3) Retail and others and
(4) Interest income. The table below illustrates the consolidated revenues for the year ended
December 31, 2021 and 2020:

%
For the Year Ended December 31 Change
In thousands, except % change 2021 2020 2021 vs.
data Philippines Korea Consolidated Philippines Korea Consolidated 2020
Gaming P
= 25,903,478 P
=- P
= 25,903,478 P
= 20,823,930 P
= 93,090 P
= 20,917,020 23.8
Hotel, food and beverage 1,430,702 - 1,430,702 1,628,555 22,309 1,650,864 (13.3)
Retail and others 1,811,585 1,779 1,813,364 1,894,411 3,532 1,897,943 (4.5)
Interest income 43,644 36 43,680 130,205 56 130,261 (66.5)
Gross revenues* 29,189,408 1,815 29,191,224 24,477,101 118,987 24,596,087 18.7
Less contra revenue accounts 7,176,370 - 7,176,370 6,767,990 39,431 6,807,420 5.4
Net revenues P
= 22,013,038 P
= 1,815 P
= 22,014,853 P
= 17,709,111 P
= 79,556 P
= 17,788,667 23.8
* as defined under PFRS 15

Revenues have been impacted by the COVID-19 pandemic which has had negative implications
on the global economy and tourism. In response, PAGCOR on March 15, 2020 directed to
suspend, for the duration of the quarantine, all casino operations in licensed integrated resort
casinos, electronic games (eGames), bingo (traditional and electronic), sports betting, poker, slot
machine clubs and other activities regulated by PAGCOR. Accordingly, all gaming operations in
Solaire and the other integrated resorts in Entertainment City were suspended to comply with
PAGCOR’s directive. Note that performance in 2020 had the benefit of at least 74 days of
pre-pandemic, full-capacity operations before the implementation of community quarantines.

As of June 15, 2020, relevant authorities allowed Solaire to commence limited dry run gaming
operations under GCQ. Such dry run operations, which involve only in-house and select invited
guests, are a means for operators to fine tune their services in accordance with new normal
protocols.

On March 29, 2021, Solaire’s operations were suspended in accordance with the return of Metro
Manila to ECQ and subsequent easing to MECQ last April 12, 2021. On May 15, 2021, Solaire
reopened when Metro Manila was relaxed to GCQ. However, from August 6 to September 15,
Solaire again closed to the public when Metro Manila reverted to ECQ and MECQ. On September
16, 2021, restrictions in Metro Manila were relaxed under a new classification system to GCQ Alert
Level 4. On the same day, Solaire reopened, keeping to its invite-only approach and limited
capacity operations.

43
In 2021, consolidated gross gaming, non-gaming revenues (including hotel, food and beverage,
retail and others), and interest income represented 88.8 percent, 11.1 percent and 0.1 percent of
gross revenues, respectively. Gross gaming, non-gaming revenues and interest income in the
same period last year accounted for 85.1 percent, 14.4 percent and 0.5 percent of gross revenues,
respectively. Contra revenue increased to P7.2 billion, up by 5.4 percent year-on-year, due to the
higher customer promotions and incentives provided to mass gaming guests.

6.5.1.1 Gaming

Philippines
In 2021, VIP volumes posted a decline of 8.4 percent than last year, while mass table drop and slot
coin-in volumes grew by 27.7 percent and 37.6 percent year-over-year, respectively.

Gaming revenues after PFRS 15 allocation in 2021 increased by 24.4 percent or P5.1 billion as
compared to 2020.

Below is the breakdown of gross gaming revenues:

Amounts in millions 2021 2020 Change in Revenue

Volume* Revenue Hold Volume* Revenue Hold Amount %
VIP tables 245,940 P
= 6,743 2.74% 268,393 P
= 8,034 2.99% (P
= 1,291) (16.1)
Mass tables 24,670 11,335 45.9% 19,318 7,340 38.0% 3,995 54.4
Slots 161,481 9,547 5.9% 117,357 7,238 6.2% 2,309 31.9
27,625 22,612 5,013 22.2
PFRS 15 Allocation (1,722) (1,788) 66 (3.7)
Total P
= 25,903 P
= 20,824 P
= 5,080 24.4
*VIP volume represents rolling chips; Mass table volume represents mass drop; Slots volume represents coin-in

VIP revenue was P6.7 billion, representing a decrease of 16.1 percent. The VIP hold rate was
2.74 percent, lower than the 2.99 percent last year and normal hold of 2.85 percent. On a
hold-normalized basis, VIP revenue would have decreased by 8.4 percent.

Mass table gaming revenues showed an improvement as reflected by an increase of 54.4 percent
or P4.0 billion. Slot revenue also increased by P2.3 billion or 31.9 percent compared to the same
period last year.

Korea
Jeju Sun reported nil gross gaming revenue in 2021 as the management decided to temporarily
cease all operations in response to the COVID-19 pandemic from March 21, 2020.

6.5.1.2 Hotel, Food and Beverage

Philippines
Hotel, food and beverage revenue amounted to P1.4 billion in 2021, representing a decrease of
P197.9 million or 12.1 percent as compared to in 2020 due to intermittent business conditions that
adversely impacted REVPAR and the hotel occupancy rate.

In 2021, hotel cash revenues were 39.5 percent as compared to 52.6 percent last year. F&B cash
revenues accounted for 45.9 percent of F&B revenues as compared to 47.2 percent in the prior
year.

Solaire F&B outlets served approximately 944,739 covers in 2021 as compared to 922,454 covers
in 2020, an increase of 2.4 percent. Average checks increased by 22.6 percent to P1,075.

Korea
The hotel and F&B operation of Jeju Sun generated nil of revenue in 2021, due to the suspension
of its operations since March 21, 2020. In 2020, Jeju Sun generated P22.3 million of hotel and
F&B revenue.

44
6.5.1.3 Retail and Others

Philippines
Retail and other revenues amounted to P1.8 billion in 2021, representing a decrease of 4.4
percent from P1.9 billion in 2020.

Korea
Jeju Sun generated P1.8 million of retail and other revenues in 2021 which is lower by 49.6
percent compared last year.

6.5.1.4 Interest Income

Consolidated interest income amounted to P43.7 million in 2021, representing a decrease of 66.5
percent from P130.3 million in 2020 due to lower average consolidated cash balances during the
year.

6.5.2 EXPENSES

Total expenses include: (1) Cash operating expenses; (2) Depreciation and amortization;
(3) Provision for doubtful accounts; (4) Interest expense; (5) Foreign exchange losses (gains) - net;
and (6) Others.

In 2021, total expenses of the Group decreased by 0.2 percent to P26.3 billion.

Total cash operating expenses consist of: (1) Taxes and licenses; (2) Salaries and benefits;
(3) Advertising and promotions; (4) Office expenses; (5) Outside services and charges; (6) Utilities;
(7) Cost of sales; (8) Rent; (9) Repairs and maintenance; (10) Software and hardware
maintenance (11) Communication and transportation and (12) Others.

The table below shows the breakdown of total expenses for 2021 and 2020.

Table 6.5
%
For the Year Ended December 31
Change
2021 2020 2021 vs.
In thousands, except % change data Philippines Korea Consolidated Philippines Korea Consolidated 2020
Cash operating expenses:
Taxes and licenses P6,341,797 P67,026 P6,408,822 P5,200,396 P61,904 P5,262,300 21.8
Salaries and benefits 3,282,644 212,962 3,495,606 3,615,196 314,525 3,929,721 (11.0)
Advertising and promotions 294,338 - 294,338 336,613 12,020 348,633 (15.6)
Office expenses 970,671 462 971,133 802,990 8,332 811,322 19.7
Outside services and charges 1,663,090 22,823 1,685,914 2,117,776 30,442 2,148,218 (21.5)
Utilities 714,800 10,387 725,187 662,003 16,578 678,581 6.9
Cost of sales 1,391,379 - 1,391,379 1,567,588 3,916 1,571,504 (11.5)
Rent 41,377 981 42,358 84,772 1,561 86,334 (50.9)
Repairs and maintenance 176,474 1,184 177,658 131,734 2,624 134,358 32.2
Software and hardware
maintenance 332,836 2,660 335,496 298,308 4,396 302,704 10.8
Communication and transportation 113,283 1,838 115,121 132,353 4,043 136,396 (15.6)
Others 210,515 39,062 249,577 225,569 14,134 239,702 4.1
15,533,204 359,385 15,892,588 15,175,297 474,475 15,649,772 1.6
Depreciation and amortization 3,359,476 134,193 3,493,669 3,131,564 216,891 3,348,455 4.3
Provision for doubtful accounts 908,609 - 908,609 708,893 - 708,893 28.2
Interest expense 5,342,380 - 5,342,380 5,399,452 10,945 5,410,397 (1.3)
Foreign exchange losses (gains) – net (202,245) (1,826) (204,071) 241,461 (10,769) 230,693 (188.5)
Others 7,693 821,987 829,680 492,321 483,002 975,323 (14.9)
Total Expenses P24,949,116 P1,313,739 P26,262,855 P25,148,988 P1,174,545 P26,323,533 (0.2)

45
6.5.2.1 Cash Operating Expenses

Philippines
Solaire cash operating expenses slightly increased by 2.4 percent to P15.5 billion. The increase in
cash operating expenses was mainly due to higher gaming taxes which is consistent with the
increase in gaming revenues.

Korea
Solaire Korea registered P359.4 million of cash operating expenses in 2021 which was a decline of
P115.1 million from last year. The decline was attributed to lower salaries and benefits. In 2021,
Jeju Sun continued to avail of government aid to the tourism industry that partially covers payroll
costs of eligible companies. Total subsidy received by Jeju Sun in 2021 amounted to $2.1 million
or P105.1 million.

Taxes and licenses

Taxes and licenses consist mainly of licenses fees (inclusive of the franchise tax) paid to
PAGCOR. Higher taxes and licenses is consistent with the increase in gaming revenues.

Salaries and benefits

Salaries and wages decreased by 11.0 percent which is attributable to the rationalization of the
Group’s manpower requirements, lower compensation expense recognized related to the Stock
Incentive Plan (SIP) and the government aid availed by Jeju Sun.

Advertising and promotions

Advertising and promotions expenses decreased by 15.6 percent. This account consists of
expenses relating to property and brand marketing, events and promotions, print and media
placements, corporate giveaways, prizes and sponsorship of events, trade shows, exhibits and
partnerships and other similar expenses.

Office expenses
Office expenses increased by 19.7 percent. This account consists of costs of gaming and office
supplies, guest supplies, cleaning supplies, property and other insurance, housekeeping supplies
and employee related expenses.

Outside services and charges

Outside services and charges decreased by 21.5 percent in 2021 as compared to the prior year.
This account pertains to the cost of professional and third-party services which include, among
others, legal services, consultancy services, marketing services, security services, audit services,
landscaping services and maintenance and cleaning services.

Utilities
Utilities expenses are composed of electricity cost, water charges, fuel costs, gas, sewerage and
cost of air conditioning supplies. Utilities expenses increased by 6.9 percent in 2021.

Cost of sales
Cost of sales was lower by 11.5 percent due to decreased promotional items and complimentary
items given to patrons.

Rent
Rent pertains to cost incurred for the usage of leased gaming equipment and overseas marketing
offices. Rent expense declined by 50.9 percent mainly due to the waiver of rental charges on the
leased gaming equipment during the temporary closure of Solaire under ECQ and reduced rates
during the limited dry run gaming operations under GCQ.

Repairs and maintenance

Repairs and maintenance represent cost associated with the upkeep of property and equipment,
including casino equipment, furniture and fixtures, curtains and drapery, transportation equipment,

46
electrical and mechanical equipment. Repairs and maintenance expenses increased by 32.2
percent.

Communication and transportation

Communication and transportation represent the cost of telephone and data communications, valet
services, fleet management services and shuttle services. Costs of business travels are also
charged to this account. Communication and transportation expenses declined by 15.6 percent.

Others
Other expenses consist of miscellaneous expenses pertaining to complimentary service charges,
representation, dues and subscriptions, freight charges, contract entertainment, trust fees,
donations and community service expenses, credit card commissions and bank charges.

6.5.2.2 Depreciation and Amortization

Depreciation and amortization pertains to the straight-line depreciation and amortization of

property and equipment including operating equipment, over the useful lives of these assets which
range between 3 years to 40 years. Depreciation and amortization increased by 4.3 percent.

6.5.2.3 Provision for Doubtful Accounts

The Group evaluates provision for doubtful accounts based on a specific and collective review of
customer accounts as well as experience with collection trends in the gaming industry and current
economic and business conditions. In 2021, the Group provided P908.6 million for doubtful
accounts.

6.5.2.4 Interest Expense

Interest expense decreased by 1.3 percent from P5.4 billion in 2020 to P5.3 billion in 2021
mainly due to lower average bank loan balance.

6.5.2.5 Foreign Exchange Losses (Gains) – Net

The Group registered a net foreign exchange gain of P204.1 million in 2021 as compared to
P230.7 million net foreign exchange loss last year, mainly arising from the translation of foreign
currency cash balances, receivables and payables at the period-end closing rate.

6.5.2.6 Gain (Loss) on Disposal of Property and Equipment and Others

Others pertains to the impairment of casino license and goodwill at Jeju Sun, share in net loss of
Falconer Aircraft Management, Inc., and gain as a result of the compromise agreement with the
previous owner of Jeju Sun.

6.5.3 EBITDA

Philippines
In 2021, Solaire’s EBITDA of P5.6 billion was higher by 205.3 percent compared last year.
EBITDA margin in 2021 was 25.3 percent as compared to 10.3 percent last year. The
improvement in EBITDA is attributed to increased net gaming revenues.

Korea
Solaire Korea posted P357.6 million LBITDA in 2021, representing an improvement from the
P394.9 million LBITDA recorded last year. Lower reported LBITDA was mainly due to the decline
in cash operating expenses.

47
CONSOLIDATED

Below is comparison of consolidated reported and hold-normalized EBITDA (LBITDA):

For the Year Ended

December 31 Change
In thousands, except % change data 2021 2020
Net Revenue 22,014,853 17,788,667 23.8%
EBITDA (LBITDA) 5,213,656 1,430,002 264.6%
EBITDA (LBITDA) Margin 23.7% 8.0% 1,570 bps
Hold-Normalized EBITDA (LBITDA)* 5,487,149 1,242,155 341.8%
Hold-Normalized EBITDA (LBITDA) Margin* 24.6% 7.1% 1,750 bps
* Hold-normalized EBITDA is based on 2.85% VIP hold.

The reported VIP hold in 2021 was 2.74 percent, 11 basis points lower than the 2.85 percent
normalized hold. This resulted in the reported EBITDA being 5.0 percent lower than
hold-normalized EBITDA of P5.5 billion.

6.5.4 PROVISION FOR (BENEFIT FROM) INCOME TAX

In 2021, the Group recognized a P1.4 million provision for income tax as compared to P207.1
million benefit from income tax in 2020.

6.5.5 NET INCOME (LOSS)

In 2021, the Group posted a consolidated net loss of P4.2 billion, an improvement from last year’s
consolidated net loss of P8.3 billion.

6.5.6 EARNINGS (LOSS) PER SHARE

The basic and diluted loss per share P0.387 in 2021 is lower compared to the basic and diluted
loss per share of P0.758 last year.

6.6 TRENDS, EVENTS OR UNCERTAINTIES AFFECTING RECURRING REVENUES AND

PROFITS

The Group is exposed to a number of trends, events, and uncertainties which affect recurring
revenues and profits of its casino and hotel operations. These include levels of general economic
activity, as well as certain cost items, such as labor, fuel, and power.

The Group collects revenues in various currencies and the appreciation and depreciation of the US
or HK dollar and other major currencies against the Philippine peso, may have a negative impact
on the Group’s reported levels of revenues and profits.

Coronavirus Pandemic
On January 31, 2020, the World Health Organization (“WHO”) declared the novel coronavirus
acute respiratory disease (now COVID-19) health event as a public health emergency of
international concern. On the same day, the Philippines issued a temporary travel ban covering all
travelers coming from Hubei Province of China. On February 2, 2020, the Philippines banned all
travel to and from China and its two administrative regions, Hong Kong and Macau, to stem the
spread of the virus.

On March 14, 2020, Philippine President Rodrigo Duterte placed Metro Manila under “Enhanced
Community Quarantine” (ECQ). On March 16, 2020, the ECQ was expanded to cover the entire
Luzon island. The ECQ, which is effectively a lockdown, restricts the movement of the population
to contain the pandemic. The ECQ mandated the temporary closure of non-essential shops and
businesses.

48
In line with the declaration of ECQ in Metro Manila, PAGCOR announced on March 15, 2020 that
casino operations would be suspended for the duration of the quarantine. The temporary closure
applied to PAGCOR-operated casinos, all licensed and integrated resort casinos, electronic games
(eGames), bingo (traditional and electronic), sports betting, poker, slot machine clubs and other
activities regulated by PAGCOR. Accordingly, all gaming operations in Solaire and the other
integrated resorts in Entertainment City were suspended to comply with PAGCOR’s directive.

The ECQ lasted until May 15, 2020 when Metro Manila transitioned to “Modified Enhanced
Community Quarantine” (MECQ). A more relaxed “General Community Quarantine” (GCQ)
became effective from June 1, 2020, except for two weeks from August 4 to August 18, 2020 when
MECQ was imposed.”

In June 2020, relevant authorities allowed Solaire and other integrated resorts in Entertainment
City to commence limited dry run gaming operations under GCQ. Such dry run operations, which
involve only in-house and select invited guests, are means for operators to fine tune their services
in accordance with new normal protocols. For the time Solaire was open in 2020, it maintained an
invite-only policy and was not open to the public.

Due to the resurgence in COVID-19 cases in March 2021, Metro Manila and nearby provinces
were reverted to ECQ starting March 29, 2021 and transitioned to the less restrictive MECQ on
April 12, 2021. On May 15, 2021, the government placed Metro Manila and other areas to the
more relaxed GCQ. Solaire suspended its operations from March 29, 2021 when Metro Manila
reverted to ECQ and MECQ and reopened on May 15, 2021, as allowed by relevant authorities,
when Metro Manila was relaxed to GCQ.

To rein in the surge in COVID-19 cases due to the Delta variant, Metro Manila was again placed
under ECQ and MECQ from August 6, 2021 to September 15, 2021. During this time, Solaire was
closed to the public.

On September 16, 2021, Metro Manila was placed under GCQ Alert Level 4 and Solaire reopened
keeping to its invite-only policy and limited capacity operations. Starting October 16, 2021,
government eased the quarantine restriction to GCQ Alert Level 3. From November 15 to
December 31, 2021, Metro Manila was placed under GCQ Alert Level 2.

On January 3, 2022, the government again placed Metro Manila under GCQ Alert Level 3 due to
the surge in new cases caused by the highly contagious but less severe COVID-19 Omicron
variant. On February 1, 2022, Metro Manila was placed under GCQ Alert Level 2 and further
eased to GCQ Alert Level 1 on March 1, 2022. Metro Manila remained under GCQ Alert Level 1
throughout the rest of 2022 and 2023. PAGCOR has allowed casinos to open to the public on
limited capacity following guidelines under GCQ Alert Level 1.

On July 22, 2023, Philippine President Ferdinand Marcos Jr. lifted the State of Public Health
Emergency throughout the Philippines relating to COVID-19. Hence there are no more restriction
on the operating capacity of Solaire.

6.7 FINANCIAL CONDITION

The table below shows the consolidated condensed balance sheets as of December 31, 2023,
2022 and 2021:

Table 6.7 Balance Sheets

As of December 31 % Change % Change
In thousands, except % change data 2023 2022 2021 2023 vs 2022 2022 vs 2021
Current assets 43,824,782 P41,411,374 P27,767,930 5.8% 49.1%
Total assets 160,169,876 141,125,599 115,252,024 13.5% 22.4%
Current liabilities 23,752,185 20,769,503 12,385,704 14.4% 67.7%
Total interest-bearing debt 94,867,242 91,335,220 75,790,396 3.9% 20.5%
Total liabilities 111,913,571 107,970,501 87,328,213 3.7% 23.6%
Total equity* 48,376,572 33,268,698 28,006,826 45.4% 18.8%
*Total equity attributable to Equity Holders of the Parent Company

49
 As of December 31
In thousands, except % change data 2023 2022 2021
Current assets/total assets 27.4% 29.34% 24.09%
Current ratio 1.85 1.99 2.24
Debt-equity ratio1 2.31 3.25 3.13
Net debt-equity ratio2 1.49 2.11 2.23
1
Debt includes all liabilities. Equity includes paid-up capital, equity reserves, share-based payment plan and retained earnings/deficit.
2
Net Debt includes all liabilities less cash and cash equivalents and restricted cash (current and noncurrent portion).

Current assets increased by 5.8 percent to P43.8 billion as of December 31, 2023, due to higher
level of cash and cash equivalents input VAT classified as current.

The following summarizes the aging of the Group’s receivables as of December 31, 2023:

In thousands
Current P
= 2,063,841
90 Days 59,811
Over 90 Days 780,615
Total P
= 2,904,268

Total assets increased by 13.5 percent from P141.1 billion to P160.2 billion. The increase was
attributed to the higher level of cash and cash equivalents, and additions to property and
equipment.

Current liabilities were higher by 14.4 percent mainly due to the increase in the current portion of
long-term debt and higher payables to contractors. These were partly offset by the decrease in
outstanding chips and other gaming liabilities, customers’ deposits and gaming taxes payable.

Total liabilities grew by 3.7 percent mainly due to the additional drawdown on the P40.0 billion
Syndicated Loan Facility and the increase in retirement liability as a result of the accrual of current
and past service costs. These were partly offset by the scheduled principal repayments relating to
the P73.5 billion and P20.0 billion Syndicated Loan Facilities.

Total equity increased by 45.4 percent, mainly driven by the P9.5 billion net income earned in 2023
and issuance of 559 million new shares of Bloomberry in September 2023.

6.7.1 MATERIAL VARIANCES AFFECTING THE BALANCE SHEET FOR THE

YEAR ENDING DECEMBER 31, 2023

Balance sheet accounts as of December 31, 2023 with variances of plus or minus 5.0 percent
against December 31, 2022 balances are discussed, as follows:

Current Assets

1. Cash and cash equivalents increased by 5.1 percent as a result of higher cash generated
from operations in Solaire and net proceeds from additional drawdowns on the P40.0
billion Syndicated Loan Facility. The movement in cash and cash equivalents will be
further discussed in the liquidity section.

2. Receivables increased by 6.4 percent mainly due to the reclassification of deposits relating
to future stock purchase and subscription to current receivables. The increase was partially
offset by the higher collection of casino receivables and receivable from related parties.

3. Prepayments increased by 30.0 percent due to higher advances to suppliers and input
VAT classified as current.

Noncurrent Assets

4. Property and equipment increased by 19.1 percent due to additional costs incurred relating
to the construction of Solaire Resort North.

50
 5. Advances to contractors declined by 37.8 percent mainly due to lower advances made in
relation to the construction of Solaire Resort North.

6. Other noncurrent assets increased by 16.7 percent primarily attributed to additions in

operating equipment and input VAT classified as noncurrent.

Liabilities

7. Payables and other current liabilities decreased by 5.0 percent due to lower outstanding
chips and other gaming liabilities and the reclassification of unearned rent and tenant’s
security deposit to noncurrent after the renewal of lease agreement for another 5 years.

8. Long-term debt increased by 3.9 percent due to the additional drawdown on the P = 40.0
billion Syndicated Loan Facility, partly offset by the scheduled principal repayments on the
P
= 73.5 billion Syndicated Loan Facility and P = 20.0 billion additional loan facility.

9. Lease liabilities decreased by 57.9 percent mainly due to lease payments made, partly
offset by the accretion of interest.

10. Retirement liability increased by 126.7 percent due to the accrual of past and current
service costs in 2023.

11. Other noncurrent liabilities increased by 845.9 percent due to the reclassification of
unearned rent and tenant’s security deposit from current liabilities.

Equity

12. Capital stock increased by 5.1 percent due to the issuance of 559,000,000 new shares of
Bloomberry.

13. Additional paid-in capital increased by 37.5 percent which is accounted for by the amount
of proceeds in excess of the par value of the Bloomberry shares issued.

14. Treasury shares decreased by 18.5 percent due to the sale of treasury shares for vested
stock awards.

15. Other comprehensive loss is mainly due to the net effect of the translation of the financial
statements of Solaire Korea and its subsidiaries.

16. Retained earnings increased by 89.1 percent primarily due to the P

= 9.5 billion net income
earned attributable to equity holders of the parent entity.

6.7.2 MATERIAL VARIANCES AFFECTING THE BALANCE SHEET FOR THE

YEAR ENDING DECEMBER 31, 2022

Balance sheet accounts as of December 31, 2022 with variances of plus or minus 5.0 percent
against December 31, 2021 balances are discussed, as follows:

Current Assets

1. Cash increased by 50.6 percent due to higher cash generated by Solaire operations and
the additional drawdowns on the P20.0 billion additional loan facility and P40.0 billion
Syndicated Loan Facility. The movement in cash and cash equivalents will be further
discussed in the liquidity section.

2. Receivables increased by 70.4 percent, primarily due to higher casino receivables which is
consistent with the increase in gross gaming revenues.

51
 3. Inventories increased by 21.0 percent due to higher inventory levels of food and beverage
supplies.

Noncurrent Assets

4. Property and equipment increased by 8.4 percent due to additional costs incurred during
the period relating to the construction of Solaire Resort North.

5. Other noncurrent assets grew by 224.4 percent due to the deposits made for land
acquisition and future stock subscription and increase in advances to contractors relating
to the construction of Solaire Resort North.

Liabilities

6. Payables and other current liabilities increased by 51.9 percent due to higher outstanding
chips and other gaming liabilities and gaming taxes payable.

7. Long-term debt increased by 20.5 percent due to the full drawdown of the undrawn portion
of the P20.0 billion additional loan facility and additional drawdown on the P40.0 billion
Syndicated Loan Facility.

8. Lease liabilities increased by 66.2 percent due to the renewal of lease contract and
accretion of interest, partly offset by the lease payments.

9. Retirement liability increased by 4.3 percent primarily due to the accrual of service costs in
2022.

Equity

10. Treasury shares increased by 14.5 percent due to the acquisition of Bloomberry shares
from the secondary market, partly offset by the issuance of treasury shares for vested
stock awards.

11. Share-based payment plan increased by 27.2 percent due to the recognition of current
period’s compensation expense, partially offset by the issuance of shares for vested stock
awards.

12. The decrease in other comprehensive loss by 24.7 percent pertains to the net effect of the
translation of the financial statements of Solaire Korea and its subsidiaries.

13. Retained earnings increased by 98.7 percent mainly due to the P

= 5.2 billion net income
recognized in 2022.

52
6.7.3 MATERIAL VARIANCES AFFECTING THE BALANCE SHEET FOR THE
YEAR ENDING DECEMBER 31, 2021

Balance sheet accounts as of December 31, 2021 with variances of plus or minus 5.0 percent
against December 31, 2020 balances are discussed, as follows:

Current Assets

1. Cash and cash equivalents increased by 7.7 percent as a result of higher cash generated
from operations in Solaire and net proceeds from additional drawdowns on the P40.0
billion Syndicated Loan Facility and P
= 20.0 billion additional facility. The movement in cash
and cash equivalents will be further discussed in the liquidity section.

2. Receivables declined by 32.3 percent due to the write-off of casino receivables and
additional provisions for doubtful accounts.

3. Inventories decreased by 26.9 percent due to lower inventory levels of operating supplies.

Noncurrent Assets

4. Intangible assets decreased by 100.0 percent mainly due to the full impairment of Jeju
Sun’s casino license.

5. Other noncurrent assets increased by 7.0 percent due to additional prepaid debt issue
costs recognized relating to the undrawn portion of P40.0 billion Syndicated Loan Facility
and P
= 20.0 billion additional facility and increase in creditable withholding tax.

Current Liabilities

6. Income tax payable decreased by 67.8 percent due to lower non-gaming taxable income.

Noncurrent Liabilities

7. Noncurrent portion of long-term debt increased by 10.9 percent mainly due to the
additional drawdown on the P40.0 billion Syndicated Loan Facility and P = 20.0 billion
additional facility, partly offset by the scheduled principal repayments on the P
= 73.5 billion
Syndicated Loan Facility.

8. Lease liabilities decreased by 50.7 percent mainly due to lease payments, partially offset
by the accretion of interest.

Equity

9. Treasury shares increased by 87.1 percent as a result of the acquisition of Bloomberry

shares from the secondary market, partly offset by the issuance of treasury shares for
vested stock awards.

10. Other comprehensive loss is mainly due to the net effect of the translation of the financial
statements of Solaire Korea and its subsidiaries.

11. Retained earnings decreased by 44.1 percent primarily due to the P

= 4.2 billion net loss
attributable to equity holders of the parent entity.

53
6.8 LIQUIDITY AND CAPITAL RESOURCES

This section discusses the Group’s sources and use of funds as well as its debt and equity profile.

6.8.1 Liquidity

The table below shows the Group’s consolidated cash flows for the years ended December 31,
2023, 2021 and 2020:

Table 6.8.1 Consolidated Cash Flows

For the Year
Ended December 31 % Change
In thousands, except % change data 2023 2022 2021 2023 vs 2022 vs
2022 2021
Net cash provided by operating activities P20,539,583 P18,519,810 P5,006,715 10.9 269.3
Net cash used in investing activities (20,902,174) (15,433,293) (4,958,909) 35.4 210.7
Net cash provided by financing activities 2,545,138 9,527,831 1,046,153 (73.3) 810.8
Effect of exchange rate changes on cash (238,725) 117,514 713,191 (303.1) (83.5)
Net increase in cash and cash equivalents 1,943,823 12,731,861 1,807,149 (84.7) 604.5
Cash and cash equivalents, beginning 37,890,537 25,158,676 23,351,526 50.6 7.7
Cash and cash equivalents, end P39,834,360 P37,890,537 P25,158,676 5.1 50.6

In 2023, the Group registered positive cash flows from operating activities of P
= 20.5 billion,
10.9 percent higher compared to the same period last year. The improvement was backed by
the strong operational performance of Solaire Resort Entertainment City.

Net cash used in investing activities in 2023 comprised of payments made in relation to the
construction of Solaire Resort North and ongoing construction projects at Solaire Resort
Entertainment City, partly offset by the proceeds from the sale of property and equipment.

In 2023, net cash provided by financing activities consists of the proceeds from the issuance of
559,000,000 shares from unissued shares of stocks of Bloomberry and additional drawdown on
the P
= 40.0 billion Syndicated Loan Facility. These were offset by the interest payments and
scheduled principal repayments on the P = 73.5 billion and P
= 20.0 billion Syndicated Loan Facilities.

6.8.2 Capital Resources

The table below shows the Group’s capital sources as of December 31, 2023, 2022 and 2021:
Table 6.8 Capital Sources
As of December 31 % Change % Change
In thousands, except % change data 2023 2022 2021 2023 vs 2022 2022 vs 2021
Long-term debt - net 94,867,242 P91,335,220 P75,790,396 3.9 20.5
Equity* 48,376,572 33,268,698 28,006,826 45.4 18.8
Total Capital 143,243,814 P124,603,918 P103,797,222 15.0 20.0
*Attributable to equity holders of the Parent Company

Total capital grew 15.0 percent year-on-year to P

= 143.2 billion mainly driven by the P
= 9.5 billion net
income earned in 2023, issuance of new shares of Bloomberry and additional drawdown on the
P
= 40.0 billion Syndicated Loan Facility.

Please refer to Note 11 of the Notes to Audited Consolidated Financial Statements for the
discussion on debt financing, covenants and collaterals.

6.9 RISKS

The future operations of the Group shall be exposed to various market risks, particularly foreign
exchange risk, liquidity risk and credit risk, which movements may materially impact the future
financial results and conditions of the Group. The importance of managing these risks has
significantly increased in light of the volatility in the Philippine and international financial markets.
With a view to managing these risks, the Group has incorporated a financial risk management
function in its organization, particularly in the treasury operations.

54
While the threat of COVID-19 has receded, it still presents an uncertainty after considering the
possibility that new more contagious variants may emerge. At the moment, management cannot
quantify the overall impact of a renewed surge in COVID-19 cases on the Group’s operations in
the coming years.

The Russian invasion of Ukraine has caused significant disruptions in global trade resulting in a
supply shortage and a surge in food, fuel and commodity prices. It has, together with recent
typhoons, driven global inflation to record highs. Persistent high inflation will mean a reduction of
disposable income and elevated input costs which could adversely affect the business of the
Company.

Please refer to Note 20 of the Notes to Audited Consolidated Financial Statements for the
discussion on Financial Assets and Liabilities and Financial Risk Management Objectives and
Policies.

Item 7. Consolidated Financial Statements

The Group’s consolidated financial statements and accompanying notes are incorporated herein
by reference.

Item 8. Changes in and Disagreements with Accountants of Accounting and Financial

Disclosure

There were no changes or disagreements with the Company’s external auditors, SyCip Gorres
Velayo & Co. (SGV & Co.) on accounting and financial statement disclosures.

On April 20, 2023, the Stockholders of Bloomberry re-appointed SGV & Co. as principal
accountant to audit its financial statements.

8.1 Information on Independent Accountant

The external auditor in 2023 is the firm SGV & Co. The Company has engaged Ms. Maria Pilar
Hernandez, partner of SGV & Co., for the audit of the Company’s books and accounts in 2023.

8.2 External Audit Fees and Services

The Group paid its external auditors the following fees in the last three years for professional
services rendered:

Table 8.1 Audit Fees

For the Year Ended December 31
In thousands pesos 2023 2022 2021
Audit P17,120.6 P14,521.6 P13,741.8
Tax and others 3,185.1 3,097.1 3,327.1
Total P20,305.7 P17,618.7 P17,0684.9

Tax fees paid to the auditors are for tax compliance and tax advisory services. In 2023, 2022 and
2021, the other fees include fees for limited review services provided.

The Audit Committee makes recommendations to the Board concerning the external auditors and
pre-approves audit plans, scope and frequency before the conduct of the external audit. The Audit
Committee reviews the nature of the non-audit related services rendered by the external auditors
and the appropriate fees paid for.

55
 PART IV- MANAGEMENT AND CERTAIN SECURITY HOLDERS

Item 9. Directors and Executive Officers of the Issuer

The members of the Board of Directors and executive officers of the Group as of March 1, 2024
are:

Office Name Citizenship Age

Chairman of the Board & Chief Executive Officer Enrique K. Razon Jr. Filipino 63
Vice Chairman Jose Eduardo J. Alarilla Filipino 72
Vice Chairman, Construction and Regulatory Affairs Donato C. Almeda Filipino 69
President & Chief Operating Officer Thomas Arasi American 66
Director Christian R. Gonzalez Filipino 48
Independent Director Octavio Victor R. Filipino 80
Espiritu
Independent Director Diosdado M. Peralta Filipino 71
Executive Vice President, Chief Financial Officer & Estella Tuason-Occeña Filipino 54
Treasurer
Executive Vice President, Head of Gaming Cyrus Sherafat American 41
Executive Vice President, VIP Marketing & Services Laurence Upton New 54
Zealander
Corporate Secretary and Compliance Officer Silverio Benny J. Tan Filipino 67
Assistant Corporate Secretary Jonas S. Khaw Filipino 45

Below are summaries of the business experience and credentials of the Directors and the
Company's key executive officers:

Enrique K. Razon, Jr. — Chairman and Chief Executive Officer

Mr. Razon has been the Chairman and CEO of Bloomberry Resorts Corporation* since 2011.
Mr. Razon is currently the Chairman and President of International Container Terminal Services,
Inc. (ICTSI)*, Chairman and CEO of Razon & Co. Inc., Prime Strategic Holdings, Inc. (PSHI),
Collingwood Investment Company Ltd., Bravo International Port Holdings, Inc., Alpha International
Port Holdings Inc., Provident Management Group, Inc., Trident Water Company Holdings Inc.,
Razon Industries, Inc., Sureste Realty Corporation, and Quasar Holdings, Inc. ICTSI Warehousing,
Inc., IWI Container Terminal Holdings Inc., and Achillion Holdings, Inc. He is Chairman of Manila
Water Company, Inc.*, Sureste Properties, Inc. (Sureste), Bloomberry Resorts & Hotels, Inc.
(BRHI), Prime Infrastructure Capital Inc. and its subsidiaries, including WawaJVCo Inc., ICTSI
Foundation, Inc., Prime Infrastructure Foundation, Inc., Pilipinas Golf Tournament Inc., and
Australian Terminal Ltd.; the President of Contecon Manzanillo S.A., Tecon Suape, S.A., Tecplata
S.A., ; Director of various ICTSI subsidiaries including Contecon Guayaquil S.A., ICTSI Capital
B.V., ICTSI (Hongkong) Ltd., Yantai International Container Terminals, Limited, Australian
Container Terminals, Ltd., Pentland International Holdings Ltd., Monte Oro Resources and Energy,
Inc. (MORE), and AB Capital and Investment Corporation.

Mr. Razon is a member of the US-Philippines Society, the ASEAN Business Club, and Philippines,
Inc. The De La Salle University in the Philippines has conferred on Mr. Razon the degree of Doctor
of Science in Logistics honoris causa.

*Publicly-listed Corporation

Jose Eduardo J. Alarilla — Vice Chairman

Mr. Alarilla has been a director of the Company since 2011. Mr. Alarilla is also currently the
President of Lakeland Village Holdings, Inc., Devoncourt Estates Inc., Eiffle House Inc., Alpha
Allied Holdings Ltd., Sureste, WawaJVCo Inc., and Fremont Holdings Inc. He is the President and
CEO of Mega Subic Terminal Services, Inc., Chairman of Mega Equipment International Corp.,
56
and President of Manila Holdings and Management, Inc. He is Chairman of Apex Mining Co. Inc.*
Mr. Alarilla is a director of BRHI, PSHI, MORE, MORE Electric & Power Corporation, International
Cleanvironment Systems Inc., Manila Harbor Center Port Services Inc., The Country Club Inc., and
is a director and treasurer of Bloomberry Cultural Foundation Inc. and Prime Metro Power Holdings
Corp. He holds a Bachelor of Science in Mechanical Engineering from De La Salle University and
a Master in Business Management from the Asian Institute of Management.

*Publicly-listed Corporation

Donato C. Almeda — Vice Chairman for Construction and Regulatory Affairs

Mr. Almeda has been a director of the Company since 2011. Mr. Almeda is also currently the Vice
Chairman for Construction and Regulatory Affairs for BRHI, Sureste Properties Inc. and
Bloomberry Cruise Terminals Inc. Mr. Almeda is also currently the Chief Regulatory Officer for
Manila Water Company Inc.* and is the President of Bloomberry Cultural Foundation Inc. He
served as President and CEO of Waterfront Philippines Inc. He also served as: President of
Waterfront Cebu City Hotel, Waterfront Mactan Hotel and Fort Ilocandia Hotel, Managing Director
of Waterfront Promotions Ltd. (a gaming company) and President of Insular Hotel in Davao. He
earned his Engineering Degree from De La Salle University.

*Publicly-listed Corporation

Thomas Arasi —President and Chief Operating Officer

Mr. Arasi has been President and Chief Operating Officer of the Company since 2013. He is also
the President of BRHI (since 2013). He was formerly President and Chief Executive Officer of
Marina Bay Sands Pte Ltd. (2009 to 2011). He has also held senior positions with InterContinental
Hotels Group as President of three major divisions (1997 to 2000) and was formerly the President
of Tishman Hotel Corporation (1992 to 1997). Mr. Arasi is a graduate of Cornell University, where
he received a Bachelor of Arts degree in Hotel and Restaurant Administration.

Christian Martin R. Gonzalez - Director

Mr. Gonzalez has been a director of the Company since 2011. Mr. Gonzalez is the Executive Vice
President, Compliance Officer and Chief Sustainability Officer of ICTSI*. He is the Global
Corporate Head of ICTSI Group. Prior to his current role, he was appointed as the Vice President
and Head of Asia Pacific Region and MICT. Concurrently, he is the Chairman and President of
Intermodal Terminal Holdings, Inc., IW Cargo Handlers, Inc., Manila Harbor Center Port Services,
Inc., SBI, and Subic Bay International Terminal Holdings, Inc.; Chairman of Asiastar Consultants
Limited, ICTSI Georgia Corp., ICTSI Honduras Ltd., ICTSI Ltd., ISI, International Container
Terminal Holdings, Inc., MICTSI, SBITC, VICT, YICT; Director and President of BIPI, Cordella
Property Holdings, Inc., ICTSI Asia Pacific Business Services, Inc.; Director of Abbotsford
Holdings, Inc., DIPSSCOR, ICTSI (Hong Kong) Limited, ICTSI Africa Headquarters (PTY) Ltd.,
ICTSI DR Congo S.A., ICTSI Far East Pte. Ltd., ICTSI Project Delivery Services Pte. Ltd., ICTSI
South Asia Pte. Ltd., ICTSI South Pacific Limited, MTS, SPIA, and SCIPSI; Vice Chairman and
President of MNHPI; Director and Vice President of ICTSI Rio; and the President Commissioner of
PT ICTSI Jasa Prima Tbk*. He was also appointed as the President of ICTSI Foundation, Inc. on
April 15, 2016. He is a director of Sureste Properties, Inc., and Prime Infrastructure Capital, Inc.

Mr. Gonzalez is a graduate of Instituto de Estudios Superiores de la Empresa (IESE) Business

School, the graduate school of management of the University of Navarra, in Barcelona, Spain,
where he received his Bilingual Master’s in Business Administration. He is also a graduate of
Business Administration from Pepperdine University in California, USA.

Octavio Victor R. Espiritu — Independent Director

Mr. Espiritu has been an independent director of the Company since 2021. He was appointed
Chairman of the Audit Committee and Related Party Transactions Committee of the Company. He
is also a member of the Compensation Committee and Stock Incentive Plan Committee of the
Company. He is a director of the Bank of the Philippine Islands* since 2000 and independent
director of Manila Water Co. Inc.* since 2021 and Philippine Dealing System Holdings Corp. and
Subsidiaries since 2022. He is currently a director of Philippine Stratbase Consultancy, Inc.,
Pueblo de Oro Golf and Country Club and The Country Club, Inc.. He is also currently the
57
Chairman of GANESP Ventures, Inc. and MAROV Holding Company, Inc. and a trustee board
member of the Carlos P. Romulo Foundation.

Mr. Espiritu was President for three-term of the Bankers Association of the Philippines (March 25,
1991 to March 28, 1994), the President and Chief Executive Officer of Far East Bank and Trust
Company (March 1, 1987 to April 7, 2000), and Chairman of the Board of Trustees of the Ateneo
de Manila University (from 1991 to 2003).

Justice Diosdado M. Peralta – Independent Director

Retired Chief Justice Peralta was appointed as Independent Director of the Company in 2023. He
is also an Independent Director of ICTSI*since 2021. In ICTSI, he was likewise appointed
Chairman of the Environmental, Social and Governance Sub-Committee, and Member of the
Corporate Governance Committee, the Board Risk Oversight Committee, and the Related Party
Transactions Committee. Chief Justice Peralta was appointed by President Rodrigo Roa Duterte
as the Chief Justice of the Supreme Court from October 23, 2019, until his retirement on March 27,
2021. He served as Associate Justice of the Philippines from 2009 to 2019; Presiding Justice of
the Sandiganbayan from 2008 to 2009; Associate Justice of the Sandiganbayan on from 2002 to
2008; Judge in the Regional Trial Court – Branch 95 Quezon City from 1994 to 2000; and Public
Prosecutor of Laoag City and Manila City from 1987 to 1994.

Retired Chief Justice Peralta finished his Bachelor of Science degree in San Juan de Letran in
1974 and his Bachelor of Laws Degree in University of Santo Tomas in 1979. He passed the Bar
Examination in 1980. On April 9, 2010, he received his Doctor of Laws Degree, honoris causa,
from Northwestern University, Laoag City, Ilocos Norte, and his Doctor of Laws Degree, honoris
causa, from the Tarlac State University in February 2021.

Estella Tuason-Occeña — Executive Vice President, Chief Financial Officer and Treasurer
Ms. Occeña is the Treasurer of BRHI and Sureste and Director and Treasurer of PSHI. She is an
Executive Officer of ICTSI*, Treasurer of Razon & Co. Inc., Sureste Realty Corporation, Lakeland
Village Holdings Inc., Devoncourt Estates Inc., Achillion Holdings, Inc., and Razon Industries, Inc.
She was Chief Financial Officer of MORE and was a director and Chief Financial Officer of
International Cleanvironment Systems Inc. Ms. Occeña has an MBA from De La Salle University
and graduated with Distinction from St. Scholastica’s College with a Bachelor’s Degree in
Commerce.

*Publicly-listed Corporation

Cyrus Sherafat — Executive Vice President, Head of Gaming

Mr. Sherafat has 18 years’ experience in the gaming industry working in various marketing roles
both at local casinos and international integrated resorts. Prior to working Solaire, he was the Vice
President of Casino Marketing in Marina Bay Sands in Singapore from 2010 to 2014. He is a
graduate of Cornell University’s School of Hotel Administration. He began his career in the gaming
industry with Pinnacle Entertainment, a regional casino operator in the United States.

Laurence Upton — Executive Vice President, VIP Marketing & Services

Mr. Upton was previously with Crown Ltd, Melbourne as Senior Vice President, VIP International
Marketing from 2006 to 2013. He was also previously connected with Star City Pty Ltd in a variety
of senior management roles from 2001 to 2006. He is a graduate of the New South Wales
Vocational and Education and Training Accreditation Board in Australia with a diploma in Business
Management.

Silverio Benny J. Tan — Corporate Secretary & Compliance Officer

Atty. Tan is a retired partner, former managing partner, and now Of Counsel of the law firm of
Picazo Buyco Tan Fider & Santos. He is a director and corporate secretary of Razon & Co. Inc.,
PSHI, Bravo International Port Holdings Inc., Alpha International Port Holdings Inc., Eiffle House
Inc., Cyland Corp., Trident Water Company Holdings, Inc., and Negros Perfect Circles Food Corp.
He is also a director of the following companies: MORE Electric and Power Corporation, Celestial
Corporation, Skywide Assets Ltd., and Dress Line Holdings Inc. and its subsidiaries. He is the
corporate secretary of several corporations including: Apex Mining Company Inc.* and its
58
subsidiaries Itogon Suyoc Resources Inc. and Monte Oro Resources and Energy Inc., Sureste,
BRHI, Bloomberry Cultural Foundation Inc., Bloomberry Cruise Terminals Inc., Prime Infrastructure
Capital Inc., Manila Water Company, Inc.,* Lakeland Village Holdings Inc., Devoncourt Estates
Inc., Pilipinas Golf Tournaments, Inc., and several subsidiaries of Razon & Co. Inc. and Prime
Strategic Holdings Inc., and is an Assistant Corporate Secretary of ICTSI*. He is a trustee of the
University of the Philippines Visayas Foundation Inc.

Atty. Tan holds a Bachelor of Laws (Cum Laude), from the University of the Philippines College of
Law and a Bachelor of Arts in Political Science (Cum Laude), from the University of the Philippines
College Iloilo. Atty. Tan placed third in the 1982 Philippine Bar exams.

*Publicly-listed Corporation

Jonas S. Khaw — Assistant Corporate Secretary

Atty. Khaw is a partner in the law firm Picazo Buyco Tan Fider & Santos. He is the corporate
secretary of Medco Holdings, Inc.* and assistant corporate secretary of Apex Mining Co., Inc.*
Atty. Khaw holds a Juris Doctor and Bachelor of Science in Management Engineering degrees
both from the Ateneo de Manila University.

*Publicly-listed Corporation

9.1 Significant Employees

No person who is not an executive officer of Bloomberry is expected to make a significant

contribution to Bloomberry.

9.2 Family Relationships

Director Christian R. Gonzales is the nephew of Chairman and Chief Executive Officer, Enrique K.
Razon, Jr. There are no other family relationships among the directors and officers listed.

59
9.3 Involvement in Certain Legal Proceedings

The Company is not aware of any of legal cases, which occurred during the past five years that are
material to an evaluation of the ability or integrity of any of its directors, executive officers or
controlling person.

Item 10. Executive Compensation

The Group paid compensation in 2023 to the Chief Executive Officer (CEO) and executive officers
named below, as a group, amounting to P302.4 million.

Name Office
Enrique K. Razon Jr. Chairman of the Board & CEO
Jose Eduardo J. Alarilla Vice Chairman
Donato C. Almeda Vice Chairman, Construction and Regulatory Affairs
Thomas Arasi President & Chief Operating Officer
Estella Tuason-Occeña Executive Vice President, Chief Financial Officer & Treasurer
Cyrus Sherafat Executive Vice President, Head of Gaming
Laurence Upton Executive Vice President, VIP Marketing & Services

The following is the breakdown of the aggregate amount of compensation paid to the CEO and top
four (4) highest paid executive officers in 2022 and 2023, and estimated to be paid to the CEO and
top four (4) highest paid executive officers in 2023 named above (amounts in millions):

Other
Year Salary Compensation Total
President and Top 4 Executive Officers, as group: 2024
47.6 61.7 102.3
(Estimate)
Enrique K. Razon, Jr. – Chairman & Chief Executive Officer 2023
Thomas Arasi – President & Chief Operating Officer 41.0 181.7 222.7
(Actual)
Cyrus Sherafat – Executive Vice, Head of Gaming 2022
Laurence Upton – Executive Vice President, VIP Marketing & (Actual)
Services 40.5 49.5 90.0
Estella Tuason-Occeña – Executive Vice President, Chief
Financial Officer & Treasurer
2024
All Other Officers and Directors, as a group unnamed 30.0 27.1 57.1
(Estimate)
2023
28.1 51.2 79.7
(Actual)
2022
25.1 14.2 39.3
(Actual)

The members of the Board are not expected to receive any compensation in 2024. There are no
material terms of any other arrangements or contracts where any director of the Company was
compensated or is to be compensated, directly or indirectly, in 2022, 2023 or in the coming year,
for any service provided as a director.

Named executives officers are covered by Letters of Appointment, with the Company stating
therein their respective terms of employment.

There are no existing compensatory plans or arrangements, including payments to be received

from the Company by any named executive officer, upon resignation, retirement or any other
termination of the named executive officer’s employment with the Company and its subsidiaries or
from a change-in-control of the Company or a change in the named executive officers’
responsibilities following a change-in-control.

60
Stock Incentive Plan
The Stockholders of the Parent Company approved on June 25, 2012 a Stock Incentive Plan
(“SIP”) for directors, officers, and employees of the Group, effective for a period of ten years, and
was amended and extended by the BOD for another 10 years on April 21, 2022. The Participants
to the SIP are: permanent and regular employees of the Group or its affiliates with at least one
year tenure; officers and directors of the Group; officers and directors of affiliates of the Group
except non-executive directors of Parent Company; and other persons who have contributed to the
success and profitability of the Group or its affiliates.

The SIP is administered by the Stock Incentive Committee (“SIC”) composed of three directors or
officers to be appointed by the BOD. The SIC shall determine the number of shares to be granted
to a participant and other terms and conditions of the grant.

Unissued shares from the authorized capital stock or treasury shares, together with shares already
granted under the SIP, which are equivalent to seven percent (7%) of the resulting total
outstanding shares of the Group, shall be allocated for the SIP.

The grant of shares under the SIP does not require an exercise price to be paid by the awardee.
Originally, the shares awarded shall vest in two years: 50% on the first anniversary date of the
award; and the other 50% on the second anniversary date of the award. Shares awarded on May
15, 2020, April 13, 2022 and June 5, 2023 shall now vest in three years: 25% on the first
anniversary date of the award; 25% on the second anniversary date of the award; and the
remaining 50% on the third anniversary date of the award. Vesting grants the participant absolute
beneficial title and rights over the shares, including full dividend and voting rights.

Unless the SIC determines otherwise, when dividends are declared by Bloomberry, the number of
shares subject to an award shall be increased by the number equal in value to the dividends the
awardee would have received in respect of an award had the shares awarded to the awardee
vested at the time of the dividend declaration. This is designated as the Dividend Re-investment
Plan (“DRIP”).

Below is a summary of SIP grants and their corresponding schedule of vesting:

Details 2021 2022 2023 Balance as

of
Grant Date Price per
No. of Shares Cancelled Vested Cancelled Vested Cancelled Vested December
Share 31, 2023
2020
May 15 66,985,802 5.4 2,580,653 16,038,368 2,268,789 15,366,005 486,400 30,245,587 -
2022
April 13 33,689,758 6.3 - - - - - 8,422,445 25,267,313
2023
June 5 43,556,122 10.59 - - - - - - 43,556,122
Total 144,231,682 2,580,653 16,038,368 2,268,789 15,366,005 486,400 38,668,032 68,823,435
* includes DRIP shares

The stock incentive obligation amounting to P= 231.6 million and P

= 132.9 million for 2023 and 2022,
respectively were recognized as part of “Salaries and benefits” under “Operating costs and
expenses” in the consolidated financial statements.

61
Item 11. Security Ownership of Certain Beneficial Owners and Management

As of December 31, 2023, the Company does not know of anyone who beneficially owns in excess
of 5% of the Company’s shares of stock except as set forth in the table below:

11.1 Security Ownership of Certain Record and Beneficial Owners

Number of Shares Percentage of

Name Ownership
Enrique K. Razon, Jr.1 7,118,109,832 62.26%
PCD Nominee (Non-Filipino) 2,698,906,521 24.74%
PCD Nominee (Filipino) 1,014,436,995 14.49%
1 Enrique K. Razon, Jr. is the beneficial owner of Prime Strategic Holdings, Inc., Quasar Holdings, Inc. and Razon & Co. Inc.

11.2 Security Ownership of Management as of December 31, 2023

Percentage of
Name Citizenship Number of Shares Ownership
Enrique K. Razon, Jr.1 Filipino 7,118,109,832 62.26%
Thomas Arasi American 26,837,794 0.23%
Estella Tuason-Occeña Filipino 8,779,800 0.08%
Cyrus Sherafat American 7,792,923 0.07%
Donato C. Almeda Filipino 7,078,898 0.06%
Laurence Upton New Zealander 6,714,705 0.06%
Jose Eduardo J. Alarilla Filipino 6,040,528 0.05%
Silverio Benny J. Tan Filipino 212,619 0.00%
Christian R. Gonzalez Filipino 100,933 0.00%
Octavio R. Espiritu Filipino 43,200 0.00%
Diosdado M. Peralta Filipino 100,000 0.00%
1 Enrique K. Razon, Jr. is the beneficial owner of Prime Strategic Holdings, Inc., Quasar Holdings, Inc. and Razon & Co. Inc.

11.3 Voting Trust Holders of 5% or More

None

11.4 Changes in Control

None

Item 12. Certain Relationships and Related Transactions

Descriptions and explanations of the related party transactions are disclosed in Note 12, Related
Party Transactions, to the Annual Audited Consolidated Financial Statements.

Aside from the transactions as disclosed in the Annual Audited Consolidated Financial Statements,
the Group does not have any other transactions with its directors, executive officers, security
holders or members of their immediate family.

62
 PART V – CORPORATE GOVERNANCE

Item 13. Corporate Governance

The Company, its Board of Directors, officers and employees strive, through good corporate
governance, to enhance the value of the Company and optimize over time the returns to its
shareholders by:

a. Sound, prudent, and effective management,

b. Efficient and effective management information system,
c. Effective risk management,
d. Reliable financial and operational information,
e. Cost effective and profitable business operations, and
f. Compliance with laws, rules, regulations and contracts.

The following are measures that the Company has undertaken or will undertake to fully comply
with the adopted leading practices on good governance:

1. Manual of Corporate Governance

On May 30, 2017, the Board approved a new Manual of Corporate Governance of the
Company. Our Compliance Officer will continue to coordinate with the Philippine SEC with
respect to compliance requirements, monitor compliance with the manual and report any
governance-related issues to the Board. The Company commits itself to principles and
best practices of governance in the attainment of corporate goals.

2. Board of Directors
Bloomberry’s Board has the expertise, professional experience, and background that allow
for a thorough examination and deliberation of the various issues and matters affecting the
Group. The Board is responsible for the Company’s overall management and direction.
The Board will meet regularly on a quarterly basis, or more frequently as required, to
review and monitor the Company’s project development, future results of operations and
financial position. Bloomberry’s Amended Articles of Incorporation provide that the Board
shall consist of seven (7) directors where two (2) members are Independent Directors: Mr.
Octavio Victor R. Espiritu and Retired Chief Justice Diosdado M. Peralta and except for
Mr. Enrique K. Razon, Jr., Mr. Thomas Arasi, Mr. Jose Eduardo J. Alarilla and Mr. Donato
C. Almeda all members of the Board are non-executive Directors.

Bloomberry’s directors are elected at the Annual Stockholders’ Meeting. They shall hold
office until the next succeeding annual meeting and until their respective successors have
been elected and qualified.

The Attendance of the Directors in the 2023 Board Meetings are as follows:
September 21

September 28

November 06

December 06
February 21

August 08

August 23
March 01

March 22

April 20

April 20

Name

Enrique K. Razon, Jr P P P P P P P P P P P
Jose Eduardo J. Alarilla P P P P P P P P P P P
Donato C. Almeda P P P P P P P P P P P
Thomas Arasi P P P P P P P P P P P
Christian R. Gonzalez P P P P P P P P P P P
Octavio R. Espiritu P P P P P P P P P P P
Diosdado M. Peralta P P P P P P P P P P P
P – Present

The directors and key officers of the Company attended the corporate governance seminar
held on various dates on 18 October 2023 and 7 December 2023.

63
3. Audit Committee
The Company’s Audit Committee is responsible for assisting the Board in its fiduciary
responsibilities by providing an independent and objective assurance to its management
and stockholders of the continuous improvement of its risk management systems,
business operations and the proper safeguarding and use of its resources and assets. It
provides a general evaluation and assistance in the overall improvement of its risk
management, control and governance processes. The Committee is composed of three
(3) Board members, including two (2) independent directors, one of whom serves as the
committee chairman. The Committee reports to its Board and is required to meet at least
four (4) times a year. As of the date of this report, the Audit Committee Chairman is Mr.
Octavio Victor R. Espiritu who serves with Mr. Christian R. Gonzalez and Ret. Justice
Diosdado M. Peralta as members.

The 2023 attendance of the audit committee are as follows:

November 06

November 13

December 11
August 08
March 1

May 10
Name

Octavio R. Espiritu (Chairman) P P P P P P

Diosdado M. Peralta (Member) P P P P P P
Christian R. Gonzalez (Member) P A P P A P

4. Nomination Committee
The Board organized the Nomination Committee to review and evaluate the qualifications
of all persons nominated to the Board and other appointments that require Board approval
and to assess the effectiveness of the Board’s processes and procedures in the election or
replacement of directors. As of the date of this report, the Nomination Committee
Chairman is Mr. Enrique K. Razon, Jr. who serves with Mr. Jose Eduardo J. Alarilla and
Mr. Christian R. Gonzalez as members.

5. Compensation and Remuneration Committee

A Compensation and Remuneration Committee was organized by the Board to establish a

formal and transparent procedure for developing a policy on remuneration of directors and
officers to ensure that their compensation is consistent with the Company’s culture,
strategy and the business environment in which it operates. As of the date of this report,
the Compensation and Remuneration Committee Chairman is Mr. Jose Eduardo J. Alarilla,
who serves with Mr. Octavio R. Espiritu and Ms. Estella Tuason-Occeña as members.
The Chairman and members of the Compensation and Remuneration Committee are
likewise the chairman and members of the Stock Incentive Plan Committee.

6. Sustainability/Environment, Social and Governance Committee

A Sustainability/Environment, Social and Governance Committee (ESG) Committee was

organized to determine compliance with sustainability reporting guidelines, and help the
Board assess and manage the Company’s economic, environmental and social impacts. As
of the date of this report, the ESG Committee Chairman is Ret. Justice. Diosdado M. Peralta,
with Mr. Thomas Arasi and Mr. Eduardo J. Alarilla as members.

64
 The 2023 attendance of the environment, social and governance committee are as follows:

November 06
August 08
May 09
Name

Diosdado M. Peralta (Chairman) P P P

Jose Eduardo J. Alarilla (Member) P P P
Thomas Arasi (Member) P P P

7. Executive Officers
Bloomberry’s Management Team in its operating subsidiaries are responsible for the day-
to-day management and operations of the casino and hotel. The registered address of the
Company’s executive officers for the moment is The Executive Offices, Solaire Resort &
Casino, Asean Avenue, Entertainment City, Tambo, Parañaque City, Philippines.

8. Independent Audit
Part of the Company’s organizational structure is the Internal Audit Department (IAD). The
establishment of IAD is a positive step towards good corporate governance. Its purpose,
authority and responsibilities is defined in the Audit Charter, consistent with the definition
of Internal Auditing, IIA Code of Ethics and the International Standards for the Professional
Practice of Internal Auditing. The Audit Charter will be subject to the approval of the
President and the Audit Committee. To ensure its independence, the IAD functionally
reports to the Audit Committee of the Board.

9. Management and Reporting Structure

The Board together with the management has developed a reporting structure based on
the approved organizational structure of the hotel and casino operation. The reporting
structure, which clearly segregates the different operations and functions, will define the
responsibilities of each department and will incorporate the proper check and balance
within the organization.

10. Continuing Improvements for Corporate Governance

Bloomberry will continue to improve its corporate governance, systems and processes to
enhance adherence to practices of good corporate governance.

The Board has conducted an annual self-assessment of its performance, including the
performance of its individual members for the year 2022. It has also established an internal
self-rating and evaluation system. For the rating system, rates follow a scale of 1 to 5, 1
being the lowest and 5 being the highest. Questionnaires were provided to each of the
Directors wherein they check for each item the rating that corresponds to their personal
assessment. An additional portion for comments and/or suggestions is also allotted at the
end of the Questionnaire.

65
 PART VI - EXHIBITS AND SCHEDULES

Item 14. Reports on SEC Form 17-C

The following is a summary of submissions of SEC Form 17-C filed during the year 2023:

Date Item Reported

22 February 2023 Date, Venue, Agenda and Record Date for the 2023 Annual Stockholders’
Meeting
02 March 2023 Press release of BLOOM in connection with its full year and 4Q2022
financial performance
22 March 2023 Clarification of News Article entitled “BIZ BUZZ: The deal is off”
22 March 2023 Termination of Term Sheet between Bloomberry Resorts Corporation
(“BLOOM”) and PH Travel and Leisure Corp. for the proposed investment
of BLOOM into Lapulapu Leisure, Inc.
13 April 2023 Sale of Treasury Shares
20 April 2023 Change in the Shareholdings of a Director/Principal Officer
20 April 2023 Change in the Shareholdings of a Director
20 April 2023 Change in the Shareholdings of a Director/Principal Officer
20 April 2023 Change in the Shareholdings of a Principal Officer
20 April 2023 Results of Annual Stockholders' Meeting.
20 April 2023 Results of Organizational Meeting of the Board of Directors
10 May 2023 Press release of BLOOM in connection with its First Quarter 2023 financial
performance
15 May 2023 Sale of Treasury Shares
22 May 2023 Change in the Shareholdings of a Director/Principal Officer
22 May 2023 Change in the Shareholdings of a Director/Principal Officer
22 May 2023 Change in the Shareholdings of a Director
22 May 2023 Change in the Shareholdings of a Principal Officer
22 May 2023 Change in the Shareholdings of a Principal Officer
29 May 2023 Change in the Shareholdings of a Principal Officer
29 May 2023 Change in the Shareholdings of a Principal Officer
29 May 2023 Change in the Shareholdings of a Director/Principal Officer
31 May 2023 Disclosure on the decision and order dated 30 May 2023 (received by
BLOOM in the evening of 30 May 2023) of the Appellate Division of the
New York Supreme Court which upheld the order of the Supreme Court,
New York County dated 8 April 2022 which granted Bloomberry Resorts
and Hotels, Inc.’s (BRHI) motion to dismiss the complaint of Bangladesh
Bank against BRHI for lack of jurisdiction. BRHI is an operating subsidiary
of BLOOM.
06 June 2023 Change in Email Address of the Company in the Company Information
Page in PSE EDGE
14 June 2023 Clarification of News Article entitled “Bloomberry ordered to pay P49M in
deficiency documentary stamp tax“.
15 June 2023 Change in the Shareholdings of a Principal Officer
15 June 2023 Change in the Shareholdings of a Principal Officer
15 June 2023 Change in the Shareholdings of a Director/Principal Officer
15 June 2023 Change in the Shareholdings of a Director/Principal Officer
09 August 2023 Press release of BLOOM in connection with its Second Quarter 2023
financial performance
29 September 2023 Placing and subscription transaction by Bloomberry Resorts Corporation
(“BLOOM”) and one of its controlling shareholders Quasar Holdings, Inc.
(“Quasar”).
66
Date Item Reported
06 October 2023 Change in Number of Issued and Outstanding Shares
06 October 2023 Change in the Shareholdings of a Director/Principal Officer
09 October 2023 Placing and subscription transaction by BLOOM and Quasar Holdings, Inc.
07 November 2023 Press release of BLOOM in connection with its Third Quarter 2023 financial
performance
15 December 2023 Change in the Shareholdings of a Director/Principal Officer

67
 COVER SHEET
for
AUDITED FINANCIAL STATEMENTS

SEC Registration Number

A 1 9 9 9 0 4 8 6 4

COMPANY NAME

B L O O M B E R R Y R E S O R T S C O R P O R A T I O N

A N D S U B S I D I A R I E S

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

T H E E X E C U T I V E O F F I C E S , S O L A I R E

R E S O R T & C A S I N O , 1 A S E A N A V E N U

E , E N T E R T A I N M E N T C I T Y , T A M B O ,
P A R A Ñ A Q U E C I T Y

Form Type Department requiring the report Secondary License Type, If Applicable

1 7 - A C R M D -

COMPANY INFORMATION
Company’s Email Address Company’s Telephone Number Mobile Number

- 8888-8888 -

No. of Stockholders Annual Meeting (Month / Day) Fiscal Year (Month / Day)

92 Every Third Thursday of April December 31

CONTACT PERSON INFORMATION

The designated contact person MUST be an Officer of the Corporation
Name of Contact Person Email Address Telephone Number/s Mobile Number
Gerard Angelo Emilio J. Festin [email protected] 8883-8921 -

CONTACT PERSON’s ADDRESS

The Executive Offices, Solaire Resort & Casino, 1 Asean Avenue, Entertainment City, Tambo
Parañaque City
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.

*SGVFS187544*
 SyCip Gorres Velayo & Co. Tel: (632) 8891 0307
6760 Ayala Avenue Fax: (632) 8819 0872
1226 Makati City ey.com/ph
Philippines

INDEPENDENT AUDITOR’S REPORT

The Stockholders and the Board of Directors

Bloomberry Resorts Corporation
The Executive Offices, Solaire Resort & Casino
1 Asean Avenue, Entertainment City, Tambo
Parañaque City

Opinion

We have audited the consolidated financial statements of Bloomberry Resorts Corporation and its
subsidiaries (the Group), which comprise the consolidated statements of financial position as at
December 31, 2023 and 2022, and the consolidated statements of comprehensive income, consolidated
statements of changes in equity and consolidated statements of cash flows for each of the three years in
the period ended December 31, 2023, and notes to the consolidated financial statements, including
material accounting policy information.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects,
the consolidated financial position of the Group as at December 31, 2023 and 2022, and its consolidated
financial performance and its consolidated cash flows for each of the three years in the period ended
December 31, 2023 in accordance with Philippine Financial Reporting Standards (PFRSs).

Basis for Opinion

We conducted our audits in accordance with Philippine Standards on Auditing (PSAs). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit
of the Consolidated Financial Statements section of our report. We are independent of the Group in
accordance with the Code of Ethics for Professional Accountants in the Philippines (Code of Ethics)
together with the ethical requirements that are relevant to our audit of the consolidated financial
statements in the Philippines, and we have fulfilled our other ethical responsibilities in accordance with
these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the consolidated financial statements of the current period. These matters were addressed in the
context of our audit of the consolidated financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters. For each matter below, our
description of how our audit addressed the matter is provided in that context.

We have fulfilled the responsibilities described in the Auditor’s Responsibilities for the Audit of the
Consolidated Financial Statements section of our report, including in relation to these matters.
Accordingly, our audit included the performance of procedures designed to respond to our assessment of
the risks of material misstatement of the consolidated financial statements. The results of our audit
procedures, including the procedures performed to address the matters below, provide the basis for our
audit opinion on the accompanying consolidated financial statements.

*SGVFS187544*
A member firm of Ernst & Young Global Limited
 -2-

Adequacy of Allowance for Expected Credit Losses on Gaming Receivables

The Group applies simplified approach in calculating expected credit loss (ECL). Under this approach,
the Group establishes a provision matrix that is based on its historical credit loss experience and adjusted
for forward-looking factors specific to the debtors and the economic environment. Allowance for ECL
and the provision for ECL as of and for the year ended December 31, 2023 amounted to = P763.0 million
and P=30.0 million, respectively. The Group’s application of the ECL model in calculating the allowance
for ECL of its gaming receivables is significant to our audit as it involves the exercise of significant
management judgment. Key areas of judgment include: segmenting the Group’s credit risk exposures;
defining default; determining assumptions to be used in the ECL model such as timing and amounts of
expected net recoveries from defaulted accounts; and incorporating forward-looking information (called
overlays) in calculating ECL.

The disclosures in relation to allowance for ECL using the ECL model are included in Notes 3 and 5 to
the consolidated financial statements.

Audit Response

We obtained an understanding of the methodology and model used for the Group’s different credit
exposures.

We (a) assessed the Group’s segmentation of its credit risk exposures based on homogeneity of credit risk
characteristics; (b) tested the definition of default against historical analysis of accounts and credit risk
management policies and practices in place, (c) tested historical loss rates by inspecting historical
recoveries and write-offs; (d) compared the classification of outstanding exposures to their corresponding
aging buckets; and (e) evaluated the forward-looking information used for overlay through statistical test
and corroboration using publicly available information and our understanding of the Group’s receivable
portfolios and industry.

Further, we traced the data used in the ECL model, such as the historical collection analysis and default
and recovery data, to the supporting documents for credits granted to patrons and their subsequent
settlement and the analysis of gaming receivables’ aging buckets. We traced the receivables to
subsequent collections and performed inquiry with the casino marketing representatives on the status of
collections.

We recalculated impairment provisions on a sample basis.

Provisions and Contingencies

The Group is involved in certain legal proceedings related to the termination of Management Services
Agreement (“MSA”) with Global Gaming Philippines LLC (“GGAM”). This matter is significant to our
audit because the determination of whether any provision should be recognized and the estimation of the
potential liability resulting from these legal proceedings require significant judgment by management.
The inherent uncertainty over the outcome of these legal matters is brought about by the differences in the
interpretation and implementation of the relevant laws and regulations.

The disclosures on provision and contingencies are discussed in Notes 3 and 18 to the consolidated
financial statements.

*SGVFS187544*
A member firm of Ernst & Young Global Limited
 -3-

Audit Response

We involved our internal specialist in the evaluation of management’s assessment on whether any
provision for contingencies should be recognized and the estimation of such amount. We discussed with
management and their external legal counsel the status of the legal proceedings and obtained opinions
from the Group’s external legal counsels. We evaluated the position of the Group by considering the
relevant laws and jurisprudence.

Other Information

Management is responsible for the other information. The other information comprises the
SEC Form 17-A for the year ended December 31, 2023 but does not include the consolidated financial
statements and our auditor’s report thereon, which we obtained prior to the date of this auditor’s report,
and the SEC Form 20-IS (Definitive Information Statement) and Annual Report for the year ended
December 31, 2023, which are expected to be made available to us after that date.

Our opinion on the consolidated financial statements does not cover the other information and we do not
and will not express any form of assurance conclusion thereon.

In connection with our audits of the consolidated financial statements, our responsibility is to read the
other information identified above and, in doing so, consider whether the other information is materially
inconsistent with the consolidated financial statements or our knowledge obtained in the audits, or
otherwise appears to be materially misstated.

If, based on the work we have performed on the other information that we obtained prior to the date of
this auditor’s report, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated
Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial
statements in accordance with PFRSs, and for such internal control as management determines is
necessary to enable the preparation of consolidated financial statements that are free from material
misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless management either intends to liquidate the Group or to
cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group’s financial reporting process.

*SGVFS187544*
A member firm of Ernst & Young Global Limited
 -4-

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with PSAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these consolidated financial statements.

As part of an audit in accordance with PSAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:

 Identify and assess the risks of material misstatement of the consolidated financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.

 Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Group’s internal control.

 Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.

 Conclude on the appropriateness of management’s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s
report to the related disclosures in the consolidated financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to
the date of our auditor’s report. However, future events or conditions may cause the Group to cease
to continue as a going concern.

 Evaluate the overall presentation, structure, and content of the consolidated financial statements,
including the disclosures, and whether the consolidated financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.

 Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial statements.
We are responsible for the direction, supervision, and performance of the audit. We remain solely
responsible for our audit opinion.

*SGVFS187544*
A member firm of Ernst & Young Global Limited
 -5-

We communicate with those charged with governance regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in internal
control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.

From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the consolidated financial statements of the current period and
are therefore the key audit matters. We describe these matters in our auditor’s report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse consequences of
doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor’s report is Maria Pilar B.
Hernandez.

SYCIP GORRES VELAYO & CO.

Maria Pilar B. Hernandez

Partner
CPA Certificate No. 105007
Tax Identification No. 214-318-972
BOA/PRC Reg. No. 0001, August 25, 2021, valid until April 15, 2024
BIR Accreditation No. 08-001998-116-2022, January 20, 2022, valid until January 19, 2025
PTR No. 10079946, January 5, 2024, Makati City

March 1, 2024

*SGVFS187544*
A member firm of Ernst & Young Global Limited
BLOOMBERRY RESORTS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

December 31
2023 2022
ASSETS
Current Assets
Cash and cash equivalents (Notes 4 and 20) =39,834,360,418
P =37,890,537,172
P
Receivables (Notes 5 and 20) 2,141,243,705 2,011,534,178
Inventories (Note 6) 341,308,246 349,526,885
Prepayments and other current assets (Notes 7, 17, 18 and 20) 1,507,869,871 1,159,775,487
Total Current Assets 43,824,782,240 41,411,373,722
Noncurrent Assets
Property and equipment (Notes 8 and 17) 110,076,185,673 92,415,517,192
Advances to contractors (Note 9) 2,567,417,015 4,126,586,313
Other noncurrent assets (Notes 9 and 20) 3,701,491,224 3,172,121,618
Total Noncurrent Assets 116,345,093,912 99,714,225,123
=160,169,876,152 P
P =141,125,598,845

LIABILITIES AND EQUITY

Current Liabilities
Payables and other current liabilities (Notes 10 and 20) =14,891,891,343
P =15,682,958,634
P
Current portion of long-term debt (Notes 11 and 20) 8,854,220,932 5,066,888,357
Current portion of lease liabilities (Note 17) 2,496,401 17,325,772
Income tax payable 3,576,700 2,329,859
Total Current Liabilities 23,752,185,376 20,769,502,622
Noncurrent Liabilities
Long-term debt - net of current portion (Notes 11 and 20) 86,013,020,671 86,268,331,770
Lease liabilities - net of current portion (Note 17) 10,092,505 12,588,907
Retirement liability (Note 13) 1,601,920,378 706,538,240
Deferred tax liabilities - net (Note 19) 96,747,913 166,716,871
Other noncurrent liabilities (Notes 18 and 20) 439,603,994 46,822,515
Total Noncurrent Liabilities 88,161,385,461 87,200,998,303
Total Liabilities 111,913,570,837 107,970,500,925
Equity Attributable to Equity Holders of the Parent Company
Capital stock (Note 14) 11,591,998,225 11,032,998,225
Additional paid-in capital (Note 14) 18,020,568,583 13,101,956,111
Equity reserve (27,138,558) (27,138,558)
Cost of shares held by a subsidiary (Note 14) (653,457) (653,457)
Treasury shares (Note 14) (971,296,016) (1,191,685,068)
Share-based payment plan (Note 14) 248,545,108 233,327,457
Other comprehensive loss (Notes 9 and 13) (457,916,766) (440,625,644)
Retained earnings (Note 14) 19,972,464,880 10,560,519,347
Total Equity Attributable to Equity Holders
of the Parent Company 48,376,571,999 33,268,698,413
Equity Attributable to Non-controlling Interests (120,266,684) (113,600,493)
Total Equity 48,256,305,315 33,155,097,920
=160,169,876,152 P
P =141,125,598,845

See accompanying Notes to Consolidated Financial Statements.

*SGVFS187544*
BLOOMBERRY RESORTS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Years Ended December 31

2023 2022 2021

REVENUES
Gaming (Notes 15 and 18) P
= 39,696,206,599 =32,213,296,640
P P
=18,727,107,649
Hotel, food and beverage (Note 15) 4,452,425,742 3,255,967,522 1,430,701,766
Retail and others (Notes 15 and 17) 3,745,925,875 3,338,528,155 1,813,364,349
47,894,558,216 38,807,792,317 21,971,173,764

OPERATING COSTS AND EXPENSES (Note 16) 32,366,691,113 28,123,902,654 21,116,853,453

INCOME BEFORE OTHER INCOME (EXPENSES)
AND INCOME TAX 15,527,867,103 10,683,889,663 854,320,311

OTHER INCOME (EXPENSES)

Interest expense (Notes 11, 16 and 17) (6,522,784,163) (5,781,938,580) (5,342,379,712)
Foreign exchange gains (losses) - net (Note 20) (217,957,211) 120,960,464 204,071,345
Interest income (Notes 4, 5 and 16) 493,348,082 118,114,706 43,679,682
Others (Note 16) 201,656,365 – (7,693,008)
(6,045,736,927) (5,542,863,410) (5,102,321,693)

INCOME (LOSS) BEFORE INCOME TAX 9,482,130,176 5,141,026,253 (4,248,001,382)

PROVISION FOR (BENEFIT FROM) INCOME TAX
(Notes 18 and 19) (39,300,201) (1,154,322) 1,364,905

NET INCOME (LOSS) 9,521,430,377 5,142,180,575 (4,249,366,287)

OTHER COMPREHENSIVE INCOME (LOSS)

Item that will be reclassified to profit or loss in subsequent years -
Exchange difference on translation of foreign operations (39,791,122) 138,803,316 (120,564,878)

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

Remeasurement gain (loss) on retirement liability (Note 13) (122,549,922) 76,507,427 35,592,931
Unrealized gain (loss) on equity instrument designated at fair value
through other comprehensive income (Note 9) 30,000,000 7,875,000 (375,000)
Income tax effect (1,101,113) (6,467,703) (5,631,022)
(93,651,035) 77,914,724 29,586,909

TOTAL OTHER COMPREHENSIVE INCOME (LOSS) (133,442,157) 216,718,040 (90,977,969)

TOTAL COMPREHENSIVE INCOME (LOSS) P

= 9,387,988,220 =5,358,898,615
P (P
=4,340,344,256)

Net Income (Loss) Attributable To

Equity holders of the Parent Company P
= 9,527,193,809 =5,171,888,105
P (P
=4,219,643,897)
Non-controlling interests (5,763,432) (29,707,530) (29,722,390)
P
= 9,521,430,377 =5,142,180,575
P (P
=4,249,366,287)

Total Comprehensive Income (Loss) Attributable To

Equity holders of the Parent Company P
= 9,394,654,411 =5,389,484,433
P (P
=4,310,132,951)
Non-controlling interests (6,666,191) (30,585,818) (30,211,305)
P
= 9,387,988,220 =5,358,898,615
P (P
=4,340,344,256)

Earnings (Loss) Per Share on Net Income (Loss) Attributable

to Equity Holders of the Parent Company (Note 21)
Basic P
= 0.867 P0.476
= (P
=0.387)
Diluted P
= 0.863 =0.474
P (P
=0.385)

See accompanying Notes to Consolidated Financial Statements.

*SGVFS187544*
BLOOMBERRY RESORTS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2023

Equity Attributable to Equity Holders of the Parent Company

Cost of Shares Other Equity
Additional Held by a Treasury Share-based Comprehensive Retained Attributable to
Capital Stock Paid-in Capital Equity Subsidiary Shares Payment Plan Loss Earnings Non-controlling
(Note 14) (Note 14) Reserve (Note 14) (Note 14) (Note 14) (Notes 9 and 13) (Note 14) Total Interests Total Equity
Balances at January 1, 2023 = 11,032,998,225 P
P = 13,101,956,111 (P
=27,138,558) (P
=653,457) (P =1,191,685,068) = 233,327,457
P (P
=440,625,644) P = 10,560,519,347 P= 33,268,698,413 (P
=113,600,493) =P33,155,097,920
Net income – – – – – – – 9,527,193,809 9,527,193,809 (5,763,432) 9,521,430,377
Remeasurement gain on defined benefit plan (Note 13) – – – – – – (115,248,276) – (115,248,276) (902,759) (116,151,035)
Exchange difference on translation of foreign operations – – – – – – (39,791,122) – (39,791,122) – (39,791,122)
Unrealized loss on equity instrument designated at fair value
through other comprehensive income (Note 9) – – – – – – 22,500,000 – 22,500,000 – 22,500,000
Total comprehensive income – – – – – – (132,539,398) 9,527,193,809 9,394,654,411 (6,666,191) 9,387,988,220
Share-based payments (Note 14) – – – – – 231,605,224 – – 231,605,224 – 231,605,224
Issuance of new shares (Note 14) 559,000,000 4,922,613,951 – – – – – – 5,481,613,951 – 5,481,613,951
Issuance of treasury shares for share-based payments
(Note 14) – (4,001,479) – – 220,389,052 (216,387,573) – – – – –
Remeasurement loss on defined benefit plan transferred
to retained earnings – – – – – – 115,248,276 (115,248,276) – – –
Balances at December 31, 2023 = 11,591,998,225 P
P = 18,020,568,583 (P
=27,138,558) (P
=653,457) (P
=971,296,016) = 248,545,108
P (P
=457,916,766) P
= 19,972,464,880 P= 48,376,571,999 (P
=120,266,684) P
= 48,256,305,315

Balances at January 1, 2022 =11,032,998,225 P

P =13,128,696,562 (P
=27,138,558) (P
=653,457) (P
=1,040,930,917) =183,444,673
P (P
=585,335,210) P5,315,744,480 =
= P28,006,825,798 (P
=83,014,675) =
P27,923,811,123
Net income – – – – – – – 5,171,888,105 5,171,888,105 (29,707,530) 5,142,180,575
Remeasurement gain on defined benefit plan (Note 13) – – – – – – 72,886,762 – 72,886,762 (878,288) 72,008,474
Exchange difference on translation of foreign operations – – – – – – 138,803,316 – 138,803,316 – 138,803,316
Unrealized loss on equity instrument designated at fair value
through other comprehensive income (Note 9) – – – – – – 5,906,250 – 5,906,250 – 5,906,250
Total comprehensive income – – – – – – 217,596,328 5,171,888,105 5,389,484,433 (30,585,818) 5,358,898,615
Share-based payments (Note 14) – – – – – 132,859,212 – – 132,859,212 – 132,859,212
Purchase of treasury shares (Note 14) – – – – (260,471,030) – – – (260,471,030) – (260,471,030)
Issuance of treasury shares for share-based payments
(Note 14) – (26,740,451) – – 109,716,879 (82,976,428) – – – – –
Remeasurement loss on defined benefit plan transferred
to retained earnings – – – – – – (72,886,762) 72,886,762 – – –
Balances at December 31, 2022 =11,032,998,225 P
P =13,101,956,111 (P
=27,138,558) (P
=653,457) (P
=1,191,685,068) =233,327,457
P (P
=440,625,644) P=10,560,519,347 P
=33,268,698,413 (P
=113,600,493) P
=33,155,097,920

See accompanying Notes to Consolidated Financial Statements.

*SGVFS187544*
 -2-

Equity Attributable to Equity Holders of the Parent Company

Cost of Shares Other Equity
Additional Equity Held by a Treasury Share-based Comprehensive Retained Attributable to
Capital Stock Paid-in Capital Reserve Subsidiary Shares Payment Plan Loss Earnings Non-controlling
(Note 14) (Note 14) (Note 2) (Note 14) (Note 14) (Note 14) (Note 9 and 13) (Note 14) Total Interests Total Equity
Balances at January 1, 2021 =11,032,998,225 P
P =13,185,593,854 (P
=27,138,558) (P
=653,457) (P =556,249,344) =271,719,375
P (P
=464,489,082) P
=9,505,031,304 =P32,946,812,317 (P
=52,803,370) = P32,894,008,947
Net loss – – – – – – – (4,219,643,897) (4,219,643,897) (29,722,390) (4,249,366,287)
Remeasurement gain (loss) on defined benefit plan (488,915)
(Note 13) – – – – – – 30,357,073 – 30,357,073 29,868,158
Exchange difference on translation of foreign operations – – – – – – (120,564,878) – (120,564,878) – (120,564,878)
Unrealized loss on equity instrument designated at fair value
through other comprehensive income (Note 9) – – – – – – (281,250) – (281,250) – (281,250)
Total comprehensive loss – – – – – – (90,489,055) (4,219,643,897) (4,310,132,952) (30,211,305) (4,340,344,257)
Share-based payments (Note 14) – – – – – 146,220,927 – – 146,220,927 – 146,220,927
Purchase of treasury shares (Note 14) – – – – (776,074,494) – – – (776,074,494) – (776,074,494)
Issuance of treasury shares for share-based payments
(Note 14) – (56,897,292) – – 291,392,921 (234,495,629) – – – – –
Remeasurement loss on defined benefit plan transferred
to retained earnings – – – – – – (30,357,073) 30,357,073 – – –
Balances at December 31, 2021 =11,032,998,225 P
P =13,128,696,562 (P
=27,138,558) (P
=653,457) (P
=1,040,930,917) =183,444,673
P (P
=585,335,210) =5,315,744,480 P
P =28,006,825,798 (P
=83,014,675) P
=27,923,811,123

See accompanying Notes to Consolidated Financial Statements.

*SGVFS187544*
BLOOMBERRY RESORTS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31

2023 2022 2021

CASH FLOWS FROM OPERATING ACTIVITIES

Income (loss) before income tax = 9,482,130,176
P =5,141,026,253
P (P
=4,248,001,382)
Adjustments for:
Interest expense (Note 16) 6,522,784,163 5,781,938,580 5,342,379,712
Depreciation and amortization (Notes 8, 9, 16 and 17) 3,304,279,880 3,510,437,414 3,493,669,110
Net change in retirement liability 895,382,138 29,033,923 22,141,050
Interest income (Note 16) (493,348,082) (118,114,706) (43,679,682)
Loss (gain) on sale of property and equipment - net (Note 16) (294,561,034) 1,197,722 13,468,658
Unrealized foreign exchange losses (gains) – net 238,724,937 (117,513,743) (73,191,047)
Share-based payment expense (Note 14) 231,605,224 132,859,212 146,220,927
Impairment loss (Notes 9 and 16) – – 821,986,928
Other expenses – – 7,693,008
Decrease (increase) in:
Receivables (104,340,879) (820,406,152) 138,179,344
Inventories 8,218,639 (60,715,543) 106,167,416
Prepayments and other current assets 916,618,713 (19,575,070) (30,629,656)
Increase (decrease) in:
Payables and other current liabilities (981,031,809) 5,274,613,424 (717,533,939)
Lease liabilities – – (37,548)
Deposits liabilities 378,421,576 (312,556,300) (6,989,595)
Net cash generated from operations 20,104,883,642 18,422,225,014 4,971,843,304
Interest received 467,979,434 107,228,695 36,731,990
Income taxes paid (33,279,586) (9,643,876) (1,860,731)
Net cash provided by operating activities 20,539,583,490 18,519,809,833 5,006,714,563

CASH FLOWS FROM INVESTING ACTIVITIES

Acquisition of property and equipment (Notes 8 and 22) (21,078,971,007) (10,394,860,537) (4,784,327,193)
Decrease (increase) in:
Advances to contractors 1,559,169,298 (3,070,155,703) –
Other noncurrent assets (1,795,152,612) (1,986,159,980) (176,643,430)
Proceeds from sale/disposal of property and equipment 412,780,725 17,882,884 2,062,069
Net cash used in investing activities (20,902,173,596) (15,433,293,336) (4,958,908,554)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from availments of loans (Note 11) 8,506,090,722 17,451,425,772 9,229,011,906
Payments of:
Interest (Note 22) (6,083,469,134) (5,440,456,244) (5,183,577,168)
Long-term debt principal (Notes 11 and 22) (5,340,000,000) (2,205,000,000) (2,205,000,000)
Lease liabilities principal (Note 17) (19,097,250) (17,667,315) (18,207,505)
Issuance of parent company’s shares (Note 14) 5,481,613,951 – –
Purchase of treasury shares (Note 14) – (260,471,030) (776,074,494)
Net cash provided by financing activities 2,545,138,289 9,527,831,183 1,046,152,739

EFFECT OF EXCHANGE RATE CHANGES ON CASH

AND CASH EQUIVALENTS (238,724,937) 117,513,743 713,190,521

NET INCREASE IN CASH AND CASH EQUIVALENTS 1,943,823,246 12,731,861,423 1,807,149,269

CASH AND CASH EQUIVALENTS

AT BEGINNING OF YEAR (Note 4) 37,890,537,172 25,158,675,749 23,351,526,480

CASH AND CASH EQUIVALENTS

AT END OF YEAR (Note 4) = 39,834,360,418
P =37,890,537,172
P =25,158,675,749
P

See accompanying Notes to Consolidated Financial Statements.

*SGVFS187544*
BLOOMBERRY RESORTS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Business

a. Corporate Information

Bloomberry Resorts Corporation (referred to as “Bloomberry” or “Parent Company”), was

incorporated in the Philippines and registered with the Securities and Exchange Commission
(“SEC”) on May 3, 1999. The Parent Company’s primary purpose is to subscribe, acquire, hold,
sell, assign or dispose shares of stock and other securities of any corporation, including those
engaged in hotel and/or gaming and entertainment business, without engaging in dealership in
securities or in the stock brokerage business or in the business of an investment company, to the
extent permitted by law, and to be involved in the management and operations of such investee
companies; and to guarantee the obligations of its subsidiaries or affiliates or any entity in which
the Parent Company has lawful interest.

The Parent Company’s registered office address is at The Executive Offices, Solaire Resort &
Casino, 1 Asean Avenue, Entertainment City, Tambo, Parañaque City.

Bloomberry’s shares of stock are publicly-traded in the Philippine Stock Exchange (“PSE”) under
the ticker BLOOM.

Bloomberry is a subsidiary of Prime Strategic Holdings Inc. (“PSHI”), the intermediate parent
company. The Group’s ultimate parent company is Razon & Co. Inc. These entities are
domiciled in the Philippines.
The consolidated financial statements have been approved and authorized for issuance by the
Board of Directors (“BOD”) on March 1, 2024.
b. Subsidiaries of Bloomberry
Sureste Properties, Inc. (“Sureste”) and Bloomberry Resorts and Hotels Inc. (“BRHI”)
On February 6, 2012, PSHI sold 100% of its ownership interest in Sureste to Bloomberry for
=5.9 billion. Sureste owns 100% of BRHI.
P
Sureste was incorporated in the Philippines and was registered with the SEC on April 16, 1993.
Its wholly-owned subsidiary, BRHI, was incorporated in the Philippines and registered with the
SEC on February 27, 2008. BRHI holds 9.34% of the shares of Sureste. The primary purpose of
Sureste and BRHI is to develop and operate tourist facilities, including hotel-casino entertainment
complexes with hotel, retail, amusement areas and themed development components.
Solaire Korea Co., Ltd. (“Solaire Korea”), Golden & Luxury Co., Ltd. (“G&L”) and Muui
Agricultural Corporation (“Muui”)
In December 2014, Solaire Korea was established by Bloomberry to hold the Parent Company’s
investment in the leisure and entertainment business in the Republic of Korea. On April 24,
2015, Solaire Korea acquired 77.26% of the outstanding shares of G&L. Subsequently on May
22, 2015, Solaire Korea acquired additional 18.97% of G&L, bringing its ownership in G&L to
96.23%. On August 20, 2015, Bloomberry acquired 10.00% of the outstanding shares of G&L
from Solaire Korea. On March 8, 2017, Muui was established with a total capitalization of
Korean Won (₩)200.0 million (P =8.2 million). Solaire Korea owns 80% of the outstanding shares
of Muui. In 2019, Solaire Korea acquired additional 10% ownership in Muui for a consideration
amounting to =P9.3 million bringing its ownership in Muui to 90%.

*SGVFS187544*
 -2-

Bloom Capital B.V. and Solaire de Argentina S.A.

On November 21, 2013, Bloomberry subscribed to 60% of the capital stock of Bloom Capital
B.V., a financial holding entity incorporated in the Netherlands as a private company with limited
liability under the Dutch law. On October 23, 2014, Bloomberry acquired the remaining 40% of
the capital stock of Bloom Capital B.V. In 2014, Bloom Capital B.V. acquired 94% ownership
interest in Solaire de Argentina S.A. Bloom Capital B.V is currently not in operation. Solaire de
Argentina S.A. was officially liquidated. A liquidator has been appointed with the only purpose
of taking legal custody of Solaire de Argentina’s record. Solaire de Argentina S.A. has no further
obligation to file any corporate or tax document.

Bloomberry Cruise Terminals, Inc. (“BCTI”)

BCTI, a wholly-owned subsidiary of Bloomberry, was incorporated in the Philippines and
registered with SEC on July 19, 2019. The primary purpose of BCTI is to establish, operate and
manage cruise terminals.

Bloomberry Resorts Japan, Inc. (“BRJ”)

In November 2019, BRJ’s former shareholders transferred to Bloomberry 100% ownership
interest in BRJ pursuant to a deed of assignment for a consideration amounting to =
P22.7 million.
The acquisition of BRJ is accounted for as an asset acquisition as BRJ does not qualify as a
business.

Solaire Properties Corporation (“SPC”)

On April 29, 2022, Bloomberry established SPC (formerly Solaire Entertainment Properties
Holdings, Inc.) to acquire and subsequently develop a property in Paniman, Ternate, Cavite into
an integrated resort and entertainment complex with a casino, hotel, golf course, commercial,
residential and mixed-use development.

Solaire Resorts Corporation (“SRC”)

SRC, a wholly-owned subsidiary of Bloomberry, was incorporated in the Philippines and
registered with SEC on October 18, 2022. The primary purpose of SRC is to develop and operate
an integrated resort including a casino duly licensed by the Philippine Amusement and Gaming
Corporation (“PAGCOR”), and other relevant government regulators. It has not commenced
operations.

c. Status of Operations

Sureste and BRHI

The PAGCOR has granted BRHI the Provisional License on April 8, 2009 to develop an
integrated casino, hotel and entertainment complex within Entertainment City (the “Project”).
BRHI is one of four licensees for Entertainment City. Prior to the development of integrated
resorts in the Philippines, only PAGCOR-operated casinos and six private casinos in special
economic zones were allowed to operate in the country. The Provisional License, as well as any
regular license to be issued to replace it, is concurrent with PAGCOR’s congressional franchise.
PAGCOR’s franchise will expire on July 11, 2033 and may be renewed when PAGCOR’s
franchise is renewed by law. On May 5, 2015, BRHI’s Provisional License was replaced with a
regular casino Gaming License upon full completion of the Project, referred to as “Solaire”. The
Gaming License has the same terms and conditions as the Provisional License.

Solaire is one of the Philippines’ first premium/luxury hotel and gaming resort. The 16-hectare
gaming and integrated resort complex along Asean Avenue in Parañaque City is the first casino to
operate within Entertainment City. BRHI, as the license holder, operates the casino while Sureste
operates the hotel and non-gaming business.

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On March 16, 2013, BRHI and Sureste commenced commercial operations, upon completion of
Phase 1 of Solaire, now referred to as the Bay Tower, along with the opening of the main gaming
area and initial non-gaming amenities, which included the hotel and a number of food and
beverage outlets.

On November 22, 2014, Bloomberry opened the Sky Tower, which was previously referred to as
Phase 1A development of Solaire. Contiguous to the existing Solaire Resort and Casino, the Sky
Tower consists of a 312 all-suite hotel, additional ten VIP gaming salons with 66 gaming tables
and 230 slot machines, an exclusive House of Zhou Chinese restaurant and The Whisky Bar
(previously The Macallan Whisky and Cigar Bar) for VIP patrons, state-of-the art meeting rooms
(“The Forum”), and a lyrical theater (“The Theatre”). The Sky Tower also features two
restaurants, the Waterside Restobar and Oasis Garden Café. The Theatre is a certified 1,740-seat
theatre designed to provide a superior audio-visual experience for a wide range of theatre plays
and musicals, concerts, shows and performing arts. The Forum is a 2,000 square-meter meeting
facility with eight meeting rooms, two boardrooms and a flexible pre-function area. Sky Tower
also features the Sky Range Shooting Club with 5 rifle shooting bays and 15 pistol bays. Sky
Tower is accessible through a multi-level parking garage that, to date, can accommodate and
secure over 1,050 vehicles. The Shoppes in the Sky Tower features retail stores, including
premium brands such as Louis Vuitton, Dior, Cartier, Yves Saint Laurent, and Prada, among
others.

On December 7, 2018, Solaire unveiled The Baccarat Room & Bar (previously The Cigar Bar
and Poker Room), a high-end poker area with eight gaming tables. On February 11, 2019,
Solaire opened the Philippine’s first electronic table games (“ETG”) stadium called “Players
Stadium” – an expansive and colorful entertainment space highlighted by a massive 360 square
meter surround screen. On March 18, 2021, the Solaire Club was unveiled in its new location on
Level 3, on what was previously the grand ballroom. The updated luxury space sprawls over
4,300 square meters featuring world-class casino facilities, new dining outlets, private salons, and
exclusive amenities that make it one of Asia’s finest gaming offerings. On December 1, 2023, the
Solaire Grand Ballroom was opened in its new location at The Shoppes. The new ballroom’s
main event area is 2,400 sqm and seats up to 2,200 guests.

A part of the Solaire parking building in the Sky Tower has been reconfigured and leased out as
office space for BPO businesses.

On June 5, 2018, Sureste acquired two parcels of land in Entertainment City from PAGCOR with
a total area of 160,359 square meters where Solaire Resort and Casino is located.

Coronavirus pandemic
On January 31, 2020, the World Health Organization (“WHO”) declared the novel coronavirus
acute respiratory disease (now COVID-19) health event as a public health emergency of
international concern. On the same day, the Philippines issued a temporary travel ban covering
all travelers coming from Hubei Province of China. On February 2, 2020, the Philippines banned
all travel to and from China and its two administrative regions, Hong Kong and Macau, to stem
the spread of the virus.

On March 14, 2020, Philippine President Rodrigo Duterte placed Metro Manila under “Enhanced
Community Quarantine” (ECQ). In line with the declaration of ECQ in Metro Manila, PAGCOR
announced on March 15, 2020, that casino operations would be suspended for the duration of the
quarantine. The temporary closure applied to PAGCOR-operated casinos, all licensed and
integrated resort casinos, electronic games (eGames), bingo (traditional and electronic), sports
betting, poker, slot machine clubs and other activities regulated by PAGCOR. Accordingly, all

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gaming operations in Solaire and the other integrated resorts in Entertainment City were
suspended to comply with PAGCOR’s directive.

In June 2020, relevant authorities allowed Solaire and other integrated resorts in Entertainment
City to commence limited dry run gaming operations under GCQ. Such dry run operations,
which involve only in-house and select invited guests, are means for operators to fine tune their
services in accordance with new normal protocols. For the time Solaire was open in 2020, it
maintained an invite-only policy and was not open to the public.

On September 16, 2021, Metro Manila was placed under GCQ Alert Level 4 and Solaire reopened
keeping to its invite-only policy and limited capacity operations. Starting October 16, 2021,
government eased the quarantine restriction to GCQ Alert Level 3. From November 15 to
December 31, 2021, Metro Manila was placed under GCQ Alert Level 2.

On January 3, 2022, the government again placed Metro Manila under GCQ Alert Level 3 due to
the surge in new cases caused by the highly contagious but less severe COVID-19 Omicron
variant. On February 1, 2022, Metro Manila was placed under GCQ Alert Level 2 and further
eased to GCQ Alert Level 1 on March 1, 2022. Metro Manila remained under GCQ Alert Level
1 throughout the rest of 2022 and 2023. PAGCOR allowed casinos to open to the public on
limited capacity following guidelines under GCQ Alert Level 1.

On July 22, 2023, Philippine President Ferdinand Marcos Jr. lifted the State of Public Health
Emergency throughout the Philippines relating to COVID-19. Hence there are no more restrictions
on the operating capacity of Solaire.

Solaire Resort North

In 2015, Sureste purchased from the National Housing Authority (NHA) 15,676 square meters of
land in Vertis North, Quezon City Central Business District and was issued Transfer Certificates
of the Title on June 24, 2016. This property is the site of “Solaire Resort North,” BRHI’s second
integrated resort in the Philippines under the same PAGCOR license. The Group started the
excavation work for the said project in July 2019. In line with the ECQ in March 2020,
construction work at the site was temporarily halted. Work commenced with limited construction
capacity on June 15, 2020. In 2021 and 2022, construction work was continued subject to strict
compliance with the construction safety guidelines issued by the Inter-Agency Task Force for the
Management of Emerging Infectious Diseases. Solaire Resort North is scheduled for completion
and opening in the first half of 2024.

The Solaire Resort North Project was recognized by the Local Government of Quezon City as a
Priority Project due to its generative employment impact.

G&L
G&L operated a hotel and casino property in Jeju, South Korea under the brand name “T.H.E
Hotel” and “LVegas Casino”. Upon takeover of operation by Bloomberry in 2015, the property
was rebranded as “Jeju Sun Hotel & Casino” (“Jeju Sun”). The property consists of a 202-room
hotel with 5 Hibiscus rating, 2,000 square meters of gaming operations with 36 tables and 20
electronic gaming machines. The property has four food and beverage outlets to service its hotel
guests and casino players. In 2018, a reorganization was implemented separating hotel and
casino operations. In the fourth quarter of 2018, Jeju Sun embarked on a renovation project
covering 164 rooms, restaurants, lobby, building façade, sports bar, gym, sauna, back of the
house and a new ballroom for the purpose of securing the 5 Hibiscus rating that is required to
keep its gaming license. Renovations were completed in December 2019.

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In response to the COVID-19 situation in South Korea, Jeju Sun began a phased suspension
of operations on March 6, 2020 with full suspension achieved by March 21, 2020.
On October 3, 2022, Jeju Sun reopened with limited gaming capacity, hotel and two restaurants.

Contemplated Investment in Lapu-Lapu Leisure, Inc. and Clark Grand Leisure Corp.
On May 6, 2022, Bloomberry signed a term sheet with PH Travel and Leisure Corp., a subsidiary
of PH Resorts Group Holdings, Inc. which covers the proposed investment of Bloomberry into
Lapu-Lapu Leisure, Inc. and Clark Grand Leisure Corp. which are developing the Emerald Bay
Resort Hotel and Casino in Punta Engano, Lapu-Lapu City, Cebu, and The Base Resort Hotel and
Casino in Clark, Pampanga, respectively. The term sheet is subject to several Conditions to
Closing including: (a) the execution of mutually acceptable definitive agreements; (b) approval of
regulators; (c) approval of creditors; (d) completion of audited financial statements; (d) corporate
approvals, and cooperation on and satisfactory result of due diligence, among others.

On March 22, 2023, Bloomberry terminated the term sheet after considering the results of due
diligence. The parties agreed that the P1.0 billion deposit made under the term sheet shall be
returned to Bloomberry through execution of certain transactions before the end of 2024
(see Note 5).

Paniman Project
On May 18, 2022, Bloomberry through SPC entered into an agreement with a group of
landowners comprising Boulevard Holdings Inc., Puerto Azul Land, Inc., Ternate Development
Corporation and Monte Sol Development Corporation (the “Sellers”) for the purchase by SPC of
a total of 2,797,768 square meters of land in the Paniman area in Ternate, Cavite at the average
price of P2,700 per square meter. As of December 31, 2023, SPC has purchased 219 lots with a
total land area of 1,808,334 square meters.

SPC intends to develop the Paniman property into an integrated resort and entertainment complex
with a world class casino, hotel, golf course, commercial, residential and mixed-use development.
While the timeline is yet to be finalized, the development of the Paniman Project is expected to
commence after Solaire Resort North in Vertis North, Quezon City has started its commercial
operations.

2. Material Accounting Policy Information

Basis of Preparation
The consolidated financial statements of Bloomberry and its subsidiaries (collectively referred to as
the “Group”) have been prepared in conformity with Philippine Financial Reporting Standards
(“PFRSs”).

The consolidated financial statements have been prepared under the historical cost basis except for
investment in club shares which have been measured at fair value. The consolidated financial
statements are presented in Philippine Peso, the functional currency of the Group, and all values are
rounded to the nearest peso, except when otherwise indicated.

Basis of Consolidation
The consolidated financial statements include the financial statements of Bloomberry and its
subsidiaries as at December 31, 2023 and 2022 and for each of the three years in the period ended
December 31, 2023.

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As of December 31, 2023 and 2022, direct and indirect subsidiaries of Bloomberry include:

2023 2022
Effective Percentage Effective Percentage
of Ownership of Ownership
Direct Indirect Direct Indirect
Sureste 91 9 91 9
BRHI (through Sureste) – 100 – 100
Bloom Capital B.V.* 100 – 100 –
Solaire de Argentina S.A.
(through Bloom Capital B.V)** – – – 94
Bloomberry Cruise Terminal, Inc. 100 – 100 –
Bloomberry Resorts Japan, Inc.* 100 – 100 –
Solaire Korea 100 – 100 –
G&L (through Solaire Korea) 10 86 10 86
Muui (through Solaire Korea)* – 90 – 90
Solaire Properties Corporation (SPC)* 100 – 100 –
Solaire Resorts Corporation (SRC)* 100 – 100 –
*has not started commercial operations
**officially liquidated in 2023

Changes in Accounting Policies and Disclosures

The accounting policies adopted are consistent with those of the previous financial year, except for
the adoption of new material accounting standards effective beginning January 1, 2023. The Group
has not early adopted any standard, interpretation or amendment that has been issued but is not yet
effective.

 Amendments to PAS 1 and PFRS Practice Statement 2, Disclosure of Accounting Policies

The amendments provide guidance and examples to help entities apply materiality judgements to
accounting policy disclosures. The amendments aim to help entities provide accounting policy
disclosures that are more useful by:
 Replacing the requirement for entities to disclose their ‘significant’ accounting policies
with a requirement to disclose their ‘material’ accounting policies, and
 Adding guidance on how entities apply the concept of materiality in making decisions
about accounting policy disclosures

The amendments have had an impact on the Group’s disclosures of accounting policies, but not
on the measurement, recognition or presentation of any items in the consolidated financial
statements. The amendments have been considered under “Material Accounting Policies” section
of this note.

 Amendments to PAS 12, International Tax Reform – Pillar Two Model Rules

The amendments introduce a mandatory exception in PAS 12 from recognizing and disclosing
deferred tax assets and liabilities related to Pillar Two income taxes.

The amendments also clarify that PAS 12 applies to income taxes arising from tax law enacted or
substantively enacted to implement the Pillar Two Model Rules published by the Organization for
Economic Cooperation and Development (OECD), including tax law that implements qualified
domestic minimum top-up taxes. Such tax legislation, and the income taxes arising from it, are
referred to as ‘Pillar Two legislation’ and ‘Pillar Two income taxes’, respectively.

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The temporary exception from recognition and disclosure of information about deferred taxes and
the requirement to disclose the application of the exception, apply immediately and
retrospectively upon adoption of the amendments in June 2023.

Meanwhile, the disclosure of the current tax expense related to Pillar Two income taxes and the
disclosures in relation to periods before the legislation is effective are required for annual
reporting periods beginning on or after January 1, 2023.

The Group adopted and applied the exceptions introduced by PAS 12. The current income tax
expense related to Pillar Two income taxes amounted to nil in 2023.

Pillar Two legislation has been enacted or substantively enacted in certain jurisdictions where the
Group operates. As at March 1, 2024, the Group is in the process of gathering information and
assessing the potential exposure arising from the Pillar Two legislation.

Standards Issued But Not Yet Effective

The adoption of future accounting standards is not expected to have a material impact on the Group’s
consolidated financial statements.

Material Accounting Policies

Financial Assets
The Group’s financial assets are classified as financial assets at amortized cost. The Group applies
the simplified approach in measuring expected credit losses (ECL) for trade receivables which uses a
lifetime expected loss allowance for all trade receivables. These are the expected shortfalls in
contractual cash flows, considering the potential for default at any point during the life of the
financial assets. To calculate the ECL, the Group uses its historical experience, external indicators
and forward-looking information using a provision matrix. The Group also assesses impairment of
trade receivables on a collective basis as they possess shared credit risk characteristics and have been
grouped based on the days past due. Meanwhile, impairment of other financial assets is assessed
based on potential liquidity of counterparties based on available financial information.

Financial Liabilities
The Group’s financial liabilities are classified as loans and borrowing and payables. These are
recognized initially at fair value, net of directly attributable transaction costs, and subsequently
measured at amortized cost. A financial liability is derecognized when the obligation under the
liability is discharged or canceled or has expired. When 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 modification is treated as a derecognition of the original
liability and the recognition of a new liability, and the difference in the respective carrying amounts is
recognized in the Group’s profit or loss.

Inventories
Inventories are valued at the lower of cost and net realizable value (“NRV”). The cost is determined
using the moving average method except for table card inventories (presented as part of operating
supplies) where the first in, first out method is being utilized. The NRV is based on estimated selling
prices less estimated costs to be incurred on completion and disposal. The NRV of operating and
other supplies is the current replacement cost.

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Promo Merchandise
Promo merchandise pertains to items to be provided by the Group to its patrons as giveaways at
different marketing events. These are carried at lower of cost and NRV and charged to “Cost of
sales” once distributed to the patrons. The cost of the promo merchandise is determined using the
FIFO method. The NRV of promo merchandise is the current replacement cost.

Property and Equipment

The Group’s property and equipment are initially recognized at cost and subsequently recognized at
cost less accumulated depreciation and amortization and any impairment in value.

Depreciation and amortization are computed using the straight-line method over the following
estimated useful lives of the assets:

Land improvements 10 years

Building and improvements 40 years
Machineries 10 years
Gaming equipment 5 years
Office furniture and fixtures 5 years
Transportation equipment 5 years
Leasehold improvements 3 years or lease term, whichever is shorter
Office and communication equipment 5 years

Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the
estimated useful lives of the assets, as follows:

Land 10 to 20 years
Building 3 years
Gaming equipment 3 years

Operating Equipment
Operating equipment (shown as part of “Other noncurrent assets” account) is initially recognized at
cost and subsequently recognized at cost less accumulated amortization, as applicable.

Impairment of Nonfinancial Assets

The Group’s investments in property and equipment, right-of-use assets, joint ventures and other non-
financial assets are tested for impairment whenever events or changes in circumstances indicate that
the carrying amount may not be recoverable.

Goodwill and intangible assets with indefinite useful lives are tested for impairment annually at the
CGU level, as appropriate, and when circumstances indicate that the carrying value may be impaired.

Share-based Payment Plan

Certain qualified officers and employees of the Group and subsidiaries receive remuneration for their
services in the form of equity shares of the Group (“equity-settled transactions”).

The cost of equity-settled transactions with officers and employees is measured by reference to the
fair value of the stock at the date on which these are granted.

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Revenue from Contracts with Customers

The Group’s revenue from contracts with customers primarily consist of gaming, hotel
accommodation services, food and beverage, and retail and other revenue. Revenue from contracts
with customers is recognized when control of the goods or services are transferred to the customer at
an amount that reflects the consideration to which the Group expects to be entitled in exchange for
those goods or services. The Group has generally concluded that it is the principal in its revenue
arrangements.

Gaming revenue
Gaming revenue is recognized when the control of the service is transferred to the patron upon
execution of a gaming play. The Group accounts for its gaming revenue contracts collectively on a
portfolio basis versus an individual basis as all patrons have similar characteristics. The Group
considers whether there are other promises in the contract that are separate performance obligations to
which a portion of the transaction price needs to be allocated. Accordingly, for gaming transactions
that include complimentary goods and services provided by the Group to incentivize future gaming,
the Group allocates the stand-alone selling price of each goods or services to the appropriate revenue
type. In determining the transaction price, gaming revenue is measured by the aggregate net
difference between gaming wins and losses and the effect of consideration payable to a patron (if any)
is considered. Amounts rebated to junket operators and premium patrons for rolling play, cash
discounts and other cash incentives to patrons related to gaming play are recognized as a reduction
from gross gaming revenue.

Hotel, food and beverage, retail and other operating revenues

Hotel, food and beverage, retail and other operating revenues are recognized when the control of the
goods or service is transferred to the customer, generally when the services are performed or the retail
goods are delivered.

Retail and other revenue includes sale of various merchandise, communication and transportation
services to Solaire guests and patrons.

Customer Loyalty Program

The Group has a loyalty points program which allows customers to accumulate points that can be
redeemed for free hotel accommodation, food and beverage, retail goods and other services. The
loyalty points give rise to a separate performance obligation as they provide a material right to the
customer. The Group’s customer is able to use the points as a currency (i.e., currency value has been
fixed and can no longer be changed by the Group). A portion of the transaction price is allocated to
the loyalty points awarded to customers based on relative stand-alone selling price and recognized as
a financial liability until the points are redeemed. The number of points redeemed through third
parties is recognized as reduction in gaming revenue.

Employee Benefits
The Group provides post-employment benefits to employees through a defined benefit plan and other
employee benefits.

The Group’s defined benefit post-employment plan covers all regular full-time employees.

The defined benefit obligation is calculated annually by independent actuaries using the projected unit
credit method.

Defined benefit costs comprise the following:

a) service cost;
b) interest on the defined benefit liability; and
c) remeasurements of defined benefit liability.

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Service costs which include current service costs, past service costs, and gains or losses on non-routine
settlements are recognized as expense in profit or loss. Past service costs are recognized when plan
amendment or curtailment occurs. These amounts are calculated periodically by independent qualified
actuaries.

Interest on the defined benefit liability is the change during the period in the net defined benefit
liability that arises from the passage of time which is determined by applying the discount rate based
on government bonds to the net defined benefit liability.

Interest on the defined benefit liability is recognized as expense or income in the profit or loss.

Remeasurements comprising actuarial gains and losses and return on plan assets (excluding net
interest on defined benefit liability or asset) are recognized immediately in OCI in the period in which
they arise. Remeasurements are not reclassified to profit or loss in subsequent periods.
Provisions
Provisions arising from present obligation are recognized in profit or loss when the timing and
amount of settlement can be reliably measured.
Borrowing Costs
Borrowing costs are capitalized if they are directly attributable to the acquisition, construction or
production of a qualifying asset. Qualifying assets are assets that necessarily take a substantial period
of time to get ready for its intended use or sale. Capitalization of borrowing costs commences when
the activities necessary to prepare the asset are in progress and expenditures and borrowing costs are
being incurred. Borrowing costs are capitalized until the assets are available for their intended use. If
the resulting carrying amount of the asset exceeds its recoverable amount, an impairment loss is
recognized. Borrowing costs include interest charges and other costs incurred in connection with the
borrowing of funds, as well as exchange differences arising from foreign currency borrowings used to
finance these projects to the extent that they are regarded as an adjustment to interest cost.
All other borrowing costs are expensed as incurred.
Leases
Group as a Lessee
Subsequent to initial recognition, the Group depreciates the right-of-use asset on a straight-line basis
from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset
or the end of the lease term which is from 3 to 20 years.

Short-term leases and leases of low-value assets

The Group applies the short-term lease recognition exemption to its short-term leases of equipment
and other rentals (i.e., those leases that have a lease term of 12 months or less from the
commencement date and do not contain a purchase option). It also applies the leases of low-value
assets recognition exemption to leases of office equipment that are considered of low value. Lease
payments on short-term leases and leases of low-value assets are recognized as expense on a straight-
line basis over the lease term.
Group as a Lessor
Rental income arising is accounted for on a straight-line basis over the lease term and is included in
“Retail and others” account in the consolidated statement of comprehensive income.

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3. Management’s Use of Judgments, Estimates and Assumptions

The preparation of the consolidated financial statements requires the Group to make judgments,
estimates and assumptions that affect the reported amounts of revenues, expenses, assets and
liabilities and disclosure of contingent liabilities at the reporting date. The uncertainties inherent in
these assumptions and estimates could result in outcomes that could require a material adjustment to
the carrying amount of the assets or liabilities affected in the future years.

Judgments
In the process of applying the Group’s accounting policies, management has made the following
judgments apart from those including estimations and assumptions, which has the most material
effect on the amounts recognized in the consolidated financial statements.

Contingencies. The Group is involved in certain legal proceedings. The Group’s judgment and
estimate of the probable cost for the implication of these matters has been developed in consultation
with its legal counsels and is based upon an analysis of potential results. Management and its legal
counsels do not believe these will have a material adverse effect on its financial position or
performance. It is possible, however, that future results of operations could be materially affected by
changes in the estimates or in the effectiveness of strategies relating to this matter (see Note 18).

Identification of Contract with Customers under PFRS 15. The Group applied PFRS 15 guidance to a
portfolio of contracts with similar characteristics as the Group reasonably expects that the effects on
the consolidated financial statements of applying this guidance to the portfolio would not differ
materially from applying this guidance to the individual contracts within that portfolio. Hence, the
Group viewed a gaming day as one contract.

Identifying Performance Obligations. The Group identifies performance obligations by considering

whether the promised goods or services in the contract are distinct goods or services. A good or
service is distinct when the customer can benefit from the good or service on its own or together with
other resources that are readily available to the customer and the Group’s promise to transfer the good
or service to the customer is separately identifiable from the other promises in the contract.

The Group provides promotional merchandise items to its patrons as giveaways at different marketing
events and grants certain complimentaries in the form of free hotel accommodation; food and
beverages; and retail merchandise from outlets to incentivize future gaming. The Group determined
that the promotional merchandise items and complimentary incentives given to the patrons are
capable of being distinct and therefore considered as separate performance obligations.

Determination and Allocation of the Transaction Price. The Group considers whether there are other
promises in the contracts with customers that are separate performance obligations to which a portion
of the transaction price needs to be allocated. In determining the transaction price, the Group
considers the effect of rebates paid through gaming promoters. As the information necessary for the
Group to apply judgment and determine the consideration to which it is entitled are proprietary to the
gaming promoters and are not communicated by the gaming promoters to the Group, the Group
recognized the full amount paid to gaming promoters as reduction in revenue. In allocating the
transaction price, the Group considers the amount at which the entity would sell or purchase the
promotional merchandise or complimentary incentives separately as the stand-alone selling price of
the performance obligations.

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Estimates and Assumptions

The key estimates and assumptions concerning the future and other key sources of estimation
uncertainty at reporting date, that have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities recognized in the consolidated financial statements within
the next financial year are discussed as follows:

Definition of Default and Credit-Impaired Financial Assets. The Group defines a financial
instrument as in default, which is fully aligned with the definition of credit-impaired, when it meets
one or more of the following criteria:

 Quantitative Criteria. The borrower is more than 90 days past due on its contractual payments,
which is consistent with the Group’s definition of default.

 Qualitative Criteria. The borrower meets unlikeliness to pay criteria, which indicates the
borrower is in significant financial difficulty. These are instances where:

a. The borrower is experiencing financial difficulty or is insolvent;

b. Concessions have been granted by the Group, for economic or contractual reasons relating to
the borrower’s financial difficulty; or
c. It is becoming probable that the borrower will enter bankruptcy or other financial
reorganization.

The criteria above have been applied to all financial instruments held by the Group and are consistent
with the definition of default used for internal credit risk management purposes. The default
definition has been applied consistently to model the probability of default (PD), loss given default
(LGD) and exposure at default (EAD) throughout the Group’s ECL calculation.

General Approach for Nontrade Receivables. The Group applies a general approach in calculating
ECLs of nontrade receivables. The Group recognizes a loss allowance based on either 12-month ECL
or lifetime ECL, depending on whether there has been a significant increase in credit risk since initial
recognition.

Simplified Approach for Trade Receivables. The Group uses a provision matrix to calculate ECLs for
trade receivables. The provision rates are based on days past due for groupings of various patron
segments that have similar loss patterns. The provision matrix is initially based on the Group’s
historical observed default rates. The Group calibrates the matrix to adjust the historical credit loss
experience with forward-looking information. At every financial reporting date, the historical
observed default rates are updated and changes in the forward-looking estimates are analyzed.

Grouping of instruments for losses measured on collective basis

For ECL provisions modelled on a collective basis, a grouping of exposures is performed on the basis
of shared risk characteristics, such that risk exposures within a group are homogeneous. The
characteristics and any supplementary data used to determine groupings are outlined below.

Trade receivables - Groupings for collective measurement

a. Currency
b. Type of patron

Macro-economic Forecasts and Forward-looking Information. Macro-economic forecasts are

determined by evaluating a range of possible outcomes and using reasonable and supportable
information that is available without undue cost and effort at the reporting date about past events,
current conditions and forecasts of future economic conditions.

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The Group takes into consideration using different macro-economic variables to ensure linear
relationship between internal rates and outside factors. Regression analysis was used to objectively
determine which variables to use.

Predicted relationship between the key indicators and default and loss rates on various portfolios of
financial assets have been developed based on analyzing historical data over the past 5 years. The
methodologies and assumptions including any forecasts of future economic conditions are reviewed
regularly.

The carrying values of receivables and the related allowance for ECL of the Group are disclosed in
Note 5 to the consolidated financial statements.

Estimating Useful Lives of Property and Equipment. Management determines the estimated useful
lives and the related depreciation and amortization charges for its property and equipment based on
the period over which the property and equipment are expected to provide economic benefits.
Management’s estimation of the useful lives of property and equipment is based on collective
assessment of industry practice, internal technical evaluation and experience with similar assets.
These estimations are reviewed periodically and could change significantly due to physical wear and
tear, technical or commercial obsolescence and legal or other limits on the use of the assets.
Management will increase the depreciation and amortization charges where useful lives are less than
the previously estimated useful lives.

The carrying values of property and equipment are disclosed in Note 8 to the consolidated financial
statements.

Recognition of Deferred Tax Assets. The Group reviews the carrying amounts at the end of each
reporting period and reduces the deferred tax assets to the extent that it is no longer probable that
sufficient taxable income will be available to allow all or part of the deferred tax assets to be utilized.
The Group’s assessment on the recognition of deferred tax assets on NOLCO, MCIT and deductible
temporary differences is based on the level and timing of forecasted taxable income of the subsequent
reporting periods. The forecast is based on past results and future expectations on revenues and
expenses as well as future tax planning strategies. However, there is no assurance that the Group will
generate sufficient taxable income to allow all or part of its deferred income tax assets to be utilized.

Recognized and unrecognized deferred tax assets are disclosed in Note 19 to the consolidated
financial statements.

4. Cash and Cash Equivalents

2023 2022
Cash on hand P
=4,742,555,310 P=3,894,958,753
Cash in banks 24,536,094,875 26,760,755,157
Temporary cash investments 4,292,122,797 1,926,453,227
Debt collateral accounts (see Note 11) 6,263,587,436 5,308,370,035
P
=39,834,360,418 =
P37,890,537,172

Cash in banks earn interest at their prevailing bank deposit rates.

Temporary cash investments are made for varying periods of up to three months depending on the
immediate cash requirements of the Group and earn interest at their prevailing short-term investment
rates.

*SGVFS187544*
 - 14 -

Debt collateral accounts are bank accounts maintained by the Group as collateral for its long-term
debt (see Note 11).

Interest income earned from cash and cash equivalents amounted to =P492.2 million, =
P117.7 million
and P
=43.1 million in 2023, 2022 and 2021, respectively (see Note 16).

5. Receivables

2023 2022
Gaming (see Notes 15 and 18) P
=1,381,052,374 =1,774,630,569
P
Receivable from a third party (see Note 1) 1,000,000,000 –
Hotel (see Note 15) 116,671,775 133,889,406
Receivables from officers and employees
(see Note 12) 102,966,169 101,002,789
Receivables from related parties (see Note 12) 75,019,690 417,262,837
Interest receivable 43,434,135 28,528,437
Others (see Note 17) 185,053,515 320,759,861
2,904,197,658 2,776,073,899
Less allowance for ECL 762,953,953 764,539,721
P
=2,141,243,705 =2,011,534,178
P

Gaming receivables mainly include casino markers issued to gaming promoters and VIP premium
casino patrons. Casino markers pertain to credits granted to registered casino patrons. These markers
are noninterest-bearing and are normally collected within 90 days.

Contemplated Investment in Lapu-Lapu Leisure, Inc. and Clark Grand Leisure Corp.
On May 6, 2022, Bloomberry signed a term sheet with PH Travel and Leisure Corp., a subsidiary of
PH Resorts Group Holdings, Inc. which covers the proposed investment of Bloomberry into Lapu-
Lapu Leisure, Inc. and Clark Grand Leisure Corp. which are developing the Emerald Bay Resort
Hotel and Casino in Punta Engano, Lapu-Lapu City, Cebu, and The Base Resort Hotel and Casino in
Clark, Pampanga, respectively. The term sheet is subject to several Conditions to Closing including:
(a) the execution of mutually acceptable definitive agreements; (b) approval of regulators;
(c) approval of creditors; (d) completion of audited financial statements; (d) corporate approvals, and
cooperation on and satisfactory result of due diligence, among others.

On March 22, 2023, Bloomberry terminated the term sheet after considering the results of due
diligence. The parties agreed that the P1.0 billion deposit made under the term sheet shall be returned
to Bloomberry through execution of certain transactions before the end of 2024.

The deposit was reclassified from “Other noncurrent assets” to “Receivable from a third party” after the
termination of the term sheet relating to the proposed investment of the Company with a third party.

Hotel receivables pertain to various food, beverage, and hotel service fees receivable from hotel
guests which are collected upon check-out. This includes credit card transactions, which are
normally collected within one month.

Receivables from officers and employees primarily pertain to cash advances which are normally
settled within one year through salary deduction (see Note 12). Interest income earned from
receivables from officers and employees amounted to = P1.2 million, =
P0.4 million and =
P0.6 million in
2023, 2022 and 2021, respectively (see Note 16).

*SGVFS187544*
 - 15 -

Receivables from related parties pertain to aircraft maintenance reimbursements. These receivables
are non-interest bearing and are normally settled within one year.

Interest receivable pertains to interest from temporary cash investments which are normally received
within one year.

Other receivables consist of rent receivable on operating leases (see Note 17) and payments made on
behalf of another entity for airfare ticket and other administrative expenses which are normally
collected within one year.

Allowance for ECL pertain to casino markers that the Group assessed as doubtful on an individual and
collective basis.

The movements in the allowance for ECL on gaming receivables are summarized below:

2023 2022
Balance at beginning of year P
=764,539,721 = P1,339,884,050
Provision (see Note 16) 30,000,000 56,881,430
Write-off (27,463,090) (648,000,000)
Revaluation (4,122,678) 15,774,241
Balance at end of year P
=762,953,953 =764,539,721
P

6. Inventories

2023 2022
At cost:
Operating supplies P
=143,250,896 =166,923,420
P
Food and beverage 170,919,967 149,737,693
Retail merchandise 27,137,383 32,865,772
P
=341,308,246 =349,526,885
P

As of December 31, 2023 and 2022, the Group’s inventories are carried at cost which is lower
than the NRV. Inventories charged to cost of sales amounted to =
P3,485.2 million,
=3,017.1 million and =
P P1,391.4 million for the years ended December 31, 2023, 2022 and 2021,
respectively (see Note 16).

*SGVFS187544*
 - 16 -

7. Prepayments and Other Current Assets

2023 2022
Input VAT - net P
=617,679,493 =428,236,387
P
Advances to suppliers (see Note 12) 204,894,100 117,553,056
Prepaid insurance 185,032,817 118,605,413
Fund held in trust (see Note 18) 112,958,283 112,901,819
Promo merchandise 75,182,541 54,231,805
Prepaid marketing 68,137,200 62,827,256
Prepaid maintenance 60,552,728 72,778,559
Security deposits (see Note 17) 52,756,034 77,548,870
Prepaid rent 15,985,736 9,153,814
Prepaid taxes 2,696,278 40,312,170
Advances to Bloomberry Cultural Foundation, Inc.
(see Notes 12 and 18) 458,712 9,570,318
Others 111,535,949 56,056,020
P
=1,507,869,871 =1,159,775,487
P

Net input VAT pertains to the amount of indirect taxes for purchase of goods or services in excess of
the output VAT from sale of goods or services.

Advances to suppliers pertain to advance payments made by the Group for goods and services such as
table playing cards, events production, guaranteed flight services and aircraft maintenance.

Funds held in trust pertains to the bank account subject of a freeze order on request of the Anti-
Money Laundering Council (“AMLC”) ordered by the Supreme Court but which it lifted in a decision
dated September 2, 2020 (see Note 18).

Promo merchandise pertains to items to be provided by the Group to its patrons as giveaways at
different marketing events.

Prepaid marketing pertains to advance payments made by the Group for various sponsorship activities
as part of its marketing activities.

Security deposits mainly pertain to deposits made by the Group for guaranteed flight services. It also
includes security deposit for the Group’s various lease agreements (see Note 17).

Prepaid taxes represent the advance payments made by the Group for withholding taxes, real property
taxes and other taxes.

Others include advances for dues and subscription, consulting services and other prepayments.

*SGVFS187544*
 - 17 -

8. Property and Equipment

2023
Office Office and Right-of-Use
Land and Land Building and Gaming Furniture and Transportation Leasehold Communication Asset Construction in
Improvements Improvements Machineries Equipment Fixtures Equipment Improvements Equipment (see Note 17) Progress Total
Cost
Balances at beginning of year P
=51,055,294,322 P
=33,851,309,461 P
=9,953,796,431 P
=4,682,916,839 P
=4,951,550,542 P
=1,234,992,277 P
=15,313,591 P
=10,591,017,048 P
=46,954,410 P
=10,697,931,608 P =127,081,076,529
Additions 570,444,357 397,854,754 161,429,205 578,371,807 134,748,943 130,509,413 – 700,407,270 – 18,498,024,375 21,171,790,124
Disposal/retirement (33,785,278) (78,530,351) (41,545,904) (440,254,202) (41,794,673) (30,475,641) – (167,562,070) – – (833,948,119)
Reclassification – 181,047,966 145,374,197 – 43,673,481 – – 197,411 – (370,293,055) –
Translation adjustment (82,217,453) (57,287,091) (4,691,292) (5,773,345) (11,696,735) (492,055) (2,466) (74,579) – – (162,235,016)
Balances at end of year 51,509,735,948 34,294,394,739 10,214,362,637 4,815,261,099 5,076,481,558 1,334,533,994 15,311,125 11,123,985,080 46,954,410 28,825,662,928 147,256,683,518
Accumulated Depreciation
Balances at beginning of year 10,629,967 9,179,917,029 7,784,359,307 3,821,975,301 4,585,838,769 705,735,672 6,401,393 8,551,057,116 19,644,784 – 34,665,559,338
Depreciation (see Notes 16 and 17) 1,017,884 873,965,683 751,997,335 452,725,223 187,674,024 103,227,613 7,090,943 878,791,548 16,719,718 – 3,273,209,971
Disposal/retirement – (23,963,665) (31,729,237) (440,254,202) (40,918,778) (30,475,636) – (148,386,910) – – (715,728,428)
Translation adjustment – (21,428,140) (4,311,146) (5,773,144) (10,485,971) (421,633) (1,224) (121,778) – – (42,543,036)
Balances at end of year 11,647,851 10,008,490,907 8,500,316,259 3,828,673,178 4,722,108,044 778,066,016 13,491,112 9,281,339,976 36,364,502 – 37,180,497,845
P
=51,498,088,097 P
=24,285,903,832 P
=1,714,046,378 P
=986,587,921 P
=354,373,514 P
=556,467,978 P
=1,820,013 P
=1,842,645,104 P
=10,589,908 P
=28,825,662,928 P
=110,076,185,673

2022
Office Office and Right-of-Use
Land and Land Building and Gaming Furniture and Transportation Leasehold Communication Asset Construction in
Improvements Improvements Machineries Equipment Fixtures Equipment Improvements Equipment (see Note 17) Progress Total
Cost
Balances at beginning of year =47,280,658,946
P =33,395,134,308
P =9,835,225,101
P =4,545,346,276
P =4,910,862,713
P =1,236,309,304
P P3,497,854
= =9,809,480,264
P P61,670,679
= P5,375,084,925 =
= P116,453,270,370
Additions 3,659,530,943 308,986,983 116,511,773 129,487,880 48,984,096 4,944,330 11,812,284 817,376,645 29,578,017 5,390,004,926 10,517,217,877
Disposal/retirement – (172,000) (4,449,314) – (24,731,459) (6,950,000) – (35,942,621) (44,294,286) – (116,539,680)
Reclassification – 67,158,243 – – – – – – – (67,158,243) –
Translation adjustment 115,104,433 80,201,927 6,508,871 8,082,683 16,435,192 688,643 3,453 102,760 – – 227,127,962
Balances at end of year 51,055,294,322 33,851,309,461 9,953,796,431 4,682,916,839 4,951,550,542 1,234,992,277 15,313,591 10,591,017,048 46,954,410 10,697,931,608 127,081,076,529
Accumulated Depreciation
Balances at beginning of year 9,339,635 8,282,990,821 6,809,744,170 3,327,812,054 4,372,016,579 606,258,827 3,442,970 7,760,958,528 46,330,232 – 31,218,893,816
Depreciation (see Notes 16 and 17) 1,290,332 864,229,210 972,527,559 486,080,847 219,441,797 105,801,261 2,956,610 825,818,592 17,090,672 – 3,495,236,880
Disposal/retirement – (24,282) (4,097,077) – (21,084,174) (6,950,000) – (35,725,524) – – (67,881,057)
Translation adjustment – 32,721,280 6,184,655 8,082,400 15,464,566 625,584 1,813 5,520 (43,776,120) – 19,309,698
Balances at end of year 10,629,967 9,179,917,029 7,784,359,307 3,821,975,301 4,585,838,768 705,735,672 6,401,393 8,551,057,116 19,644,784 – 34,665,559,337
=51,044,664,355
P =
P24,671,392,432 P
=2,169,437,124 =860,941,538
P =365,711,774
P =529,256,605
P =8,912,198
P =2,039,959,932
P =27,309,626
P =
P10,697,931,608 =
P92,415,517,192

*SGVFS187544*
 - 18 -

Construction in progress represents costs incurred in the development of Solaire Resort North. The
costs incurred mainly include construction materials procurement, general construction works,
architectural design services, engineering consultancy and construction supervision services, interior
design services, excavation costs and capitalized interest charges on long-term debt.

Capitalized as part of “Property and equipment” account includes amortization of debt issue costs
amounting to =P92.8 million and =P63.2 million in 2023 and 2022, respectively; and interest charges
amounting to =P976.8 million and = P295.2 million in 2023 and 2022, respectively (see Note 11).
Average interest capitalization rate used ranges from 6.0% to 10.4% in 2023 and 8.2% to 10.3% in
2022 which is the EIR of the specific borrowings.

As of December 31, 2023 and 2022, the Group’s property and equipment under mortgage have
carrying values of =
P99.0 billion and P
=81.7 billion, respectively (see Note 11).

9. Intangible and Other Noncurrent Assets

a. Intangible Assets

Casino License Goodwill Total

Cost
As at December 31, 2022 and 2023 =1,644,120,800
P =403,060,559
P =2,047,181,359
P

Accumulated impairment loss

As at December 31, 2022 and 2023 =1,644,120,800
P =403,060,559
P =2,047,181,359
P

Net book value

As at December 31, 2022 =–
P =–
P =–
P
As at December 31, 2023 P–
= P–
= P–
=

The Group’s goodwill and casino license with indefinite useful life acquired through a business
combination (Solaire Korea’s acquisition of G&L in 2015) are allocated to a single CGU, i.e.,
casino-hotel business in Jeju, Republic of Korea.

The Group recognized an impairment loss on its goodwill and casino license in 2021 amounting
to =
P822.0 million, respectively, primarily due to the COVID-19 impact, and is presented under
operating costs and expenses in the 2021 consolidated statement of comprehensive income
(see Note 16).

b. Advances to contractors amounting to =P2,567.4 million and =P4,126.6 million as of

December 31, 2023 and 2022, respectively, pertain to advance payments to various contractors
for gaming equipment, hotel furniture and fixtures, operating equipment and other gaming and
hotel equipment related to the development of hotel and gaming facility of Solaire properties.

*SGVFS187544*
 - 19 -

c. Other Noncurrent Assets

2023 2022
Input tax P
=1,682,716,271 =801,316,149
P
Creditable withholding tax 522,403,726 450,686,313
Investment in joint venture 383,312,975 –
Operating equipment 333,245,239 12,707,467
Prepaid debt issue costs (see Note 11) 308,259,293 431,858,559
Deposit to landowners and others (see Note 5) 287,736,125 1,345,628,670
Security deposits 112,814,225 63,877,874
Investment in club shares 60,000,000 30,000,000
Others 11,003,370 36,046,586
P
=3,701,491,224 =3,172,121,618
P

Input tax refers to the indirect taxes paid on the purchase of goods or services. These taxes can
be offset against future output VAT, in accordance to applicable tax laws and regulations.

Creditable withholding tax (“CWT”) represents the amount withheld in relation to sales. These
are recognized upon collection and are utilized as tax credits against income tax due as allowed
by the Philippine taxation laws and regulations.

Investment in a joint venture represents the Group’s 49% ownership in Aviation Concepts
Technical Services, Inc. (“ACTSI”) and 49% in Falconer Aircraft Management, Inc (“FAMI”).
Additional investment amounting to = P108.1 million in FAMI was made in 2023. In December
2023, the Group’s advances to Aviation (ACTSI) were converted to equity thus resulting in the
Group’s 49% effective ownership in ACTSI, a joint venture. No impairment loss was recognized
in 2023 and 2022. In 2023, 2022 and 2021, the share in the net loss of a joint venture in FAMI
amounting to =P108.1 million, nil and P
=7.7 million, respectively, was recorded as part of “Others”
under other income (expenses) account in the consolidated statements of comprehensive income
(see Note 16).

Operating equipment pertains to linen, china, glassware, kitchen wares, and uniforms purchased
by the Group to be amortized over a period of two to three years. Purchases in 2023, 2022
and 2021, amounted to P
=351.6 million, =P5.1 million and =P27.0 million, respectively.
Amortization amounted to =P31.1 million, P
=15.2 million and = P21.7 million for the years ended
December 31, 2023, 2022 and 2021, respectively (see Note 16).

Prepaid debt issue costs primarily pertain to documentary stamp tax on the undrawn balance of
the loan facility. Such amount will be presented in the consolidated statement of financial
position as reduction from long-term debt upon drawdown and will be amortized over the term of
the loan.

Deposit to landowners and others represents noncurrent advance payments made to the
landowners and other parties in relation with the Company’s plans for property development and
future stock purchase and subscription. In 2023, the P =1.0 billion deposit for the future stock
subscription was reclassified to the “Receivables” account in the consolidated statement of
financial position after the termination of the term sheet relating to the proposed investment of the
Company into third parties. The third parties agreed that the ₱1.0 billion deposit shall be returned
to Bloomberry through the execution of certain transactions before the end of 2024 (see Notes 1
and 5).

*SGVFS187544*
 - 20 -

Security deposits classified as noncurrent primarily pertain to deposits to utility companies which
are refundable upon service termination.

Investment in club shares represents the Group’s investment in quoted Manila Polo Club shares
which is classified as equity instrument designated at FVOCI.

10. Payables and Other Current Liabilities

2023 2022
Outstanding chips and other gaming liabilities
(see Note 15) P
=3,979,100,697 =5,068,207,278
P
Payable to contractors and suppliers (see Note 20) 3,581,040,146 1,843,001,971
Customers’ deposits (see Note 15) 2,578,428,605 3,225,881,302
Retention payable 1,169,381,372 693,846,883
Gaming taxes payable (see Notes 12 and 18) 791,891,395 1,574,132,532
Tenants’ security deposits classified as current
(see Note 17) – 369,246,673
Output VAT and other taxes payable 66,451,326 149,420,393
Accrued expenses:
Interest 1,197,473,765 1,050,702,091
Outside services and charges 274,366,472 301,880,360
Advertising and promotions 239,370,646 226,534,597
Salaries and benefits (see Notes 13 and 14) 157,668,902 99,436,509
Utilities 77,811,600 447,837,308
Repairs and maintenance 49,084,342 79,897,727
Rent (see Note 17) 42,316,755 32,603,820
Communication and transportation 14,649,074 13,254,285
Others 672,856,246 505,619,605
Leasehold deposits received – 1,455,300
P
=14,891,891,343 P
=15,682,958,634

Outstanding chips and other gaming liabilities include outstanding chips, slot tickets as well as
provision for progressive jackpot on slots and for points earned from customer loyalty programs.
Outstanding chips liability represents the collective amounts owed to junket operators and patrons in
exchange for gaming chips in their possession. Outstanding chips are expected to be recognized as
revenue or redeemed for cash within one year of purchase. Outstanding chips as of December 31,
2023 and 2022 amounting to = P2,875.7 million and P =4,010.7 million, respectively, pertain to chips
purchased by the patrons which are not yet converted into cash (see Note 15). Other gaming
liabilities mainly include liability for points earned from customer loyalty programs amounting to
=290.3 million and =
P P268.1 million as of December 31, 2023 and 2022, respectively; junket program
rebates amounting to = P330.9 million and = P375.3 million as of December 31, 2023 and 2022,
respectively; progressive jackpot liability amounting to = P369.7 million and =
P320.4 million as of
December 31, 2023 and 2022, respectively; and slot payout voucher amounting to = P112.0 million and
=93.3 million as of December 31, 2023 and 2022, respectively.
P

Customers’ deposits pertain to casino patrons’ funds deposited directly to the casino’s bank accounts
or over the cage cashier counter for future purchase of chips or redemption of credit markers and
advance payments for retail space lease, hotel accommodations and events services. Customers’
deposits pertaining to casino patrons’ deposit as of December 31, 2023 and 2022 amounted to
=2,391.3 million and =
P P3,051.0 million, respectively (see Note 15). Customer’s deposits are expected

*SGVFS187544*
 - 21 -

to be recognized as revenue or refunded to the patrons within one year from the date the deposit was
received.

Payable to contractors and suppliers represents obligations of the entity to suppliers or creditors for
goods or services received or services performed. These obligations are not secured by liens on
assets, security interest, or other collateral unless otherwise indicated. These include payments to
contractors, suppliers and purchase of inventory and equipment.

Gaming taxes payable mainly pertains to license fees payable to PAGCOR, which are normally
settled within one month.

Retention payable represents the portion of the contract price that is withheld to ensure completion of
service. It is expected to be paid within one year.

Other accrued expenses include accrual for insurance, various subscriptions and other expenses.

Payables and other current liabilities are normally settled within one year.

11. Long-term Debt

2023 2022
Principal:
=73.5 billion syndicated loan facility
P P
=60,637,500,000 =
P63,577,500,000
=20.0 billion syndicated loan facility
P 17,600,000,000 20,000,000,000
=40.0 billion syndicated loan facility
P 18,227,481,992 9,497,600,000
96,464,981,992 93,075,100,000
Less unamortized debt discount 1,597,740,389 1,739,879,873
94,867,241,603 91,335,220,127
Less current portion of long-term debt* 8,854,220,932 5,066,888,357
P
=86,013,020,671 P
=86,268,331,770
*Net of unamortized debt discount of P
=258.3 million and =
P 273.1 million as of December 31, 2023 and 2022,
respectively.

The movements in unamortized debt discount follow:

2023 2022
Balance at beginning of year P
=1,739,879,873 =P1,514,103,578
Additions 223,791,271 524,174,228
Amortization (365,930,755) (298,397,933)
Balance at end of year P
=1,597,740,389 P=1,739,879,873

Future repayment of the principal follows:

2023 2022
Within one year P
=9,112,500,000 P=5,340,000,000
After one year but not more than five years 71,950,259,709 81,070,974,875
Beyond five years 15,402,222,283 6,664,125,125
P
=96,464,981,992 =
P93,075,100,000

*SGVFS187544*
 - 22 -

a. P
=73.5 and 20.0 billion Syndicated Loan Facility

On April 10, 2018, BRHI (the “Borrower”) entered into an aggregate of = P73.5 billion,
ten-year term loan facilities (“Syndicated Loan Facility”) with Banco De Oro Unibank, Inc.
(BDO), BDO Private Bank, Inc., China Banking Corporation, Philippine National Bank, PNB
Savings Bank, Robinsons Bank Corporation and United Coconut Planters Bank (each a “Lender”,
and collectively, the “Lenders”) to: (i) finance the Borrower’s advances to Sureste for the latter’s
investments; (ii) finance the Borrower’s working capital requirements; (iii) refinance the principal
amount of all the existing outstanding term loans of the Borrower; and (iv) finance the
Borrower’s advances to Sureste for refinancing of the principal amount of all of Sureste’s
existing outstanding term loans.

The =P73.5 billion Syndicated Loan Facility is payable over 10 years in 40 consecutive quarterly
installments on each repayment date commencing on the 3rd month from the initial drawdown
date as follows:

Amount
Year 1 =2,205,000,000
P
Year 2 2,205,000,000
Year 3 2,205,000,000
Year 4 2,205,000,000
Year 5 2,205,000,000
Year 6 3,675,000,000
Year 7 7,350,000,000
Year 8 7,350,000,000
Year 9 22,050,000,000
Year 10 22,050,000,000
=73,500,000,000
P

The interest on the unpaid principal amount shall be paid in quarterly payments from the initial
drawdown date. The loan bears a fixed interest per annum from initial drawdown date to the 60th
month from the initial drawdown date of 7.5% divided by 0.99 and from the 61st month from the
initial drawdown date up to the final repayment date of 7.5% divided by 0.95.
BRHI is obliged to pay, on each date of drawdown, for the first year of the facilities, a
commitment fee equivalent to 0.5% per annum, based on the undrawn portion of the
commitment.
On December 21, 2020, BRHI and Sureste signed with the lenders an amendment to the
=73.5 billion Syndicated Loan Facility for an additional facility in the principal amount of
P
=20.0 billion. The additional facility will be available for two years from the signing of the
P
amendment agreement and can be drawn as needed to save on interest payments.
Any amount borrowed will be payable quarterly within five years from initial drawdown, as
follows:

Principal Repayment on each

Repayment Date Repayment Date
(Quarter from Initial (Percentage of the Principal
Drawdown Date) Amount of the Drawdown)
8th to 12th 4.0%
13th to 16th 5.0%
17th to 20th 15.0%

*SGVFS187544*
 - 23 -

The additional funding, if drawn, will be used to support the cash flow requirements of Solaire,
partially finance capital expenditures for the improvement and refurbishment of existing facilities
at Solaire, and partially finance BRHI’s working capital requirements and other general corporate
purposes. Interest payments on the loan will be based on a higher of the average of PHP BVAL
three-month reference rates plus spread of 2.25% which will be reduced to 1.75% if the
benchmark rate is 1.5% per annum or higher and minimum interest rate of 4.0% per annum
divided by 0.95, calculated on a quarterly basis.

The =
P73.5 billion Syndicated Loan Facility provides that BRHI is permitted to make optional
prepayments anytime until maturity. In case of prepayment, BRHI shall pay the principal,
accrued interest and 0.50% based on the amount prepaid as penalty in the first year. No
prepayment penalty shall be imposed after the first year up to the last repayment date.

The embedded prepayment option on the P =73.5 billion Syndicated Loan Facility was assessed as
clearly and closely related to the loan, thus, not subject for bifurcation.

As of December 31, 2023 and 2022, the original and additional facilities had been fully drawn.
Outstanding long-term debt, net of unamortized debt discount, amounted to = P77,555.5 million
and P
=82,622.4 million as of December 31, 2023 and 2022, respectively.

b. 40.0 billion Syndicated Loan Facility

On February 11, 2019, Sureste and BRHI (the “Borrower”) entered into an aggregate of
=40.0 billion (P
P =27.0 billion for BRHI and = P13.0 billion for Sureste) 10-year combined loan
facility in the principal amount of = P40.0 billion (P
=27.0 billion for BRHI and = P13.0 billion for
Sureste) with Philippine National Bank, BDO Unibank, Inc., Metropolitan Bank & Trust
Company, Union Bank of the Philippines, Bank of Commerce, China Banking Corporation, and
Robinsons Bank Corporation (each a “Lender”, and collectively, the “Lenders”). BDO Unibank,
Inc. - Trust and Investments Group is the security trustee, facility agent and paying agent for the
loan facility, while BDO Capital & Investment Corporation acted as the lead arranger and sole
bookrunner. The proceeds of the loan will be used by Sureste and BRHI to partially finance the
engineering, design, procurement, construction fit-out costs, interest during construction, taxes
and duties, financing fees and costs, legal and consulting costs related to development, financing,
construction and fit-out of the gaming facilities and hotel, entertainment, convention, dining and
retail facilities, together with related support facilities of Vertis Project (Solaire Resort North).

The =P40.0 billion Syndicated Loan Facility is payable over ten years in 28 consecutive quarterly
installments commencing on the 39th month from the initial drawdown date as follows:

Installment Date for Each

Repayment Date Facility Payment Date
(Month from Initial (Percentage of the Total
Drawdown Date) Principal Amount Drawn)
39th, 42nd, 45th and 48th 0.25%
51st, 54th, 57th and 60th 0.25%
63rd, 66th, 69th and 72nd 1.25%
75th, 78th, 81st and 84th 2.5%
87th, 90th, 93rd and 96th 3.25%
99th, 102nd, 105th and 108th 7.5%
111th, 114th, 117th and 120th 10%

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BRHI and Sureste shall pay interest on the unpaid principal amount of each advance at the
applicable interest rate on each interest payment date for the period then ending. The loan bears a
floating interest rate based on higher of the average of closing PHP BVAL reference rate with a
tenor of three months and the prevailing BSP 28-day term deposit facility rate, plus spread of
1.75%. BRHI and Sureste have a one-time option to convert the floating interest rate to the fixed
interest rate exercisable at any time after the full drawdown.

BRHI and Sureste are obliged to pay on each date of drawdown a commitment fee equivalent to
0.5% per annum based on the undrawn portion of the commitment.

The = P40.0 billion Syndicated Loan Facility provides that BRHI and Sureste are permitted to make
optional prepayments anytime until maturity. Upon prepayment, BRHI and Sureste shall pay the
principal, accrued interest and penalty based on the amount prepaid in the following percentages:
(i) 1% for years 1 to 3 from the initial borrowing date; (ii) 0.5% for year 4; and
(iii) 0.25% for year 5.

On February 13, 2023, BRHI and Sureste signed with the lenders an amendment to the
=40.0 billion Syndicated Loan Facility. The amendment agreement covers revisions to
P
“Availability Period” and “Repayment Term”. Management has assessed that such amendment is
not a significant modification.

Availability period means the period beginning on the date of the agreement and ending on the
earliest of (i) date occurring seventy (70) months thereafter, or (ii) the date the Commitment is
fully drawn, or (iii) the date the Commitment is cancelled or terminated in accordance with the
provisions of the agreement.

Repayment of the principal loan in quarterly installments on each of the repayment dates
indicated in the repayment schedule set out in the table below:

Installment Date for Each

Repayment Date Facility Payment Date
(Month from Initial (Percentage of the Total
Drawdown Date) Principal Amount Drawn)
60 , 63 , 66th, 69th and 72nd
th rd
0.50%
75th, 78th, 81st and 84th 1.75%
87th, 90th, 93rd and 96th 3.00%
99th, 102nd, 105th and 108th 3.75%
111th, and 114th 7.75%
117th 8.00%
120th 40%

Drawdowns on this facility aggregated to P=18,227.5 million and =P9,497.6 million as of December
31, 2023 and 2022, respectively. Outstanding long-term debt, net of unamortized debt discount,
amounted to =P17,311.7 million and P=8,712.8 million as of December 31, 2023 and 2022,
respectively. Related prepaid debt issue costs representing documentary stamp tax on the
undrawn balance of the loan facility, amounting to =P308.3 million and =
P431.9 million as of
December 31, 2023 and 2022, respectively, is presented as part of “Prepaid debt issue costs”
under “Other noncurrent assets” account in the statements of financial position (see Note 9).

All legal and professional fees, including commitment fee, incurred in relation to the loan totaling
=2,835.3 million and =
P P2,611.6 million as of December 31, 2023 and 2022, respectively, were
recognized as debt issue costs. Debt issue costs were amortized using the EIR method. Capitalized

*SGVFS187544*
 - 25 -

as part of “Property and equipment” account includes amortization of debt issue costs amounting to
=92.8 million and =
P P63.2 million in 2023 and 2022, respectively; and interest charges amounting to
=976.8 million and =
P P295.2 million in 2023 and 2022, respectively (see Note 8).

In 2023, 2022 and 2021, borrowing costs related to Group’s loan facilities recognized as expense
in the consolidated statements of comprehensive income amounted to P =6,503.4 million,
=5,763.1 million and =
P P5,325.1 million, respectively. This comprises interest expense amounting to
=6,230.2 million, =
P P5,527.9 million and =P5,163.6 million and amortization of debt discount amounting
to =
P273.1 million, P
=235.2 million and =
P161.5 million in 2023, 2022 and 2021, respectively
(see Note 16).

Unamortized debt discount, representing capitalized debt issue costs, is presented as deduction from
the Group’s long-term debt.

Debt Covenant
The Group’s = P73.5 billion and P
=40.0 billion Syndicated Loan Facilities contain certain restrictive
covenants that requires BRHI and Sureste to comply with specified financial ratios and other financial
tests at quarterly measurement dates. The Group’s loan agreements include compliance with certain
financial ratios such as debt-to-equity ratio (computed as total liabilities, net of liabilities backed by
cash divided by total equity) and debt service coverage ratio (originally computed as net income,
excluding non-cash other income, plus interest expense; depreciation and amortization divided by
current portion of long-term debt and interest expense).

In 2020, BRHI’s and Sureste’s lenders granted the: (a) deferment of financial covenant testing on the
audited annual financial statements until the full year 2025; (b) amendment of definition of debt
service coverage ratio to net income (excluding non-cash other income) plus interest expense;
depreciation and amortization and cash and cash equivalents less liabilities backed by cash divided by
current portion of long-term debt and interest expense; and (c) waiver of the negative covenant on
incurrence of additional liens.

As of December 31, 2023 and 2022, BRHI and Sureste are in compliance with these debt covenants.

Collateral
Under the =P73.5 billion Syndicated Loan Facilities, collateral includes the following:

i) Assignment of Debt Service Reserve Account

To ensure the payment by Sureste/BRHI of the Loan, Sureste/BRHI shall convey, assign,
transfer, set over and confirmed unto the Security Trustee the rights, title and interest of
Sureste/BRHI in its Debt Service Reserve Account (“DSRA”) required to be maintained by
Sureste/BRHI.

The level of funds standing in the DSRA on any date commencing on the initial drawdown date
shall be at least the amount of the principal due on the immediately succeeding repayment date
and at least twice the amount of the interest due on the immediately succeeding interest payment
date.

In case Sureste/BRHI fails to transfer funds to the Paying Agent, or transfers an amount not
sufficient to cover the payment of debt service due, on a payment date, the Security Trustee shall
debit from the DSRA such amounts as may be necessary to meet such Debt Service and transfer
the same to BDO Unibank, Inc. - Trust and Investment Group (Paying Agent).

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In the event the funds in the DSRA fall below the DSRA maintaining balance, the Borrower shall
replenish the DSRA from its own funds in order that the DSRA maintaining balance shall be met
not later than the five Banking days from the date the funds fell below the DSRA maintaining
balance.

As of December 31, 2023 and 2022, the Group’s debt collateral account related to the
=73.5 billion Syndicated Loan Facility amounted to =
P P5,455.6 million and =
P4,914.2 million,
respectively (see Note 4).

ii) Assignment of Project Agreements

Sureste/BRHI shall assign, convey, set over and transfer absolutely to the Security Trustee, for
the benefit of the Secured parties, all of its rights, title and interest, present and future, in and into
the Future Project Agreements, the (a) benefit of all claims for damages for the breach by any
Counterparty of any term of any of the Project Agreements and all warranties and indemnities
contained therein; (b) right to terminate any of the Project Agreements or agree to the suspension
thereof; (c) right to compel performance of any of the Project Agreements; (d) the right to agree
to any variation of the terms of any of the Project Agreements; and (e) the right to pursue any
action, proceeding, suit or arbitration arising in relation to any of the rights assigned and to
enforce such rights in the name of Sureste/BRHI.

iii) Mortgage

As a security for timely payment, discharge, observance and performance of the loan,
Sureste/BRHI (a) establishes in favor of the Security Trustee for the benefit of the Lenders, a first
ranking real estate mortgage on the present real assets, i.e. leasehold rights over the phase 1
PAGCOR land covered by the PAGCOR lease, and future real assets, i.e. the hotel and gaming
facilities and Land; and (b) establish in favor of the Security Trustee for the benefit of the Lender,
a first ranking chattel mortgage on the present and future chattels.

iv) Continuing Suretyship

In consideration of the loan and for other valuable consideration receipt of which the Surety, i.e.,
Sureste/BRHI, acknowledges, Sureste/BRHI agrees that it shall be solidarily liable with
BRHI/Sureste to the Lender and the Security Trustee for the payment of the loan.

v) Pledge

The Pledgor, i.e., Sureste/BRHI shareholders, shall assign, transfer, deliver, set over and grant to
the Security Trustee, a continuing security interest of first priority in, all of its right, title and
interest in and to the Pledged Shares, i.e., Sureste/BRHI shares, and the Additional Pledged
Shares, whether now owned or existing or hereafter acquired.

Under =
P40.0 billion Syndicated Loan Facilities, collateral includes the following:

i) Assignment of Debt Service Reserve Account

To ensure the payment by Sureste/BRHI of the Loan, Sureste/BRHI shall convey, assign,
transfer, set over and confirmed unto the Security Trustee the rights, title and interest of
Sureste/BRHI in its DSRA required to be maintained by Sureste/BRHI.

*SGVFS187544*
 - 27 -

The level of funds standing in the DSRA on any date commencing on the initial drawdown date
shall be at least the amount of the principal due on the immediately succeeding repayment date
and at least twice the amount of the interest due on the immediately succeeding interest payment
date.

In case Sureste/BRHI fails to transfer funds to the Paying Agent, or transfers an amount not
sufficient to cover the payment of debt service due, on a payment date, the Security Trustee shall
debit from the DSRA such amounts as may be necessary to meet such Debt Service and transfer
the same to BDO Unibank, Inc. - Trust and Investment Group (Paying Agent).

In the event the funds in the DSRA fall below the DSRA maintaining balance, the Borrower shall
replenish the DSRA from its own funds in order that the DSRA maintaining balance shall be met
not later than the five Banking days from the date the funds fell below the DSRA Maintaining
Balance.

As of December 31, 2023 and 2022, the Group’s debt collateral account related to the
=40.0 billion Syndicated Loan Facility amounted to =
P P808.0 million and =
P394.1 million,
respectively (see Note 4).

ii) Assignment of Vertis Project Agreements

Sureste/BRHI shall assign, convey, set over and transfer absolutely to the Security Trustee, for
the benefit of the Secured parties, all of its rights, title and interest, present and future, in and into
the Future Project Agreements, the (a) benefit of all claims for damages for the breach by any
Counterparty of any term of any of the Vertis Project Agreements and all warranties and
indemnities contained therein; (b) right to terminate any of the Project Agreements or agree to the
suspension thereof; (c) right to compel performance of any of the Vertis Project Agreements;
(d) the right to agree to any variation of the terms of any of the Project Agreements; and (e) the
right to pursue any action, proceeding, suit or arbitration arising in relation to any of the rights
assigned and to enforce such rights in the name of Sureste/BRHI.

iii) Mortgage

As a security for timely payment, discharge, observance and performance of the loan,
Sureste/BRHI (a) establishes in favor of the Security Trustee for the benefit of the Lenders, a first
ranking real estate mortgage on the present real assets, i.e., Present Vertis Real Assets, and future
real assets, i.e., the Vertis hotel and gaming facilities; and (b) establish in favor of the Security
Trustee for the benefit of the Lender, a first ranking chattel mortgage on the present and future
chattels.

iv) Continuing Suretyship

In consideration of the loan and for other valuable consideration receipt of which the Surety, i.e.,
Sureste/BRHI, acknowledges, Sureste/BRHI agrees that it shall be solidarily liable with
BRHI/Sureste to the Lender and the Security Trustee for the payment of the loan.

v) Pledge

The Pledgor, i.e., Sureste shareholders, pledges, hypothecates, delivers and grants to the Security
Trustee, a continuing security interest of first priority in, all of its right, title and interest in and to
the Pledged Shares, i.e., BRHI shares, and the Additional Pledged Shares, whether now owned or
existing or hereafter acquired.

*SGVFS187544*
 - 28 -

12. Related Party Transactions

Parties are considered to be related if one party has the ability to control the other party or exercise
significant influence over the other party in making financial and operating decisions. This includes:
(a) individuals owning, directly or indirectly through one or more intermediaries, control or are
controlled by, or under common control with the Group; (b) subsidiaries; and (c) individuals owning,
directly or indirectly, an interest in the voting power of the Group that give them significant influence
over the Group and close members of the family of any such individual.

Related party receivables and payables are generally settled in cash.

The Group’s related party balances are as follows:

Outstanding
Transaction Amounts Receivable (Payable)
Related Party Nature/Terms of Transaction 2023 2022 2021 2023 2022
Eaglesight Investments Limited* Aircraft lease and maintenance = 242,012,520 P
P =228,771,780 P =210,472,140 =–
P =–
P
reimbursements; payable within
1 month; noninterest-bearing
(see Note 10)
Bloomberry Cultural 1. 2% of non-junket gaming revenue; 579,062,386 508,796,761 327,666,784 (40,200,782) (46,298,750)
Foundation, Inc.** unsecured; payable within one year;
noninterest-bearing (see Notes 10
and 18)
2. Noninterest-bearing and unsecured 458,712 9,570,318 (143,339,669) 458,712 20,368,802
advances (to be settled within 1 year);
no impairment (see Notes 7 and 18)
Officers and employees Interest-bearing and unsecured cash – – 25,355 – –
advances to be settled through salary
deduction within 1 year; no
impairment (see Note 5)
Other affiliates* 1. Aircraft maintenance reimbursements; 912,471,133 459,407,851 289,449,631 198,029,667 296,441,635
noninterest-bearing (see Notes 5
and 10)
2. Aircraft maintenance reimbursements; 109,448,874 170,364,240 103,194,104 71,023,729 (33,592,154)
noninterest-bearing (see Note 10)
Key management personnel 1. Short-term employee benefits 302,372,643 129,256,789 170,462,097 – –
2. Retirement benefits 143,901,986 1,829,658 7,448,821 (165,031,978) (21,129,992)
**Under common control
**Corporate social responsibility arm of BRHI

13. Retirement Cost

The Group has an unfunded and noncontributory defined benefit pension plan covering substantially
all of its regular employees. The cost of providing benefits is valued every year by a professional
qualified independent actuary in compliance with PAS 19. Benefits are dependent on the years of
service and the respective employees’ compensation and are determined using the projected unit
credit method.

*SGVFS187544*
 - 29 -

The following tables summarize the components of retirement expense recognized in the consolidated
statements of comprehensive income and the retirement liability recognized in the consolidated
statements of financial position as of and for the years ended December 31, 2023, 2022 and 2021:

2023 2022 2021

Retirement expense:
Current service cost =101,669,525
P =111,887,851
P =104,260,670
P
Interest cost 45,160,330 23,185,736 24,439,945
Past service cost 670,161,788 – –
=816,991,643
P =135,073,587
P =128,700,615
P

Retirement liability:
Balance at beginning of year P706,538,240
= P677,504,317
= P655,363,267
=
Retirement expense 816,991,643 135,073,587 128,700,615
Benefits paid (49,527,494) (506,349) (29,799,066)
Remeasurement loss (gain) 122,549,922 (76,507,427) (70,575,466)
Net released obligation due to
employee transfers (2,501,912) – –
Translation adjustment 7,869,979 (29,025,888) (6,185,033)
Balance at end of year =1,601,920,378
P =706,538,240
P =677,504,317
P

Changes in the present value of defined

benefit obligation:
Balance at beginning of year P706,538,240
= P677,504,317
= P655,363,267
=
Current service cost 101,669,525 111,887,851 104,260,670
Interest cost 45,160,330 23,185,736 24,439,945
Past service cost 670,161,788 – –
Benefits paid (49,527,494) (506,349) (29,799,066)
Remeasurement loss (gain) in OCI:
Experience adjustments 23,862,822 (785,973) (47,732,667)
Changes in financial
assumptions 98,687,100 (75,721,454) (22,842,799)
Net acquired/(released) obligation
due to employee transfers (2,501,912) – –
Translation adjustment 7,869,979 (29,025,888) (6,185,033)
Balance at end of year =1,601,920,378
P =706,538,240
P =677,504,317
P

The principal assumptions used in determining the Group’s retirement liability as of

December 31, 2023 and 2022 are shown below:
2023 2022
Discount rate 3.88% to 6.14% 2.64% to 7.34%
Future salary rate increase 3.00% to 6.00% 2.00% to 6.00%
Mortality rate 2017 PICM/KIDI 2017 PICM/KIDI
Disability rate 1952 disability study, period 2, benefit 5 1952 disability study, period 2, benefit 5
Turnover rate A scale ranging from 12% at age 18 A scale ranging from 15% at age 18
decreasing to 0% at age 60; A scale decreasing to 0% at age 60; A scale
ranging from the age 20 decreasing to ranging from the age 30 decreasing to
retirement; A scale of 2% at age 19 until retirement
retirement

*SGVFS187544*
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Shown below is the maturity profile of the Group’s undiscounted benefit payments:

Expected Benefit Payments

Plan Year 2023 2022
Less than one year =66,014,048
P =30,630,692
P
More than one year to five years 161,743,409 79,989,112
More than five years to 10 years 593,396,490 358,411,880
More than 10 years to 15 years 764,539,702 563,795,263
More than 15 years to 20 years 1,399,529,175 866,008,264
More than 20 years 5,523,582,198 3,862,615,697

The average duration of the defined benefit obligation at the end of the reporting period is
17.32 to 18.14 years.
The retirement liability is subject to several key assumptions. To help illustrate the impact of each
key assumption, a sensitivity analysis is provided below, which has been determined based on
reasonably possible changes of each significant assumption on the retirement benefit obligation as of
the end of the reporting period, assuming all other assumptions were held constant:
Effect on Present Value of Obligation
SPI BRHI G&L Solaire Korea
Discount rate
Actual + 1.00% (P
=22,671,135) (P
=76,708,332) (P
=10,298,019) (P
=8,738)
Actual - 1.00% 27,255,813 91,991,349 11,680,329 8,904
Salary increase rate
Actual + 1.00% 27,047,179 91,642,221 11,718,853 8,828
Actual - 1.00% (22,834,602) (77,587,940) (10,513,341) (8,828)

The latest actuarial valuation report is as of December 31, 2023.

14. Equity

Capital Stock

2023 2022
Shares Amount Shares Amount
Capital stock - =
P1 par value
Authorized 15,000,000,000 P
=15,000,000,000 15,000,000,000 =
P15,000,000,000
Issued 11,591,998,225 11,591,998,225 11,032,998,225 11,032,998,225
Issued and outstanding 11,430,368,194 10,620,702,209 10,832,700,162 9,841,313,157

The rollforward of the outstanding number of common shares follows:

Shares Amount Shares Amount

Balance at beginning of year 10,832,700,162 P=9,841,313,157 10,861,125,857 =P9,992,067,308
Issuance of additional shares 559,000,000 559,000,000 – –
Net movement in treasury shares 38,668,032 220,389,052 (28,425,695) (150,754,151)
Balance at end of year 11,430,368,194 =
P10,620,702,209 10,832,700,162 P=9,841,313,157

In September 2023, Bloomberry and Quasar Holdings, Inc. (Quasar), one of its affiliates, completed a
Placing and Subscription Transaction under which Quasar first sold in a private placement to various
institutional investors 559,000,000 shares of stock in Bloomberry at =
P10.00 per share. Quasar then
used the proceeds of the placing transaction to subscribe to an equivalent number of shares in
Bloomberry at the same subscription price of = P10.00 per share.

*SGVFS187544*
 - 31 -

Retained Earnings
Retained earnings include the accumulated equity in undistributed net earnings of consolidated
subsidiaries and a joint venture accounted for under equity method amounting to =
P14,399.9 million
and P
=5,707.9 million as of December 31, 2023 and 2022, respectively, which are not available for
dividend declaration by the Parent Company until these are declared by the investee companies.

Stock Incentive Plan

The Stockholders of the Parent Company approved on June 25, 2012 a Stock Incentive Plan (“SIP”)
for directors, officers, and employees of the Group, effective for a period of ten years, and was
amended and extended by the BOD for another 10 years on April 21, 2022. The Participants to the
SIP are: permanent and regular employees of the Group or its affiliates with at least one year tenure;
officers and directors of the Group; officers and directors of affiliates of the Group except non-
executive directors of the Parent Company; and other persons who have contributed to the success
and profitability of the Group or its affiliates.

The SIP is administered by the Stock Incentive Committee (“SIC”) composed of three directors or
officers to be appointed by the BOD. The SIC shall determine the number of shares to be granted to a
participant and other terms and conditions of the grant.

Unissued shares from the authorized capital stock or treasury shares, together with shares already
granted under the SIP, which are equivalent to seven percent (7%) of the resulting total outstanding
shares of the Group, shall be allocated for the SIP.

The grant of shares under the SIP does not require an exercise price to be paid by the awardee.
Originally, the shares awarded shall vest in two years: 50% on the first anniversary date of the award;
and the other 50% on the second anniversary date of the award. Shares awarded on May 15, 2020,
April 13, 2022 and June 5, 2023 shall now vest in three years: 25% on the first anniversary date of the
award; 25% on the second anniversary date of the award; and the remaining 50% on the third
anniversary date of the award. Vesting grants the participant absolute beneficial title and rights over
the shares, including full dividend and voting rights.

Unless the SIC determines otherwise, when dividends are declared by Bloomberry, the number of
shares subject to an award shall be increased by the number equal in value to the dividends the
awardee would have received in respect of an award had the shares awarded to the awardee vested at
the time of the dividend declaration. This is designated as the Dividend Re-investment Plan
(“DRIP”).

Stock awards, including DRIP shares, granted by the SIC to officers and employees of the Group
are shown below:

Fair Value
Number per Share
of Shares Granted at Grant Date
May 16, 2018* 22,716,446 12.66
June 8, 2018* 91,068 11.40
August 1, 2018* 105,987 9.00
March 18, 2019* 25,465,791 11.62
May 15, 2020* 66,985,802 5.40
January 15, 2021 152,992 8.20
April 13, 2022 33,689,758 6.30
June 5, 2023 43,556,122 10.59
*includes DRIP shares

*SGVFS187544*
 - 32 -

Fair value per share was based on the market price of stock at the date of grant.

Movements in the stock awards granted (number of shares) follow:

2023 2022 2021

Balance at beginning of year 64,421,745 48,366,781 79,910,939
Stock awards granted 43,556,122 33,689,758 152,992
Stock awards vested (38,668,032) (15,366,005) (28,810,457)
Stock awards of resigned/terminated
employees (486,400) (2,268,789) (2,886,693)
Balance at end of year 68,823,435 64,421,745 48,366,781

Total compensation expense on the stock awards recognized in 2023, 2022 and 2021 as part of
“Salaries and benefits” under “Operating costs and expenses” in the consolidated statements of
comprehensive income amounted to = P231.6 million, =
P132.9 million and = P146.2 million, respectively
(see Note 16). Reduction in share-based payment plan and treasury shares arising from the issuance
of treasury shares for vested stock awards amounted to =P216.4 million and = P220.4 million,
respectively, in 2023; =
P83.0 million and =P109.7 million, respectively, in 2022; and =
P234.5 million
and P=291.4 million, respectively, in 2021. Such issuance of treasury shares resulted to decrease in
APIC amounting to = P4.0 million, =
P26.7 million and =
P56.9 million in 2023, 2022 and 2021,
respectively.

The stock incentive obligation recognized as “Share-based payment plan” in the consolidated
statements of financial position amounted to P
=248.5 million and P
=233.3 million as of
December 31, 2023 and 2022, respectively.

Treasury Shares
The movement in treasury shares follows:

2023 2022 2021

Shares Amount Shares Amount Shares Amount
Balance at beginning of year 200,298,063 P= 1,191,685,068 171,872,368 P
=1,040,930,917 73,251,325 P =556,249,344
Issuance for share-based payments (38,668,032) (220,389,052) (15,366,005) (109,716,879) (28,810,457) (291,392,921)
Acquisition – – 43,791,700 260,471,030 127,431,500 776,074,494
Balance at end of year 161,630,031 P
= 971,296,016 200,298,063 P
=1,191,685,068 171,872,368 P=1,040,930,917

Set out below is Bloomberry’s track record of issuance of its securities:

Number of Shares
Issued/ Issue/
Date of Approval Authorized Subscribed Offer Price
May 3, 1999* 120,000,000 80,000,000 =1.00
P
February 27, 2012** 15,000,000,000 9,211,840,556 1.00
May 2, 2012** 15,000,000,000 1,179,963,700 7.50
May 31, 2012*** 15,000,000,000 117,996,300 7.50
November 10, 2014**** 15,000,000,000 435,000,000 13.00
December 18, 2014**** 15,000,000,000 8,197,669 12.60
September 28, 2023**** 15,000,000,000 559,000,000 10.00
****Date when the registration statement covering such securities was rendered effective by the SEC
****SEC approval of the increase in the authorized capital stock; Offer Shares sold at =
P7.50 on May 2, 2012
****Transaction date per SEC Form 23-B; Includes Offer Shares and Over-Allotment Option
****Transaction date per SEC Form 17-C

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As of December 31, 2023 and 2022, Bloomberry has total shareholders of 92 and 93, respectively, on
record. For this purpose, public shares held under PCD Nominee are counted as two (one for
PCD Nominee - Filipino and another for PCD Nominee - Foreign).

Cost of Shares Held by a Subsidiary

This account includes 60,900 Bloomberry shares owned by BRHI amounting to =
P0.7 million as of
December 31, 2023 and 2022.

15. Revenues

Disaggregated Revenue Information

2023 2022 2021

Types of goods or services:
Gaming =39,696,206,599
P =32,213,296,640
P =18,727,107,649
P
Hotel, food and beverage 4,452,425,742 3,255,967,522 1,430,701,766
Retail and others* 2,870,147,848 2,560,125,321 1,213,464,326
=47,018,780,189
P =38,029,389,483
P =21,371,273,741
P
*Excluding rent income amounting to =
P 875.8 million, =
P 778.4 million and =
P 599.9 million in 2023, 2022 and 2021, respectively.

2023 2022 2021

Geographical segments:
Philippines =46,637,837,993
P =37,989,577,701
P =21,369,494,495
P
Korea 380,942,196 39,811,782 1,779,246
=47,018,780,189
P =38,029,389,483
P =21,371,273,741
P

Performance Obligations
Information about the Group’s performance obligations are summarized below:

Gaming revenue
The performance obligation to provide gaming services is satisfied at a point in time which is upon
the conclusion of the play and usually occur within a single gaming day.

Hotel, food and beverage, retail and other operating revenues

Hotel, food and beverage, retail and other operating revenues are recognized when services are
performed or retail goods are sold.

Contract Balances

2023 2022
Trade receivables:
Gaming (see Note 5)* P
=618,098,421 =1,010,090,848
P
Hotel (see Note 5) 116,671,775 133,889,406
Contract liabilities:
Outstanding chips liabilities (see Note 10) 2,875,749,720 4,010,686,954
Customers’ deposits (see Note 10) 2,391,306,275 3,051,013,385
*Net of allowance for expected credit losses amounting to =
P763.0 million and =
P764.5 million as of December 31, 2023 and
2022, respectively.

Gaming receivables are noninterest-bearing and are normally collected within 90 days.

Hotel receivables are noninterest-bearing and are normally collected within one month.

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The Group has no contract assets as of December 31, 2023 and 2022.

The Group identified its outstanding chips liabilities and customers’ deposits as contract liabilities as
of December 31, 2023 and 2022. These represent the Group’s obligation to provide gaming services
to the patrons for which the Group has received consideration from the patrons. Outstanding chips are
expected to be recognized as revenue or redeemed for cash within one year of purchase. Customers’
deposits are expected to be recognized as revenue or refunded to the patrons within one year from the
date the deposit was received.

The following table summarizes the liability activity related to contracts with customers:

Outstanding chips Customers’

liabilities deposits Total
December 31, 2023 =2,875,749,720
P =2,391,306,275
P P5,267,055,995
=
December 31, 2022 4,010,686,954 3,051,013,385 7,061,700,339
(P
=1,134,937,234) (P
=659,707,110) (P
=1,794,644,344)

Outstanding chips Customers’

liabilities deposits Total
December 31, 2022 =4,010,686,954
P =3,051,013,385
P P7,061,700,339
=
December 31, 2021 1,568,719,558 2,988,470,113 4,557,189,671
=2,441,967,396
P =62,543,272
P =2,504,510,668
P

Gaming revenues recognized from beginning balance of outstanding chip liabilities and customers’
deposits amounted to P
=7,061.7 million and =
P4,557.2 million in 2023 and 2022, respectively.

16. Income and Expenses

a. Operating Costs and Expenses

2023 2022 2021

Taxes and licenses (see Notes 12
and 18) =13,350,737,476
P =11,401,727,984
P =6,408,822,346
P
Salaries and benefits
(see Notes 13 and 14) 5,719,413,002 3,801,186,347 3,495,605,725
Cost of sales (see Note 6) 3,485,209,684 3,017,082,798 1,391,378,777
Depreciation and amortization
(see Notes 8, 9 and 17) 3,304,279,880 3,510,437,414 3,493,669,110
Outside services and charges 1,931,820,672 1,992,830,396 1,685,913,700
Office expenses 1,481,230,258 1,213,695,286 971,132,676
Utilities 850,145,706 1,308,049,815 725,187,076
Advertising and promotions
(see Notes 10 and 18) 602,325,796 429,139,701 294,337,569
Software and hardware maintenance 486,144,072 460,339,961 335,496,093
Repairs and maintenance 263,211,986 206,072,948 177,658,312
Communication and transportation
(see Note 12) 225,557,452 168,232,092 115,121,313
Rent (see Note 17) 67,166,903 51,546,456 42,357,922
Provision for allowance for expected
credit losses (see Note 5) 30,000,000 56,881,430 908,609,114
Impairment loss (see Note 9) – – 821,986,928
Others 569,448,226 506,680,026 249,576,792
=32,366,691,113
P =28,123,902,654
P =21,116,853,453
P

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Office expenses mainly consist of supplies amounting to =

P455.3 million, =
P442.8 million and
=560.7 million; team member expenses amounting to =
P P437.9 million, =
P330.1 million and
=254.5 million; and insurance expense amounting to =
P P252.6 million, =
P172.3 million and
=155.9 million in 2023, 2022 and 2021, respectively.
P

b. Interest Expense

Sources of the Group’s interest expense are as follows:

2023 2022 2021

Long-term debt (see Note 11) P
=6,503,352,451 =5,763,093,917
P =5,325,072,447
P
Amortization of tenants’ security
deposit (see Note 17) 17,660,235 15,594,331 14,994,504
Accretion of interest on lease
liabilities (see Note 17) 1,771,477 3,250,332 2,312,761
P
=6,522,784,163 =5,781,938,580
P =5,342,379,712
P

c. Interest Income

Sources of the Group’s interest income are as follows:

2023 2022 2021

Cash and cash equivalents
(see Note 4) P
=492,186,049 =117,720,656
P =43,092,091
P
Receivables from officers and
employees (see Note 5) 1,162,033 394,050 587,591
P
=493,348,082 =118,114,706
P =43,679,682
P

d. Other Income (Expenses) - Others

2023 2022 2021

Gain on sale/disposal of property
and equipment – net P
=294,561,034 =–
P =–
P
Share in net loss of a joint venture
(see Note 9) (108,110,743) – (7,693,008)
Others 15,206,074 – –
P
=201,656,365 – (P
=7,693,008)

17. Lease Agreements

As a Lessee
The Group has lease contracts related to its land and building. The following are the lease terms of
the leases:

Land 10 to 20 years
Building 3 years
Gaming equipment 3 years

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The Group’s obligations under these leases are secured by the lessor’s title to the leased assets.
Generally, the Group is restricted from assigning and subleasing the leased assets. Extension and
termination options are normally mutually agreed by lessor and lessee.

The Group also has certain leases of equipment and other assets with lease terms of 12 months or less
and leases of office equipment with low value. The Group applies the ‘short-term lease’ and ‘lease of
low-value assets’ recognition exemptions for these leases.

Set out below are the carrying amounts of right-of-use assets recognized in the consolidated
statements of financial position and the movements during the year:

2023
Land Building Total
Cost
Balances at January 1, 2023 and
December 31, 2023 =17,376,393
P =29,578,017
P =46,954,410
P
Accumulated Depreciation
Balances at January 1, 2023 7,320,610 12,324,174 19,644,784
Depreciation 1,930,710 14,789,009 16,719,718
Balances at December 31, 2023 9,251,320 27,113,183 36,364,502
Net carrying amount =8,125,073
P =2,464,834
P =10,589,908
P

2022
Land Building Total
Cost
Balances at January 1, 2022 =17,376,393
P P44,294,286
= P61,670,679
=
Additions – 29,578,017 29,578,017
Termination – (44,294,286) (44,294,286)
Balances at December 31, 2022 17,376,393 29,578,017 46,954,410
Accumulated Depreciation
Balances at January 1, 2022 5,389,900 40,940,332 46,330,232
Depreciation 1,930,710 15,159,962 17,090,672
Termination – (43,776,120) (43,776,120)
Balances at December 31, 2022 7,320,610 12,324,174 19,644,784
Net carrying amount =10,055,783
P =17,253,843
P =27,309,626
P

The rollforward analysis of lease liabilities follows:

2023 2022
Balance at beginning of year P
=29,914,679 =18,003,977
P
Additions – 29,578,017
Interest expense (see Note 16) 1,771,477 3,250,332
Payments (19,097,250) (20,917,647)
Balance at end of year 12,588,906 29,914,679
Less current portion 2,496,401 17,325,772
Noncurrent portion P
=10,092,505 =12,588,907
P

The Group has no lease contracts that contain variable payments.

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The following are the amounts recognized in the consolidated statements of comprehensive income:

2023 2022 2021

Depreciation expense of right-of-
use assets included in
property and equipment
(see Notes 8 and 16) P
=16,719,718 =17,090,672
P =17,838,388
P
Interest expense on lease
liabilities (see Note 16) 1,771,477 3,250,332 2,312,761
Expenses relating to short-term
leases and low-value assets
(see Note 16) 67,166,903 51,546,456 42,357,922
P
=85,658,098 =71,887,460
P =62,509,071
P

Shown below is the maturity analysis of the undiscounted lease payments:

2023 2022
1 year P
=3,379,220 =19,097,250
P
more than 1 year to 2 years 3,548,181 3,379,220
more than 2 years to 3 years 3,725,584 3,548,181
more than 3 years to 4 years 3,911,867 3,725,584
more than 5 years – 3,911,867

Lease with PAGCOR

On May 7, 2010, BRHI entered into a contract of lease with PAGCOR to lease 83,084 square meters
of land for the construction of the hotel, gaming and entertainment facility. The lease period was for
23 years, and was co-terminus with the term of lessor as provided in the PAGCOR charter which will
expire on July 11, 2033, unless sooner revoked, rescinded or cancelled. The annual lease rental is
based on the schedule provided for in the agreement.

In 2013, an addendum to the contract of lease covering an additional 3,733 square meters of
PAGCOR land, was executed. In December 2014, a second addendum to the contract of lease
covering an additional 73,542 square meters of PAGCOR land was also executed.

In 2018, Sureste purchased from PAGCOR the 16-hectare land in Entertainment City where Solaire
and its expansion area is located for a purchase price of =
P37,333.1 million. Sureste fully paid the
purchase price and PAGCOR signed the Deed of Absolute Sale on June 4, 2018 for the two parcels of
land with an area of 3,733 square meters and 156,626 square meters. Title to the two parcels of land
were issued to Sureste on August 15, 2018.

Other Leases
The Group also entered into other various lease contracts for a period of one year renewable annually
upon mutual agreement of both parties.

Rental charges related to these leases, presented as part of “Rent expense” account under operating
costs and expenses in the consolidated statements of comprehensive income amounted to
=67.2 million, P
P =51.5 million and =P42.4 million in 2023, 2022 and 2021, respectively (see Note 16).

Security deposits related to the leases discussed above amounted to =

P15.1 million and =
P10.4 million
as of December 31, 2023 and 2022, respectively (see Note 7).

*SGVFS187544*
 - 38 -

As a Lessor
The Group entered into operating leases with various premium brand boutiques in The Shoppes
(see Note 1). These leases have terms between 1 to 6 years. Rent income amounting to
=875.8 million, P
P =778.4 million and =P599.9 million in 2023, 2022 and 2021, respectively, was
recognized as part of “Retail and others” account in the consolidated statements of comprehensive
income.

Rent receivable on these operating leases arising from straight-line amortization amounted to
=21.5 million and =
P P9.5 million as of December 31, 2023 and 2022, respectively (see Note 5).
Tenants’ security deposit classified as current amounting to nil and =
P369.2 million as of December 31,
2023 and 2022, respectively, is presented under “Payables and other current liabilities” account in the
consolidated statements of financial position (see Note 10). Tenants’ security deposits classified as
noncurrent, presented under “Other noncurrent liabilities” account, amounted to P =353.5 million and
=39.3 million as of December 31, 2023 and 2022, respectively. These are carried at amortized cost
P
using the EIR method. Discount amortization, included as part of the “Interest expense” account in the
consolidated statements of comprehensive income, amounted to P =17.7 million, P
=15.6 million and
=15.0 million in 2023, 2022 and 2021, respectively (see Note 16).
P

Unearned rent amounting to P =67.6 million and = P7.2 million as of December 31, 2023 and 2022,
respectively, presented under “Other noncurrent liabilities” account, represents the excess of the
principal amount of the deposit over its fair value and will be amortized on a straight-line basis over
the lease term. Amortization of unearned rent amounting to = P17.9 million, =
P12.5 million and
=12.4 million in 2023, 2022 and 2021, respectively, was recognized as part of “Retail and others”
P
account in the consolidated statements of comprehensive income.

Future minimum lease receivables under these operating leases as of December 31, 2023 and 2022 are
as follows:

2023 2022
Within one year P
=623,002,880 =233,848,549
P
Beyond one year but not later than five years 1,998,050,602 88,034,794
P
=2,621,053,482 =321,883,343
P

18. Commitments and Contingencies

a. Under the license agreement with PAGCOR, BRHI has the following commitments, among
others:

 7 days prior to commencement of operation of the Casino, to secure a surety bond in favor of
PAGCOR in the amount of = P100.0 million to ensure prompt and punctual
remittance/payment of all license fees.

 License fees must be remitted on a monthly basis, in lieu of all taxes with reference to the
income component of the Gross Gaming Revenues: (a) 15% of the gross gaming revenues
generated by high roller tables; (b) 25% of the gross gaming revenues generated by non-high
roller tables; (c) 25% of the gross gaming revenues generated by slot machines and electronic
gaming machines; and (d) 15% of the gross gaming revenues generated by junket operation.

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 In addition to the above license fees, BRHI is required to remit 2% of gaming revenues
generated from non-junket operation tables to a foundation devoted to the restoration of
Philippine cultural heritage, as selected by BRHI and approved by PAGCOR. BRHI has
established Bloomberry Cultural Foundation Inc. (“BCFI”) for this purpose. Amount due to
BCFI, recognized as part of “Taxes and licenses” account amounted to = P579.1 million,
=508.8 million, P
P =327.7 million in 2023, 2022, and 2021, respectively (see Note 16).
Outstanding amount payable to BCFI as of December 31, 2023 and 2022, presented as part of
“Gaming taxes payable” account, amounted to = P40.2 million and =
P46.3 million, respectively
(see Note 10). Furthermore, the Group has advances to BCF amounting to = P0.5 million and
=9.6 million as of December 31, 2023 and 2022, presented as part of “Prepayments and other
P
current assets” account, respectively, in the consolidated statements of financial position (see
Note 7).

 PAGCOR may collect a 5% fee on non-gaming revenue received from food and beverage,
retail and entertainment outlets. All revenues of hotel operations should not be subject to the
5% fee except rental income received from retail concessionaires.

 Grounds for revocation of the license, among others, are as follows: (a) failure to comply
with material provision of this license; (b) failure to remit license fees within 30 days from
receipt of notice of default; (c) bankruptcy or insolvency; (d) delay in construction of more
than 50% of the schedule; and (e) if debt-to-equity ratio is more than 70:30. As of December
31, 2023 and 2022, BRHI and Sureste have complied with the required debt-to-equity ratio.

Total PAGCOR license fee recognized (including the amount due to BCF), shown as part of
“Taxes and licenses” account, amounted to =P10,067.1 million, =
P8,988.1 million and
=6,164.7 million for the years ended December 31, 2023, 2022 and 2021, respectively
P
(see Note 16). Outstanding amount payable to PAGCOR and BCF, presented as “Gaming
taxes payable”, amounted to P=779.6 million and =
P839.5 million as of December 31, 2023 and
2022, respectively (see Note 10).

b. The Group has entered into the following material contracts related to the Solaire Resort North
Project:

HABITUS DESIGN PTE, LTD.

In June 2018, Sureste engaged Habitus Design Pte, Ltd. (“Habitus”) to lead the Master Concept
Design as well as design management consultancy services for the Solaire Resort North Project
with an agreed original contract amounting to US$3.65 million (P =175.3 million). Based on the
original contract period, their services expire in December 2020 but was extended until
December 2021. As of December 31, 2023 and 2022, Sureste has effectively paid
US$4.86 million (P =254.5 million) and US$3.89 million (P=199.8 million), respectively, to Habitus
Design Pte, Ltd.

PRIME BMD - DMCI JOINT VENTURE

On December 12, 2019, Sureste entered into a contract agreement with PRIME BMD - DMCI
Joint Venture (“PBD Joint Venture”) for the General Construction delivery of Solaire Resort
North Project. The contract price of =
P5.5 billion, VAT-inclusive, includes a re-measurable
component of the general contract works and a lumpsum component of the enabling works. As
of December 31, 2023 and 2022, Sureste has paid = P5.0 billion and =
P4.4 billion, respectively, to
PBD Joint Venture.

*SGVFS187544*
 - 40 -

F.R. Sevilla Industrial and Development Corporation

In February 2022, Sureste engaged F.R. Sevilla Industrial and Development Corporation (‘F.R.
Sevilla”) for the combined Mechanical Works for Podium & Energy Center and for Basement &
Tower of the Solaire Resort North Project with an agreed original contract amounting to
=1.23 billion, VAT-inclusive. As of December 31, 2023 and 2022, Sureste has paid
P
=1.2 billion and =
P P896 million, respectively, to F.R. Sevilla.

E.E. Black, Ltd

Sureste engaged E.E. Black, Ltd (‘E.E. Black”) for the Level 8-18 Fit-out works in May 2022,
and Level 27-33 + Lift Cab Fit-out works in September 2022, of the Solaire Resort North Project
with an agreed combined contract amounting to =P1.3 billion, VAT-inclusive. As of
December 31, 2023 and 2022, Sureste has paid =P683.7 million and =P260.3 million, respectively,
to E.E. Black.

c. BRHI and G&L entered into junket operator agreements with junket operators who have the
primary responsibility of directing gaming patrons to the casino. Based on these agreements,
these junket operators are compensated based on a certain percentage of the wins or rolling chips.
Gaming promoters’ expense presented as contra-revenue for the years ended December 31, 2023,
2022 and 2021 amounted to = P6,438.8 million, =
P5,920.7 million and P
=2,916.1 million,
respectively. Receivable from junket operators as of December 31, 2023 and 2022 amounted to
=1,084.2 million and =
P P1,500.8 million, respectively (see Note 5).

d. On September 9, 2011, Sureste and BRHI jointly entered into a Management Services Agreement
(“MSA”) with Global Gaming Philippines LLC (“GGAM”) for technical assistance on all aspects
of planning, design, layout, and construction of the Project within Entertainment City and for
services related to recruitment, selection, and hiring of employees for the Project. GGAM
through the Management Team shall also provide management and other related services upon
commencement of the Project’s commercial operations. Fees per contract amounts to
US$100,000 per month for the technical assistance and US$75,000 monthly for services related
to the preopening operations. Upon commencement of the commercial operations and five years
thereafter, the Group will pay GGAM annual fees equivalent to certain percentages of Sureste’s
and BRHI’s earnings before interest, taxes, depreciation and amortization.

Sureste and BRHI terminated the MSA effective September 12, 2013 because of material breach
of the MSA by GGAM after prior notice and failure of discussions to settle their dispute. GGAM
denies having breached the MSA and alleges that it is BRHI and Sureste who breached the MSA.
The parties submitted their dispute to arbitration before a 3-member arbitral tribunal in Singapore
under the arbitration rules of the United Nations Commission on International Trade Law
(“UNCITRAL”) using Philippine law as the governing law.

Under the MSA, GGAM was granted an option over the shares of BRHI and Sureste. After the
backdoor listing of Bloomberry, the option was granted under an Equity Option Agreement to
purchase up to 921.2 million shares, equivalent to 9.91% of Bloomberry’s outstanding shares
(prior to Bloomberry’s top-up equity offering) from PSHI at a purchase price equivalent to P1.00
per share plus US$15 million. On December 21, 2012, GGAM exercised its option to purchase
921,184,056 shares of Bloomberry from PSHI at the agreed option strike price of P1.67 per share
and was crossed through the Philippine Stock Exchange on December 28, 2012. On February 25,
2014, the Makati Regional Trial Court (MRTC) granted the application of BRHI, Sureste and
PSHI for measures of protection in the form of writs of preliminary attachment and preliminary
injunction to restrain GGAM from disposing the Bloomberry shares in order to maintain the
status quo. GGAM filed a petition for review on certiorari with the Court of Appeals against the
decision of the MRTC.

*SGVFS187544*
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On December 9, 2014, the tribunal issued its Order in Respect of Claimants’ Interim Measures of
Protection, declaring among others, that the February 25, 2014 Order of MRTC is superseded and
that parties are restored to their status quo ante as of January 15, 2014 and allowed GGAM to sell
the shares.

GGAM filed a Manifestation with the MRTC concerning the order of the arbitral tribunal and
seeking assistance in the enforcement thereof. BRHI, Sureste and PSHI filed a Counter-
Manifestation on impropriety of GGAM Manifestation given its non-compliance with
requirements of the Special Rules of Court on Alternative Dispute Resolution (Special ADR
Rules) for enforcement of judgment/interim measures of protection. GGAM also filed a
Manifestation and Motion with the Court of Appeals seeking the same relief as that filed with the
MRTC. BRHI, Sureste and PSHI filed a Comment/Opposition arguing against the grant of the
Motion with the Court of Appeals for non-compliance with the Special ADR Rules as well as for
forum-shopping. In a resolution dated May 29, 2015 and affirmed on November 27, 2015, the
Court of Appeals remanded back the case to the MRTC for further proceedings.

On September 20, 2016, the arbitral tribunal issued a partial award on liability. It declared that
1) GGAM (Claimants) has not misled BRHI/Sureste (Respondents) into signing the MSA, and
the Respondents were not justified to terminate the MSA because the services rendered by the
Respondent’s Management Team should be considered as services rendered by GGAM under the
MSA, 2) rejected GGAM’s claim that GGAM was defamed by the publicized statements of the
Chairman of BRHI/Sureste, 3) that there is no basis for Respondents to challenge GGAM’s title
to the 921,184,056 Bloomberry shares because the grounds for termination were not substantial
and fundamental, thus GGAM can exercise its rights in relation to those shares, including the
right to sell them, 4) reserved its decision on reliefs, remedies and costs to the Remedies Phase
which is to be organized in consultation with the Parties, 5) reserved for another order its
resolution on the request of GGAM: (a) for the Award to be made public, (b) to be allowed to
provide a copy of the Award to Philippine courts, government agencies and persons involved in
the sale of the shares, and (c) to require BRHI/Sureste and Bloomberry to inform Deutsche Bank
AG that they have no objection to the immediate release of all dividends paid by Bloomberry to
GGAM.

On August 31, 2017, BRHI and Sureste filed a request for reconsideration of the partial award in
the light of U.S. DOJ and SEC findings of violations of the Foreign Corrupt Practices Act by
GGAM officers Weidner and Chiu, and for false statements and fraudulent concealment by
GGAM in the arbitration. GGAM opposed the request on September 29, 2017. In a decision
dated November 22, 2017, the tribunal denied the request for reconsideration saying it has no
authority to reconsider the partial award under Singapore law. The tribunal said that the courts
might be the better forum to look into the allegations of fraud.

On December 21, 2017, BRHI and Sureste filed a petition in the High Court of Singapore to set
aside the June 20, 2017 judgment of the Court and to either remit the partial award to the tribunal
for correction, or otherwise set aside the partial award based on the fraud allegations previously
raised in the request for reconsideration.

In a resolution dated November 23, 2017, the MRTC affirmed the continuing validity of its
February 25, 2014 order and the writ of preliminary injunction and attachment issued pursuant
thereto. GGAM filed a petition for review with the Court of Appeals to question this MRTC
order. The Court of Appeals denied this petition, and GGAM filed a petition in the Supreme
Court to question the decision of the Court of Appeals. This petition is still pending in the
Supreme Court.

*SGVFS187544*
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On September 27, 2019, BRHI and Sureste received the Final Remedies Award of the arbitration
tribunal. The Final Award awarded less than half of the damages sought by GGAM. It provides
that:

a) Respondents pay US$85.2 million as damages for lost management fees to Claimants;
b) Respondents pay US$391,224 as pre-termination fees and expense to Claimants;
c) Respondents pay = P10,169,871,978 for the (921,184,056) GGAM shares in BRC in exchange
for Claimants turning over the Shares after the payment. If Respondents do not pay for the
Shares, GGAM may sell the Shares in the market and Respondents are directed to take all
steps necessary to facilitate this sale. Respondents will be liable for the difference in the
selling price if it is less than the awarded price;
d) Respondents to take all steps necessary to release to GGAM the cash dividends on the Shares
(currently subject of the injunction of the RTC Makati);
e) Respondents to pay Claimants Cost of US$14,998,052.
f) Post-award interest at the annual rate of 6%, compounded annually, or 50 basis per month for
the pre-termination expenses in (b), beginning 30 days after the Award.

On November 5, 2019, BRHI and Sureste filed in the Singapore High Court an application to set
aside the Final Award on the grounds of fraud and fraudulent concealment among others.

BRHI and Sureste received a decision of the Singapore High Court dated January 3, 2020 in
Originating Summons 1432 of 2017 (OS 1432) dismissing their petition to vacate and oppose the
enforcement of the Partial Award of the Arbitration Tribunal dated September 20, 2016. The
Court said that the FCPA Findings (referring to the U.S. DOJ non-prosecution agreement with
Las Vegas Sands and the U.S. SEC order on Foreign Corrupt Practices Act involving Weidner
and Chiu while they were with Las Vegas Sands) “do not constitute strong and cogent evidence
of any species of fraud” raised by Sureste and BRHI against GGAM. On February 3, 2020,
BRHI and Sureste appealed this decision to the Court of Appeals in Singapore. In a decision
dated February 16, 2021, the Singapore Court of Appeals denied the appeal of BRHI and Sureste.

On May 29, 2020, the Singapore High Court issued a decision dismissing Sureste and BRHI’s
petition to set aside/resist enforcement of the Final Award of the Arbitration Tribunal dated
September 27, 2019.

The Singapore High Court ruled that the “Constructive Remedy,” which requires Sureste and
BRHI to either (1) pay for the Bloomberry shares held by GGAM in exchange for the BRC
shares, or (2) take steps to facilitate GGAM’s sale of the Bloomberry shares, was not outside the
scope of the parties’ arbitration agreement. The Singapore High Court also rejected the
challenges based on the FCPA Findings (referring to the findings of the U.S. DOJ and the U.S.
SEC regarding the conduct by two of GGAM’s four executives during their tenure at Las Vegas
Sands that violated the U.S. FCPA) and GGAM’s fraudulent concealment of evidence during the
Arbitration. The Singapore High Court likewise denied the argument that GGAM Netherlands, to
which the MSA was assigned, was a sham entity established solely to evade U.S. and Philippine
taxes, because the Arbitration Tribunal rejected the same argument, and thus, the High Court
found that the grant of damages to GGAM Netherlands is not contrary to Singapore public policy.
Costs were charged against Sureste and BRHI.

On June 29, 2020, Sureste and BRHI filed a Notice of Appeal to the Singapore Court of Appeals
to appeal the Singapore High Court’s decision dated May 29, 2020 in case number OS 1385
dismissing Sureste and BRHI’s petition to set aside/resist enforcement of the Final Award of the
Arbitration Tribunal dated September 27, 2019 docketed as CA98. On October 4, 2021, the

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Singapore Court of Appeals issued a decision which denied the appeal of BRHI and Sureste
against the decision dated May 29, 2020.

BRHI and Sureste were advised by Philippine counsel that an award of the Arbitral Tribunal can
only be enforced in the Philippines through an order of a Philippine court of proper jurisdiction
after appropriate proceedings taking into account applicable Philippine law and public policy.
GGAM has not filed the required petition to enforce the arbitral award in the Philippines.

On March 29, 2021, GGAM (without GGAM Netherlands joining) sued Enrique K. Razon Jr.,
BRHI, Sureste and other companies in the U.S. associated with Mr. Razon in the U.S. District
Court in Southern District of New York. By this suit GGAM wants to enforce in the U.S. against
Mr. Razon personally and companies in the U.S. associated with him the arbitral award that was
issued only against BRHI and Sureste. On March 21, 2022, the court did not grant the motion to
dismiss the complaint of GGAM as against Sureste, BRHI and Mr. Enrique K. Razon Jr. but the
court granted the dismissal of the case against all other defendants.

GGAM has amended its complaint to allege trespass to chattels against Mr. Razon, to which Mr.
Razon has filed a motion to dismiss. On January 11, 2023, the US District Court denied Mr.
Razon’s motion to dismiss. BRHI and Sureste maintain their position that the New York court
has no jurisdiction over them as they do not do business in New York nor in the US. Mr. Razon
maintains the position that there is no basis to pierce the corporate veil of BRHI and Sureste to
reach him as BRHI and Sureste are owned by the BRC, a publicly listed company.

On September 12, 2023, the US District Court granted Mr. Razon’s motion for summary
judgement on the trespass to chattel and declared that GGAM did not proffer sufficient evidence
of Mr. Razon’s interference with GGAM’s BRC shares. The Court denied the motions and cross-
motions for summary judgement of the parties on the issue of personal jurisdiction over BRHI
and Sureste and on the issue of the enforcement of the arbitral award against Mr. Razon as the
alter ego of BRHI and Sureste. The Court essentially said that the parties have introduced
sufficient evidence to allow a reasonable fact finder to find in their favor, hence there is need for
a trial to determine which side will prevail. The Court also denied without prejudice GGAM’s
motion to confirm the Final Award.

On January 22 and 23, 2024, the Court held a hearing on the threshold issue of personal
jurisdiction over BRHI and Sureste with the parties presenting their respective witnesses.
The Court also encouraged the parties to discuss the possible settlement of this case because a
trial on the various issues, if the Court affirms its jurisdiction, will take many years. As of
March 1, 2024, the Court has not resolved the threshold issue of jurisdiction and the parties have
not reached settlement, hence this case remains pending in the court.

No further details were provided as required under PAS 37, Provisions, Contingent Liabilities
and Contingent Assets, because these may prejudice the Group’s position in relation to this
matter.

Management, in consultation with its legal counsel, believes that no provision should be
recognized as of December 31, 2023 and 2022 as the Partial Award and Final Award cannot be
enforced in the Philippines (where assets of BRHI and Sureste are located) because: (1) no action
for their enforcement has been filed before Regional Trial Court that is required under the Special
ADR Rules that governs enforcement of arbitral awards in the Philippines; and (2) if GGAM files
such action to enforce the Partial Award and Final Award, BRHI and SPI have the right to oppose
the enforcement because it will violate Philippine public policy and because the arbitration

*SGVFS187544*
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proceedings were tainted by fraud, concealment and deception foisted by GGAM and its lawyers
on the Arbitral Tribunal and BRHI and SPI which prevented BRHI and SPI from presenting their
case.

On March 15, 2016, the Court of Appeals (“CA”) issued a 30-day freeze order on one of BRHI’s
bank accounts upon the petition filed by AMLC in relation to their ongoing investigation. The
freeze order of the CA on the bank account was lifted on April 14, 2016. Subsequently, on
request of the AMLC, the Supreme Court reinstated the freeze order on the account, which
contained the amount of = P109.3 million that was frozen from the accounts of those patrons
subject to the investigation. In a decision dated September 2, 2020, the Supreme Court denied
AMLC’s petition for review and lifted the freeze order on the bank account of BRHI. As of
December 31, 2023 and 2022, the balance of this bank account amounting to = P113.0 million and
=112.9 million, respectively, is presented as “Fund held in trust” under the “Prepayments and
P
other current assets” account in the statements of financial position (see Note 7).

In February 2019, BRHI received the summons and complaint as one of 16 Philippine companies
and individuals that the Bangladesh Bank impleaded in the civil suit that it filed in the US District
Court in New York against RCBC for recovery of the US$81 million allegedly stolen from
Bangladesh Bank account with the Federal Reserve Bank in New York that were allegedly
laundered through Philippine casinos. BRHI through counsel filed a motion to dismiss the case
for lack of subject matter jurisdiction and for forum non-conveniens. On March 20, 2020, the
Federal Court of New York granted the motion to dismiss the case. Bangladesh Bank has filed an
appeal of the dismissal with the U.S. Court of Appeals which it withdrew later.

On September 23, 2020, BRHI received the summons in the civil complaint filed by Bangladesh
Bank against RCBC and 16 other Philippine companies and individuals (including BRHI) in the
New York State Court. The complaint in the State Court is for: conversion/ theft/
misappropriation; aiding and abetting the same; conspiracy to commit the same; fraud (against
RCBC); aiding and abetting and conspiracy to commit fraud; conspiracy to commit trespass
against chattels; unjust enrichment; and return of money received.

On December 9, 2020, BRHI filed its motion to dismiss the case because the Court has no
jurisdiction over BRHI, the Philippines is the proper forum for the dispute and plaintiff’s
allegation is insufficient to plead any claim against BRHI under New York law. On April 8,
2022, New York Court granted BRHI’s motion to dismiss the complaint filed by Bangladesh
Bank for lack of jurisdiction. On May 11, 2022, Bangladesh Bank filed an appeal with the
Appellate Division of the New York State Supreme Court, First Judicial Department, on the
dismissal of its complaint against BRHI. On May 30, 2023, the Appellate Division of the New
York Supreme Court upheld the order of the Supreme Court, New York County which granted
BRHI’s motion to dismiss the complaint filed by Bangladesh Bank as against BRHI for lack of
jurisdiction.

Except for the matters discussed in the preceding paragraphs, neither the Company nor any of its
subsidiaries are involved in or the subject any legal proceedings which, if determined adversely to
the Company or the relevant subsidiary’s interests, would have a material effect on the business
or financial position of the Company or any of its subsidiaries.

*SGVFS187544*
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19. Income Taxes

a. Provision for (benefit from) income tax consists of:

2023 2022 2021

Current P
=34,526,427 P11,373,960
= =599,775
P
Deferred (73,826,628) (12,528,282) 765,130
(P
=39,300,201) (P
=1,154,322) =1,364,905
P

In 2023, 2022 and 2021, provision for current income tax represents Bloomberry’s MCIT and
Sureste’s 5% Gross Income Tax (“GIT”).
The reconciliation of provision for (benefit from) income tax computed at the statutory income
tax rate to provision for (benefit from) income tax as shown in the consolidated statements of
comprehensive income is summarized as follows:

2023 2022 2021

Provision for (benefit from) tax at
statutory tax rate of 25% =2,370,532,542
P =1,285,256,561
P (P
=1,062,000,348)
Tax effects of:
Income subject to final tax, non-
taxable income and non-
deductible expenses 582,547,305 705,199,127 530,099,844
Net movement in unrecognized
deferred income tax assets
and other adjustments (2,992,380,048) (1,991,610,010) 533,265,409
(P
=39,300,201) (P
=1,154,322) =1,364,905
P

b. The components of the Group’s recognized net deferred tax liabilities are as follows:
2023 2022
Deferred tax assets:
Retirement liability P
=48,189,961 =24,958,968
P
MCIT 7,530,384 5,208,956
Points accrual 2,973,542 1,944,812
Capitalized interest on option 1,204,354 1,355,373
59,898,241 33,468,109
Deferred tax liabilities:
Excess of fair value over carrying value of net
assets acquired in business combination (43,579,491) (87,383,894)
Capitalized rent (68,764,653) (72,193,114)
Capitalized interest (31,602,959) (34,988,991)
Unrealized gain on investment in club shares (11,625,000) (4,125,000)
Unrealized foreign exchange gain (1,074,051) (1,493,981)
(156,646,154) (200,184,980)
(P
=96,747,913) (P
=166,716,871)

*SGVFS187544*
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c. Temporary differences arising from NOLCO and carryforward benefits of excess MCIT for
which no deferred tax assets have been recognized since management believes that it is not
probable that sufficient future taxable income will be available against which these can be utilized
are summarized as follows:

2023 2022
NOLCO P
=16,136,255,971 =
P14,097,250,037
Retirement plan 502,154,584 –
Provision for contingencies 198,367,798 171,373,999
MCIT 1,908,077 2,916,992
P
=16,838,686,430 P
=14,271,541,028

d. On September 30, 2020, the BIR issued Revenue Regulations No. 25-2020 implementing Section
4(bbbb) of “Bayanihan to Recover As One Act” which states that the NOLCO incurred for
taxable years 2020 and 2021 can be carried over and claimed as a deduction from gross income
for the next five (5) consecutive taxable years immediately following the year of such loss.

As of December 31, 2023, Bloomberry and Sureste incurred NOLCO in taxable year 2023 and
2022 which can be claimed as deduction from the regular taxable income for the next three (3)
consecutive taxable years, as follows:

Availment
Year Incurred Period Amount Applied Expired Balance
2023 2024-2026 P1,733,293,972
= =–
P =–
P P1,733,293,972
=
2022 2023-2025 1,922,881,877 – – 1,922,881,877
=3,656,175,849
P =–
P =–
P =3,656,175,849
P

As of December 31, 2023, Bloomberry and Sureste incurred NOLCO in taxable years 2021 and
2020 which can be claimed as deduction from the regular taxable income for the next five (5)
consecutive taxable years pursuant to the Bayanihan to Recover As One Act, as follows:

Availment
Year Incurred Period Amount Applied Expired Balance
2021 2022-2026 P3,103,385,206
= =–
P =–
P P3,103,385,206
=
2020 2021-2025 2,799,754,164 – – 2,799,754,164
=5,903,139,370
P =–
P =–
P =5,903,139,370
P

As of December 31, 2023, the NOLCO of Solaire Korea and G&L that can be carried forward
and claimed as deduction from regular taxable income are as follows:

Availment
Year Incurred Period Amount Applied Expired Balance
2023 2038 P309,950,271
= – – P309,950,271
=
2022 2037 1,412,554,515 – – 1,412,554,515
2021 2036 805,816,191 – – 805,816,191
2020 2035 347,303,806 – – 347,303,806
2019 2029 771,917,793 – – 771,917,793
2018 2028 636,491,427 – – 636,491,427
2017 2027 289,683,318 – – 289,683,318
2016 2026 1,031,898,657 – – 1,031,898,657
2015 2025 971,324,773 – – 971,324,773
2014 2024 4,238,308 – 4,238,308 –
Totals =6,581,179,059
P =–
P =4,238,308
P =6,576,940,751
P

*SGVFS187544*
 - 47 -

As of December 31, 2023, the Bloomberry and Sureste’s unused MCIT that can be carried
forward and used as deduction from income tax due are as follows:

Year Incurred Expiry Year Amount Applied Expired Balance

2023 2026 P768,495
= =–
P =–
P P768,495
=
2022 2025 539,808 – – 539,808
2021 2024 599,775 – – 599,775
2020 2023 1,777,409 – 1,777,409 –
Totals =3,685,487
P =–
P 1,777,409 =1,908,078
P

e. Sureste is registered with the Philippine Economic Zone Authority (“PEZA”) as an Ecozone
Tourism Enterprise. The scope of registered activity is limited to the construction, development,
management and operation of a hotel and entertainment complex at the Bagong Nayong Pilipino -
Entertainment City Manila, to take over and undertake the project originally approved by the
PEZA Board for BRHI and the importation of raw materials, machinery, equipment, tools, goods,
wares, articles or merchandise directly used in its registered operations.

Under the PEZA Registration Agreement, Sureste is entitled to:

i. Four-year income tax holiday (“ITH”) on income solely derived from servicing foreign
clients for its operations limited to accommodation and other special interest and attraction
activities/ establishments. Upon expiry of the ITH period, Sureste shall pay 5% GIT, in lieu
of all national and local taxes; and

ii. Tax and duty-free importation of capital equipment required for the technical viability and
operation of the registered facilities/activities.

Any income from activities of Sureste outside of the PEZA-registered activities is subject to RCIT.

On December 6, 2013, Sureste decided to waive the ITH incentive and be subjected instead to
GIT (with exemption from real property tax). Sureste has obtained confirmation of the said
waiver with PEZA and therefore now subject to GIT.

20. Financial Assets and Liabilities and Financial Risk Management Objectives and Policies

Fair Value
The carrying values of cash and cash equivalents, receivables, security deposits classified as current
and payables and other current liabilities (except statutory payables) approximate their fair values at
reporting date due to the relatively short-term nature of the transactions.

The table below set forth the carrying values and the estimated fair values of the Group’s financial
assets and liabilities for which fair values are determined for measurement and/or disclosure as of
December 31, 2023 and 2022:

2023 2022
Carrying Fair Carrying Fair
Amount Value Amount Value
Financial Assets
Financial assets at amortized cost -
Security deposits classified as
noncurrent (1) P
=112,814,225 P
=112,814,225 =63,877,874
P =57,061,802
P

(Forward)

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 - 48 -

2023 2022
Carrying Fair Carrying Fair
Amount Value Amount Value
Equity instrument designated at
fair value through OCI -
Investment in club shares P
=60,000,000 P
=60,000,000 P30,000,000
= =30,000,000
P
172,814,225 172,814,225 93,877,874 87,061,802
Financial Liabilities
Other financial liabilities:
Long-term debt 94,867,241,603 96,464,981,992 91,335,220,127 85,678,469,461
Tenants’ security deposits (2) 353,530,380 353,530,380 358,777,892 358,777,892
95,220,771,983 96,818,512,372 91,693,998,019 86,037,247,353
(P
= 95,047,957,758) (P
= 96,645,698,147) (P
=91,600,120,145) (P
=85,950,185,551)
(1)
Presented under “Intangible asset and other noncurrent assets” account.
(2)
Included under “Other noncurrent liabilities” account.

Security Deposits classified as Noncurrent. The fair value of security deposit is the estimated future
cash flows, discounted to present value using a credit-adjusted discount rate.

Fixed Rate Long-term Debt (73.5B Syndicated Loan). The estimated fair value is based on the
discounted value of future cash flows using the applicable BVAL rate of 5.9% and 6.5% as of
December 31, 2023 and 2022, respectively.

Fixed Rate Long-term Debt (20 B Syndicated Loan). The estimated fair value is based on the
discounted value of future cash flows using the applicable BVAL rate of 5.9% and 6.3% as of
December 31, 2023 and 2022, respectively.

Fixed Rate Long-term Debt (40 B Syndicated Loan). The estimated fair value is based on the
discounted value of future cash flows using the applicable BVAL rate of 6.0% and 6.8% as of
December 31, 2023 and 2022.

Tenants’ Security Deposits. The estimated fair value is based on the discounted value of future cash
flows using the applicable BVAL rates ranging from 5.9% to 6.0% and 5.3% to 7.0% as of
December 31, 2023 and 2022, respectively.

Fair Value Hierarchy

The Group uses the following hierarchy for determining and disclosing the fair value of financial
instruments by source of inputs:

 Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that
the entity can access at the measurement date.

 Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset
or liability, either directly or indirectly.

 Level 3 – Unobservable inputs for the asset or liability.

*SGVFS187544*
 - 49 -

The table below summarizes the classification of the Group’s financial assets and liabilities as of
December 31, 2023 and 2022 based on fair value measurement hierarchy.

Level 1 Level 2 Level 3 Total

Asset measured at fair value -
Investment in club shares 2023 P
=60,000,000 P
=– P
=– P
=60,000,000
2022 30,000,000 – – 30,000,000
Assets and liabilities for which fair
value is disclosed:
Security deposits classified as noncurrent 2023 – 112,814,225 – 112,814,225
2022 – 57,061,802 – 57,061,802
Long-term debt 2023 – 96,464,981,992 – 96,464,981,992
2022 – 85,678,469,461 – 85,678,469,461
Tenants’ security deposits 2023 – 353,530,380 – 353,530,380
2022 – 358,777,892 – 358,777,892

In 2023 and 2022, there were no transfers between Level 1 and Level 2 fair value measurements and
transfers into and out of the Level 3 fair value measurement.

Financial Risk Management Objectives and Policies

The Group’s principal financial instruments consist mainly of borrowings from local financial
institutions, proceeds of which were used for financing the Group’s capital expenditures and
operations. The Group has other financial assets and financial liabilities such as cash and cash
equivalents, receivables, restricted cash, payables and other accrued liabilities which arise directly
from the Group’s operations.

The main risks arising from the Group’s financial instruments are interest rate risk, foreign exchange
risk, liquidity risk and credit risk. The BOD reviews and approves policies for managing each of
these risks and they are summarized below.

Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will
fluctuate because of changes in market interest rates. The Group’s exposure to market risk for
changes in interest rates relates primarily to its long-term debt with floating interest rates.

Variable or floating rate debt is subject to cash flow interest rate risk. Repricing of variable rate debt
is done on quarterly intervals.

The following table demonstrates the sensitivity of the Group’s income (loss) before income tax
(through the impact on floating rate borrowings) in 2023, 2022 and 2021 to a reasonably possible
change in interest rates, with all other variables held constant.

There is no impact on the Group’s equity other than those already affecting the net income (loss).

2023 2022 2021

Increase by 2% P189,642,604
= P103,088,603
= P106,847,594
=
Decrease by 2% (189,642,604) (103,088,603) (106,847,594)

Foreign Exchange Risk

Foreign exchange risk is the risk that the value of the Group’s financial instrument will fluctuate due
to changes in foreign exchange rates. The Group has recognized in the consolidated statements of
comprehensive income net foreign exchange gains of = P218.0 million, P
=121.0 million and
=204.1 million in 2023, 2022 and 2021, respectively, on the revaluation of its foreign currency-
P
denominated cash and cash equivalents, receivables, restricted cash, payables and accrued expenses.

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In the revaluation of its foreign currency-denominated financial assets and liabilities, the Group used
the following exchange rates as of December 31, 2023, 2022 and 2021:

Currency 2023 2022 2021

USD 55.3700 55.7550 50.999
HKD 7.1121 7.1996 6.510
EUR 61.4738 59.5545 57.512
SGD 42.0898 41.5796 37.555
AUD 37.9467 37.8024 36.806
JPY 0.3930 0.4174 0.441
TWD 1.8087 1.822 1.840
KRW 0.0431 0.0441 –
THD 1.6264 1.6133 –
MOP 6.8845 6.9100 –

The Group’s foreign currency-denominated monetary assets and liabilities as of December 31, 2023,
2022 and 2021, and their Philippine peso equivalent follow:
Original Currency Peso
USD HKD EUR SGD AUD JPY TWD THB KRW MOP Equivalent
December 31, 2023
Financial assets:
Cash and cash equivalents 16,050,424 775,008,451 54,852 10,203,709 1,249,547 2,069,091,567 – – 675,716,972 3,026 =7,723,207,024
P
Receivables – 28,972,987 – – – – – – – – 206,058,782
Financial liabilities -
Payables and other current
liabilities (1,281,114) (31,535,584) (24,132) – – – – – – – (296,702,939)
Net foreign currency -
denominated financial
assets 14,769,310 772,445,854 30,720 10,203,709 1,249,547 2,069,091,567 – – 675,716,972 3,026 =7,632,562,867
P

December 31, 2022

Financial assets:
Cash and cash equivalents 68,531,418 633,878,453 356,368 9,308,456 1,245,141 1,990,271,567 – 86 870 3,026 P9,670,735,492
=
Receivables 240,679,720 100,900,009 – – – – – – – – 14,145,537,505
Financial liabilities -
Payables and other current
liabilities (905,849) (108,205,157) (1,776) – – – – – – – (829,645,178)
Net foreign currency -
denominated financial
assets 308,305,289 626,573,305 354,592 9,308,456 1,245,141 1,990,271,567 – 86 870 3,026 P
=22,986,627,819

December 31, 2021

Financial assets:
Cash and cash equivalents 7,826,929 581,467,274 513,554 13,543,074 2,029,385 1,934,496,646 – – – – =5,650,469,710
P
Receivables 168,956,720 6,687,758 – – – – – – – – 8,660,161,065
Financial liabilities - – – –
Payables and other current
liabilities (409,640) (7,965,953) – – – – (670,761) – – – (73,983,772)
Net foreign currency -
denominated financial
assets 176,374,009 580,189,079 513,554 13,543,074 2,029,385 1,934,496,646 (670,761) – – – P
=14,236,647,003

The following table demonstrates the sensitivity to a reasonably possible change in the foreign
exchange rates, with all other variables held constant, of the Group’s income or loss before income
tax at December 31, 2023, 2022 and 2021. There is no other impact on the Group’s equity other than
those affecting other income or loss before income tax.

USD HKD EUR SGD AUD JPY TWD THB KRW MOP
December 31, 2023
Increase by 3% P24,533,301
= =
P164,811,365 =
P56,656 =P12,884,162 P
= 1,422,486 P
= 24,394,590 =–
P =–
P =
P873,702 P625
=
Decrease by 3% (24,533,301) (164,811,365) (56,656) (12,884,162) (1,422,486) (24,394,590) – – (873,702) (625)
December 31, 2022
Increase by 3% 515,686,843 135,332,315 633,527 11,611,256 1,412,079 24,922,181 – 4 1 627
Decrease by 3% (515,686,843) (135,332,315) (633,527) (11,611,256) (1,412,079) (24,922,181) – (4) (1) (627)
December 31, 2021
Increase by 3% 269,846,943 113,310,927 886,065 15,258,304 2,240,806 25,593,391 (37,026) – – –
Decrease by 3% (269,846,943) (113,310,927) (886,065) (15,258,304) (2,240,806) (25,593,391) 37,026 – – –

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The change in currency rate is based on the Group’s best estimate of expected change considering
historical trends and experiences. Positive change in currency reflects a stronger peso against foreign
currency. On the other hand, a negative change in currency rate reflects a weaker peso against
foreign currency.
Liquidity Risk
Liquidity risk is the potential of not meeting obligations as they become due because of an inability to
liquidate assets or obtain funding. The Group’s objective is to maintain a balance between continuity
of funding and flexibility through the use of bank loans.
As part of its liquidity strategy, the Group will set aside cash to ensure that financial obligations will
be met as they fall due. The Group has cash and cash equivalents amounting to = P39,834.3 million
and P
=37,890.5 million as of December 31, 2023 and 2022, respectively, that are allocated to meet the
Group’s liquidity needs. The Group also has receivables amounting to = P2,141.2 million and
=2,011.51 million; security deposits amounting to =
P P165.6 million and =P141.4 million as of
December 31, 2023 and 2022, respectively.
The Group also expects to meet its working capital, capital expenditure, dividend payment and
investment requirements for the next 12 months primarily from equity or debt financing and cash
flows from operations. As at December 31, 2023 and 2022, the Group has undrawn borrowing
facilities that may be available in the future for the operating activities and settling capital
commitments amounting to = P21,772.5 million and P =30,502.4 million, respectively.

The table below summarizes the maturity profile of the Group’s financial liabilities as of
December 31, 2023 and 2022 based on contractual undiscounted payments:
2023
Within More than
1 Year 1–2 Years 2–3 Years 3–4 Years 4 Years Total
Financial liabilities:
Other gaming liabilities:
Junket program rebates = 330,945,534
P =–
P =–
P =–
P =–
P = 330,945,534
P
Liability for customer loyalty 290,262,821 – – – – 290,262,821
Progressive jackpot liability 369,748,039 – – – – 369,748,039
Slot payout voucher and
tickets liability 112,020,474 – – – – 112,020,474
Customers’ deposits 2,578,428,605 – – – – 2,578,428,605
Payable to contractors and suppliers 3,581,040,146 – – – – 3,581,040,146
Retention payable 1,169,381,372 – – – – 1,169,381,372
Accrued expenses 2,718,258,851 – – – – 2,718,258,851
Tenants’ security deposits – 353,530,380 – – – 353,530,380
Long-term debt
Principal 9,112,500,000 15,441,137,410 21,064,549,640 23,325,923,739 27,520,871,203 96,464,981,992
Interest 6,590,113,422 6,200,601,132 4,705,850,014 2,944,741,837 3,130,746,777 23,572,053,182
Lease liabilities 3,379,220 3,548,181 3,725,584 3,911,867 – 14,564,852
= 26,856,078,484 P
P = 21,998,817,103 P
= 25,774,125,238 P
= 26,274,577,443 P
= 30,651,617,980 P
= 131,555,216,248

2022
Within More than
1 Year 1–2 Years 2–3 Years 3–4 Years 4 Years Total
Financial liabilities:
Other gaming liabilities:
Junket program rebates P375,275,327
= P–
= P–
= P–
= P–
= P375,275,327
=
Liability for customer loyalty 268,137,297 – – – – 268,137,297
Progressive jackpot liability 320,393,749 – – – – 320,393,749
Slot payout voucher and
tickets liability 93,331,163 – – – – 93,331,163
Customers’ deposits 3,225,881,302 – – – – 3,225,881,302
Payable to contractors and suppliers 1,843,001,971 – – – – 1,843,001,971
Retention payable 693,846,883 – – – – 693,846,883
Accrued expenses 2,757,766,302 – – – – 2,757,766,302
Tenants’ security deposits 369,246,673 39,322,201 – – – 408,568,874
Long-term debt
Principal 5,340,000,000 9,207,476,000 15,444,976,000 21,174,880,000 41,907,768,000 93,075,100,000
Interest 5,330,486,132 5,227,354,079 4,940,733,027 4,354,804,682 5,909,708,597 25,763,086,517
Lease liabilities 17,325,772 2,496,491 2,899,580 3,370,905 3,845,228 29,937,976
=20,634,692,571 P
P =14,476,648,771 =
P20,388,608,607 =
P25,533,055,587 =
P47,821,321,825 P
=128,854,327,361

*SGVFS187544*
 - 52 -

Credit Risk
Credit risk is the risk that the Group will incur a loss arising from customers, clients or counterparties
that fail to discharge their contracted obligations. The Group manages and controls credit risk by
setting limits on the amount of risk that the Group is willing to accept for individual counterparties
and by monitoring exposures in relation to such limits.

The Group’s maximum exposure to credit risk is equal to the carrying amount of its financial
instruments. The Group has no concentration of credit risk.

The table below shows the maximum exposure to credit risk for the components of the consolidated
statements of financial position as of December 31, 2023 and 2022 for which the net maximum
exposure is not equal to the gross maximum exposure.

Gross Maximum Exposure Net Maximum Exposure*

2023 2022 2023 2022
Cash and cash equivalents:
Cash in banks P
=24,536,094,875 =26,760,755,157
P P
=24,536,094,875 =26,760,755,157
P
Temporary cash investments 4,292,122,797 1,926,453,227 4,292,122,797 1,926,453,227
Debt collateral accounts 6,263,587,436 5,308,370,035 6,263,587,436 5,308,370,035
P
=35,091,805,108 =33,995,578,419
P P
=35,091,805,108 =33,995,578,419
P
*Net financial assets after taking into account insurance on bank deposits.

Set out below is the information about the credit risk exposure on the Group’s gaming receivables
using a provision matrix:
2023
Premium Casual Junket Premium Casual Junket Fixed Junket
HKD HKD PHP PHP PHP Others Total
ECL rate 0.33% 0.32% 0.97% 0.00% 8.08%
Estimated total gross carrying
amount at default 45,080,662 73,429,875 = 12,421,656
P P
= 247,598,434 P
= 329,433,803 = 54,989,594
P P
= 762,953,953

2022
Premium Casual Junket Premium Casual Junket Fixed Junket
HKD HKD PHP PHP PHP Others Total
ECL rate 0.5% 0.01% 1.29% 0.00% 9.27%
Estimated total gross carrying
amount at default 44,167,881 125,216,914 =13,536,632
P =253,814,374
P =284,895,063
P =56,265,454
P =764,539,721
P

The table below shows gross maximum exposure to the Group’s credit risk without considering the
effects of collateral, credit enhancements and other credit risk mitigation techniques as of
December 31, 2023 and 2022.

2023 2022
Cash and cash equivalents P
=35,091,805,108 =
P33,995,578,419
Receivables 2,097,809,570 1,983,005,741
Security deposits 165,570,259 141,426,744
P
=37,355,184,937 P
=36,120,010,904

*SGVFS187544*
 - 53 -

The tables below show the credit quality of the Group’s financial assets based on their historical
experience with the corresponding third parties:

2023
Stage 1 Stage 2 Stage 3
12-month ECL Lifetime ECL Credit Impaired Total
High = 36,004,561,163
P =–
P =–
P = 36,004,561,163
P
Moderate 1,350,623,774 – – 1,350,623,774
Low – – 762,953,953 762,953,953
Gross carrying amount 37,355,184,937 – 762,953,953 38,118,138,890
ECL – – 762,953,953 762,953,953
Carrying amount = 37,355,184,937
P =–
P =–
P = 37,355,184,937
P

2022
Stage 1 Stage 2 Stage 3
12-month ECL Lifetime ECL Credit Impaired Total
High =35,657,824,299
P =–
P =–
P =35,657,824,299
P
Moderate – 462,186,605 – 462,186,605
Low – – 764,539,721 764,539,721
Gross carrying amount 35,657,824,299 462,186,605 764,539,721 36,884,550,625
ECL – – 764,539,721 764,539,721
Carrying amount =35,657,824,299
P =462,186,605
P =–
P =36,120,010,904
P

As of December 31, 2023 and 2022, all financial assets are viewed by management as ‘high grade’,
except for impaired financial assets, considering the collectability of the receivables and the credit
history of the counterparties.

Capital Management
The primary objective of the Group’s capital management is to ensure that the Group has sufficient
funds in order to support its business, pay existing obligations and maximize shareholder value. The
Group manages its capital structure and makes adjustments to it in light of changes in economic
conditions. To manage or adjust the capital structure, the Group may obtain advances from
stockholders, return capital to shareholders or issue new shares.

The Group considers equity attributable to equity holders of the Parent Company as its capital, which
amounted to = P48,376.6 million and P
=33,268.7 million as of December 31, 2023 and 2022,
respectively.

The Group monitors capital on the basis of debt-to-equity ratio in order to comply with PAGCOR
requirement and loan debt covenant (see Notes 11 and 18).

The Group’s strategy is to maintain a sustainable debt-to-equity ratio.

21. Basic/Diluted Earnings Per Share on Net Income Attributable to Equity Holders of the Group
The following table presents information necessary to calculate earnings per share:

2023 2022 2021

(a) Net income (loss) attributable to equity holders of the Parent
Company P9,527,193,809
= P5,171,888,105
= (P
=4,219,643,897)
Number of issued shares at beginning of year 11,032,998,225 11,032,998,225 11,032,998,225
Weighted average of issued shares issued during the year 136,304,110 – –
(b) Weighted average number of issued shares 11,169,302,335 11,032,998,225 11,032,998,225
Treasury shares at beginning of year (200,298,063) (171,872,368) (73,251,325)
Weighted average number of:
Treasury shares issued for vested stock awards in 2023 25,104,563 – –

(Forward)

*SGVFS187544*
 - 54 -

2023 2022 2021

Treasury shares acquired in 2022 =–
P (P
=12,514,283) =–
P
Treasury shares issued for vested stock awards in 2022 – 9,682,688 –
Treasury shares acquired in 2021 – – (70,552,815)
Treasury shares issued for vested stock awards in 2021 – – 20,210,060
(c) Weighted average number of treasury shares (175,193,500) (174,703,963) (123,594,080)
(d) Weighted average number of issued shares, net of treasury
shares [(b)+(c)] 10,994,108,835 10,858,294,262 10,909,404,145
Unvested stock awards at beginning of year 25,267,313 30,731,987 48,366,781
Weighted average number of:
Stock awards granted in 2023 24,940,355 – –
Stock awards granted in 2022 – 24,182,785 –
(e) Weighted average number of stock awards granted 50,207,668 54,914,772 48,366,781
Basic earnings (loss) per share (a)/(d) = 0.867
P =0.476
P (P
=0.387)
Diluted earnings (loss) per share (a)/[(d)+(e)] = 0.863
P =0.474
P (P
=0.385)

For the year ended December 31, 2023 and 2022, 50,207,668 and 54,914,772 stock awards granted,
respectively, were excluded from the computation of diluted earnings per share as its effect would
have been anti-dilutive.

22. Note to Consolidated Statements of Cash Flows

The Group had no material non-cash investing nor non-cash financing activity-related transactions for
the years ended December 31, 2023, 2022 and 2021, except for the following:

a. The Group recognized share-based payment accruals amounting to = P231.6 million,

=132.9 million and =
P P146.2 million in 2023, 2022 and 2021, respectively (see Note 14).

b. Treasury shares were reissued for vested stock awards amounting to =

P220.4 million,
=109.7 million and =
P P291.4 million in 2023, 2022 and 2021, respectively (see Note 14).

c. In 2023, 2022 and 2021, the Group recognized additional right-of-use assets amounting to
nil, =
P29.6 million and nil (see Note 8).

d. Property and equipment has noncash movement, which pertains to depreciation (see Notes 8, 9,
16, and 17) and unpaid balance of additions, amounting to P
=3,418.3 million, =
P3,213.7 million,
and =P3,463.7 million in 2023, 2022 and 2021, respectively.

e. In 2023, the =
P1.0 billion deposit for future stock subscription was reclassified to the
“Receivables” account in the consolidated statement of financial position after the termination of
the Term Sheet relating to the proposed investment of Bloomberry into Lapulapu Leisure, Inc.
and Clarke Grand Leisure Corp (see Notes 1 and 5).

f. In December 2023, the Group’s advances to ACTSI and FAMI amounting to = P383.3 million and
=108.1 million, respectively, were converted to equity thus resulting in the Group’s 49%
P
effective ownership in ACTSI and FAMI.

The changes in the Group’s liabilities arising from financing activities are as follows:

Additions/
January 1, Issuances/ Interest Capitalized December 31,
2023 Cash Flows Modifications Expense Interest 2023
Long-term debt = 91,335,220,126
P =
P3,166,090,722 =–
P P
= 273,111,643 P= 92,819,112 P
= 94,867,241,603
Lease liabilities 29,914,679 (19,097,250) – 1,771,477 – 12,588,906
Interest payable 1,050,702,091 (6,083,469,134) – 6,230,240,808 – 1,197,473,765
Total liabilities from
financing activities = 92,415,836,896
P (P
= 2,936,475,662) =– P
P = 6,505,123,928 P
= 92,819,111 P
= 96,077,304,274

*SGVFS187544*
 - 55 -

Additions/
January 1, Issuances/ Interest Capitalized December 31,
2022 Cash Flows Modifications Expense Interest 2022
Long-term debt =75,790,396,422
P P
=15,246,425,772 =–
P =
P235,196,627 P =63,201,306 P
=91,335,220,127
Lease liabilities 18,003,977 (17,667,315) 26,327,685 3,250,332 – 29,914,679
Interest payable 960,010,713 (5,440,456,244) – 5,527,897,290 – 1,050,702,091
Total liabilities from financing
activities =76,768,411,112
P =9,788,302,213
P =26,327,685 P
P =5,766,344,249 P
=63,201,306 =92,415,836,896
P

Additions/
January 1, Issuances/ Interest Capitalized Translation December 31,
2021 Cash Flows Modifications Expense Interest Adjustment 2021
Long-term debt =68,559,293,732 P
P =7,024,011,906 =–
P =
P161,481,834 P
=45,608,950 =– P
P =75,790,396,422
Lease liabilities 36,510,424 (20,557,814) (298,942) 2,312,761 – 37,548 18,003,977
Interest payable 977,684,506 (5,183,577,168) – 5,163,590,614 – – 960,010,713
Total liabilities from
financing activities =69,573,488,662 P
P =1,819,876,924 (P
=298,942) P
=5,327,385,209 =45,608,950
P =37,548 P
P =76,768,411,112

23. Segment Information

For management purposes, the Group is organized into two geographical segments (i.e., Philippines and
Korea). Both segments derive its revenues from operating a casino-hotel business.

The Group operates in two geographical areas where it derives its revenue. Management monitors the
operating results of its geographical segments separately for making decisions about resource allocation
and performance assessment. The Group evaluates segment performance based on contributions to
EBITDA, which is not a measure of operating performance or liquidity defined by PFRS and may not be
comparable to similarly titled measures presented by other entities. The Group’s EBITDA is computed
as the Group’s consolidated net income/loss before interest expense, provision for/benefit from income
tax, net foreign exchange gains/losses, share in net loss of a joint venture, mark-to-market gain/loss,
depreciation and amortization and non-recurring expenses.

*SGVFS187544*
 - 56 -

The results of the Group’s reportable geographical segments for the years ended December 31, 2023 and 2022 are as follows:
Philippines Korea Eliminations Consolidated
2023 2022 2021 2023 2022 2021 2023 2022 2021 2023 2022 2021
Consolidated EBITDA = 19,652,226,173 P
P =14,727,762,492 =P5,571,225,707 (P=326,731,108) (P =415,320,709) (P =357,299,676) =–
P =–
P – P= 19,325,495,065 P
=14,312,441,780 =
P5,213,656,021
Depreciation and amortization (see Note 16) (3,172,981,644) (3,379,907,015) (3,359,475,830) (131,298,236) (130,530,399) (134,193,280) – – – (3,304,279,880) (3,510,437,414) (3,493,669,110)
Interest expense (see Note 16) (6,522,784,163) (5,781,938,580) (5,342,379,712) (50,059,053) (56,729,698) (59,551,090) 50,059,053 56,729,698 59,551,090 (6,522,784,163) (5,781,938,580) (5,342,379,712)
Foreign exchange gains (losses) - net (see Note 20) (288,825,577) 936,209,211 777,665,276 (164,218,149) (579,541,320) (823,789,135) 235,086,515 (235,707,427) 250,195,204 (217,957,211) 120,960,464 204,071,345
Impairment loss (see Note 9) – – – – – (821,986,928) – – – – – (821,986,928)
Other income (expenses) (see Note 16) (166,715,394) – (7,963,008) 368,371,759 – – – – – 201,656,365 – (7,693,008)
Benefit from (provision for) income tax
(see Note 19) (2,051,802) 580,919 9,094,357 41,352,003 573,403 (10,459,262) – – – 39,300,201 1,154,322 (1,364,905)
Consolidated net income (loss) = 9,498,867,593 P
P =6,502,707,027 (P
=2,351,833,210) (P
=262,582,784) (P
=1,181,548,723) (P
=2,207,279,371) = 285,145,568 (P
P =178,977,729) =309,746,294 P
P = 9,521,430,377 P
=5,142,180,575 (P
=4,249,366,287)

Philippines Korea Eliminations Consolidated

2023 2022 2021 2023 2022 2021 2023 2022 2021 2023 2022 2021
Revenue = 47,463,665,038 P
P =38,714,390,532 P=21,910,039,210 = 380,942,196
P =39,811,782
P =1,779,246
P = 49,950,982
P =53,590,003
P =59,355,308 P
P = 47,894,558,216 P
=38,807,792,317 P
=21,971,173,764
Operating costs and expenses (31,523,135,601) (27,538,205,018) (19,801,288,527) (843,555,512) (585,697,636) (493,577,998) – – – (32,366,691,113) (28,123,902,654)(20,294,866,525)
Other income (expenses):
Interest expense (6,522,784,163) (5,781,938,580) (5,342,379,712) (50,059,053) (56,729,698) (59,551,090) 50,059,053 56,729,698 59,551,090 (6,522,784,163) (5,781,938,580) (5,342,379,712)
Foreign exchange gains (losses) - net (288,825,577) 936,209,211 777,665,276 (164,218,149) (579,541,320) (823,789,135) 235,086,515 (235,707,422) 250,195,204 (217,957,211) 120,960,469 204,071,345
Interest income 538,715,092 171,669,966 102,999,194 4,583,972 34,743 35,796 (49,950,982) (53,590,003) (59,355,308) 493,348,082 118,114,706 43,679,682
Impairment loss (see Note 9) – – – – – (821,986,928) – – – – – (821,986,928)
Other income (expenses) (166,715,394) – (7,693,008) 368,371,759 – – – – – 201,656,365 – (7,693,008)
Benefit from (provision for) income tax (2,051,802) 580,919 9,094,357 41,352,003 573,403 (10,459,262) – – – 39,300,201 1,154,322 (1,364,905)
Consolidated net income (loss) = 9,498,867,593 P
P =6,502,707,030 (P
=2,351,563,210) (P
=262,582,784) (P
=1,181,548,726) (P
=2,207,549,371) = 285,145,568 (P
P =178,977,724) =309,746,294 P
P = 9,521,430,377 =P5,142,180,580 (P
=4,249,366,287)

The assets and liabilities of the Group’s reportable geographical segments as of December 31, 2023 and 2022 are as follows:
Philippines Korea Total Eliminations Consolidated
2023 2022 2023 2022 2023 2022 2023 2022 2023 2022
Assets:
Segment assets = 373,346,856,028
P =342,402,235,598
P = 5,275,495,919
P =5,305,813,656
P = 378,622,351,947
P =347,708,049,254
P (P
=218,452,475,795) (P
=206,582,450,409) = 160,169,876,152
P =141,125,598,847
P
Deferred tax assets - net – – – – – – – – – –
Total assets = 373,346,856,028
P =342,402,235,598
P = 5,275,495,919
P =5,305,813,656
P = 378,622,351,947
P =347,708,049,254
P (P
=218,452,475,795) (P
=206,582,450,409) = 160,169,876,152
P =141,125,598,847
P

Liabilities:
Segment liabilities = 155,747,732,069
P =140,502,361,464
P = 10,410,607,864
P =10,276,613,948
P = 166,158,339,933
P =150,778,975,412
P (P
=54,341,517,009) (P
=42,975,191,358) = 111,816,822,924
P =107,803,784,054
P
Deferred tax liabilities - net 21,565,463 44,343,986 43,579,490 87,383,894 65,144,953 131,727,880 31,602,960 34,988,991 96,747,913 166,716,871
Total liabilities = 155,769,297,532
P =140,546,705,450
P = 10,454,187,354
P =10,363,997,842
P = 166,223,484,886
P =150,910,703,292
P (P
=54,309,914,049) (P
=42,940,202,367) = 111,913,570,837
P =107,970,500,925
P

*SGVFS187544*
 SyCip Gorres Velayo & Co. Tel: (632) 8891 0307
6760 Ayala Avenue Fax: (632) 8819 0872
1226 Makati City ey.com/ph
Philippines

INDEPENDENT AUDITOR’S REPORT

ON SUPPLEMENTARY SCHEDULES

The Stockholders and the Board of Directors

Bloomberry Resorts Corporation
The Executive Offices, Solaire Resort & Casino
1 Asean Avenue, Entertainment City, Tambo
Parañaque City

We have audited in accordance with Philippine Standards on Auditing, the consolidated financial
statements of Bloomberry Resorts Corporation and its subsidiaries (the Group) as at December 31, 2023
and 2022, and for each of the three years in the period ended December 31, 2023, and have issued our
report thereon dated March 1, 2024. Our audits were made for the purpose of forming an opinion on the
basic consolidated financial statements taken as a whole. The schedules listed in the Index to the
Supplementary Schedules are the responsibility of the Group’s management. These schedules are
presented for purposes of complying with the Revised Securities Regulation Code Rule 68, and are not
part of the basic consolidated financial statements. These schedules have been subjected to the auditing
procedures applied in the audit of the basic consolidated financial statements and, in our opinion, fairly
state, in all material respects, the information required to be set forth therein in relation to the basic
consolidated financial statements taken as a whole.

SYCIP GORRES VELAYO & CO.

Maria Pilar B. Hernandez

Partner
CPA Certificate No. 105007
Tax Identification No. 214-318-972
BOA/PRC Reg. No. 0001, August 25, 2021, valid until April 15, 2024
BIR Accreditation No. 08-001998-116-2022, January 20, 2022, valid until January 19, 2025
PTR No. 10079946, January 5, 2024, Makati City

March 1, 2024

*SGVFS187544*
A member firm of Ernst & Young Global Limited
 SyCip Gorres Velayo & Co. Tel: (632) 8891 0307
6760 Ayala Avenue Fax: (632) 8819 0872
1226 Makati City ey.com/ph
Philippines

INDEPENDENT AUDITOR’S REPORT

ON THE SCHEDULE OF RECONCILIATION
OF RETAINED EARNINGS AVAILABLE
FOR DIVIDEND DECLARATION

The Stockholders and the Board of Directors

Bloomberry Resorts Corporation
The Executive Offices, Solaire Resort & Casino
1 Asean Avenue, Entertainment City, Tambo
Parañaque City

We have audited in accordance with Philippine Standards on Auditing, the consolidated financial
statements of Bloomberry Resorts Corporation and its subsidiaries (the Group) as at December 31, 2023
and 2022, and for each of the three years in the period ended December 31, 2023, and have issued our
report thereon dated March 1, 2024. Our audits were made for the purpose of forming an opinion on the
basic consolidated financial statements taken as a whole. The accompanying Schedule of Reconciliation
of Retained Earnings Available for Dividend Declaration is the responsibility of the Company’s
management. This schedule is presented for purposes of complying with the Revised Securities
Regulation Code Rule 68, and is not part of the basic consolidated financial statements. This has been
subjected to the auditing procedures applied in the audit of the basic consolidated financial statements
and, in our opinion, fairly state, in all material respects, the financial information required to be set forth
therein in relation to the basic consolidated financial statements taken as a whole.

SYCIP GORRES VELAYO & CO.

Maria Pilar B. Hernandez

Partner
CPA Certificate No. 105007
Tax Identification No. 214-318-972
BOA/PRC Reg. No. 0001, August 25, 2021, valid until April 15, 2024
BIR Accreditation No. 08-001998-116-2022, January 20, 2022, valid until January 19, 2025
PTR No. 10079946, January 5, 2024, Makati City

March 1, 2024

*SGVFS187544*
A member firm of Ernst & Young Global Limited
BLOOMBERRY RESORTS CORPORATION AND SUBSIDIARIES
INDEX TO THE SUPPLEMENTARY SCHEDULES

1. Reconciliation of Retained Earnings Available for Dividend Declaration

2. Map Showing the Relationships Between and Among the Company and its Ultimate Parent
Company, Middle Parent, Subsidiaries or Co-subsidiaries, Associates, Wherever Located or
Registered

3. Supplementary Schedules Required by Annex 68-J

 Schedule A. Financial Assets
 Schedule B. Amounts Receivable from Directors, Officers, Employees, Related Parties, and
Principal Stockholders (Other than Related Parties)
 Schedule C. Amounts Receivable from Related Parties which are Eliminated During the
Consolidation of Financial Statements
 Schedule D. Long-term Debt
 Schedule E. Indebtedness to Related Parties
 Schedule F. Guarantees of Securities of Other Issuers
 Schedule G. Capital Stock
 Reconciliation of Retained Earnings Available for Dividend Declaration
For the reporting period ended December 31, 2023

Bloomberry Resorts Corporation and Subsidiaries

The Executive Offices, Solaire Resort & Casino,
1 Asean Avenue, Entertainment City, Tambo, Paranaque City

Unappropriated Retained Earnings, beginning of reporting

period P
=3,309,731,501
Add: Category A: Items that are directly credited to
Unappropriated Retained Earnings
Reversal of Retained Earnings Appropriation/s –
Effect of restatement or prior period adjustments –
Others (describe nature) – –
Less: Category B: Items that are directly debited to
Unappropriated Retained Earnings
Dividend declaration during the reporting period –
Retained Earnings appropriated during the reporting period –
Effect of restatements or prior-period adjustments –
Treasury shares (1,191,685,067)
Recognized deferred tax assets in prior year (464,808,685) (1,656,493,752)
Unappropriated Retained Earnings, as adjusted 1,653,237,749
Add/Less: Net Income (loss) for the current year (891,170,044)
Less: Category C.1: Unrealized income recognized in the profit
or loss during the reporting period (net of tax)
Equity in net income of associate/joint venture, net of dividends
declared –
Unrealized foreign exchange gain, except those attributable to
cash and cash equivalents –
Unrealized fair value adjustment (mark-to-market gains) of
financial instruments at fair value through profit or loss
(FVTPL) –
Unrealized fair value gain of Investment Property –
Other unrealized gains or adjustments to the retained earnings as
a result of certain transactions accounted for under the PFRS
(describe nature) –
Sub-total –
Add: Category C.2: Unrealized income recognized in the profit
or loss in prior reporting periods but realized in the current
reporting period (net of tax)
Realized foreign exchange gain, except those attributable to
Cash and cash equivalents –
Realized fair value adjustment (mark-to-market gains) of
financial instruments at fair value through profit or loss
(FVTPL) –
Realized fair value gain of Investment Property –
Other realized gains or adjustment to the retained earnings as a
result of certain transactions accounted for under the PFRS
(describe nature) –
Sub-total –
 -2-

Add: Category C.3: Unrealized income recognized in profit or

loss in prior periods but reversed in the current reporting period
(net of tax)
Reversal of previously recorded foreign exchange gain, except
those attributable to cash and cash equivalents =–
P
Reversal of previously recorded fair value adjustment (mark-to-
market gains) of financial instruments at fair value through
profit or loss (FVTPL) –
Reversal of previously recorded fair value gain of Investment
Property –
Reversal of other unrealized gains or adjustments to the retained
earnings as a result of certain transactions accounted for under
the PFRS, previously recorded (describe nature) –
Sub-total –
Adjusted Net Income/Loss (891,170,044)
Add: Category D:Non-actual losses recognized in profit or loss
during the reporting period (net of tax)
Depreciation on revaluation increment (after tax) –
Subtotal –
Add/Less: Category E: Adjustments related to relief granted by
the SEC and BSP
Amortization of the effect of reporting relief –
Total amount of reporting relief granted during the year –
Others –
Sub-total –
Add/Less: Category F: Other items that should be excluded
from the determination of the amount of available for dividends
distribution
Net movement of treasury shares (except for reacquisition of
redeemable shares) 220,389,052
Net movement of deferred tax assets not considered in the 74,238,775
reconciling items under the previous categories
Net movement of deferred tax asset and deferred tax liabilities
related to same transaction, e.g., set up of right of use of asset
and lease liability, set-up of asset and asset retirement
obligation, and set-up of service concession asset and concession
payable –
Adjustment due to deviation from PFRS/GAAP – gain (loss) –
Others (describe nature) –
Sub-total 294,627,827
Total Retained Earnings, end of the reporting period available
for dividend P
=1,056,695,532
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY SCHEDULES

Consolidated Financial Statements Page Number

Statement of Management’s Responsibility for Consolidated Financial F1
Statements
Report of Independent Auditors F2
Consolidated Statements of Financial Position as of F3
December 31, 2023 and 2022
Consolidated Statements of Comprehensive Income for the Years F4
Ended December 31, 2023, 2022 and 2021
Consolidated Statements of Changes in Equity for the Years Ended F5
December 31, 2023, 2022 and 2021
Consolidated Statements of Cash Flows for the Years Ended F6
December 31, 2023, 2022 and 2021
Notes to Consolidated Financial Statements F7

Supplementary Schedules
Report of Independent Auditors on Supplementary Schedules
A. Financial Assets S1
B. Amounts Receivable from Directors, Officers, Employees, Related
Parties and Principal Stockholders (Other than Related Parties) S2
C. Amounts Receivable from Related Parties which are eliminated during
the Consolidation of Financial Statements S3
D. Long-term Debt S4
E. Indebtedness to Affiliates and Related Parties (Long-term Loans from
Related Companies) S5
F. Guarantees of Securities of Other Issuers S6
G. Capital Stock S7
H. Reconciliation of Retained Earnings Available for Dividend S8
Declaration
I. Map of Relationships S10
J. Financial Soundness Indicators S1

69
BLOOMBERRY RESORTS CORPORATION
Schedule A. Financial Assets
December 31, 2023

Name of Issuing Number of Shares or Amount Shown in the Value Based on Unrealized mark-
Name of Issuing Entity and Entity and Principal Amount of Balance Sheet Market Quotations at to-market gain
Description of Each Issue Association of Each Bonds and Notes Balance Sheet Date
Issue

Not Applicable

S1
BLOOMBERRY RESORTS CORPORATION
Schedule B. Amounts Receivable from Directors, Officers, Employees, Related Parties and Principal Stockholders (Other than Related Parties)
For the Year Ended December 31, 2023

Deductions
Amount Amount
Name and Designation of Debtor Beginning Additions Collected Written-Off Others Current Non-current Ending Balance
Balance
Bloomberry Resorts Corporation P31,653,507 P6,039,958 (P3,421,899) P- P- P34,271,566 P- P34,271,566
Sureste Properties, Inc. - - -
26,319,942 64,620,688
(62,952,878) 27,987,751 27,987,751
Bloomberry Resorts and Hotels Inc. - - -
43,026,269 83,146,459
(85,862,977) 40,309,750 40,309,750
P100,999,718 P153,807,105 (P152,237,754) P- P- P102,569,067 - P102,569,067

S2
BLOOMBERRY RESORTS CORPORATION
Schedule C. Amounts of Receivable from Related Parties, which are Eliminated During the Consolidation of Financial Statements
For the Year Ended December 31, 2023

Deductions
Amount Amount
Name and Designation of Beginning Balance Additions Collected Written-Off Others Current Non-current Ending Balance
Debtor
Solaire Korea Co., Ltd. P6,091,426,719 P209,736,908 P- P- (P41,351,512) P93,031,812 P6,166,780,303 P6,259,812,115
G&L Co., Ltd. 3,660,560,867 30,928,422 - - (25,379,284) 118,014,498 3,548,095,507 3,666,110,005
Bloomberry Capital B.V. 11,388,934 - - - (22,305) 11,366,629 - 11,366,629
P9,763,376,520 P240,665,330 P P (P66,753,101) P222,412,939 P9,714,875,810 P9,937,288,749

S3
BLOOMBERRY RESORTS CORPORATION
Schedule D. Long-term Debt
December 31, 2023

Amount
Authorized by Amount Shown Amount Shown as
Name of Issuer and Type of Obligation Indenture as Current Long-term Remarks
BRHI - Philippine peso-denominated term loans 60,637,500,000 5,512,500,000 55,125,000,000 See Note 11 to the Audited
BRHI - Philippine peso-denominated term loans 17,600,000,000 3,600,000,000 14,000,000,000 Consolidated Financial Statements
BRHI - Philippine peso-denominated term loans 12,303,550,345 - 12,303,550,345
Sureste - Philippine peso-denominated term loans 5,923,931,647 - 5,923,931,647
96,464,981,992 9,112,500,000 87,352,481,992
Less: Unamortized Debt Issue Cost (1,597,740,389) (258,279,068) (1,339,461,321)
P94,867,241,603 P8,854,220,932 P86,013,020,671

S4
BLOOMBERRY RESORTS CORPORATION
Schedule E. Indebtedness to Related Parties (Long-term Loans from Related Companies)
December 31, 2023

Beginning Ending
Name of Related Party Balance Balance

NONE

S5
BLOOMBERRY RESORTS CORPORATION
Schedule F. Guarantees of Securities of Other Issuers
December 31, 2023

Title of Issue of Amount Owned

Each Class of Total Amount by the Company
Name of Issuing Entity of Securities Guaranteed by Securities Guaranteed and for which
the Company for which Statement is Filed Guaranteed Outstanding Statement is Filed Nature of Guarantee

NONE

S6
BLOOMBERRY RESORTS CORPORATION
Schedule G. Capital Stock
December 31, 2023

Number of Share Number of Shares Held By

Reserved for
Options,
Number of Number of Warrants,
Shares Shares Issued Conversions and Parent and Directors, Officers
Title of Issue Authorized and Outstanding Other Rights Affiliates and Employees Others

Shares 15,000,000,000 11,430,368,194* - 7,082,156,500 99,654,732 4,248,556,962

*Net of treasury shares.

S7
BLOOMBERRY RESORTS CORPORATION
Schedule H. Reconciliation of Retained Earnings Available for Dividend Declaration
December 31, 2023

Unappropriated Retained Earnings, beginning of reporting

period P
= 3,309,731,501
Add: Category A: Items that are directly credited to
Unappropriated Retained Earnings
Reversal of Retained Earnings Appropriation/s –
Effect of restatement or prior period adjustments –
Others (describe nature) – –
Less: Category B: Items that are directly debited to
Unappropriated Retained Earnings
Dividend declaration during the reporting period –
Retained Earnings appropriated during the reporting period –
Effect of restatements or prior-period adjustments –
Treasury shares (1,191,685,067)
Recognized deferred tax assets in prior year (464,808,685) (1,656,493,752)
Unappropriated Retained Earnings, as adjusted 1,653,237,749

Add/Less: Net Income (loss) for the current year (891,170,044)

Less: Category C.1: Unrealized income recognized in the profit
or loss during the reporting period (net of tax)
Equity in net income of associate/joint venture, net of dividends
declared –
Unrealized foreign exchange gain, except those attributable to
cash and cash equivalents –
Unrealized fair value adjustment (mark-to-market gains) of
financial instruments at fair value through profit or loss (FVTPL) –
Unrealized fair value gain of Investment Property –
Other unrealized gains or adjustments to the retained earnings
as a result of certain transactions accounted for under the PFRS
(describe nature) –
Sub-total –

Add: Category C.2: Unrealized income recognized in the profit

or loss in prior reporting periods but realized in the current
reporting period (net of tax)
Realized foreign exchange gain, except those attributable to
Cash and cash equivalents –
Realized fair value adjustment (mark-to-market gains) of
financial instruments at fair value through profit or loss (FVTPL) –
Realized fair value gain of Investment Property –
Other realized gains or adjustment to the retained earnings as a
result of certain transactions accounted for under the PFRS
(describe nature) –
Sub-total –
Add: Category C.3: Unrealized income recognized in profit or
loss in prior periods but reversed in the current reporting
period (net of tax)
Reversal of previously recorded foreign exchange gain, except
those attributable to cash and cash equivalents –
Reversal of previously recorded fair value adjustment (mark-to-
market gains) of financial instruments at fair value through profit
or loss (FVTPL) –
S8
 Reversal of previously recorded fair value gain of Investment
Property –
Reversal of other unrealized gains or adjustments to the
retained earnings as a result of certain transactions accounted
for under the PFRS, previously recorded (describe nature) –
Sub-total –
Adjusted Net Income/Loss (891,170,044)

Add: Category D:Non-actual losses recognized in profit or loss

during the reporting period (net of tax)
Depreciation on revaluation increment (after tax) –
Subtotal –

Add/Less: Category E: Adjustments related to relief granted by

the SEC and BSP
Amortization of the effect of reporting relief –
Total amount of reporting relief granted during the year –
Others –
Sub-total –

Add/Less: Category F: Other items that should be excluded

from the determination of the amount of available for dividends
distribution
Net movement of treasury shares (except for reacquisition of
redeemable shares) 220,389,052
Net movement of deferred tax assets not considered in the 74,238,775
reconciling items under the previous categories
Net movement of deferred tax asset and deferred tax liabilities
related to same transaction, e.g., set up of right of use of asset
and lease liability, set-up of asset and asset retirement
obligation, and set-up of service concession asset and
concession payable –
Adjustment due to deviation from PFRS/GAAP – gain (loss) –
Others (describe nature) –
Sub-total 294,627,827
Total Retained Earnings, end of the reporting period available
for dividend P
= 1,056,695,532

9
BLOOMBERRY RESORTS CORPORATION
Schedule I. Map of Relationships
December 31, 2023

S10
 SyCip Gorres Velayo & Co. Tel: (632) 8891 0307
6760 Ayala Avenue Fax: (632) 8819 0872
1226 Makati City ey.com/ph
Philippines

INDEPENDENT AUDITOR’S REPORT ON

COMPONENTS OF FINANCIAL SOUNDNESS INDICATORS

The Stockholders and the Board of Directors

Bloomberry Resorts Corporation
The Executive Offices, Solaire Resort & Casino
1 Asean Avenue, Entertainment City, Tambo
Parañaque City

We have audited in accordance with Philippine Standards on Auditing, the consolidated financial
statements of Bloomberry Resorts Corporation and its subsidiaries (the Group) as at December 31, 2023
and 2022 and for each of the three years in the period ended December 31, 2023, and have issued our
report thereon dated March 1, 2024. Our audits were made for the purpose of forming an opinion on the
basic consolidated financial statements taken as a whole. The Supplementary Schedule on Financial
Soundness Indicators, including their definitions, formulas, calculation, and their appropriateness or
usefulness to the intended users, are the responsibility of the Group’s management. These financial
soundness indicators are not measures of operating performance defined by Philippine Financial
Reporting Standards (PFRSs) and may not be comparable to similarly titled measures presented by other
companies. This schedule is presented for the purpose of complying with the Revised Securities
Regulation Code Rule 68 issued by the Securities and Exchange Commission, and is not a required part
of the basic consolidated financial statements prepared in accordance with PFRSs. The components of
these financial soundness indicators have been traced to the Group’s consolidated financial statements as
at December 31, 2023 and 2022 and for each of the three years in the period ended December 31, 2023
and no material exceptions were noted.

SYCIP GORRES VELAYO & CO.

Maria Pilar B. Hernandez

Partner
CPA Certificate No. 105007
Tax Identification No. 214-318-972
BOA/PRC Reg. No. 0001, August 25, 2021, valid until April 15, 2024
BIR Accreditation No. 08-001998-116-2022, January 20, 2022, valid until January 19, 2025
PTR No. 10079946, January 5, 2024, Makati City

March 1, 2024

*SGVFS187544*
A member firm of Ernst & Young Global Limited
BLOOMBERRY RESORTS CORPORATION
Schedule J. Financial Soundness Indicators
December 31, 2023

Ratio Formula Current Prior Year

Year
Current ratio Current Assets/Current Liabilities 1.85 1.99

Quick ratio Liquid Assets*/Current Liabilities 1.77 1.92

Solvency ratios Total Assets/Total Liabilities 1.43 1.31

Debt ratio Total Debt/Total Assets 0.70 0.77

Debt-to-equity ratio Total Liabilities/Total Equity 2.32 3.26

Interest Coverage Earnings Before Interest and Taxes (EBIT) / Interest Charges 2.45 1.89

Asset-to-equity ratio Total Assets/Total Equity 3.32 4.26

Net Profit Margin Net Profit / Sales 19.7% 13.2%

Return on assets Net Income/Total Assets 5.9% 3.6%

Return on Equity Net Income / Total Stockholders' Equity 19.7% 15.5%

Price/Earnings Ratio Price Per Share / Earnings Per Common Share 11.4 16.1

* Cash and cash equivalents plus receivables

S11
 Annex: Sustainability Reporting

Bloomberry Resorts Corporation (PSE Ticker: BLOOM, hereinafter “Bloomberry” or the “Company”) first
published its Sustainability Report (SR) in 2023 in compliance the issuance of the Securities and Exchange
Commission (SEC) Memorandum Circular No. 04-2019 (the “MC”). The Company issued its SR in 2019 as an
Annex to its SEC Form 17-A using the reporting template of the MC and subsequently issued a full report using
the Global Reporting Initiative’s (GRI) Sustainability Reporting Standards. A copy of the Company’s SR can be
accessed on its official website:
https://bloomberry.ph/sustainability

The Company indicated below the portions of its SR which address the major portions of the Reporting
Template for the SEC’s and its stockholders’ easy reference.

SEC Reporting Template Section Solaire Sustainability Report 2023

Materiality Process Sustainability for Solaire
Economic Creating Value to the Society and Good Governance
Environment Protecting the Environment
Social Valuing our Customers and The Solaire Team
United Nations Sustainable Beyond Business as Usual: Solaire and the U.N. SDGs
Development Goals