RAK Real Estate Limited(the "Company") Consolidated Financial Statements and Auditor's Report As of 31 December 2010 Chairman's Statement
We are pleased to announce the results for the twelve months period ending 31 December 2010.
The loss for the period was 2,299,694 Kuwaiti Dinars, attributable to the ongoing development of the Company and the replacement of the Salmiya project with projects in other areas of the Middle East including Jordan. Progress of the mid construction, prime Al Sharq district 36 level A-Grade commercial tower and retail project, is on hold whilst the Group (as defined herein) continues to negotiate its banking facilities with the lenders. Shareholders will be updated on this in due course. In order to more diversify the Company's asset base, RAK is securing two residential projects in Amman, Jordan and a further plot of land for the development of an international hotel also in Jordan. More details will be announced as they develop.
OUTLOOK
2010 was a challenging year for the region on a whole. Real GDP growth in 2010 for Kuwait was estimated by the IMF at 2.2% after falling by 4.5% in 2009. The IMF predicts real GDP growth in Kuwait for 2011 to increase to 4.4%.
Kuwait remains the world's fourth-biggest OPEC producer, possesses roughly 8% of the world's total oil reserves, and produces around 2.3 million barrels of oil a day.
Kuwait's sovereign rating was upgraded by credit agency Moody's Investors Service in August to 'Aa2' with a stable outlook.
This coupled with the Government's approved non oil-sector stimulus plan, the Kuwait Development Plan 2013/14, leads us to be encouraged about our medium to long term prospects in Kuwait City.
Jordan's real GDP growth rate in 2010 is estimated to be 3.2%, substantially higher than 2009's 2.8% growth. Although GDP per capita is much lower than those economies of the GCC states, we believe the Country affords large growth prospects of an increasing middle class. Jordan is classified by the World Bank as a "lower middle income country." The per capita GDP is $4,700. Education and literacy rates and measures of social well-being are relatively high compared to other countries with similar incomes.
RAK believes Jordan offers an investment climate with significantly less political risk than some of its neighbouring countries and will continue to seek and develop opportunities in the region.
ACKNOWLEDGEMENT
As ever, we would like to take this opportunity to thank our shareholders, senior management, operational staff, and advisors and for their continued support for the Company. We are dedicated to delivering excellent returns and we remain confident about the Company's long term prospects. Rafed Al Khorafi Chairman Independent Auditor's Report
To Shareholders,RAK Real Estate Limited
We audited the accompanying financial statements of RAK Real Estate Limited which comprise the financial position as at December 31, 2010, and the related statements of Comprehensive Income, Changes in Shareholders' Equity and Cash Flows for the year then ended as well as and asummary of significant accounting policies and other explanatory notes.
Management's Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with the International Financial Reporting Standards. This responsibility includes designing, implementing and maintaining internal control relevant to the preparation and fair presentation of the financial statements and that they are free from material misstatements, whether due to fraud or error, selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances.
Auditor's Responsibility
Our responsibility is to express an opinion on these financial statements based upon our audit. We conducted our audit in accordance with the International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatements.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgments, including the assessments of the risks of material misstatements of the financial statements. Whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements present fairly, in all material respects, the financial position of RAK Real Estate Limited as of December 31, 2010 and its financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards.
Report on other Legal and Regulatory requirements
Furthermore in our opinion, proper books of account have been kept by the Company and the financial statements are in agreement with these books of account. We have obtained the information and explanations that we require for the purpose of our audit. These financial statements incorporate all information that is required by law and to include inventory checking, stock taking which was carried out in accordance with recognized practice. According to the information available to us, there were no violations of law during the year ended 31 December 2010 that might have a material effect on the business of the Company or its financial position.
Mohamed Shaheen and Mahmoud Goma Chartered Accountants Kuwait 30 November 2011
Consolidated Financial Position as of 31st December 2010 Note 2010 2009 KD KD ASSETS Non - Current Assets: Property and Equipment (Net) 3 25,111 30,684 Investment Properties 4 14,581,476 30,091,029 Total non-current assets 14,606,587 30,121,713 Current Assets: Trade and other Receivables 5 5,571,240 5,645,663 Cash and cash equivalents 6 69 2,225 Total current assets 5,571,309 5,647,888 Total Assets 20,177,896 35,769,601
Capital and Reserves Attributable To Equity Holders of the Company
Called up share capital 7 54,229,530 54,229,530 Share premium account 149,114,065 149,114,065 Revaluation reserve 61,209 61,209 Reverse acquisition reserve (193,160,302) (193,160,302) Foreign currency translation 954 954 Retained Loss (2,893,400) (593,706) Total Equity 7,352,056 9,651,750 Non Current Liabilities: Borrowings 8 2,810,176 17,430,814 Total Non Current Liabilities 2,810,176 17,430,814 Current Liabilities: Trade and other payables 9 1,145,682 848,655 Borrowings 8 8,869,982 7,838,382 Total Current Liabilities 10,015,664 8,687,037
Total Shareholder's Equities and Liabilities 20,177,896 35,769,601
The accompanying notes are an integral part of the financial statements
Consolidated Statement of Comprehensive Income For the year ended 31 December 2010 2010 2009 KD KD Revenue Administration expenses -207,636 -291,013 Other income - 300,000 Fair value losses on investment 17,148 -71,085 property Impairment of goodwill - -161,897 Investment Properties - -2,109,206 - right off Loss for the year -2,299,694 -223,995 Exchange differences - 954
Total comprehensive income for the -2,299,694 -223,041 year
The accompanying notes are an integral part of the financial statements Consolidated Statement Of Changes In Owners Equity For the year ended 31 December 2010 Share Share Revaluation Reverse Translation Retained Totals capital premium reserve acquisition reserve earnings reserve KD KD KD KD KD KD KD Balance at 10,022,500 - 61,209 - - -369,711 9,713,998 31-12-2008 Loss for - - - - - -223,995 -223,995 the year Currency - - - - 954 - 954 Translation Reserves 44,207,030 149,114,065 - -193,160,302 - - 160,793 acquisition Balance at 54,229,530 149,114,065 61,209 -193,160,302 954 -593,706 9,651,750 31-12-2009 Loss for -2,299,694 -2,299,694 the year
Balance at 54,229,530 149,114,065 61,209 -193,160,302 954 -2,893,400 7,352,056 31-12-2010
The accompanying notes are an integral part of the financial statements Statement of Cash Flows ConsolidatedFor the year ended 31 December 2010 2010 2009 KD KD Cash flows from operating activities: Profit (Loss) for the Year -2,299,694 -223,995 Adjustments:
Property and Equipment depreciation 5,573 10,714 Loss from operations before changes in -2,294,121 -213,281
working capital items Receivables 74,423 -181,933 Trade and other payables 297,027 494,905 Net Cash generated from (used in) operating -1,922,671 99,691 activities Cash flows from investing activities:
Purchase of Property and Equipment - -7,160
Investment Properties 15,509,553 -2,510,300 Net cash (used in) investing 15,509,553 -2,517,460 activities Cash flows from financing activities: Borrowings - 13,589,038 2,257,080 Called up share capital - 44,207,030 Share premium account - 149,114,065 Reverse acquisition reserve - -193,160,302 Foreign currency translation - 954
Net cash generated from financing activities -13,589,038 2,418,827 Net Increase (decrease) in cash and cash -2,156 1,058 equivalents Cash and cash equivalents at beginning of 2,225 1,167 the year Cash and cash equivalents at end of the year 69 2,225 The accompanying notes are an integral part of the financial statements Notes to Consolidated Financial Statements For the year ended 31 December 2010
1. Incorporation
The Company was incorporated in the British Virgin Islands on 5 March 2008 and was admitted to trading on the PLUS Markets on 20 August 2008.
2 Significant Accounting policies
A. Basis of Preparation.
The financial statements are presented in Kuwaiti Dinars and are prepared under the historical cost convention except for certain investments available for sale and investment properties which are stated at their fair value. The accounting policies applied by the group are consistent with those used in the previous year except for the change in accounting policy of investment properties from cost model to fair value model and the changes due to implementation of the following new amended international Financial Reporting Standards as of January 1, 2009.
B. New and Revised International Financial Reporting Standards and Interpretations.
During the year, the Company has adopted the following International Financial Reporting Standards (IFRS) issued by International Accounting Standard Board (IASB) effective for annual periods beginning or after 1 January 2009.
IAS 1 'Presentation of Financial Statements'(Revised):
The revised standard separates owner and non-owner changes in shareholders' equity. The statement of changes in shareholders' equity includes only details of transactions with owners, with non-owner changes in shareholders' equity presented as a single line. In addition, the standard introduces the statement of comprehensive income: it presents all items of recognized income and expense, either in one single statement, or in two linked statements. The Company has elected to present two linked statements.
Amendments to IFRS 7 'Improving Disclosures about Financial Instruments':
Amendments to IFRS 7, issued in March 2009, require enhanced disclosure about fair value measurements and liquidity risk of derivatives. In particular, the amendment requires disclosures of fair value measurements by level of a fair value measurement hierarchy. The adoption of the amendments results in additional disclosures but does not have an impact on the financial position or the comprehensive income of the Company.
IFRS 9 Financial Instruments(effective from 1 January 2013)
The IASB aims to replace IAS 39 Financial Instruments: Recognition and Measurement in its entirety by the end of 2010, with the replacement standard to be effective for annual periods beginning 1 January 2013. IFRS 9 is the first part of Phase 1 of this project. The main phases are:
Phase 1: Classification and Measurement
Phase 2: Impairment methodology
Phase 3: Hedge accounting.
In addition, a separate project is dealing with derecognition. Although early application of this standard is permitted, the Technical Committee of the Ministry of Commerce and Industry of Kuwait decided in December 2009, to postpone this allowed early application until further notice.
IAS 24 (Revised) "Related party disclosures"
The revised standard was issued in November 2009 and becomes effective for annual periods beginning on or after 1 January 2011. The revised standard simplifies the definition of a related party and provides a partial exemption from the disclosure requirements for government-related entities.
IAS 28 Investments in Associates (Revised) (effective for annual periods beginning on or after 1 July 2009)
The revised standard introduces changes to the accounting requirements for the loss of significant influence of an associate and for changes in the company's interest in associates. These changes will be applicable for future acquisitions and disposals.
IAS 36 Impairment of Assets
When discounted cash flows are used to estimate 'fair value less cost to sell' additional disclosure is required about the discount rate, consistent with disclosures required when the discounted cash flows are used to estimate 'value in use'. IAS 38 Intangible Assets The amendment is part of the IASB's annual improvements project published in May 2008, the amendment removes the reference to there being rarely, if ever, persuasive evidence to support an amortization method of intangible assets other than a straight-line method. The Company reassessed the useful lives of its intangible assets and concluded that the straight-line method was still appropriate.
AS 40 Investment properties
The amendment is part of the IASB's annual improvements project published in May 2008. The amendment requires properties under development to be used as investment properties on completion instead of properties, plant and equipment. The Company adopted this amendment as of January 1, 2009 which did not have a material impact on the accompanying financial statements.
IFRIC 17 Distribution of on-Cash Assets to Owners (effective for annual periods beginning on or after 1 July 2009).
The Interpretation provides guidance on the appropriate accounting treatment when an entity distributes assets other than cash as dividends to its shareholders.
The application of these Standards/ Interpretations will be made in the financial statements when these standards and interpretations become effective and are not expected to have a material impact on the financial statements
of the Company. C. Accounting policies
Foreign Currency Translation
The Company maintains its accounts in Kuwaiti Dinars. Transactions denominated in foreign currencies are converted to Kuwaiti Dinars at the prevailing exchange rates of the transactions on the balance sheet date. Balances of monetary assets and liabilities denominated in foreign currencies are converted at the exchange rate declared at that date. Net exchange gains or losses arising from the conversion are taken to income statement.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation and impairment losses. When assets are sold or retired, their costs and accumulated depreciation are eliminated from the accounts and any gain or loss resulting from its disposal is included in the statement of income.
The initial cost of property and equipment comprises its selling price and any direct attribute costs of bringing the asset to its working condition and location for its intended use.
Depreciate assets are depreciated using the straight - line method over the estimated useful life of each type of assets. The estimated useful lives of assets for depreciation calculation purpose are as follows:
Useful Life(years) Building and Constructing 20 Computer sets and programs 5 Furniture and Fixture 5
The depreciation of property and equipment started from the date of utilization.
The useful life and depreciation method are reviewed periodically to ensure that the method and period of depreciation are consistent with the expected pattern of economic benefits from items of property and equipment.
Repairs and maintenance expenses incurred to maintain or restore future economic benefits expected from the assets are recognized as expenses when incurred. In situations where it can be clearly demonstrated that the expenditures have resulted in an increase in the future economic benefits expected to be obtained from the use of property and equipment beyond its originally assessed standard of performance, the expenditures are capitalized as an additional cost of property and equipment.
Investment properties
Investment properties are initially recorded at cost, being the purchase price and any directly attributable expenditure for a purchased investment property and cost at the date when construction or development is complete for a self-constructed investment property. Subsequent to initial recognition, investment properties are re-measured at fair value on an individual basis based on valuations by independent real estate valuers. Changes in fair value are taken to the statement of income. Investment properties are de-recognised when either they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal.
Any gains or losses on the retirement or disposal of an investment property are recognised in the statement of income in the year of retirement or disposal.
Transfers are made to investment property when, only when, there is a change in use, evidenced by the end of owner occupation, commencement of an operating lease to another party or completion of construction or development. Transfers are made from investment property when, and only when, there is a change in use, evidenced by commencement of owner occupation or commencement of development with a view to sale.
Revenue Recognition
Revenue is recognized to the extent that is probable that the economic benefits will flow to the company and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognized:
Contract Revenues
Revenue from contract is recognized on the percentage of completion method, measure by reference to the percentage of the costs incurred to the total estimated cots for each contract. No profit is taken until a contract has progressed to the point where the ultimate realizable profit can be reasonably determined. Provision is made in full for the amount of anticipated losses on uncompleted contracts in the year such losses are first projected.
Fee Income
Placement fees are recognized when securities are sold.
Dividends
Revenue is recognized when the group's right to received payment is established.
Interest Income
Interest income is recognized as interest accrues using the effective yield method.
Cash and cash equivalents
Cash demand and time deposits with banks whose original maturities do not exceed three months are classified as cash equivalents in the statement of cash flows.
Trade and settlement date accounting
All" regular way" purchase and sales of financial assets are recognized on the trade date i.e. the date that the entity commits to purchase or sell the assets. Regular way purchases of sales are purchases or sales of financial assets that require delivery of assets within the time frame generally established by regulation or convention in the market place
Accounts receivable
Accounts receivable are stated at original invoice amount less a provision for any uncollectible amounts. An estimate for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written off when there is no possibility of recovery
Payables
The liabilities shall be registered for amounts to be paid in the future against goods or services delivered, whether invoices were issued therefore by the supplier or not.
Provisions
Provisions are recognized when the company has a legal or constructive obligation as a result of a past event and it is probable that an out flow of economic benefits will be required to settle the obligation.
Projects under construction
Construction projects are valued on a percentage of completion basis for the year in which the project is under construction. The land element is valued every year by a professional independent third party.
Impairment and uncollectibility of financial assets
An assessment is made at each balance sheet date to determine whether there is objective evidence that a financial assets or group of financial assets may be impaired. If such evidence exists any impairment loss is recognized in the consolidated income statement. Impairment is determined as follows:
a) For assets carried at fair value, impairment is the difference between cost and fair value, less any impairment loss previously recognized in the consolidated income statements;
b) For assets carried at cost, impairment is the difference between carrying value and the present value of the future cash flows discounted at the current market rate of return for a similar financial asset; c) For assets carried at amortized cost, impairment is the difference between carrying amount and the present value of the future cash flows discounted at the original effective interest rate.
For available for sale equity statements reversal of impairment losses are reversal of impairments losses are recorded as increase in cumulative change in fair value through equity. The provision for impairment of receivables also covers losses where there is objective evidence that probable losses are present in components of the receivables at the balance sheet date and reflecting the current economic climate in which the borrowers operated.
Recognition of de-recognition of financial assets liabilities
A financial assets or a financial liability is recognized when the company becomes a party to the contractual provisions of the instrument. A financial assets (in whole or in part) is de-recognized when the contractual rights to cash flows from the financial asset expire the group has transferred substantially all the risks and rewards and when it has neither transferred nor retained substantially all the risks and rewards of ownership or when it no longer has control over the assets or proportion of the assets. A financial liability is derecognized when the obligation specified in the contract is discharged cancelled or expired.
Impairment of non- financial assets
Assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment. Assets that are subject to amortization are reviewed for impairment wherever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the assets' carrying amount exceeds its recoverable amount. The recoverable amount is the higher of the asset's fair value less costs to sell or value in use. Impairment losses recognized in the income statements for the period in which they arise.
Financial instruments
Financial assets and financial liabilities carried on the balance sheet include Cash and cash equivalents. Investments, accounts receivable and accounts payable. The accounting policies on recognition and measurement of these items are disclosed in the respective notes.
Provision for indemnity
Provision for indemnity is made for amounts payable to employees under the Kuwaiti Labor Law and employees contract. This liability which is unfounded represents the amount payable to each employee as a result of involuntary termination on the balance sheet date and approximated the present value of the final obligation.
Contingencies liabilities
Contingent liabilities are not recognized in the financial statement but not being disclosed unless the possibility of on outflow of resources embodying economic benefits is remote. A contingent asset is not recognized in the statement but disclosed when an inflow of economic benefits is probable
Statement of cash flows
Statement of cash flows is prepared according to the indirect method.
3-Property and Equipment Furniture Computer Set Total Fixtures Programs KD KD KD Cost Balance as of 31 December 2009 50,000 12,317 62,317 Addition during the year - - - Balance as of 31st December 2010 50,000 12,317 62,317 Accumulated depreciation Balance as of 31st December 2009 -29166 -2467 -31633 Depreciation for the year -5000 -573 -5573 Balance as of 31st December 2010 -34166 -3040 -37206 Net Book Value Balance as of 31st December 2010 15834 9277
25111
Balance as of 31st December 2009 20834 9850 30684 4- Investment Properties 2010 2009 KD KD
Al Khorafi Tower - Sharq Kuwait 10,250,000 10,200,000 Al Khorafi Complex Salmiya Kuwait - 15,810,729
Lebanon projects 4,300,000 4,080,300 Jordan projects 31,476 - 14,581,476 30,091,029 5-Trade and other Receivables 2010 2009 KD KD Al-Khorafi National Group Co. 5,271,240 5,343,468 Other Receivables 300,000 302,195 5,571,240 5,645,663 The fair value of account receivabels approxmated their carrying value as of December 31 2010. 6- Cash and cash equivalents 2010 2009 KD KD Cash on bank 69 1,032 Petty cash 0 1,193 69 2,225 7 -Share Capital 13-12-2010 KD Authorised 10,000,000,000 USD 2,920,000,000 Called up share capital 54,229,530 8- Borrowings 2010 2009 KD KD (A) - Credit Facilities 10,661,818 10,409,266 (B) - Commercial Loan 1,018,340 1,158,408 (C) - Cost of leases of land - 13,701,522 11,680,158 25,269,196 A. Credit Facilities The Company's subsidiary, RAFCO International Real Estate, signed a contract for credit facilities with Al Ahli Bank for a maximum of 11,600,000KD with an interest rate between 2-3% per year above the discount rate declared by the Central Bank of Kuwait, secured by a mortgage (land and buildings) of Abdulmohsin Bader Al Khorafi Tower and personal solidarity by Mr. Rafed Al-Khorafi.
B. Commercial Loan
The Company's subsidiary, RAFCO International Real Estate, signed a contract for a commercial loan with Al SOOR Financing & Leasing Co. Amounting to 750,000 KD with the interest rate of 11.75% per year, secured by a pledge of shares owned by Mr. Rafed Al-Khorafi worth 1,170,400KD. The Company's management rescheduling of this loan on 24-12-2009 for a period of 60 months started from 1-3-2010 with a total value of 1,158,408KD.
(C) Cost of leases of land
RAFCO International Real Estate also signed a lease of land contract for Al Khorafi Complex project in Salmiya City, Kuwait for a period of 20 years commencing from 2007.
The maturity dates of the borrowings granted to companies are as follows:-
2010 2009 KD KD Less than 6 months 2,317,354 1,284,711 From 6 to 12 months 6,552,628 6,553,671 Current portion 8,869,982 7,838,382 From 1 to 5 year 2,810,176 3,881,998 More than 5 year - 13,548,816 Net Current portion 2,810,176 17,430,814 Total 11,680,158 25,269,196
The fair value of these borrowings is not significantly different from their book value as of December 31, 2010.
9- Accounts Payable and other credit balances 2010 2009 KD KD Payables 1,130,331 840,702 Provision for leave 8,021 4,322 Provision for indemnity 6,330 2,631 Other credit balance 1,000 1,000 1,145,682 848,655
10- Commitments and Contingencies Liabilities 2010 2009 KD KD Contingencies Liabilities / Letter - of Guarantee Capital commitments / Investment 4,910,768 4,910,768 Properties 4,910,768 4,910,768
The capital commitments relate to the main contractor payments for the Abdulmohsin Bader Al Khorafi Tower project.
11-Financial instruments
In the normal course of business, the Company uses primary financial instruments such as cash and cash equivalents, accounts receivable and other debit balances. Loans and accounts payable and other credit balances, as a result, are exposed to the risks indicated below. The Company currently used derivative financial instruments to manage its exposure to such risks. The fair value of these financial instruments is not significantly different from their book value.
12- Financial instruments risks
Credit risk
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation causing the other party to incur a financial loss. Financial assets which potentially subjects the Company to credit risk consist principally of cash and cash equivalents and receivables. The Company's cash at banks are placed with high credit rating financial institutions. Receivables are presented net of provision for doubtful debts.
Foreign Exchange Risk
The risk is represented in the change in the exchange rates, which affects payments, receipts and valuation of monetary assets and liabilities in foreign currencies. The Company ensures that the net exposure is kept to an acceptable level by dealing in currencies that do not fluctuate significantly against
the Kuwaiti Dinar. Interest rate risk The risk is represented in the changes in the interest rates which can adversely affect the results of operations. The Company is exposed to the interest rates risks on overdraft interest which it uses for settlement during the year. The Company management's seeks to obtain the best credit facilities terms. Cash flow risk Cash flow risk is the risk that future cash flows associated with a monetary financial instrument will fluctuate in amount. At present, the Company has no significant exposure to such risk.
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in raising funds to meet commitments associated with financial instruments. The Company periodically assesses the financial viability of customers and it observes its money management methods to limit the liquidity risks.
13- Comparative figures
Certain of the prior year amounts have been reclassified to conform with the current year presentation.
"THE DIRECTORS TAKE RESPONSIBILITY FOR THIS STATEMENT"
For further information, please contact:
Corporate Adviser: City & Westminster Corporate Finance LLP Gerard Thompson 2nd Floor, Stanmore House 29-30 St. James's Street London SW1A 1HB Telephone: 0044 20766 0080 RAK Real Estate Ltd c/o Al-Khorafi National Group For General Trading & Constructions Mohammed Nour Rakan Tower 25th Floor Fahad Al Salem St. Kuwait City Kuwait Tel: 00965 22496031/5