Madinet Nasr S Regulatory News (MNHD)

Nasr City - Cons 12-2018E4

Madinet Nasr for Housing and Development S.A.E.

SUMMARIZED CONSOLIDATED

FINANCIAL STATEMENTS

and auditor’s report thereon

AT 31 December 2018

TO THE SHAREHOLDERS OF

Madinet Nasr for Housing and Development S.A.E.

REPORT OF THE INDEPENDENT AUDITOR ON THE SUMMARY CONSOLIDATED FINANCIAL STATEMENTS

We have audited the consolidated financial statements of Madinet Nasr for Housing and Development S.A.E. for the year ended 31 December 2018, from which the attached summary consolidated financial statements are derived, in accordance with the Egyptian Standards on Auditing and the relevant laws and regulations. As stated in our Arabic audit report dated 20 February 2019, we expressed an unqualified audit opinion, with an emphasis of matter regarding going concern for a subsidiary, on the consolidated financial statements for the year then ended, from which the attached summary of consolidated financial statements are derived.

In our opinion, the attached summary consolidated financial statements are consistent in all material respects, with the audited consolidated financial statements for the year then ended.

In order to obtain a comprehensive understanding of the company's consolidated financial position as of 31 December 2018, the results of its operations for the year then ended and our scope of audit, you should refer to the Arabic audited consolidated financial statements for the year ended 31 December 2018 and our report thereon.

Mohanad T. Khaled

Fellow of ACCA

Fellow of ESAA

R.A.A. 22444

FRA No. 375

Cairo, 21 February 2019

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

At 31 December 2018

CONSOLIDATED STATEMENT OF FINANCIAL POSITION - Continued

At 31 December 2018

Auditor's report attached.

CONSOLIDATED STATEMENT OF INCOME (PROFIT OR LOSS)

For the year ended 31 December 2018

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 December 2018

 CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

For the year ended 31 December 2018

 CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 31 December 2018

 CONSOLIDATED STATEMENT OF CASH FLOWS - Continued

For the year ended 31 December 2018

NON-CASH TRANSACTIONS:

The statement of cash flows does not include the following non-cash transactions:

- An amount of L.E. 1,828,505 (2017: L.E. 303,103) represents amount transferred from projects under construction to fixed assets during the year.

- An amount of L.E. 317,330,755 (2017: L.E. 192,332,965) represents bank accounts and deposits against liabilities for projects maintenance.

- An amount of L.E. 202,899,611 (2017: L.E. 500,000,000) represents increase in paid up capital through issuance of free shares financed from retained earnings.

1. COMPANY BACKGROUND

1.1 Legal form of the company

Madinet Nasr for Housing and Development S.A.E. was incorporated in accordance with the Presidential Decree No. 815/1959 and was changed to Joint Stock Company according to Presidential Decree No 2908/1964, then became a subsidiary of Public Sector Authority for Housing by Presidential Decree No. 469/1983.

The company was converted under the provisions of Law No. 203 for 1991 issued on 30/06/1996 to an Egyptian Joint Stock Company as a subsidiary to the Holding Company for Housing under the name of Madinet Nasr Housing and Development. The Extraordinary General Assembly of the company held on 30/06/1996 approved the change in the governing laws under which the company was operating from the provisions of Law No. 203 for 1991 to the provisions of Law No. 159 for 1981 and its executive regulations and published in company's journal on January 1997.

The Company was registered in the Commercial Registry under No. (300874) dated 23 December 1996 and Tax Registration No. 095-009-200.

1.2 Activity

The company is engaged in all activities related to real estate development for land, buildings and facilities including acquisition of land and real estate, sale and rental, dividing it and providing all types of facilities necessary for reconstruction and connected to it in Nasr City and other areas nationwide, the purchase and development, utilization, leasing and sale of all buildings and land. The company can establish, manage and invest in all residential, administrative, tourist, recreational and all projects necessary to achieve these purposes, and all real estate operations, financial, commercial and entertainment related to these purposes, as well as carrying out design, and engineering consultancy, and supervision of the execution by others. 

BIG Investment Group Limited - Egypt is considered the main shareholder of the company.

1.3 Duration

The company's term is 50 years starting from the date of the registration in the commercial register and has been renewed for another 25 started from 23/12/1996 to 22/12/2021.

1.4 Location

The company's head office is located at 4, Youssef Abbass, Nasr City, Cairo, Egypt.

The Chairman is Eng. Mohamed Hazem Barakat.

The company's ordinary shares are listed on the Egyptian Exchange (EGX) and, as Global Depositary Receipts (GDRs),

The company's Board of Directors has approved the consolidated financial statements for the year ended 31 December 2018 on 17 February 2019.

1. COMPANY BACKGROUND - Continued

1.5 Basis of consolidation

A subsidiary is a company in which the company owns more than 50% of the share capital and the company exercises the right to control the investee when the company is exposed or entitled to variable returns through the company's contribution to the investee company and has the ability to affect those returns through its authority over the company. Therefore the company controls the investee company when the company has all the following:

· Power over the investee.

· Exposure or right to variable returns by contributing to the investee company.

· The ability to use the authority on the investee company to influence the amount of proceeds obtained from it.

Investments in subsidiaries are carried at cost less impairment losses, if any.

§ The consolidated financial statements include the financial statements of the company and its subsidiaries.

§ The financial statements of the subsidiaries are prepared for the same reporting year as the parent company, using consistent accounting policies.

§ All intra-group balances, transactions, income and expenses and profits and losses resulting from intra-group transactions that are recognized as assets and liabilities, are eliminated in full.

§ Subsidiaries are fully consolidated from date of acquisition, being the date on which the group obtains control, and continue to be consolidated until the date such control ceases.

§ Non-controlling interests represent the portion of total comprehensive income and net assets not held by the group are presented separately in statement of income and within equity in consolidated financial position, separate from owners of parent's equity.

The following is a listing of subsidiaries:

2. USE OF ESTIMATES AND JUDGMENTS

The preparation of consolidated financial statements in accordance with Egyptian Accounting Standards requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable, under the circumstances, the results of which form the basis of making the judgments about the carrying values of assets and liabilities. Actual results may differ from those estimates.

The estimates and underlying assumptions are reviewed on a continuous basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised and the future periods if it affects future periods.

2. USE OF ESTIMATES AND JUDGMENTS

The following are items on the consolidated financial statements that are effected by judgments, assumptions, and estimates:

- Depreciation of fixed assets and investment property

- Provisions

- Assets impairment

- Taxation

- Cost of sales and cost of completion of infrastructure liability

- Amortization of the discount of present value of notes receivable

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a) Basis of preparation of consolidated financial statements

The consolidated financial statements were prepared in accordance with the Egyptian Accounting Standards and relevant local laws and regulations.

The consolidated financial statements are prepared under the historical cost convention modified for measurement of available for sale investments, held to maturity investments and investment at fair value through profit and loss.

The consolidated financial statements are presented in Egyptian Pounds which presents the functional currency of the group.

b) Fixed assets and depreciation

Fixed assets are recorded on purchase at cost and are presented in the consolidated financial position net of accumulated depreciation and impairment losses. Historical costs include costs associated with the purchase of the asset. For assets constructed internally, the cost of the asset includes the cost of raw materials, direct labor and other direct costs incurred in bringing each asset to its location and the purpose for which it was acquired, as well as the costs of removal and rearrangement of the site, where the assets are located.

Components are accounted for on an item of fixed assets that have different useful lives as separate items within those fixed assets.

 The carrying amount of fixed assets includes the cost of replacing a part or component of such assets when it is expected to obtain future economic benefits as a result of spending that cost. Other costs allocated to the consolidated statement of income as an expense when incurred.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

Depreciation is provided on a straight line basis to write off the cost less estimated residual value of each asset - other than land. Estimated useful lives are reviewed periodically and on review base useful lives are adjusted and relevant rates for year 2018 as follows:

The adjustment of the depreciation rates led to decrease in the profit for the year by approximately L.E. 4 million.

c) Projects under construction

Projects under construction are recorded at cost which includes all the direct costs incurred on the assets to reach its final position. These are transferred to fixed assets or investment property when the asset is complete and ready for its intended use. Projects under construction are recorded at cost less impairment, if any.

d) Available for sales investment

Available for sale investments are initially recorded at cost and are subsequently measured at fair value. Changes in fair value are reported as a separate component of other comprehensive income. Where available for sale investments could not be measured reliably, as the market for an investment is not active (and for unlisted securities), these are stated at cost less impairment losses, if any. Impairment loss is charged to the consolidated statement of income.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

e) Held to maturity investments

Held to maturity investments are carried at amortized cost using the effective interest method. Premiums or discounts (if any) are amortized using the effective interest method. When the investment is impaired, the impairment loss is adjusted against book value and included in the consolidated statement of income.

f) Investment properties

Investment properties are measured at cost model and depreciation expense carried to the consolidated statement of income according to the straight-line method over the estimated useful life of all investment property except the land. In case of such assets are impaired, the loss is included in the consolidated income statement.

g) Investments at fair value through profit and loss

Investments at fair value through profit and loss are initially recorded at cost and revaluated at the date of consolidated financial statements at fair value which represents the market price at the valuation date. Changes in fair value are charged to the consolidated statement of income.

h) Inventories

Inventories are stated at the lower of cost or net realizable value. Costs include expenses incurred in bringing each product to its present location and condition. Cost of raw materials, packing materials, spare parts, fuel and oil is determined on an weighted average basis.

Net realizable value is based on estimated selling price less selling and completion cost.

i) Housing and development projects

All cost incurred on housing and development projects are included in this account. At point of sale, this account is adjusted based on actual per meter cost of land or units sold. Housing and development projects are measured at the lower of cost and net realizable value. In case of decrease the net realizable value under the cost, the decrease is charged to the consolidated statement of income.

j) Consolidated statement of cash flows

Consolidated statement of cash flows is prepared according to the indirect method

k) Cash and cash equivalents

Cash and cash equivalents include cash on hand, time deposits (due within 3 months), investments at fair value through profit and loss, bank current accounts, and short term highly liquid investments, which can be easily converted to cash, less overdrafts (credit banks) and pledged time deposits against letters of guarantee.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

l) Trade receivables, notes receivables and other debit balances

Trade accounts receivable stated at cost net of allowance for doubtful debts, which is estimated for amounts not expected to be collected in full. Other debtors stated at cost less any impairment.

Notes receivable represents are the value of the Post Dated Checks (PDCs) obtained from the customers in payment of the remaining contractual values of the contracted real estate units. The initial recognition of the notes receivable is at fair value at the time the contract is entered into with the customers. At the date of preparation of the consolidated financial statements, notes receivable are re-measured at amortized cost which is determined by discounting the future cash flows of the notes receivable using the rate of return that discounts the nominal value of the instruments to the current cash price for selling the real estate units.

m) Assets impairment

Non-Financial Assets

At the consolidated financial statements date, the company reviews the carrying amounts of its owned non financial assets to determine whether there is any indication that those assets may be impaired. If any such indication exists, the company estimates the recoverable amount for each asset separately in order to estimate the impairment losses. In case the recoverable amount of the asset cannot be properly estimated, the company estimates the recoverable amounts for the cash-generating unit which is related to the asset.

In case of using a reasonable and consistent basis for allocating of the assets to the cash generating units, the company's general assets would be also allocated to these units. If this is unattainable, the general assets of the company shall be allocated to the smallest group of the cash-generating units, which the company determined using logical and fixed bases.

The asset recoverable amount or the cash-generating unit is represented by the higher of the fair value (less the estimated selling costs) or the estimated amount from the usage of the asset (or the cash generating unit).

The estimated future cash flow from the usage of the assets, or the cash generating unit using a discount rate before tax is discounted in order to reach the present value for these flows which represents the estimated amount from using the asset (or the cash generating unit).

This rate reflects current market assessments of the time value of money and the risks specific to the asset, which were not taken into consideration when estimating the future cash flow generated from it. When the recoverable amount of the asset (cash generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash generating unit) is reduced to its recoverable amount with the impairment loss recognized immediately in the consolidated income statement.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

In case the impairment on asset (or cash generating unit) decreases subsequently, and this decrease is related in a logical manner to one event or more taking place after the initial recognition of the impairment at the profit or losses, a reversal is done for the revised amount of losses (or a part of it)- which had been recognized previously- in the consolidated income statement, and the carrying amount for the asset is increased (or the cash generating unit) with the new estimated recoverable amount provided that the revised carrying amount of the asset after revising (or the cash generating unit) does not exceed the carrying amount determined for the asset, had the recognized losses resulting from impairment, not been recognized in previous years

Financial Assets

At the consolidated financial statements date, the company determines whether there is any indication that its financial assets may be impaired.

Financial assets are exposed to impairment when an objective evidence that the estimated future cash flow have been affected by the event or more established at a date subsequent to the initial recognition of the financial asset.

The carrying value of all financial assets is reduced directly with the impairment losses except those related to the reduction in the expected value of the collections from the customers debts and other debit balances, where a formed allowances for impairment loss is done on its value. When the debt of the clients or the owner of the debit balance is uncollectible, a written off discount is applied upon this account. All the changes in the book value relating to this account are recognized in the consolidated income statement.

n) Provisions

Provisions are recognized when there is a present obligation (legal or constructive) as a result of a past event, it is probable an outflow of resources embodying economic benefits will be required to settle this obligation and a reliable estimate can be made for the obligation.

Provisions are reviewed at the consolidated statement of financial position date and adjusted (if necessary) to present the best current estimate.

o) Unearned revenue, payables and other credit balances

The value of unearned revenues on real estate units (villas, townhouses, twin houses, apartments and garages) contracted for sale and were not delivered to customers on the date of the consolidated statement of financial position is recorded as a liability at the cash price of those units (after discounting the future contractual value of these units to reach the cash sale price). These balances are recognized as sales income in the consolidated statement of income on the date of delivery.

Liabilities are recognized for amounts to be paid in the future for goods received or services rendered to the company, whether billed or not billed by the supplier.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

p) Treasury stocks

Treasury stocks are recorded at cost and deducted from shareholders equity. Gain or loss from sale of shares is included in the retained earnings.

q) Dividends

Dividends are recorded as liability during the year when declared.

r) Revenue recognition

1. Cash sales

Sales of land and property is recoded after collection of the agreed upon price and delivery to the customer in accordance with the terms of the contract.

2. Installment Sales

- Total sale of value of land and property is recorded as sales during the period after deduction of profit relating to deferred installments on those sales. Such deduction is recorded as a liability (profit from deferred installments) when the following terms for sales are met as:

§ The risk and rewards of ownership of units sold is not transferred to the buyer until settlement of all installments due from the buyers and the transfer of ownership to buyer.

§ The company has the right of managerial intervention and supervision on units sold to guarantee that the buyer is a biding by the contractual terms.

§ According to the signed contracts with the customers, the company has the right to cancel the contracts if all installments due were not paid.

- Deferred installments profit and deferred interests on installments which related to sale of land and properties in prior years are recognized on the accrual basis when the installments full due adjusting the profit margin by cost incurred on projects during the year.

3. Revenue from real estate contracts

The company is performing the activity of real estate and marketing to this activity through customers' contracts which give them the right to have real estate villa, ton house and unit over the period of the contract. Revenue recognized from sales agreements according to the stages included in the sales agreements according to the following:

· Development of land for construction of real estate

· Construction of the building

· Finishing of units

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

4. Joint arrangement

A joint arrangement is an arrangement in which two or more parties have joint control. It is either a joint operation or a joint venture. A joint arrangement is that the parties are bound by a contractual agreement granting joint control to two or more parties of the arrangement.

The classification of a joint arrangement as a joint operation or a joint venture depends on the rights and obligations (undertakings) of the parties to the arrangement. The joint operation becomes a joint arrangement when its parties have joint control over the rights over the assets and the obligations associated with the arrangement. These parties are called joint operators. A joint venture is a joint arrangement when its parties have joint control over the rights over the net assets associated with the arrangement. These parties are called shareholders in joint ventures. The entity shall apply the judgment in assessing whether the joint arrangement is a joint venture or a joint venture.

The joint operator shall account for assets, liabilities, income and expenses related to its share in the joint operation in accordance with the Egyptian Accounting Standards applicable to such assets, liabilities, revenues and expenses.

On 31 December 2015, the Company adopted a new strategy to execute a joint venture development contract based on a share in the revenue of the sales. The Company receives its share against the land provided for development by the other co-developer who will receive the rest of the sale revenue against incurring the development cost.

5. Other revenue:

- Rent, time deposits interest and bonds revenue recorded on the accrual basis.

- Dividends revenue are recognized and recorded as income when they become legally payable by the investee companies and realized after acquisition date.

6. Contracting Revenue

Contacting revenue of the two subsidiary companies included value of contracts with customers, approved change orders, incentives, and other claims. Revenue from contracting is recognized following percentage-of-completion method.

s) Direct and indirect cost

Direct and indirect costs incurred for the constructions of the real estate are accumulated in the housing and development projects inventory account. Cost of the completed units are comprises of land cost, cost of building constructed and other indirect costs.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

t) Operating rent

Operating rent are recorded in the consolidated statement of income on a straight line method over the rent period.

u) Employees' benefits

The company contributes to the social insurance scheme for the benefit of its employees in accordance with the Social Insurance Law. Contributions of workers and employers are calculated at a fixed rate of wages. The company's commitment is represented in value of its contribution. The company's contributions are charged to the statement of income. The company gives employees who have reached retirement age, end of service gratuity up to a maximum of 50 thousand Egyptian pounds. The Company also applies an optional early retirement scheme. End of service benefits for employees benefiting from this system are charged to the consolidated statement of income in the period in which they are approved for early retirement.

v) Taxation

Income tax

Taxation is accounted according to Egyptian laws and regulations.

Income tax expense that is calculated on the profits of the company represents the sum of the tax currently payable (calculated according to the applied laws and regulations and using the tax rates prevailing as of the consolidated financial statements date) and deferred tax. Current and deferred taxes are recognized as income or expenses and included in the profits or losses of the period except for instances that taxes are established from:

· A transaction or event recognized, in the same period or other period, outside profit or loss either in other comprehensive income or directly in equity, or

· Business combinations.

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities according to the accounting basis used in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates that have been enacted or substantively enacted at the consolidated financial statements date.

Deferred tax liabilities are generally recognized (generated from taxable temporary differences in the future) while deferred tax assets recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

The carrying amount of deferred tax assets is reduced to the extent that it is no longer probable that sufficient taxable profits will be available in future years to allow all or part of the asset to be recovered. The balance sheet method is used in accounting for deferred assets and liabilities and they are recognized as non-current assets and liabilities.

w) Earnings per share

Earnings per share are calculated by dividing the net profit for the period after deduct employees share in profit and Board of Directors remuneration by the weighted average number of outstanding shares during the year.

x) Borrowing cost

Borrowing costs directly attributable to the acquisition, construction or production of a qualified asset for capitalization of cost of borrowing; are capitalized as part of the cost of the asset. Other borrowing costs are charged as an expense in the consolidated statement of income on a time-apportioned basis using the effective interest rate.

y) Legal reserve

As required, by the Companies Law No. 159 of 1981 and the company's Articles of Association 5% of the profit for the year is transferred to the legal reserve. The company may resolve to discontinue such annual transfers when the reserve totals 50% of the issued share capital. The legal reserve cannot be distributed except in cases stated in the Law.

z) Foreign currency transactions

The company's functional currency is the Egyptian pound. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the consolidated financial statements date are translated at the rate of exchange ruling at that date. Retranslation exchange profit and loss is taken to the consolidated statement of income.

4/1 FIXED ASSETS

(*) Land and buildings includes land and buildings of the social club and the playground rented for Madinet Nasr for Housing and Development club by book value approximately L.E. 1.3 million and L.E. 4.5 million for land and buildings respectively, also the buildings and constructions of El Nasr for Utilities on a plot of land of 7,780 M2 by a usufruct right for the company with unlimited period and there are negotiation to purchase this land.

4/1 FIXED ASSETS - Continued

a) Fully depreciated assets and still operating are as follows:

b) Depreciation for the year is allocated as follows:

4/2 PROJECTS UNDER CONSTRUCTION

4/3 ASSETS HELD FOR SALE - Al Nasr Company for Civil Works

The land and building has been transferred from projects under construction to assets held for sale based on Board of Directors' decision to sell the building, selling contract was signed on 3 April 2018.

5. INVESTMENTS

5/1 Held to maturity investments

5/2 Available for sale investments

(*) Available for sale investments are not traded in active market, the management point of view that there is no material variance between the cost and the fair value.

5/3 Investments properties

Fair value of investment properties is not less than its book value.

(*) Rented buildings (Net)

5. INVESTMENTS - Continued

(**) Stadiums buildings' which is located in Suez Road by 74,543 M2 was exchanged with piece of land by 60,000 M2 from Armed Forces Lands Projects Authority and added to Allocated land for developing and housing Projects by cost not by fair value as considered that similar fair value of two pieces of land without determination in accordance with signed protocol between the two parties dated on 5 January 2016.

- Fully depreciated investment properties and still used are as follows:

5/4 Investments at fair value through profit and loss

(*) United Bank Investment Fund (Rakhaa) includes pledged investment certificates by L.E. 9,203,122 against letters of guarantee as of consolidated financial statement date. (Note 20)

5/5 Investments held to maturity - Treasury bills

6. INVENTORIES

7. HOUSING AND DEVELOPMENT PROJECTS

8. TRADE AND NOTES RECEIVABLE

8. TRADE AND NOTES RECEIVABLE - Continued

(*) Capital Gardens' project represents joint operation between the company and Palm Hills for Development Company S.A.E. in accordance with the signed contract on 5 July 2015, the company's share is 36% of total project's revenues. (Note 22)

9. TRADE PAYABLES - DEBIT BALANCES - NET

10. DEBTORS AND OTHER DEBIT BALANCES - NET

11. CASH AND BANK BALANCES

(*) Time deposit on 31 December 2018 included L.E. 88,682,048 (2017: L.E. 65,691,426) pledged time deposits against letters of guarantee.

12. UNEARNED REVENUES

13. PROVISIONS

14. PROJECT INFRASTRUCTURE COMPLETION LIABILITIES

15. DEFERRED PROFIT & INTEREST ON OUTSTANDING INSTALLMENTS

16. CREDITORS AND OTHER CREDIT BALANCES

(*) The Company has purchased pieces of lands in Tag City project from its own Customers by L.E. 100,009,500 and it has paid 20% as an advance payment of total lands price, the rest amount against notes payable over (8) quarterly advances ended in year 2020.

The balance classified in consolidated financial statements as follows:

(**) Settlement is represented in the rest of amounts due from the company's customers regarding selling lands to its customers previously. 

17. SHARE CAPITAL

Authorized capital:

The authorized capital is five billion Egyptian Pounds.

Following are a list of percentage of shares of issued and paid up capital for shareholders as of 31 December 2018: