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AFRB Afi Development Plc

0.379
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Last Updated: 01:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Afi Development Plc LSE:AFRB London Ordinary Share CY0101380612 B ORD USD0.001
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.379 0.378 0.38 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

AFI Development PLC RESULTS FOR THE THREE MONTHS TO 31 MARCH 2017 (4790G)

30/05/2017 7:02am

UK Regulatory


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TIDMAFRB TIDMAFID

RNS Number : 4790G

AFI Development PLC

30 May 2017

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION

IN OR INTO THE RUSSIAN FEDERATION, THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN

30 May 2017

AFI DEVELOPMENT PLC

("AFI DEVELOPMENT" OR "THE COMPANY")

RESULTS FOR THE THREE MONTHS TO 31 MARCH 2017

Better performance supported by rouble appreciation

AFI Development, a leading real estate company focused on developing property in Russia, has today announced its financial results for the three months ended 31 March 2017.

Q1 2017 financial highlights

-- Revenue for Q1 2017 increased by 74% year-on-year to US$47.5 million, including proceeds from the sale of trading properties:

   -    Rental and hotel operating income increased by 27% year-on-year to US$25.5 million 

- AFIMALL City contribution stood at US$19.5 million (Q1 2016: US$16.0 million), a 22% growth year-on-year

   -    Sale of residential properties contributed US$21.9 million to total revenue 
   --    Gross profit increased by 7% year-on-year to US$16.1 million (Q1 2016: US$15.1 million) 

-- Net profit for Q1 2017 amounted to US$1.0 million, compared to a loss of US$31.9 million in Q1 2016

-- Total gross value of portfolio of properties increased to US$1.49 billion (vs. US$1.44 billion at end-2016) mainly due to purchase of 50% share in the Plaza Spa Kislovodsk project

-- Cash, cash equivalents and marketable securities as of 31 March 2017 grew to US$29.6 million (vs. US$16.7 million at end-2016)

Q1 2017 operational highlights

-- The construction and pre-sales of two additional residential projects in Moscow were launched in Q1 2017: Bolshaya Pochtovaya and Botanic Garden

-- At Odinburg, marketing activities were focused on Building 2, where the delivery of apartments started in March 2017. The number of sale contracts signed amounted to 716 (99% of total) in Building 1 and 534 (76% of total) in Building 2 as of 26 May 2017

-- At the AFI Residence Paveletskaya residential development, construction works and pre-sale of apartments continue to plan; 210 residential units have been pre-sold to date

-- AFIMALL City has demonstrated strong NOI, reflecting macroeconomic stabilisation and a stronger rouble:

   -   NOI grew to US$14.3 million in Q1 2017, from US$13.6 million in Q1 2016 

Commenting on today's announcement, Lev Leviev, Executive Chairman of AFI Development, said:

"The first quarter of 2017 saw a marked improvement on the previous year, supported by strong performance at AFIMALL City and a positive effect of rouble appreciation during the period. In line with our strategy, we continued to deliver our development pipeline with construction and sales of our key projects progressing to plan. We are particularly pleased to have launched active construction of two important projects, Bolshaya Pochtovaya and Botanic Garden, which will further strengthen our position in the market and support our performance going forward."

Q1 2017 Results Conference Call:

AFI Development will hold a conference call for analysts and investors to discuss its Q1 2017 financial results on Wednesday, 31 May 2017.

Details for the conference call are as follows:

   Date:                               Wednesday, 31 May 2017 
   Time:                              3pm BST (5pm Moscow) 
   Dial-in Tel:                     International:             +44 (0)20 3003 2666 
   UK toll free:              0808 109 0700 
   US toll-free:               1 866 966 5335 
   Russia toll-free:        8 10 8002 4902044 
   Password:                       AFI 

Please dial in 5-10 minutes prior to the start time giving your name, company and stating that you are dialling into the AFI Development conference call quoting the reference AFI.

Prior to the conference call, the Q1 2017 Investor Presentation of AFI Development will be published on the Company website at http://www.afi-development.com/en/investor-relations/reports-presentations on 31 May 2017 by 11am BST (1pm Moscow time).

- ends -

For further information, please contact:

AFI Development, +7 495 796 9988

Ilya Kutnov, Corporate Affairs/Investments Director (Responsible for arranging the release of this announcement)

Citigate Dewe Rogerson, London +44 20 7638 9571

David Westover

Isabelle Andrews

This announcement contains inside information.

About AFI Development

Established in 2001, AFI Development is one of the leading real estate development companies operating in Russia.

AFI Development is listed on the Main Market of the London Stock Exchange and aims to deliver shareholder value through a commitment to innovation and continuous project development, coupled with the highest standards of design, construction and quality of customer service.

AFI Development focuses on developing and redeveloping high quality commercial and residential real estate assets across Russia, with Moscow being its main market. The Company's existing portfolio comprises commercial projects focused on offices, shopping centres, hotels and mixed-use properties, and residential projects. AFI Development's strategy is to sell the residential properties it develops and to either lease the commercial properties or sell them for a favourable return.

AFI Development is a leading force in urban regeneration, breathing new life into city squares and neighbourhoods and transforming congested and underdeveloped areas into thriving new communities. The Company's long-term, large-scale regeneration and city infrastructure projects establish the necessary groundwork for the successful launch of commercial and residential properties, providing a strong base for the future.

Legal disclaimer

Some of the information in these materials may contain projections or other forward-looking statements regarding future events, the future financial performance of the Company, its intentions, beliefs or current expectations and those of its officers, directors and employees concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies and business. You can identify forward looking statements by terms such as "expect", "believe", "anticipate", "estimate", "intend", "will", "could," "may" or "might" or the negative of such terms or other similar expressions. These statements are only predictions and that actual events or results may differ materially. Unless otherwise required by applicable law, regulation or accounting standard, the Company does not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in projections or forward-looking statements of the Company, including, among others, general economic conditions, the competitive environment, risks associated with operating in Russia and market change in the industries the Company operates in, as well as many other risks specifically related to the Company and its operations.

Executive Chairman's statement

Increased oil prices and appreciation of the rouble helped to support continuing macroeconomic stabilisation in Russia in the first three months of the year. This positively impacted Company performance and AFIMALL City, in particular.

Our gross profit for the quarter increased by 7%, positively impacted by a growth in revenue to US$47.5 million, as well as our continued focus on efficiency and cost control. The active management of our yielding properties, namely AFIMALL City, office properties in Moscow and our hotels, played a key role in achieving this result. Net profit was US$1.0 million for the first three months of the year.

Our focus in the residential segment remains on construction and marketing of existing projects, as well as on the progression of the Bolshaya Pochtovaya and Botanic Garden projects, launched in the first quarter of this year. These business-class residential projects are expected to support our performance going forward, through residential real estate sales.

Projects update

AFIMALL City

AFIMALL City's performance continues to improve, reflected in increased revenue (US$19.5 million for the quarter) and NOI (US$14.3 million for the quarter). Occupancy at the end of Q1 2017 was at 83%, virtually unchanged compared to the end of 2016.

Recent new openings at AFIMALL City include the Gulliver children goods outlet, Osteria Mario restaurant and Otto Berg fashion shop. As part of ongoing marketing efforts, in February 2017, AFIMALL hosted a casting session for the national beauty contest "Miss Russia 2017".

Odinburg

In the first quarter of 2017, the Company successfully commissioned Building 2 and started the delivery of apartments to customers. Construction work continues at the kindergarten of Phase 1, while Building 3 and Building 6 are being prepared for construction launch.

As of the date of publication of this report, 716 apartments (99% of total) in Building 1 and 534 (76% of total) in Building 2 have been sold.

AFI Residence Paveletskaya (Paveletskaya II)

Construction work and marketing of the development continue to plan. As of the date of publication of this report, 210 contracts for pre-sales of both "flats" and "apartments" have been signed.

Aquamarine III (Ozerkovskaya III)

AFI Development continues to market office space in the complex to potential buyers and tenants.

Bolshaya Pochtovaya

The main construction phase and pre-sale of apartments were launched in Q1 2017.

Botanic Garden

The main construction phase and pre-sale of apartments were launched in Q1 2017.

Plaza Spa Kislovodsk

In Q1 2017 the Company consolidated 100% of Plaza Spa Kislovodsk by acquiring a 50% stake from its partner in the project.

Key Events Subsequent to 31 March 2017

After the end of Q1 2017, the following key events occurred:

In May 2017, AFI Development Plc completed a series of transactions to become 100% owner of the Berezhkovskaya project, an operating office complex in Moscow, following an agreement with its partners in the project. According to the transactions, the partner received a title to office premises totalling 3,468.5 sq.m in the project, while AFI Development received the partner's 26% share in the project company, Bizar LLC. The new total area of the premises at the Berezhkovskaya project is 7,909.8 sq.m.

 
 
   Lev Leviev 
   Executive Chairman of 
   the Board 
 

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the period from 1 January 2017 to 31 March 2017

C O N T E N T S

Independent auditors' report on review of condensed consolidated interim financial information

Condensed consolidated income statement

Condensed consolidated statement of comprehensive income

Condensed consolidated statement of changes in equity

Condensed consolidated statement of financial position

Condensed consolidated statement of cash flows

Notes to the condensed consolidated interim financial statemen

Independent auditors' report on review of condensed consolidated interim financial statements to the members of AFI DEVELOPMENT PLC

Introduction

We have reviewed the accompanying condensed consolidated statement of financial position of AFI Development PLC as at 31 March 2017, the condensed consolidated statements of income, comprehensive income, changes in equity and cash flows for the three-month period then ended, and notes to the interim financial statements ('the condensed consolidated interim financial statements'). The Company's Board of Directors is responsible for the preparation and presentation of this condensed consolidated interim financial statements in accordance with IAS 34 "Interim Financial Reporting". Our responsibility is to express a conclusion on this condensed consolidated interim financial statements based on our review.

Scope of Review

We conducted our review in accordance with the International Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity". A review of interim financial statements consist 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 condensed consolidated interim financial statements as at 31 March 2017 are not prepared, in all material respects, in accordance with IAS 34 "Interim Financial Reporting".

Emphasis of Matter

Without qualifying our conclusion, we draw attention to note 2(i) to the condensed consolidated interim financial statements which describes that despite that the Group has recognised a net profit after tax of US$1 million for the three month period ended 31 March 2017 and its cash and cash equivalents and marketable securities improved to US$30 million, its current liabilities increased to US$293 million due to the reclassification of the Ozerkovskaya loan as its maturity is due in January 2018. In combination with the maturity of the AFIMALL loan in April 2018, the Group will be required to make a lump sum payment of the principal of the loans with a current balance of $640 million. These conditions along with other matters as set forth in note 2(i), indicate the existence of a material uncertainty that may cast significant doubt about the Group's ability to continue as a going concern.

Maria H. Zavrou, FCCA

Certified Public Accountant and Register Auditor

For and on behalf of

KPMG Limited

Certified Public Accountants and Registered Auditors

14 Esperidon Street

1087 Nicosia, Cyprus

29 May 2017

CONDENSED CONSOLIDATED INCOME STATEMENT

For the period from 1 January 2017 to 31 March 2017

 
                                              1/1/17-      1/1/16- 
                                              31/3/17      31/3/16 
                                              US$ '000     US$ '000 
                                      Note 
 
 Revenue                               6       47,498       27,365 
 
 Other income                                      155        2,184 
 
 Operating expenses                    8      (12,262)     (7,693) 
 Carrying value of trading 
  properties sold                      14     (20,331)     (6,182) 
 Administrative expenses               7       (546)       (1,664) 
 Other expenses                                  (385)          (13) 
 Total expenses                               (33,524)     (15,552) 
 
 Share of the after tax profit 
  of joint ventures                              1,957        1,058 
 
 Gross Profit                                  16,086       15,055 
 
 Gain on 100% acquisition of 
  previously held interest in 
  a joint venture                       22      7,532          - 
 
 Decrease in fair value of            11, 
  properties                           12     (43,613)     (60,275) 
 
 Results from operating activities            (19,995)     (45,220) 
 
 Finance income                                24,470       21,195 
 Finance costs                                (11,863)     (10,669) 
 Net finance income                    9       12,607        10,526 
 
 Loss before tax                              (7,388)      (34,694) 
 Tax benefit                           10        8,419        2,833 
 
 Profit/(loss) for the period                    1,031     (31,861) 
 
 Profit/(loss) attributable 
  to: 
 Owners of the Company                         1,091       (31,787) 
 Non-controlling interests                         (60)         (74) 
                                                 1,031     (31,861) 
 
 Earnings per share 
 Basic and diluted earnings 
  per share (cent)                                 0.10       (3.03) 
 

The notes form an integral part of the condensed consolidated interim financial statements.

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the period from 1 January 2017 to 31 March 2017

 
 
                                             1/1/17-      1/1/16- 
                                             31/3/17      31/3/16 
                                             US$ '000    US$ '000 
 
 Profit/(loss) for the period                    1,031    (31,861) 
 
 Other comprehensive income 
  Items that are or may be reclassified 
  subsequently to profit or loss 
 Realised translation difference 
  on 100% acquisition of previously 
  held interest in a joint venture 
  transferred to income statement              (4,271)           - 
 Foreign currency translation 
  differences for foreign operations            19,375      14,396 
 Other comprehensive income for 
  the period                                    15,104      14,396 
 
 Total comprehensive income for 
  the period                                    16,135    (17,465) 
 
 Total comprehensive income attributable 
  to: 
 Owners of the Company                          16,201    (17,490) 
 Non-controlling interests                        (66)          25 
                                                16,135    (17,465) 
 

The notes form an integral part of the condensed consolidated interim financial statements.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the period from 1 January 2017 to 31 March 2017

 
                                                             Attributable to the owners                               Non-controlling      Total 
                                                                    of the Company                                       interests         equity 
                      Share          Share              Capital           Translation     Retained 
                     Capital        Premium             reserve             Reserve       Earnings        Total 
                       US$            US$                 US$                 US$            US$           US$        US$                   US$ 
                       '000           '000                '000                '000           '000          '000        '000                 '000 
 
 Balance at 1 
  January 2017          1,048         1,763,409                (9,201)        (311,331)    (667,801)        776,124           (3,827)       772,297 
 
 Total 
 comprehensive 
 income for the 
 period 
 Profit/(loss) 
  for the period         -                   -               -                    -         1,091         1,091            (60)            1,031 
 Other 
  comprehensive 
  income                    -                 -                      -           15,110            -         15,110               (6)        15,104 
 Total 
  comprehensive 
  income for the 
  period                    -                 -                      -           15,110        1,091         16,201              (66)        16,135 
 
 Transactions with owners 
  of 
  the Company Changes in 
  ownership interests 
 Acquisition 
  of 
  non-controlling 
  interests (note 
  23)                       -                 -                (4,533)                -            -        (4,533)             3,033       (1,500) 
 
 Balance at 31 
  March 2017            1,048         1,763,409               (13,734)        (296,221)    (666,710)        787,792             (860)       786,932 
 
 
 Balance at 1 
  January 2016          1,048         1,763,409                (9,201)        (338,951)    (620,786)        795,519           (3,919)       791,600 
 
 Total 
 comprehensive 
 income for the 
 period 
 Loss for the 
  period                 -                   -               -                     -       (31,787)      (31,787)          (74)          (31,861) 
 Other 
  comprehensive 
  income                    -                 -                      -           14,297            -         14,297                99        14,396 
 Total 
  comprehensive 
  income for the 
  period                    -                 -                      -           14,297     (31,787)       (17,490)                25      (17,465) 
 
 Transactions with owners 
 of the Company Contributions 
 and distributions 
 Share option 
  expense                   -                 -                      -                -          282            282                 -           282 
 
 Balance at 31 
  March 2016            1,048         1,763,409                (9,201)        (324,654)    (652,291)        778,311           (3,894)       774,417 
 
 

The notes form an integral part of the condensed consolidated interim financial statements.

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2017

 
                                                   31/3/17          31/12/16 
                     Note                          US$ '000         US$ '000 
 Assets 
 Investment property                       11          915,350          915,350 
 Investment property under 
  development                              12          158,800          232,900 
 Property, plant and equipment             13           79,072           31,215 
 Long-term loans receivable                                 20           15,763 
 VAT recoverable                                           45                 9 
 Non-current assets                                  1,153,287        1,195,237 
 
 Trading properties                        14           50,010            6,854 
 Trading properties under construction     15          292,110          243,327 
 Other investments                                       6,204            6,088 
 Inventories                                             1,085              665 
 Short-term loans receivable                               444                7 
 Trade and other receivables               16           51,181           42,427 
 Current tax assets                                      2,544            2,542 
 Cash and cash equivalents                 17           23,447           10,619 
 Current assets                                        427,025          312,529 
 
 Total assets                                        1,580,312        1,507,766 
 
 Equity 
 Share capital                                           1,048            1,048 
 Share premium                                       1,763,409        1,763,409 
 Translation reserve                                 (296,221)        (311,331) 
 Capital reserve                                      (13,734)          (9,201) 
 Retained earnings                                   (666,710)        (667,801) 
 Equity attributable to owners 
  of the Company                           18          787,792          776,124 
 Non-controlling interests                               (860)          (3,827) 
 Total equity                                          786,932          772,297 
 
 Liabilities 
 Long-term loans and borrowings            19          469,017          627,074 
 Deferred tax liabilities                               11,642           14,934 
 Deferred income                                        11,552           10,455 
 Non-current liabilities                               492,211          652,463 
 
 Short-term loans and borrowings           19          193,427              748 
 Trade and other payables                  20           54,040           30,957 
 Advances from customers                                53,702           51,301 
 Current liabilities                                   301,169           83,006 
 
 Total liabilities                                     793,380          735,469 
 
 Total equity and liabilities                        1,580,312        1,507,766 
 
 
 

The condensed consolidated interim financial statements were approved by the Board of Directors on 29 May 2017.

The notes form an integral part of the condensed consolidated interim financial statements.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

For the period from 1 January 2017 to 31 March 2017

 
                                                      1/1/17-         1/1/16- 
                                                      31/3/17         31/3/16 
                                            Note      US$ '000        US$ '000 
 Cash flows from operating activities 
 (Profit)/loss for the period                              1,031         (31,861) 
 Adjustments for: 
 Depreciation                                13              197              184 
 Net finance income                           9         (12,728)         (10,619) 
 Share option expense                                          -              282 
 Decrease in fair value of properties                     43,613           60,275 
 Share of profit in joint ventures                       (1,957)          (1,058) 
 Gain on 100% acquisition of 
  previously held interest in                            (7,532)                - 
  a joint venture 
 Profit on sale of property, 
  plant and equipment                                          -             (24) 
 Tax benefit                                 10          (8,419)          (2,833) 
                                                          14,205           14,346 
 Change in trade and other receivables                   (2,264)            (537) 
 Change in inventories                                        33              (1) 
 Change in trading properties 
  and trading properties under 
  construction                                           (3,318)          (1,419) 
 Change in advances and amounts 
  payable to builders of trading 
  properties under construction                            2,725            2,542 
 Change in advances from customers                       (1,430)          (1,001) 
 Change in trade and other payables                        9,962          (1,507) 
 Change in VAT recoverable                                 (663)            (252) 
 Change in deferred income                                   291             (82) 
 Cash generated from operating 
  activities                                              19,541           12,089 
 Taxes paid                                                (500)            (133) 
 Net cash from operating activities                       19,041           11,956 
 
 Cash flows from investing activities 
 Acquisition of subsidiary net 
  of cash acquired                           22            (786)                - 
 Proceeds from sale of other 
  investments                                              2,621           12,242 
 Proceeds from sale of property, 
  plant and equipment                                          -               87 
 Interest received                                           159            1,859 
 Change in advances and amounts 
  payable to builders                       16,20          1,836                8 
 Payments for construction of 
  investment property under development      12            (796)            (339) 
 Payments for the acquisition/renovation 
  of investment property                     11             (97)             (36) 
 Change in VAT recoverable                                   614               63 
 Acquisition of property, plant 
  and equipment                              13             (11)            (150) 
 Dividends received from joint 
  ventures                                                     -              201 
 Acquisition of other investments                        (2,612)          (4,643) 
 Proceeds from repayment of                                4,178                - 
  loans receivable 
 Payments for loans receivable                           (1,429)              (3) 
 Net cash from investing activities                        3,677            9,289 
 
 Cash flows from financing activities 
 Acquisition of non-controlling 
  interests                                  23          (1,500)                - 
 Proceeds from loans and borrowings                        5,632                - 
 Repayment of loans and borrowings                             -         (11,540) 
 Interest paid                                          (11,978)         (10,986) 
 Net cash used in financing 
  activities                                             (7,846)         (22,526) 
 
 Effect of exchange rate fluctuations                    (2,044)          (1,132) 
 
 Net increase/(decrease) in 
  cash and cash equivalents                               12,828          (2,413) 
 Cash and cash equivalents at 
  1 January                                               10,619           26,545 
 Cash and cash equivalents at 
  31 March                                   17           23,447           24,132 
 

The notes form an integral part of the condensed consolidated interim financial statements.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the period from 1 January 2017 to 31 March 2017

   1.      INCORPORATION AND PRINCIPAL ACTIVITY 

AFI Development PLC (the "Company") was incorporated in Cyprus on 13 February 2001 as a limited liability company under the name Donkamill Holdings Limited. In April 2007 the Company was transformed into public company and changed its name to AFI Development PLC. The address of the Company's registered office is 165 Spyrou Araouzou Street, Lordos Waterfront Building, 5(th) floor, Flat/office 505, 3035 Limassol, Cyprus. As of 7 September 2016 the Company is a 64.88% subsidiary of Flotonic Limited, a private holding company registered in Cyprus, 100% owned by Mr Lev Leviev. Prior to that, the Company was a 64.88% subsidiary of Africa Israel Investments Ltd ("Africa-Israel"), which is listed in the Tel Aviv Stock Exchange ("TASE"). The remaining shareholding of "A" shares is held by a custodian bank in exchange for the GDRs issued and listed in the London Stock Exchange ("LSE"). On 5 July 2010 the Company issued by way of a bonus issue 523,847,027 "B" shares, which were admitted to a premium listing on the Official List of the UK Listing Authority and to trading on the main market of LSE. On the same date, the ordinary shares of the Company were designated as "A" shares.

These condensed consolidated interim financial statements ("interim financial statements") as at and for the three months ended 31 March 2017 comprise the Company and its subsidiaries (together referred to as the "Group") and the Group's interest in jointly controlled entities.

The principal activity of the Group is real estate investment and development. The principal activity of the Company is the holding of investments in subsidiaries and joint ventures.

   2.      basis of ACCOUNTING 
   i.              Going concern basis of accounting 

The Group had experienced, during the several past years, difficult trading conditions driven by macro-economic and geopolitical developments affecting the Russian economy as a whole and a deterioration in demand for real estate assets across the country. Whilst the general economy has shown some signs of stabilisation during the year 2016 and for the first quarter of 2017 with higher oil prices, strengthening of Rubble and inflation on a downward trend, the performance of the real estate sector remains weak.

The Group has recognised a net profit after tax of US$1 million for the three month period ended 31 March 2017, its cash and cash equivalents and marketable securities improved to US$30 million and its current liabilities increased to US$293 million due to the reclassification of the Ozerkovskaya loan as its maturity is due in January 2018. In combination with the maturity of the AFIMALL loan in April 2018, will require the Group to make a lump sum payment of the principal of the loans with a current balance of $640 million. These conditions, along with other matters set forth below, indicate the existence of material uncertainty which may cast significant doubt about the Group's ability to continue as a going concern.

As described in more detail in the Company's announcements and its year end consolidated financial statements for the year ended 31 December 2016, a series of events, negotiations and signed addendums with VTB bank for the Ozerkovskaya III and AFIMALL City loan facilities took place during 2016. Management explores all options in relation to repaying the Loan Facilities when they fall due in 2018, which may or may not include the disposal of certain assets or projects or refinance of AFIMALL City loan. Management considers its available options and is developing a plan on how to approach the loans at maturity and secure further financing to continue in operational existence for the foreseeable future.

   i.              Going concern basis of accounting (continued) 

Management estimates that the Group will generate sufficient operating cash flows so as to meet the Loan Facilities interest payments and continue the construction of projects classified as "Trading properties under construction" as described in Note 15, which are "Odinburg", "Paveleskaya phase II", "Pochtovaya" and "Botanic Garden".

Considering all the above conditions and assumptions, the interim consolidated financial statements have been prepared on a going concern basis, which assumes that the Group will be in a position to refinance or negotiate the loans at maturity, secure further financing for its project under construction and development and achieve the sales volumes and prices as budgeted to generate enough cash to cover its working capital requirements in order for the Group to be in a position to continue its operations in the foreseeable future. It is noted that no reclassifications or adjustments were included with reference to the values of the Group's assets and liabilities, which may be required if the Group is not able to continue operating as a "going concern".

   ii.            Statement of compliance 

These interim financial statements have been prepared in accordance with IAS 34 "Interim Financial Reporting" and should be read in conjunction with the Group's last annual consolidated financial statements as at and for the year ended 31 December 2016 ('last annual financial statements'). They do not include all of the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual financial statements.

   iii.           Functional and presentation currency 

These consolidated financial statements are presented in United States Dollars which is the Company's functional currency. All financial information presented in United States Dollars has been rounded to the nearest thousand, except when otherwise indicated.

Foreign operations

Each entity of the Group determines its own functional currency and items included in the financial statements of each entity are measured using its functional currency. Where the functional currency of an entity of the Group is other than US Dollars, which is the presentation currency of the Group, then the financial statements of the entity are translated in accordance with IAS 21 'The effects of changes in foreign exchange rates".

The table below shows the exchange rates of Russian Roubles, which is the functional currency of the Russian subsidiaries of the Group, to the US Dollar which is the presentation currency of the Group:

Exchange rate

Russian Roubles

As of: for US$1 Change

%

31 March 2017 56.3779 (7.1)

31 December 2016 60.6569 (16.8)

31 March 2016 67.6076 (7.2)

Average rate during:

Three-month period ended 31 March 2017 58.8366 (21.2)

Three-month period ended 31 March 2016 74.6283 20.0

   3.      USE OF JUDGEMENTS AND ESTIMATES 

In preparing these interim financial statements, management has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates.

The significant judgments made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 31 December 2016.

Measurement of fair values

The Group has an established control framework with respect to the measurement of fair values. This includes a valuation team that has overall responsibility for overseeing all significant fair value measurements, including Level 3 fair values, and reports directly to the chief financial officer.

The valuation team regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values, then the valuation team assesses the evidence obtained from the third parties to support the conclusion that these valuations meet the requirements of IFRS, including the level in the fair value hierarchy in which the valuations should be classified.

Significant valuation issues are reported to the Group Audit Committee.

When measuring the fair value of an asset or a liability, the Group uses market observable data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

   --   Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities. 

-- Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

-- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

If the inputs used to measure the fair value of an asset or a liability might be categorised in different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

   4.      significant accounting policies 

The accounting policies applied in these interim financial statements are the same as those applied in the Group's consolidated financial statements as at and for the year ended 31 December 2016.

Standards issued but not yet effective

A number of new standards and amendments to standards are effective for annual periods beginning after 1 January 2017 and earlier application is permitted; however, the Group has not early adopted any new or amended standards in preparing these condensed consolidated interim financial statements.

The Group has no updates to information provided in the consolidated financial statements as at and for the year ended 31 December 2016 about the standards issued but not yet effective that may have a significant impact on the Group's consolidated financial statements.

   5.       OPERATING SEGMENTS 

The Group has 5 reportable segments, as described below, which are the Group's strategic business units. The following summary describes the operation in each of the Group's reportable segments:

-- Development Projects - Residential projects: Include construction and selling of residential properties.

   --    Asset Management: Includes the operation of investment property for lease. 
   --    Hotel Operation: Includes the operation of Hotels. 
   --    Land bank: Includes the investment in and holding of property for future development. 
   --    Other: Includes the management services provided for the projects 

Information regarding the results of each reportable segment is included below. Performance is measured based on segment profit before income tax, as included in the internal management reports that are reviewed by the Group's management team. Segment profit is used to measure performance as management believes that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within these industries. Inter-segment pricing is determined on an arm's length basis.

 
                      Development         Asset management         Hotel Operation              Land bank                  Other                      Total 
                        projects 
                      Residential 
                        projects 
                  31/3/17    31/3/16    31/3/17     31/3/16      31/3/17       31/3/16      31/3/17     31/3/16     31/3/17    31/3/16        31/3/17            31/3/16 
                   US$'000   US$'000     US$'000     US$'000   US$'000        US$'000       US$'000       US$'000    US$'000    US$'000          US$'000         US$'000 
 
 External 
  revenues         22,132     8,005      19,930     16,451        4,546        2,362        785           503         105         44          47,498          27,365 
                 ---------  ---------  ---------  ----------  -------------  ---------  -----------  ------------  ---------  ---------  ---------------  -------------- 
 
 Inter-segment 
  revenue            -          -          -          254           -            -           -            19           -          -             -               273 
                 ---------  ---------  ---------  ----------  -------------  ---------  -----------  ------------  ---------  ---------  ---------------  -------------- 
 
 Segment 
  (loss)/profit 
  before tax       (1,060)    (1,550)     2,379     (21,044)        839          433      (12,204)      (13,780)     (1,944)    (1,463)      (11,990)         (37,404) 
                 ---------  ---------  ---------  ----------  -------------  ---------  -----------  ------------  ---------  ---------  ---------------  -------------- 
 
                   31/3/17   31/12/16    31/3/17    31/12/16        31/3/17   31/12/16      31/3/17      31/12/16    31/3/17   31/12/16          31/3/17       31/12/16 
                  US$'000    US$'000    US$'000     US$'000    US$'000        US$'000       US$'000       US$'000   US$'000    US$'000           US$'000        US$'000 
  Segment 
   assets          381,621    355,567    913,642    912,240       81,051       27,158      184,481      185,693        812        624        1,561,607       1,481,282 
                 ---------  ---------  ---------  ----------  -------------  ---------  -----------  ------------  ---------  ---------  ---------------  -------------- 
  Segment 
   liabilities     89,463     66,971     676,948    667,779       32,530          -           -            -          1,030       387         799,971         735,137 
                 ---------  ---------  ---------  ----------  -------------  ---------  -----------  ------------  ---------  ---------  ---------------  -------------- 
 

Reconciliation of reportable segment profit or loss:

 
                                                 1/1/17-    1/1/16- 
                                                  31/3/17    31/3/16 
                                                 US$ '000   US$ '000 
 
       Total profit before tax for reportable 
        segments                                 (11,990)   (37,404) 
       Unallocated amounts: 
       Other profit or loss                       (4,887)      1,652 
       Gain on 100% acquisition of previously 
        held interest in a                          7,532          - 
        joint venture 
       Share of profit of joint ventures, 
        net of tax                                  1,957      1,058 
       Loss before tax                            (7,388)   (34,694) 
 
   6.       REVENUE 
 
                                             1/1/17-    1/1/16- 
                                              31/3/17    31/3/16 
                                             US$ '000   US$ '000 
 
       Investment property rental income       20,975     17,662 
       Sales of trading properties (note 
        14)                                    21,865      7,297 
       Hotel operation income                   4,546      2,362 
       Construction consulting/management 
        fees                                      112         44 
                                               47,498     27,365 
 
   7.       ADMINISTRATIVE EXPENSES 
 
                                        1/1/17-    1/1/16- 
                                         31/3/17    31/3/16 
                                        US$ '000   US$ '000 
 
       Consultancy fees                       91        136 
       Legal fees                            576         89 
       Auditors' remuneration                 77         68 
       Valuation expenses                     36          - 
       Directors' remuneration               325        340 
       Depreciation                           35         30 
       Insurance                              37         46 
       Provision for Doubtful Debts        (986)          - 
       Share option expense                    -        282 
       Donations                               3        300 
       Other administrative expenses         352        373 
                                             546      1,664 
 
   8.      OPERATING EXPENSES 
 
                                               1/1/17-        1/1/16- 
                                               31/3/17        31/3/16 
                                              US$ '000       US$ '000 
 
       Maintenance, utility and security 
        expenses                                    4,318         2,910 
       Agency and brokerage fees                      234           134 
       Advertising expenses                           916           924 
       Salaries and wages                           3,438         2,392 
       Consultancy fees                               161           100 
       Depreciation                                   163           154 
       Insurance                                      148           234 
       Rent                                           452           322 
       Property and other taxes                     2,418           513 
       Other operating expenses                        14            10 
                                                   12,262         7,693 
 
   9.      FINANCE COST AND FINANCE INCOME 
 
                                                     1/1/17-         1/1/16- 
                                                      31/3/17         31/3/16 
                                                     US$ '000        US$ '000 
 
       Interest income                                      315              744 
       Net foreign exchange gain                         24,104           20,451 
       Net change in fair value of financial                 51                - 
        assets 
       Finance income                                    24,470           21,195 
 
       Interest expense on loans and borrowings        (11,742)         (10,462) 
       Net change in fair value of financial 
        assets                                                -            (114) 
       Other finance costs                                (121)             (93) 
       Finance costs                                   (11,863)         (10,669) 
 
       Net finance income                                12,607           10,526 
 
   10.    tAX BENEFIT 
 
                                            1/1/17-        1/1/16- 
                                             31/3/17        31/3/16 
                                            US$ '000       US$ '000 
 Current tax expense 
 Current year                                      481             57 
 
 Deferred tax benefit 
 Origination and reversal of temporary 
  differences                                  (8,900)        (2,890) 
 
  Total income tax benefit                     (8,419)        (2,833) 
 
   11.     INVESTMENT PROPERTY 

Reconciliation of carrying amount

 
                                    31/3/17     31/12/16 
                                   US$ '000     US$ '000 
 
 Balance 1 January                   915,350      933,700 
 Renovations/additional cost              97          370 
 Disposals                                          (500) 
 Fair value adjustment              (33,597)     (92,801) 
 Effect of movement in foreign 
  exchange rates                      33,500       74,581 
 Balance 31 March / 31 December      915,350      915,350 
 

The increase due to the effect of the foreign exchange fluctuation is a result of the Rouble strengthening compared to the US Dollar by 7.1% during the first quarter of 2017. The fair value adjustment in investments property was a result of this rouble strengthening. The Company assessed that the fair value of the properties has not materially changed since 31 December 2016 as there were no significant changes in the macro-economic conditions in Russia. The same applies for investment property under development. See note 12 below.

   12.     INVESTMENT PROPERTY UNDER DEVELOPMENT 
 
                                   31/3/17    31/12/16 
                                   US$ '000   US$ '000 
 
 Balance 1 January                  232,900    238,925 
 Construction costs                     796      4,554 
 Transfer to trading properties    (74,100)          - 
  under construction (note 15) 
 Fair value adjustment             (10,016)   (30,244) 
 Effect of movements in foreign 
  exchange rates                      9,220     19,665 
 Balance 31 March / 31 December     158,800    232,900 
 

On 31 March 2017 the Group transferred "Bolshaya Pochtovaya" project to trading properties under construction. The transfer was performed following the change in use evidenced by the commencement of development with a view to sell. The amount of US$74,100 thousand represents the fair value of the project at the date of the transfer. The fair value was based on the valuation provided by the independent appraisers on 31 December 2016 which according to management assessment was not significantly different from the fair value at the date of change in use.

The increase due to the effect of the foreign exchange fluctuation is a result of the rouble strengthening compared to the US Dollar by 7.1% during the first quarter of 2017, as described in note 11 above.

13. PROPERTY, PLANT AND EQUIPMENT

 
                                        31/3/17    31/12/16 
 
                                        US$ '000   US$ '000 
 
 Balance 1 January                        31,215     26,280 
 Effect of acquisition of subsidiary      45,580          - 
  (note 22) 
 Additions                                    11        262 
 Depreciation for the period/year          (197)      (696) 
 Disposals                                     -       (85) 
 Effect of movements in foreign 
  exchange rates                           2,463      5,454 
 Balance 31 March / 31 December           79,072     31,215 
 
   14.     TRADING PROPERTIES 
 
                                     31/3/17    31/12/16 
                                     US$ '000   US$ '000 
 
 Balance 1 January                      6,854      2,062 
 Transfer from trading properties 
  under construction (note 15)         61,994     53,480 
 Disposals                           (20,331)   (49,475) 
 Effect of movements in exchange 
  rates                                 1,493        787 
 Balance 31 March / 31 December        50,010      6,854 
 

Trading properties comprise of unsold apartments and parking places.

Trading properties comprise unsold apartments and parking spaces. The transfer from trading properties under construction represents the completion of the construction of a number of flats, offices and parking places of "Odinburg" project. During the period the sale of 251 flats, 3 offices and 5 parking places were recognised, upon transferring of the rights to the buyers according to the signed acts of transfer, in the income statement.

   15.     TRADING PROPERTIES UNDER CONSTRUCTION 
 
                                      31/3/17    31/12/16 
                                      US$ '000   US$ '000 
 
 Balance 1 January                     243,327    204,392 
 Transfer from investment property      74,100          - 
  under development 
 Transfer from inventory of real 
  estate                                     -     21,543 
 Transfer to trading properties 
  (note 14)                           (61,994)   (53,480) 
 Construction costs                     23,649     54,428 
 Effect of movements in exchange 
  rates                                 13,028     16,444 
 Balance 31 March / 31 December        292,110    243,327 
 

Trading properties under construction comprise "Odinburg", "Paveletskaya Phase II", "AFI Residence Botanic Garden" and "Bolshaya Pochtovaya" projects which involve primarily the construction of residential properties. For further details on the transfer of the "Bolshaya Pochtovaya" project refer to note 14.

   16.     TRADE AND OTHER RECEIVABLES 
 
                                           31/3/17    31/12/16 
                                          US$ '000    US$ '000 
 
       Advances to builders                  31,243      27,019 
       Amounts receivable from related 
        parties (note 26)                       245         267 
       Trade receivables, net                 7,373       3,427 
       Other receivables                      3,907       3,955 
       VAT recoverable                        4,425       4,067 
       Tax receivable                         3,988       3,692 
                                             51,181      42,427 
 

Trade receivables, net

Trade receivables are presented net of an accumulated provision for doubtful debts of US$5,872 thousand (2016: US$8,285 thousand).

   17.     CASH AND CASH EQUIVALENTS 
 
                                               31/3/17   31/12/16 
                                             US$ '000    US$ '000 
 
       Cash at banks                            23,232     10,356 
       Cash in hand                                215        263 
       Cash and cash equivalents in the 
        statement of cash flows                 23,447     10,619 
 
   18.    SHARE CAPITAL AND RESERVES 
 
                                            31/3/17    31/12/16 
        (i) Share capital                   US$ '000    US$ '000 
 
       Authorised 
       2,000,000,000 shares of US$0.001 
        each                                   2,000       2,000 
 
       Issued and fully paid 
       523,847,027 A shares of US$0.001 
        each                                     524         524 
        523,847,027 B shares of US$0.001 
         each                                    524         524 
                                               1,048       1,048 
 
   (ii)    Employee share option plan 

There were no changes as to the employee share option plan during the three-month period ended 31 March 2017, all options have already vested during the year 2016.

   (iii)   Translation reserve 

The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations to the Group presentation currency and the foreign exchange differences on loans designated as loans to an investee company which are accounted for as part of the investor's investment (IAS21.15) as their repayment is not planned or likely to occur in the foreseeable future. These foreign exchange differences are recognised directly to Translation Reserve.

   (iv)    Retained earnings 

Retained earnings are available for distribution at each reporting date. No dividends were proposed, declared or paid during the three-month period ended 31 March 2017.

   (v)     Capital reserve 

Represents the effect of the acquisition, in 2015, of the 10% non-controlling interests in Bioka Investments Ltd and its subsidiary Nordservice LLC previously held at 90% and the effect of the acquisition during the period of the 5% non-controlling interests in Beslaville Management Limited and its subsidiary Zheldoruslugi LLC previously held at 95%, refer to note 23 for further details.

   19.    LOANS AND BORROWINGS 
 
                                            31/3/17    31/12/16 
                                            US$ '000   US$ '000 
 Non-current liabilities 
 Secured bank loans                          469,017     627,074 
 
 Current liabilities 
 Secured bank loans                          193,115         459 
 Unsecured loans from other non-related 
  companies                                      312         289 
                                             193,427         748 
 

The following changes to the loans took place during the quarter ended 31 March 2017:

(i) On 28 February 2017 the Group received a loan from VTB Bank PJSC ("VTB") to finance the acquisition of the additional 50% stake in the "Plaza Spa Kislovodsk" project. The loan, in the amount of US$22.5 million, is provided in US dollars for 5 years (the term can be extended for an additional 5 years subject to agreement between the parties), it bears an annual interest rate of 3 months Libor + 4.5%, has quarterly principal payments (ranging from US$363 thousand in Q2 2017 to US$786 thousand in Q4 2021), and a balloon payment of US$11,254 thousand at maturity. The interest is to be paid quarterly.

(ii) Ozerkovskaya III loan facility a secured loan received by subsidiary Krown Investments LLC from VTB on 25 January 2013 was reclassified to current liabilities as based on loan agreement, its maturity fall due within the next twelve months, on 26 January 2018.

   20.     TRADE AND OTHER PAYABLES 
 
                                                  31/3/17      31/12/16 
                                                  US$ '000     US$ '000 
 
       Trade payables                                9,312       8,490 
       Payables to related parties (note 
        26)                                            311         427 
       Amount payable to builders                    9,975       5,962 
       Provision                                    19,951       7,833 
       VAT and other taxes payable                   6,224       5,681 
       Other payables                                8,267       2,564 
                                                    54,040      30,957 
 
 

Provision represents the estimated cost of construction of common use areas of the Odinburg project such as hospital, school and kindergarten which is an obligation of the Group to build and make available for use for the residents.

   21.                                                                 FINANCIAL INSTRUMENTS 

Carrying amounts and fair values

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels and the fair value hierarchy for financial instruments measured at fair value. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

 
                                               Carrying amount                                               Fair value 
               ------------------------------------------------------------------------------  -------------------------------------- 
                Non-current                           Current assets 
                   assets 
               ------------  ---------------------------------------------------------------- 
                   Loans         Trade         Other          Cash         Loans       Total     Level     Level     Level     Total 
                 Receivable       and       investments,       and       receivable                1         2         3 
                                 other       Including        cash 
                              receivables   derivatives    equivalents 
               ------------  ------------  -------------  ------------  -----------  --------  --------  --------  --------  -------- 
 31 March         US$'000       US$'000       US$'000        US$'000      US$'000     US$'000   US$'000   US$'000   US$'000   US$'000 
 2017 
 Financial 
 assets 
 measured 
 at fair 
 value 
 Investment 
  in listed 
  debt 
  securities         -             -           6,183            -            -         6,183     6,183       -         -       6,183 
 Financial 
 assets not 
 measured at 
 fair value 
 Loans 
  receivable        20             -             -              -           444          464 
 Trade and 
  other 
  receivables        -          11,525           -              -            -        11,525 
 Cash and 
  cash 
  equivalents        -             -             -           23,447          -        23,447 
               ------------  ------------  -------------  ------------  -----------  --------  --------  --------  --------  -------- 
                    20          11,525         6,183         23,447         444        41,619 
               ------------  ------------  -------------  ------------  -----------  --------  --------  --------  --------  -------- 
 31 December 
 2016 
 Financial 
 assets 
 measured 
 at fair 
 value 
 Investment 
  in listed 
  debt 
  securities         -             -           6,068            -            -         6,068     6,068       -         -       6,068 
 Financial 
 assets not 
 measured at 
 fair value 
 Loans 
  receivable      15,770           -             -              -            -         15,770 
 Trade and 
  other 
  receivables        -           7,649           -              -            -         7,649 
 Cash and 
  cash 
  equivalents        -             -             -           10,619          -        10,619 
               ------------  ------------  -------------  ------------  -----------  --------  --------  --------  --------  -------- 
                  15,770         7,649         6,068         10,619          -         40,106 
               ------------  ------------  -------------  ------------  -----------  --------  --------  --------  --------  -------- 
 
 
                                        Carrying amount                                      Fair value 
                   ---------------------------------------------------------  ---------------------------------------- 
                    Non-current               Current liabilities 
                     liabilities 
                   -------------  ------------------------------------------ 
                      Interest        Trade        Interest          Total      Level     Level     Level      Total 
                       bearing         and          bearing                        1         2         3 
                      loans and       other          loans 
                     borrowings      payables    and borrowings 
                   -------------  -----------  ----------------  -----------  --------  --------  --------  ---------- 
  31 March 2017       US$'000       US$'000         US$'000        US$'000     US$'000   US$'000   US$'000    US$'000 
  Financial 
  liabilities not 
  measured at 
  fair value 
  Interest 
   bearing loans 
   and borrowings    (469,017)         -           (193,427)       (662,444)                                 (655,695) 
  Trade and other 
   payables              -          (47,816)           -           (47,816) 
                   -------------  -----------  ----------------  -----------  --------  --------  --------  ---------- 
                     (469,017)      (47,816)       (193,427)       (710,260) 
                   -------------  -----------  ----------------  -----------  --------  --------  --------  ---------- 
  31 December 
  2016 
  Financial 
  liabilities not 
  measured at 
  fair value 
  Interest 
   bearing loans 
   and borrowings    (627,074)         -             (748)         (627,822)                                 (614,771) 
  Trade and other 
   payables              -          (25,276)           -            (25,276) 
                   -------------  -----------  ----------------  -----------  --------  --------  --------  ---------- 
                     (627,074)      (25,276)         (748)        (653,098) 
                   -------------  -----------  ----------------  -----------  --------  --------  --------  ---------- 
 
   22.     ACQUISITION OF SUBSIDIARIES 

On 28 February 2017, the Group acquired the additional 50% of the "Plaza Spa Kislovodsk" project by acquiring the shares and voting rights of Nouana Limited, Craespon Management Limited, Emvial Limited and Sanatoriy Plaza LLC. As a result, the Group's equity interest in the above mentioned entities increased from 50% to 100%, obtaining their control. Principal activity of Nouana Limited, Craespon Management Limited and Emvial Limited is that of holding of investments while Sanatoriy Plaza LLC is the owner of "Plaza Spa Kislovodsk" project. The Project is an operating spa resort hotel in the Caucasian mineral waters region, in the town of Kislovodsk. It has 275 guest rooms and a gross buildable area of 25,000 sq.m.

This acquisition enables the Group to consolidate 100% of the Project, manage it at its sole discretion and consolidate 100% of its revenues. Revenue attributed to the acquired 50% stake, based on the 2016 annual results, was US$9 million. The gross profit attributed to the acquired 50% stake in the Project, based on the 2016 annual results, was US$4.4 million.

   a.             Consideration transferred 

The Group paid an amount of US$5,632 thousand for the acquisition itself of the 50% equity stakes in the previously held joint ventures. In order to finance the acquisition the Group has received a loan of US$22,500 thousand, from VTB Bank PJSC. The remainder of the loan was used to repay the outstanding debt of Sanatoriy Plaza LLC to the joint venture partner in the project, in the amount of US$16,868 thousand, prior to the acquisition of the equity stakes.

 
                                        US$ '000 
 
 Cash                                      5,632 
 Cash and cash equivalents acquired 
  (note b)                               (4,846) 
 Net consideration                           786 
 
   b.             Identifiable assets acquired and liabilities assumed 

The following table summarises the recognised amounts of assets and liabilities assumed at the date of acquisition

 
                                            US$ '000 
 
 Property, plant and equipment                45,580 
 VAT recoverable                                  33 
 Inventory                                       392 
 Trade and other receivables                     307 
 Cash and cash equivalents                     4,846 
 Loans and borrowings                       (16,868) 
 Deferred tax liabilities                    (8,807) 
 Trade and other payables                    (1,675) 
 Total identifiable net assets acquired       23,808 
 
   c.             Goodwill 

Goodwill arising from the acquisition has been recognised as follows:

 
                                            US$ '000 
 
 Consideration transferred (note a)             5,632 
 Fair value of existing interest in 
  joint ventures                               20,903 
 Fair value of identifiable net assets 
  (note b)                                   (23,808) 
 Goodwill                                       2,727 
 Impairment                                   (2,727) 
                                                    - 
 

At acquisition the gain on the Group's previously held 50% interest in the joint venture was US$10,259 thousand, which comprised US$7,803 thousand fair value gain on net assets less the $1,815 thousand carrying amount of the equity accounted investee at the date of acquisition plus US$4,271 thousand of translation reserve reclassified to profit or loss. The gain is presented net of impairment of goodwill of US$2,727 which was the result of the 100% acquisition. The Board of Directors has decided to impair the resulting goodwill to zero considering the amount paid above the fair value of the net assets acquired, represents a premium paid to acquire control of the entity which was over and above its market value.

   23.     ACQUISITION OF NON-CONTROLLING INTERESTS (NCI) 

In March 2017, the Group acquired an additional 5% interest in Beslaville Management Limited and its Russian subsidiary Zheldoruslugi LLC, increasing its ownership from 95% to 100%. The carrying amount of Beslaville Management Limited's and its subsidiary's net assets in the Group's financial statements on the date of acquisition was negative (US$60,660) thousand.

The following table summarises the effect of changes in the Company's ownership interest in Beslaville Management Limited and Zheldoruslugi LLC.

 
                                                US$ '000 
 
 Carrying amount of NCI acquired (($60,660) 
  thousand * 5%)                                 (3,033) 
 Consideration paid to NCI in cash               (1,500) 
 A decrease in equity attributable to 
  owners of the Company                          (4,533) 
 

The decrease in equity attributable to owners of the Company comprised of:

   --    a decrease in equity of US$4,533 thousand which is presented as a negative capital reserve. 
   24.     CONTINGENCIES 

There weren't any contingent liabilities as at 31 March 2017.

   25.     FINANCIAL RISK MANAGEMENT 

The Group's financial risk management objectives and policies are consistent with that disclosed in the consolidated financial statements as at and for the year ended 31 December 2016.

Russian business and economic environment

The Group's operations are primarily located in the Russian Federation. Consequently, the Group is exposed to the economic and financial markets of the Russian Federation which display characteristics of an emerging market. The legal, tax and regulatory frameworks continue development, but are subject to varying interpretations and frequent changes which together with other legal and fiscal impediments contribute to the challenges faced by entities operating in the Russian Federation.

The Russian economy continues to stabilize, supported by oil price growth and rouble appreciation. A preliminary estimate released by the Federal Statistics Service (Rosstat) on 17 May showed that GDP increased 0.5% YoY in Q1. The growth is expected to resume in 2017, according to Oxford Economics forecast of 1.2% growth in 2017.

Standard & Poor's credit rating for Russia stands at BB+ with positive outlook, while Moody's and Fitch's credit ratings for Russia were set with stable outlook.

The Central Bank of Russia continued its path of interest rate cuts, decreasing the key rate from 10% in two steps to 9.25% by May 2017. The consumer prices inflation in March 2017 was at 4.3% (annualised) (with CBR target at 4%).

Retail turnover continued declining in Q1, although showing improvements since April 2017. Real wages indicate potential gains in consumer activity, however, consumer debt repayments will likely delay the recovery of retail activity.

The real estate investors see the market bottoming out and further rouble strengthening. As a result, there was improved investor sentiment in all commercial real estate sectors. There was an increased number of investment deals, although the total volume transacted decline in Q1 by 22% YoY to USD788m. Retail was the most active sector accounting for more than half of the total volume.

The interim financial statements reflect management's assessment of the impact of the Russian business environment on the operations and the financial position of the Group. The future business environment may differ from management's assessment.

   26.     RELATED PARTIES 
 
                                       31/3/17     31/12/16 
 (i) Outstanding balances with         US$ '000    US$ '000 
  related parties 
 Assets 
 Amounts receivable from joint 
  ventures                                     -      11 
 Amounts receivable from other 
  related companies                          245       256 
 Long term loans receivable from 
  joint ventures                               -    15,745 
 
 Liabilities 
 Amounts payable to joint ventures             -     102 
 Amounts payable to other related 
  companies                                  311      325 
 Deferred income from related 
  company                                    155       145 
 
 
 (ii) Transactions with key management 
  personnel 
 
                                          1/1/17-    1/1/16- 
                                           31/3/17    31/3/16 
                                          US$ '000   US$ '000 
 Key management personnel compensation 
  Short-term 
  employee benefits                            663        656 
 Share option scheme expense                     -        282 
 

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any Director (whether executive or otherwise) of that entity. The person is a member of the key management personnel of the entity or its Parent (includes the immediate, intermediate or Ultimate Parent). Key management is not limited to Directors; other members of the management team also may be key management.

 
 (iii) Other related party transactions    1/1/17-     1/1/16- 
                                            31/3/17    31/3/16 
                                           US$ '000   US$ '000 
 Revenue 
 Related companies - rental income              137         143 
 Related companies - other income                 1           - 
 Joint venture - consulting services             31          39 
 Joint venture - interest income                211         311 
 
   Expenses 
 Ultimate Holding Company - operating 
  expenses                                        -          38 
 Joint venture - operating expenses              10          12 
 
   27.    SUBSEQUENT EVENTS 

Subsequent to 31 March 2017 there were no events that took place which have a bearing on the understanding of these financial statements except of the following:

In May 2017, AFI Development Plc completed the series of transactions to become 100% owner of the Berezhkovskaya project, previously held at 74%, an operating office complex in Moscow, following an agreement with its partners in the project. According to the transactions, the partner received a title to office premises totalling 3,468.5 sqm in the project, while AFI Development Plc received the partner's 26% share in the project company, Bizar LLC. The new total area of the premises at the Berezhkovskaya project is 7,909.8 sqm.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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(END) Dow Jones Newswires

May 30, 2017 02:02 ET (06:02 GMT)

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