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Frontier Development PLC

Earnings Release May 22, 2015

7652_10-q_2015-05-22_abd085d5-f69c-4496-a807-4577f0f9903b.html

Earnings Release

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RNS Number : 0706O

AFI Development PLC

22 May 2015

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION

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

22 May 2015

AFI DEVELOPMENT PLC

("AFI DEVELOPMENT" OR "THE COMPANY")

RESULTS FOR THE THREE MONTHS TO 31 MARCH 2015

Stable operational results despite economic uncertainty

AFI Development, a leading real estate company focused on developing property in Russia, has today announced its financial results for the three months ended 31 March 2015.

Q1 2015 financial highlights

·    Rental income and income from hotel operations declined to US$24.4 million  (from US$36.7 in Q1 2014) as a result of the difficult macroeconomic environment and Russian rouble depreciation

-    AFIMALL City contribution at US$19.1 million, compared to US$28.0 million in Q1 2014

·    Gross profit up 78% to US$11.2 million compared to US$6.3 million in Q1 2014

·    Net profit for the quarter amounted to US$6.0 million compared to US$24.3 in Q1 2014

·    Cash, cash equivalents and marketable securities of US$74.7 million

Q1 2015 operational highlights

·    AFIMALL City  recorded revenue of US$19.1 million for Q1 2015:

-    NOI was US$13.7 million for the quarter, compared to US$16.8 million in Q1 2014

-    Occupancy levels at 83% of total leasable area (no change compared to end of Q1 2014)

·    Sales of apartments continue at Odinburg with 627 sale contracts signed (as of 21 May 2015)

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

"Although a weaker rouble and the general economic downturn in Russia have caused a decline in our revenues, AFI Development has continued to demonstrate stable operational results during the first quarter of 2015. Given the recent oil price recovery and encouraging macroeconomic developments since the start of the second quarter, we are cautiously optimistic for the remainder of 2015."

Q1 2015 Results Conference Call:

AFI Development will hold a conference call for analysts and investors to discuss its Q1 2015 financial results on Tuesday, 26 May 2015, following the publication of the Company's financial results.

The details for the conference call are as follows:

Date:                              Tuesday, 26 May 2015

Time:                              15:00 BST (17:00 Moscow)

Dial-in Tel:                     International:             +44 (0) 20 3003 2666

UK toll free:              0808 109 0700

US toll-free:               1 866 966 5335

Russia toll-free:        8 10 8002 4902044

Password:                       AFI

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

Prior to the conference call, the Q1 2015 Investor Presentation of AFI Development will be published on the Company website at http://www.afi-development.com/en/investor-relations/reports-presentations on 26 May 2015 by 12am BST (2pm Moscow).

- ends -

For further information, please contact:

AFI Development, Moscow                          +7 495 796 9988                                          

Ilya Kutnov

Ekaterina Shubina

Citigate Dewe Rogerson, London                +44 20 7638 9571

David Westover

Sandra Novakov

Shelly Chadda

About AFI Development

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

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

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

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

Legal Disclaimer

Some of the information in these materials may contain projections or other forward-looking statements regarding future events, the future financial performance of the Company, its intentions, beliefs or current expectations and those of its officers, directors and employees concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies and business. You can identify forward looking statements by terms such as "expect", "believe", "anticipate", "estimate", "intend", "will", "could," "may" or "might" or the negative of such terms or other similar expressions. These statements are only predictions and that actual events or results may differ materially. Unless otherwise required by applicable law, regulation or accounting standard, the Company does not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in projections or forward-looking statements of the Company, including, among others, general economic conditions, the competitive environment, risks associated with operating in Russia and market change in the industries the Company operates in, as well as many other risks specifically related to the Company and its operations.

Chairman's and Executive Director's Combined Statement

The difficult macroeconomic situation prevalent in Russia during 2014 has continued into the first quarter of 2015, with a noticeable effect on the real estate sector and, consequently, our first quarter results.

The weakening of the rouble during the quarter has negatively influenced rental revenue in dollar terms from properties leased under rouble-denominated rental agreements. At the same time, the profitability remained strong, with gross profit at US$11.2 for the quarter, an increase of 78% versus Q1 2014.

We continue to closely monitor developments in our macroeconomic environment and the real estate sector. We are encouraged by the gradual strengthening of the rouble recorded since the start of Q2 2015, driven mainly by the recovery in oil prices and sharply reduced imports, and the Central Bank's recent decision to reduce the key lending rate to 12.5%.  These factors have led us to believe that the economic slowdown will be both less profound and shorter than initially expected.

Projects update

AFIMALL City

During the first quarter of 2015 AFIMALL City experienced a slight decrease in occupancy levels due to some rotation of tenants. However, a number of new tenants have entered the Mall, most notably in the restaurant category. An Italian chain 'Maccheroni', a vegetarian café chain 'Zelen'. Eco-territory', Mediterranean cuisine-focused 'Galata' and popular Russian restaurant chain 'Chaihona № 1' all opened their outlets in the Mall. The lease agreement with the 'Chaihona № 1' lounge-café is of particular significance as  this tenant will become one of the largest restaurants at AFIMALL, occupying more than 700 sq. m of space.

In addition, to make family visits to AFIMALL City more convenient, we have opened a 140 sq. m children care outlet during Q1 2015, where parents can leave their children to play under supervision while shopping at AFIMALL.

Odinburg

In Q1 2015 the construction of Building 2 of Korona, the first phase of the overall development,  commenced and apartment pre-sales are currently underway. At the same time, sales of apartments in Building 1 are nearly complete.

In response to the more difficult macroeconomic environment in Russia, we increased our marketing efforts during the first quarter. In order to facilitate mortgage-financed purchases, we launched a joint initiative with Sberbank, the largest Russian bank, under which AFI Development provides a special discount to mortgage-financed purchasers. In addition, a special discount is provided to the military, which, in combination with the state subsidy for military housing, makes acquisitions of apartments at Odinburg particularly attractive to this category of clients.

As of the date of publication of this report, 627 contracts for sales of apartments have been signed.

Aquamarine III (Ozerkovskaya III)

The Company continues to market office space in the complex to potential buyers and tenants.

Tverskaya Plaza Ic

AFI Development plans to start construction of this project as soon as debt financing on favourable terms has been secured and the market environment becomes more supportive.

Paveletskaya Phase II

With the planning stage now finalised, the Company is preparing to launch construction, subject to further improvement in the market situation. We are currently developing a marketing programme to start apartment pre-sales in due course.

Bolshaya Pochtovaya

AFI Development continues to develop project designs and aims to obtain a construction permit for this development during 2015.

Lev Leviev

Executive Chairman of the Board
Mark Groysman

Executive Director

ANNEX A 

31.3.2015 - Very significant property disclosure

1.         AFIMALL City

(Data based on 100%. Share of the Company in the property - 100%) Current quarter (Q1 2015) Comparative data
Q1 2015 Q4 2014 Q3 2014 Q2 2014 Q1 2014
Value of the property  (000'USD) 1,000,000 1,000,000 1,160,000 1,160,000 1,160,000
NOI in the period  (000'US$) 13,686 18,641 25,007 22,501 16,807
Revaluation gains (losses) in the period (000'US$) 13,821 (3,655) 88,473 (35,442) 51,904
Average occupancy rate in the period (%) 83% 85% 82% 82% 83%
Rate of return (%) 5.5% 8.3% 7.4% 6.8% 5.8%
Average rent per sq.m. (US$/annum) 1,117 1,147 1,201 1,202 1,224
Average rent per sq.m. in agreements signed in the period  (US$/annum) 832 1,035 1,667 1,286 673

ANNEX B

31.3.2015 - Very significant loans disclosure

Balance as of 31.03.2015 Lender type: Bank, Institutional etc. Indexation/ currency exposure & interest rate Liens and material legal restrictions on the property Covenants Cross default mechanism Any other covenants or restriction that might increase the cost of debt In-case it is a credit line facility - what are the terms&conditions for draw downs The methods/ way that the covenant is calculated Covenant calculation results The date of Q1 2015 financial statements were reported The date that the lender is checking the borrower is line with the covenants
USD 296,385,605 and RUR 10,011,529,000(USD 171,241,749). Total amount in USD as of 31.03.2015 is  USD 467,627,354 Specific project financed by VTB Bank JSC RUR/USD loan provided in five tranches totalling RUR 21 billion. Each tranche can be drown down either in US Dollars or in Rubles (at Company's discretion). The loan facility has differentiated interest rates which are currency dependent: 9.5% for loans drawn down in Russian rubles and 3 months LIBOR + 5.02% for loans drawn down in US dollars. The interest on the loans is payable on a quarterly basis, throughout the term of the credit line. The principal is due to be fully repaid in April 2018.  The RUR interest rate may be unilaterally increased by  the lending bank, should one of the interest indicators stipulated by the Russian Central Bank and specified in the loan agreement be increased; the interest rate will be increased by the amount of the interest indicator increase. 1. Liens over all the Bellgate's shares

2. AFI Development PLC company guarantee, limited to USD 1,000,000

3. Mortgage over 100% of the premises of AFIMALL City

4. Mortgage over the premises in the Parking owned by Bellgate, upon registration of Bellgate's rights to land plot under the Parking

5. Permission to debit Bellgate's account held in the lending bank              

6. Additional mortgage over the premises of the "Aquamarine" Hotel in Moscow, to be removed in case Bellgate (the borrower) redeems USD 20 million of the principal  7. Additional guarantee by Semprex LLC, a Russian Company - an indirect subsidiary of AFI Development Plc, to be  removed in case Bellgate (the borrower) redeems USD 20 million of the principal
(1) Bellgate'(the Borrower) should have minumum quarterly revenues, ranging from RUR 651,000,000 in Q3 2012 to RUR 1,139,000,000 in Q1 2018. Penalty: 0.5% per annum extra charge to the interest rate applicable under the loan agreement- applicable only for the quarter when the aforesaid revenue threshold was not achieved;

(2) Liquidation Value of the property should be higher than sum of the outstanding principal and six months interest.
N/A N/A The loan is given in five tranches: 1st tranche drawn down on 29 June 2012, 2nd tranche drawn down on 3 August 2012 on the amount USD 69, 385,604.64 (RUR 2,252,000,000), 3rd tranche of RUR 1,300,000,000 drawn down on 01.02.2013, 4th tranche of RUR 1,333,333,333.33 drawn down on 28.02.2013 , 5th tranche of RUR 1,333,333,333.34  drawn down on 28.02.2014. (1) The total of revenue, including VAT , calculated quarterly;  (2) The Liquidation Value is determined by an external valuer appointed by the Bank. (1) The minimum quarterly revenue for Q1 2015 was 1 037 millions Rouble incl. VAT ;                        (2) Liquidation Value  determined by an external valuer appointed by the Bank is USD 663,9 million/RUR 36 bln (VAT not included) 22 May 2015 (1) Borrowers revenues are checked quarterly; (2) Liquidation value is checked twice a year, on  December and on August.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the period from 1 January 2015 to 31 March 2015

C O N T E N T S

Page

Independent auditors' report on review of condensed consolidated interim financial information                                                                                                                                         1

Condensed consolidated income statement                                                                                        2

Condensed consolidated statement of comprehensive income                                                           3

Condensed consolidated statement of changes in equity                                                                    4

Condensed consolidated statement of financial position                                                                    5

Condensed consolidated statement of cash flows                                                                               6

Notes to the condensed consolidated interim financial statements                                               7 - 21

Independent auditors' report on review of condensed consolidated interim financial information to the members of AFI DEVELOPMENT PLC

Introduction

We have reviewed the accompanying condensed consolidated statement of financial position of AFI Development PLC as at 31 March 2015,  the condensed consolidated statements of income, comprehensive income, changes in equity and cash flows for the three-month period then ended and notes to the interim financial information ('the condensed consolidated interim financial information'). The Company's Board of Directors is responsible for the preparation and presentation of this condensed consolidated interim financial information in accordance with IAS 34 "Interim Financial Reporting". Our responsibility is to express a conclusion on this condensed consolidated interim financial information based on our review.

Scope of Review

We conducted our review in accordance with the International Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity".  A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed consolidated interim financial information as at 31 March 2015 is not prepared, in all material respects, in accordance with IAS 34 "Interim Financial Reporting".

Maria H. Zavrou, FCCA

Certified Public Accountant and Register Auditor

For and on behalf of

KPMG Limited

Certified Public Accountants and Registered Auditors

14 Esperidon Street

1087 Nicosia, Cyprus

22 May 2015

CONDENSED CONSOLIDATED INCOME STATEMENT

For the period from 1 January 2015 to 31 March 2015

1/1/15- 1/1/14-
31/3/15 31/3/14
US$ '000 US$ '000
Note
Revenue 6 24,446 36,655
Other income 1,135 1,729
Operating expenses 6 (11,395) (21,772)
Administrative expenses 7 (2,714) (7,404)
Other expenses 8 (397) (2,261)
Total expenses (14,506) (31,437)
Share of the after tax profit/(loss) of joint ventures 122 (644)
Gross Profit 11,197 6,303
Profit on disposal of investments in subsidiaries - 61
Valuation gain on properties 11, 12 21,444 73,279
Impairment loss on inventory of real estate (658) (355)
Net valuation gain on properties 20,786 72,924
Results from operating activities 31,983 79,288
Finance income 2,325 2,686
Finance costs (28,358) (52,737)
Net finance costs 9 (26,033) (50,051)
Profit before tax 5,950 29,237
Tax benefit/(expense) 10 50 (4,965)
Profit for the period 6,000 24,272
Profit attributable to:
Owners of the Company 5,944 24,019
Non-controlling interests 56 253
6,000 24,272
Earnings per share
Basic and diluted earnings per share (cent) 0.57 2.29

The notes form an integral part of the condensed consolidated interim financial statements.

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the period from 1 January 2015 to 31 March 2015

1/1/15- 1/1/14-
31/3/15 31/3/14
US$ '000 US$ '000
Profit for the period 6,000 24,272
Other comprehensive income

Items that are or may be reclassified subsequently to profit or loss
Realised translation difference on disposal of subsidiaries transferred to income statement (830) (77)
Foreign currency translation differences for foreign operations (4,917) (40,841)
Other comprehensive income for the period (5,747) (40,918)
Total comprehensive income for the period 253 (16,646)
Total comprehensive income attributable to:
Owners of the parent 117 (16,833)
Non-controlling interests 136 187
253 (16,646)

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the period from 1 January 2015 to 31 March 2015

Attributable to owners of the Company Non-controlling   interests Total equity
Share Share Translation Retained
Capital Premium Reserve Earnings Total
US$ '000 US$ '000 US$ '000 US$ '000 US$ '000 US$ '000 US$ '000
Balance at 1 January 2015 1,048 1,763,409 (314,880) (158,982) 1,290,595 (8,817) 1,281,778
Total comprehensive income for the period
Profit for the period - - - 5,944 5,944 56 6,000
Other comprehensive income - - (5,827) - (5,827) 80 (5,747)
Total comprehensive income for the period - - (5,827) 5,944 117 136 253
Transactions with owners of the Company

Contributions and distributions
Share option expense - - - 657 657 - 657
Balance at 31 March 2015 1,048 1,763,409 (320,707) (152,381) 1,291,369 (8,681) 1,282,688
Balance at 1 January 2014 1,048 1,763,409 (150,454) 117,655 1,731,658 (2,179) 1,729,479
Total comprehensive income for the period
Profit for the period - - - 24,019 24,019 253 24,272
Other comprehensive income - - (40,852) - (40,852) (66) (40,918)
Total comprehensive income for the period - - (40,852) 24,019 (16,833) 187 (16,646)
Transactions with owners of the Company

Contributions and distributions
Share option expense - - - 1,220 1,220 - 1,220
Balance at 31 March 2014 1,048 1,763,409 (191,306) 142,894 1,716,045 (1,992) 1,714,053

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2015

31/3/15 31/12/14
Note US$ '000 US$ '000
Assets
Investment property 11 1,375,416 1,375,416
Investment property under development 12 431,474 431,474
Property, plant and equipment 13 33,496 35,101
Long-term loans receivable 17,632 18,071
Inventory of real estate 20,111 20,111
VAT recoverable 37 42
Non-current assets 1,878,166 1,880,215
Trading properties 14 2,892 2,979
Trading properties under construction 15 134,867 133,036
Other investments 6,358 6,499
Inventory 543 615
Short-term loans receivable 121 1
Trade and other receivables 16 39,351 38,961
Current tax assets 1,377 1,307
Cash and cash equivalents 17 68,353 86,756
Current assets 253,862 270,154
Total assets 2,132,028 2,150,369
Equity
Share capital 1,048 1,048
Share premium 1,763,409 1,763,409
Translation reserve (320,707) (314,880)
Retained earnings (152,381) (158,982)
Equity attributable to owners of the Company 18 1,291,369 1,290,595
Non-controlling interests (8,681) (8,817)
Total equity 1,282,688 1,281,778
Liabilities
Long-term loans and borrowings 19 632,713 455,097
Deferred tax liabilities 103,604 102,621
Deferred income 12,228 12,966
Non-current liabilities 748,545 570,684
Short-term loans and borrowings 19 30,631 231,684
Trade and other payables 20 24,511 28,216
Advances from customers 45,653 38,007
Current tax liabilities - -
Current liabilities 100,795 297,907
Total liabilities 849,340 868,591
Total equity and liabilities 2,132,028 2,150,369

The condensed consolidated interim financial statements were approved by the Board of Directors on 22 May 2015.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

For the period from 1 January 2015 to 31 March 2015

1/1/15- 1/1/14-
31/3/15 31/3/14
Note US$ '000 US$ '000
#### Cash flows from operating activities
Profit for the period 6,000 24,272
Adjustments for:
Depreciation 13 232 476
Net finance costs 9 25,949 49,938
Share option expense 657 1,220
Net valuation gain on properties (20,786) (72,924)
Share of (profit)/loss in joint ventures (122) 644
Profit on disposal of investments in subsidiaries - (61)
Profit on sale of property, plant and equipment - (16)
Tax (benefit)/expense 10 (50) 4,965
11,880 8,514
Change in trade and other receivables 1,896 (9,227)
Change in inventories 45 52
Change in trading properties and trading properties under construction (4,843) (6,431)
Change in advances and amounts payable to builders of trading properties under construction (3,629) 49
Change in advances from customers 8,535 1,566
Change in trade and other payables (3,142) (14,251)
Change in VAT recoverable (3) 487
Change in deferred income (234) 371
Cash generated from operating activities 10,505 (18,870)
Taxes paid (232) (261)
Net cash from/(used in) operating activities 10,273 (19,131)
Cash flows from investing activities
Net cash inflow from the disposal of subsidiaries - 1,400
Proceeds from sale of other investments 1,172 -
Proceeds from sale of property, plant and equipment - 22
Interest received 1,140 1,861
Change in advances and amounts payable to builders 16,20 (387) 1,672
Payments for construction of investment property under development 12 (1,114) (5,231)
Payments for the acquisition/renovation of investment property 11 (1,198) (39,110)
Change in VAT recoverable 520 1,248
Acquisition of property, plant and equipment 13 (5) (98)
Acquisition of other investments - (1,019)
Taxes paid on disposal of investment property - (4,005)
Payments for loans receivable (106) -
Net cash from/(used in) investing activities 22 (43,260)
Cash flows from financing activities
Proceeds from loans and borrowings - 36,986
Repayment of loans and borrowings (16,500) (6,500)
Interest paid (8,019) (13,566)
Net cash (used in)/from financing activities (24,519) 16,920
Effect of exchange rate fluctuations (4,179) (9,965)
Net decrease in cash and cash equivalents (18,403) (55,436)
Cash and cash equivalents at 1 January 86,756 193,330
Cash and cash equivalents at 31 March 17 68,353 137,894

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the period from 1 January 2015 to 31 March 2015

1.      INCORPORATION AND PRINCIPAL ACTIVITY

AFI Development PLC (the "Company") was incorporated in Cyprus on 13 February 2001 as a limited liability Company under the name Donkamill Holdings Limited. In April 2007 the Company was transformed into public company and changed its name to AFI Development PLC.  The address of the Company's registered office is 165 Spyrou Araouzou Street, Lordos Waterfront Building, 5th floor, Flat/office 505, 3035 Limassol, Cyprus.  The Company is a 64.88% (31/12/2014: 64.88%) subsidiary of Africa Israel Investments Ltd ("Africa-Israel"), which is listed in the Tel Aviv Stock Exchange ("TASE"). The remaining shareholding of "A" shares is held by a custodian bank in exchange for the GDRs issued and listed in the London Stock Exchange ("LSE"). On 5 July 2010 the Company issued by way of a bonus issue, 523,847,027 "B" shares, which were admitted to a premium listing on the Official List of the UK Listing Authority and to trading on the main market of LSE. On the same date, the ordinary shares of the Company were designated as "A" shares.

These condensed consolidated interim financial statements ("interim financial statements") of the Company as at and for the three months ended 31 March 2015 comprise the Company and its subsidiaries (together referred to as the "Group") and the Group's interest in jointly controlled entities.

The principal activity of the Group is real estate investment and development. The principal activity of the Company is the holding of investments in subsidiaries and joint ventures.

2.      basis of preparation

Statement of compliance

These interim financial statements have been prepared in accordance with IAS 34 "Interim Financial Reporting". They do not include all of the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual consolidated financial statements as at and for the year ended 31 December 2014.

Functional and presentation currency

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

Foreign operations

Each entity of the Group determines its own functional currency and items included in the financial statements of each entity are measured using its functional currency. Where the functional currency of an entity of the Group is other than US Dollars, which is the presentation currency of the Group, then the financial statements of the entity are translated in accordance with IAS 21 'The effects of changes in foreign exchange rates".

The table below shows the exchange rates of Russian Roubles, which is the functional currency of the Russian subsidiaries of the Group, to the US Dollar which is the presentation currency of the Group:

Exchange rate

Russian Roubles

As of:                                                                     for US$1 Change

%

31 March 2015                                                               58.4643        3.9                                          

31 December 2014                                                         56.2584      71.9

31 March 2014                                                               35.6871       9.0

Average rate during:

Three-month period ended 31 March 2015                   62.1919      77.9

Three-month period ended 31 March 2014                   34.9591      14.9

3.      USE OF JUDGEMENTS AND ESTIMATES

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

The significant judgments made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 31 December 2014.

a.    Measurement of fair values

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

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

Significant valuation issues are reported to the Group Audit Committee.

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

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

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

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

a.    Measurement of fair values (continued)

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

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

4.      significant accounting policies

The accounting policies applied in these interim financial statements are the same as those applied in the Group's consolidated financial statements as at and for the year ended 31 December 2014.

New standards, interpretations and amendments adopted by the Group

The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group's annual consolidated financial statements for the year ended 31 December 2014, except for the adoption of new standards and interpretations effective as of 1 January 2015.

Several new standards and amendments apply for the first time in 2015. However, they do not impact the annual consolidated financial statements of the Group or the interim condensed consolidated financial statements of the Group.

Standards, amendments to standards, and interpretations issued but not yet endorsed by the EU

IFRS 15 - "Revenue from Contracts with Customers". The new standard provides a unified application that regulates the accounting treatment of revenue arising from contracts with customers. This standard supersedes IAS 18 "Revenue" and IAS 11 "Construction Contracts" and the accompanying interpretations thereof. The core principle of the standard is the recognition of revenue from the transfer of goods or services to customers in an amount that represents the economic benefits that the entity expects to receive in return for them. As such, the standard stipulates that the recognition of revenue will occur when the entity transfers the goods and/or services to the customer and the customer obtains control of those goods or services.

The standard is effective for annual periods beginning on or after 1 January 2018, with early adoption permitted under IFRS. However since not endorsed by the EU yet, early adoption is not permitted by the Group.

5.       OPERATING SEGMENTS

The Group has 5 reportable segments, as described below, which are the Group's strategic business units. The following summary describes the operation in each of the Group's reportable segments:

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

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

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

·    Hotel Operation: Includes the operation of Hotels.

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

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

Development projects Asset management Hotel Operation Other - land bank Total
Commercial projects Residential projects
31/3/15 31/3/14 31/3/15 31/3/14 31/3/15 31/3/14 31/3/15 31/3/14 31/3/15 31/3/14 31/3/15 31/3/14
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
External revenues - 1 23 - 20,820 30,685 2,438 3,577 1,165 2,392 24,446 36,655
Inter-segment revenue 124 - 164 - 1,189 - 16 4 329 112 1,822 116
Segment (loss)/profit before tax (350) (634) (519) (30) (14,788) (36,356) 872 1,297 (1,083) (5,628) (15,868) (41,351)
31/3/15 31/12/14 31/3/15 31/12/14 31/3/15 31/12/14 31/3/15 31/12/14 31/3/15 31/12/14 31/3/15 31/12/14
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Segment assets 209,540 208,923 180,621 175,444 1,360,794 1,362,157 26,771 27,471 249,359 250,735 2,027,085 2,024,730
Segment liabilities 8,289 4,607 45,149 38,348 780,903 808,615 - - 1,182 1,323 835,523 852,893

Reconciliation of reportable segment profit or loss:

1/1/15-

31/3/15
1/1/14-

31/3/14
US$ '000 US$ '000
Total profit or loss for reportable segments (15,868) (41,351)
Other profit or loss 910 (1,753)
Share of the after tax profit/(loss) of joint ventures 122 (644)
Profit on disposal of investment in subsidiaries - 61
Valuation gain on properties 21,444 73,279
Impairment loss on inventory of real estate (658) (355)
Profit before tax 5,950 29,237

6.       REVENUE AND OPERATING EXPENSES

The decrease of revenue and operating expenses in comparison with first quarter of 2014 of 33% and 48% respectively is mainly due to the change of the average rate of Rouble from first quarter of 2014 to first quarter of 2015. In addition the Company has offered temporary rent discounts to the tenants of the investment properties and in parallel has implemented a cost saving optimisation program. For more information on foreign exchange rates used refer to note 2 above.

7.       ADMINISTRATIVE EXPENSES

1/1/15-

31/3/15
1/1/14-

31/3/14
US$ '000 US$ '000
Consultancy fees 181 555
Legal fees 164 171
Auditors' remuneration 66 152
Valuation expenses 35 28
Directors' remuneration 252 951
Depreciation 30 47
Insurance 52 69
Provision for Doubtful Debts 148 2,463
Share option expense 657 1,220
Donations 710 1,287
Other administrative expenses 419 461
2,714 7,404

8.      other expenses

1/1/15-

31/3/15
1/1/14-

31/3/14
US$ '000 US$ '000
Prior year's VAT non recoverable 5 709
Sundries 392 1,552
397 2,261

9.      FINANCE COST AND FINANCE INCOME

1/1/15-

31/3/15
1/1/14-

31/3/14
US$ '000 US$ '000
Interest income 760 2,686
Translation reserve reclassified upon disposal of subsidiary 830 -
Net change in fair value of financial assets 662 -
Loans written off 73 -
Finance income 2,325 2,686
Interest expense on loans and borrowings (11,247) (13,850)
Net change in fair value of financial assets - (160)
Net foreign exchange loss (17,027) (37,893)
Other finance costs (84) (834)
Finance costs (28,358) (52,737)
Net finance costs (26,033) (50,051)

During the current period the Company has derecognised the investment in subsidiary Stroycapital LLC since it lost the control of its operations. There was no other profit or loss effect apart from an amount of US$830 thousand translation reserve which was reclassified as a realised translation gain in the finance income.

10.    tAX (BENEFIT)/EXPENSE

1/1/15-

31/3/15
1/1/14-

31/3/14
US$ '000 US$ '000
Current tax expense
Current year 201 196
Adjustment for prior years - 56
201 252
Deferred tax (benefit)/expense
Origination and reversal of temporary differences (251) 4,713
Total income tax (benefit)/expense (50) 4,965

11.     INVESTMENT PROPERTY

Reconciliation of carrying amount

31/3/15 31/12/14
US$ '000 US$ '000
Balance 1 January 1,375,416 1,609,800
Reclassification to trading properties - (432)
Renovations/additional cost 1,198 6,814
Fair value adjustment 17,199 110,782
Effect of movement in foreign exchange rates (18,397) (351,548)
Balance 31 March / 31 December 1,375,416 1,375,416

The decrease due to the effect of the foreign exchange rates is a result of the weakening of the rouble compared to the US Dollar by 3.9%, during the first quarter of 2015. The fair value adjustment gain in investments property was a result of this rouble weakening.  The Company assessed that the fair value of the properties has not materially changed since 31 December 2014 as there were no significant changes in the macro-economic conditions in Russia. The same applies for investment property under development. See note 12 below.

12.     INVESTMENT PROPERTY UNDER DEVELOPMENT

31/3/15 31/12/14
US$ '000 US$ '000
Balance 1 January 431,474 635,266
Construction costs 1,114 83,820
Disposal - (1,400)
Fair value adjustment 4,245 (196,666)
Effect of movements in foreign exchange rates (5,359) (89,546)
Balance 31 March / 31 December 431,474 431,474

The decrease due to the effect of the foreign exchange rates is a result of the rouble weakening compared to the US Dollar by 3.9% during the first quarter of 2015, as described in note 11 above.

13.   PROPERTY, PLANT AND EQUIPMENT

31/3/15 31/12/14
US$ '000 US$ '000
Balance 1 January 35,101 69,735
Additions 5 593
Depreciation for the period/year (232) (1,595)
Disposals - (98)
Effect of movements in foreign exchange rates (1,378) (33,534)
Balance 31 March / 31 December 33,496 35,101

14.   TRADING PROPERTIES

31/3/15 31/12/14
US$ '000 US$ '000
Balance 1 January 2,979 6,409
Reclassification from investment property - 432
Disposals - (1,632)
Effect of movements in exchange rates (87) (2,230)
Balance 31 March / 31 December 2,892 2,979

Trading properties comprise of unsold apartments and parking places.

15.   TRADING PROPERTIES UNDER CONSTRUCTION

31/3/15 31/12/14
US$ '000 US$ '000
Balance 1 January 133,036 127,213
Construction costs 3,495 35,874
Effect of movements in exchange rates (1,664) (30,051)
Balance 31 March / 31 December 134,867 133,036

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

16.     TRADE AND OTHER RECEIVABLES

31/3/15 31/12/14
US$ '000 US$ '000
Advances to builders 24,078 20,200
Amounts receivable from related parties (note 24) 390 387
Trade receivables, net 4,684 6,014
Other receivables 2,775 3,540
VAT recoverable 6,325 7,141
Tax receivable 1,099 1,679
39,351 38,961

Trade receivables, net

Trade receivables are presented net of an accumulated provision for doubtful debts of US$13,393 thousand (2014: US$12,753 thousand).

17.     CASH AND CASH EQUIVALENTS

31/3/15 31/12/14
US$ '000 US$ '000
Cash at banks 68,214 86,504
Cash in hand 139 252
Cash and cash equivalents in the statement of cash flows 68,353 86,756

18.    SHARE CAPITAL AND RESERVES

31/3/15 31/12/14
(i)     Share capital US$ '000 US$ '000
Authorised
2,000,000,000 shares of US$0.001 each 2,000 2,000
Issued and fully paid
523,847,027 A shares of US$0.001 each

523,847,027 B shares of US$0.001 each
524

      524
524

       524
1,048 1,048

(ii)    Employee share option plan

There were no changes as to the employee share option plan during the three-month period ended 31 March 2015.

(iii)   Translation reserve

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

(iv)    Retained earnings

Retained earnings are available for distribution at each reporting date. No dividends were proposed, declared or paid during the three-month period ended 31 March 2015.

19.    LOANS AND BORROWINGS

31/3/15 31/12/14
US$ '000 US$ '000
Non-current liabilities
Secured bank loans 632,713 455,097
Current liabilities
Secured bank loans 30,335 231,297
Unsecured loans from other non-related companies 296 387
30,631 231,684

There were no material changes to loans during the quarter ended 31 March 2015 apart from the following:

The two year loan from VTB Bank which was received on 25 January 2013, with a maturity on 24 January 2015, by the Group's subsidiary Krown Investments LLC ("Krown") was reclassified to non-current liabilities. InJanuary 2015, prior to maturity, the subsidiary signed an addendum to the loan facility agreement with VTB Bank OJSC ("the Bank), extending the term of the loan to 26 January 2018. In addition to extending the term of the loan, the new addendum amended the payment schedule, interest rate conditions and introduced new covenants. The payment schedule anticipates repayments of the principal starting from the 4th quarter of 2015, while the new covenants include a "Debt Service Coverage Ratio" of 1.2 also applicable as from the 4th quarter of 2015 and a "Loan to Value ratio" of 65% applicable from January 2015. In line with the addendum, on 26th January 2015 Krown paid US$10 million to the Bank, being a partial repayment of the outstanding loan amount, thus reducing the total to US$195 million. Approximately 90% of the principal is to be paid at maturity.

20.     TRADE AND OTHER PAYABLES

31/3/15 31/12/14
US$ '000 US$ '000
Trade payables 7,439 8,654
Payables to related parties (note 24) 608 2,264
Amount payable to builders 7,706 7,626
VAT and other taxes payable 6,280 7,373
Other payables 2,478 2,299
24,511 28,216

Payables to related parties

Include an amount of US$28 thousand (31/12/14: US$1,465 thousand) payable to Danya Cebus Rus LLC, a related party of the Group, for contracts signed in relation to the construction of Group's projects.

21.        FINANCIAL INSTRUMENTS

Carrying amounts and fair values

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

Carrying amount Fair value
Non-current assets Current assets
Loans

Receivable
Trade and

other

receivables
Other

investments,

Including derivatives
Cash

and cash

 equivalents
Loans

receivable
Total Level 1 Level 2 Level 3 Total
31 March 2015 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Financial assets measured at fair value
Investment in listed debt securities - - 6,358 - - 6,358 6,358 - - 6,358
Financial assets not measured at fair value
Loans receivable 17,632 - - - 121 17,753
Trade and other receivables - 31,927 - - - 31,927
Cash and cash equivalents - - - 68,353 - 68,353
17,632 31,927 6,358 68,353 121 124,391
31 December 2014
Financial assets measured at fair value
Investment in listed debt securities - - 6,499 - - 6,499 6,499 - - 6,499
Financial assets not measured at fair value
Loans receivable 18,071 - - - 1 18,072
Trade and other receivables - 30,141 - - - 30,141
Cash and cash equivalents - - - 86,756 - 86,756
18,071 30,141 6,499 86,756 1 141,468
Carrying amount Fair value
Non-current liabilities Current liabilities
Interest bearing

loans and borrowings
Trade and

other

payables
Interest bearing loans and borrowings Total Level 1 Level 2 Level 3 Total
31 March 2015 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Financial liabilities not measured at fair value
Interest bearing loans and borrowings (632,713) - (30,631) (663,344) (728,516)
Trade and other payables - (18,231) - (18,231)
(632,713) (18,231) (30,631) (681,575)
31 December 2014
Financial liabilities not measured at fair value
Interest bearing loans and borrowings (455,097) - (231,684) (686,781) (735,004)
Trade and other payables - (20,843) - (20,843)
(455,097) (20,843) (231,684) (707,624)

22.     CONTINGENCIES

There are no any contingent liabilities as at 31 March 2015.

23.     FINANCIAL RISK MANAGEMENT

The Group's financial risk management objectives and policies are consistent with that disclosed in the consolidated financial statements as at and for the year ended 31 December 2014.

Russian business and economic environment

The Group's operations are primarily located in the Russian Federation. Consequently, the Group is exposed to the economic and financial markets of the Russian Federation which display characteristics of an emerging market. The legal, tax and regulatory frameworks continue development, but are subject to varying interpretations and frequent changes which together with other legal and fiscal impediments contribute to the challenges faced by entities operating in the Russian Federation.

The Russian economy continued to be in a state of stagnation. The economic growth rate showed a 2.2% decrease in the first quarter of 2015 compared to a decrease of 0.4% in the fourth quarter of 2014. International sanctions and oil prices continue to affect the economy with a predicted growth between minus 2.5% to 3.8% for 2015 fiscal year. The rouble stabilised and slightly recovered between March and May 2015 reaching the 50 rouble to a dollar mark in mid-May, supported by a recovery in oil prices, seasonal factors and a lighter debt repayment schedule.

The interim financial statements reflect management's assessment of the impact of the Russian business environment on the operations and the financial position of the Group. The future business environment may differ from management's assessment.

24.     RELATED PARTIES

31/3/15 31/12/14
(i)     Outstanding balances with related parties US$ '000 US$ '000
Assets
Amounts receivable from joint ventures 57 20
Amounts receivable from ultimate holding company 203 203
Amounts receivable from other related companies 130 164
Long term loans receivable from joint ventures 17,527 17,962
Short term loan receivable from joint venture 120 -
Liabilities
Amounts payable to joint ventures 9 131
Amounts payable to ultimate holding company 433 433
Amounts payable to other related companies 166 1,700
Deferred income from related company 150 156
(ii)    Transactions with key management personnel 1/1/15-

31/3/15
1/1/14-

31/3/14
US$ '000 US$ '000
Key management personnel compensation Short-term

employee benefits
707 2,000
Share option scheme expense 657 1,220

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

(iii)   Other related party transactions 1/1/15-

31/3/15
1/1/14-

31/3/14
US$ '000 US$ '000
Revenue
Related companies - rental income 217 375
Joint venture - consulting services 36 -
Joint venture - interest income 346 548
Expenses
Ultimate Holding Company - operating expenses 112 122
Joint venture - operating expenses 15 44
(iv)   Other related party transactions 1/1/15-

31/3/15
1/1/14-

31/3/14
US$ '000 US$ '000
Construction services capitalised or recognised in advances to builders
Related company - construction services 935 152

25.    SUBSEQUENT EVENTS

There were no material events that took place after the three month period end and until the date of the approval of these financial statements by the Board of Directors on 22 May 2015.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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