MUNICIPAL DEVELOPMENT FUND OF GEORGIAdocuments.worldbank.org/.../en/...Audited-PFS-2017.pdfFOR THE YEAR ENDED 31 DECEMBER 2017 Management of the Third Regional Development Project

MUNICIPAL DEVELOPMENTFUND OF GEORGIALOAN NO.8494-GE(THIRD REGIONAL DEVELOPMENT PROJECT)

Special Purpose Project Financial Statements andIndependent Auditor's ReportFor the Year Ended 31 December 2017

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MUNICIPAL DEVELOPMENT FUND OF GEORGIATHIRD REGIONAL DEVELOPMENT PROJECTLOAN NO.8494-GE

TABLE OF CONTENTS

Page

STATEMENT OF MANAGEMENT'S RESPONSIBILITIES FOR THE PREPARATIONAND APPROVAL OF THE SPECIAL PURPOSE PROJECT FINANCIAL STATEMENTS 1

INDEPENDENT AUDITOR'S REPORT 2-3

SPECIAL PURPOSE PROJECT FINANCIAL STATEMENTSFOR THE YEAR ENDED DECEMBER 31, 2017:

Summary of sources and uses of funds 4

Statement of financial position 5

Summary of expenditure by activity 6

Statement of expenditure ("SOE") 7

Statement of designated account a

Notes to the special purpose project financial statements 9-12

MUNICIPAL DEVELOPMENT FUND OF GEORGIA

STATEMENT OF MANAGEMENT'S RESPONSIBILITIES FOR THE PREPARATIONAND APPROVAL OF THE SPECIAL PURPOSE PROJECT FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2017

Management of the Third Regional Development Project (the "Project") implemented by the MunicipalDevelopment Fund of Georgia (MDF) is responsible for the preparation of the special purpose projectfinancial statements that present fairly the financial position of the Project as at 31 December 2017,and the summary of sources and uses of funds, summary of expenditure by activity, statement ofexpenditure (SOE), designated account statements in accordance with World Bank's FinancialManagement Sector Board's "Guidelines: Annual Financial Reporting and Auditing for World BankFinanced Activities" (the "World Bank Guidelines").

In preparing the financial statements, management is responsible for:

* Properly selecting and applying accounting policies;* Presenting information, including accounting policies, in a manner that provides relevant, reliable,comparable and understandable information;* Providing additional disclosures that enable users to understand the impact of particular

transactions, other events and conditions on the Project, financial position and its sources anduses of funds and movements in designated accounts;

Management is also responsible for:

* Designing, implementing and maintaining an effective and sound system of internal controls,throughout the Project;

* Maintaining adequate accounting records that are sufficient to show and explain the Project'stransactions and disclose with reasonable accuracy at any time the financial position of theProject, and which enable them to ensure that the special purpose project financial statements ofthe Project comply with the Guidelines on Annual Financial Reporting and Auditing for World Bank- Financed Activities issued by the World Bank's Financial Management Sector Board;

* Maintaining statutory accounting records in compliance with Georgian legislation;* Taking such steps that are reasonably available to them to safeguard the assets of the Project;and* Preventing and detecting fraud and other irregularities.

The special purpose project financial statements for the year ended 31 December 2017 wereauthorised for issue on 15 June 2018 by the Management.

On behalf of Management:

Juansher Bup6hjeladfe Natalie GoditashviliActing Executiv rectorl Head of Financial Management

and Investments Unit

15 June 2018 15 June 2018

Deloitte & Touche LLCKing David Business Center12 Merab Aleksidze StreetTbilisi, 0171, Georgia

Tel: +995 (32) 224 45 66Fax: +995 (32) 224 45 69

INDEPENDENT AUDITOR'S REPORT

To the management of the Municipal Development Fund of Georgia.

Opinion

We have audited the accompanying special purpose project financial statements of the Third RegionalDevelopment Project (the "Project") financed under the Loan Agreement No. 8494-GE dated 7 August2015, implemented by the Municipal Development Fund of Georgia, which comprise the Project'sstatement of financial position as at 31 December 2017, the summary of sources and uses of funds,summary of expenditure by activity, statement of expenditure ("SOE") and designated accountstatements for the year ended 31 December 2017 and a summary of significant accounting policiesand other explanatory notes (collectively referred to as the "special purpose project financialstatements").

In our opinion, the accompanying special purpose financial statements of the Project for the yearended 31 December 2017 are prepared, in all material respects, in accordance with the World Bank'sFinancial Management Sector Board's "Guidelines: Annual Financial Reporting and Auditing for WorldBank Financed Activities" (the "World Bank Guidelines").

Basis for Opinion

We conducted our audit in accordance with International Standards of Auditing ("ISAs"). Ourresponsibilities under those standards are further described in the Auditor's Responsibilities for theAudit of the Financial Statements section of our report. We are independent of the Fund in accordancewith the International Ethics Standards Board for Accountants' Code of Ethics for ProfessionalAccountants (the "IESBA Code") together with the ethical requirements that are relevant to our auditof the financial statements in Georgia, and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the IESBA Code. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter - Basis of Accounting and Restriction on Distribution and Use

We draw attention to Note 2 to the special purpose project financial statements, which describes thebasis of accounting. The special purpose project financial statements are prepared to assist theProject's management to comply with the financial reporting provisions of the Agreement, whichrequires the special purpose project financial statements to comply with the World Bank Guidelines. Asa result, the special purpose project financial statements may not be suitable for another purpose.

This report is intended solely for use by the Project's management in reporting the information to theGovernment of Georgia and International Bank for Reconstruction and Development. This report is notintended for the benefit of any other third parties and we accept no responsibility or liability to anyparty other than the Project's management in respect of the report. Should any third party takedecisions based on the contents of the report, the responsibility for such decisions shall remain withthose third parties. Our opinion is not modified in respect of this matter.

Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee ("DTTL"), its network of memberfirms, and their related entities. DTTL and each of its member firms are legally separate and independent entities. D1TL (also referred to asDeloitte Global") does not provide services to clients. Please see for a more detailed description of DTTL and its memberfirms.

E 2018 Delortte & Touche LLC. All rights reserved.

2

Deloitte

Responsibility of Management and Those Charged with Governance for the FinancialStatements

Management is responsible for the preparation of these special purpose project financial statements inaccordance with the basis of accounting described in Note 2 and in conformity with the World Bank'sFinancial Management Manual for World Bank Financed Investment Operations and for such internalcontrol as management determines is necessary to enable the preparation of special purpose projectfinancial statements that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the special purpose project financialstatements as a whole are free from material misstatement, whether due to fraud or error, and toissue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance,but is not a guarantee that an audit conducted in accordance with ISAs will always detect a materialmisstatement when it exists. Misstatements can arise from fraud or error and are considered materialif, individually or in the aggregate, they could reasonably be expected to influence the economicdecisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgement and maintainprofessional scepticism throughout the audit. We also:

* Identify and access the risks of material misstatement of the financial statements, whether due tofraud or error, design and perform audit procedures responsive to those risks, and obtain auditevidence that is sufficient and appropriate to provide a basis for our opinion. The risk of notdetecting a material misstatement resulting from fraud is higher than for one resulting from error,as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the overrideof internal control.

* Obtain an understanding of internal control relevant to the audit in order to design auditprocedures that are appropriate in the circumstances, but not for the purpose of expressing anopinion on the effectiveness of the Organisation's internal control

* Evaluate the appropriateness of accounting policies used and the reasonableness of accountingestimates and related disclosures made by management.

We communicate with those charged with governance regarding, among other matters, the plannedscope and timing of the audit and significant audit findings, including any significant deficiencies ininternal control that we identify during our audit.

Tamar NatsvlishviliOn behalf of Deloitte and Touche LLC

15 June 2018Tbilisi, Georgia

3

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STATEMENT OF FINANCIAL POSITIONFOR THE YEAR ENDED 31 DECEMBER 2017(in US Dollars)

31 December 31 DecemberNote 2017 2016

ASSETSI13RD Designated Account 2,166,063 4,046,490Prepayments 992,519 318,618Receivables from GOG 7 9 970 80 192TOTAL ASSETS 3,168,552 4f453f300

LIABILITIESPayables 132,470 90,638Payable to IBRD 7 - 88,192TOTAL LIABILITIES 132,470 178f830

NET ASSETS 3,036,082 4,274,470

Funds received:IBRD loan 8,071,449 6,649,727Government of Georgia 1,828,940 979,226Other Income 97 97Total funds received 9,900,486 7,629,050

Expenditure:Project expenditure: 6,908,510 3,410,680

6,908,510 3,410,680

Foreign exchange gain 44,106 56100

TOTAL NET ASSETS 3,036,082 4,274,470


3uansher BurctK4t-z Natalie GodzieVilhvilliActing Executive q iro4or Head of Financial Management and

Investments Unit

15 June 2018 15 June 2018

The notes on pages 9 to 12 form an integral part of these special purpose project financial statements.


SUMMARY OF EXPENDITURE BY ACTIVITYFOR THE YEAR ENDED 31 DECEMBER 2017(in US Dollars)

Actual Planned VarianceProject activities Cumulative Cumulative Cumulative

Year ended as at Year ended as at Year ended as at31.12.2017 31.12.2017 31.12.2017 31.12.2017 31.12.2017 31.12.2017

Unaudited Unaudited Unaudited UnauditedComponent 1:Infrastructureinvestment 3,333,032 6,464,696 3,000,000 6,131,664 (333,032) (333,032)

Component 2:Institutionaldevelopment 164,798 293,814 200,000 329,016 35,202 35,202

Front end fee - 150,000 - 150,000 - -

TOTALEXPENDITURES 3,497,830 6,908,510 3,200,000 6,610,680 (297,830) (297,830)


Juansher Burchu d Natalie Godzishvili -Acting Executive Di Head of Financial Management and

Investments Unit

15 June 2018 15 June 2018

6


STATEMENT OF EXPENDITURE ("SOE")FOR THE YEAR ENDED 31 DECEMBER 2017(in US Dollars)

Works, Goods,Consulting

Withdrawal services and OperatingWithdrawal No. application date Total SOE training costs

3 15.03.2017 821,440 789,153 32,2874 08.09.2017 214,117 194,019 20,098

1,035,557 983,172 52,385

Total expenditure in amount of USD 821,440 under withdrawal application No. 3 is attributable to 2016 and recorded asexpenditure in the 2016 financial statements respectively. The withdrawal application for these expenses weresubmitted to International Bank for Reconstnction and Development in 2017.


Juansher Burc u Natalie Godzia viliActing Executive or Head of Financial Management and

Investments Unit

15 June 2018 15 June 2018


7


STATEMENT OF DESIGNATED ACCOUNTFOR THE YEAR ENDED 31 DECEMBER 2017(in US Dollars)

Account No. 202255093Depository Bank State TreasuryAddress 16 V. Gorgasali street

Tbilisi, 0114Georgia

Opening Balance

Funds received from IBRD 1,238,297

Present outstanding amount advanced to Designated Account (DA) 5,284,787

Designated Account (DA) closing balance as at 31 December 2017 2,166,063

Add: Amount of eligible expenditures paid 3,118,724

Total advance accounted for 5,284,787


Juansher Burchula ze Natalie Godzia hviliActing Executive Direc or Head of Financial Management andInvestments Unit

15 June 2018 15 June 2018


8


NOTES TO THE SPECIAL PURPOSE PROJECT FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2017(in US Dollars)

1. BACKGROUND

Municipal Development Fund (MDF) was established by the Government of Georgia byPresidential Decree # 294 of June 7, 1997 to manage allocated credits/loans received from theInternational Development Association ("IDA"), the International Bank for Reconstruction andDevelopment ("IBRD"), the Asian Development Bank (ADB) and the European Investment Bank(EIB) and monitor the implementation of infrastructure sector projects.

The International Bank for Reconstruction and Development Loan Agreement No. 8494-GE (the"Agreement") in the amount of 60 million United States Dollars ("USD") was signed between theGovernment of Georgia ("GoG") and International Bank for Reconstruction and Development("IBRD") on 7 August 2015 ("inception").

The main objectives of the loan are: providing finance for Investment Subprojects for the urbanregeneration of old towns and villages in the Samtskhe-Javakheti and Mtkheta-Mtianeti regions;support Local Self Governments in financing investment subprojects for the creation of publicinfrastructure to attract private sector investments; enhance the institutional capacity andperformance of the Georgia National Tourism Administration, the Agency for Culture HeritagePreservation of Georgia, the National Museum, MDF and other local and regional entities. Theclosing date of the loan is 31 December 2019.

2. ACCOUNTING POLICIES

Basis of accounting - These special purpose project financial statements have been prepared inaccordance with the World Bank's Financial Management Sector Board's "Guidelines: AnnualFinancial Reporting and Auditing for World Bank Financed Activities" and the accounting policiesset out below.The special purpose project financial statements have been prepared on the accrual basis ofaccounting.

These special purpose project financial statements, in accordance with the provisions of theAgreement, are prepared to report the information to the Government of Georgia andInternational Bank for Reconstruction and Development. As a result these special purpose projectfinancial statements may not be suitable for another purpose.

Funds received -Project financing is recognised as sources of funds in the period when the cashinflow can be reasonably estimated and they become available and measurable,

Expenditure - Expenditure is recognised on an accruals basis as a use of project funds whenliabilities are incurred.

Functional currency - These special purpose project financial statements are expressed inUnited States Dollars ("US Dollar" or "USD").

Transactions in other currencies - Transactions in currencies other than reporting currenciesare converted to US Dollars at the exchange rate prevailing at the date of the transaction.Monetary items are translated into US Dollars at the National Bank of Georgia (NBG) officialexchange rate at the reporting date.

Cash - Cash comprises balances with State Treasury.

3. DESIGNATED ACCOUNT

Designated account is a special disbursement account of the Project maintained in US Dollars atthe State Treasury to ensure the payment of eligible expenditures, within defined limits, which donot require individual authorisation from IBRD in accordance with the Agreement.

9


NOTES TO THE SPECIAL PURPOSE PROJECT FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2017 (CONTINUED)(in US Dollars)

4. BASIS OF FUNDING

According to the terms of the Agreement, the expenditure is co-financed by proceeds receivedfrom IBRD and the Government of Georgia (GoG) at a proportional rate of 80/o and 20%,respectively.

1BRD GoG TotalWorks and goods, non-consulting service,consulting service, training 59,050,000 14,800,000 73,850,000Operating costs 800,000 200,000 1,000,000Front-end fee 150,000 - 150,000

Total: 60,000,000 15,000,000 75,000,000

5. METHODS OF WITHDRAWAL

The methods of withdrawal used from the inception of the loan to 31 December 2017 were asfollows:

(a) Designated Account

Municipal Development Fund withdraws the eligible amounts from the designated account andprepares and sends replenishment requests to the World Bank with authorised signatures. Thereplenishment requests and respective documentation are reviewed by the World Bank and anapproved amount is transferred to the designated account.

(b) Direct Payment

Available amounts are drawn from time to time within limits determined under the loanagreement for direct payments of eligible expenditures for sub-projects. Direct payments aremade by the World Bank directly to third parties. MDF forms withdrawal applications for requestof direct payments and sends it to the World Bank, for settlement.

(c) GoG Current Account

The Project maintains a separate account where funds from the Government of Georgia areaccumulated. The funds are further disbursed to sub-contractors based on the share ofexpenditures to be incurred.

6. STATEMENT OF EXPENDITURE

Withdrawals are to be made on the basis of SOEs for expenses on contracts within the followingcontractual limits:

(i) All expenditures for works valued at less than USD 4,000,000;(ii) Consultant services contracts (firms) valued at less than USD 200,000;(iii) Consultant services contracts (individuals) valued at less than USD 50,000;(iv) All expenditures for goods valued at less than USD 300,000;

10


NOTES TO THE SPECIAL PURPOSE PROJECT FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2017 (CONTINUED)(in US Dollars)

7. OTHER RECEIVABLES/PAYABLES TO IBRD

During the year 2016 the fund made payment of 1 0 of advance of a Consulting Servicecontract from IBRD funds, despite the fact that IBRD's eligible share of the expenditure was only80% according to the Loan Agreement. Ineligible portion of USD 88,191 was recognized as apayable to IBRD and receivable from GOG. Total amount of the liability toward the bank wascovered in 2017 by paying the IBRD share of the expenditures from the GoG funds.

8. PREPAYMENTS

31 December 31 December2017 2016

Advances to contractors 992,519 318,618

Total: 992,519 318,618

Payments of advances to contractors are made at the beginning of the contract in amount of10%-20% of total contract amount. Retention of advance is done periodically upon submission ofworks completed certificates by contractors.

9. PROJECT EXPENDITURE BY FUNDS

ActualYear to CumulativeProject activities date to date

Works and goods, non-consulting service,consulting service, training 2,657,851 4,850,751Operating cost 131,845 234,652Front end fee 1 234,652

- 150,000IBRD TOTAL 2,789,696 5,235,403

Works and goods, non-consulting service,consulting service, training 675,182 1,613,946Operating cost 32,952 59,161

GoG TOTAL 708,134 1,673,107

TOTAL PROJECT EXPENDITURE 3,497,830 6,908,510

The Project consists of the following main components:

Component 1 - Infrastructure Investment

* Urban regeneration of old towns and villages, including restoration of building facades androofs, public spaces, museums, etc.* Provision of Public Infrastructure to Attract Private Investments

Component 2 - Institutional Development

* Support institutional capacity and performance of the Georgia National, Tourism Administration(GNTA), National Agency for Culture Heritage Preservation of Georgia (NACHP), NationalMuseum, Project Implementing Entity (MDF), and other local and regional entities.11


NOTES TO THE SPECIAL PURPOSE PROJECT FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2017 (CONTINUED)(in US DollaLs2

10. RECONCILIATION OF DESINGATED ACCOUNT

WB GoG TotalExpenditures incurred during the year 2,789,696 708,134 3,497,830

Change in prepayments (183,425) - (183,425)Change in reablens 564,448 109,453 673,901Change in receivables

- (79,368) (79,368)Change in Other receivables 917 229 1,146Change in payables to IBRD - 88,192 88,192Change in payables (32,608) (9,224) (41,832)Foreign exchange (20,304) 8,310 (11,994)

Amount of eligible expenditurepaid 3,118,724 825,726

11. COMMITMENTS AND CONTINGENCIES

Management is not aware of any commitments and contingencies which would have a materialimpact on the financial position of the Project and the Special Account Statement as at 31December 2017 and on the funds received and disbursed during the year then ended.

12. OPERATING ENVIRONMENT

Emerging markets such as Georgia are subject to different risks than more developed markets,including economic, political and social, and legal and legislative risks. Laws and regulationsaffecting businesses in Georgia continue to change rapidly and tax and regulatory frameworks aresubject to varying interpretations. The future economic direction of Georgia is heavily influencedby the fiscal and monetary policies adopted by the government, together with developments inthe legal, regulatory, and political environment.

Throughout 2017 Georgia's neighbouring countries, which are large trading partners of Georgia,have experienced significant political and economic turmoil which has had a knock-on effect onthe Georgian economy. This has resulted in a significant devaluation of the Georgian Lari againstthe US dollar and other major currencies.

13. EVENTS SUBSEQUENT TO THE BALANCE SHEET DATE

Following the Mid-Term Review in September 2017, MDF and World Bank agreed to update theProject Implementation Plan and prolong the closing date to 31 December 2020, based on whichthe Project restructuring process has been initiated. At the date of approval of these specialpurpose project financial statements, the restructuring process has not been finalised.

Except to the above, there were no other significant events subsequent to the balance sheet datethat would require adjustment or disclosure in these special purpose project financial statements.

14. APPROVAL OF SPECIAL PURPOSE PROJECT FINANCIAL STATEMENTS

These special purpose project financial statements were authorised for issue by the Managementof MDF on 15 June 2018

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Documents

MUNICIPAL DEVELOPMENT FUND OF GEORGIAdocuments.worldbank.org/.../en/...Audited-PFS-2017.pdfFOR THE YEAR ENDED 31 DECEMBER 2017 Management of the Third Regional Development Project