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Scope assigns initial issuer rating of B+ to JSC Lisi Lake Development, Outlook Stable



Scope assigns initial issuer rating of B+ to JSC Lisi Lake Development, Outlook Stable

The issuer rating is predominately driven by the industry specific risks and the currently low diversification of the issuer, but also by it’s low leverage.
Rating Action

Scope Ratings assigns initial issuer rating of B+ to JSC Lisi Lake Development. The Outlook is Stable.

Rating Rationale

The B+ issuer rating for JSC Lisi Lake Development (‘LLD’), a Georgia-based premium residential real estate developer, is supported by the company’s: i) conservative financing structure that relies on equity with negligible net debt; ii) above-average cash profitability that partially offsets external financing needs; and iii) strong local brand recognition and industry network that enables off-market deals, particularly on new attractive plots for large residential developments.

The issuer rating is negatively affected by LLD’s current small size and scope compared to other European residential property developers and its full dependency on the sale of properties and/or land to end-customers. The pure-play developer business model implies a small share of recurring revenues, which risks high cash flow volatility should property sales drop. Diversification is deemed low given the substantial cluster risk posed by the Lisi Lake projects, which will comprise more than 75% of the value of all the issuer’s investment properties for the next two years. The issuer rating is also limited by the fact that the company operates entirely in Georgia, generating risks related to a less resilient economy, inflation and foreign exchange rates as well as the low liquidity of the country’s premium real estate market compared to that of the more mature markets in western Europe.

Key rating drivers

Business risk profile

Scope assesses industry risk for LLD to be high. As a pure-play developer, the company is exposed to the most cyclical part of the real estate industry. The agency’s short-term credit view for the industry is stable but increasingly sensitive to changes in politics, economic conditions and interest rates. Scope also takes account of the higher volatility of Georgia’s less mature market. The core activity consists of developing premium residential real estate in Tbilisi and other cities in Georgia. For the time being, the company has a very concentrated project pipeline with a focus on Lisi Lake projects and another major early-stage project on the Black Sea shoreline. However, there are plans to expand the number of projects, targeting other regions in Georgia.

With total assets of c. USD 144m at year-end 2017 and funds from operations (FFO) of USD 4m in 2017, LLD is a small company, but exhibits strong growth in its Georgian home market. Scope judges the issuer’s average asset quality as credit-positive because all residential units are newly built at a premium quality and the company’s land bank to date consists of prime Georgian locations only.

Size is expected to grow further in the next two years thanks to an expanding project pipeline. However, the company’s limited size and market position also indicate a heightened sensitivity to unforeseen shocks and volatility in cash flows, particularly as LLD is highly exposed to inherent cyclicality in the real estate market, with almost 100% of revenues currently linked to development activity.

LLD’s potential cash flow volatility is negatively affected by its very concentrated pipeline of two main projects (divided into several sub-projects and phases that can be managed and timed separately to a certain extent), the largest of which (Lisi Lake) represents the lion’s share of expected revenue within the next 30 months. This very modest diversification may affect future cash flows if the projects suffer delays or cost overruns. However, Scope and other third-party market observers predict excess demand for premium residential real estate in Tbilisi in the coming years, provided there is no major external economic shock. Moreover, management intends to improve geographical diversification by investing in more Georgian projects, with the exception of further projects in Tbilisi. Scope views this strategy positively.

LLD’s profitability has been above industry average and is relatively less volatile regarding its business model. EBITDA margin stood at more than 30% in the 2016 and 2017 business years, when significant sales volume was recorded. Scope believes this margin will decrease over time: the significant competitive advantage of having acquired the land bank at low prices in 2010 to 2011 is now shrinking as new projects are acquired at current market prices. Nevertheless, Scope sees substantial volumes of land at Lisi Lake that can be developed in later project stages. In a conservative scenario, the agency expects EBITDA margin to remain at or above 20% for the next two to three business years due to increasing competition.

Financial risk profile

LLD’s EBITDA interest cover stood at very comfortable levels of c. 12x in 2016 and 18x in 2017. This ratio has been unusually high due to negligible debt levels in recent business years as more than 90% of the balance sheet was equity-financed. Even after assuming an additional USD 15m in debt from the issue of a corporate bond in the second half of the 2018 business year, Scope expects EBITDA interest coverage to stay in a range of 7x to 10x. Nevertheless, operating profit at EBITDA level depends entirely on ongoing land and property sales owing to LLD’s pure-play developer business model.

The company’s cash flow generation was sufficient in the past two to three business years, during which substantial volumes of properties were sold to clients for the first time. Free operating cash flow was positive for the past four years despite the business expansion over the same period. Scope expects free operating cash flow to become slightly negative in the single-digit USD millions for the next two business years, owing to both the expectation of further growth and the nature of real estate development. Furthermore, LLD’s credit rating at this point is constrained by its limited size and scope, which creates a very clustered project pipeline.

The company’s loan/value ratio (LTV) has stayed at very conservative single-digit percentages in past business years, indicating very low net debt of less than USD 10m. Scope expects LTV to remain below 10% in the next two business years, even after assuming a USD 15m bond issue in the second half of the current 2018 business year.

While the company’s strong financial metrics like SaD/EBITDA of around 1.0x, FFO/SaD of 141% and FOCF/SaD of 68% (2017) would typically imply a higher sub-score for the financial risk profile, Scope assesses the sub-score at BB due to the uncertainty over future sales and thus EBITDA levels. The inability to generate significant recurring revenue without selling properties limits the analytical value of leverage ratios based on projected operating income. The company is targeting more properties in asset classes that contribute recurring rental income in the near future such as hotels or office properties, starting with hotel revenues from Tsikhisdziri, but development will remain the core business according to the management. This diversification of revenues should mitigate cash-flow volatility in the future. However, in Scope’s opinion, high cash flow volatility is typical for a developer, with projects not assessed and financed in annual tranches but over the whole development period.

Rating Driver

Credit positive:

  • Good market position due to large land bank, established brand and excellent network within the local real estate and financial industry
  • Track record from the construction and sale of the existing residential units in Lisi Lake
  • LLD’s development portfolio as well as land bank in Tbilisi and Tsikhisdziri is in good locations within the Georgian market and should offer above-average liquidity
  • Strong operating cash profitability thanks to i.a. very low land bank acquisition costs among other factors
  • Single digit loan/value ratio (LTV), even after the assumed issue of a USD 15m bond
  • Low SaD/EBITDA leverage of c. 1x to 1.5x and excellent liquidity situation thanks to strong cash generation and only negligible short-term debt

Credit negative:

  • High dependency on the main development project in Lisi Lake, despite recent diversification efforts
  • Exposure to the still relatively volatile Georgian economy with inherent risks such as high inflation and (indirect*) FX risk
  • Pure play developer without significant recurring (rental/other) income resulting in weak visibility regarding future SaD/EBITDA leverage
  • Small player with lack of scale when compared to other International/European upscale residential developers
  • For the time being, unproven access to capital markets

* the issuer is not exposed to material direct foreign exchange risks since the functional currency (construction costs as well as unit sales prices) is USD. Nevertheless, we hint at the potential risks that would arise from a sharp decline in value of the local currency (Georgian Lari) due to the resulting loss of purchasing power of local clients. We therefore deem this a potential indirect currency risk.


There has been sufficient operating cash flow generation in recent years that is expected to further increase and free cash flows in a range of USD -2.5m to -1m for the next years according to our financial forecast, despite the significant expansion plans. Furthermore, the issuer has only little short-term debt going forward (USD <4m) that is covered more than 3x by unrestricted cash plus free cash flow according to our forecast.


The rating Outlook is Stable, supported by Lisi Lake’s development pipeline and the Georgian premium residential real estate market that shows growing demand. The Stable Outlook incorporates Scope’s expectation that the EBITDA margin will remain at more than 20% going forward, and that the project pipeline can be developed and sold without a major drop in demand and/or prices that would cause a slump in operating cash flows.

Rating Change Driver

The rating Outlook is Stable, supported by the Lisi Lake development pipeline and growing demand in Georgia’s premium residential real estate market. The Outlook incorporates Scope’s expectation that EBITDA margin will remain at more than 20% going forward and that the project pipeline can be developed and sold without a major drop in demand and/or prices that would impair operating cash flows.

A negative rating action is possible if the company’s sales volume fell sharply or if a serious deterioration in Georgia’s real estate market negatively affected LLD’s overall business prospects.

Scope would consider a positive rating action if LLD managed to significantly improve its business risk profile by further diversifying its development portfolio and/or creating a substantial share of recurring cash flows independent from continual asset sales in order to mitigate potential cash-flow volatility and provide sufficient interest coverage from recurring EBITDA.

For the detailed research report please click HERE.

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Lockdown 2.0 – Here’s how to be the best-looking person in the virtual room



Lockdown 2.0 – Here's how to be the best-looking person in the virtual room 1

By Jeff Carlson, author of The Photographer’s Guide to Luminar 4 and Take Control of Your Digital Photos

suggests “the product you’re creating is not the camera, the lens or a webcam’s clever industrial design. It’s the subject, you, which is just on e part of the entire image they see. You want that image to convey quality, not convenience.”

Technology experts at Reincubate saw an opportunity in the rise of remote-working video calls and developed the app, Camo, to improve the video quality of our webcam calls. As part of this, they consulted the digital photography expert and author, Jeff Carlson, to reveal how we can look our best online. 

It’s clear by now that COVID-19 has normalised remote working, but as part of this the importance of video calls has risen exponentially. While we’re all used to seeing the more casual sides of our colleagues (t-shirt and shorts, anyone?), poor webcam quality is slightly less forgivable.

But how can we improve how we look on video? We consulted Jeff Carlson for some top tips– here is what he had to say.

  1. Improve the picture quality of your call

The better your camera, the higher quality your webcam calls will be. Most webcams (as well as currently being hard to get hold of and expensive), are subpar. A DSLR setup will give you the best picture, but will cost $1,500+. You can also use your iPhone’s amazing camera as a webcam, using the new app from Reincubate, Camo.

Jeff’s comments “The iPhone’s camera system features dedicated coprocessors for evaluating and adjusting the image in real time. Apple has put a tremendous amount of work into its imaging software as a way to compensate for the necessarily small camera sensors. Although it all works in service of creating stills and video, you get the same benefits when using the iPhone as a webcam.”

Aidan Fitzpatrick, CEO of Reincubate explains why the team created Camo, “Earlier this year our team moved to working remotely, and in video calls everyone looked pretty bad, irrespective of whether they were on built-in Mac webcams or third-party ones. Thus began my journey to build Camo: an iPhone has one of the world’s best cameras in it, so could we make it work as a webcam? Category-leading webcams are noticeably worse than an iPhone 7. This makes sense: six weeks of Apple’s R&D spend tops Logitech’s annual gross revenue.”

  1. Place your camera at eye level

A video call will never quite be the same as a face-to-face conversation, but bringing your camera up to eye level is a good place to start. That can involve putting your laptop on a stand or pile of books, mounting a webcam to the top of your display screen, or even using a tripod to get the perfect position.

Jeff points out, “If the camera is looking down on you, you’ll appear minimized in the frame; if it’s looking up, you’re inviting people to focus on your chin, neck, or nostrils. Most important, positioning the camera off your eye level is a distraction. Look them in the eye, even if they’re miles or continents away.

Lockdown 2.0 – Here's how to be the best-looking person in the virtual room 2

Low camera placement from a MacBook

  1. Make the most of natural lighting

Be aware of the lighting in the room and move yourself to face natural lighting if you can. Positioning the camera so any natural light is behind you takes the light away from your face, which can make it harder to see and read expressions on a call.

Jeff Carlson’s top tip: “If the light from outside is too harsh, diffuse it and create softer shadows by tacking up a white sheet or a stand-alone diffuser over the window.” 

Lockdown 2.0 – Here's how to be the best-looking person in the virtual room 3Lockdown 2.0 – Here's how to be the best-looking person in the virtual room 4

Backlit against a window Facing natural light

  1. Use supplementary lighting like ring lights

The downside to natural lighting is that you’re at the mercy of the elements: if it’s too bright you’ll have the sun in your eyes, if it’s too dark you won’t be well lit.

Jeff recommends adding supplementary lighting if you’re looking to really enhance your video calls. After all, it looks like remote working will be carrying on for quite some time.

“The light can be just as easy as a household or inexpensive work light. Angle the light so it’s bouncing off a wall or the ceiling, depending on your work area, which, again, diffuses the light and makes it more flattering.

Or, for a little money, use a softbox or a shoot-through umbrella with daylight bulbs (5500K temperature), or if space is tight, LED panels. Larger lights are better for distributing illumination– don’t be afraid to get them in close to you. Placement depends on the look you’re going after; start by positioning one at a 45-degree angle in front and to the side of you, which lights most of your face while retaining nice shadow detail.” 

In some cases, a ring light may work best. LEDs are arranged in a circle, with space in the middle to put the camera’s lens and get direct illumination from the direction of the camera.

  1. Centre yourself in the frame

Make sure you’re getting the right angle and that you’re using the frame effectively.

“You should aim for people to see your head and part of your torso, not all the space between your hair and the ceiling. Leave a little space above your head so it’s not cut off, but not enough that someone’s eyes are going to drift there.”

  1. Be mindful of your backdrop

It’s not always easy to get the quiet space needed for video calls when working from home, but try as best you can to remove anything too distracting from your background.

“Get rid of clutter or anything that’s distracting or unprofessional, because you can bet that will be the second thing the viewers notice after they see you. (The Twitter account @RateMySkypeRoom is an amusing ongoing commentary on the environments people on television are connecting from.)”

A busy background as seen by a webcam

  1. Make the most of virtual backgrounds

If you’re really struggling with finding a background that looks professional, try using a virtual background.

Jeff suggests: “Some apps can identify your presence in the scene and create a live mask that enables you to use an entirely different image to cover the background. While it’s a fun feature, the quality of the masking is still rudimentary, even with a green screen background that makes this sort of keying more accurate.”

  1. Be aware of your audio settings

Our laptop webcams, cameras, and mobile phones all include microphones, but if it’s at all possible, use a separate microphone instead.

“That can be an inexpensive lavalier mic, a USB microphone, or a set of iPhone earbuds. You can also get wireless lavalier models if you’re moving around during a call, such as presenting at a whiteboard in the camera’s field of view.

The idea is to get the microphone closer to your mouth so it’s recording what you say, not other sounds or echoes in the room. If you type during meetings, mount the mic on an arm instead of resting it on the same surface as your keyboard.”

  1. Be wary of video app add-ons

Video apps like Zoom include a ‘Touch up your appearance’ option in the Video settings. This applies a skin-smoothing filter to your face, but more often than not, the end result looks artificially blurry instead of smooth.

“Zoom also includes settings for suppressing persistent and intermittent background noise, and echo cancellation. They’re all set to Auto by default, but you can choose how aggressive or not the feature is.”

  1. Be the best looking person in the virtual room

What’s important to remember about video calls at this point in time is that most people are new to what is, really, personal broadcasting. That means you can easily get an edge, just by adopting a few suggestions in this article. When your video and audio quality improves, people will take notice.

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Bringing finance into the 21st Century – How COVID and collaboration are catalysing digital transformation



Bringing finance into the 21st Century – How COVID and collaboration are catalysing digital transformation 5

By Keith Phillips, CEO of TISATech

If just six or seven months ago someone had told you that in a matter of weeks people around the world would be locked down in their homes, trying to navigate modern work systems from a prehistoric laptop, bickering with family over who’s hogging the Wi-Fi, migrating online to manage all financial services digitally, all while washing their hands every five minutes in fear of a global pandemic… You’d think they had lost their mind. But this very quickly became the reality for huge swathes of the world and we’re about to go through that all over again as the UK government has asked that those who can work from home should.

Unsurprisingly, statistics show that lockdown restrictions introduced by the UK government in March, led to a sharp increase in people adopting digital services. Banks encouraged its customers to log onto online banking, as they limited (and eventually halted) services at branches. This forced many customers online as their primary means of managing personal finances for the first time.

If anyone had doubts before, the Covid-19 pandemic proved to us the importance of well-functioning, effective digital financial services platforms, for both financial institutions and the people using them.

But with this sudden mass online migration, it’s become clear that traditional banks have struggled to keep up with servicing clients virtually. Legacy banking systems have always stilted the digitisation of financial services, but the pandemic thrust this issue into the limelight. Fintech firms, which focus intently on digital and mobile services, knew it was only a matter of time before financial institutions’ reliance was to increase at an unprecedented rate.

For years, fintechs have been called upon by traditional players to find solutions to problems borne from those clunky legacy systems, like manual completion of account changes and money transfers. Now it is the demand for these services to be online coupled with the need for financial services firms to cut costs, since Covid-19 hit the economy.

Covid-19 has catalysed the urgent need to bring digital transformation to a wider pool of financial services businesses. Customers now have even higher expectations of larger institutions, demanding that they keep up with what the younger and more nimble challengers have to offer. Industry leaders realise that they must transform their businesses as soon as possible, by streamlining and digitising operations to compete and, ultimately, improve services for their customers.

The race for digital acceleration began far before the recent pandemic – in fact, following the 2008 financial crisis is likely more accurate. Since the credit crunch, there has been a wave of new fintech firms, full of young, bright techies looking to be the next big thing. Fintechs have marketed themselves hard at big conferences and expos or by hosting ‘hackathons’, trying to prove themselves as the fastest, most innovative or the most vital to the future of the industry.

However, even during this period where accelerating innovation in online financial services and legacy systems is crucial, the conditions brought about by the pandemic have not been conducive to this much-needed transformation.

The second issue, which again was clear far before the pandemic, is that fact that no matter how nimble or clever the fintechs’ solutions are, it is still hard to implement the solutions seamlessly, as the sector is highly fragmented with banks using extremely outdated systems populated with vast amounts of data.

With the significance of the pandemic becoming more and more clear, and the need for better digital products and services becoming more crucial to financial services firms and consumers by the day, the industry has finally come together to provide a solution.

The TISAtech project was launched last month by The Investing and Saving Alliance (TISA), a membership organisation in the UK with more than 200 leading financial institutions as members. TISA asked The Disruption House, a specialist benchmarking and data analytics business, to create a clearing house platform for the industry to help it more effectively integrate new financial technology. The project aims to enhance products and services while reducing friction and ultimately lowering costs which are passed on to the customers.

With nearly 4,000 fintechs from around the world participating, it will be the world’s largest marketplace dedicated to Open Finance, Savings, and Investment.

Not only will it provide a ‘matchmaking’ service between financial institutions an fintechs, it will also host a sandbox environment. Financial institutions can pose real problems with real data and the fintechs are given the space to race to the bottom – to find the most constructive, cost-effective solution.

Yes, there are other marketplaces, but they all seem to struggle to achieve a return on investment. There is a genuine need for the ‘Trivago’ of financial technology – a one stop shop, run by an independent body, which can do more than just matchmaking. It needs to go above and beyond to encompass the sandboxing, assessments, profiling of fintechs to separate the wheat from the chaff, and provide a space for true collaboration.

The pandemic has taught us that we are more effective if we work together. We need mass support and collaboration to find solutions to problems. Businesses and industries are no different. If fintechs and financial institutions can work together, there is a real chance that we can start to lessen the economic hit for many businesses and consumers by lowering costs and streamlining better services and products. And even if it is just making it that little bit easier to manage personal finances from home when fighting with your children for the Wi-Fi, we are making a difference.

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What to Know Before You Expand Across Borders



What to Know Before You Expand Across Borders 6

By Sean King, Director of International Tax at McGuire Sponsel

The American retail giant, Target Corporation, has a market cap of $64 billion and access to seemingly limitless resources and advisors. So, when the company engaged in its first global expansion, how could anything possibly go wrong?

Less than two years after opening its first Canadian store in 2013, Target shut down all133 Canadian locations and terminated more than 17,000 Canadian employees.

Expansion of an operation to another country can create unique challenges that may impact the financial viability of the entire enterprise. If Target Corporation can colossally fail in its expansion to Canada, how might Mom ‘N’ Pop LLC fare when expanding into Switzerland, Singapore, or Australia?

Successful global expansion requires an understanding of multilayered taxes, regulatory hurdles, employment laws, and cultural nuances. Fortunately, with the right guidance, global expansion can be both possible and profitable for businesses of any size.

Permanent establishment

Any company with global ambitions must first consider whether the company’s expansion outside of the U.S. will give rise to a taxable presence in the local country. In the cross-border context, a “permanent establishment” can be created in a local country when the enterprise reaches a certain level of activity, which is problematic because it exposes the U.S. multinational to taxation in the foreign country.

Foreign entity incorporation

To avoid permanent establishment risk, many U.S. multinationals choose to operate overseas through a formal corporate subsidiary, which reduces the company’s foreign income tax exposure, though it may result in an additional level of foreign income tax on the subsidiary’s earnings. In most jurisdictions, multinationals can operate their business in the foreign country as a branch, a pass through (e.g., partnership,) or a corporation.

As a branch, the U.S. multinational does not create a subsidiary in the foreign country. It holds assets, employees, and bank accounts under its own name. With a pass through, the U.S. multinational creates a separate entity in the foreign country that is treated as a partnership under the tax law of the foreign country but not necessarily as a partnership under U.S. tax law.

U.S. multinationals can also create corporate subsidiaries in the foreign country treated as corporations under the tax law of both the foreign country and the U.S., with possibly two levels of income taxation in the foreign country plus U.S. income taxation of earnings repatriated to the U.S. as dividends.

Check-the-box planning

Under U.S. entity classification rules, certain types of entities can “check the box” to elect their classification to be taxed as a corporation with two levels of tax, a partnership with pass-through taxation, or even be disregarded for U.S. federal income tax purposes. The check the box election allows U.S. multinationals to engage in more effective global tax planning.

Toll charges, transfer pricing and treaties

When establishing a foreign corporate subsidiary, the U.S. multinational will likely need to transfer certain assets to the new entity to make it fully operational. However, in many cases, the U.S. multinational cannot perform the transfer without recognizing taxable income. In the international context, the IRS imposes certain outbound “toll charges” on the transfer of appreciated property to a foreign entity, which are usually provided for in IRC Section 367 and subject to various exceptions and nuances.

Instead, the U.S. multinational may prefer to license intellectual property to the foreign subsidiary for a fee rather than transfer the property outright. However, licensing requires the company and foreign subsidiary to adhere to transfer pricing rules, as dictated by IRC Section 482. The U.S. multinational and the foreign subsidiary must interact in an arms-length manner regarding pricing and economic terms. Furthermore, any such arrangement may attract withholding taxes when royalties are paid across a border.

Are you GILTI?

Certain U.S. multinationals opt to focus on deferring the income recognition at the U.S. level. In doing so, they simply leave overseas profits overseas and delay repatriating any of the earnings to the U.S.

Despite the general merits of this form of planning, U.S. multinationals will be subject to certain IRS anti-deferral mechanisms, commonly known as “Subpart F” and GILTI. Essentially, U.S. shareholders of certain foreign corporations are forced to recognize their pro rata share of certain types of income generated by these foreign entities at the time the income is earned instead of waiting until the foreign entity formally repatriates the income to the U.S.

The end goal

Essentially, all effective international tax planning boils down to treasury management. Effective and early tax planning can properly allow a company to better achieve its initial goal: profitability.

If global expansion is on the horizon for your company, consult a licensed professional for advice concerning your specific situation.

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