On March 6, 2014 Arco Vara organized a webinar for investors. During the webinar the CEO of Arco Vara Mr. Tarmo Sild provided investors with an overview of the past year and introduced Arco Vara’s future plans. Arco Vara thanks all the participants.
The Supreme Court’s resolution of 28 April, 2014, with what Compakt Capital OÜ’s appeal in cassation was decline, ended the dispute over securing the claim. Currently Arco Investeeringute AS’s claim is secured and the court proceeding between Arco Investeeringute AS and Compakt Capital OÜ will proceed.
Arco Vara AS
Tel: +372 614 4594
As a response to the claim of Nordecon AS, on 30 April, 2014 Tivoli Arendus OÜ submitted to the court a counter claim against Nordecon AS. With the counter claim Tivoli Arendus OÜ is demanding 1319231,90 EUR to be paid by Nordecon AS.
Arco Vara AS
Tel: +372 614 4594
Arco Vara AS (hereafter also ‘the parent company’ or ‘the Company’) and other entities of Arco Vara group (hereafter together ‘the group’) are engaged in real estate development and services related to real estate. Until the end of year 2013, the group’s three business lines – services, development and construction had been organised into corresponding divisions. Since year 2014, the group has two continuing business lines: Service division and Development division. The group has no plans on independent construction activities in next few years.
The Service division is engaged in real estate brokerage, valuation, management and consulting as well as in short-term investment in residential real estate. The Service division offers to the group additional value by generating analytical data on market demand and supply, also behaviour of potential clients. Analytical data allows to make better decisions on purchase of land plots, planning and designing, also on timing the start of construction.
The Development division develops complete living environments and commercial real estate. Fully developed housing solutions are sold to the end-consumer.In some cases the group is developing also commercial properties until they start generating cash flow for two possible purposes: for the support of the groups’ cash flows or for resale. The group is currently holding completed commercial properties that generate rental income.
The Construction division provided general construction and environmental engineering services, operating as a general contractor and construction manager as well as a subcontractor. In 2013, the provision of construction services was finished and in February 2014, the group sold its construction company Arco Ehitus OÜ. Arco Vara is still responsible for completing possible warranty works, together with Arco Ehitus.
As at 31 March 2014, the group comprised 21 companies (31 December 2013: 23). At 31 March 2014, the group had interests in one joint venture (31 December 2013: 1) and one associate (31 December 2013: 1).
The group regards Estonia, Latvia and Bulgaria as its home markets.
Group Chief Executive’s review
By 2014, the entire Arco Vara group is entirely focused on business activities concerned with production. We do not spend our important resources on resolving past problems or exiting unprofitable projects. The central question is the manufacture and sale of new apartments.
The sales results and profit of the quarter generally meet our expectations. Due to the sale of shareholding in Arco Ehitus, we wrote the final set of assets and obligations with doubtful size off the balance sheet of the group. The real net value of this set depends on how court actions related to Arco Ehitus are resolved.
In the future, we will indicate the group’s results based on the principle of sustainability only for the units of the service and development division. The service division is profitable. The development division finished the quarter at zero. Zero is temporarily a good result, considering that the development division is currently in the process of building two apartment buildings in Riga and Sofia, with a total of 17,000 square metres under construction, and there are no sales. We will completely beat the past gap in the production and sales chain from the fourth quarter onwards, i.e. this is when the development division should show stable sales revenue and stable sales revenue is in turn based on the development division constantly working on obtaining immovables which suit residential real estate development, obtaining construction rights, designing and contracting construction.
The Service Division
The service division is a profitable division with positive cash flows, which consists of three companies in Estonia, Latvia and Bulgaria, which are primarily involved in real estate mediation and valuation (Arco Real Estate AS, Arco Real Estate SIA, Arco Imoti EOOD), two companies in Estonia and Bulgaria which are involved in real estate management (Arco Vara Haldus OÜ and Arco Facility Management EOOD). The operational volumes of the service division are increasing.
We believe that the increase of transaction activity on the target markets of Arco Vara is related to the increase of demand for new residential premises, albeit very moderately. Growth is affected by various factors, including:
I.Increase of the population’s consumer security compared to the crisis of 2007-2010 in all three countries, which directly influences the making of long-term investment decisions;
II.The population is concentrating in Sofia, Riga and Tallinn, which is observed even when the population is decreasing in other parts of the countries;
III.Relative stabilization of the banking sector, which is restoring the banks’ need to return to its main field of activity, i.e. create and increase functional portfolios of mortgage loans, and
IV.the physical amortization of the Soviet residential buildings and high maintenance costs opposing the consumers’ expectations on modern residential space and low maintenance costs.
Growth may stop if the financing conditions worsen significantly or the consumers’ expectations of the future decrease suddenly. At present, there is no indication of such tendencies.
In regards to current processes in Ukraine, it must be noted that they have a negligible effect on the domestic markets of Arco Vara, if the processes remain only in Ukraine. The only influence evident so far is the decrease of residential real estate consumption (visits, wishes to purchase and rent) by Russian residents in Latvia. The influence of this consumer group on the group as a whole is marginal, but their decreased consumption may influence the demand for real estate of the higher price class in Jurmala and Riga city centre. The events in Ukraine will influence the business operations of Arco Vara if it escalates to a level of influencing the economy of important member states of the European Union and thereby on those Estonian, Latvian and Bulgarian companies which provide the income to the sectors of population which are the group’s potential clients. In regards to development products, our target group is consumers whose income is above the state average, which is approx. 20% of the population. At the same time, the target group of the service division is over a half of the population.
The number of employees involved in the service division grew by 6 in the first quarter.
The Development Division
The cycle of the group’s development product from obtaining an immovable with no right of construction, planning, designing, constructing to the sale of the final product (apartment, house plot etc.) to the consumer can be measured in years. The production process of the group has gotten gaps in recent years, which today manifests in the fact that the products in stock are sold out and the next final products will be ready to sell from the third quarter onwards.
The first new apartments will be completed by the third quarter of 2014 in Bisumuisa, Riga (GSA 960 m2 i.e. 960 square metres of apartments on sale) and by the fourth quarter in Sofia, Manastirski stage II (GSA 12,500 m2). Based on data of the preliminary sales, we predict both projects to be sold out by the end of 2015 at the latest. The preliminary sales of Manastirski stage II (contracts under the law of obligations secured with client deposits) exceed 40% of the sales volume of the entire stage II as of the day of the quarterly report. Preliminary sales began on 15.11.2013 together with the start of construction.
The group continues simultaneously with other half-finished developments. In the first quarter, the group obtained plots of land with rights of construction in Harku rural municipality at Instituudi tee 7 and 9 (30 apartments, initial GSA 2,100 m2) and the detailed plan of a terraced house at Lehiku tee 23 in Tallinn was initiated (initial GSA 1,100 m2). Works also continue with the detailed plan of Paldiski mnt 70c, Tallinn, the detailed plan of Liimi 1b and obtaining other construction rights or designing conditions. The group will start the construction of Manastirski stage III (existing valid construction rights of apartments on sale with GSA of apartment space on sale as 6,700 m2) after the 80% sale of apartments in Manastirski stage II. All above numbers do not include underground construction rights or underground construction volumes.
We will also review the incoming suggestions for new development projects in Tallinn, Riga and Sofia. The goal of the activities of all companies in the development division is to achieve the rate of return on share capital of at least 20% per year. We do not spend resources and do not take risks with projects with a lower expected rate of return.
The Loan Burden
The loan burden has increased compared to the end of 2013, but the increase is caused by funding designing or construction works, i.e. all loans are taken for the purpose of production and loans are not taken to cover general expenses, make interest payments or for refinancing.
The group’s relationship with credit institutions is good. The construction of Manastirski stage II is completely funded by UniCredit Bulbank. Less than 30% of the loan limit is being used, because it has also been possible to fund the construction with preliminary sales deposits received by clients. The completion of Bisumuisa-1 apartments was funded by the group’s own funds until the end of first quarter and it is planned to conclude a loan contract with a Latvian credit institution for the final works in the second quarter.
Over 75% of all loans of the group are formed by a loan from Piraeus Bank, granted for the construction of the building at Madrid Blvd in Sofia. Negotiations are currently in progress for refinancing the loan contract and concluding it as an investment loan with one principal repayment. The intermediate results of the negotiations are formalized in writing both by the bank and by the borrower Arco Invest EOOD, the further progress of the project mainly depends on the activities of Arco Invest EOOD and the group. Earlier, we stated that the borrower and the building’s owner Arco Invest EOOD is currently in violation of the loan contract. The entire principal amount of the loan, 12.1 million euros, must be returned by the middle of 2015 pursuant to the valid contract, and monthly repayments to the sum of 150 thousand euros had to begin in January 2014. Piraeus Bank has expressed its willingness to extend the loan contract by four years if the group decreases the principal amount of loan by the sum of up to 1.5 million euros. From the group’s point of view, decreasing the principal amount of loan is reasonable, considering the cash flow from rent produced in the building at Madrid Blvd since 2013, to the sum of nearly 1 million euros per year, and the conservative selling value of apartments in the building which are unsold so far (34 units, GSA 3,800 m2) or the additional rent revenue received upon the completion of apartments and renting them out. The group’s parent company does not provide the surety to the loan obligation of Arco Invest EOOD to Piraeus Bank, nor does any important development company, and the loan has no other sureties. The group’s possible loss in the worst case scenario, which is the sale of the Madrid building in executive proceedings, should not exceed 500 thousand euros. At present, we are focusing on obtaining a profitable result and depending on the willingness of the shareholders, this seems realistic.
The biggest challenge of 2014 continues to be involving capital, the preparations for which began in March.
At present, the group has found the means to finance obtaining the immovable at Paldiski mnt 70c, Tallinn, and its planning procedure, construction of Manastirski stage II in Sofia (also called Manastirski AB) and the completion of apartments at Bisumuisa-1 in Riga. The sales revenue for development products in Latvia and Bulgaria will start coming in the third quarter at the earliest. Therefore, the group must “run on fumes” to fund its other development activities until the first quarter of 2015.
So far, the group has managed it, but it has also reached the critical limit of capabilities. Most development projects in the portfolio of Arco Vara or some development projects waiting to enter Arco Vara deserve a capital investment or will simply stay in stock until cash is released from other Bulgarian or Latvian projects.
The involvement of capital in 2014 has three important reasons.
Firstly, the management assesses that in order to start the construction and sales on the immovable at Paldiski mnt 70c in 2015, the bank loan of 1.4 million euros which was taken to fund the obtaining of this immovable must be paid back. Also, enough owners’ equity must be invested for the immovable’s utility connections, constructing access roads and designing, so as to construct the apartment buildings with the bank’s finances. The local government approved the detailed plan on 9 April 2014 and if the product is to be released on the market in 2015, works need to continue immediately. An alternative for the development of Paldiski mnt 70c is to freeze it and wait until finances are released from Manastirski stage II in Bulgaria, which will happen in the second quarter of 2015 at the earliest. This, in turn, means that the group will lose one year with the designing and start of construction. The group’s profitability will also worsen again, because stationary assets spend rather than produce.
Secondly, the management finds it reasonable to involve capital to retain control over the building at Madrid Blvd as an object which produces rent revenue and as additional revenue, realize the unsold apartments in the building. The group will only invest to decrease the principal part of the loan on the building pursuant to negotiations with the bank if there is the necessary owners’ equity for this (there is none today). The rate of return of owners’ equity additionally placed in the Madrid building must be at least 20% per year. Considering that the rent revenue of the building is nearly 1 million euros per year and the interest expenses calculated on the principal part of loan are below 700 thousand euros per year, capital investment with this rate of return is possible, because the building’s owner, Arco Invest EOOD, should be capable of paying the parent company the difference between received rent revenue and interest expense paid to the bank. Calculations do not include the possible sales or rent revenue from apartments currently unsold in the building at Madrid blvd, which would make the project even more profitable. An alternative is to sell the building at Madrid Blvd quickly or as part of executive proceedings, but this way of selling property is generally not the most profitable for the seller.
Thirdly, the group has negotiated with various people for obtaining various development projects in Tallinn and Riga, the designing and construction of which can begin immediately (construction rights exist) and the predicted rate of return of owners’ equity of those projects meets the group’s expectations.
If capital involvement is not successful, the group needs to fund all its developments other than Manastirski and Bisumuisa either with foreign capital or freeze other developments until cash is released from the developments of Manastirski stage II and Bisumuisa-1. The possibilities of involving foreign capital are complicated, because the owners’ equity, which minimizes the risks of foreign capital, is already largely tied up and development should not be owerpowered. Actually, Arco Vara is currently in a circle of slow development, and the right way of breaking out of it is increasing owners’ equity by involving capital.
To stabilize the development process, sales revenue and profits, a situation must be achieved where active work is taking place simultaneously in different development projects at different stages of completion. At that, the developed immovable, construction rights, utility connections and the construction project should always be obtained or created with the funds of the group’s owners’ equity, not with a loan. The group violated this general rule by obtaining the immovable at Paldiski mnt 70c in 2013, for which it used a bank loan, but that decision was extraordinary in many ways. The main thing was to restart developments of volume and a prospective land bank had to be created for that purpose, but there was not enough owners’ equity for this.
The year has begun according to plans. The first quarter has been profitable thanks to the sale of Arco Ehitus, but the second quarter will generate a loss of approx. 0.3 million euros. The volumes of the service division are increasing and profitable, but insufficient to cover the lack of sales revenue of development products in the first and second quarter. Sales revenue from development will begin to generate only in the third quarter and will again exceed the level necessary for the group to profit in the fourth quarter. The management does not change the turnover prediction of 9 million euros and profit prediction of 0.5 million euros, predicted for 2014. The development projects being constructed today enable to earn sales revenue of up to 10 million euros in the years 2014-2015. Development projects with construction rights are added to it. For the sales revenue of the company to exceed 10 million euros and the profit to exceed 1 million euros in 2016 and beyond, the owners’ equity of Arco Vara must be increased in 2014 already, and the involved money must be placed in development. The involved sum should be between 3-5 million euros.
In Q1 2014, revenue of Service division was 845 thousand euros, that included intra-group revenue of 127 thousand euros (Q1 2013: 597 thousand and 62 thousand euros, respectively).Revenue of Service division is increased by as much as 42%. Sales growth came primarily from Latvia and Bulgaria, there first quarter revenue from main activities of real estate agencies, brokerage and valuation of real estate, increased by 44% and 132%, respectively. The sales growth of 17% for Estonian real estate agency was more moderate.
Revenue of real estate agencies from brokerage activities
The revenue growth of Latvian and Bulgarian agencies was caused both by general increased activity on the market and strongly seizing the market by increasing the number of employees. There was also significant increase in the number of brokerage deals and valuation reports, compared to first quarter of previous year.
All three real estate agencies ended up Q1 2014 with a small net profit: Estonian agency’s net profit was 9 thousand euros (Q1 2013: 24 thousand euros), Latvian agency’s net profit was 17 thousand euros (Q1 2013: 7 thousand euros) and Bulgarian agency’s net profit was 41 thousand euros (Q1 2013: 7 thousand euros).
In addition to brokerage and valuation services, the service division also provides real estate management service in Estonia and Bulgaria, as well as accommodation service in Bulgaria.Separate real estate management company Arco Vara Haldus OÜ started its activities in Estonia from the beginning of year 2014. The revenue from real estate management was 45 thousand euros in Q1 2014, but only 13 thousand of which was external revenue (Q1 2013: 35 thousand and 8 thousand, repectively). Revenue from accommodation services amounted to 15 thousand euros in Q1 2014.
The number of staff in Service division has been increased to 167 employees as at 31 March 2014, growing by 6 people during first quarter.
In Q1 2014, revenue of Development division totalled 397 thousand euros (Q1 2013: 1205 thousand euros). The decrease of Development division revenue was due to the sale of properties developed in-group. In Q1 2014, was sold only 2 apartments in Bišumuiža-1 project with corresponding revenue of 128 thousand euros. Comparable results of Q1 2013 were 14 sold apartments and 1 plot with corresponding revenue of 882 thousand euros. Operating profit of Development division was 44 thousand euros (Q1 2013: 379 thousnad euros). The decrease of operating profit is caused by significantly dropped revenue.
Most of the other revenue of Development division consisted of rental income from commercial and office space of Madrid Blvd building in Sofia, amounted to 246 thousand euros in Q1 2014. In Q1 2013, the rental income was 281 thousand euros, but there was included also revenue of Pärnu Turg OÜ in amount of 46 thousand euros for the first 2 month of year 2013. Pärnu Turg OÜ was sold on 1 March 2013.
InQ1 2014, was continued construction on II stage of Manastriksi Livadi project. At the same time with the start of construction, in Novemebr 2013, was started presale of apartments. And it is turned out to be successful, because more than 40% of apartments are already covered with pre-agreements.
In January 2014, were started works for finalizing construction of the last 14-apartment building (GSA of 960 m2) in Bišumuiža-1 project in Latvia, with estimated term at the beginning of Q3 2014. Two last apartments of previous stage in the same project are unsold yet, with selleable area of 210 m2.
As at the end Q1 2014, 2 apartments and 33 parking spaces have not been sold in the apartment building of Manastirski Livadi C-block (also named as Manastirski I stage) in Bulgaria. Madrid complex contains 34 unsold apartments and 120 parking spaces. 11 apartments and all parking spaces, out of all unsold Madrid properties, are rented out.
In February 2014, the group acquired as an additon to the land bank, two land plots with building right for 2 apartment buildings (30 apartments with estimated GSA of 2,100 m2) near Tallinn, at Instituudi tee 7 and 9 in Harku.
In Bulgaria, the group has a land bank in the form of Manastirski Livadi D-block (also named as Manastirski III stage), which enables to build an apartment building with approximately 70 apartments (GSA of 6,600 m2). The group’s long-term goal is to create a land bank for all three countries which enables the development of at least 1,000 apartments. At present, the group has a land bank suitable for constructing about 500 apartments.
As at 31 March 2014, 4 people were employed in the development division.
Find out more about the projects at: www.arcorealestate.com/arendus.
Dear shareholder of Arco Vara AS
Notice is hereby given that the annual general meeting of Arco Vara AS (registry number 10261718; registered office at Jõe 2B, Tallinn) will be held in the Bolero meeting room of Sokos Hotel Viru, Viru Square 4 on 5 June 2014 at 10.00 am.
The agenda of the annual general meeting:
1. Approval of the annual report for 2013
The supervisory board proposes to the shareholders:
·to approve the annual report for 2013;
·to transfer the net profit for the year ended on 31 December 2013 of 3 427 165 EUR to retained earnings.
2. Raising Share Capital
The supervisory board proposes to the shareholders:
to approve the issuance of new shares of Arco Vara AS on the following terms and conditions:
·Arco Vara AS (the „Company“) will issue 3,5 million new shares with the nominal value of 0,7 EUR increasing the share capital by 2450 000 EUR, therefore the new share capital of the Company will be 5769194,9 EUR;
·the Company will issue common shares;
·all the existing shareholders of the Company will have the pre-emptive right to to subscribe for the new shares in accordance with § 345 of the Commercial Code. Only the shareholders who are in the list of the Company’s shareholders by 19 June 2014 at 23.59. The pre-emptive right can be executed during the subscription period, which commences on 6 June at 9.00a.m and terminates on 20 June 2014 at 5.00p.m;
·by issuing the new shares the pre-emptive right of subscription for the new shares derived from legislative acts will be granted to the shareholders and in case the amount of shares owned by a shareholder does not give the right to subscribe for the whole number of shares the amount of shares will be rounded up;
·the subscription period for the shares issued by the Company will commence on 6 June at 9.00 a.m and terminates on 20 June 2014 at 5.00 p.m;
·payment for the subscribed shares will be made by monetary contribution at the time of subscription;
·the nominal value of the shares in 0,7 EUR and issuance price of the new shares will be 1 EUR, therefore the amount of premium will be 0,3EUR;
·the issued shares shall grant the right to dividends from the financial year the share capital was increased;
·in case the amount of shares subscribed for during the subscription period will exceed the volume of the planned share capital increase, the Management Board of the Company will have the right to cancel the oversubscribed shares in accordance with § 3461(2) of the Commercial Code. During allocation the Management Board of the Company will grant the existing shareholders their pre-emptive right for subscription derived from legislative acts and follow the principle of equal treatment of shareholders;
·in case the amount of shares subscribed for during the subscription period is under the volume of the planned share capital increase, the Management Board of the Company will have the right to cancel the shares that were not subscribed for during the subscription period. The Management Board will have the right to exercise this right during 15 days after the end of the subscription period;
·by issuing new shares the Company wishes to improve its capitalization. Proceeds of the share issue will be used for investing in residential real estate development projects.
3. Appointment of Auditor
The Manager proposes the shareholders to appoint one auditor for one year (until the next ordinary shareholders general meeting) and appoint AS PricewaterhouseCoopers as such auditor. To pay the auditor the fee for auditing the company’s economic activities during marketing year 2014 according to the future agreement between the company and AS Pricewaterhouse Coopers.
The materials of the annual general meeting will be available on the website of Arco Vara AS at http://www.arcorealestate.com/en/investor-info/general and in the registered office of Arco Vara AS at Jõe 2B, Tallinn on business days from 9 am to 5 pm.
The list of shareholders eligible to vote will be prepared seven days before the general meeting, i.e. on 29 May 2013 as at 23:59.
The notice of the annual general meeting including the exact time, location and agenda will be published in Postimeeson 14 May 2014.
Management Board of Arco Vara AS