The extraordinary general meeting of shareholders of Arco Vara AS was held on 5 August, 2013 at Hotel Euroopa, room Lääne-Euroopa, Paadi 5, Tallinn.
The extraordinary general meeting of shareholders of Arco Vara AS started at 11.03 a.m. and ended at 11.07 a.m. and it was competent to pass decisions regarding the item on the agenda.
The agenda of the extraordinary general meeting of shareholders of Arco Vara AS was published on 10 July, 2013 in the information system of the Tallinn Stock Exchange and on 11 July, 2013 in the newspaper Postimees. The agenda was also available on the website of Arco Vara AS http://www.arcorealestate.com/.
The following decision was passed at the extraordinary general meeting of shareholders of Arco Vara AS:
1. To elect Mr Allar Niinepuu to the supervisory board of Arco Vara AS.
The extraordinary general meeting of the shareholders of Arco Vara AS was held according to law and statute of Arco Vara AS. The minutes of the general meeting will be accessible on the website of Arco Vara AS http://www.arcorealestate.com/ not later than 9 August, 2013.
Arco Vara AS
Tel: +372 614 4503
At the extraordinary general meeting of shareholders of Arco Vara AS on 5th of August, 2013 Allar Niinepuu was elected to the Supervisory Board.
Allar Niinepuu is:
As the shareholder of OÜ Alarmo Kapital, Allar Niinepuu has 309542 voting shares of Arco Vara AS.
Additional information about the new member of the Supervisory Board can be found in the CV of Allar Niinepuu on the website of Arco Vara AS http://www.arcorealestate.com/?content=592.
Arco Vara AS
Tel: +372 614 4503
|Arco Vara AS Interim report for II quarter and 6 months 2013 |
Group Chief Executive’s review
In the second quarter we continued to change the group’s course in line with the goals and targets set. Our focus is increasingly shifting from cleaning up the statement of financial position and resolving our key issues, which stem from the past, to the future, i.e. re-launching major development operations and enhancing our organisation and work processes. This entails the following:
A. Cleaning up the statement of financial position
C. Re-launch of development operations
Comments on sales volumes
I am pleased to report that in contrast to the first half of 2012 when over half of the group’s revenue was generated by construction operations, in the first half of 2013 over half of our revenue resulted from development operations. Arco Vara’s business focus has again shifted to real estate development and real estate services.
Shrinkage in sales volumes was a negative inevitability. We expect the downward trend to continue for at least four quarters because we are selling off finished goods (self-developed real estate) more quickly than our stocks can be replenished. This is the effect of previous years’ production gap in our development operations.
As anticipated, we succeeded in increasing our development revenues compared with the first half of 2012. Having refinanced our Bulgarian loans in the first quarter, we could complete sales of the Manastirski and Madrid apartments, which had previously been suspended. As a result, Sofia was the main source of our second-quarter development revenues. However, according to current projections in third and fourth quarter development revenues will decline. Current development operations cannot compensate for the decrease in existing stocks and, thus, also in sales volumes that is going to emerge in the next four quarters.
Construction revenues were also in line with expectations as both Arco Ehitus OÜ and the customers fulfilled their obligations. At the end of the second quarter, our order backlog in the construction business amounted to approx. 1 million euros, which will translate into revenue in the third or fourth quarter.
An encouraging development was slight sales growth at the Service division, particularly in light of fierce competition in the real estate service sectors in Estonia, Latvia and Bulgaria and the sentiment of the consumers and the financial sector, who are still displaying uncertainty rather than confidence. In Sofia, total second-quarter transaction activity in the real estate market grew by 41% (compared with the first quarter) and Arco Imoti EOOD’s brokerage and valuation revenue increased by 20%. It should be noted that the market is mostly based on local customers. In Riga, revenue growth resulted from valuation services and brokerage fees earned on transactions conducted by non-residents. Local demand for real estate is still weak and local demand for brokerage services is even weaker. Sales volumes in Tallinn and the rest of Estonia remained stable. All units of the Service division are profitable.
The first half-year proved that the people who make up the organisation of Arco Vara are able to create added value in the real estate sector and to conduct business so that it generates cash.
The group’s target for 2013 was to start earning operating profit. We ended the first quarter with an operating profit as well as a small net profit. In the second quarter we achieved a net profit of half a million euros even without the reversal of the provision set up for the surety guarantee provided to the Tivoli project (1 million euros). Together with the reversal of the provision, our actual net profit was 1.5 million euros.
Despite this, I would still like to underline that in order to change our course for the long term and maintain profitability, we need to increase sales. Growth will be supported by units of the Service division but the main opportunities for growth have to be sought in continuing and expanding development operations. Unfortunately, in recent years there has been a major gap in Arco Vara’s production process, which is now separating our current inventory of completed apartments and plots from the inventory of products that will be completed in the future. Our future inventory is currently in the stage of work in progress and its completion requires capital.
Accordingly, our biggest challenges include raising interim financing for development operations in 2013-2014 and speeding up ongoing development projects so as to fill the gap between our current and future inventory more quickly.
Comments on loan burden
As stated in our previous reports, our loan burden is not going to continue decreasing at the same pace as in the first quarter. In the second quarter the total loan burden decreased somewhat but net loans (loan balance less cash and cash equivalents) grew by 1 million euros to 15.2 million euros. Net loans increased because we took a loan to purchase a property at Paldiski mnt 70c in Tallinn in order to re-launch large-scale development operations. By the date of release of this report, we have initiated a detailed plan process for the property.
Over 80% of our loans are related to the Bulgarian development projects.
We expect an increase in the group’s loan burden in the second half of the year because we are planning to expand our development operations concurrently with the sale of existing stocks but free cash flow from the sale of goods will not be sufficient for this.
Comments on human resources
In the second quarter the number of people working for the group did not change considerably compared with the end of 2012 and we are not planning to make any major changes to personnel or personnel expenses except for those resulting from shrinkage of operations at the Construction division and reinforcement of our marketing, financial management and information processing teams.
KEY PERFORMANCE INDICATORS
REVENUE AND PROFIT
At 30 June 2013, the largest current liabilities to be settled in the next 12 months comprised:
In the first half of 2013, we made repayments under the loans taken for the Madrid and Manastirski projects in Sofia and repaid in full the loans taken by Pärnu Turg OÜ and Kolde AS.
In addition, Marsili II SIA made sales-linked loan repayments and we followed the settlement schedule agreed for the bank loan taken by Arco Real Estate AS.
In 2013, the Service division’s semi-annual results were somewhat better than in the previous year. Operating profit for the first half of 2013 was 92 thousand euros compared with 59 thousand euros for the first half of 2012. Revenue amounted to 1,305 thousand euros compared with 1,291 thousand euros generated in the first half of 2012. The number of brokerage transactions decreased by 4% while the number of valuation reports issued grew by 6% year over year. The number of brokers increased by 12% and the number of appraisers remained stable.
In the second quarter of 2013, Arco Vara sold 35 apartments and 2 plots in its own development projects: 2 Baltezers plots and 1 Bišumuiža-1 apartment in Latvia, 4 Kodukolde apartments and 1 Kastanimaja apartment in Estonia and 23 Manastirski and 6 Residence Madrid apartments in Bulgaria.
Phase VI of the Kodukolde development project at Helme 16 in Tallinn, which consists of two apartment buildings with a total of 48 apartments, was completed in June 2012. The last apartment in the project was sold in June 2013.
The permit for the construction of a mixed-use residential/commercial building of energy class B called Kastanimaja (Chestnut House) at Tehnika 53 in Tallinn was obtained in January 2012. By the date of release of this report, construction work has been completed and the building has been issued a permit of use. Sales have been successful: to date 13 out of the 14 apartments have been sold (final sales under contracts on the transfer of real property rights).
In Bulgaria, we continue to sell phase I of the Manastirski project. To date, 95% of the 74 apartments have either been reserved or sold and we have started planning phase II of the Manastirski project. In the commercial/residential building Boulevard Residence Madrid in Sofia we continue to lease out commercial and office premises and to sell and rent out the remaining free apartments.
Although the third quarter of 2012 we suspended development and construction operations in the Bišumuiža-1 apartment buildings project in Latvia, in February 2013 we extended the construction permit to continue development of the project. By the date of release of this report, a building with 14 apartments and a sellable area of 1,149 square metres has been completed. 3 of the apartments have been reserved and 5 are covered with pre-sale contracts. The last building of the project, also with 14 apartments, is awaiting its turn. The outer shell has already been erected. All apartments in the project’s previously completed 7 buildings have been sold.
On 11 April 2013 Kylemore International Invest Corp, a creditor of Tivoli Arendus OÜ, demanded settlement of debts and initiated enforcement proceedings for satisfying its claims through sale of real estate belonging to Tivoli Arendus OÜ. At the second auction held on 10 June 2013, the properties belonging to Tivoli Arendus OÜ were acquired for their opening price of 7.8 million euros by International Invest Project OÜ. Tivoli Arendus OÜ used the funds raised for settling its liabilities to Kylemore International Invest Corp. The sale of the properties and the release from the surety obligations also extinguished Arco Investeeringute AS’s receivable from Tivoli Arendus OÜ (the receivable had already been written down to nil value). Tivoli Arendus OÜ is Arco Investeeringute AS’s 50% joint venture with International Invest Project OÜ.
In order to recover a loan, Danske Bank A/S initiated enforcement proceedings against Arco HCE OÜ, which is a 50% joint venture of Arco Investeeringute AS. The object of the proceedings was to exercise a mortgage created for the benefit of Danske Bank A/S on a property located at Ahtri 3 in Tallinn. On 20 February 2013, the court suspended the enforcement proceedings against Arco HCE OÜ. Since Arco Investeeringute AS had provided a surety guarantee to Arco HCE OÜ’s bank loan, the creditor Danske Bank A/S sent Arco Investeeringute AS a claim for paying out the full amount of the guarantee, i.e. 1.9 million euros. Arco Investeeringute AS contested the claim. In response, Danske Bank A/S filed a petition for declaring Arco Investeeringute AS bankrupt. Arco Investeeringute AS has contested the petition. Concurrently with the legal proceedings, Arco Vara AS is seeking alternative solutions for resolving the situation.
At the end of June 2013, the division employed 7 people (30 June 2012: 20).
For further information on our projects, please refer to: www.arcorealestate.com/development.
The Construction division specialises in environmental engineering and the construction of infrastructure assets.
At the end of the second quarter of 2013, the largest projects in progress were the construction of the Paide wastewater treatment plant (remaining balance 0.7 million euros) and the construction of the Kuusalu public water and wastewater network (remaining balance 0.3 million euros).
In the second quarter of 2013, the group secured contracts of 93 thousand euros for additional work to be performed under its ongoing construction projects. At the end of the second quarter, the Construction division’s order backlog stood at 1.0 million euros compared with 10.3 million euros at the end of the second quarter of 2012.
At 30 June 2013, the division employed 17 people (30 June 2012: 52 people).
Consolidated statement of comprehensive income
Consolidated statement of financial position
Consolidated statement of cash flows
Arco Vara AS issued bonds as targeted issue in the amount of 750000 euros. The issue date of the bonds was 21 August, 2013 and the maturity date is 21 August, 2016. 750 bonds were issued in the nominal value of 1000 euros with interest rate 14% per year. The issued bonds will be guaranteed with mortgage on property in Sofia that belongs to the subsidiary of Arco Vara AS.
Proceeds of the bond issue will be used for refinancing of the outstanding loan obligations and for proceeding with developments in Bulgaria that are already in progress.
Arco Vara AS
Tel: +372 614 4594
Tivoli Arendus OÜ which belongs to the group of Arco Vara submitted on 10 September, 2013 a claim against Nordecon AS. The value of the main claim is 1898791, 24 EUR. The basis of the claim derives from the Design and Construction Contract which was concluded on 21. May, 2012 between Tivoli Arendus OÜ and Nordecon AS.
On 13 September, 2013 Nordecon AS submitted a claim against Tivoli Arendus OÜ to the court. The subject matter of the claim is inter alia the financial claim in the amount of 174552 EUR and stopping the realisation of the guarantee letter issued to Tivoli Arendus OÜ by Nordecon AS.
Arco Vara AS
Tel: +372 614 4503