1. Introduction In 2006 the fast growth of the Baltic real estate market continued, although the signs of stabilisation in demand and prices occurred in the second half of the year. Speedy increase in labour and building material prices that caused the construction prices increase in general was specific in whole region. Though lengthening of sales period, derived from the clients desire to see the completed product before interest to buy, was mainly observed in Estonia and in more expensive market segment. In other words- alongside the increase in offering, the quality of development, location and other factors have become more important. The same factors had no importance in past years' exploding growth stage. According to Q Vara OÜ's (hereinafter ”Q Vara”) management, Q Vara and its subsidiaries (hereinafter ”Q Vara Group” or ”the Group”) have adapted the new market situation well. As a response to fast changes in market situation, the sales process of Kirsiaia and Silukalni projects were decided to postpone to final project stage. This step has helped to avoid the situation where low sales prices fixed by precontracts and increasing construction prices have had a decreasing influence to the profit margin. Q Vara Group has focused on long-term profit and no margin decreasing firesale is or will be performed in order to reach short-term goals and forecasts. Q Vara is mainly focused on large scale development projects which derives Q Vara to realize smaller properties with good profit. I.e. at the end of 2006 the terms of the sales of Pärnu Road property in Tallinn were concluded, by which the profit receivable is sourced as own financing into Taevasmaa residential project and to Terminal 11 industrial park. Another example is also the Kirsiaia residential land plot project, where earlier plans foresaw the development of rowhouses that would have locked far larger amount of capital for a longer period. The key points of Q Vara Group investment policy are clear focus on segmentation and the best risk-profit ratio. The principle of segmenting states that the project portfolio must include at least three projects from different segments in each market. I.e. in our Estonian portfolio we have Taevasmaa residential development (houses, medium segment), Terminal 11 industrial park (business segment), Kirsiaed (houses, highest segment), Maakri block (downtown, high segment) and in addition some smaller projects. Following the same logic, the plan is into invest into diversifying the portfolio also in other markets. For example in Latvia after finishing the Silukalni project (houses, medium segment) and Jurmala apartment house (365) project (high segment), there is a need to invest in a new residential project and a new commercial space project in addition to the existing large Jonathan (Maskavas) apartment building development. Before investing, a complete research about the current market situation is made, in other words- the investment risk-profit ratio compared to different alternatives is investigated. In the current market situation in Estonia, Q Vara is planning to keep the portfolio size on the present level and not to invest into further growth of the land portfolio. Since Lithuanian market has higher profitability level, most of the investments are focused there. In longer perspective the markets beyond the Baltic's are also targeted. 2. Management and personnel During 2006 the team in Q Vara Group grew by 40 people. The process of building up the team is at its final stage in Estonia. In Latvia it is still in progress (especially in construction company) but in Lithuania and Bulgaria the staffing is in a relatively early stage. Throughout 2006 there were significant changes and additions in each team. Since July 2006, the new Chairman of the Management Board is Meelis Šokman, who previously was a director of the corporate financing division in AS Hansapank. At the same time Marge Laanemaa joined Q Vara team as chief accountant. Marge Laanemaa was previously the chief accountant in AS Lõhmus, Haavel & Viisemann. In August Andre Poopuu was employed as a new sales department manager and was also named as a member of the Management Board. Also Tõnis Vare, the manager of Q Vara's development department, was named as a member of the Management Board. Andre Poopuu's previous experience includes working in AS Hansapank as the head of the youth banking department. Tõnis Vare has worked for Estonian larges construction company AS Merko Ehitus as a project manager. Ivo Lillepea and Tanel Peeters were recalled from the Management Board by the Supervisory Council and they continue managing the whole Group in Q Vara's parent company OÜ SLProductions. As of the end of 2006 the members of the Q Vara OÜ's Board are Meelis Šokman (Chairman of the Board), Andre Poopuu and Tõnis Vare. In 2006 Meelis Šokman, Sarmite Sazoncika (manager of Q Estate sales department) and Ervins Koncevics (manager of developing department) became the new members of the Board of SIA Q Estate (hereinafter ”Q Estate”). Sarmite Sazoncika has previously worked in AS Hansabanka as client executive. Ervin Koncevics has previously worked as project manager in real estate development company named SIA Re&Re. Peeter Põldaru and Alo Lillepea were recalled from the Management Board; Alo Lillepea continues managing the Group in Q Vara's parent company OÜ SLProductions as Chairman of the Board. By the year end the members of Q Estate's Board are Meelis Šokman (Chairman of the Board), Sarmite Sazoncika and Ervins Koncevics. At the end of 2006, Peeter Põldaru decided to leave Q Estate and to sell his 15% share in Q Estate to Q Vara OÜ, by which Q Vara becomes the sole shareholder of Q Estate. The share purchase agreement was signed between Q Vara and Peeter Põldaru in February 2007. In Lithuania Q Vara's subsidiary UAB Q Vara started operations after Lina Verbliugeviciute was named as executive director in August 2006. Lina Verbliugeviciute has previously worked in a real estate development company UAB Progresyvios Investicijos as a development manager and developed several apartment buildings in Vilnius. In the fourth quarter 2006 a project manager Ingrida Talzuniene and development manager Andre Nutautiene joined UAB Q Vara's team. Ingrida Talzuniene has been working as a project manager in a real estate development company UAB Progresyvios Investicijos and Andre Nutautiene was working as a development manager in AS Merko Ehitus's subsidiary in Lithuania - UAB Merko Statyba. Alo Lillepea and Ivo Lillepea who were named as UAB Q Vara's Board Members at the company establishment were recalled by the Supervisory council. Lina Verbliugeviciute, Jürgen Järvik and Meelis Šokman (Chairman of the Board) became the new members of the Management Board. Alo Lillepea was also withdrawn from the Management Board of Q Ehitus, and replaced by Meelis Šokman. By the year end the members of Q Ehitus Management Board were Urmas Altin and Meelis Šokman. The members of Management Board of the Latvian subsidiary of Q Ehitus, SIA Q Būve founded in 2006, are Urmas Altin and Alo Lillepea. In fourth quarter Q Vara's management decided to enter the Bulgarian market and to acquire a 60% share in Bulgarian company OOD Delta Retail. The transaction was not formally documented by the end of 2006, still the negotiations were held so as of 31.12.2006 the investment made was recorded as a loan granted. Already in January 2007 the team was completed and the development of the investment property was started. In addition to the personnel changes mentioned above, many more top specialists were recruited to Q Vara Group's team, who handle reporting, development, construction, marketing and sales. The average number of employees in Q Vara Group was 73 in 2006 (2005: 33). Total remunerations paid to the Q Vara Group employees in 2006 was 12 021, in euros 768 Th (2005: 6 825 Th EEK, 436 Th euros. Total remunerations in 2006 paid to the members of Management Board amounted to 1 638 Th EEK, 105 Th euros (2005: 499 Th EEK, 32 Th euros). No remunerations were paid to the members of Q Vara Group's Supervisory Council in 2006 (2005: 0). 3. Group structure Several changes took place also in Q Vara Group's structure in 2006. In February Q Vara's Lithuanian subsidiary UAB Q Vara was founded. The actual operations started in August and the first investment into property was made in November. Q Vara owns 100% of UAB Q Vara's shares. To assure the flexibility in construction and high construction quality, Q Ehitus founded a subsidiary in Latvia in autumn 2006. By today the subsidiary Q Būve has taken over the construction of the whole Silukalni project that is developed by Q Estate. In the final quarter the decision was made to merge OÜ Merona Group and OÜ Multi Metall Kinnisvara with Q Vara. The purpose was to simplify and increase the transparency of the Group structure. Kesk-Kaare properties in Viimsi parish (Kirsiaia plots), owned by OÜ Merona Group and properties in Rae parish (Terminal 11) owned by OÜ Multi Metall and all the liabilities were taken over by Q Vara. The merger was enacted in Commercial Register in the first quarter 2007. According to Q Vara's shareholders' decision from March 6, 2007, Q Vara is going to be transformed from private limited company (OÜ) into a public limited company (AS). The portions of shareholders' share remain the same. Also no changes with legal relationships with employees, with Management Board members and with Supervisory Council members shall take place. The transformation shall be finished during the second quarter of 2007. 4. Financial accounting During 2006, Q Vara's financial accounting quality has increased considerably. As the Group is growing rapidly, the restructuring of our accounting became essential in the fields of accounting personnel, accounting software and reporting quality. A new ERP software Microsoft Dynamics NAV was implemented in whole Q Vara Group. Since the terms and conditions of Q Vara's bonds (issued in January 2006) require disclosing Q Vara Group's consolidated and audited annual report by the end of first quarter, the interim audit was performed as of 30.09.2006 with the aim speed up the reporting process,. This early audit made it possible to finish the whole year audit by the end of February and to compose the final annual report by the end of the first quarter of 2007. 5. Bonds In January 2006 Q Vara issued bonds, that mature in 3 years at par value of 5 000 000 euros. The bonds were sold both to Estonian and foreign investors. In total 500 bonds were issued with nominal value of 10 000 euros per bond. The bonds' yield per annum is 11%. The bonds are listed on OMX Tallinn Stock Exchange since September 19, 2006. Therefore Q Vara is obligated to disclose all significant corporate information trough stock exchange's information system (http://www.baltic.omxgroup.com/). Q Vara is also supervised by Estonian Financial Board and OMX Tallinn Stock Exchange. Substantial change took place also in the bonds' collateral structure. The initial collateral (mortgages of properties and pledges of subsidiary's shares) was replaces with Q Vara's parent company's OÜ SLProductions' guarantee. The reasons for the change were the following: a need to start the development of Taevasmaa residential project and to secure the loans taken for construction, the aim to simplify the Group structure by merging two subsidiaries (OÜ Merona Group and OÜ Multi Metall Kinnisvara, merged by today) with Q Vara; and the sales of property located at Pärnu Road, Tallinn. This transaction does not harm the interests of investors, but plays a significant role in Group development and strengthening. 6. Dividend policy The fast growth of the Group has a significant influence on dividend policy. Because of the growth large amount of profit is reinvested to the company. The annual dividend amount depends on the current financial results and no more than 10% of consolidated net profit is paid out as dividends. 7. Risk management 7.1. Liquidity risk If in past years Q Vara's development projects were mostly finished at the year end but now the realisation of projects is spreaded over the year. This has decreased Q Vara's liquidity risk in the first half of the year. This results from several large projects being in development at the same time. In managing liquidity risk debt financing plays a significant role. Q Vara Group has good relations with financers and employs an experienced financing team that both help to decrease liquidity risk. This keeps several financing alternatives open for the Group and makes it possible to secure the liquidity trough debt financing. As of the end of 2006, the current ratio of Q Vara Group's short-term liabilities was 1,12. Compared to the same period in 2005 the figure has decreased (2005: 1,53) because at the end of 2005 the volume of unfinished projects was significantly lower than in 2006. 7.2. Currency risk Most of Q Vara Group's business is focused to the Baltic countries, which currencies are pegged to the Euro. So no substantial currency risk exists in the short term. In longer perspective the currency risk lies in the chance that the currencies might be devaluated. Currently Q Vara's management considers this kind of situation rather unlikely to happen. 7.3. Interest risk Most of Q Vara's loan interests are floating and based on EURIBOR, so interest expense is dependent on the changes in European financial markets. During 2006 EURIBOR demonstrated slight increased and therefore also Q Vara Group's financial expenses went up. To manage interest risk, Q Vara Group's management compares the additional expenses from interest rate fluctuation with potential expense of interest rate risk hedging instruments. Until now no such instruments have been used because their cost exceeds the additional expense from interest rate fluctuation. Also since the majority of construction loans are short-term (less than a year), then no significant interest rate's increase has so far realized. 7.4. Financing risk When it comes to Q Vara, the financing risk means, that there is a slight probability that the Group is not able to finance the purchase of new properties and the development of existing projects because there is not enough free capital and also external financing resources an unavailable. Since Q Vara's investments are rather large, the financing risk has a relevant influence on the Group's sustainable development. To minimize the financing risk, Q Vara has worked out several financing alternatives for each financing case and works constantly on strengthening investor-relations. Q Vara Group has also kept the investor relations as transparent as possible that make the Group more attractive and less risky for investors. 8. Financial results Q Vara's consolidated operating income in 2006 was 227 643 Th EEK (2005: 256 848). Sales revenue from real estate for the same period was 63 231 Th EEK (2005: 126 614). The consolidated net profit was 99 358 Th EEK (2005: 137 045). Compared to turnover budgeted in the beginning of 2006, the actual results ended up lower. Still the development of Q Vara Group meets the expectations. Since the finishing and sales of projects planned into 2006 (see ”Projects overview”) was delayed, the major part of 2006 turnover is postponed into the first half of 2007. The slower sales pace has helped the Group to avoid the profitability decrease that is usually the result of a sudden increase in construction prices and prefixed sales prices. To analyse the Q Vara Group's profitability, it is essential to understand also the Group's cost accounting principles that are stated in ”Principles of financial accounting”. At the year end Q Vara Group is still strongly capitalized: equity forms 39,9% of total assets. In the end of 2006 the total asset amount was 765 237Th EEK and total equity amount was 304 968 Th EEK. 9. Overview of the projects 9.1. Soosepa residential area - Location: Viimsi parish, Estonia - Segment: Residential, medium - Development: Gallery- and double-houses - Period: 2003-2006 - Net space: 10 211 m2 Introduction: Soosepa residential area is the first large-scale residential development project, started by Q Vara in summer 2004. The project's main strength is the complete living environment - houses, greenery, playgrounds, kindergarten and public transportation. Soosepa project gained publicity and attention also in “Naabrist Parem”, a reality show by channel TV3, which was the first TV-show of a kind. The distinctive architectural features of Soosepa gallery houses and their blending with environment were recognized also in national TV culture program OP!. In 2006 the last 10 gallery houses were finished and handed over to clients. The planned kindergarten for 90 children is Soosepa was in the phase of detail planning and the negotiations with Viimsi parish were started. Completion of kindergarten is planned in summer 2008. In order to improve more the complete environment of the village, Q Vara is also planning to make improvements to children's playground and to the entire greenery. Since the beginning of the project altogether 22 gallery houses were completed - 15 houses with six apartments, 7 houses with four apartments - and 9 double houses. In total the turnover of the 136 dwellings exceeded 150 million EEK (9,5 million euros). 9.2. Tammerpargi apartment houses - Location: Rae parish, Estonia - Segment: Residential, medium - Development: Apartment houses - Period: 2005-2006 - Sellable space: 3 042 m2 Introduction: In 2005 and 2006 Q Vara developed three apartment houses in Jüri village with 48 apartments. The existing infrastructure (shops, kindergarten and public transit) is adding a substantial value to the living environment. Tammepargi apartment house project was the first project which was built by Q Ehitus. Altogether, the project was very successful and was sold-out in relatively short period. Last apartments were realized in the first quarter of 2006. In spring the greening was finished, (it was impossible to do it in winter due to the weather conditions) and the works were finished by the end of 2006. 9.3. Kirsiaed triple houses - Location: Viimsi parish, Estonia - Segment: Residential, high - Development: Rowhouses - Period: 2006-2007 - Sellable space: 3 305 m2 Introduction: Kirsiaed (“Cherry tree”) is a residential development project, in which a family friendly and enjoyable living environment is created through combination of architecture, landscape and greenery. Position towards the sun and privacy of the residents were considered as the main starting points inform the very beginning. The main features of the units are brightness, practical and considered interior planning and a magnificent view on the silhouette of Tallinn. One may choose a unit with high quality finishing's in place or a unit where one can make the designs by oneself. By the end of February 2007 15 boxes with final inner decoration are finished, the rest 15 are still being inner decorated. In springtime the greenery concept is started to be put into practise. By the end of February 2007 15 units with final interior decoration were finished and the other 15 units remain with “grey” finishing and wait for the client's choice. In spring the greenery concept is realized to finish the project. Development: Q Ehitus started the construction of Kirsiaia houses in the first quarter of 2006 with foundation and earth-works and after gaining a construction permit on the houses continued with the general construction. The sample-unit was finished in November and is since then open for visitors. By the end of 2006 all houses were under the roof and interior works were engaged. Sales: The sales of Kirsiaed project started in the third quarter of 2006, but more active sales activity started after the sample unit was finished. The reason for the late launch of sales is the fact that most buyers of higher segment products would like to see the finished unit before making the decision. The sale so far has been successful: of the thirty units, in the price range of 3,3-3,8 million EEK, 1 unit was sold and 6 units were booked by the end of 2006. Until the end of March 2007, 4 additional units were sold, the notary transactions were agreed with 3 additional clients and in there re 3 clients who are seriously interested in making a transaction. A complete realization of the project is planned into the first half of 2007. 9.4. Kirsiaed plots - Location: Viimsi parish, Estonia - Segment: Residential, high - Development: Residential land plots - Period: 2006-2007 - Sellable space: 23 219 m2 Introduction: Kirsiaia residential land plot project is one of the few plot developments in Viimsi that has all utility, connections, asphalt road and street-lighting. Partial greenery has been planted to the plots already today - fir-trees, thornbush hedges, rowantrees and low cherry trees. The plots are situated on a hilly terrain, from with a nice view on the Tallinn-panorama. Development: Until the second quarter of 2006 Q Vara had planned to build row houses on Kesk-Kaare street plots. But due to increase in construction prices and due to a fact that Q Vara already had a higher segment product (Kirsiaed triple houses) the decision was made in the third quarter of 2006 to sell the plots as land plots only. Financially the change results in a similar gross profit figure, but leaves development resources free for other larger projects. Relatively warm fourth quarter allowed Q Vara to complete greenery, to build paved entrance paths and to cover Kesk-Kaare street with asphalt, after which the plots were completely ready for sale. Sales: The presales was started in September 2006, but more intensive marketing was activated some months later, after paving the roads with asphalt, finishing the construction of utility lines and finishing the greenery. As of the year end 1 plot was sold, but by the beginning of March 2007 there were 2 more clients, whose the purchase agreement was under preparation. Most of the plots are planned to be realized in the first half of 2007. 9.5. Taevasmaa - Location: Harku parish, Estonia - Segment: Residential, medium - Development: Gallery- and rowhouses - Period: 2007-2009 - Sellable space: 32 137 m2 Introduction: The name Taevasmaa (Skyland) name comes from two architecturally very different parts of the project (rowhouses - sky (Taevas in Estonian) and gallery houses - land (maa in Estonian), which as joined together compile an interesting and aesthetically pleasing living environment. The residential area is situated nearby Tabasalu and has already today the value in the surrounding nature and privacy. Q Vara is developing there apartment houses and row houses with low acquisition costs and low monthly expenses. In creating the living areas, the attention is paid on HEALTH and on INTEGRATION, which means houses with few apartments, surrounding sporting facilities, playgrounds, greeneries', play parks and kindergarten. Ergonomics and practicality are considered also as very important details throughout the development (entrance-room closets, kitchen furniture etc). Development: The land detail plan was approved by Harku parish's local government in May 2006. After that the development department of Q Vara started to develop a unique and complete living environment. Firstly a thorough initial assignment was documented that became the basis of further actions and decisions. According to the initial assignment Taevasmaa project will be divided into 3-4 stages, first stage's construction will begin in 2007. The competition to find the best architectural solution for the first stage houses was launched in the third quarter of 2006. Four architectural companies took part and from all the works, Q Vara selected Põldme Arhitektuur OÜ designs for gallery houses and Meelis Press' designs for rowhouses. With these two concepts the designing of the first stage took off. In the second half of the year the negotiations with AS Eesti Energia and AS WaterSer were started to connect the residential area into power and water networks. By the beginning of March 2007 the contracts were signed. The construction permit for utility lines was issued in March. The building of utility lines is financed by AS DnB Nord Pank. Sales: Presales of the project is started in the first half of 2007. The marketing agencies Brilliant and Loovvool were already selected in the second half of 2006 to support with the marketing concept. Based on works of the marketing agencies, the visual solution of the project is created. 9.6. Terminal 11 - Location: Rae parish, Estonia - Segment: Commercial, medium - Development: Warehouses - Period: 2007-2009 - Sellable space: 42 000 m2 Introduction: Project's name - Terminal 11 - comes from its positioning beside the Tallinn traffic circle (11th highway). The warehouses are aimed for small and medium-sized companies, to whom the optimal storage size, common location of storage and office space, very comfortable working conditions to the employees and efficient storage managing are crucial. The project's focus is also on minimizing clients' monthly loan repayments and administration costs. Development: In 2006 the active development of the project was initiated after Jaak Puistama started as the project's manager in the third quarter. The first tasks included the development of a thorough initial assignment and the negotiations with the utility companies. The initial assignment document included a thorough concept description and technical details that were the basis for the designing and planning that started in the fourth quarter. First architectural sketches were completed by the end of 2006. Similarly the terms of utility line agreements were agreed with the utility companies (AS Eesti Energia and AS WaterSer). Building licence to start the construction of the utility lines was issued in the beginning of 2007 and simultaneously the preliminary plans of the houses were completed. At the end of February 2007 the construction of utility lines was started and in the second quarter the general building of the warehouses will begin. Q Vara plans to hand over the first warehouses to customers in the end of 2007. Altogether 70-80% of the construction will be financed with bank loans. At the moment the financing agreement that covers the construction of the utility lines is signed with AS Sampo Pank. Negotiations about the terms of financing general construction are in progress. Sales: At the end of 2006 the sales concept was developed and final marketing directions were set. Also the marketing partners were selected: Velvet and Loovvool. Presale of the project starts at the end of the first quarter of 2007. First interested buyers appeared already before official start of the project. 9.7. Pärnu mnt 113 / Rapla 1 - Location: Tallinn, Estonia - Segment: Residential/commercial - Development: - - Period: - - Capacity: - Introduction: The project includes a property at Pärnu mnt, near downtown of Tallinn. According to Tallinn City's general plan an apartment-house / office building may developed on the property. In third quarter of 2006 Q Vara's Board decided to sell the 650 m2 property, because the realization enables to earn profit more than 400%. Also one of the reasons for the sale is that instead of splitting the resources between many small projects they can be drawn together into larger projects (Taevasmaa and Terminal 11). Negotiations with potential buyers started in September. In December the agreement with a buyer was achieved and notarial sales agreement was signed in the first days of 2007. 9.8. Maakri - Location: Tallinn, Estonia - Segment: Residential / commercial, high - Development: high-rise buildings - Period: - - Capacity: - Introduction: Through an associate (Stansfield OÜ) Q Vara has two properties in the centre of Tallinn. According to Tallinn City's general plans the area is going to be a district with high-rise buildings that accommodate residential as well as commercial space. Development: An architectural competition which was organized by Tallinn City and The Union of Estonian Architects, in which Estonian top architects presented their vision of the architectural concept for the area. The excellent location of OÜ Stansfield's properties enables the company to develop various large volume high-rise buildings. Because the 11 000 m2 sized block has various owners, the area can be developed only in cooperation with other owners. In the second quarter of 2006 Q Vara started the negotiations with other property holders. As a result Q Vara, Mark Invest OÜ (subsidiary of SRV Kinnisvara AS) and Maakri KVF signed an agreement to establish a joint venture called AS Maakri City. The shareholders' agreement negotiations and preparations for development continued right after that. 9.9. Silukalni - Location: Pinki village, Latvia - Segment: Residential, medium - Development: Double and rowhouses - Period: 2005-2007 - Sellable space: 8 525 m2 Introduction: Silukalni residential area is located next to a pine forest which together with its suburban location makes a perfect home for a family. Double- and rowhouses includes 72 units. Development: Preparations for the project's development (projection, applying for license of constructions) were started already in second quarter of 2005 by Q Estate and were finished by the end of the first quarter in 2006. In the second quarter of 2006 building permissions were obtained from the local government and construction works were started. In the middle of the second quarter the main contractor became insolvent. Q Estate and the same main contractor reorganized the construction company and the project was restarted. As the object was behind the initial schedule, all the efforts were focused on the buildings that were already sold. However in the third quarter the decision was made that the faltering contractor with lacking resources will be replaced with Q Ehitus' subsidiary in Latvia - SIA Q Būve. SIA Q Būve was assigned to finish project's second and third phase that was unsold. SIA The initially selected construction company's inability to meet the deadlines and assure construction quality lead to the decision to end the co-operation and deliver all the construction (included finishing the first part construction) to Q Būve in the beginning of 2007. Handing over of the first units to the clients begins in the first quarter of 2007. Sales: Half of the apartments (the whole first stage) were already sold in the beginning of 2006. The sales of second and third stage was intentionally started in December 2006 because the sales prices were increasing, resulting in twice the price compared to the prices in first stage and the construction prices were not yet finally in place. The interest against the apartments is significant - already 27 buyers have registered themselves on the waiting list as of the end of 2006. No sales contracts were signed by the year end. By March 2007 four contracts were signed. More intense marketing activity begins in March 2007 and the majority of turnover will probably fall into the first half of 2007. 9.10. 365 - Location: Jurmala, Latvia - Segment: Residential, high - Development: Apartment building - Period: 2006-2008 - Sellable space: 2 730 m2 Introduction: 365 apartment building is situated in a prestigious Jurmala beach town. It is a stylish apartment building designed by Latvian top architectural company SIA Sīlis, Zābers & Klava. The building includes thirty exclusive apartments, which net space ranges from 60 to160 m2. Development: In third quarter of 2006 SIA BMGS was chosen to perform the foundation and earth works. BMGS is Latvian largest company in this field. The works were started in November and by March 2007 the works were finished. Ars Domina was chosen as the main contractor of general construction (incl. interior works). The completion date is planned to fall into the first quarter of 2008. The construction is financed by AS DnB Nord Banka. Sales: At the same time with preparations for construction also the sales preparations were dealt with. The sales price in the project is 3 000 - 3 800 euros per square metre. Although no active sale has been launched, there was already one sales contract signed by the end of 2006. Also several preliminary booking agreements were agreed. The active marketing of the project will be launched in spring 2007. 9.11. Jonathan - Location: Riga, Latvia - Segment: Residential, medium - Development: Apartment building - Period: 2007-2010 - Sellable space: 30 575 m2 Introduction: Jonathan is an apartment building that is situated in Riga, ashore of Daugava river, 15 minutes drive from Riga city centre. The project's main attraction is a pond in the courtyard which means that the building is partly in the water and the pond has a direct connecting canal with the river. Nothing is impossible... Development: Throughout the year the land detail plans and the design of the building were being prepared. At the beginning of the fourth quarter the process of land detail planning was finished and the City of Riga issued its approval. The land detail plan allows for a subsidiary of Q Estate, the SIA Quality Nami to build an apartment building with more than 30 000 square metres on the shore of Daugava river. 10. New Investments 10.1. Trophy - Location: Vilnius, Lithuania - Segment: Residential, high - Development: Apartment building - Period: 2007-2008 - Sellable space: 2 340 m2 Introduction: The project is developed on UAB Q Vara's property that was acquired in the end of 2006 - 1 800 m2 property, addressed in Vilnius, Elniu 20. The price of the property was 3,64 million LVL and 75% was financed by bank loan. The financer was AB SEB Vilniaus Banka. The plan is to develop a 2-3 floor apartment building, with total volume of 2 300 m2. The property is located in a prestigious green area in Vilnius called Zverynas, right next to the downtown of Vilnius. The apartments with high quality finishing targeted at upper-middle-class customers are priced from 2 300 to 2 900 euros per square meter and the size of the apartments ranges from 55 to 120 m2. Development: Right after the purchase of the property, the land detail planning was started. The detail planning is expected to end in the second quarter of 2007 and the construction permit will expectedly be issued by the fourth quarter of 2007. Sales: The sales and active marketing activities of the project are scheduled to start in October 2007. 10.2. Sofia - Location: Sofia, Bulgaria - Segment: Residential / Business, medium / high - Development: - - Period: - - Sellable space - Introduction: In 2006 Q Vara entered Bulgarian real estate market and acquired 60% of a company named OOD Delta Retail. The minority shareholder of the company is a local real estate company OOD Delta Imoti Capital. The acquired company owns an 11 000 m2 property in the centre of Sofia. Since the acquisition was not formally documented by the end of 2006, with the negotiations over the shareholders agreement still pending, the investment was recorded as a loan granted in the end of 2006. The purpose of the property allows to develop there high rise buildings with apartments and office spaces in it. In total Q Vara invested 2,98 million euros into the project acquisition. Development: In the fourth quarter of 2006 general planning of the area was continued by Sofia City. At the same time Q Vara started sketching the development and compiling the team. 11. Q Vara's consolidated profit and loss statement 2006 ------------------------------------------------------------- 01.01.2006- 01.01.2005- 31.12.2006 31.12.2005 Audited Audited thousand EEK thousand EEK ------------------------------------------------------------- Operating revenues Sales revenues 63 231 126 614 Change in RE investments' value 161 545 130 038 Other operating revenues 2 867 Total operating revenues 227 643 256 848 Operating expenses Cost of construction 63 789 -106 227 Direct development costs -8 950 -5 478 Development overhead costs -23 326 -7 849 Marketing costs -9 459 -3 818 Maintenance expenses -1 940 0 Other operating expenses -6 929 -295 Total operating expenses 114 393 -123 667 Operating profit 113 250 133 181 Financial income and expenses -3 046 20 244 Pre-tax profit 110 204 153 425 Deferred income tax -10 787 -16 355 Real estate tax -59 -25 Net profit (loss) 99 358 137 045 Mother company's shareholders' share 79 831 107 884 Minority share 19 527 29 161 ------------------------------------------------------------- ------------------------------------------------------------- 01.01.2006- 01.01.2005- 31.12.2006 31.12.2005 Audited Audited thousand EUR thousand EUR ------------------------------------------------------------- Operating revenues Sales revenues 4 041 8 092 Change in RE investments' value 10 325 8 311 Other operating revenues 183 13 Total operating revenues 14 549 16 416 Operating expenses Cost of construction -4 077 -6 789 Direct development costs -572 -350 Development overhead costs -1 491 -502 Marketing costs -605 -244 Maintenance expenses -124 0 Other operating expenses -443 -19 Total operating expenses -7 311 -7 904 Operating profit 7 238 8 512 Operating profit -195 1 294 Pre-tax profit 7 043 9 806 Deferred income tax -689 -1 045 Real estate tax -4 -2 Net profit (loss) 6 350 8 759 Mother company's shareholders' share 5 102 6 895 Minority share 1 248 1 864 ------------------------------------------------------------- 12. Q Vara's consolidated balance sheet 2006 ------------------------------------------------------------- 31.12.2006 31.12.2005 Audited Audited thousand EEK thousand EEK ------------------------------------------------------------- Current assets Cash and cash equivalents 1 116 2 883 Accounts receivable 4 174 3 853 Short-term loans 74 334 40 659 Other short-term receivables 48 645 893 Interest receivables 6 677 16 Prepayments 25 908 7 395 Real estate for sale 216 043 79 173 Total current assets 376 897 134 872 Non-current assets Long-term loans 5 760 117 Other long-term receivables 0 91 Associated companies 32 618 24 488 Real estate investments 338 250 206 058 Tangible and intangible assets 8 826 3 777 Goodwill 2 886 2 886 Total non-current assets 388 340 237 417 Total assets 765 237 372 289 ------------------------------------------------------------- Liabilities and equity Current liabilities Short-term loans 290 169 64 551 Capital lease liabilities 1 149 430 Customer prepayments 5 577 6 292 Accounts payable 22 163 9 880 Personnel related liabilities 2 650 1 983 Interest liabilities 14 164 2 317 Tax liabilities 0 2 548 Total current liabilities 335 872 88 001 Non-current liabilities Long-term loans 14 936 60 888 Other long-term payables 90 0 Issued bonds 76 863 0 Capital lease liabilities 5 468 1 427 Deferred income tax 27 040 16 205 Total non-current liabilities 124 397 78 520 Total liabilities 460 269 166 521 Equity Mother company's shareholders' equity Share capital 73 511 73 511 Reserves 7 361 10 Unrealized exchange rate differences 177 335 Retained earnings 175 231 102 751 Mother company's shareholders' equity 256 280 176 607 Minority share 48 688 29 161 Total equity 304 968 205 768 Total liabilities and equity 765 237 372 289 ------------------------------------------------------------- ------------------------------------------------------------- 31.12.2006 31.12.2005 Audited Audited thousand EUR thousand EUR ------------------------------------------------------------- Assets Current assets Cash and cash equivalents 71 184 Accounts receivable 267 246 Short-term loans 4 751 2 599 Other current receivables 3 109 57 Interest receivables 427 1 Prepayments 1 657 473 Real estate for sale 13 808 5 060 Total current assets 24 090 8 620 Non-current assets Long-term loans 368 7 Other non-current receivables 0 6 Associated companies 2 085 1 565 Real estate investments 21 618 13 170 Tangible and intangible assets 564 240 Godwill 184 184 Total non-current assets 24 819 15 173 Total assets 48 909 23 793 Liabilities and equity Current liabilities Short-term loans 18 545 4 126 Capital lease liabilities 74 27 Customer prepayments 357 402 Accounts payable 1 416 631 Personnel related liabilities 169 127 Interest liabilities 905 148 Tax liabilities 0 163 Total current liabilities 21 467 5 624 Non-current liabilities Long-term loans 955 3 891 Other long-term liabilities 6 0 Issued bonds 4 912 0 Capital lease liabilities 349 90 Deferred income tax liabilities 1 728 1 036 Total non-current liabilities 7 950 5 017 Total liabilities 29 417 10 642 Equity Mother company's shareholders' equity Share capital 4 698 4 698 Reserves 470 1 Unrealized exchage rate differences 13 21 Retained earnings 11 197 6 567 Mother company's shareholders' equity 16 378 11 287 Minority share 3 114 1 864 Total equity 19 492 13 151 Total liabilities and equity 49 909 23 793 ------------------------------------------------------------- Additional information: Meelis Šokman Chairman of the management board Q Vara OÜ Phone: 668 1600
Q Vara OÜ's consolidated annual report 2006
| Source: Q Vara