SEMI-ANNUAL
REPORT 2020
EPH EUROPEAN PROPERTY HOLDINGS
MANAGEMENT REPORT
- STATEMENT OF THE BOARD OF DIRECTORS
- PROPERTY REVIEW
- CORPORATE GOVERNANCE
EXTERNAL REPORTS
- INDEPENDENT AUDITOR'S REPORT
- EVALUATORS
FINANCIAL REPORT
24 CONSOLIDATED FINANCIAL STATEMENTS
30 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
GENERAL INFORMATION 56 CORPORATE DETAILS
STATEMENT OF THE BOARD OF DIRECTORS | 01 |
MANAGEMENT REPORT |
DEAR
SHAREHOLDERS
We are proud to say that in the first six months of 2020 EPH European Property Holdings ("EPH" or the "Group) has made considerable progress with the implementation of its expansion strategy and to further expand its portfolio in Europe. Our portfolio has grown by additional first-class, high quality properties in outstanding locations in German and Austrian metropolises.
Going back to 2016, EPH set the sails for a change in geographic focus. After many years of investing very successfully in the volatile but high yield Rus- sian real estate market, EPH was looking for calmer waters. The high-class11-floor office building "City Gate" in Stuttgart set the first anchor in the western sphere. In 2017, the acquisition was followed by "Work Life Center" close to Hamburg city centre, and in 2019, by the office building "QBC 4" in the attractive Belvedere quarter in Vienna.
In 2020, EPH is still staying at its course of expanding to Europe but added a new real estate class to its portfolio. The Group acquired an 89.9 percent stake of the trendy hotel property "STRAL 3" in Berlin-Friedrichshain. The building was erected in 2010 in the epic centre of music, fashion and culture. It embraces the dynamic and energy of a new generation of hotels appealing to the cosmopolitan travellers. Europe´s first hotel dedicated to music is an upbeat mix of 304 rooms, an art gallery, a music studio, a terraced bar and restaurant overlooking the river Spree. The hotel property is fully leased to NH Hotel Group, the third-largest hotel operator in Europe.
Only recently, after the end of the reporting period, EPH acquired a second hotel property in Germany which is beyond the ordinary. The hotel property "SALZ 4" with 180 rooms in Dresden's historic centre is right next to the Church of Our Lady and home to the award-winning international Twist Bar on the 6th floor which offers a great view over the city. It is leased to Meliá Hotels International, one of the largest Spanish hotel operators with a strong global presence in 40 countries.
The hotel sector is one of the segments most affected by the coronavirus pandemic. However, the sector has seen attractive opportunities for acquisi- tions. Naturally fundamental factors which define the quality of the asset for the long-term remain most important - for instance a consistent and future- viable hotel concept, the creditworthiness of the tenant, an excellent hotel location and the construction quality of the building itself. These factors play a decisive role in whether a hotel can survive the recession of the coronavi- rus crisis and be successful in the long term. The modern city hotels which we have acquired in Berlin and Dresden fulfil these criteria. EPH is convinced that these assets supplement our portfolio in an excellent manner.
Although the pandemic has left its mark on the office real estate market, there is still a shortage of space at in-demand locations in Europe - for EPH reason enough to acquire another office property in Vienna. The property "Lass One", originally built in 1993, is currently undergoing a full refurbishment to create an intelligent and future-oriented workspace over 9 floors
with a total area of approx. 29,000 sqm - expected finalization of refurbishment in mid-2022. Quartier Lassalle is next to Praterstern which is one of Vienna's largest inner-city urban development area with an excellent infrastructure and upscale local supply. As of today, there are already more than 50% of the property leased with an average term of more than 10 years to reputable tenants and public authorities.
The Group's strategy "From East to West" is clearly observable through the latest investments associated with the shift in our focus from Russia to Europe. The renaming of the Group's holding company to "EPH European Property Holdings" in June was not only a major symbolic step but also a commitment to further enlarge the European asset portfolio.
The Group's rental income in the first half year 2020 as well as the market values across the entire portfolio faced a moderate decrease due to the coronovirus pandemic and potential risks arising from it have been reflected in the valuations. The valuations of the Russian properties with RUB-based income were further affected by the substantial RUB depreciation since the beginning of the year. However, due to active and efficient management, the Company successfully continued sales of Arbat premises in Moscow and, in particular, sold the whole office space in Arbat 24 of 2,600 square meters with significant profit which overlapped the temporary decline of the rental income.
As of today, the future potential negative impact of Covid-19 on the global economy and major financial markets as well as on EPH properties is difficult to judge but EPH is repeatedly analysing the impact of Covid-19 on the Group's performance. As per the most recent assessment - also based on the good relationship management with tenants in order to find valuable solutions for both parties to overcome this crisis together - impacts on the Group are only considered short-term with no material impact expected for the long-term. For the second half of 2020 and beyond, we will advance with our growth plans based on our investment criteria.
We would like to thank all of our shareholders for the trust they have placed in us and would be pleased if you were to continue to accompany us on our growth path. We would also like to thank our business partners for their good cooperation and their commitment.
For the Semi Annual Report we have opted to only focus on what has changed during the period under review. If you are looking at EPH European Property Holdings the first time, or perhaps for the first time in some years, please be sure to also have the 2019 Annual Report on hand. You find it on the Company's website, or a printed copy will be sent to you at request.
Sincerely,
The Board of Directors
September 2020
02 KEY PERFORMANCE INDICATORS
MANAGEMENT REPORT
KEY PERFORMANCE INDICATORS
for six months ended
in US$ | 30.06.2020 | 30.06.2019 | 30.06.2018 |
Net rental income | 29,045,637 | 37,765,239 | 35,055,082 |
Administrative and selling expenses | - 3,902,594 | - 4,335,127 | - 2,434,755 |
Net gain arising from the sales of properties | 12,454,837 | 3,082,737 | - |
Net other operating income/(expenses) | - 1,057,934 | - 611,236 | - 1,094 |
Operating Income | 36,539,946 | 35,901,613 | 32,619,233 |
Finance costs | - 18,257,788 | - 16,255,147 | - 15,650,833 |
Current tax expense | - 3,940,729 | - 4,922,078 | - 4,360,415 |
Earnings from operational activity | 14,341,429 | 14,724,388 | 12,607,985 |
Valuation movements | 21,151,198 | - 24,378,667 | 24,938,476 |
Deferred tax (expense)/benefit | 2,492,898 | - 1,157,173 | - 6,098,602 |
Other extraordinary items | - | - | - 134,496 |
Total before foreign exchange movements | 37,985,525 | - 10,811,452 | 31,313,363 |
Net foreign exchange (loss)/gain | - 28,134,006 | 38,219,125 | - 28,583,146 |
Net Profit/(Loss) for period | 9,851,519 | 27,407,673 | 2,730,217 |
Earnings from operational activity per share | 1.45 | 1.49 | 1.27 |
as of | |||
in US$ | 30.06.2020 | 31.12.2019 | 31.12.2018 |
Number of investment properties | 12 | 10 | 9 |
Investment properties, incl. | 1,138,277,378 | 1,007,516,128 | 841,451,779 |
Europe | 47% | 35% | 28% |
Russia | 53% | 65% | 72% |
Total Assets | 1,476,608,971 | 1,268,555,787 | 1,073,143,730 |
Borrowings | 923,224,627 | 659,359,016 | 553,507,629 |
Loan-to-value | 63% | 52% | 52% |
MANAGEMENT
REPORT
04 PROPERTY REVIEW MANAGEMENT REPORT
EPH
EUROPEAN
PROPERTY HOLDINGS
REAL ESTATE
As of 30 June 2020 our property holdings consist of:
- 100% of shareholdings in four mixed-use commercial properties: Berlin House, Geneva House, Polar Lights and Magistal'naya in Moscow
- 99.98% shareholding in a mixed-use office and retail building Hermitage Plaza in Moscow
- 94% of two mixed-use office and retail properties: City Gate in Stuttgart and Work Life Center in Hamburg
- 89.9% shareholding in a hotel property STRAL 3 in Berlin (acquired in the first half of 2020)
- 100% shareholding in an office property QBC4 in Vienna
- 100% shareholding in an office property LASS 1 under refurbishment in Vienna (acquired in the first half of 2020)
- Apartments, retail premises and parking lots in two mixed-use properties in Moscow: Arbat Multi-use Complexes
- 100% stake in raw land plot: 55 hectare "Scandinavia" site near St. Petersburg
The Company's strategy is to diversify its portfolio across major Western European markets, adding attractive real estate investments in stable markets with a strong long-term economic outlook.
PROPERTY REVIEW 05
MANAGEMENT REPORT
SELECTED PROPERTY REVIEW
QBC 4 (BDO HEADQUARTERS) | STRAL 3 (HOTEL NHOW) |
20,000 | EUR 102,980,000 |
BUILDING AREA | APPRAISED VALUE |
17,430 | 0% |
RENTABLE AREA | VACANCY RATE |
100% | 2019 |
OWNERSHIP | YEAR OF CONSTRUCTION |
20,160 | EUR 92,100,000 |
BUILDING AREA | APPRAISED VALUE |
20,160 | 0% |
RENTABLE AREA | VACANCY RATE |
89.9% | 2010 |
OWNERSHIP | YEAR OF CONSTRUCTION |
QBC 4 is a newly constructed Class A office property in the attractive and sought- after Quartier Belvedere in Vienna close to the main station. EPH acquired 100% of QBC 4 in February 2019. The major tenant is the global accounting firm BDO. The vacancy rate as of 30 June 2020 is 0%.
STRAL 3 is ideally located in the popular, upcoming area of Friedrichshain in Berlin. The property is leased in its entirety to NH Hotel Group, the third largest business hotel group in Europe, until November 2035. The hotel property STRAL 3 was completed in 2010 and is notable for its extraordinary, very modern construction. EPH acquired 89.9% of interest in the property in April 2020.
06 PROPERTY REVIEW MANAGEMENT REPORT
WORK LIFE CENTER
12,070 | EUR 88,200,000 |
BUILDING AREA | APPRAISED VALUE |
12,070 | 1.2% |
RENTABLE AREA | VACANCY RATE |
94% | 2017 |
OWNERSHIP | YEAR OF CONSTRUCTION |
CITY GATE
26,450 | EUR 123,800,000 |
BUILDING AREA | APPRAISED VALUE |
17,260 | 0% |
RENTABLE AREA | VACANCY RATE |
94% | 2016 |
OWNERSHIP | YEAR OF CONSTRUCTION |
Work Life Center is a Class A property complex with office, retail complex and fitness centre premises, located very close to the Hamburg city center and near train station. EPH acquired 94% of Work Life Center at the end of 2017. The major tenants are Performance Media Deutschland, Germany Centre Company No.29 GmbH and Fitness First Germany. The vacancy rate as of 30 June 2020 is 1.2%.
City Gate is a Class A office and retail complex constructed in 2014 and perfectly located in the center of Stuttgart, in close proximity to the main railway station. EPH acquired 94% of CityGate in November 2016. The major tenants are Land Baden-Württemberg, Rödl&Partner GmbH and DREISS Patentanwälte. As of 30 June 2020 CityGate is fully rented.
PROPERTY REVIEW 07
MANAGEMENT REPORT
BERLIN HOUSE | GENEVA HOUSE |
13,380 | US$ 151,100,000 |
BUILDING AREA | APPRAISED VALUE |
10,100 | 13.5% |
RENTABLE AREA* | VACANCY RATE |
100% | 2002 |
OWNERSHIP | YEAR OF CONSTRUCTION |
*in accordance with BOMA standard
16,460 US$ 145,202,000
BUILDING AREAAPPRAISED VALUE
11,970 | 8.9% |
RENTABLE AREA* | VACANCY RATE |
100% | 2010 |
OWNERSHIP | YEAR OF CONSTRUCTION |
*in accordance with BOMA standard |
Berlin House is a prime class A office/retail property which is exclusively located in the heart of Moscow - approximately 500 meters from the Kremlin, on one of the most prominent shopping streets - and was completed and leased in 2002. In August 2014 EPH re-acquired the 90% stake in Berlin House, becoming its 100% owner. The vacancy rate as of 30 June 2020 is 13.5%. The major tenants are Richemont Group and Thomson Reuters.
Geneva House is a Prime Class A office/retail property located next to Berlin House. It was completed by EPH in 2010. In August 2014 EPH re-acquired the 90% stake in Geneva House, becoming its 100% owner. The vacancy rate as of 30 June 2020 is 8.9%. The major tenants are S7 Airlines, Merrill Lynch, Akin Gump and Chanel.
08 PROPERTY REVIEW MANAGEMENT REPORT
HERMITAGE PLAZA | POLAR LIGHTS |
40,220 | US$ 185,002,000 |
BUILDING AREA | APPRAISED VALUE |
32,900 | 3.5% |
RENTABLE AREA* | VACANCY RATE |
99.98% | 1937/2006 |
OWNERSHIP | YEAR OF CONSTRUCTION |
*in accordance with BOMA standard
Hermitage Plaza is an A-class office building constructed/renovated in 2006. The property is beneficially located in proximity to the Kremlin area and is fronting the Moscow Garden Ring. EPH acquired 99.98% of Hermitage Plaza in December 2014. The anchor tenants are VimpelCom, one of the leading Russian telecommunication companies, and Ingrad. The vacancy rate as of 30 June 2020 is 3.5%.
37,820 | US$ 99,720,000 |
BUILDING AREA | APPRAISED VALUE |
30,750 | 2.9% |
RENTABLE AREA* | VACANCY RATE |
100% | 2006 |
OWNERSHIP | YEAR OF CONSTRUCTION |
*in accordance with BOMA standard
Polar Lights, a B+ class business center, has a beneficial location in one of the most developed business districts in the North of Moscow, inside the Third Transport Ring Road, and an efficient tenant mix of international and Russian companies: Setelem bank, Rosagroleasing and Monex Trading. The building has been constructed in 2006 with 14 above ground levels and was fully renovated in 2012. The vacancy rate as of 30 June 2020 is 2.9%. EPH acquired 100% of Polar Lights in September 2014.
STATEMENT OF BOARD OF DIRECTORS 09
MANAGEMENT REPORT
DEVELOPMENT PROJECTS
LASS 1 | ARBAT PROJECTS |
29,000 | UNDER |
BUILDING AREA | REFURBISHMENT |
APPRAISED VALUE | |
N/A | EUR 73,481,370 |
RENTABLE AREA | COST |
100% | 1993 |
OWNERSHIP | YEAR OF CONSTRUCTION |
36,000 | US$ 127,710,000 |
BUILDING AREA | APPRAISED VALUE |
10,400
REMAINING RENTABLE/SELLABLE AREA
139 | 2016 |
REMAINING | YEAR OF CONSTRUCTION |
PARKING LOTS | |
EPH's LASS 1 is a prominent office property located near Vienna's city centre in the most promising and upcoming 2nd district with excellent transport links. The mixed-use building was originally built in 1993 and is currently undergoing a refurbishment that is expected to be completed in 2022. Tenants of the building will include City of Vienna, the State Police and the supermarket Merkur. EPH acquired 100% of the property in June 2020.
The Company owns premises in two mixed-use complexes in the historic Arbat district of Moscow, the principal pedestrian street in the historical centre of the city. The first property located at Arbat Street 24, includes office and luxury apartment space. The second property, located near the first at Arbat Street 39, consists of retail space and luxury apartments. The development is finished in 2018 and now the Company is actively marketing the project. Due to the high profile location, and the design of the projects, which does feature large well-lit living areas and sizeable terraces, the apartment premises in the buildings will be of elite standing. In the first half of 2020, the Group sold all office premises in Arbat 24 to a third party and continued to sell apartments and parking lots in both Arbat properties. Also some part of retail premises in Arbat 39 has been leased out.
CORPORATE
GOVERNANCE
CORPORATE GOVERNANCE 13
MANAGEMENT REPORT
This section contains parts of the annual corporate governance report focusing on significantly changed matters since 31 December 2019.
1. BOARD OF DIRECTORS
1.1 ELECTIONS AND TERMS OF OFFICE
The Board Members are elected individually by a resolution of shareholders or by a resolution of directors. According to the Articles of Association of the Company the maximum term for election is three years. Upon expiration of a Board Member's term re-election is allowed. Gustav Stenbolt has been re-elected for a term of three years as per General Meeting 2020 (first appointment July 2003). In June 2020, Mr. Christodoulos Vassiliades has resigned as Board Member of EPH with immediate effect. As his replacement the Board of Directors has appointed Mrs. Annamaria Vassiliades as Director of the Board.
2. MANAGEMENT
2.1 MANAGEMENT COMMITTEE
In June 2020, Mr. Christodoulos Vassiliades has resigned as Management Committee Member of EPH with immediate effect. As his replacement the Board of Directors has appointed Mrs. Annamaria Vassiliades as Member of the Management Committee.
14 CORPORATE GOVERNANCE MANAGEMENT REPORT
SIGNIFICANT GROUP COMPANIES | |||
Significant group companies fully consolidated in the financial statements of | the Company are: | ||
Full company name | Registered office | Issued Share Capital | Ownership % |
Andorian Beteiligungsverwaltungs GmbH | Am Belvedere 4, | EUR 35,000 | 100% held by Lexworth Finance Limited |
1100 Vienna, Austria | |||
Asura Holding S.a.r.l. | 7, route d'Esche | EUR 12,000 | 100% held by EPH |
L-1470 Luxembourg, Luxembourg |
Bluestone Investments Limited | Koumandarias&Spyrou Araouzou, | EUR 21,375 (10,000 Class A shares, |
(sold in July 2020) | 7th Floor, Tonia Court II | par EUR 1.71; 2,500 Class B |
3036 Limassol, Cyprus | non-voting shares, par EUR 1.71) |
EPH holds 50% Class A shares and 100% Class B shares
Capital Estate Group (C.E.G.) Limited | Menandrou 12, office 207, Eleona Tower, | US$ 94,000 (94,000 ordinary | 100% held by EPH |
1066 Nicosia, Cyprus | shares, par US$ 1) | ||
City Gate Stuttgart GmbH | Westendstrasse 28 | EUR 25,000 | 94% held by Ferran Limited |
60325 Frankfurt am Main, Germany | |||
Connecta Beratungsgesellschaft im | Herzog-Heinrich-Strasse 22, | DM 50,000 | 100% held by EPH |
Ost-West-Wirtschaftsverkehr mbH | 80336 Munich, Germany | ||
Connecta Beratungsgesellschaft im | Herzog-Heinrich-Strasse 22, | EUR 8,757,044.81 | 100% held by EPH |
Ost-West-Wirtschaftsverkehr | 80336 Munich, Germany | ||
mbH&Co. Erste Grundstücks KG | |||
EPH One, LLC | 5 Petrovka St., | RUB 10,000 | 100% held by EPH Real Estate Limited |
107031 Moscow, Russia |
EPH Real Estate Limited | Menandrou 12, office 207, Eleona Tower, | EUR 17,100 |
1066 Nicosia, Cyprus |
99.9999% held by EPH and 0.0001% held by T&A Services Ltd.
Ferran Limited | Menandrou 12, office 207, Eleona Tower, | EUR 21,000 (21,000 ordinary | 100% held by EPH |
1066 Nicosia, Cyprus | shares of EUR 1 each) | ||
Geneva House LCC | 5 Petrovka St., | RUB 10,000 | 99.85% helb by Bluestone Investments Ltd., |
(sold in July 2020) | 107031 Moscow, Russia | 0.075% held by Whiterock Investments ltd., | |
0.075% held by a third party |
Housefar Limited | Menandrou 12, office 207, Eleona Tower, |
1066 Nicosia, Cyprus |
EUR 3,420 (1,000 ordinary shares, par EUR 1.71, 1,000 non-voting preferred shares, par EUR 1.71)
EPH holds 100% of ordinary shares and 85% of preferred shares
Idelisa Limited | TONIA COURT ll, 7th Floor | EUR 2,000 (2,000 ordinary | 100% held by EPH |
3036 Limassol, Cyprus | shares, par EUR 1.00) | ||
Inspetsstroy, LLC | 11/2 bldg.1, 1st Magistralnaya | RUB 50 | 100% held by Housefar Limited |
St., 123290 Moscow, Russia | |||
Intrustcom JSC | 11/2 bldg.1, 1st Magistralnaya | RUB 500,000 (100 ordinary shares, | 100% held by Geneva House |
(sold in July 2020) | St., 123290 Moscow, Russia | par RUB 5,000) | |
CORPORATE GOVERNANCE 15
MANAGEMENT REPORT
Full company name | Registered office | Issued Share Capital | Ownership % |
Lexworth Finance Limited | Menandrou 12, office 207, Eleona Tower, | EUR 2,000 | 99.95% held by EPH and |
1066 Nicosia, Cyprus | 0.05% held by T&A Services Ltd. | ||
Norpexal Investments GmbH | Westendstrasse 28, | EUR 25,000 | 100% held by SG4 Holding GmbH |
(acquired in July 2020) | 60325 Frankfurt, Germany | ||
Obewan Beteiligungsverwaltungs GmbH | Esslinger Hauptstraße 188B/Haus 4 | EUR 35,000 | 100% held by Lexworth Finance Ltd. |
1220 Vienna, Austria | |||
Obewan GmbH&Co KG | Esslinger Hauptstraße 188B/Haus 4 | EUR 500 | 100% held by Ophuchus |
1220 Vienna, Austria | Beteiligungsverwaltungs GmbH | ||
Ophuchus Beteiligungsverwaltungs GmbH | Esslinger Hauptstraße 188B/Haus 4 | EUR 35,000 | 100% held by Obewan |
1220 Vienna, Austria | Beteiligungsverwaltungs GmbH | ||
Otdelstroy, JSC | 6/1/2 str.3 pom.37 Kadashevskaya | RUB 10,000 | 100% held by Geneva House LLC |
(sold in July 2020) | nab.,119016 Moscow, Russia | (1,000 ordinary shares, par RUB 10) | |
Philadelphia, LLC | 5, Petrovka Street, | RUB 10,000 | 99.99% held by Idelisa Limited |
107031 Moscow, Russia | |||
PNL Media Limited | Menandrou 12, office 207, | EUR 2,001 (2,001 ordinary | 99.95% held by EPH and 0.05% |
Eleona Tower, 1066 Nicosia, Cyprus | shares, par EUR 1.00) | held by T&A Services Ltd. | |
Primary TIZ Limited | Griva Digeni 115, Trident Center, | US$ 102,540 (102,540 | 100% held by TP Invest Ltd. |
P.C. 3101 Limassol, Cyprus | ordinary shares, par US$1) | ||
QBC BT IV Alpha GmbH | Esslinger Hauptstraße 188B/Haus 4 | EUR 120,000 | 100% held by Andorian Beteiligungs- |
1220 Vienna, Austria | verwaltungs GmbH | ||
QBC BT IV Beta GmbH | Esslinger Hauptstraße 188B/Haus 4 | EUR 60,000 | 100% held by Andorian Beteiligungs- |
1220 Vienna, Austria | verwaltungs GmbH | ||
QBC BT IV Epsilon GmbH | Esslinger Hauptstraße 188B/Haus 4 | EUR 60,000 | 100% held by Andorian Beteiligungs- |
1220 Vienna, Austria | verwaltungs GmbH | ||
QBC Immobilien GmbH&Co Delta KG | Esslinger Hauptstraße 188B/Haus 4 | Limited Partnership | 100% held by QBC BT IV Alpha GmbH, |
1220 Vienna, Austria | QBC BT IV Beta GmbH (Limited Partners) and | ||
QBC BT IV Epsilon GmbH (General Partner) | |||
QBC 1,2,7 Holding GmbH | Esslinger Hauptstraße 188B/Haus 4 | EUR 35,000 | 100% held by Lexworth Finance Ltd. |
1220 Vienna, Austria | |||
Ramses Immobilien Gesellschaft | Esslinger Hauptstraße 188B/Haus 4 | EUR 36,500 | 89.9% held by Ophuchus Beteiligungs- |
mbH&Co OG | 1220 Vienna, Austria | verwaltungs GmbH | |
10.1% held by Obewan Gmb&Co KG |
16 CORPORATE GOVERNANCE MANAGEMENT REPORT
Full company name | Registered office | Issued Share Capital | Ownership % |
Agiou Andreou, 339 | |||
Redhill Investment Limited | Andrea Chambers Court, Flat/Office M103 | EUR 8,550 (5,000 ordinary | 100% held by EPH |
3035 Limassol, Cyprus | shares, par EUR 1.71) | ||
SA3 Media S.a.r.l. | 7, route d'Esche | EUR 3,512,500 | 89.9% held by Lexworth Finance Limited |
L-1470 Luxembourg, Luxembourg | |||
Setford Limited | Menandrou 12, office 207, Eleona Tower, | EUR 20,000 (20,000 ordinary | 100% held by EPH |
1066 Nicosia, Cyprus | shares of EUR 1 each) | ||
Silverlake Limited | Koumandarias&Spyrou Araouzou, | EUR 2,000 (2,000 ordinary | 100% held by EPH |
7th Floor, Tonia Court II | shares, par EUR 1.00) | ||
3036 Limassol, Cyprus | |||
SG4 Dresden GmbH&Co KG | Westendstrasse 28, | Limited Partnership | 75% held by SG4 Dresden Management GmbH |
(acquired in July 2020) | 60325 Frankfurt, Germany | and 25% held by SG4 Dresden Holding GmbH | |
SG4 Dresden Holding GmbH | Westendstrasse 28, | EUR 25,000 | 100% held by Asura Holding S.a.r.l. |
(acquired in July 2020) | 60325 Frankfurt, Germany | ||
SG4 Dresden Management GmbH | Westendstrasse 28, | EUR 25,000 | 100% held by SG4 Dresden Holding GmbH |
(acquired in July 2020) | 60325 Frankfurt, Germany | ||
T&A Services Limited | 171 Main Street, Road Town, | US$ 5 | 100% held by EPH |
Tortola VG 1110, British Virgin Islands | |||
Tengri, LLC | Hersonskaya Street, 41A, | RUB 2,019,195,866 | 100% held by PNL Media Ltd. |
117246 Moscow, Russia | |||
Tizpribor, PJSC | Krasnoproletarskaya, 4 | RUB 8,787,500 | 99.98% held by Capital |
127006 Moscow, Russia | Estate Group (C.E.G.) Ltd. | ||
TP Invest, LLC | Krasnoproletarskaya, 2/4 constr.13 | RUB 1,511,710,000 | 100% held by PJSC Tizpribor |
127006 Moscow, Russia |
Vakhtangov Place Limited | Koumandarias&Spyrou Araouzou, | EUR 12,500 (10,000 Class A shares, |
(sold in July 2020) | 7th Floor, Tonia Court II | par EUR 1.00, 2,500 non-voting |
3036 Limassol, Cyprus | Class B shares, par EUR 1.00) |
EPH holds 50% Class A shares and 100% Class B shares
Whiterock Investments Limited | Koumandarias&Spyrou Araouzou, | EUR 2,000 (2,000 ordinary | 100% held by EPH |
(sold in July 2020) | 7th Floor, Tonia Court II | shares, par EUR 1.00) | |
3036 Limassol, Cyprus | |||
WLC Hamburg GmbH | Westendstrasse 28 | EUR 25,000 | 94% held by Setford Limited |
60325 Frankfurt am Main, Germany |
EXTERNAL REPORTS
INDEPENDENT AUDITOR'S REPORT | 19 |
EXTERNAL REPORTS |
Deloitte AG
General-Guisan-Quai 38
8022 Zurich
Switzerland
Phone: +41 (0)58 279 6000
Fax: +41 (0)58 279 6600
www.deloitte.ch
Report on Review of Interim Condensed Consolidated Financial Information
To the Board of Directors of
EPH European Property Holdings Limited, Tortola, British Virgin Islands
Introduction
We have reviewed the accompanying interim condensed consolidated statement of financial position of EPH European Property Holdings Limited and its subsidiaries (together the "Group") as of June 30, 2020 and the related interim condensed consolidated statement of profit and loss, interim condensed consolidated comprehensive income, interim condensed consolidated statement of cash flow, interim condensed consolidated statement of changes in equity for the six months then ended, and selected explanatory notes. Management is responsible for the preparation and presentation of this interim condensed consolidated financial information in accordance with International Accounting Standard IAS 34 "Interim Financial Reporting" and article 17 of the Directive on Financial Reporting (DFR) of the SIX Swiss Exchange. Our responsibility is to express a conclusion on this interim condensed consolidated financial information based on our review.
Scope of Review
We conducted our review in accordance with 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 interim condensed consolidated financial information is not prepared, in all material aspects, in accordance with International Accounting Standard IAS 34 "Interim Financial Reporting" and article 17 of the Directive on Financial Reporting (DFR) of the SIX Swiss Exchange.
Deloitte AG
Marcel Meyer | Avazkhodja Usmanov |
Licensed audit expert
Auditor in charge
Zurich, September 25, 2020
20 REPORTS EXTERNAL VALUERS
EXTERNAL REPORTS
bld. 1, 2 Letnikovskaya str., Moscow 115 114 tel +7 495 737 8000 fax +7 495 737 8011 www.jll.com
Jones Lang LaSalle LLC has been instructed to prepare valuation reports regarding the following properties:
- Magistral'naya office building (Moscow)
- Arbat 24 mixed-use complex (Moscow)
- Arbat 39 mixed-use complex (Moscow)
- Geneva House office building (Moscow)
- Berlin House office building (Moscow)
- Polar Lights office building (Moscow)
- Hermitage Plaza office building (Moscow)
- Scandinavia land plot (Leningrad Oblast)
We understand that the reports are required for accounting purposes. The date of valuation: 30 June 2020.
Our valuation has been carried out in compliance with the RICS Valuation - Global Standards, issued November 2019, effective from 31 January 2020, published by the Royal Institution of Chartered Surveyors.
Market Value is defined by the RICS Valuation - Global Standards (issued November 2019, effective from 31 January 2020) as 'The estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm's length transaction, after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion.'
In addition, our calculations have been carried out and are presented exclusive of VAT. Our reports summarise our key assumptions, estimations and conclusions used in arriving at our opinion of Market Value. The purpose of the reports is to present the basic facts and conclusions adopted in relation to the properties in arriving at our opinions.
Finally, and in accordance with our normal practice, we confirm that the reports are confidential to the party to whom they are addressed for the specific purpose to which they refer. No responsibility whatsoever is accepted to any third party and neither the whole of the reports, nor any parts, nor references thereto, may be published in any document, statement or circular, nor in any communication with third parties without our prior written approval of the form and context in which it will appear.
Yours faithfully,
Tim Millard MRICS
Reginal Director
Head of the Advisory Group
JLL Russia&CIS
REPORTS EXTERNAL VALUERS | 21 |
EXTERNAL REPORTS |
PricewaterhouseCoopersGmbH | |
Wirtschaftsprüfungsgesellschaft | |
Kapelle-Ufer 4 | |
10117 Berlin | |
Postfach 04 05 68 | |
10063 Berlin | |
PricewaterhouseCoopers GmbHWirtschaftsprüfungsgesellschaft | www.pwc.de |
Kapelle-Ufer 4, 10117 Berlin | Tel.: +49 30 2636-1359 |
City Gate Stuttgart GmbH | |
Fax: +49 30 9585 946 120 | |
Mr. Marcus Friedrichs | julia.sacchi@de.pwc.com |
Westendstr. 28 | |
60325 Frankfurt | 7 September 2020 |
DHe/JSa |
Assessment of Fair Value of the property City Gate Stuttgart
Dear Mr. Friedrichs,
You have first mandated PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Berlin to ascertain the Fair Value of the Property "City Gate Stuttgart" at Friedrichstraße/Kriegsberg- straße/Arnulf-Klett-Platz crossing as at 31 December 2016.
After the initial valuation, we provided regular bi-annual updates as of 30 June and 31 December of each year, and recently, you engaged us to update the Fair Value assessment of the subject property as of 30 June 2020.
The valuation at hand is to serve IFRS accounting purposes in compliance with the International Financial Reporting Standard IFRS 13 issued by International Accounting Standards Board (IASB).
IFRS 13.9 defines Fair Value as "the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date".
We have summarized the assumptions, estimations and conclusions made in our valuation, and our opinion of Fair Value of the Property in our Report dated 17 July 2020.
According to the engagement letter signed by you, the Report is confidential and shall therefore not be passed in whole or in part to any third party and shall not in whole or in part be published or referred to in a public document, the Internet or any other public media.
Yours faithfully
PricewaterhouseCoopersGmbH
Wirtschaftsprüfungsgesellschaft
Dirk Hennig | Julia Sacchi |
Vorsitzender des Aufsichtsrats: WP StB Dr. Norbert Vogelpoth
Geschäftsführer: WP StB Dr. Ulrich Störk, WP StB Dr. Peter Bartels, Dr. Joachim Englert, WP StB Petra Justenhoven, WP Clemens Koch, StB Marius Möller, WP StB Uwe Rittmann, StB RA Klaus Schmidt, StB CPA Mark Smith
Sitz der Gesellschaft: Frankfurt am Main, Amtsgericht Frankfurt am Main HRB 107858
PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft ist Mitglied von PricewaterhouseCoopers International, einer Company limited by guarantee registriert in England und Wales
22 REPORTS EXTERNAL VALUERS
EXTERNAL REPORTS
PricewaterhouseCoopers GmbH | |
Wirtschaftsprüfungsgesellschaft | |
Kapelle-Ufer 4 | |
10117 Berlin | |
Postfach 04 05 68 | |
PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft | 10063 Berlin |
www.pwc.de | |
Kapelle-Ufer 4, 10117 Berlin | |
Fünfunddreißigste Verwaltungsgesellschaft | Tel.: +49 30 2636-1359 |
Fax: +49 30 9585 946 120 | |
DWI Grundbesitz mbH | |
julia.sacchi@de.pwc.com | |
Mr. Marcus Friedrichs | |
Westendstraße 28 | |
60325 Frankfurt | 7 September 2020 |
DHe/JSa |
Assessment of Fair Value of the property Work Life Center in Hamburg
Dear Mr. Friedrichs,
You have first mandated PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Berlin to ascertain the Fair Value of the Property "Work Life Center" at Gorch-Fock-Wall 1a in 20354 Hamburg as at 31 December 2017.
After the initial valuation, we provided regular bi-annual updates as of 30 June and 31 December of each year, and recently, you engaged us to update the Fair Value assessment of the subject property as of 30 June 2020.
The valuation at hand is to serve IFRS accounting purposes in compliance with the International Financial Reporting Standard IFRS 13 issued by International Accounting Standards Board (IASB).
IFRS 13 defines Fair Value as "the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date".
We have summarized the assumptions, estimations and conclusions made in our valuation, and our opinion of Fair Value of the Property in our Report dated 17 July 2020.
According to the engagement letter signed by you, the Report is confidential and shall therefore not be passed in whole or in part to any third party and shall not in whole or in part be published or referred to in a public document, the Internet or any other public media.
Yours faithfully
PricewaterhouseCoopersGmbH
Wirtschaftsprüfungsgesellschaft
Dirk Hennig | Julia Sacchi |
Vorsitzender des Aufsichtsrats: WP StB Dr. Norbert Vogelpoth
Geschäftsführer: WP StB Dr. Ulrich Störk, WP StB Dr. Peter Bartels, Dr. Joachim Englert, WP StB Petra Justenhoven, WP Clemens Koch, StB Marius Möller, WP StB Uwe Rittmann, StB RA Klaus Schmidt, StB CPA Mark Smith
Sitz der Gesellschaft: Frankfurt am Main, Amtsgericht Frankfurt am Main HRB 107858
PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft ist Mitglied von PricewaterhouseCoopers International, einer Company limited by guarantee registriert in England und Wales
REPORTS EXTERNAL VALUERS 23
EXTERNAL REPORTS
PwC Advisory Services GmbH | |
Donau-City-Straße 7 | |
1220 Vienna | |
Austria | |
QBC Immobilien GmbH & Co Delta KG | Tel.: +43 1 501 88 - 0 |
Fax: +43 1 501 88 - 601 | |
Ms Anna Bernhart | E-mail: office.wien@at.pwc.com |
Am Belvedere 4 | www.pwc.at |
1100 Vienna | September 15, 2020 |
Austria | |
EMA/HAAR | |
Assessment of Fair Value of the property QBC 4 in Vienna | |
Dear Ms. Bernhart, |
based on our agreement (hereinafter "agreement" or "engagement letter") as of July 13, 2020, QBC Immobilien GmbH & Co Delta KG ("QBC" or "you") has mandated PwC Advisory Services GmbH, Vienna to ascertain the Fair Value of the Property "QBC4", Karl-Popper-Straße 4, 1100 Vienna, KG 01101 EZ 3667 as of June 30, 2020.
The PwC Advisory Terms of Business (as amended 6 April 2011; see Attachment) were the basis for providing our services and for our responsibility, also in relation to third parties. We particularly draw your attention to our limitations of liability.
The valuation was to serve IFRS accounting purposes in compliance with the International Financial Reporting Standard IFRS 13 issued by International Accounting Standards Board (IASB).
IFRS 13 defines Fair Value as "the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date".
We have summarized the assumptions, estimations and conclusions made in our valuation, and our opinion of Fair Value of the Property in our Report dated September 15, 2020.
According to the engagement letter signed by you, the Report was exclusively prepared for you in accordance with the engagement letter and the therein determined purposes for re- porting. The Report is confidential and shall therefore not be passed in whole or in part to any third party and shall not in whole or in part be published or referred to in a public docu- ment, the Internet or any other public media. Duties of care and liabilities on the part of PwC towards third parties are excluded.
Yours faithfully
PwC Advisory Services GmbH
ppa. Olena ChekmezovaMatthias Eicher
Managing Directors: Georg Beham, MSc, WP/StB Mag. Horst Bernegger, StB Mag. Andrea Cerne-Stark, WP/StB Mag. (FH) Gerald Eibisberger, Dr. Matthias Eicher,
Mag. Dieter Harreither, WP (D) Dipl.Kfm.(Univ.) Hans Hartmann, Andreas Hladky, Mag. MBA Agatha Kalandra, MMag. Manfred Kvasnicka, MBA, Mag. Michael Georg Lackner, Mag. Christoph Obermair, Mag. Georg Ogrinz, StB Mag. Hannes Orthofer, StB Mag. Peter Perktold, Nicole Prieller, WP/StB Dipl.Kfm.Univ. Dorotea-E. Rebmann,
Mag. Dr. Barbara Redlein, Mag. Miklós Révay, WP/StB Mag. Jürgen Schauer, Roland Schöbel, StB Mag. Thomas Strobach, WP/StB MMag. Frédéric Vilain, Mag. Kristof Wabl, WP/StB Mag. Günter Wiltschek, Mag. Thomas Windhager, WP/StB Mag. Felix Wirth
Domicile: Vienna; Company Register: FN 88905 v, Commercial Court of Vienna; DVR: 0582484 VAT number: ATU16070203
PwC refers to the PwC network and/or one or more of its member firms, each of which is a separate legal entity. Please see www.pwc.com/structure for further details.
24 REPORTS EXTERNAL VALUERS
EXTERNAL REPORTS
PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft Kapelle-Ufer 4, 10117 Berlin
SA3 Media S.à r.l.
Ms. Carole Sassel and Mr. Fernand Sassel 7, route d´Esch
1470 Luxemburg Luxemburg
PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft
Kapelle-Ufer 4 10117 Berlin Postfach 04 05 68 10063 Berlin www.pwc.de
Tel.: +49 30 2636-1359
Fax: +49 30 9585 946 120 julia.sacchi@de.pwc.com
7 September 2020 DHe/JSa
Assessment of Fair Value of the property nhow in Berlin, Stralauer Allee 3
Dear Ms. Sassel, Dear Mr. Sassel,
You have mandated PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Berlin to ascertain the Fair Value of the hotel property nhow Berlin at Stralauer Allee 3 in 10245 Berlin as at 30 June 2020.
The valuation was to serve IFRS accounting purposes in compliance with the International Financial Reporting Standard IFRS 13 issued by International Accounting Standards Board (IASB).
IFRS 13 defines Fair Value as "the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date".
We have summarized the assumptions, estimations and conclusions made in our valuation, and our opinion of Fair Value of the Property in our Report dated 21 July 2020.
According to the engagement letter signed by you, the Report is confidential and shall therefore not be passed in whole or in part to any third party and shall not in whole or in part be published or referred to in a public document, the Internet or any other public media.
Yours faithfully
PricewaterhouseCoopersGmbH
Wirtschaftsprüfungsgesellschaft
Dirk Hennig | Julia Sacchi |
Vorsitzender des Aufsichtsrats: WP StB Dr. Norbert Vogelpoth
Geschäftsführer: WP StB Dr. Ulrich Störk, WP StB Dr. Peter Bartels, Dr. Joachim Englert, WP StB Petra Justenhoven, WP Clemens Koch, StB Marius Möller, WP StB Uwe Rittmann, StB RA Klaus Schmidt, StB CPA Mark Smith
Sitz der Gesellschaft: Frankfurt am Main, Amtsgericht Frankfurt am Main HRB 107858
PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft ist Mitglied von PricewaterhouseCoopers International, einer Company limited by guarantee registriert in England und Wales
FINANCIAL
REPORT
24 INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION (UNAUDITED) FINANCIAL REPORT
in US$ | Note * | 30.06.2020 | 31.12.2019 |
Assets | |||
Non-current assets | |||
Investment properties | 7,8 | 1,138,277,378 | 1,007,516,128 |
Prepayments for future acquisitions | 23,068,555 | 22,962,341 | |
Goodwill | 11 | 72,498,020 | 76,620,949 |
Deferred tax assets | 559,926 | 650,824 | |
Furniture and equipment | 67,924 | 82,635 | |
Total non-current assets | 1,234,471,803 | 1,107,832,877 | |
Current assets | |||
Inventory | 10 | 102,662,027 | 124,420,990 |
Accounts receivable | 12 | 27,138,830 | 882,976 |
Prepayments | 2,756,306 | 2,362,158 | |
Prepaid taxes | 4,642,906 | 3,683,928 | |
Cash&cash equivalents | 13 | 104,937,099 | 29,372,858 |
Total current assets | 242,137,168 | 160,722,910 | |
Total assets | 1,476,608,971 | 1,268,555,787 | |
Liabilities | |||
Non-current liabilities | |||
Borrowings | 14 | 913,308,530 | 655,449,347 |
Deferred tax liabilities | 137,668,920 | 158,371,253 | |
Other non-current liabilities | 9,540,733 | 8,085,129 | |
Total non-current liabilities | 1,060,518,183 | 821,905,729 | |
Current liabilities | |||
Accounts payable and accrued expenses | 8,006,648 | 6,895,412 | |
Advances received | 12,238,660 | 16,215,826 | |
Taxes payable | 12,009,417 | 12,296,695 | |
Borrowings | 14 | 9,916,097 | 3,909,669 |
Total current liabilities | 42,170,822 | 39,317,602 | |
Equity | |||
Share capital | 18 | 590,539,374 | 590,539,374 |
Share premium | 18 | 19,176,805 | 19,176,805 |
Treasury shares | 18 | - 2,242,034 | - 1,975,238 |
Accumulated deficit | - 60,553,467 | - 70,893,189 | |
Cumulative translation adjustment | - 182,554,861 | - 133,371,463 | |
Shareholders' equity attributable to the holders of the Company | 364,365,817 | 403,476,289 | |
Non-controlling interest | 9,554,149 | 3,856,167 | |
Total equity | 373,919,966 | 407,332,456 | |
Total equity and liabilities | 1,476,608,971 | 1,268,555,787 | |
Number of shares outstanding | 9,895,549 | 9,904,959 | |
Net asset value per share | 36.82 | 40.73 |
* The Notes are an integral part of these Interim Condensed Consolidated Financial Statements.
INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT AND LOSS (UNAUDITED) | 25 |
FINANCIAL REPORT |
for six months ended
in US$ | Note * | 30.06.2020 | 30.06.2019 |
Rental income | |||
Gross rental income | 15 | 31,066,966 | 38,879,098 |
Service charge income | 15 | 5,619,489 | 6,225,013 |
Utilities | 15 | - 1,740,650 | - 2,104,357 |
Property operating expenses | 15 | - 2,755,659 | - 2,034,910 |
Repair and maintenance costs | 15 | - 361,697 | - 292,332 |
Ground rents paid | 15 | - 201,523 | - 267,227 |
Non-income taxes | 15 | - 2,581,289 | - 2,640,046 |
Net rental income | 15 | 29,045,637 | 37,765,239 |
Gains and losses arising from the sales of properties | |||
Sales of properties | 16 | 27,913,900 | 7,444,796 |
Cost of sales | 16 | - 15,459,063 | - 4,362,059 |
Net gain arising from the sales of properties | 16 | 12,454,837 | 3,082,737 |
Administrative and selling expenses | |||
Management fees | 20 | - 1,580,828 | - 1,249,838 |
Professional and administration fees | - 1,701,549 | - 2,850,368 | |
Selling expenses | - 384,632 | - | |
Salaries and social charges | - 235,585 | - 234,921 | |
Total administrative and selling expenses | - 3,902,594 | - 4,335,127 | |
Other income/(expenses) | |||
Interest income | 194,295 | 232,486 | |
Other income | 371,423 | 564,922 | |
Other expenses | - 1,616,016 | - 1,396,792 | |
Depreciation | - 7,636 | - 11,852 | |
Net foreign exchange (loss)/gain | - 28,134,006 | 38,219,125 | |
Net other (expenses)/income | - 29,191,940 | 37,607,889 | |
Valuation movements | |||
Net (loss)/gain from fair value adjustment on investment properties | 7 | - 57,345,482 | 36,238,072 |
Net gain/(loss) due to effect of currency fluctuation on | |||
valuation of investment property | 78,496,680 | - 60,616,739 | |
Net valuation movements | 21,151,198 | - 24,378,667 | |
Net operating gain before finance cost | 29,557,138 | 49,742,071 | |
Finance costs | 17 | - 18,257,788 | - 16,255,147 |
Gain before taxes | 11,299,350 | 33,486,924 | |
Income taxes | - 1,447,831 | - 6,079,251 | |
Net profit for the period | 9,851,519 | 27,407,673 | |
Attributable to: | |||
Equity holders of the Company | 10,339,722 | 27,291,003 | |
Non-controlling interest | - 488,203 | 116,670 | |
Earnings per share for profit attributable to equity holders | |||
of the Company during the period | |||
Weighted average number of outstanding shares | 9,900,051 | 9,915,385 | |
Basic and diluted | 1.04 | 2.75 |
* The Notes are an integral part of these Interim Condensed Consolidated Financial Statements.
26 INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED) FINANCIAL REPORT
for six months ended
in US$ | 30.06.2020 | 30.06.2019 | ||
Net profit for the period | 9,851,519 | 27,407,673 | ||
Other comprehensive gain/(loss) | ||||
Other comprehensive (loss)/gain to be reclassified to profit or loss | in | subsequent periods: | ||
(Loss)/gain on currency translation differences | - 42,808,575 | 21,234,606 | ||
Net other comprehensive (loss)/gain to be reclassified to profit or | loss | in subsequent periods | - 42,808,575 | 21,234,606 |
Total comprehensive (loss)/gain for the period | - 32,957,056 | 48,642,279 | ||
Attributable to: | ||||
Equity holders of the Company | - 33,138,612 | 49,133,662 | ||
Non-controlling interest | 181,556 | - 491,383 |
* The Notes are an integral part of these Interim Condensed Consolidated Financial Statements.
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW (UNAUDITED) 27
FINANCIAL REPORT
for six months ended
in US$ | Note * | 30.06.2020 | 30.06.2019 |
Cash flows from operating activities | |||
Net profit for the period | 9,851,519 | 27,407,673 | |
Net foreign exchange loss/(gain) | 28,134,006 | - 38,219,125 | |
Net loss/(gain) from fair value adjustment on investment properties | 7 | 57,345,482 | - 36,238,072 |
Net (gain)/loss due to effect of currency fluctuation on | |||
valuation of investment property | - 78,496,680 | 60,616,739 | |
Other non-cash expenses | 979,004 | 21,995 | |
Gain arising from sale of investment property | - 11,603,782 | - | |
Depreciation | 7,636 | 11,852 | |
Interest income | - 194,295 | - 232,486 | |
Finance costs | 17 | 18,257,788 | 16,255,147 |
Income tax expense | 1,447,831 | 6,079,251 | |
Cash generated from operations before movements in working capital | 25,728,509 | 35,702,974 | |
Movements in working capital | |||
Increase/ (decrease) in accounts payable and other liabilities | 2,000,263 | - 10,642,055 | |
(Increase)/Decrease in accounts receivable | - 7,265,356 | 2,556,685 | |
Decrease in inventory | 10 | 6,630,063 | 4,362,059 |
Cash generated from operations | 27,093,479 | 31,979,663 | |
Interest income received | 194,295 | 232,486 | |
Income tax paid | - 3,675,403 | - 5,436,464 | |
Net cash generated from operating activities | 23,612,371 | 26,775,685 | |
Cash flows from investing activities | |||
Acquisitions of business, net of cash acquired | 6 | - | - 54,689,100 |
Purchases of investment properties | 7,8 | - 180,771,628 | - 1,325,391 |
Net cash used in investing activities | - 180,771,628 | - 56,014,491 | |
Cash flows from financing activities | |||
Finance costs paid | - 14,821,148 | - 14,635,679 | |
Proceeds from notes payable | 14 | 247,039,409 | 49,396,207 |
Repayment of borrowings | - | - | |
Proceeds from sale of treasury shares | - | - | |
Acquisition of treasury shares | - 266,796 | - 252,414 | |
Unicredit loan refinance fees | 14 | - | - 4,430,072 |
Net cash generated from financing activities | 231,951,465 | 30,078,042 | |
Net change in cash&cash equivalents | 74,792,208 | 839,236 | |
Cash&cash equivalents at the beginning of the period | 29,372,573 | 41,688,479 | |
Net gain from foreign currency translation | 749,008 | 1,860,477 | |
Cash&cash equivalents at the end of the period | 13 | 104,913,789 | 44,388,192 |
* The Notes are an integral part of these Interim Condensed Consolidated Financial Statements.
28 INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FINANCIAL REPORT
in US$ | Share capital | Share premium | Treasury shares | Accumulated deficit |
Balance as at 01.01.2019 | 590,539,374 | 19,176,805 | - 1,540,593 | - 111,571,870 |
Net profit for the period | - | - | - | 27,291,003 |
Other comprehensive gain | - | - | - | - |
Total comprehensive gain/(loss) for the period | - | - | - | 27,291,003 |
Acquisition of treasury shares | - | - | - 252,414 | - |
Balance as at 30.06.2019 | 590,539,374 | 19,176,805 | - 1,793,007 | - 84,280,867 |
Net profit for the period | - | - | - | 13,387,678 |
Other comprehensive gain | - | - | - | - |
Total comprehensive gain for the period | - | - | - | 13,387,678 |
Acquisition of treasury shares, net | ||||
(acquisitions US$182.291, sales US$ 60) | - | - | - 182,231 | - |
Balance as at 31.12.2019 | 590,539,374 | 19,176,805 | - 1,975,238 | - 70,893,189 |
Net profit/(loss) for the period | - | - | - | 10,339,722 |
Other comprehensive (loss)/gain | - | - | - | - |
Total comprehensive gain/(loss) for the period | - | - | - | 10,339,722 |
Acquisition of treasury shares | - | - | - 266,796 | - |
Acquisition of a subsidiary during the period | - | - | - | - |
Balance as at 30.06.2020 | 590,539,374 | 19,176,805 | - 2,242,034 | - 60,553,467 |
* The Notes are an integral part of these Interim Condensed Consolidated Financial Statements.
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 29
FINANCIAL REPORT
Shareholders' equity attributable | |||
Currency translation adjustment | to the holders of the Company | Non-controlling interest | Total equity |
- 161,101,897 | 335,501,819 | 3,667,529 | 339,169,348 |
- | 27,291,003 | 116,670 | 27,407,673 |
21,842,659 | 21,842,659 | - 608,053 | 21,234,606 |
21,842,659 | 49,133,662 | - 491,383 | 48,642,279 |
- | - 252,414 | - | - 252,414 |
- 139,259,238 | 384,383,067 | 3,176,146 | 387,559,213 |
- | 13,387,678 | 206,804 | 13,594,482 |
5,887,775 | 5,887,775 | 473,217 | 6,360,992 |
5,887,775 | 19,275,453 | 680,021 | 19,955,474 |
- | - 182,231 | - | - 182,231 |
- 133,371,463 | 403,476,289 | 3,856,167 | 407,332,456 |
- | 10,339,722 | - 488,203 | 9,851,519 |
- 49,183,398 | - 49,183,398 | 669,759 | - 48,513,639 |
- 49,183,398 | - 38,843,676 | 181,556 | - 38,662,120 |
- | - 266,796 | - | - 266,796 |
- | - | 5,516,426 | 5,516,426 |
- 182,554,861 | 364,365,817 | 9,554,149 | 373,919,966 |
30 | NOTES TO THE INTERIM CONDENSED CONSOLIDATED ACCOUNTS |
FINANCIAL REPORT |
1. CORPORATE INFORMATION
EPH European Property Holdings Limited (fromer "Eastern Property Holdings Ltd") is a limited liability company incorporated and domiciled in British Virgin Islands whose shares are publicly traded on the SIX Swiss Exchange. The registered office is located at Hauteville Trust (BVI) Limited, P.O. Box 3483, Road Town, Tortola, British Virgin Islands.
The Interim Condensed Consolidated Financial Statements of EPH Euro- pean Property Holdings Limited (the "Company" or "EPH") and its subsidiaries (together the "Group") for the half year ended 30 June 2020 were authorised for issue in accordance with a resolution of the directors on 25 September 2020. The principal activities of the Group are given in Note 5.
The Company was founded in 2003 with the intention to invest European money in the promising Russian real estate market. In 2016, EPH acquired its first property outside Russia. In the following years, the company continued its westward expansion and strengthened its real estate portfolio through further acquisitions in Germany and Austria. In June 2020, the Company changed its name to EPH European Property Holdings to underline its geographic shift and its intensive expansion phase across European real estate markets.
2. BASIS OF PREPARATION
The Interim Condensed Consolidated Financial Statements for the six months ended 30 June 2020 have been prepared in accordance with IAS 34, 'Interim financial reporting'. The Interim Condensed Consolidated Financial Statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group's annual financial statements for the year ended 31 December 2019.
Management prepared these Interim Condensed Consolidated Financial Statements on a going concern basis.
Functional and presentation currency
The functional currency of the Company is the US dollar ("US$"). The functional currency of the Group's major subsidiaries is the Russian ruble (for Russian subsidiaries) and Euro ("EUR") (for German and Austrian subsidiar- ies). Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates. The Interim Condensed Consolidated Financial Statements are presented in US dollars ("US$").
Foreign currency exchange rates
The Group uses official rates of exchange, as determined by the Swiss National Bank (for 1 US$). The rates are given at the bottom of the page.
30.06.2020 | 31.12.2019 | 30.06.2019 | ||||
in US$ | RUB | EUR | RUB | EUR | RUB | EUR |
closing rate | 70.6570 | 0.8912 | 62.1071 | 0.8917 | 63.0829 | 0.8780 |
average rate | 70.2545 | 0.9054 | 64.4692 | 0.8933 | 64.8153 | 0.8846 |
Income tax
Income tax in the interim periods is accrued using the effective tax rate that would be applicable to the expected total annual earnings.
Seasonality of interim operations
The Group's operating income includes rent and sales income from real estate assets. While operations are subject to long-term cyclical patterns in rental and sales prices, Management of the Group does not believe interim operations are subject to seasonality.
The same accounting policies and methods of computation are followed in the Interim Condensed Consolidated Financial Statements as compared with the most recent annual Consolidated Financial Statements except for those described in Note 3.
3. CHANGES IN ACCOUNTING POLICIES
New amendments and improvements to standards set out below became effective 1 January 2020 and did not have any impact or did not have a material impact on the Group's Interim Condensed Consolidated Financial Statements:
- Amendments to Conceptual Framework: fair value, improved definitions and recommendations (subject of changes);
- Amendments to IFRS 9, IAS 39 and IFRS 7: interest benchmark reform
- Amendments to IAS 1 and IAS 8: definition of a materiality;
- IFRS 17: insurance contracts.
The following amendments have significant impact on the Group's Interim Condensed Consolidated Financial Statements:
Amendments to IFRS 3 Business Combinations
In October 2018, the IASB issued amendments to the definition of a business in IFRS 3 Business Combinations to help entities determine whether an acquired set of activities and assets is a business or not.
The amendments mainly include:
- Clarification that, to be considered a business, an acquired set of activities and assets must include, at a minimum, an input and a substantive pro- cess that together significantly contribute to the ability to create outputs.
- Removal of the assessment of whether market participants are capable of replacing any missing outputs or processes and continuing to pro- duce outputs
- Adding guidance and illustrative examples to help entities assess whether a substantive process has been acquired
- Narrowing the definitions of business and outputs by focusing on goods or services provided to customers and by removing the reference to an ability to reduce costs
- Adding an optional concentration test that permits a simplified assess- ment of whether an acquired set of activities and assets is not a business.
- The amendments must be applied to transactions that are either busi- ness combinations or asset acquisitions for which the acquisition date is on or after the first annual reporting period beginning on or after 1 January 2020. The amendments will have an effect on how manage- ment classifies acquisition of properties and the Group expects that the amendments will reduce the number of transactions that are accounted for as a business combination.
Early adoption of standards
In the first half of 2020, the Group did not early adopt any new or amended standards and does not plan to early adopt any of the issued, but not yet effective standards.
4. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of financial statements requires Management to make judge- ments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and ex- penses. Actual results may differ from these estimates.
Although management believes that the assumption and estimates used in these interim condensed consolidated financial statements are appropriate, any unforeseeable changes in these assumptions could impact the net assets, financial position and results of operations. The Covid-19 situation has been considered by judgements. In view of the global effects of the coronavirus pandemic on the economy and society, all current forecasts can be made only with a considerably higher degree of uncertainty. This applies particularly in the context of international links and interrelations between the financial mar- kets, the real economy and political decisions, which each individually have an influence on the economic effects of the pandemic already, but when combined are impossible to assess with any certainty ex ante. The management judgements and estimates are therefore based on the fundamental premise that the coronavirus pandemic represents a temporary phenomenon, affecting the Group's profits in the short run.
Judgements and estimates critical for these interim consolidated financial statements are given below.
JUDGEMENTS
Acquisition of investment properties
The Group acquires subsidiaries that own real estates. At the time of acqui- sition, the Group considers whether the acquisition represents the acquisition of a business or acquisition of an asset. The Group accounts for an acquisition as a business combination where an integrated set of activities is acquired in addition to the property. More specifically, consideration is made of the extent to which substantive processes are acquired. If acquired set of activities does not have an output (i.e. revenue), the process (or group of processes) is substantive only if:
- it is critical to the ability to develop or convert an acquired input or inputs into outputs; and
- the inputs acquired include both an organised workforce that has the necessary skills, knowledge, or experience to perform that process (or group of processes) and other inputs that the organised workforce could develop or convert into outputs.
If acquired set of activities has an output, the process (or group of process- es) shall be considered substantive if, when applied to an acquired input or inputs, it:
- is critical to the ability to continue producing outputs, and the inputs acquired include an organised workforce with the necessary skills, knowledge, or experience to perform that process; or
- significantly contributes to the ability to continue producing outputs and:
- is considered unique or scarce; or
- cannot be replaced without significant cost, effort, or delay in the ability to continue producing outputs.
NOTES TO THE CONSOLIDATED ACCOUNTS 31
FINANCIAL REPORT
When the acquisition of subsidiaries does not represent a business, it is accounted for as an acquisition of a group of assets and liabilities. The cost of the acquisition is allocated to the assets and liabilities acquired based upon their relative fair values, and no goodwill or deferred tax is recognised.
Recognition of revenue on sale of investment and inventory property Revenue on sale of investment and inventory property is recognised when a performance obligation is satisfied, which occurs when control of the property transfers to the buyer. In each case, management considers indicators to determine the point in time at which control passes to the customer, including but not limited to whether:
- the Group has a right to payment;
- the customer has obtained legal title to the asset;
- the entity has transferred possession of the asset to the customer;
- the customer has significant risks and rewards of ownership of the asset;
- the customer has accepted the asset.
If the customer has not physically accepted the asset but obtained significant risk and rewards of the ownership of the asset (which usually coincides in time with the transfer of legal title to the asset in Russia), the latter prevails in determining the moment of the control transfer.
ESTIMATES
Valuation of Investment property
Refer to Note 9.
Corporate profit tax rate for German properties
In 2016 and 2017, as of the acquisition date a deferred tax liability was recognised in City Gate and WLC due to the excess of the fair value of these businesses over their tax value. Goodwill arose on acquiring an asset via a share deal, where the Group inherited the fiscal basis of the assets. As IFRS require recognition of deferred taxes on a nominal basis, while share transactions are based on market value of these taxes, a difference appeared was reflected in the goodwill. Therefore, in this case the impairment test consists in a comparison between the accounting value of the Goodwill and the potential tax optimization existing at the date of reporting.
At the date of acquisition and in subsequent reporting periods, management applied corporate profit tax rate of 30.50% for City Gate and 32.275% for WLC for the measurement of the entities' deferred tax liabilities. On 1 Janu- ary 2020, Management re-estimated tax rates that the entities are eligible to apply in the future if the investment properties will be realized, being now 15.825% for both entities. Management made sure and resumed that both entities will meet the conditions to apply for extended trade tax deduction. Remeasurement resulted in goodwill's excess over deferred tax liabilities, which was written off and recognized in profit and loss as decrease to the deferred tax benefit resulting from rate change.
32 NOTES TO THE CONSOLIDATED ACCOUNTS FINANCIAL REPORT
5. SEGMENT INFORMATION
Information on the major customers and gross and net rental income of the Rental properties segment on asset by asset basis is given in Note 15.
Asset STRAL 3 (Berlin, Germany), acquired on 2 April 2020 (Note 8), refers to the Rental Properties Segment based on its business nature, production processes, type of customer, distribution methods and other characteristics. Asset LASS 1 (Vienna, Austria), acquired on 29 June 2020 (Note 8), refers to the newly introduced segment Rental Property Under Construction. Upon completion of construction and start of leases, expected in June 2022, the asset will be reclassified to Rental Properties Segment. For the period of one day after acquisition up to 30 June 2020, there were no operations at the segment.
In 2020, the Company issued interest bearing subordinated registered notes. Proceeds are mainly used to finance acquisition of rental properties and rental properties under construction. Therefore, the notes as well as interest expensed or capitalised for them are also presented in Rental Properties and Rental Property Under Construction segments in proportion to the value of the properties.
Revenue of the Group by operating activities for the periods is as follows:
for six months ended 30.06.2020 | |||||
in US$ | Rental properties | Residential properties for sale | Other segments | Total | |
Gross rental income | 31,066,966 | - | - | 31,066,966 | |
Other rental expenses | - 2,021,329 | - | - | - 2,021,329 | |
Net rental income | 29,045,637 | - | - | 29,045,637 | |
Sales of properties | 20,432,782 | 7,481,118 | - | 27,913,900 | |
Net gain arising from the sales of properties | 11,603,782 | 851,055 | - | 12,454,837 | |
Interest income | 150,285 | 44,010 | - | 194,295 | |
Net foreign exchange gain/(loss) | - 2,705,821 | 58,536 | - 25,486,721 | - 28,134,006 | |
Valuation movements | 21,099,244 | - | 51,954 | 21,151,198 | |
Finance costs | - 17,019,108 | - 849,730 | - 388,950 | - 18,257,788 | |
Income tax expense | 810,487 | - 2,207,798 | - 50,520 | - 1,447,831 | |
Other expenses | - 1,355,630 | - 1,672,352 | - 2,126,841 | - 5,154,823 | |
Net profit/(loss) for the | period | 41,628,876 | - 3,776,279 | - 28,001,078 | 9,851,519 |
for six months ended 30.06.2019 | |||||
in US$ | Rental properties | Residential properties for sale | Other segments | Total | |
Gross rental income | 38,879,098 | - | - | 38,879,098 | |
Other rental expenses | - 1,113,859 | - | - | - 1,113,859 | |
Net rental income | 37,765,239 | - | - | 37,765,239 | |
Gain on disposal of inventory | - | 3,082,737 | - | 3,082,737 | |
Interest income | 218,328 | 14,158 | - | 232,486 | |
Net foreign exchange gain/(loss) | 5,505,245 | - 107,440 | 32,821,320 | 38,219,125 | |
Valuation movements | - 24,467,803 | - | 89,136 | - 24,378,667 | |
Finance costs | - 15,358,447 | - 849,688 | - 47,012 | - 16,255,147 | |
Income tax expense | - 3,391,370 | - 2,687,881 | - | - 6,079,251 | |
Other expenses | - 2,868,244 | - 1,140,839 | - 1,169,766 | - 5,178,849 | |
Net profit/(loss) for the | period | - 2,597,052 | - 1,688,953 | 31,693,678 | 27,407,673 |
NOTES TO THE CONSOLIDATED ACCOUNTS 33
FINANCIAL REPORT
The Management Committee also assesses the performance of operating segments based on the results of valuation of the respective assets.
Assets and liabilities valuation as of 30.06.2020
Rental | Rental Property | Residential | Other | ||
Properties | Under Construction | Properties for sale | Segments | Total | |
Investment properties | 1,052,457,393 | 82,452,166 | - | 3,367,819 | 1,138,277,378 |
Prepayments for future acquisitions | 23,068,555 | - | - | - | 23,068,555 |
Goodwill | 72,498,020 | - | - | - | 72,498,020 |
Inventory | - | - | 102,662,027 | - | 102,662,027 |
Cash&cash equivalents | 28,612,851 | 200,379 | 1,181,485 | 74,942,384 | 104,937,099 |
Other Assets | 33,506,086 | 1,308,599 | 338,484 | 12,723 | 35,165,892 |
Total Assets | 1,210,142,905 | 83,961,144 | 104,181,996 | 78,322,926 | 1,476,608,971 |
Total Liabilities | 987,095,479 | 86,155,548 | 29,224,419 | 213,559 | 1,102,689,005 |
Assets and liabilities valuation as of 31.12.2019 | |||||
Rental Property | Residential | Other | |||
Rental Properties | Under Construction | Properties for sale | segments | Total | |
Investment properties | 1,003,743,451 | - | - | 3,772,677 | 1,007,516,128 |
Goodwill | 22,962,341 | - | - | - | 22,962,341 |
Inventory | 76,620,949 | - | - | - | 76,620,949 |
Loans | - | - | 124,420,990 | - | 124,420,990 |
Cash&cash equivalents | 23,457,710 | - | 3,998,331 | 1,916,817 | 29,372,858 |
Other Assets | 6,702,821 | - | 874,729 | 84,971 | 7,662,521 |
Total Assets | 1,133,487,272 | - | 129,294,050 | 5,774,465 | 1,268,555,787 |
Total Liabilities | 830,638,707 | - | 30,506,992 | 77,632 | 861,223,331 |
Geographical information on Group's revenues and significant non-financial assets is given below:
for six months ended 30.06.2020 | ||||
in US$ | Russia | Germany | Austria | Total |
Gross rental income | 23,735,135 | 5,378,476 | 1,953,355 | 31,066,966 |
Net rental income | 22,743,246 | 4,349,036 | 1,953,355 | 29,045,637 |
Sales of residential and investment properties | 27,913,900 | - | - | 27,913,900 |
Carrying amount of: | ||||
Investment property | 599,047,834 | 341,225,314 | 198,004,230 | 1,138,277,378 |
Prepayments for future acquisitions | - | - | 23,068,555 | 23,068,555 |
Goodwill | 45,621,368 | 15,175,987 | 11,700,665 | 72,498,020 |
Inventory | 102,662,027 | - | - | 102,662,027 |
Total | 747,331,229 | 356,401,301 | 232,773,450 | 1,336,505,980 |
for six months ended 30.06.2019 | ||||
in US$ | Russia | Germany | Austria | Total |
Gross rental income | 33,641,915 | 3,928,329 | 1,308,854 | 38,879,098 |
Net rental income | 33,252,134 | 3,204,250 | 1,308,855 | 37,765,239 |
Carrying amount of: | ||||
Investment property | 634,748,670 | 237,705,148 | 119,362,187 | 991,816,005 |
Goodwill | 45,621,368 | 19,606,676 | 11,876,581 | 77,104,625 |
Inventory | 124,077,680 | - | - | 124,077,680 |
Total | 804,447,718 | 257,311,824 | 131,238,768 | 1,192,998,310 |
34 | NOTES TO THE INTERIM CONDENSED CONSOLIDATED ACCOUNTS |
FINANCIAL REPORT |
6. BUSINESS COMBINATION | ||
On 28 February 2019, the Company acquired 100% of the group of entities: holding companies QBC BT IV Alpha | ||
GmbH, QBC BT IV Beta GmbH, QBC BT IV Epsilon GmbH and property company QBC Immobilien GmbH&Co Delta | ||
KG owning the office property in Am Belvedere 4, 1100 Vienna, Austria. The property is a newly constructed Class | ||
A office property in the attractive and sought-after Quartier Belvedere in Vienna and in close proximity to the newly | ||
constructed main station of Vienna. The property comprises an approx. gross floor area of 20,000 sqm with 71 | ||
parking spaces and is fully let, primarily to the headquarters of the accounting firm BDO. | ||
The property has been acquired on market terms. The acquired assets and liabilities constitute a business and are | ||
accounted for in accordance with IFRS 3. | ||
The fair values of the identifiable assets and liabilities of the acquired business as of the date of acquisition is given | ||
below (translated at rate 1.1391 US$/EUR): | ||
in US$ | 28 February 2019 | |
Assets | ||
Investment property | 117,358,448 | |
Trade receivables | 37,520 | |
Other assets | 81,230 | |
Cash and cash equivalents | 716,299 | |
Total assets | 118,193,497 | |
Liabilities | ||
Deferred tax liabilities | 11,877,628 | |
Borrowings | 62,487,315 | |
Accounts payable and accrued expenses | 300,783 | |
Total liabilities | 74,665,726 | |
Total identifiable net | assets at fair value | 43,527,771 |
Goodwill arising on acquisition | 11,877,628 | |
Purchase consideration | 55,405,399 | |
thereof paid in cash | 55,405,399 | |
Analysis of cash flows | on acquisition | |
Net cash acquired with the subsidiaries | 716,299 | |
Cash payment | - 55,405,399 | |
Net cash outflow | - 54,689,100 |
At the date of the acquisition, the fair value of the trade receivables did not differ from their gross contractual amount. As of the acquisition date, a deferred tax liability is recognised due to the excess of the fair value of the investment property over its tax value. Goodwill arises on acquiring an asset via a share deal, where the Group inherits the fiscal basis of the assets. As IFRS require recognition of deferred taxes on a nominal basis, while share transactions are based on market value of these taxes, a difference appeared is reflected in the goodwill. None of the goodwill is expected to be deductible for income tax purposes.
Transaction costs incurred in the amount of US$ 1.5 million are recognised in profit or loss in line Professional and administration fees.
36 | NOTES TO THE INTERIM CONDENSED CONSOLIDATED ACCOUNTS |
FINANCIAL REPORT |
7. INVESTMENT PROPERTIES
The balances and movements of investments properties on a project basis, reconciliation of their carrying amounts to the fair values determined by the independent appraisal and descriptions of the properties are given in the tables below.
for the half year ended 30.06.2020
Scandinavia | |||||||
in US$ | Berlin House | Geneva House | Polar Lights | Hermitage Plaza | Magistral'naya | Arbat | land plots |
Beginning of the period | 152,229,774 | 147,198,000 | 111,737,000 | 209,869,000 | 4,824,000 | 21,499,000 | 3,772,677 |
Acquisitions | - | - | - | - | - | - | - |
Additions from | |||||||
subsequent expenditure | 11,597 | - | 319,372 | 486,307 | - | 6,930 | - |
Borrowing costs (2) | - | - | - | - | - | - | - |
Disposals (1) | - | - | - | - | - | - 8,829,000 | - |
Other | - 10,362 | - | - 890,413 | - 41,925 | - | - | - |
Revaluations | - 759,507 | - 1,996,000 | - 11,445,959 | - 25,311,382 | - 639,000 | - 2,536,930 | 51,954 |
Land lease obligations | - 40,488 | - | - | - | - | - | - |
Effect of translation to presentation currency | - | - | - | - | - | - | - 456,812 |
End of period | 151,431,014 | 145,202,000 | 99,720,000 | 185,002,000 | 4,185,000 | 10,140,000 | 3,367,819 |
as of 30.06.2020 | |||||||
Market value as estimated | |||||||
by the external valuer | 151,100,000 | 145,202,000 | 99,720,000 | 185,002,000 | 4,185,000 | 10,140,000 | 3,367,819 |
Construction in progress | |||||||
carried at cost | - | - | - | - | - | - | - |
Add: land lease obligation | |||||||
recognised separately | 331,014 | - | - | - | - | - | - |
Carrying amount for | |||||||
financial reporting purposes | 151,431,014 | 145,202,000 | 99,720,000 | 185,002,000 | 4,185,000 | 10,140,000 | 3,367,819 |
for the year ended 31.12.2019 | |||||||
Scandinavia | |||||||
in US$ | Berlin House | Geneva House | Polar Lights | Hermitage Plaza | Magistral'naya | Arbat (1) | land plots |
Beginning of the period | 141,292,855 | 140,730,907 | 96,432,222 | 201,096,102 | 4,488,262 | 18,956,000 | 3,320,000 |
Acquisitions arising from | |||||||
business combinations | - | - | - | - | - | - | - |
Additions from | |||||||
subsequent expenditure | 33,721 | 42,585 | 1,816,408 | 2,548,280 | - | - | - |
Disposals | - | - | - | - | - | - | - |
Other | - 22,824 | - | - | - 35,761 | - | - | - |
Revaluations | 10,890,916 | 7,155,416 | 14,220,592 | 8,356,482 | 424,000 | 2,543,000 | 54,701 |
Land lease obligations | 35,106 | - 730,908 | - 732,222 | - 2,096,103 | - 88,262 | - | - |
Effect of translation to presentation currency | - | - | - | - | - | - | 397,976 |
End of period | 152,229,774 | 147,198,000 | 111,737,000 | 209,869,000 | 4,824,000 | 21,499,000 | 3,772,677 |
as of 31.12.2019 | |||||||
Market value as estimated | |||||||
by the external valuer | 151,897,000 | 147,198,000 | 111,737,000 | 209,869,000 | 4,824,000 | 21,499,000 | 3,772,677 |
Add: land lease obligation | |||||||
recognised separately | 332,774 | - | - | - | - | - | - |
Carrying amount for | |||||||
financial reporting purposes | 152,229,774 | 147,198,000 | 111,737,000 | 209,869,000 | 4,824,000 | 21,499,000 | 3,772,677 |
NOTES TO THE INTERIM CONDENSED CONSOLIDATED ACCOUNT | 37 |
FINANCIAL REPORT |
for the half year ended 30.06.2020
LASS1 | ||||||
in US$ | City Gate | WLC | QBC 4 | STRAL 3 (under construction) | Total | |
Beginning of the period | 139,284,513 | 100,033,644 | 117,068,520 | - | - | 1,007,516,128 |
Acquisitions | - | - | - | 111,665,075 | 81,736,967 | 193,402,042 |
Additions from | ||||||
subsequent expenditure | - | - | - | - | - | 824,206 |
Borrowing costs (2) | - | - | - | - | 705,696 | 705,696 |
Disposals (1) | - | - | - | - | - | - 8,829,000 |
Other | - 20,357 | - 15,947 | - | - | - | - 979,004 |
Revaluations | - 421,437 | - 1,088,537 | - 1,557,323 | - 11,641,361 | - | - 57,345,482 |
Land lease obligations | - | - | - | - | - | - 40,488 |
Effect of translation | ||||||
to presentation currency | 71,105 | 38,524 | 40,869 | 3,320,092 | 9,502 | 3,023,280 |
End of period | 138,913,824 | 98,967,684 | 115,552,066 | 103,343,806 | 82,452,165 | 1,138,277,378 |
as of 30.06.2020 | ||||||
Market value as estimated | ||||||
by the external valuer | 138,913,824 | 98,967,684 | 115,552,066 | 103,343,806 | - | 1,055,494,199 |
Construction in progress | ||||||
carried at cost | - | - | - | - | 82,452,165 | 82,452,165 |
Add: land lease obligation | ||||||
recognised separately | - | - | - | - | - | 331,014 |
Carrying amount for | ||||||
financial reporting purposes | 138,913,824 | 98,967,684 | 115,552,066 | 103,343,806 | 82,452,165 | 1,138,277,378 |
for the year ended 31.12.2019 | ||||||
in US$ | City Gate | WLC | QBC 4 | Total | ||
Beginning of the period | 136,209,289 | 98,926,142 | - | 841,451,779 | ||
Acquisitions arising from business | ||||||
combinations | - | - | 117,358,448 | 117,358,448 | ||
Additions from | ||||||
subsequent expenditure | 215,712 | 189,415 | 29,436 | 4,875,557 | ||
Other | - 41,267 | - 31,623 | - | - 131,476 | ||
Revaluations | 5,534,754 | 2,864,710 | 1,467,280 | 53,511,851 | ||
Land lease obligations | - | - | - | - 3,612,389 | ||
Effect of translation | ||||||
to presentation currency | - 2,633,975 | - 1,915,000 | - 1,786,644 | - 5,937,643 | ||
End of period | 139,284,513 | 100,033,644 | 117,068,520 | 1,007,516,128 | ||
as of 31.12.2019 | ||||||
Market value as estimated | ||||||
by the external valuer | 139,284,513 | 100,033,644 | 117,068,520 | 1,007,183,354 | ||
Add: land lease obligation | ||||||
recognised separately | - | - | - | 332,774 | ||
Carrying amount for | ||||||
financial reporting purposes | 139,284,513 | 100,033,644 | 117,068,520 | 1,007,516,128 |
(1) Disposal of investment property at Arbat 24
In June 2020, the Group sold to a third party the office area of 2 600 sqm in Arbat 24 with the carrying amount of
US$ 8.83 million. Refer to Note 16.
- The Group capitalizes in the cost of rental property under construction interest incurred in connection to the borrowing of funds directly attributable to its acquisition and construction.
38 | NOTES TO THE INTERIM CONSOLIDATED ACCOUNTS |
FINANCIAL REPORT |
Berlin House | Geneva House | Polar Lights | Hermitage Plaza | Magistral'naya | |
Country | Russia | Russia | Russia | Russia | |
City | Moscow | Moscow | Moscow | Moscow | Moscow |
4&13,2/4, | 11/2 1st | ||||
Address | 5, Petrovka Street | 7, Petrovka Street | 26, Pravdy Street | Krasnoproletarskaya St. | Magistralnaya St |
Property description | Office&retail centre | Office&retail centre | Office&retail centre | Office centre | Office centre |
Class | A | A | B+ | A | B |
Building area, sqm | 13,381 | 16,455 | 37,815 | 40,216 | 3,552 |
Land | leasehold | leasehold | leasehold | leasehold | leasehold |
Net rentable area in sqm (BOMA) | 10,100 | 11,970 | 30,750 | 32,900 | 3,177 |
office | 6,620 | 10,340 | 29,270 | 32,260 | 3,177 |
retail | 3,480 | 1,630 | 1,480 | 640 | - |
other | - | - | - | - | - |
Parking lots | |||||
underground | 62 | 132 | 159 | 281 | - |
surface | - | - | 52 | - | 39 |
Vacancy rate as a % of net rentable area | 13.5% | 8.9% | 2.9% | 3.5% | 0.0% |
Lease terms | 2020 - 2030 | 2020 - 2035 | 2020 - 2027 | 2020 - 2026 | 2022 |
Weighted average lease term, years | 4.3 | 4.9 | 3.1 | 4.7 | 2.0 |
Carrying amount, US$ | 151,431,014 | 145,202,000 | 99,720,000 | 185,002,000 | 4,185,000 |
NOTES TO THE INTERIM CONSOLIDATED ACCOUNTS | 39 |
FINANCIAL REPORT |
as of 30.06.2020 | |||||||
Arbat 39 (1) | Scandinavia land | City Gate | WLC (2) | QBC 4 | STRAL 3 | LASS 1 | |
Russia | Russia | Germany | Germany | Austria | Germany | Austria | |
Moscow | Leningrad Region | Stuttgart | Hamburg | Vienna | Berlin | Vienna | |
near Leninskoye | |||||||
Settlement, | |||||||
39, Arbat Street | Vyborgskiy District | 11, Kriegsbergstrasse | 1a, Gorch-Fock-Wall | 4, Am Belvedere | 3, Stralauer Allee | 1, Lassallestrasse | |
Mixed-use: | Office&retail | Office and retail | Design hotel | Office building | |||
apartments&retail | 4 land plots of 55 ha | with restaurant | with fitness | Office centre | (ref. to music theme) | under construction | |
Elite | n/a | A | A | A | n/a | n/a | |
10,520 | n/a | 26,445 | 12,068 | 20,000 | 20,160 | 29 000* | |
leasehold | freehold | freehold | freehold | freehold | freehold | freehold | |
1,200 | n/a | 17,260 | 12,068 | 17,425 | 20,160 | 29 000* | |
- | n/a | 15,407 | 6,171 | 17,425 | n/a | n/a | |
1,200 | n/a | 1,330 | 2,519 | - | n/a | n/a | |
2 416 (fitness), | |||||||
- | n/a | 523 (restaurant) | 962 (other) | - | n/a | n/a | |
65 | n/a | 145 | 89 | 71 | 86 | n/a | |
- | n/a | - | - | - | 39 | n/a | |
85% | n/a | 0.0% | 1.2% | 0.0% | - | n/a | |
2023 | n/a | 2021 - 2030 | 2023 - 2032 | unlimited | n/a | n/a | |
3.0 | n/a | 6.3 | 7.8 | unlimited | 15.4 | n/a | |
10,140,000 | 3,367,819 | 138,913,824 | 98,967,684 | 115,552,066 | 103,343,806 | 82,452,165 |
- Arbat project represents a multi-use building of 10,520 sqm at Abat Street 39 in Moscow. The building includes elite segment apartments and retail/office area. Retail/ office premises have been recognised as investment property and carried at fair value. Main characteristics on retail/ office premises is presented in the table below. Apartments, which are intended for sale, have been recognised as Inventory and carried at cost but tested against an appraisal for impairment at each balance sheet date (Note 10).
- The carrying value of Work Life Center represents its fair value adjusted for outstanding capital expenditure in the amount of EUR 0.30 million (US$ 0.34 million) (31 December 2019: EUR 0.30 million (US$ 0.34 million)).
40 | NOTES TO THE INTERIM CONSOLIDATED ACCOUNTS |
FINANCIAL REPORT |
8. ACQUISITIONS OF INVESTMENT PROPERTY STRAL3
On 2 April 2020, the Company's subsidiary Lexworth Finance Ltd acquired from third parties 89.9% of shares in SA3 Media S.A.R.L. (original name Arion Investment S.A.R.L.), domiciled in Luxemburg. SA3 Media owns freehold land plot and the building in Stralauer Allee 3,4,5,6,10245 Berlin (Friedrichshain area). The property had been completed in 2010 and comprises approximately 20,160 sqm, including 304 rooms, 86 underground&39 surface parking spaces, a spa, restaurant and two music studios. The property is leased in its entirety to the hotel operator Nhow Hotel, part of the NH Hotel Group. The lease has over 15 years left with the option to extend by a further 10 years. The SA3 Media S.A.R.L. does not manage the hotel and does not provide any services to its guests. The lessee bears all direct expenses related to the operating of the hotel, with the exception of exterior design and maintenance of the building.
The consideration for the Group's share in the property amounted to EUR 90.9 million (US$ 98.9 million), of which EUR 0.47 million (0,52 million) is outstanding as of 30 June 2020. The total value of the investment property amounted to EUR 102.9 million (US$ 111.7 million at acquisition date), including transaction related costs in the amount of EUR 1.3 million (US$ 1.4 million) incurred by the Group.
LASS1
On 29 June 2020, the Company's subsidiary Lexworth Finance Ltd acquired from third parties 100% of shares in Ramses Immobilien Gesellschaft mbH&Co OG ("Ramses" hereinafter) (refer to Note 20 for all the intermediary companies participating), a company domiciled in Austria.
Ramses owns freehold land plot and building in Lassallestrasse 1 in Vienna. The mixed-use building was originally built in 1993 and is currently undergoing a refurbishment that is expected to be completed in June 2022. The property will be spread across nine floors and after refurbishment and construction of the top floor will comprise a total of approx. 29,000 sqm with 150 underground and 70 outdoor parking spaces. Tenants of the building will include City of Vienna, the State Police and the supermarket Merkur, with an average lease of more than 10 years. Ramses and all other acquired entities do not employ any staff. During construction phase, only tenant State Police will sit in the building under lease. Other tenants will move in after completion of construction and refurbishment expected in June 2022. At the date of acquisition, 28% of the area are contracted for lease. It is expected that the lease will increase to 85% of the area by the end of the construction.
The price of the property is agreed as initial payment plus contingent consideration when the Group is obligated to make additional payments if the future event or condition occurs. Initial payment amounted to EUR 72.3 million (US$
81.1 million), of which EUR 2.5 million (US$ 2.9 million) is outstanding as of 30 June 2020 and presented in current liabilities, line Borrowings of the statement of financial position. Additional payments are contingent on future events, primarily conclusion of the new leases and construction progress. There were no additional payments due in the reporting period. In addition to the share purchase agreement, the Group also concluded general construction agree- ment with the seller for EUR 50 million (US$ 56.1 million) for construction work at the building. Final purchase price for the property will be determined at construction completion date, planned for June 2022, and should not be higher than EUR 145 million (US$ 162.7 million), including EUR 50 million (US$ 56.1 million) to be paid under the general construction agreement.
Transaction related costs of EUR 0.54 million (US$ 0.61 million) are capitalized in the cost of the investment property. The Group measures LASS 1 property at cost, since its fair value is not reliably measurable in the refurbishment stage, until its fair value becomes reliably measureable or construction is completed (whichever is earlier). Contingent payments will be recognized in the cost of the property, when incurred.
The acquisition is fully financed by the funds from subordinated notes issued in the reporting period. Until completion of the construction, interest incurred will be capitalized in the cost of investment property.
NOTES TO THE INTERIM CONSOLIDATED ACCOUNTS | 41 |
FINANCIAL REPORT |
9. FAIR VALUE MEASUREMENT - INVESTMENT PROPERTY
Valuation of real estate assets involves a significant number of assumptions and judgement calls by the valuers. These variables include, but are not limited to: future rent and sale price levels, amount of time needed to rent or sell space, time needed to deliver new construction, best and highest use of an asset or space in an asset, and exchange rates. Varying any of these factors can have a material impact on valuations, and variations in a number of these factors at once can have a significant effect.
When possible, valuers make their assumptions based on available evidence. When such evidence is lacking, which is often the case in the Russian market, assumptions are based on the experience and judgement of the valuer.
The fair value of each Investment Property is determined by independent real estate valuation experts using recognised valuation techniques where, except for Scandinavia land plots, the Discounted Cash Flow Method (DCF) within the income approach is used. Scandinavia land plots are valued by using sales comparable method.
The determination of the fair value of Investment Property requires the use of estimates such as future cash flows from assets (including lettings, tenants' profiles, future revenue streams, capital values of fixtures and fittings, plant and machinery, any environmental matters and the overall repair and condition of the property) and discount rates applicable to those assets. Future revenue streams, inter alia, comprises contracted rent (passing rent) and estimated rental income (ERV) after the contract period. In estimating ERV, the potential impact of future lease incentives to be granted to secure new contracts is taken into consideration. All these estimates are based on local market conditions existing at the reporting date.
For all investment properties that are measured at fair value, the current use of the property is considered the highest and best use.
Techniques used for valuing investment property
The Discounted Cash Flow Method involves the projection of a series of periodic cash flows either to an operating property or a development property. To these projected cash flow series, an appropriate, market-derived discount rate is applied to achieve an indication of the present value of the income stream associated with the property. The calculated periodic cash flow is typically estimated as gross rental income less vacancy and collection losses and less operating expenses/outgoings and investment costs. A series of periodic net operating incomes, along with an estimate of the reversion/terminal/exit value (which uses the traditional valuation approach) anticipated at the end of the projection pe- riod, are discounted to present value. The aggregate of the net present values equals the market value of the property.
Under Sales Comparable Method, estimations of the property's market value are based on analysis of recent sales/ offers of comparable real estate assets, provided that key parameters of the comparable assets are similar to the ones of the valued property. The method assumes that the market will estimate the value of the valued property the same way as it was done for comparable properties.
Investment properties fair value hierarchy
The Group uses the following hierarchy for determining and disclosing the fair value of investment properties by valuation technique:
- Level 1: quoted (unadjusted) prices in active markets for identical assets;
- Level 2: other techniques for which all inputs that have a significant effect on the recorded fair value are observ- able, either directly or indirectly;
- Level 3: techniques that use inputs that have a significant effect on the recorded fair value that are not based on observable market data.
As of 30 June 2020 and 31 December 2019, the Group held the investment properties carried at fair value determined by the Level 3 technique.
During six months ending 30 June 2020 and the year ending 31 December 2019, there were no transfers between
Level 1&2 fair value measurements.
42 | NOTES TO THE INTERIM CONSOLIDATED ACCOUNTS |
FINANCIAL REPORT |
Valuation techniques used to derive Level 3 fair values
The table below presents the following for each investment property:
- The fair value measurement at the end of the reporting period;
- A description of the valuation techniques applied;
- Quantitative information about significant unobservable inputs used in the fair value measurement.
Property | Fair value as of 30.06.2020 | Valuation technique | Key unobservable inputs | Range (Weighted average), per sq.m p.a. |
ERV | US$ 750 - US$ 2,700 (US$ 1,270) | |||
Discount rate | 10.50% | |||
Berlin House | $151,100,000 | DCF | Capitalisation rate | 8.50% |
ERV | US$ 750 - US$ 3,100 (US$ 935) | |||
Discount rate | 10.50% | |||
Geneva House | $145,202,000 | DCF | Capitalisation rate | 8.50% |
ERV | US$ 21 - US$ 1,389 (US$ 335) | |||
Discount rate | 13.25% | |||
Polar Lights | $99,720,000 | DCF | Capitalisation rate | 9.75% |
ERV | US$ 189 - US$ 1,712 (US$ 487) | |||
Discount rate | 12.25% | |||
Hermitage Plaza | $185,002,000 | DCF | Capitalisation rate | 9.00% |
ERV | US$ 179 (US$ 179) | |||
Discount rate | 15.75% | |||
Magistral'naya | $4,185,000 | DCF | Capitalisation rate | 10.75% |
ERV | € 276 - € 300 (€ 291) | |||
DCF | Discount rate | 4.35% | ||
City Gate | € 123,800,000 | Capitalisation rate | 3.85% | |
ERV | € 228 - € 276 (€ 270) | |||
DCF | Discount rate | 4.30% | ||
Work Life Center | € 88,200,000 | Capitalisation rate | 3.70% | |
ERV | € 188 - € 226 (€ 197) | |||
DCF | Discount rate | 3.74% | ||
QBC 4 | € 102,980,000 | Capitalisation rate | 3.20% | |
ERV | US$ 208 (US$ 208) | |||
DCF | Discount rate | 5.90% | ||
STRAL 3 | € 92,100,000 | Capitalisation rate | 4.45% | |
ERV | US$ 572 - US$ 1,144 (US$ 804) | |||
DCF | Discount rate | 11.75% | ||
Arbats 39 | $10,140,000 | Capitalisation rate | 8.75% | |
Scandinavia | $3,367,819 | Comparable approach | n.a | n.a |
NOTES TO THE INTERIM CONSOLIDATED ACCOUNTS | 43 |
FINANCIAL REPORT |
Property | Fair value as of 31.12.2019 | Valuation technique | Key unobservable inputs | Range (Weighted average), per sq.m p.a. |
ERV | US$ 750 - US$ 2,621 (US$ 1,251) | |||
Discount rate | 10.50% | |||
Berlin House | $151,897,000 | DCF | Capitalisation rate | 8.50% |
ERV | US$ 750 - US$ 3,100 (US$ 935) | |||
Discount rate | 10.50% | |||
Geneva House | $147,198,000 | DCF | Capitalisation rate | 8.75% |
ERV | US$ 172 - US$ 1,580 (US$ 380) | |||
Discount rate | 13.25% | |||
Polar Lights | $111,737,000 | DCF | Capitalisation rate | 9.75% |
ERV | US$ 244 - US$ 768 (US$ 552) | |||
Discount rate | 12.25% | |||
Hermitage Plaza | $209,869,000 | DCF | Capitalisation rate | 9.00% |
ERV | US$ 202 (US$ 202) | |||
Discount rate | 15.75% | |||
Magistral'naya | $4,824,000 | DCF | Capitalisation rate | 10.75% |
ERV | € 276 - € 300 (€ 291) | |||
DCF | Discount rate | 4.55% | ||
City Gate | € 124,200,000 | Capitalisation rate | 3.85% | |
ERV | € 228 - € 276 (€ 270) | |||
DCF | Discount rate | 4.50% | ||
Work Life Center | € 89,500,000 | Capitalisation rate | 3.65% | |
ERV | € 184 - € 222 (€ 195) | |||
DCF | Discount rate | 3.74% | ||
QBC 4 | € 104,390,000 | Capitalisation rate | 3.20% | |
ERV | US$ 430 - US$ 1,659 (US$ 591) | |||
DCF | Discount rate | 11.75% | ||
Arbats IP | $21,499,000 | Capitalisation rate | 10.25%; 8.75% | |
Scandinavia | $3,772,677 | Comparable approach | n.a | n.a |
44 | NOTES TO THE INTERIM CONSOLIDATED ACCOUNTS |
FINANCIAL REPORT |
Sensitivity analysis to significant changes in unobservable inputs within Level 3 of the hierarchy
The significant unobservable inputs used in the fair value measurement categorized within Level 3 of the fair value hierarchy of the entity's portfolios of investment property are:
- ERV
- Discount rate
- Capitalisation rate
Significant increases (decreases) in the ERV in isolation would result in a significantly higher (lower) fair value measure- ment. Significant increases (decreases) in the discount rate/capitalisation rate in isolation would result in a significantly lower (higher) fair value measurement.
The table below presents the sensitivity of the valuation to changes in the most significant unobservable inputs used in the fair value measurement categorized within Level 3.
30.06.2020 | Effect on fair value | |
in US$ | Sensitivity used | Rental properties |
Decrease in ERV | 5% | - 30,703,312 |
Increase in discount rate | 25 bps | - 15,563,502 |
Increase in capitalisation rate | 25 bps | - 30,504,712 |
31.12.2019 | Effect on fair value | |
in US$ | Sensitivity used | Rental properties |
Decrease in ERV | 5% | - 31,279,332 |
Increase in discount rate | 25 bps | - 14,107,496 |
Increase in capitalisation rate | 25 bps | - 28,113,870 |
10. INVENTORY | ||
for six months ended | for the year ended | |
in US$ | 30.06.2020 | 31.12.2019 |
Inventory | ||
Beginning of the period | 124,420,990 | 116,649,298 |
Disposal | - 6,630,063 | - 5,309,113 |
Disposal by joint operator | - | - 605,959 |
Effect of translation to presentation currency | - 15,128,900 | 13,686,764 |
End of period | 102,662,027 | 124,420,990 |
ARBAT MULTI-USE COMPLEXES (APARTMENT PREMISES)
Inventory consists of residential properties at Arbat Multi-use complexes. Arbat projects represent two multi-use buildings of 24,630 and 10,520 sqm at Arbat Street 24 and Arbat Street 39 in Moscow. The part of the project representing residential properties expected for sale is recognized as inventory. As of 30 June 2020, the Group owns the apartments with total area of approx. 9,200 sqm.
In the reporting period, the Group sold five apartments at Arbat Street 39, one apartment at Arbat Street 24 with several parking lots to third parties and recognised gain on sale in the amount of US$ 0.85 million (Note 16). This includes parking lots sold to the buyer of the office area at Arbat 24 (refer to Note 16).
Inventory is kept at cost and tested against appraised values for impairment at each balance sheet date. The carrying value is thus the lower of cost and net realizable value. The cost of the space allocated for apartments in the Arbat Multi-use Complexes was determined to be US$ 102.66 million as of 30 June 2020 (31 December 2019: US$ 124.42 million).
NOTES TO THE INTERIM CONSOLIDATED ACCOUNTS | 45 |
FINANCIAL REPORT |
11. GOODWILL
for six months ended 30.06.2020
in US$ | Berlin House | Geneva House | Polar Lights | Hermitage Plaza | City Gate | WLC | QBC 4 | Total |
Goodwill | ||||||||
Beginning of the period | 8,837,903 | 3,655,945 | 12,372,982 | 20,754,539 | 13,564,628 | 5,740,848 | 11,694,104 | 76,620,949 |
Impairment | - | - | - | - | - 2,920,838 | - 1,217,162 | - | - 4,138,000 |
Forex effect | - | - | - | - | 5,972 | 2,538 | 6,561 | 15,071 |
End of period | 8,837,903 | 3,655,945 | 12,372,982 | 20,754,539 | 10,649,762 | 4,526,224 | 11,700,665 | 72,498,020 |
for the year ended 31.12.2019 | ||||||||
in US$ | Berlin House | Geneva House | Polar Lights | Hermitage Plaza | City Gate | WLC | QBC 4 | Total |
Goodwill | ||||||||
Beginning of the period | 8,837,903 | 3,655,945 | 12,372,982 | 20,754,539 | 13,833,167 | 5,854,500 | - | 65,309,036 |
Arising on business | ||||||||
combinations (Note 6) | - | - | - | - | - | - | 11,877,628 | 11,877,628 |
Forex effect | - | - | - | - | - 268,539 | - 113,652 | - 183,524 | - 565,715 |
End of period | 8,837,903 | 3,655,945 | 12,372,982 | 20,754,539 | 13,564,628 | 5,740,848 | 11,694,104 | 76,620,949 |
Impairment of goodwill arisen on acquisition of City Gate and WLC results from the change in estimate of future income | ||||||||
tax benefits for these businesses in comparison to those at the date of acquisition. Refer to Note 4 for detail. | ||||||||
12. ACCOUNTS RECEIVABLE | ||||||||
in US$ | 30.06.2020 | 31.12.2019 | ||||||
Rental receivable | 5,072,290 | 882,976 | ||||||
Receivable on sale of investment property (1) | 20,432,782 | - | ||||||
Receivable on sale of residential property (2) | 1,633,758 | - | ||||||
Total | 27,138,830 | 882,976 | ||||||
Receivable on sale of investment property refers to the sale of office area at Arbat 24 (Note 16). The amount is excl. | ||||||||
VAT. | ||||||||
Receivable on sale of Inventory property refers to the sale of apartments and parking lots, including those sold to the | ||||||||
buyer of office area at Arbat 24 mentioned above (Note 16). | ||||||||
13. CASH AND CASH EQUIVALENTS | ||||||||
in US$ | 30.06.2020 | 31.12.2019 | ||||||
Cash at bank | 52,327,891 | 20,311,397 | ||||||
Fiduciary deposits (1) | 15,361,599 | 8,090,564 | ||||||
Cash in transit | - | 504,654 | ||||||
Escrow account (2) | 36,837,784 | - | ||||||
Cash equivalents (3) | 409,825 | 466,243 | ||||||
Cash and cash equivalents | 104,937,099 | 29,372,858 | ||||||
Bank overdrafts (Note 14) | - 23,310 | - 285 | ||||||
Cash and cash equivalents with bank overdrafts | 104,913,789 | 29,372,573 |
- Fiduciary deposits are denominated in Rouble and have different terms up to 7 days and interest rates of 3,0% - 4,2% p.a.
- Cash on escrow account at notary is kept for settlements on acquisition of SALZ 4 (Hotel Innside) project (refer to Note 21).
- Cash equivalent represent interest-free Sberbank promissory note payable on demand.
46 | NOTES TO THE INTERIM CONSOLIDATED ACCOUNTS |
FINANCIAL REPORT |
14. BORROWINGS | |||||
in US$ | 30.06.2020 | 31.12.2019 | |||
Borrowings (long term) | currency of issue | nominal interest | repayment date | ||
Sept. 2023; | |||||
Bonds issued | US$ | 5,5% - 7,25% | May and Dec. 2024 | 454,183,086 | 454,069,321 |
Notes payable due to | Dec. 2022; | ||||
Aurora Value Fund | EUR | 1,5%; 1,7% | Feb. 2024 | 327,301,693 | 100,032,983 |
Notes payable due to | Dec. 2022; | ||||
Lionshare Opportunities Fund | EUR | 1,5%; 1,7% | Feb. 2024 | 35,232,339 | 10,990,171 |
Jilford Investments Limited | US$ | 7% | Dec. 2022 | 28,725,878 | 27,886,804 |
3M EURIBOR | |||||
UniCredit | EUR | +1,125% | April 2024 | 56,871,856 | 56,840,137 |
AVM Invest | EUR | 4.5% | Dec. 2031 | 5,274,230 | - |
Jelfor Limited | EUR | 4,5% | Dec. 2022 | 4,259,851 | 4,171,152 |
Meglior Holdings Limited | EUR | 4,26% | Oct. 2026 | 1,459,597 | 1,458,779 |
Total | 913,308,530 | 655,449,347 | |||
Borrowings (short term) | |||||
Bonds interest accrued | US$ | 5,5% - 7,25% | 3,712,500 | 3,712,500 | |
Notes payable due to | |||||
Aurora Value Fund | EUR | 1,5%; 1,7% | 2,776,545 | - | |
Notes payable due to | |||||
Lionshare Opportunities Fund | EUR | 1,5%; 1,7% | 318,951 | - | |
Meglior Holdings Limited | EUR | 4,26% | 227,999 | 196,884 | |
Bank overdrafts | US$ | 23,310 | 285 | ||
Loans to seller of LASS 1 | 2,856,792 | - | |||
Total | 9,916,097 | 3,909,669 | |||
BONDS | |||||
Bonds are measured at amortised cost using the effective interest rate (EIR). Amortised cost is calculated by taking | |||||
into account transaction costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in | |||||
the statement of profit or loss. | |||||
The information on all four bond placements performed by the Company is presented in the table: | |||||
Nominal vlaue, US$ | Amortised cost, US$ | Nominal interest rate | Interest payment date | Maturity date | |
Bonds issued in Aug 2014 | 140,000,000 | 141,692,080 | 5.5% | March and September | Sep 2023 |
Bonds issued in Sep 2014 | 130,000,000 | 131,590,793 | 5.5% | March and September | Sep 2023 |
Bonds issued in Jun 2015 | 135,000,000 | 134,739,460 | 7.25% | June and December | May 2024 |
Bonds issued in Dec 2015 | 50,000,000 | 49,873,253 | 6.75% | June and December | Dec 2024 |
Total | 455,000,000 | 457,895,586 |
NOTES TO THE INTERIM CONSOLIDATED ACCOUNTS | 47 |
FINANCIAL REPORT |
NOTES PAYABLE
In December 2017, to finance the acquisition of Work Life Center the Company issued subordinated registered notes nominated in EUR for the total amount of EUR 56.0 million with 1.7% annual interest maturing in December 2022. Notes with the total amount of EUR 50.5 million were issued to Company's majority shareholder, Aurora Value Fund and notes with the total amount of EUR 5.5 million were issued to Lionshare Opportunities Fund ("Lionshare").
In February 2019, the Company has received EUR 43 million by issuance of subordinated and secured notes to the same largest shareholders (EUR 38.7 million to Aurora Value Fund and EUR 4.3 million to Lionshare Opportunities Fund) at an interest rate of 1.5% p.a. and secured by pledge of 100% of the shares of the Cyprus holding company of City Gate Stuttgart GmbH, Ferran Limited. Unless previously redeemed, the Company undertakes to repay all outstanding notes at par of their aggregate principal amount, without further notice on 21 February 2024. At any time after 1 March 2019, the Company may redeem all but not only some of the notes for the time being outstanding at par with interest accrued to the day of redemption.
In March 2020, the Company issued additionally subordinated unsecured notes to Aurora (EUR 183 million) and Lion- share (EUR 21.6 million) at interest rate of 3.5% p.a. Unless previously redeemed, the Company undertakes to repay all outstanding notes at par of their aggregate principal amount, without further notice on 23 March 2023. At any time after 15 March 2020, the Company may redeem all but not only some of the notes for the time being outstanding at par with interest accrued to the day of redemption. In June 2020, additional issue of the subordinated notes to Aurora amounted to EUR 19.4 million, 3.5% p.a. repayable on 22 June 2023 unless previously redeemed in full.
JILFORD LOAN
Loan was obtained in prior periods to finance Arbat Project. It has fixed 7% annual interest rate. Maturity term is 31 December 2022.
UNICREDIT LOAN
The loan represents refinanced credit facility of the Austrian subsidiary QBC Immobilien GmbH&Co Delta KG that was acquired in February 2019 (refer to Note 6). After acquisition of the subsidiary, the loan was refinanced. Respective refinancing charges of US$ 4.4 million were recognised as liability at acquisition date and paid in March 2019. The loan is repayable in April 2024, with quarterly payments of interest 3M EURIBOR+1.125% p.a. The loan agreement provides for embedded interest cap, closely related to the host contract and accounted for as part of the liability on the loan.
The loan is secured by 100% shares in subsidiary QBC Immobilien GmbH&Co Delta KG that holds investment property.
JELFOR LOAN
The EUR-denominated loan was issued to the German subsidiary WLC by its non-controlling shareholder in 2016, at 4.5% p.a. and repayable in December 2022.
MEGLIOR LOAN
The EUR-denominated subordinated loan was issued to the German subsidiary City Gate by its non-controlling shareholder in 2016, at 4.26 % p.a. and repayable in October 2026.
AVM INVEST LOAN
The loan was provided by the non-controlling shareholder of newly acquired entity SA3 Media (hotel property STRAL3) in the amount EUR 4.70 million (US$ 5.27 million), at 4.5% p.a., unsecured. Maturity is December 2031.
LOAN PAYABLE TO THE SELLERS OF LASS 1
The loan is an outstanding liability to the previous shareholder of newly acquired Ramses (LASS 1 property) (Note 8), 0%. It was fully repaid by the Group in August 2020.
As of 30 June 2020, fair values of the borrowings approximate their carrying amounts.
48 NOTES TO THE CONSOLIDATED ACCOUNTS FINANCIAL REPORT
15. GROSS AND NET RENTAL INCOME
The breakdown of Net Rental Income on an asset by asset basis is presented below:
in US$ | Berlin House | Geneva House | Polar Lights | Hermitage Plaza | Magistral'naya |
Gross rental income | 5,775,484 | 5,544,634 | 5,201,909 | 6,822,825 | 298,438 |
Service charge income | 876,372 | 1,052,287 | 719,041 | 1,463,202 | 131,992 |
Utilities | - 192,800 | - 192,299 | - 363,907 | - 235,912 | - 29,135 |
Property operating expenses | - 172,660 | - 165,250 | - 400,445 | - 664,673 | - 40,883 |
Repair and maintenance costs | - 44,090 | - | - 20,086 | - 44,114 | - 211 |
Ground rents paid | - 15,185 | - 37,957 | - 37,972 | - 103,352 | - 7,057 |
Non-income taxes | - 423,087 | - 534,153 | - 735,643 | - 703,775 | - 40,187 |
Net rental income | 5,804,034 | 5,667,262 | 4,362,897 | 6,534,201 | 312,957 |
in US$ | Berlin House | Geneva House | Polar Lights | Hermitage Plaza | Magistral'naya |
Gross rental income | 6,687,968 | 7,191,204 | 5,221,642 | 14,107,672 | 317,139 |
Service charge income | 1,109,428 | 1,219,865 | 856,911 | 1,772,259 | 142,360 |
Utilities | - 228,491 | - 234,418 | - 460,663 | - 309,414 | - 39,218 |
Property operating expenses | - 137,244 | - 177,835 | - 404,352 | - 476,055 | - 45,567 |
Repair and maintenance costs | - 62,005 | 0 | - 50,339 | - 21,982 | - 1,660 |
Ground rents paid | - 65,251 | - 41,142 | - 41,159 | - 112,025 | - 7,650 |
Non-income taxes | - 431,196 | - 545,126 | - 774,679 | - 718,544 | - 41,021 |
Net rental income | 6,873,209 | 7,412,548 | 4,347,361 | 14,241,911 | 324,383 |
As of 30 June 2020, the top five tenants in the Group are VimpelCom (12% of the half-year rental income), Richemont
Group (11%), S7 Airlines (7%), Ingrad Nedvizhimost (7%) and BDO Austria (7%).
As of 31 December 2019, the top five tenants in the Group are VimpelCom (27% of the annual rental income), Rich- emont Group (11%), S7 Airlines (6%), Ingrad Nedvizhimost (5%) and BDO Austria (4%).
The following table represents the rental income to be received by the Group in future periods under leases currently in effect:
in US$ | 30.06.2020 | 31.12.2019 |
Less than 1 year | 75,204,068 | 75,924,009 |
From 1 year to 5 years | 218,779,612 | 231,448,915 |
More than 5 years* | 214,430,965 | 184,800,631 |
Total | 508,414,645 | 492,173,555 |
*The income on leases with BDO at QBC 4, unlimited in term, is included in the table for the period up to 30 June 2030. After this term, payments will amount to EUR 4 mln (USD 5 mln) annually.
NOTES TO THE CONSOLIDATED ACCOUNTS 49
FINANCIAL REPORT
for six months ended 30.06.2020
in US$ | Arbat | City Gate | WLC | QBC 4 | STRAL 3 | Total |
Gross rental income | 91,845 | 2,360,890 | 1,857,432 | 1,953,355 | 1,160,154 | 31,066,966 |
Service charge income | 6,050 | 460,661 | 324,281 | 585,603 | - | 5,619,489 |
Utilities | - 2,152 | - 353,755 | - 154,430 | - 216,260 | - | - 1,740,650 |
Property operating expenses | - | - 213,462 | - 670,835 | - 351,200 | - 76,251 | - 2,755,659 |
Repair and maintenance costs | - 4,541 | - 66,310 | - 175,613 | - 16,332 | 9,600 | - 361,697 |
Ground rents paid | - | - | - | - | - | - 201,523 |
Non-income taxes | - 29,307 | - 72,345 | - 19,037 | - 1,811 | - 21,944 | - 2,581,289 |
Net rental income | 61,895 | 2,115,679 | 1,161,798 | 1,953,355 | 1,071,559 | 29,045,637 |
for six months ended 30.06.2019 | ||||||
in US$ | Arbat | City Gate | WLC | QBC 4 | Total | |
Gross rental income | 116,290 | 2,388,086 | 1,540,243 | 1,308,854.00 | 38,879,098 | |
Service charge income | 7,286 | 437,786 | 346,520 | 332,598.00 | 6,225,013 | |
Utilities | - 552 | - 489,843 | - 166,119 | - 175,639.00 | - 2,104,357 | |
Property operating expenses | - 54,316 | - 180,620 | - 405,453 | - 153,468.00 | - 2,034,910 | |
Repair and maintenance costs | - 1,933 | - | - 151,844 | - 2,569.00 | - 292,332 | |
Ground rents paid | - | - | - | - | - 267,227 | |
Non-income taxes | - 14,053 | - 88,393 | - 26,113 | - 921.00 | - 2,640,046 | |
Net rental income | 52,722 | 2,067,016 | 1,137,234 | 1,308,855 | 37,765,239 |
50 | NOTES TO THE INTERIM CONSOLIDATED ACCOUNTS |
FINANCIAL REPORT |
16. GAINS AND LOSSES ARISING FROM THE SALES OF PROPERTIES
for six months ended
in US$ | 30.06.2020 | 30.06.2019 |
Sales of investment property | 20,432,782 | - |
Cost of sales | - 8,829,000 | - |
Gain on sale | 11,603,782 | - |
Sales of residential property | 7,481,118 | 7,444,796 |
Cost of sales | - 6,630,063 | - 4,362,059 |
Gain on sale | 851,055 | 3,082,737 |
Total gain on sale of properties | 12,454,837 | 3,082,737 |
In the reporting period, the Group continued to sell apartments and parking lots in Arbat 24 and Arbat 39 properties.
Gain on sale for the period amounted to US$ 0.85 million (six months ended 30.06.2019: US$ 3.08 million).
In the reporting period, the Group recognized profit on sale of the investment property commercial area at Arbat 24 to a third party cutomer for the amount of US$ 11.60 million.
17. FINANCE COSTS
for six months ended
in US$ | 30.06.2020 | 30.06.2019 |
Interests on bonds issued | 14,120,015 | 14,120,015 |
Interest on notes payable | 2,326,752 | 796,199 |
Interest on loans payable | 962,285 | 971,201 |
Interest on bank loan | 368,763 | 260,937.00 |
Bank charges | 434,725 | 65,034 |
Other finance cost | 45,248 | 41,761 |
Total | 18,257,788 | 16,255,147 |
NOTES TO THE CONSOLIDATED ACCOUNTS 51
FINANCIAL REPORT
-
SHAREHOLDERS' EQUITY Authorised capital
Art. 5 of the Company's Memorandum of Association, as amended by the resolutions passed at the Extraordinary Shareholders Meeting of 29 June 2004, 19 November 2004, 7 March 2005, the General Meeting of Members of
- May 2006, 3 May 2007, 24 June 2008, the Extraordinary Shareholders Meeting of 15 April 2013, Shareholders Meeting of 17 June 2014 and 11 June 2019 provides for an authorised capital which entitles the Board of Directors to issue a total of 21,000,000 registered ordinary shares without par value and 1,000,000 registered Series A preferred shares without par value.
Number of ordinary shares | Number of series A preferred shares | |||
30.06.2020 | 31.12.2019 | 30.06.2020 | 31.12.2019 | |
Authorised capital | ||||
Total authorised capital | 21,000,000 | 11,000,000 | 1,000,000 | 1,000,000 |
Opening balance unissued authorised capital | 11,025,978 | 1,025,978 | 1,000,000 | 1,000,000 |
Increase | 10,000,000 | - | - | |
Utilisation for capital increase | - | - | - | - |
Conversion to ordinary shares | - | - | - | - |
Closing balance unissued authorised capital | ||||
without par value | 11,025,978 | 11,025,978 | 1,000,000 | 1,000,000 |
Number of ordinary shares | Number of series A preferred shares | |||
30.06.2020 | 31.12.2019 | 30.06.2020 | 31.12.2019 | |
Issued share capital without par value | ||||
Opening balance | 9,974,022 | 9,974,022 | - | - |
Capital increase | - | - | - | - |
Closing balance | 9,974,022 | 9,974,022 | - | - |
Number of shares | ||||
30.06.2020 | 31.12.2019 | |||
Treasury shares | ||||
Opening balance | 69,063 | 54,005 | ||
Issued to treasury | - | - | ||
Purchase | 9,410 | 15,060 | ||
Sales | 2 | |||
Closing balance | 78,473 | 69,063 |
No dividend was paid during reporting period.
52 NOTES TO THE CONSOLIDATED ACCOUNTS FINANCIAL REPORT
19. CONTINGENCIES Pledges
Shares in some of the subsidiaries are pledged to secure borrowings of the Group (refer to Note 14).
Capital commitments
On 22 August 2019, the Group signed the share purchase agreement to acquire 100% of ownership interest in the currently under construction office and retail complexes QBC 1&2 as well as the parking garage QBC 7 located at Am Belvedere 10, 1100 Vienna, Austria. The properties are directly adjacent to the QBC 4 property, the BDO Headquar- ters, acquired by the Group in February 2019. The closing of the transaction will occur after finalization of construction and is expected for Q1 2021 also subject to various other customary closing conditions. The preliminary purchase price amounts to EUR 230 million subject to final purchase price calculations. On 19 August 2019, the Company has paid EUR 20.00 million as a down payment.
In June 2020, the Group signed a general construction agreement for the amount of EUR 50 million for construction and refurbishment works at newly acquired property LASS 1 in Vienna (refer to Note 8). The works are to be completed by June 2022.
Covid-19
Starting from early 2020 a new coronavirus disease (COVID-19) has begun rapidly spreading all over the world resulting in announcement of the pandemic status by the World Health Organization in March 2020. Responses put in place by many countries to contain the spread of COVID-19 are resulting in significant operational disruption for many companies and have significant impact on global financial markets. As the situation is rapidly evolving it may have a significant effect on business of many companies across a wide range of sectors, including, but not limited to such impacts as disruption of business operations as a result of interruption of production or closure of facilities, supply chain disruptions, quarantines of personnel, reduced demand and difficulties in raising financing. In addition, companies may face the increasingly broad effects of COVID-19 as a result of its negative impact on the global economy and major financial markets.
Management has repeatedly analysed the impact of COVID-19 crisis on the Group's rental income on an asset by asset basis including the most important and for this crisis relevant legal regulations for each of the countries the Group is currently invested in, an overview on requests received from tenants in regards to rent deferrals or reductions and the Group's position to these requests as well as expectations on potential effects on rental income. Management cannot judge on the future potential negative impact of COVID-19 on the global economy and major financial markets as well as on EPH properties but as per the most recent assessment impacts on the Group are only considered short-term with no material impact expected for the long-term.
As assumed, some of the Group's tenants have requested rent reductions or rent deferrals. EPH is responding to requests on the basis of the respective legislations. It must still be expected that some more of the tenants might use their rights given under the current legislations and defer rent payments. Apart from the fact that such deferrals have only been received from a limited number of tenants, the Group does not expect any difficulties in meeting its financial obligations as a result of COVID-19.
NOTES TO THE CONSOLIDATED ACCOUNTS 53
FINANCIAL REPORT
20. RELATED PARTIES
The Interim Condensed Consolidated Financial Statements include the financial statements of the Company and the subsidiaries and joint operations. The Company's intermediary holding companies and joint operations are listed in the following table:
% Holding
Name of subsidiary | Incorporated in | 30.06.2020 | 31.12.2019 |
Housefar Limited | Limassol, Cyprus | 100% | 100% |
Idelisa Limited | Limassol, Cyprus | 100% | 100% |
Silverlake Limited | Limassol, Cyprus | 100% | 100% |
Whiterock Investments Limited | Limassol, Cyprus | 100% | 100% |
Redhill Investment Limited | Limassol, Cyprus | 100% | 100% |
Connecta GmbH&Co. KG | Frankfurt am Main, Germany | 100% | 100% |
EPH Real Estate Limited | Limassol, Cyprus | 100% | 100% |
PNL Media Limited | Limassol, Cyprus | 100% | 100% |
Capital Estate Group Limited | Limassol, Cyprus | 100% | 100% |
T&A Services Limited | Tortola, BVI | 100% | 100% |
Lexworth Finance Limited | Limassol, Cyprus | 100% | 100% |
Ferran Limited | Limassol, Cyprus | 100% | 100% |
Setford Limited | Limassol, Cyprus | 100% | 100% |
Andorian Beteiligungsverwaltungs GmbH | Vienna, Austria | 100% | 100% |
QBC BT IV Alpha GmbH | Vienna, Austria | 100% | 100% |
QBC BT IV Beta GmbH | Vienna, Austria | 100% | 100% |
Obewan Beteiligungsverwaltungs GmbH | Vienna, Austria | 100% | 0% |
Ophuhus Beteiligungsverwaltungs GmbH | Vienna, Austria | 100% | 0% |
Obewan GmbH&Co | Vienna, Austria | 100% | 0% |
Joint operations | |||
Vakhtangov Place Limited | Limassol, Cyprus | 60% | 60% |
Bluestone Investments Limited | Limassol, Cyprus | 60% | 60% |
Entities Obewan Beteiligungsverwaltungs GmbH, Ophuhus Beteiligungsverwaltungs GmbH and Obewan GmbH&Co KG are intermediaries that hold shares in the entity Ramses, the owner of LASS 1 property, acquired in the reporting period (refer to Note 8).
Related parties include shareholders, associates, entities under joint control, key management personnel and other related parties having significant influence on the Group. The Company and its subsidiaries, in the ordinary course of their business, enter into various sale, purchase and service transactions with related parties.
Transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this Note. Refer to the Group's latest published annual financial statements for description of the relationships with the related parties, which remained basically the same in the reporting period.
The Group's related party balances as of 30 June 2020 and 31 December 2019 consisted of the following: | ||
in US$ | 30.06.2020 | 31.12.2019 |
Other related parties | ||
Accounts payable and accrued expenses | - 1,216,224 | - 328,258 |
Accounts receivable | 186 | 119 |
Advances paid | 118,958 | 22,331 |
Advances received | - 11,030 | - 11,029 |
Shareholders | ||
Borrowings (Note 14) | - 365,629,528 | - 111,023,154 |
The Group's transactions with related parties for the periods ended of 30 June 2020 and 30 June 2019 consisted of the following:
54 NOTES TO THE CONSOLIDATED ACCOUNTS FINANCIAL REPORT
for six months ended
in US$ | 30.06.2020 | 30.06.2019 |
Other related parties | ||
Gross rental income | 199,268 | 198,718 |
Management fees | - 1,580,828 | - 1,249,838 |
Other expenses | - 5,812 | - 6,310 |
Professional and administration fees | - 51,521 | - 361,706 |
Shareholders | ||
Finance costs | - 2,326,752 | - 796,199 |
OTHER TRANSACTIONS
Valartis Group delivered financial services related to the acquisitions of investment property by the Group in the reporting period in the amount of US$ 577.3 thousand. It was capitalized in the cost of the respective investment properties (refer to Note 8).
Several managers of Valartis Group work as managers at several Russian subsidiaries of the Group. Salary for the reporting period amounted to US$ 105 thousand (half year 2019: US$ 39 thousand).
Transactions and balances with key management personnel
Compensation to the board of directors amounted to US$ 124 thousand in the reporting period (half year 2019: US$ 125 thousand). It is presented in line Professional and administration fees in the Profit and loss statement.
Compensation prepaid as at 30 June 2020 amounts to US$ 198 thousand (31 December 2019: US$ 72 thousand).
It is presented in line Prepayments in the Statement of financial position.
21. SUBSEQUENT EVENTS
Acquisition of hotel property SALZ 4 (Hotel Innside)
On 2 July 2020, the Company acquired from a third party 100% of interest in the entity holding the hotel property in Salzgasse 4 in Dresden, Germany. The property is occupied by 4-star Hotel Innside Dresden of Melia Hotels&Resorts Group. The property comprises an area of 15,550 sqm. with a total of 180 rooms, 46 underground parking spaces, a spa, restaurant, 261 sqm. of retail space and meeting rooms for up to 230 people. It was developed, planned and built 10 years ago. The current lease agreement with Melia Hotels International runs till December 2029.
Settlement of receivable on sale of properties
In July 2020, the buyer of the investment property and parking lots at Arbat 24 fully repaid receivable arisen on sale in the amount US$ 25.18 million, including VAT 20% (refer to Note 12).
GENERAL INFORMATION
56 CORPORATE DETAILS GENERAL INFORMATION
BOARD OF DIRECTORS
Olga Melnikova
Gustav Stenbolt
Michael Cuthbert
Tomasz Dukala
Hans Messmer
Annamaria Vassiliades
DOMICILE
EPH European Property Holdings Limited c/o Hauteville Trust (BVI) Limited
P.O. Box 3483 Road Town, Tortola British Virgin Islands
AUDITORS | SECURITY NUMBER |
Deloitte AG | 1673866 |
General-Guisan-Quai 38 | |
CH-8022 Zürich | |
Switzerland | ISIN NUMBER |
(since June 2018) | VGG290991014 |
REAL ESTATE MANAGER | TICKER SYMBOL |
Valartis International Limited | EPH |
Vanterpool Plaza, 2nd Floor | |
Wickhams Cay 1 | |
Road Town, Tortola | COMPANY WEBSITE |
British Virgin Islands (since January 2010) | https://europeanpropertyholdings.com |
CORPORATE DETAILS 57
GENERAL INFORMATION
COPYRIGHT
EPH European Property Holdings Limited c/o Hauteville Trust (BVI) Limited
P.O. Box 3483 Road Town, Tortola British Virgin Islands
CONCEPT, DESIGN AND REALISATION
NeidhartSchön AG Zurich, Switzerland
Neidhart + Schön Print AG, Switzerland
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Eastern Property Holdings Ltd. published this content on 28 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 September 2020 18:34:05 UTC