28th May 2015 17:22
Kimberly Enterprises N.V.
('Kimberly' or 'the Company')
Results for the three month period ended 31 March 2015
Kimberly Enterprises N.V., the AIM-listed Central and Eastern European property developer (KBE: L), announces its unaudited results for the three month period ended 31 March 2015. These quarterly results are being published by Engel Resources and Development Ltd. ("ERD"), the parent company of the Company's immediate parent company, Engel General Developers Ltd. ("EGD"), as required by the Tel Aviv Stock Exchange.
Financial Summary
| For the three months ended 31 March 2015 | For the year ended 31 December 2014 |
| Thousands Euro | |
Net liabilities | (35.202) | (31.146) |
NAV/share (Euro) | (0.40) | (0.35) |
Revenue | 33 | 387 |
Change in fair value of investment property | - | (1,667) |
Write-down of inventory | - | (342) |
Gross loss | (20) | (1,880) |
Other loss | - | (320) |
Operating loss | (210) | (2,532) |
Net financing costs | (3,593) | (7,793) |
Share of profit (loss) of equity-accounted investments, net of tax | 55 | (55) |
Loss before tax | (3,748) | (10,380) |
Loss after tax | (3,748) | (10,381) |
Loss per share (Euro) | (0.043) | (0.118) |
"Kimberly is focusing on realising the assets that are part of the joint ventures with Heitman, concluding the sales of apartments in finished projects in Prague and Warsaw and finding strategic partner for the Marina Dorcol project in Serbia.
Kimberly's main target is to try and meet its obligations towards its creditors and to reach a payments schedule with Engel Resources and Development Ltd. ("ERD") in order to repay the Group's outstanding loans from ERD."
Liron Or, CEO of Kimberly Enterprises N.V.
Enquiries:
Kimberly Enterprises N.V. |
|
Assaf Vardimon
| Tel: +31 (0) 20 778 4141 |
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Cairn Financial Advisers LLP (Nomad) |
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Sandy Jamieson | Tel: +44 (0) 207 148 7900 |
Financial Position
The condensed consolidated interim financial statements have been prepared on a going concern basis, which assumes that the Group will be able to raise funding to meet its obligations to the banks, its employees and service providers, as disclosed in note 5.a.
The financial position of the Group remains weak and is not certain that it will be able to meet its obligations to its employees and service providers as they fall due.
Since January 2011, the Group has been in breach of the obligation to make the lease payments for Marina Dorcol. During the reporting period, the management recorded an expense of EUR 832 thousands (as a result of the lease interest and inflation) on the unpaid overdue lease contracted payments.
At 31 March 2015, the Group is in breach of EUR 22.7 million. After the reporting date, the Company further breached its obligation to pay by an additional amount of EUR 0.1 million.
Following the above, the municipality initiated several claims during recent periods to collect those debts.
In the event that it does not settle the debt, the Company is exposed to the following sanctions and risks:
· Termination of the lease contracts which will cause the loss of the right to use of land;
· Should any party commence bankruptcy procedure against Marina Dorcol, the Company would lose control of Marina Dorcol and would be exposed to uncertainty with respect to compensation from the bankruptcy estate, since the Company will be in the "last row of creditors".
In the event that the Serbian municipality decides to terminate the lease contract, it has to give to the Company a written notice of its intention to do so and detail the reasons for the termination. The Company will have 90 days to remedy the breach in order to avoid the agreement termination (i.e. perform the payment obligation, and if it fails to do so the municipality is entitled to terminate the agreement).
In the event that the Company does not accept the reasons for the termination, they should initiate a procedure before the Commercial Court in Belgrade for the determination of the validity of the request for the termination and whether the request is based on valid legal and commercial reasons.
In the event of termination, the final result of termination would be the restitution of the amounts paid by the Group in respect of Marina Dorcol based on the agreements with the municipality, decreased with the amount of compensation for usage of such land for the period of duration of lease and for compensation of damages which occurred for the municipality, if any.
However, the management of the Company estimates, inter alia, based on its legal advisor that it is not likely that the Serbian municipality will act to terminate the agreement between the parties and/or that bankruptcy procedure against Marina Dorcol will commence. The Group is currently in the process of negotiation with the municipality of Belgrade to restructure the liability.
Management considers it is unlikely that some of the projects related to the joint ventures will generate sufficient cash inflows to repay all obligations when they fall due.
In order to manage its financial situation, the Company approached Engel Resources and Development Ltd. ("ERD"), the parent company of the Company's immediate parent company, Engel General Developers Ltd. ("EGD"), to provide additional financial assistance to fund the Company's immediate liabilities.
During the reporting period, ERD provided several bridge loans for a total amount of EUR 257 thousands. After the reporting date, the Company received additional loans from ERD for a total amount of EUR 47 thousands.
The management is also examining other solutions (such as asset realisations) to fund the Company's immediate liabilities and to stabilise its financial position.
At 31 March 2015, the Group has current liabilities totalling EUR 59,713 thousands, which exceeds its current assets amounting to EUR 178 thousands and a negative equity which amounts to EUR 35,202 thousands.
Management believes that the above mentioned conditions indicate the existence of material uncertainties which cast significant doubt on the Group's ability to continue as a going concern.
Should the going concern assumption not be appropriate, adjustments would have to be made to reflect a situation where the assets may need to be realised other than in the normal course of business and at amounts which could differ significantly from the amounts stated in the condensed consolidated interim financial statements.
After the reporting period, the jointly controlled entities, Arces and ENMAN, repaid part of the loans granted by the Company in the total amount of EUR 4,645 thousands. The amount was generated following the sale of the plot in Troja (see note 8.b.vi.1) and other funds generated from sales of assets in Poland and Czech Republic.
An amount of EUR 4,000 thousands was used to repay part of the loans granted by ERD (see note 6.c) while the remainder was used to repay the overdue liabilities of the Company and to finance the Group operational activity in the upcoming few months.
Trading Performance
1. As previously reported , on 22 January 2015, the Company signed an agreement to sell a plot designed for residential purposes in Czech Republic ("Troja") for a total cash consideration of CZK 195 million (approximately EUR 7 million).
After the reporting period, the disposal agreement has been finalised and completed following which the Company is expecting to recognise a profit before tax on income in the amount of EUR 0.5 million (which will be booked under the "share of loss of equity-accounted investments, net of tax").
The net proceeds of the disposal are EUR 6 million (the Company's share is EUR 3 million) and were distributed to the joint venture partners in Troja after the reporting period.
2. In the line with the Company's strategy, the Company has signed an LOI in order to sell the plot designed for the second phase of the Veleslavin project in Czech Republic for the total consideration of CZK 63 million (approximately EUR 2.3 million). A further announcement will be made in due course.
3. After the reporting period, the Company, ERD and Eurobul signed a new amendment to the agreements which were signed on 30 July 2009. The main points of the amendment are as follows:
· The Company agreed to repay ERD a total amount of EUR 4 million from the recent distributions generated from Arces and ENMAN (see note 8).
· The Company agrees to set a repayment framework of an additional EUR 1.3 million which will be repaid from future proceeds which the Company will be entitled to.
· All future repayments are subject to keeping the necessary funds in the Company and Eurobul in order the companies to meet their obligations to their employees and service providers as they fall due.
· The parties agree also that all the net future proceeds generated from the Company's assets in Canada will be used to repay the outstanding debts of the Company and Eurobul toward ERD.
4. After the reporting period, MLP sold one of the plots ("Cavendish") for a total cash consideration of CAD 3.05 million (approximately EUR 2.2 million).
MLP is expecting to recognise a profit before tax on income in the amount of EUR 0.4 million (the Company's share is EUR 80 thousands which will be booked under the "share of loss of equity-accounted investments, net of tax").
Based on prior agreements with ERD all the net future proceeds generated from the Company's assets in Canada will be used to repay the outstanding debts of the Company and Eurobul to ERD.
Condensed consolidated statement of financial position
| 31 March | 31 December |
| 2015 | 2014 |
| Thousands Euro | |
ASSETS |
|
|
Cash and cash equivalents | 20 | 15 |
Prepayments and other assets | 158 | 161 |
Current assets | 178 | 176 |
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Inventories of land | 9,443 | 9,375 |
Investment property | 18,393 | 18,280 |
Property and equipment | 4 | 3 |
Equity-accounted investment | 156 | 104 |
Loans and amounts to related parties | 7,648 | 7,546 |
Non-current assets | 35,644 | 35,308 |
Total assets | 35,822 | 35,484 |
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LIABILITIES |
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Interest-bearing loans from bank | 1,294 | 1,284 |
Current portion of finance lease liability | 28,444 | 27,158 |
Loans and amounts due to related parties and joint ventures | 28,380 | 25,474 |
Trade payables | 633 | 624 |
Other payables | 590 | 613 |
Provisions | 365 | 319 |
Current tax liabilities | 7 | 7 |
Current liabilities | 59,713 | 55,479 |
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Interest-bearing loans from bank | 1,606 | 1,668 |
Finance lease liability | 9,705 | 9,483 |
Non-current liabilities | 11,311 | 11,151 |
Total liabilities | 71,024 | 66,630 |
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EQUITY |
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Share capital | 878 | 878 |
Share premium | 39,298 | 39,298 |
Accumulated losses | (76,946) | (73,256) |
Reserves | 2,643 | 2,941 |
Equity attributable to owners of the Company | (34,127) | (30,139) |
Non-controlling interests | (1,075) | (1,007) |
Total equity | (35,202) | (31,146) |
Total liabilities and equity | 35,822 | 35,484 |
Condensed consolidated statements of profit or loss
| For the three months ended 31 March | |
| 2015 | 2014 |
| Thousands Euro | |
|
|
|
Revenue | 33 | 62 |
Cost of sales | (53) | (63) |
|
|
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Gross loss | (20) | (1) |
|
|
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General and administrative expenses | (190) | (224) |
|
|
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Operating loss | (210) | (225) |
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Net foreign exchange income (loss) | (2,418) | 50 |
Finance income | 130 | 131 |
Finance costs | (1,305) | (1,313) |
Net finance costs | (3,593) | (1,132) |
|
|
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Share of profit (loss) of equity-accounted investments, net of tax | 55 | (328) |
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Loss for the period | (3,748) | (1,685) |
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Loss attributable to: |
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Owners of the Company | (3,690) | (1,617) |
Non-controlling interests | (58) | (68) |
Loss for the period | (3,748) | (1,685) |
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Loss per share: |
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Basic loss per share (Euro) | (0.043) | (0.019) |
Diluted loss per share (Euro) | (0.043) | (0.019) |
Condensed consolidated statement of comprehensive income
| For the three months ended 31 March | |
| 2015 | 2014 |
| Thousands Euro | |
|
|
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Loss for the period | (3,748) | (1,685) |
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Other comprehensive income: |
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|
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Items that may be reclassified subsequently to profit or loss: |
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Foreign operations - foreign currency translation differences | (308) | 84 |
Total comprehensive loss for the period | (4,056) | (1,601) |
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Total comprehensive loss attributable to: |
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Owners of the Company | (3,988) | (1,540) |
Non-controlling interests | (68) | (61) |
Total comprehensive loss for the period | (4,056) | (1,601) |
Condensed consolidated statement of changes in equity
| Attributable to owners of the Company |
| |||||
| Share capital | Share premium | Translation and capital reserve | Accumulated losses | Total | Non-controlling interests | Total equity |
| Thousands Euro | ||||||
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Balance at 1 January 2014 | 878 | 39,298 | 1,445 | (63,304) | (21,683) | (648) | (22,331) |
Other comprehensive income for the period | - | - | 77 | - | 77 | 7 | 84 |
Loss for the period | - | - | - | (1,617) | (1,617) | (68) | (1,685) |
Balance at 31 March 2014 | 878 | 39,298 | 1,522 | (64,921) | (23,223) | (709) | (23,932) |
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Balance at 1 January 2015 | 878 | 39,298 | 2,941 | (73,256) | (30,139) | (1,007) | (31,146) |
Other comprehensive loss for the period | - | - | (298) | - | (298) | (10) | (308) |
Loss for the period | - | - | - | (3,690) | (3,690) | (58) | (3,748) |
Balance at 31 March 2015 | 878 | 39,298 | 2,643 | (76,946) | (34,127) | (1,075) | (35,202) |
Condensed consolidated statement of cash flows
| For the three months ended 31March | |
| 2015 | 2014 |
| Thousands Euro | |
Cash flows from operating activities |
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Loss for the period | (3,748) | (1,685) |
Adjustments for: |
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- Net finance costs | 3,593 | 1,132 |
- Share of loss (profit) of equity-accounted investments, net of tax | (55) | 328 |
| (210) | (225) |
Change in: |
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- Prepayments and other assets | 17 | (1) |
- Trade payables | 12 | 31 |
- Other payables | (34) | 4 |
Cash used in operating activities | (215) | (191) |
Interest paid | (13) | - |
Interest received | - | 95 |
Net cash used in operating activities | (228) | (96) |
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Cash flows from investing activities |
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Acquisition of property and equipment | - | (1) |
Short term loans and amounts granted to related parties | (10) | (41) |
Short term loans and amounts repaid by related parties | 51 | 25 |
Net cash from (used in) investing activities | 41 | (17) |
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Cash flows from financing activities |
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Short term interest-bearing loan repaid to bank | (67) | - |
Loans and amounts received from related parties and other | 259 | 181 |
Loans and amounts repaid to related parties and other | - | (52) |
Net cash from financing activities | 192 | 129 |
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Net increase in cash and cash equivalents | 5 | 16 |
Cash and cash equivalents at 1 January | 15 | 19 |
Cash and cash equivalents at 31 March | 20 | 35 |
Notes to the condensed consolidated interim financial statements
NOTE 1 - REPORTING ENTITY
Kimberly Enterprises N.V. (the "Company") is a company domiciled in The Netherlands. These condensed consolidated interim financial statements ("interim financial statements") as at and for the three months ended 31 March 2015 comprise the Company, its subsidiaries and the Group's interests in associates and joint ventures (together referred to as the "Group").
The Group is primarily involved in developing, holding and selling real estate assets in Eastern Europe.
The Company has been listed on the Alternative Investment Market ("AIM") of the London Stock Exchange, United Kingdom since 15 December 2005.
Copies of these condensed consolidated interim financial statements of the Group are available on the Company's website (www.kimberly-enterprises.com) and upon request from the Company's registered office.
NOTE 2 - BASIS OF ACCOUNTING
These interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU. They do not include all 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.
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.
These interim financial statements were authorised for issue by Company's Board of Directors on 18 May 2015.
NOTE 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 and liabilities, income and expense. Actual results may differ from these estimates.
The significant judgements 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.
NOTE 4 - GOING CONCERN
The condensed consolidated interim financial statements have been prepared on a going concern basis, which assumes that the Group will be able to raise funding to meet its obligations to the banks, its employees and service providers, as disclosed in note 5.a.
The financial position of the Group remains weak and is not certain that it will be able to meet its obligations to its employees and service providers as they fall due.
Since January 2011, the Group has been in breach of the obligation to make the lease payments for Marina Dorcol. During the reporting period, the management recorded an expense of EUR 832 thousands (as a result ofthe lease interest and inflation) on the unpaid overdue lease contracted payments.
At 31 March 2015, the Group is in breach of EUR 22.7 million. After the reporting date, the Company further breached its obligation to pay by an additional amount of EUR 0.1 million.
Following the above, the municipality initiated several claims during recent periods to collect those debts.
In the event that it does not settle the debt, the Company is exposed to the following sanctions and risks:
· Termination of the lease contracts which will cause the loss of the right to use of land;
· Should any party commence bankruptcy procedure against Marina Dorcol, the Company would lose control of Marina Dorcol and would be exposed to uncertainty with respect to compensation from the bankruptcy estate, since the Company will be in the "last row of creditors".
In the event that the Serbian municipality decides to terminate the lease contract, it has to give to the Company a written notice of its intention to do so and detail the reasons for the termination. The Company will have 90 days to remedy the breach in order to avoid the agreement termination (i.e. perform the payment obligation, and if it fails to do so the municipality is entitled to terminate the agreement).
In the event that the Company does not accept the reasons for the termination, they should initiate a procedure before the Commercial Court in Belgrade for the determination of the validity of the request for the termination and whether the request is based on valid legal and commercial reasons.
In the event of termination, the final result of termination would be the restitution of the amounts paid by the Group in respect of Marina Dorcol based on the agreements with the municipality, decreased with the amount of compensation for usage of such land for the period of duration of lease and for compensation of damages which occurred for the municipality, if any.
However, the management of the Company estimates, inter alia, based on its legal advisor that it is not likely that the Serbian municipality will act to terminate the agreement between the parties and/or that bankruptcy procedure against Marina Dorcol will commence. The Group is currently in the process of negotiation with the municipality of Belgrade to restructure the liability.
Management considers it is unlikely that some of the projects related to the joint ventures will generate sufficient cash inflows to repay all obligations when they fall due.
In order to manage its financial situation, the Company approached Engel Resources and Development Ltd. ("ERD"), the parent company of the Company's immediate parent company, Engel General Developers Ltd. ("EGD"), to provide additional financial assistance to fund the Company's immediate liabilities.
During the reporting period, ERD provided several bridge loans for a total amount of EUR 257 thousands. After the reporting date, the Company received additional loans from ERD for a total amount of EUR 47 thousands.
The management is also examining other solutions (such as asset realisations) to fund the Company's immediate liabilities and to stabilise its financial position.
At 31 March 2015, the Group has current liabilities totalling EUR 59,713 thousands, which exceeds its current assets amounting to EUR 178 thousands and a negative equity which amounts to EUR 35,202 thousands.
Management believes that the above mentioned conditions indicate the existence of material uncertainties which cast significant doubt on the Group's ability to continue as a going concern.
Should the going concern assumption not be appropriate, adjustments would have to be made to reflect a situation where the assets may need to be realised other than in the normal course of business and at amounts which could differ significantly from the amounts stated in the condensed consolidated interim financial statements.
After the reporting period, the jointly controlled entities, Arces and ENMAN, repaid part of the loans granted by the Company in the total amount of EUR 4,645 thousands. The amount was generated following the sale of the plot in Troja (see note 8.b.vi.1) and other funds generated from sales of assets in Poland and Czech Republic.
An amount of EUR 4,000 thousands was used to repay part of the loans granted by ERD (see note 6.c) while the remainder was used to repay the overdue liabilities of the Company and to finance the Group operational activity in the upcoming few months.
NOTE 5 - FINANCIAL RISK MANAGEMENT
All the aspects of 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.
a. Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation.
The Group relies on external funding to finance its current and future development projects. Future acquisitions of investment properties and land designated for residential projects and the ability of the Group to expand its operations is partly dependent on its ability to obtain future bank financing. The Group intends to repay its existing bank loans from its operating activity (mainly sales of housing units and undeveloped plots). Despite the tightening of the availability of credit, the Group has so far been able to secure additional project funding when needed largely because the Group's bank financing is project-specific and generally secured by the physical assets of the relevant project company. However, there is no assurance that banks will provide funding for new projects or prolong overdue loans, see note 4.
See note 4 which includes the group going concern analysis and describes the financial difficulties and liquidity risks.
Whilst in the past financing banks have agreed to prolong existing loan facilities of the Company and its joint ventures project's subsidiaries, there is no assurance that these banks will be prepared to extend existing loan facilities beyond currently committed maturity dates. In the event that a bank is not willing to extend a project loan, it has the option to call in its security. In most cases these loans are secured by the assets they are financing.
b. Carrying amounts and fair values
The carrying amounts of certain financial assets and liabilities, including cash and cash equivalents, prepayments and other assets, trade payables and other payables are the same or proximate to their fair value.
The fair values of the other assets and liabilities, together with the carrying amounts shown in the statement of financial position, are as follows:
| 31 March 2015 | 31 December 2014 | ||
| Carrying | Fair | Carrying | Fair |
| amount | value | amount | value |
| Thousands Euro | |||
Total financial assets |
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|
|
Loans and amounts to related parties | 10,422 | 7,585 | 10,224 | 7,478 |
| 10,422 | 7,585 | 10,224 | 7,478 |
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Total financial liabilities |
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Interest-bearing loans from bank | 2,900 | 2,906 | 2,952 | 2,918 |
Loans and amounts due to related parties and joint ventures | 28,380 | 28,445 | 25,474 | 25,684 |
Finance lease liability | 38,149 | 37,355 | 36,641 | 35,853 |
| 69,429 | 68,706 | 65,067 | 64,455 |
Reconciliation of the financial assets carrying amounts:
| 31 March 2015 | 31 December 2014 |
| Thousands Euro | |
Loans and amounts to related parties | 10,422 | 10,224 |
Net of impairment due to negative investment | (2,774) | (2,678) |
Consolidated loans and amounts to related parties | 7,648 | 7,546 |
The fair value floating rate interest-bearing loans from bank, has been calculated using market interest rate of 4.75% taking into consideration the specific loans conditions (securities provided, currency, etc.).
The fair value loans and amounts due to related parties and joint ventures have been calculated using market interest rate of 6.95% taking into consideration the specific loans conditions (securities provided, currency, etc.).
The fair value of short term receivables and payables expected to be settled within 12 months was deemed to be equal to their carrying amounts.
The fair value of the finance lease liability has been calculated using market interest rate estimated 7%.
NOTE 6 - RELATED PARTIES
a. Related party transactions
1. Support due to the Company's financial situation
In order to manage its financial situation the Company has requested ERD, the parent company of the Company's immediate parent company, Engel General Developers Ltd., to provide additional financial assistance to fund the Company's immediate liabilities.
During the reporting period, ERD provided several bridge loans for a total amount of EUR 257 thousands. After the reporting date, the Company received additional loans from ERD for a total amount of EUR 47 thousands.
2. Trading transactions
Operating results
The revenue in the amount of EUR 33 thousands in the consolidated statement of profit and loss comprise of management fee charges from the joint venture of Arces and ENMAN. The related cost in the amount of EUR 53 thousands is presented under cost of sales.
Finance income and finance costs
· Loans granted to the Group by ERD
- The Group's finance costs over the loans granted by ERD were not material at the period due to weakening of the consumer price index in Israel (-1.6%) which eliminated most of the loans interest expense.
- The Group recognised a loss in the amount of EUR 2.6 million under net foreign exchange loss due to the weakness of the EUR vs. the ILS (-9.5%) during the reporting period.
· Other finance income
- Finance income of EUR 130 thousands in the consolidated statement of profit or loss relates to interest on given loans to the Company's joint ventures.
b. Securities and support provided by parent company
At 31 March 2015, bank loans in the total amount of EUR 2,900 thousands, granted to a wholly controlled entity EURO-BUL Ltd. ("Eurobul"), are being secured by guarantees provided by ERD.
In September 2014, ERD and Eurobul reached an agreement ("agreement") with the lender bank to restructure the overdue loan granted to Eurobul.
The new bank loans are being secured by guarantees provided by ERD to the lender bank.
During the reporting period, as part of the above agreement with the lender bank, ERD repaid an additional amount of EUR 80 thousands. The amount was recorded as loan which was provided by ERD.
c. Subsequent event
After the reporting period, the Company, ERD and Eurobul signed a new amendment to the agreements which were signed on 30 July 2009. The main points of the amendment are as follows:
· The Company agreed to repay ERD a total amount of EUR 4 million from the recent distributions generated from Arces and ENMAN (see note 8).
· The Company agrees to set a repayment framework of an additional EUR 1.3 million which will be repaid from future proceeds which the Company will be entitled to.
· All future repayments are subject to keeping the necessary funds in the Company and Eurobul in order the companies to meet their obligations to their employees and service providers as they fall due.
· The parties agree also that all the net future proceeds generated from the Company's assets in Canada will be used to repay the outstanding debts of the Company and Eurobul toward ERD.
d. Directors
As of 31 March 2015, the Company has 4 directors (31 December 2014: 4 directors).
NOTE 7 - OPERATING SEGMENTS
Basis of segmentation
The Group's CEO (the chief operating decision maker) considers the whole operation as one operating segment while trying to ensure sufficient liquidity to meet the liabilities when due. The liquidity issues the Group and its joint ventures are currently facing create a more general decision making process which is different from a company or group of companies operating in a liquid position, hence, the Group's CEO no longer makes decisions about resources and reviews operating results of business activities based on the previous separation of segments.
NOTE 8 - INVESTMENT AND LOANS IN EQUITY-ACCOUNTED INVESTMENTS
At 31 March 2015, the Company holds interests in the following joint ventures:
a. Arces International B.V. ("Arces").
b. ENMAN B.V. ("ENMAN").
c. Montreal Residential Holdings Master Limited Partnership ("MLP").
None of the Group's equity-accounted investments are publicly listed entities and consequently do not have published price quotations.
a. Arces International B.V.
Arces International B.V. ("Arces") - a holding company domiciled in The Netherlands. The Company and HCEPP II Luxembourg Master S.à r.l ("Heitman") each hold 50% of Arces' issued share capital.
Arces was incorporated with the purpose of investment in real estate development project companies in Eastern Europe. Arces has investments in Poland, Hungary and the Czech Republic.
The following table summarises the financial information of Arces as included in its own consolidated financial statements (figures in the table represent 100% of the joint venture consolidated figures). The table also reconciles the summarised financial information to the carrying amount of the Group's interest in Arces.
| 31 March | 31 December |
| 2015 | 2014 |
| Thousands Euro | |
Percentage ownership interest | 50% | 50% |
Current assets (including cash and cash equivalent in the amounts of EUR 2,880 thousands at 31 March 2015 and EUR 2,559 thousands at 31 December 2014) | 4,856 | 4,780 |
Non-current assets | - | 4 |
Current liabilities (including loans and amounts due to related parties in the amounts of EUR 3,004 thousands at 31 March 2015 and EUR 2,903 thousands at 31 December 2014) | (7,064) | (6,947) |
Non-current liabilities | (2) | - |
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|
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Net liabilities (100%) | (2,210) | (2,163) |
Group's share of the net liabilities (ii) | - | - |
Loans granted by the Company, net of impairment (i,iii) | 1,179 | 1,126 |
Net investment and loans | 1,179 | 1,126 |
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|
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Revenue | 372 | 787 |
Cost of sales | (347) | (627) |
Write down of inventory | - | (315) |
Selling, general and administrative expenses | (42) | (597) |
Other income | - | 448 |
Net foreign exchange income (loss) | 134 | (126) |
Finance costs | (102) | (400) |
Income tax benefit (expense) | (6) | 19 |
Profit (loss) for the period (100%) | 9 | (811) |
Other comprehensive income (loss): |
|
|
Foreign operations - foreign currency translation differences | (56) | 81 |
Total comprehensive loss for the period (100%) | (47) | (730) |
Profit (loss) relating to loans granted by the Company and being part of the net investment (i) | 5 | (406) |
Group's share of profit (loss) for the period (ii) | - | - |
The Group's share of profit (loss) of equity-accounted investments, net | 5 | (406) |
|
|
|
Group's share of other comprehensive income (loss) | (29) | 41 |
Comments in respect to the investment in Arces:
i. Due to the joint venture continuing to accumulate losses the Company recognised a loss related to given loan to Arces that is part of the net investment and presents the loss as share of profit (loss) of equity-accounted investments in the statement of profit or loss.
ii. The Company did not provide any guarantees for the joint venture and has not incurred legal and constructive obligation on behalf of the JV; therefore losses are accounted only until the Company's interest is reduced to zero.
iii. Loans granted by the Company to the joint venture -
· Denominated in Euro currency.
· The loan bears interest of 15% per annum.
· No repayment date has been set. Repayment is expected from the proceeds of the sale of the related projects financed by the loans.
· After the reporting period, a total amount of EUR 1,700 thousands has been repaid by Arces.
iv. Arces has a finance exposure with respect to a bank loan that financed the project in Gyor, Hungary in the amount of EUR 12,648 thousands (the Company's share is EUR 6,324 thousands). The bank management claims that the loan was additionally guaranteed by Arces. The Company has disputed the validity of this guarantee with the bank management and there is disagreement between the Company and its joint venture partner ("Heitman") regarding the validity and rights to sign over this guarantee, however, no official legal claim has been filed by any of the parties.
In 2011, following a liquidation process, Arces ceased to consolidate the Hungarian subsidiary (Engel-Projekt Kft.) which held the project in Gyor in its consolidated financial statements.
v. Significant events during the reporting period:
1. In 2012, one of the Group project's previous contractors issued a lien against Arces' bank account, for the total amount of EUR 0.4 million (the Company's share is EUR 0.2 million).
During the reporting period, the high court in Hungary received the Group's appeal, rejected the claim and as a result the Company is taking actions to remove the lien.
In 2014, an additional sub-contractor of the Group's previous project filed a claim against Arces.
Provision for this claim was initially recognised by Arces and has been included in "share of loss of equity-accounted investments, net of tax".
b. ENMAN B.V.
ENMAN B.V. ("ENMAN") - a holding company domiciled in The Netherlands. The Company and HEPP III Luxembourg Master S.à r.l. ("Heitman") each hold 50% of ENMAN's issued share capital.
In July 2010 the Company signed an amendment to its joint venture agreement with Heitman according to which the Company's share in profit distributions from ENMAN is 25% and the Company's share in profit distributions from "Troja" project in the Czech Republic is 50% (the percentage of shares holding remained unchanged).
ENMAN was incorporated with the purpose of investment in real estate development project companies in Eastern Europe. ENMAN has investments in Poland, Hungary, Romania and the Czech Republic.
The following table summarises the financial information of ENMAN as included in its own consolidated financial statements (figures in the table represent 100% of the joint venture consolidated figures). The table also reconciles the summarised financial information to the carrying amount of the Group's interest in ENMAN.
| 31 March | 31 December |
| 2015 | 2014 |
| Thousands Euro | |
Percentage ownership interest | 25%/50% (v) | 25%/50% (v) |
Current assets (including cash and cash equivalent in the amounts of EUR 1,014 thousands at 31 March 2015 and EUR 1,149 thousands at 31 December 2014) | 18,690 | 20,174 |
Non-current assets | 206 | 202 |
Current liabilities (v) (iv) (including interest-bearing loan from banks and loans and amounts due to related parties in the amounts of EUR 11,516 thousands at 31 March 2015 and EUR 12,542 thousands at 31 December 2014) | (14,180) | (15,877) |
Non-current liabilities | (881) | (954) |
|
|
|
Net assets (100%) (v) | 3,835 | 3,545 |
Group's share of the net assets (ii, v) | 156 | 104 |
Loans granted by the Company, net of impairment (i, iii) | 4,094 | 4,031 |
Net investment and loans | 4,250 | 4,135 |
|
|
|
Revenue | 1,996 | 4,222 |
Cost of sales | (1,638) | (3,671) |
Reverse of write down (write down) of inventory (vi.2) | (15) | 1,815 |
Selling, general and administrative expenses | (17) | (186) |
Net foreign exchange income (loss) | 127 | (186) |
Finance costs | (153) | (542) |
Income tax benefit (expense) | 63 | (289) |
Profit for the period (100%) | 363 | 1,163 |
Other comprehensive income (loss): |
|
|
Foreign operations - foreign currency translation differences | (73) | 102 |
Total comprehensive income for the period (100%) | 290 | 1,265 |
Profit relating to loans granted by the Company and being part of the net investment (i) | - | 307 |
Group's share of profit for the period (ii) | 73 | 104 |
The Group's share of profit of equity-accounted investments, net | 73 | 411 |
|
|
|
Group's share of other comprehensive income (loss) | (21) | 13 |
Comments in respect to the investment in ENMAN:
i. Due to the joint venture previous periods accumulate losses the Company recognised in previous periods a loss related to given loan to ENMAN that is part of the net investment and presents the loss as share of profit (loss) of equity-accounted investments in the statement of profit or loss.
ii. The Company did not provide any guarantees for the joint venture and has not incurred legal and constructive obligation on behalf of the JV.
iii. Loans granted by the Company to the joint venture -
· Denominated in Euro currency.
· The loans bear interest of 8% per annum.
· No repayment date has been set. Repayment is expected from the proceeds of the sale of the related projects financed by the loans.
· After the reporting period, a total amount of EUR 2,945 thousands has been repaid by ENMAN.
iv. In 2013, a receiver was appointed by court in Hungary due to an appeal of one of the creditors in the subsidiary, Engel Ingatlan Kft. ("Ingatlan"), which owns the Punko project in Hungary.
As a consequence ENMAN does not control Ingatlan, therefore ceased to consolidate Ingatlan in its consolidated financial statements.
ENMAN provided guarantees for the interest payments and the costs overruns, to the lender bank. The amount of the unpaid loan at the disposal date was EUR 6,099 thousands (the Company's share is EUR 1,525 thousands), part of the related interest and cost overrun was not paid before the liquidation process.
v. Since the Group's share in ENMAN is 25% for all its subsidiaries apart from one ("Troja"), the Company's share in net assets of EUR 3,835 thousands (2014: EUR 3,545 thousands), reflected in the table above, is becoming a net asset of EUR 156 thousands (2014: net asset of EUR 104 thousands) due to the profit in the subsidiary Troja Garden s.r.o for the period of EUR 18 thousands (2014: EUR 850 thousands).
vi. Significant events during and after the reporting period:
1. On 22 January 2015, the Company signed an agreement to sell a plot designed for residential purposes in Czech Republic ("Troja") for a total cash consideration of CZK 195 million (approximately EUR 7 million).
After the reporting period, the disposal agreement has been finalised and completed following which the Company is expecting to recognise a profit before tax on income in the amount of EUR 0.5 million (which will be booked under the "share of loss of equity-accounted investments, net of tax").
The net proceeds of the disposal are EUR 6 million (the Company's share is EUR 3 million) and were distributed to the joint venture partners in Troja after the reporting period.
2. During the three months period ended 31 March 2015, ENMAN recognised a write down of EUR 15 thousands (the Company's share is EUR 4 thousands) related to the plot designed for the second phase of the Veleslavin project in Czech Republic.
c. Montreal Residential Holdings Master Limited Partnership
Montreal Residential Holdings Master Limited Partnership ("MLP") - a holding partnership domiciled in Canada.
The Company owns ECG Trust Canada Holding Trust ("ECG") (95% interest) which holds 20% interest in future distributions of MLP.
The remaining 80% in future distributions is owned by Lehman Brothers Real Estate Partners II ("Lehman Brothers") represented by Silverpeak Real Estate Partners ("Silverpeak").
MLP holds three parcels of land in Montreal, Quebec, Canada which are slated for the development of residential projects.
The following table summarises the financial information of MLP as included in its own consolidated financial statements (figures in the table represent 100% of the joint venture consolidated figures). The table also reconciles the summarised financial information to the carrying amount of the Group's interest in MLP.
| 31 March | 31 December |
| 2015 | 2014 |
| Thousands Euro | |
Percentage ownership interest | 20% | 20% |
Current assets (including no cash and cash equivalent at 31 March 2015 and at 31 December 2014) | 9,879 | 9,587 |
Non-current assets | - | - |
Current liabilities (including loans and amounts due to related parties in the amount of EUR 18,100 thousands at 31 March 2015 and EUR 17,565 thousands at 31 December 2014) | (18,225) | (17,569) |
Non-current liabilities | - | - |
|
|
|
Net liabilities (100%) | (8,346) | (7,982) |
Group's share of the net liabilities (ii) | - | - |
Loans granted by the Company, net of impairment (i, iii) | 1,914 | 1,880 |
Net investment and loans | 1,914 | 1,880 |
|
|
|
Revenue | - | - |
Selling, general and administrative expenses | (117) | (300) |
Net foreign exchange income | - | - |
Loss for the period (100%) | (117) | (300) |
Other comprehensive loss: |
|
|
Foreign operations - foreign currency translation differences | (245) | (335) |
Total comprehensive loss for the period (100%) | (362) | (635) |
Loss relating to loans granted by the Company and being part of the net investment (i) | (23) | (60) |
Group's share of profit (loss) for the period (ii) | - | - |
The Group's share of loss of equity-accounted investments, net | (23) | (60) |
|
|
|
Group's share of other comprehensive loss | (49) | (67) |
Comments in respect to the investment in MLP:
i. Due to the joint venture continuing to accumulate losses the Company recognised a loss related to given loan to MLP that is part of the net investment and presents the loss as share of profit (loss) of equity-accounted investments in the statement of profit or loss.
ii. The Company did not provide any guarantees for the joint venture and has not incurred legal and constructive obligation on behalf of the JV; therefore losses are accounted only until the Company's interest is reduced to zero.
iii. Loans granted by the Company to joint venture -
· Denominated in CAD currency.
· The loans bear no interest.
· No repayment date has been set. Repayment is expected from the proceeds of the sale of the related projects financed by the loans.
iv. Significant events during and after the reporting period:
1. The Company and MLP are in the legal proceeding with a minority shareholder who was employed as technical manager for the Canadian projects and was dismissed by the Company. The amount of the claim is CAD 13 million (approximately EUR 8.7 million).
According to the court decision, disposal of assets in Canada will require the approval of the court.
In 2013, the trial in regard to the above legal procedure was held in the Canadian court.
In August 2014, the Canadian court delivered a verdict which dismissed the claims of a plaintiff and ordered the plaintiff to pay the Company a total amount of CAD 80 thousands plus interest (approximately EUR 57 thousands plus interest). The plaintiff filed an appeal on the above verdict, which was rejected by the court during the reporting period.
2. After the reporting period, MLP sold one of the plots ("Cavendish") for a total cash consideration of CAD 3.05 million (approximately EUR 2.2 million).
MLP is expecting to recognise a profit before tax on income in the amount of EUR 0.4 million (the Company's share is EUR 80 thousands which will be booked under the "share of loss of equity-accounted investments, net of tax").
Based on prior agreements with ERD all the net future proceeds generated from the Company's assets in Canada will be used to repay the outstanding debts of the Company and Eurobul to ERD.
NOTE 9 - NEW IFRS PRONOUNCEMENT
Amendments to IAS 19 - Defined Benefit Plans: Employee Contributions
(Effective for annual periods beginning on or after 1 February 2015. The amendments apply retrospectively. Earlier application is permitted).
The amendments are relevant only to defined benefit plans that involve contributions from employees or third parties meeting certain criteria. Namely that they are:
· set out in the formal terms of the plan;
· linked to service; and
· independent of the number of years of service.
When these criteria are met, a company is permitted (but not required) to recognise them as a reduction of the service cost in the period in which the related service is rendered.
The entity does not expect the Amendment to have any impact on the financial statements since it does have any defined benefit plans that involve contributions from employees or third parties.
***
Related Shares:
Kimberly Enterprises