Attached files
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EXCEL - IDEA: XBRL DOCUMENT - SUNVESTA, INC. | Financial_Report.xls |
EX-32 - SUNVESTA CERTIFICATION - SUNVESTA, INC. | exhibit32.htm |
EX-31 - SUNVESTA CERTIFICATION - SUNVESTA, INC. | exhibit31.htm |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended September 30, 2014.
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to .
Commission file number: 000-28731
SUNVESTA, INC.
(Exact name of registrant as specified in its charter)
Florida (State or other jurisdiction of incorporation or organization) | 98-0211356 (I.R.S. Employer Identification No.) |
Seestrasse 97, Oberrieden, Switzerland CH-8942
(Address of principal executive offices) (Zip Code)
011 41 43 388 40 60
(Registrants telephone number, including area code)
n/a
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes oNo þ
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date. The number of shares outstanding of the issuers common stock, $0.01 par value (the only class of voting stock), at November 19, 2014, was 83,541,603.
1
TABLE OF CONTENTS PART 1- FINANCIAL INFORMATION | ||
Item1. | 3 | |
| Consolidated Balance Sheets as of September 30, 2014 (Unaudited) and December 31, 2013 | 4 |
| Unaudited Consolidated Statements of Comprehensive Loss (unaudited) for the three and nine months ended September 30, 2014 and September 30, 2013 | 5 |
| Unaudited Consolidated Statements of Stockholders Equity (unaudited) for the nine months ended September 30, 2014 | 6 |
| Unaudited Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2014 and September 30, 2013 | 7 |
| Notes to Unaudited Consolidated Financial Statements | 8 |
Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations | 39 |
Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 50 |
Item 4. | Controls and Procedures | 51 |
|
PART II-OTHER INFORMATION
|
|
Item 1. | Legal Proceedings | 52 |
Item 1A. | Risk Factors | 52 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 52 |
Item 3. | Defaults Upon Senior Securities | 52 |
Item 4. | Mine Safety Disclosures | 52 |
Item 5. | Other Information | 52 |
Item 6. | 52 | |
| 53 | |
| Index to Exhibits | 54 |
2
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
As used herein, the terms Company, we, our, and us refer to SunVesta, Inc., a Florida corporation, and its predecessors and subsidiaries, unless otherwise indicated. In the opinion of management, the accompanying unaudited, consolidated financial statements included in this Form 10-Q reflect all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of operations for the periods presented. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.
3
SUNVESTA, INC.
CONSOLIDATED BALANCE SHEETS
| September 30, 2014 |
| December 31, 2013 | |
|
| (Unaudited) |
| |
|
| |||
Assets |
|
|
|
|
Current assets |
|
|
|
|
Cash and cash equivalents | $ | 167,274 | $ | 629,673 |
Other assets |
| 165,727 |
| 21,255 |
Receivable from related parties |
| 29,915 |
| - |
Total current assets |
| 362,915 |
| 650,928 |
Non-current assets |
|
|
|
|
Property and equipment net |
| 50,157,528 |
| 43,372,214 |
Deposits related to construction work |
| 798,312 |
| 650,685 |
Debt issuance costs net |
| 2,741,519 |
| 1,689,023 |
Down payment for property and equipment |
| 2,369,816 |
| 2,369,816 |
Receivable from related parties |
| 1,631,440 |
| - |
Restricted cash |
| 1,687,577 |
| 1,697,974 |
Total non-current assets |
| 59,386,192 |
| 49,779,712 |
Total assets | $ | 59,749,107 |
| 50,430,640 |
|
| |||
Liabilities and stockholders' equity (deficit) |
|
|
|
|
Current liabilities |
|
|
|
|
Accounts payable |
| 5,713,261 |
| 7,063,070 |
Accrued expenses |
| 5,010,398 |
| 3,276,506 |
Note payable |
| 3,633,460 |
| 2,000,000 |
Notes payable to related parties |
| 1,171,815 |
| 2,721,445 |
EUR-Bond |
| - |
| 5,786,248 |
CHF-Bond |
| 24,568,788 |
| - |
Total current liabilities |
| 40,097,722 |
| 20,847,269 |
Non-current liabilities |
|
|
|
|
EUR-Bond |
| 9,195,835 |
| 6,757,065 |
CHF-Bond |
| - |
| 8,558,443 |
Notes payable to related parties |
| 32,019,932 |
| 33,409,095 |
Other long term debts |
| 80,983 |
| 30,426 |
Pension liabilities |
| 85,348 |
| 90,524 |
Total non-current liabilities |
| 41,382,098 |
| 48,845,553 |
Total liabilities |
| 81,479,820 |
| 69,692,822 |
|
| |||
Stockholders' equity (deficit) |
|
|
|
|
Preferred stock, $0.01 par value; |
|
|
|
|
50,000,000 share authorized no shares issued |
|
|
|
|
and outstanding |
| - |
| - |
Common stock, $0.01 par value; |
|
|
|
|
200,000,000 shares authorized; 83,541,603 and |
|
|
|
|
83,541,603 shares issued and outstanding |
| 835,416 |
| 835,416 |
Additional paid-in capital |
| 22,786,609 |
| 21,852,666 |
Accumulated other comprehensive profit / (loss) |
| 899,726 |
| (2,202,914) |
Accumulated deficit |
| (46,252,465) |
| (39,723,595) |
Treasury stock, 0 and 157,220 shares |
| - |
| (23,755) |
Total stockholders' equity (deficit) |
| (21,730,714) |
| (19,262,182) |
Total liabilities and stockholders' equity (deficit) | $ | 59,749,107 |
| 50,430,640 |
The accompanying notes are an integral part of these consolidated financial statements.
4
SUNVESTA, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME / (LOSS)
| Three months ended September 30, | Nine months ended September 30, |
| |||||||||
| 2014 |
| 2013 |
| 2014 |
| 2013 |
| ||||
| (Unaudited) |
| (Unaudited) |
| (Unaudited) |
| (Unaudited) |
| ||||
Revenues |
|
|
|
|
|
|
|
|
| |||
Revenues, net | $ | - |
| - |
| - |
| - |
| |||
Cost of revenues |
| - |
| - |
| - |
| - |
| |||
Gross profit |
| - |
| - |
| - |
| - |
| |||
|
|
|
|
|
|
|
|
|
| |||
Operating expenses |
|
|
|
|
|
|
|
|
| |||
General and administrative expenses | $ | (1,278,941) |
| (2,214,880) |
| (4,702,296) |
| (4,714,583) |
| |||
Release of accrual for penalty to Meliá Hotels & Resorts |
|
- |
|
- |
|
- |
|
1,000,000 |
| |||
Total operating expenses |
| (1,278,941) |
| (2,214,880) |
| (4,702,296) |
| (3,714,583) |
| |||
|
|
|
|
| ||||||||
Loss from operations | $ | (1,278,941) |
| (2,214,880) |
| (4,702,296) |
| (3,714,583) |
| |||
|
|
|
|
|
|
|
|
|
| |||
Other income / - expenses |
|
|
|
|
|
|
|
|
| |||
Interest income |
| (276) |
| 29,190 |
| 6,713 |
| 35,927 |
| |||
Interest expense |
| (923,996) |
| (715,894) |
| (2,319,473) |
| (1,751,906) |
| |||
Amortization of debt issuance costs and commissions |
|
(238,637) |
|
- |
|
(563,949) |
|
(133,806) |
| |||
Exchange differences |
| 1,562,114 |
| (349,567) |
| 1,159,727 |
| (437,626) |
| |||
Change in fair value of conversion feature |
| - |
| (12,296) |
| - |
| (26,170) |
| |||
Other income / - expenses |
| (31,342) |
| (18,920) |
| (109,592) |
| (60,101) |
| |||
Total other income / - expenses | $ | 367,862 |
| (1,067,487) |
| (1,826,573) |
| (2,373,683) |
| |||
|
|
|
|
|
|
|
|
|
| |||
Loss before income taxes | $ | (911,080) |
| (3,282,367) |
| (6,528,869) |
| (6,088,266) |
| |||
Income Taxes |
| - |
| - |
| - |
| - |
| |||
Net loss | $ | (911,080) |
| (3,282,367) |
| (6,528,869) |
| (6,088,266) |
| |||
|
|
|
|
|
|
|
|
|
| |||
Comprehensive income /(loss) |
|
|
|
|
|
|
|
|
| |||
Foreign currency translation |
| 3,153,642 |
| (1,743,672) |
| 3,102,640 |
| (562,384) |
| |||
Comprehensive income / (loss) | $ | 2,242,562 |
| (5,026,039) |
| (3,426,230) |
| (6,650,650) |
| |||
|
|
|
|
|
|
|
|
|
| |||
Loss per common share |
|
|
|
|
|
|
|
|
| |||
Basic and diluted | $ | (0.01) |
| (0.04) |
| (0.07) |
| (0.08) |
| |||
|
|
|
|
|
|
|
|
|
| |||
Weighted average common shares |
|
|
|
|
|
|
|
|
| |||
Basic and diluted |
| 89,942,702 |
| 75,541,603 |
| 87,746,731 |
| 74,122,156 |
| |||
The accompanying notes are an integral part of these consolidated financial statements.
5
SUNVESTA, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
|
| Common Stock |
| Additional Paid in Capital |
| Accumulated Other Comprehensive Income (Loss) |
| Accumulated deficit |
| Treasury Stock |
| Total Stockholders Equity (Deficit) |
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013 |
| 835,416 |
| 21,852,666 |
| (2,202,914) |
| (39,723,595) |
| (23,755) |
| (19,262,182) |
Net loss |
| - |
| - |
| - |
| (6,528,869) |
| - |
| (6,528,869) |
Translation adjustments |
| - |
| - |
| 3,102,640 |
| - |
| - |
| 3,102,640 |
Stock based compensation expense |
|
- |
|
947,398 |
|
- |
|
- |
|
- |
|
947,398 |
Sale of treasury stock |
| - |
| (13,455) |
| - |
| - |
| 23,755 |
| 10,300 |
September 30, 2014 | $ | 835,416 | $ | 22,786,609 | $ | (899,726) | $ | (46,252,465) | $ | - | $ | (21,730,714) |
The accompanying notes are an integral part of these consolidated financial statements.
6
SUNVESTA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| January 1 to |
| January 1 to |
| |
| September 30, 2014 |
| September 30, 2013 |
| |
| Unaudited |
| Unaudited |
| |
|
|
| |||
Cash flows from operating activities |
|
|
|
|
|
Net loss | $ | (6,528,869) |
| (6,088,266) |
|
Adjustments to reconcile net loss to net cash |
|
|
|
|
|
Depreciation and amortization |
| 45,926 |
| 33,278 |
|
Release of accrual for penalty to Meliá Hotels & Resorts |
| - |
| (1,000,000) |
|
Amortization of debt issuance cost and commissions |
| 563,949 |
| 133,806 |
|
Stock compensation expense |
| 947,398 |
| 1,526,063 |
|
Unrealized exchange differences |
| 1,159,727 |
| 437,626 |
|
Change in fair value of conversion feature |
| - |
| 26,170 |
|
Increase / decrease in pension fund commitments |
| (5,176) |
| 72 |
|
Increase / decrease in: |
|
|
|
|
|
Other current assets |
| (144,472) |
| (55,340) |
|
Accounts payable |
| (1,349,809) |
| 2,315,505 |
|
Accrued expenses |
| 1,733,891 |
| 147,538 |
|
Net cash used in operating activities |
| (3,577,435) |
| (2,523,548) |
|
Cash flows from investing activities |
|
|
|
|
|
Other receivables from related parties |
| (2,627,810) |
| (463,833) |
|
Purchase of property and equipment |
| (4,456,047) |
| (7,795,254) |
|
Interest paid and capitalized in property and equipment |
| (682,000) |
| - |
|
Deposits related to construction |
| (147,627) |
| (302,000) |
|
Down payments for property and equipment |
| - |
| (3,050,045) |
|
Restricted cash |
| - |
| (1,421,827) |
|
Net cash used in investing activities |
| (7,913,484) |
| (13,032,959) |
|
Cash flows from financing activities |
|
|
|
|
|
Proceeds from notes payable related parties |
| - |
| 18,519,824 |
|
Repayment of notes payable related parties |
| (1,036,322) |
| - |
|
Note payable and other long term debts |
| 1,689,207 |
| - |
|
Proceeds from bond issuance, net of commissions |
| 20,142,000 |
| 953,277 |
|
Repayments of bonds |
| (5,729,712) |
| (2,713,972) |
|
Payment for debt issuance costs |
| (3,977,446) |
| (563,192) |
|
Purchase/Sale of treasury stock |
| 10,300 |
| - |
|
Net cash provided by financing activities |
| 11,098,026 |
| 16,195,937 |
|
Effect of exchange rate changes |
| (69,506) |
| 39,940 |
|
Net decrease in cash |
| (462,399) |
| 679,370 |
|
Cash and cash equivalents, beginning of period |
| 629,673 |
| 260,520 |
|
Cash and cash equivalents, end of period | $ | 167,274 |
| 939,890 |
|
|
|
| |||
Additional information |
|
|
|
| |
Conversion of note payable to Mr. Rigendinger to stockholders equity (non-cash) |
| - |
| 717,977 |
|
Purchase of property and equipment through a note payable (non-cash) |
| - |
| 2,000,000 |
|
Reclassification of down payment for property and equipment to property and equipment |
| - |
| 10,200,000 |
|
Capitalized interest and debt issuance costs for construction (non-cash) |
| 2,360,999 |
| 1,422,000 |
|
Interest paid |
| 682,000 |
| - |
|
Reclassification loan from Dr. M. Rössler to AIRES loan |
| - |
| 1,740,796 |
|
Absorption of loans Josef Mettler and 4f capital ag by AIRES |
| 966,455 |
| - |
|
Transfer of loan Dr. Max Rössler to AIRES loan |
| 1,810,000 |
| - |
|
The accompanying notes are an integral part of these consolidated financial statements.
7
SUNVESTA, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2014
1. Corporate Information
In January 2005, the Company changed its business focus to the development of holiday resorts and investments in the hospitality and related industry. The Company has one major project in Costa Rica. For this project planning has been fully completed, all consents have been granted, excavation work had begun as of March 2013. The Company is still in process of completing the financing for the project and has not materialized any revenues yet. Since the financing of the project is not complete, the Companys activities are subject to significant risks and uncertainties.
These consolidated financial statements are prepared in US Dollars ($) on the basis of generally accepted accounting principles in the United States of America (US GAAP).
The accompanying unaudited interim consolidated financial statements have been prepared by management in accordance with the instructions in Form 10-Q and, therefore, do not include all information and footnotes required by generally accepted accounting principles and should, therefore, be read in conjunction with the Companys Form 10-K, for the year ended December 31, 2013, filed with the Securities and Exchange Commission. These statements do include all normal recurring adjustments which the Company believes necessary for a fair presentation of the statements. The interim results of operations are not necessarily indicative of the results to be expected for the full year ended December 31, 2014.
Except as indicated in the notes below, there have been no other material changes in the information disclosed in the notes to the financial statements included in the Companys Form 10-K for the year ended December 31, 2013, filed with the Securities and Exchange Commission.
2. Significant Accounting Policies
New accounting standards adopted
In June 2014, the FASB released ASU 2014-10 Accounting Standards Update 2014-10, Income Taxes Topic 915: Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The amendments in this Update eliminate the concept of a development stage entity (DSE) from US GAAP. This change rescinds financial reporting requirements that have historically applied by DSEs such as labeling financial statements as those of a DSE, providing inception to date information in the statements of income, cash-flows and shareholder equity and certain specific disclosures. This ASU has been early adopted by the Company as of April 1, 2014 and therefore for the current period ended September 30, 2014 as such early adoption is permitted for all financial statements that have not been issued or made available for issuance. This ASU had impact to the Companys consolidated financial statements, as the corresponding inception to date information, labeling financial statements as those of a DSE, etc. will no longer be provided.
8
SUNVESTA, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2014
3. GOING CONCERN
The Company is currently working on building a hotel in the Papagayo Gulf Tourism Project area of Guanacaste, Costa Rica.
The project is expected to open in the third quarter of 2016. Until the completion of the project, the following expenditures are estimated to be incurred:
| Expenditures | $ |
|
|
|
a. | Gross project cost | 208,000,000 |
b. | Less: Proceeds from sale of villas | (25,000,000) |
c. | Net project cost | 183,000,000 |
d. | Overhead expenses | 34,000,000 |
e. | Less: Recuperated in gross project cost | (12,000,000) |
f | Total, excluding other potential projects | 205,000,000 |
Sixty percent (60%) of the Net project cost is going to be financed by traditional mortgage loans, for which negotiations have been initiated. The remaining forty percent (40%) of the Net project cost, as well as non-recuperated overhead expenses are going to be financed by the main shareholders or lenders of the project, i.e. Zypam Ltd., shareholder and related entity to Mr. Josef Mettler, Mr. Hans Rigendinger, shareholder, Company director and chief operating officer, Mr. Max Rössler, controlling shareholder of Aires International Investment, Inc. and Company director, Mr. Josef Mettler, shareholder, Company director, chief executive officer and chief financial officer.
On July 16, 2012, certain principal shareholders of the Company or principal lenders to the project entered into a guaranty agreement in favor of SunVesta AG. The purpose of the guarantee is to ensure that until such time as financing is secured for the entire project that they will act as a guarantor to creditors to the extent of the projects on-going capital requirements. The guaranty agreement requires that within 30 days of receiving a demand notice, the guarantors are required to pay to SunVesta AG that amount required for on-going capital requirements, until such time as financing of the project is secured. The guaranty may not be terminated until such time as SunVesta AG has secured financing for the completion of the project.
Based on this guaranty agreement, management believes that available funds are sufficient to finance cash flows for the twelve months subsequent to September 30, 2014 and the filing date, though future anticipated cash outflows for investing activities will continue to depend on the availability of financing and can be adjusted as necessary.
9
SUNVESTA, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2014
4. CASH AND CASH EQUIVALENTS
Cash and cash equivalents are available to the Company without any restriction or limitation on withdrawal and/or use of these funds. The Companys cash equivalents are placed with financial institutions that maintain high credit ratings. The carrying amounts of these assets approximate their fair value.
Cash & cash equivalents | USD ($) | EURO | CHF | CRC | Total | Total |
original currency | 7,812 | 7,358 | 141,970 | 494,038 |
|
|
in $ | 7,812 | 9,334 | 149,222 | 906 | 167,274 | 629,673 |
USD ($) = US Dollar
EURO = Euro
CHF = Swiss Francs
CRC = Costa Rican Colón
5. RESTRICTED CASH
As of September 30, 2014, the Company has the following restricted cash positions:
Restricted Cash |
| September 30, $ |
| December 31, 2013 |
Credit Suisse in favor of |
| 134,465 |
| 142,657 |
HSBC in favor of |
| 370,000 |
| 372,205 |
Banco Nacional de Costa Rica in favor of the |
| 619,762 |
| 619,762 |
Banco National de Costa Rica in favor of the Costa Rican Tourism Board |
| 563,350 |
| 563,350 |
Gross |
| 1,687,577 |
| 1,697,974 |
Restricted cash positions in favor of Costa Rican Tourism Board and Costa Rican Environmental Agency SETANA are related to the hotel project in Costa Rica and therefore their release is not expected before finalization of the corresponding project. Due to this fact these restricted cash positions has been classified as long term.
The restricted cash position in favor of BVK Personalvorsorge des Cantons Zurich is a rental deposit related to a long-term lease contract for office space. Due to this fact, this restricted cash position is also classified as long term.
10
SUNVESTA, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2014
6. PROPERTY & EQUIPMENT
|
| September 30, 2014 |
| December 31, 2013 |
Land | $ | 19,700,000 |
| 19,700,000 |
IT Equipment |
| 185,846 |
| 185,846 |
Other equipment and furniture |
| 282,272 |
| 321,901 |
Leasehold improvements |
| 66,617 |
| 66,617 |
Vehicles |
| 139,000 |
| 74,000 |
Construction in-process |
| 30,210,470 |
| 23,404,599 |
Gross |
| 50,584,205 |
| 43,752,963 |
Less accumulated depreciation |
| (426,676) |
| (380,749) |
Net | $ | 50,157,528 |
| 43,372,214 |
Depreciation expenses for the year |
| 45,926 |
| 50,967 |
Property & equipment is comprised primarily of land held in Costa Rica that is currently being developed for hotels and capitalized project costs in connection with the Papagayo Gulf Tourism project. The land amounts to $19.7 million whereas $7 million relates to the concession held by Richland (~84,000 m2) and $12.7 million held by AdR (~120,000 m2). The latter was acquired through the acquisition of the shares of AdR whose only asset is the concession, which does not qualify as a business. Control over AdR was obtained on March 8, 2013. The previous down payments were reclassified to property and equipment. The Richland concession is a right to use the property for a specific period of time of 20 years, which thereafter will be renewed at no further cost, if the landholder is up to date with its obligations and if there is no significant change in government policies. The current concession expires in June 2022. The AdR concession is also a right to use the property for a specific period of time of 30 years, which thereafter will be renewed at no further cost, if the landholder is up to date with its obligations and if there is no significant change in government policies. The current concession, which was issued in 2006, expires in November 2036. For both properties concession extension requests for 30 years (Richland) respectively 15 years and 7 months (AdR) (up to the year 2052) have been filed during third quarter 2013. These extensions request have not been answered as of date of this report.
The construction in process amount that was spent up to September 30, 2014 and December 31, 2013, is represented primarily by architectural work related to the hotel and apartments and also to construction work, earth movements and retaining walls.
Deposit related to construction work
During the quarter ended September 30, 2014, main earthmoving groundwork has moved forward for which work the Company has paid several deposits to contractors. These deposits will be offset against invoices for such groundwork. As of September 30, 2014 and December 31, 2013, the Company has deposits of $798,312 and $650,685 respectively, which have not been set off.
Guaranty Retention
During the quarter ended September 30, 2014, main earthmoving groundwork has moved forward. Due to this, the Company received several invoices from contractors. The Company retained some amounts related to construction work. As soon as the Company officially accepts the corresponding work retention the retention will be paid. As of September 30, 2014 and December 31, 2013, the Company had guaranty retention in the amount of $0 and $179,719, which is stated in accrued expenses.
11
SUNVESTA, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2014
7. DOWN PAYMENTS FOR PROPERTY & EQUIPMENT
|
| September 30, 2014 |
| December 31, 2013 |
La Punta (neighboring piece of land) | $ | 2,369,816 |
| 2,369,816 |
Hotel Project Atlanta | $ | - |
| 1,573,957 |
Altos del Risco | $ | - |
| - |
Gross | $ | 2,369,816 |
| 3,943,773 |
Write off Hotel Project Atlanta | $ | - |
| (1,573,957) |
Total (net) | $ | 2,369,816 |
| 2,369,816 |
Agreement to Purchase a neighboring piece of land
On April 20, 2012, the Company entered into an agreement to purchase two additional concession properties located at Polo Papagayo, Guanacaste, with a total surface of approximately 230,000 square meters for a price of $22,895,806, whereof fifty percent was to be paid in cash and the other fifty percent in ten percent equity of La Punta (the concession properties in Polo Papagayo) and five percent in equity of Paradisus Papagayo Bay Resort & Luxury Villas (currently under construction), both located in Costa Rica. The payment schedule was as follows:
- | $0.5 million is required as a cash payment by May 16, 2012 |
- | $5.0 million is required as a cash payment by August 31, 2012 |
- | $5.698 million is required as a cash payment by January 31, 2013 |
- | Equity is required to be transferred upon final payment |
On November 13, 2012, the above agreement was amended to decrease the total purchase price to $17.2 million with no equity payment. The terms and conditions of the cash payment were to be defined. Furthermore, all payments by the Company to date and in the future are refundable. During the second quarter of 2013, the Company entered into a new, revised agreement for the purchase of two additional concession properties at Polo Papagayo, Guanacaste. The original contract as described above was cancelled and replaced by a new contract, which includes the following clauses:
- | The total purchase price is $17,500,000 of which $1,369,816 has been paid as of date of the new revised agreement and therefore $16,130,000 is outstanding as per date of the new, revised agreement. |
- | Since the original seller of these two additional concession properties at Polo Papagayo, Guanacaste owes a third party $8,000,000 the Company has to pay $8,000,000 of the purchase price directly to this third party instead of the original seller. The remaining $8,130,000 will be paid directly to the original seller of the concession properties. |
- | The payment schedule for these two additional concession properties at Polo Papagayo Guanacaste is as hereinafter: |
12
SUNVESTA, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2014
7. DOWN PAYMENTS FOR PROPERTY & EQUIPMENT - Continued
Agreement to Purchase a neighboring piece of land - continued
Third Party
- | $300,000 on May 4, 2013 which was paid on May 3, 2013 and is non-refundable |
- | $1,000,000 on June 30, 2013, which is refundable and $700,000 of this $1,000,000 was paid on October 29, 2013. The remaining $300,000 has not been paid as of the date of this report. |
- | $1,000,000 on July 31, 2013, which is refundable and has not been paid as of the date of this report. |
- | $1,000,000 on August 31, 2013 which is refundable and has not been paid as of the date of this report. |
- | $1,500,000 on September 30, 2013, which is refundable and has not been paid as of the date of this report. |
- | $1,500,000 on October 31, 2013, which is refundable and has not been paid as of the date of this report. |
- | $1,700,000 on November 30, 2013, which is refundable and has not been paid as of the date of this report. |
| $8,000,000 in total to Third Party |
Original Seller
- | $1,000,000 on January 31, 2014 which has not been paid as of the date of this and is non-refundable. |
- | $1,000,000 on February 28, 2014 which has not been paid as of the date of this and is non-refundable. |
- | $1,000,000 on March 31, 2014 which has not been paid as of the date of this and is non-refundable. |
- | $1,000,000 on April 30, 2014 which has not been paid as of the date of this and is non-refundable. |
- | $1,000,000 on May 31, 2014 which has not been paid as of the date of this and is non-refundable. |
- | $1,000,000 on June 30, 2014 which has not been paid as of the date of this and is non-refundable. |
- | $1,000,000 on July 31, 2014 which has not been paid as of the date of this and is non-refundable. |
| $1,130,000 on August 31, 2014 which has not been paid as of the date of this and is non-refundable. |
| $8,130,000 in total to Original Seller |
The Company is in default of its obligations under the purchase agreement as of the date of this report. However the Company is in negogiation with the seller to amend the original contract and purchase the land. The Company believes its refundable and non-refundable deposits can be used under the new contract. In the event that a new contract will not be reached, the Company could claim for the refundable amount of $2,069,816 out of the $2,369,816 deposit paid.
13
SUNVESTA, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2014
7. DOWN PAYMENTS FOR PROPERTY & EQUIPMENT - Continued
Hotel Project Atlanta
On September 19, 2012, the Company entered into a purchase agreement for a hotel and entertainment complex in Atlanta, Georgia (United States of America). The entire purchase amount of $26 million for the assets had no firm financing commitment. Further, anadditional amount of approximately $18 million for renovations would need to be invested in the hotel and entertainment complex. The Company was in negotiations with various parties to finalize a financing package for this project but was not been able to conclude the transaction by October 15, 2013. On October 15, 2013, a fifth-amendment to the agreement expired, causing the Company to default. Therefore amounts paid as non-refundable deposits and taxes related to the property of total $1,573,957 were expensed on October 16, 2013. The deposits and taxes paid were included in the line item Down payments for property and equipment in the Companys balance sheet and have been expensed to General and administrative expenses in the Consolidated Statements of Comprehensive Loss.
On October 28, 2013, the Company concluded a further amendment (sixth-amendment) with the counterparty. This sixth amendment includes the following clauses:
- | The Company has to pay $2,500,000 by November 12, 2013, to the counterparty as initial installment and to pay the remaining purchase price of $22,500,000 by January 31, 2014. As of the date of this report the Company has not paid the $2,500,000 nor the $22,500,000 and is in default without any further impacts for the Company |
- | Since November 12, 2013, the Company is obligated to pay 6% interest on the remaining, outstanding purchase price, which interest is also payable on January 31, 2014. |
- | If the Company does not close this transaction in accordance with the provisions in this sixth amendment, the Company will be entitled to a refund of those purchase price installments timely received by the counterparty. |
- | The deposit, the three extension fees and the 2013 taxes paid, with all interest payments as noted above, shall be deemed non-refundable. However, the deposit and the three extension fees in the total amount of $ 1,000,000 will be credited to the purchase price in the event of a successful closing.
|
On March 28, 2014, the Company decided not to continue with the project due to the changes in the conditions related to the acquisition and an inability to adjust a financing package to the new conditions. As part of the termination and to avoid potential litigation, the Company agreed to pay the counterparty EUR 100,000 (approximately $136,500) to settle any further obligation. The amount of EUR 100,000 (approximately $136,500) has been expensed within the first quarter 2014 and is included in other operating expenses. On April 7, 2014 the amount has been paid to the counterparty.
14
SUNVESTA, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2014
8. FAIR VALUE MEASUREMENT
The guidance on fair value measurements defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. This guidance also specifies a fair value hierarchy based upon the observability of inputs used in valuation techniques. Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed market assumptions. In accordance with this guidance, fair value measurements are classified under the following hierarchy:
Level 1 | Quoted prices for identical instruments in active markets. |
Level 2 | Quoted process for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs or significant value drivers are observable in active markets. |
Level 3 | Model derived valuations in which one or more significant inputs or significant value-drivers are unobservable. |
When available, we use quoted market prices to determine fair value, and we classify such measurements within Level 1. In some cases where market prices are not available, we make use of observable market based inputs to calculate fair value, in which case the measurements are classified within Level 2. If quoted or observable market prices are not available, fair value is based upon internally developed models that use, where possible, current market-based parameters such as interest rates, yield curves and currency rates. These measurements are classified within Level 3.
Fair value measurements are classified according to the lowest level input or value-driver that is significant to the valuation. A measurement may therefore be classified within Level 3 even though there may be significant inputs that are readily observable.
Fair value measurement includes the consideration of non-performance risk. Non-performance risk refers to the risk that an obligation (either by counterparty or us) will not be fulfilled. For financial assets traded in an active market (Level 1), the non-performance risk is included in the market price. For certain other financial assets and liabilities (Level 2 and 3), our fair value calculations have been adjusted accordingly.
As of September 30, 2014 and December 31, 2013, respectively, there are no financial assets or liabilities measured on a recurring basis at fair value.
In addition to the methods and assumptions we use to record the fair value of financial instruments as discussed above, we used the following methods and assumptions to estimate the fair value of our financial instruments:
15
SUNVESTA, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2014
8. FAIR VALUE MEASUREMENT - Continued
| Cash and cash equivalents carrying amount approximated fair value. |
| Restricted cash carrying amount approximated fair value |
| Receivables from related parties (current) carrying amount approximated fair value due to the short term nature of the receivables. |
| Accounts Payable carrying amount approximated fair value. |
| Note payable carrying amount approximated fair value due to the short term nature of the note payable. |
| Notes payable to related parties - Dr. M. Rössler (current) The fair value was calculated based on the underlying publically traded shares. However, the Company records the loan at nominal value. The Company does not have sufficient cash to repurchase the shares as of balance sheet date and hence repay the loans in shares. |
| Notes payable to related parties (current) carrying amount approximated fair value due to the short term nature of the notes payable. |
| EUR bond (old) carrying amount approximated fair value due to the short term nature of the EUR-Bond. |
| EUR- bonds The fair values of the bonds payable are classified as level 3 fair values. The fair values of the bonds have been determined by discounting cash flow projections discounted at the respective interest rates of 7.25% for EUR bonds, which represents the current market rate based on the creditworthiness of the Company. Hence, the carrying values approximate fair value. |
| CHF-bonds The fair values of the bonds payable are classified as level 3 fair values. The fair values of the bonds have been determined by discounting cash flow projections discounted at the respective interest rates of 7.25% for CHF bonds, which represents the current market rate based on the creditworthiness of the Company. Hence, the carrying values approximate fair value. |
| Notes payable to related parties Aires (non-current) The fair values of the notes payable to Aires International Investments Inc. is classified as level 3 fair values. The fair values of the notes were determined by discounting cash flow projections discounted at the respective interest rates of 7.25%, which represents the current market rate based on the creditworthiness of the Company. Hence, the carrying value approximates fair value.
|
The fair value of our financial instruments is presented in the table below:
| September 30, 2014 | December 31, 2013 |
| |||||||||||||||
|
| Carrying | Fair Value $ | Carrying | Fair Value
$ | Fair Value | Reference |
| ||||||||||
|
| Amount | Amount | Levels |
| |||||||||||||
Cash and cash equivalents | 167,274 |
|
| 167,274 | 629,673 |
|
| 629,673 |
| 1 | Note 4 |
| ||||||
Restricted cash | 1,687,577 |
|
| 1,687,577 | 1,697,974 |
|
| 1,697,974 |
| 1 | Note 5 |
| ||||||
Receivables from related parties Mettler (current) | 603,650 |
|
| 603,650 | 0 |
|
| 0 |
| 3 | Note 9 |
| ||||||
Receivables from related parties other (current) | 1,057,705 |
|
| 1,057,705 | 0 |
|
| 0 |
| 3 | Note 9 |
| ||||||
Accounts Payable | 5,713,261 |
|
| 5,713,261 | 7,063,070 |
|
| 7,063,070 |
| 1 | - |
| ||||||
Note payable | 3,633,460 |
|
| 3,633,460 | 2,000,000 |
|
| 2,000,000 |
| 1 | Note 16 |
| ||||||
Notes payable to related parties Dr. M. Rössler (current) | 835,389 |
|
| 744,322 | 938,890 |
|
| 833,715 |
| 1 | Note 9 |
| ||||||
Notes payable to related parties Rigendinger (current) | 1,976 |
|
| 1,976 | 600,000 |
|
| 600,000 |
| 3 | Note 9 |
| ||||||
Notes payable to related parties other (current) | 334,450 |
|
| 334,450 | 116,592 |
|
| 116,592 |
| 3 | Note 9 |
| ||||||
Notes payable to related parties Mettler (current) | 0 |
|
| 0 | 1,065,963 |
|
| 1,065,963 |
| 3 | Note 9 |
| ||||||
EUR-bond (old) | 0 |
|
| 0 | 5,786,248 |
|
| 5,786,248 |
| 3 | Note 11 |
| ||||||
EUR-bonds | 9,195,835 |
|
| 9,195,835 | 6,757,065 |
|
| 6,757,065 |
| 3 | Note 11 |
| ||||||
CHF-bonds | 24,568,788 |
|
| 24,568,788 | 8,558,443 |
|
| 8,558,443 |
| 3 | Note 11 |
| ||||||
Notes payable to related parties Aires (non-current) | 32,019,932 |
|
| 32,019,932 | 33,409,095 |
|
| 33,409,095 |
| 3 | Note 9 |
| ||||||
16
SUNVESTA, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2014
9. RECEIVABLES FROM AND PAYABLES TO RELATED PARTIES
Advances from (to) related parties are composed as follows:
| Receivables |
| Payables | |||||
| September 30, | December 31, |
| September 30, |
| December 31, | ||
| 2014 | 2013 |
| 2014 |
| 2013 | ||
1 | Hans Rigendinger | - |
| - |
| 1,976 |
| 600,000 |
2 | Josef Mettler | 603,650 |
| - |
| - |
| 1,065,963 |
3 | Adrian Oehler | - |
| - |
| - |
| 39,002 |
4 | Aires International | - |
| - |
| 32,019,932 |
| 33,409,095 |
5 | Dr. Max Rössler | - |
| - |
| 835,389 |
| 938,890 |
6 | 4f capital ag | 1,027,790 |
| - |
| - |
| 27,590 |
7 | Akyinyi Interior and Exterior Decoration | - |
| - |
| 140,000 |
| 50,000 |
8 | Global Care AG | - |
| - |
| 194,450 |
| - |
9 | Geoffrey Long | 29,915 |
| - |
| - |
| - |
Total excluding interest | 1,661,355 |
| - |
| 33,191,747 |
| 36,130,540 | |
Accrued interest | - |
| - |
| 3,341,175 |
| 1,693,166 | |
Total | 1,661,355 |
| - |
| 36,532,922 |
| 37,823,707 | |
of which non-current | 1,631,440 |
| - |
| 32,019,932 |
| 33,409,095 |
| Related party | Capacity | Interest Rate | Repayment Terms | Security |
1 | Hans Rigendinger | Shareholder, COO and Company board member | 3% | none | none |
2 | Josef Mettler | Shareholder, CEO, CFO and Company board member | 3% | none | none |
3 | Adrian Oehler | Shareholder and chairman of the board SunVesta AG (up to 1st quarter 2014) | 3%
| none
| none
|
4 | Aires International | *** see hereinafter *** | |||
5 | Dr. Max Rössler | *** see hereinafter *** | |||
6 | 4f capital ag | Company owned by Josef Mettler (see No. 2) | none | none | none |
7 | Akyinyi Interior and Exterior Decoration | Company owned by the wife of a Company board member | none | none | none |
8 | Global Care AG | Company owned by Dr. Max Rössler | none | none | none |
9 | Geoffrey Long | Head of Accounting The Americas | none | none | none |
17
SUNVESTA, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2014
9. RECeiVABLES FROM AND PAYABLE TO RELATED PARTIES - Continued
Loan agreement Aires International Investment Inc.
On July 27, 2011, SunVesta AG signed a loan agreement with Aires International Investments Inc. (Aires), a company owned by Mr. Rössler (a board member of the Company). The loan agreement was amended on May 11, 2012, on June 21, 2012 and on October 31, 2013.
The agreement includes the following main terms:
| All previous existing loan agreements including amendments between SunVesta Holding AG and Aires International Investment, Inc. will be cancelled and superseded by the new agreement, signed on October 31, 2013. |
| The loan shall not be due for repayment before December 31, 2015 but at the latest on December 31, 2020. |
| Both parties have the possibility, despite of the scheduled repayment dates, to resign the loan agreement with a notice period of 90 days subject to the subordination noted in the following. |
| The complete loan amount including further additions is subordinated. |
| Yearly interest on the loan is 7.25% and will be credited to the loan account on a quarterly basis, i.e. on March 31, June 30, September 30 and December 31. |
In addition, a fraction of the loan amounting to CHF 10,044,370 that was transferred from SunVesta Holding AG to the Company as of December 31, 2012, was clarified in a promissory note in October 2013 with the main terms being:
| The effective date is December 31, 2012. However, since the promissory note was only signed in October 2013 this is the relevant date for accounting purposes. |
| The principal amount together with any interest will be payable on December 31, 2015 (the maturity date) |
| The interest rate is 7.25%. |
| Any amount of principal or interest which is not paid when due shall bear interest at the rate of 10% per year from the due date until it is paid. |
| The following covenants have been agreed: (A) So long as the Company shall have any obligation under this Note, the Company shall not without Aires written consent (a) pay, declare or set apart for such payment, any dividend or other distribution (whether in cash, property or other securities) on shares of capital stock or (b) directly or indirectly or through any subsidiary make any other payment or distribution in respect of its capital stock. (B) So long as the Company shall have any obligation under this Note, the Company shall not without Aires written consent redeem, repurchase or otherwise acquire (whether for cash or in exchange for property or other securities or otherwise) in any one transaction or series of related transactions any shares of capital stock of the Company or any warrants, rights or options to purchase or acquire any such shares. |
18
SUNVESTA, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2014
9. RECEIVABLES FROM AND PAYABLE TO RELATED PARTIES Continued
Loan agreement Aires International Investment Inc continued
Additionally another fraction of the loan amounting to CHF 10,000,000 that was transferred from SunVesta Holding AG to the Company as of December 31, 2013, was clarified in a promissory note in March 2014, with the main terms being:
| The effective date is December 31, 2013. However, since the promissory note was only signed in March 2014 this is the relevant date for accounting purposes. |
| The principal amount together with any interest will be payable on December 31, 2015 (the maturity date) |
| The interest rate is 7.25%. |
| Any amount of principal or interest which is not paid when due shall bear interest at the rate of 10% per year from the due date until it is paid. |
| The following covenants have been agreed: (A) So long as the Company shall have any obligation under this Note, the Company shall not without Aires written consent (a) pay, declare or set apart for such payment, any dividend or other distribution (whether in cash, property or other securities) on shares of capital stock or (b) directly or indirectly or through any subsidiary make any other payment or distribution in respect of its capital stock. (B) So long as the Company shall have any obligation under this Note, the Company shall not without Aires written consent redeem, repurchase or otherwise acquire (whether for cash or in exchange for property or other securities or otherwise) in any one transaction or series of related transactions any shares of capital stock of the Company or any warrants, rights or options to purchase or acquire any such shares. |
Due to the transfer of fractions of the loan from SunVesta Holding AG to the Company foreign exchange gains or losses will be reflected through the income statement rather than in the comprehensive income (cumulative translation adjustment).
As of September 30, 2014 and December 31, 2013 the Company borrowed CHF 30.46 million (approximately $32.02 million) respectively CHF 31.12 million (approximately $33.41 million) from Aires and accrued interest of CHF 3.17 million (approximately $3.33 million) respectively CHF 1.59 million (approximately $1.69 million).
As of the date of this report the Company has borrowed CHF 28.87 million (approximately $ 30.34 million) from Aires.
Loan agreement Hans Rigendinger (current)
Hans Rigendinger gave the Company a short term loan based on the guarantee agreement. On this current loan, which has been contractually formalized on January 1, 2014, the Company has to pay 3% interest. As per September 30, 2014 and December 31, 2013, $1,976 (CHF 1,880) and $600,000 (CHF 532,300) respectively, of this short term loan remained due.
For the period ended September 30, 2014 and September 30, 2013, the Company expensed interest to Hans Rigendinger of $0 (CHF 0) and $0 (CHF 0) related to this current loan.
Additionally Hans Rigendinger and his wife have signed Bonds as per September 30, 2014 and December 31, 2013 in the nominal values of CHF 2,900,000 (approximately $3,048,000) and EUR 780,000 (approximately $989,000).
19
SUNVESTA, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2014
9. RECEIVABLES FROM AND PAYABLE TO RELATED PARTIES Continued
Loans Dr. Max Rössler
On June 7, 2012, Dr. Rössler (board member of the Company) gave a short term loan of $1.81 million that would have been repayable on May 30, 2013, or on demand within five working days. The Company is not required to pay any interest and can repay the loan either in cash or with the delivery of 10,000 shares of Intershop Holding AG, a publically traded entity, regardless of actual trading value on the date of delivery. The Company concluded on April 19, 2013, with Dr. Rössler and Aires an act of transfer. Based on this act of transfer the loan was transferred to Aires and the balance added to the existing loan agreement with Aires.
On July 24, 2012, Dr. Rössler gave a short term loan of $0.45 million that is repayable on May 30, 2014, or on demand within five working days. The Company is not required to pay any interest and can repay the loan either in cash or with the delivery of 10,000 shares of Schindler Holding AG, a publically traded entity, regardless of actual trading value on the date of delivery. The Company therefore might recognize a gain if the loan is repaid in Schindler Holding AG shares and the trading price of the shares is less than the amount due. On June 4, 2014, Dr. Rössler agreed to extend the due date to May 30, 2015. Based on the trading price for Schindler Holding AG shares on September 30, 2014, the Company would not have recognized a gain. Therefore the fair value of the loan is the carrying value of the loan.
On August 8, 2012, Dr. Rössler gave a further short term loan of $0.39 million that is repayable also on May 30, 2014, or on demand within five working days. The Company is not required to pay any interest and can repay the loan either in cash or with the delivery of 700 shares of Zug Estates Holding AG, a publically traded entity, regardless of actual trading value on the date of delivery. The Company therefore might recognize a gain if the loan is repaid in Zug Estates Holding AG shares and the trading price of the shares is less than the amount due. On June 4, 2014, Dr. Rössler agreed to extend the due date to May 30, 2015. Based on the trading price for Intershop Holding AG shares on September 30, 2014, the Company would have recognized a gain, which has not been recognized by the Company.
On March 1, 2013, Dr. Rössler gave a further short term loan of $0.05 million that is repayable on May 30, 2014, or on demand within five working days. The Company is not required to pay any interest and can repay the loan either in cash or with the delivery of 52,500 shares of Daetwyler Holding AG, a publically traded entity, regardless of actual trading value on the date of delivery. The Company therefore might recognize a gain if the loan is repaid in Daetwyler Holding AG shares and the trading price of the shares is less than the amount due.
20
SUNVESTA, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2014
9. RECEIVABLES FROM AND PAYABLE TO RELATED PARTIES Continued
Loan Global Care AG
During the three month period ended September 30, 2014, Global Care AG, loaned the Company $194,435 (CHF 185,000), which amount was repayable on October 31, 2014. The loan includes a fixed interest payment of $21,020 (CHF 20,000). As of the date of this report, both amounts are overdue. According to the agreement, there are no penalties for late payments.
Loan Josef Mettler
During the financial year 2013 Josef Mettler gave the Company a short term loan based on the guaranty agreement for which it paid3% interest that amounted to a payable of $1,065,963 (CHF 956,169).
For the three month period ended June 30, 2014, the loan payable changed into a loan receivable. OnAugust 15, 2014, Aires International Investments Inc. absorbed the Companys receivable from Mr.Mettler in the amount of $ 851,564 (CHF 741,852) by crediting the debt against the amount due from the Company to Aires.
For the three month period ended September 30, 2014 the loan payable changed again into a loan receivable inthe amount of $603,650 (CHF 574,313) from Josef Mettler. Subsequent to period end, on November 17, 2014, Aires International Investments Inc. absorbed the Companys receivable from Mr.Mettler by crediting the debt against the amount due from the Company to Aires.
For the three month period ended September 30, 2014 and September 30, 2013, the Company expensed interest to Josef Mettler of $0 (CHF 0) and $0 (CHF 0) respectively $0 (CHF 0) and and $0 (CHF 0) interest income related to this loan.
Receivables 4f capital ag
For the year ended December 31, 2013, the Company owed commissions to 4f capital ag $27,590 (CHF 24,748) for commissions.
For the three month period ended June 30, 2014, the Company pre-paid commissions and provided financing to 4f capital ag of $114,891 (CHF 102,301). On August 15, 2014, Aires International Investments Inc. absorbed the Companys receivable from 4f capital ag by crediting the debt against the amount due from the Company to Aires.
For the three month period ended September 30, 2014, the Company pre-paid commissions and provided financing to 4f capital ag of $1,027,790 (CHF 977,839). Subsequent to period end, on November 17, 2014, Aires International Investments Inc. absorbed the Companys receivable from 4f capital ag. by crediting the debt against the amount due from the Company to Aires.
For the three month periods ended September 30, 2014 and September 30, 2013, the Company expensed interest to 4f capital ag of $0 (CHF 0) and $0 (CHF 0) respectively $0 (CHF 0) and and $0 (CHF 0) interest income related to this loan.
21
SUNVESTA, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2014
10. RELATED PARTY TRANSACTIONS
Commissions paid to related parties
During the three months periods ended September 30, 2014, and September 30, 2013, the Company paid commissions to 4f capital ag in the amount of $19,550 and $68,400, respectively related to financing of the Company. During the nine months period ended September 30, 2014 and September 30, 2013 the Company paid commission to 4f capital ag in the amount of approximately $123,000 and $244,400 respectively.
4f capital ag is a company owned and directed by Mr. Mettler (board of director of the Company and CEO of the Company) that receives a commission of 1.5% for new funds that the Company receives based on consulting services rendered by 4f capital ag. These costs have been capitalized to debt issuance costs.
Service fees paid to Akyinyi Interior and Exterior Decoration
During the three months periods ended September 30, 2014, and September 30, 2013, the Company paid fees to Akyinyi Interior and Exterior Decoration a company owned by the wife of a member of the board of directors related to interior design of the Papagayo Gulf Tourism project in the amount of approximately $30,000 and $30,000 respectively. During the nine month periods ended September 30, 2014 and September 30, 2013 the Company paid to Akyinyi Interiors $90,000 and $90,000.
These costs have been capitalized to property and equipment. Until end of January 2015, the Company is committed to pay monthly $10,000 based on the contract with Akyinyi Interior and Exterior Decoration.
Consulting Fees to Cambridge Limited Corp.
During the three months periods ended September 30, 2014, and September 30, 2013, the Company paid fees to Cambridge Limited Corp. a company owned by the father in law of a member of the board of directors related to accounting and consulting services rendered in Costa Rica for the Company in the amount of approximately $43,500 and $0 respectively. During the nine month periods ended September 30, 2014 and September 30, 2013 the Company paid to Cambridge Limited Corp. $130,000 and $0.
22
SUNVESTA, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2014
11. BONDS
Description |
| EUR () bond old (repaid) |
| CHF bond I |
Issuer: |
| SunVesta Holding AG |
| SunVesta Holding AG |
Type of securities: |
| Bond in accordance with Swiss law |
| Bond in accordance with Swiss law |
Approval by SunVesta AG BOD: |
| May 12, 2010 |
| June 3, 2011 |
Volume: |
| Up to 25,000,000 |
| Up to CHF 15,000,000 |
Units: |
| 1,000 |
| CHF 50,000 |
Offering period: |
| 11/10/2010 04/30/2011 |
| 09/01/2011 02/28/2012 |
Due date: |
| November 30, 2013 |
| August 31, 2015 |
Issuance price: |
| 100 % |
| 100% |
Issuance day: |
| December 1, 2010 |
| September 1, 2011 |
Interest rate: |
| 8.25% p.a. |
| 7.25% p.a. |
Interest due dates: |
| November 30 of each year, the first time November 30, 2011 |
| August 31 of each year, |
Applicable law: |
| Swiss |
| Swiss |
Description |
| EUR () bond new I |
| CHF bond II (parallel) |
Issuer: |
| SunVesta Holding AG |
| SunVesta Holding AG |
Type of securities: |
| Bond in accordance with Swiss law |
| Bond in accordance with Swiss law |
Approval by SunVesta AG BOD: |
| October 31, 2013 |
| May 19, 2014 |
Volume: |
| Up to 15,000,000 |
| CHF 15,000,000 |
Units: |
| 10,000 |
| CHF 10,000 |
Offering period: |
| 11/07/2013 03/31/2014 |
| 05/01/2014 06/30/2014 |
Due date: |
| December 2, 2016 |
| August 31, 2015 |
Issuance price: |
| 100% |
| 100 % |
Issuance day:: |
| December 2, 2013 |
| September 01, 2013 (retroactive) |
Interest rate: |
| 7.25% p.a. |
| 7.25 % p.a. |
Interest due dates: |
| December 2, 2013 |
| August 31 |
Applicable law: |
| Swiss |
| Swiss |
23
SUNVESTA, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2014
11. BONDS - continued
Description |
| EUR () bond new II (parallel) |
|
Issuer: |
| SunVesta Holding AG |
|
Type of securities: |
| Bond in accordance with Swiss law |
|
Approval by SunVesta AG BOD: |
| May 19, 2014 |
|
Volume: |
| Up to EUR 15,000,000 |
|
Units: |
| EUR 10,000 |
|
Offering period: |
| 05/01/14 06/30/14 |
|
Due date: |
| December 02, 2016 |
|
Issuance price: |
| 100 % |
|
Issuance day:: |
| December 02, 2013 (retroactive) |
|
Interest rate: |
| 7,25 % p.a. |
|
Interest due dates: |
| December 02 |
|
Applicable law: |
| Swiss |
|
The nominal amounts have changed as follows:
CHF BOND I |
| CHF Bond |
| CHF Bond |
| 2014 |
| 2013 | |
| $ |
| $ | |
|
|
|
|
|
Balances January 1 |
| 8,558,443 |
| 5,689,364 |
Cash inflows |
| 5,231,203 |
| 2,650,882 |
Cash outflows |
| - |
| (52,424) |
Foreign currency adjustments |
| (526,056) |
| 528,145 |
Reclassifications to CHF Bond II |
| (2,147,983) |
|
|
Sub-total (Fair value) |
| 11,115,607 |
| 8,815,967 |
Discounts (commissions paid to bondholders) |
| (670,764) |
| (476,636) |
Accumulated amortization of discounts |
| 411,210 |
| 219,112 |
Unamortized discounts |
| (259,554) |
| (257,524) |
Balances September 30 and December 31 |
| 10,856,053 |
| 8,558,443 |
The reclassification was made from CHF bond I to CHF bond II. As CHF bond II has identical terms as CHF bond I, this reclassification is neither an extinguishment nor a modification.
As per date of this report the Company has realized a cumulative amount of CHF 10.80 million ($11.35 million) related to CHF Bond I.
24
SUNVESTA, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2014
11. BONDS - continued
|
| EUR-Bond (new) |
| EUR-Bond (new) |
|
| 2014 |
| 2013 |
|
| $ |
| $ |
|
|
|
|
|
Balances January 1, 2014 and December 31, 2013 |
| 6,757,065 |
| 0 |
Cash inflows |
| 1,524,938 |
| 6,603,097 |
Cash outflows |
| - |
| - |
Foreign currency adjustments |
| (645,005) |
| 153,968 |
Sub-total (Fair value) |
| 7,636,998 |
| 6,757,065 |
Discounts (commissions paid to bondholders) |
| (16,403) |
| - |
Amortization of discounts |
| 3,321 |
| - |
Unamortized discounts |
| (13,082) |
| - |
Balances September 30, 2014 and December 31, 2013 (Carrying value) |
| 7,623,916 |
| 6,757,065 |
As per date of this report the Company has realized a cumulative amount of
EUR 6.05 million ($7.67 million) related to the EURO Bond I.
EURO BOND I |
| EUR-Bond old |
| EUR-Bond old |
| 2014 |
| 2013 | |
| $ |
| $ | |
|
|
|
|
|
Balances January 1 |
| 5,786,248 |
| 14,216,707 |
Cash inflows |
| - |
| 792,740 |
Cash outflows |
| (5,729,712) |
| (9,727,189) |
Foreign currency adjustments |
| (56,536) |
| 503,991 |
Sub-total (Fair value) |
| - |
| 5,786,249 |
Discounts (commissions paid to bondholders) |
| (248,195) |
| (248,195) |
Amortization of discounts |
| 248,195 |
| 248,195 |
Unamortized discounts |
| - |
| - |
Balance September 30 and December 31 |
| - |
| 5,786,248 |
25
SUNVESTA, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2014
11. BONDS - Continued
CHF BOND II |
| CHF Bond II |
| CHF Bond II |
| 2014 |
| 2013 | |
| $ |
| $ | |
|
|
|
|
|
Balances January 1 |
| - |
| - |
Cash inflows |
| 12,912,402 |
| - |
Cash outflows |
| - |
| - |
Foreign currency adjustments |
| (589,360) |
| - |
Reclassifications from CHF Bond I |
| 2,147,983 |
| - |
Sub-total (Fair value) |
| 14,471,025 |
| - |
Discounts (commissions paid to bondholders) |
| (1,005,222) |
| - |
Accumulated amortization of discounts |
| 246,933 |
| - |
Unamortized discounts |
| (758,290) |
| - |
Balances September 30 and December 31 |
| 13,712,735 |
| - |
As per date of this report the Company has realized a cumulative amount of
CHF 14.71 million ($15.46 million) related to CHF Bond II.
EURO BOND NEW II |
| EUR-Bond new II |
| EUR-Bond new II |
| 2014 |
| 2013 | |
| $ |
| $ | |
|
|
|
|
|
Balances January 1 |
| - |
| - |
Cash inflows |
| 1,741,874 |
| - |
Cash outflows |
| - |
| - |
Foreign currency adjustments |
| (127,598) |
| - |
Sub-total (Fair value) |
| 1,614,276 |
| - |
Discounts (commissions paid to bondholders) |
| (50,555) |
| - |
Amortization of discounts |
| 8,197 |
| - |
Unamortized discounts |
| 42,357 |
| - |
Balances September 30 and December 31 |
| 1,571,918 |
| - |
As per date of this report the Company has realized a cumulative amount of EUR 1.39 million ($1.76 million) related to the EURO Bond new II.
26
SUNVESTA, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2014
12. PENSION PLAN
The Company maintains a pension plan covering all employees in Switzerland; it is considered a defined benefit plan and accounted in accordance with ASC 715 ("compensation - retirement benefits"). This model allocates pension costs over the service period of employees in the plan. The underlying principle is that employees render services rateably over this period, and therefore, the income statement effects of pensions should follow a similar pattern. ASC 715 requires recognition of the funded status, or difference between the fair value of plan assets and the projected benefit obligations of the pension plan on the balance sheet, with a corresponding adjustment to accumulate other comprehensive income. If the projected benefit obligation exceeds the fair value of plan assets, then that difference or unfunded status represents the pension liability.
The Company records a net periodic pension cost in the statement of operations. The liabilities and annual income or expense of the pension plan is determined using methodologies that involve several actuarial assumptions, the most significant of which are the discount rate and the long-term rate of asset return (based on the market-related value of assets). The fair values of plan assets are determined based on prevailing market prices.
Actuarial valuation
Net periodic pension cost has been included in the Companys results as follows:
Pension expense | Three months ended September 30, 2014 | Three months ended September 30, 2013 | Nine months ended September 30, 2014 | Nine months ended September 30, 2013 |
$ | $ | $ | $ | |
Current service cost | 14,147 | 13,632 | 42,442 | 40,670 |
Net actuarial (gain) loss recognized | (169) | (268) | (507) | (800) |
Interest cost | 1,494 | 1,181 | 4,481 | 3,523 |
Expected return on assets | (1,550) | (1,208) | (4,650) | (3,602) |
Employee contributions | (5,918) | (5,448) | (17,754) | (16,252) |
Net periodic pension cost | 8,004 | 7,889 | 24,011 | 23,539 |
During the three months periods ended September 30, 2014 and September 30, 2013 the Company made cash contributions of $5,918 and $16,500, respectively, to its defined benefit pension plan.
All of the assets are held under the collective contract by the plans re-insurer Company and are invested in a mix of Swiss and international bond and equity securities within the limits prescribed by the Swiss Pension Law.
The expected future cash flows to be paid by the Company in respect of employer contributions to the pension plan for the year ended December 31, 2014 are $5,918.
27
SUNVESTA, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2014
13. STOCK COMPENSATION
The Company has included share based remuneration based on SunVesta Inc. Stock Option Plan 2013 as part of the total remuneration in some new employment and board of directors contracts. Based on this stock option plan the Company has the possibility since January 1, 2013 to issue up to 50,000,000 common stock shares under the plan.
The purpose of these share based remuneration is to advance the interests of the Company by encouraging its employees to remain associated with the Company and assist the Company in building value. Such share based remuneration includes either shares or options to acquire shares of the Companys common stock.
For all employees fair value is estimated at the grant date. Compensation costs for unvested shares are expensed over the requisite service period on a straight-line-basis.
Share Grants Mr. Hans Rigendinger
On January 1, 2013 the Company issued 3,500,000 common shares, valued at $0.08 which has been the share price and therefore the fair value on grant date, to Hans Rigendinger in connection with his employment agreement of even date as so-called signing bonus. Additionally the Company granted 2,500,000 common shares as a retention award for each completed year of employment (e.g. first time as per January 1, 2014). The employment contract has been concluded for three years with an additional bilateral option for another two years. Therefore in total the Company could be requested to issue maximal 12,500,000 common shares up to January 1, 2018 to Hans Rigendinger related to this retention bonus. The 2,500,000 common shares vested were not issued as of September 30, 2014 and the date of this filing.
Share Grants Dr. Max Rössler
On July 3, 2013 the Company granted 3,000,000 common shares, valued at $0.07 which has been the share price and therefore the fair value on grant date, to Dr. Max Rössler in connection with his election to the board of directors as so-called signing bonus. These shares were officially issued on October 15, 2013.
Share Grants Mr. Josef Mettler
On July 4, 2013 the Company granted 5,000,000 common shares, valued at $0.07 which has been the share price and therefore the fair value on grant date, to Josef Mettler in connection with his employment agreement as so-called signing bonus. These shares were officially issued on October 15, 2013. Additionally the Company granted 3,000,000 common shares as a retention award for each completed year of employment (e.g. first time as per July 4, 2014). The employment contract has been concluded for three years with an additional bilateral option for another two times two year periods, but not longer than December 31, 2020. Therefore, in total the Company could be requested to issue maximal 21,000,000 common shares up to December 31, 2020, to Josef Mettler related to his retention bonus. The 3,000,000 common shares vested were not issued as of September 30, 2014 and the date of this filing.
28
SUNVESTA, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2014
13. STOCK COMPENSATION - Continued
Share Grants Mr. José María Figueres Olsen
On March 10, 2014, the Company authorized the issuance of 500,000 common shares, valued at $0.10 which has been the share price and therefore the fair value on grant date, to José María Figueres Olsen in connection with his appointment to the board of directors. These shares were not issued as per balance sheet date and also not as per date of this report. Additionally, the Company agreed to a retention award of 200,000 common shares for each fully completed year of service, which initial year would be completed on March 10, 2015. Therefore the Company may be obligated to issue an additional 200,000 common shares on March 10, 2015, to José María Figueres Olsen related to his retention award.
Share Grants Mr. Howard M. Glicken
On March 10, 2014, the Company authorized the issuance of 500,000 common shares, valued at $0.10 which has been the share price and therefore the fair value on grant date, to Howard M. Glicken in connection with his appointment to the board of directors. These shares were not issued as per balance sheet date and also not as per date of this report. Additionally, the Company agreed to a retention award of 200,000 common shares for each fully completed year of service, which initial year would be completed on March 10, 2015. Therefore the Company may be obligated to issue an additional 200,000 common shares on March 10, 2015, to Howard M. Glicken related to his retention award.
Share Grants Summary
Based on these contracts the Company has included the following stock-based compensation in the Companys results:
Stock-based compensation (shares) | Three months | Three months | Nine months | Nine months |
|
|
|
|
|
Shares granted | 46,400,000 shares | 29,000,000 shares | 46,400,000 shares | 45,000,000 shares |
Fair Value respectively market price on grant date | $0.0744 | $0.0700 | $0.0744 | $0.0734 |
Total maximal expenses (2013-2020) | $3,450,000 | $2,030,000 | $3,450,000 | $3,310,000 |
Shares vested | 18,000,000 shares | 8,000,000 shares | 18,000,000 shares | 11,500,000 shares |
Unvested shares | 28,400,000 shares | 21,000,000 shares | 28,400,000 shares | 33,500,000 shares |
A total of 6,500,000 common shares vested were not issued as per balance sheet date and also not as per date of this report.
29
SUNVESTA, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2014
13. STOCK COMPENSATION Continued
As of September 30, 2014, the Company expects to record compensation expense in the future up to $1,875,166 as follows:
Stock-based compensation (shares) | Year ending December 31, | ||||||
Through December 31, 2014 $ |
2015 $ |
2016 $ |
2017 $ |
2018 $ |
2019 $ |
2020 $ | |
Unrecognized compensation expense | 112,500 | 417,666 | 410,000 | 410,000 | 210,000 | 210,000 | 105,000 |
Stock Options Mr. Hans Rigendinger
The Company granted to Hans Rigendinger, in connection with his employment contract, 10,000,000 options on January 1, 2013. Each option entitles Mr. Rigendinger to buy one Company share at a strike price of $0.05. These options will be vested in two identical installments (installment A and B) of 5,000,000 options.
For installment A, is required to complete a financing arrangement with a specific counterparty. As of grant date, the fair value was $300,000. As of July 4, 2013, the Company assessed that this financing arrangement with the specific counterparty will not be completed. Therefore the Company assessed the probability of completion to be zero and therefore no expense has been recognized for the stock options with installment A up to July 4, 2013. On July 4, 2013, the Company authorized a revised stock option agreement with Hans Rigendinger. This revised agreement does not longer require that the financing arrangement needs to be concluded with a specific counterparty. Therefore the options could be vested if such financing arrangement (so-called main financing arrangement for Paradisus Papagayo Bay Resort & Luxury Villas) has been concluded with any counterparty. As of date of the revised stock option agreement (July 4, 2013) the fair value was $246,000. Installment A granted to Mr. Rigendinger was modified on July 4, 2013, since the initial performance condition was improbable to be met. Since the modification changed the expectation that the options will ultimately vest and no expense had been recognized for the original award, the fair value of the modified award has been expensed on a straight line basis over the expected vesting period.
For installment B, it is required that Meliá assumes management responsibilities for Paradisus Papagayo Bay Resort & Luxury Villas. As of grant date the fair value was $340,000 and the company estimated that Meliá assumes responsibility as of July 1, 2015. As of March 6, 2014 the company still assesses the probability that this performance condition will be met at 100%, but the date the performance condition will be achieved was postponed to the fourth quarter 2015, as the opening date was postponed. As of September 19, 2014, the estimated opening date was postponed to the third Quarter 2016. The company still assessed the probability that this performance condition will be met at 100%. Hence, the remaining fair value of the award will be expensed on a straight-line basis over the recalculated expected remaining vesting-period.
30
SUNVESTA, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2014
13. STOCK COMPENSATION Continued
Stock Options Dr. Max Rössler
The Company granted to Dr. Max Rössler, in connection with his appointment to the board of directors, 10,000,000 options on July 3, 2013. Each option entitles Mr. Rössler to buy one Company share at a strike price of $0.05. These options will be vested in two identical installments (installment A and B) of 5,000,000 options.
For installment A (5,000,000 options), it is required to complete a financing arrangement (main financing arrangement for Paradisus Papagayo Bay Resort & Luxury Villas). As of grant date, the fair value was $ 249,835. The company has expensed the total fair value on a straight-line basis over the expected vesting period.
For installment B (5,000,000 options), it is required that Meliá assumes management responsibilities for Paradisus Papagayo Bay Resort & Luxury Villas. As of grant date the fair value was $258,210 and the company estimated that Meliá assumes responsibility as of July 1, 2015. As of March 6, 2014 the company still assesses the probability that this performance condition will be met at 100%, but the date the performance condition will be achieved was postponed to the fourth quarter 2015, as the opening date was postponed. As of September 19, 2014, the estimated opening date was postponed to the third Quarter 2016. The company still assessed the probability that this performance condition will be met at 100%. Hence, the remaining fair value of the award will be expensed on a straight-line basis over the recalculated expected remaining vesting-period.
Stock Options Mr. Josef Mettler
The Company granted to Josef Mettler, in connection with his employment contract, 12,000,000 options on July 4, 2013. Each option entitles Mr. Mettler to buy one Company share at a strike price of $0.05. These options will be vested in three installments. Installment A includes 3,000,000 options, installment B 4,000,000 options and installment C 5,000,000 options.
For installment A (3,000,000 options), it is required to complete a financing arrangement (bridge financing). As of grant date the fair value was $149,000. The Company has expensed the total fair value on a straight-line basis over the expected vesting period.
For installment B (4,000,000 options), it is required to complete a financing arrangement (main financing arrangement for Paradisus Papagayo Bay Resort & Luxury Villas). As of grant date the fair value was $200,000. The Company has expensed the total fair value on a straight-line basis over the expected vesting period.
For installment C (5,000,000 options), it is required that Meliá assumes management responsibilities for Paradisus Papagayo Bay Resort & Luxury Villas. As of grant date the fair value was $258,000 and the company estimated that Meliá assumes responsibility as of July 1, 2015. As of March 6, 2014 the company still assesses the probability that this performance condition will be met at 100%, but the date the performance condition will be achieved was postponed to the fourth quarter 2015, as the opening date was postponed. As of September 19, 2014, the estimated opening date was postponed to the third Quarter 2016. The company still assessed the probability that this performance condition will be met at 100%. Hence, the remaining fair value of the award will be expensed on a straight-line basis over the recalculated expected remaining vesting-period.
31
SUNVESTA, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2014
13. STOCK COMPENSATION Continued
Stock Options Summary
A summary of stock options outstanding as per September 30, 2014 is as follows (for the previous year no stock options have been granted):
Options outstanding | Number of Options | Weighted average exercise price | Weighted average remaining contractual life |
|
|
|
|
Outstanding January 1, 2014 | 32,000,000 | $ 0.05 | 8.92 years |
Granted | - |
|
|
Exercised | - |
|
|
Forfeited or expired | - |
|
|
Outstanding September 30, 2014 | 32,000,000 | $ 0.05 | 8.67 years |
Exercisable September 30, 2014 | - |
|
|
The following table depicts the Companys non-vested options as of September 30, 2014 and changes during the period:
Non-vested options | Shares under Options | Weighted average grant date fair value |
|
|
|
Non-vested at December 31, 2013 | 32,000,000 | $ 0.053 |
Non-vested-granted | - | - |
Vested | - | - |
Non-vested, forfeited or cancelled | - | - |
Non-vested at September 30, 2014 | 32,000,000 | $ 0.053 |
Under the provisions of FASB ASC Topic 718, the Company is required to measure and recognize compensation expense related to any outstanding and unvested stock options previously granted, and thereafter recognize, in its consolidated financial statements, compensation expense related to any new stock options granted after implementation using a calculated fair value based option-pricing model. The Company uses the Black-Scholes option-pricing model to calculate the fair value of all of its stock options and its assumption are based on historical and or if available market information. The following assumptions were used to calculate the compensation expense and the calculated fair value of stock options granted:
Assumption | September 30, 2014 | September 30, 2013 |
|
|
|
Dividend yield | None | None |
Risk-free interest rate used (average) | 1.00% | 1.62% |
Expected market price volatility | 80.00% | 80.00% |
Average expected life of stock options | 5.625 years | 5.625 years |
The computation of the expected volatility assumption used in the Black-Scholes calculation for new grants is based on historical volatilities of a peer group of similar companies in the same industry. The expected life assumptions are based on underlying contracts.
32
SUNVESTA, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2014
13. STOCK COMPENSATION - Continued
Stock Options Summary - Continued
As of September 30, 2014, the Company had unrecognized compensation expenses related to stock options currently outstanding, to be recognized in future quarters respectively years as follows:
Stock-based compensation (options) | Through to December 31, 2014 | Year ending December 31, 2015 | Year ending December 31, 2016 |
|
$ | $ | $ |
| |
|
|
|
|
|
Unrecognized compensation expense | 43,378 | 173,510 | 130,133 |
|
14. SUMMARY OF SHARE AND OPTION COMPENSATION EXPENSE
The Company recorded the following amounts related to stock based compensation expense during the periods ended September 30, 2014 respectively September 30, 2013:
Summary of share and option based compensation expense | Three months September 30, 2014 $ | Three months September 30, 2013 $ | Nine month September 30, 2014 $ | Nine month September 30, 2013 $ |
Share grants (see Note 13 for details) | 112,500 | 662,500 | 429,833 | 1,042,500 |
Option grants (see Note 13 for details) | 69,404 | 403,562 | 517,565 | 483,563 |
Total | 181,904 |
1,066,062 |
947,398 |
1,526,063 |
15. FUTURE LEASE COMMITTMENTS
On December 1, 2012, the Company entered into a lease agreement for the premises for its Swiss office with an unrelated entity. The annual rental expense amounts to approximately $130,000 on a fixed term expiring on December 31, 2017.
33
SUNVESTA, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2014
16. NOTE PAYABLE
|
| September 30, 2014 $ |
| December 31, 2013 $ |
Promissory note |
| 2,000,000 |
| 2,000,000 |
Specogna Holding AG |
| 735,758 |
| - |
R. Weimar (private investor) |
| 330,117 |
| - |
B. Wernli (private investor) |
| 567,585 |
| - |
Total |
| 3,633,460 |
| 2,000,000 |
Promissory Note
As part of the completion of the purchase of AdR on March 9, 2013, the parties have agreed that a remaining part of the purchase price of $2,000,000 are converted into a non interest bearing and uncollateralized loan payable which was originally due for payment on March 8, 2014. On February 19, 2014 the Company agreed with the counterparty to prolong the due date for the note payable up to February 19, 2015.
Loan Specogna Holding AG
On May 15, 2014 the Company entered into a short term loan agreement for CHF 1.0 million (approximately $ 1.12 million) with Specogna Holding AG. This loan was repayable on July 31, 2014, and beared a lump remuneration as interest of CHF 30,000 (approximately $33,000). This loan is secured with individual and joint liability by Dr. Max Rössler, Mr. Josef Mettler and Mr. Hans Rigendinger. This loan was repaid on August 7, 2014.
On September 16, 2014 the Company entered into a new short term loan agreement for CHF 700,000 (approximately $736,000) with Specogna Holding AG. This loan was repayable on October 31, 2014, and beared a lump remuneration as interest of CHF 30,000 (approximately $32,000). This loan is secured with individual and joint liability by Dr. Max Rössler, Mr. Josef Mettler and Mr. Hans Rigendinger. As of the date of this report, both amounts are overdue. According to the agreement, there are no penalties for late payments.
Loan R. Weimar (private investor)
On May 23, 2014 the Company entered into a short term loan agreement for approx. EUR 310,000 (approx. USD 393,000) with Roland Weimar. This loan is repayable with 5 instalments, (4 times EUR 70,000, 1 time EUR 30,000) the latest one being due on June 1, 2015. The interest rate is 2 % p.a.
Loan B. Wernli (private investor)
On September 16, 2014 the Company entered into a short term loan agreement for CHF 540,000 (approx. USD 568,000) with Bruno Wernli. There is a lump remuneration as interest of CHF 50,000 (approx. USD 53,000). This loan including bonus was repayable on October 31, 2014. As of the date of this report, both amounts are overdue. According to the agreement, there are no penalties for late payments.
34
SUNVESTA, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2014
17. OPENING DATE Paradisus Papagayo Bay Resort & Luxury Villas
The Company decided during August and September 2014 to split the Paradisus project into two independent project development and financing phases. Phase I is the development of Vista Mar (Altos del Risco S.A) and Phase II is the development of Vista Bahia (Rich Land Investments Ltda.). This decision has been made due to certain delays in the earth movement work on Vista Bahia, which has been caused by an environmental dispute, submitted to SETENA (Secretaria Tecnica Nacional Ambiental) a few weeks ago, between the owner of one of our neighbor properties (Condovac) and the Company. The dispute has since been resolved positively in favor of the Company. Nevertheless the dispute has caused a delay of approximately 3 months. In order to prevent further delays and to start construction on Vista Mar, the Company decided to split the construction and the financing into these aforementioned phases.
Despite the fact that the overall project is going to be financed and executed in two sub-projects, the aim is to open both of them simultaneously during the 3rd quarter 2016. This objective is realistic as the first started Vista Mar (Family Concierge) sub-project (including conference centre and other facilities) is significantly larger than the Vista Bahia (Royal Service) project. In terms of number of rooms the ratio is 243 vs 139. The ratio of gross investment cost is $141 million vs. $67 million.
On June 02, 2014, the Company amended its agreement with Meliá (6th addendum to the management agreement of March 8, 2011) to postpone the opening date as follows:
- The construction of the Paradisus will be completed by November 15, 2015
- Should the Paradisus not be completed by November 15, 2015, (subject to force majeure) and should an extension date not be agreed, subsequent to November 15, 2015, the Company will be obligated to pay Meliá a daily amount of $2,000 as liquidated damages.
- Should the Company be unable to complete the construction of the Paradisus by February 15, 2016, Meliá, can terminate the management agreement obligating the Company to compensate Meliá in the amount of $5,000,000 unless the respective parties agree to extend such date.
Meliá Hotels International has been informed about the new delay and the management company has indicated its intention to sign a seventh addendum with an opening date in the third quarter 2016. Meliá Hotels International has been informed about the new delay. Management believes that the agreement with Meliá Hotels International can be amended to postpone the opending date to the third quarter 2016, but there can be no assurance. If the agreement would not be amended the company will have the obligation to pay the above penatlites.
35
SUNVESTA, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2014
18. MANGEMENT AGREEMENT WITH MELIA HOTELS & RESORTS
In March 2011, the Company concluded a management agreement for the management of the planned resort in Guanacaste, Costa Rica. This agreement has included a clause saying that if SunVesta AG were not able to conclude the purchase of the related property by November 30, 2011, then a penalty of $1 million would become due to Sol Meliá, S.A. Therefore the Company has recorded a liability in accrued expenses in the full amount as of December 31, 2011, with the corresponding expense, which was recorded in general and administrative expense in the year ended December 31, 2011. On March 3, 2012, the deadline to pay the penalty of $1 million was extended by Sol Meliá, S.A. to June 30, 2012. On June 30, 2012, neither the whole penalty nor a part of the penalty was paid. Therefore the deadline to pay the penalty of $1 million was extended on June 30, 2012, up to August 31, 2012. Neither on August 31, 2012, nor on December 31, 2012, was the whole penalty or a part of the penalty was paid although the deadline of August 31, 2012, to pay the penalty of $1 million was expired. Hence, the penalty of $1 million remained in accrued expenses as of December 31, 2012.
On February 5, 2013, the Company extended the deadline to complete the purchase of the property pursuant to the terms of the management agreement with Sol Meliá, S.A., to March 15, 2013, and agreed that the penalty of $1 million would be waived if the purchase was completed by March 15, 2013. The purchase of the property was finally concluded on March 9, 2013. Since the Company concluded the purchase of the property within the extension period the penalty otherwise payable to Sol Meliá, S.A. and the corresponding allowance was eliminated as of March 9, 2013. Therefore, the Company released the accrual of $1 million related to this transaction in the three months period ended March 31, 2013.
36
SUNVESTA, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2014
19. EARNINGS PER SHARE
Basic earnings per share are the result of dividing the Companys net income (or net loss) by the weighted average number of shares outstanding for the contemplated period. Diluted earnings per share are calculated applying the treasury stock method. When there is a net income dilutive effect all stock-based compensation awards or participating financial instruments are considered. When the Company posts a loss, basic loss per share equals diluted loss per share. The following table depicts how the denominator for the calculation of basic and diluted earnings per share was determined under the treasury stock method.
Earnings per share | Three-month period ended September 30, 2014 | Nine-month period ended September 30, 2014 | Three-month period ended September 30, 2013 | Nine-month period ended September, 30 2013 |
|
|
|
|
|
Company posted | Net loss | Net loss | Net loss | Net loss |
Basic weighted average shares outstanding | 89,942,702 | 87,746,731 | 75,541,600 | 74,111,642 |
Dilutive effect of common stock equivalents | None | None | None | None |
Dilutive weighted average shares outstanding | 89,942,702 | 87,746,731 | 75,541,600 | 74,111,642 |
A total of 6,500,000 common shares vested were not issued as per balance sheet date and included in the basic weighted average shares outstanding.
The following table shows the number of stock equivalents that were excluded from the computation of diluted earnings per share for the respective period because the effect would have been anti-dilutive.
Earnings per share | Three-month period ended September 30, 2014 | Nine-month period ended September 30, 2014 | Three-month period ended September 30, 2013 | Nine-month period ended September, 30 2013 |
|
|
|
|
|
Conversion feature loan to Aires International Investment Inc. (Options) | - | - | 10,818,437 | 10,818,437 |
Options to Hans Rigendinger | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 |
Options to Dr. M. Rössler | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 |
Options to Josef Mettler | 12,000,000 | 12,000,000 | 12,000,000 | 12,000,000 |
Total Options | 32,000,000 | 32,000,000 | 42,818,437 | 42,818,437 |
|
|
|
|
|
Shares to Hans Rigendinger | 10,000,000 | 10,000,000 | 12,500,000 | 12,500,000 |
Shares to Josef Mettler (retention award) | 18,000,000 | 18,000,000 | 21,000,000 | 21,000,000 |
Shares to Howard M. Glicken (retention award) | 200,000 | 200,000 | - | - |
Shares to Jose Maria Figueres Olsen (retention award) | 200,000 | 200,000 | - | - |
Total Shares | 28,400,000 | 28,400,000 | 33,500,000 | 33,500,000 |
|
|
|
|
|
Total Options and Shares | 60,400,000 | 60,400,000 | 76,318,437 | 76,318,437 |
37
SUNVESTA, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2014
20. GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses according consolidated statement of comprehensive loss include:
General and administrative expenses | Three-month period ended September 30, 2014 $ | Nine-month period ended September 30, 2014 $ | Three-month period ended September 30, 2013 $ | Nine-month period ended September, 30 2013 |
Rental & related expenses | 43,949 | 133,055 | 44,283 | 124,918 |
Audit | 2,540 | 185,941 | - | 89,694 |
Consulting | 359,038 | 1,391,920 | 330,348 | 997,376 |
Marketing, Investor & public relations | 29,514 | 65,460 | 26,109 | 79,021 |
Travel expenses | 164,980 | 347,549 | 127,708 | 488,932 |
Personnel costs including social securitys costs and share based remuneration | 483,423 | 1,888,503 | 1,448,051 | 2,452,609 |
Various other operating expenditures | 195,498 | 689,867 | 238,381 | 478,244 |
|
|
|
|
|
Total according statement of comprehensive loss | 1,278,941 | 4,702,296 | 2,214,880 | 4,714,583 |
21. SUBSEQUENT EVENTS
Management has evaluated subsequent events after the balance sheet date, through the issuance of the financial statements, for appropriate accounting and disclosure. The Company has determined that there were no such events that warrant disclosure or recognition in the financial statements, except for the below:
The status of financing Vista Mar and Vista Bahia is as follows:
Banco Nacional de Costa Rica (BNCR) signed a credit offer for a loan commitment of $50 million for Phase I Vista Mar on October 28, 2014, subject to legal, project, financial and technical requirements. Meanwhile, the Company is in negotiations with another lender for the amount of $40 million to finance the other significant portion of the Vista Mar development. The remaining amount needed of approximately $20 million will have to be financed through additional debt or equity.
Further, the Company has started negotiations for the financing of Vista Bahia.
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Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Managements Discussion and Analysis of Financial Condition and Results of Operations and other parts of this quarterly report contain forward-looking statements that involve risks and uncertainties. Forward-looking statements can be identified by words such as anticipates, expects, believes, plans, predicts, and similar terms. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include but are not limited to those discussed in the subsection entitled Forward-Looking Statements and Factors That May Affect Future Results and Financial Condition below. The following discussion should be read in conjunction with our financial statements and notes hereto included in this report. All information presented herein is based on our three and nine month periods ended September 30, 2014 and September 30, 2013. Our fiscal year end is December 31.
Discussion and Analysis
Business Overview
We are in the process of developing high-end luxury hotels and resorts worldwide. Our initial focus is concentrated on offering luxury hotel products located in attractive, top-class coastal vacation destinations in countries such as Costa Rica that are fast emerging as popular tourist destinations. Each prospective development takes into consideration country specific conditions and general considerations that include the stability of local political conditions, geologically useful cultivability, and the types of destinations that attract a five-star clientele. Once identified as eligible, prospective developments are compared against a validation checklist and then, if warranted, subjected to a substantial due diligence process. Since location is the key to the success of any tourist based luxury real estate project, each development will be carefully considered during the eligibility process.
Initial Development
Our initial real estate development, to be constructed in two phases as Vista Mar (Family Concierge) and Vista Bahia (Royal Service), on 20.5 hectares of prime land located in Guanacaste Province, Costa Rica, will comprise the Paradisus Papagayo Bay Resort & Luxury Villas, a five star luxury hotel. The determination to split the project into phases was taken in response to unanticipated delays associated with earth movement and an unrelated environmental dispute with a neighbor at the Vista Bahia location. The environmental dispute was submitted to SETENA (Secretaria Tecnica Nacional Ambiental) for adjudication and has since been decided in favor of the Company. However, while these delays were ongoing, management determind to continue forward with the Vista Mar development phase of the project rather than further delay the entire development. The Paradisus Papagayo Bay Resort & Luxury Villas is scheduled to open in the 3rd quarter of 2016, subject to the procurement of the requisite financing.
Specifications
Paradisus Papagayo Bay Resort & Luxury Villas initial specifications are to be as follows:
| eco-luxury all-inclusive resort |
| 382-keys |
| direct beach access |
| five restaurants and five bars |
| Yhi Spa and Health Club |
| Paradisus adults-only Royal Service level of accommodations |
| Paradisus Family Concierge program |
| 19,000 square feet of meeting facilities with the business traveler in mind |
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Vista Mar Phase I
Family Concierge
The Family Concierge will be the family orientated part of the ParadisusPapagayo Bay Resort & Luxury Villas. The accommodations will be designed to satisfy the needs of the modern family.
The Family Concierge area will include:
| 166 Junior Suites Deluxe | (47* square meters) |
| 34 Suites Deluxe | (87* square meters) |
| 33 Suites Premium | (93* square meters) |
| 6 Handicapped Junior Suites Deluxe | (47* square meters) |
| 1 Bridal Suites | (93* square meters) |
| 2 Deluxe Suites Presidential | (88* square meters) |
| 1 Presidential Suite | (194* square meters) |
* | Room size does not include balconies and terraces. |
|
All ground floor suites will have direct access to swim-up pools. Each of the suites will have a full view of the sea. Family Concierge guests will furthermore have access to restaurants, bars, and lounges. The intended Onyx Night Club and the Gabi Club will be located near the beach.
Vista Bahia Phase II
Royal Service
Our Royal Service will include an extensive range of services such as butler service, private pools for each Garden Villa and/or a Jacuzzi in every suite.
The Royal Service area will include:
| 108 Junior Suites Grand Deluxe | (43-60* square meters) |
| 2 Junior Suites Grand Deluxe for Handicapped Guests | (53* square meters) |
| 6 Grand Master Suites | (87* square meters) |
| 2 Deluxe Suites Presidential | (60 square meters) |
| 1 Grand Presidential Suite (4 bedrooms) | (145* square meters) |
| 20 one or two bedroom Garden Villas | (91212* square meters) |
* | Room size does not include balconies and terraces. |
|
All ground floor suites will have direct access to swim-up pools. Each of the suites and villas will have a full view of the sea. Royal Service guests will furthermore have access to restaurants, bars, lounges, fitness equipment, spas and outside massage areas.
The Paradisus Papagayo Bay Resort & Luxury Villas will feature other highlights including:
| over 65 private, swim up and resort pools including the worlds second largest Infinity Pool all within idyllic landscaped grounds |
| a wedding chapel with a stunning ocean view |
| rain forest walkways that permit guests to experience the flora and fauna of the rain forest |
| a multipurpose convention hall with over 2,000 square meters of space that can be utilized as a whole or divided to create smaller meeting rooms |
| a full service spa committed to providing for the wellbeing of our guests. The spa will be located with a 180 degree sea view within approximately 1,000 square meters that will include 12 large treatment rooms, a hairdresser, relaxation areas, pools, saunas and steam rooms |
| the 20 private villas will be located within the Royal Service area of the resort. The present intention being that these villas will be sold to individuals who will then let them back to the resort when not occupied by the owners. |
40
Management
Overall project development is led by Josef Mettler, our chief executive officer, Charles Fessel, project director Paradisus Papagayo Bay Resort & Luxury Villas, Hans Rigendinger, chairman of the board and chief operating officer of SunVesta AG and Ernst Rosenberger, the Companys corporate controller. The lead architect is Ossenbach, Pendones & Bonilla, one of Costa Ricas largest architectural offices with over 45 architects and designers. Civil engineering services are provided by DEHC Engineers and structural engineering services by IEAC. Landscape architects are TPA and interior designers are led by Concreta Srl.
Resort management is to be provided by Meliá Hotels International (Meliá). Paradisus is Meliás five star all-inclusive luxury hotel brand that is well recognized in the hospitality industry around the world. Meliá was founded in 1956 in Palma de Mallorca, Spain and is today one of the worlds largest resort hotel chains, as well as Spains leading hotel chain for business or leisure. The company currently offers more than 300 hotels in 26 countries over four continents under its Gran Sol Meliá, Sol Meliá, ME by Sol Meliá, Innside by Sol Meliá, Tryp, Sol Meliá, Sol Meliá Vacation Club, and Paradisus brands. The Paradisus brand represents all-inclusive luxury resorts with hotels in Mexico and the Dominican Republic. Our development is intended to replace Paradisus Resorts former Paradisus Playa Conchal in Guanacaste, Costa Rica which property was operated by Sol Meliá until April 30, 2011. Our project is part of Sol Meliás master expansion plan, which includes the opening of two resorts in Playa del Carmen, Mexico in November of 2011. Sol Meliá aims to solidify Paradisus Resorts as a leader in the luxury all-inclusive market segment with the new properties in Playa del Carman and our own Paradisus Papagayo Bay Resort & Luxury Villas project.
An amendment to the Companys management agreement dated June 2, 2014, with Meliá stipulates that should the resort not be completed by November 15, 2015, and should an extension date not be agreed, subsequent to November 15, 2015, that Meliá will be entitled to receive a daily amount of $2,000 as liquidated damages. Should the completion of the construction not occur by February 15, 2016, Meliá will be entitled to terminate the management agreement and to receive a termination amount of $5 million unless the parties agree in writing to extend such date. Since the completion date for the Paradisus Papagayo Bay Resort & Luxury Villas development is now anticipated for the third quarter of 2016.
Meliá Hotels International has been informed about the new delay and the management company has indicated its intention to sign a seventh addendum with an opening date in the third quarter 2016. The parties have agreed verbally that such a seventh addendum should only be executed once the vertical construction will have begun. This is planned to be during January 2015.
Additional Concession Properties
On April 20, 2012, the Company entered into an agreement with Meridian IBG (Meridian) to purchase two additional concession properties in Polo Papagayo, Guanacaste with a total surface of approximately 230,000 square meters for $22,895,806 and equity in the Polo Papagayo concession properties and the Paradisus Papagayo Bay Resort & Luxury Villas. The agreement was subsequently amended on November 13, 2012, and replaced with a new agreement on May 7, 2013, with the following terms and conditions:
| New purchase price of $17,500,000 of which amount $16,130,000 was outstanding as of the date of the May 7, 2013 agreement. |
| Payment of $8,000,000 to be paid directly by the Company to third party. |
| Payment of $8,130,000 to be paid by the Company to Meridian. |
The Company had paid down-payments on the purchase of these properties of $2,370,000 as of September 30, 2014, and is currently delinquent in its scheduled payment obligations to the third party and to Meridian.
41
We are in negotiations with Meridian to re-design and re-schedule payment of those amounts remaining due on the purchase agreement.
Hotel and Entertainment Complex (Atlanta, Georgia, U.S.A)
On September 19, 2012, SunVesta AG entered into an agreement, as amended, with Fundus America (Atlanta) Limited Partnership (Fundus) to purchase a hotel and entertainment complex in Atlanta, Georgia (United States of America). The entire purchase amount of $26 million for the assets had no firm financing commitment. Additionally, anadditional amount of approximately $18 million for renovations would need to be invested in the hotel and entertainment complex. SunVesta AG pursued negotiations with various parties to procure a financing package to purchase and renovate the project but was unable to conclude the transaction. On October 15, 2013, the fifth amendment expired, causing the Company to fall into default. Therefore, those amounts paid as non-refundable deposits and taxes related to the property of total $1,573,957 were expensed on October 16, 2013. On October 28, 2013, SunVesta AG entered into a sixth amendment to the original purchase agreement with Fundus that required it to pay $2,500,000 by November 12, 2013, as an initial installment against the purchase price and to pay the remaining $22,500,000, taking into effect the $1,000,000 paid in deposits, by January 31, 2014. Since November 12, 2013, SunVesta AG was also obligated to pay six percent (6%) interest on the unpaid initial installment of $2,500,000 to be paid with the remainder of the purchase price on January 31, 2014. On March 28, 2014, the Company decided not to continue with the project due to the changes in the conditions related to the acquisition and an inability to adjust a financing package to the new conditions. As part of the termination and to avoid potential litigation, the Company agreed to pay the counterparty EUR 100,000 (approximately $124,500) to settle any further obligation. On April 7, 2014, the Company paid the EUR 100,000 settlement amount to Fundus which amount (approximately $124,500) has been expensed and included in other operating expenses.
Finance
The anticipated completion of the Paradisus Papagayo Bay Resort & Luxury Villas in the third quarter of 2016 will require a net investment of approximately $183 million (excluding non-recuperated overhead expenses), of which approximately $50 million has been expended as of September 30, 2014. We expect to realize a minimum of $100 million in new funding over the next twelve months. New funding over the next twelve months is expected to be raised from construction loans, debt financing through bonds, shareholder loans and, if necessary, the guaranty agreement in place as described herein.
Construction Loans
The status of financing Vista Mar and Vista Bahia is as follows:
Banco Nacional de Costa Rica (BNCR) confirmed in writing on October 28th 2014, subject to certain conditions, to the Company their loan commitment of $50 million for Phase I Vista Mar. Meanwhile, the Companys in negotiations with another lender for the amount of $40 million to finance the other significant portion of the Vista Mar development. The remaining amount needed of approximately $20 million will be financed through additional debt or equity.
Further, the Company has started negotiations for the financing of Vista Bahia.
Bonds
The Company, has four bond issues outstanding as of period end, denominated in either EUR () or Swiss Francs (CHF) and settled one bond issue in the prior three month period.
42
EUR () Bonds
The Company initiated the a first offering of unsecured EUR bonds on December 1, 2010, of up to 25,000,000 in units of 1,000 that bore interest at 8.25% per annum payable each November 30 over a three year term that expired on November 30, 2013. We raised $792,740 for the year ended December 31, 2013 and $4,015,549 for the year ended December 31, 2012, for a cumulative total raise of $15,009,447 as of December 31, 2013. The Company was unable to repay $754,332of the amount due on November 30, 2013, which amount was repaid in full on April 7, 2014.
The Company initiated a second offering of unsecured EUR bonds on December 2, 2013, of up to 15,000,000 in units of 10,000 that bear interest at 7.25% per annum payable each December 1 over a three year term that expires on December 2, 2016. We raised $1,524,938 in the nine month period ended September 30, 2014.
The Company initiated a parallel third offering of unsecured EUR bonds on December 2, 2013 of up to 15,000,000 in units of 10,000 that bear interest at 7.25% per annum payable each December 2 over a three year term that expires on December 2, 2016. We raised $1,741,874 in the nine month period ended September 30, 2014.
Swiss Francs (CHF) Bonds
The Company initiated the offering of CHF bonds on September 1, 2011, of up to CHF 15,000,000 in units of CHF 50,000 that bear interest at 7.25% per annum payable each August 31 over a four year term that expires on August 31, 2015. We raised $5,231,203 in the nine month period ended September 30, 2014
The Company initiated a second offering of unsecured CHF bonds on September 1, 2013, of up to CHF10,000,000 in units of CHF10,000 that bear interest at 7.25% per annum payable each August 31, over a two year term that expires on August 31, 2015. We raised $12,912,402 in the nine month period ended September 30, 2014.
Aires International Investment, Inc.
On July 27, 2011, SunVesta AG entered into a line of credit agreement with Aires International Investments Inc. (Aires), a company owned by Mr. Rössler (currently a board member of the Company). The loan agreement was amended on May 11, 2012, on June 21, 2012 and replaced by a new loan agreement on October 31, 2013, that included the following conditions:
| All existing loan agreements or credit facilities, including amendments, between the SunVesta AG and Aires were cancelled and superseded by the new loan agreement. |
| The loans are due after December 31, 2015 and before December 31, 2020. |
| Despite the scheduled repayment dates, each party has the option to cancel the loan agreement with a prior notice period of 90 days, requiring repayment of the loans in full. |
| Loan amounts outstanding including any additional amounts, are additions is subordinated. |
| Interest on the loan amounts is 7.25% per annum, which charge is accrued to the loan account. |
Effective December 31, 2012, SunVesta AG, Aires and the Company entered into an assignment of debt agreement, whereby the parties agreed that SunVesta AGs debt to Aires as of December 31, 2012, in the amount of CHF 10,044,370, including accrued interest, be assumed by the Company with the following conditions:
| The principal amount together with any interest shall be payable on December 31, 2015. |
| The interest rate is 7.25% |
| Any amount of principal or interest which is not paid when due shall bear interest at the rate of 10% per year from the due date until paid |
43
Effective December 31, 2013, SunVesta AG, Aires and the Company entered into an additional assignment of debt agreement, whereby the parties agreed that a portion of SunVesta AGs debt to Aires as of December 31, 2013, in the amount of CHF 10,000,000, including accrued interest, be assumed by the Company with the following conditions:
| The principal amount together with any interest will be payable on December 31, 2015. |
| The interest rate is 7.25%. |
| Any amount of principal or interest which is not paid when due shall bear interest at the rate of 10% per year from the due date until it is paid. |
| The Company cannot, without the Aires written consent, (a) pay, declare or set apart for such payment, any dividend or other distribution on shares of capital stock or (b) directly or indirectly or through any subsidiary make any other payment or distribution in respect of its capital stock. |
| The Company cannot, without the Aires written consent redeem, repurchase or otherwise acquire in any one transaction or series of related transactions any shares of its capital stock of or any warrants, rights or options to purchase or acquire any such shares. |
The Company had borrowed approximately $32.02 million as of September 30, 2014 and approximately $33.41 million as of December 31, 2013 from Aires.
Dr. Max Rössler
Over the course of 2012 and 2013, the Company entered into a series of interest free loans with Dr. Max Rössler, a director of the Company and a principal of Aires. The loans were originally due either on predetermined dates or on demand, repayable in cash or in a fixed number of shares of certain publically traded entities. On April 19, 2013, the Company and Dr. Rössler concluded on an act of transfer under which the loans from June 7, 2012 and March 1, 2013 were transferred to Aires International and the balances of $1,810,000 and $50,000 added to the existing loan agreement with Aires. On June 4, 2014, the due dates of the remaining loans were extended to May 30, 2015, as follows:
Date | Amount | Shares | Public Entity |
July 24, 2012 | $470,000 | 10,000 | Schindler Holding AG |
August 8, 2012 | $400,000 | 700 | Zug Estates Holding AG |
Josef Mettler
During the period ended December 31, 2013, the Company borrowed $1,065,693 at 3% interest from Josef Mettler pursuant to the terms and conditions of the guaranty agreement dated July 16, 2012. The amount borrowed has since been repaid transitioning to in an amount receivable from Mr. Mettler of $603,650 as of September 30, 2014. Subsequent to period end, Aires agreed to offset that amount due to the Company from Mr. Mettler against that amount due from the Company to Aires.
Hans Rigendinger
During the period ended December 31, 2013, the Company borrowed $600,000 at 3% interest from Hans Rigendinger pursuant to the terms and conditions of the guaranty agreement dated July 16, 2012. The amount due to Mr. Rigendinger for this loan at September 30, 2014 was $1,976.
Mr. Rigendinger also held bonds denominated in Euros and Swiss Francs valued at approximately $4,316,000 as of September 30, 2014, and December 31, 2013.
44
Dia S.A.
On March 8, 2013, SunVesta AG entered into an interest free loan agreement with DIA S.A. in the amount of $2,000,000 payable on March 8, 2014, in connection with the purchase of land adjacent to the Paradisus Papagayo Bay Resort & Luxury Villas from Altos held in the name of Altos del Risco S.A. The terms of the loan agreement were amended on February 19, 2014, to extend the due date for said payable until February of 2015.
Specogna Holding AG
On May 15, 2014, the Company entered into a short term loan agreement for approximately $1,120,000 with Specogna Holding AG (Specogna), repayable on July 31, 2014 with a fixed interest payment of approximately $33,800. The loan was secured personally and jointly by Dr. Rössler, Mr. Mettler and Mr. Rigendinger. The loan was repaid on August 7, 2014.
On September 16, 2014, the Company entered into a short term loan agreement for approximately $736,000 with Specogna, repayable on October 31, 2014, with a fixed interest payment of approximately $32,000. The loan was secured personally and jointly by Dr. Max Rössler, Mr. Josef Mettler and Mr. Hans Rigendinger. As of the date of this report, both amounts are overdue. According to the agreement, there are no penalties for late payments.
Roland Weimar
On June 30, 2014, the Company entered into a short term loan agreement for approximately $420,000 with Roland Weimar. The loan is repayable in five instalments, (four times 70,000, 1 times 30,000), with the initial payment being due on June 02, 2014 and the latest one being due on June 1, 2015. The interest rate is 2 % per annum.
Bruno Wernli
On September 16, 2014, the Company entered into a short term loan agreement for approximately $568,000 with Bruno Wernli, repayable on October 31, 2014, with a fixed interest payment of approximately $53,000 (CHF 50,000).As of the date of this report, both amounts are overdue. According to the agreement, there are no penalties for late payments.
Global Care AG
On September 23, 2014, the Company entered into a short term loan agreement of approximately $194,435 (CHF 185,000), with Global Care AG, repayable on October 31, 2014, with a fixed interest payment of $21,020 (CHF 20,000). The loan and fixed interest payment remains outstanding as of the date of this report.
Timeline
Our expected timeline for developing the Paradisus Papagayo Bay Resort & Luxury Villas is as follows:
| commence onsite vertical construction in the 1st quarter of 2015 |
| complete construction in the 2nd quarter of 2016 |
| handover to Meliá in the 3rd quarter of 2016 |
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Discussion and Analysis
Our plan of operation through the third quarter of 2016 is to complete the Paradisus Papagayo Bay Resort & Luxury Villas project that will require a total net investment of approximately $183 million (excluding non-recuperated overhead expenses). We expect to realize a minimum of $100 million in new funding over the next twelve months, though our actual financing requirements may be adjusted to suit that amount realized, and an additional $33 million in funding by the time the development is completed. New funding over the next twelve months is expected to be raised from debt financing through bonds, shareholder loans and the guaranty agreement in place as described herein.
Results of Operations
During the three and nine month periods ended September 30, 2014, our operations were focused on (i) finalizing architectural plans, (ii) obtaining building permits, (iii) progressing earth work excavations on the Paradisus Papagayo Bay Resort & Luxury Villas property; (iv) negotiating a credit facility with the Banco Nationalde Costa Rica (v) pursuing additional debt and equity financing arrangements including a CHF and EUR bond offering through SunVesta AG in Europe, and loans from related and unrelated parties.
The Company has been funded since inception from debt or equity placements and by shareholders or partners in the form of loans. All of the capital raised to date has been allocated to the development of the Costa Rican property including the purchase of the land and general and administrative costs.
Comprehensive Income/Loss
Comprehensive income for the three month period ended September 30, 2014, was $2,242,562 as compared to comprehensive loss of $5,026,039 for the three month period ended September 30, 2013. The change to comprehensive income in the current three month period can be primarily attributed to the difference between a gain of $3,153,642 compared to a loss of $1,743,672 due to the volatility between Swiss Francs, EURO, US Dollars and the related foreign currency translation difference on intercompany loans which is classified as a permanent investment and the translation of the balance sheet and results of operations of our foreign subsidiaries.
Other contributing factors to the change to comprehensive income in the current three month period from comprehensive loss in the prior three month include the decrease in general and administrative expenses to $1,278,941 from $2,214,880 which decrease is the result of a decrease in rental expenses to $43,949 from $44,283, the decrease in personnel costs to $483,423 from $1,448,051 due to lower stock based compensations expense and the decrease in other operating expenditures to $195,498 from $238,381, offset by an audit fee of $2,540 from nil, an increase in consulting expenses to $359,038 from $330,348, an increase in marketing expenses to $29,514 from $26,109, and an increase in travel expenses to $164,980 from $127,708, a foreign exchange differences gain of $1,562,114 from a loss of $349,567, and the change in fair value conversion decrease to nil from a loss of $12,296, offset by the change to a loss of $276 on interest from a gain of $29, 190, the increase in interest expense to $923,996 from $715,894 on outstanding debt obligations, the amortization of debt issuance costs to $238,637 from nil and the increase in other expenses to $31,342 from $18,920.
Comprehensive loss for the nine month period ended September 30, 2014, was $3,426,230 as compared to a comprehensive loss of $6,650,650 for the nine month period ended September 30, 2013. The decrease in comprehensive loss in the current nine month period can be primarily attributed to the difference between a gain of $3,102,640 compared to a loss of $562,384 due to the volatility between Swiss Francs, EURO, US Dollars and the related foreign currency translation difference on intercompany loans which is classified as a permanent investment and the translation of the balance sheet and results of operations of our foreign subsidiaries.
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Other contributing factors to the decrease in comprehensive loss in the current nine month period include the decrease in general and administrative expenses to $4,702,296 from $4,714,583 which change is the result of a decrease in marketing to $65,460 from $79,021, the decrease in travel expenses to $347,549 from $488,932 and the decrease in personnel costs to $1,888,503 from $2,452,609 due to lower stock based compensation expense, offset by the increase in rental expenses to $133,055 from $124,918, the increase in audit fees to $185,941 from $89,694, the increase in consulting expenses to $1,391,920 from $997,376, and the increase in other expenses to $689,867 from $478,244, a foreign exchange differences gain of $1,159,727 from a loss of $437,626, and the change in fair value conversion decrease to nil from a loss of $26,170, offset by the the release of the accrual penalty toMeliá as compared to a $1,000,000 accrual in the prior period, the decrease in interest income to $6,713 from $35,927, the increase in interest expense to $2,319,473 from $1,751,906, the increase in amortization of debt issuance costs to $563, 949 from $133,806, and the increase in other expenses to $109,592 from $60,101.
We did not generate revenue during this period and we expect to continue to incur losses through the year ended December 31, 2016.
Income Tax Expense (Benefit)
The Company has a prospective income tax benefit resulting from a net operating loss carry-forward and startup costs that will offset future operating profits.
Capital Expenditures
The Company expended a significant amount on capital expenditures for the period from its inception to September 30, 2014, in connection with the purchase of land that includes a hotel concession in Costa Rica and expects to incur future cash outflows on capital expenditure as discussed in the "Liquidity and Capital Resources" and the "Going Concern" paragraphs below.
Liquidity and Capital Resources
The Company has experienced significant changes in liquidity, capital resources, and stockholders equity since inception.
We had a working capital deficit of $39,734,806 as of September 30, 2014, comprised of current assets of $362,916 and total assets of $59,749,107. Our current assets consisted of $167,274 in cash, $165,727 in other assets and $29,915 as a related party receivable. Our non-current assets consisted of property and equipment of $50,157,528, deposits related to construction work of $798,312, net debt issuance costs of $2,741,519, down payments for property and equipment of $2,369,816, receivables from related parties of $1,631,440 and restricted cash of $1,687,577. We had current liabilities of $40,097,722 and total liabilities of $81,479,820. Our current liabilities consisted of $5,713,261 in accounts payable, $5,010,397 in accrued expenses, $3,633,460 in a note payable, $1,171,815 in notes payable to related parties and $24,568,788 in current CHF bond debt. Our non-current liabilities consisted of EUR bond debt of $9,195,835, notes payable to related parties of $32,019,932, other long term debts of $80,983 and pension liabilities of $85,348.Total stockholders deficit in the Company was $21,730,714at September 30, 2014.
Net cash used in operating activities for the nine months ended September 30, 2014, was $3,577,435 as compared to $2,523,548 for the nine months ended September 30, 2013. Net cash used in operating activities in the current nine month period is comprised of general and administrative expenses that include but are not limited to, personnel costs, accounting fees, consulting expenses, finders fees and professional fees, such as for auditing purposes and legal consultation, changes in accounts payable and accrued expenses. Net cash used in operating activities in the prior nine month period can also be primarily attributed to changes in general and administrative expenses, changes in accounts payable and accrued expenses.
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We expect to use net cash in operating activities until such time as net losses transition to net income which transition is not anticipated until we complete the Paradisus Papagayo Bay Resort & Luxury Villas project.
Net cash used in investing activities for the nine months ended September 30, 2014, was $7,913,484 as compared to $13,032,959 for the nine months ended September 30, 2013. Net cash used in investing activities in the current nine month period can be attributed to receivables from related parties, the purchase of property and equipment, capitalized interest and deposits related to construction. Net cash used in investing activities in the prior nine month period ended September 30, 2013, can be attributed to receivables from related parties, the purchase of property or equipment, deposits related to construction, down payments for property and restricted cash.
We expect negative net cash in investing activities while in the process of developing the Paradisus Papagayo Bay Resort & Luxury Villas and looking to additional projects.
Net cash provided by financing activities for the nine months ended September 30, 2014, was $11,098,026 as compared to $16,195,937for the nine months ended September 30, 2013. Net cash provided by financing activities in the current nine month period can be attributed to note payable, proceeds from bond issuances and the sale of treasury stock, offset by net cash used in financing activities as notes payable from related parties, the repayment of notes payable to related parties, the repayment of bonds and the payment of debt issuance costs. Net cash provided by financing activities in the prior nine month period can be attributed to proceeds from notes payable to related parties, and proceeds from bond issuances, offset by net cash used in financing activities for the repayment of bonds and the payment of debt issuance costs.
We expect net cash flow provided by financing activities in future periods from those debt and equity infusions necessary to complete the development of the Paradisus Papagayo Bay Resort & Luxury Villas.
Management believes that the cash on hand, ongoing proceeds from our new CHF bond offerings, short term related party loans, an anticipated construction loan and the assurance of the guaranty agreement with certain of the Companys principals is sufficient for us to conduct operations over the next twelve months.
We had no lines of credit or other bank financing arrangements as of September 30, 2014.
We have commitments for executed purchase orders and agreements in the amount of $57 million as of September 30, 2014, in connection with the development of the Paradisus Papagayo Bay Resort & Luxury Villas, which commitments are included in the required financing of $205 million to complete the project. Most material commitments were not contractually agreed as of the end of the period.
We have cancellable commitments that are not included in the required financing for the development of the Paradisus Papagayo Bay Resort & Luxury Villas of approximately $14,000,000 as of September 30, 2014, to Meridian for the purchase of two additional concession properties in Polo Papagayo, Guanacaste, Costa Rica.
We maintain a defined benefit plan that covers all of our Swiss employees and have an employment agreement with our chief executive officer and chief operating officer as of September 30, 2014.
We have no current plans for significant purchases or sales of plant or equipment, except in connection with the planned construction of the Paradisus Papagayo Bay Resort & Luxury Villas as discussed above.
We have no current plans to make any changes in the number of our employees as of September 30, 2014.
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Future Financings
The status of financing Vista Mar and Vista Bahia is as follows:
Banco Nacional de Costa Rica (BNCR) confirmed in writing on October 28th 2014, subject to certain conditions, to the Company their loan commitment of $50 million for Phase I Vista Mar. Meanwhile, the Companys in negotiations with another lender for the amount of $40 million to finance the other significant portion of the Vista Mar development. The remaining amount needed of approximately $20 million will be financed through additional debt or equity.
Further, the Company has started negotiations for the financing of Phase II Vista Bahia.
Off-Balance Sheet Arrangements
As of September 30, 2014, we had no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to stockholders.
Going Concern
The Company intends to build a hotel in the Papagayo Gulf Tourism Project area of Guanacaste, Costa Rica. The total net investment is estimated to be approximately $205 million.
The project is expected to open in the fourth quarter of 2015. Until the completion of the project, the following expenditures are estimated to be incurred:
a. | Gross project cost | $ | 208,000,000 |
b. | Less: Proceeds from sale of villas |
| (25,000,000) |
c. | Net project cost |
| 183,000,000 |
d. | Overhead expenses |
| 34,000,000 |
e. | Less: Recuperated in gross project cost |
| (12,000,000) |
f | Total, excluding other potential projects | $ | 205,000,000 |
Sixty percent (60%) of Net Project Cost is expected to be financed by traditional mortgage loans, for which negotiations have been initiated. The remaining forty percent (40%) of the Net Project Cost, as well as non-recuperated overhead expenses are expected to be financed by the main shareholders of the project, i.e. Zypam Ltd., shareholder, Mr. Hans Rigendinger, shareholder, director and officer, Mr. Max Rössler, shareholder, director and majority shareholder of Aires, and Mr. Josef Mettler, shareholder, director and officer.
On July 16, 2012, certain principal shareholders of the Company or principal lenders to the project entered into a guaranty agreement in favour of SunVesta AG. The purpose of the guarantee is to ensure that until such time as financing is secured for the entire project that they will act as a guarantor to creditors to the extent of the projects ongoing capital requirements. The guaranty agreement requires that within 30 days of receiving a demand notice, the guarantors are required to pay to SunVesta AG that amount required for ongoing capital requirements, until such time as financing of the project is secured. The guaranty may not be terminated until such time as SunVesta Holding AG has secured financing for the completion of the project.
Based on this guaranty agreement, management therefore believes that available funds are sufficient to finance cash flows for the twelve months subsequent to September 30, 2014 and the filing date though future anticipated cash outflows for investing activities will continue to depend on the availability of financing and can be adjusted as necessary.
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Forward-Looking Statements and Factors That May Affect Future Results and Financial Condition
The statements contained in the section titled Managements Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this current report, with the exception of historical facts, are forward-looking statements. We are ineligible to rely on the safe-harbor provision of the Private Litigation Reform Act of 1995 for forward looking statements made in this current report. Forward-looking statements reflect our current expectations and beliefs regarding our future results of operations, performance, and achievements. These statements are subject to risks and uncertainties and are based upon assumptions and beliefs that may or may not materialize. These statements include, but are not limited to, statements concerning:
| our anticipated financial performance and business plan |
| the sufficiency of existing capital resources |
| our ability to raise additional capital to fund cash requirements for future operations |
| uncertainties related to our future business prospects |
| our ability to generate revenues to fund future operations |
| the volatility of the stock market |
| general economic conditions |
We wish to caution readers that our operating results are subject to various risks and uncertainties that could cause our actual results to differ materially from those discussed or anticipated. We also wish to advise readers not to place any undue reliance on the forward-looking statements contained in this report, which reflect our beliefs and expectations only as of the date of this report. We assume no obligation to update or revise these forward-looking statements to reflect new events or circumstances or any changes in our beliefs or expectations, other than as required by law.
Recent Accounting Pronouncements
Please see Note 2 to the accompanying consolidated financial statements for recent accounting pronouncements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
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ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
In connection with the preparation of this annual report, an evaluation was carried out by the Companys management, with the participation of the chief executive officer and chief financial officer, of the effectiveness of the Companys disclosure controls and procedures (as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934 (Exchange Act). Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commissions rules and forms, and that such information is accumulated and communicated to management, including the chief executive officer and chief financial officer, to allow timely decisions regarding required disclosures.
Based on that evaluation, the Companys management concluded that, due to a lack of independent oversights, failure to segregate duties and insufficient accounting resources as of the end of the period covered by this report, Companys disclosure controls and procedures were ineffective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commissions rules and forms, and such information was not accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.
Changes in Internal Control over Financial Reporting
During the period ended September 30, 2014, there has been no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting, for the purpose of maintaining appropriate independent oversight of the Companys consolidated financial reporting and procedures for internal control over financial reporting, including challenging managements accounting for and reporting of transactions.
The Companys management concluded that an increase in the effectiveness and quality of their internal controls and procedures should be reached by corresponding internal projects within the remaining financial year 2014.
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PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
Not required of smaller reporting companies.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS ON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
Exhibits required to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits on page 54 of this Form 10-Q, and are incorporated herein by this reference.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SunVesta, Inc. Date
/s/ Josef Mettler November 19, 2014
Josef Mettler
Chief Executive Officer, Chief Financial Officer,
Principal Accounting Officer and Director
/s/ Hans Rigendinger November 19, 2014
Hans Rigendinger
Chief Operating Officer and Director
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INDEX TO EXHIBITS
Exhibit Description
3.1.1* Articles of Incorporation (incorporated by reference from the Form 10-SB filed with the Commission on December 31, 1999).
3.1.2* Amended Articles of Incorporation (incorporated by reference from the Form 10-KSB filed with the Commission on April 9, 2003)
3.1.3* Amended Articles of Incorporation (incorporated by reference from the Form 10-QSB filed with the Commission on November 17, 2003).
3.1.4* Amended Articles of Incorporation (incorporated by reference from the Form 8-K filed with the Commission on September 27, 2007).
3.2.1* Bylaws (incorporated by reference from the Form 10-SB filed with the Commission on December 31, 1999).
3.2.2* Amended Bylaws (incorporated by reference from the Form 10-QSB filed with the Commission on November 17, 2003).
10.1* Securities Exchange Agreement and Plan of Exchange dated June 18, 2007 between the Company and SunVesta AG (formerly ZAG Holdings AG) (incorporated by reference from the Form 8-K filed with the Commission on June 21, 2007).
10.2* Purchase and Sale Agreement between ZAG Holding AG and Trust Rich Land Investments, Mauricio Rivera Lang dated May 1, 2006, for the acquisition of Rich Land Investments Limitada.
10.3* Debt Settlement Agreement dated March 1, 2010, between the Company and Zypam, Ltd. (incorporated by reference from the Form 8-K filed with the Commission on March 10, 2010).
10.4* Debt Settlement Agreement dated March 1, 2010, between the Company and Hans Rigendinger (incorporated by reference from the Form 8-K filed with the Commission on March 10, 2010).
10.5* Guaranty Agreement dated July 16, 2012, between SunVesta AG, Josef Mettler, Hans Rigendinger and Max Rössler.
10.6* Employment Agreement dated January 1, 2013 between the Company and Hans Rigendinger (incorporated by reference to the Form 8-K filed with the Commission on February 4, 2013.
10.7* Employment Agreement dated July 4, 2013 between the Company and Josef Mettler (incorporated by reference to the Form 10-Q filed with the Commission on October 10, 2013).
10.8* Assignment of Debt Agreement dated December 31, 2012, between the Company, SunVesta AG and Aires International Investments, Inc. (incorporated by reference to the Form 10-Q filed with the Commission on December 13, 2013).
10.9* Debt Settlement Agreement dated December 31, 2012, between the Company and Hans Rigendinger (incorporated by reference to the Form 10-Q filed with the Commission on December 13, 2013).
10.10* Loan Agreement dated October 31, 2013, between SunVesta AG and Aires International Investments, Inc. (incorporated by reference to the Form 10-Q filed with the Commission on December 13, 2013).
10.11* Assignment of Debt Agreement dated December 31, 2013, between the Company, SunVesta AG and Aires International Investments, Inc.(incorporated by reference to the Form 10-Q filed with the Commission on May 20, 2014)
14* Code of Ethics adopted March 1, 2004 (incorporated by reference from the 10-KSB filed with the Commission on April 14, 2004).
21* Subsidiaries of the Company (incorporated by reference from the Form 10-K filed with the Commission on June 20, 2013).
31 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99* SunVesta, Inc. 2013 Stock Option Plan (incorporated by reference to the Form 10-Q filed with the Commission on October 10, 2013).
101. INS XBRL Instance Document
101. PRE XBRL Taxonomy Extension Presentation Linkbase
101. LAB XBRL Taxonomy Extension Label Linkbase
101. DEF XBRL Taxonomy Extension Label Linkbase
101. CAL XBRL Taxonomy Extension Label Linkbase
101. SCH XBRL Taxonomy Extension Schema
* Incorporated by reference to previous filings of the Company.
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed furnished and not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, or deemed furnished and not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.
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