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Preliminary statement of results for 2013

18 Mar 2014 07:00

RNS Number : 5166C
AFI Development PLC
18 March 2014
 



 

 

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION

IN OR INTO THE RUSSIAN FEDERATION, THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN

 

 

18 March 2014

 

AFI DEVELOPMENT PLC

("AFI DEVELOPMENT" OR "THE COMPANY")PRELIMINARY STATEMENT OF RESULTS FOR THE YEAR ENDED 31 DECEMBER 2013Over US$100 million in net profit for 2013

 

 

AFI Development, a leading real estate company focused on developing property in Russia, has today announced its preliminary audited financial results for the year ended 31 December 2013.

 

Financial highlights:

· Revenues for 2013, including net proceeds from the sale of trading properties, up 61% year-on-year to US$202.3 million driven by higher rental income and the completion of sale of 643 parking spaces at AFIMALL City to VTB Bank JSC:

- Rental income and income from hotel operations increased by 24% year-on-year to US$144.7 million (compared to US$117.1 million for 2012)

- AFIMALL City contribution amounted to US$104.1 million (compared to US$81.4 million for 2012), 28% increase year-on-year

- Completion of the first phase of sale of 643 spaces at AFIMALL parking for US$54.5 million in Q2 2013

· Net profit for 2013 reached US$103.9 million versus net loss of US$275.5 million in 2012

· Gross profit for 2013 up by 29% year-on-year to US$76.3 million on stronger revenues, mainly attributed to AFIMALL City and sale of parking at the Mall

· Strong cash position with US$203.3 million in cash, cash equivalents and marketable securities as at 31 December 2013, compared to US$174.8 million as at 31 December 2012

- Increase in cash balance mainly attributed to sale of Building 1 at Aquamarine III

· Slight increase in Gross Asset Value to US$2.4 billion as at 31 December 2013 (compared to US$2.1 million as at 31 December 2012)

· Saving in interest expense of about US$5.0 million (annualised) resulting from more favourable terms on AFIMALL City loan

- Interest rate on the US Dollar portion of the AFIMALL City loan reduced from 3 months LIBOR+6.7% to 3 months LIBOR+5.02% in September 2013

 

Operational Highlights:

· Successful disposal of Building 1 at Aquamarine III to diamond miner Alrosa

· Construction at Odinburg launched and sales of apartments in the first phase initiated

· AFIMALL City retained its standing as one of Europe's leading retail developments throughout 2013

- NOI reached US$69 million, 43% increase compared to 2012

- Average daily footfall in December 2013 up 45% year-on-year

- New metro station "Delovoy Tsentr" completed and now open for public use, providing direct access to AFIMALL City

· A 6-year land lease agreement signed for further development and construction at Paveletskaya resulting in approximately US$81.0 million gross valuation gain

· Continued progress at Tverskaya Plaza Ic with design concept and pre-construction works finalised

 

Commenting on today's announcement, Lev Leviev, Executive Chairman of AFI Development, said:

 

"Our results for 2013 are largely marked by the successful disposal of completed property and the progress made in development projects. The sale of Building 1 in Aquamarine III to Russian diamond miner Alrosa was the result of a successful marketing strategy, while the start of construction and sales in Odinburg demonstrate our steady commitment to continue large scale urban projects. In addition, AFIMALL City, our key yielding project, showed a steady increase in footfall, supported by marketing initiatives and the opening of an additional metro station "Delovoy Tsentr" which provides direct access to The Mall.

 

We have had a strong start to 2014, and look ahead to the rest of the year with confidence. Despite a slowdown in Russia's overall economic growth during 2013, retail trade and the consumer market has recorded above average growth and we expect this to have a positive impact on footfall at AFIMALL City during 2014. We also look forward to progressing with our new developments and will continue to seek opportunities for AFI Development to increase its cash flow and to enhance its position in the Moscow real estate market".

 

 

FY 2013 Results Conference Call

 

AFI Development will hold a conference call for analysts and investors to discuss its full year 2013 results, following their publication.

 

The details for the conference call are as follows:

 

Date:

Wednesday, 19 March 2014

Time:

14:30 GMT (18:30 Moscow)

 

Dial-in Tel:

International:

UK toll free:

US toll-free:

Russia toll-free:

+44 (0) 20 3003 2666

 0808 109 0700

 1 866 966 5335

 8 10 8002 4902044

 

Please dial in 5/10 minutes prior to the commencement time giving your name, company and stating that you are dialling into the AFI Development conference call quoting the reference AFI.

 

For further information, please contact:

 

AFI Development +7 495 796 9988

Ilya KutnovEkaterina Shubina

 

Citigate Dewe Rogerson, London +44 20 7638 9571

David Westover

Sandra NovakovShelly Chadda

 

 

About AFI Development

 

AFI Development is one of the leading real estate development companies operating in Russia. Established in 2001, AFI Development is a publicly traded subsidiary of Africa Israel Investments Ltd.

 

AFI Development is listed on the Main Market of the London Stock Exchange and aims to deliver shareholder value through a commitment to innovation and continuous project development, coupled with the highest standards of design, construction, and quality of customer service.

 

AFI Development focuses on developing and redeveloping high quality commercial and residential real estate assets across Russia, with Moscow being its main market. The Company's existing portfolio comprises commercial projects focused on offices, shopping centres, hotels and mixed-use properties, and residential projects. AFI Development's strategy is to sell the residential properties it develops and to either lease the commercial properties or sell them for a favourable return.

 

AFI Development is a leading force in urban regeneration, breathing new life into city squares and neighbourhoods and transforming congested and underdeveloped areas into thriving new communities. The Company's long-term, large-scale regeneration and city infrastructure projects establish the necessary groundwork for the successful launch of commercial and residential properties, providing a strong base for future.

 

 

Forward-looking Statements

This document and the documents following may contain certain "forward-looking statements" with respect to the Company's financial condition, results of operations and business, and certain of the Company's plans and objectives with respect to these items.

Forward-looking statements are sometimes, but not always, identified by their use of a date in the future or such words as "anticipates", "aims", "due", "could", "may", "should", "expects", "believes", "intends", "plans", "targets", "goal" or "estimates." By their very nature forward-looking statements are inherently unpredictable, speculative and involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future.

There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to, changes in the economies and markets in which the Company operates; changes in the regulatory and competition frameworks in which the Company operates; changes in the markets from which the Company raises finance; the impact of legal or other proceedings against or which affect the Company; and changes in interest and exchange rates.

Any written or verbal forward-looking statements, made in this document or made subsequently, which are attributable to the Company or persons acting on their behalf are expressly qualified in their entirety by the factors referred to above. The Company does not intend to update any forward-looking statements.

 

 

Chairman and Executive Director's Joint Statement

 

Our results for 2013 are largely marked by the successful disposal of completed property and the progress made in development projects. The sale of Building 1 in Aquamarine III to Russian diamond miner and producer Alrosa JSC was the result of successful marketing efforts and in line with overall management strategy. In addition to being a successful transaction, the disposal is a strong benchmark for the entire Aquamarine complex and should assist it in attracting other high quality tenants similar to Alrosa.

The beginning of construction and sales at one of our largest residential projectsentitled "Odinburg" has helped to demonstrate our steady commitment to continue large scale development projects. The development will include multi-functional infrastructure and we look forward to further progress on Odinburg throughout 2014.

Our other developments continued to show progress throughout 2013. A 6-year land lease agreement was signed at Paveletskaya for further development and construction resulting in a gross valuation of approximately US$81.0 million. At Kossinskaya, revised plans to convert the development into a centre for the wholesale trade of apparel and fashion were well under way, while Tverskaya saw continued progress at Plaza 1c with the design concept and pre-construction works finalised during 2013.

Our biggest yielding property, AFIMALL City, continues to improve with average daily footfall in December 2013 up 45% year-on-year, further cementing its position as one of Europe's largest retail developments in recent years. Footfall levels are expected to continue to improve throughout 2014 following the opening of the new "Delovoy Tsentr" metro station which provides direct access to The Mall. Additionally, in 2013 AFIMALL became home to several new brands including TSUM Discount, Marc O'Polo and Enter which have helped to further strengthen the attractiveness of the Mall and we expect continued marketing activities to further attract both retailers and customers to the Mall throughout 2014.

Despite a slowdown in Russia's overall economic growth during 2013 to 1.3%[1], retail trade and the consumer market recorded above average growth in real terms at 4.5% year-on-year. Boosted by continued volatility in the Eurozone, demand from international retailers looking to extend their presence in Moscow remained healthy, supporting stable retail vacancy rate and rental levels. The level of vacant space in Moscow's quality retail shopping malls reached record lows at 1% - 1.5% during 2013, whilst Moscow's prime retail indicator[2] stood at US$ 4,000 per sq.m. per annum (before VAT and other expenses).

The Moscow office market also remained stable throughout 2013 with average annual rental rates for prime office space at a level of US$1,200 per sq.m. (excluding VAT and operational expenses).

Revenues for 2013 increased by 61% year-on-year to US$202 million driven predominantly by strong rental income and the completion of the disposal transaction of 643 parking places to VTB Bank JSC. Consequently, AFI Development recorded a significant 29% year-on-year increase in gross profit to US$76.3 million. At the same time, cash and cash equivalents increased by 11% to US$193 million as at 31 December 2013.

As a result of improvement in operation activities and successful disposal of assets, net profit for 2013 reached US$103.9 million, compared to a net loss of US$275.5 million in 2012.

 

We believe that our strategy of focusing on high quality projects in Moscow area will generate both strong cash-flow and significant capital returns for our shareholders in future years. In 2014 we intend to further strengthen our financial performance through successful rental or disposals of completed projects, whilst advancing the progress of our new developments.

 

Management Update

 

As previously announced, on 1 March 2013, Mr Michalis Sarris, non-executive director, resigned from the Board of Directors following his appointment as Minister of Finance in the Cyprus government.

 

 

Valuation

 

As at 31 December 2013, based on the Cushman & Wakefield LLC ("C&W") independent appraisers' report, the value of AFI Development's portfolio of investment properties stood at US$1.6 billion, while the value of the portfolio of investment property under development stood at US$0.6 billion.

 

Consequently, the total value of the Company's assets, based predominantly on independent valuation as of 31 December 2013, was US$2.4 billion, compared to US$2.1 million as at 31 December 2012.

 

Key drivers of the slight increase in the portfolio valuation were as follows:

1. Purchase of the remaining 50% interest in the Ozerkovskaya III project from the Company's joint venture partner in Q1 2013

2. Sale of the Building 1 in Ozerkovskaya III project to "Alrosa" JSC in Q4 2013

3. Revaluation of the Paveletskaya Phase II project in Q3 2013 following signing of a new land lease agreement, amending the permitted use of land from industrial to the construction of residential and commercial premises

 

For additional information, please refer to the "Portfolio Valuation" section in the Management Discussion and Analysis (the "MD&A").

 

 

Liquidity

We completed 2013 with a strong liquidity position of approximately US$203.3 million of cash, cash equivalents and marketable securities on our balance sheet and a debt[3] to equity level of 47%. This strong position reflects the Company's ability to successfully balance liquidity requirements from a number of sources.

Our financing strategy aims to maximise the amount of debt financing for projects under construction while maintaining healthy loan-to-value levels. After delivery and commissioning, we aim to refinance the properties at more favourable terms, including longer amortisation periods, lower interest rates and higher principal balloon payments. Property rights and shares of property holding companies are mainly used as collateral for the debt. We strongly prefer, whenever possible, to use non-recourse project level financing.

For additional information, please refer to the "Liquidity" section of the MD&A.

Update on change in calculation of Russian property tax

 

Russian Federal Law No. 307-FZ dated 2 November 2013 introduced changes in property tax calculation for office and retail premises and properties owned by foreign legal entities that do not operate in Russia via representative offices. The law entered into force on 1 January 2014.

Prior to 2014, the property tax was calculated at 2.2% of the property book value posted on the owner's balance sheet. From 2014 the cadastral values for given premises (excluding underlying land) will be set as the basis for property tax payments. The tax rate will be determined by local (regional) authorities under Federal laws. The Moscow Government announced final tax schedule for properties in Moscow as follows: 0.9% (2014), 1.2% (2015), 1.5% (2016), 1.8% (2017), 2.0% (2018).

According to the Federal valuation standard No. 4 "the cadastral value is the market value established as a result of state cadastral valuation, which is determined by means of mass valuation, or, if the market value cannot be determined via mass methods, the market value determined individually for a particular property in accordance with the valuation legislation".

The Moscow Government has already performed a mass valuation for some of the properties, and according to the preliminary information that is available, there is likely a divergence between the appraised cadastral value and what market participants would consider market value (i.e. in some cases the new cadastral values are higher). However, according to the new legislation, the property owners involved have a legal right to contest and challenge the new cadastral values through the special committee or the court (if they believe that the new cadastral values are not in line with the market values of respective properties).

The Company has received cadastral value for several of its properties. Based on the new cadastral values, the Company may face significant (more than twofold) increase in property tax expense in 2014. The Company intends to challenge these cadastral values based on the fact that they do not reflect the existing market values of these properties. In case the legal challenge of the new cadastral values by the Company fails, it may have significant negative influence on the company results.

 

Key developments since financial year end

 

1) In February 2014, the Company subsidiary, Bellgate Construction Ltd. ("Bellgate") paid the last fourth instalment of RUR1,333 million (approx. US$37.5 million) to Moscow municipal organisation GUP "Tsentr City" for the underground parking premises at AFIMALL City. According to the agreement between Bellgate and GUP "Tsentr City", the purchase price had to be paid in four instalments. The amount was paid by using the last tranche of the VTB loan.

2) During February-March 2014 Russia got involved in a conflict with Ukraine over Crimea, following the change of regime in the Ukraine, while the steps undertaken by the Russian government in Crimea are viewed negatively by the United States and some EU states. The consequences of this conflict may have a negative effect on the Russian economy, however it cannot be quantified or predicted at the current stage of events.

3) During January - March 2014 the Russian Rouble depreciated by about 12% against US Dollar. This depreciation may have a negative effect on the Company equity.

Portfolio Update

 

AFIMALL City

During 2013, AFIMALL City reported a strong increase in footfall with a significant 45% increase year-on-year. In 2013, AFIMALL also became home to several new brands including TSUM Discount, Marc O'Polo and Enter. These factors have helped to further strengthen the attractiveness of AFIMALL for retailers and customers alike. Construction of the new metro station "Delovoy Tsentr" progressed throughout 2013 leading to completion in January 2014, when the station opened for public use. Like "Vystavochnaya" station, this new station provides direct access to AFIMALL City and will over the next two years become the main connecting point for a new line, which will link the densely populated residential districts Ramenky, Horoshevskiy, Savyolovsky and Maryina Roscha.

The development environment of Moscow City continues to be a strong driver for the future of AFIMALL. According to CBRE, about 70,000 sq.m.(GLA) of new office space was delivered in Moscow City during 2013. A few large lease contracts were signed in the Mercury, Federation, Naberezhnaya and Northern Towers, with the 14,000 sq.m. lease in the Mercury Tower by Norilsk Nikel being the largest. About 120,000 workforce are expected to work in the Moscow City area by the time all planned office has been constructed. The scheduled completion of the entire "Moscow City" area is planned for 2018.

AQUAMARINE III (OZERKOVSKAYA III)

In 2013, AFI Development completed a disposal of Building 1 of the four Class A buildings belonging to the Aquamarine III Business Centre, along with part of the underground premises to Russian diamond miner "Alrosa". The transacted area corresponded to approximately 11,994 sq.m. and the Company was paid the equivalent of US$91.5 million plus applicable Russian VAT in cash for the property.

Following the transaction, AFI Development retains title to the remaining three buildings of the complex, which have a combined GBA of 61,772 sq.m. and GLA of 46,247 sq.m.

HOTELS

AFI Development's hospitality portfolio, consisting of one Moscow city-hotel Aquamarine and two resorts in the Caucasus mineral waters region, Plaza Spa Kislovodsk and Plaza Spa Zheleznovodsk, continued to meet their operational targets during 2013.

 

TVERSKAYA PLAZA Ic

During 2013, AFI Development's activities in the Tverskaya area were focused on the Plaza Ic project. The Company continued to progress with the development of this Class A office complex by successfully finalising the design concept and pre-construction works. The start of construction is planned for H1 2014.

KOSSINSKAYA - EXPOLON

AFI Development has decided to revise its development plan for the Kossinskaya project by converting it into a centre for the wholesale trade of apparel and fashion. The space will allow producers and distributors to lease showrooms to exhibit their collections, while allowing buyers and owners of fashion shops to make procurement transactions. The revised development concept envisages rentable showroom space, an office zone, a food-court and a small hotel for the convenience of visitors. The Company is now in the process of performing capital repair works on the property. The work involves installation of additional lifts, escalators, construction of additional ventilation shafts, fit-out works and an increase in common space. The project will be operated under the marketing name of "Expolon".

 

ODINBURG

In October 2013, AFI Development began construction of one of its largest residential projects entitled "Odinburg". The development is planned to include multi-functional infrastructure comprising of two schools, two kindergartens, a medical centre and other facilities. In Q3 2013, construction works were launched and the Company began initial sales of the first phase of the development.

PAVELETSKAYA PHASE II

During 2013, AFI Development made significant progress in securing development rights for the Paveletskaya II project. In November 2013, the Company signed a 6-year land lease agreement with the Moscow City Government for further development and construction of the residential and commercial space at Paveletskaya which resulted in a gross valuation gain of approximately US$81.0 million (US$64.8 million net of taxation).

BOLSHAYA POCHTOVAYA

During 2013, AFI Development made significant progress in obtaining development rights for the Bolshaya Pochtovaya project. Currently, the Company is working on securing the land lease agreement to allow construction in accordance with the new development documentation as well as on the planning and design of the project.

 

Market Overview - General Moscow Real Estate

 

Macroeconomic environment

Despite a slowdown in Russia's overall economic growth during 2013 to 1.4%[4], retail trade and the consumer market recorded above average growth in real terms at 4.5% year-on-year.

At 0.5% of GDP, Russia's budget deficit was lower than originally planned. At the same time, inflation remained under control and largely unchanged year-on-year at 6.5%, whilst the country enjoyed close to full employment. Once again, oil prices continued to drive Russian budget revenues with the share of oil and gas revenues at 46.1% in 2013, against 50.2% in 2012. In the 2014-2016 budget, the Ministry of Finance set out its oil price estimates with US$93 per barrel of Urals forecast for 2014 and US$95 for 2015-2016.

In 2013, Russia had the third-highest foreign direct investment inflows in the world, supported by a number of recently adopted foreign investor friendly laws. High investment flows into Russia are expected to continue over the coming years.

The recent uncertainty related to the outcome of involvement of Russia in Crimea in the Ukraine may, however, have negative influence on the Russian economy in 2014.

[Source: Commercial Real Estate Report, JLL; Cushman & Wakefield Report; Ministry of Economic Development; Economist Intelligence Unit Report]

 

Moscow office market

Whilst the overall volume of project completions in 2013 increased by 57% year-on-year to 888,270 sq.m., only 25% of new office schemes met Class A requirements, with the majority classified as Class B. In addition, close to half of all new construction was located outside the Third Transportation Ring.

Driven by the considerable volume of new supply, the average vacancy rate increased slightly to 13.7%, whilst rental rates continued to grow by 7-12% year-on-year, subject to building class and location.

The average asking rental rate for Class A buildings amounted to US$870 while for Class B, the average asking rental rate was stable at US$530. Average annual rental rates for prime office space were at the level of US$1,200 per sq.m. (excluding VAT and on a triple net basis).

Looking to 2014, 70% of the announced pipeline is located outside of central Moscow, with overall completion volumes estimated at slightly below 2013 levels. Rental rates are expected to remain largely stable.

[Source: Moscow Office Market View Q4 2013, JLL; Marketbeat Office Snapshot Q4 2013, Cushman & Wakefield]

 

Moscow Retail Market

During 2013, the Russian market received 1.65 million sq.m. of new quality retail space, slightly below the completion volumes seen in 2012 (1.7 million). A total of 63 new retail complexes were constructed across 40 Russian cities, with 9 quality shopping centres totalling 231,850 sq.m. opening in Moscow.

Demand from international retailers looking to extend their presence in Moscow remained healthy, boosted by continued volatility in the Eurozone. With stock per 1,000 inhabitants at 306 sq.m. as at end-2013 - compared to 690 sq.m. in Warsaw and 627 sq.m. in Paris - Moscow's retail market penetration continues to offer significant growth opportunities.

Throughout 2013, the average vacancy rate and rental levels remained stable across all sub-sectors. The level of vacant space in quality retail shopping malls reached record lows at 1% - 1.5%, driven by the low level of new construction in Moscow.

Moscow retail gallery rental rates are in the range of US$500-4,000 (per sq.m. per annum excluding VAT and other expenses). Moscow's "prime retail indicator"[5] is US$ 4,000 per sq.m. per annum (excluding VAT and other expenses).

[Source: Marketbeat Retail Snapshot Q4 2013, Cushman & Wakefield; Moscow Retail Overview - Q4 2013, Jones Lang LaSalle]

 

Moscow and Moscow Region Residential Market

According to Rosstat, 69.4 million sq.m. of housing was commissioned in Russia during 2013, which is 5.5% more than during 2012. The Moscow region continued to witness the highest levels of construction with 6.9 million sq.m. introduced across the Moscow suburbs.

The volume of new supply in the business segment in Moscow is estimated at 82,000 sq.m. At end-2013, the average market price for business class apartments stood at US$ 6,851 per sq.m.

The supply levels of new residential housing in the Moscow region declined in 2013 compared to 2012, driven mainly by a policy change of the Moscow regional government and the extension of approval documents' terms. Of a total of 434 new buildings constructed, the majority represented comfort class housing.

At end-2013, the average market price for apartments in the Moscow region stood at RUR74,830 or US$2,276 per sq.m., up 6% year-on-year.

[Source: Report by Blackwood End of 2013, Rosstat]

 

Board of Directors

The Directors of AFI Development as at the date of this announcement are as set out below:

 

Mr. Lev Leviev, Executive Chairman of the Board

Mr. Mark Groysman, Executive Director

Mr. Avraham Novogrocki, Non-Executive Director

Mr. Christakis Klerides, Senior Non-Executive Independent Director

Mr. Moshe Amit, Non-Executive Independent Director;

Mr. John Porter, Non-Executive Independent Director

Mr. Panayiotis Demetriou, Non-Executive Independent Director

 

 

 

Lev Leviev

Executive Chairman of the Board

Mark Groysman

Executive Director

 

18 March 2014

 

 

 

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

 

Overview

 

As at 31 December 2013, the Company's portfolio consisted of 7 investment properties, 8 investment properties under development, 1 trading property under development and 5 hotel projects. The portfolio comprises commercial projects focused on offices, shopping centres, hotels, mixed-use properties and residential projects in prime locations in Moscow. The total value of the Company's assets, based predominantly on independent valuation as of 31 December 2013, was US$2.4 billion[6]. About 65% of the assets book value is attributed to yielding properties.

 

Revenues for 2013 increased by 61% year-on-year to US$202 million driven predominantly by strong rental income and the completion of the disposal transaction of 643 parking places to VTB Bank JSC. Consequently, AFI Development recorded a significant 29% year-on-year increase in gross profit to US$76.3 million. At the same time, cash, cash equivalents and marketable securities increased by 16% to US$203 million as at 31 December 2013.

 

As a result of improvement in operation activities and successful disposal of assets, net profit for 2013 reached US$103.9 million, compared to a net loss of US$275.5 million in 2012.

 

Key Factors Affecting our Financial Results

 

Our results have been affected, and are expected to be affected in the future, by a variety of factors, including, but not limited to, the following:

 

Macroeconomic Factors

 

Our properties and projects are mainly located in Russia. As a result, Russian macroeconomic trends and country-specific risks significantly influence our performance.

 

The following table sets out certain macroeconomic information for Russia as of and for the dates indicated:

 

Year ended 31

December 2013

Year ended 31

December 2012

Real Gross Domestic Product growth

1.3%

3.4%

Consumer prices

6.5%

6.6%

 

Source: State Statistics Agency of the Russian Federation

 

Company Specific Factors

 

The following factors affected our performance in 2013:

 

· On 28 January 2013, the Company's subsidiary Krown Investments LLC refinanced its construction costs for Ozerkovskaya III project with a credit line from JSC VTB Bank. The credit line totalling US$220.0 million carries an annual interest rate of 3 months Libor + 5.7%. The credit line was fully drawn down in two tranches in February and in March 2013. The outstanding balance of the loan at 31 December 2013 was US$205.4 million.

· In February 2013, AFI Development completed the purchase of the remaining 50% interest in the Ozerkovskaya project from its joint venture partner, Super Passion Limited, for a total cash consideration of US$227.5 million and settled all outstanding liabilities to its partner in Krown Investments LLC (the holding company with the rights to the project). As a consequence of the acquisition, the Company became the sole owner of Ozerkovskaya III project.

· In January 2013, the Company completed the disposal of its 50% of stake in Westec Four Winds Limited, with total consideration received of circa US$103.4 million. The total profit on disposal was US$50.7 million, US$32.1 million of which were recognised as a gain in Q1 2013. The corresponding translation reserve was reclassified to profit or loss upon the disposal of the joint venture in the same quarter. An amount of US$30.3 million was reclassified as realised foreign exchange loss in financing expenses.

· In June 2013, the Company completed the first stage of the disposal transaction of 643 parking spaces at AFIMALL City to VTB Bank JSC (which was signed in November 2012), incurring revenue from disposal of US$ US$54.5 million in Q2 2013.

· In November 2013, the Company signed a 6-year land lease agreement with the Moscow City Government for further development and construction of the residential and commercial space at Paveletskaya which resulted in a US$81.0 million gross valuation gain (US$64.8 million net of taxation).

· In December 2013, AFI Development completed the disposal of Building 1 of Ozerkovskaya III Business Centre, along with part of the underground premises. The consideration paid to the Company was the equivalent of US$91.5 million plus applicable Russian VAT.

 

 

Key Portfolio Updates

 

YIELDING ASSETS

AFIMALL City

AFIMALL City is a major retail scheme located in the high-rise business district of Moscow, "Moscow-City". With a total GBA of nearly 283,182[7] sq.m. (including parking), and GLA of nearly 107,000 sq.m., the project has a shopping gallery of nearly 400 shops and an 11-screen movie theatre with a number of additional outstanding leisure facilities. AFIMALL City is one of Europe's largest and most ambitious retail developments in recent years. The Mall introduces a new standard of quality to the Russian retail sector and offers visitors a combined shopping, dining and entertainment experience unmatched in any other retail development in Moscow.

During 2013, despite ongoing construction work in its surrounding area, AFIMALL City reported a strong increase in footfall with average daily footfall for December 2013 reaching 56,000 visitors, compared to 38,600 in December 2012, a significant 45% increase year-on-year.

In the course of the year, over 60 new tenants signed leases with AFIMALL City including Samsung, TSUM Discount, H&M Home, Gant, Desigual, Marc O'Polo and New Balance. In order to further increase awareness levels of the Mall, the Company continued its marketing campaign through a variety of media channels including TV, radio, Internet, and outdoor advertising media.

We are also pleased to announce that at the start of 2014 a new metro station named "Delovoy Tsentr" was opened which, similar to "Vistavochnaya" station, provides direct access to AFIMALL. Over the next two years, this station will become the main connecting point for a new line which will link the densely populated residential districts Ramenky, Horoshevskiy, Savyolovsky and Maryina Roscha.

The development environment of Moscow City continues to be a strong driver for the future of AFIMALL. According to CBRE, about 70,000 sq.m. of new office space was delivered in Moscow City during 2013. A few large lease contracts were signed in the Mercury, Federation, Naberezhnaya and Northern Towers, with the 14,000 sq.m. lease in the Mercury Tower by Norilsk Nikel being the largest. About 120,000 workforce are expected to work in the Moscow City area once all planned office space has been constructed. The scheduled completion of the entire "Moscow City" area is planned for 2018.

According to independent appraisers Cushman & Wakefield, the market value of AFIMALL City as of 31 December 2013 was US$1,160 million.

OZERKOVSKAYA III

Ozerkovskaya (Aquamarine) III is an office complex forming part of the "Aquamarine" mixed-use development, located on the Ozerkovskaya embankment in the very heart of the historical Zamoskvorechie district of Moscow. The project consists of four Class A buildings of 55,421 sq.m. of combined lettable space and common underground parking for 551 cars[8]. The project creates very attractive working conditions through state-of-the-art architecture, innovative design and efficient use of space. Due to these characteristics, "Aquamarine III" sets new standards for quality and an aspirational environment among Moscow's commercial developments.

In accordance with overall management strategy, the Company completed a transaction to sell one of the four Class A buildings in the Complex, along with part of the underground premises to Russian diamond miner Alrosa in December 2013. The transaction consisted of a gross office area of 10,985.8 sq.m., a terrace of 418.9 sq.m. and a 15.8% share title to common areas of the Complex, which totalled 3,728.6 sq.m. The total transacted area corresponded to approximately 11,994 sq.m. The consideration was paid in cash and amounted to an equivalent of US$91.5 million and applicable Russian VAT.

Following the transaction, the Company retains title to the remaining three buildings of the Complex, which have a combined area of 61,772 sq.m. (GLA 46,247 sq.m.).

AFI Development is negotiating with potential buyers and tenants on selling/leasing the project either in full or in parts.

According to independent appraisers Cushman & Wakefield, the market value of the remaining buildings of the Complex as of 31 December 2013 was US$323.7 million.

HOTELS

The Company's portfolio includes three hospitality projects, one located in Moscow and the remaining two located in the Caucasus Mineral Waters region.

AQUAMARINE HOTEL

The Aquamarine Hotel is a modern, 4 star hotel located in the heart of Moscow. It is part of the company's mixed-use Aquamarine development, which also houses an A-class office centre Aquamarine III and completed elite residential complex Aquamarine II.

The Hotel provides high level services at reasonable pricing and offers 159 spacious rooms, a fitness-centre, spa-centre, bar, restaurant, and conference rooms. It is located in the Zamoskvorechie district which is a 20 minute walk from both the Kremlin and the Tretyakov Gallery and a 5 minute walk from the Novokuznetskaya and Tretyakovskaya metro stations. The Hotel has added to the infrastructure of the historical district and is convenient for both business travellers and tourists.

The Hotel's performance in 2013 was similar to 2012, with an ADR (average daily room rate) of US$231.

The balance sheet value of the project as of 31 December 2013 was US$30.9 million.

 

PLAZA SPA HOTEL ZHELEZNOVODSK

Plaza Spa Zheleznovodsk is a new sanatorium project which was launched in the summer of 2012 and is located in the Zheleznovodsk, in the Caucasus mineral waters region. The hotel comprises 134 guest rooms on 9,526 sq.m. of gross buildable area. The spa provides diagnostic assessment and treatment of urological diseases.

The balance sheet value of the project as of 31 December 2013 was US$22.4 million.

PLAZA SPA KISLOVODSK

The Plaza Spa is located in the city centre of Kislovodsk, in the Caucasus mineral waters region. The facility was put into operation in 2008 after a full reconstruction and now has a total of 275 rooms spread over 25,000 sq.m.

Today, the Plaza Spa Kislovodsk is a popular spa hotel which has established new standards of quality and hospitality for the entire region. It offers an extensive range of medical services focused on the treatment of cardiac diseases. Diagnostic and treatment equipment is continually updated and the staff regularly attend training sessions for new methods of treatment to aid rehabilitation of patients.

The balance sheet value of the Company share in the project (50%) as of 31 December 2013 was US$24.8 million.

 

DEVELOPMENT PROJECTS

Tverskaya Plaza Ic

During 2013, AFI Development progressed with the development of the most advanced office project in the Tverskaya Zastava area - the office complex Plaza Ic, which is a Class A office complex located in the cultural and business quarter of the Tverskoy sub-district. The building is located within a 4-minute walk of the circle line of the Belorusskaya metro station, which serves as the main transport hub linking the city centre with one of Moscow's main airports - Sheremetievo International Airport. The project has a GBA of 51,200 sq.m. (including underground parking of approximately 519 parking spaces) and an estimated GLA of 32,454 sq.m.

Following the registration of a 10-year land lease agreement, the Company successfully finalised the development concept and is in the final stages of pre-construction works. Start of construction is scheduled for H1 2014 and the Company is currently in the process of selection and appointment of the general contractor.

On March 7, 2014 the Company has received the construction permit.

Based on an independent valuation of the Company's portfolio by Cushman & Wakefield as of 31 December 2013, the fair value of Plaza Ic is US$110.6 million.

Tverskaya Plaza IIa

Plaza IIa is a Class A office complex located on a plot of land that faces the Belorussky railway station on the opposite side of Tverskaya Zastava Square. The project has a GBA of 10,500 sq.m. (including underground parking) and an estimated GLA of 7,600 sq.m.

Following a review by the Moscow City authorities of the transportation scheme at Tverskaya Zastava Square, the exact borders of the land plot of Tverskaya IIa will need to be aligned with the new transportation scheme. However, the Company has been notified by the authorities that the development of the transportation scheme has been postponed. The Company will begin the planning process of this project once land plot borders have been fully defined.

Based on an independent valuation of the Company's portfolio by Cushman & Wakefield as of 31 December 2013, the fair value of Plaza IIa is US$12.4 million.

Tverskaya Plaza IV

Plaza IV is a Class A office complex with supporting ground level retail zones, located at 11, Gruzinky Val. The project has a GBA of 108,000 sq.m. (including underground parking) and an estimated GLA of 61,350sq.m.

During 2013, the Company progressed with securing the land lease agreement with Moscow authorities, having finalised the borders of the land plot.

Based on an independent valuation of the Company portfolio by Cushman & Wakefield as of 31 December 2013, the fair value of Plaza IV was US$168.4 million.

KOSSINSKAYA - EXPOLON

The Company has decided to revise its development plan for the Kossinskaya project, converting it into a centre for the wholesale trade of apparel and fashion. The space will allow producers and distributors to lease show rooms to exhibit their collections, while allowing buyers and owners of fashion shops to make procurement transactions. While these business-to-business fashion complexes are new to Russia, they successfully operate in Italy, Germany, the Netherlands and the US. The revised development concept envisages lettable showroom space, an office zone, a food court and a small hotel for the convenience of visitors. The project will be operated under the marketing name "Expolon".

 

The change of development concept did not have a significant influence on the project value. Based on an independent valuation of the Company portfolio by Cushman & Wakefield as of 31 December 2013, the fair value of Kossinskaya is US$106.7 million.

ODINBURG

In October 2013, AFI Development began construction at "Odinburg", one of the Company's largest residential projects with a total area of over 33 hectares located 11 km west of Moscow in the town Odintsovo.

The development is planned to include multi-functional infrastructure comprising of two schools, two kindergartens, a medical centre and other facilities.

The project involves construction of a multi-storey residential micro district consisting of two phases:

• Phase I - Construction of a 22-section residential building named Korona (Crown) and of the infrastructure for the kindergartens and schools. This will have a total sellable area of 149,432 sq.m. (2,652 apartments);

• Phase II - Construction of 8 residential buildings and of infrastructure for the kindergartens, schools and outdoor multi-level parking. This will have a total sellable area of 319,775 sq.m. (6,247 apartments). Each phase includes commercial premises on the ground floor that are planned to be sold to end users.

Initial construction works, allocated to the first stage of Phase I, were launched during Q3 2013, and in December 2013 the Company began initial sales of apartments in the Korona residential building. As of the date of publication of this report, 107 contracts for sales of apartments have been signed.

For the convenience of customers, the Company has constructed a sales office with an area of about 600 sq.m. Within this office, potential buyers can receive comprehensive consultation on the project, available apartments as well as apply for a mortgage loan from various banks.

To market the project, AFI Development has appointed two exclusive marketing brokers, Est-a-Tet and BEST Real Estate, both having significant experience in residential sales.

The balance sheet value of the project as of 31 December 2013 was US$127.2 million.

PAVELETSKAYA II

Paveletskaya Phase II is planned as a modern residential complex located on the Paveletskaya Embankment close to Moscow City centre. The project is located in the Danilovsky Subdistrict (the south administrative district of Moscow) and can be easily accessed by private or public transport.

Following the decision of the town-planning land committee ("GZK") and the land plot master-plan ("GPZU") the GBA of the project was determined to be 151,373 sq.m., which includes 61,401 sq.m of residential area, circa 29,828 sq.m. of commercial area and 50,785 sq.m. of underground space.

During the third quarter of 2013, AFI Development finalised negotiations with the Moscow City authorities to change the permitted usage of the land plot. In November 2013, the Company signed a 6-year land lease agreement for further development and construction of the residential and commercial space. This resulted in a US$81.0 million gross valuation gain (US$64.8 million net of taxation).

Based on an independent valuation of the Company portfolio by Cushman & Wakefield as of 31 December 2013, the fair value of Paveletskaya Phase II is US$92.7 million.

BOLSHAYA POCHTOVAYA

Bolshaya Pochtovaya is a mixed-use project with predominantly residential use. It is located in an attractive neighbourhood in the central administrative district of Moscow. The area benefits from a developed infrastructure: transport, shops and cultural/leisure amenities as well as a nearby river which significantly enhances the views from the project. It boasts a GBA of 170,350 sq.m. on a land area of 5.65 hectares.

The development plan for the property anticipates the development of a GBA of 170,350 sq.m., which includes 67,800 sq.m. of residential area, 39,150 sq.m. of commercial area and 62,200 sq.m. of underground area.

Currently, the Company is working on securing the land lease agreement to allow construction in accordance with the new development plan as well as on the planning and design of the project.

 

Based on an independent valuation of the Company portfolio by Cushman & Wakefield as of 31 December 2013, the fair value of Bolshaya Pochtovaya is US$139.4 million.

LAND BANK

In addition to multiple yielding properties and projects under development, AFI Development also has a land bank which consists of projects that are not currently under development.

By retaining full flexibility regarding future development of these projects, the Company remains well placed to benefit from further recovery in the regional real estate markets. Given its strong track record in bringing projects to completion, this represents a significant competitive advantage for AFI Development.

AFI Development's strategy with respect to its land bank is to activate projects only upon securing necessary financing and having full confidence in the demand levels of prospective tenants or buyers.

 

 

Key Events Subsequent to 31 December 2013

 

Following the year-end the following key events occurred:

 

1) In February 2014, the Company subsidiary, Bellgate Construction Ltd. ("Bellgate") paid the last fourth instalment of RUR1,333 million (approx. US$37.5 million) to Moscow municipal organisation GUP "Tsentr City" for the underground parking premises at AFIMALL City. According to the agreement between Bellgate and GUP "Tsentr City", the purchase price had to be paid in four instalments.

2) During February-March 2014 Russia got involved in a conflict with Ukraine over Crimea, following the change of regime in the Ukraine, while the steps undertaken by the Russian government in Crimea are viewed negatively by the United States and some EU states. The consequences of this this conflict may have a negative effect on the Russian economy, however it cannot be quantified or predicted at the current stage of events.

3) During January - March 2014 the Russian Rouble depreciated by about 12% against US Dollar. This depreciation may have a negative effect on the Company equity.

 

Disposals and Acquisitions

 

During 2013, the Company made the following disposal:

 

In November 2013 AFI Development reached binding agreement to dispose of Building 1 in the Aquamarine III office complex in Moscow (also known as Ozerkovskaya III), which consists of four separate buildings and underground parking ("the Complex"), to Russian diamonds miner and producer "Alrosa" JSC. Under the transaction, Krown Investments LLC, the subsidiary holding rights to Aquamarine III, sold premises of the first building in the Complex and part of underground premises with gross area of 10,985.8 sq.m., a terrace of 418.9 sq.m. and approximately a 15.8% share in the title to common areas of the Complex, which total 3,728.6 sq.m. (total transacted area corresponds to approximately 11,994 sq.m.), to "Alrosa" JSC. The consideration was paid in cash and amounted to Russian rouble equivalent of US$91.5 million and applicable Russian VAT. The transaction was successfully completed in December 2013.

 

During 2013, the Company made the following acquisition:

 

In January 2013, AFI Development entered into an agreement to purchase the remaining 50% interest and to settle all outstanding liabilities of AFI Development to its partner in Krown Investments LLC (the holding company with the rights to the Ozerkovskaya III project) from its joint venture partner, Super Passion Limited, for a total cash consideration of US$227.5 million. The transaction was successfully completed in February 2013.

 

Presentation of Financial Information

 

Our consolidated financial statements were prepared in accordance with International Financial Reporting Standards ("IFRS"), as adopted by the European Union ("EU"), which were in effect at the time of preparing our consolidated financial statements, and the requirements of the Companies Law of Cyprus, Cap. 113. IFRS differs in various material respects from US GAAP and UK GAAP.

 

Financial policies and practices

 

Revenue Recognition

The key elements of our revenue recognition policies are as follows:

 

· Rental income. We recognise rental income from investment properties leased out under operating leases in our statement of comprehensive income on a straight line basis over the term of the lease.

 

· Construction consulting and construction management fees. We recognise revenues from construction consulting and construction management services in our statement of comprehensive income, in proportion to the stage of the project as at the relevant reporting date. We assess the stage of completion by reference to the amount of work performed.

 

· Sales of trading properties. We recognise revenue from the sale of trading properties in our statement of comprehensive income when the risks and rewards of ownership of the property are transferred to the buyer. When we receive down payments in connection with the sale of trading property that is under construction, we record this figure in the current liabilities on our balance sheet at the time of sale.

 

Operating expenses

Operating expenses consist mainly of employee wages, social benefits and property operating expenses, including property tax, which are directly attributable to revenues. We recognise as expenses in our statement of comprehensive income the costs of those employees who have provided construction consulting and construction management services with respect to our investment and trading property. We also recognise property operating costs (including outsourced building maintenance), utilities, security and other tenant services related to our properties that generate rental income, as expenses on our statement of comprehensive income.

 

Administrative expenses

Our administrative expenses comprise primarily of general and administrative expenses such as, audit and consulting, marketing costs, charity, travelling and entertainment, office equipment as well as depreciation expenses related to our office use motor vehicles, bad debt provisions and other provisions.

 

Profit on disposal of investment in subsidiaries

We recognise profit or loss from the sale of interests in our subsidiaries when the risks and rewards of ownership are transferred to the buyer in the transaction.

 

Revaluation of investment property

An external, independent valuation company, having appropriate recognised professional qualifications and recent experience in the location and categories of properties being valued, values the Company's investment property portfolio every six months. The fair values are based on market values, being the estimated amount for which a property could be exchanged on the date of the valuation in a transaction between a willing buyer and a willing seller after proper marketing, wherein the parties had each acted knowledgeably, prudently and without compulsion. The difference between revalued fair value of investment property and its book value is recognised as gain or loss in the statement of comprehensive income.

 

Operating profit before net finance costs

Operating profit before net finance costs is calculated by adding revenue, other income, profit on disposal of investment in subsidiaries and valuation gains on investment property, and subtracting operating expenses, administrative expenses and other expenses.

 

Finance income

Our finance income comprises net foreign exchange gain, if any, and interest income. We recognise foreign exchange gains and losses, principally in connection with US Dollar or other foreign currency denominated payables and receivables of our Russian subsidiaries, whose functional currency is the Russian Rouble. Our interest income is derived primarily from interest on our bank deposits and interest on loans to our joint ventures.

 

Finance expenses

Our finance expense comprises net foreign exchange loss, if any, and interest expense on outstanding loans less interest capitalised. We recognise foreign exchange gains and losses principally in connection with US Dollar denominated payables and receivables of our Russian subsidiaries, whose functional currency is the Russian Rouble. We capitalise our interest expense with respect to our development projects that are under construction, for which amounts are not reflected as expenses in our statement of comprehensive income. When funds are borrowed specifically for a particular project, we capitalize all actual borrowing costs related to the project less income earned on the temporary investment of such borrowings and when funding for a project is obtained from our general funds, we capitalise only funding costs related to the particular project based on the weighted average of the borrowing costs applicable to our general funds.

 

Income tax expense

Income taxes are calculated based on tax legislation applicable to the country of residence of each of our subsidiaries and, as a company based and organised in Cyprus, we are subject to income tax in Cyprus. We and our Cypriot subsidiaries are currently subject to a statutory corporate income tax rate of 12.5% in Cyprus. Our Russian subsidiaries were subject to corporate income tax at a rate of 20%. Profits on revaluation gains of investment property in companies based in Russia, from which we have derived the vast majority of our profits to date, are subject to deferred income tax at a rate of 20%.

 

Capitalisation of Costs for Properties under Development 

We capitalise all costs directly related to the purchase and construction of properties being developed as both investment properties and trading properties, including costs to acquire land rights and premises, design costs, permit costs, costs of general contractors, costs relating to the lease of the underlying land and the majority of our employee costs related to such projects.

 

In addition, we capitalise financing costs related to development projects only during the period of construction of the projects. We do not, however, commence the capitalising of financing costs related to expenditures on a project until construction on each project begins. Since the Company's adoption of IAS 40 from 1 January 2009, upon completion of construction works, property classified as investment property under development (which are those properties that are being constructed or developed for future use to earn rental income or for capital appreciation) is appraised to market value and reclassified as an investment property and any gain or loss on appraisal is recognised in our statement of comprehensive income. Trading properties, which include those projects where we intend to sell the entire project as a whole or in part (this principally includes our residential development projects), are represented on our balance sheet at the lower of cost and net realizable value, which is the estimated selling price in the ordinary course of business, less the estimated costs of completion and sale.

 

Exchange Rates

Our consolidated financial statements are presented in US Dollars, which is our functional currency. The functional currency of our Russian subsidiaries and joint ventures and one Cyprus company is the Russian Rouble. The balance sheets of our Russian subsidiaries are translated into US Dollars in accordance with IAS 21, whereby assets and liabilities are translated into US Dollars at the rate of exchange prevailing at the balance sheet date and income and expense items are translated into US Dollars at the average exchange rate for the period. All resulting foreign currency exchange rate differences are recognised directly in our shareholders' equity under the line item "translation reserve." When a foreign operation is sold, the cumulative amount of the exchange differences deferred in the separate component of equity relating to that foreign operation is recognised in our statement of comprehensive income when the gain or loss on disposal of the foreign operation is recognised. The monetary assets and liabilities of our Russian subsidiaries that are denominated in currencies other than Russian Roubles are initially recorded by our subsidiaries at the exchange rate between the Russian Rouble and such foreign currency prevailing at such date. Such monetary assets and liabilities are then retranslated into Russian Roubles at the exchange rate prevailing at each subsequent balance sheet date. We recognise the resulting exchange rate differences between the dates at which such assets or liabilities were originally recorded and at subsequent balance sheet dates as foreign exchange losses and gains in our statement of comprehensive income. In particular, during the period under review, we have recognised foreign exchange rate gains and losses in connection with US Dollar denominated payables and receivables of our Russian subsidiaries.

 

Recovery of VAT

We pay VAT to the Russian authorities with respect to construction costs and expenses incurred in connection with our projects, which, according to Russian tax law, can be recovered upon completion of construction. Under a revised Russian VAT legislation, VAT can also be claimed during the period of construction provided that all required documentation is presented to the VAT authorities. We have accordingly included recoverable VAT as an asset on our balance sheet, the size of which we expect will slightly decrease as the development of our projects advances and necessary documents will be obtained. 

 

Deferred Taxation

As we continue to advance the development of our projects, we also expect to record higher deferred tax liabilities and assets. Under Russian tax law, we are not allowed to capitalise certain of the costs in relation to the design, construction and financing of projects that we capitalise for the purposes of our consolidated financial statements under IFRS. As a result, our tax bases in the related assets may be lower than our accounting bases for IFRS purposes, which would result in deferred tax liabilities. However, the recognition of such costs as expenses may result in accumulated tax losses for Russian tax purposes that we may be able to carry forward against estimated future profits, resulting in deferred tax assets. We expect these deferred tax liabilities and assets to grow as our major projects reach more advanced stages. However, such tax losses may only be carried forward to offset gains for a ten-year period under Russian tax law and they may only be utilised in the Russian subsidiary/branch in which such tax losses were generated.

 

Fair Value Calculation

Our future results of operations may be affected by our measurement of the fair value of our investment properties and changes in the fair value of such properties. Upon completion of construction, the projects that we have classified as investment property under development are reassessed at fair value and reclassified as investment property, and any gain or loss as a result of reassessment is recognised in our statement of comprehensive income.

 

Any change in fair value of the investment property under development is thereafter recognised as a gain or loss in the statement of comprehensive income. Accordingly, fair value measurements of investment properties under development may significantly affect results of operations even if the Company does not dispose of such assets.

 

Results of Operations

 

 

Description of Statement of comprehensive income Line Items

 

Summary of statement of comprehensive income for 2013 and 2012

 

US$ million

For the year ended 31 December 2013

For the year ended 31 December 2012

Change 2013 / 2012

Revenue

Construction consulting/management services

0.2

3.6

(3.4)

(95.3)%

Rental income

144.6

117.1

27.5

23.4%

Sale of residential

57.5

4.8

52.7

1097.5%

202.3

125.5

76.8

61.2%

Expenses

Other income

6.4

0.8

5.7

745.4%

Operating expenses

(76.5)

(65.2)

(11.3)

17.4%

Administrative expenses

(16.9)

(20.2)

3.2

(16.1)%

including Bad debt provisions and write-offs

0.9

(4.1)

5.0

(122.7)%

Cost of sales of residential

(32.6)

(3.8)

(28.8)

748.2%

Other expenses

(5.5)

(1.5)

(3.9)

254.7%

(125.1)

(90.0)

(35.1)

39.0 %

Share of the after tax (loss)/profit of joint ventures

(0.8)

23.9

(24.7)

(103.3)%

Gross profit

76.3

59.4

17.0

28.6%

Profit on disposal of investments in subsidiaries

32.3

2.4

29.9

1266.6%

Profit on disposal of investment property

27.8

0.0

27.8

n/a

Valuation gain/(loss) on properties

106.2

(265.9)

372.1

(140.0)%

Impairment loss on inventory of real estate

(2.2)

(65.4)

63.3

(96.7)%

Results from operating activities

240.5

(269.6)

510.1

1892.1%

Finance income

21.0

18.5

2.5

13.3%

Finance expense

(66.9)

(57.3)

(9.6)

16.7%

FX Gain/( Loss)

(28.9)

16.6

(45.6)

(274.0)%

Translation reserve reclassification due to disposal of subsidiary

(30.3)

-

(30.3)

Net finance income/(costs)

(105.2)

(22.2)

(83.0)

373.8%

Profit before income tax

135.3

(291.8)

427.1

(146.4)%

Income tax expense

(31.4)

16.3

(47.7)

(292.2)%

Profit from continuing operations

103.9

(275.5)

379.5

(137.7)%

 

Revenue - General Overview

 

To date, we have derived revenues from three sources: rental income, sale of residential properties and construction consulting and construction management fees.

 

Rental income

 

We derive rental income from our investment properties and hotels that we acquired or developed in the past.

 

US$ million

For the year ended 31 December 2013

For the year ended 31 December 2012

Change 2013/2012

US$ million

%% 

Investment property

AFIMALL City

104.1

81.4

22.7

27.9%

H2O office building

2.6

3.1

(0.5)

(16.5)%

Berezhkovskya office building

5.4

5.0

0.5

9.4%

Paveletskaya I

5.0

4.7

0.3

7.1%

Premises at Bolshaya Pochtovaya

5.7

5.6

0.1

2.3%

Premises at Plaza IV (Gruzinsky Val)

0.2

0.2

(0.0)

0.6%

Premises at Tverskaya Zastava Square

3.9

3.5

0.4

11.9%

Other land bank assets

0.0

0.2

(0.2)

(100.0)%

Hotels

Aquamarine hotel

9.8

10.0

(0.2)

(1.8)%

Plaza Spa Hotel (Zheleznovodsk)

7.9

3.5

4.5

128.7%

Total

144.7

117.1

27.6

23.6%

 

Sale of residential

 

US$ million

For the year ended 31 December 2013

For the year ended 31 December 2012

Change 2013/2012

US$ million

%%

Revenue

AFI Mall Parking

54.5

-

54.5

-

Ozerkovskaya II

1.7

2.8

(1,1)

(40.3)%

4 Winds residential

1.4

2.0

(0.6)

(31.4)%

Total

57.5

4.8

52.7

1097.5%

 

On 3 June 2013 the Company completed the first stage of the sale of 643 parking spaces of AFIMALL City to VTB Bank and therefore recognised revenue of US$54.5 million in the income statement. For additional information, please refer to "Company Specific Factors" section above.

 

Operating expenses. Our operating expenses increased with a net change of US$11.3 million, from US$65.2million in 2012 to US$76.5 million in 2013. The year-on-year increase of 17.4% is attributable to increased property tax and property management expenses at AFIMALL City (following full operation of the parking), overall increased utilities expenses at yielding properties, full annual operation of Plaza Spa Zheleznovodsk, and overall market inflation of expenses.

 

Administrative expenses. Our administrative expenses decreased by US$3.3 million or 16.2% year-on-year, from US$20.2 million in 2012 to US$16.9 million in 2013. The decrease was achieved by significant improvement in rent collections at AFIMALL City and other yielding assets, which resulted in decreased bad debt provision. The reverse of bad debt provision for 2013 was US$0.9 million compared to a bad debt provision expense of US$4.1 million in 2012.

 

Profit on sale of investment properties. In December 2013, the Company successfully completed the sale of Building 1 in the Aquamarine III office complex (also known as Ozerkovskaya III) to Russian diamonds miner and producer "Alrosa" JSC. The total profit on disposal was US$27.8 million, including the consideration paid in cash and amounted to US$91.5 million. For additional information, please refer to "Disposals and acquisitions" section above.

 

Profit on sale/disposal of properties/investment. In January 2013, the Company completed the disposal of its 50% of stake in Westec Four Winds Limited (along with its partner, Snegiri Development), which had developed and operated Four Winds. The resulting profit on sale amounting to US$32.1 million was recognised in the income statement and a translation reserve of US$30.3 million was reclassified as a realised exchange loss in financing expenses of the income statement (please refer to "Translation reserve reclassification due to disposal of subsidiary" line in the Summary of statement of comprehensive income for 2013 and 2012 table above). The total profit on disposal was US$50.7 million, US$18.6 million of which were recognised as a fair value gain in 2012. For additional information, please refer to "Company Specific Factors" section above.

 

Net valuation gain/(losses) on properties. Net result of investment property valuation increased from a loss of US$265.9 million in 2012 to a gain of US$106.2 million in 2013. For additional information, please refer to "Portfolio Valuation" section below.

 

Finance income. Our finance income increased by US$2.5 million or 13.3% year-on-year, from US$18.5 million in 2012 to US$21.0 million in 2013. The increase was achieved by successful management of available cash balances during 2013. As a result, the Company earned US$3.3 million of additional income compared to US$2.1 million in 2012.

 

Finance expense. Our finance expense increased by US$9.6 million or 16.7% year-on-year, from US$57.3 million in 2012 to US$66.9 million in 2013. This was a result of a new loan facility drawn down by Krown Investments LLC from VTB Bank JSC in the amount of US$220 million (for additional information, please refer to "Company Specific Factors" section above). However, the effect of increased balances of debt financing was reduced by a saving in interest payments due to decrease in the average interest rate from 8.07% as of December 31, 2012 to 6.97% as of December 31, 2013.

 

FX Gain/(Loss). We recorded a foreign exchange loss of US$28.9 million in 2013, against a gain of US$16.6 million in 2012. This was a result of Russian Rouble depreciation versus the US Dollar during 2013.

 

Income tax expense. Our current tax expense increased to US$8.9 million compared to US$2.0 million in 2012 mainly due to tax obligations incurred as a result of sale of the office building in Ozerkovskaya III.

 

Profit/Loss for the year. Due to the factors described above, we recorded a US$103.9 million net gain for 2013 compared to net loss of US$275.5 million for 2012.

Liquidity and Capital Resources

 

Cash flows

 

Summary of cash flows for 2013 and 2012

 

US$ thousand

For the year ended 31 December 2013

For the year ended 31 December 2012

Net cash from operating activities

19,095

41,046

Net cash from/(used in) investing activities

(202,892)

123,743

Net cash from/(used in) financing activities

198,760

(62,816)

Effect of exchange rate fluctuations

3,518

1,039

Net increase in cash and cash equivalents

18,481

103,012

Cash and cash equivalents at 1 January

174,849

71,837

Cash and cash equivalents at 31 December*

193,330

174,849

 

* Note: the cash and cash equivalents do not include US$10.0 million fair value of marketable securities.

 

Net cash from operating activities

Net cash from operating activities decreased to US$19.1 million in 2013, from US$41.0 million in 2012. This decrease was attributable to the advance payment of US$51.4 million on the first phase of the disposal of 643 parking spaces at AFIMALL City in 2012. The Company obtained advance payments from respective buyers at the end of 2012 which were closed upon completion of both transactions Q1 and Q2 of 2013 respectively.  

 

Net cash from investing activities

Net cash outflow from investing activities amounted to US$202.9 million, including US$202.5 million of cash outflow due to acquisition of the remaining 50% of the assets and liabilities of Krown Investments LLC and inflow of US$91.5 million related to the disposal of Building 1 in Ozerkovskya III.

 

Net cash used in financing activities

Net cash from financing activities increased to a positive US$198.8 million in 2013 from a negative US$62.8 million in 2012 as a result of increased debt financing and the new loan facility of US$220 million obtained by Krown Investments LLC (please refer to "Capital Resources" section below for more information).

 

Capital Resources

 

Capital Requirements

We require capital to finance capital expenditures, consisting of cash outlays for capital investments in active real estate development projects; repayment of debt; changes in working capital; and general corporate activities. 

 

Real estate development is a capital-intensive business, and we expect to have significant ongoing liquidity and capital requirements in order to finance our active development projects.

 

For the foreseeable future, we expect that we will continue to rely on our financing activities to support our investing and operating activities. We also expect that our capital expenditures in connection with the development of real estate properties will comprise the majority of our cash outflows for the foreseeable future.

We completed 2013 with a strong liquidity position of approximately US$203 million cash, cash equivalents and marketable securities on our balance sheet and a debt[9] to equity level of 47%. This strong position reflects the Company's ability to successfully balance liquidity requirements from a number of sources.

Our financing strategy aims to maximize the amount of debt financing for projects under construction while maintaining healthy loan-to-value levels. After delivery and commissioning we aim to refinance the properties at more favourable terms, including longer amortisation periods, lower interest rates and higher principal balloon payments. Property rights and shares of property holding companies are mainly used as collateral for the debt. We strongly prefer, whenever possible, to use non-recourse project level financing.

 

As of December 31, 2013 our debt portfolio was as follows:

 

Project

Lending bank

Max debt limit

Principal balance as of Dec-31, 2013

Available (US$ mn)

Nominal Interest rate

Currency

Maturity

(US$ mn)

(US$ mn)

(dd.mm.yy)

AFIMALL City

VTB Bank JSC

640.5

290.5

40.7

9.5%

RUB

01.04.2018

309.4

3-month LIBOR + 5.02%

US$

 

Krown Investments LLC

 

VTB Bank JSC

220.0

205.0

0

 

3-month LIBOR + 5.7%

 

US$

26.01.2015

The total balance of Debt financing reached US$805.3 million as at 31 of December 2013, including US$804.9 million of Principal Debt and US$0.4 million of Accrued Interest with Average Interest Rate 6.97% per annum as at 31.12.2013 (8.07% respectively as at 31.12.2012) (for more details see notes 29 to our consolidated financial statements).

 

As at 31 December 2013, our loans and borrowings were payable as follows:

 

USD 'million

As at 31 December 2013

As at 31 December 2012

Less than one year

 

27,027

 

 

17,345

 

Between one and five years

 

778,909

 

 

96,620

 

More than five years

0

457,931

Total

805,936

571,896

 

 

Portfolio Valuation

 

As at 31 December 2013, based on the Cushman & Wakefield LLC ("C&W") independent appraisers' report, the value of AFI Development's portfolio of investment properties stood at US$1.6 billion, while the value of the portfolio of investment property under development stood at US$0.6 billion.

 

Consequently, the total value of the Company assets, based predominantly on independent valuation as of 31 December 2013, was US$2.4 billion. Although there were revaluations in certain projects in 2013, the total value of the portfolio did not change relative to the value as of 31 December 2012.

 

Major drivers of the portfolio revaluation were as follows:

1. Significant increase in value:

Paveletskaya Phase II

In November 2013, the Company subsidiary MKPK JSC and the Moscow City authorities signed an addendum to the land lease agreement for the Paveletskaya Phase II project, amending the permitted use of land from industrial to the construction of residential and commercial premises. The addendum was in line with the previous decisions of the Moscow authorities on development rights of the Company in this project. However, the addendum provided the level of certainty required to change the fair value of the project to market value on the Company's balance sheet: the market value of the project confirmed by Cushman & Wakefield, the Company's independent valuers, was US$92.6 million (as at 30 September 2013) as opposed to the previous book value of US$11.6 million. The resulting US$81.0 million gross valuation gain (US$64.8 million net of taxation) was included in AFI Development Q3 2013 results.

As at 31 December, 2013, the value of the Paveletskaya Phase II project based on Cushman & Wakefield LLC ("C&W") independent appraisers' report stood at US$92.7 million.

Property4

Valuation 31/12/2013, US Dollars

Valuation 31/12/2012, US Dollars

Change in valuation, %

Balance sheet value 31/12/2013, US Dollars

Balance sheet value 31/12/2012, US Dollars

Investment property

1

H2O

17,300,000

18,800,000

-8%

17,300,000

18,800,000

2

Ozerkovskaya Phase III

323,700,000

194,127,221

67%

323,700,000

194,127,221

3

Berezhkovskaya 1

28,490,000

31,524,000

-10%

38,500,000

42,600,000

4

AFIMALL City

1,160,000,000

1,160,000,000

0%

1,160,000,000

1,160,000,000

5

Paveletskaya I

29,600,000

30,300,000

-2%

29,600,000

30,300,000

6

Plaza II

31,900,000

30,600,000

4%

31,900,000

30,600,000

7

Plaza Ib

8,800,000

10,000,000

-12%

8,800,000

10,000,000

Total

1,599,790,000

1,475,351,221

8%

1,609,800,000

1,486,427,221

Investment property under development

8

Plaza Ic

110,600,000

106,600,000

4%

110,600,000

106,600,000

9

Plaza IIa

12,400,000

32,000,000

-61%

12,400,000

32,000,000

10

Plaza IV2

159,980,000

159,600,000

0%

168,400,000

168,000,000

11

Paveletskaya Phase II 3

91,930,590

116,425,580

-21%

92,700,000

11,593,379

12

Kossinskaya

106,700,000

102,700,000

4%

106,700,000

102,700,000

13

Bolshaya Pochtovaya

139,400,000

141,300,000

-1%

139,400,000

141,300,000

14

Ozerkovskaya Phase III

0

422,779

-1%

0

422,779

15

AFIMALL parking for sale (665 lots)

0

n/a

0

29,771,814

Total

621,010,590

660,022,779

-6%

630,200,000

592,387,972

Trading property & Trading property under development

16

Odinburg

n/a

n/a

-

127,212,941

112,014,885

17

Botanic Garden

n/a

n/a

-

0

-

18

Four Winds Residential

n/a

n/a

-

1,104,444

1,127,016

19

Ozerkovskaya II

n/a

n/a

-

5,304,038

985,257

Total

-

-

133,621,424

114,127,158

Land Bank Properties

20

Ruza

n/a

n/a

3,665,000

3,665,000

21

St. Petersburg

1,400,000

1,830,000

-23%

1,400,000

1,830,000

22

Boryspol (Ukraine)

0

n/a

0

-

Total

1,400,000

1,830,000

177%

5,065,000

5,495,000

Hotels

23

Aquamarine Hotel

n/a

n/a

-

30,855,838

34,333,252

24

Plaza Spa Hotel in Kislovodsk

n/a

n/a

-

24,829,575

26,352,350

25

Kalinina Hotel in Zheleznovodsk

n/a

n/a

-

22,417,076

24,261,386

26

Park Plaza hotel developments in Kislovodsk*

n/a

n/a

-

7,276,236

7,737,544

27

Versailles project in Kislovodsk*

9,200,000

9,200,000

0%

7,122,840

8,789,447

Total

9,200,000

9,200,000

-91%

92,501,565

101,473,979

Held for sale

28

Four Winds Office

0

153,400,000

-100%

0

160,495,899

29

Four Winds Residential (incl. fitness & retail)

0

23,050,000

-100%

0

17,821,997

Total

0

176,450,000

-100%

0

178,317,896

Grand Total

2,235,065,590

2,322,854,000

-4%

2,471,187,989

2,478,229,226

 

 

Principal Risks and Uncertainties Affecting the Company

 

This section presents information about the Company's exposure to each of the risks listed below, the Group's objectives, policies and processes for measuring and managing risks.

 

Risk management framework

 

The Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework and is responsible for developing and monitoring the Company's risk management policies.

 

The Company's risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities. The Company, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

 

The Company's Audit Committee oversees how management monitors compliance with the Company's risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Company's Audit Committee is assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit Committee and the whole Board of Directors. The Board of Directors requests the management to take corrective actions as necessary and make follow up reports to the Audit Committee and to the Board on addressing deficiencies found.

 

Credit risk

 

Credit risk is the risk of financial loss to AFI Development if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company's receivables from customers and investment securities.

 

Trade and other receivables

 

Financial assets that are potentially subject to credit risk consist principally of trade and other receivables. The carrying amount of trade and other receivables represents the maximum amount exposed to credit risk. Credit risk arises from cash and cash equivalents as well as credit exposures with respect to rental customers, including outstanding receivables. The Company has policies in place to ensure that, where possible, rental contracts are made with customers with an appropriate credit history. Cash transactions are limited to high-credit-quality financial institutions. The utilisation of credit limits is regularly monitored.

 

AFI Development has no other significant concentrations of credit risk. Although collection of receivables could be influenced by economic factors, the management team believes that there is no significant risk of loss to the Company.

 

Investments

 

The Company limits its exposure to credit risk by investing only in liquid securities and only with counterparties that have a high credit rating. Management actively monitors credit ratings and given that the Group only has invested in securities with high credit ratings, management does not expect any existing counterparty to fail to meet its obligations, except as disclosed in note 24 to the Company's Audited Financial Statements for year 2012.

 

Guarantees

 

The Company's policy is to provide financial guarantees only to wholly-owned subsidiaries in exceptional cases. In negotiations with lending banks the Company is aiming to avoid recourse to AFI Development on loans taken by subsidiaries. As at 31 December 2013, there were two outstanding guarantees: one for the amount of US$1 million in favour of VTB Bank JSC under a loan facility agreement of Bellgate Construction Limited and the second one for the amount of US$205 million in favour of VTB Bank JSC under a loan facility agreement of Krown Investments LLC.

 

Liquidity risk

 

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. AFI Development's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation. Prudent liquidity risk management implies maintaining sufficient cash, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. Due to the dynamic nature of the underlying businesses, the Company aims to maintain flexibility in its funding requirements by keeping cash and committed credit lines available.

 

AFI Development's liquidity position is monitored on a daily basis by the management, which takes necessary actions if required. The Company structures its assets and liabilities in such a way that liquidity risk is minimised.

 

Market risk

 

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the available returns for shareholders. We are exposed to market risks from changes in both foreign currency exchange rates and interest rates. We do not use financial instruments, such as foreign exchange forward contracts, foreign currency options and forward rate agreements, to manage these market risks. To date, we have not utilised any derivative or other financial instruments for trading purposes.

 

Interest rate risk

We are subject to market risk deriving from changes in interest rates, which may affect the cost of our current floating rate indebtedness and future financing. As of 31 December 2013, 41% of our financial liabilities were fixed rate. For more detail see note 34 to our consolidated financial statements.

 

Currency risk

The Company is exposed to currency risk on future commercial transactions, recognised monetary assets and liabilities and net investments in foreign operations that are denominated in a currency other than the respective functional currencies of AFI Development's entities, primarily the US Dollar and Russian Rouble.

 

Operational risk

 

Operational risk is the risk of direct or indirect loss arising from a wide variety of causes associated with the Company's processes, personnel, technology and infrastructure, and from external factors other than credit, market and liquidity risks such as those arising from legal and regulatory requirements and generally accepted standards of corporate behaviour. Operational risks arise from all of the Group's operations.

 

The Company's objective is to manage operational risk so as to balance the need to avoid financial losses and damage to the Group's reputation with overall cost effectiveness.

 

The primary responsibility for the development and implementation of controls to address operational risk is assigned to senior management within each business unit. This responsibility is supported by the development of overall Company standards for the management of operational risk. Compliance with Company standards is supported by a programme of periodic reviews undertaken by way of internal audits. The results of the internal audit reviews are discussed with the management of the business unit to which they relate, with summaries submitted to the Audit Committee and the Board of Directors.

 

Critical Accounting Policies

 

Critical accounting policies are those policies that require the application of our management's most challenging, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Critical accounting policies involve judgments and uncertainties that are sufficiently sensitive to result in materially different results under different assumptions and conditions. We believe that our most critical accounting policies are those described below.

 

A detailed description of certain of the main accounting policies we use in preparing our consolidated financial statements is set forth in note 5 to our consolidated financial statements.

 

Estimates regarding fair value

 

We make estimates and assumptions regarding the fair value of our investment properties that have a significant risk of causing a material adjustment to the amounts of assets and liabilities on our balance sheet. In particular, our investment properties under development (which currently comprise the majority of our projects) are remeasured at fair value upon completion of construction and the gain or loss on remeasurement is recognised in our income statement, as appropriate. In forming an opinion on fair value, we consider information from a variety of sources including, among others, the current prices in an active market, third party valuations and internal management estimates.

 

The principal assumptions underlying our estimates of fair value are those related to the receipt of contractual rentals, expected future market rentals, void/vacancy periods, maintenance requirements and discount rates that we deem appropriate. We regularly compare these valuations to our actual market yield data and actual transactions and those reported by the market. We determine expected future market rents on the basis of current market rents for similar properties in the same location and condition.

 

Impairment of financial assets

 

We recognise impairment losses with respect to financial assets, including loans receivable and trade and other receivables, in our income statement if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset. We test significant financial assets for impairment on an individual basis and assess our remaining financial assets collectively in groups that share similar credit characteristics. Impairment losses with respect to financial assets are calculated as the difference between the asset's carrying amount and the present value of the estimated future cash flows of the asset discounted at the original effective interest rate of that asset.

 

Estimating the discounted present value of the estimated future cash flows of a financial asset is inherently uncertain and requires us both to make an estimate of the expected future cash flows from the asset and also to choose a suitable discount rate in order to calculate the present value of those cash flows. Changes in one or more of these estimates can lead us to either recognizing or avoiding impairment charges

 

Impairment of non-financial assets

 

We recognise impairment loss with respect to non-financial assets, including investment property under development and trading properties under construction, if the carrying amount of the asset exceeds its recoverable amount. The recoverable amount of an asset is the greater of its value in use and its fair value less costs to sell. In assessing value in use, we discount estimated future cash flows of the asset to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. The carrying amounts of impaired non-financial assets are reduced to their estimated recoverable amount either directly or through the use of an allowance account and we include the amount of such loss in our income statement for the period.

 

We assess at each reporting date whether there is any indication that a non-financial asset may be impaired. If any such indication exists, we then estimate the recoverable amount of the asset. Estimating the value in use requires us to make an estimate of the expected future cash flows from the asset and also to choose a suitable discount rate in order to calculate the present value of those cash flows. The development of the value in use amount requires us to estimate the life of the asset, its expected cash flows over that life and the appropriate discount rate, which is primarily based on our weighted average cost of capital, itself subject to additional estimates and assumptions. Changes in one or all of these assumptions can lead to us either recognizing or avoiding impairment charges

 

Deferred income taxes

 

We are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves a jurisdiction-by-jurisdiction estimation of actual current tax exposure and the assessment of the temporary differences resulting from differing treatment of items, such as capitalization of expenses, among others, for tax and financial reporting purposes. These differences result in deferred tax assets and liabilities, which are included within our consolidated balance sheet. We must assess, in the course of our tax planning process, our ability and the ability of our subsidiaries to obtain the benefit of deferred tax assets based on expected future taxable profit and available tax planning strategies. If, in our management's judgment, the deferred tax assets recorded will not be recovered, a valuation allowance is recorded to reduce the deferred tax asset.

 

Significant management judgment is required in determining our provision for income taxes, deferred tax assets, deferred tax liabilities and valuation allowances to reflect the potential inability to fully recover deferred tax assets. In our consolidated financial statements the analysis is based on the estimates of taxable income in the jurisdictions in which we operate and the period over which the deferred tax assets and liabilities will be recoverable.

 

If actual results differ from these estimates, or we adjust these estimates in future periods, we may need to establish an additional valuation allowance which could adversely affect our financial position and results of operations.

 

Share-based payment transactions

 

The fair value of employee share options is measured using a binomial lattice model. The fair value of share appreciation rights is measured using the Black-Scholes formula. Measurement inputs include share price on the measurement date, exercise price of the instrument, expected volatility (based on weighted average historic volatility adjusted for changes expected due to publicly available information), weighted average expected life of the instruments (based on historic experience and general option holder behaviour), expected dividends and the risk-free interest rate (based on government bonds). Service and non-market performance conditions attached to the transactions are not taken into account in determining fair value.

 

 

Related Party transactions

 

There were no related party transactions (as defined in UK Listing Rules) in the financial year ended 31 December 2013 or in the period since 31 December 2013.

 

 

AFI DEVELOPMENT PLCAnnex A to the MD&A Below is additional information regarding the Company's business and portfolio. Terms not expressly defined herein shall have the meaning ascribed thereto in the MD&A.  Real Estate Development  General Information on this Area of ActivitiesAFI Development PLC and its subsidiaries ("the Group") plans, develops and constructs residential units held for sale. The Company's revenues from real estate development in Russia derive, mainly, from the development, renovation and sale of residential units and/or properties designated for residential purposes, alone or together with partners in joint ventures. Products and Services of the Company's group

 

A. General - the projects the Group plans and constructs in CIS are mostly zoned for mixed uses and/or commercial use, while some also include residential units intended for sale. The following tables present the Group's projects including, among others, construction for residential purposes. During the fourth quarter of 2008, the Company decided to change its strategy in light of the economic situation. The Company is focusing on the construction and completion of a number of projects and it will decide on the construction of additional projects out of its inventory of projects based on the situation prevailing in the market. With respect to these projects, the Company will formulate a business plan including a forecast relating to the project budget and its completion date (and obviously relating to additional project components) when a decision to begin its construction is made. Therefore, the tables do not include any forecasts in connection with these projects.

It is noted that based on Russian law, upon completion of the construction of projects, the owner of the building (the construction of which was completed) is permitted to receive lease (including long-term lease), generally for 49 years, or ownership rights for the state or municipality-owned land on which the said building stands and that is needed for purposes of its use. In order to realize the ownership or lease right as stated, the owner of the building must submit a request to the relevant authority including the required documents, and within about one month from the submission date of the said request, the relevant authority will make a decision regarding provision of the lease or ownership rights.. It is noted that under the new long‑term lease agreement to be signed between the parties, the lessee of the land (who up until now had been merely the owner of the building) to pay the City lease fees (generally on a quarterly basis). Should the owner acquire ownership right to the land, it becomes payer of the land tax calculated based on the cadastral value of the land plots.

B. Set forth below information on residential projects under development as December 31, 2013:

 

(1) "Start of the project" - date of construction start;

(2) "Number of residential units sold" - based on signed contracts only[10]

The information in the table below regarding expected completion date of the project is forward looking information which is based on Company's information as at the date of this report. It may be that due to reasons which are external to the Company, the project will not be completed on these dates.

Project name and location

GBA (sqm) - 739,135

Total expected costs (000'USD)[11]

Completion rate

Start of the project

Expected construction end

Number of residential units sold at 31.12.13

Number of residential units sold at 31.12.12

Number of residential units sold after 31.12.13

Number of residential Units

Average area per unit - sq.m

Odinburg, Odintsovo, Moscow Region

Phase I (Korona) - 2,652[12]

56,4

998,000

14%

26.04.2013

24.07.2020

1

0

106

Phase II - 6,247

 

Expected information (000'$)[13]:

 

The information in the table regarding total expected income; total expected costs; gross profit and its ratio is based on assumptions; forecast and/or business plans of the Company, in which there is no certainty of full realization. It should be clarified that the estimation of the expected income is based on sale prices in the project and the expected cost (except of the land cost which is known in total or partially) is based mainly on signed contracts with constructors and advisors. Total expected income; total expected costs; gross profit and its ratio may differ from the information in the table in case that the Company's forecast or its business plan will not be realized, in full or partially.

 

Project name and location

Advances from sale at 31.12.13

Receivables from sold units

Total expected income

Total costs paid as at 31.12.13

Remaining costs till end of inventory

Total expected costs

Expected gross profit

Expected Gross profit (%)

Odinburg, Odintsovo, Moscow Region

-

-

451,000

127,213

192,787

320,000

131,000

41%

 

 

C. Set forth below are the details in connection with projects the Company has executed in CIS, which include residential areas, and which were completed as at December 31, 2013:

(1) As at the date of this statement, the Company's group has completed the projects Four Winds Residential and Ozerkovskaya Phase II. The Company's group has sold the majority of residential units in the both of the residential complexes.

(2) As at December 31, 2013, the Company's group holds (indirectly) property rights in 1 residential unit in the Four Winds Residential project and in 3 residential units in the Ozerkovskaya Phase II project.

Customers

In its residential real estate development activities in Russia, the Group targets mainly private customers with a high socio‑economic background. For the Odinburg project the target customers are of medium to low socio-economic background.

 Marketing and Distribution

In this area of activities, the Group markets its projects through independent agents as well as by own marketing and sales workforce.

 

 

Income Yielding Properties in Russia and the CIS

 

General Information regarding the Activity Segment

The Company's group plans, develops and constructs commercial properties held for rent. The Group's revenues from its activities in the field of lettable properties in Russia derive mainly from the development, re‑development and sale of commercial properties, alone or together with partners in joint ventures, as well as from rent of the group's lettable properties. In addition, in the past the Company's group had insignificant revenues from management of projects not owned by it.

General Parameters Regarding the Russian Market:

 

Macro-economic parameters:

31.12.13

31.12.12

31.12.11

Gross domestic product (US$ billion) [14]

2,094

2,053

1,850

Per capita product (PPP)[15]

18,683

17,687

16,746

Rate of growth in domestic product[16]

1.3%

3.4%

4.3%

Rate of growth in per capita product

5.6%

5.6%

6.1%

Rate of inflation (end period)

6.5%

6.6%

6.1%

Rate of return of long-term local government bonds

8.1%

7.6%

9.3%

Rating of long-term government bonds

BBB (S&P)

BBB (S&P)

BBB (S&P)

Rate of exchange of the local currency in relation to the dollar on the last day of the year

32.7

30.4

32.2

 

Products and Services

The following tables present information in connection with the Group's projects included in its property portfolio. Certain information presented in the tables includes estimates and forecasts relating to projects in advanced stages of development, that is, the concept or design stages. Such information is "forward looking information" based on the existing data and facts in the Company's possession as of the date of this statement. It is hereby clarified that the estimates and forecasts in connection with each of the Group's projects may change in the future.

 

1. Summary of Aggregate Results of the Investment Properties Activity made by the Group in the CIS (sums are in US dollars unless otherwise specified):

 

(a) Breakdown of the lettable property areas based on regions and uses as at 31.12.13 (sq.m.)

 

Region

Uses

Offices

Retail

Parking facilities

Total

Percentage of the areas

Russia

Consolidated

87,490

107,208

62,789

257,487

100%

Company share

84,701

107,208

62,789

254,698

100%

Total

Consolidated

87,490

107,208

62,789

257,487

100%

Company share

84,701

107,208

62,789

254,698

100%

Percentage of the total area

Consolidated

34%

42%

24%

100%

Company share

33%

42%

25%

100%

 

(b) Breakdown of the lettable property areas based on regions and uses as at 31.12.12 (sq.m.)

 

Region

Uses

Offices

Retail

Parking facilities

Total

Percentage of the areas

Russia

Consolidated

78,066

111,647

60,809

250,522

100%

Company share

75,277

111,647

60,809

247,733

100%

Total

Consolidated

78,066

111,647

60,809

250,522

100%

Company share

75,277

111,647

60,809

247,733

100%

Percentage of the total area

Consolidated

31%

45%

24%

100%

Company share

30%

45%

25%

100%

 

(c) Breakdown of the lettable property value based on regions and uses as at 31.12.13

 

Region

Uses

Offices

Retail

Total in USD '000

Percentage of the total value of the properties

Russia

Consolidated

449,800

1,160,000

1,609,800

100%

USD '000

company share

439,530

1,160,000

1,599,530

100%

Total

Consolidated

449,800

1,160,000

1,609,800

100%

USD '000

company share

439,530

1,160,000

1,599,530

100%

Percentage of the total value of the properties

Consolidated

28%

72%

100%

company share

27%

73%

99%

 

 

 

(d) Breakdown of the lettable property value based on regions and uses as at 31.12.12

 

Region

Uses

Offices

Retail

Total in USD '000

Percentage of the total value of the properties

Russia

Consolidated

486,923

1,177,500

1,664,423

100%

USD '000

Company share

475,580

1,177,500

1,653,080

100%

Total

Consolidated

486,923

1,177,500

1,664,423

100%

USD '000

Company share

475,580

1,177,500

1,653,080

100%

Percentage of the total value of the properties

Consolidated

29%

71%

100%

Company share

29%

71%

99%

 

(e) Breakdown of the group's yielding real estate in the CIS NOI based on regions and uses for the year ended 31.12.13

 

Region

Uses

Offices

Retail

Total in USD '000

Percentage of the total NOI of the properties

Russia USD '000

Consolidated

11,477

69,020

80,497

100%

company share

10,343

69,020

79,363

100%

Total USD '000

USD '000

Consolidated

11,477

69,020

80,497

100%

Company share

10,343

69,020

79,363

100%

Percentage of the total value of the properties

Consolidated

14%

86%

100%

Company share

13%

87%

100%

 

(f) Breakdown of the group's yielding real estate in the CIS NOI based on regions and uses for the year ended 31.12.12

 

Region

Uses

Offices

Retail

Total in USD '000

Percentage of the total NOI of the properties

Russia

Consolidated

 25,553

 49,165

 74,718

100%

USD '000

Company share

 24,613

 49,165

 73,778

100%

Total

Consolidated

 25,553

 49,165

 74,718

100%

USD '000

Company share

 24,613

 49,165

 73,778

100%

Percentage of the total value of the properties

Consolidated

34%

66%

100%

Company share

33%

67%

100%

 

 (g) Breakdown of the NOI based on regions and uses for the year ended 31.12.11

 

Region

Uses

Offices

Retail

Total in USD '000

Percentage of the total NOI of the properties

Russia USD '000

Consolidated

16,062

33,917

49,979

100%

Company share

15,136

33,917

49,053

100%

Total USD '000

USD '000

Consolidated

16,062

33,917

49,979

100%

company share

15,136

33,917

49,053

100%

Percentage of the total value of the properties

Consolidated

29%

71%

100%

Company share

27%

73%

100%

 

(h) Breakdown of the revaluation income (losses) based on regions and uses for the year ended 31.12.13

 

Region

Uses

Offices

Retail

Total in USD '000

Percentage of the total revaluation income

Russia USD '000

Consolidated

164

41,398

41,563

100%

Company share

1,050

41,398

42,449

100%

Total USD '000

USD '000

Consolidated

164

41,398

41,563

100%

Company share

1,050

41,398

42,449

100%

Percentage of the total value of the properties

Consolidated

0.4%

100%

100%

Company share

2%

98%

100%

 

(i) Breakdown of the revaluation income (losses) based on regions and uses for the year ended 31.12.12

 

Region

Uses

Offices

Retail

Total in USD '000

Percentage of the total revaluation income

Russia USD '000

Consolidated

21,935

(52,989)

(31,054)

100%

Company share

20,950

(52,989)

(32,039)

100%

Total USD '000

USD '000

Consolidated

21,935

(52,989)

(31,054)

100%

Company share

20,950

(52,989)

(32,039)

100%

Percentage of the total value of the properties

Consolidated

(71%)

171%

100%

Company share

(65%)

165%

100%

 

(j) Breakdown of the revaluation income (losses) based on regions and uses for the year ended 31.12.11

 

Region

Uses

Offices

Retail

Total in USD '000

Percentage of the total revaluation income

Russia USD '000

Consolidated

39,684

207,980

247,664

100%

Company share

38,324

207,980

246,304

100%

Total USD '000

USD '000

Consolidated

39,684

207,980

247,664

100%

Company share

38,324

207,980

246,304

100%

Percentage of the total value of the properties

Consolidated

5%

95%

100%

Company share

4%

96%

100%

 

(k) Breakdown of the actual average rent per sq.m. per annum in the functional currency

 

For the year ended

 

Uses

Offices*

Retail

Parking facilities

 

Regions

31.12.13

31.12.12

31.12.13

31.12.12

31.12.13

31.12.12

 

Russia - USD/sq.m/annum

465**

755**

1,225

1,177

6,000

5,923

 

 

* The main difference in rates is related to completion of disposal in Q1 2013 of class A office asset (Four Winds Plaza)

** Not including Ozerkovskaya III project

 

 

(l) Range of annual rent per square meter offices in USD

 

Minimum

Maximum

2013

313

973

2012

307

1,604

 

 (m) Breakdown of the average occupancy rates

 

Uses

In %

Offices

Retail*

Regions

As at 31.12.13

Year 2013

Year 2012

Year 2011

As at 31.12.13

Year 2013

Year 2012

Year 2011

Russia

85%**

84%**

96%**

94%

79%

76%

69%

70%

 

* In previous reports the occupancy rate was calculated in relation to shops areas, in this table it is presented in relation to total lettable areas

** Not Including Ozerkovskaya III project

 

(n) Number of properties based on regions and uses

 

As at

Uses

Offices*

Retail*

Regions

31.12.13

31.12.12

31.12.13

31.12.12

 Russia

5

6

1

2

* The decrease is due to the disposal of the Four Winds project

(o) Breakdown of the actual average rates of return (based on year-end value) for regions and uses

 

For the year ended on (in %)

Uses

Offices

Retail

Regions

31.12.13

31.12.12

31.12.13

31.12.12

 Russia

9%*

9%*

6%

4%

 

* Not Including Ozerkovskaya III project

 

(p) Expected revenues in respect of signed lease agreements

 

 

Assuming tenant option not exercised

Assuming tenant option exercised

Period of Recognition of Revenue

Revenues from fixed components ($ '000)

Number of agreements completed

Area of related agreements (sq.m. '000)

Revenues from fixed components ($ '000)

Number of agreements completed

Area of related agreements (sq.m. '000)

Quarter 1/14

34,051

515

118,837

34,051

515

118,837

Quarter 2/14

31,950

443

108,211

31,950

443

108,211

Quarter 3/14

30,371

366

104,112

30,371

366

104,112

Quarter 4/14

28,873

308

95,824

28,873

308

95,824

2015

99,043

272

92,776

99,043

272

92,776

2016

53,265

222

83,574

53,265

222

83,574

2017

29,618

73

55,028

29,618

73

55,028

Thereafter

69,550

157

134,968

69,550

157

134,968

 

 

2. Summary of aggregate assets designated for development of income yielding properties

 

(a) Investment projects under development

 

Period (year ended on)

Region

Parameters

 31.12.2013

 31.12.2012

31.12.2011

Russia- Office

Number of properties under construction at end of the period

3[17]

4

6

Total areas under construction (planned) at end of the period (in sq.m. '000)

169,700

281,470

364,177

Total costs invested in current period (consolidated) (USD '000)

2,011

7,784

24,479

The amount at which the properties are presented in the financial statements at the end of the period (consolidated) (USD '000)

291,400

409,300

600,089

Total balance of the construction budget in the succeeding periods (consolidated) (estimate as at the end of the period) (USD '000)

94,667

109,229

104,337

Total balance of the estimated construction budget for completion of the construction work (consolidated) (estimate as at the end of the period) (USD '000)

352,077

408,574

461,641

Rate of the built-up area regarding which lease agreements have been signed (%)

 

-

 

-

-

Russia - Retail

Number of properties under construction at end of the period

3[18]

1

2

Total areas under construction (planned) at end of the period (in sq.m. '000)

433,493

170,350

558,892

Total costs invested in current period (consolidated) (USD '000)

14,685

1,649

1,354

The amount at which the properties are presented in the financial statements at the end of the period (consolidated) (USD '000)

338,800

141,300

353,062

Total balance of the construction budget in the succeeding periods (consolidated) (estimate as at the end of the period) (USD '000)

253,089

127,359

105,738

Total balance of the estimated construction budget for completion of the construction work (consolidated) (estimate as at the end of the period) (USD '000)

633,678

318,419

909,471

Rate of the built-up area regarding which lease agreements have been signed (%)

-

-

-

 

 

(b) Data on land of the company in the CIS designated for the construction of yielding property

 

Area

Parameters

Period (year ending on)

31.12.2013

31.12.2012

Russia

The amount at which the land is presented in the financial statements at the end of the period (consolidated) (functional currency)

5,065

17,088

Total area of the land at the end of the period (sq.m. '000)

3,893,332

3,933,332

Total construction rights in land according to approved building plans, by uses (USD thousand)

-

-

 3. Significant Investment Properties - Tverskaya Plaza II

 

 

 

Information Item

Additional Data Required by Regulation 8B(I) (as applicable)

Property name and characteristics

Year

Book value at end of the period (consolidated) $ '000

Fair value at end of the period (consolidated) (in the functional currency)

Rental income in the period (consolidated) (in the functional currency)

Actual NOI in the period of the report - consolidated - in the functional currency

Yield (%)

Adjusted yield (%)

Yield on Cost (%)

Loan/Property value (LTV)

Revaluation (consolidate) $ '000

Occupancy rate for the end of period

Average rent $/sq.m/annum

Identity of the appraiser (name and experience)

Valuation model used by the appraiser

Additional assumptions serving as the basis for the valuation (discount rate, number of comparable properties, average price per sq.m. of the comparable properties)

Tverskaya Plaza II

Region

Russia

2013

31,900

31,900

2,953

2,320

7.3%

7.3%

3%

-

(4,036)

96%

575

Cushman&Wakefield

DCF

Cap Rate -11.5%

Discount rate -16%, Average market rate (after contracts re newal) Office -$550; Retail-$1500

Note functional currency

US$

2012

31,500

31,500

2,541

1,952

6.2%

6.2%

2,5%

-

(42,619)

90%

493

Cushman&Wakefield

DCF

Cap Rate -11.5%

Discount rate -16%, %, Average market rate (after contracts re newal) Office -$550; Retail-$1500

Main use

Office

2011

76,900

76,900

1,993

1,504

2%

2%

2%

-

2,403

90%

441

JLL

DCF

Was valuated as development project, 25% developer fee, Cap Rate -9%, Discount Rate -15.1%, USD180mn development costs, %, Average market rate Office -$875; Retail-$650

Original cost / original construction cost (in the functional currency)

76,536

Company's share (%)

100%

Area (sq.m.) -GLA

6,008

 

 

4. Significant Investment Properties - Ozerkovskaya III

 

 

 

 

Information Item

Additional Data Required by Regulation 8B(I) (as applicable)

Property name and characteristics

Year

Book value at end of the period (consolidated) $ '000

Fair value at end of the period (consolidated) (in the functional currency)

Rental income in the period (consolidated) (in the functional currency)

Actual NOI in the period of the report - consolidated - in the functional currency

Yield (%)

Adjusted yield (%)

Yield on Cost (%)

Loan/Property value (LTV)

Revaluation (consolidate) $ '000

Occupancy rate for the end of period

Average rent $/sq.m/annum

Identity of the appraiser (name and experience)

Valuation model used by the appraiser

Additional assumptions serving as the basis for the valuation (discount rate, number of comparable properties, average price per sq.m. of the comparable properties)

Ozerkovskaya III

Region

Russia

2013

323,700

323,700

-

-

-

-

-

63%

7,289

-

-

Cushman&Wakefield

DCF

Cap Rate -10%

Discount rate -14%, Average market rate Office -$750-900; Retail-$500

Note functional currency

US$

2012

194,550

194,550

-

-

-

-

-

2,723

-

-

Cushman&Wakefield

DCF

Cap Rate -10%

Discount rate -14%, Average market rate Office -$750; Retail-$500

Main use

Office

2011

177,600

177,600

-

-

-

-

-

32%

 

 

 

17,989

-

-

JLL

DCF

Cap Rate -9.5%

Discount rate - 9.8%

Average market rate Office -$850; Retail-$450

Original cost / original construction cost (in the functional currency)

302,948

Company's share (%)

100%

Area (sq.m.) -GLA

46,247

 

 

5. Information Regarding a Very Substantial Investment Property - AFIMALL City

 

(a) Presentation of property:

 

Detail as at December 31, 2013

Name of the property:

AFIMALL City

Location of the property:

2 Presnenskaya emb., Moscow

Areas of the property broken down by use:

GBA (gross building area) - 166,072 sq.m (GBA together with the underground parking - 283,182 sq.m)

GLA (gross leasable area) - 107,208 sq.m

Gross Leasable Retail Area - 96,800 sq.m

Areas leased as of December 31,2013 - 84,503 sq.m

2,075 underground parking units[19]

Structure of holdings in the property (description of holding through investee companies, including the rates of holdings therein and the rates of their holdings in the property):

The Company holds the asset through a wholly-owned Cypriot subsidiary, Bellgate Construction Ltd

Effective share of the Company in the property (if the property is held by an investee company - multiplication of the company's share in the investee company by the share of the investee company in the property):

The Company holds 100% in Bellgate Construction Ltd which bears 100% of construction expenses and has 100% in AFIMALL City

 

State the names of the partners in the property (if the partners hold more than 25% of the rights in the property or if the partners are related parties as defined in this Directive)*:

Not relevant

Acquisition date of the land (if relevant):

 2005/2012[20]

Detail of the legal rights in the property (ownership, lease, etc.)

Ownership of AFIMALL City and the underground parking

Lease rights to the underlying land plot

Status of registration of the legal rights[21]:

Registered

Significant unused building rights

None

Special matters (significant non‑conforming construction, ground contamination, etc.):

Certain premises of the AFIMALL City with total area of 5,829.71 sq.m and of the underground parking with the total area of 16,318.3 sq.m are located beyond the boundaries of the land plot co-leased by Bellgate Construction Ltd. Bellgate Construction Ltd. will have to procure lease rights to the land underlying such premises.

 

Method of presentation in the financial statements [consolidation / proportionate consolidation / equity method]:

Consolidation

 

(b) Significant Data:

 

(Data based on 100%. AFI Dev. Share - 100%) Property classified as investment real estate in March 2011

Q4 2013

Q3 2013

Q2 2013

Q1 2013

2012

On property purchase date

Fair value at end of period (USD'000)

1,160,000

1,160,000

1,160,000

1,160,000

1,160,000

Purchase/construction cost (USD '000)

600,585

Valuation profit or loss (USD '000)

6,615

(10,727)

31,470

14,040

(52,988)

If property valued by rise-fall (cancellation of fall) in value for period (USD '000)

N/A

N/A

N/A

N/A

N/A

Purchase date

July 2005

Average occupancy rate (%)[22]

79%

77%

75%

73%

70%

Actual rented areas (m2)

84,503

82,046

80,020

78,112

75,326

Total revenue (USD '000)

29,500

26,477

24,852

23,245

81,412

Average rent per meter (annual)

1,231

1,251

1,268

1,257

1,243

Average rent per meter in contracts signed in period (USD '000)

529

1,038

1,127

964

1,214

NOI for period (USD '000)

 20,669

 17,003

 16,704

 14,644

48,246

NOI adjusted for period (USD '000)

 20,669

 17,003

 16,704

 14,644

48,246

Actual return rate (%)

5.9%

5.6%

5.4%

5.0%

4.2%

Adjusted return rate (%)

5.9%

5.6%

5.4%

5.0%

4.2%

Number of tenants at end of period[23]

 280

 275

 268

 260

254

 

 

(c) Breakdown of Structure of Revenues and Expenses:

 

(Data based on 100%, AFI Development's share in the property - 100%)

2013

2012

2011

in USD '000

Revenue:

From rent - fixed

92,237

74,079

57,991

From rent - variable

7,623

5,841

7,774

From management fees

-

-

-

From parking garage operation

4,214

974

146

Miscellaneous

-

518

4,147

Total revenue:

104,074

81,412

65,058

Costs:

Management, maintenance and operation

35,054

33,166

29,498

Depreciation (if recorded)

-

-

Miscellaneous costs

-

-

Total costs:

35,054

33,166

29,498

Profit

-

-

NOI

69,020

48,246

35,560

 

 

 (d) Major Tenants in the Property:

 

(Data

based on 100%.

Share of company

in the property - 100%)

Share in

leased property area (%)

Is the tenant an anchor tenant?

Is the

tenant expected to be responsible for more than 20% of the revenue from the property?

Industry

to which the tenant belongs

Description of the lettable property

Entry date of tenants as agreed in the agreement

Lease term (years)

Options to extend (years)

Indexation

Detail of guarantees (if any)

Indicate special conditions

Tenant 1

7.7%

yes

no

cinema

Centre Opening Date

10

no

5%

Security Deposit

no

Tenant 2

4.6%

yes

no

entertainment

08.10.2013

2

no

Step Rent

Security Deposit

no

Tenant 3

3.4%

yes

no

entertainment

Centre Opening Date

10

no

5%

Security Deposit

no

Tenant 4

3.2%

yes

no

furniture & home décor

27.12.2013

10

no

Step Rent

Security Deposit

no

Tenant 5

2.6%

yes

no

fashion

Centre Opening Date

10

no

5%

Security Deposit

no

Tenant 6

2.5%

yes

no

fashion

Centre Opening Date

5

no

5%

Security Deposit

no

Tenant 7

2.2%

yes

no

fashion

Centre Opening Date

10

no

5%

Bank Guarantee

no

Tenant 8

1.9%

yes

no

fashion

Centre Opening Date

5

no

-

Bank Guarantee

no

Tenant 9

1.8%

yes

no

fashion

Centre Opening Date

5

no

Step Rent

Security Deposit

no

Tenant 10

1.6%

yes

no

fashion

Centre Opening Date

5

no

5%

Security Deposit

no

Tenant 11

1.6%

yes

no

fashion

Centre Opening Date

10

no

7.5%

Security Deposit

no

Tenant 12

1.5%

yes

no

supermarket

Centre Opening Date

10

no

4%

Bank Guarantee

no

Total major tenants

34.7%

 

 

(e) Projected Revenues in respect of Signed Lease Agreements:

 

Data

based on 100%.

Share of company

in the property -100%

(USD '000)

For the year ending in 2014

For the year ending in 2015

For the year ending in 2016

For the year ending in 2017

For the year ending in 2018 and onwards

Fixed components

112,969

98,502

52,723

29,118

69,550

Variable components (estimate)

N/A

N/A

N/A

N/A

N/A

Total

112,969

98,502

52,723

29,118

69,550

 

(f) Planned Improvements and Changes for the Property:

 

Details:

Nature of improvement

Upgrade of elevators and escalators

Additional areas added

-

Statutory situation

-

Budget (USD '000)

2,800

Rate of the areas with respect to which rental agreements have been signed out of the additional areas

-

Expected addition to 2014 NOI (USD '000)

-

Execution status

 Design stage

 

(g) Specific Financing:

 

Specific Financing

Credit facility:

 

Balances in the statement of financial position

31.12.2013

(USD '000)

Presented as short-term loans:

26,000

Presented as long-term loans:

573,914

31.12.2012

(USD '000)

Presented as short-term loans:

-

Presented as long-term loans:

535,755

Fair value as at 31.12.2013 (end of the report year) (USD '000)

1,160,000

Original credit facility date

 June 22, 2012[24]

Original credit facility amount (USD '000)

 Up to approx. 640,652.85 (RUR 21,000 million)

Effective interest rate as at 31.12.2013 (%)

9.5% in RUR; 3M Libor + 5.02% in USD

Repayment dates principal and interest

Quarterly interest;

Schedule of repayment will start on March, 31 2014 ($6.5 million quarterly in 2014, 2015, 2016 and 2017).

Final repayment date is April, 01 2018.

Main financial conditions

 

Consent by the Bank for any disposal of Project' premises exceeding 10% of total Borrower' Assets.

Liquidation Value of the property should be higher than sum of the outstanding principal and six months interest

Bellgate Construction Limited (the Borrower) should have minimum quarterly revenues, ranging from RUR 651,000,000 in Q3 2012 to RUR 1,139,000,000 in Q1 2018. Penalty: 0.5% per annum extra charge to the interest rate applicable under the loan agreement- applicable only for the quarter when the aforesaid revenue threshold was not achieved

Other financial conditions

N/A

State whether main conditions or financial covenants have been violated as at the end of the report year

The Company is in line with all financial covenants

Is it non-recourse

Yes, except the surety agreement between the Company and the Bank for USD 1 million

 

 

(h) Liens and other Significant Legal Restrictions in the Property:

 

 

Type

Details

Amount secured by the lien

(at the end of the report year)

31.12.2013

(USD/RUR)

Liens

First priority

Based on the sale and purchase agreement executed between the Company's subsidiary, Bellgate Construction Ltd. ("Bellgate") and GUP of the City of Moscow "Tsentr City" (the "Seller") in respect to the uncompleted underground parking, until the purchase price is paid in full the underground parking is mortgaged in favour of the Seller. According to the agreement, the purchase price will be paid in four instalments with the last instalment to be paid in February, 2014. Bellgate paid the last instalment in February 2014 and started the process to remove the lien.

RUR 4,000 million (approx. USD 131 million)

Second priority

On June 22, 2012 Bellgate and a bank of the VTB Group (the "Bank") entered into a credit facility agreement for a total principal amount of up to RUR 21,000 million (approx. USD 689 million). The total amount of outstanding liability as of December 31, 2013 is approx. USD 600 million.

The credit facility agreement is secured by:

(i) the pledge of all of the shares in Bellgate;

(ii) surety agreement between the Company and the Bank for USD 1 million;

(iii) subsequent mortgage of AFIMALL City;

(iv) subsequent mortgage of the underground parking and the project land lease rights;

(v) mortgage of the Aquamarine Hotel premises;

(vi) surety agreement between Semprex LLC (the Company subsidiary owning the Aquamarine Hotel) and the Bank.

Up to RUR 21,000 million (approx. USD 640.65 million)

Other

 

 

(i) Details with respect to the Valuation:

 

 

 

(Data based on 100%)

31.12.2013

31.12.2012

31.12.2011

Value determined (USD '000)

1,160,000

1,160,000

1,160,600

Identity of appraiser

Cushman & Wakefield

Cushman & Wakefield

JLL

Is the appraiser independent?

Yes

Yes

Yes

Is there an indemnification agreement?

Yes

Yes

Yes

Effective date of the valuation (the date to which the valuation relates)

31.12.2013

31.12.12

31.12.11

Valuation model (comparison / income / other / cost)

DCF

DCF

DCF

 

Main details used for purposes of the valuation

(to be provided specifically based on the valuation provided) (the list is illustrative only):

If the valuation is by the Sales Comparison Approach

Gross leasable area used in the calculation (sq.m.)

N/A

N/A

N/A

Sale price per sq.m. of leasable area used in the calculation (USD)

N/A

N/A

N/A

Range of prices per sq.m. of leasable area of comparable properties used in the calculation (USD)

N/A

N/A

N/A

Number of comparable properties (#) used in the calculation

N/A

N/A

N/A

Regarding the main relevant properties used for comparison indicate: the name/identity of the property, location, area

N/A

N/A

N/A

Net rate of return reflecting the property's current NOI (current NOI divided by value of the property)

N/A

N/A

N/A

Other main parameters (annual rent growth rate)

2.5%

2.5%

N/A

If the valuation is by the Sales Income Approach

Gross leasable area used in the calculation (sq.m.)

107,208

107,208

107,121

Occupancy rate in the year + 1 (%)

80%

70%

65%

Occupancy rate in the year + 2 (%)

90%

75%

80%

--

Representative occupancy rate out of the leasable area for purposes of valuation (%)

97%

97%

97%

Average annual rent per sq.m. leased for purposes of valuation in the year + 1

1,253

1,304

1,227

Average annual rent per sq.m. leased for purposes of valuation in the year + 2

1,323

1,386

1,290

Representative average annual rent per sq.m. leased for purposes of valuation (USD)

1,428

1,421

1,313

Representative NOI for purposes of valuation (USD'000)

149,016

156,950

133,877

Average periodic expenses for maintenance of the existing situation (USD'000)[25]

9,364

12,194

15,676

Capitalisation rate / rate of return / multiplier used for purposes of the valuation (%)

Capitalisation - 10.0%

Discount rate - 15%

Capitalisation - 10.0%

Discount rate - 15%

Capitalisation - 10.0%

Discount rate - 11.1%

Time until deemed realization

5 years

5 years

5 years

Multiplier / reversionary rate

N/A

N/A

N/A

Other main parameters

N/A

N/A

N/A

Sensitivity analysis for value (based on the method chosen):

Occupancy rates

Increase of 2% (abs)

23,892

30,774

30,900

Decrease of 2% (abs)

(20,461)

(30,693)

(30,800)

Capitalization rates

Increase of 1% (abs)

(61,431)

(70,581)

(72,200)

Decrease of 1% (abs)

73,717

86,266

88,400

Average rent per meter

Increase of 5% (rel)

42,921

45,338

65,700

Decrease of 5% (rel)

(42,921)

(45,338)

(65,700)

 

 

6. Information Regarding Investment Property under Development - Bolshaya Pochtovaya

 

Valuation information and underlying assumptions

% of the asset's areas for which binding lease agreements were signed at end of the period

Completion % at end of the period (technical/

financial)

Financial information

Additional assumptions serving as the basis for the valuation (discount rate, number of comparable properties, average price per sq.m. of the comparable properties)

Valuation model used by the appraiser

Identity of the appraiser (name and experience)

Appraisal and valuation information

Cumulative cost at end of the period land, construction, other $ '000

Annual information for the asset

Name of the property and its characteristics

Revaluation

$ '000

Book value at end of the period (consolidated) $ '000

Fair value at end of the period (consolidated) $ '000

Cap Rate -10%

-Discount rate - 19%

Average market sale price for apartments -6,000 USD/sq.m; Retail -5,000 USD/sq.m

 

DCF

 

Cushman&Wakefield

 

0%

 

39%

 

(834)

 

139,400

 

139,400

 

204,344

 

2013

Pochtovaya

Property name

24, 30, 34 Bolshaya Pochtovaya.Str. Moscow, Russia

Property location

USD

Functional currency

Leasehold to 4 land plots intended to be used for the project were acquired by the holding company in 2007 and 2012

Date of project /project's land pot acquisition

Cap Rate -10%

Discount rate - 19%

Average market sale price for apartments -6,000 USD/sq.m; Retail -5,000 USD/sq.m

 

DCF

 

Cushman&Wakefield

 

0%

 

39%

 

(74,603)

 

141,300

 

141,300

 

204,477

 

2012

99.7%

Company share

Full consolidation

Method of representation in the consolidated financial statements

Sep-16

Estimated date of construction completion

Cap Rate -11.5%

-Discount rate - 19%

Developer profit - 25%

Average market sale price for apartments -4,800 USD/sq.m;

 

DCF

JLL

0%

38%

871

213,200

213,200

202,828

2011

Residential - 56,952

Retail - 6,200

Office - 28,008

Project's planned areas (by use)

522,587

Total estimated cost (land, construction, other) (in 000'USD)

 

 

7. Information Regarding Investment Property under Development - Kossinskaya

 

Valuation information and underlying assumptions

% of the asset's areas for which binding lease agreements were signed at end of the period

Completion % at end of the period (technical/

financial)

Financial information

Additional assumptions serving as the basis for the valuation (discount rate, number of comparable properties, average price per sq.m. of the comparable properties)

Valuation model used by the appraiser

Identity of the appraiser (name and experience)

Appraisal and valuation information

Cumulative cost at end of the period land, construction, other $ '000

Annual information for the asset

Name of the property and its characteristics

Revaluation

$ '000

Book value at end of the period (consolidated) $ '000

Fair value at end of the period (consolidated) $ '000

Cap Rate- 12%

Discount rate - 17%

Average market rent

retail-$375; office-$250;

 

DCF

Cushman&Wakefield

0%

79%

(6,697)

106,700

106,700

234,198

2013

Kossinskaya

Property name

9-21 Kossinskaya st., ,Moscow, Russia

Property location

USD

Functional currency

Leasehold to two land plots acquired in 2006 and 2009

Date of project /project's land pot acquisition

Cap Rate- 12%

Discount rate - 17%Average market rent

retail-$450; office-$250;

 

DCF

Cushman&Wakefield

0%

74%

(45,330)

102,700

102,700

221,883

2012

100.0%

Company's share

Full consolidation

Method of representation in the consolidated financial statements

Oct-14

Estimated date of construction completion

Cap Rate- 12.25%

Discount rate - 14.2%

retail-$500; office-$225;

DCF

JLL

0%

74%

971

146,120

146,120

220,899

2011

Retail - 52,997

Office - 8,476

Hotel - 3,527

Warehouse - 5,000

Asset's planned areas (by usage)

298,286

Total estimated cost (land, construction, other) (in 000'USD)

 

 

8. Information Regarding Investment Property under Development - Plaza IV

 

Valuation information and underlying assumptions

% of the asset's areas for which binding lease agreements were signed at end of the period

Completion % at end of the period (technical/

financial)

Financial information

Additional assumptions serving as the basis for the valuation (discount rate, number of comparable properties, average price per sq.m. of the comparable properties)

Valuation model used by the appraiser

Identity of the appraiser (name and experience)

Appraisal and valuation information

Cumulative cost at end of the period land, construction, other $ '000

Annual information for the asset

Name of the property and its characteristics

Revaluation

$ '000

Book value at end of the period (consolidated) $ '000

Fair value at end of the period (consolidated) $ '000

Cap Rate- 9%

Discount rate - 20%

Average market rent

retail-$1500; office-$875;

 

 

DCF

 

Cushman&Wakefield

 

0%

 

36%

356

168,400

168,400

126,500

2013

Plaza IV

Property name

11 Gruzinskiy Val, Moscow

Property location

USD

Functional currency

2006-2008, 2012

Date of project /project's land pot acquisition

Cap Rate- 9%

Discount rate - 20%

Average market rent

retail-$1500; office-$875;

 

 

DCF

 

Cushman&Wakefield

 

0%

 

36%

2,886

168,000

168,000

126,203

2012

95%

Company's share

Full consolidation

Method of representation in the consolidated financial statements

Dec-16

Estimated date of construction completion

Cap Rate- 9.5%

Discount rate - 14.1%

Average market rent

office-$875

DCF

JLL

0%

36%

53,978

164,632

164,632

125,897

2011

Office - 58,650 sqmRetail - 2,700 sqm

Project's planned areas (by usage)

350,705

Total estimated cost (land, construction, other) (in 000'USD)

 

 

Human Resources - EmployeesThe following table details the number of employees in the Group's real estate operations in Russia, broken down by the business sectors in which they are employed:

Number of Employees as at

31.12.13

31.12.12

31.12.11

Management

5

6

7

Financial

32

31

26

Marketing and sales

7

6

5

Business development, including

 project management division

63

55

52

Legal

9

9

9

Administrative

42

42

39

Total

159[26]

149[27]

 138

 

Total amount of 160 employees do not include:

· 57 employees, who currently work at AFIMALL City

· 129 employees in Aquamarine Hotel

· 287 employees in Plaza SPA Zheleznovodsk project

· 512 employees in Plaza SPA Kislovodsk project

Since December 31, 2013 to the date of this periodic report, there have been no significant changes in the number of the Group's employees employed in Russian real estate operations, specified in this section above.

 

 

Financing

As of December 31, 2013 Group's debt portfolio was as follows:

 

Project

Lending bank

Max debt limit

Principal balance as of Dec-31, 2013

Available (US$ mn)

Nominal Interest rate

Currency

Maturity

(US$ mn)

(US$ mn)

(dd.mm.yy)

AFIMALL City

VTB Bank JSC

640.5

290.5

40.5

9.5%

RUB

01.04.2018

309.4

3-month LIBOR + 5.7%

US$

 

Ozerkovskaya III

 

VTB Bank JSC

220.0

205.0

0

 

3-month LIBOR + 5.7%

 

US$

26.01.2015

 The total balance of Debt financing reached US$805.3 million as at 31 of December 2013, including US$804.9 million of Principal Debt and US$0.4 million of Accrued Interest with Average Interest Rate 6.97% per annum as at 31.12.2013 (8.07% respectively as at 31.12.2012) (for more details see notes 23 and 24 to our consolidated financial statements).

 

 

Annex B to the Management Discussion and Analysis

 

Below is additional information regarding the Company's very significant loans. Terms not expressly defined herein shall have the meaning ascribed thereto in the MD&A.

 

Balance as of 31.12.2013

Lender type: Bank, Institutional etc.

Indexation/ currency exposure & interest rate

Liens and material legal restrictions on the property

Covenants

Cross default mechanism

Any other covenants or restriction that might increase the cost of debt

In-case it is a credit line facility - what are the terms&conditions for draw downs

The methods/way that the covenant is calculated

Covenant calculation results

The date of Q4 2013 financial statement were reported

The date that the lender is checking the borrower is line with the covenants

USD 309,385,605 and RUR 9,508,778,663 (USD 290,528,906). Total amount in USD as of 31.12.2013 is USD 599,914,511

Specific project financed by VTB Bank JSC

RUR/USD loan provided in five tranches totalling RUR 21 billion. Each tranche can be drown down either in US Dollars or in Rubles (at Company's discretion). The loan facility has differentiated interest rates which are currency dependent: 9.5% for loans drawn down in Russian rubles and 3 months LIBOR + 5.02% for loans drawn down in US dollars. The interest on the loans is payable on a quarterly basis, throughout the term of the credit line. The principal is due to be fully repaid in April 2018. The RUR interest rate may be unilaterally increased by the lending bank, should one of the interest indicators stipulated by the Russian Central Bank and specified in the loan agreement be increased; the interest rate will be increased by the amount of the interest indicator increase.

1. Liens over all the Bellgate's shares2. AFI Development PLC company guarantee, limited to USD 1,000,0003. Mortgage over 100% of the premises of AFIMALL City4. Mortgage over the premises in the Parking owned by Bellgate, upon registration of Bellgate's rights to land plot under the Parking5. Permission to debit Bellgate's account held in the lending bank 6. Additional mortgage over the premises of the "Aquamarine" Hotel in Moscow, to be removed in case Bellgate (the borrower) redeems USD 20 million of the principal

7. Additional guarantee by Semprex LLC, a Russian Company - an indirect subsidiary of AFI Development Plc, to be removed in case Bellgate (the borrower) redeems USD 20 million of the principal

(1) Bellgate'(the Borrower) should have minimum quarterly revenues, ranging from RUR 651,000,000 in Q3 2012 to RUR 1,139,000,000 in Q1 2018. Penalty: 0.5% per annum extra charge to the interest rate applicable under the loan agreement- applicable only for the quarter when the aforesaid revenue threshold was not achieved;(2) Liquidation Value of the property should be higher than sum of the outstanding principal and six months interest. 

N/A

N/A

The loan is given in five tranches: 1st tranche drawn down on 29 June 2012, 2nd tranche drawn down on 3 August 2012 on the amount USD 69, 385,604.64 (RUR 2,252,000,000), 3rd tranche of RUR 1,300,000,000 drawn down on 01.02.2013, 4th tranche of RUR 1,333,333,333.33 drawn down on 28.02.2013 , 5th tranche of RUR 1,333,333,333.34 is available during the period from 14.02.2014 till 28.02.2014* . The changers referring the terms of available period for the tranche 5 (till 28.02.14) was initiated by AFID 28.03.2013. After the expiration of the aforesaid drowdown periods, the tranches, which were not claimed, cannot be drown down.

(1) The total of revenue, including VAT , calculated quarterly; (2) The Liquidation Value is determined by an external valuer appointed by the Bank.

(1) The minimum quarterly revenue for Q4 2013 was 849 million Roubles ; (2) Liquidation Value determined by an external valuer appointed by the Bank is USD 866,6 million

18 March 2014

(1) Borrowers revenues are checked quarterly; (2) Liquidation value is checked twice a year, on 22 December and on 22 June.

 

 

Note: During February 2014 the Company has financed the 4th instalment of consideration for acquisition of underground car park at AFIMALL City by additional drawdown of RUR1.33 billion (US$37.5 million).

 

 

 

 

 

 

 

 

 

 

 

 

AFI DEVELOPMENT PLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

For the year ended 31 December 2013

 

 

C O N T E N T S

 

 

 

Board of Directors and Professional Advisers

 

Board of Directors' Report

 

Directors' Responsibility Statement

 

Independent Auditors' Report

 

Consolidated Income Statement

 

Consolidated Statement of Comprehensive Income

 

Consolidated Statement of Changes in Equity

 

Consolidated Statement of Financial Position

 

Consolidated Statement of Cash Flows

 

Notes to the Consolidated Financial Statements

BOARD OF DIRECTORS AND PROFESSIONAL ADVISERS

 

 

 

Board of Directors Lev Leviev - Chairman

 

Mark Groysman

 

Moshe Amit

Avraham Noach Novogrocki

Christakis Klerides

 

John Robert Camber Porter

 

Panayiotis Demetriou

Secretary Fuamari Secretarial Limited

 

 

Independent Auditors KPMG Limited

 

 

Bankers Joint Stock Company VTB Bank

 

Joint Stock Commercial Savings Bank of the Russian Federation (SBERBANK)

 

Raiffeisen Bank International AG

 

OJSC "Promsvyazbank" Moscow, Russia

 

 

Registered Office Spyrou Araouzou 165,

Lordos Waterfront Building,

3035 Limassol,

Cyprus

BOARD OF DIRECTORS' REPORT

 

 

The Board of Directors of AFI Development Plc (the "Company") presents to the members its annual report together with the audited consolidated financial statements of the Company for the year ended 31 December 2013.

 

PRINCIPAL ACTIVITIES

 

The principal activities of the Group, which remained unchanged from last year, are real estate investment and development. The principal activity of the Company is the holding of investments in subsidiaries.

 

EXAMINATION OF THE DEVELOPMENT, POSITION AND PERFORMANCE OF THE ACTIVITIES OF THE GROUP

 

AFI Development is one of the leading real estate development companies operating in Russia. Established in 2001, AFI Development is a publicly traded subsidiary of Africa Israel Investments Ltd.

 

AFI Development is listed on the Main Market of the London Stock Exchange and aims to deliver shareholder value through a commitment to innovation and continuous project development, coupled with the highest standards of design, construction and quality and customer service.

 

AFI Development focuses on developing and redeveloping high quality commercial and residential real estate assets across Russia, with Moscow being its main market. The Company's existing portfolio comprises commercial projects focused on offices, shopping centres, hotels and mixed-use properties, and residential projects. AFI Development's strategy is to sell the residential properties it develops and to either lease the commercial properties or sell them for a favourable return.

 

As at 31 December 2013, the Company's portfolio consisted of 7 investment properties, 8 investment properties under development, 1 trading property under development and 5 hotel projects. The portfolio comprises commercial projects focused on offices, shopping centres, hotels, mixed-use properties and residential projects in prime locations in Moscow.

 

FINANCIAL RESULTS

 

The Group's results are set out in the consolidated income statement on page 8. The profit of the Group for the year before taxation amounted to US$135,331 thousand (2012: loss US$291,796 thousand). The profit after taxation attributable to the Group's shareholders amounted to US$103,074 thousand (2012: loss US$269,098 thousand). 

 

 

 

 

DIVIDENDS

 

The Board of Directors does not recommend the payment of a dividend and the profit for the year is transferred to retained earnings.

 

MAIN RISKS AND UNCERTAINTIES

 

The most significant risks faced by the Group and the steps taken to manage these risks are described in note 34 of the consolidated financial statements.

 

FUTURE DEVELOPMENTS

 

The Group is one of the leading real estate development companies operating in Russia. It focuses on developing and redeveloping high quality commercial and residential real estate assets in Moscow and the Moscow Region. The strategy during the reporting period and for the future periods is to sell the residential properties that the Group develops and to either lease the commercial properties that the Group develops or sell them if the Group is able to achieve a favourable return.

 

SHARE CAPITAL

 

There were no changes to the share capital of the Company during the year. As at the year end the share capital of the company comprised:

· 523,847,027 "A" shares of US$0.001 and,

· 523,847,027 "B" shares of US$0.001

 

All "A" shares are on deposit with BNY (Nominees) Limited and each "A" share is represented by one GDR listed on the London Stock Exchange ("LSE").

 

All "B" shares were admitted to a premium listing of the Official list of the UK Listing Authority and to trading on the main market of LSE.

 

BRANCHES

 

The Group operates six branches and/or representative offices of Cypriot BVI and Luxembourg entities in the Russian Federation. These are Bellgate Construction Ltd branch, which operates AFIMALL City project, Amerone Ltd branch, Bugis Finance branch and Triumvirate I S.a r.I branch operating investment properties and Bastet Estates Ltd branch and Falgaro Investments Ltd branch acting as sale agents for residential properties.

 

BOARD OF DIRECTORS

 

The members of the Board of Directors as at 31 December 2013 and at the date of this report are shown on page 1. The directors' date of appointment and resignation, if applicable, is indicated on page 1. The term of those that have not resigned will expire on the date of the next annual general meeting of the shareholders but all of them are eligible for re-election. There were no significant changes in the assignment of responsibilities of the Board of Directors during the year.

 

POST BALANCE SHEET EVENTS

 

Events which took place after the reporting date and which have a bearing on the understanding of the financial statements are described in note 42 of the consolidated financial statements.

 

INDEPENDENT AUDITORS

 

The independent auditors, KPMG Limited, have expressed their willingness to continue offering their services. A resolution reappointing the auditors and giving authority to the Board of Directors to fix their remuneration will be proposed at the Annual General Meeting.

 

 

By order of the Board

 

 

Fuamari Secretarial Limited

Secretary

Nicosia, 17 March 2014

DIRECTORS' RESPONSIBILITY STATEMENT

Each of the directors, whose names are listed below confirm that, to the best of their knowledge:

· the consolidated financial statements, prepared in accordance with IFRS as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation as a whole; and

· the adoption of a going concern basis for the preparation of the financial statements continues to be appropriate based on the foregoing and having reviewed the forecast financial position of the Group; and

· the Board of Directors' reports include a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation as a whole, together with a description of the principal risks and uncertainties that they face.

The Directors of the Company as at the date of this announcement are as set out below:

The Board of Directors

Executive directors

Lev Leviev - Chairman .............................................................

 

 

Mark Groysman .............................................................

 

 

Non-executive director

 

Avraham Noach Novogrocki .............................................................

 

 

Non-executive independent directors

 

Moshe Amit .............................................................

 

 

Christakis Klerides .............................................................

 

 

John Robert Camber Porter .............................................................

 

 

Panayiotis Demetriou .............................................................

 

 

 

 

 

Independent Auditors' Report

 

 

To the Members of AFI Development Plc

 

Report on the Consolidated Financial Statements

 

We have audited the accompanying consolidated financial statements of AFI Development Plc ("the Company") and its subsidiaries (together with the Company, the "Group"), which comprise the consolidated statement of financial position as at 31 December 2013, and the consolidated statements of income statement, comprehensive income and changes in equity and cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information.

 

Board of Directors' Responsibility for the consolidated Financial Statements

 

The Board of Directors is responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union (EU) and the requirements of the Cyprus Companies Law, Cap. 113, and for such internal control as the Board of Directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

 

Auditors' Responsibility

 

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement.

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation of consolidated financial statements that give a true and fair view 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 entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements.

 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.  

 

 

Opinion

 

In our opinion, the consolidated financial statements give a true and fair view of the financial position of the Group as at 31 December 2013, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the EU and the requirements of the Cyprus Companies Law, Cap. 113.

 

Report on Other Legal Requirements

 

Pursuant to the additional requirements of the Auditors and Statutory Audits of Annual and Consolidated Accounts Laws of 2009 and 2013, we report the following:

· We have obtained all the information and explanations we considered necessary for the purposes of our audit.

· In our opinion, proper books of account have been kept by the Company, so far as appears from our examination of these books.

· The consolidated financial statements are in agreement with the books of account.

· In our opinion and to the best of the information available to us and according to the explanations given to us, the consolidated financial statements give the information required by the Cyprus Companies Law, Cap. 113, in the manner so required.

· In our opinion, the information given in the report of the Board of Directors is consistent with the consolidated financial statements.

 

Other Matter

 

This report, including the opinion, has been prepared for and only for the Company's members as a body in accordance with Section 34 of the Auditors and Statutory Audits of Annual and Consolidated Accounts Laws of 2009 and 2013 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whose knowledge this report may come to.

 

 

 

 

 

Marios G. Gregoriades CPA

Certified Public Accountant and Registered Auditor

 

For and on behalf of

 

KPMG Limited

Certified Public Accountants and Registered Auditors

 

14 Esperidon Street

1087 Nicosia, Cyprus

 

17 March 2014

 

CONSOLIDATED INCOME STATEMENT

 

For the year ended 31 December 2013

 

 

2013

2012

Note

US$ '000

US$ '000

Revenue

7

 202,261

125,473

Other income

8

6,409

760

Operating expenses

9

(76,517)

(65,191)

Carrying value of trading properties sold

22

(32,623)

(3,846)

Administrative expenses

10

(16,911)

(20,169)

Other expenses

11

(5,480)

(1,545)

Total expenses

(131,531)

 (90,751)

Share of the after tax (loss)/profit of joint ventures

17

(798)

23,881

Gross Profit

76,341

59,363

Profit on disposal of investments in subsidiaries

36

32,278

2,362

Profit on disposal of investment property

15

27,835

-

Valuation gain/(loss) on properties

15,16

106,234

(265,877)

Impairment loss on inventory of real estate

20

(2,186)

(65,445)

Net valuation gain/(loss) on properties

104,048

(331,322)

Results from operating activities

240,502

(269,597)

Finance income

20,961

35,124

Finance costs

(126,132)

(57,323)

Net finance costs

12

(105,171)

(22,199)

Profit/(loss) before tax

135,331

(291,796)

Tax (expense)/benefit

13

(31,386)

16,269

Profit/(loss) for the year

 103,945

(275,527)

Profit attributable to:

Owners of the Company

103,074

(269,098)

Non-controlling interests

871

(6,429)

 103,945

(275,527)

Earnings per share

Basic and diluted earnings per share (cent)

14

9.84

(25.68)

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

For the year ended 31 December 2013

 

 

2013

2012

US$ '000

US$ '000

Profit/(loss) for the year

103,945

(275,527)

Items that are or may be reclassified to profit or loss

Realised translation difference on disposal of subsidiaries transferred to income statement

 

30,042

 

275

Foreign currency translation differences for foreign operations

(35,960)

33,172

Total comprehensive income for the year

 98,027

(242,080)

Total comprehensive income attributable to:

Owners of the parent

97,230

(235,217)

Non-controlling interests

797

(6,863)

 98,027

(242,080)

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

For the year ended 31 December 2013

 

 

 

Attributable to the owners of the Company

Non-controlling interests

 

Total

 

Share

 Share

Translation

Retained

 

Capital

Premium

Reserve

Earnings

Total

 

US$ '000

US$ '000

US$ '000

US$ '000

US$ '000

US$ '000

US$ '000

 

 

 

Balance at 1 January 2012

 1,048

1,763,409

(178,491)

 277,503

1,863,469

3,887

1,867,356

 

 

Total comprehensive income

 

Loss for the year

-

-

-

(269,098)

(269,098)

(6,429)

(275,527)

 

Other comprehensive income

-

-

33,881

-

33,881

(434)

33,447

 

Total comprehensive income

-

-

33,881

(269,098)

 (235,217)

(6,863)

 (242,080)

 

 

Transactions with owners of the Company

Contributions and distributions

 

Share option expense

-

-

-

1,256

1,256

-

1,256

 

 

Balance at 31 December 2012

1,048

1,763,409

(144,610)

9,661

1,629,508

(2,976)

1,626,532

 

 

Balance at 1 January 2013

 1,048

1,763,409

(144,610)

9,661

1,629,508

 (2,976)

1,626,532

 

 

Total comprehensive income

 

Profit for the year

-

-

-

103,074

103,074

871

103,945

 

Other comprehensive income

-

-

(5,844)

-

(5,844)

(74)

(5,918)

 

Total comprehensive income

-

-

(5,844)

 103,074

97,230

797

98,027

 

 

Transactions with owners of the Company

Contributions and distributions

Share option expense

-

-

-

4,920

4,920

-

4,920

 

 

Balance at 31 December 2013

1,048

1,763,409

(150,454)

117,655

1,731,658

(2,179)

1,729,479

 

 

 

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2013

 

2013

2012

Note

US$ '000

US$ '000

Assets

Investment property

15

1,609,800

1,292,300

Investment property under development

16

635,266

567,737

Share of investment in joint ventures

17

5,555

82,414

Property, plant and equipment

18

69,735

76,555

Long-term loans receivable

19

21,652

113,491

VAT recoverable

21

430

493

Goodwill

-

153

Non-current assets

2,342,438

2,133,143

Trading properties

22

6,409

3,597

Trading properties under construction

23

127,213

141,787

Other investments

24

9,982

-

Inventory

574

623

Short-term loans receivable

19

774

92

Trade and other receivables

25

106,425

78,276

Current tax assets

13

-

2,341

Cash and cash equivalents

26

193,330

174,849

Assets held for sale

27

-

71,292

Current assets

444,707

472,857

Total assets

2,787,145

2,606,000

Equity

Share capital

28

1,048

1,048

Share premium

28

1,763,409

1,763,409

Translation reserve

28

(150,454)

(144,610)

Retained earnings

28

117,655

9,661

Equity attributable to owners of the Company

1,731,658

1,629,508

Non-controlling interests

(2,179)

(2,976)

Total equity

1,729,479

1,626,532

Liabilities

Long-term loans and borrowings

29

778,909

554,551

Long-term amounts payable

30

-

38,324

Deferred tax liabilities

31

125,260

81,947

Deferred income

33

22,048

20,163

Non-current liabilities

926,217

694,985

Short-term loans and borrowings

29

27,027

17,345

Trade and other payables

32

100,355

267,138

Current tax liabilities

13

4,067

-

Current liabilities

131,449

284,483

Total liabilities

1,057,666

979,468

Total equity and liabilities

2,787,145

2,606,000

 

The consolidated financial statements were approved by the Board of Directors on 17 March 2014.

 

........................ ...............................

Lev Leviev Mark Groysman

Chairman Director

 

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS

 

For the year ended 31 December 2013

 

2013

2012

Note

US$'000

US$'000

Cash flows from operating activities

Profit/(loss)for the year

103,945

(275,527)

Adjustments for:

Depreciation

18

1,874

1,971

Interest income

12

(5,858)

(18,494)

Interest expense

12

65,694

53,165

Share option expense

4,920

1,256

Net valuation (gain)/loss on properties

15,16

(104,048)

331,322

Share of loss/(profit) in joint ventures

17

798

(23,881)

Profit on disposal of investments in joint venture/subsidiaries

36

(32,278)

(2,362)

Translation reserve reclassified upon disposal of joint venture

12

30,042

-

Profit on disposal of investment property

15

(27,835)

-

(Profit)/loss on sale of property, plant and equipment

(16)

6

Goodwill written off

153

-

Loans payable written off

12

(15,103)

-

Loans receivable written off

88

-

Change in fair value of other investments

12

18

-

Unrealised loss/(profit) on foreign exchange

28,942

(18,091)

Tax expense/(benefit)

13

31,386

(16,269)

82,722

33,096

Change in trade and other receivables

(21,011)

(1,977)

Change in inventories

4

(31)

Change in trading properties and trading properties under construction

12,632

(6,514)

Change in trade and other payables

(57,336)

21,259

Change in deferred income

3,429

(631)

Cash generated from operating activities

20,440

45,202

Taxes paid

(1,345)

(4,156)

Net cash from operating activities

19,095

41,046

Cash flows from investing activities

Receipts in advance for the sale of an investment

-

100,000

Net cash inflow from the disposal of subsidiaries

36

3,382

5,789

Net cash outflow for the acquisition of assets and liabilities

17

(202,462)

-

Proceeds from sale of investment property

15

91,329

-

Proceeds from sale of property, plant and equipment

334

444

Interest received

3,391

8,964

Change in advances and amounts payable to builders

(8,788)

(4,886)

Payments for construction of investment property under development

15,16

(32,946)

(20,390)

Payments for the acquisition of investment property

30

(43,544)

(43,967)

Capital contributions in joint ventures

-

(37)

Payments for loans receivable from joint ventures

-

(200,590)

Proceeds from repayment of loans receivable from joint ventures

-

175,974

Dividends received from joint ventures

-

66,041

Change in VAT recoverable

(1,781)

43,535

Acquisition of property, plant and equipment

18

(1,807)

(7,134)

Acquisition of other investments

24

(10,000)

-

Net cash (used in)/from investing activities

(202,892)

 123,743

 

 

 

For the year ended 31 December 2013

 

2013

2012

Note

US$'000

US$'000

Cash flows from financing activities

Payments for loan receivable

(214)

(102)

Proceeds from repayment of loans receivable

-

102

Proceeds from loans and borrowings

29

306,854

572,216

Repayment of loans and borrowings

(34,130)

(580,255)

Repayment of a loan from a related party

(14,354)

-

Interest paid

(59,396)

(54,777)

Net cash from/(used in) financing activities

 198,760

(62,816)

Effect of exchange rate fluctuations

3,518

1,039

Net increase in cash and cash equivalents

18,481

103,012

Cash and cash equivalents at 1 January

 174,849

71,837

Cash and cash equivalents at 31 December

26

 193,330

 174,849

 

 

1. INCORPORATION AND PRINCIPAL ACTIVITY

 

AFI Development PLC (the "Company") was incorporated in Cyprus on 13 February 2001 as a limited liability company under the name Donkamill Holdings Limited. In April 2007 the Company was transformed into public company and changed its name to AFI Development PLC. The address of the Company's registered office is 165 Spyrou Araouzou Street, Lordos Waterfront Building, 5th floor, Flat/office 505, 3035 Limassol, Cyprus. The Company is a 64.88% (31/12/2012: 64.88%) subsidiary of Africa Israel Investments Ltd ("Africa-Israel"), which is listed in the Tel Aviv Stock Exchange ("TASE"). The remaining shareholding of "A" shares is held by a custodian bank in exchange for the GDRs issued and listed in the London Stock Exchange ("LSE"). On 5 July 2010 the Company issued by way of a bonus issue, 523,847,027 "B" shares, which were admitted to a premium listing on the Official List of the UK Listing Authority and to trading on the main market of LSE. On the same date, the ordinary shares of the Company were designated as "A" shares.

 

The consolidated financial statements of the Company as at and for the year ended 31 December 2013 comprise the Company and its subsidiaries (together referred to as the "Group" and individually as "Group entities") and the Group's interest in jointly controlled entities. The principal activity of the Group is real estate investment and development.

 

The principal activity of the Company is the holding of investments in subsidiaries and joint ventures as presented in note 35 "Group Entities".

 

2. BASIS OF PREPARATION

 

Statement of compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union (EU) and the requirements of the Companies Law of Cyprus, Cap. 113.

 

The consolidated financial statements were authorised for issue by the Board of Directors on 17 March 2014.

 

Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis as modified, up to 31 December 2003, by the provisions of IAS 29 "Reporting in Hyperinflationary Economies" which provides for the restatement of non-monetary assets and liabilities to account for the inflation. The historical cost basis is also modified in regard to investment property, investment property under development and other investments which are presented at fair value.

 

Functional and presentation currency

These consolidated financial statements are presented in United States Dollars which is the Company's functional currency. All financial information presented in United States Dollars has been rounded to the nearest thousand, except when otherwise indicated.

 

3. Use of judgements and estimates

 

In preparing these consolidated financial statements management has made judgements, estimates and assumptions that affect the application of the Group's accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

 

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.

 

Judgements

Information about judgements made in applying accounting policies that have the most significant effect on the amounts recognised in the consolidated financial statements is included in the following notes:

 

· Note 17 - classification of joint arrangements;

· Note 35 - consolidation: whether the Group has de facto control over the investee

· Note 38 - lease classification;

 

Assumptions and estimation uncertainties

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment in the year ending 31 December 2014 is included in the following notes:

 

· Note 18 - valuation of land and buildings and buildings under construction

· Note 22 - valuation of trading properties

· Note 23 - valuation of trading properties under construction

· Note 13 - provision for tax liabilities

· Note 25 - recoverability of receivables

· Note 31 - utilisation of tax losses

· Note 40 - recognition and measurement of contingencies

 

Measurement of fair values

A number of the Group's accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities

 

The Group has an established control framework with respect to the measurement of fair values. This includes a valuation team that has overall responsibility for overseeing all significant fair value measurements, including Level 3 fair values and reports directly to the CFO.

 

The valuation team regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values, then the valuation team assesses the evidence obtained from the third parties to support the conclusion that such valuations meet the requirements of IFRS, including the level in the fair value hierarchy in which such valuations should be classified.

 

Significant valuation issues are reported to the Group Audit Committee.

 

When measuring the fair value of an asset or a liability, the Group uses market observable data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

 

· Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

· Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

· Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

If the inputs used to measure the fair value of an asset or a liability might be categorised in different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirely in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

 

The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

 

Further information about the assumptions made in measuring fair values is included in the following notes:

 

· Note 15 - investment property

· Note 16 - investment property under development

· Note 24 - other investments

· Note 28 - share-based payment arrangements

· Note 34 - financial instruments

 

 

4. CHANGES IN ACCOUNTING POLICIES

 

Except for the changes below, the Group has consistently applied the accounting policies set out in Note 5 to all periods presented in the consolidated financial statements.

 

The Group has adopted the following new standards and amendments to standards, including any consequential amendments to other standards, with a date of initial application of 1 January 2013.

 

· IFRS 10 Consolidated Financial Statements (2011)

· IFRS 11 Joint Arrangements

· IFRS 12 Disclosure of Interests in Other Entities

· IFRS 13 Fair value Measurement

· Presentation of items of Other Comprehensive Income (Amendments to IAS 1)

 

The nature and effects of the changes are explained below.

 

a) Subsidiaries

 

As a result of IFRS 10 (2011), the Group has changed its accounting policy for determining whether it has control over and consequently whether it consolidated its investees. IFRS 10 (2011) introduces a new control model that focuses on whether the Group has power over an investee, exposure or rights to variable returns from its involvement with the investee and ability to use its power to affect those returns.

 

IFRS 10 (2011) had no impact on the consolidation of investments held by the Group.

 

b) Joint arrangements

 

As a result of IFRS 11, the Group has changed its accounting policy for its interests in joint arrangements. IFRS 11 removes the option to account for jointly controlled entities (JCEs) using proportionate consolidation. Instead, JCEs that meet the definition of a joint venture under IFRS 11 must be accounted for using the equity method.

 

The application of this new standard impacted the financial position of the Group by replacing proportionate consolidation of all the joint ventures of the Group, with the equity method of accounting (see note 17).

 

c) Disclosure of interests in other entities

 

As a result of IFRS 12, the Group has expanded its disclosure about its interests in subsidiaries (see notes 35 and 37.) and equity-accounted investees (see Note 17).

 

d) Fair value measurement

 

IFRS 13 establishes a single framework for measuring fair value and making disclosures about fair value measurements when such measurements are required or permitted by other IFRSs. It unifies the definition of fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It replaces and expands the disclosure requirements about fair value measurements in other IFRSs, including IFRS 7. As a result, the Group has included additional disclosures in this regard. (see notes 15 and 34).

 

In accordance with the transitional provisions of IFRS 13, the Group has applied the new fair value measurement guidance prospectively and has not provided any comparative information for new disclosures. Notwithstanding the above, the change had no significant impact on the measurements of the Group's assets and liabilities.

 

e) Presentation of items of "Other Comprehensive Income" (OCI)

 

As a result of the amendments to IAS 1, the Group has modified the presentation of items of OCI in its statements of profit or loss and OCI, to present separately items that would be reclassified to profit or loss from those that would never be. Comparative information has been re-presented accordingly.

 

5. SIGNIFICANT ACCOUNTING POLICIES

 

Except for the changes explained in Note 4, the Group has consistently applied the following accounting policies to all periods in these consolidated financial statements.

 

Certain comparative amounts in the Income Statement and OCI have been re-presented as a result of a change in the accounting policy regarding joint arrangements (see Note 4(b)) and the presentation of items of OCI (see Note 4(e)).

 

Basis of consolidation

Subsidiaries

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

 

Non-controlling interests (NCI)

NCI are measured at their proportionate share of the acquiree's identifiable net assets at the acquisition date.

 

Changes in the Group's interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

 

Loss of control

When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary and any related NCI and other components of equity. Any resulting gain or loss is recognised in profit or loss. Any interest in the former subsidiary is measured at fair value when control is lost.

 

Interests in equity-accounted investees

The Group's interest in equity-accounted investees, comprise interests in joint ventures.

 

A joint venture is an arrangement in which the Group has joint control, whereby the Group has rights to the net assets of the arrangement, rather than rights to its assets and obligations for its liabilities.

 

Interests in joint ventures are accounted for using the equity method. They are recognised initially at cost, which includes transaction costs. Subsequent to initial recognition, the consolidated financial statements include the Group's share of the profit or loss and OCI of equity-accounted investees, until the date on which joint control ceases,

 

Transactions eliminated on consolidation

Intra-group balances and transactions and any unrealised income and expenses arising from intra-group transactions, are eliminated. Unrealised gains arising from transactions with equity-accounted investees are eliminated against the investment to the extent of the Group's interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

 

Foreign currency

Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the dates of the transactions.

 

Monetary assets and liabilities denominated in foreign currencies are translated to the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated to the functional currency at the exchange rate when the fair value was determined. Foreign currency differences are generally recognised in profit or loss. Non-monetary items that are measured based on historical cost in a foreign currency are not translated.

 

Foreign operations

The assets and liabilities of foreign operations are translated into US Dollars at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into US Dollars at the exchange rates at the dates of transactions or average rate for the year for practical reasons.

 

Foreign currency differences are recognised in OCI and accumulated in the translation reserve, except to the extent that the translation difference is allocated to NCI.

 

When a foreign operation is disposed of in its entirety or partially such that control or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss. If the Group disposes of part of its interest in a subsidiary but retains control, then the relevant proportion of the cumulative amount is reattributed to NCI. When the Group disposes of only part of joint venture while retaining joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.

 

If the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely to occur in the foreseeable future, then foreign currency differences arising from such item form part of the net investment in a foreign operation. Accordingly, such differences are recognised in OCI, and accumulated in the translation reserve.

 

The table below shows the exchange rates of Russian Roubles which is the functional currency of the Russian subsidiaries of the Group:

 

Exchange rate

Russian Roubles

As of: for US$1 % Change

31 December 2013 32.7292 7.8

31 December 2012 30.3727 (5.7)

 

 

Average rate during:

Year ended 31 December 2013 31.8480 2.4

Year ended 31 December 2012 31.0930 5.8

 

Financial Instruments

 

The Group classifies non-derivative financial assets into the following categories: financial assets at fair value through profit or loss and loans and receivables.

 

The Group classifies non-derivative financial liabilities into the other financial liabilities category.

 

Non derivative financial assets and financial liabilities-recognition and derecognition

The Group initially recognises loans and receivables on the date when they are originated. All other financial assets and financial liabilities are initially recognised on the trade date.

 

The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred, or it neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control over the transferred asset. Any interest in such derecognised financial assets that is created or retained by the Group is recognised as a separate asset or liability.

 

The Group derecognises a financial liability when its contractual obligations are discharged or cancelled or expire.

 

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle them on a net basis or to realised the asset and settle the liability simultaneously.

 

Non-derivative financial assets-measurement

 

Financial assets at fair value through profit or loss

A financial asset is classified as at fair value through profit or loss if it is classified as held for trading or is designated as such on initial recognition. Directly attributable transaction costs are recognised in profit or loss as incurred. Financial assets at fair value through profit or loss are measured at fair value and changes therein, including any interest or dividend income are recognised in profit or loss.

 

Loans and receivables

These assets are initially recognised at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, they are measured at amortised cost using the effective interest rate method.

 

Non derivative financial liabilities-measurement

 

Non-derivative financial liabilities are initially recognised at fair value less any direct attributable transaction costs. Subsequent to initial recognition, these liabilities are measured at amortised cost using the effective interest method.

 

Share capital

Ordinary shares

Incremental costs directly attributable to the issue of ordinary shares, net of any tax effects, are recognised as a deduction from equity.

 

Investment Property

Investment property is measured at fair value. Any gain or loss arising from a change in fair value is recognised in profit or loss.

 

Any gain or loss on disposal of investment property (calculated as the difference between the net proceeds from disposal and the carrying amount of the item) is recognised in profit or loss.

 

When the use of a property changes from owner-occupied to investment property, the property is remeasured to fair value and reclassified accordingly. Any gain arising on remeasurement is recognised in profit or loss to the extent that it reverses a previous impairment loss on the specific property, with any remaining gain recognised in OCI and presented in the revaluation reserve. Any loss is recognised in profit or loss.

 

When the use of a property changes such that it is reclassified as property, plant and equipment, its fair value at the date of reclassification becomes its cost for subsequent accounting.

When the Group begins to redevelop an existing property for continued use as investment property, the property remains an investment property, which is measured based on fair value model, and is not reclassified as property plant and equipment during the redevelopment.

 

Investment property under development

Property that is being constructed or developed for future use as investment property is classified as investment property under development and accounted for at fair value until construction or development is complete, at which time it is reclassified as investment property.

 

Certain development assets within the Group's portfolio that are in very early stages of development process were categorised as "land bank" without ascribing current market value to them. Any value ascribed to such land bank projects other that their cost, would result in a gain or loss to be recognised in profit or loss. This approach was adopted due to abnormal market volatility and will be reviewed in the future once market conditions are more stable.

 

All costs directly related with the purchase and construction of a property, land lease payments, and all subsequent capital expenditure for the development qualifying as acquisition costs are capitalised.

 

Capitalisation of financing costs

Financing costs are capitalised if they are directly attributable to the acquisition or production of a qualifying asset. Capitalisation of financing costs commences when the activities to prepare the asset are in process and expenditures and financing costs are being incurred. Capitalisation of financing costs may continue until the assets are substantially ready for their intended use. If the resulting carrying amount of the asset exceeds its recoverable amount, an impairment loss is recognised. The capitalisation rate is arrived at by reference to the actual rate payable on borrowings for development purposes or, with regard to that part of the development cost financed out of general funds, to the average rate. The capitalised financing cost is limited to the amount of borrowing cost actually incurred.

 

Property, plant and equipment

Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.

 

Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the assets to a working condition for their intended use, the costs of dismantling and removing the items and restoring the site on which they are located, and capitalise borrowing costs. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment.

 

All hotels are treated as property, plant and equipment due to the Group's significant influence on their management.

 

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment.

 

Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss.

 

Subsequent expenditure

Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.

 

Depreciation

Depreciation is calculated to write off the cost of items of property, plant and equipment less their estimated residual values using the straight-line method over their estimated useful lives, and is generally recognised in profit or loss. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term. Land is not depreciated.

 

Items of property, plant and equipment are depreciated from the date that they are available for use, or in respect of self-constructed assets, from the date that the asset is completed and ready for use.

 

The annual depreciation rates for the current and comparative years are as follows:

 

Buildings 1-2%

Office equipment 10-33⅓%

Motor vehicles 33⅓%

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

 

Intangible assets and goodwill

Goodwill

Goodwill arising on the acquisition of subsidiaries represents the excess of the cost of acquisition over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the acquiree. When the excess is negative (negative goodwill), it is recognised immediately in profit or loss.

 

Subsequent measurement

Goodwill is measured at cost less accumulated impairment losses. In respect of equity-accounted investees, the carrying amount of goodwill is included in the carrying amount of the investment, and any impairment loss is allocated to the carrying amount of the equity-accounted investee as a whole.

 

Trading Properties

Trading Properties are measured at the lower of cost and net realisable value. Cost includes expenditure incurred in acquiring the properties and bringing them to their existing condition. In the case of constructed trading properties, cost includes an appropriate share of direct and financing costs. Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and selling expenses.

 

Trading properties under construction

Trading properties under construction are defined as projects in which the Group participates as a contractor or as a promoter, and which include construction work with the intention to sell the entire building as a whole or parts thereof. Each project represents one building or a group of buildings.

 

A group of buildings is considered one project when the buildings at the same building site are being constructed according to one building plan and under one building license, and are offered for sale at the same time. Trading properties include cost of land or of rights to the land that constitutes the relative portion of the area, on which the construction work on projects is performed, plus the cost of the work executed on the projects as well as other costs allocated thereto, less the cumulative amounts recognised in profit or loss as cost of trading properties sold up to the end of the reported period.

 

Direct costs and expenses are charged to projects on a specific basis, whereas borrowing costs are allocated among the projects based on the relative proportion of the costs. Non-specific borrowing costs are capitalised to such qualifying asset, or portion thereof which was not financed with specific credit, by weighted-average rate of the borrowing cost up to the amount of borrowing cost actually incurred. Where the estimated expenses for a building project indicate that a loss is expected, an appropriate provision is set up. Buildings that are under construction are classified as trading properties under construction on the face of the balance sheet.

 

Inventory of real estate

Land for future development of trading properties is classified as "Inventory of real estate" as non-current asset when it is not expected to develop and sell the properties within the Group's normal operating cycle. It is presented at the lower of cost or net realisable value.

 

Deferred income

Income received in advance is classified under non-current and current liabilities as deferred income and comprise rental income received for future periods and amounts received in advance for the sale of trading properties, for which recognition of revenue has not yet commenced.

 

Impairment

Non-derivative financial assets

Financial assets not classified as at fair value through profit or loss, including interests in equity-accounted investees are assessed at each reporting date to determine whether there is objective evidence of impairment.

 

Objective evidence that financial assets are impaired includes:

· Default or delinquency by a debtor;

· Restructuring of an amount due to the Group on terms that the Group would not consider otherwise;

· Indications that a debtor or issuer will enter bankruptcy;

· Adverse changes in the payment status of borrowers or issuers;

· The disappearance of an active market for a security; or

· Observable date indicating that there is a measureable decrease in expected cash flows from a group of financial assets.

 

Financial assets measured at amortised cost

The Group considers evidence of impairment for these assets at both an individual asset and a collective level. All individually significant assets are individually assessed for impairment. Those found not to be impaired are then collectively assessed for any impairment that has been incurred but not yet individually identified. Assets that are not individually significant are collectively assessed for impairment. Collective assessment is carried out by grouping together assets with similar risks characteristics.

 

In assessing collective impairment, the Group uses historical information on the timing of recoveries and the amount of loss incurred, and makes an adjustment if current economic and credit conditions are such that the actual losses are likely to be greater or lesser than suggested by historical trends.

 

An impairment loss is calculated as the difference between an asset's carrying amount and the present value of the estimated future cash flows discounted at the asset's original effective interest rate. Losses are recognised in profit or loss and reflected in an allowance account. When the Group considers that there are no realistic prospects of recovery of the asset, the relevant amounts are written off. If the amount of impairment loss subsequently decreases and the decrease can be related objectively to an even occurring after the impairment was recognised, then the previously recognised impairment loss is reversed through profit or loss.

 

Equity-accounted investees

An impairment loss in respect of an equity-accounted investee is measured by comparing the recoverable amount of the investment with its carrying amount. An impairment loss is recognised in profit or loss, and is reversed if there has been a favourable change in the estimates used to determine the recoverable amount.

 

Non-financial assets

At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than investment property, investment property under development, VAT recoverable, inventories and deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated. Goodwill is tested annually for impairment. An impairment loss is recognised if the carrying amount of an asset exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss.

 

The recoverable amount of an asset is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

 

An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss has been recognised.

 

Assets held for sale

Non-current assets, or disposal groups comprising assets and liabilities, are classified as held-for sale or held if it is highly probable that they will be recovered primarily through sale rather than through continuing use.

 

 Such assets, or disposal groups, are generally measured at the lower of their carrying amount and fair value less costs to sell. Any impairment loss on a disposal group is allocated first to goodwill, and then to the remaining assets and liabilities on a pro rate basis, except that no loss is allocated to inventories, financial assets, deferred tax assets, employee benefit assets or investment property which continued to be measured in accordance with the Group's other accounting policies. Impairment losses on initial classification as held-for sale or held-for distribution and subsequent gains and losses on remeasurement are recognised in profit or loss.

 

Once classified as held for sale, intangible assets, and property, plant and equipment are no longer amortised or depreciated and any equity-accounted investee is no longer equity accounted.

 

Employee benefits

Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

 

Share-based payment transactions

The grant-date fair value of equity-settled share-based payment options granted to employees is generally recognised as an expense, with a corresponding increase in equity, over the period that the employees unconditionally become entitled to the options. The amount recognised as an expense is adjusted to reflect the actual number of share options that vest.

 

The fair value of the amount payable to employees in respect of share appreciation rights, which are settled in cash, is recognised as an expense, with a corresponding increase in liabilities, over the period during which the employees become unconditionally entitled to payment. The liability is remeasured at each reporting date and at settlement date based on the fair value of share appreciation rights. Any changes in the liability are recognised in profit or loss.

 

Provisions

A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance cost.

 

Revenue

Sale of trading properties

Revenue from sale of trading properties is recognised in profit or loss when the significant risks and rewards of ownership have been transferred to the buyer.

 

Construction Management fee

Revenue from construction management is recognised in profit or loss in proportion to the stage of completion of the transaction at the reporting date. The stage of completion is assessed by reference to surveys of work performed.

 

Investment Property Rental income

Rental income from investment property is recognised as revenue on a straight-line basis over the term of the lease. Lease incentives granted are recognised as an integral part of the total rental income, over the term of the lease.

 

Hotel operation income

Income from Hotel operations comprises of accommodation, treatments and other services offered at the hotels operated by the group and sales of food and beverages and are recognised upon offering of the service and the acceptance by the client.

 

Gross Profit

Gross Profit is the result of the Group's operations and comprises revenue and other revenue net of all cost for trading properties sold and operating, administrative and other expenses, recognised in profit or loss during the year.

 

Finance income and finance costs

Finance income comprises interest income on funds invested and net gain on financial assets at fair value through profit or loss. Interest income is recognised as it accrues in profit or loss, using the effective interest method.

 

Finance costs comprise interest expense on borrowings, unwinding of the discount on provisions and deferred consideration, net loss on financial assets at fair value through profit or loss and impairment losses recognised on financial assets.

 

Borrowing costs are recognised in profit or loss using the effective interest method, net of interest capitalised.

 

Foreign currency gain or loss on financial assets and financial liabilities is reported on a net basis as either finance income or finance cost depending on whether foreign currency movements are in a net gain or net loss position.

 

Income tax

Income tax expense comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to items recognised directly in equity or in OCI.

 

Current tax

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to tax payable or receivable in respect of previous years. It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax also includes any tax arising from dividends.

 

Deferred tax

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

Deferred tax is not recognised for temporary differences on the initial recognition of assets or liabilities that affects neither accounting nor taxable profit or loss.

 

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted by the reporting date.

 

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

 

A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

 

The provision for taxation either current or deferred is based on the tax rates applicable to the country of residence of each subsidiary.

 

Discontinued operations

A discontinued operation is a component of the Group's business, the operations and cash flows of which can be clearly distinguished from the rest of the Group and which represents a separate major line of business or geographical area of operations that has been disposed of or is held for sale, or is a subsidiary acquired exclusively with a view to resale. Classification as a discontinued operation occurs on disposal or when the operation meets the criteria to be classified as held for sale, if earlier. When an operation is classified as a discontinued operation, the comparative statement of comprehensive income is re-presented as if the operation had been discontinued from the start of the comparative year.

 

Earnings per share

The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to the owners of Company by the weighted average number of ordinary shares outstanding during the year. Diluted EPS is determined by adjusting the profit or loss attributable to the owners and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares, which comprise share options granted to employees.

 

Segment reporting

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group's other components. All segments results are reviewed regularly by the Group's management to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.

 

Adoption of new and revised International Financial Reporting Standards and Interpretations

As from 1 January 2013, the Company adopted all changes to International Financial Reporting Standards (IFRSs) which are relevant to its operations.

 

(i) Standards and Interpretations adopted by the EU which the Group elected to early adopt as from 1 January 2013.

 

· IFRS 10 ''Consolidated Financial Statements'' (effective the latest, as from the commencement date of its first financial year starting on or after 1 January 2014).

· IFRS 11 ''Joint Arrangements'' (effective the latest, as from the commencement date of its first financial year starting on or after 1 January 2014).

· IFRS 12 ''Disclosure of Interests in Other Entities'' (effective the latest, as from the commencement date of its first financial year starting on or after 1 January 2014).

 

The effect of this early adoption on the financial statements of the Company is discussed in note 4.

 

 

(ii) Standards and Interpretations adopted by the EU

 

The following Standards, Amendments to Standards and Interpretations have been issued but are not yet effective for annual periods beginning on 1 January 2013. Those which may be relevant to the Company are set out below. The Company does not plan to adopt these Standards early.

 

· Investment Entities - Amendments to IFRS 10, 12 and IAS 27 (effective the latest, as from the commencement date of its first financial year starting on or after 1 January 2014).

· Transition Guidance - Amendments to IFRS 10, 11 and 12 (effective the latest, as from the commencement date of its first financial year starting on or after 1 January 2014).

· IAS 27 (Revised) ''Separate Financial Statements'' (effective the latest, as from the commencement date of its first financial year starting on or after 1 January 2014).

· IAS 28 (Revised) ''Investments in Associates and Joint ventures'' (effective the latest, as from the commencement date of its first financial year starting on or after 1 January 2014).

· IAS 32 (Amendments) ''Offsetting Financial Assets and Financial Liabilities'' (effective for annual periods beginning on or after 1 January 2014).

· IAS 36 (Amendments) ''Recoverable Amount Disclosures for Non-Financial Assets'' (effective for annual periods beginning on or after 1 January 2014).

· IAS 39 (Amendments) ''Novation of Derivatives and Continuation of Hedge Accounting'' (effective for annual periods beginning on or after 1 January 2014).

 

(iii) Standards and Interpretations not adopted by the EU

 

· IFRS 7 (Amendments) ''Financial Instruments: Disclosures'' - ''Disclosures on transition to IFRS 9'' (effective for annual periods beginning on or after 1 January 2015).

· IFRS 9 ''Financial Instruments'' (effective for annual periods beginning on or after 1 January 2015).

· IFRS 9 ''Financial Instruments: Hedge accounting and Amendments to IFRS 9, IFRS 7 and IAS 39)'' (effective for annual periods beginning on or after 1 January 2015).

· IFRS 14 ''Regulatory Deferral Accounts'' (effective for annual periods beginning on or after 1 January 2016).

· IAS 19 (Amendments) ''Defined Benefit Plans: Employee Contributions'' (effective for annual periods beginning on or after 1 July 2014).

· Improvements to IFRSs 2010-2012 (effective for annual periods beginning on or after 1 July 2014).

· Improvements to IFRSs 2011-2013 (effective for annual periods beginning on or after 1 July 2014).

· IFRIC 21 ''Bank Levies'' (effective for annual periods beginning on or after 1 January 2014).

 

 

6. OPERATING SEGMENT

 

The Group has five reportable segments, as described below, which are the Group's strategic business units. The strategic business units offer different types of real estate products and services and are managed separately because they require different marketing strategies as they address different types of clients. For each strategic business unit the Group's management reviews internal management reports on at least monthly basis. The following summary describes the operation in each of the Group's reportable segments.

 

· Development Projects - Commercial projects: Include construction of property for future lease.

· Development Projects - Residential projects: Include construction and selling of residential properties.

· Asset Management: Includes the operation of investment property for lease.

· Hotel Operation: Includes the operation of Hotels

· Other - Land bank: Includes the investment and holding of property for future development.

 

Information regarding the results of each reportable segment is included below. Performance is measured based on segment profit before income tax, as included in the internal management reports that are reviewed by the Group's management team. Segment profit is used to measure performance as management believes that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within these industries. Inter-segment pricing is determined on an arm's length basis.

 

 

 

 

 

Development projects

Asset management

Hotel Operation

Other - land bank

Total

 

Commercial projects

Residential projects

 

 

 

 

2013

2012

2013

2012

2013

2012

2013

2012

2013

2012

2013

2012

 

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

External revenues

54,494

25

3,049

4,805

111,942

94,138

17,749

13,501

15,027

13,004

202,261

125,473

Inter-segment revenue

1

-

1

2

-

-

18

-

469

539

489

541

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit on disposal of investment property

 

-

 

-

 

-

 

-

 

27,835

 

-

 

-

 

-

 

-

 

-

 

27,835

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest revenue

3

7,769

6

11

397

408

722

713

4,729

9,593

5,857

18,494

Interest expense

(45)

(35)

(201)

(641)

(65,088)

(54,370)

(1,402)

(988)

(166)

(1,288)

(66,902)

(57,322)

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation

(17)

-

(7)

-

(438)

(537)

(1,286)

(1,400)

(144)

(206)

(1,892)

(2,143)

Reportable segment profit before tax

 

25,662

 

10,194

 

(2,113)

 

321

 

6,418

 

27,643

 

3,350

 

(2,595)

 

(14,338)

 

(20,239)

 

18,979

 

15,324

Other material

non-cash items:

 

 

 

 

 

 

 

 

 

 

 

 

Net valuation gains/(loss) on properties

82,012

(203,920)

(2,186)

(65,801)

45,415

(50,334)

-

-

(21,193)

(11,267)

104,048

(331,322)

Reportable segment assets

 

318,962

 

267,282

 

178,199

 

133,019

 

1,582,780

 

1,263,638

 

53,938

 

56,549

 

390,957

 

418,051

 

2,524,836

 

2,138,539

Reportable segment liabilities

 

-

 

193,404

 

-

 

11,151

 

1,011,865

 

723,945

 

-

 

17,667

 

4,163

 

5,105

 

1,016,028

 

951,272

 

Note:

Development projects: investment projects under construction, including construction of residential properties.

Asset management: yielding property management (all commercial properties).

 

 

 

Reconciliations of reportable segment revenues, profit or loss, assets and liabilities and other material items.

 

2013

2012

US$'000

US$'000

Revenues

Total revenue for reportable segments

202,750

126,014

Elimination of inter-segment revenue

(489)

(541)

Consolidated revenue

202,261

125,473

Profit or loss

Total profit or loss for reportable segments

18,979

15,324

Other profit or loss

(19,176)

(2,041)

Share of the after tax (loss)/profit of joint ventures

(798)

23,881

Profit on disposal of investment in joint venture/subsidiaries

32,278

2,362

Valuation gain/(loss) on investment property

106,234

(265,877)

Impairment loss on inventory of real estate

(2,186)

(65,445)

Consolidated profit/(loss) before tax

135,331

(291,796)

Assets

Total assets for reportable segments

2,524,836

2,138,539

Other unallocated amounts

262,309

467,461

Consolidated total assets

2,787,145

2,606,000

Liabilities

Total liabilities for reportable segments

1,016,028

951,272

Other unallocated amounts

41,638

28,196

Consolidated total liabilities

1,057,666

979,468

 

 

Reportable segment totals

 

Adjustments

Consolidated totals

US$'000

US$'000

US$'000

Other material items 2013

Interest revenue

5,857

15,104

20,961

Interest expense

(66,902)

6,525

(60,377)

Net valuation gain on properties

104,048

-

104,048

Reportable segment totals

 

Adjustments

Consolidated totals

US$'000

US$'000

US$'000

Other material items 2012

Interest revenue

18,494

-

18,494

Interest expense

(57,322)

(9,495)

(47,827)

Net valuation loss on properties

(331,322)

-

(331,322)

 

Geographical segments

Geographically the Group operates only in Russia and has no significant revenue or assets in other countries or geographical areas. Therefore no geographical segment reporting is presented.

 

Major customer

There was no concentration of revenue from any single customer in any of the segments.

 

7. REVENUE

2013

2012

US$ '000

US$ '000

Investment property rental income

126,965

103,643

Sales of trading properties (note 22)

57,540

4,805

Hotel operation income

17,738

13,456

Construction consulting/management fees

18

3,569

202,261

 125,473

 

8. OTHER INCOME

2013

2012

Other income consist of:

US$ '000

US$ '000

Penalties charged to tenants

2,198

-

Profit on sale of property, plant and equipment

57

32

Sundries

4,154

728

6,409

760

 

9. OPERATING EXPENSES

2013

2012

US$ '000

US$ '000

Maintenance, utility and security expenses

25,422

23,530

Agency and brokerage fees

4,552

802

Advertising expenses

4,186

3,996

Salaries and wages

19,398

17,248

Consultancy fees

1,516

1,330

Depreciation

1,721

779

Insurance

799

2,007

Rent

3,086

1,486

Property and other taxes

15,750

14,013

Other operating expenses

87

-

 76,517

65,191

 

10. ADMINISTRATIVE EXPENSES

2013

2012

US$ '000

US$ '000

Consultancy fees

2,149

4,613

Legal fees

998

1,437

Auditors' remuneration

805

523

Valuation expenses

174

397

Directors' remuneration

1,497

510

Salaries and wages

6

178

Depreciation

155

163

Insurance

280

373

Provision for Doubtful Debts

(926)

4,076

Share option expense

4,920

1,256

Donations

4,527

4,209

Other administrative expense

2,326

2,434

 16,911

20,169

 

 

11. OTHER EXPENSES

2013

2012

US$ '000

US$ '000

Prior years' VAT non recoverable (note 21)

1,564

1,230

Compensation paid for fire damages

811

-

Sundries

3,105

315

5,480

1,545

 

 

12. FINANCE INCOME AND FINANCE COSTS

2013

2012

US$ '000

US$ '000

Interest income

5,858

18,494

Loans written off

15,103

-

Net foreign exchange gain

-

 16,630

Finance income

 20,961

 35,124

Interest expense on loans and borrowings

(156)

(2,703)

Interest expense on bank loans

(60,221)

(50,267)

Interest capitalised

-

5,143

Net change in fair value of financial assets

(18)

(124)

Translation reserve reclassified upon disposal of joint venture (note 36)

(30,288)

-

Other finance costs

(6,508)

(9,372)

Net foreign exchange loss

(28,941)

-

Finance costs

(126,132)

(57,323)

Net finance costs

(105,171)

(22,199)

 

Subject to the provisions of IAS23 "Borrowing costs" in 2013 the Group did not capitalise any amount (2012: US$5,143 thousand) of financing costs to the projects that are in construction phase.

 

Loans write off represent short term loans and borrowings of a Group's subsidiary, which were written off, during the first quarter of 2013 based on the understanding that neither legal nor implied obligations are no longer valid regarding these liabilities.

 

 

13. TAX EXPENSE

2013

2012

US$ '000

US$ '000

Current tax expense

Current year

8,666

1,734

Adjustment for prior years

245

213

8,911

1,947

Deferred tax expense/(benefit)

Origination and reversal of temporary differences

22,475

(18,216)

Total tax expense/(benefit)

31,386

(16,269)

 

The provision for taxation either current or deferred is based on the tax rates applicable to the country of residence of each Group entity. Cypriot entities are subject to 12.5% (2012: 10%) corporate rate whereas Russian subsidiaries are subject to 20% corporate rate.

 

2013

2012

%

US$ '000

%

US$ '000

Profit/(loss) for the year after tax

103,945

(275,527)

Total tax expense/(benefit)

31,386

(16,269)

Profit/(loss) before tax

 135,331

(291,796)

Tax using the Company's domestic tax rate

12.5

16,916

(10.00)

(29,180)

Effect of tax rates in foreign jurisdictions

7.5

10,246

(0.14)

(413)

Tax exempt income

(6.3)

(8,570)

(0.50)

(1,467)

Non deductible expenses

8.2

11,047

5.79

16,896

Change in estimates related to prior years

0.2

241

(1.11)

(3,248)

Current year losses for which no deferred tax asset recognised

 

1.1

 

1,506

 

0.39

 

1,143

23.2

31,386

(5.57)

(16,269)

 

The current tax liabilities of US$4,067 thousand as at 31 December 2013, represents the net amount of income tax payable in respect of current and prior periods. The current tax assets of US$2,341 thousand as at 31 December 2012, represents the net amount of income tax overpayment in respect of year ended 31 December 2012 and prior periods net of payments made up to the year end.

 

14. EARNINGS PER SHARE

2013

2012

Basic earnings per share

US$ '000

US$ '000

Profit/(loss) attributable to ordinary shareholders

103,074

(269,098)

 

Weighted average number of ordinary shares

Shares in thousands

Shares in thousands

Weighted average number of shares

1,047,694

1,047,694

Earnings per share (cent)

9.84

(25.68)

 

Diluted earnings per share are not presented as the assumed conversion of the employee share options outstanding would have an anti-dilutive effect i.e. increase in earnings per share.

 

 

15. INVESTMENT PROPERTY

 

a) Reconciliation of carrying amount

2013

2012

US$ '000

US$ '000

Balance 1 January

1,292,300

1,246,988

Reclassification from investment property under development

1,852

40,600

Acquisitions

388,254

-

Disposal of investment property

(61,397)

(3,160)

Renovations/additional cost

13,186

16,557

Fair value adjustment

42,455

(50,334)

Effect of movement in foreign exchange rates

(66,850)

41,649

Balance 31 December

1,609,800

1,292,300

 

Acquisitions represent the effect of the acquisition of the 100% of the previously 50% owned joint venture Krown Investments LLC, which was thereafter treated as a subsidiary. See note 17 for further details.

 

The disposal of investment property represents Building 1 of the Ozerkovskaya (Aquamarine) phase III office complex in Moscow, which was disposed on 20 December 2013. Under the transaction, Krown Investments LLC, the subsidiary holding the rights to Ozerkovskaya (Aquamarine) phase III, sold premises of the first building in the Complex and part of underground premises with gross area of 10,985.8 sq.m., a terrace of 418.9 sq.m. and approximately a 15.8% share in the title to common areas of the Complex, which total 3,728.6 sq.m. (total transacted area corresponds to approximately 11,994 sq.m.), to a Russian state controlled corporation. The consideration was received in cash and amounted to Russian rouble equivalent of US$91.5 million and applicable Russian VAT resulting in a profit of US$27.8 million before taxes.

 

The decrease due to the effect of the foreign exchange rates is a result of the weakening of the rouble compared to the US Dollar by 7.8%, during 2013. The fair value adjustment gain is mostly related to this rouble weakening.

 

b) Measurement of fair value

 

Fair value hierarchy

 

The fair value of investment property was determined by external, registered independent property valuers, having appropriate recognised professional qualifications and recent experience in the location and category of the property being valued. The independent valuers provide the fair value of the Group's investment property portfolio every six months. The same applies for investment property under development in note 16 below.

 

The fair value measurement for investment property of US$1,609,800 thousand has been categorised as a level 3 fair value based on the inputs to the valuation technique used.

 

Level 3 fair value

 

The table presented in reconciliation of carrying amount in 15(a) above shows the reconciliation from the opening balances to the closing balances for level 3 fair values, since all fair values of investment properties of the Group, are categorised as level 3.

 

Valuation technique and significant unobservable inputs

 

The following table shows the valuation technique used in measuring the fair value of investment property, as well as the significant unobservable inputs used.

Valuation technique

Significant unobservable inputs

Inter-relationship between key unobservable inputs and fair value measurement

Discounted cash flows: The valuation model considers the present value of net cash flows to be generated from each property, taking into account rental rates and expected rental growth rate, occupancy rate and void periods together reflected in vacancy rates, construction cost, opening and completion dates, lease incentive costs such rent free periods, taxes* and other costs not paid by tenants. The expected net cash flows are discounted using the risk-adjusted discount rates plus the final year stream is discounted with an all-risk Yield. Among other factors, discount rate estimation considers type of property offered (retail, commercial, office) quality of building and its location, tenant credit quality and lease terms.

· Average Rental rates per sq.m.: Office class A $870, class B $530, prime $1,200 Retail $500-$4,000

· Expected market rental growth office 7-12% average, retail 3-5% average

· Vacancy rate (class A 16.4% class B 11% average 12%

· Risk-adjusted discount rates (14%-25%)

· All-Risk Yield 8.5%-9%

The estimated fair value would increase/(decrease) if:

· Average rental rates were higher (lower)

· Expected market rental growth were higher (lower)

· Void periods were shorter (longer)

· The vacancy rates were lower (higher)

· The risk-adjusted discount rate were lower (higher)

· All-risk yields were lower (higher)

(*) For the purposes of valuations, a general assumption that the cadastral value of the subject premises will be equal to their respective market value (and if, for some reason, the new cadastral value happens to be higher, the efficient property owner will be able to contest the incorrect cadastral value and bring it in line with the market value). Also the new property tax scheme outlined in note 34 involves only the property tax on the existing improvements i.e. cadastral value of existing premises excluding the cadastral value of underlying land. The land tax continues to be calculated separately and the land tax scheme remained unchanged from the last year.

 

 

Investments properties at fair value are categorised in the following:

2013

2012

 

US$ '000

US$ '000

 

 

 

Retail properties

1,160,000

1,160,000

Office space properties

449,800

132,300

 

1,609,800

1,292,300

 

 

 

 

Fair value sensitivity Analysis

 

Presented below is the effect on the fair value of main investment property projects, of an increase/(decrease) in the below inputs at the reporting date. This analysis assumes that all other variables remain constant.

 

 

AFI Mall City

Capitalization Rates

Increase of 1 %

Rate used in fair value calculation as at 31/12/2013

10%

Decrease of 1%

Fair value

1,098,569

1,160,000

1,233,717

Average rental rates per sq.m

Decrease of 5%

Rate used in fair value calculation as at 31/12/2013

US$1,428 sq.m.

Increase of 5%

Fair value (US$ '000)

1,117,059

1,160,000

1,202,941

Occupancy rates

Decrease of 2%

Rate used in fair value calculation as at 31/12/2013

97%

Increase of 2%

Fair value (US$ '000)

1,139,539

1,160,000

1,183,892

 

 

16. INVESTMENT PROPERTY UNDER DEVELOPMENT

2013

2012

US$ '000

US$ '000

Balance 1 January

567,737

805,998

Construction costs

17,050

3,833

Acquisition

846

-

Capitalised interest

-

4,761

Transfer to investment property

(1,852)

(40,600)

Fair value adjustment

63,779

(215,543)

Effect of movements in foreign exchange rates

(12,294)

9,288

Balance 31 December

635,266

567,737

 

In November 2013 the Company's subsidiary MKPK JSC and the Moscow city authorities signed an addendum to the land lease agreement for "Paveletskaya Phase II" project, amending the permitted use of land from industrial to the construction of commercial and residential premises. The addendum is in line with the previous decisions of the Moscow city authorities on development rights of the Company in this project. However the addendum provides the level of certainty required to change the fair value of the project to market value. The market value of the project determined by Cushman & Wakefield, the Company's independent appraisers, was US$92.6 million, as of 30 September 2013, as opposed to book value of US$11.6 million. The resulting US$81 million gross valuation gain (US$64.8 million net of taxation) was recognised in profit or loss on 30 September 2013.

 

According to the article dated 29.10.2013 and published on the official web-site of the Moscow Government, the Construction Department of Moscow Government has made decision to start an active phase of redevelopment at Tverskaya Zastava Square in 2014 (and the first stage of redevelopment will focus on construction of an additional overhead road across the railway lines), whereas the date of completion of these works remains unclear, which will incur significant delay and, thus, pose high uncertainty with the timeline of the subject Plaza IIa project. Based on these facts, the Company recognised a decrease in the fair value of the property of US$13.3 million. The valuation was also determined by the Company's independent appraisers and the fair value loss was recorded in profit or loss on 30 September 2013.

 

The decrease due to the effect of the foreign exchange rates is a result of the weakening of the rouble compared to the US Dollar by 7.8%, during 2013. Part of the fair value adjustment gain is related to this rouble weakening.

 

Fair value measurement and hierarchy is discussed in note 15 above.

 

17. SHARE OF INVESTMENT IN JOINT VENTURES

2013

2012

US$ '000

US$ '000

Balance 1 January

82,414

174,975

Capital contribution

-

37

Dividends received

-

(52,441)

Share of (loss)/profit (net of share of tax)

(798)

23,881

Acquisition of 100% of assets and liabilities of joint venture

(75,599)

-

Transfer to assets held for sale

-

(71,292)

Effect of movements in exchange rates

(462)

7,254

Balance 31 December

5,555

82,414

 

The Group's joint ventures comprise the following:

50% interest in Nouana Limited with its subsidiary Tirel LLC, owner of a hotel in Kislovodsk. 50% interest in Craespon Management Ltd with its subsidiary Sanatorium Plaza LLC that operates the aforementioned hotel.

 

The Group owned a 50% interest in Westec Four Winds Ltd and its subsidiary Dulverton Ltd, owner of investment property in Moscow, which was disposed early January 2013, see notes 27 and 36.

 

The Group also owned a 50% interest in Krown Investments LLC, owner of investment and trading properties in Moscow. On 12 February 2013 the Group acquired the remaining 50% shareholding, deemed as acquisition of assets and liabilities.

 

The following table summarises the financial information of the joint ventures as included in their own financial statement, adjusted for fair value adjustments at acquisition. The table also reconciles the summarised financial information to the Group's interest in joint ventures:

 

2013

2012

US$ '000

US$ '000

Percentage ownership interest

50%

50%

Non-Current assets

31,699

410,135

Current assets

9,488

5,621

Non-Current liabilities

(36,191)

(266,991)

Current liabilities

(11,324)

(22,047)

Net (liabilities)/assets (100%)

(6,328)

126,718

Group's share of net (liabilities)/assets (50%)

(3,164)

63,359

Fair value adjustments at acquisition

8,719

19,055

Carrying amount of interest in joint ventures

5,555

82,414

Revenue

28,161

127,251

Expenses

(29,758)

 (79,489)

Profit and total comprehensive income (100%)

(1,597)

47,762

Group's share of profit and total comprehensive income (50%)

(798)

23,881

Dividends received by the Group

-

52,441

 

 

The above mentioned acquisition of the additional 50% shareholding in the previously joint venture Krown Investments LLC had the following effect on the Group's assets and liabilities:

US$ '000

Assets

Investment property

388,254

Investment property under development

846

Investment in joint ventures

(75,599)

Loan receivable form joint ventures

(91,893)

Trading properties

6,944

Trade and other receivables

6,966

Current tax asset

1,666

Cash

684

237,868

Liabilities

Deferred tax liabilities

(21,315)

Trade and other payables

(13,407)

Total net assets at fair value/Purchase consideration transferred

 203,146

Analysis of cash flows on acquisition:

Consideration paid

(203,146)

Cash acquired

684

Net cash outflow for acquisition of assets and liabilities

(202,462)

 

Change in accounting policy

 

Under IAS 31 Interests in Joint Ventures (prior to the transition to IFRS 11), the Group's interest in these joint ventures was classified as a jointly controlled entity and the Group's share of the assets, liabilities, revenue, income and expenses were proportionately consolidated in the consolidated financial statements. Upon adoption of IFRS 11, the Group has determined its interest to be a joint venture and it is required to be accounted for using the equity method. The effect of applying IFRS 11 is as follows:

 

 

Impact on the comparative income statement

2012

US$ '000

Decrease in the reported revenue

(37,166)

Decrease in other income

(2,521)

Decrease in operating expenses

9,252

Decrease in administrative expenses

241

Decrease in other expenses

1,077

Decrease in valuation loss of investment property

(19,781)

Decrease in the carrying value of trading properties sold

5,372

Decrease in gross profit

(43,526)

Decrease in finance cost

11,753

Decrease in profit on disposal of investments in subsidiaries

(367)

Decrease in operating profit

(32,140)

Increase in share of profit in joint venture

23,881

Decrease in profit before tax

(8,259)

Increase in income tax benefit

8,259

Net impact on profit after tax

-

 

Impact on comparative statement of financial position

2012

US$ '000

Increase in net investment in joint venture (non-current)

82,414

Decrease in investment property and investment property under development

(194,550)

Increase in loans receivable

112,732

Decrease in inventories and trade and other receivables

(868)

Decrease in cash and cash equivalents

(3,346)

Decrease in current tax assets

(536)

Increase in trading properties

1,485

Decrease in property, plant and equipment

(26,355)

Decrease in assets held for sale

(114,596)

Decrease in trade and other payables (current)

6,377

Decrease in deferred tax liability

22,646

Decrease in liabilities held for sale

 114,597

Net impact on equity

-

 

There is no material impact on the consolidated statement of cash flows or the basic and diluted Earnings per share.

 

18. PROPERTY, PLANT AND EQUIPMENT

Buildings

 under

construction

 

Land &

 Buildings

 

Office Equipment

 

Motor

Vehicles

 

 

Total

US$ '000

US$ '000

US$ '000

US$ '000

US$ '000

Cost

Balance at 1 January 2013

17,284

59,848

3,942

1,944

83,018

Additions

159

1,267

258

123

1,807

Disposals

(8)

(669)

(9)

(197)

(883)

Effect of movement in foreign exchange rates

(5,639)

 (1,133)

(344)

(160)

 (7,276)

Balance at 31 December 2013

 11,796

59,313

 3,847

1,710

76,666

Accumulated depreciation

Balance at 1 January 2013

-

2,221

2,625

1,617

6,463

Charge for the year

-

1,210

534

130

1,874

Disposals

-

(666)

(1)

(205)

(872)

Effect of movement in foreign exchange rates

-

(148)

(250)

(136)

(534)

Balance at 31 December 2013

-

2,617

 2,908

1,406

 6,931

Carrying amount

At 31 December 2013

11,796

56,696

939

304

69,735

Cost

Balance at 1 January 2012

31,571

34,157

3,510

1,920

71,158

Additions

6,088

519

276

251

7,134

Transfer of completed building

(23,532)

23,532

-

-

-

Interest capitalised

368

-

-

-

368

Disposals

-

(441)

(13)

(294)

(748)

Effect of movement in foreign exchange rates

2,789

2,081

169

67

5,106

Balance at 31 December 2012

17,284

59,848

3,942

1,944

83,018

Accumulated depreciation

Balance at 1 January 2012

-

1,009

1,971

1,515

 4,495

Charge for the year

-

1,193

554

224

1,971

Disposals

-

(74)

(12)

(212)

(298)

Effect of movement in foreign exchange rates

-

93

112

90

295

Balance at 31 December 2012

-

2,221

2,625

1,617

 6,463

Carrying amount

At 31 December 2012

17,284

57,627

1,317

327

76,555

 

During the year 2012 the Company completed the construction of a new Hotel in the Zheleznovodsk area called Sanatorium Plaza SPA, which was put into operation during that year. Upon completion it was reclassified to Land and Buildings and depreciated on a straight line method over 100 years.

 

19. LOANS RECEIVABLE

2013

2012

US$ '000

US$ '000

Long-term loans

Loans to joint ventures (note 41)

21,438

112,732

Loans to non-related companies

214

759

 21,652

 113,491

Short-term loans

Loans to non-related companies

774

92

774

92

 

Terms and loan repayment schedule

 

Terms and conditions of outstanding loans were as follows:

 

Currency

Nominal

Year of

2013

2012

interest rate

maturity

US$ '000

US$ '000

Unsecured loans to joint ventures

USD

11.5%

2017

11,787

95,426

RUR

19.5%

2017

9,651

17,306

Unsecured loans to non-related companies

 

RUR

 

-

 

2016

 

214

 

-

 

RUR

CBR rate*1.1

 

2014

 

34

 

36

USD

2.5%

 2014

740

723

RUR

11%

On demand

-

92

22,426

113,583

 

20. INVENTORY OF REAL ESTATE

 

A subsidiary of the Company, Nordservice LLC was a "co-investor" in the project called "Botanic Gardens" together with Novoe Koltso Moskvy OJC ("NKM"), fully owned by the City of Moscow, which was the main investor and beneficiary of land lease rights for Botanic Gardens project. On 31 December 2011, the Company reclassified its project "Botanic Gardens" from current assets "Trading properties under construction" to non-current assets as "Inventory of real estate", because the project was held for future development of trading properties which are not expected to be constructed within the Company's 3-year operating cycle. Thereafter, during 2012 the company proceeded with the impairment of this project to zero. The impairment of the inventory of real estate reflects the Company's decision to write-off its Botanic Gardens project because of a claim filed with a Moscow court on 2 August 2012 by a third party creditor seeking to declare the main investor bankrupt, while its assets were previously arrested for the benefit of the same creditor. The Company considered, based on the opinion of its legal advisers, that any recovery of the Company's costs relating to its investments in the project was unlikely. Given the circumstances, the Company has decided to write-off its rights in the project from its books. Notwithstanding, the Company has continued its efforts to recover its costs and/or receive the development rights to the project. As a result of negotiations with the Moscow city authorities, the Company's development rights to the project have been recognised through an addendum to the investment contract for the Botanic Gardens project signed in February 2013.

 

According to this addendum, NKM shall not have any claims to the investments made by AFI Development in the Botanic Gardens project and its subsidiary, Nordservice LLC, will become the only investor under the investment contract. In line with its decision on the investment contract, the city authorities have agreed to change the lessee in the short term land lease agreement from NKM to Nordservice LLC. After thorough assessment of risks to the Company's development rights in respect of the project, AFI Development agreed to make payments to the city of Moscow under the addendum to the investment contract in return for additional development rights. The total aggregate amount of the payments for additional development rights is approximately US$18.5 million, which is to be paid in several instalments, out of which an amount of approximately US$12 million was paid until 31 December 2013. The decision was based on the opinion of external legal advisers of the Company that, in the event that the addendum is declared void or is cancelled (following a claim by the creditors of NKM), the amounts paid to the city of Moscow would be repayable back to the Company.

 

21. VAT RECOVERABLE

 

Represents VAT paid on construction costs and expenses which according to the Russian VAT law can be recovered upon completion of the construction. Part of this VAT is expected to be recovered after more than 12 months from the balance sheet date. Due to the uncertainties in the Russian tax and VAT law, the management has assessed the recoverability of this VAT and has provided for any amounts that their recoverability was deemed doubtful or questionable (see note 11). Under Russian VAT legislation, VAT can also be claimed during the period of construction provided that all required documentation is presented to the VAT authorities. The Group was successful in recovering VAT during the year, and it is estimated that part of the VAT recoverable as at the year-end will be recovered within the next 12 months, which is classified as trade and other receivables, note 25.

 

22. TRADING PROPERTIES

2013

2012

US$ '000

US$ '000

Balance 1 January

3,597

7,372

Acquisition

6,944

-

Transfer from trading properties under construction

29,772

-

Disposals

(32,623)

(3,846)

Effect of movements in exchange rates

 (1,281)

71

Balance 31 December

6,409

 3,597

 

Trading properties comprise the unsold apartments and parking spaces. During the period the Group has sold a number of the remaining apartments and parking places and their cost was transferred to profit or loss.

 

The transfer from trading properties under construction represents the completion of the construction of the 643 parking places units which were disposed upon transferring of the rights to the buyer VTB Bank according to the agreement described below:

 

In November 2012 Bellgate Constructions Limited ("Bellgate"), the Company's subsidiary owning and operating AFIMALL City, entered into an agreement to dispose approximately 643 parking spaces to VTB Bank JSC. The transaction was structured in two stages. The first stage entailed a sale-purchase transaction between Bellgate and VTB Bank JSC of 21,354 sq.m. of parking space. During the second stage 9,247 sq.m. owned (at completion) by VTB Bank JSC will be exchanged for 7,847 sq. m. owned by Bellgate. The first stage of the transaction was completed on 3 June 2013 with the transfer of the rights to the buyer, who became liable for the risks associated with ownership and can utilize the space and is free to sell to another party and therefore revenue of US$54,492 thousand and a corresponding cost of the disposed properties of US$29,772 thousand were recognised in the income statement during second quarter of 2013.

 

23. TRADING PROPERTIES UNDER CONSTRUCTION

2013

2012

US$ '000

US$ '000

Balance 1 January after reclassification of comparative

141,787

129,598

Transfer to trading properties

(29,772)

-

Construction costs

17,805

9,592

Effect of movements in exchange rates

(2,607)

2,597

Balance 31 December

127,213

141,787

 

Trading properties under construction comprise "Odinburg" project which involves primarily the construction of residential properties.

 

The 643 parking places underneath AFIMALL City were completed during the period, reclassified to trading properties and disposed according to the agreement with VTB Bank JSC described in note 22 above.

 

24. OTHER INVESTMENTS

 

The amount represents investment in marketable interest bearing debt securities classified at fair value through profit or loss.

 

25. TRADE AND OTHER RECEIVABLES

2013

2012

US$ '000

US$ '000

Advances to builders

40,241

29,836

Amounts receivable from related parties (note 41)

12,999

5,290

Trade receivables net

9,659

13,891

Other receivables

26,515

12,827

VAT recoverable (note 21)

15,711

15,033

Tax receivable

1,300

1,399

 106,425

78,276

Trade receivables net

Trade receivables are presented net of an accumulated provision for doubtful debts of US$12,658 thousand (2012: US$13,584 thousand).

 

26. CASH AND CASH EQUIVALENTS

2013

2012

Cash and cash equivalents consist of:

US$ '000

US$ '000

Cash at banks

193,027

174,750

Cash in hand

303

99

193,330

174,849

 

27. ASSETS HELD FOR SALE

 

In December 2012 the Company entered into an agreement to dispose of, its 50% of stake in Westec Four Winds Limited (along with its partner, Snegiri Development), which had developed and operated Four Winds. The deal was completed in January 2013 with total consideration received by the Company of circa US$103.4 million. The transaction also resulted in reduction of overall debt of AFI Development following the removal of the project loan by Nordea Bank JSC from its consolidated balance sheet. The total profit on disposal was US$50,725 thousand, US$18,637 thousand of which were recognised as a fair value gain in 2012 and the rest upon completion. The corresponding translation reserve was reclassified to profit or loss upon the disposal of the joint venture in January 2013. An amount of US$30,288 was reclassified as realised foreign exchange loss in financing expenses.

 

28. SHARE CAPITAL AND RESERVES

2013

2012

Share capital

US$ '000

US$ '000

Authorised

2,000,000,000 shares of US$0.001 each

2,000

2,000

Issued and fully paid

523,847,027 A ordinary shares of US$0.001 each

523,847,027 B ordinary shares of US$0.001 each

524

524

524

524

1,048

1,048

 

There were no changes to the authorised or the issued share capital of the Company during the year ended 31 December 2013.

 

Share premium

It represents the share premium on the issue of shares on 31 December 2006 for the conversion of the shareholders' loans to capital US$421,325 thousand. It also includes the share premium on the issued shares which were represented by GDRs listed in the LSE in 2007. It was the result of the difference between the offering price, US$14, and the nominal value of the shares, US$0.001, after deduction of all listing expenses. An amount of US$1,399,900 thousand less US$57,292 thousand transaction costs was recognised during the year 2007. On 5 July 2010 an amount of US$524 thousand was capitalised as a result of a bonus issue.

 

Employee Share option plan

The Company has established an employee share option plan operated by the Board of Directors, which is responsible for granting options and administrating the employee share option plan. Eligible are employees and directors, excluding independent directors, of the Company and employees and directors of the ultimate holding company, Africa Israel Investments Ltd and its subsidiaries. The employees share option plan is discretionary and options will be granted only when the Board so determines at an exercise price derived from the closing middle market price preceding the date of grant. No payment will be required for the grant of the options. In any 10 year period not more that 10 per cent of the issued ordinary share capital may be issued or be issuable under the employee share option plan.

 

As of 31 December 2013 the following options were outstanding.

 

· During 2007 and 2008 options over 1,593,676 GDRs, 0.15% of the issued share capital, with an exercise price of US$7 which have already vested, one-third on the second anniversary of the date of grant, a further one-third on the third anniversary and the remaining one-third, on the fourth anniversary of the date of grant provided that the participants remained in employment until the vesting date. The vesting was not subject to any performance conditions. All 1,593,676 options granted have a contractual life of ten years from the date of grant.

 

· On 21 May 2012, the Board of Directors approved the grant of additional options to Company's employees. Options over 16,763,104 B shares, 1.6% of the issued share capital, were granted with an exercise price equal to US$0.7208, vesting one-third on the second anniversary of the date of grant, a further one-third on the third anniversary and the remaining one-third, on the fourth anniversary of the date of grant provided that the participants remain in employment until the vesting date. The vesting is not subject to any performance conditions. Their contractual life is ten years from the date of grant. Up to the year-end 1.047.694 options were cancelled.

 

· On 22 November 2012, the Board of Directors approved the grant of additional options to the Company's executive chairman. Options over 31,430,822 B shares, 3% of the issued share capital, were granted with an exercise price equal to US$0.5667, vesting one-third on the second anniversary of the date of grant, a further one-third on the third anniversary and the remaining one-third, on the fourth anniversary of the date of grant provided that the participants remain in employment until the vesting date. The vesting is not subject to any performance conditions. Their contractual life is ten years from the date of grant.

 

If a participant ceases to be employed his options will normally lapse subject to certain exceptions. In the event of a takeover, reorganisation or winding up vested options may be exercised or exchanged for new equivalent options where appropriate. Shares/GDRs issued under the plan will rank equally with all other shares at the time of issue. The Board of Directors may satisfy, (with the consent of the participant), an option by paying the participant in cash or other assets the gain as an alternative of issuing and transferring the shares/GDRs. The Board of Directors may amend the rules of the plan at any time.

 

Translation reserve

The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations to the Group presentation currency and the foreign exchange differences on loans designated as loans to an investee company which are accounted for as part of the investor's investment (IAS21.15) as their repayment is not planned or likely to occur in the foreseeable future. These foreign exchange differences are recognised directly to Translation Reserve.

 

Retained earnings

The amount at each reporting date is available for distribution. No dividends were proposed, declared or paid during the year ended 31 December 2013.

 

29. LOANS AND BORROWINGS

2013

2012

US$ '000

US$ '000

Non-current liabilities

Secured bank loans

778,909

554,551

Current liabilities

Secured bank loans

26,367

1,357

Unsecured loans from other non-related companies

660

 15,988

 27,027

 17,345

 

The outstanding loans on 31 December 2013 comprise of the following:

 

A secured loan from VTB Bank JSC ("the Bank") signed on 22 June 2012 by one of the Group's subsidiary, Bellgate Construction Ltd ("Bellgate"). On 29 June 2012 a drawdown of the first tranche of a new loan facility agreement was effected.On 3 August 2012 a drawdown of the second tranche, of US$69,386 thousand (RUR 2,252 million). During the year the Group received the third and the fourth tranche, of total approx. US$86,854 million (RUR 2,633 million). This new loan facility agreement offers a credit line totalling RUR 21 billion, which can be drawn down in 5 tranches, each with a designated purpose: the majority of the funds are designated to refinance existing loans previously issued by the Bank. The remaining funds are designated for the refinancing of construction costs related to the AFIMALL City parking and for the financing of the outstanding payments constituting part of the consideration for the acquisition of the parking.

 

The Company has discretion over the currency of each tranche, which can be drawn down either in US dollars or in Russian roubles. The loan facility has differentiated interest rates which are currency dependent: 9.5% for loans drawn down in Russian roubles and 3 months LIBOR plus 6.7% for loans drawn down in US dollars. The interest on the loans is payable on a quarterly basis, throughout the term of the credit line. Bellgate has undertaken to make equal quarterly payments of US$6.5 million from 2014 to 2016, on account of the principal of the loans, while it has been agreed that the remainder of the loan will mature in April 2018. The terms of the loan facility agreement are substantially similar to those of the loan facility agreement entered into in February 2012 with the Bank in relation to the financing of the acquisition of the AFIMALL City parking. However, certain conditions of the new loan facility will differ from the aforementioned loan, including the following:

The guarantee of AFI Development Plc over the obligations of Bellgate under the loan facility agreement will be in the amount of US$1 million, the nominal value of Bellgate's shares;

a) Additional mortgage over the premises of "Aquamarine" Hotel will be registered in favour of the Bank. This shall be removed in the case that Bellgate redeems US$20 million of principal;

b) Additional guarantee will be provided to the Bank by Semprex LLC, a Russian company which is an indirect subsidiary of AFI Development Plc, and owner of the "Aquamarine" Hotel. This shall be removed in the case that Bellgate redeems US$20 million of principal;

c) The turnover covenant has been changed from monthly bank accounts turnovers of not less than RUR 200 million to quarterly revenues (including VAT) exceeding agreed thresholds, determined as amounts gradually increasing from RUR 651 million for Q3 2012 to the amount of RUR1,139 million for Q1 2018. The penalty for not meeting the covenant is changed from 1% additional interest for the next month to 0.5% additional interest for the next quarter.

 

The loan facility agreement contains other generally acceptable terms, such as the borrower undertaking to maintain the aggregate value of the pledged assets, securing the loan facility, providing the lender with periodic reporting and similar common conditions.

 

On 17 August 2013 Bellgate Constructions Limited signed an addendum to the current Loan Facility Agreement with the Bank. According to the new terms under the above mentioned addendum the applicable interest rate to the US Dollar denominated loan facility has been decreased from 3-month LIBOR plus 6.7% p.a. to 3-month LIBOR plus 5.02% p.a. The change was effective upon the registration date of the mortgage agreements, on 3 September 2013.

 

On 25 January 2013 Krown Investments LLC ("Krown"), a 100% subsidiary, acquired a new secured loan from VTB Bank JSC ("the Bank") for refinancing the repayment of borrowings due to related parties. This loan agreement offers a credit line of US$220 million, which was drawn down during the first quarter of 2013. The agreed interest is three-month LIBOR plus 5.7% p.a., payable every quarter. The loan repayment date is in 731 days from the date of signing the loan agreement. Securities provided to the Bank are on the 100% of the shares of Krown and on properties/buildings of Aquamarine Phase III. A decrease in the market value of the pledged buildings by more than 15% will enable the bank to demand repayment of the loan before the agreed maturity date. In case of disposal of the pledged building, at least 70% of sale proceeds should be directed to the Bank for the repayment of the loan. The outstanding loan amount as at 31 December 2013 amounted to US$205 million, including interest expenses. An amount of US$15 million was repaid during the year out of the proceeds from sale of Building 1 of the Ozerkovskaya (Aquamarine) phase III as disclosed in note 15.

 

During the year Eitan K LLC, a 100% subsidiary, repaid in full the outstanding loan amount obtained from Sberbank, which as at 1 January 2013 amounted to US$20 million, ahead of the contractual repayment date.

 

Terms and debt repayment schedule

 

Terms and conditions of outstanding loans were as follows:

 

Currency

Nominal

Year of

2013

2012

interest rate

maturity

US$ '000

US$ '000

Secured loan from VTB Bank

RUR

9.5%

2018

290,529

226,545

Secured loan from VTB Bank

USD

3m USD LIBOR+

5.02%

 

 

2018

 

 

309,386

 

 

309,386

Secured loan from VTB Bank

USD

3m USD LIBOR+

5.7%

 

 

2015

 

 

205,361

 

 

-

Secured loan from Sberbank

USD

13.5%

2014

-

19,977

Unsecured loans from non-related companies

USD

12%

2014

-

1,041

USD

0%

on demand

-

454

RUR

18.5%

on demand

-

6,796

RUR

0%

on demand

7

6,876

RUR

12%

on demand

54

85

RUR

0.1% - 5%

on demand

599

736

805,936

571,896

 

 

2013

2012

The loans and borrowings are payable as follows:

US$ '000

US$ '000

Less than one year

27,027

17,345

Between one and five years

778,909

96,620

More than five years

-

457,931

805,936

571,896

 

As of 31 December 2013 the Group is in compliance with all loan covenants.

 

30. LONG TERM AMOUNTS PAYABLE

Represented an amount payable to the City of Moscow, for the acquisition of the parking area under the AFIMALL City. The amount is payable in three yearly instalments starting from February 2012 and with the last falling due in February 2014. On the 28 February 2013 the company paid the second instalment of RUR 1,333 million (approx. US$ 43,544 thousand) and the third instalment, which is payable within the next twelve months, is presented as a current liability in "Trade and other payables", see note 32 below.

 

31. DEFERRED TAX ASSETS AND LIABILITIES

 

Deferred tax (assets) and liabilities are attributable to the following:

2013

2012

US$ '000

US$ '000

Investment property

138,666

111,708

Investment property under development

50,427

20,881

Property, plant and equipment

(4,151)

(3,137)

Trading properties

(348)

61

Trading properties under construction

(3,341)

5,267

Trade and other receivables

(4,177)

(4,268)

Trade and other payables

(2,230)

1,229

Short-term loans and borrowings

2,869

(9)

Other items

846

85

Tax losses carried forward

 (53,301)

 (49,870)

Deferred tax liability

125,260

81,947

 

32. TRADE AND OTHER PAYABLES

2013

2012

US$ '000

US$ '000

Trade payables

11,175

2,821

Payables to related parties (note 41)

4,088

6,095

Amount payable to builders

9,556

5,999

VAT and other taxes payable

28,260

17,074

Receipts in advance from sale of investment

-

100,000

Receipts in advance for the sale of parking places

-

61,734

Amount payable for the acquisition of properties (note 30)

39,967

43,068

Advances from customers

107

-

Other payables

7,202

30,347

100,355

 267,138

The above are payable within one year and bear no interest.

 

Payables to related parties

Include an amount of US$3,282 thousand (31/12/12: US$3,761 thousand) payable to Danya Cebus Rus LLC, related party of the Group, for contracts signed in relation to the construction of Group's projects.

 

Receipts in advance from sale of investment

In 2012 the Company received an advance payment for the disposal of the Westec Four Winds plaza which was classified as current liability until the completion of the transaction in January 2013.

 

33. DEFERRED INCOME

 

Represents rental income received in advance, which corresponds to periods after the reporting date.

 

34. FINANCIAL INSTRUMENTS -FAIR VALUES AND RISK MANAGEMENT

 

Accounting classifications and fair values

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels and the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

 

31 December 2013

Financial assets measured at fair value

Note

Designated at fair value

Loans and receivables

Other financial liabilities

Total

Investment in listed Debt Securities

Carrying amount

24

9,982

-

-

9,982

 

Level 1

Level 2

Level 3

Total

Fair Values

9,982

-

-

9,982

 

31 December 2012

There were no financial assets and liabilities measured at fair value on 31 December 2012

 

Financial risk management

 

The Group has exposure to the following risks from its use of financial instruments:

· credit risk

· liquidity risk

· market risk

· operational risk

 

Risk management framework

The Board of Directors has overall responsibility for the establishment and oversight of the Group's risk management framework and is responsible for developing and monitoring the Group's risk management policies.

 

The Group's risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities. The Group, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

 

The Company's Audit Committee overseas how management monitors compliance with the Group's risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Company's Audit Committee is assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit Committee.

 

Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group's receivables from customers and cash deposited with banks.

 

The carrying amount of financial assets represents the maximum credit exposure.

 

Trade and other receivables

Financial assets which are potentially subject to credit risk consist principally of trade and other receivables as well as credit exposures with respect to rental customers and buyers of residential properties including outstanding receivables. The carrying amount of trade and other receivable represents the maximum amount exposed to credit risk. There is no concentration of credit risk to any single customer in any of the Group's segments. Geographically there is no concentration of credit risk. The Group has policies in place to ensure that, where possible rental contracts are made with customers with an appropriate credit history.

 

Cash and cash equivalents

Credit risk arises from cash and cash equivalents. Cash transactions are limited to high-credit-quality financial institutions. The utilisation of credit limits is regularly monitored.

 

The Group has no other significant concentrations of credit risk. Although collection of receivables could be influenced by economic factors, management believes that there is no significant risk of loss to the Group.

 

Investments

The Group limits its exposure to credit risk by investing only in liquid securities and only with counterparties that have a high credit rating. Management actively monitors credit ratings and given that the Group only has invested in securities with high credit ratings, management does not expect any counterparty to fail to meet its obligations.

 

Guarantees

The Company's policy is to provide financial guarantees only to wholly-owned subsidiaries in exceptional cases. In negotiations with lending banks the Company is aiming to avoid recourse to AFI Development on loans taken by subsidiaries. As at 31 December 2013, there were two outstanding guarantees: one of AFI Development Plc for the amount of US$1 million in favour of VTB Bank under a loan facility agreement of Bellgate Construction Limited and another one of AFI Development Plc for the amount of US$205 million in favour of VTB Bank JSC under a loan facility agreement of Krown Investments LLC (project Aquamarine III).

 

Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due. The Group's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation.

 

Prudent liquidity risk management implies maintaining sufficient cash, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. Due to the dynamic nature of the underlying businesses, the Group aims to maintain flexibility in its funding requirements by keeping cash and committed credit lines available.

 

The Group's liquidity position is monitored by the management which take necessary actions if required. The Group structures its assets and liabilities in such a way that liquidity risk is minimised.

 

The Group maintains the following lines of credit as at 31 December 2013:

· A secure bank loan facility from VTB Bank JSC for RUR 21billion, with the majority of the funds designated for refinancing existing loans and the rest for the financing of the acquisition and construction AFIMALL City parking. The line was fully used up to the end of February 2014.

· A secure bank loan facility from VTB Bank JSC for US$220 million, acquired for refinancing the construction costs for Ozerkovskaya III project.

 

The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements:

 

31 December 2013

Carrying

Contractual

6 months

6-12

 

 

More than

 

Amount

Cash flow

or less

months

1-2 years

2-5 years

5 years

 

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

 

 

 

 

 

 

 

 

Secured bank loans

805,276

(981,298)

(40,277)

(39,813)

(272,115)

(629,093)

-

Unsecured loans

660

(677)

-

(677)

-

-

-

Trade and other payables

100,355

(100,355)

(100,355)

-

-

-

-

 

31 December 2012

Carrying

Contractual

6 months

6-12

 

 

More than

 

Amount

Cash flow

or less

months

1-2 years

2-5 years

5 years

 

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

 

 

 

 

 

 

 

 

Secured bank loans

555,908

(778,765)

(23,791)

(24,893)

(90,984)

(171,519)

(467,578)

Unsecured loans

15,988

(17,404)

-

(17,404)

-

-

-

Long term payables

38,324

(41,473)

-

-

(41,473)

-

-

Trade and other payables

105,404

(105,404)

(105,404)

-

-

-

-

 

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

 

Currency risk

The Group is exposed to currency risk on future commercial transactions, recognised monetary assets and liabilities and net investments in foreign operations that are denominated in a currency other than the respective functional currencies of Group entities, primarily the United States Dollars and Russian Roubles. The currencies in which these transactions primarily are denominated are Russian Roubles, United States Dollars, Euro and Ukrainian Hryvnia.

 

Sensitivity analysis

The following shows the magnitude of changes in respect of a number of major factors influencing the Group's profit before taxes. The assessment has been made on the year-end figures.

 

A 10% strengthening of the United States Dollar against the following currencies at 31 December 2013 would have increased/(decreased) equity and profit for the year by the amounts shown below.

 

This analysis assumes that all other variables, in particular interest rates, remain constant. The analysis is performed on the same basis for 2012.

 

Equity

Profit for

the year

US$ '000

US$ '000

31 December 2013

Russian Roubles

8,460

(51,049)

Ukrainian Hryvnia

(2,297)

3

Euro

-

142

31 December 2012

Russian Roubles

18,802

1,305

Ukrainian Hryvnia

2,303

89

 

A 10% weakening of the United States Dollar against the above currencies at 31 December 2013 would have the equal but opposite effect on the above currencies to the amounts shown above, on the basis that all other variables remain constant.

 

Interest rate risk

 

Profile

At the reporting date the interest rate profile of the Group's interest-bearing financial instruments was:

Carrying amount

 

2013

2012

US$ '000

US$ '000

Fixed rate instruments

Financial assets

315,118

288,394

Financial liabilities

(291,189)

(262,510)

(23,929)

25,884

Variable rate instruments

Financial assets

34

38

Financial liabilities

(514,747)

(309,386)

(514,713)

(309,348)

 

Cash flow sensitivity analysis for variable rate instruments

An increase of 100 basis points in interest rates at the reporting date would have increased/ (decreased) equity and profit for the year by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant. The analysis is performed on the same basis for 2012.

 

 

Equity

Profit for

the year

US$ '000

US$ '000

31 December 2013

Variable rate instruments

-

(5,147)

31 December 2012

Variable rate instruments

-

(3,093)

 

A decrease of 100 basis points in interest rates at the reporting date would have the equal but opposite effect on the above instruments to the amounts shown above, on the basis that all other variables remain constant.

 

Operational risk

Operational risk is the risk of direct or indirect loss arising from a wide variety of causes associated with the Group's processes, personnel, technology and infrastructure, and from external factors other than credit, market and liquidity risks such as those arising from legal and regulatory requirements and generally accepted standards of corporate behaviour. Operational risks arise from all of the Group's operations.

 

The Group's objective is to manage operational risk so as to balance the avoidance of financial losses and damage to the Group's reputation with overall cost effectiveness and to avoid control procedures that restrict initiative and creativity.

 

The primary responsibility for the development and implementation of controls to address operational risk is assigned to senior management within each business unit. This responsibility is supported by the development of overall Group standards for the management of operational risk in the following areas:

 

· requirements for appropriate segregation of duties, including the independent authorisation of transactions

· requirements for the reconciliation and monitoring of transactions

· compliance with regulatory and other legal requirements

· documentation of controls and procedures

· requirements for the periodic assessment of operational risks faced, and the adequacy of controls and procedures to address the risks identified

· requirements for the reporting of operational losses and proposed remedial action

· development of contingency plans

· training and professional development

· ethical and business standards

· risk mitigation, including insurance where this is effective

 

Compliance with Group standards is supported by a programme of periodic reviews undertaken by Internal Audit. The results of Internal Audit reviews are discussed with the management of the business unit to which they relate, with summaries submitted to the Audit Committee and senior management of the Group.

 

Capital management

The Board's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business.

 

There were no changes in the Group's approach to capital management during the year. Neither the Company nor any of its subsidiaries are subject to externally imposed capital requirements.

 

The Company is committed to delivering the highest standards in boardroom practice and financial transparency through:

· clear and open communication with investors;

· maintaining accurate quarterly financial records which transparently and honestly reflect the financial position of its business; and

· endeavouring to maximise shareholder returns.

 

A full programme of investor relations activity ensures appropriate contact with institutional and private shareholders, with regular meetings, presentations and disclosure of important information. Great care is taken to provide suitably detailed information on the Group's activities and results to enable various stakeholders to understand the performance and prospects of the Group.

 

Russian Business Environment

The Russian Federation continues to display some characteristics of an emerging market and economic conditions continue to limit the volume of activity in the financial markets. Market quotations may be outdated or reflect distress sale transactions and therefore not represent fair values of financial instruments.

 

Changes in property tax law

 

Russian Federal Law No. 307-FZ dated 2 November 2013 introduced changes in property tax calculation for office and retail premises and properties owned by foreign legal entities that do not operate in Russia via representative offices. The law entered into force on 1 January 2014. Prior to 2014, the property tax was calculated at 2.2% of the property book value posted on the owner's balance sheet. From 2014 the cadastral values for given premises (excluding underlying land) will be set as the basis for property tax payments. The tax rate will be determined by local (regional) authorities under Federal laws. The Moscow Government announced final tax schedule for properties in Moscow as follows: 0.9% (2014), 1.2% (2015), 1.5% (2016), 1.8% (2017), 2.0% (2018).

 

The Company has received cadastral value for several of its properties. Based on the new cadastral values, the Company may face significant (more than twofold) increase in property tax expense in 2014. The Company intends to challenge these cadastral values based on the fact that they do not reflect the existing market values of these properties. In case the legal challenge of the new cadastral values by the Company fails, it may have significant negative influence on the company results.

 

35. GROUP ENTITIES

 

Ultimate controlling party: Lev Leviev Israel

 

Ultimate holding company: Africa Israel Investments Limited Israel

 

Holding company: Africa Israel Investments Limited Israel

 

Significant Subsidiaries Ownership interest Country of incorporation

2013 2012

 

1. OOO AFI RUS 100 100 Russian Federation

2. OOO Avtostoyanka Tverskaya Zastava 100 100 Russian Federation

3. OOO Krown Investments 100 50 Russian Federation

4. OAO Moskovskiy Kartonazhno-poligraphicheskiy Kombinat (MKPK) 99.17 99.17 Russian Federation

5. Bellgate Constructions Limited 100 100 Cyprus

6. OOO Regionalnoe AgroProizvodstvennoeObjedinenie (RAPO) 100 100 Russian Federation

7. OOO Aristeya 100 100 Russian Federation

8. Scotson Limited 100 100 Cyprus

7. ZAO Nedra Publishing 90.17 90.17 Russian Federation

8. OOO Titon 100 100 Russian Federation

9. ZAO MTOK 99.71 99.71 Russian Federation

10. OOO Eitan K 100 100 Russian Federation

11. OOO Semprex 100 100 Russian Federation

12. OOO Zheldoruslugi 95 95 Russian Federation

13. OOO Bizar 74 74 Russian Federation

13. AFI D Finance SA 100 100 British Virgin Islands

 

During the year ended 31 December 2013 the Group acquired the additional 50% of OOO Krown investment as described in note 17.

 

36. DISPOSAL OF INVESTMENTS IN JOINT VENTURES/SUBSIDIARIES

 

2013

2012

US$ '000

US$ '000

The profit on disposal of subsidiaries consists of:

Profit on disposal of Westec Four Winds Ltd

32,088

-

Profit on disposal of non-significant subsidiaries*

190

-

Profit on disposal of OOO Ozerkovka

-

2,637

Loss on disposal of Roppler Engineering Limited and

its subsidiary OOO CDM

 

-

 

(275)

32,278

2,362

 

* Comprises of a number of subsidiaries which are individually insignificant, namely OOO Ko-Project, OOO North Investments and OOO UMM.

 

The selling price of the disposal of Westec Four Winds Ltd was US$103,380 thousand. The resulting profit on sale amounting to US$32,088 thousand was recognised in income statement and a translation reserve of US$30,288 thousand was reclassified as a realised exchange loss in financing expenses of the profit or loss.

 

The selling price of the disposal of non-significant subsidiaries was US$2 thousand. The resulting loss on sale amounting to US$56 and the realised exchange gain amounting to US$246 thousand were recognised in profit or loss.

 

The above disposals had the following effect on the Group's assets and liabilities:

 

31/12/13

US$ '000

Investment property

(177,996)

Property, plant and equipment

(109)

VAT recoverable

(2)

Trading properties

(322)

Trade and other receivables

(2,831)

Cash disposed off reclassified to assets held for sale at the end of 2012

(4,691)

Long-term loans and borrowings

81,408

Deferred tax liabilities

26,614

Deferred income

3,366

Trade and other payables

2,694

Current tax payable

519

Net identifiable assets

 (71,350)

Consideration received in cash

103,382

Amount received in advance in the prior year

(100,000)

Net cash inflow from the disposal of joint venture/non-significant

subsidiaries during the period

 

3,382

 

37. NON-CONTROLLING INTERESTS

 

There were no individually significant subsidiaries which have material NCI.

 

38. OPERATING LEASES

 

Leases as lessee

Non-cancellable operating lease rentals are payable as follows:

2013

2012

US$ '000

US$ '000

Less than a year

15,980

6,224

Between one and five years

21,676

11,318

More than five years

60,167

54,880

97,823

72,422

Amount recognised as an expense during the year

3,086

1,486

 

The ownership of land in the Russian Federation is rare and especially within Moscow region, in which all of the property with only a few exceptions, is owned by the City of Moscow. The majority of land is occupied by private entities pursuant to lease agreements between occupants, of the building located on the land, and the City of Moscow. The Group has several long-term operating leases for land. These leases are entered into with the intention and right to develop the land and carry out construction. Typically they run for an initial period of one to five years which is the period of development and upon completion of development the developer has the right to renew for a long term period of usually up to 49 years. Under both leases the lessee is required to make periodic lease payments, generally on a quarterly basis to the City of Moscow.

 

There is also the option of long term land lease prior to commencement of construction which the developer can acquire with a lump sum payment that is determined from time to time by the City of Moscow and is based on the size of the land, its location and the proximity to amenities. The Group has two such land rights and they run for period of 49 years.

 

Leases as lessor

The Group leases out investment property under operating leases. The future minimum lease payments under non-cancellable leases are as follows:

2013

2012

US$ '000

US$ '000

Less than a year

125,244

110,586

Between one and five years

204,548

273,720

More than five years

46,928

38,461

376,720

422,767

Amount recognised as income during the year

126,814

103,643

 

39. CAPITAL COMMITMENTS

 

Up to 31 December 2013 the Group has entered into a number of contracts for the construction of investment or trading properties:

 

Project name

Commitment

 

2013

2012

US$ '000

US$ '000

Odinburg

53,058

-

Kossinskaya

20,253

-

TVZ Plaza IC

12,776

-

Serebryakova

7,332

Pavaletskaya II

3,733

-

TVZ Plaza IV

3,592

-

TVZ Plaza II

1,297

-

Bolshaya Pochtovaya

334

-

102,375

-

 

40. CONTINGENCIES

 

There were not any contingent liabilities as at 31 December 2013.

 

41. RELATED PARTIES

 

Outstanding balances with related parties

2013

2012

US$ '000

US$ '000

Assets

Amounts receivable from joint ventures

16

4,978

Amounts receivable from ultimate holding company

203

203

Amounts receivable from other related companies

12,780

109

Long term loan receivable from joint ventures

21,438

112,732

Liabilities

Amounts payable to joint ventures

170

1,631

Amounts payable to ultimate holding company

435

461

Amounts payable to other related companies

3,483

 4,003

Deferred income from related company

266

267

 

All outstanding balances with these parties are priced at an arm's length basis and are to be settled in cash. None of the balances is secured.

 

Transactions with the key management personnel

2013

2012

US$ '000

US$ '000

Key management personnel compensation comprised:

Short-term employee benefits

4,401

 2,175

Share option scheme expense

4,920

1,256

 

 

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity. The person is a member of the key management personnel of the entity or its parent (includes the immediate, intermediate or ultimate parent). Key management is not limited to directors; other members of the management team also may be key management.

 

Other related party transactions

2013

2012

US$ '000

US$ '000

Revenue

Joint venture - consulting services

-

2,122

Joint venture - rental income

2

93

Joint venture - other income

11

-

Joint venture - interest income

2,523

16,343

Related company - rental income

1,358

1,251

 

Expenses

Ultimate holding company - administrative expenses

433

370

Joint venture - interest expense

-

2,072

Joint venture - operating expenses

193

269

Joint venture - administrative expenses

9

2

Other related companies - administrative expenses

6

-

Other related party transactions

2013

2012

US$ '000

US$ '000

Construction services capitalised

Related company - construction services

9,076

-

 

42. SUBSEQUENT EVENTS

Subsequent to 31 December 2013 there were no events that took place which have a bearing on the understanding of these financial statements except of the following:

In February 2014, the Company subsidiary, Bellgate Construction Ltd. ("Bellgate") paid the last fourth instalment of RUR1,333 million (approx. US$37.5 million) to Moscow municipal organisation GUP "Tsentr City" for the underground parking premises at AFIMALL City. According to the agreement between Bellgate and GUP "Tsentr City", the purchase price had to be paid in four instalments. The amount was paid by using the last tranche of the loan by VTB bank as described in note 29.

During February-March 2014 Russia got involved in a conflict with Ukraine over Crimea, following the change of regime in the Ukraine, while the steps undertaken by the Russian government in Crimea are viewed negatively by the United States and some EU states. The consequences of this conflict may have a negative effect on the Russian economy; however it cannot be quantified or predicted at the current stage of events.

During January - March 2014 the Russian Rouble depreciated by about 12% against US Dollar. This depreciation may have a negative effect on the Company'sequity.


[1] Ministry of Economic Development estimate

[2] Base asking rental rate for the 100-200 sq.m. gallery unit at the ground floor of a prime shopping centre, US$ per annum, triple net

[3] Debt includes all loans and borrowings. For further details please see note 29 to the Financial Statements.

[4] State Statistics Agency of the Russian Federation

[5] Base asking rental rate for the 100-200 sq.m. gallery unit at the ground floor of a prime shopping centre, US$ per annum, triple net

[6] According to the IFRS rules, Investment property and Investment property under development are presented on a fair value basis, Trading property and Property, plant and equipment are presented on a cost basis.

[7] This is the area after the disposal of part of the parking space to "VTB Bank" JSC.

[8] This is the project data prior to the disposal transaction of Building 1.

[9] Debt includes all loans and borrowings. For further details please see note 29 to the Financial Statements.

1Valuation figures represent Company's share (74%)

2 Valuation figures represent Company's share (95%)

3 Valuation figures represent Company's share (99%)

4 The project portfolio includes 50% owned joint ventures, which are accounted by equity method

 

[10] According to common market practice in Russia and to applicable Russian laws, preliminary sales of apartments during construction are done in the form of "contracts of participation in construction", which are executed between the developer and purchaser of an apartment. These contracts are registered with state authorities and enter into legal force after this state registration. However the Company considers that signed contracts have high probability of registration and entering into legal force and reports "units sold" as the number of contracts signed with the apartments purchasers.

[11] Total expected costs correspond to the whole project

[12] According to the updated project documentation.

[13] All information presented in the table corresponds to Phase 1 of the project

[14] Source: Rosstat

[15] Source: IMF statistics

[16] Source: Rosstat

[17] Decrease in the amount of properties due to reclassification of Kossinskaya from office to retail properties

[18] Increase in the amount of properties due to reclassification of Kossinskaya and addition of Paveletskaya II project (which was previously referred to as land bank)

[19] In November 2012 Bellgate Construction Limited ("Bellgate"), the Company subsidiary owning and operating AFIMALL City, disposed of approximately 643 parking lots to VTB Bank JSC, which is using this parking space for its office headquarters located next to AFIMALL City. The transaction is structured in two stages. The first stage entailed a sale-purchase transaction between Bellgate and VTB Bank on 21,354 sq.m. of parking space. During the second stage 9,247 sq.m. owned (at completion) by VTB Bank will be exchanged for 7,847 sq. m. owned by Bellgate. The first stage of the transaction was completed in June 2013.

[20] Construction of AFIMALL City was carried out based on an investment agreement of 2005 executed between the City of Moscow and Bellgate. GUP of the City of Moscow "Tsentr City" was engaged in the project by the City of Moscow as a project management company and held lease rights to the land plot underlying the construction site of AFIMALL City under the lease agreement executed in 2005. In July 2012, Bellgate became a co-tenant of the land plot underlying, inter alia, AFIMALL City and the underground parking under a land plot lease agreement with multiple tenants executed with the City of Moscow. Under Russian law, a lease agreement with multiple tenants (co-tenants) is executed when there are several owners/users of different real estate objects located on the same land plot.

[21] It is noted that long-term lease agreements entered into for a period of one year or more as well as ownership rights are registered with the Real Estate Register. Accordingly, ownership rights of Bellgate to the properties of AFIMALL City and the underground parking are registered with the Real Estate Register. Bellgate is a co-tenant of the land plot underlying the AFIMALL City and the underground parking, and the lease agreement is registered in the Real Estate Register.

[22] In previous reports the occupancy rate was calculated in relation to shops area, in this table it is presented in relation to Gross Leasable Retail Area of 96,800 sq.m. As of 31.12.13 the occupancy data is presented as a percentage of the total GLA (gross leasable area) - 107,208 sq.m.

[23] Stores under operation except kiosks and terminals

[24] The first draw down of the credit facility was made by the holding company on June 29, 2012.

[25]Calculated based on average unrecoverable operational expenses till the date of deemed realization of property

[26] General increase of employees (160 in 2013 vs 149 in 2012) is a result of new development project's start.(Odinburg)

[27] General increase of employees (149 in 2012 vs 138 in 2011) is a result of new development project's start.(Odinburg, Kossinskaya)

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
FR JRMMTMBJBTBI
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