Arco Vara AS unaudited consolidated interim report for first quarter 2016

General information

As at 31 March 2016: the group comprised 23 companies, which is two less than at the end of year 2015. On 19 February 2016, the group’s subsidiary Fineprojekti OÜ was deregistered in Estonian Commercial Register, the liquidation process was started in 2014. The liquidation also resulted in derecognition of Romanian subsidiary Arco Capital Real Estate SRL from the group’s structure. The liquidation has no impact on the group’s net assets.

In Q1 2016, the group’s interest in Bulgarian real estate fund Arco Real Estate Fund REIT was increased from 70% up to 100% and the share capital of the fund was additionally increased by 77 thousand euros.

Significant subsidiaries

¹ - Non-controlling interest in Arco Real Estate SIA equals to the group’s total non-controlling interest

Key Performance Indicators 

·    In Q1 2016, the group’s revenue was 5.1 million euros, exceeding by 15% the revenue of first three months 2015, when revenue amounted to 4.4 million euros. Revenue increased in Development division, where revenue amounted to 4.4 million euros in first three months 2016 (in Q1 2015: 3.8 million euros). The revenue of Service division amounted to 0.7 million euros in Q1 2016, decreased by 4% compared to Q1 2015. However the external revenue (sales outside the group) of Service division increased by 6% in Q1 2016 compared to Q1 2015.

·    In first 3 months 2016, the group’s operating profit (=EBIT) was 1.2 million euros and net profit 1.1 million euros. In Q1 2015, the same figures were 0.9 million euros and 0.7 million euros respectively. Similarly to the revenue growth the EBIT of Q1 2016 came from Development division. Service division ended up Q1 2016 with the operating loss of 73 thousand euros, due to the continuing unprofitability of Estonian brokerage unit.

·    In Q1 2016, the group continued to decrease debt burden. Net loans decreased by 2.5 million euros in first 3 months 2016 down to the level of 9.5 million euros as at 31 March 2016. Total loans and borrowings amounted 11.4 million euros at 31 March 2016, decreased by 1.4 million euros through the quarter. As at 31 March 2016, the weighted average annual interest rate of loans was 5.7%. This is an increase by 0.7 percentage points compared to 31 December 2015. The average interest rate raised due to the bond issue conducted in January 2016 in amount of 1.12 million euros with the interest rate of 12% (significantly higher than average rate).

·    In Q1 2016, 68 apartments and 2 commercial spaces were sold in projects developed in the group. In Q1 2015, 48 apartments and 5 commercial spaces were sold.

Cash flows

FORMULAS USED

Earnings per share (EPS) = net profit attributable to owners of the parent / (weighted average number of ordinary shares outstanding during the period – own shares)
Invested capital = current interest-bearing liabilities + non-current liabilities + equity (at end of period)
Net loans = current interest-bearing liabilities + non-current liabilities – cash and cash equivalents – short-term investments in securities (at end of period)
Return on invested capital (ROIC) = past four quarters’ net profit / average invested capital
Return on equity (ROE) = past four quarters’ net profit / average equity
Return on assets (ROA) = past four quarters’ net profit / average total assets
Current ratio = current assets / current liabilities
Quick ratio = (current assets - inventory) / current liabilities
Financial leverage = total assets / equity
Number of staff at period-end = number of people working for the group under employment or authorization (service) contracts

Group Chief Executive’s review

Arco Vara is an international group involved in real estate development, brokerage and valuation services which generates net profit for its shareholders. Thankfully, the international scope and involvement in development as well as services are starting to show in quarterly and annual results, even though the undertaking is currently nanoscopic on the European scale and even for the Tallinn stock market, the company is considered a small company. 

The goal of the management is to double the activity volumes and profit of Arco Vara by the end of 2018 at the latest. Therefore, the results of the first quarter of 2016 are an example of a quarter which, according to the goal of the management, should be a relatively typical quarterly result for Arco Vara starting from 2018. The sales of the first quarter of 2016 were a little over five million euros and net profit a little over one million euros. This also emptied out the majority of our stock of development products which were created over the past year.

In order to double the activity volumes, the company must achieve a stable development and sales activity. In 2013–2015, we were involved in restarting the development business, resulting in mostly positive, if volatile quarterly results, whereas now the goal is constant development, constant sales, and constant profit.  All this is supported by the brand which is kept visible by the service division and data flow. Sales volumes and profit achievable in the future are possible only if we manage to launch and constantly maintain development projects which the clients want and can buy in the present. 

From the second quarter of 2016 to the end of the third quarter of 2017, the group must undergo a period of construction and pre-sales, when very little is happening for the income statement. The following quarterly results will be relatively modest in the financial sense.

Important developments: Kodulahe and Iztok Parkside

At present, we are involved in the construction and preliminary sales of Kodulahe residential area first stage in Tallinn and in the concurrent design, establishment of a detailed plan, and conclusion of the purchase transaction of the property at the Iztok Parkside project in Sofia. By the end of 2016, the construction and preliminary sales should also be underway at Iztok Parkside.

In recent years, Arco Vara has not developed two large residential developments in the construction stage at the same time. This will be a big challenge to the group’s team and cash flows. The expected revenue of the first stage of Kodulahe is approximately 16 million euros (130 apartments and business premises) and the expected revenue of Iztok Parkside is approximately 7 million euros (about 70 apartments and business premises). The expected profit margin of both projects meets the goal set for return on equity (ROE 20% per year) and for the development of both projects, it is critical to find financing solutions which enable – in the case of sufficient demand – to continue the development of second stage in Kodulahe project without delay, as well as the development of project X following Iztok Parkside in Sofia.    

At present, the management is satisfied with the tempo of preliminary sales at Kodulahe (we only consider notarized contracts with at least 10% down payment to be preliminary sales). I am also satisfied with the speed of development of the Iztok Parkside project, where we have developed the project so far without allocating significant equity to it. At the same time, only the completion of the acquisition transaction and obtaining the right of construction for the plot count, both of which are expected in the second quarter this year. 

Madrid Blvd

By the end of the first quarter, we have concluded one long-term lease contract for leasing nearly 500 square metre office premises, and six more leased premises sized 500-900 m2 are still vacant. The lease revenue currently earned on the building is a little lower than the interest expenses for the loan from Piraeus Bank. Despite some interest of various potential tenants, concluding long-term contracts with tenants of good quality has been slower than expected. The quality of lease revenue earned on the building is most important for us, regardless of whether we will sell the building at Madrid Blvd as an object of cash flow or continue to operate the house itself. The expectations for occupancy rate for 2016 and lease revenue for the current year must also be adjusted accordingly. At present, we can predict that at least 85% of vacant office premises will be leased by the end of this year.

As we sold two apartments (plus some parking spaces) in Madrid Blvd building in first quarter and one more in April, the balance of the bank loan on the building has dropped below 10 million euros by the publication date of interim report.

At the publication date of interim report, 23 apartments still remain to be sold at the building (GSA 2,539 m2), of which 15 apartments are leased out, as well as 111 parking spaces, and commercial and office premises (GLA 7,350 m2).  

Service division

The management is not satisfied with the results of service division. We are generating profit and growing in Bulgaria, bordering on profitability in Latvia, and generating a loss in Estonia. The management continues to carry out changes necessary in the Estonian division, involving better marketing, more effective brokerage and distribution of information, and better targeted general expenses. The management is expecting the Estonian division to become profitable by the end of 2016 at the latest.

Annual forecast

At the end of first quarter, the management sticks to his previously announced annual forecast: year 2016 revenue of 10.3 million euros and net profit of 0.8 million euros.
 

SERVICE DIVISION

In Q1 2016, revenue of service division was 748 thousand euros (in Q1 2015: 779 thousand euros), that included intra-group revenue of 77 thousand euros (in Q1 2015: 143 thousand euros). Revenue of service division from main services (real estate brokerage and valuation services) was 678 thousand euros in first three months 2016, decreased by 3% compared to the first quarter of previous year. In first quarter, revenue from main services increased only in Estonian brokerage agency, increasing by 8% compared to Q1 2015. The revenue from main services decreased in Latvian and Bulgarian real estate agency: decreasing by 3% and 21% respectively. The drop in the revenue of Bulgarian agency can be attributed to the decreased income from mediating the sales of the group’s own properties: 33 thousand euros in Q1 2016 and 100 thousand euros in Q1 2015.

Revenue of real estate agencies from brokerage and valuation

In Q1 2016, the Estonian agency has operated on a loss of 73 thousand euros (in Q1 2015: loss of 7 thousand euros). In Q1 2016, Latvian and Bulgarian agencies had small net profit of 1 thousand and 9 thousand euros, respectively. In Q1 2015, the Bulgarian agency earned net profit of 51 thousand euros and Latvian agency had a loss of 15 thousand euros.

In addition to brokerage and valuation services, the service division also provides real estate management services as well as accommodation service in Bulgaria. The revenue from real estate management was 27 thousand euros in first three months 2016, 23 thousand euros of which was intra-group revenue (in Q1 2015: 41 thousand and 28 thousand euros, respectively). Revenue from accommodation services amounted to 30 thousand euros in Q1 2016 (in Q1 2015: 23 thousand euros). 

The number of staff in service division has been increased to 176 employees in first three months of 2016, this is 11 people more compared to year end 2015. The number of staff is increased in all three countries.

DEVELOPMENT DIVISION

In Q1 2016, revenue of development division totalled 4,412 thousand euros (in Q1 2015: 3,782 thousand euros). The development division revenue was higher than usual quarterly revenue because of the sale of properties in the group’s own development projects: amounting to 4,305 thousand euros in Q1 2016 and 3,505 thousand euros in Q1 2015.

Most of the remaining revenue of development division consist of rental income from commercial and office premises in Madrid Blvd building in Sofia, amounted to 76 thousand euros in Q1 2016 (237 thousand euros in Q1 2015). Rental income has decreased compared to previous year due to conclusion of rental agreement with anchor tenant and the renovation works of rental spaces in Q4 2015. The rental space that was previously rented out for one anchor tenant is now divided into 7 separate spaces. The search of new tenants is ongoing, first rental agreement is concluded by the publication date of interim report. The rental income is planned to recover on the previous level by the end of year 2016.  

In Q1 2016, operating profit of development division was 1,386 thousand euros, 966 thousand euros of operating profit was earned in Q1 2015.

In Q1 2016, handing over the apartments to the clients and concluding final sales in third stage (block D) apartment building of Manastirski Livadi project in Sofia has been continued. The process started in the end of December 2015. In Q1 2016, sale of 66 apartments and 1 commercial space were concluded. As at 31 March 2016, one apartment and seven commercial spaces were left unsold. By the publication date of interim report, the last apartment and also an additional commercial space have been sold.

In Q1 2016, one commercial space has been sold in second stage (Block AB) of Manastirski Livadi project and one more left unsold. All apartments and parking places are sold in this building.

As at 31 March 2016, 26 apartments remained unsold in Madrid Blvd complex in Sofia. In Q1 2016, sales were concluded for two apartments presold at the end of 2015. In 2016, 3 more apartments have been pre-sold, final sales will be in second quarter 2016. 15 apartments, out of all Madrid Blvd unsold apartments, are rented out as accommodation service. Unsold 111 parking places are also rented out.

In first three months 2016, 68 apartments and 2 commercial spaces were sold in the group’s Bulgarian projects (in Q1 2015: 48 apartments and 5 commercial spaces).

In March 2016, the construction of first stage apartment building (with 125 apartments and 5 commercial spaces) in Kodulahe project was started in Tallinn.  By the publishing date of the interim report, first 30 apartment presale agreements have been concluded. The construction of the apartment building should finalize at the beginning of summer 2017.

In Latvia, 14 Marsili residential plots are not sold yet. A presale agreement for one of these plots was concluded in December 2015, the final sale should be concluded in Q2 2016.

As at 31 March 2016, 5 people were employed in development division, the same number as at the end of year 2015.

SUMMARY TABLE OF ARCO VARA’S ACTIVE PROJECTS AS AT 31 MARCH 2016

Note: Value presented inbetween < > means future target value as the project is in early (S1, S2) development stage and the building rights or the design have not been finished yet. The table does not reflect sellable or lettable volumes below grade including parking spaces and storages. The table does not provide complete overview of the group’s land bank.   

Description of stages

S1: Land plot acquired
S2: Building Rights Procedure
S3: Design and Preparation Works
S4: Construction
S5: Marketing and Sale
S6: Facility Management and/or Lease 

PEOPLE

As at 31 March 2016, 189 people worked for the group (178 as at 31 December 2015). Employee remuneration expenses in first three months 2016 amounted to 0.7 million euros (in Q1 2015: 0.6 million euros).

The remuneration of the member of the management board/chief executive and the members of the supervisory board of the group’s parent company including social security charges in Q1 2016 amounted to 28 thousand euros (25 thousand euros in Q1 2015).

MANAGEMENT BOARD AND SUPERVISORY COUNCIL

The management board of Arco Vara AS has one member. Since 22 October 2012, the member of the management board and chief executive of Arco Vara AS has been Tarmo Sild. The mandate of the chief executive was prolonged by 3 years (until October 2018) on the supervisory board meeting held in September 2015.

The supervisory board of Arco Vara AS has 5 members. Since 10 February 2015, supervisory board comprise: Hillar-Peeter Luitsalu (the chairman), Allar Niinepuu, Rain Lõhmus, Steven Yaroslav Gorelik and Kert Keskpaik.

More information on key persons of Arco Vara you can find on company’s corporate web page www.arcorealestate.com.

DESCRIPTION OF THE MAIN RISKS

Strategic risk

Most of the group’s equity is placed in real estate development. The group is focused mainly on residential real estate development where development cycle lasts for years consisting of detail planning, designing, construction and sale - starts from purchase of land plot and finishes with the sale of end products to customers. The equity is invested mainly in starting phase of the cycle (purchase of land) on the assumption that there will be a demand for certain products in the future. Considering that the demand for development product is largely based on forecast and not on transaction then the main risk for the group is investing equity to the development product for which there is no demand in the future.

For mitigating the risk: (i) the group invests equity into different development project in different markets (in 2016, in Sofia and Tallinn), (ii) monitoring current demand and supply in its home markets and (iii) makes efforts to narrow the time between moment of investment and moment of the demand is rising - signing pre-agreements with clients, purchases land without using equity or postpones it using project financing alternatives there equity placement is not necessary. 

Credit risk

The group’s credit risk arises mainly from two sources: real estate development activities and reliability of the banks where bank deposits are placed. As on real estate transactions a lot of counterparty financing goes through banks, co-operation with financing banks is common to mitigate counterparty risk. And not all cash and cash equivalents are placed on the same banking group. As a consequence, the group considers credit risk as substantially mitigated.

Liquidity and interest rate risks

The base currency of all of the group’s loan agreements is euro and the base interest rate is 3 or 6 months EURIBOR. As a result, the group is exposed to developments on the international capital markets. The group does not use hedging instruments to mitigate its long-term interest rate risk. In first 3 months 2016, the group’s interest-bearing liabilities have decreased by 1.4 million euros and at 31 March 2016 amounted to 11.4 million euros, of which only 0.1 million euros is due within next 12 months. At the same time, the group’s cash and cash equivalents totalled 1.9 million euros as at 31 March 2016 (at 31 December 2015: 0.7 million euros). In Q1 2016, interest payments on interest-bearing liabilities totalled 0.2 million euros (in Q1 2015: 0.3 million euros). The group’s weighted average loan interest rate was 5.7% as at 31 March 2016. This is an increase by 0.7 percentage points compared to the end of year 2015. The reason for the increase is bonds issued in January 2016, the bonds bear significantly higher than average interest rate.

Currency risk

Purchase and sales contracts of provided services are mostly signed in local currencies: euros (EUR) or Bulgarian lev (BGN). Real estate sales are mostly nominated in euros, as a result of which the group’s assets and liabilities structure does not denote a significant currency risk. The group is not protected against currency devaluations. Most liquid funds are held in demand or short-term deposits denominated in euros. 

Share and shareholders

Arco Vara AS has issued a total of 6,117,012 ordinary shares with nominal value of 0.7 euros per share. The shares are freely traded on NASDAQ Tallinn stock exchange. As at 31 March 2016, the company had 1,579 shareholders (at 31 December 2015: 1,600) including 1,365 individuals as shareholders (at 31 December 2015: 1,381 individuals). The share price closed at 1.14 euros. The price has decreased by 1% within 3 months 2016 (closing price at the end of 2015 was 1.15 euros). During the period, the highest price per share was 1.15 euros and lowest price 1.03 euros. As at 31 March 2016, market capitalization of shares amounted to 6,973 thousand euros, P/E ratio of the share was 8.8 and P/B ratio 0.66 (at 31 December 2015: 7,035 thousand euros, 15.8 and 0.73, respectively).

¹ - Steven Yaroslav Gorelik is active as fund manager in three investment funds holding interest in Arco Vara (Firebird Republics Fund Ltd, Firebird Avrora Fund Ltd and Firebird Fund L.P) of 692,750 shares (total of 11.3% interest). 

Condensed consolidated interim financial statements

Consolidated statement of comprehensive income

Consolidated statement of financial position 

Consolidated statement of cash flows 

Consolidated statement of changes in equity

         Contact information:
         Marek Pontus
         CFO
         Arco Vara AS
         Tel: +372 614 4662
         marek.pontus@arcovara.ee
         www.arcorealestate.com