Annual Report • Sep 11, 2017
Annual Report
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H1 2017
—
| General information about the Company and its Group | 6 | |
|---|---|---|
| I Management Report | 8 | |
| 01. | Strategy of Echo Investment Group | 9 |
| 02. | Business model | 10 |
| 03. | The ownership structure of Echo Investment S.A. and shares description | 11 |
| 04. | Significant events in H1 2017 | 12 |
| 05. | Major events after the balance sheet day | 17 |
| 06. | Description of markets the Company and its Group operate in | 18 |
| 07. | The Groups segments | 21 |
| 08. | Echo Investment Group achievements in each sectors | |
| of the market and its perspectives | 24 | |
| 09. | Portfolio of properties | 27 |
| 10. | Main investments in H1 2017 – acquisition of plots | 33 |
| 11. | Factors and unusual events influencing the financial result in H1 2017 | 34 |
| 12. | Factors which will influence the results of the Company | |
| and its Group in the perspective of at least the following quarter | 35 | |
| 13. | Explanations concerning the seasonal and cyclical nature | |
| of the Groups activity in H1 2017 | 36 | |
| 14. | Information on paid or declared dividend | 37 |
| 15. | Bonds | 38 |
| 16. | Loan and borrowing agreements | 39 |
| 17. | Surety agreements | 41 |
| 18. | Guarantee agreements | 42 |
| 19. | Echo Investment Group | 44 |
| 20. | Influence of the results disclosed in the report for 1H 2017 | |
| on possibility of fulfilment of previously published result forecasts | 50 | |
| 21. | Remuneration of the Management Board and Supervisory Board | 51 |
| 22. | Total number of the issuer's shares held by management | |
| and supervisory staff | 53 | |
| 23. | Court, arbitration or public administration proceedings | 53 |
| 24. | Material transactions concluded by the Company or its subsidiary | |
| with related parties on terms other than market terms | 54 | |
| 25. | Agreements concluded with an entity authorised | |
| to audit financial statements | 55 |
| 01. | Accounting principles adopted in drawing up the semi-annual | |
|---|---|---|
| report of Echo Investment Group | 64 | |
| 02. | Application of new and amended standards and interpretations | 65 |
| 03. | Published standards and interpretations which are not effective | |
| yet and have not been adopted by the company | 66 | |
| 04. | Restatement of consolidated financial statements for previous periods | 68 |
| 05. | Methods of establishing financial results | 71 |
| 06. | Estimates of the Management Boards of the Group's Companies | 73 |
| 07. | Segment reporting | 76 |
| Explanatory notes to the consolidated financial statements | ||
| of the Echo Investment Group for H1 2017 | 77 | |
| III Condensed interim separate financial statements | 92 |
| 01. 02. |
Accounting principles adopted in drawing up the semi-annual report of Echo Investment S.A. Effects of adopted changes in accounting principles – restatement |
100 |
|---|---|---|
| of financial statements for previous periods | 101 | |
| 03. | Methods of establishing financial results | 103 |
| 04. | Material transactions concluded with related enitities | 105 |
| 05. | Estimates of the Management Board | 107 |
| Explanatory notes to condensed separate financial statements of Echo Investment S.A. for H1 2017 |
109 |
IV Statement of the Management Board 132
We publish Echo Investment's H1 financial report with great satisfaction, it was a very successful period for us.
Echo Investment group's net profit amounted to PLN 125 mln in Q2, comprising a margin on the sale of 58 apartments, a positive valuation of projects under construction and a gain on the sale and revaluation of shares of Echo Polska Properties. Our debt remained stable, while we continue to finance our developments.
A significant part of our profit comes from the gain on EPP shares. We sold 40 mn shares generating EUR 49 mn of proceeds and revalued remaining 51 mln to the market value, recognizing a total gain of PLN 88 mln. Subsequently we paid a special dividend of PLN 0.5 per share to our shareholders. We continue to be EPP's substantial shareholder holding 7.2% of its total number of shares.
We have been consistently growing in the residential sector. Market surveys as well as our analyses confirm a strong potential of this sector in the next few years. We have been marketing new projects, which are very welcome by clients and we sold 550 apartments in H1 2017. The second half of 2017 will be marked by an accumulation of project completions and deliveries of apartments to clients. We are confident with regard to the execution of our annual sales plan of 1,300 apartments and handing over keys to over 900 units. It will be a record year for the Company.
The launch of the construction work in the Browary Warszawskie project was an important event not only for the office department. There is a great interest among potential tenants, but I am glad that also residents of Warsaw appreciated our concept of returning this area to the city and creating a place which is comfortable to live, work and relax in. We want to create such an atmosphere also in our other projects. It is our ambition to co-create cities, not only to develop buildings.
Over the last few months we managed to sign preliminary sales contracts concerning two office buildings in Wrocław: West Link and Sagittarius. Both projects have excellent locations and well known tenants and they are both planned to be completed in the first quarter of next year. Echo Investment worked a long time for the trust it enjoys on the market, which makes it possible to reach agreements that build the value for both parties. Investors secure the best assets in their class early while we circulate capital faster and generate higher rates of return.
We smoothly took over the Galeria Młociny project which is under construction in Warsaw. We are introducing creative solutions which will provide the project with a new quality. We want it to be a destination attracting people and meeting their everyday needs, not only in terms of the shopping offer but also a wide selection of services and entertainment. In the next few weeks we will also be celebrating the completion of extensions of the Outlet Park and Galaxy retail projects which we have been developing for EPP.
Over the last 12 months we devoted a lot of equity to the purchase of new plots and projects which will secure our activity in the next few years. We have managed to close transactions concerning properties where over half a million square
OVER THE LAST 12 MONTHS WE DEVOTED A LOT OF EQUITY TO THE PURCHASE OF NEW PLOTS AND PROJECTS WHICH WILL SECURE OUR ACTIVITY IN THE NEXT FEW YEARS. WE HAVE MANAGED TO CLOSE TRANSACTIONS CONCERNING PROPERTIES WHERE OVER HALF A MILLION SQUARE METERS OF OFFICES, APARTMENTS, SHOPS AND SERVICE AREAS ARE TO BE DEVELOPED. THEY INCLUDE PLOTS WHICH COULD BE TRANSFORMED INTO TRUE DESTINATIONS, NEW PARTS OF CITIES.
meters of offices, apartments, shops and service areas are to be developed. They include plots which could be transformed into true destinations, new parts of cities. We can build projects including apartments for sale and rent, offices, areas earmarked for shopping, services and restaurants as well as hotels and student houses, which undoubtedly provides us with a major competitive advantage.
I encourage you to read our H1 2017 financial report which presents details concerning our results, operations and efficient management methods applied in the capital group.
Yours sincerely,
Nicklas Lindberg President of the Management Board
Echo Investment Groups core activity consists in the construction, lease and sale of office and retail buildings, construction and sale of residential buildings as well as trade in real estate. The Groups business activity is located in Poland.
The parent company – Echo Investment S.A. – with its registered office in Kielce, al. Solidarności 36, was registered in Kielce on 23 July 1992. Echo is a Joint Stock Company entered into the National Court Register under no. 0000007025 by the District Court General information in Kielce, 10th Economic Department of the National Court Register.
Since 5 March 1996, the Companys shares are listed at the Warsaw Stock Exchange on
THE MANAGEMENT BOARD OF ECHO INVESTMENT S.A.
the regulated market, sector – WIG-Real Estate (former WIG-Developers). The Company was established for an indefinite period of time.
As at 30 June 2017, number of the Groups employees amounted to 333, which was the same number as at 30 June 2016.
Nicklas Lindberg President of the Management Board, CEO
Artur Langner Vice-President of the Management Board
Maciej Drozd Vice-President of the Management Board, CFO
Marcin Materny Member of the Management Board
Piotr Gromniak Vice-President of the Management Board
Rafał Mazurczak Member of the Management Board
Karim Khairallach Chairman of the Supervisory Board
Laurent Luccioni Vice-Chairman of the Supervisory Board
Maciej Dyjas Member of the Supervisory Board
Stefan Kawalec Member of the Supervisory Board meeting the criteria of independence
Przemysław Krych Member of the Supervisory Board
Nebil Senman Member of the Supervisory Board
Sebastian Zilles Member of the Supervisory Board
The Audit Committee is composed of: Stefan Kawalec – Chairman of the Audit Committee Maciej Dyjas – Member of the Audit Committee Nebil Senman – Member of the Audit Committee.
I
In 2016, the Management Board of Echo Investment with the approval of the Supervisory Board developed new strategic directions called "The strategy of profitable growth". According to it, Echo Investment will accelerate the capital turnover and therefore generate higher returns for its shareholders. The Company intends to share profit in the form of regular dividends.
It is the strongest economy and real estate market in the Central and Eastern Europe. Echo Investment, which has been operating on this market for two decades, knows perfectly its potential, background and principles of functioning. This is why the Company will focus on running projects in the most important Polish cities, which are at the same time the most attractive and liquid real estate markets: Warsaw, Tricity, Poznań, Katowice, Wrocław, Cracow and Łódź.
Echo Investment is one of the biggest real estate development companies operating in Poland. The Company is active in three sectors: office, retail and residential. In accordance with the strategy of profitable growth, Echo Investment is going to be one of the leaders in each of the three sectors. This is going to translate into optimum use of resources and adequately large scale of activity.
The focus of the adopted business model is on development activities, which include land acquisition, construction, lease and sale of finished projects in short period of time after completion.
Echo Investment is not going to be the long term owner and manager of finished commercial projects therefore rental income is going to constitute only a minor part of its total income.
The ambition of Echo Investment is to run major, multi-function and city-forming projects. The Company intends to create "the destinations" – functioning space for agglomeration residents – comfortable for work, living, entertainment and satisfaction of all needs. Projects realized by Echo Investment are supposed to promote city lifestyle and attract people for the entire day.
The strategy of Echo Investment assumes cooperation with the major shareholder and its subsidiaries on market terns. Entities concentrated around PIMCO, Oaktree or Griffin may subcontract development, consulting and other services to Echo Investment. They may also be co-investors in property development projects as well as potential buyers of
newly-built commercial, office or residential investments. Development activities of Echo Investment are complementary to these of other entities in this group. Material agreements between Echo Investment and affiliates of the major shareholders and Griffin Real Estate Group need to be discussed and approved by the Supervisory Board.
Echo Investment Group runs in-house the entire investment process, starting from purchasing property, through obtaining administrative permits, financing and oversight of construction, leasing and sale. These steps are taken in most cases through the special purpose vehicles (SPV).
The core business of Echo Investment Group is divided into following segments:
The share capital of Echo Investment SA is divided into 412,690,582 ordinary bearer shares of A, B, C, D, E and F series. None of the shares has limited rights. The Company's share capital i.e. the nominal value of the shares amounts to PLN 20,635 and it was paid in cash. The nominal value of one share is PLN 0.05.
The number of shares equals the number of votes at the General Meeting of Shareholders.
Securities issued by Echo Investment S.A. do not grant any special control powers to their holders.
Echo Investment S.A. does not have any information on restrictions on the right to vote by holders of the Issuer's securities, neither on restrictions on the transfer of ownership of the Company's securities.
Lisala Sp. z o.o. is directly controlled by Echo Partners B.V. and indirectly by the following funds: Oaktree Capital Management, Pacific Investment Management Corporation (PIMCO) and Griffin Real Estate.
The above figures result from information about shareholders holding, directly or indirectly via subsidiaries, at least 5% of the overall number of votes at the GM of Echo Investment S.A. as of 29 June 2017.
In the period between the publication of the last financial report, i.e. 29 May 2017, and the date of this report, the Company did not receive any notifications of a change in the shareholding of significant shareholders.
The Company started a public offer of E-series bonds worth up to PLN 100 mln on 8 June 2017 and the value of subscriptions made by investors exceeded the value of the offer already on the first day. Consequently the Company shortened the subscription period and reduced the subscriptions proportionately. Ultimately, the Company allocated 1 mln bonds to 862 investors, with an average reduction rate of 60%. Bonds were registered in the National Depository for Securities on 6 July 2017, on 20 July 2017 they were authorized for trading by the Management Board of the Warsaw Stock Exchange and on 28 July 2017 – introduced to the Catalyst market. The bonds issued have four-year maturity, their profitability is based on WIBOR 6M plus a margin of 2.9% and the interest is to be paid semi-annually.
On 9 March 2017, companies from the Echo Investment group and the Echo Polska Properties group signed an agreement concerning a joint purchase of 100% shares in Rosehill Investments, which was the indirect owner of the retail and office project Galeria Młociny that is under construction near Zgrupowania AK "Kampinos" Street in Warsaw. The sellers are: Broomfield Investments, Catfield Investments sp. z o.o., Powell Real Estate International B.V., Taberancle Limited, Taberancle Investments Limited and Elsoria Trading Limited. The two companies paid EUR 104,5 mln for the project (including liabilities of the company being the subject of the transaction). The Echo Investment group will have the share of 30% in the transaction, the part of the price attributable to the group is EUR 12 mln and its part of acquired liabilities amounts to EUR 19 mln. The parties closed the deal on 31st May, 2017.
Together with the conclusion of the contract an entity from the Echo Investment's group provided the SPV company which builds Galeria Młociny with a loan of a maximum value of PLN 70 mln for the repayment of its liabilities towards the general contractor.
Furthermore, Echo Investment also concluded as agreement with Echo Polska Properties, regulating the corporate governance principles in the acquired companies and a development agreement which provides Echo Investment with the function of the building site manager and project leasing agent.
Galeria Młociny is a retail and office project with a leasable area of 81,000 sqm, of which 75,000 sqm is retail, entertainment and gastronomy space. The facility is located near the main public transport hub in northern Warsaw, which sees 40 000 daily commuters. Construction of the first phase commenced in October 2016, and is on track for completion in Q2 2019. The development is approximately 55% preleased, and its key tenants include Inditex brands, Van Graaf and H&M. Construction works on the site continue according to the schedule.
Total value of 1st tranche bonds placed in Echo Investment's II Public Bonds Issue Programme
Echo Investment and its subsidiaries concluded a preliminary contract concerning the sale of the West Link office building in Wrocław with entities from the Griffin Premium RE group with its seat in Netherlands. The buyer is a company affiliated with Griffin Real Estate.
The deal is to be closed subject to the following conditions:
The sales price of the shares was established as follows:
The price will be subject to standard adjustments after the closure of the transaction.
The initial sale price of 100% of the shares in the project companies amounts to EUR 18 mln (taking into account the predetermined price formula) and the difference between the pre-determined value of the building (EUR 36.06 mln) and the value of the shares in project companies will constitute a project debt.
On 12 June 2017, pursuant to the contract, the buyer was offered a purchase of bonds with a total nominal value and an issue price of EUR 18 mln, which were issued under private placement by an entity controlled by Echo Investment. The proposal was accepted by the buyer. The redemption date of West Link bonds is 31 December 2018. Early redemption is possible e.g. in case of early conclusion of a final contract. The West Link bonds are unsecured and they bear a fixed interest rate stipulated in the terms and conditions of the issue. Their redemption will take place by paying an amount equal to the nominal value of the bonds plus accrued interest, with the nominal value being deducted at the purchase price of 100% of the shares in the West Link project companies.
In exchange for the acquisition of the West Link bonds and making a payment of EUR 18 mln by Griffin Premium RE, the Echo Investment companies granted the buyer irrevocable powers of attorney entitling them to enter into the final sale agreement concerning the companies which own the West Link project. The Buyer will be entitled to use the powers of attorney in the event of:
At the same time with the preliminary sale agreement of West Link, the Griffin Premium RE and Echo Investment concluded an investment contract concerning the right of the first offer (ROFO) for office projects developed in Warsaw i.e. the Beethovena stages I and II and Browary Warszawskie stage J. Following the legal due diligence and provided that its results are considered satisfactory by Griffin Premium RE, Griffin Premium RE will invest 25% of the capital which was already invested and the future capital needed for the completion of the construction process and finalization of the project by the acquisition of bonds. The total estimated value of these bonds is EUR 9.9 mln.
| Project | GLA [sqm] | NOI [EUR mln] | Start | Commissioning |
|---|---|---|---|---|
| Beethovena I | 17 800 | 3,1 | Q3 2017 | Q3 2019 |
| Beethovena II | 17 400 | 2,9 | Q1 2018 | Q4 2019 |
| Browary Warszawskie J | 15 000 | 3,1 | Q2 2017 | Q3 2018 |
The proposal was accepted by GPRE Management. The bonds will be issued in certain number of series, and the value of the first series amounted to EUR 6,4 mln. The maturity date for all the series of the ROFO bonds is 12 June 2032, with the earlier redemption of the series being possible e.g. in the case of early closure of the ROFO transaction. The bonds will be redeemed by paying an amount equal to the nominal value of the bonds plus accrued interest. The ROFO Bonds are unsecured and they have a fixed interest rate which is stipulated in the terms and conditions of issue.
In connection with the investment in bonds, an entity controlled by Griffin Premium RE will be entitled to a 25%-share in the projects' profits. Griffin Premium RE is entitled to submit the first offer to buy 3 office buildings included in the ROFO agreement to Echo Investment.
As a result of preliminary contracts concluded on 30 September 2016 concerning the sale of seven office buildings to Echo Polska Properties, the sales contract of A4 Business Park III in Katowice was closed on 26 April 2017.
As part of the transaction the seller and the buyer concluded a rent guarantee agreement which envisages the seller covering rent payments and average operating costs for the parts of the building which were not leased on the day of signing the agreement or were leased but involved rent discounts or rent holidays. Furthermore, the seller and the buyer concluded a fit-out work agreement, based on which Echo Investment will conduct finishing work for EPP for extra remuneration.
The sales price was EUR 27.5 mln plus VAT, however, taking into consideration additional payments which the seller could receive on the basis of the fit-out work agreement, the total revenue related to the sale could increase to the estimated amount of EUR 28.5 mln plus VAT.
Echo Investment and EPP are bound by a preliminary contract concerning the sale of 3 office buildings: O3 Business Campus II and O3 Business Campus III in Kraków as well as Symetris Business Park II in Łódź. The conclusion of the contracts is subject to obtaining an occupancy permit for each of the buildings as well as the lease of minimum 60% of the area.
The above-mentioned building as well as Sagittarius and Nobilis in Wrocław and Galeria Libero in Katowice are part of a package of properties included in the Right of the First Offer (ROFO). Furthermore, EPP is their co-investor holding 25% shares, which also means that the company is entitled to 25% of the sales profit.
On 22 June 2017 the Company and its subsidiary Echo Prime Assets B.V., which is a direct owner of the shares of Echo Polska Properties N.V. (EPP) – a company established as a result of separating Echo Investment group's yielding assets in 2016 – received a notification from the main shareholder of EPP – Redefine Properties Limited – with regard to releasing Echo Investment from the lock-up of EPP's shares. The lockup made it impossible to sell EPP's shares until September 2017. On the same day Echo Investment sold 40 mln shares of EPP, which constituted nearly 5.7% of EPP's share capital and 44% of the block held by Echo Investment. The sales price of the shares minus transaction costs was EUR 49 mln. The transaction made it possible for the company to finance the payment of a special dividend to its shareholders, which was not included in its adopted dividend policy.
Echo Investment Group is now the owner of 50,700 shares of EPP, which constitute app. 7.2% in the share capital. However, in the financial report for H1 2017 the shares were classified as assets earmarked for sale.
Echo Investment's share in the shareholding structure of Echo Polska Properties
Echo Investment signed a preliminary sale agreement for the office building Sagittarius Business House, which is under construction in Wrocław on 20 July 2017. Its buyer is Warburg-HIH Invest Real Estate (Warburg-HIH Invest), which will buy the building for a fund it administers on behalf of its institutional investors.
Conditions precedent to the conclusion of the contract include: completion of the construction process, receipt of the final occupancy permit, acquisition of a final tax interpretation of the transaction, geodetic division or transfer of minimum 60% of the leasable area to tenants. The parties plan to conclude the final contract upon the fulfilment (or waiving of the conditions precedent) but no later than 30 November 2018. The closing date may be postponed until 31 January 2019.
The company's sales price was set as the quotient of NOI (i.e. the difference between the operating income and non-deductable operating costs) of the enterprise and the capitalization rate of 6.175%.
The price to be paid at the closing of the transaction is estimated at app. EUR 65 mln. After tenants acquire the units and parking spaces in the building constituting minimum 80% of the leasable area, the total estimated price will increase to app. EUR 73 mln. It should be noted that both the price paid at the closing of the transaction and the price after the increase will be reduced by the value of 'rent-free periods', 'rent-discount periods' and the cost of the fit-out work, which means that the estimated closing price and the estimated post-rise price will amount to app. EUR 56 mln and EUR 63 mln, respectively. At the same time, the fit-out contract provides for the remuneration to be paid to Echo Investment by the buyer for the work performed after the conclusion of the final contract in the premises which will not be leased at the date of conclusion of the final contract or will be leased but the finishing work will not be completed at the time. It is estimated that the remuneration will amount to EUR 6,414,606 + VAT, i.e. EUR 450 + VAT per square meter.
On the day of closing the transaction or shortly after the conditions precedent have been met, the parties also undertook to sign: contracts for the fit-out work, a guarantee of the quality of the building, a guarantee of the structure of the building and a contract of rent guarantee (if required).
The Sagittarius Business House is being developed in the future central business district of Wroclaw. The building will have a leasable area of about 25,000 sqm. Its anchor tenants are EY and Bank of New York Mellon, which will jointly occupy more than 90% of the area (lease agreements plus extension options). Completion of the construction work on the office building is scheduled for Q1 2018.
Target price for Sagittarius Business House.
The data illustrating the demand and supply of office space in Poland, which are published on a quarterly basis, confirm a very good condition of this market with its simultaneous quick development. According to a survey of the Polish Office Research Forum (PORF), lease transactions concerning an area of nearly 723,000 sqm were concluded in nine largest cities in Poland in H1 of this year, which constitutes a 15% growth compared to the corresponding period in 2016. The vacancy index tends to decrease and it amounted to 11.9% at the end of June.
The market gained an area of over 300,000 sqm in H1, 130,000 sqm of which was completed in Warsaw. 1.7 mln sqm of offices are under construction (with the entire market amounting to 9.3 mln sqm), over 40% of which is located in the capital city. Base rents are constant. The market situation is stable but it is favourable for tenants in terms of negotiating better incentive packages. A high vacancy index is mostly a concern for owners of older facilities. According to PORF, the share of renegotiations and extensions amounted to app. 30% of contracts signed and 22% concerned buildings under construction or even at the preparation stage.
Warsaw remains the largest local market as the semi-annual demand exceeded 390,000 sqm here – it was the highest semi-annual result in history. In spite of concerns the vacancy index has been systematically declining for four quarters and it amounted to 13.9% at the end of June 2017. However, it needs to be remembered that completions of large projects such as Varso, The Warsaw HUB and Mennica Legacy Tower are planned for the years 2019-2020.
| City | Area completed | Area leased | Vacancy index | Area under construction |
|---|---|---|---|---|
| Warsaw | 131 400 | 391 400 | 13,9% | 720 000 |
| Kraków | 80 900 | 98 300 | 9,2% | 290 000 |
| Wrocław | 22 800 | 91 700 | 8,5% | 260 000 |
| Trójmiasto | 10 900 | 73 800 | 7,8% | 140 000 |
| Katowice | 14 200 | 17 000 | 12,7% | 28 000 |
| Poznań | 15 500 | 12 700 | 12,2% | 68 000 |
| Łódź | 33 700 | 29 700 | 6,0% | 150 000 |
Source: PORF
The first half of the year is usually not a period marked by openings of new retail facilities. From January until June 2017 the Polish retail market only gained app. 30,000 sqm, half of which were extensions. However, nearly 750,000 sqm is under construction, nearly half of which is to be opened in H2 of this year. This means that the annual supply will be similar to that of 2016. Colliers' analysts observe a growing number of modernized facilities. 12% of the area under construction involves modernizations and extensions of older projects.
Total modern retail space in Poland
The vacancy index is continuously low and it amounted to 4.1% for eighteen largest cities i.e. 0.6 per cent more compared to the end of 2016. Warsaw is the most attractive city with the vacancy index of only 2.6%. One of the challenges for some shopping centres involved the rental of former Alma's units, the owner of which applied for bankruptcy. The saturation of the Polish market has been systematically growing and it amounted to 293 sqm per 1,000 inhabitants at the end of June 2017. Out of the large cities it is the highest in Lublin (959 sqm), Poznań (832 sqm) and Wrocław (826 sqm). The risk of introducing a ban on Sunday trade still hangs over the retail industry. A bill concerning this solution was positively recommended for further work by the Council of Ministers. The parliament has not dealt with it until now, which could change after the holiday period.
Q2 2017 brought about very good apartment sales results again. The phasing out of the 'Apartment for the Young' programme decreased the sales of the cheapest apartments, however, investment demand, which is largely cash-based, has not decreased. According to estimates of the REAS consulting company 17,600 apartments were sold in six largest residential markets in Poland (Warsaw, Kraków, Wrocław, Poznań, TriCity and Łódź) i.e. 1,200 fewer compared to Q1 which was historically the best in this respect. Continuously good signals from the economy i.e. the lowest unemployment rate in history and a low deficit of the public finance sector are convenient for the market.
In Q2 developers marketed a similar number of apartments as the number of apartments sold – 17,500, because of this the total offer deceased slightly and it amounted to 50,000 at the end of the quarter. However, it grew by as much as 10% compared to Q1 2017. Still, REAS analysts remark that it does not signify a balance on all local markets. It is the case in Warsaw and Wrocław but in TriCity the offer increased by 8%, in Łódź – by 20% whereas in Poznań it decreased by 15% and in Kraków – by 12%.
The index of apartment prices confirms the phenomenon of a slow but stable growth over the last few years. The last quarter generated a clear increase, however, it was connected with the phasing out of the 'Apartment for the Young' programme and a decrease of demand for the cheapest apartments as well as a slight increase of the interest in investment apartments, which are usually slightly more expensive.
REAS analysts indicate that Q3 2017 sales results should not be lower than in the previous period despite the holiday period. The 'Apartment for the Young' programme will disappear as of February 2018, however, because the share of the programme on the majority of the markets did not exceed a dozen or so per cent per year, the withdrawal of subsidies itself should not decrease the annual scale of demand dramatically. Poznań market, which was the greatest beneficiary of the programme, will sense it the most. According to REAS, nothing indicates the cooling down of investment demand due to continuously negative interest rates. That is why annual sales results should not be lower compared to 2016 result, they could in fact be higher. It needs to be remarked that H1 2017 sales were 23% higher compared to the corresponding period in 2016.
It will probably be difficult to maintain such a high pace in 2018 unless the period of historically low interest rates continues until then.
– Apartments marketed
30 transactions with a total value of EUR 1.53 bln concerning 50 commercial properties were closed in H1 in Poland. Poland remains the dominant market in Central Europe in terms of liquidity even though the value of transactions closed in the Czech Republic was higher and it amounted to EUR 2.2 bln. Colliers' analysts observe strong activity of new investors e.g. from the Republic of South Africa in our region.
Cap rates for the best properties remain record low: there was no further compression in H1 of the year. They amount to app. 5.25% for offices in the centre of Warsaw and app. 6.25% in regional cities such as Wrocław or Kraków. For retail properties in Warsaw they amount to 5.0%-5.5% (no transactions) just like in the case of the main regional cities. In smaller towns they are 8.0%-8.5%.
Interestingly, a large part of transactions closed in H1 is attributable to purchases of retail portfolios, which were bought by e.g. Pradera (4 IKEA retail parks), Deutsche Asset & Wealth Management (3 Fashion House retail parks from Peakside) and EPP (3 shopping centres from Blackstone). Colliers' analysts estimate that the value of transactions on the commercial property market in Poland in entire 2017 will be comparable or slightly higher than in 2016 (EUR 4.5 mln). They announce that some transactions in H2 of the year will be executed by new investors on the Polish market, who will be looking for higher rates of return compared to the West. Provided that the REIT structure is introduced to the Polish legislation from the beginning of 2018, an increase of the share of local investors in the total value of transactions could be expected in the future.
2 134 mln PLN
Total value of liabilities
138 mln PLN
Total operational costs
Total value of assets
169 mln PLN
Total revenues
– Revenues
Gross profit on sales
| Revenues | Costs | ||
|---|---|---|---|
| Lease | 258 | 284 | |
| Services (development) | 6 399 | 2 472 | |
| Maintenance of projects in preparation and under construction | 122 | 594 | |
| Total | 6 779 | 3 350 |
| Revenues | Costs | ||
|---|---|---|---|
| Lease | 10 500 | 9 126 | |
| Services (fit-out works) | 57 788 | 51 264 | |
| Maintenance of projects in preparation and under construction | 1 266 | 2 374 | |
| Total | 69 554 | 62 764 |
| Revenues | Costs | ||
|---|---|---|---|
| Sale | 76 324 | 62 045 | |
| Lease | 1 786 | 500 | |
| Services | 1 | (130) | |
| Total | 78 110 | 62 415 |
| Revenues | Costs | ||
|---|---|---|---|
| Sale | 3 868 | 5 794 | |
| Lease | 1 863 | 3 063 | |
| Services | 9 226 | 933 | |
| Total | 14 957 | 9 789 |
In H1 2017 Echo Investment dug the first hole at the building site of the first office building in the Browary Warszawskie complex (GLA of 15,000 sqm). In H2 the Company will start working on two more: on Beethovena Street in Warsaw (GLA of 18,000 sqm) and Grundmanna Street in Katowice (GLA of 25,500 sqm). The launch of the construction of six office buildings with a combined area of over 128,000 sqm in Warsaw, Łódź, Gdańsk, Wrocław and Katowice. is planned for next year.
The lease of retail space is on schedule. In Q2 the leasing department signed contracts concerning a total area of 17,500 sqm, which provides a cumulative result of nearly 43,000 sqm since the beginning of the year. The semi-annual result is nearly 60% better compared to H1 2016.
The construction work on the projects in progress is conducted without any disruptions. The Sagittarius project in Wrocław was topped off in mid-August as it moved from the structural work phase to the finishing work phase.
– Recommercialisation
The purchase of shares of the Galeria Młociny shopping centre which is under construction in Warsaw was the most important event in the retail department in the last quarter. Echo Investment smoothly took over the building site and reached an agreement with Erbud, which is the general contractor of the project, it also started working on the optimisation of the project's layout. The leasing department also started negotiations with tenants. The project is currently 56% leased.
In Q2 the leasing department signed contracts concerning an area of 16,700 sqm in shopping centres, nearly 5,000 sqm of which referred to new projects while the remaining area regarded recommercialization of projects from EPP's portfolio. The semi-annual result is comparable to that generated in H1 2016. The most new contracts concerned Galeria Libero in Katowice. It was joined by brands such as: Reserved, Mohito, Sinsay, Cropp and House, which are all owned by LPP (4,500 sqm), Home&You (300 sqm), Guess (300 sqm) and H&M in July (1,800 sqm). The construction work is on schedule, in July Echo Investment
Item 4.2 provides more details concerning the purchase of Galeria Młociny.
signed a contract with Przedsiębiorstwo Budownictwa Drogowo-Inżynieryjnego concerning the redevelopment of the road layout near the project. Echo Investment also decided to prolong its sponsor agreement with the GKS Katowice female football team, which was promoted to the first league last season.
Echo is nearing the completion as regards the finishing work in the third stage of Outlet Park and the extension of the Galaxy shopping centre in Szczecin. Both projects are carried out for EPP. Their openings are planned for this autumn.
Out of the three sectors which Echo Investment operates in, the residential one develops most dynamically. In Q2 the company sold 297 apartments – nearly twice as many as in Q2 2016. The company's sales team managed to encourage clients to purchase a total of 554 apartments from January until the end of June. 309 such contracts were concluded in the corresponding period in 2016.
In H1 2016 the Company completed two new projects in Poznań: Pod Klonami III (14 terraced houses) and Park Sowińskiego II (42 apartments). Because of this only 148 apartments were delivered to their owners. In H2 of the year Echo expects to obtain occupancy permits for eight projects which include a total of 965 housing units (the projects which received occupancy permits so far are: Park Sowińskiego III in Poznań including 88 apartments, Dom pod Wilgą I in Kraków including 112 apartments and Osiedle Jarzębinowe III in Łódź offering 109 apartments). Thus an accumulation of deliveries is expected in Q3 and Q4. Echo Investment is planning to deliver app. 925 apartments to clients in the entire year.
– Sale
– Delivery
* – Estimations
Next projects are being launched at the same time. In H1 the first hole was dug at the building site of the Dom pod Wilgą III estate in Kraków (63 apartments) and the construction of 10 projects including over 1,200 apartments is to start before the end of the year.
GLA – global leasing area NOI – net operating income based on fully leased property and market level rents Leasing status presented as at the report day. Targeted budget includes value of plot, costs of design, construction, external supervisory, does not include costs of covering rent free periods, profit share, financial costs, marketing and broker's remuneration.
| Project | GLA [sqm] | Leasing [%] | Targeted NOI | Comments |
|---|---|---|---|---|
| Wrocław, Nobilis Business House | 16 900 | 73% | 2,9 | ROFO agreement with EPP, in negotiations with third party |
| Warsaw, Babka Tower | 6 200 | 74% | 1,0 | |
| Total | 23 100 | 3,9 |
| Leasing | NOI | Targeted budget |
Expenditu re incurred |
Targeted commis |
||||
|---|---|---|---|---|---|---|---|---|
| Project | GLA [sqm] | [%] | [EUR mln] | [PLN mln] | [%] | Start | sioning | Comments |
| Kraków, O3 Business Campus II | 18 900 | 56% | 3,3 | 116,9 | 57% | I Q 2016 | III Q 2017 | preliminary sale agreement with EPP |
| Łódź, Symetris Business Park II | 9 500 | 42% | 1,6 | 67,4 | 54% | II Q 2016 | III Q 2017 | preliminary sale agreement with EPP |
| Wrocław, Sagittarius | 24 900 | 83% | 4,5 | 176,9 | 34% | II Q 2016 | I Q 2018 | ROFO agreement with EPP, preliminary agreement with Warburg HIH |
| Kraków, O3 Business Campus III | 18 900 | 3,3 | 120,1 | 26% | IV Q 2016 | IV Q 2017 | preliminary sale agreement with EPP |
|
| Wrocław, West Link | 14 200 | 92% | 2,5 | 91,0 | 34% | III Q 2016 | I Q 2018 | preliminary agreement with Griffin Premium RE |
| Warsaw, Browary Warszawskie J | 15 000 | 3,2 | 135,6 | 24% | II Q 2017 | III Q 2018 | ROFO agreement with Griffin Premium RE |
|
| Total | 101 400 | 18,4 | 707,9 |
| Targeted NOI [EUR |
Targeted budget |
Expenditu re incurred |
Targeted | Targeted commissio |
|||
|---|---|---|---|---|---|---|---|
| Project | GLA [sqm] | mln] | [PLN mln] | [%] | start | ning | Comments |
| Warsaw, Beethovena I | 18 000 | 3 | 132,5 | 22% | III Q 2017 | III Q 2019 | ROFO agreement with Griffin Premium RE |
| Katowice, Grundmanna I | 25 500 | 4,2 | 172,8 | 14% | IV Q 2017 | IV Q 2019 | |
| Warsaw, Browary Warszawskie K | 16 200 | 3,2 | 129,9 | 25% | I Q 2018 | I Q 2020 | |
| Warsaw, Browary Warszawskie G i H | 23 000 | 5 | 225,2 | 22% | I Q 2018 | I Q 2020 | |
| Warsaw, Beethovena II | 17 400 | 2,9 | 117,2 | 24% | Q1 2018 | Q4 2019 | ROFO agreement with Griffin Premium RE |
| Łódź, Piłsudskiego/Kilińskiego | 14 100 | 2,3 | 87,2 | 12% | I Q 2018 | III Q 2019 | |
| Gdańsk, Solidarności/Nowomiejska I | 14 300 | 2,3 | 102,7 | 8% | I Q 2018 | III Q 2019 | |
| Wrocław, Powstańców Śląskich | 37 700 | 6,7 | 275,7 | 18% | III Q 2018 | II Q 2020 | |
| Katowice, Grundmanna II | 23 000 | 3,6 | 141,9 | 14% | IV Q 2018 | III Q 2020 | |
| Gdańsk, Solidarności/Nowomiejska II | 15 900 | 2,5 | 89,7 | 11% | I Q 2019 | III Q 2020 | |
| Total | 205 100 | 35,7 | 1 474,8 |
GLA – global leasing area
NOI – net operating income based on fully leased property and market level rents
Leasing status presented as at the report day
Targeted budget includes value of plot, costs of design, construction, external supervisory, does not include costs of covering rent free periods, profit share, financial costs, marketing and broker's remuneration.
| Expen | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Targeted | diture | Targeted | |||||||
| GLA | Leasing | NOI | budget | incurred | commis | ||||
| Project | [sqm] | [%] | [EUR mln] | [PLN mln] | [%]* | Start | sioning | Comments | |
| Szczecin, Galaxy (rozbudowa) | 15 200 | 95% | 3,3 | I Q 2016 IV Q 2017 | project run for EPP | ||||
| Szczecin, Outlet Park III | 3 800 | 100% | 0,7 | IV Q 2016 | III Q 2017 | project run for EPP | |||
| Katowice, Galeria Libero | 45 200 | 68% | 8,7 | 342,3 | 18% | III Q 2016 | I Q 2018 | ROFO agreement with EPP | |
| Warsaw, Galeria Młociny | 82 000 | 56% | 20,4 | 1 167,6 | 44% | IV 2016 | II Q 2019 | JV with EPP: share split 30%-70% | |
| Total | 146 200 | 33,1 | 1 509,9 |
* Concerns I phase
Galaxy and Outlet Park extentions are run for EPP with development fee for Echo Investment. They are not consolidated in Echo Investment Group.
| Targeted | Targeted | Expenditu | |||||
|---|---|---|---|---|---|---|---|
| NOI | budget | re incurred | Targeted | Targeted | |||
| Project | GLA [sqm] | [EUR mln] | [PLN mln] | [%]* | start | commissioning | Comments |
| Warsaw, Towarowa 22 | 111 100 | 36,4 | 1 696,4 | 20% | II Q 2018 * | IV Q 2020* | JV with EPP: target share split 30%-70% |
* Concerns I phase
PUM – (powierzchnia użytkowa mieszkań) – residential usable area
Sales – item covering exclusively preliminary contracts
Targeted budget includes value of plot, costs of design, construction, external supervisory, does not include costs of inventory maintenance, financial costs, marketing and sales team remuneration.
| Project | PUM [sqm] |
Number of units |
Targeted revenues [PLN mln] |
Targeted budget [PLN mln] |
Expenditure incurred [%] |
Start | Targeted commissio ning |
|
|---|---|---|---|---|---|---|---|---|
| Kraków, Apartamenty GO (Rakowicka) | 6 700 | 161 | 59,8 | 40,1 | 52% | IV Q 2016 | II Q 2018 | |
| Kraków, Dom pod Wilgą I | 6 500 | 112 | 51,9 | 35,7 | 99% | IV Q 2015 | III Q 2017 | |
| Kraków, Dom pod Wilgą II | 8 800 | 131 | 72,8 | 46,2 | 63% | III Q 2016 | II Q 2018 | |
| Kraków, Dom pod Wilgą III | 4600 | 63 | 40,4 | 28,2 | 35% | II Q 2017 | I Q 2019 | |
| Kraków, Kościuszki Apartments | 5 300 | 70 | 65,7 | 42,0 | 85% | IV Q 2015 | IV Q 2017 | |
| Łódź, Osiedle Jarzębinowe III | 6 500 | 109 | 32,1 | 23,4 | 98% | IV Q 2015 | III Q 2017 | |
| Łódź, Osiedle Jarzębinowe IV | 4 400 | 75 | 21,4 | 16,0 | 36% | IV Q 2016 | IV Q 2018 | |
| Poznań, Jackowskiego | 8 100 | 155 | 52,7 | 37,9 | 69% | III Q 2015 | IV Q 2017 | |
| Poznań, Osiedle Jaśminowe III | 3 800 | 77 | 20,6 | 14,7 | 27% | IV Q 2016 | III Q 2018 | |
| Poznań, Osiedle Perspektywa I | 8 200 | 169 | 44,3 | 31,7 | 16% | IV Q 2016 | IV Q 2018 | |
| Poznań, Park Sowińskiego III | 5 000 | 88 | 35,4 | 25,0 | 90% | II Q 2015 | III Q 2017 | |
| Poznań, Park Sowińskiego IV | 5 100 | 89 | 37,9 | 26,3 | 34% | IV Q 2016 | III Q 2018 | |
| Warsaw, Browary Warszawskie A | 5 200 | 98 | 55,3 | 37,1 | 43% | IV Q 2016 | III Q 2018 | |
| Warsaw, Nowy Mokotów III | 16 200 | 251 | 130,5 | 85,2 | 89% | III Q 2015 | III Q 2017 | |
| Warsaw, Nowy Mokotów IV | 3 200 | 45 | 29,7 | 18,2 | 67% | III Q 2015 | IV Q 2017 | |
| Wrocław, Grota-Roweckiego II | 8 200 | 135 | 43,2 | 32,2 | 98% | IV Q 2015 | IV Q 2017 | |
| Total | 105 800 | 1 828 | 793,7 | 539,9 |
| PUM | Number | Targeted revenues |
Targeted budget |
Expenditure incurred |
Targeted | Targeted commissio |
||
|---|---|---|---|---|---|---|---|---|
| Project | [sqm] | of units | [PLN mln] | [PLN mln] | [%] | start | ning | |
| Łódź, Osiedle Jarzębinowe V | 8 600 | 154 | 42,3 | 30,9 | 16% | IV Q 2017 | II Q 2019 | |
| Łódź, Wodna I | 5 300 | 86 | 28,8 | 22,1 | 16% | III Q 2017 | I Q 2019 | |
| Kraków, Rydla | 5 400 | 91 | 42,4 | 30,2 | 26% | IIV Q 2017 | II Q 2019 | |
| Poznań, Garbary | 12 300 | 217 | 85,6 | 59,9 | 23% | III Q 2018 | III Q 2020 | |
| Poznań, Osiedle Jaśminowe IV | 5 100 | 103 | 27,7 | 17,9 | 14% | I Q 2018 | IV Q 2019 | |
| Poznań, Osiedle Perspektywa II | 4 600 | 94 | 24,5 | 17,4 | 9% | III Q 2017 | II Q 2019 | |
| Poznań, Osiedle Perspektywa III | 5 600 | 104 | 30 | 20,8 | 8% | III Q 2018 | II Q 2019 | |
| Warsaw, Beethovena | 12 900 | 246 | 104,2 | 75,6 | 26% | I Q 2018 | I Q 2020 | |
| Warsaw, Browary Warszawskie B | 10 500 | 190 | 113 | 70,3 | 28% | III Q 2017 | II Q 2019 | |
| Warsaw, Browary Warszawskie C | 6 900 | 105 | 73 | 46 | 27% | III Q 2017 | II Q 2019 | |
| Warsaw, Browary Warszawskie E | 5 100 | 103 | 66,5 | 43,4 | 21% | II Q 2018 | I Q 2020 | |
| Warsaw, Princess | 4 800 | 87 | 52,6 | 39,7 | 27% | III Q 2017 | II Q 2019 | |
| Warsaw, Taśmowa I | 7 500 | 164 | 58,1 | 38,9 | 27% | III Q 2017 | II Q 2019 | |
| Warsaw, Taśmowa II | 5 000 | 111 | 38,7 | 26,5 | 21% | II Q 2018 | I Q 2020 | |
| Wrocław, Gdańska | 4 500 | 75 | 33,1 | 25,3 | 22% | IV Q 2017 | IV Q 2019 | |
| Wrocław, Zebra | 11 300 | 232 | 68,8 | 43,4 | 18% | III Q 2017 | II Q 2019 | |
| Total | 115 400 | 2 162 | 889,3 | 889,3 |
| Project | PUM [sqm] | Number of units | Targeted start | Targeted commissioning |
|---|---|---|---|---|
| Wrocław, Kępa Mieszczańska | 9 300 | 270 | IV Q 2017 | III Q 2019 |
| Wrocław, Rychtalska I | 11 400 | 303 | IV Q 2017 | III Q 2019 |
| Warsaw, Browary Warszawskie D i F | 19 000 | 451 | IV Q 2017 | I Q 2020 |
| Łódź, Wodna II | 7 900 | 211 | IV Q 2017 | III Q 2019 |
| Total | 47 600 | 1 235 |
| Potential | |||
|---|---|---|---|
| Projekt | Plot area [sqm] | of GLA [sqm] | Comments |
| Kraków, Wita Stwosza | 25 100 | 50 000 | Plot for office and residential functions |
| Łódź, Tymienieckiego | 77 200 | 80 000 | Plot for office and residential functions |
| Wrocław, Na Ostatnim Groszu* | 43 900 | 70 000 | Plot for office function |
| Total | 146 200 | 200 000 |
* Plot acquired in Q3 2017.
| Location | Plot area [sqm] | Comments | |
|---|---|---|---|
| Brasov Korona, (Rumunia) | 49 700 | Preliminary sale agreement | |
| Budapeszt Mundo, (Węgry) | 67 700 | Preliminary sale agreement | |
| Katowice, Jankego | 26 200 | ||
| Koszalin, Krakusa i Wandy | 39 300 | Preliminary conditional sale agreement | |
| Lublin | 4 700 | ||
| Łódź, Okopowa | 12 500 | ||
| Poznań, Hetmańska | 65 300 | ||
| Poznań, Naramowice | 305 800 | ||
| Poznań, Pamiątkowo | 874 200 | ||
| Radom, Beliny | 6 300 | ||
| Słupsk | 65 700 | Preliminary conditional sale agreement | |
| Szczecin, Struga | 11 000 | ||
| Warsaw, Taśmowa | 13 400 | ||
| Warsaw, Woronicza | 9 500 | ||
| Zabrze, Miarki | 8 100 | ||
| Total | 1 559 400 |
Value of land in 1 sqm of residential and office space possible to build on plots acquired since the beginning of 2017.
After the balance sheet day the Company concluded the acquisition of plots with a combined area of 44.000 sqm in Wrocław, located near Na Ostatnim Groszu and Horbaczewskiego streets, where c.a. 70.000 sqm of office space can be built. Additionally the Group purchased 30% of shares in Galeria Młociny, retail project under construction. The investment will comprise 82.000 sqm of global leasing area. The transaction is presented in details in paragraph 4.2.
See the detail of Galeria Młociny acquisition in paragraph 4.2.
Revenue resulting from final contracts concerning the sale of housing units, mostly in the projects:
Revenue resulting from final contracts concerning the sale of housing plots with house projects in the projects:
Revenues resulting from sale of subsidiaries, owning the plot in Kiev:
Revaluation of fair value of the Group's assets:
Costs of sales and overheads.
Valuation of liabilities related to of bonds and loans in accordance with amortised cost principle.
Cash and loans valuation on resulting from of currency exchange fluctuations.
Measurement and settlement of FX hedging instruments.
Interest on deposits and borrowings granted.
Revenues from framework services of Echo Polska Properties group.
Unusual event affecting the financial performance of the Company in H1 2017 was revaluation of Echo Polska Property's shares to market value.
Revenue resulting from final contracts concerning the sale of housing units, mostly in the projects:
Revenue resulting from final contracts concerning the sale of housing plots with house projects in the projects:
Revaluation of fair value of the Group's assets in operation (Nobilis Business House, Babka Tower), in the proces of leasing and under construction: O3 Bussines Park II in Kraków (first and following valuation), Sagittaruis and West Link in Wrocław, Galeria Libero in Katowice.
Sale of properties:
Development fee on Outlet Park III and Galaxy in Szczecin, Galeria Młociny and Towarowa 22 in Warsaw.
Costs of sales and overheads.
Valuation of liabilities related to bonds and loans in accordance with amortised cost principle.
Cash and loans valuation resulting from currency exchange fluctuations.
Measurement and settlement of FX hedging instruments.
Interest on deposits and borrowings granted.
Valuation of shares and dividends received from Echo Polska Properties.
Revenues from framework services of Echo Polska Properties group.
Discounts and interests on loans, bonds and borrowings.
The Groups activity covers several segments of the real property market. Accounting revenues from sale of housing developments depends on the commissioned residential buildings and revenue on these operations is generated in every quarter but it varies in terms of stability. Revenue and results from general investment contractor services, sales of commercial investments and trade in property may be irregular. The Management Board cannot exclude other one-off events which may influence results generated in a given period.
On 26 April, 2017 he Management Board of Echo Investment adopted the resolution on the Company's dividend policy. The assumptions of the adopted dividend policy:
When recommending the dividend payment the Management Board will take into consideration the current and expected condition of the Company and the Capital Group as well as their development strategy, in particular:
Assumptions of the dividend policy were based on predictions concerning future profits from the Group's operations only.
According to the adopted dividend policy, the Management Board of Echo Investment S.A. proposed to earmark a portion of the Company's 2016 profit for distribution to the shareholders. Based on the Management Board resolution from 23 November, 2016 on the payment of interim dividend from 2016 financial year profit, the amount of PLN 350,786,994.70 (PLN 0,85 per share) was be paid to the shareholders having the shares on accounts on 22 December, 2016. The first instalment of the dividend amounting to PLN 284,756,501.58 (PLN 0,69 per share) was paid on 29 December, 2016. Remaining part of the advance dividend amounting to PLN 66,030,493.12 (PLN 0,16 per share) was paid on 26 June 2017.
The Ordinary General Meeting of Shareholders which took place on 29 June 2017 decided to earmark PLN 557,132,285.70 for dividend. The amount came from 2017 profit (PLN 270,365,911.83), the Reserve Fund (PLN 80,421,082.87) as well as the supplementary capital (PLN 206,345,291). The previously paid dividend advance amounting to PLN 350,786,994.70 (PLN 0.85 per share) was credited towards the dividend – according to the Management's recommendation. The remaining part of the amount established by the Ordinary General Meeting of Shareholders i.e. PLN 206,345,291 (PLN 0.5 per share) was to be paid on 21 July 2017 and 5 July 2017 was the day of establishing the entitlement to the dividend. The resolution of the Ordinary General Meeting of Shareholders was executed in full. The additional amount of the dividend exceeding the recommendation of the Management was financed from the sale of part of a block of Echo Polska Properties' shares, which took place on 22 June 2017.
Go to the description of the sale of part of a block of EPP's shares to paragraph 4.5.
| Guarantees / | Quotation | ||||
|---|---|---|---|---|---|
| Financial instrument | Nominal value | Interest rate | Maturity | securities | market |
| Non-public bond (mBank S.A.) | 230 000 | WIBOR 6M + margin | 23.04.2018 | – | Catalyst |
| Non-public bond (mBank S.A.) | 80 000 | WIBOR 6M + margin | 19.06.2018 | – | Catalyst |
| Non-public bond (mBank S.A.) | 100 000 | WIBOR 6M + margin | 19.02.2019 | – | Catalyst |
| Non-public bond (mBank S.A.) | 70 500 | WIBOR 6M + margin | 15.05.2019 | – | Catalyst |
| Non-public bond (mBank S.A.) | 100 000 | WIBOR 6M + margin | 18.11.2020 | – | Catalyst |
| Non-public bond (mBank S.A.) | 155 000 | WIBOR 6M + margin | 31.03.2021 | – | Catalyst |
| Non-public bond | 735 500 | ||||
| Public bond DM PKO BP, series C | 75 000 | WIBOR 6M + margin | 4.03.2018 | – | Catalyst |
| Public bond DM PKO BP, series D | 50 000 | WIBOR 6M + margin | 20.04.2018 | – | Catalyst |
| Public bond DM PKO BP, series E* | 100 000 | WIBOR 6M + margin | 06.07.2021 | – | Catalyst |
| Public bond | 225 000 | – | |||
| Total | 960 500 |
The value of the bonds corresponds to undiscounted cash flows, net of interest.
Change in business and economic conditions has not had any material impact on fair value of the financial liabilities.
On April 28, 2017, the Company redeemed PLN 175 million worth bonds.
On March 31, 2017, the Company issued coupon-bearing bonds with a total nominal value of PLN 155 million. The nominal value of a single bond amounts to PLN 10,000. The bonds mature on March 31, 2021. The bonds' ISIN code is PLECHPS00225. The bonds interest rate was based on variable 6M WIBOR rate plus a margin. The interest will be paid semi-annually. On the redemption date, the bonds will be redeemed at their nominal value. The bonds are not secured.
*On June 8, 2017, the Company launched a public offering of E series bonds in the amount of up to PLN 100 million. On July 6, 2017, the bonds were registered with the Central Depository for Securities in Poland (KDPW); on July 20, 2017, the management board of the Warsaw Stock Exchange admitted the bonds to public trading. On July 28, 2017, the bonds debuted on the Catalyst market.
| Bank | Registered office |
Contractual amount of loan/ borrowing |
Outstanding loan/borrowing amount |
Interest rate |
Repayment deadline |
Security |
|---|---|---|---|---|---|---|
| PKO BP S.A. | Warsaw | 75 000 | 70 000 WIBOR 1M + margin | 31.10.18 | Authorisation to bank account, state ment on submission to enforcement proceedings |
|
| Alior Bank S.A. | Warsaw | 50 000 | – WIBOR 3M + margin | 30.01.18 | Authorisation to bank account, state ment on submission to enforcement proceedings |
|
| BZ WBK S.A. * | Wrocław | 75 000 | WIBOR 1M + margin | 30.07.18 | Authorisation to bank account, state ment on submission to enforcement proceedings |
|
| Raiffeisen Bank Polska S.A |
Wrocław | 62 000 | 121 WIBOR 1M + margin | 14.12.18 | Authorisation to bank account, state ment on submission to enforcement proceedings |
|
| Total | 262 000 | 70 121 |
* As at 30 June 2017 the available credit line is PLN 10.2 mln. The remaining amount of the credit line is blocked as collateral of the guarantee provided by BZ WBK in connection with the sale of the Q22 project.
The loan value corresponds to non-discounted cash flows.
| Borrower | Bank | Registred office |
amount of loan/ borrowing |
loan/borrowing amount |
Interest rate |
Repayment deadline |
Security |
|---|---|---|---|---|---|---|---|
| Nobilis – Projekt Echo – 117 Sp. z o.o. Sp. K |
Mbank S.A. | Warsaw | 20 000 000 EUR | 12 200 000 EUR | EURIBOR 3M + margin |
31.12.2022 | Mortgages, laying out registered and financial pledges, authorisa tion to bank account, subor-di nation agreement, statement on submission to enforcement proceedings, agreement on transferring on rights and claims security on selected agreements |
| Symetris – Projekt Echo – 131 |
Bank BGŻ BNP Paribas |
Warsaw | 10 450 000 EUR | 0 | EURIBOR 3M + margin |
30.06.2019 | Mortgages, laying out registered and financial pledges, subordi |
| Sp. z o.o. Sp. K. | S.A. | 3 000 000 PLN | WIBOR 3M + margin |
nation agreement, statement on submission to enforcement proceedings, agreement on transferring on rights and claims security on selected agreements |
|||
| West Gate II – Projekt Echo – 114 |
Bank Millen nium S.A. |
Warsaw | 16 500 000 EUR | 0 | EURIBOR 3M + margin |
30.06.2019 | Mortgages, laying out registered and financial pledges, subordi nation agreement, statement |
| Sp. z o.o. Sp. | 2 000 000 PLN | WIBOR 1M + margin |
on submission to enforcement proce-edings, agreement on transferring on rights and claims security on selected agreements |
||||
| Sagittarius – Pro jekt Echo – 113 Sp. z o.o. Sp. K. |
PKO BP S.A. | Warsaw | 31 718 636 EUR | 0 | EURIBOR 3M + margin |
30.09.2020 | Mortgages, laying out registered and financial pledges, authorisa tion to bank account, subor-di |
| 6 000 000 PLN | WIBOR 1M + margin |
30.09.2019 | nation agreement, statement on submission to enforcement proceedings, agreement on transferring on rights and claims security on selected agreements |
||||
| Total, in loans currency | 78 668 363 EUR | 12 200 000 |
Outstanding
Contractual
11 000 000 PLN
17
| For | Value [PLN '000] | Validity | Description |
|---|---|---|---|
| Bletwood Investments Sp. z o.o. | 1 422 | Entire validity period of the lease and three months following its termination date |
Surety bond for liabilities of Cogl II Poland Limited Sp. z o.o. as a collateral of the liabilites resulting from the lease concluded on 06.11.2015. Issued in EUR. |
| HPO AEP Sp. z o.o. Sp. J. | 10 566 | Until acquisition of an occupancy permit for the projects but no later than 07.12.2031. |
Surety bond for liabilites of Echo – Browary Warszawskie Sp. z o.o. Sp.K. and Dellia Investments – Projekt Echo – 115 Sp. z o.o. Sp. K. j as a collateral of liabilites resulting from the lease concluded on 07.12.2016. Mutual surety issued in EUR. |
| Total | 11 988 |
There was no changes in surety agreements in H1 2017.
The total value of current surety agreements in force received by the Group as at there was no 30 June 2017 is as follows:
| Guarantor | For | Value [PLN '000] |
Validity | Description |
|---|---|---|---|---|
| Echo Investment S.A. | Horta Sp. z o.o. | 21 133 | to 02.07.2020 | Performance bond concerning execution of the final sales agreement concerning the Acquarius Business House I office building in Wrocław. Issued in EUR. |
| Echo Investment S.A. | Skua Sp. z o.o. | 25 359 | to 30.07.2021 | Performance bond concerning execution of the final sales agreement concerning the Acquarius Business House II office building in Wrocław. Issued in EUR. |
| Echo Investment S.A. / BZ WBK S.A. | State Treasury | 43 045 | to 22.05.2018 | Surety bond concerning liabilities of Outlet Park – Projekt Echo – 126 Sp. z o.o. Sp. K. |
| Echo Investment S.A. | mBank S.A. | 14 974 | until fulfilment of suitable financial indexes, no longer than 31.03.2021 |
Surety bond for liabilities of Nobilis – Projekt Echo – 117 Sp. z o.o. Sp. K. resulting from loan agreement of 16.06.2016. Issued in EUR. |
| Echo Investment S.A. | mBank S.A. | 5 489 | Until the day of confirma tion of meeting all financial indicators, not later than to 31.03.2018 |
Surety bond for cost overrun on Nobilis office building in Wrocław |
| Echo Investment S.A. | BGŻ BNP Paribas S.A. | 5 169 | until project completion date |
Surety bond for cost overrun and liabilities result ing from debt service in the period of construc tion of the Symetris I and II office building in Łódź. Issued in EUR. |
| Q22 – Projekt Echo – 128 Sp. z o.o. Sp. K. / Echo Investment S.A. |
IREEF – Stryków Propco Sp. z o.o. |
420 000 | to 15.12.2019 | Construction work quality guarantee related to Q22 in Warsaw. |
| Echo Investment S.A. | IREEF – Stryków Propco Sp. z o.o. |
145 986 | to 15.12.2018 | Surety bond concerning failure to execute liabili ties of Q22 – Projekt Echo – 128 Sp. z o.o. Sp. k. resulting from the sales contract concerning Q22 in Warsaw of 16.12.2016. Issued in EUR. |
| Echo Investment S.A. | PKO BP S.A. | 25 700 | do 30.09.2020 | Surety bond for credit facilities of 01.06.2017, guarantee of cost overrun to PLN 25.7 mln of 01.06.2017 |
| Total | 714 155 |
Due to the fact, that provisions for liabilities on rent free period are already presented in the consolidated balance sheet, they are not included in off balance sheet item.
The total value of current guarantee agreements in force received by the Group as at there was no 30 June 2017 is as follows:
| Change | Guarantor | For | Date of change | Value ['000] | Description |
|---|---|---|---|---|---|
| Reduce of the collateral amount from EUR 9 mln to EUR 6 mln, according to guarantee agreement |
Echo Investment S.A. | Skua Sp. z o.o. | 31.01.2017 | 6 000 EUR | Performance bond concerning the execution of the final sales agreement concerning the Ac quarius Business House II office building in Wrocław. Issued in EUR. |
| Reduce of the collateral amount from EUR 2,95 mln to EUR 1,22 mln EUR, according to annex no 1 to the guarantee agreement |
Echo Investment S.A. | BGŻ BNP Paribas S.A. | 16.01.2017 | 1 223 EUR | Surety bond for construction cost overrun at the Symetris I and II office complex and the coverage of liabilites resulting from the serivice of debt of Symetris - Projekt Echo - 131 Sp. z o.o. Sp. K. (Issuer's sub sidiary) |
| Expiry | Echo Investment S.A. | Nokia Solutions and Networks Sp. z o.o. |
18.01.2017 | 1 986 EUR | Surety bond for liabilities result ing from the lease concluded on 29.08.2016. |
| Expiry | Echo Investment S.A./ PZU S.A. |
FTF Columbus S.A. | 19.01.2017 | 24 600 PLN | Surety bond concerning agree ment concluded on 22.06.2015 |
| Issue | Echo Investment S.A. | Bank Millenium S.A. | 23.03.2017 | 7 300 PLN | Surety bond for cost overrun of West Link office building in Wrocław and liabilities of West Gate II – Projekt Echo – 114 Sp. z o.o. Sp. K., resulting from loan agreement of 23.03.2017 |
| Extention of the expiry date to 22.05.2018, according to annex 1 to guarantee agreement |
Echo Investment S.A. | State Treasury | 16.05.2017 | 40 163 PLN | Surety bond concerning liabilites of Outlet Park – Projekt Echo – 126 Sp. z o.o. Sp. K. |
| Extention of the collateral amount from PLN 40,162 mln to PLN 43,045 mln, according to annex 2 to guarantee agreement |
Echo Investment S.A. | State Treasury | 14.06.2017 | 43 045 PLN | Surety bond concerning liabilites of Outlet Park – Projekt Echo – 126 Sp. z o.o. Sp. K. |
| Issue | Echo Investment S.A. | PKO BP SA | 01.06.2017 | 25 700 PLN | Surety bond for cost over run of Sagittarius Business House in Wrocław, expiry – to 30.09.2020 |
Echo Investment S.A. has the key role in the Group's structure; it supervises, co-implements and ensures funding for property developments. The companies which form the Group have been established or purchased in order to perform specific investment tasks.
As at 30 June 2017, the Group was composed of 136 fully consolidated subsidiaries and 4 subsidiary consolidated under the equity method.
| Registered | % | ||
|---|---|---|---|
| No Name of the company | office | of capital held | Parent entity |
| 1 Symetris – Projekt Echo – 131 Sp. z o.o. Sp. k. | Warsaw | 100% | Gosford Investments Sp. z o.o. |
| 2 Taśmowa – Projekt Echo – 116 Sp. z o.o. S.k.a. | Kielce | 100% | Echo Investment S.A. |
| 3 Avatar – Projekt Echo – 119 Sp. z o.o. S.k.a. | Kielce | 100% | 60 FIZ Forum |
| 4 Cornwall Investments Sp. z o.o. Sp. k. | Warsaw | 100% | Echo Investment S.A. |
| 5 Cornwall Investments Sp. z o.o. | Warsaw | 100% | Echo Investment S.A. |
| 6 Doxent Investments Sp. z o.o. | Warsaw | 100% | Echo Investment S.A. |
| 7 Duże Naramowice – Projekt Echo – 111 Sp. z o.o. S.k.a. | Kielce | 100% | 60 FIZ Forum |
| 8 Echo – Browary Warszawskie Sp. z o.o. Sp. k. | Kielce | 100% | Echo Investment S.A. |
| 9 Echo – Browary Warszawskie Sp. z o.o. | Kielce | 100% | Echo Investment S.A. |
| 10 Echo Innovations – Projekt Echo – 99 Sp. z o.o. Sp. K. | Kielce | 100% | Echo Investment S.A. |
| 11 Elissea Investments Sp. z o.o. | Warsaw | 100% | Echo Investment S.A. |
| 12 Fianar Investments Sp. z o.o. | Warsaw | 100% | Echo Investment S.A. |
| 13 Galeria Libero – Projekt Echo 120 Sp. z o.o. S.k.a. | Kielce | 100% | Fianar Investments Sp. z o.o. |
| 14 Gosford Investments Sp. z o.o. | Warsaw | 100% | Echo Investment S.A. |
| 15 GP Development sarl | Luxembourg | 100% | Barconsel Holdings Ltd |
| 16 Kielce – Grupa Echo 129 Sp. z o.o. S.k.a. | Kielce | 100% | 60 FIZ Forum |
| 17 Metropolis – Projekt Echo 121 Sp. z o.o. S.k.a. | Kielce | 100% | 60 FIZ Forum |
| 18 Park Postępu – Grupa Echo – 130 Sp. z o.o. S.k.a. | Kielce | 100% | 60 FIZ Forum |
| 19 Projekt Beethovena – Projekt Echo – 122 Sp. z o.o. S.k.a. | Kielce | 100% | 60 FIZ Forum |
| 20 Selmer Investments Sp. z o.o. Sp. k. | Warsaw | 100% | Echo Investment S.A. |
| 21 Selmer Investments Sp. z o.o. | Warsaw | 100% | Echo Investment S.A. |
| No Name of the company | Registered office |
% of capital held |
Parent entity |
|---|---|---|---|
| 22 Echo – Project – Management Ingatlanhasznosito Kft. | Budapest | 100% | Echo Investment S.A. |
| 23 Echo Investment Hungary Ingatlanhasznosito Kft. | Budapest | 100% | Echo Investment S.A. |
| 24 Echo Investment Project 1 S.R.L. | Brasov | 100% | "Echo – Aurus" Sp. z o.o. |
| 25 Echo Investment Project Management S.R.L. | Brasov | 100% | Echo Investment S.A. |
| 26 Elmira Investments Sp. z o. o. | Kielce | 100% | Echo Investment S.A. |
| 27 Princess Investment Sp. z o.o. | Kielce | 100% | Echo Investment S.A. |
| 28 Projekt 1 – Grupa Echo Sp. z o.o. – S.k.a. | Kielce | 100% | 60 FIZ Forum |
| 29 Projekt Echo – 100 Sp z o.o. | Kielce | 100% | Echo Investment S.A. |
| 30 Park Rozwoju III – Projekt Echo – 112 Sp. z o.o. – Sp. k. | Kielce | 100% | Perth Sp. z o.o. |
| 31 53 – Grupa Echo Sp. z o.o. S.k.a. | Kielce | 100% | 60 FIZ Forum |
| 32 Babka Tower – Projekt Echo – 93 Sp. z o.o. Sp.k. | Kielce | 100% | Perth Sp. z o.o. |
| 33 Barconsel Holdings Ltd | Nicosia | 100% | "Echo – SPV 7" Sp. z o.o. |
| 34 Bełchatów – Grupa Echo Sp. z o.o. S.k.a. | Kielce | 100% | 60 FIZ Forum |
| 35 Dellia Investments – Projekt Echo – 115 sp. z o.o. Sp.k. | Kielce | 100% | Pudsey Sp z o.o. |
| 36 Echo – Advisory Services Sp. z o.o. | Kielce | 100% | Echo Investment S.A. |
| 37 Echo – Arena Sp. z o.o. | Kielce | 100% | Echo Investment S.A. |
| 38 Echo – Aurus Sp. z o.o. | Kielce | 100% | Echo Investment S.A. |
| 39 Echo – Babka Tower Sp. z o.o. | Kielce | 100% | Echo Investment S.A. |
| 40 Echo – Babka Tower Sp. z o.o. – Sp. k. | Kielce | 100% | Gelann Sp. z o.o. |
| 41 Echo – Galaxy Sp. z o.o. S.k.a. | Kielce | 100% | 60 FIZ Forum |
| 42 Echo – Galaxy Sp. z o.o. | Kielce | 100% | Echo Investment S.A. |
| 43 Kasztanowa Aleja – Grupa Echo Sp. z o.o. Sp. k. | Kielce | 100% | Echo Investment S.A. |
| 44 Klimt House – Grupa Echo Sp. z o.o. Sp. k. | Kielce | 100% | Echo Investment S.A. |
| 45 Echo – Klimt House Sp. z o.o. | Kielce | 100% | Echo Investment S.A. |
| 46 Echo – Nowy Mokotów Sp. z o.o. – Sp. k. | Kielce | 100% | Echo Investment S.A. |
| 47 Echo – Nowy Mokotów Sp. z o.o. | Kielce | 100% | Echo Investment S.A. |
| 48 Echo – Opolska Business Park Sp. z o.o. | Kielce | 100% | Echo Investment S.A. |
| 49 Echo – Opolska Business Park Sp. z o.o. – Sp. k. | Warsaw | 100% | Perth Sp. z o.o. |
| 50 Pod Klonami – Grupa Echo Sp. z o.o. Sp. k. | Kielce | 100% | Echo Investment S.A. |
| 51 Echo – Pod Klonami Sp. z o.o. | Kielce | 100% | Echo Investment S.A. |
| 52 Echo – Property Poznań 1 Sp. z o.o. | Kielce | 100% | Echo Investment S.A. |
| 53 Echo – SPV 7 Sp. z o.o. | Kielce | 100% | Echo Investment S.A. |
| 54 Echo Investment ACC – Grupa Echo Sp. z o.o. Sp. k. | Kielce | 100% | Echo Investment S.A. |
| 55 Galeria Nova – Grupa Echo Sp. z o.o. – S.k.a. | Kielce | 100% | Echo Investment S.A. |
| 56 Galeria Tarnów – Grupa Echo Sp. z o.o. S.k.a. | Kielce | 100% | 60 FIZ Forum |
| 57 Grupa Echo Sp. z o.o. | Kielce | 100% | Echo Investment S.A. |
| 58 Malta Office Park – Grupa Echo – 96 Sp. z o.o. S.k.a. | Kielce | 100% | 60 FIZ Forum |
| 59 Mena Investments Sp. z o. o. | Kielce | 100% | Echo Investment S.A. |
| 60 Nobilis – Projekt Echo – 117 Sp. z o.o. Sp. k. | Kielce | 100% | Elmira Investments Sp. z o.o. |
| No Name of the company | Registered office |
% of capital held |
Parent entity |
|---|---|---|---|
| 61 Oxygen – Projekt Echo – 95 Sp. z o.o. S.k.a. | Kielce | 100% | 60 FIZ Forum |
| 62 PHS – Projekt CS Sp. z o.o. – Sp.k. | Warsaw | 100% | Perth Sp. z o.o. |
| 63 PPR – Grupa Echo – 77 Sp. z o.o. S.k.a. | Kielce | 100% | 60 FIZ Forum |
| 64 Projekt 132 – City Space – GP Sp. z o.o. Sp. k. | Kielce | 100% | City Space Management Sp. z o.o. |
| 65 Projekt 133 – City Space – GP Sp. z o.o. Sp. k. | Kielce | 100% | City Space Management Sp. z o.o. |
| 66 Projekt 137 – City Space – GP Sp. z o.o. Sp. k. | Kielce | 100% | City Space Management Sp. z o.o. |
| 67 Projekt – Pamiątkowo Sp. z o.o. | Kielce | 100% | Echo Investment S.A. |
| 68 Projekt 12 – Grupa Echo Sp. z o.o. – S.k.a. | Kielce | 100% | 60 FIZ Forum |
| 69 Projekt 13 – Grupa Echo Sp. z o.o. – S.k.a. | Kielce | 100% | 60 FIZ Forum |
| 70 Projekt 14 – Grupa Echo Sp. z o.o. – S.k.a. | Kielce | 100% | 60 FIZ Forum |
| 71 Projekt 15 – Grupa Echo Sp. z o.o. – S.k.a. | Kielce | 100% | Echo Investment S.A. |
| 72 Projekt 16 – Grupa Echo Sp. z o.o. – S.k.a. | Kielce | 100% | Echo Investment S.A. |
| 73 Projekt 17 – Grupa Echo Sp. z o.o. – S.k.a. | Kielce | 100% | Echo Investment S.A. |
| 74 Projekt 18 – Grupa Echo Sp. z o.o. – S.k.a. | Kielce | 100% | Echo Investment S.A. |
| 75 Projekt 19 – Grupa Echo Sp. z o.o. – S.k.a. | Kielce | 100% | Echo Investment S.A. |
| 76 Projekt 20 – Grupa Echo Sp. z o.o. – S.k.a. | Kielce | 100% | Echo Investment S.A. |
| 77 Projekt 21 – Grupa Echo Sp. z o.o. – S.k.a. | Kielce | 100% | Echo Investment S.A. |
| 78 Projekt 22 – Grupa Echo Sp. z o.o. – S.k.a. | Kielce | 100% | Echo Investment S.A. |
| 79 Projekt 5 – Grupa Echo Sp. z o.o. – S.k.a. | Szczecin | 100% | 60 FIZ Forum |
| 80 Projekt CS Sp. z o.o. | Kielce | 100% | Echo Investment S.A. |
| 81 Projekt Echo – 104 Sp. z o.o. | Kielce | 100% | Echo Investment S.A. |
| 82 Projekt Echo – 108 Sp. z o.o. | Kielce | 100% | Echo Investment S.A. |
| 83 Projekt Echo – 111 Sp. z o.o. | Kielce | 100% | Echo Investment S.A. |
| 84 Projekt Echo – 112 Sp. z o.o. | Kielce | 100% | Echo Investment S.A. |
| 85 Projekt Echo – 113 Sp. z o.o. | Kielce | 100% | Echo Investment S.A. |
| 86 Projekt Echo – 114 Sp. z o.o. | Kielce | 100% | Echo Investment S.A. |
| 87 Projekt Echo – 115 Sp. z o.o. | Kielce | 100% | Echo Investment S.A. |
| 88 Projekt Echo – 116 Sp. z o.o. | Kielce | 100% | Echo Investment S.A. |
| 89 Projekt Echo – 117 Sp. z o.o. | Kielce | 100% | Echo Investment S.A. |
| 90 Projekt Echo – 119 Sp. z o.o. | Kielce | 100% | Echo Investment S.A. |
| 91 Projekt Echo – 120 Sp. z o.o. | Kielce | 100% | Echo Investment S.A. |
| 92 Projekt Echo – 121 Sp. z o.o. | Kielce | 100% | Echo Investment S.A. |
| 93 Projekt Echo – 122 Sp. z o.o. | Kielce | 100% | Echo Investment S.A. |
| 94 Projekt Echo – 123 Sp. z o.o. | Kielce | 100% | Echo Investment S.A. |
| 95 Projekt Echo – 127 Sp. z o.o. | Kielce | 100% | Echo Investment S.A. |
| 96 Projekt Echo – 128 Sp. z o.o. | Kielce | 100% | Echo Investment S.A. |
| 97 Projekt Echo – 129 Sp. z o.o. | Kielce | 100% | Echo Investment S.A. |
| 98 Projekt Echo – 130 Sp. z o.o. | Kielce | 100% | Echo Investment S.A. |
| 99 Projekt Echo – 131 Sp. z o.o. | Kielce | 100% | Echo Investment S.A. |
| Registered | % | ||
|---|---|---|---|
| No Name of the company | office | of capital held | Parent entity |
| 100 Projekt Echo – 132 Sp. z o.o. | Kielce | 100% | Echo Investment S.A. |
| 101 Projekt Echo – 135 Sp. z o.o. – Sp. k. | Kielce | 100% | Perth Sp. z o.o. |
| 102 Projekt Echo – 135 Sp. z o.o. | Kielce | 100% | Echo Investment S.A. |
| 103 Projekt Echo – 136 Sp. z o.o. – Sp. k. | Kielce | 100% | Echo Investment S.A. |
| 104 Projekt Echo – 136 Sp. z o.o. | Kielce | 100% | Echo Investment S.A. |
| 105 Projekt Echo – 137 Sp. z o.o. | Kielce | 100% | Echo Investment S.A. |
| 106 Projekt Echo – 77 Sp. z o.o. | Kielce | 100% | Echo Investment S.A. |
| 107 Projekt Echo – 93 Sp. z o.o. | Kielce | 100% | Echo Investment S.A. |
| 108 Projekt Echo – 95 Sp. z o.o. | Kielce | 100% | Echo Investment S.A. |
| 109 Projekt Echo – 96 Sp. z o.o. | Kielce | 100% | Echo Investment S.A. |
| 110 Projekt Echo – 99 Sp. z o.o. | Kielce | 100% | Echo Investment S.A. |
| 111 Projekt K-6 – Grupa Echo Sp. z o.o. – S.k.a. | Kielce | 100% | Echo Investment S.A. |
| 112 Projekt Naramowice – Grupa Echo Sp. z o.o.- S.k.a | Kielce | 100% | Echo Investment S.A. |
| 113 Projekt Saska Sp. z o.o. | Kielce | 95% | Echo Investment S.A. |
| 114 Pure Systems Sp. z o.o. | Kraków | 100% | Echo Investment S.A. |
| 115 Q22 – Projekt Echo – 128 Sp. z o.o. – Sp. k. | Kielce | 100% | Potton Sp z o.o. |
| 116 Sagittarius – Projekt Echo – 113 sp. z o.o. Sp. k. | Kielce | 100% | Doxent Investments Sp. z o.o. |
| 117 Tryton – Projekt Echo – 127 Sp. z o.o. – Sp. k. | Warsaw | 100% | Perth Sp. z o.o. |
| 118 Villea Investments Sp. z o.o. | Warsaw | 100% | 60 FIZ Forum |
| 119 West Gate II – Projekt Echo – 114 Sp. z o.o. Sp.k. | Kielce | 100% | Elissea Investments Sp. z o.o. |
| 120 City Space – GP Sp. z o.o. | Warsaw | 100% | Echo Investment S.A. |
| 121 City Space – SPV 1 Sp. z o.o. | Warsaw | 100% | City Space Management Sp. z o.o. |
| 122 City Space – SPV 2 Sp. z o.o. | Warsaw | 100% | City Space Management Sp. z o.o. |
| 123 City Space – SPV 3 Sp. z o.o. | Warsaw | 100% | City Space Management Sp. z o.o. |
| 124 City Space Management Sp. z o.o. | Warsaw | 100% | Echo Investment S.A. |
| 125 Echo Prime Assets BV | Amsterdam | 100% | Echo Investment S.A. |
| 126 Gleann Sp. z o.o. | Warsaw | 100% | 60 FIZ Forum |
| 127 Perth Sp. z o.o. | Warsaw | 100% | 60 FIZ Forum |
| 128 Potton Sp. z o.o. | Warsaw | 100% | 60 FIZ Forum |
| 129 Pudsey Sp. z o.o. | Warsaw | 100% | 60 FIZ Forum |
| 130 Seaford Sp. z o.o. | Warsaw | 100% | 60 FIZ Forum |
| 131 Shanklin Sp. z o.o. | Warsaw | 100% | Echo Prime Assets BV |
| 132 Stranraer Sp. z o.o. | Warsaw | 100% | Echo Prime Assets BV |
| 133 Strood Sp. z o.o. | Warsaw | 100% | Echo Prime Assets BV |
| 134 Swanage Sp. z o.o. | Warsaw | 100% | Echo Prime Assets BV |
| 135 Dagnall Sp. z o.o. | Warsaw | 100% | Echo Prime Assets BV |
| 136 Elektrownia RE Sp. z o.o. | Warsaw | 100% | Echo Investment S.A. |
| Registered % of |
||
|---|---|---|
| No Name of the company | office capital held |
Parent entity |
| 1 Rosehill Investments Sp. z o.o. (Galeria Młociny) | Warsaw 30% |
Echo Prime Assets BV |
| 2 Berea Sp. z o.o. (Galeria Młociny) | Warsaw 30% |
Rosehill Investments Sp. z o.o. |
| 3 Projekt Echo – 138 Sp. z o.o. s.k. (Towarowa 22) | Warsaw 45,26% |
Strood Sp. z o.o. |
| 4 Projekt Echo – 138 Sp. z o.o. (Towarowa 22) | Warsaw 30% |
Echo Prime Assets BV |
All certificates issued by 60 FIZ Forum are in possession of the companies of the Echo Investment Group.
ҽ Purchase of 100% shares in Elektrownia RE Sp. z o.o. with its seat in Warsaw on 21 June 2017. The total purchase price was EUR 8,503,400. The company's share capital amounts to PLN 205,000.
ҽ Change of general partner: on 1 March 2017 Projekt Echo 100 Sp. z o.o. sold interest and obligations of the general partner in Projekt Naramowice – Projekt Echo 100 Sp. z o.o.- S.k.a. to Grupa Echo Sp. z o.o. with its seat in Kielce;
ҽ Change of general partner: on 1 March 2017 Projekt Echo 77 Sp. z o.o. sold interest and obligations of the general partner in PPR – Projekt Echo 77 Sp. z o.o.- S.k.a. to Grupa Echo Sp. z o.o. with its seat in Kielce;
49 Interim financial report of the Echo Investment Group – H1 2017 I. Management report
Echo Investment S.A. did not publish any forecasts of financial results.
| H1 2017 | H1 2016 | ||||||
|---|---|---|---|---|---|---|---|
| from Echo Investment S.A. | for holding functions | from Echo Investment S.A. | for holding functions | ||||
| Basic remuneration |
Bonus | or providing services to other companies of the Group |
Basic remuneration |
Bonus | or providing services to other companies of the Group |
||
| Nicklas Lindberg (appointed on 18.04.2016) |
531 744 | 637 575 | 914 340 | 883 000 | – | – | |
| Maciej Drozd (appointed on 18.04.2016) |
301 002 | 431 660 | 60 000 | 1 183 000 | – | – | |
| Piotr Gromniak | 120 000 | 97 000 | 477 400 | 796 000 | – | – | |
| Artur Langner | 120 000 | 120 000 | 494 400 | 706 000 | – | – | |
| Rafał Mazurczak (appointed on 15.09.2016) |
120 000 | – | 231 000 | – | – | – | |
| Marcin Materny (appointed on 15.09.2016) |
120 000 | 83 000 | 398 000 | – | – | – | |
| Waldemar Lesiak (resigned on 30.05.2016) |
– | – | – | 696 000 | – | 969 000 | |
| Total | 1 312 746 | 1 369 235 | 2 575 140 | 4 264 000 | – | 969 000 | |
| Total in H1 2017: 5 257 121 | Total in H1 2016: 5 233 000 |
Nicklas Lindberg's management contract of 18 April 2016 provides for performance-based bonuses:
The amount of the additional performance-based bonus depends on the increase of the share price of Echo Investment S.A. above the base value that is determined at the level of PLN 7.5 minus the amount of the dividend per share received by Lisala Sp. z o.o. The contract provides for bonus amount depending on the increase of the share price above the base level.
The contract was signed for 5 years and the remuneration is payable at the end of the term of the contract.
In addition, should the contract be terminated earlier by
mutual agreement of the parties, Mr Lindberg is entitled to receive a partial bonus of 1/5 of the entire amount due to him per each year of his work. Estimation of Nicklas Lindberg's incentive program value for accounting purposes on 31 December 2016 amounts to PLN 8,976,156.
Bonuses of the remaining Management Board Members depends on the targets specified for each Board Member individually by the Supervisory Board.
| [PLN] | ||||
|---|---|---|---|---|
| H1 2016 | ||||
| from Echo Investment S.A. |
for holding functions or providing services to other companies of the Group |
from Echo Investment S.A. |
for holding functions or providing services to other companies of the Group |
|
| Karim Khairallah | – | – | ||
| Laurent Luccioni | – | – | ||
| Maciej Dyjas | 30 000 | 30 000 | – | |
| Stefan Kawalec | 90 000 | 90 000 | – | |
| Przemysław Krych | 30 000 | 30 000 | – | |
| Nebil Senman | 30 000 | 30 000 | – | |
| Sebastian Zilles | – | – | ||
| Total | 180 000 | 180 000 |
No Management Board or Supervisory Board member informs, or in H1 2017, informed about the acquisition or sale any shares of Echo Investment S.A. No Management Board or Supervisory Board member holds or, in H1 2017, held any shares of Echo Investment S.A.
Between 1 January and 30 June 2017, there were no proceedings pending before court, a competent arbitration authority or a public administration authority concerning liabilities or claims of Echo Investment S.A. or its subsidiary the value, of which equaled at least 10% of the Company's equity.
In H1 2017, no material transactions were concluded between Echo Investment S.A. and its subsidiaries, and related parties on terms other than market terms.
Pursuant to §13 section 1 letter b) of the Company's Statute, the Supervisory Board of the Company chose the company entitled to audit its financial reports on July 13th, 2016 in accordance with the professional norms and regulations. It will be Ernst & Young Audyt Polska Sp. z o. o. Sp. K. with its registered office at Rondo ONZ
Street in Warsaw, entered in the list of certifying accountants under no. 130. The Supervisory Board empowered the Management Board to conclude a contract with EY Audyt Polska with regard to the audit of the Company's separate financial reports and consolidated financial reports of the Company's Group in the years 2016-2017.
| Subject | Amount (PLN) |
|---|---|
| Audit and review of the separate and consolidated financial statements for 2015 | 581 000 |
| Audit and review of the separate and consolidated financial statements for 2016 | 415 000 |
| Other services – including letter of attestation | 234 500 |
Nicklas Lindberg President of the Management Board
Artur Langner Vice-President of the Management Board
Kielce, 8 September, 2017
Maciej Drozd Vice-President of the Management Board
Marcin Materny Member of the Management Board
Anna Gabryszewska-Wybraniec Chief Accountant
Piotr Gromniak Vice-President of the Management Board
Rafał Mazurczak Member of the Management Board
| As at 30.06.2016 | ||||
|---|---|---|---|---|
| As at 30.06.2017 | As at 31.12.2016 | – restated | ||
| Note | (non-audited) | – restated | (non-audited) | |
| ASSETS | ||||
| Non-current assets | ||||
| Intangible assets | 286 | 295 | 76 | |
| Property, plant and equipment | 8 772 | 8 672 | 9 615 | |
| Investment properties | 2 | 231 152 | 248 037 | 64 632 |
| Investment properties under construction | 3 | 1 106 602 | 539 797 | 596 123 |
| Shares in entities accounted for using the equity method | 15 | 217 577 | 564 363 | 574 101 |
| Long-term financial assets | 20 513 | 78 692 | 17 795 | |
| Deferred income tax assets | 100 465 | 91 810 | 51 924 | |
| 1 685 367 | 1 531 666 | 1 314 266 | ||
| Current assets | ||||
| Inventory | 5 | 693 616 | 660 251 | 627 308 |
| Income tax receivables | 7 631 | 736 | 223 | |
| Other tax receivables | 56 231 | 20 403 | 57 816 | |
| Trade and other receivables | 292 622 | 270 443 | 30 042 | |
| Short-term financial assets | 80 884 | 24 544 | 12 936 | |
| Financial derivatives | – | 154 | 210 | |
| Restricted cash | 60 447 | 27 070 | 56 824 | |
| Cash and cash equivalents | 304 514 | 636 359 | 2 056 603 | |
| 1 495 945 | 1 639 960 | 2 841 962 | ||
| Assets held for sale | 4 | 65 586 | 198 166 | 1 396 604 |
| Financial assets held for sale | 16 | 275 441 | – | – |
| Total assets | 3 522 339 | 3 369 792 | 5 552 832 |
57 Interim financial report of the Echo Investment Group – H1 2017 II. Condensed interim consolidated financial statements
| Note | As at 30.06.2017 (non-audited) |
As at 31.12.2016 – restated |
As at 30.06.2016 – restated (non-audited) |
|
|---|---|---|---|---|
| EQUITY AND LIABILITIES | ||||
| Equity | ||||
| Equity attributable to the parent company's shareholders | 1 492 809 | 1 533 894 | 1 800 557 | |
| Share capital | 20 635 | 20 635 | 20 635 | |
| Supplementary capital | 1 309 462 | 1 128 096 | 1 478 883 | |
| Capital on revaluation | 16 | (17 923) | – | - |
| Profit/(loss) brought forward | 192 795 | 393 345 | 301 930 | |
| Foreign exchange differences from conversion of foreign subsidiaries | (12 160) | (8 182) | (891) | |
| Equity of non-controlling interests | (104) | (100) | (95) | |
| 1 492 705 | 1 533 794 | 1 800 462 | ||
| Provisions | ||||
| Provisions for liabilities – long-term | 6 | 79 271 | 68 522 | 16 572 |
| Provisions for liabilities – short-term | 6 | 134 425 | 75 333 | 88 616 |
| Deferred tax provision | 60 830 | 41 541 | 18 229 | |
| 274 526 | 185 396 | 123 417 | ||
| Long-term liabilities | ||||
| Loans, borrowings and bonds | 7 | 593 633 | 760 981 | 1 107 202 |
| Financial derivatives | 72 | 39 | 493 | |
| Security deposits and advance payments received | 13 711 | 9 331 | 12 038 | |
| 607 416 | 770 351 | 1 119 733 | ||
| Short-term liabilities | ||||
| Loans, borrowings and bonds | 7 | 550 973 | 220 940 | 369 965 |
| Financial derivatives | 20 | – | 272 | |
| Liabilities due to income tax | 169 | 2 338 | 6 893 | |
| Liabilities due to other taxes | 5 984 | 245 225 | 3 701 | |
| Trade liabilities | 80 158 | 163 930 | 75 026 | |
| Dividend liablilites | 206 345 | 66 030 | 1 584 732 | |
| Other liabilities | 102 297 | 80 019 | 46 209 | |
| Security deposits and advance payments received | 201 746 | 85 428 | 113 722 | |
| 1 147 692 | 863 910 | 2 200 520 | ||
| Liabilities on assets held for sale | 8 | – | 16 341 | 308 700 |
| TOTAL EQUITY AND LIABILITIES | 3 522 339 | 3 369 792 | 5 552 832 | |
| Book value | 1 492 809 | 1 592 224 | 1 797 582 | |
| Number of shares | 412 690 582 | 412 690 582 | 412 690 582 | |
| Book value per share (PLN) | 3,62 | 3,86 | 4,36 |
| Note | 01.01.2017 – 30.06.2017 |
01.01.2016 – 30.06.2016 – restated |
01.04.2017 – 30.06.2017 |
01.04.2016 – 30.06.2016 – restated |
|
|---|---|---|---|---|---|
| Revenue | 9 | 169 400 | 280 532 | 101 708 | 137 325 |
| Sales cost | (138 318) | (138 305) | (80 472) | (67 455) | |
| Gross profit on sales | 31 082 | 142 227 | 21 236 | 69 870 | |
| Profit / (loss) on investment property | 11 | 166 281 | 384 830 | 66 165 | 271 148 |
| Administrative costs associated with projects | (16 484) | (7 822) | (7 708) | (1 066) | |
| Selling costs | (12 113) | (17 776) | (6 685) | (14 681) | |
| General administrative expenses | (42 908) | (42 017) | (25 817) | (27 339) | |
| Other operating expenses | 6 222 | (51 786) | (4 320) | (58 297) | |
| Profit before tax and financial revenue/expenses | 132 080 | 407 656 | 42 871 | 239 635 | |
| Financial revenue | 12 | 113 186 | 47 296 | 112 618 | 39 390 |
| Financial expenses | 13 | (59 794) | (263 791) | (38 353) | (216 634) |
| Profit (loss) from foreign currency derivatives | 1 152 | (175) | 1 152 | (1 023) | |
| Profit (loss) from foreign exchange differences | (4 621) | (96 338) | (4 843) | (88 672) | |
| Share in (profit) loss of entities recognised using the equity method |
15 | 23 655 | 21 691 | 16 630 | 21 691 |
| Gross profit | 205 658 | 116 339 | 130 075 | (5 613) | |
| Income tax | (18 501) | 185 591 | (5 180) | 119 060 | |
| Net profit | 187 157 | 301 930 | 124 895 | 113 447 | |
| Profit (loss) attributable to shareholders of the parent company | 187 161 | 301 932 | 124 899 | 113 448 | |
| Profit (loss) attributable to non-controlling interests | (4) | (2) | (4) | (1) | |
| Weighted average ordinary shares | 187 161 | 301 932 | |||
| Earnings per ordinary share (in PLN) | 412 691 | 412 691 | |||
| Weighted average diluted ordinary shares | 0,45 | 0,73 |
| 01.01.2016 – | 01.04.2016 – | |||
|---|---|---|---|---|
| 01.01.2017 – | 30.06.2016 | 01.04.2017 – | 30.06.2016 | |
| 30.06.2017 | – restated | 30.06.2017 | – restated | |
| Net profit | 187 157 | 301 930 | 124 895 | 113 447 |
| Other comprehensive income: | ||||
| – foreign exchange differences | (3 978) | 9 911 | (1 196) | 5 760 |
| – revaluation capital | (17 923) | – | (17 923) | – |
| Other net comprehensive income | (21 901) | 9 911 | (19 119) | 5 760 |
| Comprehensive income for the period, included: | 165 256 | 311 841 | 105 776 | 119 207 |
| Comprehensive income attributable to equity holders of the parent entity | 165 260 | 311 843 | 105 780 | 119 208 |
| Comprehensive profit (loss) attributable to non-controlling interest | (4) | (2) | (4) | (1) |
| Equity attributable to share |
||||||||
|---|---|---|---|---|---|---|---|---|
| Share capital |
Supplemen tary capital |
Revaluation capital |
Accumulated profit (loss) |
Currency translation differences |
holders of the parent company |
Non-control ling interests |
Total equity |
|
| For the period 01.01.2017 to 30.06.2017 | ||||||||
| Opening balance | 20 635 | 1 128 096 | – | 387 711 | (8 182) | 1 528 260 | (100) | 1 528 160 |
| Change of accounting principles | 5 634 | 5 634 | – | 5 634 | ||||
| Opening balance, restated | 20 635 | 1 128 096 | – | 393 345 | (8 182) | 1 533 894 | (100) | 1 533 794 |
| Allocation of result from previous years |
– | 181 366 | – | (181 366) | – | – | – | – |
| Dividend paid | – | – | – | – | – | – | – | |
| Dividend approved (not paid) | – | (206 345) | – | (206 345) | – | (206 345) | ||
| Other comprehensive income | – | – | – | (3 978) | (3 978) | – | (3 978) | |
| Results of financial investments revaluation |
– | – | (17 923) | (17 923) | – | (17 923) | ||
| Net profit (loss) for the period | – | – | 187 161 | – | 187 161 | (4) | 187 157 | |
| Closing balance | 20 635 | 1 309 462 | (17 923) | 192 795 | (12 160) | 1 492 809 | (104) | 1 492 705 |
| For the period 01.01.2016 to 30.06.2016 | |||||||
|---|---|---|---|---|---|---|---|
| Opening balance | 20 635 | 3 139 672 | – 514 091 |
(10 802) | 3 663 596 | (93) | 3 663 503 |
| Change of accounting principles | – | – | – 2 975 |
2 975 | 2 975 | ||
| Opening balance, restated | 20 635 | 3 139 672 | 517 066 | (10 802) | 3 666 571 | (93) | 3 666 478 |
| Allocation of result from previous years |
– | – | – | – | – | – | – |
| Dividend paid | – | (76 057) | (514 091) | – | (590 148) | – | (590 148) |
| Dividend approved (not paid) | – | (1 584 732) | – | – | (1 584 732) | – | (1 584 732) |
| Other comprehensive income | – | – | – | 9 911 | 9 911 | – | 9 911 |
| Results of financial investments revaluation |
– | – | – – |
– | |||
| Net profit (loss) for the period | – | – | 298 955 | – | 298 955 | (2) | 298 953 |
| Closing balance | 20 635 | 1 478 883 | – 301 930 |
(891) | 1 800 557 | (95) | 1 800 462 |
| Note | 01.01.2017 – 30.06.2017 |
01.01.2016 – 30.06.2016 |
|
|---|---|---|---|
| A. Operating cash flow – indirect method | |||
| I. Gross profit | 205 658 | 116 339 | |
| II. Adjustments | |||
| Share in net (profit) loss of entities that are recognised using the equity method | (23 655) | (21 691) | |
| Depreciation/amortisation | 1 962 | 1 505 | |
| Foreign exchange gains/(losses) | 644 | 106 248 | |
| Interest and profit sharing (dividends) | 18 054 | 54 476 | |
| Profit/(loss) on revaluation of assets and liabilities | (252 001) | (270 271) | |
| (Profit) loss on putting financial instruments into effect | 903 | ||
| (254 996) | (128 830) | ||
| III. Changes in working capital | |||
| Change in provisions | 53 500 | 90 335 | |
| Change in inventory | (38 377) | (30 675) | |
| Change in receivables | (99 596) | 14 339 | |
| Change in short-term liabilities, except for loans and borrowings | 43 148 | (80 274) | |
| Change in restricted cash | (33 377) | 32 623 | |
| (74 702) | 26 348 | ||
| IV. Net cash generated from operating activities (I+II+III) | (124 040) | 13 587 | |
| Income tax paid | (16 541) | (5 346) | |
| V. Net operating cash flow | (140 581) | 8 511 | |
| B. Cash flows from investing activities | |||
| I. Inflows | |||
| Disposal of intangible assets and tangible fixed assets | – | 1 118 | |
| Sale of investments in property | 11 | 120 490 | 1 699 644 |
| From borrowings and financial investments | 13 | 245 822 | 31 327 |
| 366 312 | 1 732 089 | ||
| II. Outflows | |||
| Purchase of intangible assets and PP&E | (2 053) | (584) | |
| Investments in real estate | (424 593) | (206 643) | |
| On borrowings granted and financial investments | (111 526) | (34 666) | |
| (538 172) | (241 893) | ||
| III. Net cash flow from investing activities | (171 860) | 1 490 196 | |
| 01.01.2017 – 30.06.2017 |
01.01.2016 – 30.06.2016 |
|
|---|---|---|
| C. Cash flow from financing activities | ||
| I. Inflows | ||
| Loans and borrowings | 120 007 | 1 161 249 |
| Issue of debt securities | 155 000 | – |
| Dividends received from units accounted for using the equity method | 11 991 | – |
| 286 998 | 1 161 249 | |
| II. Outflows | ||
| Dividends and other payments to equity holders | (66 030) | (590 147) |
| Repayment of loans and borrowings | (51 123) | (591 052) |
| Redemption of debt securities | (175 000) | (175 000) |
| Outflows on account of foreign currency derivatives | – | (903) |
| Interest | (14 249) | (67 271) |
| (306 402) | (1 424 373) | |
| III. Net cash flow from financial activities (I+II) | (19 404) | (263 124) |
| D. Total net cash flows | (331 845) | 1 235 583 |
| E. Change in the balance of cash, including: | (331 845) | 1 235 298 |
| – change in cash due to foreign exchange gains/losses | – | (285) |
| Cash at the beginning of the period | 636 359 | 821 305 |
| Cash at the end of the period (F+D) | 304 514 | 2 056 603 |
The condensed interim consolidated financial statements of Echo Investment Group for the first half of 2017, prepared in accordance with IAS 34 'Interim Financial Reporting', adopted for application in the European Union, for the period between 1 January 2017 and 30 June 2017.
The condensed interim consolidated financial statements of the Group include consolidated financial data as of 30 June 2017 and comparative data as at 31 December 2016 as well as for the 6-month period ended 30 June 2016. In relation to the profit and loss account, the statement of comprehensive income there are presented consolidated financial data as for the 6-month period ended 30 June 2017, comparative data for the 6-month period ended 30 June 2016, and consolidated financial data for the period of 3 months: since 1 April, 2017 to 30 June 2017, and comparative data for the period of 3 months: since 1 April, 2016 to 30 June 2016. In relations to the changes in equity and the cash flow statement there are presented consolidated financial data for the 6-months period ended 30 June 2017 and the comparative data as of 30 June 2016.
Unless indicated otherwise, the Group's financial statements are presented in the Polish zloty (PLN), which is also the presentation currency and the functional currency of the parent company. The Group comprises entities with a functional currency other than PLN. The reporting data of those companies included in these statements have been converted to PLN in accordance with IAS 21. Balance sheet items were translated at the exchange rate on
the balance sheet date, and income statement items were translated at the average exchange rate for the period. The resulting exchange differences are recognized in other comprehensive income and the cumulative amounts are recognized in a separate component of equity.
These financial statements need to be analysed in conjunction with the annual consolidated financial statements for the financial year ended 31 December 2016 prepared in line with the IFRS adopted for application in the EU.
The financial statements have been developed on the historical cost basis, save for investment properties and financial instruments measured at fair value. The financial statements have been developed on the assumption of going concern in the foreseeable future, bearing in mind the fact that there are no circumstances implying a threat to going concern.
The accounting principles applied to these interim condensed financial statements are consistent with the principles applied in the most recent annual financial statements and have been applied an a continuous basis to all periods presented in the consolidated financial statements, except for the application of new standards, amendments to standards and interpretations issued by the IFRS Committee applicable, in the case of the Group, to the reporting period beginning on 1 January 2017. The applied changes had no material impact on the presentation of data and measurement in the financial statements.
The accounting principles and policies applied during the preparation of this financial report are in compliance with the principles applied in the last annual financial report, except for the new standards, amendments to standards and interpretations issued by the IIFRS [Interpretation of International Financial Reporting Standards] Committee, which are applicable to the Company for the reporting period beginning on January 1, 2017. The following new and amended standards have been applied in this report, all of them effective on January 1, 2017:
The applied amendments have not had a significant impact on the presentation of data and valuation in the financial report.
g. Amendments to IAS 12 'Recognition of Deferred Tax Assets for Unrealised Losses' (issued on 19 January 2016) – effective for financial years beginning on or after 1 January 2017. Not yet endorsed by EU at the date of approval of these financial statements.
h. Amendments to IAS 7 'Disclosure Initiative' (issued on 29 January 2016) – effective for financial years beginning on or after 1 January 2017. Not yet endorsed by EU at the date of approval of these financial statements.
o. IFRIC 23 'Uncertainty over Income Tax Treatments' (issued on 7 June 2017) – effective for financial years beginning on or after 1 January 2019. Not yet endorsed by EU at the date of approval of these financial statements.
The effective dates are provided by the International Accounting Standards Board. Effective dates in the European Union may differ from the effective dates provided in standards and are published when the standards are endorsed by the European Union.
In the period of 6 months of 2017 the Company made presentation changes in its consolidated profit and loss account. These changes result from the application of an updated methodology of allocating costs related to development projects that have so far been allocated to administration costs and sales costs.
As a result of the above alteration, the following changes were presented in these consolidated financial statements as compared to the consolidated financial statements for the period ended on 30 June 2016.
Major changes of comparable data as at 30 June 2016:
| As at | As at | ||
|---|---|---|---|
| 30.06.2016 | 30.06.2016 | ||
| – restated | – approved | Change | |
| Assets | |||
| Non-current assets | |||
| Investment properties under construction | 596 123 | 594 566 | 1 557 |
| Deferred tax asset | 51 924 | 52 622 | (698) |
| Current assets | |||
| Inventory | 627 308 | 625 192 | 2 116 |
| Equity and liabilities | |||
| Equity | |||
| Cumulated profit (loss) | 301 930 | 298 953 | 2 977 |
| 01.01.2016 – | 01.01.2016 – | ||
|---|---|---|---|
| 30.06.2016 – restated |
30.06.2016 – approved |
Change | |
| Prime cost of sale | (138 305) | (135 175) | (3 130) |
| Gross profit (loss) on sales | 142 227 | 145 357 | (3 130) |
| Gains on investment properties | 384 830 | 385 218 | (388) |
| Administrative costs associated with project implementation | (7 822) | – | (7 822) |
| Sales costs | (17 776) | (25 842) | 8 066 |
| General and administrative costs | (42 017) | (48 965) | 6 948 |
| Profit before tax and financial revenue/expenses | 407 656 | 403 982 | 3 674 |
| Gross profit | 116 339 | 112 665 | 3 674 |
| Income tax | 185 591 | 186 288 | (697) |
| Net profit | 301 930 | 298 953 | 2 977 |
| Net profit attributable to shareholders of the parent company | 301 932 | 298 955 | 2 977 |
| Net profit attributable to non-controlling interest | (2) | (2) | – |
| As at 30.06.2016 – restated |
As at 30.06.2016 – approved |
Change | |
|---|---|---|---|
| Opening balance | 1 398 628 | 1 398 628 | – |
| Increase due to | |||
| investment expenditures | 182 558 | 181 001 | 1 557 |
| Closing balance | 596 123 | 594 566 | 1 557 |
| As at 30.06.2016 |
As at 30.06.2016 |
||
|---|---|---|---|
| – restated | – approved | Change | |
| Products and semi-finished products | 432 764 | 430 648 | 2 116 |
| Total inventory | 627 308 | 625 192 | 2 116 |
Major changes of comparable data as at 31 December 2016:
| As at | As at | ||
|---|---|---|---|
| 30.06.2016 – restated |
30.06.2016 – approved |
Change | |
| Assets | |||
| Non-current assets | |||
| Investment properties under construction | 539 797 | 536 692 | 3 105 |
| Deferred tax asset | 91 809 | 93 131 | (1 322) |
| Current assets | |||
| Inventory | 660 251 | 656 401 | 3 850 |
| Equity and liabilities | |||
| Equity | |||
| Cumulated profit (loss) | 393 345 | 387 711 | 5 634 |
| As at 30.06.2016 – restated |
As at 30.06.2016 – approved |
Change | |
|---|---|---|---|
| Opening balance | 1 398 628 | 1 398 628 | – |
| Increase due to | |||
| investment expenditures | 508 243 | 505 138 | 3 105 |
| Closing balance | 539 797 | 536 692 | 3 105 |
| As at 30.06.2016 – restated |
As at 30.06.2016 – approved |
Change | |
|---|---|---|---|
| Products and semi-finished products | 540 102 | 536 252 | 3 850 |
| Total inventory | 660 251 | 656 401 | 3 850 |
The revenue from the sale of goods and products is recognized at fair value received or payable, minus rebates, discounts and sales taxes, and it is recognized at the time the goods and products are delivered and the risks and benefits resulting from ownership of the goods and products are transferred to the buyer as well as when the amount of revenue can be measured reliably. In particular, the revenue from sales of residential and commercial properties is recognized in accordance with IAS 18 at the time of transfer of ownership of such units after the completion of the facility and obtaining an occupancy permit for the units.
The revenue from the rental of residential and commercial space is recognized on a linear basis over the contract period. The revenue from execution of construction projects based on long-term contracts are recognized in accordance with IAS 11 on the basis of their advancement. Percentage progress of the service is determined as the ratio of work performed on a given day in relation to the total work to be performed (in terms of costs incurred). The other revenue from the sale of services is recognized in the period in which the services are provided.
The cost of goods sold is measured at the production cost, using the method of detailed identification of the actual cost of assets sold or the percentage share e.g. of the land or shares sold, etc. In particular, the cost of sales of premises and land sold is determined proportionally to their share in the total cost of construction of the facility and the entire land constituting a given project.
Profit (loss) on investment property includes changes in the fair value of investment property and any other gain or loss related to the investment property.
Project-related administrative costs include the administrative costs which are indirectly related to the execution of development projects such as: perpetual usufruct fees, real property taxes, operating fees, property protection, administrative staff's remuneration, employee maintenance costs in the portion attributable to the project, and other stock maintenance related costs.
These costs, despite their indirect connection with development projects, are not capitalized in the value of stock / investment property because:
Financial costs related to the current period are recognized in the profit and loss account, except for costs subject to activation in accordance with IAS 23. The Group activates the part of financial expenses which is directly related to the acquisition and production of financial assets requiring a longer preparation period for their intended use or sale, recognized as stock and projects commenced. The activation concerns the amount of financial expenses determined using an effective interest rate minus net cash receipts (i.e. interest on bank deposits, except for deposits resulting from blockades or accreditation agreements) in the case of targeted financing incurred for a given construction project. General financing costs subject to capitalization are determined using the capitalization rate with respect to the expenditure incurred for a given element of assets.
Investment properties include the real estate owned by the Group and leased as well as the land directly related to these properties and the land purchased and maintained in order to increase the value of the portfolio. Investment property is initially recognized at the purchase cost/production cost.
In the case of real estate built by the Group, during the construction period, the Group classifies it as investment property under construction and it is included in the investment property when it is available for use. After the initial recognition, at each balance sheet date, the investment property is presented at fair value. The valuation of fair value is updated quarterly. Gains or losses arising from changes in the fair value of investment property are recognized in profit or loss in the period in which they arise. The fair value of land and buildings measured at the fair value are updated in order to reflect market conditions at the end of the reporting period. The fair value of investment property is the price to be received for the sale of the asset or paid for the transfer of the liability in transactions between market participants, carried out under normal conditions on the valuation date. The fair value of the property is subject to verification by external appraisers at least once a year. Values expressed in EUR and USD are converted quarterly according to current rates published by the National Bank of Poland.
Differences in the valuation of investment properties and the result on the sale of investment properties, as well as any other gains and losses on investment properties, are recognized in the profit and loss account as 'gain (loss) on investment property'. All repair and maintenance costs of investment property are recognized as an expense in the profit and loss account for the period to which they relate. 'Investment property under construction' includes projects carried out by the Group, which are intended for future use as investment property for lease. Investment property under construction, for which a significant part of the risks associated with the construction process has been eliminated and reliable valuation is possible, are measured at their fair value. The terms and conditions determined by the Group, on the fulfilment of which the analysis process starts in order to determine whether significant risks have been eliminated:
An important issue when analyzing risks is the possibility and method of financing the project.
Each investment property under construction is individually analyzed for the ability to obtain a credible valuation to its fair value, taking into account the general economic situation, the availability of data for similar properties and the expectation of volatility of underlying factors.
Upon the fulfilment of the above conditions, provided that the Group estimates that significant risks concerning the investment property under construction are eliminated, the property is measured at fair value. In other cases, due to the inability to obtain reliable measurement at its fair value, investment property under construction is measured at its acquisition cost or production cost minus any impairment losses. When valuing investment properties under construction at fair value according to the income method, the Group takes into account the degree of project implementation at the end of the reporting period and the reliable data available on the expected investment property at the end of the construction process. Costbased valuation includes costs that are directly related to an unfinished project. Expenditure incurred on the purchase of land, expenditure on the design and construction of buildings (mainly external services), financial costs and other costs incurred in the implementation, directly related to the investment are taken into consideration in the course of valuation according to the cost of production. In the case of a change in the use of real property, it is appropriately reclassified in the insurance and financial statement of the real estate and disclosed in the item: property, plant and equipment or stocks according to the carrying amount as at the transfer date, i.e. the previously presented fair value.
Inventory: semi-finished products and work in progress, finished goods and goods. Owing to the specific nature of the activity, land purchased or fees incurred for the right of perpetual usufruct of land are classified as work in progress – if the land is to be developed for further resale, or as goods – if the land is for sale. Work in progress also covers the costs associated with the implementation of projects for sale, such as expenditure on:
Detailed identification of costs related to employee salaries, which is included in the cost of goods sold, is made on the basis of the employee's time records, broken down into individual projects.
Finished products mainly include residential and service units completed and sold on the basis of final contracts. The stock of property, plant and equipment are measured at the cost of acquisition of land property and the cost of product manufacture, increased by the activated financial costs incurred but no higher than the net realizable value. This value is derived from information from the active market. Reversal of stock write-offs takes place in connection with the sale of the stock or an increase in the net sales price. The amount of stock write-offs recognized as a cost and the reversals of write-offs decreasing the value of stock included in the period are recorded in the 'cost of goods sold' item. Stock disposals are accounted for using the method of detailed identification of their purchase prices and production costs.
The preparation of financial statements required from the Group's Management Board to make certain estimates and assumptions which are reflected in these statements. The areas of significant estimates and judgments used in the preparation of these interim financial statements are the same as those disclosed in the annual consolidated financial statements for the financial year ended 31 December 2016. Actual results may differ from these estimates. The basic areas in which the estimates of the Management Board have a material impact on the financial statements are as follows:
Investment property is the property leased by the companies which are part of the Group. The fair value of investment property is classified at level 3 of the fair value hierarchy – there were no transfers between the levels. The fair value of the real estate which is almost 100% commercialized and generating a continuous income is determined by the income method using the simple capitalziation technique as the quotient of the net operating income (NOI) and the yield (Yield) or using the value derived from external valuation, preliminary real estate sales contract, a letter of intent or a purchase offer if available. The net operating income (NOI) is updated quarterly on the basis of existing leases, values expressed in EUR are converted quarterly according to current rates published by the National Bank of Poland. For real estate under construction and/or commercialization, measured in accordance with the criteria described in Section 5 (Methods of determining the financial result), property valuation is based on the discounted cash flow method, which takes into account future rental receipts (including holiday rentals), real estate sales and other expenditures to be incurred. The yield rates used to determine the residual values recognized in cash flows result from Management's estimates based on preliminary property sales agreements, letters of intent, valuation by external appraisers or their knowledge of the market. The rates used also take into account the risk and the level of the risk is individually assessed for each property depending on its status.
According to the valuations prepared by the Group, the total value of investment properties:
amounted to PLN 231,152,000 as at 30 June 2017 and it consisted of:
The yield rate used to estimate the value of an office building valued by the income method was 7.0%.
amounted to PLN 248,037,000 as at 31 December 2016 and it consisted of:
Yield rates used to estimate fair value for office buildings as at 31 December 2016 ranged from 7.25% to 7.75%.
amounted to PLN 64,632,000 as at 30 June 2016 and it consisted of:
Yield rates used to estimate fair value for office buildings as at 31 December 2016 ranged from 5.85% to 8.75% (as at 30 June 2016).
The value of investment property under construction: amounted to PLN 1,106,602,000 as at 30 June 2017 and it consisted of:
The yield rate used to estimate the value of an office building valued by the income method was 6.75%.
amounted to PLN 539,373,000 as at 31 December 2016 and it consisted of:
ҽ real property valued according to the expenditure incurred PLN 539,737,000
amounted to PLN 596,123,000 as at 30 June 2016 and it consisted of:
ҽ real property valued according to the expenditure incurred PLN 596,123,000
As part of assets earmarked for sale the Group presents the real estate which was earmarked for sale within 12 months. This item covers both completed projects, projects in progress and investment land.
As at 30 June 2017 the value of assets earmarked for sale amounted to PLN 65,586,000 and it consisted of:
Yield rates used to estimate fair value for office buildings ranged from 6.5% to 8.0%.
As at 31 December 2016 the value of fixed assets earmarked for sale amounted to PLN 198,166,000 and it consisted of:
The yield rate used to estimate the value of an office building valued by the income method was 7.75%.
As at 30 June 2016 the value of fixed assets earmarked for sale amounted to PLN 1,396,604,000 and it consisted of:
Yield rates used to estimate fair value for office buildings as at 30 June 2016 ranged from 5.85% to 8.75%.
The fair value of financial instruments (level 2 of the fair value hierarchy) that are not traded on an active market is determined using valuation techniques (the income method). The Company follows its judgment in selecting valuation methods and adopts assumptions based on market conditions at each balance sheet date. In particular, the forward contracts and option contracts are valued on the basis of valuations provided by banks using data such as current exchange rates, historical volatility and deposit rates (WIBOR, EURIBOR). In H1 2017 the Capital Group did not change the principles of valuation of financial instruments, there were no changes in the classification or shifts in the levels of the fair value hierarchy of instruments. There is no difference between the carrying amount and the fair value of financial instruments.
While estimating the amount of write-downs for inventories held by the Company as at the balance sheet date, information from the active market on expected sales prices and current market trends and information resulting from the initial sales agreements concluded by the Company is analyzed.
The assumptions used in calculating write-downs are based primarily on the property market prices in force in a particular market segment. In the case of land included in inventories, the value of the write-downs results from the estimated usefulness of the land for the current and future operations of the Company. Data on revaluation allowances for inventories to their net realizable value and a reversal of impairment losses are presented in note 10.
The Management Board of the Company is obliged to assess the probability of the deferred tax asset realization. As part of the preparation of the financial statements, the Company estimates the provision and deferred tax assets, including, but not limited to, the future levels of income tax liabilities. The process includes an analysis of the current levels of current income tax liability and the value of the temporary differences resulting from the differential treatment of tax and accounting transactions that result in deferred tax assets and liabilities.
In the process of the above assessment, a number of assumptions are made regarding the determination of the value of deferred tax asset and provisions. The above estimates take into account tax forecasts, historical tax charges, current available strategies for planning the Company's operating activities, and the timing of individual interim differences. When analysing dates of individual interim differences the Company establish possible income tax rate - 15% or 19%. The Company uses income tax rates applicable to calculate the amount of deferred income tax.
The above estimates may be subject to change due to external factors, therefore the Company may periodically adjust the value of deferred tax assets and liabilities, which in turn may affect the Company's financial condition and results.
In H1 2017 the Group created and released deferred income tax provisions and assets at a total amount of PLN 11,955,000, which reduced the Group's financial result. One of the factors affecting the amount of the deferred income tax was the change in the corporate income tax rate from 19% to 15% as of 2017 for most of the Group's subsidiaries. As at the balance sheet date, the Group had deferred income tax provisions of PLN 60,830,000 and deferred tax assets of PLN 100,465,000.
Value of rental income covering costs (Master Lease) is estimate based on information from lease agreement concluded, for non-leased area; and based on expected dates of space delivery, estimations on rental rates and rent free periods.
On this base following is estimated:
Estimation concerns period of expected Master Lease.
riod, cost of Master Lease concern the space remains equal to cost of rent free period.
ҽ If rent free period is expected to finish in given month, the Master Lease cost remains zero.
Basic rent, as the operating fees are calculated in the same way, except the fact, that rent free period does not concerns operating fees.
Profit share is calculated as given percentage of profit identified in the agreement with third party, including costs, Master Lease costs included.
Profit after tax is used for profit share calculation.
The Group's business segments are presented in accordance with data derived from internal management reporting. The Group identified the following reporting segments, the same as the operating segments, defined based on the type of projects:
The principles for determining revenues, costs, measurement of a segment's performance, the valuation of assets and liabilities of a segment are accounting policies adopted for preparing and presenting consolidated financial statements, as well as the accounting principles that relate to segment reporting.
The measure of segment profit/loss is the operating "gross profit / loss from the sale". Financial data of segments is disclosed in notes 14A-14E to the consolidated statements.
| 30.06.2017 | 31.12.2016 | 30.06.2016 | |
|---|---|---|---|
| Contingent liabilities to other entities | |||
| - due to guarantees and sureties granted | 726 143 | 840 476 | 639 818 |
| - on court proceedings | 150 | 150 | |
| Total contingent liabilities | 726 143 | 840 626 | 639 968 |
Contingent liabilities are presented according to their nominal value, which does not differ from their fair value. A detailed description of the off balance sheet items was presented in the form of a chart constituting further part of this note.
Off balance sheet intra-group liabilities are not recognised, since provisions for lease guarantee liabilities have already been recognised in the consolidated balance sheet.
| For | Value [PLN '000] | Validity | Description |
|---|---|---|---|
| Bletwood Investments Sp. z o.o. | 1 422 | Entire validity period of the lease and three months following its termination date |
Surety bond for liabilities of Cogl II Poland Limited Sp. z o.o. as a collateral of the liabilites resulting from the lease concluded on 06.11.2015. Issued in EUR. |
| HPO AEP Sp. z o.o. Sp. J. | 10 566 | Until acquisition of an occupancy permit for the projects but no later than 07.12.2031. |
Surety bond for liabilites of Echo – Browary Warszawskie Sp. z o.o. Sp.K. and Dellia Investments – Projekt Echo – 115 Sp. z o.o. Sp. K. j as a collateral of liabilites resulting from the lease concluded on 07.12.2016. Mutual surety issued in EUR. |
| Total | 11 988 |
| For | Value [PLN '000] | Validity | Description |
|---|---|---|---|
| Horta Sp. z o.o. | 21333 | to 02.07.2020 | Peformance bond concerning execution of the final sales agree ment concerning the Acquarius Business House I office building in Wrocław. Issued in EUR. |
| Skua Sp. z o.o. | 25 359 | to 30.07.2021 | Performance bond concerning the execution of the final sales agreement concerning the Acquarius Business House II office building in Wrocław. Issued in EUR. |
| Skarb Państwa | 43 045 | to 22.05.2018 | Surety bond concerning liabilites of Outlet Park – Projekt Echo – 126 Sp. z o.o. Sp. K. |
| mBank S.A. | 14 974 | until fulfillment of suitable financial indexes, no longer than 31.03.2021 |
Surety bond for liabilities of Nobilis – Projekt Echo – 117 Sp. z o.o. Sp. K. resulting from loan agreement of 16.06.2016. Issued in EUR. |
| mBank S.A. | 5 489 | until project complation, no longer than 31.03.2018 |
Surety bond for construction cost overrun concerning the Nobilis office building in Wrocław |
| BGŻ BNP Paribas S.A. | 5 169 | until project complation date | Surety bond for cost overrun and liabilities resulting from debt service in the period of construction of the Symetris I and II office building in Łódź. Issued in EUR. |
| IREEF – Stryków Propco Sp. z o.o. | 420 000 | to 15.12.2019 | Construction work quality gurantee related to Q22 in Warsaw. |
| IREEF – Stryków Propco Sp. z o.o. | 145 986 | to 15.12.2018 | Surety bond concerning failure to execute liabilities of Q22 – Pro jekt Echo – 128 Sp. z o.o. Sp. k. resulting from the sales contract concerning Q22 in Warsaw of 16.12.2016. Issued in EUR. |
| Bank Millenium S.A. | 7 300 | until project complation, no longer than 30.06.2019 |
Surety bond for cost overrun of West Link office building in Wrocław and liabilities of West Gate II – Projekt Echo – 114 Sp. z o.o. Sp. K., resulting from loan agreement of 23.03.2017 |
| Sagittarius – Projekt Echo – 113 Sp. z o.o. Sp.k. |
25 700 | to 30.09.2020 | Surety bond concerning the credit facility of 1.06.2017, cost over run surety up to PLN 25,7 mln of 1.06.2017 |
| Total | 714 155 |
As at 30 June 2017 there was no current surety agreements in force by the Group.
The total value of current surety agreements in force received by the Group as at there was no 30 June 2017 is as follows:
ҽ under lease agreements concluded: PLN 2 mln and EUR 1,1 mln.
ҽ on account of project implementation: PLN 59,8 mln and EUR 0,6 mln.
| 30.06.2017 | 31.12.2016 | 30.06.2016 | |
|---|---|---|---|
| Opening balance | 248 037 | 63 342 | 63 342 |
| a) increases (due to) | |||
| acquisition | – | – | – |
| reclassification from investment properties under construction | – | 1 226 575 | 1 071 206 |
| reclassification from assets held for sale | 18 000 | 47 027 | – |
| capital expenditures | 10 003 | 10 537 | 16 103 |
| reclassification from fixed assets | – | – | – |
| reclassification from inventories | – | – | – |
| changes in the valuation of property | – | 129 839 | 133 663 |
| value of rent frees | – | – | – |
| 28 003 | 1 413 978 | 1 220 972 | |
| b) decreases (due to) | |||
| sale | – | – | – |
| changes in the valuation of property | (25 081) | (9 026) | – |
| reclassification to investment property under construction | – | – | – |
| reclassification to inventory | – | – | – |
| exchange rate differences | (1 807) | (575) | – |
| reclassification to assets held for sale | (18 000) | (1 219 682) | (1 219 682) |
| (44 888) | (1 229 283) | (1 219 682) | |
| Closing balance | 231 152 | 248 037 | 64 632 |
As at 30 June 2017 the 'Investment Property' item included 8 investment properties located in Poland and Hungary, with a combined value of PLN 231,152,000 (Babka Tower in Warsaw and Nobilis Business House in Wrocław included).
As at 31 December 2016 the 'Investment Property' item included 7 investment properties located in Poland and Hungary, with a combined value of PLN 248,037,000.
The group assesses its properties according to their fair value at the end of each calendar quarter of a year.
| 31.12.2016 | 30.06.2016 | ||
|---|---|---|---|
| 30.06.2017 | – restated | – restated | |
| Opening balance – restated | 539 797 | 1 398 628 | 1 398 628 |
| a) increases (due to) | |||
| – sales | 174 150 | 36 000 | – |
| – capital expenditures | 139 147 | 508 243 | 182 558 |
| – revaluation of properties | 269 779 | 285 443 | 223 907 |
| – reclassification from inventories | – | 3 440 | – |
| – foreign exchange rates | – | 275 | 275 |
| – reclassification from investment property | – | – | – |
| – reclassification from assets held for sale | 107 405 | – | – |
| 690 481 | 833 401 | 406 740 | |
| b) decreases (due to) | |||
| – reclassification to investment property | – | (1 226 575) | (1 071 206) |
| – sales | – | (209 815) | – |
| – changes in the valuation of property | (7 987) | (44 231) | (19 226) |
| – foreign exchange rates | – | (445) | (446) |
| – reclassification to assets held for sale | (115 689) | (211 166) | (118 367) |
| (123 676) | (1 692 232) | (1 209 245) | |
| Closing balance | 1 106 602 | 539 797 | 596 123 |
In H1 2017 the Group purchased land in Łódź, Kraków, Gdańsk and Wrocław, with a total value of PLN 174,150,000. The group is planning to launch the construction of office facilities on the newly-purchased plots.
The expenditure incurred on project execution concerned the continuation of investment enterprises started in 2016, including in particular: O3 Business Campus (stage II) and O3 Business Campus (stage III) in Kraków, West Link and Sagittarius in Wrocław, Symetris (stage II) in Łódź, Galeria Libero in Katowice.
As at 30 June 2017 the Group presented investment properties under construction with a total value of PLN 1,106,602,000 including: O3 Business Park (stage II and III), Symetris (stage II), Sagittarius, West Link, Galeria Libero and others which were developed in Łódź, Katowice, Wrocław and Warsaw.
According to IFRS 23, the Group activates portion of financial costs, which are directly related to acquisition and production of assets descripted as investment properties under construction. The activated amount of financial costs stated using the effective interests rate decreased by revenues from temporary cash placement (i.e. interests on bank placements, except placement of restricted cash and letter of credit), and in case of purpose financing on project carried. If overdraft financing, capitalized financial costs are established using interest rate on capital expenditure for given assets' component.
In H1 2017 the activated amount of cost of financing attributable to investment property under construction amounted to PLN 1,563,000 (1.55% cap rate), in 2016 PLN 9,585,000 (cap rate 3.63%), in H1 2017 PLN 6,321,000 (cap rate 2.16%).
| 30.06.2017 | 31.12.2016 | 30.06.2016 | |
|---|---|---|---|
| Opening balance – restated | 198 166 | 5 192 965 | 5 192 965 |
| a) increases (due to) | |||
| – reclassification from investment property held for sale | 115 689 | 211 166 | 118 367 |
| – reclassification from investment property | 18 000 | 1 219 682 | 1 219 682 |
| – reclassification from inventories | 8 000 | – | – |
| – capital expenditures | – | – | 14 991 |
| – revaluation of properties | 3 462 | 223 309 | 111 857 |
| – foreign exchange rates | – | 2 509 | 2 510 |
| 145 151 | 1 656 666 | 1 467 407 | |
| b) decreases (due to) | |||
| – reclassification to investment property under construction | (107 405) | – | – |
| – reclassification to investment property | (18 000) | (47 027) | – |
| – changes in the valuation of property | (2 000) | (12 022) | (1 042) |
| – sales | (148 944) | (6 592 416) | (5 262 726) |
| – foreign exchange rates | (1 382) | – | – |
| (277 731) | (6 651 465) | (5 263 768) | |
| Closing balance | 65 586 | 198 166 | 1 396 604 |
As at 30 June 2017 the 'Assets Earmarked for Sale' item included land properties in Słupsk, Koszalin and Romania with a total value of PLN 57,586,000 as well as the Kirkor building in Warsaw with a value of PLN 8,000,000.
The decrease in the assets earmarked for sale is related to the sale of A4 Business Park III office building in Katowice on April 26 2017.
As at 31 December 2016 the 'Assets Earmarked for Sale' item included land properties in Koszalin, Słupsk, Romania and Kyiv as well as A4 Business Park (stage III) office building.
As at 30 June 2017 the evaluations of investment property were made in EUR and recalculated into PLN according to the average currency exchange rate of the National Bank of Poland on the balance date.
The evaluation was prepared in EUR due to the fact that the majority of leases are based on rent rates denominated in EUR.
| 30.06.2017 | 31.12.2016 – restated |
30.06.2016 – restated |
|
|---|---|---|---|
| – materials | – | 3 | 3 |
| – semi-finished products and work-in products | 624 169 | 540 102 | 432 764 |
| – finished products | 55 922 | 93 481 | 171 016 |
| Goods | 13 525 | 26 665 | 23 525 |
| Total 693 616 |
660 251 | 627 308 |
The 'Finished Products' item included completed housing units earmarked for sale.
The 'Semi-finished Goods and Work in Progress' item mostly includes properties held by the Group as well as expenditure on residential project under preparation or under construction.
The 'Goods' item includes the land earmarked for sale.
Inventories are valued no higher than their net realizable value. This value is derived from the information from the active market. Reversal of inventory write-downs results from inventory sales or an increase in their net sales price. The amounts of inventory write-downs recognized as a cost in the period and the amounts of reversals of inventory write-downs recognized as an income in the period are included in the 'Cost of Sales' item in the profit and loss account.
In accordance with IAS 23, the Group activates the portion of financial costs directly related to the acquisition and production of assets that require a longer preparation time for the intended use or sales recognized as stock and projects commenced. The activation concerns the amount of financial expenses determined using the effective interest rate reduced by the income from the temporary placement of cash (i.e. the interest on bank deposits, except for deposits resulting from blockades of accounts or letters of credit) in the case of targeted financing contracted for a given construction project. In the case of general financing, the overall financing costs subject to capitalization are determined by applying the capitalization rate to the expenditure incurred for a given asset.
The activated amount of costs of external financing for inventories amounted to PLN 680,000 in H1 2017 (cap rate 1.55%), PLN 3,751,000 in 2016 (cap rate 3.63%) and PLN 918,000 in H1 2016 (cap rate 2.16%).
| 30.06.2017 | 31.12.2016 | 30.06.2016 | |
|---|---|---|---|
| a) opening balance (due to) | |||
| provision for general and administrative costs (audit, bonuses, leaves on absence) | 23 | – | – |
| provisions for expected penalties and looses | 23 924 | 10 592 | 10 592 |
| provision for costs of warranty repair etc. | 2 066 | 2 066 | 2 066 |
| provisions for looses resulting from transfer of assets | – | 1 940 | 1 940 |
| provisions for liabilities related to investment projects | 117 842 | – | – |
| 143 855 | 14 598 | 14 598 | |
| b) increase (due to) | |||
| provision for general and administrative costs (audit, bonuses, leaves on absence) | – | 23 | – |
| provisions for expected penalties and looses | 5 143 | 16 959 | – |
| provision for costs of warranty repair etc. | – | – | – |
| provisions for looses resulting from transfer of assets | – | – | 90 590 |
| provisions for liabilities related to investment projects | 114 307 | 117 842 | – |
| 119 450 | 134 824 | 90 590 | |
| c) utilisation and release (due to) | |||
| provision for general and administrative costs | (23) | – | – |
| provisions for expected penalties and looses | (2 765) | (3 627) | – |
| provision for costs of warranty repair etc. | – | – | – |
| provisions for looses resulting from transfer of assets | – | (1 940) | – |
| provision on ligitation | – | – | – |
| provisions for liabilities related to investment projects | (46 821) | – | – |
| (49 609) | (5 567) | – | |
| d) closing balance | |||
| provision for general and administrative costs (audit, bonuses, leaves on absence) | – | 23 | – |
| provisions for expected penalties and looses | 26 302 | 23 924 | 10 592 |
| provision for costs of warranty repair etc. | 2 066 | 2 066 | 2 066 |
| provisions for looses resulting from transfer of assets | – | – | 92 530 |
| provisions for liabilities related to investment projects | 185 328 | 117 842 | – |
| 213 696 | 143 855 | 105 188 |
Penalty reserve includes the value of any penalties that may be charged to the Group under contractual agreements with a probability of charge greater than 50%.
The provision for the anticipated costs of guarantee repairs includes the value of the repairs or compensations concerning apartments and projects sold with a probability of charge greater than 50%.
The provision for investment liabilities is based on sales contracts concerning office buildings, mostly Group's liabilities to pay rental and operating fees related to the rental lower than the level specified in the agreement.
Furthermore, the 'Investment Liability Provisions' item includes an obligation to pay part of the proceeds generated from the sale of projects.
In H1 2017, the Group created a provision for future investment liabilities related to the sale of A4 Business Park stage III project. Furthermore, there was revaluation of remaining investment liabilities related to office buildings sold in 2016, i.e. Tryton, O3 Business Campus I, Symetris I and Q22. The provision amount was estimated based on the best knowledge of the Company and on the basis of its experience. Realization dates of provisions for penalties and losses, guarantee costs and court cases are not possible to estimate, with a high probability that they will be executed within 12 months of the balance sheet date.
Provisions for the Profit Share and the Master Lease were divided into a long-term part and a short-term part in the balance sheet.
| 30.06.2017 | 31.12.2016 | 30.06.2016 | |
|---|---|---|---|
| a) loans and borrowings | 175 715 | 102 208 | 640 685 |
| b) securities | 962 807 | 879 140 | 836 332 |
| c) intrest on loand and borrowings | 6 084 | 573 | 150 |
| Total | 1 144 606 | 981 921 | 1 477 167 |
| Long-term | 593 633 | 760 981 | 1 107 202 |
| Short-term | 550 973 | 220 940 | 369 965 |
The 'loans and borrowings' item presents special purpose loans and lines of credit in current accounts.
The credit agreements are secured by real estate mortgages, assignment of receivables from concluded contracts and registered pledges on shares of subsidiaries. Interest rates on loans denominated in EUR are based on the EURIBOR plus a margin. The Group uses interest rate hedging in the form of IRS instruments. The majority of IRS instruments are not self-contained but are included in loan agreements and are assessed together with loans.
Credit lines denominated in PLN are secured by blank promissory notes, declarations of submission to enforcement and powers of attorney to bank accounts. The loan interest rate is based on the WIBOR rate plus a bank's margin.
According to the best information and data of the Management Boards of the Group's companies, there were no breaches of the terms of loan agreements or the agreed levels of collateral during the financial year and until the date of signing the financial statements
In the 'Debt Securities' item the Group presents bonds issued. Interest on bonds is based on the WIBOR rate plus a margin.
The fair value of loans and borrowings does not differ significantly from their balance value. The fair value was determined by the income method based on the cash flows discounted by the current market interest rate. The fair value measurement was classified as level 2 of the fair value hierarchy.
| 30.06.2017 | 31.12.2016 | 30.06.2016 | |
|---|---|---|---|
| security of rental income | – | 10 091 | – |
| profit share | – | 6 250 | 27 202 |
| liabilities related to Warsaw Q22 option | – | – | 281 498 |
| – | 16 341 | 308 700 | |
| long-term portion | – | 12 977 | – |
| short-term portion | – | 3 364 | 308 700 |
As at December 31 2016 liabilities related to A4 Business Park office building (stage III) in Katowice were presented. As at June 30 2016 liabilities related to office buildings: O3 Business Campus (stage I) in Kraków, Tryton in Gdańsk, A4 Business Park (stage III) in Katowice as well as Q22 in Warsaw were presented.
| 01.01.2017– 30.06.2017 |
01.01.2017– 30.06.2016 |
|
|---|---|---|
| Due to: | ||
| development and leasing services in retail segment | 9 138 | 149 952 |
| development and leasing services in office segment | 68 778 | 46 694 |
| sales and rental of residential space | 78 110 | 77 842 |
| Other sales | 13 374 | 6 044 |
| Total | 169 400 | 280 532 |
| 01.01.2017– 30.06.2017 |
01.01.2016– 30.06.2016 |
|
|---|---|---|
| value of inventory recognized as cost of given period | 126 939 | 55 035 |
| inventory impairement recognized as cost of given period | – | – |
| Value of reverse of inventory impairements recognized as decreasing costs | 5 079 | – |
The value of inventories recognized as cost in a given period is included in the 'Cost of Sales' item in the income statement.
| 01.01.2017 – 30.06.2017 |
01.01.2016 – 30.06.2016 |
|
|---|---|---|
| Revenues of property sales | 116 960 | – |
| Costs of property sales (notes 2, 3, 4) | (110 152) | – |
| Revaluation of property (notes 2, 3, 4) | 159 473 | 384 830 |
| Net profit (loss) on investment properties | 166 281 | 384 830 |
In H1 2017 the Group sold A4 Business Park (stage III) investment property at the price of EUR 27,500,000.
An income from the sale amounting to PLN 116,452,000 was presented in the 'Income from Project Sale' item in the cash flow statement.
The property value update item includes the costs related to rent holidays in the office properties: West Link, O3 Business Park II, Sagittarius, Symetris II and Nobilis.
Furthermore, as a result of an update the Group included the share of Echo Polska Properties N.V. in the profit from the sale of the ROFO investment properties: Symetris (stage II) and O3 Business Park II, Sagittarius, Libero and Nobilis.
| 01.01.2017 – 30.06.2017 |
01.01.2016 – 30.06.2016 |
|
|---|---|---|
| Revenues from interest on investment activity (borrowings granted etc) | – | 634 |
| Profit on sale of investment | 52 | 30 030 |
| Revenue on revaluation of financial assets | 112 604 | 16 528 |
| Other financial revenues | 530 | 104 |
| Total | 113 186 | 47 296 |
In Q2 2017 the Group changed the valuation method of its block of shares held in Echo Polska Properties N.V.
The result of the revaluation to the market value amounting to PLN 111,965,000 was presented in the 'Income from Updating the Value of Financial Assets' item.
| 01.01.2017 – 30.06.2017 |
01.01.2016 – 30.06.2016 |
|
|---|---|---|
| Costs of intrests | (17 821) | (58 133) |
| Costs of revaluation of financial assets | (475) | (160 574) |
| Financial commision | (3 697) | (19 178) |
| Loss on sale of investment | (37 801) | (25 876) |
| Other financial costs | – | (30) |
| Total | (59 794) | (263 791) |
In June 2017 In H1 2017 the Group sold 40 mln shares of Echo Polska Properties N.V. at the price of EUR 49 mln. Due to the change of the method of evaluation of shares held to their market value, the Group recognized a loss on the sale.
The income of cash from transactions amounting to PLN 206,373,000 is presented in the 'Income from Financial Investments' item in the cash flow statement.
The Echo Investment Group made a combined profit of PLN 88,400,000 on the sale and revaluations to the market value of a block of EPP shares.
In the comparable data for H1 2016, the 'Cost of Revaluation of Financial Assets' item presented the result of the update of the option related to Q22 project, which amounted to PLN 153,920,000.
| 31.12.2016 | 30.06.2016 | ||
|---|---|---|---|
| 30.06.2017 | – restated | – restated | |
| Retail | 203 109 | 183 280 | 175 900 |
| Office | 528 690 | 1 340 220 | 1 990 153 |
| Residential | 482 515 | 703 788 | 681 546 |
| Unallocated | 2 308 025 | 1 142 504 | 2 705 233 |
| Total | 3 522 339 | 3 369 792 | 5 552 832 |
| 30.06.2017 | 31.12.2016 | 30.06.2016 | |
|---|---|---|---|
| Retail | 52 847 | 17 496 | 10 163 |
| Office | 368 840 | 305 605 | 917 573 |
| Residential | 163 228 | 100 826 | 100 781 |
| Unallocated | 1 444 719 | 1 412 071 | 2 723 853 |
| Total | 2 029 634 | 1 835 998 | 3 752 370 |
| 01.01.2017– 30.06.2017 |
01.01.2016– 30.06.2016 |
|
|---|---|---|
| Retail | 6 779 | 149 952 |
| Office | 69 554 | 46 694 |
| Residential | 78 110 | 77 842 |
| Other | 14 957 | 6 044 |
| Total | 169 400 | 280 532 |
| 01.01.2017– 30.06.2017 |
01.01.2016– 30.06.2016 |
|
|---|---|---|
| Retail | (3 350) | (47 332) |
| Office | (62 764) | (31 402) |
| Residential | (62 415) | (55 745) |
| Other | (9 789) | (3 826) |
| Total | (138 318) | (138 305) |
| 01.01.2017– 30.06.2017 |
01.01.2016– 30.06.2016 |
|
|---|---|---|
| Retail | 3 429 | 102 620 |
| Office | 6 790 | 15 292 |
| Residential | 15 695 | 22 097 |
| Other | 5 168 | 2 218 |
| Total | 31 082 | 142 227 |
Unallocated assets and liabilities include items that cannot be clearly attributed to individual segments. There was no income between the segments in the Group.
The Echo Investment Group and the Echo Polska Properties Group concluded a contract concerning the purchase of a property located at 22 Towarowa Street, where a joint investment enterprise is to be executed. As at the balance date i.e. on 30 June 2017 the Echo Investment Group held 46.26% shares in the project company being the owner of the property at 22 Towarowa Street. The remaining 53.74% was held by EPP. As soon as all conditions increasing the price are fulfilled, the Echo Investment Group will eventually hold 30% shares, with the remaining 70% shares held by the Echo Polska Properties Group. Echo Investment S.A. and Echo Polska Properties N.V. are only responsible for their respective parts of the purchase price.
The share of the Group in Projekt Echo – 138 Sp. z o.o. S.K. presented in the consolidated financial report is estimated according to the equity method.
A summary of financial information in the joint venture is presented below.
| 30.06.2017 | 31.12.2016 | |
|---|---|---|
| Current assets | 5 696 | 300 316 |
| Non-current assets – investment property | 346 659 | 343 510 |
| TOTAL ASSETS | 352 355 | 643 826 |
| Long-term liabilities | 851 | 811 |
| Short-term liabilities | 16 843 | 303 929 |
| TOTAL LIABILITIES | 17 694 | 304 740 |
| Equity | 334 661 | 339 086 |
| Echo Investment Group's share as at 30.06.2018 | 46,26% | 46,26% |
| Exluding transactions between entities | (2 362) | – |
| Value in balance sheet | 152 455 | 156 864 |
| 30.06.2017 | 31.12.2016 | |
|---|---|---|
| Operating revenues | 6 723 | 189 |
| Operating costs | (10 222) | (100) |
| General and administrative costs | (242) | (2 270) |
| Financial revenues | - | 229 |
| Financial costs | (655) | (417) |
| Gross profit (loss) | (4 396) | (2 299) |
| Tax income | - | 1 |
| Net profit (loss) | (4 396) | (2 298) |
| Total comprehensive income | (4 396) | (2 298) |
| Echo Investment Group's share as at 30.06.2018 | 46,26% | 46,26% |
| Share of total comprehensive income on joint-venture | (2 034) | (1 063) |
On 31 May 2017 Echo Investment Group and Echo Polska Properties Group concluded a purchase agreement concerning a property on Zgrupowania AK Street in Warsaw. Under the concluded transaction the companies purchased shares in Rosehill Investments Sp. z o.o., which is the owner of the purchased property by way of holding 100% shares in Berea Sp. z o.o.
The sales price of the shares in Rosehill Investments Sp. z o.o., which is an indirect owner of the property, was established as EUR 104.5 mln. As at the balance date i.e. on 30 June 2017 Echo Investment Group held 30% shares in the project company being the owner of the property and the remaining 70% was held by the Echo Polska Properties Group. Echo Investment S.A. and Echo Polska Properties N.V. are only responsible for their respective parts of the purchase price. The share of the Group in Berea Sp. z o.o. presented in the financial report is estimated according to the equity method.
As at the balance sheet day, Echo Investment's subsidiary had the receivable from Berea Sp. z o.o as borrowing granted. The borrowing value with interests amounted to PLN 61,062 thousand.
A summary of financial information in the joint venture is presented below.
| Rosehill Investments Sp. z o.o. 30.06.2017 |
Berea Sp. z o.o. 30.06.2017 |
|
|---|---|---|
| Current assets | 45 589 | 15 839 |
| Interests in Berea Sp. z o.o. | 217 890 | – |
| Non-current assets | – | 527 932 |
| Total assets | 263 479 | 543 770 |
| Long-term liabilities | 58 782 | 1 483 |
| Short-term liabilities | 279 967 | 152 130 |
| Total liabilities | 338 748 | 153 613 |
| Equity | (75 269) | 390 157 |
| Echo Investment Group's interests as at 30.06.2017 | 30,00% | 30,00% |
| Rosehill Investments Sp. z o.o. 30.06.2017 |
Berea Sp. z o.o. 30.06.2017 |
|
|---|---|---|
| Revenues | 1 | 1 |
| Operating costs | – | - |
| Revenues due to revaluation of the property | – | 46 307 |
| Administrative and general costs | (37) | (53) |
| Financial revenues | 47 | 7 |
| Financial costs | (5 714) | (5) |
| Gross profit (loss) | (5 703) | 46 257 |
| Tax income | – | - |
| (5 703) | 46 257 | |
| Total comprehensive income | ||
| Echo Investment Group's interests as at 30.06.2017 | (5 703) | 46 257 |
| Share of comprehensive income on joint-venture | 30,00% | 30,00% |
| Udział całkowitych dochodów całkowitych z tytułu wspólnego przedsięwzięcia | (1 711) | 13 877 |
Echo Investment Group took part in the capital increase of Echo Polska Properties N.V. and, on April 13, 2017, bought 756,757 of new bonds issued by the company. Due to the capital increase, the holding of Echo Investment Group in EPP N.V. fell from 15.34% to 12.86%.
As of May 19, 2017, Maciej Drozd, deputy CEO at Echo Investment S.A. resigned from the management board of Echo Polska Properties N.V. As a result, Echo Investment Group has significantly lost influence over the company. Subsequently, Echo Investment Group has changed valuation method of its holdings in EPP, from equity method to fair value method. The result of the revaluation of PLN 111,965,000 was recognized as revenue from financial assets revaluation.
On June 22, 207, Echo Investment Group sold 40 million EPP shares for EUR 49 million. Due to the earlier change in the shares valuation method, the Group recognized sale loss. As a result of the sale, Echo Investment Group's holdings in EPP N.V. fell to 7.19%.
In total, in the first half of 2017, the Group recorded PLN 88.4 million gain on EPP shares' operations.
At the end of the period, i.e. on June 30, 2017, as a result of the revaluation of the remaining EPP shares according to the market value, a share impairment of PLN 17,923,000 was recognized. The effects of the revaluation were recognized by other total revenue and presented as revaluation capital.
Because of the planned sale – not later than 12 months after the end of the period – the remaining package of EPP shares valued at PLN 275,444,000 was presented in the balance sheet as "financial assets marked for sale".
Condensed interim separate financial statements
| 30.06.2016 | |||
|---|---|---|---|
| 30.06.2017 | 31.12.2016 | – restated | |
| (non-audited) | |||
| 273 | 281 | 76 | |
| 1 | 4 507 | 5 031 | 5 511 |
| 2 | 2 212 | 5 648 | 6 685 |
| 3 | 2 365 508 | 2 328 625 | 960 706 |
| 22 | 160 | 1 901 606 | |
| 4 | 10 952 | 9 479 | – |
| 5 | 48 700 | 39 751 | 49 187 |
| 2 432 174 | 2 388 975 | 2 923 771 | |
| 6 | 370 931 | 350 637 | 325 293 |
| – | – | 80 | |
| 1 891 | – | – | |
| 100 458 | 135 688 | 82 612 | |
| 7 | 42 632 | 84 170 | 98 170 |
| 47 189 | 20 884 | 23 779 | |
| 18 800 | 21 542 | 1 362 870 | |
| 581 901 | 612 921 | 1 892 804 | |
| 8 000 | – | – | |
| 3 022 075 | 3 001 896 | 4 816 575 | |
| Note | (non-audited) | – restated |
| 31.12.2016 | 30.06.2016 | |||
|---|---|---|---|---|
| Note | 30.06.2017 | – restated | – restated | |
| EQUITY AND LIABILITIES | ||||
| Equity | ||||
| Share capital | 20 635 | 20 635 | 20 635 | |
| Supplementary capital | 839 055 | 1 045 400 | 1 445 400 | |
| Reserve capital | 319 579 | 49 213 | – | |
| Profit/(loss) brought forward | 2 165 | (5 157) | (5 157) | |
| Net profit | 38 343 | 277 688 | 245 337 | |
| 1 219 777 | 1 387 779 | 1 706 215 | ||
| Provisions | ||||
| Provisions for liabilities – short-term | 11 | 26 726 | 25 990 | 58 092 |
| 26 726 | 25 990 | 58 092 | ||
| Long-term liabilities | ||||
| Loans, borrowings and bonds | 8 | 406 301 | 675 163 | 579 495 |
| Security deposits and advance payments received | 8 | 684 | 935 | 1 113 |
| 406 985 | 676 098 | 580 608 | ||
| Short-term liabilities | ||||
| Loans, borrowings and bonds | 10 | 935 029 | 672 295 | 759 136 |
| – from subsidiaries: | 404 936 | 461 541 | 397 196 | |
| Liabilities due to current portion of income tax | 9 | 1 | 1 131 | 5 679 |
| Other tax liabilities | 9 | 1 995 | 2 279 | 2 044 |
| Trade liabilities | 9 | 28 363 | 74 666 | 38 320 |
| Security deposits and advance payments received | 9 | 113 016 | 66 114 | 53 412 |
| Other liabilities | 9 | 290 183 | 95 544 | 1 613 069 |
| 1 368 587 | 912 029 | 2 471 660 | ||
| TOTAL EQUITY AND LIABILITIES | 3 022 075 | 3 001 896 | 4 816 575 |
| Note | 01.01.2017– 30.06.2017 |
01.01.2016– 30.06.2016 |
01.04.2017– 30.06.2017 |
01.04.2016– 30.06.2016 |
|
|---|---|---|---|---|---|
| Revenue | 13 | 110 987 | 121 704 | 64 233 | 84 945 |
| Prime sales cost | (78 508) | (71 668) | (45 435) | (53 085) | |
| Gross profit on sales | 32 479 | 50 036 | 18 798 | 31 860 | |
| Profit / (loss) on investment property | (1 819) | 401 | (2 218) | 480 | |
| Administrative costs associated with project implementation | (5 049) | (3 617) | (3 234) | (44) | |
| Selling costs | (8 943) | (7 001) | (3 852) | (3 811) | |
| General administrative expenses | (37 362) | (27 874) | (24 589) | (18 991) | |
| Other operating revenue | 14 | 88 408 | 249 170 | 12 359 | 181 973 |
| Other operating expenses | (13 388) | (26 785) | (2 628) | (25 064) | |
| Profit before tax and financial revenue/expenses | 54 326 | 234 330 | (5 364) | 166 403 | |
| Financial revenue | 15 | 1 328 | 50 989 | (259) | 49 763 |
| Financial expenses | (26 261) | (31 420) | (12 509) | (11 662) | |
| Gross profit | 29 393 | 253 899 | (18 132) | 204 504 | |
| Income tax | 8 950 | (8 562) | 5 295 | (4 392) | |
| Net profit | 38 343 | 245 337 | (12 837) | 200 112 | |
| Net profit | 38 343 | 245 337 | |||
| Weighted average ordinary shares | 412 690 582 | 412 690 582 | |||
| Earnings per ordinary share (in PLN) | 0,09 | 0,59 | |||
| Weighted average diluted ordinary shares | 412 690 582 | 412 690 582 | |||
| Diluted earnings per ordinary share (in PLN) | 0,09 | 0,59 |
| Note | 01.01.2017– 30.06.2017 |
01.01.2016– 30.06.2016 |
|
|---|---|---|---|
| Net profit | 38 343 | 245 337 | |
| Other comprehensive income | – | – | |
| Other net comprehensive income | – | – | |
| Comprehensive income | 38 343 | 245 337 |
| Profit (loss) | |||||||
|---|---|---|---|---|---|---|---|
| Share | Supplementary | Reserve | brought | Current | Total | ||
| Note | capital | capital | capital | forward | year profit | equity | |
| As of 1 January 2017 | 20 635 | 1 045 400 | 49 213 | (5 157) | 277 688 | 1 387 779 | |
| Changes of accounting principles | – | – | 2 165 | – | 2 165 | ||
| As of 1 January 2017 | 20 635 | 1 045 400 | 49 213 | (2 992) | 277 688 | 1 389 944 | |
| Changes in the period | |||||||
| Appropriation of result brought forward | – | – | 270 366 | 5 157 | (277 688) | (2 165) | |
| Dividend paid | – | – | – | ||||
| Dividend approved for payment | (206 345) | – | (206 345) | ||||
| Net profit for the period | – | – | – | – | 38 343 | 38 343 | |
| Total changes | – | (206 345) | 270 366 | 5 157 | (239 345) | (170 167) | |
| As of 30 June 2017 | 20 635 | 839 055 | 319 579 | 2 165 | 38 343 | 1 219 777 | |
| As of 1 January 2016 | 20 635 | 105 926 | 555 763 | 2 953 433 | – | 3 635 757 | |
| Changes in the period | |||||||
| Appropriation of result brought forward | – | 939 474 | 400 000 | (783 711) | – | 555 763 | |
| Dividend paid | (840 520) | (2 174 879) | (3 015 399) | ||||
| Dividend approved for payment | (66 030) | – | (66 030) | ||||
| Net profit for the period | – | – | – | – | 277 688 | 277 688 | |
| Total changes | – | 939 474 | (506 550) | (2 958 590) | 277 688 | (2 247 978) | |
| As of 31 December 2016 | 20 635 | 1 045 400 | 49 213 | (5 157) | 277 688 | 1 387 779 | |
| As of 1 January 2016 | 20 635 | 105 926 | 555 763 | 2 953 433 | – | 3 635 757 | |
| Changes in the period | – | ||||||
| Appropriation of result brought forward | – | 1 339 474 | (555 763) | (783 711) | – | – | |
| Dividend paid | – | (590 147) | (590 147) | ||||
| Dividend approved for payment | – | (1 584 732) | (1 584 732) | ||||
| Net profit for the period | – | – | – | 245 337 | 245 337 | ||
| Total changes | – | 1 339 474 | (555 763) | (2 958 590) | 245 337 | (1 929 542) | |
| As of 30 June 2016 | 20 635 | 1 445 400 | – | (5 157) | 245 337 | 1 706 215 |
| 01.01.2017– | 01.01.2016– | |
|---|---|---|
| Note | 30.06.2017 | 30.06.2016 |
| Operating cash flow – indirect method | ||
| I. Gross profit | 29 393 | 253 899 |
| II. Adjustments | (59 763) | (226 119) |
| Depreciation/amortisation | 803 | 1 019 |
| Foreign exchange gains/(losses) | (346) | – |
| Interest and profit sharing (dividends) | (64 342) | (253 850) |
| Profit/(loss) on revaluation of assets and liabilities | 4 613 | 26 712 |
| Profit/loss on sale of PP&E and investment properties | (491) | – |
| III. Changes in working capital | 184 629 | (9 222) |
| Change in provisions | 757 | (20 597) |
| Change in inventory | (19 268) | (19 964) |
| Change in receivables | 35 232 | (4 456) |
| Change in short–term liabilities, except for loans and borrowings | 194 213 | 43 003 |
| Change in restricted cash | (26 305) | (7 208) |
| IV. Net cash generated from operating activities (I+II+III) | 154 259 | 18 558 |
| V. Income tax paid | (1 130) | (1 326) |
| VI. Net operating cash flow (IV+/–V) | 153 129 | 17 232 |
| Note | 01.01.2017– 30.06.2017 |
01.01.2016– 30.06.2016 |
|
|---|---|---|---|
| Cash flows from investing activities | |||
| I. Inflows | 258 507 | 2 261 911 | |
| Disposal of intangible assets and tangible fixed assets | 725 | 1 076 | |
| Sale of investments in property and intangible assets | – | – | |
| From financial assets, including: | 257 782 | 2 260 835 | |
| a) in related parties | 257 782 | 2 224 567 | |
| – sale of financial assets | 673 | 551 316 | |
| – dividends and profit sharing | 86 122 | 248 292 | |
| – repayment of borrowings granted | 170 745 | 253 436 | |
| – interest | 242 | 5 322 | |
| – redemption of certificates | – | 1 136 201 | |
| – other proceeds from financial assets | – | 30 000 | |
| b) in other parties | – | 36 268 | |
| – sale of financial assets | – | 36 268 | |
| Other investment inflows | – | – | |
| II. Outflows | (189 804) | (110 088) | |
| Purchase of intangible assets and PP&E | (399) | (344) | |
| Investments in real estate and intangible assets | (73) | – | |
| On financial assets, including: | (189 250) | (109 724) | |
| a) in related parties | (189 250) | (109 724) | |
| – sale of financial assets | (17 069) | (35 218) | |
| – borrowings granted | (172 181) | (74 506) | |
| b) in other parties | – | – | |
| – borrowings granted | – | – | |
| Other capital expenditures | (82) | (20) | |
| III. Net cash flow from investing activities | 68 703 | 2 151 823 |
| Note | 01.01.2017– 30.06.2017 |
01.01.2016– 30.06.2016 |
|
|---|---|---|---|
| Cash flow from financing activities | |||
| I. Inflows | 303 000 | 105 000 | |
| Net proceeds from issue of shares (interests) and other equity instruments and capital contributions |
– | – | |
| Loans and borrowings | 148 000 | 105 000 | |
| Issue of debt securities | 155 000 | – | |
| Other financial proceeds | – | – | |
| II. Outflows | (527 574) | (930 233) | |
| Purchase of equity shares (interests) | – | – | |
| Dividends and other payments to equity holders | (66 030) | (590 148) | |
| Expenditure due to distribution of profit, other than payments to equity holders | – | – | |
| Repayment of loans and borrowings | (258 450) | (129 082) | |
| Redemption of debt securities | (175 000) | (175 000) | |
| Due to other financial liabilities | – | – | |
| Payment of liabilities under finance lease agreements | – | – | |
| Interest | (25 569) | (36 003) | |
| Other financial expenditures | (2 525) | – | |
| Net cash flow from financing activities | (224 574) | (825 233) | |
| Total net cash flows | (2 742) | 1 343 822 | |
| Change in the balance of cash, including: | (2 742) | 1 343 822 | |
| – change in cash due to foreign exchange gains/losses | 346 | 1 927 | |
| Cash at the beginning of the period | 21 542 | 19 048 | |
| Cash at the end of the period | 18 800 | 1 362 870 |
The condensed interim financial statements of Echo Investment S.A. present the financial data for the period of 6 months ended 30 June 2017 and comparative data for the period of 6 months ended 30 June 2016 and comparative data for the period of 12 month ended 31 December 2016. The reporting currency of the financial statements and the functional currency of Echo Investment S.A. shall be Polish zloty ('PLN'). Unless noted otherwise, all financial data in the financial statements of the Company are presented in thousands of PLN.
The statements have been prepared in accordance with IAS 34 'Interim Financial Reporting' adopted in the European Union. The financial statements have been developed on the historical cost basis, save for investment properties measured at fair value. In order to fully understand the financial position and results of the Company, as the parent company Echo Investment Group, these financial statements should be read in conjunction with the full consolidated financial statements drawn up for the period of 12 months ending 31 December 2016. These consolidated financial statements are available at the Company's registered office, in Kielce al. Solidarności 36 or on the website www.echo.com.pl. The financial statements have been developed on the assumption of going concern in the foreseeable future, bearing in mind the fact that there are no circumstances implying a threat to going concern.
The Management Board of the Company has used its best judgement regarding the application of standards and interpretations, as well as the methods and principles of measurement of individual items of these statutory financial statements.
While preparing these statements, the Company applied new standards, amendments to standards and interpretations issued by the IFRS Committee applicable to the Company for the reporting period beginning on 01 January 2017. The applied changes had no material impact on the presentation of data and measurement in the financial statements. The list of new standards, amendments to standards and interpretations issued by the IFRS Committee, applied to this separate financial statement has been published in paragraph 2 of Condensed interim consolidated financial statements. The list of standards and interpretations issued by the IFRS Committee, which are not effective yet and have not been adopted by the Company has been published in paragraph 3 of Condensed interim consolidated financial statements.
See the list of new standards, amendments to standards and interpretations issued by the IFRS Committee on page 65.
See the list of standards and interpretations issued by the IFRS Committee, which are not effective yet and have not been adopted by the Company on page 66.
In the period of 6 months of 2017 the Company made presentation changes in its profit and loss account. These changes result from the application of an updated methodology of allocating costs related to development projects that have so far been allocated to administration costs and sales costs. As a result of the above alteration, the changes were presented in these separate financial statements.
Major changes of comparable data as at 31.12.2016.:
| restated data | approved data | change | |
|---|---|---|---|
| Assets | |||
| Deferred tax assets | 39 751 | 40 259 | (508) |
| Inventory | 350 637 | 347 964 | 2 673 |
| Liability | |||
| Net profit (loss) | 277 688 | 275 523 | 2 165 |
Major changes of comparable data as at 30.06.2016.:
| restated data | approved data | change | |
|---|---|---|---|
| Assets | |||
| Deferred tax assets | 49 187 | 49 442 | (255) |
| Inventory | 325 293 | 323 953 | 1 340 |
| Liability | |||
| Net profit | 245 337 | 244 251 | 1 086 |
| restated data | approved data | change | |
|---|---|---|---|
| Prime cost of sale | (71 668) | (65 817) | (5 851) |
| Administrative costs associated with project implementation | (3 617) | – | (3 617) |
| Sales costs | (7 001) | (13 046) | 6 045 |
| General and administrative expenses | (27 874) | (32 637) | 4 763 |
| Profit before tax and financial revenue/expenses | 234 330 | 232 990 | 1 340 |
| Gross profit | 253 899 | 252 559 | 1 340 |
| Income tax | (8 562) | (8 308) | (254) |
| Net profit | 245 337 | 244 251 | 1 086 |
The financial result is determined by the calculation method.
The revenue from the sale of goods and products is recognized at fair value received or payable, minus rebates, discounts and sales taxes related to the sales, and it is recognized at the time the goods and products are delivered and the risks and benefits resulting from ownership of the goods and products are transferred to the buyer as well as when the amount of revenue can be measured reliably. In particular, the revenue from sales of residential and commercial properties is recognized in accordance with IAS 18 and IFRIC 15 at the time of transfer of ownership of such units after the completion of the facility and obtaining an occupancy permit for the units. The revenue from the rental of residential and commercial space is recognized on a linear basis over the contract period. The revenue from legal, consulting, IT, financial, marketing, assurance and other sales services are recognized in the period in which the services are provided.
Costs of goods, products and services sold consist of costs incurred in respect of revenues of a given financial year and overheads not yet incurred. This item also includes costs that are directly related to revenue from related entities on account of services provided (including investment services, construction and engineering consultancy).
The cost of goods and products sold is measured at the production cost, using the method of detailed identification of the actual cost of assets sold or the percentage share e.g. of the land or shares sold, etc. In particular, the cost of sales of premises and land sold is determined proportionally to their share in the total cost of construction of the facility and the entire land constituting a given project. The detailed identification of the costs associated with employees' salaries as part of the cost of sales, is made on the basis of the employee's working time records, broken down into the individual projects developed.
Project-related administrative costs include the administrative costs which are indirectly related to the execution of development projects such as: perpetual usufruct fees, real property taxes, operating fees, property protection, administrative staff's remuneration, employee maintenance costs in the portion attributable to the project, and other stock maintenance related costs.
These costs, despite their indirect connection with development projects, are not capitalized in the value of stock / investment property because:
Financial costs related to the current period are recognized in the profit and loss account, except for costs subject to activation in accordance with the solution included in IAS 23. The Company activates the part of financial expenses which is directly related to the acquisition and production of financial assets requiring a longer preparation period for their intended use or sale, recognized as stock and projects commenced. The activation concerns the amount of financial expenses determined using an effective interest rate minus net cash receipts (i.e. interest on bank deposits, except for deposits resulting from blockades or accreditation agreements) in the case of targeted financing incurred for a given construction project. General financing costs subject to capitalization are determined using the capitalization rate with respect to the expenditure incurred for a given element of assets.
Inventory includes: semi-finished products, products in progress and finished products as well as commodities. Owing to the specific nature of the activity, land or perpetual usufruct of land are classified as production in progress – if the land is to be developed for further resale, or as commodities – if the land is for sale. Production in progress also covers the expenditure associated with the implementation of projects for sale, such as the expenditure on:
Detailed identification of costs related to employee salaries, which is included in the cost of goods sold, is made on the basis of the employee's record files, broken down into individual projects.
Finished products mainly include residential and service units completed and sold on the basis of final contracts. The stock of tangible current assets is measured at the cost of acquisition of land property and the cost of development product manufacture, increased by the activated financial costs incurred but no higher than their net realizable value. This value is derived from information from the active market. Reversal of inventory write-offs takes place in connection with the sale of the stock or an increase in the net sales price. The reversal of inventory write-offs takes place in connection with stock sales or an increase in its net sales price. The amount of stock write-offs recognized as a cost in the period and the reversals of write-offs decreasing the value of stock recognized in the period as a decrease of cost are recorded in the 'cost of goods sold' item. Stock disposals are accounted for using the method of detailed identification of their purchase prices and production costs.
According to the Echo Investment Groups strategy for building shopping centres, office buildings and selected residential buildings through a separate subsidiary, a large portion of Echo Investments transactions is concluded with related parties.
| Date of | |||
|---|---|---|---|
| Subject of the contract – obligation of Echo Investment S.A. | agreement | Contractor – investor | Value |
| Comprehensive investment management and consulting services in all matters related to the construction of West Link office building in Wrocław |
1.07.2016 | West Gate II – Projekt Echo – 114 Sp. z o. o. Sp. K. |
1 090 |
| Comprehensive investment management and consulting services in all matters related to the construction of the office complex phase II in Wrocław |
1.04.2016 | Sagittarius – Projekt Echo – 113 Sp. zo.o. Sp. K. |
1 996 |
| Comprehensive investment management and consulting services in all matters related to the construction of Q22 office building in Warsaw |
1.07.2013 | Q22 PE – 128 Sp. z o.o. Sp. K. |
1 013 |
| Comprehensive investment management and consulting services in all matters related to the construction of Galeria Libero shopping centre in Katowice |
1.07.2016 | Galeria Libero – Projekt Echo – 120 Sp. z o.o. Sp. K. |
3 598 |
| Fit out works of office building in Katowice | 6.05.2016 | Projekt Echo – 135 Sp. K. | 10 145 |
| Fit out works of office building in Łódź | 1.06.2016 | Symetris – Projekt Echo – 131 Sp. z o.o. – Sp. K. |
1 635 |
| Comprehensive investment management and consulting services in all matters related to the construction of O3 Business Campus II office building in Krakow |
1.04.2016 | Echo – Opolska Biznes Park Sp. z o.o. SKA |
1 796 |
| Comprehensive investment management and consulting services in all matters related to the construction of O3 Business Campus III office building in Krakow |
1.11.2016 | Echo – Opolska Biznes Park Sp. z o.o. SKA |
1 688 |
| Development management agreement – comprehensive investment management and consulting services in all matters related to the construction of shopping centre in Warsaw |
15.09.2016 | Projekt Echo – 138 Sp. z o.o. Sp.K. | 5 101 |
Transactions listed above concern subsidiaries.
| Sales | Purchase | Receivables | liabilities | ||
|---|---|---|---|---|---|
| Subsidiaries | 58 870 | – | 27 842 | 5 699 | |
| Management of the Company | 3 | – | – | – | |
| Total | 58 870 | – | 27 842 | 5 699 |
| Sales | Purchase | Receivables | liabilities | ||
|---|---|---|---|---|---|
| Subsidiaries | 72 540 | – | 37 629 | 3 451 | |
| Management of the Company | 1 | – | – | – | |
| Total | 72 541 | – | 37 629 | 3 451 |
To prepare the financial statements, the Company's Management Board had to make certain estimates and assumptions, which are reflected in the statements. The actual results may differ from the estimates. Main areas where the Management Board's estimates materially affect the financial statements:
When estimating the write-down on inventory held by the Company as of the balance sheet date, information from the active market regarding the expected sales prices and current market trends as well as information from preliminary sales agreements concluded by the Company is analysed.
Assumptions used when calculating the write-down mainly relate to market prices of property applicable in a given market segment. According to the Management Board, a change of these assumptions would not materially affect the value of the inventory write-down as of the balance sheet date because the adopted assumptions and information on the value of the write-down were largely based on the concluded sales agreements. In the case of land recognised under inventory, the value of the write-downs results from the usefulness of land for the Company's current and prospective business estimated by the Management Board.
An impairment test is conducted when there are indications that the carrying value of an investment will not be recovered. The assessment of the impairment of interests in subsidiaries, jointly-controlled and associated companies is based on an analysis of the fair value of assets and liabilities held by the companies and the expected prospective cash flows from the operations of such companies. In the course of the assessment, the Company also evaluates the duration and extent to which the current value of the shares is lower than its purchase price and a company's perspectives and plans for its investment developments. All material impairment of the fair value of assets in subsidiaries have been regarded to be long-term by the Management Board and have resulted in impairment losses on interests in subsidiaries. In particular, for material subsidiaries which, as at 30 June 2017, did not run any material operating activity, the value of the recognised write-downs corresponds to the total difference between the net value of the subsidiary's assets and the purchase price of the interests.
| Value calculated for the purpose of analysis | ||||
|---|---|---|---|---|
| as at 30.06.2017 | as at 30.12.2016 | as at 31.06.2016 | ||
| Interests, shares and funds held | 2 365 508 | 2 328 625 | 2 344 779 | |
| Financial revenues / expenses from the measurement of interests, shares and funds | 56 178 | (4 420) | 20 687 | |
| Estimated percentage change in the value of interests, shares and funds | +/- 1 p.p. | +/- 1 p.p. | +/- 1 p.p. | |
| Estimated financial revenues /expenses from a potential change in the value of inter ests, shares and funds |
23 655 | 23 286 | 23 448 | |
| TOTAL effect on the gross result for the period | 23 655 | 23 286 | 23 448 | |
| Income tax | 4 494 | 4 424 | 4 455 | |
| TOTAL effect on the net result for the period | 19 161 | 18 862 | 18 993 |
When calculating the impairment of interests, shares and funds held in subsidiaries, associates and jointly controlled entities, the Company refers to the net value of the these companies' assets and takes into consideration the cash flow generated by investment properties held by these companies.
The Company's Management Board is obliged to assess the probability of the realisation of deferred income tax assets. When preparing the financial statements, the Company estimates the value of the deferred income tax provision and asset based on, among other things, the value of prospective income tax burden. The process involves analysing current income tax burden and the value of temporary differences from different treatment of transactions in terms of fiscal and accounting aspects, resulting in the creation of deferred income tax assets and provisions.
A number of assumptions are adopted for determining the value of deferred income tax assets and provisions in the assessment process described above. The above estimates take account of fiscal forecasts, historic tax burden, currently available strategies for planning the Company's operating activity and timelines for realising the individual temporary differences. Since the above estimates may change due to external factors, the Company may periodically adjust the deferred income tax assets and provisions, which in turn may affect the Company's financial standing and performance.
The regulations concerning the tax on goods and services, corporation tax and social security charges are subject to frequent changes. These frequent changes lead to the absence of relevant benchmarks, inconsistent interpretations and a few established precedents that might be applicable. Existing regulations also contain ambiguities that cause differences in opinions as to the legal interpretation of the tax legislation, between state authorities as well as state bodies and businesses. Tax settlements and other areas of activity (for example customs or foreign exchange) may be subject to inspection by the authorities that are entitled to impose high penalties and fines as well as any additional tax liability resulting from checks must be paid with a high interest. These conditions make the tax risk in Poland higher than in the countries with more mature tax systems.
Consequently, the amounts presented and disclosed in the financial statements may change in the future as a result of the final decision of the tax auditing authority.
On 15 July 2016 changes were introduced to the Tax Code in order to reflect the provisions of the General Anti-Avoidance Rule (GAAR). GAAR is designed to prevent the creation and use of artificial legal structures developed in order to avoid paying taxes in Poland. GAAR defines tax evasion as an act primarily for the purpose of obtaining a tax advantage, contradictory in given circumstances to the subject matter and purpose of the provisions of the tax law. According to GAAR, an operation like that does not result in a tax advantage if the mode of operation was artificial. Any occurrence of:
may be treated as a premise of the existence of artificial operations subject to GAAR regulations. The new regulations will require much greater judgment when assessing tax consequences of individual transactions. The GAAR clause should apply to transactions closed after it enters into force and to transactions that were closed before the GAAR clause entered into force, for which advantages were or still are being achieved after the date of the clause's entry into force. The implementation of the above provisions will allow Polish tax authorities to question the legal arrangements and agreements such as restructuring and reorganization of the group.
Value of rental income covering costs (Master Lease) is estimate based on information from lease agreement concluded, for non-leased area; and based on expected dates of space delivery, estimations on rental rates and rent free periods.
On this base following is estimated:
Estimation concerns period of expected Master Lease.
Basic rent, as the operating fees are calculated in the same way, except the fact, that rent free period does not concerns operating fees.
Profit share is calculated as given percentage of profit identified in the agreement with third party, including costs, Master Lease costs included.
Profit after tax is used for profit share calculation.
| 30.06.2017 | 31.12.2016 | 30.06.2016 | |
|---|---|---|---|
| PP&E, including: | 4 414 | 4 892 | 5 511 |
| – land | 160 | 160 | 97 |
| – buildings, premises, civil and water engineering structures | 2 256 | 2 297 | 2 104 |
| – plant and machinery | 123 | 120 | 181 |
| – means of transport | 1 281 | 1 877 | 2 491 |
| – other PP&E | 594 | 438 | 638 |
| PP&E under construction | 93 | 139 | – |
| Total | 4 507 | 5 031 | 5 511 |
The Company has not written down any of the impaired fixed assets during the period included in this financial statement.
The Company has no security established on fixed assets.
| 01.01.2017– 30.06.2017 |
01.01.2016– 31.12.2016 |
01.01.2016– 30.06.2016 |
|
|---|---|---|---|
| Value of property investments at the beginning of the period | 5 648 | 6 285 | 6 285 |
| Increases | – | 2 765 | 400 |
| – due to inventory taking | – | – | – |
| – due to revaluation of property | – | 2 765 | 400 |
| Decreases | (3 436) | (3 402) | – |
| due to sale | – | (3 402) | – |
| – due to transfer to assets held for sale | (1 670) | – | |
| – due to revaluation of property | (1 766) | – | – |
| Value of property investments at the end of the period | 2 212 | 5 648 | 6 685 |
The Company recognises investment properties according to the purchasing price/ production cost. After the initial recognition, the Company assesses its properties according to their fair value at the end of each calendar quarter of a year.
Profit / valuation loss is presented as 'Profit/ Loss on Investment Property' in the profit and loss account.
As at 30 June 2017 the Company owned an investment property located in Poland. The evaluations of investment property were made in EUR and recalculated into PLN according to the average currency exchange rate of the National Bank of Poland on the balance date. The evaluation was prepared in EUR due to the fact that the majority of leases are based on rent rates denominated in EUR.
The Company has no securities established on investment properties. The Company has no contractual liabilities as at 30 June 2017.
| 30.06.2017 | 31.12.2016 | 30.06.2016 | |
|---|---|---|---|
| Investments in subsidiaries, jointly controlled entities and associates | |||
| – in subsidiaries | 2 365 508 | 2 328 625 | 505 893 |
| – in jointly controlled entities | – | – | – |
| – in associates | – | – | 454 813 |
| Total | 2 365 508 | 2 328 625 | 960 706 |
The Company has a share in the financial result of affiliated entities equal to the general number of votes in the General Meeting of Shareholders.
CHANGES IN INTERESTS AND SHARES [PLN '000]
| 01.01.2017– 30.06.2017 |
01.01.2016– 31.12.2016 |
01.01.2016– 30.06.2016 |
|
|---|---|---|---|
| Balance at the beginning of the period, including: | 2 328 625 | 464 167 | 464 167 |
| – shares and interests | 2 328 625 | 464 167 | 464 167 |
| Increases | 93 763 | 3 058 040 | 1 230 156 |
| – purchase of interests | 36 349 | 2 088 862 | 240 040 |
| – increase in capital | 1 236 | 969 178 | 969 172 |
| – reversal of write–down on assets | 56 178 | – | 20 944 |
| Decreases | (56 880) | (1 193 582) | (733 617) |
| – sale of interests | (56 880) | (1 168 162) | (733 360) |
| – capital decrease | – | (21 000) | – |
| – write–down on assets | – | (4 420) | (257) |
| Balance at the end of the period, including: | 2 365 508 | 2 328 625 | 960 706 |
| – shares and interests | 2 365 508 | 2 328 625 | 960 706 |
In H1 2017 the Company purchased shares in the following companies, among others:
IN H1 2017 the Company sold shares in the following companies:
ҽ City Space SPV 1 Sp. z o.o. amounting to PLN 37,000,
ҽ Echo Innovations-PE-99 Sp. z o.o. Sp.K. amounting to PLN 52,000,
In H1 2017 the Company paid up and increased its capital in its subsidiaries:
| 30.06.2017 | 31.12.2016 | 30.06.2016 | |
|---|---|---|---|
| In subsidiaries | – | – | – |
| In other parties | 10 952 | 9 479 | – |
| Total | 10 952 | 9 479 | – |
| Borrower | Value | Interests | Redemption date | |
|---|---|---|---|---|
| Outlet Park – Projekt Echo – 126 Sp. z o.o.-Sp.K. | 10 687 | WIBOR 3M + margin | 31.05.2023 | |
| Total | 10 687 |
Maximum value of credit risk related to loans equals its balance value. The loans granted are not secured. The loans granted are not in default and have not lost their value.
| Borrower | Value | Interests | Redemption date | |
|---|---|---|---|---|
| Outlet Park – Projekt Echo – 126 Sp. z o.o.-Sp.K. | 9 400 | WIBOR 3M + margin | 31.05.2023 | |
| Total | 9 400 |
| 01.01.2017– 30.06.2017 |
01.01.2016– 31.12.2016 |
01.01.2016– 30.06.2016 |
|
|---|---|---|---|
| Opening balance | 39 751 | 46 731 | 46 731 |
| financial instruments | (17) | 8 | 8 |
| investment properties | 178 | 703 | 703 |
| Receivables and liabilities on borrowings | (799) | (1 504) | (1 504) |
| liabilities on loan and bonds | 332 | (628) | (628) |
| Tax loss | 988 | 2 047 | 2 047 |
| Inventory | 6 840 | 10 365 | 10 365 |
| Interests and shares | 35 074 | 34 234 | 34 234 |
| Other | (2 845) | 1 506 | 1 506 |
| Increase: | 21 098 | 2 505 | 4 041 |
| financial instruments | 16 | – | 11 |
| investment properties | 877 | – | – |
| Receivables and liabilities on borrowings | – | 705 | 271 |
| liabilities on loan and bonds | 686 | 960 | 1 959 |
| Tax loss | 18 664 | – | – |
| Inventory | – | – | – |
| Interests and shares | – | 840 | 740 |
| Other | 855 | – | 1060 |
| Decrease: | (12 149) | (9 485) | (1 585) |
| financial instruments | – | (25) | – |
| investment properties | – | (525) | (76) |
| Receivables and liabilities on borrowings | (170) | – | – |
| liabilities on loan and bonds | – | – | – |
| Tax loss | – | (1 059) | (1 059) |
| Inventory | (1 305) | (3 525) | (450) |
| Interests and shares | (10 674) | – | – |
| Other | – | (4 351) | – |
| Closing balance as at the end of the period | 48 700 | 39 751 | 49 187 |
| financial instruments | (1) | (17) | 19 |
| investment properties | 1 055 | 178 | 627 |
| Receivables and liabilities on borrowings | (969) | (799) | (1 233) |
| liabilities on loan and bonds | 1 018 | 332 | 1 331 |
| Tax loss | 19 652 | 988 | 988 |
| Inventory | 5 535 | 6 840 | 9 915 |
| Interests and shares | 24 400 | 35 074 | 34 974 |
| Other | (1 990) | (2 845) | 2 566 |
| 30.06.2017 | 31.12.2016 | 30.06.2016 | |
|---|---|---|---|
| Semi-finished products and work-in-progress | 310 265 | 267 275 | 191 556 |
| Finished products | 47 132 | 60 197 | 112 202 |
| Goods | 13 534 | 23 165 | 21 535 |
| Total | 370 931 | 350 637 | 325 293 |
Inventories are valued no higher than their net realizable value. This value is derived from the information from the active market. Reversal of inventory write-downs results from inventory sales or an increase in their net sales price. The amounts of inventory write-downs recognized as a cost in the period and the amounts of reversals of inventory write-downs recognized as an income in the period, are included in the 'Cost of Sales' item in the profit and loss account.
The 'Finished Products' item included completed housing units earmarked for sale. The 'Semi-finished Goods and Work in Progress' item mostly includes properties held by the Company as well as expenditure on residential project under preparation or under construction. The 'Goods' item includes the land earmarked for sale.
| 30.06.2017 | 31.12.2016 | 30.06.2016 | |
|---|---|---|---|
| Inventory write-offs recognised as cost in the period | – | (1 289) | (105) |
| Reversed write-downs on inventory recognised as revenue in the period | 6 488 | 17 040 | 249 |
| Movement in write-down on inventory | 6 488 | 15 751 | 144 |
Inventory write-downs and their reversal concern the residential projects and their purpose is to write down the value to the realizable price. The value of inventory recognised as an income/ cost is included in the 'Cost of Sales' item in the profit and loss account.
Changes in the write-downs to inventory in H1 2017 concern the residential projects of Okopowa in Łódź, Las Młociński in Warsaw and the Kirkor building in Warsaw, among others.
As at 30 June 2017 the change of an inventory write-down amounted to PLN 6,488,000. As at 31 December 2016 it amounted to (PLN 15,751,000), and as at 30 June 2016 r. – (PLN 144,000).
| 30.06.2017 | 31.12.2016 | 30.06.2016 | ||
|---|---|---|---|---|
| In subsidiaries | ||||
| Borrowings granted | 37 799 | 73 272 | 85 560 | |
| Interests | 4 823 | 10 898 | 12 275 | |
| 42 622 | 84 170 | 97 835 | ||
| In other parties | ||||
| Borrowings granted | – | – | 334 | |
| Interests | 10 | – | 1 | |
| 10 | – | 335 | ||
| Total | 42 632 | 84 170 | 98 170 |
Note 7A includes short-term loans with interest.
| 30.06.2017 | 31.12.2016 | 30.06.2016 | |
|---|---|---|---|
| In Polish currency | 42 091 | 82 255 | 97 397 |
| In other currency, converted to PLN | 541 | 1 915 | 773 |
| Total | 42 632 | 84 170 | 98 170 |
Note 7B includes short-term loans with interest.
| Borrower | Value | Interests | Redemption date |
|---|---|---|---|
| Echo Investment Hungary Ingatlanhasznosito KFT | 31 821 | WIBOR 3M + margin | 31.12.2017 |
| Echo – Project-Management Ingatlanhasznosito KFT | 778 | WIBOR 3M + margin | 31.12.2017 |
| GP Development Sarl | 189 | WIBOR 3M + margin | 31.12.2017 |
| GP Office Sarl | 167 | WIBOR 3M + margin | 31.12.2017 |
| GP Retail Sarl | 167 | WIBOR 3M + margin | 31.12.2017 |
| Barconsel Holdings Limited | 100 | WIBOR 3M + margin | 30.06.2017 |
| City Space – SPV 3 Sp. z o.o. | 498 | WIBOR 3M + margin | 30.09.2017 |
| City Space – SPV 2 Sp. z o.o. | 4 050 | WIBOR 3M + margin | 30.09.2017 |
| City Space Management Sp. z o.o. | 29 | WIBOR 3M + margin | 30.09.2017 |
| Total | 37 799 |
Maximum value of credit risk related to loans equals their balance value.
The loans granted are not secured. The loans granted are not in default and have not lost their value. The loans were granted to entities with good financial standing.
| Borrower | Value | Interests | Redemption date | |
|---|---|---|---|---|
| Echo Investment Hungary Ingatlanhasznosito KFT | 31 405 | WIBOR 3M + margin | 31.12.2017 | |
| Echo Prime Assets BV | 830 | WIBOR 3M + margin | 31.12.2018 | |
| Echo – Project-Management Ingatlanhasznosito KFT | 778 | WIBOR 3M + margin | 31.12.2019 | |
| EI Project Cyp-1 Limited | 50 719 | WIBOR 3M + margin | 31.12.2020 | |
| GP Development Sarl | 167 | WIBOR 3M + margin | 31.12.2021 | |
| GP Office Sarl | 167 | WIBOR 3M + margin | 31.12.2022 | |
| GP Retail Sarl | 167 | WIBOR 3M + margin | 31.12.2023 | |
| Barconsel Holdings Limited | 100 | WIBOR 3M + margin | 30.06.2017 | |
| Cogl II Poland Limited Sp. z o.o. | 498 | WIBOR 3M + margin | 30.09.2017 | |
| Cogl Poland Limited Sp. z o.o. | 4 051 | WIBOR 3M + margin | 30.09.2018 | |
| Compass Offices Management Poland Limited Sp. z o.o. | 29 | WIBOR 3M + margin | 30.09.2019 | |
| Total | 88 911 |
| Borrower | Value | Interests | Redemption date | |
|---|---|---|---|---|
| Barconsel Holdings Limited | 100 | WIBOR 3M + margin | 30.06.2016 | |
| Dellia Investments – Projekt Echo – 115 Sp. z o.o.-Sp.K. | 10 153 | WIBOR 3M + margin | 30.06.2017 | |
| Echo – Opolska Business Park Sp. z o.o.-S.K. | 29 294 | WIBOR 3M + margin | 31.12.2016 | |
| Echo Investment Hungary Ingatlanhasznosito KFT | 30 966 | WIBOR 3M + margin | 31.12.2017 | |
| Echo – Project-Management Ingatlanhasznosito KFT | 778 | WIBOR 3M + margin | 31.12.2018 | |
| Projekt Beethovena Projekt Echo – 122 Sp. z o.o.-S.K.A. | 3 700 | WIBOR 3M + margin | 31.12.2019 | |
| EI Project Cyp-1 Limited | 50 430 | WIBOR 3M + margin | 31.12.2020 | |
| Projekt 20 – Grupa Echo Sp. z o.o.-S.K.A. | 5 000 | WIBOR 3M + margin | 30.06.2017 | |
| GP Development Sarl | 167 | WIBOR 3M + margin | 31.12.2016 | |
| GP Office Sarl | 167 | WIBOR 3M + margin | 31.12.2017 | |
| GP Retail Sarl | 167 | WIBOR 3M + margin | 31.12.2018 | |
| Q22 – Projekt Echo – 128 Sp. z o.o.- Sp.K. | 1 190 | WIBOR 3M + margin | 30.06.2017 | |
| Total | 132 112 |
| 30.06.2017 | 31.12.2016 | 30.06.2016 | |
|---|---|---|---|
| To subsidiaries | – | – | |
| To other entities | |||
| Advanced payments granted | – | – | – |
| Commission granted | 684 | 935 | 1 113 |
| Loan | – | – | – |
| Due to security issue | 406 301 | 675 163 | 579 495 |
| Total | 406 985 | 676 098 | 580 608 |
According to the best information and data of the Company, there were no breaches of the terms of loan agreements or the agreed levels of collateral during the financial year and until the date of signing the financial statements.
| 30.06.2017 | 31.12.2016 | 30.06.2016 | |
|---|---|---|---|
| Over 1 to 3 years | 163 851 | 580 963 | 417 536 |
| Over 3 to 5 years | 242 850 | 94 962 | 162 707 |
| Over 5 years | 284 | 173 | 365 |
| Total | 406 985 | 676 098 | 580 608 |
| Interest rates used to discount the expected cash flows | 5,34% | 5,12% | 5,13% |
Long-term liabilities at nominal value are presented in note 8E.
| 30.06.2017 | 31.12.2016 | 30.06.2016 | |
|---|---|---|---|
| in the Polish currency | 406 985 | 676 098 | 580 608 |
| In foreign currency, converted to PLN | – | – | – |
| Total | 406 985 | 676 098 | 580 608 |
Financial liabilities related to debt financial instruments are measured at amortised cost in accordance with IAS 39. Fair value of long-term liabilities does not differ significantly from their balance value.
According to the best information and data of the Company, there were no breaches of the terms of loan agreements or the agreed levels of collateral during the financial year and until the date of signing the financial statements.
| Bank | Registered office |
Contractual amount of loan/ borrowing |
Outstanding loan/borrowing amount |
Interest rate Repayment deadline | Security | |
|---|---|---|---|---|---|---|
| PKO BP S.A. | Warsaw | 75 000 | 70 000 WIBOR 1M + margin | 19.08.18 | Authorisation to bank account, statement on submission to enforce ment proceedings |
|
| Alior Bank S.A. | Warsaw | 50 000 | – WIBOR 3M + margin | 30.01.18 | Authorisation to bank account, statement on submission to enforce ment proceedings |
|
| BZ WBK S.A.* | Wrocław | 75 000 | WIBOR 1M + margin | 30.07.18 | Authorisation to bank account, statement on submission to enforce ment proceedings |
|
| Raiffeisen Bank Polska S.A |
Wrocław | 62 000 | 121 WIBOR 1M + margin | 14.12.18 | Authorisation to bank account, statement on submission to enforce ment proceedings |
|
| Total | 262 000 | 70 121 |
* As at 30 June 2017 the available credit line is PLN 10.2 mln. The remaining amount of the credit line is blocked as collateral of the guarantee provided by BZ WBK in connection with the sale of the Q22 project.
The loan value equals the non-discounted cash flow.
| Bank | Registered office |
Contractual amount of loan/ borrowing |
Outstanding loan/borrowing amount |
Interest rate Repayment deadline | Security | |
|---|---|---|---|---|---|---|
| PKO BP S.A. | Warsaw | 75 000 | – WIBOR 1M + margin | 19.08.17 | Authorisation to bank account, statement on submission to enforce ment proceedings |
|
| Alior Bank S.A. | Warsaw | 50 000 | – WIBOR 3M + margin | 30.01.17 | Authorisation to bank account, statement on submission to enforce ment proceedings |
|
| BZ WBK S.A. | Wrocław | 75 000 | – WIBOR 1M + margin | 30.07.18 | Authorisation to bank account, statement on submission to enforce ment proceedings |
|
| Total | 200 000 | – |
| Registered | Contractual amount of loan/ |
Outstanding loan/borrowing |
||||
|---|---|---|---|---|---|---|
| Bank | office | borrowing | amount | Interest rate Repayment deadline | Security | |
| PKO BP S.A. | Warsaw | 75 000 | 75 000 WIBOR 1M + margin | 19.08.17 | Authorisation to bank account, statement on submission to enforce ment proceedings |
|
| Alior Bank S.A. | Warsaw | 30 000 | 30 000 WIBOR 3M + margin | 30.01.17 | Authorisation to bank account, statement on submission to enforce ment proceedings |
|
| BZ WBK S.A. | Wrocław | 75 000 | WIBOR 1M + margin | 30.07.16 | Authorisation to bank account, statement on submission to enforce ment proceedings |
|
| Total | 180 000 | 105 000 |
| Financial instrument | Nominal value | Interest rate | Maturity | Guarantees / securities |
Quotation market |
|---|---|---|---|---|---|
| Non-public bond (mBank S.A.) | 230 000 | WIBOR 6M + margin | 23.04.2018 | brak | Catalyst |
| Non-public bond (mBank S.A.) | 80 000 | WIBOR 6M + margin | 19.06.2018 | brak | Catalyst |
| Non-public bond (mBank S.A.) | 100 000 | WIBOR 6M + margin | 19.02.2019 | brak | Catalyst |
| Non-public bond (mBank S.A.) | 70 500 | WIBOR 6M + margin | 15.05.2019 | brak | Catalyst |
| Non-public bond (mBank S.A.) | 100 000 | WIBOR 6M + margin | 18.11.2020 | brak | Catalyst |
| Non-public bond (mBank S.A.) | 155 000 | WIBOR 6M + margin | 31.03.2021 | brak | Catalyst |
| Non-public bond | 735 500 | ||||
| Public bond DM PKO BP, series C | 75 000 | WIBOR 6M + margin | 4.03.2018 | brak | Catalyst |
| Public bond DM PKO BP, series D | 50 000 | WIBOR 6M + margin | 20.04.2018 | brak | Catalyst |
| Public bond | 125 000 | ||||
| Total | 860 500 |
The bond value equals the non-discounted cash flow, not including the interest rates.
Changes in business and economic conditions did not have a great impact on the fair value of the financial liabilities.
On 28 April 2017 the Company purchased bonds with a value amounting to PLN 175 mln.
On 31 March 2017 the Company issued coupon bonds with a total nominal value of PLN 155 mln. The nominal value of one bond amounts to PLN 10,000. The bonds were issued for the period ending on 31 March 2021. The ISIN code of the bonds is PLECHPS00225. The bond interest was based on the floating WIBOR 6M rate plus a margin. The interest will be paid every six months. On redemption day the bonds will be redeemed at their nominal value. The issued bonds are not secured.
On June 8, 2017, the Company launched a public offering of E series bonds in the amount of up to PLN 100 million. On July 6, 2017, the bonds were registered with the Central Depository for Securities in Poland (KDPW); on July 20, 2017, the management board of the Warsaw Stock Exchange admitted the bonds to public trading. On July 28, 2017, the bonds debuted on the Catalyst market.
| 30.06.2017 | 31.12.2016 | 30.06.2016 | |
|---|---|---|---|
| Trade liabilities to subsidiaries maturing: | 5 700 | 5 240 | 3 451 |
| within 12 months | 5 700 | 5 240 | 3 451 |
| above 12 months | – | – | – |
| Trade liabilities to other entities maturing: | 22 663 | 69 426 | 34 869 |
| within 12 months | 22 663 | 69 426 | 34 869 |
| above 12 months | – | – | – |
| Total current liabilities | 28 363 | 74 666 | 38 320 |
| Advances received | 106 272 | 58 883 | 47 757 |
| Security deposits received | 6 744 | 7 231 | 5 655 |
| Total security deposits and advances received | 113 016 | 66 114 | 53 412 |
| Due to taxes, customs duties, insurance and other payments | 1 996 | 3 410 | 7 723 |
| Total taxes | 1 996 | 3 410 | 7 723 |
| Other liabilities | 290 183 | 95 544 | 1 613 070 |
| – due to remunerations | 3 | 10 | 8 |
| – other (due to) | 290 180 | 95 534 | 1 613 062 |
| – dividend | 206 345 | 66 030 | 1 584 732 |
| Cash on escrow accounts | 47 189 | 21 215 | 23 779 |
| Purchase of interests | 24 169 | – | – |
| – Other | 12 477 | 8 289 | 4 551 |
| Total other current liabilities | 290 183 | 95 544 | 1 613 070 |
| Total | 433 558 | 239 734 | 1 712 525 |
The fair value of trade liabilities and others does not differ significantly from their balance value.
| 30.06.2017 | 31.12.2016 | 30.06.2016 | |
|---|---|---|---|
| Due to subsidiaries | |||
| Borrowings | 404 936 | 461 541 | 397 196 |
| 404 936 | 461 541 | 397 196 | |
| Due to other entities | |||
| Loans and borrowings | 70 121 | – | 105 000 |
| on account of issue of debt securities | 459 972 | 210 754 | 256 837 |
| IRS | – | – | 103 |
| 530 093 | 210 754 | 361 940 | |
| Total current loans, borrowings and bonds | 935 029 | 672 295 | 759 136 |
According to the best information and data of the Company, there were no breaches of the terms of loan agreements or the agreed levels of collateral during the financial year and until the date of signing the financial statements.
| 30.06.2017 | 31.12.2016 | 30.06.2016 | |
|---|---|---|---|
| in the Polish currency | 935 029 | 672 295 | 759 136 |
| In foreign currency, converted to PLN | - | - | – |
| Total | 935 029 | 672 295 | 759 136 |
| Contractor | Value | Interest | Redemption date |
|---|---|---|---|
| Echo – SPV 7 Sp. z o. o. | 38 086 | WIBOR 3M + margin | 31.12.2017 |
| Echo – Aurus Sp. z o. o. | 40 500 | WIBOR 3M + margin | 31.12.2017 |
| FORUM 60 Fundusz Inwestycyjny Zamknięty | 317 955 | WIBOR 3M + margin | 31.12.2017 |
| Total | 396 541 |
| Contractor | Value | Interest | Redemption date | |
|---|---|---|---|---|
| Echo – Aurus Sp. z o. o. | 40 500 | WIBOR 3M + margin | 31.12.2017 | |
| Echo – SPV 7 Sp. z o. o. | 145 536 | WIBOR 3M + margin | 31.12.2017 | |
| FORUM 60 Fundusz Inwestycyjny Zamknięty | 270 955 | WIBOR 3M + margin | 30.06.2018 | |
| Total | 456 991 |
| Contractor | Value | Interest | Redemption date | |
|---|---|---|---|---|
| Echo – Aurus Sp. z o. o. | 48 500 | WIBOR 3M + margin | 31.12.2017 | |
| Echo – SPV 7 Sp. z o. o. | 339 000 | WIBOR 3M + margin | 31.12.2017 | |
| Total | 387 500 |
| 30.06.2017 | 31.12.2016 | 30.06.2016 | |
|---|---|---|---|
| Opening balance | |||
| Provision for penalties | 2 000 | 2 000 | 2 000 |
| Provisions for expected loss | – | 30 908 | 30 908 |
| Litigation | 2 066 | 2 066 | 2 066 |
| Provisions for costs | 21 924 | 8 592 | 8 592 |
| 25 990 | 43 566 | 43 566 | |
| Increase due to: | |||
| Provisions on expected loss | – | – | 4 226 |
| Provisions on costs | 736 | 17 259 | 10 300 |
| Litigation | – | – | – |
| 736 | 17 259 | 14 526 | |
| Release due to: | |||
| Provision on costs | – | (3 927) | – |
| Provisions on expected loss | – | (30 908) | – |
| – | (34 835) | – | |
| Closing balance | |||
| Provision for penalties | 2 000 | 2 000 | 2 000 |
| Provisions on expected loss | – | – | 35 134 |
| Litigation | 2 066 | 2 066 | 2 066 |
| Provisions for costs | 22 660 | 21 924 | 18 892 |
| 26 726 | 25 990 | 58 092 |
Penalty reserve includes the value of any penalties that may be charged to the Company under contractual agreements with a probability of charge greater than 50%. The penalty reserve is estimated based on the best knowledge of the Company and its experience.
The provision for the anticipated costs of guarantee repairs includes the value of the repairs or compensations concerning apartments and projects sold with a probability of charge greater than 50%. The provision is based on the best knowledge of the Company and on the basis of its experience.
Realization dates of provisions for penalties and losses, guarantee costs and court cases are not possible to estimate, with a high probability that they will be executed within 12 months of the balance sheet date.
| 30.06.2017 | 31.12.2016 | 30.06.2016 | |
|---|---|---|---|
| Contingent receivables | – | – | – |
| Contingent liabilities | |||
| To related parties (due to) | 891 891 | 881 376 | 655 498 |
| guarantees and sureties granted | 891 891 | 881 376 | 655 498 |
| To other entities (due to) | – | 24 603 | – |
| guarantees and sureties granted | – | 24 603 | – |
| 891 891 | 905 979 | 655 498 | |
| Other (due to) | |||
| lawsuits against Echo Investment | 966 | 872 | 150 |
| 966 | 872 | 150 | |
| Total 892 857 |
906 851 | 655 648 |
| For | Value [PLN '000] | Validity | Description |
|---|---|---|---|
| Bletwood Investments Sp. z o.o. | 1 422 | Entire validity period of the lease and three months following its termination date |
Surety bond for liabilities of Cogl II Poland Limited Sp. z o.o. as a collateral of the liabilites resulting from the lease concluded on 06.11.2015. Issued in EUR. |
| HPO AEP Sp. z o.o. Sp. J. | 10 566 | Until acquisition of an occupancy permit for the projects but no later than 07.12.2031. |
Surety bond for liabilites of Echo – Browary Warszawskie Sp. z o.o. Sp.K. and Dellia Investments – Projekt Echo – 115 Sp. z o.o. Sp. K. j as a collateral of liabilites resulting from the lease concluded on 07.12.2016. Mutual surety issued in EUR. |
| Total | 11 988 |
There was no changes in surety agreements in H1 2017.
As at 20 June 2017 there was no current surety agreements for Echo Investment S.A.
| Value | ||||
|---|---|---|---|---|
| Guarantor | For | [PLN '000] | Validity | Description |
| Echo Investment S.A. | Horta Sp. z o.o. | 21 133 | to 02.07.2020 | Performance bond concerning execution of the final sales agreement concerning the Acquarius Business House I office building in Wrocław. Issued in EUR. |
| Echo Investment S.A. | Skua Sp. z o.o. | 25 359 | to 30.07.2021 | Performance bond concerning execution of the final sales agreement concerning the Acquarius Business House II office building in Wrocław. Issued in EUR. |
| Echo Investment S.A. / BZ WBK S.A. | Skarb Państwa | 43 045 | to 22.05.2018 | Surety bond concerning liabilities of Outlet Park – Projekt Echo – 126 Sp. z o.o. Sp. K. |
| Echo Investment S.A. | mBank S.A. | 14 974 | until fulfilment of suitable financial indexes, no longer than 31.03.2021 |
Surety bond for liabilities of Nobilis – Projekt Echo – 117 Sp. z o.o. Sp. K. resulting from loan agreement of 16.06.2016. Issued in EUR. |
| Echo Investment S.A. | mBank S.A. | 5 489 | Until the day of confirma tion of meeting all financial indicators, not later than to 31.03.2018 |
Surety bond for cost overrun on Nobilis office building in Wrocław |
| Echo Investment S.A. | BGŻ BNP Paribas S.A. | 5 169 | until project completion date |
Surety bond for cost overrun and liabilities result ing from debt service in the period of construc tion of the Symetris I and II office building in Łódź. Issued in EUR. |
| Q22 – Projekt Echo – 128 Sp. z o.o. Sp. K. / Echo Investment S.A. |
IREEF – Stryków Propco Sp. z o.o. |
420 000 | to 15.12.2019 | Construction work quality guarantee related to Q22 in Warsaw. |
| Q22 – Projekt Echo – 128 Sp. z o.o. Sp. K. / Echo Investment S.A. / BZ WBK S.A. |
IREEF – Stryków Propco Sp. z o.o. |
56 258 | to 15.12.2021 | Rent gurantee related to the sale of Q22 office building in Warsaw. The collateral of rent guran tee is a bank gurantee issued by BZ WBK S.A. for Echo Investmtent S.A. Is issued in EUR. |
| Echo Investment S.A. | IREEF – Stryków Propco Sp. z o.o. |
145 986 | to 15.12.2018 | Surety bond concerning failure to execute liabili ties of Q22 – Projekt Echo – 128 Sp. z o.o. Sp. k. resulting from the sales contract concerning Q22 in Warsaw of 16.12.2016. Issued in EUR. |
| Echo – Opolska Business Park Sp. z o.o. Sp. K. / Echo Investment S.A. |
Ventry Investments Sp. z o.o. Sp. K. |
27 908 | to 20.12.2019 | Rent gurantee related to the sale of O3 Business Campus I in Kraków. The collateral of rent gurantee is a corporate gurantee issued by Echo Investment S.A. Partly issued in EUR. |
| Tryton – Projekt Echo – 127 Sp. z o.o. Sp. K. / Echo Investment S.A. |
Emfold Investments Sp. z o.o. Sp. K. |
42 508 | to 20.12.2019 | Rent gurantee related to the sale of the Tryton office building in Gdańsk. The collateral of rent gurantee is a corporate gurantee issued by Echo Investment S.A. Partly issued in EUR. |
| Symetris – Projekt Echo – 131 Sp. z o.o. Sp. K. / Echo Investment S.A. |
Flaxton Investments Sp. z o.o. Sp. K. |
17 883 | to 20.12.2019 | Rent gurantee related to the sale of the Symetris office building in Łódź. The collateral of rent gurantee is a corporate gurantee issued by Echo Investment S.A. Partly issued in EUR. |
| Echo Investment S.A. | Bank Millenium S.A. | 7 300 | until project completion, no longer than 30.06.2019 |
Surety bond for cost overrun of West Link office building in Wrocław and liabilities of West Gate II – Projekt Echo – 114 Sp. z o.o. Sp. K., resulting from loan agreement of 23.03.2017 |
| Guarantor | For | Value [PLN '000] |
Validity | Description |
|---|---|---|---|---|
| Projekt Echo – 135 Sp. z o.o. Sp.K. / Echo Investment S.A. |
A4 Business Park – "Iris Capital" Sp. z o.o. Sp.K. |
21 191 | to 25.04.2020 | Rent gurantee related to the sale of the A4 Busi ness Park III in Katowice. The collateral of rent gurantee is a corporate gurantee issued by Echo Investment S.A. Partly issued in EUR. |
| Echo Investment S.A. | PKO BP S.A. | 25 700 | do 30.09.2020 | Surety bond for credit facilities of 01.06.2017, guarantee of cost overrun to PLN 25.7 mln of 01.06.2017 |
| Total | 879 903 |
The total value of the binding guarantees obtained by Echo Investment S.A. as at June 30 2017 amounts to:
ҽ PLN 87,019.18, EUR 16,478.46 under the signed lease contracts,
ҽ PLN 25,435,434.14, EUR 7,857.24 under the developed projects.
| Change | Guarantor | For | Date of change |
Value ['000] |
Description |
|---|---|---|---|---|---|
| Reduce of the collateral amount from EUR 9 mln to EUR 6 mln, according to guarantee agreement |
Echo Investment S.A. | Skua Sp. z o.o. | 31.01.2017 | 6 000 EUR | Performance bond concerning the execution of the final sales agreement concerning the Acquarius Business House II office building in Wrocław. Issued in EUR. |
| Reduce of the collateral amount from EUR 2,95 mln to EUR 1,22 mln EUR, according to annex no 1 to the guarantee agreement |
Echo Investment S.A. | BGŻ BNP Paribas S.A. | 16.01.2017 | 1 223 EUR | Surety bond for construction cost overrun at the Symetris I and II office complex and the coverage of liabilites resulting from the seriv ice of debt of Symetris - Projekt Echo - 131 Sp. z o.o. Sp. K. (Issuer's subsidiary) |
| Expiry | Echo Investment S.A. | Nokia Solutions and Networks Sp. z o.o. |
18.01.2017 | 1 986 EUR | Surety bond for liabilities resulting from the lease concluded on 29.08.2016. |
| Expiry | Echo Investment S.A./ PZU S.A. |
FTF Columbus S.A. | 19.01.2017 | 24 600 PLN | Surety bond concerning agreement conclud ed on 22.06.2015 |
| Issue | Echo Investment S.A. | Bank Millenium S.A. | 23.03.2017 | 7 300 PLN | Surety bond for cost overrun of West Link office building in Wrocław and liabilities of West Gate II – Projekt Echo – 114 Sp. z o.o. Sp. K., resulting from loan agreement of 23.03.2017 |
| Extention of the expiry date to 22.05.2018, according to annex 1 to guarantee agreement |
Echo Investment S.A. | State Treasury | 16.05.2017 | 40 163 PLN | Surety bond concerning liabilites of Outlet Park – Projekt Echo – 126 Sp. z o.o. Sp. K. |
| Extention of the collateral amount from PLN 40,162 mln to PLN 43,045 mln, according to annex 2 to guarantee agreement |
Echo Investment S.A. | State Treasury | 14.06.2017 | 43 045 PLN | Surety bond concerning liabilites of Outlet Park – Projekt Echo – 126 Sp. z o.o. Sp. K. |
| Issue | Echo Investment S.A. | PKO BP SA | 01.06.2017 | 25 700 PLN | Surety bond for cost overrun of Sagittarius Business House in Wrocław, expiry – to 30.09.2020 |
| 01.01.2017– 30.06.2017 |
01.01.2016– 30.06.2016 |
|
|---|---|---|
| Sales of residential and commercial space | 46 581 | 44 944 |
| of which: from related parties | – | – |
| Project implementation services | 38 253 | 28 375 |
| of which: from related parties | 37 736 | 27 626 |
| from subsidiaries | 37 736 | 27 626 |
| Sale of properties | 198 | 642 |
| From subsidiaries | – | – |
| Lease services | 3 230 | 2 138 |
| of which: from related parties | 977 | 660 |
| from subsidiaries | 977 | 660 |
| From parent company | – | – |
| Legal, accounting, consulting and IT services | 6 732 | 19 762 |
| of which: from related parties | 6 710 | 19 759 |
| from subsidiaries | 6 710 | 19 759 |
| From joint–ventures | – | – |
| Financial, marketing, securing services and other revenue | 15 993 | 25 843 |
| of which: from related parties | 14 694 | 24 496 |
| from subsidiaries | 14 691 | 24 495 |
| From key staff | 3 | 1 |
| Total operating revenues | 110 987 | 121 704 |
| of which: from related parties | 60 117 | 72 541 |
| from subsidiaries | 60 114 | 72 540 |
| From parent company | – | – |
| From key staff | 3 | 1 |
The Company did not conclude any deals with entities affiliated in any other way than market conditions. The contracts concerning the biggest deals with affiliated entities were presented by the Company in the Management Report.
| 01.01.2017– 30.06.2017 |
01.01.2016– 30.06.2016 |
|
|---|---|---|
| Other, of which: | 1 397 | 5 739 |
| Contractual penalties | 36 | – |
| Revenues from sale of debt | – | – |
| Revenues from sale of non–financial non–current assets | 492 | 664 |
| Other | 869 | 5 075 |
| Other interest | 33 | 140 |
| From other entities | 33 | 140 |
| Other operating revenues, total | 1 430 | 5 879 |
| 01.01.2017– 30.06.2017 |
01.01.2016– 30.06.2016 |
|
|---|---|---|
| From related parties | 86 978 | 243 291 |
| From subsidiaries | 86 978 | 243 191 |
| From other entities | – | – |
| Total | 86 978 | 243 191 |
| 01.01.2017– 30.06.2017 |
01.01.2016– 30.06.2016 |
|
|---|---|---|
| Future interest | ||
| From other entities | 313 | 196 |
| Total | 313 | 196 |
| 01.01.2017– 30.06.2017 |
01.01.2016– 30.06.2016 |
|
|---|---|---|
| Foreign exchange gains | 252 | 5 065 |
| Profit on disposal of shares | – | 45 705 |
| Revaluation of loans, borrowings and bonds | 234 | – |
| Revaluation of interests | – | |
| Other | 529 | 23 |
| Total | 1 015 | 50 793 |
| Balance-sheet value as | ||||
|---|---|---|---|---|
| Note | As at 30.06.2017 | As at 31.12.2016 | at 30.06.2016 | |
| Financial assets | ||||
| Borrowings and receivables | 90 128 | 170 010 | 141 902 | |
| Long-term borrowings | 4 | 10 952 | 9 479 | – |
| Short-term borrowings | 7 | 42 632 | 84 170 | 98 170 |
| Trade receivables | – | 36 544 | 76 361 | 43 732 |
| Advances received | – | – | – | – |
| Cash and cash equivalents | 65 989 | 42 426 | 1 386 649 | |
| Restricted cash | – | 47 189 | 20 884 | 23 779 |
| Cash and cash equivalents | – | 18 800 | 21 542 | 1 362 870 |
| Financial liabilities | ||||
| Other financial liabilities | 1 369 693 | 1 422 124 | 1 376 848 | |
| Liabilities on account of issue of debt securities | 8, 9 | 866 273 | 885 917 | 836 332 |
| Trade liabilities | 9 | 28 363 | 74 666 | 38 320 |
| Loans and borrowings | 8, 9 | 475 057 | 461 541 | 502 196 |
The main financial instruments used by the Company include:
Fair value of the financial instruments does not differ significantly from their balance value.
Nicklas Lindberg President of the Management Board
Artur Langner Vice-President of the Management Board
Maciej Drozd Vice-President of the Management Board
Marcin Materny Member of the Management Board
Anna Gabryszewska-Wybraniec Chief Accountant
Piotr Gromniak Vice-President of the Management Board
Rafał Mazurczak Member of the Management Board
Kielce, 8 September 2017.
The Management Board of Echo Investment S.A. declares that, to the best of its knowledge, the interim financial report for H1 2017 and comparative data have been presented in compliance with the applicable accounting principles, and that they reflect in a true, reliable and transparent manner the economic and financial situation and the financial results of Echo Investment S.A. and it's Group. The management report of Echo Investment S.A. and its Group presents a true view of development, accomplishments and situation of Echo Investment S.A. and its Group, including a description of fundamental risks and threats.
The Management Board of Echo Investment S.A. declares that the entity authorised to audit financial statements, auditing the financial statements for H1 2017, was selected in accordance with the laws. This entity and the statutory auditors conducting the audit fulfilled the conditions required to express an unbiased and independent opinion on the audited financial statements for H1 2017, pursuant to the applicable laws and professional standards.
Nicklas Lindberg President of the Management Board
Artur Langner Vice-President of the Management Board
Maciej Drozd Vice-President of the Management Board
Marcin Materny Member of the Management Board
Piotr Gromniak Vice-President of the Management Board
Rafał Mazurczak Member of the Management Board
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