Final Results

RNS Number : 3360J
Secure Property Dev & Inv PLC
28 June 2017
 

 

Secure Property Development & Invest PLC/ Index: AIM / Epic: SPDI / Sector: Real Estate

28 June 2017

Secure Property Development & Investment PLC ('SPDI' or 'the Company')

2016 Audited Annual Results

 

Secure Property Development & Investment PLC, the AIM quoted South Eastern European focused property company, is pleased to announce its full year audited financial results for the year ended 31 December 2016.

 

Financial Highlights

Diversified portfolio of South Eastern European prime income producing properties; the majority of which are let to blue chip tenants and continue to provide a cash flow generative platform:

·     8% increase in operating income to €6.4 million (2015: €5.9 million) thanks to active portfolio management

·     EBITDA from operations sustained at the same positive level as 2015 at ~€2.5 million in 2016, due to Nestle break fee and reduced corporate and property costs

Significant asset backing behind the Company:

·     Net Equity of €38.9 million as at 31 December 2016 (31 December 2016: €42.5 million) - reduction due to sale of non-core assets

·     In GBP / share terms, 6% increase in net asset value per share to 37p (2015: 35p) (mostly due to Sterling depreciation) - circa 100% premium to current share price

Successful management of portfolio costs:

·     13% reduction in administrative expenses to €2.6 million (2015: €3 million) - in line with strategy to reduce corporate costs by ~30% by 2017 vis a vis 2015

·     16% reduction in interest costs ~€3.2 million (2015: ~€3.7m) - expected to decrease further in 2017 towards ~€2.5m following Terminal Brovary sale and repayment of the EBRD ~€12 million debt

·     12% reduction in operational gearing to 46% (2015: 52%)

 

Operational Highlights

Active management of portfolio to maximise income and capital appreciation of each asset:

·     Secured 100% occupancy for the Brovary Terminal in Ukraine following signing of fixed four-year lease agreement generating ~US$150,000 of Net Operating Income per month -sale of the asset was completed post period end (see below)

·     Sale of the Linda residential portfolio in Bucharest for €660,000 gross - successfully negotiated settlement of associated debt at a 26% haircut

·     Successful refinancing of retail property in Romania which included an extension of the lease to Praktiker, the blue chip regional DIY retailer, for an additional 5 years until 2025

·     €1.4 million cash settlement reached with Nestle on the early termination of its lease on the Innovations Logistics Terminal in Romania - equivalent to eighteen months of rent, and up to two years when other gains are taken into account

 

Post Period End Highlights

·     Completion of the sale of Brovary Terminal at a Gross Asset Value of over €16 million generating a profit for SPDI of ~€2.7 million and a cash inflow of more than €3 million

·     Signing of lease agreement with Aquila srl, a large Romanian logistics operator, for 5,740 sqm of space in the Innovations Logistics Park in Bucharest, with an annual rent of ~€300,000

·     Received over €100,000 net of VAT for the provision of asset management services to a third party in Romania

·     Issue of new ordinary shares to the Non-Executive Directors of the Company who were in office in 2015 in lieu of fees accrued in 2015 at £0.35 per share, a 100% premium to the previous closing share price on 12 May 2017 - demonstrating strong support

 

Lambros G. Anagnostopoulos, Chief Executive Officer, said, "SPDI's strategy to acquire prime real estate at attractive prices in selected South Eastern European countries we favour, is underpinned by strong asset management that allows us to extract income and generate value from all our assets.  Following a series of acquisitions in 2014 and 2015, the year under review was a period during which the active management of our properties would come to the fore, by consolidating our property portfolio, streamlining our operating structure and costs and focusing on generating value of core and non-core assets alike. 

 

"An 8% increase in full year net operating income to €6.4 million demonstrates the progress we have made, even during a consolidation period.  Today our core portfolio of prime real estate in selected South Eastern European countries not only provides exposure to a region that is enjoying rapid growth thanks to its growing economies and the standards of living of their residents, its strategic importance in terms of continental trade flows and the ongoing yield compression play, but also a highly cash generative and asset backed platform.  We intend to take full advantage of this to not only continue our corporate and cost consolidation but also to acquire additional properties that match our criteria in the year ahead and beyond, as we look to transform SPDI into a leading London listed property company focused on selected Emerging European countries."

 

* * ENDS * *

 

Copies of the Annual report and Accounts are being posted to Shareholders today and are available on the Company's website at www.secure-property.eu

 

For further information please visit www.secure-property.eu or contact:

 

Lambros Anagnostopoulos Constantinos Bitros

SPDI

Tel: +357 22 030783




Andrew Emmott

Ritchie Balmer

Strand Hanson Limited

Tel: +44 (0) 20 7409 3494




Jon Belliss

Elliot Hance

Beaufort Securities Limited

Tel: +44 (0) 20 7382 8300




Lottie Brocklehurst

Frank Buhagiar

St Brides Partners Ltd

Tel: +44 (0) 20 7236 1177

Notes to Editors

Secure Property Development and Investment plc is an AIM listed property development and investment company focused on the South East European markets.  The Company's strategy is focused on generating healthy investment returns principally derived from: the operation of income generating commercial properties and capital appreciation through investment in high yield real estate assets.  The Company is focused primarily on commercial and industrial property in populous locations with blue chip tenants on long term rental contracts.  The Company's senior management consists of a team of executives that possess extensive experience in managing real estate companies both in the private and the publicly listed sector, in various European countries.

 

1.    Chairman's Statement

 

While 2016 was in many respects a year of consolidation, we are hopeful that 2017 will be a year of growth. SPDI's strategy for the past few years has been to capitalise on favorable market dynamics of Romania, Bulgaria and selectively Greece while reducing exposure to Ukraine. In 2016 with the agreed profitable sale of the Group's principal Ukrainian asset, Terminal Brovary, we achieved a major goal consistent with this allocation strategy, generating cash for new investments planned in target countries in 2017. 

 

During the year the favorable fundamentals of our target markets continued to prevail, and as economic growth picked up across the Eurozone in the latter part of 2016 and early 2017, we remain convinced that will continue to lead to even faster economic growth in Romania and Bulgaria, with a more stable outlook for Greece. 

 

Property markets in our region have continued to experience a steady yield compression as the global search for yield has forced funds to deploy new allocations of cash to these markets as the more established CEE (Poland, Czech, Hungary) property markets have become increasingly crowded with foreign buyers. 

 

The Board remains confident that SPDI is in the right place, at the right time. We are grateful to our shareholders for their continued support in 2016, and look forward capitalising upon the significant opportunities that we can see for the Group in 2017.

 

Paul Ensor

 

Chairman of the Board

 

2.      Letter to the Shareholders

                                                                                                                                                                                27 June 2017

Dear Shareholders,

 

2016 has been a year of active portfolio management, as we continue with our strategy to transform SPDI into a leading London listed property company focused on selected South East European countries.  In early 2017, our Company secured both a profitable exit from its main Ukraine income producing asset (Terminal Brovary) and a cash generating agreement based on the departure of the main tenant in its Romanian logistics terminal (the Innovations Park). The result of the two deals was to generate substantial cash and profits, albeit with a reduction of the income producing capacity of the Company at the same time. Finalising these deals took up most of 2016 and, as a result, the Company not only had to wait both for the cash inflow to be realised, but, more importantly, to roll out the next steps of our growth strategy that were to follow completion of the two deals.  With the two deals completed, we are now ready for 2017 and beyond and look forward to the remainder of the year with optimism.

 

Underpinning our confidence is the continuing progress being made by the markets in which the Company is active.  In 2016, Romania maintained its position as the fastest growing economy of the European Union and saw property prices rise across all sectors. While property development picked up for the first time since the crisis that hit Europe in 2008/9, the Company managed to sell an increased number of non-core residential assets as the South Eastern European property market improved markedly.

 

Greece experienced a normalisation of its economic indices along with its relations with its lenders (the EU, the ECB and the IMF) hinting to a possible pick up of the economic cycle that has been lacking in recent years. Meanwhile, Ukraine's economy proved resilient despite relations with Russia remaining tense.  The local residential market in particular saw a substantial pick-up in development activity.

 

In addition to an increased pace of sales of non-core residential units in both Romania and Bulgaria, the Company fully let the Brovary terminal, the occupancy of which had been impacted by the war and the resulting 70% + depreciation of the local currency (UAH) in Ukraine, and eventually succeeded in selling it for a substantial profit.  On the other hand, it was unable to market the space vacated by Nestle in the Terminal Innovations Logistics Park in Bucharest due to complications with the lease termination deal linked with the lending bank. Ultimately, the Company agreed with Nestle to effect their departure in August 2016, at a fee equal to eighteen months' rent. However, the extended period it took for the lending bank to sign off on the deal meant marketing the Innovation's empty space was not possible during the year. In parallel, a bigger deal with Blue House, the property private equity group from whom SPDI acquired two buildings in 2015, was shelved. Although SPDI had also secured an option to buy the remaining stake of the property bought in 2015 in Bulgaria, the Company decided not to exercise that option and to return the 20% stake in the Sofia office building Autounion, choosing to consolidate its assets in the faster growing Romania instead.

 

Finally, the Company continued generating value from its existing assets via refinancings, including the Praktiker let property in Romania.  Here the tenant agreed to extend its lease by five additional years to 2025, while the lending bank agreed to a refinancing scheme that extends the maturity of the loan, and reduces the annual amortisation by ~70%.

 

2016 saw SPDI consolidate and prepare for the next phase of growth in 2017 and beyond. Despite the impressive results of the last three years, there is much more to go for, particularly in growing our net operating income to where we want it to be.  SPDI's Directors and Management remain focussed on achieving this so that 2017 can be yet another trend setting year for SPDI.

 

Best regards,

Lambros G. Anagnostopoulos

Chief Executive Officer

 

3.    Management Report

 

3.1.         Corporate Overview & Financial Performance

 

In 2016 the Company's management focused on executing a) the profitable sale of its logistics Terminal Brovary in Ukraine and b) the cash generating termination of Nestle's lease agreement for its logistics Innovations Terminal. In parallel, the Company picked up the pace of disposing of non-core assets to take advantage of rising market prices; restructured the operations and financing of core assets to generate further value; and prepared the ground for the next phase of growth by creating a strong pipeline of potential acquisitions.

 

The political instability in Ukraine appears to have tapered off, even though the country still experiences some war like conditions on its border with Russia in the East. As the economy demonstrated signs of improvement, the Company not only managed to fully let its main logistics asset in the country (which it later sold) but also entertained sale proposals with a view to reducing its presence in this region of South East Europe which has been in constant turmoil since 2014.

 

Greece continues to be in an adverse economic situation of austerity and debt. As the current staff review 1 has been successfully completed in mid-June 2017, the ensuing agreement with the EU, the IMF and the ESM will facilitate the country's return to economic normality that will allow GDP growth. Should the current debt be reduced in terms of the Net Present Value sometime in the near future, this will further enhance the potential for growth and will stimulate the country's productive force after 10 years of recession during which 30% of the GDP has been lost.

 

During 2016, the Company proceeded with capitalizing various shareholder loans that have been provided by itself and its minority partners to Green Lake in the past.

 

At the same time, the Company devoted significant time and effort in restructuring its debt to long term, an effort that is expected to bear fruits within 2017, while the sale of Terminal Brovary will result in further deleveraging of the Company. At the same time, the said sale will bring the annual average cost of servicing the debt down to ~4.7% as the EBRD loan was the most expensive loan for the Company.

 

Going forward, the said transaction will also facilitate the simplification of the annual financial reporting as the Ukrainian foreign exchange variation (and to a far lesser degree the EUR/USD one) that has been having a considerable effect on the annual results will practically be taken out of the equation.

 

In 2016, the Company continued optimizing its corporate structure by merging or closing down low activity SPV corporate entities, an effort that will continue in 2017.

 

Taking advantage of its recently installed new ERP system, based on Microsoft Dynamics (Navision), the Company expects 2017 to show both the real-time monitoring of income and expenses across all countries as well as a reduction in operating expenses related to such tasks.

As management was focused on executing the two main deals, the sale of Terminal Brovary and closing the Nestle departure from the Innovations Park, and in view of the pending reduction in Net Operating Income as a result of the former, it allocated time to plan for a more efficient cost structure. Being active in four countries, registered in a fifth (Cyprus) and listed in a sixth one (UK), the Company has a cost base that can be deemed to be misaligned with the size of its property asset portfolio. As such Management, together with the Board, planned and commissioned a restructuring plan that would see the corporate costs of the Company drop in 2017 by ~30% vis a vis 2015 to no more than €2m. A number of senior executives decided to contribute to such effort by deferring part of their salary, while the directors decided to relinquish their own.  Consequently, the Company continues to benefit from high quality human assets despite its income pool shrinking following the sale of its key income generating asset.

 

The Company enjoys the support of a large number of active experienced directors who have been guiding the Company without receiving any monetary remuneration.

 

SPDI increased operating income by ~10% in 2016, even though its primary Ukrainian asset, Terminal Brovary, was partially empty in the first quarter of the year.  An increase in non-core asset sales as well as the settlement with Nestle for breaking its contract at Innovations warehouse, more than compensated for such lost income, while EoS Business Park in Romania and GED warehouse in Greece recorded stable income. The Company also managed to extend the Praktiker lease for another 5 years, stabilising the asset, albeit at a lower annual rental income. As a result, the Company's annual operating income2 (including non-core asset sales) increased by ~8% to €6.4m in 2016 compared with €5.9m in 2015.

 

In terms of the income stemming from SPDI's core income producing assets, the Company recorded ~€6m including the Nestle break fee (of an aggregate ~€1.7 or 18 months of rental income plus 3 months guarantee) vs €5.2m in 2015.

 

EBITDA from operations remained at the same levels with 2015 to ~€2.5m in 2016, mainly as a result of the Nestle break fee as well as of the reduced corporate and property costs and even though the Company has lost its income from Autounion.

 

Interest costs were reduced by 16% to ~€3.2m vs ~€3.7m in 2015 and are expected to further decrease towards ~€2.5m following completion of the Terminal Brovary sale and the ensuing repayment of the EBRD ~€12m debt which will bring the average debt servicing cost to ~4.7% in 2017.

 

[1]Current staff review is the official designation of the paper prepared by the staff of the 3 institutions that is submitted to Eurogroup for approval.

 

2 The operating income does not include the % participation by the Company of the operating income of the properties that the Company maintains a minority participation in, which is reported as income from associates, but includes net income resulting from on-going sales of residential assets (sales income minus the cost of the asset sold).

 

 

 

 

 

EUR

2016

2015




Rental, Utilities, Management  & Sale of electricity  Income

6.070.940

5.448.960

Income from Sale of Asset less Cost of properties sold

283.934

537.560

Income from Operations of Investments

 6.354.874

 5.986.520

Asset operating expenses

 (992.441)

 (1.124.583)

Net Operating Income from Investments

 5.362.433

 4.861.937

Share of profits from associates (ex revaluation)

 247.720

 166.863

Net Income from Available for Sale assets (ex revaluation)

 (485.529)

 485.529

Total Income

 5.124.624

 5.514.329




Administration expenses

 (2.614.188)

 (3.013.942)




Operating Result (EBITDA)

 2.510.436

 2.500.387




Finance costs, net

 (3.181.625)

 (3.771.100)

Income tax expense

 (174.315)

 (80.188)




Operating Result after finance and tax expenses for the year

 (845.504)

 (1.350.901)




Other income / (expenses), net

 (1.304.304)

 653.856

Other finance (costs) / income and interest write off

 595.917

 (603.495)

Gain realized on acquisition of subsidiaries

 -

 2.181.834

Fair Value (Losses) from investments

 (36.549)

 (6.935.306)

Disposal of Autounion

 (206.491)


Foreign exchange losses, net

 (1.700.333)

 (10.659.602)




Result  for the year

 (3.497.264)

 (16.713.614)

 

 

Excluding a) the revaluation losses attributable mostly to the situation in Ukraine, b) the foreign exchange losses (related to the EBRD Terminal Brovary loan or the intercompany loans that have been affected on paper by the devaluation of the UAH) and c) any one off gains/losses, costs or impairments/provisions related to the properties acquired during the previous period the table above compares the performance of the last 2 operating periods with operating result after finance expenses and tax  being improved by 37% from minus €1.3m to a negative €850k.

 

3.2.         Property Holdings

The Company's portfolio at year end consists of commercial income producing and residential properties in Romania, Greece, Bulgaria and Ukraine as well as land plots in Ukraine, Bulgaria and Romania.

 

Commercial Property

Location

Key Features

GED Logistics Terminal

Athens, Greece

Gross Leasable Area:

17,756 sqm



Anchor Tenant:

Kuehne + Nagel and GE Dimitriou SA



Occupancy Rate:

100%





EOS Business Park

Bucharest, Romania

Gross Leasable Area:

3,386 sqm



Anchor Tenant:

Danone Romania lease runs to 2026



Occupancy Rate:

100%





Praktiker Craiova

Craiova, Romania

Gross Leasable Area:

9,385 sqm



Anchor Tenant:

Praktiker lease runs to 2025



Occupancy Rate:

100%





Delenco (SPDI has a 24.35% interest)

Bucharest, Romania

Gross Leasable Area:

10,280 sqm



Anchor Tenant:

ANCOM (Romanian telecoms regulator)



Occupancy Rate:

100%





Innovations Terminal Logistic Park

Bucharest, Romania

Gross Leasable Area:

16,570 sqm



Anchor Tenant:

Aquila srl (large Romanian logistics operator)



Occupancy Rate:

~60% (25% at year end)





Terminal Brovary

Kiev, Ukraine

Gross Leasable Area:

49,180 sqm

(Sale completed in January 2017)


Anchor Tenant:

Rozetka UA (leading Ukrainian internet retailer)



Occupancy Rate:

100%

 

Land & Residential  Assets

Location

Key Features

Bela Logistic Centre

Odessa, Ukraine

Plot of land  (~ th. sqm):

224

Kiyanovskiy Lane

Kiev, Ukraine

Plot of land  (~ th. sqm):

6

Tsymlyanskiy Lane

Kiev, Ukraine

Plot of land  (~ th. sqm):

4

Balabino project

Zaporozhye, Ukraine

Plot of land  (~ th. sqm):

264

Rozny Lane

Kiev, Ukraine

Plot of land  (~ th. sqm):

420

Pantelimon Lake

Bucharest, Romania

Plot of land  (~ th. sqm):

40

Boyana Land

Sofia, Bulgaria

Plot of land  (~ th. sqm):

20

Green Lake land (SPDI has a ~44% interest)

Bucharest, Romania

Plot of land  (~ th. sqm):

40





Romfelt, Linda, Monaco, Blooming, Green Lake, Boyana

Romania & Bulgaria

Sold units during 2016:

62

Romfelt, Monaco,Blooming, Green Lake, Boyana

Romania & Bulgaria

Available units (end 2016):

166

 

Autounion consists of 19,476 sqm of gross leasable office area, situated in a prime business area near the International Airport of Sofia. The BREEAM-certified building was completed in 2008 and is fully leased to Eurohold, one of the largest Bulgarian insurance companies, until 2027.  The Company has returned its 20% holding to the seller Bluehouse Capital as part of settling the amounts owning under the redeemable convertible shares issued to Bluehouse Capital following the acquisition of Praktiker in 2015. The Company is still in negotiation with Bluehouse Capital as to whether any further amount is payable and the method of payment.

 

Linda Residence is a residential complex located in Bucharest, Sector 3, close to subway transportation which connects the project to all areas in Bucharest in less than 30 minutes, where the Company owned 22 apartments (2,165 sqm) at the end of 2015. During 2016, the Company sold all of the apartments with the proceeds from the sale being ~€660,000 and repaid the associated debt at a 26% discount which generated a net cash flow for the Company of ~€450,000.

 

In 2016, the Company's accredited valuers, namely CBRE Ukraine for the Ukrainian Assets, and Real Act for the Romanian, Bulgarian and Greek Assets remained appointed. The valuations have been carried out by the appraisers on the basis of Market Value in accordance with the current Practice Statements contained within the Royal Institution of Chartered Surveyors ("RICS") Valuation - Professional Standards (2014) (the "Red Book") and is also compliant with the International Valuation Standards (IVS).

 

At the year-end, and following the increase in the pace of selling non-core assets, the Company's participation in property assets was valued at ~€100m.  Excluding Terminal Brovary which was successfully sold early 2017, the remaining assets are valued at ~€85m. It should be noted that in most cases the fair value of the Company's properties has increased as a result of improving market conditions while the decrease of the Innovations valuation due to its high vacancy at year end was countered by the recognition of Terminal Brovary at its agreed sale value.

 

In recent years, following the successful implementation of the Company's strategy, SPDI's portfolio became even more diversified in terms of geography as well as asset class. At the end of the reporting period, taking into account the % participation in the properties that the Company holds directly, Romania is the prime country of operations (47%) in terms of Gross Asset Value, which following the sale of Terminal Brovary has increased further to 55% of the Company's GAV with the exposure to Ukraine being reduced to 14%.

 


Gross Asset Value


EURm/%

2016 (ex Brovary)

2016

Ukraine

12

14%

27

27%

Greece

17

19%

17

17%

Romania

46

55%

46

47%

Bulgaria

10

12%

10

10%

Total

85

100%

100

100%

 

In respect of the Company's rental income generation capacity, Romania is the prime source with 51%. Excluding Terminal Brovary in the Ukraine, NOI sources are split between Greece (34%) and Romania (66%).

 


Annualised Net Operating Income**

EURm

2016*


2016


2015


2014


2013


Ukraine

0,0

0%

1,3

23%

1,8

25%

2,4

40%

2,7

100%

Greece

1,5

34%

1,5

26%

1,5

21%

1,5

25%



Romania

2,8

66%

2,8

51%

3,2

45%

2,1

35%



Bulgaria

0,0

0%

0,0

0%

0,6

8%


0%



Total

4,3

100%

5,5

100%

7,0

100%

6,0

100%

2,7

100%

 

2016* figure excludes Terminal Brovary

**Annualised Net Operating Income includes NOI from Terminal Brovary logistics, Innovations logistics, GED logistics park, EOS office building, Praktiker retail center, Residential units as well as Delenco office building (in which the Company has ~24.35% participation)

 

The table below summarises the main financial position of each of the Company's assets (representing the Company's participation in each asset) at the end of the reporting period.

 



2016



€m

Property

Country

GAV*

Debt (principal)*

NAV

Innovations

Rom

11,0

7,3

3,7

Eos

Rom

6,9

4,8

2,1

Delenco

Rom

6,1

0,8

5,2

Praktiker

Rom

7,5

4,5

3,0

GED  logistics

Gr

16,5

11,7

4,8

Terminal Brovary

Ukr

14,9

11,6

3,3

Residential units

Rom & Bul

11,4

7,1

4,3

Land banking

Rom & Ukr & Bul

25,9

6,2

19,7

Total  Value


100,1

54

46

Other balance sheet items, net **




-7,3

Net Asset Value total




38,9

Mcap 31/12/2016 (Share price at £0,15)



15,8

Mcap 26/6/2017 (Share price at £0,20)



21,4

Discount as of the reporting date vs NAV 31/12/2016



-59%

* Reflects the Company's participation at each asset




**Refer to balance sheet and related notes of the financial statements




 

The Net Equity attributable to the shareholders as at 31 December 2016 stood at ~€38.9m vs €42.5m in 2015, with the decrease attributed mostly to one off items for the Company. Following the sale of Terminal Brovary, the highest income generating property asset, the Company has now fewer income producing assets than in 2016 generating less income than in 2016. The Company has an operational structure capable of managing many more assets and needs to grow its property base accordingly.

 

The NAV per share as at 31 December 2016 stood at GBP 0.37 and the discount of the Market Value vis a vis the Company's NAV increased to 59% at year end.

 

3.3.         Financial and Risk Management

 

The Group's overall bank principal debt exposure at the end of the reporting period was ~€53m (including only property assets fully owned by the Company) and comprised the following:

 

a)    €11.6m construction debt due to EBRD in respect of Terminal Brovary. This loan is denominated in US$ and stands at ~$12m at the end of the reporting period. This debt was taken out of the Company's balance sheet as the sale of Terminal Brovary was effected in January 2017.

b)   €3.8m finance lease of the EOS business park with Alpha Bank Leasing Romania and a €1m facility received by First Phase from Alpha Bank Romania.

c)    €7.3m finance lease of the Innovations park with Bank of Piraeus Romania.

d)   €11.7m debt financing of the GED Logistics park and photovoltaic with Eurobank.

e)    €4.5m debt financing of the Praktiker Craiova with Marfin Bank Romania.

f)    €7.1m being the Company's portion on the residential portfolio debt financing.

g)    €6.2m being the Company's portion on land plot related debt financing in Romania and Bulgaria.

Overall, the Group's Loan to Value ratio at the end of 2016 stood at 46%.

 

Throughout 2016 the Company focused on managing and preserving liquidity through cash flow optimisation so as to secure the Company's future.  With the sale of Terminal Brovary and the closure of the Nestle / Bank of Piraeus negotiation for the break of the former's contract at Innovation, the Company is to focus more on expanding its asset base so as to establish growth.

 

3.4.         2017 and beyond

 

At the start of 2017, SPDI effected the closing of the two major deals it pursued last year. As a result, it has less involvement in Ukraine and generates less operating income overall. Consequently 2017 is the year that SPDI will focus on picking up its growth pace, as was evident in 2014/15, in order to pursue the shareholders' and directors' vision to become a large institutional and professionally managed regional property company. With the directors and management committed to succeeding, in an environment that shows signs of substantial improvement, 2017, promises to be the year of breakthrough, during which SPDI will manage to realise the opportunities it has identified.

 

4.    Regional Economic Developments 1

 

4.1.         Romania

Economic growth in Romania accelerated further, from 3.8% in 2015 to 4.8% in 2016, amongst the highest in the European Union (EU), on the back of domestic demand. The contribution of private consumption to growth was higher than expected, on the back of improved income prospects driven by low inflation and wage hikes, as well as fiscal easing. Consumption will be pushed further up by the wage hike for the entire health sector and cut in employees' social security contribution by mid-2017. Private investments had a positive contribution to growth, on the back of historically low cost of funding and improved industrial confidence and this continues into 2017. Government spending is likely to remain subdued due to the end of the previous EU-funding period, despite higher staff costs. Meanwhile, slightly improved economic prospects of Romania's trade partners should support further net exports. Overall, growth is forecasted to reach 3.8% in 2017.

 

In terms of risks the focus has now shifted to the budget execution, which may put the government on a collision course with EU institutions. The consolidated government balance in cash terms switched to a marginal deficit in February down from a marginal surplus in January 2017 with total revenues down by -1.4% yoy in Jan-Feb compared to the full year target of +13.9% a trend which may continue as further tax cuts have come into force since the beginning of the year. At the same time, total expenditures have started expanding as the budget implementation incorporated the ruling coalition's electoral program for further generous hikes. According to the latest IMF forecast, the fiscal deficit is expected to increase to 3.7% of GDP in 2017 and further up to 3.9% in 2018.

 

The National Bank of Romania stands out in the region for proactively encouraging NPL sales and write-offs. Also, previous threats to financial stability from potentially damaging laws have lessened after recent decisions of the constitutional court. While overall credit growth has been sluggish, mortgage lending has grown primarily due to the government's Prima Casa guarantee program.

 

Romania has made considerable gains in the fight against corruption. Lower corruption and strong institutions are associated with multiple economic benefits: it helps raise tax collections, improve the allocation of scarce public resources, and attract both domestic and foreign investment. Maintaining the momentum will require effective implementation of the national anti-corruption strategy, preventing conflict of interest in public procurement, and strengthening the management of seized assets.

 

1 Sources: World Bank Group, Eurostat, EBRD, National Bank of Greece, Elstat, Eurobank Research, and Economic Research Division, National Institute of Statistics- Romania, National Statistical Institute -Republic of Bulgaria, National Institute of Statistics - Ukraine, SigmaBleyzer.

 

Macroeconomic data and forecasts







2012

2013

2014

2015

2016e

GDP (EUR bn)

131,8

142,2

149,3

160

170

Population (mn)

20

19,9

19,9

19,9

19,9

Real GDP (y-o-y %)

0,7

3,4

2,9

3,8

4,8

CPI (average, y-o-y %)

3,4

4

1,1

-0,7

-1,6

Unemployment rate (%)

7

7,1

6,8

6,7

5,9

Net FDI (EUR bn)

2,2

2,6

2,5

3,0

3,9

Sources : IMF, National Sources, Eurobank EFG, Eurostat, EBRD






 

4.2.         Bulgaria

 

Following a 3.6% nominal growth in 2015, driven by net exports, the Bulgarian economy grew by 3.4% in 2016, with a shift of growth drivers towards domestic demand. While private consumption grew on the back of 10.5% in minimum wage increase as of January 2016 and better labour market conditions, government spending remained subdued due to transition to the new EU funds programming period. In 2017, domestic demand will remain as the driver of growth, supported by improved income prospects, on the back of almost 9.5% hike in minimum wages and wage improvement for teachers as of 2017, as well as lower cost of funding, on the back of financial sector stabilization. However, the contribution of net exports to growth will remain limited due to strong domestic demand. Overall, growth is expected to stand above 3.0% in 2017.

 

Bulgaria's external and fiscal position is strong, the banking sector capital position is solid and the buffers (fiscal and foreign exchange reserves) are sizeable. Budget execution outperformed the target by a wide margin in 2016 (+1.6% of GDP surplus vs. a target of a - 2.0% deficit). The current account balance is in surplus for the fourth consecutive year. Sustained labor market improvement coupled with positive real wage growth supported final consumption recovery throughout 2016. The unemployment rate declined further to 7.1% in 2016 as the economy adds new jobs in the areas of specialized services. Eurobank's GDP growth forecast for 2017 stands currently at 3.3%, above the recently released BNB quarterly economic review forecast of 2.8%.

 

Macroeconomic data and forecasts







2012

2013

2014

2015

2016e

GDP (EUR bn)

39,7

41

42

44

46,5

Population (mn)

7,3

7,3

7,2

7,3

7,3

Real GDP (y-o-y %)

0,8

0,9

1,7

2,9

3,4

CPI (average, y-o-y %)

3

1,4

-1,6

-1,1

-0,8

Unemployment rate (%)

12,3

12,9

11,5

10

7,1

Net FDI (EUR bn)

1,2

1,1

1,2

1,6

0,7

Sources : IMF, National Sources, Eurobank EFG, Eurostat






 

4.3.         Greece

 

The Greek economy experienced a marginal nominal GDP drop in 2016, partly as a result of base effects from the upturn in consumer spending in the first half of 2015. The only positive signs in 2016 have been the contribution of gross fixed capital formation to growth and the yet record year for tourism with tourist arrivals growing 7.6% yoy but other parts of the national accounts, including private consumption, government consumption and net exports, turned downwards again.

 

Regarding Greece's 2017 growth outlook, it is surrounded by a very high degree of uncertainty, not least because of the delays encountered in reaching a staff level agreement on the 2nd programme review. In any case, the markets are growing increasingly concerned about the future and the uncertainty has already started to take its toll on the domestic economy. Therefore, a swift agreement with official creditors is key for averting a renewed deterioration in domestic economic conditions, amid heightening market jitters ahead of the heavy debt service payments falling due in July 2017. Against this backdrop, current forecasts for real GDP growth this year fall within the 1.5%-2.0% range, contingent on the assumed timeline for securing an agreement on the pending programme review.

 

Macroeconomic data and forecasts







2012

2013

2014

2015

2016e

GDP (EUR bn)

193,4

182,1

179,1

176

177

Population (mn)

11,1

11

11

10,9

10,9

Real GDP (y-o-y %)

-6,6

-3,9

0,7

-0,2

-0,1

CPI (average, y-o-y %)

3

-0,9

-1,4

-1,7

0

Unemployment rate (%)

24,5

27,5

26,6

24,6

23,4

Net FDI (EUR bn)

1,35

1,6

1

0

0

Sources : IMF, National Sources, Eurobank EFG, European Commission, EBRD






 

4.4.         Ukraine

Ukraine's economy experienced growth in 2016 after around 16% cumulative real GDP contraction in the past two years. However, the pace of recovery was slower than anticipated amid weak reform momentum in the aftermath of a government reshuffle as well as lack of foreign investment. Helped by a low comparison base of the previous year, GDP grew by an estimated 0.8% yoy in the first half of 2016. Inflation declined (from 48.7% yoy in 2015 to 7.9% yoy in September 2016) on the back of exchange rate stabilisation, subdued domestic demand and prudent fiscal and monetary policies.

 

After a year-long delay, the IMF completed the second programme review on 14 September 2016 and released a US$ 1 billion tranche. This helped to restore calm in the foreign exchange market and cleared the way for international assistance from other donors. Tight capital controls introduced in 2014-2015 remain mostly in place, although the National Bank of Ukraine continued their gradual relaxation. EBRD forecasts GDP growth for 2017 at 2.0%.

 

 

Macroeconomic data and forecasts







2012

2013

2014

2015

2016

GDP (USD bn)

176,2

177,4

127,6

98

93,3

Population (mn)

45,6

45,5

42,7

42,5

42,5

Real GDP (y-o-y %)

0,2

0

-6

-9,9

2,3

CPI (average, y-o-y %)

0,6

-0,2

24,9

43,3

12,4

Unemployment rate (%)

7,5

7,4

10,5

9,4

9,7

Net FDI (USD bn)

6,6

3,3

0,2

2,3

3,2

Sources : IMF, National Sources, European Commission, Oxford Economics, SigmaBleyzer, EBRD






 

5.    Real Estate Market Developments  1

 

5.1.         Romania

2016 maintained a comfortable market liquidity, marking a total investment volume of €910m, up from €820m in 2015. Although the growing investment activity has already put pressure on pricing, the risk-return yield that Romania offers remains very attractive both by Eurozone and CEE standards. The current yield levels are 7.5% for office, 7% for retail and slightly below 9% for industrial.

 

New deliveries of industrial spaces during 2015 stood at 150,000 sqm, and the market remained very bullish in 2016 as well. During 2016, new deliveries stood at 350,000 sqm, of which 60% were in Bucharest. By early 2017, the total stock of industrial space stood at 3,000,000 sqm.

 

Total take-up of industrial spaces during 2016 stood at 350,000 sqm, of which approximately 60,000 sqm were geared towards speculative developments. The largest generator of demand is the FMCG (Fast Moving Consumer Goods) sector (in the past 2 years, their demand reached approx. 200,000 sqm in the main cities of Romania), followed by e-commerce, electro-IT companies, and logistics companies. The vacancy rate in Bucharest has decreased to 2% by the end of 2016 (down from 5% in the previous year), while the vacancy rate for the rest of the country stood at 5%. This decline in the vacancy rate is remarkable when taking into account the large volume of new deliveries. Market rates for logistics remained broadly unchanged during 2016, ranging between 3.8 €/sqm and 4.25 €/sqm.

 

The stock of modern office spaces in Bucharest reached 2.1m sqm, after registering new deliveries of 230,000 sqm during 2016. In fact, the volume of new deliveries marks the fastest pace of expansion since 2009 and is 112% more than the yearly average of deliveries in the post-crisis period.

1 Sources : Danos Research, Eurobank, Jones Lang LaSalle, DTZ Research, CBRE Research, Colliers International, Cushman & Wakefield, MBL Research.

 

In terms of geographical distribution, the highest contributors to the stock are Floreasca-Barbu Vacarescu (42% of total deliveries), Dimitrie Pompeiu (26% of total deliveries) and the Central West Area (24% of total deliveries). In total, these zones accounted for 92% of the total deliveries in the market.

 

Total take-up in the market for 2016 reached 369,000 sqm, up by 52% from the previous year. IT and BPO/SSC (Business Process Outsourcing and Shared Service Center) were the main drivers behind this expansion and accounted for a total of 50% of the transactions. It is clear that tenants continue to have the upper-hand. Net take-up during 2016 reached 166,600 sqm, which covers 73% of the area delivered to the market in the same period. We expect supply to continue outpacing demand during 2017 as well, which will invariably increase competition in the market.

 

Rental rates for Class A office space are ranging from €10/sqm/month in North Pipera to €18/sqm/month in a prime CBD like Piata Victoriei.

 

2016 saw the delivery of a series of new retail projects, with Bucharest acting as the main point of attention for developers. Total deliveries of new stock stood at 240,000 sqm of GLA, out of which Bucharest accounted for more than 40%.

 

There are no new projects announced for delivery in Bucharest during 2017 - 2018. Within this period, we expect the existing shopping centers to focus on consolidating their market position in order to maximize the centers' attraction. Several shopping centers already announced extensions aimed at creating additional space for anchor tenants and/or entertainment areas.

 

Overall, Bucharest's ratio of retail stock increased from 573 sqm per 1,000 capita in 2015 and currently stands at 626 sqm per 1,000 capita, however still behind the CEE markets.

 

Rent levels remained broadly unchanged (€55-65/sqm/month) in 2016, as the market was able to absorb organically the newly released supply in retail centers. Although the performance of the retailers continued to increase in 2016, they were rather conservative during the negotiation process and signed contracts for constant base rent levels, compensating with turnover rents in the case of very successful locations.

 

2016 was the best year in terms of residential market performance in the past 10 years, continuing a trend that began in 2015, when the market showed clear signs of revival. The apartment supply in Bucharest has decreased to 7,000-8,000 units, 35% lower than in 2015, and most of this is represented by projects finalized before 2015. There was a 20% increase in deliveries in 2016.

 

Most demand is still generated through the Prima Casa program, for mass market dwellings, however due to economic improvements and wage growth, there is also increased demand in the mid-market segment. In addition, in 2016 there was a clear switch of preferences towards new apartments rather than older ones. Second-hand apartments still account for the majority of transactions, as their locations and general infrastructure are often preferable to new apartments and they are generally more affordable.

 

Prices started to pick up in Bucharest, especially for old apartments, although prices for new apartments were relatively stable at €800-1,000/usable sqm for mass market apartments and €1,000-1,700/usable sqm for mid-market apartments.

 

5.2.         Bulgaria

 

The total value of completed investment deals in 2016 was slightly above €262m. The biggest share of investment volume involved hotels (27%), followed by industrial and logistics space (20%), the third position is split between office and retail properties (18%).

 

Total stock of class A and B office space in nearing the 2,000,000 sqm mark, expected to be surpassed in 2017. Vacancy rate is 10-12% as the take up rate has increased in 2016, due to demand from IT and the services sectors. Rental levels remain stable at €12-13/sqm from class A buildings and €7-8 for class B. As another 115-150,000 sqm of class A building are coming to the market, rents may phase a downward pressure throughout 2017, but as demand is strong, such reduction will be temporary.

 

In 2016 Sofia residential market experienced a 5% increase in the number of completed residential projects. Total supply reached 7,048 units (apartments, row or single houses), concentrated in 57 projects. The neighborhoods in the southern parts of Sofia and at the foot of the Vitosha Mountain remained the most popular.

 

The trend towards pre-sales continued over the year. The share of these transactions grew significantly from 37% in 2015 to 57% in 2016. Insufficient supply of completed quality residential product saw this pre-sale proportion grow. The higher level of comfort that buyers now have when buying real estate from experienced developers added to the momentum.

 

Asking prices for mid-plus and high-end residential units registered a 9% yoy growth in 2016. These were in the range of € 900 - 1,550 per sqm including VAT, depending on the characteristics of the compound and the specific negotiated terms.

 

5.3.         Greece

The markets are under strain due to the ongoing uncertainty in which they operate, as a result of the protracted negotiations for the completion of the 2nd review of the bailout programme as well as the sharp increase in the tax burden in 2017. This is reflected in the weakening of the economic climate and the sharp drop in consumer confidence, in February 2017.

 

The industrial market in Greece had a relatively good year in spite of the weak economic climate. According to the latest study of National Bank of Greece, the logistics sector proved resilient in the crisis bringing its contribution to GDP to 2.9% in 2016 from 2.5% in 2008 and showing signs of convergence with European standards.

 

Prime rents were stable in Q1 2017 at €4.0/sqm/month with significant increase in demand for high quality space which is in major shortage especially of large warehouses that meet the requirements of occupiers in terms of quality.

 

Focusing on the future outlook of the industry, the momentum would be maintained and demand for industry services is expected to grow over the next five years (based on increased trend of outsourcing). At the same time, expected favorable impact of a series of external factors that would act as accelerators for the industry over the next five years - mainly participation in wider networks 4PL and the upscale presence of COSCO.

 

5.4.         Ukraine

2016 was characterised by an increase in the number of office lease transactions in Grade А and В business centers. Due to a steady increase in the demand for high quality office spaces vacancy levels dropped by 3,1% compared to the previous year.

 

Some of the main trends for the warehouse market in Kyiv region in 2016 were: a mild growth in demand among tenants, a slight increase in the number of large purchase deals, as well as a moderate reduction in vacancy rates and their stabilization.

 

6.    Property Assets

 

6.1.         GED Logistics center, Athens Greece

The 17,756 sqm complex that consists of industrial and office space is situated on a 44,268 sqm land plot in the West Attica Industrial Area (Aspropyrgos). It is located at exit 4 of Attiki Odos (the Athens ring road) and is 20 minutes from the port of Piraeus (where COSCO runs a container port handling ~4m containers a year) and the National Road connecting Athens to the north of the country. The roof of the warehouse buildings house a photovoltaic park of 1,000KWp.

 

The buildings are characterized by high construction quality and state-of-the-art security measures. The complex includes 100 car parking spaces, as well as two central gateways (south and west).

The complex at the end of 2016 is 100% occupied, with the major tenant (approximately 70%) being the German transportation and logistics company Kuehne + Nagel.

 

6.2.         EOS Business Park - Danone headquarters, Romania

The park consists of 5,000 sqm of land including a class "A" office building of 3,386 sqm GLA and 90 parking places. It is located next to the Danone factory, in the North-Eastern part of Bucharest with access to the Colentina Road and the Fundeni Road. The Park is very close to Bucharest's ring road and the DN 2 national road (E60 and E85) and is also served by public transportation. The park is highly energy efficient.

The Company acquired the office building in November 2014. The complex is fully let to Danone Romania, the French multinational food company, until 2026.

 

6.3.         Praktiker Retail Center, Romania

The retail park consists of 21,860 sqm of land including a retail BigBox of 9,385 sqm GLA and 280 parking places. It is located in Craiova, on one of the main arteries of the city, along with most of the DIY companies. Craiova is an important city for the Romanian automotive industry as Ford bought the Daewoo facilities in 2007 and produces two of its models from there. Ford is committed to continue investing and it is completing a brand new engine production facility.

 

As at year-end, the complex is fully let to Praktiker Romania, a regional DIY retailer, until 2020 and the Company negotiated the extension of the Praktiker lease agreement until December 2025 for an annual rent of ~€600,000, which was effected in July 2016. SPDI renegotiated the outstanding debt facility in H1 2016 and managed the outflows to match the timing and magnitude of the inflows.  

 

6.4.         Delenco office building, Romania

The property is a 10,280 sqm office building, which consists of two underground levels, a ground floor and ten above-ground floors. The building is strategically located in the very centre of Bucharest, close to three main squares of the city: Unirii, Alba Iulia and Muncii, only 300m from the metro station.

 

The Company acquired 24.35% of the property in May 2015. At the end of 2016, the building is 100% let, with ANCOM (the Romanian Telecommunications Regulator) being the anchor tenant (70% of GLA).

 

6.5.         Innovations Logistics Park, Romania

The Park incorporates approximately 8,470 sqm of multipurpose warehousing space, 6,395 sqm of cold storage and 1,705 sqm of office space. It is located in the area of Clinceni, south west of Bucharest centre, 200m from the city's ring road and 6km from Bucharest-Pitesti (A1) highway. Its construction was completed in 2008 and was tenant specific.  It comprises four separate warehouses, two of which offer cold storage.

 

The Company signed with Nestle Ice Cream an agreement vacating the premises, in July 2016.  Such agreement was effected in August 2016 for a €1.4m cash settlement payable by Nestle, which represents approximately 18 months of rent plus the three months' rental guarantee deposits and certain fixed assets that Nestle had installed in the premises. At the same time, the Company was in extensive discussions through 2016 with the lender of the property, Piraeus Bank Leasing, in order to review the sale and leaseback agreement following the settlement with Nestle finally managing to strike an agreement in February 2017. Based on the amended agreement the Innovations Park is subject to a sale and lease Back for a period of nine years and during this period SPDI is free to lease out spaces of the Innovations Park at its own discretion. In April 2017, the Company signed a lease agreement with Aquila srl, a large Romanian logistics operator, for 5,740 sqm of ambient space in the warehouse, which produces an annual rent payable by Aquila of~€300,000.  As at the issuance date of this report the terminal is 60% leased.

 

6.6.         Terminal Brovary Logistic Park, Ukraine

The Brovary Logistic Park consists of a 49,180 sqm GLA Class A warehouse and associated office space. The building has large facades to the Brovary ring road, at the intersection of the Brovary (Е-95/М-01 highway) and Borispol ring roads. It is located 10 km from the Kiev city border and 5 km from Borispol international airport.

 

The building is divided into six independent sections (each at least 6,400 sqm), with internal clear ceiling of 12m height and industrial flooring constructed with an anti-dust overlay quartz finish. The terminal accommodates 90 parking spaces for cars and trucks, as well as 24 hour security.

 

In May 2016 the Company fully leased the warehouse space to Rozetka UA, the leading Ukrainian internet retailer. In September 2016, the Company signed a sale and purchase agreement with Temania Enterprises Ltd (company related to Rozetka UA) for the sale of its Terminal Brovary warehouse at a gross asset value of over US$16 million (before the deduction of the outstanding EBRD). The sale was completed successfully at the end of January 2017, generating for the Company a net cash inflow of over US$3m.

 

6.7.         Residential portfolio

·     Romfelt Plaza (Doamna Ghica), Bucharest, Romania

Romfelt Plaza is a residential complex located in Bucharest, Sector 2, relatively close to the city center, easily accessible by public transport and nearby supporting facilities and green areas.

 

During 2016 two units were sold and at the end of 2016, 18 apartments were available while 13 of them were rented, indicating an occupancy rate of 72%.

 

·     Monaco Towers, Bucharest, Romania

Monaco Towers is a residential complex located in South Bucharest, Sector 4, enjoying good car access due to the large boulevards, public transportation, and a shopping mall (Sun Plaza) reachable within a short driving distance or easily accessible by subway.

 

During 2016 four units were sold and at the end of 2016, 22 apartments were available while 9 of them were rented, indicating an occupancy rate of 41%.

 

·     Blooming House, Bucharest, Romania

Blooming House is a residential development project located in Bucharest, Sector 3, a residential area with the biggest development and property value growth in Bucharest, offering a number of supporting facilities such as access to Vitan Mall, kindergartens, café, schools and public transportation (both bus and tram).

 

During 2016 seven units were sold and at the end of 2016, 15 apartments were available while 6 of them were rented, indicating an occupancy rate of 40%.

 

·     Green Lake, Bucharest, Romania

A residential compound of 40,500 sqm GBA, which consists of apartments and villas, situated on the banks of Grivita Lake, in the northern part of the Romanian capital - the only residential property in Bucharest with a 200 meter frontage to a lake. The compound also includes facilities such as one of Bucharest's leading private schools (International School for Primary Education), outdoor sports courts and a mini-market. Additionally Green Lake includes land plots totaling 40,360 sqm. SPDI owns ~43% of this property asset portfolio.

 

At the end of 2015 the portfolio consisted of 40 unsold apartments plus 37 unsold villas. During 2016, six apartments and villas were sold while at the end of 2016, of the 71 units that were unsold 26 of them were let (occupancy rate of ~37%).

 

·     Boyana Residence, Sofia, Bulgaria

A residential compound, which consisted at acquisition date (May 2015) of 67 apartments plus 83 underground parking slots developed on a land surface of 5,700 sqm, situated in the Boyana high end suburb of Sofia, at the foot of Vitosha mountain with Gross Buildable Area ("GBA") totaling to 11,400 sqm. The complex includes adjacent land plots with building permits under renewal to develop GBA of 21,851 sqm.

 

During 2016, twenty one apartments were sold, with 40 units remaining unsold at the end of 2016.

 

6.8.         Land Assets

 

·     Aisi Bela - Bela Logistic Center, Odessa, Ukraine

The site consists of a 22.4 Ha plot of land with zoning allowance to construct up to 103,000 sqm GBA industrial properties and is situated on the main Kiev - Odessa highway, 20km from Odessa port, in an area of high demand for logistics and distribution warehousing.

 

The Company does not intend to recommence construction in the near future.

 

·     Kiyanovskiy Lane - Kiev, Ukraine

The property consists of 0.55 Ha of land located at Kiyanovskiy Lane, near Kiev city centre. It is destined for the development of business to luxury residences with beautiful protected views overlooking the scenic Dnipro River, St. Michaels' Spires and historic Podil.

 

Discussions with local developers who approached the Company in order to explore possibilities of value generation are in progress.

 

·     Tsymlyanskiy Lane - Kiev, Ukraine

The 0.36 Ha plot is located in the historic and rapidly developing Podil District in Kiev. The Company owns 55% of the plot, with one local co-investor owning the remaining 45%.

Discussions are on-going with interested parties with a view to partnering in the development of this property.

 

·     Balabino- Zaporozhye, Ukraine

The 26.38 Ha site is situated on the south entrance of Zaporozhye city, 3km away from the administrative border of Zaporozhye. It borders the Kharkov-Simferopol Highway (which connects eastern Ukraine and Crimea and runs through the two largest residential districts of the city) as well as another major artery accessing the city centre.

 

The site is zoned for retail and entertainment. Development has been put on hold.

 

·     Rozny Lane - Kiev Oblast, Kiev, Ukraine

The 42 Ha land plot located in Kiev Oblast is destined to be developed as a residential complex. Following protracted legal battle, it has been registered under the Company pursuant to a legal decision in July 2015.

 

The Company is evaluating potential commercialization options to maximize the property's value.

 

·     Delia Lebada, Romania

The site consists of a ~40,000 sqm plot of land in east Bucharest situated on the shore of Pantelimon Lake, opposite a famous Romanian hotel, the Lebada Hotel. The lake itself, having a 360 Ha surface, is the largest lake of Bucharest and accommodates many leisure activities such as fishing, cycling, walking, etc. At the back of the property there is a forest which transforms the area into a very attractive habitat for families and adds value to the residential units to be developed.

 

The construction permit, which allows for ~54,000 sqm to be built, was renewed in April 2014 but the property has been on hold.  Following the SPV owning the plot entering into an insolvency status the lending bank (Bank of Cyprus) entered into discussions   with the Company and its partners in respect to the future of the defaulted loan. Such discussions are expected to be concluded within Q3-2017 and result into an amicable solution for all involved parties.

 

 

7.    CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

For the year ended 31 December 2016


Note

2016

2015



Income

2

6.070.940

5.448.960

Asset operating expenses

3

(992.441)

(1.124.583)

Net Operating Income


5.078.499

4.324.377





Administration expenses

4

(2.614.188)

(3.013.942)

Share of profits/(losses) from associates

14

469.248

(1.244.572)

Valuation gains/(losses) from Investment Property

5

896.793

(2.335.247)

Net loss on disposal of inventory

6

(368.907)

(51.359)

Net loss on disposal of investment property

6

(438.516)

(266.964)

Result on disposal of available for sale financial assets

18

(206.491)

-

Impairment allowance for inventory and provisions

7

(63.513)

(1.675.659)

Gain realized on acquisition of subsidiaries

13a

-

2.181.834

Other operating income/(expenses), net

8

(1.304.304)

653.856

Goodwill impairment

13b

-

(657.082)





Operating profit / (loss)


1.448.621

(2.084.758)





Finance income

9

1.153.243

63.596

Finance costs

9

(3.738.951)

(4.438.191)

Foreign exchange (loss), net

10a

(1.041.239)

(5.071.048)





Loss before tax


(2.178.326)

(11.530.401)





Income tax expense

11

(174.315)

(80.188)

 

Loss for the year


 

(2.352.641)

 

(11.610.589)









Other comprehensive income








Exchange difference on I/C loans to foreign holdings

10b

(4.167.542)

(13.653.402)

Exchange difference on translation of foreign operations

22

3.508.448

8.064.848

Available-for-sale financial assets - fair value gain

18

-

485.529

Available-for-sale financial assets - Gains recycled to loss for the year

18

(485.529)

-





Total comprehensive income for the year


(3.497.264)

(16.713.614)

















Loss attributable to:




Owners of the parent


(2.363.693)

(11.015.852)

Non-controlling interests


11.052

(594.737)



(2.352.641)

(11.610.589)









Total comprehensive income attributable to:




Owners of the parent


(3.477.567)

(15.981.196)

Non-controlling interests


(19.697)

(732.418)



(3.497.264)

(16.713.614)

 

 

 

 

 

Earnings / (Losses) per share (Euro cent per share):


30b



Basic earnings/(losses) for the year attributable to ordinary equity owners of the parent



(0,03)

(0,16)

Diluted earnings/(losses) for the year attributable to ordinary equity owners of the parent

 



(0,02)

(0,13)

 



 

8.   CONSOLIDATED STATEMENT OF FINANCIAL POSITION

For the year ended 31 December 2016


Note

2016

2015



ASSETS




Non‑current assets




Investment properties

12.4a

95.654.207

94.340.471

Investment properties under development

12.4b

5.027.986

5.125.389

Tangible and intangible assets

15

129.396

164.617

Long-term receivables and prepayments

16

351.181

352.916

Investments in associates

14

5.217.310

4.887.944

Available for sale financial assets

18

___________-

____2.783.535



106.380.080

107.654.872

Current assets




Inventory

17

5.028.254

11.300.000

Prepayments and other current assets

19

2.778.361

4.795.223

Cash and cash equivalents

20

1.701.007

         895.422



9.507.622

16.990.645

Total assets


115.887.702

124.645.517

 

EQUITY AND LIABILITIES



 

 

 

Issued share capital

21

900.145

900.145

Share premium


122.874.268

122.874.268

Foreign currency translation reserve

22

10.161.471

6.653.023

Exchange difference on I/C loans to foreign holdings

31.3

(37.567.055)

(33.399.513)

Available for sale financial assets - fair value reserve


-

485.529

Accumulated losses


(57.444.020)

(55.080.327)

Equity attributable to equity holders of the parent


38.924.809

42.433.125

 

Non-controlling interests

 

23

 

7.237.827

 

615.527





Total equity


46.162.636

43.048.652

 

Non‑current liabilities




Borrowings

24

16.895.155

26.263.559

Finance lease liabilities

28

11.081.379

11.273.639

Trade and other payables

25

451.123

4.672.888

Deposits from tenants

26

       217.328

       623.770



28.644.985

42.833.856

Current liabilities




Borrowings

24

31.580.299

27.417.220

Trade and other payables

25

7.038.170

3.044.036

Taxes payable

27

1.147.018

822.005

Redeemable preference shares

21.6

-

6.430.536

Provisions

27

742.166

724.445

Deposits from tenants

26

271.019

132.684

Finance lease liabilities

28

       301.409

       192.083



41.080.081

38.763.009

Total liabilities


69.725.066

81.596.865





Total equity and liabilities


115.887.702

124.645.517

 

 

 

Net Asset Value (NAV) € per share:

30c







Basic NAV attributable to equity holders of the parent


0,43

0,47

Diluted NAV attributable to equity holders of the parent


0,38

0,41





 

On 27 June 2017 the Board of Directors of SECURE PROPERTY DEVELOPMENT & INVESTMENT PLC authorised these financial statements for issue.










 


9.   CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2016


Attributable to owners of the Company




Share capital

Share premium,

Net1

Accumulated losses, net of non-controlling interest2

Exchange difference on I/C loans to foreign holdings3

Foreign currency translation reserve4

Available for sale financial assets - fair value reserve5

Total

Non- controlling interest

Total



Balance - 31 December 2014

338.839

97.444.044

(44.064.475)

(19.746.111)

(1.411.825)

-

32.560.472

651.882

33.212.354

Loss for the year

-

-

(11.015.852)

-

-

-

(11.015.852)

(594.737)

(11.610.589)

Exchange difference on I/C loans to foreign holdings (Note 10b)

-

-

-

(13.653.402)

-

-

(13.653.402)

-

(13.653.402)

Foreign currency translation reserve

-

-

-

-

8.064.848

-

8.064.848

(137.681)

7.927.167

Fair value gain on available-for-sale financial assets (Note 18)

-

-

-

-

-

485.529

485.529

-

485.529

Acquisition of non-controlling interest

-

-

-

-

-

-

-

696.063

696.063

Issue of share capital, net (Note 21)

 

561.306

25.430.224

-

-

-

-

25.991.530

-

25.991.530

Balance - 31 December 2015

900.145

122.874.268

(55.080.327)

(33.399.513)

6.653.023

485.529

42.433.125

615.527

43.048.652

Loss for the year

-

-

(2.363.693)

-

-

-

(2.363.693)

11.052

(2.352.641)

Exchange difference on I/C loans to foreign holdings (Note 10b)

-

-

-

(4.167.542)

-

-

(4.167.542)

-

(4.167.542)

Foreign currency translation reserve

-

-

-

-

3.508.448

-

3.508.448

(30.749)

3.477.699

Available-for-sale financial assets - Gains recycled to loss for the year (Note 18)






(485.529)

(485.529)

-

(485.529)

Restructuring of the business (Note 29)

-


-

-

-

-


6.641.997

6.641.997

Balance - 31 December 2016

900.145

122.874.268

(57.444.020)

(37.567.055)

10.161.471

-

38.924.809

7.237.827

46.162.636

 

 

1Share premium is not available for distribution.

2Companies which do not distribute 70% of their profits after tax, as defined by the relevant tax law, within two years after the end of the relevant tax year, will be deemed to have distributed as dividends 70% of these profits. Special contribution for defense at 20% will be payable on such deemed dividends to the extent that the shareholders (companies and individuals) are Cyprus tax residents. The amount of deemed distribution is reduced by any actual dividends paid out of the profits of the relevant year at any time. This special contribution for defense is payable on account of the shareholders.

3 Exchange differences on intercompany loans to foreign holdings arose as a result of devaluation of the Ukrainian Hryvnia during 2015 and 2016. The Group treats the mentioned loans as a part of the net investment in foreign operations (Note 32.3).

4 Exchange differences related to the translation from the functional currency of the Group's subsidiaries are accounted for directly to the foreign currency translation reserve. The foreign currency translation reserve represents unrealized profits or losses related to the appreciation or depreciation of the local currencies against the euro in the countries where the Group's subsidiaries own property assets.

5 Available For Sale financial assets are measured at fair value.  Fair value changes on AFS assets are recognized directly in equity, through other comprehensive income.

 

 


10. CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 31 December 2016


Note

2016

2015



CASH FLOWS FROM OPERATING ACTIVITIES




Loss before tax and non-controlling interests


(2.178.326)

(11.530.401)

Adjustments for:




(Gains)/losses on revaluation of investment property

 

5

(896.793)

2.335.247

Net loss on disposal of investment property

6b

438.516

266.964

Other non-cash movements


(1.367)

35.071

Write offs of prepayments

8

6.701

47.316

Impairment of assets

8

-

342.280

Accounts payable written off

8

(109.602)

(1.197.740)

Depreciation/ Amortization charge

4

58.491

40.823

Interest income

9

(1.153.243)

(63.596)

Interest expense

9

3.571.387

3.834.696

Share of losses/(profit) from associates

14

(469.248)

1.244.572

Gain on acquisition of subsidiaries

13a

-

(2.181.834)

Results on disposal of available for sale assets

18

206.491

-

Impairment of inventory

7

63.513

975.659

Goodwill impairment

13b

-

657.082

Effect of foreign exchange differences

10a

1.041.239

5.071.048

Cash flows from/(used in) operations before working capital changes


577.759

(122.813)





Change in inventory

17

1.522.234

24.341

Change in prepayments and other current assets

19

(380.280)

(659.770)

Change in trade and other payables

25

(2.134.760)

1.131.688

Change in VAT and other taxes receivable

19

560.009

(290.593)

Change in Provisions

27

17.721

656.192

Change in other taxes payables

27

157.026

87.524

Increase in deposits from tenants

26

(268.107)

(117.497)





Cash generated from operations


51.602

709.072

Income tax paid


(2.879)

(238.616)





Net cash flows provided in operating activities


48.723

470.456

CASH FLOWS FROM INVESTING ACTIVITIES




Sales proceeds from disposal of investment property

6b

                2.043.055

1.635.615

Prepayment made for acquisition of investment property

12

-

(100.000)

Cash outflow on available for sales financial assets


-

(2.298.006)

Capital expenditure on property plant and equipment


(23.266)

-

Dividend received from associates


127.570

-

Interest received


886

63.596

Increase in long term receivables


1.734


Cash outflow on acquisition of subsidiaries

13

-

(1.786.934)

Net cash flows from / (used in) investing activities


2.149.979

(2.485.728)

CASH FLOWS FROM FINANCING ACTIVITIES




Proceeds from issue of share capital/shareholders advances

21

-

10.839.040

Proceeds from bank loans

24

1.000.000

-

Repayment of borrowings

24

(2.881.423)

(5.672.198)

Interest and financial charges paid


(3.716.433)

(2.619.506)

Decrease in financial lease liabilities

28

(82.934)

(179.255)

Increase in Non controlling interest


4.287.673


Repayment of preference shares

21

-

(349.325)

Net cash flows from / (used in) financing activities


(1.393.117)

2.018.756





Net increase/(decrease) in cash at banks


797.092

(203.603)

 

Cash:




At beginning of the year


895.422

891.938

Effect of foreign exchange rates on cash and cash equivalents


(8.493)

(207.086)





At end of the year

20

1.701.007

895.422


11. Notes to the Consolidated Financial Statements

For the year ended 31 December 2016

 

1.       Investment in subsidiaries

 

The Company has direct and indirect holdings in other companies, collectively called the Group, that were included in the consolidated financial statements, and are detailed below. The Group is planning to streamline its structure in Cyprus and Romania throughout 2017.

 




Holding %

Name

Country of incorporation

Related Asset

as at

 31 Dec 2016

as at 

31 Dec 2015

SC SECURE Capital Limited

Cyprus


100

100

SL SECURE Logistics Limited

Cyprus

Brovary Logistics Park

100

100

LLC Aisi Brovary

Ukraine

100

100

LLC Terminal Brovary

Ukraine

100

100

LLC Aisi Ukraine

Ukraine

Kiyanovskiy Residence

100

100

LLC Retail Development Balabino

Ukraine

100

100

LLC Trade Center

Ukraine

100

100

LLC Almaz‑press‑Ukrayina

Ukraine

Tsymlianskiy Residence

55

55

LLC Aisi Bela

Ukraine

Bela Logistic Park

100

100

LLC Interterminal

Ukraine

Zaporizhia Retail Center

100

100

LLC Aisi Ilvo

Ukraine


100

100

Myrnes Innovations Park Limited

Cyprus

Innovations Logistics Park

100

100

Best Day Real Estate SRL

Romania

100

100

Yamano Holdings Limited

Cyprus

EOS Business Park

100

100

Secure Property Development and Investment Srl

Romania

100

100

N-E Real Estate Park First Phase Srl

Romania

100

100

Victini Holdings Limited

Cyprus

GED Logistics

100

100

SPDI Logistics S.A.

Greece

100

100

Zirimon Properties Limited

Cyprus

Delea Nuova

100

100

Bluehouse Accession Project IX Limited

Cyprus

Praktiker Craiova

100

100

Bluehouse Accession Project IV Limited

Cyprus

100

100

Bluebigbox 3 Srl

Romania

100

100

SEC South East Continent Unique Real Estate Investments II Limited

Cyprus


100

100

SEC South East Continent Unique Real Estate (Secured) Investments Limited

Cyprus


100

100

Diforio Holdings Limited

Cyprus

Residential and Land portfolio

100

100

Demetiva Holdings Limited

Cyprus

100

100

Ketiza Holdings Limited

Cyprus

90

90

Frizomo Holdings Limited

Cyprus

100

100

SecMon Real Estate SRL

Romania

100

100

SecVista Real Estate SRL

Romania

100

100

SecRom Real Estate SRL

Romania

100

100

Ketiza Real Estate SRL

Romania

90

90

Edetrio Holdings Limited

Cyprus

100

100

Emakei Holdings Limited

Cyprus

100

100

RAM Real Estate Management Limited

Cyprus

50

50

Iuliu Maniu Limited

Cyprus

45

45

Moselin Investments srl

Romania

45

45

Rimasol Enterprises Limited

Cyprus

44,24

44,24

Rimasol Real Estate Srl

Romania

44,24

44,24

Ashor Ventures Limited

Cyprus

44,24

44,24

Ashor Development Srl

Romania

44,24

44,24

Jenby Ventures Limited

Cyprus

44,30

44,30

Jenby Investments Srl

Romania

44,30

44,30

Ebenem Limited

Cyprus

44,30

44,30

Ebenem Investments Srl

Romania

44,30

44,30

Sertland Properties Limited

Cyprus

100

100

Boyana Residence ood

Bulgaria

100

100

Mofben Investments Limited

Cyprus

100

100

Delia Lebada Invest srl

Romania

65

65

 

 

During the reporting period the Group did not proceed with any acquisitions. In 2015 it realized a number of acquisitions: GED Warehouse, Praktiker Craiova and a part of the mixed portfolio including commercial, residential properties and land which were categorized under "Investment Property" (Notes 12 & 13). Another part of the mixed portfolio (Delea Nuova office Building, Green Lake land) has been categorized under "Associates" (Note 14). The 20% acquisition of Autounion has been recorded under "Available for Sale Financial Assets" (Note 18).

 

 

 

2.       Income

 

Income for the year ended 31 December 2016 represents:

 

a)     rental income as well as service charges and utilities income collected from tenants as a result of the rental agreements concluded with tenants of the Terminal Brovary Logistic Park (Ukraine), Innovations Logistics Park (Romania), EOS Business Park (Romania), Praktiker Craiova (Romania), and GED Logistics (Greece)

b)     the income from Nestle (~€1,6m) pursuant to the agreement to early termination of their rental contract at Innovations Logistics Park (Romania)

c)     income from the sale of electricity by GED Logistics to the Greek grid,

d)     rental income and service charges by tenants of the Residential Portfolio, and;

e)     income from third parties and /or partners for managing real estate properties in Romania.

 


31 Dec 2016

31 Dec 2015


Rental income

5.262.607

4.605.022

Sale of electricity

315.599

297.962

Service charges and utilities income

458.648

545.976

Service and property management income

34.086

-

Total income

6.070.940

5.448.960

 

Occupancy rates in the various income producing assets of the Group as at 31 December 2016 were as follows:

 

Income producing assets

%


31 Dec 2016

31 Dec 2015

EOS Business Park

Romania

100

100

Innovations Logistics Park (Note 36b)

Romania

25

87

GED Logistics

Greece

100

100

Terminal Brovary (Note 36a)

Ukraine

100

47

Praktiker Craiova

Romania

100

100

 

3.       Asset operating expenses

 

The Group incurs expenses related to the proper operation and maintenance of all the income generating properties in Kiev, Bucharest, Athens, Sofia and Craiova. A part of these expenses is recovered from the tenants through the rental agreements (Note 2). The effective reduction between 2015 and 2016 is attributed in part to cost optimizing and in part to reduced occupancy at Innovations Logistics Park.

 


31 Dec 2016

31 Dec 2015


Property related taxes

(283.193)

(363.080)

Utilities

(207.086)

(274.149)

Property management fees

(173.363)

(253.060)

Repairs and technical maintenance

(101.325)

(70.247)

Property security

(86.574)

(55.688)

Property insurance

(49.622)

(48.258)

Leasing expenses

(89.335)

(30.861)

Other operating expenses

(1.943)

(29.240)

Total

(992.441)

(1.124.583)

 

Property related taxes reflect local taxes related to land and building properties (in the form of land taxes, building taxes, garbage fees, etc).

 

Property Management fees relate to Property Management Agreements for Terminal Brovary Logistics Park, Innovation Logistics Park and Praktiker Craiova with third party managers outsourcing the related services.

 

Leasing expenses reflect expenses related to long term land leasing.

 

4.       Administration Expenses

 


31 Dec 2016

31 Dec 2015


Salaries and Wages

(977.304)

(1.108.614)

Advisory fees

(403.185)

(323.232)

Audit and accounting fees

(192.514)

(191.230)

Public group expenses

(146.047)

(155.766)

Corporate registration and maintenance fees

(185.772)

(226.326)

Directors' remuneration

(140.779)

(278.417)

Legal fees

(127.926)

(241.092)

Depreciation/Amortization charge

(58.491)

(40.823)

Corporate operating expenses

(382.170)

(448.442)

Total Administration Expenses

(2.614.188)

(3.013.942)

 

Salaries and wages include the remuneration of the CEO, the CFO, the Group Commercial Director, the Group Investment Director and the Country Managers of Ukraine and Romania who have accepted a reduction in their remuneration, as well as the salary cost of personnel employed in the region.

 

Advisory fees are mainly related to outsourced human resources support on the basis of advisory contracts, capital raising advisory expenses and marketing expenses incurred by the Group in relation to Cypriot, Ukrainian, Romanian, Bulgarian and Greek operations.

 

Audit and accounting expenses include the audit fees and accounting fees for the Company and all the subsidiaries.

 

Public group expenses include among others fees paid to the AIM:LSE stock exchange and the Nominated Adviser of the Company as well as other expenses related to the listing of the Group.

 

Corporate registration and maintenance fees represent fees paid for the annual maintenance of the Company and its subsidiaries as well as fees and expenses related to the normal operation of the companies including charges by the relevant local authorities.

 

Directors' remuneration represents the remuneration of all non-executive Directors and committee members for H1-2016 (Note 32.1.2). Following a BOD decision the Directors will receive no remuneration thereafter.

 

Legal fees represent legal expenses incurred by the Group in relation to asset operations (rentals, sales, etc), ongoing legal cases in Ukraine and compliance with AIM listing.

 

Corporate operating expenses include office expenses, travel expenses, communication expenses, D&O insurance and all other general expenses for Cypriot, Romanian, Ukrainian, Bulgarian and Greek operations.

 

5.       Valuation gains /(losses) from investment properties

 

Valuation gains /(losses) from investment property for the reporting period, excluding foreign exchange translation differences which are incorporated in the table of Note 12.2, are presented in the table below.

 

Property Name (€)

Valuation gains/(losses)


31 Dec 2016

31 Dec 2015


Brovary Logistic Park

3.561.403

(589.179)

Bela Logistic Center

283.654

1.513.658

Kiyanivskiy Lane

356.023

278.302

Tsymlyanskiy Lane

111.893

178.669

Balabyne Lane

77.597

(8.143)

Rozny Lane

(55.673)

(865.054)

Innovations Logistics Park

(3.384.853)

400.000

EOS Business Park

337.684

150.000

Residential Portfolio

133.130

251.500

Green Lake

53.139

(865.000)

Pantelimon Lake

(941.179)

(10.000)

Praktiker Craiova

329.975

(2.870.000)

GED Logistics

-

100.000

Boyana - Land

34.000

-

Total

896.793

(2.335.247)

 

6.       Gain/(Loss) from disposal of properties

 

During the reporting period the Group progressed with selling properties classified under either Investment Property (Romanian residential assets) or Inventory (Bulgarian residential assets), designated as non-core assets. The sales proceed from sale of apartments and parking spaces minus the cost of assets sold, representing the fair value of the previous year of the apartments and parking spaces sold in 2016 is presented below.

 

6a Inventory (Note 17)

 


31 Dec 2016

31 Dec 2015


Income from sale of inventory

1.153.326

89.711

Cost of inventory

(1.522.233)

(141.070)

Gain/(Loss) from disposal of inventory

(368.907)

(51.359)

 

 

6b Investment property

 

A large part of sold properties during 2016 represent the bulk sale of all the apartments held by the Group at the Linda Residence project. This sale resulted in €660.000 of income vs the carrying value of €1.014.000 reflecting the 2015 stated fair value. During the sale process the financing bank agreed to provide a discount of €326.937 against the one off repayment of the associated debt (Note 9). The net cash proceeds from the sale were ~€450k.

 

 


31 Dec 2016

31 Dec 2015


Income from sale of investment property

2.043.055

1.635.615

Cost of investment property

(2.481.571)

(1.902.579)

Gain/(Loss) from disposal of investment property

(438.516)

(266.964)

 

7.         Impairment allowance for inventory and provisions

 


31 Dec 2016

31 Dec 2015


Impairment of Inventory

(63.513)

(975.659)

Provisions (Notes 27, 33.3)

-

(700.000)

Total

(63.513)

(1.675.659)

 

Impairment of Inventory relates to Boyana residence (Note 17).

 

Provisions reflect potential contingent liabilities from legal cases (Notes 27, 33).

 

8.       Other operating income/(expenses), net

 


31 Dec 2016

31 Dec 2015


Break fees received

-

182.638

Accounts payable written off

109.602

1.197.740

Other income

109.602

1.380.378




Impairment of assets

-

(342.280)

Impairment of prepayments and other current assets

(6.701)

(47.316)

Transaction costs written off

(506.837)

(287.999)

Penalties

(521.595)

(16.753)

Other expenses

(378.773)

(32.174)

Other expenses

(1.413.906)

(726.522)




Other operating income/(expenses), net

(1.304.304)

653.856

 

Break fees received represents extraordinary income due to early break fees of tenancy agreements by tenants in Terminal Brovary.

 

Accounts payable written off in 2015 represent a write off of management fees associated with SEC South East Continent Unique Real Estate (SECURED) Investments Ltd charged by a related party, Secure Management Ltd, which has accepted to forgo any claim on such payable amount. 

 

Impairment of assets in 2015 represents an amount paid by a subsidiary 8 years ago for acquiring an option to buy properties which has not been exercised.

 

Transaction costs represent due diligence costs, previously held under deferred expenses, for properties that were considered for acquisition which at the end were not acquired (in 2016 mainly Bluehouse assets).

 

Penalties in 2016 mainly represents penalties associated with the 20% share disposal in Autounion (Note 18).

 

Other income/(expenses) in 2016 includes €246.337 of transaction expenses related to Terminal Brovary sale and €109.654 reflects a non realized loss due to amounts related with non controlling interest restructuring of the Group.

 

9.        Finance costs and income

 

Finance income

31 Dec 2016

31 Dec 2015


Income associated to partial write off of bank loans

326.937

-

Interest received from non bank loans (Note 32.1)

61.925

48.730

Interest (non bank) written off

763.481

-

Interest income associated with banking accounts

900

14.866

Total finance income

1.153.243

63.596

 

 

Income associated to partial write off of bank loans reflects the amount foregone by the Raiffeisen Bank reflecting a discount of 26% of the principal amount (at the time of the agreement in 2015), upon complete sale of all the Linda Residence units (Note 6b) (effected in 2016) and full repayment of the remaining associated debt.

 

Interest received from non bank loans, reflects income from loans granted by the Group for financial assistance of associates or available for sale properties.

 

Interest (non bank) written off, represents accrued interest expense associated to one of the projects where the Company maintains a partnership participation and is under consolidation, whereas the shareholders have agreed to write off the interest and capitalize the shareholders' loan principal.

 

Finance costs

31 Dec 2016

31 Dec 2015


Interest expenses (bank)

(2.970.765)

(3.283.056)

Interest expenses (non bank) (Note 32.1)

(14.996)

-

Finance leasing interest expenses

(585.626)

(551.640)

Finance charges and commissions

(123.413)

(258.493)

Default interest

-

(325.707)

Other finance expenses

(44.151)

(19.295)

Total finance costs

(3.738.951)

(4.438.191)




Net finance result

(2.585.708)

(4.374.595)

 

Interest expense (bank) represents interest expense charged on bank borrowings.

 

Interest expense (non-bank) represents interest expense charged on non-bank borrowings, mainly from related parties. (Note 32.1).

 

Finance leasing interest expenses relate to the sale and lease back agreements of the Group (Note 28).

 

Finance charges and commissions include regular banking commissions and various fees paid to the banks.

 

Default interest in 2015 relates to interest charged by Bank of Cyprus in relation to the loan over Delia Lebada Invest srl.

 

10.    Foreign exchange profit / (losses)

 

a.        Foreign exchange loss - non realised

 

Foreign exchange losses (non-realised) resulted from the loans and/or payables/receivables denominated in non EUR currencies when translated in EUR, mainly the EBRD loan (Note 24). The exchange loss for the year ended 31 December 2016 amounted to €1.041.239 (2015: loss €5.071.048).

 

b.       Exchange difference on intercompany loans to foreign holdings

 

The intercompany loans provided by SC Secure Capital Limited to Ukrainian subsidiaries (Note 32.3) incurred an exchange loss (non-realised) of €4.167.542, due to the UAH devaluation which took place during the reporting period (2015: loss 13.653.402). Settlement of these loans is not planned to occur in the foreseeable future and in substance is part of the Group's net investment in its foreign operations.

 

11.    Income Tax Expense


31 Dec 2016

31 Dec 2015


Current income and defence tax expense

(174.315)

(80.188)

Taxes

(174.315)

(80.188)

 

For the year ended 31 December 2016,  the corporate income tax rate for the Group's subsidiaries are as follows: in Ukraine 18%, in Romania 16%, in Greece 29% and in Bulgaria 10%. The corporate tax that is applied to the qualifying income of the Company and its Cypriot subsidiaries is 12,5%.

 

The tax on the Group's results differs from the theoretical amount that would arise using the applicable tax rates as follows:


31 Dec 2016

31 Dec 2015


Profit / (loss) before tax

(1.483.129)

(11.530.401)




Tax calculated on applicable rates

410.850

(3.340.505)

Expenses not recognized for tax purposes

2.923.266

483.029

Tax effect of allowances and income not subject to tax

(2.530.411)

(248.073)

Tax effect of group tax relief

(51.711)

(8.573)

Tax effect on tax losses for the year

190.224

3.181.833

Tax effect on tax losses brought forward

(776.537)

(822)

10% additional tax

6.657

7.200

Defence tax

17

2.092

Overseas tax in excess of credit claim used during the year

1.044

166

Prior year tax

916

3.841

Total Tax

174.315

80.188

 

12.     Investment Property

 

12.1                        Investment Property Presentation

 

Investment Property consists of the following assets:

 

Income Producing Assets

 

·      GED Logistics is a logistics park comprising 17.756 gross leasable sqm. It is fully let to the German multinational transportation and logistics company, Kuehne + Nagel (70%) and to a Greek commercial company trading electrical appliances GE Dimitriou SA (30%). On the roof of the warehouse there is a 1MW photovoltaic park installed with the electricity generated being sold to Greek Electric Grid on a long term contract.

 

·      EOS Business Park is a 3.386 sqm gross leasable area and includes a Class A office Building in Bucharest, which is currently fully let to Danone Romania. EOS Business Park was acquired by the Group in October 2014.

 

·      Praktiker Craiova, a DIY retail property was acquired by the Group in July 2015. Situated in a prime location in Craiova, Romania and it is fully let to Praktiker, a regional DIY retailer. The property has a gross lettable area of 9.385 sqm and is 100% rented until 2025.

 

·      Innovations Logistic Park is a 16.570 sqm gross leasable area logistics park located in Clinceni in Bucharest, which benefits from being on the Bucharest ring road. Its construction was tenant specific, was completed in 2008 and is separated in four warehouses, two of which offer cold storage (freezing temperature), the total area of which is 6.395 sqm. Innovations was acquired by the Group in May 2014 and was 25% leased at the end of the reporting period. As at the date of issuance of the financial statements occupancy stands at ~60% (Note 36b).

 

·      Terminal Brovary Logistic Park consists of a 49.180 sqm gross leasable Class A warehouse and associated office space, situated on the junction of the main Kiev - Moscow highway and the Borispil road. The facility is in operation since Q1 2010 and as at the end of the reporting period its warehouse space is 100% leased. The Company has agreed to sell the property and the sale concluded beginning of 2017 (Note 36a).

 

Residential Assets

 

·      The Company owns a residential portfolio, consisting at the end of the reporting period of partly let and income producing 69 apartments and villas across four separate complexes located in different residential areas of Bucharest (Residential portfolio: Romfelt, Monaco, Blooming House, Green Lake Residential: Green Lake Parcel K). The Group acquired the portfolio  partly in August 2014 and partly May 2015 (Note 13) and in May 2016 proceeded in full divestment from Linda Residences. The aggregate residential portfolio is ~40% let at the end of the reporting period.

 

Land Assets

 

·      Bela Logistic Center is a 22,4 Ha plot in Odessa situated on the main highway to Kiev. Following the issuance of permits in 2008, below ground construction for the development of a 103.000 sqm GBA logistic center commenced. Construction was put on hold in 2009.

 

·      Kiyanivsky Lane consists of four adjacent plots of land, totaling 0,55 Ha earmarked for a residential development, overlooking the scenic Dnipro River, St. Michael's Spires and historic Podil neighborhood.

 

·      Tsymlianskiy Lane is a 0,36 Ha plot of land located in the historic Podil District of Kiev and is destined for the development of a residential complex.

 

·      Rozny Lane is a 42 Ha land plot located in Kiev Oblast, destined for the development of a residential complex. It has been registered under the Group pursuant to a legal decision in 2015.

 

·      Balabino project is a 26,38 Ha plot of land situated on the south entrance of Zaporizhia, a city in the south of Ukraine with a population of 800.000 people. Balabino is zoned for retail and entertainment development.

 

·      Green Lake land is a 40.360 sqm plot and is adjacent to the Green Lake part of the Company's residential portfolio, which is classified under Investments in Associates (Note 14). It is situated in the northern part of Bucharest on the bank of Grivita Lake in Bucharest. SPDI owns ~44% of these plots, but has effective management control.

·      Pantelimon Lake consists of a ~40.000 sqm plot of land in east Bucharest situated on the shore of Pantelimon Lake, opposite to a famous Romanian hotel, the Lebada Hotel. The construction permit, which allows for ~54.000 sqm residential space to be built, is under renewal.

·      Boyana Land: The complex of Boyana Residence includes adjacent land plots with building permits to develop gross buildable area of 21,851 sqm (Note 17).

 

12.2 Investment Property Movement during the reporting period

 

The table below presents a reconciliation of the Fair Value movements of the investment property during the reporting period broken down by property and by local currency vs. reporting currency.

2016 ()

 


Fair Value movements


Asset Value at the Beginning of the period or at Acquisition/Transfer date

Asset Name

Type

Carrying amount as at 31/12/2016

Foreign exchange translation difference

(a)

Fair value gain/(loss) based on local currency valuations (b)

Disposals 2016

Transfer from Inventory

Additions

2016

Carrying amount as at 31/12/2015

Terminal Brovary Logistics Park

Warehouse

14.900.000

(925.726)

3.561.403


-

-

12.264.323

Bela Logistic Center

Land

5.027.986

(381.057)

283.654


-

-

5.125.389

Kiyanivskiy Lane

Land

3.320.368

(239.023)

356.023


-

-

3.203.368

Tsymlyanskiy Lane

Land

1.043.544

(75.122)

111.893


-

-

1.006.773

Balabyne

Land

1.517.883

(115.636)

77.597


-

-

1.555.922

Rozny Lane

Land

1.138.412

-

(55.673)


-

-

1.194.085

Total Ukraine



(1.736.564)

4.334.897

-




Overall  change in Ukraine


26.948.193

2.598.333


-

-

24.349.860

Innovations Logistics Park

Warehouse

11.000.000

(15.147)

(3.384.853)

-

-

-

14.400.000

EOS Business Park

Office

6.860.000

(27.684)

337.684

-

-

-

6.550.000

Residential portfolio

Residential

4.375.000

1.440

133.130

(2.481.570)

-

-

6.722.000

Green Lake

Land

17.919.000

(66.139)

53.139

-

-

-

17.932.000

Pantelimon Lake

Land

4.860.000

(10.821)

(941.179)

-

-

-

5.812.000

Praktiker Craiova

Retail

7.500.000

(29.975)

329.975

-

-

-

7.200.000

Total Romania


52.514.000

(148.326)

(3.472.104)

(2.481.570)

-

-

58.616.000

Boyana

Land

4.720.000

-

34.000

-

4.686.000

-

-

Total Bulgaria


4.720.000

-

34.000


4.686.000


-

GED Logistics

Warehouse

16.500.000

-

-


-

-

16.500.000

Total Greece


16.500.000

-

-

-

-

-

16.500.000









TOTAL


100.682.193

(1.884.890)

896.793

(2.481.570)

4.686.000

-

99.465.860

 

2015 ()

 


Fair Value movements


Asset Value at the Beginning of the period or at Acquisition/Transfer date

Asset Name

Type

Carrying amount 31/12/2015

Foreign exchange translation difference

(a)

Fair value gain/(loss) based on local currency valuations (b)

Disposals 2015

Transfer from prepayments made for investments (Note 12.4c)

Additions

2015

Carrying amount as at 31/12/2014

Terminal Brovary Logistics Park

Warehouse

12.264.323

(4.609.808)

(589.179)


-

-

17.463.310

Bela Logistic Center

Land

5.125.389

(1.471.485)

1.513.658


-

-

5.083.216

Kiyanivskiy Lane

Land

3.203.368

(1.092.315)

278.302


-

-

4.017.381

Tsymlyanskiy Lane

Land

1.006.773

(319.719)

178.669


-

-

1.147.823

Balabyne

Land

1.555.922

(567.608)

(8.143)


-

-

2.131.673

Rozny Lane

Land

1.194.085

-

(324.395)


1.518.480

-

-

Total Ukraine



(8.060.935)

1.048.912

-




Overall  change in Ukraine


24.349.860

(7.012.023)


1.518.480


29.843.403

Innovations Logistics Park

Warehouse

14.400.000

-

400.000


-

-

14.000.000

EOS Business Park

Office

6.550.000

-

150.000


-

-

6.400.000

Residential portfolio

Residential

6.722.000

-

251.500

 

(1.902.500)

-

-

8.373.000

Green Lake

Land

17.932.000

-

(865.000)


-

18.797.000

-

Pantelimon Lake

Land

5.812.000

-

(10.000)


-

5.822.000

-

Praktiker Craiova

Retail

7.200.000

-

(2.870.000)


-

10.070.000

-

Total Romania


58.616.000

-

(2.943.500)

(1.902.500)

-

34.689.000

28.773.000

GED Logistics

Warehouse

16.500.000

-

100.000


-

16.400.000

-

Total Greece


16.500.000

-

100.000

-

-

16.400.000

-









TOTAL


99.465.860

(8.060.935)

(1.794.588)

(1.902.500)

1.518.480

51.089.000

58.616.403

 

The two components comprising the fair value movements are presented in accordance with the requirements of IFRS in the consolidated statement of comprehensive income as follows:

a.      The translation loss due to the devaluation of local currencies of €1.884.890 (a) is presented as part of the exchange difference on translation of foreign operations in other comprehensive income in the statement of comprehensive income and then carried forward in the Foreign currency translation reserve; and,

b.      The fair value gain in terms of the local functional currencies amounting to €896.793 (b), is presented as Valuation gains/(losses) from investment properties in the statement of comprehensive income and is carried forward in Accumulated losses.

 

In respect of the main fair value changes of the various properties as at the reporting date:

- Terminal Brovary valuation reflects the price of which the property was sold in January 2017 (Note 36a).

- The decrease in the valuation of Innovations reflect the low occupancy of the property.

- The fair value of the unsold units of the Residential portfolio as at the end of the reporting period has increased by €133.130 compared to the 2015 valuation (which was used for discharging the units sold during the period).

 

12.3 Investment Property Carrying Amount per asset as at the reporting date

 

The table below presents the values of the individual assets as appraised by the appointed valuer as at the reporting date.

 

Asset Name

Location

Principal Operation

Related Companies

Carrying amount as at





31 Dec 2016

31 Dec 2015





Terminal Brovary Logistics Park

Brovary,

Kiev oblast

Warehouse

LLC Terminal Brovary

LLC Aisi Brovary

SL Logistics Limited

14.900.000

12.264.323

Bela Logistic Center

 

Odesa

Land and Development Works for Warehouse

LLC Aisi Bela

5.027.986

5.125.389

Kiyanivskiy Lane

 

Podil,

Kiev City Center

Land for residential development

 

LLC Aisi Ukraine

LLC Trade Center

 

3.320.368

3.203.368

Tsymlyanskiy Lane

Podil,

Kiev City Center

Land for residential

development

LLC Almaz Pres Ukraine

1.043.544

1.006.773

Balabyne

 

Zaporizhia

 

Land for retail development

LLC Interterminal

LLC Aisi Ilvo,

 

1.517.883

1.555.922

Rozny Lane

Brovary district, Kiev

Land for residential

Development

SC Secure Capital Limited

1.138.412

1.194.085

Total Ukraine




26.948.193

24.349.860

Innovations Logistics Park

Clinceni, Bucharest

Warehouse

Myrnes Innovations Park Limited

Best Day Real Estate Srl

11.000.000

14.400.000

EOS Business Park

Bucharest

Office building

Yamano Limited

SPDI SRL,

N-E Real Estate Park First Phase Srl

6.860.000

6.550.000

Praktiker Craiova

Craiova

Big Box retail

Bluehouse Accession Project IX Limited

Bluehouse Accession Project IV Limited

BlueBigBox 3 srl

7.500.000

7.200.000

Residential Portfolio

Bucharest

Residential apartments

(55 in total in 3 complexes)

Secure Investments  II Limited

Demetiva Limited

Diforio Limited

Frizomo Limited

Ketiza Limited

SecRom Srl

SecVista Srl

SecMon Srl

Ketiza Srl

4.375.000

6.722.000

Green Lake

Bucharest

Residential villas (14 villas)

&

land for residential development

Secure Investments  I Limited

Edetrio Holdings Limited

Emakei Holdings Limited

Iuliu Maniu Limited

Ram Real Estate Management Limited

Moselin Investments srl

Rimasol Limited

Rimasol Real Estate Srl

Ashor Ventures Limited

Ashor Develpoment Srl

Jenby Ventures Limited

Jenby Investments Srl

Ebenem Limited

Ebenem Investments Srl

17.919.000

17.932.000

Pantelimon Lake

Bucharest

Land for residential development

Secure Investments  I Limited

Mofben Investments Limited

Delia Lebada Invest srl

4.860.000

5.812.000

Total Romania




52.514.000

58.616.000

Boyana

Sofia

Land

Boyana Residence ood,

 Sertland Properties Limited

4.720.000

transferred from Inventory

Total Bulgaria




4.720.000


GED Logistics

Athens

Warehouse

Victini Holdings Limited.

SPDI Logistics S.A.

16.500.000

16.500.000

Total Greece




16.500.000

16.500.000




TOTAL




100.682.193

99.465.860

 

12.4 Investment Property analysis

 

a.        Investment Properties

 

The following assets are presented under Investment Property: Terminal Brovary Logistics Park, Innovations Logistic park, EOS Business Park, GED Logistics, Praktiker Craiova, the Residential Portfolio (consisting of apartments in 3 complexes) and Green Lake parcel K as well as all the land assets namely Kiyanivskiy Lane, Tsymlyanskiy Lane, Balabyne and Rozny in Ukraine, Pantelimon Lake and Green Lake in Romania as well as the land in Sofia, Bulgaria (Boyana) which has been reclassified from Inventory.

 


31 Dec 2016

31 Dec 2015


At 1 January

94.340.471

53.533.187

Acquisitions of investment property

-

51.089.000

Disposal of investment Property

(2.481.570)

(1.902.500)

Transfer from Inventory/prepayments made

4.686.000

1.518.480

Revaluation gain/(loss) on investment property

613.139

(3.308.246)

Translation difference

(1.503.833)

(6.589.450)

At 31 December

95.654.207

94.340.471

 

b.       Investment Properties Under Development

 

As at 31 December 2016 investment property under development represents the carrying value of Bela Logistic Center property, which has reached the +10% construction in late 2008 but it is stopped since then.

 


31 Dec 2016

31 Dec 2015


At 1 January

5.125.389

5.083.216

Revaluation on investment property

283.654

1.513.658

Translation difference

(381.057)

(1.471.485)

At 31 December

5.027.986

5.125.389

 

c.        Prepayments made for Investments

 

From time to time, when the Group acquires a new property, it may proceed with downpayment in order to facilitate such transactions.  Movements of such prepayments are presented below for 2016 and 2015.

 


31 Dec 2016

31 Dec 2015


At 1 January

100.000

2.674.219

Advances for acquisition transferred to Investment in subsidiary

-

(624.841)

Translation difference

-

9.761

Transfer to Investment Properties

-

(1.518.480)

Transfer to long term receivables and prepayments of investments (Note 16)

(100.000)

-

Advances for investments from acquisition of subsidiaries

-

100.000

Impairment provision

-

(540.659)

At 31 December

-

100.000

 

12.5 Investment Property valuation method presentation

 

In respect of the Fair Value of Investment Properties the following table represents an analysis based on the various valuation methods. The different levels as defined by IFRS have been defined as follows:

-           Level 1 relates to quoted prices (unadjusted) in active and liquid markets for identical assets or liabilities.

-           Level 2 relates to inputs other than quoted prices that are observable for the asset or liability indirectly (that is, derived from prices). Level 2 fair values of investment properties have been derived using the market value approach by comparing the subject asset with similar assets for which price information is available. Under this approach the first step is to consider the prices for transactions of similar assets that have occurred recently in the market. The most significant input into this valuation approach is price per sqm.

-           Level 3 relates to inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs). Level 3 valuations have been performed by the external valuer using the income approach (discounted cash flow) due to the lack of similar sales in the local market (unobservable inputs).

 

 

To derive Fair Values the Group has adopted a combination of income and market approach weighted according to the predominant local market and economic conditions.

 

Fair value measurements at 31 Dec 2016 (€)

(Level 1)

(Level 2)

(Level 3)

Total






Recurring fair value measurements





Balabyne - Zaporizhia

-

1.517.883

-

1.517.883

Tsymlyanskiy Lane - Podil, Kiev City Center

-

1.043.544

-

1.043.544

Bela Logistics Center- Odessa

-

-

5.027.986

5.027.986

Terminal Brovary Logistics Park - Brovary Kiev Oblast

-

14.900.000

-

14.900.000

Kiyanivskiy Lane - Podil, Kiev City Center

-

3.320.368

-

3.320.368

Rozny Lane - Brovary district, Kiev oblast

-

1.138.412

-

1.138.412

Innovations Logistics Park - Bucharest

-

-

11.000.000

11.000.000

EOS Business Park - Bucharest, City Center

-

-

6.860.000

6.860.000

Residential Portfolio (ex Green Lake) - Bucharest

-

4.375.000

-

4.375.000

Green Lake - Bucharest

-

17.919.000


17.919.000

Pantelimon Lake - Bucharest

-

4.860.000

-

4.860.000

Praktiker - Craiova

-

-

7.500.000

7.500.000

GED Logistics - Athens

-

-

16.500.000

16.500.000

Boyana- Land

-

4.720.000

-

4.720.000

Totals

-

53.794.207

46.887.986

100.682.193

 

Fair value measurements at 31 Dec 2015 (€)

(Level 1)

(Level 2)

(Level 3)

Total






Recurring fair value measurements





Balabyne - Zaporizhia

-

1.555.922

-

1.555.922

Tsymlyanskiy Lane - Podil, Kiev City Center

-

1.006.773

-

1.006.773

Bela Logistics Center- Odessa

-

-

5.125.389

5.125.389

Terminal Brovary Logistics Park - Brovary Kiev Oblast

-

-

12.264.323

12.264.323

Kiyanivskiy Lane - Podil, Kiev City Center

-

3.203.368

-

3.203.368

Rozny Lane - Brovary district, Kiev oblast

-

1.194.085

-

1.194.085

Innovations Logistics Park - Bucharest

-

-

14.400.000

14.400.000

EOS Business Park - Bucharest, City Center

-

-

6.550.000

6.550.000

Residential Portfolio (ex Green Lake) - Bucharest

-

6.722.000

-

6.722.000

Green Lake - Bucharest

-

17.932.000


17.932.000

Pantelimon Lake - Bucharest

-

5.812.000

-

5.812.000

Praktiker - Craiova

-

-

7.200.000

7.200.000

GED Logistics - Athens

-

16.500.000

-

16.500.000

Totals

-

53.926.148

45.539.712

99.465.860

 

The table below shows yearly adjustments for Level 3 investment property valuations:

 

Level 3 Fair value measurements at 31 Dec 2016 (€)

Bela Logistics Center

Innovations Logistics Park

EOS Business Park

Praktiker Craiova

GED Logistics

Total








Opening balance

5.125.389

14.400.000

6.550.000

7.200.000

-

33.275.389

Transfer to and from level 2 due to change of valuation methods

-

-

-

-

 

 

 

 

16.500.000

16.500.000

Acquisitions

-

-

-

-

-

-

Additions

-

-

-

-

-

-

Disposals

-

-

-

-

-

-

Profit/(loss) on revaluation

283.654

(3.384.853)

337.684

329.975

 

-

(2.433.540)

Translation difference

(381.057)

(15.147)

(27.684)

(29.975)

 

-

(453.863)

Closing balance

5.027.986

11.000.000

6.860.000

7.500.000

 

16.500.000

46.887.986

 

 

 

Level 3 Fair value measurements at 31 Dec 2015 (€)

Terminal Brovary Logistics Park

Kiyanivskiy Lane

Tsymlyanskiy Lane

Bela Logistic Center

Innovations Logistics Park

EOS Business Park

Praktiker Craiova

Total










Opening balance

17.463.310

4.017.381

1.147.823

-

14.000.000

6.400.000

-

43.028.514

Transfer to and from level 2 due to change of valuation methods

-

(4.017.381)

(1.147.823)

5.083.216

-

-

-

(81.988)

Acquisitions

-

-

-

-

-

-

10.070.000

10.070.000

Additions

-

-

-

-

-

-

-

-

Disposals

-

-

-

-

-

-

-

-

Profit/(loss) on revaluation

(589.179)

-

-

1.513.658

400.000

150.000

(2.870.000)

(1.395.521)

Translation difference

(4.609.808)

-

-

(1.471.485)

-

-

-

(6.081.293)

Closing balance

12.264.323

-

-

5.125.389

14.400.000

6.550.000

7.200.000

45.539.712

 

Information about Level 3 Fair Values is presented below:

 


Fair value at

 31 Dec 2016

Fair value at

31 Dec 2015

Valuation technique

Unobservable inputs

Relationship of unobservable inputs to fair value


Bela Logistic Center - Odessa

5.027.986

5.125.389

Combined market and cost approach

Percentage of development works completion, deterioration rate

The higher the percentage of completion the higher the fair value. The higher the deterioration rate the lower the fair value

Terminal Brovary Logistics Park- Brovary Kiev Oblast

-

12.264.323

Combined market and income approach

Future rental income and costs for 14 months, discount rate

The higher the rental income the higher the fair value. The higher the discount rate, the lower fair value

Innovations Logistics Park - Bucharest

11.000.000

14.400.000

Income approach

Future rental income and costs for 10 years, discount rate

The higher the rental income the higher the fair value. The higher the discount rate, the lower fair value

EOS Business Park - Bucharest, City Center

6.860.000

6.550.000

Income approach

Future rental income and costs for 10 years, discount rate

The higher the rental income the higher the fair value. The higher the discount rate, the lower fair value

Praktiker Craiova

7.500.000

7.200.000

Income approach

Future rental income and costs for 10 years, discount rate

The higher the rental income the higher the fair value. The higher the discount rate, the lower fair value

GED Logistics

16.500.000

-

Income approach

Future rental income and costs for 10 years, discount rate for real estate property and for Photovoltaic 25 + 6 years for PV

The higher the rental/PV income the higher the fair value. The higher the discount rate, the lower fair value

Total

46.887.986

45.539.712




 

13.     Investment Property Acquisitions and Goodwill Movement

 

a. Investment Property Acquisitions

 

In March 2015 the Group completed the acquisition of an income producing logistics park (the "GED Logistics"), located in the West Attica Industrial Area of Athens, Greece (Note 12.1).

 

In July 2015 the Group acquired Praktiker Craiova, a DIY retail property (Note 12.1). The acquisition was effected through the issuance of Class B Redeemable Convertible Preference Shares ('RCPS') to the vendors (Note 21.6). The Company is in discussion with the vendor vis a vis the finalization of the redemption process (Note 18).

 

During 2015 the Group acquired the mixed use portfolio of Sec South, a private equity entity, which included investment properties, inventories and investment in associates, (Notes 12, 13, 14) via in kind contribution by the vendors and in exchange of 18.028.294 ordinary shares of €0,01 and two equivalent sets of warrants as described below (Note 21.4 and 21.5).The shares were issued at a price of GBP 0,65 per share while the first set of warrants had an exercise price of GBP 0,10 and the second of GBP 0,45. Out of the 1st set of 18.028.294 warrants, 14.324.627 were exercised in 2015 and an equal amount of ordinary shares was issued (Note 21.2) while the 2nd set has expired without being exercised (Note 21.2). The vendors of the Sec South included Ionian Equity Participations Limited, a substantial shareholder in the Company, holding then in excess of 10% of the Company's issued share capital, as well as an entity in which Lambros Anagnostopoulos (a director of the Company and the CEO) had a majority stake and Constantinos Bitros (the CFO of the Company) with stakes in Sec South of less than 20%, 4% and 1% respectively. Sec South transferred properties in SPDI, the net equity of which was €15.782.190 (fair value at acquisition).

 

The fair value of identifiable assets and liabilities of acquired projects during 2015 as of the date of their acquisition was as follows:

 

GED Logistics

SEC South East

Praktiker Craiova

Total

ASSETS





Non-current assets





Investment property

16.400.000

24.619.000

10.070.000

51.089.000

Investments in associates

-

6.132.516

-

6.132.516

Other non-current assets

29.911

69.536

-

99.447






Current assets





Inventories

-

12.300.000

-

12.300.000

Prepayments and other current assets

353.366

1.203.036

384.884

1.941.286

Cash and cash equivalents

160

777.247

26.425

803.832






Total assets

16.783.437

45.101.335

10.481.309

72.366.081






Non-current liabilities





Interest bearing borrowings

12.549.180

23.865.253

4.892.950

41.307.383

Deposits from tenants

211.243

-

-

211.243






Current liabilities





Interest bearing borrowings

135.110

1.431.464

-

1.566.574

Trade and other payables

492.060

3.074.332

120.961

3.687.353

Taxes payable

56.776

252.033

-

308.809






Total liabilities

13.444.369

28.623.082

5.013.911

47.081.362






Net assets acquired (including non-controlling interest)

3.339.068

16.478.253

5.467.398

 

25.284.719






Non-controlling interest

-

(696.063)

-

(696.063)






Net assets acquired attributable to equity holders

3.339.068

15.782.190

5.467.398

24.588.656

Financed by





Cash consideration paid

1.786.934

-

-

1.786.934

Issue of shares

-

15.152.490

6.081.211

21.233.701

Total consideration

1.786.934

15.152.490

6.081.211

23.020.635






Gain realized on acquisition

Goodwill =Net Assets - Total consideration

1.552.134

-

629.700

-

-

(613.813)

2.181.834 (613.813)

 

b. Goodwill Movement

 

Management decided to fully impair the goodwill resulting mainly from the 2015 acquisitions and to a lesser extent from the 2014 acquisitions as they expect that the future cashflows to be generated from the related properties, based on year end valuations and sales price expectations do not validate any more. The total impairment was €657.082.

 

14.  Investments in associates

 

In May 2015 by acquiring the mixed use Sec South portfolio (Note 13) the Group acquired participation in certain properties classified under Investments in Associates. The associates acquired were as follows:

 

a)     Green Lake Development srl, is a residential compound company which consists as at end of the reporting period of 35 apartments plus 22 villas as well as 4 commercial use designated buildings (Phase A of Green Lake project). The compound is situated on the banks of Grivita Lake, in the northern part of the Romanian capital. The compound includes also facilities such as private kindergarten, nautical club, outdoor sport courts, and restaurants. The Company has a 40,35% participation in this asset. The property as of the end of the reporting period was 46% let.

b)     The Group acquired a 24,35% participation in the Delea Nuova office building property in Bucharest. The property is a 10.280 sqm office building, which consists of two underground levels, a ground floor and ten above-ground floors. As of the end of the reporting period, the building was 100% let, with ANCOM (the Romanian Telecommunications Regulator) being the anchor tenant (70% of GLA). The table below summarizes the movements in the carrying amount of the Group's investment in associates.

 

31 Dec 2016

31 Dec 2015

Cost of investment in associates at the beginning of the period

4.887.944

6.132.516

Share of profits /(losses) from associates

469.248

(1.244.572)

Dividend Income

(127.569)

-

Foreign exchange difference

(12.313)

-

Total

5.217.310

4.887.944

 

As at 31 December 2016, the Group's interests in its associates and their summarised financial information, including total assets at fair value, total liabilities, revenues and profit or loss, were as follows:

 

Project Name

Associates

Total assets

Total liabilities

Profit/

(loss)

Holding

Share of profits from associates

Country

Asset type



%



Delea Nuova Project

Lelar Holdings Limited and S.C. Delenco Construct S.R.L.

24.887.951

(3.461.850)

1.926.778

24,354%

469.248

Romania

Office building

GreenLake Project - Phase A

GreenLake Development Srl

13.867.862

(14.698.363)

(1.563.486)

40,35%

-

Romania

Residential assets

Total


38.755.813

(18.160.213)

363.292


469.248



 

The share of profit from the associate GreenLake Delevopment Srl was limited up to the interest of the Group in the associate.

 

As at 31 December 2015, the Group's interests in its associates and their summarised financial information, including total assets at fair value, total liabilities, revenues and profit or loss, were as follows:

 

Project Name

Associates

Total assets

Total liabilities

Profit/

(loss)

Holding

Share of profits from associates

Country

Asset type



%



Delea Nuova Project

Lelar Holdings Limited and S.C. Delenco Construct S.R.L.

24.232.215

(4.158.521)

(2.895.756)

24,354%

(705.232)

Romania

Office building

GreenLake Project - Phase A

GreenLake Development Srl

15.651.396

(16.080.270)

(2.374.548)

40,35%

(539.340)

Romania

Residential assets

Total


39.883.611

(20.238.791)

(5.270.304)


(1.244.572)



 

15.    Tangible and intangible assets

 

As at 31 December 2016 the intangible assets were composed of the capitalized expenditure on the Enterprise Resource Planning system (Microsoft Dynamics-Navision) in the amount of €96.183. Accumulated amortization as at the reporting date amounts to €62.270 as the system was already in use.

 

As at 31 December 2016 and 2015 the tangible non-current assets mainly consisted of the machinery and equipment used for the servicing the Group's investment properties in Ukraine and Romania.

 

16.    Long Term Receivables and prepayments

 


31 Dec 2016

31 Dec 2015


Long Term Receivable

251.181

252.916

Prepayment for Investments

100.000

100.000

Total

351.181

352.916

 

Long term receivable mainly includes the cash collateral from Piraeus Leasing.

 

17.    Inventory

 

30 Dec 2016

31 Dec 2015

At 1 January

11.300.000

-

Sale of Inventories

(1.522.233)

-

Transfer to Investment Property

(4.686.000)

-

Acquisition of subsidiaries

-

12.300.000

Impairment of inventory

(63.513)

(1.000.000)

At 31 December

5.028.254

11.300.000

 

In May 2015 by acquiring the mixed use Sec South portfolio (Note 13) the Group acquired 100% of a residential portfolio in Boyana, in Sofia, Bulgaria which is classified as Inventory.

 

After a decision of the Board of Directors of Boyana to change the initial plan for construction in the land and hold this land for capital appreciation, €4.686.000 which related to the land that was transferred to Investment Properties (Note 12.2) and from now on will be treated under IAS 40.

 

18.    Available for sale financial assets

 

In April 2015 the Group completed the acquisition of a 20% interest in a fully let and income generating office building in Sofia, Autounion, for a cash consideration of €4.059.839 including the assignment of a loan amounting to €1.859.278 together with accumulated interest up to the acquisition date (Note 19). The holding was classified as "Available for Sale Financial Assets" in conformity with IAS 39. Autounion is a Class A BREEAM certified office building, located close to the Sofia Airport. The building has a Gross Lettable Area of 19.476 sqm over ten floors, includes underground parking and is fully let to one of the largest Bulgarian insurance companies on a long lease extending to 2027.

 

In Q3-2016, as a result of the vendor (BLUEHOUSE ACCESSION PROPERTY HOLDINGS III S.A.R.L) of BIGBLUEBOX 3 (Praktiker Craiova) requesting redemption of the 8.618.997 Secured Redeemable Convertible Preference Class B Shares ("RCPS"), the Company transferred, the security, its 20% participation over Autounion to the said vendor. Although there is a difference appearing as a liability to the vendor (Note 25), the Group is in negotiation as to the final settlement amount and the method of payment.

 

Fair value gain for the period represents the difference between the fair value of the investment at acquisition date minus the fair value of investment at the reporting date. 

 


31 Dec 2016

31 Dec 2015


At 1 January

2.783.535

-

Acquisition cost of the investment

-

2.298.006

Fair Value gain

-

485.529

Disposal of AFS investment

(2.783.535)

-

At 31 December

-

2.783.535

 

As a result of Autounion transfer a net loss of €206.491 was recognized in the Group's consolidated statement of comprehensive income for 2016. The amount reflects the aggregate book value of 20% interest in Autounion €2.783.535 plus the assigned loan including accumulated interest up to the disposal date amounting to €1.968.486 minus the accumulated fair value gain in the amount of €485.529 that was initially recognised in equity and recycled to the loss of the year as of the disposal date minus a pledged value of €4.060.000. The total remaining liability recognized at the reporting date to the vendor amounts to €2.521.211 (Note 25).

 

 

19.    Prepayments and other current assets

 


31 Dec 2016

31 Dec 2015


Trade and other receivables

992.482

792.565

VAT and other taxes receivable

378.455

938.464

Deferred expenses

159.866

921.427

Receivables due from related parties

7.284

3.384

Loan receivable from 3rd parties

1.000.000

-

Loan to associates (Note 32.4)

264.110

254.718

Loan to Available for Sale Financial Assets (Note 18)

-

1.905.933

Allowance for impairment of prepayments and other current assets

(23.836)

(21.268)

Total

2.778.361

4.795.223

 

Trade and other receivables mainly include receivables from tenants (including the Greek electricity grid administrator) and prepayments made for services.

 

VAT receivable represent VAT which is refundable in Romania, Cyprus and Ukraine.

 

Deferred expenses include legal, advisory, consulting and marketing expenses related to ongoing share capital increase and due diligence expenses related to the possible acquisition of investment properties in the near future.

 

Loan receivable from 3rd party represents an amount provided as an advance payment for acquiring a participation into an investment property and has a maturity date 30 June 2018.

 

Loan to associates reflects a loan receivable from Greenlake Development SRL, holding company of Greenlake Phase A (Note 14, Note 32.4).

 

Loan to Available for Sale Financial Assets reflects a loan receivable from Bluehouse V, holding company of Autounion building disposed in 2016 (Note 18).

 

20.    Cash and cash equivalents

 

Cash and cash equivalents represent liquidity held at banks.

 


31 Dec 2016

31 Dec 2015


Cash with banks in USD

17.670

25.205

Cash with banks in EUR

152.742

214.177

Cash with banks in UAH

31.744

40.505

Cash with banks in RON

1.319.686

569.424

Cash with banks in BGN

179.165

3.701

Cash equivalents

-

42.410

 Total 

1.701.007

895.422

 

An amount of ~€1,1m held in accounts related to properties that carry debt facilities is restricted cash, as the lending banks control its usage to conform to contractual obligations.


21.    Share capital

 

Number of Shares during 2016 and 2015

 


31 December 2014

13 March 2015

31 May 2015

29 June 2015

1 July 2015

27 July 2015

12 August 2015

31 December 2015

13 October 2016

31 December 2016



Increase of share capital

Increase of share capital

Repayment RCPS

 

Increase of share capital

Exercise of warrants

Exercise of warrants


Redemption of redeemable shares


Authorised











Ordinary shares of 0,01

989.869.935







989.869.935


989.869.935

Total equity

989.869.935







989.869.935


989.869.935

RCP Class A Shares of €0,01

785.000







785.000


785.000

RCP Class B Shares of €0,01





8.618.997



8.618.997


8.618.997

Total

990.654.935




8.618.997



999.273.932


999.273.932

Issued and fully paid











Ordinary shares of €0,01

33.884.054

23.777.748

18.028.294

-


8.785.580

5.539.047

90.014.723


90.014.723

Total equity

33.884.054

23.777.748

18.028.294

-


8.785.580

5.539.047

90.014.723


90.014.723

RCP Class A Shares of €0,01

785.000



(392.500)




392.500

(392.500)

-

RCP Class B Shares of €0,01





8.618.997



8.618.997

(8.618.997)

-

Total

34.669.054

23.777.748

18.028.294

(392.500)

8.618.997

8.785.580

5.539.047

99.026.220

(99.026.220)

90.014.723

 

Nominal value (€) for 2016 and 2015

 

31 December 2014

13 March 2015

31 May 2015

29 June 2015

1 July 2015

27 July 2015

12 August 2015

31 December 2015

13 October 2016

31 December 2016



Increase of share capital

Increase of share capital

Repayment RCPS

 

Increase of share capital

Exercise of warrants

Exercise of warrants


Redemption of redeemable shares


Authorised











Ordinary shares of 0,01

9.898.699







9.898.699


9.898.699

Total equity

9.898.699







9.898.699


9.898.699

RCP Class A Shares of €0,01

7.850







7.850


7.850

RCP Class B Shares of €0,01

-




86.190



86.190


86.190

Total

9.906.549




86.190



9.992.739


9.992.739

Issued and fully paid











Ordinary shares of €0,01

338.839

237.777

180.283



87.856

55.390

900.145


900.145

Total equity

338.839

237.777

180.283



87.856

55.390

900.145


900.145

RCP Class A Shares of €0,01 (Note 21.6)

  7.850



(3.925)




3.925

(3.925)

-

RCP Class B Shares of €0,01 (Note 21.6)

-




86.190



86.190

(86.190)

-

Total

346.689

237.777

180.283

(3.925)

86.190

87.856

55.390

990.260

(990.190)

-


 

21.1 Authorised share capital

 

As at the end of 2015 the authorized share capital of the Company was 989.869.935 Ordinary Shares of €0,01 nominal value each, 785.000 Redeemable Preference Class A Shares of €0,01 nominal value each and 8.618.997 Redeemable Preference Class B Shares of €0,01 nominal value each.

 

No changes were effected during the reporting period as far as the authorized share capital of the Company is concerned and therefore at the end of the reporting period the authorized share capital of the Company remained at 989.869.935 Ordinary Shares of €0,01 nominal value each, 785.000 Redeemable Preference Class A Shares of €0,01 nominal value each and 8.618.997 Redeemable Preference Class B Shares of €0,01 nominal value each. Yet the Company is in process to cancel the Class A and Class B Redeemable Preference Shares (Note 21.6), a process that will be completed in 2017.

 

21.2 Issued Share Capital

 

As at the end of 2015 the issued share capital of the Company was as follows:

a) 90.014.723 Ordinary Shares of €0,01 nominal value each, 

b) 392.500 Redeemable Preference Class A Shares of €0,01 nominal value each,

c) 8.618.997 Redeemable Preference Class B Shares of €0,01 nominal value each.

 

 

No changes were effected throughout the reporting period in respect of the issued share capital of the Company and as at the end of the reporting period the issued share capital of the Company remained as follows:

a) 90.014.723 Ordinary Shares of €0,01 nominal value each, 

b) 392.500 Redeemable Preference Class A Shares of €0,01 nominal value each, subject to cancellation during 2017 (Note 21.6),

c) 8.618.997 Redeemable Preference Class B Shares of €0,01 nominal value each, subject to cancellation during 2017 (Note 21.6).

 

In respect of the Class A Redeemable Preference Shares, issued in connection to the Innovations acquisition and the Class B Redeemable Preference Shares, issued in connection to the acquisition of Craiova Praktiker, following the holders of such shares notifying the Company on their intent to redeem within 2016, the Company:

- actually proceeded in effecting full redemption of the Class A shares (392.500) which was finalized in Q1-2017 while the process of cancelling them will be concluded within 2017

- for the Class B Redeemable Preference Shares, in lieu of redemption the Company gave its 20% holding in Autounion (Note 18) in October 2016, to the Craiova Praktiker seller BLUEHOUSE ACCESSION PROPERTY HOLDINGS III S.A.R.L and has been negotiating the resulting difference (if any) for a final settlement. As soon as the case is settled, the Company will proceed with the cancelation of the Class B Redeemable Preference Shares 

 

21.3 Option schemes

 

A.     Under the scheme adopted in 2007, each of the directors serving at the time, who is still a Director of the Company is entitled to subscribe for 2.631 Ordinary Shares exercisable as set out below:

 


Exercise Price

Number of


USD

Shares

Exercisable until 1 August 2017

57

1.754

Exercisable until 1 August 2017

83

877

 

B.     Under a second scheme also adopted in 2007, director Franz M. Hoerhager is entitled to subscribe for 1.829 ordinary shares exercisable as set out below:

 


Exercise Price

Number of


GBP

Shares

Exercisable until 1 August 2017

40

1.219

Exercisable until 1 August 2017

50

610

 

C.      Under a scheme adopted in 2015, pursuant to an approval by the AGM of 31/12/2013, the Company proceeded in 2015 in issuing 590.000 options to its employees, as a reward for their effort and support during the previous year. Each option entitles the Option holder to one Ordinary Share. Exercise price stands at GBP 0,15. The Option holders lose and thus may not exercise any option from the moment they cease to offer their services to the Company. The CEO and the CFO of the Company did not receive any options.

a.         147.500 Options may be exercised within 2016. Out of the Options that may be exercised in 2016, none has been exercised until the reporting date,

b.        147.500 Options may be exercised within 2017,

c.         295.000 Options may be exercised within 2018.

 

The Company considers that all option schemes are currently out of money and therefore has not made any relevant provision.

 

21.4 Class A Warrants issued

The Company acquired the Sec South portfolio in 2015 (Notes 12,13) in exchange of Ordinary shares which were issued at GBP 0,65 each.  The sellers were also provided certain Class A Warrants giving the right to the Warrant holders to subscribe in cash at the Exercise price for additional Ordinary Shares in the Company. The Company issued then two sets of Class A Warrants as follows:

1) 18.028.294 warrants corresponding to 18.028.294 ordinary shares, exercisable within 45 days from signing at an exercise price of GBP 0,10 per ordinary share. 14.324.627 out of these warrants were exercised by August 2015 (Notes 21.2). The remaining warrants have lapsed.

2) 18.028.294 warrants corresponding to 18.028.294 ordinary shares, were exercisable by 31 December 2016 at an exercise price of GBP 0,45 per ordinary share. None of these warrants were exercised by 31 December 2016 and thus the warrants have lapsed.

21.5 Class B Warrants issued

 

On 8 August 2011 the Company issued an amount of Class B Warrants for an aggregate corresponding to 12,5% of the issued share capital of the Company after the exercise date. The Class B Warrants may be exercised at any time until 30 June 2017. The exercise price of the Class B Warrants will be the nominal value per Ordinary Share as at the date of exercise.  The Class B Warrant Instruments have anti-dilution protection so that, in the event of further share issuances by the Company, the number of Ordinary Shares to which the holder of a Class B Warrant is entitled will be adjusted so that he receives the same percentage of the issued share capital of the Company (as nearly as practicable), as would have been the case had the issuances not occurred. This anti-dilution protection will freeze on the earlier of (i) the expiration of the Class B Warrants; and (ii) capital increase(s) undertaken by the Company generating cumulative gross proceeds in excess of USD 100.000.000. As at the financial statements issue date none of the Class B Warrants have been exercised. As of the reporting date, the aggregate amount of Class B Warrant is 12.859.246.

 

21.6 Capital Structure as at the end of the reporting period

 

As at the reporting date the Company's share capital is as follows:

 

Number of


(as at) 31 December 2016

(as at) 31 December 2015

Ordinary shares of €0,01

Issued and Listed in AIM

90.014.723

90.014.723

Class A Warrants


-

18.028.294

Class B Warrants


12.859.246

12.859.246

Total number of Shares

Non-Dilutive Basis

90.014.723

90.014.723

Total number of Shares

Full Dilutive Basis

102.873.969

102.873.969

Options


4.460

4.460

 

Redeemable Preference Class A Shares

 

The Redeemable Preference Class A Shares which do not have voting or dividend rights where issued as part of the Innovation acquisition purchase consideration. As at the reporting date all of the Redeemable Shares Class A shares have been redeemed and the Company will proceed in their cancellation within 2017.

 

Redeemable Preference Class B Shares

 

The Redeemable Preference Class B Shares, issued to BLUEHOUSE ACCESSION PROPERTY HOLDINGS III S.A.R.L as part of the Praktiker Craiova asset acquisition (Note 13) do not have voting rights but have economic rights at par with ordinary shares. As at the reporting date all of the Redeemable Shares Class B  have been redeemed (Note 26) but the Company is in discussions with the vendor in respect of a final settlement (Note 18).

 

22.    Foreign Currency Translation Reserve

 

Exchange differences related to the translation from the functional currency of the Group's subsidiaries are accounted by entries made directly to the foreign currency translation reserve. The foreign exchange translation reserve represents unrealized profits or losses related to the appreciation or depreciation of the local currencies against the EUR in the countries where the Company's subsidiaries' functional currencies are not EUR.

 

23.    Non-Controlling Interests

 

Non-controlling interests represent the percentage participations in the respective entities not owned by the Group:

 

%

Non-controlling interest portion

Group Company

31 Dec 2016

31 Dec 2015

LLC Almaz-Press-Ukraine

45,00

45,00

Ketiza Limited

10,00

10,00

Ketiza srl

10,00

10,00

Ram Real Estate Management Limited

50,00

50,00

Iuliu Maniu Limited

55,00

55,00

Moselin Investments Srl

55,00

55,00

Rimasol Enterprises Limited

55,76

55,76

Rimasol Real Estate Srl

55,76

55,76

Ashor Ventures Limited

55,76

55,76

Ashor Development Srl

55,76

55,76

Jenby Ventures Limited

55,70

55,70

Jenby  Investments Srl

55,70

55,70

Ebenem Limited

55,70

55,70

Ebenem Investments Srl

55,70

55,70

Delia Lebada Invest SRL

35,00

35,00

 

24.    Borrowings

 


Project

31 Dec 2016

31 Dec 2015



Principal of bank Loans




European Bank for Reconstruction and Development ("EBRD")

Terminal Brovary

11.551.023

12.164.107

Banca Comerciala Romana /Tonescu Finance

Monaco Towers

924.562

1.210.962

Bancpost SA

Blooming House

1.245.657

1.739.634

Alpha Bank Romania

Romfelt Plaza

809.919

869.602

Alpha Bank Romania

EOS Business Park

991.000

-

Raiffeisen Bank Romania

Linda Residence

-

429.858

Bancpost SA

GreenLake - Parcel K

3.092.926

3.099.639

Alpha Bank Bulgaria

Boyana

2.680.492

3.460.813

Alpha Bank Bulgaria

Boyana/Sertland

693.514

736.864

Bank of Cyprus

Delia Lebada/Pantelimon

4.569.725

4.569.725

Eurobank Ergasias SA

SPDI Logistics

11.726.960

12.343.116

Piraeus Bank SA

GreenLake-Phase 2

2.525.938

2.525.938

Marfin Bank Romania

Praktiker Craiova

4.502.128

4.839.149

Loans by non-controlling shareholders


-

2.713.458

Loans from other 3rd parties


359.134

-

Overdrafts


2.062

26.516

Total principal of bank and non bank Loans


45.675.040

50.729.381

Restructuring fees and interest payable to EBRD


29.898

32.767

Interest accrued on bank loans


2.723.889

2.175.165

Interests accrued on non-bank loans


46.627

743.466

Total


48.475.454

53.680.779

 


31 Dec 2016

31 Dec 2015


Current portion

31.580.299

27.417.220

Non-current portion

16.895.155

26.263.559

Total

48.475.454

53.680.779

 

EBRD loan related to Terminal Brovary

 

According to the agreement the loan expires in 2022 and has a balloon payment of USD 3.633.333. The loan bears interest of 3 M LIBOR + 6,75%. Such loan has a maturity date in 2022 and following Terminal Brovary sale (Note 36a), the Company sold LLC Terminal Brovary with its assets and liabilities (EBRD loan included).

 

Under the current agreement the collaterals accompanying the existing loan facility are as follows:

1.      LLC Terminal Brovary pledged all movable property with the carrying value more than USD 25.000.

2.      LLC Terminal Brovary pledged its Investment property, Brovary Logistics Centre the construction of which was finished in 2010 (Note 12), and all property rights on the center.

3.      SPDI PLC pledged 100% corporate rights in SL SECURE Logistics Ltd, a Cyprus Holding Company which is the Shareholder of LLC Terminal Brovary and LLC Aisi Brovary.

4.      SL SECURE Logistics Ltd pledged 99% corporate rights in LLC Aisi Brovary.

5.      LLC Aisi Brovary pledged 100% corporate rights in LLC Terminal Brovary.

6.      LLC Terminal Brovary pledged all current and reserve accounts opened by LLC Terminal Brovary in Unicreditbank Ukraine.

7.      LLC Aisi Brovary entered into a call and put option agreement with EBRD, pursuant to which following an Event of Default (as described in the Agreement) EBRD has the right (Call option) to purchase at the Call Price from LLC Aisi Brovary, 20% of the Participatory Interest of LLC Terminal Brovary on the relevant Settlement Date.

8.      LLC Terminal Brovary has granted EBRD a second ranking mortgage in relation to its own and LLC Aisi Brovary's obligations under the call and put option agreement.

9.      LLC Terminal Brovary has pledged its rights arising in connection with the existing Lease agreements with Tenants.

10. LLC Aisi Brovary has entered with EBRD into a conditional assignment agreement of 20% and 80% corporate rights in LLC Terminal Brovary.

11. SL SECURE Logistics Ltd has entered with EBRD into a conditional assignment agreement of 99% corporate rights in LLC Aisi Brovary.

12. SPDI PLC has issued a corporate guarantee dated 12 January 2009 guaranteeing all liabilities and fulfilment of conditions under the existing loan agreement remains in force. The maturity of the guarantee is equal to the maturity of the loan.

 

The existing credit agreement with EBRD includes among others the following requirements for LLC Terminal Brovary and the Group as a whole:

 

1.        At all times LLC Brovary Logistics shall maintain a balance in the Debt Service Reserve Amount (DSRA) account equal to not less than the sum of all payments of principal and interest on the Loan which will be due and payable during the next six months.

  2.        LLC Terminal Brovary shall achieve a "CNRI"(Contract Net Rental Income is the aggregate of monthly lease payments, net of value added tax, contracted by the Borrower pursuant to the Lease Agreements as of the relevant testing date and converted into Dollars at the official exchange rate established by the National Bank of Ukraine as of such testing date) according to the following schedule:

                                (1) on 31 December 2015, CNRI of USD 230.000 or more; and

(2) on 30 June and 31 December in each year commencing on the date of 30 June 2016, CNRI of USD 250.000 or more, in respect of the six month period commencing  on any such date. 

3.      LLC Terminal Brovary shall achieve a "DSCR"(Debt Service Coverage Ratio is the sum of net income minus operating expenses plus amortization, divided with the sum of paid principal & interest) according to the following schedule:

i. in respect of the 6 months period ending on 30 June 2015 and 31 December 2015, the DSCR of more than 1,15x.

ii.in respect of the 6 months period ending on 30 June or 31 December in any year commencing on the date of 30 June 2016, the DSCR of more than 1,2x.

 

Other bank Borrowings

 

SecMon Real Estate Srl (2011) entered into a loan agreement with Banca Comerciala Romana for a credit facility for financing part of the acquisition of the Monaco Towers Project apartments. As of the end of the reporting period the balance of the loan was €924.562 and bears interest of EURIBOR 3M plus 5%. In June 2016, Banca Comerciala Romana has assigned the loan, all rights and securities to Tonescu Finance SRL. The loan, which is currently expired, is secured by all assets of SecMon Real Estate Srl as well as its shares. The Group is in discussion with Tonescu Finance SRL for a potential restructuring.

 

Ketiza Real Estate Srl entered (2012) into a loan agreement with Bancpost SA for a credit facility for financing the acquisition of the Blooming House Project and 100% of the remaining (without VAT) construction works of Blooming House project. As of the end of the reporting period the balance of the loan was €1.245.657. The loan bears interest of EURIBOR 3M plus 3,5% and matures in May 2017. The Group is in discussion for extending the loan to 2020. The bank loan is secured by all assets of Ketiza Real Estate Srl as well as its shares and is being repaid through sales proceeds.

 

SecRom Real Estate Srl entered (2009) into a loan agreement with Alpha Bank Romania for a credit facility for financing part of the acquisition of the Doamna Ghica Project apartments. As of the end of the reporting period, the balance of the loan was €809.919, bears interest of EURIBOR 3M+5% and is repayable on the basis of investment property sales. The loan has a maturity date in March 2017 and the Group has been in discussions with the lender for a restructuring. Following an agreement with the bank the loan was extended in Q1-2017 for another 3 years. The loan is secured by all assets of SecRom Real Estate Srl as well as its shares and is being repaid through sales proceeds.

 

SecVista Real Estate Srl entered (2011) into a loan agreement with Raiffeisen Bank Romania for a credit facility for financing part of the acquisition of the Linda Residence Project apartments. Due to a bulk sale of all the apartment units of the said project in 2016, the loan was fully repaid in May 2016 and an amount of €326.937 was written off (Note 6b and 9).

 

Moselin Investments Srl (2010) entered into a construction loan agreement with Bancpost SA covering the construction works of Parcel K Green Lake project. As of the end of the reporting period the balance of the loan was €3.092.926 and bears interest of EURIBOR 3M plus 5%. The loan is repayable from the sales proceeds while it matures in June 2017. The Group is in discussion for extending the loan to 2022. The loan is secured with the property itself and the shares of Moselin Investments Srl and is being repaid through sales proceeds.

 

Boyana Residence ood entered (2011) into a loan agreement with Alpha Bank Bulgaria for a construction loan related to the construction of the Boyana Residence project (finished in 2014). As of the end of the reporting period the balance of the loan was €2.680.492 and bears interest of EURIBOR 3M plus 5,75%. The loan maturity was extended following negotiation with the bank to March 2019. The loan currently is being repaid through sales proceeds. The facility is secured through a mortgage over the property and a pledge over the company's shares as well as those of Sertland Properties Limited. The Company has provided corporate guarantees for this loan.

 

Sertland Properties Limited entered (2008) into a loan agreement with Alpha Bank Bulgaria for an acquisition loan related to the acquisition of 70% of Boyana Residence ood. As of the end of the reporting period the balance of the loan was €693.514 and bears interest of EURIBOR 3M plus 5,75%. The loan maturity was extended following negotiation with the bank to March 2019. The loan currently is being repaid through sales proceeds of Boyana Residence apartments. The loan is secured with a pledge on company's shares, and a corporate guarantee by SEC South East Continent Unique Real Estate (Secured) Investments Limited.

 

Delia Lebada Invest Srl, a subsidiary, entered into a loan agreement with the Bank of Cyprus Limited in 2007 to effectively finance a leveraged buy-out of the subsidiary by the Group. The principal balance of the loan as at the end of the reporting period was €4.569.725 (without any accrued interest and default penalty). As the loan is in default the bank has initiated insolvency procedures to take over the Pantelimon lake asset. The Group is currently in discussion with its partner and the bank in an effort to find an amicable settlement to the case. The Company has provided corporate guarantees for this loan. 

 

SPDI Logistics SA entered (April 2015) into a loan agreement with EUROBANK SA to refinance the existing debt facility related to GED Logistics terminal. As of the end of the reporting period the balance of the loan is €11.726.960 and bears interest of EURIBOR 6M plus 3,2%+30% of the asset swap. The loan is repayable by 2022, has a balloon payment of €8.660.000 and is secured by all assets of SPDI Logistics SA as well as its shares.

 

SEC South East Continent Unique Real Estate (Secured) Investments Limited has a debt facility with Piraeus Bank (since 2007) for the acquisition of the Green Lake project land in Bucharest Romania. As of the end of the reporting period the balance of the loan was €2.525.938 (without any accrued interest and default penalty) and bears interest of EURIBOR 3M plus 4% plus the Greek law 128/78 0,6% contribution. The loan matured in February 2017 and the Group is in discussions with the bank for prolongation of the term of facility to 2022. The Company has provided corporate guarantees for this loan.

 

BlueBigBox3 srl (Praktiker Craiova) has a loan agreement with Marfin Bank Romania. As of the end of the reporting period the balance of the loan was €4.502.128 and bears interest of EURIBOR 6M plus 5% and 3M plus 4,5%. The loan which is repayable by 2025 with a balloon payment of 2.159.628  and is secured by the asset as well as the shares of BlueBigBox3 srl.

 

N-E Real Estate Park First Phase SRL entered in 2016 into a loan agreement with Alpha Bank Romania for a credit facility of €1.000.000 for working capital purposes. As of the end of the reporting period, the balance of the loan was €991.000, bears interest of EURIBOR 1M+4,5% and is repayable from the free cash flow resulting from the rental income of the related property. The loan matures in April 2024 and is secured by a second rank mortgage over assets of N-E Real Estate Park First Phase SRL as well as its shares.

 

Other non bank borrowing includes borrowings from non-controlling interests. During the last eight years and in order to support the GreenLake project the non controlling shareholders of Moselin and Rimasol Limited (other than the Group) have contributed their share of capital injections by means of shareholder loans. The loans bear interest between 5% and 7% annually and were repayable in 2016 and 2017. An amount of €~2,7m from such loans as presented in 2015 financial statements has been agreed to be capitalized (the process is to be concluded within 2017) and therefore appears under equity section.

 

25.    Trade and other payables

 

The fair value of trade and other payables due within one year approximate their carrying amounts as presented below.

 


31 Dec 2016

31 Dec 2015


Payables to third parties

4.734.924

6.209.235

Payables to related parties (Note 32.2)

1.146.150

743.200

Deferred income from tenants current

635.240

99.554

Accruals

536.160

259.031

Payables due for construction

436.819

405.904

Total

7.489.293

7.716.924

 


31 Dec 2016

31 Dec 2015


Current portion

7.038.170

3.044.036

Non-current portion

451.123

4.672.888

Total

7.489.293

7.716.924

 

Payables to third parties represents: a) payable balances to third party shareholders of entities where the Group maintains a participation. An amount of €~4m has been been agreed to be capitalized during 2016 (the process is to be concluded within 2017) and therefore has been transferred under equity section, b) payables due to Bluehouse Capital as a result the Redeemable Convertible Class B share redemption (Note 18) that are under negotiation for a final settlement and c) amounts payable to various service providers including auditors, legal advisors, consultants and third party accountants related to the current operations of the Group.

 

Payables to related parties represent amounts due to board of directors and board committee members and accrued management remuneration as well as the balances with Secure Management Ltd and Grafton Properties (Note 32.2).

 

Deferred income from tenants represents advances from tenants which will be used as future rental income and utilities charges.

 

Accruals mainly include the accrued, administration fees, accounting fees, facility management and other fees payable to third parties for the year 2016 (expenses not invoiced within 2016) as well as legal fees for the sale of Terminal Brovary logistics which was finalized at the beginning of 2017.

 

Payables for construction represent amounts payable to the contractor of Bela Logistic Center in Odessa. The settlement was reached in late 2011 on the basis of maintaining the construction contract in an inactive state (to be reactivated at the option of the Group), while upon reactivation of the contract or termination of it (because of the sale of the asset) the Group would have to pay an additional UAH 5.400.000 (~USD 160.000) payable upon such event occurring. Since it is uncertain when the latter amount is to be paid, it has been discounted at the current discount rates in Ukraine and is presented as a non-current liability. Payables for construction also include an amount of ~€245.000 payable to Boyana's constructor which has been withheld as Good Performance Guarantee.

 

26.    Deposits from Tenants 

 


31 Dec 2016

31 Dec 2015


Deposits from tenants non-current

217.328

623.770

Deposits from tenants current

271.019

132.684

Total

488.347

756.454

 

Deposits from tenants appearing under current and non-current liabilities include the amounts received from the tenants of  ]Terminal Brovary Logistics, Innovations Logistics Park, EOS Business Park, Craiova Praktiker, GED Logistics and companies representing residential segment as advances/guarantees and are to be reimbursed to these clients at the expiration of the lease agreements.

 

27.    Provisions and Taxes Payables

 


31 Dec 2016

31 Dec 2015


Corporate income tax

648.825

482.389

Defence tax

29.918

24.920

Other taxes including VAT payable

468.275

314.696

Provision (Notes 7, 33.3)

742.166

724.445

Total Provisions and  Tax Liabilities

1.889.184

1.546.450

 

Corporate income tax represents taxes payable in Cyprus and Romania.

 

Other taxes represent local property taxes and VAT payable in Ukraine, Romania, Greece, Bulgaria and Cyprus.

 

28.    Finance Lease Liabilities

 

As at the reporting date the finance lease liabilities consist of the non-current portion of €11.081.379 and the current portion of €301.409 (31 December 2015: €11.273.639 and €192.083, accordingly).

 

31 Dec 2016

 

Note

Minimum lease payments

 

Interest

 

Principal



Less than one year

35.2 & 35.6

961.744

665.796

295.948

Between two and five years

3.754.280

2.138.258

1.616.022

More than five years

11.822.949

2.477.889

9.345.060



16.538.973

5.281.943

11.257.030

Accrued Interest




125.758

Total Finance Lease Liabilities




11.382.788

 

31 Dec 2015

 

Note

Minimum lease payments

 

Interest

 

Principal



Less than one year

35.2

 & 35.6

775.146

586.626

188.520

Between two and five years

3.592.679

2.169.534

1.423.145

More than five years

12.373.657

2.573.824

9.799.833



16.741.482

5.329.984

11.411.498

Accrued Interest




54.224

Total Finance Lease Liabilities




11.465.722

 

28.1 Land Plots Financial Leasing

 

The Group rents in Ukraine land plots classified as finance leases. Lease obligations are denominated in UAH. The fair value of lease obligations approximate to their carrying amounts as presented above. Following the appropriate discounting finance lease liabilities are carried at €291.322 under current and non-current portion. The Group's obligations under finance leases are secured by the lessor's title to the leased assets.

 

28.2 Sale and Lease Back Agreements

 

A.       Innovations Logistic Park

 

In May 2014 the Group concluded the acquisition of Innovations Logistics Park in Bucharest, owned by Best Day Srl, through a sale and lease back agreement with Piraeus Leasing Romania SA. As of the end of the reporting period the balance is €7.308.731, bearing interest rate at 3M Euribor plus 4,45% margin, being repayable in monthly tranches until 2026 with a balloon payment of €5.244.926. At the maturity of the lease agreement Best Day SRL will become owner of the asset.

 

Under the current finance lease agreement the collaterals for the facility are as follows:

 

1.        Best Day SRL pledged its future receivables from its tenants.

2.        Best Day SRL pledged its shares.

3.        Best Day SRL pledged all current and reserved accounts opened in Piraeus Leasing, Romania.

4.        Best Day SRL is obliged to provide cash collateral in the amount of €250.000 in Piraeus Leasing Romania, which had been deposited as follows, half in May 2014 and half in May 2015.

5.        SPDI provided a corporate guarantee in favor of the bank towards the liabilities of Best Day SRL arising from the sale and lease back agreement.

In late February 2017 the Group finally agreed and signed (following twelve months of discussions) an amended sale and lease back agreement with the Piraeus Leasing Romania for Innovations Logistics Park in Bucharest, governing the allocation of the Nestle Romania, early termination fee of ~€1,6 million payable to SPDI (Note 36b).

 

B.       EOS Business Park

 

In October 2014 the Group concluded the acquisition of EOS Business Park in Bucharest, owned by N-E Real Estate Park First Phase SRL, through a sale and lease back agreement with Alpha Bank Romania SA. As of the end of the reporting period the balance is €3.782.735 bearing interest rate at 3M Euribor plus 5,25% margin, being repayable in monthly tranches until 2024 with a balloon payment of €2.546.600. At the maturity of the lease agreement by N-E Real Estate Park First Phase SRL will become owner of the asset.

 

Under the current finance lease agreement the collaterals for the facility are as follows:

 

1.        N-E Real Estate Park First Phase SRL pledged its future receivables from its tenants.

2.        N-E Real Estate Park First Phase SRL pledged Bank Guarantee receivables from its tenants.

3.        N-E Real Estate Park First Phase SRL pledged its shares.

4.        N-E Real Estate Park First Phase SRL pledged all current and reserved accounts opened in Alpha Bank Romania SA.

5.        N-E Real Estate Park First Phase SRL is obliged to provide cash collateral in the amount of €300.000 in Alpha Bank Romania SA, starting from October 2019.

6.        SPDI provided a corporate guarantee in favor of the bank towards the liabilities of N-E Real Estate Park First Phase SRL arising from the sales and lease back agreement.

 

29.    Restructuring of the business

 

During 2016 the non controlling shareholders of Moselin, Iuliu Maniu, Ram, Rimasol Ltd, Rimasol SRL, Ashor Limited, Ashor SRL, Ebenem Limited, Ebenem SRL, Jenby Limited and Jenby SRL (in agreement with the Group) agreed to capitalize the bigger part of their capital injections by means of shareholder loans and payables effected from 2008 onwards. An amount of €6.641.997 from such loans and payables have been transferred to the equity section while the process of capitalization will be finalized within 2017.

 

30.     Earnings and net assets per share attributable to equity holders of the parent

 

a.        Weighted average number of ordinary shares


31 Dec 2016

31 Dec 2015

Issued ordinary shares capital

90.014.723

90.014.723

Weighted average number of ordinary shares (Basic)

90.014.723

69.460.155

Diluted weighted average number of ordinary shares

102.873.969

82.631.610

 

b.       Basic diluted and adjusted earnings per share

Earnings per share

31 Dec 2016

31 Dec 2015


Loss after tax attributable to owners of the parent

(2.363.693)

 (11.015.852)

Basic

(0,03)

(0,16)

Diluted

(0,02)

(0,13)

 

 

c.        Net assets per share

Net assets per share

31 Dec 2016

31 Dec 2015


Net assets attributable to equity holders of the parent

38.924.809

42.433.125

Number of ordinary shares

90.014.723

90.014.723

Diluted number of ordinary shares

102.873.969

102.873.969

Basic

0,43

0,47

Diluted

0,38

0,41

 

31.    Segment information

 

All commercial and financial information related to the properties held directly or indirectly by the Group is being provided to members of executive management who report to the Board of Directors. Such information relates to rentals, valuations, income, costs and capital expenditures. The individual properties are aggregated into segments based on the economic nature of the property.  For the reporting period the Group has identified the following material reportable segments:

Commercial-Industrial

·              Warehouse segment - GED Logistics, Innovations Logistics Park, Terminal Brovary Logistics Park

·              Office segment - Eos Business Park - Delea Nuova (Associate)

·              Retail segment - Craiova Praktiker

Residential

·               Residential segment

Land Assets

·              Land assets

 

There are no sales between the segments.

 

Segment assets for the investment properties segments represent investment property (including investment properties under development and prepayments made for the investment properties). Segment liabilities represent interest bearing borrowings, finance lease liabilities and deposits from tenants.

 

Profit and Loss for the year 2016


Warehouse

Office

Retail

Residential

Land Plots

Total


Segment profit







Property Sales income (Note 6)

-

-

-

3.196.381

-

3.196.381

Cost of Property sold (Note 6)

-

-

-

(4.003.804)

-

(4.003.804)

Rental income (Note 2)

4.022.457

579.894

545.564

114.692

-

5.262.607

Service charges and utilities income (Note 2)

374.497

66.784

-

17.367

-

458.648

Sale of electricity (Note 2)

315.599

-

-

-

-

315.599

Asset Management fees (Note 2)

-

-

-

34.086

-

34.086

Valuation gains/(losses) from investment property (Note 5)

176.550

337.684

329.975

133.131

(80.547)

896.793

Share of profits/(losses) from associates

(Note 14)


469.248

-

-

-

469.248

Result on disposal of available for sale financial assets (Note 18)

-

(206.491)

-

-

-

(206.491)

Asset operating expenses (Note 3)

(530.020)

(71.045)

(111.500)

(80.429)

(199.447)

(992.441)

Impairment of inventory and  provisions (Note 7)

-

-

-

(63.513)

-

(63.513)

Segment profit

4.359.083

1.176.074

764.039

(652.089)

(279.994)

5.367.113

Administration expenses (Note 4)






(2.614.188)

Other (expenses)/income, net (Note 8)






(1.304.304)

Finance income(Note 9) (Note 6)






1.153.243

Interest expenses (Note 9)






(3.571.387)

Other finance costs (Note 9)






(167.564)

Foreign exchange losses, net (Note 10a)






(1.041.239)

Income tax expense (Note 11)






(174.315)

Exchange difference on I/C loan to foreign holdings (Note 10b)






(4.167.542)

Exchange difference on translation  foreign holdings (Note 22)






3.508.448

Available-for-sale financial assets - Profit transferred to net profit due to disposal






(485.529)

Total Comprehensive Income






(3.497.264)

 

 

Profit and Loss for the year 2015


Warehouse

Office

Retail

Residential

Land Plots

Total


Segment profit







Property Sales income (Note 6)

-

-

-

1.725.326

-

1.725.326

Cost of sales (Note 6)

-

-

-

(2.043.649)

-

(2.043.649)

Rental income (Note 2)

3.627.698

523.013

258.191

196.120

-

4.605.022

Service charges and utilities income (Note 2)

470.413

75.563

-

-

-

545.976

Sale of electricity (Note 2)

297.962

-

-

-

-

297.962

Valuation gains/(losses) from investment property (Note 5)

(89.178)

150.000

(2.870.000)

251.500

222.431

(2.335.247)

Gain realized on acquisition of subsidiaries (Note 13)

1.552.134

-

-

-

-

1.552.134

Share of profits/(losses) from associates (Note 14)


(705.232)

-

-

(539.340)

(1.244.572)

Asset operating expenses (Note 3)

(622.699)

(155.931)

(31.010)

(156.863)

(158.080)

(1.124.583)

Impairment of inventory and provisions (Note 7)

-

-

-

-

(1.675.659)

(1.675.659)

Goodwill impairment (Note 13b)


(43.269)

(613.813)



(657.082)

Segment profit

5.236.330

(155.856)

(3.256.632)

(27.566)

(2.150.648)

(354.372)

Gain realized on acquisition of subsidiaries (Note 13)






629.700

Administration expenses (Note 4)






(3.013.942)

Other (expenses)/income, net (Note 8)






653.856

Finance income (Note 9)






63.596

Interest expenses (Note 9)






(3.834.696)

Other finance costs (Note 9)






(603.495)

Foreign exchange losses, net (Note 10a)






(5.071.048)

Income tax expense (Note 11)






(80.188)

Exchange difference on I/C loan to foreign holdings (Note 10b)






(13.653.402)

Exchange difference on translation  foreign holdings (Note 22)






8.064.848

Available for sale financial assets gains (Note 18)






485.529

Total Comprehensive Income






(16.713.614)

 

Balance Sheet as at 31 December 2016

 


Warehouse

Office

Retail

Residential

Land plots

Corporate

Total



Assets








Investment properties

42.400.000

6.860.000

7.500.000

4.375.000

34.519.207

-

95.654.207

Investment properties under development

-

-

-

-

5.027.986

 

-

5.027.986

Long-term receivables and prepayments

350.000

-

-

309

-

 

872

351.181

Investments in associates

-

5.217.310

-

-

-

-

5.217.310

Inventory

-

-

-

5.028.254

-

-

5.028.254

Segment assets

42.750.000

12.077.310

7.500.000

9.403.563

39.547.193

872

111.278.938

 

Tangible and intangible assets







129.396

Prepayments and other current assets







2.778.361

Cash and cash equivalents







1.701.007

Total assets







115.887.702









Borrowings

23.308.195

991.176

4.518.976

3.063.513

16.219.462

374.132

48.475.454

Finance lease liabilities

7.550.279

3.782.735

-

-

49.774


11.382.788

Deposits from tenants

451.640

-

-

36.707

-


488.347

Redeemable preference shares

-

-

-

-

-


-

Segment liabilities

31.310.114

4.773.911

4.518.976

3.100.220

16.269.236

374.132

60.346.589

Trade and other payables

-

-

-

-

-


7.489.293

Taxes payable and provisions

-

-

-

-

-


1.889.184

Total liabilities

31.310.114

4.773.911

4.518.976

3.100.220

16.269.236

374.132

69.725.066

 

 

Balance Sheet as at 31 December 2015


Warehouse

Office

Retail

Residential

Land plots

Total


Assets






Investment properties

43.164.324

6.550.000

7.200.000

6.847.538

30.578.609

94.340.471

Investment properties under development

-

-

-

-

5.125.389

5.125.389

Long-term receivables and prepayments

350.000

-

-

1.185

1.731

352.916

Goodwill

-

-

-

-

-

-

Investments in associates

-

4.887.943

-

-

1

4.887.944

Available-for-sale financial assets

-

2.783.535

-

-

-

2.783.535

Inventory

-

-

-

6.990.150

4.309.850

11.300.000

Segment assets

43.514.324

14.221.478

7.200.000

13.838.873

40.015.580

118.790.255

 

Tangible and intangible assets






164.617

Prepayments and other current assets






4.795.223

Cash and cash equivalents






895.422

Total assets






124.645.517








Borrowings

24.539.925

-

4.839.149

4.586.129

19.715.576

53.680.779

Finance lease liabilities

7.508.988

3.889.870

-

-

66.864

11.465.722

Deposits from tenants

614.018

-

-

37.444

104.992

756.454

Redeemable preference shares

349.325

-

6.081.211

-

-

6.430.536

Segment liabilities

33.012.256

3.889.870

10.920.360

4.623.573

19.887.432

72.333.491

Trade and other payables

-

-

-

-

-

7.716.924

Taxes payable and provisions

-

-

-

-

-

1.546.450

Total liabilities

33.012.256

3.889.870

10.920.360

4.623.573

19.887.432

81.596.865

 

Geographical information

 

Income from Rental Contracts (Note 2)

31 Dec 2016

31 Dec 2015


Ukraine

1.559.878

1.835.181

Romania

3.031.037

2.449.009

Greece

1.478.702

1.163.832

Bulgaria

1.323

938

Total

6.070.940

5.448.960




Loss from disposal of inventory (Note 6a)




Bulgaria

(368.907)

(51.359)

Total

(368.907)

(51.359)




Loss from disposal of investment properties (Note 6b)






Romania

(438.516)

(266.964)

Total

(438.516)

(266.964)

 


31 Dec 2016

31 Dec 2015


Carrying amount of assets (investment properties, associates, inventory and available for sale investments)



Ukraine

26.948.193

24.349.860

Romania

57.731.310

63.503.944

Greece

16.500.000

16.600.000

Bulgaria

9.748.254

14.083.535

Total

110.927.757

118.537.339

 

 

32.    Related Party Transactions

 

The following transactions were carried out with related parties:

 

32.1 Income/ Expense

 

32.1.1 Income

 


31 Dec 2016

31 Dec 2015


Interest income on loan to related parties

52.533

46.675

Interest Income from loan to associates

9.392

2.055

Total

61.925

48.730

 

Interest income on loan to related parties relates to interest income from Bluehouse V until October 2016 when the investment was disposed and interest income from associates relates to interest income from GreenLake Development SRL.

 

32.1.2 Expenses

 


31 Dec 2016

31 Dec 2015


Board of Directors

140.779

278.417

Management Remuneration

721.305

863.810

Interest expenses on Narrowpeak and Secure Management Limited loan

14.996

-

Back office expenses

24.560

8.874

Total

901.640

1.151.100

 

Board of Directors expense includes the remuneration of all Non-Executive Directors and committee members for H1-2016. Following a BOD decision the Directors will receive no remuneration thereon.

 

Name

Position

2016 Remuneration (€)

2015 Remuneration

(€)

Paul Ensor

Chairman

16.352

33.132

Barseghyan Vagharshak

Non-Executive Director

16.352

16.921

Ian Domaille

Non-Executive Director

22.280

45.141

Franz Horhager

Non-Executive Director

16.352

33.132

Antonios Kaffas

Non-Executive Director

18.805

38.101

Kalypso Maria Nomikou

Non-Executive Director

16.352

16.921

Alvaro Portela

Non-Executive Director

16.352

33.132

Harin Thaker

Non-Executive Director

17.934

34.055

Antonios Achilleoudis

Non-Executive Director until 22 July 2015

-

14.383

Robert Sinclair

Non-Executive Director until 22 July 2015

-

13.499

 

Management remuneration includes the remuneration of the CEO, the CFO, the Group Commercial Director, the Group Investment Director and that of the Country Managers of Ukraine and Romania pursuant to the decisions of the remuneration committee.

 

32.2 Payables to related parties (Note 25)

 


31 Dec 2016

31 Dec 2015


Board of Directors & Committees

619.562

475.389

Grafton Properties

123.549

123.549

Secure Management Services Ltd

15.179

-

SECURE Management Ltd

1.062

1.062

Management Remuneration

386.798

143.200

Total

1.146.150

743.200

 

 

32.2.1 Board of Directors & Committees

The amount payable represents remuneration payable to Non-Executive Directors until the end of the reporting period. The members of the Board of Directors pursuant to a recommendation by the remuneration committee and in order to facilitate the Company's cash flow, will receive part of their payment in exchange for shares in the Company's capital.

 

32.2.2 Loan payable to Grafton Properties

During the Company restructuring in 2011 and under the Settlement Agreement of July 2011, the Company undertook the obligation to repay to certain lenders who had contributed funds for the operating needs of the Company between 2009-2011, by lending to AISI Realty Capital LLC as the SC Secure Capital Ltd was named then, the total amount of USD 450.000. As of the reporting date the liability towards Grafton Properties, representing the Lenders, was USD 150.000, which is contingent on the Group raising USD 50m of capital in the markets.

 

32.2.3 Management Remuneration

Management Remuneration represents deferred amounts payable to the CEO and CFO of the Company, as well as the Group Commercial Director, the Group Investment Director and the Country Managers for Romania and Ukraine.

 

 

32.3 Loans from SC Secure Capital Ltd to the Group's subsidiaries

 

SC Secure Capital Ltd, the finance subsidiary of the Group provided capital in the form of loans to the Ukrainian subsidiaries of the Company so as to support the acquisition of assets, development expenses of the projects, as well as various operational costs.

 

Borrower

 Limit -as of

31 Dec 2016

Principal as of

31 Dec 2016

Principal as of

31 Dec 2015


LLC "TERMINAL BROVARY"

30.724.931

30.724.931

26.798.804

LLC "AISI UKRAINE"

23.062.351 

14.257

12.275

LLC "ALMAZ PRES UKRAINE"

8.236.554

162.633

140.021

Total


30.901.821

26.951.101

 

All loans from SC Secure Capital Ltd to the Group's subsidiaries are USD denominated and in 2016 they generated a foreign exchange loss totaling €4.167.542 as a result of the devaluation of the Ukrainian Hryvnia during the reporting period. As settlement of these loans is not likely to occur in the foreseeable future and in substance is part of the Group's net investment in its foreign operations, the foreign exchange loss is recognised in other comprehensive income.

 

In that context SC Secure Capital Ltd has provided a loan to Limited Liability Company "Terminal Brovary" whose outstanding capital at the reporting date was €30.724.931. This loan was transferred to SL SECURE Logistics Limited by the end of 2016. This loan is expected to be transferred together with the sale of Terminal Brovary to the buyer (Note 36a).

A potential Ukrainian Hryvnia weakening/strengthening by 10% against the US dollar with all other variables held constant, would result in an exchange difference on I/C loans to foreign holdings of (€3.090.182)/ €3.090.182 respectively, estimated on balances held at 31 December 2016.

 

32.4 Loans to associates

 


31 Dec 2016

31 Dec 2015


Loans to Greenlake Development SRL

264.110

254.718

Total

264.110

254.718

 

The loan was given to GreenLake Development SRL from Edetrio Holdings Limited. The agreement was signed on 17 February 2012 and bears interest 5%. The maturity date is 30 April 2018.

 

33.    Contingent Liabilities

 

33.1 Tax Litigation

 

The Group performed during the reporting period a part of its operations in the Ukraine, within the jurisdiction of the Ukrainian tax authorities. The Ukrainian tax system can be characterized by numerous taxes and frequently changing legislation, which may be applied retroactively, open to wide and in some cases, conflicting interpretation. Instances of inconsistent opinions between local, regional, and national tax authorities and between the National Bank of Ukraine and the Ministry of Finance are not unusual. Tax declarations are subject to review and investigation by a number of authorities, which are authorised by law to impose severe fines and penalties and interest charges. Any tax year remains open for review by the tax authorities during the three subsequent calendar years; however, under certain circumstances a tax year may remain open for longer.

 

The Group performed during the reporting period part of its operations also in Romania, Greece and Bulgaria. In respect of Romanian, Bulgarian and Greek taxation systems all are subject to varying interpretation and to constant changes, which may be retroactive. In certain circumstances the tax authorities can be arbitrary in certain cases.

 

These facts create tax risks which are substantially more significant than those typically found in countries with more developed tax systems. Management believes that it has adequately provided for tax liabilities, based on its interpretation of tax legislation, official pronouncements and court decisions. However, the interpretations of the relevant authorities could differ and the effect on these consolidated financial statements, if the authorities were successful in enforcing their interpretations, could be significant.

 

At the same time the Group's entities are involved in court proceedings with tax authorities; Management believes that the estimates provided within the financial statements present a reasonable estimate of the outcome of these court cases.

 

33.2 Construction related litigation

 

There are no material claims from contractors due to the postponement of projects or delayed delivery other than those disclosed in the financial statements.

 

33.3 Delia Lebada SRL debt towards Bank of Cyprus

 

Sec South East Continent Unique Real Estate (SECURED) Investment Ltd has provided in 2007 a corporate guarantee to the Bank of Cyprus in respect to the loan provided by the latter to its subsidiary Delia Lebada SRL, the owner of the Pantelimon Lake plot (Note 12). As the loan is in default, the bank has initiated an insolvency procedure. Depending on the final outcome of the procedure (that may include an auctioning of the plot), the Bank may call the difference between the price received from the auction and €6.594.396 which is the total liability (out of which €4.569.725 is the principal and the remaining relates to interest, overdues and penalties). The Group is in discussions with the bank and its partner in the project to find an amicable settlement to the case. Management believes that the case has been adequately being provided for.

 

33.4 Other Litigation

 

The Group has a number of legal cases pending. Management does not believe that the result of these will have a substantial overall effect on the Group's financial position. Consequently no such provision is included in the current financial statements.

 

33.5 Other Contingent Liabilities

 

The Group had no other contingent liabilities as at 31 December 2016.

 

34.    Commitments

 

The Group had no other commitments as at 31 December 2016.

 

35.    Financial Risk Management

 

35.1 Capital Risk Management

 

The Group manages its capital to ensure adequate liquidity will being able to implement its stated growth strategy in order to maximize the return to stakeholders through the optimization of the debt-equity structure and value enhancing actions in respect of its portfolio of investments. The capital structure of the Group consists of borrowings (Note 24), trade and other payables (Note 25) deposits from tenants (Note 26), financial leases (Note 28), taxes payable (Note 27) and equity attributable to ordinary or preferred shareholders. The Group is not subject to any externally imposed capital requirements, but certain of its cash balances are restricted (Note 20).

Management reviews the capital structure on an on-going basis. As part of the review Management considers the differential capital costs in the debt and equity markets, the timing at which each investment project requires funding and the operating requirements so as to proactively provide for capital either in the form of equity (issuance of shares to the Group's shareholders) or in the form of debt. Management balances the capital structure of the Group with a view of maximizing the shareholder's Return on Equity (ROE) while adhering to the operational requirements of the property assets and exercising prudent judgment as to the extent of gearing.

 

35.2 Categories of Financial Instruments

 


Note

31 Dec 2016

31 Dec 2015



Financial Assets




Cash at Bank

20

1.701.007

895.422

Long-term Receivables and prepayments

16

351.181

352.916

Prepayments and other receivables

19

2.778.361

4.795.223

Available for sale investments

18

-

2.783.535

Total


4.830.549

8.827.096





Financial Liabilities




Borrowings

24

48.475.454

53.680.779

Trade and other payables

25

7.489.293

7.716.924

Deposits from tenants

26

488.347

756.454

Finance lease liabilities

28

11.382.788

11.465.722

Taxes payable and provisions

27

1.889.184

1.546.450

Redeemable preference shares

21

-

6.430.536

Total


69.725.066

81.596.865

 

35.3 Financial Risk Management Objectives

 

The Group's Treasury function provides services to its various corporate entities, coordinates access to local and international financial markets, monitors and manages the financial risks relating to the operations of the Group, mainly the investing and development functions. Its primary goal is to secure the Group's liquidity and to minimize the effect of the financial asset price variability on the cash flow of the Group. These risks cover market risks including foreign exchange risks and interest rate risk as well as credit risk and liquidity risk.

 

The above mentioned risk exposures may be hedged using derivative instruments whenever appropriate. The use of financial derivatives is governed by the Group's approved policies which indicate that the use of derivatives is for hedging purposes only. The Group does not enter into speculative derivative trading positions. The same policies provide for the investment of excess liquidity. As at the end of the reporting period, the Group had not entered into any derivative contracts.

 

35.4 Economic Market Risk Management

 

The Group operates in Romania, Bulgaria, Greece and Ukraine. The Group's activities expose it primarily to financial risks of changes in currency exchange rates and interest rates. The exposures and the management of the associated risks are described below. There has been no change in the way the Group measures and manages risks.

 

 

Foreign Exchange Risk

Currency risk arises when commercial transactions and recognized financial assets and liabilities are denominated in a currency that is not the Group's functional currency. Most of the Group's financial assets are denominated in the functional currency. Management is monitoring the net exposures and adopts policies to contain them so that the net effect of devaluation is minimized.

 

Interest Rate Risk

The Group's income and operating cash flows are substantially independent of changes in market interest rates as the Group has no significant interest-bearing assets. On December 31st, 2016, cash and cash equivalent financial assets amounted to €1.701.007 (2015: €895.422) of which approx. €32.000 in UAH and €1.320.000 in RON (Note 20) while the remaining are mainly denominated in either USD or €.

 

The Group is exposed to interest rate risk in relation to its borrowings amounting to €48.475.454 (31 December 2015: €53.680.779) as they are issued at variable rates tied to the Libor or Euribor. Management monitors the interest rate fluctuations on a continuous basis and evaluates hedging options to align the Group's strategy with the interest rate view and the defined risk appetite. Although no hedging has been applied for the reporting period, such may take place in the future if deemed necessary in order to protect the cash flow of a property asset through different interest rate cycles.

 

 

Management monitors the interest rate fluctuations on a continuous basis and evaluates hedging options to align the Group's strategy with the interest rate view and the defined risk appetite. Although no hedging has been applied for the reporting period, such may take place in the future if deemed necessary in order to protect the cash flow of a property asset through different interest rate cycles.

 

As at 31 December 2016 the weighted average interest rate for all the interest bearing borrowing and financial leases of the Group stands at 5,32% (31 December 2015: 5,00%). Considering the finalization of Terminal Brovary sale, the weighted average interest rate for all the interest bearing borrowing and financial leases of the Group would be 4,67%.

 

The sensitivity analysis for LIBOR and EURIBOR changes applying to the interest calculation on the borrowings principal outstanding as at 31 December 2016 is presented below:

 


Actual

as at 31.12.2016

+100 bps

+200 bps

Weighted average interest rate

5,32%

6,32%

7,32%

Influence on yearly finance costs

-

(567.770)

(1.135.541)

 

The sensitivity analysis for LIBOR and EURIBOR changes applying to the interest calculation on the borrowings principal outstanding as at 31 December 2015 is presented below:

 


Actual

as at 31.12.2015

+100 bps

+200 bps

Weighted average interest rate

5,00%

6,00%

7,00%

Influence on yearly finance costs

-

(648.116)

(1.296.232)

 

 

35.5 Credit Risk Management

 

The Group has no significant credit risk exposure. The credit risk emanating from the liquid funds is limited because the Group's counterparties are banks with high credit-ratings assigned by international credit rating agencies. The Credit risk of receivables is reduced as the majority of the receivables represent VAT to be offset through VAT income in the future. In respect of receivables from tenants these are kept to a minimum of 2 months and are monitored closely.

 

35.6 Liquidity Risk Management

 

Ultimate responsibility for liquidity risk management rests with the Board of Directors, which applies a framework for the Group's short, medium and long term funding and liquidity management requirements. The Treasury function of the Group manages liquidity risk by preparing and monitoring forecasted cash flow plans and budgets while maintaining adequate reserves.  The following table details the Group's contractual maturity of its financial liabilities. The tables below have been drawn up based on the undiscounted contractual maturities including interest that will be accrued.

 

 

31 December 2016

 

Carrying amount

Total

Contractual

Cash Flows

Less than

one year

From one to

two years

More than two years


Financial assets






Cash at Bank

1.701.007

1.701.007

1.701.007

-

-

Prepayments and other receivables

2.778.361

2.778.361

2.778.361

-

-

Long-term Receivables and prepayments

 

351.181

 

351.181

-

-

351.181

Total Financial assets

4.830.549

4.830.549

4.479.368

-

351.181







Financial liabilities






Borrowings

48.475.454

48.475.454

31.580.299

1.597.840

15.297.315

Trade and other payables

7.489.293

7.489.293

7.038.170

-

451.123

Deposits from tenants

488.347

488.347

271.019

-

217.328

Finance lease liabilities

11.382.788

16.538.973

961.744

930.592

14.646.637

Taxes payable and provisions

1.889.184

1.889.184

1.889.184

-

-

Total Financial liabilities

69.725.066

74.881.251

41.740.416

2.528.432

30.612.403

Total net liabilities

64.894.517

70.050.702

37.261.048

2.528.432

30.261.222

 

31 December 2015

 

Carrying amount

Total

Contractual

Cash Flows

Less than

one year

From one to

two years

More than two years


Financial assets






Cash at Bank

895.422

895.422

895.422

-

-

Prepayments and other receivables

4.795.223

4.795.223

4.795.223

-

-

Available for sale investments

2.783.535

2.783.535

2.783.535

-

-

Long-term Receivables and prepayments

352.916

352.916

-

-

352.916

Total Financial assets

8.827.096

8.827.096

8.474.180

-

352.916







Financial liabilities




-

-

Borrowings

53.680.779

56.037.869

24.198.982

14.649.577

17.189.310

Trade and other payables

7.716.924

7.716.924

3.044.036

-

4.672.888

Deposits from tenants

756.454

756.454

132.684

-

623.770

Finance lease liabilities

11.465.722

16.741.482

775.146

840.158

15.126.178

Redeemable preference shares

6.430.536

6.430.536

6.430.536

-

-

Taxes payable and provisions

1.546.450

1.546.450

1.546.450

-

-

Total Financial liabilities

81.596.865

89.229.715

36.127.834

15.489.735

37.612.146

Total net liabilities

72.769.769

80.402.619

27.653.654

15.489.735

37.259.230

 

35.7 Net Current Liabilities

 

The current liabilities amounting to €41.080.081 exceed current assets amounting to €9.507.622 by €31.572.459. This difference is primarily a result of:

a)        the EBRD Terminal Brovary debt, amounting to €11.580.922 which is presented as a current liability due to the breach of certain covenants should be viewed as under transfer upon completion of the sale of Terminal Brovary (Note 36a).

b)       the bank borrowings related to the residential portfolio €6.369.466 that are repayable by ongoing sales proceeds, which according to the IFRS appear to be repayable within the next 12 months. Most of these loans have been or are under the process to be extended for 2-5 years.

c)        an amount of €6.594.396, registered as the total liability to the Bank of Cyprus, currently under final settlement

d)       an aggregate amount of €3.624.319, registered as the total liability of the Group towards Alpha Bank in respect to the Boyana project which was under restructuring that has been signed in March 2017 (Note 36g)

e)        an aggregate amount of €2.661.592 registered as the total liability of the Group towards the Bank of Piraeus in respect to the Green Lake project which is under restructuring.

 

Based on the above, current liabilities are higher than current assets by €741.764.

 

36.    Events after the end of the reporting period

 

a.        Sale of Terminal Brovary

In late January 2017 the Group completed the sale transaction of the Terminal Brovary Logistics Park to Temania Enterprises Ltd (company related to Rozetka Group). The transaction was concluded at a Gross Asset Value of over USD 16 (or ~€15) million (before the deduction of the outstanding EBRD loan, which was transferred to the buyer, while the SPDI guarantee to EBRD loan was cancelled. The transaction generated a profit for SPDI of ~€2,7 million, already included in the 2016 financial statements by way of presenting the property at a fair value equal to the transaction value, as well as a cash inflow of more than ~€3million. As part of the transaction the Group also sold SL SECURE Logisitcs Ltd, thus transferring its loan towards Terminal Brovary to the buyer (Note 32.3).

 

b.       Amendment of the Sale & Leaseback of Romanian Logistics Park

In late February 2017 the Group agreed to an amended Sale and Leaseback agreement ("SLB") with the Bank of Piraeus Romania ("BoP") regarding the Group's Innovations Logistics Park in Bucharest. The agreement which followed SPDI's agreement with the previous anchor tenant, Nestle Romania, of the Innovations Logistics Park for an early termination of their tenancy agreement for an agreed fee of €1,39 million payable to SPDI, stipulated the allocation of the termination fee.

 

c.        Appointment of Joint Broker

In March 2017 the Group appointed Beaufort Securities Ltd as the Group's Joint Broker.

 

d.       Directors Buying shares

The directors proceeded in March 2017 with the acquisition of 438.939 ordinary shares of the Company.

 

e.        New lease Agreement for Innovations Logistics Park

In the middle of April 2017 the Group signed a lease agreement with Aquila SRL a large Romanian logistics operator, for 5.740 sqm of ambient space in the Group's Innovations Logistics Park in Bucharest, Romania. Under the terms of the Agreement, the annual rent payable by Aquila to the Group is ~€300.000.

 

f.         Issuance of shares

In the middle of May 2017 the Company announced the issue of new ordinary shares to the Non-Executive Directors of the Company who were in office in 2015 in lieu of fees accrued in 2015. The new shares were issued at GBP 0,35 per share, which represented a 100% premium to the closing share price on 12 May 2017. The Company has also issued a number of new ordinary shares to an adviser in lieu of fees for services offered in 2017. As a result a total of 626.133 new ordinary shares have been issued, of which Non-Executive Directors received 519.474 shares and third party advisers and former directors received 106.659 shares.

 

g.        Debt restructuring

SecRom Real Estate Srl (Doamna Ghica Project) has signed a restructuring of its loan (€809.919) with Alpha Bank Romania, extending its maturity to 2020. All other terms remain substantially the same.

 

Boyana Residence ood has signed a restructuring of its loan (€2.680.492) with Alpha Bank SA, extending its maturity to 2019. All other terms remain substantially the same.

 

Sertland Properties Limited (Boyana land) has signed a restructuring of its loan (€693.514) with Alpha Bank SA extending its maturity to 2019. All other terms remain substantially the same.


This information is provided by RNS
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